NewzIntel.com

Category: Intelligence

  • MIL-OSI USA: White Supremacist Leader Found Guilty of Conspiring to Destroy Regional Power Grid

    Source: US State of Vermont

    After a six-day trial, a jury found Brandon Russell, 29, of Orlando, Florida, guilty of conspiracy to damage an energy facility.

    According to evidence presented at trial, from at least November 2022 to Feb. 3, 2023, Russell conspired to carry out attacks against critical infrastructure, specifically transformers located within electrical substations, in furtherance of his racially or ethnically motivated violent extremist beliefs. Russell posted links to open-source maps of infrastructure, which included the locations of electrical substations, and he described how a small number of attacks on substations could cause a “cascading failure.” Russell also discussed maximizing the impact of the planned attack by hitting multiple substations at one time.

    Russell recruited a Maryland-based woman, Sarah Beth Clendaniel, to carry out the attacks in Baltimore and elsewhere. They planned to damage energy facilities involved in the transmission and distribution of electricity and to cause a significant interruption and impairment of the Baltimore regional power grid. The intended monetary loss associated with the planned attacks would have exceeded $75 million. Clendaniel identified five substations to target, and Russell attempted to secure a weapon for Clendaniel. Clendaniel stated that if they hit a number of substations all in the same day, they “would completely destroy this whole city,” and that a “good four or five shots through the center of them . . . should make that happen.” She further added, “[i]t would probably permanently completely lay this city to waste if we could do that successfully.”

    Russell faces a maximum penalty of 20 years in prison for conspiracy to damage an energy facility and is scheduled to be sentenced on June 17.

    On Sept. 25, 2024, Clendaniel was sentenced to 18 years in prison, followed by a lifetime of supervised release, for conspiring with Russell to damage or destroy an energy facility. Clendaniel was also sentenced to 15 years in prison for being a felon in possession of a firearm and 3 years of supervised release.

    The FBI investigated the case.

    The Justice Department’s National Security Division and the U.S. Attorney’s Office for the Middle District of Florida prosecuted the case.

    MIL OSI USA News –

  • MIL-OSI Security: Owner of District Real Estate Company Sentenced for Defrauding Paycheck Protection Program

    Source: Office of United States Attorneys

                WASHINGTON – Patrick Strauss, 54, of Washington D.C., was sentenced today in U.S. District Court to 48 months of probation – including six months of home confinement to be followed by a period of intermittent incarceration, that is, 26 weekends in jail – and ordered to pay restitution in the amount of $304,900 and fined $8,784, all for participating in a conspiracy that fraudulently obtained more than $304,000 in Paycheck Protection Program loans.

               The sentence was announced by U.S. Attorney Edward R. Martin Jr., FBI Special Agent in Charge Sean Ryan of the Washington Field Office Criminal and Cyber Division, D.C. Inspector General Daniel Lucas, and Executive Special Agent in Charge Kareem A. Carter of the Internal Revenue Service – Criminal Investigation (IRS-CI) Washington, D.C., Field Office. 

               Strauss pleaded guilty on September 12, 2024, to one count of conspiracy to commit bank fraud. According to court documents, Strauss was owner of Powergrid Real Estate LLC. In 2020, he was approached by someone who asked him if he wanted to file an application for a PPP loan. Strauss was aware that Powergrid did not qualify for a PPP loan because it had no employees and no payroll.

               A co-conspirator prepared the PPP loan application for Powergrid, that falsely claimed that the company had 16 employees and an average monthly payroll of $132,547.17. The co-conspirator also prepared phony federal tax forms and payroll records to support the fraudulent PPP loan applications.

              In July 2020, Strauss submitted the PPP loan application to Capital Bank. On July 29, 2020, Capital Bank wired $304,900 into Powergrid’s bank account. In July 2021, a co-conspirator prepared false and fraudulent federal tax returns. Strauss submitted the faked papers to Capital Bank in support of loan forgiveness for Powergrid. 

               The CARES Act is a federal law enacted on March 29, 2020, designed to provide emergency financial assistance to the millions of Americans suffering the economic effects caused by the COVID-19 pandemic. One source of relief provided by the CARES Act was the authorization of up to $349 billion in forgivable loans to small businesses for job retention and certain other expenses, through the PPP.  In April 2020, Congress authorized over $300 billion in additional PPP funding. 

               The PPP allowed qualifying small-businesses and other organizations to receive loans with a maturity of two years and an interest rate of 1 percent. PPP loan proceeds were required be used by businesses on payroll costs, interest on mortgages, rent, and utilities. The PPP allowed the interest and principal on the PPP loan to be forgiven if the business spent the loan proceeds on these expense items within a designated time after receiving the proceeds and used at least a certain percentage of the PPP loan proceeds on payroll expenses. 

               The case was investigated jointly by U.S. Attorney’s Office for the District of Columbia, the FBI’s Washington Field Office, and the Internal Revenue Service – Criminal Investigation (IRS-CI) Washington, D.C., Field Office. In announcing the sentence, U.S. Attorney Martin commended the work of those who investigated the case.

               This matter was prosecuted by Assistant U.S. Attorney John Crabb, Jr. 

               Anyone with information about allegations of attempted fraud involving COVID-19 can report it by calling the Department of Justice’s National Center for Disaster Fraud Hotline at 866-720-5721 or via the NCDF Web Complaint Form at https://www.justice.gov/disaster-fraud/ncdf-disaster-complaint-form.

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    MIL Security OSI –

  • MIL-OSI Security: Oglala Man Found Guilty in Federal Trial of Involuntary Manslaughter

    Source: Office of United States Attorneys

    RAPID CITY – United States Attorney Alison J. Ramsdell announced that a jury has convicted Clayton Fire Thunder, age 40, of Oglala, South Dakota, of Involuntary Manslaughter and two counts of False Statement following a two-day jury trial in federal district court in Rapid City, South Dakota. The verdict was returned on January 30, 2025.

    The charges carry a maximum penalty of eight years in custody and/or a $250,000 fine, three years of supervised release, and a $100 special assessment to the Federal Crime Victims Fund.

    Fire Thunder was indicted by a federal grand jury in May 2024.

    The conviction relates to the following facts presented at trial. At approximately 4:00 A.M. on September 15, 2022, Fire Thunder caught a ride to a man’s residence just a few miles east of Pine Ridge, South Dakota. Fire Thunder was intoxicated. The individual Fire Thunder was seeking to contact was a methamphetamine dealer. Fire Thunder had acquired a firearm and intended to exchange the firearm with the methamphetamine dealer. As Fire Thunder approached the front door of the residence, he heard noises coming from inside the residence. At some point while on the exterior of the residence, Fire Thunder mishandled the firearm, causing a bullet to discharge into the house. Fire Thunder heard a female screaming, and he left the residence. A later investigation revealed that the bullet had traveled through the siding of the residence and into the adjacent bedroom where the methamphetamine dealer and a female were present. The female was struck by the bullet on her left side slightly below her arm. She later succumbed to her injuries. During two separate interviews with FBI agents in October 2023 and May 2024, Fire Thunder made false statements about the firearm and his involvement in the killing.

    This case was investigated by the Oglala Sioux Tribe Department of Public Safety and the FBI. Assistant U.S. Attorney Megan Poppen prosecuted the case.

    A presentence investigation was ordered and a sentencing date has been set for April 25, 2025. The defendant was remanded to the custody of the U.S. Marshals Service. 

    MIL Security OSI –

  • MIL-OSI Security: Sisseton Man Sentenced to Federal Prison for Child Abuse

    Source: Office of United States Attorneys

    PIERRE – United States Attorney Alison J. Ramsdell announced today that U.S. District Judge Eric C. Schulte has sentenced a Sisseton, South Dakota, man convicted of Child Abuse. The sentencing took place on January 27, 2025.

    Nathaniel Yazzie, 24, was sentenced to one year and seven months in federal prison, followed by three years of supervised release, and ordered to pay a $100 special assessment to the Federal Crime Victims Fund.

    Yazzie was indicted for Child Abuse by a federal grand jury in September 2024. He pleaded guilty on October 31, 2024.

    On July 29, 2024, Yazzie struck a three-year-old child multiple times in the face and head while the child was in his care. A concerned party heard the child being abused in Yazzie’s room and called law enforcement. Upon arrival at Yazzie’s residence, law enforcement found the child with a bloody lip and bruising on his face, including linear bruises consistent with being slapped. Yazzie was arrested on tribal charges, and the child was transported to the hospital for medical care.

    This matter was prosecuted by the U.S. Attorney’s Office because the Major Crimes Act, a federal statute, mandates that certain violent crimes alleged to have occurred in Indian Country be prosecuted in Federal court as opposed to State court.

    This case was investigated by the FBI and Cheyenne River Sioux Tribe Law Enforcement Services. Assistant U.S. Attorney Wayne Venhuizen prosecuted the case.

    Yazzie was immediately remanded to the custody of the U.S. Marshals Service. 

    MIL Security OSI –

  • MIL-OSI Security: Marty Man Convicted at a Federal Jury Trial of Kidnapping and Assault Charges

    Source: Office of United States Attorneys

    SIOUX FALLS – United States Attorney Alison J. Ramsdell announced that a jury has convicted Ellery Zephier, Sr., age 39, of Marty, South Dakota, of Kidnapping and Assault Resulting in Serious Bodily Injury following a three-day jury trial in federal district court in Sioux Falls, South Dakota.  The jury acquitted Zephier on two counts of Assault with a Dangerous Weapon. The verdict was returned on January 23, 2025.

    The assault charge carries a maximum penalty of 10 years in custody and/or a $250,000 fine, up to three years of supervised release, and a $100 special assessment to the Federal Crime Victims Fund.

    The kidnapping charge carries a maximum penalty of any term of years, up to life in custody and/or a $250,000 fine, five years of supervised release, and a $100 special assessment to the Federal Crime Victims Fund.

    Zephier was indicted by a federal grand jury in August 2024.

    Between July 20-25, 2024, Zephier kidnapped and held a woman against her will in his home in Marty. During that same time frame, Zephier assaulted the woman resulting in her sustaining serious bodily injury.

    This case was investigated by the FBI and Yankton Sioux Law Enforcement. Assistant U.S. Attorneys Paige Petersen and Ann M. Hoffman prosecuted the case.

    A presentence investigation was ordered and a sentencing date was set for April 28, 2025. The defendant was remanded to the custody of the U.S. Marshals Service.

    MIL Security OSI –

  • MIL-OSI USA: Superseding Indictment Charges Chinese National in Relation to Alleged Plan to Steal Proprietary AI Technology

    Source: US State of California

    Note: View the superseding indictment here. 

    A federal grand jury returned a superseding indictment today charging Linwei Ding, also known as Leon Ding, 38, with seven counts of economic espionage and seven counts of theft of trade secrets in connection with an alleged plan to steal from Google LLC (Google) proprietary information related to AI technology.

    Ding was initially indicted in March 2024 on four counts of theft of trade secrets. The superseding indictment returned today describes seven categories of trade secrets stolen by Ding and charges Ding with seven counts of economic espionage and seven counts of theft of trade secrets.

    According to the superseding indictment, Google hired Ding as a software engineer in 2019. Between approximately May 2022 and May 2023, Ding uploaded more than 1,000 unique files containing Google confidential information from Google’s network to his personal Google Cloud account, including the trade secrets alleged in the superseding indictment.

    While Ding was employed by Google, he secretly affiliated himself with two People’s Republic of China (PRC)-based technology companies. Around June 2022, Ding was in discussions to be the Chief Technology Officer for an early-stage technology company based in the PRC.  By May 2023, Ding had founded his own technology company focused on AI and machine learning in the PRC and was acting as the company’s CEO. 

    The superseding indictment alleges that Ding intended to benefit the PRC government by stealing trade secrets from Google. Ding allegedly stole technology relating to the hardware infrastructure and software platform that allows Google’s supercomputing data center to train and serve large AI models. The trade secrets contain detailed information about the architecture and functionality of Google’s Tensor Processing Unit (TPU) chips and systems and Google’s Graphics Processing Unit (GPU) systems, the software that allows the chips to communicate and execute tasks, and the software that orchestrates thousands of chips into a supercomputer capable of training and executing cutting-edge AI workloads. The trade secrets also pertain to Google’s custom-designed SmartNIC, a type of network interface card used to enhance Google’s GPU, high performance, and cloud networking products.  

    As alleged, Ding circulated a PowerPoint presentation to employees of his technology company citing PRC national policies encouraging the development of the domestic AI industry. He also created a PowerPoint presentation containing an application to a PRC talent program based in Shanghai. The superseding indictment describes how PRC-sponsored talent programs incentivize individuals engaged in research and development outside the PRC to transmit that knowledge and research to the PRC in exchange for salaries, research funds, lab space, or other incentives. Ding’s application for the talent program stated that his company’s product “will help China to have computing power infrastructure capabilities that are on par with the international level.”

    If convicted, Ding faces a maximum penalty of 10 years in prison and up to a $250,000 fine for each trade-secret count and 15 years in prison and $5,000,000 fine for each economic-espionage count. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

    The FBI is investigating the case.

    Assistant U.S. Attorneys Casey Boome and Molly K. Priedeman for the Northern District of California and Trial Attorneys Stephen Marzen and Yifei Zheng of the National Security Division’s Counterintelligence and Export Control Section are prosecuting the case.

    Today’s action was coordinated through the Justice and Commerce Departments’ Disruptive Technology Strike Force. The Disruptive Technology Strike Force is an interagency law enforcement strike force co-led by the Departments of Justice and Commerce designed to target illicit actors, protect supply chains, and prevent critical technology from being acquired by authoritarian regimes and hostile nation-states.

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

    MIL OSI USA News –

  • MIL-OSI Security: Superseding Indictment Charges Chinese National in Relation to Alleged Plan to Steal Proprietary AI Technology

    Source: United States Attorneys General 12

    Note: View the superseding indictment here. 

    A federal grand jury returned a superseding indictment today charging Linwei Ding, also known as Leon Ding, 38, with seven counts of economic espionage and seven counts of theft of trade secrets in connection with an alleged plan to steal from Google LLC (Google) proprietary information related to AI technology.

    Ding was initially indicted in March 2024 on four counts of theft of trade secrets. The superseding indictment returned today describes seven categories of trade secrets stolen by Ding and charges Ding with seven counts of economic espionage and seven counts of theft of trade secrets.

    According to the superseding indictment, Google hired Ding as a software engineer in 2019. Between approximately May 2022 and May 2023, Ding uploaded more than 1,000 unique files containing Google confidential information from Google’s network to his personal Google Cloud account, including the trade secrets alleged in the superseding indictment.

    While Ding was employed by Google, he secretly affiliated himself with two People’s Republic of China (PRC)-based technology companies. Around June 2022, Ding was in discussions to be the Chief Technology Officer for an early-stage technology company based in the PRC.  By May 2023, Ding had founded his own technology company focused on AI and machine learning in the PRC and was acting as the company’s CEO. 

    The superseding indictment alleges that Ding intended to benefit the PRC government by stealing trade secrets from Google. Ding allegedly stole technology relating to the hardware infrastructure and software platform that allows Google’s supercomputing data center to train and serve large AI models. The trade secrets contain detailed information about the architecture and functionality of Google’s Tensor Processing Unit (TPU) chips and systems and Google’s Graphics Processing Unit (GPU) systems, the software that allows the chips to communicate and execute tasks, and the software that orchestrates thousands of chips into a supercomputer capable of training and executing cutting-edge AI workloads. The trade secrets also pertain to Google’s custom-designed SmartNIC, a type of network interface card used to enhance Google’s GPU, high performance, and cloud networking products.  

    As alleged, Ding circulated a PowerPoint presentation to employees of his technology company citing PRC national policies encouraging the development of the domestic AI industry. He also created a PowerPoint presentation containing an application to a PRC talent program based in Shanghai. The superseding indictment describes how PRC-sponsored talent programs incentivize individuals engaged in research and development outside the PRC to transmit that knowledge and research to the PRC in exchange for salaries, research funds, lab space, or other incentives. Ding’s application for the talent program stated that his company’s product “will help China to have computing power infrastructure capabilities that are on par with the international level.”

    If convicted, Ding faces a maximum penalty of 10 years in prison and up to a $250,000 fine for each trade-secret count and 15 years in prison and $5,000,000 fine for each economic-espionage count. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

    The FBI is investigating the case.

    Assistant U.S. Attorneys Casey Boome and Molly K. Priedeman for the Northern District of California and Trial Attorneys Stephen Marzen and Yifei Zheng of the National Security Division’s Counterintelligence and Export Control Section are prosecuting the case.

    Today’s action was coordinated through the Justice and Commerce Departments’ Disruptive Technology Strike Force. The Disruptive Technology Strike Force is an interagency law enforcement strike force co-led by the Departments of Justice and Commerce designed to target illicit actors, protect supply chains, and prevent critical technology from being acquired by authoritarian regimes and hostile nation-states.

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

    MIL Security OSI –

  • MIL-OSI USA: Massachusetts Member of Al-Qaeda in the Arabian Peninsula Sentenced to 44 Years in Prison for Terrorism Offenses

    Source: US State Government of Utah

    Minh Quang Pham, also known as “Amim”, 41, of Massachusetts, was sentenced today to 44 years in prison and a lifetime of supervised release for attempted suicide bombing in alliance with al-Qaeda in the Arabian Peninsula (AQAP), a designated foreign terrorist organization.

    “The defendant was sentenced for an attempt to commit an act of terrorism and plotting a suicide bombing on behalf of AQAP,” said Devin DeBacker, head of the Justice Department’s National Security Division. “The Justice Department will not rest in seeking justice for acts of terrorism and will continue to thwart any attempt to jeopardize global security.”

    “Pham coordinated with known terrorist Anwar al-Aulaqi on a plot to conduct a suicide bombing at Heathrow International Airport which could have killed or injured many people, but fortunately that plan was stopped,” said Assistant Director David J. Scott of the FBI’s Counterterrorism Division. “Pham also tried to recruit others to commit acts of terrorism. The FBI will work with our partners to hold accountable those who align themselves with terrorist organizations and attempt to carry out acts of violence.”

    “Minh Quang Pham’s actions were not just an affront to the safety of this country, but to the principles of peace and security that we hold dear,” said U.S. Attorney Danielle R. Sassoon for the Southern District of New York. “Today’s sentencing underscores our collective resolve to stop terrorism before it occurs, and place would-be terrorists in prison.”

    According to court documents, in December 2010, Pham informed others that he planned to travel to Ireland while residing in London. From Ireland, he traveled to Yemen, the principal base of operations for AQAP. Pham traveled to Yemen in order to join AQAP, wage jihad on behalf of AQAP, and martyr himself for AQAP’s cause. After arriving in Yemen, he swore an oath of loyalty to AQAP in the presence of an AQAP commander.

    While in Yemen in 2010 and 2011, Pham provided assistance to and received training from Anwar al-Aulaqi, a U.S.-born senior leader of AQAP. Al-Aulaqi advised Pham to return to the U.K. for the purpose of finding and making contact with individuals who, like Pham, wanted to travel to Yemen to join AQAP. Al-Aulaqi also provided Pham with money, as well as a telephone number and e-mail address that Pham was to use to contact al-Aulaqi upon his return to the U.K. In addition, Pham exchanged his laptop computer with al-Aulaqi, who provided him with a new “clean” laptop to take with him when he returned to the U.K. so that the authorities would not find anything if they searched his computer.

    In or about June 2011, prior to his departure from Yemen, Pham approached al-Aulaqi about conducting a suicide attack whereby he would “sacrifice” himself on behalf of AQAP. Al-Aulaqi personally taught Pham how to create a lethal explosive device using household chemicals and directed Pham to detonate such an explosive device at the arrivals area of Heathrow International Airport following Pham’s return to the U.K. in 2011. Al-Aulaqi instructed Pham to carry an explosive in a concealed backpack and target the area where flights arrived from the U.S. or Israel. During this time, Pham made videos depicting his preparation to carry out that attack. In one video, Pham is shown wiring an electrical device for the use of making an explosive device. In another video, he sketches an explosive device to be contained in a backpack, and in a third, Pham wears a backpack with wiring for explosives on it, which he turns on in the video.

    During this time, around June or July 2011 — shortly before Pham returned from Yemen to the U.K. — Pham recorded a video in which he attempted to recruit and encourage individuals in the West to engage in violent jihad abroad or in their home countries. In this video, he also expresses a desire to martyr himself. At the outset of this video, consisting of an approximately 13-minute-long monologue, Pham states that, “America itself is not fighting a war with a group or an organization, they are fighting with the army of Allah, the believers.” He continues, in part, “We have that opportunity, that ability to be in their midst, in their land . . . and I advise the brothers inshallah to, whatever you can, to gather and prepare and strike the enemy in their own land . . . The saying, a thousand cuts, you hit them with as much as you can until inshallah the enemy will bleed to death.” During his time in Yemen, Pham also assisted with the preparation and dissemination of AQAP’s propaganda magazine, Inspire. Pham, who has college degrees in both graphic design and animation, worked directly with now-deceased U.S. citizen, Samir Khan, who was a prominent member of AQAP responsible for editing and publishing Inspire.  

    Pham also received a six-page document entitled “Your Instructions” from al-Aulaqi in Yemen, which provided detailed instructions on how Pham was to commit his suicide attack at Heathrow. The document from al-Aulaqi instructed Pham, “[d]o not do anything for the first three months” and “[y]ou should target Christmas/ New Year season[.]” The instructions from al-Aulaqi provided explicit direction about the importance of using shrapnel to kill as many people as possible, including that “[t]he proper use of shrapnel is as important as the main charge itself. The detonation wave from a main charge of AP by itself is most likely not going to cause the death of anyone except those who are in its immediate vicinity. It is the shrapnel that would do the job. You may imagine this IED as a shotgun that is firing in all directions.” The document therefore instructed Pham to take “special care” with the “proper arrangement and choice of shrapnel,” and to “poison” it to inflict maximum death.

    On July 27, 2011, Pham returned to the U.K. Upon his arrival at Heathrow, U.K. authorities detained Pham, searched him, and recovered various materials from him, including a live round of 7.62mm caliber armor-piercing ammunition, which is consistent with ammunition that is used in a Kalashnikov assault rifle, a type of weapon for which Pham received training from AQAP in Yemen. U.K. authorities released Pham and cautioned him for his possession of the live round of ammunition, before, in December 2011, arresting him pursuant to their authorities under U.K. immigration law. In searches of Pham’s residence, other locations, and vehicles, U.K. authorities recovered several pieces of electronic media. Among other things, a forensic analysis of Pham’s electronic media showed that he was accessing speeches and writings of al-Aulaqi as late as December 2011 — months after Pham’s return to the U.K.

    On May 24, 2012, a grand jury returned an indictment charging Pham with terrorism offenses and U.S. authorities sought Pham’s extradition from the U.K. He was provisionally arrested with a view towards extradition on June 29, 2012, and he was extradited to the United States on Feb. 26, 2015. On Jan. 8, 2016, Pham pleaded guilty to terrorism offenses related to certain of the same underlying conduct. On May 27, 2016, Pham was sentenced by U.S. District Judge Alison J. Nathan principally to a term of 40 years in prison. On Sept. 12, 2017, the U.S. Court of Appeals for the Second Circuit affirmed Pham’s conviction and sentence. Thereafter, Pham made a motion that, based on intervening Supreme Court decisions, resulted in the vacatur of one of the counts of his conviction. Ultimately, the government, with Pham’s consent, moved to vacate Pham’s earlier convictions. On April 8, 2021, a grand jury returned a superseding indictment, reinstating certain charges and filing other new charges against Pham, and which formed the basis for Pham’s May 11, 2023, guilty plea and conviction.

    The FBI Washington and New York Field Offices investigated the case. The Justice Department’s Office of International Affairs, Metropolitan Police Service/SO 15 Counter Terrorism Command at New Scotland Yard, Crown Prosecution Service, and the Home Office provided assistance in the investigation, extradition, and prosecution of the case.

    Assistant U.S. Attorney Jacob H. Gutwillig for the Southern District of New York and Trial Attorney John Cella of the National Security Division’s Counterterrorism Section prosecuted the case. 

    MIL OSI USA News –

  • MIL-OSI Security: Local 98 Member Sentenced for Unlawfully Seeking Money From Union Employer for Hours Not Worked

    Source: Office of United States Attorneys

    PHILADELPHIA – United States Attorney Jacqueline C. Romero announced that Gregory Fiocca, 32, of Philadelphia, Pennsylvania, was sentenced today by United States District Court Judge Jeffrey L. Schmehl to two years of probation for unlawfully demanding money as a union representative from a union employer for hours he did not work, in an amount not exceeding $1,000.

    On August 19, 2020, following a week where he did little work and was frequently absent, Fiocca received a paycheck that was for substantially less than 40 hours. In response, Fiocca confronted and assaulted a Local 98 member who was the project manager. Fiocca slapped the project manager, choked him, threw him across a desk, spit on him, and threatened to beat him and the owner if they continued to monitor his attendance and performance. Fiocca then unlawfully demanded money from the project manager for hours he did not work.

    Fiocca was charged by superseding information and pleaded guilty in September 2024.

    “Fiocca, as the nephew of then-Local 98 Business Manager John Dougherty, abused his power and influence and resorted to violence to unlawfully claim wages he did not rightfully earn. That force and intimidation is detrimental to the integrity of hardworking and law-abiding members of Local 98, and such actions cannot be tolerated as business as usual,” said U.S. Attorney Romero. “Many thanks to our law enforcement partners at FBI for their persistence in fighting corruption in Philadelphia and helping to ensure no one is threatened by economic retaliation or physical harm while engaging in honest business practices.”

    “Gregory Fiocca exploited his position within the union and resorted to violence in an unlawful attempt to claim wages he did not rightfully earn,” said Wayne A. Jacobs, Special Agent in Charge of FBI Philadelphia. “The FBI remains committed to working alongside the U.S. Attorney’s Office to root out corruption and uphold the integrity of our city for the citizens we serve.”

    The case was investigated by the FBI and prosecuted by Assistant United States Attorney Jason Grenell and former Assistant United States Attorney Frank Costello.

    MIL Security OSI –

  • MIL-OSI Security: Manhattan Man Pleads Guilty to Mailing a Letter Containing a Threat to Kill Two Judges

    Source: Office of United States Attorneys

    ALBANY, NEW YORK – Christopher McCarty, age 33, of Manhattan, pled guilty today to mailing a letter containing a threat to kill two New York State judges.  United States Attorney Carla B. Freedman and Craig L. Tremaroli, Special Agent in Charge of the Albany Field Office of the Federal Bureau of Investigation (FBI), made the announcement.

    McCarty admitted that between May and June 2023, he was incarcerated at the Auburn Correctional Facility in Auburn, New York.  McCarty admitted that on or about May 31, 2023, he mailed a letter to New York State Governor Kathy Hochul.  In the letter, McCarty wrote that when he was released from prison, he was going to kill two New York State judges who had presided over his case leading to his incarceration at Auburn Correctional Facility.

    At sentencing scheduled for June 10, 2025, before Senior United States District Judge Glenn T. Suddaby, McCarty faces a maximum term of imprisonment of 5 years, post-release supervision of up to 3 years, and a fine of up to $250,000. 

    This case was investigated by the FBI’s Joint Terrorism Task Force and the New York State Department of Corrections and Community Supervision.  Assistant U.S. Attorney Rick Belliss is prosecuting the case.

