Category: Politics

  • MIL-OSI United Nations: 27 February 2025 Departmental update Protecting key populations from abrupt disruptions to essential HIV services

    Source: World Health Organisation

    Prevention, testing and treatment services for HIV, viral hepatitis and sexually transmitted infections (STI) have driven unprecedented progress in improving population health over the past two decades, with millions of new HIV infections and AIDS-related deaths averted.

    Foreign aid investments in the global HIV response, such as the United States President’s Emergency Plan for AIDS Relief (PEPFAR) and the Global Fund on AIDS, TB and Malaria, have been pivotal to this success, also contributing significantly to progress towards elimination of hepatitis B and C, and STI control. However, abrupt disruptions to foreign aid and service delivery threaten these gains, putting millions of people at risk – especially people living with HIV and key and vulnerable populations.

    Many essential evidence-based prevention interventions, including HIV pre-exposure prophylaxis (PrEP), harm reduction services for people who inject drugs, and community-led programmes have been permanently halted.

    Early reports shared with WHO indicate that prevention and treatment services for key populations are those most affected. Reports include the closure of health centres delivering prevention, testing and treatment interventions for key populations previously supported by U.S. funding. These disruptions are resulting in staffing shortages, supply chain interruptions, and increased barriers to access, leaving key populations – including gay men and other men who have sex with men, sex workers, people who inject drugs, people in prisons, and trans and gender diverse individuals – vulnerable to infection and death, as well as increased stigma and discrimination.

    These developments compromise the ability of service providers to deliver on foundational WHO recommendations that: 

    • all people living with HIV should receive same-day antiretroviral treatment (ART) both to improve their health and to prevent further transmission by achieving sustained viral load suppression; 
    • there should be uninterrupted access to ART for all populations, including key populations living with HIV, during service disruptions; and 
    • person-centred approaches should be implemented and non-judgemental, discrimination-free environments created to foster trust, encourage consistent engagement in care, and support re-engagement for those who may have dropped out of treatment.

    Essential prevention services must remain a priority

    Ensuring that key populations can access prevention services that are free of discrimination is central to HIV, hepatitis and STI responses. Community-based services have consistently proven effective in increasing access and acceptability of programmes, buffering the effects of stigma and discrimination. These programmes facilitate the delivery of interventions that have been proven effective through rigorous scientific research, and that are recommended by WHO to protect people from new infections and harm.

    Core WHO-recommended essential prevention services include condoms and lubricants; testing for HIV, hepatitis B and C, and other STIs; HIV post-exposure prophylaxis and pre-exposure prophylaxis; and harm reduction activities including distribution of needles and syringes, of naloxone to prevent deaths from overdose, and opioid agonist maintenance treatment programmes.

    Commitment to sustainable financing and integrated health systems

    As countries and ministries of health work to mitigate the impact of service disruptions, they must pursue long-term solutions, including sustainable domestic financing to protect these vital health services. This is essential for maintaining the downward trend in HIV incidence and mortality, and to progress toward hepatitis elimination and STI control. 

    WHO also emphasizes the value of an integrated approach to HIV, bringing together stigma and discrimination-free services for tuberculosis, viral hepatitis, sexual and reproductive health, and noncommunicable diseases under the umbrella of strong primary health care. Integrating HIV leads to resource optimization and improvements in overall population health. 

    WHO remains committed to supporting national governments, partners, and donors in adapting to shifting donor support to safeguard the health and well-being of those most vulnerable to HIV, viral hepatitis and STIs.

    MIL OSI United Nations News

  • MIL-OSI Australia: Australian Deputy PM: Federal funding backs 58 new road safety awareness projects

    Source: Minister of Infrastructure

    Fifty-eight projects will share over $29 million in grant funding to improve road safety thanks to the Albanese Government’s National Road Safety Action Grants Program. 

    Grants of between $20,000 and $1.5 million have been awarded to non-infrastructure road safety projects focused on expanding new road safety technology, research and education.

    Assistant Minister for Regional Development, Senator Anthony Chisholm will visit the team working on UNSW’s VRStreetLab project today, who are set to use their grant funding allocation of $233,965 to evaluate cyclist behaviour through a Virtual Reality (VR) Street Simulator.

    Promoting road safety in First Nations communities has also been prioritised through the Program, with nearly $1.3 million allocated to the Katherine West Health Board Aboriginal Corporation in the Northern Territory to reduce road trauma through awareness programs and educational technology. 

    The National Road Safety Action Grants Program has already provided funding toward 23 non-infrastructure road safety projects, through its previous round, by prioritising five key areas critical to reducing deaths and serious injuries on Australian roads: 

    • Vulnerable Road Users
    • Community Education and Awareness 
    • First Nations Road Safety
    • Technology and Innovation
    • Research and Data.

    More information on the National Road Safety Action Grants Program, including a full list of successful projects awarded under the First Nations Road Safety, Technology and Innovation, and Research and Data streams can be found here.

    Quotes attributable to Assistant Minister for Regional Development, Anthony Chisholm:

    “Keeping people safe on our roads is a critical priority of our government, which is why we’re rolling out this much-needed funding to support projects that will make a real difference in changing the way we think about road safety. 

    “This funding backs road safety education and research to develop new technologies, like airbag helmets and new collision avoidance technology, to keep Australians safe on our roads.

    “We’re also supporting new research to fill gaps in our understanding of how to drive safely, including how to prevent risky driver behaviour and how much sleep you need in order to drive safely. 

    “Everyone has a role to play when it comes to road safety, and by working together to deliver projects like these, we can support better road safety outcomes for Australia.”  

    Quotes attributable to the Director of the Research Centre for Integrated Transport Innovation (rCITI) at UNSW Sydney, Professor Taha Hossein Rashidi:

    “Improving road safety is crucial to reduce injuries and save lives. 

    “VRStreetLab is a novel VR transport simulator that tests smart cycling infrastructure and safety measures to make our streets safer.

    “Our technology allows us to better understand how cyclists interact with safety interventions like smart sensor traffic lights, collision warning systems and digital signage with real-time updates in a fully immersive simulated environment.

    “The benefit is a rapid, cost-effective platform to evaluate the impact of safety measures to inform transport policy before large-scale investment.

    “The funding will fully support our efforts to begin this innovative transport research and improve safety for everyone on the road with massive potential for further research initiatives upon completion of this project.”

    MIL OSI News

  • MIL-OSI Australia: Federal funding backs 58 new road safety awareness projects

    Source: Australian Ministers for Regional Development

    Fifty-eight projects will share over $29 million in grant funding to improve road safety thanks to the Albanese Government’s National Road Safety Action Grants Program. 

    Grants of between $20,000 and $1.5 million have been awarded to non-infrastructure road safety projects focused on expanding new road safety technology, research and education.

    Assistant Minister for Regional Development, Senator Anthony Chisholm will visit the team working on UNSW’s VRStreetLab project today, who are set to use their grant funding allocation of $233,965 to evaluate cyclist behaviour through a Virtual Reality (VR) Street Simulator.

    Promoting road safety in First Nations communities has also been prioritised through the Program, with nearly $1.3 million allocated to the Katherine West Health Board Aboriginal Corporation in the Northern Territory to reduce road trauma through awareness programs and educational technology. 

    The National Road Safety Action Grants Program has already provided funding toward 23 non-infrastructure road safety projects, through its previous round, by prioritising five key areas critical to reducing deaths and serious injuries on Australian roads: 

    • Vulnerable Road Users
    • Community Education and Awareness 
    • First Nations Road Safety
    • Technology and Innovation
    • Research and Data.

    More information on the National Road Safety Action Grants Program, including a full list of successful projects awarded under the First Nations Road Safety, Technology and Innovation, and Research and Data streams can be found here.

    Quotes attributable to Assistant Minister for Regional Development, Anthony Chisholm:

    “Keeping people safe on our roads is a critical priority of our government, which is why we’re rolling out this much-needed funding to support projects that will make a real difference in changing the way we think about road safety. 

    “This funding backs road safety education and research to develop new technologies, like airbag helmets and new collision avoidance technology, to keep Australians safe on our roads.

    “We’re also supporting new research to fill gaps in our understanding of how to drive safely, including how to prevent risky driver behaviour and how much sleep you need in order to drive safely. 

    “Everyone has a role to play when it comes to road safety, and by working together to deliver projects like these, we can support better road safety outcomes for Australia.”  

    Quotes attributable to the Director of the Research Centre for Integrated Transport Innovation (rCITI) at UNSW Sydney, Professor Taha Hossein Rashidi:

    “Improving road safety is crucial to reduce injuries and save lives. 

    “VRStreetLab is a novel VR transport simulator that tests smart cycling infrastructure and safety measures to make our streets safer.

    “Our technology allows us to better understand how cyclists interact with safety interventions like smart sensor traffic lights, collision warning systems and digital signage with real-time updates in a fully immersive simulated environment.

    “The benefit is a rapid, cost-effective platform to evaluate the impact of safety measures to inform transport policy before large-scale investment.

    “The funding will fully support our efforts to begin this innovative transport research and improve safety for everyone on the road with massive potential for further research initiatives upon completion of this project.”

    MIL OSI News

  • MIL-OSI United Nations: Gaza: Despite challenges, UNRWA says ‘unparalleled progress’ made during ceasefire

    Source: United Nations 2

    Peace and Security

    Since the ceasefire began in Gaza on 19 January, “unparalleled progress” has been made in providing desperately needed aid to families across the devastated enclave, said UN agency for Palestine refugees, UNRWA, on Thursday.

    Agency teams have worked around the clock to provide services to a people who are overwhelmed following 15 months of constant bombardment, forced displacement, and lack of critical supplies, the agency said in a press release.

    This reflects UNRWA’s commitment to supporting families in Gaza through this unprecedented humanitarian crisis,” said Sam Rose, UNRWA’s acting director of Gaza Affairs, speaking from an UNRWA health centre in southern Gaza.

    “Despite every political and logistical challenge to the Agency, UNRWA remains resolute in its mission to provide essential services to families who need them now more than ever.”

    Last October, Israel’s parliament, the Knesset, adopted two bills banning UNRWA from working in Israeli territory and enforcing a no-contact policy between national authorities and agency representatives. The laws took effect in January.

    Two million reached

    In a significant milestone, and in close coordination with other humanitarian partners, UNRWA has now provided food assistance to two million people, or over 90 per cent of the population, helping to bring some improvement to overall food security.

    The agency has also restored healthcare access to nearly 180,000 people in Khan Younis, Rafah and Gaza City through the re-opening of health centres.

    In addition, agency teams reached more than half a million with blankets, mattresses, floor mats, clothes, cooking equipment, and tarpaulins to protect from the rain.

    All agencies scale up support

    The recent polio campaign in Gaza concluded successfully, reaching over 600,000 children under the age of 10, UN Spokesperson Stéphane Dujarric told journalists at UN Headquarters in New York on Thursday.

    The World Health Organization (WHO) provided supplies to three hospitals and five health partners, benefiting 250,000 people across the Strip. Additionally, WHO supported the expansion of triage and emergency departments in Al-Shifa hospital with tents and 20 extra beds.

    Children’s agency UNICEF has delivered essential health kits, paediatric medicines, and newborn supplies for over 20,000 people at Al Awda Hospital in northern Gaza.

    UN partners have also scaled up food security, distributing 860,000 cooked meals daily – a 10 per cent increase from the previous week.

    Back to school, for some

    The World Food Programme (WFP) has made subsidised bread available at 24 retail shops in the South and re-established four food distribution points in the north.

    Efforts to improve water and sanitation continue, with two water points established and expanded in North Gaza governorate, and two sections of water networks repaired in Khan Younis.

    As of Wednesday, 100,000 children have enrolled in school, marking a return to in-person learning after 16 months. A total of 165 public schools have reopened across Gaza.

    West Bank emergency: 40,000 forcibly displaced

    In the West Bank, Israeli forces’ operations in Jenin, Tulkarm, and Tubas have led to further casualties and displacement, hindering access to essential services.

    The UN stresses the importance of respecting international law and protecting civilians.

    Listen below to audio from Ajith Sunghay who is the top UN human rights official for the Occupied Palestinian Territory. He told UN News on Thursday that with 40,000 now forcibly displaced from refugee camps in the West Bank, it seems “return is not an option” for at least a year as Israel forces dig in.

    Soundcloud

    MIL OSI United Nations News

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

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

    Fiscal 2025 first quarter segment results

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

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

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

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

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

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

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

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

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

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

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

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

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

    Editorial contacts

    HP Inc. Media Relations
    MediaRelations@hp.com

    HP Inc. Investor Relations
    InvestorRelations@hp.com

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

    per share
      Amounts   Diluted
    net
    earnings

    per share
      Amounts   Diluted
    net
    earnings

    per share
    GAAP net earnings $ 565     $ 0.59     $ 906     $ 0.93     $ 622     $ 0.62
    Non-GAAP adjustments:                      
    Restructuring and other charges   70       0.07       121       0.13       63       0.06
    Acquisition and divestiture charges   6       0.01       12       0.01       27       0.03
    Amortization of intangible assets   63       0.07       76       0.08       81       0.08
    Debt extinguishment costs               3                  
    Non-operating retirement-related credits    (5 )     (0.01 )     (2 )           (2 )    
    Tax adjustments(a)   5       0.01       (216 )     (0.22 )     17       0.02
    Non-GAAP net earnings $ 704     $ 0.74     $ 900     $ 0.93     $ 808     $ 0.81
                           
    GAAP earnings from operations $ 845         $ 991         $ 935      
    Non-GAAP adjustments:                      
    Restructuring and other charges   70           121           63      
    Acquisition and divestiture charges   6           12           27      
    Amortization of intangible assets   63           76           81      
    Non-GAAP earnings from operations  $ 984         $ 1,200         $ 1,106      
                           
    GAAP operating margin   6.3  %         7.1  %         7.1  %    
    Non-GAAP adjustments   1.0  %         1.4  %         1.3  %    
    Non-GAAP operating margin   7.3  %         8.5  %         8.4  %    

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

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

      

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

    (a)     “NM” represents not meaningful.

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

    (a)     “NM” represents not meaningful.

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

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

    Use of non-GAAP financial measures

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    –  Completed $835 Million in Dispositions in 2024, Surpassing High-End of Increased Guidance

    –  Reduced Net Debt by $734 million in 2024; Improved Net Debt to Adjusted EBITDA to 7.6x

    –  Company Meets and Exceeds its Full-Year 2024 Earnings Guidance

    –  Recently Announced $1.8 Billion Multi-Tenant Portfolio Sale Would Significantly Reduce Leverage and Improve Liquidity Position

    –  Proposed Transaction Would Create Pure-Play, Single-Tenant Net Lease Company with Enhanced Portfolio Metrics

    –  Company Initiates Opportunistic $300 Million Share Repurchase Program

    NEW YORK, Feb. 27, 2025 (GLOBE NEWSWIRE) — Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”), an internally managed real estate investment trust that focuses on acquiring and managing a globally diversified portfolio of strategically-located commercial real estate properties, announced today its financial and operating results for the quarter and year ended December 31, 2024.

    Fourth Quarter and Full Year 2024 Highlights

    • Revenue was $199.1 million in fourth quarter 2024 compared to $206.7 million in fourth quarter 2023, primarily as a result of $835 million of dispositions closed throughout the year
    • Net loss attributable to common stockholders was $17.5 million in fourth quarter 2024, compared to $59.5 million in fourth quarter 2023
    • Core Funds From Operations (“Core FFO”) was $68.5 million, or $0.30 per share, in fourth quarter 2024, compared to $48.3 million, or $0.21 per share, in fourth quarter 2023
    • Adjusted Funds From Operations (“AFFO”)1 was $78.3 million2, or $0.34 per share, in fourth quarter 2024, compared to $71.7 million, or $0.31 per share, in fourth quarter 2023; full-year 2024 AFFO was $303.8 million, or $1.32 per share
    • Closed $835 million of dispositions in 2024 at a cash cap rate of 7.1% with a weighted average lease term of 4.9 years
    • Reduced net debt by $734 million in 2024, improving Net Debt to Adjusted EBITDA from 8.4x to 7.6x2
    • Exceeded projected cost synergies, reaching $85.0 million versus the expected $75.0 million, highlighting the Company’s successful integration efforts and ability to drive value through strategic initiatives
    • Increased portfolio occupancy from 93% as of the end of first quarter 2024 to 97% as of the end of the fourth quarter of 2024
    • Leased 1.2 million square feet across the portfolio, resulting in nearly $17.0 million of new straight-line rent
    • Renewal leasing spread of 6.8% with a weighted average lease term of 9.7 years; new leases completed in the quarter had a weighted average lease term of 6.5 years
    • Weighted average annual rent increase of 1.3% provides organic rental growth, excluding 14.8% of the portfolio with CPI linked leases that have historically experienced significantly higher rental increase
    • Sector-leading 61% of annualized straight-line rent comes from investment-grade or implied investment-grade tenants3

    Multi-Tenant Portfolio Sale

    • Entered into a binding agreement to sell its multi-tenant portfolio of 100 non-core properties for approximately $1.8 billion
    • This strategic transaction would accelerate GNL’s disposition initiative and position the Company for sustained growth and value creation as a pure-play, single-tenant net lease company

    “We are incredibly proud of our achievements at GNL in 2024 and even more excited about what lies ahead,” stated Michael Weil, CEO of GNL. “The sale of our multi-tenant portfolio would mark a pivotal moment, reinforcing the strong momentum we have built. This transaction would reshape GNL into a pure-play, single-tenant net lease company, eliminating the operational complexities, G&A expenses and capital expenditures tied to multi-tenant retail properties. More importantly, it would accelerate our deleveraging strategy and fortify our balance sheet. This strategic transformation, including the recently announced share repurchase program, underscores our long-term vision, reinforcing our commitment to prudent management, sustainable growth and driving meaningful shareholder value.”

    Full Year 2025 Guidance and Dividend Update4
    The Company is establishing initial 2025 guidance, which is contingent on the sale of our multi-tenant portfolio with respect to AFFO and Net Debt to Adjusted EBITDA.

    • AFFO per share range of $0.90 to $0.96
    • Net Debt to Adjusted EBITDA range of 6.5x to 7.1x
    • Reduced annual dividend to $0.190 per share of common stock beginning with the dividend expected to be declared in April 2025 which would generate $78 million in incremental annual cash flow

    Summary Fourth Quarter 2024 Results

        Three Months Ended
    December 31,

     
    (In thousands, except per share data)   2024   2023  
    Revenue from tenants   $ 199,115     $ 206,726    
                       
    Net loss attributable to common stockholders   $ (17,458 )   $ (59,514 )  
    Net loss per diluted common share   $ (0.08 )   $ (0.26 )  
                       
    NAREIT defined FFO attributable to common stockholders   $ 64,334     $ 43,165    
    NAREIT defined FFO per diluted common share   $ 0.28     $ 0.19    
                       
    Core FFO attributable to common stockholders   $ 68,538     $ 48,331    
    Core FFO per diluted common share   $ 0.30     $ 0.21    
                       
    AFFO attributable to common stockholders   $ 78,297     $ 71,656    
    AFFO per diluted common share   $ 0.34     $ 0.31    
     

    Property Portfolio

    At December 31, 2024, the Company’s portfolio consisted of 1,121 net leased properties located in ten countries and territories and comprised of 60.7 million rentable square feet. The Company operates in four reportable segments: (1) Industrial & Distribution, (2) Multi-Tenant Retail, (3) Single-Tenant Retail and (4) Office. The real estate portfolio metrics include:

    • 97% leased with a remaining weighted-average lease term of 6.2 years5
    • 81% of the portfolio contains contractual rent increases based on annualized straight-line rent
    • 61% of portfolio annualized straight-line rent derived from investment grade and implied investment grade rated tenants
    • 80% U.S. and Canada, 20% Europe (based on annualized straight-line rent)
    • 34% Industrial & Distribution, 28% Multi-Tenant Retail, 21% Single-Tenant Retail and 17% Office (based on an annualized straight-line rent)

    Capital Structure and Liquidity Resources6

    As of December 31, 2024, the Company had liquidity of $492.2 million and $460.0 million of capacity under the Company’s revolving credit facility. The Company had net debt of $4.6 billion7, including $2.3 billion of mortgage debt.

    As of December 31, 2024, the percentage of debt that is fixed rate (including variable rate debt fixed with swaps) was 91%, compared to approximately 80% as of December 31, 2023. The Company’s total combined debt had a weighted average interest rate of 4.8% resulting in an interest coverage ratio of 2.5 times8. Weighted average debt maturity was 3.0 years as of December 31, 2024 as compared to 3.2 years as of December 31, 2023.

    Footnotes/Definitions

    1 While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income (loss) or as a measure of liquidity. Furthermore, other REITs may define AFFO differently than we do. Projected AFFO per share data included in this release is for informational purposes only and should not be relied upon as indicative of future dividends or as a measure of future liquidity. AFFO for the fourth quarter 2024 also contains a number of adjustments for items that the Company believes were non-recurring, one-time items including adjustments for items that were settled in cash such as merger and proxy related expenses.
       
    2 Includes the collection of $4.5 million in past-due funds from Children of America and approximately $3.0 million in termination fees.
       
    3 As used herein, “Investment Grade Rating” includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied Investment Grade may include actual ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring a company’s probability of default. The term “parent” for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant. Ratings information is as of December 31, 2024. Comprised of 31.4% leased to tenants with an actual investment grade rating and 29.1% leased to tenants with an Implied Investment Grade rating based on annualized cash rent as of December 31, 2024.
       
    4 We do not provide guidance on net income. We only provide guidance on AFFO per share and our Net Debt to Adjusted EBITDA ratio and do not provide reconciliations of this forward-looking non-GAAP guidance to net income per share or our debt to net income due to the inherent difficulty in quantifying certain items necessary to provide such reconciliations as a result of their unknown effect, timing and potential significance. Examples of such items include impairment of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions and other non-recurring expenses.
       
    5 Weighted-average remaining lease term in years is based on square feet as of December 31, 2024.
       
    6 During the year ended December 31, 2024, the Company did not sell any shares of Common Stock or Series B Preferred Stock through its Common Stock or Series B Preferred Stock under its “at-the-market” programs.
       
    7 Comprised of the principal amount of GNL’s outstanding debt totaling $4.7 billion less cash and cash equivalents totaling $159.7 million, as of December 31, 2024.
       
    8 The interest coverage ratio is calculated by dividing adjusted EBITDA for the applicable quarter by cash paid for interest (calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net). Management believes that interest coverage ratio is a useful supplemental measure of our ability to service our debt obligations. Adjusted EBITDA and cash paid for interest are Non-GAAP metrics and are reconciled below.
     

    Conference Call 

    GNL will host a webcast and conference call on February 28, 2025 at 11:00 a.m. ET to discuss its financial and operating results. 

    To listen to the live call, please go to GNL’s “Investor Relations” section of the website at least 15 minutes prior to the start of the call to register and download any necessary audio software.

    Dial-in instructions for the conference call and the replay are outlined below.

    Conference Call Details

    Live Call

    Dial-In (Toll Free): 1-877-407-0792
    International Dial-In: 1-201-689-8263

    Conference Replay

    For those who are not able to listen to the live broadcast, a replay will be available shortly after the call on the GNL website at www.globalnetlease.com.

    Or dial-in below:

    Domestic Dial-In (Toll Free): 1-844-512-2921
    International Dial-In: 1-412-317-6671
    Conference Number: 13746750
    *Available from 2:00 p.m. ET on February 28, 2025 through May 28, 2025.

    Supplemental Schedules 

    The Company will file supplemental information packages with the Securities and Exchange Commission (the “SEC”) to provide additional disclosure and financial information. Once posted, the supplemental package can be found under the “Presentations” tab in the Investor Relations section of GNL’s website at www.globalnetlease.com and on the SEC website at www.sec.gov. 

    About Global Net Lease, Inc. 

    Global Net Lease, Inc. (NYSE: GNL) is a publicly traded internally managed real estate investment trust that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com. 

    Forward-Looking Statements

    The statements in this press release that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks that any potential future acquisition or disposition (including the multi-tenant portfolio sale) by the Company is subject to market conditions, capital availability and timing considerations and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements are set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

    Contacts: 

    Investors and Media:
    Email: investorrelations@globalnetlease.com
    Phone: (332) 265-2020

    Global Net Lease, Inc.
    Consolidated Balance Sheets
    (In thousands)
     
      December 31,
     
      2024   2023  
    ASSETS (Unaudited)
             
    Real estate investments, at cost:                
    Land $ 1,172,146     $ 1,430,607    
    Buildings, fixtures and improvements   5,293,468       5,842,314    
    Construction in progress   4,350       23,242    
    Acquired intangible lease assets   1,057,967       1,359,981    
     Total real estate investments, at cost   7,527,931       8,656,144    
     Less: accumulated depreciation and amortization   (1,164,629 )     (1,083,824 )  
       Total real estate investments, net   6,363,302       7,572,320    
    Assets held for sale   17,406       3,188    
    Cash and cash equivalents   159,698       121,566    
    Restricted cash   64,510       40,833    
    Derivative assets, at fair value   2,471       10,615    
    Unbilled straight-line rent   99,501       84,254    
    Operating lease right-of-use asset   74,270       77,008    
    Prepaid expenses and other assets   108,562       121,997    
    Deferred tax assets   4,866       4,808    
    Goodwill   51,370       46,976    
    Deferred financing costs, net   9,808       15,412    
              Total Assets $ 6,955,764     $ 8,098,977    
                     
    LIABILITIES AND EQUITY                
    Mortgage notes payable, net $ 2,221,706     $ 2,517,868    
    Revolving credit facility   1,390,292       1,744,182    
    Senior notes, net   906,101       886,045    
    Acquired intangible lease liabilities, net   76,800       95,810    
    Derivative liabilities, at fair value   3,719       5,145    
    Accounts payable and accrued expenses   75,735       99,014    
    Operating lease liability   48,333       48,369    
    Prepaid rent   28,734       46,213    
    Deferred tax liability   5,477       6,009    
    Dividends payable   11,909       11,173    
        Total Liabilities   4,768,806       5,459,828    
    Commitments and contingencies            
    Stockholders’ Equity:                
    7.25% Series A cumulative redeemable preferred stock   68       68    
    6.875% Series B cumulative redeemable perpetual preferred stock   47       47    
    7.50% Series D cumulative redeemable perpetual preferred stock   79       79    
    7.375% Series E cumulative redeemable perpetual preferred stock   46       46    
    Common stock   3,640       3,639    
    Additional paid-in capital   4,359,264       4,350,112    
    Accumulated other comprehensive loss   (25,844 )     (14,096 )  
    Accumulated deficit   (2,150,342 )     (1,702,143 )  
    Total Stockholders’ Equity   2,186,958       2,637,752    
    Non-controlling interest         1,397    
    Total Equity   2,186,958       2,639,149    
             Total Liabilities and Equity $ 6,955,764     $ 8,098,977    
     
    Global Net Lease, Inc.
    Consolidated Statements of Operations
    (In thousands, except per share data)
     
      Three Months Ended   Year Ended
     
      December 31,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2023

     
      (Unaudited)    (Unaudited)    (Unaudited)           
    Revenue from tenants $ 199,115     $ 206,726     $ 805,010     $ 515,070    
                                     
    Expenses:                                
    Property operating   35,619       37,037       142,497       67,839    
    Operating fees to related parties         (580 )           28,283    
    Impairment charges   20,098       2,978       90,410       68,684    
    Merger, transaction and other costs   1,792       4,349       6,026       54,492    
    Settlement costs                     29,727    
    General and administrative   13,763       16,867       57,734       40,187    
    Equity-based compensation   2,309       1,058       8,931       17,297    
    Depreciation and amortization   83,020       98,713       349,943       222,271    
    Total expenses   156,601       160,422       655,541       528,780    
          Operating income (loss) before gain on dispositions of
                real estate investments
      42,514       46,304       149,469       (13,710 )  
    Gain (loss) on dispositions of real estate investments   21,326       (988 )     57,015       (1,672 )  
          Operating income (loss)   63,840       45,316       206,484       (15,382 )  
    Other income (expense):                                
    Interest expense   (77,234 )     (83,575 )     (326,932 )     (179,411 )  
    Loss on extinguishment and modification of debt   (2,412 )     (817 )     (15,877 )     (1,221 )  
    Gain (loss) on derivative instruments   6,853       (4,478 )     4,229       (3,691 )  
    Unrealized gains on undesignated foreign currency advances and
          other hedge ineffectiveness
      1,917             3,249          
    Other income   1,476       435       1,720       2,270    
    Total other expense, net   (69,400 )     (88,435 )     (333,611 )     (182,053 )  
    Net loss before income tax   (5,560 )     (43,119 )     (127,127 )     (197,435 )  
    Income tax expense   (962 )     (5,459 )     (4,445 )     (14,475 )  
    Net loss   (6,522 )     (48,578 )     (131,572 )     (211,910 )  
    Preferred stock dividends   (10,936 )     (10,936 )     (43,744 )     (27,438 )  
    Net loss attributable to common stockholders $ (17,458 )   $ (59,514 )   $ (175,316 )   $ (239,348 )  
                                     
    Basic and Diluted Loss Per Share:                                
    Net loss per share attributable to common stockholders — Basic
          and Diluted
    $ (0.08 )   $ (0.26 )   $ (0.76 )   $ (1.71 )  
    Weighted Average Shares Outstanding:                                
    Basic and Diluted   230,596       230,320       230,440       142,584    
     
    Global Net Lease, Inc.
    Quarterly Reconciliation of Non-GAAP Measures (Unaudited)
    (In thousands)
       
        Three Months Ended   Year Ended
     
        March 31,
    2024
      June 30,
    2024
      September 30,
    2024
      December 31,
    2024
      December 31,
    2024

     
    Adjusted EBITDA                                        
      Net loss $ (23,751 )   $ (35,664 )   $ (65,635 )   $ (6,522 )   $ (131,572 )  
      Depreciation and amortization   92,000       89,493       85,430       83,020       349,943    
      Interest expense   82,753       89,815       77,130       77,234       326,932    
      Income tax expense   2,388       (250 )     1,345       962       4,445    
      EBITDA   153,390       143,394       98,270       154,694       549,748    
      Impairment charges   4,327       27,402       38,583       20,098       90,410    
      Equity-based compensation   1,973       2,340       2,309       2,309       8,931    
      Merger, transaction and other costs [1]   761       1,572       1,901       1,792       6,026    
      (Gain) loss on dispositions of real estate investments   (5,867 )     (34,102 )     4,280       (21,326 )     (57,015 )  
      (Gain) loss on derivative instruments   (1,588 )     (530 )     4,742       (6,853 )     (4,229 )  
      Unrealized gains on undesignated foreign currency
          advances and other hedge ineffectiveness
      (1,032 )     (300 )           (1,917 )     (3,249 )  
      Loss on extinguishment and modification of debt   58       13,090       317       2,412       15,877    
      Other expense (income)   16       (309 )     49       (1,476 )     (1,720 )  
      Expenses attributable to European tax restructuring [2]   469       16                   485    
      Transition costs related to the Merger and Internalization [3]   2,826       995       138       527       4,486    
      Adjusted EBITDA   155,333       153,568       150,589       150,260       609,750    
      General and administrative   16,177       15,196       12,598       13,763       57,734    
      Expenses attributable to European tax restructuring [2]   (469 )     (16 )                 (485 )  
      Transition costs related to the Merger and Internalization [3]   (2,826 )     (995 )     (138 )     (527 )     (4,486 )  
      NOI   168,215       167,753       163,049       163,496       662,513    
      Amortization related to above- and below-market lease
          intangibles and right-of-use assets, net
      2,225       1,901       1,805       1,572       7,503    
      Straight-line rent   (4,562 )     (5,349 )     (5,343 )     (3,896 )     (19,150 )  
      Cash NOI $ 165,878     $ 164,305     $ 159,511     $ 161,172     $ 650,866    
                                               
    Cash Paid for Interest:                                        
      Interest Expense $ 82,753     $ 89,815     $ 77,130     $ 77,234     $ 326,932    
            Non-cash portion of interest expense   (2,394 )     (2,580 )     (2,496 )     (2,510 )     (9,980 )  
      Amortization of discounts on mortgages and senior notes   (15,338 )     (24,080 )     (14,156 )     (15,017 )     (68,591 )  
      Total cash paid for interest $ 65,021     $ 63,155     $ 60,478     $ 59,707     $ 248,361    
                                               
    [1] These costs primarily consist of advisory, legal and other professional costs that were directly related to the Merger and Internalization.
    [2] Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.
    [3] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.
       
