Category: Taxation

  • MIL-OSI Security: Defense Contractor President Pleads Guilty to Bribery Scheme Involving $16 Million in Small Business Government Contracts

    Source: Office of United States Attorneys

    SAN DIEGO – Philip Flores, the owner, president and chief executive of Intellipeak Solutions, Inc., a former defense contractor based out of Fredericksburg, Virginia, pleaded guilty in federal court today, admitting that he participated in a bribery scheme with former Naval Information Warfare Center employee James Soriano.

    According to his plea agreement, Flores gave various things of value to Soriano, including expensive meals at restaurants in San Diego and Washington D.C., field level tickets and parking passes to Game 5 of the 2018 MLB World Series in Los Angeles, and tickets to the 2019 NFL Super Bowl in Atlanta, Georgia. The cost of tickets to these premier sporting events totaled over $18,000.

    In return, Soriano used his position as a contracting officer’s representative at the Naval Information Warfare Center to ensure that Intellipeak was awarded numerous no-bid government contracts through the Small Business Administration’s 8(a) program. Soriano secured the contracts by falsifying technical evaluations, providing high ratings to Intellipeak to do the contracted work, and approving Intellipeak’s invoices on the awarded contracts, despite knowing that Intellipeak was not doing the work but instead subcontracting out all or most of the work to non-8(a) companies in violation of the SBA 8(a) rules.

    Soriano also exploited competitive contracting through the SBA 8(a) program to benefit Intellipeak over other contractors. For example, Soriano secretly allowed Flores to draft contract discriminators to ensure that Intellipeak was selected as a winning bidder on a competitive contract. Soriano also allowed Flores to secretly draft procurement documents for an $86 million competitive contract and then performed multiple steps to attempt to award the contract to Intellipeak even though its bid was $6 million higher than another contractor.

    According to his plea agreement, Flores also exploited Intellipeak’s 8(a) small business status by marketing Intellipeak to other defense contractors, who were not part of the 8(a) program, as a way for those companies to get access to 8(a) sole source contracts, generally in exchange for “pass through” fee that was equal to 6 to 8 percent of the contract value. Flores charged his 6 to 8 percent fee to the government, which Soriano approved, even though both knew that Intellipeak was not doing the work on the contracts and the fee did not reflect performed work.

    According to Flores’s plea agreement, as a result of the conspiracy, the government paid Intellipeak more than $16 million to perform work on approximately 26 government contracts and task orders. The profit Intellipeak made from these contracts and task orders was conservatively estimated to be between $550,000 and $1.5 million. Further, as part of his plea agreement, Flores has agreed to pay restitution to three small businesses that were foreseeable victims of the bribery scheme.

    Flores is scheduled to appear before U.S. District Judge Todd W. Robinson for sentencing on June 13, 2025.

    “Those who undermine the integrity of the government procurement process will be held accountable,” said Acting U.S. Attorney Andrew Haden. “As this guilty plea demonstrates, we will continue to prosecute those individuals who put their own personal gain ahead of the system that supports our nation’s warfighters and at the expense of American taxpayers.”

    “Mr. Flores’s plea agreement is a positive step toward accountability for his role in this illicit scheme,” said John E. Helsing, Acting Special Agent in Charge for the Department of Defense Office of Inspector General, Defense Criminal Investigative Service, Western Field Office. “Mr. Flores sought to enrich himself and his company at the expense of the American taxpayers.  DCIS remains committed to working jointly with the United States Attorney’s Office and our law enforcement partners to investigate and deter public corruption within the Department of Defense.”

    “Mr. Flores’s participation in an illicit scheme to bribe a public official in exchange for unlawful enrichment in contract awards undermines the Department of the Navy’s commitment to a fair and unbiased procurement process,” said Special Agent in Charge Greg Gross of the NCIS Economic Crimes Field Office. “NCIS and our investigative partners remain committed to ensuring the continued integrity of the Department of the Navy’s acquisitions process.”

    “Mr. Flores intentionally undermined the DoD contracting process,” said Special Agent in Charge Tyler Hatcher, IRS Criminal Investigation, Los Angeles Field Office. “The DoD contracting process ensures our warfighters get the best equipment available and that American tax dollars are spent in a responsible manner. IRS-CI is committed to deterring and preventing this sort of fraud, in partnership with fellow law enforcement organizations, to ensure our servicemembers are properly equipped to fight and win in an increasingly complex battlespace.”

    “Those who engage in bribery schemes to gain access to preferential small business contracts will be aggressively investigated,” said SBA OIG’s Assistant Inspector General for Investigations Shafee Carnegie. “Our office will relentlessly pursue fraudsters who seek to exploit SBA’s vital economic programs for small businesses. I want to thank the U.S. Attorney’s Office and our law enforcement partners for their dedication and commitment to seeing justice served.”

    Soriano was charged as a co-defendant and pleaded guilty to conspiracy to commit bribery in 23-cr-2282-TWR. Soriano was also separately charged and pleaded guilty to conspiracy to commit bribery and fraud and false statement in filing a tax return in 24-cr-0341-TWR. Soriano is next scheduled to appear before U.S. District Judge Todd W. Robinson for sentencing on May 9, 2025.

    This case is being prosecuted by Assistant U.S. Attorneys Patrick C. Swan, Katherine E.A. McGrath, and Carling E. Donovan.

    DEFENDANT                       Case Number 23-cr-2282-TWR-2                          

    Philip Flores                            Age: 53                                    Fredericksburg, VA

    SUMMARY OF CHARGES

    Conspiracy to Commit Bribery – Title 18, U.S.C., Section 371

    Maximum penalty: Five years in prison; a maximum $250,000 fine or twice the gross gain or loss resulting from the offense, whichever is greatest; and an order of restitution to victims of the offense of at least $50,000.

    INVESTIGATING AGENCIES

    Defense Criminal Investigative Service

    Naval Criminal Investigative Service

    Small Business Administration – Office of Inspector General

    Internal Revenue Service Criminal Investigation

    Department of Health and Human Services – Office of Inspector General

    If you have information regarding fraud, waste, or abuse relating to Department of Defense personnel or operations, please contact the DoD Hotline at 800-424-9098. 

    MIL Security OSI

  • MIL-OSI Asia-Pac: ‘Financial Assistance for Promotion of Art and Culture’ Scheme

    Source: Government of India (2)

    Posted On: 20 MAR 2025 5:18PM by PIB Delhi

    Ministry of Culture implements a Central Sector scheme by the name of ‘Financial Assistance for Promotion of Art and Culture’. This scheme has eight sub-components under which financial assistance is provided directly to eligible cultural organizations working in the field of art and culture across the country. The brief objective of these schemes is given at Annexure.

    The broad criteria for selecting beneficiaries under the scheme components is as under:

    i)    The organization must be registered as a society under the societies Registration Act 1860 or similar Acts or as a Trust or Not-for-Profit Company and shall have been functioning for a period of at least three years.

    ii)   The organization must be registered on NGO Darpan Portal of NITI Aayog.

    iii)  The organization must have pre-dominate cultural profile.

    iv)  The organization must have submitted audit statements of last three years.

    v)   The organization must have filed Income Tax returns during the last three years.

    Application(s)/ proposal(s) found complete in all respect are placed before the Expert / Steering Committee, duly constituted for each scheme component by the Ministry, for its evaluation and recommendations on case-to-case basis on the merit of the proposal as per the respective scheme guidelines.

    An amount of Rs.78.30 Cr. was released to 2760 organizations under the scheme in the last financial year (2023-2024).

    Ministry of Culture has been monitoring the effective utilization of financial assistance by checking Utilization Certificate as per GFR-2017, Bill vouchers and other evidentiary proofs such as photos/videos, completion certificates etc. This apart, there are also provisions of on-site physical inspections to monitor the progress and effective utilization of financial assistance.

    It has been a continuous endeavour of the Ministry of Culture to expand the reach of its schemes to support a greater number of cultural organizations/ individual artists. Ministry of Culture has taken necessary steps to support a greater number of cultural organizations under the scheme of Promotion of Art and Culture and the guidelines and application forms of these schemes have been uploaded on the Official Website of the Ministry. Wide publicity is also given to the advertisements seeking applications under these schemes through various newspapers, official website and social media platforms of Ministry and concerned Nodal agency of the scheme.

    This information was given by Union Minister for Culture and Tourism Shri Gajendra Singh Shekhawat in a written reply in Rajya Sabha today.

    ***

     

    Sunil Kumar Tiwari

    pibculture[at]gmail[dot]com

    Annexure

    FINANCIAL ASSISTANCE FOR PROMOTION OF ART AND CULTURE

    This scheme has following sub-components:

    1. Financial Assistance to Cultural organizations with National Presence

    To promote and support cultural organisations with national presence involved in promotion of art and culture throughout the country, this grant is given to such organisations that have a properly constituted managing body, registered in India; having a pan-India character with national presence in its operation; adequate working strength; and have spent 1 crore or more during 3 of the last 5 years on cultural activities. The quantum of grant under this scheme is upto Rs. 1 crore which can be increased upto Rs. 5 crore in exceptional cases

    1. Cultural Function & Production Grant (CFPG)

    The objective of this scheme component is to provide financial support to NGOs/ Societies/ Trusts/ Universities etc. for Seminars, Conference, Research, Workshops, Festivals, Exhibitions, Symposia, Production of Dance, Drama-Theatre, Music etc. The maximum grants provided under CFPG is Rs.5 Lakh for an organization which can be increased to Rs. 20.00 lakhs in exceptional cases

    1. Financial Assistance for the Preservation & Development of Cultural Heritage of the Himalayas

                The objective of this scheme component is to promote and preserve the cultural heritage of the Himalayas through research, training and dissemination through audio visual programmes. The financial support is provided to the organizations in the States falling under the Himalayan Region i.e. Jammu & Kashmir, Himachal Pradesh, Uttarakhand, Sikkim and Arunachal Pradesh. The quantum of funding is Rs. 10.00 lakhs per year for an organization which can be increased to Rs. 30.00 lakhs in exceptional cases.

    1. Financial Assistance for the Preservation & Development of Buddhist/Tibetan Organization

    Under this scheme component financial assistance is provided to the voluntary Buddhist/Tibetan organizations including Monasteries engaged in the propagation and scientific development of Buddhist/Tibetan Cultural and tradition and research in related fields. The quantum of funding under scheme component is Rs. 30.00 lakhs per year for an organization which can be increased to 1.00 crore in exceptional cases

    1. Financial Assistance for Building Grants including Studio Theatres

    The objective of this scheme component is to provide financial support to NGO, Trust, Societies, Govt. Sponsored bodies, University, College etc. for creation of Cultural infrastructure (i.e. studio theatre, auditorium, rehearsal hall, classroom etc.) and provision of facilities like electrical, air conditioning, acoustics, light and sound systems etc. Under this scheme component, the maximum amount of grant is up to Rs.50 Lakh in metro cities and up to Rs.25 Lakh in non- metro cities.

    1. Financial Assistance for Allied Cultural Activities

    The objective of this scheme component is to provide financial assistance to all eligible organizations for creation of assets for enhancing the audio-visual spectacle for allied cultural activities to give firsthand experience of live performances on regular basis and during festivals in open/closed areas/spaces. Maximum assistance under the scheme component, including applicable duties & taxes and also Operation & Maintenance (O&M) costing for five years, will be as under: – (i) Audio: Rs.1.00 crore; (ii) Audio+Video: Rs. 1.50 crore.

    • vii. Intangible Cultural Heritage:

    This scheme was launched by the Ministry of Culture in 2013 for safeguarding the intangible cultural heritage and diverse cultural traditions of the country with the objective of reinvigorating and revitalizing various institutions, groups, NGOs, etc. so that they may engage in activities/projects for strengthening, protecting, preserving and promoting the rich intangible cultural heritage of India.

    1. Domestic Festivals and Fairs

    The objective of this scheme is to provide assistance for holding the ‘Rashtriya Sanskriti Mahotsavs’ organized by Ministry of Culture. Rashtriya Sanskriti Mahotsavs (RSMs) are conducted through Zonal Cultural Centres (ZCCs) where a large number of artists from all over the country are engaged to showcase their talents. From November, 2015 onwards, fourteen (14) RSMs have been organized by Ministry of Culture in the country. During last three years, Rs. 38.67 Cr. has been released under this scheme.

    ***

    (Release ID: 2113294) Visitor Counter : 28

    MIL OSI Asia Pacific News

  • MIL-OSI USA: Warren, Wyden Slam Trump Health Nominee Dr. Oz for Medicare Tax Avoidance

    US Senate News:

    Source: United States Senator for Massachusetts – Elizabeth Warren

    March 20, 2025

    Dr. Mehmet Oz, who would oversee Medicare as CMS head, appears to have avoided paying over $400,000 in Medicare taxes over past three tax years

    “If you are unwilling to pay your legal and fair share of taxes into Medicare, there is little reason to believe you will be a good steward of the program for the tens of millions of seniors and people with disabilities who rely on it.”

    Text of Letter (PDF)

    Washington, D.C. – U.S. Senators Elizabeth Warren (D-Mass.), member of the Senate Finance Committee, and Ron Wyden (D-Ore.), Ranking Member of the Senate Finance Committee, slammed Dr. Mehmet Oz, President Trump’s nominee for the Administrator of the Centers for Medicare and Medicaid Services (CMS), for his reported Medicare tax avoidance following his confirmation hearing last week. As head of CMS, Dr. Oz would oversee Medicare — the same agency he has potentially defunded by reportedly avoiding hundreds of thousands of dollars in Medicare and Social Security taxes in the past few years.

    “If you are unwilling to pay your legal and fair share of taxes into Medicare, there is little reason to believe you will be a good steward of the program for the tens of millions of seniors and people with disabilities who rely on it,” wrote the lawmakers.

    A recent review of Dr. Oz’s financial records by Senate Finance Committee staff revealed that he appeared to have avoided over $400,000 in Medicare taxes over the past three tax years by improperly claiming “limited partner” status in his own company, which provided him with an exemption from the Medicare tax. When approached by the Finance Committee and offered the chance to amend his tax returns to bring them in line with the positions of the IRS, Treasury Department, and the Tax Court, Dr. Oz refused.

    “Medicare is funded by the tax contributions of millions of hardworking Americans. Yet, you misused a tax loophole to avoid paying your fair share,” wrote the lawmakers.

    Medicare provides vital and lifesaving services for nearly 70 million Americans. As nearly all Americans eventually enroll in Medicare, nearly all working Americans are required to pay a portion of their income in Medicare tax. For the vast majority of Americans who receive a paycheck from their employer, this contribution is automatically removed from their paychecks. But for wealthy individuals like Dr. Oz who receive income from partnerships, they pay Medicare taxes by appropriately documenting and designating income and paying the required 3.8% of their income in accordance with federal law. It appears that Dr. Oz failed to do so.

    The lawmakers requested that Dr. Oz answer a series of questions regarding this apparent tax avoidance prior to any Senate Finance Committee vote on his nomination, including whether he will commit to paying the IRS the full amount of taxes he has seemingly avoided, whether he will commit to making his tax filings from the last five years public, and whether or not he believes that Americans have the right to refuse to pay their Medicare taxes as required by federal law.

    Senator Warren has scrutinized Dr. Oz through his confirmation process for his conflicts of interest and his anti-abortion views: 

    • In March 2025, Senator Elizabeth Warren wrote to Dr. Oz ahead of his Senate Finance Committee confirmation hearing, demanding answers to questions about his plan to eliminate Traditional Medicare, his serious conflicts of interest, his dangerous anti-abortion views, and more.
    • In March 2025, Senator Warren wrote to Dr. Oz, criticizing his serious conflicts of interest and asking him to make a series of commitments to mitigate them. 
    • In February 2025, Senator Warren and Tammy Duckworth (D-Ill.) criticized Dr. Oz’s  hostile anti-abortion record. As CMS Administrator, Dr. Oz would be in charge of Medicare, Medicaid, and Affordable Care Act (ACA) coverage, exercising broad authority over reproductive health care access.
    • In December 2024, Following his nomination, Senator Warren pressed the nominee on his advocacy to eliminate Traditional Medicare and his deep financial ties to private health insurers that would benefit from that move. 

    MIL OSI USA News

  • MIL-OSI Canada: Prime Minister Carney will eliminate GST for first-time homebuyers

    Source: Government of Canada – Prime Minister

    Canada is in a housing crisis – demand has gone up, supply has not kept pace, and prices are too high. The new government of Canada is taking immediate action to address this crisis.

    Prime Minister Carney today announced that the Government of Canada will eliminate the Goods and Services Tax (GST) for first-time homebuyers on homes at or under $1 million. This tax cut will save Canadians up to $50,000 – allowing more young people and families to enter the housing market and realize the dream of homeownership. By eliminating the GST, Canadians will face lower upfront housing costs and keep more money in their pocket. Eliminating the GST will also have a dynamic effect on increasing supply – spurring the construction of new homes across the country.

    The Prime Minister is laser-focused on lowering costs and will continue to present serious solutions to ensure Canadians are better off. The Government of Canada will confront the housing crisis head-on and build the strongest economy in the G7.

    Quote

    “Our government is laser-focused on lowering costs for Canadians and making homeownership a reality. Eliminating the GST will save first-time homebuyers up to $50,000 and spur housing construction across the country. We will announce a series of new measures to increase housing supply shortly. It’s time for focused action to solve the housing crisis, and it’s time to build a Canada you can afford.”
    — The Rt. Hon. Mark Carney, Prime Minister of Canada

    MIL OSI Canada News

  • MIL-OSI USA: India-Based Chemical Manufacturing Company and Top Employees Indicted for Unlawful Importation of Fentanyl Precursor Chemicals

    Source: US State of North Dakota

    WASHINGTON — An India-based chemical manufacturing company and three high-level employees were charged in federal court in Washington, D.C., today related to illegally importing precursor chemicals used to make illicit fentanyl.

    According to the indictment, Vasudha Pharma Chem Limited (VPC), VPC Chief Global Business Officer Tanweer Ahmed Mohamed Hussain Parkar, 63, of India and the United Kingdom; VPC Marketing Director Venkata Naga Madhusudhan Raju Manthena,  48, of India; and VPC Marketing Representative Krishna Vericharla, 40, of India, were charged with multiple counts of manufacturing and distributing a List I fentanyl precursor chemical for unlawful importation into the United States, and attempting and conspiring to do the same.

    It is alleged VPC advertised fentanyl precursor chemicals for sale worldwide on its website, in marketing materials, and at international trade shows. From March through November 2024, the defendants conspired to distribute a fentanyl precursor chemical knowing it would be unlawfully imported into the United States and used to make fentanyl that would be unlawfully imported into the United States, according to the indictment. On two occasions, in March 2024 and August 2024, the defendants sold an undercover agent 25 kilograms of the fentanyl precursor chemical 1-(tert-Butoxycarbonyl)-4-piperidone, also called N-BOC-4-piperidone, (N-BOC-4P), a List I chemical.

    It is further alleged that between August and September 2024, defendants and the undercover agent negotiated a four-metric-ton (4,000 kilogram) purchase of N-BOC-4P – two metric tons of N-BOC-4P to be shipped to Sinaloa, Mexico, and another two metric tons of N-BOC-4P to be shipped to the United States – for a total price of approximately $380,000, knowing that the N-BOC-4P would be unlawfully imported into the United States and used to manufacture fentanyl that would be unlawfully imported into the United States.

    The four-count indictment charges all defendants with conspiracy to manufacture and distribute a listed chemical for unlawful importation into the United States and for the manufacture and distribution of a controlled substance for unlawful importation into the United States; manufacture and distribution of a listed chemical for unlawful importation into the United States; and attempted manufacture and distribution of a listed chemical for unlawful importation into the United States and for the manufacture and distribution of a controlled substance for unlawful importation into the United States. Additionally, defendants VPC, Vericharla, and Manthena are charged with a second count of manufacture and distribution of a listed chemical for unlawful importation into the United States. If convicted, the individual defendants face a maximum penalty of 10 years in prison. VPC faces a fine of $500,000 on each count.

    Federal agents arrested Parkar and Manthena in New York City this morning.

    Matthew R. Galeotti, Head of the Justice Department’s Criminal Division and Special Agent in Charge Deanne L. Reuter of the DEA Miami Field Division made the announcement.
     

    The Drug Enforcement Administration (DEA) Miami Field Division’s Counternarcotic Cyber Investigations Task Force, a DEA-led multi-agency task force with members from Homeland Security Investigations, the Internal Revenue Service-Criminal Investigations, and state and local agencies from south Florida, are investigating the case. The Special Operations Unit of the Narcotic and Dangerous Drug Section provided support.

    Acting Deputy Chief Melanie Alsworth and Trial Attorneys Jayce Born and Lernik Begian of the Criminal Division’s Narcotic and Dangerous Drug Section are prosecuting the case.

    MIL OSI USA News

  • MIL-OSI Security: 11 Defendants Sentenced in Connection with Cleveland Drug Trafficking Organization

    Source: Office of United States Attorneys

    Suitcases stuffed with drugs were flown from L.A. to sell on Cleveland streets

    CLEVELAND – The U.S. Attorney’s Office for the Northern District of Ohio has announced sentencings in connection with a drug trafficking organization (DTO) that transported suitcases stuffed with illegal drugs from California to Ohio. Eleven defendants were charged with numerous federal crime violations, including Racketeer Influenced and Corrupt Organizations (RICO) conspiracy, in a superseding indictment on Feb. 22, 2024, with the initial indictment issued on Sept. 20, 2023.

    According to court documents, from about May 2021 to about Nov. 29, 2022, the defendants played different roles in a drug trafficking conspiracy. Jerry Baker, aka Jerry Bogarty, 34, of Cleveland, established a criminal organization primarily active on the city’s east side. He led the day-to-day operations of the organization, directing members and associates to generate income by engaging in illegal activities including drug trafficking, extortion, and robbery. Baker determined who was allowed to traffic narcotics on behalf of the enterprise and who was permitted to collect and launder the proceeds. Some enterprise members conspired and attempted to threaten others with acts of violence, including extortion, robbery, and assault, in attempts to collect outstanding debts.

    Overall, the DTO received more than 600 pounds of marijuana from a major supplier based in California. Walter Sornoza, 50, of Los Angeles, led a nationwide distribution network that he named “Empire Genetics.” To get the drugs to Cleveland, enterprise associates would fly from California to Ohio and check-in their baggage, which were suitcases filled with packaged marijuana. The drugs would then be delivered to Cleveland-based members of the organization. Baker directed associates to launder the cash profits from the marijuana sales by converting the proceeds into money orders. Another associate was responsible for flying from Cleveland to Los Angeles to hand the money orders and cash over to the Sornoza enterprise as payment for the marijuana supply received.

    Baker also purchased a small business in Cleveland, “In & Out Tires,” which served as a hub for members and associates to store and distribute drugs. During the investigation, agents also seized several firearms scattered throughout the business, which were intended to be used for protection of the drug enterprise. Other items recovered included money order receipts, packing materials, suitcases, and other supplies used to transport, store and distribute marijuana.

    The defendants were each sentenced to imprisonment and/or probation by U.S. District Judge Patricia A. Gaughan after pleading guilty to their roles in the drug trafficking conspiracy.

    • Baker was sentenced to 168 months in prison for conspiracy to distribute and possess with intent to distribute controlled substances, conspiracy to launder money, RICO conspiracy, possession with intent to distribute, and distribution, of marijuana, possession with intent to distribute fentanyl and heroin, maintaining a drug premise, and for being a felon in possession of a firearm and ammunition. He was also ordered to serve five years of supervised release after imprisonment.
    • Deshaun Martin, 36, of Cleveland, was sentenced to 87 months in prison for conspiracy to distribute and possess with intent to distribute controlled substances, conspiracy to launder monetary instruments, RICO conspiracy, possession with intent to distribute marijuana and cocaine base (crack), and for being a felon in possession of a firearm and ammunition. He was also ordered to serve four years of supervised release after imprisonment.
    • Sornoza was sentenced to 108 months in prison for conspiracy to distribute and possess with intent to distribute controlled substances, conspiracy to launder monetary instruments, and possession with intent to distribute, and distribution, of marijuana. He was also ordered to serve five years of supervised release after imprisonment.
    • Noblys Garcia, aka Flaco, 43, of Studio City, California, was sentenced to 60 months in prison for conspiracy to distribute and possess with intent to distribute controlled substances, conspiracy to launder monetary instruments, distribution of marijuana, and possession with intent to distribute, and distribution, of marijuana. He was also ordered to serve five years of supervised release after imprisonment.
    • Sidne Spencer, 28, of North Hollywood, California, was sentenced to two years of probation for conspiracy to distribute and possess with intent to distribute controlled substances and marijuana.
    • Keveon Lewis, 44, of Corona, California, was sentenced to six months in prison and six months location monitoring for conspiracy to distribute and possess with intent to distribute controlled substances and distribution of marijuana. He was also ordered to serve two years of supervised release after imprisonment.
    • Moniqka Hazzard, 32, of Riverside, California, was sentenced to 30 days in prison and seven months location monitoring for conspiracy to distribute and possess with intent to distribute controlled substances, and conspiracy to launder monetary instruments. She was also ordered to serve three years of supervised release after imprisonment.
    • Jerry Baker Sr., 55, of Cleveland, was sentenced to three years of probation for conspiracy to distribute and possess with intent to distribute controlled substances and for maintaining a drug premise.
    • Antonio Lanier, 35, of Cleveland, was sentenced to 12 months and one day in prison for conspiracy to distribute and possess with intent to distribute controlled substances, and RICO conspiracy. He was also ordered to serve three years of supervised release after imprisonment.
    • Herman Wilson, 43, of Katy, Texas, was sentenced to two years of probation for conspiracy to launder monetary instruments.
    • Ajeremiah Baker, aka AJ, 20, of Garfield Heights, Ohio, was sentenced to 24 months in prison for RICO conspiracy. He was also ordered to serve three years of supervised release after imprisonment.

    This prosecution is part of an Organized Crime Drug Enforcement Task Force (OCDETF) Strike Force Initiative, which provides for the establishment of permanent multi-agency task force teams that work side-by-side in the same location. This co-located model enables agents from different agencies to collaborate on intelligence-driven, multi­-jurisdictional operations to disrupt and dismantle the most significant drug traffickers, money launderers, gangs, and transnational criminal organizations.

    The specific mission of the OCDETF Cleveland Strike Force is to disrupt and dismantle major criminal organizations and subsidiary organizations, including criminal gangs, transnational drug cartels, racketeering organizations, and other groups engaged in illicit activities that present a threat to public safety and national security and are related to the illegal smuggling and trafficking of narcotics or other controlled substances, weapons, humans, or the illegal concealment or transfer of proceeds derived from such illicit activities in the Northern District of Ohio. The OCDETF Cleveland Strike Force is composed of agents and officers from the Federal Bureau of Investigation (FBI), Drug Enforcement Administration (DEA), Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF), Homeland Security Investigations (HSI), United States Marshals Service (USMS), U.S. Postal Inspection Service (USPIS), Internal Revenue Service (IRS), and U.S. Customs and Border Protection (CBP), along with task force officers from numerous local law enforcement agencies, including the Cleveland Division of Police. Prosecutions are led by the Office of the United States Attorney for the Northern District of Ohio.