    MIL Security OSI –

  • MIL-OSI Security: Massachusetts Member of Al-Qaeda in the Arabian Peninsula Sentenced to 44 Years in Prison for Terrorism Offenses

    Source: United States Attorneys General 13

    Minh Quang Pham, also known as “Amim”, 41, of Massachusetts, was sentenced today to 44 years in prison and a lifetime of supervised release for attempted suicide bombing in alliance with al-Qaeda in the Arabian Peninsula (AQAP), a designated foreign terrorist organization.

    “The defendant was sentenced for an attempt to commit an act of terrorism and plotting a suicide bombing on behalf of AQAP,” said Devin DeBacker, head of the Justice Department’s National Security Division. “The Justice Department will not rest in seeking justice for acts of terrorism and will continue to thwart any attempt to jeopardize global security.”

    “Pham coordinated with known terrorist Anwar al-Aulaqi on a plot to conduct a suicide bombing at Heathrow International Airport which could have killed or injured many people, but fortunately that plan was stopped,” said Assistant Director David J. Scott of the FBI’s Counterterrorism Division. “Pham also tried to recruit others to commit acts of terrorism. The FBI will work with our partners to hold accountable those who align themselves with terrorist organizations and attempt to carry out acts of violence.”

    “Minh Quang Pham’s actions were not just an affront to the safety of this country, but to the principles of peace and security that we hold dear,” said U.S. Attorney Danielle R. Sassoon for the Southern District of New York. “Today’s sentencing underscores our collective resolve to stop terrorism before it occurs, and place would-be terrorists in prison.”

    According to court documents, in December 2010, Pham informed others that he planned to travel to Ireland while residing in London. From Ireland, he traveled to Yemen, the principal base of operations for AQAP. Pham traveled to Yemen in order to join AQAP, wage jihad on behalf of AQAP, and martyr himself for AQAP’s cause. After arriving in Yemen, he swore an oath of loyalty to AQAP in the presence of an AQAP commander.

    While in Yemen in 2010 and 2011, Pham provided assistance to and received training from Anwar al-Aulaqi, a U.S.-born senior leader of AQAP. Al-Aulaqi advised Pham to return to the U.K. for the purpose of finding and making contact with individuals who, like Pham, wanted to travel to Yemen to join AQAP. Al-Aulaqi also provided Pham with money, as well as a telephone number and e-mail address that Pham was to use to contact al-Aulaqi upon his return to the U.K. In addition, Pham exchanged his laptop computer with al-Aulaqi, who provided him with a new “clean” laptop to take with him when he returned to the U.K. so that the authorities would not find anything if they searched his computer.

    In or about June 2011, prior to his departure from Yemen, Pham approached al-Aulaqi about conducting a suicide attack whereby he would “sacrifice” himself on behalf of AQAP. Al-Aulaqi personally taught Pham how to create a lethal explosive device using household chemicals and directed Pham to detonate such an explosive device at the arrivals area of Heathrow International Airport following Pham’s return to the U.K. in 2011. Al-Aulaqi instructed Pham to carry an explosive in a concealed backpack and target the area where flights arrived from the U.S. or Israel. During this time, Pham made videos depicting his preparation to carry out that attack. In one video, Pham is shown wiring an electrical device for the use of making an explosive device. In another video, he sketches an explosive device to be contained in a backpack, and in a third, Pham wears a backpack with wiring for explosives on it, which he turns on in the video.

    During this time, around June or July 2011 — shortly before Pham returned from Yemen to the U.K. — Pham recorded a video in which he attempted to recruit and encourage individuals in the West to engage in violent jihad abroad or in their home countries. In this video, he also expresses a desire to martyr himself. At the outset of this video, consisting of an approximately 13-minute-long monologue, Pham states that, “America itself is not fighting a war with a group or an organization, they are fighting with the army of Allah, the believers.” He continues, in part, “We have that opportunity, that ability to be in their midst, in their land . . . and I advise the brothers inshallah to, whatever you can, to gather and prepare and strike the enemy in their own land . . . The saying, a thousand cuts, you hit them with as much as you can until inshallah the enemy will bleed to death.” During his time in Yemen, Pham also assisted with the preparation and dissemination of AQAP’s propaganda magazine, Inspire. Pham, who has college degrees in both graphic design and animation, worked directly with now-deceased U.S. citizen, Samir Khan, who was a prominent member of AQAP responsible for editing and publishing Inspire.  

    Pham also received a six-page document entitled “Your Instructions” from al-Aulaqi in Yemen, which provided detailed instructions on how Pham was to commit his suicide attack at Heathrow. The document from al-Aulaqi instructed Pham, “[d]o not do anything for the first three months” and “[y]ou should target Christmas/ New Year season[.]” The instructions from al-Aulaqi provided explicit direction about the importance of using shrapnel to kill as many people as possible, including that “[t]he proper use of shrapnel is as important as the main charge itself. The detonation wave from a main charge of AP by itself is most likely not going to cause the death of anyone except those who are in its immediate vicinity. It is the shrapnel that would do the job. You may imagine this IED as a shotgun that is firing in all directions.” The document therefore instructed Pham to take “special care” with the “proper arrangement and choice of shrapnel,” and to “poison” it to inflict maximum death.

    On July 27, 2011, Pham returned to the U.K. Upon his arrival at Heathrow, U.K. authorities detained Pham, searched him, and recovered various materials from him, including a live round of 7.62mm caliber armor-piercing ammunition, which is consistent with ammunition that is used in a Kalashnikov assault rifle, a type of weapon for which Pham received training from AQAP in Yemen. U.K. authorities released Pham and cautioned him for his possession of the live round of ammunition, before, in December 2011, arresting him pursuant to their authorities under U.K. immigration law. In searches of Pham’s residence, other locations, and vehicles, U.K. authorities recovered several pieces of electronic media. Among other things, a forensic analysis of Pham’s electronic media showed that he was accessing speeches and writings of al-Aulaqi as late as December 2011 — months after Pham’s return to the U.K.

    On May 24, 2012, a grand jury returned an indictment charging Pham with terrorism offenses and U.S. authorities sought Pham’s extradition from the U.K. He was provisionally arrested with a view towards extradition on June 29, 2012, and he was extradited to the United States on Feb. 26, 2015. On Jan. 8, 2016, Pham pleaded guilty to terrorism offenses related to certain of the same underlying conduct. On May 27, 2016, Pham was sentenced by U.S. District Judge Alison J. Nathan principally to a term of 40 years in prison. On Sept. 12, 2017, the U.S. Court of Appeals for the Second Circuit affirmed Pham’s conviction and sentence. Thereafter, Pham made a motion that, based on intervening Supreme Court decisions, resulted in the vacatur of one of the counts of his conviction. Ultimately, the government, with Pham’s consent, moved to vacate Pham’s earlier convictions. On April 8, 2021, a grand jury returned a superseding indictment, reinstating certain charges and filing other new charges against Pham, and which formed the basis for Pham’s May 11, 2023, guilty plea and conviction.

    The FBI Washington and New York Field Offices investigated the case. The Justice Department’s Office of International Affairs, Metropolitan Police Service/SO 15 Counter Terrorism Command at New Scotland Yard, Crown Prosecution Service, and the Home Office provided assistance in the investigation, extradition, and prosecution of the case.

    Assistant U.S. Attorney Jacob H. Gutwillig for the Southern District of New York and Trial Attorney John Cella of the National Security Division’s Counterterrorism Section prosecuted the case. 

    MIL Security OSI –

  • MIL-OSI Security: Member of Drug Trafficking Organization that Distributed Controlled Substances Shaped to Resemble Candy Pleads Guilty

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

    Investigation resulted in what is believed to be one of the largest single-location seizures of fentanyl and methamphetamine in Massachusetts and the region – an estimated 8 million individual doses of fentanyl and methamphetamine laced pills and powder

    BOSTON – A Lynn man pleaded guilty today in federal court in Boston for his role in a large-scale drug trafficking organization (DTO) on the North Shore of Massachusetts. In November 2023, millions of doses of fentanyl and methamphetamine laced pills and powder with street value estimated to be over $7 million, were seized from a stash location and clandestine laboratory used by organization.

    Deiby Felix, 41, of Lynn, pleaded guilty to one count of possession with intent to manufacture and distribute 400 grams or more of fentanyl, 500 grams or more of methamphetamine, and other controlled substances; and one count of possession of a firearm in furtherance of a drug trafficking crime. U.S. District Court Judge Patti B. Saris scheduled sentencing for May 29, 2025. Felix was arrested and charged along with Emilio Garcia and Sebastien Bejin in November 2023.

    In July 2023, an investigation into an overdose death in Salem led investigators to a DTO led by Felix, Bejin and, allegedly, Garcia. On Nov. 1, 2023, searches were conducted at four locations in Lynn that were identified as locations frequented by Bejin and, allegedly, Garcia. The searches resulted in what is believed to be, one of the largest single-location seizures of fentanyl and methamphetamine in Massachusetts and the region. The seizure included nine kilograms (20 pounds) of pink heart shaped fentanyl-laced pills pressed to look like candy. Additional narcotics and five firearms were also seized. During the course of the investigation over 75 kilograms (198 pounds) of fentanyl and methamphetamine was seized, along with multiple additional kilograms of cocaine and dozens of kilograms of cutting agents, including xylazine, that is used to adulterate controlled substances.

    In total, an estimated eight million individual doses of fentanyl and methamphetamine laced pills and powder was seized. The street value is believed to be upwards of $8 million.

    A search of Felix’s residence resulted in the seizure of more than three kilograms (6.6 pounds) of pressed pills containing methamphetamine and fentanyl and a firearm. A subsequent search of the residence also revealed a clandestine drug laboratory that had been built into a small room in the basement. Multiple industrial pill presses, mixing equipment and other manufacturing paraphernalia and equipment were also recovered.

    Bejin pleaded guilty on Jan. 15, 2025 and is scheduled to be sentenced on May 1, 2025. Garcia is scheduled to plead guilty on Feb. 7, 2025.

    The charge of possession with intent to manufacture and distribute 400 grams or more of fentanyl, 500 grams or more of methamphetamine and other controlled substances provides for a sentence of at least 10 years and up to life in prison, at least five years and up to life of supervised release, a fine of up to $10,000,000 and forfeiture. The charge of possession of a firearm in furtherance of a drug trafficking crime provides for a sentence of at least five years and up to life in prison, to be served consecutively to the underlying drug trafficking crime, up to five years of supervised release, a fine of up to $250,000, and forfeiture. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

    United States Attorney Leah B. Foley; Jodi Cohen, Special Agent in Charge of the Federal Bureau of Investigation, Boston; Colonel Geoffrey D. Noble, Superintendent of the Massachusetts State Police; and Essex County District Attorney Paul F. Tucker made the announcement today. Valuable assistance was provided by the Massachusetts Attorney General’s Office and the Lynn, Lynnfield and Salem Police Departments. Assistant U.S. Attorney Philip A. Mallard of the Organized Crime & Gang Unit is prosecuting the case.

    The details contained in the charging documents are allegations. The remaining defendant is presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.

    MIL Security OSI –

  • MIL-OSI USA: PREPARED REMARKS: Sanders on America’s Dangerous Movement Toward Oligarchy, Authoritarianism & Kleptocracy

    US Senate News:

    Source: United States Senator for Vermont – Bernie Sanders

    WASHINGTON, Feb. 4 – Sen. Bernie Sanders (I-Vt.) today gave remarks on the floor of the Senate outlining the Trump administration’s movement toward oligarchy, authoritarianism and kleptocracy.

    Sanders remarks, as prepared for delivery, are below and can be watched HERE:

    M. President: Today, we find ourselves in a pivotal moment in American history and millions of Americans, by their actions or lack of action, will determine the future of this country for decades.

    M. President: In my view, the Trump administration is moving this country very aggressively into an oligarchic form of society where extraordinary power rests in the hands of a small number of unelected multi-billionaires.

    The Trump administration is moving this country very aggressively into an authoritarian society where the rule of law, and our constitution, are being ignored and undermined in order to give more power to the White House and the billionaires who now control our government.

    In my view, the Trump administration is moving this country very rapidly toward a kleptocracy – where the function of government is not to serve the people of America, but to enrich those who are in power.

    M. President: I think that today is a good day to recall what one of our great presidents said at Gettysburg in November of 1863. Looking out at a battlefield where thousands of Union soldiers had just sacrificed their lives in the defense of freedom, Lincoln famously stated:

    “The world will little note, nor long remember what we say here, but it can never forget what they did here. It is for us the living, rather, to be dedicated here to the unfinished work which they who fought here have thus far so nobly advanced. It is rather for us to be here dedicated to the great task remaining before us – that from these honored dead we take increased devotion to that cause for which they gave the last full measure of devotion – that we here highly resolve that these dead shall not have died in vain – that this nation, under God, shall have a new birth of freedom – and that government of the people, by the people, for the people, shall not perish from the earth.

    “Government of the people, by the people, for the people, shall not perish from the earth.”

    M. President: Under President Trump we are not seeing a “government of the people, by the people, for the people.” Quite the contrary.

    We are seeing a government of the billionaire class, by the billionaire class, for the billionaire class. And it’s not being done secretly. It’s right out there for all to see.

    Several weeks ago, Donald Trump was inaugurated for his second term as President of the United States. Standing right behind him were the three richest men in the country – Elon Musk, Jeff Bezos and Mark Zuckerberg – worth a combined $920 billion. These 3 men have more wealth than the bottom half of America – 170 million people. And I should point out, and this should tell you exactly where we are going as a nation, these 3 men have become some $232 billion richer since Trump was elected. In just two weeks under Trump their wealth has exploded by $232 billion dollars.

    M. President: This is how an oligarchic system works. Elon Musk, the richest person in the world, and now a key part of the administration, spent over $277 million to get Trump elected. In other words, within a corrupt campaign finance system he helped buy the election for Donald Trump.

    Jeff Bezos and Mark Zuckerberg, the second and third wealthiest people in our country, both kicked a million each into Trump’s inauguration fund.

    And let’s remember that Mr. Bezos, who owns the Washington Post, rescinded the endorsement of Kamala Harris of the Washington Post’s editorial board. Mr. Bezos was showing early on that he was willing to bend the knee for Donald Trump.

    Mark Zuckerberg, the founder and CEO of Meta, which owns Facebook and Instagram, agreed to settle a lawsuit with Trump for $25 million.

    These three multibillionaires are working with Trump because they understand one very important reality. Trump’s policies are designed to make the very richest people in this country even richer.

    Since Trump’s election, Mr. Musk has become $154 billion richer, Mr. Bezos has become $35 billion richer, and Mr. Zuckerberg has become $43 billion richer.

    M. President: I am growing increasingly concerned that in our country, under the leadership of President Trump, we are moving rapidly towards authoritarianism.

    And all over this country people are alarmed and shocked by what they are seeing.

    Just a few examples.

    Last week, Trump attempted to suspend all federal grants and loans in direct violation of the U.S. Constitution and federal law. As every 3rd grader knows, the power of the purse belongs to Congress, not the president.

    Let’s be clear. The president can recommend legislation, he can veto legislation, but he does not have the power to unilaterally terminate funding and legislation passed by the U.S. Congress. That is a dangerous and blatantly unconstitutional act.

    And I should add that Trump’s blocking of federal funding would have had an horrific impact on millions of Americans who utilize programs like Medicaid, Head Start, community health centers, Meals on Wheels, homeless veterans’ programs and many, many other initiatives.

    Tens of millions of Americans, including some of the most vulnerable people in our country, were impacted by that decision.

    But that’s not all.

    A few days ago, Trump fired 17 inspectors general – independent government watchdogs that were created by Congress, in the wake of the Watergate scandal, to prevent the abuse of power by the executive branch.

    Last week, President Trump fired a member of the National Labor Relations Board, and in so doing, effectively neutered the only federal agency in America with the authority to hold corporations accountable for illegal union busting and to protect the constitutional right of workers to form a union and to collectively bargain for better wages, benefits and working conditions.

    Not only is this move blatantly illegal, it is exactly what Elon Musk, the owner of Tesla, and Jeff Bezos, the owner of Amazon, have been fighting for for months. This is a huge gift to the two wealthiest people in our country who are both strongly anti-union.

    The President also illegally fired members of the Equal Employment Opportunity Commission – the only independent commission in our country that protects workers against discrimination in the workplace.

    Further, and this should upset every American regardless of political view, in direct violation of the Constitution and federal law, Trump is intimidating the media with lawsuits against ABC, CBS, Meta and the Des Moines Register. His FCC is now threatening to investigate PBS and NPR. Take a deep breath my fellow Americans.

    What Trump is essentially saying to every media outlet in America: If you say or do anything that is critical of me, that displeases me, you may be subject to a lawsuit or a federal investigation.

    If this is not a direct attack on the First Amendment, the U.S. Constitution and Freedom of Speech, I don’t know what is.

    But that’s not all.

    Elon Musk and his unelected minions at DOGE have forced out officials at the Treasury Department and illegally shut down US AID – a program which, among other things, helps feed and provide medical help to starving and desperate children all over the world. Presidents, much less unelected billionaires, do not have the unilateral right to shut down federal agencies established by Congress.

    When we talk about the dangerous movement towards authoritarianism let us not forget Trump’s pardoning of the January 6th insurrectionists who injured 174 police officers at the Capitol.

    Even worse, Trump is undermining the FBI by investigating the agents there who helped bring these violent criminals to justice.

    In other words, what Trump is saying is that violence against police officers, when done in his name is ok, but when law enforcement officers try to hold criminals accountable that is not ok.

    M. President: Under Trump, we are rapidly moving towards a kleptocracy as well.

    Just before Trump was inaugurated, he and his wife Melania launched their own cryptocurrency coins giving them the potential to earn tens of billions of dollars.

    M. President: If Wall Street CEOs tried to bribe the President with a bag full of money that would be against the law.

    But now, they don’t have to do that.

    Today, if a multi-billionaire or the head of a foreign country wants to curry favor with the President, all they have to do is buy his cryptocurrency coins and, when they do that, they are directly enriching Donald Trump and the First Lady.

    That is unacceptable and cannot stand.

    So, M. President, the question then becomes, where do we go from here?

    Instead of moving toward an economy which is designed to benefit the very richest people in our society we have got to fight hard to create a government that works for all of us, not just Mr. Musk or Mr. Bezos or Mr. Zuckerberg and other multi-billionaires.

    M. President, at a time of massive wealth and income inequality we must not provide more tax breaks to billionaires paid for by huge cuts in Medicaid and other programs that working families and low-income people desperately need.

    But let me tell you what we should be doing.

    At a time when 85 million Americans are uninsured or under-insured we have got to do what every major country on earth does and that is to guarantee health care as a human right to every man, woman and child in this country.

    At a time when 1 out of 4 Americans cannot afford the medicine that their doctors prescribe we have got to end the absurdity of Americans paying by far the highest prices in the world for prescription drugs.

    We have got to cut the cost of prescription drugs in half.

    M. President: The federal minimum wage of $7.25 an hour is a starvation wage. While 60% of our people live paycheck to paycheck, we must raise that minimum wage to a living wage, at least $17 an hour. If you work 40 hours a week, you should not be living in poverty.

    Mr. Musk and Mr. Bezos want to make it harder for workers to join unions. Well, we have got to do exactly the opposite. We must pass the PRO Act so that anti-union CEOs cannot act unconstitutionally to deny workers the right to join a union.

    At a time when we need the best educated workforce in the world, we need to have the best public schools in the world. And, among other things, that means we need to substantially raise teacher salaries. If we want the best and the brightest to become educators no teacher in America should earn less than $60,000 a year.

    M. President: All over this country, we have a major housing crisis. And it’s not just the 800,000 who are homeless. It is millions of working families who are spending 40, 50 or 60 percent of their limited incomes on housing. Instead of spending almost a trillion dollars a year on a wasteful and bloated Pentagon budget, we have got to build millions of units of low-income and affordable housing. And when we do that, we put large numbers of people to work at good-paying union jobs.

    M. President: I hear from Trump supporters that the president won the election and he has been given this huge mandate to do whatever he wants. Well, no president has the right to move us to oligarchy, authoritarianism and kleptocracy. But more importantly, let us not forget that while Trump did win this election he actually received 4 million fewer votes in 2024 than Biden did in 2020 when Biden won the election.

    MIL OSI USA News –

  • MIL-OSI Security: Hartford Man Sentenced to 4 Years in Federal Prison for Role in Gun Trafficking Ring

    Source: Office of United States Attorneys

    Marc H. Silverman, Acting United States Attorney for the District of Connecticut, announced that ALGELLY DIAZ, 42, of Hartford, was sentenced today by U.S. District Judge Victor A. Bolden in New Haven to 48 months of imprisonment, followed by three years of supervised release, for his participation in a firearm trafficking conspiracy.

    According to court documents and statements made in court, in May 2023, members of the FBI Waterbury Safe Streets Task Force conducted three controlled purchases of a total of nine firearms from Diaz’s associate in Waterbury.  A joint investigation revealed that Diaz’s associate was acquiring numerous firearms, most of which were purchased by straw purchasers from licensed gun dealers in Kansas and then shipped through the U.S. Mail to a stash location that Diaz maintained in Hartford.  Diaz’s associate then obtained the firearms, which included assault weapons and high-capacity magazines, from Diaz and sold them to others throughout Connecticut.  Diaz is a previously convicted felon who cannot not lawfully purchase or possess firearms.

    The investigation further revealed that, between August 2020 and May 2023, one of Diaz’s co-conspirators purchased at least 73 firearms from a licensed gun dealer in Deerfield, Kansas.  

    Diaz and multiple co-conspirators were arrested on May 19, 2023.  On that date, investigators executed search warrants at locations in Connecticut, Kansas, and California.  A search of Diaz’s residence revealed approximately 90 rounds of ammunition.  In addition, a court-authorized search of a package that was shipped to Diaz and seized from the mail stream revealed an additional three firearms.

    This matter is being investigated by the Federal Bureau of Investigation; the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF), Homeland Security Investigations (HSI), the U.S. Postal Inspection Service, the Waterbury Police Department, the Connecticut State Police, and the Chino (Calif.) Police Department.

    This case is being prosecuted by Assistant U.S. Attorney Natasha M. Freismuth through the Organized Crime Drug Enforcement Task Forces (OCDETF) Program.  OCDETF identifies, disrupts, and dismantles drug traffickers, money launderers, gangs, and transnational criminal organizations through a prosecutor-led and intelligence-driven approach that leverages the strengths of federal, state, and local law enforcement agencies.  Additional information about the OCDETF Program can be found at https://www.justice.gov/OCDETF.

    Acting U.S. Attorney Silverman thanked the U.S. Attorney’s Office for the District of Kansas and the U.S. Attorney’s Office for the Central District of California for their assistance in the investigation and prosecution of this case.

    MIL Security OSI –

  • MIL-OSI Security: Morrilton Man Sentenced to 30 Years in Federal Prison for Production of Child Sexual Abuse Material

    Source: Office of United States Attorneys

          LITTLE ROCK—Timothy Lee Highfield will spend 30 years in federal prison for production of child sexual abuse material. Jonathan D. Ross, United States Attorney for the Eastern District of Arkansas, announced the sentence, which was handed down today by Chief United States District Judge Kristine G. Baker.

          On June 8, 2022, Highfield, 46, of Morrilton, Arkansas, was indicted by a federal grand jury on one count of production of child pornography. On January 9, 2024, Highfield pleaded guilty to the count in the Indictment. Chief Judge Baker sentenced Highfield to 360 months in federal prison a lifetime of supervised release. There is no parole in the federal system.

          On approximately December 17, 2021, a citizen brought a phone containing child sexual abuse material to the Federal Bureau of Investigation (FBI). An investigation revealed the phone previously belonged to Highfield. During a search of the phone by FBI, a video made by Highfield was located on the phone. The video depicted a minor, believed to be less than seven years of age, performing oral sex on Highfield. The phone also contained multiple videos and images of child sexual abuse material and adults performing sexual acts with minors.

          The investigation was conducted by the FBI. The case was prosecuted by Assistant United States Attorney Kristin Bryant.

    # # #

    Additional information about the office of the

    United States Attorney for the Eastern District of Arkansas, is available online at

    https://www.justice.gov/edar

    X (formerly known as Twitter):

    @USAO_EDAR 

    MIL Security OSI –

  • MIL-OSI Security: Indian Nationals Convicted of Money Laundering Conspiracy That Took Life Savings from Victims in Ohio, Michigan, Illinois, and Indiana

    Source: Office of United States Attorneys

    TOLEDO, Ohio – After a six-day trial, a federal jury convicted two men of participating in a vast money laundering conspiracy that robbed victims from across four states of their life savings. Pranay Kumar Mamidi, 27, and Kishan Vinayak Patel, 26, both nationals of the Republic of India, were found guilty of participating in a money laundering conspiracy, concealing the source of the money, and using the illegally gained money to further promote a criminal enterprise. 

    According to court documents, from about May to November 2023, Mamidi and Patel, along with other co-conspirators, engaged in a multi-layered scheme to launder proceeds derived from a fraud known as a phantom hacker scam. In this type of scam, a scammer, acting as a customer service representative for a store or bank, contacts a target victim and falsely informs them that their bank account has been hacked or compromised. Next, the victim is directed to a fake federal law enforcement agent for supposed assistance. The fake federal agent then proceeds to obtain the victim’s savings by deception, typically threatening imminent seizure or arrest.

    In one common example, elderly victims are contacted by someone pretending to be an Amazon, Inc. employee, who informs the victim of suspicious activity on their accounts. Next, the victim is contacted by another person who claims to be from the U.S. Federal Trade Commission (FTC) and informs the victim that their identity was stolen. The victim is then contacted by another individual who claims to be a Drug Enforcement Administration (DEA) special agent. The fake DEA special agent claims that the account in question is being investigated for facilitating fraud and has resulted in supposed arrest warrants for the victim. Fearing legal actions, the victim follows the scammer’s instructions to pull their savings from their bank account and convert funds into cash or gold bars. The victim is further instructed to give another supposed law enforcement official cash and/or gold bars at a designated drop-off point such as a gas station or fast food restaurant. After the drop, the victim is then sent a receipt which appears to be from the U.S. Department of the Treasury and completes the illusion of a legitimate transaction.

    According to court documents, the defendants in this case served as money launderers for other co-conspirators throughout the world who participated in phantom hacker schemes based out of India. The U.S. based money laundering infrastructure allowed funds illegally taken from victims to be distributed throughout the world. Investigators estimate that the total amount of money laundered is in the tens of millions of dollars.

    Sentencing has not yet been scheduled. Mamidi and Patel each face a maximum of 20 years in prison for each count of conviction.

    Six other defendants also named in the second superseding indictment filed in August 2024 were also charged. The following have pleaded guilty and are awaiting sentencing: Dileep Kumar Sakineni, age 26; Balaji Rakesh Mulpuri, age 26; Avi Jitendrakumar Patel, age 22; Sai Hruthik Thodeti, age 25; and Srinivas Ravi Valluru, age 31, all nationals of the Republic of India; and Hiren Jagdishbhai Patel, age 33, of Columbus, Ohio.

    The investigation was conducted by the FBI-Cleveland Field Office. This case was prosecuted by Assistant U.S. Attorneys Robert Melching and Dexter Phillips for the Northern District of Ohio.

    The investigation and prosecution of this case is in response to the Elder Justice Initiative Program originating from the Elder Abuse Prevention and Prosecution Act of 2017 (EAPPA). The mission of the EAPPA and Elder Justice Initiative is to support and coordinate the Department of Justice’s enforcement efforts to combat elder abuse, neglect, financial fraud, and scams that target the nation’s elderly population.