    Global Net Lease, Inc.
    Quarterly Reconciliation of Non-GAAP Measures (Unaudited)
    (In thousands, except per share data)
       
        Three Months Ended   Year Ended
     
        March 31,
    2024
      June 30,
    2024
      September 30,
    2024
      December 31,
    2024
      December 31,
    2024

     
    Funds from operations (FFO):                                        
      Net loss attributable to common stockholders (in accordance with GAAP) $ (34,687 )   $ (46,600 )   $ (76,571 )   $ (17,458 )   $ (175,316 )  
      Impairment charges   4,327       27,402       38,583       20,098       90,410    
      Depreciation and amortization   92,000       89,493       85,430       83,020       349,943    
      (Gain) loss on dispositions of real estate investments   (5,867 )     (34,102 )     4,280       (21,326 )     (57,015 )  
    FFO (defined by NAREIT)   55,773       36,193       51,722       64,334       208,022    
      Merger, transaction and other costs[1]   761       1,572       1,901       1,792       6,026    
      Loss on extinguishment and modification of debt   58       13,090       317       2,412       15,877    
    Core FFO attributable to common stockholders   56,592       50,855       53,940       68,538       229,925    
      Non-cash equity-based compensation   1,973       2,340       2,309       2,309       8,931    
      Non-cash portion of interest expense   2,394       2,580       2,496       2,510       9,980    
      Amortization related to above- and below-market lease intangibles and right-of-use assets, net   2,225       1,901       1,805       1,572       7,503    
      Straight-line rent   (4,562 )     (5,349 )     (5,343 )     (3,896 )     (19,150 )  
      Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness   (1,032 )     (300 )           (1,917 )     (3,249 )  
      Eliminate unrealized (gains) losses on foreign currency transactions[2]   (1,259 )     (230 )     4,360       (6,289 )     (3,418 )  
      Amortization of discounts on mortgages and senior notes   15,338       24,080       14,156       15,017       68,591    
      Expenses attributable to European tax restructuring[3]   469       16                   485    
      Transition costs related to the Merger and Internalization[4]   2,826       995       138       527       4,486    
      Forfeited disposition deposit[5]         (196 )     (5 )     (74 )     (275 )  
    Adjusted funds from operations (AFFO) attributable tocommon stockholders $ 74,964     $ 76,692     $ 73,856     $ 78,297     $ 303,809    
    Weighted average common shares outstanding – Basic and Diluted   230,320       230,381       230,463       230,596       230,440    
    Net loss per share attributable to common shareholders — Basic and Diluted $ (0.15 )   $ (0.20 )   $ (0.33 )   $ (0.08 )   $ (0.76 )  
    FFO per diluted common share $ 0.24     $ 0.16     $ 0.22     $ 0.28     $ 0.90    
    Core FFO per diluted common share $ 0.25     $ 0.22     $ 0.23     $ 0.30     $ 1.00    
    AFFO per diluted common share $ 0.33     $ 0.33     $ 0.32     $ 0.34     $ 1.32    
    Dividends declared to common stockholders $ 81,923     $ 63,754     $ 63,722     $ 63,484     $ 272,883    
                                               
    [1] These costs primarily consist of advisory, legal and other professional costs that were directly related to the Merger and Internalization.
    [2] For the three months ended March 31, 2024, the gain on derivative instruments was $1.6 million which consisted of unrealized gains of $1.3 million and realized gains of $0.3 million. For the three months ended June 30, 2024, the gain on derivative instruments was $0.5 million which consisted of unrealized gains of $0.2 million and realized gains of $0.3 million. For the three months ended September 30, 2024, the loss on derivative instruments was $4.7 million which consisted of unrealized losses of $4.4 million and realized losses of $0.3 million. For the three months ended December 31, 2024, the gain on derivative instruments was $6.9 million, which consisted of unrealized gains of $6.3 million and realized gains of $0.6 million. For the year ended December 31, 2024, the gain on derivative instruments was $4.2 million, which consisted of unrealized gains of $3.4 million and realized gains of $0.8 million.
    [3] Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.
    [4] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.
    [5] Represents a forfeited deposit from a potential buyer of one of our properties, which is recorded in other income in our consolidated statement of operations. We do not consider this income to be part of our normal operating performance and have, accordingly, decreased AFFO for this amount.
       

    The following table provides operating financial information for the Company’s four reportable segments:

          Three Months Ended December 31,   Year Ended December 31,
     
    (In thousands)   2024   2023 (1)   2024   2023 (1)
     
    Industrial & Distribution:                          
      Revenue from tenants   $ 54,561   $ 62,223   $ 237,645   $ 220,102  
      Property operating expense     6,694     5,407     21,820     15,457  
      Net operating income   $ 47,867   $ 56,816   $ 215,825   $ 204,645  
                                 
    Multi-Tenant Retail:                          
      Revenue from tenants   $ 63,131   $ 66,412   $ 259,280   $ 79,799  
      Property operating expense     20,387     22,494     86,025     26,951  
      Net operating income   $ 42,744   $ 43,918   $ 173,255   $ 52,848  
                                 
    Single-Tenant Retail:                          
      Revenue from tenants   $ 42,648   $ 41,288   $ 164,514   $ 65,478  
      Property operating expense     4,012     4,286     15,787     6,045  
      Net operating income   $ 38,636   $ 37,002   $ 148,727   $ 59,433  
                                 
    Office:                          
      Revenue from tenants   $ 38,775   $ 36,803   $ 143,571   $ 149,691  
      Property operating expense     4,526     4,850     18,865     19,386  
      Net operating income   $ 34,249   $ 31,953   $ 124,706   $ 130,305  
                                 
    (1) Amounts in the Single-Tenant Retail segment and Office segment reflect changes to the reclassification of one tenant from the Office segment to the Single-Tenant Retail segment to conform to the current year presentation based on a re-evaluation of the property type.
       

    Caution on Use of Non-GAAP Measures

    Funds from Operations (“FFO”), Core Funds from Operations (“Core FFO”), Adjusted Funds from Operations (“AFFO”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), Net Operating Income (“NOI”), Cash Net Operating Income (“Cash NOI”) and cash paid for interest should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures.

    Other REITs may not define FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition (as we do), or may interpret the current NAREIT definition differently than we do, or may calculate Core FFO or AFFO differently than we do. Consequently, our presentation of FFO, Core FFO and AFFO may not be comparable to other similarly-titled measures presented by other REITs in our peer group.

    We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and AFFO calculations exclude such factors as depreciation and amortization of real estate assets and gain or loss from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), FFO, Core FFO and AFFO presentations facilitate comparisons of operating performance between periods and between other REITs.

    As a result, we believe that the use of FFO, Core FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. However, FFO, Core FFO and AFFO are not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Investors are cautioned that FFO, Core FFO and AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as they exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.

    Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations

    Funds From Operations

    Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT, an industry trade group, has promulgated a measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. FFO is not equivalent to net income or loss as determined under GAAP.

    We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gain and loss from the sale of certain real estate assets, gain and loss from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non-controlling interest to arrive at FFO, Core FFO, AFFO and NOI attributable to stockholders, as applicable. Our FFO calculation complies with NAREIT’s definition.

    The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.

    Core Funds From Operations

    In calculating Core FFO, we start with FFO, then we exclude certain non-core items such as merger, transaction and other costs, as well as certain other costs that are considered to be non-core, such as debt extinguishment or modification costs. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our core business plan to generate operational income and cash flows in order to make dividend payments to stockholders. In evaluating investments in real estate, we differentiate the costs to acquire the investment from the subsequent operations of the investment. We also add back non-cash write-offs of deferred financing costs, prepayment penalties and certain other costs incurred with the early extinguishment or modification of debt which are included in net income but are considered financing cash flows when paid in the statement of cash flows. We consider these write-offs and prepayment penalties to be capital transactions and not indicative of operations. By excluding expensed acquisition, transaction and other costs as well as non-core costs, we believe Core FFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties.

    Adjusted Funds From Operations

    In calculating AFFO, we start with Core FFO, then we exclude certain income or expense items from AFFO that we consider more reflective of investing activities, other non-cash income and expense items and the income and expense effects of other activities or items, including items that were paid in cash that are not a fundamental attribute of our business plan or were one time or non-recurring items. These items include, for example, early extinguishment or modification of debt and other items excluded in Core FFO as well as unrealized gain and loss, which may not ultimately be realized, such as gain or loss on derivative instruments, gain or loss on foreign currency transactions, and gain or loss on investments. In addition, by excluding non-cash income and expense items such as amortization of above-market and below-market leases intangibles, amortization of deferred financing costs, straight-line rent and equity-based compensation from AFFO, we believe we provide useful information regarding income and expense items which have a direct impact on our ongoing operating performance. We also exclude revenue attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in our view, related to operating performance. We also include the realized gain or loss on foreign currency exchange contracts for AFFO as such items are part of our ongoing operations and affect our current operating performance.

    In calculating AFFO, we also exclude certain expenses which under GAAP are treated as operating expenses in determining operating net income. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications and merger related expenses) and certain other expenses, including expenses related to our European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are excluded by us as we believe they are not reflective of our on-going performance. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income. In addition, as discussed above, we view gain and loss from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gain or loss, we believe AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used to, among other things, assess our performance without the impact of transactions or other items that are not related to our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) calculated in accordance with GAAP and presented in our consolidated financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

    Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, Cash Net Operating Income and Cash Paid for Interest

    We believe that Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition, transaction and other costs, other non-cash items and including our pro-rata share from unconsolidated joint ventures, is an appropriate measure of our ability to incur and service debt. We also exclude revenue attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in our view, related to operating performance. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications) and certain other expenses, including expenses related to our European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are not reflective of on-going performance. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net income (loss) as calculated in accordance with GAAP as an indicator of our operating activities. Other REITs may calculate Adjusted EBITDA differently and our calculation should not be compared to that of other REITs.

    NOI is a non-GAAP financial measure equal to net income (loss), the most directly comparable GAAP financial measure, less discontinued operations, interest, other income and income from preferred equity investments and investment securities, plus corporate general and administrative expense, acquisition, transaction and other costs, depreciation and amortization, other non-cash expenses and interest expense. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets and to make decisions about resource allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition activity on an unlevered basis, providing perspective not immediately apparent from net income. NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity.

    Cash NOI is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define Cash NOI as net operating income (which is separately defined herein) excluding amortization of above/below market lease intangibles and straight-line rent adjustments that are included in GAAP lease revenues. We believe that Cash NOI is a helpful measure that both investors and management can use to evaluate the current financial performance of our properties and it allows for comparison of our operating performance between periods and to other REITs. Cash NOI should not be considered as an alternative to net income, as an indication of our financial performance, or to cash flows as a measure of liquidity or our ability to fund all needs. The method by which we calculate and present Cash NOI may not be directly comparable to the way other REITs calculate and present Cash NOI.

    Cash Paid for Interest is calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net. Management believes that Cash Paid for Interest provides useful information to investors to assess our overall solvency and financial flexibility. Cash Paid for Interest should not be considered as an alternative to interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Fourth Quarter 2024 – Financial Highlights (vs Q4 2023)

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

    Recent Business Highlights

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

    Fourth Quarter and Full Year 2024 Financial Results

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

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

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

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

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

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

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

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

    Liquidity and Capital Resources

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

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

    Fourth Quarter 2024 Distributions

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

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

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

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

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

    2025 Outlook

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

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

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

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

    Conference Call

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

    Note Regarding Use of Non-GAAP Financial Measures

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

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

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

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

    About Compass Diversified

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

    Forward Looking Statements

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

    Investor Relations

    Compass Diversified
    irinquiry@compassdiversified.com

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

    Media Relations
    Compass Diversified
    mediainquiry@compassdiversified.com

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

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


    Compass Diversified Holdings

    Condensed Consolidated Cash Flows

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

    The MIL Network

  • MIL-OSI USA: Ahead of Confirmation Vote for Sec. of Education Linda McMahon, Senator Markey Introduces Legislation to Protect Federal Funding for Public Schools

    US Senate News:

    Source: United States Senator for Massachusetts Ed Markey
    Bill Text (PDF)
    Washington (Feb 27, 2025) – Senator Edward J. Markey (D-Mass.), member of the Senate Health, Education, Labor, and Pensions (HELP) Committee, today introduced legislation to protect federal funding for public schools during the length of the Trump administration. The No Cuts to Public Schools Act would safeguard funds that allow public schools to serve low-income students, English learners, students with disabilities, homeless students, and students attending rural schools.
    “Make no mistake – President Trump and Linda McMahon are mounting a full-scale attack on the public school system. The Trump administration and congressional Republicans want to slash public school funding and leave communities to deal with the fallout,” said Senator Markey. “Public schools are the cornerstones of our communities, the equalizers of opportunity and sources of hope for students, and the bedrock of our democracy. Federal funding to public schools must be protected from Trump’s pro-privatization, anti-student agenda.”
    “Public schools are the latest battleground in the Trump administration’s war between the billionaires and regular working people. We need federal policy that puts kids first and creates opportunities and pathways to a better life. It will take decades for our families, our educators, our economy, our democracy and our nation’s standing to recover from this reckless and thoughtless destruction of public education in America,” said American Federation of Teachers Massachusetts President Jessica Tang. “Educators know dismantling the Department of Education and slashing federal funding or replacing them with block grants would be catastrophic, especially for the Commonwealth’s most vulnerable children – like the over 183,000 students with disabilities receiving support through IDEA, the over 41,000 infants and toddlers who receive Early Intervention, and the hundreds of schools with disproportionate levels of low-income students that rely on $206 million in Title I funding. Without intervention, we stand to lose generations of students who will be left behind.”
    “One of America’s greatest achievements is providing universal public education to every inhabitant in the country. Educating our populace is the source of this nation’s collective economic, cultural, and civic strength. And it takes a broad commitment across local, state and federal governments to provide universal public education,” said Max Page, President of the Massachusetts Teachers Association. “Public schools depend on federal funds, especially in guaranteeing quality education for those who need the support the most – low-income students, students with disabilities, English-language learners, and many more. We heard the nominee for Secretary of Education say that there is no intention by the Trump administration to cut funding for public schools. Thus, we expect – and urge – Congress to show strong bipartisan support for the No Cuts to Public Schools Act so that we can protect our beloved and essential public schools.”
    “Federal funding is critical for daily educational opportunities for our children. Currently, 10% of Massachusetts public school funding comes from federal programs. Across the Commonwealth, school committees and school administrations are grappling with historic inflationary pressures and increased costs,” said Jason Fraser, Title of the Massachusetts Association of School Committees. “School districts are struggling just to maintain level-service budgets. Any decrease in federal funding for public education would be devastating to public school students whose futures depend on it.”
    The No Cuts to Public Schools Act requires Congress to appropriate federal formula funding for education at Fiscal Year 2024 levels or higher through Fiscal Year 2027. In Fiscal Year 2024 in Massachusetts, the Department of Education provided more than $720 million to support 1,800 K-12 schools and more than 926,000 students, including:
    $366 million in annual funding for 182,000 students with disabilities – reflecting 20 percent of Massachusetts’s student population;
    $289 million in annual funding for schools enrolling 425,000 students from low-income backgrounds – reflecting 46 percent of Massachusetts’s student population;
    $20.5 million in annual funding for about 97,000 English learners – reflecting 10 percent of Massachusetts’s student population; 
    $1.5 million in annual funding for students enrolled in rural schools; and
    $812,000 in annual funding to support children living on military bases or Native American reservations.
    Linda McMahon, President Trump’s nominee to serve as Secretary of Education, was voted out of the HELP Committee on Thursday, February 20th, along party lines, 12-11. At her hearing before the HELP Committee, Senator Markey questioned McMahon on whether or not she would commit to cutting public education if Donald Trump directed her to do so. McMahon refused to answer. Her nomination is expected to come to a vote of the full Senate in coming days.
    On February 6, 2024, Senator Markey led members of the Massachusetts congressional delegation, the Massachusetts Teachers Association, American Federation of Teachers Massachusetts, Massachusetts Association of School Committees, and Massachusetts Association of School Superintendents in a joint statement after President Trump vowed to dismantle the Department of Education. 

    MIL OSI USA News

  • MIL-OSI United Nations: 27 February 2025 Departmental update Protecting millions of vulnerable people from essential hiv service disruptions

    Source: World Health Organisation

    Prevention, testing and treatment services for HIV, viral hepatitis and sexually transmitted infections (STI) have driven unprecedented progress in improving population health over the past two decades, with millions of new HIV infections and AIDS-related deaths averted.

    Foreign aid investments in the global HIV response, such as the United States President’s Emergency Plan for AIDS Relief (PEPFAR) and the Global Fund on AIDS, TB and Malaria, have been pivotal to this success, also contributing significantly to progress towards elimination of hepatitis B and C, and STI control. However, abrupt disruptions to foreign aid and service delivery threaten these gains, putting millions of people at risk – especially people living with HIV and key and vulnerable populations.

    Many essential evidence-based prevention interventions, including HIV pre-exposure prophylaxis (PrEP), harm reduction services for people who inject drugs, and community-led programmes have been permanently halted.

    Early reports shared with WHO indicate that prevention and treatment services for key populations are those most affected. Reports include the closure of health centres delivering prevention, testing and treatment interventions for key populations previously supported by U.S. funding. These disruptions are resulting in staffing shortages, supply chain interruptions, and increased barriers to access, leaving key populations – including gay men and other men who have sex with men, sex workers, people who inject drugs, people in prisons, and trans and gender diverse individuals – vulnerable to infection and death, as well as increased stigma and discrimination.

    These developments compromise the ability of service providers to deliver on foundational WHO recommendations that: 

    • all people living with HIV should receive same-day antiretroviral treatment (ART) both to improve their health and to prevent further transmission by achieving sustained viral load suppression; 
    • there should be uninterrupted access to ART for all populations, including key populations living with HIV, during service disruptions; and 
    • person-centred approaches should be implemented and non-judgemental, discrimination-free environments created to foster trust, encourage consistent engagement in care, and support re-engagement for those who may have dropped out of treatment.

    Essential prevention services must remain a priority

    Ensuring that key populations can access prevention services that are free of discrimination is central to HIV, hepatitis and STI responses. Community-based services have consistently proven effective in increasing access and acceptability of programmes, buffering the effects of stigma and discrimination. These programmes facilitate the delivery of interventions that have been proven effective through rigorous scientific research, and that are recommended by WHO to protect people from new infections and harm.

    Core WHO-recommended essential prevention services include condoms and lubricants; testing for HIV, hepatitis B and C, and other STIs; HIV post-exposure prophylaxis and pre-exposure prophylaxis; and harm reduction activities including distribution of needles and syringes, of naloxone to prevent deaths from overdose, and opioid agonist maintenance treatment programmes.

    Commitment to sustainable financing and integrated health systems

    As countries and ministries of health work to mitigate the impact of service disruptions, they must pursue long-term solutions, including sustainable domestic financing to protect these vital health services. This is essential for maintaining the downward trend in HIV incidence and mortality, and to progress toward hepatitis elimination and STI control. 

    WHO also emphasizes the value of an integrated approach to HIV, bringing together stigma and discrimination-free services for tuberculosis, viral hepatitis, sexual and reproductive health, and noncommunicable diseases under the umbrella of strong primary health care. Integrating HIV leads to resource optimization and improvements in overall population health. 

    WHO remains committed to supporting national governments, partners, and donors in adapting to shifting donor support to safeguard the health and well-being of those most vulnerable to HIV, viral hepatitis and STIs.

    MIL OSI United Nations News

  • MIL-OSI USA: Attorney General Bonta Secures Favorable Court Decision on Affordable Housing Project in Goleta

    Source: US State of California

    Thursday, February 27, 2025

    Contact: (916) 210-6000, agpressoffice@doj.ca.gov

    Court sides with Attorney General’s position on project 

    OAKLAND — California Attorney General Rob Bonta today released a statement in response to the Santa Barbara County Superior Court’s decision requiring the City of Goleta to accept and process a preliminary application for a proposed affordable housing project by the Shelby Family Partnership. The project at issue would create 56 single-family homes, 13 of which would be affordable to lower-income households. A preliminary application is one submitted under the Housing Crisis Act of 2019 (Senate Bill 330). Senate Bill 330 allows anyone trying to build housing to “freeze” the standards applicable to their project by submitting an application that contains certain specified information.

    “The ruling by the Santa Barbara County Superior Court is unambiguous: Goleta must allow the application to move forward,” said Attorney General Bonta. “I urge the city to do so without any further delay, as required by our state housing laws. My office will continue to monitor the situation closely. Desperately needed affordable housing is at stake here.” 

    On December 20, 2024, Attorney General Bonta filed an amicus brief in support of the project. In the brief, Attorney General Bonta underscored, among other things, that:

    • At a time when Goleta lacked a legally compliant housing plan in 2023, the Shelby Family Partnership filed an application under Senate Bill 330 amending its previous application to include 13 affordable homes for lower-income households. Goleta refused to accept the Shelby Family Partnership’s Senate Bill 330 application on the grounds that Senate Bill 330 only applies to “new” projects. Attorney General Bonta argued that Senate Bill 330 is not limited only to “new” development projects and does not foreclose applicants from amending their project to avail themselves of its protections.
    • On December 5, 2023, Goleta unlawfully stated that it was “returning” the preliminary application without further explanation. Attorney General Bonta argued that local governments cannot disapprove qualifying housing development projects, except in narrowly defined circumstances and after making specific written findings.  

    A copy of the court’s order, which sides with the positions outlined above by Attorney General Bonta, can be found here.

    # # #

    MIL OSI USA News

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

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

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

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

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

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

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

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

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

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

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

    ###

    MIL Security OSI

  • MIL-OSI: SECU Foundation Initiates Phase Three Disaster Relief Package of $3.45 Million for Western North Carolina

    Source: GlobeNewswire (MIL-OSI)

    RALEIGH, N.C., Feb. 27, 2025 (GLOBE NEWSWIRE) — The SECU Foundation Board of Directors approved a third phase of Hurricane Helene disaster relief funding totaling $3.45 million for seven non-profit organizations assisting residents and communities in Western North Carolina (WNC). The funding will help address long-term housing needs, resources for at-risk groups, and organizational capacity to meet increased demand for services. Grantees include:

    • Baptists on Mission (Wake County) – $2 million to repair and rebuild up to 100 damaged homes across the western region, including drywall replacement, roof repair, HVAC replacement, and new flooring.
    • Asheville Buncombe Community Christian Ministry (Buncombe County) – $500,000 to increase facility capacity and expand staff resources to onboard and manage a corps of volunteers for delivering regional emergency and disaster relief services.
    • Note in the Pocket (Wake County) – $250,000 to support human resource expansion and deployment for training and volunteer coordination at WNC agencies and to secure temporary warehouse space to accelerate the timeline for processing donated clothing.
    • Mountain Projects (Haywood and Jackson Counties) – $200,000 to assist with organizational capacity to provide case management for the increased number of displaced individuals and families seeking emergency services.
    • Hospitality House of Northwest North Carolina (Watauga County) – $200,000 to assist with increased organizational capacity to provide financial crisis assistance, case management for responding to hurricane-related housing needs, and increased food services for displaced individuals and families in their seven-county service area.
    • Rutherford Housing Partnership (Rutherford County) – $200,000 to increase capacity to fund urgent home repairs, especially for those without insurance or who will not receive government assistance.
    • Crossnore Communities for Children (Avery County) – $100,000 to support trauma resiliency efforts for neighboring communities impacted by Hurricane Helene and restoration of the storm-damaged Crossnore campus to address trauma-related impact for the children and foster families it serves.

    SECU Foundation initially provided a relief package of $3.75 million, then in December added a second phase of giving at $1.75 million. This third phase brings the total to nearly $9 million for relief and recovery efforts.

    “We are so grateful to be able to provide additional funding to assist our Western North Carolina communities,” said SECU Foundation Board Chair Chris Ayers. “The grants made to these seven organizations will help address many crucial areas, including food, housing, and restoration of important services. We look forward to seeing the positive impacts of this funding on our neighbors who have been devastated by Hurricane Helene.”

    About SECU and SECU Foundation
    A not-for-profit financial cooperative owned by its members, and federally insured by the National Credit Union Administration (NCUA), SECU has been providing employees of the state of North Carolina and their families with consumer financial services for 87 years. SECU is the second largest credit union in the United States with $53 billion in assets. It serves more than 2.8 million members through 275 branch offices, 1,100 ATMs, Member Services Support via phone, www.ncsecu.org, and the SECU Mobile App. The SECU Foundation, a 501(c)(3) charitable organization funded by the contributions of SECU members, promotes local community development in North Carolina primarily through high-impact projects in the areas of housing, education, healthcare, and human services. Since 2004, SECU Foundation has made a collective financial commitment of over $300 million for initiatives to benefit North Carolinians statewide.

    Contact: Jama Campbell, Executive Director, secufoundation@ncsecu.org

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

    Fourth Quarter 2024 Operating and Financial Highlights

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

    Full Year 2024 Operating and Financial Highlights

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

    Intchains Group Achieves Milestones in Innovative Solutions and Cryptocurrency Strategy

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

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

    Fourth Quarter 2024 Financial Results

    Revenue

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

    Cost of Revenue

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

    Operating Expenses

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

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

    Interest Income

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

    Gain on fair value of cryptocurrency, net

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

    Other Income, Net

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

    Net Income

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

    Non-GAAP Adjusted Net Income

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

    Basic and Diluted Net Earnings Per Ordinary Share

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

    Non-GAAP Basic and Diluted Net Earnings Per Ordinary Share

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

    Full Year 2024 Financial Results

    Revenue

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

    Cost of Revenue

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

    Operating Expenses

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

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

    Interest Income

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

    Gain on fair value of cryptocurrency, net

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

    Other Income, Net

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

    Net Income/(loss)

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

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

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

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

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

    Recent Development

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

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

    Conference Call Information

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

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

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

    About Intchains Group Limited

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

    Exchange Rate Information

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

    Forward-Looking Statements

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

    Use of Non-GAAP Financial Measures

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

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

    For investor and media inquiries, please contact:

    Intchains Group Limited

    Investor relations
    Email: ir@intchains.com

    Redhill

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

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

    About Diginex Limited

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

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

    Forward-Looking Statements

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

    For investor and media inquiries, please contact:

    Diginex
    Investor Relations
    Email:ir@diginex.com

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

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

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

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

    About the UKM Startup and IVI-UKM

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

    About GKSB

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

    About ARB IOT Group Limited

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

    Safe Harbor Statement

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

    For further information, please contact:

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    Cash Generation of $34 million in Q4 after safe harbor equipment purchases, third consecutive quarter of positive Cash Generation

    Paid down $132 million of recourse debt in Q4 with excess cash

    Cash Generation guidance of $200 million to $500 million in 2025

    Cash Generation guidance of $40 to $50 million in Q1

    Net Earning Assets increased to $6.8 billion, including $947 million of Total Cash

    Storage Capacity Installed of 392 Megawatt hours in Q4, exceeding high-end of guidance range and representing 78% year-over-year growth, as storage attachment rates reach 62%

    Solar Energy Capacity Installed of 242 Megawatts in Q4, within the guidance range, reaching 7.5 Gigawatts of Networked Solar Energy Capacity

    SAN FRANCISCO, Feb. 27, 2025 (GLOBE NEWSWIRE) — Sunrun (Nasdaq: RUN), the nation’s leading provider of clean energy as a subscription service, today announced financial results for the fourth quarter and full year ended December 31, 2024.

    “We are growing, generating meaningful cash, increasing our book value of deployed systems, and paying down debt. We are poised to further improve our operating and financial results, and deliver a very strong 2025 with meaningful Cash Generation. Our actions to optimize our product mix, prioritize the highest value geographies and routes to market and an intense focus on cost as we grow have resulted in the highest Net Subscriber Values Sunrun has ever reported,” said Mary Powell, Sunrun’s Chief Executive Officer. “We are improving in every dimension we control – focusing on fast, effective execution, delivering strong financial and operating results, gaining share in a disciplined way, while building a long-term foundation of valuable grid resources.”

    “In the fourth quarter, we again set new margin records and delivered the third consecutive quarter of Cash Generation. We continue to execute well in the capital markets, raising more than $4 billion in asset-level debt and tax equity financing during 2024, and more than $800 million in non-recourse debt financing year-to-date. We have extended our runway of tax equity commitments and term sheets, including $1.3 billion added year-to-date,” said Danny Abajian, Sunrun’s Chief Financial Officer. “We have a strong balance sheet with no near-term corporate debt maturities and have paid down recourse parent debt by $186 million since March, including a $132 million paydown using excess cash in Q4. As we increase our Cash Generation, we will continue to further pay down parent recourse debt and are committed to a capital allocation strategy beyond this initial de-leveraging period that drives significant shareholder value.”

    Fourth Quarter Updates

    • Storage Attachment Rates Reach 62%: Customer Additions with storage grew more than 50% during the quarter compared to the prior-year period. Storage attachment rates on installations reached 62% in Q4, up from 45% in the prior-year period, with 392 Megawatt hours installed during the quarter. Sunrun has installed more than 156,000 solar and storage systems, representing over 2.5 Gigawatt hours of stored energy capacity.
    • Continued Strong Capital Markets Execution: In January 2025, Sunrun priced a $629 million securitization of residential solar and battery systems. The securitization is Sunrun’s thirteenth securitization since 2015 and first issuance in 2025. The oversubscribed transaction was structured with three separate classes of A rated notes, only two of which were publicly offered. The weighted average spread of the notes was 197 basis points, which was an improvement of approximately 38 basis points from our prior securitization in September. Similar to prior transactions, Sunrun raised additional capital in a subordinated non-recourse financing, which increased the cumulative advance rate to above 80% as measured against the initial Contracted Subscriber Value of the portfolio.
    • Paying Down Recourse Debt: We continue to pay down parent recourse debt. During the fourth quarter, we repurchased $125.5 million in principal of our 2026 Convertible Notes. As of December 31, 2024 we had only $7.7 million outstanding of these notes, which we may repurchase in 2025. Since March 31, 2024 we have paid down recourse debt by $186 million, by repurchasing our 2026 Convertible Notes and reducing borrowings under our recourse Working Capital Facility. We have also increased our Total Cash balance by $164 million and grown Net Earning Assets by $1.5 billion. We expect to further pay down our recourse debt in 2025 by $100 million or more. Aside from the $7.7 million outstanding of our 2026 Convertible Notes, we have no recourse debt maturities until March 2027. Over time we will explore further capital allocation options to maximize shareholder value, based on market conditions and our long-term outlook.
    • Improving Grid Stability with Virtual Power Plants: During 2024, Sunrun’s virtual power plants (VPPs) successfully supported power grids across the country with a combined instantaneous peak of nearly 80 megawatts—a capacity greater than many traditional fossil-fuel power plants. These innovative programs leveraged Sunrun’s fleet of residential solar and battery systems—the largest in America—empowering customers to generate, store, and share their own solar energy. In 2024, more than 20,000 Sunrun customers participated in 16 virtual power plant programs across nine states and territories. From California and Texas to Puerto Rico and New England, the customers’ batteries supplied on-demand, stored solar energy to augment power resources during hundreds of critical energy events.

