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Category: Finance

  • MIL-OSI United Kingdom: UK chief finance minister builds on commitment to support mutual growth in South Africa at G20

    Source: United Kingdom – Executive Government & Departments

    Press release

    UK chief finance minister builds on commitment to support mutual growth in South Africa at G20

    The Rt Hon Rachel Reeves MP shared the UK’s growth mission with key stakeholders and her G20 counterparts in South Africa this week.

    Chancellor Rachel Reeves with South African Finance Minister Enoch Godongwana, at the G20 Finance Ministers and Central Bank Governors meeting in Cape Town, South Africa.

    Over the past two days in Cape Town, the UK’s chief finance minister, Chancellor Rachel Reeves, spent time in and around the G20 finance ministerial meetings emphasising that the UK’s relationship with South Africa is key to the delivery of the UK’s Growth Mission for the mutual benefit of both our countries.

    The Chancellor emphasised the significance of South Africa to her counterparts at the G20, highlighting that the UK is the largest investor in the country, with UK companies having invested over R500 billion.

    Building on UK Foreign Secretary David Lammy’s recent agreement to develop a UK-South Africa Growth Partnership with Minister Lamola, she reiterated that free trade is the best way to achieve economic growth internationally and demonstrated how the UK is meeting the ambition to drive job creation in our two economies.

    Infrastructure was a major theme at the G20 meetings the Chancellor attended, given the need to ensure that people can do their jobs and get around with improved railways and roads to facilitate economic growth. Which is why she said the UK is helping to accelerate projects in South Africa, including promoting the involvement of UK companies and sharing government expertise.

    The Chancellor announced the next stage of the UK programme boosting urban economic development in South Africa, unlocking opportunities through improved urban planning and infrastructure in disadvantaged areas of the country’s municipalities. The intention is to strengthen UK cooperation with local governments in South Africa, to build their financial and technical capabilities.

    A highlight of her time in SA was a visit was to the V&A Waterfront, where the Chancellor witnessed the unveiling of the design for the R25 billion expansion project, which has been produced by UK architects Heatherwick Studio. She also welcomed the news that British engineering firm Arup had won key contracts to support South Africa’s ambitions to boost green and sustainable growth across the country, not only contributing to the design of more resilient infrastructure but also working with public and private sector clients to improve the energy efficiency of buildings here in Cape Town and across South Africa.

    The Chancellor also attended a reception at the High Commissioner’s official residence for prominent South African investors and businesses to further deepen the close economic ties between the UK and South Africa.

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    Published 28 February 2025

    MIL OSI United Kingdom –

    February 28, 2025
  • MIL-OSI: DIGITALIST GROUP’S FINANCIAL STATEMENT RELEASE, 1 JANUARY–31 DECEMBER 2024

    Source: GlobeNewswire (MIL-OSI)

    DIGITALIST GROUP’S FINANCIAL STATEMENT RELEASE, 1 JANUARY–31 DECEMBER 2024 
    (Not audited)

    DIGITALIST 2024 

    SUMMARY

    October–December 2024 (comparable figures for 2023 in parentheses):

    • Turnover: EUR 4.7 million (EUR 4.2 million), change 12.9%. 
    • EBITDA: EUR -0.2 million (EUR -0.4 million*), -4.3% of turnover (-9.1%).
    • EBIT: EUR -0.3 million (EUR -0.6 million*), -7.1% of turnover (-14.4%). 
    • Net income: EUR -1.0 million (EUR -1.6 million*), -21.3% of turnover (-38.9%).
    • Earnings per share EUR -0.00 (EUR -0.00).

    January–December 2024 (comparable figures for 2023 in parentheses): 

    • Turnover: EUR 16.2 million (EUR 16.7 million), change -3.1%. 
    • EBITDA: EUR -1.5 million (EUR -0.9 million**), -9.4% of turnover (-5.2%). 
    • EBIT: EUR -2.0 million (EUR -1.7 million**), -12.3% of turnover (-10.2%). 
    • Net income: EUR -5.0 million (EUR -4.1 million**), -31.0% of turnover (-24.5%). 
    • Earnings per share: EUR -0.01 (EUR -0.01). 
    • Earnings per share (diluted): EUR -0.01 (EUR -0.01). 
    • Cash flow from operations EUR -1.4 million (EUR -2.9 million). 
    • Number of employees at the end of the review period: 122 (126), decrease of 3.2%.

    *) EBIT, EBITDA, and net income for the comparison period were affected by a recorded gain of EUR 0.3 million, resulting from the write-down of Turret accounts payable and an additional purchase price related to the Ticknovate divestment.

    **) EBIT, EBITDA, and net income for the period were affected by a one-time gain of EUR 1.0 million, which includes a recorded gain of EUR 0.6 million from the FutureLab Share transaction, EUR 0.3 million from the write-down of Turret accounts payable and an additional purchase price adjustment related to the Ticknovate divestment.

    CEO’s review 

    As we close the year 2024, Digitalist Group stands at the intersection of ongoing market challenges and promising opportunities. While the Finnish economy remained weak, causing clients to hesitate in initiating new projects, we observed steady growth in Sweden. We are committed to coping with the challenges in the Finnish market, but we have increased focus on exploiting opportunities in the Swedish market and have expanded our offering with new applied AI services.

    Despite the turnover growth in the last quarter, the Group’s turnover in 2024 slightly declined to EUR 16.2 million (from EUR 16.7 million in 2023) and EBITDA ended at EUR -1.5 million (EUR -0.9 million in 2023 including a one-time gain of EUR 1.0 million). This outcome mirrors both the current market conditions and the positive but not sufficient impact of the strategic measures we implemented throughout the year.

    A key driver of our performance has been the Swedish market, where demand remained robust enough to offset weaker activity in Finland. In 2024 Sweden contributed around 70% of our total turnover, up from 61% in the same period last year. We also intensified our cost-saving efforts, reducing personnel costs and streamlining our organizational structure to create a stronger foundation for future improvements.

    This year, we enhanced our service portfolio through the full launch of Digitalist Open Cloud AB and the introduction of Digitalist Private AI Hub, offering secure and GDPR-compliant AI capabilities. These new solutions cater to the rising demand for data privacy and advanced digital services, attracting clients who recognize the value of our approach.

    Looking ahead, we remain focused on driving operational efficiency, sharpening our service offerings, and capitalizing on growth opportunities. Although the market may remain challenging in the near term, our product innovation and constant focus on cost management, positions Digitalist Group for long-term success.

    I extend my sincere gratitude to our employees for their commitment and to our clients for their trust. Together, we have navigated a demanding year, and together we will seize the opportunities that lie ahead.

    Magnus Leijonborg
    CEO, Digitalist Group

    Future prospects

    In 2025, it is expected that turnover and EBITDA will improve in comparison with 2024.

    SEGMENT REPORTING

    Digitalist Group reports its business in a single segment.

    TURNOVER

    In the fourth quarter, the Group’s turnover was EUR 4.7 million (EUR 4.2 million), reflecting a 12.9% increase compared to the previous year. The increase was due to the strengthening of the Swedish business.

    The Group’s turnover for the period totalled EUR 16.2 million (EUR 16.7 million), which is 3.1% lower than the previous year, as a result of the weak market situation in Finland. The turnover for the whole year fell short of the targets, as the economic slowdown and uncertainty have made customers more cautious when starting new projects.

    Market conditions in Finland have been challenging. The share of turnover outside Finland rose to 70 percent (61 %), and the increase was mainly due to the strengthening of the Swedish business. The net impact on turnover from the divestment of FutureLab and the acquisition of Open Communications for the review period is EUR 0.1 million compared to the comparison period.

    RESULT

    In the fourth quarter, EBITDA was EUR -0.2 million (EUR -0.4 million), EBIT was EUR -0.3 million (EUR -0.6 million) and profit before taxes was EUR -0.9 million (EUR -1.6 million). EBITDA was positively affected by improved sales and a EUR 0.3 million reduction in personnel and operating expenses. Net income for the final quarter amounted to EUR -1.0 million (EUR -1.6 million), earnings per share were EUR -0.00 (EUR -0.00).

    EBITDA for the financial period amounted to EUR -1.5 million (EUR -0.9 million), EBIT was EUR -2.0 million (EUR -1.7 million) and profit before taxes was EUR -4.9 million (EUR -4.0 million). Expenses were EUR 0.7 million lower compared to the previous year, of which operating expenses were EUR 0.3 million lower and personnel expenses EUR 0.4 million lower. Cost savings improved EBITDA, but the decline in sales weakened the overall impact.

    The EBIT was influenced by the decrease of depreciations of balance sheet items by EUR 0.4 million. EBIT, EBITDA and net income of the comparison period were impacted by a booked gain of EUR 0.6 million from the FutureLab Share transaction and EUR 0.3 million is attributed to the write-down of Turret accounts payable and an additional purchase price related to the Ticknovate divestment.

    Net financial items amounted to EUR -3.0 million (EUR -2.3 million), mainly comprising external interest expenses related to loans from financial institutions and related parties. External interest expenses were EUR -2.2 million (EUR -2.1 million). Financial items in the comparison period were positively impacted by Business Finland’s non-collection decision on a EUR 0.3 million part of the product development loan and unrealized exchange gains. Net income for the financial period amounted to EUR -5.0 million (EUR -4.1 million), earnings per share totalled EUR -0.01 (EUR -0.01).

    RETURN ON EQUITY

    The Group’s shareholders’ equity amounted to EUR -37.7 million (EUR -32.7 million). The Group’s equity considering the capital loans was EUR -13.8 million (EUR -15.8 million). Return on equity (ROE) was negative. Return on investment (ROI) was -161.9% (-27.8%).

    BALANCE SHEET AND FINANCING

    The balance sheet total was EUR 10.1 million (EUR 11.4 million). The solvency ratio was -379.1% (-285.9%). 

    At the end of the period, the Group’s liquid assets totalled EUR 0.9 million (EUR 0.9 million).

    At the end of the financial period the Group’s interest-bearing liabilities amounted to EUR 38.2 million (EUR 35.7 million). The Group’s balance sheet recognised EUR 11.0 million (EUR 11.4 million) in loans from financial institutions, including the overdrafts in use. IFRS 16 leasing debts were EUR 0.6 million (EUR 1.0 million). 

    In addition, the company has loans from its main owners. The loans from related parties amount to EUR 26.6 million (EUR 23.4 million). EUR 23.9 million (EUR 16.9 million) related party loans were capital loans, EUR 0 million (EUR 5.8 million) were convertible bonds, EUR 2.8 million (EUR 0.8 million) were other related party loans, of which EUR 2.0 million were short term. The changes result from the conversion of convertible bonds into capital loans in accordance with Chapter 12 of the Limited Liability Companies Act and from the new loan installments from Turret. More information about the arrangements can be found in the section of the review: Related party transactions.

    CASH FLOW

    The Group’s cash flow from operating activities during the review period was EUR -1.4 million (EUR -2.9 million), a change of EUR 1.5 million. The development of the company’s liquid assets was influenced by improved working capital. In order to reduce the rate of turnover of trade receivables, the Group sells part of its trade receivables from Finnish customers. In addition, some Swedish trade receivables are financed through factoring arrangements.

    GOODWILL

    On 31 December 2024, the Group’s balance sheet included goodwill of EUR 5.2 million (EUR 5.4 million). The company tested goodwill in accordance with IAS 36 on 31 December 2024 and no need for an impairment charge was detected. 

    PERSONNEL

    During the financial period, the Group had an average of 123 employees (139). At the end of the financial period, the total number of employees was 122 (126), with 52 (52) working for the Group’s Finnish companies and 70 (74) employed by its foreign subsidiaries.

    SHARES AND SHARE CAPITAL

    Share turnover and price

    During the financial period, the company’s share price hit a high of EUR 0.02 (EUR 0.03) and a low of EUR 0.01 (EUR 0.01), and the closing price on 31 December 2024 was EUR 0.01 (EUR 0.02). The average price in the financial period was EUR 0.01 (EUR 0.02). During the financial period 78,321,067 (40,711,793) shares were traded, corresponding to 11.3% (6.0%) of the number of shares in circulation at the end of the period. The Group’s market capitalisation at the closing share price on 31 December 2024 was EUR 9,985,399 (EUR 10,236,341).
         
    Share capital

    At the beginning of the period under review, the company’s registered share capital was EUR 585,394.16, and there were 693,430,455 shares. At the end of the period, the share capital was EUR 585,394.16, and there were 693,430,455 shares. The company has one class of shares. At the end of the reporting period, the company held a total of 7,664,943 treasury shares corresponding to 1.1% of the total shares. 

    Option plan 2019 and 2021

    The option plan 2019 has expired.

    The option rights belonging to the company’s option program 2021 are marked as series 2021A1, 2021A2, 2021B1, 2021B2 and 2021C1. A maximum of 60,000,000 stock options can be issued and they entitle to subscribe for a maximum of 60,000,000 new shares of the Company. A total of 38,450,000 options belonging to the 2021A1 and 2021A2 series have been distributed among the options included in the option program. The last exercise date for the series 2021A1 was 31.12.2024. 28,650,000 of the distributed options have expired, so based on the terms of the option program, it is possible to subscribe for a maximum of 9,800,000 new shares of the Company.

    The theoretical market value of the options allocated by the end of the financial period is approximately EUR 0.8 million, which is recognised as an expense in accordance with IFRS 2 for the years 2021-2025. The expense recognition for 2024 is EUR 0.1 million. The expense recognition does not have cash flow impact.

    Terms and conditions of option programs can be found at the Company’s web site https://investor.digitalistgroup.com//investor

    Shareholders

    The number of shareholders on 31 December 2023 was 5,705 (5,578). Private individuals owned 11.8% (10.4%) of the shares, and institutions held 78.4% (79.5%). Foreign nationals or entities held 9.8% (10.0%) of the shares. Nominee-registered shares accounted for 12.6% (6.3%) of the total.

    AUTHORIZATIONS OF THE BOARD OF DIRECTORS

    Annual General Meeting 25 April 2024

    The company held its Annual General Meeting on 25 April 2024. The minutes of the Annual General Meeting and the decisions made are on the company’s website at https://investor.digitalistgroup.com/investor/governance/annual-general-meeting

    The financial statements and consolidated financial statements for the financial year ended December 31, 2023, were approved as presented.

    The Annual General Meeting resolved that the loss EUR 4,575,895.22 indicated by the financial statements for 2023 be recorded in the Company’s profit and loss account, and that no dividend be paid to shareholders for the financial period 2023.

    The Annual General Meeting elected Johan Almquist, Paul Ehrnrooth, Peter Eriksson, Esa Matikainen, and Andreas Rosenlew as ordinary members of the Board of Directors, and Magnus Wetter as a new member of the Board of Directors. At the Board meeting held on 25 April 2024 after the Annual General Meeting, the Board of Directors elected Esa Matikainen as the Chair of the Board and Andreas Rosenlew as the Deputy Chair of the Board. The Board resolved to continue with the Audit Committee. Esa Matikainen was elected as a chairman and Peter Eriksson and Magnus Wetter as members of the Audit Committee.

    The Board of Directors evaluated on the date of the financial statement release the independence of the Committee members in compliance with the recommendations of the Finnish Corporate Governance Code 2020 as follows. Esa Matikainen and Magnus Wetter are independent of the company and independent of a significant shareholder. Peter Eriksson is independent of the company and dependent on a significant shareholder.

    Audit firm KPMG Oy Ab was appointed as the company’s auditor.

    Authorisation of the Board of Directors to decide on share issues and on granting special rights entitling to shares

    The Annual General Meeting authorised the Board to decide on a paid share issue and on granting option rights and other special rights entitling to shares that are set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the combination of all or some of the aforementioned instruments in one or more tranches on the following terms and conditions:

    The total number of the Company’s treasury shares and new shares to be issued under the authorisation may not exceed 346,715,227, which corresponds to approximately 50 per cent of all the Company’s shares at the time of convening the Annual General Meeting.

    Within the limits of the aforementioned authorisation, the Board of Directors may decide on all terms and conditions applied to the share issue and to the special rights entitling to shares, such as that the payment of the subscription price may take place not only by cash but also by setting off receivables that the subscriber has from the Company.

    The Board of Directors shall be entitled to decide on crediting the subscription price either to the Company’s share capital or, entirely or in part, to the invested unrestricted equity fund.

    The share issue and the issuance of special rights entitling to shares may also take place in a directed manner in deviation from the pre-emptive rights of shareholders if there is a weighty financial reason for the Company to do so, as set out in the Limited Liability Companies Act. In such a case, the authorisation may be used to finance corporate acquisitions or other investments related to the operations of the Company as well as to maintain and improve the solvency of the Group and to carry out an incentive scheme.

    The authorisation is proposed to be effective until the Annual General Meeting held in 2025, yet no further than until 30 June 2025.

    Authorising the Board of Directors to decide on the acquisition and/or on the acceptance as pledge of the Company’s treasury shares

    The Annual General Meeting authorised the Board to decide on acquiring or accepting as pledge, using the Company’s distributable funds, a maximum of 69,343,000 treasury shares, which corresponds to approximately 10 per cent of the Company’s total shares at the time of convening the Annual General Meeting. The acquisition may take place in one or more tranches. The acquisition price shall not exceed the highest market price of the share in public trading at the time of the acquisition.

    In executing the acquisition of treasury shares, the Company may enter into derivative, share lending or other contracts customary in the capital market, within the limits set out in laws and regulations. The authorisation entitles the Board to decide on an acquisition in a manner other than in a proportion to the shares held by the shareholders (directed acquisition).

    The Company may acquire the shares to execute corporate acquisitions or other business arrangements related to the Company’s operations, to improve its capital structure, or to otherwise further transfer the shares or cancel them.

    The authorisation is proposed to include the right for the Board of Directors to decide on all other matters related to the acquisition of shares. The authorisation is proposed to be effective until the Annual General Meeting held in 2025, yet no further than until 30 June 2025.

    The Annual General Meeting approved the Board’s proposals to change the terms of the Convertible Bonds 2021/1, 2021/3, and 2022/1 issued to Turret Oy Ab without modifications.

    The Annual General Meeting approved the Board’s proposals to change the terms of the Convertible Bonds 2021/2 and 2021/4 issued to Holdix Oy Ab without modifications.

    It was noted that the following measures have been taken in the Company after the end of the fiscal year on December 31, 2023:

    ●     Convertible bonds 2021/3 and 2021/4 were partially converted into capital loans as per Chapter 12 of the Companies Act, as announced on March 22, 2024; and
    ●     the General Meeting has decided, following the board’s proposals, to change the terms of the Convertible Bonds 2021/1, 2021/2, 2021/3, 2021/4, and 2022/1, including their maturity extensions until September 30, 2026.

    It was noted that these actions have supported and will support the Company’s balance sheet and solvency.

    It was resolved to accept the proposition of the Board of Directors of the Company not to implement immediate additional measures to rectify the Company’s financial position, but the Company will actively evaluate other possibilities and means to support the Company’s financial standing.

    The stock exchange releases are on the company’s website at https://investor.digitalistgroup.com/investor/releases

    CHANGES IN THE GROUP STRUCTURE

    Digitalist Open Tech AB sold part of its IT and SaaS business to the newly established Digitalist Open Cloud AB through an internal business transfer agreement 1 April 2024. Digitalist Open Cloud AB is now a subsidiary of Digitalist Open Tech AB, with a 15% minority stake held by the subsidiary management.

    Digitalist Group divested its fully-owned subsidiary Open Communications International AB 31 May 2024 to its subsidiary Grow AB, in which it holds a 90% ownership. Sales price was EUR 0.9 million.

    In addition, Digitalist Group has closed non-operative companies. Digitalist USA Ltd was formally dissolved in 2024. Grow Finland Oy and Ixonos Estonia have been removed from the trade register in 2024.

    EVENTS SINCE THE FINANCIAL PERIOD

    There have been no significant events since the end of the financial period.

    RELATED-PARTY TRANSACTIONS 

    Financing arrangements with related parties:

    Strengthening Digital Group Plc’s equity, conversion of convertible bonds partly into capital loans

    In order to strengthen the Company’s equity, Digital Group decided on 22 March 2024 to utilize the right provided by Turret Oy Ab and Holdix Oy Ab to convert a total of 1,907,175.40+interest 334,513.29 euros of the principal and interest of the convertible bonds 2021/3 and 2021/4 subscribed by Turret and Holdix into a capital loan in accordance with Chapter 12 of the Limited Liability Companies Act.

    Amendment of the terms concerning Convertible Bonds 2021/1, 2021/2, 2021/3, 2021/4 and 2022/1 issued by Digitalist Group Plc

    Convertible Bonds 2021/1, 2021/3 and 2022/1 directed to Turret Oy Ab

    The Annual General Meeting of Digitalist Group 25 April 2024 resolved on the amendments to the Terms of the Convertible Bonds 2021/1, 2021/3, and 2022/1 issued to Turret.

    Digitalist Group Plc and Turret Oy Ab signed agreements April 26 2024 to amend the terms of the Convertible Bonds 2021/1, 2021/3, and 2022/1 and the option rights and other special rights pursuant to Chapter 10 section 1(2) of the Limited Liability Companies Act attached to them issued to Turret.

    The maturity of the Convertible Bonds was extended to 30 September 2026.

    Convertible Bonds 2021/2 and 2021/4 directed to Holdix Oy Ab

    The Annual General Meeting of Digitalist Group 25 April 2024 resolved on the amendments to the Terms of the Convertible Bonds 2021/2 and 2021/4 issued to Holdix.

    Digitalist Group and Holdix Oy Ab signed agreements April 26 2024 to amend the terms of the Convertible Bonds 2021/2 and 2021/4 and the option rights and other special rights pursuant to Chapter 10 section 1(2) of the Limited Liability Companies Act attached to them issued to Holdix.

    The maturity of the Convertible Bonds was extended to 30 September 2026.

    Digitalist Group structures its financing

    Digitalist Group Plc’s agreed 28.10.2024 with Turret Oy Ab on a loan amounting to EUR 1,000,000 in order to strengthen the Company’s working capital. The Company has the right to withdraw the Loan in instalments by 31 December 2025 at the latest. The Loan was granted on market terms and it will fall due on 31 December 2026.

    Strengthening Digitalist Group Plc’s balance sheet position and conversion of convertible bonds 2021/1, 2021/2, 2021/3 and 2021/4 into capital loans

    Digitalist Group Plc decided 30.12.2024, in order to strengthen the Company’s balance sheet position, to utilize the right offered by Turret Oy Ab and Holdix Oy Ab to convert a total of 3,860,763.40 + interest 861,271.93 euros of the principal and interest of the convertible bonds 2012/1, 2021/2, 2021/3 and 2021/4 subscribed by Turret and Holdix into a capital loan in accordance with Chapter 12 of the Limited Liability Companies Act.

    OTHER EVENTS DURING THE FINANCIAL PERIOD

    Digitalist Group decreased its earlier guidance regarding future prospects 17.10.2024. The new guidance was: In 2024, turnover and EBITDA are expected to decrease in comparison with 2023.

    Operationally, not including the impact of other operating income (EUR 1.0 million), the current financial year was expected to be stronger than the previous year.

    The stock exchange releases for the review period are on the company’s website at https://investor.digitalistgroup.com/investor/releases

    RISK MANAGEMENT AND SHORT-TERM UNCERTAINTIES

    The objectives of Digitalist Group Plc’s risk management are to ensure the undisrupted continuity and development of the company’s operations, support the achievement of the company’s business objectives and increase the company’s value. For more details about the organisation of risk management, processes and identified risks, see the company’s website at https://investor.digitalistgroup.com/investor

    The company has been making a loss despite the efficiency measures it has taken. The company’s loss-making performance directly affects its working capital and the sufficiency of its financing. This risk is managed by maintaining the capacity to use different financing solutions. The company aims to continuously assess and monitor the amount of necessary business financing to ensure that it has sufficient liquid assets to finance its operations and repay maturing loans. Any disruptions in the financial arrangements would weaken Digitalist Group’s financial position.

    The company is currently dependent on external financing, most of which has been obtained from related-party companies and financial institutions. Digitalist Group’s ability to finance its operations and reduce the amount of its debt depends on several factors, such as the cash flow from operations and the availability of debt and equity financing, and there is no certainty that such financing will be available in the future. Similarly, there can be no certainty in the long term that Digitalist Group will be able to obtain additional debt or refinance its current debt on acceptable terms, if at all.

    During 2024, negotiations regarding the restructuring of maturing convertible bonds held by related parties were concluded, and the maturity date was extended until autumn 2026. The convertible bonds were converted into capital loans in two tranches in accordance with Chapter 12 of the Limited Liability Companies Act in 2024, strengthening the company’s balance sheet.

    Any changes to key client accounts could have a substantial impact on Digitalist Group’s operations, earning potential and financial position. If one of Digitalist Group’s largest clients decided to switch to a competing company or drastically altered its operating model, the chances of finding client volumes to replace the shortfall in the near term would be limited.

    The Group’s business consists mainly of individual client agreements, which are often relatively short-term. Forecasting the start dates and scopes of new products is occasionally challenging, while the cost structure is largely fixed. The aforementioned aspects can lead to unpredictable fluctuations in turnover and, thereby, in profitability. The Group’s business consists of some fixed-price deliveries (65%). Fixed-price client deliveries carry risks related to timing and content. The company endeavours to manage these risks through contractual and project management measures.

    Irrespective of the market situation, there is a shortage of certain experts in the Group’s business sector. Although the aggressive recruitment policies that occasionally arise in the Group’s business sector have decreased significantly, there is still a risk of personnel moving to competitors. There are no guarantees that the company will be able to retain its current personnel and recruit new employees to enable growth. If Digitalist Group loses a significant number of its current personnel, it would be more difficult to complete existing projects and acquire new ones. This could have an adverse impact on Digitalist Group’s business, earnings and financial position.

    The cost inflation has decreased significantly but can still exert pressure to raise salaries, so the importance of cost monitoring is emphasised further. Variation in interest rates do not have a significant direct impact on financing costs because most of the company’s debts have fixed interest rates. If the interest rates on the company’s loans from financial institutions rose by 1 per cent, the company’s annual interest costs would rise by approximately EUR 0.1 million.

    Part of the Group’s turnover is invoiced in currencies other than the euro – mainly in the Swedish krona. The risk associated with changes in exchange rates can be managed in various ways, including net positioning and currency hedging contracts. In 2024 and 2023, the Group had no hedging contracts.

    The Group’s balance sheet contains goodwill that is subject to impairment risk in the event that the Group’s future yield expectations decrease due to internal or external factors. The goodwill is tested for impairment every six months and whenever the need arises.

    General economic uncertainty and low growth forecasts in the company’s key markets affected the Group’s business during the financial period, but the future impact is difficult to estimate. Geopolitical uncertainty may affect the business activities of some of the Group’s clients, thereby indirectly affecting the Group’s business. The Group has no business activities in Russia or Ukraine.

    LONG-TERM GOALS AND STRATEGY

    Digitalist Group aims to achieve a profit margin of at least 10% over the long term. In order to achieve its long-term goals, Digitalist Group strives for profitable, international growth by shaping new forms of thinking, services and technological solutions for a variety of sectors. These sectors include, among others, the technology industry, energy industry, transport and logistics, as well as consumer services in both the public and private sectors. Digitalist Group’s strategy focuses on enhancing its service and solution business and seamlessly integrating user and operational research, branding, design and technology.

    PROPOSAL BY THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING

    The Board of Directors of Digitalist Group Plc proposes to the Annual General Meeting that the distributable funds be retained in shareholders’ equity and that no dividend be distributed to shareholders for the 2024 financial period. On 31 December 2024, the parent company’s distributable assets were negative.

    Digitalist Group Plc’s Annual General Meeting will be held on 29 April 2025. 
    Digitalist Group’s Financial Statements 2024 will be published and posted on the company’s website on 28 March 2025. Digitalist Group Plc’s Financial Statements will be published in Finnish and English and they are available on the Group’s website https://investor.digitalistgroup.com/investor immediately after publication.

    NEXT REVIEW

    The Business review for January–March 2025 will be published on Friday 25 April 2025.