    If you suspect fraudulent conduct involving an older adult, please contact the dedicated National Elder Fraud Hotline at 1-833-FRAUD-11 or 1-833-372-8311 and visit the FBI’s IC3 Elder Fraud Complaint Center at IC3.gov to report it.

    MIL Security OSI –

  • MIL-OSI Security: Former soldier sentenced to 7+years in prison for sexual abuse of a child on Joint Base Lewis-McChord

    Source: Office of United States Attorneys

    Defendant previously investigated in the Army and prosecuted in State Court for sexual assault crimes

    Tacoma – A former U.S. Army soldier was sentenced today in U.S. District Court in Tacoma to 87 months in prison for abusive sexual contact with a child, announced U.S. Attorney Tessa M. Gorman. Cameron James Taylor, 49, of Seattle, pleaded guilty in May 2024 and has been in custody since his guilty plea.  At today’s sentencing hearing Chief U.S. District Judge David G. Estudillo noted the conduct in this case may cause the victim lifetime torment. The victim “is a strong individual” and “shows courage to move on” Chief Judge Estudillo said.

    “This horrific conduct cannot go unpunished. Our work to protect children on our military bases is a priority in the Western District of Washington,” said U.S. Attorney Gorman. “Mr. Taylor sexually assaulted a child who was just 5 years old. He then pressured the child to hide the conduct when questioned by other adults. I commend the strength of the victim in this case.”

    According to records filed in the case, Taylor left the Army in 2016 with an “Other than Honorable” discharge after he was investigated for sexual assault of an unconscious female in Germany, and for assaulting soldiers who went to arrest him. Taylor resigned in lieu of Court Martial.

    Once back in the U.S., Taylor was convicted of the 2019 sexual assault of a 5-year-old neighbor child. Taylor forced the child to massage him and reach into his pants. In 2022, Taylor was sentenced in King County Superior Court to 18 months in prison.

    During the investigation related to the neighbor child, other children who had been in Taylor’s care were interviewed. Taylor had coached a child, who was now a teen about hiding his sexual assaults. Ultimately, the child disclosed to a relative that in 2012, while stationed on JBLM, Taylor locked the then 5- or 6-year-old in a closet and sexually assaulted the child.

    On the eve of trial, Taylor pleaded guilty.

    In asking for the 8-year sentence prosecutors wrote to the court, “Taylor’s crimes reveal a man who lacks empathy and who prioritized his own pleasure over others’ pain. Taylor is also no stranger to the justice system; this is his third criminal sex offense. The government hopes that a 96-month sentence, coupled with lifetime supervised release, will prevent Taylor from reoffending again.”

    Taylor is required to register as a sex offender following his prison term. Chief Judge Estudillo ordered that he be on supervised release for ten years following prison.

    The case was investigated by U.S. Army Criminal Investigations (CID), the King County Sheriff’s Office, and the FBI.

    The case was prosecuted by Assistant United States Attorneys Hillary K. Stuart and Erika J. Evans.

    MIL Security OSI –

  • MIL-OSI Security: Member Of Al Qaeda In The Arabian Peninsula Sentenced To 44 Years In Prison For Terrorism Offenses

    Source: Office of United States Attorneys

    Minh Quang Pham Traveled to Yemen and Received Military Training from AQAP to Commit a Suicide Attack at Heathrow International Airport

    Danielle R. Sassoon, the United States Attorney for the Southern District of New York, and Devin DeBacker, the Head of the National Security Division of the United States Department of Justice, announced today that MINH QUANG PHAM, a/k/a “Amin,” 41, was sentenced to 44 years in prison for terrorism charges based on Pham’s support of al Qaeda in the Arabian Peninsula (“AQAP”), a designated foreign terrorist organization, including attempting to commit a suicide bombing at Heathrow International Airport (“Heathrow Airport”).  On May 11, 2023, PHAM pled guilty to providing and attempting to provide material support to AQAP and participating in a conspiracy to do the same; conspiring to receive military-type training from AQAP; and providing and attempting to provide material support for acts of terrorism.  Today’s sentence was imposed by U.S. District Judge Richard M. Berman.

    U.S. Attorney Danielle R. Sassoon said:  “Minh Quang Pham’s actions were not just an affront to the safety of this country, but to the principles of peace and security that we hold dear. Today’s sentencing underscores our collective resolve to stop terrorism before it occurs, and place would-be terrorists in prison.”

    Head of the Justice Department’s National Security Division Devin DeBacker said: “The defendant was sentenced for an attempt to commit an act of terrorism and plotting a suicide bombing on behalf of AQAP. The Justice Department will not rest in seeking justice for acts of terrorism and will continue to thwart any attempt to jeopardize global security.”

    According to the indictments, extradition materials, court filings and statements made at related court proceedings, including today’s sentencing:

    In December 2010, PHAM informed others that he planned to travel to Ireland while residing in London. From Ireland, he traveled to Yemen, the principal base of operations for AQAP. PHAM traveled to Yemen in order to join AQAP, to wage jihad on behalf of AQAP and to martyr himself for AQAP’s cause. After arriving in Yemen, he swore an oath of loyalty to AQAP in the presence of an AQAP commander.

    While in Yemen in 2010 and 2011, PHAM provided assistance to and received training from Anwar al-Aulaqi, a U.S.-born senior leader of AQAP.  Al-Aulaqi advised PHAM to return to the United Kingdom for the purpose of finding and making contact with individuals who, like PHAM, wanted to travel to Yemen to join AQAP.  Al-Aulaqi also provided PHAM with money, as well as a telephone number and e-mail address that PHAM was to use to contact al-Aulaqi upon his return to the U.K.  In addition, PHAM exchanged his laptop computer with al-Aulaqi, who provided him with a new “clean” laptop to take with him when he returned to the U.K. so that the authorities would not find anything if they searched his computer.

    In or about June 2011, prior to his departure from Yemen, PHAM approached al-Aulaqi about conducting a suicide attack whereby he would “sacrifice” himself on behalf of AQAP. Al-Aulaqi personally taught PHAM how to create a lethal explosive device using household chemicals and directed PHAM to detonate such an explosive device at the arrivals area of Heathrow following PHAM’s return to the U.K. in 2011.  Al-Aulaqi instructed PHAM to carry an explosive in a concealed backpack and target the area where flights arrived from the U.S. or Israel.  During this time, PHAM made videos depicting his preparation to carry out that attack.  In one video, PHAM is shown wiring an electrical device for the use of making an explosive device; in another, he sketches an explosive device to be contained in a backpack; and in a third, PHAM wears a backpack with wiring for explosives on it, which he turns on in the video.

    Also during this time, in or about June or July 2011—shortly before PHAM returned from Yemen to the U.K.—PHAM recorded a video in which he attempted to recruit and encourage individuals in the West to engage in violent jihad abroad or in their home countries; in this video, he also expresses a desire to martyr himself.  At the outset of this video, consisting of an approximately 13 minute-long monologue, PHAM states that, “America itself is not fighting a war with a group or an organization, they are fighting with the army of Allah, the believers.”  He continues, in part, “We have that opportunity, that ability to be in their midst, in their land . . . and I advise the brothers inshallah to, whatever you can, to gather and prepare and strike the enemy in their own land . . . The saying, a thousand cuts, you hit them with as much as you can until inshallah the enemy will bleed to death.”  During his time in Yemen, PHAM also assisted with the preparation and dissemination of AQAP’s propaganda magazine, Inspire. PHAM, who has college degrees in both graphic design and animation, worked directly with now-deceased U.S. citizen Samir Khan, who was a prominent member of AQAP responsible for editing and publishing Inspire.

    PHAM also received a six-page document entitled “Your Instructions” from al-Aulaqi in Yemen, which provided detailed instructions on how PHAM was to commit his suicide attack at Heathrow.  The document from al-Aulaqi instructed PHAM, “[d]o not do anything for the first three months” and “[y]ou should target Christmas/ New Year season[.]”  The instructions from al-Aulaqi provided explicit direction about the importance of using shrapnel to kill as many people as possible, including that “[t]he proper use of shrapnel is as important as the main charge itself.  The detonation wave from a main charge of AP by itself is most likely not going to cause the death of anyone except those who are in its immediate vicinity.  It is the shrapnel that would do the job.  You may imagine this IED as a shotgun that is firing in all directions.”  The document therefore instructed PHAM to take “special care” with the “proper arrangement and choice of shrapnel,” and to “poison” it to inflict maximum death.

    On July 27, 2011, PHAM returned to the U.K.  Upon his arrival at Heathrow, U.K. authorities detained PHAM, searched him, and recovered various materials from him, including a live round of 7.62mm caliber armor-piercing ammunition, which is consistent with ammunition that is used in a Kalashnikov assault rifle, a type of weapon for which PHAM received training from AQAP in Yemen.  U.K. authorities released PHAM and cautioned him for his possession of the live round of ammunition, before, in December 2011, arresting him pursuant to their authorities under U.K. immigration law.  In searches of PHAM’s residence, other locations, and vehicles, U.K. authorities recovered several pieces of electronic media.  Among other things, a forensic analysis of PHAM’s electronic media showed that he was accessing speeches and writings of al-Aulaqi as late as December 2011—months after PHAM’s return to the U.K.   

    On May 24, 2012, a grand jury returned an indictment charging Pham with terrorism offenses and U.S. authorities sought Pham’s extradition from the United Kingdom.  He was provisionally arrested with a view towards extradition on June 29, 2012, and he was extradited to the United States on February 26, 2015.  On January 8, 2016, Pham pled guilty to terrorism offenses related to certain of the same underlying conduct.  On May 27, 2016, Pham was sentenced by U.S. District Judge Alison J. Nathan principally to a term of 40 years in prison.  On September 12, 2017, the U.S. Court of Appeals for the Second Circuit affirmed Pham’s conviction and sentence.  Thereafter, Pham made a motion that, based on intervening Supreme Court decisions, resulted in the vacatur of one of the counts of his conviction. Ultimately, the Government, with Pham’s consent, moved to vacate Pham’s earlier convictions.  On April 8, 2021, a grand jury returned a superseding indictment, reinstating certain charges and filing other new charges against Pham, and which formed the basis for Pham’s May 11, 2023 guilty plea and conviction.

    *               *                *

    In addition to the prison term, PHAM, 41, was also sentenced to life term of supervised release and a $400 special assessment.

    Ms. Sassoon praised the extraordinary investigative work of the FBI’s Washington Field Office.  She also expressed her gratitude to the FBI’s New York Joint Terrorism Task Force for the critical role it played in the investigation and prosecution.  Ms. Sassoon also thanked the Department of Justice’s National Security Division and Office of International Affairs for their significant assistance, as well as the Metropolitan Police Service/SO 15 Counter Terrorism Command at New Scotland Yard, the Crown Prosecution Service, and the Home Office for their cooperation in the investigation, extradition and prosecution.

    This prosecution is being handled by the Office’s National Security and International Narcotics Unit.  Assistant U.S. Attorney Jacob H. Gutwillig is in charge of the prosecution, with assistance from Trial Attorney John Cella of the National Security Division’s Counterterrorism Section.

    MIL Security OSI –

  • MIL-OSI USA: Statement from Senate Intel Vice Chair Warner on the FBI

    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, released the following statement:

    “Earlier today, my office finally received a copy of the order that was sent on Friday by the acting head of the Department of Justice to the Federal Bureau of Investigation, ordering that several of the most experienced and senior officials at the Bureau be terminated.

    “We need to be clear about why this matters. I am going to start by sharing a little bit about some of the individuals who were fired, and how they served our country.

    “At a time when we are facing threats to the homeland from ISIS and ISIS-inspired terrorists, the president fired the Assistant Director of the Counterterrorism Division. Bobby Wells began his career as an FBI special agent in 2003, and there are Americans who are alive today because he helped catch terrorists before they had a chance to carry out their plans to attack inside the United States.

    “While more than 100,000 Americans die every year due to drug overdoses, the president fired the Assistant Director of the FBI’s the Criminal, Cyber, Response, and Services Branch, which, among other myriad responsibilities, puts criminal organizations and drug traffickers behind bars. Michael Nordwall began his career with the FBI as a special agent in 2002, and he has worked at field offices in Phoenix, Tampa, Denver, Pittsburgh, as well as at FBI headquarters, investigating some of the most dangerous criminals in the United States and making sure that they face justice.

    “As we face espionage and counterintelligence threats from China, Russia, and other adversaries, the president fired the Assistant Director of the FBI’s Intelligence Branch. Ryan Young joined the FBI as a special agent in 2001, working counterintelligence cases out of Miami. In 2014, he moved to counterterrorism and established the Syria-Iraq Task Force to counter the threat from the Islamic State in Iraq and the Levant, and has also worked in Dallas and Los Angeles, managing crises and counterterrorism investigations.

    “While new technologies are transforming crimefighting and our national security, the president fired the Assistant Director of the Science and Technology Branch. Jacqueline Maguire joined the FBI as a special agent in 2000. Among her other notable achievements, she was the lead agent for the investigation of the five hijackers of American Airlines Flight 77 after the 9/11 terror attacks.

    “As the FBI builds a workforce to manage the threats of today and tomorrow and keep adversaries like China from penetrating our secrets, the president fired the Assistant Director of the Human Resources Branch. Timothy Dunham joined the FBI as a special agent in 2002, and has overseen matters relating to counterterrorism, counterintelligence, and transnational organized crime.

    “The president fired the head of the Miami field office, which oversees crimefighting in nine busy counties in South Florida, including the president’s home in Palm Beach County, as well as extraterritorial violations of American citizens in Mexico, the Caribbean, and Central and South America. Jeffrey Veltri joined the FBI as a special agent in 2002, working on matters from health care fraud to terrorism. He also deployed to Iraq, where he supported the prosecution of Saddam Hussein.

    “In the memo, the acting director of the FBI was also ordered to fire the head of the Washington Field Office, one of the most important field positions in the entire FBI, with jurisdiction over federal crimes in and around Washington, D.C. David Sundberg joined the FBI in 2002 as a special agent, and, among other stops in a distinguished career, served as a leader on the FBI’s elite Hostage Rescue Team.

    “These are people who have served our country, protected Americans, and put criminals behind bars. Now they have been pushed out simply for doing their jobs.

    “As we deal with a myriad of threats – to our homeland, to our cyber networks, to our economic competitiveness – this blatant abuse of power is making us all less safe.”

    MIL OSI USA News –

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

    Source: GlobeNewswire (MIL-OSI)

    • Fourth-quarter revenue of $912.0 million
    • Fourth-quarter net income attributable to ChampionX of $82.8 million
    • Fourth-quarter adjusted EBITDA of $212.3 million
    • Fourth-quarter income before income taxes margin of 13.0%
    • Fourth quarter adjusted EBITDA margin of 23.3%
    • Fourth-quarter cash from operating activities of $207.3 million and free cash flow of $170.1 million
    • Full-year net income attributable to ChampionX of $320.3 million
    • Full-year adjusted EBITDA of $784.7 million
    • Full-year cash from operating activities of $589.7 million and free cash flow of $460.5 million

    THE WOODLANDS, Texas, Feb. 04, 2025 (GLOBE NEWSWIRE) — ChampionX Corporation (NASDAQ: CHX) (“ChampionX” or the “Company”) today announced fourth quarter of 2024 and full year 2024 results. For the fourth quarter of 2024, revenue was $912.0 million, net income attributable to ChampionX was $82.8 million, and adjusted EBITDA was $212.3 million. Income before income taxes margin was 13.0%, and adjusted EBITDA margin was 23.3%. Cash provided by operating activities was $207.3 million, and free cash flow was $170.1 million.

    CEO Commentary

    “2024 was a year in which we continued to demonstrate the unique nature of ChampionX’s cash flow resiliency, driven by the strength of our high-margin operating model and capital-light portfolio of businesses. We delivered robust adjusted EBITDA margin expansion and generated strong free cash flow. Our differentiated performance is the direct result of our employees around the world remaining committed to serving our customers well and living our continuous improvement culture daily. I am thankful and humbled to lead such a remarkably dedicated team,” ChampionX’s President and Chief Executive Officer Sivasankaran “Soma” Somasundaram said.

    “During the fourth quarter of 2024, we generated revenue of $912 million, which increased 1% sequentially, driven by seasonal strength in our Production Chemical Technologies business. Sequential growth in Production Chemical Technologies was offset by typical seasonal declines in our Production & Automation Technologies business into the year-end holidays. For the full year 2024, we generated revenue of $3.6 billion, and we grew our North America revenue by 3% year-over-year, driven by particular strength in the Permian basin. We generated net income attributable to ChampionX of $83 million, income before income taxes margin of 13.0%, and delivered adjusted EBITDA of $212 million, representing a 23.3% adjusted EBITDA margin, our highest level as ChampionX, which speaks to the continued productivity and profitability focus of our team. For the full year 2024, we generated net income attributable to ChampionX of $320 million, income before income taxes margin of 12.2%, a 90 basis point increase over the prior year, and delivered adjusted EBITDA of $785 million, representing a 21.6% adjusted EBITDA margin, an increase of 107 basis points year-over-year.

    “We once again demonstrated our strong cash flow profile. Cash flow from operating activities was $207 million during the fourth quarter, which represented 250% of net income attributable to ChampionX, and includes a $48 million tax payment deferred from the fourth quarter of 2024 to the first quarter of 2025. We generated robust free cash flow of $170 million during the fourth quarter, converting 80% of our adjusted EBITDA for the period. Cash flow from operating activities was $590 million for the full year 2024, which represented 184% of net income attributable to ChampionX. For the full year 2024, we generated free cash flow of $460 million and achieved 59% adjusted EBITDA to free cash flow conversion. Our balance sheet and financial position remain strong, ending the year with approximately $1.2 billion of liquidity, including $508 million of cash and $675 million of available capacity on our revolving credit facility.

    “As we look ahead to 2025, we expect global oil production to grow, and given our differentiated and resilient production-oriented portfolio, we expect another year of positive performance relative to general oil and gas market activity.”

    Agreement to be Acquired by SLB

    On April 2, 2024, SLB (NYSE: SLB) and ChampionX jointly announced a definitive Agreement and Plan of Merger (the “Merger Agreement”) for SLB to purchase ChampionX in an all-stock transaction.   The transaction was unanimously approved by the ChampionX board of directors and the transaction received the approval of the ChampionX stockholders at a special meeting held on June 18, 2024.   The transaction is subject to regulatory approvals and other customary closing conditions.

    ChampionX may continue to pay its regular quarterly cash dividends with customary record and payment dates, subject to certain limitations under the Merger Agreement.   Given the pending acquisition of ChampionX by SLB, ChampionX has discontinued providing quarterly guidance and will not host a conference call or webcast to discuss its fourth quarter and full year 2024 results.

    Production Chemical Technologies

    Production Chemical Technologies revenue in the fourth quarter of 2024 was $569.7 million, an increase of $10.1 million, or 2%, sequentially, due to seasonally higher volumes in certain international markets and higher volumes in North America.

    Segment operating profit was $103.6 million and adjusted segment EBITDA was $133.5 million. Segment operating profit margin was 18.2%, an increase of 259 basis points, sequentially, and adjusted segment EBITDA margin was 23.4%, an increase of 187 basis points, sequentially, in each case due to volumes and product mix.

    Production & Automation Technologies

    Production & Automation Technologies revenue in the fourth quarter of 2024 was $269.6 million, a decrease of $6.1 million, or 2%, sequentially, due primarily to seasonality in our North American businesses into the year-end holidays.

    Revenue from digital products was $62.3 million in the fourth quarter of 2024, an increase of $4.4 million, or 7.5%, compared to $57.9 million in the third quarter of 2024.

    Segment operating profit was $39.0 million, and adjusted segment EBITDA was $70.7 million. Segment operating profit margin was 14.5%, an increase of 210 basis points, sequentially, and adjusted segment EBITDA margin was 26.2%, an increase of 100 basis points, sequentially, in each case due to productivity improvements and product mix.

    Drilling Technologies

    Drilling Technologies revenue in the fourth quarter of 2024 was $51.9 million, an increase of $0.2 million, or flat, sequentially, in-line with flat sequential U.S. rig count activity.

    Segment operating profit was $10.7 million, and adjusted segment EBITDA was $12.3 million. Segment operating profit margin was 20.6%, a decrease of 160 basis points, sequentially, and adjusted segment EBITDA margin was 23.7%, a decrease of 112 basis points, sequentially, in each case due to slightly higher operating costs.

    Reservoir Chemical Technologies

    Reservoir Chemical Technologies revenue in the fourth quarter of 2024 was $21.9 million, an increase of $1.4 million, or 7%, sequentially, due primarily to higher product volumes.

    Segment operating profit was $2.3 million, and adjusted segment EBITDA was $3.8 million. Segment operating profit margin was 10.5%, as compared to 8.2% in the prior quarter, and adjusted segment EBITDA margin was 17.1%, an increase of 106 basis points, sequentially, in each case due to higher product volumes.

    Other Business Highlights: Production Chemical Technologies and Reservoir Chemical Technologies

    • Chosen by a Canadian operator to be their sole supply partner for production chemical programs to support longer asset life for the customer’s project.
    • Awarded SAGD accounts with a Canadian oil sands operator after a well-executed ChampionX pursuit, trial and transition. This success is expected to lead to additional growth opportunities with the customer in 2025.
    • Achieved growth with a national oil company in Central Asia through technology and alignment to the customer’s key business drivers. Organized technical workshops and reviews leading to the implementation of a paraffin treatment program with the customer.
    • Secured a new contract for the provision of chemical injection skids for Drag Reducing Agents (“DRA”) as part of a new development in Eastern Africa.
    • Executed a successful field trial for an innovative AAHI (hydrate inhibitor) with a major operator in Egypt. This strategic initiative is expected to assist the customer with significantly boosting production and enhancing operational efficiency.
    • Successfully qualified corrosion inhibitors for an existing gas field in Qatar. This achievement marks a significant step in supporting asset integrity assurance and commitment to delivering reliable solutions to the industry.
    • Qualified a new Kinetic Hydrate Inhibitor for a major gas field operated by a major national oil company in the Middle East region. This innovative solution delivers higher value, efficiency, and a lower total cost of operation.
    • Instituted notable customer-centric innovations, including the Right Products campaign which delivered 12 new chemistry innovations, the ParaClear(R) program for paraffin remediation, and the full-time Flowback Team with new product lines and digital tools.
    • Advanced digital capabilities, including MyAnalytics platform for sales representatives, the Sensor Team for equipment monitoring, and a trial of a Centralized Ordering system to streamline orders.
    • Delivered on our first RenewIQ+(R) opportunity, pumping a Reservoir Chemical Technologies chemistry in conjunction with our standard RenewIQ(R) offering.
    • Gained significant commercial traction among key customers with Reservoir Chemical Technologies’ new acidizing technology. This innovative system has been evaluated by a major Middle East operator and recognized as one of the top-performing solutions in the market. This milestone underscores our commitment to providing sustainable, high-performance solutions that align with the evolving needs of the industry.

    Other Business Highlights: Production & Automation Technologies

    • Expanded the portfolio of recently acquired RMSpumptools into North America, delivering new solutions to a major oil company in the Permian basin using permanent magnet motor technology. Additional interest and growth with customers are building into 2025.
    • Introduced the SMARTEN™ Lite rod pump controller, which offers an economical automation solution for marginal, low-producing rod pump wells. This new technology was successfully operating on 60 new wells in Q4 2024, helping operators gain 24/7 surveillance and remote control of their rod pump assets with a low-cost edge computing device that requires minimal hardware and setup.
    • Continuing to see strong market penetration and interest in Artificial Lift Performance’s Pump Checker software offering. Software license counts have increased by more than 30% since the February 2024 acquisition, with a focused growth on gas lift/plunger lift well applications.
    • Successfully added well density to a performance-based integrated production optimization (“IPO”) project recently secured with a customer in the Permian basin, and extended the reach of this holistic solution with an additional customer in the Permian. The IPO solution combines artificial lift, chemicals and chemical injection systems with digital automation, controls, data management, and optimization services to drive incremental production with effective cost management for operators.
    • Deployed a large SOOFIE™ continuous emissions monitoring system for an operator in the Middle East. Based on initial results, the customer plans to deploy additional fixed emissions monitoring systems as well as incorporate the ChampionX Aura™ optical gas imaging camera in the field. Our technology was selected based on its proven capabilities and ChampionX collaboration with the field team to assure a steady stream of high-quality data. The SOOFIE continuous monitoring system provides real-time, 24/7 surveillance of methane and other greenhouse gases at oil and gas facilities and landfills.
    • Completed installations of ChampionX’s AnX™ coiled rod technology with a Middle East operator. Based on the excellent performance of this corrosion-resistant coiled rod, the customer has ordered product to install in additional wells in 2025. AnX recently won the Gulf Energy Excellence award for Best Production Technology and has demonstrated dramatic run life improvement in highly corrosive applications in multiple geographies around the world.
    • Successfully completed the initial installations of a full rod pumping solution on a very challenging application in Colombia. The solution brings together both the downhole rods and pump with ChampionX’s rod lift production optimization software. The customer reports that results are exceeding expectations, with production increasing by 35% while reducing operating costs through optimizing resources required to operate the wells.
    • Expanded production optimization software capabilities with customers in Peru and Argentina. Our XSPOC™ software has been implemented across more than 300 wells in Peru and additional licenses are planned in Q1 2025. In Argentina, a customer implemented the software across three fields. By delivering diagnostic insights and actionable recommendations, XSPOC software enables customers to enhance well performance, increase production, and reduce operating costs.

    About Non-GAAP Measures

    In addition to financial results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), this news release presents non-GAAP financial measures. Management believes that adjusted EBITDA, adjusted EBITDA margin, adjusted net income attributable to ChampionX and adjusted diluted earnings per share attributable to ChampionX, provide useful information to investors regarding the Company’s financial condition and results of operations because they reflect the core operating results of our businesses and help facilitate comparisons of operating performance across periods. In addition, free cash flow, free cash flow to adjusted EBITDA ratio, and free cash flow to revenue ratio are used by management to measure our ability to generate positive cash flow for debt reduction and to support our strategic objectives. Although management believes the aforementioned non-GAAP financial measures are good tools for internal use and the investment community in evaluating ChampionX’s overall financial performance, the foregoing non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP. A reconciliation of these non-GAAP measures to the most directly comparable GAAP measures is included in the accompanying financial tables.

    About ChampionX

    ChampionX is a global leader in chemistry solutions, artificial lift systems, and highly engineered equipment and technologies that help companies drill for and produce oil and gas safely, efficiently, and sustainably around the world. ChampionX’s expertise, innovative products, and digital technologies provide enhanced oil and gas production, transportation, and real-time emissions monitoring throughout the lifecycle of a well. To learn more about ChampionX, visit our website at www.ChampionX.com. 