    Key Operating Metrics

    In the fourth quarter of 2024, Customer Additions were 32,932 including 30,709 Subscriber Additions. As of December 31, 2024, Sunrun had 1,048,842 Customers, including 889,186 Subscribers. Customers grew 12% in the fourth quarter of 2024 compared to the fourth quarter of 2023.

    Annual Recurring Revenue from Subscribers was approximately $1.6 billion as of December 31, 2024. The Average Contract Life Remaining of Subscribers was 17.6 years as of December 31, 2024.

    Subscriber Value was $55,811 in the fourth quarter of 2024, a 11% increase compared to the fourth quarter of 2023. Creation Cost was $36,634 in the fourth quarter of 2024, a 1% decrease compared to the fourth quarter of 2023.

    Net Subscriber Value was $19,177 in the fourth quarter of 2024. Total Value Generated was $589 million in the fourth quarter of 2024. On a pro-forma basis assuming a 7.3% discount rate, consistent with capital costs observed in the quarter, Subscriber Value was $50,998 and Net Subscriber Value was $14,364 in the fourth quarter of 2024.

    Gross Earning Assets as of December 31, 2024, were $17.8 billion. Net Earning Assets were $6.8 billion, which included $947 million in Total Cash, as of December 31, 2024.

    Cash Generation was $34.2 million in the fourth quarter of 2024, the third consecutive quarter of positive Cash Generation.

    Storage Capacity Installed was 392.0 Megawatt hours in the fourth quarter of 2024, a 78% increase compared to the fourth quarter of 2023.

    Solar Energy Capacity Installed was 242.4 Megawatts in the fourth quarter of 2024, a 7% increase compared to the fourth quarter of 2023. Included in this figure is 232.0 Megawatts of Solar Energy Capacity Installed for Subscribers in the fourth quarter of 2024, an 11% increase compared to the fourth quarter of 2023.

    Networked Solar Energy Capacity was 7,531 Megawatts as of December 31, 2024. Included in this figure is 6,436 Megawatts of Networked Solar Energy Capacity for Subscribers as of December 31, 2024.

    Networked Storage Capacity was 2.5 Gigawatt hours as of December 31, 2024.

    The solar energy systems we deployed in Q4 are expected to offset the emission of 4.8 million metric tons of CO2 over the next thirty years. Over the last twelve months ended December 31, 2024, Sunrun’s systems are estimated to have offset 4.0 million metric tons of CO2.

    Outlook

    Cash Generation is expected to be in a range of $40 million to $50 million in the first quarter of 2025.

    For the full-year 2025, Cash Generation is expected to be in a range of $200 million to $500 million.

    Storage Capacity Installed is expected to be in a range of 265 to 275 Megawatt hours in the first quarter of 2025, representing approximately 30% growth year over year at the midpoint.

    Solar Energy Capacity Installed is expected to be in a range of 170 to 180 Megawatts in the first quarter of 2025, representing approximately flat year over year growth at the midpoint.

    For the full-year 2025, the Company expects robust growth in Storage Capacity Installed year over year, and Solar Energy Capacity Installed is expected to be approximately flat year over year.

    Fourth Quarter 2024 GAAP Results

    Total revenue was $518.5 million in the fourth quarter of 2024, up $1.9 million, or 0%, from the fourth quarter of 2023. Customer agreements and incentives revenue was $388.6 million, an increase of $67.0 million, or 21%, compared to the fourth quarter of 2023. Solar energy systems and product sales revenue was $129.9 million, a decrease of $65.1 million, or 33%, compared to the fourth quarter of 2023. The increasing mix of Subscribers results in less upfront revenue recognition, as revenue is recognized over the life of the Customer Agreement, which is typically 20 or 25 years.

    Total cost of revenue was $421.0 million, a decrease of 13% year-over-year. Total operating expenses were $652.6 million, a decrease of 9% year-over-year, on a pro-forma basis to exclude a non-cash goodwill impairment, which was incurred in the fourth quarter of 2024.

    Net loss attributable to common stockholders was $2,813.7 million, or $12.51 per basic and diluted share for the fourth quarter of 2024. Pro forma to exclude non-cash impairment charges, results in non-GAAP net income of $360.9 million or $1.41 per diluted share for the fourth quarter of 2024.

    Full Year 2024 GAAP Results

    Total revenue was $2,037.7 million in the full year 2024, down $222.1 million, or 10%, from the full year 2023. Customer agreements and incentives revenue was $1,505.2 million, an increase of $318.5 million, or 27%, compared to the full year 2023. Solar energy systems and product sales revenue was $532.5 million, a decrease of $540.6 million, or 50%, compared to the full year 2023.

    Total cost of revenue was $1,709.2 million, a decrease of 18% year-over-year. Total operating expenses were $2,610.8 million, a decrease of 15% year-over year, on a pro-forma basis to exclude non-cash goodwill impairment, which was incurred in both the full year 2023 and full year 2024.

    During the year, Sunrun recorded a non-cash goodwill impairment charge of approximately $3.1 billion. Due to the decline in our stock price, we wrote down our goodwill balance of $3.1 billion in its entirety during the fourth quarter of 2024. The goodwill primarily arose following the stock-for-stock acquisition of Vivint Solar in October 2020, with the majority arising from and determined based on the market capitalizations at the time of the acquisition. The Company recorded a non-cash goodwill impairment charge of $3.1 billion, or $14.05 per basic share, in our Consolidated Statement of Operations for the full year 2024, which was reflected in the Company’s fourth quarter results.

    Net loss attributable to common stockholders was $2,846.2 million, or $12.81 per basic and diluted share for the full year 2024. Pro-forma to exclude non-cash impairment charges, results in non-GAAP net income of $333.7 million or $1.33 per diluted share for the full-year 2024.

    Financing Activities

    As of February 27, 2025, closed transactions and executed term sheets provide us with expected tax equity to fund over 500 Megawatts of Solar Energy Capacity Installed for Subscribers beyond what was deployed through December 31, 2024. Sunrun also has $680 million in unused commitments available in its non-recourse senior revolving warehouse loan after the January securitization, to fund approximately 230 megawatts of projects for Subscribers.

    Conference Call Information

    Sunrun is hosting a conference call for analysts and investors to discuss its fourth quarter and full year 2024 results and business outlook at 1:30 p.m. Pacific Time today, February 27, 2025. A live audio webcast of the conference call along with supplemental financial information will be accessible via the “Investor Relations” section of Sunrun’s website at https://investors.sunrun.com. The conference call can also be accessed live over the phone by dialing (877) 407-5989 (toll free) or (201) 689-8434 (toll). An audio replay will be available following the call on the Sunrun Investor Relations website for approximately one month.

    About Sunrun

    Sunrun Inc. (Nasdaq: RUN) revolutionized the solar industry in 2007 by removing financial barriers and democratizing access to locally-generated, renewable energy. Today, Sunrun is the nation’s leading provider of clean energy as a subscription service, offering residential solar and storage with no upfront costs. Sunrun’s innovative products and solutions can connect homes to the cleanest energy on earth, providing them with energy security, predictability, and peace of mind. Sunrun also manages energy services that benefit communities, utilities, and the electric grid while enhancing customer value. Discover more at www.sunrun.com

    Non-GAAP Information

    This press release includes references to certain non-GAAP financial measures, such as non-GAAP net (loss) income and non-GAAP net (loss) income per share. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide meaningful supplemental information for investors regarding the performance of our business and facilitate a meaningful evaluation of current period performance on a comparable basis with prior periods. Our management uses these non-GAAP financial measures in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter. These non-GAAP financial measures should be considered as a supplement to, and not as a substitute for or superior to the GAAP financial measures presented in this press release and our financial statements and other publicly filed reports. Non-GAAP measures as presented herein may not be comparable to similarly titled measures used by other companies.

    Non-GAAP net (loss) income is defined as GAAP net (loss) income adjusted by the non-cash goodwill impairment charge, non-cash adjustment to equity investments, and the debt discount amortization. Management believes the exclusion of this non-cash and non-recurring item provides useful supplemental information to investors and facilitates the analysis of its operating results and comparison of operating results across reporting periods.

    Forward Looking Statements

    This communication contains forward-looking statements related to Sunrun (the “Company”) within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements related to: the Company’s financial and operating guidance and expectations; the Company’s business plan, trajectory, expectations, market leadership, competitive advantages, operational and financial results and metrics (and the assumptions related to the calculation of such metrics); the Company’s momentum in its business strategies including expectations regarding market share, total addressable market, growth in certain geographies, customer value proposition, market penetration, growth of certain divisions, financing activities, financing capacity, product mix, and ability to manage cash flow and liquidity; the growth of the solar industry; the Company’s financing activities and expectations to refinance, amend, and/or extend any financing facilities; trends or potential trends within the solar industry, our business, customer base, and market; the Company’s ability to derive value from the anticipated benefits of partnerships, new technologies, and pilot programs, including contract renewal and repowering programs; anticipated demand, market acceptance, and market adoption of the Company’s offerings, including new products, services, and technologies; the Company’s strategy to be a margin-focused, multi-product, customer-oriented company; the ability to increase margins based on a shift in product focus; expectations regarding the growth of home electrification, electric vehicles, virtual power plants, and distributed energy resources; the Company’s ability to manage suppliers, inventory, and workforce; supply chains and regulatory impacts affecting supply chains; the Company’s leadership team and talent development; the legislative and regulatory environment of the solar industry and the potential impacts of proposed, amended, and newly adopted legislation and regulation on the solar industry and our business; the ongoing expectations regarding the Company’s storage and energy services businesses and anticipated emissions reductions due to utilization of the Company’s solar energy systems; and factors outside of the Company’s control such as macroeconomic trends, bank failures, public health emergencies, natural disasters, acts of war, terrorism, geopolitical conflict, or armed conflict / invasion, and the impacts of climate change. These statements are not guarantees of future performance; they reflect the Company’s current views with respect to future events and are based on assumptions and estimates and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements. The risks and uncertainties that could cause the Company’s results to differ materially from those expressed or implied by such forward-looking statements include: the Company’s continued ability to manage costs and compete effectively; the availability of additional financing on acceptable terms; worldwide economic conditions, including slow or negative growth rates and inflation; volatile or rising interest rates; changes in policies and regulations, including net metering, interconnection limits, and fixed fees, or caps and licensing restrictions and the impact of these changes on the solar industry and our business; the Company’s ability to attract and retain the Company’s business partners; supply chain risks and associated costs; realizing the anticipated benefits of past or future investments, partnerships, strategic transactions, or acquisitions, and integrating those acquisitions; the Company’s leadership team and ability to attract and retain key employees; changes in the retail prices of traditional utility generated electricity; the availability of rebates, tax credits and other incentives; the availability of solar panels, batteries, and other components and raw materials; the Company’s business plan and the Company’s ability to effectively manage the Company’s growth and labor constraints; the Company’s ability to meet the covenants in the Company’s investment funds and debt facilities; factors impacting the home electrification and solar industry generally, and such other risks and uncertainties identified in the reports that we file with the U.S. Securities and Exchange Commission from time to time. All forward-looking statements used herein are based on information available to us as of the date hereof, and we assume no obligation to update publicly these forward-looking statements for any reason, except as required by law.

    Citations to industry and market statistics used herein may be found in our Investor Presentation, available via the “Investor Relations” section of Sunrun’s website at https://investors.sunrun.com.

    Consolidated Balance Sheets
    (In Thousands)
        As of December 31,
          2024     2023
    Assets        
    Current assets:        
    Cash   $ 574,956   $ 678,821
    Restricted cash     372,312     308,869
    Accounts receivable, net     170,706     172,001
    Inventories     402,083     459,746
    Prepaid expenses and other current assets     202,579     262,822
    Total current assets     1,722,636     1,882,259
    Restricted cash     148     148
    Solar energy systems, net     15,032,115     13,028,871
    Property and equipment, net     121,239     149,139
    Goodwill         3,122,168
    Other assets     3,021,746     2,267,652
    Total assets   $ 19,897,884   $ 20,450,237
    Liabilities and total equity        
    Current liabilities:        
    Accounts payable   $ 354,214   $ 230,723
    Distributions payable to noncontrolling interests and redeemable noncontrolling interests     41,464     35,180
    Accrued expenses and other liabilities     543,752     499,225
    Deferred revenue, current portion     129,442     128,600
    Deferred grants, current portion     7,900     8,199
    Finance lease obligations, current portion     26,045     22,053
    Non-recourse debt, current portion     231,665     547,870
    Pass-through financing obligation, current portion         16,309
    Total current liabilities     1,334,482     1,488,159
    Deferred revenue, net of current portion     1,208,905     1,067,461
    Deferred grants, net of current portion     196,535     195,724
    Finance lease obligations, net of current portion     66,139     68,753
    Line of credit     384,226     539,502
    Non-recourse debt, net of current portion     11,806,181     9,191,689
    Convertible senior notes     479,420     392,867
    Pass-through financing obligation, net of current portion         278,333
    Other liabilities     119,846     190,866
    Deferred tax liabilities     137,940     122,870
    Total liabilities     15,733,674     13,536,224
    Redeemable noncontrolling interests     624,159     676,177
    Total stockholders’ equity     2,554,207     5,230,228
    Noncontrolling interests     985,844     1,007,608
    Total equity     3,540,051     6,237,836
    Total liabilities, redeemable noncontrolling interests and total equity   $ 19,897,884   $ 20,450,237
    Consolidated Statements of Operations
    (In Thousands, Except Per Share Amounts)

        Three Months Ended
    December 31,
      Year Ended
    December 31,
          2024       2023       2024       2023  
    Revenue:                
    Customer agreements and incentives   $ 388,574     $ 321,555     $ 1,505,227     $ 1,186,706  
    Solar energy systems and product sales     129,918       195,035       532,492       1,073,107  
    Total revenue     518,492       516,590       2,037,719       2,259,813  
    Operating expenses:                
    Cost of customer agreements and incentives     292,632       287,780       1,169,213       1,077,114  
    Cost of solar energy systems and product sales     128,361       194,808       539,952       1,019,638  
    Sales and marketing     150,751       166,760       617,162       740,821  
    Research and development     8,794       7,663       39,304       21,816  
    General and administrative     72,045       57,110       245,127       221,067  
    Goodwill Impairment     3,122,168             3,122,168       1,158,000  
    Total operating expenses     3,774,751       714,121       5,732,926       4,238,456  
    Loss from operations     (3,256,259 )     (197,531 )     (3,695,207 )     (1,978,643 )
    Interest expense, net     (233,385 )     (181,826 )     (848,366 )     (652,989 )
    Other income (expense), net     89,829       (157,644 )     161,539       (63,900 )
    Loss before income taxes     (3,399,815 )     (537,001 )     (4,382,034 )     (2,695,532 )
    Income tax benefit     136       (1,595 )     (26,817 )     (12,691 )
    Net loss     (3,399,951 )     (535,406 )     (4,355,217 )     (2,682,841 )
    Net loss attributable to noncontrolling interests and redeemable noncontrolling interests     (586,294 )     (185,282 )     (1,509,050 )     (1,078,344 )
    Net loss attributable to common stockholders   $ (2,813,657 )   $ (350,124 )   $ (2,846,167 )   $ (1,604,497 )
    Net loss per share attributable to common stockholders                
    Basic   $ (12.51 )   $ (1.60 )   $ (12.81 )   $ (7.41 )
    Diluted   $ (12.51 )   $ (1.60 )   $ (12.81 )   $ (7.41 )
    Weighted average shares used to compute net loss per share attributable to common stockholders                
    Basic     224,896       218,461       222,215       216,642  
    Diluted     224,896       218,461       222,215       216,642  
    Consolidated Statements of Cash Flows
    (In Thousands)

        Three Months Ended December 31,   Year Ended December 31,
          2024       2023       2024       2023  
    Operating activities:                
    Net loss   $ (3,399,951 )   $ (535,406 )   $ (4,355,217 )   $ (2,682,841 )
    Adjustments to reconcile net loss to net cash used in operating activities:                
    Depreciation and amortization, net of amortization of deferred grants     162,343       143,024       620,876       531,669  
    Goodwill impairment     3,122,168             3,122,168       1,158,000  
    Deferred income taxes     136       (1,623 )     (26,817 )     (12,716 )
    Stock-based compensation expense     28,869       27,555       112,825       111,781  
    Interest on pass-through financing obligations           4,862       8,837       19,504  
    Reduction in pass-through financing obligations           (9,820 )     (20,787 )     (40,352 )
    Unrealized (gain) loss on derivatives     (122,319 )     108,226       (120,008 )     28,105  
    Other noncash items     105,220       118,956       210,479       261,390  
    Changes in operating assets and liabilities:                
    Accounts receivable     5,741       5,762       (14,974 )     15,748  
    Inventories     (59,735 )     202,055       57,663       324,158  
    Prepaid expenses and other current assets     (301,380 )     (142,438 )     (771,997 )     (476,628 )
    Accounts payable     141,070       (52,514 )     177,449       (108,785 )
    Accrued expenses and other liabilities     4,182       (31,986 )     80,588       (56,473 )
    Deferred revenue     55,297       47,340       152,762       106,700  
    Net cash used in operating activities     (258,359 )     (116,007 )     (766,153 )     (820,740 )
    Investing activities:                
    Payments for the costs of solar energy systems     (791,785 )     (651,462 )     (2,699,452 )     (2,587,183 )
    Purchase of equity investment           (5,000 )           (5,000 )
    Purchases of property and equipment, net     (627 )     (4,662 )     (1,572 )     (20,960 )
    Net cash provided by (used in) investing activities     (792,412 )     (661,124 )     (2,701,024 )     (2,613,143 )
    Financing activities:                
    Proceeds from state tax credits, net of recapture                 5,203       4,033  
    Proceeds from trade receivable financing     124,261       41,225       124,261       41,225  
    Repayment of trade receivable financing           (41,225 )           (41,225 )
    Proceeds from line of credit     48,700       473,277       354,256       1,124,675  
    Repayment of line of credit     (56,998 )     (451,023 )     (509,532 )     (1,090,331 )
    Proceeds from issuance of convertible senior notes, net of capped call transaction                 444,822        
    Repurchase of convertible senior notes     (117,235 )     (1,545 )     (346,581 )     (1,545 )
    Proceeds from issuance of non-recourse debt     644,950       556,100       4,009,906       3,745,580  
    Repayment of non-recourse debt     (102,748 )     (175,728 )     (1,794,962 )     (1,575,527 )
    Payment of debt fees     (128 )     (412 )     (93,875 )     (47,342 )
    Proceeds from pass-through financing and other obligations, net           2,100       4,795       8,812  
    Repayment of pass-through financing obligation                 (240,288 )      
    Payment of finance lease obligations     (6,605 )     (6,484 )     (27,240 )     (23,279 )
    Contributions received from noncontrolling interests and redeemable noncontrolling interests     521,480       459,858       1,811,966       1,572,399  
    Distributions paid to noncontrolling interests and redeemable noncontrolling interests     (70,269 )     (51,578 )     (308,657 )     (225,114 )
    Acquisition of noncontrolling interest     (4,761 )           (26,195 )     (46,274 )
    Proceeds from transfer of investment tax credits     148,586       6,980       705,697       6,980  
    Payments to redeemable noncontrolling interests and noncontrolling interests of investment tax credits     (148,586 )     (6,980 )     (705,697 )     (6,980 )
    Net proceeds related to stock-based award activities     6,923       8,459       18,876       22,611  
    Net cash provided by financing activities     987,570       813,024       3,426,755       3,468,698  
    Net change in cash and restricted cash     (63,201 )     35,893       (40,422 )     34,815  
    Cash and restricted cash, beginning of period     1,010,617       951,945       987,838       953,023  
    Cash and restricted cash, end of period   $ 947,416     $ 987,838     $ 947,416     $ 987,838  
    Reconciliation between GAAP and Non-GAAP diluted (loss) income per share:

        Three Months Ended
    December 31, 2024
      Year Ended
    December 31, 2024
        Net (Loss)
    Income
      Diluted EPS   Net (Loss)
    Income
      Diluted EPS
    GAAP diluted loss per share   $ (2,813,657 )   $ (12.51 )   $ (2,846,167 )   $ (12.81 )
    Debt Discount Amortization     1,131       0.01       6,438       0.03  
    Non-cash impairment charges (2)     3,173,450       14.11       3,173,450       14.28  
    Non-GAAP diluted income per share (1)   $ 360,924     $ 1.41     $ 333,721     $ 1.33  
                     
    GAAP weighted average shares for diluted EPS     224,896           222,215      
    Non-GAAP weighted average shares for diluted EPS     256,614           250,622      


    (1)
       Non-GAAP diluted income per share excludes the effects of the pro forma adjustment detailed above. Non- GAAP diluted income per share is adjusted to exclude this item, as it is not used by management to evaluate the performance of the business.
    (2)   Excluding this item of non-recurring, infrequent or unusual nature and its impact on the comparability of our results for the period to prior periods and future expected trends.

    Key Operating and Financial Metrics

    The following operating metrics are used by management to evaluate the performance of the business. Management believes these metrics, when taken together with other information contained in our filings with the SEC and within this press release, provide investors with helpful information to determine the economic performance of the business activities in a period that would otherwise not be observable from historic GAAP measures. Management believes that it is helpful to investors to evaluate the present value of cash flows expected from subscribers over the full expected relationship with such subscribers (“Subscriber Value”, more fully defined in the definitions appendix below) in comparison to the costs associated with adding these customers, regardless of whether or not the costs are expensed or capitalized in the period (“Creation Cost”, more fully defined in the definitions appendix below). The Company also believes that Subscriber Value, Creation Costs, and Total Value Generated are useful metrics for investors because they present an unlevered view of all of the costs associated with new customers in a period compared to the expected future cash flows from these customers over a 30-year period, based on contracted pricing terms with its customers, which is not observable in any current or historic GAAP-derived metric. Management believes it is useful for investors to also evaluate the future expected cash flows from all customers that have been deployed through the respective measurement date, less estimated costs to maintain such systems and estimated distributions to tax equity partners in consolidated joint venture partnership flip structures, and distributions to project equity investors (“Gross Earning Assets”, more fully defined in the definitions appendix below). The Company also believes Gross Earning Assets is useful for management and investors because it represents the remaining future expected cash flows from existing customers, which is not a current or historic GAAP-derived measure.

    Various assumptions are made when calculating these metrics. Both Subscriber Value and Gross Earning Assets utilize a 6% rate to discount future cash flows to the present period. Furthermore, these metrics assume that customers renew after the initial contract period at a rate equal to 90% of the rate in effect at the end of the initial contract term. For Customer Agreements with 25-year initial contract terms, a 5-year renewal period is assumed. For a 20-year initial contract term, a 10-year renewal period is assumed. In all instances, we assume a 30-year customer relationship, although the customer may renew for additional years, or purchase the system. Estimated cost of servicing assets has been deducted and is estimated based on the service agreements underlying each fund.

    In-period volume metrics: Three Months Ended
    December 31, 2024
     
    Customer Additions   32,932  
    Subscriber Additions (included within Customer Additions)   30,709  
    Solar Energy Capacity Installed (in Megawatts)   242.4  
    Solar Energy Capacity Installed for Subscribers (in Megawatts)   232.0  
    Storage Capacity Installed (in Megawatt hours)   392.0  
         
    In-period value creation metrics: Three Months Ended
    December 31, 2024
     
    Subscriber Value Contracted Period $52,035  
    Subscriber Value Renewal Period $3,776  
    Subscriber Value $55,811  
    Creation Cost $36,634  
    Net Subscriber Value $19,177  
    Total Value Generated (in millions) $588.9  
         
    In-period environmental impact metrics: Three Months Ended
    December 31, 2024
     
    Positive Environmental Impact from Customers (over trailing twelve months, in millions of metric tons of CO2 avoidance)   4.0  
    Positive Expected Lifetime Environmental Impact from Customer Additions (in millions of metric tons of CO2 avoidance)   4.8  
         
    Period-end metrics: December 31, 2024  
    Customers   1,048,842  
    Subscribers (subset of Customers)   889,186  
    Households Served in Low-Income Multifamily Properties   21,129  
    Networked Solar Energy Capacity (in Megawatts)   7,531  
    Networked Solar Energy Capacity for Subscribers (in Megawatts)   6,436  
    Networked Storage Capacity (in Megawatt hours)   2,525  
    Annual Recurring Revenue (in millions) $1,644  
    Average Contract Life Remaining (in years)   17.6  
    Gross Earning Assets Contracted Period (in millions) $13,791  
    Gross Earning Assets Renewal Period (in millions) $4,043  
    Gross Earning Assets (in millions) $17,834  
    Net Earning Assets (in millions) $6,766  
           

    Figures presented above may not sum due to rounding. For adjustments related to Subscriber Value and Creation Cost, please see the supplemental Creation Cost and Net Subscriber Value calculation memo for each applicable period, which is available on investors.sunrun.com.

    Definitions

    Deployments represent solar or storage systems, whether sold directly to customers or subject to executed Customer Agreements (i) for which we have confirmation that the systems are installed, subject to final inspection, or (ii) in the case of certain system installations by our partners, for which we have accrued at least 80% of the expected project cost (inclusive of acquisitions of installed systems).

    Customer Agreements refer to, collectively, solar or storage power purchase agreements and leases.

    Subscriber Additions represent the number of Deployments in the period that are subject to executed Customer Agreements.

    Customer Additions represent the number of Deployments in the period.

    Solar Energy Capacity Installed represents the aggregate megawatt production capacity of our solar energy systems that were recognized as Deployments in the period.

    Solar Energy Capacity Installed for Subscribers represents the aggregate megawatt production capacity of our solar energy systems that were recognized as Deployments in the period that are subject to executed Customer Agreements.

    Storage Capacity Installed represents the aggregate megawatt hour capacity of storage systems that were recognized as Deployments in the period.

    Creation Cost represents the sum of certain operating expenses and capital expenditures incurred divided by applicable Customer Additions and Subscriber Additions in the period. Creation Cost is comprised of (i) installation costs, which includes the increase in gross solar energy system assets and the cost of customer agreement revenue, excluding depreciation expense of fixed solar assets, and operating and maintenance expenses associated with existing Subscribers, plus (ii) sales and marketing costs, including increases to the gross capitalized costs to obtain contracts, net of the amortization expense of the costs to obtain contracts, plus (iii) general and administrative costs, and less (iv) the gross profit derived from selling systems to customers under sale agreements and Sunrun’s product distribution and lead generation businesses. Creation Cost excludes stock based compensation, amortization of intangibles, and research and development expenses, along with other items the company deems to be non-recurring or extraordinary in nature. The gross margin derived from solar energy systems and product sales is included as an offset to Creation Cost since these sales are ancillary to the overall business model and lowers our overall cost of business. The sales, marketing, general and administrative costs in Creation Costs is inclusive of sales, marketing, general and administrative activities related to the entire business, including solar energy system and product sales. As such, by including the gross margin on solar energy system and product sales as a contra cost, the value of all activities of the Company’s segment are represented in the Net Subscriber Value.

    Subscriber Value represents the per subscriber value of upfront and future cash flows (discounted at 6%) from Subscriber Additions in the period, including expected payments from customers as set forth in Customer Agreements, net proceeds from tax equity finance partners, payments from utility incentive and state rebate programs, contracted net grid service program cash flows, projected future cash flows from solar energy renewable energy credit sales, less estimated operating and maintenance costs to service the systems and replace equipment, consistent with estimates by independent engineers, over the initial term of the Customer Agreements and estimated renewal period. For Customer Agreements with 25 year initial contract terms, a 5 year renewal period is assumed. For a 20 year initial contract term, a 10 year renewal period is assumed. In all instances, we assume a 30-year customer relationship, although the customer may renew for additional years, or purchase the system.

    Net Subscriber Value represents Subscriber Value less Creation Cost.

    Total Value Generated represents Net Subscriber Value multiplied by Subscriber Additions.

    Customers represent the cumulative number of Deployments, from the company’s inception through the measurement date.

    Subscribers represent the cumulative number of Customer Agreements for systems that have been recognized as Deployments through the measurement date.

    Networked Solar Energy Capacity represents the aggregate megawatt production capacity of our solar energy systems that have been recognized as Deployments, from the company’s inception through the measurement date.

    Networked Solar Energy Capacity for Subscribers represents the aggregate megawatt production capacity of our solar energy systems that have been recognized as Deployments, from the company’s inception through the measurement date, that have been subject to executed Customer Agreements.

    Networked Storage Capacity represents the aggregate megawatt hour capacity of our storage systems that have been recognized as Deployments, from the company’s inception through the measurement date.

    Gross Earning Assets is calculated as Gross Earning Assets Contracted Period plus Gross Earning Assets Renewal Period.

    Gross Earning Assets Contracted Period represents the present value of the remaining net cash flows (discounted at 6%) during the initial term of our Customer Agreements as of the measurement date. It is calculated as the present value of cash flows (discounted at 6%) that we would receive from Subscribers in future periods as set forth in Customer Agreements, after deducting expected operating and maintenance costs, equipment replacements costs, distributions to tax equity partners in consolidated joint venture partnership flip structures, and distributions to project equity investors. We include cash flows we expect to receive in future periods from tax equity partners, government incentive and rebate programs, contracted sales of solar renewable energy credits, and awarded net cash flows from grid service programs with utilities or grid operators.

    Gross Earning Assets Renewal Period is the forecasted net present value we would receive upon or following the expiration of the initial Customer Agreement term but before the 30th anniversary of the system’s activation (either in the form of cash payments during any applicable renewal period or a system purchase at the end of the initial term), for Subscribers as of the measurement date. We calculate the Gross Earning Assets Renewal Period amount at the expiration of the initial contract term assuming either a system purchase or a renewal, forecasting only a 30-year customer relationship (although the customer may renew for additional years, or purchase the system), at a contract rate equal to 90% of the customer’s contractual rate in effect at the end of the initial contract term. After the initial contract term, our Customer Agreements typically automatically renew on an annual basis and the rate is initially set at up to a 10% discount to then-prevailing utility power prices.

    Net Earning Assets represents Gross Earning Assets, plus total cash, less adjusted debt and less pass-through financing obligations, as of the same measurement date. Debt is adjusted to exclude a pro-rata share of non-recourse debt associated with funds with project equity structures along with debt associated with the company’s ITC safe harboring facility. Because estimated cash distributions to our project equity partners are deducted from Gross Earning Assets, a proportional share of the corresponding project level non-recourse debt is deducted from Net Earning Assets, as such debt would be serviced from cash flows already excluded from Gross Earning Assets.

    Cash Generation is calculated using the change in our unrestricted cash balance from our consolidated balance sheet, less net proceeds (or plus net repayments) from all recourse debt (inclusive of convertible debt), and less any primary equity issuances or net proceeds derived from employee stock award activity (or plus any stock buybacks or dividends paid to common stockholders) as presented on the Company’s consolidated statement of cash flows. The Company expects to continue to raise tax equity and asset-level non-recourse debt to fund growth, and as such, these sources of cash are included in the definition of Cash Generation. Cash Generation also excludes long-term asset or business divestitures and equity investments in external non-consolidated businesses (or less dividends or distributions received in connection with such equity investments). Restricted cash in a reserve account with a balance equal to the amount outstanding of 2026 convertible notes is considered unrestricted cash for the purposes of calculating Cash Generation.