    DIGITALIST GROUP PLC
    Board of Directors

    Further information:
    Digitalist Group Plc
    CEO Magnus Leijonborg, tel. +46 76 315 8422, magnus.leijonborg@digitalistgroup.com
    Chairman of the Board Esa Matikainen, tel. +358 40 506 0080, esa.matikainen@digitalistgroup.com

    Distribution:
    NASDAQ Helsinki

    Key media
    https://investor.digitalistgroup.com/investor

    DIGITALIST GROUP 

    SUMMARY OF THE FINANCIAL STATEMENTS AND NOTES, 1 JANUARY–31 DECEMBER 2024

    CONSOLIDATED INCOME STATEMENT, EUR THOUSAND 

      1 Oct – 31 Dec 24 1 Oct – 31 Dec 23 Change (%) 1 Jan – 31 Dec 24 1 Jan – 31 Dec 23 Change (%)
    Turnover 4,698.85 4,160.22 12,9 % 16,164.54 16,680.74 -3,1 %
    Other operating income -41.02 280.21 -114,6 % 50.00 1,006.67 -95,0 %
                 
    Materials and services -932.52 -639.82 -45,7 % -3,102.99 -3,202.01 3,1 %
    Expenses from employee benefits -3,251.70 -3,331.27 2,4 % -11,874.22 -12,269.02 3,2 %
    Depreciation and impairment -132.28 -218.14 39,4 % -469.53 -834.41 43,7 %
    Other operating expenses -673.33 -848.57 20,7 % -2,750.27 -3,077.67 10,6 %
    Total expenses -4,989.83 -5,037.80 1,0 % -18,197.01 -19,383.11 6,1 %
                 
    EBIT -331.99 -597.37 44,4 % -1,982.47 -1,695.70 -16,9 %
                 
    Financial income 78.27 4.17 1779,2 % 155.41 752.50 -79,3 %
    Financial expenses -695.08 -1,021.72 32,0 % -3,103.37 -3,026.21 -2,5 %
    Total financial income and expenses -616.81 -1,017.55 39,4 % -2,947.96 -2,273.71 -29,7 %
                 
    Profit before taxes -948.80 -1,614.92 41,2 % -4,930.43 -3,969.41 -24,2 %
    Income taxes -50.82 -3.87 -1214,3 % -87.04 -115.46 24,6 %
    PROFIT/LOSS FOR FINANCIAL PERIOD -999.62 -1,618.78 38,2 % -5,017.47 -4,084.87 -22,8 %
                 
    Distribution:            
    Parent company shareholders -875.12 -1,557.64 43,8 % -4,707.38 -4,042.14 -16,5 %
    Non-controlling interests -124.50 -61.15 -103,6 % -310.09 -42.73 -625,8 %
    Earnings per share:            
    Undiluted (EUR) 0.00 0.00   -0.01 -0.01  
    Diluted (EUR) 0.00 0.00   -0.01 -0.01  

    COMPREHENSIVE INCOME STATEMENT, EUR THOUSAND

      1 Oct – 31 Dec 24 1 Oct – 31 Dec 23 Change (%) 1 Jan – 31 Dec 24 1 Jan – 31 Dec 23 Change (%)
    Profit/loss for the financial period -999.62 -1,618.78 38,2% -5,017.47 -4,084.87 -22,8%
    Other items of comprehensive income            
    Translation difference -140.67 663.20 -121,2% -67.99 229.71 -129,6%
    TOTAL COMPREHENSIVE INCOME FOR THE YEAR -1,140.29 -955.58 -19,3% -5,085.47 -3,855.45 -31,9%
    Parent company shareholders -1,006.68 -869.23 -15,8% -4,759.00 -3,807.09 -25,0%
    Non-controlling interests -133.61 -86.35 -54,7% -327.00 -48.06 -580,4%

    CONSOLIDATED BALANCE SHEET, EUR THOUSAND

    ASSETS 31 December 2024 31 December 2023
    NON-CURRENT ASSETS    
    Intangible assets 313.78 422.06
    Goodwill 5,244.98 5,444.44
    Tangible assets 569.43 916.99
    Buildings and structures, rights-of-use 528.59 867.73
    Machinery and equipment 27.55 34.52
    Other tangible assets 13.29 14.74
    Investments 6.23 6.28
    Other non-current financial assets 88.02 24.35
    NON-CURRENT ASSETS 6,222.44 6,814.12
         
    CURRENT ASSETS    
    Trade and other receivables 2,612.34 3,508.10
    Income tax asset 320.88 228.46
    Cash and cash equivalents 943.53 893.65
    CURRENT ASSETS 3,876.75 4,630.21
    ASSETS 10,099.19 11,444.12
         
    SHAREHOLDERS’ EQUITY AND LIABILITIES    
    SHAREHOLDERS’ EQUITY    
    Parent company shareholders    
    Share capital 585.39 585.39
    Share premium account 218.73 218.73
    Invested non-restricted equity fund 73,916.78 73,916.78
    Retained earnings -107,368.76 -103,343.29
    Profit/loss for the financial period -4,707.38 -4,042.14
    Non-controlling interests -311.28 -53.08
    Parent company shareholders -37,355.24 -32,664.53
    SHAREHOLDERS’ EQUITY -37,666.53 -32,717.43
    NON-CURRENT LIABILITIES 25,438.08 3,748.88
    CURRENT LIABILITIES 22,327.73 40,412.84
    SHAREHOLDERS’ EQUITY AND LIABILITIES 10,099.29 11,444.28

    CALCULATION OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY, EUR THOUSAND
    A:   Share capital
    B:   Share premium account
    C:  Invested unrestricted equity fund
    D:  Translation difference
    E:   Retained earnings
    F:   Total shareholders’ equity attributable to the parent company’s
    G: Non-controlling interests
    H:  Total shareholders’ equity

      A B C D E F G H
    Shareholders’ equity 1 Jan 2023 585.39 218.73 73,662.55 -1,197.92 -104,545.23 -31,276.47 503.13 -30,773.34
    Other changes                
    Profit/loss for the financial period         -4,042.14 -4,042.14 -42.73 -4,084.87
    Purchase of own shares       235.05   235.05 -5.33 229.72
    Other items of comprehensive income           -3,807.09    
    Paid in capital     253.98     253.98   253.98
    Translation difference         176.44 176.44   176.44
    Share-based remuneration         0.00 0.00   0.00
    Transactions with non-controlling interests             -508.15 1,480.52
    Shareholders’ equity 31 December 2023 585.00 219.00 73,916.78 -1,192.36 -106,192.89 -32,664.35 -53.08 -32,717.43
                     
      A B C D E F G H
    Shareholders’ equity 1 Jan 2024 585.00 219.00 73,916.78 -1,192.36 -106,192.89 -32,664.35 -53.08 -32,717.43
    Other changes       0.00 0.00      
    Profit/loss for the financial period         -4,707.38 -4,707.38 -310.09 -5,017.47
    Purchase of own shares       -51.33   -51.33 -16.66 -67.99
    Other items of comprehensive income           -4,758.71    
    Translation difference         54.23 54.23   54.23
    Share-based remuneration         -14.40 -14.40   -14.40
    Sale of subsidiary         13.81 13.81   13.81
    Transactions with non-controlling interests         14.18 14.18 68.55 82.73
    Shareholders’ equity 31 December 2024 585.00 219.00 73,916.78 -1,243.69 -110,832.45 -37,355.23 -311.29 -37,666.52

    CONSOLIDATED CASH FLOW STATEMENT, EUR THOUSAND 

      1 Jan – 31 Dec 24 1 Jan – 31 Dec 23 1 Jul – 31 Dec 24 1 Jul – 31 Dec 23
    Cash flow from operations        
    Earnings before taxes in the period -5,017.47 -4,084.87 -2,461.65 -2,094.96
    Adjustments to cash flow from operations:        
    Other income and expenses with no payment -235.55 -76.63 -261.44 -174.25
    Depreciation, impairment 469.53 834.41 265.81 417.90
    Income taxes 87.04 115.46 42.16 31.37
    Unrealised foreign exchange gains and losses -85.26 -255.59 124.47 -296.11
    Financial income and expenses 3,057.58 2,273.71 1,655.67 1,704.54
    Other adjustments 4.81 -561.90 3.25 -576.30
    Cash flow financing before changes in working capital -1,719.32 -1,755.41 -631.73 -987.82
             
    Change in working capital 1,290.45 -262.04 936.75 -313.93
    Interest received 47.37 0.72 10.04 3.07
    Interest paid -883.89 -710.82 -395.39 -333.90
    Taxes paid -133.04 -149.35 -40.34 -46.81
    Net cash flow from operations -1,398.42 -2,876.89 -120.68 -1,679.39
             
    Cash flow from investments        
    Acquisition of shares in group companies 0.00   0.00  
    Proceeds from disposal of shares in group companies 0.00   0.00  
    Investments in tangible and intangible assets -15.42 -22.33 -6.49 -9.95
    Proceeds from repayment of loans 0.00      
    Interest received on investments 0.00      
    Taxes paid on investments 0.00      
    Cash flow from investments -15.42 2,447.66 -6.49 1,049.09
             
    Net cash flow before financial items -1,413.84 -429.23 -127.18 -630.30
             
    Cash flow from financing activities        
    Transactions with non-controlling interests 19.53 136.18 -6.25 -12.17
    Drawdown of long-term loans 2,025.00 750.00 1,275.00 750.00
    Drawdown of short-term loans 0.00 736.90 -212.58  
    Repayment of short-term loans -129.07   -105.31 -1.81
    Repayment of lease liabilities -429.40 -697.51 -184.02 -354.56
    Net cash flow from financing 1,486.06 423.76 766.83 441.83
             
    Change in cash and cash equivalents 72.22 -5.46 639.66 -188.47
    Liquid assets, beginning of period 893.44 898.55 308.06 1,041.04
    Impact of changes in exchange rates -22.14 0.36 -4.20 40.88
    Liquid assets, end of period 943.53 893.44 943.53 893.44

    Accounting principles

    This release has been prepared in accordance with IAS 34 – Interim Financial Reporting. The interim report release complies with the same accounting principles and calculation methods as the annual financial statements. The updates to the IFRS standards that entered into force on 1 January 2024 do not have a significant impact on the figures presented.

    The preparation of a financial statement release in accordance with IFRS requires the management to use certain estimates and assumptions that affect the amounts recognised in assets and liabilities when the balance sheet was prepared, as well as the amounts of income and expenses in the period. In addition, discretion must be used in applying the accounting policies. As the estimates and assumptions are based on outlooks on the balance sheet date, they contain risks and uncertainties. The realised values may deviate from the original assessments and assumptions.

    The original release is in Finnish. The English release is a translation of the original.

    Going concern

    The Group’s result has remained negative, and the financial situation has been challenging at times but the financial statement release has been prepared in accordance with the principle of the business as a going concern. The assumption of continuity is based management assumptions on several factors, including the following:

    • The cost-saving programs have improved the Group’s profitability in 2023 and 2024. Operating expenses and personnel expenses have decreased by EUR 0.7 million in comparison with the review period and the cost structure is now lighter.
    • Additional cost-saving programs started in 2024 will have nearly full effect in 2025.
    • The Group is finding new growth areas and reinforcing its market position in Sweden, which is expected to have a positive impact on sales trends.
    • Negotiations regarding the arrangements for related party convertible bonds maturing in 2024 were successfully completed in 2024, resulting in the extension of their maturity to the autumn 2026.

    EUR 2.0 million of the Group’s financial institution loans are set to begin repayment on April 30, 2025. As of the publication date of the financial statement release, negotiations to extend the loan’s maturity date are still ongoing. However, management is confident that the outcome will be favorable for the company.

    At the time of the financial statement release, the company expects its working capital to be sufficient to cover its requirements over the next 12 months based on the financing support provided by the main owner if needed. Negotiations with the main owner to secure financing for the next 12 months are ongoing and are expected to be completed before the publication of the financial statements and based on this the financial statement release has been prepared in accordance with the going concern principle.

    Goodwill impairment testing and recognised impairment

    Digitalist Group tested its goodwill for impairment on 30 June 2024 and 31 December 2024. The goodwill is allocated to one cash-generating unit. No need to write down goodwill was identified.

    The value in use of the tested property exceeded the tested amount by EUR 9.0 million. The tested amount of goodwill in the balance sheet at the end of the review period is EUR 4.9 million.

    The company tests its goodwill based on the utility value of the assets. In the testing conducted on 31 December 2024 in conjunction with the financial statements, the cash flow forecasting period was from 2025 to 2029. During the forecast period, average growth in revenue of 15% is expected to be achieved which is supported by the market growth of the group’s industries and the increasingly extensive impact of digitalization in business life. In addition, the rapid development of artificial intelligence (AI) and its integration into service offerings will accelerate growth by offering more efficient and innovative solutions to customers. The efficiency measures and strategic recruitment carried out provide a solid basis for growth. EBITDA is projected to rise to 7% in 2026 and to 12% by the end of the forecasting period, being 9% on average.

    The method involves comparing the tested assets with their cash flow over the selected period, taking into account the discount rate and the growth factor of the cash flows after the forecast period. The discount rate is 11.4% (11.4%). The growth factor used to calculate the cash flows after the forecast period is 2.35%.

    The average EBITDA margin for the forecast period was used to calculate the value of the terminal period. A significant negative change in individual assumptions used in the calculations can necessitate a goodwill impairment charge. The sensitivity analysis indicates that an impairment charge may be necessary if the average growth in turnover is below 14% in the forecasting period and the fixed cost structure does not change. If the EBITDA falls below 6% in the forecasting period or the WACC surpasses 28%, all else equal, impairment charges may become necessary.

    CONSOLIDATED INCOME STATEMENT BY QUARTER, EUR THOUSAND

      Q4/2024 Q3/2024 Q2/2024 Q1/2024 Q4/2023
      1.10.-31.12.24 1.7.-30.9.24 1.4.-30.6.24 1.1.-31.3.24 1.10.-31.12.21
    Turnover 4,698.85 3,585.61 4,021.60 3,858.48 4,160.22
    Other operating income and expenses -5,031.05 -3,898.35 -4,749.35 -4,468.49 -4,757.59
    EBIT -331.99 -312.54 -727.84 -610.10 -597.37
    Financial income and expenses -616.81 -1,158.14 -783.20 -389.80 -1,017.55
    Profit before taxes -948.80 -1,470.68 -1,511.03 -999.91 -1,614.92
    Income taxes -50.64 8.66 -1.20 -43.68 -3.87
    PROFIT/LOSS FOR COMPARISON PERIOD -999.62 -1,462.03 -1,512.24 -1,043.59 -1,618.78

    CHANGES IN INTANGIBLE AND TANGIBLE ASSETS, EUR THOUSAND
      

      Goodwill Intangible assets Tangible fixed assets Right-of-use assets Other investments Total
    Carrying value 1 Jan 2023 4,677.98 109.82 65.08 1,135.06 101.76 6,090.22
    Increases   462.69 26.56 416.91 4.70 2,059.07
    Decreases            
    Changes in exchange rates 43.80 6.30 -0.40 -5.85   43.85
    Depreciation for the review period   -156.59 -37.63 -640.18   -834.47
    Carrying value 31 Dec 2023 5,444.44 422.53 48.47 867.05 6.27 6,789.76
                 
                 
      Goodwill Intangible assets Tangible fixed assets Right-of-use assets Other investments Total
    Carrying value 1 Jan 2024 5,444.44 422.53 48.47 867.05 6.27 6,789.76
    Increases 0.00 0.42 15.97 482.60 0.00 498.99
    Decreases 0.00   0.00 -462.23 0.00 -462.23
    Changes in exchange rates -199.68 -22.70 -1.35 -12.90   -236.64
    Depreciation for the review period   -85.57 -22.18 -344.61   -452.36
    Carrying value 31 Dec 2024 5,244.75 314.67 40.91 529.90 6.27 6,137.51

    KEY INDICATORS

      1 Jan – 31 Dec 2024 1 Jan – 31 Dec 2023
    Earnings per share (EUR) diluted -0.01 0.00
    Earnings per share (EUR) -0.01 -0.01
    Shareholders’ equity per share (EUR) -0.05 -0.05
    Cash flow from operations per share (EUR) diluted 0.00 0.00
    Cash flow from operations per share (EUR) 0.00 0.00
    Return on capital employed (%) -161.86 -27.8
    Return on equity (%) neg. neg.
    Operating profit/turnover (%) -12.27 -10.2
    Gearing as a proportion of shareholders’ equity (%) -99.00 -106.5
    Equity ratio as a proportion of shareholders’ equity (%) -379.11 -285.9
    EBITDA (EUR thousand) -1,512.94 -861.30

    MATURITY OF FINANCIAL LIABILITIES AND INTEREST ON LOANS

    31 December 2023 Balance sheet value Cash flow Under 1 year 1-5 years Over 5 years
    Loans from financial institutions 2,865.85 3,067.25 340.83 2,726.43  
    Credit limits 8,525.07 8,525.07 8,525.07    
    Convertible bonds 5,767.94 6,849.62   0.00  
    Capital loans 16,865.42 19,265.00   0.00  
    Other related-party loans 750.00 876.00 0.00    
    Lease liabilities IFRS 16 973.00 961.00 701.00 260.00  
    Accounts payable 864.66 864.66 864.66    
               
    31 December 2024 Balance sheet value Cash flow Under 1 year 1-5 years Over 5 years
    Loans from financial institutions 2,783.19 2,828.47 2,362.78 465.69  
    Credit limits 8,258.19 8,258.19 8,258.19    
    Capital loans 23,867.82 29,233.30   29,233.30  
    Other related-party loans 2,775.00 3,191.33   907.67  
    Lease liabilities IFRS 16 555.71 562.27 298.30 264.32  
    Accounts payable 1,124.07 1,124.07 1,124.07 0.00  

    Credit limits are valid until further notice.

    OTHER INFORMATION

      1 Jan – 31 Dec 2024 1 Jan – 31 Dec 2023
    NUMBER OF EMPLOYEES, average 123 139
    Personnel at the end of the period 122 126
         
    LIABILITIES, EUR THOUSAND    
    Pledges made for own obligations    
    Corporate mortgages 13,300.00 13,300.00
         
    Total interest-bearing liabilities    
    Long-term loans from financial institutions 458.98 2,659.11
    Other long-term liabilities 24,902.02 1,007.67
    Short-term loans from financial institutions 2,221.92 414.39
    Other short-term interest-bearing liabilities 10,657.00 31,665.62
    Total 38,239.92 35,746.80
         

    CALCULATION OF KEY FINANCIAL FIGURES

    EBITDA = earnings before interest, tax, depreciation and amortisation

    Diluted earnings per share = Profit for the financial period / Average number of shares, adjusted for share issues and for the effect of dilution

    Earnings per share = Profit for the financial period / Average number of shares adjusted for share issues

    Shareholders’ equity per share = Shareholders’ equity / Number of undiluted shares on the balance sheet date

    Cash flow from operations per share (EUR) diluted = Net cash flow from operations / Average number of shares, adjusted for share issues and for the effect of dilution

    Return on investment (ROI) =
    (Profit before taxes + Interest expenses + Other financial expenses) /
    (Balance sheet total – non-interest-bearing liabilities (average)) x 100

    Return on equity (ROE) = Net income / Total shareholders’ equity (average) x 100

    Gearing = interest-bearing liabilities – liquid assets / total shareholders’ equity x 100

    Attachment

    • DIGITALIST GROUP’S FINANCIAL STATEMENT RELEASE, 1 JANUARY–31 DECEMBER 2024

    The MIL Network –

    February 28, 2025
  • MIL-OSI: IDEX Biometrics ASA – Information about the first exercise period for warrants (Warrants A) issued in connection with the Private Placement and Subsequent Offering

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE ANNOUNCEMENT.

    Oslo, Norway – 28 February 2025 – Reference is made to the stock exchange announcements from IDEX Biometrics ASA (the “Company”) dated 17 September and 2 December 2024 regarding the commencement of the exercise period for Warrants A (ticker: IDEXJ), ISIN NO0013380048, issued in connection with the private placement in September 2024 and subsequent offering in December 2024.

    The exercise period for Warrants A will commence today, on 28 February 2025, and ends on 13 March 2025 at 16:30 CET. Each Warrant gives the holder a right to subscribe for one new share (“New Share”) in the Company at a subscription price of NOK 0.15. All Warrants A not exercised within this period will lapse without compensation to the holder. Warrants B may only be exercised from 31 March 2025 to 11 April 2025. Arctic Securities AS is acting as manager in connection with the exercise of Warrants A (the “Manager”).

    Exercise procedure 

    Warrants are exercised through the submission of a duly completed exercise form for the Warrants (the “Exercise Form”) to the Manager at the address or email address set out in the Prospectus and the Exercise Form and payment of the aggregate subscription price for the New Shares. The Exercise Form can be found at the websites of the Company (https://www.idexbiometrics.com/investors/), and Arctic Securities AS (www.arctic.com/secno/en/offerings). By completing and submitting an Exercise Form, the holder of the relevant Warrants irrevocably undertakes to acquire a number New Shares equal to the number of Warrants exercised at the relevant exercise price.

    For more information relating to the Warrants, please refer to the Prospectus approved and published by the Company on 13 November 2024.


    For further information contact:

    Marianne Bøe, Head of Investor Relations, +47 91800186
    Kristian Flaten, CFO, +47 95092322
    E-mail:ir@idexbiometrics.com

    For information about the Warrants please contact the Manager:
    Arctic Securities AS, tel.: + 47 21 01 30 40

     

    About IDEX Biometrics
    IDEX Biometrics ASA (OSE: IDEX) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity. The company’s solutions provide convenience, security, peace of mind, and seamless user experiences worldwide. Built on patented and proprietary sensor technologies, integrated circuit designs, and software, IDEX Biometrics’ biometric solutions target card-based applications for payments and digital authentication. As an industry enabler, the company partners with leading card manufacturers and technology companies to bring its solutions to market.

    For more information, please visit www.idexbiometrics.com.

        –  IMPORTANT INFORMATION – 

    This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

    This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer.

    In the United Kingdom, this announcement is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This announcement are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

    Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

    This announcement is made by and, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.

    Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

    This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement. Any offering of the securities referred to in this announcement will be made by means of a prospectus.

    This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus dated 13 November 2024 and stock exchange announcements published in connection with the private placement, subsequent offering  and the Warrants. Copies of the Prospectus is available from the Company’s registered office and, subject to certain exceptions, on the websites of the Company (www.idexbiometrics.com), Arctic Securities AS (www.arctic.com/secno/en/offerings).

    Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

    The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

    This information is published in accordance with the requirements of the Continuing Obligations.

    Attachment

    • IDEX Biometrics ASA – Exercise form – Warrants A

    The MIL Network –

    February 28, 2025
  • MIL-OSI Australia: Regulatory scrutiny of private capital increases

    Source: Allens Insights

    Private capital funds, managers and superannuation trustees should be on notice 11 min read

    Private capital is becoming a growing focus of regulators, both in Australia and internationally, given the ever-increasing flow of capital to the sector in recent years.

    ASIC’s recently released discussion paper, Australia’s evolving capital markets: A discussion paper on the dynamics between public and private markets (Discussion Paper), provides a timely reminder that Australia’s corporate regulator is upping its scrutiny of private markets and is carefully considering its current investigatory and enforcement powers.

    In this Insight, we explore the Discussion Paper and outline the regulatory tools ASIC may use to investigate and enforce its concerns, and the steps that private capital funds, managers and superannuation funds might consider to mitigate the risk of enforcement action.

    Key takeaways

    • ‘Private capital’ in this context covers a very broad range of investors and asset classes, including private equity, private credit, infrastructure and property funds and managers, as well as (in the current context at least) the increasing portion of superannuation assets that are invested in those funds (and their underlying asset classes).
    • ASIC is undertaking an active consultation into private markets. The Discussion Paper raises a number of concerns and seeks responses to a broad range of questions. While currently a voluntary process, ASIC expressly says it may need to take further regulatory action this year.
    • Private capital funds and managers should be on notice that they are now under increased regulatory scrutiny and that this could lead to investigations and/or enforcement action, as ASIC seeks to test some of its assumptions. There are active investigations already under way.
    • Private capital funds and managers should also monitor ASIC’s statements closely and consider whether, in light of the concerns identified (regarding governance, confidential information, disclosure of information to investors and valuations, amongst other things) their policies, systems and controls require uplift.
    • Superannuation trustees should monitor developments closely in light of the regulatory focus and their perceived role as ‘gatekeepers’.

    Background

    The value of assets under management (AUM) in Australia’s private capital market has been steadily growing in Australia:1 in 2024, the overall value of private capital funds AUM was $148.6 billion, a 161% increase since 2014. Part of this growth is a product of private capital funds raising money from Australia’s unique superannuation system, which has also increased by 118% since 2014 to reach a value of $4.083 trillion in 2024. At the same time, the number of initial public offerings (IPOs) in Australia is at its lowest in a decade.2

    Against that background, both the Australian Securities and Investments Commission (ASIC) and the Australian Prudential Regulation Authority (APRA) have made a number of public statements indicating that they intend to apply increased scrutiny to the private capital sector.

    • ASIC’s 2024-25 Corporate Plan states that one of its ‘key activities’ will be examining changes in public and private markets, including the ‘significant growth of private markets and the implications for the integrity and efficiency of public markets’.3
    • ASIC has also recently established a dedicated private markets unit focused on reinforcement of expectations around governance and accountability (including due to the reduced transparency associated with the less-onerous financial reporting), and management of conflicts of interest.4
    • APRA has concerns about the robustness of valuations for some classes of unlisted assets, including those relied on by superannuation trustees, as well as the inflation of valuations to support borrowing and broader fund performance measures and goals (ie fundraising).5 This is consistent with the position taken by regulators overseas: in July 2024, Britain’s Financial Conduct Authority initiated a review into the quality, robustness and integrity of private market valuation practices.
    • Most recently, ASIC’s Discussion Paper articulates a range of ASIC’s concerns in this space with more precision (which it has been discussing in various public forums during 2024).
    • We can expect more from ASIC in 2025, where it has said it will use the feedback it receives on the Discussion Paper to inform its priorities and work program over the next 12 months, including whether it needs to consider any regulatory interventions.

    ASIC’s concerns

    ASIC considers that the key risks of investments in private capital funds include:

    • opacity and unfair treatment of investors (eg preferential redemption rights for some investors and misclassification of retail investors as wholesale investors);
    • management of conflicts of interest (eg misaligned incentives, related-party transactions and treatment of confidential information);
    • valuation of illiquid assets (which impacts investment entry and exit prices, performance measurement and fees);
    • vulnerabilities from leverage; and
    • investment illiquidity (generally, private market investments cannot be realised quickly to meet an investor’s liquidity needs).

    As to how each of those issues might play out among specific asset classes and advisers, governance and conflicts issues are clearly of key concern to ASIC. It has said its concerns are:

    • for corporate advisers—governance arrangements; the management of conflicts of interest, staff and insider trading; and the protection of confidential information;
    • for wholesale private equity and private credit funds—governance; valuation practices; information rights provided to investors; management and/or performance fees; the management of conflicts of interest, staff and insider trading; the protection of confidential information; and fair treatment of investors;
    • for retail private credit funds—governance; valuation practices; the management of conflicts of interest; disclosure; distribution of products; credit risk and liquidity management; and
    • for superannuation funds—financial reporting and audits, encompassing valuation issues.

    How might ASIC investigate the concerns?

    While participation in ASIC’s consultation process on the Discussion Paper is voluntary, it may be that it engages in a more formal industry supervisory review, and through that process seeks more specific information from funds and other market participants, including through compulsory information gathering processes (ie requests for documents and information).

    Consistent with its approach in other sectors, ASIC may use its surveillance powers to obtain information about the state of the market and then consolidate those learnings into a report. By way of analogy, in scrutinising the retail banking, superannuation and financial advice sectors in recent years, ASIC has adopted an approach of:

    • first, publishing guidance or supervisory reports containing expectations and recommendations for the industry—since 2021, ASIC has undertaken supervisory reviews of valuation practices,6 responsible entity governance7 and fund marketing;8 and
    • second, a reasonable time after the publication of those reports, ASIC scans the industry for suitable case studies to investigate and possibly commence enforcement action against, with the aim of embedding good practice and motivating industry participants.

    Alternatively, it may seek to fast-track that process by running an early test case. There are active investigations in analogous issues that may provide a suitable vehicle.

    Regulatory toolbox

    Importantly, ASIC notes it intends later this year to publicly communicate its findings from any consultation and surveillance work it conducts, and that there may be a ‘need to take further regulatory action’.

    If ASIC does choose to take further regulatory action, it may rely on the following existing regulatory levers:

    Item Description
    Surveillance powers

    ASIC has expressed a concern that it has a lack of data to analyse the sector and that this is impacting its ability to understand the risks. It points to the more detailed data its international counterparts have (including in the US). While ASIC has said publicly that it is not seeking proprietary data at this stage of its consultation, depending on the response from the industry it may ultimately decide it needs to either:

    • undertake a more formal industry supervisory review; or
    • use its compulsory information gathering processes to seek documents and information under either the ASIC Act or the Corporations Act.
    Publication of regulatory guidance or supervisory report

    ASIC publishes regulatory guides to assist entities to understand the law. Following receipt of responses to the Discussion Paper and further stakeholder engagement, ASIC may publish regulatory guides on the regulation of private capital. ASIC may also release supervisory reports outlining the results of any further research and analysis on the private capital market.

    Expectations and recommendations in regulatory guidance are (at least in most cases) not themselves enforceable. However, recent experience has indicated that regulators may treat a failure to meet expectations and recommendations set out in published guidance as indicative of a failure to comply with these conduct provisions.

    General conduct provisions

    Once it has gathered this data, ASIC may consider whether any provisions of the ASIC Act or Corporations Act have been breached. The Discussion Paper sets out some provisions which it identifies may be of concern, including:

    • AFSL obligations: ASIC notes that private capital funds are often required to hold an Australian Financial Services Licence (AFSL) (if they are managed investment schemes) and that requires them to comply with (amongst other things) the s912A(1)(a) obligation to act efficiently, honestly and fairly, and comply with conflicts, competence and risk management obligations.
    • RE obligations: responsible entities of managed investment funds are also subject to duties to act honestly, with care and diligence and in members’ best interests.9
    • Financial product and service conduct obligations: other investment activities (even if not subject to an AFSL) may nevertheless be covered by other existing financial product conduct obligations, including those set out in Part 7.10 of the Corporations Act (eg misleading or deceptive conduct and insider trading, amongst other things).

    Recent enforcement action also demonstrates that ASIC may attempt to translate broader, conduct obligations into more refined obligations on businesses to have in place systems and processes to identify and mitigate risks.10 It is possible that a similar approach will be taken when scrutinising private market participants’ conduct (ie disclosure obligations to investors, rules around valuations).

    Confidential information

    Given ASIC’s focus on the protection of confidential information, it may also consider how it could utilise s183 of the Corporations Act, being the obligation not to improperly use confidential information that a person has gained as an employee, officer or director of a corporation, to gain an advantage for themselves or someone else or cause detriment to the corporation.

    ASIC has recently emphasised the responsibility that companies have in maintaining effective information barriers and policies that govern the handling of inside information (in particular, in relation to proposed transactions that companies are involved in or advising on) in REP 786, released in July 2024.11 There are also more specific Regulatory Guides covering adjacent areas, including RG-264 (Sell-side research), RG-393 (Handling of confidential information: Briefings and unannounced corporate transactions) and RG-73 (Continuous disclosure obligations: Infringement notices).

    Other regulators

    Regulators other than ASIC likewise have a considerable range of powers at their disposal, relevant for registrable superannuation entities (RSEs) like the industry and retail super funds. APRA, for example, has a comprehensive suite of legally binding Prudential Standards setting out its minimum requirements in relation to a range of areas, including capital, governance and risk management. It also publishes non-binding Prudential Guidelines setting out practices and steps entities can follow to comply with the Prudential Standards.

    Of particular note in the present context is Prudential Standard SPS 530, which sets out APRA’s requirements for investment governance by RSEs. Among other things, the Standard requires RSEs to develop, maintain and implement an effective valuation governance framework.12 The framework must include a board-approved valuation policy.13 APRA also expects that trustees undertake valuations on at least a quarterly basis.14

    Risk of enforcement action

    Recent examples suggest that the risk of enforcement action being taken where regulators’ expectations have not been met is likely to be higher in respect of:

    • larger entities, noting that penalties are generally increasing and are assessed for bodies corporate based on ‘whole of group’ revenue, meaning that targeting larger entities maximises the impact of enforcement action;
    • entities which are perceived to be outliers in terms of industry standards, or where ASIC can use an entity as an ‘industry example’ to have a deterrent effect on other entities; and
    • high-profile corporate collapses, or where there are public allegations of major compliance breaches.

