Category: GlobeNewswire

  • MIL-OSI: Euronet Reports Record Results Across All Financial Metrics For The Fourth Quarter And Full Year 2024

    Source: GlobeNewswire (MIL-OSI)

    LEAWOOD, Kan., Feb. 12, 2025 (GLOBE NEWSWIRE) — Euronet (or the “Company”) (NASDAQ: EEFT), a global leader in payments processing and cross-border transactions, today announced fourth quarter and full year 2024 financial results. 

    Euronet reports the following consolidated results for the fourth quarter 2024 compared with the same period of 2023:

    • Revenues of $1,047.3 million, a 9% increase from $957.7 million (10% increase on a constant currency1 basis).
    • Operating income of $122.7 million, a 26% increase from $97.4 million (27% increase on a constant currency basis).
    • Adjusted operating income2 of $122.7 million, a 23% increase from $99.9 million (24% increase on a constant currency basis).
    • Adjusted EBITDA3 of $165.8 million, a 12% increase from $147.6 million (13% increase on a constant currency basis).
    • Net income attributable to Euronet of $45.2 million, or $0.98 diluted earnings per share, compared with $69.3 million, or $1.43 diluted earnings per share.
    • Adjusted earnings per share4 of $2.08, a 10% increase from $1.88.
    • Euronet’s cash and cash equivalents were $1,278.8 million and ATM cash was $643.8 million, totaling $1,922.6 million as of December 31, 2024, and availability under its revolving credit facilities was approximately $1,335 million.

    Euronet reports the following consolidated results for the full year 2024 compared with the same period of 2023:

    • Revenues of $3,989.8 million, an 8% increase from $3,688.0 million (9% increase on a constant currency basis).
    • Operating income of $503.2 million, a 16% increase from $432.6 million (18% increase on a constant currency basis).
    • Adjusted operating income of $502.8 million, a 16% increase from $432.1 million (18% increase on a constant currency basis).
    • Adjusted EBITDA of $678.5 million, a 10% increase from $618.7 million (11% increase on a constant currency basis).
    • Net income attributable to Euronet of $306.0 million, or $6.45 diluted earnings per share, compared with $279.7 million, or $5.50 diluted earnings per share.
    • Adjusted earnings per share of $8.61, a 15% increase from $7.46.

    See the reconciliation of non-GAAP items in the attached financial schedules.

    “I am pleased we delivered 15% growth in Adjusted EPS for the full year — at the top end of our range, driven by strong performance in all three segments. As we entered 2024, we told shareholders that we expected our Adjusted EPS to grow between 10% and 15%, and we would be driving to go through the range. Throughout the year our results increasingly demonstrated that it was likely we would perform at the upper end of that range. Now with these very good fourth quarter results, you can see we performed at the top of the range and even ahead of our historical 10- and 20-year CAGR rates. I would like to also point out that our 2024 adjusted EPS of $8.61 was adversely impacted by significant increases in interest and tax expense, but also benefited from share repurchases. With interest, taxes and share repurchases netting each other, you can see that the 15% increase in adjusted EPS was driven by the 16% increase in operating income made possible by strong revenue growth, scale and cost management. For the fourth quarter we delivered record adjusted EPS of $2.08, a 10% year-over-year increase as well as double-digit growth in operating income and adjusted EBITDA,” stated Michael J. Brown, Euronet’s Chairman and Chief Executive Officer. “EFT delivered double-digit growth across all metrics driven by international travel, growth in merchant acquiring business, fee increase opportunities, and expansion into new markets. Money Transfer produced strong fourth quarter results across all metrics including a 33% growth in digital transactions. In epay, our core business delivered strong results from continued digital branded payments and mobile growth.”

    Adjusted operating income and adjusted EBITDA were adjusted for non-cash purchase accounting adjustments in the EFT Segment during the fourth quarter and full-year of 2023 and the full year of 2024 and a non-cash gain in the full year 2023.

    Taking into consideration recent trends in the business and the global economy, the Company anticipates its 2025 adjusted EPS will grow 12% to 16% year-over-year, consistent with its 10 and 20 year compounded annualized growth rates. This outlook does not include any changes that may develop in foreign exchange rates, interest rates or other unforeseen factors.

    Segment and Other Results

    The EFT Processing Segment reports the following results for the fourth quarter 2024 compared with the same period or date in 2023:

    • Revenues of $265.6 million, a 12% increase from $237.9 million (13% increase on a constant currency basis).
    • Operating income of $37.3 million, a 46% increase from $25.5 million (48% increase on a constant currency basis).
    • Adjusted operating income of $37.3 million, a 33% increase from $28.0 million (35% increase on a constant currency basis).
    • Adjusted EBITDA of $61.7 million, an 18% increase from $52.2 million (19% increase on a constant currency basis).
    • Transactions of 3,203 million, a 35% increase from 2,369 million.
    • Total of 55,248 installed ATMs as of December 31, 2024, a 5% increase from 52,652 at December 31, 2023. Operated 49,945 active ATMs as of December 31, 2024, a 6% increase from 47,303 as of December 31, 2023.

    The EFT Processing Segment reports the following results for the full year 2024 compared with the same period in 2023:

    • Revenues of $1,161.2 million, a 10% increase from $1,058.3 million (10% increase on a constant currency basis).
    • Operating income of $256.0 million, a 24% increase from $206.3 million (25% increase on a constant currency basis).
    • Adjusted operating income of $255.6 million, a 24% increase from $205.8 million (25% increase on a constant currency basis).
    • Adjusted EBITDA of $353.5 million, an 18% increase from $300.4 million (19% increase on a constant currency basis).
    • Transactions of 11,424 million, a 35% increase from 8,473 million.

    Revenue, operating income, and adjusted EBITDA growth for both the fourth quarter and full year 2024 was driven by continued growth in transactions in nearly all markets, new market expansion, fee increase opportunities, cost management and growth in the merchant acquiring business with adjusted EBITDA doubling in the last two years.

    The EFT Segment’s total installed ATMs at December 31, 2024 grew 5% over December 31, 2023 ATMs due to the net addition of 1,729 Euronet-owned ATMs, 773 new outsourcing ATMs and the addition of 94 low-margin ATMs in India. The difference between installed and active ATMs relates to ATMs that have been seasonally deactivated. 

    The epay Segment reports the following results for the fourth quarter 2024 compared with the same period or date in 2023:

    • Revenues of $342.2 million, an 8% increase from $316.7 million (10% increase on a constant currency basis).
    • Operating income of $48.0 million, a 10% increase from $43.6 million (12% increase on a constant currency basis).
    • Adjusted EBITDA of $49.9 million, a 10% increase from $45.4 million (12% increase on a constant currency basis).
    • Transactions of 1,185 million, a 31% increase from 906 million.
    • POS terminals of approximately 777,000 as of December 31, 2024, a 5% decrease from approximately 821,000.
    • Retailer locations of approximately 362,000 as of December 31, 2024, a 3% increase from approximately 352,000.

    The epay Segment reports the following results for the full year 2024 compared with the same period in 2023:

    • Revenues of $1,150.5 million, a 6% increase from $1,082.4 million (7% increase on a constant currency basis).
    • Operating income of $129.9 million, a 3% increase from $126.2 million (4% increase on a constant currency basis).
    • Adjusted EBITDA of $137.2 million, a 3% increase from $133.1 million (4% increase on a constant currency basis).
    • Transactions of 4,374 million, a 15% increase from 3,789 million.

    Fourth quarter and full year 2024 constant currency revenue, operating income and adjusted EBITDA growth was driven by continued expansion of digital branded payment and mobile sales.

    The Money Transfer Segment reports the following results for the fourth quarter 2024 compared with the same period or date in 2023:

    • Revenues of $441.9 million, a 9% increase from $405.1 million (9% increase on a constant currency basis).
    • Operating income of $58.4 million, a 13% increase from $51.9 million (12% increase on a constant currency basis).
    • Adjusted EBITDA of $64.4 million, a 9% increase from $59.3 million (9% increase on a constant currency basis).
    • Total transactions of 46.9 million, an 11% increase from 42.4 million.
    • Network locations of approximately 607,000 as of December 31, 2024, a 5% increase from approximately 580,000.

    The Money Transfer Segment reports the following results for the full year 2024 compared with the same period in 2023:

    • Revenues of $1,686.5 million, an 8% increase from $1,555.2 million (9% increase on a constant currency basis).
    • Operating income of $201.0 million, an 8% increase from $185.4 million (9% increase on a constant currency basis).
    • Adjusted EBITDA of $227.0 million, a 5% increase from $216.4 million (5% increase on a constant currency basis).
    • Total transactions of 176.9 million, a 9% increase from 161.7 million.

    Fourth quarter constant currency revenue, operating income and adjusted EBITDA growth was the result of 14% growth in U.S.-outbound transactions, 11% growth in international-originated money transfers and 8% growth in xe transactions, partially offset by a 14% decline in the intra-U.S. business. These transaction growth rates include 33% growth in direct-to-consumer digital transactions.

    Full year 2024 constant currency revenue, operating income, and adjusted EBITDA growth was the result of 12% growth in U.S.-outbound transactions, 11% growth in international-originated money transfers and 16% growth in xe transactions, partially offset by a 14% decline in the intra-U.S. business. These transaction growth rates include 28% growth in direct-to-consumer digital transactions.

    Corporate and Other reports $21.0 million of expense for the fourth quarter 2024 compared with $23.6 million for the fourth quarter 2023. For the full year 2024, Corporate and Other reports $83.7 million of expense compared with $85.3 million for the full year 2023. The decrease in corporate expenses for both the fourth quarter and full year 2024 is largely the result of a decrease in long-term compensation expenses based on lower share value. 

    Balance Sheet and Financial Position
    Unrestricted cash and cash equivalents on hand were $1,278.8 million as of December 31, 2024, compared to $1,524.1 million as of September 30, 2024. The net decrease in unrestricted cash and cash equivalents during the quarter is mainly due to working capital fluctuations, repayment of short-term borrowings, $50 million in share repurchases, partially offset by cash generated from operations. Total indebtedness was $1,949.8 million as of December 31, 2024, compared to $2,278.8 million as of September 30, 2024. The decrease in debt was largely due to repayment of short-term borrowings. Availability under the Company’s revolving credit facility was approximately $1,335 million as of December 31, 2024. The increase in availability of the revolving credit facility was primarily the result of an increase and extension of our credit facility in December 2024 from $1.25 billion to $1.90 billion.

    Non-GAAP Measures
    In addition to the results presented in accordance with U.S. GAAP, the Company presents non-GAAP financial measures, such as constant currency financial measures, adjusted operating income, adjusted EBITDA, and adjusted earnings per share. These measures should be used in addition to, and not a substitute for, revenues, net income and earnings per share computed in accordance with U.S. GAAP. We believe that these non-GAAP measures provide useful information to investors regarding the Company’s performance and overall results of operations. These non-GAAP measures are also an integral part of the Company’s internal reporting and performance assessment for executives and senior management. The non-GAAP measures used by the Company may not be comparable to similarly titled non-GAAP measures used by other companies. The attached schedules provide a full reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measure.

    The Company does not provide a reconciliation of its forward-looking non-GAAP measures to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for GAAP and the related GAAP and non-GAAP reconciliation, including adjustments that would be necessary for foreign currency exchange rate fluctuations and other charges reflected in the Company’s reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.

    (1) Constant currency financial measures are computed as if foreign currency exchange rates did not change from the prior period. This information is provided to illustrate the impact of changes in foreign currency exchange rates on the Company’s results when compared to the prior period.

    (2) Adjusted operating income is defined as operating income excluding, to the extent incurred in the period, non-cash gains and non-cash purchase accounting adjustments. Adjusted operating income represents a performance measure and is not intended to represent a liquidity measure.

    (3) Adjusted EBITDA is defined as net income excluding, to the extent incurred in the period, interest expense, income tax expense, depreciation, amortization, share-based compensation, non-cash gains, non-cash purchase accounting adjustments and other non-operating or non-recurring items that are considered expenses or income under U.S. GAAP. Adjusted EBITDA represents a performance measure and is not intended to represent a liquidity measure.

    (4Adjusted earnings per share is defined as diluted U.S. GAAP earnings per share excluding, to the extent incurred in the period, the tax-effected impacts of: a) foreign currency exchange gains or losses, b) share-based compensation, c) acquired intangible asset amortization, d) non-cash income tax expense, e) non-cash gains and non-cash purchase accounting adjustments, f) other non-operating or non-recurring items and g) dilutive shares relate to the Company’s convertible bonds. Adjusted earnings per share represents a performance measure and is not intended to represent a liquidity measure.

    Conference Call and Slide Presentation
    Euronet Worldwide will host an analyst conference call on February 13, 2025, at 9:00 a.m. Eastern Time to discuss these results. The call may also include discussion of Company developments on the Company’s operations, forward-looking information, and other material information about business and financial matters. To listen to the call via telephone please register at Euronet Worldwide Fourth Quarter 2024 Earnings Call. The conference call will also be available via webcast at http://ir.euronetworldwide.com. Participants should register at least five minutes prior to the scheduled start time of the event. A slideshow will be included in the webcast.

    A webcast replay will be available beginning approximately one hour after the event at http://ir.euronetworldwide.com and will remain available for one year.

    About Euronet Worldwide, Inc.
    A global leader in payments processing and cross-border transactions, Euronet moves money in all the ways consumers and businesses depend upon. This includes money transfers, credit/debit processing, ATMs, point-of-sale services, branded payments, currency exchange and more. With products and services in more than 200 countries and territories provided through its own brand and branded business segments, Euronet and its financial technologies and networks make participation in the global economy easier, faster and more secure for everyone.

    Starting in Central Europe in 1994, Euronet now supports an extensive global real-time digital and cash payments network that includes 55,248 installed ATMs, approximately 1,160,000 EFT point-of-sale terminals and a growing portfolio of outsourced debit and credit card services which are under management in 67 countries; card software solutions; a prepaid processing network of approximately 777,000 point-of-sale terminals at approximately 362,000 retailer locations in 64 countries; and a global money transfer network of approximately 607,000 locations serving 197 countries and territories with digital connections to 4.1 billion bank accounts and 3.1 billion digital wallet accounts. Euronet serves clients from its corporate headquarters in Leawood, Kansas, USA, and 67 worldwide offices. For more information, please visit the Company’s website at www.euronetworldwide.com.

    Statements contained in this news release that concern Euronet’s or its management’s intentions, expectations, or predictions of future performance, are forward-looking statements. Euronet’s actual results may vary materially from those anticipated in such forward-looking statements as a result of a number of factors, including: conditions in world financial markets and general economic conditions, including impacts from the COVID-19 or other pandemics; inflation; military conflicts in the Ukraine and the Middle East, and the related economic sanctions; our ability to successfully integrate any acquired operations; economic conditions in specific countries and regions; technological developments affecting the market for our products and services; our ability to successfully introduce new products and services; foreign currency exchange rate fluctuations; the effects of any breach of our computer systems or those of our customers or vendors, including our financial processing networks or those of other third parties; interruptions in any of our systems or those of our vendors or other third parties; our ability to renew existing contracts at profitable rates; changes in fees payable for transactions performed for cards bearing international logos or over switching networks such as card transactions on ATMs; our ability to comply with increasingly stringent regulatory requirements, including anti-money laundering, anti-terrorism, anti-bribery, consumer and data protection and privacy; changes in laws and regulations affecting our business, including tax and immigration laws and any laws regulating payments, including dynamic currency conversion transactions; changes in our relationships with, or in fees charged by, our business partners; competition; the outcome of claims and other loss contingencies affecting Euronet; the cost of borrowing (including fluctuations in interest rates), availability of credit and terms of and compliance with debt covenants; and renewal of sources of funding as they expire and the availability of replacement funding. These risks and other risks are described in the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Copies of these filings may be obtained via the SEC’s Edgar website or by contacting the Company. Any forward-looking statements made in this release speak only as of the date of this release. Except as may be required by law, Euronet does not intend to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances. The Company regularly posts important information to the investor relations section of its website. 

     EURONET WORLDWIDE, INC.
     Condensed Consolidated Balance Sheets
     (in millions)
           
      As of    
      December 31,   As of
      2024   December 31,
      (unaudited)   2023
    ASSETS      
    Current assets:      
    Cash and cash equivalents $ 1,278.8   $ 1,254.2
    ATM cash 643.8   525.2
    Restricted cash 9.2   15.2
    Settlement assets 1,522.7   1,681.5
    Trade accounts receivable, net 284.9   370.6
    Prepaid expenses and other current assets 297.1   316.0
    Total current assets 4,036.5   4,162.7
           
    Property and equipment, net 329.7   332.1
    Right of use lease asset, net 132.1   142.6
    Goodwill and acquired intangible assets, net 1,048.1   1,015.1
    Other assets, net 288.1   241.9
           
    Total assets $ 5,834.5   $ 5,894.4
           
    LIABILITIES AND EQUITY      
    Current liabilities:      
    Settlement obligations $ 1,522.7   $ 1,681.5
    Accounts payable and other current liabilities 841.0   816.9
    Current portion of operating lease liabilities 48.3   50.3
    Short-term debt obligations 814.0   151.9
    Total current liabilities 3,226.0   2,700.6
           
    Debt obligations, net of current portion 1,134.4   1,715.4
    Operating lease liabilities, net of current portion 87.4   95.8
    Capital lease obligations, net of current portion 1.4   2.3
    Deferred income taxes 71.8   47.0
    Other long-term liabilities 84.3   83.6
    Total liabilities 4,605.3   4,644.7
    Equity 1,229.2   1,249.7
           
    Total liabilities and equity $ 5,834.5   $ 5,894.4
                                   
    EURONET WORLDWIDE, INC.
     Consolidated Statements of Operations
     (unaudited – in millions, except share and per share data)
                           
        Year Ended     Three Months Ended
        December 31,     December 31,
        2024         2023     2024   2023
                           
    Revenues $ 3,989.8       $ 3,688.0     $ 1,047.3       $ 957.7  
                           
    Operating expenses:                      
    Direct operating costs   2,389.3         2,222.8     640.8       596.4  
    Salaries and benefits   650.2         602.9     167.9       158.0  
    Selling, general and administrative   315.3         296.8     83.4       72.4  
    Depreciation and amortization   131.8         132.9     32.5       33.5  
    Total operating expenses   3,486.6         3,255.4     924.6       860.3  
    Operating income   503.2         432.6     122.7       97.4  
                           
    Other income (expense):                      
    Interest income   23.8         15.2     5.7       5.1  
    Interest expense   (80.5 )       (55.6 )   (21.3 )     (16.5 )
    Foreign currency exchange (loss) gain   (19.1 )       8.0     (35.5 )     11.6  
    Other income   21.5         0.2     4.3       0.3  
    Total other (expense) income, net   (54.3 )       (32.2 )   (46.8 )     0.5  
    Income before income taxes   448.9         400.4     75.9       97.9  
                           
    Income tax expense   (142.6 )       (120.9 )   (30.6 )     (28.4 )
                           
    Net income   306.3         279.5     45.3       69.5  
    Net (income) loss attributable to non-controlling interests   (0.3 )       0.2     (0.1 )     (0.2 )
    Net income attributable to Euronet Worldwide, Inc. $ 306.0       $ 279.7     $ 45.2       $ 69.3  
    Add: Interest expense from assumed conversion of convertible notes, net of tax   4.2         4.2       0.9         1.0  
    Net income for diluted earnings per share calculation $ 310.2       $ 283.9     $ 46.1       $ 70.3  
    Earnings per share attributable to Euronet                      
    Worldwide, Inc. stockholders – diluted $ 6.45       $ 5.50     $ 0.98       $ 1.43  
                           
    Diluted weighted average shares outstanding   48,082,766         51,599,633     47,050,602       49,066,284  

     

     EURONET WORLDWIDE, INC.
    Reconciliation of Net Income to Operating Income (Expense), Adjusted Operating Income (Expense) and Adjusted EBITDA
     (unaudited – in millions)
                       
      Three months ended December 31, 2024
                       
      EFT Processing   epay   Money Transfer   Corporate Services   Consolidated
                       
    Net income                 $ 45.3  
                       
    Add: Income tax expense                 30.6  
    Add: Total other expense, net                 46.8  
                       
    Operating income (expense) $ 37.3     $ 48.0     $ 58.4     $ (21.0 )     $ 122.7  
                       
    Add: Depreciation and amortization 24.4     1.9     6.0     0.2       32.5  
    Add: Share-based compensation             10.6       10.6  
                       
    Earnings before interest, taxes, depreciation, amortization, share-based compensation (Adjusted EBITDA) (1) $ 61.7     $ 49.9     $ 64.4     $ (10.2 )     $ 165.8  
                       
      Three months ended December 31, 2023
                       
      EFT Processing   epay   Money Transfer   Corporate Services   Consolidated
                       
    Net income                 $ 69.5  
                       
    Add: Income tax expense                 28.4  
    Less: Total other income, net                 (0.5 )
                       
    Operating income (expense) $ 25.5     $ 43.6     $ 51.9     $ (23.6   )   $ 97.4  
    Add: non-cash purchase accounting expense adjustment   2.5                           2.5  
    Adjusted operating income (expense) (1)   28.0       43.6       51.9       (23.6   )     99.9  
                       
    Add: Depreciation and amortization 24.2     1.8     7.4     0.1       33.5  
    Add: Share-based compensation             14.2       14.2  
                       
    Earnings before interest, taxes, depreciation, amortization, non-cash purchase accounting expense adjustment and share-based compensation (Adjusted EBITDA) (1) $ 52.2     $ 45.4     $ 59.3     $ (9.3   )   $ 147.6  

    (1) Adjusted operating income (expense) and Adjusted EBITDA are non-GAAP measures that should be considered in addition to, and not a substitute for, net income computed in accordance with U.S. GAAP. 

     EURONET WORLDWIDE, INC.
    Reconciliation of Net Income to Operating Income (Expense), Adjusted Operating Income (Expense) and Adjusted EBITDA
     (unaudited – in millions)
                       
      Twelve months ended December 31, 2024
                       
      EFT Processing   epay   Money Transfer   Corporate Services   Consolidated
                       
    Net income                 $ 306.3  
                       
    Add: Income tax expense                 142.6  
    Add: Total other expense, net                 54.3  
                       
    Operating income (expense) $ 256.0     $ 129.9     $ 201.0     $ (83.7 )   $ 503.2  
                       
    Less: Non-cash purchase accounting income adjustment (0.4 )               (0.4 )
    Adjusted operating income (expense) (1) 255.6     129.9     201.0     (83.7 )   502.8  
                           
    Add: Depreciation and amortization 97.9     7.3     26.0     0.6     131.8  
    Add: Share-based compensation             43.9     43.9  
                       
    Earnings before interest, taxes, depreciation, amortization, non-cash purchase accounting income adjustment and share-based compensation (Adjusted EBITDA) (1) $ 353.5     $ 137.2     $ 227.0     $ (39.2 )   $ 678.5  
                       
      Twelve months ended December 31, 2023
                       
      EFT Processing   epay   Money Transfer   Corporate Services   Consolidated
                       
    Net income                 $ 279.5  
                       
    Add: Income tax expense                 120.9  
    Add: Total other expense, net                 32.2  
                       
    Operating income (expense) $ 206.3     $ 126.2     $ 185.4     $ (85.3 )   $ 432.6  
                       
    Add: Non-cash purchase accounting expense adjustment 2.5                 2.5  
    Less: Non-cash gain (3.0 )               (3.0 )
    Adjusted operating income (expense) (1) 205.8     126.2     185.4     (85.3 )   432.1  
                           
    Add: Depreciation and amortization 94.6     6.9     31.0     0.4     132.9  
    Add: Share-based compensation             53.7     53.7  
                       
    Earnings before interest, taxes, depreciation, amortization, non-cash purchase accounting expense adjustment, non-cash gain and share-based compensation (Adjusted EBITDA) (1) $ 300.4     $ 133.1     $ 216.4     $ (31.2 )   $ 618.7  

    (1) Adjusted operating income (expense) and Adjusted EBITDA are non-GAAP measures that should be considered in addition to, and not a substitute for, net income computed in accordance with U.S. GAAP. 

    EURONET WORLDWIDE, INC.
    Reconciliation of Adjusted Earnings per Share
     (unaudited – in millions, except share and per share data)
                                   
      Year Ended    Three Months Ended
      December 31,   December 31,
        2024         2023       2024         2023  
                                   
    Net income attributable to Euronet Worldwide, Inc. $ 306.0       $ 279.7     $ 45.2       $ 69.3  
                                   
    Foreign currency exchange loss (gain)   19.1         (8.0 )     35.5         (11.6 )
    Intangible asset amortization(1)   21.7         24.4       4.7         5.4  
    Share-based compensation(2)   43.9         53.7       10.6         14.2  
    Non-cash gain(3)           (3.0 )              
    Non-cash purchase accounting (income) expense adjustment(4)   (0.4 )       2.5               2.5  
    Income tax effect of above adjustments(5)   13.2         (3.0 )     3.2         1.2  
    Non-cash investment gain(6)   (20.3 )             (3.5 )        
    Non-cash GAAP tax expense (benefit)(7)   9.9         19.7       (3.1 )       6.4  
                                   
    Adjusted earnings(8) $ 393.1       $ 366.0     $ 92.6       $ 87.4  
                                   
    Adjusted earnings per share – diluted(8) $ 8.61       $ 7.46     $ 2.08       $ 1.88  
                                   
    Diluted weighted average shares outstanding (GAAP)   48,082,766         51,599,633       47,050,602         49,066,284  
    Effect of adjusted EPS dilution of convertible notes   (2,781,818 )       (2,781,818 )     (2,781,818 )       (2,781,818 )
    Effect of unrecognized share-based compensation on diluted shares outstanding   369,573         230,000       295,559         158,030  
    Adjusted diluted weighted average shares outstanding   45,670,521         49,047,815       44,564,343         46,442,496  

    (1) Intangible asset amortization of $4.7 million and $5.4 million are included in depreciation and amortization expense of $32.5 million and $ 33.5 million for both the three months ended December 31, 2024 and December 31, 2023, in the consolidated statements of operations. Intangible asset amortization of $21.7 million and $24.4 million are included in depreciation and amortization expense of $131.8 million and $132.9 million for the twelve months ended December 31, 2024 and December 31, 2023, respectively, in the consolidated statements of operations. 

    (2) Share-based compensation of $10.6 million and $14.2 million are included in salaries and benefits expense of $167.9 million and $158.0 million for the three months ended December 31, 2024 and December 31, 2023, respectively, in the consolidated statements of operations. Share-based compensation of $43.9 million and $53.7 million are included in salaries and benefits expense of $650.2 million and $602.9 million for the twelve months ended December 31, 2024 and December 31, 2023, respectively, in the consolidated statements of operations.

    (3) A non-cash gain of $3.0 million is included in operating income for the twelve months ended December 31, 2023, in the consolidated statements of operations. 

    (4) Non-cash purchase accounting (income)/expense adjustment of respectively ($0.4) million and $2.5 million is included in operating income for the twelve months ended December 31, 2024 and December 31, 2023 in the consolidated statement of operations. 

    (5) Adjustment is the aggregate U.S. GAAP income tax effect on the preceding adjustments determined by applying the applicable statutory U.S. federal, state and/or foreign income tax rates. 

    (6) Non-cash investment gain of respectively $3.5 million and $20.3 million for the three and twelve months ended December 31, 2024 is included in other income in the consolidated statement of operations.

    (7) Adjustment is the non-cash GAAP tax impact recognized on certain items such as the utilization of certain material net deferred tax assets and amortization of indefinite-lived intangible assets.

    (8) Adjusted earnings and adjusted earnings per share are non-GAAP measures that should be considered in addition to, and not as a substitute for, net income and earnings per share computed in accordance with U.S. GAAP. 

    The MIL Network

  • MIL-OSI: Nokia and Cellcard upgrade residential fiber broadband network in Cambodia

    Source: GlobeNewswire (MIL-OSI)

    Press Release

    Nokia and Cellcard upgrade residential fiber broadband network in Cambodia

    • Cellcard deploys Nokia’s next-generation XGS-PON solution, providing multi-gigabit broadband access to homes and businesses across Cambodia.
    • Cellcard uses Nokia’s Lightspan and Altiplano solutions to automate and increase the performance of its residential fiber broadband network.  
    • The upgraded network will enable Cellcard to provide enhanced broadband services and support new high-speed, low-latency applications such as Augmented Reality (AR) and Virtual Reality (VR).

    13 February 2025
    Phnom Penh, Cambodia – Nokia today announced that CAMGSM PLC, commercially known as Cellcard, will migrate its fiber network from GPON to XGS-PON using Nokia’s Lightspan and Altiplano broadband solutions. The modernized network will improve end-user experiences and provide up to 10Gb/s internet speeds to customers. It will also help Cellcard increase competitive advantage and enhance the reliability, flexibility, and scale of its fiber network to better support evolving customer demands.

    Under the agreement, Cellcard will deploy Nokia’s Lightspan Optical Line Terminals (OLTs) and its Altiplano Access Controller in the capital city of Phnom Penh, Siem Reap, and other major cities across the region. Nokia’s Altiplano Access Controller provides a cloud-native platform with a complete suite of network management and SDN control functions that will enable Cellcard to better visualize, automate and optimize the broadband access services it offers. Using Nokia’s Lightspan access nodes, Cellcard will also be able to establish a future-ready network that can seamlessly evolve to 25G PON and immediately address the growing demand for more capacity.

    Asitha De Costa, ICT Division CIO at Cellcard, said: “We are dedicated to delivering a best-in-class network experience to our customers, especially as data consumption continues to rise and individuals rely more on digital infrastructure for their professional and personal activities. We are delighted to collaborate with Nokia for the first time in our fiber networks domain to enhance the residential broadband experience of our subscribers. The new network will enable our users to enjoy high-bandwidth-consuming applications like gaming while enhancing network efficiency through automation.”

    Ajay Sharma, Head of South-East Asia North Sales, Network Infrastructure at Nokia, said: “We remain committed to helping service providers across the world transition to XGS-PON and automation to better support the growing demand for 10Gb/s services and need for improved network utilization and operational efficiencies. Our field-proven Lightspan and Altiplano solutions will help Cellcard modernize its fiber broadband network and enable them to reduce its power expenditure and lower its carbon emissions. This significant project reinforces our longstanding partnership with Cellcard.”

    Resources and additional information
    Product page: Altiplano Access Controller
    Product page: Lightspan FX fiber access nodes

    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.

    Media inquiries
    Nokia Communications, Asia Pacific
    Email: cordia.so@nokia.com

    Nokia Press Office
    Email: Press.Services@nokia.com

    Follow us on social media
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    The MIL Network

  • MIL-OSI: Madison Pacific Properties Inc. declares dividend

    Source: GlobeNewswire (MIL-OSI)

    VANCOUVER, British Columbia, Feb. 12, 2025 (GLOBE NEWSWIRE) — Madison Pacific Properties Inc. (the Company) (TSX: MPC and MPC.C), a Vancouver-based real estate company declares dividend.

    The Company is pleased to announce that a $.0525 per share dividend on each of the Class B voting common shares and Class C non-voting shares will be payable March 3, 2025 to shareholders of record on February 24, 2025. The dividend is considered an “eligible dividend” for tax purposes.

    Contact: Mr. John Delucchi
    President & CEO
    Ms. Bernice Yip
    Chief Financial Officer
    Telephone: (604) 732-6540 (604) 732-6540
     
    Address: 389 West 6th Avenue
    Vancouver, B.C. V5Y 1L1

    The MIL Network

  • MIL-OSI: Community Hospital Corporation and CarePilot Forge Strategic Partnership Following Successful Pilot of Ambient AI Technology

    Source: GlobeNewswire (MIL-OSI)

    KANSAS CITY, Mo. and PLANO, Texas, Feb. 12, 2025 (GLOBE NEWSWIRE) — CarePilot, a leader in AI-driven medical documentation for community healthcare, today announced a new strategic partnership with Plano, TX based Community Hospital Corporation (CHC) following a successful pilot of CarePilot’s ambient AI technology in several CHC facilities. Under this partnership, CHC plans to deploy and distribute CarePilot’s AI scribe solution across their managed and affiliated hospitals nationwide.

    • CarePilot’s ambient AI technology transforms spoken clinical conversations into comprehensive, structured documentation, enabling clinicians to focus on delivering patient care rather than on administrative tasks. This partnership is expected to streamline clinical workflows and ultimately enhance the patient experience throughout CHC’s extensive network.

    “We’re excited to work with CarePilot to bring AI to community health care and improve the experience for our patients and providers,” said Joe Ford, Regional Vice President of Information Technology at CHC.

    CHC is renowned for its support of community-based hospitals nationwide. The organization is either directly responsible for or supports the day-to-day operations of 23 hospitals across the country.  Additionally, CHC Consulting, CHC IT management, Telecom and Supply chain programs extend its influence to over 200 network hospitals. This broad reach positions CHC as a pivotal force in enhancing community health care delivery across diverse regions. By integrating CarePilot’s AI solution, the partnership aims to reduce administrative burdens on clinicians, optimize clinical documentation, and foster more meaningful interactions between healthcare providers and their patients.

    “We’re committed to bringing cutting-edge technology to rural and community hospitals. Our collaboration with CarePilot and their ambient AI platform is a testament to that commitment. By automating documentation in ambulatory, ED, and inpatient settings, and ensuring seamless compatibility with various EHRs, we’re not only improving operational efficiency, but also making this advanced technology accessible to our dedicated healthcare professionals, ultimately driving better patient outcomes in the communities we serve.”

    About CarePilot
    CarePilot is at the forefront of AI-driven documentation solutions for community healthcare. Its cutting-edge AI scribe technology converts clinical conversations into detailed clinical notes, reducing the administrative burden on providers and allowing them to focus on what truly matters—patient care. Designed for seamless integration into existing clinical workflows, CarePilot’s solution is transforming the landscape of clinical documentation across community health settings.

