Category: Intelligence

  • MIL-OSI: eQ Plc Managers’ Transactions – Antti Lyytikäinen

    Source: GlobeNewswire (MIL-OSI)

    eQ Plc Managers’ Transactions
    6 February 2025 at 1:00 p.m.

    Person subject to the notification requirement
    Name: Antti Lyytikäinen
    Position: Chief Financial Officer

    Issuer: eQ Oyj
    LEI: 743700R4FA6AVH5J3D68
    Notification type: INITIAL NOTIFICATION
    Reference number: 94961/4/4
    ____________________________________________
    Transaction date: 2025-02-03
    Outside a trading venue
    Instrument type: FINANCIAL INSTRUMENT LINKED TO A SHARE OR A DEBT INSTRUMENT
    Name of the instrument: eQ Oyj Optio-oikeudet 2025
    Nature of transaction: ACCEPTANCE OF A STOCK OPTION

    Transaction details
    (1): Volume: 70000 Unit price: 0 EUR

    Aggregated transactions (1):
    Volume: 70000 Volume weighted average price: 0 EUR

    eQ Plc

    Additional information: Juha Surve, Group General Counsel, tel. +358 9 6817 8733

    Distribution: Nasdaq Helsinki, www.eQ.fi

    eQ Group is a Finnish group of companies specialising in asset management and corporate finance business. eQ Asset Management offers a wide range of asset management services (including private equity funds and real estate asset management) for institutions and individuals. The assets managed by the Group total approximately EUR 13.4 billion. Advium Corporate Finance, which is part of the Group, offers services related to mergers and acquisitions, real estate transactions and equity capital markets.

    More information about the Group is available on our website at www.eQ.fi.

    The MIL Network

  • MIL-OSI Economics: Steven Maijoor: Cyber resilience in an age of geopolitical tensions

    Source: Bank for International Settlements

    On December 12th 2023, Kyivstar, Ukraine’s largest telecom provider, suffered a cyberattack that disrupted services for millions of users. The attack, attributed to the Russian state-sponsored group Sandworm, was one of the biggest cyber incidents in Ukraine since the onset of the Russian invasion. The hackers had infiltrated Kyivstar’s infrastructure months earlier. They deployed malware that erased thousands of virtual servers and personal computers, crippling the company’s network for managing communication services.

    The attack had several immediate effects. First of all, approximately half of Kyivstar’s network was disabled, leaving millions without mobile and internet connection. But the damage wasn’t limited to the telecom sector. The attack also disrupted banking operations, payment processing, and online banking services. Some ATMs and point-of-sale terminals didn’t work. Financial transactions were in disarray across the country.

    Amazingly, the Ukrainians were quickly able to restore services. Over the past three years they have become quite proficient in dealing with large-scale disruption. Many critical processes in Ukraine are equipped with redundancy measures. Many people even have two sim cards in their phones. That enabled the other Ukrainian telecom providers to circumvent the outage. Services at Kyivstar were gradually reinstated, with almost full restoration achieved eight days after the attack.

    This episode raises some inconvenient questions. What if this would happen to us? What if a large scale Russian or Chinese cyberattack is launched on the telecoms sector of an EU member state? Would it be possible? How much damage could such an attack cause? Would it affect financial services? And would we be able to recover as quickly as the Ukrainians did?

    A few years ago, most people would have found these questions to be rather hypothetical, but today, unfortunately, they have become quite urgent. Geopolitical tensions have been rising for more than a decade, but over the past few years they have accelerated. Countries are re-arming, they are protecting their strategic economic infrastructures, they are imposing trade restrictions and sanctions on each other, and they are weaponising access to international financial infrastructures and services. Needless to say this is bad news for the world economy and the financial sector. But perhaps in no area is the geopolitical threat so real and acute as in the digital domain.

    Apart from the Kyivstar case, there are many other examples to back this up. In late 2023, a Russian hacker breached Microsoft’s corporate network by exploiting a legacy account. As a result, the security and confidentiality of the email accounts of many organisations around the world were potentially compromised. Last year, the FBI discovered a dormant network of Chinese hackers in the United States that had compromised hundreds of routers and that was on standby to launch an attack if called on. And recently, Russian and Chinese vessels were suspected of damaging subsea data cables. Since state-sponsored cyberattacks are often very well concealed, we do not have reliable numbers on how often they occur. But anecdotal information from intelligence agencies, like the Dutch General Intelligence and Security Service, suggest their number is increasing.

    Traditionally, the financial sector has been an attractive target for cyber criminals with financial motives. But with the changing geopolitical climate, nation-state cyberattacks have become a very real possibility. Their main aim is to cause disruption and to steal sensitive information. Nation-state actors possess more resources, sophistication, and endurance than other hackers. And many sectors of the economy have become more vulnerable to large-scale disruption due to increased complexity and digitalisation. This is certainly true of financial services, with their long outsourcing chains and interconnectedness. And many financial firms depend on the same third-party service providers, so if one of these suppliers is attacked, large chunks of the financial sector may experience the knock-on effects. As we showed in our latest Financial Stability overview, a quarter of all reported global cyberattacks can potentially affect the financial sector through a vital process run by a third party on which the financial system depends.

    So, to answer the questions I posed at the start: yes, I think a major state-sponsored cyberattack on the financial sector or one of its supporting sectors could happen. And frankly, I hope we would be able to recover as quickly as the Ukrainians did.

    That is not because financial institutions haven’t prepared. Many financial institutions have taken big steps in recent years to boost their cyber resilience. I think it is fair to say the financial industry is one of the better digitally defended sectors in the economy. As it should be. But given the size and urgency of the threat, we need to do even more to keep financial services safe. This is why cyber resilience will absolutely be a key focus area in our supervision of the financial industry in the coming years. This goes both for De Nederlandsche Bank, and for the European Central Bank.

    Our aim is to make financial services safer against cyber threats. Not only by increasing the resilience of the financial sector itself, but also by stepping up the robustness of the entire chain of ICT service providers. DORA, the European Digital Operational Resilience Act, that came into effect at the beginning of this year, gives us additional tools to accomplish this aim.

    To start with, under DORA, threat-led penetration tests are mandatory for the largest financial institutions in Europe. In the Netherlands we have been conducting these kinds of tests voluntarily for over eight years with good results, and we are very pleased that it is now becoming the norm at the European level.

    But DORA also imposes stricter requirements for managing cyber risks in outsourcing chains. For example, financial firms face stricter rules for conducting due diligence on potential ICT providers. As a result, Fintechs may also experience more stringent due diligence from financial sector customers. And very importantly, under DORA, European supervisors can conduct inspections of critical third-party ICT service providers in tandem with national supervisory authorities. We expect bigtechs like Google and Microsoft to be placed under EU-wide supervision. And, just as with the banks, we are going to test their readiness to detect and withstand cyberattacks.

    Despite all efforts, there is no such thing as perfect cyber security. It is therefore vital that financial institutions take measures to recover quickly after cyber incidents. This is crucial to ensure that services can continue and people don’t lose trust in financial firms or the financial sector as a whole.

    The results of the ECB’s 2024 cyber stress test show that there is room for improvement on the recovery front. So it’s a very good thing that DORA also imposes new requirements on institutions’ continuity plans and backup policies. They need to develop a culture where cyber incidents are quickly detected and reported, they need to have their playbooks in place and they need to have clearly defined management roles and responsibilities. These are key ingredients for an effective response after a cyberattack.

    An important principle of our supervision has always been that financial institutions are responsible for putting their own house in order. And that is also the case with cybersecurity. But if we only focus on individual institutions, we miss something. As I mentioned, on a digital level the financial sector is so interconnected, and connected to other vital sectors of the economy as well, that some degree of overall coordination and cooperation is necessary to arrive at an optimal level of resilience. Notably, recent assessments, derived from nationwide contingency exercises in the Netherlands, reveal various weaknesses. These weaknesses relate to the exchange of information between critical infrastructure providers, the distribution of roles and responsibilities, and the mobilisation of scarce cyber security knowledge and expertise in the event of major cyber incidents.

    So the message here is: we need to work together. Governments should take the lead to improve cross-sectoral cooperation and coordination. They must continue to conduct large-scale cyber-drills and practice activating crisis plans. The insights gained should be used to enhance resilience.

    But there is also a role for financial supervisors like DNB. Under the new legislation, we do not only need to check whether financial firms are compliant, but we also have an obligation ourselves to look over the fence and cooperate closely with other sectors. DNB is putting this into practice by working with vital sectors that are most critical to the financial sector, such as energy and telecommunications. Within our mandate, we support these sectors with information, cooperation and ethical hacking experience.

    To sum up, the threat of major disruptions to our financial system from nation-state cyberattacks has become more urgent. Financial firms, and the entire outsourcing chain on which they depend, therefore need to do whatever they can to further boost their cyber resilience. Both in terms of detection and recovery. Cyber resilience is a top priority for European financial supervisors and there are new European laws in place. And we are going to use these laws to make sure that financial institutions under our supervision are as secure and well defended as possible. Enhancing resilience also means we need to work together. Governments, financial firms, supervisors, telecom, energy and other vital players in the outsourcing chain. Because in cyberspace, we are all linked together. And after all, a chain is only as strong as its weakest link.

    Thank you.

    MIL OSI Economics

  • MIL-OSI: Societe Generale: Fourth quarter & 2024 full year results

    Source: GlobeNewswire (MIL-OSI)

    RESULTS AT 31 DECEMBER 2024

    Press release                                                        
    Paris, 6 February 2025

    2024 RESULTS ABOVE ALL GROUP TARGETS
    GROUP NET INCOME OF EUR 4.2 BILLION, +69% vs. 2023

    Annual revenues of EUR 26.8 billion, up by +6.7% vs. 2023, above the ≥+5% target set for 2024, driven in particular by the strong rebound in net interest income in France and by an excellent performance in Global Banking and Investor Solutions with revenues above EUR 10 billion

    Cost-to-income ratio of 69.0%, below the target of <71% set for 2024, thanks to tight control of costs, which are stable vs. 2023

    Cost of risk at 26 basis points, at the lower end of the 2024 guidance range

    Profitability (ROTE) of 6.9%, above the target of >6% expected for 2024

    CET1 ratio of 13.3% at end-2024, around 310 basis points above regulatory requirement

    +75% INCREASE IN DISTRIBUTION TO SHAREHOLDERS VS. 2023

    Proposed distribution of EUR 1,740 million1, equivalent to EUR 2.18 per share1, composed of:

    • a cash dividend of EUR 1.09 per share to be proposed to the General Meeting
    • a share buyback programme of EUR 872 million, equivalent to EUR 1.09 per share1. ECB approval has been obtained to launch the programme, due to start on 10 February 2025
    • Increase of the payout ratio to 50% of net income2

    2025 FINANCIAL TARGETS, STRONG CAPITAL, EXECUTION DISCIPLINE

    Revenue growth of more than +3%3 vs. 2024

    Decrease in costs above -1%3 vs. 2024

    Improvement of the cost-to-income ratio, less than 66% in 2025

    Cost of risk between 25 and 30 basis points in 2025

    Increase of the ROTE, more than 8% in 2025

    CET1 ratio above 13% post Basel IV throughout the year 2025

    With a solid CET1 ratio ahead of the capital trajectory, we are proposing to improve the distribution policy with:

    • an overall distribution payout ratio of 50% of net income2
    • a balanced distribution between cash dividends and share buybacks

    Slawomir Krupa, the Group’s Chief Executive Officer, commented:
    “In 2024, our performance improves materially. All our targets are exceeded and ahead of plan. Strong capital build-up, strong and sustainable business growth, strong cost control and risk management, and a material progress in our integration projects led to the doubling of the earnings per share. Against this strong backdrop, we are improving both the 2024 distribution and our distribution policy. I would like to thank the entire Societe Generale team for their dedication and remarkable commitment, every single day, to serving our clients and our Bank.
    We will continue to focus in 2025 on the relentless execution of our strategy, improving our performance even further.”

    1. GROUP CONSOLIDATED RESULTS
    In EURm Q4 24 Q4 23 Change 2024 2023 Change
    Net banking income 6,621 5,957 +11.1% +12.5%* 26,788 25,104 +6.7% +5.7%*
    Operating expenses (4,595) (4,666) -1.5% -0.7%* (18,472) (18,524) -0.3% -1.6%*
    Gross operating income 2,026 1,291 +57.0% +61.3%* 8,316 6,580 +26.4% +26.6%*
    Net cost of risk (338) (361) -6.4% -4.9%* (1,530) (1,025) +49.3% +48.6%*
    Operating income 1,688 930 +81.6% +87.4%* 6,786 5,555 +22.2% +22.5%*
    Net income/expense from other assets (11) (21) +48.9% +45.2%* (77) (113) +31.4% +26.3%*
    Income tax (413) (302) +36.6% +40.5%* (1,601) (1,679) -4.7% -4.9%*
    Net income 1,273 612 x 2.1 x 2.1* 5,129 3,449 +48.7% +49.6%*
    O.w. non-controlling interests 233 183 +27.0% +33.6%* 929 957 -3.0% -9.3%*
    Group net income 1,041 429 x 2.4 x 2.5* 4,200 2,492 +68.6% +73.2%*
    ROE 5.8% 1.5%     6.1% 3.1% +0.0% +0.0%*
    ROTE 6.6% 1.7%     6.9% 4.2% +0.0% +0.0%*
    Cost to income 69.4% 78.3%     69.0% 73.8% +0.0% +0.0%*

    Asterisks* in the document refer to data at constant perimeter and exchange rates

    The Board of Directors of Societe Generale, which met on 5 February 2025 under the chairmanship of Lorenzo Bini Smaghi, examined the Societe Generale Group’s results for Q4 24 and endorsed the 2024 financial statements.

    Net banking income 

    Net banking income stood at EUR 6.6 billion, up by +11.1% vs. Q4 23.

    Revenues of French Retail, Private Banking and Insurance were up by +15.5% vs. Q4 23 and totalled EUR 2.3 billion in Q4 24. Net interest income increased in Q4 24 (+36% vs. Q4 23), in line with the latest estimates. Assets under management in Private Banking and Insurance increased by +7% each in Q4 24 vs. Q4 23. Lastly, BoursoBank showed strong growth momentum with more than 460,000 new clients in the quarter, allowing to reach a client base of 7.2 million clients at end-December 2024, above the target of 7 million clients set for end-2024. In addition, BoursoBank posted a positive contribution to Group net income in 2024 for the second year in a row.

    Global Banking and Investor Solutions registered a +12.4% increase in revenues relative to Q4 23. Revenues amounted to EUR 2.5 billion for the quarter, driven by strong momentum across all businesses. Global Markets grew by 9.8% in Q4 24 vs. Q4 23. Revenues from the Equities business were up by +10%, reaching a record level for a fourth quarter. They were driven by favourable market conditions, particularly after the result of the presidential elections in the United States. Fixed Income and Currencies were up by +9% owing to solid commercial activity in financing and intermediation across all asset classes. In Financing and Advisory, solid commercial momentum was recorded in structured finance and the performance of M&A and advisory continued to rebound. Likewise, Global Transaction & Payment Services posted a +26% increase in revenues vs. Q4 23, driven by a sustained commercial development across all businesses, particularly in correspondent banking.

    Mobility, International Retail Banking and Financial Services’ revenues were up by +2.0% vs. Q4 23, mainly due to an increase in margins at Ayvens. International Retail Banking recorded a -3.6% fall in revenues vs. Q4 23 at EUR 1.0 billion, due to a scope effect related to the asset disposals finalised in Africa (Morocco, Chad, Congo, Madagascar). Revenues were up +3.4% at constant perimeter and exchange rates. Revenues from Mobility and Financial Services were up by +8.3% vs. Q4 23 mainly due to non-recuring items in Q4 23 and improved margins at Ayvens.

    The Corporate Centre recorded revenues of EUR -159 million in Q4 24.

    Over 2024, net banking income increased by +6.7% vs. 2023.

    Operating expenses 

    Operating expenses came out to EUR 4,595 million in Q4 24, down by -1.5% vs. Q4 23.
    They include a scope effect of around EUR 46 million related to the integration of Bernstein’s cash equity operations and a decrease in transformation costs of EUR 26 million. Excluding these items, operating expenses were down by nearly -2% in Q4 24 vs. Q4-23 owing to the effect of the cost saving measures implemented across all business lines.

    The cost-to-income ratio stood at 69.4% in Q4 24, significantly lower than in Q4 23 (78.3%).

    Over 2024, operating expenses remained relatively stable (-0.3% vs. 2023), thanks from rigorous cost management. The cost-to-income ratio stood at 69.0% (vs. 73.8% in 2023), a level below the target of 71% for 2024.

    Cost of risk

    The cost of risk fell to 23 basis points over the quarter (or EUR 338 million). This includes a EUR 386 million provision for non-performing loans (around 26 basis points) and a reversal of a provision on performing loans for EUR -48 million.

    At end-December, the Group’s provisions on performing loans amounted to EUR 3,119 million, stable relative to 30 September 2024. The EUR -453 million contraction relative to 31 December 2023 is mainly owing to the application of IFRS 5.

    The gross non-performing loan ratio stood at 2.81%4,5 at 31 December 2024, significantly down vs. end of September 2024 (2.95%). The net coverage ratio on the Group’s non-performing loans stood at 81%6 at 31 December 2024 (after taking into account guarantees and collateral).

    Net profits from other assets

    The Group recorded a net loss of EUR -11 million in Q4 24, mainly related to the accounting impacts of finalised asset sales, such as the disposals of our activities in Morocco and Madagascar.

    Group net income

    Group net income stood at EUR 1,041 million for the quarter, equating to a Return on Tangible Equity (ROTE) of 6.6%.

    Over the year, Group net income stood at EUR 4,200 million, equating to a Return on Tangible Equity (ROTE) of 6.9%.

    Shareholder distribution

    The Board of Directors approved the distribution policy for the 2024 fiscal year, aiming to distribute EUR 2.18 per share, equivalent to EUR 1,740 million, of which EUR 872 million in share buyback7. A cash dividend of EUR 1.09 per share will be proposed at the General Meeting of Shareholders on 20 May 2025. The dividend will be detached on 26 May 2025 and paid out on 28 May 2025.

    1. AN ESTABLISHED ESG STRATEGY FROM WHICH TO STEP FORWARD

    In 2024, Societe Generale accelerated the execution of its ESG roadmap, particularly with respect to the contribution to the environmental transition:

    • The Group now covers ~70% of companies’8 financed emissions, with 10 alignment targets for the carbon-intensive sectors. It has already reduced its oil and gas upstream exposure by more than 50% since the end of 20199
    • In Q2 24 and ahead of schedule, the Group reached its target of EUR 300 billion for sustainable finance planned for the period 2022-2025. A new target of EUR 500 billion, complementing the work carried out as part of the portfolio alignment, was announced for the period 2024-2030. This will help increase the orientation of financial flows towards decarbonization activities.

    The Group has broadened the scope of actions to prepare for a sustainable future by supporting new players and new technologies:

    • The EUR 1 billion investment for the transition, announced during the Capital Markets Day, has entered its operationalization phase
    • A new partnership with the EIB to unlock up to EUR 8 billion in the wind industry supply chain in Europe was signed in Q4 24.

    At the same time, ESG risk management continues to be strengthened, enhancing forward-looking assessments of environmental risk materiality and further integrating environmental, social and governance risks into the risk framework.
    Lastly, the Group is moving forward with its ambitions as a responsible employer: at the end of 2024, the “Group Leaders Circle” (Top 250) had ~30% women executives10 and ~30% international members. As announced during the Capital Markets Day, the EUR 100 million envelope commitment to reduce the gender pay gap was launched in 2023.

    1. THE GROUP’S FINANCIAL STRUCTURE

    At 31 December 2024, the Group’s Common Equity Tier 1 ratio stood at 13.3%11, around 310 basis points above the regulatory requirement. Likewise, the Liquidity Coverage Ratio (LCR) was well ahead of regulatory requirements at 156% at end-December 2024 (145% on average for the quarter), and the Net Stable Funding Ratio (NSFR) stood at 117% at end-December 2024.

    All liquidity and solvency ratios are well above the regulatory requirements.

      31/12/2024 31/12/2023 Requirements
    CET1(1) 13.3% 13.1% 10.24%
    Fully-loaded CET1 13.3% 13.1% 10.24%
    Tier 1 ratio (1) 16.1% 15.6% 12.17%
    Total Capital(1) 18.9% 18.2% 14.73%
    Leverage ratio(1) 4.34% 4.25% 3.60%
    TLAC (% RWA)(1) 29.7% 31.9% 22.31%
    TLAC (% leverage)(1) 8.0% 8.7% 6.75%
    MREL (% RWA)(1) 34.2% 33.7% 27.58%
    MREL (% leverage)(1) 9.2% 9.2% 6.23%
    End of period LCR 156% 160% >100%
    Period average LCR 145% 155% >100%
    NSFR 117% 119% >100%
    In EURbn 31/12/2024 31/12/2023
    Total consolidated balance sheet 1,574 1,554
    Shareholders’ equity (IFRS), Group share 70 66
    Risk-weighted assets 390 389
    O.w. credit risk 327 326
    Total funded balance sheet 952 970
    Customer loans 463 497
    Customer deposits 614 618

    At 31 December 2024, the parent company had issued EUR 43.2 billion in medium/long-term debt under its 2024 funding program. The subsidiaries had issued EUR 4.7 billion. In all, the Group has issued a total of EUR 47.9 billion.

    At 10 January 2025, the parent company 2025 funding program was executed at 47% for vanilla notes.

    The Group is rated by four rating agencies: (i) FitchRatings – long-term rating “A-”, stable outlook, senior preferred debt rating “A”, short-term rating “F1”; (ii) Moody’s – long-term rating (senior preferred debt) “A1”, negative outlook, short-term rating “P-1”; (iii) R&I – long-term rating (senior preferred debt) “A”, stable outlook; and (iv) S&P Global Ratings – long-term rating (senior preferred debt) “A”, stable outlook, short-term rating “A-1”.

    1. FRENCH RETAIL, PRIVATE BANKING AND INSURANCE
    In EURm Q4 24 Q4 23 Change 2024 2023 Change
    Net banking income 2,267 1,963 +15.5% 8,657 8,053 +7.5%
    Of which net interest income 1,091 801 +36.2% 3,868 3,199 +20.9%
    Of which fees 1,028 948 +8.5% 4,108 3,975 +3.3%
    Operating expenses (1,672) (1,683) -0.7% (6,634) (6,756) -1.8%
    Gross operating income 596 280 x 2.1 2,024 1,297 +56.0%
    Net cost of risk (115) (163) -29.6% (712) (505) +41.0%
    Operating income 481 118 x 4.1 1,312 792 +65.6%
    Net profits or losses from other assets (2) 5 n/s 6 9 -35.1%
    Group net income 360 90 x 4.0 991 596 +66.2%
    RONE 9.1% 2.3%   6.3% 3.9%  
    Cost to income 73.7% 85.7%   76.6% 83.9%  

    Commercial activity

    SG Network, Private Banking and Insurance 

    The SG Network’s average outstanding deposits amounted to EUR 232 billion in Q4 24, down by -1% on Q4 23, with strong shift of inflows into investment products and savings life insurance.

    The SG Network’s average loan outstandings contracted by -4% vs. Q4 23 to EUR 194 billion, but -2.5% excluding PGE (state guaranteed loans). Outstanding loans to corporate and professional clients grew vs. Q3 24 excluding state guaranteed PGE loans, and individual clients lending experienced an increased commercial momentum.

    The average loan to deposit ratio came to 83.6% in Q4 24, down by 2.6 percentage points relative to Q4 23.

    Private Banking activities saw their assets under management12 maintain a record level of EUR 154 billion in Q4 24, up by +7% vs. Q4 23. Net gathering stood at EUR 6.3 billion in 2024, the annual net asset gathering pace (net new money divided by AuM) being at +4% in 2024. Net banking income came to EUR 348 million over the quarter, a decrease of -2% vs. Q4 23. It stands at EUR 1,469 million for 2024, unchanged from 2023.

    Insurance, which covers activities in and outside France, posted a very strong commercial performance. Life insurance outstandings increased sharply by +7% vs. Q4 23 to reach a record EUR 146 billion at                end-December 2024. The share of unit-linked products remained high at 40%. Savings Life insurance gross inflows amounted to EUR 3.4 billion in Q4 24, and EUR 18.3 billion for 2024, up by +42% vs. 2023.

    Personal protection and P&C premia were up by +3% vs. Q4 23 (+5% at constant perimeter).

    BoursoBank 

    BoursoBank’s growth momentum continued with more than 460K new clients in the fourth quarter of 2024. BoursoBank reached almost 7.2 million clients in December 2024, above 2024 target.

    Thanks notably to its comprehensive banking offer and recognized among the “Digital Leaders”13, the Bank has a low attrition rate (~3% in 2024), still down vs. 2023.

    BoursoBank continued its profitable growth trajectory in 2024 with a cost per client down by -17.0% vs. 2023 with an expanding client base, more than 1.3 million net clients over 12 months (+22.4% vs. 2023).

    Loans outstanding improved by +5.4% relative to Q4 23, at EUR 16 billion in Q4 24.

    Average outstanding in savings including deposits and financial savings were +15.5% higher vs. Q4 23 at EUR 64 billion. Deposits outstanding totalled EUR 39 billion in Q4 24, posting another strong increase of +15.4% vs. Q4 23, driven by interest-bearing savings. Average life insurance outstandings, at EUR 13 billion in Q4 24, rose by +10.2% vs. Q4 23 (o/w 48% in unit-lined products, +3.8 percentage points vs. Q4 23). The activity continued to register strong gross inflows over the quarter (+50.4% vs. Q4 23, 65% unit-linked products).

    For the second year in a row, BoursoBank recorded a positive contribution to Group net income in 2024.

    At end of 2025, BoursoBank aims to exceed 8 million clients.

    Net banking income

    Over the quarter, revenues amounted to EUR 2,267 million (including PEL/CEL provision), up by +15% compared with Q4 23 and up by +1% compared with Q3 24. Net interest income grew by +36% vs. Q4 23 and +3% vs. Q3 24. Fee income rose by +9% relative to Q4 23.

    Over the year, revenues reached EUR 8,657 million, up by +8% compared with 2023 (including PEL/CEL provision). Net interest income was up by +21% vs. 2023. Fees increased by +3% relative to 2023.

    Operating expenses

    Over the quarter, operating expenses came to EUR 1,672 million, down -1% compared to Q4 23. The cost-to-income ratio reached 73.7% in Q4 24 and improved by 12 percentage points vs. Q4 23.

    Over the year, operating expenses totalled EUR 6,634 million, decreasing by -2% vs. 2023.                                         The cost-to-income ratio stood at 76.6% and improved by 7.3 percentage points compared with 2023.

    Cost of risk

    Over the quarter, the cost of risk amounted to EUR 115 million, or 20 basis points, down compared with Q3 24 (30 basis points).

    Over the year, the cost of risk totalled EUR 712 million, or 30 basis points.

    Group net income

    Over the quarter, Group net income totalled EUR 360 million. RONE stood at 9.1% in Q4 24.

    Over the year, Group net income totalled EUR 991 million. RONE stood at 6.3% for the year.

    1. GLOBAL BANKING AND INVESTOR SOLUTIONS
    In EURm Q4 24 Q4 23 Change 2024 2023 Change
    Net banking income 2,457 2,185 +12.4% +11.6%* 10,122 9,642 +5.0% +4.8%*
    Operating expenses (1,644) (1,601) +2.7% +2.0%* (6,542) (6,788) -3.6% -3.7%*
    Gross operating income 812 584 +39.0% +37.9%* 3,580 2,854 +25.4% +25.0%*
    Net cost of risk (97) (38) x 2.5 x 2.5* (126) (30) x 4.2 x 4.3*
    Operating income 715 546 +31.0% +30.1%* 3,455 2,824 +22.3% +21.9%*
    Group net income 627 467 +34.4% +33.0%* 2,788 2,280 +22.2% +21.7%*
    RONE 16.6% 12.2% +0.0% +0.0%* 18.4% 14.8% +0.0% +0.0%*
    Cost to income 66.9% 73.3% +0.0% +0.0%* 64.6% 70.4% +0.0% +0.0%*

    Net banking income

    Global Banking & Investor Solutions delivered an excellent fourth quarter, with revenues up by +12.4% compared with Q4 23, at EUR 2,457 million.

    Over 2024, revenues reached a record14 level of EUR 10,122 million, up by +5.0% vs. FY23, owing to excellent momentum across all business lines.

    Global Markets and Investor Services recorded a sharp rise in revenues over the quarter vs Q4 23 of +9.8% to EUR 1,493 million. Over 2024, they totalled EUR 6,557 million, up by +4.5% vs. FY 2023. This growth is the result of solid performance across all activities.

    Global Markets posted both a record fourth quarter and a record1 year with revenues, respectively, of EUR 1,332 million, up +9.5% vs. Q4 23, and EUR 5,884 million, up +5.6% vs. 2023, in a market environment that remains conducive.

    The Equities business delivered an excellent performance, with both a record year and fourth quarter. In Q4 24, revenues amounted to EUR 831 million, a steady increase of +10.0% vs. Q4 23, benefiting from a strong commercial dynamic post US elections especially in flow, listed products and financing activities. Over 2024, revenues increased sharply by +12.2% versus 2023 to EUR 3,569 million.

    Fixed Income and Currencies grew by +8.8% to EUR 501 million in Q4 24, thanks to a solid performance across all products, with an increased client engagement across Corporates and Financial Institutions following the impact of the US elections on rates and currencies. In addition, European rates and currencies franchise outperformed, together with solid secured financing opportunities in the Americas. Over 2024, revenues decreased slightly by -3.2% to EUR 2,315 million.

    Securities Services’ revenues were sharply up by +12.4% versus Q4 23 at EUR 162 million but increased by +4.8% excluding the impact of equity participations. The business continued to reap the benefit of a positive fee generation trend and robust momentum in fund distribution, especially in France and Italy. Over 2024, revenues were down by -4.0%, but up by +2.8% excluding equity participations. Assets under Custody and Assets under Administration amounted to EUR 4,921 billion and EUR 623 billion, respectively.

    The Financing and Advisory business posted revenues of EUR 964 million, up by +16.7% vs. Q4 23. Over 2024, revenues totalled EUR 3,566 million, up by +5.8% vs. 2023.

    The Global Banking & Advisory business grew steadily by +13.7% compared with Q4 23 with a double digit increase in fees vs. Q4 23 driven by strong origination and distribution volumes in Fund Financing and Structured Finance. The rebound in M&A and Advisory continued in the fourth quarter with a strong increase in revenues. This is the second best quarter ever in terms of revenues, close to record Q4 22. Over 2024, revenues grew by +3.2% vs. 2023.

    The Global Transaction & Payment Services business once again delivered an excellent performance compared with Q4 23. The sharp increase in revenues of +26.1% was driven by solid commercial momentum in all activities, as well as a high level of fee generation, led by a strong performance in correspondent banking. Over 2024, revenues saw a steady increase of +13.9%. This represents a record year and fourth quarter.

    Operating expenses

    Operating expenses came out to EUR 1,644 million for the quarter, including around EUR 32 million in transformation costs. They are up by +2.7% relative to Q4 23. The cost-to-income ratio came to 66.9% in Q4 24.

    Over 2024, operating expenses decreased by -3.6% compared with 2023 and the cost-to-income ratio came to 64.6%.

    Cost of risk

    Over the quarter, the cost of risk was EUR 97 million, or 24 basis points vs. 9 basis points in Q4 23.

    Over 2024, the cost of risk was EUR 126 million, or 8 basis points.

    Group net income

    Group net income recorded strong growth, up by +34.4% vs. Q4 23 to EUR 627 million. Over 2024, Group net income rose sharply by +22.2% to EUR 2,788 million.

    Global Banking and Investor Solutions reported significant RONE of 16.6% over the quarter and 18.4% over 2024.

    1. MOBILITY, INTERNATIONAL RETAIL BANKING AND FINANCIAL SERVICES
    In EURm Q4 24 Q4 23 Change 2024 2023 Change
    Net banking income 2,056 2,016 +2.0% +6.7%* 8,458 8,507 -0.6% -3.8%*
    Operating expenses (1,240) (1,281) -3.2% +0.8%* (5,072) (4,760) +6.6% +1.7%*
    Gross operating income 816 734 +11.1% +17.0%* 3,386 3,747 -9.6% -10.9%*
    Net cost of risk (133) (137) -2.5% +2.2%* (705) (486) +45.1% +43.5%*
    Operating income 682 598 +14.2% +20.4%* 2,681 3,261 -17.8% -19.1%*
    Net income/expense from other assets (2) (12) +86.1% +84.3%* 96 (11) n/s n/s
    Non-controlling interests 203 152 +33.1% +39.6%* 826 826 -0.1% -7.1%*
    Group net income 314 284 +10.5% +16.1%* 1,270 1,609 -21.1% -20.0%*
    RONE 12.0% 11.0%     12.2% 16.6%    
    Cost to income 60.3% 63.6%     60.0% 56.0%    

    (2)()

    Commercial activity

    International Retail Banking

    International Retail Banking15 activity remained strong in Q4 24 with outstanding loans at EUR 59 billion, up by +3.4%* vs. Q4 23 and deposits at EUR 74 billion, up by +3.9%* vs. Q4 23.

    Europe continues to post good commercial performance for both entities in individual and corporate client segments. With EUR 43 billion in Q4 24, outstanding loans increased by 4.9%* vs. Q4 23, across segments in Romania and more particularly in home loans in the Czech Republic. Outstanding deposits totalled EUR 55 billion in Q4 24, up by +3.8%* vs. Q4 23, mostly driven by Romania.

    In the Africa, Mediterranean Basin and Overseas France network, outstanding loans were stable* vs. Q4 23, with EUR 16 billion in Q4 24, on the back of the good performance in retail. Outstanding deposits of EUR 20 billion in Q4 24 increased by 4.0%* vs. Q4 23, mainly driven by sight deposits in retail.

    Mobility and Financial Services

    Overall, Mobility and Financial Services maintained a good commercial performance.

    Ayvens’ earning assets totalled EUR 53.6 billion at end-December 2024, a +2.9% increase vs. end-December 2023.

    Consumer Finance posted outstandings of EUR 23 billion in Q4 24, still down by -4.0% vs. Q4 23.

    With EUR 15 billion in Q4 24, Equipment Finance outstandings slightly decreased by -1.4% vs. Q4 23.

    Net banking income

    Over the quarter, Mobility, International Retail Banking and Financial Services’ revenues rose by +2.0% vs. Q4 23 to EUR 2,056 million in Q4 24.

    Over the year, revenues were stable compared with 2023 at EUR 8,458 million.

    International Retail Banking revenues reached EUR 1,029 million, up by +3.4%* vs. Q4 23. Over 2024, revenues amounted to EUR 4,161 million, up by 3.8%* vs. 2023.

    Revenues in Europe, which amounted to EUR 539 million in Q4 24, rose by +6.4%* vs. Q4 23, driven by the +3.5%* increase in net interest income for both KB in Czech Republic and BRD in Romania. Fee income increased strongly over the quarter in the Czech Republic, up by +29.5%* vs. Q4 23. Over 2024, revenues improved by +2.8%* vs. 2023 at EUR 2,028 million.

    The Africa, Mediterranean Basin and French Overseas network maintained a sustained level of revenues in Q4 24 of EUR 490 million, stable* vs. Q4 23, mainly driven by fee growth. Over 2024, revenues improved by +4.8%* vs. 2023 at EUR 2,133 million.

    Overall, revenues from Mobility and Financial Services were up by 8.3% vs. Q4 23 at EUR 1,026 million. They remained stable vs. 2023, at EUR 4,298 million in 2024.

    At Ayvens, net banking income stood at EUR 707 million in Q4 24, a sharp increase of +16,3% vs. Q4 23 as reported, and of +2.0% adjusted for non-recurring items16. The amount of margins stood at 541 basis points, generating revenues up +12%1 vs. T4-23. The used car sales markets are gradually normalising, as expected, with an average Used Car Sale (UCS) result per unit of EUR 1,2671 per unit this quarter, vs. EUR 1,4201 in Q3 24 and EUR 1,7061 in Q4 23. In 2024, Ayvens posted an increase in revenues of +1.2% vs. 2023 (at EUR 3,015 million), with an increase in underlying margins.

    The Consumer Finance entities posted revenues of EUR 216 million in Q4 24, still down by -4.2% vs. Q4 23. These are stabilizing from Q3 24, with an improvement in the margin for new production. Revenues from the Equipment Finance business was down this quarter by -9.3% vs. Q4 23, with EUR 103 million in Q4 24. In 2024, overall revenues for both businesses decreased by -4.0% vs. 2023.

    Operating expenses

    Over the quarter, operating expenses remained contained at EUR 1,240 million (-3.2% vs. Q4 23, stable* at constant perimeter and exchange rates). The cost-to-income ratio stood at 60.3% in Q4 24 vs. 63.6% in Q4 23.

    Over the year, operating expenses came to EUR 5,072 million, up by +6.6% vs. 2023. They include transformation costs of around EUR 200 million.

    International Retail Banking recorded an increase in costs of +4.8%* vs. Q4 23 (down by -2.1% at current perimeter and exchange rates, to EUR 577 million in Q4 24), still including the new bank tax in Romania, implemented since January 2024.

    Mobility and Financial Services costs reached EUR 663 million in Q4 24, down by -4.2% vs. Q4 23.

    Cost of risk

    Over the quarter, the cost of risk amounted to EUR 133 million or 32 basis points, which was considerably lower than in Q3 24 (48 basis points).

    Over the year, the cost of risk normalised to a level of 42 basis points, compared with 32 basis points in 2023.