    In relation to the last of these points, we note ASIC recently demonstrated a focus on ‘gatekeeper’ entities like superannuation trustees. Enforcement action indicates ASIC considers that upstream gatekeeper entities are in a position to enforce higher standards of conduct, and may suggest they could and should have driven better standards where there is a high-profile corporate collapse or major compliance issue.15 As part of its investigation into these gatekeeper entities, ASIC would likely seek to assess whether the onboarding and ongoing monitoring procedures that were applied to the downstream entity were compliant with any internal policies and procedures and/or statutory duties.16

    Actionable steps for organisations

    In our view, in circumstances where regulatory practice in this area continues to develop, private capital funds, managers and superannuation funds might consider the following steps to mitigate the risk of enforcement action:

    • Monitoring guidance: actively monitor for regulatory updates and guidance as and when they are released by regulators, and update internal policies, systems and processes in at timely way once regulatory guidance is available.
    • Future-proofing compliance: consider reviewing their existing internal compliance processes against existing standards (ie in advance of specific regulatory guidance being released) in light of statements made by regulators (including in ASIC’s Discussion Paper) that certain issues or practices may be the subject of regulatory scrutiny. For example, given the recent indications that regulators intend to focus on the use of confidential information and valuations, private capital funds, managers and super funds might consider conducting a preliminary review of their confidentiality and valuation practices (by, for example, ensuring they’re compliant with Prudential Standard SPS 530 – Investment Governance, where appropriate).
    • Enhancing review of public statements and disclosures: as noted earlier, disclosure documents and market-facing statements can contain implied representations that an organisation has adequate systems and processes in place about valuations, management and/or performance fees and expected performance of assets. Private capital funds, managers and super funds should carefully consider whether the information used in any market-facing statements and disclosures is accurate, complete and appropriately qualified to reflect potential uncertainties.

    MIL OSI News –

    February 28, 2025
  • MIL-OSI China: China, Botswana sign agreement on economic, technical cooperation

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

    GABORONE, Feb. 27 — China and Botswana signed an agreement on economic and technical cooperation between the two governments on Thursday in Gaborone, the capital of the southern African country.

    Speaking at the signing ceremony, Chinese Ambassador to Botswana Fan Yong said China and Botswana have long enjoyed a strong friendship, yielding fruitful results in practical cooperation. With the implementation of the agreement and other outcomes of the 2024 Beijing Summit of the Forum on China-Africa Cooperation, cooperation between the two countries in various fields will be further deepened.

    For his part, Botswanan Vice President and Minister of Finance Ndaba Gaolathe praised China’s remarkable achievements and expressed gratitude for China’s continuous support to Botswana, saying he hopes cooperation with China will contribute to Botswana’s economic growth and the well-being of its people.

    According to official statistics, in 2023, bilateral trade between China and Botswana reached 710 million U.S. dollars, marking a 15.7 percent year-on-year increase. In the first half of 2024, bilateral trade amounted to 419 million dollars, up 12.5 percent year on year.

    This year marks the 50th anniversary of diplomatic relations between China and Botswana, which were established on Jan. 6, 1975. The two countries’ relations were upgraded to a strategic partnership in September 2024.

    MIL OSI China News –

    February 28, 2025
  • MIL-OSI: 6/2025・Trifork Group AG – 2024 annual report and interim report for the quarter ending 31 December 2024

    Source: GlobeNewswire (MIL-OSI)

     
     
    Trifork Group – 2024 annual report and interim report for the quarter ending 31 December 2024

    Company announcement no. 6 / 2025
    Schindellegi, Switzerland – 28 February 2025

    Trifork Group reports full-year 2024 net profit of EURm 17.9 and EPS growth of 13.3%. Trifork Segment reports Q4 2024 revenue growth of 1.8% and EBITDA margin of 16.1%.


    Full-year 2024

    • Trifork Group
      • In 2024, Trifork Group revenue amounted to EURm 205.9, a decline of 0.9% from 2023. Adjusted for the effect of third-party software and hardware sales, revenue grew by 0.4% of which inorganic growth of 3.0% was offset by an organic decline of 2.6%. The organic decline was driven by market headwinds throughout the year in Build and Run.
      • Trifork Group EBITDA amounted to EURm 24.7, corresponding to 12.0% EBITDA margin.
      • Trifork Group EBIT amounted to EURm 8.2, corresponding to 4.0% EBIT margin.
      • Trifork Group net income amounted to EURm 17.9. Realized and unrealized gains in Trifork Labs of EURm 16.2 contributed significantly to net income.
      • Basic earnings per share was EUR 0.85 (2023: EUR 0.75). Diluted earnings per share was EUR 0.85 (2023: EUR 0.74).
    • Trifork Segment
      • In 2024, adjusted EBITDA of the Trifork segment amounted to EURm 26.9, a decline of 23.2% from 2023. The adjusted EBITDA margin was 13.1%, down from 16.9% in 2023 mainly due to lower revenue growth and increased investments in business development in the first half of the year.
      • Sub-segments
        • Inspire revenue increased by 18.1% to EURm 7.4 and realized an adjusted EBITDA of EURm -2.4 (2023: -2.7).
        • Build revenue declined by 0.2% to EURm 149.3 and realized an adjusted EBITDA margin of 13.4% (2023: 18.8%).
        • Run revenue declined by 4.3% to EURm 49.1 and realized an adjusted EBITDA margin of 24.5% (2023: 24.3%). If adjusted for sales of third-party licenses and hardware, Run grew 1.4%.
    • Trifork Labs
      • In 2024, Trifork Labs recorded EBT of EURm 13.3 driven by realized and unrealized gains from the agreement to partially exit an investment in the company XCI and unrealized gains from updated valuations due to liquidity events driven by external investors or better-than-expected operational and financial performance in some companies. Three smaller investments were fully impaired and other risk-based partial impairments were made.
      • At year-end 2024, the total book value of active Labs investments amounted to EURm 83.2 (2023: 69.7).

    Fourth quarter 2024

    • Trifork Group
      • In Q4 2024, Trifork Group revenue amounted to EURm 56.0, an increase of 1.8% from Q4 2023. Adjusted for the effect of third-party software and hardware sales, revenue declined by 0.2%.
      • Trifork Group EBITDA amounted to EURm 8.3, corresponding to 14.9% EBITDA margin.
      • Trifork Group EBIT amounted to EURm 3.7, corresponding to 6.7% EBIT margin.
      • Trifork Group net income amounted to EURm 12.7. Realized and unrealized gains in Trifork Labs contributed significantly to net income.
    • Trifork Segment
      • In Q4 2024, adjusted EBITDA in the Trifork Segment amounted to EURm 9.0, a decline of 23.4% from Q4 2023. The adjusted EBITDA margin was 16.1%, down from 21.4% in Q4 2023.
      • Sub-segments
        • Inspire revenue increased by 30.1% to EURm 3.7 and realized an adjusted EBITDA of EURm -0.8 (Q4 2023: EURm -0.3).
        • Build revenue increased by 0.2% to EURm 38.8 and realized an adjusted EBITDA margin of 13.2% (Q4 2023: 18.3%).
        • Run revenue increased by 4.3% to EURm 13.7 and realized an adjusted EBITDA margin of 31.0% (Q4 2023: 31.2%).
    • Trifork Labs
      • In Q4 2024, Trifork Labs recorded EBT of EURm 9.3 driven by realized and unrealized gains from an agreement to partially exit an investment in the company XCI and unrealized gains from updated valuations due to liquidity events driven by external investors or better-than-expected operational and financial performance in some companies. Three smaller investments were fully impaired and other risk-based partial impairments were made.

    Comment from CEO Jørn Larsen

    “2024 was an eventful year for Trifork, marked by an unstable economic environment and the growing negative impact of climate change worldwide. We all need to become more sustainable, and I am proud to observe the impact we have on our customers’ ESG agenda through digital innovation. In 2024, we also had exciting technological breakthroughs, and growing interest and strong operational performance in our portfolio companies in Trifork Labs. Despite the tough customer environment in the private sector and reduced EBITDA, our diluted earnings per share grew 15%, proving the strength of our two-legged business model – profitable operations in the Trifork Segment paired with strategic R&D investments in Trifork Labs. We had to adapt as some large customers scaled back, but won new business and grew our public sector revenue, and we continued to sharpen our go-to-market approach and product offering. Our products and capabilities within AI and spatial computing are in high demand, and these may become significant revenue drivers in the coming years. At the same time, our EURm 10 cost savings program will set us up for stronger margins in 2025.”

    Financial guidance for 2025 

    • Revenue is expected to be in the range of EURm 215-225 equal to 4.4-9.3% total growth
    • Organic revenue growth is expected in the range of 2.9-7.8%
    • Adjusted EBITDA in Trifork Segment is expected in the range of EURm 32.0-37.0
    • EBIT in Trifork Group is expected to be in the range of EURm 14.5-19.5.

    The guidance does not include potential effects from new acquisitions or divestments.

    Mid-term financial targets for 2026

    Based on the lower-than-expected performance in 2024 and the continued instability in the economic environment in 2025, the mid-term revenue targets for 2026 are adjusted:
     

    • Total revenue CAGR of 10-15% from a baseline in 2024 (prev. 15-25% with a baseline in 2023)
    • Organic CAGR of 5-10% from a baseline in 2024 (prev. 10-15% with baseline in 2023)

    The margin and gearing targets for 2026 are maintained:

    • 16-20% adj. EBITDA margin in Trifork Segment in 2026
    • 10-14% EBIT margin in Trifork Group in 2026
    • Net interest-bearing debt leverage of up to 1.5x Group adj. EBITDA (may temporarily exceed during the period)

    Change to Executive Management

    The Group CRO role will transition into a decentralized structure, with four regional CRO positions covering our core markets in Denmark, US, Switzerland, and UK to better reflect our decentralized organization. Some of these positions will be filled internally. As a consequence, Trifork will reduce Executive Management to CEO Jørn Larsen and CFO Kristian Wulf-Andersen. Morten Gram will leave the Group Executive Management.

    Main events in 2024

    • Inspire
      Trifork’s Inspire sub-segment, where we arrange technology conferences and online tech content, planned to stabilize performance in 2024 compared to the loss of EURm -2.7 in 2023. Overall, it turned out to difficult and we did not see any major market improvements in willingness to invest in sponsorships to conferences and education of their employees. The result was a growth of 18.1% with an EBITDA improvement of just EURm 0.3 compared to 2023. This was not satisfactory and we have now decided to exit part of our conference activities in 2025 and co-work or potentially co-own minority stakes in some of these with other partners. In total, we had 5,900 attendees to our conferences. Our GOTO tech channels on YouTube and Instagram ended the year with more than 80 million accumulated views – equal to more than 18 million views in 2024. The YouTube channel now has more than 1 million subscribers and we received a gold-reward plate from Google. According to Tech Talk Weekly, GOTO was behind the single most watched tech talk on YouTube in 2024. GOTO had five videos in the top 10, and 22 times in the top 100.
    • Build
      Trifork’s Build sub-segment, where we develop innovative software solutions for customers, saw unchanged revenue compared to 2023. Build accounted for 72.5% of total revenue. Corporates continued to take a cautious approach to IT spending in light of the global economic and geopolitical uncertainty. The continued low activity from private sector customers has been particularly visible in UK, whereas private sector engagements in US displayed comparatively better performance due to successful business development efforts. Overall, new customers accounted for 28% of revenue – similar to 2023. The public sector customer base primarily consists of Danish engagements. Danish public revenue grew 9.4% in 2024. After a soft start to the year with disruptions to existing customer engagements, the Danish Public business gained momentum with several key wins and ramp-up of delivery on existing framework agreements won in previous quarters and years. In January 2024, Trifork increased its stake in Erlang Solutions, a previous acquisition. In May, Trifork acquired Spantree in the US. In June, Trifork acquired Sapere Group in Denmark. All companies primarily deliver Build revenue.
    • Run
      Trifork’s Run sub-segment, where we operate and maintain internally or externally developed products for our customers, grew by 1.4% on hosting, service agreements, and Trifork licenses. Run-based revenue now accounts for 23.8% of total revenue. Growth was lower than expected due to delayed start or ramp-up of new agreements. During 2024, we continued to develop on existing Trifork IP and products but also launched new product offerings like Corax AI and Contain hosting platform products.
    • Trifork Labs
      Trifork Labs, the investment arm of Trifork Group that invests in strategic partnerships and uses venture-financing to grow some of our internally developed products, saw a continued strong momentum in 2024 in its 24 investments. Revenue in the portfolio companies (not consolidated in Trifork Group due to minority ownership stakes) surpassed EURm 100, up from EURm 50 two years ago. Trifork Labs co-founded TSBX and Mirage Insights, and made a new external investment in Rokoko Care. Trifork Labs provided additional funding to Arkyn Studios, Bluespace Ventures, and Dryp. A partial exit was announced in December in XCI where an institutional investor joined the growth journey with a 30% acquisition of existing shares. The sale was done above book value and contributed significantly to Group net income.


    Initiation of share buyback program

    Today, 28 February 2025, the Board of Directors decided to initiate a share buyback program of up to DKKm 14.92 (EURm 2.0) for the period from 4 March 2025 up to and including no later than 30 June 2025. A separate announcement will be distributed with further details.

    Results presentation

    Trifork will host a results presentation and Q&A session with CEO Jørn Larsen and CFO Kristian Wulf-Andersen today, 28 February 2025 at 11:00 CET in a live webcast that can be accessed via the following link: https://investor.trifork.com/events/. A recording will be made available on our investor website.

    Investor and media contact

    Frederik Svanholm, Group Investment Director & Head of Investor Relations
    frsv@trifork.com, +41 79 357 7317

    About Trifork  

    Trifork is a pioneering global technology partner, empowering enterprise and public sector customers with innovative solutions. With 1,229 professionals across 73 business units in 16 countries, Trifork delivers expertise in inspiring, building, and running advanced software solutions across diverse sectors, including public administration, healthcare, manufacturing, logistics, energy, financial services, retail, and real estate. Trifork Labs, the Group’s R&D hub, drives innovation by investing in and developing synergistic and high-potential technology companies. Trifork Group AG is a publicly listed company on Nasdaq Copenhagen. Learn more at trifork.com.

     

    Attachments

    The MIL Network –

    February 28, 2025
  • MIL-OSI: 7/2025・Trifork Group AG – Initiation of share buyback program

    Source: GlobeNewswire (MIL-OSI)

    Company announcement no. 7 / 2025
    Schindellegi, Switzerland – 28 February 2025


    Initiation of share buyback program

    Today, Trifork Group AG (“Trifork”) announces that the Board of Directors has decided to initiate a share buyback program of up to DKK 14.92 million (approximately EUR 2.0 million). 

    The share buyback program is initiated pursuant to the decision of the Board of Directors taken on 28 February 2025 to acquire own registered shares with a nominal value of CHF 0.10 each.

    The purpose of the program is to meet Trifork’s obligations pursuant to the employee stock program and potentially to reduce the share capital by cancellation of shares, if and to the extent so decided in the future by the Board of Directors, by use of the new capital band set forth in the articles of association of Trifork, which were approved by the annual general meeting on 19 April 2024.

    The share buyback program is planned to run from 4 March 2025 up to and including no later than 30 June 2025. The buyback program will not be active from 9 April to 15 April 2025.

    The share buyback program will be executed in accordance with EU Market Abuse Regulation, EU Regulation no. 596/2014 of 16 April 2014 and the provisions of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 (the “Safe Harbour Regulation”).

    Trifork has appointed Danske Bank A/S as lead manager of the share buyback program. Under a separate agreement, Danske Bank A/S will within the announced limits buy back shares on behalf of Trifork and make related trading decisions independently of and without influence by Trifork.

    The share buyback program will be implemented under the following terms:

    • The maximum total consideration for shares bought back will be DKK 14.92 million (approximately EUR 2.0 million).
    • The maximum number of shares to be bought back is 400,000, equivalent to 2.0% of the outstanding registered number of shares of Trifork.
    • The maximum number of shares that may be purchased per daily market session may not exceed 25.0% of the average daily volume of Trifork’s shares traded on Nasdaq Copenhagen during the preceding 20 trading days.
    • Shares cannot be bought back at a price exceeding the higher of (i) the share price of the last independent transaction on Nasdaq Copenhagen, and (ii) the highest independent bid on the shares on Nasdaq Copenhagen.
    • On a weekly basis, Trifork will announce transactions made under the share buyback program in accordance with the reporting obligations imposed by the Safe Harbour Regulation.
    • The shares will be acquired through public trading on Nasdaq Copenhagen.
    • Trifork is entitled to suspend or terminate the share buyback program at any time. Such a decision will be disclosed in a company announcement.

    Prior to the launch of the share buyback program, Trifork holds 289,640 treasury shares corresponding to 1.5% of the total share capital.


    Investor and media contact

    Frederik Svanholm, Group Investment Director & Head of Investor Relations
    frsv@trifork.com, +41 79 357 73 17


    About Trifork

    Trifork is a pioneering global technology partner, empowering enterprise and public sector customers with innovative solutions. With 1,229 professionals across 73 business units in 16 countries, Trifork delivers expertise in inspiring, building, and running advanced software solutions across diverse sectors, including public administration, healthcare, manufacturing, logistics, energy, financial services, retail, and real estate. Trifork Labs, the Group’s R&D hub, drives innovation by investing in and developing synergistic and high-potential technology companies. Trifork Group AG is a publicly listed company on Nasdaq Copenhagen. Learn more at trifork.com.

    Attachment

    • CA_7_2025_Buyback

    The MIL Network –

    February 28, 2025
  • MIL-OSI Economics: Renewal of the Bilateral Swap Arrangement between Japan and India

    Source: Reserve Bank of India

    Japan and India renewed the Bilateral Swap Arrangement (BSA) effective today (Feb. 28, 2025).

    The Bank of Japan, acting as agent for the Minister of Finance of Japan, and the Reserve Bank of India signed the second Amendment and Restatement Agreement of the BSA. The BSA is a two-way arrangement where both authorities can swap their local currencies in exchange for the US Dollar. The size of the BSA remains unchanged, that is, up to 75 billion US Dollars.

    Japan and India believe that the BSA, which aims to strengthen and complement other financial safety nets, will further deepen financial cooperation between the two countries and contribute to regional and global financial stability.

    (Puneet Pancholy)  
    Chief General Manager

    Press Release: 2024-2025/2272

    MIL OSI Economics –

    February 28, 2025
  • MIL-OSI Australia: Productivity Commission appointment

    Source: Australian Treasurer

    The Government has agreed to recommend to the Governor‑General, Her Excellency the Honourable Sam Mostyn AC, the appointment of Dr Angela Jackson as a full‑time Social Policy Commissioner to the Productivity Commission (PC), for a five‑year period.

    This is a key appointment for one of Australia’s key economic institutions.

    Driving productivity and higher living standards is a Government priority, and to do that we need the highest calibre of Commissioners at the PC.

    Dr Jackson is the Lead Economist at Impact Economics and Policy. She has been a part‑time Commissioner of the Commonwealth Grants Commission, a Member of the Economic Inclusion Advisory Committee and Chair of the Women in Economics Network that works to build the pipeline of female Australian economists.

    Dr Jackson was part of the independent panel that reviewed the Commonwealth Government’s response to the COVID‑19 pandemic and was also a Board Member and Chair of the Finance Committee at Royal Melbourne Hospital.

    She has also held senior economic advisory roles for the Commonwealth Government.

    Dr Jackson holds a PhD in Health Economics from Monash University and a Masters in International Health Policy (Health Economics) from the London School of Economics and Political Science.

    This proposed appointment would continue the high level of skills and experience within the PC, to help ensure its continued high‑quality research and advice on the key sectors of our economy.

    If appointed, Dr Jackson’s work at the PC will make a key contribution to the five pillars of the Government’s productivity agenda to build a more productive Australia.

    MIL OSI News –

    February 28, 2025
  • MIL-OSI New Zealand: Speech to LGNZ Metro, Rural and Provincial Sectors Forum

    Source: New Zealand Government

    Good afternoon!

    I want to acknowledge the immense amount of work Minister Bishop has done in leading this Going for Housing Growth programme – it is vitally important.

    As the Minister flagged, central to Going for Housing Growth is this idea that growth should pay for growth, and a key tension in this system centres on finding a balance between certainty about where growth will occur and having the flexibility to respond to demand.

    The Infrastructure Funding and Financing Act (IFFA) hits both of these things – it levies those benefitting from the infrastructure and is an important piece in this responsiveness puzzle, enabling demand-led growth without further straining councils’ balance sheets.

    However, we’ve become aware of barriers to its use, so we’re making some changes to make it fit for purpose, which I’ve been tasked with leading.

    IFFA background

    The IFFA emerged from a great example of the market innovating to solve coordination problems and deliver benefits much sooner than the public sector could have. 

    Developers saw an opportunity at Milldale to deliver housing but needed infrastructure to enable that to happen.

    Unable to rely on a council constrained by its own growth plans and lack of funds, the developers set up a special purpose vehicle (SPV) to raise the finance needed to deliver the infrastructure and then levied the subsequent landowners to repay the debt.

    Recognising the value of this approach, the government at the time rightly sought to codify this to be replicated around the country, culminating in the IFFA.

    In addition to providing a responsive, market-led pathway to enable greenfield development, the IFFA has several benefits.

    It can enable intensification in existing urban areas by funding and financing infrastructure upgrades.

    As the SPV is off balance sheet, it preserves council debt headroom while delivering additional infrastructure capacity. 

    It ensures revenue streams are certain and are hypothecated to the relevant infrastructure.

    It ensures fairness in that those who benefit pay – it spreads the infrastructure costs over a longer period of time and, therefore, more fairly across the beneficiaries over that infrastructure’s lifespan.

    Yet, its responsive, market-led vision has not been realised.

    No further greenfield deal has been done since the IFFA’s Milldale inspiration, with only two city-wide levies have been struck.

    We set out to understand why, and we have gone about fixing it.

    Streamline levy development and approval

    We’ve heard the process for standing up an IFFA transaction is unnecessarily burdensome and costly.

    A range of requirements are duplicated and redundant, which slow the process without adding any real benefit.

    A Minister doesn’t need to be bogged down with immaterial technical detail, and we don’t need ambiguities that arbitrarily leave some important matters neglected.

    We’re making a range of detailed changes to address this.

    Our focus is to ensure the right information is available in the right format at the right time to make the right decisions.

    There is also an embedded suggestion that a Minister is somehow always the best arbiter of what’s reasonable and affordable, even where affordability is already internalised.

    While we acknowledge the decision to impose a levy on existing ratepayers is a serious one, if a greenfield levy is proposed by the developer with skin in the game, or everyone affected otherwise consents, we are now going to take the wild approach of trusting that they’re acting in their own best interests.

    Increasing uptake

    Extending access to a variety of users 

    Last year, Cabinet made the decision to extend the scope of the IFFA to cover water entities under Local Water Done Well, and now we’re extending it further to NZTA projects. 

    This will mean major transport projects can recover a share of the infrastructure cost from those who benefit from an increase in development capacity, helping growth pay for growth and adding to the potential funding stack.

    Supporting developer-led proposals

    Part of the current process requires a levy to be endorsed by levy and infrastructure authorities, such as councils, before a proposal can be progressed, with no clear criteria to limit obstruction.

    In pursuit of responsiveness and growth, we are making changes that will require the endorsements to be given where statutory requirements are met.

    We cannot afford to give a licence to say ‘no’, so we’re not going to give it.

    Deferrals

    We’re also moving to enable levy payment flexibility.

    While infrastructure adds value to properties which benefit, and generally increase wealth, annual levies may be difficult to provide for when property owners may not have much financial headroom.

    We’re therefore introducing levy deferral options, so property owners can defer payment to a later date or until a specified triggering event. 

    Ensuring deferral options are reflected clearly and transparently will mean all parties can make better decisions, including the responsible Minister through the affordability assessment.

    Project eligibility

    Currently, there is ambiguity about whether projects commissioned prior to when a levy proposal is submitted are eligible, so we’re clarifying that projects commissioned up to two years prior will be. 

    This will extend coverage to circumstances where projects may have recently been completed but house sales have yet to occur.

    Use for development levies

    With the advent of the development levies Minister Bishop has just announced, we’re also making changes to help them work together with the IFFA.

    If a developer is facing the prospect of big development levy for council-provided infrastructure, there may be demand for the IFFA to finance this to be repaid by future homeowners.

    For this use case, we are removing the requirement that IFFA levies have a direct link to specific bulk infrastructure.

    Other changes

    There are a range of other changes, such as:

    • SPVs getting explicit powers to commence recovery action for unpaid levies
    • councils being able to request reimbursement of levy administration costs as a condition of endorsement
    • introducing flexibility about where the infrastructure must be vested
    • putting levies on an even keel with rates in the event of a rating sale
    • several other minor, technical, and remedial tweaks.

    Together, these changes will deliver a more usable pathway for IFFA deals that can be accessed by developers and others.

    The objective is to deliver infrastructure that may not have been planned by councils or planned for in the timeframe that developers need it.

    Conclusion

    While the IFFA is relatively technical, it is a very important tool, and it has a key role in facilitating demand-led growth.

    By streamlining processes and improving usability, and having National Infrastructure Funding and Financing (NIFF) engaged to assist councils and others with expertise and growing capacity, we expect the IFFA will be much more attractive and used much more widely.

    We need growth, and growth must be responsive to demand.

    The IFFA has a distinct and important role in delivering this.

    MIL OSI New Zealand News –

    February 28, 2025
  • MIL-Evening Report: Australia’s retirement savings are too big to invest at home – here’s why super funds are looking to the US

    Source: The Conversation (Au and NZ) – By Susan Thorp, Professor of Finance, University of Sydney

    Marek Masik/Shutterstock

    You might remember Pesto, the king penguin chick who became a star attraction at Melbourne Aquarium last year. Good food, good genes and a safe home let Pesto grow into a huge ball of brown fluff twice the size of his parents. Pesto became a local and international celebrity.

    While not cute or funny like Pesto, Australia’s financial sector gave birth to its own baby three decades ago that has since rapidly grown into a big adult – superannuation. It, too, has become internationally famous.

    This week, our superannuation sector attracted the attention of US asset managers and government officials, including the new US Treasury Secretary Scott Bessent, at a summit in Washington DC.

    Super industry leaders joined Treasurer Jim Chalmers and the Australian ambassador to the US, Kevin Rudd, to pitch a strengthening of ties. So, why are Australian super funds so keen to shore up support in the United States?




    Read more:
    Your super fund is invested in private markets. What are they and why has ASIC raised concerns?


    A giant nest egg

    Figures from the Australian Prudential Regulation Authority (APRA) show the total pool of superannuation assets had grown to about A$4.2 trillion by December 2024. That’s up 11.5% on the year before.

    That’s about 160% of the value of all goods and services produced in Australia – the gross domestic product (GDP) – over the year to June 2024 at $2.6 trillion.

    This scales to a very large pool of investable retirement money – the fifth largest in the world. Australia’s population ranks just 54th in the world.

    Some of the biggest individual funds have significant assets under management. Australian Super and Australian Retirement Trust, for example, both manage more than $300 billion in retirement savings.

    Looking overseas

    This leads us to why the Australian super industry is securing openings in the US. Australian super funds have invested some funds overseas since their inception. But this practice is expanding quickly for two reasons.

    First, the sheer size of the superannuation investment pool has largely outgrown its Australian asset base.

    To illustrate, our $4.2 trillion super pool is significantly larger than the total market capitalisation of the Australian Securities Exchange (ASX), about $3.1 trillion.

    Without new places to invest our super, it’s impossible to keep earning a return on it.

    The second – and related – reason is the need for diversification. It makes sense to lower risk by spreading funds across industries, geographies and jurisdictions.

    A scan of the aggregated asset allocation of large Australian super funds shows that around half of the funds invested in equities, property and infrastructure are currently in overseas assets.

    The US accounts for about 45% of aggregate financial assets of all investors worldwide – more than US$90 trillion (A$144 trillion).

    The strategy to diversify investments has paid off. The US stock market has seen some spectacular recent returns, with annual returns of more than 20% in some years. These have far outpaced those of the ASX.

    Compulsory savings

    Australia’s super sector has been fed by compulsory contributions (savings) and investment returns. Super has also been protected by legislation that makes participation compulsory for most workers and preserves savings until retirement.

    Australia has had a system of compulsory employer superannuation contributions for workers since 1992.
    DGLimages/Shutterstock

    Since 1992, employers have made compulsory (superannuation guarantee) contributions on behalf of workers into superannuation accounts. The compulsory contribution has risen significantly from an initial 3% of earnings to 12% of earnings from July this year.

    High coverage (well over 90% of workers), combined with rising contribution rates, has meant the amount of money flowing into superannuation accounts has grown at a remarkable compound annual rate of 14% since 1992.

    Even after the superannuation guarantee rate peaks at 12% this year, growth in labour earnings, fed by workforce and productivity growth, will continue to generate substantial inflows.

    Can’t touch our nest egg early

    Australia’s strict rules preventing withdrawals from super are among the tightest in the world. With some exceptions for extreme hardship, members of super funds can withdraw their savings from age 60 if they retire, and from age 65 even if they have not retired.

    An ageing population will mean more retirees in future decades, speeding up outflows. But so far, Australian retirees are proving to be very cautious with their nest eggs.

    Along with compulsory contributions and rules on withdrawing it, investment returns have grown the super baby, at rates of 7.3% annually over the past 30 years, or about 4.4% annually above inflation.

    The super sector is still smaller than its older sibling, the banking system, where assets of A$6.3 trillion are about 240% of the value of annual GDP. But super is forecast to grow to 200% of annual GDP over the next two decades.

    Riskier investments

    To generate these rates of return, Australian super funds have invested in a wide range of financial assets, and with a substantial exposure to high return (but riskier) assets.

    In Australia, super funds invest around two-thirds
    of funds in equities, property, infrastructure and commodities, and around one-third in safer bonds and cash.

    That contrasts with some other pension systems, such as Japan and the UK, where a majority of funds are invested in safer assets like government bonds.

