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Category: Taxation

  • MIL-OSI: Gabelli Utility Trust Continues Monthly Distributions, Declares Distributions of $0.05 Per Share

    Source: GlobeNewswire (MIL-OSI)

    RYE, N.Y., Feb. 13, 2025 (GLOBE NEWSWIRE) — The Board of Trustees of The Gabelli Utility Trust (NYSE:GUT) (the “Fund”) approved the continuation of its policy of paying fixed monthly cash distributions. The Board of Trustees declared cash distributions of $0.05 per share for each of April, May, and June 2025.

    Distribution Month Record Date Payable Date Distribution Per Share
    April April 15, 2025 April 23, 2025 $0.05
    May May 15, 2025 May 22, 2025 $0.05
    June June 13, 2025 June 23, 2025 $0.05
           

    Each quarter, the Board of Trustees reviews the amount of any potential distribution from the income, realized capital gain, or capital available. The Board of Trustees will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s net asset value and the financial market environment. If necessary, the Fund will pay an adjusting distribution in December which includes any additional income and net realized capital gains in excess of the monthly distributions for that year to satisfy the minimum distribution requirements of the Internal Revenue Code for regulated investment companies. The Fund’s distribution policy is subject to modification by the Board of Trustees at any time, and there can be no guarantee that the policy will continue. The distribution rate should not be considered the dividend yield or total return on an investment in the Fund. The Gabelli Utility Trust has paid a distribution to shareholders every month since October 1999.

    The Fund’s shares are currently trading at a premium to net asset value. The Board of Trustees believes that the premium at which the Fund shares trade relative to net asset value is not likely to be sustainable. Shareholders participating in the Fund’s dividend reinvestment plan should note that at the current market price, the reinvestment of distributions occurs at a premium to net asset value.

    All or part of the distribution may be treated as long-term capital gain or qualified dividend income (or a combination of both) for individuals, each subject to the maximum federal income tax rate for long term capital gains, which is currently 20% in taxable accounts for individuals (or less depending on an individual’s tax bracket). In addition, certain U.S. shareholders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surcharge on their “net investment income”, which includes dividends received from the Fund and capital gains from the sale or other disposition of shares of the Fund.

    If the Fund does not generate sufficient earnings (dividends and interest income, less expenses, and realized net capital gain) equal to or in excess of the aggregate distributions paid by the Fund in a given year, then the amount distributed in excess of the Fund’s earnings would be deemed a return of capital. Since this would be considered a return of a portion of a shareholder’s original investment, it is generally not taxable and would be treated as a reduction in the shareholder’s cost basis.

    Long-term capital gains, qualified dividend income, investment company taxable income, and return of capital, if any, will be allocated on a pro-rata basis to all distributions to common shareholders for the year. Based on the accounting records of the Fund currently available, each of the distributions paid to common shareholders in 2025 would include approximately 1% from net investment income and 99% would be deemed a return of capital on a book basis. This does not represent information for tax reporting purposes. The estimated components of each distribution are updated and provided to shareholders of record in a notice accompanying the distribution and are available on our website (www.gabelli.com). The final determination of the sources of all distributions in 2025 will be made after year end and can vary from the monthly estimates. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of the current distribution. All individual shareholders with taxable accounts will receive written notification regarding the components and tax treatment for all 2025 distributions in early 2026 via Form 1099-DIV.

    Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. For more information regarding the Fund’s distribution policy and other information about the Fund, call:

    David Schachter
    (914) 921-5057

    About The Gabelli Utility Trust
    The Gabelli Utility Trust is a diversified, closed-end management investment company with $327 million in total net assets whose primary investment objective is to seek long-term growth of capital and income by investing primarily in utility companies involved in the generation and distribution of electricity, gas, and water. The Fund is managed by Gabelli Funds, LLC, a subsidiary of GAMCO Investors, Inc. (OTCQX: GAMI).

    NYSE – GUT
    CUSIP – 36240A101

    THE GABELLI UTILITY TRUST

    Investor Relations Contact:
    David Schachter
    (914} 921-5057
    dschachter@gabelli.com

    The MIL Network –

    February 14, 2025
  • MIL-OSI Security: Boston Woman Sentenced for Fraudulently Obtaining COVID-Relief Funds

    Source: Office of United States Attorneys

    BOSTON – A Boston woman was sentenced in federal court in Boston for a scheme to fraudulently obtain pandemic-related relief funds from the Paycheck Protection Program (PPP).

    Jameela Gross, 28, was sentenced by U.S. District Court Judge William G. Young to time served (one day) to be followed by three years of supervised release. Gross has also been ordered to pay $18,750 in restitution. In September 2024, Gross pleaded guilty to one count of wire fraud. Gross was arrested in February 2024 along with over 40 Heath Street Gang members/associates, who were charged with racketeering conspiracy, drug trafficking, firearms charges and financial frauds, including COVID-related fraud.

    Among other relief programs, the Coronavirus Aid, Relief, and Economic Security Act created the PPP, a temporary loan program directed at small businesses. PPP loans were processed and funded by participating lenders and guaranteed by the U.S. Small Business Administration. If the small business used the loan funds for permissible expenses, the loan could be forgiven.

    In April 2021, Gross submitted a fraudulent PPP loan application on behalf of her purported photography business. The application contained multiple false statements, including false representations regarding the fictitious business’s income in 2020 and the purpose of the loan. Gross also submitted false tax records in support of her loan application. Based on the fraudulent application, Gross received approximately $18,750.

    United States Attorney Leah B. Foley; Boston Police Commissioner Michael Cox; Jonathan Mellone, Special Agent in Charge of Department of Labor, Office of Inspector General; and Thomas Demeo, Acting Special Agent in Charge of the Internal Revenue Service Criminal Investigations made the announcement today. Assistant U.S. Attorneys Sarah Hoefle and Lucy Sun of the Criminal Division prosecuted the case.

    This effort is part of an Organized Crime Drug Enforcement Task Forces (OCDETF) operation. OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. Additional information about the OCDETF Program can be found at https://www.justice.gov/OCDETF.

    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 –

    February 14, 2025
  • MIL-OSI: Wrap Unveils Managed Safety and Response (MSR) Connected Ecosystem in Virginia

    Source: GlobeNewswire (MIL-OSI)

    Following Governor Youngkin’s November announcement, Early Adopter Program Launches in Virginia, Highly Anticipated Defense Tech Drones, Body Cameras, AI Integration and International Expansion to Follow

    This news follows: Wrap Technologies Launches Go-Forward Strategy, Advancing End-to-End Public Safety and Defense Solutions with New Virginia Facility

    NORTON, Va., Feb. 13, 2025 (GLOBE NEWSWIRE) — Wrap Technologies (NASDAQ: WRAP) (“Wrap” or, the “Company”) today announced the launch of its highly anticipated Managed Safety and Response (MSR) Connected Ecosystem in Virginia, with the aim of delivering a modern approach for law enforcement training, defensive tactics and real-time safety solutions. With past vocal support of Governor Glenn Youngkin and Virginia’s public safety institutions, Wrap hopes to establish the Commonwealth as a leader in next-generation policing solutions.

    As early adopters, Virginia agencies will be the first to benefit from Wrap’s integrated approach, which combines enhanced training, automated support systems and a scalable ecosystem designed to seamlessly integrate follow-on technologies.

    The Company is evolving to meet agency demand for integrated service delivery of disparate support technologies and embedded recurring training. This approach will see Wrap invest in a core group of world-class professional services leaders and then digitize value delivery through AI-powered workflows, ensuring exemplary customer satisfaction in its MSR service.

    This announcement highlights Wrap’s strategic vision for the future of public safety, including:

    • A TAA-compliant, NON-Chinese supply chain for body cameras, aiming to ensure secure and reliable technology for law enforcement agencies advancing a first-in-class Made in America supply chain.
    • Newly Developed AI-powered reporting, leveraging body-worn camera audio to instantly generate high-quality, detailed incident reports—with the goal of reducing administrative workload and increasing accuracy.
    • The upcoming launch of a Drone as First Responder (DFR) program, featuring advanced payloads that enhance situational awareness, rapid response, and officer safety.
    • Advanced Defensive Tactics & Training – structured follow-on actions after BolaWrap deployment, aiming to ensure proper de-escalation techniques.
    • Connected Training, including in-person officer instruction and an exclusive video training library designed to coach officers in BolaWrap de-escalation approaches that align with today’s modern safety standards.
    • Comprehensive VR Training Expansion – all of our de-escalation scenarios are now included in Wrap’s immersive VR training system with opportunities for custom environment development.

    Scot Cohen, Chief Executive Officer, stated: “We’ve listened to our customers. We heard their concerns and understood the challenges of adopting technologies due to complexity and lack of resources. Wrap is addressing this pain point by aiming to deliver a trusted, fully managed service that consolidates fragmented technologies into a cohesive solution. We believe our first-in-class MSR Connected Ecosystem simplifies adoption, reduces operational burden, and exceeds current market offerings thereby ensuring agencies have the tools, training, and support needed to enhance officer safety and effectiveness.”

    Wrap is deeply committed to supporting law enforcement by delivering innovative, practical, and effective solutions that focus on officer safety, improving public trust, and streamlining operations. Wrap recognizes the challenges agencies face in adopting new technologies, integrating disparate tools, and ensuring officers receive the training and resources needed to operate effectively in the field.

    Wrap’s MSR Connected Ecosystem is designed to bridge these gaps, which we believe provides a seamless, scalable, and intelligent platform that empowers officers to make better decisions, reduce risk, and enhance de-escalation efforts. By prioritizing trust, reliability, and continuous support, Wrap is dedicated to delivering cutting-edge solutions that truly serve those who protect and serve.

    Governor Youngkin’s support to relocate Wrap’s facility to Southwest Virginia indicates alignment for this expansion to leverage innovative technologies that enhance public safety. By integrating advanced solutions like the MSR Connected Ecosystem, the Commonwealth aims to set a new standard in law enforcement practices, ensuring safer communities for all Virginians.

    The MSR Connected Ecosystem is designed to reduce cognitive load and simplify decision-making in critical moments, transforming the way officers operate in the field. Wrap is advancing law enforcement capabilities by delivering fully managed safety services alongside essential response tools like BolaWrap, ensuring officers have the support they need when it matters most.

    To learn more about Wrap Technologies and the Managed Safety and Response Connected Ecosystem, visit www.Wrap.com.

    About Wrap Technologies, Inc.

    Wrap Technologies, Inc. (Nasdaq: WRAP) is a leading global provider of advanced public safety solutions, integrating ultramodern technology, cutting-edge tools, and comprehensive services to address the complex, modern day challenges facing public safety organizations around the world. Guided by a no-harm principle, Wrap is dedicated to developing groundbreaking solutions that empower public safety agencies to safeguard the communities they serve in a manner that fosters stronger relationships, driving safer outcomes, empowering public safety and communities to move forward together.

    Wrap’s BolaWrap® solution encompasses an innovative and patented hand-held remote restraint device, strategically engineered with Wrap’s no-harm guiding principle to proactively deter escalation by deploying a Kevlar® tether that safely restrains individuals from a distance. Combined with BolaWrap® training, certified by the esteemed International Association of Directors of Law Enforcement Standards and Training (IADLEST), Wrap enables officers from over 1000 agencies across the U.S. and 60 countries around the world, with the expertise to effectively use BolaWrap® as an early intervention measure, mitigating potential risks and injuries, averting tragic outcomes, with the goal to save lives with each wrap.

