Category: Finance

  • MIL-OSI: QXO Proposes Full Slate of Independent Directors for Election at Beacon Roofing Supply’s 2025 Annual Meeting

    Source: GlobeNewswire (MIL-OSI)

    GREENWICH, Conn., Feb. 12, 2025 (GLOBE NEWSWIRE) — QXO, Inc. (NYSE: QXO) announced today that it has informed Beacon Roofing Supply, Inc. (Nasdaq: BECN) that it will propose 10 independent director nominees at Beacon’s 2025 Annual Meeting of Shareholders to replace Beacon’s Board of Directors.

    The slate of independent nominees includes current and former senior executives and directors of leading global companies who were selected for their deep expertise with large-scale corporate transformations, extensive knowledge of the building products and distribution sectors, and track records of unlocking shareholder value.

    “We are proposing a slate of high-caliber, independent director nominees who are astute at delivering value to shareholders of large public companies,” said Brad Jacobs, chairman and chief executive officer of QXO. “If elected, our nominees would give Beacon’s shareholders a direct voice in advocating for an independent evaluation of QXO’s proposal.”  

    On January 27, 2025, QXO commenced a tender offer to purchase all outstanding shares of Beacon for $124.25 per share in cash for an aggregate enterprise value of approximately $11 billion, representing a 37% premium to Beacon’s 90-day unaffected volume-weighted average price per share as of November 15, 2024, when news of QXO’s offer was first brought to public attention. QXO’s offer price of $124.25 per share is higher than Beacon’s shares have ever traded. QXO’s tender offer will be outstanding until 12:00 midnight (New York City time) at the end of February 24, 2025. QXO has received antitrust clearance for the acquisition in both the U.S. and Canada and is prepared to complete it shortly after the offer expires, subject to the terms of the offer.

    QXO intends to solicit proxies from Beacon stockholders by filing a proxy statement and universal WHITE proxy voting card for Beacon’s 2025 Annual Meeting. Beacon stockholders can choose to replace Beacon’s current directors and elect the 10 new directors proposed by QXO by voting “FOR” on the universal WHITE proxy card. Stockholders can cast their vote prior to or at Beacon’s 2025 Annual Meeting, which is expected to be held in May.

    Nominees

    QXO’s independent nominees for Beacon’s Board of Directors are:

    Sheree Bargabos: Sheree Bargabos served as president, roofing and asphalt for over a decade with Owens Corning (NYSE: OC), a global manufacturer of building and composite material systems. During her 37-year tenure with the company, she held a variety of leadership roles, including vice president, customer experience, roofing. More recently, Ms. Bargabos was a non-executive director of the board and member of the governance committee of PGT Innovations, Inc. (formerly NYSE: PGTI), a manufacturer of high-performance windows and doors, until the company was acquired by MITER Brands in 2024. Since 2018, she has served on the board of Steel Dynamics, Inc. (Nasdaq: STLD), a leading steel producer in the U.S., where she sits on the audit and compensation committees.

    Paul Camuti: Paul Camuti is the former executive vice president and chief technology and sustainability officer of Trane Technologies plc (NYSE: TT), a global leader in HVAC and refrigeration solutions for residential, commercial, and industrial markets, which separated from Ingersoll Rand, Inc. (NYSE: IR) in 2020. Prior to that, Mr. Camuti served as chief technology officer, corporate sustainability, and senior vice president, innovation, at Ingersoll Rand for nine years. Earlier, he spent 13 years at Siemens AG (OTC: SIEGY), holding various divisional executive leadership roles. Mr. Camuti currently serves on the board of Garrett Motion, Inc. (Nasdaq: GTX) and previously served on the board of The ExOne Company (formerly Nasdaq: XONE).

    Karel Czanderna: Karel Czanderna is the former president, chief executive officer and a board director of Flexsteel Industries, Inc. (Nasdaq: FLXS), a global leader in the design and production of residential furniture. Prior to Flexsteel, she was group president of the building materials division of Owens Corning (NYSE: OC) and earlier held divisional executive leadership roles with Whirlpool Corp. (NYSE: WHR). Ms. Czanderna serves on the boards of Cibo Vita, Inc. and Soteria Flexibles, and previously served on the board of BlueLinx Holdings Inc. (NYSE: BXC), a wholesale distributor of building and industrial products.

    Jonathan Foster: Jonathan Foster is the founder and a managing director of Current Capital Partners, an independent advisory and merchant banking firm. His 35-year career in financial and investment services includes 10 years with Lazard, Inc. (NYSE: LAZ), where he rose to managing director. He has served on more than 40 corporate boards, including current roles on the boards of Berry Global Group, Inc. (NYSE: BERY), Five Point Holdings, LLC (NYSE: FPH), and Lear Corp. (NYSE: LEA). Previously, he was a director and the audit committee chair of door manufacturer Masonite International Corp. for 15 years and served on the special transaction committee during the company’s sale to Owens Corning (NYSE: OC).

    Mauro Gregorio: Mauro Gregorio is the former president of Performance Materials & Coatings at Dow Inc. (NYSE: DOW), a global leader in materials science. He previously served as chief executive officer of Dow Silicones Corp., formerly Dow Corning, and president of Dow Consumer Solutions. Mr. Gregorio serves on the board of Eagle Materials, Inc. (NYSE: EXP), a construction products manufacturer, and sits on the audit and corporate governance, nominating and sustainability committees. Mr. Gregorio also serves on the board of Radius Recycling, Inc. (Nasdaq: RDUS), formerly Schnitzer Steel Industries, Inc., and sits on the audit and compensation and human resources committees.

    Michael Lenz: Michael Lenz is the former chief financial officer of FedEx Corp. (NYSE: FDX), overseeing all financial functions within its portfolio of transportation, e-commerce and supply chain management services. He held a variety of senior roles during his 18-year tenure with FedEx, including senior vice president and treasurer. Prior to FedEx, he was with American Airlines Group, Inc. (NYSE: AAL) for 11 years in investor relations, international network, and strategic planning roles. Mr. Lenz serves on the board of Methodist Le Bonheur Healthcare.

    Teresa May: Teresa May is the president and owner of H+G Advisory, LLC and an advisor for portfolio operations at private equity firm KPS Capital Partners. Her 25-year career as an international growth and strategic marketing executive includes prior positions as chief marketing officer for American Woodmark Corp. (Nasdaq: AMWD), head of global strategic marketing for Owens Corning (NYSE: OC), and president of healthcare and chief strategy officer of security solutions for Stanley Black & Decker, Inc. (NYSE: SWK). Ms. May is a member of the board of Fluidmaster, Inc., a global leader in water management, and previously served on the boards of American Woodmark and Transcendia, Inc.

    Stephen Newlin: Stephen Newlin is the former president, chief executive officer and chairman of the board of Univar Solutions, Inc. (NYSE: UNVR), a global chemicals distributor. Prior to Univar, he was president, chief executive officer and chairman of PolyOne Corp., now Avient Corp. (NYSE: AVNT), a specialty polymer manufacturer and distributor. Mr. Newlin is currently chairman of the board of Oshkosh Corp. (NYSE: OSK), a global equipment manufacturer, where he also sits on the audit, governance, and human resource committees. He previously served on the boards of The Chemours Company (NYSE: CC) and Valspar Corp (NYSE: VAL), prior to its acquisition by Sherwin Williams in 2017.

    Joseph Reitmeier: Joseph Reitmeier is the former chief financial officer of Lennox International, Inc. (NYSE: LII), a global manufacturer of residential and commercial climate control solutions and refrigeration systems. Since 2016, he has served on the board of Watts Water Technologies, Inc. (NYSE: WTS), a global leader of water quality solutions. Mr. Reitmeier currently sits on the board’s audit committee, the governance and sustainability committees, and previously served on the nominating and corporate governance committee.

    Wendy Whiteash: Wendy Whiteash is the former executive vice president, integration and strategic priorities, for US LBM Holdings, LLC, a leading distributor of roofing, siding, windows, doors, decking, and engineered components. Earlier, she served as US LBM’s chief human resources officer. Ms. Whiteash spent the first 17 years of her career with Ferguson Enterprises, Inc. (NYSE: FERG), the largest U.S. value-added distributor of plumbing, heating, ventilation, air conditioning and MRO solutions, where she held various roles in finance, operations and human resources.

    Advisors

    Morgan Stanley & Co. LLC is acting as lead financial advisor to QXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel.

    About QXO

    QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management, business intelligence and other applications. QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The company is targeting tens of billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit www.qxo.com for more information.

    Forward-Looking Statements

    This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets, goals, regulatory approval timing and nominating directors are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Such factors include but are not limited to: the ultimate outcome of any possible transaction between QXO, Inc. (“QXO”) and Beacon Roofing Supply, Inc. (“Beacon”), including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those proposed; uncertainties as to whether Beacon will cooperate with QXO regarding the proposed transaction; the ultimate result should QXO commence a proxy contest for election of directors to Beacon’s Board of Directors; QXO’s ability to consummate the proposed transaction with Beacon; the conditions to the completion of the proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals; QXO’s ability to finance the proposed transaction; the substantial indebtedness QXO expects to incur in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; QXO’s ability to retain certain key employees; and general economic conditions that are less favorable than expected. QXO cautions that forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. QXO does not assume any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

    Important Additional Information and Where to Find It

    This communication is for informational purposes only and does not constitute a recommendation, an offer to purchase or a solicitation of an offer to sell Beacon securities. QXO and Queen MergerCo, Inc. (the “Purchaser”) filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) on January 27, 2025, and Beacon filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with the SEC on February 6, 2025. Investors and security holders are urged to carefully read the Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as each may be amended or supplemented from time to time) and the Solicitation/Recommendation Statement as these materials contain important information that investors and security holders should consider before making any decision regarding tendering their common stock, including the terms and conditions of the tender offer. The Tender Offer Statement, Offer to Purchase, Solicitation/Recommendation Statement and related materials are filed with the SEC, and investors and security holders may obtain a free copy of these materials and other documents filed by QXO and Beacon with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the Tender Offer Statement and other documents that QXO and the Purchaser file with the SEC will be made available to all investors and security holders of Beacon free of charge from the information agent for the tender offer: Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022, toll-free telephone: +1 (888) 750-5834.

    QXO and the other participants intend to file a preliminary proxy statement and accompanying WHITE universal proxy card with the SEC to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2025 Annual Meeting of stockholders of Beacon. QXO strongly advises all stockholders of Beacon to read the preliminary proxy statement, any amendments or supplements to such proxy statement, and other proxy materials filed by QXO with the SEC as they become available because they will contain important information. Such proxy materials will be available at no charge on the SEC’s website at www.sec.gov and at QXO’s website at investors.qxo.com. In addition, the participants in this proxy solicitation will provide copies of the proxy statement, and other relevant documents, without charge, when available, upon request. Requests for copies should be directed to the participants’ proxy solicitor.

    Certain Information Concerning the Participants

    The participants in the proxy solicitation are anticipated to be QXO, Brad Jacobs, Ihsan Essaid, Matt Fassler, Mark Manduca, Sheree Bargabos, Paul Camuti, Karel Czanderna, Jonathan Foster, Mauro Gregorio, Michael Lenz, Teresa May, Stephen Newlin, Joseph Reitmeier and Wendy Whiteash. As of the date of this communication, QXO owns 100 shares of common stock of Beacon in record name and Ms. Czanderna may be deemed to beneficially own 10 shares of common stock of Beacon held in a trust, for which Ms. Czanderna’s husband serves as trustee. As of the date of this communication, none of the other participants has any direct or indirect interest, by security holdings or otherwise, in Beacon.

    Media Contacts

    Joe Checkler
    joe.checkler@qxo.com
    203-609-9650

    Steve Lipin / Lauren Odell
    Gladstone Place Partners
    212-230-5930

    Investor Contacts

    Mark Manduca
    mark.manduca@qxo.com
    203-321-3889

    Scott Winter / Jonathan Salzberger
    Innisfree M&A Incorporated
    212-750-5833

    The MIL Network

  • MIL-OSI New Zealand: Release: Homelessness growing under National

    Source: New Zealand Labour Party

    Housing is going in the wrong direction under National, despite promises to build more houses and reduce the social housing waitlist.

    “The Salvation Army State of the Nation 2025 report shows Labour was making good progress in public housing, but that it has ground to a halt under this Government,” Labour housing spokesperson Kieran McAnulty said.

    “The Salvation Army today gave the example of a pregnant woman who sleeps not in a social house or in emergency housing, but in the doorway of the Salvation Army’s Rotorua base – that is a damning indictment of this Government’s housing policies.

    “Chris Bishop promised to ‘build enough state and social houses so that there is no social housing waitlist’. Tama Potaka promised to ‘build more social houses than the Labour Government’.

    Nicola Willis signed a pledge to increase the number of state houses in Auckland by 1000 a year, which the Prime Minister wrongly said was on track today.

    “According to a Letter of Expectation the Housing Minister and Finance Minister sent in August last year, Auckland will lose a net 199 homes in the year to June 2026.  

    “It is now clear these promises were never intended to be kept. They’re all full of it.

    “The Wellington City Mission says this is the worst they have seen things in living memory.

    “Frontline providers say people in genuine need are being prevented from accessing Emergency Housing, just to make the numbers look good.

    “To make things worse, we have today learnt the Government has cancelled transitional housing contracts, with no additional funding post June 2025. Ten families in Upper Hutt will soon have nowhere to live.

    “It is heartless and cruel for Bishop and Potaka to crow about the money they have saved from their changes to Emergency Housing when pregnant women and families are living on the street.

    “This isn’t just about those people who are directly affected. When homelessness goes up the whole country suffers – there is more demand on health services, people are forced into unsafe situations, and kids struggle to learn in school,” Kieran McAnulty said.


    Stay in the loop by signing up to our mailing list and following us on FacebookInstagram, and X.

    MIL OSI New Zealand News

  • MIL-OSI Security: Northfield Man Sentenced to 72 Months in Federal Prison for Attempting to Receive Two Pounds of Methamphetamine Through the United States Postal Service

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

    CONCORD – A Northfield man was sentenced today in federal court for his attempt to receive two packages of methamphetamine in New Hampshire through the United States Postal Service (USPS), Acting U.S. Attorney Jay McCormack announces.

    Joseph Crawford, of Northfield, age 33, was sentenced by U.S. District Court Judge Landya McCafferty to 72 months in federal prison and 3 years of supervised release.  On October 30, 2024, Crawford pleaded guilty to two counts of attempted possession with intent to distribute methamphetamine.

    “Joseph Crawford used the United States Postal Service in an attempt to smuggle dangerous drugs across state lines into the Granite State,” said Acting United States Attorney Jay McCormack. “Individuals using the mail as an avenue to traffic illegal narcotics to New Hampshire will be prosecuted and significantly punished.”

    “Joseph Crawford has repeatedly demonstrated a blatant disregard for the law and yesterday’s sentence puts him out of business and behind bars for receiving significant quantities of meth through the mail while on parole for two prior state drug convictions,” said Jodi Cohen, Special Agent in Charge of the FBI Boston Division.  “The FBI will continue to work with our law enforcement partners to prevent illegal drugs from hitting the streets in order to make our cities safer.”

    “As methamphetamine seizures are on the rise, DEA stands committed to keeping this highly addictive drug out of New Hampshire,” said Acting DEA Special Agent in Charge Stephen Belleau, New England Field Division.  “Today’s sentence not only holds Mr. Crawford accountable for his crimes but serves as a warning to those who attempt to bring this poison to the Granite State.”

    “The U.S. Postal Inspection Service and our law enforcement partners will continue to dedicate the resources necessary to keep methamphetamine producers and traffickers out of our communities,” said Inspector in Charge Ketty Larco-Ward, U.S. Postal Inspection Service. “Today’s sentencing is a result of a coordinated effort of our local and state law enforcement partners to keep methamphetamine and other drugs out of our communities.”

    On July 5 and July 19, 2023, the United States Postal Inspection Service (“USPIS”) flagged suspicious packages addressed to Joseph Crawford at an address in Northfield, New Hampshire, sent from California. USPIS obtained search warrants for both packages, which contained over two pounds of methamphetamine in total. 

    The United States Postal Inspection Service Boston Division, the Federal Bureau of Investigation, and the Drug Enforcement Administration led the investigation. The New Hampshire State Police, Claremont Police Department, and the Lebanon Police Department provided valuable assistance. Assistant United States Attorney Heather A. Cherniske prosecuted the case.

    This effort is part of an Organized Crime Drug Enforcement Task Forces (OCDETF) operation. OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. Additional information about the OCDETF Program can be found at https://www.justice.gov/OCDETF.

    ###

    MIL Security OSI

  • MIL-OSI: Diginex Limited Engages Lambert and SPRG to Drive Global Investor Relations and Shareholder Communications Program

    Source: GlobeNewswire (MIL-OSI)

    HONG KONG, Feb. 12, 2025 (GLOBE NEWSWIRE) — Diginex Limited (“Diginex” or the “Company”), a Cayman Islands-based impact technology company specializing in environmental, social, and governance (ESG) issues, has engaged international investor relations specialists Lambert by LLYC (Lambert) and its partner—Hong Kong-based Strategic Public Relations Group Ltd. (SPRG)—to lead a global investor relations and financial communications initiative to help broaden Diginex’s shareholder base. This collaboration underscores Diginex’s commitment to enhancing its visibility and investor engagement across key global markets.

    Working closely with Diginex’s leadership, Lambert and SPRG will execute an aggressive strategic investor relations program aimed at strengthening the Company’s presence within the global investment community. The initiative will emphasize how Diginex’s innovative, technology-driven solutions empower enterprises with comprehensive tools, empower enterprises with comprehensive tools to navigate the evolving and rapidly expanding sustainability landscape.

    Diginex recently completed a $10.61 million initial public offering (IPO), including the full exercise of the underwriters’ over-allotment option. The successful IPO and subsequent healthy market reaction reflect growing investor confidence in sustainability compliance technology and Diginex’s mission to democratize sustainability through innovative technology, dramatically reducing the cost of compliance with their tailored suite of platforms.

    Led by Lambert, the IR partnership will provide strategic guidance to Diginex, ensuring global investor outreach, enhanced shareholder engagement, and expanded visibility among institutional and retail investors.

    “This is an exciting time for Diginex as we accelerate investor engagement across a broad and diverse range of investor pools globally, strengthening and diversifying the shareholder base while increasing investor and marketplace familiarity with our brand and products” said Miles Pelham, Chairman of Diginex Limited. “Our partnership with Lambert and SPRG strengthens our presence in key financial markets and reinforces our leadership in ESG and sustainability technology. We remain committed to driving innovation and helping enterprises achieve their sustainability goals, ultimately striving to leave the world in a better place.”

    “With our successful public offering on the Nasdaq stock exchange, we look forward to working with Lambert and SPRG to speed-up and broaden our investor outreach,” said Mark Blick, Chief Executive Officer of Diginex Limited. “As demand for ESG solutions grows, we are focused on accelerating our global presence and delivering long-term value to our shareholders.”

    About Diginex Limited

    Diginex Limited is a Cayman Islands exempted company incorporated under the laws of the Cayman Islands in 2024, with subsidiaries located in Hong Kong, United Kingdom and 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, is headquartered in Hong Kong, 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 to 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

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

    The MIL Network

  • MIL-OSI: Birchcliff Energy Ltd. Announces Unaudited 2024 Full-Year and Fourth Quarter Results and 2024 Reserves Highlights

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, Feb. 12, 2025 (GLOBE NEWSWIRE) — Birchcliff Energy Ltd. (“Birchcliff” or the “Corporation”) (TSX: BIR) is pleased to announce its unaudited 2024 full-year and fourth quarter financial and operational results and highlights from its independent reserves evaluation effective December 31, 2024.

    “Due to the success of our 2024 capital program and driven by our improved capital efficiencies, we delivered annual average production of 76,695 boe/d and adjusted funds flow(1) of $236.8 million and returned $107.8 million to shareholders through common share dividends in 2024,” commented Chris Carlsen, President and Chief Executive Officer of Birchcliff. “The 27 wells we brought on production as part of the 2024 capital program delivered strong PDP reserves additions of 34.1 MMboe, which highlights the quality of our assets. We believe that there is significant intrinsic shareholder value embedded in Birchcliff’s asset base that is not reflected in our current share price, as demonstrated by our PDP reserves net asset value per common share(2) of $6.35 and $13.79 and $18.09 for our proved and proved plus probable reserves, respectively.(3) In addition, our Elmworth asset, which is largely unbooked from a reserves basis, provides us with significant inventory and a large potential future development area consisting of approximately 145 net sections of Montney lands.”

    “Our strategy for 2025 builds off of the operational momentum from 2024, maintaining our focus on capital efficiency improvements and further driving down costs. Our 2025 capital program has been designed to ensure that our capital is strategically deployed throughout the year, providing us with the flexibility to adjust our capital spending if necessary in response to the commodity price volatility we expect during 2025, including as a result of the potential for U.S. and Canadian tariffs and the start-up of LNG Canada.”

    2024 Financial and Operational Highlights

    • Delivered annual average production of 76,695 boe/d (82% natural gas and 18% liquids) in 2024 and quarterly average production of 77,623 boe/d (82% natural gas and 18% liquids) in Q4 2024.
    • Generated annual adjusted funds flow of $236.8 million in 2024 and quarterly adjusted funds flow of $71.8 million in Q4 2024. Cash flow from operating activities was $203.7 million in 2024 and $45.6 million in Q4 2024.
    • Reported annual net income to common shareholders of $56.1 million in 2024 and quarterly net income to common shareholders of $35.2 million in Q4 2024.
    • F&D capital expenditures were $273.1 million in 2024 and $58.3 million in Q4 2024. Birchcliff drilled 29 (29.0 net) wells and brought 27 (27.0 net) wells on production in 2024.
    • Returned $107.8 million to shareholders in 2024 through common share dividends.

    2024 Reserves Highlights(4)

    • Birchcliff brought 27 new wells on production as part of its 2024 F&D capital program with strong PDP reserves additions of 34.1 MMboe (1.26 MMboe per well) and delivered PDP F&D costs(5) of $8.01/boe, resulting in a PDP F&D operating netback recycle ratio(2) of 1.4x in 2024 on such additions.
    • Birchcliff added an aggregate of 23.7 MMboe of PDP reserves on an F&D basis in 2024, after adding back 2024 actual production of 28.1 MMboe(6) and including all other applicable PDP reserves adjustments in 2024. Birchcliff’s PDP reserves totalled 217.1 MMboe at December 31, 2024.
    • Birchcliff delivered PDP F&D costs of $11.52/boe and a PDP F&D operating netback recycle ratio of 1.0x on its aggregate 23.7 MMboe of PDP reserves additions, notwithstanding $18.8 million in F&D capital expenditures spent on strategic priorities in Elmworth for which there was no production or reserves assigned at year-end 2024.
    • At December 31, 2024, the net present value of future net revenue (before income taxes, discounted at 10%) was $2.3 billion for Birchcliff’s PDP reserves, $4.4 billion for its proved reserves and $5.6 billion for its proved plus probable reserves.
    • The net asset value per common share of Birchcliff’s PDP, proved and proved plus probable reserves at December 31, 2024 was $6.35, $13.79 and $18.09, respectively, which is 9%, 136% and 210% higher than the closing price of its common shares on the TSX on February 10, 2025 of $5.84.
    • Reserves life index(5) at December 31, 2024 of 7.7 years on a PDP basis, 23.6 years on a proved basis and 34.3 years on a proved plus probable basis.

    Birchcliff anticipates filing its annual information form and audited financial statements and related management’s discussion and analysis for the year ended December 31, 2024 on March 12, 2025.

    This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. For further information regarding the forward-looking statements and forward-looking information contained herein, see “Advisories – Forward-Looking Statements”. With respect to the disclosure of Birchcliff’s reserves and related reserves metrics contained in this press release, see “2024 Year-End Reserves”, “Presentation of Oil and Gas Reserves” and “Advisories – Oil and Gas Metrics”. With respect to the disclosure of Birchcliff’s production contained in this press release, unless otherwise stated herein, production volumes have been disclosed on a “gross” basis as such term is defined in National Instrument 51-101– Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). For further information regarding the disclosure of Birchcliff’s production contained herein, see “Advisories – Production”. In addition, this press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” as such terms are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”). Non-GAAP financial measures and non-GAAP ratios are not standardized financial measures under GAAP and might not be comparable to similar financial measures disclosed by other issuers. For further information regarding the non-GAAP and other financial measures used in this press release, see “Non-GAAP and Other Financial Measures”.

    ______________________________

    (1)  Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.

    (2)  Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (3)  Net asset value per common share is at December 31, 2024 and before income taxes (discounted at 10%). See “2024 Year-End Reserves – Net Asset Value”.

    (4)  Deloitte LLP (“Deloitte”) prepared an independent evaluation of the Corporation’s reserves effective December 31, 2024 as contained in their report dated February 12, 2025 (the “Deloitte Report”). The forecast commodity prices, inflation and exchange rates utilized in the Deloitte Report were computed using the average of forecasts from Deloitte, McDaniel & Associates Consultants Ltd. (“McDaniel”), GLJ Ltd. (“GLJ”) and Sproule Associates Limited (“Sproule”) effective January 1, 2025 (the “2024 Price Forecast”). See “2024 Year-End Reserves” and “Presentation of Oil and Gas Reserves”.

    (5)  See “Advisories – Oil and Gas Metrics”.

    (6)  Consists of 738.2 Mbbls of light oil, 1,619.6 Mbbls of condensate, 2,591.3 Mbbls of NGLs and 138,728.6 MMcf of natural gas.

    2024 UNAUDITED FINANCIAL AND OPERATIONAL SUMMARY

      Three months ended
    December 31,
      Twelve months ended
    December 31,
     
      2024   2023   2024   2023  
    OPERATING        
    Average production        
    Light oil (bbls/d) 1,993   1,649   2,017   1,849  
    Condensate (bbls/d) 4,310   5,145   4,425   5,202  
    NGLs (bbls/d) 7,748   7,653   7,080   6,306  
    Natural gas (Mcf/d) 381,433   372,594   379,040   374,052  
    Total (boe/d) 77,623   76,546   76,695   75,699  
    Average realized sales prices (CDN$)(1)        
    Light oil (per bbl) 95.18   100.07   98.90   99.07  
    Condensate (per bbl) 95.79   103.80   99.66   103.76  
    NGLs (per bbl) 26.20   26.95   26.37   26.92  
    Natural gas (per Mcf) 2.27   2.92   2.05   3.03  
    Total (per boe) 21.53   26.02   20.90   26.79  
             
    NETBACK AND COST ($/boe)        
    Petroleum and natural gas revenue(1) 21.53   26.03   20.91   26.80  
    Royalty expense (1.26 ) (2.75 ) (1.41 ) (2.54 )
    Operating expense (2.91 ) (3.81 ) (3.24 ) (3.83 )
    Transportation and other expense(2) (5.26 ) (5.53 ) (5.24 ) (5.69 )
    Operating netback(2) 12.10   13.94   11.02   14.74  
    G&A expense, net (2.00 ) (1.80 ) (1.45 ) (1.52 )
    Interest expense (1.40 ) (0.95 ) (1.31 ) (0.74 )
    Lease interest expense (0.33 )   (0.16 )  
    Realized gain (loss) on financial instruments 1.68   (0.38 ) 0.33   (1.35 )
    Other cash income (expense) 0.01   0.01   0.01   (0.03 )
    Adjusted funds flow(2) 10.06   10.82   8.44   11.10  
    Depletion and depreciation expense (8.96 ) (8.44 ) (8.79 ) (8.20 )
    Unrealized gain (loss) on financial instruments 5.95   (1.58 ) 3.51   (1.38 )
    Other expenses(3) (0.75 ) (1.88 ) (0.52 ) (0.95 )
    Deferred income tax (expense) recovery (1.37 ) 0.29   (0.64 ) (0.22 )
    Net income (loss) to common shareholders 4.93   (0.79 ) 2.00   0.35  
             
    FINANCIAL        
    Petroleum and natural gas revenue ($000s)(1) 153,741   183,295   586,856   740,359  
    Cash flow from operating activities ($000s) 45,641   79,006   203,710   320,529  
    Adjusted funds flow ($000s)(4) 71,838   76,215   236,794   306,827  
    Per basic common share ($)(2) 0.27   0.29   0.88   1.15  
    Free funds flow ($000s)(4) 13,528   18,049   (36,290 ) 2,190  
    Per basic common share ($)(2) 0.05   0.07   (0.13 ) 0.01  
    Net income (loss) to common shareholders ($000s) 35,216   (5,533 ) 56,100   9,780  
    Per basic common share ($) 0.13   (0.02 ) 0.21   0.04  
    End of period basic common shares (000s) 271,304   267,156   271,304   267,156  
    Weighted average basic common shares (000s) 270,185   266,667   269,081   266,465  
    Dividends on common shares ($000s) 27,126   53,390   107,833   213,344  
    F&D capital expenditures ($000s)(5) 58,310   58,166   273,084   304,637  
    Total capital expenditures ($000s)(4) 66,673   59,541   282,745   307,916  
    Revolving term credit facilities ($000s) 566,857   372,097   566,857   372,097  
    Total debt ($000s)(6) 535,557   382,306   535,557   382,306  

    (1)  Excludes the effects of financial instruments but includes the effects of any physical delivery contracts.

    (2)  Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (3)  Includes non-cash items such as compensation, accretion, amortization of deferred financing fees and other gains and losses.

    (4)  Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.

    (5)  See “Advisories – F&D Capital Expenditures”.

    (6)  Capital management measure. See “Non-GAAP and Other Financial Measures”.

    FULL-YEAR AND Q4 2024 UNAUDITED FINANCIAL AND OPERATIONAL RESULTS

    Production

    • Birchcliff’s production averaged 76,695 boe/d in 2024, a 1% increase from 2023. Production averaged 77,623 boe/d in Q4 2024, a 1% increase from Q4 2023. Birchcliff’s annual average production for 2024 was at the high-end of its guidance range of 75,000 to 77,000 boe/d.
    • The increases were primarily due to the strong performance of the Corporation’s capital program and the successful drilling of new Montney/Doig wells brought on production, partially offset by natural production declines. Full-year production in 2023 was negatively impacted by an unplanned system outage on Pembina’s Northern Pipeline system, which reduced the Corporation’s NGLs sales volumes in 2023.
    • Liquids accounted for 18% of Birchcliff’s total production in both 2024 and 2023, which was in line with Birchcliff’s guidance of 19%. Liquids accounted for 18% of Birchcliff’s total production in Q4 2024 as compared to 19% in Q4 2023.

    Adjusted Funds Flow and Cash Flow From Operating Activities

    • Birchcliff generated adjusted funds flow of $236.8 million in 2024, or $0.88 per basic common share, both of which decreased by 23% from 2023. Adjusted funds flow was $71.8 million in Q4 2024, or $0.27 per basic common share, a 6% and 7% decrease from Q4 2023, respectively. Birchcliff’s full-year adjusted funds flow in 2024 was higher than its guidance of $230 million primarily due to lower than expected royalty and G&A expenses.
    • Birchcliff’s cash flow from operating activities was $203.7 million in 2024, a 36% decrease from 2023. Cash flow from operating activities was $45.6 million in Q4 2024, a 42% decrease from Q4 2023.
    • The decreases in adjusted funds flow and cash flow from operating activities were primarily due to lower natural gas revenue, which was largely the result of a 32% and 22% decrease in the average realized sales price Birchcliff received for its natural gas production in the full-year and Q4 2024, respectively, as compared to 2023, and higher interest expenses. Birchcliff’s adjusted funds flow and cash flow from operating activities were positively impacted by lower royalty expenses and realized gains on financial instruments of $9.3 million and $12.0 million in the full-year and Q4 2024, respectively, as compared to realized losses on financial instruments of $37.3 million and $2.6 million in 2023.

    Net Income (Loss) to Common Shareholders

    • Birchcliff earned net income to common shareholders of $56.1 million in 2024, or $0.21 per basic common share, as compared to $9.8 million and $0.04 per basic common share in 2023. The increases were primarily due to an unrealized mark-to-market gain on financial instruments of $98.6 million in 2024 as compared to an unrealized mark-to-market loss on financial instruments of $38.2 million in 2023, partially offset by lower adjusted funds flow in 2024.
    • Birchcliff earned net income to common shareholders of $35.2 million in Q4 2024, or $0.13 per basic common share, as compared to a net loss to common shareholders of $5.5 million and $0.02 per basic common share in Q4 2023. The change to a net income position was primarily due to an unrealized mark-to-market gain on financial instruments of $42.5 million in Q4 2024 as compared to an unrealized mark-to-market loss on financial instruments of $11.1 million in Q4 2023.

    Debt and Credit Facilities

    • Total debt at December 31, 2024 was $535.6 million, a 40% increase from December 31, 2023. Birchcliff’s 2024 year-end total debt was at the high-end of its guidance range of $515 million to $535 million.
    • At December 31, 2024, Birchcliff had a balance outstanding under its extendible revolving credit facilities (the “Credit Facilities”) of $570.9 million (December 31, 2023: $374.1 million) from available Credit Facilities of $850.0 million (December 31, 2023: $850.0 million), leaving the Corporation with $279.1 million (33%) of unutilized credit capacity after adjusting for outstanding letters of credit and unamortized deferred financing fees. This unutilized credit capacity provides Birchcliff with significant financial flexibility and available capital resources. The Credit Facilities have a maturity date of May 11, 2027 and do not contain any financial maintenance covenants.