    Group net income

    Over the quarter, Group net income came out to EUR 314 million, up by +10.5% vs. Q4 23. RONE stood at 12.0% in Q4 24. RONE was 16.3% in International Retail Banking, and 9.1% in Mobility and Financial Services in Q4 24.

    Over 2024, Group net income came out to EUR 1,270 million, down by -21.1% vs. 2023. RONE stood at 12.2% in 2024. RONE was 16.4% in International Retail Banking, and 9.4% in Mobility and Financial Services in 2024.

    1. CORPORATE CENTRE
    In EURm Q4 24 Q4 23 Change 2024 2023 Change
    Net banking income (159) (207) +23.4% +24.4%* (450) (1,098) +59.0% +59.6%*
    Operating expenses (39) (101) -61.8% -61.8%* (224) (220) +1.6% +1.4%*
    Gross operating income (197) (308) +36.0% +36.5%* (674) (1,318) +48.9% +49.5%*
    Net cost of risk 7 (23) n/s n/s 12 (4) n/s n/s
    Net income/expense from other assets (7) (15) +51.3% +51.3%* (179) (111) -61.3% -61.4%*
    Income tax (37) (45) -17.9% -16.6%* 81 (130) n/s n/s
    Group net income (261) (412) +36.7% +37.0%* (848) (1,994) +57.5% +57.8%*

    The Corporate Centre includes:

    • the property management of the Group’s head office,
    • the Group’s equity portfolio,
    • the Treasury function for the Group,
    • certain costs related to cross-functional projects, as well as several costs incurred by the Group that are not re-invoiced to the businesses.

    Net banking income

    Over the quarter, the Corporate Centre’s net banking income totalled EUR -159 million, vs. EUR  – 207 million in Q4 23.

    Over the year, the Corporate Centre’s net banking income totalled EUR -450 million, vs. EUR – 1,098 million in 2023. It includes the booking in Q3 24 of exceptional proceeds received of approximately EUR 0.3 billion17.

    Operating expenses

    Over the quarter, operating expenses totalled EUR -39 million, vs. EUR -101 million in Q4 23.

    Over the year, operating expenses totalled EUR -224 million, vs. EUR -220 million in 2023.

    Net losses from other assets

    Pursuant notably to the application of IFRS 5, the Group booked in Q4 24 various impacts from ongoing disposals of assets.

    Group net income

    Over the quarter, the Corporate Centre’s Group net income totalled EUR -261 million, vs. EUR -412 million in Q4 23.

    Over the year, the Corporate Centre’s Group net income totalled EUR -848 million, vs. EUR -1,994 million in 2023.

    To be noted that starting from 2025, normative return to businesses will be based on a 13% capital allocation.

          8.   2024 AND 2025 FINANCIAL CALENDAR

    2025 Financial communication calendar
    April 30, 2025 First quarter 2025 results
    May 20, 2025 2024 Combined General Meeting
    May 26, 2025 Dividend detachment
    May 28, 2025 Dividend payment
    July 31, 2025 Second quarter and first half 2025 results
    October 30, 2025          Third quarter and nine months 2025 results
    The Alternative Performance Measures, notably the notions of net banking income for the pillars, operating expenses, cost of risk in basis points, ROE, ROTE, RONE, net assets and tangible net assets are presented in the methodology notes, as are the principles for the presentation of prudential ratios.

    This document contains forward-looking statements relating to the targets and strategies of the Societe Generale Group.

    These forward-looking statements are based on a series of assumptions, both general and specific, in particular the application of accounting principles and methods in accordance with IFRS (International Financial Reporting Standards) as adopted in the European Union, as well as the application of existing prudential regulations.

    These forward-looking statements have also been developed from scenarios based on a number of economic assumptions in the context of a given competitive and regulatory environment. The Group may be unable to:

    – anticipate all the risks, uncertainties or other factors likely to affect its business and to appraise their potential consequences;

    – evaluate the extent to which the occurrence of a risk or a combination of risks could cause actual results to differ materially from those provided in this document and the related presentation.

    Therefore, although Societe Generale believes that these statements are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, including matters not yet known to it or its management or not currently considered material, and there can be no assurance that anticipated events will occur or that the objectives set out will actually be achieved. Important factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements include, among others, overall trends in general economic activity and in Societe Generale’s markets in particular, regulatory and prudential changes, and the success of Societe Generale’s strategic, operating and financial initiatives.

    More detailed information on the potential risks that could affect Societe Generale’s financial results can be found in the section “Risk Factors” in our Universal Registration Document filed with the French Autorité des Marchés Financiers (which is available on https://investors.societegenerale.com/en).

    Investors are advised to take into account factors of uncertainty and risk likely to impact the operations of the Group when considering the information contained in such forward-looking statements. Other than as required by applicable law, Societe Generale does not undertake any obligation to update or revise any forward-looking information or statements. Unless otherwise specified, the sources for the business rankings and market positions are internal.

          9.   APPENDIX 1: FINANCIAL DATA

    GROUP NET INCOME BY CORE BUSINESS

    In EURm Q4 24 Q4 23 Variation 2024 2023 Variation
    French Retail, Private Banking and Insurance 360 90 x 4.0 991 596 +66.2%
    Global Banking and Investor Solutions 627 467 +34.4% 2,788 2,280 +22.2%
    Mobility, International Retail Banking & Financial Services 314 284 +10.5% 1,270 1,609 -21.1%
    Core Businesses 1,301 841 +54.7% 5,048 4,486 +12.5%
    Corporate Centre (261) (412) +36.7% (848) (1,994) +57.5%
    Group 1,041 429 x 2.4 4,200 2,492 +68.6%

    MAIN EXCEPTIONAL ITEMS

    In EURm Q4 24 Q4 23 12M24 12M23
    Net Banking Income – Total exceptional items 0 41 287 (199)
    One-off legacy items – Corporate Centre 0 41 0 (199)
    Exceptional proceeds received – Corporate Centre 0 0 287 0
             
    Operating expenses – Total one-off items and transformation charges (76) (102) (613) (765)
    Transformation charges (76) (102) (613) (730)
    Of which French Retail, Private Banking and Insurance 7 18 (132) (312)
    Of which Global Banking & Investor Solutions (32) (64) (236) (167)
    Of which Mobility, International Retail Banking & Financial Services (51) (56) (199) (251)
    Of which Corporate Centre 0 0 (47) 0
    One-off items 0 0 0 (35)
    Of which French Retail, Private Banking and Insurance 0 0 0 60
    Of which Global Banking & Investor Solutions 0 0 0 (95)
             
    Other one-off items – Total (7) (115) (74) (820)
    Net profits or losses from other assets (7) (15) (74) (112)
    Of which Mobility, International Retail Banking and Financial Services 0 0 86 0
    Of which Corporate Centre (7) (15) (160) (112)
    Goodwill impairment – Corporate Centre 0 0 0 (338)
    Provision of Deferred Tax Assets – Corporate Centre 0 (100) 0 (370)

    CONSOLIDATED BALANCE SHEET

    In EUR m   31/12/2024 31/12/2023
    Cash, due from central banks   201,680 223,048
    Financial assets at fair value through profit or loss   526,048 495,882
    Hedging derivatives   9,233 10,585
    Financial assets at fair value through other comprehensive income   96,024 90,894
    Securities at amortised cost   32,655 28,147
    Due from banks at amortised cost   84,051 77,879
    Customer loans at amortised cost   454,622 485,449
    Revaluation differences on portfolios hedged against interest rate risk   (292) (433)
    Insurance and reinsurance contracts assets   615 459
    Tax assets   4,687 4,717
    Other assets   70,903 69,765
    Non-current assets held for sale   26,426 1,763
    Investments accounted for using the equity method   398 227
    Tangible and intangible fixed assets   61,409 60,714
    Goodwill   5,086 4,949
    Total   1,573,545 1,554,045
    In EUR m   31/12/2024 31/12/2023
    Due to central banks   11,364 9,718
    Financial liabilities at fair value through profit or loss   396,614 375,584
    Hedging derivatives   15,750 18,708
    Debt securities issued   162,200 160,506
    Due to banks   99,744 117,847
    Customer deposits   531,675 541,677
    Revaluation differences on portfolios hedged

    against interest rate risk

      (5,277) (5,857)
    Tax liabilities   2,237 2,402
    Other liabilities   90,786 93,658
    Non-current liabilities held for sale   17,079 1,703
    Insurance and reinsurance contracts liabilities   150,691 141,723
    Provisions   4,085 4,235
    Subordinated debts   17,009 15,894
    Total liabilities   1,493,957 1,477,798
    Shareholder’s equity  
    Shareholders’ equity, Group share  
    Issued common stocks and capital reserves   21,281 21,186
    Other equity instruments   9,873 8,924
    Retained earnings   33,863 32,891
    Net income   4,200 2,493
    Sub-total   69,217 65,494
    Unrealised or deferred capital gains and losses   1,039 481
    Sub-total equity, Group share   70,256 65,975
    Non-controlling interests   9,332 10,272
    Total equity   79,588 76,247
    Total   1,573,545 1,554,045

          10.    APPENDIX 2: METHODOLOGY

    1 –The financial information presented for the fourth quarter and full year 2024 was examined by the Board of Directors on February 5th, 2025 and has been prepared in accordance with IFRS as adopted in the European Union and applicable at that date. The audit procedures carried out by the Statutory Auditors on the consolidated financial statements are in progress.

    2 – Net banking income

    The pillars’ net banking income is defined on page 42 of Societe Generale’s 2024 Universal Registration Document. The terms “Revenues” or “Net Banking Income” are used interchangeably. They provide a normalised measure of each pillar’s net banking income taking into account the normative capital mobilised for its activity.

    3 – Operating expenses

    Operating expenses correspond to the “Operating Expenses” as presented in note 5 to the Group’s consolidated financial statements as at December 31st, 2023. The term “costs” is also used to refer to Operating Expenses. The Cost/Income Ratio is defined on page 42 of Societe Generale’s 2024 Universal Registration Document.

    4 – Cost of risk in basis points, coverage ratio for non-performing loan outstandings

    The cost of risk is defined on pages 43 and 770 of Societe Generale’s 2024 Universal Registration Document. This indicator makes it possible to assess the level of risk of each of the pillars as a percentage of balance sheet loan commitments, including operating leases.

    In EURm   Q4 24 Q4 23 2024 2023
    French Retail, Private Banking and Insurance Net Cost Of Risk 115 163 712 505
    Gross loan Outstandings 233,298 240,533 235,539 246,701
    Cost of Risk in bp 20 27 30 20
    Global Banking and Investor Solutions Net Cost Of Risk 97 38 126 30
    Gross loan Outstandings 160,551 168,799 162,749 169,823
    Cost of Risk in bp 24 9 8 2
    Mobility, International Retail Banking & Financial Services Net Cost Of Risk 133 137 705 486
    Gross loan Outstandings 167,911 164,965 167,738 150,161
    Cost of Risk in bp 32 33 42 32
    Corporate Centre Net Cost Of Risk (7) 23 (12) 4
    Gross loan Outstandings 25,730 23,075 24,700 20,291
    Cost of Risk in bp (11) 40 (5) 2
    Societe Generale Group Net Cost Of Risk 338 361 1,530 1,025
    Gross loan Outstandings 587,490 597,371 590,725 586,977
    Cost of Risk in bp 23 24 26 17

    The gross coverage ratio for non-performing loan outstandings is calculated as the ratio of provisions recognised in respect of the credit risk to gross outstandings identified as in default within the meaning of the regulations, without taking account of any guarantees provided. This coverage ratio measures the maximum residual risk associated with outstandings in default (“non-performing loans”).

    5 – ROE, ROTE, RONE

    The notions of ROE (Return on Equity) and ROTE (Return on Tangible Equity), as well as their calculation methodology, are specified on pages 43 and 44 of Societe Generale’s 2024 Universal Registration Document. This measure makes it possible to assess Societe Generale’s return on equity and return on tangible equity.
    RONE (Return on Normative Equity) determines the return on average normative equity allocated to the Group’s businesses, according to the principles presented on page 44 of Societe Generale’s 2024 Universal Registration Document.
    Group net income used for the ratio numerator is the accounting Group net income adjusted for “Interest paid and payable to holders if deeply subordinated notes and undated subordinated notes, issue premium amortisation”. For ROTE, income is also restated for goodwill impairment.
    Details of the corrections made to the accounting equity in order to calculate ROE and ROTE for the period are given in the table below:

    ROTE calculation: calculation methodology

    End of period (in EURm) Q4 24 Q4 23 2024 2023
    Shareholders’ equity Group share 70,256 65,975 70,256 65,975
    Deeply subordinated and undated subordinated notes (10,526) (9,095) (10,526) (9,095)
    Interest payable to holders of deeply & undated subordinated notes, issue premium amortisation(1) (25) (21) (25) (21)
    OCI excluding conversion reserves 757 636 757 636
    Distribution provision(2) (1,740) (995) (1,740) (995)
    Distribution N-1 to be paid
    Equity end-of-period for ROE 58,722 56,500 58,722 56,500
    Average equity for ROE 58,204 56,607 57,223 56,396
    Average Goodwill(3) (4,192) (4,068) (4,108) (4,011)
    Average Intangible Assets (2,883) (3,188) (2,921) (3,143)
    Average equity for ROTE 51,129 49,351 50,194 49,242
             
    Group net Income 1,041 430 4,200 2,493
    Interest paid and payable to holders of deeply subordinated notes and undated subordinated notes, issue premium amortisation (199) (215) (720) (759)
    Cancellation of goodwill impairment 338
    Adjusted Group net Income 842 215 3,480 2,073
    ROTE 6.6% 1.7% 6.9% 4.2%

    181920

    RONE calculation: Average capital allocated to Core Businesses (in EURm)

    In EURm Q4 24 Q4 23 Change 2024 2023 Change
    French Retail , Private Banking and Insurance 15,731 15,445 +1.9% 15,634 15,454 +1.2%
    Global Banking and Investor Solutions 15,129 15,247 -0.8% 15,147 15,426 -1.8%
    Mobility, International Retail Banking & Financial Services 10,460 10,313 +1.4% 10,433 9,707 +7.5%
    Core Businesses 41,320 41,006 +0.8% 41,214 40,587 +1.5%
    Corporate Center 16,884 15,601 +8.2% 16,009 15,809 +1.3%
    Group 58,204 56,607 +2.8% 57,223 56,396 +1.5%

    6 – Net assets and tangible net assets

    Net assets and tangible net assets are defined in the methodology, page 45 of the Group’s 2024 Universal Registration Document. The items used to calculate them are presented below:
    2122

    End of period (in EURm) 2024 2023 2022
    Shareholders’ equity Group share 70,256 65,975 66,970
    Deeply subordinated and undated subordinated notes (10,526) (9,095) (10,017)
    Interest of deeply & undated subordinated notes, issue premium amortisation(1) (25) (21) (24)
    Book value of own shares in trading portfolio 8 36 67
    Net Asset Value 59,713 56,895 56,996
    Goodwill(2) (4,207) (4,008) (3,652)
    Intangible Assets (2,871) (2,954) (2,875)
    Net Tangible Asset Value 52,635 49,933 50,469
           
    Number of shares used to calculate NAPS(3) 796,498 796,244 801,147
    Net Asset Value per Share 75.0 71.5 71.1
    Net Tangible Asset Value per Share 66.1 62.7 63.0

    7 – Calculation of Earnings Per Share (EPS)

    The EPS published by Societe Generale is calculated according to the rules defined by the IAS 33 standard (see page 44 of Societe Generale’s 2024 Universal Registration Document). The corrections made to Group net income in order to calculate EPS correspond to the restatements carried out for the calculation of ROE and ROTE.
    The calculation of Earnings Per Share is described in the following table:

    Average number of shares (thousands) 2024 2023 2022
    Existing shares 801,915 818,008 845,478
    Deductions      
    Shares allocated to cover stock option plans and free shares awarded to staff 4,402 6,802 6,252
    Other own shares and treasury shares 2,344 11,891 16,788
    Number of shares used to calculate EPS(4) 795,169 799,315 822,437
    Group net Income (in EUR m) 4,200 2,493 1,825
    Interest on deeply subordinated notes and undated subordinated notes (in EUR m) (720) (759) (596)
    Adjusted Group net income (in EUR m) 3,480 1,735 1,230
    EPS (in EUR) 4.38 2.17 1.50

    2324
    8 – The Societe Generale Group’s Common Equity Tier 1 capital is calculated in accordance with applicable CRR2/CRD5 rules. The fully loaded solvency ratios are presented pro forma for current earnings, net of dividends, for the current financial year, unless specified otherwise. When there is reference to phased-in ratios, these do not include the earnings for the current financial year, unless specified otherwise. The leverage ratio is also calculated according to applicable CRR2/CRD5 rules including the phased-in following the same rationale as solvency ratios.

    9 – Funded balance sheet, loan to deposit ratio

    The funded balance sheet is based on the Group financial statements. It is obtained in two steps:

    • A first step aiming at reclassifying the items of the financial statements into aggregates allowing for a more economic reading of the balance sheet. Main reclassifications:

    Insurance: grouping of the accounting items related to insurance within a single aggregate in both assets and liabilities.
    Customer loans: include outstanding loans with customers (net of provisions and write-downs, including net lease financing outstanding and transactions at fair value through profit and loss); excludes financial assets reclassified under loans and receivables in accordance with the conditions stipulated by IFRS 9 (these positions have been reclassified in their original lines).
    Wholesale funding: Includes interbank liabilities and debt securities issued. Financing transactions have been allocated to medium/long-term resources and short-term resources based on the maturity of outstanding, more or less than one year.
    Reclassification under customer deposits of the share of issues placed by French Retail Banking networks (recorded in medium/long-term financing), and certain transactions carried out with counterparties equivalent to customer deposits (previously included in short term financing).
    Deduction from customer deposits and reintegration into short-term financing of certain transactions equivalent to market resources.

    • A second step aiming at excluding the contribution of insurance subsidiaries, and netting derivatives, repurchase agreements, securities borrowing/lending, accruals and “due to central banks”.

    The Group loan/deposit ratio is determined as the division of the customer loans by customer deposits as presented in the funded balance sheet.

    NB (1) The sum of values contained in the tables and analyses may differ slightly from the total reported due to rounding rules.
    (2) All the information on the results for the period (notably: press release, downloadable data, presentation slides and supplement) is available on Societe Generale’s website:
    www.societegenerale.com in the “Investor” section.

    Societe Generale

    Societe Generale is a top tier European Bank with more than 126,000 employees serving about 25 million clients in 65 countries across the world. We have been supporting the development of our economies for 160 years, providing our corporate, institutional, and individual clients with a wide array of value-added advisory and financial solutions. Our long-lasting and trusted relationships with the clients, our cutting-edge expertise, our unique innovation, our ESG capabilities and leading franchises are part of our DNA and serve our most essential objective – to deliver sustainable value creation for all our stakeholders.

    The Group runs three complementary sets of businesses, embedding ESG offerings for all its clients:

    • French Retail, Private Banking and Insurance, with leading retail bank SG and insurance franchise, premium private banking services, and the leading digital bank BoursoBank.
    • Global Banking and Investor Solutions, a top tier wholesale bank offering tailored-made solutions with distinctive global leadership in equity derivatives, structured finance and ESG.
    • Mobility, International Retail Banking and Financial Services, comprising well-established universal banks (in Czech Republic, Romania and several African countries), Ayvens (the new ALD I LeasePlan brand), a global player in sustainable mobility, as well as specialized financing activities.

    Committed to building together with its clients a better and sustainable future, Societe Generale aims to be a leading partner in the environmental transition and sustainability overall. The Group is included in the principal socially responsible investment indices: DJSI (Europe), FTSE4Good (Global and Europe), Bloomberg Gender-Equality Index, Refinitiv Diversity and Inclusion Index, Euronext Vigeo (Europe and Eurozone), STOXX Global ESG Leaders indexes, and the MSCI Low Carbon Leaders Index (World and Europe).

    For more information, you can follow us on Twitter/X @societegenerale or visit our website societegenerale.com.


    1 Based on the number of shares in circulation at 31 December 2024 excluding own shares, subject to usual approvals from the General Meeting
    2 Reported Group net income, after deduction of interest on deeply subordinated notes and undated subordinated notes, restated from non-cash items that have no impact on CET1 ratio
    3 Excluding assets sold
    4 Ratio calculated according to EBA methodology published on 16 July 2019
    5 Ratio excluding loans outstanding of companies currently being disposed of in compliance with IFRS 5 (in particular Société Générale Equipment Finance, SG Marocaine de Banques and La Marocaine Vie)
    6 Ratio of S3 provisions, guarantees and collaterals over gross outstanding non-performing loans
    7 The share buyback programme and the subsequent capital reduction, aim also, and in priority, at fully offsetting the dilutive impact of the future capital increase as part of the next Group Employee Share Ownership Plan, the principle of which was adopted by the Board of Directors on February 5, 2025
    8 Scopes 1 & 2 of corporate clients’ financed emissions
    9Target: -80% upstream exposure reduction by 2030 vs. 2019, with an intermediary step in 2025 at -50% vs. 2019
    10 The target is to have at least 35% of women executives by 2026
    11Including IFRS 9 phasing
    12France and International (including Switzerland and the United Kingdom)
    13 Banking App #1 in France and #2 worldwide based on Sia Partners International Mobile Banking Benchmark in October 2024
    14 At comparable business model in the post Global Financial Crisis (GFC) regulatory regime

    15 Including entities reported under IFRS 5, excluding entities sold in Morocco and Madagascar in December 2024
    16 Excluding non-recurring items on either margins or UCS (mainly linked to fleet revaluation at EUR 107m in Q4 23 vs. EUR 0m in Q4 24, prospective depreciation at EUR -191m in Q4 23 vs. EUR -87m in Q4 24, hyperinflation in Turkey at EUR -27m in Q4 23 vs. EUR -40m in Q4 24 and MtM of derivatives at EUR -137m in Q4 23 vs. EUR -2m in Q4 24)

    17 As stated in Q2 24 results press release
    18 Interest net of tax
    19 Based on the 2024 proposed distribution, subject to usual approvals of the General Meeting
    20 Excluding goodwill arising from non-controlling interests
    21 Interest net of tax
    22 Excluding goodwill arising from non-controlling interests
    23 The number of shares considered is the number of ordinary shares outstanding at the end of the period, excluding treasury shares and buybacks, but including the trading shares held by the Group (expressed in thousand of shares)
    24 The number of shares considered is the average number of ordinary shares outstanding during the period, excluding treasury shares and buybacks, but including the trading shares held by the Group

    Attachment

    The MIL Network

  • MIL-OSI Security: Violent Felon Sentenced to 10 Years in Federal Prison for Firearm Possession

    Source: Office of United States Attorneys

    DEL RIO, Texas – An Eagle Pass man was sentenced in a federal court in Del Rio today to 120 months in prison and a $2,000 fine for one count of felon in possession of firearm ammunition.

    According to court documents, Mark Ivy, 38, was arrested by San Antonio Police officers in San Antonio Dec. 20, 2019 for an outstanding warrant. Ivy was sitting in the front passenger seat of a vehicle in retail parking lot with a loaded 9mm ghost gun. Ivy had been previously convicted in Del Rio on May 13, 2010 for conspiracy to interfere with commerce by threats or violence and interstate communications with intent to extort. He was then sentenced to 48 months imprisonment and therefore unable to lawfully possess firearms or ammunition.

    Following his 2019 arrest, Ivy was transferred into federal custody Oct. 9, 2020. He pleaded guilty to the charge in the indictment on Oct. 25, 2021.

    “My office takes felons in possession of firearms and ammunition very seriously, and when the felon has a violent criminal history like that of this defendant, we argue for a sentence which reflects the seriousness of the conduct,” said U.S. Attorney Jaime Esparza for the Western District of Texas. “I appreciate the investigative skill and expertise of our local, state and federal law enforcement partners, all of which provide immense value in these cases.”

    “The FBI is dedicated to ensuring our citizens are safe in their communities,” said Special Agent in Charge Aaron Tapp for the FBI’s San Antonio Field Office. “Ivy was aware that he was not allowed to own a firearm or ammunition due to his past actions, but he made the choice to keep a gun on his person while fleeing from the scene of a violent homicide. We want to thank our partners at San Antonio Police Department, who continue to work with us to make our community safer.”

    The FBI investigated the case with assistance from the Bureau of Alcohol, Tobacco, Firearms and Explosives, along with the San Antonio Police Department, Maverick County Sheriff’s Office and Texas Department of Public Safety.

    Assistant U.S. Attorneys Holly Pavlinski and Rex Beasley prosecuted the case.

    ###

    MIL Security OSI

  • MIL-OSI Security: Texas man arrested for possessing child pornography while working as school bus driver in Fairbanks

    Source: Office of United States Attorneys

    The FBI is seeking additional information.

    FAIRBANKS, Alaska – A Texas man was arrested early this week on criminal charges related to his alleged possession of child pornography while temporarily working in Fairbanks.

    According to court documents, in December 2024, the Fairbanks Police Department (FPD) received information that a USB drive found in the business center of a Fairbanks hotel allegedly contained child sexual abuse materials (CSAM).

    FPD provided the USB drive to the FBI Anchorage Field Office to process for forensic review. On Jan. 30, 2025, federal agents successfully imaged and extracted the USB drive and found information linking it to Scott O’Toole, 60, of Joshua, Texas. Agents also found images on the drive allegedly depicting child sexual abuse. Within 24 hours of the FBI’s review of the USB drive, law enforcement identified and located O’Toole in Texas, and arrested him shortly thereafter.

    Court documents further allege that federal agents learned O’Toole was on Temporary Duty Assignment (TDY) to Fairbanks as a school bus driver between November and December 2024, and that he stayed at the hotel where the USB drive was found. Shortly after the USB drive was discovered, O’Toole returned to Texas.

    O’Toole is currently charged with one count of possession of child pornography in the District of Alaska. If convicted, O’Toole faces up to 20 years in prison. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

    First Assistant U.S. Attorney Kate Vogel of the District of Alaska and Special Agent in Charge Rebecca Day of the FBI Anchorage Field Office made the announcement.

    The FBI Anchorage Field Office is investigating the case, with assistance from FPD and the Texas State Troopers. If anyone has information concerning O’Toole’s alleged actions in Alaska, please contact the FBI Anchorage Field Office at (907) 276-4441 or anonymously at tips.fbi.gov.

    Assistant U.S. Attorney Adam Alexander is prosecuting the case. The United States Attorney’s Office for the District of Alaska thanks their colleagues in the Eastern District of Texas for their coordination on this case.

    This case was brought as part of Project Safe Childhood, a nationwide initiative launched in May 2006 by the Department of Justice to combat the growing epidemic of child sexual exploitation and abuse. Led by U.S. Attorneys’ Offices, Project Safe Childhood combines federal, state and local resources to better locate, apprehend and prosecute individuals who exploit children via the Internet, as well as to identify and rescue victims. For more information about Project Safe Childhood, please visit www.justice.gov/psc.

    A criminal complaint is merely an allegation, and all defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

    ###

    MIL Security OSI

  • MIL-OSI USA: King, Intel Colleagues Sound Alarm About “DOGE” Risk to National Security and American Privacy in Letter to White House

    US Senate News:

    Source: United States Senator for Maine Angus King
    WASHINGTON, D.C. –U.S. Senator Angus King (I-ME), a member of the Senate Select Committee on Intelligence (SSCI),  joined his committee colleagues to sound the alarm on the new national security risks that present themselves with the current operations of the Department of Government Efficiency (DOGE). In a letter to White House Chief of Staff Susie Wiles, the Senators write about the risks to national security by allowing unvetted DOGE staff and representatives to access classified and sensitive government materials.
    The Committee members demanded that the administration provide details to Congress about how DOGE staff and representatives are being vetted, which systems, records and information are being shared, and what steps the administration is taking to safeguard them from misuse or disclosure.
    “According to press reports, DOGE inspectors already have gained access to classified materials, including intelligence reports, at the United States Agency for International Development (USAID), sensitive government payment systems, including for Social Security and Medicare, at the Treasury Department, and federal personnel data from the Office of Personnel Management. Further, as of today the scope of DOGE’s access only seems to be expanding, as reports indicate DOGE has now entered the Department of Labor and other agencies,” the Senators wrote. “No information has been provided to Congress or the public as to who has been formally hired under DOGE, under what authority or regulations DOGE is operating, or how DOGE is vetting and monitoring its staff and representatives before providing them seemingly unfettered access to classified materials and Americans’ personal information.”
    The Senators added, “As you know, information is classified to protect the national security interests of the United States. Government employees and contractors only receive access to such information after they have undergone a rigorous background investigation and demonstrated a ‘need to know.’ Circumventing these requirements creates enormous counterintelligence and security risks. For example, improper access to facilities and systems containing security clearance files of Intelligence Community personnel puts at risk the safety of the men and women who serve this country. In addition, unauthorized access to classified information risks exposure of our operations and potentially compromises not only our own sources and methods, but also those of our allies and partners. If our sources, allies, and partners stop sharing intelligence because they cannot trust us to protect it, we will all be less safe.”
    “Unclassified government systems also contain sensitive data, the unintended disclosure of which could result in significant harm to individuals or organizations, including financial loss, identity theft, and exposure of medical and other private personal information. The U.S. Treasury payment systems, in particular, are used to disburse trillions of dollars each year, and contain everyday Americans’ personal information, such as Social Security numbers, home addresses, and bank accounts. Allowing DOGE access to this information raises unprecedented risks to Americans’ private personal and financial information,” the Senators continued.
    They concluded, “Such unregulated practices with our government’s most sensitive networks render Americans’ personal and financial information, and our classified national secrets, vulnerable to ransomware and cyber-attacks by criminals and foreign adversaries. The recent unprecedented Salt Typhoon and Change Healthcare attacks that affected tens of millions of Americans further underscore the importance of rigorously fortifying our government systems.”
    Joining King on the letter are Senators Mark Warner (D-VA), Ron Wyden (D-OR), Martin Heinrich (D-NM), Michael Bennet (D-CO), Kirsten Gillibrand (D-NY), Jon Ossoff (D-GA), and Mark Kelly (D-AZ).
    The full text of the letter is available here and below.
    +++
    Dear Ms. Wiles,
    We write to express our grave concern with the illegal actions currently being undertaken by the Department of Government Efficiency (DOGE), which risk exposure of classified and other sensitive information that jeopardizes national security and violates Americans’ privacy. The January 20 Executive Order establishes DOGE under the Executive Office of the President with DOGE Teams established by Agency Heads within their respective agencies, and requires the Administrator of DOGE to report to the White House Chief of Staff. According to press reports, DOGE inspectors already have gained access to classified materials, including intelligence reports, at the United States Agency for International Development (USAID), sensitive government payment systems, including for Social Security and Medicare, at the Treasury Department, and federal personnel data from the Office of Personnel Management. Further, as of today the scope of DOGE’s access only seems to be expanding, as reports indicate DOGE has now entered the Department of Labor and other agencies.
    No information has been provided to Congress or the public as to who has been formally hired under DOGE, under what authority or regulations DOGE is operating, or how DOGE is vetting and monitoring its staff and representatives before providing them seemingly unfettered access to classified materials and Americans’ personal information.
    As you know, information is classified to protect the national security interests of the United States. Government employees and contractors only receive access to such information after they have undergone a rigorous background investigation and demonstrated a “need to know.”  Circumventing these requirements creates enormous counterintelligence and security risks. For example, improper access to facilities and systems containing security clearance files of Intelligence Community personnel puts at risk the safety of the men and women who serve this country. In addition, unauthorized access to classified information risks exposure of our operations and potentially compromises not only our own sources and methods, but also those of our allies and partners.If our sources, allies, and partners stop sharing intelligence because they cannot trust us to protect it, we will all be less safe.
    Unclassified government systems also contain sensitive data, the unintended disclosure of which could result in significant harm to individuals or organizations, including financial loss, identity theft, and exposure of medical and other private personal information. The U.S. Treasury payment systems, in particular, are used to disburse trillions of dollars each year, and contain everyday Americans’ personal information, such as Social Security numbers, home addresses, and bank accounts. Allowing DOGE access to this information raises unprecedented risks to Americans’ private personal and financial information.
    Moreover, there are strict cybersecurity controls for accessing federal networks, which DOGE does not seem to be following, including by reportedly connecting personal devices to sensitive government systems. Such unregulated practices with our government’s most sensitive networks render Americans’ personal and financial information, and our classified national secrets, vulnerable to ransomware and cyber-attacks by criminals and foreign adversaries. The recent unprecedented Salt Typhoon and Change Healthcare attacks that affected tens of millions of Americans further underscore the importance of rigorously fortifying our government systems.
    The Executive Branch cannot operate without regard to rules, regulations, or Congressional oversight. The American people, and our intelligence officials, deserve to know that their information is being appropriately safeguarded. We therefore respectfully request written responses to the following questions by February 14, 2025:
    Provide a list of personnel operating under DOGE, their position or role, and their duties. 
    Pursuant to the Executive Order, DOGE teams are to be established by Agency Heads within their respective agencies. Provide a list of each agency that has established a DOGE team, and the agency personnel overseeing such team.
    Under what authorities is DOGE conducting its operations?
    Who is overseeing DOGE’s operations?
    Provide a list of each agency DOGE has requested information from.
    Provide a list of all unclassified systems, records, or other information DOGE has requested and/or gained access to. 
    Provide a list of all classified systems, records, or other information DOGE has requested and/or gained access to.
    Do DOGE staff or representatives have access to any Intelligence Community systems, networks, or other information? If so, please specify the extent of such access.
    Under what authority is DOGE requesting and/or gaining access to classified information?
    What security clearances have been provided to DOGE staff or representatives, and who has authorized such clearances?
    What processes have been followed prior to granting security clearances to DOGE staff or representatives?
    What vetting for potential conflicts of interest has been conducted prior to granting clearances or access to government systems, records, or other information to DOGE staff or representatives?
    Provide a list of each DOGE staff or representative who has requested and/or gained access to classified information, what clearance each such individual holds, and who authorized each security clearance. 
    Who is supervising and/or monitoring DOGE employee access to classified information?
    What processes have been followed prior to granting DOGE staff or representatives access to sensitive government systems and networks, and who has authorized such access?
    Who is supervising and/or monitoring DOGE employee access to sensitive government systems and networks?
    Has DOGE briefed you, the White House Chief of Staff, on the counterintelligence and other risks of DOGE staff or representatives accessing classified and other sensitive information? If so, please specify the date of the briefing and those in attendance.
    Has DOGE briefed you, the White House Chief of Staff, on the counterintelligence and other risks of DOGE staff or representatives accessing government networks and systems? If so, please specify the date of the briefing and those in attendance.
    Has the Office of the Director of National Intelligence and/or the Central Intelligence Agency been briefed on the counterintelligence and other risks of DOGE staff or representatives accessing Treasury’s payment systems? If so, please specify the date of the briefing and those in attendance. 
    Has the Office of the Director of National Intelligence and/or the Central Intelligence Agency been briefed on the counterintelligence and other risks of DOGE staff or representatives accessing USAID’s classified and other sensitive information, including security clearance files? If so, please specify the date of the briefing and those in attendance.
    What actions if any has the Office of the Director of National Intelligence and/or the Central Intelligence Agency taken to ensure DOGE employee access does not create counterintelligence risks?
    What actions if any has the Office of the Director of National Intelligence and/or the Central Intelligence Agency taken to ensure DOGE employee access does not compromise classified or other sensitive intelligence and/or personal information of intelligence community officials? 
    To underscore, DOGE seems to have unimpeded access to some of our nation’s most sensitive information, including classified materials and the private personal and financial information of everyday Americans. In light of such unprecedented risks to our national and economic security, we expect your immediate attention and prompt response.

    MIL OSI USA News

  • MIL-OSI USA: ICYMI: Grassley Joins Fox News to Discuss Bondi, Patel and the Need to End FBI Political Weaponization

    US Senate News:

    Source: United States Senator for Iowa Chuck Grassley
    WASHINGTON – Senate Judiciary Committee Chairman Chuck Grassley (R-Iowa) today joined Fox News’ “America Reports” to discuss eliminating political weaponization at the FBI, expectations for Pam Bondi in her role as U.S. Attorney General and Kash Patel’s road to confirmation as FBI Director.
    Audio and excerpts of Grassley’s remarks follow.
    [embedded content]
    VIDEO
    On the Justice Department’s recent memo to FBI employees:
    “People that are at [a] lower level, not at the supervisory level, have to take orders from their bosses, and if they were told to work on a case, even if they disagreed with the case, they [had] to work on it. And I think that there ought to be some consideration to that.
    “…I’m not going to write to the White House now to get information, I’m going to wait until we get [Kash] Patel in place as head of the FBI and ask him the very same questions that we’re talking about here, because those that use the FBI for political weaponization…that’s not the role of the FBI.
    “…I’ve made very clear that the FBI shouldn’t be used for political weaponization. Their job is law enforcement, and anything beyond that has to be cleaned up. And I think Kash Patel is a person that can do that.”
    On the Grassley-Johnson release of FBI “Arctic Frost” emails:
    “My emails show – and also the regulations of the FBI show – that [FBI Assistant Special Agent in Charge] Thibault was not in a position to [open the investigation into Trump]…
    “But see…the culture on the seventh floor of the FBI building is that it’s okay for FBI agents to promote challenges and positions against a former President of the United States because he’s a political threat. Well, the voters of Iowa [and] the voters of the United States on November the fifth did away with that and proved that [Trump] was wrongly condemned. The voters didn’t buy it.”
    On Attorney General Pam Bondi:
    “[Bondi] is totally a prosecutor by profession and she’s going to be the chief prosecutor of our government. She made very clear that she’s going to follow the Constitution and follow the laws and follow the evidence…
    “…[O]n the second day of [her] hearing…we had people in who knew her and worked for her, and we even had somebody that has never voted for Trump testify in favor of her, that she was a person who left politics out of the prosecution.”
    On Kash Patel’s road to confirmation:
    “I’ve got the votes to get him out of Committee, and I think that there’s going to be the votes to get him approved in the United States Senate, but I’m going to take it a step at a time.
    “A week from tomorrow, [the Judiciary Committee] will have that vote, and he’ll be on the floor of the United States Senate.”
    -30-

    MIL OSI USA News

  • MIL-OSI United Kingdom: Government rips up rules to fire-up nuclear power

    Source: United Kingdom – Executive Government & Departments

    More nuclear power plants will be approved across England and Wales as the Prime Minister slashes red tape to get Britain building – as part of his Plan for Change.