    Forward-Looking Statements

    This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include statements relating to the proposed transaction between SLB and ChampionX, including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of SLB and ChampionX, including expectations regarding outlook and all underlying assumptions, SLB’s and ChampionX’s objectives, plans and strategies, information relating to operating trends in markets where SLB and ChampionX operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that SLB or ChampionX intends, expects, projects, believes or anticipates will or may occur in the future.   Such statements are based on management’s beliefs and assumptions made based on information currently available to management.   All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” “intends,” “plans,” “seeks,” “targets,” “may,” “can,” “believe,” “predict,” “potential,” “projected,” “projections,” “precursor,” “forecast,” “ambition,” “goal,” “scheduled,” “think,” “could,” “would,” “will,” “see,” “likely,” and other similar expressions or variations, but not all forward-looking statements include such words.   These forward-looking statements involve known and unknown risks and uncertainties, and which may cause SLB’s or ChampionX’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements.   Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Part I, “Item 1. Business”, “Item 1A. Risk Factors”, and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in SLB’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2024 and Part 1, Item 1A, “Risk Factors” in ChampionX’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 6, 2024, and each of their respective, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These include, but are not limited to, and in each case as a possible result of the proposed transaction on each of SLB and ChampionX: the ultimate outcome of the proposed transaction between SLB and ChampionX, including the effect of the announcement of the proposed transaction; the ability to operate the SLB and ChampionX respective businesses, including business disruptions; difficulties in retaining and hiring key personnel and employees; the ability to maintain favorable business relationships with customers, suppliers and other business partners; the terms and timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the anticipated or actual tax treatment of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including the adoption of the merger agreement in respect of the proposed transaction by ChampionX stockholders); other risks related to the completion of the proposed transaction and actions related thereto; the ability of SLB and ChampionX to integrate the business successfully and to achieve anticipated synergies and value creation from the proposed transaction; changes in demand for SLB’s or ChampionX’s products and services; global market, political and economic conditions, including in the countries in which SLB and ChampionX operate; the ability to secure government regulatory approvals on the terms expected, at all or in a timely manner; the extent of growth of the oilfield services market generally, including for chemical solutions in production and midstream operations; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates, and potential recessionary or depressionary conditions; the impact of shifts in prices or margins of the products that SLB or ChampionX sells or services that SLB or ChampionX provides, including due to a shift towards lower margin products or services; cyber-attacks, information security and data privacy; the impact of public health crises, such as pandemics (including COVID-19) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; trends in crude oil and natural gas prices, including trends in chemical solutions across the oil and natural gas industries, that may affect the drilling and production activity, profitability and financial stability of SLB’s and ChampionX’s customers and therefore the demand for, and profitability of, their products and services; litigation and regulatory proceedings, including any proceedings that may be instituted against SLB or ChampionX related to the proposed transaction; failure to effectively and timely address energy transitions that could adversely affect the businesses of SLB or ChampionX, results of operations, and cash flows of SLB or ChampionX; and disruptions of SLB’s or ChampionX’s information technology systems.

    These risks, as well as other risks related to the proposed transaction, are included in the Form S-4 and proxy statement/prospectus that was filed with the SEC in connection with the proposed transaction.   While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to SLB’s and ChampionX’s respective periodic reports and other filings with the SEC, including the risk factors identified in SLB’s and ChampionX’s Annual Reports on Form 10-K, respectively, and SLB’s and ChampionX’s subsequent Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof.   Neither SLB nor ChampionX undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

    Investor Contact: Byron Pope
    byron.pope@championx.com 
    281-602-0094

    Media Contact: John Breed
    john.breed@championx.com 
    281-403-5751

    CHAMPIONX CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (UNAUDITED)

      Three Months Ended   Years Ended
      Dec 31,   Sep 30,   Dec 31,   December 31,
    (in thousands, except per share amounts)   2024       2024       2023       2024       2023  
    Revenue $ 912,037     $ 906,533     $ 943,555     $ 3,633,983     $ 3,758,285  
    Cost of goods and services   600,154       608,764       661,337       2,445,281       2,618,646  
    Gross profit   311,883       297,769       282,218       1,188,702       1,139,639  
    Selling, general and administrative expense   184,722       180,501       147,415       720,632       633,032  
    (Gain) loss on sale-leaseback transaction and disposal group   —       57       —       (29,826 )     12,965  
    Interest expense, net   12,375       14,137       13,808       55,868       54,562  
    Foreign currency transaction losses (gains), net   1,697       3,505       14,651       2,490       36,334  
    Other income, net   (5,026 )     (2,176 )     (7,584 )     (3,337 )     (21,078 )
    Income before income taxes   118,115       101,745       113,928       442,875       423,824  
    Provision for income taxes   33,204       28,078       35,771       115,746       105,105  
    Net income   84,911       73,667       78,157       327,129       318,719  
    Net income attributable to noncontrolling interest   2,145       1,659       959       6,863       4,481  
    Net income attributable to ChampionX $ 82,766     $ 72,008     $ 77,198     $ 320,266     $ 314,238  
                       
    Earnings per share attributable to ChampionX:                  
    Basic $ 0.43     $ 0.38     $ 0.40     $ 1.68     $ 1.60  
    Diluted $ 0.43     $ 0.37     $ 0.39     $ 1.65     $ 1.57  
                       
    Weighted-average shares outstanding:                  
    Basic   190,586       190,496       193,191       190,578       196,083  
    Diluted   193,487       193,362       196,649       193,643       199,906  
                                           

    CHAMPIONX CORPORATION
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)

      December 31,
    (in thousands)   2024       2023  
    Assets      
    Current Assets:      
    Cash and cash equivalents $ 507,681     $ 288,557  
    Receivables, net   466,782       534,534  
    Inventories, net   496,831       521,549  
    Prepaid expenses and other current assets   92,603       80,777  
    Total current assets   1,563,897       1,425,417  
           
    Property, plant and equipment, net   755,422       773,552  
    Goodwill   718,944       669,064  
    Intangible assets, net   258,614       243,553  
    Other non-current assets   173,375       130,116  
    Total assets $ 3,470,252     $ 3,241,702  
           
    Liabilities      
    Current portion of long-term debt $ 6,203     $ 6,203  
    Accounts payable   455,531       451,680  
    Other current liabilities   324,138       324,866  
    Total current liabilities   785,872       782,749  
           
    Long-term debt   591,453       594,283  
    Other long-term liabilities   261,749       203,639  
    Stockholders’ equity:      
    ChampionX stockholders’ equity   1,846,437       1,676,622  
    Noncontrolling interest   (15,259 )     (15,591 )
    Total liabilities and equity $ 3,470,252     $ 3,241,702  
                   

    CHAMPIONX CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)

      Years Ended December 31,
    (in thousands)   2024       2023  
    Cash flows from operating activities:      
    Net income $ 327,129     $ 318,719  
    Depreciation and amortization   245,825       235,936  
    (Gain) loss on sale-leaseback transaction and disposal group   (29,826 )     12,965  
    Loss on Argentina Blue Chip Swap transaction   7,086       —  
    Deferred income taxes   (22,873 )     (22,272 )
    (Gain) on disposal of fixed assets   (443 )     (1,046 )
    Receivables   76,569       70,021  
    Inventories   (8,924 )     18,753  
    Accounts payable   (399 )     (53,891 )
    Other assets   (15,152 )     20,395  
    Leased assets   (33,767 )     (51,247 )
    Other operating items, net   44,456       (8,062 )
    Net cash provided by operating activities   589,681       540,271  
           
    Cash flows from investing activities:      
    Capital expenditures   (141,310 )     (142,324 )
    Proceeds from sale of fixed assets   12,113       14,545  
    Proceeds from sale-leaseback transaction   44,292       —  
    Purchase of investments   (31,526 )     —  
    Sale of investments   24,358       —  
    Acquisitions, net of cash acquired   (123,269 )     —  
    Net cash used for investing activities   (215,342 )     (127,779 )
           
    Cash flows from financing activities:      
    Proceeds from long-term debt   —       15,500  
    Repayment of long-term debt   (6,203 )     (45,176 )
    Repurchases of common stock   (49,399 )     (277,575 )
    Dividends paid   (70,531 )     (64,980 )
    Other   (24,324 )     (934 )
    Net cash used for financing activities   (150,457 )     (373,165 )
           
    Effect of exchange rate changes on cash and cash equivalents   (4,758 )     (957 )
           
    Net increase in cash and cash equivalents   219,124       38,370  
    Cash and cash equivalents at beginning of period   288,557       250,187  
    Cash and cash equivalents at end of period $ 507,681     $ 288,557  
                   

    CHAMPIONX CORPORATION
    BUSINESS SEGMENT DATA
    (UNAUDITED)

      Three Months Ended   Years Ended
      Dec 31,   Sep 30,   Dec 31,   December 31,
    (in thousands)   2024       2024       2023       2024       2023  
    Segment revenue:                  
    Production Chemical Technologies $ 569,662     $ 559,539     $ 634,137     $ 2,288,886     $ 2,404,377  
    Production & Automation Technologies   269,568       275,700       241,294       1,042,369       1,003,146  
    Drilling Technologies   51,942       51,792       46,821       211,828       215,721  
    Reservoir Chemical Technologies   21,937       20,531       21,402       94,296       96,154  
    Corporate and other   (1,072 )     (1,029 )     (99 )     (3,396 )     38,887  
    Total revenue $ 912,037     $ 906,533     $ 943,555     $ 3,633,983     $ 3,758,285  
                       
    Income (loss) before income taxes:                
    Segment operating profit (loss):                  
    Production Chemical Technologies $ 103,567     $ 87,260     $ 102,179     $ 364,047     $ 350,216  
    Production & Automation Technologies   39,027       34,136       22,110       123,840       118,409  
    Drilling Technologies   10,703       11,501       8,679       78,469       45,481  
    Reservoir Chemical Technologies   2,294       1,675       3,907       12,078       10,541  
    Total segment operating profit   155,591       134,572       136,875       578,434       524,647  
    Corporate and other   25,101       18,690       9,139       79,691       46,261  
    Interest expense, net   12,375       14,137       13,808       55,868       54,562  
    Income before income taxes $ 118,115     $ 101,745     $ 113,928     $ 442,875     $ 423,824  
                       
    Operating profit margin / income (loss) before income taxes margin:                  
    Production Chemical Technologies   18.2 %     15.6 %     16.1 %     15.9 %     14.6 %
    Production & Automation Technologies   14.5 %     12.4 %     9.2 %     11.9 %     11.8 %
    Drilling Technologies   20.6 %     22.2 %     18.5 %     37.0 %     21.1 %
    Reservoir Chemical Technologies   10.5 %     8.2 %     18.3 %     12.8 %     11.0 %
    ChampionX Consolidated   13.0 %     11.2 %     12.1 %     12.2 %     11.3 %
                       
    Adjusted EBITDA                  
    Production Chemical Technologies $ 133,475     $ 120,622     $ 139,107     $ 489,549     $ 506,991  
    Production & Automation Technologies   70,739       69,604       52,800       259,531       232,672  
    Drilling Technologies   12,321       12,867       10,361       54,411       51,986  
    Reservoir Chemical Technologies   3,751       3,292       5,501       18,343       18,498  
    Corporate and other   (8,021 )     (8,873 )     (9,624 )     (37,112 )     (38,926 )
    Adjusted EBITDA $ 212,265     $ 197,512     $ 198,145     $ 784,722     $ 771,221  
                       
    Adjusted EBITDA margin                  
    Production Chemical Technologies   23.4 %     21.6 %     21.9 %     21.4 %     21.1 %
    Production & Automation Technologies   26.2 %     25.2 %     21.9 %     24.9 %     23.2 %
    Drilling Technologies   23.7 %     24.8 %     22.1 %     25.7 %     24.1 %
    Reservoir Chemical Technologies   17.1 %     16.0 %     25.7 %     19.5 %     19.2 %
    ChampionX Consolidated   23.3 %     21.8 %     21.0 %     21.6 %     20.5 %
                                           

    CHAMPIONX CORPORATION
    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (UNAUDITED)

      Three Months Ended   Years Ended
      Dec 31,   Sep 30,   Dec 31,   December 31,
    (in thousands)   2024       2024       2023       2024       2023  
    Net income attributable to ChampionX $ 82,766     $ 72,008     $ 77,198     $ 320,266     $ 314,238  
    Pre-tax adjustments:                  
    (Gain) loss on sale-leaseback transaction and disposal group(1)   —       57       —       (29,826 )     12,965  
    Russia sanctions compliance and impacts(2)   73       109       160       366       1,209  
    Restructuring and other related charges   2,704       5,317       2,407       17,657       13,387  
    Merger transaction costs(3)   14,434       8,312       —       37,805       245  
    Acquisition costs and related adjustments(4)   75       753       (6,817 )     2,634       (12,670 )
    Intellectual property defense   158       69       638       1,537       1,545  
    Merger-related indemnification responsibility(5)   100       —       —       100       722  
    Tulsa, Oklahoma storm damage   —       —       660       305       3,162  
    Foreign currency transaction losses, net   1,697       3,505       14,651       2,490       36,334  
    Loss on Argentina Blue Chip Swap transaction   —       —       —       7,086       —  
    Tax impact of adjustments   (5,565 )     (4,259 )     (2,600 )     (10,480 )     (12,650 )
    Adjusted net income attributable to ChampionX   96,442       85,871       86,297       349,940       358,487  
    Tax impact of adjustments   5,565       4,259       2,600       10,480       12,650  
    Net income attributable to noncontrolling interest   2,145       1,659       959       6,863       4,481  
    Depreciation and amortization   62,534       63,508       58,710       245,825       235,936  
    Provision for income taxes   33,204       28,078       35,771       115,746       105,105  
    Interest expense, net   12,375       14,137       13,808       55,868       54,562  
    Adjusted EBITDA $ 212,265     $ 197,512     $ 198,145     $ 784,722     $ 771,221  

    _______________________

    (1) Amounts represents the and the gain on the sale and leaseback of certain buildings and land during 2024. For the year ended December 31, 2023, the loss recorded to properly adjust the carrying value of our Chemical Technologies operations in Russia to the lower of carrying value or fair value less costs to sell .
    (2) Includes charges incurred related to legal and professional fees to comply with, as well as additional foreign currency exchange losses associated with, the sanctions imposed in Russia.
    (3) Includes costs incurred during 2024 in relation to the Merger Agreement with Schlumberger Limited, including third party legal and professional fees.
    (4) Includes costs incurred for the acquisition of businesses and revenue associated with the amortization of a liability established as part of the merger transaction with Ecolab Inc. (“Ecolab”) to acquire the Chemical Technologies business, representing unfavorable terms under the Cross Supply Agreement, as well as costs incurred for the acquisition of businesses. During the fourth quarter of 2023, we recorded a fair value adjustment to contingent consideration on a prior acquisition as well as the settlement of an item pursuant to the tax matters agreement with Ecolab.
    (5) Expense related to the June 3, 2020 merger transaction with Ecolab in which we acquired the Chemical Technologies business.
       
      Three Months Ended   Years Ended
      Dec 31,   Sep 30,   Dec 31,   December 31,
    (in thousands)   2024       2024       2023       2024       2023  
    Diluted earnings per share attributable to ChampionX $ 0.43     $ 0.37     $ 0.39     $ 1.65     $ 1.57  
    Per share adjustments:                  
    (Gain) loss on sale-leaseback transaction and disposal group   —       —       —       (0.15 )     0.06  
    Russia sanctions compliance and impacts   —       —       —           —  
    Restructuring and other related charges   0.01       0.03       0.01       0.09       0.07  
    Merger transaction costs   0.07       0.04       —       0.20       —  
    Acquisition costs and related adjustments   —       —       (0.03 )     0.01       (0.06 )
    Intellectual property defense   —       —       —       0.01       0.01  
    Merger-related indemnification responsibility   —       —       —       —       —  
    Tulsa, Oklahoma storm damage   —       —       0.01       —       0.02  
    Foreign currency transaction losses   0.01       0.02       0.07       0.01       0.18  
    Loss on Argentina Blue Chip Swap transaction   —       —       —       0.04       —  
    Tax impact of adjustments   (0.02 )     (0.02 )     (0.01 )     (0.05 )     (0.06 )
    Adjusted diluted earnings per share attributable to ChampionX $ 0.50     $ 0.44     $ 0.44     $ 1.81     $ 1.79  
                                           

    CHAMPIONX CORPORATION
    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (UNAUDITED)

      Three Months Ended   Years Ended
      Dec 31,   Sep 30,   Dec 31,   December 31,
    (in thousands)   2024       2024       2023       2024       2023  
    Production Chemical Technologies                  
    Segment operating profit $ 103,567     $ 87,260     $ 102,179     $ 364,047     $ 350,216  
    Non-GAAP adjustments   2,251       7,073       11,194       19,108       51,717  
    Depreciation and amortization   27,657       26,289       25,734       106,394       105,058  
    Segment adjusted EBITDA $ 133,475     $ 120,622     $ 139,107     $ 489,549     $ 506,991  
                       
    Production & Automation Technologies                  
    Segment operating profit $ 39,027     $ 34,136     $ 22,110     $ 123,840     $ 118,409  
    Non-GAAP adjustments   75       1,656       1,231       9,807       5,246  
    Depreciation and amortization   31,637       33,812       29,459       125,884       109,017  
    Segment adjusted EBITDA $ 70,739     $ 69,604     $ 52,800     $ 259,531     $ 232,672  
                       
    Drilling Technologies                  
    Segment operating profit $ 10,703     $ 11,501     $ 8,679     $ 78,469     $ 45,481  
    Non-GAAP adjustments   306       54       109       (29,523 )     313  
    Depreciation and amortization   1,312       1,312       1,573       5,465       6,192  
    Segment adjusted EBITDA $ 12,321     $ 12,867     $ 10,361     $ 54,411     $ 51,986  
                       
    Reservoir Chemical Technologies                  
    Segment operating profit $ 2,294     $ 1,675     $ 3,907     $ 12,078     $ 10,541  
    Non-GAAP adjustments   39       3       4       69       1,486  
    Depreciation and amortization   1,418       1,614       1,590       6,196       6,471  
    Segment adjusted EBITDA $ 3,751     $ 3,292     $ 5,501     $ 18,343     $ 18,498  
                       
    Corporate and other                  
    Segment operating profit $ (37,476 )   $ (32,827 )   $ (22,947 )   $ (135,559 )   $ (100,823 )
    Non-GAAP adjustments   16,570       9,336       (839 )     40,693       (1,863 )
    Depreciation and amortization   510       481       354       1,886       9,198  
    Interest expense, net   12,375       14,137       13,808       55,868       54,562  
    Segment adjusted EBITDA $ (8,021 )   $ (8,873 )   $ (9,624 )   $ (37,112 )   $ (38,926 )
                                           

    Free Cash Flow

      Three Months Ended   Years Ended
      Dec 31,   Sep 30,   Dec 31,   December 31,
    (in thousands)   2024       2024       2023       2024       2023  
    Free Cash Flow                  
    Cash provided by operating activities $ 207,250     $ 141,298     $ 168,953     $ 589,681     $ 540,271  
    Less: Capital expenditures, net of proceeds from sale of fixed assets   (37,117 )     (33,248 )     (29,142 )     (129,197 )     (127,779 )
    Free cash flow $ 170,133     $ 108,050     $ 139,811     $ 460,484     $ 412,492  
                       
    Cash From Operating Activities to Revenue Ratio                  
    Cash provided by operating activities $ 207,250     $ 141,298     $ 168,953     $ 589,681     $ 540,271  
    Revenue $ 912,037     $ 906,533     $ 943,555     $ 3,633,983     $ 3,758,285  
                       
    Cash from operating activities to revenue ratio   23 %     16 %     18 %     16 %     14 %
                       
    Free Cash Flow to Revenue Ratio                  
    Free cash flow $ 170,133     $ 108,050     $ 139,811     $ 460,484     $ 412,492  
    Revenue $ 912,037     $ 906,533     $ 943,555     $ 3,633,983     $ 3,758,285  
                       
    Free cash flow to revenue ratio   19 %     12 %     15 %     13 %     11 %
                       
    Free Cash Flow to Adjusted EBITDA Ratio                  
    Free cash flow $ 170,133     $ 108,050     $ 139,811     $ 460,484     $ 412,492  
    Adjusted EBITDA $ 212,265     $ 197,512     $ 198,145     $ 784,722     $ 771,221  
                       
    Free cash flow to adjusted EBITDA ratio   80 %     55 %     71 %     59 %     53 %

    The MIL Network –

  • MIL-OSI Security: Two Individuals Charged With Running a Fencing Operation for South American Theft Groups in Manhattan’s Diamond District

    Source: Office of United States Attorneys

    Defendants Allegedly Received Luxury Items Linked to Burglaries Across Multiple States

    Earlier today, at the federal court in Brooklyn, an indictment was unsealed charging Dimitriy Nezhinskiy and Juan Villar with conspiracy to receive stolen property related to their purchasing of stolen goods that traveled across state lines. The defendants were arrested today, Nezhinskiy in New Jersey and Villar in Manhattan. They will be arraigned tomorrow before United States Magistrate Judge Lara K. Eshkenazi.

    John J. Durham, United States Attorney for the Eastern District of New York, James E. Dennehy, Assistant Director in Charge, Federal Bureau of Investigation, New York Field Office (FBI), Jessica S. Tisch, Commissioner, New York City Police Department (NYPD) and Patrick J. Ryder, Commissioner, Nassau County Police Department (NCPD) announced the charges.

    “As alleged, the defendants created an illicit market and fueled demand for burglaries by South American Theft Groups and other crews around the country by purchasing stolen watches, jewelry and other luxury items, and then re-selling them in their New York City store,” stated United States Attorney Durham.  “My Office will continue to pursue organized groups who engage, enable, or encourage the pillaging of residential homes and businesses that has a corrosive effect on the sense of security in our communities.”

    “For almost five years, Dimitriy Nezhinskiy and Juan Villar allegedly served as unlawful brokers to perpetuate the sale of stolen luxury items by purchasing them from burglary crews. The defendants’ alleged actions incentivized highly organized South American Theft Groups to continue their meticulous looting scheme against a myriad of affluent residences and businesses across the country. With our law enforcement partners, the FBI will continue to dismantle any criminal activity curated to capitalize on victims’ losses and establish an economic demand for ill-obtained merchandise within our city,” stated FBI Assistant Director in Charge Dennehy.

    “We will not tolerate crime of any kind in New York, whether it be street crime, retail theft, or these organized operations that target residential homes to steal and resell luxury goods,” said NYPD Commissioner Tisch.  “Today’s indictment is the result of our strong work with our law enforcement partners and our commitment to cracking down on these crime rings that threaten our communities.”

    “We want to thank our partners in federal law enforcement for this collaborative effort to bring this criminal to justice,” stated NCPD Commissioner Ryder. “The men and women of the Nassau County Police Department, particularly the dedicated Detectives of the Major Case Squad, work tirelessly to investigate crimes and arrest those who prey upon our citizens.”

    As alleged in the indictment, between approximately 2020 and 2025, the defendants conspired with each another and others to receive and purchase stolen property, including jewelry, watches, handbags and assorted luxury items that had been stolen outside of the state of New York and transported into New York.  As detailed in court filings, Nezhinskiy and Villar regularly served as “fences” for burglary crews based out of South America who traveled around the United States committing burglaries, typically targeting wealthier neighborhoods or jewelry vendors, and stealing luxury accessories. Nezhinskiy and Villar’s operation provided an essential market for the stolen goods, perpetuating the dangerous criminal activities of the burglary and theft crews composed largely of foreign nationals.

    For example, evidence links Nezhinskiy and Villar to thefts around the country, including crimes committed by Bryan Leandro Herrera Maldonado, a prolific burglar who committed at least 16 residential burglaries across the United States between 2019 and 2020.  Additionally, phone records and video surveillance links Nezhinskiy to at least two members of a four-man burglary crew believed to be involved in the December 9, 2024 burglary of a high-profile athlete in Ohio, and showed Nezhinskiy in contact with that crew less than one week before the burglary in Ohio.

    In addition, between October 2022 and January 2024, an undercover detective conducted seven controlled sales of purported stolen property, including high-end handbags and luxury accessories, to Nezhinskiy or Villar, or both, at their business location in Manhattan’s Diamond District.  During these controlled sales, the undercover detective provided the defendants with items that the undercover told the defendants had been stolen, and received cash in exchange for the stolen goods.

    Today, law enforcement executed a search warrant at the location on 47th Street in Manhattan where Nezhinskiy and Villar operate a pawn shop and seized large quantities of suspected stolen property, including dozens of high-end watches and jewelry. Law enforcement also recovered large quantities of cash and marijuana.  Simultaneously, law enforcement executed a search warrant at storage units belonging to Nezhinskiy in New Jersey where an additional cache of suspected stolen property was found.  From inside Nezhinskiy’s storage units, law enforcement recovered large quantities of luxury goods and clothing, including high-end handbags, wine, sports memorabilia, jewelry, artwork and power tools consistent with those commonly used in burglaries and opening safes.

    The charges in the indictment are allegations and the defendants are presumed innocent unless and until proven guilty.  If convicted of receipt of stolen goods, the defendants face up to 10 years in prison.

    The government’s case is being handled by the Criminal Section of the Office’s Long Island Division and the Office’s General Crimes Section.  Assistant United States  Attorneys Michael R. Maffei, Katherine P. Onyshko and Sean M. Sherman are in charge of the prosecution.

    The Defendants:

    DIMITRIY NEZHINSKIY
    Age:  43
    North Bergen, New Jersey

    JUAN VILLAR
    Age:  48
    Queens, New York

    E.D.N.Y. Docket No. 25-CR-40 (WFK)

    MIL Security OSI –

  • MIL-OSI Security: Two Individuals Indicted on Federal Child Pornography Charges

    Source: Office of United States Attorneys

    COUNCIL BLUFFS, Iowa – A federal grand jury in Council Bluffs returned a two-count indictment on January 29, 2025 charging two individuals with offenses related to distribution and receipt of child pornography.

    The following individuals are charged in the Indictment:

    • Jason J. Traina, 52, Rockland County, New York is charged with distribution of child pornography. On January 31, 2025, Traina made his initial appearance in the Southern District of New York. The government argued Traina should remain detained pending trial. The United States Magistrate Judge released Traina on conditions of home detention and location monitoring.
    • Carrie Marie Campbell, 40, of Council Bluffs, is charged with receipt of child pornography. On February 3, 2025, Campbell made her initial appearance in the Southern District of Iowa. Campbell was temporarily ordered detained until a detention hearing.

    Traina and Campbell each face a mandatory minimum sentence of five years in prison and a maximum sentence of twenty years in prison.

    United States Attorney Richard D. Westphal of the Southern District of Iowa made the announcement. The Federal Bureau of Investigation and the Council Bluffs Police Department are investigating this case, with assistance from the Rockland County District Attorney’s Office, FBI Safe Streets NY, and the Stony Point Police Department.

    An indictment 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 Europe: Answer to a written question – High cost of living in the outermost regions – E-002822/2024(ASW)

    Source: European Parliament

    The Commission is aware of the high costs of living in the outermost regions. A 2024 independent study on living conditions[1] puts the spotlight on substantial challenges in access to housing (as well as energy and water) in these regions.

    In line with the 2022 strategy for the outermost regions[2], and highlighted in its 2024 implementation report[3], the Commission supports these regions through policies and funds that seek to improve living conditions and alleviate poverty. For example, the cohesion policy funds support these regions with nearly EUR 10 billion between 2021 and 2027.

    Cohesion policy funds play a vital role in supporting access to affordable and adequate housing, as well as for access to basic services and infrastructure. In addition, the Recovery and Resilience Facility finances energy renovation of housing, to help reduce the energy bills of the most vulnerable households and increase their comfort. For instance, France’s recovery and resilience plan funds a programme for energy renovation of social housing, and initiatives to improve energy efficiency in private housing, including in its outermost regions.

    The ‘Programme of Options Specific to Remoteness and Insularity’ (POSEI) contributes to food autonomy, accessibility, and economic diversification in these regions with over EUR 4.5 billion. The European agricultural fund for rural development further supports their agri-food sector and rural development with over EUR 1 billion.

    Finally, the first-ever Commissioner for housing will deliver a European Affordable Housing Plan to address structural drivers and unlock public and private investment for affordable and sustainable housing. The Commission is establishing a Task Force on Housing to this end.