    Marketing and Natural Gas Market Diversification

    • Birchcliff’s physical natural gas sales exposure primarily consists of the AECO, Dawn and Alliance markets. In addition, the Corporation has various financial instruments outstanding that provide it with exposure to NYMEX HH pricing.

    The following table sets forth Birchcliff’s effective sales, production and average realized sales price for natural gas and liquids for Q4 2024, after taking into account the Corporation’s financial instruments:

    Three months ended December 31, 2024
      Effective
    sales
    (CDN$000s)
    Percentage of total sales
    (%)
    Effective
    production
    (per day)
    Percentage of
    total natural gas production
    (%)
    Percentage of
    total corporate production
    (%)
    Effective average realized
    sales price
    (CDN$)
    Market            
    AECO(1)(2) 11,831 6 82,345 Mcf 21 18 1.56/Mcf
    Dawn(3) 48,281 26 162,555 Mcf 43 35 3.23/Mcf
    NYMEX HH(1)(4) 53,015 28 136,533 Mcf 36 29 4.22/Mcf
    Total natural gas(1) 113,127 60 381,433 Mcf 100 82 3.22/Mcf
    Light oil 17,450 10 1,993 bbls   3 95.18/bbl
    Condensate 37,985 20 4,310 bbls   5 95.79/bbl
    NGLs 18,679 10 7,748 bbls   10 26.20/bbl
    Total liquids 74,114 40 14,051 bbls   18 57.33/bbl
    Total corporate(1) 187,241 100 77,623 boe   100 26.22/boe

    (1)  Effective sales and effective average realized sales price on a total natural gas and total corporate basis and for the AECO and NYMEX HH markets are non-GAAP financial measures and non-GAAP ratios, respectively. See “Non-GAAP and Other Financial Measures”.

    (2)  Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. All of Birchcliff’s short-term physical Alliance sales and production during Q4 2024 received AECO premium pricing and have therefore been included as effective sales and production in the AECO market.

    (3)  Birchcliff has agreements for the firm service transportation of an aggregate of 175,000 GJ/d of natural gas on TransCanada PipeLines’ Canadian Mainline, whereby natural gas is transported to the Dawn trading hub in Southern Ontario.

    (4)  NYMEX HH effective sales and production include financial NYMEX HH/AECO 7A basis swap contracts for an aggregate of 147,500 MMBtu/d at an average contract price of NYMEX HH less US$1.12/MMBtu during Q4 2024.
    Birchcliff’s effective average realized sales price for NYMEX HH of CDN$4.22/Mcf (US$2.76/MMBtu) was determined on a gross basis before giving effect to the average NYMEX HH/AECO 7A fixed contract basis differential price of CDN$1.71/Mcf (US$1.12/MMBtu) and includes any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q4 2024.
    After giving effect to the NYMEX HH/AECO 7A fixed contract basis differential price and including any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q4 2024, Birchcliff’s effective average realized net sales price for NYMEX HH was CDN$2.51/Mcf (US$1.64/MMBtu) in Q4 2024.

    The following table sets forth Birchcliff’s physical sales, production, average realized sales price, transportation costs and natural gas sales netback by natural gas market for the periods indicated, before taking into account the Corporation’s financial instruments:

    Three months ended December 31, 2024
    Natural
    gas
    market
    Natural gas
    sales(1)
    (CDN$000s)
    Percentage of
    natural gas
    sales
    (%)
    Natural gas
    production

    (Mcf/d)
    Percentage of
    natural gas
    production

    (%)
    Average realized
    natural gas sales
    price(1)
    (CDN$/Mcf)
    Natural gas
    transportation
    costs
    (2)
    (CDN$/Mcf)
    Natural gas
    sales
    netback
    (3)
    (CDN$/Mcf)
    AECO 31,027 39 216,321 57 1.57 0.38 1.19
    Dawn 48,281 60 162,555 42 3.23 1.43 1.80
    Alliance(4) 307 1 2,557 1 1.30 1.30
    Total 79,615 100 381,433 100 2.27 0.83 1.44
    Three months ended December 31, 2023
    Natural
    gas
    market
    Natural gas
    sales(1)
    (CDN$000s)
    Percentage of
    natural gas
    sales
    (%)
    Natural gas
    production

    (Mcf/d)
    Percentage of
    natural gas
    production

    (%)
    Average realized
    natural gas sales
    price(1)
    (CDN$/Mcf)
    Natural gas
    transportation
    costs
    (2)
    (CDN$/Mcf)
    Natural gas
    sales
    netback
    (3)
    (CDN$/Mcf)
    AECO 50,508 51 203,024 55 2.72 0.38 2.33
    Dawn 47,433 47 161,119 43 3.20 1.42 1.78
    Alliance(4) 2,016 2 8,451 2 2.59 2.59
    Total 99,957 100 372,594 100 2.92 0.83 2.09

    (1)  Excludes the effects of financial instruments but includes the effects of any physical delivery contracts.

    (2)  Reflects costs to transport natural gas from the field receipt point to the delivery sales trading hub.

    (3)  Natural gas sales netback denotes the average realized natural gas sales price less natural gas transportation costs.

    (4)  Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. Alliance sales are recorded net of transportation tolls.

    Capital Activities and Investment

    • F&D capital expenditures were $273.1 million in 2024, as compared to Birchcliff’s guidance of $250 million to $270 million.
    • In 2024, the Corporation achieved a significant year-over-year improvement in capital efficiency(7) for its wells of approximately 24% compared to 2023. The following table sets forth the wells that were drilled and brought on production in 2024:
      Number of wells
    drilled in 2024(1)
    Number of wells brought
    on production in 2024
    Pouce Coupe    
         
      04-30 (5-well pad) Montney D1 0(2) 5
             
      16-17 (5-well pad) BD/UM 1 1
        Montney D1 3 3
        Montney D4 1 1
             
      16-15 (6-well pad) Montney D1 6 6
             
      10-22 (5-well pad) Montney D1 5 5
             
      04-05 (5-well pad) Montney D1 5 0(3)
             
    Gordondale    
         
      02-27 (2-well pad) Montney D1 1 1
        Montney D2 1 1
             
      01-10 (4-well pad) Montney D1 4 4
             
    Elmworth    
             
      13-09 vertical Montney 1 0
             
      01-28 horizontal Montney 1 0
           
    TOTAL 29 27

    (1)  All wells are natural gas wells, except for the 4-well 01-10 pad, which are light oil wells.

    (2)  The five wells drilled on the 04-30 pad were drilled in December 2023.

    (3)  The five wells drilled on the 04-05 pad are scheduled to come on production later in February 2025.

    ______________________________

    (7)  See “Advisories – Oil and Gas Metrics”.

    UPDATE ON 2025 CAPITAL PROGRAM

    • As disclosed in Birchcliff’s press release dated January 22, 2025, the Corporation’s board of directors (the “Board”) approved a disciplined F&D capital budget of $260 million to $300 million for 2025. Benefitting from the learnings gained from the Corporation’s 2024 capital program, the wells in Birchcliff’s 2025 capital program are expected to yield strong production, using the Corporation’s latest field development practices and wellbore design, which incorporates longer lateral lengths, reduced cluster spacing and increased proppant loading where appropriate.
    • The Corporation successfully completed drilling its 5-well 04-05 pad in Pouce Coupe in December 2024. Completions operations are currently underway on the pad, with the wells scheduled to come on production later in February 2025. The pad was drilled in the Lower Montney targeting high-rate natural gas wells.
    • The Corporation is currently drilling its 3-well 07-10 pad in Pouce Coupe. The pad is targeting condensate-rich natural gas wells in the Lower Montney. The wells are anticipated to be brought on production at the end of Q1 2025.
    • The Corporation successfully completed drilling its 4-well 02-27 pad in Gordondale in February 2025, with completions operations scheduled to begin in March 2025. The pad is targeting condensate-rich natural gas wells in the Lower Montney. The wells are anticipated to be brought on production in early Q2 2025.
    • In Elmworth, the Corporation completed a horizontal land retention well and has commenced a short clean-up test. As disclosed in the Corporation’s press release on January 22, 2025, this well is not currently planned to be tied in.

    U.S. AND CANADIAN TARIFFS

    • While Birchcliff hopes that there will not be a trade dispute between the United States and Canada, the Corporation believes that Canada’s over-reliance on exporting its energy into the U.S. must be addressed through the reduction of red tape and government interference in the construction of critical infrastructure such as oil and gas pipelines to the east and west coasts of Canada, LNG terminals on each coast and an increase in refining capacity within Canada, in order to diversify Canada’s energy export market. The Corporation continues to actively monitor this situation.
    • Birchcliff believes that its ongoing strategy of maintaining significant natural gas market diversification for 2025 will continue to protect the Corporation from volatility in the North American natural gas pricing environment, including as it relates to potential tariffs. Approximately 41% of Birchcliff’s natural gas production is physically delivered to the Dawn trading hub in Ontario, which is priced in U.S. dollars, and the Corporation also has U.S. denominated financial contracts that expose approximately 35% of its natural gas production to NYMEX HH pricing on a financial basis, without physical delivery into the United States.

    2024 YEAR-END RESERVES

    The reserves data set forth below at December 31, 2024 is based upon the Deloitte Report, which has been prepared in accordance with the standards contained in the Canadian Oil and Gas Evaluation Handbook (the “COGE Handbook”) and NI 51-101.

    The reserves data provided in this press release presents only a portion of the disclosure required under NI 51-101. The disclosure required under NI 51-101 will be contained in Birchcliff’s annual information form for the year ended December 31, 2024, which is expected to be filed on SEDAR+ (www.sedarplus.ca) on March 12, 2025.

    In some of the tables below, numbers may not add due to rounding. The estimates of future net revenue contained herein do not represent fair market value. For additional information regarding the presentation of Birchcliff’s reserves disclosure contained herein, see “Presentation of Oil and Gas Reserves” and “Advisories” in this press release.

    Reserves Summary

    The following table summarizes the estimates of Birchcliff’s gross reserves at December 31, 2024 and December 31, 2023, estimated using the forecast price and cost assumptions in effect as at the effective date of the applicable reserves evaluation:

    Reserves Category December 31, 2024
    (Mboe)
      December 31, 2023(1)
    (Mboe)
      % Change  
    Proved Developed Producing 217,076   220,536   (2)  
    Total Proved 667,390   691,886   (4)  
    Total Proved Plus Probable 969,636   993,897   (2)  

    (1)  Deloitte prepared an independent evaluation of the Corporation’s reserves effective December 31, 2023 as contained in their report dated February 14, 2024 (the “2023 Deloitte Report”). The forecast commodity prices, inflation and exchange rates utilized in the 2023 Deloitte Report were computed using the average of forecasts from Deloitte, McDaniel, GLJ and Sproule effective January 1, 2024 (the “2023 Price Forecast”).

    The following table sets forth Birchcliff’s light crude oil and medium crude oil, conventional natural gas, shale gas and NGLs reserves at December 31, 2024, estimated using the 2024 Price Forecast:

    Reserves Category Light Crude Oil and
    Medium Crude Oil
    Conventional
    Natural Gas
    Shale Gas NGLs(1) Total Oil Equivalent
    Gross
    (Mbbls)
    Net
    (Mbbls)
    Gross
    (MMcf)
    Net
    (MMcf)
    Gross
    (MMcf)
    Net
    (MMcf)
    Gross
    (Mbbls)
    Net
    (Mbbls)
    Gross
    (Mboe)
    Net
    (Mboe)
    Proved                  
      Developed Producing 4,889 3,946 6,051 5,707 1,053,238 971,102 35,639 29,058 217,076 195,805
      Developed Non-Producing 9 9 0 0 4,840 4,537 239 203 1,054 968
      Undeveloped 7,089 5,747 2,858 2,625 2,320,235 2,094,569 54,988 42,966 449,259 398,246
    Total Proved 11,987 9,701 8,909 8,332 3,378,312 3,070,208 90,866 72,227 667,390 595,019
    Total Probable 9,083 6,933 5,270 4,911 1,442,846 1,272,820 51,811 39,640 302,246 259,529
    Total Proved Plus Probable 21,070 16,635 14,179 13,243 4,821,158 4,343,028 142,676 111,868 969,636 854,547

    (1)  NGLs includes condensate.

    Net Present Values of Future Net Revenue

    The following table sets forth the net present values of future net revenue attributable to Birchcliff’s reserves at December 31, 2024, estimated using the 2024 Price Forecast, before deducting future income tax expenses and calculated at various discount rates:

    Reserves Category Before Income Taxes Discounted At (%/year)   Unit Value
    Discounted
    at 10%/year

    ($/boe)(1)
    0
    ($000s)
    5
    ($000s)
    10
    ($000s)
    15
    ($000s)
    20
    ($000s)
     
    Proved              
    Developed Producing 3,670,971 2,851,081 2,277,750 1,892,104 1,621,811   11.63
    Developed Non-Producing 13,717 9,900 7,499 5,888 4,750   7.75
    Undeveloped 7,083,864 3,707,943 2,073,919 1,199,557 694,944   5.21
    Total Proved 10,768,552 6,568,924 4,359,168 3,097,549 2,321,504   7.33
    Total Probable 6,210,051 2,553,082 1,204,663 632,630 361,133   4.64
    Total Proved Plus Probable 16,978,602 9,122,005 5,563,831 3,730,179 2,682,638   6.51

    (1)   Unit values are based on net reserves volumes.

    Net Asset Value

    Net asset value reflects the estimated long-term fair value of Birchcliff’s underlying reserves assets after settling its outstanding financial obligations at a point in time. The net present value of the Corporation’s reserves can vary significantly depending on the oil and natural gas price assumptions used by Deloitte and assumes only the reserves identified in the applicable reserves report, with no further acquisitions or incremental development.

    The following table sets forth Birchcliff’s net asset value for its PDP, total proved and total proved plus probable reserves for the periods indicated:

    ($000s, except per share amounts) Proved Developed Producing Total Proved Total Proved Plus Probable
    As at December 31,   2024     2023     2024     2023     2024     2023  
    Reserves, NPV10%(1)   2,277,750     2,620,064     4,359,168     5,405,617     5,563,831     6,835,417  
    Total debt(2)   (535,557 )   (382,306 )   (535,557 )   (382,306 )   (535,557 )   (382,306 )
    Unexercised securities(3)   34,961     16,717     34,961     16,717     34,961     16,717  
    Net asset value(4)(5)   1,777,154     2,254,475     3,858,572     5,040,028     5,063,235     6,469,828  
    Net asset value (per common share)(4)(5)(6) $6.35   $8.22   $13.79   $18.38   $18.09   $23.60  

    (1)  Represents the net present value of the future net revenue (before income taxes, discounted at 10%) of Birchcliff’s PDP, total proved and total proved plus probable reserves, as applicable, as estimated by Deloitte effective December 31, 2024 and December 31, 2023, using forecast prices and costs.

    (2)  Capital management measure. See “Non-GAAP and Other Financial Measures”.

    (3)  Represents the value of unexercised in-the-money stock options and performance warrants outstanding at the end of the year. The closing trading price on the TSX of Birchcliff’s common shares on December 31, 2024 and December 29, 2023 was $5.42 and $5.78, respectively.

    (4)  Excludes any value from undeveloped land and seismic.

    (5)  Net asset value is a non-GAAP financial measure and net asset value per common share is a non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (6) For 2024, based on 279.9 million common shares, which includes 271.3 million basic common shares outstanding at December 31, 2024 and 8.6 million dilutive common shares from unexercised in-the-money stock options and performance warrants outstanding at December 31, 2024. For 2023, based on 274.2 million common shares, which includes 267.2 million basic common shares outstanding at December 31, 2023 and 7.0 million dilutive common shares from unexercised in-the-money stock options and performance warrants outstanding at December 31, 2023.

    Net asset value decreased in all categories of reserves in 2024 as compared to 2023 primarily due to lower forecast prices in the 2024 Price Forecast compared to the 2023 Price Forecast, including an AECO price decrease of approximately 20% for 2025 through 2027 and approximately 11% thereafter.

    Pricing Assumptions

    The following table sets forth the 2024 Price Forecast used in the Deloitte Report:

    Year Crude Oil
      Natural Gas(1)
      NGLs
    Currency Exchange Rate (US$/CDN$) Price and Cost Inflation Rates
    (%)
                                       
    WTI at Cushing Oklahoma (US$/bbl) Edmonton City Gate (CDN$/bbl) Alberta AECO
    Average Price
    (CDN$/Mcf)
    Ontario Dawn
    Reference Point
    (CDN$/Mcf)
    NYMEX Henry Hub
    (US$/Mcf)
    Edmonton Ethane
    (CDN$/bbl)
    Edmonton Propane (CDN$/bbl) Edmonton Butane (CDN$/bbl) Edmonton Pentanes + Condensate (CDN$/bbl)
    2025 71.19   94.00   2.35   4.28   3.30   7.27   32.05   48.68   98.02   0.714 0.0
    2026 73.20   94.84   3.32   4.83   3.76   10.40   31.19   47.43   97.60   0.731 2.0
    2027 74.54   95.28   3.52   4.94   3.93   11.04   31.28   47.63   97.43   0.736 2.0
    2028 76.28   96.40   3.69   5.05   4.01   11.61   31.70   48.26   98.60   0.758 2.0
    2029 77.81   98.33   3.77   5.14   4.10   11.85   32.33   49.22   100.58   0.758 2.0
    2030 79.37   100.30   3.84   5.25   4.17   12.08   32.98   50.20   102.57   0.758 2.0
    2031 80.96   102.31   3.92   5.34   4.25   12.34   33.64   51.21   104.63   0.758 2.0
    2032 82.57   104.36   3.99   5.46   4.34   12.58   34.31   52.24   106.73   0.758 2.0
    2033 84.22   106.44   4.08   5.58   4.43   12.85   35.00   53.27   108.86   0.758 2.0
    2034 85.91   108.57   4.16   5.68   4.52   13.10   35.69   54.35   111.04   0.758 2.0
    2035 87.63   110.74   4.24   5.80   4.61   13.37   36.41   55.43   113.27   0.758 2.0
    2036 89.38   112.95   4.33   5.93   4.69   13.64   37.14   56.54   115.52   0.758 2.0
    2037 91.17   115.21   4.42   6.03   4.79   13.91   37.88   57.67   117.84   0.758 2.0
    2038 92.99   117.51   4.51   6.14   4.88   14.19   38.63   58.83   120.20   0.758 2.0
    2039 94.85   119.86   4.59   6.28   4.99   14.47   39.41   60.00   122.60   0.758 2.0
    2040 96.75   122.26   4.68   6.41   5.09   14.76   40.20   61.20   125.05   0.758 2.0
    2041 98.69   124.71   4.78   6.54   5.19   15.05   41.00   62.43   127.56   0.758 2.0
    2042 100.66   127.20   4.87   6.67   5.29   15.35   41.82   63.68   130.10   0.758 2.0
    2043 102.67   129.75   4.97   6.81   5.39   15.66   42.66   64.94   132.71   0.758 2.0
    2044 104.72   132.34   5.07   6.93   5.51   15.98   43.51   66.24   135.36   0.758 2.0
    2044+ 2.0%   2.0%   2.0%   2.0%   2.0%   2.0%   2.0%   2.0%   2.0%   0.758 2.0

    (1)  1 Mcf = 1 MMBtu.

    Reconciliation of Changes in Reserves

    The following table sets forth the reconciliation of Birchcliff’s gross reserves at December 31, 2024 as set forth in the Deloitte Report, estimated using the 2024 Price Forecast, to Birchcliff’s gross reserves at December 31, 2023:

    Factors Light Crude Oil
    and

    Medium Crude
    Oil

    (Mbbls)
    Conventional
    Natural Gas

    (MMcf)
    Shale Gas
    (MMcf)
    NGLs(8)
    (Mbbls)
    Oil Equivalent
    (Mboe)
    GROSS TOTAL PROVED          
    Opening balance December 31, 2023 14,460   10,251   3,493,022   93,547   691,886  
    Extensions and Improved Recovery(1) 0   0   58,875   2,287   12,099  
    Technical Revisions(2) (1,724 ) 2,244   (37,966 ) (2,022 ) (9,699 )
    Discoveries(3) 0   0   0   0   0  
    Acquisitions(4) 0   0   18,193   1,633   4,665  
    Dispositions(5) 0   0   0   0   0  
    Economic Factors(6) (12 ) (2,746 ) (15,923 ) (367 ) (3,491 )
    Production(7) (738 ) (840 ) (137,889 ) (4,211 ) (28,070 )
    Closing balance December 31, 2024 11,987   8,909   3,378,312   90,866   667,390  
    GROSS TOTAL PROBABLE
    Opening balance December 31, 2023 10,088   5,666   1,438,587   51,213   302,011  
    Extensions and Improved Recovery(1) 0   0   9,320   1,602   3,155  
    Technical Revisions(2) (1,003 ) (2,604 ) (33,104 ) (3,347 ) (10,301 )
    Discoveries(3) 0   0   0   0   0  
    Acquisitions(4) 0   0   24,508   2,296   6,381  
    Dispositions(5) 0   0   0   0   0  
    Economic Factors(6) (2 ) 2,208   3,535   45   1,000  
    Production(7) 0   0   0   0   0  
    Closing balance December 31, 2024 9,083   5,270   1,442,846   51,811   302,246  
    GROSS TOTAL PROVED PLUS PROBABLE
    Opening balance December 31, 2023 24,549   15,917   4,931,609   144,760   993,897  
    Extensions and Improved Recovery(1) 0   0   68,195   3,888   15,254  
    Technical Revisions(2) (2,727 ) (361 ) (71,069 ) (5,369 ) (20,000 )
    Discoveries(3) 0   0   0   0   0  
    Acquisitions(4) 0   0   42,701   3,929   11,046  
    Dispositions(5) 0   0   0   0   0  
    Economic Factors(6) (14 ) (538 ) (12,389 ) (322 ) (2,490 )
    Production(7) (738 ) (840 ) (137,889 ) (4,211 ) (28,070 )
    Closing balance December 31, 2024 21,070   14,179   4,821,158   142,676   969,636  

    (1)  Additions to volumes resulting from capital expenditures for: (i) step-out drilling in previously discovered reservoirs; (ii) infill drilling in previously discovered reservoirs that were not drilled as part of an enhanced recovery scheme; and (iii) the installation of improved recovery schemes.

    (2)  Positive or negative volume revisions to an estimate resulting from new technical data or revised interpretations on previously assigned volumes, performance and operating costs. This category also includes revisions resulting from well locations combined or removed as part of an updated development plan.

    (3)  Additions to volumes in reservoirs where no reserves were previously booked.

    (4)  Positive additions to volume estimates because of purchasing interests in oil and gas properties.

    (5)  Reductions in volume estimates because of selling all or a portion of an interest in oil and gas properties.

    (6)  Changes to volumes resulting from different price forecasts, inflation rates and regulatory changes.

    (7)  Reductions in the volume estimates due to actual production.

    (8)  NGLs includes condensate.

    Key highlights include the following:

    • Extensions and Improved Recovery
      • Reserves were added from 27 wells brought on production pursuant to the Corporation’s successful 2024 capital program. The 2024 program was focused in Birchcliff’s core areas in Pouce Coupe and Gordondale, converting proved and probable undeveloped reserves into PDP reserves.
    • Technical Revisions
      • The technical revisions in all reserves categories for light crude oil and medium crude oil were primarily the result of: (i) higher gas-to-oil ratios for existing producing oil wells in the southeast area in Gordondale; and (ii) potential future drilling location adjustments based on offsetting well performance.
      • The technical revisions in all reserves categories for conventional natural gas were primarily the result of existing well performance.
      • The technical revisions in all reserves categories for shale gas were primarily the result of:

    (i) an updated reserves forecast for existing wells based on historical performance, which included a reduction in the reserves attributable to 56 existing high-density producing wells that were drilled from 2019 to 2023. The Corporation does not expect that the technical revisions relating to these wells will negatively impact future reserves booked for other existing or future wells;

    (ii) an updated full-field development plan, which included the combining or removal of multiple proved and probable potential future drilling locations, resulting in the removal of 10 proved undeveloped locations and 3 probable locations; and

    (iii) an updated reserves forecast for various potential future drilling locations in the Lower Montney in Gordondale as a result of an increase in the reserves attributable to such future locations due to the continued outperformance of existing wells in the area.

    • The technical revisions in all reserves categories for NGLs were primarily the result of: (i) a reduction in shale gas volumes; and (ii) reduced NGLs recoveries at the Corporation’s owned and/or operated natural gas processing plants in Pouce Coupe and Gordondale. The reduced NGLs recoveries were partially offset by reduced natural gas shrinkage.
    • Acquisitions
      • Changes were the result of various accretive acquisitions completed by Birchcliff in the Pouce Coupe and Gordondale areas in 2024.
    • Economic Factors
      • The forecast prices for each product type were generally lower in the 2024 Price Forecast than the 2023 Price Forecast, which resulted in the economic limit at the end of a well’s life being achieved earlier and therefore a reduction of the reserves volumes in the total proved and total proved plus probable categories.

    Future Development Costs

    Future development costs (“FDC”) reflect Deloitte’s best estimate of what it will cost to bring the proved and proved plus probable reserves on production. Changes in forecast FDC occur annually as a result of development activities, acquisition and disposition activities and capital cost estimates. The following table sets forth development costs deducted in the estimation of Birchcliff’s future net revenue attributable to the reserves categories noted below, estimated using the 2024 Price Forecast:

    Year Proved
    ($000s)
    Proved Plus Probable
    ($000s)
    2025 198,395 215,960
    2026 355,662 374,083
    2027 424,921 455,059
    2028 895,366 895,366
    2029 644,546 645,166
    Thereafter 849,599 2,299,368
    Total undiscounted 3,368,489 4,885,002

    FDC for proved reserves on an FD&A basis decreased to $3.37 billion at December 31, 2024 from $3.46 billion at December 31, 2023. FDC for proved plus probable reserves on an FD&A basis decreased to $4.89 billion at December 31, 2024 from $4.97 billion at December 31, 2023. The FDC to drill, case, complete, equip and tie-in for future locations in Birchcliff’s Pouce Coupe and Gordondale areas ($5.9 million per well) did not change from December 31, 2023 to December 31, 2024.

    The FDC for both proved and proved plus probable reserves are primarily the capital costs required to drill, case, complete, equip and tie-in the net undeveloped locations. The estimates of FDC on a proved and proved plus probable basis also include approximately $320 million (unescalated) for the continued expansion of the Pouce Coupe Gas Plant from the existing 340 MMcf/d to 660 MMcf/d of total throughput. The FDC for the expansion of the Pouce Coupe Gas Plant also include the costs of the related gathering pipelines and maintenance capital.

    F&D and FD&A Costs

    The following table sets forth Birchcliff’s F&D and FD&A costs for its PDP, total proved and total proved plus probable reserves for the three previous financial years, including FDC:

      2024(2) 2023 2022 3-Year Average
    F&D costs ($/boe)(1)        
    Proved Developed Producing 11.52(3) 13.16 10.24 11.43
    Total Proved n/a(4) 16.02 82.02 29.43
    Total Proved Plus Probable n/a(4) 24.90 n/a(5) 110.72
    FD&A costs ($/boe)(1)        
    Proved Developed Producing 11.42(6) 13.06 10.25 11.38
    Total Proved 53.86(7) 13.79 78.96 23.24
    Total Proved Plus Probable 50.39(8) 20.97 n/a(5) 49.27

    (1)  See “Advisories – Oil and Gas Metrics” for a description of the methodology used to calculate F&D and FD&A costs.

    (2)  Birchcliff’s F&D and FD&A capital expenditures were $273.1 million and $281.0 million, respectively, in 2024. Birchcliff’s F&D and FD&A capital expenditures included $18.8 million spent on strategics priorities in the Corporation’s Elmworth area for which there was no production or reserves assigned at year-end 2024.

    (3)  Birchcliff added 23.7 MMboe of PDP reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other PDP reserves adjustments in 2024, excluding acquisitions and dispositions.

    (4)  Birchcliff’s proved and proved plus probable reserves decreased in 2024, after adding back 2024 actual production of 28.1 MMboe. As a result of the year-over-year decrease in proved and proved plus probable reserves, the calculation for F&D costs for these reserves categories was not applicable in 2024.

    (5)  Birchcliff’s proved plus probable reserves decreased in 2022, after adding back 2022 actual production of 28.1 MMboe. As a result of the year-over-year decrease in proved plus probable reserves, the calculations for F&D and FD&A costs for this reserves category were not applicable in 2022.

    (6)  Birchcliff added 24.6 MMboe of PDP reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other PDP reserves adjustments in 2024.

    (7)  Includes the 2024 decrease in FDC from 2023 of $88.5 million on a proved basis. Birchcliff added 3.6 MMboe of proved reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other proved reserves adjustments in 2024.

    (8)  Includes the 2024 decrease in FDC from 2023 of $89.0 million on a proved plus probable basis. Birchcliff added 3.8 MMboe of proved plus probable reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other proved plus probable reserves adjustments in 2024.

    Recycle Ratios

    The following table sets forth Birchcliff’s F&D and FD&A operating netback recycle ratios for its PDP, total proved and total proved plus probable reserves for the three previous financial years, including FDC:

      2024 2023 2022 3-Year Average
    F&D operating netback recycle ratio(1)(2)        
    Proved Developed Producing 1.0x 1.1x 3.2x 1.7x
    Total Proved n/a(3) 0.9x 0.4x 0.7x
    Total Proved Plus Probable n/a(3) 0.6x n/a(4) 0.2x
    FD&A operating netback recycle ratio(1)(2)        
    Proved Developed Producing 1.0x 1.1x 3.2x 1.7x
    Total Proved 0.2x 1.1x 0.4x 0.8x
    Total Proved Plus Probable 0.2x 0.7x n/a(4) 0.4x

    (1)  Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (2)  Birchcliff’s operating netback was $11.02/boe in 2024 as compared to $14.74/boe in 2023 and $32.85/boe in 2022. Operating netback is a non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (3)  As a result of the year-over-year decrease in proved and proved plus probable reserves, the calculation for F&D operating netback recycle ratio for these reserves categories was not applicable in 2024.

    (4)  As a result of the year-over-year decrease in proved plus probable reserves, the calculations for F&D and FD&A operating netback recycle ratio for this reserves category were not applicable in 2022.

    Reserves Replacement

    The following table sets forth Birchcliff’s 2024 reserves replacement on an F&D and FD&A basis for its PDP, total proved and total proved plus probable reserves:

    Reserves Category 2024 F&D Reserves Replacement(1)  2024 FD&A Reserves Replacement(1) 
    Proved Developed Producing 84 % 88 %
    Total Proved n/a(2) 13 %
    Total Proved Plus Probable n/a(2) 14 %

    (1)  See “Advisories – Oil and Gas Metrics” for a description of the methodology used to calculate reserves replacement.

    (2)  As a result of the 1.1 MMboe and 7.2 MMboe decrease in Birchcliff’s proved and proved plus probable reserves, respectively, in 2024, after adding back 2024 actual production of 28.1 MMboe, the calculation for F&D reserves replacement for theses reserves categories was not applicable in 2024.

    Reserves Life Index

    The following table sets forth Birchcliff’s reserves life index for its PDP, total proved and total proved plus probable reserves at December 31, 2024:

    Reserves Category Reserves Life Index(1)  
    Proved Developed Producing 7.7 years  
    Total Proved 23.6 years  
    Total Proved Plus Probable 34.3 years  

    (1)  See “Advisories – Oil and Gas Metrics” for a description of the methodology used to calculate reserves life index.

    ABBREVIATIONS

    AECO benchmark price for natural gas determined at the AECO ‘C’ hub in southeast Alberta
    bbl barrel
    bbls barrels
    bbls/d barrels per day
    BD/UM Basal Doig/Upper Montney
    boe barrel of oil equivalent
    boe/d barrel of oil equivalent per day
    condensate pentanes plus (C5+)
    F&D finding and development
    FD&A finding, development and acquisition
    G&A general and administrative
    GAAP generally accepted accounting principles for Canadian public companies, which are currently International Financial Reporting Standards as issued by the International Accounting Standards Board
    GJ/d gigajoules per day
    HH Henry Hub
    IP initial production
    LNG liquefied natural gas
    Mbbls thousand barrels
    Mboe thousand barrels of oil equivalent
    Mcf thousand cubic feet
    Mcf/d thousand cubic feet per day
    MMboe million barrels of oil equivalent
    MMBtu million British thermal units
    MMBtu/d million British thermal units per day
    MMcf million cubic feet
    MMcf/d million cubic feet per day
    NGLs natural gas liquids consisting of ethane (C2), propane (C3) and butane (C4) and, except where otherwise noted, excludes condensate
    NPV net present value
    NYMEX New York Mercantile Exchange
    OPEC Organization of the Petroleum Exporting Countries
    PDP proved developed producing
    Q quarter
    TSX Toronto Stock Exchange
    WTI West Texas Intermediate, the reference price paid in U.S. dollars at Cushing, Oklahoma, for crude oil of standard grade
    000s thousands
    $000s thousands of dollars
       

    NON-GAAP AND OTHER FINANCIAL MEASURES

    This press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” (as such terms are defined in NI 52-112), which are described in further detail below.