    • Prime Minister puts Britain back in the global race for nuclear energy.
    • Changes will allow for Small Modular Reactors for the first time.
    • Latest step in Government’s determination to grow the economy and deliver cleaner, more affordable energy.

    More nuclear power plants will be approved across England and Wales as the Prime Minister slashes red tape to get Britain building – as part of his Plan for Change.

    Reforms to planning rules will clear a path for smaller, and easier to build nuclear reactors – known as Small Modular Reactors –to be built for the first time ever in the UK. This will create thousands of new highly skilled jobs while delivering clean, secure and more affordable energy for working people.

    This is the latest refusal to accept the status quo, with the government ripping up archaic rules and saying not to the NIMBYs, to prioritise growth. It comes after recent changes to planning laws, the scrapping of the 3-strike rule for judicial reviews on infrastructure projects, and application of common-sense to environmental rules.

    For too long the country has been mired by delay and obstruction, with a system too happy to label decisions as too difficult, or too long term. The UK was the first country in the world to develop a nuclear reactor, but the last time a nuclear power station was built was back in 1995. None have been built since, leaving the UK lagging behind in a global race to harness cleaner, more affordable energy.

    The industry pioneered in Britain has been suffocated by regulations and this saw investment collapse, leaving only one nuclear power plant – Hinkley Point C – under construction. And this was after years of delay caused by unnecessary rules – meaning companies produced a 30,000-page environmental assessment to get planning permission.

    Meanwhile, China is constructing 29 reactors, and the EU has 12 at planning stage, giving these places a huge advantage in the global race to harness new technologies, create jobs and deliver cleaner, cheaper, independent energy.

    Investors want to get on and build reliable, cheap nuclear power, which will in turn support critical modern infrastructure, such as supercomputers to power the UK’s ambitions – but they have been held back.

    Today’s plan will shake up the planning rules to make it easier to build nuclear across the country – delivering jobs, cheaper bills in the long term, and more money in people’s back pockets. This will be achieved by:

    Including mini-nuclear power stations in planning rules for the first time – so firms can start building them in the places that need them.

    Scrapping the set list of 8-sites – which meant nuclear sites could be built anywhere across England and Wales.

    Removing the expiry date on nuclear planning rules – so projects don’t get timed out and industry can plan for the long term. 

    Setting up a Nuclear Regulatory Taskforce – that will spearhead improvements to the regulations to help more companies build here. This will report directly to the PM. 

    This is the Government delivering on a manifesto commitment to galvanise nuclear to help the UK achieve energy security and clean power, while securing thousands of good, clean jobs.

    Prime Minister Keir Starmer said:

    This country hasn’t built a nuclear power station in decades. we’ve been let down, and left behind. 

    Our energy security has been hostage to Putin for too long, with British prices skyrocketing at his whims.  

    I’m putting an end to it – changing the rules to back the builders of this nation, and saying no to the blockers who have strangled our chances of cheaper energy, growth and jobs for far too long. 

    My government was elected to deliver change. I’ll take the radical decisions needed to wrestle Britain from its status quo slumber, to turbocharge our plan for change.

    Currently, nuclear development is restricted to eight sites – as part of archaic planning rules that haven’t been looked at since 2011. With the reforms unveiled today, the refreshed planning framework will help streamline the process to encourage investment and enable developers to identify the best sites for their projects, supporting development at a wider range of locations.  

    Developers will be encouraged to bring forward sites as soon as possible at the pre-application stage in the planning process, speeding up overall timelines.  

    It will include new nuclear technologies such as small and advanced modular reactors for the first time, providing flexibility to co-locate them with energy intensive industrial sites such as AI data centres. 

    These technologies are cheaper and quicker to build than traditional nuclear power plants and require smaller sites, meaning they can be built in a greater variety of locations.  

    There will also continue to be robust criteria for nuclear reactor locations, including restrictions near densely populated areas and military activity, alongside community engagement and high environmental standards. 

    Energy Secretary Ed Miliband said: 

    Build, build, build – that is what Britain’s clean energy mission is all about.  

    The British people have been left vulnerable to global energy markets for too long – and the only way out is to build our way to a new era of clean electricity. 

    Nuclear power creating thousands of skilled jobs. That is what this government will deliver.

    Alongside reforms to the siting process, a specialist taskforce will lead on making sure nuclear regulation incentivises investment, to deliver new projects more quickly and cost efficiently, while upholding high safety and security standards. 

    Britain is currently considered one of the world’s most expensive countries in which to build nuclear power. The taskforce will speed up the approval of new reactor designs and streamline how developers engage with regulators.  

    Nuclear regulation will cover both civil and defence nuclear to help unlock economic growth in the sector.  

    The taskforce will better align the UK with international partners so reactor designs approved abroad could be green lit more quickly, minimising expensive changes. It will also examine how to reduce duplication and simplify processes where there are multiple regulators covering overlapping issues, as well as ensuring regulatory decisions are both safe and proportionate. 

    The work will help the issues faced by projects such as Hinkley Point C, where three European regulators reached different assessments on the reactor design, leading to delays and increased costs. 

    The UK’s rigorous safety standards and record will continue to be upheld. Nuclear plants are designed with multiple layers of safety measures including making them robust enough to withstand a direct aircraft impact. 

    This is part of the government push to drive growth – building on the Prime Minister’s announcement to overhaul the legal challenges to major infrastructure projects including nuclear – with Sizewell C having suffered increased legal costs and uncertainty as a result of local activists taking them to court.  

    In a volatile world, where oil and gas prices are driven by tyrants like Putin, the drive for new nuclear is an integral part of the government’s plans to replace the UK’s dependence on fossil fuel markets with clean homegrown energy, to make the UK energy independent and protect consumers with clean, homegrown power.  

    Since July, the government has committed to driving forward new nuclear including further funding for Sizewell C at the Autumn Budget 2024.  

    Great British Nuclear also continues to progress the small modular reactor competition, with contract negotiations currently underway. 

    Gary Smith, GMB General Secretary, said: 

    GMB has long said there can be no net zero without new nuclear. 

    For too long, the failure to deliver new nuclear has weakened our energy security and undermined economic growth. 

    Sizewell C stands ready and waiting for the green light to power up our country’s future. 

    Now we need to see spades in the ground without delay.

    Alistair Black, Senior Director, UK at X-energy said: 

    Opening up new siting opportunities for a fleet of advanced reactors will help unlock tens of billions of pounds of investment and growth across the country, bringing clean secure electricity and heat for industry. 

    We welcome this step today, and the intent to streamline assessment processes whilst ensuring robust regulatory standards continue to be met. We look forward to reviewing this in detail and responding to the consultation.

    Simone Rossi, CEO of EDF in the UK, said:

    As a major operator, investor and developer, EDF welcomes the proposals designed to speed up new nuclear projects in the UK and unlock economic growth.

    Nuclear is essential to a secure, low carbon energy system and is the ideal partner to renewables. There is a great opportunity to build new infrastructure across England and Wales, to replace aging stations and take advantage of available skills, existing grid connections and supportive communities.

    “The opportunity will only be fully realised with the necessary reforms to planning and regulation, alongside continuing to build on the critical work at Hinkley Point C and Sizewell C to further develop skills and supply chains.”

    Darren Hardman, CEO, Microsoft UK, said: 

    We welcome the government’s plans to accelerate the building of safe, modern nuclear as part of the energy mix. Economic growth will require increased energy supply for the UK, but we must not lose sight of our ambitions for a fully decarbonised grid.

    Chair of Great British Nuclear Simon Bowen said:

    Nuclear energy is a powerful tool for growing the UK’s economy. By expanding the range of sites where safe, secure, reliable, and clean nuclear energy plants can be built, there is huge potential to positively transform areas facing economic uncertainty. 

    Today’s announcement also signals exciting opportunities to co-locate nuclear energy generation on data centre sites and to decarbonise industrial processes.

    Nuclear is one of the safest and cleanest forms of energy generation. The new independent nuclear regulation taskforce will help unlock growth and investment by providing clarity and certainty while ensuring regulations are fit for purpose.

    Tom Greatrex, Chief Executive of the Nuclear Industry Association, said:

    This is the Prime Minister’s strongest signal yet that new nuclear is critical to the growth and clean power mission. A more streamlined planning system will give certainty to investors, the supply chain and communities, and will enable us to get on with building new nuclear plants on more sites and at pace for a cleaner, more secure power system.

    We need to make Britain the best possible place to build new nuclear, both large-scale and SMRs, which means avoiding unnecessary stumbling blocks and ensuring regulations are proportionate to our urgent need for low carbon power, energy security and good jobs.

    Jonathan Geldart, Director General of the Institute of Directors, said:

    The government is right to identify nuclear power as a crucial contributor to the UK’s future electricity needs. This development shows the right desire to overcome the significant challenges involved in building back nuclear at scale, in terms of planning obstacles and project delivery. Despite these challenges, today’s announcement marks a significant move forward.

    Mike Clancy, General Secretary of Prospect said:

    The government’s ambition to drive forward a new generation of nuclear power after decades of delay is exactly what Britain needs.

    Nuclear is not only essential for hitting our Net Zero goals and maintaining energy security, it also creates thousands of good, well-paid jobs in areas of the country where they are sorely needed.

    Speeding up the approval of new sites and new reactors is an important step towards enabling investment in new nuclear. The government’s support for Sizewell C is also a welcome vote of confidence in the sector and bringing this project to a Final Investment Decision will provide a strong foundation for its future growth.

    The success of Britain’s world class nuclear sector is built on a robust regulatory process, and we welcome a review of this framework to ensure it is supporting investment while still providing assurance that high safety standards are being maintained.

    Cathal O’Rourke, Laing O’Rourke’s Group Chief Executive Officer said:

    This announcement is a significant step forward for the UK’s nuclear industry. The clarity provided by these new planning rules, the focus on streamlining the regulatory process, and the emphasis on standardising reactor designs is precisely the sort of clear, unequivocal direction the industry needs.

    Having played a central role in delivering nuclear capacity at Hinkley Point C, we understand the complexities of these projects firsthand and these new measures, particularly around regulatory reform and streamlined planning, will be invaluable in ensuring future projects, like Sizewell C, can be delivered more efficiently and cost-effectively.  

    In particular, standardisation and an industrialised approach will be key to driving down costs and accelerating construction timelines, ensuring we can deploy new nuclear capacity efficiently and at pace by adopting a “copy, improve, repeat” approach to design and implementation. This type of approach would also improve worker welfare conditions on site from a physical and wellbeing perspective.

    This clear signal from government will unlock investment, create jobs nationwide for shared prosperity, including an ability to plan for long-term investment in apprenticeships, and ensure the UK can benefit from clean, locally supplied nuclear power for generations to come.

    Chris Conboy, Managing Director, Nuclear EMEA at AtkinsRéalis said:

    We welcome plans to accelerate new nuclear developments. Speeding up lengthy planning processes would help to bring forward new projects faster, strengthening the UK’s world-class nuclear supply chain and creating jobs and skills across the country. 

    Nuclear will be the cornerstone of a reliable net zero energy system. We need both large and small nuclear technologies to realise our AI ambitions, bolster our energy security, and enable the sustainable development of towns, cities and industries across the UK: building the right technology in the right locations is vital to power the UK’s growth agenda and meet our net zero goals.

    David Omand, former Director of GCHQ said: 

    It is very welcome to see this government pushing forward on their commitment to national security by making the UK more energy secure and speeding up nuclear power to boost growth across the country. Nuclear is critical to national security, and taking this kind of action is a mark of the seriousness with which Keir Starmer takes the challenges of modern geopolitics. I fully support this push to knock down barriers to safe, modern nuclear as part of the nation’s critical infrastructure.

    Kim Darroch, former National Security Adviser said: 

    As a former National Security Adviser, I think driving for as much homegrown clean power as possible in this age of global turbulence should be among our top national security objectives. So I welcome the Prime Minister’s intervention to accelerate the regeneration of our nuclear power industry.

    Julian David OBE, CEO, techUK said: 

    If we want the UK economy to keep growing, we must invest in our energy infrastructure. We are pleased to see the Government announce new plans to reform planning rules to expand new energy generation. This move will boost the economy, create new jobs, and ensure the UK is not reliant on external agents for its own energy supply.

    Updates to this page

    Published 6 February 2025

    MIL OSI United Kingdom

  • MIL-OSI United Kingdom: Press release: Government rips up rules to fire-up nuclear power

    Source: United Kingdom – Prime Minister’s Office 10 Downing Street

    More nuclear power plants will be approved across England and Wales as the Prime Minister slashes red tape to get Britain building – as part of his Plan for Change.

    • Prime Minister puts Britain back in the global race for nuclear energy.
    • Changes will allow for Small Modular Reactors for the first time.
    • Latest step in Government’s determination to grow the economy and deliver cleaner, more affordable energy.

    More nuclear power plants will be approved across England and Wales as the Prime Minister slashes red tape to get Britain building – as part of his Plan for Change.

    Reforms to planning rules will clear a path for smaller, and easier to build nuclear reactors – known as Small Modular Reactors –to be built for the first time ever in the UK. This will create thousands of new highly skilled jobs while delivering clean, secure and more affordable energy for working people.

    This is the latest refusal to accept the status quo, with the government ripping up archaic rules and saying not to the NIMBYs, to prioritise growth. It comes after recent changes to planning laws, the scrapping of the 3-strike rule for judicial reviews on infrastructure projects, and application of common-sense to environmental rules.

    For too long the country has been mired by delay and obstruction, with a system too happy to label decisions as too difficult, or too long term. The UK was the first country in the world to develop a nuclear reactor, but the last time a nuclear power station was built was back in 1995. None have been built since, leaving the UK lagging behind in a global race to harness cleaner, more affordable energy.

    The industry pioneered in Britain has been suffocated by regulations and this saw investment collapse, leaving only one nuclear power plant – Hinkley Point C – under construction. And this was after years of delay caused by unnecessary rules – meaning companies produced a 30,000-page environmental assessment to get planning permission.

    Meanwhile, China is constructing 29 reactors, and the EU has 12 at planning stage, giving these places a huge advantage in the global race to harness new technologies, create jobs and deliver cleaner, cheaper, independent energy.

    Investors want to get on and build reliable, cheap nuclear power, which will in turn support critical modern infrastructure, such as supercomputers to power the UK’s ambitions – but they have been held back.

    Today’s plan will shake up the planning rules to make it easier to build nuclear across the country – delivering jobs, cheaper bills in the long term, and more money in people’s back pockets. This will be achieved by:

    Including mini-nuclear power stations in planning rules for the first time – so firms can start building them in the places that need them.

    Scrapping the set list of 8-sites – which meant nuclear sites could be built anywhere across England and Wales.

    Removing the expiry date on nuclear planning rules – so projects don’t get timed out and industry can plan for the long term. 

    Setting up a Nuclear Regulatory Taskforce – that will spearhead improvements to the regulations to help more companies build here. This will report directly to the PM. 

    This is the Government delivering on a manifesto commitment to galvanise nuclear to help the UK achieve energy security and clean power, while securing thousands of good, clean jobs.

    Prime Minister Keir Starmer said:

    This country hasn’t built a nuclear power station in decades. we’ve been let down, and left behind. 

    Our energy security has been hostage to Putin for too long, with British prices skyrocketing at his whims.  

    I’m putting an end to it – changing the rules to back the builders of this nation, and saying no to the blockers who have strangled our chances of cheaper energy, growth and jobs for far too long. 

    My government was elected to deliver change. I’ll take the radical decisions needed to wrestle Britain from its status quo slumber, to turbocharge our plan for change.

    Currently, nuclear development is restricted to eight sites – as part of archaic planning rules that haven’t been looked at since 2011. With the reforms unveiled today, the refreshed planning framework will help streamline the process to encourage investment and enable developers to identify the best sites for their projects, supporting development at a wider range of locations.  

    Developers will be encouraged to bring forward sites as soon as possible at the pre-application stage in the planning process, speeding up overall timelines.  

    It will include new nuclear technologies such as small and advanced modular reactors for the first time, providing flexibility to co-locate them with energy intensive industrial sites such as AI data centres. 

    These technologies are cheaper and quicker to build than traditional nuclear power plants and require smaller sites, meaning they can be built in a greater variety of locations.  

    There will also continue to be robust criteria for nuclear reactor locations, including restrictions near densely populated areas and military activity, alongside community engagement and high environmental standards. 

    Energy Secretary Ed Miliband said: 

    Build, build, build – that is what Britain’s clean energy mission is all about.  

    The British people have been left vulnerable to global energy markets for too long – and the only way out is to build our way to a new era of clean electricity. 

    Nuclear power creating thousands of skilled jobs. That is what this government will deliver.

    Alongside reforms to the siting process, a specialist taskforce will lead on making sure nuclear regulation incentivises investment, to deliver new projects more quickly and cost efficiently, while upholding high safety and security standards. 

    Britain is currently considered one of the world’s most expensive countries in which to build nuclear power. The taskforce will speed up the approval of new reactor designs and streamline how developers engage with regulators.  

    Nuclear regulation will cover both civil and defence nuclear to help unlock economic growth in the sector.  

    The taskforce will better align the UK with international partners so reactor designs approved abroad could be green lit more quickly, minimising expensive changes. It will also examine how to reduce duplication and simplify processes where there are multiple regulators covering overlapping issues, as well as ensuring regulatory decisions are both safe and proportionate. 

    The work will help the issues faced by projects such as Hinkley Point C, where three European regulators reached different assessments on the reactor design, leading to delays and increased costs. 

    The UK’s rigorous safety standards and record will continue to be upheld. Nuclear plants are designed with multiple layers of safety measures including making them robust enough to withstand a direct aircraft impact. 

    This is part of the government push to drive growth – building on the Prime Minister’s announcement to overhaul the legal challenges to major infrastructure projects including nuclear – with Sizewell C having suffered increased legal costs and uncertainty as a result of local activists taking them to court.  

    In a volatile world, where oil and gas prices are driven by tyrants like Putin, the drive for new nuclear is an integral part of the government’s plans to replace the UK’s dependence on fossil fuel markets with clean homegrown energy, to make the UK energy independent and protect consumers with clean, homegrown power.  

    Since July, the government has committed to driving forward new nuclear including further funding for Sizewell C at the Autumn Budget 2024.  

    Great British Nuclear also continues to progress the small modular reactor competition, with contract negotiations currently underway. 

    Gary Smith, GMB General Secretary, said: 

    GMB has long said there can be no net zero without new nuclear. 

    For too long, the failure to deliver new nuclear has weakened our energy security and undermined economic growth. 

    Sizewell C stands ready and waiting for the green light to power up our country’s future. 

    Now we need to see spades in the ground without delay.

    Alistair Black, Senior Director, UK at X-energy said: 

    Opening up new siting opportunities for a fleet of advanced reactors will help unlock tens of billions of pounds of investment and growth across the country, bringing clean secure electricity and heat for industry. 

    We welcome this step today, and the intent to streamline assessment processes whilst ensuring robust regulatory standards continue to be met. We look forward to reviewing this in detail and responding to the consultation.

    Simone Rossi, CEO of EDF in the UK, said:

    As a major operator, investor and developer, EDF welcomes the proposals designed to speed up new nuclear projects in the UK and unlock economic growth.

    Nuclear is essential to a secure, low carbon energy system and is the ideal partner to renewables. There is a great opportunity to build new infrastructure across England and Wales, to replace aging stations and take advantage of available skills, existing grid connections and supportive communities.

    “The opportunity will only be fully realised with the necessary reforms to planning and regulation, alongside continuing to build on the critical work at Hinkley Point C and Sizewell C to further develop skills and supply chains.”

    Darren Hardman, CEO, Microsoft UK, said: 

    We welcome the government’s plans to accelerate the building of safe, modern nuclear as part of the energy mix. Economic growth will require increased energy supply for the UK, but we must not lose sight of our ambitions for a fully decarbonised grid.

    Chair of Great British Nuclear Simon Bowen said:

    Nuclear energy is a powerful tool for growing the UK’s economy. By expanding the range of sites where safe, secure, reliable, and clean nuclear energy plants can be built, there is huge potential to positively transform areas facing economic uncertainty. 

    Today’s announcement also signals exciting opportunities to co-locate nuclear energy generation on data centre sites and to decarbonise industrial processes.

    Nuclear is one of the safest and cleanest forms of energy generation. The new independent nuclear regulation taskforce will help unlock growth and investment by providing clarity and certainty while ensuring regulations are fit for purpose.

    Tom Greatrex, Chief Executive of the Nuclear Industry Association, said:

    This is the Prime Minister’s strongest signal yet that new nuclear is critical to the growth and clean power mission. A more streamlined planning system will give certainty to investors, the supply chain and communities, and will enable us to get on with building new nuclear plants on more sites and at pace for a cleaner, more secure power system.

    We need to make Britain the best possible place to build new nuclear, both large-scale and SMRs, which means avoiding unnecessary stumbling blocks and ensuring regulations are proportionate to our urgent need for low carbon power, energy security and good jobs.

    Jonathan Geldart, Director General of the Institute of Directors, said:

    The government is right to identify nuclear power as a crucial contributor to the UK’s future electricity needs. This development shows the right desire to overcome the significant challenges involved in building back nuclear at scale, in terms of planning obstacles and project delivery. Despite these challenges, today’s announcement marks a significant move forward.

    Mike Clancy, General Secretary of Prospect said:

    The government’s ambition to drive forward a new generation of nuclear power after decades of delay is exactly what Britain needs.

    Nuclear is not only essential for hitting our Net Zero goals and maintaining energy security, it also creates thousands of good, well-paid jobs in areas of the country where they are sorely needed.

    Speeding up the approval of new sites and new reactors is an important step towards enabling investment in new nuclear. The government’s support for Sizewell C is also a welcome vote of confidence in the sector and bringing this project to a Final Investment Decision will provide a strong foundation for its future growth.

    The success of Britain’s world class nuclear sector is built on a robust regulatory process, and we welcome a review of this framework to ensure it is supporting investment while still providing assurance that high safety standards are being maintained.

    Cathal O’Rourke, Laing O’Rourke’s Group Chief Executive Officer said:

    This announcement is a significant step forward for the UK’s nuclear industry. The clarity provided by these new planning rules, the focus on streamlining the regulatory process, and the emphasis on standardising reactor designs is precisely the sort of clear, unequivocal direction the industry needs.

    Having played a central role in delivering nuclear capacity at Hinkley Point C, we understand the complexities of these projects firsthand and these new measures, particularly around regulatory reform and streamlined planning, will be invaluable in ensuring future projects, like Sizewell C, can be delivered more efficiently and cost-effectively.  

    In particular, standardisation and an industrialised approach will be key to driving down costs and accelerating construction timelines, ensuring we can deploy new nuclear capacity efficiently and at pace by adopting a “copy, improve, repeat” approach to design and implementation. This type of approach would also improve worker welfare conditions on site from a physical and wellbeing perspective.

    This clear signal from government will unlock investment, create jobs nationwide for shared prosperity, including an ability to plan for long-term investment in apprenticeships, and ensure the UK can benefit from clean, locally supplied nuclear power for generations to come.

    Chris Conboy, Managing Director, Nuclear EMEA at AtkinsRéalis said:

    We welcome plans to accelerate new nuclear developments. Speeding up lengthy planning processes would help to bring forward new projects faster, strengthening the UK’s world-class nuclear supply chain and creating jobs and skills across the country. 

    Nuclear will be the cornerstone of a reliable net zero energy system. We need both large and small nuclear technologies to realise our AI ambitions, bolster our energy security, and enable the sustainable development of towns, cities and industries across the UK: building the right technology in the right locations is vital to power the UK’s growth agenda and meet our net zero goals.

    David Omand, former Director of GCHQ said: 

    It is very welcome to see this government pushing forward on their commitment to national security by making the UK more energy secure and speeding up nuclear power to boost growth across the country. Nuclear is critical to national security, and taking this kind of action is a mark of the seriousness with which Keir Starmer takes the challenges of modern geopolitics. I fully support this push to knock down barriers to safe, modern nuclear as part of the nation’s critical infrastructure.

    Kim Darroch, former National Security Adviser said: 

    As a former National Security Adviser, I think driving for as much homegrown clean power as possible in this age of global turbulence should be among our top national security objectives. So I welcome the Prime Minister’s intervention to accelerate the regeneration of our nuclear power industry.

    Julian David OBE, CEO, techUK said: 

    If we want the UK economy to keep growing, we must invest in our energy infrastructure. We are pleased to see the Government announce new plans to reform planning rules to expand new energy generation. This move will boost the economy, create new jobs, and ensure the UK is not reliant on external agents for its own energy supply.

    Updates to this page

    Published 6 February 2025

    MIL OSI United Kingdom

  • MIL-OSI USA: Ricketts: We’re Overcoming Democrat Obstruction and Confirming President Trump’s Nominees

    US Senate News:

    Source: United States Senator Pete Ricketts (Nebraska)

    WASHINGTON, D.C. – Today, U.S. Senator Pete Ricketts (R-NE) celebrated the rate of Senate confirmations for President Trump’s Cabinet nominees. Ricketts made the comments in a conference call with Nebraska media.

    “We are quickly confirming President Trump’s Cabinet,” Ricketts said. “In the first two weeks of the administration, we confirmed nine Cabinet officials. Eight of those votes were bipartisan. That’s 50% more than were confirmed in the first two weeks of the [first] Trump administration or the Biden administration for that matter. We’ve accomplished that while overcoming historic Democratic obstruction.”

    “Americans deserve a president empowered to do the job they elected him to do,” Ricketts closed. “We’re going to keep doing what it takes to get President Trump’s qualified nominees confirmed. We’re not going to stop until we get the job done.”

    [embedded content]

    TRANSCRIPT:

    Senator Ricketts: “My colleagues and I have been hard at work confirming President Trump’s nominees.

    “In the first days of the Trump administration, we focused on the president’s national security team. 

    “We unanimously confirmed Marco Rubio to be Secretary of State. 

    “We confirmed John Ratcliffe to be the CIA Director in a bipartisan manner – with 74 votes. 

    “We confirmed Pete Hegseth to be Secretary of Defense. 

    “We confirmed Kristi Noem to be Secretary of Homeland Security – again in a bipartisan vote. 

    “And we confirmed Scott Bessent to be Secretary of the Treasury with 68 votes – also, bipartisan. 

    “Over the last week, we completed President Trump’s energy team. 

    “We confirmed Lee Zeldin to be EPA Administrator in a bipartisan vote. 

    “And we confirmed Doug Burgum to be Secretary of Interior – with 79 votes. Again, bipartisan.  

    “And on Monday, we confirmed Chris Wright to be Secretary of Energy in a bipartisan vote.  

    “Plus, we confirmed Sean Duffy to be Secretary of Transportation – with 77 votes. 

    “We are quickly confirming President Trump’s Cabinet.

    “In the first two weeks of the administration, we confirmed 9 Cabinet officials. 

    “8 of those votes were bipartisan. 

    “That’s 50% more than were confirmed in the first two weeks of the [first] Trump administration or the Biden administration for that matter. 

    “We’ve accomplished that while overcoming historic Democratic obstruction. 

    “Democrats have refused to speed up the process to allow President Trump to get his Cabinet. 

    “They’ve insisted on wasting time with extra, unnecessary votes. 

    “Even though all but one of these Cabinet nominees so far have received bipartisan support! 

    “Under President Bush and President Obama, not a single Cabinet nominee had to endure a cloture vote – or a vote to end debate. 

    “Yet Democrats have insisted on cloture votes for every Cabinet nominee except Marco Rubio. 

    “That means Democrats have voted for a nominee in Committee and then insisted on unnecessary floor votes. 

    “They know these qualified nominees will be confirmed, yet they insist upon obstructing them anyway. 

    “That’s an unserious approach. 

    “Americans deserve a president empowered to do the job they elected him to do. 

    “We’re going to keep doing what it takes to get President Trump’s qualified nominees confirmed. 

    “We’re not going to stop until we get the job done.”

    MIL OSI USA News

  • MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Encourages Stockholders of OMIC, BERY, WMPN, ALVR to Act Now

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Feb. 05, 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:

    • Singular Genomics Systems, Inc. (Nasdaq: OMIC), relating to the proposed merger with Deerfield Management Company, L.P. Under the terms of the agreement, Deerfield will acquire Singular Genomics in an all-cash transaction for $20.00 per share.

    ACT NOW. The Shareholder Vote is scheduled for February 19, 2025.

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

    • Berry Global Group, Inc. (NYSE: BERY), relating to the proposed merger with AMCOR plc. Under the terms of the agreement, Berry shareholders will receive a fixed exchange ratio of 7.25 Amcor shares for each Berry share held upon closing, resulting in Amcor and Berry shareholders owning approximately 63% and 37% of the combined company, respectively.

    ACT NOW. The Shareholder Vote is scheduled for February 25, 2025.

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

    • William Penn Bancorporation (Nasdaq: WMPN), relating to its proposed merger with Mid Penn Bancorp, Inc. Under the terms of the agreement, shareholders of William Penn will receive 0.4260 shares of Mid Penn common stock for each share of William Penn common stock. Additionally, all options of William Penn will be rolled into Mid Penn equivalent options. The implied transaction value is approximately $13.58 per William Penn share.

    ACT NOW. The Shareholder Vote is scheduled for April 2, 2025.

    Click here for more information https://monteverdelaw.com/case/william-penn-bancorporation-wmpn/. It is free and there is no cost or obligation to you.

    • AlloVir, Inc. (Nasdaq: ALVR), relating to its proposed merger with Kalaris Therapeutics. Under the terms of the agreement, AlloVir will acquire 100% of the outstanding equity interest of Kalaris. Upon completion, pre-Merger AlloVir stockholders are expected to own approximately 25.05% of the combined company.

    ACT NOW. The Shareholder Vote is scheduled for March 12, 2025.

    Click here for more information https://monteverdelaw.com/case/allovir-inc-alvr/. 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 Security: Provo Man Accused of Attempting to Receive Carfentanil for Distribution in Utah is Detained

    Source: Office of United States Attorneys

    SALT LAKE CITY, Utah – A Utah County man was ordered to detention in federal court today after he was indicted by a federal grand jury last week and charged with a federal drug crime for allegedly attempting to have carfentanil shipped to Utah for distribution.

    Carfentanil is most commonly used as a tranquilizing agent for elephants and other large mammals. According to the Drug Enforcement Administration, carfentanil is 10,000 times more potent than morphine, and 100 times more potent than fentanyl, which itself is 50 times more potent than heroin.

    According to court documents, Clint James Pendleton, 29, of Provo, Utah, attempted to receive a package containing approximately 20 grams of carfentanil on January 22, 2025. The package was destined for an address in Payson, Utah, but was intercepted by U.S. Customs and Border Protection at Los Angeles International Airport in California. The package was opened and the suspected carfentanil was tested and presumptively identified as carfentanil and weighed approximately 20 grams. Subsequently, the package was tracked to Pendleton who had signed up to receive tracking updates on the package. Additionally, law enforcement discovered Pendleton allegedly had a history of his criminal activity written in a notebook that included amounts of controlled substances purchased, prices, and tracking numbers, including for carfentanil. The DEA has identified carfentanil as “crazy dangerous” and a serious growing concern as it is becoming more prevalent in our communities.

    Pendleton is charged with attempted possession of carfentanil with intent to distribute. His initial appearance on the indictment was February 5, 2025, before a U.S. Magistrate Judge at the Orrin G. Hatch United States District Courthouse in downtown Salt Lake City.

    United States Attorney Trina A. Higgins for the District of Utah made the announcement.

    The case is being investigated by the FBI Salt Lake City Field Office and the Utah County Major Crimes Task Force (UCMC).

    Special Assistant United States Attorney Pete Reichman of the U.S. Attorney’s Office for the District of Utah is prosecuting the case.

    This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce gun violence and other violent crime, and to make our neighborhoods safer for everyone.  On May 26, 2021, the Department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results.  For more information about Project Safe Neighborhoods, please visit Justice.gov/PSN.

    MIL Security OSI

  • MIL-OSI Security: Four sentenced in conspiracy using victim’s Social Security numbers to steal funds

    Source: Office of United States Attorneys

    CORPUS CHRISTI – A 41-year-old Newark man has been ordered to federal prison for conspiracy to commit bank fraud and aggravated identify theft, announced U.S. Attorney Nicholas J. Ganjei.

    Cory Scott Becker pleaded guilty Oct. 24, 2024.

    U.S. District Judge David S. Morales has now imposed a 36-month-term of imprisonment for Becker. At the hearing, the court heard additional evidence of his and others’ roles and the scheme to steal funds. 

    Christopher Carr, 37, Corpus Christi, previously received 12 months and a day in prison, while Joseph Aguilar, 37, Corpus Christi, and Emmett Jimenez, 45, Yoakum, received 12 and 18 months, respectively.

    The investigation began after a complainant reported $30,000 was taken out of her account at a credit union in Corpus Christi. The bank’s risk management team discovered that from Feb. 16, 2022, until approximately March 8, 2022, 44 unauthorized transactions occurred from approximately 18 accounts. 

    Law enforcement interviewed account owners and verified the unauthorized withdrawals. The investigation revealed they were made through an interactive teller machine which allows fund withdrawals using a holder’s Social Security and bank account numbers.

    Authorities subsequently discovered Becker, Carr, Aguilar and Jimenez conspired to use the numbers and accounts to illegally withdraw funds from credit union account holders. 

    Becker was permitted to remain on bond pending transfer to a U.S. Bureau of Prisons facility to be determined in the near future.

    The FBI conducted the investigation with the assistance of the Corpus Christi Police Department. Assistant U.S. Attorney Liesel Roscher prosecuted the case.

    MIL Security OSI

  • MIL-OSI USA: RELEASE: Senate Intelligence Members Sound the Alarm about “DOGE” Risk to National Security and American Privacy

    US Senate News:

    Source: United States Senator for Commonwealth of Virginia Mark R Warner

    WASHINGTON – Today, U.S. Sen. Mark R. Warner (D-VA), Vice Chairman of the Senate Select Committee on Intelligence, along with Ron Wyden (D-OR), Martin Heinrich (D-NM), Angus King (I-ME), Michael Bennet (D-CO), Kirsten Gillibrand (D-NY), Jon Ossoff (D-GA), and Mark Kelly (D-AZ), wrote to White House Chief of Staff Susie Wiles about the risks to our national security of allowing unvetted DOGE staff and representatives to access classified and sensitive government materials. The Committee members demanded that the administration provide details to Congress about how DOGE staff and representatives are being vetted, which systems, records and information are being shared, and what steps the administration is taking to safeguard them from misuse or disclosure.

    “According to press reports, DOGE inspectors already have gained access to classified materials, including intelligence reports, at the United States Agency for International Development (USAID), sensitive government payment systems, including for Social Security and Medicare, at the Treasury Department, and federal personnel data from the Office of Personnel Management. Further, as of today the scope of DOGE’s access only seems to be expanding, as reports indicate DOGE has now entered the Department of Labor and other agencies,” the senators wrote. “No information has been provided to Congress or the public as to who has been formally hired under DOGE, under what authority or regulations DOGE is operating, or how DOGE is vetting and monitoring its staff and representatives before providing them seemingly unfettered access to classified materials and Americans’ personal information.”

    The senators added, “As you know, information is classified to protect the national security interests of the United States. Government employees and contractors only receive access to such information after they have undergone a rigorous background investigation and demonstrated a ‘need to know.’ Circumventing these requirements creates enormous counterintelligence and security risks. For example, improper access to facilities and systems containing security clearance files of Intelligence Community personnel puts at risk the safety of the men and women who serve this country. In addition, unauthorized access to classified information risks exposure of our operations and potentially compromises not only our own sources and methods, but also those of our allies and partners. If our sources, allies, and partners stop sharing intelligence because they cannot trust us to protect it, we will all be less safe.”

    The senators also raised alarms about the privacy implications of allowing an unknown number of DOGE staff to access unclassified systems containing information about individual American taxpayers and organizations. 

    Wrote the senators, “Unclassified government systems also contain sensitive data, the unintended disclosure of which could result in significant harm to individuals or organizations, including financial loss, identity theft, and exposure of medical and other private personal information. The U.S. Treasury payment systems, in particular, are used to disburse trillions of dollars each year, and contain everyday Americans’ personal information, such as Social Security numbers, home addresses, and bank accounts. Allowing DOGE access to this information raises unprecedented risks to Americans’ private personal and financial information.”

    Finally, the senators also noted that there are strict cybersecurity controls in place for federal networks which DOGE does not seem to be following, including by reportedly connecting personal devices to sensitive government systems.

    “Such unregulated practices with our government’s most sensitive networks render Americans’ personal and financial information, and our classified national secrets, vulnerable to ransomware and cyber-attacks by criminals and foreign adversaries. The recent unprecedented Salt Typhoon and Change Healthcare attacks that affected tens of millions of Americans further underscore the importance of rigorously fortifying our government systems,” the letter says. 

    The full text of the letter is available here and below. 