    This case was investigated by the FBI Cleveland Division, IRS Criminal Investigation, ATF Cleveland Division, U.S. Marshals Service Cleveland, the Cleveland Division of Police, and the Los Angeles Police Department Narcotics Unit. The case was prosecuted by Assistant U.S. Attorney Margaret A. Sweeney for the Northern District of Ohio and Trial Attorney Brian Lynch of the Criminal Division’s Violent Crime and Racketeering Section.

    MIL Security OSI

  • MIL-OSI Security: India-Based Chemical Manufacturing Company and Top Employees Indicted for Unlawful Importation of Fentanyl Precursor Chemicals

    Source: United States Attorneys General

    WASHINGTON — An India-based chemical manufacturing company and three high-level employees were charged in federal court in Washington, D.C., today related to illegally importing precursor chemicals used to make illicit fentanyl.

    According to the indictment, Vasudha Pharma Chem Limited (VPC), VPC Chief Global Business Officer Tanweer Ahmed Mohamed Hussain Parkar, 63, of India and the United Kingdom; VPC Marketing Director Venkata Naga Madhusudhan Raju Manthena,  48, of India; and VPC Marketing Representative Krishna Vericharla, 40, of India, were charged with multiple counts of manufacturing and distributing a List I fentanyl precursor chemical for unlawful importation into the United States, and attempting and conspiring to do the same.

    It is alleged VPC advertised fentanyl precursor chemicals for sale worldwide on its website, in marketing materials, and at international trade shows. From March through November 2024, the defendants conspired to distribute a fentanyl precursor chemical knowing it would be unlawfully imported into the United States and used to make fentanyl that would be unlawfully imported into the United States, according to the indictment. On two occasions, in March 2024 and August 2024, the defendants sold an undercover agent 25 kilograms of the fentanyl precursor chemical 1-(tert-Butoxycarbonyl)-4-piperidone, also called N-BOC-4-piperidone, (N-BOC-4P), a List I chemical.

    It is further alleged that between August and September 2024, defendants and the undercover agent negotiated a four-metric-ton (4,000 kilogram) purchase of N-BOC-4P – two metric tons of N-BOC-4P to be shipped to Sinaloa, Mexico, and another two metric tons of N-BOC-4P to be shipped to the United States – for a total price of approximately $380,000, knowing that the N-BOC-4P would be unlawfully imported into the United States and used to manufacture fentanyl that would be unlawfully imported into the United States.

    The four-count indictment charges all defendants with conspiracy to manufacture and distribute a listed chemical for unlawful importation into the United States and for the manufacture and distribution of a controlled substance for unlawful importation into the United States; manufacture and distribution of a listed chemical for unlawful importation into the United States; and attempted manufacture and distribution of a listed chemical for unlawful importation into the United States and for the manufacture and distribution of a controlled substance for unlawful importation into the United States. Additionally, defendants VPC, Vericharla, and Manthena are charged with a second count of manufacture and distribution of a listed chemical for unlawful importation into the United States. If convicted, the individual defendants face a maximum penalty of 10 years in prison. VPC faces a fine of $500,000 on each count.

    Federal agents arrested Parkar and Manthena in New York City this morning.

    Matthew R. Galeotti, Head of the Justice Department’s Criminal Division and Special Agent in Charge Deanne L. Reuter of the DEA Miami Field Division made the announcement.
     

    The Drug Enforcement Administration (DEA) Miami Field Division’s Counternarcotic Cyber Investigations Task Force, a DEA-led multi-agency task force with members from Homeland Security Investigations, the Internal Revenue Service-Criminal Investigations, and state and local agencies from south Florida, are investigating the case. The Special Operations Unit of the Narcotic and Dangerous Drug Section provided support.

    Acting Deputy Chief Melanie Alsworth and Trial Attorneys Jayce Born and Lernik Begian of the Criminal Division’s Narcotic and Dangerous Drug Section are prosecuting the case.

    MIL Security OSI

  • MIL-Evening Report: The viability of some charities could rest on how they’re taxed – we should be cautious about changing the rules

    Source: The Conversation (Au and NZ) – By Juliet Chevalier-Watts, Associate Professor, Law School, University of Waikato

    Ground Picture/Shutterstock

    There have long been calls for New Zealand’s charity-linked businesses to lose their tax exemption status. Under the current rules, companies such as Sanitarium, which is wholly owned by the Seventh-day Adventist church pay no income tax.

    This could all change very soon.

    Inland Revenue recently opened consultation on rule changes that would include taxing business income unrelated to a charity’s charitable purpose. The consultation period runs until the end of this month.

    But overhauling the tax rules could undermine the sustainability of some charities, making it harder for them to continue their work.

    Our ongoing research looks into the economic contribution of the sector and, in particular, focuses on religious charities. The total value of the services provided by these charities in 2018 alone was NZ$6.1 billion – the equivalent of around 3% of annual government expenditure.

    Other studies have shown the substantial contributions charities make to education, sports, the arts, the environment and other activities that don’t get enough support from the government.

    Making a profit

    There are more than 29,000 registered charities in New Zealand. To register as one, an entity must meet strict legal criteria entrenched in the Charities Act 2005.

    Charities have to fall within one of four legally-recognised charitable purposes: relief of poverty, advancement of education, advancement of religion, and any other purposes beneficial to the community.

    The government recognises the high bar charities have to meet by giving some tax exemptions. This allows the charities to focus on providing benefits to communities rather than having to divert funds to the government. The exemptions are on both passive income (stocks, for example) as well as business income.

    But the issue is not as simple as certain criticisms might imply.

    Charities need to sustain themselves over time – particularly as donations fluctuate. Untaxed profits from charity-linked businesses allow them to do this, and changing the rules could undermine future cash flow for these groups.

    This argument should not be overstated. Removing the exemption won’t completely wipe out a charity’s profits. But it takes a portion of income that would then need to be covered by an increase in donations.

    The Inland Revenue discussion paper also only offers examples of businesses in the primary industry (farming, for example) and manufacturing sectors. But it is silent about the financial and services sectors. It appears charities’ income from interest or financial assets will still be exempt.

    This is not necessarily a bad thing.

    Holding assets such as a portfolio of stocks or bonds can improve charities’ ability to plan for the long term. But the tax rules should remain consistent between financial assets and non-financial assets, such as a farm or business.

    The Sanitarium Health and Wellbeing Company, the manufacturer of Weet-Bix, Marmite and other well known grocery items, is wholly owned by the Seventh-Day Adventist Church and doesn’t pay income tax.
    Adam Constanza/Shutterstock

    Will the gains be worth the cost?

    To better balance the contribution of charities to wider society with efforts to mak tax rules fair, there are a few points the government needs to consider.

    • Firstly, society benefits from having a wide variety of charities. Allowing them to build a stable financial base allows them to grow and continue to do their work.

    • There will always be gaps in what the government is able to provide. It’s arguably more efficient to address unmet need with charities than by leaving it to individuals to find donations themselves.

    • Charities should be able to structure themselves in ways that make them less dependent on donations.

    • The government needs to also consider what it would cost to overhaul the current tax rules when it comes to charities. Administrative costs for everyone could end up being greater than the revenue gained.

    • Finally, the impact of the proposed changes would extend beyond religious organisations to include gaming trusts, universities and asset-holding charities that provide significant funding for sports, arts, cultural and welfare organisations.

    Having public consultation on Inland Revenue’s proposed changes is a good start, but it is just that.

    More needs to be done to understand the implications for communities should tax changes occur – and what could be lost if charities are substantially less sustainable. So, if the government delivers a plan, let’s read and evaluate the small print.


    The authors thank Steven Moe, Partner at Parryfield Lawyers, for his significant help and mahi in contributing to this article.


    Juliet Chevalier-Watts receives funding from The Wilberforce Foundation and the InterChurch Bureau.

    Over four decades I have served as a volunteer and trustee for a range of development, educational, health and religious charities.

    ref. The viability of some charities could rest on how they’re taxed – we should be cautious about changing the rules – https://theconversation.com/the-viability-of-some-charities-could-rest-on-how-theyre-taxed-we-should-be-cautious-about-changing-the-rules-251137

    MIL OSI AnalysisEveningReport.nz

  • MIL-OSI Security: York County Tax Preparer Indicted for Submission of Fraudulent PPP Loan Applications and Destruction of Records

    Source: Office of United States Attorneys

    HARRISBURG – The United States Attorney’s Office for the Middle District of Pennsylvania announced that Dommonick T. Chatman, age 49, of York, Pennsylvania, was indicted on twenty counts of bank fraud and one count of destroying records in a federal investigation.

    According to Acting United States Attorney John C. Gurganus, the indictment alleges that Chatman either submitted or caused to be submitted false and fraudulent Paycheck Protection Program (PPP) loan applications and supporting documentation in order to obtain funds for his clients and kickback payments to himself.

    The PPP program was created by the March 2020 CARES Act, as part of the United States government’s efforts to mitigate the impact of the COVID-19 pandemic on the public’s health and economic well-being. The PPP program was designed to help small businesses facing financial difficulties during the COVID-19 pandemic. PPP funds were offered in forgivable loans, provided that certain criteria are met, including use of the funds for employee payroll, mortgage interest, lease, and utilities expenses.

               According to the indictment, Chatman operated a business located in York, PA, known as The Chatman Group, LLC, through which he offered tax-preparation services. It is alleged that Chatman discussed the PPP and funds available through the PPP with existing and prospective clients of his company. If the clients decided to move forward with PPP loan applications, Chatman prepared a PPP loan application for and on behalf of a client or directed an employee of The Chatman Group to prepare an application using information that he provided. Chatman then knowingly inserted false and fraudulent information into clients’ applications and supporting documentation. For example, several loan applications were supported by a Schedule C—an official IRS tax form for the reporting of business income by a sole proprietor—claiming over $100,000 in gross receipts when, in reality, the taxpayer either did not file a Schedule C for the corresponding tax year or filed a Schedule C reporting gross receipts of less than $15,000.

    A financial institution, including at times an unnamed financial institution headquartered in the Middle District of Pennsylvania, then approved such loans in reliance on the documentation submitted to it.

    The indictment contains twenty individual charges of bank fraud, each of which is based on an allegedly false and fraudulent PPP loan application filed during March and April 2021. Most of the applications were for a requested amount of approximately $20,833, which was the maximum possible amount for a sole proprietor with no employees. 

    The indictment also alleges that in November and December 2022, after being contacted and interviewed by members of federal law enforcement, Chatman knowingly destroyed records—including electronically stored PPP loan applications of clients and a hard copy list of PPP loan applications of clients—with the intent to obstruct a federal grand jury investigation. 

    The case was investigated by the Federal Bureau of Investigation and the U.S. Department of the Treasury, Office of Inspector General. Assistant U.S. Attorney Ravi Romel Sharma is prosecuting the case. 

    The maximum penalty under federal law for bank fraud is 30 years of imprisonment, a term of supervised release following imprisonment, and a fine. The maximum penalty for destruction of records in a federal investigation is 20 years of imprisonment, a term of supervised release following imprisonment, and a fine. A sentence following a finding of guilt is imposed by the Judge after consideration of the applicable federal sentencing statutes and the Federal Sentencing Guidelines.

    Indictments are only allegations. All persons charged are presumed to be innocent unless and until found guilty in court.

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

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

    # # #

     

    MIL Security OSI

  • MIL-OSI USA: Cassidy Meets Business Leaders in Metairie, Tours DSC Dredge Facility in Reserve

    US Senate News:

    Source: United States Senator for Louisiana Bill Cassidy
    METAIRIE – Yesterday in Metairie, U.S. Senator Bill Cassidy, M.D. (R-LA) met with the Jefferson Business Council, a collection of Presidents and CEOs of major companies in Jefferson Parish. They discussed their concerns about issues affecting families and business owners in the parish.
    “The members of the Jefferson Business Council had great questions about making flood insurance affordable and vaccinating children against measles,” said Dr. Cassidy. “We will work together with Congress and President Trump to meet these goals, so this community can be healthier and more affordable for families.”
    A priority for both families and business owners in the New Orleans area is keeping flood insurance affordable. Last Thursday, Cassidy went to the Senate floor to call on Congress to renew the National Flood Insurance Program (NFIP) for another two years, instead of having to rely on short-term extensions. He also proposed the bipartisan Flood Insurance Affordability Tax Credit Act in February, which would give low- and middle-income households enrolled in the NFIP a 33% refundable tax credit to combat rising flood insurance premiums.
    Cassidy is also working to renew the Tax Cuts and Jobs Act (TCJA) of 2017, which he supported and helped pass into law late that year. To that end, Cassidy recently met with President Trump as a Republican member of the U.S. Senate Finance Committee, to discuss how to renew the TCJA while also providing more tax relief to middle-class families and balancing the budget.
    Cassidy was welcomed to the meeting by Mr. Mark Rosa, Chairman of the Jefferson Business Council.
    “On behalf of the Jefferson Business Council, it is a pleasure to meet with Senator Cassidy,” said Mr. Rosa. “Members of the JBS always welcome hearing from our representatives in Washington to speak to us on matters that will potentially impact the quality of life of the residents of Jefferson Parish.”
    Later, Cassidy visited DSC Dredge in Reserve, where he learned how they build custom dredges and dredge control systems that make harbors and shipping channels navigable to keep the flow of commerce going.
    “DSC Dredge is an incredibly innovative company based in Louisiana whose dredges are being used from the LSU Lakes to Bangladesh,” said Dr. Cassidy. “And they beat the competition.”
    Cassidy’s Infrastructure Investment and Jobs Act (IIJA) included $109 million for federal projects sponsored by the U.S. Army Corps of Engineers to dredge and repair damages caused by Hurricanes Laura, Delta and Zeta. Another $808 million was included for the Mississippi River and tributaries, and $251 million for flood and coastal emergencies, directly benefiting Louisiana. Thanks to these efforts, dredging for various Corps projects was funded months after the passage of the IIA, including for the Atchafalaya River and Bayous Chene, Boeuf and Black, the Barataria Bay Waterway, the Freshwater Bayou, and the Gulf Intracoastal Waterway.
    While at DSC Dredge, Cassidy toured the facility and met both with executives and employees of the company. Cassidy was welcomed by Mr. Bob and Bill Wetta, brothers and co-owners of DSC Dredge.
    “Our team takes great pride in designing and building dredges that keep America’s waterways open, provide critical infrastructure materials and perform environmental restoration and mitigation services,” said the Wettas. “We appreciate Senator Cassidy’s commitment to supporting industries like DSC Dredge that manufacture products critical to this mission. During the roundtable, our employees had the valuable opportunity to speak with the Senator, ask questions on key issues, and gain insights they wouldn’t have otherwise received. We are grateful for the time he took to engage directly with our team and hear their perspectives firsthand.”

    MIL OSI USA News

  • MIL-OSI USA: CBO Releases Infographics About the Federal Budget in Fiscal Year 2024

    Source: US Congressional Budget Office

    Each year, CBO releases a set of four budget infographics that provide a detailed look at the past fiscal year as well as broader trends over the past few decades. Today, CBO published the latest infographics showing the federal budget results for fiscal year 2024.

    These infographics help people understand how much the government spends and takes in each year and what programs and revenue sources account for the largest portions of those budgetary flows.

    As highlighted in the first infographic, the government ran a budget deficit of $1.8 trillion in 2024, which is equal to 6.4 percent of gross domestic product (GDP)—much larger than the average of 3.8 percent over the past 50 years. The government’s net interest costs totaled $881 billion in 2024, about two and half times the amount in 2021.

    The first two infographics (which feature the budgetary overview and mandatory spending) show that Social Security and Medicare accounted for the majority of mandatory spending and more than one-third of federal spending in 2024; combined, those two programs eclipsed discretionary spending, which is presented in the third infographic. Outlays for nondefense programs accounted for more than half of the discretionary total. Revenues (shown in the fourth infographic) were slightly more, as a percentage of GDP, than they averaged over the past 20 years.

    You can view the infographics for 2024 below, including an interactive version of the one about the overall federal budget:

    Infographics for other years are also available.

    Dan Ready is an analyst in CBO’s Budget Analysis Division.

    MIL OSI USA News

  • MIL-OSI Security: Operators Of Jacksonville Roofing Business Sentenced To Federal Prison For Payroll Tax Fraud And Workers’ Compensation Fraud

    Source: Office of United States Attorneys

    Jacksonville, Florida – U.S. District Judge Harvey E. Schlesinger has sentenced Jacksonville residents Travis Morgan Slaughter and Tripp Charles Slaughter to 41 months and 21 months in federal prison, respectively, for conspiracy to commit mail and wire fraud and conspiracy to commit tax fraud related to Jacksonville roofing businesses they operated. The Slaughters pled guilty on November 25, 2024.

    As part of their sentence, the court entered an order of forfeiture against Travis Slaughter in the amount of $2,780,947.56 and against Tripp Slaughter in the amount $416,799.66, which were proceeds traceable to the mail and wire fraud offenses. The court also ordered Travis Slaughter to pay restitution in the amount of $6,768,612.32 to the Internal Revenue Service (IRS) for payroll tax losses, $2,780,947.56 to two insurance companies for unpaid workers’ compensation insurance premiums, and $271,217.39 to the same two companies for two paid workers’ compensation claims. The court ordered Tripp Slaughter to pay restitution of $623,269.64 to the IRS for payroll tax losses, $416,799.66 to an insurance company for unpaid workers’ compensation insurance premiums, and $137,778.39 to the same company for a paid workers’ compensation claim.

    According to court documents, beginning in 2007, Travis Slaughter operated a roofing business in Jacksonville, first under the name Great White Construction and then under the name Florida Roofing Experts. In January 2020, the business began operating under the name 5 Star Roofing Services, which Tripp Slaughter incorporated. Although the name changed, each business operated in the same manner, banked at the same financial institutions, and employed the same employees.

    The company contracted with professional employer organizations (PEOs) to prepare payroll checks for employees, after making deductions for payroll taxes, and to file payroll tax returns and forward tax payments to governmental authorities. However, the company did not provide the PEOs with information about all the hours worked by, or all the wages due to, its employees. Instead, the company also paid the employees directly, with separate checks drawn on company bank accounts, and did not deduct payroll taxes from these checks. By paying employees with “split checks”—one from the PEO and one from the company—the company avoided paying the full amount of payroll taxes due to the IRS. For the period of October 2015 through June 2020, the company paid a total of approximately $23,079,680 in wages that were not reported to the IRS. The payroll taxes due to the IRS on this amount total approximately $4,292,429. The PEOs also secured workers’ compensation insurance coverage for the company. The premiums charged by the workers’ compensation insurers were based on the total amount of payroll that the company reported to the PEOs. If the company had reported the actual amount of payroll, the insurers would have charged additional premiums totaling approximately $2,780,947.

    In addition to causing the company to underreport their payroll to the IRS, the Slaughters also underreported their personal income to the IRS. For the tax years 2014 through 2019, the unpaid taxes due on Travis Slaughter’s unreported income totaled approximately $2,467,183. For the tax years 2015 through 2019, the unpaid taxes due on Tripp Slaughter’s unreported income totaled approximately $263,614.

    “The actions of these two defendants represent a blatant disregard for U.S. law and our financial systems. Despite operating successful construction businesses that generated millions of dollars in wealth, their greed drove them to lie and cheat for years,” said Special Agent in Charge Ron Loecker, of the IRS Criminal Investigation (IRS-CI), Tampa Field Office. “Their scheme to evade millions of dollars in taxes not only undermined the integrity of our tax system but also created an unfair advantage in which law-abiding competitors cannot compete for bids.  Our job is to make sure dishonest offenders like these two face the consequences of their criminal activities.”

    “The Slaughters defrauded insurance companies of millions in workers’ compensation insurance premiums and will be responsible for financial restitution for the loss of insurance premiums and death and injury claims,” said ICE HSI Tampa, Jacksonville office Assistant Special Agent in Charge Tim Hemker. “As part of this criminal enterprise, they also exploited the labor of hundreds of illegal aliens.”

    This case was investigated by Internal Revenue Service – Criminal Investigation, Homeland Security Investigations, Housing and Urban Development – Office of Inspector General, and the Florida Department of Financial Services. It was prosecuted by Assistant United States Attorney Arnold B. Corsmeier. The asset forfeiture is being handled by Assistant United States Attorney Jennifer M. Harrington.

    MIL Security OSI

  • MIL-OSI: Monolithic Power Systems Updates First Quarter 2025 Financial Guidance

    Source: GlobeNewswire (MIL-OSI)

    KIRKLAND, Wash., March 20, 2025 (GLOBE NEWSWIRE) — Monolithic Power Systems, Inc. (“MPS”) (Nasdaq: MPWR), a fabless global company that provides high-performance, semiconductor-based power electronics solutions, today announced updates to its financial guidance for the three months ending March 31, 2025.

    The following table presents the updated financial guidance for the three months ending March 31, 2025:

      Previously Announced on
    February 6, 2025
    Updated as of
    March 20, 2025
    Revenue $610.0 million to $630.0 million $630.0 million to $640.0 million
    GAAP operating expenses $180.2 million to $186.2 million $184.9 million to $190.9 million
    Non-GAAP (1) operating expenses $126.9 million to $130.9 million $131.6 million to $135.6 million

    As previously announced, on March 20, 2025, MPS will host an Analyst Day at 9:00 am Pacific Time. During the course of the event, management will discuss MPS’s corporate strategy, business and product updates, and financial metrics. The webcast of the event can be accessed, free of charge, at https://mpsic.zoom.us/j/98462171986 (meeting ID: 984-6217-1986). In addition, MPS will provide more information on the first quarter financial results and second quarter guidance in our earnings release and webinar at the end of April 2025 / beginning of May 2025.

    (1) Projected non-GAAP operating expenses exclude the effect of stock-based compensation and related expenses. These non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. A schedule reconciling non-GAAP financial measures is included at the end of this press release. MPS utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its core operating performance and to evaluate and manage its internal business and assist in making financial operating decisions. MPS believes that the inclusion of non-GAAP financial measures, together with GAAP measures, provides investors with an alternative presentation useful to investors’ understanding of MPS’s core operating results and trends. Additionally, MPS believes that the inclusion of non-GAAP measures, together with GAAP measures, provides investors with an additional dimension of comparability to similar companies. However, investors should be aware that non-GAAP financial measures utilized by other companies are not likely to be comparable in most cases to the non-GAAP financial measures used by MPS. See the GAAP to non-GAAP reconciliations in the tables set forth below.

    Safe Harbor Statement
    This press release contains, and statements that will be made during the live webcast will contain, forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including, among other things, (i) updated first quarter of 2025 financial guidance, (ii) our 2025 three-year financial goals, (iii) our outlook for the first quarter of 2025 and the near-term, medium-term and long-term prospects of MPS, including our ability to adapt to changing market conditions, performance against our business plan, our ability to grow despite the various challenges facing our business, our industry and the global economic environment, revenue growth in certain of our market segments, potential new business segments, our continued investment in research and development (“R&D”), expected revenue growth, customers’ acceptance of our new product offerings, the prospects of our new product development, our expectations regarding market and industry segment trends and prospects, and our projected expansion of capacity and the impact it may have on our business, (iv) market trends, market growth projections, anticipated market drivers and our ability to penetrate new and existing markets, (v) the seasonality of our business, (vi) our ability to reduce our expenses, and (vii) statements regarding the assumptions underlying or relating to any statement described in (i)-(vii) above. These forward-looking statements are not historical facts or guarantees of future performance or events, are based on current expectations, estimates, beliefs, assumptions, goals, and objectives, and involve significant known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from the results expressed by these statements. Readers of this press release and listeners to the accompanying conference call are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ include, but are not limited to, continued uncertainties in the global economy, including due to the Russia-Ukraine and Middle East conflicts, inflation, consumer sentiment and other factors; adverse events arising from orders or regulations of governmental entities, including such orders or regulations that impact our customers or suppliers, and adoption of new or amended accounting standards; adverse changes in laws and government regulations such as tariffs on imports of foreign goods, export regulations and export classifications, and tax laws or the interpretation of same, including in foreign countries where MPS has offices or operations; the effect of export controls, trade and economic sanctions regulations and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets, particularly in China; our ability to obtain governmental licenses and approvals for international trading activities or technology transfers, including export licenses; acceptance of, or demand for, our products, in particular the new products launched recently, being different than expected; our ability to increase market share in our targeted markets; difficulty in predicting or budgeting for future customer demand and channel inventories, expenses and financial contingencies (including as a result of any continuing impact from the Russia-Ukraine and Middle East conflicts); our ability to efficiently and effectively develop new products and receive a return on our R&D expense investment; our ability to attract new customers and retain existing customers; our ability to meet customer demand for our products due to constraints on our third-party suppliers’ ability to manufacture sufficient quantities of our products or otherwise; our ability to expand manufacturing capacity to support future growth; adverse changes in production and testing efficiency of our products; any political, cultural, military, regulatory, economic, foreign exchange and operational changes in China, where a significant portion of our manufacturing capacity comes from; any market disruptions or interruptions in our schedule of new product development releases; our ability to manage our inventory levels; adequate supply of our products from our third-party manufacturing partners; adverse changes or developments in the semiconductor industry generally, which is cyclical in nature, and our ability to adjust our operations to address such changes or developments; the ongoing consolidation of companies in the semiconductor industry; competition generally and the increasingly competitive nature of our industry; our ability to realize the anticipated benefits of companies and products that MPS acquires, and our ability to effectively and efficiently integrate these acquired companies and products into our operations; the risks, uncertainties and costs of litigation in which MPS is involved; the outcome of any upcoming trials, hearings, motions and appeals; the adverse impact on our financial performance if its tax and litigation provisions are inadequate; our ability to effectively manage our growth and attract and retain qualified personnel; the effect of epidemics and pandemics on the global economy and on our business; the risks associated with the financial market, economy and geopolitical uncertainties, including the collapse of certain banks in the U.S. and elsewhere and the Russia-Ukraine and Middle East conflicts; and other important risk factors identified under the caption “Risk Factors” and elsewhere in our Securities and Exchange Commission (“SEC”) filings, including, but not limited to, our Annual Report on Form 10-K filed with the SEC on March 3, 2025. MPS assumes no obligation to update the information in this press release or in the accompanying webinar.   

