NewzIntel.com

Category: Finance

  • MIL-OSI Security: Repeat Child Sex Offender Sentenced to More Than 22 Years in Federal Prison

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

    Orlando, Florida – U.S. District Judge Carlos E. Mendoza has sentenced Chad Allen Pease (49, Fort Pierce) to 22 years and 7 months in federal prison for attempting to entice or induce a minor to engage in sexual activity and committing a felony offense involving a minor when required to register as a sex offender. A federal jury found Pease guilty on November 20, 2024.

    According to testimony and evidence presented at trial, on February 3, 2024, Pease began communicating with an undercover law enforcement officer (UC) whom Pease believed to be the father of a 13-year-old girl. Over the course of the conversation, Pease made plans to meet up with the UC and his “daughter” so that Pease could have sex with the child. Pease drove 18 miles to the meeting location and conducted counter-surveillance before fleeing the scene. Law enforcement identified Pease, reconstructed his activities that evening, and later arrested him at his residence.

    Pease was previously convicted of a sex offense in 2008, after sending explicit photographs and traveling to have sex with someone he believed to be a 13-year-old girl. He has been required to register as a sex offender ever since. 

    “This predator intentionally singled out a child, devised a plan, and executed it with the sole purpose of harming the most vulnerable in our community” said ICE Homeland Security Investigations Orlando Assistant Special Agent in Charge David Pezzutti. “HSI investigators, alongside our partners, the Osceola County Sheriff’s Office, with assistance from the Federal Bureau of Investigation’s Cellular Analysis Survey Team and the Polk County Sheriff’s Office, have successfully removed another predator from the streets.”

    This case was investigated by Homeland Security Investigations (HSI) and the Osceola County Sheriff’s Office, with assistance from the Federal Bureau of Investigation’s Cellular Analysis Survey Team and the Polk County Sheriff’s Office. It was prosecuted by Assistant United States Attorney Richard Varadan and Special Assistant United States Attorney Matthew Del Mastro.

    MIL Security OSI –

  • MIL-OSI: Old National Bancorp to Present at the Raymond James & Associates and RBC Capital Markets Conferences

    Source: GlobeNewswire (MIL-OSI)

    EVANSVILLE, Ind., Feb. 27, 2025 (GLOBE NEWSWIRE) — Old National Bancorp (NASDAQ: ONB) Chairman and Chief Executive Officer Jim Ryan is scheduled to present at the Raymond James & Associates 46th Annual Institutional Investors Conference on Monday, March 3, 2025, at 1:40 p.m. Eastern Time. Mr. Ryan is also scheduled to present at the 2025 RBC Capital Markets Global Financial Institutions Conference on Tuesday, March 4, 2025, at 10:40 a.m. Eastern Time.

    Interested investors may access the links for the live audio webcast of each event in the Investor Relations section at oldnational.com. A replay of each webcast will be made available on the same site.

    ABOUT OLD NATIONAL
    Old National Bancorp is the holding company of Old National Bank. As the sixth largest commercial bank headquartered in the Midwest, Old National proudly serves clients primarily in the Midwest and Southeast. With approximately $54 billion of assets and $30 billion of assets under management, Old National ranks among the top 30 banking companies headquartered in the United States. Tracing our roots to 1834, Old National focuses on building long-term, highly valued partnerships with clients while also strengthening and supporting the communities we serve. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services. For more information and financial data, please visit Investor Relations at oldnational.com. In 2024, Points of Light named Old National one of “The Civic 50” – an honor reserved for the 50 most community-minded companies in the United States.

    Investor Relations:
    Lynell Durchholz
    (812) 464-1366
    lynell.durchholz@oldnational.com

    Media Relations:
    Rick Vach
    (904) 535-9489
    rick.vach@oldnational.com

    The MIL Network –

  • MIL-OSI: Intermap Announces Date for 2024 Financial Results and Conference Call

    Source: GlobeNewswire (MIL-OSI)

    DENVER, Feb. 27, 2025 (GLOBE NEWSWIRE) — Intermap Technologies (TSX: IMP; OTCQB: ITMSF) (“Intermap” or the “Company”), a global leader in 3D geospatial products and intelligence solutions, today announced that it plans to release fourth quarter and full year 2024 financial results after market close on Thursday, March 27, 2025.

    Intermap’s CEO Patrick A. Blott, CFO Jennifer Bakken and COO Jack Schneider will host a live webinar on Thursday, March 27, 2025, at 5:00 pm ET to review the results, provide Company updates and answer investor questions following the presentation.

    Intermap invites shareholders, analysts, investors, media representatives and other stakeholders to attend the earnings webinar to discuss fourth quarter 2024 results.

    CONFERENCE CALL DETAILS
    DATE:     Thursday, March 27, 2025
    TIME:     5:00 pm ET
    WEBCAST:     Register

    A recording of the webinar and supporting materials will be made available in the investor’s section of the Company’s website at https://www.intermap.com/investors.

    Intermap Reader Advisory 
    Certain information provided in this news release, including reference to revenue growth, constitutes forward-looking statements. The words “anticipate”, “expect”, “project”, “estimate”, “forecast”, “will be”, “will consider”, “intends” and similar expressions are intended to identify such forward-looking statements. Although Intermap believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. Intermap’s forward-looking statements are subject to risks and uncertainties pertaining to, among other things, cash available to fund operations, availability of capital, revenue fluctuations, nature of government contracts, economic conditions, loss of key customers, retention and availability of executive talent, competing technologies, common share price volatility, loss of proprietary information, software functionality, internet and system infrastructure functionality, information technology security, breakdown of strategic alliances, and international and political considerations, as well as those risks and uncertainties discussed Intermap’s Annual Information Form and other securities filings. While the Company makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Intermap or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

    About Intermap Technologies 

    Founded in 1997 and headquartered in Denver, Colorado, Intermap (TSX: IMP; OTCQB: ITMSF) is a global leader in geospatial intelligence solutions, focusing on the creation and analysis of 3D terrain data to produce high-resolution thematic models. Through scientific analysis of geospatial information and patented sensors and processing technology, the Company provisions diverse, complementary, multi-source datasets to enable customers to seamlessly integrate geospatial intelligence into their workflows. Intermap’s 3D elevation data and software analytic capabilities enable global geospatial analysis through artificial intelligence and machine learning, providing customers with critical information to understand their terrain environment. By leveraging its proprietary archive of the world’s largest collection of multi-sensor global elevation data, the Company’s collection and processing capabilities provide multi-source 3D datasets and analytics at mission speed, enabling governments and companies to build and integrate geospatial foundation data with actionable insights. Applications for Intermap’s products and solutions include defense, aviation and UAV flight planning, flood and wildfire insurance, disaster mitigation, base mapping, environmental and renewable energy planning, telecommunications, engineering, critical infrastructure monitoring, hydrology, land management, oil and gas and transportation. 

    For more information, please visit www.intermap.com or contact:
    Jennifer Bakken
    Executive Vice President and CFO
    CFO@intermap.com
    +1 (303) 708-0955

    Sean Peasgood
    Investor Relations
    Sean@SophicCapital.com
    +1 (647) 7260-9266

    The MIL Network –

  • MIL-OSI: Guardian Capital Group Limited (TSX: GCG; GCG.A) Announces 2024 Annual Operating Results

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Feb. 27, 2025 (GLOBE NEWSWIRE) —

    All per share figures disclosed below are stated on a diluted basis.

    For the years ended December 31,       2024     2023  
    ($ in thousands, except per share amounts)        
             
    Net revenue     $ 323,403   $ 241,182  
    Operating earnings       38,824     59,849  
    Net gains       77,444     57,787  
    Net earnings from continuing operations       101,598     102,162  
    Net earnings from discontinued operations       —     554,933  
    Net earnings       101,598     657,095  
             
             
    EBITDA(1)     $ 70,874   $ 85,424  
    Adjusted cash flow from operations(1)       57,536     72,763  
             
             
    Attributable to shareholders:        
    Net earnings from continuing operations     $ 100,099   $ 100,250  
    Net earnings       100,099     562,929  
    EBITDA(1)       68,248     82,247  
    Adjusted cash flow from operations (1)       54,884     69,581  
    Per share, diluted:        
    Net earnings from continuing operations     $ 4.10   $ 3.99  
    Net earnings       4.10     22.12  
    EBITDA(1)       2.82     3.29  
    Adjusted cash flow from operations (1)       2.28     2.79  
             
    As at December 31, 2024       2024     2023  
    ($ in millions, except per share amounts)        
             
    Total client assets     $ 168,979   $ 58,774  
    Shareholders’ equity       1,318     1,241  
    Securities, net (1)       1,211     1,318  
    Per share, diluted:        
    Shareholders’ equity (1)     $ 53.76   $ 49.39  
    Securities, net (1)       49.38     52.44  
             
             

    The Company is reporting Total Client Assets (which includes assets under management and assets under advisement) of $169.0 billion as at December 31, 2024, an increase of $110.2 billion from $58.8 billion as at December 31, 2023. The current year’s Total Client Assets include $104.8 billion associated with Charlotte, North Carolina-based Sterling Capital Management LLC (“Sterling”) and Toronto, Canada-based Galibier Capital Management Ltd (“Galibier”), both of which were acquired during the current year.

    The Operating earnings were $38.8 million for the year ended December 31, 2024, compared to $59.8 million in the prior year. EBITDA(1) was $70.9 million in 2024, compared to $85.4 million in the prior year. Both of these measures were dampened by approximately $14.4 million in expenses related to the above mentioned acquisitions and the associated initial integration expenses (“Transitional expenses”).

    Net revenue for the year was $323.4 million, a 34% or $82.2 million increase from $241.2 million in the prior year. The inclusion of Sterling’s and Galibier’s Net revenue accounted for $75.4 million, or 31% of the increase. The remainder of the increase was driven by the growth in Total Client Assets from the prior year, partially offset by lower interest income earned in the current year. Operating expenses were 57% higher in the current year at $284.6 million, compared to $181.3 million in the prior year. The addition of operating expenses from Sterling and Galibier and the related Transitional expenses accounted for 46% of the increase.

    Net gains in 2024 were $77.4 million, compared to Net gains of $57.8 million in 2023, which largely reflect the changes in fair values of the Company’s Securities portfolio, and are consistent with performance of the global financial markets.

    Net earnings attributable to shareholders from continuing operations were $100.1 million in 2024, compared to $100.3 million in 2023.

    Adjusted cash flow from operations(1) in 2024 was $57.5 million, compared to $72.8 million in 2023.

    During 2024, the Company returned to shareholders $35.6 million in dividends and $24.9 million in share buybacks.

    The Company’s Shareholders’ equity as at December 31, 2024 was $1,318 million, or $53.76 per share(1), compared to $1,241 million, or $49.39 per share(1) as at December 31, 2023. The Company’s Securities, net(1) as at December 31, 2024 had a fair value of $1,211 million, or $49.38 per share(1), compared to $1,318 million, or $52.44 per share(1). The decline in the net holdings of Securities was due to the Company utilizing a portion of the portfolio to fund the acquisitions of Sterling and Galibier, share buybacks and tax liabilities arising from the sale of Worldsource businesses in the prior year, partially offset by market appreciation during the year.

    The Board of Directors is pleased to have declared a quarterly eligible dividend of $0.39 per share, an increase of 5%, payable on April 18, 2025, to shareholders of record on April 11, 2025.  

    The Company’s financial results for the past eight quarters are summarized in the following table.

      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023
                     
                     
    As at ($ in millions)                
    Total client assets $ 168,979   $ 165,061   $ 58,628   $ 61,316   $ 58,774   $ 56,215   $ 56,527   $ 56,326  
                     
    For the three months ended ($ in thousands)            
    Net revenue $ 98,614   $ 98,128   $ 64,164   $ 62,497   $ 62,245   $ 62,611   $ 61,833   $ 54,493  
    Operating earnings   7,385     4,790     14,333     12,318     13,097     18,474     17,038     11,240  
    Net gains (losses)   64,476     39,392     (39,161 )   12,737     60,747     (17,358 )   (3,736 )   18,134  
    Net earnings (losses) from continuing operations   63,231     39,658     (22,730 )   21,441     68,048     (2,270 )   11,532     24,852  
    Net earnings from discontinued operations   —     —     —     —     —     —     —     554,933  
    Net earnings (losses)   63,231     39,658     (22,730 )   21,441     68,048     (2,270 )   11,532     579,785  
    Net earnings (loss) from continuing operations attributable to shareholders   62,849     39,222     (23,137 )   21,167     67,087     (2,506 )   11,145     24,524  
    Net earnings (loss) attributable to shareholders   62,849     39,222     (23,137 )   21,167     67,087     (2,506 )   11,145     487,203  
                     
                     
    Per share amounts (in $)                
    Net earnings (loss) from continuing operations attributable to shareholders    
    Basic $ 2.72   $ 1.69   $ (0.99 ) $ 0.90   $ 2.85   $ (0.11 ) $ 0.47   $ 1.04  
    Diluted   2.58     1.60     (0.99 )   0.86     2.68     (0.11 )   0.45     1.00  
    Net earnings (loss) attributable to shareholders:            
    Basic $ 2.72   $ 1.69   $ (0.99 ) $ 0.90   $ 2.85   $ (0.11 ) $ 0.47   $ 20.27  
    Diluted   2.58     1.60     (0.99 )   0.86     2.68     (0.11 )   0.45     18.79  
                     
    Dividends paid $ 0.37   $ 0.37   $ 0.37   $ 0.34   $ 0.34   $ 0.34   $ 0.34   $ 0.24  
                     
                     
    As at                
    Shareholders’ equity ($ in millions) $ 1,318   $ 1,245   $ 1,223   $ 1,255   $ 1,241   $ 1,201   $ 1,213   $ 1,242  
    Per share amounts (in $)                
    Basic $ 56.54   $ 53.73   $ 52.59   $ 53.69   $ 52.87   $ 50.90   $ 51.11   $ 52.42  
    Diluted   53.76     50.38     49.34     50.30     49.39     47.54     47.63     48.73  
                     
    Total Class A and Common shares outstanding (shares in thousands)   24,647     24,867     24,959     25,136     25,230     25,408     25,609     26,113  
                     

    Guardian Capital Group Limited (Guardian) is a global investment management company servicing institutional, retail and private clients through its subsidiaries. It also manages a proprietary portfolio of securities. Founded in 1962, Guardian’s reputation for steady growth, long-term relationships and its core values of trustworthiness, integrity and stability have been key to its success over six decades. Its Common and Class A shares are listed on the Toronto Stock Exchange as GCG and GCG.A, respectively. To learn more about Guardian, visit www.guardiancapital.com.

    For further information, contact:
       
    Donald Yi
    Chief Financial Officer
    (416) 350-3136    		 George Mavroudis
    President and Chief Executive Officer
    (416) 364-8341
       
    Investor Relations: investorrelations@guardiancapital.com.
       

    Caution Concerning Forward-Looking Information

    Certain information included in this press release constitutes forward-looking information within the meaning of applicable Canadian securities laws. All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plan”, “continue”, or similar expressions suggesting future outcomes or events or the negative thereof. Forward-looking information in this press release includes, but is not limited to, statements with respect to management’s beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations. Such forward-looking information reflects management’s beliefs and is based on information currently available. All forward-looking information in this press release is qualified by the following cautionary statements.

    Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves known and unknown risks and uncertainties which may cause Guardian’s actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially include but are not limited to: general economic and market conditions, including interest rates, business competition, changes in government regulations, tax laws or tariffs, the duration and severity of pandemics, natural disasters, military conflicts in various parts of the world, as well as those risk factors discussed or referred to in the risk factors section and the other disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca. The reader is cautioned to consider these factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forward-looking information.

    The forward-looking information included in this press release is made as of the date of this press release and should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release.

    (1) Non IFRS Measures
    The Company’s management uses EBITDA, EBITDA attributable to shareholders, including the per share amount, Adjusted cash flows from operations, Adjusted cash flow from operations attributable to shareholders, including the per share amount, Shareholders’ equity per share and Securities per share to evaluate and assess the performance of its business. These measures do not have standardized measures under International Financial Reporting Standards (“IFRS”), and are therefore unlikely to be comparable to similar measures presented by other companies. However, management believes that most shareholders, creditors, other stakeholders and investment analysts prefer to include the use of these measures in analyzing the Company’s results. The Company defines EBITDA as net earnings before interest, income taxes, amortization, and stock-based compensation expenses, net gains or losses and net earnings from discontinued operations. EBITDA attributable shareholders as EBITDA less the amounts attributable to non-controlling interests. The Company defines Adjusted cash flow from operations as net cash from operating activities, net of changes in non-cash working capital items and cash flow from discontinued operations. Adjusted cash flow from operations attributable to shareholders as Adjusted cash flow from operations less the amounts attributable to non-controlling interests. A reconciliation between these measures and the most comparable IFRS measures are as follows:

           
    For the years ended December 31, ($ in thousands)     2024     2023  
           
    Net earnings   $ 101,598   $ 657,095  
    Add (deduct):      
    Net earnings from discontinued operations     —     (554,933 )
    Income tax expense     14,670     15,474  
    Net gains     (77,444 )   (57,787 )
    Stock-based compensation     4,058     3,587  
    Interest expense     10,362     8,296  
    Amortization     17,630     13,692  
    EBITDA     70,874     85,424  
    Less attributable to non-controlling interests in continuing operations     (2,626 )   (3,177 )
    EBITDA attributable to shareholders   $ 68,248   $ 82,247  
           
           
    For the years ended December 31, ($ in thousands)     2024     2023  
           
    Net cash from operating activities   $ 93,261   $ 81,419  
    Add (deduct):      
    Net cash from operating activities, discontinued operations     —     (10,087 )
    Net change in non-cash working capital items     (35,725 )   (8,282 )
    Net change in non-cash working capital items, discontinued operations     —     9,713  
    Adjusted cash flow from operations     57,536     72,763  
    Less attributable to non-controlling interests, continuing operations     (2,652 )   (3,182 )
    Adjusted cash flow from operations attributable to shareholders   $ 54,884   $ 69,581  
           

    The per share amounts for EBITDA attributable to shareholders, Adjusted cash flow from operations attributable to shareholders and Shareholders’ equity are calculated by dividing the amounts by diluted shares, which is calculated in a manner similar to net earnings attributable to shareholders per share.

    Securities, net and Securities, net per share
    Securities, net and Securities, net per share are used by management to indicate the value available to shareholders created by Guardian’s investment in securities, without the netting of debt or deferred income taxes associated with the unrealized gains. The most comparable IFRS measures are “Securities” & “Securities sold short”, which are disclosed in Guardian’s Consolidated Balance Sheet. Securities, net defined as the net sum of Securities and Securities sold short. The per share amount is calculated by dividing the amounts by diluted shares, which is calculated in a manner similar to net earnings attributable to shareholders per share..

    More detailed descriptions of these non-IFRS measures are provided in the Company’s Management’s Discussion and Analysis.

    The MIL Network –

  • MIL-OSI: ECN Capital Reports US$0.02 in Adjusted Net Income per Common Share in Q4-2024

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Feb. 27, 2025 (GLOBE NEWSWIRE) — ECN Capital Corp. (TSX: ECN) (“ECN Capital” or the “Company”) today reported financial results for the fourth quarter and the year ended December 31, 2024.

    For the three-month period ended December 31, 2024, ECN Capital reported Adjusted net income (loss) applicable to common shareholders of $4.4 million or $0.02 per share (basic) versus $13.1 million or $0.05 per share (basic) for the previous three-month period and ($13.5) million or ($.05) per share (basic) for the prior year comparable period.

    “Our Q4 results, while impacted by severe weather disruptions, further underline that 2024 marked the completion of our turnaround and we are well positioned and confident in our businesses going ahead,” said Steven Hudson, CEO of ECN Capital Corp. “Adjusted net income per share to common shareholders of $0.02 in the quarter was vastly improved from prior year period loss of ($0.05). Our management teams have led this significant pivot by enhancing operations, profitability and performance. We believe that Manufactured Housing remains a primary solution to the affordable housing crisis, while our RV and Marine businesses continue to effectively capture market share.”

    Originations for the three-month period ended December 31, 2024 were $547.6 million, versus $625.7 million in the previous three-month period and $503.1 million for the prior year comparable period. Originations for the three-month period ended December 31, 2024 include $348.5 million of originations from our Manufactured Housing Finance segment and $199.1 million of originations from our Recreational Vehicle and Marine Finance segment.

    Managed Assets as at December 31, 2024 were $6.9 billion versus $6.7 billion as at September 30, 2024 and $4.9 billion as at December 31, 2023.

    Adjusted EBITDA for the three-month period ended December 31, 2024 was $24.1 million versus $36.1 million for the previous three-month period and $5.5 million for the prior year comparable period.

    Operating Expenses for the three-month period ended December 31, 2024 were $31.1 million versus $30.3 million for the previous three-month period and $34.7 million for the prior year comparable period.

    Net (Loss) Income attributable to common shareholders for the three-month period ended December 31, 2024 was ($3.9) million versus $6.8 million for the previous three-month period and ($56.0) million for the prior year comparable period.

    Dividends Declared

    The Company’s Board of Directors has authorized and declared a quarterly dividend of C$0.01 per outstanding common share to be paid on March 31, 2025 to shareholders of record at the close of business on March 20, 2025. These dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada).

    The Company’s Board of Directors has authorized and declared a quarterly dividend of C$0.4960625 per outstanding Cumulative 5-Year Rate Reset Preferred Share, Series C (TSX: ECN.PR.C) to be paid on March 31, 2025 to shareholders of record on the close of business on March 20, 2025. These dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada).

    Webcast

    The Company will host an analyst briefing to discuss these results commencing at 5:30 PM (ET) on Thursday, February 27, 2025. The call can be accessed as follows:

    A telephone replay of the conference call may also be accessed until March 27, 2025, by dialing 1-800-645-7964 and entering the passcode 5036#.

    Non-IFRS Measures

    The Company’s annual audited consolidated financial statements as at and for the year ended December 31, 2024, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and the accounting policies we adopted in accordance with IFRS.

    The Company believes that certain Non-IFRS Measures can be useful to investors because they provide a means by which investors can evaluate the Company’s underlying key drivers and operating performance of the business, exclusive of certain adjustments and activities that investors may consider to be unrelated to the underlying economic performance of the business of a given period. Throughout this news release, management uses a number of terms and ratios which do not have a standardized meaning under IFRS and are unlikely to be comparable to similar measures presented by other organizations, including adjusted EBITDA, adjusted net income, adjusted net income per common share and managed assets. A full description of these measures, along with a reconciliation to the most directly comparable IFRS measure, where applicable, can be found in the Management Discussion & Analysis (“MD&A”) that accompanies ECN Capital’s annual audited consolidated financial statements for the year ended December 31, 2024.

    ECN Capital’s MD&A for the year ended December 31, 2024 has been filed on SEDAR+ (www.sedarplus.com) and is available under the investor section of the Company’s website (www.ecncapitalcorp.com).

    About ECN Capital Corp.

    With managed assets of US$6.9 billion, ECN Capital Corp. (TSX: ECN) is a leading provider of business services to North American-based banks, institutional investors, insurance company, pension plan, bank and credit union partners (collectively, its “Partners”). ECN Capital originates, manages and advises on credit assets on behalf of its Partners, specifically consumer (manufactured housing and recreational vehicle and marine) loans and commercial (floorplan and rental) loans. Its Partners are seeking high-quality assets to match with their deposits, term insurance or other liabilities. These services are offered through two operating segments: (i) Manufactured Housing Finance, and (ii) Recreational Vehicle and Marine Finance.

    Contact

    Katherine Moradiellos
    561-631-8739
    kmoradiellos@ecncapitalcorp.com

    Forward-looking Statements

    This news release includes forward-looking statements regarding ECN Capital and its business. Such statements are based on the current expectations and views of future events of ECN Capital’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Forward-looking statements in this news release include those relating to the future financial and operating performance of ECN Capital, the strategic advantages, business plans and future opportunities of ECN Capital and the ability of ECN Capital to access adequate funding sources, identify and execute on acquisition opportunities and transition to an asset management business. The forward-looking events and circumstances discussed in this news release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting ECN Capital, including risks regarding the finance industry, economic factors, and many other factors beyond the control of ECN Capital. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. A discussion of the material risks and assumptions associated with this outlook can be found in ECN Capital’s MD&A for the year ended December 31, 2024 and ECN Capital’s 2024 Annual Information Form dated February 27, 2025 for the year ended December 31, 2024 which have been filed on SEDAR+ and can be accessed at www.sedarplus.com. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and ECN Capital does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

    The MIL Network –

  • MIL-OSI USA: Cantwell, Democrats Vote NO on Advancing Deputy DOT Nominee Bradbury: “It Simply Does Not Matter If You’re Saving Dollars, If You’re Not Saving Lives”

    US Senate News:

    Source: United States Senator for Washington Maria Cantwell

    02.27.25

    Cantwell, Democrats Vote NO on Advancing Deputy DOT Nominee Bradbury: “It Simply Does Not Matter If You’re Saving Dollars, If You’re Not Saving Lives”

    As DOT General Counsel from 2017-2021, Bradbury helped sideline a crucial safety regulation for plane manufacturers in immediate aftermath of fatal crashes

    WASHINGTON, D.C. – Today, 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, led committee Democrats in voting against advancing Steven Bradbury – President Donald Trump’s pick to serve as Deputy Secretary of the U.S. Department of Transportation – to the full Senate for a confirmation vote.

    From 2017 to 2021, Bradbury served as the General Counsel of DOT. Under his leadership, Sen. Cantwell said, the DOT rolled back multiple “common sense requirements.”