    Susan Thorp is a member of UniSuper. She receives and has received research funding from the Australian Research Council, the Australian Securities and Investments Commission, the TIAA Institute (USA), IFM, and UniSuper and Cbus Superannuation funds via ARC Linkage Grants. Thorp was previously Professor of Finance and Superannuation at UTS, a position that was partly funded by Sydney Financial Forum (Colonial First State Global Asset Management), the NSW Government, the Association of Superannuation Funds of Australia (ASFA), the Industry Superannuation Network (ISN), and the Paul Woolley Centre for the Study of Capital Market Dysfunctionality, UTS. She was an Associate Investigator for the ARC Centre of Excellence in Population Ageing Research (CEPAR), and is a member of the OECD-International Network on Financial Education Research Committee, the Steering Committee of the Mercer CFA Global Pensions Index, the Australian Securities and Investments Commission (ASIC) Consultative Committee, the Board of New College (UNSW) and the Research Committee of Super Consumers Australia, a not-for-profit advocacy organisation for Australian pension plan participants.

    – ref. Australia’s retirement savings are too big to invest at home – here’s why super funds are looking to the US – https://theconversation.com/australias-retirement-savings-are-too-big-to-invest-at-home-heres-why-super-funds-are-looking-to-the-us-250920

    MIL OSI Analysis – EveningReport.nz –

    February 28, 2025
  • MIL-Evening Report: Yes, paper straws suck. Rather than bring back plastic ones, let’s avoid single-use items

    Source: The Conversation (Au and NZ) – By Bhavna Middha, ARC DECRA Senior Research Fellow, Centre for Urban Research, RMIT University

    Dragon Images/Shutterstock

    When US President Donald Trump ordered federal agencies to return to plastic straws, claiming the paper version is ineffective and “disgustingly dissolves in your mouth”, he was widely criticised for setting back efforts to reduce plastic pollution. But many alternatives designed to help phase out single-use plastics don’t really solve the problem at all.

    It’s not unusual to see plastic bans challenged or overturned. However, a government ban on the substitute is altogether new.

    It’s true paper straws can disintegrate and become soggy before we finish a drink. Problems with finding viable substitutes to single-use plastics is one of the many challenges involved in phasing them out.

    Sometimes, swapping one single-use item for another really is more trouble than it’s worth. A better approach would be to change our society’s single-use and disposal mindset.

    The problem with plastic

    Plastic pollution is an urgent problem for the environment and human health. Microplastics are everywhere, from Antarctica to our brains.

    Plastic is made from fossil fuels, and so contributes to global warming. What’s more, plastic production is forecast to triple by 2050.

    But recycling is difficult. Less than 10% of the world’s plastic has been recycled.

    So we need to reduce our use of plastic in the first place, rather than trying to clean it up afterwards.

    Substituting plastic straws for paper still involves using virgin materials.
    JeniFoto/Shutterstock

    Poor substitutes and other traps

    Trump rejected paper straws, saying they “don’t work” as well as plastic straws. The poor consumer experience of drinking through a soggy straw is one thing, but there are other problems too.

    Swapping one problematic or hazardous material for another is sometimes called “regrettable substitution”, because the replacement has its own issues. For example, one harmful chemical used to make plastics is often replaced with others that are as bad or worse.

    Paper straws, like paper cups, are often coated with plastics such as polyethylene or acrylic resin. This makes them difficult to recycle but also raises the risk of pollution. Some paper straws have been shown to contain more “forever chemicals” (per- and polyfluoroalkyl substances, or PFAS) than plastic.

    Along with paper, other plant-based materials such as corn starch and bamboo are increasingly replacing single-use plastics – especially in food packaging. These substitutes carry a cost that is passed down to consumers, and many are more expensive to produce than plastic.

    Some are labelled “compostable” or “biodegradable”. The term compostable suggests they will break down in home compost heaps or green waste bins, but that has been called into question.

    Unfortunately, the term “biodegradable” does not necessarily mean a material will break down in home compost, or even landfill. It may require heat or pressure – in an industrial setting – for it to disintegrate enough to be harmless or safely used on your garden.

    When it comes to straws, paper, bamboo, metal and glass have all been adopted as substitutes. Metal and glass straws could be dangerous for kids and less able-bodied people. They can also be hard to clean. Again, “biodegradable plastic” products have been accused of greenwashing and have been banned from organic composting bins in New South Wales and potentially Victoria because they don’t disintegrate well or are contaminated.

    Meanwhile, thicker plastic bags labelled “reusable” have been introduced following bans on lightweight “single-use” plastic bags. While these durable bags may be reused for months at a time, they will eventually wear out and then they are even harder to break down in landfill.

    Plastic bans can be problematic

    Governments all over the world have attempted to ban single-use plastic. Often these bans are introduced without considering how the products are used in daily life and how those services will be replaced. The changes may disadvantage certain groups and new supply chains need to be created.

    Often, governments wanting to be seen as protecting the environment target the low-hanging fruit such as plastic straws and plastic bags, rather than packaging as a whole.

    So it’s no surprise these bans have faced opposition. Many have already been repealed or diluted.

    In India, for example, the plastic ban was criticised for shifting the burden of waste management away from larger, more polluting industries on to smaller businesses. Larger establishments were also accused of passing the costs of substitute packaging, such as more expensive paper and cloth, to consumers.

    Better to avoid single-use items

    It’s time to stop searching for the perfect substitute. Let’s instead focus on getting rid of single-use items altogether.

    Remember, straws were originally used for very specific cases and places: very young children and others unable to drink straight from a cup. They might still need straws.

    Single-use bottles are unnecessary. We should learn from Germany’s glass bottle reuse system and set up circular loops of production and distribution.

    Get serious about reducing plastic packaging

    While some packaging – even some plastics – is needed for food safety and freshness, an overhaul of unnecessary packaging would go a long way.

    In the United Kingdom, anti-waste charity WRAP examined fresh produce in supermarkets and called for the government to ban packaging on 21 fruits and vegetables sold in supermarkets by 2030. These included cucumbers, bananas and potatoes.

    Removing unnecessary packaging and plastics involves reconfiguring social rules, knowledge, standards and expectations such as making items without packaging affordable and widely available. We must challenge our disposable society by creating spaces and practices that allow reuse.

    Better policies and regulations

    Policies that prevent plastics from reaching consumers in the first place would be better than bans on single-use items.

    Governments should put the onus on the corporations that have profited from plastic and their role in plastic pollution.

    Supermarkets and the food industry as a whole must also take responsibility for their part in the plastic waste problem.

    Voluntary codes have not worked. Government regulation levels the playing field, but industry expertise and technical and social knowledge is needed to ensure systems work. While not without its challenges, Australia’s tyre recycling system has addressed many similar issues. The scheme’s approach to developing a national market for used tyres could be replicated for plastics, packaging and glass.

    Meaningful change for our environment and health requires government regulations done well and fairly. It also requires coordinated waste infrastructure and industry practices that build on technical expertise and consumers’ lived experience.

    Bhavna Middha receives funding from the Australian Research Council through the Discovery Early Career Research Award.

    Ralph Horne receives funding from the Australian Research Council (ARC) and a range of industry and government partners from time to time, to support research activities relevant to this article. In particular, he is a Chief Investigator on the ARC Research Hub Transformation of Reclaimed Waste Resources to Engineered Materials and Solutions for a Circular Economy (TREMS).

    Kajsa Lundberg does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    – ref. Yes, paper straws suck. Rather than bring back plastic ones, let’s avoid single-use items – https://theconversation.com/yes-paper-straws-suck-rather-than-bring-back-plastic-ones-lets-avoid-single-use-items-250266

    MIL OSI Analysis – EveningReport.nz –

    February 28, 2025
  • MIL-OSI China: Entrepreneurs to be provided policy support

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

    China will ramp up efforts to provide more effective financial and policy support for young entrepreneurs and aspiring business owners as part of a broader push to invigorate the economy and promote higher-quality employment.

    Seven central government departments, including the Ministry of Human Resources and Social Security, the Ministry of Education and the Ministry of Finance, recently issued a guideline aimed at optimizing the business environment and fostering more individual entrepreneurs and startups.

    The guideline underscores the importance of cultivating entrepreneurial awareness, particularly among young people. Universities and vocational colleges are encouraged to organize innovation-related activities and competitions while integrating more entrepreneurship-focused resources into their curricula.

    College graduates, migrant workers, demobilized military personnel and people having trouble finding jobs due to financial or physical difficulties will be the key beneficiaries of the government’s support. They will be provided with opportunities to gain hands-on experience at well-established companies, the guideline says.

    Local authorities are encouraged to use digital tools to create entrepreneurial simulation platforms, allowing aspiring business owners to gain immersive, real-world experience in company management, marketing and commercial operations.

    The guideline also calls for improved public services for entrepreneurs. Local governments can establish mentorship programs by inviting successful business leaders, investors and experts to provide guidance.

    For those whose ventures fail, authorities are urged to offer assistance in labor relations and social security, as well as provide loan support for those seeking a second chance.

    The government will also enhance financial support by expanding tax reductions, offering low-interest loans and providing one-time subsidies to eligible entrepreneurs.

    Banks are encouraged to streamline their approval processes to facilitate financing for startups.

    Additionally, China plans to promote entrepreneurship by highlighting success stories and awarding individuals who create significant employment opportunities or contribute to industrial development.

    Li Chang’an, a professor at the Academy of China Open Economy Studies at the University of International Business and Economics in Beijing, said entrepreneurship plays a crucial role in easing employment pressure and generating job opportunities.

    “Our surveys show that a self-employed individual can create three to five jobs, while a small private startup can generate about 10 jobs,” he said, adding that innovation and entrepreneurship have long been part of China’s national strategy to drive technological progress and economic growth.

    MIL OSI China News –

    February 28, 2025
  • MIL-OSI Submissions: University Research – SMART Researchers Pioneer First-of-its-Kind Nanosensor for Real-Time Iron Detection in Plants

    Source: Singapore-MIT Alliance for Research and Technology (SMART)

    • This is the first nanosensor capable of simultaneously detecting and differentiating between two different forms of iron, Fe(II) and Fe(III), in living plants with high spatial and temporal resolution 
    • This innovation enables real-time, non-destructive iron tracking within plant tissues across different plant species, optimising plant nutrient management, reducing fertiliser waste, and improving crop health
    • The new nanosensor also has potential applications beyond agriculture, in environmental monitoring, food safety, and health sciences, particularly in studying iron metabolism, iron deficiency, iron-related diseases in humans and animals.

    Singapore, 28 February 2025 – Researchers from the Disruptive & Sustainable Technologies for Agricultural Precision (DiSTAP) interdisciplinary research group (IRG) of Singapore-MIT Alliance for Research and Technology (SMART), MIT’s research enterprise in Singapore, in collaboration with Temasek Life Sciences Laboratory (TLL) and Massachusetts Institute of Technology (MIT), have developed a groundbreaking near-infrared (NIR) fluorescent nanosensor capable of simultaneously detecting and differentiating between iron forms – Fe(II) and Fe(III) – in living plants.

    Iron is crucial for plant health, supporting photosynthesis, respiration, and enzyme function. It primarily exists in two forms: Fe(II), which is readily available for plants to absorb and use, and Fe(III), which must first be converted into Fe(II) before plants can utilise it effectively. Traditional methods only measure total iron, missing the distinction between these forms – a key factor in plant nutrition. Distinguishing between Fe(II) and Fe(III) provides insights into iron uptake efficiency, helps diagnose deficiencies or toxicities, and enables precise fertilisation strategies in agriculture, reducing waste and environmental impact while improving crop productivity.

    This first-of-its-kind nanosensor by SMART researchers enables real-time, non-destructive monitoring of iron uptake, transport, and changes between its different forms, such as Fe(II) and Fe(III) – providing precise and detailed observations of iron dynamics. Its high spatial resolution allows precise localisation of iron in plant tissues or subcellular compartments, enabling the measuring of even minute changes in iron levels within plants – these minute changes can inform how a plant handles stress and uses nutrients.

    DiSTAP researchers develop sensors for rapid iron detection and monitoring in plants, enabling precision agriculture and sustainable crop management. Credit: SMART DiSTAP

    Traditional detection methods are destructive or limited to a single form of iron. This new technology enables the diagnosis of deficiencies and optimisation of fertilisation strategies. By identifying insufficient or excessive iron intake, adjustments can be made to enhance plant health, reduce waste, and support more sustainable agriculture. While the nanosensor was tested on spinach and bok choy, it is species-agnostic, allowing it to be applied across a diverse range of plant species without genetic modification. This capability enhances our understanding of iron dynamics in various ecological settings, providing comprehensive insights into plant health and nutrient management. As a result, it serves as a valuable tool for both fundamental plant research and agricultural applications, supporting precision nutrient management, reducing fertiliser waste, and improving crop health.

    “Iron is essential for plant growth and development, but monitoring its levels in plants has been a challenge. This breakthrough sensor is the first of its kind to detect both Fe(II) and Fe(III) in living plants with real-time, high-resolution imaging. With this technology, we can ensure plants receive the right amount of iron, improving crop health and agricultural sustainability,” said Dr Duc Thinh Khong, DiSTAP research scientist and co-lead author of the paper.
    “In enabling non-destructive real-time tracking of iron speciation in plants, this sensor opens new avenues for understanding plant iron metabolism and the implications of different iron variations for plants. Such knowledge will help guide the development of tailored management approaches to improve crop yield and more cost-effective soil fertilisation strategies,” said Dr Grace Tan, TLL Research Scientist and co-lead author of the paper.
    The research, recently published in Nano Letters and titled, “Nanosensor for Fe(II) and Fe(III) Allowing Spatiotemporal Sensing in Planta”, builds upon SMART DiSTAP’s established expertise in plant nanobionics, leveraging the Corona Phase Molecular Recognition (CoPhMoRe) platform pioneered by the Strano Lab at SMART DiSTAP and MIT. The new nanosensor features single-walled carbon nanotubes (SWNTs) wrapped in a negatively charged fluorescent polymer, forming a helical corona phase structure that interacts differently with Fe(II) and Fe(III). 
    Upon introduction into plant tissues and interaction with iron, the sensor emits distinct NIR fluorescence signals based on the iron type, enabling real-time tracking of iron movement and chemical changes.
    The CoPhMoRe technique was used to develop highly selective fluorescent responses, allowing precise detection of iron oxidation states. The NIR fluorescence of SWNTs offers superior sensitivity, selectivity, and tissue transparency while minimising interference, making it more effective than conventional fluorescent sensors. This capability allows researchers to track iron movement and chemical changes in real-time using NIR imaging. 
    “This sensor provides a powerful tool to study plant metabolism, nutrient transport, and stress responses. It supports optimised fertiliser use, reduces costs and environmental impact, and contributes to more nutritious crops, better food security, and sustainable farming practices,” said Professor Daisuke Urano, TLL Senior Principal Investigator, DiSTAP Principal Investigator, NUS Adjunct Assistant Professor, and co-corresponding author of the paper.
    “This set of sensors gives us access to an important type of signalling in plants, and a critical nutrient necessary for plants to make chlorophyll. This new tool will not just help farmers to detect nutrient deficiency but also give access to certain messages within the plant. It expands our ability to understand the plant response to its growth environment,” said Professor Michael Strano, DiSTAP Co-Lead Principal Investigator, Carbon P. Dubbs Professor of Chemical Engineering at MIT, and co-corresponding author of the paper.
    Beyond agriculture, this nanosensor holds promise for environmental monitoring, food safety, and health sciences, particularly in studying iron metabolism, iron deficiency, and iron-related diseases in humans and animals. Future research will focus on leveraging this nanosensor to advance fundamental plant studies on iron homeostasis, nutrient signaling, and redox dynamics. Efforts are also underway to integrate the nanosensor into automated nutrient management systems for hydroponic and soil-based farming and expand its functionality to detect other essential micronutrients. These advancements aim to enhance sustainability, precision, and efficiency in agriculture.
    The research is carried out by SMART, and supported by the National Research Foundation under its Campus for Research Excellence And Technological Enterprise (CREATE) programme.

    MIL OSI – Submitted News –

    February 28, 2025
  • MIL-OSI Australia: Active transport boost for Queensland

    Source: Australia Government Ministerial Statements

    People living in Queensland will have more opportunities to walk, cycle and actively move through their communities thanks to support from the Albanese Government. 

    $24 million will be invested in 25 projects across Queensland to build new or upgrade existing bicycle and walking paths.

    Residents and visitors to the Capricorn Coast are set to benefit from two 2.5-metre-wide shared paths on Emu Park Road. The $2.3 million investment will support the Queensland Department for Transport and Main Roads with the design and construction of these new paths.  

    Further north, $300,000 will be invested to connect the Les Wilson Barramundi Discovery Centre to the Karumba CBD with new footpaths. 

    In South East Queensland, a brand new walking and cycling bridge over Terrors Creek in Dayboro will be constructed with a $2 million investment from the Albanese Government. The Moreton Bay Regional Council project will create a much safer and accessible alternative for people walking and cycling, compared to the narrow shoulders on the existing Mount Mee Road Bridge. 

    Moreton Bay Regional Council will also receive a $515,000 investment to improve the intersection at Diamond Jubilee Way with Discovery Drive, Memorial Drive and Endeavour Boulevard in North Lakes, $450,000 to deliver 1.3 kilometres of footpaths on Bridges Road in Morayfield and $225,000 to construct a 650-metre shared path on Scarborough Road in Scarborough.

    The Albanese Government is making our cities and regions even better places to live, building social infrastructure, connecting place and designing healthier, more liveable towns. 

    Our new Active Transport Fund is one part of this, providing safe and accessible transport options that are good for the planet and good for ourselves.  

    This program supports the Government’s commitment to invest in infrastructure planning, design and construction that improves safety outcomes for vulnerable road users under the National Road and Safety Strategy 2021-2030. 

    For the full list of successful projects in Queensland visit: Active Transport Fund | Infrastructure Investment Program 

    Quotes attributable to Minister for Infrastructure, Transport, Regional Development and Local Government Catherine King:

    “Queensland is famous for being warm year-round, making it the perfect state to be out and about, enjoying the fresh air. Investing in active transport options right across Queensland will give locals and visitors more ways move and make the most of the outdoors. 

     “Whether you’re pushing a pram, walking, cycling or making the most of Brisbane’s e-scooter trial, we’re making it easier for people to get to school, work or anywhere else, without having to jump in the car.” 

    MIL OSI News –

    February 28, 2025
  • MIL-OSI United Kingdom: Boost for Gaelic broadcasting

    Source: Scottish Government

    Supporting Gaelic dramas.

    Gaelic language broadcasting is to receive an additional £1.8 million to help build on the success of BBC Alba’s crime thriller An t-Eilean.

    The increase is contained in the Scottish Government’s 2025/26 Budget and raises total funding for MG ALBA (the Gaelic Media Service) to £14.8 million in the upcoming financial year.

    Independent research has found that Gaelic media generates £1.34 for every £1 invested and supports 340 jobs across Scotland, including 160 jobs in the islands.

    Deputy First Minister and Gaelic Secretary Kate Forbes announced the new funding on a World Gaelic Week visit to BBC studios in Glasgow, where she met Meredith Brook, who plays the character Sìne Maclean in An t-Eilean (The Island).

    The drama has attracted a record number of viewers since the first episode aired on BBC ALBA and BBC iPlayer on 14 January and has already been sold to broadcasters in other European countries.  

    Ms Forbes said:

    “An t-Eilean’s success demonstrates how supporting a thriving Gaelic broadcasting sector can bring international interest to Scotland.

    “The programme marks a new era of Gaelic TV which could draw tourists into Scotland to support jobs and economic opportunities in the country’s island communities.  

    “This extra funding will enable Gaelic broadcasters to build on existing high-quality content and attract new audiences. To grow Gaelic, we are taking forward the Scottish Languages Bill to strengthen provision of Gaelic education and investing a total of £35.7 million in initiatives to promote the language in 2025-26.”

    Meredith Brook said:

    “The making of An t-Eilean has set an exciting precedent for the future of Gaelic drama on BBC ALBA, telling engaging stories in the Gaelic language with a universal reach.

    “As one of the Gaelic actors in this series, I’m proud to have played such a pivotal role in sharing the language I’m so proud of with the world.” 

    Background

    Pictures from Ms Forbes’ visit to BBC studios are available online.

    Research from Ernst and Young on the economic impact of MG ALBA (the Gaelic Media Service) is available online.

    Togail airson craoladh na Gàidhlig

    A’ cur taic ri dràmathan Gàidhlig

    Gheibh craoladh na Gàidhlig £1.8 millean a bharrachd gus cuideachadh le bhith a’ togail air soirbheachadh dràma eucoir BBC Alba, An t-Eilean.

    Tha an t-àrdachadh seo a’ tighinn bho Bhuidseat Riaghaltas na h-Alba airson 2025/26. Togaidh e am maoineachadh uile gu lèir a gheibh MG ALBA gu £14.8 millean sa bhliadhna ionmhais a tha romhainn.

    Lorg rannsachadh neo-eisimeileach gu bheil meadhanan na Gàidhlig a’ cruthachadh £1.34 airson gach £1 a gheibh iad is a’ cur taic ri 340 dreuchd air feadh Alba, le 160 dhiubh sin anns na h-eileanan.

    Chaidh am maoineachadh ùr a chuir an cèill leis an Leas-Phrìomh Mhinistear agus Rùnaire na Gàidhlig Ceit Fhoirbeis is i a’ tadhal, mar phàirt de Sheachdain na Gàidhlig, air stiùideothan a’ BhBC ann an Glaschu. An sin, choinnich i ri Meredith Brook, a tha a’ cluich a’ charactair Sìne Nic’IllEathain anns An t-Eilean.

    Tha an dràma air clàran a bhriseadh a thaobh luchd-amhairc bhon a chaidh a’ chiad eapasod a chraoladh air BBC ALBA agus BBC iPlayer air 14 Faoilleach. Chaidh e mu thràth a reic gu craoladairean ann an dùthchannan Eòrpach eile. 

    Thuirt a’ BhCh. Fhoirbeis:

    “Tha soirbheachadh An t-Eilean a’ cur am follais mar as urrainn do roinn mheadhanan Ghàidhlig bheòthail ùidh eadar-nàiseanta a thogail ann an Alba.

    “Tha am prògram a’ comharrachadh linn ùr ann an TBh na Gàidhlig a b’ urrainn luchd-turais a thàladh a dh’Alba gus taic a chur ri obraichean agus cothroman eaconamach ann an coimhearsnachdan eileanach na dùthcha.

    “Bheir am maoineachadh a bharrachd seo cothrom do chraoladairean na Gàidhlig togail air prògraman fìor mhath a tha mu thràth aca is luchd-amhairc ùr a ghlacadh. Gus a’ Ghàidhlig fhàs, tha sinn a’ toirt air adhart Bile nan Cànan Albannach gus foghlam Gàidhlig a neartachadh is a’ cur £35.7 millean uile gu lèir ri iomairtean a bhios a’ cur a’ chànain air adhart ann an 2025-26.”

    Thuirt Meredith Brook:

     “Le bhith a’ dèanamh An t-Eilean, tha sinn air eisimpleir a thabhann a bhrosnaicheas dràmathan do BhBC ALBA san àm ri teachd, a tha ag innse sgeulachdan tarraingeach ann an Gàidhlig a tha a’ suathadh ri cùisean uile-choitcheann.

    “Mar aon de chleasaichean Gàidhlig an t-sreatha seo, ’s e urram tha ann dhomh gun robh pàirt cho cudromach agam ann a bhith a’ cur cànan air a bheil mi cho pròiseil mu choinneamh na cruinne.”

    Cùl-fhiosrachadh

    Gheibhear dealbhan bho thuras na BCh. Fhoirbeis gu stiùideothan a’ BhBC air-loidhne.

    Tha rannsachadh bho Ernst agus Young mu bhuaidh eaconamach MG ALBA ri fhaighinn air-loidhne.

    MIL OSI United Kingdom –

    February 28, 2025
  • MIL-OSI New Zealand: 2014 homicide of Brett Fraser the subject of Cold Case episode

    Source: New Zealand Police (National News)

    Please attribute to Acting Detective Inspector Simon Harrison:

    Police investigating the death of Brett Fraser in 2014 are encouraging people to watch Monday night’s Cold Case episode on TV One.

    Investigators have worked through a large volume of information and Monday’s programme will present an outline of the key elements of the case, in the hope it will prompt someone to come forward with information that could provide new lines of enquiry.

    51-year-old father Brett Fraser was killed on Tuesday 21 October 2014 in the West Auckland home he shared with his flatmate.

    Brett’s flatmate told Police that at around 9pm that night he and Brett were assaulted by intruders who then took items from the property. The flatmate called 111 and administered CPR to Brett until first responders arrived and took over. Sadly, despite everyone’s best efforts, Brett died at the scene.

    An extensive investigation was conducted at the time, Police followed up numerous lines of enquiry into possible suspects and motives, made media appeals, analysed CCTV and in 2015, offered a $50,000 reward for information. No offender was able to be identified and the lines of enquiry were exhausted without any arrests made or charges laid.

    10 years on, we remain motivated to hold to account those responsible for his death.

    Anyone holding onto relevant information or knowledge about the circumstances of Brett’s death and who has not yet spoken to Police is asked to come forward, to help give Brett’s family some answers.

    Please contact Police on 0800 COLD CASE (0800 2653 2273).

    Watch Cold Case at 8.30pm on Monday 3 March on TV1, or later on TVNZ+

    ENDS

    Issued by Police Media Centre
     

    MIL OSI New Zealand News –

    February 28, 2025
  • MIL-OSI Security: Man Pleads Guilty to Distributing Fentanyl that Caused Two Fatal Overdoses

    Source: Office of United States Attorneys

    SAN DIEGO – Jonathan Tyler Gauthier pleaded guilty in federal court today, admitting that he supplied the fentanyl that caused the deaths of S.M.G. on September 7, 2022, and J.A.W. on December 24, 2022.

    According to the plea agreement, on September 7, 2022, at approximately 5:50 a.m., San Diego Police officers responded to a residence in Hillcrest. When officers arrived, they found 24-year-old S.M.G. deceased in his upstairs bedroom. A review of S.M.G.’s phone revealed a lengthy history of drug purchases from Gauthier, starting in at least 2019.

    According to evidence collected from cell phones and witness interviews, S.M.G. traveled from his home in Hillcrest to the defendant’s location in La Jolla in the late afternoon on Sept. 6, 2022. Gauthier warned S.M.G. that he was selling a potent batch of fentanyl. At 8:49 p.m., Gauthier texted S.M.G.: “Ur being careful.” At 9:12 p.m., S.M.G. responded “Yes.” S.M.G. was not seen alive after he went to his bedroom at 9:30 p.m.

    On December 24, 2022, at approximately 4:29 a.m., San Diego Police officers responded to a residence in the North Clairemont area of the City of San Diego. When officers arrived, firefighters were attempting to revive J.A.W., a 27-year-old male. J.A.W. was pronounced dead at 5:02 a.m.

    A family member had last seen J.A.W. alive on December 23, 2022, at 9:30 p.m., and she had checked on him at 4 a.m. when she noticed the light on his bedroom. Next to his body were a piece of foil with burnt residue on it and a white pipe with a charred blue pill on its tip. On the floor next to J.A.W.’s bed was a small, clear bag that contained eight blue pills, each marked with “M30.” Subsequent testing determined that the pills contained fentanyl.

    According to evidence, including information from cell phones, social media and witness interviews, J.A.W. began to message the defendant on December 18, 2022, seeking to purchase “blues,” which are counterfeit pills often containing fentanyl. Over the course of the next four days, J.A.W. and Gauthier messaged about the purchase until settling on a price of $80 for 10 blues. On December 23, 2022, J.A.W. arranged to meet at Gauthier’s storage unit to complete the purchase. J.A.W. left his family’s holiday party at 2 p.m., picked up the drugs at the storage unit and returned home at 4 p.m.

    Gauthier’s sentencing is scheduled for May 30, 2025, at 9 a.m. before U.S. District Judge Janis L. Sammartino.

    This case is being prosecuted by Assistant U.S. Attorneys Adam Gordon and David Fawcett.

    Special Agents and Task Force Officers with the Drug Enforcement Administration’s Overdose Response Team and the Fentanyl Abatement and Suppression Team (FAST) jointly led this investigation.

    The Overdose Response Team is an ongoing effort by the U.S. Attorney’s Office, the San Diego County District Attorney’s Office, the Drug Enforcement Administration, Homeland Security Investigations, the San Diego Police Department, the La Mesa Police Department, National Guard Counterdrug Task Force and the California Department of Health Care Services to investigate and prosecute the distribution of dangerous illegal drugs—fentanyl in particular—that result in overdose deaths. The Drug Enforcement Administration created the Overdose Response Team as a response to the increase in overdose deaths in San Diego County.

    HSI San Diego FAST is a multiagency task force comprising state, local, and federal partners and was first established in August 2022 focusing on the disruption and dismantlement of criminal organizations that smuggle and distribute fentanyl within San Diego County. HSI’s FAST targets fentanyl smuggling and distribution networks to counter the rising overdose rate and decrease the availability and accessibility of fentanyl.

    DEFENDANTS                                             Case Number 24-CR-1383-JLS                               

    Jonathan Tyler Gauthier                                 Age: 26                                   San Diego, CA

    SUMMARY OF CHARGES

    Distribution of Fentanyl

    21 U.S.C. § 841(a)(1)

    Maximum penalty: Twenty years in prison (per count)

    INVESTIGATING AGENCIES

    Drug Enforcement Administration

    Homeland Security Investigations

    San Diego Police Department

    California National Guard Counterdrug Task Force

    California Department of Health Care Services

    La Mesa Police Department

    San Diego County District Attorney’s Office

    *The charges and allegations contained in an indictment or complaint are merely accusations, and the defendants are considered innocent unless and until proven guilty.

    MIL Security OSI –

    February 28, 2025
  • MIL-OSI Security: Spencerport man going to prison for role in fraud scheme

    Source: Office of United States Attorneys

    ROCHESTER, N.Y.-Acting U.S. Attorney Joel Louis Violanti announced today that Michael Grimm 45, of Spencerport, NY, who was convicted of wire fraud, was sentenced to serve 60 months in prison by U.S. District Court Judge Charles J. Siragusa. Grimm was also ordered to pay approximately $16,000 in restitution.