    About CHC Community Hospital Corporation
    Community Hospital Corporation owns, manages and consults with hospitals through CHC Hospitals, CHC Consulting and CHC ContinueCARE with the purpose to collaborate with partners and bring innovative solutions to support the vibrancy and accessibility of community healthcare. Based in Plano, Texas, CHC provides the resources and experience community hospitals need to improve quality outcomes, patient satisfaction and financial performance.

    For more information, please visit www.carepilot.com or www.chc.com.

    CONTACT:
    Joseph Tutera, CEO
    sales@carepilot.com
    6550 Sprint Parkway
    Suite 200
    Overland Park, Kansas, 66211, USA

    The MIL Network

  • MIL-OSI: Precision Drilling Announces 2024 Fourth Quarter and Year End Unaudited Financial Results

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, Feb. 12, 2025 (GLOBE NEWSWIRE) — This news release contains “forward-looking information and statements” within the meaning of applicable securities laws. For a full disclosure of the forward-looking information and statements and the risks to which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information and Statements” later in this news release. This news release contains references to certain Financial Measures and Ratios, including Adjusted EBITDA (earnings before income taxes, gain on acquisition, loss on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, loss on asset decommissioning, gain on asset disposals and depreciation and amortization), Funds Provided by (Used in) Operations, Net Capital Spending, Working Capital and Total Long-term Financial Liabilities. These terms do not have standardized meanings prescribed under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures used by other companies. See “Financial Measures and Ratios” later in this news release.

    Financial Highlights and 2025 Capital Allocation Plans

    • Revenue in the fourth quarter was $468 million, an 8% decrease from 2023 as activity increases in Canadian drilling, well servicing, and international were more than offset by lower activity and day rates in the U.S.
    • Adjusted EBITDA(1) was $121 million in the quarter and included $15 million of share-based compensation charges, $4 million for rig reactivation costs and $4 million of non-recurring charges. In 2023, fourth quarter Adjusted EBITDA was $151 million and included share-based compensation charges of $13 million.
    • Net earnings attributable to shareholders was $15 million or $1.06 per share in the fourth quarter compared to $147 million or $10.42 per share as net earnings in 2023 included an income tax recovery of $69 million and a gain on acquisition of $26 million.
    • In 2024, we invested $217 million into our fleet and infrastructure, including multiple contracted rig upgrades and the strategic purchase of drill pipe for use in 2025. We expect to invest $225 million into our fleet and infrastructure in 2025, which may fluctuate with activity levels and customer contract upgrade opportunities.
    • For the year ended December 31, 2024, we achieved our annual debt reduction and return of shareholder capital targets, reducing debt by $176 million and repurchasing $75 million of common shares while building cash by $20 million. Precision has consistently met or exceeded its capital allocation goals since implementation in 2016.
    • For 2025, we expect to reduce debt by at least $100 million in 2025 and have increased our long-term debt reduction target to $700 million and extended our debt reduction period to 2027. In 2025, we plan to increase direct shareholder returns to 35% to 45% of free cash flow, before debt repayments. To the extent excess cash is generated these allocations may be increased.

    Operational Highlights

    • Demand for our services continues to be strong and in 2024 our Canadian and international drilling rig utilization days increased 12% and 37%, respectively, while our well servicing rig operating hours increased 26% over 2023.
    • In the fourth quarter, Canada’s activity averaged 65 active drilling rigs versus 64 in the same quarter last year. Our Super Triple and Super Single rigs remain in high demand and are nearly fully utilized. Canadian revenue per utilization day was $35,675, up from $34,616 in the fourth quarter of 2023.
    • Our U.S. activity has remained relatively consistent since mid-2024. We averaged 34 drilling rigs in the fourth quarter with revenue per utilization day of US$30,991 versus 45 drilling rigs at US$34,452 in 2023’s fourth quarter.
    • International activity increased 6% over the same period last year while revenue per utilization day was US$49,636 compared to US$49,872 in the fourth quarter of 2023.
    • Service rig operating hours in the fourth quarter totaled 59,834, representing a 6% increase over the same quarter last year partially driven by the CWC Energy Services Corp. (CWC) acquisition in November of 2023.

    (1) See “FINANCIAL MEASURES AND RATIOS.”

    MANAGEMENT COMMENTARY

    “Through 2024 Precision demonstrated remarkable market resilience despite weaker than expected U.S. customer demand and late year customer budget exhaustion in Canada. We continued our long-term record of meeting or exceeding our capital allocation targets every year since 2016 with $176 million of debt reduction, $75 million of share buybacks, while increasing our cash balance by $20 million. In the fourth quarter, approximately $8 million of reactivation costs and non-recurring items impacted our financial results, along with slightly lower than expected Canadian customer demand. Despite these fourth quarter headwinds we continued investing in our core business lines, including purchasing approximately $18 million of drill pipe in advance of potential tariffs, investing $3 million to begin reactivating two idle Canadian Super Single rigs to meet demand in 2025, and upgrading one rig for Canadian heavy oil pad drilling opportunities.

    “The outlook for Canada remains very strong given robust heavy oil activity following the startup of the Trans Mountain pipeline expansion in May 2024 and the imminent startup of LNG Canada in mid-2025. My enthusiasm is further underpinned by the pace of rig reactivations following the seasonal Christmas break and the stable winter activity we have experienced to date with 81 rigs working since mid-January. The uncertainty introduced by potential U.S. tariffs on Canadian oil and gas exports, has been tempered and we have not experienced any change in customer demand or their longer-term capital spending plans.

    “In Canada, our drilling utilization days increased 12% over 2023 and our Super Triple and Super Single rigs, which represent approximately 80% of our Canadian fleet, are nearly fully utilized. Demand for our Super Triple fleet, which is the preferred rig for Montney drilling, is driven by robust condensate fundamentals and the startup of LNG Canada this year. Demand for our Super Single fleet is driven by increased activity in heavy oil targeted areas as customers are benefiting from improved commodity pricing, following the startup of Trans Mountain, and a softening Canadian dollar.

    “Internationally, our drilling utilization days increased 37% in 2024 following the recertification and reactivation of four rigs in 2023. In 2024, we had eight rigs working on term contracts, five in Kuwait and three in the Kingdom of Saudi Arabia. The majority of these rigs are under five-year term contracts that extend into 2027 and 2028, providing predictable cash flow for the next few years.

    “In our Completion and Production Services business, our well servicing operating hours increased 26% over 2023 levels following the successful integration of CWC, where we achieved significant operating synergies. Our Completion and Production Services Adjusted EBITDA increased 30% year over year, which was slightly below our expectation due to late year customer budget exhaustion impacting our activity and rental business. I am very pleased with how we have transformed our Completion and Production Services business with two strategic tuck-in acquisitions. The High Arctic and CWC acquisitions more than doubled our Completion and Production revenue and Adjusted EBITDA since 2021 and solidified Precision as the premier well service provider in Canada.

    “During the year, Precision generated $482 million of cash provided by operations, allowing us to meet our capital return targets and invest $217 million into our fleet and infrastructure, which included multiple drilling rig upgrades and the strategic purchase of drill pipe for use in 2025. We expect to invest approximately $225 million in 2025, which reflects a weaker Canadian dollar and includes expected customer funded upgrades across our North American operations, including approximately $30 million in US fleet upgrades for customers targeting extended reach laterals.

    “With sustained free cash flow as a key differentiator of our business, we remain focused on reducing debt and increasing direct returns to shareholders. In 2025, we expect to reduce debt by at least $100 million, reinforcing our commitment to achieving a sustained Net Debt to Adjusted EBITDA ratio(1) of below 1.0 times. As we continue to realize the benefits of lower debt levels, we have increased our long-term debt reduction target by $100 million to $700 million and extended the debt reduction period by one year to 2027. In 2025, our goal is to increase our direct capital returns to shareholders by allocating 35% to 45% of free cash flow, before debt repayments, while continuing to move towards 50% of free cash flow thereafter, with excess cash potentially used to increase these allocations.

    “I would like to thank our employees for their dedication and commitment to serving our customers, and our shareholders for their continued support. With positive long-term fundamentals associated with global oil and natural gas demand and particularly the unique fundamentals driving drilling activity in our core geographic markets, I am confident we will continue to drive shareholder value,” concluded Mr. Neveu.

    (1) See “FINANCIAL MEASURES AND RATIOS.”

    SELECT FINANCIAL AND OPERATING INFORMATION
    Financial Highlights

      For the three months ended
    December 31,
        For the year ended
    December 31,
     
    (Stated in thousands of Canadian dollars, except per share amounts)   2024       2023     % Change       2024       2023     % Change  
    Revenue   468,171       506,871       (7.6 )     1,902,328       1,937,854       (1.8 )
    Adjusted EBITDA(1)   120,526       151,231       (20.3 )     521,221       611,118       (14.7 )
    Net earnings   14,930       146,722       (89.8 )     111,330       289,244       (61.5 )
    Net earnings attributable to shareholders   14,795       146,722       (89.9 )     111,195       289,244       (61.6 )
    Cash provided by operations   162,791       170,255       (4.4 )     482,083       500,571       (3.7 )
    Funds provided by operations(1)   120,535       145,189       (17.0 )     463,372       533,409       (13.1 )
                                       
    Cash used in investing activities   61,954       57,627       7.5       202,986       214,784       (5.5 )
    Capital spending by spend category(1)                                  
    Expansion and upgrade   21,565       24,459       (11.8 )     52,066       63,898       (18.5 )
    Maintenance and infrastructure   37,335       54,388       (31.4 )     164,632       162,851       1.1  
    Proceeds on sale   (8,570 )     (3,117 )     174.9       (30,395 )     (23,841 )     27.5  
    Net capital spending(1)   50,330       75,730       (33.5 )     186,303       202,908       (8.2 )
                                       
    Net earnings attributable to shareholders per share:                                  
    Basic   1.06       10.42       (89.8 )     7.81       21.03       (62.8 )
    Diluted   1.06       9.81       (89.2 )     7.81       19.53       (60.0 )
    Weighted average shares outstanding:                                  
    Basic   13,982       14,084       (0.7 )     14,229       13,754       3.5  
    Diluted   13,987       15,509       (9.8 )     14,234       15,287       (6.9 )

    (1) See “FINANCIAL MEASURES AND RATIOS.”
    Operating Highlights

      For the three months ended
    December 31,
        For the year ended
    December 31,
     
      2024     2023     % Change     2024     2023     % Change  
    Contract drilling rig fleet   214       214             214       214        
    Drilling rig utilization days:                                  
    U.S.   3,084       4,138       (25.5 )     12,969       17,961       (27.8 )
    Canada   6,018       5,909       1.8       23,685       21,156       12.0  
    International   736       693       6.2       2,928       2,132       37.3  
    Revenue per utilization day:                                  
    U.S. (US$)   30,991       34,452       (10.0 )     32,531       35,040       (7.2 )
    Canada (Cdn$)   35,675       34,616       3.1       34,797       33,151       5.0  
    International (US$)   49,636       49,872       (0.5 )     51,227       50,840       0.8  
    Operating costs per utilization day:                                  
    U.S. (US$)   21,698       21,039       3.1       22,009       20,401       7.9  
    Canada (Cdn$)   21,116       19,191       10.0       20,424       19,225       6.2  
                                       
    Service rig fleet   170       183       (7.1 )     170       183       (7.1 )
    Service rig operating hours   59,834       56,683       5.6       254,224       201,627       26.1  

    Drilling Activity

      Average for the quarter ended 2023   Average for the quarter ended 2024  
      Mar. 31     June 30     Sept. 30     Dec. 31     Mar. 31     June 30     Sept. 30     Dec. 31  
    Average Precision active rig count(1):                                              
    U.S.   60       51       41       45       38       36       35       34  
    Canada   69       42       57       64       73       49       72       65  
    International   5       5       6       8       8       8       8       8  
    Total   134       98       104       117       119       93       115       107  

    (1) Average number of drilling rigs working or moving. 

    Financial Position

    (Stated in thousands of Canadian dollars, except ratios) December 31, 2024     December 31, 2023(2)  
    Working capital(1)   162,592       136,872  
    Cash   73,771       54,182  
    Long-term debt   812,469       914,830  
    Total long-term financial liabilities(1)   888,173       995,849  
    Total assets   2,956,315       3,019,035  
    Long-term debt to long-term debt plus equity ratio (1)   0.33       0.37  

    (1) See “FINANCIAL MEASURES AND RATIOS.”
    (2) Comparative period figures were restated due to a change in accounting policy. See “CHANGE IN ACCOUNTING POLICY.”

    Summary for the three months ended December 31, 2024:

    • Revenue decreased to $468 million compared with $507 million in the fourth quarter of 2023 as a result of lower U.S. activity and day rates, partially offset by higher Canadian and international activity.
    • Adjusted EBITDA was $121 million in the quarter and included $15 million of share-based compensation charges, $4 million for rig reactivation costs and $4 million of non-recurring charges. In 2023, fourth quarter Adjusted EBITDA was $151 million and included share-based compensation of $13 million. Please refer to “Other Items” later in this news release for additional information on share-based compensation charges.
    • Adjusted EBITDA as a percentage of revenue was 26% as compared with 30% in 2023.
    • Net earnings attributable to shareholders was $15 million compared to $147 million in the same quarter last year as net earnings in 2023 included an income tax recovery of $69 million and a gain on acquisition of $26 million.
    • Generated cash provided by operations of $163 million, reduced debt by $25 million through the partial redemption of our 2026 unsecured senior notes and repayment of our U.S. Real Estate Credit Facility, repurchased $25 million of common shares under our Normal Course Issuer Bid (NCIB), and ended the quarter with $74 million of cash and more than $575 million of available liquidity.
    • U.S. revenue per utilization day, excluding the impact of idle but contracted rigs was US$30,813 compared with US$32,819 in 2023, a decrease of 6%. Sequentially, revenue per utilization day, excluding idle but contracted rigs, was down 6% compared with the third quarter of 2024. Fourth quarter U.S. revenue per utilization day was US$30,991 compared with US$34,452 in 2023. The decrease was primarily the result of lower fleet average day rates, idle but contracted rig revenue and recoverable costs. We recognized US$1 million of revenue from idle but contracted rigs in the quarter as compared with US$7 million in 2023.
    • U.S. operating costs per utilization day increased to US$21,698 compared with US$21,039 in 2023. The increase was mainly due to higher rig operating costs and fixed costs spread over lower activity, offset by lower recoverable costs and repairs and maintenance. Sequentially, operating costs per utilization day were down 2% due to lower recoverable costs.
    • Canadian revenue per utilization day was $35,675, an increase from the $34,616 realized in 2023 due to higher average day rates and recoverable costs. Sequentially, revenue per utilization day increased $3,350 due to higher boiler revenue and higher fleet-wide average day rates.
    • Canadian operating costs per utilization day increased to $21,116, compared with $19,191 in 2023, resulting from higher repairs and maintenance, rig reactivation costs and impact of labour rate increases. Sequentially, daily operating costs increased $1,668 and were the result of higher labour expenses due to rate increases, recoverable expenses and repairs and maintenance.
    • Internationally, fourth quarter revenue increased 6% from 2023 as we realized revenue of US$37 million versus US$35 million in the prior year. Our higher revenue was primarily the result of a 6% increase in activity, which was negatively impacted by a planned rig recertification accounting for 21 non-billable utilization days in October. International revenue per utilization day was US$49,636 compared with US$49,872 in 2023.
    • Completion and Production Services revenue was $69 million, an increase of $6 million from 2023, as our fourth quarter service rig operating hours increased 6%, reflecting the successful integration of the CWC acquisition in November 2023.
    • General and administrative expenses were $35 million as compared with $39 million in 2023 primarily due to lower non-recurring costs associated with our CWC acquisition in 2023, partially offset by higher share-based compensation charges.
    • Net finance charges were $16 million, a decrease of $3 million compared with 2023 as a result of lower interest expense on our outstanding debt balance.
    • Capital expenditures were $59 million compared with $79 million in 2023 and by spend category included $22 million for expansion and upgrades and $37 million for the maintenance of existing assets, infrastructure, and intangible assets.
    • Income tax expense for the quarter was $6 million as compared with a recovery of $69 million in 2023. During the fourth quarter, we continue to not recognize deferred tax assets on certain international operating losses.

    Summary for the year ended December 31, 2024:

    • Revenue for the year was $1,902 million, comparable with 2023.
    • Adjusted EBITDA was $521 million as compared with $611 million in 2023. Our lower Adjusted EBITDA was primarily attributed to decreased U.S. drilling results and $13 million of higher share-based compensation, partially offset by the strengthening of Canadian and international results.
    • Net earnings attributable to shareholders was $111 million compared to $289 million in the prior year. Our lower current year net earnings was due to the impact of decreased U.S. drilling results, higher income tax expense of $67 million and the gain on acquisition of $26 million recognized in 2023.
    • Cash provided by operations was $482 million as compared with $501 million in 2023. Funds provided by operations were $463 million, a decrease of $70 million from the comparative period.
    • General and administrative costs were $132 million, an increase of $10 million from 2023 primarily due to higher share-based compensation charges.
    • Net finance charges were $70 million, $14 million lower than 2023 due to our lower interest expense on our outstanding debt balance.
    • Capital expenditures were $217 million in 2024, a decrease of $10 million from 2023. Capital spending by spend category included $52 million for expansion and upgrades and $165 million for the maintenance of existing assets, infrastructure, and intangible assets.
    • Reduced debt by $176 million from the partial redemption of our 2026 unsecured senior notes and repayment of our Canadian and U.S. Real Estate Credit Facilities.
    • Repurchased $75 million of common shares under our NCIB.

    STRATEGY

    Precision’s vision is to be globally recognized as the High Performance, High Value provider of land drilling services. We work toward this vision by defining and measuring our results against strategic priorities that we establish at the beginning of every year.

    Below we summarize the results of our 2024 strategic priorities:

    1. Concentrate organizational efforts on leveraging our scale and generating free cash flow.
      • Generated cash provided from operations of $482 million, allowing us to meet our debt reduction and share repurchase goals and build our cash balance by $20 million.
      • Increased utilization of our Super Single and tele double rigs, driving Canadian drilling activity up 12% over 2023.
      • Successfully integrated our 2023 CWC acquisition, increasing Completion and Production Services operating hours and Adjusted EBITDA 26% and 30%, respectively, year over year. Achieved our $20 million annual synergies target from the acquisition.
      • Internationally, increased our activity 37% year over year and realized US$150 million of contract drilling revenue compared to US$108 million in 2023.
    2. Reduce debt by between $150 million and $200 million and allocate 25% to 35% of free cash flow before debt repayments for share repurchases.
      • Reduced debt by $176 million and ended the year with a Net Debt to Adjusted EBITDA ratio of approximately 1.4 times. On track to achieve a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times.
      • Returned $75 million to shareholders through share repurchases, achieving the midpoint of our target range.
      • Renewed our NCIB in September, allowing repurchases of up to 10% of the public float.
    3. Continue to deliver operational excellence in drilling and service rig operations to strengthen our competitive position and extend market penetration of our AlphaTMand EverGreenTMproducts.
      • Increased our Canadian drilling rig utilization days and well service rig operating hours year over year, maintaining our position as the leading provider of high-quality and reliable services in Canada.
      • Invested $52 million in expansion and upgrade capital to enhance our drilling rigs.
      • Nearly doubled our EverGreenTM revenue year over year.
      • Continued to expand our EverGreenTM product offering on our Super Single rigs with LED mast lighting and hydrogen injection systems.

    2025 Strategic Priorities

    1. Maximize free cash flow through disciplined capital deployment and strict cost management.
    2. Enhance shareholder returns through debt reduction and share repurchases.
      1. Reduce debt by at least $100 million in 2025 and debt by $700 million between 2022 and 2027, while remaining committed to achieving a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times.
      2. Allocate 35% to 45% of free cash flow, before debt repayments, directly to shareholders and continue moving direct shareholder capital returns toward 50% of free cash flow thereafter.
      3. Grow revenue in existing service lines through contracted upgrades, optimized pricing and utilization, and opportunistic consolidating tuck-in acquisitions.
      4. OUTLOOK

        The long-term outlook for global energy demand remains positive with rising demand for all types of energy including oil and natural gas driven by economic growth, increasing demand from third-world regions, and emerging energy sources of power demand. Oil prices are constructive as OPEC+ continues to honour its production quotas, producers remain committed to returning capital to shareholders versus increasing production, and geopolitical issues continue to threaten supply. In Canada, the Trans Mountain pipeline expansion, which became operational in May of 2024, combined with the imminent startup of LNG Canada are projected to provide significant tidewater access for Canadian crude oil and natural gas, supporting additional Canadian drilling activity. In the U.S., the next wave of Liquefied Natural Gas (LNG) export terminals is expected to add approximately 11 bcf/d of export capacity from 2025 to 2028, supporting additional U.S. natural gas drilling activity. Coal retirements and a build-out of artificial intelligence data centers could provide further support for natural gas drilling.

        Our Canadian drilling activity continues to be robust in 2025 and we currently have 81 rigs operating and expect this activity level to continue until spring breakup. Our Super Single fleet is near full utilization as heavy oil customers are benefiting from improved commodity pricing and a weak Canadian dollar. Our Super Triple fleet, the preferred rig for Montney drilling, is also nearly fully utilized, and with the expected startup of LNG Canada in mid-2025, rig demand could exceed supply. Overall, we expect our Canadian drilling activity to be up year over year with near full utilization of our Super Series rigs, which should support day rates and increase demand for term contracts as customers secure rigs to ensure fulfillment of their development programs. The uncertainty introduced by potential U.S. tariffs on Canadian oil and gas exports, has been tempered and we have not experienced any change in customer demand or their longer-term plans.

        In the U.S., we currently have 34 rigs earning revenue, which has been relatively consistent since mid-2024. Drilling activity growth remains constrained as producers continue to focus on shareholder returns rather than growth, while volatile commodity prices, customer consolidation, and drilling and completion efficiencies have restricted activity growth. If commodity prices remain stable and around today’s level, we expect drilling demand to begin to improve in the second half and gain momentum through the remainder of 2025 as new LNG export capacity is added and customers seek to maintain or possibly increase production levels.

        Internationally, we have eight rigs working on term contracts, five in Kuwait and three in the Kingdom of Saudi Arabia. The majority of these rigs are under five-year term contracts that extend into 2027 and 2028, providing predictable cash flow for the next few years. We continue to bid our remaining idle rigs within the region and remain optimistic in our ability to secure rig reactivations.

        As the premier well service provider in Canada, the outlook for this business remains positive. We expect the Trans Mountain pipeline expansion and LNG Canada to drive more service-related activity, while increased regulatory spending requirements are expected to result in more abandonment work. Customer demand should remain strong, and with continued labour constraints, we expect firm pricing into the foreseeable future.

        Contracts

        The following chart outlines the average number of drilling rigs under term contract by quarter as at February 12, 2025. For those quarters ending after December 31, 2024, this chart represents the minimum number of term contracts from which we will earn revenue. We expect the actual number of contracted rigs to vary in future periods as we sign additional term contracts.

        As at February 12, 2025   Average for the quarter ended 2024     Average     Average for the quarter ended 2025     Average  
            Mar. 31     June 30     Sept. 30     Dec. 31     2024     Mar. 31     June 30     Sept. 30     Dec. 31     2025  
        Average rigs under term contract:                                                            
        U.S.     20       17       17       16       18       15       13       8       6       11  
        Canada     24       22       23       23       23       20       19       18       14       18  
        International     8       8       8       8       8       8       8       7       7       8  
        Total     52       47       48       47       49       43       40       33       27       37  


        SEGMENTED FINANCIAL RESULTS

        Precision’s operations are reported in two segments: Contract Drilling Services, which includes our drilling rig, oilfield supply and manufacturing divisions; and Completion and Production Services, which includes our service rig, rental and camp and catering divisions.

          For the three months ended December 31,     For the year ended December 31,  
        (Stated in thousands of Canadian dollars)   2024     2023     % Change       2024     2023     % Change  
        Revenue:                                  
        Contract Drilling Services   402,610       446,503       (9.8 )     1,617,735       1,704,265       (5.1 )
        Completion and Production Services   68,830       62,459       10.2       294,817       240,716       22.5  
        Inter-segment eliminations   (3,269 )     (2,091 )     56.3       (10,224 )     (7,127 )     43.5  
            468,171       506,871       (7.6 )     1,902,328       1,937,854       (1.8 )
        Adjusted EBITDA:(1)                                  
        Contract Drilling Services   125,683       162,459       (22.6 )     532,345       630,761       (15.6 )
        Completion and Production Services   15,895       12,193       30.4       66,681       51,224       30.2  
        Corporate and Other   (21,052 )     (23,421 )     (10.1 )     (77,805 )     (70,867 )     9.8  
            120,526       151,231       (20.3 )     521,221       611,118       (14.7 )

        (1) See “FINANCIAL MEASURES AND RATIOS.”

        SEGMENT REVIEW OF CONTRACT DRILLING SERVICES

          For the three months ended
        December 31,
            For the year ended
        December 31,
         
        (Stated in thousands of Canadian dollars, except where noted)   2024       2023     % Change       2024       2023     % Change  
        Revenue   402,610       446,503       (9.8 )     1,617,735       1,704,265       (5.1 )
        Expenses:                                  
        Operating   264,858       270,303       (2.0 )     1,041,068       1,030,053       1.1  
        General and administrative   12,069       13,741       (12.2 )     44,322       43,451       2.0  
        Adjusted EBITDA(1)   125,683       162,459       (22.6 )     532,345       630,761       (15.6 )
        Adjusted EBITDA as a percentage of revenue(1)   31.2 %     36.4 %           32.9 %     37.0 %      

        (1) See “FINANCIAL MEASURES AND RATIOS.”

        United States onshore drilling statistics:(1) 2024     2023  
          Precision     Industry(2)     Precision     Industry(2)  
        Average number of active land rigs for quarters ended:                      
        March 31   38       602       60       744  
        June 30   36       583       51       700  
        September 30   35       565       41       631  
        December 31   34       569       45       603  
        Year to date average   36       580       49       670  

        (1) United States lower 48 operations only.
        (2) Baker Hughes rig counts.

        Canadian onshore drilling statistics:(1) 2024     2023  
          Precision     Industry(2)     Precision     Industry(2)  
        Average number of active land rigs for quarters ended:                      
        March 31   73       208       69       221  
        June 30   49       134       42       117  
        September 30   72       207       57       188  
        December 31   65       194       64       181  
        Year to date average   65       186       58       177  

        (1) Canadian operations only.
        (2) Baker Hughes rig counts.

        SEGMENT REVIEW OF COMPLETION AND PRODUCTION SERVICES

          For the three months ended
        December 31,
            For the year ended
        December 31,
         
        (Stated in thousands of Canadian dollars, except where noted)   2024       2023     % Change       2024       2023      % Change  
        Revenue   68,830       62,459       10.2       294,817       240,716       22.5  
        Expenses:                                  
        Operating   50,714       48,297       5.0       217,842       181,622       19.9  
        General and administrative   2,221       1,969       12.8       10,294       7,870       30.8  
        Adjusted EBITDA(1)   15,895       12,193       30.4       66,681       51,224       30.2  
        Adjusted EBITDA as a percentage of revenue(1)   23.1 %     19.5 %           22.6 %     21.3 %      
        Well servicing statistics:                                  
        Number of service rigs (end of period)   170       183       (7.1 )     170       183       (7.1 )
        Service rig operating hours   59,834       56,683       5.6       254,224       201,627       26.1  
        Service rig operating hour utilization   38 %     38 %           42 %     42 %      

        (1) See “FINANCIAL MEASURES AND RATIOS.”

        OTHER ITEMS

        Share-based Incentive Compensation Plans

        We have several cash and equity-settled share-based incentive plans for non-management directors, officers, and other eligible employees. Our accounting policies for each share-based incentive plan can be found in our 2023 Annual Report.

        A summary of expense amounts under these plans during the reporting periods are as follows:

          For the three months ended
        December 31,
            For the year ended
        December 31,
         
        (Stated in thousands of Canadian dollars) 2024     2023     2024     2023  
        Cash settled share-based incentive plans   14,018       11,972       42,828       32,063  
        Equity settled share-based incentive plans   1,071       697       4,588       2,531  
        Total share-based incentive compensation plan expense   15,089       12,669       47,416       34,594  
                               
        Allocated:                      
        Operating   3,709       2,765       11,868       9,497  
        General and Administrative   11,380       9,904       35,548       25,097  
            15,089       12,669       47,416       34,594  


        FINANCIAL MEASURES AND RATIOS

        Non-GAAP Financial Measures
        We reference certain Non-Generally Accepted Accounting Principles (Non-GAAP) measures that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors.
        Adjusted EBITDA We believe Adjusted EBITDA (earnings before income taxes, gain on acquisition, loss on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, loss on asset decommissioning, gain on asset disposals and depreciation and amortization), as reported in our Condensed Interim Consolidated Statements of Net Earnings and our reportable operating segment disclosures, is a useful measure because it gives an indication of the results from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges.

        The most directly comparable financial measure is net earnings.

          For the three months ended
        December 31,
            For the year ended
        December 31,
         
        (Stated in thousands of Canadian dollars)   2024       2023       2024       2023  
        Adjusted EBITDA by segment:                      
        Contract Drilling Services   125,683       162,459       532,345       630,761  
        Completion and Production Services   15,895       12,193       66,681       51,224  
        Corporate and Other   (21,052 )     (23,421 )     (77,805 )     (70,867 )
        Adjusted EBITDA   120,526       151,231       521,221       611,118  
        Depreciation and amortization   82,210       78,734       309,314       297,557  
        Gain on asset disposals   (1,913 )     (8,883 )     (16,148 )     (24,469 )
        Loss on asset decommissioning         9,592             9,592  
        Foreign exchange   1,487       (773 )     2,259       (1,667 )
        Finance charges   16,281       19,468       69,753       83,414  
        Gain on repurchase of unsecured notes                     (137 )
        Loss on investments and other assets   1,814       735       1,484       6,810  
        Gain on acquisition         (25,761 )           (25,761 )
        Incomes taxes   5,717       (68,603 )     43,229       (23,465 )
        Net earnings   14,930       146,722       111,330       289,244  
        Non-controlling interests   135             135        
        Net earnings attributable to shareholders   14,795       146,722       111,195       289,244  
               
        Funds Provided by (Used in) Operations     We believe funds provided by (used in) operations, as reported in our Condensed Interim Consolidated Statements of Cash Flows, is a useful measure because it provides an indication of the funds our principal business activities generate prior to consideration of working capital changes, which is primarily made up of highly liquid balances.

        The most directly comparable financial measure is cash provided by (used in) operations.

               
        Net Capital Spending     We believe net capital spending is a useful measure as it provides an indication of our primary investment activities.

        The most directly comparable financial measure is cash provided by (used in) investing activities.

        Net capital spending is calculated as follows:

            For the three months ended
        December 31,
            For the year ended
        December 31,
         
        (Stated in thousands of Canadian dollars)     2024       2023       2024       2023  
        Capital spending by spend category                        
        Expansion and upgrade     21,565       24,459       52,066       63,898  
        Maintenance, infrastructure and intangibles     37,335       54,388       164,632       162,851  
              58,900       78,847       216,698       226,749  
        Proceeds on sale of property, plant and equipment     (8,570 )     (3,117 )     (30,395 )     (23,841 )
        Net capital spending     50,330       75,730       186,303       202,908  
        Business acquisitions           646             28,646  
        Proceeds from sale of investments and other assets                 (3,623 )     (10,013 )
        Purchase of investments and other assets     718       61       725       5,343  
        Receipt of finance lease payments     (208 )     (191 )     (799 )     (255 )
        Changes in non-cash working capital balances     11,114       (18,619 )     20,380       (11,845 )
        Cash used in investing activities     61,954       57,627       202,986       214,784  
        Working Capital We define working capital as current assets less current liabilities, as reported in our Condensed Interim Consolidated Statements of Financial Position.

        Working capital is calculated as follows:

          December 31,     December 31,  
        (Stated in thousands of Canadian dollars)   2024       2023  
        Current assets   501,284       510,881  
        Current liabilities   338,692       374,009  
        Working capital   162,592       136,872  
        Total Long-term Financial Liabilities We define total long-term financial liabilities as total non-current liabilities less deferred tax liabilities, as reported in our Condensed Interim Consolidated Statements of Financial Position.

        Total long-term financial liabilities is calculated as follows:

          December 31,     December 31,  
        (Stated in thousands of Canadian dollars)   2024       2023  
        Total non-current liabilities   935,624       1,069,364  
        Deferred tax liabilities   47,451       73,515  
        Total long-term financial liabilities   888,173       995,849  
        Non-GAAP Ratios
        We reference certain additional Non-GAAP ratios that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors.
               
        Adjusted EBITDA % of Revenue     We believe Adjusted EBITDA as a percentage of consolidated revenue, as reported in our Condensed Interim Consolidated Statements of Net Earnings, provides an indication of our profitability from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges.
               
        Long-term debt to long-term debt plus equity     We believe that long-term debt (as reported in our Condensed Interim Consolidated Statements of Financial Position) to long-term debt plus equity (total shareholders’ equity as reported in our Condensed Interim Consolidated Statements of Financial Position) provides an indication of our debt leverage.
               
        Net Debt to Adjusted EBITDA     We believe that the Net Debt (long-term debt less cash, as reported in our Condensed Interim Consolidated Statements of Financial Position) to Adjusted EBITDA ratio provides an indication of the number of years it would take for us to repay our debt obligations.
         
        Supplementary Financial Measures
        We reference certain supplementary financial measures that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors.
               
        Capital Spending by Spend Category     We provide additional disclosure to better depict the nature of our capital spending. Our capital spending is categorized as expansion and upgrade, maintenance and infrastructure, or intangibles.
               