    • [1] Study on living conditions and access to selected basic needs in the EU outermost regions, (ECORYS — February 2024): https://ec.europa.eu/regional_policy/information-sources/publications/studies/2024/study-on-living-conditions-and-access-to-selected-basic-needs-in-the-eu-outermost-regions_en
    • [2] COMMUNICATION FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT, THE COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE COMMITTEE OF THE REGIONS Putting people first, securing sustainable and inclusive growth, unlocking the potential of the EU’s outermost regions (COM/2022/198 final): https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:52022DC0198
    • [3] Report on the implementation of the communication: Putting people first, securing sustainable and inclusive growth, unlocking the potential of the EU’s outermost regions: https://ec.europa.eu/regional_policy/information-sources/publications/reports/2024/report-on-the-implementation-of-the-communication-putting-people-first-securing-sustainable-and-inclusive-growth-unlocking-the-potential-of-the-eu-s-outermost-regions_en
    Last updated: 4 February 2025

    MIL OSI Europe News –

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

    Source: GlobeNewswire (MIL-OSI)

    SANTA CLARA, Calif., Feb. 04, 2025 (GLOBE NEWSWIRE) — AMD (NASDAQ:AMD) today announced financial results for the fourth quarter and full year of 2024. Fourth quarter revenue was a record $7.7 billion, gross margin was 51%, operating income was $871 million, net income was $482 million and diluted earnings per share was $0.29. On a non-GAAP(*) basis, gross margin was 54%, operating income was a record $2.0 billion, net income was a record $1.8 billion and diluted earnings per share was $1.09.

    For the full year 2024, AMD reported record revenue of $25.8 billion, gross margin of 49%, operating income of $1.9 billion, net income of $1.6 billion, and diluted earnings per share of $1.00. On a non-GAAP(*) basis, gross margin was a record 53%, operating income was $6.1 billion, net income was $5.4 billion and diluted earnings per share was $3.31.

    “2024 was a transformative year for AMD as we delivered record annual revenue and strong earnings growth,” said AMD Chair and CEO Dr. Lisa Su. “Data Center segment annual revenue nearly doubled as EPYC processor adoption accelerated and we delivered more than $5 billion of AMD Instinct accelerator revenue. Looking into 2025, we see clear opportunities for continued growth based on the strength of our product portfolio and growing demand for high-performance and adaptive computing.”

    “We closed 2024 with a strong fourth quarter, delivering record revenue up 24% year-over-year, and accelerated earnings expansion while investing aggressively in AI and innovation to position us for long-term growth and value creation,” said AMD EVP, CFO and Treasurer Jean Hu.

    GAAP Quarterly Financial Results

      Q4 2024 Q4 2023 Y/Y Q3 2024 Q/Q
    Revenue ($M) $7,658 $6,168 Up 24% $6,819 Up 12%
    Gross profit ($M) $3,882 $2,911 Up 33% $3,419 Up 14%
    Gross margin 51% 47% Up 4 ppts 50% Up 1%
    Operating expenses ($M) $3,022 $2,575 Up 17% $2,709 Up 12%
    Operating income ($M) $871 $342 Up 155% $724 Up 20%
    Operating margin 11% 6% Up 5 ppts 11% Flat
    Net income ($M) $482 $667 Down 28% $771 Down 37%
    Diluted earnings per share $0.29 $0.41 Down 29% $0.47 Down 38%

    Non-GAAP(*) Quarterly Financial Results

      Q4 2024 Q4 2023 Y/Y Q3 2024 Q/Q
    Revenue ($M) $7,658 $6,168 Up 24% $6,819 Up 12%
    Gross profit ($M) $4,140 $3,133 Up 32% $3,657 Up 13%
    Gross margin 54% 51% Up 3 ppts 54% Flat
    Operating expenses ($M) $2,125 $1,727 Up 23% $1,956 Up 9%
    Operating income ($M) $2,026 $1,412 Up 43% $1,715 Up 18%
    Operating margin 26% 23% Up 3 ppts 25% Up 1 ppt
    Net income ($M) $1,777 $1,249 Up 42% $1,504 Up 18%
    Diluted earnings per share $1.09 $0.77 Up 42% $0.92 Up 18%

    Annual Financial Results

      GAAP Non-GAAP(*)
       2024   2023  Y/Y  2024   2023  Y/Y
    Revenue ($M) $25,785 $22,680 Up 14% $25,785 $22,680 Up 14%
    Gross profit ($M) $12,725 $10,460 Up 22% $13,759 $11,436 Up 20%
    Gross margin % 49% 46% Up 3 ppts 53% 50% Up 3 ppts
    Operating expenses ($M) $10,873 $10,093 Up 8% $7,669 $6,616 Up 16%
    Operating income ($M) $1,900 $401 Up 374% $6,138 $4,854 Up 26%
    Operating margin % 7% 2% Up 5 ppts 24% 21% Up 3 ppts
    Net income ($M) $1,641 $854 Up 92% $5,420 $4,302 Up 26%
    Diluted earnings per share $1.00 $0.53 Up 89% $3.31 $2.65 Up 25%

    Segment Summary

    • Data Center segment revenue in the quarter was a record $3.9 billion, up 69% year-over-year primarily driven by the strong ramp of AMD Instinct™ GPU shipments and growth in AMD EPYC™ CPU sales.  
      • For 2024, Data Center segment revenue was a record $12.6 billion, an increase of 94% compared to the prior year, driven by growth in both AMD Instinct and EPYC processors.
    • Client segment revenue in the quarter was a record $2.3 billion, up 58% year-over-year primarily driven by strong demand for AMD Ryzen™ processors.
      • For 2024, Client segment revenue was a record $7.1 billion, up 52% compared to the prior year, due to strong demand for AMD Ryzen processors in desktop and mobile.
    • Gaming segment revenue in the quarter was $563 million, down 59% year-over-year, primarily due to a decrease in semi-custom revenue.
      • For 2024, Gaming segment revenue was $2.6 billion, down 58% compared to the prior year, primarily due to a decrease in semi-custom revenue.
    • Embedded segment revenue in the quarter was $923 million, down 13% year-over-year, as end market demand continues to be mixed.
      • For 2024, Embedded segment revenue was $3.6 billion, down 33% from the prior year, primarily due to customers normalizing their inventory levels.

    Recent PR Highlights

    • AMD continues expanding its partnerships to deliver highly performant AI infrastructure at scale:
      • IBM announced plans to deploy AMD Instinct MI300X accelerators to power generative AI and HPC applications on IBM Cloud.
      • Vultr and AMD announced a strategic collaboration to leverage AMD Instinct MI300X accelerators and AMD ROCm™ open software to power Vultr’s cloud infrastructure for enterprise AI development and deployment.
      • Aleph Alpha announced that it will leverage AMD Instinct MI300 Series accelerators and ROCm software to enable its tokenizer-free LLM architecture, a new approach to generative AI that aims to simplify the development of sovereign AI solutions for governments and enterprises.
      • Fujitsu and AMD announced a strategic partnership to develop more sustainable computing infrastructure to accelerate open source AI.
      • AMD expanded strategic investments to advance the AI ecosystem and solutions, including investments in LiquidAI, Vultr and Absci.
    • AMD is accelerating its AI software roadmap to deliver a robust open AI stack for the ecosystem:
      • AMD released ROCm 6.3 with numerous performance enhancements enabling faster inferencing on AMD Instinct accelerators as well as additional compiler tools and libraries.
      • AMD shared an update on its 2025 plans for the ROCm software stack to enable easier adoption of and improved out of box support for both inferencing and training applications.
    • Dell and AMD announced that AMD Ryzen AI PRO processors will power new Dell Pro notebook and desktop PCs, bringing exceptional battery life, on-device AI, Copilot+ experiences and dependable productivity to enterprise users. For the first time, Dell will offer a full portfolio of commercial PCs based on Ryzen processors, marking a significant milestone in the companies’ collaboration.
    • AMD expanded its broad consumer and commercial AI PC portfolio:
      • New AMD Ryzen AI Max and Ryzen AI Max PRO Series processors deliver workstation-level performance and next-gen AI performance for gaming, content creation and complex AI-accelerated workloads.
      • Expanded Ryzen AI 300 and Ryzen AI 300 PRO Series processors bring premium AI capabilities to mainstream and entry-level notebooks, as well as enhanced security, manageability and support for Microsoft Copilot+ experiences tailored for business users.
      • Additional Ryzen 200 and Ryzen 200 PRO Series processors offer incredible AI experiences, performance and battery life for everyday users and professionals.
      • More than 150 Ryzen AI platforms are expected to be available from leading OEMs this year.
    • AMD extended its leadership in high performance computing (HPC), enabling the most powerful and many of the most energy efficient supercomputers in the world:
      • The El Capitan supercomputer at Lawrence Livermore National Laboratory became the second AMD supercomputer to surpass the exascale barrier, placing #1 on the latest Top500 list.
      • The Hunter supercomputer at the High-Performance Computing Center of the University of Stuttgart (HLRS), powered by AMD Instinct MI300A APUs, began service, delivering HPC and AI resources for scientists, researchers, industry and the public sector.
      • AMD EPYC processors and AMD Instinct accelerators power many new supercomputing projects and AI deployments, including the Eni HPC 6 system, the University of Paderborn’s latest supercomputer and the Sigma2 AS system which is slated to be the fastest system in Norway.
    • AMD powers incredible experiences for gamers across a broad range of devices:
      • At CES 2025, AMD announced new AMD Ryzen 9000X3D, Ryzen Z2 and Ryzen 9000HX processors, extending its leadership in desktop, mobile and handheld gaming.
      • AMD shared the latest version of AMD Software: Adrenalin Edition™, 24.9.1, continuing to enhance gaming experiences with AMD Fluid Motion Frames 2 and AMD HYPR-RX.
    • AMD continues to deliver leadership compute performance and capabilities at the edge with an expanded portfolio of solutions:
      • New AMD Versal™ Gen 2 portfolio with next-generation interface and memory technologies for data-intensive applications in the data center, communications, test and measurement and aerospace and defense markets.
      • AMD Versal RF Series adaptive SoCs, combining high-resolution radio frequency data converters, dedicated DSP hard IP, AI engines and programmable logic in a single chip.
      • Vodafone and AMD announced they are collaborating on mobile base station silicon chip designs to enable higher-capacity AI and digital services.

    Current Outlook

    AMD’s outlook statements are based on current expectations. The following statements are forward-looking and actual results could differ materially depending on market conditions and the factors set forth under “Cautionary Statement” below.

    For the first quarter of 2025, AMD expects revenue to be approximately $7.1 billion, plus or minus $300 million. At the mid-point of the revenue range, this represents year-over-year growth of approximately 30% and a sequential decline of approximately 7%. Non-GAAP gross margin is expected to be approximately 54%.

    AMD Teleconference
    AMD will hold a conference call at 2:00 p.m. PT (5:00 p.m. ET) today to discuss its fourth quarter and full year 2024 financial results. AMD will provide a real-time audio broadcast of the teleconference on the Investor Relations page of its website at www.amd.com.

    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

    (in millions, except per share data) (Unaudited)

      Three Months Ended   Year Ended
      December 28,
    2024    		   September 28,
    2024    		   December 30,
    2023    		   December 28,
    2024    		   December 30,
    2023
    GAAP gross profit $ 3,882     $ 3,419     $ 2,911     $ 12,725     $ 10,460  
    GAAP gross margin   51 %     50 %     47 %     49 %     46 %
    Stock-based compensation   6       5       6       22       30  
    Amortization of acquisition-related intangibles   252       233       215       946       942  
    Acquisition-related and other costs (1)   —       —       1       1       4  
    Inventory loss at contract manufacturer (2)   —       —       —       65       —  
    Non-GAAP gross profit $ 4,140     $ 3,657     $ 3,133     $ 13,759     $ 11,436  
    Non-GAAP gross margin   54 %     54 %     51 %     53 %     50 %
                       
    GAAP operating expenses $ 3,022     $ 2,709     $ 2,575     $ 10,873     $ 10,093  
    GAAP operating expenses/revenue %   39 %     40 %     42 %     42 %     45 %
    Stock-based compensation   333       346       368       1,385       1,350  
    Amortization of acquisition-related intangibles   332       352       420       1,448       1,869  
    Acquisition-related and other costs (1)   46       55       60       185       258  
    Restructuring charges (3)   186       —       —       186       —  
    Non-GAAP operating expenses $ 2,125     $ 1,956     $ 1,727     $ 7,669     $ 6,616  
    Non-GAAP operating expenses/revenue %   28 %     29 %     28 %     30 %     29 %
                       
    GAAP operating income $ 871     $ 724     $ 342     $ 1,900     $ 401  
    GAAP operating margin   11 %     11 %     6 %     7 %     2 %
    Stock-based compensation   339       351       374       1,407       1,380  
    Amortization of acquisition-related intangibles   584       585       635       2,394       2,811  
    Acquisition-related and other costs (1)   46       55       61       186       262  
    Inventory loss at contract manufacturer (2)   —       —       —       65       —  
    Restructuring charges (3)   186       —       —       186       —  
    Non-GAAP operating income $ 2,026     $ 1,715     $ 1,412     $ 6,138     $ 4,854  
    Non-GAAP operating margin   26 %     25 %     23 %     24 %     21 %
      Three Months Ended
    		   Year Ended
      December 28,
    2024    		   September 28,
    2024    		   December 30,
    2023    		   December 28,
    2024    		   December 30,
    2023
    GAAP net income / earnings per share $ 482     $ 0.29     $ 771     $ 0.47     $ 667     $ 0.41     $ 1,641     $ 1.00     $ 854     $ 0.53  
    (Gains) losses on equity investments, net   —       —       (1 )     —       1       —       2       —       (1 )     —  
    Stock-based compensation   339       0.21       351       0.21       374       0.23       1,407       0.86       1,380       0.85  
    Equity income in investee   (12 )     (0.01 )     (7 )     —       (6 )     —       (33 )     (0.02 )     (16 )     (0.01 )
    Amortization of acquisition-related intangibles   584       0.36       585       0.36       635       0.39       2,394       1.46       2,811       1.73  
    Acquisition-related and other costs (1)   46       0.03       56       0.03       61       0.04       187       0.11       262       0.16  
    Inventory loss at contract manufacturer (2)   —       —       —       —       —       —       65       0.04       —       —  
    Restructuring charges (3)   186       0.11       —       —       —       —       186       0.11       —       —  
    Income tax provision   152       0.10       (251 )     (0.15 )     (483 )     (0.30 )     (429 )     (0.25 )     (988 )     (0.61 )
    Non-GAAP net income / earnings per share $ 1,777     $ 1.09     $ 1,504     $ 0.92     $ 1,249     $ 0.77     $ 5,420     $ 3.31     $ 4,302     $ 2.65  
    (1 )   Acquisition-related and other costs primarily include transaction costs, purchase price fair value adjustments for inventory, certain compensation charges, contract termination costs and workforce rebalancing charges.
    (2 )   Inventory loss at contract manufacturer is related to an incident at a third-party contract manufacturing facility.
    (3 )   Restructuring charges are related to the 2024 Restructuring Plan which comprised of employee severance charges and non-cash asset impairments.
           

    About AMD
    For more than 50 years AMD has driven innovation in high-performance computing, graphics and visualization technologies. AMD employees are focused on building leadership high-performance and adaptive products that push the boundaries of what is possible. Billions of people, leading Fortune 500 businesses and cutting-edge scientific research institutions around the world rely on AMD technology daily to improve how they live, work and play. For more information about how AMD is enabling today and inspiring tomorrow, visit the AMD (NASDAQ: AMD) website, blog, LinkedIn and X pages.

    Cautionary Statement

    This press release contains forward-looking statements concerning Advanced Micro Devices, Inc. (AMD) such as, the opportunities for continued growth based on AMD’s product portfolio and growing demand for high-performance and adaptive computing; AMD’s ability to position itself for long-term growth and value creation; the features, functionality, performance, availability, timing and expected benefits of future AMD products; and AMD’s expected first quarter 2025 financial outlook, including revenue and non-GAAP gross margin, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are commonly identified by words such as “would,” “may,” “expects,” “believes,” “plans,” “intends,” “projects” and other terms with similar meaning. Investors are cautioned that the forward-looking statements in this press release are based on current beliefs, assumptions and expectations, speak only as of the date of this press release and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Such statements are subject to certain known and unknown risks and uncertainties, many of which are difficult to predict and generally beyond AMD’s control, that could cause actual results and other future events to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Material factors that could cause actual results to differ materially from current expectations include, without limitation, the following: Intel Corporation’s dominance of the microprocessor market and its aggressive business practices; Nvidia’s dominance in the graphics processing unit market and its aggressive business practices; competitive markets in which AMD’s products are sold; the cyclical nature of the semiconductor industry; market conditions of the industries in which AMD products are sold; AMD’s ability to introduce products on a timely basis with expected features and performance levels; loss of a significant customer; economic and market uncertainty; quarterly and seasonal sales patterns; AMD’s ability to adequately protect its technology or other intellectual property; unfavorable currency exchange rate fluctuations; ability of third party manufacturers to manufacture AMD’s products on a timely basis in sufficient quantities and using competitive technologies; availability of essential equipment, materials, substrates or manufacturing processes; ability to achieve expected manufacturing yields for AMD’s products; AMD’s ability to generate revenue from its semi-custom SoC products; potential security vulnerabilities; potential security incidents including IT outages, data loss, data breaches and cyberattacks; uncertainties involving the ordering and shipment of AMD’s products; AMD’s reliance on third-party intellectual property to design and introduce new products; AMD’s reliance on third-party companies for design, manufacture and supply of motherboards, software, memory and other computer platform components; AMD’s reliance on Microsoft and other software vendors’ support to design and develop software to run on AMD’s products; AMD’s reliance on third-party distributors and add-in-board partners; impact of modification or interruption of AMD’s internal business processes and information systems; compatibility of AMD’s products with some or all industry-standard software and hardware; costs related to defective products; efficiency of AMD’s supply chain; AMD’s ability to rely on third party supply-chain logistics functions; AMD’s ability to effectively control sales of its products on the gray market; long-term impact of climate change on AMD’s business; impact of government actions and regulations such as export regulations, tariffs and trade protection measures; AMD’s ability to realize its deferred tax assets; potential tax liabilities; current and future claims and litigation; impact of environmental laws, conflict minerals related provisions and other laws or regulations; evolving expectations from governments, investors, customers and other stakeholders regarding corporate responsibility matters; issues related to the responsible use of AI; restrictions imposed by agreements governing AMD’s notes, the guarantees of Xilinx’s notes and the revolving credit agreement; impact of acquisitions, joint ventures and/or strategic investments on AMD’s business and AMD’s ability to integrate acquired businesses; our ability to complete the acquisition of ZT Systems;  impact of any impairment of the combined company’s assets; political, legal and economic risks and natural disasters; future impairments of technology license purchases; AMD’s ability to attract and retain qualified personnel; and AMD’s stock price volatility. Investors are urged to review in detail the risks and uncertainties in AMD’s Securities and Exchange Commission filings, including but not limited to AMD’s most recent reports on Forms 10-K and 10-Q.

    (*) In this earnings press release, in addition to GAAP financial results, AMD has provided non-GAAP financial measures including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating expenses/revenue%, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP diluted earnings per share. AMD uses a normalized tax rate in its computation of the non-GAAP income tax provision to provide better consistency across the reporting periods. For fiscal 2024, AMD used a non-GAAP tax rate of 13%, which excludes the tax impact of pre-tax non-GAAP adjustments. AMD also provided adjusted EBITDA, free cash flow and free cash flow margin as supplemental non-GAAP measures of its performance. These items are defined in the footnotes to the selected corporate data tables provided at the end of this earnings press release. AMD is providing these financial measures because it believes this non-GAAP presentation makes it easier for investors to compare its operating results for current and historical periods and also because AMD believes it assists investors in comparing AMD’s performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative of its core operating performance and for the other reasons described in the footnotes to the selected data tables. The non-GAAP financial measures disclosed in this earnings press release should be viewed in addition to and not as a substitute for or superior to AMD’s reported results prepared in accordance with GAAP and should be read only in conjunction with AMD’s Consolidated Financial Statements prepared in accordance with GAAP. These non-GAAP financial measures referenced are reconciled to their most directly comparable GAAP financial measures in the data tables in this earnings press release. This earnings press release also contains forward-looking non-GAAP gross margin concerning AMD’s financial outlook, which is based on current expectations as of February 4, 2025, and assumptions and beliefs that involve numerous risks and uncertainties. Adjustments to arrive at the GAAP gross margin outlook typically include stock-based compensation, amortization of acquired intangible assets and acquisition-related and other costs. The timing and impact of such adjustments are dependent on future events that are typically uncertain or outside of AMD’s control, therefore, a reconciliation to equivalent GAAP measures is not practicable at this time. AMD undertakes no intent or obligation to publicly update or revise its outlook statements as a result of new information, future events or otherwise, except as may be required by law.

    © 2025 Advanced Micro Devices, Inc. All rights reserved. AMD, the AMD Arrow logo, 3D V-Cache, Alveo, AMD Instinct, EPYC, FidelityFX, Kria, Radeon, Ryzen, Threadripper, Ultrascale+, Versal, Zynq, and combinations thereof, are trademarks of Advanced Micro Devices, Inc.

    ADVANCED MICRO DEVICES, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Millions except per share amounts and percentages) (Unaudited)

      Three Months Ended   Year Ended
      December 28,
    2024    		   September 28,
    2024    		   December 30,
    2023    		   December 28,
    2024    		   December 30,
    2023
    Net revenue $ 7,658     $ 6,819     $ 6,168     $ 25,785     $ 22,680  
    Cost of sales   3,524       3,167       3,042       12,114       11,278  
    Amortization of acquisition-related intangibles   252       233       215       946       942  
    Total cost of sales   3,776       3,400       3,257       13,060       12,220  
    Gross profit   3,882       3,419       2,911       12,725       10,460  
    Gross margin   51 %     50 %     47 %     49 %     46 %
    Research and development   1,712       1,636       1,511       6,456       5,872  
    Marketing, general and administrative   792       721       644       2,783       2,352  
    Amortization of acquisition-related intangibles   332       352       420       1,448       1,869  
    Licensing gain   (11 )     (14 )     (6 )     (48 )     (34 )
    Restructuring charges   186       —       —       186       —  
    Operating income   871       724       342       1,900       401  
    Interest expense   (19 )     (23 )     (27 )     (92 )     (106 )
    Other income (expense), net   37       36       49       181       197  
    Income before income taxes and equity income   889       737       364       1,989       492  
    Income tax provision (benefit)   419       (27 )     (297 )     381       (346 )
    Equity income in investee   12       7       6       33       16  
    Net income $ 482     $ 771     $ 667     $ 1,641     $ 854  
    Earnings per share                  
    Basic $ 0.30     $ 0.48     $ 0.41     $ 1.01     $ 0.53  
    Diluted $ 0.29     $ 0.47     $ 0.41     $ 1.00     $ 0.53  
    Shares used in per share calculation                  
    Basic   1,623       1,620       1,616       1,620       1,614  
    Diluted   1,634       1,636       1,628       1,637       1,625  

    ADVANCED MICRO DEVICES, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Millions)

      December 28,
    2024    		   December 30,
    2023
      (Unaudited)    
    ASSETS      
    Current assets:      
    Cash and cash equivalents $ 3,787     $ 3,933  
    Short-term investments   1,345       1,840  
    Accounts receivable, net   6,192       4,323  
    Inventories   5,734       4,351  
    Receivables from related parties   113       9  
    Prepaid expenses and other current assets   1,878       2,312  
    Total current assets   19,049       16,768  
    Property and equipment, net   1,802       1,589  
    Operating lease right-of-use assets   623       633  
    Goodwill   24,839       24,262  
    Acquisition-related intangibles, net   18,930       21,363  
    Investment: equity method   149       99  
    Deferred tax assets   688       366  
    Other non-current assets   3,146       2,805  
    Total Assets $ 69,226     $ 67,885  
           
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current liabilities:      
    Accounts payable $ 1,990     $ 2,055  
    Payables to related parties   476       363  
    Accrued liabilities   4,260       3,082  
    Current portion of long-term debt, net   —       751  
    Other current liabilities   555       438  
    Total current liabilities   7,281       6,689  
    Long-term debt, net of current portion   1,721       1,717  
    Long-term operating lease liabilities   491       535  
    Deferred tax liabilities   349       1,202  
    Other long-term liabilities   1,816       1,850  
           
    Stockholders’ equity:      
    Capital stock:      
    Common stock, par value   17       17  
    Additional paid-in capital   61,362       59,676  
    Treasury stock, at cost   (6,106 )     (4,514 )
    Retained earnings   2,364       723  
    Accumulated other comprehensive loss   (69 )     (10 )
    Total stockholders’ equity   57,568       55,892  
    Total Liabilities and Stockholders’ Equity $ 69,226     $ 67,885  

    ADVANCED MICRO DEVICES, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Millions) (Unaudited)

      Three Months Ended   Year Ended
      December 28,
    2024    		   December 30,
    2023    		   December 28,
    2024    		   December 30,
    2023
    Cash flows from operating activities:              
    Net income $ 482     $ 667     $ 1,641     $ 854  
    Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization   172       164       671       642  
    Amortization of acquisition-related intangibles   583       635       2,393       2,811  
    Stock-based compensation   339       374       1,407       1,384  
    Amortization of operating lease right-of-use assets   31       25       113       98  
    Deferred income taxes   (300 )     (219 )     (1,163 )     (1,019 )
    Inventory loss at contract manufacturer   —       —       65       —  
    Other   62       (23 )     12       (54 )
    Changes in operating assets and liabilities              
    Accounts receivable, net   96       (379 )     (1,865 )     (1,339 )
    Inventories   (362 )     94       (1,458 )     (580 )
    Prepaid expenses and other assets   494       (34 )     343       (383 )
    Receivables from and payables to related parties, net   30       29       108       (107 )
    Accounts payable   (585 )     (181 )     (109 )     (419 )
    Accrued and other liabilities   257       (771 )     883       (221 )
    Net cash provided by operating activities   1,299       381       3,041       1,667  
    Cash flows from investing activities:              
    Purchases of property and equipment   (208 )     (139 )     (636 )     (546 )
    Purchases of short-term investments   (786 )     (410 )     (1,493 )     (3,722 )
    Proceeds from maturity of short-term investments   65       770       1,416       2,687  
    Proceeds from sale of short-term investments   25       52       616       300  
    Acquisitions, net of cash acquired   —       (117 )     (548 )     (131 )
    Related party equity method investment   —       —       (17 )     —  
    Issuance of loan to related party   (100 )     —       (100 )     —  
    Purchase of strategic investments   (210 )     (6 )     (341 )     (11 )
    Other   —       —       2       —  
    Net cash provided by (used in) investing activities   (1,214 )     150       (1,101 )     (1,423 )
    Cash flows from financing activities:              
    Repayment of debt   —       —       (750 )     —  
    Proceeds from sales of common stock through employee equity plans   127       120       279       268  
    Repurchases of common stock   (256 )     (233 )     (862 )     (985 )
    Common stock repurchases for tax withholding on employee equity plans   (42 )     (45 )     (728 )     (427 )
    Other   —       (1 )     (1 )     (2 )
    Net cash used in financing activities   (171 )     (159 )     (2,062 )     (1,146 )
    Net increase (decrease) in cash, cash equivalents and restricted cash   (86 )     372       (122 )     (902 )
    Cash, cash equivalents and restricted cash at beginning of period   3,897       3,561       3,933       4,835  
    Cash, cash equivalents and restricted cash at end of period $ 3,811     $ 3,933     $ 3,811     $ 3,933  

    ADVANCED MICRO DEVICES, INC.
    SELECTED CORPORATE DATA
    (Millions) (Unaudited)

      Three Months Ended   Year Ended
      December 28,
    2024    		   September 28,
    2024    		   December 30,
    2023    		   December 28,
    2024    		   December 30,
    2023
    Segment and Category Information(1)                  
    Data Center                  
    Net revenue $ 3,859     $ 3,549     $ 2,282     $ 12,579     $ 6,496  
    Operating income $ 1,157     $ 1,041     $ 666     $ 3,482     $ 1,267  
    Client                  
    Net revenue $ 2,313     $ 1,881     $ 1,461     $ 7,054     $ 4,651  
    Operating income (loss) $ 446     $ 276     $ 55     $ 897     $ (46 )
    Gaming                  
    Net revenue $ 563     $ 462     $ 1,368     $ 2,595     $ 6,212  
    Operating income $ 50     $ 12     $ 224     $ 290     $ 971  
    Embedded                  
    Net revenue $ 923     $ 927     $ 1,057     $ 3,557     $ 5,321  
    Operating income $ 362     $ 372     $ 461     $ 1,421     $ 2,628  
    All Other                  
    Net revenue $ —     $ —     $ —     $ —     $ —  
    Operating loss $ (1,144 )   $ (977 )   $ (1,064 )   $ (4,190 )   $ (4,419 )
    Total                  
    Net revenue $ 7,658     $ 6,819     $ 6,168     $ 25,785     $ 22,680  
    Operating income $ 871     $ 724     $ 342     $ 1,900     $ 401  
                       
    Other Data                  
    Capital expenditures $ 208     $ 132     $ 139     $ 636     $ 546  
    Adjusted EBITDA (2) $ 2,212     $ 1,887     $ 1,576     $ 6,824     $ 5,496  
    Cash, cash equivalents and short-term investments $ 5,132     $ 4,544     $ 5,773     $ 5,132     $ 5,773  
    Free cash flow (3) $ 1,091     $ 496     $ 242     $ 2,405     $ 1,121  
    Total assets $ 69,226     $ 69,636     $ 67,885     $ 69,226     $ 67,885  
    Total debt $ 1,721     $ 1,720     $ 2,468     $ 1,721     $ 2,468  
    (1 )   The Data Center segment primarily includes Artificial Intelligence (AI) accelerators, server microprocessors (CPUs), graphics processing units (GPUs), accelerated processing units (APUs), data processing units (DPUs), Field Programmable Gate Arrays (FPGAs), Smart Network Interface Cards (SmartNICs) and Adaptive System-on-Chip (SoC) products for data centers.
        The Client segment primarily includes CPUs, APUs, and chipsets for desktops and notebooks.
        The Gaming segment primarily includes discrete GPUs, and semi-custom SoC products and development services.
        The Embedded segment primarily includes embedded CPUs, GPUs, APUs, FPGAs, System on Modules (SOMs), and Adaptive SoC products.
        From time to time, the Company may also sell or license portions of its IP portfolio.
        All Other category primarily includes certain expenses and credits that are not allocated to any of the operating segments, such as amortization of acquisition-related intangible asset, employee stock-based compensation expense, acquisition-related and other costs, inventory loss at contract manufacturer, restructuring charges and licensing gain.
         