    Wrap Reality™, the Company’s advanced virtual reality training system, is a fully immersive training simulator and comprehensive public safety training platform that equips first responders with the discipline and practice to prevent escalation, de-escalate conflicts, and apply appropriate tactical use-of-force measures to better perform in the field. By offering a growing range of real-life scenarios, Wrap Reality™ addresses the dynamic nature of modern law enforcement situations for positive public safety outcomes, building safer communities one decision at a time.

    Wrap’s Intrensic solution is a comprehensive, secure and efficient body worn camera and evidence collection and management solution designed with innovative technology to quickly capture, safely handle, securely store, and seamlessly track evidence, all while maintaining full transparency throughout the process. With meticulous consolidation and professional management of evidence, confidence in law enforcement and the justice system soars, fostering trust and reliability in court outcomes. Intrensic’s efficient system streamlines the entire process seamlessly, empowering all public safety providers to focus on what matters, expediting justice with integrity.

    Connect with Wrap:
    Wrap on Facebook
    Wrap on Twitter
    Wrap on LinkedIn

    Trademark Information

    Wrap, the Wrap logo, BolaWrap®, Wrap Reality™ and Wrap Training Academy are trademarks of Wrap Technologies, Inc., some of which are registered in the U.S. and abroad.  All other trade names used herein are either trademarks or registered trademarks of the respective holders.

    Cautionary Note on Forward-Looking Statements – Safe Harbor Statement
    This release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should”, “believe”, “target”, “project”, “goals”, “estimate”, “potential”, “predict”, “may”, “will”, “could”, “intend”, and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Moreover, forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the Company’s ability to maintain compliance with the Nasdaq Capital Market’s listing standards; the Company’s ability to successfully implement training programs for the use of its products; the Company’s ability to manufacture and produce products for its customers; the Company’s ability to develop sales for its products; the market acceptance of existing and future products; the availability of funding to continue to finance operations; the complexity, expense and time associated with sales to law enforcement and government entities; the lengthy evaluation and sales cycle for the Company’s product solutions; product defects; litigation risks from alleged product-related injuries; risks of government regulations; the business impact of health crises or outbreaks of disease, such as epidemics or pandemics; the impact resulting from geopolitical conflicts and any resulting sanctions; the ability to obtain export licenses for counties outside of the United States; the ability to obtain patents and defend intellectual property against competitors; the impact of competitive products and solutions; and the Company’s ability to maintain and enhance its brand, as well as other risk factors mentioned in the Company’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, and other Securities and Exchange Commission filings. These forward-looking statements are made as of the date of this release and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

    Investor Relations Contact:

    (800) 583-2652
    ir@wrap.com

    The MIL Network –

    February 14, 2025
  • MIL-OSI: Imperial Petroleum Inc. Reports Fourth Quarter and Twelve Months 2024 Financial and Operating Results

    Source: GlobeNewswire (MIL-OSI)

    ATHENS, Greece, Feb. 13, 2025 (GLOBE NEWSWIRE) — IMPERIAL PETROLEUM INC. (NASDAQ: IMPP, the “Company”), a ship-owning company providing petroleum products, crude oil and dry bulk seaborne transportation services, announced today its unaudited financial and operating results for the fourth quarter and twelve months ended December 31, 2024.

    OPERATIONAL AND FINANCIAL HIGHLIGHTS

    • Fleet operational utilization of 86.0% in Q4 24’ versus 68.5% in Q4 23’.
    • Almost 180% increase in Q4 24’ time charter days compared to Q4 23’, as two of our product tankers and one newly acquired bulk carrier were under time charter (“TC”) employment for the whole period.
    • For the 12M 24’ period our operational utilization was 78.3%. 69% of our fleet calendar days were dedicated to spot activity, while 29% to time charter activity.
    • Delivery of the product tanker, Clean Imperial on January 10, 2025. With this vessel addition, our tanker fleet totals nine ships.
    • Revenues of $26.2 million in Q4 24’ compared to $29.9 million in Q4 23’, representing a 12.4% decline due primarily to decreased spot market rates.
    • Net income of $3.9 million in Q4 24’ compared to $6.5 million in Q4 23’. In Q4 24’ we incurred a $3.3 million foreign exchange loss.
    • Cash and cash equivalents including time deposits of $206.7 million as of December 31, 2024, compared to $124.0 million as of December 31, 2023, representing a 66.7% increase.
    • For the 12M 24’ period our net income was $50.2 million, while our operating cash flow amounted to $77.7 million.
    • Recurring profitability and a debt-free capital structure facilitate robust cash flow generation and low breakeven points.

    Fourth Quarter 2024 Results:

    • Revenues for the three months ended December 31, 2024 amounted to $26.2 million, a decrease of $3.7 million, or 12.4%, compared to revenues of $29.9 million for the three months ended December 31, 2023, primarily due to a decrease in the spot market rates.
    • Voyage expenses and vessels’ operating expenses fo        r the three months ended December 31, 2024 were $8.5 million and $6.7 million, respectively, compared to $13.8 million and $5.7 million, respectively, for the three months ended December 31, 2023. The $5.3 million decrease in voyage expenses is mainly attributed to increased time charter activity leading to a decline of spot days by 10.3%. The decline in spot days along with the decrease in the Suez Canal transits compared to the same period of last year, led to decreased bunker consumption by 15.6% and lower port expenses by 44.9%. The $1.0 million increase in vessels’ operating expenses is primarily due to the increased size of our fleet by an average of 2.0 vessels between the two periods.
    • Drydocking costs for the three months ended December 31, 2024 and 2023 were $0.2 million and $2.5 million, respectively. This decrease is due to the fact that during the three months ended December 31, 2024, no vessel underwent drydocking and charges related only to a drydocking which took place at the end of the third quarter of 2024, while one of our suezmax tankers and one of our handysize dry vessels underwent drydocking in the fourth quarter of last year.
    • General and administrative costs for the three months ended December 31, 2024 and 2023 were $1.0 million and $1.2 million, respectively. This change is mainly attributed to the decrease in stock-based compensation costs.
    • Depreciation for the three months ended December 31, 2024 and 2023 was $4.5 million and $3.5 million, respectively. The change is attributable to the increase in the average number of vessels in our fleet.
    • Management fees for each of the three months ended December 31, 2024 and 2023 were $0.4 million.
    • Interest and finance costs for the three months ended December 31, 2024 and 2023 were $0.3 million and $0.01 million, respectively. The $0.3 million of costs for the three months ended December 31, 2024 relate mainly to accrued interest expense – related party in connection with the $14.0 million, part of the acquisition price of our bulk carrier, Neptulus, which is payable by May 2025.
    • Interest income for the three months ended December 31, 2024 was $2.3 million as compared to $2.0 million for the three months ended December 31, 2023. The $0.3 million increase is mainly attributed to a higher amount of funds placed under time deposits.
    • Foreign exchange gain/(loss) for the three months ended December 31, 2024 was a loss of $3.3 million as compared to a gain of $1.4 million for the three months ended December 31, 2023. The $3.3 million foreign exchange loss for the three months ended December 31, 2024, is mainly attributed to the decline in the euro/dollar exchange rate and to the higher amount of funds placed under time deposits in euro.
    •    As a result of the above, for the three months ended December 31, 2024, the Company reported net income of $3.9 million, compared to net income of $6.5 million for the three months ended December 31, 2023. Dividends paid on Series A Preferred Shares amounted to $0.4 million for the three months ended December 31, 2024. The weighted average number of shares of common stock outstanding, basic, for the three months ended December 31, 2024 was 32.7 million. Earnings per share, basic and diluted, for the three months ended December 31, 2024 amounted to $0.10 and $0.10, respectively, compared to loss per share, basic and diluted, of $0.02 and $0.02, respectively, for the three months ended December 31, 2023.
    • Adjusted net income1 was $4.6 million corresponding to an Adjusted EPS1, basic of $0.12 for the three months ended December 31, 2024 compared to an Adjusted net income of $7.2 million corresponding to an Adjusted EPS, basic, of $0.01 for the same period of last year.
    • EBITDA1 for the three months ended December 31, 2024 amounted to $6.4 million, while Adjusted EBITDA1 for the three months ended December 31, 2024 amounted to $7.1 million.
    • An average of 11.0 vessels were owned by the Company during the three months ended December 31, 2024 compared to 9.0 vessels for the same period of 2023.

    Twelve months 2024 Results:

    • Revenues for the twelve months ended December 31, 2024 amounted to $147.5 million, representing a decrease of $36.2 million, or 19.7%, compared to revenues of $183.7 million for the twelve months ended December 31, 2023, primarily due to softer market spot rates. As of the end of 2024, daily spot market rates were about $22,000 for standard product tankers versus $33,000 as of the end of the same period of 2023 and $30,000 for standard suezmax tankers as opposed to $60,000 as of the end of the same period of 2023.
    • Voyage expenses and vessels’ operating expenses for the twelve months ended December 31, 2024 were $52.0 million and $26.4 million, respectively, compared to $62.5 million and $25.6 million, respectively, for the twelve months ended December 31, 2023. The $10.5 million decrease in voyage expenses is mainly attributed to a reduction in port expenses due to decreased transits through the Suez Canal and a decrease in voyage commissions resulting from lower market rates and consequently softer revenue generation. The $0.8 million increase in vessels’ operating expenses was primarily due to the increase in the average number of vessels.
    • Drydocking costs for the twelve months ended December 31, 2024 and 2023 were $1.7 million and $6.6 million, respectively. This decrease is due to the fact that during the twelve months ended December 31, 2024 two tanker vessels underwent drydocking, while in the same period of last year three of our product tankers, one of our suezmax tankers and two of our drybulk carriers underwent drydocking.
    • General and administrative costs for each of the twelve months ended December 31, 2024 and 2023 were $4.9 million.
    • Depreciation for the twelve months ended December 31, 2024 was $17.0 million, a $1.4 million increase from $15.6 million for the same period of last year, mainly due to the depreciation of the vessels added in the fleet during 2024.
    • Management fees for the twelve months ended December 31, 2024 and 2023 were $1.7 million and $1.6 million, respectively. The increase of $0.1 million is attributable to the slight increase in the average number of vessels in our fleet.
    • Other operating income for the twelve months ended December 31, 2024 was $1.9 million and related to the collection of a claim in connection with repairs undertaken in prior years.
    • Net loss on sale of vessel/ Net gain on sale of vessel – related party for the twelve months ended December 31, 2024 was a loss of $1.6 million and related to the sale of the Aframax tanker Gstaad Grace II to a third party whereas net gain on sale of vessel for the twelve months ended December 31, 2023 was $8.2 million and related to the sale of the Aframax tanker Afrapearl II (ex. Stealth Berana) to C3is Inc., a related party.
    • Impairment loss for the twelve months period ended December 31, 2024 and 2023 stood at nil and $9.0 million, and related to the spin-off of two drybulk carriers to C3is Inc. in 2023. The decline of drybulk vessels’ fair values, at the time of the spin off, compared to one year before when these vessels were acquired resulted in the incurrence of impairment loss.
    •    Interest and finance costs for the twelve months ended December 31, 2024 and 2023 were $0.4 million and $1.8 million, respectively. The $0.4 million of costs for the twelve months ended December 31, 2024 relate mainly to accrued interest expense – related party in connection with the $14.0 million, part of the acquisition price of our bulk carrier, Neptulus, which is payable by May 2025. The $1.8 million of costs for the twelve months ended December 31, 2023 related mainly to $1.3 million of interest charges incurred up to the full repayment of all outstanding loans concluded in April 2023 along with the full amortization of $0.5 million of loan related charges following the repayment of the Company’s outstanding debt.
    • Interest income for the twelve months ended December 31, 2024 and 2023 was $8.3 million and $5.8 million, respectively. The increase is mainly attributed to the interest earned from the time deposits held by the Company as well as the interest income – related party for the twelve months ended December 31, 2024 in connection with the $38.7 million of the sale price of the Aframax tanker Afrapearl II (ex. Stealth Berana) which was received in July 2024.
    • As a result of the above, the Company reported net income for the twelve months ended December 31, 2024 of $50.2 million, compared to a net income of $71.1 million for the twelve months ended December 31, 2023. The weighted average number of shares outstanding, basic, for the twelve months ended December 31, 2024 was 29.9 million. Earnings per share, basic and diluted, for the twelve months ended December 31, 2024 amounted to $1.54 and $1.40, respectively, compared to earnings per share, basic and diluted, of $3.22 and $2.93 for the twelve months ended December 31, 2023.
    • Adjusted Net Income was $55.1 million corresponding to an Adjusted EPS, basic of $1.70 for the twelve months ended December 31, 2024 compared to adjusted net income of $74.4 million, corresponding to an Adjusted EPS, basic of $3.39 for the same period of last year.
    • EBITDA for the twelve months ended December 31, 2024 amounted to $59.2 million while Adjusted EBITDA for the twelve months ended December 31, 2024 amounted to $64.2 million.
    • An average of 10.4 vessels were owned by the Company during the twelve months ended December 31, 2024 compared to 10.0 vessels for the same period of 2023.
    • As of December 31, 2024, cash and cash equivalents including time deposits amounted to $206.7 million and total bank debt amounted to nil.