    Assistant U.S. Attorney Kyle P. Rossi, who handled the case, stated that Grimm, and co-defendant Nickola Marie Ferra, engaged in an extensive pattern of conduct involving document fraud, wire fraud, bank fraud, retail theft, and identity theft. Part of the scheme involved Grimm and others obtaining merchandise by theft or fraud from local retailers, which was then returned in exchange for gift cards and store credit or sold to third parties.  In furtherance of the scheme, Grimm presented forged and/or stolen passports and other stolen identification information to merchants. Grimm also admitted his role in the theft of personal identifying information and credit information belonging to multiple individuals, which he and others used to make fraudulent purchases, including car and hotel rentals. The stolen identity information was also used in attempts to open credit cards and obtain loans. To date, at least 10 identity theft victims have been identified resulting in thousands of dollars in losses.   

    Nickola Marie Ferra was previously convicted and sentenced to serve 27 months in prison.

    The sentencing is the result of an investigation by the U.S. Department of State Diplomatic Security Service, under the direction of Special Agent-in-Charge Brian Wood, and Homeland Security Investigations, under the direction of Special Agent-in-Charge Erin Keegan.

    # # # #

    MIL Security OSI –

    February 28, 2025
  • MIL-OSI USA: Gillibrand Leads Effort With Senators Schumer, Blumenthal, Murphy To Reintroduce $65 Million Annual Authorization For Long Island Sound Restoration

    US Senate News:

    Source: United States Senator for New York Kirsten Gillibrand

    Today, U.S. Senators Kirsten Gillibrand (D-NY), Charles E. Schumer (D-NY), Richard Blumenthal (D-CT), and Chris Murphy (D-CT) reintroduced the Long Island Sound Restoration and Stewardship Reauthorization Act. The Long Island Sound borders New York and Connecticut, with more than 20 million people living within 50 miles of the Sound’s beaches. Decades of high levels of pollution, dumping of dredged materials, and releases of untreated sewage have put the Sound’s wildlife population, fisheries, water quality, and surrounding communities at risk. The economic viability of the Sound, which contributes around $9.4 billion annually to the regional economy, is dependent on activities like sport and commercial fishing, boating, recreation, and tourism. This bill would reauthorize a total of $65 million annually for water quality and shore restoration programs.

    “Passage of the Long Island Sound Restoration and Stewardship Reauthorization Act is necessary to protect one of New York’s most important natural and economic treasures,” said Senator Gillibrand. “I’m leading the charge to reauthorize $65 million annually for restoration efforts that will preserve the Sound’s long-term health for generations to come.”

    “The Long Island Sound is a natural treasure and economic engine for New York that draws families, boaters, tourists, and anglers to our shores,” said Senator Schumer. “I’ve worked hard to deliver the federal funding to protect, clean up, and improve the Sound, its habitats, and beaches, but there is more work to be done. The Long Island Sound Restoration and Stewardship Reauthorization Act will authorize $65 million annually for projects that will boost the Sound’s water quality, restore its shorelines and coastal wetlands, and ensure a cleaner environment for New Yorkers for generations to come.”

    “Urgent action is needed to protect and preserve Long Island Sound – an ecological treasure home to precious wildlife,” said Senator Blumenthal. “The reauthorization of $65 million annually will support efforts to restore shore programs and improve water quality, after sewage, runoffs and other contaminants have polluted the Sound for years. I’ll continue to fight to protect Long Island Sound for nearby communities, wildlife populations, and future generations to thrive.”

    “Shoreline communities in Connecticut rely on a clean, healthy Long Island Sound. We made historic investments in its restoration over the past few years, and we can’t afford to roll back that progress. I’m glad to team up with Leader Schumer and Senators Gillibrand and Blumenthal on this bill to protect the future of the Sound,” said Senator Murphy.

    Representatives Nick LaLota (R-NY) and Joe Courtney (D-CT) introduced companion legislation in the House of Representatives. The bill is also supported by stakeholder groups in New York and Connecticut.

    “The Long Island Sound is more than just a body of water—it’s a vital part of life for communities across Suffolk County. Protecting the Sound means supporting the local economies that depend on tourism, fishing, recreation and maritime industries. That’s why I proudly introduced companion legislation to Senator Gillibrand’s bill in the House, in partnership with my colleague across the aisle and across the Sound, Congressman Courtney. This bipartisan, bicameral effort underscores our shared commitment to investing in the future of our communities, environment, and the countless people who rely on the Sound. These legislative measures will safeguard the Sound and its watershed for generations to come, reinforcing my commitment to improving the quality of life for all Long Islanders,” said Rep. Nick LaLota.

    “We are hitting the ground running in the new Congress to get the Long Island Sound Caucus’s top bipartisan priority across the finish line,” said Rep. Joe Courtney. “The Sound is a unique body of water and a powerful engine to our region’s fishing, shipbuilding, and ecotourism economies. Our bill ensures the Sound remains a valuable resource for our communities for years to come. I am confident that after the bill’s passage in the House last Congress and growing momentum in the Senate, we will once and for all send our bill to the President’s desk.”

    “In the last decade there is much progress to report in restoring Long Island Sound. Water quality has improved, the dead zone has shrunk, wetlands have been restoration,  fish passages have been created, and stormwater runoff is being filtered. We cannot stop now, we still have more to accomplish. The Long Island Sound Restoration and Stewardship Reauthorization Act is critically needed to continue progress and ensure a healthy Sound for future generations. The Sound is an extension of our backyards, a gem that is beloved by millions of people. Thank you to Senator Gillibrand for her continued support championing protection for the Sound,” said Adrienne Esposito, Executive Director, Citizens Campaign for the Environment.  

    “With its 1,194 square miles and over 23 million people living within fifty miles of its shorelines, Long Island Sound has served as a major economic driver for our local economies, estimated to exceed $10 Billion per year. The health of the Sound is critical to our economy, to the wildlife that inhabit it, and to the people who enjoy it. Over the past 20 years, the improved health of the Sound was made possible through projects funded by the bi-state and bipartisan Long Island Sound Restoration and Stewardship Act. Since this Act expired at the end of 2024, it is critical that Congress reauthorize this bill and fund it at the authorized level of $65 million per year,” said Eric Swenson, Executive Director, Hempstead Harbor Protection Committee.

    “Communities in Connecticut and New York depend on Long Island Sound for a vibrant economy as people near and far spend time here swimming, boating, fishing, and enjoying great seafood. Sustaining the Long Island Sound Restoration and Stewardship Act enables everyone to work together for clean, healthy water and natural resources, which supports jobs around the region. A clean, resilient Long Island Sound is also essential to preserving populations of local plants and wildlife in the water and along the coastline,” saidHolly Drinkuth, Director of River and Estuary Conservation, The Nature Conservancy in CT.

    “The continuation of efforts to preserve and restore the Long Island Sound depends on our youth. At Project Oceanology we raise students’ collective understanding of the vulnerability of the marine environment and what they can do to protect it. Our hands-on experiential educational programs are delivered on the waters and shorelines of the Sound. We integrate ocean literacy principles and Next Generation Science Standards into K-12 education. Since our founding in 1972 we have provided over one million participants including students, summer campers, teachers, and the public first hand opportunities to explore, learn, and take action,” said Andrew Ely, Executive Director of Project Oceanology.

    “We are grateful to Senator Gillibrand and co-sponsors Senate Democratic Leader Schumer from New York and Senators Blumenthal and Murphy from Connecticut—for prioritizing the reauthorization of critical funding for clean water and restoration programs that protect and restore the health of Long Island Sound,” said Denise Stranko, executive vice president of programs for Save the Sound. “To reintroduce this bill this early in the new session demonstrates the leadership and commitment of our legislators from the Long Island Sound region, who have continued to champion this essential legislation and the important work it supports.” 

    “Investment in Long Island Sound is critical to the health of our communities,” said the Maritime Aquarium at Norwalk Director of Conservation and Policy Dr. Sarah Crosby. “At The Maritime Aquarium, this investment is directly funding research that will inform restoration strategy and increase resilience of our salt marshes–ecosystems that protect coastlines from the devastating effects of hurricanes. We are grateful to Senators Gillibrand, Schumer, Blumenthal and Murphy, as well as Representatives LaLota and Courtney, for their unwavering support of Long Island Sound’s habitats and wildlife.”

    “The Long Island Sound Restoration and Stewardship Reauthorization Act is absolutely critical to the health and sustainability of the Sound as well as the prosperity of our coastal communities. On Long Island, the environment is the economy, and we commend and thank Senator Gillibrand and her fellow lawmakers for leading this charge and looking out for New Yorkers,” said Julie Tighe, President of the New York League of Conservation Voters. 

    In 1985, the U.S. Environmental Protection Agency (EPA), in agreement with New York and Connecticut, created the Long Island Sound Study (LISS), a partnership charged with advancing efforts to restore the Sound and address low oxygen levels and excess nitrogen levels that have depleted fish and shellfish populations as well as hurt shoreline wetlands. In 1990, the Long Island Sound Improvement Act was passed, providing federal dollars to advance Sound cleanup projects, including wastewater treatment improvements.

    In 2006, Congress passed the Long Island Sound Stewardship Act, which provided federal dollars for projects to restore the coastal habitat to help revitalize the wildlife population, coastal wetlands, and plant life. In 2018, Senator Gillibrand’s Long Island Sound Restoration and Stewardship Act, which combined and reauthorized the two complementary water quality and habitat restoration programs, was enacted as a part of the America’s Water Infrastructure Act of 2018. As of 2022, federal funding for the Long Island Sound had enabled programs to significantly reduce the amount of nitrogen entering the Long Island Sound from sewage treatment plants by 70.3% compared to the 1990s, reduce hypoxic conditions by 58% compared to the 1990s, restore at least 2,239 acres of coastal habitat, and fund 570 conservation projects.

    MIL OSI USA News –

    February 28, 2025
  • MIL-OSI: CORRECTION – Global Net Lease Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    In a release issued under the same headline earlier today by Global Net Lease, Inc. (NYSE: GNL), please note that in the Full Year 2025 Guidance and Dividend Update section, the third bullet should read “Reduced quarterly dividend…” and not “Reduced annual dividend…” as previously stated. The corrected release is as follows:

    –  Completed $835 Million in Dispositions in 2024, Surpassing High-End of Increased Guidance

    –  Reduced Net Debt by $734 million in 2024; Improved Net Debt to Adjusted EBITDA to 7.6x

    –  Company Meets and Exceeds its Full-Year 2024 Earnings Guidance

    –  Recently Announced $1.8 Billion Multi-Tenant Portfolio Sale Would Significantly Reduce Leverage and Improve Liquidity Position

    –  Proposed Transaction Would Create Pure-Play, Single-Tenant Net Lease Company with Enhanced Portfolio Metrics

    –  Company Initiates Opportunistic $300 Million Share Repurchase Program

    NEW YORK, Feb. 27, 2025 (GLOBE NEWSWIRE) — Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”), an internally managed real estate investment trust that focuses on acquiring and managing a globally diversified portfolio of strategically-located commercial real estate properties, announced today its financial and operating results for the quarter and year ended December 31, 2024.

    Fourth Quarter and Full Year 2024 Highlights

    • Revenue was $199.1 million in fourth quarter 2024 compared to $206.7 million in fourth quarter 2023, primarily as a result of $835 million of dispositions closed throughout the year
    • Net loss attributable to common stockholders was $17.5 million in fourth quarter 2024, compared to $59.5 million in fourth quarter 2023
    • Core Funds From Operations (“Core FFO”) was $68.5 million, or $0.30 per share, in fourth quarter 2024, compared to $48.3 million, or $0.21 per share, in fourth quarter 2023
    • Adjusted Funds From Operations (“AFFO”)1 was $78.3 million2, or $0.34 per share, in fourth quarter 2024, compared to $71.7 million, or $0.31 per share, in fourth quarter 2023; full-year 2024 AFFO was $303.8 million, or $1.32 per share
    • Closed $835 million of dispositions in 2024 at a cash cap rate of 7.1% with a weighted average lease term of 4.9 years
    • Reduced net debt by $734 million in 2024, improving Net Debt to Adjusted EBITDA from 8.4x to 7.6x2
    • Exceeded projected cost synergies, reaching $85.0 million versus the expected $75.0 million, highlighting the Company’s successful integration efforts and ability to drive value through strategic initiatives
    • Increased portfolio occupancy from 93% as of the end of first quarter 2024 to 97% as of the end of the fourth quarter of 2024
    • Leased 1.2 million square feet across the portfolio, resulting in nearly $17.0 million of new straight-line rent
    • Renewal leasing spread of 6.8% with a weighted average lease term of 9.7 years; new leases completed in the quarter had a weighted average lease term of 6.5 years
    • Weighted average annual rent increase of 1.3% provides organic rental growth, excluding 14.8% of the portfolio with CPI linked leases that have historically experienced significantly higher rental increase
    • Sector-leading 61% of annualized straight-line rent comes from investment-grade or implied investment-grade tenants3

    Multi-Tenant Portfolio Sale

    • Entered into a binding agreement to sell its multi-tenant portfolio of 100 non-core properties for approximately $1.8 billion
    • This strategic transaction would accelerate GNL’s disposition initiative and position the Company for sustained growth and value creation as a pure-play, single-tenant net lease company

    “We are incredibly proud of our achievements at GNL in 2024 and even more excited about what lies ahead,” stated Michael Weil, CEO of GNL. “The sale of our multi-tenant portfolio would mark a pivotal moment, reinforcing the strong momentum we have built. This transaction would reshape GNL into a pure-play, single-tenant net lease company, eliminating the operational complexities, G&A expenses and capital expenditures tied to multi-tenant retail properties. More importantly, it would accelerate our deleveraging strategy and fortify our balance sheet. This strategic transformation, including the recently announced share repurchase program, underscores our long-term vision, reinforcing our commitment to prudent management, sustainable growth and driving meaningful shareholder value.”

    Full Year 2025 Guidance and Dividend Update4
    The Company is establishing initial 2025 guidance, which is contingent on the sale of our multi-tenant portfolio with respect to AFFO and Net Debt to Adjusted EBITDA.

    • AFFO per share range of $0.90 to $0.96
    • Net Debt to Adjusted EBITDA range of 6.5x to 7.1x
    • Reduced quarterly dividend to $0.190 per share of common stock beginning with the dividend expected to be declared in April 2025 which would generate $78 million in incremental annual cash flow

    Summary Fourth Quarter 2024 Results

        Three Months Ended
    December 31,

     
    (In thousands, except per share data)   2024   2023  
    Revenue from tenants   $ 199,115     $ 206,726    
                       
    Net loss attributable to common stockholders   $ (17,458 )   $ (59,514 )  
    Net loss per diluted common share   $ (0.08 )   $ (0.26 )  
                       
    NAREIT defined FFO attributable to common stockholders   $ 64,334     $ 43,165    
    NAREIT defined FFO per diluted common share   $ 0.28     $ 0.19    
                       
    Core FFO attributable to common stockholders   $ 68,538     $ 48,331    
    Core FFO per diluted common share   $ 0.30     $ 0.21    
                       
    AFFO attributable to common stockholders   $ 78,297     $ 71,656    
    AFFO per diluted common share   $ 0.34     $ 0.31    
     

    Property Portfolio

    At December 31, 2024, the Company’s portfolio consisted of 1,121 net leased properties located in ten countries and territories and comprised of 60.7 million rentable square feet. The Company operates in four reportable segments: (1) Industrial & Distribution, (2) Multi-Tenant Retail, (3) Single-Tenant Retail and (4) Office. The real estate portfolio metrics include:

    • 97% leased with a remaining weighted-average lease term of 6.2 years5
    • 81% of the portfolio contains contractual rent increases based on annualized straight-line rent
    • 61% of portfolio annualized straight-line rent derived from investment grade and implied investment grade rated tenants
    • 80% U.S. and Canada, 20% Europe (based on annualized straight-line rent)
    • 34% Industrial & Distribution, 28% Multi-Tenant Retail, 21% Single-Tenant Retail and 17% Office (based on an annualized straight-line rent)

    Capital Structure and Liquidity Resources6

    As of December 31, 2024, the Company had liquidity of $492.2 million and $460.0 million of capacity under the Company’s revolving credit facility. The Company had net debt of $4.6 billion7, including $2.3 billion of mortgage debt.

    As of December 31, 2024, the percentage of debt that is fixed rate (including variable rate debt fixed with swaps) was 91%, compared to approximately 80% as of December 31, 2023. The Company’s total combined debt had a weighted average interest rate of 4.8% resulting in an interest coverage ratio of 2.5 times8. Weighted average debt maturity was 3.0 years as of December 31, 2024 as compared to 3.2 years as of December 31, 2023.

    Footnotes/Definitions

    1 While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income (loss) or as a measure of liquidity. Furthermore, other REITs may define AFFO differently than we do. Projected AFFO per share data included in this release is for informational purposes only and should not be relied upon as indicative of future dividends or as a measure of future liquidity. AFFO for the fourth quarter 2024 also contains a number of adjustments for items that the Company believes were non-recurring, one-time items including adjustments for items that were settled in cash such as merger and proxy related expenses.
       
    2 Includes the collection of $4.5 million in past-due funds from Children of America and approximately $3.0 million in termination fees.
       
    3 As used herein, “Investment Grade Rating” includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied Investment Grade may include actual ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring a company’s probability of default. The term “parent” for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant. Ratings information is as of December 31, 2024. Comprised of 31.4% leased to tenants with an actual investment grade rating and 29.1% leased to tenants with an Implied Investment Grade rating based on annualized cash rent as of December 31, 2024.
       
    4 We do not provide guidance on net income. We only provide guidance on AFFO per share and our Net Debt to Adjusted EBITDA ratio and do not provide reconciliations of this forward-looking non-GAAP guidance to net income per share or our debt to net income due to the inherent difficulty in quantifying certain items necessary to provide such reconciliations as a result of their unknown effect, timing and potential significance. Examples of such items include impairment of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions and other non-recurring expenses.
       
    5 Weighted-average remaining lease term in years is based on square feet as of December 31, 2024.
       
    6 During the year ended December 31, 2024, the Company did not sell any shares of Common Stock or Series B Preferred Stock through its Common Stock or Series B Preferred Stock under its “at-the-market” programs.
       
    7 Comprised of the principal amount of GNL’s outstanding debt totaling $4.7 billion less cash and cash equivalents totaling $159.7 million, as of December 31, 2024.
       
    8 The interest coverage ratio is calculated by dividing adjusted EBITDA for the applicable quarter by cash paid for interest (calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net). Management believes that interest coverage ratio is a useful supplemental measure of our ability to service our debt obligations. Adjusted EBITDA and cash paid for interest are Non-GAAP metrics and are reconciled below.
     

    Conference Call 

    GNL will host a webcast and conference call on February 28, 2025 at 11:00 a.m. ET to discuss its financial and operating results. 

    To listen to the live call, please go to GNL’s “Investor Relations” section of the website at least 15 minutes prior to the start of the call to register and download any necessary audio software.

    Dial-in instructions for the conference call and the replay are outlined below.

    Conference Call Details

    Live Call

    Dial-In (Toll Free): 1-877-407-0792
    International Dial-In: 1-201-689-8263

    Conference Replay

    For those who are not able to listen to the live broadcast, a replay will be available shortly after the call on the GNL website at www.globalnetlease.com.

    Or dial-in below:

    Domestic Dial-In (Toll Free): 1-844-512-2921
    International Dial-In: 1-412-317-6671
    Conference Number: 13746750
    *Available from 2:00 p.m. ET on February 28, 2025 through May 28, 2025.

    Supplemental Schedules 

    The Company will file supplemental information packages with the Securities and Exchange Commission (the “SEC”) to provide additional disclosure and financial information. Once posted, the supplemental package can be found under the “Presentations” tab in the Investor Relations section of GNL’s website at www.globalnetlease.com and on the SEC website at www.sec.gov. 

    About Global Net Lease, Inc. 

    Global Net Lease, Inc. (NYSE: GNL) is a publicly traded internally managed real estate investment trust that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com. 

    Forward-Looking Statements

    The statements in this press release that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks that any potential future acquisition or disposition (including the multi-tenant portfolio sale) by the Company is subject to market conditions, capital availability and timing considerations and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements are set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

    Contacts: 

    Investors and Media:
    Email: investorrelations@globalnetlease.com
    Phone: (332) 265-2020

    Global Net Lease, Inc.
    Consolidated Balance Sheets
    (In thousands)
     
      December 31,
     
      2024   2023  
    ASSETS (Unaudited)
             
    Real estate investments, at cost:                
    Land $ 1,172,146     $ 1,430,607    
    Buildings, fixtures and improvements   5,293,468       5,842,314    
    Construction in progress   4,350       23,242    
    Acquired intangible lease assets   1,057,967       1,359,981    
     Total real estate investments, at cost   7,527,931       8,656,144    
     Less: accumulated depreciation and amortization   (1,164,629 )     (1,083,824 )  
       Total real estate investments, net   6,363,302       7,572,320    
    Assets held for sale   17,406       3,188    
    Cash and cash equivalents   159,698       121,566    
    Restricted cash   64,510       40,833    
    Derivative assets, at fair value   2,471       10,615    
    Unbilled straight-line rent   99,501       84,254    
    Operating lease right-of-use asset   74,270       77,008    
    Prepaid expenses and other assets   108,562       121,997    
    Deferred tax assets   4,866       4,808    
    Goodwill   51,370       46,976    
    Deferred financing costs, net   9,808       15,412    
              Total Assets $ 6,955,764     $ 8,098,977    
                     
    LIABILITIES AND EQUITY                
    Mortgage notes payable, net $ 2,221,706     $ 2,517,868    
    Revolving credit facility   1,390,292       1,744,182    
    Senior notes, net   906,101       886,045    
    Acquired intangible lease liabilities, net   76,800       95,810    
    Derivative liabilities, at fair value   3,719       5,145    
    Accounts payable and accrued expenses   75,735       99,014    
    Operating lease liability   48,333       48,369    
    Prepaid rent   28,734       46,213    
    Deferred tax liability   5,477       6,009    
    Dividends payable   11,909       11,173    
        Total Liabilities   4,768,806       5,459,828    
    Commitments and contingencies   —       —    
    Stockholders’ Equity:                
    7.25% Series A cumulative redeemable preferred stock   68       68    
    6.875% Series B cumulative redeemable perpetual preferred stock   47       47    
    7.50% Series D cumulative redeemable perpetual preferred stock   79       79    
    7.375% Series E cumulative redeemable perpetual preferred stock   46       46    
    Common stock   3,640       3,639    
    Additional paid-in capital   4,359,264       4,350,112    
    Accumulated other comprehensive loss   (25,844 )     (14,096 )  
    Accumulated deficit   (2,150,342 )     (1,702,143 )  
    Total Stockholders’ Equity   2,186,958       2,637,752    
    Non-controlling interest   —       1,397    
    Total Equity   2,186,958       2,639,149    
             Total Liabilities and Equity $ 6,955,764     $ 8,098,977    
     
    Global Net Lease, Inc.
    Consolidated Statements of Operations
    (In thousands, except per share data)
     
      Three Months Ended   Year Ended
     
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2023

     
      (Unaudited)    (Unaudited)    (Unaudited)           
    Revenue from tenants $ 199,115     $ 206,726     $ 805,010     $ 515,070    
                                     
    Expenses:                                
    Property operating   35,619       37,037       142,497       67,839    
    Operating fees to related parties   —       (580 )     —       28,283    
    Impairment charges   20,098       2,978       90,410       68,684    
    Merger, transaction and other costs   1,792       4,349       6,026       54,492    
    Settlement costs   —       —       —       29,727    
    General and administrative   13,763       16,867       57,734       40,187    
    Equity-based compensation   2,309       1,058       8,931       17,297    
    Depreciation and amortization   83,020       98,713       349,943       222,271    
    Total expenses   156,601       160,422       655,541       528,780    
          Operating income (loss) before gain on dispositions of
                real estate investments
      42,514       46,304       149,469       (13,710 )  
    Gain (loss) on dispositions of real estate investments   21,326       (988 )     57,015       (1,672 )  
          Operating income (loss)   63,840       45,316       206,484       (15,382 )  
    Other income (expense):                                
    Interest expense   (77,234 )     (83,575 )     (326,932 )     (179,411 )  
    Loss on extinguishment and modification of debt   (2,412 )     (817 )     (15,877 )     (1,221 )  
    Gain (loss) on derivative instruments   6,853       (4,478 )     4,229       (3,691 )  
    Unrealized gains on undesignated foreign currency advances and
          other hedge ineffectiveness
      1,917       —       3,249       —    
    Other income   1,476       435       1,720       2,270    
    Total other expense, net   (69,400 )     (88,435 )     (333,611 )     (182,053 )  
    Net loss before income tax   (5,560 )     (43,119 )     (127,127 )     (197,435 )  
    Income tax expense   (962 )     (5,459 )     (4,445 )     (14,475 )  
    Net loss   (6,522 )     (48,578 )     (131,572 )     (211,910 )  
    Preferred stock dividends   (10,936 )     (10,936 )     (43,744 )     (27,438 )  
    Net loss attributable to common stockholders $ (17,458 )   $ (59,514 )   $ (175,316 )   $ (239,348 )  
                                     
    Basic and Diluted Loss Per Share:                                
    Net loss per share attributable to common stockholders — Basic
          and Diluted
    $ (0.08 )   $ (0.26 )   $ (0.76 )   $ (1.71 )  
    Weighted Average Shares Outstanding:                                
    Basic and Diluted   230,596       230,320       230,440       142,584    
     
    Global Net Lease, Inc.
    Quarterly Reconciliation of Non-GAAP Measures (Unaudited)
    (In thousands)
       
        Three Months Ended   Year Ended
     
        March 31,
    2024
      June 30,
    2024
      September 30,
    2024
      December 31,
    2024
      December 31,
    2024

     
    Adjusted EBITDA                                        
      Net loss $ (23,751 )   $ (35,664 )   $ (65,635 )   $ (6,522 )   $ (131,572 )  
      Depreciation and amortization   92,000       89,493       85,430       83,020       349,943    
      Interest expense   82,753       89,815       77,130       77,234       326,932    
      Income tax expense   2,388       (250 )     1,345       962       4,445    
      EBITDA   153,390       143,394       98,270       154,694       549,748    
      Impairment charges   4,327       27,402       38,583       20,098       90,410    
      Equity-based compensation   1,973       2,340       2,309       2,309       8,931    
      Merger, transaction and other costs [1]   761       1,572       1,901       1,792       6,026    
      (Gain) loss on dispositions of real estate investments   (5,867 )     (34,102 )     4,280       (21,326 )     (57,015 )  
      (Gain) loss on derivative instruments   (1,588 )     (530 )     4,742       (6,853 )     (4,229 )  
      Unrealized gains on undesignated foreign currency
          advances and other hedge ineffectiveness
      (1,032 )     (300 )     —       (1,917 )     (3,249 )  
      Loss on extinguishment and modification of debt   58       13,090       317       2,412       15,877    
      Other expense (income)   16       (309 )     49       (1,476 )     (1,720 )  
      Expenses attributable to European tax restructuring [2]   469       16       —       —       485    
      Transition costs related to the Merger and Internalization [3]   2,826       995       138       527       4,486    
      Adjusted EBITDA   155,333       153,568       150,589       150,260       609,750    
      General and administrative   16,177       15,196       12,598       13,763       57,734    
      Expenses attributable to European tax restructuring [2]   (469 )     (16 )     —       —       (485 )  
      Transition costs related to the Merger and Internalization [3]   (2,826 )     (995 )     (138 )     (527 )     (4,486 )  
      NOI   168,215       167,753       163,049       163,496       662,513    
      Amortization related to above- and below-market lease
          intangibles and right-of-use assets, net
      2,225       1,901       1,805       1,572       7,503    
      Straight-line rent   (4,562 )     (5,349 )     (5,343 )     (3,896 )     (19,150 )  
      Cash NOI $ 165,878     $ 164,305     $ 159,511     $ 161,172     $ 650,866    
                                               
    Cash Paid for Interest:                                        
      Interest Expense $ 82,753     $ 89,815     $ 77,130     $ 77,234     $ 326,932    
            Non-cash portion of interest expense   (2,394 )     (2,580 )     (2,496 )     (2,510 )     (9,980 )  
      Amortization of discounts on mortgages and senior notes   (15,338 )     (24,080 )     (14,156 )     (15,017 )     (68,591 )  
      Total cash paid for interest $ 65,021     $ 63,155     $ 60,478     $ 59,707     $ 248,361    
                                               
    [1] These costs primarily consist of advisory, legal and other professional costs that were directly related to the Merger and Internalization.
    [2] Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.
    [3] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.
       