    Dear Ms. Wiles,

    We write to express our grave concern with the illegal actions currently being undertaken by the Department of Government Efficiency (DOGE), which risk exposure of classified and other sensitive information that jeopardizes national security and violates Americans’ privacy. The January 20 Executive Order establishes DOGE under the Executive Office of the President with DOGE Teams established by Agency Heads within their respective agencies, and requires the Administrator of DOGE to report to the White House Chief of Staff. According to press reports, DOGE inspectors already have gained access to classified materials, including intelligence reports, at the United States Agency for International Development (USAID), sensitive government payment systems, including for Social Security and Medicare, at the Treasury Department, and federal personnel data from the Office of Personnel Management. Further, as of today the scope of DOGE’s access only seems to be expanding, as reports indicate DOGE has now entered the Department of Labor and other agencies.

    No information has been provided to Congress or the public as to who has been formally hired under DOGE, under what authority or regulations DOGE is operating, or how DOGE is vetting and monitoring its staff and representatives before providing them seemingly unfettered access to classified materials and Americans’ personal information.

    As you know, information is classified to protect the national security interests of the United States. Government employees and contractors only receive access to such information after they have undergone a rigorous background investigation and demonstrated a “need to know.”  Circumventing these requirements creates enormous counterintelligence and security risks. For example, improper access to facilities and systems containing security clearance files of Intelligence Community personnel puts at risk the safety of the men and women who serve this country. In addition, unauthorized access to classified information risks exposure of our operations and potentially compromises not only our own sources and methods, but also those of our allies and partners. If our sources, allies, and partners stop sharing intelligence because they cannot trust us to protect it, we will all be less safe.

    Unclassified government systems also contain sensitive data, the unintended disclosure of which could result in significant harm to individuals or organizations, including financial loss, identity theft, and exposure of medical and other private personal information. The U.S. Treasury payment systems, in particular, are used to disburse trillions of dollars each year, and contain everyday Americans’ personal information, such as Social Security numbers, home addresses, and bank accounts. Allowing DOGE access to this information raises unprecedented risks to Americans’ private personal and financial information.

    Moreover, there are strict cybersecurity controls for accessing federal networks, which DOGE does not seem to be following, including by reportedly connecting personal devices to sensitive government systems. Such unregulated practices with our government’s most sensitive networks render Americans’ personal and financial information, and our classified national secrets, vulnerable to ransomware and cyber-attacks by criminals and foreign adversaries. The recent unprecedented Salt Typhoon and Change Healthcare attacks that affected tens of millions of Americans further underscore the importance of rigorously fortifying our government systems.

    The Executive Branch cannot operate without regard to rules, regulations, or Congressional oversight. The American people, and our intelligence officials, deserve to know that their information is being appropriately safeguarded. We therefore respectfully request written responses to the following questions by February 14, 2025:

    1. Provide a list of personnel operating under DOGE, their position or role, and their duties. 
    2. Pursuant to the Executive Order, DOGE teams are to be established by Agency Heads within their respective agencies. Provide a list of each agency that has established a DOGE team, and the agency personnel overseeing such team.
    3. Under what authorities is DOGE conducting its operations?
    4. Who is overseeing DOGE’s operations? 
    5. Provide a list of each agency DOGE has requested information from.
    6. Provide a list of all unclassified systems, records, or other information DOGE has requested and/or gained access to. 
    7. Provide a list of all classified systems, records, or other information DOGE has requested and/or gained access to.
    8. Do DOGE staff or representatives have access to any Intelligence Community systems, networks, or other information? If so, please specify the extent of such access.
    9. Under what authority is DOGE requesting and/or gaining access to classified information?
    10. What security clearances have been provided to DOGE staff or representatives, and who has authorized such clearances?
    11. What processes have been followed prior to granting security clearances to DOGE staff or representatives?
    12. What vetting for potential conflicts of interest has been conducted prior to granting clearances or access to government systems, records, or other information to DOGE staff or representatives?
    13. Provide a list of each DOGE staff or representative who has requested and/or gained access to classified information, what clearance each such individual holds, and who authorized each security clearance. 
    14. Who is supervising and/or monitoring DOGE employee access to classified information?
    15. What processes have been followed prior to granting DOGE staff or representatives access to sensitive government systems and networks, and who has authorized such access?
    16. Who is supervising and/or monitoring DOGE employee access to sensitive government systems and networks?
    17. Has DOGE briefed you, the White House Chief of Staff, on the counterintelligence and other risks of DOGE staff or representatives accessing classified and other sensitive information? If so, please specify the date of the briefing and those in attendance.
    18. Has DOGE briefed you, the White House Chief of Staff, on the counterintelligence and other risks of DOGE staff or representatives accessing government networks and systems? If so, please specify the date of the briefing and those in attendance.
    19. Has the Office of the Director of National Intelligence and/or the Central Intelligence Agency been briefed on the counterintelligence and other risks of DOGE staff or representatives accessing Treasury’s payment systems? If so, please specify the date of the briefing and those in attendance.  
    20. Has the Office of the Director of National Intelligence and/or the Central Intelligence Agency been briefed on the counterintelligence and other risks of DOGE staff or representatives accessing USAID’s classified and other sensitive information, including security clearance files? If so, please specify the date of the briefing and those in attendance.
    21. What actions if any has the Office of the Director of National Intelligence and/or the Central Intelligence Agency taken to ensure DOGE employee access does not create counterintelligence risks?
    22. What actions if any has the Office of the Director of National Intelligence and/or the Central Intelligence Agency taken to ensure DOGE employee access does not compromise classified or other sensitive intelligence and/or personal information of intelligence community officials?  

    To underscore, DOGE seems to have unimpeded access to some of our nation’s most sensitive information, including classified materials and the private personal and financial information of everyday Americans. In light of such unprecedented risks to our national and economic security, we expect your immediate attention and prompt response.

    MIL OSI USA News

  • MIL-OSI Security: Mehtab Syed Named Special Agent in Charge of the Salt Lake City Field Office

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

    The Federal Bureau of Investigation has named Mehtab Syed as the special agent in charge of the Salt Lake City Field Office. Ms. Syed most recently served as special agent in charge of Cyber and Counterintelligence Division in the Los Angeles Field Office.

    Ms. Syed entered on duty as an FBI special agent in August 2005. She was assigned to the New York Field Office, where she worked counterterrorism investigations and was a member of the crisis negotiation team and the rapid deployment team. 

    In 2008, Ms. Syed deployed to Islamabad, Pakistan, and served as acting assistant legal attaché. She was responsible for conducting extensive coordination between law enforcement, intelligence, and security services of multiple governments. She then returned to the New York Field Office until 2012.

    Ms. Syed was assigned to an 18-month temporary duty assignment (TDY) at the Counterterrorism Division at FBI Headquarters in 2012. She worked as the program manager for extraterritorial counterterrorism cases in the Pakistan/Afghanistan region. 

    In April 2015, Ms. Syed reported to LEGAT Amman as the assistant legal attaché. Ms. Syed returned to the New York Field Office as a supervisor for the New York Joint Terrorism Task Force (NY JTTF) in 2017. Ms. Syed was promoted to acting assistant special agent in charge of the NY JTTF’s Extraterritorial Branch in 2020.

    In November 2020, Ms. Syed was selected as the assistant special agent in charge of the cyber and counterintelligence branch of the Newark Field Office. In 2022, Ms. Syed was promoted to section chief of China Operations II Branch of the Counterintelligence Division at FBI Headquarters. In April of 2023, Ms. Syed served as special agent in charge of Cyber and Counterintelligence Division in the Los Angeles Field Office

    Prior to her career as a special agent for the FBI, Ms. Syed served at the Bureau as a contract linguist from 2004-2005. She has also worked as a financial analyst at the corporate office of Cosi, a restaurant chain with locations throughout the U.S. Ms. Syed received a bachelor’s degree in finance from Adelphi University in 2001. 

    MIL Security OSI

  • MIL-OSI: ASSOCIATED CAPITAL GROUP, INC. Reports Fourth Quarter and Full Year Results

    Source: GlobeNewswire (MIL-OSI)

    • Year-end AUM: $1.25 billion at December 31, 2024
    • Book Value was $42.14 per share at year-end 2024 which reflects $2.20 per share of dividends paid vs. Book Value of $42.11 per share a year ago
    • Sold 1.15 million shares of GAMCO to GAMCO for proceeds of $30.4 million
    • Ended 2024 with cash and investments of $40.78 per share
    • Returned $58.6 million, or $2.72 per share, to shareholders through dividends and share repurchases in 2024
    • Completed shareholder-designated charitable contributions to 501(c)(3) organizations bringing the total to $42 million since our 2015 spin-off

    GREENWICH, Conn., Feb. 05, 2025 (GLOBE NEWSWIRE) — Associated Capital Group, Inc. (“AC” or the “Company”), a diversified financial services company, today reported its financial results for the fourth quarter and full year-ended December 31, 2024.

    Financial Highlights – GAAP basis            
    ($’s in 000’s except AUM and per share data)            
                 
        Fourth Quarter     Full Year  
    (Unaudited)    2024     2023     2024     2023  
    AUM – end of period (in millions)   $ 1,248     $ 1,591     $ 1,248     $ 1,591  
    AUM – average (in millions)     1,291       1,581       1,410       1,659  
                                     
    Revenues     5,154       5,636       13,175       12,683  
    Operating loss before management fee (Non-GAAP)     (3,059 )     (2,451 )     (12,883 )     (11,501 )
    Investment and other non-operating income, net     4,372       26,672       71,488       63,812  
    Income before income taxes     1,179       21,850       52,735       46,865  
                                     
    Net income     4,280       16,342       44,328       37,451  
    Net income per share – basic and diluted   $ 0.20     $ 0.76     $ 2.08     $ 1.72  
                                     
    Class A shares outstanding (000’s)     2,234       2,587       2,234       2,587  
    Class B “ “     18,951       18,951       18,951       18,951  
    Total “ “     21,185       21,538       21,185       21,538  
    Book Value per share   $ 42.14     $ 42.11     $ 42.14     $ 42.11  
                                     

    Fourth Quarter Financial Data

    • Assets under management ended the quarter at $1.25 billion versus $1.34 billion at September 30, 2024.
    • At December 31, 2024, book value per share was $42.14 per share, reflecting the $2.20 per share of dividends paid versus $42.11 per share at December 31, 2023.

    Fourth Quarter Results

    Fourth quarter revenues were $5.2 million compared to $5.6 million for the fourth quarter of 2023. Revenues generated by the GAMCO International SICAV – GAMCO Merger Arbitrage (the “SICAV”) were $1.0 million versus $0.8 million in the prior year period. All other revenues were $4.2 million compared to $4.8 million in the year ago quarter.

    Starting in December 2023, the Company began recognizing 100% of the merger arbitrage SICAV revenues received by Gabelli Funds, LLC (“Gabelli Funds”). In turn, AC pays the marketing expenses of the SICAV previously paid by Gabelli Funds and remits an administrative fee to Gabelli Funds for administrative services provided. This change better aligns the financial arrangements with the services rendered by each party. The net effect of this change had no material impact on our net operating results.

    Total operating expenses, excluding management fee, were $8.2 million in the fourth quarter 2024 compared to $8.1 million in the comparable 2023 period.

    Net investment and other non-operating income was $4.4 million for the fourth quarter versus $26.7 million in the year ago quarter, reflecting interest income in the current quarter offset partially by shareholder designated contribution expense.

    The fourth quarter of 2024 includes a Management fee of $0.1 million versus $2.4 million in the fourth quarter of 2023. Our provision for income taxes was a benefit of $3.1 million for the quarter, resulting from deferred tax benefits from the sale of GAMCO shares, compared to expense of $5.6 million in the comparable period of 2023.

    Full Year Results

    Revenues for the year ended 2024 were $13.2 million compared to $12.7 million in 2023. Revenues generated by the GAMCO International SICAV – GAMCO Merger Arbitrage were $5.0 million versus $3.7 million in the prior year period. All other revenues were $8.2 million compared to $9.0 million in the year ago quarter.   

    For 2024, the operating loss before Management fee was $12.9 million compared to $11.5 million in 2023.

    The full year 2024 net investment and other non-operating income was $71.5 million versus $63.8 million, primarily due to higher dividend income from GAMCO Investors, Inc. (“GAMCO”) in 2024.

    In 2024, Management fee was $5.9 million compared to $5.4 million in 2023.

    Our income tax rate for the year was 15.8% compared to 19.5% for the prior year primarily driven by deferred tax benefits from the sale of GAMCO shares that reduced the current period’s effective tax rate.

    Assets Under Management (AUM)

    Assets under management ended the year at $1.25 billion, $343 million less than year-end 2023, reflecting net outflows of $363 million and the impact of currency fluctuations in non-US dollar denominated classes of investment funds of $29 million, offset partially by market appreciation of $49 million. In the merger arbitrage strategy, most of the outflows ($198 million) were tied to GAMCO Merger Arbitrage UCITS (a Luxembourg entity organized as an Undertaking for Collective Investment in Transferrable Securities). These outflows were generally driven by our clients including wealth managers, bank platforms and insurance companies reallocating funds to other asset classes.

    AUM since spin-off:

          December 31,  
    ($ in millions)     2024     2023     2022       2021       2020       2019       2018       2017       2016     2015  
    Merger Arbitrage   $ 1,003   $ 1,312   $ 1,588     $ 1,542     $ 1,126     $ 1,525     $ 1,342     $ 1,384     $ 1,076     $ 869  
    Long/Short Value(a)     209     244     222       195       180       132       118       91       133       145  
    Other     36     35     32       44       45       59       60       66       63       66  
    Total AUM   $ 1,248   $ 1,591   $ 1,842     $ 1,781     $ 1,351     $ 1,716     $ 1,520     $ 1,541     $ 1,272     $ 1,080  

    (a) Assets under management represent the assets invested in this strategy that are attributable to AC.

    Alternative Investment Management

    The alternative investment strategy offerings center around our merger arbitrage strategy, which has an absolute return focus of generating returns independent of the broad equity and fixed income markets. We also offer strategies utilizing fundamental, active, event-driven and special situations investments.

    Merger Arbitrage

    For the fourth quarter of 2024, our longest continuously offered fund in the merger arbitrage strategy generated gross returns of 0.95% (0.57% net of fees). For the full year, gross returns were 5.83% (3.82% net of fees), adding to its historical record of positive net returns in 38 of the last 40 years. A summary of the performance is as follows:

                              Full Year                  
    Performance%(a)   4Q ’24     4Q ’23         2024     2023     2022     2021     2020     5 Year(b)     Since 1985(b)(c)  
    Merger Arb                                                                            
    Gross     0.95       3.19           5.83       5.49       4.47       10.81       9.45       7.18       9.98  
    Net     0.57       2.35           3.82       3.56       2.75       7.78       6.70       4.90       7.06  

    (a) Net performance is net of fees and expenses, unless otherwise noted. Performance shown is for an actual fund in this strategy. The performance of other funds in this strategy may vary. Past performance is no guarantee of future results.

    (b) Represents annualized returns through December 31, 2024

    (c) Inception Date: February 1985

    Since its inception in 1985, our longest continuously offered fund in the merger arbitrage strategy has consistently outperformed the return on 90-day T-Bills. The summary historical performance is as follows:

    Merger Arbitrage (1)
    Percent Return (%)
    Year Gross Return Net Return 90 Day
    T-Bills
    2024 5.83 3.82 5.45
    2023 5.49 3.56 5.26
    2022 4.47 2.75 1.50
    2021 10.81 7.78 0.05
    2020 9.45 6.70 0.58
    2019 8.55 5.98 2.25
    2018 4.35 2.65 1.86
    2017 4.69 2.92 0.84
    2016 9.13 6.44 0.27
    2015 5.33 3.43 0.03
    2014 3.89 2.29 0.03
    2013 5.33 3.43 0.05
    2012 4.32 2.63 0.07
    2011 4.89 3.07 0.08
    2010 9.07 6.35 0.13
    2009 12.40 9.15 0.16
    2008 0.06 -0.94 1.80
    2007 6.39 4.26 4.74
    2006 12.39 8.96 4.76
    2005 9.40 6.63 3.00
    2004 5.49 3.69 1.24
    2003 8.90 6.26 1.07
    2002 4.56 2.45 1.70
    2001 7.11 4.56 4.09
    2000 18.10 13.57 5.96
    1999 16.61 12.31 4.74
    1998 10.10 7.21 5.06
    1997 12.69 9.21 5.25
    1996 12.14 8.84 5.25
    1995 14.06 10.27 5.75
    1994 7.90 5.53 4.24
    1993 12.29 8.91 3.09
    1992 7.05 4.78 3.62
    1991 12.00 8.76 5.75
    1990 9.43 6.67 7.92
    1989 23.00 17.55 8.63
    1988 45.84 35.66 6.76
    1987 -13.67 -14.54 5.90
    1986 33.40 26.14 6.24
    1985 30.47 22.64 7.82
           
    Average 10.34 7.31 3.32
           

    (1) The performance above refers to our longest continuously offered fund in the merger arbitrage strategy (net and gross returns). Net returns are net of management and incentive fees. Individual investment returns may differ due to timing of investment and other factors. Past performance is not indicative of future results.

    Worldwide mergers and acquisitions (“M&A”) totaled $3.2 trillion in 2024, an increase of 10% compared to 2023, with strength across all major geographies. The US remained the preferred venue for dealmaking, with volume of approximately $1.4 trillion, an increase of about 5% and accounting for 45% of worldwide M&A. European deal activity increased 22% to $700 billion, and cross-border M&A totaled approximately $1.1 trillion, a 12% increase compared to 2023. Technology returned to the top sector for deals with approximately $500 billion in 2024, an increase of 32% compared to 2023 and accounting for 16% of total deals. Energy & Power accounted for 15% of deal activity ($477 billion), while Financials accounted for 14% of total volume ($453 billion), an increase of 51% compared to 2023. Private Equity firms remained acquisitive with $706 billion of announced deals, accounting for 22% of total M&A and increasing 24% compared to 2023.

    With the change at the White House and Congress we are seeing a “changing of the guard” with respect to several M&A – related regulatory appointments, some of which will have a material impact on M&A investing:  most notably, the Chair of the U.S. Federal Trade Commission (“FTC”) and the U.S. Attorney General who heads The Department of Justice (“DOJ”). These changes are likely to facilitate an increase in deal activity as corporate sentiment shifts to move ahead with transformational transactions for their businesses.

    The Merger Arbitrage strategy is offered by mandate and client type through partnerships and offshore corporations serving accredited as well as institutional investors. The strategy is also offered in separately managed accounts, a Luxembourg UCITS and a London Stock Exchange listed investment company, Gabelli Merger Plus+ Trust Plc (GMP-LN).  

    Acquisitions

    Associated Capital Group’s plan is to accelerate the use of its capital. We intend to leverage our research and investment capabilities by pursuing acquisitions and alliances that will broaden our product offerings and add new sources of distribution. In addition, we may make direct investments in operating businesses using a variety of techniques and structures to accomplish our objectives.

    Giving Back to Society – (Y)our “S” in ESG

    AC seeks to be a good corporate citizen by supporting our community through sponsoring local organizations. On August 7, 2024, the Board of Directors approved a $0.20 per share shareholder designated charitable contribution (“SDCC”) for registered shareholders. Based on the program created by Warren Buffett at Berkshire Hathaway, our corporate charitable giving is unique in that the recipients of AC’s charitable contributions are chosen directly by our shareholders, rather than by our corporate officers. In the first quarter of 2025, we completed the distribution of approximately $4.0 million to various organizations selected by our shareholders for our 2024 program. Since our spin-off as a public company, the shareholders of AC have donated approximately $42 million, including the most recent SDCC, to over 200 501(c)(3) organizations that address a broad range of local, national and international concerns.

    Shareholder Dividends and Buybacks

    At its meeting on November 8, 2024, the Board of Directors declared a semi-annual dividend of $0.10 per share, which was paid on December 19, 2024 to shareholders of record on December 5, 2024. For the full year, the Company paid dividends of $46.8 million, or $2.20 per share.

    During the fourth quarter, AC repurchased 63,075 Class A shares, for $2.3 million, at an average price of $35.87 per share. Furthermore, for the full year AC repurchased 353,116 Class A shares, for $11.8 million, at an average price of $33.53 per share.

    The Company intends to continue to repurchase additional shares, but share repurchases may vary from time to time and will take into account macroeconomic issues, market trends, and other factors that the Company deems appropriate.

    Since our spin-off from GAMCO on November 30, 2015, AC has returned $184.2 million to shareholders through share repurchases and exchange offers, and paid dividends of $83.2 million.

    At December 31, 2024, there were 2.234 million Class A shares and 18.951 million Class B shares outstanding.

    About Associated Capital Group, Inc.

    Associated Capital Group, Inc. (NYSE:AC), based in Greenwich, Connecticut, is a diversified global financial services company that provides alternative investment management through Gabelli & Company Investment Advisers, Inc. (“GCIA”). We have also earmarked proprietary capital for our direct investment business that invests in new and existing businesses. The direct investment business is developing along several core pillars, including Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fund-less” sponsor. We also created Gabelli Principal Strategies Group, LLC (“GPS”) in December 2015 to pursue strategic operating initiatives.

    Operating Loss Before Management Fee

    Operating loss before management fee represents a non-GAAP financial measure used by management to evaluate its business operations. We believe this measure is useful in illustrating the operating results of the Company, as management fee expense is based on pre-tax income before management fee expense, which includes non-operating items including investment gains and losses from the Company’s proprietary investment portfolio and interest expense.

        Three Months Ended     Year Ended  
        December 31,     December 31,  
    ($ in 000’s)   2024     2023     2024     2023  
                                     
    Operating loss – GAAP   $ (3,193 )   $ (4,822 )   $ (18,753 )   $ (16,947 )
                                     
    Add: management fee expense (1)     134       2,371       5,870       5,446  
                                     
    Operating loss before management fee – Non-GAAP   $ (3,059 )   $ (2,451 )   $ (12,883 )   $ (11,501 )

    (1) Management fee expense is incentive-based and is equal to 10% of Income before management fee and income taxes and excludes the impact of consolidating entities. For the three months ended December 31, 2024 and 2023, Income before management fee, income taxes and excluding consolidated entities was income of $1,340 and $23,710, respectively. As a result, $134 and $2,371 was accrued for the 10% management fee expense in 2024 and 2023 periods, respectively. For the year ended December 31, 2024 and 2023, Income before management fee, income taxes and excluding consolidated entities was income of $58,699 and $54,456, respectively. As a result, $5,870 and $5,446 was accrued for the 10% management fee expense in 2024 and 2023, respectively.

    Table I

    ASSOCIATED CAPITAL GROUP, INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
    (Amounts in thousands, except share data)
     
              December 31,  
              2024     2023  
    ASSETS                        
    Cash, cash equivalents and US Treasury Bills           $ 367,850     $ 406,642  
    Investments in securities and partnerships             487,623       420,706  
    Investment in GAMCO stock             16,920       45,602  
    Receivable from brokers             27,634       30,268  
    Income taxes receivable, including deferred tax assets, net             6,021       8,474  
    Other receivables             4,778       5,587  
    Other assets             24,463       26,518  
    Total assets           $ 935,289     $ 943,797  
                             
    LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY  
                             
    Payable to brokers           $ 5,491     $ 4,459  
    Compensation payable             17,747       15,169  
    Securities sold short, not yet purchased             8,436       5,918  
    Accrued expenses and other liabilities             5,317       5,173  
    Total liabilities             36,991       30,719  
                             
    Redeemable noncontrolling interests             5,592       6,103  
                             
    Total Associated Capital Group, Inc. equity             892,706       906,975  
                             
    Total liabilities, redeemable noncontrolling interests and equity           $ 935,289     $ 943,797  
                             

    Notes:
    (1) Certain captions include amounts related to a consolidated variable interest entity (“VIE”) and voting interest entity (“VOE”). Refer to the Consolidated Financial Statements included in the 10-K report to be filed for the year ended December 31, 2024 for more details on the impact of consolidating these entities.

    (2) Investment in GAMCO stock: 699,749 and 2,386,295 shares, respectively.

    Table II

    ASSOCIATED CAPITAL GROUP, INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (Amounts in thousands, except per share data)

     
        Three Months Ended
    December 31,
        Year Ended
    December 31,
     
        2024     2023     2024     2023  
                             
    Investment advisory and incentive fees   $ 5,049     $ 5,535     $ 12,755     $ 12,324  
    Other     105       101       420       359  
    Total revenues     5,154       5,636       13,175       12,683  
                                     
    Compensation     6,316       5,809       18,293       17,246  
    Other operating expenses     1,897       2,278       7,765       6,938  
    Total expenses     8,213       8,087       26,058       24,184  
                                     
    Operating loss before management fee      (3,059 )     (2,451 )     (12,883 )     (11,501 )
                                     
    Net investment gain/(loss)     (41     21,398       42,767       43,033  
    Dividend income from GAMCO     92       96       5,454       384  
    Interest and dividend income, net     7,384       7,591       26,779       24,412  
    Shareholder-designated contribution     (3,063 )     (2,413 )     (3,512 )     (4,017 )
    Investment and other non-operating income, net     4,372       26,672       71,488       63,812  
                                     
    Income before management fee and income taxes     1,313       24,221       58,605       52,311  
    Management fee     134       2,371       5,870       5,446  
    Income before income taxes     1,179       21,850       52,735       46,865  
    Income tax expense/(benefit)     (3,108     5,551       8,307       9,137  
    Income before noncontrolling interests     4,287       16,299       44,428       37,728  
    Income/(loss) attributable to noncontrolling interests     7       (43 )     100       277  
    Net income attributable to Associated Capital Group, Inc.’s shareholders   $ 4,280     $ 16,342     $ 44,328     $ 37,451  
                                     
    Net income per share attributable to Associated Capital Group, Inc.’s shareholders:                                
    Basic   $ 0.20     $ 0.76     $ 2.08     $ 1.72  
    Diluted   $ 0.20     $ 0.76     $ 2.08     $ 1.72  
                                     
    Weighted average shares outstanding:                                
    Basic     21,222       21,576       21,347       21,771  
    Diluted     21,222       21,576       21,347       21,771  
                                     
    Actual shares outstanding – end of period     21,185       21,538       21,185       21,538  

    SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

    The financial results set forth in this press release are preliminary. Our disclosure and analysis in this press release, which do not present historical information, contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements convey our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, the economy and other conditions, there can be no assurance that our actual results will not differ materially from what we expect or believe. Therefore, you should proceed with caution in relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

    Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that are difficult to predict and could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Some of the factors that could cause our actual results to differ from our expectations or beliefs include a decline in the securities markets that adversely affect our assets under management, negative performance of our products, the failure to perform as required under our investment management agreements, and a general downturn in the economy that negatively impacts our operations. We also direct your attention to the more specific discussions of these and other risks, uncertainties and other important factors contained in our Form 10 and other public filings. Other factors that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations whether as a result of new information, future developments or otherwise, except as may be required by law.

    Ian J. McAdams
    Chief Financial Officer
    (914) 921-5078
    Associated-Capital-Group.com

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d3637934-12dd-409f-93dd-27bbb1388a85

    The MIL Network

  • MIL-OSI: Paycor Announces Second Quarter Fiscal Year 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    • Entered into a definitive agreement to be acquired by Paychex, Inc.
    • Q2 Total revenues of $180.4 million, an increase of 13% year-over-year, while expanding operating margins
    • Q2 Recurring revenues of $167.4 million, an increase of 14% year-over-year

    CINCINNATI, Feb. 05, 2025 (GLOBE NEWSWIRE) — Paycor HCM, Inc. (Nasdaq: PYCR) (“Paycor” or the “Company”), a leading provider of human capital management (“HCM”) software, today announced financial results for the second quarter fiscal year 2025, which ended December 31, 2024.

    Second Quarter Fiscal Year 2025 Financial Highlights

    • Total revenues were $180.4 million, an increase of 13% from the second quarter of FY 2024.
    • Operating profit was $1.2 million, compared to an operating loss of $26.2 million from the second quarter of FY 2024 or 1% of Total revenues compared to (16%) in the second quarter of FY 2024.
    • Adjusted operating income* was $31.8 million, compared to $23.3 million or an increase of 36% from the second quarter of FY 2024, or 18% of Total revenues compared to 15% in the second quarter of FY 2024.
    • Net loss was $2.0 million, compared to $26.2 million for the second quarter of FY 2024.
    • Adjusted net income* was $25.0 million, compared to $18.7 million for the second quarter of FY 2024.
    • Net cash provided by operating activities improved to $37.1 million from $26.2 million for the second quarter of FY 2024.
    • Adjusted free cash flow* improved to $28.5 million from $14.8 million for the second quarter of FY 2024.

    *Adjusted operating income, adjusted net income and adjusted free cash flow are non-GAAP financial measures. Please see the discussion below under the heading “Non-GAAP Financial Measures” and the reconciliations at the end of this press release for information concerning these and other non-GAAP financial measures referenced in this press release.

    Pending Merger with Paychex, Inc.

    On January 7, 2025, we announced that we had entered into a definitive agreement (“Merger Agreement”) to be acquired by Paychex, Inc. (“Paychex”) in an all-cash transaction structured as a merger and valued at approximately $4.1 billion, or $22.50 per share. The per-share merger consideration represents a premium of approximately 19% over Paycor’s 30-day volume weighted average trading price as of the unaffected trading date of January 3, 2025. The Merger Agreement has been unanimously approved by Company’s Board of Directors, as well as the holders of a majority of the Company’s outstanding common stock. The merger is expected to close in the first half of calendar 2025, subject to satisfaction of regulatory approvals and other customary closing conditions. Upon completion of the merger, we will become a wholly-owned subsidiary of Paychex, and our common stock will be delisted from Nasdaq.

    Given the pending transaction, we will not be hosting an earnings conference call, are suspending financial guidance for fiscal year 2025, and will not provide financial guidance for the third quarter ending March 31, 2025. For further detail and discussion of our financial performance, please refer to our Form 10-Q for the fiscal quarter ended December 31, 2024.

    Additional Information and Where to Find It

    We intend to file relevant materials with the SEC, including a preliminary and definitive information statement relating to the proposed transaction. The definitive information statement will be mailed to Paycor’s stockholders. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

    A free copy of the information statement and other related documents (when available) filed by the Company with the SEC may be found on the “SEC Filings” section of Paycor’s investor relations website at https://www.investors.paycor.com and on the SEC website at www.sec.gov.

    No Offer

    No person has commenced soliciting proxies in connection with the proposed transaction referenced in this release, and this release is neither an offer to purchase nor a solicitation of an offer to sell securities.

    About Paycor

    Paycor’s HR, payroll, and talent platform connects leaders to people, data, and expertise. We help leaders drive engagement and retention by giving them tools to coach, develop, and grow employees. We give them unprecedented insights into their operational data with a unified HCM experience that can seamlessly connect to other mission-critical technology. By providing expert guidance and consultation, we help them achieve business results and become an extension of their teams. Learn more at paycor.com.​

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact, including statements regarding our future results of operations and financial position, our business outlook, our business strategy and plans, our objectives for future operations, and any statements of a general economic or industry specific nature, are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” “outlook,” “potential,” “targets,” “contemplates,” or the negative or plural of these words and similar expressions are intended to identify forward-looking statements.

    These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in our most recent Annual Report on Form 10-K, as well as in our other filings with the Securities and Exchange Commission. Additionally, these forward-looking statements are subject to a number of risks, uncertainties and assumptions related to the Merger Agreement. We believe that these risks include, but are not limited to: the risk that the merger may not be completed in a timely manner or at all, which may adversely affect our business and the price of our common stock; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; potential litigation relating to the merger that could be instituted against the parties to the Merger Agreement or their respective directors or officers, including the effects of any outcomes related thereto; certain restrictions during the pendency of the merger that may impact our ability to pursue certain business opportunities or strategic transactions; uncertainty as to timing of completion of the merger; risks that the benefits of the merger are not realized when and as expected; our ability to manage our growth effectively; the potential unauthorized access to our customers’ or their employees’ personal data as a result of a breach of our or our vendors’ security measures; the expansion and retention of our direct sales force with qualified and productive persons and the related effects on the growth of our business; the impact on customer expansion and retention if implementation, user experience, customer service, or performance relating to our solutions is not satisfactory; the timing of payments made to employees and taxing authorities relative to the timing of when a customer’s electronic funds transfers are settled to our account; future acquisitions of other companies’ businesses, technologies, or customer portfolios; the continued service of our key executives; our ability to innovate and deliver high-quality, technologically advanced products and services; risks specifically associated with our development and use of artificial intelligence in our solutions; our ability to attract and retain qualified personnel; the proper operation of our software; our relationships with third parties that provide financial and other functionality integrated into our HCM platform; the extent to which negative macroeconomic conditions persist or worsen in the markets in which we or our customers operate; and the impact of an economic downturn or recession in the United States or global economy. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations and assumptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We undertake no obligation to publicly update any forward-looking statement after the date of this report, whether as a result of new information, future developments or otherwise, or to conform these statements to actual results or revised expectations, except as may be required by law.

    Non-GAAP Financial Measures

    To supplement our financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we present the following non-GAAP financial measures in this press release: adjusted gross profit, adjusted gross profit margin, adjusted operating income, adjusted operating income margin, adjusted sales and marketing expense, adjusted general and administrative expense, adjusted research and development expense, adjusted net income, adjusted net income per share, adjusted free cash flow and adjusted free cash flow margin. Management believes these non-GAAP measures are useful in evaluating our core operating performance and trends to prepare and approve our annual budget, and to develop short-term and long-term operating plans. Management believes that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. We define (i) adjusted gross profit as gross profit before amortization of intangible assets and stock-based compensation expense, in each case that are included in costs of revenues, (ii) adjusted gross profit margin as adjusted gross profit divided by total revenues, (iii) adjusted operating income as income (loss) from operations before amortization of acquired intangible assets and naming rights, stock-based compensation expense, exit costs due to exiting leases of certain facilities and other certain corporate expenses, such as costs related to secondary offerings, professional, consulting and other costs and acquisition costs, (iv) adjusted operating income margin as adjusted operating income divided by total revenues, (v) adjusted sales and marketing expense as sales and marketing expenses before amortization of naming rights and stock-based compensation expense, (vi) adjusted general and administrative expense as general and administrative expenses before amortization of acquired intangible assets, stock-based compensation expense, exit costs due to exiting leases of certain facilities and other certain corporate expenses, such as costs related to secondary offerings, professional, consulting and other costs and acquisition costs, (vii) adjusted research and development expense as research and development expenses before stock-based compensation expense, (viii) adjusted net income as income (loss) before expense (benefit) for income taxes after adjusting for amortization of acquired intangible assets and naming rights, accretion expense associated with the naming rights, change in fair value of contingent consideration, stock-based compensation expense, exit costs due to exiting leases of certain facilities and other certain corporate expenses, such as costs related to secondary offerings, professional, consulting and other costs and acquisition costs, all of which are tax effected by applying an adjusted effective income tax rate, (ix) adjusted net income per share as adjusted net income divided by adjusted shares outstanding, which includes potentially dilutive securities excluded from the GAAP dilutive net income (loss) per share calculation, (x) adjusted free cash flow as cash provided (used) by operating activities less the purchase of property and equipment and internally developed software costs, excluding other certain corporate expenses, which are included in cash provided (used) by operating activities and (xi) adjusted free cash flow margin as adjusted free cash flow divided by total revenues.

    The non-GAAP financial measures presented in this press release are not measures of financial performance under GAAP and should not be considered a substitute for gross profit, gross margin, income (loss) from operations, operating income margin, sales and marketing expense, general and administrative expense, research and development expense, net income (loss), diluted net income (loss) per share and cash provided (used) by operating activities. Non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. The non-GAAP financial measures that we present may not be comparable to similarly titled measures used by other companies. A reconciliation is provided below under “Reconciliations of Non-GAAP Measures to GAAP Measures,” for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.