    Annual Recurring Revenue represents revenue arising from Customer Agreements over the following twelve months for Subscribers that have met initial revenue recognition criteria as of the measurement date.

    Average Contract Life Remaining represents the average number of years remaining in the initial term of Customer Agreements for Subscribers that have met revenue recognition criteria as of the measurement date.

    Households Served in Low-Income Multifamily Properties represent the number of individual rental units served in low-income multi-family properties from shared solar energy systems deployed by Sunrun. Households are counted when the solar energy system has interconnected with the grid, which may differ from Deployment recognition criteria.

    Positive Environmental Impact from Customers represents the estimated reduction in carbon emissions as a result of energy produced from our Networked Solar Energy Capacity over the trailing twelve months. The figure is presented in millions of metric tons of avoided carbon emissions and is calculated using the Environmental Protection Agency’s AVERT tool. The figure is calculated using the most recent published tool from the EPA, using the current-year avoided emission factor for distributed resources on a state by state basis. The environmental impact is estimated based on the system, regardless of whether or not Sunrun continues to own the system or any associated renewable energy credits.

    Positive Expected Lifetime Environmental Impact from Customer Additions represents the estimated reduction in carbon emissions over thirty years as a result of energy produced from solar energy systems that were recognized as Deployments in the period. The figure is presented in millions of metric tons of avoided carbon emissions and is calculated using the Environmental Protection Agency’s AVERT tool. The figure is calculated using the most recent published tool from the EPA, using the current-year avoided emission factor for distributed resources on a state by state basis, leveraging our estimated production figures for such systems, which degrade over time, and is extrapolated for 30 years. The environmental impact is estimated based on the system, regardless of whether or not Sunrun continues to own the system or any associated renewable energy credits.

    Total Cash represents the total of the restricted cash balance and unrestricted cash balance from our consolidated balance sheet.

    Investor & Analyst Contact:

    Patrick Jobin
    SVP, Deputy CFO & Investor Relations Officer
    investors@sunrun.com

    Media Contact:

    Wyatt Semanek
    Director, Corporate Communications
    press@sunrun.com

    The MIL Network

  • MIL-OSI: PubMatic Announces Fourth Quarter and Fiscal Year Ended 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    FY Revenue of $291.3 million, up 9% over 2023;

    Delivered FY 2024 net income of $12.5 million or 4% margin;

    FY adjusted EBITDA increased 23% over 2023 and was $92.3 million or 32% margin;

    Revenue in Q4 from CTV more than doubled year over year and represented 20% of total revenue;

    Supply Path Optimization represented 53% of total activity in 2024;

    Repurchased 4.3 million shares in 2024, representing 7.9% of fully diluted shares as of December 31, 2024

    NO-HEADQUARTERS/REDWOOD CITY, Calif., Feb. 27, 2025 (GLOBE NEWSWIRE) — PubMatic, Inc. (Nasdaq: PUBM), an independent technology company delivering digital advertising’s supply chain of the future, today reported financial results for the fourth quarter and fiscal year ended December 31, 2024.

    “Revenue growth in the year more than doubled over 2023, driven by strength in CTV, emerging revenue streams, and marquee customers choosing PubMatic to build and scale their ad businesses. Our revenue mix is evolving; in the fourth quarter, CTV more than doubled to 20% of total revenue. These achievements mark an inflection point in our underlying business that highlights critical scale on our platform and a significant shift in ad buying toward channels with the highest consumer engagement such as CTV, mobile app and commerce media,” said Rajeev Goel, co-founder and CEO at PubMatic. “Today, our omnichannel platform serves publishers, media buyers, commerce media networks, and curation/data providers, all of which are turning to sell side technology for critical end-to-end solutions needed to build their ad businesses. As we look to 2025, we expect accelerated growth in our underlying business as ad buyers seek premium, brand safe, curated inventory in the open internet.”

    Fiscal Year 2024 Financial Highlights

    • Revenue for the full year 2024 was $291.3 million, an increase of 9% over $267.0 million in 2023;
    • Gross profit was $190.2 million, or 65% margin, an improvement of 250 basis points over 2023;
    • Revenue from omnichannel video in 2024 grew 37% over the same period last year;
    • Net dollar-based retention1 was 107% for the year ended December 31, 2024;
    • GAAP net income was $12.5 million with a margin of 4%, or $0.23 per diluted share in 2024, an increase over net income2 of $8.9 million with a margin of 3%, or $0.16 per diluted share in 2023;
    • Adjusted EBITDA was $92.3 million, or 32% margin, an increase over adjusted EBITDA of $75.3 million, or 28% margin, in 2023;
    • Non-GAAP net income was $42.5 million, or $0.78 per non-GAAP diluted share in 2024, an increase over non-GAAP net income of $32.0 million, or $0.57 per non-GAAP diluted share in 2023;
    • Net cash provided by operating activities in 2024 was $73.4 million, compared to $81.1 million in the full year 2023;
    • Generated free cash flow of $34.9 million in 2024, down 34% over 2023;
    • Ended 2024 with total cash, cash equivalents, and marketable securities of $140.6 million with no debt, a decrease of 20% over the full year 2023; and
    • Through December 31, 2024, used $134.6 million in cash to repurchase 8.3 million shares of Class A common stock with $40.4 million available from the 2024 repurchase program.

    Fourth Quarter 2024 Financial Highlights

    • Revenue in the fourth quarter of 2024 was $85.5 million, an increase of 1% over $84.6 million in the same period of 2023;
    • GAAP net income was $13.9 million with a margin of 16%, or $0.26 per diluted share in the fourth quarter, compared to GAAP net income of $18.7 million with a margin of 22%, or $0.34 per diluted share in the same period of 2023;
    • Adjusted EBITDA was $37.6 million, or 44% margin, compared to $38.9 million, or 46% margin in the same period of 2023;
    • Non-GAAP net income was $21.4 million, or $0.41 per non-GAAP diluted share in the fourth quarter, compared to non-GAAP net income of $24.4 million, or $0.45 per non-GAAP diluted share in the same period of 2023; and
    • Net cash provided by operating activities was $18.0 million, compared to $28.7 million in the same period of 2023.

    The section titled “Non-GAAP Financial Measures” below describes our usage of non-GAAP financial measures. Reconciliations between historical GAAP and non-GAAP information are contained at the end of this press release following the accompanying financial data.

    “In 2024, we delivered record share of revenue for CTV, mobile app and emerging revenues, and achieved an all-time high of Supply Path Optimization activity. We also significantly expanded our margins, once again, demonstrating the strength of our durable model and our strategic commitment to steward both operational excellence and targeted investments for growth,” said Steve Pantelick, CFO at PubMatic. “In Q4, strong growth in the underlying business helped offset softer spending from the large DSP buyer we previously called out mid year. Going forward, we are taking a conservative approach as it relates to this buyer, and expect total revenues to grow year over year in the second half of the year once we lap this impact at the end of Q2 2025. Our underlying business, which excludes revenue from this DSP and political, is targeted to grow 15%+ and represent over two thirds of total company revenues in 2025.”

    Business Highlights

    Omnichannel platform drives revenue in key secular growth areas

    • Full year revenue from high value formats and channels, mobile and omnichannel video3, grew 17% over 2023.
    • In Q4, revenue from omnichannel video, which includes CTV, grew 37% year-over-year.
    • CTV reached scale, and was 20% of revenue in the fourth quarter, driven by growing inventory supply, SPO relationships, and strength in political advertising.
    • Revenue from mobile app grew 16% over 2023 as we scaled to over 900 mobile app publishers.

    High consumer engagement channels fuel ad demand and sell-side data curation

    • New and expanded partnerships announced in 2024 with premium streaming brands including Roku, Dish Media, Disney+ Hotstar, TCL and Xumo. We now work with 80% of the top 30 streaming publishers.
    • The number of Activate customers grew nearly 6x over 2023.
    • Supply Path Optimization represented 53% of total activity on our platform in 2024, up from 45% in 2023.
    • Connect drives more performant, targeted ad campaigns across the open internet, offering 190 data sets to ad buyers on PubMatic. Connect is a leading platform for data providers and curators to integrate first-party data, package inventory, sell to, and optimize outcomes for ad buyers.

    Focused investments drive long-term growth opportunities

    • More than doubled total addressable market to over $120 billion via products that address four key stakeholders across the digital advertising ecosystem: publishers, media buyers, curators and data providers, and commerce media networks.
    • Contribution from emerging revenue streams, which expand beyond ad monetization services, doubled from 2023.

    Recent product launches

    • Launched CTV Marketplaces, offering ad buyers pre-curated CTV inventory available only on PubMatic, built directly from our sell side technology. CTV Marketplaces allows publishers to unlock more value from their inventory and provides ad buyers off-the-shelf, easy to buy premium content and targeted audiences, including curated live sports inventory.
    • Launched Creative Category Manager, a generative AI solution that scans and classifies each video ad creative on granular criteria. First used to unlock millions of dollars in political ad spend, it drove significant CTV revenue. This gen AI solution will soon expand to other use cases and verticals.
    • Launched PubMatic Assistant, a gen AI powered reporting tool that allows publishers to request any report or data using simple plain language text queries. As a result, publishers can streamline analytics, enhance productivity and unlock new growth opportunities by uncovering insights in big data. This powerful tool removes barriers to adoption and drives increased platform usage.

    2024 operating priorities drove profitable growth

    • Aligned with our growth investments, increased global headcount in 2024 by 11% over 2023, adding new team members across product management, engineering and go-to-market teams to accelerate long-term revenue growth.
    • Infrastructure optimization initiatives and investments drove nearly 263 trillion impressions processed in 2024, an increase of 25% over 2023.
    • Cost of revenue per million impressions processed decreased 18% on a trailing twelve month period, as compared to the prior period.
    • Scaled adoption of generative AI drove increased engineering productivity by 15%+ which led to faster software development, testing and release processes.

    Financial Outlook

    Q1 outlook includes the continued headwind from one of our top DSP buyers that revised its auction approach in late May 2024. Adjusted EBITDA expectation assumes a negative FX impact predominately from Euro and Pound Sterling expenses. It also assumes that general market conditions do not significantly deteriorate as it relates to current macroeconomic and geopolitical conditions.

    Accordingly, we estimate the following:

    For the first quarter of 2025, we expect the following:

    • Revenue to be in the range of $61 million to $63 million.
    • Adjusted EBITDA to be in the range of $5 million to $7 million.

    Although we provide guidance for adjusted EBITDA and free cash flow, we are not able to provide guidance for net income, the most directly comparable GAAP measure. Certain elements of the composition of GAAP net income, including stock-based compensation expenses, are not predictable, making it impractical for us to provide guidance on net income or to reconcile our adjusted EBITDA guidance to net income without unreasonable efforts. For the same reason, we are unable to address the probable significance of the unavailable information.

    Conference Call and Webcast details

    PubMatic will host a conference call to discuss its financial results on Thursday, February 27, 2025 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). A live webcast of the call can be accessed from PubMatic’s Investor Relations website at https://investors.pubmatic.com. An archived version of the webcast will be available from the same website after the call.

    Non-GAAP Financial Measures

    In addition to our results determined in accordance with U.S. generally accepted accounting principles (GAAP), including, in particular operating income, net cash provided by operating activities, and net income, we believe that adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP earnings per share and free cash flow, each a non-GAAP measure, are useful in evaluating our operating performance. We define adjusted EBITDA as net income adjusted for stock-based compensation expense, depreciation and amortization, unrealized loss and impairment of equity investment, interest income, acquisition-related and other expenses, and provision for income taxes. Adjusted EBITDA margin represents adjusted EBITDA calculated as a percentage of revenue. We define non-GAAP net income as net income adjusted for unrealized loss on equity investments, stock-based compensation expense, acquisition-related and other expenses, and adjustments for income taxes. We define non-GAAP free cash flow as net cash provided by operating activities reduced by purchases of property and equipment and capitalized software development costs.

    In addition to operating income and net income, we use adjusted EBITDA and non-GAAP net income as measures of operational efficiency. We believe that these non-GAAP financial measures are useful to investors for period to period comparisons of our business and in understanding and evaluating our operating results for the following reasons:

    • Adjusted EBITDA and non-GAAP net income are widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization, interest expense, and provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures and the method by which assets were acquired; and,
    • Our management uses adjusted EBITDA and non-GAAP net income in conjunction with GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of operating performance and the effectiveness of our business strategies and in communications with our board of directors concerning our financial performance; and adjusted EBITDA provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.

    Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:

    • Adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) the potentially dilutive impact of stock-based compensation; or (c) tax payments that may represent a reduction in cash available to us;
    • Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and
    • Non-GAAP net income does not include: (a) unrealized losses resulting from our equity investment; (b) the potentially dilutive impact of stock-based compensation; (c) income tax effects for stock-based compensation and unrealized losses from our equity investment; or (d) acquisition-related and other expenses.

    Because of these and other limitations, you should consider adjusted EBITDA and non-GAAP net income along with other GAAP-based financial performance measures, including net income and our GAAP financial results.

    Forward Looking Statements

    This press release contains “forward-looking statements” regarding our future business expectations, including our guidance relating to our revenue and adjusted EBITDA for the first quarter of 2025, our expectations regarding our adjusted EBITDA, free cash flow, capital expenditures, future hiring, future market growth, our long-term revenue growth, target revenue and our ability to gain market share. These forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions and may differ materially from actual results due to a variety of factors including: our dependency on the overall demand for advertising and the channels we rely on; our existing customers not expanding their usage of our platform, or our failure to attract new publishers and buyers; our ability to maintain and expand access to spend from buyers and valuable ad impressions from publishers; the rejection of the use of digital advertising by consumers through opt-in, opt-out or ad-blocking technologies or other means; our failure to innovate and develop new solutions that are adopted by publishers; the war between Ukraine and Russia and the resumption of conflict between Israel and Palestine, and the related measures taken in response by the global community; the impacts of inflation as well as fiscal tightening and volatile interest rates; public health crises, including the resulting global economic uncertainty; limitations imposed on our collection, use or disclosure of data about advertisements; the lack of similar or better alternatives to the use of third-party cookies, mobile device IDs or other tracking technologies if such uses are restricted; any failure to scale our platform infrastructure to support anticipated growth and transaction volume; liabilities or fines due to publishers, buyers, and data providers not obtaining consents from consumers for us to process their personal data; any failure to comply with laws and regulations related to data privacy, data protection, information security, and consumer protection; and our ability to manage our growth. Moreover, we operate in a competitive and rapidly changing market, and new risks may emerge from time to time. For more information about risks and uncertainties associated with our business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including but not limited to, our annual report on Form 10-K and quarterly reports on From 10-Q, copies of are available on our investor relations website at https://investors.pubmatic.com and on the SEC website at www.sec.gov. All information in this press release is as of February 27, 2025. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

    About PubMatic

    PubMatic is an independent technology company maximizing customer value by delivering digital advertising’s supply chain of the future. PubMatic’s sell-side platform empowers the world’s leading digital content creators across the open internet to control access to their inventory and increase monetization by enabling marketers to drive return on investment and reach addressable audiences across ad formats and devices. Since 2006, PubMatic’s infrastructure-driven approach has allowed for the efficient processing and utilization of data in real time. By delivering scalable and flexible programmatic innovation, PubMatic improves outcomes for its customers while championing a vibrant and transparent digital advertising supply chain.

     
     
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands)
    (unaudited)
     
        December 31,
    2024
      December 31,
    2023
    ASSETS        
    Current assets        
    Cash and cash equivalents   $ 100,452     $ 78,509  
    Marketable securities     40,135       96,835  
    Accounts receivable, net     424,814       375,468  
    Prepaid expenses and other current assets     10,145       11,143  
    Total current assets     575,546       561,955  
    Property, equipment and software, net     58,522       60,729  
    Operating lease right-of-use assets     44,402       21,102  
    Acquisition-related intangible assets, net     4,284       5,864  
    Goodwill     29,577       29,577  
    Deferred tax assets     24,864       13,880  
    Other assets, non-current     2,324       2,136  
    TOTAL ASSETS   $ 739,519     $ 695,243  
    LIABILITIES AND STOCKHOLDERS’ EQUITY        
    Current liabilities        
    Accounts payable   $ 386,602     $ 347,673  
    Accrued liabilities     26,365       25,684  
    Operating lease liabilities, current     5,843       6,236  
    Total current liabilities     418,810       379,593  
    Operating lease liabilities, non-current     39,538       15,607  
    Other liabilities, non-current     3,908       3,844  
    TOTAL LIABILITIES     462,256       399,044  
    Stockholders’ Equity        
    Common stock     6       6  
    Treasury stock     (146,796 )     (71,103 )
    Additional paid-in capital     275,304       230,419  
    Accumulated other comprehensive loss     (636 )     (4 )
    Retained earnings     149,385       136,881  
    TOTAL STOCKHOLDERS’ EQUITY     277,263       296,199  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 739,519     $ 695,243  
     
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share data)
    (unaudited)
     
        Three Months Ended December 31,   Year Ended December 31,
          2024     2023     2024     2023
    Revenue   $ 85,502   $ 84,600   $ 291,256   $ 267,014
    Cost of revenue(1)     24,935     24,208     101,027     99,229
    Gross profit     60,567     60,392     190,229     167,785
    Operating expenses:(1)                
    Technology and development     7,831     6,846     33,263     26,727
    Sales and marketing     23,763     20,353     95,369     82,803
    General and administrative(2)     14,171     12,780     57,670     56,219
    Total operating expenses     45,765     39,979     186,302     165,749
    Operating income     14,802     20,413     3,927     2,036
    Total other income, net     3,618     2,632     13,847     8,469
    Income before income taxes     18,420     23,045     17,774     10,505
    Provision for income taxes     4,521     4,343     5,270     1,624
    Net income   $ 13,899   $ 18,702   $ 12,504   $ 8,881
    Net income per share attributable to common stockholders:                
    Basic   $ 0.29   $ 0.37   $ 0.25   $ 0.17
    Diluted   $ 0.26   $ 0.34   $ 0.23   $ 0.16
    Weighted-average shares used to compute net income per share attributable to common stockholders:                
    Basic     47,993     50,659     49,213     51,760
    Diluted     52,623     54,940     54,294     56,027
     
    (1)Stock-based compensation expense includes the following:
    STOCK BASED COMPENSATION EXPENSE
    (In thousands)
    (unaudited)
     
        Three Months Ended December 31,   Year Ended December 31,
          2024     2023     2024     2023
    Cost of revenue   $         438   $         383   $         1,855   $         1,472        
    Technology and development             1,625             1,137             6,313             4,346        
    Sales and marketing             3,247             2,589             13,407             10,462        
    General and administrative             4,099             3,228             16,101             12,582        
    Total stock-based compensation   $         9,409   $         7,337   $         37,676   $         28,862        
     

    (2)On June 30, 2023, a Demand Side Platform buyer of our platform filed for Chapter 11 bankruptcy. As a result of this bankruptcy, we recorded incremental bad debt expense of $5.7 million which is reflected in our GAAP net income and adjusted EBITDA results for the year ended December 31, 2023.

     
    CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
    (In thousands)
    (unaudited)
     
        December 31,
          2024       2023  
    CASH FLOW FROM OPERATING ACTIVITIES:        
    Net Income   $ 12,504     $ 8,881  
    Adjustments to reconcile net income to net cash provided by operating activities:        
    Depreciation and amortization     45,352       44,770  
    Stock-based compensation     37,676       28,862  
    Provision for doubtful accounts           5,675  
    Deferred income taxes     (10,984 )     (13,406 )
    Accretion of discount on marketable securities     (4,117 )     (4,093 )
    Non-cash lease expense     6,801       6,145  
    Other     (25 )     45  
    Changes in operating assets and liabilities:        
       Accounts receivable     (49,345 )     (75,716 )
       Prepaid expenses and other current assets     (5,826 )     3,918  
       Accounts payable     38,096       79,687  
       Accrued liabilities     9,627       3,035  
       Operating lease liabilities     (6,531 )     (5,789 )
       Other liabilities, non-current     197       (893 )
    Net cash provided by operating activities     73,425       81,121  
    CASH FLOWS FROM INVESTING ACTIVITIES:        
    Purchases of and deposits on property and equipment     (17,592 )     (10,601 )
    Capitalized software development costs     (20,936 )     (17,687 )
    Purchases of marketable securities     (142,016 )     (140,603 )
    Proceeds from sales of marketable securities           18,873  
    Proceeds from maturities of marketable securities     202,858       111,000  
    Net cash provided by (used in) investing activities     22,314       (39,018 )
    CASH FLOWS FROM FINANCING ACTIVITIES:        
    Payment of business combination indemnification claims holdback     (2,148 )      
    Proceeds from issuance of common stock for employee stock purchase plan     2,368       1,869  
    Proceeds from exercise of stock options     1,765       1,549  
    Principal payments on finance lease obligations     (131 )     (126 )
    Payments to acquire treasury stock     (75,332 )     (59,268 )
    Net cash used in financing activities     (73,478 )     (55,976 )
    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     22,261       (13,873 )
    Effect of foreign currency on cash     (318 )      
    CASH AND CASH EQUIVALENTS – Beginning of year     78,509       92,382  
    CASH AND CASH EQUIVALENTS – End of year   $ 100,452     $ 78,509  
     
    RECONCILIATION OF GAAP NET INCOME TO NON-GAAP ADJUSTED EBITDA AND NON-GAAP NET INCOME
    (In thousands, except per share amounts)
    (unaudited)
     
        Three Months Ended December 31,   Year Ended December 31,
          2024       2023       2024       2023  
    Reconciliation of net income:                
    Net income   $ 13,899     $ 18,702     $ 12,504     $ 8,881  
    Add back (deduct):                
    Stock-based compensation     9,409       7,337       37,676       28,862  
    Depreciation and amortization     11,421       11,039       45,352       44,770  
    Interest income     (1,604 )     (2,515 )     (8,477 )     (8,828 )
    Provision for income taxes     4,521       4,343       5,270       1,624  
    Adjusted EBITDA1   $ 37,646     $ 38,906     $ 92,325     $ 75,309  
                     
    Revenue   $ 85,502     $ 84,600     $ 291,256     $ 267,014  
    Adjusted EBITDA margin     44 %     46 %     32 %     28 %
        Three Months Ended December 31,   Year Ended December 31,
          2024       2023       2024       2023  
    Reconciliation of net income per share:                
    Net income   $ 13,899     $ 18,702     $ 12,504     $ 8,881  
    Add back (deduct):                
    Stock-based compensation     9,409       7,337       37,676       28,862  
    Adjustment for income taxes     (1,865 )     (1,590 )     (7,728 )     (5,695 )
    Non-GAAP net income1   $ 21,443     $ 24,449     $ 42,452     $ 32,048  
    GAAP diluted EPS   $ 0.26     $ 0.34     $ 0.23     $ 0.16  
    Non-GAAP diluted EPS   $ 0.41     $ 0.45     $ 0.78     $ 0.57  
    GAAP weighted average shares outstanding—diluted     52,623       54,940       54,294       56,027  
    Non-GAAP weighted average shares outstanding—diluted     52,623       54,940       54,294       56,027  
     
    SUPPLEMENTAL CASH FLOW INFORMATION
    COMPUTATION OF FREE CASH FLOW, A NON-GAAP MEASURE
    (In thousands)
    (unaudited)
     
        Three Months Ended December 31,   Year Ended December 31,
          2024       2023       2024       2023  
    Reconciliation of cash provided by operating activities:                
    Net cash provided by operating activities   $ 18,048     $ 28,674     $ 73,425     $ 81,121  
    Less: Purchases of property and equipment     (4,324 )     (5,177 )     (17,592 )     (10,601 )
    Less: Capitalized software development costs     (4,868 )     (3,962 )     (20,936 )     (17,687 )
    Free cash flow   $ 8,856     $ 19,535     $ 34,897     $ 52,833  
     

    1 Net income, Adjusted EBITDA, and Non-GAAP net income for the twelve months ended December 31, 2024 include other income of $4.0 million related to our efforts to build and test integrations with the Google Privacy Sandbox.


    1 Net dollar-based retention is calculated by starting with the revenue from publishers in the trailing twelve months ended December 31, 2023 (“Prior Period Revenue”). We then calculate the revenue from these same publishers in the trailing twelve months ended December 31, 2024 (“Current Period Revenue”). Current Period Revenue includes any upsells and is net of contraction or attrition, but excludes revenue from new publishers. Our net dollar-based retention rate equals the Current Period Revenue divided by Prior Period Revenue. Net dollar-based retention rate is an important indicator of publisher satisfaction and usage of our platform, as well as potential revenue for future periods.
    2 Fiscal year 2023 GAAP net income includes approximately $5.7 million of incremental bad debt expense related to the bankruptcy of a Demand Side Platform buyer of our platform.
    3 Omnichannel video spans across desktop, mobile and CTV devices.

    The MIL Network

  • MIL-OSI: American Coastal Insurance Corporation Reports Financial Results for Its Fourth Quarter and Year Ended December 31, 2024

    Source: GlobeNewswire (MIL-OSI)

    Company to Host Quarterly Conference Call at 5:00 P.M. ET on February 27, 2025
    The information in this press release should be read in conjunction with an earnings presentation that is available on the Company’s website at investors.amcoastal.com/Presentations.

    ST. PETERSBURG, Fla., Feb. 27, 2025 (GLOBE NEWSWIRE) — American Coastal Insurance Corporation (Nasdaq: ACIC) (“ACIC” or the “Company”), a property and casualty insurance holding company, today reported its financial results for the fourth quarter and year ended December 31, 2024.

           
    ($ in thousands, except for per share data) Three Months Ended   Year Ended
    December 31,   December 31,
        2024       2023     Change     2024       2023     Change
    Gross premiums written $ 140,739     $ 128,260     9.7 %   $ 647,805     $ 635,709     1.9 %
    Gross premiums earned   162,710       159,094     2.3       638,608       604,683     5.6  
    Net premiums earned   73,492       49,141     49.6       273,990       262,060     4.6  
    Total revenue   79,267       51,251     54.7       296,657       264,400     12.2  
    Income from continuing operations, net of tax   5,868       17,380     (66.2 )     76,319       85,204     (10.4 )
    Income (loss) from discontinued operations, net of tax   (922 )     (3,096 )   70.2       (601 )     224,707     NM
    Consolidated net income $ 4,946     $ 14,284     (65.4 )%   $ 75,718     $ 309,911     NM
                           
    Net income available to ACIC stockholders per diluted share                      
    Continuing Operations $ 0.12     $ 0.38     (68.4 )%   $ 1.55     $ 1.92     (19.3 )%
    Discontinued Operations $ (0.02 )   $ (0.07 )   71.4       (0.01 )     5.06     NM
    Total $ 0.10     $ 0.31     (67.7 )%   $ 1.54     $ 6.98     NM
                           
    Reconciliation of net income to core income:                      
    Plus: Non-cash amortization of intangible assets and goodwill impairment $ 608     $ 811     (25.0 )%   $ 2,639     $ 3,247     (18.7 )%
    Less: Income (loss) from discontinued operations, net of tax   (922 )     (3,096 )   70.2       (601 )     224,707     NM
    Less: Net realized losses on investment portfolio         (2 )   NM     (124 )     (6,789 )   98.2  
    Less: Unrealized gains on equity securities   454       22     NM     1,996       814     NM
    Less: Net tax impact (1)   32       166     (80.7 )%     161       1,937     (91.7 )
    Core income(2)   5,990       18,005     (66.7 )     76,925       92,489     (16.8 )
    Core income per diluted share (2) $ 0.12     $ 0.39     (69.2 )%   $ 1.56     $ 2.08     (25.0 )%
                           
    Book value per share             $ 4.89     $ 3.61     35.5 %
    NM = Not Meaningful
    (1) In order to reconcile net income to the core income measures, the Company included the tax impact of all adjustments using the 21% federal corporate tax rate.
    (2) Core income and core income per diluted share, both of which are measures that are not based on generally accepted accounting principles (“GAAP”), are reconciled above to net income and net income per diluted share, respectively, the most directly comparable GAAP measures. Additional information regarding non-GAAP financial measures presented in this press release can be found in the “Definitions of Non-GAAP Measures” section, below.
       

    Comments from Chief Executive Officer, B. Bradford Martz:

    “American Coastal, our insurance subsidiary, remains a leader in the Florida commercial residential market. The Company remained profitable in the 2024 fourth quarter with a combined ratio of 91.9%, despite the devastating impact and full catastrophe retention from Hurricane Milton, leading to a 67.5% combined ratio for the full year. This underscores the strength of our reinsurance strategy in safeguarding our balance sheet while mitigating the financial impact of catastrophic events.

    Furthermore, American Coastal’s written premium increased 9.7% from the prior year fourth quarter and renewal retention remained steady. In December, we announced the launch of our apartment program, and, to date, we have received hundreds of high-quality submissions from our six broker partners, affirming the strong demand for American Coastal’s products.”

    Return on Equity and Core Return on Equity

    The calculations of the Company’s return on equity and core return on equity are shown below.

           
    ($ in thousands) Three Months Ended   Year Ended
    December 31,   December 31,
        2024       2023       2024       2023  
    Income from continuing operations, net of tax $ 5,868     $ 17,380     $ 76,319     $ 85,204  
    Return on equity based on GAAP income from continuing operations, net of tax (1)   10.4 %     98.6 %     33.7 %     120.8 %
                   
    Income (loss) from discontinued operations, net of tax $ (922 )   $ (3,096 )   $ (601 )   $ 224,707  
    Return on equity based on GAAP income (loss) from discontinued operations, net of tax (1)   (1.6 )%     (17.6 )%     (0.3 )%   NM
                   
    Consolidated net income $ 4,946     $ 14,284     $ 75,718     $ 309,911  
    Return on equity based on GAAP net income (1)   8.7 %     81.0 %     33.5 %   NM
                   
    Core income $ 5,990     $ 18,005     $ 76,925     $ 92,489  
    Core return on equity (1)(2)   10.6 %     102.1 %     34.0 %     131.1 %
    (1) Return on equity for the three months and years ended December 31, 2024 and 2023 is calculated on an annualized basis by dividing the net income or core income for the period by the average stockholders’ equity for the trailing twelve months.
    (2) Core return on equity, a measure that is not based on GAAP, is calculated based on core income, which is reconciled on the first page of this press release to net income, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this press release can be found in the “Definitions of Non-GAAP Measures” section below.
       

    Combined Ratio and Underlying Ratio

    The calculations of the Company’s combined ratio and underlying combined ratio on a consolidated basis and attributable to Interboro Insurance Company (“IIC”), now captured within discontinued operations, are shown below.