    Global Net Lease, Inc.
    Quarterly Reconciliation of Non-GAAP Measures (Unaudited)
    (In thousands, except per share data)
       
        Three Months Ended   Year Ended
     
        March 31,
    2024
      June 30,
    2024
      September 30,
    2024
      December 31,
    2024
      December 31,
    2024

     
    Funds from operations (FFO):                                        
      Net loss attributable to common stockholders (in accordance with GAAP) $ (34,687 )   $ (46,600 )   $ (76,571 )   $ (17,458 )   $ (175,316 )  
      Impairment charges   4,327       27,402       38,583       20,098       90,410    
      Depreciation and amortization   92,000       89,493       85,430       83,020       349,943    
      (Gain) loss on dispositions of real estate investments   (5,867 )     (34,102 )     4,280       (21,326 )     (57,015 )  
    FFO (defined by NAREIT)   55,773       36,193       51,722       64,334       208,022    
      Merger, transaction and other costs[1]   761       1,572       1,901       1,792       6,026    
      Loss on extinguishment and modification of debt   58       13,090       317       2,412       15,877    
    Core FFO attributable to common stockholders   56,592       50,855       53,940       68,538       229,925    
      Non-cash equity-based compensation   1,973       2,340       2,309       2,309       8,931    
      Non-cash portion of interest expense   2,394       2,580       2,496       2,510       9,980    
      Amortization related to above- and below-market lease intangibles and right-of-use assets, net   2,225       1,901       1,805       1,572       7,503    
      Straight-line rent   (4,562 )     (5,349 )     (5,343 )     (3,896 )     (19,150 )  
      Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness   (1,032 )     (300 )     —       (1,917 )     (3,249 )  
      Eliminate unrealized (gains) losses on foreign currency transactions[2]   (1,259 )     (230 )     4,360       (6,289 )     (3,418 )  
      Amortization of discounts on mortgages and senior notes   15,338       24,080       14,156       15,017       68,591    
      Expenses attributable to European tax restructuring[3]   469       16       —       —       485    
      Transition costs related to the Merger and Internalization[4]   2,826       995       138       527       4,486    
      Forfeited disposition deposit[5]   —       (196 )     (5 )     (74 )     (275 )  
    Adjusted funds from operations (AFFO) attributable tocommon stockholders $ 74,964     $ 76,692     $ 73,856     $ 78,297     $ 303,809    
    Weighted average common shares outstanding – Basic and Diluted   230,320       230,381       230,463       230,596       230,440    
    Net loss per share attributable to common shareholders — Basic and Diluted $ (0.15 )   $ (0.20 )   $ (0.33 )   $ (0.08 )   $ (0.76 )  
    FFO per diluted common share $ 0.24     $ 0.16     $ 0.22     $ 0.28     $ 0.90    
    Core FFO per diluted common share $ 0.25     $ 0.22     $ 0.23     $ 0.30     $ 1.00    
    AFFO per diluted common share $ 0.33     $ 0.33     $ 0.32     $ 0.34     $ 1.32    
    Dividends declared to common stockholders $ 81,923     $ 63,754     $ 63,722     $ 63,484     $ 272,883    
                                               
    [1] These costs primarily consist of advisory, legal and other professional costs that were directly related to the Merger and Internalization.
    [2] For the three months ended March 31, 2024, the gain on derivative instruments was $1.6 million which consisted of unrealized gains of $1.3 million and realized gains of $0.3 million. For the three months ended June 30, 2024, the gain on derivative instruments was $0.5 million which consisted of unrealized gains of $0.2 million and realized gains of $0.3 million. For the three months ended September 30, 2024, the loss on derivative instruments was $4.7 million which consisted of unrealized losses of $4.4 million and realized losses of $0.3 million. For the three months ended December 31, 2024, the gain on derivative instruments was $6.9 million, which consisted of unrealized gains of $6.3 million and realized gains of $0.6 million. For the year ended December 31, 2024, the gain on derivative instruments was $4.2 million, which consisted of unrealized gains of $3.4 million and realized gains of $0.8 million.
    [3] Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.
    [4] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.
    [5] Represents a forfeited deposit from a potential buyer of one of our properties, which is recorded in other income in our consolidated statement of operations. We do not consider this income to be part of our normal operating performance and have, accordingly, decreased AFFO for this amount.
       

    The following table provides operating financial information for the Company’s four reportable segments:

          Three Months Ended December 31,   Year Ended December 31,
     
    (In thousands)   2024   2023 (1)   2024   2023 (1)
     
    Industrial & Distribution:                          
      Revenue from tenants   $ 54,561   $ 62,223   $ 237,645   $ 220,102  
      Property operating expense     6,694     5,407     21,820     15,457  
      Net operating income   $ 47,867   $ 56,816   $ 215,825   $ 204,645  
                                 
    Multi-Tenant Retail:                          
      Revenue from tenants   $ 63,131   $ 66,412   $ 259,280   $ 79,799  
      Property operating expense     20,387     22,494     86,025     26,951  
      Net operating income   $ 42,744   $ 43,918   $ 173,255   $ 52,848  
                                 
    Single-Tenant Retail:                          
      Revenue from tenants   $ 42,648   $ 41,288   $ 164,514   $ 65,478  
      Property operating expense     4,012     4,286     15,787     6,045  
      Net operating income   $ 38,636   $ 37,002   $ 148,727   $ 59,433  
                                 
    Office:                          
      Revenue from tenants   $ 38,775   $ 36,803   $ 143,571   $ 149,691  
      Property operating expense     4,526     4,850     18,865     19,386  
      Net operating income   $ 34,249   $ 31,953   $ 124,706   $ 130,305  
                                 
    (1) Amounts in the Single-Tenant Retail segment and Office segment reflect changes to the reclassification of one tenant from the Office segment to the Single-Tenant Retail segment to conform to the current year presentation based on a re-evaluation of the property type.
       

    Caution on Use of Non-GAAP Measures

    Funds from Operations (“FFO”), Core Funds from Operations (“Core FFO”), Adjusted Funds from Operations (“AFFO”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), Net Operating Income (“NOI”), Cash Net Operating Income (“Cash NOI”) and cash paid for interest should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures.

    Other REITs may not define FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition (as we do), or may interpret the current NAREIT definition differently than we do, or may calculate Core FFO or AFFO differently than we do. Consequently, our presentation of FFO, Core FFO and AFFO may not be comparable to other similarly-titled measures presented by other REITs in our peer group.

    We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and AFFO calculations exclude such factors as depreciation and amortization of real estate assets and gain or loss from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), FFO, Core FFO and AFFO presentations facilitate comparisons of operating performance between periods and between other REITs.

    As a result, we believe that the use of FFO, Core FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. However, FFO, Core FFO and AFFO are not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Investors are cautioned that FFO, Core FFO and AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as they exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.

    Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations

    Funds From Operations

    Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT, an industry trade group, has promulgated a measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. FFO is not equivalent to net income or loss as determined under GAAP.

    We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gain and loss from the sale of certain real estate assets, gain and loss from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non-controlling interest to arrive at FFO, Core FFO, AFFO and NOI attributable to stockholders, as applicable. Our FFO calculation complies with NAREIT’s definition.

    The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.

    Core Funds From Operations

    In calculating Core FFO, we start with FFO, then we exclude certain non-core items such as merger, transaction and other costs, as well as certain other costs that are considered to be non-core, such as debt extinguishment or modification costs. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our core business plan to generate operational income and cash flows in order to make dividend payments to stockholders. In evaluating investments in real estate, we differentiate the costs to acquire the investment from the subsequent operations of the investment. We also add back non-cash write-offs of deferred financing costs, prepayment penalties and certain other costs incurred with the early extinguishment or modification of debt which are included in net income but are considered financing cash flows when paid in the statement of cash flows. We consider these write-offs and prepayment penalties to be capital transactions and not indicative of operations. By excluding expensed acquisition, transaction and other costs as well as non-core costs, we believe Core FFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties.

    Adjusted Funds From Operations

    In calculating AFFO, we start with Core FFO, then we exclude certain income or expense items from AFFO that we consider more reflective of investing activities, other non-cash income and expense items and the income and expense effects of other activities or items, including items that were paid in cash that are not a fundamental attribute of our business plan or were one time or non-recurring items. These items include, for example, early extinguishment or modification of debt and other items excluded in Core FFO as well as unrealized gain and loss, which may not ultimately be realized, such as gain or loss on derivative instruments, gain or loss on foreign currency transactions, and gain or loss on investments. In addition, by excluding non-cash income and expense items such as amortization of above-market and below-market leases intangibles, amortization of deferred financing costs, straight-line rent and equity-based compensation from AFFO, we believe we provide useful information regarding income and expense items which have a direct impact on our ongoing operating performance. We also exclude revenue attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in our view, related to operating performance. We also include the realized gain or loss on foreign currency exchange contracts for AFFO as such items are part of our ongoing operations and affect our current operating performance.

    In calculating AFFO, we also exclude certain expenses which under GAAP are treated as operating expenses in determining operating net income. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications and merger related expenses) and certain other expenses, including expenses related to our European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are excluded by us as we believe they are not reflective of our on-going performance. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income. In addition, as discussed above, we view gain and loss from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gain or loss, we believe AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used to, among other things, assess our performance without the impact of transactions or other items that are not related to our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) calculated in accordance with GAAP and presented in our consolidated financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

    Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, Cash Net Operating Income and Cash Paid for Interest

    We believe that Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition, transaction and other costs, other non-cash items and including our pro-rata share from unconsolidated joint ventures, is an appropriate measure of our ability to incur and service debt. We also exclude revenue attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in our view, related to operating performance. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications) and certain other expenses, including expenses related to our European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are not reflective of on-going performance. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net income (loss) as calculated in accordance with GAAP as an indicator of our operating activities. Other REITs may calculate Adjusted EBITDA differently and our calculation should not be compared to that of other REITs.

    NOI is a non-GAAP financial measure equal to net income (loss), the most directly comparable GAAP financial measure, less discontinued operations, interest, other income and income from preferred equity investments and investment securities, plus corporate general and administrative expense, acquisition, transaction and other costs, depreciation and amortization, other non-cash expenses and interest expense. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets and to make decisions about resource allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition activity on an unlevered basis, providing perspective not immediately apparent from net income. NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity.

    Cash NOI is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define Cash NOI as net operating income (which is separately defined herein) excluding amortization of above/below market lease intangibles and straight-line rent adjustments that are included in GAAP lease revenues. We believe that Cash NOI is a helpful measure that both investors and management can use to evaluate the current financial performance of our properties and it allows for comparison of our operating performance between periods and to other REITs. Cash NOI should not be considered as an alternative to net income, as an indication of our financial performance, or to cash flows as a measure of liquidity or our ability to fund all needs. The method by which we calculate and present Cash NOI may not be directly comparable to the way other REITs calculate and present Cash NOI.

    Cash Paid for Interest is calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net. Management believes that Cash Paid for Interest provides useful information to investors to assess our overall solvency and financial flexibility. Cash Paid for Interest should not be considered as an alternative to interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.

    The MIL Network –

    February 28, 2025
  • MIL-OSI: Infinera Corporation Fourth Quarter and Fiscal 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    FY’24 Highlights:

    • Year-over-year growth in bookings and backlog; book-to-bill ratio of approximately 1.1x for FY’24 and 1.3x for Q4’24
    • Record revenue with webscalers – total revenue exposure (direct and indirect) greater than 50% of FY’24 revenue
    • Significant design wins across the GX systems portfolio with webscalers and Tier 1 Communications Service Providers (CSPs)
    • Substantial awards for ICE-X 400G and 800G pluggables from webscalers and Tier 1 CSPs
    • Launched ICE-D to address the projected multi-billion dollar intra-data center opportunity driven by AI workloads
    • Secured CHIPS & Science Act funding with the potential for greater than $200 million in total federal incentives, in addition to potential state and local incentives
    • Announced a definitive agreement to be acquired by Nokia (acquisition anticipated to be completed on or about February 28, 2025)

    SAN JOSE, Calif., Feb. 27, 2025 (GLOBE NEWSWIRE) — Infinera Corporation (NASDAQ: INFN) has released financial results for its fourth quarter and fiscal year ended December 28, 2024. This press release is also published on Infinera’s Investor Relations website.

    GAAP revenue for the quarter was $414.4 million compared to $354.4 million in the third quarter of 2024 and $453.5 million in the fourth quarter of 2023.

    GAAP gross margin for the quarter was 38.0% compared to 39.8% in the third quarter of 2024 and 38.6% in the fourth quarter of 2023. GAAP operating margin for the quarter was 0.0% compared to (3.1)% in the third quarter of 2024 and 2.5% in the fourth quarter of 2023.

    GAAP net loss for the quarter was $(26.3) million, or $(0.11) per diluted share, compared to net loss of $(14.3) million, or $(0.06) per diluted share, in the third quarter of 2024, and net income of $12.9 million, or $0.06 per diluted share, in the fourth quarter of 2023.

    Non-GAAP gross margin for the quarter was 38.4% compared to 40.4% in the third quarter of 2024 and 39.6% in the fourth quarter of 2023. Non-GAAP operating margin for the quarter was 5.4% compared to 3.5% in the third quarter of 2024 and 7.2% in the fourth quarter of 2023.

    Non-GAAP net income for the quarter was $8.2 million, or $0.03 per diluted share, compared to $0.3 million, or $0.00 per diluted share, in the third quarter of 2024, and $28.6 million, or $0.12 per diluted share, in the fourth quarter of 2023.

    GAAP revenue for the year was $1,418.4 million compared to $1,614.1 million in 2023. GAAP gross margin for the year was 38.4% compared to 38.6% in 2023. GAAP operating margin for the year was (5.9)% compared to (0.3)% in 2023. GAAP net loss for the year was $(150.3) million, or $(0.64) per diluted share, compared to $(25.2) million, or $(0.11) per diluted share, in 2023.

    Non-GAAP gross margin for the year was 39.0% compared to 39.9% in 2023. Non-GAAP operating margin for the year was 0.3% compared to 5.4% in 2023. Non-GAAP net loss for the year was $(43.8) million, or $(0.19) per diluted share, compared to net income of $53.4 million, or $0.23 per diluted share, in 2023.

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

    Infinera CEO, David Heard, said “We exited 2024 with significant momentum in our business, growing Q4’24 bookings sequentially by more than 50% and by approximately 20% compared to Q4’23. The growth in bookings and substantial increase in backlog in 2024, when combined with our strategic wins, position us well in 2025 and beyond for the next wave of optical spend fueled by relentless bandwidth growth, increased fiber deployments, and AI-driven data-center builds.”

    “Looking ahead, I remain excited about our pending merger with Nokia, as we prepare to join forces with a recognized industry leader. With greater scale and deeper resources together, we intend to set the pace of innovation as optics take on an increasingly critical role in the era of AI,” continued Mr. Heard.

    Pending Merger with Nokia

    On June 27, 2024, Infinera, Nokia Corporation, a company incorporated under the laws of the Republic of Finland (“Nokia”) (NYSE: NOK) and Neptune of America Corporation, a Delaware corporation and wholly owned subsidiary of Nokia (“Merger Sub”) entered into an Agreement and Plan of Merger (as it may be amended, modified or waived from time to time, the “Merger Agreement”) that provides for Merger Sub to merge with and into Infinera (the “Merger”), with Infinera surviving the Merger as a wholly owned subsidiary of Nokia. On February 18, 2025, Infinera issued a press release announcing that the Merger is anticipated to be completed on or about February 28, 2025, which date remains subject to the satisfaction of remaining closing conditions.

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

    Fourth Quarter 2024 Investor Slides to be Made Available Online

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

    Contacts:

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

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

    About Infinera

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

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

    Forward-Looking Statements

    This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or Infinera’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or the negative of these words or similar terms or expressions that concern Infinera’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding the amount Infinera could receive in direct government funding and tax incentives; statements about Infinera’s strategic positioning in 2025 and beyond; and statements related to the Merger, including the timing of completion of the Merger and the future performance and benefits of the combined business.

    These forward-looking statements are based on estimates and information available to Infinera as of the date hereof and are not guarantees of actual or future performance; actual results could differ materially from those stated or implied due to risks and uncertainties. The risks and uncertainties that could cause Infinera’s results to differ materially from those expressed or implied by such forward-looking statements include statements related to the Merger, including whether the Merger may not be completed or completion may be delayed, and if the Merger Agreement is terminated, there may be a required payment of a significant termination fee by either party; the receipt of necessary approvals to complete the Merger; the possibility that due to the Merger, and uncertainty regarding the Merger, Infinera’s customers, suppliers or strategic partners may delay or defer entering into contracts or making other decisions concerning Infinera; the significance and timing of costs related to the Merger; the impact on us of litigation or other stockholder action related to the Merger; the effects on us and our stockholders if the Merger is not completed; demand growth for additional network capacity and the level and timing of customer capital spending and excess inventory held by customers beyond normalized levels; delays in the development, introduction or acceptance of new products or in releasing enhancements to existing products; aggressive business tactics by Infinera’s competitors and new entrants and Infinera’s ability to compete in a highly competitive market; supply chain and logistics issues and their impact on our business, and Infinera’s dependency on sole source, limited source or high-cost suppliers; dependence on a small number of key customers; product performance problems; the complexity of Infinera’s manufacturing process; Infinera’s ability to identify, attract, upskill and retain qualified personnel; challenges with our contract manufacturers and other third-party partners; the effects of customer and supplier consolidation; dependence on third-party service partners; Infinera’s ability to respond to rapid technological changes; failure to accurately forecast Infinera’s manufacturing requirements or customer demand; failure to secure the funding contemplated by grants Infinera has or may receive from governments, agencies or research organizations, or failure to comply with the terms of those grants; Infinera’s future capital needs and its ability to generate the cash flow or otherwise secure the capital necessary to meet such capital needs; the effect of global and regional economic conditions on Infinera’s business, including effects on purchasing decisions by customers; the adverse impact inflation and higher interest rates may have on Infinera by increasing costs beyond what it can recover through price increases; the effects of tariffs; restrictions to our operations resulting from loan or other credit agreements; the impacts of any restructuring plans or other strategic efforts on our business; Infinera’s international sales and operations; the impacts of foreign currency fluctuations; the effective tax rate of Infinera, which may increase or fluctuate; potential dilution from the issuance of additional shares of common stock in connection with the conversion of Infinera’s convertible senior notes; Infinera’s ability to protect its intellectual property; claims by others that Infinera infringes on their intellectual property rights; security incidents, such as data breaches or cyber-attacks; Infinera’s ability to comply with various rules and regulations, including with respect to export control and trade compliance, environmental, social, governance, privacy and data protection matters; events that are outside of Infinera’s control, such as natural disasters, acts of war or terrorism, or other catastrophic events that could harm Infinera’s operations; Infinera’s ability to remediate its disclosed material weaknesses in internal control over financial reporting in a timely and effective manner, and other risks and uncertainties detailed in Infinera’s SEC filings from time to time; and statements of assumptions underlying any of the foregoing. More information on potential factors that may impact Infinera’s business are set forth in Infinera’s periodic reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 28, 2024, as well as subsequent reports filed with or furnished to the SEC from time to time. These SEC filings are available on Infinera’s website at www.infinera.com and the SEC’s website at www.sec.gov. Infinera assumes no obligation to, and does not currently intend to, update any such forward-looking statements.

    Use of Non-GAAP Financial Information

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

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

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

      Three months ended   Twelve months ended
      December 28,
    2024
      December 30,
    2023
      December 28,
    2024
      December 30,
    2023
    Revenue:              
    Product $ 325,123     $ 373,172     $ 1,103,131     $ 1,304,229  
    Services   89,264       80,284       315,315       309,899  
    Total revenue   414,387       453,456       1,418,446       1,614,128  
    Cost of revenue:              
    Cost of product   212,250       233,693       706,498       810,845  
    Cost of services   44,882       42,643       166,792       167,532  
    Amortization of intangible assets   —       —       —       10,621  
    Restructuring and other related costs   (56 )     2,218       596       2,218  
    Total cost of revenue   257,076       278,554       873,886       991,216  
    Gross profit   157,311       174,902       544,560       622,912  
    Operating expenses:              
    Research and development   75,214       79,645       300,437       316,879  
    Sales and marketing   40,504       42,532       158,861       166,938  
    General and administrative   31,566       35,112       132,680       124,874  
    Amortization of intangible assets   2,256       2,256       9,025       12,344  
    Merger-related charges   7,550       —       23,021       —  
    Restructuring and other related costs   81       4,096       4,186       6,717  
    Total operating expenses   157,171       163,641       628,210       627,752  
    Income (loss) from operations   140       11,261       (83,650 )     (4,840 )
    Other income (expense), net:              
    Interest income   594       982       3,383       2,716  
    Interest expense   (6,746 )     (8,814 )     (32,302 )     (30,609 )
    Other gain (loss), net   (11,547 )     4,739       (20,457 )     15,325  
    Total other income (expense), net   (17,699 )     (3,093 )     (49,376 )     (12,568 )
    Income (loss) before income taxes   (17,559 )     8,168       (133,026 )     (17,408 )
    Provision for (benefit from) income taxes   8,784       (4,705 )     17,312       7,805  
    Net income (loss) $ (26,343 )   $ 12,873     $ (150,338 )   $ (25,213 )
    Net income (loss) per common share:              
    Basic $ (0.11 )   $ 0.06     $ (0.64 )   $ (0.11 )
    Diluted $ (0.11 )   $ 0.06     $ (0.64 )   $ (0.11 )
    Weighted average shares used in computing net income (loss) per common share:              
    Basic   236,974       230,509       234,672       226,726  
    Diluted   236,974       233,090       234,672       226,726  
     

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

        Three months ended
      Twelve months ended
        December 28,
    2024
          September 28,
    2024
          December 30,
    2023
          December 28,
    2024
          December 30,
    2023
       
    Reconciliation of Gross Profit and Gross Margin:                                        
    GAAP as reported   $ 157,311       38.0 %   $ 141,214       39.8 %   $ 174,902       38.6 %   $ 544,560       38.4 %   $ 622,912       38.6 %
    Stock-based compensation expense(1)     1,867       0.4 %     2,084       0.6 %     2,328       0.5 %     7,621       0.6 %     10,000       0.6 %
    Amortization of acquired intangible assets(2)     —       — %     —       — %     —       — %     —       — %     10,621       0.7 %
    Restructuring and other related costs(3)     (56 )     (0.0) %     (24 )     — %     2,218       0.5 %     596       0.0 %     2,218       0.1 %
    Warehouse fire recovery(4)     —       — %     —       — %     —       — %     —       — %     (1,985 )     (0.1) %
    Non-GAAP as adjusted   $ 159,122       38.4 %   $ 143,274       40.4 %   $ 179,448       39.6 %   $ 552,777       39.0 %   $ 643,766       39.9 %
                                             
    Reconciliation of Operating Expenses:                                        
    GAAP as reported   $ 157,171         $ 152,212         $ 163,641         $ 628,210         $ 627,752      
    Stock-based compensation expense(1)     10,333           12,305           10,429           43,300           52,150      
    Amortization of acquired intangible assets(2)     2,256           2,257           2,256           9,025           12,344      
    Restructuring and other related costs(3)     81           (157 )         4,096           4,186           6,717      
    Merger-related charges(5)     7,550           6,954           —           23,021           —      
    Non-GAAP as adjusted   $ 136,951         $ 130,853         $ 146,860         $ 548,678         $ 556,541      
                                             
    Reconciliation of Income (Loss) from Operations and Operating Margin:                                        
    GAAP as reported   $ 140       0.0 %   $ (10,998 )     (3.1) %   $ 11,261       2.5 %   $ (83,650 )     (5.9) %   $ (4,840 )     (0.3) %
    Stock-based compensation expense(1)     12,200       3.0 %     14,389       4.1 %     12,757       2.8 %     50,921       3.7 %     62,150       3.8 %
    Amortization of acquired intangible assets(2)     2,256       0.5 %     2,257       0.6 %     2,256       0.5 %     9,025       0.6 %     22,965       1.4 %
    Restructuring and other related costs(3)     25       0.0 %     (181 )     (0.1) %     6,314       1.4 %     4,782       0.3 %     8,935       0.6 %
    Warehouse fire recovery(4)     —       — %     —       — %     —       — %     —       — %     (1,985 )     (0.1) %
    Merger-related charges(5)     7,550       1.9 %     6,954       2.0 %     —       — %     23,021       1.6 %     —       — %
    Non-GAAP as adjusted   $ 22,171       5.4 %   $ 12,421       3.5 %   $ 32,588       7.2 %   $ 4,099       0.3 %   $ 87,225       5.4 %
       
        Three months ended Twelve months ended
        December 28,
    2024
      September 28,
    2024
      December 30,
    2023
      December 28,
    2024
      December 30,
    2023
    Reconciliation of Net Income (Loss):                    
    GAAP as reported   $ (26,343 )   $ (14,313 )   $ 12,873     $ (150,338 )   $ (25,213 )
    Stock-based compensation expense(1)     12,200       14,389       12,757       50,921       62,150  
    Amortization of acquired intangible assets(2)     2,256       2,257       2,256       9,025       22,965  
    Restructuring and other related costs(3)     25       (181 )     6,314       4,782       8,935  
    Warehouse fire recovery(4)     —       —       —       —       (1,985 )
    Merger-related charges(5)     7,550       6,954       —       23,021       —  
    Foreign exchange (gains) losses, net(6)     11,855       (8,039 )     (4,852 )     21,954       (14,755 )
    Income tax effects(7)     655       (788 )     (780 )     (3,120 )     1,292  
    Non-GAAP as adjusted     8,198     $ 279     $ 28,568     $ (43,755 )   $ 53,389  
                         
    Weighted Average Shares Used in Computing GAAP Net Income (Loss) per Common Share:                    
    Basic     236,974       235,832       230,509       234,672       226,726  
    Diluted(8)     236,974       235,832       233,090       234,672       226,726  
                         
    Weighted Average Shares Used in Computing Non-GAAP Net Income (Loss) per Common Share:                    
    Basic     236,974       235,832       230,509       234,672       226,726  
    Diluted(9)     269,422       240,502       259,210       234,672       255,468  
                         
    Reconciliation of Adjusted EBITDA (10):                    
    Non-GAAP net income (loss)   $ 8,198     $ 279     $ 28,568     $ (43,755 )   $ 53,389  
    Add: Interest expense, net     6,152       7,890       7,832       28,919       27,893  
    Less: Other gain (loss), net     308       446       (113 )     1,497       570  
    Add: Income tax effects     8,129       4,698       (3,925 )     20,432       6,513  
    Add: Depreciation     13,333       13,501       17,125       53,308       55,819  
    Non-GAAP as adjusted   $ 35,504     $ 25,922     $ 49,713     $ 57,407     $ 143,044  
                         
    Net Income (Loss) per Common Share: GAAP                    
    Basic   $ (0.11 )   $ (0.06 )   $ 0.06     $ (0.64 )   $ (0.11 )
    Diluted(8)   $ (0.11 )   $ (0.06 )   $ 0.06     $ (0.64 )   $ (0.11 )
                         
    Net Income (Loss) per Common Share: Non-GAAP                    
    Basic   $ 0.03     $ 0.00     $ 0.12     $ (0.19 )   $ 0.24  
    Diluted(9)   $ 0.03     $ 0.00     $ 0.12     $ (0.19 )   $ 0.23  
     

    (1)   Stock-based compensation expense is calculated in accordance with the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation effective January 1, 2006. The following table summarizes the effects of stock-based compensation related to employees and non-employees (in thousands):  

     
        Three months ended   Twelve months ended
        December 28, 2024   September 28, 2024   December 30, 2023   December 28, 2024   December 30, 2023
    Cost of revenue   $ 1,867     $ 2,084     $ 2,328     $ 7,621     $ 10,000  
    Research and development     4,547       4,623       4,917       18,779       22,474  
    Sales and marketing     3,036       3,241       2,328       12,175       13,699  
    General and administration     2,750       4,441       3,184       12,346       15,977  
    Total operating expenses     10,333       12,305       10,429       43,300       52,150  
    Total stock-based compensation expense   $ 12,200     $ 14,389     $ 12,757     $ 50,921     $ 62,150  
     

    (2)    Amortization of acquired intangible assets consists of developed technology and customer relationships acquired in connection with the acquisitions of Coriant and Transmode AB. GAAP accounting requires that acquired intangible assets are recorded at fair value and amortized over their useful lives. As this amortization is non-cash, Infinera has excluded it from its non-GAAP gross profit, operating expenses and net income measures. Management believes the amortization of acquired intangible assets is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera’s underlying business performance.

    (3)    Restructuring and other related costs are primarily associated with the reduction of headcount and the reduction of operating costs. In addition, this includes accelerated amortization on operating lease right-of-use assets due to the cessation of use of certain facilities. Management has excluded the impact of these charges in arriving at Infinera’s non-GAAP results as they are non-recurring in nature and its exclusion provides a better indication of Infinera’s underlying business performance.

    (4)    Warehouse fire losses were incurred due to inventory destroyed in a warehouse fire in the third quarter of fiscal year 2022. Recoveries are recorded when they are probable of receipt. Management has excluded the impact of this loss and subsequent recoveries in arriving at Infinera’s non-GAAP results as it is non-recurring in nature and its exclusion provides a better indication of Infinera’s underlying business performance.

    (5)    Merger-related charges represent costs incurred directly in connection with the pending merger with Nokia. Management has excluded the impact of these charges in arriving at Infinera’s non-GAAP results as they are non-recurring in nature and the exclusion of these charges provides a better indication of Infinera’s underlying business performance.

    (6)    Foreign exchange (gains) losses, net, have been excluded from Infinera’s non-GAAP results because management believes that this expense is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera’s underlying business performance.

    (7)    The difference between the GAAP and non-GAAP tax provision is due to the net tax effects of above non-GAAP adjustments. Management believes the exclusion of these tax effects provides a better indication of Infinera’s underlying business performance.

    (8)    The GAAP diluted shares include potentially dilutive securities from Infinera’s stock-based benefit plans and convertible senior notes. These potentially dilutive securities are added for the computation of diluted net income per share on a GAAP basis in periods when Infinera has net income on a GAAP basis, as its inclusion provides a better indication of Infinera’s underlying business performance.

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

     
        Three months ended   Twelve months ended
        December 28,
    2024
      September 28,
    2024
      December 30,
    2023
      December 28,
    2024
      December 30,
    2023
    GAAP net income (loss) for basic earnings per share   $ (26,343 )   $ (14,313 )   $ 12,873     $ (150,338 )   $ (25,213 )
    Interest expense related to the convertible senior notes, net of tax     —       —       104       —       —  
    GAAP net income (loss) for diluted earnings per share   $ (26,343 )   $ (14,313 )   $ 12,977     $ (150,338 )   $ (25,213 )
                         
    Weighted average basic common shares outstanding     236,974       235,832       230,509       234,672       226,726  
    Dilutive effect of restricted and performance share units     —       —       682       —       —  
    Dilutive effect of 2024 convertible senior notes(a)     —       —       1,899       —       —  
    Dilutive effect of 2027 convertible senior notes(b)     —       —       —       —       —  
    Dilutive effect of 2028 convertible senior notes(c)     —       —       —       —       —  
    Weighted average dilutive common shares outstanding     236,974       235,832       233,090       234,672       226,726  
                         
    GAAP net income (loss) per common share:                    
    Basic   $ (0.11 )   $ (0.06 )   $ 0.06     $ (0.64 )   $ (0.11 )
    Diluted   $ (0.11 )   $ (0.06 )   $ 0.06     $ (0.64 )   $ (0.11 )
     

    (a)    For the three- months ended December 28, 2024 and September 28, 2024, there were zero and 1.4 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the twelve- months ended December 28, 2024 and December 30, 2023, there were 1.3 million and 5.8 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

    (b)    For each of the three- months ended December 28, 2024, September 28, 2024, and December 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For both the twelve- months ended December 28, 2024, and December 30, 2023, there were 26.1 million shares, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

    (c)    For the three- months ended December 28, 2024, September 28, 2024, and December 30, 2023, there were no shares excluded from the calculation of diluted net income (loss) per share. For the twelve- months ended December 28, 2024, and December 30, 2023, there were zero and 0.9 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

    (9)    The non-GAAP diluted shares include the potentially dilutive securities from Infinera’s stock-based benefit plans and convertible senior notes. These potentially dilutive securities are added for the computation of diluted net income per share on a non-GAAP basis in periods when Infinera has net income on a non-GAAP basis as its inclusion provides a better indication of Infinera’s underlying business performance. Refer to the diluted earnings per share reconciliation presented below.