    1 EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are non-GAAP measures. Refer to the reconciliation of these measures to the most directly comparable financial measure in accordance with GAAP set forth later in this release. Reconciliations of Adjusted Net Income, EBITDA and Adjusted EBITDA to Net Income are set forth below.

    Fleet Employment Table

    As of February 13, 2025, the profile and deployment of our fleet is the following:

                             
    Name    Year
    Built
      Country
    Built
      Vessel Size
    (dwt)
      Vessel
    Type
      Employment
    Status
      Expiration of
    Charter(1)
    Tankers                         
    Magic Wand    2008   Korea   47,000   MR product tanker   Spot    
    Clean Thrasher    2008   Korea   47,000   MR product tanker   Time Charter   May 2025
    Clean Sanctuary (ex. Falcon Maryam)    2009   Korea   46,000   MR product tanker   Spot    
    Clean Nirvana    2008   Korea   50,000   MR product tanker   Spot    
    Clean Justice    2011   Japan   46,000   MR product tanker   Time Charter   August 2027
    Aquadisiac   2008   Korea   51,000   MR product tanker   Spot    
    Clean Imperial   2009   Korea   40,000   MR product tanker   Time Charter   January 2026
    Suez Enchanted    2007   Korea   160,000   Suezmax tanker   Spot    
    Suez Protopia    2008   Korea   160,000   Suezmax tanker   Spot    
    Drybulk Carriers(2)                         
    Eco Wildfire    2013   Japan   33,000   Handysize drybulk   Time Charter   February 2025
    Glorieuse    2012   Japan   38,000   Handysize drybulk   Time Charter   February 2025
    Neptulus   2012   Japan   33,000   Handysize drybulk   Time Charter   March 2025
    Fleet Total                 751,000 dwt            
                             
    (1) Earliest date charters could expire.
    (2) We have contracted to acquire seven Japanese built drybulk carriers, aggregating approximately 443,000 dwt, which are expected to be delivered to us between February 2025 and May 2025.
       

    CEO Harry Vafias Commented

    For yet another year Imperial Petroleum demonstrated exceptional results; we continued to be consistent with profitability, cash flow generation and fleet growth across the quarters. Market conditions in 2024 were somewhat softer than 2023 when tanker rates oscillated around all time high levels. Nevertheless, our debt free fleet of eleven vessels managed to generate $50 million of profit and maintain an enviable cash base of $207 million. In the period ahead our key focus is to materialize our already announced fleet growth plans, sustain our profitable momentum and as always, seek opportunities to enhance the value of our Company.

    Conference Call details:

    On February 13, 2025 at 10:00 am ET, the company’s management will host a conference call to discuss the results and the company’s operations and outlook.

    Online Registration:

    Conference call participants should pre-register using the below link to receive the dial-in numbers and a personal PIN, which are required to access the conference call.

    https://register.vevent.com/register/BI127dcd86b3bd4efc8d71152e3b8a8800

    Slides and audio webcast:

    There will also be a live and then archived webcast of the conference call, through the IMPERIAL PETROLEUM INC. website (www.ImperialPetro.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

    About IMPERIAL PETROLEUM INC.        

    IMPERIAL PETROLEUM INC. is a ship-owning company providing petroleum products, crude oil and drybulk seaborne transportation services. The Company owns a total of twelve vessels on the water – seven M.R. product tankers, two suezmax tankers and three handysize drybulk carriers – with a total capacity of 751,000 deadweight tons (dwt), and has contracted to acquire an additional seven drybulk carriers of 443,000 dwt aggregate capacity. Following these deliveries, the Company’s fleet will count a total of 19 vessels. IMPERIAL PETROLEUM INC.’s shares of common stock and 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock are listed on the Nasdaq Capital Market and trade under the symbols “IMPP” and “IMPPP,” respectively.

    Forward-Looking Statements

    Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although IMPERIAL PETROLEUM INC. believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, IMPERIAL PETROLEUM INC. cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, geopolitical conditions, including any trade disruptions resulting from tariffs imposed by the United States or  other countries, general market conditions, including changes in charter hire rates and vessel values, charter counterparty performance, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydockings, changes in IMPERIAL PETROLEUM INC’s operating expenses, including bunker prices, drydocking and insurance costs, ability to obtain financing and comply with covenants in our financing arrangements, actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, the conflict in Ukraine and related sanctions, the conflicts in the Middle East, potential disruption of shipping routes due to ongoing attacks by Houthis in the Red Sea and Gulf of Aden or accidents and political events or acts by terrorists.

    Risks and uncertainties are further described in reports filed by IMPERIAL PETROLEUM INC. with the U.S. Securities and Exchange Commission.

    Fleet List and Fleet Deployment        
    For information on our fleet and further information:
    Visit our website at www.ImperialPetro.com

    Company Contact:
    Fenia Sakellaris
    IMPERIAL PETROLEUM INC.
    E-mail: info@ImperialPetro.com

    Fleet Data:
    The following key indicators highlight the Company’s operating performance during the periods ended December 31, 2023 and 2024.

    FLEET DATA Q4 2023   Q4 2024   12M 2023   12M 2024  
    Average number of vessels (1) 9.00   11.00   10.00   10.39  
    Period end number of owned vessels in fleet 9   11   9   11  
    Total calendar days for fleet (2) 828   1,012   3,650   3,801  
    Total voyage days for fleet (3) 789   1,010   3,481   3,700  
    Fleet utilization (4) 95.3 % 99.8 % 95.4 % 97.3 %
    Total charter days for fleet (5) 160   446   1,058   1,092  
    Total spot market days for fleet (6) 629   564   2,423   2,608  
    Fleet operational utilization (7) 68.5 % 86.0 % 75.1 % 78.3 %
                     

    1) Average number of vessels is the number of owned vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.
    2) Total calendar days for fleet are the total days the vessels we operated were in our possession for the relevant period including off-hire days associated with major repairs, drydockings or special or intermediate surveys.
    3) Total voyage days for fleet reflect the total days the vessels we operated were in our possession for the relevant period net of off-hire days associated with major repairs, drydockings or special or intermediate surveys.
    4) Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period.
    5) Total charter days for fleet are the number of voyage days the vessels operated on time or bareboat charters for the relevant period.
    6) Total spot market charter days for fleet are the number of voyage days the vessels operated on spot market charters for the relevant period.
    7) Fleet operational utilization is the percentage of time that our vessels generated revenue, and is determined by dividing voyage days excluding commercially idle days by fleet calendar days for the relevant period.

    Reconciliation of Adjusted Net Income, EBITDA, adjusted EBITDA and adjusted EPS:

    Adjusted net income represents net income before impairment loss, net (gain)/loss on sale of vessel and share based compensation. EBITDA represents net income before interest and finance costs, interest income and depreciation. Adjusted EBITDA represents net income before interest and finance costs, interest income, depreciation, impairment loss, net (gain)/loss on sale of vessel and share based compensation.
    Adjusted EPS represents Adjusted net income attributable to common shareholders divided by the weighted average number of shares. EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS are not recognized measurements under U.S. GAAP. Our calculation of EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS may not be comparable to that reported by other companies in the shipping or other industries. In evaluating Adjusted EBITDA, Adjusted net income and Adjusted EPS, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation.

    EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS are included herein because they are a basis, upon which we and our investors assess our financial performance. They allow us to present our performance from period to period on a comparable basis and provide investors with a means of better evaluating and understanding our operating performance.

    (Expressed in United States Dollars, except number of shares) Third Quarter Ended December 31st,   Twelve Months Period Ended December 31st,  
      2023   2024   2023   2024  
    Net Income – Adjusted Net Income                
    Net income 6,463,943   3,917,661   71,134,002   50,157,772  
    Less/Plus net (gain)/loss on sale of vessel —   —   (8,182,777 ) 1,589,702  
    Plus impairment loss —   —   8,996,023   —  
    Plus share based compensation 752,407   665,062   2,434,855   3,397,082  
    Adjusted Net Income 7,216,350   4,582,723   74,382,103   55,144,556  
                     
    Net income – EBITDA                
    Net income 6,463,943   3,917,661   71,134,002   50,157,772  
    Plus interest and finance costs 11,139   276,622   1,821,908   398,320  
    Less interest income (2,004,611 ) (2,268,975 ) (5,833,756 ) (8,305,517 )
    Plus depreciation 3,485,073   4,466,447   15,629,116   16,991,900  
    EBITDA 7,955,544   6,391,755   82,751,270   59,242,475  
                     
    Net income – Adjusted EBITDA                
    Net income 6,463,943   3,917,661   71,134,002   50,157,772  
    Less/Plus net (gain)/loss on sale of vessel —   —   (8,182,777 ) 1,589,702  
    Plus impairment loss —   —   8,996,023   —  
    Plus share based compensation 752,407   665,062   2,434,855   3,397,082  
    Plus interest and finance costs 11,139   276,622   1,821,908   398,320  
    Less interest income (2,004,611 ) (2,268,975 ) (5,833,756 ) (8,305,517 )
    Plus depreciation 3,485,073   4,466,447   15,629,116   16,991,900  
    Adjusted EBITDA 8,707,951   7,056,817   85,999,371   64,229,259  
                     