        CHANGE IN ACCOUNTING POLICY

        Precision adopted Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants – Amendments to IAS 1, as issued in 2020 and 2022. These amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024 and clarify requirements for determining whether a liability should be classified as current or non-current. Due to this change in accounting policy, there was a retrospective impact on the comparative Statement of Financial Position pertaining to the Corporation’s Deferred Share Unit (DSU) plan for non-management directors which are redeemable in cash or for an equal number of common shares upon the director’s retirement. In the case of a director retiring, the director’s respective DSU liability would become payable and the Corporation would not have the right to defer settlement of the liability for at least twelve months. As such, the liability is impacted by the revised policy. The following changes were made to the Statement of Financial Position:

      • As at January 1, 2023, accounts payable and accrued liabilities increased by $12 million and non-current share-based compensation liability decreased by $12 million.
      • As at December 31, 2023, accounts payable and accrued liabilities increased by $8 million and non-current share-based compensation liability decreased by $8 million.

      The Corporation’s other liabilities were not impacted by the amendments. The change in accounting policy will also be reflected in the Corporation’s consolidated financial statements as at and for the year ending December 31, 2024.

      PARTNERSHIP

      On September 26, 2024, Precision formed a strategic Partnership with two Indigenous partners to provide well servicing operations in northeast British Columbia. Precision contributed $4 million in assets to the Partnership. Profit attributable to Non-Controlling Interests (NCI) was $0.1 million in 2024.

      Precision holds a controlling interest in the Partnership and the portions of the net earnings and equity not attributable to Precision’s controlling interest are shown separately as NCI in the Consolidated Statements of Net Earnings and Consolidated Statements of Financial Position.

      CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

      Certain statements contained in this release, including statements that contain words such as “could”, “should”, “can”, “anticipate”, “estimate”, “intend”, “plan”, “expect”, “believe”, “will”, “may”, “continue”, “project”, “potential” and similar expressions and statements relating to matters that are not historical facts constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information and statements”).

      In particular, forward-looking information and statements include, but are not limited to, the following:

      • our strategic priorities for 2025;
      • our capital expenditures, free cash flow allocation and debt reduction plans for 2025 through to 2027;
      • anticipated activity levels, demand for our drilling rigs, day rates and daily operating margins in 2025;
      • the average number of term contracts in place for 2025;
      • customer adoption of AlphaTM technologies and EverGreenTM suite of environmental solutions;
      • timing and amount of synergies realized from acquired drilling and well servicing assets; and
      • potential commercial opportunities and rig contract renewals.

      These forward-looking information and statements are based on certain assumptions and analysis made by Precision in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. These include, among other things:

      • our ability to react to customer spending plans as a result of changes in oil and natural gas prices;
      • the status of current negotiations with our customers and vendors;
      • customer focus on safety performance;
      • existing term contracts are neither renewed nor terminated prematurely;
      • our ability to deliver rigs to customers on a timely basis;
      • the impact of an increase/decrease in capital spending; and
      • the general stability of the economic and political environments in the jurisdictions where we operate.

      Undue reliance should not be placed on forward-looking information and statements. Whether actual results, performance or achievements will conform to our expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from our expectations. Such risks and uncertainties include, but are not limited to:

      • volatility in the price and demand for oil and natural gas;
      • fluctuations in the level of oil and natural gas exploration and development activities;
      • fluctuations in the demand for contract drilling, well servicing and ancillary oilfield services;
      • our customers’ inability to obtain adequate credit or financing to support their drilling and production activity;
      • changes in drilling and well servicing technology, which could reduce demand for certain rigs or put us at a competitive advantage;
      • shortages, delays and interruptions in the delivery of equipment supplies and other key inputs;
      • liquidity of the capital markets to fund customer drilling programs;
      • availability of cash flow, debt and equity sources to fund our capital and operating requirements, as needed;
      • the impact of weather and seasonal conditions on operations and facilities;
      • competitive operating risks inherent in contract drilling, well servicing and ancillary oilfield services;
      • ability to improve our rig technology to improve drilling efficiency;
      • general economic, market or business conditions;
      • the availability of qualified personnel and management;
      • a decline in our safety performance which could result in lower demand for our services;
      • changes in laws or regulations, including changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and natural gas;
      • terrorism, social, civil and political unrest in the foreign jurisdictions where we operate;
      • fluctuations in foreign exchange, interest rates and tax rates; and
      • other unforeseen conditions which could impact the use of services supplied by Precision and Precision’s ability to respond to such conditions.

      Readers are cautioned that the forgoing list of risk factors is not exhaustive. Additional information on these and other factors that could affect our business, operations or financial results are included in reports on file with applicable securities regulatory authorities, including but not limited to Precision’s Annual Information Form for the year ended December 31, 2023, which may be accessed on Precision’s SEDAR+ profile at www.sedarplus.ca or under Precision’s EDGAR profile at www.sec.gov. The forward-looking information and statements contained in this release are made as of the date hereof and Precision undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by law.

      CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

      (Stated in thousands of Canadian dollars)   December 31,
      2024
          December 31,
      2023(1)
          January 1,
      2023(1)
       
      ASSETS            
      Current assets:                  
      Cash   $ 73,771     $ 54,182     $ 21,587  
      Accounts receivable     378,712       421,427       413,925  
      Inventory     43,300       35,272       35,158  
      Assets held for sale     5,501              
      Total current assets     501,284       510,881       470,670  
      Non-current assets:                  
      Income tax recoverable           682       1,602  
      Deferred tax assets     6,559       73,662       455  
      Property, plant and equipment     2,356,173       2,338,088       2,303,338  
      Intangibles     12,997       17,310       19,575  
      Right-of-use assets     66,032       63,438       60,032  
      Finance lease receivables     4,806       5,003        
      Investments and other assets     8,464       9,971       20,451  
      Total non-current assets     2,455,031       2,508,154       2,405,453  
      Total assets   $ 2,956,315     $ 3,019,035     $ 2,876,123  
                         
      LIABILITIES AND EQUITY                  
      Current liabilities:                  
      Accounts payable and accrued liabilities   $ 314,355     $ 350,749     $ 404,350  
      Income taxes payable     3,778       3,026       2,991  
      Current portion of lease obligations     20,559       17,386       12,698  
      Current portion of long-term debt           2,848       2,287  
      Total current liabilities     338,692       374,009       422,326  
                         
      Non-current liabilities:                  
      Share-based compensation     13,666       16,755       47,836  
      Provisions and other     7,472       7,140       7,538  
      Lease obligations     54,566       57,124       52,978  
      Long-term debt     812,469       914,830       1,085,970  
      Deferred tax liabilities     47,451       73,515       28,946  
      Total non-current liabilities     935,624       1,069,364       1,223,268  
      Equity:                  
      Shareholders’ capital     2,301,729       2,365,129       2,299,533  
      Contributed surplus     77,557       75,086       72,555  
      Deficit     (900,834 )     (1,012,029 )     (1,301,273 )
      Accumulated other comprehensive income     199,020       147,476       159,714  
      Total equity attributable to shareholders     1,677,472       1,575,662       1,230,529  
      Non-controlling interest     4,527              
      Total equity     1,681,999       1,575,662       1,230,529  
      Total liabilities and equity   $ 2,956,315     $ 3,019,035     $ 2,876,123  

      (1) Comparative period figures were restated due to a change in accounting policy. See “CHANGE IN ACCOUNTING POLICY.”

      CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET EARNINGS (UNAUDITED)

          Three Months Ended December 31,     Year Ended December 31,  
      (Stated in thousands of Canadian dollars, except per share amounts)   2024     2023     2024     2023  
                               
                               
      Revenue   $ 468,171     $ 506,871     $ 1,902,328     $ 1,937,854  
      Expenses:                        
      Operating     312,303       316,509       1,248,686       1,204,548  
      General and administrative     35,342       39,131       132,421       122,188  
      Earnings before income taxes, loss on investments and
      other assets, gain on acquisition, gain on repurchase
      of unsecured senior notes, finance charges, foreign
      exchange, loss on asset decommissioning, gain on
      asset disposals, and depreciation and amortization
          120,526       151,231       521,221       611,118  
      Depreciation and amortization     82,210       78,734       309,314       297,557  
      Gain on asset disposals     (1,913 )     (8,883 )     (16,148 )     (24,469 )
      Loss on asset decommissioning           9,592             9,592  
      Foreign exchange     1,487       (773 )     2,259       (1,667 )
      Finance charges     16,281       19,468       69,753       83,414  
      Gain on repurchase of unsecured senior notes                       (137 )
      Gain on acquisition           (25,761 )           (25,761 )
      Loss on investments and other assets     1,814       735       1,484       6,810  
      Earnings before income taxes     20,647       78,119       154,559       265,779  
      Income taxes:                        
      Current     2,811       486       7,470       4,494  
      Deferred     2,906       (69,089 )     35,759       (27,959 )
            5,717       (68,603 )     43,229       (23,465 )
      Net earnings   $ 14,930     $ 146,722     $ 111,330     $ 289,244  
      Attributable to:                        
      Shareholders of Precision Drilling Corporation   $ 14,795     $ 146,722     $ 111,195     $ 289,244  
      Non-controlling interests   $ 135     $     $ 135     $  
      Net earnings per share attributable to
      shareholders:
                             
      Basic   $ 1.06     $ 10.42     $ 7.81     $ 21.03  
      Diluted   $ 1.06     $ 9.81     $ 7.81     $ 19.53  


      CONDENSED
      INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

          Three Months Ended December 31,     Year Ended December 31,  
      (Stated in thousands of Canadian dollars)   2024     2023     2024     2023  
      Net earnings   $ 14,930     $ 146,722     $ 111,330     $ 289,244  
      Unrealized gain (loss) on translation of assets and liabilities of operations denominated in foreign currency     89,412       (36,755 )     119,821       (33,433 )
      Foreign exchange gain (loss) on net investment hedge with U.S. denominated debt     (49,744 )     22,679       (69,027 )     21,195  
      Tax related to net investment hedge of long-term debt     750             750        
      Comprehensive income   $ 55,348     $ 132,646     $ 162,874     $ 277,006  
      Attributable to:                        
      Shareholders of Precision Drilling Corporation   $ 55,213     $ 132,646     $ 162,739     $ 277,006  
      Non-controlling interests   $ 135     $     $ 135     $  


      CONDENSED
      INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

          Three Months Ended December 31,     Year Ended December 31,  
      (Stated in thousands of Canadian dollars)   2024     2023     2024     2023  
      Cash provided by (used in):                        
      Operations:                        
      Net earnings   $ 14,930     $ 146,722     $ 111,330     $ 289,244  
      Adjustments for:                        
      Long-term compensation plans     4,398       (2,541 )     18,888       6,659  
      Depreciation and amortization     82,210       78,734       309,314       297,557  
      Gain on asset disposals     (1,913 )     (8,883 )     (16,148 )     (24,469 )
      Loss on asset decommissioning           9,592             9,592  
      Foreign exchange     1,477       (853 )     2,442       (866 )
      Finance charges     16,281       19,468       69,753       83,414  
      Income taxes     5,717       (68,603 )     43,229       (23,465 )
      Other     (392 )     (9 )     (272 )     (229 )
      Loss on investments and other assets     1,814       735       1,484       6,810  
      Gain on acquisition           (25,761 )           (25,761 )
      Gain on repurchase of unsecured senior notes                       (137 )
      Income taxes paid     (1,617 )     (708 )     (6,459 )     (3,103 )
      Income taxes recovered     27       17       85       24  
      Interest paid     (2,806 )     (3,335 )     (72,241 )     (83,037 )
      Interest received     409       614       1,967       1,176  
      Funds provided by operations     120,535       145,189       463,372       533,409  
      Changes in non-cash working capital balances     42,256       25,066       18,711       (32,838 )
      Cash provided by operations     162,791       170,255       482,083       500,571  
                               
      Investments:                        
      Purchase of property, plant and equipment     (58,900 )     (78,582 )     (216,647 )     (224,960 )
      Purchase of intangibles           (265 )     (51 )     (1,789 )
      Proceeds on sale of property, plant and equipment     8,570       3,117       30,395       23,841  
      Proceeds from sale of investments and other assets                 3,623       10,013  
      Business acquisitions           (646 )           (28,646 )
      Purchase of investments and other assets     (718 )     (61 )     (725 )     (5,343 )
      Receipt of finance lease payments     208       191       799       255  
      Changes in non-cash working capital balances     (11,114 )     18,619       (20,380 )     11,845  
      Cash used in investing activities     (61,954 )     (57,627 )     (202,986 )     (214,784 )
                               
      Financing:                        
      Issuance of long-term debt     17,078             27,978       162,649  
      Repayments of long-term debt     (41,813 )     (86,699 )     (204,319 )     (375,237 )
      Repurchase of share capital     (25,023 )     (17,004 )     (75,488 )     (29,955 )
      Issuance of common shares from the exercise of options                 686        
      Debt amendment fees     (46 )           (1,363 )      
      Lease payments     (3,266 )     (3,010 )     (13,271 )     (9,423 )
      Funding from non-controlling interest                 4,392        
      Cash used in financing activities     (53,070 )     (106,713 )     (261,385 )     (251,966 )
      Effect of exchange rate changes on cash     1,700       (798 )     1,877       (1,226 )
      Increase in cash     49,467       5,117       19,589       32,595  
      Cash, beginning of period     24,304       49,065       54,182       21,587  
      Cash, end of period   $ 73,771     $ 54,182     $ 73,771     $ 54,182  


      CONDENSED
      INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

          Attributable to shareholders of the Corporation              
      (Stated in thousands of Canadian dollars)   Shareholders’
      Capital
          Contributed
      Surplus
          Accumulated
      Other
      Comprehensive
      Income
          Deficit     Total     Non-
      controlling
      interest
          Total
      Equity
       
      Balance at January 1, 2024   $ 2,365,129     $ 75,086     $ 147,476     $ (1,012,029 )   $ 1,575,662     $     $ 1,575,662  
      Net earnings for the period                       111,195       111,195       135       111,330  
      Other comprehensive income for the period                 51,544             51,544             51,544  
      Share options exercised     978       (292 )                 686             686  
      Settlement of Executive Performance and Restricted Share Units     21,846       (1,479 )                 20,367             20,367  
      Share repurchases     (86,570 )                       (86,570 )           (86,570 )
      Redemption of non-management directors share units     346       (346 )                              
      Share-based compensation expense           4,588                   4,588             4,588  
      Funding from non-controlling interest                                   4,392       4,392  
      Balance at December 31, 2024   $ 2,301,729     $ 77,557     $ 199,020     $ (900,834 )   $ 1,677,472     $ 4,527     $ 1,681,999  
          Attributable to shareholders of the Corporation              
      (Stated in thousands of Canadian dollars)   Shareholders’
      Capital
          Contributed
      Surplus
          Accumulated
      Other
      Comprehensive
      Income
          Deficit     Total     Non-
      controlling
      interest
          Total
      Equity
       
      Balance at January 1, 2023   $ 2,299,533     $ 72,555     $ 159,714     $ (1,301,273 )   $ 1,230,529     $     $ 1,230,529  
      Net earnings for the period                       289,244       289,244             289,244  
      Other comprehensive income for the period                 (12,238 )           (12,238 )           (12,238 )
      Acquisition share consideration     75,588                         75,588             75,588  
      Settlement of Executive Performance and Restricted Share Units     19,206                         19,206             19,206  
      Share repurchases     (29,955 )                       (29,955 )           (29,955 )
      Redemption of non-management directors share units     757                         757             757  
      Share-based compensation expense           2,531                   2,531             2,531  
      Balance at December 31, 2023   $ 2,365,129     $ 75,086     $ 147,476     $ (1,012,029 )   $ 1,575,662     $     $ 1,575,662  


      2024 FOURTH QUARTER AND YEAR-END RESULTS CONFERENCE CALL AND WEBCAST

      Precision Drilling Corporation has scheduled a conference call and webcast to begin promptly at 11:00 a.m. MT (1:00 p.m. ET) on Thursday, February 13, 2025.

      To participate in the conference call please register at the URL link below. Once registered, you will receive a dial-in number and a unique PIN, which will allow you to ask questions.

      https://register.vevent.com/register/BI9168b4c0516f4409ab4f297340994ebc

      The call will also be webcast and can be accessed through the link below. A replay of the webcast call will be available on Precision’s website for 12 months.

      https://edge.media-server.com/mmc/p/8hij84aa

      About Precision

      Precision is a leading provider of safe and environmentally responsible High Performance, High Value services to the energy industry, offering customers access to an extensive fleet of Super Series drilling rigs. Precision has commercialized an industry-leading digital technology portfolio known as Alpha™ that utilizes advanced automation software and analytics to generate efficient, predictable, and repeatable results for energy customers. Our drilling services are enhanced by our EverGreen™ suite of environmental solutions, which bolsters our commitment to reducing the environmental impact of our operations. Additionally, Precision offers well service rigs, camps and rental equipment all backed by a comprehensive mix of technical support services and skilled, experienced personnel.

      Precision is headquartered in Calgary, Alberta, Canada and is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.

      Additional Information

      For further information, please contact:

      Lavonne Zdunich, CPA, CA
      Vice President, Investor Relations
      403.716.4500

      800, 525 – 8th Avenue S.W.
      Calgary, Alberta, Canada T2P 1G1
      Website: www.precisiondrilling.com

      The MIL Network

  • MIL-OSI: CarePilot and Community Hospital Corporation Forge Strategic Partnership Following Successful Pilot of Ambient AI Technology

    Source: GlobeNewswire (MIL-OSI)

    KANSAS CITY, Mo. and PLANO, Texas, Feb. 12, 2025 (GLOBE NEWSWIRE) — CarePilot, a leader in AI-driven medical documentation for community healthcare, today announced a new strategic partnership with Plano, TX based Community Hospital Corporation (CHC) following a successful pilot of CarePilot’s ambient AI technology in several CHC facilities. Under this partnership, CHC plans to deploy and distribute CarePilot’s AI scribe solution across their managed and affiliated hospitals nationwide.

    • CarePilot’s ambient AI technology transforms spoken clinical conversations into comprehensive, structured documentation, enabling clinicians to focus on delivering patient care rather than on administrative tasks. This partnership is expected to streamline clinical workflows and ultimately enhance the patient experience throughout CHC’s extensive network.

    “We’re excited to work with CarePilot to bring AI to community health care and improve the experience for our patients and providers,” said Joe Ford, Regional Vice President of Information Technology at CHC.

    CHC is renowned for its support of community-based hospitals nationwide. The organization is either directly responsible for or supports the day-to-day operations of 23 hospitals across the country.  Additionally, CHC Consulting, CHC IT management, Telecom and Supply chain programs extend its influence to over 200 network hospitals. This broad reach positions CHC as a pivotal force in enhancing community health care delivery across diverse regions. By integrating CarePilot’s AI solution, the partnership aims to reduce administrative burdens on clinicians, optimize clinical documentation, and foster more meaningful interactions between healthcare providers and their patients.

    “We’re committed to bringing cutting-edge technology to rural and community hospitals. Our collaboration with CarePilot and their ambient AI platform is a testament to that commitment. By automating documentation in ambulatory, ED, and inpatient settings, and ensuring seamless compatibility with various EHRs, we’re not only improving operational efficiency, but also making this advanced technology accessible to our dedicated healthcare professionals, ultimately driving better patient outcomes in the communities we serve.”

    About CarePilot
    CarePilot is at the forefront of AI-driven documentation solutions for community healthcare. Its cutting-edge AI scribe technology converts clinical conversations into detailed clinical notes, reducing the administrative burden on providers and allowing them to focus on what truly matters—patient care. Designed for seamless integration into existing clinical workflows, CarePilot’s solution is transforming the landscape of clinical documentation across community health settings.

    About CHC Community Hospital Corporation
    Community Hospital Corporation owns, manages and consults with hospitals through CHC Hospitals, CHC Consulting and CHC ContinueCARE with the purpose to collaborate with partners and bring innovative solutions to support the vibrancy and accessibility of community healthcare. Based in Plano, Texas, CHC provides the resources and experience community hospitals need to improve quality outcomes, patient satisfaction and financial performance.

    For more information, please visit www.carepilot.com or www.chc.com.

    CONTACT:
    Joseph Tutuera, CEO
    sales@carepilot.com
    6550 Sprint Parkway
    Suite 200
    Overland Park, Kansas, 66211, USA

    The MIL Network

  • MIL-OSI: Ponce De Leon Foundation Grant Awarded in the Amount of $610,000 to Nonprofits

    Source: GlobeNewswire (MIL-OSI)

    BRONX, N.Y., Feb. 12, 2025 (GLOBE NEWSWIRE) — The Board of Directors of the Ponce De Leon Foundation is pleased to announce it has awarded $610,000 to nonprofits that are making a difference in our communities. Since its inception in 2017, the Foundation has provided over $2.4 million in grants.

    Madeline V. Marquez, Executive Director of the Ponce De Leon Foundation, stated, “Year after year our grant applications increase, and it is evident the immense needs in our communities. We pride ourselves in ensuring all our focus areas are recognized and that we spread our funds equitably as we continue to support and strengthen the impact to our organizations.”

    Carlos P. Naudon, President and Director of the Ponce De Leon Foundation, stated, “The mission on corporate social responsibility remains, we live it, breathe it and stay true to it. Once again overjoyed in serving our communities.”

    Steven A. Tsavaris, Chairman of the Ponce De Leon Foundation added, “Partnership is key, especially when missions align. Humbled by these impactful groups and organizations.”

    ACE Programs: $25,000 for the Expansion of Services for Low-Income, Independently Housed Individuals in Western Queens Project

    Act Now Foundation, Inc.: $20,000 for the Alzheimer’s Care Project

    Andromeda Community Initiative: $30,000 for Constructive Career

    Brooklyn Youth Sports Club Inc: $30,000 for Brooklyn Youths Sports Club Program.

    Creative Art Works: $15,000 for Public Art Youth Employment Programs.

    Daniel’s Music Foundation: $20,000 for Disability Awareness.

    Education Through Music: $30,000 for Music Education Program.

    Girls Incorporated of New York City: $30,000 for the Project Accelerate.

    Hope Kids NY.: $25,000 for the Ready, Set, Go to College Program.

    Housing Partnership Development Corp: $30,000 for Homeownership Counseling & Education program.

    I Challenge Myself Inc: $10,000 for Cycling Smartly in The Bronx program.

    Jamaica Center for Arts & Learning Inc: $20,000 for JCAL Riddim Section.

    Neighborhood Self Help by Older Persons Project Inc (SHOPP): $30,000 for Senior Community Assistance.

    New Heights Youth Inc: $25,000 for College Bound Program.

    New York Women’s Chamber of Commerce: $30,000 for the ContractHer Program.

    Palisades Emergency Residence PERC: $15,000 for Technology Access Program.

    Part of the Solution (POTS): $30,000 for the ESOL Support Program.

    Princeton Center for Leadership & Learning: $30,000 for Connecting Gardening, Science & Literacy

    Project Hope Charities, Inc: $30,000 for Food Pantry Project.

    Regional Aid for Interim Needs Inc RAIN: $30,000 for Cucina Dolores Mobile Food Kitchen Project.

    Spanish Speaking Elderly Council RAICES: $30,000 for Mindful Journey Program.

    The HOPE Program Inc: $30,000 for Digital Literacy for Low-Income New Yorkers Program.

    Union City Music Project, Inc: $15,000 for the 2025 After School Orchestral Music Education Program.

    The Young People’s Chorus of New York City: $30,000 for YPC South Bronx Community Chorus Program.

    About the Ponce De Leon Foundation: The Ponce De Leon Foundation is a private 501(c)3 charitable corporation launched in 2017 with a generous gift of stock and cash from Ponce Bank. As the bank has grown, so has the foundation, and when Ponce Bank became a fully public entity in January of 2022 additional funds were donated. Ponce De Leon Foundation’s mission remains, to improve the quality of life in the communities in which Ponce Bank maintains full-service branches. With these gifts, Ponce Bank made clear its commitment to continue its tradition of supporting the communities it serves. For further information on the Ponce De Leon Foundation, you can send an email to Grants@Poncedeleonfoundation.org.

    About Ponce Bank: Ponce Bank is a subsidiary of Ponce Financial Group, Inc., a NASDAQ company trading under the symbol PDLB. Ponce Bank is a federally chartered stock savings association headquartered in the Bronx, New York. The Bank’s business is conducted through the administrative office, 13 branch banking offices and 5 mortgage loan centers. The banking offices are located in the Bronx (4 branches), Manhattan (2 branches), Queens (3 branches), Brooklyn (3 branches), and Union City, New Jersey (1 branch). Mortgage centers are located in Queens, (Flushing, Jamaica and Astoria) Brooklyn (Marine Park), and Bergenfield, New Jersey. The primary market area currently consists of the New York City metropolitan area. www.poncebank.com

    The MIL Network

  • MIL-OSI: THE ANNOUNCEMENT on the holding of the extraordinary general meeting

    Source: GlobeNewswire (MIL-OSI)

    THE ANNOUNCEMENT
    on the holding of the extraordinary general meeting

    of a joint stock company:

    ZTS Sabinov, a. s., registered seat: Hollého 27, 083 30 Sabinov, ID No.: 00 590 797, registered in the Commercial Register of the District Court of Prešov, Sec.: Sa, Ins. No.: 76/P
    (hereinafter referred to as the “Company“)

    The Board of Directors of the Company, in accordance with § 184 et seq. of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter referred to as the “Commercial Code“), convenes

    EXTRAORDINARY GENERAL MEETING
    OF THE COMPANY,

    to be held on 19.03.2025 at 08:00 a.m. at the registered seat of the Company, at Hollého 27, 083 30 Sabinov, with the following agenda:

    1. opening of the Extraordinary General Meeting and election of its bodies (chairman, recorder, verifiers of the minutes and scrutineers);
    1. deciding on changes to the Articles of Association of the Company;
    1. deciding on the termination of trading with all shares of the Company on the Bratislava Stock Market and on the fact that the Company ceases to be a public joint stock company and becomes a private joint stock company;
    1. deciding on the conversion of the type and form of all shares of the Company from book-entry bearer shares to registered paper shares;
    1. deciding on the approval of the process of conversion of all shares of the Company and the issuance of new shares;
    1. deciding according to § 161a of the Commercial Code;
    1. deciding on changes to the Articles of Association of the Company effective as of the date of the announcement of the mandatory takeover bid for the shares of the Company;
    1. closing.

    Registration and presentation of shareholders will take place at the premises of the Company from 07:00 a.m. to 07:55 a.m., personally arranged by authorized persons of the Company. Registration and presentation will close five (5) minutes prior to the commencement of the Extraordinary General Meeting.
    The decisive date for exercising the shareholder’s rights under Section 180(1) of the Commercial Code in the case of shares of a public joint-stock company is the third day preceding the date of the Extraordinary General Meeting, i.e. 16.03.2025.
    The person attending the Extraordinary General Meeting shall be required to prove their identity at the time of registration and presentation. In the case of the personal attendance of a person who is a shareholder:

    1. natural person shall present their valid identity document at the time of presentation and registration;
    1. legal entity shall hand over the original or an officially certified copy of a up to date extract from the commercial register or from a similar register, not older than 90 days, to the person in charge of the presentation and registration of shareholders; if the shareholder (legal entity) is not registered in such a register, the original or an officially certified copy of a up to date proof of the legal personality of such entity shall be handed over, including a document certifying who is authorized to act on behalf of the legal entity; at the same time, the natural person acting on behalf of the shareholder (legal entity) shall present their valid identity document;

    Shareholder may participate in the Extraordinary General Meeting represented by an authorized representative on the basis of a written power of attorney with the officially verified signature of the shareholder. In the case of a shareholder being represented by a representative, the representative shall:

    – shall hand over the original of the written power of attorney with the officially verified signature of the shareholder or an officially verified copy thereof at the time of registration and presentation to the authorized person of the Company;

    – shall hand over the original or an officially certified copy of the documents to be presented or handed over by the shareholder to prove the identity of the shareholder (except for the identity document to be presented) and the circumstances relating to the proceedings and the subject matter of the Extraordinary General Meeting;

    – shall present their valid identification document at the time of presentation and registration;
    Provided that the shareholder, holder of bearer shares, established, as a security covering the respective expenses, a pledge over at least one share of the company pursuant to Section 184(3) of the Commercial Code, shall have the right to request sending a copy of the draft amendment of the Articles of Association of the Company at his own expense and risk to the address given by them. The shareholder shall have the right to request information and explanations at the Extraordinary General Meeting that are relevant to the subject matter thereof. The Board of Directors is obliged to provide the shareholder with the information in writing no later than 15 days after the Extraordinary General Meeting.

    The Board of Directors of the Company, in accordance with Section 184(6) of the Commercial Code, hereby notifies the shareholders of the substance of the proposed changes to the Articles of Association of the Company, which changes are to be subject to decision in accordance with items 2. and 7. of the proposed agenda of the Extraordinary General Meeting:

    • establishment of the shareholders’ right to decide on the conversion of the form of shares of the Joint Stock Company (agenda item 2);
    • change in the details of the type and form of the shares as a result of the conversion of the shares of the Company (agenda item 7);
    • establishing the obligation of the Company to keep a list of shareholders holding registered shares (agenda item 7);
    • regulation of the rights and obligations of shareholders holding registered paper shares in accordance with the provisions of the Commercial Code (agenda item 7);

    Information for Shareholders of the Company:

    • shareholder has the right to attend and vote at the Extraordinary General Meeting. The number of votes of a shareholder corresponds to the ratio of the nominal value of his shares to the amount of the share capital of the Company, whereby one vote shall be cast for every EUR 16.00 of the nominal value of the shareholder’s shares;
    • shareholder attends the extraordinary general meeting at his own expense;
    • shareholder has the right to request information and explanations at the Extraordinary General Meeting concerning the Company’s affairs or the affairs of persons controlled by the Company, which matters are related to the subject matter of the Extraordinary General Meeting, and the shareholder is obliged to exercise this right no later than the decisive date specified in this announcement, i.e. no later than 16.03.2025;
    • shareholder has the right to request copies of the draft Articles of Association or to have them sent to the address provided by the shareholder at the shareholder’s own expense and risk;
    • at the request of a shareholder or shareholders holding shares with a nominal value of at least 5% of the share capital, the Board of Directors shall include the matter specified by them in the agenda of the Extraordinary General Meeting. The Extraordinary General Meeting shall be obliged to discuss the matter in such a case. The request for the addition to the agenda must be supported by reasons or be accompanied by a draft resolution of the extraordinary general meeting, otherwise the extraordinary general meeting may not take such a request into consideration; if the request for the addition of the matter to the agenda of Extraordinary General Meeting is received after the publication of the announcement of the Extraordinary General Meeting, the Board of Directors shall send or publish the addition to the agenda of the Extraordinary General Meeting in the manner prescribed by law and specified in the Articles of Association for convening Extraordinary General Meetings at least 10 days before the Extraordinary General Meeting, i.e. no later than on 09.03.2025; if such publication of the addition to the agenda of the Extraordinary General Meeting is not possible, the specified matter may be included in the agenda of the Extraordinary General Meeting only in the presence and with the consent of all shareholders of the Company; the Board of Directors shall be obliged to send or publish the notification of the addition to the agenda within 10 days before the Extraordinary General Meeting in each case if it is received by the shareholder or shareholders holding shares with a nominal value of at least 5% of the share capital not later than 20 days before the Extraordinary General Meeting, i.e. not later than 27.02.2025;
    • shareholder may participate in the Extraordinary General Meeting represented by an authorized representative on the basis of a written power of attorney with the officially verified signature of the shareholder, a specimen of which is attached as Annex 1 to this announcement; the original of the written power of attorney or an officially verified copy thereof shall be handed over by the authorized representative to the persons in charge of the registration and presentation of the shareholders at the Extraordinary General Meeting no later than the beginning of the Extraordinary General Meeting, which persons shall present the power of attorney to the recorder of the Extraordinary General Meeting; the original of the written power of attorney or a certified copy thereof may be substituted by the verification of the ordinary copy of the written power of attorney by the recorder of the Extraordinary General Meeting – the verification by the recorder of the Extraordinary General Meeting shall be carried out on the basis of the presentation of the original of the document and its ordinary copy, while the verification of the ordinary copy shall be marked thereon and shall be retained for the purposes of the records of the Company; the original of the document shall be returned to the person who presented it;
    • Company accepts shareholder’s notices of appointment, change or revocation of a power of attorney, accompanied by documents proving the indicated legal facts (i) in person at the registered office of the Company, (ii) by means of paper delivery to the registered office of the Company, alternatively (iii) by electronic means in favor of the e-mail address: griad@ztssabinov.sk; the authorized person is obliged to present the original officially certified written power of attorney at the time of registration and presentation of the shareholders at the Extraordinary General Meeting;
    • if a shareholder has granted a written power of attorney to more than one person to exercise the voting rights attached to the same shares at a single extraordinary general meeting, the Company shall enable to vote to that representative who has been entered the earliest in the list of attendees at the extraordinary general meeting;
    • if several shareholders have granted a written power of attorney for representation to one representative, the latter may vote separately for each shareholder duly represented at the Extraordinary General Meeting;
    • shareholder may grant a written power of attorney to a member of the Supervisory Board of the Company exclusively stipulating the specific instructions for voting on each resolution or item on the agenda of the Extraordinary General Meeting on which the member of the Supervisory Board, as representative, is appointed to vote on behalf of the shareholder;
    • shareholder’s voting and participation in the Extraordinary General Meeting cannot be carried out by means of postal services prior to the Extraordinary General Meeting, nor by electronic means, as such voting or participation in the Extraordinary General Meeting is not provided for in the Articles of Association of the Company;
    • Company shall make available to shareholders on the Company’s website www.ztssabinov.sk (electronically) at least 30 days prior to the Extraordinary General Meeting:
    • full text of all documents to be discussed in the agenda of the Extraordinary General Meeting;
    • total number of shares and voting rights attached to the shares as of the date of publication of the announcement of the Extraordinary General Meeting;
    • draft resolutions, if any, of the Extraordinary General Meeting according to the individual items on the agenda of the Extraordinary General Meeting and the opinion of the Board of Directors on each item on the agenda of the Extraordinary General Meeting for which no draft resolution is submitted;
    • specimen of the written power of attorney form that may be used for the voting of representatives;
    • full texts of the documents (in particular the draft Articles of Association) and drafts of any resolutions of the Extraordinary General Meeting to be discussed at the Extraordinary General Meeting are made available to shareholders in hard copy form for inspection at the registered office of the Company within 30 days prior to the Extraordinary General Meeting, on working days between 1:00 p.m. and 3:00 p.m.;
    • Company publishes information pursuant to a special regulation by means of the Internet, on its website at www.ztssabinov.sk ;

    SAMPLE POWER OF ATTORNEY
    for representation at the Extraordinary General Meeting

    POWER OF ATTORNEY

    The undersigned Principal

    Full name/Business name: ………………………………
    Address / Registered office: …………………………….
    Date of birth / Company ID: ……………………………
    Registered in
    1: …………………………………………….
    Acting through1: …………………………………………..

    as the owner of ………. dematerialized shares of the issuer ZTS Sabinov, a. s., with its registered office at Hollého 27, 083 30 Sabinov, Company ID: 00 590 797, registered in the Commercial Register of the District Court Prešov, Section: Sa, Insert No.: 76/P, in bearer form, ISIN: ……………………………., with a nominal value of 16 EUR per share.