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

     
        Three months ended   Twelve months ended
        December 28,
    2024
      September 28,
    2024
      December 30,
    2023
      December 28,
    2024
      December 30,
    2023
    Non-GAAP net income (loss) for basic earnings per share   $ 8,198     $ 279     $ 28,568     $ (43,755 )   $ 53,389  
    Interest expense related to the convertible senior notes, net of tax     752       —       1,652       —       5,370  
    Non-GAAP net income (loss) for diluted earnings per share   $ 8,950     $ 279     $ 30,220     $ (43,755 )   $ 58,759  
                         
    Weighted average basic common shares outstanding     236,974       235,832       230,509       234,672       226,726  
    Dilutive effect of restricted and performance share units     6,328       4,670       682       —       1,674  
    Dilutive effect of employee stock purchase plan     —       —       —       —       53  
    Dilutive effect of 2024 convertible senior notes(a)     —       —       1,899       —       —  
    Dilutive effect of 2027 convertible senior notes(b)     26,120       —       26,120       —       26,210  
    Dilutive effect of 2028 convertible senior notes(c)     —       —       —       —       895  
    Weighted average dilutive common shares outstanding     269,422       240,502       259,210       234,672       255,558  
                         
    Non-GAAP net income (loss) per common share:                    
    Basic   $ 0.03     $ 0.00     $ 0.12     $ (0.19 )   $ 0.24  
    Diluted   $ 0.03     $ 0.00     $ 0.12     $ (0.19 )   $ 0.23  
     

    (a)    For the three- months ended December 28, 2024, September 28, 2024, there were zero and 1.4 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the twelve- months ended December 28, 2024, and December 30, 2023, there were 1.3 million and 5.8 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

    (b)    For the three- months ended September 28, 2024, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the twelve- months ended December 28, 2024, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

    (c)    For the three- months ended December 28, 2024, September 28, 2024, and December 30, 2023, there were no shares excluded from the calculation of diluted net income (loss) per share. For the twelve- months ended December 28, 2024, there were no shares excluded from the calculation of diluted net income (loss) per share.

    (10)    Adjusted EBITDA is a non-GAAP supplemental measure of operating performance that does not represent and should not be considered an alternative to operating loss or cash flow from operations, as determined by GAAP. Infinera’s adjusted EBITDA is calculated by excluding the above non-GAAP adjustments, interest expense, net, other gain (loss), net, income tax effects and depreciation expenses. Management believes that adjusted EBITDA is an important financial measure for use in evaluating Infinera’s financial performance, as it measures the ability of our business operations to generate cash.

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

    Free Cash Flow

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

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

     
        Three months ended   Twelve months ended
        December 28,
    2024
      September 28,
    2024
      December 30,
    2023
      December 28,
    2024
      December 30,
    2023
    Net cash provided by operating activities   $ 72,045     $ 44,563     $ 79,652     $ 80,680     $ 49,510  
    Purchase of property and equipment     (28,265 )     (24,090 )     (21,414 )     (75,013 )     (62,314 )
    Free cash flow   $ 43,780     $ 20,473     $ 58,238     $ 5,667     $ (12,804 )
     

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

      December 28,
    2024
      December 30,
    2023
    ASSETS      
    Current assets:      
    Cash and cash equivalents $ 145,808     $ 172,505  
    Short-term restricted cash   —       517  
    Accounts receivable, net   336,552       381,981  
    Inventory   308,213       431,163  
    Prepaid expenses and other current assets   155,249       129,218  
    Total current assets   945,822       1,115,384  
    Property, plant and equipment, net   249,496       206,997  
    Operating lease right-of-use assets   36,348       39,973  
    Intangible assets, net   15,794       24,819  
    Goodwill   224,233       240,566  
    Long-term restricted cash   420       837  
    Other long-term assets   61,645       50,662  
    Total assets $ 1,533,758     $ 1,679,238  
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current liabilities:      
    Accounts payable $ 284,992     $ 299,005  
    Accrued expenses and other current liabilities   143,385       110,758  
    Accrued compensation and related benefits   49,942       85,203  
    Short-term debt, net   482       25,512  
    Accrued warranty   13,243       17,266  
    Deferred revenue   134,727       136,248  
    Total current liabilities   626,771       673,992  
    Long-term debt, net   667,930       658,756  
    Long-term accrued warranty   12,264       15,934  
    Long-term deferred revenue   29,290       21,332  
    Long-term deferred tax liability   3,035       1,805  
    Long-term operating lease liabilities   41,601       47,464  
    Other long-term liabilities   36,352       43,364  
    Commitments and contingencies      
    Stockholders’ equity:      
    Preferred stock, $0.001 par value
    Authorized shares – 25,000 and no shares issued and outstanding
      —       —  
    Common stock, $0.001 par value
    Authorized shares – 500,000 in 2024 and 500,000 in 2023   
    Issued and outstanding shares – 237,396 in 2024 and 230,994 in 2023
      237       231  
    Additional paid-in capital   2,024,810       1,976,014  
    Accumulated other comprehensive loss   (33,388 )     (34,848 )
    Accumulated deficit   (1,875,144 )     (1,724,806 )
    Total stockholders’ equity   116,515       216,591  
    Total liabilities and stockholders’ equity $ 1,533,758     $ 1,679,238  
     

    Infinera Corporation
    Consolidated Statements of Cash Flows
    (In thousands)

      Twelve months ended
      December 28,
    2024
      December 30,
    2023
    Cash Flows from Operating Activities:      
    Net loss $ (150,338 )   $ (25,213 )
    Adjustments to reconcile net loss to net cash provided by operating activities:      
    Depreciation and amortization   62,333       78,784  
    Non-cash restructuring charges and other related costs   40       1,200  
    Amortization of debt issuance costs and discount   3,680       3,862  
    Operating lease expense   9,252       7,464  
    Stock-based compensation expense   50,921       62,150  
    Other, net   (76 )     (823 )
    Changes in assets and liabilities:      
    Accounts receivable   40,218       38,511  
    Inventory   121,772       (57,864 )
    Prepaid expenses and other current assets   (49,159 )     9,683  
    Accounts payable   (28,258 )     (2,921 )
    Accrued expenses and other current liabilities   11,568       (40,063 )
    Deferred revenue   8,727       (25,260 )
    Net cash provided by operating activities   80,680       49,510  
    Cash Flows from Investing Activities:      
    Purchase of property and equipment   (75,013 )     (62,314 )
    Net cash used in investing activities   (75,013 )     (62,314 )
    Cash Flows from Financing Activities:      
    Proceeds from issuance of 2028 Notes   —       98,751  
    Repayment of 2024 Notes   (18,747 )     (83,446 )
    Payment of debt issuance cost   —       (2,108 )
    Proceeds from asset-based revolving credit facility   50,000       50,000  
    Repayment of asset-based revolving credit facility   (50,000 )     (50,000 )
    Repayment of mortgage payable   (470 )     (510 )
    Principal payments on finance lease obligations   (562 )     (1,023 )
    Payment of term license obligation   (10,318 )     (10,417 )
    Proceeds from issuance of common stock   6       14,931  
    Tax withholding paid on behalf of employees for net share settlement   (2,129 )     (2,465 )
    Net cash (used in) provided by financing activities   (32,220 )     13,713  
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   (1,078 )     (16,253 )
    Net change in cash, cash equivalents and restricted cash   (27,631 )     (15,344 )
    Cash, cash equivalents and restricted cash at beginning of period   173,859       189,203  
    Cash, cash equivalents and restricted cash at end of period(1) $ 146,228     $ 173,859  
     

    Infinera Corporation
    Consolidated Statements of Cash Flows
    (In thousands)

      Twelve months ended
      December 28,
    2024
      December 30,
    2023
    Supplemental disclosures of cash flow information:      
    Cash paid for income taxes, net $ 21,790     $ 14,109  
    Cash paid for interest, net $ 27,359     $ 22,394  
    Supplemental schedule of non-cash investing and financing activities:          
    Transfer of inventory to fixed assets $ —     $ 1,847  
    Property and equipment included in accounts payable and accrued liabilities $ 34,385     $ 10,104  
    Unpaid term licenses (included in accounts payable, accrued liabilities and other long-term liabilities) $ 14,196     $ 23,326  
                   
     

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

     
      December 28,
    2024
      December 30,
    2023
           
    Cash and cash equivalents $ 145,808     $ 172,505  
    Short-term restricted cash   —       517  
    Long-term restricted cash   420       837  
    Total cash, cash equivalents and restricted cash $ 146,228     $ 173,859  
     

    Infinera Corporation
    Supplemental Financial Information
    (Unaudited)

        Q1’23   Q2’23   Q3’23   Q4’23   Q1’24   Q2’24   Q3’24   Q4’24
    GAAP Revenue $(Mil)   $ 392.1     $ 376.2     $ 392.4     $ 453.5     $ 306.9     $ 342.7     $ 354.4     $ 414.4  
    GAAP Gross Margin %     37.5 %     38.0 %     40.3 %     38.6 %     36.0 %     39.6 %     39.8 %     38.0 %
    Non-GAAP Gross Margin %(1)     38.8 %     39.3 %     41.9 %     39.6 %     36.6 %     40.3 %     40.4 %     38.4 %
    GAAP Revenue Composition:                                
    Domestic %     60 %     58 %     59 %     67 %     54 %     58 %     60 %     62 %
    International %     40 %     42 %     41 %     33 %     46 %     42 %     40 %     38 %
    Customers >10% of Revenue     —       1       1       1       —       —       2       2  
    Cash Related Information:                                
    Cash from Operations $(Mil)   $ (1.8 )   $ 1.4     $ (29.7 )   $ 79.6     $ 24.0     $ (59.9 )   $ 44.5     $ 72.1  
    Capital Expenditures $(Mil)   $ 16.8     $ 10.8     $ 13.3     $ 21.4     $ 8.1     $ 14.6     $ 24.0     $ 28.3  
    Depreciation & Amortization $(Mil)   $ 19.6     $ 19.8     $ 20.0     $ 19.4     $ 15.4     $ 15.6     $ 15.7     $ 15.6  
    DSOs(2)     78       79       76       77       79       76       74       74  
    Inventory Metrics:                                
    Raw Materials $(Mil)   $ 67.6     $ 85.4     $ 110.4     $ 133.6     $ 132.5     $ 119.4     $ 105.2     $ 69.7  
    Work in Process $(Mil)   $ 71.8     $ 71.9     $ 69.9     $ 68.4     $ 68.6     $ 68.7     $ 67.6     $ 67.9  
    Finished Goods $(Mil)   $ 273.6     $ 270.1     $ 276.6     $ 229.2     $ 219.6     $ 196.1     $ 183.3     $ 170.6  
    Total Inventory $(Mil)   $ 413.0     $ 427.4     $ 456.9     $ 431.2     $ 420.7     $ 384.2     $ 356.1     $ 308.2  
    Inventory Turns(3)     2.4       2.2       2.1       2.5       1.8       2.0       2.3       3.1  
    Worldwide Headcount     3,351       3,365       3,369       3,389       3,323       3,334       3,340       3,418  
    Weighted Average Shares Outstanding (in thousands):                                
    Basic     222,393       225,922       228,077       230,509       231,533       234,349       235,832       236,974  
    Diluted     265,921       262,712       257,219       259,210       260,980       265,591       267,999       269,422  
     

    (1)    Non-GAAP adjustments include stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs and warehouse fire recovery. For a description of this non-GAAP financial measure, please see the section titled, “GAAP to Non-GAAP Reconciliations” of this press release for a reconciliation to the most directly comparable GAAP financial measures. For reconciliations of prior periods that are not otherwise provided herein, see the prior period earnings releases available on our Investor Relations webpage.

    (2)    Infinera calculates DSO based on 91 days.

    (3)    Infinera calculates non-GAAP inventory turns as annualized non-GAAP cost of revenue, which is calculated as GAAP cost of revenue less stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs and warehouse fire recovery, as illustrated in the reconciliation of gross profit above, divided by the average inventory for the quarter.

    The MIL Network –

    February 28, 2025
  • MIL-OSI USA: ICYMI — On “Morning Joe,” Senator King Warns of Unconstitutional Overstep by White House

    US Senate News:

    Source: United States Senator for Maine Angus King

    WASHINGTON, D.C. — U.S. Senator Angus King (I-Maine) today joined Morning Joe to stress the urgency of the unprecedented, unconstitutional overstep from President Trump’s Administration and Elon Musk’s Department of Government Efficiency (DOGE). During the interview — which comes in the midst of another round of reckless federal layoffs — King made clear the dangers of Congress further ceding it’s power to the President, noting that doing so is a “fundamental misunderstanding” of what is outlined in the Constitution.

    You can watch the full clip on YouTube here

    Senator King has been consistently sounding the alarm on President Donald Trump’s existential threat to the Constitution. At the end of January, he gave a speech on the Senate floor sharing that this administration is doing ‘exactly what the Framers [of the Constitution] most feared.” A couple weeks later, he took to the floor again to respond to the hiring freezes and firings, calling them “thoughtless and dangerous.” Senator King also previously declared that the proposal to halt all federal grant and loan disbursement was illegal and a direct assault on the Constitution. Recently, he joined 36 Senators in a letter to Secretary of State Marco Rubio, sharing the detrimental effects of  the Trump Administration’s dismantling of the U.S. Agency for International Development (USAID). He also joined fellow Senate Select Committee on Intelligence (SSCI) colleagues in writing a letter to the White House about the risks to national security by allowing unvetted Department of Government Efficiency (DOGE) staff and representatives to access classified and sensitive government materials.

    +++

    Mika Brzezinski: “It’s been five weeks since President Trump took office for the second time, and his administration has reshaped government on everything from law and order, to the role of the free press. With that as our backdrop, our next guest took to the Senate floor last week with a message to his colleagues, ‘it’s time to wake up.’”

    Sen. King: “This isn’t just a battle between the Senate and the House and the President, and they’re fighting about powers. No, the reason the framers designed our Constitution the way they did was that they were afraid of concentrated power. The responsibility of the president is to take care that the laws be faithfully executed, not write the laws, not deny the laws, not ignore the laws, not pick which laws he or she likes, but to take care that the laws are faithfully executed. That’s the responsibility of the president. And right now, those laws are being ignored. Power was divided for a reason. There’s some criticism now in the press saying people are talking about a constitutional crisis. They’re crying wolf. No, this is a constitutional crisis. It’s the most serious assault on our Constitution in the history of this country. It is the most serious assault on the very structure of our Constitution—which is designed to protect our freedoms and our liberty — in the history of this country. It is a constitutional crisis. And I’ll tell you what makes it worse. The President and the Vice President are already hinting that they’re not going to obey decisions of the courts. What’s it going to take for us to wake up? When I say us, I mean this entire body to wake up to what’s going on here? Is it going to be too late? Is it going to be when the President has accreted all this power and the congress is an afterthought? What’s it going to take? I mean, the offenses keep piling up. The President over the weekend famously quoted Napoleon, ‘when you’re saving your country, you don’t have to obey any law’. Wow. A president of the United States, quoting Napoleon about not having to obey the law.”

    Mika Brzezinski: “Independent Senator Angus King of Maine, joins us now. It’s great to have you back on the show, Senator. Katty Kay has the first question for you, sir. Katty.”

    Katty Kay: “Senator, I’ve known you for a long time, and you are not given to making speeches lightly like that on the floor. You choose your words carefully. Who were you talking to? Who was your audience? What were you trying to achieve when you stood up there on the Senate Floor and spoke to your colleagues?” 

    Sen. King: “I was trying to capture the conscience of the Republican Senators because that’s where the power is. They have a 53 vote majority in the Senate, and they can go to the White House and tell the President, ‘slow down.’ This is not the way our system is designed. They have some influence. That’s what I’m really talking about. What’s shocking to me is that we’re not standing up for the Constitution. And when the Executive, when the President cancels a whole agency created by Congress, whether it’s AID or the Consumer Finance Board or the independent agencies that were set up almost 100 years ago to protect the public as independent agencies, the Congress is not only giving its power, but as I said in the speech, we’re violating the fundamental structure of the Constitution, which was there in order to protect us. The framers were students of human nature, and they understood a very important principle. Power corrupts and absolute power corrupts absolutely. Therefore, they divided power. That’s what the constitution is all about. It divides power between the president, the congress, the courts, the states, and the federal government so that nobody would have all the power, because that inevitably leads to abuse.”

    Katty Kay: “You’re an independent. You vote with Democrats, by and large, but I know you have good relationships with your Republican colleagues as well. Do you think they’re open to your message? When you have your private conversations with them? And I don’t want you to disclose names, are you hearing murmurs of disquiet?”

    Sen. King: “I think, yes, I think disquiet is a good word. I think they’re uneasy. I think many of them understand what’s going on, although their public posture is, ‘well the courts will protect us, the courts will take care of us.’ Well, there are two problems with that. Number one, it’s a cop out. We’re not holding up our end of the constitutional bargain. We all take an oath when we come in to defend the Constitution, not a president or a party, but to defend the Constitution against all enemies, foreign and domestic. I think it’s fascinating that the framers had an idea there might be domestic enemies to the Constitution. So it’s our responsibility. And the other the other part about the courts is, as I mentioned in the speech, the Vice President and the President have already made noises about not obeying court orders. What happens then? That’s where I think it is our responsibility in the Congress. And again, I want to repeat this is not institutional jealousy. Although Madison in the Federalist thought institutional jealousy would protect this division of power, but he didn’t contemplate parties, that’s one of the problems. But it is not institutional jealousy. It’s the fundamental structure that keeps us free from an autocrat, from a dictator, from a monarch. These guys in 1787 had just fought a brutal seven year war against a king. They didn’t want concentrated power. They wanted it to be divided. And if Donald Trump doesn’t like AID, come to Congress and pass a bill. He’s got a majority in both houses to abolish it, but don’t do it in the middle of the night with this guy, Musk, and nobody knows who he’s working for or what his authority is. You know, we’ve got a bunch of 25 year-olds deciding to cut programs. Here’s another example from the other day. And this tells you where we are. Someone pointed out that the Ebola Prevention Program was cut in the AID cuts. Musk said, ‘oh, that was a mistake. We’re going to fix it.’ Think of the implications of that. What he’s really saying is, ‘I get to decide which programs we fund and which we don’t.’ That’s not the way our system is set up. That’s not the way this thing is supposed to work again, to protect our freedoms. People who are cheering all of this going on, boy, they’re going to have some second thoughts when the eye of Sauron turns to them.”

    Katty Kay: “As it will.”

    Willie Geist: “Senator, good morning. It’s great to have you on. In fact, Elon Musk just yesterday stood up in that cabinet meeting and sort of laughed off what happened with Ebola, saying, ‘we made a mistake and we fixed it.’ We reported this morning the Washington Post saying that actually hasn’t been fixed yet, and that money has not been put back where it needs to be to fight Ebola. Just one example. I’m just curious as to follow up on what Katty said about your fellow senators, Republicans and members of the House as well. Thinking of Speaker Mike Johnson, who is a constitutional lawyer, when they say — ”

    Sen. King:
    “I wonder what constitution he’s a lawyer of”

    Willie Geist: “Well, that’s a fair question. In many cases, going back to the 2020 election, forward where he helped Donald Trump with all that. But when they say, ‘look, we’re doing this because the country elected Donald Trump with a mandate. We just have to carry out what he says to do,’ that strikes a lot of people as a fundamental misunderstanding of the role of Congress and the checks and balance of our government. So what do you make of that argument that these, these men and women view their role as a rubber stamp of what Donald Trump wants, whatever it may be, and even if it violates the Constitution?”


    Sen. King: “Well, I think the best answer to that is to go back to the oath that we all take. The oath isn’t to a president, it isn’t to a party, but to the Constitution itself. And the Constitution is very clear about the division of power. In fact, the Constitution, as I mentioned in the speech, doesn’t give the president all that much power. He is Commander in Chief, yes, but the fundamental responsibility of the president in the Constitution is to, quote, ‘take care that the laws be faithfully executed.’ I emphasize the word executed. That means carry forward. It doesn’t mean write the laws, create the laws, ignore which laws you like. And for a member of Congress to say, well, we’ve got to do whatever the president says is a fundamental misunderstanding and in my view, a violation of our of our oath and our obligation to the people of this country to keep intact the division of power, which is what keeps us safe.”

    Mika Brzezinski: “Independent Senator Angus King of Maine. Thank you very much for coming on the show this morning.”

    MIL OSI USA News –

    February 28, 2025
  • MIL-OSI USA: Attorney General Pamela Bondi Announces 29 Wanted Defendants from Mexico Taken into U.S. Custody

    Source: US State of North Dakota

    Today, the United States secured custody of 29 defendants from Mexico who are facing charges in districts around the country relating to racketeering, drug-trafficking, murder, illegal use of firearms, money laundering, and other crimes. The defendants taken into U.S. custody today include leaders and managers of drug cartels recently designated as Foreign Terrorist Organizations and Specially Designated Global Terrorists, such as the Sinaloa Cartel, Cártel de Jalisco Nueva Generación (CJNG), Cártel del Noreste (formerly Los Zetas), La Nueva Familia Michoacana, and Cártel de Golfo (Gulf Cartel).  These defendants are collectively alleged to have been responsible for the importation into the United States of massive quantities of poison, including cocaine, methamphetamine, fentanyl, and heroin, as well as associated acts of violence.

    “As President Trump has made clear, cartels are terrorist groups, and this Department of Justice is devoted to destroying cartels and transnational gangs,” said Attorney General Pamela Bondi. “We will prosecute these criminals to the fullest extent of the law in honor of the brave law enforcement agents who have dedicated their careers — and in some cases, given their lives — to protect innocent people from the scourge of violent cartels. We will not rest until we secure justice for the American people.”

    “The FBI and our partners will scour the ends of the earth to bring terrorists and cartel members to justice,” said FBI Director Kash Patel. “The era of harming Americans and walking free is over.”

    “Today’s actions are a consequence of a White House that negotiates from a position of strength, and an Attorney General who is willing to lead the Department with courage and ferocity,” said Acting Deputy Attorney General Emil Bove. “By prosecuting these defendants to the maximum extent allowable under the law, we honor the memory of Special Agent Camarena, Deputy Sherrif Byrd, and other victims who are far too numerous, as well as decades of hard work in the trenches by our law enforcement partners.”

    “Today, 29 fugitive cartel members have arrived in the United States from Mexico, including one name that stands above the rest for the men and women of the DEA — Rafael Caro Quintero. Caro Quintero, a cartel kingpin who unleashed violence, destruction, and death across the United States and Mexico, has spent four decades atop DEA’s most wanted fugitives list, and today we can proudly say he has arrived in the United States where justice will be served,” said DEA Acting Administrator Derek S. Maltz. “This moment is extremely personal for the men and women of DEA who believe Caro Quintero is responsible for the brutal torture and murder of DEA Special Agent Enrique “Kiki” Camarena. It is also a victory for the Camarena family. Today sends a message to every cartel leader, every trafficker, every criminal poisoning our communities: You will be held accountable. No matter how long it takes, no matter how far you run, justice will find you.”

    Many of the defendants were subject to longstanding U.S. extradition requests that were not honored during the prior Administration, but that the Mexican government elected to transfer to the current U.S. government in response to the Justice Department’s efforts pursuant to President Trump’s directive in Executive Order 14157, entitled Designating Cartels and Other Organizations as Foreign Terrorist Organizations and Specially Designated Global Terrorists, to pursue total elimination of these Cartels. Federal prosecutors will evaluate whether additional terrorism and violence charges are appropriate based on the policy set forth in Executive Order 14157, and whether capital punishment is available based on Executive Order 14164, entitled Restoring the Death Penalty and Protecting Public Safety, as well as the Attorney General’s Feb. 5 guidance regarding the death penalty.

    • Rafael Caro Quintero, who is alleged to have been among those responsible for the 1985 murder of DEA agent Enrique “Kiki” Camarena and others.
    • Martin Sotelo, who is alleged to have participated in the 2022 murder of Deputy Sheriff Ned Byrd.
    • Antonio Oseguera Cervantes, who allegedly helped lead CJNG and is reportedly the brother of Nemesio Oseguera Cervantes, also known as “El Mencho.”
    • Ramiro Perez Moreno and Lucio Hernandez Lechuga, who are alleged to be high-ranking members of Los Zetas.

    A complete list of defendants, as well as districts where they are charged and will appear in federal court in the coming days:

    Mexico Defendants

      Name

    Arraignment

    Jurisdiction

    Statutory Maximum
    1 CANOBBIO-INZUNZA, Jose Angel Northern District Illinois Up to life imprisonment
    2. VALENCIA GONZALEZ, Norberto Northern District of Illinois Up to life imprisonment
    3. MARTIN SOTELO, Alder, also known as “Alder Martin-Sotelo” and “Alder Alfonso Marin”

    Middle District of North Carolina

    North Carolina State Court

    Federal: Maximum 10 years imprisonment

    State: Maximum of life imprisonment or death

    4. CRUZ SANCHEZ, Evaristo Southern District of Texas Up to life imprisonment
    5. GARCIA VILLANO, also known as “La Kena,” “19,” and “Ciclone 19” Southern District of Texas Up to life imprisonment
    6. HERNANDEZ LECHUGA, Lucio Eastern District of Texas Up to life imprisonment
    7. PEREZ MORENO, Ramiro Eastern District of Texas Up to life imprisonment
    8. RODRIGUEZ DIAZ, Miguel Angel, also known as “Metro” Eastern District of Texas Up to life imprisonment
    9. VILLARREAL HERNANDEZ, Jose Rodolfo Northern District of Texas Death or life imprisonment
    10. CARO QUINTERO, Rafael Eastern District of New York Death or life imprisonment
    11. CARRILLO FUENTES, Vicente Eastern District of New York Death or life imprisonment
    12. CABRERA CABRERA, Jose Bibiano District of Arizona Up to life imprisonment
    13. CLARK, Andrew Central District of California Death or life imprisonment
    14. INFANTE, Hector Eduardo Central District of California Up to life imprisonment
    15. LIMON LOPEZ, Jesus Humberto District of Arizona Up to life imprisonment
    16. TAPIA QUINTERO, Jose Guadalupe District of Arizona Up to life imprisonment
    17. TORRES ACOSTA, Inez Enrique Southern District of California Up to life imprisonment
    18. GALAVIZ VEGA, Jesus Western District of Texas Up to life imprisonment
    19. MENDEZ ESTEVANE, Luis Geraldo Western District of Texas Death or life imprisonment
    20. MONSIVAIS TREVINO, Carlos Alberto Western District of Texas Up to life imprisonment
    21. ALGREDO VAZQUEZ, Carlos District of Columbia Up to life imprisonment
    22. LOPEZ IBARRA, Rodolfo District of Columbia Up to life imprisonment
    23. OSEGUERA CERVANTES, Antonio District of Columbia Up to life imprisonment
    24. RANGEL BUENDIA, Alfredo District of Columbia Up to life imprisonment
    25. TREVINO MORALES, Miguel Angel, also known as “Z-40” District of Columbia Up to life imprisonment
    26. TREVINO MORALES, Omar, also known as “Z-42”) District of Columbia Up to life imprisonment
    27. VALENCIA SALAZAR, Erick District of Columbia Up to life imprisonment
    28. MENDEZ VARGAS, Jesus Southern District of New York Up to life imprisonment
    29. PALACIOS GARCIA, Itiel Southern District of New York Up to life imprisonment

    Attorney General Pamela Bondi thanked the law enforcement officers of the Drug Enforcement Administration, FBI, U.S. Marshal’s Service, and U.S. Immigration and Customs Enforcement – Homeland Security Investigations, and Hidalgo County Sheriff’s Office for their valuable contributions to these investigations.

    The Attorney General also thanked the Justice Department Criminal Division’s Narcotic and Dangerous Drug Section and its Office of International Affairs, and the U.S. Attorneys’ Offices for the District of Arizona, Central District of California, Southern District of California, the District of Columbia, Middle District of North Carolina, Northern District of Illinois, Eastern District of New York, Southern District of New York, Northern District of Texas, Eastern District of Texas, Southern District of Texas, and Western District of Texas for handling the prosecutions of these cases.

    An indictment is merely an allegation. All defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

    MIL OSI USA News –

    February 28, 2025
  • MIL-OSI Security: Alabama Man Sentenced to Five Years in Prison for Violating Iran Sanctions

    Source: Federal Bureau of Investigation (FBI) State Crime News

    BIRMINGHAM, Ala. – Ray Hunt, also known as Abdolrahman Hantoosh, Rahman Hantoosh, and Rahman Natooshas, 71, of Owens Cross Roads, Alabama, has been sentenced for violating the International Emergency Economic Powers Act.  In July 2024, Hunt pleaded guilty to conspiring to export U.S.-origin goods to the Islamic Republic of Iran in violation of the U.S. trade sanctions.

    According to court documents, in May 2014, Hunt registered Vega Tools, LLC with the Alabama Secretary of State, listing the nature of the business as “the purchase/resale of equipment for the energy sector.” He operated Vega Tools, including purchasing, receiving, and shipping U.S.-origin goods, from locations in Madison County, Alabama. Beginning at least as early as 2015 and continuing to the time of his arrest in November 2022,  Hunt conspired with two Iranian companies located in Tehran, Iran, to illegally export U.S.-manufactured industrial equipment for use in Iran’s oil, gas, and petrochemical industries.

    Hunt engaged in a series of deceptive practices to avoid detection by U.S. authorities, including using third-party transshipment companies in Turkey and the United Arab Emirates (UAE), routing payments through UAE banks, and lying to shipping companies about the value of his exports to prevent the filing of Electronic Export Information to U.S. authorities. Hunt lied to suppliers and shippers by claiming the items he purchased on behalf of the Iranian co-conspirators were destined for end-users in Turkey and UAE, while knowing the exports were ultimately destined for Iran. Hunt lied also to U.S. Customs and Border Protection officers regarding the nature and existence of his business when questioned upon his return from a March 2020 trip to Iran.   