    EPS                
    Numerator                
    Net income 6,463,943   3,917,661   71,134,002   50,157,772  
    Less: Cumulative dividends on preferred shares (462,225 ) (435,246 ) (2,130,254 ) (1,740,983 )
    Less: Undistributed earnings allocated to non-vested shares —   (122,899 ) (2,508,399 ) (2,311,172 )
    Less: Deemed dividend from the conversion
    of the Series C Preferred Shares
    (6,507,789 ) —   (6,507,789 ) —  
    Net (loss)/ income attributable to common shareholders, basic (506,071 ) 3,359,516   59,987,560   46,105,617  
    Denominator                
    Weighted average number of shares 23,566,153   32,729,505   18,601,539   29,933,920  
    EPS – Basic (0.02 ) 0.10   3.22   1.54  
                     
    Adjusted EPS                
    Numerator                
    Adjusted net income 7,216,350   4,582,723   74,382,103   55,144,556  
    Less: Cumulative dividends on preferred shares (462,225 ) (435,246 ) (2,130,254 ) (1,740,983 )
    Less: Undistributed earnings allocated to non-vested shares (12,908 ) (146,370 ) (2,638,768 ) (2,549,216 )
    Less: Deemed dividend from the conversion
    of the Series C Preferred Shares
    (6,507,789 ) —   (6,507,789 ) —  
    Adjusted net income attributable to common shareholders, basic 233,428   4,001,107   63,105,292   50,854,357  
                     
    Denominator                
    Weighted average number of shares 23,566,153   32,729,505   18,601,539   29,933,920  
    Adjusted EPS, Basic 0.01   0.12   3.39   1.70  
                     

    Imperial Petroleum Inc.
    Unaudited Consolidated Statements of Income
    (Expressed in United States Dollars, except for number of shares)

        Quarters Ended December 31,
        Twelve Month Periods Ended December 31,
     
        2023     2024     2023     2024  
                          
    Revenues                        
     Revenues   29,881,814     26,211,665     183,725,820     147,479,980  
                              
    Expenses                        
     Voyage expenses   13,470,678     8,122,190     60,276,962     50,168,529  
     Voyage expenses – related party   348,535     338,262     2,253,979     1,856,361  
     Vessels’ operating expenses   5,541,258     6,561,878     25,295,851     26,044,734  
     Vessels’ operating expenses – related party 117,500     89,500     346,583     328,000  
     Drydocking costs   2,454,960     195,418     6,551,534     1,691,361  
     Management fees – related party   364,320     445,280     1,606,440     1,672,440  
     General and administrative expenses   1,173,120     994,777     4,934,468     4,894,070  
     Depreciation   3,485,073     4,466,447     15,629,116     16,991,900  
     Other operating income   —     —     —     (1,900,000 )
     Impairment loss   —     —     8,996,023     —  
     Net gain on sale of vessel – related party   —     —     (8,182,777 )   —  
     Net loss on sale of vessel   —     —     —     1,589,702  
    Total expenses   26,955,444     21,213,752     117,708,179     103,337,097  
                              
    Income from operations   2,926,370     4,997,913     66,017,641     44,142,883  
                              
    Other (expenses)/income                        
     Interest and finance costs   (11,139 )   (3,508 )   (1,821,908 )   (16,269 )
     Interest expense – related party   —     (273,114 )   —     (382,051 )
     Interest income   1,260,971     2,268,975     4,470,396     6,668,877  
     Interest income – related party   743,640     —     1,363,360     1,636,640  
     Dividend income from related party   191,667     191,667     404,167     762,500  
     Foreign exchange gain/(loss)   1,352,434     (3,264,272 )   700,346     (2,654,808 )
    Other income/(expenses), net   3,537,573     (1,080,252 )   5,116,361     6,014,889  
                             
    Net Income   6,463,943     3,917,661     71,134,002     50,157,772  
                             
    Earnings per share                        
    – Basic   (0.02 )   0.10     3.22     1.54  
    – Diluted   (0.02 )   0.10     2.93     1.40  
                             
    Weighted average number of shares                      
    -Basic   23,566,153     32,729,505     18,601,539     29,933,920  
    -Diluted   23,566,153     34,704,542     22,933,671     33,008,816  
                             

    Imperial Petroleum Inc.
    Unaudited Consolidated Balance Sheets
    (Expressed in United States Dollars)

      December 31,     December 31,  
      2023     2024  
               
    Assets          
    Current assets          
     Cash and cash equivalents 91,927,512     79,783,531  
     Time deposits 32,099,810     126,948,481  
     Receivables from related parties 37,906,821     —  
     Trade and other receivables 13,498,813     13,456,083  
     Other current assets 302,773     652,769  
     Inventories 7,291,123     7,306,356  
     Advances and prepayments 161,937     250,562  
    Total current assets 183,188,789     228,397,782  
                 
    Non current assets          
     Operating lease right-of-use asset —     78,761  
     Vessels, net 180,847,252     208,230,018  
     Investment in related party 12,798,500     12,798,500  
    Total non current assets 193,645,752     221,107,279  
    Total assets
     
    376,834,541     449,505,061  
                 
    Liabilities and Stockholders’ Equity          
    Current liabilities          
     Trade accounts payable 8,277,118     5,243,872  
     Payable to related parties 2,324,334     18,725,514  
     Accrued liabilities 3,008,500     3,370,020  
     Operating lease liability, current portion —     78,761  
     Deferred income 919,116     1,419,226  
    Total current liabilities 14,529,068     28,837,393  
                 
    Total liabilities 14,529,068     28,837,393  
                 
    Commitments and contingencies          
                 
    Stockholders’ equity          
     Common stock 332,573     382,755  
     Preferred Stock, Series A 7,959     7,959  
     Preferred Stock, Series B 160     160  
     Treasury stock (5,885,727 )   (8,390,225 )
     Additional paid-in capital 270,242,635     282,642,357  
     Retained earnings 97,607,873     146,024,662  
    Total stockholders’ equity 362,305,473     420,667,668  
    Total liabilities and stockholders’ equity 376,834,541     449,505,061  
               

    Imperial Petroleum Inc.
    Unaudited Consolidated Statements of Cash Flows
    (Expressed in United States Dollars

      Twelve Month Periods Ended December 31,
     
      2023     2024  
           
    Cash flows from operating activities          
    Net income for the year 71,134,002     50,157,772  
               
    Adjustments to reconcile net income to net cash          
    provided by operating activities:          
    Depreciation 15,629,116     16,991,900  
    Amortization of deferred finance charges 474,039     —  
    Non – cash lease expense 62,609     71,237  
    Share based compensation 2,434,855     3,397,082  
    Impairment loss 8,996,023     —  
    Net gain on sale of vessel – related party (8,182,777 )   —  
    Net loss on sale of vessel —     1,589,702  
    Unrealized foreign exchange (gain)/loss on time deposits (426,040 )   1,983,810  
    Dividend income from related party (404,167 )   —  
               
    Changes in operating assets and liabilities:          
    (Increase)/decrease in          
    Trade and other receivables (6,477,912 )   42,730  
    Other current assets (62,771 )   (349,996 )
    Inventories (1,908,513 )   (15,233 )
    Changes in operating lease liabilities (62,609 )   (71,237 )
    Advances and prepayments (181,990 )   (88,625 )
    Due from related parties (2,940,967 )   2,206,821  
    Increase/(decrease) in          
    Trade accounts payable 118,523     (2,173,926 )
    Due to related parties —     3,091,759  
    Accrued liabilities 1,383,841     361,520  
    Deferred income (54,903 )   500,110  
    Net cash provided by operating activities 79,530,359     77,695,426  
               
    Cash flows from investing activities          
    Dividends income received 241,667     —  
    Proceeds from sale of vessel, net 3,865,890     41,153,578  
    Acquisition and improvement of vessels (28,145,103 )   (74,672,266 )
    Increase in bank time deposits (167,501,480 )   (247,603,451 )
    Maturity of bank time deposits 203,827,710     150,770,970  
    Proceeds from seller financing —     35,700,000  
    Net cash provided by/(used in) investing activities 12,288,684     (94,651,169 )
               
    Cash flows from financing activities          
    Proceeds from exercise of stock options —     475,000  
    Proceeds from equity offerings 29,070,586     —  
    Proceeds from warrants exercise —     8,600,000  
    Stock issuance costs (1,492,817 )   —  
    Issuance costs on warrants exercise —     (22,178 )
    Stock repurchase (5,885,727 )   (2,504,498 )
    Warrants repurchase (1,521,738 )   —  
    Dividends paid on preferred shares (2,130,254 )   (1,736,562 )
    Loan repayments (70,438,500 )   —  
    Cash retained by C3is Inc. at spin-off (5,000,000 )   —  
    Net cash (used in)/provided by financing activities (57,398,450 )   4,811,762  
               
    Net increase/(decrease) in cash and cash equivalents 34,420,593     (12,143,981 )
    Cash and cash equivalents at beginning of year 57,506,919     91,927,512  
    Cash and cash equivalents at end of year 91,927,512     79,783,531  
    Cash breakdown          
    Cash and cash equivalents 91,927,512     79,783,531  
    Total cash and cash equivalents shown in the statements of cash flows 91,927,512     79,783,531  
               

    The MIL Network –

    February 14, 2025
  • MIL-OSI: The Now Corporation (OTC: NWPN) Reduces Debt by $5 Million in Exchange for Off-Road EV Design and Announces Website Revamp

    Source: GlobeNewswire (MIL-OSI)

    Key Points:

    Financial Strength & Debt Reduction

    • Debt Reduction of $5 Million: The Now Corporation (OTC: NWPN) has significantly improved its financial position by reducing $5 million in convertible debt.
    • Strategic Agreement with Medican Enterprises Inc.: Debt was exchanged for the research, development, and design of an advanced off-road electric vehicle.

    Off-Road EV Innovation

    • Cutting-Edge Electric Vehicle Development: The new EV will feature a quad-motor configuration, solid-state battery technology, adjustable air suspension (24 inches of clearance), and superior off-road capabilities.
    • Green Rain Solar’s Expertise: The Now Corporation’s subsidiary, Green Rain Solar Inc., will lead the R&D, leveraging its strength in renewable energy and battery management.

    Profit-Sharing Partnership

    • 50/50 Revenue Split: Medican Enterprises Inc. retains ownership of the brand and IP, while The Now Corporation leads development. Net profits from commercial sales will be split evenly.

    Corporate Digital Expansion

    • Website Revamp & Enhanced Online Presence: The Now Corporation is launching a fully redesigned corporate website (www.greenrainenergy.com) within 24 hours to provide investors and stakeholders with streamlined access to company updates.

    Strategic Vision & Industry Impact

    • Commitment to Renewable Energy & EV Technologies: The Now Corporation aims to revolutionize off-road EVs by integrating solar-powered innovations and sustainable energy solutions through Green Rain Solar.
    • Market Leadership in Urban & Grid-Connected Solar Solutions: The company specializes in urban rooftop solar installations and advanced battery storage for high-energy-cost regions.

    PASADENA, Calif., Feb. 13, 2025 (GLOBE NEWSWIRE) — The Now Corporation (OTC: NWPN) (“Now” or the “Company”) is pleased to announce a significant improvement in its financial position by reducing its outstanding debt by $5 million. This milestone has been achieved through a strategic agreement with Medican Enterprises Inc. (“Medican”), further strengthening the Company’s commitment to innovation in the renewable energy and electric vehicle (EV) sectors.

    Under the terms of the agreement, The Now Corporation has exchanged $5 million of convertible debt in consideration for the research, development, and design of an advanced off-road electric vehicle. This cutting-edge EV is being engineered to surpass current market offerings, featuring a quad-motor configuration, solid-state battery technology, an adjustable air suspension system with up to 24 inches of clearance, and superior off-road capabilities designed for extreme terrains.