    Non-GAAP Financial Measures

    NI 52-112 defines a non-GAAP financial measure as a financial measure that: (i) depicts the historical or expected future financial performance, financial position or cash flow of an entity; (ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity; (iii) is not disclosed in the financial statements of the entity; and (iv) is not a ratio, fraction, percentage or similar representation. The non-GAAP financial measures used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Investors are cautioned that non-GAAP financial measures should not be construed as alternatives to or more meaningful than the most directly comparable GAAP financial measures as indicators of Birchcliff’s performance. Set forth below is a description of the non-GAAP financial measures used in this press release.

    Adjusted Funds Flow and Free Funds Flow

    Birchcliff defines “adjusted funds flow” as cash flow from operating activities before the effects of decommissioning expenditures, retirement benefit payments and changes in non-cash operating working capital. Birchcliff eliminates settlements of decommissioning expenditures from cash flow from operating activities as the amounts can be discretionary and may vary from period to period depending on its capital programs and the maturity of its operating areas. The settlement of decommissioning expenditures is managed with Birchcliff’s capital budgeting process which considers available adjusted funds flow. Birchcliff eliminates retirement benefit payments from cash flow from operating activities as such payments reflect costs for past service and contributions made by eligible executives under the Corporation’s post-employment benefit plan, which are not indicative of the current period. Changes in non-cash operating working capital are eliminated in the determination of adjusted funds flow as the timing of collection and payment are variable and by excluding them from the calculation, the Corporation believes that it is able to provide a more meaningful measure of its operations and ability to generate cash on a continuing basis. Management believes that adjusted funds flow assists management and investors in assessing Birchcliff’s financial performance after deducting all operating and corporate cash costs, as well as its ability to generate the cash necessary to fund sustaining and/or growth capital expenditures, repay debt, settle decommissioning obligations, buy back common shares and pay dividends.

    Birchcliff defines “free funds flow” as adjusted funds flow less F&D capital expenditures. Management believes that free funds flow assists management and investors in assessing Birchcliff’s ability to generate shareholder value and returns through a number of initiatives, including but not limited to, debt repayment, common share buybacks, the payment of common share dividends, acquisitions and other opportunities that would complement or otherwise improve the Corporation’s business and enhance long-term shareholder value.

    The most directly comparable GAAP financial measure to adjusted funds flow and free funds flow is cash flow from operating activities. The following table provides a reconciliation of cash flow from operating activities to adjusted funds flow and free funds flow for the periods indicated:

      Three months ended
    December 31,
       Twelve months ended
    December 31,
     
    ($000s) 2024   2023   2024   2023  
    Cash flow from operating activities 45,641   79,006   203,710   320,529  
    Change in non-cash operating working capital 25,278   (6,248 ) 17,269   (19,477 )
    Decommissioning expenditures 919   1,457   1,964   3,775  
    Retirement benefit payments   2,000   13,851   2,000  
    Adjusted funds flow 71,838   76,215   236,794   306,827  
    F&D capital expenditures (58,310 ) (58,166 ) (273,084 ) (304,637 )
    Free funds flow 13,528   18,049   (36,290 ) 2,190  

    Transportation and Other Expense

    Birchcliff defines “transportation and other expense” as transportation expense plus marketing purchases less marketing revenue. Birchcliff may enter into certain marketing purchase and sales arrangements with the objective of reducing any unused transportation or fractionation fees associated with its take-or-pay commitments and/or increasing the value of its production through value-added downstream initiatives. Management believes that transportation and other expense assists management and investors in assessing Birchcliff’s total cost structure related to transportation and marketing activities.

    The most directly comparable GAAP financial measure to transportation and other expense is transportation expense. The following table provides a reconciliation of transportation expense to transportation and other expense for the periods indicated:

      Three months ended
    December 31,

      Twelve months ended
    December 31,

     
    ($000s) 2024   2023   2024   2023  
    Transportation expense 36,722   38,509   149,534   152,828  
    Marketing purchases 14,905   8,928   51,496   34,772  
    Marketing revenue (14,083 ) (8,532 ) (54,069 ) (30,521 )
    Transportation and other expense 37,544   38,905   146,961   157,079  

    Operating Netback

    Birchcliff defines “operating netback” as petroleum and natural gas revenue less royalty expense, operating expense and transportation and other expense. Management believes that operating netback assists management and investors in assessing Birchcliff’s operating profits after deducting the cash costs that are directly associated with the sale of its production, which can then be used to pay other corporate cash costs or satisfy other obligations.

    The following table provides a breakdown of Birchcliff’s operating netback for the periods indicated:

      Three months ended
      Twelve months ended
     
      December 31,
      December 31,
     
    ($000s) 2024   2023   2024   2023   2022  
    Petroleum and natural gas revenue 153,741   183,295   586,856   740,359   1,340,180  
    Royalty expense (9,033 ) (19,400 ) (39,608 ) (70,257 ) (161,226 )
    Operating expense (20,758 ) (26,808 ) (90,890 ) (105,809 ) (101,581 )
    Transportation and other expense (37,544 ) (38,905 ) (146,961 ) (157,079 ) (154,924 )
    Operating netback 86,406   98,182   309,397   407,214   922,449  

    FD&A and Total Capital Expenditures

    Birchcliff defines “FD&A capital expenditures” as exploration and development expenditures, less dispositions, plus acquisitions (if any). Birchcliff defines “total capital expenditures” as FD&A capital expenditures plus administrative assets. Management believes that FD&A capital expenditures and total capital expenditures assist management and investors in assessing Birchcliff’s overall capital cost structure associated with its petroleum and natural gas activities.

    The most directly comparable GAAP financial measure to FD&A capital expenditures and total capital expenditures is exploration and development expenditures. The following table provides a reconciliation of exploration and development expenditures to FD&A capital expenditures and total capital expenditures for the periods indicated:

      Three months ended
      Twelve months ended
     
      December 31,
      December 31,
     
    ($000s) 2024   2023   2024   2023  
    Exploration and development expenditures(1) 58,310   58,166   273,084   304,637  
    Acquisitions 8,076   2   8,169   190  
    Dispositions (100 ) (10 ) (258 ) (87 )
    FD&A capital expenditures 66,286   58,158   280,995   304,740  
    Administrative assets 387   1,383   1,750   3,176  
    Total capital expenditures 66,673   59,541   282,745   307,916  

    (1)  Disclosed as F&D capital expenditures elsewhere in this press release. See “Advisories – F&D Capital Expenditures”.

    Net Asset Value

    Birchcliff defines “net asset value” as property, plant and equipment, plus reserves premium adjustment (less reserves discount adjustment) for its PDP, total proved and total proved plus probable reserves (as the case may be), less total debt and plus the value of unexercised in-the-money stock options and performance warrants outstanding at the end of the period. Management believes that net asset value assists management and investors in assessing the long-term fair value of Birchcliff’s underlying reserves assets after settling its outstanding financial obligations.

    The most directly comparable GAAP financial measure to net asset value is property, plant and equipment. The following table provides a reconciliation of property, plant and equipment to net asset value for the periods indicated:

      Proved Developed Producing Total Proved Total Proved Plus Probable
    As at December 31, ($000s) 2024   2023   2024   2023   2024   2023  
    Property, plant and equipment 3,218,506   3,055,958   3,218,506   3,055,958   3,218,506   3,055,958  
    Reserves premium (discount) adjustment(1) (940,756 ) (435,894 ) 1,140,662   2,349,659   2,345,325   3,779,459  
    Total debt (535,557 ) (382,306 ) (535,557 ) (382,306 ) (535,557 ) (382,306 )
    Unexercised securities 34,961   16,717   34,961   16,717   34,961   16,717  
    Net asset value 1,777,154   2,254,475   3,858,572   5,040,028   5,063,235   6,469,828  

    (1)  Represents the premium or discount, as the case may be, between the net present value of future net revenue (before income taxes, discounted at 10%) of Birchcliff’s PDP, total proved and total proved plus probable reserves, as the case may be, and the property, plant and equipment disclosed on the financial statements.

    Effective Sales – Total Corporate, Total Natural Gas, AECO Market and NYMEX HH Market

    Birchcliff defines “effective sales” in the AECO market and NYMEX HH market as the sales amount received from the production of natural gas that is effectively attributed to the AECO and NYMEX HH market pricing, respectively, and does not consider the physical sales delivery point in each case. Effective sales in the NYMEX HH market includes realized gains and losses on financial instruments and excludes the notional fixed basis costs associated with the underlying financial contract in the period. Birchcliff defines “effective total natural gas sales” as the aggregate of the effective sales amount received in each natural gas market. Birchcliff defines “effective total corporate sales” as the aggregate of the effective total natural gas sales and the sales amount received from the production of light oil, condensate and NGLs. Management believes that disclosing the effective sales for each natural gas market assists management and investors in assessing Birchcliff’s natural gas diversification and commodity price exposure to each market.

    The most directly comparable GAAP financial measure to effective total natural gas sales and effective total corporate sales is natural gas sales. The following table provides a reconciliation of natural gas sales to effective total natural gas sales and effective total corporate sales for the periods indicated:

      Three months ended
     
      December 31,
     
    ($000s) 2024 2023  
    Natural gas sales 79,615 99,957  
    Realized gain (loss) on financial instruments 12,022 (2,583 )
    Notional fixed basis costs(1) 21,490 20,802  
    Effective total natural gas sales 113,127 118,176  
    Light oil sales 17,450 15,180  
    Condensate sales 37,985 49,135  
    NGLs sales 18,679 18,977  
    Effective total corporate sales 187,241 201,468  

    (1)  Reflects the aggregate notional fixed basis cost associated with Birchcliff’s financial and physical NYMEX HH/AECO 7A basis swap contracts in the period.

    Non-GAAP Ratios

    NI 52-112 defines a non-GAAP ratio as a financial measure that: (i) is in the form of a ratio, fraction, percentage or similar representation; (ii) has a non-GAAP financial measure as one or more of its components; and (iii) is not disclosed in the financial statements of the entity. The non-GAAP ratios used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Set forth below is a description of the non-GAAP ratios used in this press release.

    Adjusted Funds Flow Per Boe and Adjusted Funds Flow Per Basic Common Share

    Birchcliff calculates “adjusted funds flow per boe” as aggregate adjusted funds flow in the period divided by the production (boe) in the period. Management believes that adjusted funds flow per boe assists management and investors in assessing Birchcliff’s financial profitability and sustainability on a cash basis by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

    Birchcliff calculates “adjusted funds flow per basic common share” as aggregate adjusted funds flow in the period divided by the weighted average basic common shares outstanding at the end of the period. Management believes that adjusted funds flow per basic common share assists management and investors in assessing Birchcliff’s financial strength on a per common share basis.

    Free Funds Flow Per Basic Common Share

    Birchcliff calculates “free funds flow per basic common share” as aggregate free funds flow in the period divided by the weighted average basic common shares outstanding at the end of the period. Management believes that free funds flow per basic common share assists management and investors in assessing Birchcliff’s financial strength and its ability to deliver shareholder returns on a per common share basis.

    Transportation and Other Expense Per Boe

    Birchcliff calculates “transportation and other expense per boe” as aggregate transportation and other expense in the period divided by the production (boe) in the period. Management believes that transportation and other expense per boe assists management and investors in assessing Birchcliff’s cost structure as it relates to its transportation and marketing activities by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

    Operating Netback Per Boe

    Birchcliff calculates “operating netback per boe” as aggregate operating netback in the period divided by the production (boe) in the period. Operating netback per boe is a key industry performance indicator and one that provides investors with information that is commonly presented by other oil and natural gas producers. Management believes that operating netback per boe assists management and investors in assessing Birchcliff’s operating profitability and sustainability by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

    Operating Netback Recycle Ratio

    Birchcliff calculates “operating netback recycle ratio” as operating netback per boe in the period divided by F&D or FD&A costs, as the case may be, for its PDP, proved and proved plus probable reserves, as the case may be, in the period. Management believes that operating netback recycle ratio assists management and investors in assessing Birchcliff’s ability to profitably find and develop its PDP, proved and proved plus probable reserves.

    Net Asset Value Per Common Share

    Birchcliff calculates “net asset value per common share” as the net asset value in each category of reserves divided by the aggregate of the basic common shares outstanding and in-the-money dilutive common shares attributable to stock options and performance warrants outstanding at the end of the period. Management believes that net asset value per common share assists management and investors in comparing Birchcliff’s common share trading price to the underlying fair market value of its net assets on a per common share basis.

    Effective Average Realized Sales Price – Total Corporate, Total Natural Gas, AECO Market and NYMEX HH Market

    Birchcliff calculates “effective average realized sales price” as effective sales, in each of total corporate, total natural gas, AECO market and NYMEX HH market, as the case may be, divided by the effective production in each of the markets during the period. Management believes that disclosing the effective average realized sales price for each natural gas market assists management and investors in comparing Birchcliff’s commodity price realizations in each natural gas market on a per unit basis.

    Capital Management Measures

    NI 52-112 defines a capital management measure as a financial measure that: (i) is intended to enable an individual to evaluate an entity’s objectives, policies and processes for managing the entity’s capital; (ii) is not a component of a line item disclosed in the primary financial statements of the entity; (iii) is disclosed in the notes to the financial statements of the entity; and (iv) is not disclosed in the primary financial statements of the entity. Set forth below is a description of the capital management measure used in this press release.

    Total Debt

    Birchcliff calculates “total debt” at the end of the period as the amount outstanding under the Corporation’s Credit Facilities plus working capital deficit (less working capital surplus) plus the fair value of the current asset portion of financial instruments less the fair value of the current liability portion of financial instruments and less the current portion of other liabilities discounted to the end of the period. The current portion of other liabilities has been excluded from total debt as these amounts have not been incurred and reflect future commitments in the normal course of operations. Management believes that total debt assists management and investors in assessing Birchcliff’s overall liquidity and financial position at the end of the period. The following table provides a reconciliation of the amount outstanding under the Credit Facilities, as determined in accordance with GAAP, to total debt for the periods indicated:

    As at December 31, ($000s) 2024   2023  
    Revolving term credit facilities 566,857   372,097  
    Working capital deficit (surplus)(1) (88,953 ) 10,522  
    Fair value of financial instruments – asset(2) 71,038   3,588  
    Fair value of financial instruments – liability(2)   (1,394 )
    Other liabilities(2) (13,385 ) (2,507 )
    Total debt 535,557   382,306  

    (1)  Current liabilities less current assets.

    (2)  Reflects the current portion only.

    PRESENTATION OF OIL AND GAS RESERVES

    Deloitte prepared the Deloitte Report and the 2023 Deloitte Report. In addition, Deloitte prepared a reserves evaluation in respect of Birchcliff’s oil and natural gas properties effective December 31, 2022. Such evaluations were prepared in accordance with the standards contained in NI 51-101 and the COGE Handbook that were in effect at the relevant time. Reserves estimates stated herein are extracted from the relevant evaluation.

    There are numerous uncertainties inherent in estimating quantities of oil, natural gas and NGLs (including condensate) reserves and the future net revenue attributed to such reserves. The reserves and associated future net revenue information set forth in this press release are estimates only. In general, estimates of economically recoverable oil, natural gas and NGLs reserves and the future net revenue therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserves recovery, the timing and amount of capital expenditures, marketability of oil, natural gas and NGLs, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary materially from actual results. For these reasons, estimates of the economically recoverable oil, natural gas and NGLs reserves attributable to any particular group of properties, the classification of such reserves based on risk of recovery and estimates of future net revenue associated with reserves prepared by different engineers, or by the same engineer at different times, may vary. Birchcliff’s actual production, revenue, taxes and development and operating expenditures with respect to its reserves will vary from estimates thereof and such variations could be material.

    It should not be assumed that the undiscounted or discounted net present value of future net revenue attributable to the Corporation’s reserves estimated by the Corporation’s independent qualified reserves evaluator represent the fair market value of those reserves. There is no assurance that the forecast prices and costs assumptions will be attained and variances could be material. Actual oil, natural gas and NGLs reserves may be greater than or less than the estimates provided herein and variances could be material.

    In this press release, unless otherwise stated all references to “reserves” are to Birchcliff’s gross company reserves, meaning Birchcliff’s working interest (operating or non-operating) share before the deduction of royalties and without including any royalty interests of Birchcliff.

    The information set forth in this press release relating to the reserves, future net revenue and future development costs of Birchcliff constitutes forward-looking statements and is subject to certain risks and uncertainties. See “Advisories – Forward-Looking Statements”.

    Certain terms used herein but not defined are defined in NI 51-101, CSA Staff Notice 51-324 – Revised Glossary to NI 51-101 Standards of Disclosure for Oil and Gas Activities (“CSA Staff Notice 51-324”) and/or the COGE Handbook and, unless the context otherwise requires, shall have the same meanings herein as in NI 51-101, CSA Staff Notice 51-324 and the COGE Handbook, as the case may be.

    ADVISORIES

    Unaudited Information

    All financial information contained in this press release for the fourth quarter and year ended December 31, 2024 is based on unaudited estimated financial information which has been disclosed in accordance with GAAP. These estimated results have not been reviewed by the Corporation’s auditor and are subject to change upon completion of the audited financial statements for the year ended December 31, 2024, and changes could be material. Birchcliff anticipates filing its audited financial statements and related management’s discussion and analysis for the year ended December 31, 2024 on SEDAR+ on March 12, 2025.

    Currency

    Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars, all references to “$” and “CDN$” are to Canadian dollars and all references to “US$” are to United States dollars.

    Boe Conversions

    Boe amounts have been calculated by using the conversion ratio of 6 Mcf of natural gas to 1 bbl of oil. Boe amounts may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

    MMBtu Pricing Conversions

    $1.00 per MMBtu equals $1.00 per Mcf based on a standard heat value Mcf.

    Oil and Gas Metrics

    This press release contains metrics commonly used in the oil and natural gas industry, including F&D costs, FD&A costs, reserves replacement, reserves life index, capital efficiency, operating netback, operating netback recycle ratio, net asset value and net asset value per common share, which have been determined by Birchcliff as set out below. These oil and gas metrics do not have any standardized meanings or standard methods of calculation and therefore may not be comparable to similar measures presented by other companies. As such, they should not be used to make comparisons. Management uses these oil and gas metrics for its own performance measurements and to provide investors with measures to compare Birchcliff’s performance over time; however, such measures are not reliable indicators of Birchcliff’s future performance, which may not compare to Birchcliff’s performance in previous periods, and therefore should not be unduly relied upon.

    • With respect to F&D and FD&A costs:
      • F&D costs for PDP, proved or proved plus probable reserves, as the case may be, are calculated by taking the sum of: (i) exploration and development expenditures (F&D capital expenditures) incurred in the period; and (ii) where appropriate, the change during the period in FDC for the reserves category; divided by the applicable additions to the reserves category after adding back production in the period. F&D costs exclude the effects of acquisitions and dispositions.
      • FD&A costs for PDP, proved or proved plus probable reserves, as the case may be, are calculated by taking the sum of: (i) FD&A capital expenditures incurred in the period; and (ii) where appropriate, the change during the period in FDC for the reserves category; divided by the applicable additions to the reserves category after adding back production in the period.
      • In determining the F&D and FD&A costs for PDP, proved or proved plus probable reserves, as the case may be, the estimated reserves additions during the period and the change during the period in estimated FDC are based upon the evaluations of Birchcliff’s reserves prepared by its independent qualified reserves evaluator effective December 31 of such year.
      • The aggregate of the F&D and FD&A capital expenditures incurred in the most recent financial year and the change during that year in estimated FDC generally will not reflect total F&D and FD&A costs related to reserves additions for that year.
      • F&D and FD&A costs may be used as a measure of the Corporation’s efficiency with respect to finding and developing its reserves.
    • Reserves replacement on an F&D basis is calculated by dividing PDP, proved or proved plus probable reserves additions, as the case may be, before production by the total annual production in the applicable period. Reserves replacement on an FD&A basis is calculated in the same manner as F&D reserves replacement, but include the effects of acquisitions and dispositions. Reserves replacement may be used as a measure of the Corporation’s sustainability and its ability to replace its PDP, proved or proved plus probable reserves, as the case may be.
    • Reserves life index is calculated by dividing PDP, proved or proved plus probable reserves, as the case may be, estimated by Deloitte at December 31, 2024, by 77,500 boe/d (which represents the mid-point of Birchcliff’s annual average production guidance range for 2025) determined on an annualized basis. Reserves life index may be used as a measure of the Corporation’s sustainability.
    • Capital efficiency is calculated on an average well basis as drill, case, complete and equip capital expenditures divided by the IP365 boe/d for the applicable well(s). Birchcliff defines “IP365 boe/d” as the estimated average daily field production in the first 365 days a well is on-stream. Where field production data is not available for a well, Birchcliff uses the forecasted production data for that well. Capital efficiency is determined at the individual well level and then aggregated and averaged for the year. Management believes that capital efficiency assists management and investors in assessing Birchcliff’s asset performance, execution and ability to generate shareholder value.
    • For information regarding operating netback, operating netback recycle ratio, net asset value and net asset value per common share and how such metrics are calculated, see “Non-GAAP and Other Financial Measures”.

    Production

    With respect to the disclosure of Birchcliff’s production contained in this press release: (i) references to “light oil” mean “light crude oil and medium crude oil” as such term is defined in NI 51-101; (ii) references to “liquids” mean “light crude oil and medium crude oil” and “natural gas liquids” (including condensate) as such terms are defined in NI 51-101; and (iii) references to “natural gas” mean “shale gas”, which also includes an immaterial amount of “conventional natural gas”, as such terms are defined in NI 51-101. In addition, NI 51-101 includes condensate within the product type of natural gas liquids. In certain cases, Birchcliff has disclosed condensate separately from other natural gas liquids as the price of condensate as compared to other natural gas liquids is currently significantly higher and Birchcliff believes presenting the two commodities separately provides a more accurate description of its operations and results therefrom.

    With respect to the disclosure of Birchcliff’s production contained in this press release, all production volumes have been disclosed on a “gross” basis as such term is defined in NI 51-101, meaning Birchcliff’s working interest (operating or non-operating) share before the deduction of royalties and without including any royalty interests of Birchcliff.

    F&D Capital Expenditures

    Unless otherwise stated, references in this press release to “F&D capital expenditures” denotes exploration and development expenditures as disclosed in the Corporation’s financial statements in accordance with GAAP, and is primarily comprised of capital for land, seismic, workovers, drilling and completions, well equipment and facilities and capitalized G&A costs and excludes any acquisitions, dispositions, administrative assets and the capitalized portion of cash incentive payments that have not been approved by the Board. Management believes that F&D capital expenditures assists management and investors in assessing Birchcliff’s capital cost outlay associated with its exploration and development activities for the purposes of finding and developing its reserves.

    Forward-Looking Statements

    Certain statements contained in this press release constitute forward‐looking statements and forward-looking information (collectively referred to as “forward‐looking statements”) within the meaning of applicable Canadian securities laws. The forward-looking statements contained in this press release relate to future events or Birchcliff’s future plans, strategy, operations, performance or financial position and are based on Birchcliff’s current expectations, estimates, projections, beliefs and assumptions. Such forward-looking statements have been made by Birchcliff in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be forward‐looking statements. Such forward‐looking statements are often, but not always, identified by the use of words such as “seek”, “plan”, “focus”, “future”, “outlook”, “position”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “forecast”, “guidance”, “potential”, “proposed”, “predict”, “budget”, “continue”, “targeting”, “may”, “will”, “could”, “might”, “should”, “would”, “on track”, “maintain”, “deliver” and other similar words and expressions.

    By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking statements. Accordingly, readers are cautioned not to place undue reliance on such forward-looking statements. Although Birchcliff believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct and Birchcliff makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

    In particular, this press release contains forward‐looking statements relating to:

    • Birchcliff’s plans and other aspects of its anticipated future financial performance, results, operations, focus, objectives, strategies, opportunities, priorities and goals, including: Birchcliff’s belief that there is significant intrinsic shareholder value embedded in Birchcliff’s asset base that is not reflected in its current share price, as demonstrated by its PDP reserves net asset value per common share of $6.35 and $13.79 and $18.09 per share for its proved and proved plus probable reserves, respectively; that Birchcliff’s Elmworth asset provides Birchcliff with significant inventory and a large potential future development area; that Birchcliff’s strategy for 2025 builds off of the operational momentum from 2024, maintaining the Corporation’s focus on capital efficiency improvements and further driving down costs; that the Corporation’s 2025 capital program has been designed to ensure that its capital is strategically deployed throughout the year, providing it with the flexibility to adjust its capital spending if necessary in response to the commodity price volatility expected during 2025, including as a result of the potential for U.S. and Canadian tariffs and the start-up of LNG Canada; that the unutilized credit capacity under its Credit Facilities provides Birchcliff with significant financial flexibility and available capital resources; that Birchcliff believes its ongoing strategy of maintaining significant natural gas market diversification for 2025 will continue to protect the Corporation from volatility in the North American natural gas pricing environment, including as it relates to potential tariffs; and estimates of Birchcliff’s 2025 market diversification (including that approximately 41% of Birchcliff’s natural gas production is physically delivered to the Dawn trading hub in Ontario and that Birchcliff has U.S. denominated financial contracts that expose approximately 35% of its natural gas production to NYMEX HH pricing on a financial basis);
    • the information set forth under the heading “Update on 2025 Capital Program” and elsewhere in this press release regarding Birchcliff’s 2025 capital program and its exploration, production and development activities and the timing thereof, including: estimates of the Corporation’s 2025 F&D capital expenditures; that the wells in Birchcliff’s 2025 capital program are expected to yield strong production, using the Corporation’s latest field development practices and wellbore design, which incorporates longer lateral lengths, reduced stage spacing and increased proppant loading where appropriate; that the land retention well drilled and completed by the Corporation in Elmworth is not currently planned to be tied in; the targeted product types; and the expected timing for wells to be drilled, completed and brought on production;
    • statements regarding U.S. and Canadian tariffs, including that the Corporation believes that Canada’s over-reliance on exporting its energy into the U.S. must be addressed through the reduction of red tape and government interference in the construction of critical infrastructure such as oil and gas pipelines to the east and west coasts of Canada, LNG terminals on each coast and an increase in refining capacity within Canada, in order to diversify Canada’s energy export market; and that the Corporation continues to actively monitor this situation;
    • the information set forth under the heading “2024 Year-End Reserves” and elsewhere in this press release regarding the Corporation’s reserves, including: estimates of reserves; estimates of the net present values of future net revenue associated with Birchcliff’s reserves; forecasts of prices, inflation and exchange rates; FDC; reserves life index; and that the Corporation does not expect that the technical revisions relating to the 56 high-density wells drilled from 2019 to 2023 will negatively impact future reserves booked for other existing or future wells;
    • the performance and other characteristics of Birchcliff’s oil and natural gas properties and expected results from its assets, including statements regarding the potential or prospectivity of Birchcliff’s properties; and
    • that Birchcliff anticipates filing its annual information form and audited financial statements and related management’s discussion and analysis for the year ended December 31, 2024 on March 12, 2025.

    Information relating to reserves is forward-looking as it involves the implied assessment, based on certain estimates and assumptions, that the reserves exist in the quantities predicted or estimated and that the reserves can profitably be produced in the future. See “Presentation of Oil and Gas Reserves”.

    With respect to the forward-looking statements contained in this press release, assumptions have been made regarding, among other things: prevailing and future commodity prices and differentials, exchange rates, interest rates, inflation rates, royalty rates and tax rates; the state of the economy, financial markets and the exploration, development and production business; the political environment in which Birchcliff operates; the regulatory framework regarding royalties, taxes, environmental, climate change and other laws; the Corporation’s ability to comply with existing and future laws; future cash flow, debt and dividend levels; future operating, transportation, G&A and other expenses; Birchcliff’s ability to access capital and obtain financing on acceptable terms; the timing and amount of capital expenditures and the sources of funding for capital expenditures and other activities; the sufficiency of budgeted capital expenditures to carry out planned operations; the successful and timely implementation of capital projects and the timing, location and extent of future drilling and other operations; results of operations; Birchcliff’s ability to continue to develop its assets and obtain the anticipated benefits therefrom; the performance of existing and future wells; reserves volumes and Birchcliff’s ability to replace and expand reserves through acquisition, development or exploration; the impact of competition on Birchcliff; the availability of, demand for and cost of labour, services and materials; the approval of the Board of future dividends; the ability to obtain any necessary regulatory or other approvals in a timely manner; the satisfaction by third parties of their obligations to Birchcliff; the ability of Birchcliff to secure adequate processing and transportation for its products; Birchcliff’s ability to successfully market natural gas and liquids; the results of the Corporation’s risk management and market diversification activities; and Birchcliff’s natural gas market exposure. In addition to the foregoing assumptions, Birchcliff has made the following assumptions with respect to certain forward-looking statements contained in this press release:

    • Birchcliff’s forecast of F&D capital expenditures assumes that the Corporation’s 2025 capital program will be carried out as currently contemplated and excludes any potential acquisitions, dispositions and the capitalized portion of cash incentive payments that have not been approved by the Board. The amount and allocation of capital expenditures for exploration and development activities by area and the number and types of wells to be drilled and brought on production is dependent upon results achieved and is subject to review and modification by management on an ongoing basis throughout the year. Actual spending may vary due to a variety of factors, including commodity prices, economic conditions, results of operations and costs of labour, services and materials.
    • With respect to estimates of reserves volumes and the net present values of future net revenue associated with Birchcliff’s reserves, the key assumption is the validity of the data used by Deloitte in the Deloitte Report.
    • With respect to statements regarding future wells to be drilled or brought on production, such statements assume: the continuing validity of the geological and other technical interpretations performed by Birchcliff’s technical staff, which indicate that commercially economic volumes can be recovered from Birchcliff’s lands as a result of drilling future wells; and that commodity prices and general economic conditions will warrant proceeding with the drilling of such wells.

    Birchcliff’s actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of both known and unknown risks and uncertainties including, but not limited to: general economic, market and business conditions which will, among other things, impact the demand for and market prices of Birchcliff’s products and Birchcliff’s access to capital; volatility of crude oil and natural gas prices; risks associated with increasing costs, whether due to high inflation rates, supply chain disruptions or other factors; fluctuations in exchange and interest rates; an inability of Birchcliff to generate sufficient cash flow from operations to meet its current and future obligations; an inability to access sufficient capital from internal and external sources on terms acceptable to the Corporation; risks associated with Birchcliff’s Credit Facilities, including a failure to comply with covenants under the agreement governing the Credit Facilities and the risk that the borrowing base limit may be redetermined; fluctuations in the costs of borrowing; operational risks and liabilities inherent in oil and natural gas operations; the risk that weather events such as wildfires, flooding, droughts or extreme hot or cold temperatures forces the Corporation to shut-in production or otherwise adversely affects the Corporation’s operations; the occurrence of unexpected events such as fires, explosions, blow-outs, equipment failures, transportation incidents and other similar events; an inability to access sufficient water or other fluids needed for operations; the risks associated with supply chain disruptions; uncertainty that development activities in connection with Birchcliff’s assets will be economic; an inability to access or implement some or all of the technology necessary to operate its assets and achieve expected future results; geological, technical, drilling, construction and processing problems; uncertainty of geological and technical data; horizontal drilling and completions techniques and the failure of drilling results to meet expectations for reserves or production; uncertainties related to Birchcliff’s future potential drilling locations; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production, revenue, costs and reserves; the accuracy of cost estimates and variances in Birchcliff’s actual costs and economic returns from those anticipated; incorrect assessments of the value of acquisitions and exploration and development programs; the risks posed by pandemics, epidemics and global conflict and their impacts on supply and demand and commodity prices; actions taken by OPEC and other major producers of crude oil and the impact such actions may have on supply and demand and commodity prices; stock market volatility; loss of market demand; changes to the regulatory framework in the locations where the Corporation operates, including changes to tax laws, Crown royalty rates, environmental laws, climate change laws, carbon tax regimes, incentive programs and other regulations that affect the oil and natural gas industry (including uncertainty with respect to the interpretation of Bill C-59 and the related amendments to the Competition Act (Canada)); political uncertainty and uncertainty associated with government policy changes, including the risk of U.S. tariffs on goods exported from Canada and any retaliatory tariffs implemented; actions by government authorities; an inability of the Corporation to comply with existing and future laws and the cost of compliance with such laws; dependence on facilities, gathering lines and pipelines; uncertainties and risks associated with pipeline restrictions and outages to third-party infrastructure that could cause disruptions to production; the lack of available pipeline capacity and an inability to secure adequate and cost-effective processing and transportation for Birchcliff’s products; an inability to satisfy obligations under Birchcliff’s firm marketing and transportation arrangements; shortages in equipment and skilled personnel; the absence or loss of key employees; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, equipment and skilled personnel; management of Birchcliff’s growth; environmental and climate change risks, claims and liabilities; potential litigation; default under or breach of agreements by counterparties and potential enforceability issues in contracts; claims by Indigenous peoples; the reassessment by taxing or regulatory authorities of the Corporation’s prior transactions and filings; unforeseen title defects; third-party claims regarding the Corporation’s right to use technology and equipment; uncertainties associated with the outcome of litigation or other proceedings involving Birchcliff; uncertainties associated with counterparty credit risk; risks associated with Birchcliff’s risk management and market diversification activities; risks associated with the declaration and payment of future dividends, including the discretion of the Board to declare dividends and change the Corporation’s dividend policy and the risk that the amount of dividends may be less than currently forecast; the failure to obtain any required approvals in a timely manner or at all; the failure to complete or realize the anticipated benefits of acquisitions and dispositions and the risk of unforeseen difficulties in integrating acquired assets into Birchcliff’s operations; negative public perception of the oil and natural gas industry and fossil fuels; the Corporation’s reliance on hydraulic fracturing; market competition, including from alternative energy sources; changing demand for petroleum products; the availability of insurance and the risk that certain losses may not be insured; breaches or failure of information systems and security (including risks associated with cyber-attacks); risks associated with the ownership of the Corporation’s securities; the accuracy of the Corporation’s accounting estimates and judgments; and the risk that any of the Corporation’s material assumptions prove to be materially inaccurate.

    Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other risk factors that could affect Birchcliff’s results of operations, financial performance or financial results are included in Birchcliff’s annual information form and annual management’s discussion and analysis for the financial year ended December 31, 2023 under the heading “Risk Factors” and in other reports filed with Canadian securities regulatory authorities.

    This press release contains information that may constitute future-oriented financial information or financial outlook information (collectively, “FOFI”) about Birchcliff’s prospective financial performance, financial position or cash flows, all of which is subject to the same assumptions, risk factors, limitations and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. Birchcliff’s actual results, performance and achievements could differ materially from those expressed in, or implied by, FOFI. Birchcliff has included FOFI in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that such information may not be appropriate for other purposes.

    Management has included the above summary of assumptions and risks related to forward-looking statements provided in this press release in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that this information may not be appropriate for other purposes.

    The forward-looking statements and FOFI contained in this press release are expressly qualified by the foregoing cautionary statements. The forward-looking statements and FOFI contained herein are made as of the date of this press release. Unless required by applicable laws, Birchcliff does not undertake any obligation to publicly update or revise any forward-looking statements or FOFI, whether as a result of new information, future events or otherwise.

    ABOUT BIRCHCLIFF:

    Birchcliff is an intermediate oil and natural gas company based in Calgary, Alberta with operations focused on the Montney/Doig Resource Play in Alberta. Birchcliff’s common shares are listed for trading on the TSX under the symbol “BIR”.

    For further information, please contact:
    Birchcliff Energy Ltd.
    Suite 1000, 600 – 3rd Avenue S.W.
    Calgary, Alberta T2P 0G5
    Telephone: (403) 261-6401
    Email: birinfo@birchcliffenergy.com
    www.birchcliffenergy.com
      Chris Carlsen – President and Chief Executive Officer

    Bruno Geremia – Executive Vice President and Chief Financial Officer

    The MIL Network

  • MIL-OSI: ConnectM Raises Q4 ‘24 Revenue Guidance to $9M, Up 102% Year-over-Year, Surpassing Prior Estimates by $2M

    Source: GlobeNewswire (MIL-OSI)

    ~Revised FY2024 revenue guidance is $26.3M instead of previous guidance of $24M

    ~Company expects to provide Q1 ‘25 guidance in the next two weeks~

    MARLBOROUGH, Mass., Feb. 12, 2025 (GLOBE NEWSWIRE) — ConnectM Technology Solutions, Inc. (NASDAQ: CNTM) (“ConnectM” or the “Company”), a technology company focused on the electrification economy, today announced a significant upward revision to its previously announced Q4 2024 preliminary revenue guidance of $7 million. The Company now anticipates Q4 2024 revenue of approximately $9 million, a 102% increase compared to $4.5 million revenue in Q4 2023.

    The revised Q4 ’24 guidance elevates ConnectM’s full-year 2024 revenue projection to $26.3 million, reflecting 33% year-over-year growth compared to full-year 2023. This performance underscores the Company’s accelerating momentum in delivering innovative technology solutions and capturing market share across its core verticals.

    Strategic Drivers of Growth
    ConnectM attributes this exceptional growth to increased demand for its proprietary technology platforms, expanded customer acquisitions, and operational efficiencies. The Company’s ability to exceed previous forecasts highlights the success of its strategic focus on customer-centric solutions.

    Bhaskar Panigrahi, Chairman and CEO of ConnectM, stated: “Today’s upward revision is a testament to the relentless execution of our team and the scalability of our solutions in a dynamic market environment. Achieving 102% year-over-year growth in Q4—surpassing our initial expectations—demonstrates the power of our innovation and the trust our customers place in ConnectM. As we close out 2024, we are not only celebrating a record year but also laying the groundwork for sustained growth and value creation for our stockholders in 2025 and beyond.”

    About ConnectM Technology Solutions, Inc.
    ConnectM is a pioneer in the electrification economy, integrating energy assets with its AI-driven technology platform. Focused on delivering solutions that drive efficiency, affordability, and sustainability, ConnectM serves home, facility, and fleet across three major segments: Building Electrification, Distributed Energy, and Transportation and Logistics. The company’s vertically integrated approach combines technology, service/distribution networks, and strategic partnerships to accelerate the transition to an all-electric energy economy.

    For more information, please visit: www.connectm.com. Stockholders looking to receive Company updates directly to their inbox should sign up here.  

    Cautionary Note Regarding Forward-Looking Statements
    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this press release, regarding our future financial performance and our strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. We caution you that the forward-looking statements contained herein are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. In addition, we caution you that the forward-looking statements regarding the Company contained in this press release are subject to the risks and uncertainties described in the “Cautionary Note Regarding Forward-Looking Statements” section of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024. Such filing identifies and addresses other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ConnectM is under no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

    Contact:
    Investor Relations
    Dave Gentry, CEO
    RedChip Companies, Inc.
    1-407-644-4256
    CNTM@redchip.com

    The MIL Network

  • MIL-OSI: Robinhood Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Q4 Revenues up 115% year-over-year to a record $1.01 billion.
    Q4 Net Deposits grow to a record $16 billion.
    Q4 Gold Subscribers up 86% year-over-year to a record 2.6 million.
    Q4 Net Income up over 10X year-over-year to a record $916 million, or Diluted EPS of a record $1.01.
    Q4 Adjusted EBITDA up over 300% year-over-year to a record $613 million.

    MENLO PARK, Calif., Feb. 12, 2025 (GLOBE NEWSWIRE) — Robinhood Markets, Inc. (“Robinhood”) (NASDAQ: HOOD) today announced financial results for the fourth quarter and full year of 2024, which ended December 31, 2024.

    “We hit the gas on product development in 2024 with a new platform for active traders, Gold Card launch, an expanded UK and EU product suite, and much more,” said Vlad Tenev, CEO and Co-Founder of Robinhood. “We see a huge opportunity ahead of us as we work toward enabling anyone, anywhere, to buy, sell, or hold any financial asset and conduct any financial transaction through Robinhood.”

    “Q4 was a record-breaking quarter that caps off a record-setting year in 2024,” said Jason Warnick, Chief Financial Officer of Robinhood. “For both the quarter and full year, we reached new highs for Assets Under Custody, Net Deposits, Gold Subscribers, Revenues, Net Income, Adjusted EBITDA, and EPS. We’re entering 2025 with strong momentum as we remain focused on delivering another year of profitable growth.”

    Fourth Quarter Results:

    • Total net revenues increased 115% year-over-year to $1.01 billion.
      • Transaction-based revenues increased over 200% year-over-year to $672 million, primarily driven by cryptocurrencies revenue of $358 million, up over 700%, options revenue of $222 million, up 83%, and equities revenue of $61 million, up 144%.
      • Net interest revenues increased 25% year-over-year to $296 million, primarily driven by growth in interest-earning assets, partially offset by a lower federal funds rate.
      • Other revenues increased 31% year-over-year to $46 million, primarily due to increased Gold subscription revenues.
    • Net income increased over 10X year-over-year to $916 million, or diluted earnings per share (EPS) of $1.01, compared to $30 million, or diluted EPS of $0.03, in Q4 2023. Q4 2024 net income included:
      • a $369 million deferred tax benefit ($0.41 of diluted EPS), primarily from the release of the Company’s valuation allowance on most of its net deferred tax assets.
      • a $55 million benefit ($0.06 of diluted EPS) due to a reversal of an accrual as part of a regulatory settlement.
    • Total operating expenses increased 3% year-over-year to $458 million, including a $55 million benefit due to a reversal of an accrual as part of a regulatory settlement.
      • Adjusted Operating Expenses and Share-Based Compensation (SBC) (non-GAAP) increased 14% year-over-year to $508 million, which includes Adjusted Operating Expenses (non-GAAP) of $431 million and SBC of $77 million.
    • Adjusted EBITDA (non-GAAP) increased over 300% year-over-year to $613 million.
    • Funded Customers increased 8% year-over-year to 25.2 million.
      • Investment Accounts increased by 10% year-over-year to 26.2 million.
    • Assets Under Custody (AUC) increased 88% year-over-year to $193 billion, driven by continued Net Deposits and higher equity and cryptocurrency valuations.
    • Net Deposits were $16.1 billion, an annualized growth rate of 42% relative to AUC at the end of Q3 2024. Over the past twelve months, Net Deposits were $50.5 billion, a growth rate of 49% relative to AUC at the end of Q4 2023.
    • Average Revenue Per User (ARPU) increased by 102% year-over-year to $164.
    • Gold Subscribers increased by 1.2 million, or 86%, year-over-year to 2.6 million.
    • Cash and cash equivalents totaled $4.3 billion compared with $4.8 billion at the end of Q4 2023.
    • Share repurchases were $160 million, representing 5.3 million shares of our Class A common stock at an average price per share of $29.79.

    Full Year Results:

    • Total net revenues increased 58% year-over-year to $2.95 billion.
    • Net income increased $1.95 billion year-over-year to $1.41 billion, or diluted EPS of $1.56, compared to a net loss of $0.54 billion, or diluted EPS of -$0.61, in 2023.
      • 2024 included a deferred tax benefit of $369 million, primarily from the release of the Company’s valuation allowance on most of its net deferred tax assets.
      • 2023 included an expense of $485 million from the 2021 Founders Award Cancellation.
    • Total operating expenses decreased 21% year-over-year to $1.90 billion.
      • Adjusted Operating Expenses and SBC decreased 16% year-over-year to $1.94 billion, which includes Adjusted Operating Expenses of $1.63 billion and SBC of $304 million.
      • Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation (non-GAAP) increased 7% year-over-year.
    • Adjusted EBITDA increased 167% year-over-year to $1.43 billion, compared to $536 million in 2023.
    • Share repurchases were $257 million, representing 10.4 million shares of our Class A common stock at an average price per share of $24.78 as we make progress on our $1 billion share repurchase program.

    Highlights

    Strong product momentum drove record growth in 2024 as Robinhood delivers on roadmap

    • Expanding Access to Crypto Across the U.S. and EU – Crypto notional volumes increased over 400 percent year-over-year, reaching $71 billion in Q4 2024. Since the start of Q4, Robinhood has also added seven crypto assets in the U.S. and launched Ethereum (ETH) staking in the EU. In June 2024, Robinhood entered into an agreement to acquire Bitstamp, the world’s longest running cryptocurrency exchange serving institutional and retail customers internationally. The acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025.
    • Establishing Ourselves as the #1 Platform for Active Traders – Last month, Robinhood made index options available to all customers and started to roll out futures trading directly in-app, allowing customers to trade stock indexes, energy, currency, metals and crypto. Additionally, since launching in October 2024, Robinhood Legend – the desktop trading platform built for active traders – has added nearly 30 additional indicators and rolled out crypto trading.
    • Robinhood Expands Global Ambitions – Robinhood announced plans to expand into the Asia-Pacific region in 2025, with Singapore serving as its local headquarters. Earlier this week, Robinhood also started to offer options trading to its UK customers.
    • Robinhood Gold Membership Continues to Climb – Robinhood Gold subscribers hit 2.6 million, with an adoption rate of over 10 percent in Q4. In addition, the Robinhood Gold Credit Card reached over 100 thousand cardholders and we have plans to continue expanding the cardholder base in 2025.
    • Stepping Into the Investment Advisory Space – In November 2024, Robinhood entered into an agreement to acquire TradePMR, a custodial and portfolio management platform for Registered Investment Advisors with over 25 years in the industry and over $40 billion in assets under administration at the time of signing. The acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025.

    Additional Q4 2024 Operating Data

    • Retirement AUC increased over 600% year-over-year to $13.1 billion.
    • Cash Sweep increased 59% year-over-year to $26.1 billion.
    • Margin Book increased 126% year-over-year to $7.9 billion.
    • Equity Notional Trading Volumes increased 154% year-over-year to $423 billion.
    • Options Contracts Traded increased 61% year-over-year to 477 million.
    • Crypto Notional Trading Volumes increased over 400% year-over-year to $71.0 billion.

    Conference Call and Livestream Information

    Robinhood will host a video call to discuss its results at 2 p.m. PT / 5 p.m. ET today, February 12, 2025. The video call can be accessed at investors.robinhood.com, along with the earnings press release and accompanying slide presentation. The event will also be live streamed to YouTube and X.com via Robinhood’s official channels, @RobinhoodApp.

    Following the call, a replay and transcript will also be available at investors.robinhood.com.

    Financial Outlook

    The paragraph below provides information on our 2025 expense plan and outlook. We are not providing a 2025 outlook for total operating expenses and have not reconciled our 2025 outlook for Adjusted Operating Expenses and SBC to the most directly comparable GAAP financial measure, total operating expenses, because we are unable to predict with reasonable certainty the impact of certain items without unreasonable effort. These items include, but are not limited to, provisions for credit losses and significant regulatory expenses which may be material and could have a significant impact on total operating expenses for 2025.

    Our 2025 expense plan includes growth investments in new products, features, and international expansion while also getting more efficient in our existing businesses. Our outlook for combined Adjusted Operating Expenses and SBC for full-year 2025 is $2.0 billion to $2.1 billion. This expense outlook does not include provisions for credit losses, costs related to TradePMR or Bitstamp, potential significant regulatory matters, or other significant expenses (such as impairments, restructuring charges, and other business acquisition- or disposition-related expenses) that may arise or accruals we may determine in the future are required, as we are unable to accurately predict the size or timing of such matters, expenses or accruals at this time.

    Actual results might differ materially from our outlook due to several factors, including the rate of growth in Funded Customers and our effectiveness to cross-sell products which affects variable marketing costs, the degree to which we are successful in managing credit losses and preventing fraud, and our ability to manage web-hosting expenses efficiently, among other factors. See “Non-GAAP Financial Measures” for more information on Adjusted Operating Expenses and SBC, including significant items that we believe are not indicative of our ongoing expenses that would be adjusted out of total operating expenses (GAAP) to get to Adjusted Operating Expenses and SBC (non-GAAP) should they occur.

    About Robinhood

    Robinhood Markets, Inc. (NASDAQ: HOOD) transformed financial services by introducing commission-free stock trading and democratizing access to the markets for millions of investors. Today, Robinhood lets you trade stocks, options, futures (which includes options on futures, swaps, and event contracts), and crypto, invest for retirement, and earn with Robinhood Gold. Headquartered in Menlo Park, California, Robinhood puts customers in the driver’s seat, delivering unprecedented value and products intentionally designed for a new generation of investors. Additional information about Robinhood can be found at www.robinhood.com.

    Robinhood uses the “Overview” tab of its Investor Relations website (accessible at investors.robinhood.com/overview) and its Newsroom (accessible at newsroom.aboutrobinhood.com), as means of disclosing information to the public in a broad, non-exclusionary manner for purposes of the U.S. Securities and Exchange Commission’s (“SEC”) Regulation Fair Disclosure (Reg. FD). Investors should routinely monitor those web pages, in addition to Robinhood’s press releases, SEC filings, and public conference calls and webcasts, as information posted on them could be deemed to be material information.

    “Robinhood” and the Robinhood feather logo are registered trademarks of Robinhood Markets, Inc. All other names are trademarks and/or registered trademarks of their respective owners.

    Contacts

    Investors:
    ir@robinhood.com

    Press:
    press@robinhood.com

     
    ROBINHOOD MARKETS, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
     
      December 31,
    (in millions, except share and per share data)   2023       2024  
    Assets      
    Current assets:      
    Cash and cash equivalents $ 4,835     $ 4,332  
    Cash, cash equivalents, and securities segregated under federal and other regulations   4,448       4,724  
    Receivables from brokers, dealers, and clearing organizations   89       471  
    Receivables from users, net   3,495       8,239  
    Securities borrowed   1,602       3,236  
    Deposits with clearing organizations   338       489  
    User-held fractional shares   1,592       2,530  
    Held-to-maturity investments   413       398  
    Prepaid expenses   63       75  
    Deferred customer match incentives   11       100  
    Other current assets   196       509  
    Total current assets   17,082       25,103  
    Property, software, and equipment, net   120       139  
    Goodwill   175       179  
    Intangible assets, net   48       38  
    Non-current held-to-maturity investments   73        
    Non-current deferred customer match incentives   19       195  
    Other non-current assets, including non-current prepaid expenses of $4 as of December 31, 2023 and $17 as of December 31, 2024   107       533  
    Total assets $ 17,624     $ 26,187  
    Liabilities and stockholders’ equity      
    Current liabilities:      
    Accounts payable and accrued expenses $ 384     $ 397  
    Payables to users   5,097       7,448  
    Securities loaned   3,547       7,463  
    Fractional shares repurchase obligation   1,592       2,530  
    Other current liabilities   217       266  
    Total current liabilities   10,837       18,104  
    Other non-current liabilities   91       111  
    Total liabilities   10,928       18,215  
    Commitments and contingencies      
    Stockholders’ equity:      
    Preferred stock, $0.0001 par value. 210,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2024.          
    Class A common stock, $0.0001 par value. 21,000,000,000 shares authorized, 745,401,862 shares issued and outstanding as of December 31, 2023; 21,000,000,000 shares authorized, 764,903,997 shares issued and outstanding as of December 31, 2024.          
    Class B common stock, $0.0001 par value. 700,000,000 shares authorized, 126,760,802 shares issued and outstanding as of December 31, 2023; 700,000,000 shares authorized, 119,588,986 shares issued and outstanding as of December 31, 2024.          
    Class C common stock, $0.0001 par value. 7,000,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2024.          
    Additional paid-in capital   12,145       12,008  
    Accumulated other comprehensive loss   (3 )     (1 )
    Accumulated deficit   (5,446 )     (4,035 )
    Total stockholders’ equity   6,696       7,972  
    Total liabilities and stockholders’ equity $ 17,624     $ 26,187  
     
    ROBINHOOD MARKETS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
     
     (in millions, except share, per share, and percentage data) Three Months Ended
    December 31,
      YOY% Change   Three Months Ended
    September 30,
      QOQ% Change
      2023       2024         2024  
    Revenues:                  
    Transaction-based revenues $ 200     $ 672     236 %   $ 319   111 %
    Net interest revenues   236       296     25 %     274   8 %
    Other revenues   35       46     31 %     44   5 %
    Total net revenues   471       1,014     115 %     637   59 %
                       
    Operating expenses(1)(2):                  
    Brokerage and transaction   32       50     56 %     39   28 %
    Technology and development   197       208     6 %     205   1 %
    Operations   26       29     12 %     27   7 %
    Provision for credit losses   14       19     36 %     23   (17)%
    Marketing   43       82     91 %     59   39 %
    General and administrative   133       70     (47)%     133   (47)%
    Total operating expenses   445       458     3 %     486   (6)%
                       
    Other income, net   3       2     (33)%     2   %
    Income before income taxes   29       558     NM     153   265 %
    Provision for (benefit from) income taxes   (1 )     (358 )   NM     3   NM
    Net income $ 30     $ 916     NM   $ 150   511 %
    Net income attributable to common stockholders:                  
    Basic $ 30     $ 916         $ 150    
    Diluted $ 30     $ 916         $ 150    
    Net income per share attributable to common stockholders:                  
    Basic $ 0.03     $ 1.04         $ 0.17    
    Diluted $ 0.03     $ 1.01         $ 0.17    
    Weighted-average shares used to compute net income per share attributable to common stockholders:                  
    Basic   867,298,537       883,884,676           884,108,545    
    Diluted   883,227,967       907,767,796           905,544,750    
     
        Year Ended
    December 31,
      YOY% Change
    (in millions, except share, per share, and percentage data)     2023       2024    
    Revenues:            
    Transaction-based revenues   $ 785     $ 1,647     110 %
    Net interest revenues     929       1,109     19 %
    Other revenues     151       195     29 %
    Total net revenues     1,865       2,951     58 %
                 
    Operating expenses(1)(2):            
    Brokerage and transaction     146       164     12 %
    Technology and development     805       818     2 %
    Operations     116       112     (3)%
    Provision for credit losses     43       76     77 %
    Marketing     122       272     123 %
    General and administrative     1,169       455     (61)%
    Total operating expenses     2,401       1,897     (21)%
                 
    Other income, net     3       10     233 %
    Income (loss) before income taxes     (533 )     1,064     NM
    Provision for (benefit from) income taxes     8       (347 )   NM
    Net income (loss)     (541 )     1,411     NM
    Net income (loss) attributable to common stockholders:            
    Basic   $ (541 )   $ 1,411      
    Diluted   $ (541 )   $ 1,411      
    Net income (loss) per share attributable to common stockholders:            
    Basic   $ (0.61 )   $ 1.60      
    Diluted   $ (0.61 )   $ 1.56      
    Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:            
    Basic     890,857,659       881,113,156      
    Diluted     890,857,659       906,171,504      

    ________________
    (1) The following table presents operating expenses as a percent of total net revenues:

     
    Three Months Ended

    December 31,
      Three Months Ended
    September 30,
      Year Ended
    December 31,
      2023     2024     2024     2023     2024  
    Brokerage and transaction 7 %   5 %   6 %   8 %   5 %
    Technology and development 42 %   20 %   32 %   43 %   28 %
    Operations 6 %   3 %   4 %   6 %   4 %
    Provision for credit losses 2 %   2 %   4 %   3 %   3 %
    Marketing 9 %   8 %   9 %   7 %   9 %
    General and administrative 28 %   7 %   21 %   63 %   15 %
    Total operating expenses 94 %   45 %   76 %   130 %   64 %


    (2)
     The following table presents the SBC on our unaudited condensed consolidated statements of operations for the periods indicated:

     
    Three Months Ended

    December 31,
      Three Months Ended
    September 30,
      Year Ended
    December 31,
    (in millions)   2023     2024     2024     2023     2024
    Brokerage and transaction $ 1   $ 2   $ 2   $ 7     9
    Technology and development   50     48     48     211     192
    Operations   2     2     1     8     7
    Marketing   2     2     3     5     8
    General and administrative   26     23     25     640     88
    Total SBC $ 81   $ 77 $ $ 79   $ 871   $ 304
     
    ROBINHOOD MARKETS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
     
      Three Months Ended
    December 31,
      Year Ended
    December 31,
    (in millions)   2023       2024       2023       2024  
    Operating activities:              
    Net income (loss) $ 30     $ 916     $ (541 )   $ 1,411  
    Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:              
    Depreciation and amortization   17       22       71       77  
    Impairment of long-lived assets   4             5       2  
    Provision for credit losses   14       19       43       76  
    Deferred income taxes         (369 )           (369 )
    Share-based compensation   81       77       871       304  
    Other   1             3       (2 )
    Changes in operating assets and liabilities:              
    Securities segregated under federal and other regulations         (397 )           (397 )
    Receivables from brokers, dealers, and clearing organizations   (26 )     (332 )     (13 )     (382 )
    Receivables from users, net   204       (2,621 )     (298 )     (4,592 )
    Securities borrowed   (398 )     468       (1,085 )     (1,634 )
    Deposits with clearing organizations   (63 )     (25 )     (152 )     (151 )
    Current and non-current prepaid expenses   11       16       37       (25 )
    Current and non-current deferred customer match incentives   (20 )     (63 )     (30 )     (265 )
    Other current and non-current assets   (19 )     (404 )     (18 )     (415 )
    Accounts payable and accrued expenses   (11 )     (63 )     134       (35 )
    Payables to users   772       1,184       396       2,351  
    Securities loaned   302       157       1,713       3,916  
    Other current and non-current liabilities   61       15       45       (27 )
    Net cash provided by (used in) operating activities   960       (1,400 )     1,181       (157 )
    Investing activities:              
    Purchases of property, software, and equipment   (1 )     (4 )     (2 )     (13 )
    Capitalization of internally developed software   (5 )     (11 )     (19 )     (37 )
    Business acquisition, net of cash and cash equivalents acquired   (3 )           (93 )     (6 )
    Asset acquisition, net of cash acquired                     (3 )
    Purchases of held-to-maturity investments   (108 )     (87 )     (759 )     (556 )
    Proceeds from maturities of held-to-maturity investments   115       219       282       658  
    Purchases of credit card receivables by Credit Card Funding Trust         (509 )           (748 )
    Collections of purchased credit card receivables         426             556  
    Proceeds from sales and maturities of available-for-sale investments               10        
    Other   (1 )           (1 )     1  
    Net cash provided by (used in) investing activities   (3 )     34       (582 )     (148 )
    Financing activities:              
    Proceeds from exercise of stock options, net of repurchases   3       8       5       18  
    Proceeds from issuance of common stock under the Employee Share Purchase Plan   5       6       14       16  
    Taxes paid related to net share settlement of equity awards   (3 )     (89 )     (12 )     (244 )
    Repurchase of Class A common stock         (160 )     (608 )     (257 )
    Draws on credit facilities         10       20       22  
    Repayments on credit facilities         (10 )     (20 )     (22 )
    Borrowings by the Credit Card Funding Trust         37             132  
    Repayments on borrowings by the Credit Card Funding Trust                     (1 )
    Change in principal collected from customers due to Coastal Bank   4       21       1       6  
    Payments of debt issuance costs         (1 )     (10 )     (15 )
    Net cash provided by (used in) financing activities   9       (178 )     (610 )     (345 )
    Effect of foreign exchange rate changes on cash and cash equivalents         (2 )           (1 )
    Net increase (decrease) in cash, cash equivalents, segregated cash, and restricted cash   966       (1,546 )     (11 )     (651 )
    Cash, cash equivalents, segregated cash, and restricted cash, beginning of the period   8,380       10,241       9,357       9,346  
    Cash, cash equivalents, segregated cash, and restricted cash, end of the period $ 9,346     $ 8,695     $ 9,346     $ 8,695  
                   
    Reconciliation of cash, cash equivalents, segregated cash and restricted cash, end of the period:
    Cash and cash equivalents, end of the period $ 4,835     $ 4,332     $ 4,835     $ 4,332  
    Segregated cash and cash equivalents, end of the period   4,448       4,327       4,448       4,327  
    Restricted cash in other current assets, end of the period   46       18       46       18  
    Restricted cash in other non-current assets, end of the period   17       18       17       18  
    Cash, cash equivalents, segregated cash and restricted cash, end of the period $ 9,346     $ 8,695     $ 9,346     $ 8,695  
    Supplemental disclosures:              
    Cash paid for interest $ 4     $ 4     $ 12     $ 16  
    Cash paid for income taxes, net of refund received $     $ 4     $ 9     $ 18  
     
    Reconciliation of GAAP to Non-GAAP Results
    (Unaudited)
     
        Three Months Ended
    December 31,
      Three Months Ended
    September 30,
      Year Ended
    December 31,
    (in millions)     2023       2024       2024       2023       2024  
    Net income (loss)   $ 30     $ 916     $ 150     $ (541 )   $ 1,411  
    Net margin     6 %     90 %     24 %   (29)%     48 %
    Add:                    
    Interest expenses related to credit facilities     6       6       6       23       24  
    Provision for (benefit from) income taxes     (1 )     (358 )     3       8       (347 )
    Depreciation and amortization     17       22       20       71       77  
    EBITDA (non-GAAP)     52       586       179       (439 )     1,165  
    Add: SBC                    
    SBC Excluding 2021 Founders Award Cancellation     81       77       79       386       304  
    2021 Founders Award Cancellation                       485        
    Significant legal and tax settlements and reserves(1)           (50 )     10       104       (40 )
    Adjusted EBITDA (non-GAAP)   $ 133     $ 613     $ 268     $ 536     $ 1,429  
    Adjusted EBITDA margin (non-GAAP)     28 %     60 %     42 %     29 %     48 %
      Three Months Ended
    December 31,
      Three Months Ended
    September 30,
      Year Ended
    December 31,
    (in millions)   2023     2024       2024     2023     2024  
    Total operating expenses (GAAP) $ 445   $ 458     $ 486   $ 2,401   $ 1,897  
    Less: SBC                  
    SBC Excluding 2021 Founders Award Cancellation   81     77       79     386     304  
    2021 Founders Award Cancellation                 485      
    Significant legal and tax settlements and reserves(1)       (50 )     10     104     (40 )
    Adjusted Operating Expenses (Non-GAAP) $ 364   $ 431     $ 397   $ 1,426   $ 1,633  
      Three Months Ended
    December 31,
      Year Ended
    December 31,
    (in millions)   2023     2024       2023     2024  
    Total operating expenses (GAAP) $ 445   $ 458     $ 2,401   $ 1,897  
    Less: SBC              
    SBC Excluding 2021 Founders Award Cancellation   81     77       386     304  
    2021 Founders Award Cancellation             485      
    Significant legal and tax settlements and reserves(1)       (50 )     104     (40 )
    Adjusted Operating Expenses (Non-GAAP)   364     431       1,426     1,633  
    Add: SBC              
    SBC Excluding 2021 Founders Award Cancellation   81     77       386     304  
    2021 Founders Award Cancellation             485      
    Adjusted Operating Expenses and SBC (Non-GAAP)   445     508       2,297     1,937  
    Less: 2021 Founders Award Cancellation             485      
    Adjusted Operating Expense and SBC excluding the 2021 Founders Award Cancellation (Non-GAAP) $ 445   $ 508     $ 1,812   $ 1,937  

    ________________

    (1) Amounts for the three months and year ended December 31, 2024 included a $55 million benefit due to a reversal of an accrual as part of a regulatory settlement.


    Cautionary Note Regarding Forward-Looking Statements

    This press release contains forward-looking statements regarding the expected financial performance of Robinhood Markets, Inc. and its consolidated subsidiaries (“we,” “Robinhood,” or the “Company”) and our strategic and operational plans, including (among others) statements regarding that we see a huge opportunity ahead of us as we work toward enabling anyone, anywhere, to buy, sell, or hold any financial asset and conduct any financial transaction through Robinhood; that we’re entering 2025 with strong momentum as we remain focused on delivering another year of profitable growth; that we plan to expand into the Asia-Pacific region in 2025, with Singapore serving as our local headquarters; that we plan to continue expanding the cardholder base for the Robinhood Gold Credit Card in 2025; that the acquisitions of Bitstamp and TradePMR are each expected to close in the first half of 2025; and all statements and information under the headings “Financial Outlook”. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this press release. Reported results should not be considered an indication of future performance. Factors that contribute to the uncertain nature of our forward-looking statements include, among others: our rapid and continuing expansion, including continuing to introduce new products and services on our platforms as well as geographic expansion; the difficulty of managing our business effectively, including the size of our workforce, and the risk of declining or negative growth; the fluctuations in our financial results and key metrics from quarter to quarter; our reliance on transaction-based revenue, including payment for order flow (“PFOF”), the risk of new regulation or bans on PFOF and similar practices, and the addition of our new fee-based model for cryptocurrency; our exposure to fluctuations in interest rates and rapidly changing interest rate environments; the difficulty of raising additional capital (to provide liquidity needs and support business growth and objectives) on reasonable terms, if at all; the need to maintain capital levels required by regulators and self-regulatory organizations; the risk that we might mishandle the cash, securities, and cryptocurrencies we hold on behalf of customers, and our exposure to liability for processing, operational, or technical errors in clearing functions; the impact of negative publicity on our brand and reputation; the risk that changes in business, economic, or political conditions that impact the global financial markets, or a systemic market event, might harm our business; our dependence on key employees and a skilled workforce; the difficulty of complying with an extensive, complex, and changing regulatory environment and the need to adjust our business model in response to new or modified laws and regulations; the possibility of adverse developments in pending litigation and regulatory investigations; the effects of competition; our need to innovate and acquire or invest in new products, services, technologies, and geographies in order to attract and retain customers and deepen their engagement with us in order to maintain growth; our reliance on third parties to perform some key functions and the risk that processing, operational or technological failures could impair the availability or stability of our platforms; the risk of cybersecurity incidents, theft, data breaches, and other online attacks; the difficulty of processing customer data in compliance with privacy laws; our need as a regulated financial services company to develop and maintain effective compliance and risk management infrastructures; the risks associated with incorporating artificial intelligence technologies into some of our products and processes; the volatility of cryptocurrency prices and trading volumes; the risk that our platforms and services could be exploited to facilitate illegal payments; and the risk that substantial future sales of Class A common stock in the public market, or the perception that they may occur, could cause the price of our stock to fall. Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results can be found in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as well as in our other filings with the SEC, all of which are available on the SEC’s web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time, and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements. Except as otherwise noted, all forward-looking statements in this press release are made as of the date of this press release, February 12, 2025, and are based on information and estimates available to us at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, Robinhood assumes no obligation to update any of the statements in this press release whether as a result of any new information, future events, changed circumstances, or otherwise. You should read this press release with the understanding that our actual future results, performance, events, and circumstances might be materially different from what we expect. All fourth quarter and full year 2024 financial information in this press release is preliminary, based on our estimates and subject to completion of our financial closing procedures. Final results for the full year, which will be reported in our Annual Report on Form 10-K for the year ended December 31, 2024, may vary from the information in this press release. In particular, until our financial statements are issued in our Annual Report on Form 10-K, we may be required to recognize certain subsequent events (such as in connection with contingencies or the realization of assets) which could affect our final results.