    Sue Bai, head of the Justice Department’s National Security Division, U.S. Attorney Prim F. Escalona for the Northern District of Alabama, Acting Assistant Secretary for Export Enforcement John Sonderman of the Department of Commerce Bureau of Industry and Security, and Assistant Director Kevin Vorndran of the FBI’s Counterintelligence Division announced the sentence.

    BIS investigated the case with valuable assistance provided by the FBI.

    Assistant U.S. Attorneys Jonathan Cross and Henry Cornelius for the Northern District of Alabama and Trial Attorneys Emma Ellenrieder and Adam Barry of the National Security Division’s Counterintelligence and Export Control Section prosecuted the case.

    MIL Security OSI –

    February 28, 2025
  • MIL-OSI Security: Portland Man Sentenced to Federal Prison for Bank Fraud and Identity Theft

    Source: Office of United States Attorneys

    PORTLAND, Ore.–A Portland man was sentenced to federal prison today for using a stolen identity and financial information to steal more than $426,000 from a victim with an intellectual disability.

    Clinton Wells, 36, was sentenced to 36 months in federal prison and three years’ supervised release. He was also ordered to pay $426,481.14 in restitution to his victim.

    According to court documents, between March 2019 and April 2022, Wells knowingly and intentionally used personal identification and bank account information to steal the victim’s life savings. On March 13, 2019, while working for a national tax preparation company, Wells met the victim and gained access to their personal and financial information. The following day, Wells began transferring money from the victim’s bank account into his own.

    In April 2019, Wells created a user profile through the victim’s online banking system. With this access, Wells completed more than 1,100 transactions including electronic money transfers and online purchases. Wells used the money to fund extravagant trips, personal expenses and online purchases. Wells’ theft went undetected until the victim passed away and family found unopened bank statements showing the unauthorized transactions.  

    On February 13, 2024, a federal grand jury in Portland returned a six-count indictment charging Wells with bank fraud and aggravated identity theft.

    On October 30, 2024, Wells pleaded guilty to one count of bank fraud and one count of aggravated identity theft.

    This case was investigated by the U.S. Treasury Inspector General for Tax Administration, IRS Criminal Investigation, and Multnomah County Sheriff’s Office. It was prosecuted by Meredith D.M. Bateman, Assistant U.S. Attorney for the District of Oregon.

    MIL Security OSI –

    February 28, 2025
  • MIL-OSI USA: Cantwell Statement on Mass NOAA Layoffs

    US Senate News:

    Source: United States Senator for Washington Maria Cantwell
    02.27.25
    Cantwell Statement on Mass NOAA Layoffs
    WASHINGTON, D.C. – Today, the Trump Administration laid off at least 880 workers from the National Oceanic and Atmospheric Administration (NOAA). U.S. Senator Maria Cantwell (D-WA), ranking member of the Senate Committee on Commerce, Science, and Transportation and senior member of the Senate Finance Committee, issued the following statement:
    “The firings jeopardize our ability to forecast and respond to extreme weather events like hurricanes, wildfires, and floods—putting communities in harm’s way. They also threaten our maritime commerce and endanger 1.7 million jobs that depend on commercial, recreational and tribal fisheries, including thousands in the State of Washington. This action is a direct hit to our economy, because NOAA’s specialized workforce provides products and services that support more than a third of the nation’s GDP.”
    Last week, Sen. Cantwell sent a letter to Secretary of Commerce Howard Lutnick, calling on him to exempt the National Weather Service (NWS) from the federal hiring freeze, and protect all NOAA workers from firings “that would jeopardize the safety of the American public.”
    “Without NOAA’s workforce, communities will not be prepared for the next big Nor’easter, hurricane, wildfire, or drought,” wrote Sen. Cantwell. “Ships will not be able to safely navigate through our waterways. Farmers will not have the data they need to manage their crops. NOAA’s workforce keeps people alive and provides communities with the scientific support tools to protect their families and grow their businesses. I urge you to appreciate these critical government functions and reverse the hiring freeze and refrain from mass firings of these invaluable public servants—American lives depend on it.”
    Also last week, speaking in opposition to the nomination of now-Secretary Lutnick on the Senate floor, Sen. Cantwell cited his “tepid support” for NOAA as a key reason for her decision to vote against his confirmation.
    “When asked for the record, ‘Should NOAA be dismantled, as called for in Project 2025?’, Mr. Lutnick would only say he’ll figure it out once he’s confirmed,” Sen. Cantwell said. “We needed a bigger commitment to NOAA. NOAA already supplies a big, important aspect of what we deal with, with weather forecasting, tracking extreme weather, hurricanes, wildfires, managing our fisheries, operating ships that conduct important charting for national security. Mr. Lutnick gave very tepid support for NOAA.”
    Project 2025 calls for NOAA to be “dismantled and many of its functions eliminated,” calling it part of the “climate change alarm industry.” NOAA provides critical services to the nation including weather forecasts, extreme storm tracking and monitoring, tools to enable communities to adapt to sea level rise and climate change, supporting fisheries management, and conserving marine mammals and other protected species including salmon and orcas.
    Sen. Cantwell is a champion of NOAA and helped secure $3.3 billion in NOAA investments in the Inflation Reduction Act to help communities prepare for and adapt to climate change, boost science needed to understand changing weather and climate patterns, and invest in advanced computer technologies that are critical for extreme weather prediction and emergency response. Her Fire Ready Nation Act, bipartisan legislation to strengthen NOAA’s ability to help forecast, prevent, and fight wildfires, passed the Commerce committee unanimously earlier this month and now heads to the full Senate for consideration.

    MIL OSI USA News –

    February 28, 2025
  • MIL-OSI New Zealand: Going for Housing Growth: New and improved infrastructure funding and financing tools

    Source: New Zealand Government

    New and improved infrastructure funding and financing tools will help get more houses built and address New Zealand’s housing crisis, Housing Minister Chris Bishop and Local Government Minister Simon Watts say.

    “Fixing New Zealand’s housing crisis will help lift economic growth, boost productivity and lift our living standards.

    “The Government’s Going for Housing Growth programme focuses on fixing the fundamentals of our housing crisis: land supply, infrastructure, and incentives for growth.”

    Going for Housing Growth is split into three pillars: 

    Pillar 1: Freeing up land for development and removing unnecessary planning barriers,

    Pillar 2: Improving infrastructure funding and financing to support growth, and 

    Pillar 3: Providing incentives for communities and councils to support growth.

    “In July, the Government announced decisions on Pillar 1 which will make it much easier for our cities to grow both up and out

    “We are not a small country by land mass, but our planning system has made it difficult for our cities to grow. As a result, we have excessively high land prices driven by market expectations of an ongoing shortage of developable urban land to meet demand. 

    “But, on its own, freeing up land is not enough to support more housing. We also need the timely delivery of infrastructure. Put simply, you can’t have housing without water, transport, and community facilities.

    Pillar 2: Improving funding and financing tools

    “The changes we are announcing today respond to the calls from councils and developers to make it much simpler and easier to fund and finance enabling infrastructure for housing.

    “In short, the Government’s changes will create a flexible funding and financing system to match a new, flexible, planning system.

    “Our infrastructure funding system for housing is broken, with councils unable to effectively recover the costs of enabling infrastructure for urban growth. This leads either to existing ratepayers picking up the tab (which is unfair), or it stops more houses being built (which perpetuates the problem).

    “Our core objective is to create a system where “growth pays for growth”. We want to move to a future state where funding and financing tools enable a responsive supply of infrastructure in places where it is commercially viable to build new houses. 

    “This will shift market expectations of future scarcity, bring down the cost of land for new housing, and improve incentives to develop land sooner instead of land banking.”

    The Government will make five key changes to New Zealand’s funding and financing toolkit that will support urban growth:

    1. Replacing Development Contributions with a Development Levy system, which enables councils and other infrastructure providers to charge developers a proportionate amount of the total cost of capital expenditure necessary to service growth over the long term. Separate levies will be maintained for each infrastructure service, with levy zones expected to cover a pre-defined urban area. Levies will be calculated based on overall growth costs and expected levels of growth.
    2. Establishing regulatory oversight of Development Levies to ensure charges are fair and appropriate by restricting local authority discretion about various matters, such as setting the methodology used to allocate project costs.
    3. Increasing the flexibility of targeted rates by allowing councils to set targeted rates that only apply to new developments, and enabling targeted rates and levies to be used together where projects benefit existing residents and provide for growth.
    4. Improving the effectiveness of the Infrastructure Funding and Financing (IFF) Act, particularly for developer-led projects. This work is being led by Parliamentary Under-Secretary Simon Court.
    5. Broadening existing tools to support value capture and cost recovery by enabling the IFF Act to be used for major transport projects (such as those led by NZTA). 

    “These are big changes to the infrastructure funding system for urban growth, but they will be worth it. Shifting to Development Levies will give developers more certainty around costs and give councils more flexibility to recover the actual costs of growth. The changes will increase transparency and reduce administrative complexity for councils.

    “Most importantly, they mean that councils can properly cover the costs of housing growth.

    “These changes, combined with the Government’s Local Water Done Well reforms, will help ease the constraints on local government, developers, and other infrastructure providers and enable the delivery of infrastructure to land zoned for housing development.

    “Detailed design work around the new system is underway now and there will be engagement by government officials with councils and developers in advance of legislation being introduced to Parliament in the second half of 2025. Our aim is to enact the legislation in mid-2026 for the new system to begin in 2027.”

    Note to Editors:

    Four fact sheets are attached.

    For more information about the Going for Housing Growth programme, please visit the Ministry of Housing and Urban Development website.

    MIL OSI New Zealand News –

    February 28, 2025
  • MIL-OSI New Zealand: Speech to LGNZ Metro, Rural and Provincial sectors meeting

    Source: New Zealand Government

    Good afternoon, everyone. Today I’d like to talk to you about progress the Government has made on our Going for Housing Growth agenda. I’m also excited to announce policy decisions that will improve infrastructure funding and financing to get more houses built. 

    Thank you to Local Government New Zealand for hosting this meeting. It is crucial that central and local government, work together in the areas of housing, planning reform, and transport to unlock New Zealand’s potential. 

    NEW ZEALAND’S HOUSING CHALLENGES

    Let’s start with an overview of our housing challenge. 

    Over the last three decades real house prices in New Zealand increased more than any other OECD country. According to the OECD’s Better Life Index, we also rank 40th out of 41 countries for housing affordability – just in front of the Slovak Republic. 

     Put simply, our housing market has held us back economically and socially:

    • New Zealanders spend a larger share of their income on housing – meaning less disposable income can go towards goods, services, and investments,
    • In 2022, more than half of all household wealth was tied up in land and houses,
    • Homeownership rates are near their lowest in 80 years,
    • Young people are leaving New Zealand to find better opportunities, and 
    • There are 20,300 families on the social housing wait list.

    But it hasn’t always been like this. Just 23 years ago in 2002, New Zealand had a house price to wage ratio of 3:1. Now, house prices outstrip wages by over 6:1.

    The worst part about this is that we have known about our housing crisis – and how to fix it – for over a decade. 

    In fact, the first two recommendations in the Productivity Commission’s 2012 inquiry into housing affordability were:

    1. For central and local government to free up more land for housing in the inner city, suburbs, and city edge; and 
    2. To ensure greater discipline around charging for growth infrastructure. 
      Since then, report after report and inquiry after inquiry has found that our planning system, particularly restrictions on the supply of developable urban land, are at the heart of our housing affordability challenge. 

    This Government has seen the evidence, listened, and is getting on with the job. 

    I am determined to fix our housing crisis by addressing the root cause of the problem, focusing on the fundamentals, and treating housing as a complete and dynamic system. 

    Getting the settings for housing and land markets right will do three things:

    1. Lift economic growth and productivity,
    2. Reduce the social consequences of unaffordable housing, and 
    3. Help us get the Government’s books back in order.

    HOUSING IS AN ENABLER OF ECONOMIC GROWTH AND PROSPERITY

    I want to spend a bit of time focusing on the relationship between housing and economic growth. 

    Housing is a basic human need, and it is also an enabler of productivity, and for decades, New Zealand has suffered from a productivity disease.

    As Paul Krugman so famously observed, “Productivity isn’t everything, but in the long run, it’s almost everything.”

    Productivity growth is a key driver of our standard of living and prosperity.

    It will probably surprise – and I hope alarm you – to learn that our productivity is closer to places like Poland, Hungary, and the Czech Republic than it is to Australia, Canada, the United Kingdom, or the United States.

    In other words, our productivity rates are on par with countries that endured 40 years of communism.

    To turn this around, the Government is focused on going for growth, whether that’s in trade, foreign investment, innovation and technology, competition, infrastructure, or housing – the whole shebang.

    It is not going to be easy to really get growth and productivity going in New Zealand. But, in my view, getting the underlying settings housing and land markets right will do a lot of the heavy lifting. 

    There is now a mountain of economic evidence that cities are engines of productivity, and the evidence shows bigger is better. 

    In New Zealand, it is estimated that doubling a city’s population could increase output by 3.5%. And, on average, workers in cities earn one third more than their non-urban counterparts.

    Throughout history, cities have been the hub of innovation. Think 15th century Florence, 17th century Amsterdam, 18th century London, and San Francisco today.

    Cities are powerful engines of growth because they foster agglomeration economies – which are the benefits that occur when firms and people cluster together. When people are close, we can more effectively:

    • Share infrastructure, supply chains, and capital,  
    • Match skills to jobs, and 
    • Learn from each through the exchange of knowledge and ideas. 

    A floor filled with smart people working next to each other and chatting over coffee, in a building filled with floors, in a city full of buildings, unsurprisingly, enables greater opportunities.

    Proximity encourages collaboration and innovation. 

    So, the question is, are we making the most out of New Zealand’s cities? 

    If we are honest with ourselves, the answer is no. 

    Quite often I experience ‘housing utopia whiplash’ – one article says, “don’t put intensification here, we need to protect the wooden villas”, another says “don’t do greenfield development, it contributes to more emissions”. 

    But if you can’t go up or out, you can’t go anywhere. 

    To make housing more affordable, our cities need to growth both up and out – we need bigger cities and, we need more houses.

    Having more affordable housing would also free up more disposable income and capital for investment in businesses, capital, infrastructure, and people.

    Modelling shows, that under an ‘ambitious scenario’ of removing all supply-side constraints, New Zealand could increase output per worker by up to 1.6%, increase workers moving from Australia to New Zealand’s high-productivity regions by up to 7.2%, and increase GDP by up to 8.4%.

    Now, removing all supply-side constraints is not realistic – but what I do know is that we can do so much more than we are now. 

    ACTIONS ON GOING FOR HOUSING GROWTH SO FAR

    In July last year, I outlined our Going for Housing Growth policy: 

    • Pillar 1: freeing up land for development and removing unnecessary planning barriers, 
    • Pillar 2: improving infrastructure funding and financing to support urban growth, and 
    • Pillar 3: providing incentives for communities and councils to support growth.

    We have made good progress on Pillar 1 which includes Housing Growth Targets for Tier 1 and 2 councils to “live-zone” 30-years of housing demand, making it easier for cities to expand, strengthening the intensification provisions in the NPS-UD, putting in new rules requiring councils to enable mixed-used development, and abolishing minimum floor areas and balcony requirements.

    Details about how Pillar 1 will be implemented will be announced in the coming months.

    Today, I will announce policy decisions Cabinet has made on Pillar 2, which I will get to shortly. 

    Officials are also working away on Pillar 3 in the context of Pillars 1 and 2, which will ensure that councils and communities face strong incentives – carrots or sticks – for growth.

    To help fix the housing crisis, the Government has also:

    • Passed the Residential Tenancies Amendment Bill to make sensible changes to tenancy rules to encourage landlords into the market;
    • Passed legislation to make it easier for international investment into “Build to Rent” housing; 
    • Passed the Fast-track Approvals Act which makes it much easier to consent large-scale housing developments;
    • Funded 1,500 new social housing places delivered by Community Housing Providers; and
    • Established a Residential Development Underwrite scheme to support construction during the market downturn.

    Before the next election, we will have also replaced the Resource Management Act with new legislation. More on that next month.

    ANNOUNCEMENTS ON PILLAR 2

    Now let’s talk about Pillar 2 – improving infrastructure funding and financing to support urban growth. 

    I know central government has given local government a hard time about not zoning enough land for housing. I’ve done it once or twice before. 

    And it’s true, you haven’t.

    But what I have heard from you and housing experts, is that freeing up urban land is not enough on its own. We also need to ensure the timely provision of infrastructure. 

    Put simply, you can’t have housing without land, water, transport, and other community infrastructure. It’s a package. 

    However, under the status quo, councils and developers face significant challenges to fund and finance enabling infrastructure for housing.

    I hope you’ll agree with me that existing tools like Development Contributions (DCs), and the Infrastructure Funding and Financing (IFF) Act are not fit for purpose. 

    We want to move to a future state where funding and financing tools enable a responsive supply of infrastructure where it is commercially viable to build new houses. 

    This will shift market expectations of future scarcity, bring down the cost of land for new housing, and improve incentives to develop land sooner instead of land banking.

    To achieve this future, our overarching approach is that ‘growth pays for growth’.

    So, today, I am excited to announce five key changes to our infrastructure funding settings that will get more houses built:

    • The first is replacing DCs with a Development Levy System, 
    • The second is establishing regulatory oversight of Development Levies to ensure charges are fair and appropriate, 
    • The third is increasing the flexibility of targeted rates, 
    • The fourth is improving the Infrastructure Funding and Financing Act, and 
    • The fifth is broadening existing tools to support value capture.

    Essentially, we are developing a flexible toolkit of mechanisms to ensure growth pays for growth”.  There is no funding and financing mechanism that will suit all developments. But the flexible toolkit I’m about to outline will help ensure a responsive supply of infrastructure.

    Development Levies system

    Let’s start with replacing DCs with a Development Levy system. 

    Under the status quo, councils can only recover infrastructure costs for planned, costed, and in-sequence developments. In effect, this means councils can only recover costs if they have certainty about when, where, and what development occurs.

    But this level of certainty isn’t realistic. We don’t live in Ebenezer Howard’s “Garden City” or “planners paradise”, and we’re not stuck in the Soviet Union. We want growth to be demand-led, not planner-led. 

    We know DCs aren’t working, because councils haven’t been able to effectively recover growth costs, leaving ratepayers to pick up the cheque.

    For example, Auckland Council estimates that $330m in growth infrastructure costs for Drury will be met by ratepayers, not by the beneficiaries of the infrastructure. Similarly, Tauranga City Council has reported 16 percent under-recovery for projects that were included in DC policies, which saw over $70m of debt expected to be transferred to ratepayers.

    Not only is this unfair, but it makes existing residents resistant to growth.

    The political economy of housing is stacked against actually building it. It is not surprising that existing ratepayers mobilise against new housing when they’re required to pick up the tab for the infrastructure required for it.

    DCs were designed in 2002 for a world with a strategy of “urban containment”, where councils put rings around and ceilings on top of our cities.

    The old model was to plan cities carefully. 

    So, we sequenced, and planned, and costed the infrastructure, then urban land was dripped slowly into the market. This meant that councils had lots of control over the release of urban land.  

    But these constraints also created a scorching hot land and housing market driven by artificial scarcity.  

    Pillar 1 is about upending the system by live zoning 30 years’ worth of housing demand at any one-time for Tier 1 and 2 councils, flooding the market with development opportunities and fundamentally making housing more affordable. 

    We are deliberately upending the artificial planning and zoning constraints that have made it difficult to use land for housing.

    Once Pillar 1 goes live and there is an abundance of urban land, councils won’t be able to plan or cost growth in detail anywhere, everywhere, all at once – it’s simply not feasible. 

    So, we need a flexible funding and financing system to match the flexible planning system. 

    That’s Development Levies.  

    Under this new system, councils and other infrastructure providers will be able to charge developers for their share of aggregate infrastructure growth costs across an urban area over the long-term.

    Development Levies will provide far more flexibility for councils and other infrastructure providers to recover costs for any in-sequence development – whether it planned and costed, or not. 

    Quite simply, this tool will respond to growth and recover costs, no matter where the growth occurs within land zoned for housing.

    For areas that are zoned for housing – remembering there will be a lot more of it under our new system – Development Levies will look like:

    • Separate levies that are ring-fenced for each specific infrastructure service such as drinking water, wastewater, and transport; 
    • Specific “levy zones”, which are expected to cover pre-defined urban areas that are larger than most current DC catchments; 
    • Discretion for councils to impose additional charges on top of the base levy in specific locations that require a particularly high-cost service;
    • A prescribed methodology that councils and infrastructure providers must follow to determine aggregate growth costs and standardised growth units; and 
    • Consideration of different models of infrastructure delivery including support for first-mover developers and recovering council costs for infrastructure owned by another entity.

    For out-of-sequence development, there will be a process councils or water service providers must follow to determine an appropriate levy – or Infrastructure Funding and Financing Act levies could be used. As I say, this is a toolkit of approaches to ensure infrastructure is funded and built.

    The new Development Levy system has many benefits.

    It will reduce financial risks for councils and could moderate rate increases, better incentivising communities to support growth.

    It will improve the predictability of infrastructure charges. Where these charges are credibly signalled in advance, we expect developers will account for added costs in shopping for developable land, lowering the amount they are willing to pay.

    It will increase transparency and reduce administrative complexity for councils.

    Regulatory oversight 

    The second change is to create regulatory oversight of the development levy regime.

    Councils can have monopolistic pricing power as the sole provider of certain infrastructure. 

    The new levy system will restrict local authority discretion about various matters, such as setting the methodology used to allocate project costs.

    But it is important that prices are fair and appropriate, so we will also establish regulatory oversight of Development Levies, which will be integrated with the regulatory oversight of water services and rates. 

    While the wider system is being designed, we will put in interim oversight arrangements, which may include requirements around transparency and information disclosure, and having an independent assessment of proposed levies. 

    Work is underway on this area right now and the government will be engaging with councils and developers in the coming months to get the details right.

    Increasing the flexibility of targeted rates

    Now moving onto targeted rates. 

    I understand that not everyone, particularly small councils, will be up for using the Development Levy system. So, we are also making changes to targeted rates to support urban growth. 

    We will allow councils to set targeted rates that apply when a rating unit is created at the subdivision stage. This will enable councils to set targeted rates that only apply to new developments. And, for small councils, this could be used as a good alternative to Development Levies.

    Additionally, this change will enable targeted rates and Development Levies to be used together where projects benefit existing residents and provide for growth.

    Infrastructure Funding and Financing Act changes

    Fourth, we will be making changes to the IFF Act.

    The IFF Act was passed in 2020 so that developers could freely arrange private funding and financing solutions for enabling infrastructure. It was supposed to allow developers to bypass the issue of relying on councils for the timely provision of infrastructure. 

    However, in the five years since it was passed, no levy proposals have been received for new residential developments, likely due to its complexity and administrative burden.

    My Undersecretary Simon Court has been leading the work here and he will speak to the full suite of changes we are making shortly. 

    But at a high-level, the Government has agreed to make several remedial amendments to improve the effectiveness of the Act, particularly for developer-led projects. These changes will remove unnecessary barriers and make the overall process simpler. 

    Broadening existing tools to support cost recovery and value capture

    But what I am really excited about is broadening existing tools like the IFF Act to support value capture and cost recovery.

    As a general principle, those who benefit from publicly funded infrastructure should help contribute to the cost of it. New state highways, for example, create benefits for private landowners by unlocking capacity for new development or improving journeys for existing households.

    New busways or rail lines clearly create benefits for those located near the stations.

    So, we will enable IFF Act levies to be charged for major transport projects, e.g., projects delivered by NZTA.

    This change has the potential to kickstart our embrace of Transit Oriented Development or TOD.

    TOD promotes compact, mixed-use, pedestrian friendly cities, with development clustered around, and integrated with, mass transit. The idea is to have as many jobs, houses, services and amenities as possible around public transport stations.

    This is not an untested theory: transit-oriented development has been adopted across world-class in cities like Stockholm, Copenhagen, Tokyo, and Singapore – all of which use some form of value capture.

    We looked at establishing a complicated new tool that tries to calculate land value uplift to essentially tax windfall gains, but we have concluded that it is fine in theory but much harder in reality. 

    Our preference is for a much simpler solution that builds on existing legislation – getting beneficiaries to pay for some proportion of the cost of the investment through infrastructure levies.

    Henry George would certainly approve.

    Conclusion

    Today’s announcement outlines our plans to establish a flexible funding and financing system – Pillar 2 – to complement our new flexible planning system – Pillar 1.

    These are some big changes, and it will take some time to get them right. Our aim is to have legislation in the House by September this year, to come into effect next year.

    What I can promise is that my officials will engage with councils and developers to ensure we create a future state that works:

    Where urban land is abundant, the supply of infrastructure is responsive, and where there are loads of development opportunities and housing choice for New Zealanders. 

    Today’s changes to funding and financing tools, together with freeing up urban land both inside and at the edge of our cities is a massive feat for: 

    • urban nerds,  
    • proponents of economic growth, 
    • champions of housing affordability, and 
    • all New Zealanders really. 

    Solving our housing crisis is my top priority. It will mean a more productive, wealthier, and more prosperous New Zealand and I won’t rest until that’s done. 

    Thank you.

    MIL OSI New Zealand News –

    February 28, 2025
  • MIL-OSI New Zealand: Tech – Samsung Launches A New Premium Care Service Offering for Laundry and Fridge Products

    Source: Samsung

    A 0% interest-free payment plan, for up-to five years, including continuous product efficiency and cleanliness routine

    AUCKLAND, NZ – February 28, 2025 – Samsung is excited to announce the launch of Premium Care Service, a new offering available when you purchase any one of 10 Samsung laundry and fridge products. Financing for this offer is available to customers at the convenience of a 0% interest free payment plan for up to 60-months[1], powered by Finance Now.

    Premium Care Service offers customers an annual in-depth cleaning service from a Samsung–certified technician, to keep their appliance running hygienically. Kiwi’s will also get personalised AI setup tips to maximise the use of their new Samsung appliance and its AI features, as well as assistance in setting up the Samsung SmartThings App to enhance their home experience.[2] These benefits are in addition to a flexible up-to five-year payment plan through Finance Now, meaning customers can enjoy Premium Care Service on their Samsung laundry and fridge product(s),[3] while managing their budget effectively.

    “Our mission is to make a high-quality in-depth appliance cleaning service accessible to kiwi households, and Premium Care Service does exactly that,” said Jens Anders, Vice President of Samsung New Zealand. “With a new maximum five year payment plan, we are ensuring that Kiwis can enjoy Samsung’s latest AI home appliance innovation with complete peace of mind.”[4]

    The Premium Care Service is now available for eligible Samsung laundry and fridge products in the Auckland region. This service offers a convenient, annual in-depth cleaning service to allow your appliances to continue to perform at their best.

    To celebrate the launch, customers can enjoy a special 50% discount on the Premium Care Service throughout the month of March[5].

    Looking ahead, Samsung is exploring the expansion of its Premium Care Service to offer additional benefits for Kiwi customers. The Samsung online store is currently assessing plans to introduce a Premium Care Service offering for TV and A Series tablets, with the aim of extending these services nationwide in the future.

    For more information visit: https://www.samsung.com/nz/offer/care-service/

    [1] 0% interest from 12/24/36/48/60 Months with equal monthly repayments. Minimum purchase $200. Late payment fees may apply. No Establishment or Monthly Service fees. Customers must apply and, be approved for a loan subject to Finance Now Limited’s terms and conditions, fees and normal lending criteria apply. Full Disclosure of all of the terms of your loan (including the total amount payable over the term of the loan) will be provided to you prior to finalising the loan. Finance Now Limited reserves the right to amend, suspend, or withdraw the offer and these T&Cs at any time without prior notice. Trade In is not available with Finance Now. Samsung NZ reserves the right to amend, suspend, or withdraw the offer and these T&Cs at any time without prior notice

    [1] Subject to compatible devices. The cleaning service, AI setup tips and SmartThings assistance will be completed on the first scheduled visit

    [1] Premium Care Service is only available for Eligible Samsung Products. See Terms and Conditions for Premium Care Service for more information.

    [1] Subject to responsible lending inquiries and affordability criteria.

    [1] Premium Care Service has an original RRP of $1299.89. With the 50% promotional discount, the price is now $649.99. This promotion is available from 27 February 2025, 5pm to 31 March 2025, 5pm. Prices displayed for Premium Care Service does not include price of the Eligible Product. Premium Care Service is only available if purchased together with an Eligible Product. For a list of Eligible Products and further terms, please visit www.samsung.com/nz/offer/care-service/

    About Samsung Electronics Co., Ltd.

    Samsung inspires the world and shapes the future with transformative ideas and technologies. The company is redefining the worlds of TVs, smartphones, wearable devices, tablets, home appliances, network systems, and memory, system LSI, foundry and LED solutions, and delivering a seamless connected experience through its SmartThings ecosystem and open collaboration with partners.

    [1] 0% interest from 12/24/36/48/60 Months with equal monthly repayments. Minimum purchase $200. Late payment fees may apply. No Establishment or Monthly Service fees. Customers must apply and, be approved for a loan subject to Finance Now Limited’s terms and conditions, fees and normal lending criteria apply. Full Disclosure of all of the terms of your loan (including the total amount payable over the term of the loan) will be provided to you prior to finalising the loan. Finance Now Limited reserves the right to amend, suspend, or withdraw the offer and these T&Cs at any time without prior notice. Trade In is not available with Finance Now. Samsung NZ reserves the right to amend, suspend, or withdraw the offer and these T&Cs at any time without prior notice

    [2] Subject to compatible devices. The cleaning service, AI setup tips and SmartThings assistance will be completed on the first scheduled visit

    [3] Premium Care Service is only available for Eligible Samsung Products. See Terms and Conditions for Premium Care Service for more information.

    [4] Subject to responsible lending inquiries and affordability criteria.

    [5] Premium Care Service has an original RRP of $1299.89. With the 50% promotional discount, the price is now $649.99. This promotion is available from 27 February 2025, 5pm to 31 March 2025, 5pm. Prices displayed for Premium Care Service does not include price of the Eligible Product. Premium Care Service is only available if purchased together with an Eligible Product. For a list of Eligible Products and further terms, please visit www.samsung.com/nz/offer/care-service/

    MIL OSI New Zealand News –

    February 28, 2025
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