    “It simply does not matter if you’re saving dollars, if you’re not saving lives. The last thing we need is someone who won’t stand up to the industry or [for] aviation safety needs,” Sen. Cantwell said. “Fatigue prevention requirements for truck drivers were loosened. A record number of rail safety requirements were waived. And most troubling, a proposed rule on Safety Management System for aviation manufacturers such as Boeing was sidelined.”

    The Committee on Commerce, Science, and Transportation ultimately voted 15-13 to advance Bradbury’s nomination to the full Senate. In spite of Bradbury’s record of rolling back and blocking safety regulations during the first Trump administration, all Republicans voted to advance his nomination.

    Last week, during a committee hearing, Sen. Cantwell pressed Bradbury on his decision to sideline a proposed requirement that plane manufacturers must adopt a mandatory Safety Management System (SMS), which an expert panel determined would decrease the likelihood of another fatal accident. His decision came just nine days after the fatal Lion Air flight 610 crash in 2018 on a Boeing 737 MAX, which killed 189 people, and halted the introduction of a critical aviation safety rule advocated for by crash victim family members.

    Sen. Cantwell asked him at the hearing: “We know that the rule was halted nine days after the MAX crash. Why did you stop the rulemaking from happening?”

    Bradbury: “Well, I don’t know that I stopped it.”

    Sen. Cantwell: “That’s what’s reported in the paper, and I mentioned the FAA person, who was in charge of the process, who said the industry and everybody wanted to move forward, and it was submitted, and then next thing you know, it’s pulled, so…”

    Bradbury: “Well, certainly we go through a review of every regulation, and as I recall, in that regulation, there were questions on the merits about which entities it should apply to and how it might apply to small businesses or small entities. Those are the kinds of questions that need to be addressed whenever you’re –“

    Sen. Cantwell: “So you’re saying you might have killed the SMS rule because you didn’t want it to apply to all manufacturers.”

    Bradbury: “I wouldn’t say I killed the SMS rule. And let me say –”

    Sen Cantwell: “We still don’t have one. Our committee has worked hard to get one, and now it’s going to be in law. But I have more questions about this. But yes, you did stop it from happening. There was a recommendation to move forward on it, and your office stopped it.”

    Earlier this month, Sen. Cantwell also sent a letter to Secretary of Transportation Sean Duffy calling on him to ensure that Elon Musk stays out of the Federal Aviation Administration (FAA), citing Musk’s clear conflicts of interest.

    In August, Sen. Cantwell introduced the FAA SMS Compliance Review Act. The bill directs the Federal Aviation Administration (FAA) to:

    • Convene an independent review panel that will make recommendations to help the FAA implement a robust, comprehensive Safety Management System across all lines of business at the agency, which includes Aviation Safety, Air Traffic Organization, Airports, Security & Hazardous Materials Safety, and the Office of Commercial Space Transportation.
    • Develop and implement effective processes for performing root cause analyses to identify opportunities for improvement in the FAA’s execution of its regulatory oversight responsibilities.
    • Revise its procedures to shorten the time that manufacturers have to prepare for audits from 50 days to one week. 

    Following the Alaska Airlines flight 1282 incident in January 2024, Sen. Cantwell has held a series of aviation safety hearings, along with leading legislation and letters calling for stronger safety oversight at the FAA.

    In January 2023 and January 2024, Sen. Cantwell requested that FAA perform a special technical audit of Boeing’s production line. The FAA later said the audit found multiple instances where Boeing and Spirit AeroSystems failed to comply with manufacturing quality control requirements.

    Sen. Cantwell held an April hearing to review the independent Organization Designation Authorization (ODA) Expert Review Panel’s final report, a March 2024 hearing with National Transportation Safety Board (NTSB) Chair Jennifer Homendy on its investigation of the January incident and a June hearing with FAA Administrator Michael Whitaker on the agency’s oversight.

    In May, Sen. Cantwell and Sen. Duckworth led the passage of the FAA Reauthorization Act of 2024, which includes new measures to improve aviation safety, such as putting more safety inspectors on factory floors, addressing the nation’s shortage of air traffic controllers, deploying new runway technology to prevent close calls, mandating new 25-hour cockpit recording systems to assist in investigations, and enhancing aircraft certification reforms.

    The FAA Reauthorization Act builds upon the Aircraft Certification, Safety and Accountability Act of 2020, spearheaded by Sen. Cantwell in the aftermath of the Boeing 737 Max crashes in 2018 and 2019.

    Video of Sen. Cantwell’s remarks today is HERE; a transcript is HERE.

    MIL OSI USA News –

  • MIL-OSI USA: Boozman, Kennedy Champion Legislation to Protect Investor Privacy

    US Senate News:

    Source: United States Senator for Arkansas – John Boozman

    WASHINGTON––U.S. Senator John Boozman (R-AR) joined Senator John Kennedy (R-LA) to introduce the Protecting Investors’ Personally Identifiable Information Act which would prohibit the Securities and Exchange Commission (SEC) from requiring brokers to submit investors’ personally identifiable information to its data tracking system, the Consolidated Audit Trail (CAT), in the wake of recent cyber-attacks and ongoing vulnerabilities. 

    “Investors rely on the SEC to safeguard sensitive financial information. Requiring brokers to submit investors’ private, identifiable information, including social security numbers, into a central database will invite even more attempts to compromise Americans’ data privacy. I am pleased to join my colleagues to reject this ill-advised scheme and protect personal information,” said Boozman. 

    “Americans assume their private information is secure when they invest money in the U.S. stock market. However, the SEC’s unlawful Consolidated Audit Trail could put their data in jeopardy. My bill would protect American investors from foreign enemies and bad actors by preventing the SEC from collecting personal information it doesn’t need and storing it on a dangerous database,” said Kennedy.

    The Protecting Investors’ Personally Identifiable Information Act would:

    • Prohibit the SEC from requiring brokers to submit investors’ personally identifiable information to the CAT, with the exception that the SEC can obtain personally identifiable information related to investors only by requesting it on a case-by-case; and
    • Require the SEC to delete personally identifiable information once the agency resolves any investigation or issue that required that information.

    The legislation is also cosponsored by Senators Katie Britt (R-AL), Tom Cotton (R-AR), Steve Daines (R-MT), Jerry Moran (R-KS), Pete Ricketts (R-NE), Mike Lee (R-UT), Rick Scott (R-FL), Bill Hagerty (R-TN), Tommy Tuberville (R-AL) and Mike Rounds (R-SD).

    Companion legislation was introduced in the U.S. House of Representatives by Congressman Barry Loudermilk (R-GA-11).

    The Protecting Investors’ Personally Identifiable Information Act is supported by the American Securities Association.

    “The SEC can conduct responsible oversight of our equity markets without collecting the most sensitive personal information of working families, retirees, and savers,” said American Securities Association CEO Chris Iacovella.

    Click here for full text of the legislation.

    MIL OSI USA News –

  • MIL-OSI: STMicroelectronics Publishes its 2024 Annual Report Form 20-F

    Source: GlobeNewswire (MIL-OSI)

    STMicroelectronics Publishes its 2024 Annual Report Form 20-F

    Geneva, February 27, 2025 – STMicroelectronics (NYSE: STM), a global semiconductor leader serving customers across the spectrum of electronics applications, published its Annual Report on Form 20-F for the year ended December 31, 2024 and filed it with the United States Securities and Exchange Commission (SEC). The Company’s Form 20-F based on U.S. GAAP and complete audited financial statements is available at www.st.com and will be available at www.sec.gov.

    A hard copy version of the report is available free of charge from ST’s Investor Relations Department: +41 22 929 5920 or investors.st.com.  

    About STMicroelectronics

    At ST, we are 50,000 creators and makers of semiconductor technologies mastering the semiconductor supply chain with state-of-the-art manufacturing facilities. An integrated device manufacturer, we work with more than 200,000 customers and thousands of partners to design and build products, solutions, and ecosystems that address their challenges and opportunities, and the need to support a more sustainable world. Our technologies enable smarter mobility, more efficient power and energy management, and the wide-scale deployment of cloud-connected autonomous things. We are on track to be carbon neutral in all direct and indirect emissions (scopes 1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our 100% renewable electricity sourcing goal by the end of 2027.
    Further information can be found at www.st.com.

    INVESTOR RELATIONS:
    Jérôme Ramel
    EVP Corporate Development & Integrated External Communication
    Tel: +41 22 929 59 20
    jerome.ramel@st.com

    MEDIA RELATIONS:
    Alexis Breton
    Group VP Corporate External Communications
    Tel: +33 6 59 16 79 08
    alexis.breton@st.com

    Attachment

    The MIL Network –

  • MIL-OSI: Exabits & GAIB Partner to Tokenize GPU Compute Power and Their Yields, Unlocking a New Era for AI and Cloud Infrastructure

    Source: GlobeNewswire (MIL-OSI)

    SAN FRANCISCO, Feb. 27, 2025 (GLOBE NEWSWIRE) — Exabits, the baselayer for AI compute for enterprises and a supplier to decentralized cloud compute companies and GAIB, the first economic layer for AI and compute financialization, creating a new type of yield bearing assets backed by real AI demands, today announced a strategic partnership to revolutionize how GPU infrastructure is acquired, scaled, and monetized. By combining Exabits’ high-performance AI compute technology with GAIB’s tokenized GPU investment platform, this partnership will unlock new capital flows, expand GPU accessibility, and provide investors with a direct stake in the growing AI compute economy.

    The collaboration addresses a critical challenge in AI and cloud computing—the high cost and limited access to high-performance GPUs. With demand for AI compute skyrocketing, Exabits and GAIB are introducing a scalable investment model that allows institutions, enterprises, and investors to participate in the growth of AI compute infrastructure through tokenized GPU assets.

    Transforming GPU Compute into a High-Value Investment Asset

    GPUs are the core infrastructure powering AI, machine learning, and high-performance computing, yet access remains concentrated among a few large cloud providers. The Exabits-GAIB partnership introduces a new financial model that enables:

    • Ownership of Tokenized GPUs and Their Yields: Investors gain fractional ownership and earn returns tied to real-world GPU utilization,
    • Cloud Compute Expansion: Exabits will scale its AI-ready GPU infrastructure, supplying more compute power to enterprises, DeSci, gaming, and AI-driven industries.
    • New Liquidity Channels: GAIB’s tokenization model and DeFi-based financial instruments enable Exabits to scale more efficiently without relying solely on traditional capital-raising methods.

    “The AI industry is experiencing an unprecedented demand for compute power, but access remains costly and centralized,” said [Exabits Executive Name], [Title] of Exabits. “By tokenizing GPU assets with GAIB, we’re introducing a new investment model that allows institutional and retail investors to participate in AI’s explosive growth while expanding our infrastructure to meet market needs.”

    “GAIB is building the AiFi economy, which signifies a paradigm shift in how we perceive and utilize computational resources, particularly in the context of artificial intelligence and machine learning., and this partnership with Exabits provides additional support for our vision,” said Kony, CEO of GAIB. “We’re making GPU investments more accessible, liquid, and scalable—bridging the gap between capital markets and the AI revolution.”

    How the Partnership Works

    GPU and Their Yield Tokenization: Transforming Compute Assets into Tradable Financial Products

    Exabits will acquire GPUs through GAIB’s tokenization platform, enabling investors to own a stake in real-world AI compute infrastructure.

    • Exabits’ Role: Identify GPUs for tokenization, ensure transparent asset registration, and deploy them into enterprise-ready cloud compute networks.
    • GAIB’s Role: Develop tokenization protocols, create GPU-based investment products, and manage regulatory compliance.

    Unlocking New Investment Opportunities in AI Compute

    The partnership will provide global investors with direct access to GPU-powered cloud infrastructure through structured financial products.

    • Exabits: Establishes hardware procurement needs, enables fractional GPU ownership and integrates with GAIB’s capital injection models.
    • GAIB: Provides a transparent investment ledger,implements a yield-bearing mechanism that allows investors to earn passive income simply by holding the asset and ensures regulatory compliance.

    Liquidity & Scaling: Expanding AI Infrastructure Without Traditional Funding Barriers

    By leveraging GAIB’s financial instruments, Exabits can scale its GPU infrastructure faster, reducing dependence on traditional VC or debt financing.

    • Exabits: Provides real-time GPU utilization and ROI insights, ensuring investors benefit from tokenized GPU revenues.
    • GAIB: Facilitates buying, selling, and staking of GPU-backed tokens, creating a liquid investment market for AI compute assets.

    Enterprise-Grade Cloud Infrastructure for AI Innovation

    Exabits’ cloud platform will power GAIB’s compute offerings, allowing enterprises to access AI-ready infrastructure at scale.

    Why This Matters: The Future of AI Compute is an Investable Asset

    This partnership is a breakthrough for AI, institutional investors, and the compute economy:
     ✔ For Investors: A new way to earn yield from real, high-demand AI compute assets.
     ✔ For Enterprises: Scalable, high-performance AI infrastructure without pure reliance on traditional cloud providers.
     ✔ For the AI Industry: A more efficient, market-driven model for GPU access and scaling.

    Join the AI Compute Revolution

    The Exabits-GAIB partnership is setting a new precedent for how AI infrastructure is funded, scaled, and monetized. As demand for AI compute accelerates, this collaboration will ensure that GPU access is no longer a bottleneck but an investment opportunity for enterprises, investors, and the broader AI ecosystem.

    For more information on how to participate, visit: www.exabits.xyz or https://www.gaib.ai/

    About Exabits

    Exabits is the baselayer for AI compute, providing high-performance cloud infrastructure to enterprises, researchers, and developers. Through proprietary technology and GPU tokenization, Exabits is redefining the future of AI, DeSci, and machine learning compute.

    About GAIB

    GAIB is the first economic layer for AI compute, creating a new type of yield bearing assets backed by real AI demands. It tokenizes enterprise-grade GPUs and their yields, creating a decentralized liquid market for GPU financing, addressing the growing demand for high-performance computing while giving investors direct exposure to GPU assets. The platform enables a variety of DeFi use cases to be on top, including GPU backed stablecoins, lending and borrowing, options and futures, and various structured products.

    Contact:
    Exabits
    contact@exabits.ai

    GAIB
    contact@gaib.ai

    Press Contact: Ari
    ari@reblonde.com

    Disclaimer: This press release is provided by Exabits. The statements, views, and opinions expressed in this content are solely those of the content provider and do not necessarily reflect the views of this media platform or its publisher. We do not endorse, verify, or guarantee the accuracy, completeness, or reliability of any information presented. This content is for informational purposes only and should not be considered financial, investment, or trading advice. Investing in crypto and mining related opportunities involves significant risks, including the potential loss of capital. Readers are strongly encouraged to conduct their own research and consult with a qualified financial advisor before making any investment decisions. However, due to the inherently speculative nature of the blockchain sector–including cryptocurrency, NFTs, and mining–complete accuracy cannot always be guaranteed. Neither the media platform nor the publisher shall be held responsible for any fraudulent activities, misrepresentations, or financial losses arising from the content of this press release.

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/5f81fcd8-1245-4780-8a6a-95c66990227a

    The MIL Network –

  • MIL-OSI USA: Staff Statement on Meme Coins

    Source: Securities and Exchange Commission

    As part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets, the Division of Corporation Finance is providing its views[1] on “meme coins.” A “meme coin” is a type of crypto asset[2] inspired by internet memes, characters, current events, or trends for which the promoter seeks to attract an enthusiastic online community to purchase the meme coin and engage in its trading. Although individual meme coins may have unique features, meme coins typically share certain characteristics. Meme coins typically are purchased for entertainment, social interaction, and cultural purposes, and their value is driven primarily by market demand and speculation. In this regard, meme coins are akin to collectibles. Meme coins also typically have limited or no use or functionality. Given the speculative nature of meme coins, they tend to experience significant market price volatility, and often are accompanied by statements regarding their risks and lack of utility, other than for entertainment or other non-functional purposes.[3]

    It is the Division’s view that transactions in the types of meme coins described in this statement, do not involve the offer and sale of securities under the federal securities laws.[4] As such, persons who participate in the offer and sale of meme coins do not need to register their transactions with the Commission under the Securities Act of 1933 (“Securities Act”) or fall within one of the Securities Act’s exemptions from registration. Accordingly, neither meme coin purchasers nor holders are protected by the federal securities laws.

    Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Securities Exchange Act of 1934 each defines the term “security” by providing a list of various financial instruments, including “stock,” “note,” and “bond.” A meme coin does not constitute any of the common financial instruments specifically enumerated in the definition of “security” because, among other things, it does not generate a yield or convey rights to future income, profits, or assets of a business. In other words, a meme coin is not itself a security. The aforementioned statutory sections also provide that “investment contracts” are securities. Given that a meme coin is not itself a security, we conduct our analysis of whether a meme coin may be offered and sold as part of an investment contract under the “investment contract” test set forth in SEC v. W.J. Howey Co.[5] The Howey test analyzes whether certain arrangements or instruments are investment contracts based on their “economic realities.”[6]

    In evaluating the economic realities of a transaction, the Howey test considers whether there is an investment in an enterprise premised on a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others.[7] Federal courts since Howey have explained that Howey’s “efforts of others” requirement is satisfied when “the efforts made by those other than the investor are the undeniably significant ones, those essential managerial efforts which affect the failure or success of the enterprise.”[8]

    The offer and sale of meme coins does not involve an investment in an enterprise nor is it undertaken with a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others. First, meme coin purchasers are not making an investment in an enterprise. That is, their funds are not pooled together to be deployed by promoters or other third parties for developing the coin or a related enterprise. Second, any expectation of profits that meme coin purchasers have is not derived from the efforts of others. That is, the value of meme coins is derived from speculative trading and the collective sentiment of the market, like a collectible. Moreover, the promoters of meme coins are not undertaking (or indicating an intention to undertake) managerial and entrepreneurial efforts from which purchasers could reasonably expect profit.[9]

    Notwithstanding the foregoing, this statement does not extend to the offer and sale of meme coins that are inconsistent with the descriptions set forth above, or products that are labeled “meme coins” in an effort to evade the application of the federal securities laws by disguising a product that otherwise would constitute a security.  As noted above, the Division will evaluate the economic realities of the particular transaction.

    Further, although the offer and sale of meme coins may not be subject to the federal securities laws, fraudulent conduct related to the offer and sale of meme coins may be subject to enforcement action or prosecution by other federal or state agencies under other federal and state laws.

    For further information, please contact the Division’s Office of Chief Counsel by submitting a web-based request form at https://www.sec.gov/forms/corp_fin_interpretive.

    [1]   This statement represents the views of the staff of the Division of Corporation Finance (the “Division”). The statement is not a rule, regulation, guidance, or statement of the U.S. Securities and Exchange Commission (“Commission”), and the Commission has neither approved nor disapproved its content. This statement, like all staff statements, has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person.

    [2]   For purposes of this statement, a “crypto asset” is an asset that is issued and/or transferred using distributed ledger or blockchain technology, including, but not limited to, so-called “virtual currencies,” “coins,” and “tokens,” and that relies on cryptographic protocols.

    [3]   Typical statements include the following: (i) purchasers should not expect to profit or generate a return through receipt or ownership of the coins; (ii) no one intends to exert any efforts or provide any assistance in bringing about a profit or return for holders of the coins; (iii) the coins have no use or functionality; (iv) purchasers may lose all of the money used to purchase the coins; and (v) the coins are intended for entertainment purposes only.

    [4]   The Division’s view is not dispositive of whether a specific meme coin itself is a security or whether it is offered and sold as part of an investment contract, which is a security. A definitive determination requires analyzing the specific facts relating to the meme coin and the manner in which it is offered and sold.

    [5]   328 U.S. 293 (1946) (“Howey”).

    [6]   See Landreth Timber Co. v. Landreth, 471 U.S. 681, 689 (1985), in which the U.S. Supreme Court suggested that the proper test for determining whether a particular instrument that is not clearly within the definition of “stock” as set forth in Section 2(a)(1) of the Securities Act, or that otherwise is of an unusual nature, is the economic realities test set forth in Howey. In analyzing whether an instrument is a security, “form should be disregarded for substance,” Tcherepnin v. Knight, 389 U.S. 332, 336 (1967), “and the emphasis should be on economic realities underlying a transaction, and not on the name appended thereto.” United Housing Found., Inc. v. Forman, 421 U.S. 837, 849 (1975).

    [7]   Forman, 421 U.S. at 852.

    [8]   See, e.g., SEC v. v. Glenn W. Turner Enterprises, Inc., 474 F.2d 476, 482 (9th Cir. 1973).

    [9] For example, if the promoters’ efforts are limited primarily to hyping the meme coin on social media and online forums and getting the coin listed on crypto trading platforms, then there are not likely to be sufficient indicia to establish that purchasers had a reasonable expectation of profits based on the efforts of the promoters. 

    MIL OSI USA News –

  • MIL-OSI Australia: Building Australia’s future on the Central Coast

    Source: Australian Ministers for Regional Development

    The Australian Government is building Australia’s future on the New South Wales Central Coast by delivering $15 million over two years to plan for better and safer road connections in Empire Bay.

    The Empire Bay Drive Intersection Strategy – Planning project will deliver a strategy to upgrade intersections servicing Empire Bay and surrounding communities.

    This will include consideration of the intersection of Empire Bay Drive and Wards Hill Road.

    The Empire Bay Drive and Wards Hill Road intersection is used by thousands of motorists each day and is an important transport connection to Empire Bay Public School, as well as access to the Bouddi National Park.

    These vital planning works will have a road safety focus and deliver a business case for future upgrades. 

    The Australian Government is investing $21 billion towards transport infrastructure projects in NSW.

    For more information on projects funded under the Australian Government’s Infrastructure Investment Program, visit https://investment.infrastructure.gov.au.

    Quotes attributable to Treasurer Jim Chalmers: 

    “This important investment in local roads will help people get home sooner and safer.

    “It’s all about making our roads safer and our communities more accessible.

    “The Central Coast makes a big contribution to our country and this project will boost both the local community and our national economy.”

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

    “We want to ensure that both locals and tourists on the Central Coast can get where they need go efficiently and safely.   

    “These planning works will be the first critical step in guiding our future investments in Empire Bay Drive and the surrounding intersections.”

    Quotes attributable to Federal Member for Robertson Gordon Reid:

    “These crucial planning works will support decision making on future priority upgrades to improve the safety and connectivity of key roads and intersections in Empire Bay and surrounding communities.

    This funding from the Australian Government would not have been possible without the support of almost a thousand local residents who signed our petition to get this intersection fixed.

    Thank you to the local community as well as local businesses who ensured this petition was a success.”

    MIL OSI News –

  • MIL-OSI USA: Murray, Kaptur Follow-Up, Demand Answers from Trump DOE as it Continues to Block Investments to Lower Americans’ Energy Costs

    US Senate News:

    Source: United States Senator for Washington State Patty Murray

    Washington, D.C. — Senator Patty Murray (D-WA), Senate Appropriations Committee Vice Chair and Subcommittee on Energy and Water Development Ranking Member, and Congresswoman Marcy Kaptur (D, OH-09), Ranking Member of the House Appropriations Subcommittee on Energy and Water Development, sent a new letter to Energy Secretary Chris Wright, demanding answers about the Department of Energy’s freeze of key energy investments. Murray and Kaptur pressed Secretary Wright to provide answers to questions they posed in a January 31 letter—responses that DOE has failed to provide—and to expeditiously release illegally blocked funding.

    “The Department’s actions continue to cause widespread chaos and confusion, affect a broad array of investments in American communities, and threaten to raise energy costs for American families. We have yet to hear back on any of the questions raised and many of these critical programs remain illegally frozen,” write Murray and Kaptur.

    “As Secretary, you have a responsibility and duty to execute the laws faithfully,” added Murray and Kaptur. “Congress has enacted laws to invest in America’s security and prosperity and lower American households’ energy costs by addressing our nation’s energy, environmental, and nuclear challenges through transformative science and technology solutions. This administration’s funding freeze continues to create mass uncertainty, will cause energy prices to rise, risks good-paying jobs in communities across the country, and undermines the pursuit of energy dominance.”

    “We respectfully ask that you respond to the questions raised in our prior letter and release all of the illegally frozen funds expeditiously,” Murray and Kaptur conclude.

    In their January letter, Murray and Kaptur noted that the illegal freeze of Inflation Reduction Act and Infrastructure Investment and Jobs Act funding is creating unacceptable chaos, confusion, and harm for American families and businesses:

    “Stopping these programs is taking money from the pockets of Americans. For example, the Home Energy Rebates programs, funded by the IRA, has been putting money directly back in the hands of American households. The rebates help consumers save money on select home improvement projects that can lower energy bills by providing up to $14,000 per household in rebates. It is estimated that these programs will save households up to $1 billion per year on energy bills and support over 50,000 U.S. jobs. The President’s attempt to freeze the Home Energy Rebates Program means these costs will fall back on American consumers.”

    Full text of the letter is available HERE and below: 

    The Honorable Christopher Wright

    Secretary

    U.S. Department of Energy

    1000 Independence Ave., SW

    Washington, DC 20585

    Dear Secretary Wright:

    We write to follow up on the attached letter sent on January 31, 2025. This letter raised grave concerns about the Department of Energy’s (DOE) unlawful actions to freeze program funding. The Department’s actions continue to cause widespread chaos and confusion, affect a broad array of investments in American communities, and threaten to raise energy costs for American families. We have yet to hear back on any of the questions raised and many of these critical programs remain illegally frozen.

    As Secretary, you have a responsibility and duty to execute the laws faithfully. We reiterate our call for the Department to responsibly carry out duly enacted spending laws, execute its programs, and follow the law as intended for all of its appropriated funding. Congress has enacted laws to invest in America’s security and prosperity and lower American households’ energy costs by addressing our nation’s energy, environmental, and nuclear challenges through transformative science and technology solutions. This administration’s funding freeze continues to create mass uncertainty, will cause energy prices to rise, risks good-paying jobs in communities across the country, and undermines the pursuit of energy dominance.