    (2 )   Reconciliation of GAAP Net Income to Adjusted EBITDA
      Three Months Ended   Year Ended
    (Millions) (Unaudited) December 28,
    2024    		   September 28,
    2024    		   December 30,
    2023    		   December 28,
    2024    		   December 30,
    2023
    GAAP net income $ 482     $ 771     $ 667     $ 1,641     $ 854  
    Interest expense   19       23       27       92       106  
    Other (income) expense, net   (37 )     (36 )     (49 )     (181 )     (197 )
    Income tax provision (benefit)   419       (27 )     (297 )     381       (346 )
    Equity income in investee   (12 )     (7 )     (6 )     (33 )     (16 )
    Stock-based compensation   339       351       374       1,407       1,380  
    Depreciation and amortization   186       171       164       685       642  
    Amortization of acquisition-related intangibles   584       585       635       2,394       2,811  
    Inventory loss at contract manufacturer   —       —       —       65       —  
    Acquisition-related and other costs   46       56       61       187       262  
    Restructuring charges   186       —       —       186       —  
    Adjusted EBITDA $ 2,212     $ 1,887     $ 1,576     $ 6,824     $ 5,496  
    The Company presents “Adjusted EBITDA” as a supplemental measure of its performance. Adjusted EBITDA for the Company is determined by adjusting GAAP net income for interest expense, other (income) expense, net, income tax provision (benefit), equity income in investee, stock-based compensation, depreciation and amortization expense, amortization of acquisition-related intangibles, inventory loss at contract manufacturer, acquisition-related and other costs, and restructuring charges. The Company calculates and presents Adjusted EBITDA because management believes it is of importance to investors and lenders in relation to its overall capital structure and its ability to borrow additional funds. In addition, the Company presents Adjusted EBITDA because it believes this measure assists investors in comparing its performance across reporting periods on a consistent basis by excluding items that the Company does not believe are indicative of its core operating performance. The Company’s calculation of Adjusted EBITDA may or may not be consistent with the calculation of this measure by other companies in the same industry. Investors should not view Adjusted EBITDA as an alternative to the GAAP operating measure of income or GAAP liquidity measures of cash flows from operating, investing and financing activities. In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities that can affect cash flows.
    (3 )   Reconciliation of GAAP Net Cash Provided by Operating Activities to Free Cash Flow
      Three Months Ended   Year Ended
    (Millions except percentages) (Unaudited) December 28,
    2024    		   September 28,
    2024    		   December 30,
    2023    		   December 28,
    2024    		   December 30,
    2023
    GAAP net cash provided by operating activities $ 1,299     $ 628     $ 381     $ 3,041     $ 1,667  
    Operating cash flow margin %   17 %     9 %     6 %     12 %     7 %
    Purchases of property and equipment   (208 )     (132 )     (139 )     (636 )     (546 )
    Free cash flow $ 1,091     $ 496     $ 242     $ 2,405     $ 1,121  
    Free cash flow margin %   14 %     7 %     4 %     9 %     5 %
    The Company also presents free cash flow as a supplemental Non-GAAP measure of its performance. Free cash flow is determined by adjusting GAAP net cash provided by operating activities for capital expenditures, and free cash flow margin % is free cash flow expressed as a percentage of the Company’s net revenue. The Company calculates and communicates free cash flow in the financial earnings press release because management believes it is of importance to investors to understand the nature of these cash flows. The Company’s calculation of free cash flow may or may not be consistent with the calculation of this measure by other companies in the same industry. Investors should not view free cash flow as an alternative to GAAP liquidity measures of cash flows from operating activities.
     

    Media Contact:
    Drew Prairie
    AMD Communications
    512-602-4425
    drew.prairie@amd.com

    Investor Contact:
    Matt Ramsay
    AMD Investor Relations
    512-602-0113
    matthew.ramsay@amd.com

    The MIL Network –

  • MIL-OSI USA: Former Vice President and Controller of Publicly Traded Company Pleads Guilty to Insider Trading

    Source: US State of California

    A Florida man pleaded guilty today in the Southern District of Florida for his role in an insider trading scheme that netted him over $1.6 million in illicit profits.

    According to court documents, Stephen George, 54, of Parkland, was a member of the Finance Department at Company A from November 2017 until April 7, 2023, where he held roles including vice president and controller. Company A is a consumer-packaged goods company headquartered in Boca Raton, Florida, that is the maker of a fitness drink and whose securities are publicly traded on the NASDAQ Stock Market. In his role at Company A, George received material non-public information (MNPI) regarding Company A’s profit and revenue performance.

    George’s last day of employment at Company A was April 7, 2023. On that day, George used a Company A computer to generate out of Company A’s enterprise resource planning system a consolidated income statement showing Company A’s financial performance for the first quarter of 2023, which George knew contained MNPI. The income statement showed that Company A’s first quarter of 2023 had greatly exceeded expectations. Shortly after generating the income statement, George emailed it to himself using two personal email accounts.

    Beginning on April 10, 2023, the first trading day after his last day of employment with Company A, and continuing through May 8, 2023, George purchased Company A securities on the basis of MNPI — specifically, 20,000 shares of Company A common stock and 300 call option contracts. On May 9, 2023, after the market close, Company A publicly reported better-than-expected earnings and sales for the first quarter of 2023, including an all-time quarterly record in revenue. After the public announcement, Company A’s stock price increased significantly. During the next trading day, May 10, 2023, George sold all 20,000 shares of common stock and 300 call option contracts, resulting in over $1.6 million in personal profits.

    George pleaded guilty to one count of securities fraud. He is scheduled to be sentenced on April 28 and faces a maximum penalty of 20 years in prison. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

    Supervisory Official Antoinette T. Bacon of the Justice Department’s Criminal Division; U.S. Attorney Hayden P. O’Byrne for the Southern District of Florida; and Acting Special Agent in Charge Justin E. Fleck of the FBI Miami Field Office made the announcement.

    The FBI Miami Field Office investigated the case. The Justice Department appreciates the assistance of the Financial Industry Regulatory Authority’s Criminal Prosecution Assistance Group.

    Trial Attorneys Matthew F. Sullivan and Matt Kahn of the Criminal Division’s Fraud Section and Assistant U.S. Attorneys Eli S. Rubin and Elizabeth Young for the Southern District of Florida are prosecuting the case. Assistant U.S. Attorney Nicole Grosnoff for the Southern District of Florida is handling asset forfeiture.

    MIL OSI USA News –

  • MIL-OSI Security: Former Vice President and Controller of Publicly Traded Company Pleads Guilty to Insider Trading

    Source: United States Attorneys General 1

    A Florida man pleaded guilty today in the Southern District of Florida for his role in an insider trading scheme that netted him over $1.6 million in illicit profits.

    According to court documents, Stephen George, 54, of Parkland, was a member of the Finance Department at Company A from November 2017 until April 7, 2023, where he held roles including vice president and controller. Company A is a consumer-packaged goods company headquartered in Boca Raton, Florida, that is the maker of a fitness drink and whose securities are publicly traded on the NASDAQ Stock Market. In his role at Company A, George received material non-public information (MNPI) regarding Company A’s profit and revenue performance.

    George’s last day of employment at Company A was April 7, 2023. On that day, George used a Company A computer to generate out of Company A’s enterprise resource planning system a consolidated income statement showing Company A’s financial performance for the first quarter of 2023, which George knew contained MNPI. The income statement showed that Company A’s first quarter of 2023 had greatly exceeded expectations. Shortly after generating the income statement, George emailed it to himself using two personal email accounts.

    Beginning on April 10, 2023, the first trading day after his last day of employment with Company A, and continuing through May 8, 2023, George purchased Company A securities on the basis of MNPI — specifically, 20,000 shares of Company A common stock and 300 call option contracts. On May 9, 2023, after the market close, Company A publicly reported better-than-expected earnings and sales for the first quarter of 2023, including an all-time quarterly record in revenue. After the public announcement, Company A’s stock price increased significantly. During the next trading day, May 10, 2023, George sold all 20,000 shares of common stock and 300 call option contracts, resulting in over $1.6 million in personal profits.

    George pleaded guilty to one count of securities fraud. He is scheduled to be sentenced on April 28 and faces a maximum penalty of 20 years in prison. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

    Supervisory Official Antoinette T. Bacon of the Justice Department’s Criminal Division; U.S. Attorney Hayden P. O’Byrne for the Southern District of Florida; and Acting Special Agent in Charge Justin E. Fleck of the FBI Miami Field Office made the announcement.

    The FBI Miami Field Office investigated the case. The Justice Department appreciates the assistance of the Financial Industry Regulatory Authority’s Criminal Prosecution Assistance Group.

    Trial Attorneys Matthew F. Sullivan and Matt Kahn of the Criminal Division’s Fraud Section and Assistant U.S. Attorneys Eli S. Rubin and Elizabeth Young for the Southern District of Florida are prosecuting the case. Assistant U.S. Attorney Nicole Grosnoff for the Southern District of Florida is handling asset forfeiture.

    MIL Security OSI –

  • MIL-OSI: H&R Block Reports Fiscal 2025 Second Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    — Repurchased $190 Million of Shares—

    — Reaffirms Full Year Outlook —

    KANSAS CITY, Mo., Feb. 04, 2025 (GLOBE NEWSWIRE) — H&R Block, Inc. (NYSE: HRB) (the “Company”) today released financial results1 for its fiscal 2025 second quarter ended December 31, 2024.

    “I am pleased with our performance in the first half of the year,” said Jeff Jones, president and chief executive officer. “We are reaffirming our fiscal 2025 outlook, and are well prepared to deliver this tax season and in the second half of the fiscal year.”

    Fiscal 2025 Second Quarter Results and Key Financial Metrics
    “We are on track for the year and we are well positioned to deliver strong results,” said Tiffany Mason, chief financial officer. “During the second quarter, we repurchased 3.2 million shares for $190 million, reflecting our confidence in the long-term value of our stock and our commitment to delivering shareholder returns.”

    For the second quarter, the Company delivered total revenue of $179.1 million, which was flat to the prior year. Increases in revenue from Wave and international tax preparation were offset by lower interest and fee income on Emerald Advance® due to a decrease in loan originations.

    Total operating expenses of $472.4 million increased by $25.8 million as expected, primarily due to higher tax professional and corporate wages, increased healthcare costs, an increase in occupancy costs and the timing of marketing expenses versus the prior year.

    Pretax loss increased by $29.4 million to $312.3 million.

    Loss per share from continuing operations2 increased to $(1.79) from $(1.33) and adjusted loss per share from continuing operations2 increased to $(1.73) from $(1.27), due to a higher net loss and fewer shares outstanding as a result of share repurchases, which are accretive to earnings per share on a full-year basis.

    Capital Allocation

    The Company reported the following related to its capital structure:

    • Repurchased and retired 3.2 million shares at an aggregate price of $190.5 million, or $58.65 per share in the second quarter.
    • The Company has approximately $1.1 billion remaining on its $1.5 billion share repurchase program.

    Since 2016, the Company has returned more than $4.4 billion to shareholders in the form of dividends and share repurchases, buying back over 43% of its shares outstanding3.

    Fiscal Year 2025 Outlook Reaffirmed

    The Company continues to expect:

    • Revenue to be in the range of $3.69 to $3.75 billion.
    • EBITDA4 to be in the range of $975 million to $1.02 billion.
    • Effective tax rate to be approximately 13%, resulting in a one-time benefit to EPS of approximately 50 cents.
    • Adjusted Diluted Earnings Per Share4 to be in the range of $5.15 to $5.35.

    Conference Call

    The Company will host a conference call for analysts and investors to discuss second quarter 2025 results at 4:30 p.m. ET on Tuesday, February 4, 2025. To join live, participants must register at https://register.vevent.com/register/BI06a7e8ddc07544a6853995c1fe75ea2c. Once registered, the participant will receive a dial-in number and unique PIN to access the call. Please join approximately 5 minutes prior to the scheduled start time.

    The call, along with a presentation for viewing, will also be webcast in a listen-only format for the media and general public. The webcast can be accessed directly at https://edge.media-server.com/mmc/p/qdeqpgfd and will be available for replay 2 hours after the call is concluded and continuing for 90 days.

    About H&R Block

    H&R Block, Inc. (NYSE: HRB) provides help and inspires confidence in its clients and communities everywhere through global tax preparation services, financial products, and small-business solutions. The company blends digital innovation with human expertise and care as it helps people get the best outcome at tax time, and be better with money using its mobile banking app, Spruce. Through Block Advisors and Wave, the company helps small-business owners thrive with year-round bookkeeping, payroll, advisory, and payment processing solutions. For more information, visit H&R Block News.

    About Non-GAAP Financial Information

    This press release and the accompanying tables include non-GAAP financial information. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with generally accepted accounting principles, please see the section of the accompanying tables titled “Non-GAAP Financial Information.”

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “commits,” “seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,” “will,” “should,” “goal,” “could” or “may” or other similar expressions. Forward-looking statements provide management’s current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. They may include estimates of revenues, client trajectory, income, effective tax rate, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volumes or other financial items, descriptions of management’s plans or objectives for future operations, products or services, or descriptions of assumptions underlying any of the above. They may also include the expected impact of external events beyond the Company’s control, such as outbreaks of infectious disease, severe weather events, natural or manmade disasters, or changes in the regulatory environment in which we operate. All forward-looking statements speak only as of the date they are made and reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions, factors, or expectations, new information, data or methods, future events or other changes, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to a variety of economic, competitive and regulatory factors, many of which are beyond the Company’s control, that are described in our Annual Report on Form 10-K for the most recently completed fiscal year in the section entitled “Risk Factors” and additional factors we may describe from time to time in other filings with the Securities and Exchange Commission. You may get such filings for free at our website at https://investors.hrblock.com. In addition, factors that may cause the Company’s actual estimated effective tax rate to differ from estimates include the Company’s actual results from operations compared to current estimates, future discrete items, changes in interpretations and assumptions the Company has made, future actions of the Company, or increases in applicable tax rates in jurisdictions where the Company operates. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

    1 All amounts in this release are unaudited. Unless otherwise noted, all comparisons refer to the current period compared to the corresponding prior year period.
    2 All per share amounts are based on fully diluted shares at the end of the corresponding period. The Company reports non-GAAP financial measures of performance, including adjusted earnings per share (EPS), earnings before interest, tax, depreciation, and amortization (EBITDA) from continuing operations, free cash flow, and free cash flow yield, which it considers to be useful metrics for management and investors to evaluate and compare the ongoing operating performance of the Company. See “About Non-GAAP Financial Information” below for more information regarding financial measures not prepared in accordance with generally accepted accounting principles (GAAP).
    3 Shares outstanding calculated as of April 30, 2016.
    4 Adjusted Diluted EPS and EBITDA from continuing operations are non-GAAP financial measures. Future period non-GAAP outlook includes adjustments for items not indicative of our core operations, which may include, without limitation, items described in the below section titled “Non-GAAP Financial Information” and in the accompanying tables. Such adjustments may be affected by changes in ongoing assumptions and judgments, as well as nonrecurring, unusual, or unanticipated charges, expenses or gains, or other items that may not directly correlate to the underlying performance of our business operations. The exact amounts of these adjustments are not currently determinable but may be significant. It is therefore not practicable to provide the comparable GAAP measures or reconcile this non-GAAP outlook to the most comparable GAAP measures.

    For Further Information
         
    Investor Relations:   Colby Brown, (816) 854-4559, colby.brown@hrblock.com
        Jordyn Eskijian, (816) 854-5674, jordyn.eskijian@hrblock.com
    Media Relations:   Teri Daley, (816) 854-3787, teri.daley@hrblock.com
        Media Desk, mediadesk@hrblock.com
         
    FINANCIAL RESULTS   (unaudited, in 000s – except per share amounts)
        Three months ended December 31,   Six months ended December 31,
          2024       2023       2024       2023  
    REVENUES:                
    U.S. tax preparation and related services:                
    Assisted tax preparation   $              48,380     $ 48,342     $              91,343     $ 87,605  
    Royalties                      3,499       5,454                        9,351       11,155  
    DIY tax preparation                    13,744       13,111                      16,980       16,959  
    Refund Transfers                          637       813                        1,497       1,955  
    Peace of Mind® Extended Service Plan                    16,145       17,440                      39,242       42,287  
    Tax Identity Shield®                      4,013       4,694                        7,922       9,274  
    Other                    11,824       9,592                      25,633       20,572  
    Total U.S. tax preparation and related services                    98,242       99,446                    191,968       189,807  
    Financial services:                
    Emerald Card® and SpruceSM                    10,148       11,700                      18,974       20,333  
    Interest and fee income on Emerald Advance®                    12,308       15,235                      12,308       15,533  
    Total financial services                    22,456       26,935                      31,282       35,866  
    International                    31,811       29,569                      96,666       90,134  
    Wave                    26,561       23,133                      52,964       47,076  
    Total revenues   $            179,070     $ 179,083     $            372,880     $ 362,883  
    Compensation and benefits:                
    Field wages                    81,565       77,795                    149,659       140,230  
    Other wages                    78,731       74,671                    156,066       146,769  
    Benefits and other compensation                    38,402       36,063                      77,156       71,311  
                       198,698       188,529                    382,881       358,310  
    Occupancy                  104,999       101,194                    206,317       200,479  
    Marketing and advertising                    14,863       11,305                      24,835       16,786  
    Depreciation and amortization                    29,195       30,107                      58,026       60,332  
    Bad debt                    19,416       21,754                      22,146       26,552  
    Other                  105,190       93,626                    200,297       174,182  
    Total operating expenses                  472,361       446,515                    894,502       836,641  
    Other income (expense), net                      2,744       5,922                      14,661       15,758  
    Interest expense on borrowings                   (21,752 )     (21,364 )                   (37,599 )     (37,234 )
    Pretax loss                 (312,299 )     (282,874 )                 (544,560 )     (495,234 )
    Income tax benefit                   (69,833 )     (93,758 )                 (130,673 )     (143,245 )
    Net loss from continuing operations                 (242,466 )     (189,116 )                 (413,887 )     (351,989 )
    Net loss from discontinued operations                        (954 )     (639 )                     (2,109 )     (1,248 )
    Net loss   $           (243,420 )   $ (189,755 )   $           (415,996 )   $ (353,237 )
    BASIC AND DILUTED LOSS PER SHARE:                
    Continuing operations   $                 (1.79 )   $ (1.33 )   $                 (3.02 )   $ (2.44 )
    Discontinued operations                       (0.01 )     —                         (0.01 )     (0.01 )
    Consolidated   $                 (1.80 )   $ (1.33 )   $                 (3.03 )   $ (2.45 )
    WEIGHTED AVERAGE DILUTED SHARES                  135,563       142,340                    137,359       144,307  
    Adjusted diluted EPS (1)   $                 (1.73 )   $ (1.27 )   $                 (2.89 )   $ (2.31 )
    EBITDA (1)   $           (261,352 )   $ (231,403 )   $           (448,935 )   $ (397,668 )
                                     

    (1) All non-GAAP measures are results from continuing operations. See “Non-GAAP Financial Information” for a reconciliation of non-GAAP measures.

    CONSOLIDATED BALANCE SHEETS   (unaudited, in 000s – except per share data)
    As of   December 31, 2024   June 30, 2024
             
    ASSETS        
    Cash and cash equivalents   $                   320,051     $ 1,053,326  
    Cash and cash equivalents – restricted                           21,473       21,867  
    Receivables, net                         321,171       69,075  
    Prepaid expenses and other current assets                         114,658       95,208  
    Total current assets                         777,353       1,239,476  
    Property and equipment, net                         143,833       131,319  
    Operating lease right of use assets                         389,629       461,986  
    Intangible assets, net                         270,601       264,102  
    Goodwill                         783,286       785,226  
    Deferred tax assets and income taxes receivable                         281,694       271,658  
    Other noncurrent assets                           65,924       65,043  
    Total assets   $                2,712,320     $ 3,218,810  
    LIABILITIES AND STOCKHOLDERS’ EQUITY        
    LIABILITIES:        
    Accounts payable and accrued expenses   $                   136,893     $ 155,830  
    Accrued salaries, wages and payroll taxes                           64,993       105,548  
    Accrued income taxes and reserves for uncertain tax positions                         149,255       318,830  
    Current portion of long-term debt                         349,611       —  
    Operating lease liabilities                         170,726       206,070  
    Deferred revenue and other current liabilities                         187,885       191,050  
    Total current liabilities                      1,059,363       977,328  
    Long-term debt and line of credit borrowings                      1,932,545       1,491,095  
    Deferred tax liabilities and reserves for uncertain tax positions                         292,643       291,063  
    Operating lease liabilities                         228,041       265,373  
    Deferred revenue and other noncurrent liabilities                           72,188       103,357  
    Total liabilities                      3,584,780       3,128,216  
    COMMITMENTS AND CONTINGENCIES        
    STOCKHOLDERS’ EQUITY:        
    Common stock, no par, stated value $.01 per share                             1,644       1,709  
    Additional paid-in capital                         752,093       762,583  
    Accumulated other comprehensive loss                         (71,762 )     (48,845 )
    Retained earnings (deficit)                       (908,785 )     12,654  
    Less treasury shares, at cost                       (645,650 )     (637,507 )
    Total stockholders’ equity (deficiency)                       (872,460 )     90,594  
    Total liabilities and stockholders’ equity   $                2,712,320     $ 3,218,810  
             
             
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS   (unaudited, in 000s)
    Six months ended December 31,     2024       2023  
             
    CASH FLOWS FROM OPERATING ACTIVITIES:        
    Net loss   $                 (415,996 )   $ (353,237 )
    Adjustments to reconcile net loss to net cash used in operating activities:        
    Depreciation and amortization                           58,026       60,331  
    Provision for credit losses                           20,727       21,536  
    Deferred taxes                           (1,531 )     (35,525 )
    Stock-based compensation                           17,945       17,525  
    Changes in assets and liabilities, net of acquisitions:        
    Receivables                       (262,348 )     (348,833 )
    Prepaid expenses, other current and noncurrent assets                             2,588       (7,395 )
    Accounts payable, accrued expenses, salaries, wages and payroll taxes                         (76,806 )     (58,543 )
    Deferred revenue, other current and noncurrent liabilities                         (45,170 )     (58,520 )
    Income tax receivables, accrued income taxes and income tax reserves                       (192,340 )     (180,706 )
    Other, net                              (733 )     1,201  
    Net cash used in operating activities                       (895,638 )     (942,166 )
    CASH FLOWS FROM INVESTING ACTIVITIES:        
    Capital expenditures                         (49,115 )     (32,708 )
    Payments made for business acquisitions, net of cash acquired                         (28,017 )     (27,158 )
    Franchise loans funded                         (17,442 )     (15,491 )
    Payments from franchisees                                971       2,747  
    Other, net                             6,110       1,565  
    Net cash used in investing activities                         (87,493 )     (71,045 )
    CASH FLOWS FROM FINANCING ACTIVITIES:        
    Repayments of line of credit borrowings                       (100,000 )     (25,000 )
    Proceeds from line of credit borrowings                         890,000       825,000  
    Dividends paid                         (96,960 )     (89,854 )
    Repurchase of common stock, including shares surrendered                       (436,233 )     (378,709 )
    Other, net                             1,791       4,011  
    Net cash provided by financing activities                         258,598       335,448  
    Effects of exchange rate changes on cash                           (9,136 )     671  
    Net decrease in cash and cash equivalents, including restricted balances                       (733,669 )     (677,092 )
    Cash, cash equivalents and restricted cash, beginning of period                      1,075,193       1,015,316  
    Cash, cash equivalents and restricted cash, end of period   $                   341,524     $ 338,224  
    SUPPLEMENTARY CASH FLOW DATA:        
                     
    Income taxes paid, net (includes payments for purchased investment tax credits)   $                     62,290     $ 72,160  
    Interest paid on borrowings                           33,412       35,496  
    Accrued additions to property and equipment                             3,798       4,036  
    New operating right of use assets and related lease liabilities                           47,135       70,532  
    Accrued dividends payable to common shareholders                           50,176       45,273  
             
    (in 000s)
        Three months ended December 31,   Six months ended December 31,
    NON-GAAP FINANCIAL MEASURE – EBITDA     2024       2023       2024       2023  
                     
    Net loss – as reported   $           (243,420 )   $ (189,755 )   $           (415,996 )   $ (353,237 )
    Discontinued operations, net                          954       639                        2,109       1,248  
    Net loss from continuing operations – as reported                 (242,466 )     (189,116 )                 (413,887 )     (351,989 )
    Add back:                
    Income tax benefit                   (69,833 )     (93,758 )                 (130,673 )     (143,245 )
    Interest expense                    21,752       21,364                      37,599       37,234  
    Depreciation and amortization                    29,195       30,107                      58,026       60,332  
                        (18,886 )     (42,287 )                   (35,048 )     (45,679 )
    EBITDA from continuing operations   $           (261,352 )   $ (231,403 )   $           (448,935 )   $ (397,668 )
                     
                     
    (in 000s, except per share amounts)
        Three months ended December 31,   Six months ended December 31,
    NON-GAAP FINANCIAL MEASURE – ADJUSTED EPS     2024       2023       2024       2023  
                     
    Net loss from continuing operations – as reported   $           (242,466 )   $ (189,116 )   $           (413,887 )   $ (351,989 )
    Adjustments:                
    Amortization of intangibles related to acquisitions (pretax)                    10,910       12,269                      22,038       24,824  
    Tax effect of adjustments (1)                     (2,539 )     (3,087 )                     (5,184 )     (6,022 )
    Adjusted net loss from continuing operations   $           (234,095 )   $ (179,934 )   $           (397,033 )   $ (333,187 )
    Diluted loss per share from continuing operations – as reported   $                 (1.79 )   $ (1.33 )   $                 (3.02 )   $ (2.44 )
    Adjustments, net of tax                        0.06       0.06                          0.13       0.13  
    Adjusted diluted loss per share from continuing operations   $                 (1.73 )   $ (1.27 )   $                 (2.89 )   $ (2.31 )
                     

    (1)Tax effect of adjustments is the difference between the tax provision calculated on a GAAP basis and on an adjusted non-GAAP basis.