    (hereinafter referred to as the “Principal“),

    hereby authorizes

    the Authorized Representative
    Full name/Business name: ……………………………….
    Address/Registered office: ……………………………….
    Date of birth/Company ID: ……………………………….
    Registered in1: ……………………………………………..
    Acting through1: ……………………………………………

    (hereinafter referred to as the “Authorized Representative”)

    to represent the Principal at the Extraordinary General Meeting of ZTS Sabinov, a. s., with its registered office at Hollého 27, 083 30 Sabinov, Company ID: 00 590 797, registered in the Commercial Register of the District Court Prešov, Section: Sa, Insert No.: 76/P (hereinafter referred to as the “Company“), which will be held on March 19, 2025, at 08:00 AM at the registered office of the Company (hereinafter referred to as the “Extraordinary General Meeting“), in accordance with the provisions of Section 31 et seq. of the Civil Code, and within the agreed scope of authorization.

    The Authorized Representative is entitled to exercise all rights and fulfill all obligations at the Extraordinary General Meeting, which are granted to the Principal as a shareholder of the Company under the legal framework of the Slovak Republic and the Articles of Association of the Company. In particular, but not exclusively, the Authorized Representative is entitled to vote, submit proposals, and request information on behalf and in the name of the Principal.

    I hereby grant this power of attorney in relation to the shares owned by the Principal as a shareholder of the Company, which are registered on the following securities accounts2:

    1. Securities account number:…………, number of shares owned by the Principal and registered on the specified securities account: ………………;
    2. Securities account number: ………, number of shares owned by the Principal and registered on the specified securities account: ……………;
    3. Securities account number: …………………, number of shares owned by the Principal and registered on the specified securities account: ………………;

    If this power of attorney is granted to an Authorized Representative who is a member of the Supervisory Board of the Company, the Authorized Representative is entitled to exercise all rights at the Extraordinary General Meeting, which the legal system of the Slovak Republic and the Articles of Association of the Company grant to the Principal as a shareholder of the Company, under the following conditions3:

    • For agenda item(s) no. ……………….., the Authorized Representative is obliged to vote in favor;
    • For agenda item(s) no. ……………….., the Authorized Representative is obliged to vote against;
    • For agenda item(s) no. ……………….., the Authorized Representative is obliged to abstain from voting.

    This power of attorney is granted for the duration of the Extraordinary General Meeting.

    By signing this document, the Authorized Representative unconditionally confirms that they have been acquainted with the Articles of Association of the Company by the Principal and are aware of their obligations arising from this power of attorney.

    The Authorized Representative is not entitled to delegate this authorization to another person (prohibition of substitution).

    This power of attorney shall be governed by the legal system of the Slovak Republic.

    On behalf of the Principal:
    In __________________, on __________.2025

    full name / business name:  

     

    position1:  

     

    signature:  

     

     

     

    (officially certified signature)

     

     

     

    On behalf of the Authorized Representative:
    In __________________, on __________.2025

    full name / business name:  

     

    position1:  

     

    signature:  

     

     

     

    (officially certified signature)

     

     

     

    ZTS Sabinov, a. s. accepts notifications regarding the granting of power of attorney, changes to an already granted power of attorney, and revocation of power of attorney also via email at griad@ztssabinov.sk in PDF document format.

    The MIL Network

  • MIL-OSI: $TOCKHOLDER ALERT: The M&A Class Action Firm Continues To Investigate The Merger – ENFN, VCSA, ACCD, AVAV

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Feb. 12, 2025 (GLOBE NEWSWIRE) — Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and are investigating:

    • Enfusion, Inc. (NYSE: ENFN), relating to the proposed merger with Clearwater Analytics. Under the terms of the agreement, Enfusion shareholders will receive $5.85 per share in cash and $5.40 per share in Clearwater Class A Common Stock.

    Click here for more https://monteverdelaw.com/case/enfusion-inc-enfn/. It is free and there is no cost or obligation to you.

    • Vacasa, Inc. (NASDAQ: VCSA), relating to the proposed merger with Casago. Under the terms of the agreement, Casago will acquire all outstanding shares of Vacasa held by public stockholders at a price of $5.02 per share.

    Click here for more https://monteverdelaw.com/case/vacasa-inc-vcsa/. It is free and there is no cost or obligation to you.

    • Accolade, Inc. (Nasdaq: ACCD), relating to the proposed merger with Transcarent. Under the terms of the agreement, Transcarent will acquire Accolade for $7.03 per share in cash.

    Click here for more https://monteverdelaw.com/case/accolade-inc-accd/. It is free and there is no cost or obligation to you.

    • AeroVironment, Inc. (NASDAQ: AVAV), relating to the proposed merger with BlueHalo LLC. Under the terms of the agreement, AeroVironment shareholders will own approximately 60.5% of the combined company.

    ACT NOW. The Shareholder Vote is scheduled for April 1, 2025.

    Click here for more information https://monteverdelaw.com/case/aerovironment-inc-avav/. It is free and there is no cost or obligation to you.

    NOT ALL LAW FIRMS ARE THE SAME. Before you hire a law firm, you should talk to a lawyer and ask:

    1. Do you file class actions and go to Court?
    2. When was the last time you recovered money for shareholders?
    3. What cases did you recover money in and how much?

    About Monteverde & Associates PC

    Our firm litigates and has recovered money for shareholders…and we do it from our offices in the Empire State Building. We are a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court. 

    No company, director or officer is above the law. If you own common stock in any of the above listed companies and have concerns or wish to obtain additional information free of charge, please visit our website or contact Juan Monteverde, Esq. either via e-mail at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.

    Contact:
    Juan Monteverde, Esq.
    MONTEVERDE & ASSOCIATES PC
    The Empire State Building
    350 Fifth Ave. Suite 4740
    New York, NY 10118
    United States of America
    jmonteverde@monteverdelaw.com
    Tel: (212) 971-1341

    Attorney Advertising. (C) 2024 Monteverde & Associates PC. The law firm responsible for this advertisement is Monteverde & Associates PC (www.monteverdelaw.com).  Prior results do not guarantee a similar outcome with respect to any future matter.

    The MIL Network

  • MIL-OSI: Parker Scheduled to Present at Barclays Industrial Select Conference on February 19 at 11:00 a.m. Eastern Time

    Source: GlobeNewswire (MIL-OSI)

    CLEVELAND, Feb. 12, 2025 (GLOBE NEWSWIRE) — Parker Hannifin Corporation (NYSE: PH), the global leader in motion and control technologies, today announced that it is scheduled to present at the Barclays Industrial Select Conference in Miami Beach, Florida on February 19, 2025 at 11:00 a.m. Eastern time. A live webcast of the presentation will be accessible on Parker’s investor information website at investors.parker.com and will be archived on the site. 

    Parker Hannifin is a Fortune 250 global leader in motion and control technologies. For more than a century the company has been enabling engineering breakthroughs that lead to a better tomorrow. Parker has increased its annual dividend per share paid to shareholders for 68 consecutive fiscal years, among the top five longest-running dividend-increase records in the S&P 500 index. Learn more at www.parker.com or @parkerhannifin.

    ###

    The MIL Network

  • MIL-OSI: 1401 Penn Project Receives Repayment

    Source: GlobeNewswire (MIL-OSI)

    WASHINGTON, Feb. 13, 2025 (GLOBE NEWSWIRE) — EB5 Capital, a leading Regional Center operator in the EB-5 industry, announced today that it has received a partial $12.38 million repayment from the recapitalization of the 1401 Penn (JF20) project.

    The remaining $4.62 million balance of the $17.0 million EB-5 investment will remain invested in the project alongside a new senior lender and preferred equity provider.

    Completed in July 2020, JF20 is a mixed-use development featuring a seven-story, 167-unit apartment community and over 20,000 square feet of ground-floor retail in Washington, D.C.’s historic Capitol Hill neighborhood. On the ground floor of the property is The Roost, a 12,500 square foot food hall operated by Neighborhood Restaurant Group featuring 12 individual food and beverage concepts. The dynamic food hall has received critical acclaim and is quickly becoming a premier destination on Capitol Hill.

    “The repayment of an EB-5 investment by a developer is an important moment in our business cycle,” said Brian Ostar, President of EB5 Capital. “We take great pride in the level of scrutiny potential deals go through. The return of funds reaffirms our investment due diligence process and highlights our team’s ability to identify viable EB-5 investment opportunities for our investors.”

    This repayment marks the 18th EB5 Capital project where the company can begin returning funds to investors.

    About EB5 Capital

    EB5 Capital provides qualified foreign investors with opportunities to invest in job-creating commercial real estate projects under the United States Immigrant Investor Program (EB-5 Visa Program). Headquartered in Washington, DC, EB5 Capital’s distinguished track record and leadership in the industry has attracted investors from over 75 countries. As one of the oldest and most active Regional Center operators in the country, the firm has raised over $1.3 billion of foreign capital across approximately 45 EB-5 projects. 100% of our investors’ funds are protected by the Federal Deposit Insurance Corporation (FDIC) insurance prior to their deployment into our projects. Please visit www.eb5capital.com for more information.

    Contact:
    Katherine Willis
    Director, Marketing & Communications
    media@eb5capital.com

    The MIL Network

  • MIL-OSI: Partners Value Investments Inc. Announces Normal Course Issuer Bids

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Feb. 12, 2025 (GLOBE NEWSWIRE) — Partners Value Investments Inc. (the “Corporation”) (TSXV: PVF.WT. PVF.PR.V), a subsidiary of Partners Value Investments L.P. announced today that it has received approval from the TSX Venture Exchange (the “Exchange”) for normal course issuer bids (the “Bids”) to purchase up to 1,396,407 of its share purchase warrants (the “Warrants”), representing approximately 5% of its currently outstanding Warrants; and to purchase up to 3,533,558 of its Class A preferred shares, series 1 (the “Preferred Shares”), representing approximately 5% of its currently outstanding Preferred Shares. The Bids will be effective from February 14, 2025 to February 13, 2026, or such earlier date that the Corporation completes its purchases.

    Purchases by the Corporation pursuant to the Bids will be made by its designated broker, RBC Capital Markets, through the facilities of the Exchange, other designated exchanges and alternative trading systems in Canada. The price which the Corporation will pay for any Warrants or Preferred Shares purchased will be the market price of the Warrants and Preferred Shares at the time of acquisition. Any Warrants and Preferred Shares acquired through the Bids will be cancelled. As of January 31, 2025, there were 27,928,149 Warrants and 70,671,137 Preferred Shares outstanding.

    The Corporation believes that, from time to time, the market price of the Warrants and Preferred Shares may not adequately reflect their value. In such circumstances, the Corporation believes that its outstanding Warrants and Preferred Shares may represent an appropriate and desirable use of its available funds.

    In connection with the Bids, the Corporation will enter into an automatic purchase plan with its designated broker on February 13, 2025. The automatic purchase plan will allow for the purchase of Warrants and Preferred Shares when the Corporation would not ordinarily be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Outside of these periods, Warrants and Preferred Shares will be repurchased in accordance with management’s discretion and in compliance with applicable law.

    For further information, contact Investor Relations at ir@pvii.ca or 416‐643-7621.

    Note: This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of applicable Canadian securities regulations. Expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking information and forward-looking statements.

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

    Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements and information include, but are not limited to: the financial performance of Brookfield Corporation and Brookfield Asset Management Ltd., the impact or unanticipated impact of general economic, political and market factors; the behavior of financial markets, including fluctuations in interest and foreign exchanges rates; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; strategic actions including dispositions; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the effect of applying future accounting changes; business competition; operational and reputational risks; technological change; changes in government regulation and legislation; changes in tax laws, catastrophic events, such as earthquakes, hurricanes, or pandemics/epidemics; the possible impact of international conflicts and other developments including terrorist acts; and other risks and factors detailed from time to time in the Partnership’s documents filed with the securities regulators in Canada.

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

    The MIL Network

  • MIL-OSI: Petrus Resources Announces 2025 Budget Guidance

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, Feb. 12, 2025 (GLOBE NEWSWIRE) — Petrus Resources Ltd. (“Petrus” or the “Company“) (TSX: PRQ) is pleased to announce its 2025 capital guidance.

    2025 BUDGET GUIDANCE

    In 2025, Petrus will build on its strategy of disciplined capital investment by targeting projects designed to maintain production, increase liquids weighting, enhance capital efficiency and generate free funds flow. The Board of Directors has approved a $40 million to $50 million capital program, with approximately 70% allocated toward high-impact development drilling in its core Ferrier and North Ferrier areas. The remaining capital will be invested in strategic infrastructure, including a 12-kilometer expansion of the North Ferrier pipeline, and land acquisitions. The budget is based on price assumptions of USD$68.50/bbl WTI for oil, CAD$2.04/GJ AECO for natural gas and a USD/CAD exchange rate of $0.70. Through the execution of this capital program, Petrus expects to:

    • Achieve 2025 annual average daily production of 9,000 to 10,000 boe1 per day – 65% gas and 35% total liquids
    • Generate $45 million to $55 million in annual funds flow2 for 2025
    • Pay a monthly dividend of $0.01/share – annually this represents approximately 9% of the current share price
    • Maintain net debt flat2 at $60 million  

    Given the inherent volatility of commodity prices, the Company recognizes it is prudent to remain disciplined and flexible from an operational and financial perspective. For 2025, the Company has hedged approximately 54% of its forecasted production at an average price of $2.78/GJ for natural gas and CAD $94.37/bbl for oil. Petrus will continue to monitor Canadian oil and natural gas prices and will evaluate the capital program on an ongoing basis.

    The Company remains well-positioned to navigate changing market dynamics while delivering consistent value to shareholders. By leveraging operational efficiencies and maintaining financial discipline, Petrus continues to strengthen its financial position and reinforce long-term sustainability. As market conditions evolve, the Company is prepared to adapt and respond quickly to capture opportunities and maximize returns.

    ABOUT PETRUS
    Petrus is a public Canadian oil and gas company focused on property exploitation, strategic acquisitions and risk-managed exploration in Alberta.

    For further information, please contact:

    Ken Gray
    President and Chief Executive Officer
    T: 403-930-0889
    E: kgray@petrusresources.com

    _____________________________

    1 Disclosure of production on a per boe basis consists of the constituent product types and their respective quantities. Refer to “BOE Presentation” and “Production and Product Type Information” for further details.

    2 Non-GAAP financial measure. During the year ended December 31, 2023, funds flow was $78.0 million. As at September 30, 2024, net debt was $60.4 million. Refer to “Non-GAAP and Other Financial Measures”.

    READER ADVISORIES

    Non-GAAP and Other Financial Measures

    This press release refers to the terms “funds flow” and “net debt”. These non-GAAP and other financial measures are not recognized measures under GAAP (IFRS) and do not have a standardized meaning prescribed by GAAP (IFRS). Accordingly, the Company’s use of these terms may not be comparable to similarly defined measures presented by other companies. These non-GAAP and other financial measures should not be considered to be more meaningful than GAAP measures which are determined in accordance with IFRS as indicators of our performance. Management uses these non-GAAP and other financial measures for the reasons set forth below.

    Funds Flow

    Funds flow is a common non-GAAP financial measure used in the oil and natural gas industry that evaluates the Company’s profitability at the corporate level. Management believes that funds flow provides information to assist a reader in understanding the Company’s profitability relative to current commodity prices. The most directly comparable financial measure that is disclosed in the Company’s primary financial statements is oil and natural gas revenue, which was $125.6 million for the year ended December 31, 2023. For additional information regarding funds flow (including a reconciliation of funds flow to oil and natural gas revenue), see the disclosure under “Non-GAAP and Other Financial Measures – Corporate Netback and Funds Flow” in the Company’s Management’s Discussion & Analysis for the year ended December 31, 2023 which is available on SEDAR+ at www.sedarplus.ca, which disclosure is incorporated by reference herein.

    Net Debt
    Net debt is a non-GAAP financial measure and is calculated as the sum of long-term debt and working capital (current assets and current liabilities), excluding the current financial derivative contracts, the current portion of the lease obligation and the current portion of the decommissioning obligation. Petrus uses net debt as a key indicator of its leverage and strength of its balance sheet. As at September 30, 2024, long-term debt was $25 million. For additional information regarding net debt (including a reconciliation of net debt to long-term debt), see the disclosure under “Non-GAAP and Other Financial Measures – Net Debt” in the Company’s Management’s Discussion & Analysis for the three- and nine-month periods ended September 30, 2024 which is available on SEDAR+ at www.sedarplus.ca, which disclosure is incorporated by reference herein.

    Forward-Looking Statements and FOFI

    Certain information regarding Petrus set forth in this press release contains forward-looking statements within the meaning of applicable securities law, that involve substantial known and unknown risks and uncertainties. Such statements represent Petrus’ internal projections, estimates, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These statements are only predictions and actual events or results may differ materially. Although Petrus believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause Petrus’ actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Petrus. In particular, forward-looking statements included in this press release include, but are not limited to, statements with respect to: our intention in 2025 to build on our strategy of disciplined capital investment by targeting projects designed to maintain production, increase liquids weighting, enhance capital efficiency and generate free funds flow; the range of our capital program in 2025, with approximately 70% allocated toward high-impact development drilling in our core Ferrier and North Ferrier areas, and that the remaining capital will be invested in strategic infrastructure, including a 12-kilometer expansion of the North Ferrier pipeline, and land acquisitions; our belief that through the execution of our 2025 capital program we will achieve 2025 annual average daily production of 9,000 to 10,000 boe per day (65% gas and 35% total liquids), generate $45 million to $55 million in annual funds flow, pay a monthly dividend of $0.01/share, and maintain net debt flat at $60 million; our intention to remain disciplined and flexible from an operational and financial perspective; that for 2025 we have hedged approximately 54% of ours forecasted production, and the details thereof; our intention to continue to monitor Canadian oil and natural gas prices and evaluate our capital program on an ongoing basis; our belief that we are well-positioned to navigate changing market dynamics while delivering consistent value to shareholders; our belief that by leveraging operational efficiencies and maintaining financial discipline, we continues to strengthen our financial position and reinforce long-term sustainability; and that we are prepared to adapt and respond quickly to capture opportunities and maximize returns. These forward-looking statements are subject to numerous risks and uncertainties, most of which are beyond the Company’s control, including: the risk that (i) negotiations between the U.S. and Canadian governments are not successful and one or both of such governments implements announced tariffs, increases the rate or scope of announced tariffs, or imposes new tariffs on the import of goods from one country to the other, including on oil and natural gas, (ii) the U.S. and/or Canada imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas, and (iii) the tariffs imposed by the U.S. on other countries and responses thereto could have a material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian oil and natural gas industry and the Company; the risk that we do not generate sufficient funds flow and free funds flow to maintain our dividend at current levels and/or to maintain net debt flat; the impact of general economic conditions; volatility in market prices for crude oil, NGL and natural gas; industry conditions; currency fluctuation; changes in interest rates and inflation rates; imprecision of reserve estimates; liabilities inherent in crude oil and natural gas operations; environmental risks; incorrect assessments of the value of acquisitions and exploration and development programs; competition; the lack of availability of qualified personnel or management; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry; hazards such as fire, explosion, blowouts, cratering, and spills, or extreme weather events, such as wild fires, floods, drought and extreme cold or warm temperatures, each of which could result in substantial damage to wells, production facilities, other property and the environment or in personal injury and/or increase our costs, decrease our production, or otherwise impede our ability to operate our business; stock market volatility; ability to access sufficient capital from internal and external sources; that the amount of dividends that we pay may be reduced or suspended entirely; that we reduce or suspend the repurchase of shares under our NCIB; and the other risks and uncertainties described in our Annual Information Form. With respect to forward-looking statements contained in this press release, Petrus has made assumptions regarding: that the tariffs that have been publicly announced by the U.S. and Canadian governments (but which are not yet in effect) do not come into effect, but that if such tariffs do come into effect, the potential impact of such tariffs, and that other than the tariffs that have been announced, neither the U.S. nor Canada (i) increases the rate or scope of such tariffs, or imposes new tariffs, on the import of goods from one country to the other, including on oil and natural gas, and/or (ii) imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas; the amount of dividends that we will pay; the number of shares that we will repurchase under our NCIB; future commodity prices (including as disclosed herein) and royalty regimes; availability of skilled labour; timing and amount of capital expenditures; future exchange rates (including as disclosed herein); the impact of increasing competition; conditions in general economic and financial markets; availability of drilling and related equipment and services; effects of regulation by governmental agencies; the effects of inflation on our profitability; future interest rates; and future operating costs. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide investors with a more complete perspective on Petrus’ future operations and such information may not be appropriate for other purposes. Petrus’ actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. Readers are cautioned that the foregoing lists of factors are not exhaustive. This press release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about Petrus’ prospective results of operations including, without limitation, our forecasts for our 2025 capital spending program, 2025 annual average daily production rate, 2025 annual funds flow, 2025 monthly dividend, and 2025 net debt, which are 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 and, as such, undue reliance should not be placed on FOFI. Petrus’ actual results, performance or achievement could differ materially from those expressed in, or implied by, these FOFI, or if any of them do so, what benefits Petrus will derive therefrom. Petrus has included the FOFI in order to provide readers with a more complete perspective on Petrus’ future operations and such information may not be appropriate for other purposes.

    These forward-looking statements and FOFI are made as of the date of this press release and the Company disclaims any intent or obligation to update any forward-looking statements and FOFI, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

    BOE Presentation

    The oil and natural gas industry commonly expresses production volumes and reserves on a barrel of oil equivalent (“boe”) basis whereby natural gas volumes are converted at the ratio of six thousand cubic feet to one barrel of oil. The intention is to sum oil and natural gas measurement units into one basis for simplified measurement of results and comparisons with other industry participants. Petrus uses the 6:1 boe measure which is the approximate energy equivalence of the two commodities at the burner tip. Boe’s do not represent an economic value equivalence at the wellhead and therefore may be a misleading measure if used in isolation.

    Production and Product Type Information

    The Company’s forecast 2025 annual average daily production rate disclosed in this press release (9,000 to 10,000 boe per day) consists of the following product types, as defined in National Instrument 51-101 and using the conversion ratio described above, where applicable: 15% light oil and condensate, 20% natural gas liquids and 65% conventional natural gas.

    The MIL Network

  • MIL-OSI: Artius II Acquisition Inc. Announces Pricing of $200 Million Initial Public Offering

    Source: GlobeNewswire (MIL-OSI)

    Artius II Features a 1,000,000 Distributable Class A Ordinary Share Structure (“Tontine Structure”) with Sponsor Reducing Founder Shares by an Equal Amount

    Each Unit Includes One Class A Ordinary Share, One Right to Receive 1/10th of a Class A Ordinary Share and One Contingent Right to Receive a Pro Rata Share of 1,000,000 Distributable Class A Ordinary Shares Under Tontine Structure

    NEW YORK, Feb. 12, 2025 (GLOBE NEWSWIRE) — Artius II Acquisition Inc. (“Artius II” or the “Company”) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “AACBU” beginning February 13, 2025. Each unit consists of one Class A ordinary share, one right entitling the holder thereof to receive one tenth of one Class A ordinary share upon the consummation of an initial business combination and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) distributable Class A ordinary shares at the closing of an initial business combination based on the number of Class A ordinary shares not redeemed prior to an initial business combination (“tontine structure”), and our sponsor will concurrently reduce founder shares by an equal amount. Once the Class A ordinary shares and rights comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq under the symbols “AACB” and “AACBR,” respectively.

    Santander is acting as sole book-running manager. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

    About Artius II Acquisition Inc.

    The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on technology enabled businesses that directly or indirectly offer specific technology solutions, broader technology software and services, or financial services to companies of all sizes. The Company was founded by Boon Sim, the Founder and Managing Partner of Artius Capital Partners LLC and founder of Artius Acquisition Inc., a special purpose acquisition company. Karen Richardson, Kevin Costello and John Stein will be serving as board members.

    The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Santander US Capital Markets LLC at Santander US Capital Markets LLC, Attention: ECM Syndicate, 437 Madison Avenue, New York, NY 10022, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.

    A registration statement relating to the securities became effective on February 12, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

    Forward-Looking Statements

    This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

    Investor Contact:

    Jason Ozone
    jason@artiuscapital.com
    +1-212-309-7668

    The MIL Network

  • MIL-OSI: WinVest Acquisition Corp. Announces Extension of Termination Date and Additional Contribution to Trust Account to Extend Termination Date

    Source: GlobeNewswire (MIL-OSI)

    Cambridge, MA, Feb. 12, 2025 (GLOBE NEWSWIRE) — WinVest Acquisition Corp. (NASDAQ: WINV, the “Company”), a special purpose acquisition company, announced today that its Board of Directors (the “Board”) has approved an extension of the period of time available to the Company to consummate an initial business combination by one month from February 17, 2025 to March 17, 2025 (the “Termination Date”), as permitted under the Company’s Amended and Restated Certificate of Incorporation, as amended. The purpose of the extension is to provide additional time for the Company to complete an initial business combination.

    In connection with the extension, $30,000 (representing approximately $0.116 per unredeemed share of common stock issued in the Company’s initial public offering) has been deposited into the trust account established in connection with the Company’s initial public offering pursuant to the Company’s third drawdown upon an unsecured non-interest-bearing promissory note in the aggregate principal amount of $180,000 issued by the Company to WinVest SPAC LLC (the “Sponsor”) on December 16, 2024.

    About WinVest Acquisition Corp.

    WinVest Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

    Forward-Looking Statements

    This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including statements about the successful consummation of the Company’s initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from those contemplated by the forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering and other reports filed with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

    Contact:

    WinVest Acquisition Corp.
    Manish Jhunjhunwala
    (617) 658-3094

    The MIL Network

  • MIL-OSI: Brookfield Real Assets Income Fund Inc. Announces Portfolio Management Team Changes

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Feb. 12, 2025 (GLOBE NEWSWIRE) — Brookfield Public Securities Group LLC (“PSG”) today announced upcoming changes to the Brookfield Real Assets Income Fund Inc. (“RA” or the “Fund”) portfolio management team.

    Riley O’Neal, CFA, Director of Risk Management, will join the portfolio management team for RA. Riley has been a member of PSG’s risk management team since joining the firm in 2016 and currently serves as director of risk management. To address current market dynamics, PSG believes it is critical that it continue to invest in the quantitative resources of the firm and align those resources with its investment teams. PSG believes Riley will bring a valuable quantitative analysis skillset to his role as co-portfolio manager for the Fund.

    Paula Horn, PSG’s President and Chief Investment Officer, also will join the Fund’s portfolio management team. Paula brings 31 years of investment experience, a wealth of credit knowledge, valuable macro insights and facilitates connectivity across Brookfield. Both portfolio management team appointments will be effective on March 31, 2025.

    Riley and Paula are joining Gaal Surugeon, Larry Antonatos and Chris Janus as Co-Portfolio Managers to the Fund. Riley, Paula, Gaal, Chris and Larry together will be responsible for all allocation decisions of the Fund. They will continue to leverage PSG’s deep expertise and investment capabilities across real asset sectors, capital structures and the liquidity spectrum to create diversified real asset solutions for investors.

    Finally, PSG announced that Larry Antonatos, Co-Portfolio Manager to the Fund, is retiring after 14 successful years at Brookfield. Larry’s departure will be effective June 30, 2025. Larry will be available to ensure a smooth transition.

    Contact information:

    Investing involves risk; principal loss is possible.

    A fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company. Read the prospectus carefully before investing.

    Brookfield Real Assets Income Fund Inc. is distributed by Foreside Fund Services, LLC.

    Quasar Distributors, LLC, provides filing administration for Brookfield Real Assets Income Fund Inc.

    Brookfield Real Assets Income Fund Inc. is managed by Brookfield Public Securities Group LLC (PSG). The Fund uses its website as a channel of distribution of material information about the Fund. Financial and other material information regarding the Fund is routinely posted on and accessible at https://www.brookfieldoaktree.com/fund/brookfield-real-assets-income-fund-inc

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    Returned to GAAP profitability with net income of $9 million in fourth quarter

    Adjusted EBITDA of $41 million, up 315% year-over-year

    Quarterly annualized net charge-off rate of 11.7%, lowest since third quarter of 2022

    Total quarterly operating expenses of $89 million, reduced 31% year-over-year

    Raising full year 2025 expectations

    SAN CARLOS, Calif., Feb. 12, 2025 (GLOBE NEWSWIRE) — Oportun Financial Corporation (Nasdaq: OPRT) (“Oportun”, or the “Company”) reported financial results today for the fourth quarter and full year ended December 31, 2024.

    “We finished the year stronger than anticipated and believe that we’ve turned the corner, well-poised to capitalize on our momentum and advance our strategic priorities into 2025 and beyond,” said Raul Vazquez, CEO of Oportun. “I’m pleased that we returned to GAAP profitability in the quarter by generating $9 million of net income, a $51 million year-over-year increase. Furthermore, fourth quarter Adjusted Net Income increased by $30 million year-over-year, while Adjusted EBITDA more than quadrupled, and we returned to originations growth at 19%. I am also pleased that we delivered quarterly GAAP and Adjusted Return on Equity (ROE) of 10% and 25%, respectively, demonstrating good progress towards consistently delivering annual ROE in the 20% to 28% range. Our focus on cost discipline and improved credit performance is continuing to yield tangible results, laying the foundation to return to growth in 2025. We’re raising our expectations for full year 2025 Adjusted EPS to $1.10 to $1.30 per share, which implies 53 to 81% growth.”

    Fourth Quarter and Full Year 2024 Results

    Metric GAAP   Adjusted1
      4Q24 4Q23 FY24 FY23   4Q24 4Q232 FY24 FY232
    Total revenue $251 $263 $1,002 $1,057          
    Net income (loss) $9 $(42) ($79) ($180)   $22 $(8.2) $29 $(71)
    Diluted EPS $0.20 $(1.09) ($1.95) $(4.88)   $0.49 $(0.21) $0.72 $(1.93)
    Adjusted EBITDA           $41 $9.9 $105 $19
    Dollars in millions, except per share amounts.                
    1See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.
    2Beginning 1Q24, we updated our calculations of Adjusted EBITDA and Adjusted Net Income (Loss). Prior periods presented here have been updated to reflect the prior period numbers on a comparable basis. See Appendix for non-GAAP reconciliation to the most comparable GAAP measure.
     

    Fourth Quarter 2024

    • Aggregate Originations were $522 million, a 19% increase compared to $437 million in the prior-year quarter
    • Portfolio Yield was 34.2%, an increase of 155 basis points compared to the 32.7% in prior-year quarter
    • Owned Principal Balance at end-of-period was $2.7 billion, a decrease of 8% compared to $2.9 billion in the prior-year quarter
    • Annualized Net Charge-Off Rate of 11.7%, a decrease of 55 basis points compared to 12.3% in the prior-year quarter
    • 30+ Day Delinquency Rate of 4.8%, a decrease of 113 basis points compared to 5.9% for the prior-year quarter

    Full Year 2024

    • Aggregate Originations were $1,775 million, a 2% decrease compared to $1,813 million in the prior year
    • Portfolio Yield was 33.5%, an increase of 125 basis points compared to 32.2% in the prior year
    • Annualized Net Charge-Off Rate of 12.0%, a decrease of 18 basis points compared to 12.2% in the prior year

    Financial and Operating Results

    All figures are as of or for the quarter ended December 31, 2024, unless otherwise noted.

    Operational Drivers

    Originations – Aggregate Originations for the fourth quarter were $522 million, an increase of 19% as compared to $437 million in the prior-year quarter as the Company returned to year-over-year growth for the first time in ten quarters. Aggregate Originations for full year 2024 were $1,775 million, a decrease of 2% as compared to $1,813 million in 2023.

    Portfolio Yield – Portfolio Yield as of the end of fourth quarter was 34.2%, an increase of 155 basis points as compared to 32.7% in the prior-year quarter. Portfolio Yield for the full year 2024 was 33.5%, an increase of 125 basis points as compared to 32.2% in 2023.

    Fourth Quarter 2024 Financial Results

    Revenue – Total revenue for the fourth quarter of $251 million was a decrease of 4% as compared to $263 million in the prior-year quarter. The decrease was due to the November 12th sale of the Company’s credit card receivables portfolio and a decline in average daily principal balance in its personal loans portfolio. The decline in average daily principal balance was due to prior credit tightening actions, the revenue impact of which was partially offset by a 155 basis point increase in portfolio yield to 34.2%. Excluding the impact of the credit card receivables portfolio sale, the fourth quarter’s total revenue declined by only 2%.