    Green Rain Solar: Powering the Future of EV Innovation

    The Now Corporation, through its wholly owned subsidiary Green Rain Solar Inc., possesses the technical expertise and experienced engineering team necessary to complete the design of this state-of-the-art off-road EV. Green Rain Solar is an industry leader in sustainable energy solutions, specializing in solar-powered innovations and energy grid integration. The subsidiary’s deep-rooted knowledge in advanced energy storage, battery management systems, and renewable power applications positions The Now Corporation as a formidable player in the electric mobility space.

    “The completion of this agreement strengthens our balance sheet while positioning The Now Corporation as an innovator in the off-road EV market,” said Alfredo Papadakis, CEO of The Now Corporation. “Through our subsidiary Green Rain Solar, we have assembled a world-class team with the expertise to bring this revolutionary vehicle to life. This project represents a bold step toward integrating cutting-edge electric vehicle technology with sustainable energy solutions.”

    As part of the agreement, Medican Enterprises Inc. will retain full ownership of the EV’s brand, intellectual property, and proprietary technologies, while The Now Corporation, through Green Rain Solar, will lead the research and development efforts necessary to complete the vehicle’s design.

    Profit-Sharing Agreement:

    Once the off-road EV is fully developed, produced, and commercially sold, all net profits will be equally divided (50%/50%) between The Now Corporation and Medican Enterprises Inc.. This profit-sharing structure ensures that both parties benefit from the success of the vehicle while reinforcing The Now Corporation’s commitment to long-term value creation.

    Corporate Website Revamp: New Online Presence Goes Live

    In addition to this major debt reduction and development initiative, The Now Corporation is excited to announce the full revamp of its corporate website, www.greenrainenergy.com. The newly designed website will provide investors, stakeholders, and customers with enhanced access to information about the Company’s projects, ongoing developments, and strategic vision. The website is scheduled to go live within the next 24 hours.

    A Strong Future for The Now Corporation

    The Now Corporation remains committed to pioneering advancements in renewable energy and electric vehicle technologies. The Company believes that leveraging its expertise through Green Rain Solar will allow it to set new industry standards for sustainable off-road transportation. Additional updates on the EV project and other strategic initiatives will be provided as developments progress.

    About The Now Corporation:

    The Now Corporation (OTC: NWPN) is committed to advancing clean energy solutions through its subsidiary, Green Rain Solar Inc. Green Rain Solar focuses on urban rooftop solar installations and grid-connected power solutions, targeting markets with high energy costs. By combining state-of-the-art solar and battery technologies, The Now Corporation is dedicated to driving innovation and sustainability in the renewable energy sector.

    About Green Rain Solar Inc.:

    Green Rain Solar Inc., a subsidiary of The Now Corporation (OTC: NWPN), is a solar energy utility company specializing in urban solar energy and grid integration. The company develops innovative rooftop solar projects to transform sunlight into grid-connected power, promoting sustainable energy solutions for high-cost urban areas.

    Legal Notice Regarding Forward-Looking Statements

    This press release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the safe harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. This includes the possibility that the business outlined in this press release may not be concluded due to unforeseen technical, installation, permitting, or other challenges. Such forward-looking statements involve risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of The Now Corporation to differ materially from those expressed herein. Except as required under U.S. federal securities laws, The Now Corporation undertakes no obligation to publicly update any forward-looking statements as a result of new information, future events, or otherwise.

    For press inquiries, please contact:
    Michael Cimino
    Michael@pubcopr.com

    The MIL Network –

    February 14, 2025
  • MIL-OSI United Kingdom: Government sets out plans for ‘e-invoicing’ overhaul to cut paperwork

    Source: United Kingdom – Government Statements

    Government consultation on electronic invoicing launched

    • Government launches 12-week e-invoicing consultation on plans to cut paperwork for businesses and help improve productivity.
    • Proposals expected to save businesses time and money and speed up payments, creating the conditions to grow the economy, part of the Prime Minister’s Plan for Change.
    • Will help businesses get tax right first time with fewer invoicing and VAT return errors.
    • UK stakeholders and businesses urged to comment.

    UK businesses are, for the first time, being invited to have their say on the government’s electronic invoicing (e-invoicing) proposals.

    E-invoicing is the digital exchange of invoice information directly between buyers and suppliers. It could help businesses get their tax right first time, reduce invoicing and data errors, improve the accuracy of VAT returns, help close the tax gap and save time and money. It usually results in faster business to business payments, leading to improved cash flow and less paperwork.

    This will help cut down time and resources businesses spend managing their tax affairs so they can be more productive. It forms part of the Prime Minister’s Plan for Change for a tax system that supports economic growth.

    Examples of where e-invoicing has improved cash flow include:

    • Australian Government agencies who are paying their suppliers within 5 days compared to 20 days for other forms of invoices.
    • a UK NHS trust where e-invoices are ready for processing within 24 hours, compared to 10 days under paper invoicing. Their e-invoices are typically paid almost twice as quickly than paper invoices, with supplier queries reduced by an average of 15%.

    Examples of the wider benefits to business of e-invoicing are highlighted by software providers:

    • Xero see e-invoicing as the next digital revolution for small firms, simplifying how businesses invoice customers and get paid faster. Firms will save money on chasing payments, improve cash flow and reduce fraud risks.
    • a published business research report from Sage* shows that e-invoicing streamlines routine tasks like data entry and tax filing, driving annual productivity gains of around 3% in the UK, supporting the government’s broader growth agenda.

    The 12-week consultation ‘Promoting electronic invoicing across UK businesses and the public sector’ was published today (13 February 2025) by HM Revenue and Customs (HMRC) and the Department for Business and Trade (DBT). The deadline for comment is 7 May 2025.

    James Murray, Exchequer Secretary to the Treasury said:

    As part of the Prime Minister’s Plan for Change, we have begun our work to transform the UK’s tax system into one that is focused on helping businesses and the economy to grow.

    E-invoicing simplifies processes, reduces errors and helps businesses to get paid faster. By cutting paperwork and freeing up valuable time and money, it will help improve firms’ productivity and their ability to grow and succeed.

    Gareth Thomas, Minister for Services, Small Business and Exports, said:

    Small businesses are at the heart of our economy and vital to our growth mission. The potential of digitising taxes, speeding up payments and streamlining administrative tasks will provide real benefits to the economy, supporting smaller firms and boosting growth.

    This is why we want to make sure e-invoicing works for SMEs, because cash flow can make all the difference between staying afloat or going under.

    The consultation applies to business invoicing. It will gather views on standardising e-invoicing and how to increase its adoption across UK businesses and the public sector. It also explores how different e-invoicing models could align a business with their customers’ businesses. People can take part whether or not they currently use e-invoicing.

    HMRC and the DBT want to hear the opinions of self-employed people, businesses of all sizes, representative and industry bodies, charities and public sector organisations.

    Topics that the government is interested in exploring include:

    • different models of e-invoicing
    • whether to take a mandated or voluntary approach to e-invoicing, and what scope of mandate might be most appropriate in the UK and for businesses
    • whether e-invoicing should be complemented by real time digital reporting.

    The government will also engage with a broad range of businesses and interested stakeholders to secure their views at various events, including face-to-face discussions.

    Exchequer Secretary to the Treasury, James Murray, will host a business round table at the Darlington Economic Campus and Government Hub this afternoon (13 February 2025), where he and Business and Trade Minister, Gareth Thomas, will discuss the consultation and listen to the opinions of industry bodies, regional stakeholders and local businesses in the North East.

    It follows a visit earlier in the day by James Murray MP to software developer Sage’s Newcastle headquarters, where he met with accountants to discuss government support for small businesses and how HMRC is working to deliver its priorities. Sage is one of the providers of software for HMRC’s Making Tax Digital (MTD) programme. A full list of software providers for MTD can be found on GOV.UK.

    Further Information

    The consultation ‘Promoting electronic invoicing across UK businesses and the public sector’ is available on GOV.UK.

    A Welsh language version is available on request.

    The consultation will run for 12 weeks from Thursday 13 February to Wednesday 7 May 2025.

    E-invoicing technology has been in use for more than 20 years and an increasing number of countries require businesses to use e-invoices for at least some transactions. There is global recognition for standards in enabling e-invoicing, particularly in international trade. Around 130 countries have or are in the process of implementing e-invoicing structures and standards (including data they should include and their format).

    ‘Failure to take reasonable care’ and ‘error’ accounted for 22% of the VAT tax gap in the 2022 to 2023 tax year. Industry research** shows that 80% of businesses globally manually enter their supplier invoice data into their accounting system, typically around 10% of entered data has some form of error. Adopting e-invoicing can automate this data entry and reduce opportunities for error.

    HMRC and the DBT want to understand how differing approaches may integrate with current business systems. This will support development of a UK approach to e-invoicing that improves business productivity by reducing admin burdens and helping businesses to get their tax right. There will be no immediate change in response to this consultation and responses will be used to inform future decision-making.

    Enquiries about the consultation and responses to it should be sent to: einvoicingconsultation@hmrc.gov.uk or by clicking a link in the consultation document.

    People interested in joining business round tables and other events to contribute to future e-invoicing policy development can contact: einvoicingengagement@hmrc.gov.uk

    A future e-invoicing consultation was announced by the Chancellor of the Exchequer, Rachel Reeves, on 23 September 2024 in a package of reforms to improve the UK’s tax system.

    This was confirmed for ‘early 2025’ in the Autumn Budget on 30 October 2024.

    The published studies as referenced are: *’E-invoicing: Paving the way to a Connected, Real-time Economy’ (Sage)/ **’Billentis – The Global E-invoicing and Tax Compliance Report’

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    Updates to this page

    Published 13 February 2025

    MIL OSI United Kingdom –

    February 14, 2025
  • MIL-OSI USA: 2025-23 DEPARTMENT OF THE ATTORNEY GENERAL HOSTS FIRST EVER ONLINE ASSET FORFEITURE AUCTION

    Source: US State of Hawaii

    2025-23 DEPARTMENT OF THE ATTORNEY GENERAL HOSTS FIRST EVER ONLINE ASSET FORFEITURE AUCTION

    Posted on Feb 12, 2025 in Latest Department News, Newsroom

    STATE OF HAWAIʻI

    KA MOKU ʻĀINA O HAWAIʻI

     

    DEPARTMENT OF THE ATTORNEY GENERAL

    KA ʻOIHANA O KA LOIO KUHINA

     

    JOSH GREEN, M.D.
    GOVERNOR

    KE KIAʻĀINA

     

    ANNE LOPEZ

    ATTORNEY GENERAL

    LOIO KUHINA

    DEPARTMENT OF THE ATTORNEY GENERAL HOSTS FIRST EVER ONLINE ASSET FORFEITURE AUCTION

    News Release 2025-23

    FOR IMMEDIATE RELEASE                                               

    February 12, 2025

    HONOLULU –The Department of the Attorney General, Civil Recoveries Division’s Asset Forfeiture Program is conducting a live, online auction beginning February 18. It is the first time Hawaiʻi is staging an online auction for this program.

    “Prior to the COVID pandemic, we previously held live auctions quarterly at the Blaisdell Center,” said Asset Forfeiture Program Manager Kern Nishioka. “While online auctions are not a new idea, the launch of our auction website is a first for our office.”