    We respectfully ask that you respond to the questions raised in our prior letter and release all of the illegally frozen funds expeditiously.

    Sincerely,

    Marcy Kaptur, Ranking Member, Subcommittee on Energy and Water Development, House Committee on Appropriations

    Patty Murray, Ranking Member, Subcommittee on Energy and Water Development, Senate Committee on Appropriations

    MIL OSI USA News –

  • MIL-OSI Australia: Australian Deputy PM: Building Australia’s future on the Central Coast

    Source: Minister of Infrastructure

    The Australian Government is building Australia’s future on the New South Wales Central Coast by delivering $15 million over two years to plan for better and safer road connections in Empire Bay.

    The Empire Bay Drive Intersection Strategy – Planning project will deliver a strategy to upgrade intersections servicing Empire Bay and surrounding communities.

    This will include consideration of the intersection of Empire Bay Drive and Wards Hill Road.

    The Empire Bay Drive and Wards Hill Road intersection is used by thousands of motorists each day and is an important transport connection to Empire Bay Public School, as well as access to the Bouddi National Park.

    These vital planning works will have a road safety focus and deliver a business case for future upgrades. 

    The Australian Government is investing $21 billion towards transport infrastructure projects in NSW.

    For more information on projects funded under the Australian Government’s Infrastructure Investment Program, visit https://investment.infrastructure.gov.au.

    Quotes attributable to Treasurer Jim Chalmers: 

    “This important investment in local roads will help people get home sooner and safer.

    “It’s all about making our roads safer and our communities more accessible.

    “The Central Coast makes a big contribution to our country and this project will boost both the local community and our national economy.”

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

    “We want to ensure that both locals and tourists on the Central Coast can get where they need go efficiently and safely.   

    “These planning works will be the first critical step in guiding our future investments in Empire Bay Drive and the surrounding intersections.”

    Quotes attributable to Federal Member for Robertson Gordon Reid:

    “These crucial planning works will support decision making on future priority upgrades to improve the safety and connectivity of key roads and intersections in Empire Bay and surrounding communities.

    This funding from the Australian Government would not have been possible without the support of almost a thousand local residents who signed our petition to get this intersection fixed.

    Thank you to the local community as well as local businesses who ensured this petition was a success.”

    MIL OSI News –

  • MIL-OSI Security: Northwest Arkansas Man Sentenced to More Than Four Years in Prison for Operating an Illegal Money Transmitting Business Using Pandemic Funds

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

    FAYETTEVILLE – A Northwest Arkansas man was sentenced on February 20, to 51 months in Federal Prison, followed by three years of supervised release. Additionally, he was ordered to pay restitution of $725,558.00 on one count of operating an Illegal Money Transmitting Business. The Honorable Judge Timothy L. Brooks presided over the sentencing hearing, which took place in the United States District Court in Fayetteville.

    According to court documents, Richard Harold Stone, age 77, waived indictment by a grand jury and pleaded guilty to a criminal information charging him with conducting an unlicensed money transmitting business in the State of Arkansas. Stone was the President or Chief Officer of numerous businesses registered with the Arkansas Secretary of State, including: Partex Oman Corp., Renewable Energy Campus Arkansas, Inc., Stonetek Global Corp., and Tires 2 Energy, LLC. Stone also was associated with Environmental Energy & Finance Corp., a Delaware corporation. The advertised purpose of these businesses was developing technology and facilities to repurpose waste materials, such as tires, into useable fuel sources. None of these businesses were registered with the State of Arkansas as a money transmitting business, as required by Arkansas law (Arkansas Code, Section 23-55-806(b)&(c)).

    Between November 2020 and March 2021, Stone received through various bank accounts associated with the above entities and other accounts under his control, deposits of funds from applications made on behalf of unwitting victims for Paycheck Protection Program (PPP) loans, Economic Impact Disaster Loans (EIDL), and Pandemic Unemployment Assistance (PUA), totaling more than $600,000. After receiving these funds, Stone immediately transferred most of the funds by wire transfer to parties in locations including Berne, Switzerland; London, England; New York, NY; Chennai, India; and Mumbai, India.

    At the conclusion of Thursday’s sentencing hearing, Stone was immediately remanded to the custody of the U.S. Marshals Service.

    U.S. Attorney David Clay Fowlkes of the Western District of Arkansas made the announcement.

    The Internal Revenue Service-Criminal Investigation, Federal Bureau of Investigation, and Department of Labor Office of the Inspector General investigated the case.

    Assistant U.S. Attorney Hunter Bridges is prosecuting the case.

    Related court documents may be found on the Public Access to Electronic Records website at www.pacer.gov.

    MIL Security OSI –

  • MIL-OSI: HP Inc. Reports Fiscal 2025 First Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    PALO ALTO, Calif., Feb. 27, 2025 (GLOBE NEWSWIRE) — HP (NYSE: HPQ)

    • First quarter GAAP diluted net earnings per share (“EPS”) of $0.59, within the previously provided outlook of $0.57 to $0.63 per share
    • First quarter non-GAAP diluted net EPS of $0.74, within the previously provided outlook of $0.70 to $0.76 per share
    • First quarter net revenue of $13.5 billion, up 2.4% from the prior-year period
    • First quarter net cash provided by operating activities of $0.4 billion, free cash flow of $0.1 billion
    • First quarter returned $0.4 billion to shareholders in the form of share repurchases and dividends
    • Estimated $300 million increase in Future Ready plan annualized gross run rate structural cost savings, to $1.9 billion by end of fiscal year 2025 and estimated $150 million increase in restructuring and other charges to approximately $1.2 billion by the end of fiscal year 2025
    HP Inc.’s fiscal 2025 first quarter financial performance
      Q1 FY25   Q1 FY24   Y/Y
    GAAP net revenue ($B) $ 13.5     $ 13.2     2.4 %
    GAAP operating margin   6.3 %       7.1 %     (0.8) pts
    GAAP net earnings ($B) $ 0.6     $ 0.6     (9)%
    GAAP diluted net EPS $ 0.59     $ 0.62     (5)%
    Non-GAAP operating margin   7.3 %       8.4 %     (1.1)pts
    Non-GAAP net earnings ($B) $ 0.7     $ 0.8     (13)%
    Non-GAAP diluted net EPS $ 0.74     $ 0.81     (9)%
    Net cash provided by operating activities ($B) $ 0.4     $ 0.1     209 %
    Free cash flow ($B) $ 0.1     $ 0.0     180 %
                       

    Notes to table
    Information about HP Inc.’s use of non-GAAP financial information is provided under “Use of non-GAAP financial information” below.

    Net revenue and EPS results
    HP Inc. and its subsidiaries (“HP”) announced fiscal 2025 first quarter net revenue of $13.5 billion, up 2.4% (up 3.3% in constant currency) from the prior-year period.

    “We are pleased with our Q1 performance, achieving revenue growth for the third straight quarter and advancing our strategy to lead the future of work,” said Enrique Lores, HP President and CEO. “Our progress was fueled by a strong commercial business in Personal Systems and momentum in our key growth areas, including AI PCs. We are focused on taking decisive action to address evolving market conditions in the near-term, while investing in our long-term growth.”

    “In Q1 we drove solid progress against our financial commitments for the year and are raising our Future Ready savings target from $1.6 to $1.9 billion dollars by the end of fiscal year 2025,” said Karen Parkhill, HP CFO. “We are holding our outlook for the year and remain focused on disciplined execution as we continue to invest for the future.”

    First quarter GAAP diluted net EPS was $0.59, down from $0.62 in the prior-year period and within the previously provided outlook of $0.57 to $0.63. First quarter non-GAAP diluted net EPS was $0.74, down from $0.81 in the prior-year period and within the previously provided outlook of $0.70 to $0.76. First quarter non-GAAP net earnings and non-GAAP diluted net EPS excludes after-tax adjustments of $139 million, or $0.15 per diluted share, related to restructuring and other charges, acquisition and divestiture charges, amortization of intangible assets, non-operating retirement-related credits, tax adjustments, and the related tax impact on these items.

    Asset management
    HP’s net cash provided by operating activities in the first quarter of fiscal 2025 was $0.4 billion. Accounts receivable ended the quarter at $4.2 billion, down 5 days quarter over quarter at 28 days. Inventory ended the quarter at $8.4 billion, up 9 days quarter over quarter to 72 days. Accounts payable ended the quarter at $16.5 billion, up 1 day quarter over quarter to 139 days.

    HP generated $70 million of free cash flow in the first quarter. Free cash flow includes net cash provided by operating activities of $374 million adjusted for net investments in leases from integrated financing of $(2) million and net investments in property, plant, equipment and purchased intangible of $302 million.

    HP’s dividend payment of $0.2894 per share in the first quarter resulted in cash usage of $0.3 billion. HP also utilized $100 million of cash during the quarter to repurchase approximately 2.7 million shares of common stock in the open market. HP exited the quarter with $2.9 billion in gross cash, which includes cash and cash equivalents of $2.9 billion, restricted cash of $14 million and short-term investments of $3 million included in other current assets. Restricted cash is related to amounts collected and held on behalf of a third party for trade receivables previously sold.

    Fiscal 2025 first quarter segment results

    • Personal Systems net revenue was $9.2 billion, up 5% year over year (up 5% in constant currency) with a 5.5% operating margin. Consumer PS net revenue was down 7% and Commercial PS net revenue was up 10%. Total units were down 1% with Consumer PS units down 11% and Commercial PS units up 6%.
    • Printing net revenue was $4.3 billion, down 2% year over year (down 1% in constant currency) with a 19.0% operating margin. Consumer Printing net revenue was up 5% and Commercial Printing net revenue was down 7%. Supplies net revenue was down 1% (flat in constant currency). Total hardware units were up 5%, with Consumer Printing units up 7% and Commercial Printing units flat.

    Outlook
    For the fiscal 2025 second quarter, HP estimates GAAP diluted net EPS to be in the range of $0.62 to $0.72 and non-GAAP diluted net EPS to be in the range of $0.75 to $0.85. Fiscal 2025 second quarter non-GAAP diluted net EPS estimates exclude $0.13 per diluted share, primarily related to restructuring and other charges, acquisition and divestiture charges, amortization of intangible assets, non-operating retirement-related credits, tax adjustments, and the related tax impact on these items.

    For fiscal 2025, HP estimates GAAP diluted net EPS to be in the range of $2.86 to 3.16 and non-GAAP diluted net EPS to be in the range of $3.45 to $3.75. Fiscal 2025 non-GAAP diluted net EPS estimates exclude $0.59 per diluted share, primarily related to restructuring and other charges, acquisition and divestiture charges, amortization of intangible assets, non-operating retirement-related credits, tax adjustments, and the related tax impact on these items. For fiscal 2025, HP anticipates generating free cash flow in the range of $3.2 to $3.6 billion.

    HP’s outlook reflects the added cost driven by the current U.S. tariff increases on China, and associated mitigations. The company has made significant progress building a globally diverse supply chain, and by the end of fiscal year 2025, expects more than 90 percent of HP products sold in North America will be built outside of China. China will continue to be an important manufacturing hub for the rest of the world.

    More information on HP’s earnings, including additional financial analysis and an earnings overview presentation, is available on HP’s Investor Relations website at investor.hp.com.

    HP’s FY25 Q1 earnings conference call is accessible via audio webcast at www.hp.com/investor/2025Q1Webcast.

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

    Use of non-GAAP financial information
    To supplement HP’s consolidated condensed financial statements presented on a generally accepted accounting principles (“GAAP”) basis, HP provides net revenue on a constant currency basis, non-GAAP total operating expense, non-GAAP operating profit, non-GAAP operating margin, non-GAAP other income and expenses, non-GAAP tax rate, non-GAAP net earnings, non-GAAP diluted net EPS, free cash flow, gross cash and net cash (debt) financial measures. HP also provides forecasts of non-GAAP diluted net EPS and free cash flow. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the tables below or elsewhere in the materials accompanying this news release. In addition, an explanation of the ways in which HP’s management uses these non-GAAP measures to evaluate its business, the substance behind HP’s decision to use these non-GAAP measures, the material limitations associated with the use of these non-GAAP measures, the manner in which HP’s management compensates for those limitations, and the substantive reasons why HP’s management believes that these non-GAAP measures provide useful information to investors is included under “Use of non-GAAP financial measures” after the tables below. This additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for net revenue, operating expense, operating profit, operating margin, other income and expenses, tax rate, net earnings, diluted net EPS, cash provided by operating activities or cash, cash equivalents, and restricted cash prepared in accordance with GAAP.

    Forward-looking statements
    This document contains forward-looking statements based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, they could affect the business and results of operations of HP Inc. and its consolidated subsidiaries which may differ materially from those expressed or implied by such forward-looking statements and assumptions.

    All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, projections of net revenue, margins, expenses, effective tax rates, net earnings, net earnings per share, cash flows, benefit plan funding, deferred taxes, share repurchases, foreign currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring and other charges, planned structural cost reductions and productivity initiatives; any statements of the plans, strategies and objectives of management for future operations, including, but not limited to, our business model and transformation, our sustainability goals, our go-to-market strategy, the execution of restructuring plans and any resulting cost savings (including the fiscal 2023 plan), net revenue or profitability improvements or other financial impacts; any statements concerning the expected development, demand, performance, market share or competitive performance relating to products or services; any statements concerning potential supply constraints, component shortages, manufacturing disruptions or logistics challenges; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, claims, disputes or other litigation matters; any statements of expectation or belief as to the timing and expected benefits of acquisitions and other business combination and investment transactions; and any statements of assumptions underlying any of the foregoing.   Forward-looking statements can also generally be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” and similar terms.

    Risks, uncertainties and assumptions that could affect our business and results of operations include factors relating to HP’s ability to execute on its strategic plans, including the previously announced initiatives, business model changes and transformation; the development and transition of new products and services and the enhancement of existing products and services to meet evolving customer needs and respond to emerging technological trends, including artificial intelligence; the use of artificial intelligence; the impact of macroeconomic and geopolitical trends, changes and events, including the ongoing military conflict in Ukraine, continued instability in the Middle East or tensions in the Taiwan Strait and South China Sea and the regional and global ramifications of these events; volatility in global capital markets and foreign currency, increases in benchmark interest rates, the effects of inflation and instability of financial institutions; risks associated with HP’s international operations and the effects of business disruption events, including those resulting from climate change; the need to manage (and reliance on) third-party suppliers, including with respect to supply constraints and component shortages, and the need to manage HP’s global, multi-tier distribution network and potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; the execution and performance of contracts by HP and its suppliers, customers, clients and partners, including logistical challenges with respect to such execution and performance; the competitive pressures faced by HP’s businesses; the impact of third-party claims of IP infringement; successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution, reseller and customer landscape; successfully competing and maintaining the value proposition of HP’s products, including supplies and services; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products or our uneven sales cycle; the hiring and retention of key employees; the results of our restructuring plans (including the fiscal 2023 plan), including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of our restructuring plans; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; disruptions in operations from system security risks, data protection breaches, or cyberattacks; HP’s ability to maintain its credit rating, satisfy its debt obligations and complete any contemplated share repurchases, other capital return programs or other strategic transactions; changes in estimates and assumptions HP makes in connection with the preparation of its financial statements; the impact of changes to federal, state, local and foreign laws and regulations, including environmental regulations and tax laws; integration and other risks associated with business combination and investment transactions; our aspirations related to environmental, social and governance matters; potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; the effectiveness of our internal control over financial reporting; and other risks that are described in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024 and HP’s other filings with the Securities and Exchange Commission (“SEC”). HP’s fiscal 2023 plan includes HP’s efforts to take advantage of future growth opportunities, including but not limited to, investments to drive growth, investments in our people, improving product mix, driving structural cost savings and other productivity measures. Structural cost savings represent gross reductions in costs driven by operational efficiency, digital transformation, and portfolio optimization. These initiatives include but are not limited to workforce reductions, platform simplification, programs consolidation and productivity measures undertaken by HP, which HP expects to be sustainable in the longer-term. These structural cost savings are net of any new recurring costs resulting from these initiatives and exclude one-time investments to generate such savings. HP’s expectations on the longer-term sustainability of such structural cost savings are based on its current business operations and market dynamics and could be significantly impacted by various factors, including but not limited to HP’s evolving business models, future investment decisions, market environment and technology landscape.

    As in prior periods, the financial information set forth in this document, including any tax-related items, reflects estimates based on information available at this time. While HP believes these estimates to be reasonable, these amounts could differ materially from reported amounts in HP’s Annual Report on Form 10-K for the fiscal year ending October 31, 2025, Quarterly Reports on Form 10-Q for the fiscal quarters ending April 30, 2025 and July 31, 2025, and HP’s other filings with the SEC. The forward-looking statements in this document are made as of the date of this document and HP assumes no obligation and does not intend to update these forward-looking statements.

    HP’s Investor Relations website at investor.hp.com contains a significant amount of information about HP, including financial and other information for investors. HP encourages investors to visit its website from time to time, as information is updated, and new information is posted.   The content of HP’s website is not incorporated by reference into this document or in any other report or document HP files with the SEC, and any references to HP’s website are intended to be inactive textual references only.

    Editorial contacts

    HP Inc. Media Relations
    MediaRelations@hp.com

    HP Inc. Investor Relations
    InvestorRelations@hp.com

    HP INC. AND SUBSIDIARIES
    CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
    (Unaudited)
    (In millions, except per share amounts)
     
      Three months ended
      January 31, 2025   October 31, 2024   January 31, 2024
    Net revenue:          
    Products $ 12,695     $ 13,241     $ 12,419  
    Services   809       814       766  
    Total net revenue   13,504       14,055       13,185  
    Cost of net revenue:          
    Products   10,194       10,593       9,871  
    Services   470       461       426  
    Total cost of net revenue   10,664       11,054       10,297  
    Gross profit   2,840       3,001       2,888  
    Research and development   397       392       399  
    Selling, general and administrative   1,459       1,409       1,383  
    Restructuring and other charges   70       121       63  
    Acquisition and divestiture charges   6       12       27  
    Amortization of intangible assets   63       76       81  
    Total operating expenses   1,995       2,010       1,953  
    Earnings from operations   845       991       935  
    Interest and other, net   (141 )     (129 )     (142 )
    Earnings before taxes   704       862       793  
    (Provision for) benefit from taxes   (139 )     44       (171 )
    Net earnings $ 565     $ 906     $ 622  
               
    Net earnings per share:          
    Basic $ 0.60     $ 0.94     $ 0.63  
    Diluted $ 0.59     $ 0.93     $ 0.62  
               
    Cash dividends declared per share $ 0.58     $ —     $ 0.55  
               
    Weighted-average shares used to compute net earnings per share:          
    Basic   948       959       995  
    Diluted   957       971       1,002  
    HP INC. AND SUBSIDIARIES
    ADJUSTMENTS TO GAAP NET EARNINGS, EARNINGS FROM OPERATIONS,
    OPERATING MARGIN AND DILUTED NET EARNINGS PER SHARE
    (Unaudited)
    (In millions, except per share amounts)
     
      Three months ended
      January 31, 2025   October 31, 2024   January 31, 2024
      Amounts   Diluted
    net
    earnings
    per share    		   Amounts   Diluted
    net
    earnings
    per share    		   Amounts   Diluted
    net
    earnings
    per share
    GAAP net earnings $ 565     $ 0.59     $ 906     $ 0.93     $ 622     $ 0.62
    Non-GAAP adjustments:                      
    Restructuring and other charges   70       0.07       121       0.13       63       0.06
    Acquisition and divestiture charges   6       0.01       12       0.01       27       0.03
    Amortization of intangible assets   63       0.07       76       0.08       81       0.08
    Debt extinguishment costs   —       —       3       —       —       —
    Non-operating retirement-related credits    (5 )     (0.01 )     (2 )     —       (2 )     —
    Tax adjustments(a)   5       0.01       (216 )     (0.22 )     17       0.02
    Non-GAAP net earnings $ 704     $ 0.74     $ 900     $ 0.93     $ 808     $ 0.81
                           
    GAAP earnings from operations $ 845         $ 991         $ 935      
    Non-GAAP adjustments:                      
    Restructuring and other charges   70           121           63      
    Acquisition and divestiture charges   6           12           27      
    Amortization of intangible assets   63           76           81      
    Non-GAAP earnings from operations  $ 984         $ 1,200         $ 1,106      
                           
    GAAP operating margin   6.3  %         7.1  %         7.1  %    
    Non-GAAP adjustments   1.0  %         1.4  %         1.3  %    
    Non-GAAP operating margin   7.3  %         8.5  %         8.4  %    

    (a)     Includes tax impact on non-GAAP adjustments.

    HP INC. AND SUBSIDIARIES
    CONSOLIDATED CONDENSED BALANCE SHEETS
    (Unaudited)
    (In millions)
     
      As of
      January 31, 2025   October 31, 2024
    ASSETS      
    Current assets:      
    Cash, cash equivalents and restricted cash $ 2,894     $ 3,253  
    Accounts receivable, net   4,188       5,117  
    Inventory   8,443       7,720  
    Other current assets   4,309       4,670  
    Total current assets   19,834       20,760  
    Property, plant and equipment, net   2,900       2,914  
    Goodwill   8,599       8,627  
    Other non-current assets   7,597       7,608  
    Total assets $ 38,930     $ 39,909  
           
    LIABILITIES AND STOCKHOLDERS’ DEFICIT      
    Current liabilities:      
    Notes payable and short-term borrowings $ 1,418     $ 1,406  
    Accounts payable   16,483       16,903  
    Other current liabilities   9,533       10,378  
    Total current liabilities   27,434       28,687  
    Long-term debt   8,273       8,263  
    Other non-current liabilities   4,295       4,282  
    Stockholders’ deficit   (1,072 )     (1,323 )
    Total liabilities and stockholders’ deficit $ 38,930     $ 39,909  
    HP INC. AND SUBSIDIARIES
    CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
    (Unaudited)
    (In millions)
     
      Three months ended
      January 31, 2025   January 31, 2024
    Cash flows from operating activities:      
    Net earnings $ 565     $ 622  
    Adjustments to reconcile net earnings to net cash provided by operating activities:      
    Depreciation and amortization   197       205  
    Stock-based compensation expense   192       177  
    Restructuring and other charges   70       63  
    Deferred taxes on earnings   (23 )     (5 )
    Other, net   35       (20 )
    Changes in operating assets and liabilities, net of acquisitions:      
    Accounts receivables   966       446  
    Inventory   (751 )     (47 )
    Accounts payable   (397 )     (744 )
    Net investment in lease related to integrated financing   2       (62 )
    Taxes on earnings   12       49  
    Restructuring and other   (74 )     (87 )
    Other assets and liabilities   (420 )     (476 )
    Net cash provided by operating activities   374       121  
    Cash flows from investing activities:      
    Investment in property, plant, equipment and purchased intangible   (302 )     (158 )
    Purchases of available-for-sale securities and other investments   (3 )     —  
    Maturities and sales of available-for-sale securities and other investments   5       —  
    Collateral posted for derivative instruments   —       (70 )
    Net cash used in investing activities   (300 )     (228 )
    Cash flows from financing activities:      
    Proceeds from short-term borrowings with original maturities less than 90 days, net   —       100  
    Proceeds from debt   82       92  
    Payment of debt and associated costs   (50 )     (49 )
    Stock-based award activities and others   (92 )     (76 )
    Repurchase of common stock   (100 )     (500 )
    Cash dividends paid   (273 )     (275 )
    Net cash used in financing activities   (433 )     (708 )
    Decrease in cash, cash equivalents and restricted cash   (359 )     (815 )
    Cash, cash equivalents and restricted cash at beginning of period   3,253       3,232  
    Cash, cash equivalents and restricted cash at end of period $ 2,894     $ 2,417  

      

    HP INC. AND SUBSIDIARIES
    SEGMENT/BUSINESS UNIT INFORMATION
    (Unaudited)
    (In millions)
     
      Three months ended   Change (%)
      January 31, 2025   October 31, 2024   January 31, 2024   Q/Q   Y/Y
    Net revenue:                  
    Commercial PS $ 6,645     $ 6,522     $ 6,045     2 %     10 %
    Consumer PS   2,579       3,069       2,764     (16)%     (7)%
    Personal Systems   9,224       9,591       8,809     (4)%     5 %
    Supplies   2,826       2,865       2,863     (1)%     (1)%
    Commercial Printing   1,144       1,262       1,227     (9)%     (7)%
    Consumer Printing   299       325       285     (8)%     5 %
    Printing   4,269       4,452       4,375     (4)%     (2)%
    Corporate Investments(a)   11       11       2     NM     NM
    Total segment net revenue   13,504       14,054       13,186     (4)%     2 %
    Other(a)   —       1       (1 )   NM     NM
         Total net revenue $ 13,504     $ 14,055     $ 13,185     (4)%     2 %
                       
    Earnings before taxes:                  
    Personal Systems $ 507     $ 550     $ 537          
    Printing   810       874       872          
    Corporate Investments   (27 )     (37 )     (37 )        
    Total segment earnings from operations   1,290       1,387       1,372          
    Corporate and unallocated cost and other   (114 )     (102 )     (89 )        
    Stock-based compensation expense   (192 )     (85 )     (177 )        
    Restructuring and other charges   (70 )     (121 )     (63 )        
    Acquisition and divestiture charges   (6 )     (12 )     (27 )        
    Amortization of intangible assets   (63 )     (76 )     (81 )        
    Interest and other, net   (141 )     (129 )     (142 )        
         Total earnings before taxes $ 704     $ 862     $ 793          

    (a)     “NM” represents not meaningful.