    Net revenue for the fourth quarter was $93 million, up 30% as compared to Net Revenue of $72 million in the prior-year quarter. Lower net charge-offs and non-cash fair value marks more than offset lower total revenue and higher interest expense. Excluding a one-time, non-cash write-off of $17 million of deferred financing fees relating to the Company’s November corporate debt refinancing, net revenue would have been up 53% year-over-year.

    Operating Expenses and Adjusted Operating Expense1 – For the fourth quarter, total operating expense was $89 million, a decrease of 31% as compared to $129 million in the prior-year quarter and below the $97.5 million the Company was targeting. The decrease is principally attributable to a combined set of cost reduction initiatives announced in 2023 and 2024. The fourth quarter 2024 figure includes approximately $6 million in one-time benefits, including those related to capitalization of previous accrued expenses associated with the Company’s debt refinancing, true-ups related to estimated costs of exiting the credit card product and other benefits management does not consider to be part of a normalized run rate. Without the benefit from these one-time items, operating expense would have been approximately $95 million, still below the $97.5 million target. Adjusted Operating Expense, which excludes stock-based compensation expense and certain non-recurring charges, decreased 17% year-over-year to $89 million.

    Net Income (Loss) and Adjusted Net Income (Loss)1 – Net income was $9 million as compared to a net loss of $42 million in the prior-year quarter. The increase in net income was attributable to the increase in net revenue and a decrease in operating expenses as a result of cost reduction initiatives. Adjusted Net Income was $22 million, as compared to Adjusted Net Loss of $8.2 million in the prior-year quarter. The increase in Adjusted Net Income was attributable higher net revenue and the decrease in operating expense.

    Earnings (Loss) Per Share and Adjusted EPS1 – GAAP earnings per share, basic and diluted, were both $0.20, as compared to basic and diluted loss per share of $1.09 each in the prior-year quarter. Adjusted earnings per share was $0.49 as compared to adjusted loss per share of $0.54 in the prior-year quarter.

    Adjusted EBITDA1 – Adjusted EBITDA was $41 million, up from $10 million in the prior-year quarter, driven by a significant reduction in operating expenses along with reduced charge-offs.

    Full Year 2024 Financial Results

    Revenue – Total revenue for the full year was $1.0 billion, a decrease of 5% as compared to total revenue of $1.1 billion in 2023. The decrease was due to decreased interest income attributable to a lower Average Daily Principal Balance including impact from the November sale of the credit card receivables portfolio and decreased non-interest income. Excluding the impact of the credit card receivables portfolio sale, full year total revenue declined by 4%.

    Net revenue for the full year was $295 million, an increase of 5% compared to net revenue of $281 million in the prior year, primarily due to an improvement in net decrease in fair value, including reduced marks on asset backed notes and reduced charge-offs. This net revenue favorability was partially offset by an increase in interest expense, including a one-time, non-cash write-off of $17 million of deferred financing fees related to the Company’s debt financing in the fourth quarter, and the decline in total revenue.

    Operating Expense and Adjusted Operating Expense1 – For the full year, total operating expense was $410 million, a decrease of 23% as compared to $534 million in 2023, enabled by the cost reduction initiatives announced in 2023 and 2024. Adjusted Operating Expense, which excludes stock-based compensation expense and certain non-recurring charges, decreased 20% year-over-year to $381 million due to similar drivers.

    Net Income (Loss) and Adjusted Net Income (Loss)1 – Net loss was $79 million, as compared to a net loss of $180 million in 2023. Adjusted Net Income increased to $29 million, as compared to Adjusted Net Loss of $71 million in 2023. The improvements in net loss and Adjusted Net income were attributable to reduced operating expenses coupled with higher net revenue, including reduced charge-offs.

    Earnings (Loss) Per Share and Adjusted EPS1 – GAAP net loss per share, basic and diluted, were both $1.95 for the full year 2024 as compared to basic and diluted loss per share of $4.88 each in 2023. Adjusted earnings per share was $0.72 in 2024 as compared to an adjusted net loss per share of $1.93 in 2023.

    Adjusted EBITDA1 – Adjusted EBITDA was $105 million, an increase of $86 million , or 463% as compared to $19 million in 2023, also driven by reduced operating expenses coupled with higher net revenue, including reduced charge-offs.

    Credit and Operating Metrics

    Net Charge-Off Rate – The Annualized Net Charge-Off Rate for the fourth quarter was 11.7%, a 55 basis points reduction from 12.3% in the prior-year quarter, and 12.0% for the full year 2024, an 18 basis points reduction from 12.2% in 2023. Dollar Net Charge-offs for the quarter were down 12% to $80 million, compared to $91 million for the prior-year quarter, and down 9% to $331 million for the full year 2024, compared to $364 million for 2023.

    30+ Day Delinquency Rate – The Company’s 30+ Day Delinquency Rate was 4.8% at the end of 2024, a 113 basis points improvement compared to 5.9% at the end of 2023.

    Operating Expense Ratio and Adjusted Operating Expense Ratio1 – Operating Expense Ratio for the quarter was 13.1% as compared to 17.5% in the prior-year quarter, a 434 basis points improvement. Adjusted Operating Expense Ratio was 13.1% as compared to 14.5% in the prior-year quarter, a 141 basis points improvement. For the full year 2024, Operating Expense Ratio was 14.8% as compared to 17.9% for 2023, a 302 basis points improvement. For the full year 2024, Adjusted Operating Expense Ratio was 13.8% as compared to 16.0% for 2023, a 224 basis points improvement. The Adjusted Operating Expense Ratio excludes stock-based compensation expense and certain non-recurring charges, such as expenses related to the credit card portfolio sale. The improvement in Adjusted Operating Expense Ratio is primarily attributable to the Company’s focus on reducing operating expenses, partially offset by a decrease in Average Daily Principal Balance due to prior credit tightening actions.

    Return on Equity (“ROE”) and Adjusted ROE1 – ROE for the quarter was 10%, as compared to (39)% in the prior-year quarter. The increase was attributable to the increase in net income. Adjusted ROE for the quarter was 25%, as compared to (8)% in the prior-year quarter. ROE for the full year 2024 was (21)%, as compared to (38)% for 2023. Adjusted ROE for the full year 2024 was 8%, as compared to (15)% for 2023.

    1 Beginning 1Q24, we updated our calculations of Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Operating Expense. To align with these updated calculations we also updated Adjusted EPS and Adjusted Return on Equity. Prior periods presented here have been updated to reflect the prior period numbers on a comparable basis. See Appendix for non-GAAP reconciliation to the most comparable GAAP measure.

    Other Products

    Secured personal loans – As of December 31, 2024, the Company had a secured personal loan receivables balance of $162 million, up 38% from $117 million at the end of 2023, and up 15% quarter-over-quarter. Available only in California as of the end of 2023, Oportun now also offers secured personal loans in Texas, Florida, Arizona, New Jersey and Illinois. During 2024, secured personal loan losses ran approximately 500 basis points lower compared to unsecured personal loans, with fourth quarter revenue per loan approximately 75% higher due to larger average loan sizes.

    Funding and Liquidity

    As of December 31, 2024, total cash was $215 million, consisting of cash and cash equivalents of $60 million and restricted cash of $155 million. Cost of Debt and Debt-to-Equity were 8.0% and 7.9x, respectively, for and at the end of the fourth quarter 2024 as compared to 7.1% and 7.2x, respectively, for and at the end of the prior-year quarter. Cost of Debt and Debt-to-Equity were 7.8% and 7.9x, respectively, for and at the year ended December 31, 2024 as compared to 6.0% and 7.2x, respectively, for and at the year ended December 31, 2023. These fourth quarter and full year 2024 Cost of Debt figures exclude a $17 million non-cash write-off of deferred financing costs relating to the repayment of the Company’s prior corporate financing facility as part of a November refinancing. As of December 31, 2024, the Company had $227 million of undrawn capacity on its existing $766 million personal loan warehouse lines. The Company’s personal loan warehouse lines are committed through September 2027 and August 2028.

    Financial Outlook for First Quarter and Full Year 2025

    Oportun is providing the following guidance for 1Q 2025 and full year 2025 as follows:

      1Q 2025   Full Year 2025
    Total Revenue $225 – $230M   $945 – $970M
    Annualized Net Charge-Off Rate 12.30% +/- 15 bps   11.5% +/- 50 bps
    Adjusted EBITDA1 $18 – $22M   $135 – $145M
    Adjusted Net Income   $53 – $63M
    Adjusted EPS   $1.10 – $1.30
    1 See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, including revised Adjusted EBITDA, and the table entitled “Reconciliation of Forward Looking Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.

    Chief Financial Officer & Chief Administration Officer Announces Retirement

    On February 7, 2025, Mr. Jonathan Coblentz notified the Company that effective March 28, 2025, he plans to retire from his role as Chief Financial Officer (“CFO”) and Chief Administrative Officer (“CAO”) of the Company. Mr. Coblentz has served as the Company’s CFO since 2009.

    Mr. Coblentz will continue in his CFO and CAO roles until March 28th to support a smooth transition to Casey Mueller, the Company’s Principal Accounting Officer and Global Controller, who, following Mr. Coblentz’s departure will serve as our interim CFO. The Company has retained an executive search firm to conduct a thorough search process to identify Mr. Coblentz’s successor, considering both internal and external candidates.

    Mr. Mueller is 43 years old and has served as Global Controller since joining the Company in 2018 and assumed the role of Principal Accounting Officer in 2022. Prior to joining the Company, Mr. Mueller held various leadership roles of increasing scope and responsibility within finance at OneMain Financial from 2013 to 2018. Mr. Mueller also previously served as Audit Manager at Deloitte LLP, a public accounting firm, which currently serves as the Company’s auditor. Mr. Mueller is a Certified Public Accountant and received a B.S. in Accounting and Master of Accountancy from Brigham Young University.

    Conference Call

    As previously announced, Oportun’s management will host a conference call to discuss fourth quarter 2024 results at 5:00 p.m. ET (2:00 p.m. PT) today. A live webcast of the call will be accessible from the Investor Relations page of Oportun’s website at https://investor.oportun.com. The dial-in number for the conference call is 1-866-604-1698 (toll-free) or 1-201-389-0844 (international). Participants should call in 10 minutes prior to the scheduled start time. Both the call and webcast are open to the general public. For those unable to listen to the live broadcast, a webcast replay of the call will be available at https://investor.oportun.com for one year. A file that includes supplemental financial information and reconciliations of certain non-GAAP measures to their most directly comparable GAAP measures, will be available on the Investor Relations page of Oportun’s website at https://investor.oportun.com following the conference call.

    About Non-GAAP Financial Measures

    This press release presents information about the Company’s Adjusted Net Income (Loss), Adjusted EPS, Adjusted EBITDA, Adjusted Operating Expense, Adjusted Operating Efficiency, Adjusted Operating Expense Ratio, and Adjusted ROE, all of which are non-GAAP financial measures provided as a supplement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company believes these non-GAAP measures can be useful measures for period-to-period comparisons of its core business and provide useful information to investors and others in understanding and evaluating its operating results. Non-GAAP financial measures are provided in addition to, and not as a substitute for, and are not superior to, financial measures calculated in accordance with GAAP. In addition, the non-GAAP measures the Company uses, as presented, may not be comparable to similar measures used by other companies. Reconciliations of non-GAAP to GAAP measures can be found below.

    About Oportun

    Oportun (Nasdaq: OPRT) is a mission-driven financial services company that puts its members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, Oportun empowers members with the confidence to build a better financial future. Since inception, Oportun has provided more than $19.7 billion in responsible and affordable credit, saved its members more than $2.4 billion in interest and fees, and helped its members save an average of more than $1,800 annually. For more information, visit Oportun.com.

    Forward-Looking Statements

    This press release contains forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements as to future performance, results of operations and financial position; achievement of the Company’s strategic priorities and goals; expectations regarding the departure of the Company’s CFO and CAO and regarding its interim CFO; the Company’s expectations regarding macroeconomic conditions; the Company’s profitability and future growth opportunities; the effect of and trends in fair value mark-to-market adjustments on the Company’s loan portfolio and asset-backed notes; the Company’s first quarter and full year 2025 outlook; the Company’s expectations regarding Adjusted EPS in full year 2025; the Company’s expectations related to future profitability on an adjusted basis, and the plans and objectives of management for our future operations, are forward-looking statements. These statements can be generally identified by terms such as “expect,” “plan,” “goal,” “target,” “anticipate,” “assume,” “predict,” “project,” “outlook,” “continue,” “due,” “may,” “believe,” “seek,” or “estimate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These forward-looking statements speak only as of the date on which they are made and, except to the extent required by federal securities laws, Oportun disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause Oportun’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Oportun has based these forward-looking statements on its current expectations and projections about future events, financial trends and risks and uncertainties that it believes may affect its business, financial condition and results of operations. These risks and uncertainties include those risks described in Oportun’s filings with the Securities and Exchange Commission, including Oportun’s most recent annual report on Form 10-K, and include, but are not limited to, Oportun’s ability to retain existing members and attract new members; Oportun’s ability to accurately predict demand for, and develop its financial products and services; the effectiveness of Oportun’s A.I. model; macroeconomic conditions, including fluctuating inflation and market interest rates; increases in loan non-payments, delinquencies and charge-offs; Oportun’s ability to increase market share and enter into new markets; Oportun’s ability to realize the benefits from acquisitions and integrate acquired technologies; the risk of security breaches or incidents affecting the Company’s information technology systems or those of the Company’s third-party vendors or service providers; Oportun’s ability to successfully offer loans in additional states; Oportun’s ability to compete successfully with other companies that are currently in, or may in the future enter, its industry; and changes in Oportun’s ability to obtain additional financing on acceptable terms or at all.

    Contacts

    Investor Contact
    Dorian Hare
    (650) 590-4323
    ir@oportun.com

    Media Contact
    Michael Azzano
    Cosmo PR for Oportun
    (415) 596-1978
    michael@cosmo-pr.com

    Oportun and the Oportun logo are registered trademarks of Oportun, Inc.

     
    Oportun Financial Corporation
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (in millions, except share and per share data, unaudited)
        Three Months Ended
    December 31,
      Twelve Months Ended
    December 31,
          2024       2023       2024       2023  
    Revenue                
    Interest income   $ 233.5     $ 242.2     $ 925.5     $ 963.5  
    Non-interest income     17.5       20.5       76.3       93.4  
    Total revenue     250.9       262.6       1,001.8       1,056.9  
    Less:                
    Interest expense     73.7       52.0       238.2       179.4  
    Net decrease in fair value     (83.9 )     (138.5 )     (468.4 )     (596.8 )
    Net revenue     93.4       72.1       295.2       280.7  
                     
    Operating expenses:                
    Technology and facilities     37.9       54.8       166.2       219.4  
    Sales and marketing     17.3       18.1       67.0       75.3  
    Personnel     19.7       25.1       87.2       121.8  
    Outsourcing and professional fees     8.1       11.2       36.8       45.4  
    General, administrative and other     6.4       20.2       53.2       72.4  
    Total operating expenses     89.5       129.4       410.4       534.3  
                     
    Income (loss) before taxes     3.9       (57.3 )     (115.2 )     (253.7 )
    Income tax benefit     (4.8 )     (15.5 )     (36.5 )     (73.7 )
    Net income (loss)   $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
                     
    Diluted Earnings (Loss) per Common Share   $ 0.20     $ (1.09 )   $ (1.95 )   $ (4.88 )
    Diluted Weighted Average Common Shares     43,550,693       38,485,406       40,356,025       36,875,950  


    Note: Numbers may not foot or cross-foot due to rounding.

     
    Oportun Financial Corporation
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in millions, unaudited)
        December 31,   December 31,
          2024       2023  
    Assets        
    Cash and cash equivalents   $ 60.0     $ 91.2  
    Restricted cash     154.7       114.8  
    Loans receivable at fair value     2,778.5       2,962.4  
    Capitalized software and other intangibles     86.6       114.7  
    Right of use assets – operating     9.8       21.1  
    Other assets     137.6       107.7  
    Total assets   $ 3,227.1     $ 3,411.9  
             
    Liabilities and stockholders’ equity        
    Liabilities        
    Secured financing   $ 535.5     $ 290.0  
    Asset-backed notes at fair value     1,080.7       1,780.0  
    Asset-backed borrowings at amortized cost     984.3       581.5  
    Acquisition and corporate financing     203.8       258.7  
    Lease liabilities     18.2       28.4  
    Other liabilities     50.9       68.9  
    Total liabilities     2,873.3       3,007.5  
    Stockholders’ equity        
    Common stock            
    Common stock, additional paid-in capital     612.6       584.6  
    Accumulated deficit     (252.5 )     (173.8 )
    Treasury stock     (6.3 )     (6.3 )
    Total stockholders’ equity     353.8       404.4  
    Total liabilities and stockholders’ equity   $ 3,227.1     $ 3,411.9  


    Note: Numbers may not foot or cross-foot due to rounding.

     
    Oportun Financial Corporation
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in millions, unaudited)
      Three Months Ended
    December 31,
      Twelve Months Ended
    December 31,
        2024       2023       2024       2023  
    Cash flows from operating activities              
    Net income (loss) $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
    Adjustments for non-cash items   100.4       139.0       498.0       585.3  
    Proceeds from sale of loans in excess of originations of loans sold and held for sale   0.2       2.9       4.5       8.5  
    Changes in balances of operating assets and liabilities   (17.9 )     6.2       (30.3 )     (21.1 )
    Net cash provided by operating activities   91.4       106.3       393.5       392.8  
                   
    Cash flows from investing activities              
    Net loan principal repayments (loan originations)   (101.7 )     (91.8 )     (228.1 )     (257.5 )
    Proceeds from loan sales originated as held for investment   51.7       1.3       54.5       4.1  
    Capitalization of system development costs   (6.1 )     (6.1 )     (19.2 )     (31.3 )
    Other, net   (0.3 )     (0.2 )     (0.9 )     (1.4 )
    Net cash used in investing activities   (56.4 )     (96.8 )     (193.7 )     (286.2 )
                   
    Cash flows from financing activities              
    Borrowings   691.2       429.4       1,736.7       945.5  
    Repayments   (740.1 )     (432.1 )     (1,927.7 )     (1,047.1 )
    Net stock-based activities         (0.4 )     (0.3 )     (2.7 )
    Net cash used in financing activities   (48.9 )     (3.1 )     (191.2 )     (104.4 )
                   
    Net increase (decrease) in cash and cash equivalents and restricted cash   (13.9 )     6.4       8.6       2.2  
    Cash and cash equivalents and restricted cash beginning of period   228.5       199.6       206.0       203.8  
    Cash and cash equivalents and restricted cash end of period $ 214.6     $ 206.0     $ 214.6     $ 206.0  


    Note: Numbers may not foot or cross-foot due to rounding.

     
    Oportun Financial Corporation
    CONSOLIDATED KEY PERFORMANCE METRICS
    (unaudited)
        Three Months Ended
    December 31,
      Twelve Months Ended
    December 31,
    Key Financial and Operating Metrics     2024       2023       2024       2023  
    Aggregate Originations (Millions)   $ 522.2     $ 437.3     $ 1,775.3     $ 1,813.1  
    Portfolio Yield (%)     34.2 %     32.7 %     33.5 %     32.2 %
    30+ Day Delinquency Rate (%)     4.8 %     5.9 %     4.8 %     5.9 %
    Annualized Net Charge-Off Rate (%)     11.7 %     12.3 %     12.0 %     12.2 %
                     
    Other Metrics                
    Managed Principal Balance at End of Period (Millions)   $ 2,973.5     $ 3,182.1     $ 2,973.5     $ 3,182.1  
    Owned Principal Balance at End of Period (Millions)   $ 2,678.2     $ 2,904.7     $ 2,678.2     $ 2,904.7  
    Average Daily Principal Balance (Millions)   $ 2,714.4     $ 2,940.5     $ 2,766.6     $ 2,992.6  


    Note: Numbers may not foot or cross-foot due to rounding.

     
    Oportun Financial Corporation
    ABOUT NON-GAAP FINANCIAL MEASURES
    (unaudited)

    This press release dated February 12, 2025 contains non-GAAP financial measures. The following tables reconcile the non-GAAP financial measures in this press release to the most directly comparable financial measures prepared in accordance with GAAP.

    The Company believes that the provision of these non-GAAP financial measures can provide useful measures for period-to-period comparisons of Oportun’s core business and useful information to investors and others in understanding and evaluating its operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same names, and may differ from non-GAAP financial measures with the same or similar names that are used by other companies.

    As previously announced on March 12, 2024, beginning with the quarter ended March 31, 2024 the Company has updated it’s calculation of Adjusted EBITDA and Adjusted Net Income for all periods. To align with these updated calculations the Company also updated Adjusted Operating Efficiency, Adjusted EPS and Adjusted Return on Equity. Comparable prior period Non-GAAP financial measures are included in addition to the previously reported metrics.

    Adjusted EBITDA
    The Company defines Adjusted EBITDA as net income, adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted EBITDA is an important measure because it allows management, investors and its board of directors to evaluate and compare operating results, including return on capital and operating efficiencies, from period to period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of Oportun’s business, as it removes the effect of income taxes, certain non-cash items, variable charges and timing differences.

    • The Company believes it is useful to exclude the impact of income tax expense, as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations.
    • The Company believes it is useful to exclude depreciation and amortization and stock-based compensation expense because they are non-cash charges.
    • The Company believes it is useful to exclude the impact of interest expense associated with the Company’s corporate financing facilities, including the senior secured term loan and the residual financing facility, as it views this expense as related to its capital structure rather than its funding.
    • The Company excludes the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
    • The Company also excludes fair value mark-to-market adjustments on its loans receivable portfolio and asset-backed notes carried at fair value because these adjustments do not impact cash.

    Adjusted Net Income
    The Company defines Adjusted Net Income as net income adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted Net Income is an important measure of operating performance because it allows management, investors, and the Company’s board of directors to evaluate and compare its operating results, including return on capital and operating efficiencies, from period to period, excluding the after-tax impact of non-cash, stock-based compensation expense and certain non-recurring charges.

    • The Company believes it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations. The Company also includes the impact of normalized income tax expense by applying a normalized statutory tax rate.
    • The Company believes it is useful to exclude the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect its ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
    • The Company believes it is useful to exclude stock-based compensation expense because it is a non-cash charge.
    • The Company also excludes the fair value mark-to-market adjustment on its asset-backed notes carried at fair value to align with the 2023 accounting policy decision to account for new debt financings at amortized cost.

    Adjusted Operating Expense, Adjusted Operating Efficiency and Adjusted Operating Expense Ratio
    The Company defines Adjusted Operating Expense as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges. Other non-recurring charges include litigation reserve, impairment charges, and debt amendment costs related to our Corporate Financing facility. The Company defines Adjusted Operating Efficiency as Adjusted Operating Expense divided by total revenue. The Company defines Adjusted Operating Expense Ratio as Adjusted Operating Expense divided by Average Daily Principal Balance. The Company believes Adjusted Operating Expense is an important measure because it allows management, investors and Oportun’s board of directors to evaluate and compare its operating costs from period to period, excluding the impact of non-cash, stock-based compensation expense and certain non-recurring charges. The Company believes Adjusted Operating Efficiency and Adjusted Operating Expense Ratio are important measures because they allow management, investors and Oportun’s board of directors to evaluate how efficiently the Company is managing costs relative to revenue and Average Daily Principal Balance.

    Adjusted Return on Equity
    The Company defines Adjusted Return on Equity (“ROE”) as annualized Adjusted Net Income divided by average stockholders’ equity. Average stockholders’ equity is an average of the beginning and ending stockholders’ equity balance for each period. The Company believes Adjusted ROE is an important measure because it allows management, investors and its board of directors to evaluate the profitability of the business in relation to its stockholders’ equity and how efficiently it generates income from stockholders’ equity.

    Adjusted EPS
    The Company defines Adjusted EPS as Adjusted Net Income divided by weighted average diluted shares outstanding.

     
    Oportun Financial Corporation
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (in millions, unaudited)
        Three Months Ended
    December 31,
      Twelve Months Ended
    December 31,
    Adjusted EBITDA     2024       2023       2024       2023  
    Net income (Loss)   $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
    Adjustments:                
    Income tax benefit     (4.8 )     (15.5 )     (36.5 )     (73.7 )
    Interest on corporate financing     11.4       14.6       51.1       51.8  
    Depreciation and amortization     12.5       13.8       52.2       54.9  
    Stock-based compensation expense     2.8       4.8       13.1       18.0  
    Workforce optimization expenses     0.1       6.8       3.1       22.5  
    Other non-recurring charges (1)     14.2       10.8       31.0       15.5  
    Fair value mark-to-market adjustment     (4.0 )     16.4       69.3       109.5  
    Adjusted EBITDA(2)   $ 41.0     $ 9.9     $ 104.5     $ 18.6  
        Three Months Ended
    December 31,
      Twelve Months Ended
    December 31,
    Adjusted Net Income     2024       2023       2024       2023  
    Net income (Loss)   $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
    Adjustments:                
    Income tax benefit     (4.8 )     (15.5 )     (36.5 )     (73.7 )
    Stock-based compensation expense     2.8       4.8       13.1       18.0  
    Workforce optimization expenses     0.1       6.8       3.1       22.5  
    Other non-recurring charges (1)     14.2       10.8       31.0       15.5  
    Net decrease in fair value of credit cards receivable                 36.2        
    Mark-to-market adjustment on ABS notes     8.5       23.6       72.1       100.0  
    Adjusted income before taxes     29.5       (11.3 )     40.2       (97.7 )
    Normalized income tax expense     8.0       (3.0 )     10.8       (26.4 )
    Adjusted Net Income (Loss) (3)   $ 21.5     $ (8.2 )   $ 29.3     $ (71.3 )
                     
    Stockholders’ equity   $ 353.8     $ 404.4     $ 353.8     $ 404.4  
    GAAP ROE     10.2 %   (39.2 )%   (20.8 )%   (37.8 )%
    Adjusted ROE (%) (4)     25.2 %   (7.7 )%     7.7 %   (15.0 )%


    Note: Numbers may not foot or cross-foot due to rounding.

    (1) Certain prior-period financial information has been reclassified to conform to current period presentation.
    (2) Our calculation of Adjusted EBITDA was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted EBITDA shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $6.1 million and $1.7 million, respectively.
    (3) Our calculation of Adjusted Net Income (Loss) was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted Net Income (Loss) shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $(20.6) million and $(124.1) million, respectively.
    (4) Calculated as Adjusted Net Income (Loss) divided by average stockholders’ equity. ROE has been annualized. Due to the Adjusted Net Income (Loss) revisions in Q1 2024, the Q4 2023 and FY 2023 Adjusted ROE values would have been (19.3)% and (26.1)%, respectively.

     
    Oportun Financial Corporation
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (in millions, unaudited)
        Three Months Ended
    December 31,
      Twelve Months Ended
    December 31,
    Adjusted Operating Efficiency     2024       2023       2024       2023  
    Operating Efficiency     35.7 %     49.3 %     41.0 %     50.6 %
    Total Revenue   $ 250.9     $ 262.6     $ 1,001.8     $ 1,056.9  
                     
    Total Operating Expense   $ 89.5     $ 129.4     $ 410.4     $ 534.3  
    Adjustments:                
    Stock-based compensation expense     (2.8 )     (4.8 )     (13.1 )     (18.0 )
    Workforce optimization expenses     (0.1 )     (6.8 )     (3.1 )     (22.5 )
    Other non-recurring charges (1)     2.6       (10.5 )     (12.9 )     (14.4 )
    Total Adjusted Operating Expense   $ 89.2     $ 107.3     $ 381.3     $ 479.4  
                     
    Adjusted Operating Efficiency(2)     35.5 %     40.9 %     38.1 %     45.4 %
                     
    Average Daily Principal Balance   $ 2,714.4     $ 2,940.5     $ 2,766.6     $ 2,992.6  
                     
    OpEx Ratio     13.1 %     17.5 %     14.8 %     17.9 %
    Adjusted OpEx Ratio     13.1 %     14.5 %     13.8 %     16.0 %
                     

    Note: Numbers may not foot or cross-foot due to rounding.
    (1) Certain prior-period financial information has been reclassified to conform to current period presentation.
    (2) Our calculation of Adjusted Net Income (Loss) was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. We have removed the adjustment related to acquisition and integration related expenses from our calculation of Adjusted Operating Efficiency to maintain consistency with the revised Adjusted EBITDA and Adjusted Net Income (Loss) calculations. The Q4 2023 and FY 2023 values for Adjusted Operating Efficiency shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been 38.4% and 42.7%, respectively.

     
    Oportun Financial Corporation
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (in millions, except share and per share data, unaudited)
        Three Months Ended
    December 31,
      Twelve Months Ended
    December 31,
    GAAP Earnings (loss) per Share     2024       2023       2024       2023  
    Net income (loss)   $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
    Net income (loss) attributable to common stockholders   $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
                     
    Basic weighted-average common shares outstanding     42,720,229       38,485,406       40,356,025       36,875,950  
    Weighted average effect of dilutive securities:                
    Stock options                        
    Restricted stock units     830,464                    
    Diluted weighted-average common shares outstanding     43,550,693       38,485,406       40,356,025       36,875,950  
                     
    Earnings (loss) per share:                
    Basic   $ 0.20     $ (1.09 )   $ (1.95 )   $ (4.88 )
    Diluted   $ 0.20     $ (1.09 )   $ (1.95 )   $ (4.88 )
        Three Months Ended
    December 31,
      Twelve Months Ended
    December 31,
    Adjusted Earnings (loss) Per Share     2024       2023       2024       2023  
    Diluted earnings (loss) per share   $ 0.20     $ (1.09 )   $ (1.95 )   $ (4.88 )
                     
    Adjusted Net Income   $ 21.5     $ (8.2 )   $ 29.3     $ (71.3 )
                     
    Basic weighted-average common shares outstanding     42,720,229       38,485,406       40,356,025       36,875,950  
    Weighted average effect of dilutive securities:                
    Stock options                        
    Restricted stock units     830,464             500,705        
    Diluted adjusted weighted-average common shares outstanding     43,550,693       38,485,406       40,856,730       36,875,950  
                     
    Adjusted Earnings (loss) Per Share(1)   $ 0.49     $ (0.21 )   $ 0.72     $ (1.93 )


    Note: Numbers may not foot or cross-foot due to rounding.
    (1) Our calculation of Adjusted Net Income (Loss) was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted EPS shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $(0.54) and $(3.37), respectively.

     
    Oportun Financial Corporation
    RECONCILIATION OF FORWARD LOOKING NON-GAAP FINANCIAL MEASURES
    (in millions, unaudited)
        1Q 2025   FY 2025
        Low   High   Low   High
    Adjusted EBITDA                
    Net (loss)   $ (5.4 ) * $ (2.2 ) * $ 23.2     $ 33.4  
    Adjustments:                
    Income tax expense (benefit)     (1.3 )     (0.5 )     6.3       9.0  
    Interest on corporate financing     9.2       9.2       36.7       36.7  
    Depreciation and amortization     10.6       10.6       40.6       40.6  
    Stock-based compensation expense     3.5       3.5       15.0       15.0  
    Other non-recurring charges     1.4       1.4       5.8       5.8  
    Fair value mark-to-market adjustment   *   *     7.4       4.4  
    Adjusted EBITDA   $ 18.0     $ 22.0     $ 135.0     $ 145.0  
                     

    *Due to the uncertainty in macroeconomic conditions and quarterly volatility in the fair value mark to market adjustment, we are unable to precisely forecast the fair value mark-to-market adjustments on our loan portfolio and asset-backed notes on a quarterly basis.

        FY 2025
    Adjusted Net Income and Adjusted EPS   Low   High
    Net income   $ 23.2     $ 33.4  
    Adjustments:        
    Income tax expense (benefit)     6.3       9.0  
    Stock-based compensation expense     15.0       15.0  
    Other non-recurring charges     5.8       5.8  
    Mark-to-market adjustment on ABS notes     22.3       22.3  
    Adjusted income before taxes   $ 72.6     $ 85.6  
    Normalized income tax expense     19.6       23.1  
    Adjusted Net Income   $ 53.0     $ 62.5  
             
    Diluted weighted-average common shares outstanding     48.2       48.2  
             
    Diluted earnings per share   $ 0.48     $ 0.69  
    Adjusted Earnings Per Share   $ 1.10     $ 1.30  
                     

    Note: Numbers may not foot or cross-foot due to rounding.

    The MIL Network

  • MIL-OSI: Clairvest Reports Fiscal 2025 Third Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Feb. 12, 2025 (GLOBE NEWSWIRE) — Clairvest Group Inc. (TSX: CVG) today reported results for the fiscal 2025 third quarter and nine months ended December 31, 2024. (All figures are in Canadian dollars unless otherwise stated)

    Highlights

    • December 31, 2024 book value was $1,234.3 million or $86.78 per share compared with $1,196.9 million or $84.06 per share as at September 30, 2024
    • Net income for the quarter ended December 31, 2024 was $38.5 million or $2.70 per share
    • Net income for the nine months ended December 31, 2024 was $101.3 million of $7.00 per share
    • Clairvest and Clairvest Equity Partners VII (“CEP VII”) invested in Redstone Food Group
    • Clairvest and Clairvest Equity Partners III (“CEP III”) sold its investment in Chilean Gaming Holdings

    Clairvest’s book value was $1,234.3 million or $86.78 per share as at December 31, 2024, compared with $1,196.9 million or $84.06 per share as at September 30, 2024. For the quarter ended December 31, 2024, Clairvest recorded net income of $38.5 million, or $2.70 per share, which was driven by the realization of its investment in Chilean Gaming Holdings, a net increase in the valuation of Clairvest’s private equity investment portfolio and net foreign exchange gains due to material weakness in the Canadian dollar as the Company has various assets in foreign currencies which are not hedged against the Canadian dollar.

    For the nine months ended December 31, 2024, the net income was $101.3 million, or $7.00 per share.