    Non-GAAP Financial Measures

    We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources and assess our performance. In addition to total net revenues, net income (loss), and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), Adjusted EBITDA Margin, Adjusted Operating Expenses, Adjusted Operating Expenses and SBC, Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation, and SBC excluding the 2021 Founders Award Cancellation. This non-GAAP financial information is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for, or superior to, financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included in this press release.

    Adjusted EBITDA

    Adjusted EBITDA is defined as net income (loss), excluding (i) interest expenses related to credit facilities, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) SBC, (v) significant legal and tax settlements and reserves, and (vi) other significant gains, losses, and expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that we believe are not indicative of our ongoing results.

    The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Adjusted EBITDA Margin

    Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total net revenues. The most directly comparable GAAP measure is net margin (calculated as net income (loss) divided by total net revenues). We believe Adjusted EBITDA Margin provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Adjusted EBITDA Margin is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Adjusted Operating Expenses

    Adjusted Operating Expenses is defined as GAAP total operating expenses minus (i) SBC, (ii) significant legal and tax settlements and reserves, and (iii) other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that we believe are not indicative of our ongoing expenses. The amount and timing of the excluded items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods less meaningful. We believe Adjusted Operating Expenses provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our cost structure. Adjusted Operating Expenses is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting. Starting in Q1 2025, Adjusted Operating Expenses will no longer include provision for credit losses.

    Adjusted Operating Expenses and SBC

    Adjusted Operating Expenses and SBC is defined as GAAP total operating expenses minus (i) significant legal and tax settlements and reserves and (ii) other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses), that we believe are not indicative of our ongoing expenses. The amount and timing of the excluded items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods less meaningful. Unlike Adjusted Operating Expenses, Adjusted Operating Expenses and SBC does not adjust for SBC. We believe Adjusted Operating Expense and SBC provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our cost structure. Adjusted Operating Expenses and SBC is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation

    Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation is defined as GAAP total operating expenses minus (i) significant legal and tax settlements and reserves, (ii) other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses), and (iii) the 2021 Founders Award Cancellation, that we believe are not indicative of our ongoing expenses. The amount and timing of the excluded items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods less meaningful. We believe Adjusted Operating Expense and SBC excluding the 2021 Founders Award Cancellation provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our cost structure. Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    SBC excluding the 2021 Founders Award Cancellation

    We define SBC excluding the 2021 Founders Award Cancellation as GAAP SBC minus the impact of the 2021 Founders Award Cancellation, which we do not believe is indicative of our ongoing expenses. The amount and timing of the 2021 Founders Award Cancellation are not driven by core results of operations and renders comparisons with prior periods less meaningful. We believe SBC excluding the 2021 Founders Award Cancellation provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our cost structure. SBC excluding the Founders Award Cancellation is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Key Performance Metrics

    In addition to the measures presented in our unaudited condensed consolidated financial statements, we use the following key performance metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.

    Funded Customers

    We define a Funded Customer as a unique person who has at least one account with a Robinhood entity and, within the past 45 calendar days (a) had an account balance that was greater than zero (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) or (b) completed a transaction using any such account. Individuals who share a funded joint investing account (which launched in July 2024) are each considered to be a Funded Customer.

    Assets Under Custody (“AUC”)

    We define AUC as the sum of the fair value of all equities, options, cryptocurrency, futures (including options on futures, swaps, and event contracts), and cash held by users in their accounts, net of receivables from users, as of a stated date or period end on a trade date basis. Net Deposits and net market gains (losses) drive the change in AUC in any given period.

    Net Deposits

    We define Net Deposits as all cash deposits and asset transfers from customers, as well as dividends, interest, and cash or assets earned in connection with Company promotions (such as account transfer and retirement match incentives and free stock bonuses) received by customers, net of reversals, customer cash withdrawals, margin interest, Gold subscription fees, and assets transferred off of our platforms for a stated period. Prior to the second quarter of 2024, Net Deposits did not include inflows from cash or assets earned in connection with Company promotions and prior to January 2024, Net Deposits did not include inflows from dividends and interest or outflows from Robinhood Gold subscription fees and margin interest, although we have not restated amounts in prior periods as the impact to those figures was immaterial.

    Average Revenue Per User (“ARPU”)

    We define ARPU as total revenue for a given period divided by the average number of Funded Customers on the last day of that period and the last day of the immediately preceding period. Figures in this press release represent ARPU annualized for each three-month period presented.

    Gold Subscribers

    We define a Gold Subscriber as a unique person who has at least one account with a Robinhood entity and who, as of the end of the relevant period (a) is subscribed to Robinhood Gold and (b) has made at least one Robinhood Gold subscription fee payment.

    Additional Operating Metrics

    Retirement AUC

    We define Retirement AUC as the total AUC in traditional IRAs and Roth IRAs.

    Cash Sweep

    We define Cash Sweep as the period-end total amount of participating users’ uninvested brokerage cash that has been automatically “swept” or moved from their brokerage accounts into deposits for their benefit at a network of program banks. This is an off-balance-sheet amount. Robinhood earns a net interest spread on Cash Sweep balances based on the interest rate offered by the banks less the interest rate given to users as stated in our program terms.

    Margin Book

    We define Margin Book as our period-end aggregate outstanding margin loan balances receivable (i.e., the period-end total amount we are owed by customers on loans made for the purchase of securities, supported by a pledge of assets in their margin-enabled brokerage accounts).

    Notional Trading Volume

    We define Notional Trading Volume or Notional Volume for any specified asset class as the aggregate dollar value (purchase price or sale price as applicable) of trades executed in that asset class over a specified period of time.

    Options Contracts Traded

    We define Options Contracts Traded as the total number of options contracts bought or sold over a specified period of time. Each contract generally entitles the holder to trade 100 shares of the underlying stock.

    Glossary Terms

    2021 Founders Award Cancellation

    We define the 2021 Founders Award Cancellation as the cancellation in February 2023 of the 2021 pre-IPO market-based restricted stock units granted to our founders of 35.5 million unvested shares.

    Investment Accounts

    We define an Investment Account as a funded individual brokerage account, a funded joint investing account, or a funded individual retirement account (“IRA”). As of December 31, 2024, a Funded Customer can have up to four Investment Accounts – individual brokerage account, joint investing account (which launched in July 2024), traditional IRA, and Roth IRA.

    Gold Adoption Rate

    We define the Gold adoption rate as end of period Gold Subscribers divided by end of period Funded Customers.

    Growth Rate and Annualized Growth Rate with respect to Net Deposits

    Growth rate is calculated as aggregate Net Deposits over a specified 12 month period, divided by AUC for the fiscal quarter that immediately precedes such 12 month period. Annualized growth rate is calculated as Net Deposits for a specified quarter multiplied by 4 and divided by AUC for the immediately preceding quarter.

    The MIL Network

  • MIL-OSI: Veeco Reports Fourth Quarter and Fiscal Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Fourth Quarter 2024 Highlights:

    • Revenue of $182.1 million, compared with $173.9 million in the same period last year
    • GAAP net income of $15.0 million, or $0.26 per diluted share, compared with $21.6 million, or $0.37 per diluted share in the same period last year
    • Non-GAAP net income of $24.2 million, or $0.41 per diluted share, compared with $29.8 million, or $0.51 per diluted share in the same period last year

    Fiscal Year 2024 Highlights:

    • Revenue of $717.3 million, compared with $666.4 million in the same period last year
    • GAAP net income of $73.7 million, or $1.23 per diluted share, compared with GAAP net loss of $30.4 million or $0.56 loss per diluted share in the same period last year
    • Non-GAAP net income of $104.3 million, or $1.74 per diluted share, compared with $98.3 million, or $1.69 per diluted share in the same period last year

    PLAINVIEW, N.Y., Feb. 12, 2025 (GLOBE NEWSWIRE) — Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2024. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

     
    U.S. Dollars in millions, except per share data
                                   
        4th Quarter   Full Year
    GAAP Results   Q4 ’24   Q4 ’23   2024   2023  
    Revenue   $ 182.1     $ 173.9     $ 717.3     $ 666.4  
    Net income (loss)   $ 15.0     $ 21.6     $ 73.7     $ (30.4 )
    Diluted earnings (loss) per share   $ 0.26     $ 0.37     $ 1.23     $ (0.56 )
        4th Quarter   Full Year
    Non-GAAP Results   Q4 ’24   Q4 ’23   2024   2023
    Operating income   $ 27.4     $ 32.1     $ 116.1     $ 109.6  
    Net income   $ 24.2     $ 29.8     $ 104.3     $ 98.3  
    Diluted earnings per share   $ 0.41     $ 0.51     $ 1.74     $ 1.69  
                                     

    “Veeco had a successful year in 2024, highlighted by our Semiconductor business outperforming WFE growth for the 4th consecutive year,” commented Bill Miller, Ph.D., Veeco’s Chief Executive Officer. “We achieved several strategic milestones, grew the top-line and delivered solid profitability, all while continuing to allocate capital toward our largest growth opportunities. Looking ahead, our solutions in Laser Annealing, Ion Beam Deposition, and Advanced Packaging are well-positioned to take advantage of growth in leading edge investment in the coming years.”

    Guidance and Outlook

    The following guidance is provided for Veeco’s first quarter 2025:

    • Revenue is expected in the range of $155 million to $175 million
    • GAAP diluted earnings per share are expected in the range of $0.11 to $0.22
    • Non-GAAP diluted earnings per share are expected in the range of $0.26 to $0.36

    Conference Call Information

    A conference call reviewing these results has been scheduled for today, February 12, 2025 starting at 5:00pm ET. To join the call, dial 1-877-407-8029 (toll-free) or 1-201-689-8029. Participants may also access a live webcast of the call by visiting the investor relations section of Veeco’s website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website that evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

    About Veeco

    Veeco (NASDAQ: VECO) is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, chemical vapor deposition (CVD), metal organic chemical vapor deposition (MOCVD), single wafer etch & clean and lithography technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets we serve. To learn more about Veeco’s systems and service offerings, visit www.veeco.com.

    Forward-looking Statements

    This press release contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, our ongoing transformation initiative and the effects thereof on our operations and financial results; and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic and industry conditions; global trade issues, including the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; our ability to obtain and protect intellectual property rights in key technologies; the effects of regional or global health epidemics; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees; the variability of results among products and end-markets, and our ability to accurately forecast future results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this press release or, in the case of any document referenced herein or incorporated by reference, the date of that document. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

    financial tables attached-

           
    Veeco Contacts:      
           
    Investors: Anthony Pappone (516) 500-8798 apappone@veeco.com 
    Media: Brenden Wright (410) 984-2610 bwright@veeco.com 
           
     
    Veeco Instruments Inc. and Subsidiaries
    Condensed Consolidated Statements of Operations
    (in thousands, except per share amounts)
    (unaudited)
                             
        Three months ended December 31,   Year ended December 31,
        2024   2023   2024   2023
    Net sales   $ 182,131     $ 173,924     $ 717,301     $ 666,435  
    Cost of sales     108,146       95,269       413,296       381,376  
    Gross profit     73,985       78,655       304,005       285,059  
    Operating expenses, net:                        
    Research and development     30,953       29,091       124,507       112,853  
    Selling, general, and administrative     25,077       23,493       99,663       92,756  
    Amortization of intangible assets     1,580       2,123       6,983       8,481  
    Asset impairment     28,131             28,131        
    Other operating expense (income), net     (15,635 )     (235 )     (22,260 )     1,029  
    Total operating expenses, net     70,106       54,472       237,024       215,119  
    Operating income     3,879       24,183       66,981       69,940  
    Interest income (expense), net     476             1,853       (1,187 )
    Other income (expense), net                       (97,091 )
    Income (loss) before income taxes     4,355       24,183       68,834       (28,338 )
    Income tax expense (benefit)     (10,610 )     2,546       (4,880 )     2,030  
    Net income (loss)   $ 14,965     $ 21,637     $ 73,714     $ (30,368 )
                             
    Income (loss) per common share:                        
    Basic   $ 0.26     $ 0.39     $ 1.31     $ (0.56 )
    Diluted   $ 0.26     $ 0.37     $ 1.23     $ (0.56 )
                             
    Weighted average number of shares:                        
    Basic     56,536       55,537       56,426       53,769  
    Diluted     60,499       59,821       61,596       53,769  
                                     
     
    Veeco Instruments Inc. and Subsidiaries
    Condensed Consolidated Balance Sheets
    (in thousands)
                     
        December 31,   December 31,
        2024   2023
        (unaudited)        
    Assets                
    Current assets:                
    Cash and cash equivalents   $ 145,595     $ 158,781  
    Restricted cash     224       339  
    Short-term investments     198,719       146,664  
    Accounts receivable, net     96,834       103,018  
    Contract assets     37,109       24,370  
    Inventories     246,735       237,635  
    Prepaid expenses and other current assets     39,316       35,471  
    Total current assets     764,532       706,278  
    Property, plant and equipment, net     113,789       118,459  
    Operating lease right-of-use assets     26,503       24,377  
    Intangible assets, net     8,832       43,945  
    Goodwill     214,964       214,964  
    Deferred income taxes     120,191       117,901  
    Other assets     2,766       3,117  
    Total assets   $ 1,251,577     $ 1,229,041  
                     
    Liabilities and stockholders’ equity                
    Current liabilities:                
    Accounts payable   $ 43,519     $ 42,383  
    Accrued expenses and other current liabilities     55,195       57,624  
    Contract liabilities     64,986       118,026  
    Income taxes payable     2,086        
    Current portion of long-term debt     26,496        
    Total current liabilities     192,282       218,033  
    Deferred income taxes     689       6,552  
    Long-term debt     249,702       274,941  
    Long-term operating lease liabilities     34,318       31,529  
    Other liabilities     3,816       25,544  
    Total liabilities     480,807       556,599  
                     
    Total stockholders’ equity     770,770       672,442  
    Total liabilities and stockholders’ equity   $ 1,251,577     $ 1,229,041  
                     

    Note on Reconciliation Tables

    The below tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and certain integration costs.

    These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating income (loss), which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

     
    Reconciliation of GAAP to Non-GAAP Financial Data (Q4 2024)
    (in thousands)
    (unaudited)
                               
              Non-GAAP Adjustments        
              Share-Based                
    Three months ended December 31, 2024   GAAP   Compensation   Amortization   Other   Non-GAAP  
    Net sales   $ 182,131               $ 182,131  
    Gross profit     73,985   1,523               75,508  
    Gross margin     40.6 %               41.5 %
    Operating expenses     70,106   (7,582 )   (1,580 )   (12,876 )     48,068  
    Operating income     3,879   9,105     1,580     12,876   ^   27,440  
    Net income     14,965   9,105     1,580     (1,443 ) ^   24,207  

    ____________________________
    ^   – See table below for additional details.

     
    Other Non-GAAP Adjustments (Q4 2024)
    (in thousands)
    (unaudited)
         
    Three months ended December 31, 2024    
    Asset impairment $ 28,131  
    Changes in contingent consideration   (16,466 )
    Other   1,211  
    Subtotal   12,876  
    Non-cash interest expense   322  
    Tax benefits associated with asset impairments   (12,239 )
    Non-GAAP tax adjustment *   (2,402 )
    Total Other $ (1,443 )

    ____________________________
    *   – The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

     
    Net Income per Common Share (Q4 2024)
    (in thousands, except per share amounts)
    (unaudited)
                     
        Three months ended December 31, 2024
        GAAP   Non-GAAP
    Numerator:                
    Net income   $ 14,965     $ 24,207  
    Interest expense associated with 2025 and 2027 Convertible Senior Notes     513       466  
    Net income available to common shareholders   $ 15,478     $ 24,673  
                     
    Denominator:                
    Basic weighted average shares outstanding     56,536       56,536  
    Effect of potentially dilutive share-based awards     1,070       1,070  
    Dilutive effect of 2025 Convertible Senior Notes     1,104       1,104  
    Dilutive effect of 2027 Convertible Senior Notes(1)     1,789       1,354  
    Diluted weighted average shares outstanding     60,499       60,064  
                     
    Net income per common share:                
    Basic   $ 0.26     $ 0.43  
    Diluted   $ 0.26     $ 0.41  

    ____________________________
    (1) – The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

     
    Reconciliation of GAAP to Non-GAAP Financial Data (Q4 2023)
    (in thousands)
    (unaudited)
                               
              Non-GAAP Adjustments        
              Share-based              
    Three months ended December 31, 2023     GAAP   Compensation   Amortization   Other   Non-GAAP  
    Net sales   $ 173,924               $ 173,924  
    Gross profit     78,655   334               78,989  
    Gross margin     45.2 %               45.4 %
    Operating expenses     54,472   (5,845 )   (2,123 )   363       46,867  
    Operating income     24,183   6,179     2,123     (363 ) ^   32,122  
    Net income     21,637   6,179     2,123     (116 ) ^   29,823  

    ____________________________
    ^   – See table below for additional details.

     
    Other Non-GAAP Adjustments (Q4 2023)
    (in thousands)
    (unaudited)
         
    Three months ended December 31, 2023    
    Changes in contingent consideration $ (465 )
    Other   102  
    Subtotal   (363 )
    Non-cash interest expense   294  
    Non-GAAP tax adjustment *   (47 )
    Total Other $ (116 )

    ____________________________
    *   – The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

     
    Net Income per Common Share (Q4 2023)
    (in thousands, except per share amounts)
    (unaudited)
                     
        Three months ended December 31, 2023
        GAAP   Non-GAAP
    Numerator:                
    Net income   $ 21,637     $ 29,823  
    Interest expense associated with 2025 and 2027 Convertible Senior Notes     511       466  
    Net income available to common shareholders   $ 22,148     $ 30,289  
                     
    Denominator:                
    Basic weighted average shares outstanding     55,537       55,537  
    Effect of potentially dilutive share-based awards     1,391       1,391  
    Dilutive effect of 2025 Convertible Senior Notes     1,104       1,104  
    Dilutive effect of 2027 Convertible Senior Notes(1)     1,789       1,355  
    Diluted weighted average shares outstanding     59,821       59,387  
                     
    Net income per common share:                
    Basic   $ 0.39     $ 0.54  
    Diluted   $ 0.37     $ 0.51  

    ____________________________
    (1)   – The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

     
    Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q4 2024 and 2023)
    (in thousands)
    (unaudited)
                 
        Three months ended   Three months ended
        December 31, 2024   December 31, 2023
    GAAP Net income   $ 14,965     $ 21,637  
    Share-based compensation     9,105       6,179  
    Amortization     1,580       2,123  
    Asset impairment     28,131        
    Changes in contingent consideration     (16,466 )     (465 )
    Transition expenses related to San Jose expansion project           57  
    Acquisition related           45  
    Interest (income) expense, net     (476 )      
    Other     1,211        
    Income tax expense (benefit)     (10,610 )     2,546  
    Non-GAAP Operating income   $ 27,440     $ 32,122  
                     
     
    Reconciliation of GAAP to Non-GAAP Financial Data (FY 2024)
    (in thousands)
    (unaudited)
                               
              Non-GAAP Adjustments        
              Share-based              
    For the year ended December 31, 2024     GAAP   Compensation   Amortization   Other   Non-GAAP  
    Net sales   $ 717,301               $ 717,301  
    Gross profit     304,005   6,263         162       310,430  
    Gross margin     42.4 %               43.3 %
    Operating expenses     237,024   (29,616 )   (6,983 )   (6,067 )     194,358  
    Operating income     66,981   35,879     6,983     6,229   ^   116,072  
    Net income (loss)     73,714   35,879     6,983     (12,233 ) ^   104,343  

    ____________________________
    ^   – See table below for additional details.

     
    Other Non-GAAP Adjustments (FY 2024)
    (in thousands)
    (unaudited)
         
    For the year ended December 31, 2024    
    Asset impairment $ 28,131  
    Changes in contingent consideration   (21,242 )
    Sale of productive assets   (2,033 )
    Other   1,373  
    Subtotal   6,229  
    Non-cash interest expense   1,257  
    Tax benefits associated with asset impairments   (12,239 )
    Non-GAAP tax adjustment *   (7,480 )
    Total Other $ (12,233 )

    ____________________________
    *   – The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

     
    Net Income per Common Share (FY 2024)
    (in thousands, except per share amounts)
    (unaudited)
                     
        Year ended December 31, 2024
        GAAP   Non-GAAP
    Numerator:                
    Net income   $ 73,714     $ 104,343  
    Interest expense associated with convertible notes     2,054       1,865  
    Net income available to common shareholders   $ 75,768     $ 106,208  
                     
    Denominator:                
    Basic weighted average shares outstanding     56,426       56,426  
    Effect of potentially dilutive share-based awards     1,010       1,010  
    Dilutive effect of 2025 Convertible Senior Notes     1,104       1,104  
    Dilutive effect of 2027 Convertible Senior Notes(1)     1,788       1,354  
    Dilutive effect of 2029 Convertible Senior Notes     1,268       1,268  
    Diluted weighted average shares outstanding     61,596       61,162  
                     
    Net income per common share:                
    Basic   $ 1.31     $ 1.85  
    Diluted   $ 1.23     $ 1.74  

    ____________________________
    (1) – The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

     
    Reconciliation of GAAP to Non-GAAP Financial Data (FY 2023)
    (in thousands)
    (unaudited)
                               
              Non-GAAP Adjustments        
              Share-based              
    For the year ended December 31, 2023     GAAP   Compensation   Amortization   Other   Non-GAAP  
    Net sales   $ 666,435                 $ 666,435  
    Gross profit     285,059     4,913         232       290,204  
    Gross margin     42.8   %               43.5 %
    Operating expenses     215,119     (23,645 )   (8,481 )   (2,363 )     180,630  
    Operating income     69,940     28,558     8,481     2,595   ^   109,574  
    Net income (loss)     (30,368 )   28,558     8,481     91,668   ^   98,339  

    ____________________________
    ^   – See table below for additional details.

     
    Other Non-GAAP Adjustments (FY 2023)
    (in thousands)
    (unaudited)
         
    For the year ended December 31, 2023    
    Acquisition related $ 1,056  
    Changes in contingent consideration   701  
    Transition expenses related to San Jose expansion project   838  
    Subtotal   2,595  
    Non-cash interest expense   1,118  
    Other (income) expense, net   97,091  
    Non-GAAP tax adjustment *   (9,136 )
    Total Other $ 91,668  

    ____________________________
    *   – The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

     
    Net Income per Common Share (FY 2023)
    (in thousands, except per share amounts)
    (unaudited)
                   
        Year ended December 31, 2023
        GAAP   Non-GAAP
    Numerator:              
    Net income (loss)   $ (30,368 )   $ 98,339  
    Interest expense associated with convertible notes           4,768  
    Net income (loss) available to common shareholders   $ (30,368 )   $ 103,107  
                   
    Denominator:              
    Basic weighted average shares outstanding     53,769       53,769  
    Effect of potentially dilutive share-based awards           850  
    Dilutive effect of 2023 Convertible Senior Notes           21  
    Dilutive effect of 2025 Convertible Senior Notes           2,786  
    Dilutive effect of 2027 Convertible Senior Notes(1)           3,417  
    Diluted weighted average shares outstanding     53,769       60,843  
                   
    Net income per common share:              
    Basic   $ (0.56 )   $ 1.83  
    Diluted   $ (0.56 )   $ 1.69  

    ____________________________
    (1) – The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

     
    Reconciliation of GAAP Net Income to Non-GAAP Operating Income (FY 2024 and 2023)
    (in thousands)
    (unaudited)
                 
        Year ended   Year ended
        December 31, 2024   December 31, 2023
    GAAP Net income (loss)   $ 73,714     $ (30,368 )
    Share-based compensation     35,879       28,558  
    Amortization     6,983       8,481  
    Asset impairment     28,131        
    Acquisition related           1,056  
    Changes in contingent consideration     (21,242 )     701  
    Transition expenses related to San Jose expansion project           838  
    Sales of productive assets     (2,033 )      
    Interest (income) expense, net     (1,853 )     1,187  
    Other     1,373       97,091  
    Income tax expense (benefit)     (4,880 )     2,030  
    Non-GAAP Operating income (loss)   $ 116,072     $ 109,574  
                     
     
    Reconciliation of GAAP to Non-GAAP Financial Data (Q1 2025)
    (in millions, except per share amounts)
    (unaudited)
                                                 
                        Non-GAAP Adjustments                
    Guidance for the three months ending                   Share-based                        
    March 31, 2025   GAAP   Compensation   Amortization   Other   Non-GAAP
    Net sales   $ 155       $ 175                 $ 155       $ 175  
    Gross profit     63         72     2               65         74  
    Gross margin     41 %       41 %                 42 %       42 %
    Operating expenses     56         58     (8 )   (1 )         47         49  
    Operating income     7         14     10     1           18         25  
    Net income   $ 7       $ 13     10     1     (2 )   $ 16       $ 22  
                                                 
    Income per diluted common share   $ 0.11       $ 0.22                 $ 0.26       $ 0.36  
                                                         
     
    Income per Diluted Common Share (Q1 2025)
    (in millions, except per share amounts)
    (unaudited)
                                             
    Guidance for the three months ending March 31, 2025   GAAP   Non-GAAP
    Numerator:                                        
    Net income available to common shareholders   $ 7       $ 13     $ 16       $ 22  
                                             
    Denominator:                                        
    Basic weighted average shares outstanding     58           58       58           58  
    Effect of potentially dilutive share-based awards     1           1       1           1  
    Dilutive effect of 2027 Convertible Senior Notes(1)               2       1           1  
    Diluted weighted average shares outstanding     59           61       60           60  
                                             
    Net income per common share:                                        
    Income per diluted common share   $ 0.11       $ 0.22     $ 0.26       $ 0.36  

    ____________________________
    (1)    – The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

     
    Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q1 2025)
    (in millions)
    (unaudited)
                         
    Guidance for the three months ending March 31, 2025                    
    GAAP Net income   $ 7       $ 13  
    Share-based compensation     10         10  
    Amortization     1         1  
    Income tax expense             1  
    Non-GAAP Operating income   $ 18       $ 25  

    Note: Amounts may not calculate precisely due to rounding.

    The MIL Network

  • MIL-OSI: Flywire to Announce Fourth Quarter and Full Year 2024 Results on February 25, 2025

    Source: GlobeNewswire (MIL-OSI)

    BOSTON, Feb. 12, 2025 (GLOBE NEWSWIRE) — Today, Flywire Corporation (Flywire) (Nasdaq: FLYW), a global payments enablement and software company, announced that its fourth quarter and full year 2024 financial results will be released after market close on Tuesday, February 25, 2025. Flywire will host a conference call to discuss its fourth quarter and full year 2024 financial results at 5:00pm ET the same day. Hosting the call will be Mike Massaro, CEO, Rob Orgel, President and COO, and Cosmin Pitigoi, CFO.

    The conference call will be webcast live from Flywire’s investor relations website at https://ir.flywire.com/. A replay will be available on the investor relations website following the call.

    About Flywire
    Flywire is a global payments enablement and software company. We combine our proprietary global payments network, next-gen payments platform and vertical-specific software to deliver the most important and complex payments for our clients and their customers.

    Flywire leverages its vertical-specific software and payments technology to deeply embed within the existing A/R workflows for its clients across the education, healthcare and travel vertical markets, as well as in key B2B industries. Flywire also integrates with leading ERP systems, such as NetSuite, so organizations can optimize the payment experience for their customers while eliminating operational challenges.

    Flywire supports more than 4,000 clients with diverse payment methods in more than 140 currencies across more than 240 countries and territories around the world. The company is headquartered in Boston, MA, USA with global offices. For more information, visit www.flywire.com. Follow Flywire on X , LinkedIn and Facebook.

    Contacts
    Investor Relations:
    Masha Kahn
    ir@Flywire.com 

    Media:
    Sarah King
    media@flywire.com

    The MIL Network

  • MIL-OSI: Rapid7 Announces Fourth Quarter and Full-Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    • Annualized recurring revenue (“ARR”) of $840 million, an increase of 4% year-over-year
    • Full-year revenue of $844 million, up 9% year-over-year; Product subscriptions revenue of $809 million, up 9% year-over-year
    • Full-year GAAP operating income of $35 million; Full-year non-GAAP operating income of $164 million
    • Full-year net cash provided by operating activities of $172 million; Free cash flow of $154 million

    BOSTON, Feb. 12, 2025 (GLOBE NEWSWIRE) — Rapid7, Inc. (Nasdaq: RPD), a leader in extended risk and threat detection, today announced its financial results for the fourth quarter and full-year 2024.

    “As we reflect on 2024, I’m proud of the progress we made to position Rapid7 for long-term growth and success. We achieved $840 million in ARR and delivered over $150 million in free cash flow, while advancing our strategic priorities to innovate, scale, and empower our customers to consolidate and secure their operations more effectively. Continued momentum in Managed Detection and Response and the launch of our Exposure Command platform have further strengthened our ability to deliver measurable value for customers,” said Corey Thomas, Chairman and CEO of Rapid7.

    “As we move through 2025, our focus remains on accelerating growth, deepening customer engagement, and driving innovation to solidify Rapid7 as the security operations platform of choice for organizations worldwide.”

    Fourth Quarter 2024 Financial Results and Other Metrics

      As of December 31,
        2024       2023     % Change
      (dollars in thousands)
    ARR $ 839,819     $ 805,670       4 %
    Number of customers   11,727       11,526       2 %
    ARR per customer $ 71.6     $ 69.9       2 %
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023     % Change     2024       2023     % Change
      (in thousands, except per share data)
    Product subscriptions revenue $ 206,328     $ 194,819       6 %   $ 808,906     $ 740,168       9 %
    Professional services revenue   9,933       10,449       (5 %)     35,101       37,539       (6 )%
    Total revenue $ 216,261     $ 205,268       5 %   $ 844,007     $ 777,707       9 %
                           
    North America revenue $ 163,014     $ 158,695       3 %   $ 643,405     $ 607,448       6 %
    Rest of world revenue   53,247       46,573       14 %     200,602       170,259       18 %
    Total revenue $ 216,261     $ 205,268       5 %   $ 844,007     $ 777,707       9 %
                           
    GAAP gross profit $ 150,369     $ 145,442         $ 592,972     $ 545,661      
    GAAP gross margin   70 %     71 %         70 %     70 %    
    Non-GAAP gross profit $ 157,902     $ 152,265         $ 622,343     $ 575,052      
    Non-GAAP gross margin   73 %     74 %         74 %     74 %    
                           
    GAAP income (loss) from operations $ 7,279     $ 10,000         $ 35,035     $ (84,288 )    
    GAAP operating margin   3 %     5 %         4 %     (11 )%    
    Non-GAAP income from operations $ 39,995     $ 41,498         $ 163,508     $ 102,221      
    Non-GAAP operating margin   18 %     20 %         19 %     13 %    
                           
    GAAP net income (loss) $ 2,172     $ 19,116         $ 25,526     $ (152,815 )    
    GAAP net income (loss) per share, basic $ 0.03       0.31         $ 0.41     $ (2.52 )    
    GAAP net income (loss) per share, diluted $ 0.03     $ 0.26         $ 0.40     $ (2.52 )    
    Non-GAAP net income $ 34,342     $ 51,691         $ 163,138     $ 107,232      
    Non-GAAP net income per share:                      
    Basic $ 0.54     $ 0.84         $ 2.61     $ 1.76      
    Diluted $ 0.48     $ 0.72         $ 2.28     $ 1.52      
                           
    Adjusted EBITDA $ 46,310     $ 47,819         $ 188,450     $ 126,661      
                           
    Net cash provided by operating activities $ 63,773     $ 63,466         $ 171,670     $ 104,278      
    Free cash flow $ 58,842     $ 60,254         $ 154,083     $ 84,034      
                                           

    For additional details on the reconciliation of non-GAAP measures and certain other business metrics to their nearest comparable GAAP measures, please refer to the accompanying financial data tables included in this press release. Certain prior periods reflect immaterial corrections. See Exhibit 1 for additional information.

    Recent Business Highlights

    • In November, Rapid7 won “Security Vendor of the Year” at the CRN Channel Awards 2024. The award is one of the oldest and most prestigious in the UK IT channel, and acknowledges Rapid7’s overall contribution to business development within the channel.
    • In November, Rapid7’s Managed Extended Detection & Response added coverage for Microsoft security telemetry, integrating organizations’ existing Microsoft telemetry into Rapid7’s Command Platform for broader, faster threat detection and remediation, without additional infrastructure or complex integration requirements.
    • In November, Rapid7 expanded Exposure Command to add support for Amazon Web Services (“AWS”) Resource Control Policies, providing additional visibility, insights, and best practices to guide customers in addressing complex enterprise Identity and Access Management challenges across the modern attack surface.
    • In December, Rapid7’s Managed Extended Detection & Response added coverage for AWS environments, bringing customers deeper cloud detection and response capabilities by combining cloud native telemetry, AWS security telemetry, and enhanced detections in the Rapid7 Command Platform.
    • In December, Rapid7 achieved the In Process Designation from the Federal Risk and Authorization Management Program (“FedRAMPⓇ”) for its InsightGovCloud Platform, indicating that Rapid7 is actively working towards authorization and highlighting Rapid7’s continued commitment to partnering with federal agencies to invest in security solutions that enable continuous threat exposure management and enhance the resilience of their organizations.
    • In January, Rapid7 earned the highest possible score on the Human Rights Campaign Foundation’s 2025 Corporate Equality Index, the nation’s foremost report for measuring corporate policies and practices related to LGBTQ+ workplace equality.