    Non-GAAP  Financial Information

    Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Because these measures are not measures of financial performance under GAAP and are susceptible to varying calculations, they may not be comparable to similarly titled measures for other companies.

    We consider our non-GAAP financial measures to be performance measures and a useful metric for management and investors to evaluate and compare the ongoing operating performance of our business. We make adjustments for certain non-GAAP financial measures related to amortization of intangibles from acquisitions and goodwill impairments. We may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures.

    We measure the performance of our business using a variety of metrics, including earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations, adjusted EBITDA from continuing operations, adjusted diluted earnings per share from continuing operations, free cash flow, and free cash flow yield. We also use EBITDA from continuing operations and pretax income from continuing operations, each subject to permitted adjustments, as performance metrics in incentive compensation calculations for our employees.

    The MIL Network –

  • MIL-OSI: Enphase Energy Reports Financial Results for the Fourth Quarter of 2024

    Source: GlobeNewswire (MIL-OSI)

    FREMONT, Calif., Feb. 04, 2025 (GLOBE NEWSWIRE) — Enphase Energy, Inc. (NASDAQ: ENPH), a global energy technology company and the world’s leading supplier of microinverter-based solar and battery systems, announced today financial results for the fourth quarter of 2024, which included the summary below from its President and CEO, Badri Kothandaraman.

    We reported quarterly revenue of $382.7 million in the fourth quarter of 2024, along with 53.2% for non-GAAP gross margin. We shipped approximately 2.01 million microinverters, or 878.0 megawatts DC, and 152.4 megawatt hours of IQ® Batteries.

    Financial highlights for the fourth quarter of 2024 are listed below:

    • Strong U.S. manufacturing: shipped 1.69 million microinverters and 6.7 megawatt hours of IQ Batteries
    • Quarterly revenue of $382.7 million
    • GAAP gross margin of 51.8%; non-GAAP gross margin of 53.2% with net IRA benefit
    • Non-GAAP gross margin of 39.7%, excluding net IRA benefit of 13.5%
    • GAAP operating income of $54.8 million; non-GAAP operating income of $120.4 million
    • GAAP net income of $62.2 million; non-GAAP net income of $125.9 million
    • GAAP diluted earnings per share of $0.45; non-GAAP diluted earnings per share of $0.94
    • Free cash flow of $159.2 million; ending cash, cash equivalents, restricted cash and marketable securities of $1.72 billion

    Our revenue and earnings for the fourth quarter of 2024 are provided below, compared with the prior quarter:

    (In thousands, except per share and percentage data)

      GAAP   Non-GAAP
      Q4 2024   Q3 2024   Q4 2023   Q4 2024   Q3 2024   Q4 2023
    Revenue $ 382,713     $ 380,873     $ 302,570     $ 382,713     $ 380,873     $ 302,570  
    Gross margin   51.8 %     46.8 %     48.5 %     53.2 %     48.1 %     50.3 %
    Operating expenses $ 143,489     $ 128,383     $ 156,893     $ 83,322     $ 81,612     $ 86,551  
    Operating income (loss) $ 54,804     $ 49,788     $ (10,231 )   $ 120,434     $ 101,411     $ 65,587  
    Net income $ 62,160     $ 45,762     $ 20,919     $ 125,862     $ 88,402     $ 73,474  
    Basic EPS $ 0.46     $ 0.34     $ 0.15     $ 0.94     $ 0.65     $ 0.54  
    Diluted EPS $ 0.45     $ 0.33     $ 0.15     $ 0.94     $ 0.65     $ 0.54  
                                                   

    Our revenue and earnings for the fiscal year 2024 are provided below, compared with the prior year:

    (In thousands, except per share and percentage data)

      GAAP   Non-GAAP
      FY 2024   FY 2023   FY 2024   FY 2023
    Revenue $ 1,330,383     $ 2,290,786     $ 1,330,383     $ 2,290,786  
    Gross margin   47.3 %     46.2 %     48.9 %     47.1 %
    Operating expenses $ 551,846     $ 612,647     $ 329,227     $ 382,115  
    Operating income $ 77,292     $ 445,741     $ 321,919     $ 697,210  
    Net income $ 102,658     $ 438,936     $ 321,044     $ 613,241  
    Basic EPS $ 0.76     $ 3.22     $ 2.37     $ 4.50  
    Diluted EPS $ 0.75     $ 3.08     $ 2.37     $ 4.41  
                                   

    Total revenue for the fourth quarter of 2024 was $382.7 million, compared to $380.9 million in the third quarter of 2024. Our revenue in the United States for the fourth quarter of 2024 increased approximately 6%, compared to the third quarter. The increase in revenue was due to higher microinverter sales. Our revenue in Europe decreased approximately 25% for the fourth quarter of 2024, compared to the third quarter. The decline in revenue was the result of a further softening in European demand.

    Our non-GAAP gross margin was 53.2% in the fourth quarter of 2024, compared to 48.1% in the third quarter. Our non-GAAP gross margin, excluding net IRA benefit, was 39.7% in the fourth quarter of 2024, compared to 38.9% in the third quarter.

    Our non-GAAP operating expenses were $83.3 million in the fourth quarter of 2024, compared to $81.6 million in the third quarter. The increase was driven by higher R&D expense on new products. Our non-GAAP operating income was $120.4 million in the fourth quarter of 2024, compared to $101.4 million in the third quarter.

    We exited the fourth quarter of 2024 with $1.72 billion in cash, cash equivalents, restricted cash and marketable securities and generated $167.3 million in cash flow from operations in the fourth quarter. Our capital expenditures were $8.1 million in the fourth quarter of 2024, compared to $8.5 million in the third quarter of 2024.

    In the fourth quarter of 2024, we repurchased 2,883,438 shares of our common stock at an average price of $69.25 per share for a total of approximately $199.7 million. We also spent approximately $5.0 million by withholding shares to cover taxes for employee stock vesting that reduced the diluted shares by 68,532 shares.

    We shipped 152.4 megawatt hours of IQ Batteries in the fourth quarter of 2024, compared to 172.9 megawatt hours in the third quarter. More than 10,300 installers worldwide are certified to install our IQ Batteries, compared to more than 9,000 installers worldwide in the third quarter of 2024.

    During the fourth quarter of 2024, we shipped approximately 1.69 million microinverters from our contract manufacturing facilities in the United States that we booked for 45X production tax credits. We also expanded our higher domestic content product offerings, and shipped our IQ8HC™ Microinverters, IQ8X™ Microinverters, IQ8P-3P™ Commercial Microinverters, and IQ® Battery 5Ps, all with higher domestic content than previous models and produced at our contract manufacturing facilities in the United States.

    During the fourth quarter of 2024, we made great strides with the IQ® Meter Collar, fourth-generation IQ Battery, and new IQ® Combiner products. We launched the IQ® PowerPack 1500, a 1.5 kWh smart, portable energy system for home, work, and on-the-go use. In Europe, we introduced the IQ® EV Charger 2, a next-generation smart charger that integrates with our solar and battery systems seamlessly or works as a standalone. In January 2025, we began shipping the IQ® Battery 5P™ with FlexPhase to Germany, Austria, and Switzerland, delivering reliable backup power for both single- and three-phase installations.

    BUSINESS HIGHLIGHTS

    On Jan. 30, 2025, Enphase Energy announced that it is expanding in Southeast Asia by entering the solar markets in Vietnam and Malaysia with IQ8P™ Microinverters.

    On Jan. 27, 2025, Enphase Energy announced integration with Octopus Energy’s smart tariffs in the UK, such as “Intelligent Octopus Flux” (IO Flux), which can help customers save money on electricity bills.

    On Jan. 23, 2025, Enphase Energy announced that its IQ8™ Microinverters for residential and commercial applications, are now in compliance with the Build America, Buy America (BABA) Act.

    On Jan. 13, 2025, Enphase Energy announced shipments of its most powerful and versatile battery yet, the IQ Battery 5P with FlexPhase, for customers in Germany, Austria, and Switzerland. With reliable backup power and support for single- and three-phase systems, it offers unmatched flexibility for home energy needs.

    On Jan. 9, 2025, Enphase Energy announced that it is expanding into Latin America with IQ8P Microinverters, bringing solar solutions to Colombia, Panama, and Costa Rica for residential and commercial use. 

    On Jan. 7, 2025, Enphase Energy announced that IQ8 Microinverters were selected for a 2.2 MW solar project at the Belgoprocess radioactive waste facility in Dessel, Belgium. 

    On Dec. 17, 2024, Enphase Energy announced initial shipments of its most powerful home battery to-date, the IQ Battery 5P, for customers in India. 

    On Dec. 5 and Dec. 9, 2024, Enphase Energy announced collaborations with two energy providers in the Netherlands, Frank Energie and NextEnergy, to enable participation in the grid imbalance energy marketplace.

    On Dec. 3, 2024, Enphase Energy announced the launch of Busbar Power Control software that empowers homeowners to install larger solar and battery systems without costly main electrical panel upgrades.

    On Nov. 11, 2024, Enphase Energy announced an AI-powered do-it-yourself (DIY) permitting feature on Solargraf®, to automate the complex solar permitting process for installers in the USA.

    On Nov. 4, 2024, Enphase Energy announced the launch of its most powerful Enphase Energy System to-date, featuring the IQ Battery 5P and IQ8 Microinverters, for customers in Romania.

    FIRST QUARTER 2025 FINANCIAL OUTLOOK

    For the first quarter of 2025, Enphase Energy estimates both GAAP and non-GAAP financial results as follows:

    • Revenue to be within a range of $340.0 million to $380.0 million, which includes shipments of 150 to 170 megawatt hours of IQ Batteries. The first quarter of 2025 financial outlook includes approximately $50.0 million of safe harbor revenue. We define safe harbor revenue as any sales made to customers who plan to install the inventory over more than one year.
    • GAAP gross margin to be within a range of 46.0% to 49.0% with net IRA benefit
    • Non-GAAP gross margin to be within a range of 48.0% to 51.0% with net IRA benefit and 38.0% to 41.0% excluding net IRA benefit. Non-GAAP gross margin excludes stock-based compensation expense and acquisition related amortization
    • Net IRA benefit to be within a range of $36.0 million to $39.0 million based on estimated shipments of 1,200,000 units of U.S. manufactured microinverters
    • GAAP operating expenses to be within a range of $143.0 million to $147.0 million
    • Non-GAAP operating expenses to be within a range of $81.0 million to $85.0 million, excluding $62.0 million estimated for stock-based compensation expense, acquisition related expenses and amortization, restructuring and asset impairment charges

    For 2025, GAAP and non-GAAP annualized effective tax rate with IRA benefit, excluding discrete items, is expected to be within a range of 17.0% to 19.0%.

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    Use of non-GAAP Financial Measures

    Enphase Energy has presented certain non-GAAP financial measures in this press release. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP). Reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the accompanying tables to this press release. Non-GAAP financial measures presented by Enphase Energy include non-GAAP gross profit, gross margin, operating expenses, income from operations, net income, net income per share (basic and diluted), net IRA benefit, and free cash flow.

    These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Enphase Energy’s results of operations as determined in accordance with GAAP. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Enphase Energy uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. Enphase Energy believes that these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business.

    As presented in the “Reconciliation of Non-GAAP Financial Measures” tables below, each of the non-GAAP financial measures excludes one or more of the following items for purposes of calculating non-GAAP financial measures to facilitate an evaluation of Enphase Energy’s current operating performance and a comparison to its past operating performance:

    Stock-based compensation expense. Enphase Energy excludes stock-based compensation expense from its non-GAAP measures primarily because they are non-cash in nature. Moreover, the impact of this expense is significantly affected by Enphase Energy’s stock price at the time of an award over which management has limited to no control.

    Acquisition related expenses and amortization. This item represents expenses incurred related to Enphase Energy’s business acquisitions, which are non-recurring in nature, and amortization of acquired intangible assets, which is a non-cash expense. Acquisition related expenses and amortization of acquired intangible assets are not reflective of Enphase Energy’s ongoing financial performance.

    Restructuring and asset impairment charges. Enphase Energy excludes restructuring and asset impairment charges due to the nature of the expenses being unusual and arising outside the ordinary course of continuing operations. These costs primarily consist of fees paid for cash-based severance costs, accelerated stock-based compensation expense and asset write-downs of property and equipment and acquired intangible assets, and other contract termination costs resulting from restructuring initiatives.

    Non-cash interest expense. This item consists primarily of amortization of debt issuance costs and accretion of debt discount because these expenses do not represent a cash outflow for Enphase Energy except in the period the financing was secured and such amortization expense is not reflective of Enphase Energy’s ongoing financial performance.

    Non-GAAP income tax adjustment. This item represents the amount adjusted to Enphase Energy’s GAAP tax provision or benefit to exclude the income tax effects of GAAP adjustments such as stock-based compensation, amortization of purchased intangibles, and other non-recurring items that are not reflective of Enphase Energy ongoing financial performance.

    Non-GAAP net income per share, diluted. Enphase Energy excludes the dilutive effect of in-the-money portion of convertible senior notes as they are covered by convertible note hedge transactions that reduce potential dilution to our common stock upon conversion of the Notes due 2025, Notes due 2026, and Notes due 2028, and includes the dilutive effect of employee’s stock-based awards and the dilutive effect of warrants. Enphase Energy believes these adjustments provide useful supplemental information to the ongoing financial performance.

    Net IRA benefit. This item represents the advanced manufacturing production tax credit (AMPTC) from the IRA for manufacturing microinverters in the United States, partially offset by the incremental manufacturing cost incurred in the United States relative to manufacturing in Mexico, India, and China. The AMPTC is accounted for by Enphase Energy as an income-based government grants that reduces cost of revenues in the condensed consolidated statements of operations.

    Free cash flow. This item represents net cash flows from operating activities less purchases of property and equipment.

    Conference Call Information

    Enphase Energy will host a conference call for analysts and investors to discuss its fourth quarter 2024 results and first quarter 2025 business outlook today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). The call is open to the public by dialing (833) 634-5018. A live webcast of the conference call will also be accessible from the “Investor Relations” section of Enphase Energy’s website at https://investor.enphase.com. Following the webcast, an archived version will be available on the website for approximately one year. In addition, an audio replay of the conference call will be available by calling (877) 344-7529; replay access code 3831590, beginning approximately one hour after the call.

    Forward-Looking Statements

    This press release contains forward-looking statements, including statements related to Enphase Energy’s expectations as to its first quarter of 2025 financial outlook, including revenue, shipments of IQ Batteries by megawatt hours, gross margin with net IRA benefit and excluding net IRA benefit, estimated shipments of U.S. manufactured microinverters, operating expenses, and annualized effective tax rate with IRA benefit; its expectations regarding the expected net IRA benefit; its expectations on the timing and introduction of new products and updates to existing products, including the IQ Meter Collar, fourth-generation IQ Battery, and new IQ Combiner products; its expectations regarding higher domestic content product offerings; and the capabilities, advantages, features, and performance of its technology and products. These forward-looking statements are based on Enphase Energy’s current expectations and inherently involve significant risks and uncertainties. Enphase Energy’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those risks described in more detail in its most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and other documents on file with the SEC from time to time and available on the SEC’s website at www.sec.gov. Enphase Energy undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.

    A copy of this press release can be found on the investor relations page of Enphase Energy’s website at https://investor.enphase.com.

    About Enphase Energy, Inc.

    Enphase Energy, a global energy technology company based in Fremont, CA, is the world’s leading supplier of microinverter-based solar and battery systems that enable people to harness the sun to make, use, save, and sell their own power—and control it all with a smart mobile app. The company revolutionized the solar industry with its microinverter-based technology and builds all-in-one solar, battery, and software solutions. Enphase has shipped approximately 80.0 million microinverters, and approximately 4.7 million Enphase-based systems have been deployed in more than 160 countries. For more information, visit https://enphase.com/.

    ©2025 Enphase Energy, Inc. All rights reserved. Enphase Energy, Enphase, the “e” logo, IQ, IQ8, and certain other marks listed at https://enphase.com/trademark-usage-guidelines   are trademarks or service marks of Enphase Energy, Inc. Other names are for informational purposes and may be trademarks of their respective owners.

    Contact:

    Zach Freedman
    Enphase Energy, Inc.
    Investor Relations
    ir@enphaseenergy.com

    ENPHASE ENERGY, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share data)
    (Unaudited)
     
      Three Months Ended Year Ended
      December 31, 
    2024    		   September 30, 
    2024    		   December 31, 
    2023    		   December 31, 
    2024    		   December 31, 
    2023
    Net revenues $ 382,713     $ 380,873     $ 302,570     $ 1,330,383     $ 2,290,786  
    Cost of revenues   184,420       202,702       155,908       701,245       1,232,398  
    Gross profit   198,293       178,171       146,662       629,138       1,058,388  
    Operating expenses:                  
    Research and development   50,390       47,843       55,291       201,315       227,336  
    Sales and marketing   51,799       49,671       53,409       206,552       231,792  
    General and administrative   31,901       30,192       33,379       130,825       137,835  
    Restructuring and asset impairment charges   9,399       677       14,814       13,154       15,684  
    Total operating expenses   143,489       128,383       156,893       551,846       612,647  
    Income (loss) from operations   54,804       49,788       (10,231 )     77,292       445,741  
    Other income, net                  
    Interest income   18,417       19,977       20,493       77,306       69,728  
    Interest expense   (2,252 )     (2,237 )     (2,268 )     (8,905 )     (8,839 )
    Other income (expense), net   (1,270 )     (16,785 )     4,233       (25,534 )     6,509  
    Total other income, net   14,895       955       22,458       42,867       67,398  
    Income before income taxes   69,699       50,743       12,227       120,159       513,139  
    Income tax (provision) benefit   (7,539 )     (4,981 )     8,692       (17,501 )     (74,203 )
    Net income $ 62,160     $ 45,762     $ 20,919     $ 102,658     $ 438,936  
    Net income per share:                  
    Basic $ 0.46     $ 0.34     $ 0.15     $ 0.76     $ 3.22  
    Diluted $ 0.45     $ 0.33     $ 0.15     $ 0.75     $ 3.08  
    Shares used in per share calculation:                  
    Basic   133,815       135,329       136,092       135,167       136,376  
    Diluted   138,128       139,914       139,205       140,004       143,290  
                                           
    ENPHASE ENERGY, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands)
    (Unaudited)
     
      December 31,
    2024    		   December 31,
    2023
    ASSETS      
    Current assets:      
    Cash and cash equivalents $ 369,110   $ 288,748
    Restricted cash   95,006     —
    Marketable securities   1,253,480     1,406,286
    Accounts receivable, net   223,749     445,959
    Inventory   165,004     213,595
    Prepaid expenses and other assets   220,735     88,930
    Total current assets   2,327,084     2,443,518
    Property and equipment, net   147,514     168,244
    Operating lease, right of use asset, net   24,617     19,887
    Intangible assets, net   42,398     68,536
    Goodwill   211,571     214,562
    Other assets   180,925     215,895
    Deferred tax assets, net   315,567     252,370
    Total assets $ 3,249,676   $ 3,383,012
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current liabilities:      
    Accounts payable $ 90,032   $ 116,164
    Accrued liabilities   196,887     261,919
    Deferred revenues, current   237,225     118,300
    Warranty obligations, current   34,656     36,066
    Debt, current   101,291     —
    Total current liabilities   660,091     532,449
    Long-term liabilities:      
    Deferred revenues, non-current   341,982     369,172
    Warranty obligations, non-current   158,233     153,021
    Other liabilities   55,265     51,008
    Debt, non-current   1,201,089     1,293,738
    Total liabilities   2,416,660     2,399,388
    Total stockholders’ equity   833,016     983,624
    Total liabilities and stockholders’ equity $ 3,249,676   $ 3,383,012
               
    ENPHASE ENERGY, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
    (Unaudited)
     
      Three Months Ended   Year Ended
      December 31, 
    2024    		   September 30, 
    2024    		   December 31, 
    2023    		   December 31, 
    2024    		   December 31, 
    2023
    Cash flows from operating activities:                  
    Net income $ 62,160     $ 45,762     $ 20,919     $ 102,658     $ 438,936  
    Adjustments to reconcile net income to net cash provided by operating activities:                  
    Depreciation and amortization   20,665       20,103       20,841       81,389       74,708  
    Net accretion of discount on marketable securities   (7,490 )     (2,904 )     (2,950 )     (8,599 )     (15,561 )
    Provision for doubtful accounts   2,206       2,704       (129 )     6,677       1,153  
    Asset impairment   4,702       17,568       9,700       28,843       10,603  
    Non-cash interest expense   2,188       2,173       2,126       8,650       8,380  
    Net loss (gain) from change in fair value of debt securities   (3,697 )     741       (2,670 )     (1,967 )     (8,078 )
    Stock-based compensation   51,830       45,940       55,222       211,360       212,857  
    Deferred income taxes   (30,675 )     (5,276 )     (5,053 )     (58,319 )     (43,348 )
    Changes in operating assets and liabilities:                  
    Accounts receivable   2,684       49,414       105,771       211,640       (12,478 )
    Inventory   (6,167 )     17,231       (39,481 )     48,591       (63,887 )
    Prepaid expenses and other assets   (16,487 )     (64,149 )     (2,401 )     (134,343 )     (59,777 )
    Accounts payable, accrued and other liabilities   (27,396 )     32,088       (139,277 )     (85,536 )     (22,149 )
    Warranty obligations   8,657       7,053       221       3,802       57,641  
    Deferred revenues   104,112       1,690       12,611       98,847       117,780  
    Net cash provided by operating activities   167,292       170,138       35,450       513,693       696,780  
    Cash flows from investing activities:                  
    Purchases of property and equipment   (8,064 )     (8,533 )     (20,075 )     (33,604 )     (110,401 )
    Purchases of marketable securities   (93,138 )     (319,190 )     (337,757 )     (1,184,649 )     (2,081,431 )
    Maturities and sale of marketable securities   351,843       215,241       433,869       1,346,520       1,840,477  
    Investments in private companies   —       —       —       —       (15,000 )
    Net cash provided by (used in) investing activities   250,641       (112,482 )     76,037       128,267       (366,355 )
    Cash flows from financing activities:                  
    Partial settlement of convertible notes   —       (5 )     —       (7 )     —  
    Repurchase of common stock   (199,666 )     (49,794 )     (99,998 )     (391,364 )     (409,998 )
    Payment of excise tax on net stock repurchases   (2,773 )     —       —       (2,773 )     —  
    Proceeds from issuance of common stock under employee equity plans   4,719       14       12,555       12,688       13,870  
    Payment of withholding taxes related to net share settlement of equity awards   (5,012 )     (6,286 )     (27,546 )     (78,813 )     (120,646 )
    Net cash used in financing activities   (202,732 )     (56,071 )     (114,989 )     (460,269 )     (516,774 )
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   (7,410 )     2,638       2,175       (6,323 )     1,853  
    Net increase (decrease) in cash and cash equivalents and restricted cash   207,791       4,223       (1,327 )     175,368       (184,496 )
    Cash and cash equivalents—Beginning of period   256,325       252,102       290,075       288,748       473,244  
    Cash, cash equivalents and restricted cash—End of period $ 464,116     $ 256,325     $ 288,748     $ 464,116     $ 288,748  
                                           
    ENPHASE ENERGY, INC.
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (In thousands, except per share data and percentages)
    (Unaudited)
     
      Three Months Ended   Year Ended
      December 31,
    2024    		   September 30,
    2024    		   December 31,
    2023    		   December 31,
    2024    		   December 31,
    2023
    Gross profit (GAAP) $ 198,293     $ 178,171     $ 146,662     $ 629,138     $ 1,058,388  
    Stock-based compensation   3,678       2,948       3,582       14,538       13,357  
    Acquisition related amortization   1,784       1,904       1,894       7,469       7,580  
    Gross profit (Non-GAAP) $ 203,755     $ 183,023     $ 152,138     $ 651,145     $ 1,079,325  
                       
    Gross margin (GAAP)   51.8 %     46.8 %     48.5 %     47.3 %     46.2 %
    Stock-based compensation   0.9       0.8       1.2       1.0       0.6  
    Acquisition related amortization   0.5       0.5       0.6       0.6       0.3  
    Gross margin (Non-GAAP)   53.2 %     48.1 %     50.3 %     48.9 %     47.1 %
                       
    Operating expenses (GAAP) $ 143,489     $ 128,383     $ 156,893     $ 551,846     $ 612,647  
    Stock-based compensation (1)   (47,884 )     (42,992 )     (51,640 )     (196,554 )     (199,500 )
    Acquisition related expenses and amortization   (2,884 )     (3,102 )     (3,888 )     (12,911 )     (15,317 )
    Restructuring and asset impairment charges (1)   (9,399 )     (677 )     (14,814 )     (13,154 )     (15,715 )
    Operating expenses (Non-GAAP) $ 83,322     $ 81,612     $ 86,551     $ 329,227     $ 382,115  
                       
    (1) Includes stock-based compensation as follows:                  
    Research and development $ 20,951     $ 19,790     $ 23,839     $ 85,501     $ 88,367  
    Sales and marketing   15,893       14,237       16,472       65,092       65,703  
    General and administrative   11,041       8,965       11,329       45,962       45,430  
    Restructuring and asset impairment charges   267       —       —       267       —  
    Total $ 48,152     $ 42,992     $ 51,640     $ 196,822     $ 199,500  
                       
    Income (loss) from operations (GAAP) $ 54,804     $ 49,788     $ (10,231 )   $ 77,292     $ 445,741  
    Stock-based compensation   51,563       45,940       55,222       211,093       212,857  
    Acquisition related expenses and amortization   4,668       5,006       5,782       20,380       22,897  
    Restructuring and asset impairment charges   9,399       677       14,814       13,154       15,715  
    Income from operations (Non-GAAP) $ 120,434     $ 101,411     $ 65,587     $ 321,919     $ 697,210  
                       
    Net income (GAAP) $ 62,160     $ 45,762     $ 20,919     $ 102,658     $ 438,936  
    Stock-based compensation   51,563       45,940       55,222       211,093       212,857  
    Acquisition related expenses and amortization   4,668       5,006       5,782       20,380       22,897  
    Restructuring and asset impairment charges   9,399       677       14,814       13,154       15,715  
    Non-cash interest expense   2,188       2,173       2,126       8,650       8,380  
    Non-GAAP income tax adjustment   (4,116 )     (11,156 )     (25,389 )     (34,891 )     (85,544 )
    Net income (Non-GAAP) $ 125,862     $ 88,402     $ 73,474     $ 321,044     $ 613,241  
                       
    Net income per share, basic (GAAP) $ 0.46     $ 0.34     $ 0.15     $ 0.76     $ 3.22  
    Stock-based compensation   0.39       0.34       0.40       1.56       1.56  
    Acquisition related expenses and amortization   0.03       0.04       0.08       0.15       0.17  
    Restructuring and asset impairment charges   0.07       0.01       0.11       0.10       0.12  
    Non-cash interest expense   0.02       0.02       0.02       0.06       0.06  
    Non-GAAP income tax adjustment   (0.03 )     (0.10 )     (0.22 )     (0.26 )     (0.63 )
    Net income per share, basic (Non-GAAP) $ 0.94     $ 0.65     $ 0.54     $ 2.37     $ 4.50  
                       
    Shares used in basic per share calculation GAAP and Non-GAAP   133,815       135,329       136,092       135,167       136,376  
                       
    Net income per share, diluted (GAAP) $ 0.45     $ 0.33     $ 0.15     $ 0.75     $ 3.08  
    Stock-based compensation   0.39       0.33       0.39       1.56       1.57  
    Acquisition related expenses and amortization   0.04       0.04       0.08       0.15       0.16  
    Restructuring and asset impairment charges   0.07       0.01       0.10       0.10       0.11  
    Non-cash interest expense   0.02       0.02       0.01       0.06       0.06  
    Non-GAAP income tax adjustment   (0.03 )     (0.08 )     (0.19 )     (0.26 )     (0.57 )
    Net income per share, diluted (Non-GAAP) (2) $ 0.94     $ 0.65     $ 0.54     $ 2.37     $ 4.41  
                       
    Shares used in diluted per share calculation GAAP   138,128       139,914       139,205       140,004       143,290  
    Shares used in diluted per share calculation Non-GAAP   134,053       135,839       137,187       135,641       139,214  
                       
    Income-based government grants (GAAP) $ 68,040     $ 46,552     $ 32,887     $ 157,538     $ 53,470  
    Incremental cost for manufacturing in U.S.   (16,123 )     (11,396 )     (7,112 )     (38,351 )     (11,603 )
    Net IRA benefit (Non-GAAP) $ 51,917     $ 35,156     $ 25,775     $ 119,187     $ 41,867  
                       
    Net cash provided by operating activities (GAAP) $ 167,292     $ 170,138     $ 35,450     $ 513,693     $ 696,780  
    Purchases of property and equipment   (8,064 )     (8,533 )     (20,075 )     (33,604 )     (110,401 )
    Free cash flow (Non-GAAP) $ 159,228     $ 161,605     $ 15,375     $ 480,089     $ 586,379  
                                           
    (2)  Calculation of non-GAAP diluted net income per share for the year ended December 31, 2023 excludes convertible Notes due 2023 interest expense, net of tax of less than $0.1 million from non-GAAP net income.