           
    ($ in thousands) Three Months Ended   Year Ended
    December 31,   December 31,
      2024     2023     Change   2024     2023     Change
    Consolidated                      
    Loss ratio, net(1) 40.5 %   13.7 %   26.8 pts   25.3 %   17.8 %   7.5 pts
    Expense ratio, net(2) 51.4 %   46.2 %   5.2 pts   42.2 %   43.1 %   (0.9) pts
    Combined ratio (CR)(3) 91.9 %   59.9 %   32.0 pts   67.5 %   60.9 %   6.6 pts
    Effect of current year catastrophe losses on CR 27.8 %   (0.8 )%   28.6 pts   9.3 %   4.9 %   4.4 pts
    Effect of prior year favorable development on CR (1.8 )%   (3.0 )%   1.2 pts   (1.4 )%   (4.9 )%   3.5 pts
    Underlying combined ratio(4) 65.9 %   63.7 %   2.2 pts   59.6 %   60.9 %   (1.3) pts
                           
    IIC                      
    Loss ratio, net(1) 73.4 %   78.5 %   (5.1) pts   71.2 %   81.6 %   (10.4) pts
    Expense ratio, net(2) 47.1 %   39.0 %   8.1 pts   43.4 %   50.8 %   (7.4) pts
    Combined ratio (CR)(3) 120.5 %   117.5 %   3.0 pts   114.6 %   132.4 %   (17.8) pts
    Effect of current year catastrophe losses on CR 0.8 %   10.6 %   (9.8) pts   4.1 %   12.6 %   (8.5) pts
    Effect of prior year favorable development on CR (0.7 )%   13.2 %   (13.9) pts   (3.6 )%   2.0 %   (5.6) pts
    Underlying combined ratio(4) 120.4 %   93.7 %   26.7 pts   114.1 %   117.8 %   (3.7) pts
    (1) Loss ratio, net is calculated as losses and loss adjustment expenses (“LAE”), net of losses ceded to reinsurers, relative to net premiums earned.
    (2) Expense ratio, net is calculated as the sum of all operating expenses, less interest expense relative to net premiums earned.
    (3) Combined ratio is the sum of the loss ratio, net and expense ratio, net.
    (4) Underlying combined ratio, a measure that is not based on GAAP, is reconciled above to the combined ratio, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this press release can be found in the “Definitions of Non-GAAP Measures” section below.
       

    Combined Ratio Analysis

    The calculations of the Company’s loss ratios and underlying loss ratios are shown below.

           
    ($ in thousands) Three Months Ended   Year Ended
    December 31,   December 31,
      2024       2023     Change     2024       2023     Change
    Loss and LAE $ 29,794     $ 6,710     $ 23,084   $ 69,319     $ 46,678     $ 22,641
    % of Gross earned premiums   18.3 %     4.2 %   14.1 pts     10.9 %     7.7 %   3.2 pts
    % of Net earned premiums   40.5 %     13.7 %   26.8 pts     25.3 %     17.8 %   7.5 pts
    Less:                      
    Current year catastrophe losses $ 20,405     $ (406 )   $ 20,811   $ 25,561     $ 12,783     $ 12,778
    Prior year reserve favorable development   (1,325 )     (1,482 )     157     (3,704 )     (12,694 )     8,990
    Underlying loss and LAE (1) $ 10,714     $ 8,598     $ 2,116   $ 47,462     $ 46,589     $ 873
    % of Gross earned premiums   6.6 %     5.4 %   1.2 pts     7.4 %     7.7 %   (0.3) pts
    % of Net earned premiums   14.5 %     17.5 %   (3.0) pts     17.3 %     17.8 %   (0.5) pts
    (1) Underlying loss and LAE is a non-GAAP financial measure and is reconciled above to loss and LAE, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this press release can be found in the “Definitions of Non-GAAP Measures” section, below.
       

    The calculations of the Company’s expense ratios are shown below.

           
    ($ in thousands) Three Months Ended   Year Ended
    December 31,   December 31,
      2024       2023     Change     2024       2023     Change
    Policy acquisition costs $ 26,514     $ 13,138     $ 13,376   $ 70,990     $ 75,436     $ (4,446 )
    General and administrative   11,277       9,561       1,716     44,756       37,559       7,197  
    Total Operating Expenses $ 37,791     $ 22,699     $ 15,092   $ 115,746     $ 112,995     $ 2,751  
    % of Gross earned premiums   23.2 %     14.3 %   8.9 pts     18.1 %     18.7 %   (0.6) pts
    % of Net earned premiums   51.4 %     46.2 %   5.2 pts     42.2 %     43.1 %   (0.9) pts
                                           

    Quarterly Financial Results

    Net income for the fourth quarter of 2024 was $4.9 million, or $0.10 per diluted share, compared to $14.3 million, or $0.31 per diluted share, for the fourth quarter of 2023. Of this income, $5.9 million is attributable to continuing operations for the three months ended December 31, 2024, a decrease of $11.5 million from net income of $17.4 million for the same period in 2023. Quarter-over-quarter revenues increased, driven by a decrease in ceded premiums earned, and an increase in gross premiums earned and net investment income. This was offset by increased expenses quarter-over-quarter, driven by an increase in loss and LAE and policy acquisition costs, as described below. The Company’s loss from discontinued operations, also contributed to this change in net income, with the loss decreasing $2.2 million quarter-over-quarter, as the deconsolidation of the Company’s former subsidiary, United Property and Casualty Insurance Company (“UPC”), is not impacting the Company in 2024.

    The Company’s total gross written premium increased $12.5 million, or 9.7%, to $140.7 million for the fourth quarter of 2024, from $128.3 million for the fourth quarter of 2023. The breakdown of the quarter-over-quarter changes in both direct written and assumed premiums by state and gross written premium by line of business are shown in the table below.

               
    ($ in thousands) Three Months Ended December 31,        
        2024     2023   Change $   Change %
    Direct Written and Assumed Premium by State              
    Florida $ 135,661   $ 128,260   $ 7,401   5.8 %
    New York              
    Total direct written premium by state   135,661     128,260     7,401   5.8  
    Assumed premium   5,078         5,078   100.0  
    Total gross written premium by state $ 140,739   $ 128,260   $ 12,479   9.7 %
                   
    Gross Written Premium by Line of Business              
    Commercial property $ 140,739   $ 128,260   $ 12,479   9.7 %
    Personal property              
    Total gross written premium by line of business $ 140,739   $ 128,260   $ 12,479   9.7 %
                           

    Loss and LAE increased by $23.1 million, or 344.8%, to $29.8 million for the fourth quarter of 2024, from $6.7 million for the fourth quarter of 2023. Loss and LAE expense as a percentage of net earned premiums increased 26.8 points to 40.5% for the fourth quarter of 2024, compared to 13.7% for the fourth quarter of 2023. Excluding catastrophe losses and reserve development, the Company’s gross underlying loss and LAE ratio for the fourth quarter of 2024 would have been 6.6%, a 1.2 point increase from the fourth quarter of 2023.

    Policy acquisition costs increased by $13.4 million, or 102.3%, to $26.5 million for the fourth quarter of 2024, from $13.1 million for the fourth quarter of 2023, primarily due to a decrease in reinsurance commission income attributable to the change in our quota share reinsurance cession rate from 40% to 20% effective June 1, 2024. In addition, our management fees attributable to our commercial property premiums increased as the result of additional premiums written quarter-over-quarter.

    General and administrative expenses increased by $1.7 million, or 17.7%, to $11.3 million for the fourth quarter of 2024, from $9.6 million for the fourth quarter of 2023, driven by increased overhead costs, such as amortization of capitalized software, equipment costs and salaries, and external spend for audit, actuarial and legal services.

    IIC Quarterly Results Highlights

    Net loss attributable to IIC totaled $633 thousand for the fourth quarter of 2024 compared to a net loss of $274 thousand for the fourth quarter of 2023. Drivers of the quarter-over-quarter increase included: an increase in general and administrative expenses of $406 thousand as the result of increased costs such as software licensing costs and salary expenses, offset by increased revenues of $355 thousand, which were driven by an increase in gross earned premiums of $1.4 million, offset by increased ceded premiums earned of $1.0 million.

    Annual Financial Results

    Net income attributable to the Company for the year ended December 31, 2024 was $75.7 million, or $1.54 per diluted share, compared to net income of $309.9 million, or $6.98 per diluted share, for the year ended December 31, 2023. Drivers of net income during 2024 included increased gross premiums earned partially offset by increased ceded premiums earned. Net investment income also increased, driving additional total revenues year-over-year. This increase in revenue was offset by increased expenses year-over-year, driven by increases in losses and LAE incurred and general and administrative expenses, partially offset by decreased policy acquisition costs. During 2024, the Company experienced a net loss attributable to discontinued operations of $601 thousand, compared to $224.7 million of net income attributable to discontinued operations during 2023, as the deconsolidation of the Company’s former subsidiary, UPC, is not impacting the Company in 2024.

    The Company’s total gross written premium increased by $12.1 million, or 1.9%, to $647.8 million for the year ended December 31, 2024, from $635.7 million for the year ended December 31, 2023. The breakdown of the quarter-over-quarter changes in both direct written and assumed premiums by state and gross written premium by line of business are shown in the table below.

               
    ($ in thousands) Year Ended December 31,        
        2024     2023     Change $   Change %
    Direct Written and Assumed Premium by State (1)              
    Florida $ 642,727   $ 635,602     $ 7,125   1.1 %
    New York                
    Texas       (9 )     9   (100.0 )
    Total direct written premium by state   642,727     635,593       7,134   1.1  
    Assumed premium (2)   5,078     116       4,962   4,277.6  
    Total gross written premium by state $ 647,805   $ 635,709     $ 12,096   1.9 %
                   
    Gross Written Premium by Line of Business              
    Commercial property $ 647,805   $ 635,709     $ 12,096   1.9 %
    Personal property                
    Total gross written premium by line of business $ 647,805   $ 635,709     $ 12,096   1.9 %
    (1) The Company ceased writing in Texas as of May 31, 2022.
    (2) Assumed premium written for 2023 and 2024 primarily included commercial property business assumed from unaffiliated insurers.
       

    Loss and LAE increased by $22.6 million, or 48.4%, to $69.3 million for the year ended December 31, 2024, from $46.7 million for the year ended December 31, 2023. Loss and LAE expense as a percentage of net earned premiums increased 7.5 points to 25.3% for the year ended December 31, 2024, compared to 17.8% for the year ended December 31, 2023. Excluding catastrophe losses and reserve development, the Company’s gross underlying loss and LAE ratio for the year ended December 31, 2024, would have been 7.4%, a decrease of 0.3 points from 7.7% for the year ended December 31, 2023.

    Policy acquisition costs decreased by $4.4 million, or 5.9%, to $71.0 million for the year ended December 31, 2024, from $75.4 million for the year ended December 31, 2023, primarily due to an increase in ceding commission income as the result of the Company including quota share reinsurance coverage in their core catastrophe reinsurance programs beginning June 1, 2023. This resulted in ceding commission income for the full year ended December 31, 2024, compared to only seven months of the year ended December 31, 2023. This was partially offset by increased external management fees and premium taxes related to the Company’s increased commercial lines gross written premium.

    General and administrative expenses increased by $7.2 million, or 19.1%, to $44.8 million for the year ended December 31, 2024, from $37.6 million for the year ended December 31, 2023, driven by increased overhead costs, such as amortization of capitalized software and salaries, as well as external spend for audit, actuarial and legal services.

    IIC Annual Results Highlights

    Net loss attributable to IIC totaled $1.3 million for the year ended December 31, 2024, compared to a net loss of $3.0 million for the year ended December 31, 2023. Drivers of the year-over-year decreased loss included: an increase in net premiums earned of $6.5 million, driven by an increase in gross premiums earned of $5.1 million, while ceded premiums earned decreased $1.4 million. This was partially offset by increased expenses of $3.9 million, driven by an increase in loss and LAE incurred of $2.6 million, which was driven by current year non-catastrophe losses, and an increase in general and administrative expenses of $853 thousand as the result of increased costs, such as software licensing costs and salary expenses. IIC’s policy acquisition costs also increased $426 thousand, driven by the increase in premiums described above.

    Reinsurance Costs as a Percentage of Gross Earned Premium

    Reinsurance costs as a percentage of gross earned premium in the fourth quarter of 2024 and 2023 were as follows:

           
      2024   2023
    Non-at-Risk (0.3) %   (0.2) %
    Quota Share (16.2) %   (31.4) %
    All Other (38.3) %   (37.4) %
    Total Ceding Ratio (54.8) %   (69.0) %
           

    Ceded premiums earned related to the Company’s catastrophe excess of loss contracts remained relatively flat quarter-over-quarter. The Company’s utilization of quota share reinsurance coverage resulted in less excess of loss coverage needed for the 2023-2024 catastrophe year; however, the cost savings associated with this reduction in necessary coverage were offset by rate increases on catastrophe excess of loss coverage for the same period. This utilization of quota share reinsurance coverage increased the Company’s ceding ratio overall during 2023. Effective June 1, 2024, the Company decreased its quota share reinsurance coverage from 40% to 20%, lowering the Company’s quota share ceding ratio and overall ceding ratio.

    Reinsurance costs as a percentage of gross earned premium in the fourth quarter of 2024 and 2023 for IIC, captured within discontinued operations, were as follows:

       
      IIC
      2024   2023
    Non-at-Risk (2.4) %   (2.7) %
    Quota Share — %   — %
    All Other (28.4) %   (20.9) %
    Total Ceding Ratio (30.8) %   (23.6) %
           

    Investment Portfolio Highlights

    The Company’s cash, restricted cash and investment holdings increased from $311.9 million at December 31, 2023, to $540.8 million at December 31, 2024. This increase is driven by positive cash flows from operations. The Company’s cash and investment holdings consist of investments in U.S. government and agency securities, corporate debt and investment grade money market instruments. Fixed maturities represented approximately 82.3% of total investments at December 31, 2024, compared to 89.4% of total investments at December 31, 2023. The Company’s fixed maturity investments had a modified duration of 2.2 years at December 31, 2024, compared to 3.4 years at December 31, 2023.

    Book Value Analysis

    Book value per common share increased 35.5% from $3.61 at December 31, 2023, to $4.89 at December 31, 2024. Underlying book value per common share increased 31.2% from $3.97 at December 31, 2023, to $5.21 at December 31, 2024. An increase in the Company’s retained earnings as a result of net income for the year ended December 31, 2024, drove the increase in the Company’s book value per share. As shown in the table below, removing the effect of Accumulated Other Comprehensive Income (“AOCI”), caused by capital market conditions, increases the Company’s book value per common share at December 31, 2024.

           
    ($ in thousands, except for share and per share data) December 31, 2024    December 31, 2023
     
    Book Value per Share      
    Numerator:      
    Common stockholders’ equity $ 235,660     $ 168,765  
    Denominator:      
    Total Shares Outstanding   48,204,962       46,777,006  
    Book Value Per Common Share $ 4.89     $ 3.61  
           
    Book Value per Share, Excluding the Impact of AOCI      
    Numerator:      
    Common stockholders’ equity $ 235,660     $ 168,765  
    Less: Accumulated other comprehensive loss   (15,666 )     (17,137 )
    Stockholders’ Equity, excluding AOCI $ 251,326     $ 185,902  
    Denominator:      
    Total Shares Outstanding   48,204,962       46,777,006  
    Underlying Book Value Per Common Share(1) $ 5.21     $ 3.97  
    (1) Underlying book value per common share is a non-GAAP financial measure and is reconciled above to book value per common share, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this press release can be found in the “Definitions of Non-GAAP Measures” section below.
       

    Conference Call Details

    About American Coastal Insurance Corporation

    American Coastal Insurance Corporation (amcoastal.com) is the holding company of the insurance carrier, American Coastal Insurance Company, which was founded in 2007 for the purpose of insuring Condominium and Homeowner Association properties, and apartments in the state of Florida. American Coastal Insurance Company has an exclusive partnership for distribution of Condominium Association properties in the state of Florida with AmRisc Group (amriscgroup.com), one of the largest Managing General Agents in the country specializing in hurricane-exposed properties. American Coastal Insurance Company has earned a Financial Stability Rating of “A”, “Exceptional” from Demotech, and maintains an “A-” insurance financial strength rating with a Stable outlook by Kroll. ACIC maintains a ‘BB+’ issuer rating with a Stable outlook by Kroll.

    Contact Information:
    Alexander Baty
    Vice President, Finance & Investor Relations, American Coastal Insurance Corp.
    investorrelations@amcoastal.com
    (727) 425-8076

    Karin Daly
    Investor Relations, Vice President, The Equity Group
    kdaly@equityny.com
    (212) 836-9623

    Definitions of Non-GAAP Measures

    The Company believes that investors’ understanding of ACIC’s performance is enhanced by the Company’s disclosure of the following non-GAAP measures. The Company’s methods for calculating these measures may differ from those used by other companies and therefore comparability may be limited.

    Net income (loss) excluding the effects of amortization of intangible assets, income (loss) from discontinued operations, realized gains (losses) and unrealized gains (losses) on equity securities, net of tax (core income (loss)) is a non-GAAP measure that is computed by adding amortization, net of tax, to net income (loss) and subtracting income (loss) from discontinued operations, net of tax, realized gains (losses) on the Company’s investment portfolio, net of tax, and unrealized gains (losses) on the Company’s equity securities, net of tax, from net income (loss). Amortization expense is related to the amortization of intangible assets acquired, including goodwill, through mergers and, therefore, the expense does not arise through normal operations. Investment portfolio gains (losses) and unrealized equity security gains (losses) vary independent of the Company’s operations. The Company believes it is useful for investors to evaluate these components both separately and in the aggregate when reviewing the Company’s performance. The most directly comparable GAAP measure is net income (loss). The core income (loss) measure should not be considered a substitute for net income (loss) and does not reflect the overall profitability of the Company’s business.

    Core return on equity is a non-GAAP ratio calculated using non-GAAP measures. It is calculated by dividing the core income (loss) for the period by the average stockholders’ equity for the trailing twelve months (or one quarter of such average, in the case of quarterly periods). Core income (loss) is an after-tax non-GAAP measure that is calculated by excluding from net income (loss) the effect of income (loss) from discontinued operations, net of tax, non-cash amortization of intangible assets, including goodwill, unrealized gains or losses on the Company’s equity security investments and net realized gains or losses on the Company’s investment portfolio. In the opinion of the Company’s management, core income (loss), core income (loss) per share and core return on equity are meaningful indicators to investors of the Company’s underwriting and operating results, since the excluded items are not necessarily indicative of operating trends. Internally, the Company’s management uses core income (loss), core income (loss) per share and core return on equity to evaluate performance against historical results and establish financial targets on a consolidated basis. The most directly comparable GAAP measure is return on equity. The core return on equity measure should not be considered a substitute for return on equity and does not reflect the overall profitability of the Company’s business.

    Combined ratio excluding the effects of current year catastrophe losses and prior year reserve development (underlying combined ratio) is a non-GAAP measure, that is computed by subtracting the effect of current year catastrophe losses and prior year development from the combined ratio. The Company believes that this ratio is useful to investors, and it is used by management to highlight the trends in the Company’s business that may be obscured by current year catastrophe losses and prior year development. Current year catastrophe losses cause the Company’s loss trends to vary significantly between periods as a result of their frequency of occurrence and severity and can have a significant impact on the combined ratio. Prior year development is caused by unexpected loss development on historical reserves. The Company believes it is useful for investors to evaluate these components both separately and in the aggregate when reviewing the Company’s performance. The most directly comparable GAAP measure is the combined ratio. The underlying combined ratio should not be considered as a substitute for the combined ratio and does not reflect the overall profitability of the Company’s business.

    Net loss and LAE excluding the effects of current year catastrophe losses and prior year reserve development (underlying loss and LAE) is a non-GAAP measure that is computed by subtracting the effect of current year catastrophe losses and prior year reserve development from net loss and LAE. The Company uses underlying loss and LAE figures to analyze the Company’s loss trends that may be impacted by current year catastrophe losses and prior year development on the Company’s reserves. As discussed previously, these two items can have a significant impact on the Company’s loss trends in a given period. The Company believes it is useful for investors to evaluate these components both separately and in the aggregate when reviewing the Company’s performance. The most directly comparable GAAP measure is net loss and LAE. The underlying loss and LAE measure should not be considered a substitute for net loss and LAE and does not reflect the overall profitability of the Company’s business.

    Book value per common share, excluding the impact of accumulated other comprehensive loss (underlying book value per common share), is a non-GAAP measure that is computed by dividing common stockholders’ equity after excluding accumulated other comprehensive income (loss), by total common shares outstanding plus dilutive potential common shares outstanding. The Company uses the trend in book value per common share, excluding the impact of accumulated other comprehensive income (loss), in conjunction with book value per common share to identify and analyze the change in net worth attributable to management efforts between periods. The Company believes this non-GAAP measure is useful to investors because it eliminates the effect of interest rates that can fluctuate significantly from period to period and are generally driven by economic and financial factors that are not influenced by management. Book value per common share is the most directly comparable GAAP measure. Book value per common share, excluding the impact of accumulated other comprehensive income (loss), should not be considered a substitute for book value per common share and does not reflect the recorded net worth of the Company’s business.

    Discontinued Operations

    On May 9, 2024, the Company entered into the Sale Agreement with Forza Insurance Holdings, LLC (“Forza”) in which ACIC will sell and Forza will acquire 100% of the issued and outstanding stock of the Company’s subsidiary, IIC. Forza’s application to acquire IIC was approved by the New York Department of Financial Services on February 13, 2025. The Company and Forza have agreed to close on April 1, 2025.

    In addition, on February 27, 2023, the Florida Department of Financial Services was appointed as receiver of the Company’s former subsidiary, UPC. As such, prior year financial results and Consolidated Balance Sheet components have been reclassified to reflect continuing and discontinued operations appropriately.

    Forward-Looking Statements

    Statements made in this press release, or on the conference call identified above, and otherwise, that are not historical facts are “forward-looking statements”. The Company believes these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions, or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those expressed in, or implied by, the forward-looking statements. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words such as “may,” “will,” “expect,” “endeavor,” “project,” “believe,” “plan,” “anticipate,” “intend,” “could,” “would,” “estimate” or “continue” or the negative variations thereof or comparable terminology. Factors that could cause actual results to differ materially may be found in the Company’s filings with the U.S. Securities and Exchange Commission, in the “Risk Factors” section in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date on which they are made, and, except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements.

           
    Consolidated Statements of Comprehensive Income
    In thousands, except share and per share amounts
           
      Three Months Ended   Year Ended
      December 31,   December 31,
        2024       2023       2024       2023  
    REVENUE:              
    Gross premiums written $ 140,739     $ 128,260     $ 647,805     $ 635,709  
    Change in gross unearned premiums   21,971       30,834       (9,197 )     (31,026 )
    Gross premiums earned   162,710       159,094       638,608       604,683  
    Ceded premiums earned   (89,218 )     (109,953 )     (364,618 )     (342,623 )
    Net premiums earned   73,492       49,141       273,990       262,060  
    Net investment income   5,321       2,075       20,795       8,300  
    Net realized investment losses         (2 )     (124 )     (6,789 )
    Net unrealized gains on equity securities   454       22       1,996       814  
    Other revenue         15             15  
    Total revenues $ 79,267     $ 51,251     $ 296,657     $ 264,400  
    EXPENSES:              
    Losses and loss adjustment expenses   29,794       6,710       69,319       46,678  
    Policy acquisition costs   26,514       13,138       70,990       75,436  
    General and administrative expenses   11,277       9,561       44,756       37,559  
    Interest expense   2,784       2,719       11,996       10,875  
    Total expenses   70,369       32,128       197,061       170,548  
    Income before other income   8,898       19,123       99,596       93,852  
    Other income (loss)   (11 )     1,071       2,063       2,228  
    Income before income taxes   8,887       20,194       101,659       96,080  
    Provision for income taxes   3,019       2,814       25,340       10,876  
    Income from continuing operations, net of tax $ 5,868     $ 17,380     $ 76,319     $ 85,204  
    Income (loss) from discontinued operations, net of tax   (922 )     (3,096 )     (601 )     224,707  
    Net income $ 4,946     $ 14,284     $ 75,718     $ 309,911  
    OTHER COMPREHENSIVE INCOME:              
    Change in net unrealized gains (losses) on investments   (4,049 )     6,696       3,355       5,998  
    Reclassification adjustment for net realized investment losses         2       124       6,808  
    Income tax benefit related to items of other comprehensive income                      
    Total comprehensive income $ 897     $ 20,982     $ 79,197     $ 322,717  
                   
    Weighted average shares outstanding              
    Basic   48,095,488       44,713,148       47,831,412       43,596,432  
    Diluted   49,589,458       45,712,715       49,362,985       44,388,804  
                   
    Earnings available to ACIC common stockholders per share              
    Basic              
    Continuing operations $ 0.12     $ 0.39     $ 1.60     $ 1.96  
    Discontinued operations   (0.02 )     (0.07 )     (0.01 )     5.15  
    Total $ 0.10     $ 0.32     $ 1.59     $ 7.11  
    Diluted              
    Continuing operations $ 0.12     $ 0.38     $ 1.55     $ 1.92  
    Discontinued operations   (0.02 )     (0.07 )     (0.01 )     5.06  
    Total $ 0.10     $ 0.31     $ 1.54     $ 6.98  
                   
    Dividends declared per share $ 0.50     $     $ 0.50     $  
                                   
                                   
           
    Consolidated Balance Sheets
    In thousands, except share amounts
           
      December 31, 2024   December 31, 2023
    ASSETS      
    Investments, at fair value:      
    Fixed maturities, available-for-sale $ 281,001     $ 138,387  
    Equity securities   36,794        
    Other investments   23,623       16,487  
    Total investments $ 341,418     $ 154,874  
    Cash and cash equivalents   137,036       138,930  
    Restricted cash   62,357       18,070  
    Accrued investment income   2,964       1,767  
    Property and equipment, net   5,736       3,658  
    Premiums receivable, net   46,564       45,924  
    Reinsurance recoverable on paid and unpaid losses   263,419       340,820  
    Ceded unearned premiums   160,893       155,301  
    Goodwill   59,476       59,476  
    Deferred policy acquisition costs   40,282       21,149  
    Intangible assets, net   5,908       8,548  
    Other assets   16,816       36,718  
    Assets held for sale   73,243       77,143  
    Total Assets $ 1,216,112     $ 1,062,378  
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Liabilities:      
    Unpaid losses and loss adjustment expenses $ 322,087     $ 347,738  
    Unearned premiums   285,354       276,157  
    Reinsurance payable on premiums   83,130        
    Payments outstanding   699       706  
    Accounts payable and accrued expenses   86,140       74,783  
    Operating lease liability   3,323       739  
    Other liabilities   757       672  
    Notes payable, net   149,020       148,688  
    Liabilities held for sale   49,942       44,130  
    Total Liabilities $ 980,452     $ 893,613  
    Commitments and contingencies      
    Stockholders’ Equity:      
    Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued or outstanding          
    Common stock, $0.0001 par value; 100,000,000 shares authorized; 48,417,045 and 46,989,089 issued, respectively; 48,204,962 and 46,777,006 outstanding, respectively   5       5  
    Additional paid-in capital   436,524       423,717  
    Treasury shares, at cost; 212,083 shares   (431 )     (431 )
    Accumulated other comprehensive loss   (15,666 )     (17,137 )
    Retained earnings (deficit)   (184,772 )     (237,389 )
    Total Stockholders’ Equity $ 235,660     $ 168,765  
    Total Liabilities and Stockholders’ Equity $ 1,216,112     $ 1,062,378  

    The MIL Network

  • MIL-OSI: ARRAY Technologies, Inc. Reports Financial Results for the Fourth Quarter and Full Year 2024

    Source: GlobeNewswire (MIL-OSI)

    Fourth Quarter 2024 Financial Highlights

    • Revenue of $275.2 million
    • Gross Margin of 28.5%
    • Adjusted gross margin(1) of 29.8%
    • Net loss to common shareholders of $(141.2) million
      • Net loss to common shareholders inclusive of $74.0 million non-cash goodwill impairment charge and $91.9 million non-cash long-lived intangible asset write-down associated with the 2022 STI acquisition
    • Adjusted EBITDA(1) of $45.2 million
    • Net loss per basic and diluted share of $(0.93)
    • Adjusted net income per diluted share(1) of $0.16

    Full Year 2024 Financial Highlights

    • Revenue of $915.8 million
    • Gross Margin of 32.5%
    • Adjusted gross margin (1) of 34.1%
    • Net loss to common shareholders of $(296.1) million
      • Net loss to common shareholders inclusive of $236.0 million non-cash goodwill impairment charge and $91.9 million non-cash long-lived intangible asset write-down associated with the 2022 STI acquisition
    • Adjusted EBITDA(1) of $173.6 million
    • Net loss per basic and diluted share of $(1.95)
    • Adjusted net income per diluted share(1) of $0.60
    • Free cash flow(1) of $135.4 million
    • Total executed contracts and awarded orders at December 31, 2024 were $2.0 billion

    ALBUQUERQUE, N.M., Feb. 27, 2025 (GLOBE NEWSWIRE) — ARRAY Technologies (NASDAQ: ARRY) (“ARRAY” or the “Company”), a global leader in utility-scale solar tracking, today announced financial results for its fourth quarter and full year ended December 31, 2024.

    “ARRAY delivered strong fourth quarter and full year 2024 results, we exceeded the mid-point of our fourth quarter revenue guidance and achieved record gross margin on the full year. Our ongoing focus on operational execution continues to translate into robust profitability and healthy cash flow. We finished 2024 with an orderbook of $2 billion, representing 10% year-on-year growth. We are pleased with our results, which delivered significant progress in both market share and commercial growth. Thank you to our employees for their continued focus and hard work. Additionally, we are on track to deliver 100% domestic content solar trackers by the first half of 2025. Our OmniTrack™ product continues to gain traction in the market, and now accounts for over 20% of our orderbook. We are excited about our investment in Swap Robotics, a disruptive technology driving automation in PV installations. We believe the integration of Swap Robotics technology into our product portfolio will drive project efficiencies and cost savings for our customers,” said Chief Executive Officer, Kevin G. Hostetler.

    Mr. Hostetler continued, “While persistent headwinds, including permitting and interconnection delays, shortages of high-voltage circuit breakers and transformers, and labor constraints—continue to impact project timelines in the United States, we experienced the market stabilizing by year-end, in contrast to the delays experienced in the middle of the year. In Europe, we anticipate modest growth in 2025 as we are well positioned to capture additional market share. However, in Brazil, macro factors such as currency devaluation, volatile interest rates, and newly introduced tariffs on solar components have impacted growth. For 2025, at the midpoint of our guidance, ARRAY expects to deliver over 20% year-over-year revenue growth. We are optimistic about future demand growth for utility-scale solar energy both domestically and internationally and confident that our value proposition in the industry will continue to propel growth for years to come.”

    First Quarter and Full Year 2025 Guidance

    Given the uncertainty in the utility-scale solar energy market and headwinds we experienced during 2024 which pushed out project timelines, we are providing guidance for the first quarter of 2025. It is not our intention to provide quarterly guidance in the future. For the quarter ending March 31, 2025, the Company expects:

    • Revenue to be in the range of $260 million to $270 million
    • Adjusted EBITDA margin(2) to be in the range of 11% to 13%

    For the year ending December 31, 2025, the Company expects:

    • Revenue to be in the range of $1.05 billion to $1.15 billion
    • Adjusted EBITDA(2) to be in the range of $180 million to $200 million
    • Adjusted net income per share(2) to be in the range of $0.60 to $0.70

    Supplemental Presentation and Conference Call Information

    ARRAY has posted a supplemental presentation to its website, which will be discussed during the conference call hosted by management today (February 27, 2025) at 5:00 p.m. (ET). The conference call can be accessed live over the phone by dialing (877)-869-3847 (domestic) or (201)-689-8261 (international) and entering the passcode 13750627 or via webcast of the live conference call by logging onto the Investor Relations sections of the Company’s website at http://ir.arraytechinc.com. A telephonic replay will be available approximately three hours after the call by dialing (877)-660-6853 (domestic), or (201)-612-7415 (international) with the passcode 13750627. The replay will be available until 11:59 p.m. (ET) on March 13, 2025. The online replay will be available for 30 days on the same website immediately following the call.