    About Monolithic Power Systems
    Monolithic Power Systems, Inc. (“MPS”) is a fabless global company that provides high-performance, semiconductor-based power electronics solutions. MPS’s mission is to reduce energy and material consumption to improve all aspects of quality of life. Founded in 1997 by our CEO Michael Hsing, MPS has three core strengths: deep system-level knowledge, strong semiconductor expertise, and innovative proprietary technologies in the areas of semiconductor processes, system integration, and packaging. These combined advantages enable MPS to deliver reliable, compact, and monolithic solutions that are highly energy-efficient, cost-effective, and environmentally responsible while providing a consistent return on investment to our stockholders. MPS can be contacted through its website at www.monolithicpower.com or its support offices around the world.

    Monolithic Power Systems, MPS, and the MPS logo are registered trademarks of Monolithic Power Systems, Inc. in the U.S. and trademarked in certain other countries. 

    Contact:
    Bernie Blegen
    Executive Vice President and Chief Financial Officer
    Monolithic Power Systems, Inc.
    408-826-0777
    MPSInvestor.Relations@monolithicpower.com

    UPDATED 2025 FIRST QUARTER OUTLOOK
    RECONCILIATION OF OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
    (Unaudited, in thousands)
     
      Three Months Ending March 31, 2025
      Previously announced on February 6, 2025   Updated as of March 20,
    2025
      Low   High   Low   High
    Operating expenses $ 180,200     $ 186,200     $ 184,900     $ 190,900  
    Adjustments to reconcile operating expenses to non-GAAP operating expenses:              
       Stock-based compensation and other expenses   (53,300 )     (55,300 )     (53,300 )     (55,300 )
    Non-GAAP operating expenses $ 126,900     $ 130,900     $ 131,600     $ 135,600  
                   

    The MIL Network

  • MIL-OSI United Kingdom: Homes in the district to benefit from £8m energy efficiency boost

    Source: City of Canterbury

    The energy efficiency of hundreds of council homes will be dramatically boosted after Canterbury City Council was awarded £6.6m through the government’s Warm Homes: Social Housing Fund – the biggest payout in Kent.

    The money will add to the £11.25m the council has put aside in its Housing Revenue Account capital budget over the next three years.

    The money will be used to insulate homes and install high-performance windows and doors to keep in the heat and to replace or upgrade heating systems.

    The measures chosen in each property included in the project will be individually-tailored based on assessments which are already underway.

    Welcoming the cash from the Department for Energy Security and Net Zero (DESNEZ), Cllr Pip Hazelton, Cabinet Member for Housing, said: “This huge investment in our council homes will add immeasurably to the quality of life for those people living there.

    “With much less energy wasted, their homes will be warmer and, importantly, their gas and electricity bills will fall meaning they have more money in their pockets.”

    Now the size of the grant has been confirmed by the government, officers are working on a detailed plan for delivering the work.

    On top of this money, the council was also awarded £1.5m as part of the government’s Warm Homes: Local Grant scheme.

    This pot of money is aimed at people on low incomes in privately owned or rented homes whose Energy Performance Certificate is between D and G.

    It could pay for insulation, solar panels or even air source heat pumps.

    Cabinet Member for Environment and Climate Change, Cllr Mel Dawkins, said: “More than £8m in government money dedicated to making people’s homes more energy efficient, less carbon hungry and cheaper to run has to be embraced.

    “It represents a significant step on our journey to creating a net zero district for everyone.

    “But this is where the hard work begins – our plans added to the money received now needs to turn into action on the ground.”

    Arrangements are currently being put in place to administer the Warm Homes: Local Grants scheme and the council will publicise the fact applications are open.

    Published: 20 March 2025

    MIL OSI United Kingdom

  • MIL-OSI Security: Former Crofton Pastor Sentenced to Over Two Years in Federal Prison for Fraud and Tax Offenses

    Source: Office of United States Attorneys

    Paducah, KY – A Crofton, Kentucky, man was sentenced last week to 2 years and 3 months in prison for fraud and tax offenses.

    U.S. Attorney Michael A. Bennett of the Western District of Kentucky and Karen Wingerd, Special Agent in Charge, Cincinnati Field Office, IRS Criminal Investigation made the announcement.

    According to court documents, Marvin Upton, 58, was sentenced to 2 years and 3 months in prison, followed by 3 years of supervised release, for 3 counts of bank fraud and 3 counts of filing false tax returns. Until recently, Upton was the pastor at Crofton Pentecostal Church in Crofton, Kentucky. The bank fraud charges arose from Upton’s scheme during the years 2013 to 2016 to defraud one of his elderly parishioners who suffered from dementia. During that same time period Upton also submitted multiple false tax returns which omitted income from the fraud scheme.  

    There is no parole in the federal system.   

    Upton was also ordered to pay restitution in the amount of $500,000 to the victim’s estate and $222,037 in restitution to the IRS.

    The case was investigated by the Internal Revenue Service Criminal Investigation. 

    Assistant U.S. Attorneys Madison T. Sewell and Corinne E. Keel prosecuted the case.

    This case was investigated and prosecuted as part of the National Elder Justice Task Force and the Kentucky Elder Justice Task Force. The Department of Justice’s mission of its Elder Justice Initiative is to support and coordinate the Department’s enforcement and programmatic efforts to combat elder abuse, neglect and financial fraud and scams that target our nation’s older adults. In response to the growing need and targeting areas of greatest concern, the Department of Justice stood up 10 task forces made up of 11 federal districts to combat a variety of elder abuse, including elder financial exploitation. Kentucky’s federal districts make up two of the 11 districts under the Initiative. Kentucky’s task force is comprised of investigators, prosecutors, and others at the local, state, and federal level with a common objective of protecting seniors across Kentucky.

    ###

    MIL Security OSI

  • MIL-OSI Russia: IMF Executive Board Concludes 2025 Article IV Consultation with Belgium

    Source: IMF – News in Russian

    March 20, 2025

    Washington, DC: On March 18, 2025, the Executive Board of the International Monetary Fund (IMF) concluded the Article IV consultation with Belgium, and considered and endorsed the staff appraisal without a meeting.[1]

    The Belgian economy was resilient to a series of shocks, but growth has been slowing, and core inflation remains persistent. Labor productivity growth remained sluggish, and labor-cost competitiveness has declined. Successive shocks have increased structural fiscal deficits and public debt. Risks arising from deepening geoeconomic fragmentation and intensification of regional conflicts affecting energy, trade and financial spillovers could worsen the outlook. 

    Executive Board Assessment[2]

    In concluding the 2025 Article IV consultation with Belgium, Executive Directors endorsed staff’s appraisal, as follows:

    Notwithstanding its resilience, the Belgium economy faces significant challenges. In the short term, in an increasingly uncertain environment, policies need to see disinflation through while preserving growth and financial stability. From a longer perspective, policies need to rebuild buffers, reduce vulnerabilities associated with high and rising public debt, address spending pressures from aging and the green transition, foster higher growth, and improve the external position which, in 2024, was weaker than implied by medium-term fundamentals and desirable policies based on preliminary assessment. The policy agenda of the new government, which includes significant structural reforms and fiscal consolidation, is an opportunity to make headway. Steady and timely implementation of intended reforms will be key.

    Sustained and significant fiscal consolidation is needed. Considering the magnitude of the needed adjustment to bring the deficit durably below 3 percent of GDP and put debt solidly on a downward path, staff supports the government’s intention to pursue a seven-year adjustment under the EGF, which should be accompanied by credible and front-loaded growth-enhancing reforms. An annual reduction in the structural primary balance of about 0.6 ppt of GDP until 2031 will be necessary. The forthcoming MTFSP should be built on sufficiently conservative assumptions to lower the risk of deviating from the intended path of deficit reduction.

    The adjustment should rationalize current spending, make room for more public investment, and be supported by increased efficiency of spending. Rationalizing social benefits and the public wage bill is crucial to achieve savings. Public investment should be preserved, or ideally, increased to bolster potential growth and support green transition. Amid competing demands for resources and reduced fiscal space, improving the efficiency of spending, is critical, notably with respect to investment in infrastructure, healthcare, and education.

    Fiscal reforms are crucial to support the adjustment. Staff welcomes the government’s intention to reduce the tax burden on labor while introducing capital gain taxation and reducing tax expenditure. Considering the needed overall fiscal adjustment, tax reforms should not result in lower revenue. Similarly, staff welcomes the planned reforms aimed at raising the effective retirement age and reviewing eligibility to specific pension regimes. This is necessary to preserve the sustainability of the pension system despite aging. Staff also encourages the authorities to strengthen the overall fiscal framework, through a revitalized fiscal council and greater accountability of the federal and all federated entities in sharing the burden of fiscal adjustment.

    Overall systemic risks in the financial sector remain moderate and current capital buffer requirements and prudential limits on mortgage loans should be maintained. Recent progress in strengthening systemic risk assessment, supervision, the macroprudential framework, and crisis management and resolution preparedness is welcome. With a new government in place, pending measures that required legislative action should now proceed.

    Labor market and education reforms are essential to foster higher labor participation and better adequation of skills. The government’s intended reforms to widen the income gap between work and nonwork, limit the duration of unemployment benefits, and reduce the cost of hiring and dismissal go in the right direction. Fostering a labor market more inclusive of low-skilled workers, older workers, women, and individuals with an immigration background, or disabilities, notably through lifelong learning and reskilling and active labor-market policies, will enhance overall economic performance. Education reforms are also necessary to upskill the labor force. They should focus on aligning curricula with the skills companies need, better leveraging teachers’ time, and strengthening support to students in difficulty.

    Reforming the wage-setting mechanism will help increase labor-market efficiency and improve competitiveness. Automatic wage and social benefit indexation protected household purchasing power during the inflation shock but increased fiscal deficits and undermined competitiveness. Consideration should be given to abolishing automatic indexation and the 1996 wage law which, together, prevent an optimal allocation of labor and higher employment. At a minimum, the labor market would already benefit from technical reforms to the existing system.

    Further product market reforms and efforts with EU partners to deepen the single market and advance the capital market union will support firms’ productivity. Reforms should focus on reducing regulatory and administrative barriers and improving the insolvency regime. Removing remaining barriers to trade within the EU and harmonizing regulations and bankruptcy frameworks would give Belgian firms’ access to a larger customer base, improve competition, and provide buffers against risks from geo-fragmentation. Developing venture capital at the EU level would help widen Belgian firms’ options to finance their growth.

    Despite progress, much effort remains needed to achieve climate objectives. The planned expansion of the EU ETS should be complemented by carbon taxation and the phasing out of fossil fuel subsidies, while ensuring support for vulnerable population. The consolidation of federal and regional climate efforts into a coherent and cohesive national strategy is essential.

    Belgium: Selected Economic Indicators, 2022–30

     

     

     

    Projections

     

     

    2022

    2023

    2024

    2025

    2026

    2027

    2028

    2029

    2030

    (Percent change, unless otherwise indicated)

    Real economy

    Real GDP 1/

    4.2

    1.3

    1.0

    1.1

    1.1

    1.3

    1.3

    1.3

    1.3

    Domestic demand

    4.2

    1.8

    1.0

    1.4

    1.5

    1.5

    1.5

    1.4

    1.5

    Private consumption

    3.6

    0.6

    1.8

    1.2

    1.2

    1.5

    1.3

    1.2

    1.1

    Public consumption

    3.3

    3.2

    3.2

    1.4

    1.9

    1.6

    1.7

    1.7

    1.7

    Gross fixed investment

    1.7

    3.5

    0.9

    0.6

    1.7

    1.5

    1.6

    1.7

    2.0

    Stockbuilding 2/

    1.1

    -0.1

    -1.0

    0.3

    0.0

    0.0

    0.0

    0.0

    0.0

    Foreign balance 2/

    0.1

    -0.5

    0.1

    -0.3

    -0.4

    -0.2

    -0.2

    -0.1

    -0.1

    Exports, goods and services

    5.8

    -7.1

    -4.0

    0.0

    2.6

    3.2

    3.2

    3.1

    3.1

    Imports, goods and services

    5.8

    -6.8

    -4.2

    0.4

    3.3

    3.6

    3.5

    3.3

    3.3

    Household saving ratio

    12.7

    14.1

    13.6

    13.7

    13.7

    13.7

    13.8

    14.0

    14.3

    Potential output growth

    2.0

    1.8

    1.6

    1.4

    1.3

    1.3

    1.3

    1.3

    1.3

    Potential output growth

    1.3

    1.2

    1.0

    1.3

    1.3

    1.3

    1.3

    1.4

    1.3

    per working age person

    Output gap (in percent)

    1.6

    1.0

    0.5

    0.2

    0.0

    0.0

    -0.1

    0.0

    0.0

    Employment

    Unemployment rate (in percent)

    5.6

    5.5

    5.8

    5.7

    5.7

    5.5

    5.6

    5.7

    5.8

    Employment growth

    1.9

    0.8

    0.3

    0.2

    0.3

    0.6

    0.3

    0.2

    0.4

    Prices

    Consumer prices (HICP)

    10.3

    2.3

    4.3

    3.5

    2.2

    2.0

    2.0

    1.9

    1.9

    Core CPI (HICP)

    4.0

    6.0

    3.4

    3.0

    2.6

    2.2

    2.1

    1.9

    1.9

    GDP deflator

    6.8

    4.5

    2.7

    2.5

    1.7

    1.5

    1.7

    1.6

    1.6

    (Percent of GDP; unless otherwise indicated)

    Public finance

    Revenue

    48.6

    49.1

    49.6

    49.5

    49.5

    49.5

    49.5

    49.6

    49.7

    Expenditure

    52.2

    53.3

    54.0

    54.3

    55.0

    55.3

    55.7

    56.3

    56.9

    General government balance

    -3.6

    -4.2

    -4.4

    -4.8

    -5.5

    -5.8

    -6.2

    -6.7

    -7.2

    Structural balance

    -4.3

    -4.4

    -4.5

    -4.8

    -5.5

    -5.8

    -6.1

    -6.8

    -7.2

    Structural balance (excl. Covid measures)

    -3.7

    -4.3

    -4.4

    -4.8

    -5.5

    -5.8

    -6.1

    -6.8

    -7.2

    Structural primary balance

    -2.7

    -2.4

    -2.2

    -2.5

    -3.0

    -3.0

    -3.2

    -3.5

    -3.7

    Primary balance

    -2.0

    -2.2

    -2.2

    -2.4

    -3.0

    -3.0

    -3.3

    -3.4

    -3.7

    General government debt

    102.6

    103.1

    104.1

    105.4

    108.6

    111.9

    115.2

    118.9

    123.0

    External Sector

    Goods and services balance

    -1.5

    -0.6

    -0.1

    0.0

    0.0

    0.0

    0.3

    0.5

    0.7

    Current account

    -1.3

    -0.7

    -0.3

    -0.3

    -0.3

    -0.3

    -0.1

    0.1

    0.2

    Exchange rates

    Euro per U.S. dollar, period average

    0.9

    0.9

    0.9

    NEER, ULC-styled (2005=100)

    96.3

    97.6

    97.8

    REER, ULC-based (2005=100)

    99.7

    103.8

    105.5

    Memorandum items

    Gross national savings (in percent of GDP)

    25.6

    24.6

    23.8

    23.9

    23.9

    23.9

    24.1

    24.3

    24.5

    Gross national investment

    26.9

    25.3

    24.1

    24.2

    24.3

    24.3

    24.2

    24.2

    24.3

     (in percent of GDP)

    Nominal GDP (in billions of euros)

    563.5

    596.3

    618.6

    640.9

    658.7

    677.3

    697.8

    718.4

    739.8

    Population (in millions)

    11.6

    11.7

    11.8

    11.8

    11.9

    11.9

    11.9

    12.0

    12.0

     Sources: Haver Analytics, Belgian authorities, and IMF staff projections.

    1/ Based on national accounts data available as of January 29, 2025.

    2/ Contribution to GDP growth.

     

    [1] Under Article IV of the IMF’s Articles of Agreement, the IMF holds bilateral discussions with members, usually every year. A staff team visits the country, collects economic and financial information, and discusses with officials the country’s economic developments and policies. On return to headquarters, the staff prepares a report, which forms the basis for discussion by the Executive Board.

    [2] The Executive Board takes decisions under its lapse-of-time procedure when the Board agrees that a proposal can be considered without convening formal discussions.

    IMF Communications Department
    MEDIA RELATIONS

    PRESS OFFICER: Eva Graf

    Phone: +1 202 623-7100Email: MEDIA@IMF.org

    https://www.imf.org/en/News/Articles/2025/03/19/pr25070-belgium-imf-executive-board-concludes-2025-article-iv-consultation-with-belgium

    MIL OSI

    MIL OSI Russia News

  • MIL-OSI: Poet Ships Advanced Optical Engine Samples to Three Global Technology Customers for AI Applications

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, March 20, 2025 (GLOBE NEWSWIRE) — POET Technologies Inc. (“POET” or the “Company“) (TSX Venture: PTK; NASDAQ: POET), a leader in the design and implementation of highly-integrated optical engines and light sources for artificial intelligence networks, today announced it has fulfilled orders from three global customers for samples of its advanced optical transmit engines.

    The Company announced that it has shipped final design samples of its POET Infinity transmit product line for 400G and 800G applications to three major technology leaders. The products include 400G FR4, 800G 2xFR4 and 800G DR8 transmit formats, all assembled at our high volume production facility in Malaysia. The FR4 optical engines incorporate the multiplexer and can be paired with POET receiver engines for a highly integrated pluggable transceiver. POET’s customers have designed and are building pluggable transceivers using a two-chip solution, i.e., one transmit chip and one receive chip for 400G and three-chip solution for 800G. The receive optical engines have already been qualified and the availability of the transmit engine samples will allow the shipment of completed modules to end customers for qualification, with production orders expected in the second half of 2025.

    “Each of our customers has expressed intense enthusiasm for the results they have seen from POET’s integrated, chip-level solutions,” said Raju Kankipati, Chief Revenue Officer of POET. “The sampling of the transmit engines is the final piece that allows our customers to complete their modules and get them qualified. We are increasingly a vendor of record for these enterprises and that is how we know we are on the right track for wider adoption and greater commercial success,” said Kankipati.

    POET has previously worked with each customer on integrating the transmit and receive optical engines into their final module products. The demand for 400G and 800G modules remains strong. The demand for these three module types (400G FR4, 800G 2xFR4 and 800G DR8) is forecasted by LightCounting, a market research firm, to be about 20 million units per year for next 5 years.

    Dr. Suresh Venkatesan, POET’s Chairman & CEO added: “POET’s advantages of cost, reliability and power efficiency have gained the trust of industry leaders who look to our optical interposer-based product portfolio for solutions that can power AI development and improve optical networking.”

    IR Consultant Engagement
    The Company also announced that it is increasing its commitment to a broad-based investor relations program with a one-month trial engagement with IR Agency, LLC. During this period, IR Agency will assist POET in communicating information about the Company to relevant stakeholders and financial audiences. IR Agency will receive compensation of US$250,000 for the services rendered through the contract term.

    About POET Technologies Inc.
    POET is a design and development company offering high-speed optical modules, optical engines and light source products to the artificial intelligence systems market and to hyperscale data centers. POET’s photonic integration solutions are based on the POET Optical Interposer™, a novel, patented platform that allows the seamless integration of electronic and photonic devices into a single chip using advanced wafer-level semiconductor manufacturing techniques. POET’s Optical Interposer-based products are lower cost, consume less power than comparable products, are smaller in size and are readily scalable to high production volumes. In addition to providing high-speed (800G, 1.6T and above) optical engines and optical modules for AI clusters and hyperscale data centers, POET has designed and produced novel light source products for chip-to-chip data communication within and between AI servers, the next frontier for solving bandwidth and latency problems in AI systems. POET’s Optical Interposer platform also solves device integration challenges in 5G networks, machine-to-machine communication, self-contained “Edge” computing applications and sensing applications, such as LIDAR systems for autonomous vehicles. POET is headquartered in Toronto, Canada, with operations in Allentown, PA, Shenzhen, China, and Singapore. More information about POET is available on our website at www.poet-technologies.com.


    Forward-Looking Statements

    This news release contains “forward-looking information” (within the meaning of applicable Canadian securities laws) and “forward-looking statements” (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “potential”, “estimate”, “propose”, “project”, “outlook”, “foresee” or similar words suggesting future outcomes or statements regarding any potential outcome. Such statements include the Company’s expectations with respect to the success of the Company’s product development efforts, the performance of its products, operations, meeting revenue targets, and the expectation of continued success in the financing efforts, the capability, functionality, performance and cost of the Company’s technology as well as the market acceptance, inclusion and timing of the Company’s technology in current and future products and expectations regarding its successful development of high speed transceiver solutions and its penetration of the Artificial Intelligence hardware markets.

    Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, the completion of its development efforts with its customers, the ability to build working prototypes to the customer’s specifications, the performance of the samples provided to customers, and the size, future growth and needs of Artificial Intelligence network suppliers. Actual results could differ materially due to a number of factors, including, without limitation, the failure of the samples to meet industry specs, the failure to produce optical engines on time and within budget, the failure of Artificial Intelligence networks to continue to grow as expected, the failure of the Company’s products to meet performance requirements for AI and datacom networks, operational risks in the completion of the Company’s projects, the ability of the Company to generate sales for its products, and the ability of its customers to deploy systems that incorporate the Company’s products. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company’s securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
    120 Eglinton Avenue, East, Suite 1107, Toronto, ON, M4P 1E2- Tel: 416-368-9411 – Fax: 416-322-5075

    The MIL Network

  • MIL-OSI: High Wire Networks Secures New Bundle Contract, Showcasing the Power of Integrated Cybersecurity Solutions

    Source: GlobeNewswire (MIL-OSI)

    BATAVIA, Ill., March 20, 2025 (GLOBE NEWSWIRE) — High Wire Networks, Inc. (OTCQB: HWNI) has finalized a new bundled services contract with an MSP partner, demonstrating the growing momentum behind its integrated approach to cybersecurity.

    High Wire – Overwatch’s newly launched managed cybersecurity service bundles — CORE, PROACTIVE, and COMPLETE — are purpose-built to provide partners and their customers with flexible, scalable protection tailored to growing security threats and aligned with strategic business objectives.

    The signed contract, valued at more than $275,000 over 24 months, includes the CORE bundle, which delivers essential coverage for critical threat vectors, including network, email, endpoint, and phishing protection. This foundational package is ideal for organizations seeking strong baseline defenses with simplified deployment and ongoing support.

    “Our bundle offerings are designed to help partners deliver greater value, faster time-to-protection, and long-term security maturity to their customers,” said Mark Dallmeier, Chief Revenue Officer at Overwatch. “Our partners gain a true competitive edge by moving beyond transactional service delivery and embracing an integrated, consultative approach. Bundles like CORE don’t just protect — they empower. They provide an unfair advantage in the marketplace by reducing complexity, driving operational efficiency, and improving security posture from day one.”

    The partner CEO based in New Jersey emphasized the real-world benefits of the bundled approach, saying, “The new bundled offerings from Overwatch allow us to simplify cybersecurity solutions for our clients, eliminating the friction of multiple proposals, approvals, and lengthy decision-making processes. With fixed costs and license counts, we can confidently offer proof-of-concept trials without restrictions, ensuring clients experience the full value of a comprehensive security approach.

    The CORE bundle delivers protection across key attack surfaces—endpoints, network traffic, email, and even end-user security awareness training—providing layered defense against modern threats. Relying on endpoint protection, or any single offering, alone is like installing a state-of-the-art security system but leaving the front door unlocked. Overwatch’s integrated approach enables us to provide truly effective, proactive security for our clients,” he continued.

    “Since introducing the CORE bundle, our clients’ response has been overwhelmingly positive. They recognize the growing risks and immediately see the value in the alerting and reporting capabilities we can now provide. Clients also report a drastic reduction—if not total elimination—of malicious email threats, reinforcing the power of this comprehensive security strategy,” he concluded.

    Overwatch is committed to giving partners and their customers an unfair advantage by providing the tools, scalability, and support needed to outperform in a rapidly changing threat environment. By continuing to invest in solutions that make cybersecurity more accessible, profitable, and impactful, High Wire – Overwatch empowers its partners to deliver next-generation security across their client base — transforming the economics of managed cybersecurity and driving stronger outcomes at scale.

    About High Wire Networks

    High Wire Networks, Inc. (OTCQB: HWNI) is a fast-growing, award-winning global provider of managed cybersecurity. Through over 200 channel partners, it delivers trusted managed services for more than 1,100 managed security customers worldwide. End customers include Fortune 500 companies and many of the nation’s largest government agencies. Its U.S.-based 24/7 Network Operations Center and Security Operations Center is in Chicago, Illinois.

    High Wire was ranked by Frost & Sullivan as a Top 15 Managed Security Service Provider in the Americas for 2024. It was also named to CRN’s MSP 500 and Elite 150 lists of the nation’s top IT-managed service providers for 2023 and 2024.

    Learn more at HighWireNetworks.com. Follow the company on X, view its extensive video series on YouTube or connect on LinkedIn.

    Forward-Looking Statements

    The above news release contains forward-looking statements. The statements contained in this document that are not statements of historical fact, including but not limited to, statements identified by the use of terms such as “anticipate,” “appear,” “believe,” “could,” “estimate,” “expect,” “hope,” “indicate,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “project,” “seek,” “should,” “will,” “would,” and other variations or negative expressions of these terms, including statements related to expected market trends and the Company’s performance, are all “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. These statements are based on assumptions that management believes are reasonable based on currently available information, and include statements regarding the intent, belief or current expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performances and are subject to a wide range of external factors, uncertainties, business risks, and other risks identified in filings made by the company with the Securities and Exchange Commission. Actual results may differ materially from those indicated by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based except as required by applicable law and regulations.

    Media Contact:
    Lori Aleman
    Director of Marketing
    O: 630-635-8477 | C: 602-920-0902
    lori.aleman@highwirenetworks.com

    The MIL Network

  • MIL-OSI: Alarum Technologies Announces Fourth Quarter and Annual 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    A Pivotal Year, Marking Accomplishment of Strategic Shift to Data Collection,
    Hits Milestones Toward Becoming a Driving Force in the AI Revolution

    2024 revenue increased to $31.8 million, of which $7.4 million was in the fourth quarter;
    2024 net profit rose to $5.8 million and adjusted EBITDA reached $9.4 million;
    Cash and liquid investments balance at year-end amounted to $25 million

    TEL AVIV, Israel, March 20, 2025 (GLOBE NEWSWIRE) — Alarum Technologies Ltd. (Nasdaq, TASE: ALAR) (“Alarum” or the “Company”), a global provider of web data collection solutions, today announced financial results for the fourth quarter and full year ended December 31, 2024.

    Shachar Daniel, Chief Executive Officer of Alarum, said: “2024 was a landmark year for Alarum, as we successfully executed our strategic vision, to focus on data collection. This transformation comes at a time when AI is reshaping the world at an unprecedented pace. As data fuels intelligence, the companies that will lead this revolution are those that anticipate change, build a strong foundation, and position themselves for long-term success. This is exactly what we are striving for – taking it step by step.”