    Investor Relations:
    Rachel White
    513-954-7388
    IR@paycor.com

    Media Relations:
    Carly Pennekamp
    513-954-7282
    PR@paycor.com

     

    Paycor HCM, Inc. and Subsidiaries
    Condensed Consolidated Balance Sheets
    (in thousands, except share amounts)

      December 31,
    2024
      June 30,
    2024
    Assets (Unaudited)    
    Current assets:      
    Cash and cash equivalents $ 114,569     $ 117,958  
    Accounts receivable, net allowance for credit losses   58,252       48,164  
    Deferred contract costs   75,440       70,377  
    Prepaid expenses   13,284       12,749  
    Other current assets   9,397       3,458  
    Current assets before funds held for clients   270,942       252,706  
    Funds held for clients   1,333,368       1,109,136  
    Total current assets   1,604,310       1,361,842  
    Property and equipment, net   34,087       35,220  
    Operating lease right-of-use assets   14,308       14,417  
    Goodwill   765,904       766,653  
    Intangible assets, net   137,327       171,493  
    Capitalized software, net   72,046       67,376  
    Long-term deferred contract costs   199,450       189,826  
    Other long-term assets   2,770       2,566  
    Total assets $ 2,830,202     $ 2,609,393  
    Liabilities and Stockholders’ Equity      
    Current liabilities:      
    Accounts payable $ 21,327     $ 27,309  
    Accrued expenses and other current liabilities   24,851       26,450  
    Accrued payroll and payroll related expenses   36,190       44,923  
    Deferred revenue   13,395       13,600  
    Current liabilities before client fund obligations   95,763       112,282  
    Client fund obligations   1,333,944       1,111,373  
    Total current liabilities   1,429,707       1,223,655  
    Deferred income taxes   10,726       16,019  
    Long-term operating leases   12,765       13,447  
    Other long-term liabilities   67,986       69,346  
    Total liabilities   1,521,184       1,322,467  
    Commitments and contingencies      
    Stockholders’ equity:      
    Common stock $0.001 par value per share, 500,000,000 shares authorized, 181,251,037 shares outstanding at December 31, 2024 and 178,210,263 shares outstanding at June 30, 2024   181       178  
    Treasury stock, at cost, 10,620,260 shares at December 31, 2024 and June 30, 2024   (245,074)       (245,074)  
    Preferred stock, $0.001 par value, 50,000,000 shares authorized, — shares outstanding at December 31, 2024 and June 30, 2024          
    Additional paid-in capital   2,111,961       2,081,668  
    Accumulated deficit   (557,769)       (548,437)  
    Accumulated other comprehensive loss   (281)       (1,409)  
    Total stockholders’ equity   1,309,018       1,286,926  
    Total liabilities and stockholders’ equity $ 2,830,202     $ 2,609,393  
    Paycor HCM, Inc. and Subsidiaries
    Condensed Consolidated Statements of Operations (Unaudited)
    (in thousands, except share amounts)

      Three Months Ended   Six Months Ended
      December 31,   December 31,
        2024       2023       2024       2023  
    Revenues:              
    Recurring and other revenue $ 167,388     $ 147,232     $ 321,387     $ 279,940  
    Interest income on funds held for clients   13,050       12,309       26,527       23,189  
    Total revenues   180,438       159,541       347,914       303,129  
    Cost of revenues   62,186       55,125       121,403       106,503  
    Gross profit   118,252       104,416       226,511       196,626  
    Operating expenses:              
    Sales and marketing   60,137       57,753       116,926       110,531  
    General and administrative   38,554       56,173       86,850       104,922  
    Research and development   18,369       16,665       35,797       30,720  
    Total operating expenses   117,060       130,591       239,573       246,173  
    Income (loss) from operations   1,192       (26,175)       (13,062)       (49,547)  
    Other (expense) income:              
    Interest expense   (1,135)       (1,153)       (2,273)       (2,397)  
    Other   780       (1,745)       2,450       (814)  
    Income (loss) before benefit for income taxes   837       (29,073)       (12,885)       (52,758)  
    Income tax expense (benefit)   2,885       (2,824)       (3,553)       (5,913)  
    Net loss $ (2,048)     $ (26,249)     $ (9,332)     $ (46,845)  
    Basic and diluted net loss per share $ (0.01)     $ (0.15)     $ (0.05)     $ (0.26)  
    Weighted average common shares outstanding:              
    Basic and diluted   179,592,666       177,567,397       179,161,188       177,260,396  

     

    Paycor HCM, Inc. and Subsidiaries
    Condensed Consolidated Statements of Cash Flows (Unaudited)
    (in thousands)
      Six Months Ended
      December 31,
        2024       2023  
    Cash flows from operating activities:      
    Net loss $ (9,332)     $ (46,845)  
    Adjustments to reconcile net loss to net cash provided by operating activities:      
    Depreciation   2,848       2,997  
    Amortization of intangible assets and software   57,533       68,312  
    Amortization of deferred contract costs   38,638       29,876  
    Stock-based compensation expense   28,806       35,964  
    Deferred tax benefit   (6,040)       (5,937)  
    Bad debt expense   3,301       2,870  
    Loss on sale of investments   147       142  
    Loss on foreign currency exchange   442       4  
    Gain on lease exit         (29)  
    Naming rights accretion expense   2,012       2,061  
    Change in fair value of deferred consideration   (112)       2,816  
    Other   44       44  
    Changes in assets and liabilities, net of effects from acquisitions:      
    Accounts receivable   (11,689)       (17,003)  
    Prepaid expenses and other assets   (6,055)       (7,487)  
    Accounts payable   (5,824)       (3,207)  
    Accrued liabilities and other   (12,757)       (10,892)  
    Deferred revenue   112       255  
    Deferred contract costs   (53,325)       (53,904)  
    Net cash provided by operating activities   28,749       37  
    Cash flows from investing activities:      
    Purchases of client funds available-for-sale securities   (114,162)       (151,939)  
    Proceeds from sale and maturities of client funds available-for-sale securities   106,052       103,453  
    Purchase of property and equipment   (1,756)       (2,068)  
    Acquisition of intangible assets   (1,553)       (4,133)  
    Acquisition of businesses, net of cash acquired         (28)  
    Internally developed software costs   (26,484)       (25,308)  
    Net cash used in investing activities   (37,903)       (80,023)  
    Cash flows from financing activities:      
    Net change in cash and cash equivalents held to satisfy client funds obligations   221,962       270,540  
    Payment of contingent consideration   (1,329)        
    Payment of capital expenditure financing         (3,689)  
    Repayments of debt and finance lease obligations   (597)       (536)  
    Withholding taxes paid related to net share settlements   (1,957)       (1,829)  
    Proceeds from employee stock purchase plan   3,444       4,172  
    Net cash provided by financing activities   221,523       268,658  
    Impact of foreign exchange on cash and cash equivalents   21       11  
    Net change in cash, cash equivalents, restricted cash and short-term investments, and funds held for clients   212,390       188,683  
    Cash, cash equivalents, restricted cash and short-term investments, and funds held for clients, beginning of period   910,580       879,046  
    Cash, cash equivalents, restricted cash and short-term investments, and funds held for clients, end of period $ 1,122,970     $ 1,067,729  
    Supplemental disclosure of non-cash investing, financing and other cash flow information:      
    Capital expenditures in accounts payable $ 54     $ 39  
    Cash paid for interest $     $ 145  
    Capital lease asset obtained in exchange for capital lease liabilities $      $ 3,393  
    Reconciliation of cash, cash equivalents, restricted cash and short-term investments, and funds held for clients to the Consolidated Balance Sheets      
    Cash and cash equivalents $ 114,569     $ 61,719  
    Funds held for clients   1,008,401       1,006,010  
    Total cash, cash equivalents, restricted cash and short-term investments, and funds held for clients $ 1,122,970     $ 1,067,729  

    Reconciliations of Non-GAAP Measures to GAAP Measures

    Adjusted Gross Profit and Adjusted Gross Profit Margin (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands) December 31, 2024   December 31, 2023   December 31, 2024   December 31, 2023
    Gross Profit* $ 118,252     $ 104,416     $ 226,511     $ 196,626  
    Gross Profit Margin   65.5%       65.4%       65.1%       64.9%  
    Amortization of intangible assets   914       634       1,789       2,009  
    Stock-based compensation expense   1,954       2,404       3,456       3,999  
    Corporate adjustments               21        
    Adjusted Gross Profit* $ 121,120     $ 107,454     $ 231,777     $ 202,634  
    Adjusted Gross Profit Margin   67.1%       67.4%       66.6%       66.8%  

    * Gross Profit and Adjusted Gross Profit were burdened by depreciation expense of $0.5 million and $0.6 million for the three months ended December 31, 2024 and 2023, respectively, and $1.1 million and $1.2 million for the six months ended December 31, 2024 and 2023, respectively. Gross Profit and Adjusted Gross Profit were burdened by amortization of capitalized software of $11.2 million and $9.2 million for the three months ended December 31, 2024 and 2023, respectively, and $21.8 million and $17.6 million for the six months ended December 31, 2024 and 2023, respectively. Gross Profit and Adjusted Gross Profit are burdened by amortization of deferred contract costs of $11.4 million and $8.8 million for the three months ended December 31, 2024 and 2023, respectively, and $22.2 million and $17.0 million for the six months ended December 31, 2024 and 2023, respectively.

    Adjusted Operating Income (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands) December 31, 2024   December 31, 2023   December 31, 2024   December 31, 2023
    Income (Loss) from Operations $ 1,192     $ (26,175)     $ (13,062)     $ (49,547)  
    Operating Margin   0.7%       (16.4)%       (3.8)%       (16.3)%  
    Amortization of intangible assets   12,023       24,963       35,719       50,673  
    Stock-based compensation expense   16,141       23,049       28,806       35,964  
    (Gain) loss on lease exit*   (6)       115             (29)  
    Corporate adjustments**   2,442       1,345       3,129       2,156  
    Adjusted Operating Income $ 31,792     $ 23,297     $ 54,592     $ 39,217  
    Adjusted Operating Income Margin   17.6%       14.6%       15.7%       12.9%  

    * Represents exit costs due to exiting leases of certain facilities.
    ** Corporate adjustments for the three and six months ended December 31, 2024 relate to professional costs associated with the Paychex merger of $1.7 million for both periods and professional, consulting, and other costs associated with strategic initiatives of $0.7 million and $1.4 million, respectively. Corporate adjustments for the three and six months ended December 31, 2023 relate to costs associated with the secondary offering completed in December 2023 (“December 2023 Secondary Offering”) of $0.6 million and $0.6 million, respectively, and professional, consulting, and other costs of $0.7 million and $1.5 million, respectively.

    Adjusted Operating Expenses (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands) December 31, 2024   December 31, 2023   December 31, 2024   December 31, 2023
    Sales and Marketing expenses $ 60,137     $ 57,753     $ 116,926     $ 110,531  
    Amortization of intangible assets   (1,058)       (1,058)       (2,117)       (2,117)  
    Stock-based compensation expense   (5,330)       (7,224)       (9,515)       (11,542)  
    Adjusted Sales and Marketing expenses $ 53,749     $ 49,471     $ 105,294     $ 96,872  
    General and Administrative expenses $ 38,554     $ 56,173     $ 86,850     $ 104,922  
    Amortization of intangible assets   (10,051)       (23,272)       (31,813)       (46,548)  
    Stock-based compensation expense   (6,051)       (9,951)       (10,837)       (15,023)  
    Gain (loss) on lease exit*   6       (115)             29  
    Corporate adjustments**   (2,442)       (1,345)       (3,108)       (2,156)  
    Adjusted General and Administrative expenses $ 20,016     $ 21,490     $ 41,092     $ 41,224  
    Research and Development expenses $ 18,369     $ 16,665     $ 35,797     $ 30,720  
    Stock-based compensation expense   (2,806)       (3,470)       (4,998)       (5,400)  
    Adjusted Research and Development expenses $ 15,563     $ 13,195     $ 30,799     $ 25,320  

    * Represents exit costs due to exiting leases of certain facilities.        
    ** Corporate adjustments for the three and six months ended December 31, 2024 relate to professional costs associated with the Paychex merger of $1.7 million for both periods and professional, consulting, and other costs associated with strategic initiatives of $0.7 million and $1.4 million, respectively. Corporate adjustments for the three and six months ended December 31, 2023 relate to costs associated with the secondary offering completed in December 2023 (“December 2023 Secondary Offering”) of $0.6 million and $0.6 million, respectively, and professional, consulting, and other costs of $0.7 million and $1.5 million, respectively.

    Adjusted Net Income and Adjusted Net Income Per Share (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands) December 31, 2024   December 31, 2023   December 31, 2024   December 31, 2023
    Net gain (loss) before benefit for income taxes $ 837     $ (29,073)     $ (12,885)     $ (52,758)  
    Amortization of intangible assets   12,023       24,963       35,719       50,673  
    Naming rights accretion expense   1,006       1,031       2,012       2,061  
    Change in fair value of deferred consideration         2,816       (112)       2,816  
    Stock-based compensation expense   16,141       23,049       28,806       35,964  
    (Gain) loss on lease exit*   (6)       115             (29)  
    Corporate adjustments**   2,442       1,345       3,129       2,156  
    Non-GAAP adjusted income before applicable income taxes   32,443       24,246       56,669       40,883  
    Income tax effect on adjustments***   (7,462)       (5,577)       (13,034)       (9,403)  
    Adjusted Net Income $ 24,981     $ 18,669     $ 43,635     $ 31,480  
                   
    Adjusted Net Income Per Share $ 0.14     $ 0.11     $ 0.24     $ 0.18  
    Adjusted shares outstanding****   180,681,049       177,740,047       179,772,462       177,537,308  

    * Represents exit costs due to exiting leases of certain facilities.
    ** Corporate adjustments for the three and six months ended December 31, 2024 relate to professional costs associated with the Paychex merger of $1.7 million for both periods and professional, consulting, and other costs associated with strategic initiatives of $0.7 million and $1.4 million, respectively. Corporate adjustments for the three and six months ended December 31, 2023 relate to costs associated with the secondary offering completed in December 2023 (“December 2023 Secondary Offering”) of $0.6 million and $0.6 million, respectively, and professional, consulting, and other costs of $0.7 million and $1.5 million, respectively.
    *** Non-GAAP adjusted income before applicable income taxes is tax effected using an adjusted effective income tax rate of 23.0% for each of the three and six months ended December 31, 2024 and 2023, respectively.
    **** Adjusted shares outstanding for the three and six months ended December 31, 2024 and 2023 are based on the if-converted method and include potentially dilutive securities that are excluded from the U.S. GAAP dilutive net income per share calculation because including them in the computation of net income per share would have an anti-dilutive effect.

    Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands) December 31, 2024   December 31, 2023   December 31, 2024   December 31, 2023
    Net cash provided by operating activities $ 37,060     $ 26,166     $ 28,749     $ 37  
    Purchase of property and equipment*   (418)       (633)       (1,587)       (2,068)  
    Internally developed software costs   (13,043)       (12,054)       (26,484)       (25,308)  
    Corporate adjustments**   4,885       1,345       5,572       2,156  
    Adjusted Free Cash Flow $ 28,484     $ 14,824     $ 6,250     $ (25,183)  
    Adjusted Free Cash Flow Margin   15.8%       9.3%       1.8%       (8.3)%  

    * Represents purchases of property & equipment, net of $0.2 million of leasehold improvements related to the new Headquarters lease for the three and six months ended December 31, 2024.
    ** Corporate adjustments for the three and six months ended December 31, 2024 relate to contingent consideration of $4.2 million for both periods and professional, consulting, and other costs associated with strategic initiatives of $0.7 million and $1.4 million, respectively. Corporate adjustments for the three and six months ended December 31, 2023 relate to costs associated with the secondary offering completed in December 2023 (“December 2023 Secondary Offering”) of $0.6 million and $0.6 million, respectively, and professional, consulting, and other costs of $0.7 million and $1.5 million, respectively.

    The MIL Network

  • MIL-OSI Security: Three Individuals Sentenced for Harboring Aliens Arriving in Puerto Rico from the Dominican Republic

    Source: Office of United States Attorneys

    SAN JUAN, Puerto Rico – The last of three defendants was sentenced today to prison for harboring aliens that arrived in Puerto Rico from the Dominican Republic.

    Together, defendants Katia Janette Nieves, Junior Melo, and Iris J. Nieves-Ríos coordinated the pickup in August 2023 of at least 50 individuals arriving unlawfully via boat on the west side of Puerto Rico from the Dominican Republic. Despite knowing that these individuals were aliens not lawfully in the United States, the defendants transported them to a residence in San Juan, Puerto Rico, harbored them, and demanded money from family members in order to release the individuals.

    Junior Melo was sentenced on December 16, 2024, to 72 months in prison and five years of supervised release. Katia Janette Nieves was sentenced on January 15, 2025, to 72 months in prison and five years of supervised release. Iris J. Nieves-Ríos was sentenced today to 24 months in prison and five years of supervised release.

    U.S. Attorney W. Stephen Muldrow of the District of Puerto Rico; and Joseph González, Special Agent in Charge of the FBI San Juan Field Office made the announcement.

    The FBI and the Puerto Rico Police Bureau investigated the case.

    Assistant U.S. Attorney Daynelle Álvarez-Lora and Assistant U.S. Attorney Linet Suárez prosecuted the case.

    ###

    MIL Security OSI

  • MIL-OSI Security: Mt. Pleasant Business Owner Sentenced to 1.5 Years in Federal Prison

    Source: Office of United States Attorneys

    CHARLESTON, S.C. — Jonathan Ramaci, 60, of Mt. Pleasant, was sentenced to one and a half years in federal prison after pleading guilty to wire fraud and filing a false income tax return.

    Evidence presented to the court showed that Ramaci defrauded the Small Business Association in his application and receipt of approximately $214,000 of fraudulent Paycheck Protection Program (PPP) and Economic Injury Disaster Loans (EIDL) loans that were authorized pursuant to the CARES Act. Evidence showed that Ramaci submitted fraudulent tax documentation to the SBA and its approved third-party lenders, that were relied on to fund a PPP loan Ramaci received. For the fraudulent EIDL loans, Ramaci falsely represented to the SBA revenue and costs of goods sold for the businesses he was applying for. 

    As for Ramaci’s tax offense, evidence submitted to the court showed that from 2017 to 2021, Ramaci either failed to file and/or filed false income tax returns and owes the IRS $289,531. Specifically, Ramaci was paying for personal expenses from a business he owned and operated, Elements of Genius, headquartered in Charleston. He was also not reporting his income.

    “This defendant’s actions revealed corrupt business practices that cost the taxpayer and the government hundreds of thousands of dollars,” said U.S. Attorney Adair Ford Boroughs for the District of South Carolina. “His deceptive financial scheme warrants this prison sentence and sends the message that such practices will not be tolerated.”

    “IRS Criminal Investigation, along with our law enforcement partners, will vigorously pursue business owners who victimize their investors and violate the public trust,” said Special Agent in Charge Donald “Trey” Eakins, Charlotte Field Office, IRS-CI. “The defendant used his position of power to defraud not just his own company, but the honest, hardworking Americans who pay their tax obligations.”

    United States District Judge Richard M. Gergel sentenced Ramaci to 18 months imprisonment, to be followed by a three-year term of court-ordered supervision.  There is no parole in the federal system. As part of the judgement, the court ordered Ramaci to pay $538,178.88 in restitution for the offenses of conviction.  The court also ordered Ramaci to pay restitution in the amount of $1,009,684.00 to victims of offenses that the defendant did not plead guilty to, which was agreed to by the parties in the plea agreement.

    On May 17, 2021, the Attorney General established the COVID-19 Fraud Enforcement Task Force to marshal the resources of the Department of Justice in partnership with agencies across government to enhance efforts to combat and prevent pandemic-related fraud. The Task Force bolsters efforts to investigate and prosecute the most culpable domestic and international criminal actors and assists agencies tasked with administering relief programs to prevent fraud by, among other methods, augmenting and incorporating existing coordination mechanisms, identifying resources and techniques to uncover fraudulent actors and their schemes, and sharing and harnessing information and insights gained from prior enforcement efforts. For more information on the Department’s response to the pandemic, please visit https://www.justice.gov/coronavirus.

    This case was investigated by the FBI Columbia Field Office and IRS Criminal Investigation. Assistant U.S. Attorney Amy Bower is prosecuting the case.

    ###

    MIL Security OSI

  • MIL-OSI Security: Inmate Sentenced to More than Four Years in Prison on Assault Charge

    Source: Office of United States Attorneys

    BIRMINGHAM, Ala. – A federal judge sentenced a federal inmate for assaulting a corrections officer, announced U.S. Attorney Prim F. Escalona and FBI Special Agent in Charge Carlton Peeples.

    U.S. District Court Judge R. David Proctor sentenced Christopher McCallum to 51 months in prison based on his September 2024 guilty plea to assault of an officer.

    According to the plea agreement, McCallum was a federal inmate of the Bureau of Prisons at FCI Talladega, serving a sentence for a previous federal conviction.  On February 29, 2024, McCallum became disruptive, walked toward the staff with clinched fists, and ultimately assaulted a female corrections officer.  McCallum punched her in the head and upper torso area. The corrections officer sustained multiple injuries.

    FBI investigated the case.  Assistant U.S. Attorney Brad Felton prosecuted the case.  

    MIL Security OSI

  • MIL-OSI Security: Lawton Man Sentenced to Serve Life in Federal Prison for Murder After Woman’s Body is Found in Wildlife Refuge in Indian Country

    Source: Office of United States Attorneys

    Co-Defendant Previously Sentenced to Serve 96 Months for Accessory After the Fact to Murder

    OKLAHOMA CITY – TEVIN TERRELL SEMIEN, 30, of Lawton, has been sentenced to serve life in federal prison for second-degree murder and illegal possession of a firearm after a previous felony conviction, announced U.S. Attorney Robert J. Troester.

    According to public record, on May 17, 2023, Karon “Dinkers” Conneywerdy Smith, 68, was found dead in the Wichita Mountains Wildlife Refuge. Investigators searched Smith’s home, which was within Indian Country, and observed blood consistent with a violent struggle. Smith’s vehicle was missing as well. On May 21, 2023, Texas law enforcement observed Smith’s vehicle driving south of Dallas, Texas. Officers attempted to pull the vehicle over, but the vehicle fled at a high speed and eventually crashed into a lake. The two occupants of the vehicle, later identified as Semien and Nicole Leigh Logsdon, attempted to flee on foot but were apprehended.

    On October 17, 2023, a federal grand jury returned a four-count Indictment against Semien and co-defendant Nicole Leigh Logsdon, 25, also of Lawton. The Indictment charged Semien with one count of first-degree premeditated murder, one alternative count of second-degree murder, and one count of illegally possessing a firearm after a previous felony conviction. Logsdon was separately charged with accessory after the fact to murder.

    On April 22, 2024, Semien pleaded guilty to second-degree murder and being a felon in possession of a firearm. As part of his plea, Semien admitted to deliberately and intentionally killing Smith.

    On January 10, 2024, Logsdon pleaded guilty to accessory after the fact to murder and admitted to helping Semien in his attempt to avoid arrest and prosecution. On July 15, 2024, Logsdon was sentenced to serve 96 months in federal prison, followed by three years of supervised release.

    At the sentencing hearing on February 3, 2025, U.S. District Judge Stephen P. Friot sentenced Semien to serve life in federal prison. In announcing his sentence, Judge Friot noted the nature and circumstances of the offense, pointing out that Semien’s choices and conduct amounted to an “unfathomably cruel and depraved murder.” Judge Friot also noted Semien’s criminal history.  Public record further reflects that Semien has previous felony convictions which include burglary in Jefferson County, Texas, and conspiracy to commit second degree burglary in Comanche County District Court case number CF-2022-292.

    This case is in federal court because Smith and Logsdon are enrolled members of the Comanche Nation and the murder occurred within Indian Country.

    This case is a result of an investigation by the FBI Oklahoma City, Dallas, and New Orleans field offices; the Oklahoma State Bureau of Investigation; the U.S. Fish and Wildlife Service; the Comanche Nation Police Department; the Comanche County Sheriff’s Office; the Lawton Police Department; the U.S. Marshals Service; the Rice, Texas Police Department; and the Navarro County, Texas Sheriff’s Office. Special Assistant U.S. Attorney Kaleigh Blackwell and Trial Attorney Mark Stoneman with DOJ’s Criminal Division (former AUSA with the Western District of Oklahoma) prosecuted the case.

    The case furthers the Department of Justice’s Missing or Murdered Indigenous Persons efforts to address violence against Native American individuals. More information about this initiative is at https://www.justice.gov/tribal/mmip.

    Reference is made to public filings for more information. 

    MIL Security OSI

  • MIL-OSI Security: Palm Bay Man Sentenced To More Than 11 Years In Federal Prison For Receipt Of Child Sex Abuse Material

    Source: Office of United States Attorneys

    Orlando, Florida – U.S. District Judge Wendy W. Berger has sentenced Erik Bjorndal (49, Palm Bay) to 11 years and 4 months in federal prison for receipt of child sexual abuse material (CSAM). Bjorndal previously pled guilty on August 21, 2024.

    According to court documents, Bjorndal downloaded multiple videos depicting the violent sexual abuse of children. Some of the videos included sadistic and masochistic conduct and bestiality. Thereafter, the FBI executed a search warrant at Bjorndal’s home and discovered hundreds of CSAM images on his devices. During an interview with FBI agents, Bjorndal admitted to viewing CSAM for “a while,” perhaps since his late 20s.

    This case was investigated by the Federal Bureau of Investigation. It was prosecuted by Assistant United States Attorney Noah P. Dorman.

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

    MIL Security OSI

  • MIL-OSI Security: Michigan man sentenced to 20 years in prison for traveling to sexually abuse a minor who he removed from home in Washington and took back to Michigan

    Source: Office of United States Attorneys

    Seattle – A 31-year-old South Haven, Michigan, man was sentenced today in U.S. District Court in Seattle to 20-years in prison for traveling with intent to engage in a sexual act with a minor and enticement of a minor, announced U.S. Attorney Tessa M. Gorman. Keith Daniel Freerksen was arrested in South Haven Township on January 31, 2024, following an investigation that stretched from western Washington to Michigan.

    At the sentencing hearing U.S. District Judge Tana Lin noted the trauma inflicted on the victim and the victim’s family. For 30 days they searched for the victim, even calling every morgue in Washington State with fear their child was dead. Judge Lin said the victim, “Will continue to suffer trauma and pain.”

    “What happened in this case is every parent’s nightmare – a predator comes into the home via social media and computer screens and manipulates your child to run away,” said U.S. Attorney Tessa M. Gorman. “This defendant secreted a child away, leaving a distraught family searching desperately for their loved one. When the victim should have been involved in normal teenage activities, the teen was instead manipulated and ensnared by the defendant.”

    According to records filed in the case, the 14-year-old went missing on January 5, 2024. A local police detective requested help from the FBI. An agent who specializes in Violent Crimes Against Children and Human Trafficking investigations occurring in Snohomish, Skagit, Whatcom, Island, and San Juan counties quickly assisted.

    By analyzing information on Uber rides that had been purchased for the victim by an unknown person, law enforcement was able to identify Freerksen, a registered sex offender in Michigan, as a potential suspect. Using information on Freerksen’s registered vehicle, they were able to trace his movement across the northern tier of states using license plate readers. The readers also captured Freerksen’s return trip through Idaho and Illinois in the days after the teen went missing.

    When the police in South Haven Township served a search warrant at the request of the FBI, they recovered the victim and arrested Freerksen. He was ultimately transported to Western Washington and has been detained at the Federal Detention Center at SeaTac.

    In asking for the 20-year sentence Assistant United States Attorney Cecelia Gregson wrote to the court, “It is very alarming that neither of Freerksen’s family members intervened when he returned home with the then fourteen-year-old victim in tow. Freerksen was undeterred by his previous sex offense conviction, corresponding imprisonment, and registration obligation. The rapid recidivism between Freerksen’s release from prison following child pornography offenses and the dedicated months he spent manipulating and enticing (the victim) is evidence he is either unwilling or unable to refrain from sexually abusing minors.”

    The victim’s parents thanked law enforcement for finding and rescuing their child. The victim’s mother said, “I never imagined a predator would travel across the country to steal (my child).”

    The twenty-year sentence will run concurrent with a fifteen-to-seventy-year indeterminate state sentence in Michigan. Freerksen will serve his time in the federal prison system. Judge Lin ordered twenty years of supervised release to follow prison. Freerksen will once again have to register as a sex offender.

    The case was investigated by the Mount Vernon Police Department, FBI Seattle, and the Van Buren County, Michigan Sheriff’s Office and Prosecuting Attorney’s Office.

    The case is being prosecuted by Assistant United States Attorney Cecelia Gregson.

    MIL Security OSI

  • MIL-OSI Security: International Arms Dealer Charged with Exporting U.S. Firearms to Russia

    Source: Office of United States Attorneys

    Defendant Unlawfully Exported Semi-Automatic Rifle-Pistols from U.S. Company Through JFK International Airport

    Earlier today, an indictment was filed in federal court in Brooklyn charging Sergei Zharnovnikov, an arms dealer and citizen of Kyrgyzstan, with conspiring to export firearms from the United States to Russia without the necessary licenses and with illegal smuggling.  Zharnovnikov traveled from Kyrgyzstan to the United States last month and was arrested on January 24, 2025 in Las Vegas, Nevada, where he was attending the Shooting, Hunting, and Outdoor Trade (SHOT) Show to meet with U.S. arms dealers.  Zharnovnikov has been detained pending trial and will be arraigned in the Eastern District of New York at a later date.

    John J. Durham, United States Attorney for the Eastern District of New York, Devin DeBacker, head of the Justice Department’s National Security Division, James E. Dennehy, Assistant Director in Charge, Federal Bureau of Investigation, New York Field Office (FBI) and Jonathan Carson, Special Agent in Charge, U.S. Department of Commerce, Bureau of Industry and Security, Office of Export Enforcement, New York Field Office (BIS-OEE), announced the arrest and charges.

    “As alleged, the defendant operated a sophisticated scheme to circumvent export controls and to export semi-automatic firearms and send them to Russia,” stated United States Attorney Durham.  “Today’s indictment sends a message to the world that we will vigorously enforce statutes that control and restrict the export of items that could be detrimental to the foreign policy or national security of the United States, in this case, preventing U.S.-made firearms from getting into the wrong hands.”

    Mr. Durham thanked the U.S. Attorney’s Office for the District of Nevada for its assistance with the case.

    “Violations of export control laws carry significant consequences for perpetrators in the U.S. and abroad,” said DeBacker, head of the Justice Department’s National Security Division.  “The Department of Justice is committed to working with our partners to hold accountable those who violate our laws to smuggle firearms to prohibited destinations such as Russia.”

    “Attempting to illegally sell arms to Russia using multiple companies may seem like a method to evade United States sanctions, it is however a definite way to end up under arrest.  Sergei Zharnovnikov is alleged to have knowingly conspired with others to violate the export control laws of the United States to provide U.S made firearms to Russian companies.  The FBI will continue to enforce the export control laws enacted to safeguard our national security.”

    “The Bureau of Industry and Security is committed to aggressively investigating the illegal transshipment of US firearms to adversaries like Russia through third countries,” said BIS-OEE Special Agent in Charge Carson.  “Companies that provide false information to BIS to obtain export authorizations to circumvent our controls will be found out and held accountable.”

    As alleged in the indictment and other court filings, since at least March 2020, the defendant, together with others, conspired to export firearms on the United States DOC Control List from the U.S. to Russia.  The defendant, the General Director and owner of an arms dealer located in Bishkek, Kyrgyzstan (Kyrgyzstan Company-1), entered into a five-year, $900,000 contract with a company located in Chesapeake, Virginia (U.S. Company‑1) to purchase and export U.S. Company-1 firearms to Kyrgyzstan.  DOC issued a license for U.S. Company-1 to export firearms to Kyrgyzstan Company-1, but the license prohibited the export or re-export of the firearms to Russia.  Nevertheless, the defendant exported and re-exported U.S. Company‑1 firearms to Russia via Kyrgyzstan.  These illegally exported firearms included semi‑automatic hybrid rifle-pistols from U.S. Company-1.

    As alleged, after Kyrgyzstan Company-1 entered into a contract with U.S. Company-1, a second arms dealer company in Bishkek associated with the defendant (Kyrgyzstan Company-2) entered a contract with a Russian arms dealer (Russian Company-1) located in Moscow.  The contract between Russian Company-1 and Kyrgyzstan Company-2 provided that Kyrgyzstan Company‑2 would export “Goods” to Russian Company-1 in the amount of $10 million and noted that the “Goods” could be delivered in batches.  In correspondence in 2018, Russian Company-1 described the defendant’s company, Kyrgyzstan Company-1, as its “partner company.” 

    On or about February 3, 2021, U.S. Company-1 received an export license from DOC to export over $800,000 worth of firearms and parts to Kyrgyzstan Company-1.  The license stated that items within the scope of the license “may not be reexported or transferred (in-country),” subject to certain exceptions not applicable here.

    On or about July 2, 2022, the defendant emailed his banker: “Make payment according to the invoice attached to the letter,” and attached a commercial invoice from U.S. Company-1, which listed, among other things, 25 semi-automatic rifle-pistols with 25 unique serial numbers.  Two days later, on or about July 4, 2022, Kyrgyzstan Company‑2, sent $67,000 to Kyrgyzstan Company-1.  The next day, on or about July 5, 2022, Kyrgyzstan Company‑1 paid U.S. Company-1 $65,564—the full amount listed in the invoice from U.S. Company-1.

    According to an Electronic Export Information (EEI) made on July 7, 2022, Company-1 exported semi-automatic rifles from John F. Kennedy International Airport to Kyrgyzstan Company-1 pursuant to its February 3, 2021 export license on or about July 10, 2022. According to the EEI filing, the value of the export from U.S. Company-1 to Kyrgyzstan Company-1 was over $59,000.  The EEI filing’s corresponding license application indicated that the firearms were for “commercial resale in Kyrgyzstan.”

    On or about August 8, 2022, the defendant received a spreadsheet titled “Supply [U.S. Company-1] ([Russian Company-1]) weapon numbers.”  Russian Company-1 is a Russian company, and the DOC license did not authorize the export or re-export of the U.S. Company-1 firearms to Russia.  The spreadsheet listed the same semi-automatic rifle-pistol the defendant purchased from U.S. Company-1 and serial numbers matching the U.S. Company‑1 Invoice.

    On or about November 14, 2022, the General Director of Russian Company‑1 executed a form used by tax authorities of the member states of the Eurasian Economic Union, which includes both Kyrgyzstan and Russia.  The form listed the seller as Kyrgyzstan Company‑2 and the buyer as Russian Company-1 with an address in Moscow, Russia, and identified the goods as the same semi‑automatic rifle‑pistols that U.S. Company-1 exported to Kyrgyzstan Company‑1, the defendant’s company.  The defendant did not apply for, obtain or possess a license to export or re-export the semi‑automatic pistol-rifles to Russia.

    The charges in the indictment are allegations, and the defendant is presumed innocent unless and until proven guilty.  If convicted of the charges, the defendant faces up to 30 years’ imprisonment.

    The government’s case is being handled by the Office’s National Security and Cybercrime Section.  Assistant United States  Attorney Ellen H. Sise is in charge of the prosecution, along with Trial Attorney Leslie Esbrook of the National Security Division’s Counterintelligence and Export Control Section (CES), with assistance from Litigation Analyst Rebecca Roth and CES Trial Attorney Scott Claffee.

    The case was coordinated through the Justice Department’s Task Force KleptoCapture, an interagency law enforcement task force dedicated to enforcing the sweeping sanctions, export restrictions and economic countermeasures that, beginning in 2014, the United States, along with its foreign allies and partners, has imposed in response to Russia’s unprovoked military invasion of Ukraine.  Announced by the Attorney General on March 2, 2022, and under the leadership of the Office of the Deputy Attorney General, the task force will continue to leverage all of the Department’s tools and authorities to combat efforts to evade or undermine the collective actions taken by the U.S. government in response to Russian military aggression.

    The Defendant:

    SERGEI ZHARNOVNIKOV
    Age:  46
    Bishkek, Kyrgyzstan

    E.D.N.Y. Docket No. 25-CR-45 (ENV)

    MIL Security OSI

  • MIL-OSI Security: 3 men believed to be part of South American Theft Group indicted for federal crimes related to burglary of NFL player’s Cincinnati home

    Source: Office of United States Attorneys

    CINCINNATI – A federal grand jury in Cincinnati has charged defendants believed to be operating as part of a South American Theft Group with transporting stolen goods interstate and falsifying records in a federal investigation. The three men allegedly committed the Dec. 9, 2024, burglary at the home of a local NFL player.

    A federal complaint was filed on Feb. 3 and the indictment was returned today, charging Jordan Francisco Quiroga Sanchez, 22, Bastian Alejandro Orellana Morales, 23, and Sergio Andres Ortega Cabello, 38, all of Chile.

    “Our investigation remains ongoing as these individuals seem to be the alleged tip of the iceberg of South American Theft Groups committing crimes throughout our district and elsewhere,” said U.S. Attorney Kenneth L. Parker. “We owe it to the victims, whether they are or are not professional athletes, to follow the evidence into these alleged criminal networks and hold the law-breakers accountable. I cannot thank our law enforcement partners enough for their commitment to working together to track down these perpetrators. Today is a day that law enforcement scored and spiked the ball.”

    “South American Theft Groups have been a major concern in the Cincinnati area,” said FBI Cincinnati Special Agent in Charge Elena Iatarola. “We appreciate the partnerships of all the agencies involved in the Southwest Ohio South American Theft Group Task Force for their hard work on this investigation.”

    “The Ohio Organized Crime Investigations Commission was created for – and excels at – these types of complex, multi-jurisdictional cases,” Ohio Attorney General Dave Yost said. “I’m proud of the work done so far, and look forward to more results as our task force continues its work.” 

    According to charging documents, law enforcement responded to the NFL player’s home around 8:14pm on Dec. 9, 2024, in reference to a reported burglary. An associate of the homeowner had been dropped off at the residence shortly after 8pm and discovered rooms were unusually messy and a primary bedroom window on the back side of the home had been broken.

    It is believed the burglary likely occurred between 6pm and 8pm. The homeowner was away from his residence playing in an NFL game in Dallas. During a security detail shift change at the home at approximately 6pm, security personnel walked the perimeter of the house and no windows appeared to be broken at that time.

    Continued investigation at the Cincinnati home led investigators to discover a trail camera image of a man carrying luggage and walking through the wooded area behind the home.

    Law enforcement tracked the subjects in various states following the burglary, and subsequently located the vehicle at the La Quinta hotel on University Boulevard in Fairborn. The Ohio State Highway Patrol later stopped the vehicle for a traffic violation.

    Phone analysis shows Cabello allegedly deleted photographs of the stolen goods and the back of the victim’s home during the traffic stop with the Ohio State Highway Patrol, thus falsifying records in a federal investigation. Additional cell phone analysis revealed other photos of the defendants in southeast Florida days after the burglary with luxury luggage and wearing the stolen jewelry.

    Also in the car with the defendants were punch tools to break glass, as well as an old Louisiana State University shirt and a Cincinnati Bengals hat believed to be taken from the victim’s home.

    The men were taken into local custody at the time of the traffic stop.

    Interstate transportation of stolen property is a federal crime punishable by up to 10 years in prison. Falsification of records in a federal investigation carries a potential penalty of up to 20 years in prison. The three men were previously charged locally and those state charges remain pending.