    About ARRAY Technologies, Inc.

    ARRAY Technologies (NASDAQ: ARRY) is a leading global provider of solar tracking technology to utility-scale and distributed generation customers, who construct, develop, and operate solar PV sites. With solutions engineered to withstand the harshest weather conditions, ARRAY’s high-quality solar trackers, software platforms and field services combine to maximize energy production and deliver value to our customers for the entire lifecycle of a project. Founded and headquartered in the United States, ARRAY is rooted in manufacturing and driven by technology – relying on its domestic manufacturing, diversified global supply chain, and customer-centric approach to design, deliver, commission, train, and support solar energy deployment around the world. For more news and information on ARRAY, please visit arraytechinc.com.

    Investor Relations Contact:
    Keith Jennings
    505-437-0010
    investors@arraytechinc.com

    Media Contact:
    Nicole Stewart
    505-589-8257

    Forward-Looking Statements

    This press release contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology or product developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “anticipates,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” “designed to” or similar expressions and the negatives of those terms.

    ARRAY’s actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks, uncertainties and other factors, including without limitation: changes in growth or rate of growth in demand for solar energy projects; competitive pressures within our industry; factors affecting viability and demand for solar energy, including but not limited to, the retail price of electricity, availability of in-demand components like high voltage breakers, various policies related to the permitting and interconnection costs of solar plants, and the availability of incentives for solar energy and solar energy production systems, which makes it difficult to predict our future prospects; competition from conventional and renewable energy sources; a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment; a drop in the price of electricity derived from the utility grid or from alternative energy sources; fluctuations in our results of operations across fiscal periods, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations; any increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets, which could make it difficult for customers to finance the cost of a solar energy system; existing electric utility industry policies and regulations, and any subsequent changes or new related policies and regulations, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems, which may significantly reduce demand for our products or harm our ability to compete; the interruption of the flow of materials from international vendors, which could disrupt our supply chain, including as a result of the imposition of new and/or additional duties, tariffs and other charges or restrictions on imports and exports; changes in the global trade environment, including the imposition of import tariffs or other import restrictions; geopolitical, macroeconomic and other market conditions unrelated to our operating performance including but not limited to a pandemic, the Ukraine-Russia war, attacks on shipping in the Red Sea, conflict in the Middle East, and inflation and interest rates; our ability to convert our orders in backlog into revenue; the reduction, elimination or expiration, or our failure to optimize the benefits of government incentives for, or regulations mandating the use of, renewable energy and solar energy, particularly in relation to our competitors; failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary right; delays in construction projects and any failure to manage our inventory; significant changes in the cost of raw materials; disruptions to transportation and logistics, including increases in shipping costs; defects or performance problems in our products, which could result in loss of customers, reputational damage and decreased revenue; delays, disruptions or quality control problems in our product development operations; our ability to retain our key personnel or failure to attract additional qualified personnel; additional business, financial, regulatory and competitive risks due to our continued planned expansion into new markets; cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive data or theft of confidential information; a failure to maintain an effective system of integrated internal controls over financial reporting; our substantial indebtedness, risks related to actual or threatened public health epidemics, pandemics, outbreaks or crises; changes to laws and regulations, including changes to tax laws and regulations, that are applied adversely to us or our customers, including our ability to optimize those changes brought about by the passage of the Inflation Reduction Act or any repeal thereof; and the other risks and uncertainties described in more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the SEC, each of which can be found on our website, www.arraytechinc.com.

    Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

    Non-GAAP Financial Information

    This press release includes certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA, Adjusted net income, Adjusted net income per share, Adjusted general and administrative expense and Free cash flow.

    We define Adjusted gross profit as gross profit plus (i) amortization of developed technology and (ii) other costs if applicable. We define Adjusted gross margin as Adjusted gross profit as a percentage of revenue. We define Adjusted EBITDA as net income (loss) plus (i) other expense, net, (ii) foreign currency (gain) loss, net, (iii) preferred dividends and accretion, (iv) interest expense, (v) income tax (benefit) expense, (vi) depreciation expense, (vii) amortization of intangibles, (viii) amortization of developed technology, (ix) equity-based compensation, (x) change in fair value of contingent consideration, (xi) impairment of long-lived assets, (xii) goodwill impairment, (xiii) certain legal expenses, and (xiv) other costs. We define Adjusted net income as net income (loss) to common shareholders plus (i) amortization of intangibles, (ii) amortization of developed technology, (iii) amortization of debt discount and issuance costs (iv) preferred accretion, (v) equity-based compensation, (vi) change in fair value of contingent consideration, (vii) impairment of long-lived assets, (viii) goodwill impairment, (ix) certain legal expenses, (x) other costs, and (xi) income tax (benefit) expense adjustments. We define Adjusted general and administrative expense as general and administrative expense less (i) equity based compensation, (ii) certain legal expenses, (iii) other costs and (iv) income tax expense adjustments. We define Free cash flow as Cash provided by (used in) operating activities less purchase of property, plant and equipment and cash payments for the acquisition of right-of-use assets.

    A detailed reconciliation between GAAP results and results excluding special items (“non-GAAP”) is included within this presentation. We calculate net income (loss) per share as net income (loss) to common shareholders divided by the basic and diluted weighted average number of shares outstanding for the applicable period and we define Adjusted net income per share as Adjusted net income (as detailed above) divided by the basic and diluted weighted average number of shares outstanding for the applicable period.

    We believe that these non-GAAP financial measures are provided to enhance the reader’s understanding of our past financial performance and our prospects for the future. Our management team uses these non-GAAP financial measures in assessing the Company’s performance, as well as in planning and forecasting future periods. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies.

    Among other limitations, Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA and Adjusted net income do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; do not reflect income tax expense or benefit; and other companies in our industry may calculate Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA and Adjusted net income differently than we do, which limits their usefulness as comparative measures. Because of these limitations, Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA and Adjusted net income should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP.

    We compensate for these limitations by relying primarily on our GAAP results and using Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA and Adjusted net income on a supplemental basis.

    You should review the reconciliation of gross profit to Adjusted gross profit and net income (loss) to Adjusted EBITDA and Adjusted net income below and not rely on any single financial measure to evaluate our business.

    (1) A reconciliation of the most comparable GAAP measure to its Non-GAAP measure is included below.
    (2) A reconciliation of projected Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA and Adjusted net income per share, which are forward-looking measures that are not prepared in accordance with GAAP, to the most directly comparable GAAP financial measures, is not provided because we are unable to provide such reconciliation without unreasonable effort. The inability to provide a quantitative reconciliation is due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which the components of the applicable GAAP measures and non-GAAP adjustments may be recognized. The GAAP measures may include the impact of such items as non-cash share-based compensation, revaluation of the fair-value of our contingent consideration, and the tax effect of such items, in addition to other items we have historically excluded from Adjusted EBITDA and Adjusted net income per share. We expect to continue to exclude these items in future disclosures of these non-GAAP measures and may also exclude other similar items that may arise in the future (collectively, “non-GAAP adjustments”). The decisions and events that typically lead to the recognition of non-GAAP adjustments are inherently unpredictable as to if or when they may occur. As such, for our 2025 outlook, we have not included estimates for these items and are unable to address the probable significance of the unavailable information, which could be material to future results.

    Array Technologies, Inc. and Subsidiaries
    Consolidated Balance Sheets (unaudited)
    (in thousands, except per share and share amounts)
     
      December 31,
        2024       2023  
    ASSETS
    Current assets      
    Cash and cash equivalents $ 362,992     $ 249,080  
    Restricted cash   1,149        
    Accounts receivable, net   275,838       332,152  
    Inventories   200,818       161,964  
    Prepaid expenses and other   157,927       89,085  
    Total current assets   998,724       832,281  
           
    Property, plant and equipment, net   26,222       27,893  
    Goodwill   160,189       435,591  
    Other intangible assets, net   181,409       354,389  
    Deferred income tax assets   17,754       15,870  
    Other assets   41,701       40,717  
    Total assets $ 1,425,999     $ 1,706,741  
           
    LIABILITIES, REDEEMABLE PERPETUAL PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
    Current liabilities      
    Accounts payable $ 172,368     $ 119,498  
    Accrued expenses and other   91,183       70,211  
    Accrued warranty reserve   2,063       2,790  
    Income tax payable   5,227       5,754  
    Deferred revenue   119,775       66,488  
    Current portion of contingent consideration   1,193       1,427  
    Current portion of debt   30,714       21,472  
    Other current liabilities   15,291       48,051  
    Total current liabilities   437,814       335,691  
           
    Deferred income tax liabilities   21,398       66,858  
    Contingent consideration, net of current portion   7,868       8,936  
    Other long-term liabilities   18,684       20,428  
    Long-term warranty   4,830       3,372  
    Long-term debt, net of current portion   646,570       660,948  
    Total liabilities   1,137,164       1,096,233  
           
    Commitments and contingencies (Note 16)      
           
    Series A Redeemable Perpetual Preferred Stock: $0.001 par value; 500,000 shares authorized; 460,920 and 432,759 issued, respectively; liquidation preference of $493.1 million at both dates   406,931       351,260  
           
    Stockholders’ equity      
    Preferred stock $0.001 par value – 4,500,000 shares authorized; none issued at respective dates          
    Common stock $0.001 par value – 1,000,000,000 shares authorized; 151,951,652 and 151,242,120 shares issued at respective dates   151       151  
    Additional paid-in capital   297,780       344,517  
    Accumulated deficit   (370,624 )     (130,230 )
    Accumulated other comprehensive income (loss)   (45,403 )     44,810  
    Total stockholders’ equity   (118,096 )     259,248  
    Total liabilities, redeemable perpetual preferred stock and stockholders’ equity $ 1,425,999     $ 1,706,741  
    Array Technologies, Inc. and Subsidiaries
    Consolidated Statements of Operations (unaudited)
    (in thousands, except per share amounts)
     
      Three Months Ended
    December 31,
      Year Ended
    December 31,
        2024       2023       2024       2023  
    Revenue $ 275,232     $ 341,615     $ 915,807     $ 1,576,551  
    Cost of revenue:              
    Cost of product and service revenue   193,273       253,746       603,572       1,146,442  
    Amortization of developed technology   3,640       3,640       14,558       14,558  
    Total cost of revenue   196,913       257,386       618,130       1,161,000  
    Gross profit   78,319       84,229       297,677       415,551  
                   
    Operating expenses:              
    General and administrative   45,663       43,710       160,567       159,535  
    Change in fair value of contingent consideration   396       732       125       2,964  
    Depreciation and amortization   8,702       9,567       36,086       38,928  
    Long-lived assets impairment   91,904             91,904      
    Goodwill impairment   74,000             236,000        
    Total operating expenses   220,665       54,009       524,682       201,427  
                   
    (Loss) income from operations   (142,346 )     30,220       (227,005 )     214,124  
                   
    Other income (expense), net   654       (888 )     (1,008 )     (1,015 )
    Interest income   4,092       2,206       16,777       8,330  
    Foreign currency (loss) gain, net   (3,442 )     (326 )     (4,515 )     (53 )
    Interest expense   (9,007 )     (8,857 )     (34,825 )     (44,229 )
    Total other (expense) income   (7,703 )     (7,865 )     (23,571 )     (36,967 )
                   
    (Loss) income before income tax expense (benefit)   (150,049 )     22,355       (250,576 )     177,157  
    Income tax (benefit) expense   (23,146 )     3,013       (10,182 )     39,917  
    Net (loss) income   (126,903 )     19,342       (240,394 )     137,240  
    Preferred dividends and accretion   14,338       13,332       55,670       51,691  
    Net (loss) income to common shareholders $ (141,241 )   $ 6,010     $ (296,064 )   $ 85,549  
                   
    (Loss) income per common share              
    Basic $ (0.93 )   $ 0.04     $ (1.95 )   $ 0.57  
    Diluted $ (0.93 )   $ 0.04     $ (1.95 )   $ 0.56  
                   
    Weighted average common shares outstanding              
    Basic   151,944       151,175       151,754       150,942  
    Diluted   151,944       152,110       151,754       152,022  
    Array Technologies, Inc. and Subsidiaries
    Consolidated Statements of Cash Flows (unaudited)
    (in thousands)
     
      Three Months Ended
    December 31,
      Year Ended
    December 31,
        2024       2023       2024       2023  
    Operating activities:              
    Net income (loss) $ (126,903 )   $ 19,342     $ (240,394 )   $ 137,240  
    Adjustments to net income (loss):              
    Goodwill impairment   74,000             236,000        
    Impairment of long-lived assets   91,904             91,904        
    Provision for bad debts   (1,357 )     2,644       2,058       2,527  
    Deferred tax benefit   (30,371 )     (6,534 )     (37,650 )     (8,862 )
    Depreciation and amortization   9,206       9,950       38,221       40,268  
    Amortization of developed technology   3,640       3,640       14,558       14,558  
    Amortization of debt discount and issuance costs   1,435       1,447       6,087       10,570  
    Gain on debt refinancing         (457 )           (457 )
    Equity-based compensation   3,498       2,845       10,349       14,540  
    Change in fair value of contingent consideration   396       732       125       2,964  
    Warranty provision   3,127       1,075       3,163       4,666  
    Write-down of inventories   442       1,844       2,923       6,431  
    Changes in operating assets and liabilities, net of business acquisition:              
    Accounts receivable   (442 )     99,164       41,423       92,800  
    Inventories   (14,823 )     54,189       (44,787 )     66,743  
    Income tax receivables   33       (3,156 )     (4,112 )     9  
    Prepaid expenses and other   (24,505 )     (8,700 )     (69,708 )     (10,840 )
    Accounts payable   24,475       (52,097 )     58,180       (37,654 )
    Accrued expenses and other   34,492       (10,019 )     (436 )     5,325  
    Income tax payable   3,790       2,666       (863 )     1,936  
    Lease liabilities   (2,894 )     9,227       (8,624 )     1,177  
    Deferred revenue   8,443       (33,821 )     55,563       (111,986 )
    Net cash provided by operating activities   57,586       93,981       153,980       231,955  
    Investing activities              
    Purchase of property, plant and equipment   (1,701 )     (5,374 )     (7,305 )     (16,989 )
    Retirement/disposal of property, plant and equipment   (4 )     168       34       168  
    Cash payments for the acquisition of right-of-use assets   (11,276 )           (11,276 )      
    SAFE Investment   (3,000 )           (3,000 )      
    Sale of equity investment               11,975        
    Net cash used in investing activities   (15,981 )     (5,206 )     (9,572 )     (16,821 )
    Financing activities              
    Series A equity issuance costs                     (1,509 )
    Tax withholding related to vesting of equity-based compensation   (18 )           (1,752 )      
    Proceeds from issuance of other debt   74,035       2,795       93,059       63,311  
    Principal payments on term loan facility   (1,075 )     (1,075 )     (4,300 )     (74,300 )
    Principal payments on other debt   (72,545 )     (19,039 )     (97,424 )     (88,063 )
    Contingent consideration payments               (1,427 )     (1,200 )
    Net cash used in financing activities   397       (17,319 )     (11,844 )     (101,761 )
    Effect of exchange rate changes on cash and cash equivalent balances   (10,233 )     3,614       (17,503 )     1,806  
    Net change in cash and cash equivalents   31,769       75,070       115,061       115,179  
    Cash and cash equivalents and restricted cash, beginning of period   332,372       174,010       249,080       133,901  
    Cash and cash equivalents and restricted cash, end of period $ 364,141     $ 249,080     $ 364,141     $ 249,080  
                   
    Supplemental cash flow information              
    Cash paid for interest $ 8,989     $ 8,995     $ 38,655     $ 43,949  
    Cash paid for income taxes (net of refunds) $ 2,746     $ 9,145     $ 27,966     $ 45,942  
                   
    Non-cash investing and financing              
    Dividends accrued on Series A $ (13,668 )   $ 6,803     $ 7,246     $ 26,370  
    Array Technologies, Inc.
    Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income, General and Administrative Expense, and Free Cash Flow Reconciliation (unaudited)
    (in thousands, except per share amounts)
     

    The following table reconciles Gross profit to Adjusted gross profit:

      Three Months Ended
    December 31,
      Year Ended
    December 31,
        2024       2023       2024       2023  
    Revenue   275,232       341,615       915,807       1,576,551  
    Cost of revenue   196,913       257,386       618,130       1,161,000  
    Gross profit   78,319       84,229       297,677       415,551  
    Gross margin   28.5 %     24.7 %     32.5 %     26.4 %
                   
    Amortization of developed technology   3,640       3,640       14,558       14,558  
    Adjusted gross profit   81,959       87,869       312,235       430,109  
    Adjusted gross margin   29.8 %     25.7 %     34.1 %     27.3 %
     

    The following table reconciles Net income to Adjusted EBITDA:

      Three Months Ended
    December 31,
      Year Ended
    December 31,
        2024       2023       2024       2023  
    Net (loss) income $ (126,903 )   $ 19,342     $ (240,394 )   $ 137,240  
    Preferred dividends and accretion   14,338       13,332       55,670       51,691  
    Net (loss) income to common shareholders $ (141,241 )   $ 6,010     $ (296,064 )   $ 85,549  
    Other expense, net   (4,746 )     (1,318 )     (15,769 )     (7,315 )
    Foreign currency loss (gain), net   3,442       326       4,515       53  
    Preferred dividends and accretion   14,338       13,332       55,670       51,691  
    Interest expense   9,007       8,857       34,825       44,229  
    Income tax (benefit) expense   (23,146 )     3,013       (10,182 )     39,917  
    Depreciation expense   1,140       772       4,410       2,669  
    Amortization of intangibles   8,142       9,186       33,811       37,607  
    Amortization of developed technology   3,640       3,640       14,558       14,558  
    Equity-based compensation   3,498       2,648       10,349       14,578  
    Change in fair value of contingent consideration   396       732       125       2,964  
    Long-lived assets impairment   91,904             91,904        
    Goodwill impairment   74,000             236,000        
    Certain legal expenses(a)   2,240       244       6,773       898  
    Other costs(b)   2,586       736       2,628       736  
    Adjusted EBITDA $ 45,200     $ 48,178     $ 173,553     $ 288,134  
     

    (a) Represents certain legal fees and other related costs associated with (i) Actions filed against the company and certain officers and directors alleging violations of the Securities Exchange Acts of 1934 and 1933, which litigation was dismissed with prejudice by the Court on May 19, 2023 and subsequently appealed. The appeal has been fully briefed, argued, and the Company is awaiting a decision, and (ii) legal and success fees related to a regional tax dispute for a period prior to the acquisition of STI, and (iii) other litigation and legal matters. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.

    (b) For the three months ended December 31, 2024, other costs represent costs related to the settlement of a regional tax dispute for a period prior to the acquisition of STI. For the twelve months ended December 31, 2024, other costs also include costs related to Capped-Call accounting treatment evaluation and the settlement of a regional tax dispute. For the three months ended December 31, 2023, other costs represent costs related to Capped-Call accounting treatment evaluation.

    The following table reconciles Net income to Adjusted net income:

      Three Months Ended
    December 31,
      Year Ended
    December 31,
        2024       2023       2024       2023  
    Net (loss) income $ (126,903 )   $ 19,342     $ (240,394 )   $ 137,240  
    Preferred dividends and accretion   14,338       13,332       55,670       51,691  
    Net (loss) income to common shareholders $ (141,241 )   $ 6,010     $ (296,064 )   $ 85,549  
    Amortization of intangibles   8,142       9,187       33,811       37,607  
    Amortization of developed technology   3,640       3,640       14,558       14,558  
    Amortization of debt discount and issuance costs   1,547       1,447       6,199       10,570  
    Preferred accretion   7,093       6,528       27,510       25,320  
    Equity based compensation   3,498       2,648       10,349       14,578  
    Change in fair value of contingent consideration   396       732       125       2,964  
    Impairment of long-lived assets   91,904             91,904        
    Goodwill impairment   74,000             236,000        
    Certain legal expenses(a)   2,240       244       6,773       898  
    Other costs(b)   2,586       736       2,628       736  
    Income tax expense adjustments(c)   (28,688 )     (4,757 )     (42,596 )     (20,863 )
    Adjusted net income $ 25,117     $ 26,415     $ 91,197     $ 171,917  
                   
    (Loss) income per common share              
    Basic $ (0.93 )   $ 0.04     $ (1.95 )   $ 0.57  
    Diluted $ (0.93 )   $ 0.04     $ (1.95 )   $ 0.56  
    Weighted average number of common shares outstanding              
    Basic   151,944       151,175       151,754       150,942  
    Diluted   151,944       152,110       151,754       152,022  
                   
    Adjusted net income per common share              
    Basic $ 0.17     $ 0.17     $ 0.60     $ 1.14  
    Diluted $ 0.16     $ 0.17     $ 0.60     $ 1.13  
    Weighted average number of common shares outstanding              
    Basic   151,944       151,175       151,754       150,942  
    Diluted   152,255       152,110       152,285       152,022  
     

    (a) Represents certain legal fees and other related costs associated with (i) Actions filed against the company and certain officers and directors alleging violations of the Securities Exchange Acts of 1934 and 1933, which litigation was dismissed with prejudice by the Court on May 19, 2023 and subsequently appealed. The appeal has been fully briefed, argued, and the Company is awaiting a decision, and (ii) legal and success fees related to a regional tax dispute for a period prior to the acquisition of STI and (iii) other litigation and legal matters. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.

    (b) For the three months ended December 31, 2024, other costs represent costs related to the settlement of a regional tax dispute for a period prior to the acquisition of STI. For the twelve months ended December 31, 2024, other costs also include costs related to Capped-Call accounting treatment evaluation and the settlement of a tax dispute. For the three months ended December 31, 2023, other costs represent costs related to Capped-Call accounting treatment evaluation.

    (c) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.

    The following table reconciles General and administrative expense to Adjusted general and administrative expense:

           
      Three Months Ended
    December 31,
      Year Ended
    December 31,
        2024       2023       2024       2023  
    General and administrative expense   45,663       43,710       160,567       159,535  
    Equity based compensation   3,498       2,648       10,349       14,578  
    Certain legal expenses(a)   2,240       244       6,773       898  
    Other costs(b)   2,586       736       2,628       736  
    Income tax expense adjustments(c)   (28,688 )     (4,757 )     (42,596 )     (20,863 )
    Adjusted general and administrative expense   25,299       42,581       137,721       154,884  
     

    (a) Represents certain legal fees and other related costs associated with (i) Actions filed against the company and certain officers and directors alleging violations of the Securities Exchange Acts of 1934 and 1933, which litigation was dismissed with prejudice by the Court on May 19, 2023 and subsequently appealed. The appeal has been fully briefed, argued, and the Company is awaiting a decision, and (ii) legal and success fees related to a regional tax dispute for a period prior to the acquisition of STI and (iii) other litigation and legal matters. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.

    (b) For the three months ended December 31, 2024, other costs represent costs related to the settlement of a regional tax dispute for a period prior to the acquisition of STI. For the twelve months ended December 31, 2024, other costs also include costs related to Capped-Call accounting treatment evaluation and the settlement of a tax dispute. For the Three months ended December 31, 2023, other costs represent costs related to Capped-Call accounting treatment evaluation.

    (c) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.

    The following table reconciles new cash provided by operating activities to Free cash flow:

      Three Months Ended
    December 31,
      Year Ended
    December 31,
        2024       2023       2024       2023  
    Net cash provided by operating activities   57,586       93,981       153,980       231,955  
    Purchase of property, plant and equipment   (1,701 )     (5,374 )     (7,305 )     (16,989 )
    Cash payments for the acquisition of right-of-use assets   (11,276 )           (11,276 )      
    Free cash flow   44,609       88,607       135,399       214,966  

    The MIL Network

  • MIL-OSI: Definitive Healthcare Reports Financial Results for Fourth Quarter and Full Fiscal Year 2024

    Source: GlobeNewswire (MIL-OSI)

    FRAMINGHAM, Mass., Feb. 27, 2025 (GLOBE NEWSWIRE) — Definitive Healthcare Corp. (“Definitive Healthcare” or the “Company”) (Nasdaq: DH), an industry leader in healthcare commercial intelligence, today announced financial results for the quarter and full year ended December 31, 2024. 

    Fourth Quarter 2024 Financial Highlights:

    • Revenue was $62.3 million, a decrease of 6% from $65.9 million in Q4 2023. 
    • Net Loss, inclusive of goodwill impairment charges of $97.1 million, was $(84.7) million, or (136)% of revenue, compared to $(13.4) million or (20)% of revenue in Q4 2023.  
    • Adjusted Net Income was $12.6 million, compared to $10.6 million in Q4 2023.   
    • Adjusted EBITDA was $17.5 million, or 28% of revenue, compared to $19.8 million, or 30% of revenue in Q4 2023.  
    • Cash Flow from Operations was $8.1 million in the quarter.
    • Unlevered Free Cash Flow was $(1.6) million in the quarter.

    Full Year 2024 Financial Highlights:

    • Revenue was $252.2 million, compared to $251.4 million for the full year 2023. 
    • Net Loss, inclusive of goodwill impairment charges of $688.9 million, was $(591.4) million, or (235)% of revenue, compared to $(289.6) million, inclusive of goodwill impairment charges of $287.4 million, or (115)% of revenue for the full year 2023.  
    • Adjusted Net Income was $55.1 million, compared to $46.7 million for the full year 2023.   
    • Adjusted EBITDA was $79.1 million, or 31% of revenue, compared to $74.5 million, or 30% of revenue for the full year 2023.  
    • Cash Flow from Operations was $58.2 million for the full year 2024, up 41% from $41.2 million for the full year 2023.
    • Unlevered Free Cash Flow was $72.5 million for the full year 2024, up 6% from $68.6 million for the full year 2023.

    “Revenue and adjusted EBITDA were above the high end of our guided ranges despite challenging commercial conditions,” said Kevin Coop, CEO of Definitive Healthcare. “We executed on delivering new business growth, securing new logos and expanding relationships with existing customers through upsell and cross-sell opportunities. We are committed to building on this momentum as we move into 2025.

    “I’m also pleased to announce that after a thorough search process, Casey Heller, our Senior Vice President of Finance, will assume the role of Chief Financial Officer, effective on June 2, 2025. We expect a smooth transition as she is already responsible for a significant portion of the company’s financial functions, including all aspects of commercial and operational finance, FP&A, and investor relations. In addition, Rick Booth will continue to serve as CFO until early June to give us time to backfill Casey’s current position and enable her to hit the ground running as CFO with a full team.”

    Recent Business and Operating Highlights: 

    Customer Wins

    In the fourth quarter, Definitive Healthcare continued to win new logos across all end-markets, by providing the data, insights, and integrations that drive their critical business use cases. Customer wins for the quarter included:

    • A behavioral and mental health screening company is leveraging our reference, affiliation, and claims data to identify and build stronger relationships with the right doctors and practices. They’ve also created an AI-powered tool that leverages insights from our data to compare physician prescribing habits, helping health systems improve care and drive growth.
    • A leading U.S. supplier of industrial, medical, and specialty gases chose us to gain insights into complex IDN hierarchies, identify high-volume facilities, navigate the Healthcare RFP process, and expand into new markets like surgery centers and post-acute facilities. This partnership also helps them connect with key nursing, procurement, and purchasing executives at both the facility and group purchasing organization (GPO) levels.
    • A large pharmaceutical company is leveraging our data along with their own internal and third-party data inside a robust master data management (MDM) system they have built, to develop a sophisticated patient and provider segmentation machine learning model, along with a next-best action program, to support the launch of a new pain medication. Definitive not only provides critical data and services to enable this integration, but our expertise also increases the value the customer derives from their existing platform investments.

    Business Outlook 

    Based on information as of February 27, 2025, the Company is issuing the following financial guidance.  

    First Quarter 2025:  

    • Revenue is expected to be in the range of $55.5 – $57.0 million. 
    • Adjusted Operating Income is expected to be in the range of $7.5 – $8.5 million. 
    • Adjusted EBITDA is expected to be in the range of $10.5 – $11.5 million, and 19 – 20% adjusted EBITDA margin. 
    • Adjusted Net Income is expected to be $3.0 – $4.0 million. 
    • Adjusted Net Income Per Diluted Share is expected to be approximately $0.02 per share on approximately 153.3 million weighted-average shares outstanding. 

    Full Year 2025:  

    • Revenue is expected to be in the range of $230.0 – $240.0 million.
    • Adjusted Operating Income is expected to be in the range of $49.0 – $53.0 million. 
    • Adjusted EBITDA is expected to be in the range of $61.0 – $65.0 million, for a full-year adjusted EBITDA margin ranging from 26 – 28%. 
    • Adjusted Net Income is expected to be $30.0 – $34.0 million. 
    • Adjusted Net Income Per Diluted Share is expected to be $0.19 – $0.22 per share on approximately 153.9 million weighted-average shares outstanding. 

    We do not provide a quantitative reconciliation of the forward-looking non-GAAP financial measures included in this press release to the most directly comparable GAAP measures due to the high variability and difficulty in predicting certain items excluded from these non-GAAP financial measures; in particular, the effects of equity-based compensation expense, taxes and amounts under the tax receivable agreement, deferred tax assets and deferred tax liabilities, and transaction, integration, and restructuring expenses. We expect the variability of these excluded items may have a significant and potentially unpredictable impact on our future GAAP financial results. 

    Conference Call Information 

    Definitive Healthcare will host a conference call today February 27, 2025, at 5:00 p.m. (Eastern Time) to discuss the Company’s full financial results and current business outlook. Participants may access the call at 1-877-358-7298 or 1-848-488-9244. Shortly after the conclusion of the call, a replay of this conference call will be available through March 29, 2025, at 1-800-645-7964 or 1-757-849-6722. The replay passcode is 1765#. A live audio webcast of the event will be available on Definitive Healthcare’s Investor Relations website at https://ir.definitivehc.com/.

    About Definitive Healthcare 

    At Definitive Healthcare, our passion is to transform data, analytics and expertise into healthcare commercial intelligence. We help clients uncover the right markets, opportunities and people, so they can shape tomorrow’s healthcare industry. Learn more at definitivehc.com.

    Forward-Looking Statements 

    This press release includes forward-looking statements that reflect our current views with respect to future events and financial performance. Such statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by words or phrases written in the future tense and/or preceded by words such as “likely,” “will,” “should,” “may,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “assumes,” “would,” “potentially” or similar words or variations thereof, or the negative thereof, references to future periods, or by the inclusion of forecasts or projections, but these terms are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook, financial guidance, the benefits of our healthcare commercial intelligence solutions, our overall future prospects, customer behaviors and use of our solutions, the market, industry and macroeconomic environment, our plans to improve our operational and financial performance and our business, our ability to execute on our plans, customer growth, including our upsell and cross-sell opportunities, and our ability to successfully transition executive leadership. Forward-looking statements in this press release are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following: global geopolitical tension and difficult macroeconomic conditions; actual or potential changes in international, national, regional and local economic, business and financial conditions, including trade tensions, recessions, inflation, high interest rates, volatility in the capital markets and related market uncertainty; our inability to acquire new customers and generate additional revenue from existing customers; our inability to generate sales of subscriptions to our platform or any decline in demand for our platform and the data we offer; the competitiveness of the market in which we operate and our ability to compete effectively; the failure to maintain and improve our platform, or develop new modules or insights for healthcare commercial intelligence; the inability to obtain and maintain accurate, comprehensive or reliable data, which could result in reduced demand for our platform; the loss of our access to our data providers; the failure to respond to advances in healthcare commercial intelligence; an inability to attract new customers and expand subscriptions of current customers; our ability to successfully transition executive leadership; the possibility that our security measures are breached or unauthorized access to data is otherwise obtained; and the risks of being required to collect sales or other related taxes for subscriptions to our platform in jurisdictions where we have not historically done so.  

    Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements. 

    For additional discussion of factors that could impact our operational and financial results, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 that will be filed following this earnings release, as well as our Current Reports on Form 8-K and other subsequent SEC filings, which are or will be available on the Investor Relations page of our website at ir.definitivehc.com and on the SEC website at www.sec.gov. 

    All information in this press release speaks only as of the date on which it is made. We undertake no obligation to publicly update this information, whether as a result of new information, future developments or otherwise, except as may be required by law. 

    Website 

    Definitive Healthcare intends to use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at https://www.definitivehc.com/. Accordingly, you should monitor the investor relations portion of our website at https://ir.definitivehc.com/ in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section of our investor relations page at https://ir.definitivehc.com/. 

    Non-GAAP Financial Measures   

    We have presented supplemental non-GAAP financial measures as part of this earnings release. We believe that these supplemental non-GAAP financial measures are useful to investors because they allow for an evaluation of the Company with a focus on the performance of its core operations, including providing meaningful comparisons of financial results to historical periods and to the financial results of peer and competitor companies. Our use of these non-GAAP terms may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies and are not measures of performance calculated in accordance with GAAP. Our presentation of these non-GAAP financial measures are intended as supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures should not be considered as alternatives to loss from operations, net loss, earnings per share, or any other performance measures derived in accordance with GAAP or as measures of operating cash flows or liquidity. A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included at the end of this press release. In evaluating our non-GAAP financial measures, you should be aware that in the future, we may incur expenses similar to those eliminated in these presentations.

    We refer to Unlevered Free Cash Flow, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, Adjusted Net Income and Adjusted Net Income Per Diluted Share as non-GAAP financial measures. These non-GAAP financial measures are not required by or prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). These are supplemental financial measures of our performance and should not be considered substitutes for cash provided by (used in) operating activities, loss from operations, net (loss) income, net (loss) income margin, gross profit, gross margin, or any other measure derived in accordance with GAAP. 

    We define Unlevered Free Cash Flow as net cash provided by operating activities less purchases of property, equipment and other assets, plus cash interest expense, and cash payments related to transaction, integration, and restructuring related expenses, earnouts, and other non-core items. Unlevered Free Cash Flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements. 

    We define EBITDA as earnings before debt-related costs, including interest expense, net, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items of a significant or unusual nature, including other income, net, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA Margin are key metrics used by management and our board of directors to assess the profitability of our operations. We believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to help investors to assess our operating performance because these metrics eliminate non-core and unusual items and non-cash expenses, which we do not consider indicative of ongoing operational performance. We believe that these metrics are helpful to investors in measuring the profitability of our operations on a consolidated level.  

    We define Adjusted Gross Profit as gross profit excluding acquisition-related amortization and equity-based compensation costs and Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue. Adjusted Gross Profit and Adjusted Gross Margin are key metrics used by management and our board of directors to assess our operations. We exclude acquisition-related depreciation and amortization expenses as they have no direct correlation to the cost of operating our business on an ongoing basis. A small portion of equity-based compensation is included in cost of revenue in accordance with GAAP but is excluded from our Adjusted Gross Profit calculations due to its non-cash nature.  

    We define Adjusted Operating Income as loss from operations plus acquisition related amortization, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses.  

    We define Adjusted Net Income as Adjusted Operating Income less interest (expense), income net, recurring income tax (provision) benefit, foreign currency gain (loss), and tax impacts of adjustments. We define Adjusted Net Income Per Diluted Share as Adjusted Net Income divided by diluted outstanding shares. 

    In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in these presentations. 

    Investor Contact: 
    Brian Denyeau 
    ICR for Definitive Healthcare 
    brian.denyeau@icrinc.com
    646-277-1251 

    Media Contact: 
    Bethany Swackhamer
    bswackhamer@definitivehc.com

     
    Definitive Healthcare Corp.
    Consolidated Balance Sheets
    (amounts in thousands, except number of shares and par value; unaudited)
             
        December 31, 2024   December 31, 2023
    Assets        
    Current assets:        
    Cash and cash equivalents   $ 105,378     $ 130,976  
    Short-term investments     184,786       177,092  
    Accounts receivable, net     53,232       59,249  
    Prepaid expenses and other assets     13,040       13,120  
    Deferred contract costs     13,736       13,490  
    Total current assets     370,172       393,927  
    Property and equipment, net     3,791       4,471  
    Operating lease right-of-use assets, net     7,521       9,594  
    Other assets     2,300       2,388  
    Deferred contract costs     14,389       17,320  
    Intangible assets, net     297,933       323,121  
    Goodwill     393,283       1,075,080  
    Total assets   $ 1,089,389     $ 1,825,901  
    Liabilities and Equity        
    Current liabilities:        
    Accounts payable   $ 10,763     $ 5,787  
    Accrued expenses and other liabilities     40,896       51,529  
    Deferred revenue     93,344       97,377  
    Term loan     13,750       13,750  
    Operating lease liabilities     2,408       2,239  
    Total current liabilities     161,161       170,682  
    Long-term liabilities:        
    Deferred revenue     32       9  
    Term loan     229,368       242,567  
    Operating lease liabilities     7,586       9,372  
    Tax receivable agreements liability     49,511       127,000  
    Deferred tax liabilities     25,088       67,163  
    Other liabilities     9,449       9,934  
    Total liabilities     482,195       626,727  
             
    Equity:        
    Class A Common Stock, par value $0.001, 600,000,000 shares authorized, 113,953,554 and 116,562,252 shares issued and outstanding at December 31, 2024 and 2023, respectively     114       117  
    Class B Common Stock, par value $0.00001, 65,000,000 shares authorized, 39,439,198 and 39,375,806 shares issued and outstanding, respectively, at December 31, 2024, and 39,762,700 and 39,168,047 shares issued and outstanding, respectively, at December 31, 2023            
    Additional paid-in capital     1,085,445       1,086,581  
    Accumulated other comprehensive (deficit) income     (610 )     2,109  
    Accumulated deficit     (640,574 )     (227,450 )
    Noncontrolling interests     162,819       337,817  
    Total equity     607,194       1,199,174  
    Total liabilities and equity   $ 1,089,389     $ 1,825,901  
             
    Definitive Healthcare Corp.
    Consolidated Statements of Operations
    (amounts in thousands, except share amounts and per share data; unaudited)
                     
        Three Months Ended December 31,   Year Ended December 31,
          2024       2023       2024       2023  
    Revenue   $ 62,288     $ 65,932     $ 252,202     $ 251,415  
    Cost of revenue:                
    Cost of revenue exclusive of amortization (1)     10,967       9,447       40,684       34,740  
    Amortization     3,719       3,066       14,049       12,742  
    Gross profit     47,602       53,419       197,469       203,933  
    Operating expenses:                
    Sales and marketing (1)     20,372       23,605       83,807       94,534  
    Product development (1)     8,982       11,569       36,518       42,441  
    General and administrative (1)     8,503       16,567       49,267       58,861  
    Depreciation and amortization     9,413       9,935       37,618       39,008  
    Transaction, integration, and restructuring expenses     2,835       1,823       12,225       11,489  
    Goodwill impairment     97,060             688,854       287,400  
    Total operating expenses     147,165       63,499       908,289       533,733  
    Loss from operations     (99,563 )     (10,080 )     (710,820 )     (329,800 )
    Other (expense) income, net:                
    Interest expense, net     (303 )     (125 )     (245 )     (1,559 )
    Other income (expense), net     9,254       (1,982 )     77,320       23,179  
    Total other income (expense), net     8,951       (2,107 )     77,075       21,620  
    Loss before income taxes     (90,612 )     (12,187 )     (633,745 )     (308,180 )
    Benefit from (provision for) income taxes     5,895       (1,175 )     42,299       18,553  
    Net loss     (84,717 )     (13,362 )     (591,446 )     (289,627 )
    Less: Net loss attributable to noncontrolling interests     (25,642 )     (3,129 )     (178,322 )     (87,239 )
    Net loss attributable to Definitive Healthcare Corp.   $ (59,075 )   $ (10,233 )   $ (413,124 )   $ (202,388 )
    Net loss per share of Class A Common Stock:                
    Basic   $ (0.51 )   $ (0.09 )   $ (3.54 )   $ (1.79 )
    Diluted   $ (0.51 )   $ (0.09 )   $ (3.54 )   $ (1.79 )
    Weighted average Common Stock outstanding:                
    Basic     115,015,489       116,418,495       116,640,183       112,764,537  
    Diluted     115,015,489       116,418,495       116,640,183       112,764,537  
                     
    (1) Amounts include equity-based compensation expense as follows:      
                     
        Three Months Ended December 31,   Year Ended December 31,
          2024       2023       2024       2023  
    Cost of revenue   $ 171     $ 267     $ 839     $ 1,097  
    Sales and marketing     1,449       3,110       6,235       11,407  
    Product development     1,651       3,572       8,579       13,138  
    General and administrative     4,094       6,305       22,432       23,097  
    Total equity-based compensation expense   $ 7,365     $ 13,254     $ 38,085     $ 48,739  
                     
    Definitive Healthcare Corp.
    Consolidated Statements of Cash Flows
    (amounts in thousands; unaudited)
                   
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Cash flows provided by (used in) operating activities:              
    Net loss $ (84,717 )   $ (13,362 )   $ (591,446 )   $ (289,627 )
    Adjustments to reconcile net loss to net cash provided by operating activities:              
    Depreciation and amortization   526       562       2,245       1,953  
    Amortization of intangible assets   12,606       12,439       49,422       49,797  
    Amortization of deferred contract costs   3,978       3,488       15,441       12,963  
    Equity-based compensation   7,365       13,254       38,085       48,739  
    Amortization of debt issuance costs   175       175       702       702  
    Provision for bad debt expense         554       947       1,374  
    Non-cash restructuring charges   192             1,239       155  
    Goodwill impairment charges   97,060             688,854       287,400  
    Tax receivable agreement remeasurement   (8,758 )     1,507       (76,909 )     (23,470 )
    Changes in fair value of contingent consideration   1,460       302       (1,780 )     302  
    Deferred income taxes   (6,061 )     1,015       (42,670 )     (18,713 )
    Changes in operating assets and liabilities:              
    Accounts receivable   (17,455 )     (18,559 )     5,693       811  
    Prepaid expenses and other assets   (627 )     (1,348 )     (7,832 )     (7,156 )
    Deferred contract costs   (4,481 )     (5,770 )     (12,756 )     (18,790 )
    Contingent consideration               (602 )      
    Accounts payable, accrued expenses, and other liabilities   (285 )     2,919       (5,458 )     1,330  
    Deferred revenue   7,157       7,533       (4,979 )     (6,580 )
    Net cash provided by operating activities   8,135       4,709       58,196       41,190  
    Cash flows (used in) provided by investing activities:              
    Purchases of property, equipment, and other assets   (10,901 )     (594 )     (12,344 )     (2,977 )
    Purchases of short-term investments   (111,634 )     (45,595 )     (304,304 )     (259,208 )
    Maturities of short-term investments   96,265       100,596       303,769       275,426  
    Cash paid for acquisitions and investments, net of cash acquired               (13,530 )     (45,023 )
    Net cash (used in) provided by investing activities   (26,270 )     54,407       (26,409 )     (31,782 )
    Cash flows used in financing activities:              
    Repayments of term loans   (3,437 )     (3,438 )     (13,750 )     (8,594 )
    Taxes paid related to net share settlement of equity awards   (278 )     (1,035 )     (7,548 )     (4,432 )
    Repurchases of Class A Common Stock   (7,329 )           (22,366 )      
    Payments of contingent consideration               (1,000 )      
    Payments under tax receivable agreement               (6,950 )     (246 )
    Payments of equity offering issuance costs                     (30 )
    Member distributions   (2,324 )     (1,589 )     (5,135 )     (12,282 )
    Net cash used in financing activities   (13,368 )     (6,062 )     (56,749 )     (25,584 )
    Net (decrease) increase in cash and cash equivalents   (31,503 )     53,054       (24,962 )     (16,176 )
    Effect of exchange rate changes on cash and cash equivalents   (728 )     462       (636 )     218  
    Cash and cash equivalents, beginning of year   137,609       77,460       130,976       146,934  
    Cash and cash equivalents, end of year $ 105,378     $ 130,976     $ 105,378     $ 130,976  
    Supplemental cash flow disclosures:              
    Cash paid during the period for:              
    Interest $ 3,310     $ 3,684     $ 14,196     $ 14,456  
    Income taxes                     136  
    Acquisitions:              
    Net assets acquired, net of cash acquired $     $     $ 13,675     $ 52,678  
    Working capital adjustment receivable               (145 )     145  
    Contingent consideration                     (7,800 )
    Net cash paid for acquisitions $     $     $ 13,530     $ 45,023  
                   
    Supplemental disclosure of non-cash investing activities:              
    Capital expenditures included in accounts payable and accrued expenses and other liabilities $ 6,870     $ 47     $ 6,870     $ 47  
                   
    Definitive Healthcare Corp.
    Reconciliations of Non-GAAP Financial Measures to Closest GAAP Equivalent
                   
    Reconciliation of GAAP Operating Cash Flow to Unlevered Free Cash Flow
    (in thousands; unaudited)
                   
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Net cash provided by operating activities $ 8,135     $ 4,709     $ 58,196     $ 41,190  
    Purchases of property, equipment, and other assets   (10,901 )     (594 )     (12,344 )     (2,977 )
    Interest paid in cash   3,310       3,684       14,196       14,456  
    Transaction, integration, and restructuring expenses paid in cash (a)   1,183       1,521       12,766       11,032  
    Earnout payment (b)               602        
    Other non-core items (c)   (3,311 )     1,803       (936 )     4,875  
    Unlevered Free Cash Flow $ (1,584 )   $ 11,123     $ 72,480     $ 68,576  
                   
    (a) Transaction and integration expenses paid in cash primarily represent legal, accounting, and consulting expenses related to our acquisitions. Restructuring expenses paid in cash relate to our restructuring plans announced in the first quarter of 2024 and the first and third quarters of 2023, along with exit costs related to office relocations.
    (b) Earnout payment represents final settlement of contingent consideration included in cash flow from operations.
    (c) Other non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and/or unrelated to our core operations.
                   
    Reconciliation of GAAP Net Loss to Adjusted Net Income and
    GAAP Operating Loss to Adjusted Operating Income
    (in thousands, except per share amounts; unaudited)
                   
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Net loss $ (84,717 )   $ (13,362 )   $ (591,446 )   $ (289,627 )
    Add: Income tax (benefit) provision   (5,895 )     1,175       (42,299 )     (18,553 )
    Add: Interest expense, net   303       125       245       1,559  
    Add: Other (income) expense, net   (9,254 )     1,982       (77,320 )     (23,179 )
    Loss from operations   (99,563 )     (10,080 )     (710,820 )     (329,800 )
    Add: Amortization of intangible assets acquired through business combinations   11,370       11,510       45,239       46,099  
    Add: Equity-based compensation   7,365       13,254       38,085       48,739  
    Add: Transaction, integration, and restructuring expenses   2,835       1,823       12,225       11,489  
    Add: Goodwill impairment   97,060             688,854       287,400  
    Add: Other non-core items   (3,311 )     1,803       (936 )     4,875  
    Adjusted Operating Income   15,756       18,310       72,647       68,802  
    Less: Interest expense, net   (303 )     (125 )     (245 )     (1,559 )
    Less: Recurring income tax benefit (provision) (a)   60       (1,175 )     669       1,374  
    Less: Foreign currency gain (loss)   496       (475 )     411       (291 )
    Less: Tax impacts of adjustments to net loss   (3,458 )     (5,886 )     (18,341 )     (21,633 )
    Adjusted Net Income $ 12,551     $ 10,649     $ 55,141     $ 46,693  
    Shares for Adjusted Net Income Per Diluted Share (b)   154,404,162       155,560,756       155,853,282       154,836,706  
    Adjusted Net Income Per Diluted Share $ 0.08     $ 0.07     $ 0.35     $ 0.30  
                   
    (a) Recurring income tax benefit (provision) excludes the income tax impact of goodwill impairment charges.
    (b) Diluted Adjusted Net Income Per Share is computed by giving effect to all potential weighted average Class A common stock and any securities that are convertible into Class A common stock, including Definitive OpCo units and restricted stock units. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method assuming proceeds from unrecognized compensation as required by GAAP. Fully diluted shares are 162,498,543 and 163,153,442 as of December 31, 2024 and 2023, respectively.
                   
    Reconciliation of GAAP Gross Profit and Margin to Adjusted Gross Profit and Margin
    (in thousands; unaudited)
                                     
        Three Months Ended December 31,   Year Ended December 31,
          2024       2023       2024       2023  
    (in thousands)   Amount   % of Revenue   Amount   % of Revenue   Amount   % of Revenue   Amount   % of Revenue
    Reported gross profit and margin   $ 47,602   76 %   $ 53,419   81 %   $ 197,469   78 %   $ 203,933   81 %
    Amortization of intangible assets resulting from acquisition-related purchase accounting adjustments     2,483   4 %     2,137   3 %     9,866   4 %     9,044   4 %
    Equity-based compensation costs     171   0 %     267   0 %     839   0 %     1,097   0 %
    Adjusted gross profit and margin   $ 50,256   81 %   $ 55,823   85 %   $ 208,174   83 %   $ 214,074   85 %
                                     
    Reconciliation of GAAP Net Loss to Adjusted EBITDA
    (in thousands; unaudited)
                                   
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
      Amount   % of Revenue   Amount   % of Revenue   Amount   % of Revenue   Amount   % of Revenue
    Net loss and margin $ (84,717 )     (136 )%   $ (13,362 )     (20 )%   $ (591,446 )   (235 )%   $ (289,627 )   (115 )%
    Interest expense, net   303       0 %     125       0 %     245     0 %     1,559     1 %
    Income tax (benefit) provision   (5,895 )     (9 )%     1,175       2 %     (42,299 )   (17 )%     (18,553 )   (7 )%
    Depreciation & amortization   13,132       21 %     13,001       20 %     51,667     20 %     51,750     21 %
    EBITDA and margin   (77,177 )     (124 )%     939       1 %     (581,833 )   (231 )%     (254,871 )   (101 )%
    Other (income) expense, net (a)   (9,254 )     (15 )%     1,982       3 %     (77,320 )   (31 )%     (23,179 )   (9 )%
    Equity-based compensation (b)   7,365       12 %     13,254       20 %     38,085     15 %     48,739     19 %
    Transaction, integration, and restructuring expenses (c)   2,835       5 %     1,823       3 %     12,225     5 %     11,489     5 %
    Goodwill impairment (d)   97,060       156 %           0 %     688,854     273 %     287,400     114 %
    Other non-core items (e)   (3,311 )     (5 )%     1,803       3 %     (936 )   (0 )%     4,875     2 %
    Adjusted EBITDA and margin $ 17,518       28 %   $ 19,801       30 %   $ 79,075     31 %   $ 74,453     30 %
                                   
    (a) Primarily represents TRA liability remeasurement and foreign exchange gains and losses.
    (b) Equity-based compensation represents non-cash compensation expense recognized in association with equity awards made to employees and directors.
    (c) Transaction and integration expenses primarily represent legal, accounting, and consulting expenses and fair value adjustments for contingent consideration related to our acquisitions and strategic partnerships. Restructuring expenses relate to the 2024 Restructuring Plan and those we committed to during the first and third quarters of 2023, as well as impairment and restructuring charges related to office closures, relocations, and consolidations.
                                   
     
    Three Months Ended December 31,
      Year Ended December 31,                
    (in thousands)   2024       2023       2024       2023                  
    Merger and acquisition due diligence and transaction costs $ 919     $ 1,309     $ 3,329     $ 5,419                  
    Integration costs   176       129       1,115       934                  
    Fair value adjustment for contingent consideration   1,460       302       (1,780 )     302                  
    Restructuring charges for severance and other separation costs   88       83       8,097       4,679                  
    Office closure and relocation restructuring charges and impairments   192             1,464       155                  
    Total transaction, integration and restructuring expense $ 2,835     $ 1,823     $ 12,225     $ 11,489                  
                                   
    (d) Goodwill impairment charges represent non-cash, pre-tax, goodwill impairment charges. We experienced declines in our market capitalization as a result of sustained decreases in our stock price, which represented triggering events requiring our management to perform quantitative goodwill impairment tests multiple times in 2024 and during the third quarter of 2023. As a result of the impairment tests conducted in each respective period, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded these impairment charges.
    (e) Other non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and/or unrelated to our core operations. These expenses are comprised of non-core legal and regulatory costs isolated to unique and extraordinary litigation, legal and regulatory matters that are not considered normal and recurring business activity, including sales tax accrual adjustments inclusive of penalties and interest for sales taxes that we may have been required to collect from customers in 2024 and in certain previous years, and other non-recurring legal and regulatory matters. Other non-core items also include consulting fees and severance costs associated with strategic transition initiatives, as well as professional fees related to financing, capital structure changes, and other non-core items.
                                   
     
    Three Months Ended December 31,
      Year Ended December 31,                
    (in thousands)   2024       2023       2024       2023                  
    Non-core legal and regulatory $ (3,438 )   $ (60 )   $ (3,439 )   $ 2,370                  
    Consulting and severance costs for strategic transition initiatives   1     $ 1,977       2,219     $ 1,977                  
    Other non-core expenses   126       (114 )     284       528                  
    Total other non-core items $ (3,311 )   $ 1,803     $ (936 )   $ 4,875                  
                                   

    The MIL Network

  • MIL-OSI USA: Ernst, Miller-Meeks Expose Billion-Dollar Boondoggles

    US Senate News:

    Source: United States Senator Joni Ernst (R-IA)
    WASHINGTON – U.S. Senate DOGE Caucus Chair Joni Ernst (R-Iowa) is exposing more waste with her Billion Dollar Boondoggle Act that will require the disclosure of any government project that is $1 billion over budget or five years behind schedule.
    “From moondoggles to off-the-rails projects, Washington can’t seem to ever make the trains run on time or on budget,” said Ernst. “Bureaucrats always find a way to pay a whole lot more for planes, trains, and automobiles—and just about everything else. I am slamming the brakes on boondoggles and bringing them to a squealing halt.”
    Congresswoman Mariannette Miller-Meeks (R-Iowa) is introducing companion legislation in the House of Representatives.
    “Republicans were elected on a platform to tackle waste, fraud, and abuse,” said Miller-Meeks. “As Members of Congress, we are entrusted to be stewards of taxpayer dollars and government projects that are excessively costly and delayed must be held to account. Our bill will increase transparency – along with ongoing efforts by President Trump – to ensure we aren’t wasting billions of hard-earned taxpayer dollars.
    Some of the biggest government boondoggles include:
    Click here to view the bill text.
    Background:
    Billion-dollar boondoggles and the numerous costly California crazy trains were featured in Senator Ernst’s $2 trillion roadmap that was hand delivered to Elon Musk and President-elect Trump.
    Ernst’s playbook has already racked up wins for taxpayers including forcing the sale of empty buildings, getting federal employees to return to work, consolidating costly software licenses, and much more.

    MIL OSI USA News

  • MIL-OSI Global: Trump mineral deal with Ukraine offers hope but little in the way of security

    Source: The Conversation – UK – By Jonathan Este, Senior International Affairs Editor, Associate Editor

    If you want to get an idea of how Donald Trump’s mind works (and this can change from day to day, as we know), it’s worth taking a look at his TruthSocial website. As I write, beneath a video pinned to the top of his feed featuring an AI-generated vision of “Trump Gaza” (complete with casinos, shopping malls and a giant golden statue of the man himself), can be found a clue to the frenetic presidential activity of the past month.

    In a post threatening legal action against any writer or publisher whose “Fake books” offends, Trump refers to himself as “a President who is being given credit for having the Best Opening Month of any President in history”. Apparently George Washington is second on that list – and, given that Potus #1 took 33 days to sign the first bill passed under the new US constitution, you could say Potus #47 has left him trailing in his wake.

    Of course #47 appears to face fewer constitutional constraints than his illustrious predecessor.

    Sadly, though, Trump will be unable to include in this list the deal he has reportedly just struck with Volodymyr Zelensky which swaps a share in Ukraine’s mineral wealth for an as yet unspecified security guarantee.

    Precise details of this deal aren’t confirmed. But we’re told that the original US$500 billion (£394 billion) demand has been dropped in return for a share in an investment fund into which Ukraine will contribute 50% of the revenue from its mineral resources. “What better could you have for Ukraine than to be in an economic partnership with the United States?” commented US national security adviser, Mike Waltz.


    Sign up to receive our weekly World Affairs Briefing newsletter from The Conversation UK. Every Thursday we’ll bring you expert analysis of the big stories in international relations.


    But for the sake of social media, a deal’s a deal and can be trumpeted as such. Zelensky is heading to Washington to sign the agreement and we shall find out in due course whether or not this will assure Ukraine’s future security. There is still the actual peace deal with Russia to work out, after all.

    Another landmark foreign policy deal brokered by the Trump White House was with the Taliban in 2020 and concerned the future of Afghanistan. And, as Philip A. Berry writes, Zelensky can take little comfort in that.

    Berry, a research fellow at King’s College London, who has extensive experience of working with anti-narcotics agencies in Afghanistan, points to similarities in the way Trump managed negotiations with the Taliban and his deal-making with Ukraine and discussions so far with Russia. The Afghan government was largely cut out of the negotiations, as Trump has threatened to do to Ukraine with regards a peace deal. And like the current situation, Trump’s regular public utterances seriously undermined the talks. Berry concludes:

    Trump’s Taliban deal excluded the US’s ally, conceded too much to an adversary, and was partly motivated by the perception of wasting American dollars in a far-off land. Unfortunately, these hallmarks are all too evident in the president’s stance on Ukraine. Zelensky can only hope that things work out better this time around.




    Read more:
    How Trump the ‘master deal-maker’ failed when it came to negotiating with the Taliban in Afghanistan


    Trust will be absolutely vital if the US and Ukraine are to conclude this agreement and, more critically, if they are to reach terms with Russia that will guarantee the “just peace deal” that Zelensky craves, writes David J. Wilcox of the University of Birmingham. Wilcox points to the relationship of trust built by Mikhail Gorbachev and Ronald Reagan in the 1980s which paved a way for a series of nuclear weapons reduction treaties between the Soviet Union and the US.

    It has just been announced that preparations are being made for “expert-level” talks between the US and Russia, but, as Wilcox points out, “any negotiations to end the war will rest ultimately on those two states and their leaders”. And at present, nothing has been publicly said about whether Putin and Zelensky have even agreed to meet.




    Read more:
    Ukraine war: why negotiations depend on trust


    Meanwhile, what do we know about Ukraine’s mineral wealth and what sort of return Trump can expect for the US? Dafydd Townley, an expert in international security at the University of Portsmouth, stresses that Trump’s recent decision to impose punitive tariffs against Beijing has closed off China as a source of key minerals on which the US has been reliant up until now.

    It’s a clue, writes Townley, as to why the US president seemed very keen on bringing his deal-making facilities to bear on Greenland, which also has large deposits of desirable minerals.

    Interestingly, as Townley points out, Russia has taken control of about 20% of Ukraine’s mineral deposits under the territory it now controls (which America would be open to exploiting according to an offer made by Vladimir Putin’s aides at the recent talks in Saudi Arabia).

    It’s also worth noting that Ukraine’s extraction sector has suffered over the past decade from chronic under-investment, thanks to the ongoing hostilities between Russia and Ukraine. As a result it could be some years before the US gets what it needs from the deal it has reportedly struck with Kyiv.




    Read more:
    Why Trump really wants Ukraine’s minerals — China has put theirs off limits


    Three long years

    Amid all the shuttle diplomacy and wheeler-dealing taking place around them, at the start of the week the embattled Ukrainian population marked the third anniversary of Russia’s full-scale invasion. They were joined by more than a dozen foreign leaders who gathered in Kyiv to express their continuing support.

    As the conflict moves into its fourth year, Stefan Wolff, an international security expert at the University of Birmingham, takes a look at the broader geopolitical implications of the conflict in the era of Trump.

    He sees worrying parallels with the Munich conference of 1938 which sealed Czechoslovakia’s fate. Not, as you might expect, in terms of Trump’s apparent appeasement of Putin – but because, like Munich, talks on the fate of a sovereign nation are being held without that nation being present. Wolff writes:

    There is every indication that Putin is unlikely to stop in or with Ukraine. And it is worth remembering that the second world war started 11 months after Neville Chamberlain thought he had secured “peace in our time”.

    This, of course, is the prospect that has both terrified and stiffened the resolve of Ukraine’s western allies. But Wolff also points to limitations in this analogy, in that he doesn’t believe that Trump is acting out of fear that he is in a weaker position than Putin, as did Neville Chamberlain and the French prime minister Édouard Daladier.

    It’s rather that Trump sees himself as part of a triumvirate of world leaders, along with Putin and China’s president, Xi Jinping, who have the opportunity to carve out spheres of influence and establish a new world order based on the exercise of raw power.




    Read more:
    Ukraine war: Trump is not trying to appease Putin – he has a vision of a new US-China-Russia order


    Richard Youngs, meanwhile, sees the dawning of what he calls a “no world order”. Youngs, an international relations expert at the University of Warwick, sees an era of flux, where the stability of the past 80 years is disintegrating without anything stable or concrete to replace it.

    Several European leaders, including Keir Starmer who is today visiting Trump in Washington, are due to meet this Sunday ahead of a bigger defence summit in Brussels next week, to continue discussions about how to respond to the changing Ukraine situation. Reports suggest a European defence bank or fund that would include the UK may be on the cards.

    Youngs certainly believes that European powers will need to consider practical measures in order to bind themselves into more cohesive relationship and ensure their continuing autonomy. One of those will be in boosting their defence capabilities – something that is now gathering pace in the face of US pressure.

    But more radical thinking will be needed, writes Youngs, who has coined the term “geoliberalism” as a way of visualising the sort of thinking about the values and certainties that can bind Europe together in the face of global turbulence.




    Read more:
    No world order: Europe needs more radical thinking for the Trump era


    Alex Titov, meanwhile, believes that for all the talk of “deals” to end the violence, both sides have their reasons for wanting to continue, given that their stated positions remain diametrically opposed and irreconcilable.

    Russia’s battlefield progress, while steady, is slow and there’s no real prospect of it forcing a capitulation from Kyiv in the next 12 months. But – particularly with the radically different US position under Donald Trump, neither is there any chance of Russia being forced off the territory it has captured. Ominously, Titov concludes, this could mean that “the bloodiest battles of the war are yet to come”.




    Read more:
    Ukraine war three years on: the bloodiest battles may be still to come


    A new way of governing

    After a whirlwind first month, Trump held his first cabinet meeting this week, with a special appearance from his right-hand man Elon Musk, who reportedly got to speak more than anyone else. Musk, of course, has been responsible for much of the maelstrom of activity that has caused so much disquiet and is providing a lot of work for lawyers who are pushing back against many of the new adminstration’s measures on the grounds they are unconstitutional.

    Musk, Trump and his vice-president J.D. Vance have, in turn, pushed back against judges who have issued injunctions to either halt or delay some of their measures. Musk, in a fit of pique this week when three judges halted three of the administration’s policies, complained bitterly “What is the point of having democratic elections if unelected activist ‘judges’ can override the clear will of the people? Well, that’s no democracy at all!”