    Market Trends Shaping Business Short-and Long-Term

    • Alarum Engaged in AI Model Training Trial Projects: as AI trends accelerated toward the end of 2024, collecting accurate data at massive scales has become increasingly critical. In the fourth quarter of 2024 and the first quarter of 2025, leading global companies, including one of the world’s largest online marketplace corporates, have selected Alarum’s Data Collection solutions for initial AI model training of mega-scale trial projects.
       
    • Industry Trends and Market Dynamics: With the growing demand for data, AI companies and data providers are forced to adapt to a rapidly evolving landscape, with websites implementing new technological barriers to data collection. This dynamic environment has led to revenue fluctuation across the industry. Alarum’s financial strength and operational efficiency allow it to capitalize on long-term market growth, leveraging its robust technological foundation, established customer base, and strategic engagements with industry leaders.
       
    • Financial Resilience: Alarum’s solid balance sheet and efficient operations enable it to stay ahead of the competition, seize opportunities promptly and adapt its long-term plans as required.
       
    • Long-term Product Strategy and Vision: Evolving market needs validate Alarum’s focus on in-depth research and aligned roadmaps. Recognizing the current era as a paramount opportunity, the Company continues to prioritize and allocate resources to seize and focus mainly on long-term growth opportunities, aiming to elevate its position to the next level.

    Recent Developments and Business Highlights

    • Network Expansion: Alarum significantly scaled its IP network (IPPN) infrastructure in 2024, reinforcing its position as a key player in large-scale data collection. Its leadership was also acknowledged in the comprehensive public report on the IPPN industry, the 2024 PROXYWAY Market Research1, which named Alarum’s NetNut Ltd. (“NetNut”) as a top performer.
    • Introducing Innovative Data Collection & Labeling Solutions: Alarum has introduced cutting-edge solutions, designed to provide seamless and scalable access to high-quality data. In the second half of 2024, the Company recorded initial sales from the Website Unblocker and SERP API (Search Engine Results Page Application Programming Interface) products, and it also made progress with the development of an AI Data Collector.
    • NetNut’s Net Retention Rate (“NRR”)2 reached 1.27 as of December 31, 2024, compared to 1.53 as of December 31, 2023, yet another consecutive quarter of achieving an NRR well-above 1.

    Chen Katz, Chairman of The Board of Alarum, commented: “Our 2024 results showcase the success of our strategic shift, which is well supported by our financial resilience. With a sharp focus on data collection, we have built a solid foundation for long term sustainability in the AI data-driven era. I am excited to see how our continued innovation and execution will shape the future of our company.”

     
    Summary of Financial Results3
    (in millions of U.S. dollars, rounded, except per share amounts and margins)
     
      For the
    Year Ended
    December 31,
      For the
    Three Months Ended
    December 31,
      2024     2023   2024   2023
      (Audited)   (Audited)   (Unaudited)   (Unaudited)
                   
    Total Revenue   31.8       26.5       7.4       7.1  
    of which, Web Data Collection Revenue was   30.9       21.3       7.2       6.7  
    Gross profit   23.9       18.8       5.3       5.3  
    Gross margin (in percentage)   75.1 %     70.9 %     72.4 %     75.0 %
    Non-IFRS gross margin (in percentage)   77.0 %     74.3 %     74.3 %     77.2 %
    Total operating expenses   17.2       24.3       5.0       3.6  
    Financial income (expense), net   0.3       (0.6 )     0.2       (0.1 )
    Tax benefit (expense)   (1.2 )     0.5       (0.1 )     (* )
    Net profit (loss) from continuing operations   5.8       (5.6 )     0.4       1.7  
    Adjusted EBITDA from continuing operations   9.4       5.2       1.5       2.2  
    Basic earnings (loss) per ADS from continuing operations (in U.S. dollars) $ 0.87     $ (1.35 )   $ 0.06     $ 0.28  
    Non-IFRS basic earnings (loss) per American Depository Share (“ADS”) from continuing operations (in U.S. dollars) $ 1.26     $ (1.14 )   $ 0.20     $ 0.38  
                                 
    Cash, cash equivalents and debt investments (including accrued interest)4   25.0       10.9       25.0       10.9  
    Shareholders’ equity3   26.4       13.2       26.4       13.2  
                                   
    * Less than $0.1 million                        
                             

    Fourth Quarter and Full Year 2024 Financial Analysis

    • Revenue in Q4 2024 grew 4% year-over-year to $7.4 million (Q4 2023: $7.1 million). The increase is attributed to our NetNut web data collection business, which grew 7% to $7.2 million in Q4 2024, up from $6.7 million in Q4 2023. Revenue for the whole year 2024 grew 20%, rising to a record of $31.8 million (2023: $26.5 million). The Web Data Collection revenue reached a Company record $30.9 million in 2024, achieving 45% year-over-year growth (2023: $21.3 million).
    • Cost of revenue in Q4 2024 was $2.0 million (Q4 2023: $1.8 million). Full year 2024, cost of revenue was $7.9 million, (2023: $7.7 million). During these periods, costs have shifted towards investment in the Company’s IP network, as per its strategic decision announced in July 2023 to focus solely on its web data collection business.
    • Operating expenses in Q4 2024 totalled $5.0 million (Q4 2023: $3.6 million). The quarterly change was driven mainly by the increase in the NetNut Data Collection operations, primarily research and development salary costs. For the full year 2024, operating expenses were down to $17.2 million (2023: $24.3 million), mainly due to 2023-related impairment costs of goodwill and intangible assets and the strategic decision to scale down the Company’s consumer internet access business operations, partially offset by the increase in Data Collection operating expenses.
    • Financial income, net, in Q4 2024 was $0.2 million (Q4 2023: financial expense, net, of $0.1 million). Financial income, net, for 2024, increased to $0.3 million (2023: financial expense, net, of $0.6 million). This shift to financial income, net, from an expense, net, was mainly due to the increase in interest income from cash deposits as well as lower financial expenses related to short- and long-term loans.
    • 2024 cash flow from operating activities rose 93%, to $8.9 million, compared to last year (2023: $4.6 million).
    • Bottom line, 2024 net profit from continuing operations rose to a record $5.8 million (2023: loss of $5.6 million), and the corresponding 2024 Adjusted EBITDA was up at a Company record $9.4 million (2023: $5.2 million).
    • As of December 31, 2024, shareholders’ equity doubled, totalling $26.4 million, up from $13.2 million as of December 31, 2023. The increase was driven by the switch to net profit from net loss as well as warrants and options exercises.
    • Outstanding ordinary share count as of December 31, 2024, was approximately 69.1 million shares, or 6.9 million in ADSs.

    Financial Outlook

    “In line with our guidance, total fourth quarter 2024 revenues increased to $7.4 million, of which $7.2 million were attributed to Web Data Collection, and fourth quarter 2024 Adjusted EBITDA reached $1.5 million. Our cash and liquid investment balance on December 31, 2024, increased to $25 million, demonstrating once again success in cashflow generation,” said Mr. Shai Avnit, Chief Financial Officer of Alarum.

    “As we look ahead, our revenue guidance reflects the ongoing shifts in the global data collection. First quarter 2025 revenues are estimated at $7.3 million ±3% and Adjusted EBITDA for the first quarter 2025 is expected to range from $0.8 million to $1.2 million. We are navigating a period of adjustment as the industry evolves, and while short-term revenue growth may be lower than in previous quarters, we remain focused on the bigger picture, and on generating long-term and sustainable value for the Company’s stakeholders,” Mr. Avnit concluded.

    We are unable to present a reconciliation of our estimated Adjusted EBITDA to net profit from continuing operations as we are unable to predict with reasonable certainty, and without unreasonable effort, the impact and timing of certain expenses on our net profit from continuing operations. The financial impact of these expenses is uncertain and is dependent on various factors, including timing, and could be material to our consolidated statements of profit or loss and other comprehensive income (loss).

    Fourth Quarter 2024 Financial Results Conference Call

    Mr. Shachar Daniel, Chief Executive Officer of Alarum, and Mr. Shai Avnit, Chief Financial Officer of Alarum, will host a conference call today, March 20, 2025, at 8:30 a.m. ET, 5:30 a.m. Pacific time, 2:30 p.m. Israel, to discuss the fourth quarter and full year 2024 results and the first quarter 2025 outlook, followed by a Q&A session. To attend, please dial one of the following numbers, at least five minutes before the call starts: 1-877-407-0789 or 1-201-689-8562. If you are unable to connect using the toll-free number, please try the international dial-in number. An Israeli toll-free number is: 1 809 406 247. Participants will be required to state their name and company upon dialling in. 

    Replay: The conference call will be broadcast live and available for replay here, after 11:30 a.m. ET on March 20, 2025, through April 20, 2025. Toll-free replay numbers: 1-844-512-2921 or 1-412-317-6671, ID: 13751807.

    Forward-Looking Statements

    • This press release contains forward-looking statements within the meaning of the “safe harbor” words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Alarum is using forward-looking statements in this press release when it discusses strategic vision, benefits, advantages and capabilities of Alarum’s solutions, the growing demand for data, that Alarum’s financial strength and operational efficiency allow it to capitalize on long-term market growth, that Alarum’s solid balance sheet and efficient operations enable it to stay ahead of the competition, seize opportunities promptly and adapt its long-term plans as required, that the Company continues to prioritize and allocate resources to seize and focus mainly on long-term growth opportunities and its aim to elevate its position to the next level, the estimates of the revenues for the first quarter 2025 revenues and Adjusted EBITDA, that short-term revenue growth may be lower than in previous quarters, and the Company’s focus on the bigger picture, and on generating long-term and sustainable value for the Company’s stakeholders. Because such statements deal with future events and are based on Alarum’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Alarum could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Alarum’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 20, 2025, and in any subsequent filings with the SEC. Except as otherwise required by law, Alarum undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Alarum is not responsible for the contents of third-party websites.
     
    Condensed Consolidated Statements of Financial Position
    (in thousands of U.S. dollars)
       
      December 31,
      2024   2023  
      (Audited)
    Assets      
    Current assets:      
    Cash and cash equivalents 15,081     10,872  
    Trade receivables, net 3,231     1,994  
    Other receivables 503     399  
      18,815     13,265  
           
    Non-current assets:      
    Long-term deposits 121     104  
    Other non-current assets 85     145  
    Property and equipment, net 130     88  
    Right-of-use assets 498     779  
    Deferred tax assets 422     181  
    Debt investments at fair value through other comprehensive income 9,256      
    Debt investments at fair value through profit or loss 555      
    Intangible assets, net 811     1,386  
    Goodwill 4,118     4,118  
    Total non-current assets 15,996     6,801  
    Total assets 34,811     20,066  
           
    Liabilities and equity      
    Current liabilities:      
    Trade payables 251     369  
    Other payables 4,484     2,439  
    Current maturities of long-term loan 938     290  
    Contract liabilities 1,987     1,983  
    Derivative financial instruments 148     109  
    Short-term lease liabilities 359     370  
    Total current liabilities 8,167     5,560  
           
    Non-current liabilities:      
    Long-term lease liabilities 261     523  
    Long-term loans, net of current maturities 32     802  
    Total non-current liabilities 293     1,325  
    Total liabilities 8,460     6,885  
           
    Equity:      
    Ordinary shares      
    Share premium 111,892     100,576  
    Other equity reserves 11,012     14,938  
    Accumulated deficit (96,553 )   (102,333 )
    Total equity 26,351     13,181  
    Total liabilities and equity 34,811     20,066  
               
               
     
    Condensed Consolidated Statements of Profit or Loss
    (in thousands of U.S. dollars, except per share amounts)
     
      For the
    Year Ended
    December 31,
      For the
    Three Months Ended
    December 31,
      2024   2023   2024   2023
      (Audited)   (Audited)   (Unaudited)   (Unaudited)
    Continuing operations              
    Revenue   31,824     26,521     7,370     7,107  
    Cost of revenue   7,915     7,711     2,032     1,778  
    Gross profit   23,909     18,810     5,338     5,329  
                     
    Operating expenses:                
    Research and development   4,495     3,557     1,210     795  
    Sales and marketing   7,033     10,035     1,988     1,579  
    General and administrative   5,661     4,406     1,749     1,207  
    Impairment of goodwill       6,311          
    Total operating expenses   17,189     24,309     4,947     3,581  
                     
    Operating profit (loss)   6,720     (5,499 )   391     1,748  
                     
    Financial income (expense), net   281     (590 )   163     (54 )
    Profit (loss) from continuing operations before income tax   7,001     (6,089 )   554     1,694  
    Tax benefit (expense)   (1,221 )   482     (112 )   (22 )
    Profit (loss) from continuing operations, net of income tax   5,780     (5,607 )   442     1,672  
    Profit from discontinued operations, net of income tax       82          
    Net profit (loss) for the period   5,780     (5,525 )   442     1,672  
    Other comprehensive income (loss) for the period
    Change in fair value of debt investments
      (80 )       (80 )    
    Total comprehensive income (loss) for the period   5,700     (5,525 )   362     1,672  
                     
    Basic profit (loss) per share:                
    Continuing operations $ 0.09     (0.14 )   0.01     0.03  
                     
    Discontinued operations       *        
      $ 0.09     (0.14 )   0.01     0.03  
                     
    Diluted profit (loss) per share:                
    Continuing operations $ 0.08     (0.14 )   0.01     0.03  
                     
    Discontinued operations       *        
      $ 0.08     (0.14 )   0.01     0.03  
                     
    Basic profit (loss) per ADS:              
                   
    Continuing operations $ 0.87     (1.35 )   0.06     0.28  
                     
    Discontinued operations       *        
      $ 0.87     (1.35 )   0.06     0.28  
    * Less than $0.01
     

    Use of Non-IFRS Financial Results

    In addition to disclosing financial results calculated in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board, this press release contains non-IFRS financial measures of EBITDA (EBITDA loss), Adjusted EBITDA (Adjusted EBITDA loss), non-IFRS net profit (loss), non-IFRS gross profit, non-IFRS gross margin and non-IFRS basic earnings (loss) per share or ADS for the periods presented. The Company defines EBITDA (EBITDA loss) as net profit (loss) from continuing operations before depreciation, amortization and impairment of intangible assets, financial income (expense) and income tax; defines Adjusted EBITDA (Adjusted EBITDA loss) as EBITDA (EBITDA loss) as further adjusted to remove the impact of (i) impairment of goodwill (if any); and (ii) share-based compensation; defines non-IFRS net profit (loss) as net profit (loss) from continuing operations before depreciation, amortization and impairment of intangible assets, impairment of goodwill, financial income (expense) effects primarily related to derivative financial instruments as well as long-term loans, deferred tax effects and share-based compensation; defines non-IFRS gross profit as gross profit from continuing operations adjusted to remove the impact of depreciation, amortization and impairment of intangible assets and share-based compensation recorded under cost of revenues; defines non-IFRS gross margin as the percentage of the non-IFRS gross profit out of revenues; and defines non-IFRS basic earnings (loss) per share or ADS as non-IFRS net profit (loss) divided by the weighted average number of ordinary shares or ADSs. The Company’s management believes the non-IFRS financial information provided in this press release is useful to investors’ understanding and assessment of the Company’s ongoing operations. Management also uses both IFRS and non-IFRS information in evaluating and operating its business internally, and as such deemed it important to provide this information to investors. The non-IFRS financial measures disclosed by the Company should not be considered in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with IFRS, and the financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated. Investors are encouraged to review the reconciliations of these non-IFRS measures to their most directly comparable IFRS financial measures provided in the financial statement tables herein.

    Other Metrics

    Net retention rate (NRR) is a key indicator of customer base health and revenue expansion. It is based on NRR point in time, which measures the revenue growth of customers over the past four quarters, compared to the revenue generated from these customers during the same period a year earlier.
    NRR is calculated as an average of the NRR points in time for the end of the current period and the three preceding quarters.
    NRR > 1 (or 100%): Indicates revenue growth driven by existing customers, where upsells and cross-sells outweigh churn.
    NRR < 1 (or 100%): Shows revenue loss due to churn exceeding gains from upsells or cross-sells.

    Non-IFRS Financial Measures
    (in millions of U.S. dollars, rounded)

    The following tables present the reconciled effect of the above on the Company’s Adjusted EBITDA (EBITDA loss); non-IFRS net profit (loss); and non-IFRS gross profit for the year and three months ended December 31, 2024 and 2023:

      For the
    Year Ended
    December 31,
      For the
    Three Months Ended
    December 31,
      2024   2023   2024   2023
                   
    Net profit (loss) from continuing operations 5.8     (5.6 )   0.4     1.7
    Adjustments:              
    Depreciation, amortization and impairment of intangible assets 0.6     3.5     0.2     0.1
    Financial expense (income), net (0.4 )   0.6     (0.1 )   0.1
    Tax expense (benefit) 1.4     (0.5 )   0.1     *
    EBITDA (EBITDA loss) 7.4     (2.0 )   0.6     1.9
    Adjustments:              
    Impairment of goodwill     6.3        
    Share-based compensation 2.0     0.9     0.9     0.3
    Adjusted EBITDA for the period 9.4     5.2     1.5     2.2
    * Less than $0.1 million
                         
       
      For the
    Year Ended
    December 31,
      For the
    Three Months Ended
    December 31,
      2024   2023   2024   2023
    Net profit (loss) from continuing operations 5.8     (5.6 )   0.4     1.7
    Adjustments:              
    Depreciation, amortization and impairment of
    intangible assets
    0.6     3.5     0.2     0.1
    Financial expense (income), net effects 0.1     0.1     (* )   0.2
    Deferred tax effects (0.1 )   (0.5 )   (0.1 )   *
    Impairment of goodwill     6.3        
    Share-based compensation 2.0     0.9     0.9     0.3
    Non-IFRS net profit for the period 8.4     4.7     1.4     2.3
    * Less than $0.1 million
                         
           
      For the
    Year Ended
    December 31,
      For the
    Three Months Ended
    December 31,
      2024   2023   2024   2023
    Gross profit from continuing operations 23.9   18.8   5.3   5.3
    Adjustments:              
    Depreciation, amortization and impairment of
    intangible assets
    0.6   0.9   0.2   0.2
    Share-based compensation *   *   *   *
    Non-IFRS gross profit for the period 24.5   19.7   5.5   5.5
    * Less than $0.1 million
                   

    About Alarum Technologies Ltd.

    Alarum Technologies Ltd. (Nasdaq, TASE: ALAR) is a global provider of web data collection solutions, empowering organizations to gain a competitive edge by streamlining the collection, extraction, and analysis of large-scale structured data from public online sources. Our data collection solutions by NetNut, are based on our world’s fastest and most advanced and secured hybrid proxy network, which comprises both exit points based on our proprietary reflection technology and hundreds of servers located at our ISP partners around the world. Pushing the boundaries of innovation in data collection, we are building a robust platform, complemented by the Website Unblocker, Data Collector, Data Sets and AI data collector. As the impact of the AI revolution unfolds, Alarum, with its robust market-leading data collection offerings is preparing itself to play a meaningful role as the world reshapes in a new form.

    For more information about Alarum and its web data collection solutions, please visit www.alarum.io.

    Follow us on Twitter

    Subscribe to our YouTube channel

    Investor Relations Contact:
    investors@alarum.io

    ________________________
    1https://proxyway.com/research/proxy-market-research-2024
    2 See definition under “Other Metrics”
    3 The table below contains certain non-IFRS financial measures. See “Use of Non-IFRS Financial Results” for additional information regarding these measures and reconciliations to the most comparable IFRS measures.
    4 As of the last day of the period.

    The MIL Network

  • MIL-OSI Africa: Draft Transformation Fund Concept document out for public comment

    Source: South Africa News Agency

    Trade, Industry and Competition Minister Parks Tau has published the Draft Transformation Fund concept document for a 30-day public commentary period.

    Members of the public and interested parties are invited to make inputs and comments on the Draft Concept from 20 March until 7 May.

    The aim of the fund is to aggregate Enterprise and Supplier Development (ESD) funds in support of the participation, transformation and sustainability of black-owned enterprises in the economy.

    “This provides an opportunity for the seventh administration, working with the private sector, to increase the effective economic participation of black-owned and managed enterprises, including small, medium and micro enterprises and co-operatives, and enhance their access to financial and non-financial support in line with the requirement of the B-BBEE Act,” Tau said.

    It is expected that an amount of R100 billion will be aggregated over the term of the current administration through a joint effort by government, in partnership with the private sector. 

    “We firmly are in pursuit to transform the economy, as guided by the Vision 2030 of the National Development Plan, which is to eliminate poverty and reduce inequality. Our Constitutional imperative places a collective burden on all of us to advocate for equality and redress,” Tau said.

    The objectives of the fund are as follows:

    • Promote economic transformation in order to enable meaningful participation of black people in the economy.
    • Improve access to funding for black-owned and controlled enterprises.
    • Empower and support black-owned and controlled enterprises participation in value chains across key sectors of the economy.
    • Mobilise financial resources from the private and public sector using B-BBEE legislation.
    • The Minister would like to affirm that the requirements of the Fund are no additional requirements for entities over and above what currently exists in the B-BBEE policy. 

    The B-BBEE policy, through the Codes of Good Practice, requires that entities must contribute through ESD in the 3% of Net Profit After Tax (NPAT) to the development of black suppliers, black industrialists and SMMEs to broaden the industrial and services base of the country.

    “Through the Transformation Fund, we maintain this principle of establishing a partnership between established businesses and emerging businesses, as well as diversification of suppliers within the value chains, as contained in the B-BBEE Codes. 

    “However, we would like to see much more impact and spending on relevant ESD activities that must lead to growth and sustainability of black-owned enterprises and SMMEs by having a coordinated effort,” Tau said.

    Particular attention will be given to businesses owned by women, youth and people living with disabilities, especially those based in rural and township areas. 

    These groups have historically faced significant barriers to economic participation, and the challenges of unequal access to resources and opportunities remain deeply entrenched in South African society.

    “Their meaningful participation in key sectors of the economy, such as manufacturing, agriculture and tourism, is vital for stimulation of economic activities across all regions of our country with their unique potential.

    “We will be putting in place governance structures that will ensure that there is accountability to both government and the private sector, transparency and efficiency in managing the fund. 

    “We will be establishing a Special Purpose Vehicle that will have accountability to an Oversight Committee and a board with the required skills and capacity. 

    “During the 30-day commentary period, we will be having sessions with stakeholder to create awareness, while soliciting more inputs,” Tau said. – SAnews.gov.za

    MIL OSI Africa

  • MIL-OSI USA: Governor Newsom announces appointments 3.19.25

    Source: US State of California 2

    Mar 19, 2025

    SACRAMENTO – Governor Gavin Newsom today announced the following appointments:

    Emily Warren, of Orinda, has been appointed Deputy Secretary for Innovative Mobility Solutions at the California State Transportation Agency. Warren has been an Advisory Venture Parter at Fontinalis Partners, LLC since 2019. She was Head of Public Policy at EverCharge from 2023 to 2024. Warren was Head of Public Policy at Embark Trucks from 2022 to 2023. Warren was Senior Manager of Public Policy at Amazon from 2021 to 2022. She was Senior Policy Advisor at NelsonNygaard Consulting Associates from 2020 to 2021. Warren was Senior Director of Policy and Public Affairs at Lime from 2018 to 2019. She held several roles at Lyft from 2012 to 2019, including Senior Director of Transportation Policy, Director of Transportation Policy, Director of Community Relations, Director of Community Engagement, and Community Manager. Warren was a Municipal Financial Consultant at Public Financial Management from 2011 to 2012. She was Assistant Director of External Affairs for the University of Pennsylvania from 2009 to 2010. Warren is a member of the National Center of Sustainable Transportation Leadership Council and the University of California, Los Angeles Institute of Transportation Studies Advisory Board. She earned a Master of Public Administration degree in Public Finance from the University of Pennsylvania, and a Bachelor of Arts degree in Political Science and Critical Gender Studies from the University of California, San Diego. This position does not require Senate confirmation, and the compensation is $176,004. Warren is a Democrat.

    Eva Spiegel, of Davis, has been appointed Deputy Director of Communications at the California Department of Motor Vehicles. Spiegel was Senior Communications Specialist at Kearns & West from 2021 to 2025. She was Founder and Principal of Spiegel Communications from 2019 to 2021. Spiegel was Director of Communications for the League of California Cities from 2007 to 2019. She was Director of Broadcast Operations and Special Projects at the American Communications Foundation from 1995 to 2006. Spiegel earned a Master of Arts degree in Broadcast and Electronic Communication Arts from California State University, San Francisco, and a Bachelor of Arts degree in Political Science for the University of California, Davis. This position does not require Senate confirmation, and the compensation is $150,000. Spiegel is a Democrat.

    Suzy Shuster, of Beverly Hills, has been appointed to the California Film Commission. Shuster has been Co-Host and Executive Producer of Women’s Sports Now on RokuChannel since 2025, Co-Host of the What the Football Podcast since 2023, and Guest Host on The Rich Eisen Show since 2014. Shuster was a Host/Reporter for University of Southern California Trojans Pregame Show on ESPN 710 from 2003 to 2009. Shuster was a reporter for ABC Sports from 2003 to 2006. She was a Reporter for the NBA on TNT from 2004 to 2006. Shuster was a Reporter/Host of Fox Sports Net and Fox Sports West from 2000 to 2002. She was a Producer for Real Sports with Bryant Gumbel from 1988 to 1999. Shuster was a Producer for ESPN’s SportsCenter from 1997 to 1999. She is a member of the Board of Hillel at Columbia. Shuster earned a Bachelor of Arts degree in History and Art History from Columbia University. This position does not require Senate confirmation, and there is no compensation. Shuster is a Democrat.

    Thomas “Tom” Huntington, of San Francisco, has been appointed to the State Park and Recreation Commission. Huntington has been a Consultant in Non-Profit Organization and Foundation Management since 2013. He was the Western Regional Development Director for the Environmental Defense Fund from 1985 to 2013. Huntington was a River Protection Campaign Coordinator and the Executive Director for the Friends of the River Foundation from 1977 to 1984. He was the Regional Manager and River Guide at OARS Inc. Adventure Travel from 1974 to 1984. Huntington earned a Bachelor of Arts degree in Communications and Teaching from the University of Oregon. This position requires Senate confirmation, and the compensation is $100 per diem. Huntington is a Democrat.