    This press release was published by a CLEAR® Verified individual.

    The MIL Network –

  • MIL-OSI: Nasdaq Reports January 2025 Volumes

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Feb. 04, 2025 (GLOBE NEWSWIRE) — Nasdaq (Nasdaq: NDAQ) today reported monthly volumes for January 2025 on its Investor Relations website. A data sheet showing this information can be found at: http://ir.nasdaq.com/financials/volume-statistics.

    About Nasdaq

    Nasdaq (Nasdaq: NDAQ) is a leading global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions, and career opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.

    Cautionary Note Regarding Forward-Looking Statements
    Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections relating to our future financial results, total shareholder returns, growth, trading volumes, products and services, ability to transition to new business models, taxes and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions, divestitures and other strategic, restructuring, technology, de-leveraging and capital allocation initiatives, (iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or regulatory or government investigation or action to which we are or could become a party, and (v) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

    Media Relations Contacts:

    Nick Jannuzzi
    +1.973.760.1741
    Nicholas.Jannuzzi@Nasdaq.com

    Nick Eghtessad
    +1.929.996.8894
    Nick.Eghtessad@Nasdaq.com

    Investor Relations Contact:

    Ato Garrett
    +1.212.401.8737
    Ato.Garrett@Nasdaq.com

    -NDAQF-

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

    • Second quarter SaaS revenue of $80.0 million, up 27% year-over-year
    • Cloud annual recurring revenue (ARR) of $331.1 million, up 29% year-over-year
    • Trailing twelve months’ cloud net revenue retention rate as of December 31, 2024 was 119%

    PALO ALTO, Calif., Feb. 04, 2025 (GLOBE NEWSWIRE) — Intapp, Inc. (NASDAQ: INTA), a leading global provider of AI-powered solutions for professionals at advisory, capital markets, and legal firms, announced financial results for its fiscal second quarter ended December 31, 2024. Intapp also provided its outlook for the third quarter and the full fiscal year 2025.

    “I’m pleased to share that once again we’ve achieved strong quarterly results which are supported by the addition of new clients and expanded client relationships,” said John Hall, CEO of Intapp. “Our second quarter results are indicative of our ability to continually drive AI, cloud adoption, and modernization across the industries we serve.”

    Second Quarter of Fiscal Year 2025 Financial Highlights

    • SaaS revenue was $80.0 million, a 27% year-over-year increase compared to the second quarter of fiscal year 2024.
    • Total revenue was $121.2 million, a 17% year-over-year increase compared to the second quarter of fiscal year 2024.
    • Cloud ARR was $331.1 million as of December 31, 2024, a 29% year-over-year increase compared to Cloud ARR as of December 31, 2023. Cloud ARR represented 76% of total ARR as of December 31, 2024, compared to 70% as of December 31, 2023.
    • Total ARR was $437.1 million as of December 31, 2024, a 20% year-over-year increase compared to total ARR as of December 31, 2023.
    • GAAP operating loss was $(10.2) million, compared to a GAAP operating loss of $(11.1) million in the second quarter of fiscal year 2024.
    • Non-GAAP operating income was $18.9 million, compared to a non-GAAP operating income of $7.6 million in the second quarter of fiscal year 2024.
    • GAAP net loss was $(10.2) million, compared to a GAAP net loss of $(9.2) million in the second quarter of fiscal year 2024.
    • Non-GAAP net income was $17.4 million, compared to a non-GAAP net income of $8.8 million in the second quarter of fiscal year 2024.
    • GAAP net loss per share was $(0.13), compared to a GAAP net loss per share of $(0.13) in the second quarter of fiscal year 2024.
    • Non-GAAP diluted net income per share was $0.21, compared to a non-GAAP diluted net income per share of $0.11 in the second quarter of fiscal year 2024.
    • Cash and cash equivalents were $285.6 million as of December 31, 2024, compared to $208.4 million as of June 30, 2024.
    • For the six months ended December 31, 2024, net cash provided by operating activities was $49.7 million, compared to net cash provided by operating activities of $23.6 million for the six months ended December 31, 2023.

    Business Highlights

    • As of December 31, 2024, we served more than 2,650 clients, 728 of which each had contracts greater than $100,000 of ARR.
    • We upsold and cross-sold our existing clients such that our trailing twelve months’ cloud net revenue retention rate as of December 31, 2024 was 119%.
    • We continued to add new clients and expand existing accounts including accounting firm Milsted Langdon and consulting firm Alvarez & Marsal. 
    • We were named to Forbes’ America’s Most Successful Mid-Cap Companies listing for 2024. 
    • Intapp DealCloud won bronze in the Enterprise Product of the Year – Software category at the 2024 Best in Biz Awards.

    Third Quarter and Full Fiscal Year 2025 Outlook

      Fiscal 2025 Outlook
      Third Quarter Fiscal Year
      (in millions, except per share data)
    SaaS revenue $84.0 – $85.0 $328.8 – $332.8
    Total revenue $128.3 – $129.3 $498.5 – $502.5
    Non-GAAP operating income $18.5 – $19.5 $70.2 – $74.2
    Non-GAAP diluted net income per share $0.21 – $0.23 $0.83 – $0.87
         

    The guidance provided above constitutes forward-looking statements and actual results may differ materially. Refer to the “Forward-Looking Statements” safe harbor section below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

    The information presented in this press release includes non-GAAP financial measures such as “non-GAAP operating income,” “non-GAAP net income,” and “non-GAAP diluted net income per share.” Refer to “Non-GAAP Financial Measures and Other Metrics” for a discussion of these measures and the financial tables below for reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

    The guidance regarding non-GAAP operating income excludes known pre-tax charges related to estimated stock-based compensation of $23.4 million for the third quarter of fiscal year 2025 and $90.6 million for fiscal year 2025 and amortization of intangible assets of $2.7 million for the third quarter of fiscal year 2025 and $11.2 million for fiscal year 2025. The guidance regarding non-GAAP diluted net income per share excludes known pre-tax charges related to estimated stock-based compensation of $0.28 per share for the third quarter of fiscal year 2025 and $1.08 per share for fiscal year 2025 and amortization of intangible assets of $0.03 per share for the third quarter of fiscal year 2025 and $0.13 per share for fiscal year 2025. The Company has not included a quantitative reconciliation of its guidance for non-GAAP operating income and non-GAAP diluted net income per share to their most directly comparable GAAP financial measures, other than stock-based compensation and amortization of intangible assets, because certain of these reconciling items, including change in fair value of contingent consideration, transaction costs, restructuring and other costs and income tax effect of non-GAAP adjustments, could be highly variable and cannot be reasonably predicted without unreasonable effort. This is due to the inherent difficulty of forecasting the timing of certain events that have not yet occurred and are out of the Company’s control and the amounts of associated reconciling items. Please note that the unavailable reconciling items could significantly impact the Company’s GAAP operating results.

    Corporate Presentation

    A supplemental financial presentation and other information will be accessible through Intapp’s investor relations website at https://investors.intapp.com/.

    Webcast
    Intapp will host a conference call for analysts and investors on Tuesday, February 4, 2025, beginning at 2:00 p.m. PT (5:00 p.m. ET). The call will be webcast live via the “Investors” section of the Intapp company website at https://investors.intapp.com/. A replay of the call will be available through the Intapp website for 90 days.

    About Intapp

    Intapp software helps professionals unlock their teams’ knowledge, relationships, and operational insights to increase value for their firms. Using the power of Applied AI, we make firm and market intelligence easy to find, understand, and use. With Intapp’s portfolio of vertical SaaS solutions, professionals can apply their collective expertise to make smarter decisions, manage risk, and increase competitive advantage. The world’s top firms — across accounting, consulting, investment banking, legal, private capital, and real assets — trust Intapp’s industry-specific platform and solutions to modernize and drive new growth.

    Forward-Looking Statements

    This press release contains express and implied “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the third quarter and full fiscal year 2025, growth strategy, business plans and market position. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” “expand,” “outlook” or the negative of these terms, and similar expressions intended to identify forward-looking statements. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance, or achievement to differ materially and adversely from those anticipated or implied in the statements, including: our ability to continue our growth at or near historical rates; our future financial performance and ability to be profitable; the effect of global events on the U.S. and global economies, our business, our employees, our results of operations, our financial condition, demand for our products, sales and implementation cycles, and the health of our clients’ and partners’ businesses; our ability to prevent and respond to data breaches, unauthorized access to client data or other disruptions of our solutions; our ability to effectively manage U.S. and global market and economic conditions, including inflationary pressures, economic and market downturns and volatility in the financial services industry, particularly adverse to our targeted industries; the length and variability of our sales cycle; our ability to attract and retain clients; our ability to attract and retain talent; our ability to compete in highly competitive markets, including AI products; our ability to manage additional complexity, burdens, and volatility in connection with our international sales and operations; the successful assimilation or integration of the businesses, technologies, services, products, personnel or operations of acquired companies; our ability to incur indebtedness in the future and the effect of conditions in credit markets; the sufficiency of our cash and cash equivalents to meet our liquidity needs; and our ability to maintain, protect, and enhance our intellectual property rights. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and any subsequent public filings. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us 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 or outcomes to differ materially from those contained in any forward-looking statements we may make. Forward-looking statements speak only as of the date the statements are made and are based on information available to us at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. We assume no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

    Presentation Changes Related to SaaS and License Revenue

    Effective July 1, 2024, the Company adjusted the classification of support services related to subscription license to be included within “license” on the unaudited condensed consolidated statements of operations. Prior to July 1, 2024, support services related to subscription license were included in a line item entitled “SaaS and Support.” Accordingly, effective July 1, 2024, SaaS revenues include subscription fees from clients accessing our SaaS solutions, premium support services related to SaaS, and updates, if any, to the subscribed service during the subscription term. There was no change to the Company’s revenue recognition policy, except for the change in classification noted herein.

    The presentation of cost of revenues has been conformed to reflect the changes related to the presentation of revenues. Such reclassifications related to the presentation of revenues and cost of revenues did not affect total revenues, operating income, or net income.

    Non-GAAP Financial Measures and Other Metrics

    This press release contains the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, and non-GAAP diluted net income per share. These non-GAAP measures exclude the impact of stock-based compensation, amortization of intangible assets, change in fair value of contingent consideration, transaction costs, restructuring and other costs and the income tax effect of non-GAAP adjustments. See below for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

    Free cash flow is a non-GAAP financial measure, and a supplemental liquidity measure that management uses to evaluate our core operating business and our ability to meet our current and future financing and investing needs. It consists of net cash provided by operating activities less cash paid for purchases of property and equipment. See below for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

    Other metrics include total ARR, Cloud ARR and Cloud net revenue retention rate. Total ARR represents the annualized recurring value of all active SaaS and on-premise subscription license contracts at the end of a reporting period. Cloud ARR is the portion of the annualized recurring value of our active SaaS contracts at the end of a reporting period. Contracts with a term other than one year are annualized by taking the committed contract value for the current period divided by number of days in that period, then multiplying by 365. Cloud net revenue retention rate is the portion of our net revenue retention rate, which represents the net revenue retention of our SaaS contracts. We calculate Cloud net revenue retention by starting with the Cloud ARR from the cohort of all clients as of the twelve months prior to the applicable fiscal period, or prior period Cloud ARR. We then calculate the Cloud ARR from these same clients as of the current fiscal period, or current period Cloud ARR. We then divide the current period Cloud ARR by the prior period Cloud ARR to calculate the Cloud net revenue retention.

    We believe these non-GAAP financial measures and metrics provide useful information to investors as they are used by management to manage the business, make planning decisions, evaluate our performance, and allocate resources and provide useful information regarding certain financial and business trends relating to our financial condition and results of operations. These non-GAAP financial measures, which may be different than similarly-titled measures used by other companies, should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

    Guidance for non-GAAP financial measures excludes stock-based compensation expense, amortization of intangible assets, change in fair value of contingent consideration, transaction costs, restructuring and other costs and the income tax effect of non-GAAP adjustments. Non-GAAP diluted net income per share is calculated by dividing non-GAAP net income by the estimated diluted weighted average shares outstanding for the period.

    Investor Contact
    David Trone
    Senior Vice President, Investor Relations
    Intapp, Inc.
    ir@intapp.com

    Media Contact
    Ali Robinson
    Global Media Relations Director
    Intapp, Inc.
    press@intapp.com

     
    INTAPP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited, in thousands, except per share data and percentages)
     
        Three Months
    Ended December 31,    		     Six Months
    Ended December 31,    		  
        2024     2023     2024     2023  
    Revenues                        
    SaaS   $ 79,976     $ 63,117     $ 156,852     $ 122,030  
    License     28,017       28,135       56,509       56,186  
    Professional services     13,216       12,681       26,653       27,292  
    Total revenues     121,209       103,933       240,014       205,508  
    Cost of revenues                        
    SaaS     16,292       12,810       31,610       25,521  
    License     1,630       1,606       3,382       3,308  
    Professional services     14,549       16,353       29,413       33,513  
    Total cost of revenues     32,471       30,769       64,405       62,342  
    Gross profit     88,738       73,164       175,609       143,166  
    Gross margin     73.2 %     70.4 %     73.2 %     69.7 %
    Operating expenses:                        
    Research and development     33,325       27,981       65,752       56,477  
    Sales and marketing     40,791       35,269       78,551       69,688  
    General and administrative     24,808       20,996       48,746       42,048  
    Total operating expenses     98,924       84,246       193,049       168,213  
    Operating loss     (10,186 )     (11,082 )     (17,440 )     (25,047 )
    Interest and other income (expense), net     (202 )     2,057       3,220       1,114  
    Net loss before income taxes     (10,388 )     (9,025 )     (14,220 )     (23,933 )
    Income tax benefit (expense)     171       (188 )     (517 )     (601 )
    Net loss   $ (10,217 )   $ (9,213 )   $ (14,737 )   $ (24,534 )
    Net loss per share, basic and diluted   $ (0.13 )   $ (0.13 )   $ (0.19 )   $ (0.35 )
    Weighted-average shares used to compute net loss per share, basic and diluted     78,118       70,521       76,861       69,729  
                                     
     
    INTAPP, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited, in thousands)
     
        December 31, 2024     June 30, 2024  
    Assets            
    Current assets:            
    Cash and cash equivalents   $ 285,631     $ 208,370  
    Restricted cash     200       200  
    Accounts receivable, net     87,596       95,103  
    Unbilled receivables, net     13,786       13,300  
    Other receivables, net     4,412       2,743  
    Prepaid expenses     11,284       9,031  
    Deferred commissions, current     14,232       13,907  
    Total current assets     417,141       342,654  
    Property and equipment, net     20,172       18,944  
    Operating lease right-of-use assets     18,426       21,382  
    Goodwill     285,907       285,969  
    Intangible assets, net     34,351       40,293  
    Deferred commissions, noncurrent     18,335       18,495  
    Other assets     6,255       5,262  
    Total assets   $ 800,587     $ 732,999  
    Liabilities and Stockholders’ Equity            
    Current liabilities:            
    Accounts payable   $ 16,631     $ 13,348  
    Accrued compensation     35,045       42,066  
    Accrued expenses     7,266       12,040  
    Deferred revenue, net     234,962       218,923  
    Other current liabilities     12,243       14,270  
    Total current liabilities     306,147       300,647  
    Deferred tax liabilities     1,255       1,336  
    Deferred revenue, noncurrent     3,033       3,563  
    Operating lease liabilities, noncurrent     17,409       19,605  
    Other liabilities     4,353       4,610  
    Total liabilities     332,197       329,761  
    Stockholders’ equity:            
    Common stock     79       75  
    Additional paid-in capital     971,631       891,681  
    Accumulated other comprehensive loss     (1,401 )     (1,336 )
    Accumulated deficit     (501,919 )     (487,182 )
    Total stockholders’ equity     468,390       403,238  
    Total liabilities and stockholders’ equity   $ 800,587     $ 732,999  
     
     
    INTAPP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited, in thousands)
     
        Three Months Ended
    December 31,    		     Six Months Ended
    December 31,    		  
        2024     2023     2024     2023  
    Cash Flows from Operating Activities:                        
    Net loss   $ (10,217 )   $ (9,213 )   $ (14,737 )   $ (24,534 )
    Adjustments to reconcile net loss to net cash provided by operating activities:                        
    Depreciation and amortization     4,372       3,975       8,839       7,984  
    Amortization of operating lease right-of-use assets     1,278       1,152       2,558       2,282  
    Accounts receivable allowances     273       803       823       1,228  
    Stock-based compensation     25,411       16,508       45,400       35,265  
    Change in fair value of contingent consideration     —       (784 )     (1,004 )     (2,215 )
    Deferred income taxes     (26 )     (104 )     (74 )     (217 )
    Other     38       39       76       77  
    Changes in operating assets and liabilities:                        
    Accounts receivable     (23,742 )     (10,902 )     6,465       12,570  
    Unbilled receivables, current     (1,009 )     (1,888 )     (486 )     (5,774 )
    Prepaid expenses and other assets     (2,433 )     (446 )     (5,001 )     (1,788 )
    Deferred commissions     (1,832 )     (1,189 )     (165 )     (1,068 )
    Accounts payable and accrued liabilities     185       9,760       (7,875 )     (1,517 )
    Deferred revenue, net     32,784       4,615       15,509       4,837  
    Operating lease liabilities     (1,344 )     (768 )     (2,675 )     (2,339 )
    Other liabilities     1,501       477       2,032       (1,144 )
    Net cash provided by operating activities     25,239       12,035       49,685       23,647  
    Cash Flows from Investing Activities:                        
    Purchases of property and equipment     (62 )     (213 )     (416 )     (1,354 )
    Capitalized internal-use software costs     (1,915 )     (1,592 )     (3,449 )     (3,453 )
    Business combinations, net of cash acquired     —       —       (897 )     —  
    Net cash used in investing activities     (1,977 )     (1,805 )     (4,762 )     (4,807 )
    Cash Flows from Financing Activities:                        
    Payments for deferred offering costs     —       (148 )     —       (781 )
    Proceeds from stock option exercises     9,666       15,612       32,584       17,936  
    Proceeds from employee stock purchase plan     1,970       1,725       1,970       1,725  
    Payments of deferred contingent consideration and holdback associated with acquisitions     (1,023 )     (2,551 )     (2,410 )     (2,551 )
    Net cash provided by financing activities     10,613       14,638       32,144       16,329  
    Effect of foreign currency exchange rate changes on cash and cash equivalents     (2,091 )     (58 )     194       203  
    Net increase in cash, cash equivalents and restricted cash     31,784       24,810       77,261       35,372  
    Cash, cash equivalents and restricted cash – beginning of period     254,047       141,747       208,570       131,185  
    Cash, cash equivalents and restricted cash – end of period   $ 285,831     $ 166,557     $ 285,831     $ 166,557  
     
     

    INTAPP, INC.
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (Unaudited, in thousands, except per share data and percentages)

    The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below:

    Non-GAAP Gross Profit

        Three Months Ended
    December 31,    		     Six Months Ended
    December 31,    		  
        2024     2023     2024     2023  
    GAAP gross profit   $ 88,738     $ 73,164     $ 175,609     $ 143,166  
    Adjusted to exclude the following:                        
    Stock-based compensation     2,702       2,018       4,934       3,892  
    Amortization of intangible assets     1,509       1,055       3,080       2,110  
    Restructuring and other costs     53       —       62       —  
    Non-GAAP gross profit   $ 93,002     $ 76,237     $ 183,685     $ 149,168  
    Non-GAAP gross margin     76.7 %     73.4 %     76.5 %     72.6 %
     

    Non-GAAP Operating Expenses

        Three Months Ended
    December 31,    		     Six Months Ended
    December 31,    		  
        2024     2023     2024     2023  
    GAAP research and development   $ 33,325     $ 27,981     $ 65,752     $ 56,477  
    Stock-based compensation     (6,800 )     (4,468 )     (11,424 )     (9,114 )
    Restructuring and other costs     (113 )     —       (162 )     —  
    Non-GAAP research and development   $ 26,412     $ 23,513     $ 54,166     $ 47,363  
                             
                             
    GAAP sales and marketing   $ 40,791     $ 35,269     $ 78,551     $ 69,688  
    Stock-based compensation     (7,232 )     (4,888 )     (12,970 )     (10,227 )
    Amortization of intangible assets     (1,268 )     (1,396 )     (2,536 )     (2,883 )
    Non-GAAP sales and marketing   $ 32,291     $ 28,985     $ 63,045     $ 56,578  
                             
                             
    GAAP general and administrative   $ 24,808     $ 20,996     $ 48,746     $ 42,048  
    Stock-based compensation     (8,677 )     (5,134 )     (16,072 )     (12,032 )
    Amortization of intangible assets     (163 )     (163 )     (326 )     (326 )
    Change in fair value of contingent consideration     —       784       1,004       2,215  
    Transaction costs (1)     (530 )     (350 )     (664 )     (678 )
    Restructuring and other costs     (64 )     —       (236 )     —  
    Non-GAAP general and administrative   $ 15,374     $ 16,133     $ 32,452     $ 31,227  
     

    Non-GAAP Operating Income

        Three Months Ended
    December 31,    		     Six Months Ended
    December 31,    		  
        2024     2023     2024     2023  
    GAAP operating loss   $ (10,186 )   $ (11,082 )   $ (17,440 )   $ (25,047 )
    Adjusted to exclude the following:                        
    Stock-based compensation     25,411       16,508       45,400       35,265  
    Amortization of intangible assets     2,940       2,614       5,942       5,319  
    Change in fair value of contingent consideration     —       (784 )     (1,004 )     (2,215 )
    Transaction costs (1)     530       350       664       678  
    Restructuring and other costs     230       —       460       —  
    Non-GAAP operating income   $ 18,925     $ 7,606     $ 34,022     $ 14,000  
     

    Non-GAAP Net Income

        Three Months Ended
    December 31,    		     Six Months Ended
    December 31,    		  
        2024     2023     2024     2023  
    GAAP net loss   $ (10,217 )   $ (9,213 )   $ (14,737 )   $ (24,534 )
    Adjusted to exclude the following:                        
    Stock-based compensation     25,411       16,508       45,400       35,265  
    Amortization of intangible assets     2,940       2,614       5,942       5,319  
    Change in fair value of contingent consideration     —       (784 )     (1,004 )     (2,215 )
    Transaction costs (1)     530       350       664       678  
    Restructuring and other costs     230       —       460       —  
    Income tax effect of non-GAAP adjustments     (1,489 )     (710 )     (2,513 )     (1,125 )
    Non-GAAP net income   $ 17,405     $ 8,765     $ 34,212     $ 13,388  
                             
    GAAP net loss per share, basic and diluted   $ (0.13 )   $ (0.13 )   $ (0.19 )   $ (0.35 )
    Non-GAAP net income per share, diluted   $ 0.21     $ 0.11     $ 0.41     $ 0.17  
                             
    Weighted-average shares used to compute GAAP net loss per share, basic and diluted     78,118       70,521       76,861       69,729  
    Weighted-average shares used to compute non-GAAP net income per share, diluted     83,910       80,285       82,724       79,926  
     

    Free Cash Flow

        Three Months Ended
    December 31,    		     Six Months Ended
    December 31,    		  
        2024     2023     2024     2023  
    Net cash provided by operating activities   $ 25,239     $ 12,035     $ 49,685     $ 23,647  
    Adjusted for the following cash outlay:                        
    Purchases of property and equipment     (62 )     (213 )     (416 )     (1,354 )
    Free cash flow (2)   $ 25,177     $ 11,822     $ 49,269     $ 22,293  
     

    (1) Consists of acquisition-related transaction costs, costs related to a legal settlement incurred in connection with an acquisition and costs related to certain non-capitalized offering-related expenses.

    (2) Beginning with the second quarter ended December 31, 2023, we have excluded capitalized internal-use software costs and cash paid for interest from the calculation of our free cash flow, which we believe better aligns with industry standard. Our free cash flow for prior period presented were recast to conform to the updated methodology and are reflected herein for comparison purposes.

    The MIL Network –