    HP INC. AND SUBSIDIARIES
    SEGMENT OPERATING MARGIN SUMMARY
    (Unaudited)
     
      Three months ended   Change (pts)
      January 31, 2025   October 31, 2024   January 31, 2024   Q/Q   Y/Y
    Segment operating margin:                  
    Personal Systems  5.5 %     5.7 %     6.1 %     (0.2)pts   (0.6)pts
    Printing  19.0%     19.6 %     19.9 %     (0.6)pts   (0.9)pts
    Corporate Investments(a) NM     NM     NM     NM   NM
    Total segment  9.6 %     9.9 %     10.4 %     (0.3)pts   (0.8)pts
                             

    (a)     “NM” represents not meaningful.

    HP INC. AND SUBSIDIARIES
    CALCULATION OF DILUTED NET EARNINGS PER SHARE
    (Unaudited)
    (In millions, except per share amounts)
     
      Three months ended
      January 31, 2025   October 31, 2024   January 31, 2024
    Numerator:          
    GAAP net earnings $ 565   $ 906   $ 622
    Non-GAAP net earnings $ 704   $ 900   $ 808
               
    Denominator:          
    Weighted-average shares used to compute basic net earnings per share   948     959     995
    Dilutive effect of employee stock plans(a)   9     12     7
    Weighted-average shares used to compute diluted net earnings per share   957     971     1,002
               
    GAAP diluted net earnings per share $ 0.59   $ 0.93   $ 0.62
    Non-GAAP diluted net earnings per share $ 0.74   $ 0.93   $ 0.81

    (a)     Includes any dilutive effect of restricted stock units, stock options and performance-based awards. 

    Use of non-GAAP financial measures

    To supplement HP’s consolidated condensed financial statements presented on a GAAP basis, HP provides net revenue on a constant currency basis, non-GAAP total operating expense, non-GAAP operating profit, non-GAAP operating margin, non-GAAP other income and expenses, non-GAAP tax rate, non-GAAP net earnings, non-GAAP diluted net EPS, free cash flow, gross cash and net cash (debt). HP also provides forecasts of non-GAAP diluted net EPS and free cash flow.

    These non-GAAP financial measures are not computed in accordance with, or as an alternative to, GAAP in the United States. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the tables above or elsewhere in the materials accompanying this news release.

    Use and economic substance of non-GAAP financial measures
    Net revenue on a constant currency basis excludes the effect of foreign currency exchange fluctuations calculated by translating current period revenues using monthly exchange rates from the comparative period and excluding any hedging impact recognized in the current period. Non-GAAP operating margin is defined to exclude the effects of any amounts relating to restructuring and other charges, acquisition and divestiture charges, amortization of intangible assets. Non-GAAP net earnings and non-GAAP diluted net EPS consist of net earnings or diluted net EPS excluding those same charges, non-operating retirement related (credits)/charges, debt extinguishment costs (benefit), tax adjustments and the amount of additional taxes or tax benefits associated with each non-GAAP item.

    HP’s management uses these non-GAAP financial measures for purposes of evaluating HP’s historical and prospective financial performance, as well as HP’s performance relative to its competitors. HP’s management also uses these non-GAAP measures to further its own understanding of HP’s segment operating performance. HP believes that excluding the items mentioned above for these non-GAAP financial measures allows HP’s management to better understand HP’s consolidated financial performance in relation to the operating results of HP’s segments, as HP’s management does not believe that the excluded items are reflective of ongoing operating results. More specifically, HP’s management excludes each of those items mentioned above for the following reasons:

    • Restructuring and other charges are (i) costs associated with a formal restructuring plan and are primarily related to employee separation from service and early retirement costs and related benefits, costs of real estate consolidation and other non-labor charges; and (ii) other charges, which includes non-recurring costs including those as a result of information technology rationalization efforts and transformation program management and are distinct from ongoing operational costs. HP excludes these restructuring and other charges (and any reversals of charges recorded in prior periods) for purposes of calculating these non-GAAP measures because HP believes that these costs do not reflect expected future operating expenses and excluding such expenses for purposes of calculating these non-GAAP measures is useful to management and investors in evaluating HP’s current operating performance and comparing operating performance to other periods.
    • HP incurs cost related to its acquisitions and divestitures, which it would not have otherwise incurred as part of its operations. The charges are direct expenses such as third-party professional and legal fees, integration and divestiture-related costs, as well as non-cash adjustments to the fair value of certain acquired assets such as inventory and certain compensation charges related to cash settlement of restricted stock units and performance-based restricted stock units towards acquisitions. These charges related to acquisitions and divestitures are inconsistent in amount and frequency and are significantly impacted by the timing and nature of HP’s acquisitions or divestitures. HP believes that eliminating such expenses for purposes of calculating these non-GAAP measures is useful to management and investors in evaluating HP’s current operating performance and comparing operating performance to other periods.
    • HP incurs charges relating to the amortization of intangible assets. Those charges are included in HP’s GAAP earnings, operating margin, net earnings and diluted net EPS. Such charges are significantly impacted by the timing and magnitude of HP’s acquisitions and any related impairment charges. Consequently, HP excludes these charges for purposes of calculating these non-GAAP measures because HP believes doing so is useful to management and investors in evaluating HP’s current operating performance and comparing operating performance to other periods.
    • HP incurs debt extinguishment (benefit)/costs includes certain (gain)/loss related to repurchase of certain of its outstanding U.S. dollar global notes or termination of commitments under revolving credit facilities. These (gain)/loss resulting from debt redemption transactions are partially or more than offset by costs such as bond repurchase premiums, bank fees, unpaid accrued interests, etc. HP excludes these (benefit)/costs for the purposes of calculating these non-GAAP measures because HP believes doing so is useful to management and investors in evaluating HP’s current operating performance and comparing operating performance to other periods.
    • Non-operating retirement-related (credits)/charges includes certain market-related factors such as interest cost, expected return on plan assets, amortized actuarial gains or losses, associated with HP’s defined benefit pension and post-retirement benefit plans. The market-driven retirement-related adjustments are primarily due to the changes in the value of pension plan assets and liabilities which are tied to financial market performance and HP considers these adjustments to be outside the operational performance of the business. Non-operating retirement-related (credits)/charges also include certain plan curtailments, settlements and special termination benefits related to HP’s defined benefit pension and post-retirement benefit plans. HP believes that eliminating such adjustments for purposes of calculating non-GAAP measures is useful to management and investors in evaluating HP’s current operating performance and comparing operating performance to other periods.
    • HP recorded tax adjustments including tax expenses and benefits from internal reorganizations, realizability of certain deferred tax assets, various tax rate and regulatory changes, and tax settlements across various jurisdictions. HP excludes these adjustments for the purposes of calculating these non-GAAP measures because HP believes doing so is useful to management and investors in evaluating HP’s current operating performance and comparing operating performance to other periods.

    Free cash flow is a non-GAAP measure that is defined as cash flow provided by (used in) operating activities adjusted for net investment in leases from integrated financing and net investments in property, plant, equipment and purchased intangible. Gross cash is a non-GAAP measure that is defined as cash, cash equivalents and restricted cash plus short-term investments and certain long-term investments that may be liquidated within 90 days pursuant to the terms of existing put options or similar rights. HP’s management uses free cash flow and gross cash for the purpose of determining the amount of cash available for investment in HP’s businesses, repurchasing stock and other purposes. HP’s management also uses free cash flow and gross cash to evaluate HP’s historical and prospective liquidity. Because gross cash includes liquid assets that are not included in cash, cash equivalents and restricted cash, HP believes that gross cash provides a helpful assessment of HP’s liquidity. Because free cash flow includes net cash provided by (used in) operating activities adjusted for net investment in leases from integrated financing and net investments in property, plant, equipment and purchased intangible. HP believes that free cash flow provides a useful assessment of HP’s liquidity and capital resources. Net cash (debt) is defined as gross cash less gross debt after adjusting the effect of unamortized premium/discount on debt issuance, debt issuance costs and gains/losses on interest rate swaps.

    Key Growth Areas
    Key Growth Areas represent HP’s businesses which management expects to collectively grow at a rate faster than HP’s core business with accretive margins in the longer term. HP’s Key Growth Areas are comprised of:

    Hybrid Systems: Video conferencing solutions, cameras, headsets, voice, and related software capabilities

    Advanced Compute Solutions: Diverse portfolio encompassing high-performance computing, mobile and desktop workstations, retail workstations, retail solutions, and emerging technologies to address complex computational tasks, data-intensive applications, and evolving industry needs.

    AI PC: PCs, excluding Workstations, equipped with dedicated hardware components like Neural Processing Units (NPUs), are designed to facilitate and enhance the execution of AI and machine learning tasks.

    Workforce Solutions: Managed services (Managed Print Service and Device-as-a-Service), digital services and lifecycle services

    Consumer Subscriptions: Instant Ink services, other consumer subscriptions and consumer digital services

    Industrial Graphics: Large Format Industrial, Page Wide Press (PWP), Indigo and Page Wide Industrial packaging solutions and supplies

    3D & Personalization: Portfolio of additive manufacturing solutions and supplies including end-to-end solutions such as moulded fiber, footwear and orthotics

    Material limitations associated with use of non-GAAP financial measures
    These non-GAAP financial measures may have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of HP’s results as reported under GAAP. Some of the limitations in relying on these non-GAAP financial measures are:

    • Items such as amortization of intangible assets, though not directly affecting HP’s cash position, represent the loss in value of intangible assets over time. The expense associated with this change in value is not included in non-GAAP operating margin, non-GAAP net earnings and non-GAAP diluted net EPS, and therefore does not reflect the full economic effect of the change in value of those intangible assets.
    • Items such as restructuring and other charges, acquisition and divestiture charges, amortization of intangible assets are excluded from non-GAAP operating margin. In addition, non-operating retirement-related (credits)/charges, debt extinguishment costs (benefit) and tax adjustments are excluded from non-GAAP other income and expenses, non-GAAP tax rate, non-GAAP net earnings and non-GAAP diluted net EPS. These items can have a material impact on the equivalent GAAP earnings measure and cash flows.
    • HP may not be able to immediately liquidate the short-term and certain long-term investments included in gross cash, which may limit the usefulness of gross cash as a liquidity measure.

    Other companies may calculate the non-GAAP financial measures differently than HP, limiting the usefulness of those measures for comparative purposes.

    Compensation for limitations associated with use of non-GAAP financial measures
    HP accounts for the limitations on its use of non-GAAP financial measures by relying primarily on its GAAP results and using non-GAAP financial measures only supplementally. HP also provides reconciliations of each non-GAAP financial measure to its most directly comparable GAAP measure within this news release and in other written materials that include these non-GAAP financial measures, and HP encourages investors to review those reconciliations carefully.

    Usefulness of non-GAAP financial measures to investors
    HP believes that providing net revenue on a constant currency basis, non-GAAP total operating expense, non-GAAP operating profit, non-GAAP operating margin, non-GAAP other income and expenses, non-GAAP tax rate, non-GAAP net earnings, non-GAAP diluted net EPS, free cash flow, gross cash and net cash (debt) to investors in addition to the related GAAP financial measures provides investors with greater insight to the information used by HP’s management in its financial and operational decision making and allows investors to see HP’s results “through the eyes” of management. HP further believes that providing this information better enables HP’s investors to understand HP’s operating performance and financial condition and to evaluate the efficacy of the methodology and information used by HP’s management to evaluate and measure such performance and financial condition. Disclosure of these non-GAAP financial measures also facilitates comparisons of HP’s operating performance with the performance of other companies in HP’s industry that supplement their GAAP results with non-GAAP financial measures that may be calculated in a similar manner.

    The MIL Network –

  • MIL-OSI: Global Net Lease Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    –  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 annual 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 –

  • MIL-OSI: HCI Group Reports Fourth Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Fourth Quarter Pre-Tax Income of $5.9 million and Diluted EPS of $0.23
    Full Year 2024 Pre-Tax Income of $173.4 million and Diluted EPS of $8.89

    TAMPA, Fla., Feb. 27, 2025 (GLOBE NEWSWIRE) — HCI Group, Inc. (NYSE:HCI) reported pre-tax income of $5.9 million and net income of $4.1 million in the fourth quarter of 2024. Net income after noncontrolling interests was $2.6 million compared with $38.1 million in the fourth quarter of 2023. Diluted earnings per share were $0.23 in the fourth quarter of 2024, compared with $3.40 diluted earnings per share, in the fourth quarter of 2023.

    Adjusted net income (a non-GAAP measure which excludes net unrealized gains or losses on equity securities) for the fourth quarter of 2024 was $5.0 million, or $0.31 diluted earnings per share compared with adjusted net income of $38.8 million, or $3.22 diluted earnings per share, in the fourth quarter of 2023. This press release includes an explanation of adjusted net income as well as a reconciliation to net income and earnings per share calculated in accordance with generally accepted accounting principles (known as “GAAP”).

    Management Commentary
    “Even with the hurricanes in 2024, HCI Group is unwavering in its commitment to Florida and supporting our existing and new policyholders. As part of our ongoing efforts, we plan to keep rates flat for the foreseeable future,” said HCI Group Chairman and Chief Executive Officer Paresh Patel. “Given an increased level of catastrophe activity across the country, we are taking initial steps to make our best-in-class technology available to other carriers and in additional geographies.”

    Fourth Quarter 2024 Commentary
    Consolidated gross premiums earned in the fourth quarter increased by 38.0% to $297.5 million from $215.2 million in the fourth quarter of 2023 driven primarily by assumptions of policies from Citizens Property Insurance Corporation.

    Premiums ceded for reinsurance in the fourth quarter were $151.1 million compared with $66.6 million in the fourth quarter of 2023. The fourth quarter included the reversal of $50.6 million of previously accrued benefits related to retrospective reinsurance provisions as a result of losses caused by Hurricane Milton.

    Net investment income in the fourth quarter was $14.5 million compared with $10.3 million in the fourth quarter of 2023. The increase was primarily attributable to an increase in interest income from cash, cash equivalents and available-for-sale fixed maturity securities.

    Losses and loss adjustment expenses in the fourth quarter were $110.7 million compared with $65.4 million in the fourth quarter of 2023. Loss expenses in the fourth quarter of 2024 include a net loss of $78.0 million from Hurricane Milton, partially offset by $24.5 million of favorable development mostly related to the 2024 accident year.

    Policy acquisition and other underwriting expenses in the fourth quarter were $27.7 million compared with $22.7 million in the fourth quarter of 2023.

    General and administrative personnel expenses in the fourth quarter decreased to $10.2 million from $12.2 million in the fourth quarter of 2023. The decrease was attributable to lower stock-based compensation as well as higher reinsurance recoveries related to claims processing for Hurricane Milton.

    Full 2024 Results
    For the year ended December 31, 2024, the company reported pre-tax income of $173.4 million and net income of $127.6 million. Net income after noncontrolling interests was $110.0 million compared with $79.0 million for the year ended December 31, 2023. Diluted earnings per share were $8.89 for the year ended December 31, 2024, compared with $7.62 diluted earnings per share for the year ended December 31, 2023.

    Adjusted net income (a non-GAAP measure which excludes net unrealized gains or losses on equity securities) for the twelve month period was $125.6 million, or $8.75 diluted earnings per share compared with adjusted net income of $86.8 million, or $7.41 diluted earnings per share in the same period of 2023. An explanation of this non-GAAP financial measure and reconciliations to the applicable GAAP numbers accompany this press release.

    Consolidated gross premiums earned for the twelve months of 2024 increased by 41.5% to $1,083.2 million from $765.5 million in 2023 driven primarily by growth in Florida due to assumptions of policies from Citizens Property Insurance Corporation.

    Premiums ceded for reinsurance for the twelve months of 2024 were $405.7 million compared with $269.6 million for the twelve months of 2023. The twelve months of 2024 included the reversal of $62.9 million of previously accrued benefits related to retrospective reinsurance provisions as a result of losses caused by Hurricanes Helene and Milton.

    Net investment income for the twelve months of 2024 was $59.1 million compared with $46.2 million for the twelve months of 2023. The increase was primarily attributable to an increase in interest income from cash, cash equivalents, and available-for-sale fixed maturity securities, offset by a decrease in income from real estate investments.

    Losses and loss adjustment expenses for the twelve months of 2024 were $374.7 million compared with $254.6 million for the twelve months of 2023. Loss expense included $78.0 million from Hurricane Milton, $43.0 million from Hurricane Helene and $6.5 million from Hurricane Debby.

    Policy acquisition and other underwriting expenses for the twelve months of 2024 were $99.4 million compared with $90.8 million for the twelve months of 2023.

    General and administrative personnel expenses for the twelve months of 2024 increased to $63.2 million from $53.9 million for the twelve months of 2023.

    Conference Call
    HCI Group will hold a conference call later today, February 27, 2025, to discuss these financial results. Chairman and Chief Executive Officer Paresh Patel, Chief Operating Officer Karin Coleman and Chief Financial Officer Mark Harmsworth will host the call starting at 4:45 p.m. Eastern time.

    Interested parties can listen to the live presentation by dialing the listen-only number below or by clicking the webcast link available on the Investor Information section of the company’s website at www.hcigroup.com.

    Listen-only toll-free number: (888) 506-0062
    Listen-only international number: (973) 528-0011
    Entry Code: 835158

    Please call the conference telephone number 10 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at (949) 574-3860.

    A replay of the call will be available by telephone after 8:00 p.m. Eastern time on the same day as the call and via the Investor Information section of the HCI Group website at www.hcigroup.com through February 27, 2026.

    Toll-free replay number: (877) 481-4010
    International replay number: (919) 882-2331
    Replay ID: 51955

    About HCI Group, Inc.
    HCI Group, Inc. is a holding company with two distinct operating units. The first unit includes four top-performing insurance companies, a captive reinsurance company, and operations in claims management and real estate. The second unit, called Exzeo Group, is a leading innovator of insurance technology that utilizes advanced underwriting algorithms and data analytics. Exzeo empowers property and casualty insurers to transform underwriting outcomes and achieve industry-leading results.

    The company’s common shares trade on the New York Stock Exchange under the ticker symbol “HCI” and are included in the Russell 2000 and S&P SmallCap 600 Index. HCI Group, Inc. regularly publishes financial and other information in the Investor Information section of the company’s website. For more information about HCI Group and its subsidiaries, visit www.hcigroup.com.

    Forward-Looking Statements
    This news release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “confident,” “prospects” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to various risks and uncertainties. For example, the estimation of reserves for losses and loss adjustment expenses is an inherently imprecise process involving many assumptions and considerable management judgment. Some of these risks and uncertainties are identified in the company’s filings with the Securities and Exchange Commission. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the company’s business, financial condition and results of operations. HCI Group, Inc. disclaims all obligations to update any forward-looking statements.

    Company Contact:
    Bill Broomall, CFA
    Investor Relations
    HCI Group, Inc.
    Tel (813) 776-1012
    wbroomall@typtap.com

    Investor Relations Contact:
    Matt Glover
    Gateway Group, Inc.
    Tel (949) 574-3860
    HCI@gatewayir.com

    –    Tables to follow    –

     
    HCI GROUP, INC. AND SUBSIDIARIES
    Selected Financial Metrics
    (Dollar amounts in thousands, except per share amounts)
     
      Q4 2024     Q4 2023     FY 2024     FY 2023  
      (Unaudited)                    
    Insurance Operations                      
    Gross Written Premiums:                      
    Homeowners Choice $ 145,085     $ 182,038     $ 593,943     $ 535,070  
    TypTap Insurance Company   174,980       138,482       491,413       363,552  
    Condo Owners Reciprocal Exchange   14,435       –       81,411       –  
    Total Gross Written Premiums   334,500       320,520       1,166,767       898,622  
                           
    Gross Premiums Earned:                      
    Homeowners Choice   156,342       125,796       589,137       417,202  
    TypTap Insurance Company   123,807       89,394       442,876       348,310  
    Condo Owners Reciprocal Exchange   17,348       –       51,207       –  
    Total Gross Premiums Earned   297,497       215,190       1,083,220       765,512  
                           
    Gross Premiums Earned Loss Ratio   37.2 %     30.4 %     34.6 %     33.3 %
                           
    Per Share Metrics                      
    GAAP Diluted EPS $ 0.23     $ 3.40     $ 8.89     $ 7.62  
    Non-GAAP Adjusted Diluted EPS $ 0.31     $ 3.22     $ 6.33     $ 7.41  
                           
    Dividends per share $ 0.40     $ 0.40     $ 1.60     $ 1.60  
                           
    Book value per share at the end of period $ 42.10     $ 33.36     $ 42.10     $ 33.36  
                           
    Shares outstanding at the end of period   10,767,184       9,738,183       10,767,184       9,738,183  
                                   

       

    HCI GROUP, INC. AND SUBSIDIARIES
    Consolidated Balance Sheets  
    (Dollar amounts in thousands)
     
      December 31, 2024     December 31, 2023  
               
    Assets          
    Fixed-maturity securities, available for sale, at fair value (amortized cost: $719,536 and $387,687, respectively and allowance for credit losses: $0 and $0, respectively) $ 718,537     $ 383,238  
    Equity securities, at fair value (cost: $52,030 and $44,011, respectively)   56,200       45,537  
    Limited partnership investments   20,802       23,583  
    Real estate investments   79,120       67,893  
    Total investments   874,659       520,251  
               
    Cash and cash equivalents   532,471       536,478  
    Restricted cash   3,714       3,287  
    Receivable from maturities of fixed-maturity securities   —       91,085  
    Accrued interest and dividends receivable   6,008       3,507  
    Income taxes receivable   463       —  
    Deferred income taxes, net   72       512  
    Premiums receivable, net (allowance: $5,891 and $3,152, respectively)   50,582       38,037  
    Assumed premium receivable   —       19,954  
    Prepaid reinsurance premiums   92,060       86,232  
    Reinsurance recoverable, net of allowance for credit losses:          
    Paid losses and loss adjustment expenses (allowance: $0 and $0, respectively)   36,062       19,690  
    Unpaid losses and loss adjustment expenses (allowance: $186 and $118, respectively)   522,379       330,604  
    Deferred policy acquisition costs   54,303       42,910  
    Property and equipment, net   29,544       29,251  
    Right-of-use-assets – operating leases   1,182       1,407  
    Intangible assets, net   5,206       7,659  
    Funds withheld for assumed business   11,690       30,087  
    Other assets   9,818       50,365  
               
    Total assets $ 2,230,213     $ 1,811,316  
               
    Liabilities and Equity          
    Losses and loss adjustment expenses $ 845,900     $ 585,073  
    Unearned premiums   584,703       501,157  
    Advance premiums   18,867       15,895  
    Reinsurance payable on paid losses and loss adjustment expenses   2,496       3,145  
    Ceded reinsurance premiums payable   18,313       8,921  
    Assumed premiums payable   2,176       850  
    Accrued expenses   17,677       19,722  
    Income tax payable   5,451       7,702  
    Deferred income taxes, net   2,830       —  
    Revolving credit facility   44,000       —  
    Long-term debt   185,254       208,495  
    Lease liabilities – operating leases   1,185       1,408  
    Other liabilities   32,320       35,623  
               
    Total liabilities   1,761,172       1,387,991  
               
    Commitments and contingencies          
    Redeemable noncontrolling interest   1,691       96,160  
               
    Equity:          
    Common stock, (no par value, 40,000,000 shares authorized, 10,767,184 and 9,738,183 shares issued and outstanding in 2024 and 2023, respectively)   —       —  
    Additional paid-in capital   122,289       89,568  
    Retained income   331,793       238,438  
    Accumulated other comprehensive loss, net of taxes   (749 )     (3,163 )
    Total stockholders’ equity   453,333       324,843  
    Noncontrolling interests   14,017       2,322  
    Total equity   467,350       327,165  
               
    Total liabilities, redeemable noncontrolling interest, and equity $ 2,230,213     $ 1,811,316  
                   
    HCI GROUP, INC. AND SUBSIDIARIES
    Consolidated Statements of Income
    (Unaudited)
    (Dollar amounts in thousands, except per share amounts)
     
      Three Months Ended     Years Ended  
      December 31,     December 31,  
      2024     2023     2024     2023  
                           
    Revenue                      
                           
    Gross premiums earned $ 297,497     $ 215,190     $ 1,083,220     $ 765,512  
    Premiums ceded   (151,146 )     (66,576 )     (405,659 )     (269,627 )
                           
    Net premiums earned   146,351       148,614       677,561       495,885  
                           
    Net investment income   14,486       10,341       59,148       46,234  
    Net realized investment gains (losses)   326       (410 )     3,384       (1,996 )
    Net unrealized investment (losses) gains   (1,181 )     2,830       2,644       3,215  
    Policy fee income   1,302       1,053       4,639       4,704  
    Other   591       242       2,675       2,628  
                           
    Total revenue   161,875       162,670       750,051       550,670  
                           
    Expenses                      
                           
    Losses and loss adjustment expenses   110,727       65,398       374,708       254,579  
    Policy acquisition and other underwriting expenses   27,707       22,716       99,402       90,822  
    General and administrative personnel expenses   10,231       12,230       63,152       53,868  
    Interest expense   3,322       2,822       13,344       11,117  
    Other operating expenses   3,997       5,344       26,018       22,634  
                           
    Total expenses   155,984       108,510       576,624       433,020  
                           
    Income before income taxes   5,891       54,160       173,427       117,650  
                           
    Income tax expense   1,757       13,248       45,846       28,393  
                           
    Net income $ 4,134     $ 40,912     $ 127,581     $ 89,257  
    Net income attributable to redeemable noncontrolling interests   —       (2,360 )     (10,149 )     (9,370 )
    Net income attributable to noncontrolling interests   (1,550 )     (457 )     (7,479 )     (853 )
                           
    Net income after noncontrolling interests $ 2,584     $ 38,095     $ 109,953     $ 79,034  
                           
    Basic earnings per share $ 0.24     $ 4.31     $ 10.59     $ 9.13  
                           
    Diluted earnings per share $ 0.23     $ 3.40     $ 8.89     $ 7.62  
                           
    Dividends per share $ 0.40     $ 0.40     $ 1.60     $ 1.60  
                                   
    HCI GROUP, INC. AND SUBSIDIARIES
    (Amounts in thousands, except per share amounts)
     
    A summary of the numerator and denominator of basic and diluted earnings per common share calculated in accordance with GAAP is presented below.
     