    Press Releases, Recent News

    Recent news

    News Sacramento, California – Governor Gavin Newsom today issued a proclamation declaring March 2025, as Developmental Disabilities Awareness Month.The text of the proclamation and a copy can be found below: PROCLAMATIONCalifornia is proud to join states around the…

    News What you need to know: In the first two months of 2025, California National Guard’s Counter Drug Task Force has seized 1,045 pounds of illicit fentanyl with a street valuation of $6.8 million. SACRAMENTO – Continuing an enhanced focus in 2025 to combat the…

    News What you need to know: 51 projects — including 46 independent features — will generate nearly $580 million in economic activity and employ over 6,490 cast and crew thanks to California’s Film & Television Tax Credit Program. HOLLYWOOD — Governor Newsom today…

    MIL OSI USA News

  • MIL-OSI: Orezone Gold Reports Record Revenue and Net Income for 2024

    Source: GlobeNewswire (MIL-OSI)

    VANCOUVER, British Columbia, March 20, 2025 (GLOBE NEWSWIRE) — Orezone Gold Corporation (TSX: ORE, OTCQX: ORZCF) (“Orezone” or “Company”) is pleased to report its operational and financial results for the fourth quarter and full year ended December 31, 2024, and its 2025 guidance.   All dollar amounts are in USD unless otherwise indicated and abbreviation “M” means million.

    Highlights

    • Q4-2024 gold production of 36,502 oz, a 37% increase from the previous quarter.  
    • 2024 gold production of 118,746 oz, exceeding the mid-point of guidance.
    • AISC per oz sold of $1,273 for Q4-2024 and $1,447 for 2024.
    • Record revenue of $283.5M from the sale of 118,697 gold oz at an average realized price of $2,384 per oz in 2024. Gold sales remain unhedged to rising gold prices.
    • 2024 Adjusted EBITDA of $117.2M, Net Income attributable to Orezone shareholders of $55.7M and Earnings per Share attributable to Orezone shareholders of $0.14 and $0.13 on a basic and diluted basis, respectively.
    • Liquidity of $103.2M at year-end with cash of $74.0M and undrawn debt of $29.2M available to finance 2025 growth plans.
    • Stage 1 of hard rock expansion progress continues with first gold on track for Q4-2025.
    • Advancing work towards a secondary listing on the Australian Securities Exchange in mid-2025.

    Patrick Downey, President and CEO, commented “Strong Q4-2024 gold production of 36,502 oz helped deliver another record year for revenue of $283.5 million and net income of $64.1 million while meeting annual production guidance for a second consecutive year. Importantly, Orezone commenced construction of its hard rock expansion in the second half of 2024, a main step towards sustained production growth and setting the foundation for a transformational 2025 where we expect to pour first gold on this brownfield expansion in Q4-2025. First stage of the hard rock expansion is expected to increase the Company’s annual gold production to 170,000 – 185,000 oz in 2026.

    With continued strong gold prices and the closing of recent financings, the Company is well-placed to make further strategic investments in its Bomboré Mine by undertaking additional discovery-focused exploration on high potential targets and evaluating an accelerated start to the second stage of the hard rock expansion which would further increase annual gold production to 220,000 – 250,000 oz.

    The accomplishments achieved in 2024 is a testament to the strength of our team underpinned by the support of our community and government partners, and new and existing shareholders. We remain steadfast in our goal of creating lasting value for all stakeholders.”

    Highlights for Fourth Quarter and Year Ended December 31, 2024 and Significant Subsequent Events

    (All mine site figures on a 100% basis)   Q4-2024 Q4-2023 FY2024 FY2023
    Operating Performance          
    Gold production oz 36,502 33,916 118,746 141,425
    Gold sales oz 34,833 33,782 118,697 139,696
    Average realized gold price $/oz 2,632 1,986 2,384 1,940
    Cash costs per gold ounce sold1 $/oz 1,077 1,083 1,233 972
    All-in sustaining costs1 (“AISC”) per gold ounce sold $/oz 1,273 1,246 1,447 1,127
    Financial Performance          
    Revenue $000s 91,837 67,580 283,517 271,491
    Earnings from mine operations $000s 45,321 16,108 117,710 97,150
    Net income attributable to shareholders of Orezone1 $000s 30,091 4,012 55,711 43,146
    Net income per common share attributable to shareholders of Orezone          
    Basic $ 0.06 0.01 0.14 0.12
    Diluted $ 0.06 0.01 0.13 0.12
    EBITDA1 $000s 48,139 15,308 128,307 108,418
    Adjusted EBITDA1 $000s 45,058 26,702 117,233 120,036
    Adjusted earnings attributable to shareholders of Orezone1 $000s 27,550 14,267 45,977 53,665
    Adjusted earnings per share attributable to shareholders of Orezone1 $ 0.06 0.04 0.11 0.15
    Cash and Cash Flow Data          
    Operating cash flow before changes in working capital $000s 52,520 28,167 98,444 123,029
    Operating cash flow $000s 28,020 13,891 57,697 79,950
    Free cash flow1 $000s 12,543 682 11,725 36,172
    Cash, end of period $000s 74,021 19,483 74,021 19,483

    1 Cash costs, AISC, EBITDA, Adjusted EBITDA, Adjusted earnings, Adjusted earnings per share, and Free cash flow are non-IFRS measures. See “Non-IFRS Measures” section below for additional information.

    Full Year 2024 Highlights

    • Outstanding Safety Performance: 5.4M hours worked without a lost-time injury and a low total recordable injury frequency rate of 0.75.
    • Strong Liquidity: Available liquidity of $103.2M at year-end with $74.0M in cash and XOF 17.5 billion ($29.2M) available to be drawn on the Phase II debt facility with Coris Bank International (“Coris Bank”). The Company is well-funded to carry out its 2025 growth plans including the completion of stage 1 of the Phase II hard rock expansion and a minimum 20,000 m diamond drilling exploration program.    
    • Gold Production Guidance Achieved: Gold production of 118,746 oz which exceeded the mid-point of guidance, marking the second consecutive year that the Bomboré Mine has met production guidance since the start up of operations.
    • AISC Per Oz Within Updated Guidance: AISC per oz of $1,447 was within the updated guidance range with operating costs impacted by higher-than-anticipated government royalties and power costs. Relative to original guidance, government royalties were $31 per oz higher due to a better realized gold price and power costs were $57 per oz higher from lower-than-normal grid availability due to regional power issues in the H1-2024. These two cost overrun contributors were both out of the Company’s control and if their cost impacts were removed, original AISC guidance of $1,300 per oz to $1,375 per oz would have been met.
    • Record Annual Revenue: Revenue of $283.5M from the sale of 118,697 gold oz at a realized gold price of $2,384 per oz. The Company’s gold sales remain unhedged to rising gold prices.
    • Record EBITDA, Net Income, and Earnings Per Share: Reported record EBITDA of $128.3M and net income attributable to Orezone shareholders of $55.7M, primarily driven by a 23% increase in the realized gold price from the prior year. Net income per share attributable to Orezone shareholders was a record $0.14 per share on a basic basis and $0.13 per share on a diluted basis.
    • Continued Free Cash Flow Generation: Generated free cash flow of $11.7M with cash flow from operating activities totalling $98.4M after deducting taxes paid of $26.2M but before changes in non-cash working capital. Non-cash working capital increased by $40.7M primarily from the build-up of VAT receivables and long-term ore stockpiles. Cash flow used in investing activities totalled $46.0M as capital expenditures remained elevated as the Company executes on its growth initiatives including the Phase II hard rock expansion.
    • Phase II Hard Rock Expansion on Track for First Gold in 2025: The Company’s Board approved a positive construction decision on stage 1 of the Phase II hard rock expansion on July 10, 2024 after the Company had secured $105M in binding debt and equity commitments described below for the construction. Under stage 1, a 2.5M tonnes per annum (“tpa”) process plant will be built to recover gold from hard rock mineral reserves which is expected to increase future production levels by 50% to over 170,000 oz per annum. First gold for stage 1 of the Phase II expansion remains on track for Q4-2025 with commercial production expected shortly thereafter in early 2026.
    • Phase I Debt Reduced, Bridge Loan Repaid, and Phase II Expansion Financing Secured: Principal repayments totalling XOF 24.0 billion ($39.3M) were made on the Company’s senior borrowings with Coris Bank, including the extinguishment of the XOF 12.0 billion ($19.8M) bridge loan. On August 8, 2024, the Company completed a non-brokered private placement for net proceeds of C$64.8M ($47.3M) with a new cornerstone investor, Nioko Resources Corporation (“Nioko”), a leading West African investment group. On December 19, 2024, the Company successfully upsized its senior debt facility with Coris Bank through a new term loan for XOF 35.0 billion ($58.3M) (“Phase II Term Loan”) to be drawn in multiple tranches as construction progresses. The Company made its first drawdown of XOF 17.5 billion ($27.9M) on the Phase II Term Loan in December 2024.
    • Multi-year Exploration Drill Program Initiated: In August 2024, the Company initiated a multi-year discovery focused drill program with an initial 30,000 m of drilling designed to test the broader size and scale of the Bomboré mineralized system. Initial results from drilling at the North Zone intercepted mineralization 240 m below the current reserve pit limit, including 1.67 g/t gold over 46.00 m, demonstrating the continuity and robustness of the mineralized system at depth, both in terms of grade and overall width (see October 10, 2024 news release).

    Q4-2024 Highlights

    • Gold Production: Quarterly gold production of 36,502 oz increased 37% from Q3-2024 as a result of record plant throughput and improved head grades. Mining extended to Siga East and Siga South pits for a full quarter which contributed a greater blend of soft oxide ore at higher grades to the mill feed.
    • AISC Per Oz: AISC per oz sold was $1,273 per oz, a 23% decrease from Q3-2024, driven mainly by improved gold production as a result of higher grades and better plant throughput.
    • EBITDA, Net Income, and Earnings Per Share: Reported EBITDA of $48.1M and net income attributable to Orezone shareholders of $30.1M. Net income per share attributable to Orezone shareholders was $0.06 per share on both a basic and diluted basis.
    • Free Cash Flow: Generated free cash flow of $12.5M with cash flow from operating activities totalling $52.5M after deducting taxes paid of $6.3M but before changes in non-cash working capital. Cash flow used in investing activities totalled $15.5M as expenditures for the Phase II hard rock expansion began to ramp up.

    Events Subsequent to 2024 Year-End

    • Bought Deal Offering: On March 13, 2025, the Company closed on a public offering of common shares on a bought deal basis with Canaccord Genuity Corp. (“Canaccord”) pursuant to which the Company agreed to sell 42,683,000 common shares at a price of C$0.82 per share for aggregate gross proceeds of C$35,000,060. Net proceeds from the offering will be used to conduct early works for stage 2 of the Phase II hard rock expansion and for additional exploration. Under stage 2, processing capacity of the hard rock plant will double from the 2.5Mtpa design in stage 1 to 5.0Mtpa after completion of stage 2.
    • Over-allotment Exercise: Canaccord has exercised its over-allotment in full on the bought deal offering and has agreed to purchase an additional 6,402,450 common shares at a price of C$0.82 per share for aggregate gross proceeds of C$5,250,009. The purchase of shares from the over-allotment closed on March 19, 2025.
    • Private Placement with Nioko: The Company has announced that Nioko intends to acquire, on a non-brokered private placement basis, for 10,719,659 additional common shares at a price of C$0.82 per share for aggregate gross proceeds of C$8,790,121 to maintain its 19.9% share ownership (before the over-allotment exercise). Closing of this private placement is subject to approval of the TSX and is anticipated to occur in late March 2025.
    • Intention to List on the Australian Securities Exchange (“ASX”): The Company intends to pursue a secondary listing on the ASX by mid-2025, subject to market conditions and the satisfaction of ASX listing requirements as announced in its February 23, 2025 press release. The Company believes a dual listing on the ASX will increase trading liquidity and allow it to access a deeper pool of investors, including specialist mining focused funds.

    2024 Performance and 2025 Guidance

    2024 Performance Compared Against Guidance

    Bomboré Mine (100% basis) Unit Original
    FY2024 Guidance
    Revised
    FY2024 Guidance4
    FY2024
    Actuals
    Gold production Au oz 110,000 – 125,000 Unchanged  118,746
    All-In Sustaining Costs123 $/oz Au sold $1,300 – $1,375 $1,400 – $1,475 $1,447
    Sustaining capital12 $M $14 – $15 Unchanged $16.0
    Growth capital – non Phase II Expansion12 $M $16 – $17 Unchanged $17.6
    Growth capital – Phase II Expansion early works12 $M No guidance provided $3.6 $3.6
    Growth capital – Phase II Expansion12 $M No guidance provided $15.0 – $18.0 $15.3
    1. Non-IFRS measures. See “Non-IFRS Measures” section below for additional information.
    2. Foreign exchange rates used to forecast cost metrics include XOF/USD of 600 and CAD/USD of 1.30.
    3. Government royalties of $160/oz included in original AISC guidance based on an assumed gold price of $2,000 per oz. Government royalties of $200/oz were estimated in the revised AISC guidance from a better gold price realized.
    4. Revised guidance details presented in Q3-2024 MD&A.

    2025 Guidance

    Bomboré Mine (100% basis) Unit FY2025 Guidance
    Gold production Au oz 115,000 – 130,000
    All-In Sustaining Costs123 $/oz Au sold $1,400 – $1,500
    Sustaining capital12 $M $9 – $10
    Growth capital (excluding Phase II Expansion)12 $M $44 – $51
    Growth capital – Stage 1 of Phase II Expansion12 $M $75 – $80
    1. Non-IFRS measure. See “Non-IFRS Measures” section below for additional information.
    2. Foreign exchange rates used to forecast cost metrics include XOF/USD of 600 and CAD/USD of 1.35.
    3. Government royalties included in AISC guidance based on an assumed gold price of $2,600 per oz.

    Gold production in 2025 is forecasted to range between 115,000 to 130,000 oz, with the highest production expected in the fourth quarter from the scheduled start-up of the Phase II hard rock plant. Projected gold production from hard rock reserves is between 5,000 to 10,000 oz with actual production dependent on the timing and ramp-up of the new hard rock circuit. Gold production from the existing Phase I oxide plant is guided between 110,000 to 120,000 oz, similar to that achieved in 2024.

    Mining will be concentrated within three main pits delivering most of the direct feed ore with the H pit in the North Zone, and the Siga East and Siga South pits in the South Zone. The 2025 mine plan calls for 22.4M tonnes to be mined by the mining contractor at a strip ratio of approximately 1.8.   The mining contractor placed new excavators, dump trucks, and support equipment into service in November 2024 and is organizing to mobilize additional equipment to site later this year in preparation for the start-up of hard rock mining.

    AISC in 2025 is expected to range between $1,400 to $1,500 per oz sold. AISC per oz is expected to be comparable to 2024 with a small decrease in head grades, an increased strip ratio, and greater government royalties from a higher assumed gold price offset by lower sustaining capital, higher grid utilization, and higher plant throughput from fewer power interruptions and enhanced maintenance practices.

    Sustaining capital is budgeted to fall within the range of $9M to $10M with expenditures directed towards the completion of tailings storage facility (“TSF”) stage 4 lift, extension of the main haul road and perimeter fencing at the southern end of the mining permit, and other capital improvements to the process plant, camp, and mine support equipment and facilities.

    Growth capital is expected to range between $119M to $131M on four major growth projects:

    No. Growth Capital Description Unit FY2025 Guidance
    I. Phase II Hard Rock Expansion – Stage 1 $M $75 – $80
    II. Permanent Back-up Diesel Power Plant $M $22 – $24
    III. TSF Footprint Expansion – Cell 2 $M $11 – $13
    IV. Resettlement Action Plan (“RAP”) $M $11 – $14
      Growth Capital Total $M $119 – $131
           
      Phase II Hard Rock Expansion – Stage 2 $M No guidance provided

    The Company has reserved guidance on 2025 expenditures for stage 2 of the Phase II hard rock expansion until the Company’s Board of Directors has issued a final investment decision to proceed with stage 2 expected later this year. Stage 2 would increase annual gold production to 220,000 – 250,000 oz.  

    I.      Phase II Hard Rock Expansion – Stage 1

    A new 2.5Mtpa hard rock plant to process fresh and lower transition ore is currently under construction and once completed, will operate in tandem with the existing Phase I oxide plant. The current flowsheet for stage 1 of this brownfield expansion consists of a primary jaw crusher, an 18-hour crushed ore stockpile, a single stage 9MW SAG mill, hydrocyclones, and a carbon-in-leach (“CIL”) circuit consisting of five 15.8 m diameter leach tanks. Loaded carbon will be treated in the shared gold recovery circuit, producing gold doré bars from the existing gold room. Tailings from the CIL circuit will be pumped into the expanded tailings facility.

    The Company completed a comprehensive review of the construction progress and costing as part of its annual budgeting exercise for 2025. From this review, schedule to first gold remains in Q4-2025 with a project budget of $90M – $95M with $75M – $80M forecasted in 2025.

    II.      Permanent Back-Up Diesel Power Plant

    A new diesel power plant will be installed to provide continuous power to both the Phase I oxide plant and Phase II hard rock plant when the national grid is unavailable or unable to provide stable power.

    Following a competitive tender, the Company awarded the engineering, supply, installation, and commissioning of this new power plant to Africa Power Services (“APS”). APS will supply 18 Caterpillar diesel gensets with 1.8MW rated capacity each that will function as back-up units to the grid to meet the 18MW to 20MW load demand of both processing circuits. This new power plant is scheduled for final commissioning in October 2025 and will replace the APS genset rentals that are currently providing power on a back-up basis.

    III.      TSF Footprint Expansion – Cell 2

    The TSF starter dam over the Cell 1 footprint was completed prior to the start of processing operations in 2022. Lifts of the Cell 1 embankment walls have been completed each year to add storage to hold the volume of tailings expected to be generated by the mine for the upcoming year. The stage 4 lift is currently in progress and is slated for completion in June 2025 with costs captured under sustaining capital.

    To optimize costs of future tailings lifts and to meet the higher annual storage requirements from the Phase II hard rock expansion, work to expand the TSF footprint southwards into Cell 2 will begin in 2025 and continue into 2026, and include the HDPE lining of the Cell 2 basin and installation of underdrainage to improve water recovery and dam stability. Cell 2 will cover the ultimate TSF footprint and is designed to ensure that future annual lifts will provide sufficient storage of tailings generated each year by the combined oxide and expanded stage 2 (5Mtpa) hard rock operations.

    IV.      Resettlement Action Plan – Phases II, III, and IV

    RAP Phases II and III commenced in 2023 and will see the construction of three new resettlement communities (MV3, MV2, and BV2) to help relocate households occupying areas within the southern half of the Bomboré mining permit. Both MV3 and MV2 were successfully completed in 2024 followed by the start of BV2 construction in late 2024.

    RAP Phase IV was presented as part of the Environment Social Impact Assessment (“ESIA”) submitted by the Company in 2024 to expand the current mining permit by an additional 5.56 km2.

    Construction costs of $8.0M to $10.0M are forecasted in 2025 to complete the remaining construction of BV2 by October 2025 and for the anticipated start of RAP Phase IV construction in Q4-2025. RAP costs of $3.0M to $4.0M are estimated for compensation, consultants, relocation allowances, and livelihood restoration programs.

    Revenue Protection Program for 2025

    The Company has implemented a low-cost revenue protection program for approximately half of its forecasted gold production in 2025 by purchasing 60,000 oz of put options with a strike price of $2,300 per oz at a cost of $0.8M. These options were acquired in November 2024 from a leading Canadian chartered bank and are structured as a monthly program of 5,000 oz options with option expiries at each month-end.

    The purchase of put options allows the Company to secure margin on its gold sales should gold prices fall significantly while retaining full upside to rising gold prices. The Company invested in these put options due to the large capital programs planned for 2025.

    Bomboré Gold Mine, Burkina Faso (100% Basis)

    Operating Highlights   Q4-2024   Q4-2023   FY2024 FY2023  
    Safety          
    Lost-time injuries frequency rate per 1M hrs 0.00   0.00   0.00 0.00  
    Personnel-hours worked 000s hours 1,326   1,301   5,366 4,394  
    Mining Physicals          
    Ore tonnes mined tonnes 2,063,262   2,883,006   7,889,973 9,247,175  
    Waste tonnes mined tonnes 2,655,783   3,048,669   11,921,398 11,237,079  
    Total tonnes mined tonnes 4,719,045   5,931,675   19,811,370 20,484,254  
    Strip ratio waste:ore 1.29   1.06   1.51 1.22  
    Processing Physicals          
    Ore tonnes milled tonnes 1,652,844   1,449,769   5,928,599 5,749,163  
    Head grade milled Au g/t 0.77   0.82   0.71 0.85  
    Recovery rate % 89.1   88.9   88.2 90.4  
    Gold produced Au oz 36,502   33,916   118,746 141,425  
    Unit Cash Cost          
    Mining cost per tonne $/tonne 3.50   3.05   3.49 3.01  
    Mining cost per ore tonne processed $/tonne 7.37   6.31   8.44 6.77  
    Processing cost $/tonne 7.00   10.84   8.27 10.14  
    Site general and admin (“G&A”) cost $/tonne 4.07   4.85   3.90 3.95  
    Cash cost per ore1tonne processed $/tonne 18.44   22.00   20.61 20.86  
    Cash Costs and AISC Details          
    Mining cost (net of stockpile movements) $000s 12,174   9,146   50,008 38,932  
    Processing cost $000s 11,563   15,719   49,049 58,285  
    Site G&A cost $000s 6,719   7,036   23,124 22,707  
    Refining and transport cost $000s 193   141   497 519  
    Government royalty cost $000s 7,512   5,163   22,739 17,508  
    Gold inventory movements $000s (647 ) (606 ) 892 (2,190 )
    Cash costs on a sales basis $000s 37,514   36,599   146,309 135,761  
    Sustaining capital $000s 4,245   3,558   15,997 14,002  
    Sustaining leases $000s 73   73   292 301  
    Corporate G&A cost $000s 2,511   1,874   9,154 7,325  
    All-In Sustaining Costs1on a sales basis $000s 44,343   42,104   171,752 157,389  
    Gold sold Au oz 34,833   33,782   118,697 139,696  
    Cash costs per gold ounce sold1 $/oz 1,077   1,083   1,233 972  
    All-In Sustaining Costs per gold ounce sold1 $/oz 1,273   1,246   1,447 1,127  

    1 Non-IFRS measure. See “Non-IFRS Measures” section below for additional details.

    Bomboré Production Results

    Q4-2024 vs Q4-2023

    Gold production in Q4-2024 was 36,502 oz, an increase of 8% from the 33,916 oz produced in Q4-2023. The higher gold production is attributable to a 14% increase in plant throughput offset by a 6% decrease in head grades.

    The better head grades in Q4-2023 were from the sequencing of higher-grade pits in earlier periods of the mine plan and greater ore release from more tonnes mined allowing for the stockpiling of lower-grade ore. More tonnes were mined in Q4-2023 as a second mining contractor was utilized to assist with mining volumes.

    Plant throughput of 1.65M tonnes in Q4-2024 hit a new quarterly record as processing operations benefitted from higher hourly throughput, greater blend of soft oxide ore, and less maintenance. Improvements to hourly plant throughput were successfully instituted in July 2024 by increasing the mill power and reducing residence time in the CIL circuit with only a minor effect to recovery rates. Mining at the new Siga East and Siga South pits for a full quarter in Q4-2024 resulted in the release of more tonnes of softer oxide ore while completion of all scheduled major plant maintenance in earlier quarters of the year combined with high grid availability resulted in less plant downtime.

    2024 vs 2023

    Gold production in 2024 was 118,746 oz, a decline of 16% from the 141,425 oz produced in 2023. The lower gold production is attributable to a 16% decrease in head grades and a 2% decrease in plant recoveries, partially offset by a 3% increase in plant throughput.

    Head grades in 2023 were higher from the sequencing of higher-grade pits in earlier periods of the mine plan and the processing of high-grade stockpiles accumulated during the Phase I construction, with such stockpiles being fully depleted by June 2023.

    Plant recoveries were lower in 2024 as a direct result of lower head grades, a greater blend of transition ore, and less residence in the CIL circuit.

    Plant throughput was higher in 2024 from the operating procedures followed in the H2-2024 to maximize hourly plant throughput.

    Bomboré Operating Costs

    Q4-2024 vs Q4-2023

    AISC per gold oz sold in Q4-2024 was $1,273, a 2% increase from $1,246 per oz sold in Q4-2023. The higher AISC is the result of: (a) lower head grades; (b) greater per oz royalty costs from a 33% increase in the realized gold price ($2,632/oz vs $1,986/oz) coupled with higher royalty rates that took effect in October 2023; and (c) increased mining costs attributable to deeper pits, drill-and-blast associated with harder transition ore, and higher strip ratio. This cost increase was partially offset by a reduction in power costs from the switch to lower-cost grid power in February 2024 (92% grid utilization in Q4-2024) and from a 14% jump in plant throughput resulting in economies for fixed costs.

    Cash cost per ore tonne processed in Q4-2024 was $18.44 per tonne, a decrease of 16% from $22.00 per tonne in Q4-2023, as a result of the use of lower-cost grid power and a 14% increase in plant throughput positively impacting unit cost for processing ($7.00/tonne vs $10.84/tonne) and site G&A ($4.07/tonne vs $4.85/tonne), partially offset by a 17% increase in mining costs per ore tonne processed ($7.37/tonne vs $6.31/tonne) attributable to higher strip ratio and unit mining cost.

    Mining cost per tonne has increased in Q4-2024 when compared to Q4-2023 ($3.50/tonne vs $3.05/tonne) as lower benches in the pits in the Northern Zone are mined resulting in longer hauls and more transition material that requires some drill-and-blast prior to excavation and greater rehandle prior to feeding into the dump pocket on the ROM pad combined with more grade control drilling for the new Siga pits.

    Processing costs per ore tonne decreased in Q4-2024 when compared to Q4-2023 ($7.00/tonne vs $10.84/tonne) mainly from the continuing cost benefit of utilizing grid power which has lowered power cost from $5.57/tonne in Q4-2023 to $2.39/tonne in Q4-2024, a drop of $3.18/tonne. Grid performance remained reliable and steady in Q4-2024 with 92% utilization, consistent with utilization in Q3-2024, and a significant improvement from Q2-2024 when grid utilization was 34% as issues with the supply system in Ghana and Côte D’Ivoire temporarily reduced power export into Burkina Faso.

    2024 vs 2023

    AISC per gold oz sold in 2024 was $1,447, a 28% increase from $1,127 per oz sold in 2023. The higher AISC is primarily the result of a 16% decline in head grades, higher government royalties from a better realized gold price and higher royalty rates, higher strip ratio and unit cost for mining, and moderate increases in sustaining capital and corporate G&A, partially offset by a reduction in processing costs from the switch to grid power as the primary power source in February 2024.

    Bomboré Growth Capital Projects

    Grid Power Connection

    The powerline to connect Bomboré to Burkina Faso’s national energy grid was successfully energized in February 2024. As of December 31, 2024, the Company has incurred costs of $19.9M, of which $0.2M was incurred in Q4-2024 and $1.6M in 2024. The Company plans to make minor upgrades to the grid connection in 2025 by installing equipment and software that will reduce the quantity of reactive power and hence, surcharges imposed by SONABEL, the state-owned electricity company of Burkina Faso.