    The initial selection is primarily cars and trucks. Other items for sale include a commercial fishing boat and trailer, and Morgan silver dollar coins. The department’s Auction Items Preview page has a list of the cars, trucks and SUVs that will be featured in the upcoming live online auction.

    The first items will go live on the department’s online auction page starting at 3 p.m. on February 18. Listings will be added as they become available. Auction closure dates will vary between items.

    To participate in the online auction, a free eHawaii.gov account is required. Participants must be 18 and over. To register, and for more information on the requirements/restrictions and how to place bids, go to the department’s online auction page as well as the Department of the Attorney General’s Asset Forfeiture Program page. 

    The proceeds generated from auctions are used to fund law enforcement activities such as training and equipment, as well as to support program expenses.

    # # #

     

    Access to the Auction Car Dropbox video album is here – Auction Cars Video

     

    Media contacts:

    Dave Day

    Special Assistant to the Attorney General

    Office: 808-586-1284                                                  

    Email: [email protected]        

    Web: http://ag.hawaii.gov

    Toni Schwartz

    Public Information Officer

    Hawai‘i Department of the Attorney General

    Office: 808-586-1252

    Cell: 808-379-9249

    Email: [email protected] 

    Web: http://ag.hawaii.gov

    MIL OSI USA News –

    February 14, 2025
  • MIL-OSI: Calian Reports Results for the First Quarter

    Source: GlobeNewswire (MIL-OSI)

    (All amounts in release are in Canadian dollars)

    OTTAWA, Ontario, Feb. 13, 2025 (GLOBE NEWSWIRE) — Calian® Group Ltd. (TSX:CGY), a diverse products and services company providing innovative healthcare, communications, learning and cybersecurity solutions, today released its results for the first quarter ended December 31, 2024.

    Q1-25 Highlights:

    • Revenue up 3% to $185 million
    • Gross margin at 31.8%, slightly down from 32.5% last year
    • Adjusted EBITDA1 of $18 million, down from $21 million last year
    • Operating free cash flow1 of $13 million, down from $17 million last year
    • Net debt to adjusted EBITDA1 ratio of 0.6x
    • Repurchased 101,350 shares in consideration of $4.9 million
    • Guidance reiterated
    • Announced new U.S. subsidiary to focus on U.S. government and defence
       
    Financial Highlights Three months ended
    (in millions of $, except per share & margins) December  31,
      2024   20232   %
    Revenue 185.0   179.2   3 %
    Adjusted EBITDA1 17.8   21.4   (17) %
    Adjusted EBITDA %1 9.6 % 11.9 % (230)bps
    Adjusted Net Profit1 10.5   14.0   (25) %
    Adjusted EPS Diluted1 0.88   1.17   (25) %
    Operating Free Cash Flow1 13.1   17.2   (24) %
           
           

    1 This is a non-GAAP measure. Please refer to the section “Reconciliation of non-GAAP measures to most comparable IFRS measures” at the end of this press release.
    2 Certain comparative figures have been reclassified to align with the current year’s presentation. For more information, please see the selected consolidated financial information section of the management discussion and analysis.

    Access the full report on the Calian Financials web page.
    Register for the conference call on Thursday, February 13, 2025, 8:30 a.m. Eastern Time.

    “We closed the quarter as expected and are seeing positive momentum across our diverse end markets, while continuing to benefit from the strong contributions of our recent acquisitions in UK, the U.S. and Canada,” said Kevin Ford, Calian CEO. “The accelerating global demand for defence solutions positions Calian’s expanding footprint to play a critical role in the years ahead. Additionally, discussions among Canadian leaders about increasing military investment and accelerating initiatives are a welcome development. We remain on track to deliver another record year and are making progress against our long-term objectives.”

    First Quarter Results

    Revenues increased 3%, from $179 million to $185 million, representing the highest first quarter revenue on record. Acquisitive growth was 8% and was generated by the acquisitions of Decisive Group, the nuclear assets from MDA Ltd and Mabway. Organic growth was down 5%, as growth generated in global Defence was offset by declines in the pace of domestic Defence training and delays in large projects in its Space and IT infrastructure markets.

    Gross margin stood at 31.8% and represents the 11th quarter above the 30% mark. Adjusted EBITDA1 stood at $18 million, down 17% from $21 million last year, primarily impacted by revenue mix and increased investments in our sales and delivery capacity. As a result, adjusted EBITDA1 margin decreased to 9.6%, from 11.9% last year.

    Net profit stood at $(1) million, or $(0.08) per diluted share, down from $6 million, or $0.46 per diluted share last year. This decrease in profitability is primarily due to increases in accounting charges related to amortization and deemed compensation expenses from acquisitions as well as increased operating expenses, which was offset by higher gross profit. Adjusted net profit1 was $10 million, or $0.88 per diluted share, down from $14 million, or $1.17 per diluted share last year.

    Liquidity and Capital Resources

    “In the first quarter we generated $13 million in operating free cash flow1, representing a 73% conversion rate from adjusted EBITDA1,” said Patrick Houston, Calian CFO. “We used our cash and a portion of our credit facility to pay contingent earn out liabilities for $11 million and make capital expenditure investments for $1 million. We also provided a return to shareholders in the form of dividends for $3 million and share buybacks for $5 million. We ended the quarter with a net debt to adjusted EBITDA1 ratio of 0.6x, well-positioned to pursue our growth objectives,” concluded Mr. Houston.

    Normal Course Issuer Bid

    In the three-month period ended December 31, 2024, the Company repurchased 101,350 shares for cancellation in consideration of $4.9 million.

    Announced U.S. Subsidiary to Focus on U.S. Government and Defence

    On December 4, 2024, Calian announced the launch of an independent U.S.-focused subsidiary, Calian US, Inc. It is committed to securing U.S. government contracts by ensuring full compliance with all relevant regulations. To facilitate this, Calian US will be established as an independent subsidiary and will pursue the necessary certifications to operate effectively within the U.S. market.

    Quarterly Dividend

    On February 12, 2025, Calian declared a quarterly dividend of $0.28 per share. The dividend is payable March 12, 2025, to shareholders of record as of February 26, 2025. Dividends paid by the Company are considered “eligible dividend” for tax purposes.

    Guidance Reiterated

    The table below presents the FY25 guidance based on the new definition of adjusted EBITDA.

      Guidance for the year ended September 30, 2025 FY24 Results   YOY Growth at Midpoint
    (in thousands of $) Low   Midpoint   High    
    Revenue 800,000   840,000   880,000   746,611   12 %
    Adj. EBITDA1 96,000   101,000   106,000   92,159   10 %
                       
                       

    This guidance includes the full-year contribution from the Decisive Group acquisition, closed on December 1, 2023, the nuclear asset acquisition from MDA Ltd., closed on March 5, 2024 and the Mabway acquisition, closed on May 9, 2024. It does not include any other further acquisitions that may close within the fiscal year. The guidance reflects another record year for the Company and positions it well to achieve its long-term growth targets.

    At the midpoint of the range, this guidance reflects revenue and adjusted EBITDA1 growth of 12% and 10%, respectively, and an adjusted EBITDA1 margin of 12.0%. It would represent the 8th consecutive year of double-digit revenue growth and record revenue and adjusted EBITDA1 levels.

    About Calian

    www.calian.com

    We keep the world moving forward. Calian® helps people communicate, innovate, learn and lead safe and healthy lives. Every day, our employees live our values of customer commitment, integrity, innovation, respect and teamwork to engineer reliable solutions that solve complex challenges. That’s Confidence. Engineered. A stable and growing 40-year company, we are headquartered in Ottawa with offices and projects spanning North American, European and international markets. Visit calian.com to learn about innovative healthcare, communications, learning and cybersecurity solutions.

    Product or service names mentioned herein may be the trademarks of their respective owners. 

    Media inquiries:
    media@calian.com
    613-599-8600

    Investor Relations inquiries:
    ir@calian.com

    —————————————————————————–
    DISCLAIMER

    Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as “intend”, “anticipate”, “believe”, “estimate”, “expect” or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company’s most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.

    Calian · Head Office · 770 Palladium Drive · Ottawa · Ontario · Canada · K2V 1C8
    Tel: 613.599.8600 · Fax: 613-592-3664 · General info email: info@calian.com

    CALIAN GROUP LTD.
    UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
    As at December 31, 2024 and September 30, 2024
    (Canadian dollars in thousands, except per share data)
                   
      December 31,   September 30,
      2024   2024
    ASSETS              
    CURRENT ASSETS              
    Cash and cash equivalents $ 61,040     $ 51,788  
    Accounts receivable   157,542       157,376  
    Work in process   20,205       20,437  
    Inventory   29,442       23,199  
    Prepaid expenses   23,805       23,978  
    Derivative assets   31       32  
    Total current assets   292,065       276,810  
    NON-CURRENT ASSETS              
    Property, plant and equipment   41,234       40,962  
    Right of use assets   41,746       36,383  
    Prepaid expenses   7,157       7,820  
    Deferred tax asset   3,376       3,425  
    Investments   3,875       3,875  
    Acquired intangible assets   123,297       128,253  
    Goodwill   213,925       210,392  
    Total non-current assets   434,610       431,110  
    TOTAL ASSETS $ 726,675     $ 707,920  
    LIABILITIES AND SHAREHOLDERS’ EQUITY              
    CURRENT LIABILITIES              
    Accounts payable and accrued liabilities $ 123,945     $ 124,884  
    Provisions   2,454       3,075  
    Unearned contract revenue   40,263       41,723  
    Lease obligations   5,556       5,645  
    Contingent earn-out   29,709       39,136  
    Derivative liabilities   169       92  
    Total current liabilities   202,096       214,555  
    NON-CURRENT LIABILITIES              
    Debt facility   115,750       89,750  
    Lease obligations   39,425       33,798  
    Unearned contract revenue   17,256       14,503  
    Contingent earn-out   2,773       2,697  
    Deferred tax liabilities   23,738       25,862  
    Total non-current liabilities   198,942       166,610  
    TOTAL LIABILITIES   401,038       381,165  
                   
    SHAREHOLDERS’ EQUITY              
    Issued capital   227,561       225,747  
    Contributed surplus   4,555       6,019  
    Retained earnings   84,038       91,268  
    Accumulated other comprehensive income (loss)   9,483       3,721  
    TOTAL SHAREHOLDERS’ EQUITY   325,637       326,755  
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 726,675     $ 707,920  
    Number of common shares issued and outstanding   11,765,055       11,802,364  
    CALIAN GROUP LTD.
    UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF NET PROFIT
    For the three months ended December 31, 2024 and 2023
    (Canadian dollars in thousands, except per share data)
           
      Three months ended
      December  31,
      2024     2023
    Revenue $ 185,047     $ 179,179  
    Cost of revenues   126,246       120,961  
    Gross profit   58,801       58,218  
           
    Selling, general and administrative   38,105       34,145  
    Research and development   2,896       2,719  
    Share based compensation   1,091       1,190  
    Profit before under noted items   16,709       20,164  
           
    Restructuring expense   692       —  
    Depreciation and amortization   11,540       9,006  
    Mergers and acquisition costs   2,320       1,980  
    Profit before interest income and income tax expense   2,157       9,178  
           
    Interest expense   1,783       1,547  
    Income tax expense   1,350       2,106  
    NET PROFIT (LOSS) $ (976)     $ 5,525  
           