    First Quarter and Full-Year 2025 Guidance

    Rapid7 anticipates ARR, revenue, non-GAAP income from operations, non-GAAP net income per share and free cash flow to be in the following ranges:

      First Quarter 2025   Full-Year 2025
      (in millions, except per share data)
    ARR           $870   to   $890  
    Year-over-year growth           4%   to   6%  
    Revenue   $207   to   $209       $860   to   $870  
    Year-over-year growth   1%   to   2%       2%   to   3%  
    Non-GAAP income from operations   $23   to   $25       $125   to   $135  
    Non-GAAP net income per share   $0.33   to   $0.36       $1.72   to   $1.85  
    Weighted average shares outstanding   75.6               77.3          
    Free cash flow         Approximately $135 million
               

    The guidance provided above is forward-looking in nature. Actual results may differ materially. See the cautionary note regarding “Forward-Looking Statements” below. Guidance for the first quarter and full-year 2025 does not include any potential impact of foreign exchange gains or losses. The guidance provided above is based on a number of assumptions, estimates and expectations as of the date of this press release and, while presented with numerical specificity, this guidance is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Rapid7’s control and are based upon specific assumptions with respect to future business decisions or economic conditions, some of which may change. Rapid7 undertakes no obligation to update guidance after this date.

    Non-GAAP guidance excludes estimates for stock-based compensation expense, amortization of acquired intangible assets, amortization of debt issuance costs, and certain other items such as acquisition-related expenses, impairment of long-lived assets, restructuring expense, induced conversion expense, change in the fair value of derivative assets, litigation-related expenses and discrete tax items. Rapid7 has provided a reconciliation of each non-GAAP guidance measure to the most comparable GAAP measures in the financial statement tables included in this press release. The reconciliation does not reflect any items that are unknown at this time, including, but not limited to, non-ordinary course litigation-related expenses, which we are not able to predict without unreasonable effort due to their inherent uncertainty.

    Conference Call and Webcast Information

    Rapid7 will host a conference call today, February 12, 2025, to discuss its results at 4:30 p.m. Eastern Time. The call will be accessible by telephone at 888-330-2384 (domestic) or +1 240-789-2701 (international) with the event code 8484206. The call will also be available live via webcast on Rapid7’s website at https://investors.rapid7.com. A webcast replay of the conference call will be available at https://investors.rapid7.com.

    About Rapid7

    Rapid7 (Nasdaq: RPD) is on a mission to create a safer digital world by making cybersecurity simpler and more accessible. We empower security professionals to manage a modern attack surface through our best-in-class technology, leading-edge research, and broad, strategic expertise. Rapid7’s comprehensive security solutions help more than 11,000 global customers unite cloud risk management and threat detection to reduce attack surfaces and eliminate threats with speed and precision. For more information, visit our website, check out our blog, or follow us on LinkedIn or Twitter.

    Non-GAAP Financial Measures and Other Metrics

    To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we provide investors with certain non-GAAP financial measures and other metrics, which we believe are helpful to our investors. We use these non-GAAP financial measures and other metrics for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We also use certain non-GAAP financial measures as performance measures under our executive bonus plan. We believe that these non-GAAP financial measures and other metrics provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.

    While our non-GAAP financial measures are an important tool for financial and operational decision-making and for evaluating our own operating results over different periods of time, you should review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not rely on any single financial measure to evaluate our business.

    Non-GAAP Financial Measures

    We disclose the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP income from operations, non-GAAP net income, non-GAAP net income per share, adjusted EBITDA and free cash flow. We also disclose non-GAAP gross margin and non-GAAP operating margin derived from these financial measures.

    We define non-GAAP gross profit, non-GAAP income from operations, non-GAAP net income and non-GAAP net income per share as the respective GAAP balances excluding the effect of stock-based compensation expense, amortization of acquired intangible assets, amortization of debt issuance costs and certain other items such as acquisition-related expenses, impairment of long-lived assets, change in the fair value of derivative assets, restructuring expense, induced conversion expense and discrete tax items. Non-GAAP net income per basic and diluted share is calculated as non-GAAP net income divided by the weighted average shares used to compute net income per share, with the number of weighted average shares decreased, when applicable, to reflect the anti-dilutive impact of the capped call transactions entered into in connection with our convertible senior notes.

    We believe these non-GAAP financial measures are useful to investors in assessing our operating performance due to the following factors:

    Stock-based compensation expense. We exclude stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact our non-cash expense. We believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between our operating results from period to period.

    Amortization of acquired intangible assets. We believe that excluding the impact of amortization of acquired intangible assets allows for more meaningful comparisons between operating results from period to period as the intangible assets are valued at the time of acquisition and are amortized over several years after the acquisition.

    Amortization of debt issuance costs. The expense for the amortization of debt issuance costs related to our convertible senior notes and our former revolving credit facility is a non-cash item, and we believe the exclusion of this interest expense provides a more useful comparison of our operational performance in different periods.

    Induced conversion expense. In conjunction with the third quarter of 2023 partial repurchase of our 2.25% convertible senior notes due 2025, we incurred a non-cash induced conversion expense of $53.9 million. We exclude induced conversion expense because this amount is not indicative of the performance of or trends in our business, and neither is comparable to the prior period nor predictive of future results.

    Litigation-related expenses. We exclude non-ordinary course litigation expense because we do not consider legal costs and settlement fees incurred in litigation and litigation-related matters of non-ordinary course lawsuits and other disputes to be indicative of our core operating performance. We do not adjust for ordinary course legal expenses, including legal costs and settlement fees resulting from maintaining and enforcing our intellectual property portfolio and license agreements.

    Acquisition-related expenses. We exclude acquisition-related expenses, including accretion expense associated with contingent consideration, as costs that are unrelated to the current operations and are neither comparable to the prior period nor predictive of future results.

    Change in fair value of derivative assets. The expense for the change in fair value of derivative assets related to our capped calls settlement is a non-cash item and we believe the exclusion of this other income (expense) provides a more useful comparison of our operational performance in different periods.

    Impairment of long-lived assets. Impairment of long-lived assets consists of impairment charges allocated to the carrying amount of certain operating right-of-use assets and the associated leasehold improvements when the carrying amounts exceed their respective fair values and we believe the exclusion of the impairment charges provides a more useful comparison of our operational performance in different periods.

    Restructuring expense. We exclude non-ordinary course restructuring expenses related to our restructuring plan, that was completed during fiscal year 2024, because we do not believe these charges are indicative of our core operating performance and we believe the exclusion of the restructuring expenses provides a more useful comparison of our performance in different periods.

    Discrete tax items. We exclude certain discrete tax items such as income tax expenses or benefits that are not related to ongoing business operations in the current year and adjustments to uncertain tax position reserves as these charges are not indicative of our ongoing operating results, and they are not considered when we are forecasting our future results.

    Anti-dilutive impact of capped call transaction. Our capped call transactions are intended to offset potential dilution from the conversion features in our convertible senior notes. Although we cannot reflect the anti-dilutive impact of the capped call transactions under GAAP, we do reflect the anti-dilutive impact of the capped call transactions in non-GAAP net income (loss) per diluted share, when applicable, to provide investors with useful information in evaluating our financial performance on a per share basis.

    Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure that we define as net income (loss) before (1) interest income, (2) interest expense, (3) other (income) expense, net, (4) provision for (benefit from) income taxes, (5) depreciation expense, (6) amortization of intangible assets, (7) stock-based compensation expense, (8) acquisition-related expenses, (9) litigation-related expenses, (10) impairment of long-lived assets and (11) restructuring expense. We believe that the use of adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods.

    Free Cash Flow. Free cash flow is a non-GAAP measure that we define as cash provided by operating activities less purchases of property and equipment and capitalization of internal-use software costs. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after necessary capital expenditures.

    Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact upon our reported financial results. Further, stock-based compensation expense has been and will continue to be for the foreseeable future a significant recurring expense in our business and an important part of the compensation provided to our employees.

    Other Metrics

    ARR. ARR is defined as the annual value of all recurring revenue related to contracts in place at the end of the period. ARR should be viewed independently of revenue and deferred revenue as ARR is an operating metric and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates, and does not include revenue reported as professional services revenue in our consolidated statement of operations.

    Number of Customers. We define a customer as any entity that has an active Rapid7 recurring revenue contract as of the specified measurement date, excluding InsightOps and Logentries only customers with a contract value of less than $2,400 per year.

    ARR per Customer. We define ARR per customer as ARR divided by the number of customers at the end of the period.

    Cautionary Language Concerning Forward-Looking Statements

    This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, the statements regarding our financial guidance for the first quarter and full-year 2025, and the assumptions underlying such guidance. Our use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. The events described in our forward-looking statements are subject to a number of risks and uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Risks that could cause or contribute to such differences include, but are not limited to, growing macroeconomic uncertainty, unstable market and economic conditions, fluctuations in our quarterly results, our ability to successfully grow our sales of our cloud-based solutions, including through the shift to a consolidated platform sales approach, effectiveness of our restructuring plan that was completed during fiscal year 2024, failure to meet our publicly announced guidance or other expectations about our business, our ability to sustain our revenue growth rate, the ability of our products and professional services to correctly detect vulnerabilities, renewal of our customer’s subscriptions, competition in the markets in which we operate, market growth, our ability to innovate and manage our growth, our sales cycles, our ability to integrate acquired companies, exposure to greater than anticipated tax liabilities, and our ability to operate in compliance with applicable laws as well as other risks and uncertainties that could affect our business and results described in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024, particularly in the section entitled “Item 1.A Risk Factors,” and in the subsequent reports that we file with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

    Investor contact:

    Elizabeth Chwalk
    Senior Director, Investor Relations
    investors@rapid7.com
    (617) 865-4277

    Press contact:

    Alice Randall
    Director, Global Corporate Communications
    press@rapid7.com
    (214) 693-4727

    RAPID7, INC.
    Consolidated Balance Sheets (Unaudited)
    (in thousands)
     
      December 31, 2024   December 31, 2023
    Assets      
    Current assets:      
    Cash and cash equivalents $ 334,686     $ 213,629  
    Short-term investments   187,025       169,544  
    Accounts receivable, net   168,242       164,862  
    Deferred contract acquisition and fulfillment costs, current portion   52,134       45,008  
    Prepaid expenses and other current assets   44,024       41,407  
    Total current assets   786,111       634,450  
    Long-term investments   37,274       56,171  
    Property and equipment, net   32,245       39,642  
    Operating lease right-of-use assets   48,877       54,693  
    Deferred contract acquisition and fulfillment costs, non-current portion   73,672       76,601  
    Goodwill   575,268       536,351  
    Intangible assets, net   85,719       94,546  
    Other assets   12,868       12,894  
    Total assets $ 1,652,034     $ 1,505,348  
    Liabilities and Stockholders’ Equity (Deficit)      
    Current liabilities:      
    Accounts payable $ 18,908     $ 15,812  
    Accrued expenses and other current liabilities   88,802       85,025  
    Convertible senior notes, current portion, net   45,895        
    Operating lease liabilities, current portion   15,493       13,452  
    Deferred revenue, current portion   461,118       455,503  
    Total current liabilities   630,216       569,792  
    Convertible senior notes, non-current portion, net   888,356       929,996  
    Operating lease liabilities, non-current portion   68,430       81,130  
    Deferred revenue, non-current portion   27,078       32,577  
    Other long-term liabilities   20,243       10,032  
    Total liabilities   1,634,323       1,623,527  
    Stockholders’ equity (deficit):      
    Common stock $ 635     $ 617  
    Treasury stock   (4,765 )     (4,765 )
    Additional paid-in-capital   1,011,080       898,185  
    Accumulated other comprehensive (loss) income   (1,205 )     1,344  
    Accumulated deficit   (988,034 )     (1,013,560 )
    Total stockholders’ equity (deficit)   17,711       (118,179 )
    Total liabilities and stockholders’ equity (deficit) $ 1,652,034     $ 1,505,348  

    Note: Certain prior periods reflect immaterial corrections. See Exhibit 1 for additional information.

    RAPID7, INC.
    Consolidated Statements of Operations (Unaudited)
    (in thousands, except share and per share data)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Revenue:              
    Product subscriptions $ 206,328     $ 194,819     $ 808,906     $ 740,168  
    Professional services   9,933       10,449       35,101       37,539  
    Total revenue   216,261       205,268       844,007       777,707  
    Cost of revenue:              
    Product subscriptions   58,932       52,369       225,547       203,140  
    Professional services   6,960       7,457       25,488       28,906  
    Total cost of revenue   65,892       59,826       251,035       232,046  
    Total gross profit   150,369       145,442       592,972       545,661  
    Operating expenses:              
    Research and development   46,334       40,031       173,126       177,937  
    Sales and marketing   72,767       73,557       298,809       313,661  
    General and administrative   23,989       19,623       86,002       85,340  
    Impairment of long-lived assets                     30,784  
    Restructuring         2,231             22,227  
    Total operating expenses   143,090       135,442       557,937       629,949  
    Income (loss) from operations   7,279       10,000       35,035       (84,288 )
    Other income (expense), net:              
    Interest income   5,551       4,177       21,063       10,177  
    Interest expense   (2,783 )     (2,695 )     (10,963 )     (64,700 )
    Other (expense) income, net   (4,361 )     3,571       (3,680 )     (14,522 )
    Income (loss) before income taxes   5,686       15,053       41,455       (153,333 )
    Provision for (benefit from) income taxes   3,514       (4,063 )     15,929       (518 )
    Net income (loss) $ 2,172     $ 19,116     $ 25,526     $ (152,815 )
    Net income (loss) per share, basic $ 0.03     $ 0.31     $ 0.41     $ (2.52 )
    Net income (loss) per share, diluted (1) $ 0.03     $ 0.26     $ 0.40     $ (2.52 )
    Weighted-average common shares outstanding, basic   63,339,306       61,497,797       62,607,583       60,756,087  
    Weighted-average common shares outstanding, diluted   63,901,277       73,728,912       63,183,651       60,756,087  
     
    (1) We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive. On an if-converted basis, for the three months ended December 31, 2024 and the years ended December 31, 2024 and 2023, the 2025, 2027 and 2029 Notes were anti-dilutive. On an if-converted basis, for the three months ended December 31, 2023, the 2027 and 2029 Notes were dilutive and the 2025 Note was anti-dilutive.

    Note: Certain prior periods reflect immaterial corrections. See Exhibit 1 for additional information.

    RAPID7, INC.
    Consolidated Statements of Cash Flows (Unaudited)
    (in thousands)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Cash flows from operating activities:              
    Net income (loss) $ 2,172     $ 19,116     $ 25,526     $ (152,815 )
    Adjustments to reconcile net income (loss) to cash provided by operating activities:              
    Depreciation and amortization   11,436       11,411       44,893       45,939  
    Amortization of debt issuance costs   1,122       1,077       4,447       4,138  
    Stock-based compensation expense   27,412       24,177       107,961       111,636  
    Deferred income taxes   (1,049 )     (5,624 )     791       (5,624 )
    Impairment of long-lived assets                     30,784  
    Change in fair value of derivative assets                     15,511  
    Induced conversion expense                     53,889  
    Other   3,031       (5,157 )     (1,503 )     469  
    Change in operating assets and liabilities:              
    Accounts receivable   (27,912 )     (26,449 )     (5,480 )     (14,021 )
    Deferred contract acquisition and fulfillment costs   (3,703 )     (9,046 )     (4,196 )     (18,534 )
    Prepaid expenses and other assets   (3,257 )     (9,558 )     2,805       (4,125 )
    Accounts payable   13,227       6,704       2,777       5,449  
    Accrued expenses   7,584       20,390       (9,829 )     2,422  
    Deferred revenue   36,317       36,839       (795 )     30,472  
    Other liabilities   (2,607 )     (414 )     4,273       (1,312 )
    Net cash provided by operating activities   63,773       63,466       171,670       104,278  
    Cash flows from investing activities:              
    Business acquisition, net of cash acquired   (103 )           (37,301 )     (34,841 )
    Purchases of property and equipment   (1,183 )     (367 )     (3,425 )     (4,366 )
    Capitalization of internal-use software costs   (3,748 )     (2,845 )     (14,162 )     (15,878 )
    Purchases of investments         (82,816 )     (242,494 )     (276,829 )
    Sales/maturities of investments   58,000       49,750       250,500       150,450  
    Other investments         2,710       360       2,710  
    Net cash provided by (used in) investing activities   52,966       (33,568 )     (46,522 )     (178,754 )
    Cash flows from financing activities:              
    Proceeds from issuance of convertible senior notes, net of issuance costs paid of $7,909         (709 )           292,091  
    Purchase of capped calls related to convertible senior notes                     (36,570 )
    Payments for repurchase of convertible senior notes                     (199,998 )
    Payments related to business acquisitions   (500 )           (500 )     (2,250 )
    Proceeds from capped call settlement                     17,518  
    Taxes paid related to net share settlement of equity awards   (847 )     (1,558 )     (4,730 )     (5,570 )
    Proceeds from employee stock purchase plan               9,246       11,323  
    Proceeds from stock option exercises   130       69       1,566       3,053  
    Net cash (used in) provided by financing activities   (1,217 )     (2,198 )     5,582       79,597  
    Effects of exchange rates on cash, cash equivalents and restricted cash   (3,529 )     3,212       (2,756 )     1,202  
    Net increase in cash, cash equivalents and restricted cash   111,993       30,912       127,974       6,323  
    Cash, cash equivalents and restricted cash, beginning of period   230,108       183,215       214,127       207,804  
    Cash, cash equivalents and restricted cash, end of period $ 342,101     $ 214,127     $ 342,101     $ 214,127  
    Supplemental cash flow information:              
    Cash paid for interest on convertible senior notes   518       518       6,358       4,605  
    Cash paid for income taxes, net of refunds   1,876       459       8,949       1,624  
    Reconciliation of cash, cash equivalents and restricted cash:              
    Cash and cash equivalents   334,686       213,629       334,686       213,629  
    Restricted cash included in prepaid expenses and other current assets and other assets   7,415       498       7,415       498  
    Total cash, cash equivalents and restricted cash $ 342,101     $ 214,127     $ 342,101     $ 214,127  

    Note: Certain prior periods reflect immaterial corrections. See Exhibit 1 for additional information.

    RAPID7, INC.
    GAAP to Non-GAAP Reconciliation (Unaudited)
    (in thousands, except share and per share data)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    GAAP gross profit $ 150,369     $ 145,442     $ 592,972     $ 545,661  
    Add: Stock-based compensation expense1   3,109       2,430       12,208       11,005  
    Add: Amortization of acquired intangible assets2   4,424       4,393       17,163       18,386  
    Non-GAAP gross profit $ 157,902     $ 152,265     $ 622,343     $ 575,052  
    Non-GAAP gross margin   73.0 %     74.2 %     73.7 %     73.9 %
                   
    GAAP gross profit – Product subscriptions $ 147,396     $ 142,450     $ 583,359     $ 537,028  
    Add: Stock-based compensation expense   2,576       1,932       10,376       8,439  
    Add: Amortization of acquired intangible assets   4,424       4,393       17,163       18,386  
    Non-GAAP gross profit – Product subscriptions $ 154,396     $ 148,775     $ 610,898     $ 563,853  
    Non-GAAP gross margin – Product subscriptions   74.8 %     76.4 %     75.5 %     76.2 %
                   
    GAAP gross profit – Professional services $ 2,973     $ 2,992     $ 9,613     $ 8,633  
    Add: Stock-based compensation expense   533       498       1,832       2,566  
    Non-GAAP gross profit – Professional services $ 3,506     $ 3,490     $ 11,445     $ 11,199  
    Non-GAAP gross margin – Professional services   35.3 %     33.4 %     32.6 %     29.8 %
                   
    GAAP income (loss) from operations $ 7,279     $ 10,000     $ 35,035     $ (84,288 )
    Add: Stock-based compensation expense1   27,412       24,177       107,961       111,636  
    Add: Amortization of acquired intangible assets2   5,121       5,090       19,951       21,499  
    Add: Acquisition-related expenses3   183             751       363  
    Add: Impairment of long-lived assets                     30,784  
    Add: Restructuring expense         2,231       (190 )     22,227  
    Non-GAAP income from operations $ 39,995     $ 41,498     $ 163,508     $ 102,221  
                   
    GAAP net income (loss) $ 2,172     $ 19,116     $ 25,526     $ (152,815 )
    Add: Stock-based compensation expense1   27,412       24,177       107,961       111,636  
    Add: Amortization of acquired intangible assets2   5,121       5,090       19,951       21,499  
    Add: Amortization of debt issuance costs   1,122       1,077       4,447       4,138  
    Add: Acquisition-related expenses3   183             751       363  
    Add: Impairment of long-lived assets                     30,784  
    Add: Change in fair value of derivative assets                     15,511  
    Add: Restructuring expense4         2,231       (190 )     22,227  
    Add: Induced conversion expense                     53,889  
    Add: Discrete tax items5   (1,668 )           4,692        
    Non-GAAP net income $ 34,342     $ 51,691     $ 163,138     $ 107,232  
    Add: Interest expense of convertible senior notes6   1,571       1,571       6,285       2,667  
    Numerator for non-GAAP earnings per share, diluted calculation $ 35,913     $ 53,262     $ 169,423     $ 109,899  
                   
    Weighted average shares used in GAAP earnings per share calculation, basic   63,339,306       61,497,797       62,607,583       60,756,087  
    Dilutive effect of convertible senior notes6   11,183,611       11,183,611       11,183,611       10,429,891  
                   
    Dilutive effect of employee equity incentive plans7   561,971       1,047,504       576,068       916,134  
    Weighted average shares used in non-GAAP earnings per share calculation, diluted   75,084,888       73,728,912       74,367,262       72,102,112  
                   
    Non-GAAP net income per share:              
    Basic $ 0.54     $ 0.84     $ 2.61     $ 1.76  
    Diluted $ 0.48     $ 0.72     $ 2.28     $ 1.52  
                   
    Includes stock-based compensation expense as follows:              
    Cost of revenue $ 3,109     $ 2,430     $ 12,208     $ 11,005  
    Research and development   10,703       7,749       37,566       39,183  
    Sales and marketing   6,615       6,482       28,718       30,350  
    General and administrative   6,985       7,516       29,469       31,098  
                   
    Includes amortization of acquired intangible assets as follows:              
    Cost of revenue $ 4,424     $ 4,393     $ 17,163     $ 18,386  
    Sales and marketing   652       652       2,608       2,608  
    General and administrative   45       45       180       505  
                   
    Includes acquisition-related expenses as follows:              
    General and administrative $ 183     $     $ 751     $ 363  
                   
    For the year ended December 31, 2024, restructuring expense was included within general and administrative expense in our consolidated statements of operations.
                   
    Includes discrete tax items as follows:
    Provision for income taxes $ (1,668 )   $     $ 4,692     $  
                   
    We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive. Adjustments for interest expense, if applicable, on our convertible senior notes for purposes of calculating non-GAAP earnings per share are done gross of any tax impact. On an if-converted basis, for the three months ended December 31, 2024 and 2023, the 2025, 2027 and 2029 Notes were dilutive. On an if-converted basis, for the year ended December 31, 2024, the 2025, 2027 and 2029 Notes were dilutive. For the year ended December 31, 2023, the 2027 and 2029 Notes were dilutive and the 2025 Notes were anti-dilutive.
                   
    We use the treasury method to compute the dilutive effect of employee equity incentive plan awards.
                   

    Note: Certain prior periods reflect immaterial corrections. See Exhibit 1 for additional information.

    RAPID7, INC.
    Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited)
    (in thousands)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    GAAP net income (loss) $ 2,172     $ 19,116     $ 25,526     $ (152,815 )
    Interest income   (5,551 )     (4,177 )     (21,063 )     (10,177 )
    Interest expense   2,783       2,695       10,963       64,700  
    Other (income) expense, net   4,361       (3,571 )     3,680       14,522  
    Provision for (benefit from) income taxes   3,514       (4,063 )     15,929       (518 )
    Depreciation expense   2,658       3,118       11,059       14,047  
    Amortization of intangible assets   8,778       8,293       33,834       31,892  
    Stock-based compensation expense   27,412       24,177       107,961       111,636  
    Acquisition-related expenses   183             751       363  
    Impairment of long-lived assets                     30,784  
    Restructuring expense         2,231       (190 )     22,227  
    Adjusted EBITDA $ 46,310     $ 47,819     $ 188,450     $ 126,661  

    Note: Certain prior period reflect immaterial corrections. See Exhibit 1 for additional information.

    RAPID7, INC.
    Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (Unaudited)
    (in thousands)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Net cash provided by operating activities $ 63,773     $ 63,466     $ 171,670     $ 104,278  
    Less: Purchases of property and equipment   (1,183 )     (367 )     (3,425 )     (4,366 )
    Less: Capitalized internal-use software costs   (3,748 )     (2,845 )     (14,162 )     (15,878 )
    Free cash flow $ 58,842     $ 60,254     $ 154,083     $ 84,034  
    First Quarter and Full-Year 2025 Guidance
    GAAP to Non-GAAP Reconciliation
    (in millions, except per share data)
     
      First Quarter 2025   Full-Year 2025
    Reconciliation of GAAP income from operations to non-GAAP income from operations:              
    Anticipated GAAP loss from operations $ (10 ) to $ (8 )   $ (13 ) to $ (3 )
    Add: Anticipated stock-based compensation expense   28   to   28       118   to   118  
    Add: Anticipated amortization of acquired intangible assets   5   to   5       20   to   20  
    Anticipated non-GAAP income from operations $ 23   to $ 25     $ 125   to $ 135  
                   
    Reconciliation of GAAP net income to non-GAAP net income:              
    Anticipated GAAP net loss $ (11 ) to $ (9 )   $ (15 ) to $ (5 )
    Add: Anticipated stock-based compensation expense   28   to   28       118   to   118  
    Add: Anticipated amortization of acquired intangible assets   5   to   5       20   to   20  
    Add: Anticipated amortization of debt issuance costs   1   to   1       4   to   4  
    Anticipated non-GAAP net income $ 23   to $ 25     $ 127   to $ 137  
    Add: Anticipated interest expense on convertible senior notes   2   to   2       6   to   6  
    Numerator for non-GAAP earnings per share calculation $ 25   to $ 27     $ 133   to $ 143  
                   
    Anticipated GAAP net loss per share, diluted $ (0.15 )   $ (0.12 )   $ (0.19 )   $ (0.06 )
    Anticipated non-GAAP net income per share, diluted $ 0.33     $ 0.36     $ 1.72     $ 1.85  
                   
    Weighted average shares used in earnings per share calculation, diluted   75.6       77.3  
                   

    The reconciliation does not reflect any items that are unknown at this time, including, but not limited to, non-ordinary course litigation-related expenses, which we are not able to predict without unreasonable effort due to their inherent uncertainty. As a result, the estimates shown for Anticipated GAAP loss from operations, Anticipated GAAP net loss and Anticipated GAAP net loss per share are expected to change.

      Full-Year 2025
    Reconciliation of net cash provided by operating activities to free cash flow:  
    Anticipated net cash provided by operating activities $ 153  
    Less: Anticipated purchases of property and equipment   (3 )
    Less: Anticipated capitalized internal-use software costs   (15 )
    Anticipated free cash flow $ 135  

    Exhibit 1 – Immaterial Correction of an Error

    During the fourth quarter of 2024, we identified an immaterial error related to stock-based compensation expense associated with certain restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted during fiscal years 2023 and 2024 that resulted in an understatement of stock-based compensation expense in fiscal year 2023 and the year-to-date period ended September 30, 2024. We have concluded that our previously issued financial statements were not materially misstated as a result of this error and have corrected the error in these prior periods. The correction of this error resulted in (i) an increase in additional paid-in capital and a corresponding increase to accumulated deficit as of December 31, 2023 of approximately $3.6 million and (ii) an increase in additional paid-in capital and a corresponding increase to accumulated deficit as of September 30, 2024 of approximately $7.2 million. There was no change to net cash provided by operating activities, net cash used in investing activities and net cash provided by financing activities in our consolidated statements of cash flows for the year ended December 31, 2023 and the year-to-date period ended September 30, 2024. Additionally, there was no change to our ARR, revenue, non-GAAP net income (loss) from operations, non-GAAP net income (loss) or free cash flow.

    The following table sets forth the effect of the immaterial error correction to certain line items of our consolidated statements of operations for (i) the three months ended December 31, 2023, (ii) the fiscal year ended December 31, 2023, and (iii) the three months ended March 31, 2024, June 30, 2024 and September 30, 2024, respectively:

      Three Months Ended   Year Ended   Three Months Ended
      December 31, 2023   March 31, 2024   June 30, 2024   September 30, 2024
      Adjustment   Adjustment   Adjustment   Adjustment   Adjustment
      (in thousands, except for per share amounts)
    Consolidated Statement of Operations:                  
    Cost of revenue – product subscriptions $ 62     $ 236     $ 79     $ 125     $ 121  
    Cost of revenue – professional services $ 16     $ 69     $ 12     $ 19     $ 19  
    Research and development expense $ 302     $ 1,161     $ 378     $ 392     $ 411  
    Sales and marketing expense $ 243     $ 1,025     $ 290     $ 331     $ 300  
    General and administrative expense $ 309     $ 1,064     $ 93     $ 790     $ 293  
    Net income (loss) $ (932 )   $ (3,555 )   $ (852 )   $ (1,657 )   $ (1,144 )
    Net income (loss) per share, basic $ (0.02 )   $ (0.06 )   $ (0.02 )   $ (0.03 )   $ (0.02 )
    Net income (loss) per share, diluted $ (0.01 )   $ (0.06 )   $ (0.01 )   $ (0.02 )   $ (0.01 )

    The MIL Network

  • MIL-OSI: ARKO to Report Fourth Quarter and Full Year 2024 Financial Results on February 26, 2025

    Source: GlobeNewswire (MIL-OSI)

    RICHMOND, Va., Feb. 12, 2025 (GLOBE NEWSWIRE) — ARKO Corp. (Nasdaq: ARKO) (the “Company”) a Fortune 500 company and one of the largest convenience store operators in the United States, today announced that the Company will host a conference call on Wednesday, February 26, 2025 at 5:00 p.m. Eastern time to discuss its financial results for the fourth quarter and full year ended December 31, 2024.

    ARKO Corp.’s management team will host the conference call, followed by a question-and-answer period. The Company will provide its financial results in a press release prior to the call.

    Date: Wednesday, February 26, 2025
    Time: 5:00 p.m. Eastern time
    Toll-free dial-in number: (877) 605-1792
    International dial-in number: (201) 689-8728
    Webcast: ARKO’s Q4 and Full Year 2024 Earnings Call

    A telephonic replay will be available approximately three hours after the call concludes through Friday, March 28, 2025.

    Toll-free replay number: (877) 660-6853
    International replay number: (201) 612-7415
    Replay ID: 13751014

    A link to the live webcast and replay will also be available at https://www.arkocorp.com/news-events/ir-calendar. We encourage all participants to register at least 15 minutes prior to the 5:00 p.m. ET start time. If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

    About ARKO Corp.

    ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, our highly recognizable family of community brands offers delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands. Our high value fas REWARDS® loyalty program offers exclusive savings on merchandise and gas. We operate in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers; wholesale, which supplies fuel to independent dealers and consignment agents; fleet fueling, which includes the operation of proprietary and third-party cardlock locations and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites; and GPM Petroleum, which sells and supplies fuel to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites. To learn more about GPM stores, visit: www.gpminvestments.com. To learn more about ARKO, visit: www.arkocorp.com.

    Company Contact
    Jordan Mann
    ARKO Corp.
    investors@gpminvestments.com

    Investor Contact
    Sean Mansouri, CFA
    Elevate IR
    (720) 330-2829
    ARKO@elevate-ir.com

    The MIL Network

  • MIL-OSI: Arbor Realty Trust Schedules Fourth Quarter 2024 Earnings Conference Call

    Source: GlobeNewswire (MIL-OSI)

    UNIONDALE, N.Y., Feb. 12, 2025 (GLOBE NEWSWIRE) — Arbor Realty Trust, Inc. (NYSE: ABR), today announced that it is scheduled to release fourth quarter 2024 financial results before the market opens on Friday, February 21, 2025. The Company will host a conference call to review the results at 10:00 a.m. Eastern Time on February 21, 2025.

    A live webcast and replay of the conference call will be available at www.arbor.com in the investor relations section of the Company’s website. Those without web access should access the call telephonically at least ten minutes prior to the conference call. The dial-in numbers are (800) 579-2543 for domestic callers and (785) 424-1789 for international callers. Please use participant passcode ABRQ424 when prompted by the operator.

    A telephonic replay of the call will be available until February 28, 2025. The replay dial-in numbers are (800) 839-0866 for domestic callers and (402) 220-0662 for international callers.

    About Arbor Realty Trust, Inc.

    Arbor Realty Trust, Inc. (NYSE: ABR) is a nationwide real estate investment trust and direct lender, providing loan origination and servicing for multifamily, single-family rental (SFR) portfolios, and other diverse commercial real estate assets. Headquartered in New York, Arbor manages a multibillion-dollar servicing portfolio, specializing in government-sponsored enterprise products. Arbor is a leading Fannie Mae DUS® lender, Freddie Mac Optigo® Seller/Servicer, and an approved FHA Multifamily Accelerated Processing (MAP) lender. Arbor’s product platform also includes bridge, CMBS, mezzanine, and preferred equity loans. Rated by Standard and Poor’s and Fitch Ratings, Arbor is committed to building on its reputation for service, quality, and customized solutions with an unparalleled dedication to providing our clients excellence over the entire life of a loan.