      Three Months Ended     Year Ended  
    GAAP December 31, 2024     December 31, 2024  
      Income     Shares (a)     Per Share     Income     Shares (a)     Per Share  
      (Numerator)     (Denominator)     Amount     (Numerator)     (Denominator)     Amount  
    Net income $ 4,134                 $ 127,581              
    Less: Net income attributable to redeemable noncontrolling interest   —                   (10,149 )            
    Less: Net income attributable to noncontrolling interests   (1,550 )                 (7,479 )            
    Net income attributable to HCI   2,584                   109,953              
    Less: Income attributable to participating securities   (118 )                 (4,110 )            
    Basic Earnings Per Share:                                  
    Income allocated to common stockholders   2,466       10,143     $ 0.24       105,843       9,997     $ 10.59  
                                       
    Effect of Dilutive Securities: *                                  
    Stock options   —       323             —       294        
    Convertible senior notes   —       —             6,908       2,177        
    Warrants   —       143             —       218        
                                       
    Diluted Earnings Per Share:                                  
    Income available to common stockholders and assumed conversions $ 2,466       10,609     $ 0.23     $ 112,751       12,686     $ 8.89  
                                       
    (a) Shares in thousands.  
    *For the three months ended December 31, 2024, convertible senior notes were excluded due to anti-dilutive effect.  
       

    Non-GAAP Financial Measures

    Adjusted net income is a Non-GAAP financial measure that removes from net income of HCI’s portion of the effect of unrealized gains or losses on equity securities required to be included in results of operations in accordance with Accounting Standards Codification 321. HCI Group believes net income without the effect of volatility in equity prices more accurately depicts operating results. This financial measurement is not recognized in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should not be viewed as an alternative to GAAP measures of performance. A reconciliation of GAAP Net income to Non-GAAP Adjusted net income and GAAP diluted earnings per share to Non-GAAP Adjusted diluted earnings per share is provided below.

    Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income

      Three Months Ended
    		   Year Ended
      December 31, 2024
    		   December 31, 2024
    GAAP Net income         $ 4,134                 $ 127,581      
    Net unrealized investment losses (gains) $ 1,181                 $ (2,644 )            
    Less: Tax effect at 25.041% $ (296 )               $ 662              
    Net adjustment to Net income         $ 885                 $ (1,982 )    
    Non-GAAP Adjusted Net income         $ 5,019                 $ 125,599      
                                           
    HCI GROUP, INC. AND SUBSIDIARIES
    (Amounts in thousands, except per share amounts)
     
    A summary of the numerator and denominator of the basic and diluted earnings per common share calculated with the Non-GAAP financial measure Adjusted net income is presented below.
       
      Three Months Ended     Year Ended  
    Non-GAAP December 31, 2024     December 31, 2024  
      Income     Shares (a)     Per Share     Income     Shares (a)     Per Share  
      (Numerator)     (Denominator)     Amount     (Numerator)     (Denominator)     Amount  
    Adjusted net income (non-GAAP) $ 5,019                 $ 125,599              
    Less: Net income attributable to redeemable noncontrolling interest   –                 $ (10,149 )            
    Less: Net loss (income) attributable to noncontrolling interests   (1,550 )                 (7,281 )            
    Net income attributable to HCI   3,469                   108,169              
    Less: Income attributable to participating securities   (158 )                 (4,043 )            
                                       
    Basic Earnings Per Share before unrealized gains/losses on equity securities:                                  
    Income allocated to common stockholders   3,311       10,143     $ 0.33       104,126       9,997     $ 10.42  
                                       
    Effect of Dilutive Securities: *                                  
    Stock options   —       323             —       294        
    Convertible senior notes   —       —             6,908       2,177        
    Warrants   —       143             —       218        
                                       
    Diluted Earnings Per Share before unrealized gains/losses on equity securities:                                  
    Income available to common stockholders and assumed conversions $ 3,311       10,609     $ 0.31     $ 111,034       12,686     $ 8.75  
                                       
    (a) Shares in thousands.  
    *For the three months ended December 31, 2024, convertible senior notes were excluded due to anti-dilutive effect.  
       

    Reconciliation of GAAP Diluted EPS to Non-GAAP Adjusted Diluted EPS

      Three Months Ended
    		   Year Ended
      December 31, 2024
    		   December 31, 2024
    GAAP diluted Earnings Per Share       $ 0.23               $ 8.89      
    Net unrealized investment gains $ 0.10               $ (0.20 )          
    Less: Tax effect at 25.041% $ (0.02 )             $ 0.06            
    Net adjustment to GAAP diluted EPS         $ 0.08                 $ (0.14 )    
    Non-GAAP Adjusted diluted EPS         $ 0.31                 $ 8.75      

    The MIL Network –

  • MIL-OSI: Stifel Reports January 2025 Operating Data

    Source: GlobeNewswire (MIL-OSI)

    ST. LOUIS, Feb. 27, 2025 (GLOBE NEWSWIRE) — Stifel Financial Corp. (NYSE: SF) today reported selected operating results for January 31, 2025 in an effort to provide timely information to investors on certain key performance metrics. Due to the limited nature of this data, a consistent correlation to earnings should not be assumed.

    Ronald J. Kruszewski, Chairman and Chief Executive Officer, said, “In January, client assets under administration reached $510 billion and fee-based assets grew to $197 billion, marking a 14% and 18% increase year-on-year. This growth was driven by stronger markets and a solid recruiting pipeline. Additionally, client money market and insured products rose 7% from the same period last year but the expected seasonal decline in Sweep deposits resulted in a 4% decrease during January.”

    Selected Operating Data (Unaudited)
      As of   % Change
    (millions) 1/31/2025 1/31/2024 12/31/2024   1/31/2024 12/31/2024
    Total client assets $ 509,671   $ 446,724   $ 501,402       14 %   2 %
    Fee-based client assets $ 197,298   $ 166,682   $ 192,705       18 %   2 %
    Private Client Group fee-based client assets $ 172,468   $ 146,729   $ 168,206       18 %   3 %
    Bank loans, net (includes loans held for sale) $ 21,118   $ 19,525   $ 21,311       8 %   (1 )%
    Client money market and insured product (1) $ 27,936   $ 26,144   $ 29,029       7 %   (4 )%
                                     

    (1) Includes Smart Rate deposits, Sweep deposits, Third-party Bank Sweep Program, and Other Sweep cash.

    Company Information

    Stifel Financial Corp. (NYSE: SF) is a financial services holding company headquartered in St. Louis, Missouri, that conducts its banking, securities, and financial services business through several wholly owned subsidiaries. Stifel’s broker-dealer clients are served in the United States through Stifel, Nicolaus & Company, Incorporated, including its Eaton Partners and Miller Buckfire business divisions; Keefe, Bruyette & Woods, Inc.; and Stifel Independent Advisors, LLC; in Canada through Stifel Nicolaus Canada Inc.; and in the United Kingdom and Europe through Stifel Nicolaus Europe Limited. The Company’s broker-dealer affiliates provide securities brokerage, investment banking, trading, investment advisory, and related financial services to individual investors, professional money managers, businesses, and municipalities. Stifel Bank and Stifel Bank & Trust offer a full range of consumer and commercial lending solutions. Stifel Trust Company, N.A. and Stifel Trust Company Delaware, N.A. offer trust and related services. To learn more about Stifel, please visit the Company’s website at www.stifel.com. For global disclosures, please visit www.stifel.com/investor-relations/press-releases.

    Media Contact: Neil Shapiro (212) 271-3447 | Investor Contact: Joel Jeffrey (212) 271-3610 | www.stifel.com/investor-relations

    The MIL Network –

  • MIL-OSI: Compass Diversified Reports Fourth Quarter and Full Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    WESTPORT, Conn., Feb. 27, 2025 (GLOBE NEWSWIRE) — Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market branded consumer and industrial businesses, announced today its consolidated operating results for the three months and full year ended December 31, 2024.

    “In 2024, we once again delivered strong financial results, achieving double digit sales growth and over 30% growth in our Adjusted EBITDA for the full year,” said Elias Sabo, CEO of Compass Diversified. “In the fourth quarter, we saw both sales and earnings growth accelerate, driven by continued strong performance from our consumer businesses as well as improving performance in our industrial businesses. Our differentiated business model, strong operating companies, and permanent capital base position us to create long-term value for all stakeholders. I want to take this opportunity to thank the CODI team as well as our subsidiary management teams and employees for their hard work fostering innovation, driving exceptional results, and exceeding expectations.”

    Fourth Quarter 2024 – Financial Highlights (vs Q4 2023)

    • Net sales were $620.3 million, up 13.8%
      • Branded consumer net sales increased 15.2% to $403.0 million
      • Industrial net sales increased 11.4% to $217.2 million
    • Subsidiary Adjusted EBITDA, a non-GAAP financial measure, was $140.9 million, up 25%
      • Branded consumer Adjusted EBITDA increased 29.0%
      • Industrial Adjusted EBITDA increased 5.2%
    • Adjusted EBITDA, a non-GAAP financial measure, was $118.2 million, up 29.0%

    Recent Business Highlights

    • Sold Ergobaby for an enterprise value of $104 million on December 27, 2024
    • In Q4 2024 – raised ~$90 million via issuance of preferred shares
      • More than $115 million for full year 2024
      • Flexible, low-cost source of capital
    • In Q4 2024 – re-purchased more than 400,000 common shares
      • Average price of $23.19 per share
    • In January 2025 – raised $300 million in incremental term loan A
      • Initial funding of $200 million; additional $100 million available with six month delayed draw
      • Matures in July 2027, consistent with existing term loan A

    Fourth Quarter and Full Year 2024 Financial Results

    Net sales in the fourth quarter of 2024 were $620.3 million, up 13.8% compared to $544.9 million in the fourth quarter of 2023. For the full year 2024, net sales were $2.2 billion, up 11.9% compared to $2.0 billion a year ago. Growth was driven by the Company’s acquisition of The Honey Pot Co. in January 2024 and continued strong sales growth at Lugano and BOA. On a pro forma basis, assuming CODI had acquired The Honey Pot Co. on January 1, 2023, net sales were up 7% in the full year 2024.

    Branded consumer net sales increased 8% in the fourth quarter of 2024 to $403.0 million compared to the fourth quarter of 2023. On a pro forma basis, branded consumer net sales increased 10% to $1.5 billion in the full year 2024 compared to a year ago.

    Industrial net sales increased 11% in the fourth quarter of 2024 to $217.2 million compared to the fourth quarter of 2023 and remained relatively flat at $729.4 million in the full year 2024 compared to a year ago.

    Operating income for the fourth quarter of 2024 was $60.6 million compared to operating loss of $4.6 million in the fourth quarter of 2023. The increase was primarily due to a $56.8 million non-cash impairment expense associated with PrimaLoft in the fourth quarter of 2023. For the full year 2024, operating income increased 170% to $230.1 million compared to $85.2 million a year ago. The increase was due to an increase in net sales year-over-year, as well as non-cash impairment charges taken in 2023 of $89.4 million.

    Net income in the fourth quarter of 2024 was $23.8 million compared to net income of $139.4 million in the fourth quarter of 2023. For the full year 2024, net income was $47.4 million compared to $262.4 million a year ago. The decreases in net income were due primarily to the $179.5 million gain on the sale of Marucci Sports in November 2023 and the $98.0 million gain on the sale of Advanced Circuits in February 2023.

    Income from continuing operations in the fourth quarter of 2024 was $22.2 million compared to loss from continuing operations of $37.1 million in the fourth quarter of 2023. For the full year 2024, income from continuing operations was $42.3 million compared to loss from continuing operations of $44.8 million a year ago. The increases in net income from continuing operations were primarily due to the non-cash impairment expenses associated with PrimaLoft and Velocity Outdoor in 2023.

    Adjusted Earnings (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the fourth quarter of 2024 was $46.6 million compared to $34.7 million a year ago. For the full year 2024, Adjusted Earnings was $161.6 million compared to $101.2 million a year ago. CODI’s weighted average number of shares outstanding in the fourth quarter of 2024 was 75.51 million compared to 72.43 million in the prior year fourth quarter. For the full year 2024, CODI’s weighted average number of shares outstanding was 75.45 million compared to 72.11 million in 2023.

    Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) in the fourth quarter of 2024 was $118.2 million, up 29% compared to $91.6 million in the fourth quarter of 2023. For the full year 2024, Adjusted EBITDA was $424.8 million, up 30% compared to $326.5 million a year ago. The increases were primarily due to strong results at Lugano. Management fees incurred during the fourth quarter and full year were $19.5 million and $74.8 million, respectively.

    Liquidity and Capital Resources

    As of December 31, 2024, CODI had approximately $59.7 million in cash and cash equivalents, $113.5 million outstanding on its revolver, $375.0 million outstanding in term loans, $1.0 billion outstanding in 5.250% Senior Notes due 2029 and $300.0 million outstanding in 5.000% Senior Notes due 2032.

    As of December 31, 2024, the Company had no significant debt maturities until 2027 and had net borrowing availability of approximately $486.6 million under its revolving credit facility.

    Fourth Quarter 2024 Distributions

    On January 3, 2025, CODI’s Board of Directors (the “Board”) declared a fourth quarter distribution of $0.25 per share on the Company’s common shares. The cash distribution was paid on January 23, 2025, to all holders of record of common shares as of January 16, 2025.

    The Board also declared a quarterly distribution of $0.453125 per share on the Company’s 7.250% Series A Preferred Shares (the “Series A Preferred Shares”). The distribution on the Series A Preferred Shares covered the period from, and including, October 30, 2024, up to, but excluding, January 30, 2025. The cash distribution was paid on January 30, 2025, to all holders of record of Series A Preferred Shares as of January 15, 2025.

    The Board also declared a quarterly distribution of $0.4921875 per share on the Company’s 7.875% Series B Preferred Shares (the “Series B Preferred Shares”). The distribution on the Series B Preferred Shares covered the period from, and including, October 30, 2024, up to, but excluding, January 30, 2025. The cash distribution for such period was paid on January 30, 2025, to all holders of record of Series B Preferred Shares as of January 15, 2025.

    The Board also declared a quarterly distribution of $0.4921875 per share on the Company’s 7.875% Series C Preferred Shares (the “Series C Preferred Shares”). The distribution on the Series C Preferred Shares covered the period from, and including, October 30, 2024, up to, but excluding, January 30, 2025. The cash distribution was paid on January 30, 2025, to all holders of record of Series C Preferred Shares as of January 15, 2025.

    CODI expects all cash distributions paid in the 2024 taxable year to be qualified dividends (assuming requisite holding periods are met) since CODI’s earnings and profits in the 2024 taxable year are expected to exceed cash distributions.

    2025 Outlook

    For the full year 2025, CODI expects its current subsidiaries to produce consolidated Subsidiary Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) of between $570 million and $610 million. Of this range, CODI expects its branded consumer vertical to produce $440 million to $465 million and its industrial vertical to produce $130 million to $145 million. This estimate is based on the summation of the Company’s expectations for its current subsidiaries in 2025, and is absent additional acquisitions or divestitures, and excludes corporate expenses such as interest expense, management fees paid by CODI and corporate overhead.

    CODI further expects Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) including management fees and corporate expenses to be between $480 million and $520 million for the full year 2025.

    In addition, the Company expects to earn between $170 million and $190 million in Adjusted Earnings (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the full year 2025.

    In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, CODI has not reconciled 2025 consolidated Subsidiary Adjusted EBITDA, 2025 Adjusted EBITDA or 2025 Adjusted Earnings to their comparable GAAP measure because it does not provide guidance on Income (Loss) from Continuing Operations or Net Income (Loss) or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. For the same reasons, CODI is unable to address the probable significance of the unavailable information, which could be material to future results.

    Conference Call

    Management will host a conference call on Thursday, February 27, 2025, at 5:00 p.m. E.T. / 2:00 p.m. P.T. with the Company’s Chief Executive Officer, Elias Sabo, the Company’s Chief Financial Officer, Stephen Keller, and Pat Maciariello, the Chief Operating Officer of Compass Group Management. A live webcast of the call will be available on the Investor Relations section of CODI’s website. To access the call by phone, please go to this link (registration link) and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call 15 minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time on the Company’s website.

    Note Regarding Use of Non-GAAP Financial Measures

    Adjusted EBITDA and Adjusted Earnings are non-GAAP measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Income (Loss) from Continuing Operations and Adjusted Earnings to Net Income (Loss) on the attached schedules. We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings. We believe that Adjusted EBITDA and Adjusted Earnings provides useful information to investors and reflect important financial measures as each excludes the effects of items which reflect the impact of long-term investment decisions, rather than the performance of near-term operations. When compared to Net Income (Loss) and Income (Loss) from Continuing Operations, Adjusted Earnings and Adjusted EBITDA, respectively, are each limited in that they do not reflect the periodic costs of certain capital assets used in generating revenues of our businesses or the non-cash charges associated with impairments, as well as certain cash charges. The presentation of Adjusted EBITDA allows investors to view the performance of our businesses in a manner similar to the methods used by us and the management of our businesses, provides additional insight into our operating results and provides a measure for evaluating targeted businesses for acquisition. The presentation of Adjusted Earnings provides insight into our operating results.

    Pro forma net sales is defined as net sales including the historical net sales relating to the pre-acquisition periods of The Honey Pot Co., assuming that the Company acquired The Honey Pot Co. on January 1, 2023. We have reconciled pro forma net sales to net sales, the most directly comparable GAAP financial measure, on the attached schedules. We believe that pro forma net sales is useful information for investors as it provides a better understanding of sales performance, and relative changes thereto, on a comparable basis. Pro forma net sales is not necessarily indicative of what the actual results would have been if the acquisition had in fact occurred on the date or for the periods indicated nor does it purport to project net sales for any future periods or as of any date.

    In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2025 consolidated Subsidiary Adjusted EBITDA, 2025 Adjusted EBITDA or 2025 Adjusted Earnings to their comparable GAAP measures because we do not provide guidance on Net Income (Loss) from Continuing Operations or Net Income (Loss) or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.

    Adjusted EBITDA, Adjusted Earnings and pro forma net sales are not meant to be a substitute for GAAP measures and may be different from or otherwise inconsistent with non-GAAP financial measures used by other companies.

    About Compass Diversified

    Since its IPO in 2006, CODI has consistently executed its strategy of owning and managing a diverse set of highly defensible, middle-market businesses across the branded consumer, industrial, healthcare, and critical outsourced services sectors. The Company leverages its permanent capital base, long-term disciplined approach, and actionable expertise to maintain controlling ownership interests in each of its subsidiaries, maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and has consistently generated strong returns through its culture of transparency, alignment and accountability. For more information, please visit compassdiversified.com.

    Forward Looking Statements

    Certain statements in this press release may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements as to our future performance or liquidity, such as expectations regarding our results of operations and financial condition, our 2025 consolidated Subsidiary Adjusted EBITDA, our 2025 Adjusted EBITDA, our 2025 Adjusted Earnings, our pending acquisitions and divestitures, and other statements with regard to the future performance of CODI. We may use words such as “plans,” “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “seek,” “look,” and similar expressions to identify forward-looking statements. The forward-looking statements contained in this press release involve risks and uncertainties. Actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in CODI’s annual report on Form 10-K for the year ended December 31, 2024 and its quarterly reports on Form 10-Q. Other factors that could cause actual results to differ materially include: changes in the economy, financial markets and political environment, including changes in inflation, interest rates and U.S. tariff and import/export regulations; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, war, natural disasters, social, civil and political unrest or the COVID-19 pandemic; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); environmental risks affecting the business or operations of our subsidiaries; disruption in the global supply chain, labor shortages and high labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to successfully complete and integrate, acquisitions that we may make; the ability to successfully complete when we’ve executed divestitures agreements; the dependence of our future success on the general economy and its impact on the industries in which we operate; the ability of our subsidiaries to achieve their objectives; the adequacy of our cash resources and working capital; the timing of cash flows, if any, from the operations of our subsidiaries; and other considerations that may be disclosed from time to time in CODI’s publicly disseminated documents and filings. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. Although, except as required by law, CODI undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that CODI may make directly to you or through reports that it in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

    Investor Relations

    Compass Diversified
    irinquiry@compassdiversified.com

    Gateway Group
    Cody Slach
    949.574.3860
    CODI@gateway-grp.com

    Media Relations
    Compass Diversified
    mediainquiry@compassdiversified.com

    The IGB Group        
    Leon Berman
    212-477-8438
    lberman@igbir.com

    Compass Diversified Holdings
    Condensed Consolidated Balance Sheets
           
    (in thousands) December 31, 2024   December 31, 2023
           
    Assets      
    Current assets      
    Cash and cash equivalents $ 59,727   $ 446,684
    Accounts receivable, net   444,386     308,183
    Inventories, net   962,408     723,194
    Prepaid expenses and other current assets   101,129     88,844
    Current assets of discontinued operations   —     36,915
    Total current assets   1,567,650     1,603,820
    Property, plant and equipment, net   244,746     191,283
    Goodwill   982,253     859,907
    Intangible assets, net   1,049,186     879,078
    Other non-current assets   208,587     195,010
    Non-current assets of discontinued operations   —     87,883
    Total assets $ 4,052,422   $ 3,816,981
           
    Liabilities and stockholders’ equity      
    Current liabilities      
    Accounts payable $ 104,304   $ 91,089
    Accrued expenses   197,829     151,443
    Due to related parties   18,036     16,025
    Current portion, long-term debt   15,000     10,000
    Other current liabilities   49,617     34,812
    Current liabilities of discontinued operations   —     8,986
    Total current liabilities   384,786     312,355
    Deferred income taxes   119,948     118,882
    Long-term debt   1,759,290     1,661,879
    Other non-current liabilities   225,334     203,207
    Non-current liabilities of discontinued operations   —     1,277
    Total liabilities   2,489,358     2,297,600
    Stockholders’ equity      
    Total stockholders’ equity attributable to Holdings   1,296,793     1,326,750
    Noncontrolling interest   266,271     175,875
    Noncontrolling interest of discontinued operations   —     16,756
    Total stockholders’ equity   1,563,064     1,519,381
    Total liabilities and stockholders’ equity $ 4,052,422   $ 3,816,981
           
    Compass Diversified Holdings
    Consolidated Statements of Operations
            
      Three months ended December 31,   Year ended December 31,
    (in thousands, except per share data)   2024       2023       2024       2023  
    Net revenues $ 620,255     $ 544,915     $ 2,198,233     $ 1,965,017  
    Cost of revenues   349,238       312,972       1,197,873       1,132,014  
    Gross profit   271,017       231,943       1,000,360       833,003  
    Operating expenses:              
    Selling, general and administrative expense   166,256       140,831       587,520       502,013  
    Management fees   19,453       16,784       74,767       67,945  
    Amortization expense   24,735       22,088       99,760       88,396  
    Impairment expense   —       56,832       8,182       89,400  
    Operating income (loss)   60,573       (4,592 )     230,131       85,249  
    Other income (expense):              
    Interest expense, net   (29,189 )     (24,827 )     (106,683 )     (105,179 )
    Amortization of debt issuance costs   (1,004 )     (1,004 )     (4,018 )     (4,038 )
    Gain (loss) on sale of Crosman   —           (24,218 )     —  
    Other income (expense), net   412       (350 )     (3,902 )     1,779  
    Net income (loss) before income taxes   30,792       (30,773 )     91,310       (22,189 )
    Provision for income taxes   8,567       6,290       49,012       22,639  
    Income (loss) from continuing operations   22,225       (37,063 )     42,298       (44,828 )
    Income (loss) from discontinued operations, net of income tax   (7,006 )     (3,026 )     (6,905 )     24,208  
    Gain on sale of discontinued operations   8,612       179,530       11,957       283,025  
    Net income   23,831       139,441       47,350       262,405  
    Less: Net income (loss) attributable to noncontrolling interest   13,631       2,828       37,426       16,423  
    Less: Net income (loss) from discontinued operations attributable to noncontrolling interest   (1,721 )     (824 )     (2,884 )     (304 )
    Net income attributable to Holdings $ 11,921     $ 137,437     $ 12,808     $ 246,286  
                   
    Basic income (loss) per common share attributable to Holdings              
    Continuing operations $ (0.10 )   $ (0.75 )   $ (1.25 )   $ (1.81 )
    Discontinued operations   0.04       2.45       0.11       4.27  
      $ (0.06 )   $ 1.70     $ (1.14 )   $ 2.46  
                   
    Basic weighted average number of common shares outstanding   75,505       72,429       75,454       72,105  
                   
    Cash distributions declared per Trust common share $ 0.25     $ 0.25     $ 1.00     $ 1.00  
                                   
    Compass Diversified Holdings
    Net Income to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA – 2024
    (Unaudited)
           