    Kenneth L. Parker, United States Attorney for the Southern District of Ohio; Elena Iatarola, Special Agent in Charge, Federal Bureau of Investigation (FBI), Cincinnati Division; Ohio Attorney General Dave Yost’s Ohio Organized Crime Investigations Commission’s Southwest Ohio Burglary Task Force; Hamilton County Sheriff Charmaine McGuffey; Ohio State Highway Patrol Superintendent Col. Charles A. Jones; Clark County Sheriff Christopher D. Clark; and Angie M. Salazar, Special Agent in Charge, Homeland Security Investigations (HSI), Detroit; announced the charges.

    Assistant United States Attorney Anthony Springer is representing the United States in this case.

    Charging documents merely contain allegations, and defendants are presumed innocent unless proven guilty in a court of law.

    # # #

    MIL Security OSI

  • MIL-OSI: Symbotic Reports First Quarter Fiscal Year 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    WILMINGTON, Mass., Feb. 05, 2025 (GLOBE NEWSWIRE) — Symbotic Inc. (Nasdaq: SYM), a leader in A.I.-enabled robotics technology for the supply chain, announced financial results for its first fiscal quarter of 2025, ended December 28, 2024. Symbotic posted revenue of $487 million, a net loss of $19 million and adjusted EBITDA1 of $18 million for the first quarter of fiscal 2025. In the first quarter of fiscal 2024, Symbotic had revenue of $360 million, a net loss of $19 million and adjusted EBITDA1 of $8 million. Cash and cash equivalents increased by $176 million from the prior quarter to $903 million at the end of the first quarter of fiscal year 2025.

    “In the first quarter, we continued to deliver high growth while enhancing our technology position,” said Rick Cohen, Chairman and Chief Executive Officer of Symbotic. “With our recent acquisition of Walmart’s Advanced Systems and Robotics business now completed, we look forward to enhancing an already strong position to drive exceptional results for our stakeholders.”

    “First quarter revenue grew over 35% year-over-year driven by solid progress across our 44 systems in the process of deployment,” said Symbotic Chief Financial Officer, Carol Hibbard. “Looking forward to the fiscal second quarter of 2025, we expect another quarter of at least 30% year-over-year revenue growth with expanding margins.”

    OUTLOOK

    For the second quarter of fiscal 2025, Symbotic expects revenue of $510 million to $530 million, and adjusted EBITDA2 of $26 million to $30 million.

    WEBCAST INFORMATION

    Symbotic will host a webcast today at 5:00 pm ET to discuss its first quarter of fiscal year 2025 results. The webcast link is: https://edge.media-server.com/mmc/go/Symbotic-Q1-2025.

    _______________________________
    1 Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) is a non-GAAP financial measure as defined below under “Use of Non-GAAP Financial Information.” See the tables below for reconciliations to net loss, the most comparable GAAP measure.
    2 Symbotic is not providing guidance for net loss, which is the most comparable GAAP financial measure to adjusted EBITDA, because information reconciling forward-looking adjusted EBITDA to net loss is unavailable to it without unreasonable effort. Symbotic is not able to provide reconciliations of adjusted EBITDA to GAAP financial measures because certain items required for such reconciliations are outside of Symbotic’s control and/or cannot be reasonably predicted, such as the provision for stock-based compensation.

    ABOUT SYMBOTIC

    Symbotic is an automation technology leader reimagining the supply chain with its end-to-end, A.I.-powered robotic and software platform. Symbotic reinvents the warehouse as a strategic asset for the world’s largest retail, wholesale, and food & beverage companies. Applying next-generation technology, high-density storage and machine learning to solve today’s complex distribution challenges, Symbotic enables companies to move goods with unmatched speed, agility, accuracy and efficiency. As the backbone of commerce, Symbotic transforms the flow of goods and the economics of the supply chain for its customers. For more information, visit www.symbotic.com.

    USE OF NON-GAAP FINANCIAL INFORMATION

    Symbotic reports its financial results in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). This press release contains financial measures that are not recognized under U.S. GAAP (“non-GAAP financial measures”), including adjusted EBITDA, adjusted gross profit, adjusted gross profit margin, and free cash flow. These non-GAAP financial measures have limitations as an analytical tool as they do not have a standardized meaning prescribed by U.S. GAAP. The non-GAAP financial measures Symbotic uses may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies and, therefore, are unlikely to be comparable to similar measures presented by other companies. Rather, these non-GAAP financial measures are provided as a supplement to corresponding U.S. GAAP measures to provide additional information regarding the results of operations from management’s perspective. Accordingly, non-GAAP financial measures should not be considered a substitute for, in isolation from, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. All non-GAAP financial measures presented in this press release are reconciled to their closest reported U.S. GAAP financial measures. Symbotic recommends that investors review the reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures provided in the financial statement tables included below in this press release, and not rely on any single financial measure to evaluate its business.

    Symbotic defines adjusted EBITDA, a non-GAAP financial measure, as GAAP net income or loss excluding the following items: interest income; income taxes; depreciation and amortization; stock-based compensation; business combination transaction expenses; joint venture formation fees; internal control remediation; equity method investment; and other non-recurring items that may arise from time to time. Symbotic defines adjusted gross profit, a non-GAAP financial measure, as GAAP gross profit excluding the following items: depreciation and stock-based compensation. Symbotic defines adjusted gross profit margin, a non-GAAP financial measure, as adjusted gross profit divided by revenue. Symbotic defines free cash flow, a non-GAAP financial measure, as net cash provided by or used in operating activities less purchases of property and equipment and capitalization of internal use software development costs. In addition to Symbotic’s financial results determined in accordance with U.S. GAAP, Symbotic believes that adjusted EBITDA, adjusted gross profit, adjusted gross profit margin, and free cash flow non-GAAP financial measures, are useful in evaluating the performance of Symbotic’s business because they highlight trends in its core business.

    FORWARD-LOOKING STATEMENTS

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Symbotic’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events, backlog or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions.

    Forward-looking statements include, but are not limited to, statements about the ability of or expectations regarding Symbotic to:

    • meet the technical requirements of existing or future supply agreements with its customers, including with respect to existing backlog;
    • expand its target customer base and maintain its existing customer base;
    • realize the benefits expected from the acquisition of Walmart’s Advanced Systems and Robotics business, the GreenBox joint venture, the Commercial Agreement with GreenBox, Symbotic’s acquisitions of developed technology intangible assets, and the commercial agreement with Walmart de México y Centroamérica;
    • realize its outlook, including its system gross margin;
    • anticipate industry trends;
    • maintain and enhance its system;
    • maintain the listing of the Symbotic Class A Common Stock on Nasdaq;
    • execute its growth strategy;
    • develop, design and sell systems that are differentiated from those of competitors;
    • execute its research and development strategy;
    • acquire, maintain, protect and enforce intellectual property;
    • attract, train and retain effective officers, key employees or directors;
    • comply with laws and regulations applicable to its business;
    • stay abreast of modified or new laws and regulations applying to its business;
    • successfully defend litigation;
    • issue equity securities in connection with future transactions;
    • meet future liquidity requirements and, if applicable, comply with restrictive covenants related to long-term indebtedness;
    • timely and effectively remediate any material weaknesses in its internal control over financial reporting;
    • anticipate rapid technological changes; and
    • effectively respond to general economic and business conditions.

    Forward-looking statements also include, but are not limited to, statements with respect to:

    • the future performance of Symbotic’s business and operations;
    • expectations regarding revenues, expenses, adjusted EBITDA and anticipated cash needs;
    • expectations regarding cash flow, liquidity and sources of funding;
    • expectations regarding capital expenditures;
    • the anticipated benefits of Symbotic’s leadership structure;
    • the effects of pending and future legislation;
    • business disruption;
    • disruption to the business due to Symbotic’s dependency on certain customers;
    • increasing competition in the warehouse automation industry;
    • any delays in the design, production or launch of Symbotic’s systems and products;
    • the failure to meet customers’ requirements under existing or future contracts or customer’s expectations as to price or pricing structure;
    • any defects in new products or enhancements to existing products;
    • the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of Symbotic’s new products and services and any changes in its product mix that shift too far into lower gross margin products; and
    • any consequences associated with joint ventures and legislative and regulatory actions and reforms.

    Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in Symbotic’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 4, 2024. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and Symbotic believes there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements are provided for the purposes of assisting the reader in understanding our financial performance, financial position and cash flows as of and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned not to place undue reliance on these forward-looking statements because of their inherent uncertainty and to appreciate the limited purposes for which they are being used by management. While we believe that the assumptions and expectations reflected in the forward-looking statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectations will prove to have been correct. Forward-looking statements speak only as of the date they are made and are based on the beliefs, estimates, expectations and opinions of management on that date. Symbotic is not under any obligation, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports that Symbotic has filed or will file from time to time with the SEC.

    In addition to factors previously disclosed in Symbotic’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024 filed with the SEC on December 4, 2024 and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: failure to realize the benefits expected from the acquisition of Walmart’s Advanced Systems and Robotics business and risks related to the acquisition.

    Any financial projections in this press release or discussed in the webcast are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Symbotic’s control. While all projections are necessarily speculative, Symbotic believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this communication should not be regarded as an indication that Symbotic, or its representatives, considered or considers the projections to be a reliable prediction of future events.

    Annualized, projected and estimated numbers are not forecasts and may not reflect actual results.

    This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Symbotic and is not intended to form the basis of an investment decision in Symbotic. The forward-looking statements contained in this press release and other reports we file with, or furnish to, the SEC and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf are expressly qualified in their entirety by these cautionary statements.

    INVESTOR RELATIONS CONTACT

    Charlie Anderson
    Vice President, Investor Relations & Corporate Development
    ir@symbotic.com

    MEDIA INQUIRIES
    mediainquiry@symbotic.com

     
    Symbotic Inc. and Subsidiaries
    Consolidated Statements of Operations
       
      Three Months Ended
    (in thousands, except share and per share information) December 28, 2024   September 28, 2024   December 30, 2023
    Revenue:          
    Systems $ 464,059     $ 536,447     $ 347,705  
    Software maintenance and support   5,525       5,893       2,169  
    Operation services   17,109       22,226       10,069  
    Total revenue   486,693       564,566       359,943  
    Cost of revenue:          
    Systems   381,819       442,009       283,946  
    Software maintenance and support   1,884       2,748       1,726  
    Operation services   22,951       23,392       10,214  
    Total cost of revenue   406,654       468,149       295,886  
    Gross profit   80,039       96,417       64,057  
    Operating expenses:          
    Research and development expenses   43,592       40,130       42,144  
    Selling, general, and administrative expenses   61,076       45,399       47,012  
    Total operating expenses   104,668       85,529       89,156  
    Operating income (loss)   (24,629 )     10,888       (25,099 )
    Other income, net   7,823       9,416       6,199  
    Income (loss) before income tax   (16,806 )     20,304       (18,900 )
    Income tax expense   (150 )     (4,110 )     (172 )
    Loss from equity method investment   (1,564 )     (240 )      
    Net income (loss)   (18,520 )     15,954       (19,072 )
    Net income (loss) attributable to noncontrolling interests   (15,044 )     13,118       (16,236 )
    Net income (loss) attributable to common stockholders $ (3,476 )   $ 2,836     $ (2,836 )
               
    Income (loss) per share of Class A Common Stock:          
    Basic and Diluted(1) $ (0.03 )   $ 0.03     $ (0.03 )
    Weighted-average shares of Class A Common Stock outstanding:          
    Basic   106,098,566       104,146,479       83,320,943  
    Diluted(2) n/a     108,646,977     n/a
                   
    (1) For the three months ended September 28, 2024, basic and diluted EPS were calculated as the same value and as such presented on the same line.
     
    (2) Periods in which the Company was in a net loss position, diluted weighted-average shares of Class A Common Stock outstanding is the same as basic and as such indicated with “n/a”.
     
     
    Symbotic Inc. and Subsidiaries
    Reconciliation of Non-GAAP Financial Measures
     
    The following table reconciles GAAP net income (loss) to Adjusted EBITDA:
       
      Three Months Ended
    (in thousands) December 28, 2024   September 28, 2024   December 30, 2023
    Net income (loss) $ (18,520 )   $ 15,954     $ (19,072 )
    Interest income   (7,769 )     (9,353 )     (6,149 )
    Income tax expense   150       4,110       172  
    Depreciation and amortization   6,860       5,780       2,565  
    Stock-based compensation   28,741       26,100       29,462  
    Business Combination transaction expenses   3,802       324        
    Joint venture formation fees               1,089  
    Internal controls remediation   3,076              
    Restructuring charges         (775 )      
    Equity method investment   1,564       240        
    Adjusted EBITDA $ 17,904     $ 42,380     $ 8,067  
    The following table reconciles GAAP gross profit to Adjusted gross profit:
       
      Three Months Ended
    (in thousands) December 28, 2024   September 28, 2024   December 30, 2023
    Gross profit $ 80,039     $ 96,417     $ 64,057  
    Depreciation   2,469       2,208       93  
    Stock-based compensation   3,709       3,260       3,431  
    Restructuring charges         (775 )      
    Adjusted gross profit $ 86,217     $ 101,110     $ 67,581  
                           
    Gross profit margin   16.4 %     17.1 %     17.8 %
    Adjusted gross profit margin   17.7 %     17.9 %     18.8 %
    The following table reconciles GAAP net cash provided by (used in) operating activities to free cash flow:
       
      Three Months Ended
    (in thousands) December 28, 2024   September 28, 2024   December 30, 2023
               
    Net cash provided by (used in) operating activities $ 205,027     $ (99,383 )   $ (30,150 )
    Purchases of property and equipment   (7,357 )     (20,730 )     (2,173 )
    Capitalization of internal use software development costs         (637 )     (820 )
    Free cash flow $ 197,670     $ (120,750 )   $ (33,143 )
                           
     
    Symbotic Inc. and Subsidiaries
    Supplemental Common Share Information
     
    Total Common Shares issued and outstanding:
               
      December 28, 2024     September 28, 2024  
    Class A Common Shares issued and outstanding 106,521,915     104,689,377  
    Class V-1 Common Shares issued and outstanding 76,588,618     76,965,386  
    Class V-3 Common Shares issued and outstanding 404,309,196     404,309,196  
      587,419,729     585,963,959  
               
     
    Symbotic Inc. and Subsidiaries
    Consolidated Balance Sheets
           
    (in thousands, except share data) December 28, 2024   September 28, 2024
    ASSETS
    Current assets:      
    Cash and cash equivalents $ 903,034     $ 727,310  
    Accounts receivable   134,391       201,548  
    Unbilled accounts receivable   223,349       218,233  
    Inventories   108,691       106,136  
    Deferred expenses   3,221       1,058  
    Prepaid expenses and other current assets   85,740       101,252  
    Total current assets   1,458,426       1,355,537  
    Property and equipment, net   105,079       97,109  
    Intangible assets, net   14,949       3,664  
    Equity method investment   85,946       81,289  
    Other assets   51,222       40,953  
    Total assets $ 1,715,622     $ 1,578,552  
    LIABILITIES AND EQUITY
    Current liabilities:      
    Accounts payable $ 206,324     $ 175,188  
    Accrued expenses and other current liabilities   203,353       165,644  
    Deferred revenue   787,174       676,314  
    Total current liabilities   1,196,851       1,017,146  
    Deferred revenue   76,712       129,233  
    Other liabilities   48,134       42,043  
    Total liabilities   1,321,697       1,188,422  
    Commitments and contingencies          
    Equity:      
    Class A Common Stock, 3,000,000,000 shares authorized, 106,521,915 and 104,689,377 shares issued and outstanding at December 28, 2024 and September 28, 2024, respectively   13       13  
    Class V-1 Common Stock, 1,000,000,000 shares authorized, 76,588,618 and 76,965,386 shares issued and outstanding at December 28, 2024 and September 28, 2024, respectively   7       7  
    Class V-3 Common Stock, 450,000,000 shares authorized, 404,309,196 shares issued and outstanding at December 28, 2024 and September 28, 2024   40       40  
    Additional paid-in capital   1,526,573       1,523,692  
    Accumulated deficit   (1,327,401 )     (1,323,925 )
    Accumulated other comprehensive loss   (2,696 )     (2,594 )
    Total stockholders’ equity   196,536       197,233  
    Noncontrolling interest   197,389       192,897  
    Total equity   393,925       390,130  
    Total liabilities and equity $ 1,715,622     $ 1,578,552  
                   
     
    Symbotic Inc. and Subsidiaries
    Consolidated Statements of Cash Flows
       
      Three Months Ended
    (in thousands) December 28, 2024   September 28, 2024   December 30, 2023
    Cash flows from operating activities:          
    Net income (loss) $ (18,520 )   $ 15,954     $ (19,072 )
    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
    Depreciation and amortization   7,645       6,432       3,197  
    Foreign currency (gains) losses, net   (32 )           22  
    Loss on disposal of assets   201       337        
    Provision for excess and obsolete inventory   688       (775 )     70  
    Stock-based compensation   26,773       25,350       29,462  
    Changes in operating assets and liabilities:          
    Accounts receivable   67,376       (101,010 )     (83,789 )
    Inventories   (10,425 )     30,202       (1,567 )
    Prepaid expenses and other current assets   10,317       (114,889 )     (32,653 )
    Deferred expenses   (2,164 )     5,690       (7,152 )
    Other assets   (1,079 )     (3,848 )     (5,906 )
    Accounts payable   31,145       47,399       (7,261 )
    Accrued expenses and other current liabilities   45,540       (6,209 )     15,716  
    Deferred revenue   58,336       6,309       69,966  
    Other liabilities   (10,774 )     (10,325 )     8,817  
    Net cash provided by (used in) operating activities   205,027       (99,383 )     (30,150 )
    Cash flows from investing activities:          
    Purchases of property and equipment   (7,357 )     (20,730 )     (2,173 )
    Capitalization of internal use software development costs         (637 )     (820 )
    Proceeds from maturities of marketable securities               150,000  
    Purchases of marketable securities               (48,317 )
    Acquisitions of strategic investments   (17,992 )     (23,996 )      
    Net cash provided by (used in) investing activities   (25,349 )     (45,363 )     98,690  
    Cash flows from financing activities:          
    Payment for taxes related to net share settlement of stock-based compensation awards   (3,012 )           (56 )
    Net proceeds from issuance of common stock under employee stock purchase plan         2,308        
    Distributions to or on behalf of Symbotic Holdings LLC partners   (850 )     (561 )      
    Proceeds from exercise of warrants               158,702  
    Net cash provided by (used in) financing activities   (3,862 )     1,747       158,646  
    Effect of exchange rate changes on cash, cash equivalents, and restricted cash   (84 )     21       (2 )
    Net increase (decrease) in cash, cash equivalents, and restricted cash   175,732       (142,978 )     227,184  
    Cash, cash equivalents, and restricted cash – beginning of period   730,354       873,332       260,918  
    Cash, cash equivalents, and restricted cash – end of period $ 906,086     $ 730,354     $ 488,102  
               
               
      Three Months Ended
    (in thousands) December 28, 2024   September 28, 2024   December 30, 2023
    Reconciliation of cash, cash equivalents, and restricted cash:          
    Cash and cash equivalents $ 903,034     $ 727,310     $ 485,952  
    Restricted cash   3,052       3,044       2,150  
    Cash, cash equivalents, and restricted cash $ 906,086     $ 730,354     $ 488,102  
                           

    The MIL Network

  • MIL-OSI: FormFactor, Inc. Reports 2024 Fourth Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    FY24 revenue of $764 million, up 15.2% from $663 million in FY23, driven by growth in HBM revenue;
    Announces acquisition of minority interest in FICT Limited, a key supplier of industry-leading, high-performance advanced probe card components

    LIVERMORE, Calif., Feb. 05, 2025 (GLOBE NEWSWIRE) — FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the fourth quarter of fiscal 2024 ended December 28, 2024. Quarterly revenues were $189.5 million, a decrease of 8.9% compared to $207.9 million in the third quarter of fiscal 2024, and an increase of 12.7% from $168.2 million in the fourth quarter of fiscal 2023. For fiscal 2024, FormFactor recorded revenues of $764 million, up 15.2% from $663 million in fiscal 2023.

    • High Bandwidth Memory grew fourfold in fiscal 2024 compared to the prior year, driven by adoption of Generative AI, overcoming persistent lackluster demand in important high-unit-volume markets like PCs and mobile handsets.
    • DRAM probe-card revenue during the fourth quarter set third consecutive quarterly record.
    • Continued focus on expanding and diversifying FormFactor’s market position in enabling advanced packaging, through new customer qualifications in client PCs and server applications and new high-performance-compute applications.
    • FICT acquisition with MBK Partners solidifies FormFactor’s access to FICT’s technologies and products, which are an important component of advanced probe cards.

    “As expected, FormFactor reported sequentially lower fourth-quarter revenue, gross margin, and non-GAAP earnings per share, driven by the forecasted reduction in Foundry & Logic probe-card revenue,” said Mike Slessor, CEO of FormFactor, Inc. “This was partially offset by growth in DRAM probe-card revenue, with HBM increasing to approximately half of DRAM revenue.”

    FormFactor also announced today that together with MBK Partners (“MBKP”), the largest private equity firm in North Asia, it is acquiring FICT Limited (“FICT”) from Advantage Partners Inc. FICT, headquartered in Nagano, Japan, has been providing the semiconductor test and high-performance computing industries with complex multi-layer organic substrates, printed circuit boards, and related leading-edge technologies and services since its inception as a Fujitsu business unit in 1967. This acquisition is designed to strengthen and grow FICT’s business, and the FormFactor+MBKP consortium is committed to advancing FICT’s mission to serve its entire customer base.

    With this transaction, FormFactor invests approximately US$60M into the consortium. FormFactor will hold a minority, non-controlling stake of 20% and will be granted a seat on the company’s board of directors. All required regulatory and third-party approvals and conditions have been satisfied and the transaction is expected to close within the current quarter. The transaction is not expected to have a material impact on FormFactor’s results of operations.

    “The semiconductor industry’s rapidly accelerating adoption of advanced packaging requires increased investment and stronger collaboration across the test and assembly supply chain,” said Mike Slessor, FormFactor’s CEO. “FormFactor’s investment in FICT builds on our long-term collaboration with them as a supplier of the industry-leading, high-performance components we use in our advanced probe cards, and provides a platform for accelerated development of tomorrow’s test and packaging consumables.”

    “We’ve built a partnership with MBKP, North Asia’s leading private equity firm, with a shared vision to enhance FICT’s long-term value by fully serving all of FICT’s existing and potential customers,” Slessor concluded.

    Fourth Quarter and Fiscal 2024 Highlights

    On a GAAP basis, net income for the fourth quarter of fiscal 2024 was $9.7 million, or $0.12 per fully-diluted share, compared to net income for the third quarter of fiscal 2024 of $18.7 million, or $0.24 per fully-diluted share, and net income for the fourth quarter of fiscal 2023 of $75.8 million, or $0.97 per fully-diluted share. Net income for fiscal 2024 was $69.6 million, or $0.89 per fully-diluted share, compared to net income for fiscal 2023 of $82.4 million, or $1.05, per fully-diluted share. Gross margin for the fourth quarter of 2024 was 38.8%, compared with 40.7% in the third quarter of 2024, and 40.4% in the fourth quarter of 2023. Gross margin for fiscal 2024 was 40.3%, compared to 39.0% for fiscal 2023. The GAAP financial results for the fourth quarter of 2023 and fiscal 2023 include a $73.0 million gain from the sale of FRT that has been excluded from FormFactor’s fourth quarter and fiscal 2023 non-GAAP results. The GAAP financial results for fiscal 2024 include a $20.3 million gain from the sale of our China operations that has been excluded from FormFactor’s fiscal 2024 non-GAAP results.

    On a non-GAAP basis, net income for the fourth quarter of fiscal 2024 was $21.3 million, or $0.27 per fully-diluted share, compared to net income for the third quarter of fiscal 2024 of $27.2 million, or $0.35 per fully-diluted share, and net income for the fourth quarter of fiscal 2023 of $15.7 million, or $0.20 per fully-diluted share. Non-GAAP net income for fiscal 2024 was $90.2 million, or $1.15 per fully-diluted share, compared to net income of $56.8 million, or $0.73 per fully-diluted share for fiscal 2023. On a non-GAAP basis, gross margin for the fourth quarter of 2024 was 40.2%, compared with 42.2% in the third quarter of 2024, and 42.1% in the fourth quarter of 2023. Non-GAAP gross margin for fiscal 2024 was 41.7%, compared to 40.7% for fiscal 2023.

    A reconciliation of GAAP to non-GAAP measures is provided in the schedules included below.

    GAAP net cash provided by operating activities for the fourth quarter of fiscal 2024 was $35.9 million, compared to $26.7 million for the third quarter of fiscal 2024, and $9.3 million for the fourth quarter of fiscal 2023. Free cash flow for the fourth quarter of fiscal 2024 was $28.8 million, compared to free cash flow for the third quarter of fiscal 2024 of $20.0 million, and free cash flow for the fourth quarter of 2023 of negative $0.3 million. GAAP net cash provided by operating activities for fiscal 2024 was $117.5 million, compared to $64.6 million for fiscal 2023. Free cash flow for fiscal 2024 and fiscal 2023 was $82.8 million and $11.4 million, respectively. A reconciliation of net cash provided by operating activities to non-GAAP free cash flow is provided in the schedules included below.

    Outlook

    Dr. Slessor added, “We continue to see slow demand in important high-unit-volume markets, like client PCs and mobile handsets, through the first quarter, with anticipated sequential reductions in demand for both non-HBM DRAM probe cards and Systems. That notwithstanding, as we move through 2025, we expect an overall increase in demand for FormFactor’s products.”

    For the first quarter ending March 29, 2025, FormFactor is providing the following outlook*:

        GAAP   Reconciling Items**   Non-GAAP
    Revenue   $170 million +/- $5 million     $170 million +/- $5 million
    Gross Margin   36.5% +/- 1.5%   $3 million   38% +/- 1.5%
    Net income per diluted share   $0.07 +/- $0.04   $0.12   $0.19 +/- $0.04

    *This outlook assumes consistent foreign currency rates.
    **Reconciling items are stock-based compensation, amortization of intangible assets and fixed asset fair value adjustments due to acquisitions, and restructuring charges, net of applicable income tax impacts.

    We posted our revenue breakdown by geographic region, by market segment and with customers with greater than 10% of total revenue on the Investor Relations section of our website at www.formfactor.com. We will conduct a conference call at 1:25 p.m. PT, or 4:25 p.m. ET, today.

    The public is invited to listen to a live webcast of FormFactor’s conference call on the Investor Relations section of our website at www.formfactor.com. A telephone replay of the conference call will be available approximately two hours after the conclusion of the call. The replay will be available on the Investor Relations section of our website, www.formfactor.com.

    Use of Non-GAAP Financial Information:

    To supplement our condensed consolidated financial results prepared under generally accepted accounting principles, or GAAP, we disclose certain non-GAAP measures of non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and free cash flow, that are adjusted from the nearest GAAP financial measure to exclude certain costs, expenses, gains and losses. Reconciliations of the adjustments to GAAP results for the three and twelve months ended months ended December 28, 2024, and for outlook provided before, as well as for the comparable periods of fiscal 2023, are provided below, and on the Investor Relations section of our website at www.formfactor.com. Information regarding the ways in which management uses non-GAAP financial information to evaluate its business, management’s reasons for using this non-GAAP financial information, and limitations associated with the use of non-GAAP financial information, is included under “About our Non-GAAP Financial Measures” following the tables below.

    About FormFactor:

    FormFactor, Inc. (NASDAQ: FORM), is a leading provider of essential test and measurement technologies along the full semiconductor product life cycle – from characterization, modeling, reliability, and design de-bug, to qualification and production test. Semiconductor companies rely upon FormFactor’s products and services to accelerate profitability by optimizing device performance and advancing yield knowledge. The Company serves customers through its network of facilities in Asia, Europe, and North America. For more information, visit the Company’s website at www.formfactor.com.

    Forward-looking Statements:

    This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the federal securities laws, including with respect to the Company’s future financial and operating results, and the Company’s plans, strategies and objectives for future operations. These statements are based on management’s current expectations and beliefs as of the date of this release, and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding future financial and operating results, including under the heading “Outlook” above, customer demand, conditions in the semiconductor industry, the timing of completion of the FICT acquisition, the expected benefit thereof and other statements regarding the Company’s business. Forward-looking statements may contain words such as “may,” “might,” “will,” “expect,” “plan,” “anticipate,” “forecast,” and “continue,” the negative or plural of these words and similar expressions, and include the assumptions that underlie such statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in demand for the Company’s products; customer-specific demand; market opportunity; anticipated industry trends; delays in the consummation of the FICT acquisition; the potential impact on the business of FormFactor and FICT due to uncertainties in connection with the acquisition; the retention of employees of FICT following acquisition; the ability of FormFactor to achieve expected benefits from the FICT acquisition; the availability, benefits, and speed of customer acceptance or implementation of new products and technologies; manufacturing, processing, and design capacity, goals, expansion, volumes, and progress; difficulties or delays in research and development; industry seasonality; risks to the Company’s realization of benefits from acquisitions, investments in capacity and investments in new electronic data systems and information technology; reliance on customers or third parties (including suppliers); changes in macro-economic environments; events affecting global and regional economic and market conditions and stability such as military conflicts, political volatility, infectious diseases and pandemics, and similar factors, operating separately or in combination; and other factors, including those set forth in the Company’s most current annual report on Form 10-K, quarterly reports on Form 10-Q and other filings by the Company with the U.S. Securities and Exchange Commission. In addition, there are varying barriers to international trade, including restrictive trade and export regulations such as the US-China restrictions, dynamic tariffs, trade disputes between the U.S. and other countries, and national security developments or tensions, that may substantially restrict or condition our sales to or in certain countries, increase the cost of doing business internationally, and disrupt our supply chain. No assurances can be given that any of the events anticipated by the forward-looking statements within this press release will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Unless required by law, the Company is under no obligation (and expressly disclaims any such obligation) to update or revise its forward-looking statements whether as a result of new information, future events, or otherwise.

     
    FORMFACTOR, INC. 
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended   Twelve Months Ended
      December 28,
    2024
      September 28,
    2024
      December 30,
    2023
      December 28,
    2024
      December 30,
    2023
    Revenues $ 189,483     $ 207,917     $ 168,163     $ 763,599     $ 663,102  
    Cost of revenues   115,903       123,212       100,229       455,676       404,522  
    Gross profit   73,580       84,705       67,934       307,923       258,580  
    Operating expenses:                  
    Research and development   30,504       31,243       28,166       121,938       115,765  
    Selling, general and administrative   35,226       35,607       31,451       141,786       133,012  
    Total operating expenses   65,730       66,850       59,617       263,724       248,777  
    Gain on sale of business               72,953       20,581       72,953  
    Operating income   7,850       17,855       81,270       64,780       82,756  
    Interest income, net   3,472       3,650       2,376       13,693       6,796  
    Other income (expense), net   617       (558 )     (1,546 )     939       (285 )
    Income before income taxes   11,939       20,947       82,100       79,412       89,267  
    Provision for income taxes   2,234       2,211       6,254       9,798       6,880  
    Net income $ 9,705     $ 18,736     $ 75,846     $ 69,614     $ 82,387  
    Net income per share:                  
    Basic $ 0.13     $ 0.24     $ 0.98     $ 0.90     $ 1.06  
    Diluted $ 0.12     $ 0.24     $ 0.97     $ 0.89     $ 1.05  
    Weighted-average number of shares used in per share calculations:                
    Basic   77,267       77,406       77,684       77,340       77,370  
    Diluted   77,982       78,439       78,410       78,437       78,159  
     
    FORMFACTOR, INC. 
    NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended   Twelve Months Ended
      December 28,
    2024
      September 28,
    2024
      December 30,
    2023
      December 28,
    2024
      December 30,
    2023
    GAAP Gross Profit $ 73,580     $ 84,705     $ 67,934     $ 307,923     $ 258,580  
    Adjustments:                  
    Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions   555       530       756       2,216       4,336  
    Stock-based compensation   1,944       1,934       2,053       7,738       6,854  
    Restructuring charges   32       524             639       357  
    Non-GAAP Gross Profit $ 76,111     $ 87,693     $ 70,743     $ 318,516     $ 270,127  
                       
    GAAP Gross Margin   38.8 %     40.7 %     40.4 %     40.3 %     39.0 %
    Adjustments:                  
    Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions   0.4 %     0.3 %     0.5 %     0.3 %     0.6 %
    Stock-based compensation   1.0 %     0.9 %     1.2 %     1.0 %     1.0 %
    Restructuring charges   %     0.3 %     %     0.1 %     0.1 %
    Non-GAAP Gross Margin   40.2 %     42.2 %     42.1 %     41.7 %     40.7 %
                       
    GAAP operating expenses $ 65,730     $ 66,850     $ 59,617     $ 263,724     $ 248,777  
    Adjustments:                  
    Amortization of intangibles and other   (191 )     (191 )     (518 )     (764 )     (4,081 )
    Stock-based compensation   (8,269 )     (7,002 )     (7,230 )     (32,025 )     (31,762 )
    Restructuring charges   (371 )     (298 )           (767 )     (1,183 )
    Costs related to sale and acquisition of businesses   (1,689 )     (13 )     (268 )     (2,391 )     (2,407 )
    Non-GAAP operating expenses $ 55,210     $ 59,346     $ 51,601     $ 227,777     $ 209,344  
                       
    GAAP operating income $ 7,850     $ 17,855     $ 81,270     $ 64,780     $ 82,756  
    Adjustments:                  
    Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other   746       721       1,274       2,980       8,417  
    Stock-based compensation   10,213       8,936       9,283       39,763       38,616  
    Restructuring charges   403       822             1,406       1,540  
    Gain on sale of business, net of cost related to sale and acquisition of businesses   1,689       13       (72,685 )     (18,190 )     (70,546 )
    Non-GAAP operating income $ 20,901     $ 28,347     $ 19,142     $ 90,739     $ 60,783  
     
    FORMFACTOR, INC. 
    NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended   Twelve Months Ended
      December 28,
    2024
      September 28,
    2024
      December 30,
    2023
      December 28,
    2024
      December 30,
    2023
    GAAP net income $ 9,705     $ 18,736     $ 75,846     $ 69,614     $ 82,387  
    Adjustments:                  
    Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other   746       721       1,274       2,980       8,417  
    Stock-based compensation   10,213       8,936       9,283       39,763       38,616  
    Restructuring charges   415       822             1,418       1,540  
    Gain on sale of business, net of cost related to sale and acquisition of businesses   1,689       13       (72,685 )     (18,190 )     (70,546 )
    Income tax effect of non-GAAP adjustments   (1,445 )     (2,002 )     2,026       (5,368 )     (3,624 )
    Non-GAAP net income $ 21,323     $ 27,226     $ 15,744     $ 90,217     $ 56,790  
                       
    GAAP net income per share:                  
    Basic $ 0.13     $ 0.24     $ 0.98     $ 0.90     $ 1.06  
    Diluted $ 0.12     $ 0.24     $ 0.97     $ 0.89     $ 1.05  
                       
    Non-GAAP net income per share:                  
    Basic $ 0.28     $ 0.35     $ 0.20     $ 1.17     $ 0.73  
    Diluted $ 0.27     $ 0.35     $ 0.20     $ 1.15     $ 0.73  
     
    FORMFACTOR, INC. 
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
    (Unaudited)
     
      Twelve Months Ended
      December 28,
    2024
      December 30,
    2023
    Cash flows from operating activities:      
    Net income $ 69,614     $ 82,387  
    Selected adjustments to reconcile net income to net cash provided by operating activities:      
    Depreciation   30,321       30,603  
    Amortization   2,582       6,850  
    Stock-based compensation expense   39,763       38,616  
    Provision for excess and obsolete inventories   12,342       15,003  
    Gain on sale of business   (20,581 )     (72,953 )
    Non-cash restructuring charges   428        
    Other activity impacting operating cash flows   (16,507 )     (35,904 )
    Net cash provided by operating activities   117,534       64,602  
    Cash flows from investing activities:      
    Acquisition of property, plant and equipment   (38,436 )     (56,027 )
    Proceeds from sale of business   21,585       101,785  
    Purchases of marketable securities, net   (15,129 )     (16,709 )
    Purchase of promissory note receivable   (1,500 )      
    Net cash provided by (used in) investing activities   (33,480 )     29,049  
    Cash flows from financing activities:      
    Purchase of common stock through stock repurchase program   (53,302 )     (19,801 )
    Proceeds from issuances of common stock   9,748       8,822  
    Principal repayments on term loans   (1,075 )     (1,045 )
    Tax withholdings related to net share settlements of equity awards   (19,983 )     (10,687 )
    Net cash used in financing activities   (64,612 )     (22,711 )
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   (3,509 )     (2,649 )
    Net increase in cash, cash equivalents and restricted cash   15,933       68,291  
    Cash, cash equivalents and restricted cash, beginning of period   181,273       112,982  
    Cash, cash equivalents and restricted cash, end of period $ 197,206     $ 181,273  
     
    FORMFACTOR, INC. 
    RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO NON-GAAP FREE CASH FLOW
    (In thousands)
    (Unaudited)
     
      Three Months Ended   Twelve Months Ended
      December 28,
    2024
      September 28,
    2024
      December 30,
    2023
      December 28,
    2024
      December 30,
    2023
    Net cash provided by operating activities $ 35,913     $ 26,731     $ 9,250     $ 117,534     $ 64,602  
    Adjustments:                  
    Sale of business and acquisition related payments in working capital   506       2,134       268       3,317       2,407  
    Cash paid for interest   93       97       105       391       422  
    Capital expenditures   (7,663 )     (8,939 )     (9,933 )     (38,436 )     (56,027 )
    Free cash flow $ 28,849     $ 20,023     $ (310 )   $ 82,806     $ 11,404  

     

     
    FORMFACTOR, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands)
    (Unaudited)
     
        December 28,
    2024
      September 28,
    2024
      December 30,
    2023
    ASSETS            
    Current assets:            
    Cash and cash equivalents   $ 190,728     $ 184,506     $ 177,812  
    Marketable securities     169,295       169,961       150,507  
    Accounts receivable, net of allowance for credit losses     104,294       116,866       102,957  
    Inventories, net     101,676       105,374       111,685  
    Restricted cash     3,746       3,773       1,152  
    Prepaid expenses and other current assets     35,389       34,302       29,667  
    Total current assets     605,128       614,782       573,780  
    Restricted cash     2,732       2,210       2,309  
    Operating lease, right-of-use-assets     22,579       25,034       30,519  
    Property, plant and equipment, net of accumulated depreciation     210,230       204,108       204,399  
    Goodwill     199,171       200,137       201,090  
    Intangibles, net     10,355       11,017       12,938  
    Deferred tax assets     92,012       92,826       78,964  
    Other assets     4,008       3,669       2,795  
    Total assets   $ 1,146,215     $ 1,153,783     $ 1,106,794  
                 
    LIABILITIES AND STOCKHOLDERS’ EQUITY            
    Current liabilities:            
    Accounts payable   $ 62,287     $ 52,086     $ 63,857  
    Accrued liabilities     43,742       46,508       41,037  
    Current portion of term loan, net of unamortized issuance costs     1,106       1,098       1,075  
    Deferred revenue     15,847       20,972       16,704  
    Operating lease liabilities     8,363       8,512       8,422  
    Total current liabilities     131,345       129,176       131,095  
    Term loan, less current portion, net of unamortized issuance costs     12,208       12,488       13,314  
    Long-term operating lease liabilities     17,550       19,731       25,334  
    Deferred grant     18,000       18,000       18,000  
    Other liabilities     19,344       19,378       10,247  
    Total liabilities     198,447       198,773       197,990  
                 
    Stockholders’ equity:            
    Common stock     77       77       77  
    Additional paid-in capital     837,586       845,466       861,448  
    Accumulated other comprehensive loss     (10,840 )     (1,773 )     (4,052 )
    Accumulated income     120,945       111,240       51,331  
    Total stockholders’ equity     947,768       955,010       908,804  
    Total liabilities and stockholders’ equity   $ 1,146,215     $ 1,153,783     $ 1,106,794  

    About our Non-GAAP Financial Measures:

    We believe that the presentation of non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and free cash flow provides supplemental information that is important to understanding financial and business trends and other factors relating to our financial condition and results of operations. Non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income are among the primary indicators used by management as a basis for planning and forecasting future periods, and by management and our board of directors to determine whether our operating performance has met certain targets and thresholds. Management uses non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income when evaluating operating performance because it believes that the exclusion of the items indicated herein, for which the amounts or timing may vary significantly depending upon our activities and other factors, facilitates comparability of our operating performance from period to period. We use free cash flow to conduct and evaluate our business as an additional way of viewing our liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows. Many investors also prefer to track free cash flow, as opposed to only GAAP earnings. Free cash flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures, and therefore it is important to view free cash flow as a complement to our entire consolidated statements of cash flows. We have chosen to provide this non-GAAP information to investors so they can analyze our operating results closer to the way that management does, and use this information in their assessment of our business and the valuation of our Company. We compute non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income, by adjusting GAAP net income, GAAP net income per basic and diluted share, GAAP gross profit, GAAP gross margin, GAAP operating expenses, and GAAP operating income to remove the impact of certain items and the tax effect, if applicable, of those adjustments. These non-GAAP measures are not in accordance with, or an alternative to, GAAP, and may be materially different from other non-GAAP measures, including similarly titled non-GAAP measures used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income, net income per basic and diluted share, gross profit, gross margin, operating expenses, or operating income in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. We may expect to continue to incur expenses of a nature similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income should not be construed as an inference that these costs are unusual, infrequent or non-recurring. For more information on the non-GAAP adjustments, please see the table captioned “Non-GAAP Financial Measure Reconciliations” and “Reconciliation of Cash Provided by Operating Activities to non-GAAP Free Cash Flow” included in this press release.