    Contact:
    Arbor Realty Trust, Inc.
    Investor Relations
    516-506-4200
    InvestorRelations@arbor.com

    The MIL Network

  • MIL-OSI New Zealand: Speech to New Zealand Economics Forum

    Source: New Zealand Government

    Tēna koutou katoa. Greetings everyone.
    Thank you Matt for the introduction and can I acknowledge the presence of former Australian Prime Minister Scott Morrison. It’s a pleasure to have you back in the country.
    It’s also a pleasure to be here to speak at this event for the third year in a row. 
    The world is changing. Fast. Orthodoxies are being challenged. De-globalisation, tariffs, counter tariffs, artificial intelligence, conflict, cynicism about national institutions, extreme climatic events, increasing competition for food, energy, minerals and other resources.  
    Leaders around the world are being compelled to act more boldly than they have for several decades.
    Where once countries could take for granted their position in the world, it is now unquestionable that we need to place ourselves in the driver’s seat for our national interests.
    These issues are not just the concern of diplomats, leaders and elites.  
    People the world over are increasingly feeling the effects of declining living standards, soaring prices, unaffordable housing and incomes that are not  keeping up. 
    Is it any wonder that there is a growing sense that the benefits of progress are not being evenly shared or that citizens are questioning the institutions and conventions they were raised to rely on?  
    It’s hard not to look back on the past few decades and see complacency. 
    Where once there was an assumption about the inevitability of economic growth – a given to be traded off against a host of other values – that stance now seems blissfully naïve.  
    From the United Kingdom, to the European Union, to China, to the United States, there is a growing realisation that growth must be fought for and that, even once achieved, can easily slide away.
    We in New Zealand are not immune to these trends. In fact, we are at a moment of inflection.  
    After three years of struggle, many Kiwis feel poorer, less financially secure and less hopeful about their futures. The cost of living is a daily concern.
    New Zealanders have been through the wringer. Where once there was triumphalism about our response to, and recovery, from the COVID-19 pandemic, there is now a realisation that we are still paying the economic price for the disruption it wreaked.  
    The aftershocks of extended lock-downs included a generational spike in inflation and the cost of living, extraordinary interest rate hikes, ongoing disruption to migration flows, massive increases in Government debt and a structural deficit in the government books.  
    These blows landed on an economy that had being showing cracks for decades. 
    New Zealand already faced longstanding issues of low productivity growth, low capital intensity in our firms, low levels of competition in many sectors, challenges in attracting and retaining skills and talent, low uptake of innovation, declining housing affordability and a growing tail of New Zealanders leaving school without basic skills. Today, as Kiwis suffer the real-life effects of economic problems, it’s become even more urgent that we address these complex challenges. 
    For the economists in this room these observations about our economic problems can be understood as data points.
    For many Kiwis, it is more personal, more visceral and far harder to stomach. The cost of living is too high and they need to see a path out.
    Despite falling inflation and interest rates and rising business and consumer confidence, many New Zealanders tell me they still can’t get on top of their bills – even though they’re working harder than ever, that they are worried about whether they’ve saved enough for their retirement, and are concerned about their kids’ prospects should they stay in New Zealand.
    My message to those New Zealanders is this: it’s tough right now, but our country has far better years ahead of it.  
    It’s easy to lose sight of the reasons to be optimistic, but let’s be confident about how great New Zealand’s potential is.
    In a world facing multiple challenges, we have some extraordinary advantages. We’re a safe, secure country with established trading relationships and a reputation as a good place to do business. We are blessed with abundant natural resources – everything from ocean to freshwater, fertile land to minerals and temperate weather. 
    In a world worried about food security, we have the world’s best farmers, feeding more than 40 million people with levels of efficiency and sustainability that are the envy of the world. We have a long history of stable democracy, strong institutions and rule of law. We’ve produced world-leading scientific breakthroughs from splitting the atom to the Hamilton Jet Boat. Our entrepreneurs and innovators have converted their ideas into world-beating successes – from  Oscar-winning digital effects to rockets in space.
    New Zealand has what it takes to succeed, but for too long we’ve put up stop signs and road cones when we should have been putting our pedal to the metal. 
    Our Government’s mission is to make the most of New Zealand’s potential so we can grow the economy and ease the cost of living for New Zealanders. 
    Our plan is simple: remove the barriers that have held back growth and create the conditions that will allow businesses to create better paying jobs, more financial security for our families, and more income to pay for world-class education and health services.
    Today I am releasing a document that shows how our Government is putting that plan into action. “Going for Growth” is a snapshot of the Government’s activity in five key areas, all designed to ease the cost of living and grow our economy.
    The document identifies more than 80 separate initiatives that have been completed or are underway.  Don’t worry, I’m not about to list them all. 
    But I do encourage you to give it a read.  Going for Growth will be updated on a regular basis and we are actively seeking your feedback on its content and any actions you think should be added or prioritized. 
    The document focusses on five areas which are essential to improving the performance of the New Zealand economy.

    Developing talent by lifting education and skills:  Too many of our kids have been leaving school without the basics they need to succeed in an increasingly demanding world. This is a moral failure.  It’s also a fiscal and economic timebomb. Our Government is improving our education system to deliver a better deal for Kiwi kids.
    Competitive business settings: Excessive and badly-designed regulations have slowed New Zealand down, added costs and prevented too many good ideas from become reality. Several of our major sectors lack competition and consumers are paying the price. Our Government is removing red tape, reducing compliance costs and promoting competition to deliver a better deal for Kiwi consumers.
    Promoting global trade and investment: New Zealand is a small country, geographically distant from many of the world’s large economies. We need to keep pursuing trade relationships and international connections not only to get good prices for our exports, but also to keep up with emerging technologies and to access the world’s talent and capital. Our Government is growing our trade relationships and rolling out the welcome mat for international investment so we can deliver better paying jobs for Kiwis.
    Innovation, technology and science:  New Zealand’s science system is not geared up for the future economy. Our businesses have often been slow to invest in the technology needed to make them more productive. We’re modernizing our science and innovation system so we can deliver a better deal for Kiwi businesses who want to use science and tech to grow.
    Infrastructure for growth:  New Zealand’s Resource Management system has been weaponised against development, adding cost, slowing things down and stopping too many projects. Despite abundant land, housing remains unaffordable for too many. Major infrastructure projects are too slow, too expensive and too few. Our Government is removing roadblocks to delivery of housing and infrastructure and fast-tracking major developments so we can deliver better living standards for New Zealanders.

    Some of you will be familiar with the work we already have underway in each of these areas. Today I want to share some thoughts about a few areas where I think more reform is needed.
    Number One. Driving greater competition in sectors that are vital to our national interests, including banking, grocery and electricity.  
    The economic impetus for this is clear. Strong competition protects consumer interests, it puts downward pressure on costs, it incentivises innovation and investment, it supports efficient allocation of resources and it drives productivity.
    When I look around the business landscape today I see too many sectors where market power has been entrenched to the detriment of everyday people.
    New Zealand has seen significant mergers and consolidation across major industries. Big fish have been swallowing the little fish and regulatory barriers have stopped new fish from entering the pond. 
    While many super-sized businesses have flourished, in too many cases the Kiwis they sell to have experienced higher prices, fewer choices and a worse deal all round.
    In my view, law-makers and regulators have been far too complacent about diminishing levels of competition in vital areas. Large-scale mergers have been repeatedly allowed in major industries, with so-called efficiency prioritised over the interests of consumers.
    Well-intended regulations have become a moat, stopping challengers from disrupting the status quo. 
    The result?  A raw deal for Kiwi consumers. 
    The dominance of big fish has also made it difficult for many small businesses to grow into larger businesses. 
    We see it in the banking industry which the Commerce Commission has described as a highly profitable, two-tier oligopoly. The Government is taking action to address this.
    And we see it in the supermarket sector in which three large entities, two of whom don’t compete in the same island, effectively control 82 per cent of the market. 
    The result, as the Commerce Commission reported in 2022, is that competition between grocery retailers is muted, profits are high, product ranges are limited and shoppers pay higher prices than people in many other countries. 
    In this environment it is almost impossible for a new entrant to establish a foothold in the New Zealand market.
    Even if they are able to battle their way through the thicket of resource management and overseas investment regulation, they are confronted in many cases by an absence of suitable land for new supermarket developments. It has been land-banked by the established players.
    Some of our best food producers also tell me they are struggling because of the duopolistic practices of the major players. 
    If Kiwi food producers can’t afford to keep their products on New Zealand supermarket shelves, how are they ever going to grow to the point where they can export overseas?
    The supermarket lobby will find 1000 different ways to say this is not the case, but it is. 
    The OECD has this to say about the New Zealand supermarket sector:
    “Two major players dominate the market through their portfolio of different brands.  As a result, they can extract higher prices from consumers (oligopoly power) but also exert ‘oligopsony power’ on their suppliers, passing on costs and uncertainty to them, with the threat of removing products from shelves if suppliers disagree”
    Studies have shown that New Zealand supermarkets were the most expensive for kitchen staples compared with the UK, Ireland and Australia.
    If you doubt the findings of the OECD, research papers, or the Commerce Commission, just ask the everyday Mums and Dads at the checkout:
    Kiwi shoppers feel ripped-off.  
    I think of PK, the Kiwi man who went viral on Tik Tok, sharing how he cried when he discovered how much cheaper the food was when he moved to Australia. I think of the parents in the supermarket aisle, putting back the chocolate biscuits as the weekly shop blows their budget – again.  And I think of all those people who endure gut-wrenching anxiety as they watch their items being scanned and the numbers tallying up on the till.
    The weekly supermarket shop makes up a significant proportion of most people’s weekly budget and contributes massively to their cost of living.
    They deserve to know they are getting a fair deal.
    Right now, I don’t think they are.  I’m ready to pull out all the stops to get them a fairer deal.
    The supermarkets will fight back I’m sure. It’s a fight worth having.
    So what can the Government do?
    Let me reassure you, we are not going to open our own grocery chain. There will be no KiwiShop. 
    Instead I’d like to see another competitor enter the supermarket scene to  disrupt the major players, drive down prices and increase options for Kiwi shoppers.
    Over the past 12 months, international supermarket chains and local investors have expressed interest in entering the New Zealand grocery market. 
    I want to help them succeed.
    We owe it to Kiwi shoppers to help remove the barriers that could get in the way of a new entrant.
    That could include removing unnecessary regulatory hurdles in the Overseas Investment Act, Resource Management Act and the entire regulatory maze; helping them to access suitable land and properties for development; helping them to attract capital; cracking down on predatory pricing and ensuring they have fair access to products. 
    If a new grocery chain opened up here it would deliver massive gains for Kiwi shoppers.  So I’m up for actions needed to help make it happen.
    At the same time, the Government must continue our efforts to hold the existing supermarket chains accountable to their customers and suppliers. 
    That means enhancing consumer protections and correcting power imbalances between suppliers and supermarkets. It means strengthening the Grocery Supply Code, enforcing action against non-compliance and illegal conduct, introducing a Wholesale Code to enhance access for smaller retailers, introducing disclosure standards for consumer complaints and responding to further recommendations the Commerce Commission makes.
    Commerce Minister Andrew Bayly has already been pushing hard in this space. This year we’re dialling up the pressure.
    The major supermarket chains should listen up: our Government is on the side of Kiwi shoppers and we will act to defend their interests.
    Number two:  The Government’s approach to procurement.
    The Government is a huge player in the New Zealand economy. Every year it procures billions of dollars worth of goods and services.
    Those doing the procuring understandably play close attention to prices.  That is as it should be. We want value for money. 
    But getting value is not just about cost. Getting value is also about assessing the contribution particular contracts can make to New Zealand as a whole.
    The Government wants the Government agencies doing the procuring to assess the value as well as the cost of contracts. 
    Small and medium-sized businesses say that too often they can’t effectively bid for Government contracts because of the complexity of official procurement processes. 
    I am reviewing the Government procurement rules that cause this and will soon be recommending changes to Cabinet. I want to ensure value to New Zealand is properly considered when government agencies are picking suppliers, ensuring a more level playing field, improving the ability of smaller businesses to bid and giving more small and medium sized Kiwi businesses the opportunity to grow and become global players.
    Third, tax settings.
    New Zealand must ensure our tax settings are competitive with other countries who seek to lure our talent, ideas and jobs.
    We need to ensure the New Zealand tax system does not discourage businesspeople from investing in their businesses and does not deter foreign investment. 
    I am considering a range of proposals to make our tax settings more competitive over time.
    Fourth, affordable energy.
    Alongside the supermarket bill, electricity prices are a major pain point for Kiwi households.  Spiking prices and uncertain supply are also a major barrier to industry and the jobs it supports.
    As we look out to the world, it’s clear that those choosing to invest in manufacturing, data centers and technological parks will increasingly ask themselves: does the country that we want to invest in have secure, affordable and renewable energy? 
    New Zealand is pretty well-positioned for that. We already have abundant levels of renewable energy. 
    The question is, are we well positioned to bring on new generation at the pace needed to keep both security of supply and affordability? 
    That’s a question the Government is very much engaged in. 
    The Energy Competition Task Force has published proposals to give consumers more control over energy costs. In addition, independent reviewers will report to Ministers in the middle of the year on the performance of the energy market.  
    My view is that the world’s surging demand for renewable energy has changed the game. It’s time to think much more boldly about the actions the Government may need to take to incentivise new generation, security of supply and affordable electricity.
    Fifth, savings.
    Finally, I want to see KiwiSaver working as well as possible for New Zealanders. Commerce Minister Andrew Bayly already has work underway to enable Kiwisaver providers to make greater investments in private assets, to generate good returns for savers and ensure more Kiwi savings can be deployed for investment here at home.  
    I want to see KiwiSaver balances grow, both to make Kiwis better off in retirement and to grow our collective national savings. I am taking advice on options for achieving that with a view to taking recommendations to Cabinet.
    Let me finish by providing you with some perspective. 
    Our domestic context is challenging. Internationally we are arguably operating in a more complex, faster changing world than at any time in history. 
    But, when I look around the world, there is nowhere I would rather build a business or raise a family than here in New Zealand.
    But the world doesn’t owe us a living. We have to compete hard to deliver for our national interests and the interests of New Zealanders. 
    Our Government’s plan to grow the economy is about making the most of New Zealand’s many advantages, removing barriers that are holding Kiwis back and competing for our share of the world’s wealth.
    This is not an abstract mission.  It goes to the heart of what matters to New Zealanders. 
    To create better paying jobs and make Kiwis more financially secure, we must grow our economy.
    To deliver better health services and schools, we must grow our economy.
    To make New Zealand more resilient to global challenges, we must grow our economy.
    This Government backs New Zealanders to succeed. I know you do too. I wish you a successful conference and look forward to hearing your ideas.  Let’s go for growth.

    MIL OSI New Zealand News

  • MIL-OSI USA: Crapo Urges Senate Colleagues to Support RFK Jr. to be HHS Secretary

    US Senate News:

    Source: United States Senator for Idaho Mike Crapo

    Washington, D.C.–U.S. Senate Finance Committee Chairman Mike Crapo (R-Idaho) delivered remarks on the Senate Floor urging his Senate colleagues to support Robert F. Kennedy Jr. to serve as Secretary of the U.S. Department of Health and Human Services (HHS).

    Watch Chairman Crapo’s remarks here.

    As delivered:

    “Thank you, Mr. President.

    “In a moment, the Senate will proceed to a cloture vote on the nomination of Robert F. Kennedy Jr. to be Secretary of the U.S. Department of Health and Human Services (HHS).  I rise to encourage my colleagues to support this motion.

    “As Secretary of HHS, Mr. Kennedy would oversee our nation’s expansive health care system, from sources of coverage to advancement of public health. 

    “Mr. Kennedy’s decades of experience and deep drive to advocate on behalf of consumers will set a patient-centered tone at the Department.

    “As he has demonstrated in both public and private settings, Mr. Kennedy is committed to reorienting our approach to health care and restoring faith in our institutions.

    “His passion for addressing America’s chronic disease epidemic will save lives, reduce costs and establish a foundation for a healthier, stronger country. 

    “His dedication to transparency will empower patients to make more informed decisions about their health care and form a responsive rapport with Congress.  As Mr. Kennedy stated during his hearing, ‘…if Congress asked me for information, you will get it immediately.’

    “Over the course of his vetting process, Mr. Kennedy met with dozens of Members on both sides of the aisle, spoke with bipartisan Senate Finance Committee staff, appeared before two committee hearings and answered over nine hundred questions for the record.  Not to mention, presenting thousands of pages of documents.

    “Mr. Kennedy has gone through the same Office of Government Ethics process as all nominees who come before the Finance Committee. 

    “Similar to all other nominees, we have a letter from director of the Office of Government Ethics stating: ‘Based thereon, we believe that this nominee is compliance with applicable laws and regulations governing conflicts of interest.’ 

    “He even amended his ethics agreement, going beyond what is required by the Office of Government Ethics, in response to a request from Finance Committee Members.

    “I urge my colleagues to join me in advancing his nomination so we can begin to make our country healthier.”

    MIL OSI USA News

  • MIL-OSI USA: Crapo Congratulates Jonathan Gould on Nomination to Lead the OCC

    US Senate News:

    Source: United States Senator for Idaho Mike Crapo

    Washington, D.C.–U.S. Senator Mike Crapo (R-Idaho), Chairman of the U.S. Senate Finance Committee and former Chairman of the U.S. Senate Banking Committee, today applauded the nomination of Jonathan Gould to be Comptroller of the Currency (OCC).

    “Jonathan is an experienced, dedicated individual whose leadership will be essential in carrying out the OCC’s mission of ensuring safety, soundness and fair access in the financial services industry.  He will be a strong advocate for correcting the unacceptable practices that have gone against principles of fairness and market access over the last few years.  His extensive background in the public and private sectors make him highly qualified for the task ahead, and I look forward to working with him once confirmed.”

    MIL OSI USA News

  • MIL-OSI USA: Finance Committee Advances USTR Nominee

    US Senate News:

    Source: United States Senator for Idaho Mike Crapo

    Washington, D.C.–The U.S. Senate Finance Committee today advanced the nomination of Jamieson Greer to be United States Trade Representative (USTR), by a vote of 15-12.  Following the vote, Chairman Mike Crapo (R-Idaho) issued the following statement:

    “Mr. Greer has the experience and much-needed determination to successfully advocate for American farmers, ranchers, workers and manufacturers.  Throughout this confirmation process, he has clearly committed to expanding global market access for Americans and working closely with Congress.  I look forward to working with him and his nomination being considered by the full Senate.”

    Mr. Greer was reported out of the committee by a vote of 15 to 12.  An executive summary can be found here.

    Chairman Crapo’s full statement at the nomination hearing can be read here, and his statement at the executive session can be found here.

    MIL OSI USA News

  • MIL-OSI United Nations: RAR24: Lack of investment in disaster prevention threatens Latin America and the Caribbean’s future

    Source: UNISDR Disaster Risk Reduction

    Latin America and the Caribbean face a critical imbalance in resource allocation for disaster risk reduction (DRR). According to the 2024 Regional Assessment Report on Disaster Risk in Latin America and the Caribbean (RAR24), developed by the United Nations Office for Disaster Risk Reduction (UNDRR) – Regional Office for the Americas and the Caribbean, only 6% of the public budget classified as DRR in the examined cases is allocated to preventing future risks, while 16% is dedicated to mitigating existing risks. The vast majority of funding is concentrated on response and reconstruction after disasters.

    This reactive approach carries a heavy economic toll, with annual disaster losses expected to reach $58 billion across the region. Climate-related hazards now account for 83% of disasters, a trend compounded by rapid, unplanned urbanization. With 81% of the population living in cities—many in high-risk areas exposed to floods, hurricanes, and earthquakes—the urgency to shift from response to prevention has never been clearer.

    RAR24 examines Brazil, Guatemala, and Mexico as case studies, recognizing their efforts in implementing budget classifiers that allow for better tracking and analysis of DRR investments. However, the findings reveal that most resources remain allocated to response and reconstruction. These tools represent a crucial step toward identifying gaps and improving investment strategies.

    In Brazil, 0.06% of the national budget was allocated to DRR, with over 70% directed toward response and reconstruction. In Guatemala, 2.32% of the national budget was allocated to DRR between 2014 and 2023, but more than 98% of those funds went to response and reconstruction. In Mexico, 0.29% of the national budget was allocated to DRR, with 99% of it dedicated to response and reconstruction. Tracking these expenditures is essential for redirecting efforts toward prevention and demonstrating the potential for a more balanced approach.

    The report also highlights missed opportunities due to the imbalance in risk management strategies. Early warning systems, which can reduce economic disaster impacts by 30%, and nature-based solutions, which are up to 50% more cost-effective than traditional interventions, remain underutilized due to insufficient investment in prospective risk management—actions aimed at preventing the creation of new risks rather than merely responding to disasters.

    Furthermore, only 5% of disaster losses in developing countries are covered by insurance, compared to 40% in developed nations. This underscores the need for accessible and sustainable insurance schemes, as well as stronger collaboration between governments and the private sector to anticipate risks rather than merely react to them.

    “Latin America and the Caribbean are facing a critical funding gap in disaster risk reduction, with most resources dedicated to response and reconstruction instead of prevention,” said Nahuel Arenas, Chief of the UNDRR Regional Office for the Americas and the Caribbean. “Investing in prospective risk management is not only more cost-effective but also an urgent necessity to protect communities, economies, and ensure a resilient future.”

    RAR24 outlines a roadmap for correcting this imbalance, emphasizing the need to integrate disaster risk reduction as a fundamental pillar of sustainable development. Key recommendations include prioritizing investment in prospective risk management, strengthening intersectoral governance, adopting nature-based solutions, and expanding early warning systems.

    Incorporating DRR into development policies will not only ensure more equitable and resilient growth but also save lives and significantly reduce disaster-related costs. According to the report, every dollar invested in DRR saves four dollars in future losses, reinforcing its strategic role in long-term sustainability.

    Addressing the challenges posed by unequal investment in disaster risk reduction requires a collective and committed effort. DRR should not be seen as an expense but as a critical investment in the well-being of present and future generations. RAR24 not only exposes existing weaknesses but also highlights the tremendous opportunities to build a safer, more equitable, and resilient future for all. 

    MIL OSI United Nations News

  • MIL-OSI United Nations: Complex disaster risks call for urgent action in the Arab region

    Source: UNISDR Disaster Risk Reduction

    Leaders call to collectively strengthen resilience at the 6th Arab Regional Platform for Disaster Risk Reduction

    Kuwait City, Kuwait, 12 February 2025 – UNDRR’s Arab States region – covering 22 countries mostly in the Middle East and northern Africa – faces a range of hazards, exacerbated by climate change.

    Over the past 50 years, the region has suffered economic losses nearing $60 billion, with droughts, earthquakes, and floods taking the most severe human and economic toll.

    Recent disasters – such as the 2023 earthquakes in Syria and Morocco, catastrophic floods in Libya, and numerous severe droughts – are grim reminders of the urgent need for stronger risk governance and climate resilience strategies.

    Transboundary risks need transboundary solutions

    The hazards that the region faces move freely across borders, and so efforts to manage and reduce risks likewise need to be transboundary. This means working together as a region.

    This spirit of cooperation was evident in Kuwait this week, where disaster risk reduction experts, government officials, and resilience-building stakeholders from across the region came together for the 6th Arab Regional Platform for Disaster Risk Reduction. The four-day event aimed to strengthen policies and partnerships, in order to reduce disaster risk and enhance resilience collectively. The Platform culminated in the adoption of the Kuwait Declaration for Disaster Risk Reduction, reaffirming the urgency of resilience building across the region.

    Hosted by the Government of Kuwait and co-organized by UNDRR’s Regional Office for Arab States and the League of Arab States, the Platform is a forum to assess progress, exchange best practices, and drive regional commitments to disaster risk reduction (DRR).

    Innovative financing and early warnings

    A preparatory day ahead of the Platform proper tackled two important topics, in parallel: the need for new and innovative financing solutions for disaster risk reduction; and implementing the Early Warnings For All initiative in the region. 

    The Resilient Infrastructure and DRR Financing Conference explored ways to address the challenges of DRR financing, including innovative financial instruments like catastrophe bonds, resilience bonds, and parametric insurance; public-private partnerships; and a comprehensive approach integrating DRR strategies into climate finance.

    Alongside this, the Early Warnings for All Multistakeholder Forum for the Arab States, led by UNDRR and the World Meteorological Organization (WMO), discussed progress in implementing Early Warnings for All in the region, with a focus on early warning technologies and risk communication strategies.

    Speaking to the Forum, WMO President Dr. Abdulla Al Mandous affirmed that the Early Warning for All initiative is a top priority for WMO.

    “We firmly believe that strengthening early warning systems, improving climate services, and enhancing regional and international partnerships are essential pillars for effective disaster risk reduction,” he said.

    An appeal for collective action

    Opening the Platform on 10 February, Special Representative of the UN Secretary-General for Disaster Risk Reduction (SRSG) Kamal Kishore stressed the need for urgent action:

    “The Arab region should be proud of the progress it has made in advancing disaster risk reduction, especially around strengthening risk governance frameworks, which is a prerequisite for achieving sustainable development. That said, there are still many areas for improvement.”

    He outlined three key objectives for the regional platform:

    1. Strengthening risk understanding – Improved knowledge exchange across the region will improve risk assessments, especially in the face of climate change.
    2. Enhancing partnerships and collaboration – More multi-sectoral engagement and regional cooperation is essential for addressing transboundary risks.
    3. Committing to action – Accelerated implementation of the Sendai Framework for Disaster Risk Reduction requires taking concrete steps, in order to meet its targets before 2030.

    Better governance and more investment in risk reduction

    Sheikh Fahad Yusuf Al-Sabah, Kuwait’s Deputy Prime Minister, Minister of Defence, and Minister of Interior, welcomed delegates, reaffirming Kuwait’s commitment to DRR, and noted the special challenges that the region faces:

     “We are in a world that is witnessing an unprecedented acceleration in the pace of natural and human risks, and the challenges facing our societies are increasing in terms of size and complexity,” he said

    “Disasters have become more frequent and diverse, as a result of climate change, rapid and unregulated urban growth, and environmental degradation, which makes it necessary for us to adopt a comprehensive and integrated approach to dealing with these risks.”

    During the Platform’s busy schedule, participants engaged in sessions giving updates and discussion on a variety of topics especially pertinent to the region, including: innovative DRR financing; urban resilience; risk knowledge; extreme heat; disaster preparedness, recovery and “building back better”; and the Santiago network for loss and damage.

    Scroll through the photo gallery of the Regional Platform

    Innovative, actionable strategies

    To inform the dialogue at the Platform, the UNDRR presented the findings of 2024 Regional Assessment Report (RAR) on Disaster Risk Reduction in the Arab Region, updating analysis of the region’s evolving risk landscape. These findings warn of a “perfect storm” of interconnected risks, driven by climate change, water scarcity, governance challenges, and institutional fragility.

    The authors noted:

    • Temperatures in the region are rising at an alarming rate of +0.5°C per decade, intensifying droughts, extreme heat, and food insecurity.
    • Governance and institutional challenges remain major obstacles to effective disaster risk management.
    • The increasing frequency of climate-related disasters threatens human security, economic stability, and public health.
    • Many cities in the Middle East may become uninhabitable before the end of the century if urgent measures are not taken.

    The report aims to guide governments, policymakers, practitioners, and stakeholders in disaster risk reduction and sustainable development,  and calls for collaborative efforts to transform an understanding of risk into actionable strategies that prioritize community wellbeing and environmental sustainability.

    Regional cooperation to implement the Sendai Framework

    The Platform culminated with Member States and stakeholders issuing the Kuwait Declaration for Disaster Risk Reduction, which notes the need for accelerated implementation of the Sendai Framework; enhanced DRR governance; more investment in resilient infrastructure; extended early warning system coverage; better data for evidence-based policymaking; and improved integration of science, technology and artificial intelligence.

    The Kuwait Declaration stresses the need for greater regional cooperation to support crisis-affected countries; call for an inclusive approach that engages governments, civil society and the private sector in reducing disaster risks and protecting communities.

    Announcing the adoption of the Kuwait Declaration, Ambassador Khalil Ebrahim Al-Thawadi, Assistant Secretary-General for Arab Affairs and National Security for the League of Arab States, said the Platform, and its Declaration, signalled a “big leap forward” for resilience in the region.

    “I urge you to take all of the lessons from this Platform, and to transform them into real actions on the ground,” he told the assembled delegates.

    Time is of the essence

    In his closing remarks, SRSG Kamal Kishore thanked the State of Kuwait for hosting the event, and praised the region for its innovation in disaster risk reduction:

    “Take the good practices from this region and share them with the world. With just five years left to achieve the goals of the Sendai Framework – if this region can make it happen, then the world can make it happen,” he said

    With more than 450 participants from governments, UN agencies, civil society, academia, and the private sector, the 6th Arab Regional Platform for DRR will help strengthen the region’s capacity to prevent and mitigate disasters, for a safer and more resilient future for all.

    “You have to change this region, but you also have to change the world,” Mr Kishore said.

    The Platform will feed the region’s challenges, solutions, and commitments into the Global Platform for Disaster Risk Reduction, taking place in Geneva from 2–6 June 2025.

    MIL OSI United Nations News

  • MIL-OSI United Nations: Sixth Arab Regional Platform for DRR concludes with the adoption of Kuwait Declaration

    Source: UNISDR Disaster Risk Reduction

    Kuwait City, Kuwait, 12 February 2025 – The Sixth Arab Regional Platform for Disaster Risk Reduction concluded today in Kuwait City, marking a pivotal step forward in the region’s efforts to enhance resilience and mitigate disaster risks. Hosted by the Government of Kuwait in collaboration with the United Nations Office for Disaster Risk Reduction (UNDRR) and the League of Arab States, the platform brought together over 600 participants from governments, civil society, academia, the private sector, and international organizations. Convened under the theme, “Building Resilient Arab Communities: From Understanding to Action,” the platform offered an inclusive space to discuss solutions to the complex risk landscape facing the Arab region.

    The highlight of the event was the adoption of the Kuwait Declaration for Disaster Risk Reduction, which reaffirms the urgent need to strengthen resilience across the Arab region in the face of increasing disaster risks. The declaration underscores the importance of accelerating the implementation of the Sendai Framework, enhancing governance for risk reduction, increasing investments in disaster-resilient infrastructure, and leveraging science, technology, artificial intelligence, and early warning systems. It also emphasizes the need to develop and update comprehensive disaster loss databases and risk assessments to support evidence-based policymaking. Additionally, the declaration calls for greater regional cooperation, particularly in supporting countries affected by crises, and highlights the need for inclusive and sustainable approaches that engage governments, civil society, and the private sector in reducing disaster risks and protecting communities.

    The platform saw the adoption of the Voluntary Action Statements of Stakeholder Groups engaged in DRR. Alongside the Kuwait Declaration, these commitments align with the Prioritized Action Plan for DRR (2025-2027) in the Arab region, which outlines concrete priorities and strategies to strengthen disaster risk management at both regional and national levels.

    Key highlights

    Over four days, the platform featured 2 side conferences, 3 plenary sessions, 4 thematic sessions, and 6 special sessions, providing a space for high-level dialogue on strengthening disaster resilience in the Arab region. With 18 side events, a press conference, and a dedicated marketplace, participants explored innovative solutions, shared best practices, and reinforced commitments to advancing disaster risk reduction efforts.

    Two critical pre-conference events took place ahead of the official launch of the platform. Resilient Infrastructure and Disaster Risk Reduction Financing conference addressed one of the most pressing challenges facing the Arab region that is mobilizing sufficient financial resources for disaster resilience. While the Early Warnings for All Multistakeholder Forum for the Arab States underscored the importance of inclusive, people-centered early warning systems across the region. In a world where climate-related disasters are increasing in frequency and intensity, effective early warning systems can mean the difference between life and death.

    Throughout the four days of the platform, participants engaged in dynamic discussions during plenary, thematic, special sessions, and side events. These sessions addressed critical issues such as urban resilience, risk-informed financing, disaster preparedness, and strengthening governance to achieve sustainable development. 

    The platform marked the introduction of the Santiago Network in the Arab region through a dedicated session focused on enhancing efforts to avert, minimize, and address loss and damage associated with the adverse effects of climate change. Bringing together high-level stakeholders and experts from the Arab region and beyond, this session provided a platform to discuss the operationalization of the Santiago Network and its role in delivering technical assistance to countries facing climate-induced challenges, insights on capacity gaps, opportunities for regional collaboration, and ways to strengthen the synergy between disaster risk reduction and climate action.

    A special high-level session for mayors highlighted innovative approaches to urban resilience, drawing on best practices and lessons learned across the Arab region. In the Arab Leaders Dialogue for DRR session, which brought together donors, governments, the private sector, and humanitarian organizations to address funding gaps and advance sustainable financing for disaster risk reduction in the Arab region, participants explored innovative financing models, key funding challenges, and solutions, particularly for conflict-affected and fragile states.

    Another key moment of the platform was the launch of the key findings of the Regional Assessment Report on Disaster Risk Reduction in the Arab States, which presents a comprehensive analysis of disaster risk in the Arab region and actionable recommendations to policymakers, highlighting systemic risks driven by climate change, urbanization, water scarcity, and socio-economic vulnerabilities. It underscores the interconnected nature of these risks and calls for urgent action to strengthen governance, enhance early warning systems, and invest in resilience-building measures.