      Three months ended   Year ended
    (in thousands) March 31, 2024   June 30, 2024   September 30, 2024   December 31, 2024   December 31, 2024
    Net income (loss) $ 5,781     $ (13,723 )   $ 31,461     $ 23,831     $ 47,350  
    Income (loss) from discontinued operations, net of tax   317       872       (1,088 )     (7,006 )     (6,905 )
    Gain on sale of discontinued operations, net of tax   3,345       —       —       8,612       11,957  
    Net income (loss) from continuing operations $ 2,119     $ (14,595 )   $ 32,549     $ 22,225     $ 42,298  
    Less: income from continuing operations attributable to noncontrolling interest   7,765       6,041       9,989       13,631       37,426  
    Net income (loss) attributable to Holdings – continuing operations $ (5,646 )   $ (20,636 )   $ 22,560     $ 8,594     $ 4,872  
    Adjustments:                                      
    Distributions paid – preferred shares   (6,045 )     (6,101 )     (6,345 )     (6,967 )     (25,458 )
    Amortization expense – intangible assets and inventory step-up   27,116       26,642       24,956       26,341       105,055  
    Impairment expense   8,182       —       —       —       8,182  
    Loss (gain) on sale of Crosman   —       24,606       (388 )     —       24,218  
    Tax effect – loss on sale of Crosman   —       7,254       —       —       7,254  
    Non-controlling shareholder compensation   4,071       3,680       4,537       4,057       16,345  
    Acquisition expense   3,479       —       —       1,872       5,351  
    Integration services fee   —       875       875       875       2,625  
    Other   274       130       964       11,820       13,188  
    Adjusted earnings $ 31,431     $ 36,450     $ 47,159     $ 46,592     $ 161,632  
    Plus (less):                                      
    Depreciation expense   10,730       10,339       10,180       12,642       43,891  
    Income tax provision   9,996       19,830       10,619       8,567       49,012  
    Interest expense   23,575       26,561       27,358       29,189       106,683  
    Amortization of debt issuance costs   1,005       1,004       1,005       1,004       4,018  
    Income from continuing operations attributable to noncontrolling interest   7,765       6,041       9,989       13,631       37,426  
    Tax effect – loss on sale of Crosman   —       (7,254 )     —       —       (7,254 )
    Preferred distributions   6,045       6,101       6,345       6,967       25,458  
    Other   2,879       1,375       60       (412 )     3,902  
    Adjusted EBITDA $ 93,426     $ 100,447     $ 112,715     $ 118,180     $ 424,768  
                                           
    Compass Diversified Holdings
    Net Income (Loss) to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA – 2023
    (Unaudited)
                       
      Three months ended   Year ended
    (in thousands) March 31, 2023   June 30, 2023   September 30, 2023   December 31, 2023   December 31, 2023
    Net income (loss) $ 109,601     $ 17,123     $ (3,760 )   $ 139,441     $ 262,405  
    Income (loss) from discontinued options, net of tax   10,939       5,437       10,858       (3,026 )     24,208  
    Gain on sale of discontinued operations, net of tax   97,989       4,232       1,274       179,530       283,025  
    Net income (loss) from continuing operations $ 673     $ 7,454     $ (15,892 )   $ (37,063 )   $ (44,828 )
    Less: income (loss) from continuing operations attributable to noncontrolling interest   4,398       3,428       5,769       2,828       16,423  
    Net income (loss) attributable to Holdings – continuing operations $ (3,725 )   $ 4,026     $ (21,661 )   $ (39,891 )   $ (61,251 )
    Adjustments:                  
    Distributions paid – preferred shares   (6,045 )     (6,046 )     (6,045 )     (6,045 )     (24,181 )
    Amortization expense – intangible assets and inventory step-up   23,283       22,111       22,090       22,088       89,572  
    Impairment expense   —       —       32,568       56,832       89,400  
    Tax effect – impairment expense   —       —       (4,308 )     978       (3,330 )
    Non-controlling interest – impairment expense   —       —       —       (5,382 )     (5,382 )
    Non-controlling shareholder compensation   1,329       2,895       2,438       2,789       9,451  
    Integration services fee   1,187       1,188           —       2,375  
    Other   432       348       349       3,377       4,506  
    Adjusted earnings $ 16,461     $ 24,522     $ 25,431     $ 34,746     $ 101,160  
    Plus (less):                  
    Depreciation expense   11,006       11,958       11,853       11,142       45,959  
    Income tax provision   7,471       4,421       4,457       6,290       22,639  
    Interest expense   26,180       26,613       27,559       24,828       105,180  
    Amortization of debt issuance costs   1,005       1,024       1,005       1,004       4,038  
    Income from continuing operations attributable to noncontrolling interest   4,398       3,428       5,769       2,828       16,423  
    Tax effect – impairment expense   —       —       4,308       (978 )     3,330  
    Non-controlling interest – impairment expense   —       —       —       5,382       5,382  
    Distributions paid – preferred shares   6,045       6,046       6,045       6,045       24,181  
    Other   (1,160 )     75       (1,044 )     349       (1,780 )
    Adjusted EBITDA $ 71,406     $ 78,087     $ 85,383     $ 91,636     $ 326,512  
                                           
    Compass Diversified Holdings
    Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
    Three Months Ended December 31, 2024
    (Unaudited)
                                                 
    (in thousands)   Corporate     5.11     BOA   Lugano   PrimaLoft   THP   Velocity Outdoor   Altor Solutions   Arnold   Sterno   Consolidated
    Net income (loss) from continuing operations   $ (8,045 )   $ 2,040     $ 4,543     $ 35,133   $ (5,314 )   $ (1,997 )   $ (1,483 )   $ (441 )   $ (9,138 )   $ 6,927     $ 22,225  
    Adjusted for:                                            
    Provision (benefit) for income taxes     (2,095 )     (266 )     1,042       11,294     (2,010 )     (305 )     (264 )     (912 )     (196 )     2,280       8,568  
    Interest expense, net     29,134       (11 )     (5 )     —     (55 )     (24 )     (1 )     —       151       —       29,189  
    Intercompany interest     (41,740 )     3,252       4,409       15,596     4,390       2,725       1,635       5,159       1,808       2,766       —  
    Depreciation and amortization     51       5,536       5,343       2,763     5,331       4,163       1,363       9,303       2,511       3,623       39,987  
    EBITDA     (22,695 )     10,551       15,332       64,786     2,342       4,562       1,250       13,109       (4,864 )     15,596       99,969  
    Other (income) expense     —       (46 )     489       280     176       8       (1,177 )     24       —       (167 )     (413 )
    Non-controlling shareholder compensation     —       499       1,331       775     559       517       (153 )     247       5       277       4,057  
    Acquisition expenses     —       —       —       —     —       —       —       1,872       —       —       1,872  
    Integration services fee     —       —       —       —     —       875       —       —       —       —       875  
    Other     —       —       —       —     —       —       1,500       696       9,546       78       11,820  
    Adjusted EBITDA   $ (22,695 )   $ 11,004     $ 17,152     $ 65,841   $ 3,077     $ 5,962     $ 1,420     $ 15,948     $ 4,687     $ 15,784     $ 118,180  
                                                                                           
    Compass Diversified Holdings
    Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
    Three Months Ended December 31, 2023
    (Unaudited)
                                           
    (in thousands) Corporate     5.11     BOA   Lugano   PrimaLoft   Velocity Outdoor   Altor Solutions   Arnold   Sterno   Consolidated
    Net income (loss) from continuing operations $ (12,982 )   $ 9,840     $ 1,345     $ 20,847     $ (64,383 )   $ (3,183 )   $ 4,260   $ 3,523     $ 3,670     $ (37,063 )
    Adjusted for:                                      
    Provision (benefit) for income taxes   301       1,004       639       4,293       (2,549 )     289       1,797     921       (406 )     6,289  
    Interest expense, net   24,732       (4 )     (9 )     —       (2 )     120       —     (11 )     —       24,826  
    Intercompany interest   (33,291 )     4,546       2,548       10,177       4,780       3,440       2,303     1,728       3,769       —  
    Depreciation and amortization   366       6,143       5,496       2,258       5,394       3,259       4,183     2,193       4,943       34,235  
    EBITDA   (20,874 )     21,529       10,019       37,575       (56,760 )     3,925       12,543     8,354       11,976       28,287  
    Other (income) expense   (1 ) —   (412 ) —   (19 )     (75 )     (66 )     (31 )     1,239     (4 )     (280 )     351  
    Non-controlling shareholder compensation   —       203       950       162       761       228       186     1       298       2,789  
    Impairment expense   —       —       —       —       57,810       (978 )     —     —       —       56,832  
    Other   —       —       3,072       —       —       —       —     —       305       3,377  
    Adjusted EBITDA $ (20,875 )   $ 21,320     $ 14,022     $ 37,662     $ 1,745     $ 3,144     $ 13,968   $ 8,351     $ 12,299     $ 91,636  
                                           
    Compass Diversified Holdings
    Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
    Year ended December 31, 2024
    (Unaudited)
                                                 
    (in thousands)   Corporate     5.11     BOA   Lugano   PrimaLoft   THP   Velocity Outdoor   Altor Solutions   Arnold   Sterno   Consolidated
    Net income (loss) from continuing operations   $ (35,634 )   $ 20,634     $ 20,791     $ 94,390   $ (10,575 )   $ (9,761 )   $ (54,851 )   $ 5,635   $ (2,969 )   $ 14,638     $ 42,298
    Adjusted for:                                            
    Provision (benefit) for income taxes     (2,095 )     4,526       4,962       31,304     (3,741 )     (2,894 )     6,810       2,280     2,986       4,874       49,012
    Interest expense, net     106,414       (14 )     (21 )     3     (70 )     (52 )     52       —     371       —       106,683
    Intercompany interest     (157,585 )     13,366       20,125       56,013     17,916       10,552       9,255       10,771     7,121       12,466       —
    Depreciation and amortization     677       22,734       21,594       10,334     21,318       18,974       8,042       21,553     9,265       18,473       152,964
    EBITDA     (88,223 )     61,246       67,451       192,044     24,848       16,819       (30,692 )     40,239     16,774       50,451       350,957
    Other (income) expense     462       40       511       219     181       3       24,557       2,746     (9 )     (590 )     28,120
    Non-controlling shareholder compensation     —       2,129       5,683       2,437     2,382       1,674       403       988     18       631       16,345
    Impairment expense     —       —       —       —     —           8,182       —     —       —       8,182
    Acquisition expenses     —       —       —       —     —       3,479       —       1,872     —       —       5,351
    Integration services fee     —       —       —       —     —       2,625       —       —     —       —       2,625
    Other     —       —       —       —     —       90       1,500       696     10,426       476       13,188
    Adjusted EBITDA   $ (87,761 )   $ 63,415     $ 73,645     $ 194,700   $ 27,411     $ 24,690     $ 3,950     $ 46,541   $ 27,209     $ 50,968     $ 424,768
                                                                                       
    Compass Diversified Holdings
    Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
    Year ended December 31, 2023
    (Unaudited)
                                           
    (in thousands) Corporate     5.11     BOA   Lugano   PrimaLoft   Velocity Outdoor   Altor Solutions   Arnold   Sterno   Consolidated
    Net income (loss) from continuing operations $ (60,454 )   $ 21,690     $ 16,496     $ 52,315     $ (69,883 )   $ (40,045 )   $ 16,504   $ 10,434     $ 8,115     $ (44,828 )
    Adjusted for:                                      
    Provision (benefit) for income taxes   301       4,994       2,863       14,589       (5,673 )     (5,616 )     5,890     4,185       1,106       22,639  
    Interest expense, net   104,855       (8 )     (18 )     4       (11 )     352       —     5       —       105,179  
    Intercompany interest   (126,240 )     20,244       7,580       32,837       18,123       13,510       10,486     6,806       16,654       —  
    Depreciation and amortization   1,498       26,009       22,932       9,229       21,478       13,282       16,741     8,441       19,959       139,569  
    EBITDA   (80,040 )     72,929       49,853       108,974       (35,966 )     (18,517 )     49,621     29,871       45,834       222,559  
    Other (income) expense   (128 )     (515 )     98       (80 )     62       (1,210 )     1,440     (5 )     (1,441 )     (1,779 )
    Non-controlling shareholder compensation   —       1,191       3,019       1,474       980       914       986     27       860       9,451  
    Impairment expense   —       —       —       —       57,810       31,590       —     —       —       89,400  
    Integration services fee   —       —       —       —       2,375       —       —     —       —       2,375  
    Other   —       —       3,072       —       —       —       —     —       1,434       4,506  
    Adjusted EBITDA $ (80,168 )   $ 73,605     $ 56,042     $ 110,368     $ 25,261     $ 12,777     $ 52,047   $ 29,893     $ 46,687     $ 326,512  
                                                                                 
    Compass Diversified Holdings
    Adjusted EBITDA
    (Unaudited)
                     
        Three months ended December 31,   Year ended December 31,
    (in thousands)     2024       2023       2024       2023  
                     
    Branded Consumer                
    5.11   $ 11,004     $ 21,320     $ 63,415     $ 73,605  
    BOA     17,152       14,022       73,645       56,042  
    Lugano     65,841       37,662       194,700       110,368  
    PrimaLoft     3,077       1,745       27,411       25,261  
    The Honey Pot Co. (1)     5,962       —       24,690       —  
    Velocity Outdoor     1,420       3,144       3,950       12,777  
    Total Branded Consumer   $ 104,456     $ 77,893     $ 387,811     $ 278,053  
                     
    Industrial                
    Altor Solutions   $ 15,948     $ 13,968     $ 46,541     $ 52,047  
    Arnold Magnetics     4,687       8,351       27,209       29,893  
    Sterno     15,784       12,299       50,968       46,687  
    Total Industrial   $ 36,419     $ 34,618     $ 124,718     $ 128,627  
    Corporate expense     (22,695 )     (20,874 )     (87,761 )     (80,168 )
    Total Adjusted EBITDA   $ 118,180     $ 91,637     $ 424,768     $ 326,512  
                                     
    (1 )   The above results for The Honey Pot Co. do not include management’s estimate of Adjusted EBITDA, before the Company’s ownership of $3.9 million for the year ended December 31, 2024, and $7.8 million and $28.7 million, respectively, for the three months and year ended December 31, 2023. The Honey Pot Co. was acquired on January 31, 2024.
         
    Compass Diversified Holdings
    Net Sales to Pro Forma Net Sales Reconciliation
    (unaudited)
             
        Three months ended December 31,   Year ended December 31,
    (in thousands)     2024     2023     2024     2023
                     
    Net Sales   $ 620,255   $ 544,915   $ 2,198,233   $ 1,965,017
    Acquisitions (1)     —     24,905     10,671     107,311
    Pro Forma Net Sales   $ 620,255   $ 569,820   $ 2,208,904   $ 2,072,328
                             
    (1 )   Acquisitions reflects the net sales for The Honey Pot Co. on a proforma basis as if we had acquired this business on January 1, 2023.
         
    Compass Diversified Holdings
    Subsidiary Pro Forma Net Sales
    (unaudited)
                 
        Three months ended December 31,   Year ended December 31,
    (in thousands)     2024     2023     2024     2023
                     
    Branded Consumer                
    5.11   $ 144,768   $ 147,394   $ 532,161   $ 533,089
    BOA     48,141     42,435     190,811     155,825
    Lugano     149,685     104,750     470,666     308,321
    PrimaLoft     12,708     9,434     74,226     67,053
    The Honey Pot (1)     28,697     24,905     115,260     107,311
    Velocity Outdoor     19,008     45,842     96,427     172,190
    Total Branded Consumer   $ 403,007   $ 374,760   $ 1,479,551   $ 1,343,789
                     
    Industrial                
    Altor Solutions     81,322     56,417     239,068     238,030
    Arnold Magnetics     41,292     44,632     171,837     166,679
    Sterno     94,634     94,011     318,448     323,830
    Total Industrial   $ 217,248   $ 195,060   $ 729,353   $ 728,539
                     
    Total Subsidiary Net Sales   $ 620,255   $ 569,820   $ 2,208,904   $ 2,072,328
                             
    (1 )   Net sales for The Honey Pot are pro forma as if we had acquired this business on January 1, 2023.
         


    Compass Diversified Holdings
    Condensed Consolidated Cash Flows

        Three months ended December 31,   Year ended December 31,
    (in thousands)     2024       2023       2024       2023  
                     
    Net cash provided by (used in) operating activities   $ 9,974     $ 21,128     $ (67,636 )   $ 78,080  
    Net cash provided by (used in) investing activities     (70,199 )     466,213       (422,450 )     570,503  
    Net cash provided by (used in) financing activities     49,732       (102,236 )     100,614       (260,163 )
    Foreign currency impact on cash     (1,727 )     636       (1,278 )     786  
    Net increase (decrease) in cash and cash equivalents     (12,220 )     385,741       (390,750 )     389,206  
    Cash and cash equivalents – beginning of the period(1)     71,947       64,736       450,477       61,271  
    Cash and cash equivalents – end of the period   $ 59,727     $ 450,477     $ 59,727     $ 450,477  
                                     
    (1 )   Includes cash from discontinued operations of $3.8 million at January 1, 2024 and $8.5 million at January 1, 2023.
         
    Compass Diversified Holding
    Selected Financial Data – Cash Flows
                     
        Three months ended December 31,   Year ended December 31,
    (in thousands)     2024       2023       2024       2023  
                     
    Changes in operating assets and liabilities   $         (37,286 )   $         (24,390 )   $         (292,884 )   $         (160,281 )
    Purchases of property and equipment   $         (22,858 )   $         (17,239 )   $         (56,701 )   $         (55,016 )
    Distributions paid – common shares   $         (18,913 )   $         (17,955 )   $         (75,490 )   $         (71,967 )
    Distributions paid – preferred shares   $         (6,967 )   $         (6,045 )   $         (25,458 )   $         (24,181 )

    The MIL Network –

  • MIL-OSI: Chris Kendall Appointed to Range Resources Board of Directors

    Source: GlobeNewswire (MIL-OSI)

    FORT WORTH, Texas, Feb. 27, 2025 (GLOBE NEWSWIRE) — RANGE RESOURCES CORPORATION (NYSE: RRC) today announced the appointment of Christian S. (Chris) Kendall to its Board of Directors. Mr. Kendall’s appointment is effective February 27 and he will serve on Range’s Governance and Nominating and ESG and Safety Committees.

    Mr. Kendall has more than 30 years of experience in the oil and gas industry, most recently as director, President, and Chief Executive Officer of Denbury Inc. prior to its acquisition by Exxon Mobil Corporation in November 2023.

    Range Chairman, Greg Maxwell, stated, “Chris brings a wealth of technical expertise and a proven record of success as an executive in the energy sector. We are confident Chris’s extensive background in the industry will benefit the Company as we continue strategically developing our extensive Marcellus Shale position and translating that into shareholder value.”

    Prior to joining Denbury, Mr. Kendall was with Noble Energy, serving as the Senior Vice President, Global Operations Services. During his 14-year tenure at Noble Energy, Mr. Kendall held several international and domestic leadership roles. Mr. Kendall began his energy career at Mobil Corporation in 1989.

    Mr. Kendall earned Bachelor of Science in Engineering, Civil Specialty from the Colorado School of Mines and graduated from Harvard Business School’s Advanced Management Program. 

    Mr. Kendall currently serves as a director of NOV Inc. and California Resources Corporation, including its subsidiary, Carbon TerraVault.

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

    Range Investor Contact:
    Laith Sando, SVP – Corporate Strategy & Investor Relations
    817-869-4267
    lsando@rangeresources.com

    Range Media Contact:
    Mark Windle, Director of Corporate Communications
    724-873-3223
    mwindle@rangeresources.com

    The MIL Network –

  • MIL-OSI: Diversified Closes Summit Natural Resources Acquisition and Tenth Asset Backed Securitization Issuance

    Source: GlobeNewswire (MIL-OSI)

    Bolt-on Acquisition Increases Coal Mine Methane Environmental Credit Cash Flow, Expands Midstream Infrastructure, and Enhances Southern Appalachia Prices

    Strategic Refinance Incorporates 40% Improvement in Cash Flow from New Hedges and an Innovative Master Trust Structure

    Solidifies Diversified as the Leading Issuer of Oil & Gas Securitizations

    BIRMINGHAM, Ala., Feb. 27, 2025 (GLOBE NEWSWIRE) — Diversified Energy Company PLC (LSE:DEC; NYSE:DEC) (“Diversified” or the “Company”) announces the close of its previously announced acquisition of operated natural gas properties and related midstream pipeline infrastructure located within Virginia, West Virginia, and Alabama (the “Assets”) from Summit Natural Resources (the “Seller”) (together with the assets, the “Acquisition”).

    Additionally, the Company closed on an asset backed securitization (“ABS”) refinancing, creating the ABS X note. Diversified will use the proceeds from the ABS transaction to consolidate and repay the outstanding principal of the previously issued ABS I, ABS II and Term Loan I, utilizing those assets plus additional Summit Natural Resources assets as collateral in the new structure. The ABS transaction will also benefit from an improved hedging profile, creating enhanced margins and cash flows. Additional proceeds from this refinancing will be used to reduce outstanding borrowings and for general corporate purposes.

    Acquisition Highlights

    • Acquisition net purchase price of ~$42 million
    • Current net production of ~12 MMcfepd (2 Mboepd)(a)
    • PDP Reserves of 65 Bcfe (11 MMBoe) with PV-10 of ~$55 million(b)
      • Purchase price equivalent of ~PV-16(b)
    • Estimated 2025 Adjusted EBITDA of ~$12 million(b)(c)
    • Existing Coal Mine Methane (“CMM”) volumes with opportunities to extend future production and additional environmental credits
    • Appalachian assets overlap existing operations providing synergies for increased cash margins
    • Strategic midstream pipeline assets facilitate capability to enhance commodity realizations
    • Recent improvements to commodity prices have further-enhanced the transaction economics

    ABS Issuance Highlights

    • $530 million ABS X note structured as a master trust
    • Strategic hedges expected to add ~40% ($38 million) to EBITDA(c) of refinanced assets
    • Significantly oversubscribed (6.5x) with orders from 20 unique investors, reflecting the cash flow quality of our assets and Diversified’s reputation as a responsible issuer
    • Investment grade rated notes with blended fixed coupon of approximately 6.4% in A tranche
    • Improved amortization expected to generate increased cash flows

    Sustainability-Linked

    Sustainable Fitch has again-provided a Second Party Opinion that the instrument’s Key Performance Indicators (the “KPIs”) align with the International Capital Markets Association (ICMA) framework for sustainability-linked bond principles, highlighting Diversified’s commitment to aligning its financing with the Company’s overall sustainability strategy.

    *ratings established by Fitch Ratings,Inc.

    Commenting on the Acquisition and ABS transaction, CEO Rusty Hutson, Jr. said:

    “We are excited to announce the completion of another acquisition of high-quality, bolt-on assets that are uniquely positioned to benefit from the operational expertise of our field teams, capture higher prices with exposure to premium Transco Zone 5 pricing, and are poised to provide additional revenues from the sale of incremental environmental credits with our growth in the production of coal mine methane. We continue to believe there is a sizeable backlog of organic Coal Mine Methane cash flow growth within our current Appalachian portfolio, and this acquisition highlights our ability to leverage existing capabilities, assets, and intellectual capital to grow this segment of our revenue stream.

    Brad Gray, CFO further commented:

    Supported by a growing base of loyal credit investors, we are now a seasoned programmatic issuer, and this ABS transaction achieved record demand with a significant amount of interest from a large group of new participants. This strategic refinance improves asset level cash flow with higher hedge prices and a more refined amortization schedule. Our increasing operational scale, track record of stable asset performance, and strength of our business enable us to attract reliable sources of capital and achieve a lower overall cost of capital. This outcome is a testament to how the financial markets value Diversified’s reliable production and consistent cash flows.”

    On the Securitization: Barclays Capital, Inc. acted as Sole Structuring Advisor and Placement Agent, Mizuho Securities USA LLC, KeyBanc Capital Markets Inc., and Legado Capital Advisors, LLC acted as Co-Placement Agents.

    Detring Energy Advisors acted as the sell side advisor to Summit Natural Resources.

    Footnotes:

    (a)   Current production based on estimated average daily production for January 2025; Estimate based on historical performance and engineered type curves for the Assets.
         
    (b)   Based on engineering reserves assumptions using historical cost assumptions and NYMEX strip as of October 28, 2024 for the twelve months ended December 31, 2025.
         
    (c)   Adjusted EBITDA is a Non-IFRS measure. As presented for the ABS transaction, represents the twelve months ended February 28, 2026. for more information, see “Use of Non-IFRS Measures”.
         

    For Company-specific items, refer also to the Glossary of Terms and/or Alternative Performance Measures found in the Company’s 2024 Interim Report dated June 30, 2024 and Form 20-F for the year ended December 31, 2023 filed with the United States Securities and Exchange Commission.

    For further information, please contact:

    Diversified Energy Company PLC +1 973 856 2757
    Doug Kris dkris@dgoc.com
    Senior Vice President, Investor Relations & Corporate Communications www.div.energy
       
    FTI Consulting dec@fticonsulting.com
    U.S. & UK Financial Public Relations  
       

    About Diversified Energy Company PLC

    Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our unique and differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

    Forward-Looking Statements

    This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). These forward-looking statements, which contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect”, “may”, “will”, “seek”, “continue”, “aim”, “target”, “projected”, “plan”, “goal”, “achieve”, “opportunity” and words of similar meaning, reflect the Company’s beliefs and expectations and are based on numerous assumptions regarding the Company’s present and future business strategies and the environment the Company will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Expected benefits of the Acquisition and the ABS transaction, including the impact of the Acquisition and the ABS transaction on the company’s cash flows and cash margins, and the Company’s production of coal mine methane, may not be realized. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely, including the risk factors described in the “Risk Factors” section in the Company’s Annual Report and Form 20-F for the year ended December 31, 2023 and the risk factors described in Exhibit 99.2 to the Company’s Form 6-K furnished with the SEC on January 27, 2025, in each case filed with the United States Securities and Exchange Commission. Forward-looking statements speak only as of their date and neither the Company nor any of its directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. As a result, you are cautioned not to place undue reliance on such forward-looking statements.