    In November 2024, and as previously announced, Clairvest together with CEP VII made a $42.1 million minority preferred equity investment in Redstone Food Group, a leading commercial bakery of bread and bakery products, focused on the in-store bakery segment. Clairvest’s portion of the investment was $10.5 million. Redstone Food Group is the first investment of CEP VII’s US$1.2 billion investment program, which commenced on April 1, 2024.

    In November 2024, Chilean Gaming Holdings, an acquisition entity for Clairvest, CEP III and other co-investors, sold its ownership interests in various casino properties in Chile. Proceeds on the sale totalled $41 million for Clairvest, compared with a cost of $28 million. There may be additional cash proceeds on this realization which are subject to certain conditions and are not expected to be material. Clairvest made its initial investment in Chilean Gaming Holdings in January 2008, and its realization represents the sale of the last investment of CEP III.

    “This past quarter was a productive one for Clairvest, highlighted by a new investment and a portfolio realization. We are pleased to partner with Rob Wheeler, an entrepreneur who shares our vision for growth, and we look forward to supporting Redstone Food Group in its next chapter. Additionally, we completed the sale of a legacy portfolio company, enabling our team to focus on value creation within our existing investments and on the strategic deployment of capital in CEP VII. This sale also concluded the CEP III investment program which generated a net return of 2.5x and a 17% IRR for our third-party investors, making this another top quartile fund for Clairvest,” said Ken Rotman, CEO of Clairvest.

    Summary of Financial Results – Unaudited
             
    Financial Results Quarter ended Nine months ended
    December 31 December 31
    2024 2023   2024 2023  
    ($000’s, except per share amounts) $ $ $ $
    Net investment gain (loss) 22,304 (19,116 ) 3,810 (41,409 )
    Net carried interest from Clairvest Equity Partners III and IV 2,930 892   4,461 2,695  
    Distributions, interest income, dividends and fees 27,250 14,319   137,678 40,439  
    Total expenses, excluding income taxes 6,154 2,168   28,194 38,232  
    Net income (loss) and comprehensive income (loss) 38,450 (4,950 ) 101,321 (29,456 )
    Basic and fully diluted net income (loss) per share 2.70 (0.34 ) 7.00 (1.97 )
    Financial Position December 31 March 31,
    2024 2024
    ($000’s, except share information and per share amounts) $ $
    Total assets 1,408,658 1,342,139
    Total cash, cash equivalents, temporary investments and restricted cash 305,444 330,193
    Carried interest from Clairvest Equity Partners III and IV 48,809 52,188
    Corporate investments(1) 927,853 870,660
    Total liabilities 174,309 165,842
    Management participation from Clairvest Equity Partners III and IV 37,764 41,506
    Book value(2) 1,234,349 1,176,297
    Common shares outstanding 14,223,531 14,673,701
    Book value per share(2) 86.78 80.16

    (1) Includes carried interest of $133,597 (March 31: $143,617) and management participation of $98,788 (March 31: $103,740) from Clairvest Equity Partners V and VI, and $168,351 (March 31: $90,973) in cash, cash equivalents and temporary investments held by Clairvest’s acquisition entities.
    (2) Book value is a Non-IFRS measure calculated as the value of total assets less the value of total liabilities.

    Clairvest’s third quarter fiscal 2025 financial statements and MD&A are available on the SEDAR website at www.sedar.com and the Clairvest website at www.clairvest.com.

    About Clairvest
    Clairvest’s mission is to partner with entrepreneurs to help them build strategically significant businesses. Founded in 1987 by a group of successful Canadian entrepreneurs, Clairvest is a top performing private equity management firm with over CAD $4.6 billion of capital under management. Clairvest invests its own capital and that of third parties through the Clairvest Equity Partners limited partnerships in owner-led businesses. Under the current management team, Clairvest has initiated investments in 67 different platform companies and generated top quartile performance over an extended period.

    Contact Information
    Stephanie Lo
    Director of Investor Relations and Marketing
    Clairvest Group Inc.
    Tel: (416) 925-9270
    Fax: (416) 925-5753
    stephaniel@clairvest.com

    Forward-looking Statements
    This news release contains forward-looking statements with respect to Clairvest Group Inc., its subsidiaries, its CEP limited partnerships and their investments. These statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Clairvest, its subsidiaries, its CEP limited partnerships and their investments to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general and economic business conditions and regulatory risks. Clairvest is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.

    www.clairvest.com

    The MIL Network

  • MIL-OSI: James Altucher Video Released: “Trump and Musk’s AI Power Play Will Reshape America’s Future”

    Source: GlobeNewswire (MIL-OSI)

    Washington, D.C., Feb. 12, 2025 (GLOBE NEWSWIRE) — AI expert James Altucher is sounding the alarm in a recent video presentation: the collaboration between President Donald Trump and Elon Musk is about to trigger a seismic shift in America’s technological and economic landscape.

    “The world’s two most powerful men… are about to change America — forever.”

    According to Altucher, Trump’s anticipated repeal of Executive Order #14110 will unleash AI 2.0—a new era of artificial intelligence that could rapidly transform industries, government operations, and global competition.

    “I have reason to believe that in his first 100 days… Donald Trump will overturn Executive Order #14110… limiting the development of U.S. artificial intelligence.”

    At the center of this revolution is Elon Musk’s secretive AI supercomputer, Project Colossus—an innovation so powerful that it has already outpaced the world’s leading AI firms, including Microsoft, OpenAI, and Google.

    “Right here, at a remote warehouse in Memphis, TN… Elon Musk has created the AI mothership.”

    “Developed by his new company, xAI… it contains not just one or two… but 100,000 units of Nvidia’s most advanced AI chip… making it the most powerful AI facility known to man.”

    With Musk expanding Project Colossus and Trump clearing regulatory hurdles, Altucher warns that America is on the verge of an AI arms race that could define the 21st century.

    “We are about to enter an age of exponential innovation — and wealth.”

    About James Altucher

    James Altucher is a leading AI expert, author, and entrepreneur with nearly four decades of experience in emerging technologies. He has been featured in major media outlets and is known for his forward-thinking insights on AI’s impact on society.

    The MIL Network

  • MIL-OSI: Farmers & Merchants Bancorp, Inc. Reports 2024 Fourth-Quarter and Full-Year Financial Results

    Source: GlobeNewswire (MIL-OSI)

    ARCHBOLD, Ohio, Feb. 12, 2025 (GLOBE NEWSWIRE) — Farmers & Merchants Bancorp, Inc. (Nasdaq: FMAO) today reported financial results for the 2024 fourth quarter and twelve months ended December 31, 2024.

    2024 Fourth Quarter Financial and Operating Highlights (on a year-over-year basis unless noted):

    • 87 consecutive quarters of profitability
    • Net income increased 51.2% to $8.4 million, or $0.61 per basic and diluted share, from $5.5 million, or $0.41 per basic and diluted share
    • Asset quality remains at historically strong levels with nonperforming loans of only $3.1 million at December 31, 2024, compared to $22.4 million at December 31, 2023
    • Net charge-offs to average loans were 0.00%
    • Allowance for credit losses was 826.70% of nonperforming loans
    • Tier 1 leverage ratio was 8.12%
    • Net interest margin increased 27 basis points to 2.84%
    • Efficiency ratio improved to 59.82%, compared to 69.23% for the same period a year ago

    2024 Full-Year Financial Highlights Include (on a year-over-year basis unless noted):

    • Total loans, net were $2.56 billion at December 31, 2024, compared to $2.58 billion at December 31, 2023 and $2.54 billion at September 30, 2024
    • Total assets increased 2.5% to $3.36 billion
    • Deposits increased 3.0% to a record $2.69 billion
    • Stockholders’ equity increased 5.9% to $335.2 million
    • Net interest income after provision for credit losses increased 7.5% to $85.6 million
    • Return on average tangible equity was 8.91%
    • F&M ended 2024 with excellent liquidity levels, and over $690 million in contingent funding sources, and a cash-to-assets ratio of 5.3%, compared to 4.3% at December 31, 2023
    • Dividend raised 3.8% year-over-year, representing the 30th consecutive annual increase in the Company’s regular dividend payment since 1994

    Lars B. Eller, President and Chief Executive Officer, stated, “Our strong 2024 financial performance reflects solid execution of our multi-year strategic plan, as we have remained focused on continual improvements, managing the items under our control, and providing our customers and communities with outstanding, and local financial services. Thanks to the unwavering dedication of our team and the trust of our customers, F&M’s financial and operating results strengthened throughout 2024. This performance creates a solid foundation and further solidifies F&M’s position as a leading community bank in the Ohio, Indiana and Michigan markets we serve.”

    Mr. Eller continued, “Strong earnings growth in 2024 was driven by the success of ongoing strategies aimed at expanding our net interest margin, maintaining excellent asset quality, and driving efficiencies across our business. Core earnings for the 2024 fourth quarter were strong as net interest income after provision for credit losses increased 16.1% year-over-year to a quarterly record of $22.6 million, and noninterest income expanded 4.1% year-over-year to $4.0 million. We believe these trends highlight the improvements we have made to profitability, and we expect these trends to continue in the second half 2025.”

    Income Statement
    Net income for the 2024 fourth quarter ended December 31, 2024, was $8.4 million, compared to $5.5 million for the same period last year. Net income per basic and diluted share for the 2024 fourth quarter was $0.61, compared to $0.41 for the same period last year. Net income for the 2024 twelve months ended December 31, 2024, was $25.9 million, compared to $22.8 million for the same period last year. Net income per basic and diluted share for the 2024 twelve months was $1.90, compared to $1.67 for the same period last year.

    Deposits
    At December 31, 2024, total deposits were a record $2.69 billion, an increase of 3.0% from December 31, 2023. The Company’s cost of interest-bearing liabilities was 3.01% for the quarter ended December 31, 2024, compared to 3.02% for the quarter ended December 31, 2023. For the 2024 twelve months ended December 31, 2024, F&M’s cost of interest-bearing liabilities was 3.12%, compared to 2.53% in the prior year reflecting the higher rate environment and growth in interest-bearing checking and savings accounts.  

    Mr. Eller commented, “Throughout 2024, we pursued strategies aimed at optimizing our deposit base and growing low-cost checking (DDA) deposits. Since the beginning of 2024, we added nearly 7,500 new checking accounts, and benefited from new and expanded relationships at offices that were opened in 2023. As a result, we ended 2024 with a loan-to-deposit ratio of 94.4%, compared to 98.0% at December 31, 2023.”

    Loan Portfolio and Asset Quality
    “While the demand for loans is high across our markets, our approach to risk and pricing remains prudent. This strategy has contributed to historically strong asset quality over the past two quarters and is a testament to F&M’s risk, lending, and compliance capabilities and high-performing teams.   We expect loan growth to increase modestly in 2025, with growth weighted in the back half of the year. In addition, 31.4% of our loan portfolio is subject to reprice in the next 12 months. We believe these favorable trends will contribute to higher net interest income in 2025,” continued Mr. Eller.

    Total loans, net at December 31, 2024, decreased 0.7%, or by $19.3 million to $2.56 billion, compared to $2.58 billion at December 31, 2023. The year-over-year decline was driven primarily by lower consumer real estate, consumer, and agricultural real estate loans, partially offset primarily by higher commercial and industrial and agricultural loans. Compared to the quarter ended September 30, 2024, total loans, net at December 31, 2024 increased by 0.9% or $23.5 million.

    F&M continues to closely monitor its loan portfolio with a particular emphasis on higher risk sectors. Nonperforming loans were $3.1 million, or 0.12% of total loans at December 31, 2024, compared to $22.4 million, or 0.87% of total loans at December 31, 2023, and $2.9 million, or 0.11% at September 30, 2024.

    F&M maintains a well-balanced, diverse and high performing CRE portfolio. CRE loans represented 51.2% of the Company’s total loan portfolio at December 31, 2024. In addition, F&M’s commercial real estate office credit exposure represented 5.2% of the Company’s total loan portfolio at December 31, 2024, with a weighted average loan-to-value of approximately 64% and an average loan of approximately $958,100.

    F&M’s CRE portfolio included the following categories at December 31, 2024:

    CRE Category

      Dollar
    Balance
      Percent of
    CRE
    Portfolio
    (*)
      Percent of
    Total Loan
    Portfolio
    (*)
                 
    Industrial   $ 269,315   20.6%   10.5%
    Multi-family     233,868   17.8%   9.1%
    Retail     219,395   16.7%   8.6%
    Hotels     141,514   10.8%   5.5%
    Office     134,139   10.2%   5.2%
    Gas Stations     70,767   5.4%   2.8%
    Food Service     49,246   3.8%   1.9%
    Senior Living     31,799   2.4%   1.3%
    Development     29,491   2.3%   1.2%
    Auto Dealers     28,081   2.1%   1.1%
    Other     103,196   7.9%   4.0%
    Total CRE   $ 1,310,811   100.0%   51.2%

    * Numbers have been rounded

    At December 31, 2024, the Company’s allowance for credit losses to nonperforming loans was 826.70%, compared to 111.95% at December 31, 2023. The allowance to total loans was 1.07% at December 31, 2024, compared to 1.06% at December 31, 2023. Including accretable yield adjustments, associated with the Company’s prior acquisitions, F&M’s allowance for credit losses to total loans was 1.08% at December 31, 2024, compared to 1.13% at December 31, 2023.

    Mr. Eller concluded, “Throughout the new year, we will leverage F&M’s strong banking platform, while continuing to make strategic investments that expanded our operations, capabilities, and services. We believe this will expand operating efficiencies and produce better outcomes for our customers. I am proud of our strong performance in 2024, and expect 2025 to be another good year for F&M.”

    Stockholders’ Equity and Dividends
    Total stockholders’ equity increased 5.9% to $335.2 million, or $24.47 per share at December 31, 2024, from $316.5 million, or $23.17 per share at December 31, 2023. The Company’s Tier 1 leverage ratio of 8.12%, remained stable compared to December 31, 2023.

    Tangible stockholders’ equity increased to $270.0 million at December 31, 2024, compared to $254.2 million at December 31, 2023. On a per share basis, tangible stockholders’ equity at December 31, 2024, was $17.74 per share, compared to $16.29 per share at December 31, 2023.

    For the twelve months ended December 31, 2024, the Company declared cash dividends of $0.8825 per share, representing a 3.8% increase over the same period last year. F&M is committed to returning capital to shareholders and has increased the annual cash dividend for 30 consecutive years. For the twelve months ended December 31, 2024, the dividend payout ratio was 46.07% compared to 50.65% for the same period last year.

    About Farmers & Merchants State Bank:
    F&M Bank is a local independent community bank that has been serving its communities since 1897. F&M Bank provides commercial banking, retail banking and other financial services. Our locations are in Butler, Champaign, Fulton, Defiance, Hancock, Henry, Lucas, Shelby, Williams, and Wood counties in Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay, Steuben and Wells counties. The Michigan footprint includes Oakland County, and we have Loan Production Offices in Troy, Michigan; Muncie, Indiana; and Perrysburg and Bryan, Ohio.

    Safe Harbor Statement
    Farmers & Merchants Bancorp, Inc. (“F&M”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.

    Non-GAAP Financial Measures
    This press release includes disclosure of financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Farmers & Merchants Bancorp, Inc. believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Farmers & Merchants Bancorp, Inc.’s marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. A reconciliation of GAAP to non-GAAP financial measures is included within this press release.

    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME
    (Unaudited) (in thousands of dollars, except per share data)
     
      Three Months Ended     Twelve Months Ended
      December 31,
    2024
        September 30,
    2024
        June 30,
    2024
        March 31,
    2024
        December 31,
    2023
        December 31,
    2024
        December 31,
    2023
     
    Interest Income                                        
    Loans, including fees $ 36,663     $ 36,873     $ 36,593     $ 35,200     $ 34,493     $ 145,329     $ 129,344  
    Debt securities:                                        
    U.S. Treasury and government agencies 1,882     1,467     1,148     1,045     987     5,542     4,090  
    Municipalities 384     387     389     394     397     1,554     1,598  
    Dividends 367     334     327     333     365     1,361     882  
    Federal funds sold 24     7     7     7     8     45     44  
    Other 2,531     2,833     2,702     1,675     2,020     9,741     3,850  
    Total interest income 41,851     41,901     41,166     38,654     38,270     163,572     139,808  
    Interest Expense                                        
    Deposits 15,749     16,947     16,488     15,279     15,015     64,463     46,923  
    Federal funds purchased and securities sold under agreements to repurchase 274     277     276     284     293     1,111     1,474  
    Borrowed funds 2,713     2,804     2,742     2,689     2,742     10,948     8,876  
    Subordinated notes 285     284     285     284     285     1,138     1,138  
    Total interest expense 19,021     20,312     19,791     18,536     18,335     77,660     58,411  
    Net Interest Income – Before Provision for Credit Losses 22,830     21,589     21,375     20,118     19,935     85,912     81,397  
    Provision for (Recovery of) Credit Losses – Loans 346     282     605     (289 )   278     944     1,698  
    Provision for (Recovery of) Credit Losses – Off Balance Sheet Credit Exposures (120 )   (267 )   (18 )   (266 )   189     (671 )   46  
    Net Interest Income After Provision for Credit Losses 22,604     21,574     20,788     20,673     19,468     85,639     79,653  
    Noninterest Income                                        
    Customer service fees 237     300     189     598     415     1,324     1,332  
    Other service charges and fees 1,176     1,155     1,085     1,057     1,090     4,473     4,343  
    Interchange income 1,322     1,315     1,330     1,429     1,310     5,396     5,318  
    Loan servicing income 771     710     513     539     666     2,533     4,405  
    Net gain on sale of loans 223     215     314     107     230     859     699  
    Increase in cash surrender value of bank owned life insurance 248     265     236     216     216     965     834  
    Net gain (loss) on sale of other assets owned 22         49         (86 )   71     (135 )
    Net loss on sale of available-for-sale securities                         (891 )
    Total noninterest income 3,999     3,960     3,716     3,946     3,841     15,621     15,905  
    Noninterest Expense                                        
    Salaries and wages 7,020     7,713     7,589     7,846     6,981     30,168     26,915  
    Employee benefits 2,148     2,112     2,112     2,171     1,218     8,543     7,520  
    Net occupancy expense 1,072     1,054     999     1,027     1,187     4,152     3,833  
    Furniture and equipment 1,032     1,472     1,407     1,353     1,370     5,264     5,022  
    Data processing 160     339     448     500     785     1,447     3,147  
    Franchise taxes 312     410     265     555     308     1,542     1,487  
    ATM expense 328     472     397     473     665     1,670     2,611  
    Advertising 498     597     519     530     397     2,144     2,606  
    FDIC assessment 505     516     507     580     594     2,108     1,982  
    Servicing rights amortization – net 244     219     187     168     182     818     611  
    Loan expense 236     244     251     229     246     960     1,055  
    Consulting fees 242     251     198     186     192     877     832  
    Professional fees 368     453     527     445     331     1,793     1,430  
    Intangible asset amortization 446     445     444     445     446     1,780     1,780  
    Other general and administrative 1,465     1,128     1,495     1,333     1,532     5,421     6,373  
    Total noninterest expense 16,076     17,425     17,345     17,841     16,434     68,687     67,204  
    Income Before Income Taxes 10,527     8,109     7,159     6,778     6,875     32,573     28,354  
    Income Taxes 2,146     1,593     1,477     1,419     1,332     6,635     5,567  
    Net Income 8,381     6,516     5,682     5,359     5,543     25,938     22,787  
    Other Comprehensive Income (Loss) (Net of Tax):                                        
    Net unrealized gain (loss) on available-for-sale securities (7,403 )   11,664     2,531     (1,995 )   13,261     4,797     10,781  
    Reclassification adjustment for realized loss on sale of available-for-sale securities                         891  
    Net unrealized gain (loss) on available-for-sale securities (7,403 )   11,664     2,531     (1,995 )   13,261     4,797     11,672  
    Tax expense (benefit) (1,554 )   2,449     531     (418 )   2,784     1,008     2,451  
    Other comprehensive income (loss) (5,849 )   9,215     2,000     (1,577 )   10,477     3,789     9,221  
    Comprehensive Income $ 2,532     $ 15,731     $ 7,682     $ 3,782     $ 16,020     $ 29,727     $ 32,008  
    Basic Earnings Per Share $ 0.61     $ 0.48     $ 0.42     $ 0.39     $ 0.41     $ 1.90     $ 1.67  
    Diluted Earnings Per Share $ 0.61     $ 0.48     $ 0.42     $ 0.39     $ 0.41     $ 1.90     $ 1.67  
    Dividends Declared $ 0.22125     $ 0.22125     $ 0.22     $ 0.22     $ 0.22     $ 0.88250     $ 0.85  
                                             
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited) (in thousands of dollars, except per share data)
     
      December 31,
    2024
        September 30,
    2024
        June 30,
    2024
        March 31,
    2024
        December 31,
    2023
     
            (Unaudited)     (Unaudited)     (Unaudited)        
    Assets                            
    Cash and due from banks $                       174,855     $                       244,572     $                     191,785     $                     186,541     $                      140,917  
    Federal funds sold 1,496     932     1,283     1,241     1,284  
    Total cash and cash equivalents 176,351     245,504     193,068     187,782     142,201  
                                 
    Interest-bearing time deposits 2,482     2,727     3,221     2,735     2,740  
    Securities – available-for-sale 426,556     404,881     365,209     347,516     358,478  
    Other securities, at cost 14,400     15,028     14,721     14,744     17,138  
    Loans held for sale 2,996     1,706     1,628     2,410     1,576  
    Loans, net of allowance for credit losses of $25,826 12/31/24 and $25,024 12/31/23 2,536,043     2,512,852     2,534,468     2,516,687     2,556,167  
    Premises and equipment 33,828     33,779     34,507     35,007     35,790  
    Construction in progress     35     38     9     8  
    Goodwill 86,358     86,358     86,358     86,358     86,358  
    Loan servicing rights 5,656     5,644     5,504     5,555     5,648  
    Bank owned life insurance 34,872     34,624     34,359     34,123     33,907  
    Other assets 45,181     46,047     49,552     54,628     43,218  
    Total Assets $                    3,364,723     $                    3,389,185     $                  3,322,633     $                  3,287,554     $                   3,283,229  
                                 
    Liabilities and Stockholders’ Equity                            
    Liabilities                            
    Deposits                            
    Noninterest-bearing $                       516,904     $                       481,444     $                     479,069     $                     510,731     $                      528,465  
    Interest-bearing                            
    NOW accounts 850,462     865,617     821,145     829,236     816,790  
    Savings 671,818     661,565     673,284     635,430     599,191  
    Time 647,581     676,187     667,592     645,985     663,017  
    Total deposits 2,686,765     2,684,813     2,641,090     2,621,382     2,607,463  
                                 
    Federal funds purchased and securities                            
    sold under agreements to repurchase 27,218     27,292     27,218     28,218     28,218  
    Federal Home Loan Bank (FHLB) advances 246,056     263,081     266,102     256,628     265,750  
    Subordinated notes, net of unamortized issuance costs 34,818     34,789     34,759     34,731     34,702  
    Dividend payable 2,996     2,998     2,975     2,975     2,974  
    Accrued expenses and other liabilities 31,659     40,832     27,825     25,930     27,579  
    Total liabilities 3,029,512     3,053,805     2,999,969     2,969,864     2,966,686  
                                 
    Commitments and Contingencies                            
                                 
    Stockholders’ Equity                            
    Common stock – No par value 20,000,000 shares authorized; issued                            
    14,564,425 shares 12/31/24 and 12/31/23; outstanding 13,699,536 135,565     135,193     135,829     135,482     135,515  
    shares 12/31/24 and 13,664,641 shares 12/31/23                            
    Treasury stock – 864,889 shares 12/31/24 and 899,784 shares 12/31/23 (10,985 )   (10,904 )   (11,006 )   (10,851 )   (11,040 )
    Retained earnings 235,854     230,465     226,430     223,648     221,080  
    Accumulated other comprehensive loss (25,223 )   (19,374 )   (28,589 )   (30,589 )   (29,012 )
    Total stockholders’ equity 335,211     335,380     322,664     317,690     316,543  
                                 
    Total Liabilities and Stockholders’ Equity $                    3,364,723     $                    3,389,185     $                  3,322,633     $                  3,287,554     $                   3,283,229  
                                 
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    SELECT FINANCIAL DATA
                                               
        For the Three Months Ended   For the Twelve Months Ended
    Selected financial data   December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2023
    Return on average assets     0.99%     0.78%     0.69%     0.66%     0.67%     0.78%     0.71%
    Return on average equity     10.00%     7.93%     7.13%     6.76%     7.27%     7.98%     7.46%
    Yield on earning assets     5.20%     5.27%     5.22%     5.00%     4.93%     5.17%     4.67%
    Cost of interest bearing liabilities     3.01%     3.21%     3.18%     3.06%     3.02%     3.12%     2.53%
    Net interest spread     2.19%     2.06%     2.04%     1.94%     1.91%     2.05%     2.14%
    Net interest margin     2.84%     2.71%     2.71%     2.60%     2.57%     2.72%     2.72%
    Efficiency     59.82%     67.98%     69.03%     74.08%     69.23%     67.54%     68.48%
    Dividend payout ratio     35.75%     45.99%     52.35%     55.52%     54.23%     46.07%     50.65%
    Tangible book value per share   $ 17.74   $ 17.72   $ 16.79   $ 16.39   $ 16.29            
    Tier 1 leverage ratio     8.12%     8.04%     8.02%     8.40%     8.20%            
    Average shares outstanding     13,699,869     13,687,119     13,681,501     13,671,166     13,665,773     13,679,955     13,641,336
                                               
    Loans   December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
               
    (Dollar amounts in thousands)                                          
    Commercial real estate   $ 1,310,811   $ 1,301,160   $ 1,303,598   $ 1,304,400   $ 1,337,766            
    Agricultural real estate     216,401     220,328     222,558     227,455     223,791            
    Consumer real estate     520,114     524,055     525,902     525,178     521,895            
    Commercial and industrial     275,152     260,732     268,426     256,051     254,935            
    Agricultural     152,080     137,252     142,909     127,670     132,560            
    Consumer     63,009     67,394     70,918     74,819     79,591            
    Other     24,978     25,916     26,449     26,776     30,136            
    Less: Net deferred loan fees, costs and other (1)     (676)     1,499     (1,022)     (982)     517            
    Total loans, net   $ 2,561,869   $ 2,538,336   $ 2,559,738   $ 2,541,367   $ 2,581,191            
                                               
                                               
    Asset quality data   December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
               
    (Dollar amounts in thousands)                                          
    Nonaccrual loans   $ 3,124   $ 2,898   $ 2,487   $ 19,391   $ 22,353            
    90 day past due and accruing   $   $   $   $   $            
    Nonperforming loans   $ 3,124   $ 2,898   $ 2,487   $ 19,391   $ 22,353            
    Other real estate owned   $   $   $   $   $            
    Nonperforming assets   $ 3,124   $ 2,898   $ 2,487   $ 19,391   $ 22,353            
                                               
                                               
    Allowance for credit losses   $ 25,826   $ 25,484   $ 25,270   $ 24,680   $ 25,024            
    Allowance for unfunded     1,541     1,661     1,928     1,946     2,212            
    Total allowance for credit losses   $ 27,367   $ 27,145   $ 27,198   $ 26,626   $ 27,236            
    Total allowance for credit losses/total loans     1.07%     1.07%     1.06%     1.05%     1.06%            
    Adjusted credit losses with accretable yield/total loans     1.08%     1.10%     1.10%     1.11%     1.13%            
    Net charge-offs:                                          
    Quarter-to-date   $ 4   $ 68   $ 15   $ 55   $ 531            
    Year-to-date   $ 142   $ 138   $ 70   $ 55   $ 551            
    Net charge-offs to average loans                                          
    Quarter-to-date     0.00%     0.00%     0.00%     0.00%     0.02%            
    Year-to-date     0.01%     0.01%     0.00%     0.00%     0.02%            
    Nonperforming loans/total loans     0.12%     0.11%     0.10%     0.76%     0.87%            
    Allowance for credit losses/nonperforming loans     826.70%     879.37%     1016.08%     127.28%     111.95%            
    NPA coverage ratio     826.70%     879.37%     1016.08%     127.28%     111.95%            
                                               
    (1) Includes carrying value adjustments of $1.1 million as of December 31, 2024, $3.0 million as of September 30, 2024, $612 thousand as of June 30, 2024, $969 thousand as of March 31, 2024 and $2.7 million as of December 31, 2023 related to interest rate swaps
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES
    (in thousands of dollars, except percentages)
                               
      For the Three Months Ended     For the Three Months Ended  
      December 31, 2024     December 31, 2023  
    Interest Earning Assets: Average
    Balance
      Interest/
    Dividends
      Annualized
    Yield/Rate
        Average
    Balance
      Interest/
    Dividends
      Annualized
    Yield/Rate
     
    Loans $            2,543,628   $                    36,663   5.77 %   $            2,553,023   $                    34,493   5.41 %
    Taxable investment securities 450,648   2,554   2.27 %   386,931   1,660   1.72 %
    Tax-exempt investment securities 18,571   79   2.15 %   24,145   89   1.87 %
    Fed funds sold & other 209,307   2,555   4.88 %   142,642   2,028   5.69 %
    Total Interest Earning Assets 3,222,154   $                    41,851   5.20 %   3,106,741   $                    38,270   4.93 %
                               
    Nonearning Assets 174,172             189,202          
                               
    Total Assets $            3,396,326             $            3,295,943          
                               
    Interest Bearing Liabilities:                          
    Savings deposits $            1,548,638   $                      9,459   2.44 %   $            1,392,304   $                      8,570   2.46 %
    Other time deposits 666,896   6,290   3.77 %   701,347   6,445   3.68 %
    Other borrowed money 255,490   2,713   4.25 %   265,948   2,742   4.12 %
    Fed funds purchased & securities                          
    sold under agreement to repurchase 27,341   274   4.01 %   28,739   293   4.08 %
    Subordinated notes 34,799   285   3.28 %   34,683   285   3.29 %
    Total Interest Bearing Liabilities $            2,533,164   $                    19,021   3.01 %   $            2,423,021   $                    18,335   3.02 %
                               
    Noninterest Bearing Liabilities 527,751             567,813          
                               
    Stockholders’ Equity $               335,411             $               305,109          
                               
    Net Interest Income and Interest Rate Spread     $                    22,830   2.19 %       $                    19,935   1.91 %
                               
    Net Interest Margin         2.84 %           2.57 %
                               
    Yields on Tax exempt securities and the portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts
                               
                               
      For the Twelve Months Ended     For the Twelve Months Ended  
      December 31, 2024     December 31, 2023  
    Interest Earning Assets: Average
    Balance
      Interest/
    Dividends
      Annualized
    Yield/Rate
        Average
    Balance
      Interest/
    Dividends
      Annualized
    Yield/Rate
     
    Loans $            2,557,213   $                  145,329   5.68 %   $            2,491,502   $                  129,344   5.19 %
    Taxable investment securities 410,764   8,129   1.98 %   394,424   6,204   1.57 %
    Tax-exempt investment securities 20,154   328   2.06 %   24,686   366   1.88 %
    Fed funds sold & other 176,307   9,786   5.55 %   85,018   3,894   4.58 %
    Total Interest Earning Assets 3,164,438   $                  163,572   5.17 %   2,995,630   $                  139,808   4.67 %
                               
    Nonearning Assets 164,464             197,726          
                               
    Total Assets $            3,328,902             $            3,193,356          
                               
    Interest Bearing Liabilities:                          
    Savings deposits $            1,502,365   $                    39,750   2.65 %   $            1,376,318   $                    27,424   1.99 %
    Other time deposits 663,320   24,713   3.73 %   640,390   19,499   3.04 %
    Other borrowed money 262,094   10,948   4.18 %   220,175   8,876   4.03 %
    Fed funds purchased & securities                          
    sold under agreement to repurchase 27,750   1,111   4.00 %   35,421   1,474   4.16 %
    Subordinated notes 34,755   1,138   3.27 %   34,640   1,138   3.29 %
    Total Interest Bearing Liabilities $            2,490,284   $                    77,660   3.12 %   $            2,306,944   $                    58,411   2.53 %
                               
    Noninterest Bearing Liabilities 513,588             580,931          
                               
    Stockholders’ Equity $               325,030             $                305,481          
                               
    Net Interest Income and Interest Rate Spread     $                    85,912   2.05 %       $                    81,397   2.14 %
                               
    Net Interest Margin         2.72 %           2.72 %
                               
    Yields on Tax exempt securities and the portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES
    (in thousands of dollars, except percentages)
     
      For the Three Months Ended December 31, 2024   For the Three Months Ended December 31, 2023
      As Reported   Excluding Acc/Amort   Difference   As Reported   Excluding Acc/Amort   Difference
      $ Yield     $ Yield     $   Yield     $ Yield     $ Yield     $   Yield  
    Interest Earning Assets:                                                  
    Loans $         36,663 5.77 %   $     36,039 5.67 %   $          624   0.10 %   $         34,493 5.41 %   $     33,769 5.29 %   $          724   0.12 %
    Taxable investment securities 2,554 2.27 %   2,554 2.27 %     0.00 %   1,660 1.72 %   1,660 1.72 %     0.00 %
    Tax-exempt investment securities 79 2.15 %   79 2.15 %     0.00 %   89 1.87 %   89 1.87 %     0.00 %
    Fed funds sold & other 2,555 4.88 %   2,555 4.88 %     0.00 %   2,028 5.69 %   2,028 5.69 %     0.00 %
    Total Interest Earning Assets 41,851 5.20 %   41,227 5.12 %   624   0.08 %   38,270 4.93 %   37,546 4.84 %   724   0.09 %
                                                       