    RAP Phases II and III

    Construction of MV3 and MV2 resettlement sites and the relocation of families to their new homes at these sites were completed in 2024. Construction on the BV2 resettlement site commenced in Q4-2024. Compensation payments to affected residents for loss of land, crops, trees, and private structures were also made in the year.

    As of December 31, 2024, the Company has incurred project-to-date costs of $26.5M for RAP Phases II and III, of which $4.3M was incurred in Q4-2024 and $16.0M in 2024.

    Phase II Hard Rock Expansion

    First gold remains on schedule and costs are trending in line with the most recent control budget. The concentrated scope of this expansion when compared to a greenfield project significantly reduces schedule and budget risks with start-up to benefit from the well-established mining, processing, and maintenance teams already on site.

    Construction of stage 1 of Phase II hard rock expansion was officially approved by the Company’s Board in early July 2024. To maintain first gold by Q4-2025, the Company undertook early work activities in H1-2024 which included front-end engineering and design, geotechnical investigations, additional office and camp accommodations, 18MW SAG mill order placement (subsequently cancelled), and bulk earthworks on the new plant layout.

    Lycopodium Minerals Canada (“Lycopodium”) was awarded the engineering and procurement contract and was chosen for their successful track record of designing and constructing numerous gold plants in West Africa, including the Company’s oxide plant that is currently in operations and exceeding nameplate design.

    Progress and milestones achieved on the expansion in 2024 include:

    • Engineering and drafting progress stood at 52% and ahead of plan. All bulk quantities, including concrete, structural steel, and platework, remain in line with budget.
    • Procurement was at 82% of total supply value with all long lead equipment ordered, including a 9MW SAG mill.
    • Early mobilization of concrete contractor with first concrete pour completed in November, three months ahead of schedule.
    • Tender of the structural, mechanical, and piping (“SMP”) contract with contract awarded shortly after year-end.

    All major site installation contracts (concrete, SMP, electrical and instrumentation, and mill installation) have been awarded to the same contractors that successfully delivered on the Phase I oxide construction.

    As of December 31, 2024, the Company has incurred $15.3M in costs for the Phase II hard rock expansion exclusive of the $3.6M spent on early work activities in 2024.

    NON-IFRS MEASURES

    The Company has included certain terms or performance measures commonly used in the mining industry that is not defined under IFRS, including “cash costs”, “AISC”, “EBITDA”, “adjusted EBITDA”, “adjusted earnings”, “adjusted earnings per share”, and “free cash flow”. Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore, they may not be comparable to similar measures presented by other companies. The Company uses such measures to provide additional information and they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For a complete description of how the Company calculates such measures and reconciliation of certain measures to IFRS terms, refer to “Non-IFRS Measures” in the Management’s Discussion and Analysis for the year ended December 31, 2024 which is incorporated by reference herein.

    CONFERENCE CALL AND WEBCAST

    The consolidated financial statements and Management’s Discussion and Analysis are available at www.orezone.com and on the Company’s profile on SEDAR+ at www.sedarplus.ca. Orezone will host a conference call and audio webcast to discuss its fourth quarter and full year 2024 results on March 20, 2025:

    Webcast
    Date:    Thursday, March 20, 2025
    Time:    8:00 am Pacific time (11:00 am Eastern time)
    Please register for the webcast here:  Orezone 2024 Year-End Results and 2025 Guidance

    Conference Call 
    Toll-free in U.S. and Canada: 1-800-715-9871
    International callers: +646-307-1963
    Event ID: 9731374

    QUALIFIED PERSONS

    The scientific and technical information in this news release was reviewed and approved by Mr. Rob Henderson, P. Eng, Vice-President of Technical Services and Mr. Dale Tweed, P. Eng., Vice-President of Engineering, both of whom are Qualified Persons as defined under NI 43-101 Standards of Disclosure for Mineral Projects.

    ABOUT OREZONE GOLD CORPORATION

    Orezone Gold Corporation (TSX: ORE OTCQX: ORZCF) is a West African gold producer engaged in mining, developing, and exploring its 90%-owned flagship Bomboré Gold Mine in Burkina Faso. The Company completed construction of its oxide only process plant in August 2022 and achieved commercial production on its oxide operations on December 1, 2022. The Company is expanding operations and gold production by constructing stage 1 of a Phase II hard rock plant that is expected to materially increase annual and life-of-mine gold production from the processing of hard rock mineral reserves.   Orezone is led by an experienced team focused on social responsibility and sustainability with a proven track record in project construction and operations, financings, capital markets, and M&A.   

    The technical report entitled Bomboré Phase II Expansion, Definitive Feasibility Study is available on SEDAR+ and the Company’s website.

    Patrick Downey
    President and Chief Executive Officer

    Kevin MacKenzie
    Vice President, Corporate Development and Investor Relations

    Tel: 1 778 945 8977
    info@orezone.com / www.orezone.com

    For further information please contact Orezone at +1 (778) 945-8977 or visit the Company’s website at www.orezone.com.

    The Toronto Stock Exchange neither approves nor disapproves the information contained in this news release.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains certain information that constitutes “forward-looking information” within the meaning of applicable Canadian Securities laws and “forward-looking statements” within the meaning of applicable U.S. securities laws (together, “forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “potential”, “possible” and other similar words, or statements that certain events or conditions “may”, “will”, “could”, or “should” occur, and include, amongst other statements, the Phase II hard rock expansion will increase annual gold production and is expected to pour first gold in Q4-2025.

    All forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements including, but not limited to, terrorist or other violent attacks, the failure of parties to contracts to honour contractual commitments, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; social or labour unrest; changes in commodity prices; unexpected failure or inadequacy of infrastructure, the possibility of project cost overruns or unanticipated costs and expenses, accidents and equipment breakdowns, political risk, unanticipated changes in key management personnel, the spread of diseases, epidemics and pandemics diseases, market or business conditions, the failure of exploration programs, including drilling programs, to deliver anticipated results and the failure of ongoing and uncertainties relating to the availability and costs of financing needed in the future, and other factors described in the Company’s most recent annual information form and management’s discussion and analysis filed on SEDAR+ on www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements.

    Forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to the Company’s ability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s ability to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, including gold; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.

    Although the forward-looking statements contained in this press release are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this press release.

    The MIL Network

  • MIL-OSI: FactSet Reports Results for Second Quarter 2025

    Source: GlobeNewswire (MIL-OSI)

    • Q2 GAAP revenues of $570.7 million, up 4.5% from Q2 2024.
    • Organic Q2 ASV of $2,276.2 million, up 4.1% year over year.
    • Q2 GAAP operating margin of 32.5%, down approximately 80 bps year over year, and adjusted operating margin of 37.3%, down 100 bps year over year.
    • Q2 GAAP diluted EPS of $3.76, up 3.0% from the prior year, and adjusted diluted EPS of $4.28, up 1.4% year over year.
    • Fiscal 2025 guidance updated. Expected organic ASV growth of $100 million to $130 million (approximately 4.4% to 5.8%), GAAP revenues in the range of $2,305 million to $2,325 million, adjusted operating margin in the range of 36% to 37%, and adjusted diluted EPS in the range of $16.80 to $17.40.

    NORWALK, Conn., March 20, 2025 (GLOBE NEWSWIRE) — FactSet (“FactSet” or the “Company”) (NYSE:FDS) (NASDAQ:FDS), a global financial digital platform and enterprise solutions provider, today announced results for its second quarter fiscal 2025 ended February 28, 2025.

    Second Quarter Fiscal 2025 Highlights

    • GAAP revenues increased 4.5%, or $24.8 million, to $570.7 million for the second quarter of fiscal 2025 compared with $545.9 million in the prior year period. Organic(1) revenues grew 4.0% year over year to $568.0 million during the second quarter of fiscal 2025. Growth in GAAP and Organic revenues this quarter was driven by wealth and institutional buy-side clients.
    • Annual Subscription Value (“ASV”) was $2,306.1 million at February 28, 2025, compared with $2,185.6 million at February 29, 2024. Organic ASV was $2,276.2 million at February 28, 2025, up 4.1% or $90.7 million year over year(2).
    • Organic ASV increased $19.6 million over the last three months. Please see the “ASV” section of this press release for details.
    • GAAP operating margin decreased to 32.5% compared with 33.3% for the prior year period, mainly due to an increase in acquisition-related professional fees and technology-related expenses, partially offset by growth in revenues and a decrease in employee compensation costs. Adjusted operating margin decreased to 37.3% compared with 38.3% in the prior year period, mainly due to higher technology related expenses offset by lapping of the prior year’s lower bonus accrual.
    • GAAP diluted earnings per share (“EPS”) increased 3.0% to $3.76 compared with $3.65 for the same period in fiscal 2024, primarily due to growth in revenues, partially offset by an increase in acquisition-related professional fees and technology-related expenses. Adjusted diluted EPS increased 1.4% to $4.28 compared with $4.22 in the prior year period, driven by growth in revenues, offset by higher operating expenses and a higher tax rate on an adjusted basis.
    • Net cash provided by operating activities was $174.0 million for the second quarter of fiscal 2025. Free cash flow increased to $150.2 million for the second quarter of fiscal 2025, compared with $121.9 million for the prior year period, an increase of 23.3%, primarily due to higher net cash provided by operating activities.
    • GAAP effective tax rate for the second quarter of fiscal 2025 decreased to 15.9% compared with 16.4% for the second quarter of fiscal 2024. The decrease was primarily due to lower U.S. tax on foreign earnings, partially offset by certain discrete items, mainly lower excess tax benefits related to stock-based compensation.

    (1) References to “organic” figures in this press release exclude the current year impact of acquisitions and dispositions completed within the past 12 months and the current year impact from changes in foreign currency.

    (2) Beginning in fiscal 2025, FactSet is reporting Organic ASV, rather than Organic ASV plus Professional Services, to focus on the recurring nature of its revenues. This underscores the shift of FactSet’s offerings toward providing more managed services and less project-based services.

    “With increased visibility into the remainder of the fiscal year, we are reaffirming the 5% midpoint of our organic ASV growth guidance and narrowing the range of anticipated top-line outcomes,” said Phil Snow, CEO of FactSet. “The strength of our full-year pipeline and constructive dialogue with our clients position our business positively for growth acceleration in the second half of the year.”

    Key Financial Measures*

    (Condensed and Unaudited) Three Months Ended  
      February 28, February 29,  
    (In thousands, except per share data)   2025     2024   Change
    Revenues $ 570,660   $ 545,945   4.5 %
    Organic revenues $ 567,985   $ 545,945   4.0 %
    Operating income $ 185,492   $ 181,942   2.0 %
    Adjusted operating income $ 212,669   $ 209,326   1.6 %
    Operating margin   32.5 %   33.3 %  
    Adjusted operating margin   37.3 %   38.3 %  
    Net income $ 144,860   $ 140,940   2.8 %
    Adjusted net income $ 164,976   $ 163,067   1.2 %
    EBITDA $ 224,646   $ 216,826   3.6 %
    Diluted EPS $ 3.76   $ 3.65   3.0 %
    Adjusted diluted EPS $ 4.28   $ 4.22   1.4 %

    * See reconciliation of U.S. GAAP to adjusted key financial measures in the back of this press release.

    “We achieved solid financial performance in the first half of the fiscal year by maintaining our focus on cost discipline and increased efficiency, while continuing to invest in our strategic priorities,” said Helen Shan, FactSet’s CFO. “We are reaffirming our guidance range for adjusted operating margin and adjusted diluted EPS, despite modest dilution from our recent acquisitions.”

    Annual Subscription Value (ASV)

    ASV at any given point in time represents the forward-looking revenues for the next 12 months from all subscription services currently supplied to clients.

    ASV was $2,306.1 million at February 28, 2025, compared with $2,185.6 million at February 29, 2024. Organic ASV was $2,276.2 million at February 28, 2025, up $90.7 million from the prior year, for a growth rate of 4.1%. Organic ASV increased $19.6 million over the last three months.

    The buy-side and sell-side organic ASV annual growth rates as of February 28, 2025 were 4.1% and 2.2%, respectively. Buy-side clients, including institutional asset managers, wealth managers, asset owners, partners, hedge funds and corporate clients, accounted for 82% of organic ASV. The remaining organic ASV came from sell-side firms, including broker-dealers, banking and advisory firms, and private equity and venture capital firms. Supplementary tables covering organic buy-side and sell-side ASV growth rates may be found on the last page of this press release.

    Segment Revenues and ASV

    ASV from the Americas was $1,501.1 million compared with ASV in the prior year period of $1,413.6 million. Organic ASV from the Americas increased 4.4% to $1,474.9 million. Americas revenues for the quarter increased to $369.7 million compared with $352.6 million in the second quarter of last year. The Americas quarterly organic revenues growth rate was 4.0% over the prior year period.

    ASV from EMEA was $571.3 million compared with ASV in the prior year period of $556.5 million. Organic ASV from EMEA increased 2.6% to $571.4 million. EMEA revenues were $143.4 million compared with $139.2 million in the second quarter of fiscal 2024. The EMEA quarterly organic revenues growth rate was 3.1% over the prior year period.

    ASV from Asia Pacific was $233.7 million compared with ASV in the prior year period of $215.5 million. Organic ASV from Asia Pacific increased 6.8% to $229.9 million. Asia Pacific revenues were $57.6 million compared with $54.1 million in the second quarter of fiscal 2024. The Asia Pacific quarterly organic revenues growth rate was 6.8% over the prior year period.

    Operational Highlights – Second Quarter Fiscal 2025

    • Client count as of February 28, 2025 was 8,645, a net increase of 396 clients in the past three months, mainly due to corporates, which now includes clients from the Irwin acquisition. The count includes clients with ASV of $10,000 and more and does not reflect the LiquidityBook acquisition.
    • User count was 219,141 as of February 28, 2025, a net increase of 874 users in the past three months, mainly driven by an increase in wealth management users. The user count does not reflect the Irwin and LiquidityBook acquisitions.
    • Annual ASV retention was greater than 95%. When expressed as a percentage of clients, annual retention was 91%.
    • Employee headcount was 12,598 as of February 28, 2025, up 2.6% over the last 12 months, with the increase primarily in the sales and technology groups, mainly from the Irwin and LiquidityBook acquisitions. FactSet’s Centers of Excellence account for approximately 67% of the Company’s employees.
    • A quarterly dividend of $39.5 million, or $1.04 per share, is being paid on March 20, 2025, to holders of record of FactSet’s common stock at the close of business on February 28, 2025.
    • FactSet acquired LiquidityBook, a provider of cloud-native trading solutions. The acquisition adds technology-forward order management (OMS) and investment book of record (IBOR) capabilities to the FactSet Workstation to seamlessly link adjacent steps in the front office trade workflow and enhance FactSet’s ability to serve the integrated workflow needs of clients across the entire portfolio lifecycle.
    • FactSet launched Pitch Creator, an AI-powered tool that streamlines pitchbook creation for investment banks. By automating the time-consuming tasks of model analysis and presentation building, FactSet Pitch Creator can reduce hours of manual work into minutes, creating the productivity gains necessary for junior bankers to prioritize high-value, strategic initiatives.
    • After the quarter end, FactSet acquired LogoIntern, a productivity solution that helps financial services professionals create well formatted logo outputs for presentations faster. This acquisition reinforces FactSet’s commitment to improving junior banker productivity and complements Pitch Creator to bring automation to another time-consuming, manual aspect of a junior banker’s daily workflow.
    • FactSet appointed Kevin Toomey as Head of Investor Relations. Toomey is replacing Yet He, who was acting as Interim Head of Investor Relations and now will continue in his role as FactSet’s Treasurer and Head of Financial Planning & Analysis.

    Share Repurchase Program

    FactSet repurchased 136,714 shares of its common stock for $64.4 million at an average price of $470.70 during the second quarter of fiscal 2025 under the Company’s share repurchase program. As of February 28, 2025, $186.9 million remained available for share repurchases under this program.    

    Annual Business Outlook

    FactSet is updating its outlook for fiscal 2025. The following forward-looking statements reflect FactSet’s expectations as of today’s date. Given the risk factors, uncertainties, and assumptions discussed below, actual results may differ materially. FactSet does not intend to update its forward-looking statements prior to its next quarterly results announcement.

    Fiscal 2025 Expectations (with reference to most recent previous guidance):

    • Organic ASV is expected to grow in the range of $100 million to $130 million during fiscal 2025 (narrowing from $90 million to $140 million).
    • GAAP revenues are expected to be in the range of $2,305 million to $2,325 million (up from $2,285 million to $2,305 million).
    • GAAP operating margin is expected to be in the range of 32.0% to 33.0% (down from 32.5% to 33.5%).
    • Adjusted operating margin is expected to be in the range of 36.0% to 37.0% (unchanged).
    • FactSet’s annual effective tax rate is expected to be in the range of 17% to 18% (unchanged).
    • GAAP diluted EPS is expected to be in the range of $14.80 to $15.40 (down from $15.10 to $15.70).
    • Adjusted diluted EPS is expected to be in the range of $16.80 to $17.40 (unchanged).

    Adjusted operating margin and adjusted diluted EPS guidance do not include certain effects of any non-recurring benefits or charges that may arise in fiscal 2025. Please see the back of this press release for a reconciliation of GAAP to adjusted metrics.

    Conference Call

    Second Quarter 2025 Conference Call Details

    Please register for the conference call using the above link before the call start time. The conference call platform will register your name and organization and provide dial-in numbers and a unique access pin. The conference call will have a live Q&A session.

    A replay will be available on the Company’s investor relations website after 11:00 a.m. Eastern Time on March 20, 2025, through March 20, 2026. The earnings call transcript will be available via FactSet CallStreet.

    Forward-looking Statements

    This news release contains forward-looking statements based on management’s current expectations, estimates, forecasts and projections about industries in which FactSet operates and the beliefs and assumptions of management. All statements that address expectations, guidance, outlook or projections about the future, including statements about the Company’s strategy for growth, product development, revenues, future financial results, anticipated growth, market position, subscriptions, expected expenditures, trends in FactSet’s business and financial results, are forward-looking statements. Forward-looking statements may be identified by words like “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “intends,” “projects,” “indicates,” “predicts,” “potential,” or “continue,” and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in FactSet’s filings with the Securities and Exchange Commission, particularly its latest annual report on Form 10-K and quarterly reports on Form 10-Q, as well as others, could cause results to differ materially from those stated. Forward-looking statements speak only as of the date they are made, and FactSet assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

    About Non-GAAP Financial Measures

    Financial measures in accordance with U.S. GAAP, including revenues, operating income and margin, net income, diluted earnings per share and cash provided by operating activities, have been adjusted.

    FactSet uses these adjusted financial measures both in presenting its results to stockholders and the investment community and in its internal evaluation and management of the business. The Company believes that these adjusted financial measures and the information they provide are useful to investors because they permit investors to view the Company’s performance using the same tools that management uses to gauge progress in achieving its goals. Investors may benefit from referring to these adjusted financial measures in assessing the Company’s performance and when planning, forecasting and analyzing future periods, and may also facilitate comparisons to its historical performance. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

    Organic revenues excludes the current year impact of revenues from acquisitions and dispositions completed within the past 12 months and the current year impact from changes in foreign currency. Adjusted operating income and margin, adjusted net income, and adjusted diluted earnings per share exclude acquisition-related intangible asset amortization and non-recurring items. EBITDA represents earnings before interest expense, provision for income taxes and depreciation and amortization expense, while adjusted EBITDA further excludes non-recurring non-cash expenses. The Company believes that these adjusted financial measures help to fully reflect the underlying economic performance of FactSet.

    Cash flows provided by operating activities have been reduced by purchases of property, equipment, leasehold improvements and capitalized internal-use software to report non-GAAP free cash flow. FactSet uses this financial measure both in presenting its results to stockholders and the investment community and in the Company’s internal evaluation and management of the business. Management believes that this financial measure is useful to investors because it is an indication of cash flow that may be available to fund further investments in future growth initiatives.

    About FactSet

    FactSet (NYSE:FDS | NASDAQ:FDS) helps the financial community to see more, think bigger, and work better. Our digital platform and enterprise solutions deliver financial data, analytics, and open technology to more than 8,600 global clients, including over 219,000 individual users. Clients across the buy-side and sell-side as well as wealth managers, private equity firms, and corporations achieve more every day with our comprehensive and connected content, flexible next-generation workflow solutions, and client-centric specialized support. As a member of the S&P 500, we are committed to sustainable growth and have been recognized amongst the Best Places to Work in 2023 by Glassdoor as a Glassdoor Employees’ Choice Award winner. Learn more at www.factset.com and follow us on X and LinkedIn.

    FactSet
    Investor Relations Contact:                         
    Yet He                                
    +1.212.973.5701
    yet.he@factset.com

    Media Contact:
    Megan Kovach
    +1.512.736.2795
    megan.kovach@factset.com   

    Consolidated Statements of Income (Unaudited)            
      Three Months Ended   Six Months Ended
      February 28,   February 29,   February 28,   February 29,
    (In thousands, except per share data)   2025       2024       2025       2024  
    Revenues $ 570,660     $ 545,945     $ 1,139,327     $ 1,088,161  
    Operating expenses              
    Cost of services   269,604       255,142       528,383       506,763  
    Selling, general and administrative   115,564       108,861       234,117       210,416  
    Total operating expenses   385,168       364,003       762,500       717,179  
                   
    Operating income   185,492       181,942       376,827       370,982  
                   
    Other income (expense), net              
    Interest income   273       2,847       2,974       5,859  
    Interest expense   (13,916 )     (16,599 )     (28,316 )     (33,337 )
    Other income (expense), net   471       455       574       337  
    Total other income (expense), net   (13,172 )     (13,297 )     (24,768 )     (27,141 )
                   
    Income before income taxes   172,320       168,645       352,059       343,841  
                   
    Provision for income taxes   27,460       27,705       57,177       54,346  
    Net income $ 144,860     $ 140,940     $ 294,882     $ 289,495  
                   
    Basic earnings per common share $ 3.81     $ 3.70     $ 7.76     $ 7.61  
    Diluted earnings per common share $ 3.76     $ 3.65     $ 7.66     $ 7.49  
                   
    Basic weighted average common shares   38,015       38,103       38,010       38,059  
    Diluted weighted average common shares   38,510       38,650       38,513       38,646  

    Certain prior year figures have been conformed to the current year’s presentation.

    Consolidated Balance Sheets (Unaudited)  
    (In thousands) February 28, 2025 August 31, 2024
    ASSETS    
    Cash and cash equivalents $ 278,548   $ 422,979  
    Investments   8,471     69,619  
    Accounts receivable, net of reserves of $14,998 at February 28, 2025 and $14,581 at August 31, 2024   277,636     228,054  
    Prepaid taxes   75,931     55,103  
    Prepaid expenses and other current assets   67,055     60,093  
    Total current assets   707,641     835,848  
         
    Property, equipment and leasehold improvements, net   79,739     82,513  
    Goodwill   1,245,315     1,011,129  
    Intangible assets, net   1,935,488     1,844,141  
    Deferred taxes   53,546     61,337  
    Lease right-of-use assets, net   118,129     130,494  
    Other assets   101,584     89,578  
    TOTAL ASSETS $ 4,241,442   $ 4,055,040  
         
    LIABILITIES    
    Accounts payable and accrued expenses $ 131,103   $ 178,250  
    Current debt       124,842  
    Current lease liabilities   32,560     31,073  
    Accrued compensation   70,846     93,279  
    Deferred revenues   177,325     159,761  
    Current taxes payable   30,483     40,391  
    Dividends payable   39,511     39,470  
    Total current liabilities   481,828     667,066  
         
    Long-term debt   1,472,162     1,241,131  
    Deferred taxes   14,772     8,452  
    Deferred revenues, non-current   446     1,344  
    Taxes payable   46,313     40,452  
    Long-term lease liabilities   158,419     177,521  
    Other liabilities   10,585     6,614  
    TOTAL LIABILITIES $ 2,184,525   $ 2,142,580  
         
    STOCKHOLDERS’ EQUITY    
    TOTAL STOCKHOLDERS’ EQUITY $ 2,056,917   $ 1,912,460  
         
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 4,241,442   $ 4,055,040  

    Consolidated Statements of Cash Flows (Unaudited)
     
      Six Months Ended
      February 28, February 29,
    (In thousands)   2025     2024  
    CASH FLOWS FROM OPERATING ACTIVITIES    
    Net income $ 294,882   $ 289,495  
    Adjustments to reconcile net income to net cash provided by operating activities    
    Depreciation and amortization   74,127     58,650  
    Amortization of lease right-of-use assets   15,177     15,263  
    Stock-based compensation expense   30,139     30,962  
    Deferred income taxes   8,763     5,632  
    Other, net   3,268     7,034  
    Changes in assets and liabilities, net of effects of acquisitions    
    Accounts receivable   (46,225 )   (39,468 )
    Prepaid expenses and other assets   (3,889 )   (14,690 )
    Accounts payable and accrued expenses   (61,915 )   10,377  
    Accrued compensation   (21,470 )   (40,456 )
    Deferred revenues   11,934     22,133  
    Taxes payable, net of prepaid taxes   (24,810 )   (26,150 )
    Lease liabilities, net   (19,654 )   (19,840 )
    Net cash provided by operating activities   260,327     298,942  
         
    CASH FLOWS FROM INVESTING ACTIVITIES    
    Purchases of property, equipment, leasehold improvements and capitalized internal-use software   (49,610 )   (38,383 )
    Acquisition of businesses, net of cash and cash equivalents acquired   (342,461 )    
    Purchases of investments   (4,208 )   (44,936 )
    Proceeds from maturity or sale of investments   58,155      
    Net cash provided by (used in) investing activities   (338,124 )   (83,319 )
         
    CASH FLOWS FROM FINANCING ACTIVITIES    
    Proceeds from debt   305,000      
    Repayments of debt   (200,000 )   (125,000 )
    Dividend payments   (78,817 )   (74,141 )
    Proceeds from employee stock plans   60,344     66,544  
    Repurchases of common stock   (113,142 )   (112,165 )
    Deferred acquisition consideration   (4,699 )    
    Other financing activities   (14,228 )   (14,465 )
    Net cash provided by (used in) financing activities   (45,542 )   (259,227 )
         
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   (8,048 )   (132 )
    Net increase (decrease) in cash, cash equivalents and restricted cash   (131,387 )   (43,736 )
    Cash and cash equivalents at beginning of period   422,979     425,444  
    Cash, cash equivalents and restricted cash at end of period $ 291,592   $ 381,708  
         
    Reconciliation of total cash, cash equivalents and restricted cash:    
    Cash and cash equivalents $ 278,548   $ 381,708  
    Restricted cash included in Prepaid expenses and other current assets   6,522      
    Restricted cash included in Other assets   6,522      
    Total cash, cash equivalents and restricted cash $ 291,592   $ 381,708  

    Certain prior year figures have been conformed to the current year’s presentation.