    Use of Non-IFRS Measures

    Certain key operating metrics that are not defined under IFRS (alternative performance measures) are included in this announcement. These non-IFRS measures are used by us to monitor the underlying business performance of the Company from period to period and to facilitate comparison with our peers. Since not all companies calculate these or other non-IFRS metrics in the same way, the manner in which we have chosen to calculate the non-IFRS metrics presented herein may not be compatible with similarly defined terms used by other companies. The non-IFRS metrics should not be considered in isolation of, or viewed as substitutes for, the financial information prepared in accordance with IFRS. Certain of the key operating metrics are based on information derived from our regularly maintained records and accounting and operating systems.

    Adjusted EBITDA

    As used herein, EBITDA represents earnings before interest, taxes, depletion, depreciation and amortization. Adjusted EBITDA includes adjusting for items that are not comparable period-over-period, namely, accretion of asset retirement obligation, other (income) expense, loss on joint and working interest owners receivable, (gain) loss on bargain purchases, (gain) loss on fair value adjustments of unsettled financial instruments, (gain) loss on natural gas and oil property and equipment, costs associated with acquisitions, other adjusting costs, non-cash equity compensation, (gain) loss on foreign currency hedge, net (gain) loss on interest rate swaps and items of a similar nature.

    EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating profit or loss, net income or loss, or cash flows provided by operating, investing, and financing activities. However, we believe such measures are is useful to an investor in evaluating our financial performance because they (1) are widely used by investors in the natural gas and oil industry as an indicator of underlying business performance; (2) help investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the often-volatile revenue impact of changes in the fair value of derivative instruments prior to settlement; (3) with respect to Adjusted EBITDA, is used in the calculation of a key metric in one of our Credit Facility financial covenants; and (4) are used by us as a performance measure in determining executive compensation. We are unable to provide a quantitative reconciliation of forward-looking EBITDA and Adjusted EBITDA to the most directly comparable forward-looking IFRS measures because the items necessary to estimate such forward-looking IFRS measures are not accessible or estimable at this time without unreasonable efforts. The reconciling items in future periods could be significant.

    PV-10

    PV-10 is a non-IFRS financial measure and generally differs from Standardized Measure, the most directly comparable IFRS measure, because it does not include the effects of income taxes on future net cash flows. While the Standardized Measure is free cash dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology and discount factors that are consistent for all companies. In this announcement, PV-10 is calculated using NYMEX pricing. It is not practicable to reconcile PV-10 using NYMEX pricing to standardized measure in accordance with IFRS at this time. Investors should be cautioned that neither PV-10 nor the Standardized Measure represents an estimate of the fair market value of proved reserves.

    The MIL Network –

  • MIL-OSI: Royalty Pharma to Present at TD Cowen’s 45th Annual Health Care Conference

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Feb. 27, 2025 (GLOBE NEWSWIRE) — Royalty Pharma plc (Nasdaq: RPRX) today announced that it will participate in a fireside chat at TD Cowen’s 45th Annual Health Care Conference on March 4, 2025 at 2:30 p.m. ET.

    The webcast will be accessible from Royalty Pharma’s “Events” page at https://www.royaltypharma.com/investors/events/. The webcast will also be archived for a minimum of thirty days.

    About Royalty Pharma

    Founded in 1996, Royalty Pharma is the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry, collaborating with innovators from academic institutions, research hospitals and non-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. Royalty Pharma has assembled a portfolio of royalties which entitles it to payments based directly on the top-line sales of many of the industry’s leading therapies. Royalty Pharma funds innovation in the biopharmaceutical industry both directly and indirectly – directly when it partners with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when it acquires existing royalties from the original innovators. Royalty Pharma’s current portfolio includes royalties on more than 35 commercial products, including Vertex’s Trikafta, GSK’s Trelegy, Roche’s Evrysdi, Johnson & Johnson’s Tremfya, Biogen’s Tysabri and Spinraza, AbbVie and Johnson & Johnson’s Imbruvica, Astellas and Pfizer’s Xtandi, Novartis’ Promacta, Pfizer’s Nurtec ODT and Gilead’s Trodelvy, and 15 development-stage product candidates. For more information, visit www.royaltypharma.com.   

    Royalty Pharma Investor Relations and Communications

    +1 (212) 883-6637
    ir@royaltypharma.com

    The MIL Network –

  • MIL-OSI USA: SEC Charges Justinas Butkus with Orchestrating $4 Million Fraud

    Source: Securities and Exchange Commission

    Butkus used fraudulent investment firms TBO Capital and Gray Capital to scam investors

    The Securities and Exchange Commission today filed charges against Justinas Butkus, of Lithuania, and two companies he owned and controlled, HMC Trading LLC and HMC Management LLC, for fraudulently raising approximately $4.1 million from 64 investors by selling interests in mutual funds that did not exist.

    As alleged in the SEC’s complaint, in late 2021, Butkus, under the alias Darius Karpavicius, operated fictitious investment firms TBO Capital Group and Gray Capital Group and offered investors shares in sham mutual funds through the firms’ websites, a press release, and internet advertisements, all of which made numerous materially false and misleading statements. According to the complaint, these websites and other materials falsely stated, among other things, that the TBO Capital and Gray Capital mutual funds were managed by industry professionals with decades of experience and achieved years of high-yield investment returns. In reality, the complaint alleges, the managers did not exist, their biographies were fake, and TBO Capital Group and Gray Capital Group never made any investments. Rather, as alleged, the entire operation was a fraud run by Butkus to enrich himself. Butkus allegedly used some of the investors’ money to operate his fraudulent scheme, but stole most for his personal benefit, such as dining at restaurants, cash withdrawals, and crypto asset purchases.

    “Butkus’ conduct was egregious: He went to great lengths to defraud unsuspecting investors using sophisticated websites, internet advertisements, and an alias complete with a doctored passport,” said Samuel Waldon, Acting Director of the SEC’s Division of Enforcement. “This case underscores the SEC’s unwavering commitment to hold individuals accountable for engaging in fraud that harms retail investors.”

    The SEC is refiling this action, which it voluntarily dismissed on January 11, 2024, against Butkus’s alias, “Darius Karpavicius,” through a dismissal without prejudice.

    The complaint, filed in federal court in Manhattan, charges Butkus, HMC Trading LLC, and HMC Management LLC with violating the registration and antifraud provisions of the federal securities laws and names another Butkus-controlled entity, DK Auto LLC, as a relief defendant. The SEC seeks permanent injunctive relief, disgorgement with prejudgment interest, and civil penalties against each of the defendants. It also seeks disgorgement with interest from the relief defendant.

    The SEC’s investigation was conducted by Benjamin Vaughn, Katherine H. Stella, and Andrea Fox with assistance from the Division of Enforcement’s Office of Investigative and Market Analytics. It was supervised by Peter Rosario, George Bagnall, and Stacy L. Bogert. The litigation will be led by Peter Lallas and supervised by James Connor. The SEC appreciates the assistance of Homeland Security Investigations’ New York Field Office and the U.S. Attorney’s Office for the Southern District of New York.

    MIL OSI USA News –

  • MIL-OSI Security: Dominican national, deported six times previously, sentenced to over 15 years in prison for trafficking fentanyl and heroin

    Source: Office of United States Attorneys

    RICHMOND, Va. – A national of the Dominican Republic was sentenced today to 15 years and eight months in prison for possession with intent to distribute fentanyl and heroin and illegally reentering the United States after a felony conviction.

    According to court documents, on Jan. 18, 2024, a Trooper with the Virginia State Police (VSP) pulled over Gregorio Gustavo DeJesus Santos on I-85 in Mecklenburg County. During that traffic stop, a narcotics canine alerted to the odor of narcotics. VSP searched the car and found a hidden compartment under the passenger seat that extended into the back seat area. The compartment was empty. The Trooper released DeJesus Santos.

    Shortly after arriving in North Carolina, DeJesus Santos traveled back into Virginia, where law enforcement stopped the vehicle for a traffic infraction and, again, a narcotics canine alerted to the presence of narcotics in the vehicle. While searching the vehicle, law enforcement located two packages in the hidden compartment. One of the packages contained 200 grams of fentanyl and the other contained 293 grams of a mixture of fentanyl and heroin.

    DeJesus Santos acknowledged as part of his guilty plea that he obtained and redistributed at least three additional kilograms of fentanyl.

    DeJesus Santos had been found in the United States and removed on six previous occasions, beginning in 1996 and most recently on Oct. 18, 2022, after he had been convicted of a felony drug charge in federal court in the Southern District of New York and released from prison.

    Erik S. Siebert, U.S. Attorney for the Eastern District of Virginia; Christopher Heck, Acting Special Agent in Charge of Immigration and Customs Enforcement Homeland Security Investigations (ICE HSI) Washington, D.C.; and Col. Matt Hanley, Superintendent of Virginia State Police, made the announcement after sentencing by U.S. District Judge David J. Novak.

    Assistant U.S. Attorneys Angela Mastandrea and Patrick J. McGorman prosecuted the case.

    A copy of this press release is located on the website of the U.S. Attorney’s Office for the Eastern District of Virginia. Related court documents and information are located on the website of the District Court for the Eastern District of Virginia or on PACER by searching for Case No. 3:24-cr-88.

    MIL Security OSI –

  • MIL-OSI Security: Former Fort Cavazos Soldier Sentenced to More Than 16 Years in Federal Prison for Attempted Murder

    Source: Office of United States Attorneys

    DEL RIO, Texas – A former soldier was sentenced in a federal court in Del Rio to 200 months in prison for the attempted murder of another soldier while he was stationed at Fort Hood (now Fort Cavazos) in June 2000.

    According to court documents, Allen Houston James, 46, of Suffolk, Virginia, entered the barracks room of another soldier while she was sleeping and attempted to rape her at knifepoint. The victim resisted and was repeatedly stabbed. After James left the room, she escaped and reported the incident before she was taken to the hospital for emergency surgery for stab wounds. Medical records revealed that one of the victim’s neck wounds was within millimeters of her jugular vein and penetrated from the front to the back, nearly reaching her spine. As a result of the stabbing, the victim sustained permanent nerve damage.

    When a DNA profile did not produce a match and a suspect was not identified, the case went cold until 2019. Through new DNA analysis by the United States Army Criminal Investigation Laboratory (USACIL), the Department of the Army Criminal Investigation Division (CID) was able to identify James as the perpetrator and locate him while he was stationed at Fort Belvoir, Virginia in March 2021.

    James was indicted July 13, 2021 for one count of attempt to commit murder and arrested the following day in the Eastern District of Virginia. He was transferred to Waco July 19, 2021, then reassigned to Chief Judge Alia Moses in Del Rio Nov. 13, 2023. James was found guilty by jury trial on Feb. 23, 2024.

    Acting U.S. Attorney Margaret Leachman for the Western District of Texas made the announcement.

    Army CID investigated the case.

    Assistant U.S. Attorneys Mark Frazier, Mary Kucera and former Assistant U.S. Attorney Siddharth Dadhich prosecuted the case.

    ###

    MIL Security OSI –

  • MIL-OSI Security: Lehigh Acres Man Sentenced To Federal Prison For Attempting To Engage In Sexual Activity With A Minor

    Source: Office of United States Attorneys

    Fort Myers, Florida – U.S. District Judge Sheri Polster Chappell has sentenced Cosme Bejaran (34, Lehigh Acres) to 10 years in federal prison for attempted enticement of a minor to engage in sexual activity and attempted transfer of obscene matter to a minor. The court also ordered Bejaran to forfeit a cellphone used to facilitate the offense. Bejaran pleaded guilty in November 2024.

    According to court documents, beginning on May 17 and continuing through May 18, 2024, Bejaran communicated online with an undercover law enforcement officer who was posing as a 14-year-old girl. After learning of the girl’s age, Bejaran engaged in a sexually explicit conversation, asked the girl for explicit photographs, and sent an explicit photo of himself. Bejaran was apprehended by deputies from the Lee County Sheriff’s Office when he arrived at a residence with the intention of engaging in sexual activity with the girl. Bejaran later admitted to deputies and the FBI that his intentions with the girl were sexual.

    This case was investigated by the Lee County Sheriff’s Office and the Federal Bureau of Investigation. It was prosecuted by Assistant United States Attorney Mark Morgan.

    This case was brought as part of Project Safe Childhood, a nationwide initiative launched in May 2006 by the Department of Justice to combat the growing epidemic of child sexual exploitation and abuse. Led by United States Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section (CEOS), Project Safe Childhood marshals federal, state, and local resources to locate, apprehend, and prosecute individuals who sexually exploit children, and to identify and rescue victims. For more information about Project Safe Childhood, please visit www.justice.gov/psc.

    MIL Security OSI –

  • MIL-OSI Security: Delta Junction Woman Sentenced for Interfering with Joint Military Operations with a High-Powered Laser

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

    FAIRBANKS, Alaska – A Delta Junction woman was sentenced today to three years’ probation after she interfered with joint military operations by pointing a high-powered laser at two helicopters.

    According to court documents, on Feb. 11, 2024, Canadian Military Aircrews were flying in two tactical helicopter squadrons near Allen Army Airfield near Delta Junction. Anchorage Airport Traffic Control contacted the Alaska State Troopers regarding a report from a Canadian Military Pilot that lasers were being pointed at his aircraft.

    Court documents explain that the pilot stated the aircraft was at about 4,200 feet of elevation, well above minimum flight requirements for that area, and in a holding pattern when one of the crew reported they were being hit with a green laser. The aircraft was orbiting for around 20 minutes and every time they passed over a certain cabin, they got hit with a laser. The aircraft descended to around 500 feet to prepare to land at Allen Army Airfield and got hit with the laser again. One of the crew pinpointed the laser to the certain cabin.

    Court documents further explain that Alaska State Troopers responded to the specific cabin and contacted Heide Goodermote, 49. Goodermote told law enforcement that the helicopters angered her, and further stated the helicopters had no right to fly over her property so she pointed a laser at them.

    On Feb. 15, 2024, law enforcement returned to seize the laser and identified it to be a class IIIB laser, which is a laser that emits between 5 and 500 milliwatts of output power and can cause immediate eye damage or skin burns. Three of the Canadian Air Force helicopter crew members reported injuries to their eyes because of Goodermote’s conduct.

    On Nov. 26, 2024, Goodermote pleaded guilty to a misdemeanor charge of assaulting or impeding certain officers or employees engaged in performing official duties.

    “Ms. Goodermote wrongly believed the helicopters had no right to fly over her property and decided to take matters into her own hands by shining a dangerous laser at the helicopters and crew that could have caused serious damage,” said First Assistant U.S. Attorney Kathryn R. Vogel for the District of Alaska. “We are thankful the incident did not result in substantial loss of life or property, but this case should serve as a reminder that putting other people’s well-being at risk when they are performing official duties as part of U.S. government operations, like a joint military exercise with foreign allies, is a prosecutable offense.”

    The FBI Anchorage Field Office, Fairbanks Resident Agency investigated the case, with assistance from the Alaska State Troopers.

    Assistant U.S. Attorney Carly Vosacek prosecuted the case.

    ###

    MIL Security OSI –

  • MIL-OSI: Intchains Group Limited Reports Fourth Quarter and Full Year 2024 Unaudited Financial Results

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Feb. 27, 2025 (GLOBE NEWSWIRE) — Intchains Group Limited (Nasdaq: ICG) (“we,” or the “Company”), a company that engages in the provision of altcoin mining products, the strategic acquisition and holding of Ethereum-based cryptocurrencies, and the active development of innovative Web3 applications, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2024.

    Fourth Quarter 2024 Operating and Financial Highlights

    • Sales Volume of Altcoin Mining Products Measured by Number of Embedded ASIC Chips: Since we offer a wide range of altcoin mining products, with each unit incorporating anywhere from tens to thousands of ASIC chips, it is more meaningful to measure the sales of our altcoin mining products by the number of embedded ASIC chips. Our sales volume of ASIC chips for Q4 2024 was 1,705,408 units, compared to 423,040 units for the same period last year, representing an increase of 303.1%.
    • Revenue: Our revenue for Q4 2024 reached RMB74.2 million (US$10.2 million), reflecting a significant increase of 109.2% from RMB35.5 million for the same period of 2023. For the fourth quarter of 2024, revenue derived from mainland China and overseas countries and regions accounted for 67.0% and 33.0% of our total revenue, respectively.
    • Net Income: Our net income for Q4 2024 was RMB12.8 million (US$1.8 million), reflecting an increase of 58.2% from RMB8.1 million for the same period in 2023.
    • Non-GAAP Adjusted Net Income: Non-GAAP adjusted net income in the fourth quarter of 2024 was RMB14.8 million (US$2.0 million), reflecting an increase of 54.2% from RMB9.6 million for the same period in 2023. Non-GAAP adjusted net income excludes share-based compensation expenses. For further information, please refer to “Use of Non-GAAP Financial Measures” in this press release.
    • Cryptocurrency Assets: As of December 31, 2024, the fair value of our cryptocurrency assets other than stablecoins such as USDT and USDC was RMB148.8 million (US$20.4 million), primarily comprised of approximately 5,702 ETH-based cryptocurrencies, valued at RMB141.2 million (US$19.3 million).

    Full Year 2024 Operating and Financial Highlights

    • Sales Volume of Altcoin Mining Products Measured by Number of Embedded ASIC Chips: Our sales volume of ASIC chips achieved 2,681,500 units for the year ended December 31, 2024, representing a year-over-year increase of 84.0% from 1,457,373 units for 2023.
    • Revenue: Our revenue was RMB281.8 million (US$38.6 million) for the year ended December 31, 2024, representing a year-over-year increase of 242.7% from RMB82.2 million for 2023. For the year ended December 31, 2024, revenue derived from mainland China and overseas countries and regions accounted for 45.5% and 54.5% of our total revenue, respectively.
    • Net Income: Our net income was RMB51.5 million (US$7.1 million) for the year ended December 31, 2024, compared to a net loss of RMB26.8 million for 2023.
    • Non-GAAP Adjusted Net Income: Non-GAAP adjusted net income for the year ended December 31, 2024 was RMB60.5 million (US$8.3 million), compared to a net loss of RMB23.3 million for 2023. Non-GAAP adjusted net income excludes share-based compensation expenses. For further information, please refer to “Use of Non-GAAP Financial Measures” in this press release.

    Intchains Group Achieves Milestones in Innovative Solutions and Cryptocurrency Strategy

    Mr. Qiang Ding, Chairman of the Board of Directors and Chief Executive Officer, commented, “The cryptocurrency market showed strong performance in Q4 2024, with growing optimism from major financial institutions about its prospects for 2025. Riding this momentum, Dogecoin saw solid price growth during the quarter. As a leading supplier of Dogecoin mining machines, the Company also delivered satisfactory operational results in Q4 2024. The growth rate of net profit in Q4 was slower than that of revenue, primarily due to the Company’s research and development expenses for the launch of new projects in 2025. the Company expects that the increased investment in research and development will better drive the Company’s operational performance in 2025. Throughout this quarter, the Company continued its Ethereum treasury strategy, increasing its ETH holdings by 37% compared to Q3 2024 in terms of units of ETH held at the end of the quarter, The combination of rising Ethereum prices and an expanded ETH portfolio had a positive impact on net profit, further strengthening the company’s financial position.

    Looking ahead to 2025, the Company remains committed to expanding its presence in altcoin development. In February 2025, the Company introduced the AE BOX series of mining products, positioning itself as an early mover in Aleo mining. The Company will also continue upgrading its Dogecoin mining machines, reinforcing its industry leadership. Additionally, it will maintain its Ethereum treasury strategy throughout the year. On the application front, the Company took a significant step in Web3 payments with the launch of Goldshell Wallet in February 2025. This expansion reflects the Company’s commitment to broadening its Web3 ecosystem.”

    Fourth Quarter 2024 Financial Results

    Revenue

    Revenue was RMB74.2 million (US$10.2 million) for the fourth quarter of 2024, representing an increase of 109.2% from RMB35.5 million for the same period in 2023. The substantial growth was primarily driven by a significant increase in demand for our altcoin mining products, fueled by improved cryptocurrency market performance.

    Cost of Revenue

    Cost of revenue was RMB54.8 million (US$7.5 million) for the fourth quarter of 2024, representing an increase of 287.4% from RMB14.1 million for the same period of 2023. The percentage increase in cost of revenue was higher than the percentage increase in our revenue, which was primarily due to the lower gross margins for the series of mining products we primarily sold in the fourth quarter of 2024, compared to the same period last year.

    Operating Expenses

    Total operating expenses were RMB56.0million (US$7.7 million) for the fourth quarter of 2024, representing an increase of 145.8% from RMB22.8 million for the same period of 2023. The increase was primarily due to an increase in research and development expenses.

    • Research and development expenses increased by 228.7% to RMB45.9 million (US$6.3 million) for the fourth quarter of 2024 from RMB14.0 million for the same period of 2023. The increase was primarily due to higher expenses related to preliminary research costs conducted for new projects, as well as increased personnel-related expenses.
    • Sales and marketing expenses increased by 62.1% to RMB2.9 million (US$0.4 million) for the fourth quarter of 2024 from RMB1.8 million for the same period of 2023, mainly driven by increased personnel-related expenses.
    • General and administrative expenses remained relatively steady at RMB7.0 million and RMB7.2 million (US$1.0 million), respectively, for the fourth quarter of 2023 and 2024.

    Interest Income

    Interest income decreased by 11.1% to RMB3.8 million (US$0.5 million) for the fourth quarter of 2024 from RMB4.2 million for the same period of 2023, mainly due to a reduced cash balance resulting from our strategy of using part of our operating cash flow to acquire and hold ETH-based cryptocurrencies.

    Gain on fair value of cryptocurrency, net

    Gain on fair value of cryptocurrency, net, for the fourth quarter of 2024 was RMB29.2 million (US$4.0 million), compared to nil in the same period of 2023. The gain was primarily due to an approximately 31.5% increase in the price of ETH and an approximately 37.4% increase in the number of ETH-based cryptocurrency units held from the end of the third quarter of 2024 to the end of the fourth quarter of 2024.

    Other Income, Net

    Other income, net, decreased by 29.8% to RMB5.2 million (US$0.7 million) for the fourth quarter of 2024 from RMB7.5 million for the same period of 2023, primarily due to the decrease in grants received from the local government, which have no repayment obligations.

    Net Income

    As a result of the foregoing, our net income increased by 58.2% to RMB12.8 million (US$1.8 million) for the fourth quarter of 2024 from RMB8.1 million for the same period of 2023.

    Non-GAAP Adjusted Net Income

    Non-GAAP adjusted net income increased by 54.2% to RMB14.8 million (US$2.0 million) for the fourth quarter of 2024 from RMB9.6 million for the same period of 2023.

    Basic and Diluted Net Earnings Per Ordinary Share

    Basic and diluted net earnings per ordinary share both increased by 57.1% to RMB0.11 (US$0.01) for the fourth quarter of 2024 from RMB0.07 for the same period of 2023.

    Non-GAAP Basic and Diluted Net Earnings Per Ordinary Share

    Non-GAAP adjusted basic and diluted net earnings per ordinary share increased by 50.2% to RMB0.12 (US$0.02) for the fourth quarter of 2024 from RMB0.08 for the same period of 2023. Each ADS represents two of the Company’s Class A ordinary shares.

    Full Year 2024 Financial Results

    Revenue

    Revenue was RMB281.8 million (US$38.6 million) in 2024, representing an increase of 242.7% from RMB82.2 million in 2023. The substantial growth was primarily driven by a significant increase in the average selling price of our new products launched in March 2024, compared to older products, as well as improved cryptocurrency market performance, which led to higher demand for our products.

    Cost of Revenue

    Cost of revenue was RMB130.5 million (US$17.9 million) for the year ended December 31, 2024, representing an increase of 78.3% from RMB73.1 million for 2023. The percentage increase in cost of revenue was substantially lower than the percentage increase in our revenue, which was primarily due to the higher gross margins for our new products launched in March 2024 compared to the older products.

    Operating Expenses

    Total operating expenses were RMB148.2 million (US$20.3 million) for 2024, representing an increase of 100.1% from RMB74.0 million for 2023. The increase was primarily due to an increase in research and development expenses.

    • Research and development expenses increased by 158.7% to RMB109.4 million (US$15.0 million) for 2024 from RMB42.3 million for 2023. The increase was primarily due to more products launched in 2024, as well as increased personnel-related expenses.
    • Sales and marketing expenses increased by 29.6% to RMB8.5 million (US$1.2 million) for 2024 from RMB6.5 million for 2023, mainly driven by increased personnel-related expenses.
    • General and administrative expenses increased by 20.0% to RMB30.2 million (US$4.1 million) for 2024 from RMB25.2 million for 2023, primarily due to increased personnel-related expenses and increased amortization expenses of trademarks.

    Interest Income

    Interest income remained relatively steady at RMB16.8 million and RMB16.2 million (US$2.2 million), respectively, for the year ended December 31, 2023 and 2024.

    Gain on fair value of cryptocurrency, net

    Gain on fair value of cryptocurrency, net, for 2024 was RMB21.3 million (US$2.9 million), compared to nil for 2023. The gain was primarily due to ETH closing price rising approximately 48.6% from the end of 2023 to the end of 2024, as well as units of ETH-based cryptocurrencies held increased from approximately 60 from the end of 2023 to 5,702 from the end of 2024.