    Source: FormFactor, Inc.
    FORM-F

    Investor Contact:
    Stan Finkelstein
    Investor Relations
    (925) 290-4273
    ir@formfactor.com

    The MIL Network

  • MIL-OSI: LiveRamp Announces Results for Third Quarter FY25

    Source: GlobeNewswire (MIL-OSI)

    Revenue up 12% Year-Over-Year

    Fourth Consecutive Quarter of Double-Digit Revenue Growth

    Fiscal YTD Operating Cash Flow up 17% Year-Over-Year

    SAN FRANCISCO, Feb. 05, 2025 (GLOBE NEWSWIRE) — LiveRamp® (NYSE: RAMP), the leading data collaboration platform, today announced its financial results for the fiscal 2025 third quarter ended December 31, 2024.

    Q3 Financial Highlights1

    • Total revenue was $195 million, up 12%.
    • Subscription revenue was $146 million, up 10%.
    • Marketplace & Other revenue was $50 million, up 20%.
    • GAAP gross profit was $140 million, up 9%. GAAP gross margin compressed by two percentage points to 72%. Non-GAAP gross profit was $146 million, up 11%. Non-GAAP gross margin compressed by one percentage point to 74%.
    • GAAP operating income was $15 million, in-line with the prior year. GAAP operating margin compressed by one percentage point to 8%. Non-GAAP operating income was $45 million, up 24%. Non-GAAP operating margin expanded by two percentage points to 23%.
    • GAAP and Non-GAAP diluted earnings per share were $0.17 and $0.55, respectively.
    • Net cash provided by operating activities was $45 million, up from $17 million.
    • Third quarter share repurchases totaled approximately 368,000 shares for $10 million. Fiscal year to date through December 31, 2024 share repurchases totaled approximately 2.8 million shares for $76 million.

    A reconciliation between GAAP and non-GAAP results is provided in the schedules in this press release.

    Commenting on the results, CEO Scott Howe said, “We posted a strong quarter, with revenue and operating income exceeding our expectations, and revenue growing at a double-digit rate for the fourth consecutive quarter. Our sales momentum improved appreciably in the third quarter as our Data Collaboration Platform and clean room solution are resonating with customers. This confirms the substantial market demand for our platform that helps customers efficiently use their first-party data to deliver, measure and optimize their digital advertising.”

    GAAP and Non-GAAP Results
    The following table summarizes the Company’s financial results for the fiscal 2025 third quarter ended December 31, 2024 ($ in millions, except per share amounts):

    _________________________

    1 Unless otherwise indicated, all comparisons are to the prior year period.

           
      GAAP   Non-GAAP
      Q3 FY25 Q3 FY24   Q3 FY25 Q3 FY24
    Subscription revenue $146 $132  
    YoY change % 10% 5%  
    Marketplace & Other revenue $50 $42  
    YoY change % 20% 29%  
    Total revenue $195 $174  
    YoY change % 12% 10%  
               
    Gross profit $140 $129   $146 $131
    % Gross margin 72% 74%   74% 75%
    YoY change, pts (2 pts) 1 pt   (1 pt) (1 pt)
               
    Operating income $15 $15   $45 $36
    % Operating margin 8% 9%   23% 21%
    YoY change, pts (1 pt) 24 pts   2 pts 5 pts
               
    Net earnings $11 $14   $37 $32
    Diluted earnings per share $0.17 $0.21   $0.55 $0.47
               
    Shares to calculate diluted EPS 66.7 67.9   66.7 67.9
    YoY change % (2%) 5%   (2%) 4%
               
    Operating cash flow $45 $17  
    Free cash flow   $45 $14
               
    Totals and year-over-year changes may not reconcile due to rounding.
     

    A detailed discussion of our non-GAAP financial measures and a reconciliation between GAAP and non-GAAP results is provided in the schedules in this press release.

    Additional Business Highlights & Metrics

    • On February 25, 2025 we will host an investor day presentation in San Francisco (additional information). The event coincides with RampUp 2025, our annual customer and partner conference on February 25-27, 2025 (additional information).
    • In November 2024 we announced an expansion of the Quick Start Insights available on our Data Collaboration Platform to now offer media intelligence across a network of premium publishers. These standardized insights enable our customers to more quickly access and deploy media performance metrics — such as audience overlaps, optimal frequency, and last-touch attribution — from premium publisher and CTV data. As a result, LiveRamp customers now have a simplified way to enhance media buying and planning strategies and increase the time-to-value from clean room partnerships.
    • In January 2025 we announced in partnership with Mohegan, a leader in casino and entertainment destinations, the industry’s first casino media network. For the first time, brands can access Mohegan’s rich first-party insights to reach guests and players in addition to the ability to measure campaigns across the casino’s digital channels and on-premise experiences – such as in-app, loyalty programs, slot machines, and kiosks (additional information).
    • LiveRamp ended the quarter with 125 customers whose annualized subscription revenue exceeds $1 million, compared to 105 in the prior year period.
    • LiveRamp ended the quarter with 865 direct subscription customers, compared to 895 in the prior year period.
    • Subscription net retention was 108% and platform net retention was 111% for the quarter.
    • Annual recurring revenue (ARR), which is the last month of the quarter fixed subscription revenue annualized, was $491 million, up 10% compared to the prior year period.
    • Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $434 million, up 13% compared to the prior year period.

    Financial Outlook

    LiveRamp’s non-GAAP operating income guidance excludes the impact of non-cash stock compensation, purchased intangible asset amortization, and restructuring and related charges.

    For the fourth quarter of fiscal 2025, LiveRamp expects to report:

    • Revenue of between $184 million and $186 million, an increase of between 7% and 8%
    • GAAP operating loss of $8 million
    • Non-GAAP operating income of $22 million

    For fiscal 2025, LiveRamp increases its guidance and expects to report:

    • Revenue of between $741 million and $743 million, an increase of between 12% and 13%
    • GAAP operating income of $10 million
    • Non-GAAP operating income of $135 million

    Conference Call

    LiveRamp will hold a conference call today at 1:30 p.m. PT (4:30 p.m. ET) to further discuss this information. Interested parties are invited to listen to a webcast of the conference, which can be accessed on LiveRamp’s investor site. A slide presentation will be referenced during the call and is available here.

    About LiveRamp

    LiveRamp is a global technology company that helps companies build enduring brand and business value by collaborating responsibly with data. A groundbreaking leader in foundational identity, LiveRamp offers a connected customer view with clarity and context while protecting brand and consumer trust. We offer flexibility to collaborate wherever data lives to support a wide range of data collaboration use cases—within organizations, between brands, and across our global network of premier partners. Global innovators, from iconic consumer brands and tech platforms to retailers, financial services, and healthcare leaders, turn to LiveRamp to deepen customer engagement and loyalty, activate new partnerships, and maximize the value of their first-party data while staying on the forefront of rapidly evolving compliance and privacy requirements. LiveRamp is based in San Francisco, California with offices worldwide. Learn more at LiveRamp.com.

    Forward-Looking Statements

    This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”). These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company’s financial position, results of operations for fiscal 2025 and beyond, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation. Forward-looking statements are often identified by words or phrases such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” or the negative of these terms or other similar variations thereof.

    These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.

    Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in forward-looking statements are uncertainties related to high interest rates, cost increases, the possibility of a recession, general inflationary pressure, geo-political circumstances that could result in increased economic uncertainties and the associated impacts of these potential events on our suppliers, customers and partners; the Company’s dependence upon customer renewals, new customer additions and upsell within our subscription business; our reliance upon partners, including data suppliers; competition; rapidly changing technology’s impact on our products and services; the risk that we fail to realize the potential benefits of or have difficulty integrating acquired businesses (including Habu); and attracting, motivating and retaining talent. Additional risks include maintaining our culture and our ability to innovate and evolve while operating in a hybrid work environment, with some employees working remotely at least some of the time within a rapidly changing industry, while also avoiding disruption from reductions in our current workforce as well as disruptions resulting from acquisition, divestiture and other activities affecting our workforce. Our global workforce strategy could possibly encounter difficulty and not be as beneficial as planned. Our international operations are also subject to risks, including the performance of third parties as well as impacts from war and civil unrest, that may harm the Company’s business. The risk of a significant breach of the confidentiality of the information or the security of our or our customers’, suppliers’, or other partners’ data and/or computer systems, or the risk that our current insurance coverage may not be adequate for such a breach, that an insurer might deny coverage for a claim or that such insurance will continue to be available to us on commercially reasonable terms, or at all, could be detrimental to our business, reputation and results of operations. Other business risks include unfavorable publicity and negative public perception about our industry; interruptions or delays in service from data center or cloud hosting vendors we rely upon; and our dependence on the continued availability of third-party data hosting and transmission services. Our clients’ ability to use data on our platform could be restricted if the industry’s use of third-party cookies and tracking technology declines due to technology platform changes, regulation or increased user controls. Continued changes in the judicial, legislative, regulatory, accounting, cultural and consumer environments affecting our business, including but not limited to litigation, investigations, legislation, regulations and customs at the state, federal and international levels relating to information collection and use represents a risk, as well as changes in tax laws and regulations that are applied to our customers which could cause enterprise software budget tightening. In addition, third parties may claim that we are infringing their intellectual property or may infringe our intellectual property which could result in competitive injury and / or the incurrence of significant costs and draining of our resources.

    For a discussion of these and other risks and uncertainties that could affect LiveRamp’s business, reputation, results of operation, financial condition and stock price, please refer to LiveRamp’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of LiveRamp’s most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings.

    The financial information set forth in this press release reflects estimates based on information available at this time.

    LiveRamp assumes no obligation and does not currently intend to update these forward-looking statements.

    To automatically receive LiveRamp financial news by email, please visit www.LiveRamp.com and subscribe to email alerts.

    For more information, contact:

    LiveRamp Investor Relations
    Investor.Relations@LiveRamp.com

    LiveRamp® and RampID™ and all other LiveRamp marks contained herein are trademarks or service marks of LiveRamp, Inc. All other marks are the property of their respective owners.

    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
    (Dollars in thousands, except per share amounts)
                 
      For the three months ended December 31,
              $ %
      2024   2023   Variance Variance
                 
    Revenues 195,412   173,869   21,543   12.4 %
    Cost of revenue 54,998   44,934   10,064   22.4 %
    Gross profit 140,414   128,935   11,479   8.9 %
    % Gross margin 71.9%   74.2%      
                 
    Operating expenses            
    Research and development 42,735   37,788   4,947   13.1 %
    Sales and marketing 50,863   46,203   4,660   10.1 %
    General and administrative 31,994   27,241   4,753   17.4 %
    Gains, losses and other items, net 149   2,502   (2,353 ) (94.0 )%
    Total operating expenses 125,741   113,734   12,007   10.6 %
                 
    Income from operations 14,673   15,201   (528 ) (3.5 )%
    % Margin 7.5%   8.7%      
                 
    Total other income, net 4,033   6,607   (2,574 ) (39.0 )%
                 
    Income from continuing operations before income taxes 18,706   21,808   (3,102 ) (14.2 )%
    Income tax expense 9,184   8,429   755   9.0 %
    Net earnings from continuing operations 9,522   13,379   (3,857 ) (28.8 )%
                 
    Earnings from discontinued operations, net of tax 1,688   598   1,090   182.3 %
                 
    Net earnings 11,210   13,977   (2,767 ) (19.8 )%
                 
    Basic earnings per share:            
    Continuing operations 0.15   0.20   (0.06 ) (28.5 )%
    Discontinued operations 0.03   0.01   0.02   183.6 %
    Basic earnings per share 0.17   0.21   (0.04 ) (19.4 )%
                 
    Diluted earnings per share:            
    Continuing operations 0.14   0.20   (0.05 ) (27.5 )%
    Discontinued operations 0.03   0.01   0.02   187.4 %
    Diluted earnings per share 0.17   0.21   (0.04 ) (18.4 )%
                 
    Basic weighted average shares 65,631   65,961      
    Diluted weighted average shares 66,743   67,943      
                 
                 
    Some totals may not sum due to rounding.            
                 
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
    (Dollars in thousands, except per share amounts)
                 
      For the nine months ended December 31,
              $ %
      2024    2023    Variance Variance
                 
    Revenues 556,856   487,809   69,047   14.2 %
    Cost of revenue 157,981   131,767   26,214   19.9 %
    Gross profit 398,875   356,042   42,833   12.0 %
    % Gross margin 71.6 %   73.0 %      
                 
    Operating expenses            
    Research and development 130,742   106,040   24,702   23.3 %
    Sales and marketing 156,145   135,217   20,928   15.5 %
    General and administrative 94,324   79,914   14,410   18.0 %
    Gains, losses and other items, net 752   9,192   (8,440 ) (91.8 )%
    Total operating expenses 381,963   330,363   51,600   15.6 %
                 
    Income from operations 16,912   25,679   (8,767 ) (34.1 )%
    % Margin 3.0 %   5.3 %      
                 
    Total other income, net 12,674   17,887   (5,213 ) (29.1 )%
                 
    Income from continuing operations before income taxes 29,586   43,566   (13,980 ) (32.1 )%
    Income tax expense 25,821   27,297   (1,476 ) (5.4 )%
    Net earnings from continuing operations 3,765   16,269   (12,504 ) (76.9 )%
                 
    Earnings from discontinued operations, net of tax 1,688   985   703   71.4 %
                 
    Net earnings 5,453   17,254   (11,801 ) (68.4 )%
                 
    Basic earnings per share:            
    Continuing operations 0.06   0.25   (0.19 ) (76.8 )%
    Discontinued operations 0.03   0.01   0.01   71.5 %
    Basic earnings per share 0.08   0.26   (0.18 ) (68.4 )%
                 
    Diluted earnings per share:            
    Continuing operations 0.06   0.24   (0.18 ) (76.8 )%
    Discontinued operations 0.03   0.01   0.01   71.9 %
    Diluted earnings per share 0.08   0.25   (0.17 ) (68.3 )%
                 
    Basic weighted average shares 66,182   66,247      
    Diluted weighted average shares 67,505   67,733      
                 
                 
    Some totals may not sum due to rounding.            
                 
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
    (Unaudited)
    (Dollars in thousands, except per share amounts)
                   
      For the three months ended
    December 31,
      For the nine months ended
    December 31,
      2024   2023   2024   2023
                   
    Income from continuing operations before income taxes 18,706   21,808   29,586   43,566
    Income tax expense 9,184   8,429   25,821   27,297
    Net earnings from continuing operations 9,522   13,379   3,765   16,269
    Earnings from discontinued operations, net of tax 1,688   598   1,688   985
    Net earnings 11,210   13,977   5,453   17,254
                   
    Basic earnings per share 0.17   0.21   0.08   0.26
    Diluted earnings per share 0.17   0.21   0.08   0.25
                   
    Excluded items:              
    Purchased intangible asset amortization (cost of revenue) 3,686   1,181   11,280   5,688
    Non-cash stock compensation (cost of revenue and operating expenses) 26,760   17,497   83,813   46,524
    Restructuring and merger charges (gains, losses, and other) 149   2,502   752   9,192
    Transformation costs (general and administrative)       1,875
    Total excluded items from continuing operations 30,595   21,180   95,845   63,279
                   
    Income from continuing operations before income taxes and excluding items 49,301   42,988   125,431   106,845
    Income tax expense (2) 12,421   10,732   30,537   25,935
    Non-GAAP net earnings from continuing operations 36,880   32,256   94,894   80,910
                   
    Non-GAAP earnings per share from continuing operations              
    Basic 0.56   0.49   1.43   1.22
    Diluted 0.55   0.47   1.41   1.19
                   
    Basic weighted average shares 65,631   65,961   66,182   66,247
    Diluted weighted average shares 66,743   67,943   67,505   67,733
                   
                   
    (1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
                   
    (2) Non-GAAP income taxes were calculated by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusting for discrete tax items in the period. The differences between our GAAP and non-GAAP effective tax rates were primarily due to the net tax effects of the excluded items, coupled with the valuation allowance and smaller pre-tax income for GAAP purposes.
                   
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    RECONCILIATION OF GAAP TO NON-GAAP INCOME FROM OPERATIONS (1)
    (Unaudited)
    (Dollars in thousands)
                   
      For the three months ended
    December 31,
      For the nine months ended
    December 31,
      2024   2023   2024   2023
                   
    Income from operations 14,673   15,201   16,912   25,679
                   
    Excluded items:              
    Purchased intangible asset amortization (cost of revenue) 3,686   1,181   11,280   5,688
    Non-cash stock compensation (cost of revenue and operating expenses) 26,760   17,497   83,813   46,524
    Restructuring and merger charges (gains, losses, and other) 149   2,502   752   9,192
    Transformation costs (general and administrative)       1,875
    Total excluded items 30,595   21,180   95,845   63,279
                   
    Income from operations before excluded items 45,268   36,381   112,757   88,958
                   
                   
    (1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
                   
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    RECONCILIATION OF ADJUSTED EBITDA (1)
    (Unaudited)
    (Dollars in thousands)
                   
      For the three months ended
    December 31,
      For the nine months ended
    December 31,
      2024   2023   2024   2023
                   
    Net earnings from continuing operations 9,522   13,379   3,765   16,269
    Income tax expense 9,184   8,429   25,821   27,297
    Total other income, net (4,033)   (6,607)   (12,674)   (17,887)
                   
    Income from operations 14,673   15,201   16,912   25,679
    Depreciation and amortization 4,400   1,782   13,404   7,685
                   
    EBITDA 19,073   16,983   30,316   33,364
                   
    Other adjustments:              
    Non-cash stock compensation (cost of revenue and operating expenses) 26,760   17,497   83,813   46,524
    Restructuring and merger charges (gains, losses, and other) 149   2,502   752   9,192
    Transformation costs (general and administrative)       1,875
                   
    Other adjustments 26,909   19,999   84,565   57,591
                   
    Adjusted EBITDA 45,982   36,982   114,881   90,955
                   
                   
    (1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
                   
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Dollars in thousands)
                 
      December 31   March 31   $ %
      2024   2024   Variance Variance
    Assets            
    Current assets:            
    Cash and cash equivalents 376,772   336,867   39,905 11.8 %
    Restricted cash 593   2,604   (2,011) (77.2 )%
    Short-term investments 7,500   32,045   (24,545) (76.6 )%
    Trade accounts receivable, net 210,565   190,313   20,252 10.6 %
    Refundable income taxes, net 6,630   8,521   (1,891) (22.2 )%
    Other current assets 41,747   31,682   10,065 31.8 %
    Total current assets 643,807   602,032   41,775 6.9 %
                 
    Property and equipment 24,099   25,394   (1,295) (5.1 )%
    Less – accumulated depreciation and amortization 17,440   17,213   227 1.3 %
    Property and equipment, net 6,659   8,181   (1,522) (18.6 )%
                 
    Intangible assets, net 23,302   34,583   (11,281) (32.6 )%
    Goodwill 501,559   501,756   (197) (0.0 )%
    Deferred commissions, net 44,497   48,143   (3,646) (7.6 )%
    Other assets, net 33,389   36,748   (3,359) (9.1 )%
      1,253,213   1,231,443   21,770 1.8 %
                 
    Liabilities and Stockholders’ Equity            
    Current liabilities:            
    Trade accounts payable 105,334   81,202   24,132 29.7 %
    Accrued payroll and related expenses 35,639   61,575   (25,936) (42.1 )%
    Other accrued expenses 45,856   42,857   2,999 7.0 %
    Deferred revenue 44,795   30,942   13,853 44.8 %
    Total current liabilities 231,624   216,576   15,048 6.9 %
                 
    Other liabilities 63,882   65,732   (1,850) (2.8 )%
                 
    Stockholders’ equity:            
    Preferred stock     n/a  
    Common stock 15,853   15,594   259 1.7 %
    Additional paid-in capital 2,022,227   1,933,776   88,451 4.6 %
    Retained earnings 1,319,625   1,314,172   5,453 0.4 %
    Accumulated other comprehensive income 3,493   3,964   (471) (11.9 )%
    Treasury stock, at cost (2,403,491)   (2,318,371)   (85,120) 3.7 %
    Total stockholders’ equity 957,707   949,135   8,572 0.9 %
      1,253,213   1,231,443   21,770 1.8 %
                 
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
    (Dollars in thousands)
      For the three months ended December 31,
      2024   2023
    Cash flows from operating activities:      
    Net earnings 11,210   13,977
    Earnings from discontinued operations, net of tax (1,688)   (598)
    Non-cash operating activities:      
    Depreciation and amortization 4,400   1,782
    Loss on disposal or impairment of assets 99   911
    Provision for doubtful accounts (97)   544
    Deferred income taxes 11   (47)
    Non-cash stock compensation expense 26,760   17,497
    Changes in operating assets and liabilities:      
    Accounts receivable, net (19,013)   (24,778)
    Deferred commissions (1,042)   (4,235)
    Other assets (6,596)   (4,831)
    Accounts payable and other liabilities 23,829   21,639
    Income taxes (1,617)   (14,139)
    Deferred revenue 8,861   8,834
    Net cash provided by operating activities 45,117   16,556
    Cash flows from investing activities:      
    Capital expenditures (282)   (2,211)
    Cash paid in acquisitions, net of cash received (1,951)  
    Proceeds from sales of investments 1,994  
    Purchases of strategic investments (1,000)  
    Net cash used in investing activities (1,239)   (2,211)
    Cash flows from financing activities:      
    Proceeds related to the issuance of common stock under stock and employee benefit plans 2,304   1,646
    Shares repurchased for tax withholdings upon vesting of stock-based awards (1,565)   (547)
    Acquisition of treasury stock (10,098)   (10,000)
    Net cash used in financing activities (9,359)   (8,901)
    Cash flows from discontinued operations:      
    From operating activities 2,486   598
    Effect of exchange rate changes on cash (1,217)   735
           
    Net change in cash, cash equivalents and restricted cash 35,788   6,777
    Cash, cash equivalents and restricted cash at beginning of period 341,577   492,169
    Cash, cash equivalents and restricted cash at end of period 377,365   498,946
           
    Supplemental cash flow information:      
    Cash paid for income taxes, net from continuing operations 10,990   22,699
    Cash received for income taxes, net from discontinued operations (2,486)   (912)
    Cash paid for operating lease liabilities 2,495   2,551
           
    Non-cash investing and financing activities:      
    Operating lease assets obtained in exchange for operating lease liabilities 1,284  
    Purchases of property, plant and equipment remaining unpaid at period end 85   1,218
    Excise tax payable on net stock repurchases 64  
           
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
    (Dollars in thousands)
      For the nine months ended
    December 31,
      2024   2023
    Cash flows from operating activities:      
    Net earnings 5,453   17,254
    Earnings from discontinued operations, net of tax (1,688)   (985)
    Non-cash operating activities:      
    Depreciation and amortization 13,404   7,685
    Loss on disposal or impairment of assets 119   1,213
    Lease-related impairment and restructuring charges (36)   2,315
    Provision for doubtful accounts 1,148   307
    Impairment of goodwill   2,875
    Deferred income taxes 49   40
    Non-cash stock compensation expense 83,813   46,524
    Changes in operating assets and liabilities:      
    Accounts receivable, net (21,640)   (41,036)
    Deferred commissions 3,645   (7,142)
    Other assets (2,598)   912
    Accounts payable and other liabilities (8,165)   8,754
    Income taxes 3,953   29,560
    Deferred revenue 13,928   9,737
    Net cash provided by operating activities 91,385   78,013
    Cash flows from investing activities:      
    Capital expenditures (749)   (2,464)
    Cash paid in acquisitions, net of cash received (1,951)  
    Purchases of investments (1,967)   (24,385)
    Proceeds from sales of investments 26,989   25,750
    Purchases of strategic investments (1,400)   (1,000)
    Net cash provided by (used in) investing activities 20,922   (2,099)
    Cash flows from financing activities:      
    Proceeds related to the issuance of common stock under stock and employee benefit plans 8,631   7,221
    Shares repurchased for tax withholdings upon vesting of stock-based awards (9,305)   (5,116)
    Acquisition of treasury stock (75,751)   (45,325)
    Net cash used in financing activities (76,425)   (43,220)
    Cash flows from discontinued operations:      
    From operating activities 2,486   985
    Effect of exchange rate changes on cash (474)   819
           
    Net change in cash, cash equivalents and restricted cash 37,894   34,498
    Cash, cash equivalents and restricted cash at beginning of period 339,471   464,448
    Cash, cash equivalents and restricted cash at end of period 377,365   498,946
           
    Supplemental cash flow information:      
    Cash paid (received) for income taxes, net from continuing operations 21,990   (2,440)
    Cash received for income taxes, net from discontinued operations (2,486)   (1,507)
    Cash received for tenant improvement allowances (1,758)  
    Cash paid for operating lease liabilities 7,372   7,699
           
    Non-cash investing and financing activities:      
    Operating lease assets obtained in exchange for operating lease liabilities 2,327   11,677
    Operating lease assets, and related lease liabilities, relinquished in lease terminations (555)   (4,486)
    Purchases of property, plant and equipment remaining unpaid at period end 85   1,218
    Excise tax payable on net stock repurchases 64  
           
    LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
    CALCULATION OF FREE CASH FLOW (1)
    (Unaudited)
    (Dollars in thousands)
                           
                           
        6/30/2023 9/30/2023 12/31/2023 3/31/2024 FY2024   6/30/2024 9/30/2024 12/31/2024 FY2025
                           
    Net cash provided by (used in) operating activities $ 25,693   $ 35,764   $ 16,556   $ 27,643   $ 105,656     $ (9,328 ) $ 55,596   $ 45,117   $ 91,385  
                           
    Less:                    
      Capital expenditures   (53 )   (200 )   (2,211 )   (1,791 )   (4,255 )     (226 )   (241 )   (282 )   (749 )
                           
    Free Cash Flow $ 25,640   $ 35,564   $ 14,345   $ 25,852   $ 101,401     $ (9,554 ) $ 55,355   $ 44,835   $ 90,636  
                           
                           
    (1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
                           
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
    (Dollars in thousands, except per share amounts)
                            Qtr-to-Qtr
      FY2024   FY2025   FY2025 to FY2024
      6/30/2023 9/30/2023 12/31/2023 3/31/2024 FY2024   6/30/2024 9/30/2024 12/31/2024 FY2025   % $
                               
    Revenues   154,069     159,871     173,869     171,852     659,661       175,961     185,483     195,412     556,856     12.4%   21,543  
    Cost of revenue   45,621     41,212     44,934     47,722     179,489       51,749     51,234     54,998     157,981     22.4%   10,064  
    Gross profit   108,448     118,659     128,935     124,130     480,172       124,212     134,249     140,414     398,875     8.9%   11,479  
    % Gross margin   70.4 %     74.2 %     74.2 %     72.2 %     72.8 %       70.6 %     72.4 %     71.9 %     71.6 %        
                               
    Operating expenses                          
    Research and development   34,519     33,733     37,788     45,161     151,201       44,118     43,889     42,735     130,742     13.1%   4,947  
    Sales and marketing   44,879     44,135     46,203     60,476     195,693       54,175     51,107     50,863     156,145     10.1%   4,660  
    General and administrative   26,664     26,009     27,241     30,252     110,166       30,961     31,369     31,994     94,324     17.4%   4,753  
    Gains, losses and other items, net   116     6,574     2,502     2,516     11,708       206     397     149     752     (94.0)%   (2,353)  
    Total operating expenses   106,178     110,451     113,734     138,405     468,768       129,460     126,762     125,741     381,963     10.6%   12,007  
                               
    Income (loss) from operations   2,270     8,208     15,201     (14,275)     11,404       (5,248)     7,487     14,673     16,912     (3.5)%   (528)  
    % Margin   5.0 %     24.3 %     40.2 %     (31.6)%     1.7 %       (3.0)%     4.0 %     7.5 %     3.0 %        
                               
    Total other income, net   4,849     6,431     6,607     5,070     22,957       4,444     4,197     4,033     12,674     (39.0)%   (2,574)  
                               
    Income (loss) from continuing operations before income taxes   7,119     14,639     21,808     (9,205)     34,361       (804)     11,684     18,706     29,586     (14.2)%   (3,102)  
    Income tax expense (benefit)   8,705     10,163     8,429     (3,027)     24,270       6,685     9,952     9,184     25,821     9.0%   755  
    Net earnings (loss) from continuing operations   (1,586)     4,476     13,379     (6,178)     10,091       (7,489)     1,732     9,522     3,765     (28.8)%   (3,857)  
                               
    Earnings from discontinued operations, net of tax       387     598     805     1,790               1,688     1,688     182.3%   1,090  
                               
    Net earnings (loss) $ (1,586)   $ 4,863   $ 13,977   $ (5,373)   $ 11,881     $ (7,489)   $ 1,732   $ 11,210   $ 5,453     (19.8)%   (2,767)  
                               
    Basic earnings (loss) per share:                          
    Continuing Operations   (0.02)     0.07     0.20     (0.09)     0.15       (0.11)     0.03     0.15     0.06     (28.5)%   (0.06)  
    Discontinued Operations   0.00     0.01     0.01     0.01     0.03       0.00     0.00     0.03     0.03     183.7%   0.02  
    Basic earnings (loss) per share   (0.02)     0.07     0.21     (0.08)     0.18       (0.11)     0.03     0.17     0.08     (19.4)%   (0.04)  
                               
    Diluted earnings (loss) per share:                          
    Continuing Operations   (0.02)     0.07     0.20     (0.09)     0.15       (0.11)     0.03     0.14     0.06     (27.5)%   (0.05)  
    Discontinued Operations   0.00     0.01     0.01     0.01     0.03       0.00     0.00     0.03     0.03     187.3%   0.02  
    Diluted earnings (loss) per share   (0.02)     0.07     0.21     (0.08)     0.17       (0.11)     0.03     0.17     0.08     (18.4)%   (0.04)  
                               
                               
    Basic weighted average shares   66,497     66,284     65,961     66,323     66,266       66,621     66,294     65,631     66,182        
    Diluted weighted average shares   66,497     67,868     67,943     66,323     67,918       66,621     67,309     66,743     67,505        
                               
    Some earnings (loss) per share amounts may not add due to rounding.                
                               
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
    (Unaudited)
    (Dollars in thousands)
      FY2024   FY2025
      6/30/2023 9/30/2023 12/31/2023 3/31/2024 FY2024   6/30/2024 9/30/2024 12/31/2024 FY2025
    Expenses:                    
    Cost of revenue 45,621   41,212   44,934   47,722   179,489     51,749   51,234   54,998   157,981  
    Research and development 34,519   33,733   37,788   45,161   151,201     44,118   43,889   42,735   130,742  
    Sales and marketing 44,879   44,135   46,203   60,476   195,693     54,175   51,107   50,863   156,145  
    General and administrative 26,664   26,009   27,241   30,252   110,166     30,961   31,369   31,994   94,324  
    Gains, losses and other items, net 116   6,574   2,502   2,516   11,708     206   397   149   752  
                         
    Gross profit, continuing operations: 108,448   118,659   128,935   124,130   480,172     124,212   134,249   140,414   398,875  
    % Gross margin 70.4%   74.2%   74.2%   72.2%   72.8%     70.6%   72.4%   71.9%   71.6%  
                         
    Excluded items:                    
    Purchased intangible asset amortization (cost of revenue) 3,290   1,217   1,181   3,097   8,785     3,846   3,748   3,686   11,280  
    Non-cash stock compensation (cost of revenue) 629   629   817   1,478   3,553     1,596   1,499   1,455   4,550  
    Non-cash stock compensation (research and development) 5,077   5,293   6,960   9,859   27,189     10,205   10,920   10,085   31,210  
    Non-cash stock compensation (sales and marketing) 3,736   4,786   4,089   6,337   18,948     7,093   7,383   7,278   21,754  
    Non-cash stock compensation (general and administrative) 3,850   5,027   5,631   7,106   21,614     9,091   9,266   7,942   26,299  
    Restructuring charges (gains, losses, and other) 116   6,574   2,502   2,516   11,708     206   397   149   752  
    Transformation costs (general and administrative) 1,875         1,875            
    Total excluded items 18,573   23,526   21,180   30,393   93,672     32,037   33,213   30,595   95,845  
                         
    Expenses, excluding items:                    
    Cost of revenue 41,702   39,366   42,936   43,147   167,151     46,307   45,987   49,857   142,151  
    Research and development 29,442   28,440   30,828   35,302   124,012     33,913   32,969   32,650   99,532  
    Sales and marketing 41,143   39,349   42,114   54,139   176,745     47,082   43,724   43,585   134,391  
    General and administrative 20,939   20,982   21,610   23,146   86,677     21,870   22,103   24,052   68,025  
                         
    Gross profit, excluding items: 112,367   120,505   130,933   128,705   492,510     129,654   139,496   145,555   414,705  
    % Gross margin 72.9%   75.4%   75.3%   74.9%   74.7%     73.7%   75.2%   74.5%   74.5%  
                         
    (1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
                         
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
    (Unaudited)
    (Dollars in thousands, except per share amounts)
      FY2024   FY2025
      6/30/2023 9/30/2023 12/31/2023 3/31/2024 FY2024   6/30/2024 9/30/2024 12/31/2024 FY2025
                         
    Income (loss) from continuing operations before income taxes 7,119 14,639 21,808 (9,205) 34,361   (804) 11,684 18,706 29,586
    Income tax expense (benefit) 8,705 10,163 8,429 (3,027) 24,270   6,685 9,952 9,184 25,821
    Net earnings (loss) from continuing operations (1,586) 4,476 13,379 (6,178) 10,091   (7,489) 1,732 9,522 3,765
                         
    Earnings from discontinued operations, net of tax 387 598 805 1,790   1,688 1,688
                         
    Net earnings (loss) (1,586) 4,863 13,977 (5,373) 11,881   (7,489) 1,732 11,210 5,453
                         
    Earnings (loss) per share:                    
    Basic (0.02) 0.07 0.21 (0.08) 0.18   (0.11) 0.03 0.17 0.08
    Diluted (0.02) 0.07 0.21 (0.08) 0.17   (0.11) 0.03 0.17 0.08
                         
    Excluded items:                    
    Purchased intangible asset amortization (cost of revenue) 3,290 1,217 1,181 3,097 8,785   3,846 3,748 3,686 11,280
    Non-cash stock compensation (cost of revenue and operating expenses) 13,292 15,735 17,497 24,780 71,304   27,985 29,068 26,760 83,813
    Restructuring and merger charges (gains, losses, and other) 116 6,574 2,502 2,516 11,708   206 397 149 752
    Transformation costs (general and administrative) 1,875 1,875  
    Total excluded items from continuing operations 18,573 23,526 21,180 30,393 93,672   32,037 33,213 30,595 95,845
                         
    Income from continuing operations before income taxes and excluding items 25,692 38,165 42,988 21,188 128,033   31,233 44,897 49,301 125,431
    Income tax expense (2) 6,167 9,036 10,732 3,947 29,882   7,371 10,745 12,421 30,537
    Non-GAAP net earnings from continuing operations 19,525 29,129 32,256 17,241 98,151   23,862 34,152 36,880 94,894
                         
    Non-GAAP earnings per share from continuing operations                    
    Basic 0.29 0.44 0.49 0.26 1.48   0.36 0.52 0.56 1.43
    Diluted 0.29 0.43 0.47 0.25 1.45   0.35 0.51 0.55 1.41
                         
    Basic weighted average shares 66,497 66,284 65,961 66,323 66,266   66,621 66,294 65,631 66,182
    Diluted weighted average shares 67,388 67,868 67,943 68,471 67,918   68,463 67,309 66,743 67,505
                         
                         
    Some totals may not add due to rounding                    
                         
    (1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
                         
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    RECONCILIATION OF GAAP TO NON-GAAP OPERATING INCOME GUIDANCE (1)
    (Unaudited)
    (Dollars in thousands)
      For the   For the
      quarter ending   year ending
      March 31, 2025   March 31, 2025
           
           
           
    GAAP income (loss) from operations $ (8,000)   $ 10,000
           
    Excluded items:      
    Purchased intangible asset amortization   3,000     14,000
    Non-cash stock compensation   26,000     110,000
    Restructuring costs   1,000     1,000
    Total excluded items   30,000     125,000
           
    Non-GAAP income from operations $ 22,000   $ 135,000
           
           
    (1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
           
    APPENDIX A
    LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
    Q3 FISCAL 2025 FINANCIAL RESULTS
    EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS
     
    To supplement our financial results, we use non-GAAP measures which exclude certain acquisition related expenses, non-cash stock compensation and restructuring charges. We believe these measures are helpful in understanding our past performance and our future results. Our non-GAAP financial measures and schedules are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated GAAP financial statements. Our management regularly uses these non-GAAP financial measures internally to understand, manage and evaluate our business and to make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is also based in part on the performance of our business based on these non-GAAP measures.
     