    Stephen Lovell, professor of modern history at King’s College London, has been looking at the way that Trump and his team are attempting to bend the US constitution to their will, comparing their approach to that of Vladimir Putin. Putin, as we know, never saw a constitutional loophole he didn’t want to wriggle through or otherwise obliterate.




    Read more:
    Trump, Putin and the authoritarian take on constitutionalism



    World Affairs Briefing from The Conversation UK is available as a weekly email newsletter. Click here to get updates directly in your inbox.


    ref. Trump mineral deal with Ukraine offers hope but little in the way of security – https://theconversation.com/trump-mineral-deal-with-ukraine-offers-hope-but-little-in-the-way-of-security-250962

    MIL OSI – Global Reports

  • MIL-OSI USA: Murphy, Senate Foreign Relations Committee Democrats Statement On Trump Administration’s Reckless Termination Of U.S. Foreign Assistance Programs

    US Senate News:

    Source: United States Senator for Connecticut – Chris Murphy

    February 27, 2025

    WASHINGTON—U.S. Senator Chris Murphy (D-Conn.), a member of the U.S. Senate Foreign Relations Committee, on Thursday joined U.S. Senate Foreign Relations Committee Ranking Member Jeanne Shaheen (D-N.H.), and U.S. Senators Chris Coons (D-Del.), Tim Kaine (D-Va.), Jeff Merkley (D-Ore.), Cory Booker (D-N.J.), Brian Schatz (D-Hawaii), Chris Van Hollen (D-Md.), Tammy Duckworth (D-Ill.) and Jacky Rosen (D-Nev.) in issuing the following statement on the Trump Administration’s reckless termination of nearly all U.S. foreign assistance programs:
    “It is clear that the Trump Administration’s foreign assistance ‘review’ was not a serious effort or attempt at reform but rather a pretext to dismantle decades of U.S. investment that makes America safer, stronger and more prosperous. There is no indication Secretary Rubio conducted a program-by-program review of the more than 9,000 awards or considered the dire national security implications of these rash actions. Ending programs first and asking questions later only jeopardizes millions of lives and creates a power vacuum for our adversaries like China and Russia to fill.
    “While it’s easy to assume that these cuts will only affect people thousands of miles away, the fact is, the impact will be felt by American farmers who will no longer get top dollar for their crops to feed the hungry, churches who will no longer have the support of the U.S. government in their missions, American families who fall sick when diseases like Zika, Ebola and Malaria once again reach our shores and U.S. biotech companies who will no longer sell their drugs to treat the vulnerable overseas. Secretary Rubio should immediately come before our Committee. We expect him to not only consult with Congress but follow the law.”

    MIL OSI USA News

  • MIL-OSI Security: Indictment Returned on June 2024 Shooting in Northeast D.C.

    Source: Office of United States Attorneys

    Defendant Accused of Shooting Victim in the Arm While Victim Was Sitting on His Porch

                WASHINGTON – Bryant Russell, 46, of Monroe, North Carolina, was indicted yesterday by a grand jury on aggravated assault while armed and other charges stemming from a shooting that occurred on June 6, 2024, in the Deanwood neighborhood of Northeast D.C., U.S. Attorney Edward R. Martin, Jr. and Chief Pamela Smith, of the Metropolitan Police Department (MPD) announced.

                On February 26, 2025, Russell was indicted by a grand jury in the Superior Court of the District of Columbia on charges of aggravated assault while armed, possession of a firearm during a crime of violence, and unlawful possession of a firearm (prior conviction).  Russell faces a maximum of 30 years in prison if convicted of the charges. The aggravated assault charge was brought under the D.C. Council’s Secure DC Omnibus Amendment Act of 2024. The change in the law recognizes all gunshot wounds as serious bodily injury.

                According to the government’s evidence, Russell fired a single gunshot from the sidewalk at the victim—who was seated on his porch, smoking—and struck the victim in the right arm. 

                Following the shooting, Russell fled the scene. He was arrested on June 7, 2024 and has been in custody since his arrest.

                This case was investigated by the Metropolitan Police Department and the U.S. Attorney’s Office for the District of Columbia.  It is being prosecuted by Assistant U.S. Attorney Jacob Green.  Valuable assistance was provided by Assistant U.S. Attorney Anthony Cocuzza.

               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 Security: Henrico man sentenced to over eight years in prison for illegally possessing Molotov cocktails

    Source: Office of United States Attorneys

    RICHMOND, Va. – A Henrico man was sentenced today to eight years and one month in prison for possession of destructive devices.

    According to court documents, in August 2020, Xavier Louis Lopez, 25, paced through his suburban Henrico neighborhood, wielding a knife that he used to slash the tires of cars belonging to neighbors of whose political views he disapproved. When police officers located and arrested Lopez, he violently resisted, attempted to gain control of a knife, and physically assaulted the officers.

    After the arrest, investigators searched Lopez’s residence and located over a thousand rounds of ammunition, more than a dozen high-capacity magazines, rifle parts, and machining tools and equipment. All firearms-related items were seized following his 2021 plea agreement related to felony vandalism charges.

    After Lopez’s release from prison in November 2022, investigators recovered eight Molotov cocktails, destructive devices with Styrofoam added to the gasoline mixture inside, creating improvised napalm. Located near the Molotov cocktails was a box of 9mm hollow-point ammunition, as well as the defendant’s attempts to 3D-print the final piece of a 9mm handgun build kit he had purchased anonymously online.

    Erik S. Siebert, U.S. Attorney for the Eastern District of Virginia, and Stanley M. Meador, Special Agent in Charge of the FBI’s Richmond Field Office, made the announcement after sentencing by U.S. District Judge David J. Novak. The U.S. Attorney’s Office and the FBI’s Richmond Field Office thank the Henrico County Police Department and Commonwealth’s Attorney’s Office for their assistance to the investigation.

    Assistant U.S. Attorney Thomas A. Garnett and Peter S. Duffey prosecuted the case.

    A copy of this press release is located on the website of the U.S. Attorney’s Office for the Eastern District of Virginia. Related court documents and information are located on the website of the District Court for the Eastern District of Virginia or on PACER by searching for Case No. 3:23-cr-79.

    MIL Security OSI

  • MIL-OSI USA: ICYMI: At Hearing, Warren Warns Republican Cuts to Medicaid Would Harm Millions of Americans Struggling with Opioid Addiction

    US Senate News:

    Source: United States Senator for Massachusetts – Elizabeth Warren

    February 27, 2025

    One study found that the health care and criminal justice systems save up to $100,000 over the course of a person’s life when they are treated with medication for opioid addiction. 

    “If Republicans really wanted to save money, they’d be expanding treatment to folks they claim they want to represent here, rather than ripping it away so that we can bankroll tax cuts for billionaires.”

    Video of Exchange (YouTube)

    Washington, D.C. – At a hearing of the Senate Committee on Aging, U.S. Senator Elizabeth Warren (D-Mass.) slammed Republican proposals to cut Medicaid, which would harm the millions of Americans struggling with opioid addiction who rely on Medicaid to receive treatment. Medicaid is the single largest payer of substance use disorder services in the entire country. 

    Republicans’ plan would pay for more tax cuts for billionaires by slashing Medicaid funding by over $800 billion.

    Dr. Malik Burnett, Assistant Professor in Addiction Medicine at the University of Maryland Midtown Campus, testified that capping Medicaid funding would limit patients’ options for addiction treatment. It would also reduce access to in-network providers for Medicaid patients as more providers would disenroll from the Medicaid network, denying patients the ability to access treatment close to where they live. 

    Dr. Burnett also testified that receiving opioid addiction treatment allows people to return to work sooner and become productive members of society, ultimately reducing strain on the social safety net. As a result, cutting Medicaid funding would actually force states to spend more. 

    Senator Warren called on Republicans in Congress to deliver real solutions to the constituents they represent instead of pushing for tax cuts for billionaires and large corporations while ripping away people’s health care.

    Transcript: Hearing to Examine Combating the Opioid Epidemic
    U.S. Senate Committee On Aging
    February 26, 2025

    Senator Elizabeth Warren: Thank you, Mr. Chairman, and thank you and Ranking Member Gillibrand for holding this hearing today. It’s a really important topic, and I appreciate the care with which you treat this issue. 

    Since 2017, the opioid epidemic has taken the lives of nearly half a million Americans. Their families—and so many more—need Congress to come up with real solutions. For example, I know Chairman Scott and I agree on the need to close a trade loophole that lets China ship fentanyl precursors into the country uninspected, and it’s time to put a stop to that.

    But, as we sit here today, President Trump and Congressional Republicans are working hard to advance budget legislation that would make the opioid epidemic worse, not better. They have proposals to cut over $800 billion from Medicaid, which is the largest single payer of substance use disorder services in the entire country. Why? So they can fund tax cuts for billionaires.

    Let’s be clear about this: slashing Medicaid funding either through per capita caps or back door cuts like work requirements in an area that already has work requirements would mean ripping away health care from millions of vulnerable Americans, including about a million people right now, who are getting treatment for their opioid addiction. 

    Dr. Burnett, you’ve worked on the front lines of the opioid crisis. You have helped countless people overcome addiction. I want to thank you for your work and express my admiration for that, but tell me, in this budget space, what percentage of your patients rely on Medicaid for their treatment?

    Dr. Malik Burnett, Assistant Professor in Addiction Medicine at the University of Maryland Midtown Campus: I would say, currently, about 80% of our patients rely on Medicaid for treatment. 

    Senator Warren: Wow. So, in other words, Medicaid, as I understand it, is not just one option for how people get treatment. It is the backbone of the entire system for treating opioid addiction. Is that fair? 

    Dr. Burnett: That’s a fair comment.

    Senator Warren: All right, and yet, Republicans are talking about gutting that system to the tune of nearly a trillion dollars. So, I’d like to look at just a little deeper level about what those cuts would actually mean for our country’s battle against the opioid crisis. Two of the policies proposed by House Republicans are capping Medicaid payments to states and imposing red tape like additional work requirements. 

    Dr. Burnett, can you just talk for a minute about how those changes would affect access to treatment if they were put into law? 

    Dr. Burnett: Absolutely. I think one, there was a recent Kaiser Family Foundation study that talks about the work requirements issue, and that actually almost 92% of people on Medicaid already are either working or involved in some sort of part-time or full-time work. So, the work requirements situation would just really add a lot of administrative burdens, ultimately resulting in people getting kicked off of Medicaid. 

    Senator Warren: So I just want to make sure we say that again: what proportion of people are now already subject to work requirements?

    Dr. Burnett: 92% 

    Senator Warren: 92%. All right, so adding more work requirements on top of this has what impact?

    Dr. Burnett: It would certainly increase the administrative burdens of keeping people on Medicaid. 

    Senator Warren: That’s right. And what’s the consequence of increasing those administrative burdens? 

    Dr. Burnett: They would lose access to their addiction.

    Senator Warren: That’s right. So, people just can’t get the paperwork filled out. More people fall by the wayside. I think that was the Arkansas experiment, as I recall. 

    Dr. Burnett: That’s correct. 

    Senator Warren: Yeah. But there’s another part to this as well. What about capping the funding?

    Dr. Burnett: Yeah, capping the funding would create two problems. One, it would definitely curtail the amount of choice that patients have relative to the types of addiction treatment that they would have, and then capping the funding would also create a network adequacy problem because more providers would disenroll from accepting patients on Medicaid, so patients would not have the ability to access treatment close to where they live.

    Senator Warren: Yeah, in fact, we don’t have to speculate on what the consequences would be. In states expanding Medicaid treatment for opioid addiction, it increased over four times faster than in states that refused the expansion. Meanwhile, Republican states that imposed so-called work requirements did not actually increase employment, because that was never the point. Instead, opioid overdoses went up and access to treatment actually went down. So look, there is no denying the critical role that Medicaid plays in fighting the opioid epidemic. Cutting that program is not just cruel, it’s totally backwards in what we’re trying to accomplish. 

    Might I ask one more question, Mr. Chairman? Thank you.

    Dr. Burnett, I want to ask about something you’ve done some scholarly work on and you’ve published. You’ve written extensively about the positive effects of investing in treatment and how that ultimately lowers costs down the line, so that if you cut the investments for treatment like cutting Medicaid, the question is, is that really going to save any money? 

    Dr. Burnett: No, I think, as I said in my testimony, people who experience treatment are much faster to return to work, be productive members of society, and ultimately not be a burden on the social safety net. So it would actually be more detrimental to cut Medicaid funding in terms of the amount of expenditure that states and public dollars would be needing to use.

    Senator Warren: So, this treatment gets people back to work, fewer trips to the emergency room?

    Dr. Burnett: Totally.

    Senator Warren: The long-term cost is that we save money by making these investments. One study found that for every patient treated with medication for opioid addiction, the government saves up to $100,000 over the course of that person’s lifetime. Let’s be clear: the budget cuts the Republicans are proposing are not about saving money. If Republicans really wanted to save money, they’d be expanding treatment to folks they claim they want to represent here, rather than ripping it away so that we can bankroll tax cuts for billionaires. 

    Families and communities across this country are counting on us to deliver real solutions to the opioid epidemic, not play politics, and I won’t stop fighting for that. Thank you very much. Thank you all for being here. Thank you, Mr. Chairman.

    MIL OSI USA News

  • MIL-OSI USA: WATCH: Padilla Warns Against Trump’s Push to Install His Personal Lawyers to Top Department of Justice Positions

    US Senate News:

    Source: United States Senator Alex Padilla (D-Calif.)

    WATCH: Padilla Warns Against Trump’s Push to Install His Personal Lawyers to Top Department of Justice Positions

    WATCH: Padilla calls out DOJ nominees for loyalty to Trump above the Constitution

    WASHINGTON, D.C. — Today, U.S. Senator Alex Padilla (D-Calif.), a member of the Senate Judiciary Committee, warned against President Trump’s alarming pattern of nominating lawyers who have previously represented him for senior Department of Justice positions, and called the nominees out for refusing to commit to uphold key Constitutional provisions. He voted against advancing Trump’s nominee for U.S. Deputy Attorney General, Todd Blanche, who served as Trump’s personal criminal defense attorney in several cases, including Trump’s New York hush money trial, in which the President was convicted of 34 felony counts.

    Padilla underscored the refusals of Attorney General Pam Bondi and Solicitor General nominee John Sauer to commit to protecting birthright citizenship, which is guaranteed by the 14th Amendment of the U.S. Constitution. He also highlighted the conflicts of interest Bondi, Blanche, Sauer, and other top officials at the Justice Department have due to their previous representation of Trump — raising concerns about both their independence from Trump and how many officials might need to recuse themselves from important cases.

    In light of these dangerous nominations, Padilla voiced his concerns about eroding public trust in Congress and the Justice system.

    Key Quotes:

    • I can’t recall a time when not just any nominee by any President, but specifically high-ranking positions within the Department of Justice when those nominees would not clearly and strongly respond to the questions that we’ve been asking, about what if you are asked to do something unconstitutional or illegal or unethical? What would you do in that instance?
    • As we zoom out and in the aggregate, it’s not just individual concerns, nominee by nominee by nominee, but collectively speaking, you know, when given so many of these people’s personal history with President Trump, having been his personal lawyer, the concern about true independence and conflict of interest is stronger than ever.
    • There’s so many people now and soon to be at the highest levels of the Department of Justice, we’re at an unprecedented point of where does the conflict stop? Where is the independence, the commitment to the people of the United States and the Constitution? Not fealty to the President of the United States, that not just us as the Senate Judiciary Committee or Congress as a whole, but the American public, they’re losing confidence and faith in this most important of institutions.
    • As we are expressing our concern or even outrage with some of these specific nominees and individual nominees, let’s not lose sight of what’s happening collectively as these nominees are flying through because we’re not hearing any question, any concern from our Republican colleagues in this committee, let alone in the Senate as an entire body, with what’s going on here.

    Video of Senator Padilla’s remarks is available here.

    Footage of his remarks can be downloaded here.

    Senator Padilla has fought to hold Trump’s DOJ nominees accountable. Earlier this month, he questioned Blanche on his personal ties to the President and the Trump Administration’s unlawful firings of more than a dozen Inspectors General. Padilla previously opposed advancing Attorney General Bondi’s nomination after she refused to affirm birthright citizenship, which is constitutionally guaranteed, and declined to disavow the false claim that the 2020 election was stolen during her Senate Judiciary Committee confirmation hearing. He also sounded the alarm on Kash Patel’s reckless nomination to be Director of the Federal Bureau of Investigation (FBI), delivering remarks ahead of Patel’s confirmation at a press conference outside FBI headquarters in Washington, D.C. and in a speech on the Senate floor. Yesterday, Padilla questioned three of President Trump’s DOJ nominees, raising concerns over Republican DOJ nominees’ apparent willingness to disregard the rule of law and ignore court orders they disagree with. Additionally, Padilla joined Senate Judiciary Committee Democrats last month in demanding answers from Bondi, Blanche, Patel, and other Trump Administration nominees and officials on the removal or reassignment of career law enforcement officials across the DOJ and FBI.

    More information on today’s Senate Judiciary Committee hearing is available here.

    MIL OSI USA News

  • MIL-OSI USA: Warner, Thune, Malliotakis & Peters Introduce Legislation to Address Student Debt Crisis

    US Senate News:

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

    WASHINGTON – Today, U.S. Sens. Mark R. Warner (D-VA) and John Thune (R-SD), alongside U.S. Reps. Nicole Malliotakis (R-NY-11) and Scott Peters (D-CA-50), introduced the Employer Participation in Repayment Act – bipartisan legislation to help Americans tackle their student loan debt by making permanent a provision that allows employers to contribute up to $5,250 tax-free to their employees’ student loans.

    In 2020, Sens. Warner and Thune along with Rep. Peters negotiated the inclusion of a provision in the CARES Act that allowed these contributions temporarily. Later that year, as part of the government spending package, they secured an extension allowing this benefit until January 1, 2026. By making this tax benefit permanent, today’s legislation would provide employees with much-needed relief and employers with a unique and permanent tool to attract and retain talented employees.

    “As the first in my family to graduate from college, I wouldn’t have been able to afford my tuition without the help of student loans,” said Sen. Warner. “Unfortunately as the cost of higher education continues to skyrocket, so has the rate of Americans who turn to student loans to pay for college. Today too many Americans are saddled with tough-to-manage student loan debt, with no end in sight. That’s why I’ve teamed up with Sen. Thune to create an innovative, bipartisan approach to help ease the burden of student loans. By making employer student loan repayments tax-exempt, employers will have a tool to recruit and retain a talented workforce while also helping working Americans manage their financial future.”

    “Incentivizing employers to help repay their employees’ student loans was a common-sense step Congress took to address the high levels of student debt that borrowers face,” said Sen. Thune. “This bill would permanently equip employers with this unique tool to help attract and retain talented employees while protecting American taxpayers from costly burdens. This is a win-win for graduates and their employers, and I hope it will once again garner strong, bipartisan support.”

    “Over the past 20 years, the cost to attend college has risen 45 percent, forcing students to choose between pursuing higher education and taking on tens of thousands of dollars in burdensome student loan debt,” said Rep. Malliotakis. “Our bipartisan legislation enables employers to contribute up to $5,250 per year, tax-free, toward their employees’ student loans—helping those entering the workforce pay down debt faster and build a stronger financial future. This tax incentive will continue to strengthen our workforce, increase our nation’s competitiveness, and provide much-needed economic relief to millions of Americans.”

    “I relied on student loans to get through college when the cost of higher education was much lower than it is today. Now, the collective debt among Americans is $1.7 trillion, which limits our economic growth and the economic prospects of young adults,” said Rep. Peters. “Over the last five years, this program has been a huge success — employers have helped pay off thousands of employees’ loans and it gave employers a tool to compete for the best talent. This public-private collaboration has proven itself as a cost-effective solution to the student debt crisis and it is imperative that we make it permanent.” 

    Americans owe a combined $1.77 trillion dollars in student loan debt, according to the most recent quarterly report from the Federal Reserve. This debt is a significant financial burden that not only influences the way the American workforce saves and spends, but also has a stifling effect on the economy. This legislation would update an existing federal program so that it works better for employees living with the reality of burdensome student loan debt.

    The legislation has support from numerous educational organizations and business groups.

    “The National Association of Independent Colleges and Universities (NAICU) is pleased to support bipartisan legislation that would make permanent the expansion of IRC Sec. 127. This expansion to allow student loan repayment assistance should absolutely be a permanent benefit and not expire next year as currently scheduled.  This assistance helps working students, employers, and ultimately the U.S. economy. Section 127 benefits play a critical role in maintaining U.S. competitiveness and preventing the accumulation of student debt by enabling employers to fund the training, development and education of their employees, without imposing tax burdens on those employees for the education they receive.  Employees use these benefits to pursue their educational and career goals and use amounts provided by their employer to either help pay for the cost of tuition or repay student loans,” said Karin Johns, Director of Tax Policy, National Association of Independent Colleges and Universities.

    “The bipartisan and bicameral Employer Participation in Repayment Act will reduce borrowers’ student loan burdens and encourage successful repayment. In turn, it gives employers a permanent tool with which to attract a stable workforce. EFC is proud to endorse this legislation, and we look forward to collaborating with you to advance public policies that appropriately balance the interests of student loan borrowers, employers, and taxpayers,” said Gail daMota, President, Education Finance Council.

    “The U.S. Chamber supports the Employer Participation in Repayment Act because it allows employers voluntarily to provide a valued employee benefit that helps their employees’ financial well-being,” said Chantel Sheaks, Vice President, Retirement Policy, U.S. Chamber of Commerce

    “Candidly has facilitated more than $100M in tax-free Student Loan Employer Contributions to help employees pay down their debt faster, as a workplace benefit, resulting in a whopping 67% reduction in turnover across participating workers. Permanency is crucial to sustaining and scaling this highly efficacious new category of benefit into a new normal,” said Laurel Taylor, CEO, Candidly.

    “Fidelity Investments commends the bipartisan re-introduction of the Employer Participation in Repayment Act. Permanently extending this important incentive is critical to the American workforce’s financial wellness. As a market leader for student debt workplace benefits since 2016, Fidelity has enabled hundreds of employers across a wide range of industries to seamlessly contribute to and ease the student debt burden for their employees. To date, these employers have helped more than 100k employees save more than $500mn and an average of 3-4 years in payments. The growth and popularity of these benefits have accelerated since the introduction of this provision as part of the 2020 CARES Act, and we look forward to working with Congress to enact this legislation permanently into law,” said Jesse Moore, Senior Vice President, Head of Student Debt at Fidelity Investments.

    “We commend Senators Thune and Warner, along with Representatives Malliotakis and Peters, for their leadership in introducing the Employer Participation in Repayment Act. Making the student loan repayment expansion permanent is a critical step toward easing the financial burden on millions of Americans while empowering businesses to attract and retain top talent. This bipartisan, bicameral effort underscores a shared commitment to workforce development, economic growth, and financial well-being for employees nationwide. We urge Congress to pass this legislation and ensure long-term support for student loan repayment benefits,” said Chatrane Birbal, Vice President of Policy and Government Relations at the HR Policy Association. 

    “SHRM strongly supports the reintroduction of the Employer Participation in Repayment Act, a bipartisan bill that would permanently allow employers to assist employees in repaying their student loans. At SHRM, we have long championed policies that empower employers to provide education assistance programs that align with the evolving needs of the workforce. This legislation is key to strengthening the education-to-employment pipeline—ensuring that individuals can pursue and complete their education without being burdened by overwhelming debt, while also helping employers build a skilled and competitive workforce. This legislation provides a commonsense solution that would benefit workers, workplaces, and the economy,” said Emily M. Dickens, Chief of Staff and Head of Government Affairs at the Society for Human Resource Management.

    “We commend the introduction of bipartisan legislation to permanently extend the student loan repayment benefit under Section 127. Supporting efforts by employers to offer education or debt relief to their employees is both economically and fiscally responsible. This bill is a crucial step towards modernizing Section 127 of the tax code, addressing the evolving needs of employees, and ensuring our workforce remains competitive. InStride is dedicated to reducing the burden of student debt and expanding economic opportunities through innovative employer-sponsored education programs. This legislative effort aligns with our mission and helps create a more financially resilient workforce,” said Craig Maloney, CEO, InStride.

    “The National Association of REALTORS ® (NAR) has long supported efforts to ease the burden of student loan debt. The Employer Participation in Repayment Act is a useful tool in easing the weight of student debt. NAR applauds the leadership from Representatives Peters and Malliotakis and Senators Warner and Thune in making this change permanent. This legislation creates a win-win for both employers in search of attracting and maintaining talented workers and employees who will receive relief on their debt, enabling them to save money for important life decisions like purchasing a home,” said National Association of Realtors® President Kevin Sears.

    “Extending the tax exclusion for employer-provided student loan repayment assistance is crucial for today’s U.S. workforce and is 100% aligned with employer perspectives on these benefits,” said Scott Thompson, CEO of Tuition.io. “As the cost of higher education continues to skyrocket, this benefit enables companies to foster a more educated and skilled workforce, while helping their employees cover basic living expenses, a challenge for so many people today. Since Tuition.io started administering contributions in 2016, employers on our platform have helped pay down student loan debt for hundreds of thousands of employees in key sectors like healthcare, manufacturing, and technology. We at Tuition.io strongly support making these benefits under Section 127 permanent, as their removal would be a significant setback for both corporations and their employees.”

    “The introduction of this bill is a huge step in the right direction and, when passed, will be a major win for companies, employees, and society at large. Tax-free employer contributions to student loans is a great way to help employees pay back student loans while providing a unique incentive for employees to align with company priorities. As the cost of education has and will likely continue to rise, this benefit will help alleviate the financial stress employees have incurred in order to gain employment. Permanently including employer student loan contributions under tax-free educational assistance will help pave the way for more employers to play a massive role in solving the student debt crisis,” said Mick MackLaverty, CEO of Highway Benefits.

    “We are proud to support this initiative and grateful to Congressmember Peters for his dedication to San Diego’s small businesses,” said Jessica Anderson, Interim President and CEO of the San Diego Regional Chamber of Commerce. “The Employer Participation in Repayment Act of 2025 will expand the benefits employers can offer by assisting with student debt repayment, in turn helping small businesses attract and retain talent in a competitive workforce. 

    Full text of the legislation can be found here. A summary of the legislation can be found here.

     

    MIL OSI USA News

  • MIL-OSI USA: Missouri Secretary of State Denny Hoskins Champions Critical SAVE Act Reforms to Protect Election Integrity

    Source: US State of Missouri

     

     

    For Immediate Release:   February 27, 2025

    Missouri Secretary of State Denny Hoskins Champions Critical SAVE Act Reforms to Protect Election Integrity

    JEFFERSON CITY, MO Missouri Secretary of State Denny Hoskins, CPA, joined a coalition of state election officials in urging the U.S. Department of Homeland Security to implement significant reforms to the Systematic Alien Verification for Entitlements (SAVE) program. In a joint letter sent to the Department, the group outlined a series of vital improvements designed to enhance the efficiency and accuracy of verifying voter eligibility, thereby bolstering the integrity of our nation’s elections.

     

    “The integrity of our elections is non-negotiable. Ensuring that only eligible citizens cast their votes is the cornerstone of our democratic process,” stated Secretary Hoskins. “By modernizing the SAVE system, we can eliminate unnecessary delays and obstacles that currently burden our state election offices.”

     

    The proposed reforms include:

    • Bulk Search Capability: Enabling state officials to verify the citizenship status of multiple individuals simultaneously, significantly reducing processing time and administrative effort.
    • Expanded Use of Identifiers: Allowing the use of additional identifying information—such as date of birth, Social Security numbers, and driver’s license numbers—that is already collected during voter registration.
    • Fee-Free Access: Removing the fees imposed on state election officials for using the SAVE system, ensuring that federal resources are fully leveraged to protect our elections.
    • Clear Operational Guidelines: Establishing unambiguous directives for the use of the SAVE system to eliminate confusion and judicial inconsistencies.
    • Notification of Naturalization Filings: Implementing a mechanism to alert states when individuals applying for naturalization have a history of voter registration, thereby preemptively addressing potential issues.

     

    Secretary Hoskins emphasized that these measures are essential not only for enhancing administrative efficiency but also for upholding the democratic principle that every vote must count.

     

    “Our collective goal is to ensure a secure electoral process that reflects the will of eligible American citizens. The SAVE Act reforms are a critical step in that direction,” he added.

     

    The joint letter and its recommendations mark a proactive effort by state officials across the country to safeguard election integrity. Missouri remains committed to working collaboratively with federal partners to implement these vital reforms.

     

    Final Draft Jt. SoS SAVE Letter.pdf

     

    2025-02-27 OPINION Securing Our Elections – The Imperative for SAVE Act Reforms

     

     

     

    About Secretary of State Denny Hoskins
    Denny Hoskins, CPA, was elected Missouri Secretary of State in November 2024. With a strong background in business and public service, he is committed to improving government efficiency, transparency, and supporting Missouri families.

    The letter and an opinion piece related to reform support has been attached. 

    For more information, please contact: Rachael Dunn, Director of Communications, [email protected].

    — 30 —

    MIL OSI USA News

  • MIL-OSI Security: Maryland Man Indicted for Armed Rape Committed in January 2012 in NE Washington D.C.

    Source: Office of United States Attorneys

                WASHINGTON – Cristian Josue Arteaga, 35, formerly of Hyattsville, Maryland, was indicted yesterday by a grand jury in the Superior Court of the District of Columbia on multiple counts of first-degree sexual abuse while armed with aggravating circumstances, stemming from a January 22, 2012 armed rape of a victim in Northeast Washington D.C., U.S. Attorney Edward R. Martin, Jr. and Chief Pamela Smith, of the Metropolitan Police Department (MPD) announced. 

                Arteaga will be arraigned before the Honorable Jason Park. If convicted of the charges, Arteaga faces a maximum of life in prison without possibility of release and lifetime sex offender registration. 

               According to the government’s evidence as summarized in the arrest warrant, on January 22, 2012, at approximately 2:30 a.m., the victim was walking home from the Ft. Totten Metro station after finishing her shift at work. As the victim approached her home, Arteaga—a stranger—approached her and asked what time it was. The victim responded by pulling out her phone and relaying the time. Arteaga then brandished a small black handgun, demanded money and made a crude sexual demand while pointing the gun in her face. Arteaga shoved the victim into her neighbor’s carport, pushed her down, and raped her multiple times at gunpoint. Following the assault, Arteaga threatened the victim not to report the assault to police, saying he would kill her if she reported, and then fled the scene.  

               Due to the threats, the victim was afraid to call police to her home and waited until the following morning to report the rape to police. The victim subsequently obtained a rape kit and crime scene technicians processed the crime scene for evidence. Evidence collected in connection with the offense was tested for DNA promptly in 2012. The DNA profile of an unknown male was obtained from the testing and entered into the Combined DNA Index System (CODIS), a DNA database maintained by the FBI. There were no hits in the database and the case went cold.

                On December 19, 2023, the Texas Department of Public Safety issued an NDIS CODIS offender letter, reflecting a match between the unknown male DNA profile that had been entered in CODIS from the 2012 armed rape and Texas offender Cristian Josue Arteaga. Detectives traveled to Texas and lawfully collected a known DNA sample from Arteaga and submitted it for testing and comparison to the evidence from the armed rape that was previously tested in 2012. The DNA testing provided very strong support for inclusion of Arteaga’s and the victim’s DNA profiles being present in the evidence.

                Arteaga has been in custody since his arrest and was brought to the District of Columbia in January 2025 to face these charges.

               This case is being investigated by the Metropolitan Police Department (MPD). 

               This case is being prosecuted by the U.S. Attorney’s Office for the District of Columbia.

               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