    Net profit (loss) per share:      
    Basic $ (0.08)     $ 0.47  
    Diluted $ (0.08)     $ 0.46  
    CALIAN GROUP LTD.
    UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the three months ended December 31, 2024 and 2023
    (Canadian dollars in thousands)
               
      Three months ended
      December 31,
        2024       2023  
    CASH FLOWS GENERATED FROM (USED IN) OPERATING ACTIVITIES          
    Net profit $ (976 )   $ 5,525  
    Items not affecting cash:          
    Interest expense   1,295       1,098  
    Changes in fair value related to contingent earn-out   558       726  
    Lease obligations interest expense   488       449  
    Income tax expense   1,350       2,106  
    Employee share purchase plan expense   174       162  
    Share based compensation expense   917       1,013  
    Depreciation and amortization   11,540       9,006  
    Deemed compensation   1,563       604  
        16,909       20,689  
    Change in non-cash working capital          
    Accounts receivable   (167 )     (11,189 )
    Work in process   232       (898 )
    Prepaid expenses and other   (2,739 )     (74 )
    Inventory   (6,241 )     (2,590 )
    Accounts payable and accrued liabilities   (858 )     15,516  
    Unearned contract revenue   1,294       206  
        8,430       21,660  
    Interest paid   (1,783 )     (1,547 )
    Income tax paid   (2,265 )     (2,575 )
        4,382       17,538  
    CASH FLOWS GENERATED FROM (USED IN) FINANCING ACTIVITIES          
    Issuance of common shares net of costs   881       694  
    Dividends   (3,292 )     (3,314 )
    Draw on debt facility   26,000       56,000  
    Payment of lease obligations   (1,442 )     (1,171 )
    Repurchase of common shares   (4,926 )     (1,357 )
        17,221       50,852  
    CASH FLOWS USED IN INVESTING ACTIVITIES          
    Business acquisitions   (11,215 )     (47,457 )
    Property, plant and equipment   (1,136 )     (2,400 )
        (12,351 )     (49,857 )
               
    NET CASH INFLOW (OUTFLOW) $ 9,252     $ 18,533  
    CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   51,788       33,734  
    CASH AND CASH EQUIVALENTS, END OF PERIOD $ 61,040     $ 52,267  
                   

    Reconciliation of Non-GAAP Measures to Most Comparable IFRS Measures

    These non-GAAP measures are mainly derived from the consolidated financial statements, but do not have a standardized meaning prescribed by IFRS; therefore, others using these terms may calculate them differently. The exclusion of certain items from non-GAAP performance measures does not imply that these are necessarily nonrecurring. From time to time, we may exclude additional items if we believe doing so would result in a more transparent and comparable disclosure. Other entities may define the above measures differently than we do. In those cases, it may be difficult to use similarly named non-GAAP measures of other entities to compare performance of those entities to the Company’s performance.

    Management believes that providing certain non-GAAP performance measures, in addition to IFRS measures, provides users of the Company’s financial reports with enhanced understanding of the Company’s results and related trends and increases transparency and clarity into the core results of the business. Adjusted EBITDA excludes items that do not reflect, in our opinion, the Company’s core performance and helps users of our MD&A to better analyze our results, enabling comparability of our results from one period to another.

    Adjusted EBITDA

         
        Three months ended
        December 31,
        2024       20231  
    Net profit $ (976 )   $ 5,525  
    Share based compensation   1,091       1,190  
    Restructuring expense   692       —  
    Depreciation and amortization   11,540       9,006  
    Mergers and acquisition costs   2,320       1,980  
    Interest expense   1,783       1,547  
    Income tax   1,350       2,106  
    Adjusted EBITDA $ 17,800     $ 21,354  
                   

    Adjusted Net Profit and Adjusted EPS

         
        Three months ended
        December 31,
        2024       20231  
    Net profit $ (976 )   $ 5,525  
    Share based compensation   1,091       1,190  
    Restructuring expense   692       —  
    Mergers and acquisition costs   2,320       1,980  
    Amortization of intangibles   7,334       5,325  
    Adjusted net profit   10,461       14,020  
    Weighted average number of common shares basic   11,773,465       11,812,574  
    Adjusted EPS Basic   0.89       1.19  
     Adjusted EPS Diluted $ 0.88     $ 1.17  
                   

    Operating Free Cash Flow

         
        Three months ended
        December 31,
        2024       20231  
    Cash flows generated from operating activities (free cash flow) $ 4,382     $ 17,538  
    Adjustments:          
    M&A costs included in operating activities   199       650  
    Change in non-cash working capital   8,479       (971)  
    Operating free cash flow $ 13,060     $ 17,217  
    Operating free cash flow per share – basic   1.11       1.46  
    Operating free cash flow per share – diluted   1.10       1.44  
    Operating free cash flow conversion   73 %     81 %
                   

    Net Debt to Adjusted EBITDA

       
       
      December 31,     September 30,
        2024       20231  
    Cash $ 61,040     $ 52,267  
    Debt facility   115,750       93,750  
    Net debt (net cash)   54,710       41,483  
    Trailing twelve month adjusted EBITDA   88,602       65,987  
    Net debt to adjusted EBITDA   0.6       0.6  
                   

    Operating free cash flow measures the company’s cash profitability after required capital spending when excluding working capital changes. The Company’s ability to convert adjusted EBITDA to operating free cash flow is critical for the long term success of its strategic growth. These measurements better align the reporting of our results and improve comparability against our peers. We believe that securities analysts, investors and other interested parties frequently use non-GAAP measures in the evaluation of issuers. Management also uses non-GAAP measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. Non-GAAP measures should not be considered a substitute for or be considered in isolation from measures prepared in accordance with IFRS. Investors are encouraged to review our financial statements and disclosures in their entirety and are cautioned not to put undue reliance on non-GAAP measures and view them in conjunction with the most comparable IFRS financial measures. The Company has reconciled adjusted profit to the most comparable IFRS financial measure as shown above.

    The MIL Network –

    February 14, 2025
  • MIL-OSI Asia-Pac: THE STATUS OF IMPLEMENTATION OF THE NATIONAL ELECTRIC MOBILITY MISSION PLAN

    Source: Government of India (2)

    Posted On: 13 FEB 2025 5:08PM by PIB Delhi

    The National Electric Mobility Mission Plan (NEMMP) 2020 provides a roadmap for the adoption and manufacturing of electric vehicles in India, aiming to enhance national fuel security and promote environmentally friendly transportation. As part of NEMMP 2020, the Ministry of Heavy Industries (MHI) implemented the Faster Adoption and Manufacturing of (Hybrid &) Electric Vehicles in India (FAME India) Scheme in 2015 to promote the adoption of electric/hybrid vehicles.

    1. Phase-I was implemented up to 31 March 2019 with a budget of ₹895 crore.
    2. Phase-II was implemented for five years from 1 April 2019, with an outlay of ₹11,500 crore.

    Further, MHI is implementing the following schemes on pan-India basis to strengthen electric vehicle (EV) ecosystem and accelerate adoption of electric vehicle in the country.

    1. Production Linked Incentive (PLI) Scheme for Automobile and Auto Component Industry in India (PLI-Auto): The Government approved this scheme on 23rd September 2021 for Automobile and Auto Component Industry in India for enhancing India’s manufacturing capabilities for advanced automotive technology (AAT) products with a budgetary outlay of ₹25,938 Crore. The scheme proposes financial incentives to boost domestic manufacturing of AAT products with minimum 50% Domestic Value Addition (DVA) and attract investments in the automotive manufacturing value chain.
    2. PLI Scheme for Advanced Chemistry Cell (ACC): The Government on 12th May, 2021 approved PLI Scheme for manufacturing of ACC in the country with a budgetary outlay of Rs.18,100 crore. The scheme aims to establish a competitive domestic manufacturing ecosystem for 50 GWh of ACC batteries.
    3. PM Electric Drive Revolution in Innovative Vehicle Enhancement (PM E-DRIVE) Scheme: This scheme with an outlay of Rs.10,900 crore was notified on 29th September 2024. It is a two-year scheme which aims to support electric vehicles including e-2W, e-3W, e-Trucks, e-buses, e-Ambulances, EV public charging stations and upgradation of testing agencies.
    4. PM e-Bus Sewa-Payment Security Mechanism (PSM) Scheme: This Scheme notified on 28.10.2024, has an outlay of Rs.3,435.33 crore and aims to support deployment of more than 38,000 electric buses. The objective of scheme is to provide payment security to e-bus operators in case of default by Public Transport Authorities (PTAs).
    5. Scheme for Promotion of Manufacturing of Electric Passenger Cars in India (SPMEPCI) was notified on 15th March 2024 to promote the manufacturing of electric cars in India. This requires applicants to invest a minimum of Rs.4150 crore and to achieve a minimum DVA of 25% at the end of the third year and DVA of 50% at the end of the fifth year.

    Other Ministries of the Government of India are also taking initiatives to promote EVs such as:

    1. Road Tax Exemption: States are advised to waive road tax on EVs to reduce their initial cost.
    2. Green License Plates: Battery-operated vehicles are given green license plates and are exempted from permit requirements.

    The progress in developing necessary infrastructure for EVs, such as nation-wide charging stations is detailed below:

    1. Under Phase II of the FAME India Scheme, ₹1,000 crore was allocated for the development of charging infrastructure. MHI sanctioned ₹800 crore as capital subsidy to Oil Marketing Companies (OMCs) for establishing 7,432 public EV charging stations. Further, in March 2024, MHI sanctioned an additional ₹73.50 crore under FAME II to OMCs for upgrading 980 public fast charging stations by installing new chargers across the country. Subsidy of ₹51.45 crore has already been released to OMCs. In addition, 400 charging stations have also been sanctioned which were allotted through EOI to other entities in various states. Further, as per the information received from the Ministry of Petroleum & Natural Gas, as of 01.01.2025, OMCs have installed 4,523 number of EVCS at their Retails Outlets (ROs) under FAME-II Scheme out of which 251 EVCS have been energized. In addition to this, OMCs have set up 20,035 EVCS at their Retail outlet from their own funds as per details provided at Annexure.
    2. PM Electric Drive Revolution in Innovative Vehicle Enhancement (PM E-DRIVE) Scheme: Under this scheme, ₹2,000 crore has been allocated for installation of EV Public Charging Stations (PCS).
    3. Ministry of Power has issued “Guidelines for Installation and Operation of Electric Vehicle Charging Infrastructure-2024”, dated 17.09.2024. These guidelines outline standards and protocols to create connected & interoperable EV charging infrastructure network, which includes Battery Swapping/Charging stations. The salient features of the guidelines are as follows:
    1.  Setting up of Charging Stations declared as a delicensed activity.
    2. DISCOMs to provide electricity connections up to 150 kW with expedited timelines and clear Standard Operating Procedure (SOP) to charging stations.
    3. Public land offered to Government/Public entity on a revenue-sharing model at Rs.1.0/ kWh for 10 years; and public land allocation to private entities via bidding with the same floor price (i.e. Rs.1.0 / kWh).
    4. Public tendering involving government land for setting up of charging station shall be technology agnostic.
    5. State Governments to ensure necessary permissions for round the clock operations.
    6. Provision of a single-part tariff capped at Average Cost of Supply (ACoS) till 31.03.2028, with a 30% discount during solar hours and a 30% surcharge during non-solar hours.
    7. Operators to provide data for mapping of charging stations on EV Yatra portal.