    Interest Bearing Liabilities:                                                  
    Savings deposits $           9,459 2.44 %   $       9,459 2.44 %   $             –   0.00 %   $           8,570 2.46 %   $       8,570 2.46 %   $             –   0.00 %
    Other time deposits 6,290 3.77 %   6,290 3.77 %     0.00 %   6,445 3.68 %   6,381 3.64 %   64   0.04 %
    Other borrowed money 2,713 4.25 %   2,710 4.24 %   3   0.01 %   2,742 4.12 %   2,760 4.15 %   (18 ) -0.03 %
    Federal funds purchased  and                                                  
    securities sold under agreement to                                                  
    repurchase 274 4.01 %   274 4.01 %     0.00 %   293 4.08 %   293 4.08 %     0.00 %
    Subordinated notes 285 3.28 %   285 3.28 %     0.00 %   285 3.29 %   285 3.29 %     0.00 %
    Total Interest Bearing Liabilities 19,021 3.01 %   19,018 3.00 %   3   0.01 %   18,335 3.02 %   18,289 3.02 %   46   0.00 %
                                                       
    Interest/Dividend income/yield 41,851 5.20 %   41,227 5.12 %   624   0.08 %   38,270 4.93 %   37,546 4.84 %   724   0.09 %
    Interest Expense / yield 19,021 3.01 %   19,018 3.00 %   3   0.01 %   18,335 3.02 %   18,289 3.02 %   46   0.00 %
    Net Interest Spread 22,830 2.19 %   22,209 2.12 %   621   0.07 %   19,935 1.91 %   19,257 1.82 %   678   0.09 %
    Net Interest Margin   2.84 %     2.76 %       0.08 %     2.57 %     2.48 %       0.09 %
                                                       
      For the Twelve Months Ended December 31, 2024   For the Twelve Months Ended December 31, 2023
      As Reported   Excluding Acc/Amort   Difference   As Reported   Excluding Acc/Amort   Difference
      $ Yield     $ Yield     $   Yield     $ Yield     $ Yield     $   Yield  
    Interest Earning Assets:                                                  
    Loans $       145,329 5.68 %   $   142,627 5.58 %   $       2,702   0.10 %   $       129,344 5.19 %   $   126,133 5.06 %   $       3,211   0.13 %
    Taxable investment securities 8,129 1.98 %   8,129 1.98 %     0.00 %   6,204 1.57 %   6,204 1.57 %     0.00 %
    Tax-exempt investment securities 328 2.06 %   328 2.06 %     0.00 %   366 1.88 %   366 1.88 %     0.00 %
    Fed funds sold & other 9,786 5.55 %   9,786 5.55 %     0.00 %   3,894 4.58 %   3,894 4.58 %     0.00 %
    Total Interest Earning Assets 163,572 5.17 %   160,870 5.09 %   2,702   0.08 %   139,808 4.67 %   136,597 4.57 %   3,211   0.10 %
                                                       
    Interest Bearing Liabilities:                                                  
    Savings deposits $         39,750 2.65 %   $     39,750 2.65 %   $             –   0.00 %   $         27,424 1.99 %   $     27,424 1.99 %   $             –   0.00 %
    Other time deposits 24,713 3.73 %   24,713 3.73 %     0.00 %   19,499 3.04 %   19,839 3.10 %   (340 ) -0.06 %
    Other borrowed money 10,948 4.18 %   10,964 4.18 %   (16 ) 0.00 %   8,876 4.03 %   8,947 4.06 %   (71 ) -0.03 %
    Federal funds purchased  and                                                  
    securities sold under agreement to                                                  
    repurchase 1,111 4.00 %   1,111 4.00 %     0.00 %   1,474 4.16 %   1,474 4.16 %     0.00 %
    Subordinated notes 1,138 3.27 %   1,138 3.27 %     0.00 %   1,138 3.29 %   1,138 3.29 %     0.00 %
    Total Interest Bearing Liabilities 77,660 3.12 %   77,676 3.12 %   (16 ) 0.00 %   58,411 2.53 %   58,822 2.55 %   (411 ) -0.02 %
                                                       
    Interest/Dividend income/yield 163,572 5.17 %   160,870 5.09 %   2,702   0.08 %   139,808 4.67 %   136,597 4.57 %   3,211   0.10 %
    Interest Expense / yield 77,660 3.12 %   77,676 3.12 %   (16 ) 0.00 %   58,411 2.53 %   58,822 2.55 %   (411 ) -0.02
    Net Interest Spread 85,912 2.05 %   83,194 1.97 %   2,718   0.08 %   81,397 2.14 %   77,775 2.02 %   3,622   0.12 %
    Net Interest Margin   2.72 %     2.63 %       0.09 %     2.72 %     2.60 %       0.12 %
    Company Contact: Investor and Media Contact:
    Lars B. Eller
    President and Chief Executive Officer
    Farmers & Merchants Bancorp, Inc.
    (419) 446-2501
    leller@fm.bank
    Andrew M. Berger
    Managing Director
    SM Berger & Company, Inc.
    (216) 464-6400
    andrew@smberger.com

    The MIL Network

  • MIL-OSI: MKS Instruments Reports Fourth Quarter and Full-Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    • Quarterly revenue of $935 million, above the midpoint of guidance
    • Quarterly GAAP net income of $90 million and net income per diluted share of $1.33
    • Quarterly Adjusted EBITDA of $237 million and Non-GAAP net earnings per diluted share of $2.15, above the midpoint of guidance

    ANDOVER, Mass., Feb. 12, 2025 (GLOBE NEWSWIRE) — MKS Instruments, Inc. (NASDAQ: MKSI), a global provider of enabling technologies that transform our world, today reported fourth quarter and full year 2024 financial results.

    “MKS delivered revenue and adjusted EBITDA above the midpoint of our outlook, closing out 2024 on an impressive note against a mixed demand backdrop,” said John T.C. Lee, President and Chief Executive Officer. “Our broad and deep technology portfolio serving an array of semiconductor, electronics and industrial applications enables us to address key demand opportunities as broader end market recovery begins to develop.”

    Mr. Lee added, “We enter 2025 in a strong position, highlighted by increasing customer engagement with our World Class Optics solutions, as well as solid trends in our chemistry business as we demonstrate the pivotal role we play in advanced electronics.”

    “Our revenue and profitability remained robust in the fourth quarter as our team executed well,” said Ram Mayampurath, Executive Vice President, Chief Financial Officer and Treasurer.

    Mr. Mayampurath added, “We delivered continued healthy gross margin, earnings per share growth and increased operating cash flow in 2024. This underscores the value customers see in our technology portfolio as well as our strong focus on both cost management and cash generation. We also continue to make good progress proactively managing our leverage, completing another repricing of our term loan B and making a voluntary principal prepayment of $100 million in January.”

    First Quarter 2025 Guidance

    For the first quarter of 2025, the Company expects revenue of $910 million, plus or minus $40 million, GAAP net income of $43 million, plus or minus $19 million, Adjusted EBITDA of $217 million, plus or minus $23 million, GAAP net income per diluted share of $0.63, plus or minus $0.28, and Non-GAAP net earnings per diluted share of $1.40, plus or minus $0.27. The guidance for the first quarter is based on the current business environment, including the immaterial impact of the recently announced U.S. import tariffs up through but not including the date of this release. This guidance does not reflect the imposition of any other import tariffs by the United States or potential retaliatory actions taken by other countries. The Company will continue to monitor and adapt to changes in the business environment as needed.

    Conference Call Details

    A conference call with management will be held on Thursday, February 13, 2025 at 8:30 a.m. (Eastern Time). To participate in the call by phone, participants should visit the Investor Relations section of MKS’ website at investor.mks.com and click on Events & Presentations, where you will be able to register online and receive dial-in details. We encourage participants to register and dial in to the conference call at least 15 minutes before the start of the call to ensure a timely connection. A live and archived webcast and related presentation materials will be available on the Investor Relations section of the MKS website.

    About MKS Instruments

    MKS Instruments enables technologies that transform our world. We deliver foundational technology solutions to leading edge semiconductor manufacturing, electronics and packaging, and specialty industrial applications. We apply our broad science and engineering capabilities to create instruments, subsystems, systems, process control solutions and specialty chemicals technology that improve process performance, optimize productivity and enable unique innovations for many of the world’s leading technology and industrial companies. Our solutions are critical to addressing the challenges of miniaturization and complexity in advanced device manufacturing by enabling increased power, speed, feature enhancement, and optimized connectivity. Our solutions are also critical to addressing ever-increasing performance requirements across a wide array of specialty industrial applications. Additional information can be found at www.mks.com.

    Use of Non-GAAP Financial Results

    This press release includes financial measures that are not in accordance with U.S. generally accepted accounting principles (“Non-GAAP financial measures”). These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, MKS’ reported results under U.S. generally accepted accounting principles (“GAAP”), and may be different from Non-GAAP financial measures used by other companies. In addition, these Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. MKS management believes the presentation of these Non-GAAP financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. For further information regarding these Non-GAAP financial measures, please refer to the tables presenting reconciliations of our Non-GAAP results to our GAAP results and the “Notes on Our Non-GAAP Financial Information” at the end of this press release.

    Selected GAAP and Non-GAAP Financial Measures
    (In millions, except per share data)

      Quarter   Full Year
      Q4 2024   Q3 2024   Q4 2023     2024       2023  
    Net Revenues                  
    Semiconductor $ 400     $ 378     $ 362     $ 1,498     $ 1,479  
    Electronics & Packaging   254       231       226     $ 922     $ 916  
    Specialty Industrial   281       287       305     $ 1,166     $ 1,227  
    Total net revenues $ 935     $ 896     $ 893     $ 3,586     $ 3,622  
    GAAP Financial Measures                  
    Gross margin   47.2 %     48.2 %     46.0 %     47.6 %     45.3 %
    Operating margin   14.5 %     14.3 %     2.7 %     13.9 %     (42.9 %)
    Net income (loss) $ 90     $ 62     $ (68 )   $ 190     $ (1,841 )
    Diluted income (loss) per share $ 1.33     $ 0.92       (1.02 )   $ 2.81     $ (27.54 )
    Non-GAAP Financial Measures                  
    Gross margin   47.2 %     48.2 %     46.0 %     47.6 %     45.7 %
    Operating margin   21.3 %     21.8 %     20.3 %     21.3 %     19.5 %
    Net earnings $ 146     $ 116     $ 78     $ 444     $ 297  
    Diluted earnings per share $ 2.15     $ 1.72     $ 1.17     $ 6.58     $ 4.43  
                                           

    Additional Financial Information

    At December 31, 2024, the Company had $714 million in cash and cash equivalents, $3.2 billion of secured term loan principal outstanding, $1.4 billion of convertible senior notes outstanding and up to $675 million of additional borrowing capacity under a revolving credit facility, subject to certain leverage ratio requirements. During the fourth quarter of 2024, the Company paid a cash dividend of $15 million or $0.22 per diluted share and made a voluntary principal prepayment of €200 million, which equated to $216 million, on its EUR term loan B.

    In January 2025, the Company completed the repricing of its USD term loan B and EUR term loan B and made a voluntary principal prepayment of $100 million on its USD term loan B.

    SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

    This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding the future financial performance, business prospects and growth of MKS Instruments, Inc. (“MKS,” the “Company,” “our,” or “we”). These statements are only predictions based on current assumptions and expectations. Any statements that are not statements of historical fact (including statements containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and similar expressions) should be considered to be forward-looking statements. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements that we make are the level and terms of our substantial indebtedness and our ability to service such debt; our entry into the chemicals technology business through our acquisition of Atotech Limited (“Atotech”) in August 2022 (the “Atotech Acquisition”), which has exposed us to significant additional liabilities; the risk that we are unable to realize the anticipated benefits of the Atotech Acquisition; legal, reputational, financial and contractual risks resulting from the ransomware incident we identified in February 2023, and other risks related to cybersecurity, data privacy and intellectual property; competition from larger, more advanced or more established companies in our markets; the ability to successfully grow our business, including through growth of the Atotech business and growth of the Electro Scientific Industries, Inc. business, which we acquired in February 2019, and financial risks associated with those and potential future acquisitions, including goodwill and intangible asset impairments; manufacturing and sourcing risks, including those associated with limited and sole source suppliers and the impact and duration of supply chain disruptions, component shortages, and price increases; changes in global demand; the impact of a pandemic or other widespread health crisis; risks associated with doing business internationally, including geopolitical conflicts, such as the conflict in the Middle East, trade compliance, trade protection measures, such as import tariffs by the United States or retaliatory actions taken by other countries, regulatory restrictions on our products, components or markets, particularly the semiconductor market, and unfavorable currency exchange and tax rate fluctuations, which risks become more significant as we grow our business internationally and in China specifically; conditions affecting the markets in which we operate, including fluctuations in capital spending in the semiconductor, electronics manufacturing and automotive industries, and fluctuations in sales to our major customers; disruptions or delays from third-party service providers upon which our operations may rely; the ability to anticipate and meet customer demand; the challenges, risks and costs involved with integrating or transitioning global operations of the companies we have acquired; risks associated with the attraction and retention of key personnel; potential fluctuations in quarterly results; dependence on new product development; rapid technological and market change; acquisition strategy; volatility of stock price; risks associated with chemical manufacturing and environmental regulation compliance; risks related to defective products; financial and legal risk management; and the other important factors described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and any subsequent Quarterly Reports on Form 10-Q, each as filed with the U.S. Securities and Exchange Commission. MKS is under no obligation to, and expressly disclaims any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise, even if subsequent events cause our views to change, after the date of this press release. Amounts reported in this press release are preliminary and subject to finalization prior to the filing of our Annual Report on Form 10-K for the year ended December 31, 2024.

    Company Contact:
    Paretosh Misra
    Vice President, Investor Relations
    Telephone: (978) 284-4705
    Email: paretosh.misra@mks.com 

    MKS Instruments, Inc.
    Unaudited Consolidated Statements of Operations
    (In millions, except per share data)
                       
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    Net revenues:                  
    Products $ 824     $ 776     $ 785     $ 3,124     $ 3,200  
    Services   111       120       108       462       422  
    Total net revenues   935       896       893       3,586       3,622  
    Cost of revenues:                  
    Products   443       410       423       1,662       1,748  
    Services   51       54       59       216       232  
    Total cost of revenues (exclusive of amortization shown separately below)   494       464       482       1,878       1,980  
    Gross profit   441       432       411       1,708       1,642  
    Research and development   65       70       70       271       288  
    Selling, general and administrative   176       167       160       674       675  
    Acquisition and integration costs   3       3       3       9       16  
    Restructuring and other   1       1       7       6       20  
    Fees and expenses related to the repricing of Term Loan Facility         2       2       5       2  
    Amortization of intangible assets   61       61       70       245       295  
    Goodwill and intangible asset impairment               75             1,902  
    Gain on sale of long-lived assets                           (2 )
    Income (loss) from operations   135       128       24       498       (1,554 )
    Interest income   (5 )     (6 )     (7 )     (21 )     (17 )
    Interest expense   54       64       90       284       356  
    Loss on extinguishment of debt   4       5       8       57       8  
    Other expense (income), net   3       5       12       (2 )     27  
    Income (loss) before income taxes   79       60       (79 )     180       (1,928 )
    (Benefit) provision for income taxes   (11 )     (2 )     (11 )     (10 )     (87 )
    Net income (loss) $ 90     $ 62     $ (68 )   $ 190     $ (1,841 )
    Net income (loss) per share:                  
    Basic $ 1.34     $ 0.92     $ (1.02 )   $ 2.82     $ (27.54 )
    Diluted $ 1.33     $ 0.92     $ (1.02 )   $ 2.81     $ (27.54 )
    Cash dividends per common share $ 0.22     $ 0.22     $ 0.22     $ 0.88     $ 0.88  
    Weighted average shares outstanding:                  
    Basic   67.4       67.4       66.9       67.3       66.8  
    Diluted   67.7       67.6       66.9       67.6       66.8  
    MKS Instruments, Inc.
    Unaudited Consolidated Balance Sheets
    (In millions)
           
           
      December 31,   December 31,
        2024       2023  
    ASSETS      
    Cash and cash equivalents $ 714     $ 875  
    Trade accounts receivable, net   615       603  
    Inventories   893       991  
    Other current assets   252       227  
    Total current assets   2,474       2,696  
    Property, plant and equipment, net   771       784  
    Right-of-use assets   238       225  
    Goodwill   2,479       2,554  
    Intangible assets, net   2,272       2,619  
    Other assets   356       240  
    Total assets $ 8,590     $ 9,118  
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Short-term debt $ 50     $ 93  
    Accounts payable   341       327  
    Other current liabilities   384       428  
    Total current liabilities   775       848  
    Long-term debt, net   4,488       4,696  
    Non-current deferred taxes   504       640  
    Non-current accrued compensation   141       151  
    Non-current lease liabilities   211       205  
    Other non-current liabilities   149       106  
    Total liabilities   6,268       6,646  
    Stockholders’ equity:      
    Common stock          
    Additional paid-in capital   2,067       2,195  
    Retained earnings   503       373  
    Accumulated other comprehensive loss   (248 )     (96 )
    Total stockholders’ equity   2,322       2,472  
    Total liabilities and stockholders’ equity $ 8,590     $ 9,118  
           
    MKS Instruments, Inc.
    Unaudited Consolidated Statements of Cash Flows
    (In millions)
                       
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    Cash flows from operating activities:                  
    Net income (loss) $ 90     $ 62     $ (68 )   $ 190     $ (1,841 )
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:                  
    Depreciation and amortization   87       87       95       348       397  
    Goodwill and intangible asset impairments               75             1,902  
    Unrealized loss (gain) on derivatives not designated as hedging instruments   11       2       10       13       32  
    Amortization of debt issuance costs and original issue discount   7       7       10       30       33  
    Loss on extinguishment of debt   4       5       8       57       8  
    Gain on sale of long-lived assets                           (2 )
    Stock-based compensation   11       11       11       48       54  
    Provision for excess and obsolete inventory   15       16       10       56       64  
    Deferred income taxes   (58 )     (72 )     (61 )     (226 )     (234 )
    Other   2       2             8       5  
    Changes in operating assets and liabilities, net of acquired assets and liabilities   7       43       90       4       (99 )
    Net cash provided by operating activities   176       163       180       528       319  
    Cash flows from investing activities:                  
    Proceeds from sale of long-lived assets         1             1       3  
    Purchases of property, plant and equipment   (51 )     (22 )     (34 )     (118 )     (87 )
    Net cash used in investing activities   (51 )     (21 )     (34 )     (117 )     (84 )
    Cash flows from financing activities:                  
    Proceeds from borrowings               214       2,161       216  
    Payments of borrowings   (229 )     (123 )     (336 )     (2,427 )     (403 )
    Purchase of capped calls related to Convertible Notes                     (167 )      
    Payments of deferred financing fees               (9 )     (33 )     (9 )
    Dividend payments   (15 )     (15 )     (15 )     (59 )     (59 )
    Net proceeds (payments) related to employee stock awards   3       (1 )     4       (9 )     (1 )
    Other financing activities   (5 )     (5 )     (1 )     (15 )     (3 )
    Net cash used in financing activities   (246 )     (144 )     (143 )     (549 )     (259 )
    Effect of exchange rate changes on cash and cash equivalents   (26 )     13       13       (23 )     (10 )
    (Decrease) increase in cash and cash equivalents   (147 )     11       16       (161 )     (34 )
    Cash and cash equivalents at beginning of period   861       850       859       875       909  
    Cash and cash equivalents at end of period $ 714     $ 861       875     $ 714     $ 875  
                       
    The following supplemental Non-GAAP earnings information is presented to aid in understanding MKS’ operating results:            
                       
    MKS Instruments, Inc.
    Schedule Reconciling Selected Non-GAAP Financial Measures
    (In millions, except per share data)
                       
                       
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    Net income (loss) $ 90     $ 62     $ (68 )   $ 190     $ (1,841 )
    Acquisition and integration costs (Note 1)   3       3       3       9       16  
    Restructuring and other (Note 2)   1       1       7       6       20  
    Amortization of intangible assets   61       61       70       245       295  
    Loss on debt extinguishment (Note 3)   4       5       8       57       8  
    Amortization of debt issuance costs (Note 4)   5       5       7       21       24  
    Fees and expenses related to repricing of Term Loan Facility (Note 5)         2       2       5       2  
    Goodwill and intangible asset impairment (Note 6)               75             1,902  
    Gain on sale of long-lived assets (Note 7)                           (2 )
    Ransomware incident (Note 8)               1             15  
    Excess and obsolete charge from discontinued product line (Note 9)                           13  
    Tax effect of Non-GAAP adjustments (Note 10)   (18 )     (23 )     (26 )     (89 )     (156 )
    Non-GAAP net earnings $ 146     $ 116     $ 78     $ 444     $ 297  
    Non-GAAP net earnings per diluted share $ 2.15     $ 1.72     $ 1.17     $ 6.58     $ 4.43  
    Weighted average diluted shares outstanding   67.7       67.6       67.1       67.6       67.0  
                       
    Net cash provided by operating activities $ 176     $ 163     $ 180     $ 528     $ 319  
    Purchases of property, plant and equipment   (51 )     (22 )     (34 )     (118 )     (87 )
    Free cash flow $ 125     $ 141     $ 146     $ 410     $ 232  
                       
    MKS Instruments, Inc.
    Schedule Reconciling Selected Non-GAAP Financial Measures
    (In millions)
                       
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    Gross profit $ 441     $ 432     $ 411     $ 1,708     $ 1,642  
    Gross margin   47.2 %     48.2 %     46.0 %     47.6 %     45.3 %
    Excess and obsolete charge from discontinued product line (Note 9)                           13  
    Non-GAAP gross profit $ 441     $ 432     $ 411     $ 1,708     $ 1,655  
    Non-GAAP gross margin   47.2 %     48.2 %     46.0 %     47.6 %     45.7 %
    Operating expenses $ 306     $ 304     $ 387     $ 1,210     $ 3,196  
    Acquisition and integration costs (Note 1)   3       3       3       9       16  
    Restructuring and other (Note 2)   1       1       7       6       20  
    Amortization of intangible assets   61       61       70       245       295  
    Fees and expenses related to repricing of Term Loan Facility (Note 5)         2       2       5       2  
    Goodwill and intangible asset impairment (Note 6)               75             1,902  
    Gain on sale of long-lived assets (Note 7)                           (2 )
    Ransomware incident (Note 8)               1             15  
    Non-GAAP operating expenses $ 242     $ 237     $ 229     $ 945     $ 948  
    Income (loss) from operations $ 135     $ 128     $ 24     $ 498     $ (1,554 )
    Operating margin   14.5 %     14.3 %     2.7 %     13.9 %     (42.9 %)
    Acquisition and integration costs (Note 1)   3       3       3       9       16  
    Restructuring and other (Note 2)   1       1       7       6       20  
    Amortization of intangible assets   61       61       70       245       295  
    Fees and expenses related to repricing of Term Loan Facility (Note 5)         2       2       5       2  
    Goodwill and intangible asset impairment (Note 6)               75             1,902  
    Gain on sale of long-lived assets (Note 7)                           (2 )
    Ransomware incident (Note 8)               1             15  
    Excess and obsolete charge from discontinued product line (Note 9)                           13  
    Non-GAAP income from operations $ 199     $ 195     $ 182     $ 763     $ 707  
    Non-GAAP operating margin   21.3 %     21.8 %     20.3 %     21.3 %     19.5 %
    Interest expense, net $ 49     $ 58     $ 83     $ 263     $ 339  
    Amortization of debt issuance costs (Note 4)   5       5       7       21       24  
    Non-GAAP interest expense, net $ 45     $ 53     $ 76     $ 242     $ 315  
    Net income (loss) $ 90     $ 62     $ (68 )   $ 190     $ (1,841 )
    Interest expense, net   49       58       83       263       339  
    Other expense (income), net   3       5       12       (2 )     27  
    (Benefit) provision for income taxes   (11 )     (2 )     (11 )     (10 )     (87 )
    Depreciation   26       26       25       103       102  
    Amortization   61       61       70       245       295  
    Stock-based compensation   11       11       11       48       54  
    Acquisition and integration costs (Note 1)   3       3       3       9       16  
    Restructuring and other (Note 2)   1       1       7       6       20  
    Loss on debt extinguishment (Note 3)   4       5       8       57       8  
    Fees and expenses related to repricing of Term Loan Facility (Note 5)         2       2       5       2  
    Goodwill and intangible asset impairment (Note 6)               75             1,902  
    Gain on sale of long-lived assets (Note 7)                           (2 )
    Ransomware incident (Note 8)               1             15  
    Excess and obsolete charge from discontinued product line (Note 9)                           13  
    Adjusted EBITDA $ 237     $ 232     $ 218     $ 914     $ 863  
    Adjusted EBITDA margin   25.3 %     25.9 %     24.4 %     25.5 %     23.8 %
                       
    MKS Instruments, Inc.
    Reconciliation of GAAP Income Tax Rate to Non-GAAP Income Tax Rate
    (In millions)
                           
                           
      Three Months Ended December 31, 2024   Three Months Ended December 31, 2023
      Income Before   (Benefit) Provision   Effective   (Loss) Income Before   (Benefit) Provision   Effective
      Income Taxes   for Income Taxes   Tax Rate   Income Taxes   for Income Taxes   Tax Rate
                           
    GAAP $ 79   $ (11 )   (14.5 %)   $ (79 )   $ (11 )   14.2 %
    Acquisition and integration costs (Note 1)   3               3            
    Restructuring and other (Note 2)   1               7            
    Amortization of intangible assets   61               70            
    Loss on debt extinguishment (Note 3)   4               8            
    Amortization of debt issuance costs (Note 4)   5               7            
    Fees and expenses related to repricing of Term Loan Facility (Note 5)                 2            
    Goodwill and intangible asset impairment (Note 6)                 75            
    Ransomware incident (Note 8)                 1            
    Tax effect of Non-GAAP adjustments (Note 10)       18                 26      
    Non-GAAP $ 153   $ 7     4.0 %   $ 94     $ 15     15.6 %
                           
      Three Months Ended September 30, 2024
      Income Before   (Benefit) Provision    Effective
      Income Taxes   for Income Taxes   Tax Rate
    GAAP $ 60   $ (2 )   (4.0 %)
    Acquisition and integration costs (Note 1)   3          
    Restructuring and other (Note 2)   1          
    Amortization of intangible assets   61          
    Loss on debt extinguishment (Note 3)   5          
    Amortization of debt issuance costs (Note 4)   5          
    Fees and expenses related to repricing of Term Loan Facility (Note 5)   2          
    Tax effect of Non-GAAP adjustments (Note 10)       23      
    Non-GAAP $ 137   $ 21     15.1 %
               
      Twelve Months Ended December 31, 2024   Twelve Months Ended December 31, 2023
      Income Before   (Benefit) Provision   Effective   (Loss) Income Before   (Benefit) Provision    Effective
      Income Taxes   for Income Taxes   Tax Rate   Income Taxes   for Income Taxes   Tax Rate
    GAAP $ 180   $ (10 )   (5.7 %)   $ (1,928 )   $ (87 )   4.5 %
    Acquisition and integration costs (Note 1)   9               16            
    Restructuring and other (Note 2)   6               20            
    Amortization of intangible assets   245               295            
    Loss on debt extinguishment (Note 3)   57               8            
    Amortization of debt issuance costs (Note 4)   21               24            
    Fees and expenses related to repricing of Term Loan Facility (Note 5)   5               2            
    Goodwill and intangible asset impairment (Note 6)                 1,902            
    Gain on sale of long-lived assets (Note 7)                 (2 )          
    Ransomware incident (Note 8)                 15            
    Excess and obsolete charge from discontinued product line (Note 9)                 13            
    Tax effect of Non-GAAP adjustments (Note 10)       89                 156      
    Non-GAAP $ 523   $ 78     14.8 %   $ 366     $ 69     18.9 %
                           
    MKS Instruments, Inc.  
    Schedule Reconciling Selected Non-GAAP Financial Measures – Q1’25 Guidance  
    (In millions, except per share data)  
               
               
        Three Months Ending March 31, 2025  
        $ Amount   Per Share  
    GAAP net income and net income per share   $ 43     $ 0.63  
    Amortization of intangible assets     60        
    Loss on debt extinguishment     3        
    Amortization of debt issuance costs     4        
    Fees and expenses related to repricing of Term Loan Facility     2        
    Tax effect of Non-GAAP adjustments     (17 )      
    Non-GAAP net earnings and net earnings per share   $ 95     $ 1.40  
    Estimated weighted average diluted shares     67.8        
               
    GAAP operating expenses   $ 317        
    Amortization of intangible assets     (60 )      
    Fees and expenses related to repricing of Term Loan Facility     (2 )      
    Non-GAAP operating expenses   $ 255        
               
    GAAP net income     43        
    Interest expense, net     50        
    Provision for income taxes     10        
    Depreciation     26        
    Amortization of intangible assets     60        
    Stock-based compensation     23        
    Loss on debt extinguishment     3        
    Fees and expenses related to repricing of Term Loan Facility     2        
    Adjusted EBITDA   $ 217        
               

    MKS Instruments, Inc.
    Notes on Our Non-GAAP Financial Information

    Non-GAAP financial measures adjust GAAP financial measures for the items listed below. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, MKS’ reported GAAP results, and may be different from Non-GAAP financial measures used by other companies. In addition, these Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. MKS management believes the presentation of these Non-GAAP financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. Totals presented may not sum and percentages may not recalculate using figures presented due to rounding.

    Note 1: Acquisition and integration costs related to the Atotech Acquisition.

    Note 2: Restructuring costs primarily related to severance costs due to global cost-saving initiatives. Other costs related to certain legal matters.

    Note 3:  During the three and twelve months ended December 31, 2024, we recorded charges to write-off deferred financing fees and original issue discount costs related to voluntary principal prepayments on our USD term loan B. During the three months ended September 30, 2024 and the twelve months ended December 31, 2024, we recorded charges to write-off deferred financing fees and original issue discount costs related to the repricing of our USD term loan B and EUR term loan B. Additionally, during the twelve months ended December 31, 2024, we recorded charges to (i) write-off deferred financing fees and original issue discount costs related to voluntary principal prepayments on our EUR term loan B and (ii) write-off deferred financing fees related to the extinguishment of our term loan A. During the three and twelve months ended December 31, 2023, we recorded a charge to write-off deferred financing fees and original issue discount costs related to the repricing of our USD term loan B and the voluntary prepayment on our USD Tranche A loan.

    Note 4: We recorded additional interest expense related to the amortization of deferred financing costs associated with our term loan facility.

    Note 5: During the twelve months ended December 31, 2024 and the three months ended September 30, 2024, we recorded fees and expenses related to the repricing of our USD term loan B and EUR term loan B. During the twelve months ended December 31, 2024, we also recorded fees and expenses related to an amendment to our term loan facility where we borrowed additional amounts under our USD term loan B and EUR term loan B and fully repaid our term loan A. During the three and twelve months ended December 31, 2023, we recorded fees and expenses related to the repricing of our USD term loan B.

    Note 6: During the twelve months ended December 31, 2023, we noted softer industry demand, particularly in the personal computer and smartphone markets and concluded there was a triggering event at our Materials Solutions Division, which represents the former Atotech business, and Equipment Solutions Business, which represents the former Electro Scientific Industries business and is a reporting unit of our Photonics Solutions Division. We performed a quantitative assessment which resulted in an impairment of $1.3 billion for our Materials Solutions Division and $0.5 billion for our Equipment Solutions Business. In addition, during the three months ended December 31, 2023, as part of our annual goodwill and intangible asset impairment analysis, we recorded additional impairment charges of $62 million for our Materials Solutions Division and $13 million for our Equipment Solutions Business.

    Note 7: We recorded a gain on the sale of a minority interest investment in a private company.

    Note 8: We recorded costs, net of recoveries, associated with the ransomware incident we identified on February 3, 2023. These costs were primarily comprised of various third-party consulting services, including forensic experts, restoration experts, legal counsel, and other information technology and accounting professional expenses, enhancements to our cybersecurity measures, and costs to restore our systems and access our data.

    Note 9: We recorded an excess and obsolescence inventory charge related to a product line that was discontinued.

    Note 10: Non-GAAP adjustments are tax effected at applicable statutory rates resulting in a difference between the GAAP and Non-GAAP tax rates.

    The MIL Network

  • MIL-OSI: Palomar Holdings, Inc. Reports Fourth Quarter & Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    LA JOLLA, Calif., Feb. 12, 2025 (GLOBE NEWSWIRE) — Palomar Holdings, Inc. (NASDAQ:PLMR) (“Palomar” or “Company”) reported net income of $35.0 million, or $1.29 per diluted share, for the fourth quarter of 2024 compared to net income of $25.9 million, or $1.02 per diluted share, for the fourth quarter of 2023. Adjusted net income(1) was $41.3 million, or $1.52 per diluted share, for the fourth quarter of 2024 as compared to $28.0 million, or $1.11 per diluted share, for the fourth quarter of 2023. 

    Fourth Quarter 2024 Highlights

    • Gross written premiums increased by 23.3% to $373.7 million compared to $303.2 million in the fourth quarter of 2023
    • Net income increased 35.0% to $35.0 million compared to $25.9 million in the fourth quarter of 2023
    • Adjusted net income(1) increased 47.5% to $41.3 million compared to $28.0 million in the fourth quarter of 2023
    • Total loss ratio of 25.7% compared to 19.1% in the fourth quarter of 2023
    • Combined ratio of 75.9% compared to 74.2% in the fourth quarter of 2023
    • Adjusted combined ratio(1) of 71.7% compared to 68.8%, in the fourth quarter of 2023
    • Annualized return on equity of 19.5% compared to 23.2% in the fourth quarter of 2023
    • Annualized adjusted return on equity(1) of 23.1% compared to 25.1% in the fourth quarter of 2023

    Full Year 2024 Highlights

    • Gross written premiums increased by 35.1% to $1.5 billion compared to $1.1 billion in 2023
    • Net income increased 48.4% to $117.6 million compared to $79.2 million in 2023
    • Adjusted net income(1) increased 42.8% to $133.5 million compared to $93.5 million in 2023
    • Total loss ratio of 26.4% compared to 21.0% in 2023
    • Combined ratio of 78.1% compared to 76.6% in 2023
    • Adjusted combined ratio(1) of 73.7% compared to 71.2% in 2023
    • Return on equity of 19.6% compared to 18.5% in 2023
    • Adjusted return on equity(1) of 22.2% compared to 21.9% in 2023

    (1)  See discussion ofNon-GAAP and Key Performance Indicatorsbelow.