    Other Income, Net

    Other income, net, decreased by 38.7% to RMB8.1 million (US$1.1 million) for 2024 from RMB13.2 million for 2023, primarily due to the decrease in grants received from the local government, which have no repayment obligations.

    Net Income/(loss)

    As a result of the foregoing, we recorded a net income of RMB51.5 million (US$7.1 million) for the year ended December 31, 2024, compared to a net loss of RMB26.8 million for the year ended December 31, 2023.

    Basic and Diluted Net Earnings/(Losses) Per Ordinary Share

    Basic and diluted net earnings per ordinary share were both RMB0.43 (US$0.06) for the year ended December 31, 2024, compared to basic and diluted net loss per ordinary share of RMB0.22 for the year ended December 31, 2023.

    Non-GAAP Basic and Diluted Net Earnings/(Losses) Per Ordinary Share

    Non-GAAP adjusted basic and diluted net income per ordinary share was RMB0.50 (US$0.07) for the year ended December 31, 2024, compared to Non-GAAP adjusted basic and diluted net loss per ordinary share of RMB0.20 for the year ended December 31, 2023. Each ADS represents two of the Company’s Class A ordinary shares.

    Recent Development

    Aleo Mining: On February 7, 2025, the Company launched AE BOX series of cutting-edge mining products for Aleo, establishing itself as a pioneer in Aleo mining solutions. This marks the Company’s first venture into the zero-knowledge proof sector, further reinforcing its deep expertise and innovation in the altcoin space.

    Goldshell Wallet: On February 26, 2025, the Company introduced the Goldshell Wallet, an air-gapped, triple-secured wallet designed for maximum security and seamless user experience. Currently in their trial stage, Goldshell Wallet is not expected to contribute materially to our profits during this phase. However, we believe they represent an important step toward becoming a company with a stable application development pipeline and the ability to navigate across the crypto cycle.

    Conference Call Information

    The Company’s management team will host an earnings conference call to discuss its financial results at 8:00 PM U.S. Eastern Time on February 27, 2025 (9:00 AM Beijing Time on February 28, 2025). Details for the conference call are as follows:

    All participants must use the link provided above to complete the online registration process in advance of the conference call. Upon registering, each participant will receive a set of dial-in numbers and a personal access PIN, which will be used to join the conference call.

    Additionally, a live and archived webcast of the conference call will also be available at the Company’s website at https://intchains.com/.

    About Intchains Group Limited

    Intchains Group Limited is a company that engages in the provision of altcoin mining products, the strategic acquisition and holding of Ethereum-based cryptocurrencies, and the active development of innovative Web3 applications. For more information, please visit the Company’s website at: https://intchains.com/.

    Exchange Rate Information

    The unaudited United States dollar (“US$”) amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers. Translations of amounts from RMB into US$ for the convenience of the reader were calculated at the noon buying rate of US$1.00=RMB7.2993 on the last trading day of the fourth quarter of 2024 (December 31, 2024). No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

    Forward-Looking Statements

    Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about: (i) our goals and strategies; (ii) our future business development, formed condition and results of operations; (iii) expected changes in our revenue, costs or expenditures; (iv) growth of and competition trends in our industry; (v) our expectations regarding demand for, and market acceptance of, our products; (vi) general economic and business conditions in the markets in which we operate; (vii) relevant government policies and regulations relating to our business and industry; (viii) fluctuations in the market price of ETH-based cryptocurrencies; gains or losses from the sale of ETH-based cryptocurrencies; changes in accounting treatment for the Company’s ETH-based cryptocurrencies holdings; a decrease in liquidity in the markets in which ETH-based cryptocurrencies are traded; security breaches, cyberattacks, unauthorized access, loss of private keys, fraud, or other events leading to the loss of the Company’s ETH-based cryptocurrencies; impacts to the price and rate of adoption of ETH-based cryptocurrencies associated with financial difficulties and bankruptcies of various participants in the industry; and (viii) assumptions underlying or related to any of the foregoing. Investors can identify these forward-looking statements by words or phrases such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

    Use of Non-GAAP Financial Measures

    In evaluating Company’s business, the Company uses non-GAAP measures, such as adjusted income (loss) from operations and adjusted net income (loss), as supplemental measures to review and assess its operating performance. The Company defines adjusted income (loss) from operations as income (loss) from operations excluding share-based compensation expenses, and adjusted net income (loss) as net income (loss) excluding share-based compensation expenses. The Company believes that the non-GAAP financial measures provide useful information about the Company’s results of operations, enhance the overall understanding of the Company’s past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

    The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools and investors should not consider them in isolation, or as a substitute for net income, cash flows provided by operating activities or other consolidated statements of operations and cash flows data prepared in accordance with U.S. GAAP. One of the key limitations of using adjusted net income is that it does not reflect all of the items of income and expense that affect the Company’s operations. Share-based compensation expenses have been and may continue to be incurred in Company’s business and are not reflected in the presentation of adjusted net income. Further, the non-GAAP financial measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance.

    For investor and media inquiries, please contact:

    Intchains Group Limited

    Investor relations
    Email: ir@intchains.com

    Redhill

    Belinda Chan
    Tel: +852-9379-3045
    Email: belinda.chan@creativegp.com

     
    INTCHAINS GROUP LIMITED
    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
    (All amounts in thousands, except share and per share data, or as otherwise noted)
     
        As of December 31,
        2023   2024
        RMB   RMB
    		   US$  
    ASSETS            
    Current Assets：            
    Cash and cash equivalents   694,750     322,252     44,148  
    USDC   —     1,690     232  
    Cryptocurrency-current   —     30,079     4,121  
    Inventories, net   41,767     98,614     13,510  
    Prepayments and other current assets, net   47,403     69,703     9,549  
    Short-term investments   13,596     198,562     27,203  
    Total current assets   797,516     720,900     98,763  
    Non-current Assets:            
    Cryptocurrency-non-current   645     148,790     20,384  
    Long-term investments   —     20,569     2,818  
    Property, equipment, and software, net   49,184     157,065     21,518  
    Intangible assets, net   3,425     3,552     487  
    Right-of-use assets   1,735     272     37  
    Deferred tax assets   12,899     28,942     3,965  
    Prepayments on long-term assets   113,425     —     —  
    Other non-current assets   421     9,419     1,290  
    Total non-current assets   181,734     368,609     50,499  
    Total assets   979,250     1,089,509     149,262  
    LIABILITIES, AND SHAREHOLDERS’ EQUITY            
    Current Liabilities:            
    Accounts payable   195     14,847     2,034  
    Contract liabilities   9,828     37,447     5,129  
    Income tax payable   1,634     2,023     277  
    Lease liabilities   1,103     272     37  
    Provision for warranty   40     161     22  
    Accrued liabilities and other current liabilities   15,364     21,692     2,971  
    Total current liabilities   28,164     76,442     10,470  
    Non-current Liabilities:            
    Deferred tax liabilities   —     —     —  
    Lease liabilities   761     —     —  
    Total non-current liabilities   761     —     —  
    Total liabilities   28,925     76,442     10,470  
    Shareholders’ Equity:            
    Ordinary shares (US$0.000001 par value; 50,000,000,000 shares authorized, 119,876,032 and 120,081,456 shares issued, 119,876,032 and 119,962,962 shares outstanding as of December 31, 2023 and December 31, 2024, respectively)   1     1     —  
    Subscriptions receivable from shareholders   (1 )   (1 )   —  
    Additional paid-in capital   186,262     195,236     26,747  
    Statutory reserve   48,265     51,762     7,091  
    Accumulated other comprehensive income   1,838     3,777     518  
    Retained earnings   713,960     762,292     104,436  
    Total equity   950,325     1,013,067     138,792  
    Total liabilities and shareholders’ equity   979,250     1,089,509     149,262  
    INTCHAINS GROUP LIMITED
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
    (All amounts in thousands, except share and per share data, or as otherwise noted)
     
        For the Three Months ended December 31,
        2023   2024
        RMB   RMB
    		   US$
    Products revenue   35,454     74,177     10,162  
    Cost of revenue   (14,132 )   (54,752 )   (7,501 )
    Gross profit   21,322     19,425     2,661  
    Operating expenses:          
    Research and development expenses   (13,962 )   (45,887 )   (6,286 )
    Sales and marketing expenses   (1,787 )   (2,897 )   (397 )
    General and administrative expenses   (7,040 )   (7,237 )   (991 )
    Total operating expenses   (22,789 )   (56,021 )   (7,674 )
    Loss from operations   (1,467 )   (36,596 )   (5,013 )
    Interest income   4,248     3,778     518  
    Foreign exchange gains/(losses), net   (971 )   2,264     310  
    Gain on fair value of cryptocurrency, net   —     29,228     4,004  
    Other income, net   7,458     5,237     717  
    Income before income tax expenses   9,268     3,911     536  
    Income tax (expense)/benefit   (1,190 )   8,870     1,215  
    Net Income   8,078     12,781     1,751  
    Foreign currency translation adjustment, net of nil tax   (826 )   4,127     565  
    Total comprehensive income   7,252     16,908     2,316  
               
    Weighted average number of shares used in per share calculation          
    — Basic   119,876,032     119,962,962     119,962,962  
    — Diluted   119,921,358     119,980,895     119,980,895  
    Net earnings per share          
    — Basic   0.07     0.11     0.01  
    — Diluted   0.07     0.11     0.01  
    INTCHAINS GROUP LIMITED
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
    (All amounts in thousands, except share and per share data, or as otherwise noted)
     
        For the Year ended December 31,
        2023   2024
        RMB   RMB
    		   US$
    Products revenue   82,225     281,767     38,602  
    Cost of revenue   (73,147 )   (130,452 )   (17,872 )
    Gross profit   9,078     151,315     20,730  
    Operating expenses:          
    Research and development expenses   (42,304 )   (109,443 )   (14,994 )
    Sales and marketing expenses   (6,532 )   (8,468 )   (1,160 )
    General and administrative expenses   (25,210 )   (30,248 )   (4,144 )
    Total operating expenses   (74,046 )   (148,159 )   (20,298 )
    Income/(loss) from operations   (64,968 )   3,156     432  
    Interest income   16,750     16,235     2,224  
    Foreign exchange gains/(losses), net   (524 )   1,382     189  
    Gain on fair value of cryptocurrency, net   —     21,322     2,921  
    Other income, net   13,191     8,082     1,107  
    Income/(loss) before income tax expenses   (35,551 )   50,177     6,873  
    Income tax benefit   8,756     1,320     181  
    Net Income/(loss)   (26,795 )   51,497     7,054  
    Foreign currency translation adjustment, net of nil tax   1,838     1,939     266  
    Total comprehensive income/(loss)   (24,957 )   53,436     7,320  
               
    Weighted average number of shares used in per share calculation          
    — Basic   119,387,937     119,932,051     119,932,051  
    — Diluted   119,387,937     120,011,806     120,011,806  
    Net earnings/(losses) per share          
    — Basic   (0.22 )   0.43     0.06  
    — Diluted   (0.22 )   0.43     0.06  
    INTCHAINS GROUP LIMITED
    RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS
    (All amounts in thousands, except per share data)
     
        For the Three Months ended December 31,
        2023   2024
        RMB   RMB
    		   US$
    Loss from operations   (1,467 )   (36,596 )   (5,013 )
    Add:          
    Share-based compensation expense   1,501     1,992     273  
    Non-GAAP adjusted operating income/(loss)   34     (34,604 )   (4,740 )
    Net income   8,078     12,781     1,751  
    Add:          
    Share-based compensation expense   1,501     1,992     273  
    Non-GAAP adjusted net income   9,579     14,773     2,024  
               
    Non-GAAP adjusted net earnings per share          
    — Basic   0.08     0.12     0.02  
    — Diluted   0.08     0.12     0.02  
    INTCHAINS GROUP LIMITED
    RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS
    (All amounts in thousands, except per share data)
     
        For the Year ended December 31,
        2023   2024
        RMB   RMB
    		   US$
    Income/(loss) from operations   (64,968 )   3,156     432  
    Add:                
    Share-based compensation expense   3,474     8,973     1,229  
    Non-GAAP adjusted operating income/(loss)   (61,494 )   12,129     1,661  
    Net income/(loss)   (26,795 )   51,497     7,054  
    Add:                
    Share-based compensation expense   3,474     8,973     1,229  
    Non-GAAP adjusted net income/(loss)   (23,321 )   60,470     8,283  
                     
    Non-GAAP adjusted net earnings/(losses) per share                
    — Basic   (0.20 )   0.50     0.07  
    — Diluted   (0.20 )   0.50     0.07  
    INTCHAINS GROUP LIMITED
    UNAUDITED CRYPTOCURRENCY-ADDITIONAL INFORMATION
     
    As of Quarter Ended   Cryptocurrency   Approximate Number of Cryptocurrency Held at End of Quarter   Original Cost Basis   Approximate Average Cost Price Per Unit of Cryptocurrency   Lowest Market Price Per Unit of Cryptocurrency During Quarter (a)   Market Value of Cryptocurrency Held at End of Quarter Using Lowest Market Price (b)   Highest Market Price Per Unit of Cryptocurrency During Quarter (c)   Market Value of Cryptocurrency Held at End of Quarter Using Highest Market Price (d)   Market Price Per Unit of Cryptocurrency at End of Quarter (e)   Market Value of Cryptocurrency Held at End of Quarter Using Ending Market Price (f)
            Unit   USD   USD   USD   USD   USD   USD   USD   USD
    December 31, 2024   ETH   5,075   15,102,524   2,976   2,309   11,718,175   4,109   20,853,175   3,414   17,326,050
      ETH-Coinbase Staked   627   1,800,713   2,872   2,487   1,559,349   4,450   2,790,150   3,701   2,320,527
      Bitcoin   10.29   720,567   70,026   58,864   605,711   108,389   1,115,323   95,285   980,483
      USDT&USDC   4,425,484   4,428,159   1   1   4,384,335   1   4,469,357   1   4,419,574
      Others   Multiple *   78,298   Multiple *   Multiple *   30,694   Multiple *   101,589   Multiple *   69,389
        Total       22,130,261           18,298,264       29,329,594       25,116,023
                                             
    September 30, 2024   ETH   3,522   10,115,116   2,872   2,116   7,452,552   3,563   12,548,886   2,596   9,143,112
      ETH-Coinbase Staked   627   1,800,713   2,872   2,290   1,435,830   3,926   2,461,602   2,807   1,759,989
      Bitcoin   8.47   549,364   64,860   49,050   415,454   70,000   592,900   63,552   538,285
      USDT&USDC   9,847,687   9,849,266   1   1   9,814,682   1   9,857,395   1   9,845,929
      Others   Multiple *   105,405   Multiple *   Multiple *   36,415   Multiple *   72,441   Multiple *   53,661
        Total       22,419,864           19,154,933       25,533,224       21,340,976
                                             
    June 30, 2024   ETH   1,937   6,179,744   3,190   2,814   5,450,718   3,974   7,697,638   3,394   6,574,178
      ETH-Coinbase Staked   480   1,301,108   2,711   2,954   1,417,920   4,243   2,036,640   3,645   1,749,600
      Bitcoin   3.95   265,883   67,312   56,500   223,175   72,777   287,469   61,613   243,371
      USDT&USDC   10,422,648   10,423,276   1   1   10,386,315   1   10,458,980   1   10,404,063
      Others   Multiple *   107,484   Multiple *   Multiple *   54,226   Multiple *   122,435   Multiple *   64,202
      Total       18,277,495           17,532,354       20,603,162       19,035,414
                                             
    March 31, 2024   ETH   346   999,180   2,888   2,100   726,600   4,094   1,416,524   3,618   1,251,828
      ETH-Coinbase Staked   479   1,297,687   2,709   2,236   1,071,044   4,341   2,079,339   3,842   1,840,318
      Bitcoin   0.67   44,995   67,157   38,501   25,796   73,836   49,470   70,407   47,173
      USDT&USDC   99,583   99,583   1   1   99,583   1   99,583   1   99,583
      Others   Multiple *   81,571   Multiple *   Multiple *   67,814   Multiple *   124,481   Multiple *   91,346
      Total       2,523,016           1,990,837       3,769,397       3,330,248

    * The ‘Others’ category encompasses various cryptocurrencies that are not reported individually due to their lower significance. This category is labeled as ‘Multiple’ to indicate the presence of diverse prices associated with different type of cryptocurrency. Due to their immaterial nature, detailed price listings are not provided.
    (a) The “Lowest Market Price Per Unit of Cryptocurrency During Quarter” represents the lowest market price for a single unit of cryptocurrency reported on the Coinbase exchange during the respective quarter, without regard to when we obtained any of the cryptocurrency.
    (b) The “Market Value of Cryptocurrency Held at End of Quarter Using Lowest Market Price” represents a mathematical calculation consisting of the lowest market price for a single unit of cryptocurrency reported on the Coinbase exchange during the respective quarter multiplied by the number of cryptocurrency we held at the end of the applicable period.
    (c) The “Highest Market Price Per Unit of Cryptocurrency During Quarter” represents the highest market price for a single unit of cryptocurrency reported on the Coinbase exchange during the respective quarter, without regard to when we obtained any of the cryptocurrency.
    (d) The “Market Value of Cryptocurrency Held at End of Quarter Using Highest Market Price” represents a mathematical calculation consisting of the highest market price for a single unit of cryptocurrency reported on the Coinbase exchange during the respective quarter multiplied by the number of cryptocurrency we held at the end of the applicable period.
    (e) The “Market Price Per Unit of Cryptocurrency at End of Quarter” represents the market price of a single unit of cryptocurrency on the Coinbase exchange at midnight UTC+8 time on the last day of the respective quarter, which aligns with the our revenue recognition cut-off.
    (f) The “Market Value of Cryptocurrency Held at End of Quarter Using Ending Market Price” represents a mathematical calculation consisting of the market price of a single unit of cryptocurrency on the Coinbase exchange at midnight UTC+8 time on the last day of the respective quarter multiplied by the number of cryptocurrency we held at the end of the applicable period.

    The MIL Network –

  • MIL-OSI: Diginex Limited Announces Relocation of Headquarters to London as Cornerstone for Global Expansion

    Source: GlobeNewswire (MIL-OSI)

    LONDON, Feb. 27, 2025 (GLOBE NEWSWIRE) — Diginex Limited (“Diginex Limited” or the “Company”) (Nasdaq: DGNX), an impact technology company specializing in environmental, social, and governance (ESG) issues, today announced that the Company will relocate its corporate headquarters to London, the United Kingdom, as part of its centralizing leadership to execute its strategic growth plans. On February 26, 2025, the Company signed a lease for office space with International Workplace Group for 18 months at 25 Wilton Road, Victoria, London, Greater London, SW1V 1LW, United Kingdom commencing on April 1, 2025, underscoring its commitment to establishing a strong base in one of the world’s leading financial hubs.

    By establishing its headquarters in London, Diginex Limited aims to enhance access to global financial markets, expand business operations, and strengthen opportunities for strategic partnerships and acquisitions in the European market and beyond. The upcoming move follows the Company’s recent cross-listing on the Frankfurt Stock Exchange (Open Market) and the Tradegate Exchange under the symbol “I0Q” as of February 20, 2025, as well as its engagement with German-based investor relations firm, Kirchhoff Consult GmbH.

    Diginex Limited’s Chief Executive Officer, Mark Blick, will relocate to London to lead the Company’s expansion in the region. The Company’s executive leadership team comprises of six senior leaders, including four British executives, one German, and one Swiss. The Company plans to hire additional senior executives in London to further support its growing operations and drive strategic initiatives. This decision strengthens Diginex Limited’s leadership presence in the European market, which has become an increasingly important region for its growth strategy. With this shift, Diginex Limited expects to be better positioned to intensify its focus on mergers and acquisitions across Europe and the United States, allowing key executives to be closer to potential M&A target companies and emerging opportunities.

    “We believe relocating our corporate headquarters to London is a welcome milestone in our strategic plan to grow by acquisition and places key executives closer to the company’s external M&A partners thus encouraging greater efficiency and more fluid decision making,” said Miles Pelham, Chairman of Diginex Limited. “This move strengthens our ability to engage with global investors, expand our leadership team, and accelerate future growth. With sustainability and regulatory frameworks playing a growing role in corporate governance, the relocation makes it easier to engage directly with organizations operating under the ISSB (International Sustainability Standards Board) and the CSRD (Corporate Sustainability Reporting Directive) frameworks.”

    As Diginex Limited continues its expansion, the Company remains dedicated to driving innovation in ESG solutions, supporting businesses in navigating regulatory landscapes, and delivering value to global clients across Europe, North America and Asia. 

    About Diginex Limited

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

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

    Forward-Looking Statements

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

    For investor and media inquiries, please contact:

    Diginex
    Investor Relations
    Email:ir@diginex.com

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

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

    The MIL Network –

  • MIL-OSI: ARB IOT Group Limited Announces Entry Into a Memorandum of Understanding to Set-Up AI Data Centre Experimental Laboratory in the Region

    Source: GlobeNewswire (MIL-OSI)

    Kuala Lumpur, Malaysia, Feb. 27, 2025 (GLOBE NEWSWIRE) — ARB IOT Group Limited (“ARB IOT” or the “Company”) (NASDAQ: ARBB) has, through its indirect wholly owned subsidiary, ARB IOT Group Sdn Bhd, signed a Memorandum of Understanding (“MOU”) to set up an AI data centre experimental laboratory, a state-of-the-art facility designed for advanced research and AI application development. This initiative is in partnership with a UKM startup (the “UKM Startup”) affiliated with the Institute of Visual Informatics of Universiti Kebangsaan Malaysia, a leading research university in Malaysia (“IVI-UKM”), and Gajah Kapitalan Sdn Bhd (“GKSB”).

    The AI data centre experimental laboratory facility aims to create a dedicated environment for advancing AI research, AI application development, testing and deployment. It provides state-of-the-art infrastructure and resources to foster innovation, collaboration and skill building in AI technologies. The AI data centre experimental lab will boast AI servers of ARB 222 and ARB 333 series and will be located at IVI, UKM, Malaysia.

    The ARB-222 and ARB-333 series are high-performance rackmount servers designed for AI, deep learning, and enterprise computing. These AI servers are optimized for AI inference and data processing while also excelling in fine-tuning AI training and handling large-scale simulations. Built for reliability and scalability, these servers offer greater energy efficiency compared to other AI products available in the market.

    This initiative aligns with the Malaysian government’s initiatives to strengthen AI capabilities at the regional and national level and to encourage and nurture more data scientists and engineers to participate in the robust AI development and data science community.

    This MOU represents a strong commitment to robust collaboration in exchanging knowledge and expertise in the AI industry.  Under the MOU, the Company will be responsible for the architecture and design of the laboratory facility.

    Bridging the gap between research and practical applications, this initiative brings together the academia and industry partners to fast-track the adoption of innovative and sustainable AI server solutions. These collaborative efforts will set new sustainability standards for AI data centre operations in the region. This is a significant milestone to drive innovation and deliver value to the customers, partners and the nation.

    By having an AI data centre experimental lab with the AI servers of ARB 222 and ARB 333 series in the region, the Company is well positioned to capture a significant growth portion of AI-driven economy in the future.

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

    Dato’ Sri Liew Kok Leong (“Larry”), CEO of ARB IOT, said, “the AI data centre experimental laboratory brings together academia and industry partners to drive innovation in AI technologies and improve the sustainability of AI application in the region. Such industry R&D platform will accelerate the translation and commercialisation of research, and we anticipate that the lab will actively contribute to the ongoing AI-driven growth and innovation.”

    Larry also expressed that the AI servers of ARB 222 and ARB 333 series will serve as the AI data centre hardware platform to support technological growth and create a vibrant ecosystem for AI research, development and deployment. Besides, the lab will also be used for exhibiting AI applications to showcase AI capabilities and present the latest advancements in AI technology. The AI servers of ARB 222 and ARB 333 series offer cost-effective options to customers by optimising resources, reducing operational costs, and improving efficiency. These AI servers offer a balanced, cost-effective and flexible solution ideal for data centres, offering an alternative to the H100/200 solutions currently available in the market.

    Muhammad Badrun Almuhaimin Bin Baharon, Director of GKSB said, “we will be responsible for the operations of AI data centre,  operating AI servers of ARB 222 and ARB 333 series, and developing new market segments in AI industry in this region. To complement the development in the AI industry, we will also be offering the leasing services of data centre AI computing power in Malaysia. The set-up of this AI data centre experimental lab boosts our confidence in funding the set-up of AI data centres in Malaysia.”

    Associate Professor Dr. Rabiah Abdul Kadir, the director of IVI-UKM and the chairman of the UKM Startup emphasised that this AI Data Centre experimental lab can significantly elevate AI research and development to next level by developing efficient AI models with lower energy consumption and better performance. It is expected to play a crucial role in nurturing and incubating talents in the AI industry. By having the cost-effective and flexible solution from ARB 222 and ARB 333 series, she was excited that IVI-UKM will be the technology partner to initiate the AI research and development with the Company.

    About the UKM Startup and IVI-UKM

    The UKM Startup is affiliated with the IVI-UKM, a research institute under UKM, established to advance the field of visual informatics. IVI-UKM was established with objectives to integrate multidisciplinary areas encompassing areas such as artificial intelligence, virtual reality, haptic computation, computer vision, data analytics and visualization, simulation, and image processing. The UKM Startup is committed to offering AI training programs to enables machine to learn from experience, adapt to new data, and automate tasks in a wide range of field, and integrating AI analytics dashboards into business intelligence platforms.

    About GKSB

    GKSB is dedicated to empowering Malaysian businesses through technological innovation, focusing on delivering advanced computing systems for enterprises, research institutions and developers.

    About ARB IOT Group Limited

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

    Safe Harbor Statement

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

    For further information, please contact:

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

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