    The platform underscored the integration of disaster risk reduction with broader development frameworks, including climate change adaptation and the Sustainable Development Goals. Discussions reflected on the progress made in implementing the Sendai Framework, while also addressing persistent challenges such as urbanization, socio-economic disparities, and the effects of climate change.

    Closing session

    The platform closed with a high-level session, featuring Sheikh Fahad Yusuf Al-Sabah, Acting Prime Minister, Minister of Defense, and Minister of Interior, Kuwait; Kamal Kishore, Special Representative of the UN Secretary-General for Disaster Risk Reduction; Ambassador Khalil Ebrahim Al-Thawadi, League of Arab States Assistant Secretary-General for Arab Affairs and National Security; and Major General Talal Mohammed Al-Roumi, Chief of the General Fire Force, Kuwait.

    Reflecting on the Arab region’s progress and its role in advancing global disaster risk reduction efforts, Kamal Kishore emphasized the importance of sharing lessons learned and scaling up action. “Take the good practices from this region and share them with the world. With just five years left to achieve the goals of the Sendai Framework, if this region can make it happen, then the world can make it happen,” he said in his closing remarks.

    The outcomes of the Sixth Arab Regional Platform, including the Kuwait Declaration and the Arab Action Plan, will inform discussions at the Eighth Global Platform for Disaster Risk Reduction, scheduled to take place in Geneva in June 2025. These achievements serve as a foundation for the region’s ongoing efforts to reduce risks, protect lives, and foster sustainable development.

    MIL OSI United Nations News

  • MIL-OSI USA: Know2Protect Campaign partners with NFL ahead of Super Bowl LIX to empower fans to protect children from online sexual exploitation and abuse

    Source: US Immigration and Customs Enforcement

    WASHINGTON — The Know2Protect campaign teamed up with the NFL, Feb. 5-8, to empower children, parents, and fans with critical knowledge about protecting kids from online sexual exploitation and abuse.

    The campaign hosted an interactive booth at the NFL Experience to engage with attendees, raise awareness, and provide essential resources to help safeguard children in the digital world ahead of the Super Bowl. The partnership also extended Know2Protect’s reach by airing a powerful PSA on the NFL Network throughout the 2024-2025 football season. The PSA, titled “It Only Takes 19 Seconds,” highlights an online conversation between a young person and a stranger on a gaming platform that escalates into a dangerous situation in just 19 seconds.

    “The dangerous reality is that as safety protocols are put in place to protect children from online predators, criminals are already working to find ways around them,” said U.S. Immigration and Customs Enforcement Homeland Security Investigations Cyber and Operational Technology Division Acting Assistant Director Mike Prado. “Continued education is critical to saving children, bringing predators to justice, and preventing these atrocious crimes before they occur.”

    The Know2Protect campaign is dedicated to educating communities about the risks associated with online sexual exploitation and providing actionable steps to prevent harm.

    During the NFL Experience, fans had the opportunity to:

    • Speak directly with Homeland Security Investigations special agents and other subject matter experts on child safety and how to keep children safe from online predators.
    • Access vital resources and materials on protecting children from online exploitation.
    • Participate in interactive activities designed to promote awareness of online dangers.
    • Learn how to identify and report suspicious online behavior.

    “By teaming up with the NFL and engaging the public, we can amplify our impact, better protect children from growing risks, and encourage early intervention to stop harm before it begins,” said Know2Protect Campaign Manager Kate Kennedy.

    To report an incident, you can call the Know2Protect Tipline at 1-833-591-KNOW (5669) or visit the NCMEC CyberTipline. If you suspect a child has been abducted or faces imminent danger, contact your local police and the NCMEC tip line at 1-800-THE-LOST (1-800-843-5678).

    Know2Protect is a national public awareness campaign from the Department of Homeland Security. K2P’s aim is to educate and empower children, teens, parents, trusted adults and policymakers to prevent, combat and report online child sexual exploitation and abuse. For more information, please visit Know2Protect’s YouTube playlists at Know2Protect Campaign PSA Playlist and Know2Protect Digital Safety Series Playlist on the DHS main channel. Additional resources are available at Know2Protect.gov and @Know2Protect on Instagram, Facebook and X, formerly known as Twitter.

    MIL OSI USA News

  • MIL-OSI USA: Mexican citizen sentenced to 27 years in prison after targeting more than 60 young girls in online sextortion scheme, following HSI St. Paul, joint partner investigation

    Source: US Immigration and Customs Enforcement

    ST. PAUL, Minn. – A Mexican citizen residing in Winona has been sentenced to 324 months in prison followed by 20 years of supervised release in an online sextortion scheme that victimized more than 60 minor girls across the country and abroad, following an U.S. Immigration and Customs Enforcement, Homeland Security Investigations St. Paul probe.

    According to court documents, between April 2022 and June 2023, Valentin Silva Quintana, 31, used social media apps, including Snapchat and Instagram, to threaten, sexually manipulate, and exploit more than 60 young girls primarily between 9 and 12 years old in Oklahoma, Pennsylvania, Texas, New Zealand and elsewhere. Quintana, who knew that most of the girls were between 9 and 12 years of age, used fake identities and lied about his age in communications with the girls, often posing as a minor girl himself. He used images and videos of youthful appearing girls to make his communications with other victims more believable.

    “We remain committed to holding perpetrators of online child exploitation accountable,” said ICE HSI St. Paul Special Agent in Charge Jamie Holt. “This conviction sends a strong message that individuals who engage in the production, distribution, or possession of child exploitation material will face the full weight of the law. Thanks to the dedicated efforts of our agents and our collaboration with law enforcement partners, we continue to make great strides in safeguarding children and bringing predators to justice

    According to court documents, Quintana used a wide range of tactics to coerce his victims, sometimes by convincing young girls that he was their friend or romantic partner, or by offering them money. He convinced young girls to send him a sexual photo or video or covertly recorded them engaging in sexually explicit conduct and then threatened to send the first image to their friends and family unless the girls produced ever more graphic sexual images and videos for him.

    Quintana was sentenced on Feb. 5, 2025, in U.S. District Court for the District of Minnesota before Judge Jerry W. Blackwell after previously pleading guilty to one count of production of child pornography, one count of distribution of child pornography, and one count of possession of child pornography.

    Quintana remains in federal custody .

    This case is the result of an investigation conducted by ICE HSI, the Minnesota Bureau of Criminal Apprehension, and the Winona County Sheriff’s Office. Assistant U.S. Attorney Michael McBride prosecuted the case.

    MIL OSI USA News

  • MIL-OSI Security: Head of Commercial Real Estate Investment Firm Pleads Guilty in $62.8M Fraud Scheme Targeting Atlanta Financial Center Investors

    Source: Office of United States Attorneys

    ATLANTA – Elchonon “Elie” Schwartz pleaded guilty today to wire fraud for executing a massive investment fraud scheme that caused more than 800 investors to send approximately $62.8 million to Schwartz, which he then diverted for his own use. Approximately $54 million dollars in investments were intended for the Atlanta Financial Center, a planned commercial real estate complex on Peachtree Road. 

    “Seeking to do nothing more than pad his own bank accounts and buy expensive luxury items, Elie Schwartz betrayed hundreds of investors who sought the opportunity to invest in these commercial real estate projects,” said Acting U.S. Attorney Richard S. Moultrie, Jr. “This office is committed to protecting investors from individuals, like Schwartz, who defraud donors out of their hard-earned money and seek to prioritize their own greed at the expense of legitimate investors.”

    “Although investment fraud schemes are not violent crimes, they are just as destructive as they can destroy the livelihoods of entire families. Schwartz admitted to this complex scheme out of pure greed and will now face the steep consequences,” said Sean Burke, Acting Special Agent in Charge of FBI Atlanta. 

    According to Acting U.S. Attorney Moultrie, the charges, and other information presented in court: Elie Schwartz ran a successful commercial real estate investment firm. Beginning in May 2022, he solicited investments through CrowdStreet Marketplace in connection with a large commercial real estate complex in Atlanta, Georgia (“Atlanta Financial Center”), and ultimately raised approximately $54 million from approximately 654 investors for this venture. Later, beginning in November 2022, Schwartz again solicited investments through CrowdStreet concerning a mixed-use building in Miami Beach, Florida (“Lincoln Place”), and ultimately raised approximately $8.8 million from approximately 167 investors for this development. In total, Schwartz raised approximately $62.8 million from investors through CrowdStreet for the investments in the Atlanta Financial Center and Lincoln Place. The CrowdStreet investor funds were deposited into a segregated bank account for each investment.

    As part of the investment solicitation process, Schwartz executed agreements with CrowdStreet that stated, among other terms, that the funds raised from CrowdStreet investors would be held in segregated bank accounts controlled by Schwartz. In the documentation that was provided to CrowdStreet investors, Schwartz represented that he would only “use any proceeds from this Offering, net of any organizational and offering expenses, to fund” the investment in each property and that Schwartz had a fiduciary duty to safeguard the funds and prohibit commingling or use of the money that did not benefit each investment.

    But contrary to the representations he made to CrowdStreet investors, and before either the Atlanta Financial Center or Lincoln Place transaction closed, Schwartz misappropriated and converted CrowdStreet investor funds for his own use. Beginning in June 2022, and continuing through June 2023, Schwartz transferred nearly all of the $62.8 million raised through CrowdStreet for the Atlanta Financial Center and Lincoln Place investments out of the segregated bank accounts. He then diverted these funds to his personal bank account, personal brokerage account, and accounts for other unrelated commercial real estate investments affiliated with, and controlled by, him.

    Schwartz used the funds raised from the CrowdStreet investors to, among other things, pay for payroll expenses for his commercial real estate businesses, purchase luxury watches, and invest in stocks and options in his brokerage account. Ultimately, in mid-July 2023, the corporate entities that Schwartz formed to receive funds from CrowdStreet investors for their investments in the Atlanta Financial Center and Lincoln Place both filed for Chapter 11 bankruptcy.

    Schwartz, 46, of New York, New York, pleaded guilty to one count of wire fraud and faces a maximum penalty of 20 years in prison. In determining the actual sentence, the Court will consider the United States Sentencing Guidelines, which are not binding but provide appropriate sentencing ranges for most offenders.

    Sentencing is scheduled for May 19, 2025, at 2:00 p.m. before U.S. District Judge Steven D. Grimberg.       

    This case is being investigated by the Federal Bureau of Investigation. The Securities and Exchange Commission’s Division of Enforcement provided valuable assistance in the investigation.

    Assistant U.S. Attorney Kelly K. Connors and Trial Attorney Matthew F. Sullivan of the Criminal Division’s Fraud Section are prosecuting the case. Former Assistant U.S. Attorneys David O’Neal and Christopher Huber provided substantial assistance in the investigation and prosecution.

    For further information please contact the U.S. Attorney’s Public Affairs Office at USAGAN.PressEmails@usdoj.gov or (404) 581-6280.  The Internet address for the U.S. Attorney’s Office for the Northern District of Georgia is http://www.justice.gov/usao-ndga.

    MIL Security OSI

  • MIL-OSI Security: Federal Grand Juries in Bowling Green and Paducah Indict 5 Individuals for Immigration Offenses

    Source: Office of United States Attorneys

    Bowling Green and Paducah, KY – Federal grand juries in Bowling Green and Paducah, Kentucky, returned indictments on February 11th and 12th, 2025, charging 5 individuals with illegal reentry after deportation or removal.   

    U.S. Attorney Michael A. Bennett of the Western District of Kentucky, Special Agent in Charge Rana Saoud of Homeland Security Investigations, Nashville, and Sam Olson, Field Office Director for ERO Chicago, U.S. Immigration Customs Enforcement made the announcement.

    According to the indictments:

    Julio Rodriguez Aguilar, age 33, a citizen of Honduras, was charged in Bowling Green with reentry after deportation or removal. On or about February 4, 2025, Aguilar was an alien found in the United States after having been denied admission, excluded, deported, and removed from the United States on or about July 8, 2016, October 26, 2018, and August 8, 2022. If convicted he faces a maximum sentence of 20 years in prison. This case is being investigated by HSI, ICE/ERO.

    Antonio Pu-Us, age 39, a citizen of Guatemala, was charged in Bowling Green with reentry after deportation or removal. On or about January 6, 2025, Pu-Us was an alien found in the United States after having been denied admission, excluded, deported, and removed from the United States on or about April 24, 2014, and October 1, 2014. If convicted he faces a maximum sentence of 10 years in prison. This case is being investigated by HSI, ICE/ERO.

    Edgar Agustin-Gil, age 35, a citizen of Mexico, was charged in Bowling Green with reentry after deportation or removal. On or about January 10, 2025, Agustin-Gil was an alien found in the United States after having been denied admission, excluded, deported, and removed from the United States on or about October 4, 2017. If convicted he faces a maximum sentence of 10 years in prison. This case is being investigated by HSI, ICE/ERO.

    Jose Mayorga-Basurto, age 29, a citizen of Mexico, was charged in Bowling Green with reentry after deportation or removal. On or about January 28, 2025, Mayorga-Basurto was an alien found in the United States after having been denied admission, excluded, deported, and removed from the United States on or about May 30, 2015, and June 7, 2015. If convicted he faces a maximum sentence of 2 years in prison. This case is being investigated by HSI, ICE/ERO.

    Deyvi Humberto Cruz-Guerra, age 30, a citizen of Guatemala, was charged in Paducah with reentry after deportation or removal. On or about November 30, 2024, Cruz-Guerra was an alien found in the United States after having been denied admission, excluded, deported, and removed from the United States on or about May 20, 2013, and October 8, 2021. If convicted he faces a maximum sentence of 2 years in prison. This case is being investigated by HSI, ICE/ERO.

    A federal district court judge will determine any sentence after considering the sentencing guidelines and other statutory factors.

    There is no parole in the federal system.

    Assistant U.S. Attorneys Frank Dahl, Mark J. Yurchisin II, and Raymond McGee are prosecuting the cases.

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

    ###

    MIL Security OSI

  • MIL-OSI Economics: The European Financial Industry of the Future | 6. Frankfurt Digital Finance Conference & European Fintech Day

    Source: Bundesbank

    Check against delivery.

    Ladies and gentlemen,

    I’m glad to join you today at the “Gesellschaftshaus Palmengarten”. Its history goes back to the 19th century. It was the “Gründerzeit” or “founders’ period” – an era of strong economic expansion in Germany – when this building was constructed. And when Germany was developed as an industrial location. Developed by people, men and women, lead by curiosity, innovation, and a desire to achieve.

    We have to cast our minds back a few years to see times of growth, real innovation and increasing productivity in Europe.

    1 The role of the financial industry

    In the 2010s Germany had a period of solid growth that some called “the golden decade”. 

    Today, however, we see a need for growth and increasing productivity. Hence, our competitiveness is at stake. Not only in Germany, but also in other parts of Europe. And this comes at a time, when we are facing numerous major challenges:

    Consider the significant geopolitical uncertainties of our time – which make a rethink necessary in many respects. Also consider the digitalisation of large parts of our economy, incl. disruptive AI. And think about the climate-related need for an ecological transformation.

    Financing all of this requires a substantial amount of capital.

    This is where the financial industry comes in: The financial industry can act as an enabler of growth in the real economy. Growth that is so much needed right now.

    Looking forward, the financial industry could translate growth potential into real growth in many fields – digitalisation, AI, clean tech, pharma, biotech any many more.

    In sum, there are huge business opportunities for Germany and the EU. And we need the Financial industry to take advantage of the business opportunities. 

    But let us not forget that innovation happens in many places – at start-ups but also at well established companies. We need to make sure that a variety of funding sources are available to support our real economies.

    We need a specific financial ecosystem that enables young, innovative companies to flourish. Be it VC, PE, etc. We need established capital markets. Above all, we need a strong and healthy banking sector that supplies our economy with sufficient credit.

    That means: We need both traditional loans and venture capital. In any case, all the pockets of the financial industry provide the basis for a growing economy. It’s also the basis for the ecological transformation. 

    The German Council of Experts on Climate Change published [a week ago] new figures on the investment needs estimated for the transition towards net-zero economic activity. Those investment needs range between 135 and 255 billion euro – each year for Germany alone.[1] That’s a lot.

    Let’s now have a closer look at the digitalization including AI.

    2 Artificial intelligence: innovation and competitiveness

    The term artificial intelligence (AI) was coined in the middle of the 20th century. But it was the release of ChatGPT in November 2022 that marked a breakthrough. For the first time it became possible to use an AI system without detailed technical knowledge.

    Nowadays almost anyone can use AI. The importance of responsible AI practices on the increase – as highlighted in the latest Declaration by the G20.[2]

    There are important questions – to which, to be honest, there are no simple answers:

    Are the opportunities and risks of AI balanced? 

    Does AI lead to a global fragmentation, to a new barrier between those who use AI and those who don’t? 

    Does AI, as a general-purpose technology, help us better manage economic challenges?[3]

    One example of the latter point: Many societies are lacking skilled labour due to demographic change. Here, the use of AI could provide a solution by increasing efficiency or substituting human services. AI can also help drive innovation. 

    AI enables both incremental and disruptive innovation across all parts of society: 

    • by facilitating faster decision-making
      • optimizing existing processes, 
      • or by collecting, processing and using huge amounts of data.

    It fosters creativity, supports scientific breakthroughs, and unlocks opportunities for entirely new industries and business models – a potential, albeit disruptive, growth engine.

    Nevertheless, human creativity is still a key driver of innovation. In 2023, individuals or SMEs filed almost one in four patent applications in Europe.[4]

    Today, we are at a crucial stage: With international competition on the one side and technical and intellectual skills on the other. AI models from the United States are well-known and often considered state of the art. China in particular has recently come up with new and apparently very efficient language models. However, the discussion about the background is not yet complete.

    In Europe, we have to do our utmost to keep up with the pace. An important initiative recently came from France: In Paris the “EU AI Champions Initiative”, a high-level summit, was held at the beginning of this week.

    President Macron mentioned a funding volume of roundabout € 109 billion for AI in France. This approach is very encouraging for other EU member states. By comparison: USPresident Trump has mentioned USD 500 billion for his “Stargate” plan in the US. 

    Despite these substantial investments, there is no guarantee of success. On the other hand, we must not allow ourselves to be deterred by possible failures. One example is the French AI chatbot LUCIE, which has been taken offline after giving some weird answers. I am sure France will take this as a chance to try even harder.

    The narrative with all kind of innovation is: Accept failure to grow. The pioneers of the “Gründerzeit” – which I mentioned earlier – knew this only too well.

    We need this kind of courage to embrace a “culture of trial and error”. It provides an important impetus to do things better. On the other hand, we have to ensure that new technology does not cause severe damage. Especially because AI is a relatively new technology with unknown potential and consequences for the entire society.

    Risks can arise for the financial system, but much further afield as well. Imagine, risk management or investment advice would be provided mainly by AI. Would this mean that investment recommendations are becoming more and more similar? Would we have concentration of risks? And what consequences would this have for financial stability?[5]

    Even more far-reaching questions concern our society.

    The core question is: What does AI mean for our democracies, for our constitutions, for our fundamental rights? Specifically, we need to ask ourselves: Where is AI beneficial and where do we need clear rules.

    In other words: What are the basic rules for using this technology?

    It is therefore necessary to find a compromise between having the courage to innovate – and clear rules.

    3 Strengthening the financial industry

    Regardless of how we deal with AI, we have to return to the issue of financing its development. As indicated earlier, the financial industry, as an enabler, has an important role to play.

    Given the challenges of our time I mentioned earlier, it is vital to strengthen the European financial industry. 

    Let me highlight only two measures:

    First, we need to get started on improving start-up funding. In 2024, more than 2,700 innovative start-ups were founded in Germany, the second-highest count after the record year of 2021. There is no shortage of innovative concepts and entrepreneurship per se, but implementation is lacking. 

    Further completing the European capital markets union (CMU) is essential in this respect – promoting the development of the VC and private equity market as well as exit options for start-ups. The European Commission’s “Competitiveness Compass”, published recently, 29 January 2025, is a good start. 

    Second, we need to leverage digital technologies to create efficient, integrated and resilient European financial markets. The digital CMU could be a game changer in this respect. 

    Let me make it perfectly clear: Europe is a leader in this field. 

    We at the Bundesbank are engaged in several initiatives. And we have a prominent role to play in the development of a central bank digital currency (wholesale CBDC).

    4 Conclusion

    Ladies and gentlemen, let me sum up: And I can be very brief, but still to the point.

    The European Financial industry has to become an enabler of growth. Our Financial industry is key to ensure that the European economy stays competitive. 

    Thank you very much. 

    MIL OSI Economics

  • MIL-OSI USA: Tuberville Gets Gavel for HELP Subcommittee on Education and the American Family

    US Senate News:

    Source: United States Senator Tommy Tuberville (Alabama)
    WASHINGTON – U.S. Senator Tommy Tuberville (R-AL) today announced he will serve as Chairman of the Senate Health, Education, Labor, and Pensions (HELP) Subcommittee on Education and the American Family. Last Congress, Sen. Tuberville served as Ranking Member of this Subcommittee, which was previously the Subcommittee on Children and Families. As Chairman, one of Senator Tuberville’s first actions was renaming the Subcommittee to reflect two things Alabamians hold dear: education and family values.
    As Chairman, Senator Tuberville will empower parents to make the best educational decisions for their children, fight to preserve Title IX protections for women and girls, end woke curriculum in schools, and invest in workforce development and job training programs to set our young people up for success.
    Senator Tuberville made the following statement about his appointment as Chairman of the Subcommittee on Education and the American Family:
    “As a former educator, coach, and mentor for more than 40 years, I know firsthand that education is the key to unlocking opportunity. Unfortunately, our education system has been failing our kids. As of the most recent data, we’re 26th in the world in math and 6th in reading. That’s unacceptable.
    As Chairman of the Subcommittee on Education and the American Family, I am laser-focused on creating more high-quality education options for students that fit their unique needs and unlock their God-given potential, rather than forcing everyone into a one-size-fits-all system. This is why I’ve consistently advocated for school choice during my time in the U.S. Senate.
    I will also continue fighting to protect women’s sports and ensure Title IX protections remain in place for women and girls everywhere. Title IX is one of the best pieces of legislation to ever come through Congress, however, it has been under attack. Thanks to President Trump’s Executive Order, women and girls’ sports are now protected, but Executive Orders can be reversed. I will keep fighting for the Senate to pass my bill, the Protection of Women and Girls in Sports Act, to make President Trump’s Executive Order permanent.
    We also need to get rid of woke gender ideology, Diversity, Equity, and Inclusion (DEI), and Critical Race Theory (CRT) curriculum that has infected our schools. Children should be able to go to school and learn to read, write, and think for themselves—not be indoctrinated by a left-wing agenda. President Trump made it clear on day one in office that there are two genders—male and female—and divisive, racist DEI ideology has no place in America.
    On the higher education side, our country needs to do a much better job of preparing students to enter the workforce. That starts by recognizing not everyone needs to attend a traditional four-year college, but everyone has the right to such an opportunity. Career and technical education programs like dual enrollment, apprenticeships, and short-term certifications should be recognized as the respectable paths for opportunity that they are, not treated as second-rate.”
    Subcommittee on Education and the American Family:
    The Senate Subcommittee on Education and the American Family is tasked with all issues involving children and families, including education, child care and support, foster care and adoption, youth mental health, workforce development and more.
    As Ranking Member on this subcommittee, Senator Tuberville will be well-positioned to work on these Alabama-specific issues:
    Empowering Alabama parents and families to make the best educational choices for their children.
    Fighting to preserve Title IX protections for women and girls everywhere.
    Getting rid of woke gender ideology, DEI, and anti-American CRT teaching in our schools.
    Investing in workforce education and job training to ensure students are prepared to enter the workforce.
    Senator Tuberville will also serve on the HELP Subcommittee on Employment and Workplace Safety.
    Subcommittee on Employment and Workplace Safety:
    The Senate Subcommittee on Employment and Workplace Safety is tasked with workplace education and training, worker health and safety, wage and hour laws, and workplace flexibility.
    Senator Tuberville’s position on this subcommittee will enable him to work on these Alabama-specific issues:
    Empowering effective workforce development programs to grow Alabama’s workforce.
    Protecting Alabama’s economy from federal overreach that would undermine innovation and growth in the labor sector.
    Ensuring Alabama’s industries can partner with local education institutions to help build the workforce of the future.
    Senator Tommy Tuberville represents Alabama in the United States Senate and is a member of the Senate Armed Services, Agriculture, Veterans’ Affairs, Aging, and HELP Committees.

    MIL OSI USA News

  • MIL-OSI USA: CISA and FBI Warn of Malicious Cyber Actors Using Buffer Overflow Vulnerabilities to Compromise Software

    News In Brief – Source: US Computer Emergency Readiness Team

    CISA and the Federal Bureau of Investigation (FBI) have released a Secure by Design Alert, Eliminating Buffer Overflow Vulnerabilities, as part of their cooperative Secure by Design Alert series—an ongoing series aimed at advancing industry-wide best practices to eliminate entire classes of vulnerabilities during the design and development phases of the product lifecycle. “Eliminating Buffer Overflow Vulnerabilities” describes proven techniques to prevent or mitigate buffer overflow vulnerabilities through secure by design principles and best practices.

    Buffer overflow vulnerabilities are a prevalent type of defect in memory-safe software design that can lead to system compromise. These vulnerabilities can lead to data corruption, sensitive data exposure, program crashes, and unauthorized code execution. Threat actors frequently exploit these vulnerabilities to gain initial access to an organization’s network and then move laterally to the wider network.

    CISA and FBI urge manufacturers review the Alert and, where feasible, eliminate this class of defect by developing new software using memory-safe languages, using secure by design methods, and implementing the best practices supplied in this Alert. CISA and FBI also urge software customers demand secure products from manufacturers that include these preventions. Visit CISA’s Secure by Design Pledge page to learn about our voluntary pledge, which focuses on enterprise software products and services—including on-premises software, cloud services, and software as a service (SaaS).

    MIL OSI USA News

  • MIL-OSI USA: NASA Fire Safety Test Took on Reduced Gravity

    Source: NASA

    An experiment studying how solid materials catch fire and burn in the Moon’s gravity was launched on Blue Origin’s New Shepard suborbital flight this month. 
    Developed by NASA’s Glenn Research Center in Cleveland together with Voyager Technologies, the Lunar-g Combustion Investigation (LUCI) will help researchers determine if conditions on the Moon – with reduced gravity – might be a more hazardous environment for fire safety. 

    [embedded content]
    The video shows a plastic rod and cotton-fiberglass fabric being burned during a ground test of the Lunar-g Combustion Investigation (LUCI) experiment. Scientists will compare the ground test video to the video recorded on the Blue Origin flight. Credit: Voyager Technologies

    On this flight, LUCI tested flammability of cotton-fiberglass fabric and plastic rods, and once launched, the payload capsule rotated at a speed to simulate lunar gravity. NASA Glenn researchers will analyze data post-flight.

    LUCI’s findings will help NASA and its partners design safe spacecraft and spacesuits for future Moon and Mars missions. 
    For more information on LUCI and the mission, visit. 

    MIL OSI USA News

  • MIL-OSI Security: Trafficking drugs for Mexican Cartel lands Laredo man in prison for more than 16 years

    Source: Office of United States Attorneys

    LAREDO, Texas – A 37-year-old man has been sentenced for conspiring to distribute a large quantity of marijuana, announced U.S. Attorney Nicholas J. Ganjei.

    Gavino Cadena pleaded guilty Nov. 10, 2022.

    U.S. District Judge Diana Saldana has now ordered Cadena to serve a total of 194 months in federal prison to be followed by five years of supervised release. In handing down the sentence, the court considered Cadena’s extensive criminal record, including his involvement with Cartel del Noreste (CDN) and the Tango Blast gang. Records also showed that while in custody awaiting sentencing in this case, Cadena was involved in numerous altercations with rival gang members such as Hermano Pistoleros Latinos, including incidents involving weapons.

    The court found Cadena to be a leader/organizer within the drug trafficking organization. He coordinated the drug loads, paid co-conspirators for their involvement and reported directly to cartel leaders in Mexico. Cadena was held responsible for organizing the offloading and transport of more than 8,000 pounds of marijuana from multiple tractor trailers in Laredo that had been imported from Mexico.

    “The Department of Justice is going to use all available avenues to crack down on cartel activity operating inside our country,” said Ganjei. “The drug trade inevitably leads to violence, and so every drug dealer or cartel member taken off the street makes our communities a little bit safer.”

    Throughout the course of this multi-year investigation, which includes two related indictments, authorities seized more than 17 tons of marijuana valued at approximately $16.4 million.

    To date, a total of 22 people, including several Mexican nationals, have been convicted for their roles in the conspiracy to transport narcotics for CDN. Their sentences have ranged from 18 months to 168 months in prison.

    Cadena will remain in custody pending a transfer to a U.S. Bureau of Prisons facility to be determined in the near future.

    The Drug Enforcement Administration and the Laredo Police Department conducted the Organized Crime Drug Enforcement Task Forces (OCDETF) operation with the assistance of the Bureau of Alcohol, Tobacco, Firearms and Explosives; U.S. Marshals Service; Border Patrol; Customs and Border Protection; FBI; Homeland Security Investigations; U.S. National Guard; Webb County District Attorney’s Office, Sheriff’s Office and Constable’s Office Precincts 1 and 4; Texas Department of Public Safety; and the Blue Indigo Task Force. OCDETF identifies, disrupts and dismantles the highest-level drug traffickers, money launderers, gangs and transnational criminal organizations that threaten the United States by using a prosecutor-led, intelligence-driven, multi-agency approach that leverages the strengths of federal, state and local law enforcement agencies against criminal networks. Additional information about the OCDETF Program can be found on the Department of Justice’s OCDETF webpage.

    Assistant U.S. Attorneys Jennifer Day and Anthony Evans prosecuted this case.

    MIL Security OSI

  • MIL-OSI Security: Mexican National Sentenced to Over 8 Years in Prison for Distributing Methamphetamine

    Source: Office of United States Attorneys

    FRESNO, Calif. — Dario Mata-Manzo, 33, a Mexican national residing in Fresno, was sentenced today to eight years and eight months in prison for distribution of methamphetamine, Acting U.S. Attorney Michele Beckwith announced.

    According to court documents, in June 2022, Mata-Manzo negotiated the sale of crystal methamphetamine for $1,200 per pound and subsequently delivered 8 pounds of the drug to undercover officers in Fresno. Court documents indicate that Mata-Manzo was connected to an interstate poly-drug trafficking organization.

    This case was the product of an investigation by the Federal Bureau of Investigation, the Drug Enforcement Administration, the Fresno County Sheriff’s Office, and the High Impact Investigation Team (HIIT), a High Intensity Drug Trafficking Area Initiative (HIDTA), which consists of personnel from the California Department of Justice, Fresno Police Department, Fresno County Sheriff’s Office, Fresno County District Attorney’s Office, California Highway Patrol, Madera County Sheriff’s Office, Tulare County Sheriff’s Office, Kings County Sheriff’s Office, and the California Department of Corrections and Rehabilitation. Assistant U.S. Attorney Karen Escobar prosecuted the case.

    The case was investigated under the Organized Crime Drug Enforcement Task Forces (OCDETF). OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. For more information, please visit Justice.gov/OCDETF.

    MIL Security OSI

  • MIL-OSI: Nokia Corporation: Repurchase of own shares on 12.02.2025

    Source: GlobeNewswire (MIL-OSI)

    Nokia Corporation
    Stock Exchange Release
    12 February 2025 at 22:30 EET

    Nokia Corporation: Repurchase of own shares on 12.02.2025

    Espoo, Finland – On 12 February 2025 Nokia Corporation (LEI: 549300A0JPRWG1KI7U06) has acquired its own shares (ISIN FI0009000681) as follows:

    Trading venue (MIC Code) Number of shares Weighted average price / share, EUR*
    XHEL 1,334,463 4.74
    CEUX
    BATE
    AQEU
    TQEX
    Total 1,334,463 4.74

    * Rounded to two decimals

    On 22 November 2024, Nokia announced that its Board of Directors is initiating a share buyback program to offset the dilutive effect of new Nokia shares issued to the shareholders of Infinera Corporation and certain Infinera Corporation share-based incentives. The repurchases in compliance with the Market Abuse Regulation (EU) 596/2014 (MAR), the Commission Delegated Regulation (EU) 2016/1052 and under the authorization granted by Nokia’s Annual General Meeting on 3 April 2024 started on 25 November 2024 and end by 31 December 2025 and target to repurchase 150 million shares for a maximum aggregate purchase price of EUR 900 million.

    Total cost of transactions executed on 12 February 2025 was EUR 6,328,290. After the disclosed transactions, Nokia Corporation holds 246,429,217 treasury shares.

    Details of transactions are included as an appendix to this announcement.

    On behalf of Nokia Corporation

    BofA Securities Europe SA

    About Nokia
    At Nokia, we create technology that helps the world act together.

    As a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs which is celebrating 100 years of innovation.

    With truly open architectures that seamlessly integrate into any ecosystem, our high-performance networks create new opportunities for monetization and scale. Service providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the digital services and applications of the future.

    Inquiries:

    Nokia Communications
    Phone: +358 10 448 4900
    Email: press.services@nokia.com
    Maria Vaismaa, Global Head of External Communications

    Nokia Investor Relations
    Phone: +358 931 580 507
    Email: investor.relations@nokia.com

    Attachment

    The MIL Network