    Our non-GAAP financial measures, including non-GAAP earnings (loss) per share, non-GAAP income (loss) from operations and adjusted EBITDA reflect adjustments based on the following items, as well as the related income tax effects when applicable:
     
    Purchased intangible asset amortization: We incur amortization of purchased intangibles in connection with our acquisitions. Purchased intangibles include (i) developed technology, (ii) customer and publisher relationships, and (iii) trade names. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance.
     
    Non-cash stock compensation: Non-cash stock compensation consists of charges for associate restricted stock units, performance shares and stock options in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options assumed in connection with our acquisitions. As we apply stock-based compensation standards, we believe that it is useful to investors to understand the impact of the application of these standards to our operational performance. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations.
     
    Restructuring charges: During the past several years, we have initiated certain restructuring activities in order to align our costs in connection with both our operating plans and our business strategies based on then-current economic conditions. As a result, we recognized costs related to termination benefits for employees whose positions were eliminated, lease and other contract termination charges, and asset impairments. These items, as well as third party expenses associated with business acquisitions in the current year, reported as gains, losses, and other items, net, are excluded from non-GAAP results because such amounts are not used by us to assess the core profitability of our business operations.
     
    Transformation costs: In previous years, we incurred significant expenses to separate the financial statements of our operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and 3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our business. We substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, we incurred transaction support expenses and system separation costs related to the Company’s announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on our business and again during fiscal 2023 in response to macroeconomic conditions, we incurred significant costs associated with the assessment of strategic and operating plans, including our long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment.  Our criteria for excluding these costs are the same. We believe excluding these items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.
     
    Our non-GAAP financial schedules are:
     
    Non-GAAP EPS, Non-GAAP Income from Operations, and Non-GAAP expenses: Our Non-GAAP earnings per share, Non-GAAP income from operations, and Non-GAAP expenses reflect adjustments as described above, as well as the related tax effects where applicable.
     
    Adjusted EBITDA: Adjusted EBITDA is defined as net income from continuing operations before income taxes, other expenses, depreciation and amortization, and including adjustments as described above. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments and to compare our results to those of our competitors. We believe that the inclusion of Adjusted EBITDA provides useful supplementary information to and facilitates analysis by investors in evaluating the Company’s performance and trends. The presentation of Adjusted EBITDA is not meant to be considered in isolation or as an alternative to net earnings as an indicator of our performance.
     
    Free Cash Flow: To supplement our statement of cash flows, we use a non-GAAP measure of cash flow to analyze cash flows generated from operations. Free cash flow is defined as operating cash flow less capital expenditures. Management believes that this measure of cash flow is meaningful since it represents the amount of money available from continuing operations for the Company’s discretionary spending. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.
     

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    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    • Fourth quarter revenue of $235.7 million, up 11% year-over-year; full year revenue of $900.0 million, up 13% year-over-year.
    • Fourth quarter calculated current billings of $302.2 million, up 11% year-over-year; full year calculated current billings of $969.5 million, up 11% year-over-year.
    • Full year net cash provided by operating activities of $217.5 million; full year unlevered free cash flow of $237.8 million.

    COLUMBIA, Md., Feb. 05, 2025 (GLOBE NEWSWIRE) — Tenable Holdings, Inc. (“Tenable”) (Nasdaq: TENB), the exposure management company, today announced financial results for the quarter and year ended December 31, 2024.

    “We are very pleased with the results for the quarter as we delivered better-than-expected CCB, revenue, operating income, EPS and unlevered free cash flow,” said Steve Vintz, Co-CEO and CFO of Tenable. “Our outperformance was driven by strong traction in cloud and Tenable One as customers look to secure cloud and get a holistic view of their environment.”

    “We continue to drive incredible value for our customers resulting in a strong quarter for six-figure additions, many of which were Tenable One deals,” said Mark Thurmond, Co-CEO and COO of Tenable. “We are winning marquee, large deals with our exposure management products and are laser focused on continuing to deliver on our customer-driven roadmap.”

    Fourth Quarter 2024 Financial Highlights

    • Revenue was $235.7 million, an 11% increase year-over-year.
    • Calculated current billings was $302.2 million, an 11% increase year-over-year.
    • GAAP income from operations was $13.0 million, compared to a loss of $14.3 million in the fourth quarter of 2023.
    • Non-GAAP income from operations was $59.4 million, compared to $36.1 million in the fourth quarter of 2023.
    • GAAP net income was $1.9 million, compared to a loss of $21.6 million in the fourth quarter of 2023.
    • GAAP diluted earnings per share was $0.02, compared to a loss per share of $0.19 in the fourth quarter of 2023.
    • Non-GAAP net income was $50.7 million, compared to $30.2 million in the fourth quarter of 2023.
    • Non-GAAP diluted earnings per share was $0.41, compared to $0.25 in the fourth quarter of 2023.
    • Net cash provided by operating activities was $81.1 million, compared to $38.5 million in the fourth quarter of 2023.
    • Unlevered free cash flow was $85.7 million, compared to $43.3 million in the fourth quarter of 2023.
    • Repurchased 1.2 million shares of our common stock for $50.0 million.

    Full Year 2024 Financial Highlights

    • Revenue was $900.0 million, a 13% increase year-over-year.
    • Calculated current billings was $969.5 million, an 11% increase year-over-year.
    • GAAP loss from operations was $6.9 million, compared to $52.2 million in 2023.
    • Non-GAAP income from operations was $184.1 million, compared to $121.0 million in 2023.
    • GAAP net loss was $36.3 million, compared to $78.3 million in 2023.
    • GAAP net loss per share was $0.31, compared to $0.68 in 2023.
    • Non-GAAP net income was $158.6 million, compared to $97.2 million in 2023.
    • Non-GAAP diluted earnings per share was $1.29, compared to $0.80 in 2023.
    • Cash and cash equivalents and short-term investments were $577.2 million at December 31, 2024, compared to $474.0 million at December 31, 2023.
    • Net cash provided by operating activities was $217.5 million, compared to $149.9 million in 2023.
    • Unlevered free cash flow was $237.8 million, compared to $175.4 million in 2023.
    • Repurchased 2.3 million shares of our common stock for $100.0 million.

    Recent Business Highlights

    • Added 485 new enterprise platform customers and 135 net new six-figure customers.
    • Announced our intent to acquire exposure management company Vulcan Cyber Ltd., whose capabilities will augment our industry-leading Exposure Management platform, adding enhanced visibility, extended third-party data flows, superior risk prioritization, and optimized remediation.
    • Launched Tenable Patch Management, an autonomous patch management solution built to quickly and effectively close vulnerability exposures.
    • Integrated Tenable Vulnerability Intelligence into Tenable Security Center and enhanced the solution’s risk prioritization and web application scanning features to streamline vulnerability analysis and response.
    • Published the 2024 Tenable Cloud Risk Report examining the critical risks at play in modern cloud environments. The report reflects findings by the Tenable Cloud Research team based on telemetry from millions of cloud resources across multiple public cloud repositories.

    Financial Outlook

    Our financial outlook excludes the impact of the potential acquisition of Vulcan Cyber, which we expect to close shortly.

    For the first quarter of 2025, we currently expect:

    • Revenue in the range of $232.0 million to $234.0 million.
    • Non-GAAP income from operations in the range of $42.0 million to $44.0 million.
    • Non-GAAP net income in the range of $35.0 million to $37.0 million, assuming interest income of $5.2 million, interest expense of $7.0 million and a provision for income taxes of $3.6 million.
    • Non-GAAP diluted earnings per share in the range of $0.28 to $0.30.
    • 124.0 million diluted weighted average shares outstanding.

    For the year ending December 31, 2025, we currently expect:

    • Calculated current billings in the range of $1.040 billion to $1.055 billion.
    • Revenue in the range of $971.0 million to $981.0 million.
    • Non-GAAP income from operations in the range of $213.0 million to $223.0 million.
    • Non-GAAP net income in the range of $189.0 million to $199.0 million, assuming interest income of $21.0 million, interest expense of $28.3 million and a provision for income taxes of $13.4 million.
    • Non-GAAP diluted earnings per share in the range of $1.52 to $1.60.
    • 124.5 million diluted weighted average shares outstanding.
    • Unlevered free cash flow in the range of $285.0 million to $295.0 million.

    Conference Call Information

    Tenable will host a conference call today, February 5, 2025, at 4:30 p.m. Eastern Time to discuss its financial results. The conference call can be accessed at 877-407-9716 (U.S.) and 201-493-6779 (international). A live webcast of the event will be available on the Tenable Investor Relations website at https://investors.tenable.com. An archived replay of the live broadcast will be available on the Investor Relations page of the website following the call.

    About Tenable

    Tenable® is the exposure management company, exposing and closing the cybersecurity gaps that erode business value, reputation and trust. The company’s AI-powered exposure management platform radically unifies security visibility, insight and action across the attack surface, equipping modern organizations to protect against attacks from IT infrastructure to cloud environments to critical infrastructure and everywhere in between. By protecting enterprises from security exposure, Tenable reduces business risk for approximately 44,000 customers around the globe. Learn more at tenable.com.

    Contact Information

    Investor Relations
    investors@tenable.com

    Media Relations
    tenablepr@tenable.com

    Forward-Looking Statements

    This press release includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our platform’s ability to help protect enterprises from security exposure and streamline vulnerability analysis and response, business strategy and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. These risks and uncertainties are detailed in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and other filings that we make from time to time with the SEC, which are available on the SEC’s website at sec.gov. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

    Non-GAAP Financial Measures

    To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance the overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

    We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by management for financial and operational decision-making. We include these non-GAAP financial measures to present our financial performance using a management view and because we believe that these measures provide an additional comparison of our core financial performance over multiple periods with other companies in our industry.

    Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.

    Calculated Current Billings: We define calculated current billings, a non-GAAP financial measure, as total revenue recognized in a period plus the change in current deferred revenue in the corresponding period. We believe that calculated current billings is a key metric to measure our periodic performance. Given that most of our customers pay in advance (including multi-year contracts), but we generally recognize the related revenue ratably over time, we use calculated current billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. We believe that calculated current billings, which excludes deferred revenue for periods beyond twelve months in a customer’s contractual term, more closely correlates with annual contract value and that the variability in total billings, depending on the timing of large multi-year contracts and the preference for annual billing versus multi-year upfront billing, may distort growth in one period over another.

    Free Cash Flow and Unlevered Free Cash Flow: We define free cash flow, a non-GAAP financial measure, as net cash provided by operating activities less purchases of property and equipment and capitalized software development costs. We believe free cash flow is an important liquidity measure of the cash that is available (if any), after purchases of property and equipment and capitalized software development costs, for investment in our business and to make acquisitions. We believe that free cash flow is useful as a liquidity measure because it measures our ability to generate cash. We define unlevered free cash flow as free cash flow plus cash paid for interest and other financing costs. We believe unlevered free cash flow is useful as a liquidity measure as it measures the cash that is available to invest in our business and meet our current debt obligations and future financing needs. However, given our debt obligations, non-cancelable commitments and other contractual obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.

    Non-GAAP Income from Operations and Non-GAAP Operating Margin: We define these non-GAAP financial measures as their respective GAAP measures, excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses, costs related to the intra-entity asset transfers resulting from the internal restructuring of legal entities, and amortization of acquired intangible assets. Acquisition-related expenses include transaction and integration expenses, as well as costs related to the intercompany transfer of acquired intellectual property. Restructuring expenses include non-ordinary course severance, employee related benefits, and other charges to reorganize business operations. We believe that the exclusion of these expenses provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude restructuring expenses.

    Non-GAAP Net Income and Non-GAAP Earnings Per Share: We define non-GAAP net income as GAAP net income (loss), excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses and amortization of acquired intangible assets, including the applicable tax impacts. In addition, we exclude the tax impact and related costs of intra-entity asset transfers resulting from the internal restructuring of legal entities as well as deferred income tax benefits recognized in connection with acquisitions. We use non-GAAP net income to calculate non-GAAP earnings per share.

    Non-GAAP Gross Profit and Non-GAAP Gross Margin: We define non-GAAP gross profit as GAAP gross profit, excluding the effect of stock-based compensation and amortization of acquired intangible assets. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of revenue.

    Non-GAAP Sales and Marketing Expense, Non-GAAP Research and Development Expense and Non-GAAP General and Administrative Expense: We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation, acquisition-related expenses and costs related to intra-entity asset transfers resulting from the internal restructuring of legal entities.

    TENABLE HOLDINGS, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (unaudited)
     
      Three Months Ended
    December 31,
      Year Ended
    December 31,
    (in thousands, except per share data) 2024   2023   2024   2023
    Revenue $ 235,731     $ 213,306     $ 900,021     $ 798,710  
    Cost of revenue(1)   51,439       48,803       199,668       183,577  
    Gross profit   184,292       164,503       700,353       615,133  
    Operating expenses:              
    Sales and marketing(1)   95,348       103,700       395,385       393,450  
    Research and development(1)   44,728       40,083       181,624       153,163  
    General and administrative(1)   31,241       30,567       124,130       116,181  
    Restructuring         4,499       6,070       4,499  
    Total operating expenses   171,317       178,849       707,209       667,293  
    Income (loss) from operations   12,975       (14,346 )     (6,856 )     (52,160 )
    Interest income   5,738       5,377       23,325       24,700  
    Interest expense   (7,587 )     (8,131 )     (31,920 )     (31,339 )
    Other expense, net   (2,577 )     (609 )     (3,435 )     (8,602 )
    Income (loss) before income taxes   8,549       (17,709 )     (18,886 )     (67,401 )
    Provision for income taxes   6,681       3,939       17,415       10,883  
    Net income (loss) $ 1,868     $ (21,648 )   $ (36,301 )   $ (78,284 )
                   
    Net earnings (loss) per share:              
    Basic $ 0.02     $ (0.19 )   $ (0.31 )   $ (0.68 )
    Diluted $ 0.02     $ (0.19 )   $ (0.31 )   $ (0.68 )
                   
    Weighted-average shares used to compute net earnings (loss) per share:              
    Basic   119,748       116,717       118,789       115,408  
    Diluted   123,853       116,717       118,789       115,408  
                                   

    _______________

    (1) Includes stock-based compensation as follows:

      Three Months Ended
    December 31,
      Year Ended
    December 31,
      2024   2023   2024   2023
    Cost of revenue $ 3,191   $ 2,705   $ 12,677   $ 11,247
    Sales and marketing   15,210     14,700     62,727     61,322
    Research and development   12,261     9,354     47,656     37,225
    General and administrative   10,052     9,756     40,455     35,533
    Total stock-based compensation $ 40,714   $ 36,515   $ 163,515   $ 145,327
                           
    TENABLE HOLDINGS, INC.
    CONSOLIDATED BALANCE SHEETS
    (unaudited)
     
      December 31,
    (in thousands, except per share data)   2024       2023  
    Assets      
    Current assets:      
    Cash and cash equivalents $ 328,647     $ 237,132  
    Short-term investments   248,547       236,840  
    Accounts receivable (net of allowance for doubtful accounts of $525 and $470 at December 31, 2024 and 2023, respectively)   258,734       220,060  
    Deferred commissions   51,791       49,559  
    Prepaid expenses and other current assets   53,026       61,882  
    Total current assets   940,745       805,473  
    Property and equipment, net   39,265       45,436  
    Deferred commissions (net of current portion)   67,914       72,394  
    Operating lease right-of-use assets   45,139       34,835  
    Acquired intangible assets, net   94,461       107,017  
    Goodwill   541,292       518,539  
    Other assets   13,303       23,177  
    Total assets $ 1,742,119     $ 1,606,871  
           
    Liabilities and Stockholders’ Equity      
    Current liabilities:      
    Accounts payable and accrued expenses $ 19,981     $ 16,941  
    Accrued compensation   55,784       66,492  
    Deferred revenue   650,372       580,779  
    Operating lease liabilities   6,801       5,971  
    Other current liabilities   5,154       5,655  
    Total current liabilities   738,092       675,838  
    Deferred revenue (net of current portion)   182,815       169,718  
    Term loan, net of issuance costs (net of current portion)   356,705       359,281  
    Operating lease liabilities (net of current portion)   56,224       48,058  
    Other liabilities   8,329       7,632  
    Total liabilities   1,342,165       1,260,527  
    Stockholders’ equity:      
    Common stock (par value: $0.01; 500,000 shares authorized, 122,371 and 117,504 shares issued at December 31, 2024 and 2023, respectively)   1,224       1,175  
    Additional paid-in capital   1,374,659       1,185,100  
    Treasury stock (at cost: 2,673 and 356 shares at December 31, 2024 and 2023, respectively)   (114,911 )     (14,934 )
    Accumulated other comprehensive income   318       38  
    Accumulated deficit   (861,336 )     (825,035 )
    Total stockholders’ equity   399,954       346,344  
    Total liabilities and stockholders’ equity $ 1,742,119     $ 1,606,871  
                   
    TENABLE HOLDINGS, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (unaudited)
     
      Year Ended December 31,
    (in thousands)   2024       2023  
    Cash flows from operating activities:      
    Net loss $ (36,301 )   $ (78,284 )
    Adjustments to reconcile net loss to net cash provided by operating activities:      
    Depreciation and amortization   33,209       27,108  
    Stock-based compensation   163,515       145,327  
    Net accretion of discounts and amortization of premiums on short-term investments   (7,595 )     (8,323 )
    Amortization of debt issuance costs   1,353       1,267  
    (Gain) loss on other investments   (1,452 )     5,617  
    Restructuring   4,528        
    Other   6,507       2,179  
    Changes in operating assets and liabilities:      
    Accounts receivable   (38,730 )     (30,042 )
    Prepaid expenses and other assets   26,170       1,689  
    Accounts payable, accrued expenses and accrued compensation   (8,257 )     7,071  
    Deferred revenue   82,581       81,755  
    Other current and noncurrent liabilities   (8,052 )     (5,509 )
    Net cash provided by operating activities   217,476       149,855  
           
    Cash flows from investing activities:      
    Purchases of property and equipment   (4,247 )     (1,704 )
    Capitalized software development costs   (6,451 )     (7,052 )
    Purchases of short-term investments   (287,797 )     (278,209 )
    Sales and maturities of short-term investments   283,964       317,651  
    Proceeds from other investments   3,512        
    Purchases of other investments   (1,250 )      
    Business combinations, net of cash acquired   (29,162 )     (243,301 )
    Net cash used in investing activities   (41,431 )     (212,615 )
           
    Cash flows from financing activities:      
    Payments on term loan   (3,750 )     (3,750 )
    Proceeds from stock issued in connection with the employee stock purchase plan   16,262       16,224  
    Proceeds from the exercise of stock options   8,064       3,501  
    Purchase of treasury stock   (99,977 )     (14,934 )
    Other financing activities         210  
    Net cash (used in) provided by financing activities   (79,401 )     1,251  
    Effect of exchange rate changes on cash and cash equivalents and restricted cash   (5,129 )     (2,225 )
    Net increase (decrease) in cash and cash equivalents and restricted cash   91,515       (63,734 )
    Cash and cash equivalents and restricted cash at beginning of year   237,132       300,866  
    Cash and cash equivalents and restricted cash at end of year $ 328,647     $ 237,132  
                   
    TENABLE HOLDINGS, INC.
    REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (unaudited)
     
    Revenue Three Months Ended
    December 31,
      Year Ended
    December 31,
    (in thousands)   2024     2023     2024     2023
    Subscription revenue $ 215,932   $ 193,880   $ 824,659   $ 725,013
    Perpetual license and maintenance revenue   11,833     12,194     47,774     48,729
    Professional services and other revenue   7,966     7,232     27,588     24,968
    Revenue(1) $ 235,731   $ 213,306   $ 900,021   $ 798,710
                           

    _______________

    (1) Recurring revenue, which includes revenue from subscription arrangements for software (both recognized ratably over the subscription term and upon delivery) and cloud-based solutions and maintenance associated with perpetual licenses, represented 95% and 96% of revenue, respectively, in the three months and year ended December 31, 2024 and 95% of revenue in the three months and year ended December 31, 2023.

    Calculated Current Billings Three Months Ended
    December 31,
      Year Ended
    December 31,
    (in thousands)   2024       2023       2024       2023  
    Revenue $ 235,731     $ 213,306     $ 900,021     $ 798,710  
    Deferred revenue (current), end of period   650,372       580,779       650,372       580,779  
    Deferred revenue (current), beginning of period(1)   (583,940 )     (522,449 )     (580,887 )     (506,192 )
    Calculated current billings $ 302,163     $ 271,636     $ 969,506     $ 873,297  
                                   

    _______________

    (1) Deferred revenue (current), beginning of period for the three months ended December 31, 2023 and years ended December 31, 2024 and 2023 includes $4.1 million, $0.1 million and $4.1 million, respectively, related to acquired deferred revenue.

    Remaining Performance Obligations At December 31,
    (in thousands)   2024     2023
    Remaining performance obligations, short-term $ 660,647   $ 595,053
    Remaining performance obligations, long-term   206,879     179,955
    Remaining performance obligations $ 867,526   $ 775,008
               
    Free Cash Flow and Unlevered Free Cash Flow Three Months Ended
    December 31,
      Year Ended
    December 31,
    (in thousands)   2024       2023       2024       2023  
    Net cash provided by operating activities $ 81,119     $ 38,505     $ 217,476     $ 149,855  
    Purchases of property and equipment   (2,323 )     (405 )     (4,247 )     (1,704 )
    Capitalized software development costs   (521 )     (2,345 )     (6,451 )     (7,052 )
    Free cash flow   78,275       35,755       206,778       141,099  
    Cash paid for interest and other financing costs   7,472       7,537       30,977       34,323  
    Unlevered free cash flow $ 85,747     $ 43,292     $ 237,755     $ 175,422  
                                   

    Free cash flow and unlevered free cash flow for the periods presented were impacted by:

      Three Months Ended
    December 31,
      Year Ended
    December 31,
    (in thousands)   2024       2023       2024       2023  
    Employee stock purchase plan activity $ 5,267     $ 3,584     $ (1,016 )   $ 1,077  
    Acquisition-related expenses   (170 )     (8,506 )     (1,496 )     (9,336 )
    Restructuring               (5,911 )      
    Tax payment on intra-entity asset transfer(1)   (1,232 )           (1,232 )      
                                   

    ________________

    (1) The tax payment on intra-entity asset transfer includes $0.3 million of interest that is included in cash paid for interest and other financing costs.

    Non-GAAP Income from Operations and Non-GAAP Operating Margin Three Months Ended
    December 31,
      Year Ended
    December 31,
    (dollars in thousands)   2024       2023       2024       2023  
    Income (loss) from operations $ 12,975     $ (14,346 )   $ (6,856 )   $ (52,160 )
    Stock-based compensation   40,714       36,515       163,515       145,327  
    Acquisition-related expenses   648       4,744       1,932       9,472  
    Restructuring         4,499       6,070       4,499  
    Amortization of acquired intangible assets   5,014       4,651       19,457       13,859  
    Non-GAAP income from operations $ 59,351     $ 36,063     $ 184,118     $ 120,997  
    Operating margin   6 %     (7) %     (1) %     (7) %
    Non-GAAP operating margin   25 %     17 %     20 %     15 %
                                   
    Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ended
    December 31,
      Year Ended
    December 31,
    (in thousands, except per share data)   2024       2023       2024       2023  
    Net income (loss) $ 1,868     $ (21,648 )   $ (36,301 )   $ (78,284 )
    Stock-based compensation   40,714       36,515       163,515       145,327  
    Tax impact of stock-based compensation(1)   1,219       971       2,845       2,017  
    Acquisition-related expenses(2)   648       4,744       1,932       9,472  
    Restructuring(2)         4,499       6,070       4,499  
    Amortization of acquired intangible assets(3)   5,014       4,651       19,457       13,859  
    Tax impact of acquisitions   (31 )     426       (161 )     265  
    Tax impact of intra-entity asset transfer(4)   1,232             1,232        
    Non-GAAP net income $ 50,664     $ 30,158     $ 158,589     $ 97,155  
                   
    Net earnings (loss) per share, diluted $ 0.02     $ (0.19 )   $ (0.31 )   $ (0.68 )
    Stock-based compensation   0.33       0.31       1.38       1.25  
    Tax impact of stock-based compensation(1)   0.01       0.01       0.03       0.02  
    Acquisition-related expenses(2)         0.04       0.02       0.08  
    Restructuring(2)         0.04       0.05       0.04  
    Amortization of acquired intangible assets(3)   0.04       0.04       0.16       0.11  
    Tax impact of acquisitions                      
    Tax impact of intra-entity asset transfer(4)   0.01             0.01        
    Adjustment to diluted earnings per share(5)               (0.05 )     (0.02 )
    Non-GAAP earnings per share, diluted $ 0.41     $ 0.25     $ 1.29     $ 0.80  
                   
    Weighted-average shares used to compute GAAP net earnings (loss) per share, diluted   123,853       116,717       118,789       115,408  
                   
    Weighted-average shares used to compute non-GAAP earnings per share, diluted   123,853       122,023       123,370       120,714  
                                   

    ________________

    (1) The tax impact of stock-based compensation is based on the tax treatment for the applicable tax jurisdictions.

    (2) The tax impact of acquisition-related expenses and restructuring charges are not material.

    (3) The tax impact of the amortization of acquired intangible assets is included in the tax impact of acquisitions.

    (4) The tax impact of the intra-entity asset transfer is additional tax incurred related to the 2021 internal restructuring of Indegy.

    (5) An adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares, when applicable.

    Non-GAAP Gross Profit and Non-GAAP Gross Margin Three Months Ended
    December 31,
      Year Ended
    December 31,
    (dollars in thousands)   2024       2023       2024       2023  
    Gross profit $ 184,292     $ 164,503     $ 700,353     $ 615,133  
    Stock-based compensation   3,191       2,705       12,677       11,247  
    Amortization of acquired intangible assets   5,014       4,651       19,457       13,859  
    Non-GAAP gross profit $ 192,497     $ 171,859     $ 732,487     $ 640,239  
    Gross margin   78 %     77 %     78 %     77 %
    Non-GAAP gross margin   82 %     81 %     81 %     80 %
                                   
    Non-GAAP Sales and Marketing Expense Three Months Ended
    December 31,
      Year Ended
    December 31,
    (dollars in thousands)   2024       2023       2024       2023  
    Sales and marketing expense $ 95,348     $ 103,700     $ 395,385     $ 393,450  
    Less: Stock-based compensation   15,210       14,700       62,727       61,322  
    Less: Acquisition-related expenses         512       52       512  
    Non-GAAP sales and marketing expense $ 80,138     $ 88,488     $ 332,606     $ 331,616  
    Non-GAAP sales and marketing expense % of revenue   34 %     41 %     37 %     42 %
                                   
    Non-GAAP Research and Development Expense Three Months Ended
    December 31,
      Year Ended
    December 31,
    (dollars in thousands)   2024       2023       2024       2023  
    Research and development expense $ 44,728     $ 40,083     $ 181,624     $ 153,163  
    Less: Stock-based compensation   12,261       9,354       47,656       37,225  
    Less: Acquisition-related expenses         2,880       (20 )     2,880  
    Non-GAAP research and development expense $ 32,467     $ 27,849     $ 133,988     $ 113,058  
    Non-GAAP research and development expense % of revenue   14 %     13 %     15 %     14 %
                                   
    Non-GAAP General and Administrative Expense Three Months Ended
    December 31,
      Year Ended
    December 31,
    (dollars in thousands)   2024       2023       2024       2023  
    General and administrative expense $ 31,241     $ 30,567     $ 124,130     $ 116,181  
    Less: Stock-based compensation   10,052       9,756       40,455       35,533  
    Less: Acquisition-related expenses   648       1,352       1,900       6,080  
    Non-GAAP general and administrative expense $ 20,541     $ 19,459     $ 81,775     $ 74,568  
    Non-GAAP general and administrative expense % of revenue   9 %     9 %     9 %     9 %
                                   

    The following adjustments to reconcile forecasted non-GAAP income from operations, non-GAAP net income, non-GAAP earnings per share, free cash flow and unlevered free cash flow are subject to a number of uncertainties and assumptions, each of which are inherently difficult to forecast. As a result, actual adjustments and GAAP results may differ materially.

    Forecasted Non-GAAP Income from Operations Three Months Ending
    March 31, 2025
      Year Ending
    December 31, 2025
    (in millions) Low   High   Low   High
    Forecasted (loss) income from operations $ (18.0 )   $ (16.0 )   $ 3.0   $ 13.0
    Forecasted stock-based compensation   55.0       55.0       190.0     190.0
    Forecasted amortization of acquired intangible assets   5.0       5.0       20.0     20.0
    Forecasted non-GAAP income from operations $ 42.0     $ 44.0     $ 213.0   $ 223.0
                               
    Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ending
    March 31, 2025
      Year Ending
    December 31, 2025
    (in millions, except per share data) Low   High   Low   High
    Forecasted net loss(1) $ (26.0 )   $ (24.0 )   $ (26.0 )   $ (16.0 )
    Forecasted stock-based compensation   55.0       55.0       190.0       190.0  
    Forecasted tax impact of stock-based compensation   1.0       1.0       5.0       5.0  
    Forecasted amortization of acquired intangible assets   5.0       5.0       20.0       20.0  
    Forecasted non-GAAP net income $ 35.0     $ 37.0     $ 189.0     $ 199.0  
                   
    Forecasted net loss per share, diluted(1) $ (0.22 )   $ (0.20 )   $ (0.21 )   $ (0.13 )
    Forecasted stock-based compensation   0.46       0.46       1.57       1.57  
    Forecasted tax impact of stock-based compensation   0.01       0.01       0.04       0.04  
    Forecasted amortization of acquired intangible assets   0.04       0.04       0.16       0.16  
    Adjustment to diluted earnings per share(2)   (0.01 )     (0.01 )     (0.04 )     (0.04 )
    Forecasted non-GAAP earnings per share, diluted $ 0.28     $ 0.30     $ 1.52     $ 1.60  
                   
    Forecasted weighted-average shares used to compute GAAP net loss per share, diluted   120.5       120.5       121.0       121.0  
    Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted   124.0       124.0       124.5       124.5  
                                   

    ________________
    (1) The forecasted GAAP net loss assumes income tax expense of $4.6 million and $18.4 million in the three months ending March 31, 2025 and year ending December 31, 2025, respectively.

    (2) Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.

    Forecasted Free Cash Flow and Unlevered Free Cash Flow Year Ending
    December 31, 2025
    (in millions) Low   High
    Forecasted net cash provided by operating activities $ 278.0     $ 288.0  
    Forecasted purchases of property and equipment   (17.0 )     (17.0 )
    Forecasted capitalized software development costs   (3.0 )     (3.0 )
    Forecasted free cash flow   258.0       268.0  
    Forecasted cash paid for interest and other financing costs   27.0       27.0  
    Forecasted unlevered free cash flow $ 285.0     $ 295.0  
                   

    The MIL Network

  • MIL-OSI USA: Chairman Aguilar: America will be less safe and more expensive because of Trump and Republican corruption

    Source: US House of Representatives – Democratic Caucus

    The following text contains opinion that is not, or not necessarily, that of MIL-OSI – February 05, 2025

    WASHINGTON, D.C. — Today, House Democratic Caucus Chair Pete Aguilar and Vice Chair Ted Lieu held a press conference on House Republicans’ failure to lower the high cost of living while prioritizing stealing taxpayer dollars from vital programs to pay for tax giveaways to billionaires.

    CHAIRMAN AGUILAR: Good morning. House Democrats had a productive Caucus this morning. Leader Jeffries laid out our path forward as we push back against the chaos and the corruption that we’ve seen from Donald Trump’s White House. 

    One thing is clear: with Trump and Republicans in control, America will be less safe and more expensive. We are less safe because an unelected billionaire with controversial ties to China has access to personal information for every American, including potentially tax and Social Security information. We’re less safe because President Trump released violent criminals into our communities, some with records of domestic violence, rape and attacking police officers. We are less safe because hundreds of FBI agents are on the verge of being fired for not being sufficiently loyal to Donald Trump. Women who serve in the military are less safe today because of an executive order Donald Trump signed preventing them from traveling across state lines to seek abortion care. 

    America is more expensive because egg prices are at an all time high, and Republicans in Congress have not taken a single step to reduce the cost of living. The reckless Republican tariffs will increase costs for households by $1,200 each year. Everything from groceries to alcohol to lumber used to build homes will be more expensive. The Republican rip off will increase health care costs by stealing from Medicaid to pay for tax cuts for billionaires and corporations. 

    The American people voted for solutions to their economic challenges and instead got a corrupt White House in an America that is less safe and more expensive. Vice Chair Ted Lieu. 

    VICE CHAIR LIEU: Thank you, Chairman Aguilar. Leader Jeffries has laid out a 10-point plan to fight back against the lawless actions of the Trump Administration. That plan has three themes. There’s going to be a legislative strategy, a mobilization strategy and a litigation strategy. To that end, over 25 lawsuits have already been filed. We expect that a number of these actions by the Trump Administration will be reversed because all the courts have to do is follow the law. And in fact, if you look at what happened, a number of Trump’s actions have been stopped or the Administration has simply folded. 

    The Administration wants you to think that they are invincible, that they are just rolling right along and doing all these things. That is simply not true. A number of times they have been stopped, and they have had to back down. So, for example, on the birthright citizenship order, a Reagan-appointed federal judge declared it unconstitutional, put an injunction on it. And then with the OMB freeze memo, there was pushback from Democrats, from the American people, and they had to rescind that memo, and a judge also declared that memo to be illegal. And then most recently, you saw Trump’s signature issue, the tariffs. He backed out because of the reaction from the stock market and the reaction from the American people. Basically, Canada and Mexico are doing what they said they were already going to do. So essentially, Donald Trump simply folded on that issue. So, I want people to understand their power to shape public sentiment. 

    And not only are the Trump Administration’s actions ludicrous, they are harming people. So, I’ll end on this example: In California, Donald Trump ordered the Army Corps of Engineers to release a whole bunch of water from these dams when no one needed it. So, over 2 billion gallons of water has now been wasted in California. This water from Northern California isn’t even going down to Southern California. It’s largely going to evaporate when farmers don’t need it, and so Republican Congressman David Valadao is going to have to answer to his farmers when in the summer months, they need water and they don’t have enough. 

    Those are the harmful actions of this Administration, and I want people to understand that pushing back against this Administration gets them to fold. 

    Video of the full press conference and Q&A can be viewed here.

    ###

    MIL OSI USA News