    Reconciliation of U.S. GAAP Results to Adjusted Financial Measures

    Financial measures in accordance with U.S. GAAP, including revenues, operating income and margin, net income, diluted EPS and cash provided by operating activities, have been adjusted below. FactSet uses these adjusted financial measures both in presenting its results to stockholders and the investment community and in its internal evaluation and management of the business. The Company believes that these adjusted financial measures and the information they provide are useful to investors because they permit investors to view the Company’s performance using the same tools that management uses to gauge progress in achieving its goals. Adjusted measures may also facilitate comparisons to FactSet’s historical performance.

    Organic Revenues

    Organic revenues exclude the current year impact of revenues from acquisitions and dispositions completed within the past 12 months and the current year impact from changes in foreign currency. The table below provides a reconciliation of revenues to organic revenues:

    (Unaudited) Three Months Ended  
      February 28, February 29,  
    (In thousands)   2025     2024 Change
    Revenues $ 570,660   $ 545,945 4.5 %
    Acquisition revenues   (3,793 )    
    Currency impact   1,118      
    Organic revenues $ 567,985   $ 545,945 4.0 %


    Non-GAAP Financial Measures

    The table below provides a reconciliation of operating income, operating margin, net income and diluted EPS to adjusted operating income, adjusted operating margin, adjusted net income, EBITDA, adjusted EBITDA and adjusted diluted EPS.

      Three Months Ended  
      February 28, February 29,  
    (in thousands, except per share data)   2025     2024   % Change
    Operating income $ 185,492   $ 181,942   2.0 %
    Intangible asset amortization   18,137     16,674    
    Business acquisitions and related costs(1)   9,040        
    Restructuring/severance       10,710    
    Adjusted operating income $ 212,669   $ 209,326   1.6 %
    Operating margin   32.5 %   33.3 %  
    Adjusted operating margin(2)   37.3 %   38.3 %  
    Net income $ 144,860   $ 140,940   2.8 %
    Intangible asset amortization   13,425     12,579    
    Business acquisitions and related costs(1)   6,691        
    Restructuring/severance       8,080    
    Income tax items       1,468    
    Adjusted net income(3) $ 164,976   $ 163,067   1.2 %
    Net income   144,860     140,940   2.8 %
    Interest expense   13,916     16,599    
    Income taxes   27,460     27,705    
    Depreciation and amortization expense   38,410     31,582    
    EBITDA $ 224,646   $ 216,826   3.6 %
    Non-recurring non-cash expenses       1,285    
    Adjusted EBITDA $ 224,646   $ 218,111   3.0 %
    Diluted EPS $ 3.76   $ 3.65   3.0 %
    Intangible asset amortization   0.35     0.32    
    Business acquisitions and related costs(1)   0.17        
    Restructuring/severance       0.21    
    Income tax items       0.04    
    Adjusted diluted EPS(3) $ 4.28   $ 4.22   1.4 %
    Weighted average common shares (diluted)   38,510     38,650    

    (1)   Primarily related to the acquisition of LiquidityBook.
    (2)   Adjusted operating margin is calculated as Adjusted operating income divided by Revenues.
    (3)   For purposes of calculating Adjusted net income and Adjusted diluted EPS, all adjustments for the three months ended February 28, 2025 and February 29, 2024 were taxed at an adjusted tax rate of 26.0% and 24.6%, respectively.


    Business Outlook Operating Margin, Net Income and Diluted EPS

    (Unaudited)    
    Figures may not foot due to rounding Annual Fiscal 2025 Guidance
    (In millions, except per share data) Low end of range High end of range
    Revenues $ 2,305   $ 2,325  
    Operating income $ 761   $ 744  
    Operating margin   33.0 %   32.0 %
         
    Intangible asset amortization   80     81  
    Other adjustments (net)   12     12  
    Adjusted operating income $ 853   $ 837  
    Adjusted operating margin (a)   37.0 %   36.0 %
         
    Net income $ 588   $ 567  
    Intangible asset amortization   66     66  
    Other adjustments (net)   10     10  
    Discrete tax items   (4 )   (4 )
    Adjusted net income $ 660   $ 640  
         
    Diluted earnings per common share $ 15.40   $ 14.80  
    Intangible asset amortization   1.73     1.73  
    Other adjustments (net)   0.30     0.30  
    Discrete tax items   (0.03 )   (0.03 )
    Adjusted diluted earnings per common share $ 17.40   $ 16.80  

    (a)   Adjusted operating margin is calculated as Adjusted operating income divided by Revenues.

    Free Cash Flow

    (Unaudited) Three Months Ended  
      February 28, February 29,  
    (In thousands)   2025     2024   Change
    Net Cash Provided for Operating Activities $ 173,955   $ 143,798    
    Less: purchases of property, equipment, leasehold improvements and capitalized internal-use software   (23,736 )   (21,917 )  
    Free Cash Flow $ 150,219   $ 121,881   23.3 %

    Supplementary Schedules of Historical ASV by Client Type

    The following table presents the percentages and growth rates of organic ASV by client type, excluding the impact of currency movements, and may be useful to facilitate historical comparisons. Organic ASV excludes acquisitions and dispositions completed within the last 12 months and the effects of foreign currency movements.

    The numbers below do not include professional services or issuer fees.

      Q2’25 Q1’25 Q4’24 Q3’24 Q2’24 Q1’24 Q4’23 Q3’23
    % of ASV from buy-side clients 82.3%   82.1%   82.0%   82.3%   82.0%   82.0%   81.8%   82.1%  
    % of ASV from sell-side clients 17.7%   17.9%   18.0%   17.7%   18.0%   18.0%   18.2%   17.9%  
                     
    ASV Growth rate from buy-side clients 4.1%   4.3%   4.9%   5.3%   5.6%   7.2%   6.9%   7.3%  
    ASV Growth rate from sell-side clients 2.2%   3.5%   3.8%   3.7%   5.5%   7.6%   9.3%   12.3%  

    The following table presents the calculation of organic ASV.

    (In millions) As of February 28, 2025
    As reported ASV $ 2,306.1  
    Currency impact (a)   1.9  
    Acquisition ASV (b)   (31.8 )
    Organic ASV $ 2,276.2  
    Organic ASV annual growth rate   4.1 %

    (a)   The impact from foreign currency movements.
    (b)   Acquired ASV from acquisitions completed within the last 12 months.

    The MIL Network

  • MIL-OSI United Kingdom: Liverpool City Council set to extend contract for crisis household scheme

    Source: City of Liverpool

    A scheme which provides furniture and domestic appliances to people in crisis in Liverpool is set to be extended.

    The ‘homes needs’ element of the Citizens Support Scheme supports residents who can’t afford to buy essential goods including a fridge, oven, sofa or bed.

    Last year the £1.4 million scheme, which is delivered by Liverpool-based social enterprise The Furniture Resource Centre, made 12,000 awards.

    A report to the Cabinet meeting on Tuesday 25 March is recommending the ‘home needs’ element of the contract is extended for a further 12 months. A fresh procurement process to award a new long-term contract will take place later in the year.

    Separately, the Citizens Support Scheme also helps people with ‘urgent needs’ including food and fuel costs and last year made 11,000 awards worth £800,000.

    Examples of other support provided by the Council to low-income households includes:

    • The Council Tax Support Scheme – which is one of the most generous among big ‘core’ cities and in the Liverpool City Region. It has recently been changed to give eligible households a 12 month award to provide certainty and help them budget
    • In the 2025/26 budget, the Council committed to increasing the size of the Benefits Maximisation Service team by 50 per cent. Over the last year, they increased income for the most vulnerable households by £7,643,529 – up £433,583 compared to January 2024

    Deputy Council Leader and Cabinet Member for Finance, Resources and Transformation, Cllr Ruth Bennett, said: “The Citizens Support Scheme is a lifeline for thousands of low-income households in Liverpool.

    “This is a scheme that is discretionary but that we choose to provide because it is absolutely vital that residents – whatever their background – have access to basic household appliances and furniture.

    “It is an integral part of our work to support vulnerable households which also includes the Council Tax Support Scheme and our hugely successful Benefits Maximisation Service which ensures residents are claiming all the support they are entitled to.”

    Shaun Doran, CEO of FRC Group, said: “Liverpool City Council’s Home Needs Scheme is a vital lifeline for residents across Liverpool who would otherwise be unable to access essential furniture and appliances, lifting them out of Furniture Poverty.

    “We are delighted to be continuing to work with the council on this scheme as it aligns perfectly with FRC Group’s core mission to end furniture poverty.

    “We know from the work of our national End Furniture Poverty campaign that Liverpool’s scheme is one of the best in England, playing a crucial role in improving living standards for households across the city, and we congratulate the council on continuing to provide this support.”

    MIL OSI United Kingdom

  • MIL-OSI: Enerflex Ltd. Announces Leadership Transition

    Source: GlobeNewswire (MIL-OSI)

    MARC ROSSITER STEPS DOWN AS PRESIDENT, CEO, AND DIRECTOR

    PREET DHINDSA NAMED INTERIM CEO

    REAFFIRMS 2025 OUTLOOK AND CONCURRENTLY ANNOUNCES EXPANSION OF DIRECT SHAREHOLDER RETURNS

    CALGARY, Alberta, March 19, 2025 (GLOBE NEWSWIRE) — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today announced that Marc Rossiter has stepped down as President, CEO, and Director, effective immediately.

    Preet Dhindsa, Enerflex’s current Senior Vice President and CFO, will serve as Interim Chief Executive Officer. Mr. Dhindsa joined Enerflex in October 2023 and is a seasoned executive with more than 25 years of experience, primarily in the energy and financial services industries.

    Joe Ladouceur, Vice President Treasury, Tax & Insurance, will serve as Interim CFO.

    The Board is undertaking a comprehensive search to identify the Company’s next CEO and has retained a leading executive search firm to assist with this process.

    Kevin Reinhart, Chair of the Board of Directors, stated, “As we look to the future and position Enerflex to create shareholder value over the long-term, the Board decided that now is the right time to undertake a leadership transition. We thank Marc for his more than 25 years of dedicated service and commitment to Enerflex, including the last six years as CEO, and wish him the best in his future endeavors.”

    Mr. Rossiter said, “Leading Enerflex has been a true privilege, and I’m incredibly proud of all that we’ve accomplished together to propel the business forward over the past six years. Thanks to the dedication of a talented team, Enerflex is well-positioned to build on its positive momentum and I believe the Company has a bright future.”

    Mr. Reinhart added, “Preet has been instrumental in Enerflex’s efforts to “Simplify, Optimize, and Grow” and we are fortunate to have him serve as Interim Chief Executive Officer. With the support and collaboration of a deep bench of executive talent, we are confident in Preet’s ability to lead Enerflex in this interim period as we complete our search for a permanent CEO.

    Enerflex’s near-term priorities remain unchanged and include: (1) enhancing the profitability of core operations; (2) leveraging the Company’s leading position in core operating countries to capitalize on expected increases in natural gas and produced water volumes; and (3) maximizing free cash flow to further strengthen Enerflex’s financial position, provide direct shareholder returns, and invest in selective customer supported growth opportunities.”

    Mr. Dhindsa commented, “I am excited to continue working closely with the Board, management, and our colleagues across the Company. Our focus remains on generating sustainable free cash flow, further improving balance sheet health, and positioning the Company for long-term growth and value creation. With the Company operating within its target leverage range, Enerflex is positioned to increase direct shareholder returns, as reflected by (1) the previously announced 50% increase of the Company’s quarterly dividend and (2) today’s concurrent announcement of the Company’s intention to implement a normal course issuer bid.”

    OUTLOOK

    All amounts presented are in U.S. Dollars (“USD”) unless otherwise stated.

    Enerflex is reaffirming its outlook for 2025, which reflects:

    1. Steady demand across the Company’s business lines and geographic regions, although Enerflex continues to closely monitor geopolitical tensions across North America, including the potential impact of tariffs. Based on currently available information, the direct impact of tariffs on Enerflex’s business is expected to be mitigated by the Company’s diversified operations and proactive risk management.
    2. Approximately 65% of the Company’s gross margin before depreciation and amortization is generated by the highly contracted Energy Infrastructure product line and the recurring nature of its After-Market Services business.
    3. The expectation that Engineered Systems’ gross margin before depreciation and amortization will be more consistent with the historical long-term average for this business line and that near-term revenue is expected to remain steady.
    4. A disciplined capital program in 2025, with total capital expenditures of $110 million to $130 million. Growth capital spending of $40 million to $60 million will focus on customer supported opportunities in the US and Middle East.

    About Preet Dhindsa

    Since joining Enerflex, Preet has spearheaded several corporate initiatives including improving balance sheet health and enhancing the global finance function. Prior to joining Enerflex, Preet served as Executive Vice President and Chief Financial Officer at ENMAX Corporation, a regulated utility with energy generation and retail lines of business. Prior thereto, Preet was Senior Vice President and Chief Financial Officer, Global Banking & Markets (GBM), at Scotiabank, leading international finance teams. Preet began his career as a professional accountant with KPMG and holds a Bachelor of Science degree in Mathematics & Statistics from Western University and a Graduate Diploma in Accounting from Wilfrid Laurier University. Preet is a Chartered Professional Accountant and Chartered Director.

    About Joe Ladouceur

    Prior to joining Enerflex, Joe served as President and CEO of Platinum Energy Services Ltd. until he successfully managed its sale in 2022. With over 30 years of experience in the finance and energy industries, Joe has held numerous executive leadership roles with Canadian E&P, energy services, and equipment fabrication companies. He began his career with Royal Bank of Canada and RBC Dominion Securities, where he was involved in corporate banking and global energy projects. Joe holds an Honors Business Administration degree with a major in finance from the Ivey Business School in London, Ontario, a Master of Business Administration from KU Leuven in Belgium, and an Honorary Fellowship from St. Mary’s University in Calgary.

    ADVISORY REGARDING FORWARD-LOOKING INFORMATION

    This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” (and together with “forward-looking information”, “FLI”) within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are FLI. The use of any of the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “future”, “intend”, “may”, “plan”, “potential”, “predict”, “should”, “will” and similar expressions, (including negatives thereof) are intended to identify FLI.

    In particular, this news release includes (without limitation) forward-looking information and statements pertaining to:

    • the Company’s near-term priorities and its positioning for long-term growth and value creation;
    • the CEO transition and the CEO search, including with respect to the time it will take to complete the CEO search and the impact the CEO search and the CEO transition may have on the Company and its operations;
    • the Company’s intention to implement a normal course issuer bid, the terms and conditions of such bid, the anticipated receipt of all required regulatory approvals, and the timing associated therewith;
    • disclosures under the heading “Outlook” including:
      • expectations for steady demand across the Company’s business lines and geographic regions;
      • the potential impact of tariffs and the expectation that such impact will be mitigated by the Company’s diversified operations and proactive risk management;
      • the highly contracted Energy Infrastructure product line and the recurring nature of After-Market Services will, together, account for approximately 65% of Enerflex’s gross margin before depreciation and amortization;
      • the expectation that Engineered Systems gross margin before depreciation and amortization will be more consistent with the historical long-term average for this business line and that near term revenue will remain steady;
      • total capital expenditures in 2025 being $110 million to $130 million with growth capital spending of $40 million to $60 million focused on customer supported opportunities in the US and Middle East; and
    • the ability of Enerflex to continue to pay a sustainable quarterly cash dividend.

    FLI reflects management’s current beliefs and assumptions with respect to such things as the impact of general economic conditions; commodity prices; the markets in which Enerflex’s products and services are used; general industry conditions, forecasts, and trends; changes to, and introduction of new, governmental regulations, laws, and income taxes; increased competition; availability of qualified personnel; political unrest and geopolitical conditions; and other factors, many of which are beyond the control of Enerflex. More specifically, Enerflex’s expectations in respect of its FLI are based on a number of assumptions, estimates and projections developed based on past experience and anticipated trends, including but not limited to:

    • Enerflex has the financial capacity, regulatory compliance, and board approval necessary to pursue a normal course issuer bid and that market conditions will support such a buyback program within the anticipated timeframe;
    • any tariffs imposed will have a manageable impact on our operations and cost structure and increased domestic energy production will offset any negative effects of such tariffs;
    • market dynamics, including increased energy demand, infrastructure development, and production activity, will drive growth in natural gas and produced water volumes across Enerflex’s core operating countries;
    • market conditions, customer activity, and industry fundamentals will support stable demand across our business lines and geographic regions throughout 2025;
    • the high level of contractual commitments within the Energy Infrastructure product line and the predictable, recurring revenue from After-Market Services will continue;
    • existing customer contracts within the Energy Infrastructure product line will remain in effect and with no material cancellations or renegotiations over their remaining terms;
    • Enerflex will maintain sufficient cash flow, profitability, and financial flexibility to support the ongoing payment of a sustainable quarterly cash dividend, subject to market conditions, operational performance, and board approval.

    As a result of the foregoing, actual results, performance, or achievements of Enerflex could differ and such differences could be material from those expressed in, or implied by, the FLI. The principal risks, uncertainties and other factors affecting Enerflex and its business are identified under the heading “Risk Factors” in: (i) Enerflex’s Annual Information Form for the year ended December 31, 2024, dated February 27, 2025; and (ii) Enerflex’s Annual Report dated February 26, 2025, copies of which are available under the electronic profile of the Company on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov/edgar, respectively.

    The FLI included in this news release are made as of the date of this news release and are based on the information available to the Company at such time and, other than as required by law, Enerflex disclaims any intention or obligation to update or revise any FLI, whether as a result of new information, future events, or otherwise. This news release and its contents should not be construed, under any circumstances, as investment, tax, or legal advice.

    The outlook provided in this news release is based on assumptions about future events, including economic conditions and proposed courses of action, based on Management’s assessment of the relevant information currently available. The outlook is based on the same assumptions and risk factors set forth above and is based on the Company’s historical results of operations. The outlook set forth in this news release was approved by Management and the Board of Directors. Management believes that the prospective financial information set forth in this news release has been prepared on a reasonable basis, reflecting Management’s best estimates and judgments, and represents the Company’s expected course of action in developing and executing its business strategy relating to its business operations. The prospective financial information set forth in this news release should not be relied on as necessarily indicative of future results. Actual results may vary, and such variance may be material.

    ABOUT ENERFLEX

    Enerflex is a premier integrated global provider of energy infrastructure and energy transition solutions, deploying natural gas, low-carbon, and treated water solutions – from individual, modularized products and services to integrated custom solutions. With over 4,600 engineers, manufacturers, technicians, and innovators, Enerflex is bound together by a shared vision: Transforming Energy for a Sustainable Future. The Company remains committed to the future of natural gas and the critical role it plays, while focused on sustainability offerings to support the energy transition and growing decarbonization efforts.

    Enerflex’s common shares trade on the Toronto Stock Exchange under the symbol “EFX” and on the New York Stock Exchange under the symbol “EFXT”. For more information about Enerflex, visit www.enerflex.com.

    For investor and media enquiries, contact:

    Preet S. Dhindsa
    Interim Chief Executive Officer
    E-mail: PDhindsa@enerflex.com

    Jeff Fetterly
    Vice President, Corporate Development and Capital Markets
    E-mail: JFetterly@enerflex.com

    The MIL Network

  • MIL-OSI New Zealand: Tax Reform – New poll shows public don’t want corporate tax cuts

    Source: Tax Justice Aotearoa

    Tax Justice Aotearoa welcomes the latest Horizon poll which shows poll only 9% of respondents support a cut to corporate tax rates. (ref. https://www.stuff.co.nz/politics/360621413/poll-suggests-few-support-corporate-tax-breaks )

    TJA chair Glenn Barclay said the findings aligned with a recent petition organised by Tax Justice Aotearoa in which 13,000 people called on Christopher Luxon and Nicola Willis to say NO to corporate tax cuts, in response to their earlier suggestions New Zealand’s corporate tax rates were too high.

    “These signatures were collected in little over three weeks which is an indication of the level of public opposition to corporate tax cuts,” Mr Barclay said.

    “Corporate tax cuts will do little to boost the economy but will instead end up costing us a lot of money – with a 1 percentage point reduction in corporate tax equal to $650m.

    “$650m is nearly the same as Te Whatu Ora’s deficit and is the equivalent of 1,187 hospital bed nights a year.

    “$650m would more than fully fund the School Lunch Programme over two years, or could be used to employ up to 6,300 nurses

    “It is also enough to maintain benefits’ link to wages for four years,” Mr Barclay said.

    “This is money we need when important public services, such as healthcare and school lunches, are under pressure.

    “We also welcome the strong support for a capital gains tax and a wealth tax in this survey, which aligns with surveys we conducted in 2023.

    “We strongly call on the government not to introduce cuts to corporate taxes in this year’s budget.”

    MIL OSI New Zealand News

  • MIL-OSI: North American Construction Group Ltd. Announces Results for the Fourth Quarter and Year Ended December 31, 2024

    Source: GlobeNewswire (MIL-OSI)

    ACHESON, Alberta, March 19, 2025 (GLOBE NEWSWIRE) — North American Construction Group Ltd. (“NACG”) (TSX:NOA/NYSE:NOA) today announced results for the fourth quarter and year ended December 31, 2024. Unless otherwise indicated, figures are expressed in Canadian dollars with comparisons to prior periods ended December 31, 2023.

    Fourth Quarter 2024 Highlights:

    • Combined revenue of $372.7 million, compared to $405.4 million in the same period last year. Reported revenue of $305.6 million, compared to $328.3 million in the same period last year, was generated by our wholly owned subsidiaries as incremental scopes and strong equipment utilization of 82% in Australia were more than offset by lower demand for our Canadian heavy equipment fleet when comparing to 2023 Q4.
    • Our net share of revenue from equity consolidated joint ventures was $67.1 million in 2024 Q4 and compared to $77.1 million in the same period last year as the consistency in the Fargo and MNALP joint ventures were offset by lower scopes being completed within the Nuna Group of Companies.
    • Adjusted EBITDA of $103.7 million and margin of 27.8% compared favorably to the prior period operating metrics of $101.1 million and 24.9%, respectively, as operational excellence in both Australia and Canada drove margin improvements.
    • Combined gross profit for the quarter was $54.3 million and a margin of 14.6%. When adjusting for $10.1 million of integration costs incurred and $8.9 million of claims extinguished to secure long-term contracts, the resulting 19.7% reflects operational performance and compares favorably to 18.3% posted in the same period last year.
    • Cash flows generated from operating activities of $97.0 million were lower than the $168.6 million generated in the prior period as higher cash generation from the strong EBITDA was offset by the temporary impact of changes to working capital in the quarter.
    • Free cash flow generated in the quarter was $50.5 million as operational earnings were offset by routine capital maintenance and cash interest expenses with working capital and capital work in process balances generating positive cash in the quarter.
    • Net debt was $856.2 million at December 31, 2024, a decrease of $26.3 million from September 30, 2024, as free cash flow generation and the impact of a stronger CAD/AUD exchange rate were offset by growth spending, the NCIB program, and the dividend payment .
    • Additional highlights include: i) in November, we were awarded a $125 million heavy civil construction project primarily to construct diversion channels; ii) in December, we announced an extended and amended regional services contract, valued at $500 million, with a major producer in the oil sands region; iii) also in December, we were awarded a $100 million early works contract by a copper producer in the Australian state of New South Wales; iv) by the end of the year, we surpassed the 60% completion mark at the Fargo-Moorhead flood diversion project; and v) completed go-live activities for the ERP system in Australia during the quarter.

    Joe Lambert, President and CEO, stated, “Once again, I would like to thank our operations team for their safe and efficient performance this quarter. The recent contract awards in Australia and Canada speak for themselves but are a testament to the quality and reputation of our operating teams. We’re off to a fast and robust start this year, and we couldn’t be more excited about completing the work our customers have awarded us. We see opportunities and tailwinds in the heavy civil infrastructure and mining industries in Australia and North America and are diligently advancing efforts to win scopes based on the reputation we have in the respective regions.”

    Consolidated Financial Highlights
        Three months ended   Year ended
        December 31,   December 31,
    (dollars in thousands, except per share amounts)     2024       2023       2024       2023  
    Revenue   $ 305,590     $ 328,282     $ 1,165,787     $ 964,680  
    Cost of sales     218,834       220,672       789,056       678,528  
    Depreciation     44,765       41,990       166,683       131,319  
    Gross profit   $ 41,991     $ 65,620     $ 210,048     $ 154,833  
    Gross profit margin     13.7 %     20.0 %     18.0 %     16.1 %
    General and administrative expenses (excluding stock-based compensation)(i)     13,696       18,702       47,245       41,016  
    Stock-based compensation expense     5,625       (496 )     8,706       15,828  
    Operating income     22,544       45,944       153,330       96,330  
    Interest expense, net     14,401       14,007       59,340       36,948  
    Net income     4,808       17,646       44,085       63,141  
                     
    Adjusted EBITDA(i)     103,714       101,136       390,258       296,963  
    Adjusted EBITDA margin(i)(ii)     27.8 %     24.9 %     27.6 %     23.2 %
                     
    Per share information                
    Basic net income per share   $ 0.18     $ 0.66     $ 1.65     $ 2.38  
    Diluted net income per share   $ 0.19     $ 0.58     $ 1.52     $ 2.09  
    Adjusted EPS(i)   $ 1.00     $ 0.87     $ 3.73     $ 2.83  

    (i) See “Non-GAAP Financial Measures”.
    (ii)Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.

        Three months ended   Year ended
        December 31,   December 31,
    (dollars in thousands)     2024       2023       2024       2023  
    Consolidated Statements of Cash Flows                
    Cash provided by operating activities   $ 96,989     $ 168,569     $ 217,607     $ 278,090  
    Cash used in investing activities     (75,764 )     (137,756 )     (274,683 )     (244,879 )
    Effect of exchange rate on changes in cash     1,400       (4,532 )     353       (5,994 )
    Add back of growth and non-cash items included in the above figures:                
    Acquisition of MacKellar(i)           51,671             51,671  
    Acquisition costs           5,934             7,095  
    Buyout of BNA Remanufacturing LP     4,210             4,210        
    Growth capital additions(ii)     23,646       35,941       84,633       40,416  
    Capital additions financed by leases(ii)           (931 )     (14,157 )     (28,159 )
    Free cash flow(ii)   $ 50,481     $ 118,896     $ 17,963     $ 98,240  

    (i)Acquisition of MacKellar is the purchase price less cash acquired.
    (ii)See “Non-GAAP Financial Measures”.

    Results for the Three Months Ended December 31, 2024

    Revenue from wholly-owned entities was $305.6 million, down from $328.3 million in the same period last year. The quarter-over-quarter reduction reflects a reduction in overall work scopes in the Heavy Equipment – Canada segment due to a reduction in equipment utilization to 54%, compared to 65% in 2023 Q4, largely offset by improved performance in the Heavy Equipment – Australia segment. Revenue generated in that segment of $160.3 million includes a strong contribution from MacKellar of $155.4 million, up from $122.5 million in Q4 of last year, as the group commences work on new contracts and increases equipment utilization at existing sites. Eliminations in the quarter largely relate to equipment maintenance performed by the Heavy Equipment – Canada segment on MacKellar equipment.