    Mac Armstrong, Chairman and Chief Executive Officer, commented, “Palomar’s stellar 2024 was capped off by an exceptional fourth quarter. During the quarter, we generated gross written premiums growth of 23%, 39% when excluding run-off business from our results, adjusted net income growth of 48%, inclusive of $8.1 million of catastrophe losses, and, importantly, an adjusted return on equity of 23%. When looking at the full year we not only generated record gross written premiums and adjusted net income, but we grew our top and bottom-line 35% and 43%, respectively. Additionally, throughout 2024 we made significant investments across the organization that we believe will sustain our earnings base and profitable growth trajectory.”  

    Mr. Armstrong continued, “Beyond the strong financial results of the fourth quarter and 2024, Palomar’s accomplishments were several and notable, highlighted by our AM Best upgrade and the acquisition of First Indemnity of America, our surety operation.  Furthermore, we accomplished a Palomar 2X fundamental strategic objective by doubling our adjusted underwriting income for the 2021 period in a three-year timeframe. We are energized by our prospects to continue this profitable growth in 2025 and thereafter.”  

    Underwriting Results

    Gross written premiums increased 23.3% to $373.7 million compared to $303.2 million in the fourth quarter of 2023, additionally net earned premiums increased 54.6% compared to the prior year’s fourth quarter. 

    Losses and loss adjustment expenses for the fourth quarter were $37.2 million, comprised of $29.1 million of attritional losses and $8.1 million of catastrophe losses primarily related to Hurricane Milton. The loss ratio for the quarter was 25.7%, comprised of an attritional loss ratio of 20.1% and a catastrophe loss ratio of 5.6%, compared to a loss ratio of 19.1% during the same period last year, all comprised of attritional losses.

    Underwriting income(1) for the fourth quarter was $34.9 million resulting in a combined ratio of 75.9% compared to underwriting income of $24.2 million resulting in a combined ratio of 74.2% during the same period last year. The Company’s adjusted underwriting income(1) was $41.0 million resulting in an adjusted combined ratio(1) of 71.7% in the fourth quarter compared to adjusted underwriting income(1) of $29.3 million and an adjusted combined ratio(1) of 68.8% during the same period last year.

    Investment Results
    Net investment income increased by 61.3% to $11.3 million compared to $7.0 million in the prior year’s fourth quarter. The increase was primarily due to higher yields on invested assets and a higher average balance of investments held during the three months ended December 31, 2024 due to cash generated from operations and proceeds from our August 2024 stock offering. The weighted average duration of the fixed-maturity investment portfolio, including cash equivalents, was 4.04 years at December 31, 2024. Cash and invested assets totaled $1.1 billion at December 31, 2024. During the fourth quarter, the Company recorded net realized and unrealized losses of $1.2 million related to its investment portfolio as compared to net realized and unrealized gains of $3.0 million in last year’s fourth quarter.

    Tax Rate
    The effective tax rate for the three months ended December 31, 2024 was 22.2% compared to 22.6% for the three months ended December 31, 2023. For the current quarter, the Company’s income tax rate differed from the statutory rate due primarily to the non-deductible executive compensation expense, offset by the permanent component of employee stock option exercises.

    Stockholders Equity and Returns
    Stockholders’ equity was $729.0 million at December 31, 2024, compared to $471.3 million at December 31, 2023. For the three months ended December 31, 2024, the Company’s annualized return on equity was 19.5% compared to 23.2% for the same period in the prior year while adjusted return on equity(1) was 23.1% compared to 25.1% for the same period in the prior year. 

    Full Year 2025 Outlook
    For the full year 2025, the Company expects to achieve adjusted net income of $180 million to $192 million. This includes an estimate of $8 million to $12 million of catastrophe losses for the year.

    Conference Call
    As previously announced, Palomar will host a conference call Thursday, February 13, 2025, to discuss its fourth quarter 2024 results at 12:00 p.m. (Eastern Time). The conference call can be accessed live by dialing 1-877-423-9813 or for international callers, 1-201-689-8573, and requesting to be joined to the Palomar Fourth Quarter 2024 Earnings Conference Call. A replay will be available starting at 4:00 p.m. (Eastern Time) on February 13, 2025, and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the replay is 13743970. The replay will be available until 11:59 p.m. (Eastern Time) on February 20, 2025.

    Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the investor relations section of the Company’s website at http://ir.palomarspecialty.com/. The online replay will remain available for a limited time beginning immediately following the call.

    About Palomar Holdings, Inc.
    Palomar Holdings, Inc. is the holding company of subsidiaries Palomar Specialty Insurance Company (“PSIC”), Palomar Specialty Reinsurance Company Bermuda Ltd. (“PSRE”), Palomar Insurance Agency, Inc. (“PIA”), Palomar Excess and Surplus Insurance Company (“PESIC”), Palomar Underwriters Exchange Organization, Inc (“PUEO”), Palomar Crop Insurance Services, Inc, and First Indemnity of America Insurance Company (acquired 1/1/2025). Palomar’s consolidated results also include Laulima Reciprocal Exchange, a variable interest entity for which the Company is the primary beneficiary. Palomar is an innovative specialty insurer serving residential and commercial clients in five product categories: Earthquake, Inland Marine and Other Property, Casualty, Fronting, and Crop. Palomar’s insurance subsidiaries, Palomar Specialty Insurance Company, Palomar Specialty Reinsurance Company Bermuda Ltd., and Palomar Excess and Surplus Insurance Company, have a financial strength rating of “A” (Excellent) from A.M. Best. 

    Non-GAAP and Key Performance Indicators

    Palomar discusses certain key performance indicators, described below, which provide useful information about the Company’s business and the operational factors underlying the Company’s financial performance.

    Underwriting revenue is a non-GAAP financial measure defined as total revenue, excluding net investment income and net realized and unrealized gains and losses on investments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of total revenue calculated in accordance with GAAP to underwriting revenue.

    Underwriting income is a non-GAAP financial measure defined as income before income taxes excluding net investment income, net realized and unrealized gains and losses on investments, and interest expense. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to underwriting income.

    Adjusted net income is a non-GAAP financial measure defined as net income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook, net of tax impact. The Company calculates the tax impact only on adjustments which would be included in calculating its income tax expense using the estimated tax rate at which the company received a deduction for these adjustments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income calculated in accordance with GAAP to adjusted net income.

    Annualized Return on equity is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

    Annualized adjusted return on equity is a non-GAAP financial measure defined as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of return on equity calculated using unadjusted GAAP numbers to adjusted return on equity.

    Loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses, to net earned premiums.

    Expense ratio, expressed as a percentage, is the ratio of acquisition and other underwriting expenses, net of commission and other income to net earned premiums.

    Combined ratio is defined as the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

    Adjusted combined ratio is a non-GAAP financial measure defined as the sum of the loss ratio and the expense ratio calculated excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio.

    Diluted adjusted earnings per share is a non-GAAP financial measure defined as adjusted net income divided by the weighted-average common shares outstanding for the period, reflecting the dilution which could occur if equity-based awards are converted into common share equivalents as calculated using the treasury stock method. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of diluted earnings per share calculated in accordance with GAAP to diluted adjusted earnings per share.

    Catastrophe loss ratio is a non-GAAP financial measure defined as the ratio of catastrophe losses to net earned premiums. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of loss ratio calculated using unadjusted GAAP numbers to catastrophe loss ratio.

    Adjusted combined ratio excluding catastrophe losses is a non-GAAP financial measure defined as adjusted combined ratio excluding the impact of catastrophe losses.  See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio excluding catastrophe losses.

    Adjusted underwriting income is a non-GAAP financial measure defined as underwriting income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to adjusted underwriting income.

    Tangible stockholdersequity is a non-GAAP financial measure defined as stockholders’ equity less goodwill and intangible assets. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of stockholders’ equity calculated in accordance with GAAP to tangible stockholders’ equity.

    Safe Harbor Statement
    Palomar cautions you that statements contained in this press release may regard matters that are not historical facts but are forward-looking statements. These statements are based on the company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by Palomar that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business. The forward-looking statements are typically, but not always, identified through use of the words “believe,” “expect,” “enable,” “may,” “will,” “could,” “intends,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “potential,” “possible,” “should,” “continue,” and other words of similar meaning. Actual results could differ materially from the expectations contained in forward-looking statements as a result of several factors, including unexpected expenditures and costs, unexpected results or delays in development and regulatory review, regulatory approval requirements, the frequency and severity of adverse events and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the Company’s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

    Contact
    Media Inquiries 
    Lindsay Conner 
    1-551-206-6217 
    lconner@plmr.com 

    Investor Relations
    Jamie Lillis
    1-203-428-3223
    investors@plmr.com
    Source: Palomar Holdings, Inc.

    Summary of Operating Results:

    The following tables summarize the Company’s results for the three months and year ended December 31, 2024 and 2023:

      Three Months Ended                
      December 31,                
      2024   2023   Change   % Change
      ($ in thousands, except per share data)
    Gross written premiums $ 373,723     $ 303,152     $ 70,571       23.3 %
    Ceded written premiums   (204,492 )     (188,742 )     (15,750 )     8.3 %
    Net written premiums   169,231       114,410       54,821       47.9 %
    Net earned premiums   144,890       93,748       51,142       54.6 %
    Commission and other income   750       1,586       (836 )     (52.7 )%
    Total underwriting revenue (1)   145,640       95,334       50,306       52.8 %
    Losses and loss adjustment expenses   37,176       17,896       19,280       107.7 %
    Acquisition expenses, net of ceding commissions and fronting fees   40,585       29,005       11,580       39.9 %
    Other underwriting expenses   32,947       24,210       8,737       36.1 %
    Underwriting income (1)   34,932       24,223       10,709       44.2 %
    Interest expense   (87 )     (824 )     737       (89.4 )%
    Net investment income   11,318       7,015       4,303       61.3 %
    Net realized and unrealized (losses) gains on investments   (1,201 )     3,044       (4,245 )     (139.5 )%
    Income before income taxes   44,962       33,458       11,504       34.4 %
    Income tax expense   9,997       7,564       2,433       32.2 %
    Net income $ 34,965     $ 25,894     $ 9,071       35.0 %
    Adjustments:                              
    Net realized and unrealized losses (gains) on investments   1,201       (3,044 )     4,245       (139.5 )%
    Expenses associated with transactions   922       478       444       92.9 %
    Stock-based compensation expense   4,779       4,176       603       14.4 %
    Amortization of intangibles   389       389             %
    Tax impact   (964 )     103       (1,067 )     NM  
    Adjusted net income (1) $ 41,292     $ 27,996     $ 13,296       47.5 %
    Key Financial and Operating Metrics                              
    Annualized return on equity   19.5 %     23.2 %                
    Annualized adjusted return on equity (1)   23.1 %     25.1 %                
    Loss ratio   25.7 %     19.1 %                
    Expense ratio   50.2 %     55.1 %                
    Combined ratio   75.9 %     74.2 %                
    Adjusted combined ratio (1)   71.7 %     68.8 %                
    Diluted earnings per share $ 1.29     $ 1.02                  
    Diluted adjusted earnings per share (1) $ 1.52     $ 1.11                  
    Catastrophe losses $ 8,122     $ 10                  
    Catastrophe loss ratio (1)   5.6 %     %                
    Adjusted combined ratio excluding catastrophe losses (1)   66.1 %     68.8 %                
    Adjusted underwriting income (1) $ 41,022     $ 29,266     $ 11,756       40.2 %
    NM – not meaningful                              

    (1)- Indicates Non-GAAP financial measure- see above for definition of Non-GAAP financial measures and see below for reconciliation of Non-GAAP financial measures to their most directly comparable measures prepared in accordance with GAAP.

                         
      Year Ended                
      December 31,                
      2024   2023   Change   % Change
      ($ in thousands, except per share data)
    Gross written premiums $ 1,541,962     $ 1,141,558     $ 400,404       35.1 %
    Ceded written premiums   (897,111 )     (731,531 )     (165,580 )     22.6 %
    Net written premiums   644,851       410,027       234,824       57.3 %
    Net earned premiums   510,687       345,913       164,774       47.6 %
    Commission and other income   2,784       3,367       (583 )     (17.3 )%
    Total underwriting revenue (1)   513,471       349,280       164,191       47.0 %
    Losses and loss adjustment expenses   134,759       72,592       62,167       85.6 %
    Acquisition expenses, net of ceding commissions and fronting fees   149,657       107,745       41,912       38.9 %
    Other underwriting expenses   117,113       88,172       28,941       32.8 %
    Underwriting income (1)   111,942       80,771       31,171       38.6 %
    Interest expense   (1,138 )     (3,775 )     2,637       (69.9 )%
    Net investment income   35,824       23,705       12,119       51.1 %
    Net realized and unrealized gains on investments   4,568       2,941       1,627       55.3 %
    Income before income taxes   151,196       103,642       47,554       45.9 %
    Income tax expense   33,623       24,441       9,182       37.6 %
    Net income $ 117,573     $ 79,201     $ 38,372       48.4 %
    Adjustments:                              
    Net realized and unrealized gains on investments   (4,568 )     (2,941 )     (1,627 )     55.3 %
    Expenses associated with transactions   1,479       706       773       109.5 %
    Stock-based compensation expense   16,685       14,913       1,772       11.9 %
    Amortization of intangibles   1,558       1,481       77       5.2 %
    Expenses associated with catastrophe bond   2,483       1,640       843       51.4 %
    Tax impact   (1,699 )     (1,480 )     (219 )     14.8 %
    Adjusted net income (1) $ 133,511     $ 93,520     $ 39,991       42.8 %
    Key Financial and Operating Metrics                              
    Annualized return on equity   19.6 %     18.5 %                
    Annualized adjusted return on equity (1)   22.2 %     21.9 %                
    Loss ratio   26.4 %     21.0 %                
    Expense ratio   51.7 %     55.7 %                
    Combined ratio   78.1 %     76.6 %                
    Adjusted combined ratio (1)   73.7 %     71.2 %                
    Diluted earnings per share $ 4.48     $ 3.13                  
    Diluted adjusted earnings per share (1) $ 5.09     $ 3.69                  
    Catastrophe losses $ 27,846     $ 3,442                  
    Catastrophe loss ratio (1)   5.5 %     1.0 %                
    Adjusted combined ratio excluding catastrophe losses (1)   68.3 %     70.2 %                
    Adjusted underwriting income (1) $ 134,147     $ 99,511     $ 34,636       34.8 %
                                   

    Condensed Consolidated Balance sheets

    Palomar Holdings, Inc. and Subsidiaries

    Condensed Consolidated Balance Sheets (unaudited)

    (in thousands, except shares and par value data)

               
    December 31,
    2024
      December 31,
    2023
    Assets      
    Investments:      
    Fixed maturity securities available for sale, at fair value (amortized cost: $973,330 in 2024; $675,130 in 2023) $ 939,046     $ 643,799  
    Equity securities, at fair value (cost: $32,987 in 2024; $43,003 in 2023)   40,529       43,160  
    Equity method investment   2,277       2,617  
    Other investments   5,863        
    Total investments   987,715       689,576  
    Cash and cash equivalents   80,438       51,546  
    Restricted cash   101       306  
    Accrued investment income   8,440       5,282  
    Premium receivable   305,724       261,972  
    Deferred policy acquisition costs, net of ceding commissions and fronting fees   94,881       60,990  
    Reinsurance recoverable on paid losses and loss adjustment expenses   47,076       32,172  
    Reinsurance recoverable on unpaid losses and loss adjustment expenses   348,083       244,622  
    Ceded unearned premiums   276,237       265,808  
    Prepaid expenses and other assets   91,086       72,941  
    Deferred tax assets, net   8,768       10,119  
    Property and equipment, net   429       373  
    Goodwill and intangible assets, net   13,242       12,315  
    Total assets $ 2,262,220     $ 1,708,022  
    Liabilities and stockholders’ equity              
    Liabilities:              
    Accounts payable and other accrued liabilities $ 70,079     $ 42,376  
    Reserve for losses and loss adjustment expenses   503,382       342,275  
    Unearned premiums   741,692       597,103  
    Ceded premium payable   190,168       181,742  
    Funds held under reinsurance treaty   27,869       13,419  
    Income taxes payable         7,255  
    Borrowings from credit agreements         52,600  
    Total liabilities   1,533,190       1,236,770  
    Stockholders’ equity:              
    Preferred stock, $0.0001 par value, 5,000,000 shares authorized as of December 31, 2024 and December 31, 2023, 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023          
    Common stock, $0.0001 par value, 500,000,000 shares authorized, 26,529,402 and 24,772,987 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively   3       3  
    Additional paid-in capital   493,656       350,597  
    Accumulated other comprehensive loss   (26,845 )     (23,991 )
    Retained earnings   262,216       144,643  
    Total stockholders’ equity   729,030       471,252  
    Total liabilities and stockholders’ equity $ 2,262,220     $ 1,708,022  
                   

    Condensed Consolidated Income Statement

    Palomar Holdings, Inc. and Subsidiaries

    Condensed Consolidated Statements of Income and Comprehensive Income (loss) (Unaudited)

    (in thousands, except shares and per share data)

               
      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
    Revenues:                              
    Gross written premiums $ 373,723     $ 303,152     $ 1,541,962     $ 1,141,558  
    Ceded written premiums   (204,492 )     (188,742 )     (897,111 )     (731,531 )
    Net written premiums   169,231       114,410       644,851       410,027  
    Change in unearned premiums   (24,341 )     (20,662 )     (134,164 )     (64,114 )
    Net earned premiums   144,890       93,748       510,687       345,913  
    Net investment income   11,318       7,015       35,824       23,705  
    Net realized and unrealized (losses) gains on investments   (1,201 )     3,044       4,568       2,941  
    Commission and other income   750       1,586       2,784       3,367  
    Total revenues   155,757       105,393       553,863       375,926  
    Expenses:                              
    Losses and loss adjustment expenses   37,176       17,896       134,759       72,592  
    Acquisition expenses, net of ceding commissions and fronting fees   40,585       29,005       149,657       107,745  
    Other underwriting expenses   32,947       24,210       117,113       88,172  
    Interest expense   87       824       1,138       3,775  
    Total expenses   110,795       71,935       402,667       272,284  
    Income before income taxes   44,962       33,458       151,196       103,642  
    Income tax expense   9,997       7,564       33,623       24,441  
    Net income $ 34,965     $ 25,894     $ 117,573     $ 79,201  
    Other comprehensive income, net:                              
    Net unrealized (losses) gains on securities available for sale   (16,707 )     19,229       (2,854 )     12,524  
    Net comprehensive income $ 18,258     $ 45,123     $ 114,719     $ 91,725  
    Per Share Data:                              
    Basic earnings per share $ 1.32     $ 1.05     $ 4.61     $ 3.19  
    Diluted earnings per share $ 1.29     $ 1.02     $ 4.48     $ 3.13  
                                   
    Weighted-average common shares outstanding:                              
    Basic   26,491,939       24,747,347       25,520,343       24,822,004  
    Diluted   27,206,225       25,272,149       26,223,842       25,327,091  
                                   

    Underwriting Segment Data

    The Company has a single reportable segment and offers specialty insurance products. Gross written premiums (GWP) by product, location and company are presented below:

      Three Months Ended December 31,                
      2024   2023                
      ($ in thousands)        
              % of           % of           %
      Amount   GWP   Amount   GWP   Change   Change
    Product (1)                                              
    Earthquake $ 146,757       39.3 %   $ 122,087       40.3 %   $ 24,670       20.2 %
    Inland Marine and other Property   85,396       22.9 %     63,039       20.8 %     22,357       35.5 %
    Casualty   68,484       18.3 %     32,323       10.7 %     36,161       111.9 %
    Fronting   57,418       15.4 %     85,708       28.3 %     (28,290 )     (33.0 )%
    Crop   15,668       4.2 %     (5 )     (0.0 )%     15,673       NM  
    Total Gross Written Premiums $ 373,723       100.0 %   $ 303,152       100.0 %   $ 70,571       23.3 %

    NM- Not meaningful

      Year Ended December 31,                
      2024   2023                
      ($ in thousands)        
              % of           % of           %
      Amount   GWP   Amount   GWP   Change   Change
    Product (1)                                              
    Earthquake $ 522,864       33.9 %   $ 436,896       38.3 %   $ 85,968       19.7 %
    Inland Marine and Other Property   334,079       21.7 %     250,023       21.9 %     84,056       33.6 %
    Fronting   333,188       21.6 %     352,141       30.8 %     (18,953 )     (5.4 )%
    Casualty   235,592       15.3 %     90,388       7.9 %     145,204       160.6 %
    Crop   116,239       7.5 %     12,110       1.1 %     104,129       859.9 %
    Total Gross Written Premiums $ 1,541,962       100.0 %   $ 1,141,558       100.0 %   $ 400,404       35.1 %

    (1) – Beginning in 2024, the Company has updated the categorization of its products to align with management’s current strategy and view of the business. Prior year amounts have been reclassified for comparability purposes. The recategorization is for presentation purposes only and does not impact overall gross written premiums.

      Three Months Ended December 31,   Year Ended December 31,
      2024   2023   2024   2023
      ($ in thousands)   ($ in thousands)
              % of           % of           % of           % of
      Amount   GWP   Amount   GWP   Amount   GWP   Amount   GWP
    State                                                              
    California $ 157,786       42.2 %   $ 165,342       54.5 %   $ 668,635       43.4 %   $ 600,791       52.6 %
    Texas   28,002       7.5 %     22,740       7.5 %     124,416       8.1 %     95,517       8.4 %
    Hawaii   18,636       5.0 %     11,562       3.8 %     72,558       4.7 %     47,388       4.2 %
    Washington   16,007       4.3 %     14,124       4.7 %     57,900       3.8 %     49,494       4.3 %
    New York   14,756       3.9 %     6,775       2.2 %     38,919       2.5 %     18,424       1.6 %
    Florida   8,855       2.4 %     11,286       3.7 %     67,008       4.3 %     47,595       4.2 %
    Oregon   8,298       2.2 %     6,307       2.1 %     29,550       1.9 %     23,220       2.0 %
    Illinois   7,176       1.9 %     6,697       2.2 %     20,901       1.4 %     22,340       2.0 %
    Other   114,207       30.6 %     58,319       19.2 %     462,075       30.0 %     236,789       20.7 %
    Total Gross Written Premiums $ 373,723       100.0 %   $ 303,152       100.0 %   $ 1,541,962       100.0 %   $ 1,141,558       100.0 %
                                                                   
      Three Months Ended December 31,   Year Ended December 31,
      2024   2023   2024   2023
      ($ in thousands)   ($ in thousands)
              % of           % of           % of           % of
      Amount   GWP   Amount   GWP   Amount   GWP   Amount   GWP
    Subsidiary                                                              
    PSIC $ 170,275       45.6 %   $ 156,590       51.7 %   $ 823,263       53.4 %   $ 653,809       57.3 %
    PESIC   188,496       50.4 %     146,562       48.3 %     661,404       42.9 %     487,749       42.7 %
    Laulima   14,952       4.0 %           %     57,295       3.7 %           %
    Total Gross Written Premiums $ 373,723       100.0 %   $ 303,152       100.0 %   $ 1,541,962       100.0 %   $ 1,141,558       100.0 %
                                                                   

    Gross and net earned premiums

    The table below shows the amount of premiums the Company earned on a gross and net basis and the Company’s net earned premiums as a percentage of gross earned premiums for each period presented:

      Three Months Ended                   Year Ended                
      December 31,                   December 31,                
      2024   2023   Change   % Change   2024   2023   Change   % Change
      ($ in thousands)   ($ in thousands)
    Gross earned premiums $ 371,654     $ 276,502     $ 95,152       34.4 %   $ 1,397,369     $ 1,015,722     $ 381,647       37.6 %
    Ceded earned premiums   (226,764 )     (182,754 )     (44,010 )     24.1 %     (886,682 )     (669,809 )     (216,873 )     32.4 %
    Net earned premiums $ 144,890     $ 93,748     $ 51,142       54.6 %   $ 510,687     $ 345,913     $ 164,774       47.6 %
                                                                   
    Net earned premium ratio   39.0 %     33.9 %                     36.5 %     34.1 %                
                                                                   

    Loss detail

      Three Months Ended                   Year Ended                
      December 31,                   December 31,                
      2024   2023   Change   % Change   2024   2023   Change   % Change
      ($ in thousands)   ($ in thousands)
    Catastrophe losses $ 8,122     $ 10     $ 8,112       NM     $ 27,846     $ 3,442     $ 24,404       NM  
    Non-catastrophe losses   29,054       17,886       11,168       62.4 %     106,913       69,150       37,763       54.6 %
    Total losses and loss adjustment expenses $ 37,176     $ 17,896     $ 19,280       107.7 %   $ 134,759     $ 72,592     $ 62,167       85.6 %
                                                                   
    Catastrophe loss ratio   5.6 %     0.0 %                     5.5 %     1.0 %                
    Non-catastrophe loss ratio   20.1 %     19.1 %                     20.9 %     20.0 %                
    Total loss ratio   25.7 %     19.1 %                     26.4 %     21.0 %                
    NM-Not meaningful                                                              
                                                                   

    The following table represents a reconciliation of changes in the ending reserve balances for losses and loss adjustment expenses:

      Three Months Ended
    December 31,
      Year Ended December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Reserve for losses and LAE net of reinsurance recoverables at beginning of period $ 137,274     $ 92,178     $ 97,653     $ 77,520  
    Add: Incurred losses and LAE, net of reinsurance, related to:                              
    Current year   37,575       19,409       137,798       70,363  
    Prior years   (399 )     (1,513 )     (3,039 )     2,229  
    Total incurred   37,176       17,896       134,759       72,592  
    Deduct: Loss and LAE payments, net of reinsurance, related to:                              
    Current year   15,675       5,417       43,582       19,631  
    Prior years   3,476       7,004       33,531       32,828  
    Total payments   19,151       12,421       77,113       52,459  
    Reserve for losses and LAE net of reinsurance recoverables at end of period   155,299       97,653       155,299       97,653  
    Add: Reinsurance recoverables on unpaid losses and LAE at end of period   348,083       244,622       348,083       244,622  
    Reserve for losses and LAE gross of reinsurance recoverables on unpaid losses and LAE at end of period $ 503,382     $ 342,275     $ 503,382     $ 342,275  
                                   

    Reconciliation of Non-GAAP Financial Measures

    For the three months and year ended December 31, 2024 and 2023, the Non-GAAP financial measures discussed above reconcile to their most comparable GAAP measures as follows:

    Underwriting revenue

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Total revenue $ 155,757     $ 105,393     $ 553,863     $ 375,926  
    Net investment income   (11,318 )     (7,015 )     (35,824 )     (23,705 )
    Net realized and unrealized (gains) losses on investments   1,201       (3,044 )     (4,568 )     (2,941 )
    Underwriting revenue $ 145,640     $ 95,334     $ 513,471     $ 349,280  
                                   

    Underwriting income and adjusted underwriting income

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Income before income taxes $ 44,962     $ 33,458     $ 151,196     $ 103,642  
    Net investment income   (11,318 )     (7,015 )     (35,824 )     (23,705 )
    Net realized and unrealized losses (gains) on investments   1,201       (3,044 )     (4,568 )     (2,941 )
    Interest expense   87       824       1,138       3,775  
    Underwriting income $ 34,932     $ 24,223     $ 111,942     $ 80,771  
    Expenses associated with transactions   922       478       1,479       706  
    Stock-based compensation expense   4,779       4,176       16,685       14,913  
    Amortization of intangibles   389       389       1,558       1,481  
    Expenses associated with catastrophe bond               2,483       1,640  
    Adjusted underwriting income $ 41,022     $ 29,266     $ 134,147     $ 99,511  
                                   

    Adjusted net income

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Net income $ 34,965     $ 25,894     $ 117,573     $ 79,201  
    Adjustments:                              
    Net realized and unrealized losses (gains) on investments   1,201       (3,044 )     (4,568 )     (2,941 )
    Expenses associated with transactions   922       478       1,479       706  
    Stock-based compensation expense   4,779       4,176       16,685       14,913  
    Amortization of intangibles   389       389       1,558       1,481  
    Expenses associated with catastrophe bond               2,483       1,640  
    Tax impact   (964 )     103       (1,699 )     (1,480 )
    Adjusted net income $ 41,292     $ 27,996     $ 133,511     $ 93,520  
                                   

    Annualized adjusted return on equity

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
                                   
    Annualized adjusted net income $ 165,168     $ 111,984     $ 133,511     $ 93,520  
    Average stockholders’ equity $ 716,171     $ 446,293     $ 600,140     $ 428,002  
    Annualized adjusted return on equity   23.1 %     25.1 %     22.2 %     21.9 %
                                   

    Adjusted combined ratio

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income $ 109,958     $ 69,525     $ 398,745     $ 265,142  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Combined ratio   75.9 %     74.2 %     78.1 %     76.6 %
    Adjustments to numerator:                              
    Expenses associated with transactions $ (922 )   $ (478 )   $ (1,479 )   $ (706 )
    Stock-based compensation expense   (4,779 )     (4,176 )     (16,685 )     (14,913 )
    Amortization of intangibles   (389 )     (389 )     (1,558 )     (1,481 )
    Expenses associated with catastrophe bond               (2,483 )     (1,640 )
    Adjusted combined ratio   71.7 %     68.8 %     73.7 %     71.2 %
                                   

    Diluted adjusted earnings per share

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands, except per share data)   (in thousands, except per share data)
                                   
    Adjusted net income $ 41,292     $ 27,996     $ 133,511     $ 93,520  
    Weighted-average common shares outstanding, diluted   27,206,225       25,272,149       26,223,842       25,327,091  
    Diluted adjusted earnings per share $ 1.52     $ 1.11     $ 5.09     $ 3.69  
                                   

    Catastrophe loss ratio

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Losses and loss adjustment expenses $ 37,176     $ 17,896     $ 134,759     $ 72,592  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Loss ratio   25.7 %     19.1 %     26.4 %     21.0 %
                                   
    Numerator: Catastrophe losses $ 8,122     $ 10     $ 27,846     $ 3,442  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Catastrophe loss ratio   5.6 %     0.0 %     5.5 %     1.0 %
                                   

    Adjusted combined ratio excluding catastrophe losses

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income $ 109,958     $ 69,525     $ 398,745     $ 265,142  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Combined ratio   75.9 %     74.2 %     78.1 %     76.6 %
    Adjustments to numerator:                              
    Expenses associated with transactions $ (922 )   $ (478 )   $ (1,479 )   $ (706 )
    Stock-based compensation expense   (4,779 )     (4,176 )     (16,685 )     (14,913 )
    Amortization of intangibles   (389 )     (389 )     (1,558 )     (1,481 )
    Expenses associated with catastrophe bond               (2,483 )     (1,640 )
    Catastrophe losses   (8,122 )     (10 )     (27,846 )     (3,442 )
    Adjusted combined ratio excluding catastrophe losses   66.1 %     68.8 %     68.3 %     70.2 %
                                   

    Tangible Stockholdersequity

      December 31,   December 31,
      2024   2023
      (in thousands)
    Stockholders’ equity $ 729,030     $ 471,252  
    Goodwill and intangible assets   (13,242 )     (12,315 )
    Tangible stockholders’ equity $ 715,788     $ 458,937  
                   

    The MIL Network

  • 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: 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: Berry Corporation Announces Date for Fourth Quarter and Full Year 2024 Earnings Release and Conference Call/Webcast

    Source: GlobeNewswire (MIL-OSI)

    DALLAS, Feb. 12, 2025 (GLOBE NEWSWIRE) — Berry Corporation (NASDAQ: BRY) (“Berry” or the “Company”) today announced it will report fourth quarter and full year 2024 results on Wednesday, March 12, 2025, after the close of U.S. financial markets and will host a conference call and webcast Thursday morning, March 13, 2025, to discuss these results; details and links are provided below.

    Earnings Call Information

    Call Date:  Thursday, March 13, 2025
    Call Time: 11:00 a.m. Eastern Time / 10:00 a.m. Central Time / 8:00 a.m. Pacific Time
       

    Join the live listen-only audio webcast at https://edge.media-server.com/mmc/p/jocmjm36 or at https://bry.com/category/events

    If you would like to ask a question on the live call, please preregister at any time using the following link:
    https://register.vevent.com/register/BI79bd222b5a56464a890cc7ab0156d115.

    Once registered, you will receive the dial-in numbers and a unique PIN number. You may then dial in or have a call back. When you dial in, you will input your PIN and be placed into the call. If you register and forget your PIN or lose your registration confirmation email, you may simply re-register and receive a new PIN.

    A web based audio replay will be available shortly after the broadcast and will be archived at https://ir.bry.com/reports-resources or visit https://edge.media-server.com/mmc/p/jocmjm36 or https://bry.com/category/events

    About Berry Corporation

    Berry is a publicly traded (NASDAQ: BRY) Western United States independent upstream energy company with a focus on onshore, low geologic risk, long-lived oil and gas reserves. We operate in two business segments: (i) exploration and production (“E&P”) and (ii) well servicing and abandonment. Our E&P assets are located in California and Utah, are characterized by high oil content and are predominantly located in rural areas with low population. Our California assets are in the San Joaquin basin (100% oil), while our Utah assets are in the Uinta basin (60% oil and 40% gas). We operate our well servicing and abandonment segment in California. More information can be found on the Company’s website at bry.com.

    The MIL Network