    Gross profit was $42.0 million, representing 13.7% of revenue, compared to $65.6 million and a 20.0% gross margin in the same period last year. The decline was primarily driven by lower contributions from the Heavy Equipment – Canada segment. Cost of sales for the quarter totaled $218.8 million, down from $220.7 million in the prior-period, reflecting lower overall revenue levels. Gross profit in the Heavy Equipment – Canada segment was impacted by the $8.9 million customer claim extinguishment as part of a four-year $500 million contract extension executed in December 2024. Gross profit in the Heavy Equipment – Australia segment was impacted by $10.1 million of integration costs, primarily transportation of haul trucks from North America to Australia.

    General and administrative expenses (excluding stock-based compensation expense) were $13.7 million, or 4.5% of revenue, for the three months ended December 31, 2024, down from $18.7 million, or 5.7% of revenue, in the same period last year. The current year decrease is due to the inclusion of non-recurring MacKellar acquisition costs totaling $5.9 million in the prior year, offset by spend related to increased activity levels in the Heavy Equipment – Australia segment.

    Cash related interest expense of $13.7 million represents an average cost of debt of 6.7% (compared to $13.2 million and 8.8%, respectively, for the three months ended December 31, 2023). The increase in interest expense is primarily attributed to a higher balance on the Credit Facility, along with greater equipment financing—mainly from the addition of MacKellar—partially offset by the elimination of our customer supply chain financing arrangement late in Q3.

    Net income of $4.8 million in Q4 2024, compared to $17.6 million in the same period last year, was lower due to the lower gross profit factors discussed above, partially offset by lower general and administrative expenses and improved results from the equity joint ventures.

    Free cash flow in the quarter was $50.5 million, driven primarily by adjusted EBITDA of $103.7 million less sustaining capital spending of $47.7 million and cash interest paid of $13.7 million.

    Liquidity

    Including equipment financing availability and factoring in the amended Credit Facility agreement, total available capital liquidity of $275.3 million includes total liquidity of $170.6 million, $86.7 million of unused finance lease borrowing availability, and $17.9 million of unused other borrowing availability as at December 31, 2024. Liquidity is primarily provided by the terms of our $522.6 million credit facility which allows for funds availability based on a trailing twelve-month EBITDA as defined in the agreement, and is now scheduled to expire in October 2027.

    Business Updates

    Strategic Focus Areas for 2025

    • Safety – maintain our uncompromising commitment to health and safety while elevating the standard of excellence in the field, particularly with regards to front-line leadership training;
    • Operational excellence – put into action practical and experienced-based protocols to ensure predictable high-quality project execution in Australia;
    • Execution – enhance equipment availability in Canada through improved fleet maintenance, equipment telematics and reliability programs, technical improvements and management systems;
    • Integration – utilize recently implemented ERP at MacKellar Group to optimize business processes to lower overall costs and improve working capital management;
    • Organic growth – based on strong site operating performance, leverage customer satisfaction to earn contract extensions and expansions;
    • Diversification – pursue diversification of customers and resources through strategic partnerships, industry expertise and investment in Indigenous joint ventures; and
    • Sustainability – further develop and deliver into our environmental, social and governance goals.

    Outlook for 2025

    The following table provides projected key measures for 2025 and actual results of 2024 and 2023. The measures for 2025 are predicated on contracts currently in place, including expected renewals and the heavy equipment fleet that we own and operate.

    Key measures   2023 Actual   2024 Actual   2025 Outlook
    Combined revenue(i)   $1.3B   $1.4B   $1.4 – $1.6B
    Adjusted EBITDA(i)   $297M   $390M   $415 – $445M
    Sustaining capital(i)   $169M   $166M   $180 – $200M
    Adjusted EPS(i)   $2.83   $3.73   $3.70 – $4.00
    Free cash flow(i)   $90M   $18M   $130 – $150M
                 
    Capital allocation            
    Growth spending(i)   $40M   $85M   $65 – $75M
    Net debt leverage(i)   1.7x   2.2x   Targeting 1.7x

    (i)See “Non-GAAP Financial Measures”.

    Conference Call and Webcast

    Management will hold a conference call and webcast to discuss our financial results for the three months and year ended December 31, 2024, tomorrow, Thursday, March 20, 2025, at 9:00 am Eastern Time (7:00 am Mountain Time).

    The call can be accessed by dialing:

    Toll free: 1-800-717-1738
    Conference ID: 71653

    A replay will be available through April 20, 2025, by dialing:

    Toll Free: 1-888-660-6264
    Conference ID: 71653
    Playback Passcode: 71653

    A slide deck for the webcast will be available for download the evening prior to the call and will be found on the company’s website at www.nacg.ca/presentations/

    The live presentation and webcast can be accessed at:

    https://onlinexperiences.com/scripts/Server.nxp?LASCmd=AI:4;F:QS!10100&ShowUUID=70DEA77D-C2B3-4C4B-80EF-A1303C5C95BF

    A replay will be available until April 20, 2025, using the link provided.

    Basis of Presentation

    We have prepared our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”). Unless otherwise specified, all dollar amounts discussed are in Canadian dollars. Please see the Management’s Discussion and Analysis (“MD&A”) for the three months and year ended December 31, 2024, for further detail on the matters discussed in this release. In addition to the MD&A, please reference the dedicated 2024 Q4 Results Presentation for more information on our results and projections which can be found on our website under Investors – Presentations.

    Change in significant accounting policy – Basis of presentation

    During the first quarter of 2024, we changed our accounting policy for the elimination of its proportionate share of profit from downstream sales to affiliates and joint ventures to record through equity earnings in affiliates and joint ventures on the Consolidated Statements of Operations and Comprehensive Income. Prior to this change, we eliminated our proportionate share of profit on downstream sales to affiliates and joint ventures through revenue and cost of sales. The change in accounting policy simplifies the presentation for downstream profit eliminations and has no cumulative impact on retained earnings. We have accounted for the change retrospectively in accordance with the requirements of US GAAP Accounting Standards Codification (“ASC”) 250 by restating the comparative period. For details of retrospective changes, refer to note 25 in the consolidated financial statements.

    Accounting pronouncements recently adopted

    Segment reporting

    The Company adopted the new standard for segment reporting that is effective for the fiscal year beginning January 1, 2024. In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This accounting standard update was issued to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company has updated its disclosures to reflect the additional requirements.

    Recent accounting pronouncements not yet adopted

    Joint venture formations

    In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations. This accounting standard update was issued to create new requirements for valuing contributions made to a joint venture upon formation. This standard is effective January 1, 2025, with early adoption permitted. We are assessing the impact the adoption of this standard may have on its consolidated financial statements.

    Income taxes

    In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures. This accounting standard update was issued to increase transparency by improving income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard is effective for the fiscal year beginning January 1, 2025, with early adoption permitted. We are assessing the impact the adoption of this standard may have on its consolidated financial statements.

    Stock compensation

    In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation. This accounting standard update was issued to reduce complexity in determining if profit interest awards are subject to Topic 718 and to reduce diversity in practice. This standard is effective for annual statements for the fiscal year beginning January 1, 2025. The Company is assessing the impact the adoption of this standard may have on its consolidated financial statements.

    Debt with conversion options

    In November 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options. This accounting standard update was issued to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20. This standard is effective for annual statements for the fiscal year beginning January 1, 2026. The Company is assessing the impact the adoption of this standard may have on its consolidated financial statements.

    Expense disaggregation

    In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. This accounting standard update was issued to require public entities to disclose additional information about specific expense categories in the notes to financial statements. This standard is effective for annual statements for the fiscal year beginning January 1, 2027. We are assessing the impact the adoption of this standard may have on its consolidated financial statements.

    Forward-Looking Information

    The information provided in this release contains forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “anticipate”, “believe”, “expect”, “should” or similar expressions and include guidance with respect to financial metrics provided in our outlook for 2025.

    The material factors or assumptions used to develop the above forward-looking statements include, and the risks and uncertainties to which such forward-looking statements are subject, are highlighted in the MD&A for the three months and year ended December 31, 2024. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. Undue reliance should not be placed upon forward-looking statements and NACG undertakes no obligation, other than those required by applicable law, to update or revise those statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.ca and on our company website at www.nacg.ca.

    Non-GAAP Financial Measures

    This press release presents certain non-GAAP financial measures, non-GAAP ratios, and supplementary financial measures that may be useful to investors in analyzing our business performance, leverage, and liquidity. A non-GAAP financial measure is defined by relevant regulatory authorities as a numerical measure of an issuer’s historical or future financial performance, financial position or cash flow that is not specified, defined or determined under the issuer’s GAAP and that is not presented in an issuer’s financial statements. A “non-GAAP ratio” is a ratio, fraction, percentage or similar expression that has a non-GAAP financial measure as one or more of its components. Non-GAAP financial measures and ratios do not have standardized meanings under GAAP and therefore may not be comparable to similar measures presented by other issuers. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. A “supplementary financial measure” is a financial measure disclosed, or intended to be disclosed, on a periodic basis to depict historical or future financial performance, financial position or cash flows that does not fall within the definition of a non-GAAP financial measure or non-GAAP ratio. The non-GAAP financial measures and ratios we present include, “adjusted EBIT”, “adjusted EBITDA”, “adjusted EBITDA margin” “adjusted EPS”, “adjusted net earnings”, “backlog”, “capital additions”, “capital expenditures, net”, “capital inventory”, “capital work in progress”, “cash liquidity”, “cash related interest expense”, “cash provided by operating activities prior to change in working capital”, “combined backlog”, “combined gross profit”, “combined gross profit margin”, “equity investment depreciation and amortization”, “equity investment EBIT”, “equity method investment backlog”, “free cash flow”, “general and administrative expenses (excluding stock-based compensation)”, “growth capital”, “growth spending”, “invested capital”, “margin”, “net debt”, “net debt leverage”, “share of affiliate and joint venture capital additions”, “sustaining capital”, “total capital liquidity”, “total combined revenue”, and “total debt”. We also use supplementary financial measures such as “gross profit margin” and “total net working capital (excluding cash and current portion of long-term debt)” in our MD&A. Each non-GAAP financial measure used in this press release is defined under “Financial Measures” in our Management’s Discussion and Analysis filed on EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.ca and on our company website at www.nacg.ca.

    Reconciliation of total reported revenue to total combined revenue
        Three months ended   Year ended
        December 31,   December 31,
    (dollars in thousands)     2024     2023(ii)     2024       2023(ii)  
    Revenue from wholly-owned entities per financial statements   $ 305,590     $ 328,282     $ 1,165,787     $ 964,680  
    Share of revenue from investments in affiliates and joint ventures     134,348       169,662       517,137       686,299  
    Elimination of joint venture subcontract revenue     (67,200 )     (92,522 )     (267,595 )     (369,891 )
    Total combined revenue(i)   $ 372,738     $ 405,422     $ 1,415,329     $ 1,281,088  

    (i) See “Non-GAAP Financial Measures”.
    (ii)The prior year amounts are adjusted to reflect a change in presentation. See “Accounting Estimates, Pronouncements and Measures”.

    Reconciliation of reported gross profit to combined gross profit
        Three months ended   Year ended
        December 31,   December 31,
    (dollars in thousands)     2024   2023(ii)     2024   2023(ii)
    Gross profit from wholly-owned entities per financial statements   $ 41,991   $ 65,620   $ 210,048   $ 154,833
    Share of gross profit from investments in affiliates and joint ventures     12,283     8,670     49,455     49,638
    Combined gross profit(i)   $ 54,274   $ 74,290   $ 259,503   $ 204,471

    (i) See “Non-GAAP Financial Measures”.
    (ii)The prior year amounts are adjusted to reflect a change in presentation. See “Accounting Estimates, Pronouncements and Measures”.

    Reconciliation of net income to adjusted net earnings, adjusted EBIT and adjusted EBITDA
        Three months ended   Year ended
        December 31,   December 31,
    (dollars in thousands)     2024       2023       2024       2023  
    Net income   $ 4,808     $ 17,646     $ 44,085     $ 63,141  
    Adjustments:                
    Stock-based compensation expense (benefit)     5,625       (496 )     8,706       15,828  
    Loss on disposal of property, plant and equipment     126       1,470       767       1,659  
    Write-down on assets held for sale                 4,181        
    Change in fair value of contingent obligation from adjustments to estimates     9,464             36,049        
    (Gain) loss on derivative financial instruments     (4,797 )     916       (3,952 )     (6,063 )
    Equity investment (gain) loss on derivative financial instruments     (201 )     (713 )     2,633       (1,362 )
    Equity investment restructuring costs                 4,517        
    Loss on equity investment customer bankruptcy claim settlement                       759  
    Loss on extinguishment of customer claim     8,866             8,866        
    Post-acquisition asset relocation and integration costs     10,111             10,111        
    Acquisition costs           5,934             7,095  
    Tax effect of the above items     (7,197 )     (1,589 )     (16,169 )     (5,829 )
    Adjusted net earnings(i)   $ 26,805     $ 23,168     $ 99,794     $ 75,228  
    Adjustments:                
    Tax effect of the above items     7,197       1,589       16,169       5,829  
    Interest expense, net     14,401       14,007       59,340       36,948  
    Equity investment EBIT(i)(iii)     5,076       1,622       12,228       24,929  
    Equity earnings in affiliates and joint ventures(iii)     (5,754 )     (2,236 )     (15,299 )     (25,199 )
    Change in fair value of contingent obligations     4,797       4,681       17,157       4,681  
    Income tax expense     (375 )     10,930       15,950       22,822  
    Adjusted EBIT(i)   $ 52,147     $ 53,761     $ 205,339     $ 145,238  
    Adjustments:                
    Depreciation and amortization     45,093       42,277       167,937       132,516  
    Write-down on assets held for sale                 (4,181 )      
    Equity investment depreciation and amortization(i)     6,474       5,098       21,163       19,209  
    Adjusted EBITDA(i)   $ 103,714     $ 101,136     $ 390,258     $ 296,963  
    Adjusted EBITDA margin(i)(ii)     27.8 %     24.9 %     27.6 %     23.2 %

    (i) See “Non-GAAP Financial Measures”.
    (ii)Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.
    (iii)The prior year amounts are adjusted to reflect a change in presentation. See “Accounting Estimates, Pronouncements and Measures”.

    Reconciliation of equity earnings in affiliates and joint ventures to equity investment EBIT
        Three months ended   Year ended
        December 31,   December 31,
    (dollars in thousands)     2024     2023(ii)     2024       2023(ii)  
    Equity earnings in affiliates and joint ventures   $ 5,754     $ 2,236     $ 15,299     $ 25,199  
    Adjustments:                
    Gain on disposal of property, plant and equipment     (237 )     (22 )     (595 )     (57 )
    Interest expense (income), net     460       (268 )     (877 )     (1,183 )
    Income tax (recovery) expense     (901 )     (324 )     (1,599 )     970  
    Equity investment EBIT(i)   $ 5,076     $ 1,622     $ 12,228     $ 24,929  

    (i) See “Non-GAAP Financial Measures”
    (ii)The prior year amounts are adjusted to reflect a change in presentation. See “Accounting Estimates, Pronouncements and Measures”.

    About the Company

    North American Construction Group Ltd. is a premier provider of heavy civil construction and mining services in Australia, Canada, and the U.S. For over 70 years, NACG has provided services to the mining, resource and infrastructure construction markets.

    For further information contact:

    Jason Veenstra, CPA, CA
    Chief Financial Officer
    North American Construction Group Ltd.
    (780) 960.7171
    ir@nacg.ca
    www.nacg.ca

    Consolidated Balance SheetsAs at December 31
    (Expressed in thousands of Canadian Dollars)
          2024       2023  
    Assets        
    Current assets        
    Cash   $ 77,875     $ 88,614  
    Accounts receivable     166,070       97,855  
    Contract assets     4,135       35,027  
    Inventories     74,081       64,962  
    Prepaid expenses and deposits     7,676       7,402  
    Assets held for sale     683       1,340  
          330,520       295,200  
    Property, plant and equipment     1,246,584       1,142,946  
    Operating lease right-of-use assets     12,722       12,782  
    Investments in affiliates and joint ventures     84,692       81,435  
    Intangible assets     9,901       6,971  
    Other assets     9,845       7,144  
    Total assets   $ 1,694,264     $ 1,546,478  
    Liabilities and shareholders’ equity        
    Current liabilities        
    Accounts payable   $ 110,750     $ 146,190  
    Accrued liabilities     77,908       72,225  
    Contract liabilities     1,944       59  
    Current portion of long-term debt     84,194       81,306  
    Current portion of contingent obligations     39,290       22,501  
    Current portion of operating lease liabilities     1,771       1,742  
          315,857       324,023  
    Long-term debt     719,399       611,313  
    Contingent obligations     88,576       93,356  
    Operating lease liabilities     11,441       11,307  
    Other long-term obligations     44,711       41,001  
    Deferred tax liabilities     125,378       108,824  
          1,305,362       1,189,824  
    Shareholders’ equity        
    Common shares (authorized – unlimited number of voting common shares; issued and outstanding – December 31, 2024 – 27,704,450 (December 31, 2023 – 27,827,282))     228,961       229,455  
    Treasury shares (December 31, 2024 – 1,000,328 (December 31, 2023 – 1,090,187))     (15,913 )     (16,165 )
    Additional paid-in capital     20,819       20,739  
    Retained earnings     156,125       123,032  
    Accumulated other comprehensive loss     (1,090 )     (407 )
    Shareholders’ equity     388,902       356,654  
    Total liabilities and shareholders’ equity   $ 1,694,264     $ 1,546,478  
    Consolidated Statements of Operations and
    Comprehensive Income
    For the years ended December 31
    (Expressed in thousands of Canadian Dollars, except per share amounts)
          2024       2023(i)  
    Revenue   $ 1,165,787     $ 964,680  
    Cost of sales     789,056       678,528  
    Depreciation     166,683       131,319  
    Gross profit     210,048       154,833  
    General and administrative expenses     55,951       56,844  
    Loss on disposal of property, plant and equipment     767       1,659  
    Operating income     153,330       96,330  
    Equity earnings in affiliates and joint ventures     (15,299 )     (25,199 )
    Interest expense, net     59,340       36,948  
    Change in fair value of contingent obligations     53,206       4,681  
    Gain on derivative financial instruments     (3,952 )     (6,063 )
    Income before income taxes     60,035       85,963  
    Current income tax (benefit) expense     (3,280 )     6,841  
    Deferred income tax expense     19,230       15,981  
    Net income     44,085       63,141  
    Other comprehensive income        
    Unrealized foreign currency translation loss     683       713  
    Comprehensive income   $ 43,402     $ 62,428  
             
    Per share information        
    Basic net income per share   $ 1.65     $ 2.38  
    Diluted net income per share   $ 1.52     $ 2.09  

    (i)The prior year amounts are adjusted to reflect a change in presentation. See “Accounting Estimates, Pronouncements and Measures”.

    The MIL Network

  • MIL-OSI USA: Shaheen Tours Furniture Manufacturer in Lisbon to Discuss Energy Efficiency Upgrades, Visits Mount Cabot Maple in Lancaster During Maple Month

    US Senate News:

    Source: United States Senator for New Hampshire Jeanne Shaheen

    (Lancaster, NH) – U.S. Senator Jeanne Shaheen (D-NH), Ranking Member of the U.S. Senate Appropriations Subcommittee on Agriculture, Rural Development, Food and Drug Administration and Related Agencies, toured DCI Furniture in Lisbon to learn more about how the business is using federal funding to make energy efficiency upgrades. Later, Shaheen visited Mount Cabot Maple in Lancaster to celebrate Maple Month and hear about the challenges facing the Granite State’s maple industry. Photos from today’s events can be found here.

    In Lisbon, Shaheen visited DCI Furniture, a family-owned furniture manufacturing company, to learn more about how the business is using federal funding to install a new combined heat and power system that uses wood waste for fuel. The project will improve energy efficiency, decrease costs and reduce emissions at the facility.

    “Efficiency is the cheapest, fastest way to meet our energy needs, and DCI Furniture is a poster child for thinking about energy in a smart way,” said Senator Shaheen. “I was pleased to see firsthand how DCI is using federal funding that I’ve championed to make energy efficiency upgrades that will save money, reduce emissions and benefit the local forest-based economy—it’s just the kind of made-in-New Hampshire project we need to see more of.”

    The project has been awarded funding through programs Shaheen champions, including the U.S. Department of Agriculture’s (USDA) Rural Energy for America Program, the U.S. Forest Service’s Community Wood Grant program and Bipartisan Infrastructure Law funding from the U.S. Department of Energy. Shaheen was a lead negotiator of the Bipartisan Infrastructure Law, which made huge investments in energy efficiency, including $550 million for Industrial Research and Assessment Centers and assistance for small- and medium-sized manufacturers to implement efficiency upgrades based upon her longstanding bipartisan legislation with former U.S. Senator Rob Portman. Shaheen also helped introduce legislation to enhance the Forest Service’s Community Wood  Grant program that is providing funding for this project. 

    Later in Lancaster, Shaheen visited Mount Cabot Maple to hear more about how the farm has benefitted from federal funding from USDA Natural Resources Conservation Service and underscore the challenges facing the Granite State’s maple industry in the wake of the Trump Administration’s tariffs on Canada and Mexico and federal funding freeze.

    “Our maple syrup producers are an integral and delicious part of New Hampshire’s identity,” said Senator Shaheen. “It was great to visit Mount Cabot Maple today during Maple Month to tour the farm and learn more about how this North Country staple is weathering the impacts of Trump’s funding chaos and tariffs on Canada.”

    Shaheen co-leads the Market Access, Promotion and Landowner Education Support for Your Regionally Underserved Producers (MAPLE SYRUP) Act with Senator Chris Murphy (D-CT) to extend and expand the federal maple support program, which supports the U.S. maple syrup industry through research and education, natural resource sustainability and the marketing of maple syrup and maple-sap products.

    Shaheen has also been outspoken against the Trump Administration’s reckless tariffs on Canada and Mexico and chaotic funding freeze and cuts. Recently, Shaheen forced a vote in the Senate on her Protecting Americans from Tax Hikes on Imported Goods Act to limit the President’s ability to levy sweeping tariffs that increase costs for American consumers and families. Shaheen has also hosted a series of roundtables and discussions with Granite Staters to better understand and highlight the direct consequences of the Trump administration’s funding chaos and uncertainty. Following the Trump administration’s decision to freeze grants and loans disbursed by the federal government in January, Shaheen immediately condemned the move and spoke on the Senate floor against the decision to freeze federal grants and loans that families, seniors and small businesses rely on for critical, often life-saving services. 

    MIL OSI USA News

  • MIL-OSI Security: Michigan Man Pleads Guilty to Drug Distribution and Loan Fraud

    Source: Office of United States Attorneys

    BOSTON – A Michigan man pleaded guilty in federal court in Boston to a conspiracy to import and sell illegal pharmaceuticals, including opioids, and to fund the operation of the scheme by fraudulently obtaining a COVID-19 pandemic relief loan.

    Donald Nchamukong, 37, pleaded guilty to conspiracy to smuggle goods into the United States, to commit loan fraud and to distribute controlled substances. U.S. District Court Judge Nathaniel M. Gorton scheduled sentencing for June 25, 2025.

    Starting in 2019 and continuing to 2022, Nchamukong and a co-conspirator, Doyal Kalita, conspired to distribute drugs to persons in the United States over the internet and using call centers in India. Nchamukong used shell companies, including a purported dietary supplements company and an auto parts supplier, and associated bank and merchant accounts to process sales of illegal foreign drugs, including the Schedule IV opioid, tramadol. Nchamukong and Kalita also received shipments of tramadol from India and reshipped the drug to customers across the United States, including in Massachusetts. When the COVID-19 pandemic hit, Nchamukong and Kalita fraudulently obtained a $200,000 Economic Injury Disaster Loan to fund their illegal drug scheme.  

    Kalita was convicted in 2024 and sentenced to 10 years in prison for orchestrating the online drug distribution scheme and a technical support fraud scheme and related money laundering.

    The charge of conspiracy provides for a sentence of up to five years in prison, three years of supervised release and a fine of up to $250,000, or twice the monetary gain or loss, whichever is greater. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

    United States Attorney Leah B. Foley; Jodi Cohen, Special Agent in Charge of the Federal Bureau of Investigation, Boston Division; Thomas Demeo, Acting Special Agent in Charge of the Internal Revenue Service Criminal Investigation, Boston Field Office; and Fernando P. McMillan, Special Agent in Charge of the New York Field Office of the U.S. Food and Drug Administration, Office of Criminal Investigations made the announcement today. Valuable assistance was provided by Homeland Security Investigations in New York, Small Business Administration and the United States Attorney’s Office for the Eastern District of New York. Assistant U.S. Attorney Kriss Basil, Deputy Chief of the Securities, Financial, and Cyber Fraud Unit, is prosecuting the case.

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

    Anyone with information about allegations of attempted fraud involving COVID-19 can report it by calling the Department of Justice’s National Center for Disaster Fraud (NCDF) Hotline via the NCDF Web Complaint Form.

    MIL Security OSI

  • MIL-OSI Security: Littleton Man Sentenced To Federal Prison For False Tax Return Preparation

    Source: Office of United States Attorneys

    DENVER — The U.S. Attorney’s Office for the District of Colorado announces Thuan Bui, 60, of Littleton, Colorado, was sentenced to the statutory maximum of 36 months in federal prison, one year of supervised release, and a $50,000 fine, after pleading guilty to one count of aiding or assisting in preparation of false documents.

    According to the plea agreement, from about 2016 to 2021, Bui operated a tax preparation business that operated under several names. Bui falsely told his clients he was a certified public accountant. During that time, and on hundreds of tax returns, Bui understated his clients’ tax liability by overstating or falsely creating expenses on the Schedule C form which is used to report income or loss on a business.

    “This defendant willfully and repeatedly abused his clients’ trust when his job was to  help them accurately file their annual tax returns,” said Acting United States Attorney J. Bishop Grewell. “I encourage all taxpayers to be vigilant during the ongoing tax season to make sure their information is captured and reported accurately.”

    “Tax preparers are entrusted to file accurate and truthful tax returns on behalf of their clients to ensure they are meeting their tax obligations,” said Amanda Prestegard, Special Agent in Charge, IRS-Criminal Investigations Denver Field Office. “Bui violated that trust and federal tax laws in the process. Identifying these fraudulent preparers remains a top priority for IRS-CI and we will continue holding them accountable.”

    United States District Court Judge Regina M. Rodriguez presided over the sentencing.

    The case was investigated by IRS-Criminal Investigation.  Assistant United States Attorney Rebecca Weber handled the prosecution.

    MIL Security OSI