     

    1.  Green Energy Open Access Rules, 2022: The Ministry of Power notified these rules to accelerate renewable energy adoption, ensuring access to affordable and reliable green energy.
    2. Amendment of Model Building Bye-Laws: The Ministry of Housing and Urban Affairs has amended building bye-laws to include charging stations in private and commercial buildings.

    This information was given by the Minister of State for Steel and Heavy Industries, Shri Bhupathiraju Srinivasa Varma in a written reply in the Rajya Sabha.

    *****

    TPJ/NJ

    -4-

                ANNEXURE

    Details of EVCS installed / energized by PSU OMCs in States / UTs

    S. N.

    State/ UTs

    EV Charging Stations under FAME-II Subsidy Scheme

    Total No. of EV charging stations installed by OMCs from their own funds as on 01.01.2025

    No. of EV Charger installed as on 01.01.2025

    No. of EV Charging Stations energized as on 01.01.2025

     

    1

    Andaman & Nicobar

    0

    0

    6

    2

    Andhra Pradesh

    354

    20

    912

    3

    Arunachal Pradesh

    2

    0

    52

    4

    Assam

    83

    2

    448

    5

    Bihar

    58

    2

    517

    6

    Chandigarh

    0

    0

    23

    7

    Chhattisgarh

    30

    1

    498

    8

    Delhi

    41

    5

    316

    9

    Goa

    9

    0

    70

    10

    Gujarat

    312

    50

    1104

    11

    Haryana

    366

    3

    1068

    12

    Himachal Pradesh

    21

    0

    136

    13

    Jammu & Kashmir

    23

    0

    170

    14

    Jharkhand

    116

    0

    349

    15

    Karnataka

    370

    3

    1516

    16

    Kerala

    208

    0

    679

    17

    Ladakh

    0

    0

    11

    18

    Lakshadweep

    0

    0

    1

    19

    Madhya Pradesh

    154

    6

    1114

    20

    Maharashtra

    431

    121

    1595

    21

    Manipur

    8

    0

    57

    22

    Meghalaya

    25

    0

    54

    23

    Mizoram

    2

    0

    16

    24

    Nagaland

    10

    0

    41

    25

    Odisha

    114

    0

    661

    26

    Puducherry

    7

    1

    27

    27

    Punjab

    151

    2

    828

    28

    Rajasthan

    351

    7

    1482

    29

    Sikkim

    1

    0

    12

    30

    Tamil Nadu

    444

    6

    1448

    31

    Telangana

    238

    1

    1051

    32

    Tripura

    1

    0

    55

    33

    Uttar Pradesh

    269

    10

    2561

    34

    UT of Dadar and Nagar Haveli and Daman and Diu

    3

    0

    12

    35

    Uttarakhand

    41

    4

    212

    36

    West Bengal

    280

    7

    933

    TOTAL

    4523

    251

    20035

    *******

    (Release ID: 2102783) Visitor Counter : 60

    MIL OSI Asia Pacific News –

    February 14, 2025
  • MIL-OSI: Brookfield Corporation Reports Record 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Distributable Earnings Before Realizations Increased 15% to a Record $4.9 billion or $3.07 Per Share

    Quarterly Dividend Raised by 13%

    BROOKFIELD, NEWS, Feb. 13, 2025 (GLOBE NEWSWIRE) — Brookfield Corporation (NYSE: BN, TSX: BN) announced record financial results for the year ended December 31, 2024.

    Nick Goodman, President of Brookfield Corporation, said, “We delivered record financial results in 2024, with strong contributions from each of our businesses. Our asset management business had inflows of over $135 billion, our wealth solutions business is now firmly established as a top-tier annuity writer in the U.S., and our operating businesses continue to generate high-quality and stable cash flows.”

    He continued, “We expect the positive momentum in each of our businesses to continue this year. Our access to scale capital remains very strong and with transaction activity expected to pick up throughout 2025, we are well positioned to continue to generate strong growth in our cash flows and intrinsic value.”

    Operating Results

    Distributable earnings (“DE”) before realizations increased by 24% and 15% on a per share basis compared to the prior year periods.

    Unaudited
    For the periods ended December 31
    (US$ millions, except per share amounts)
    Three Months Ended   Years Ended
      2024     2023     2024     2023
    Net income of consolidated business1 $ 101   $ 3,134   $ 1,853   $ 5,105
    Net income attributable to Brookfield shareholders2   432     699     641     1,130
                   
    Distributable earnings before realizations2,3   1,498     1,209     4,871     4,223
    – Per Brookfield share2,3   0.94     0.76     3.07     2.66
                   
    Distributable earnings2,3   1,606     1,312     6,274     4,806
    – Per Brookfield share2,3   1.01     0.83     3.96     3.03

    See endnotes on page 8.

    Total consolidated net income was $101 million in the quarter and $1.9 billion for the year. Distributable earnings before realizations were a record $1.5 billion ($0.94/share) for the quarter and $4.9 billion ($3.07/share) for the year.

    Our asset management business generated a 17% increase in fee-related earnings compared to the prior year quarter, benefiting from strong fundraising momentum and the scaling of its credit platform through strategic partnerships.

    Wealth solutions earnings nearly doubled compared to the prior year, on the back of the acquisition of American Equity Life (“AEL”), organic growth and the attractive returns on our investment portfolio.

    Our operating businesses continue to deliver stable and growing cash flows, underpinned by the strong earnings of our renewable power and transition, infrastructure and private equity businesses and 4% growth in same-store net operating income (“NOI”) from our core real estate portfolio.

    During the quarter and for the year, earnings from realizations were $108 million and $1.4 billion, with total DE for the quarter and for the year of $1.6 billion ($1.01/share) and $6.3 billion ($3.96/share), respectively.

    Regular Dividend Declaration

    The Board declared a 13% increase in the quarterly dividend for Brookfield Corporation to $0.09 per share (representing $0.36 per annum), payable on March 31, 2025 to shareholders of record as at the close of business on March 14, 2025. The Board also declared the regular monthly and quarterly dividends on our preferred shares.

    Operating Highlights

    Distributable earnings before realizations were a record $1.5 billion ($0.94/share) for the quarter and $4.9 billion ($3.07/share) for the year, representing an increase of 24% and 15% on a per share basis over the prior year periods, respectively. Total distributable earnings were $1.6 billion ($1.01/share) for the quarter and $6.3 billion ($3.96/share) for the year.

    Asset Management:

    • DE was $694 million ($0.44/share) in the quarter and $2.6 billion ($1.67/share) for the year.
    • Fee-related earnings grew by 17% compared to the prior year quarter, driven by an 18% increase in fee-bearing capital over the prior year to $539 billion as at December 31, 2024. Total inflows were over $135 billion in 2024.
    • Our latest round of flagship funds have raised approximately $40 billion across our second global transition fund strategy, our fifth opportunistic real estate fund strategy, and our flagship opportunistic credit fund strategy. Heading into 2025, we expect to hold final closes for our latest flagship funds and continue to actively deploy capital, which should contribute to strong earnings growth.

    Wealth Solutions:

    • Distributable operating earnings were $421 million ($0.26/share) in the quarter and $1.4 billion ($0.85/share) for the year.
    • Insurance assets increased to over $120 billion, as we originated approximately $19 billion of retail and institutional annuity sales in 2024. We continue to diversify the business by growing our pension risk transfer capabilities and expanding into new markets. An example of this is the completion of our first reinsurance transaction in the U.K., at $1.3 billion which closed in the fourth quarter.
    • The average investment portfolio yield was 5.4%, 1.8% higher than the average cost of capital. As we continue to rotate the investment portfolio, annualized earnings for the business are well positioned to grow from approximately $1.6 billion today to $2 billion in the near term.
    • We are raising close to $2 billion of retail capital per month via our combined wealth solutions platforms.

    Operating Businesses:

    • DE was $562 million ($0.35/share) in the quarter and $1.6 billion ($1.03/share) for the year.
    • Operating Funds from Operations in our renewable power, transition and infrastructure businesses increased by 10% over the prior year. Our private equity business continues to contribute resilient, high-quality cash flows. Our core real estate portfolio continues to grow its same-store NOI, delivering a 4% increase over the prior year quarter.
    • In our real estate business, we signed close to 27 million square feet of office and retail leases during the year. Rents on the newly signed leases were approximately 35% higher compared to those leases expiring in the fourth quarter. Also during the fourth quarter, our DE benefited from monetizing a land parcel within our North American residential operations.
    • As real estate markets continue to recover in the coming years, we expect earnings and valuations of the business to strengthen.

    Earnings from the monetization of mature assets were $108 million ($0.07/share) for the quarter and $1.4 billion ($0.89/share) for the year.

    • During the year, we closed nearly $40 billion of asset sales at strong returns, which include a portfolio of U.S. manufactured housing assets and several renewable power and infrastructure assets globally. With the pick-up in transaction activity, we expect this momentum to accelerate into 2025.
    • Total accumulated unrealized carried interest was $11.5 billion at year end, representing an increase of 13% over the prior year, net of carried interest realized into income. We recognized approximately $400 million of net realized carried interest into income in 2024, and we expect to realize significant carried interest as we actively monetize assets in the coming years.

    We ended the quarter with a record $160 billion of capital available to deploy into new investments.

    • We have record deployable capital of approximately $160 billion, which includes $68 billion of cash, financial assets and undrawn credit lines at the Corporation, our affiliates and our wealth solutions business.
    • Our balance sheet is robust and remains conservatively capitalized. Our corporate debt at the Corporation has a weighted-average term of 14 years and today we have no maturities through to the end of 2025.
    • Over the year, we returned $1.5 billion to shareholders through regular dividends and share repurchases, with total share buybacks of approximately $1 billion. In 2025 so far, we have repurchased over $200 million of shares.
    • We had an active year in the capital markets. We executed approximately $135 billion of financings, including issuing $700 million of 30-year subordinated notes and a $1 billion, 7-year non-recourse loan to a large institutional partner of ours, the proceeds of which will mainly be directed towards share repurchases.

    CONSOLIDATED BALANCE SHEETS

    Unaudited
    (US$ millions)
      December 31   December 31
        2024     2023
    Assets        
    Cash and cash equivalents   $ 15,051   $ 11,222
    Other financial assets     25,887     28,324
    Accounts receivable and other     40,509     31,001
    Inventory     8,458     11,412
    Equity accounted investments     68,310     59,124
    Investment properties     103,665     124,152
    Property, plant and equipment     153,019     147,617
    Intangible assets     36,072     38,994
    Goodwill     35,730     34,911
    Deferred income tax assets     3,723     3,338
    Total Assets   $ 490,424   $ 490,095
             
    Liabilities and Equity        
    Corporate borrowings   $ 14,232   $ 12,160
    Accounts payable and other     60,223     59,011
    Non-recourse borrowings     220,560     221,550
    Subsidiary equity obligations     4,759     4,145
    Deferred income tax liabilities     25,267     24,987
             
    Equity        
    Non-controlling interests in net assets $ 119,406   $ 122,465  
    Preferred equity   4,103     4,103  
    Common equity   41,874   165,383   41,674   168,242
    Total Equity     165,383     168,242
    Total Liabilities and Equity   $ 490,424   $ 490,095


    CONSOLIDATED STATEMENTS OF OPERATIONS

    Unaudited
    For the periods ended December 31
    (US$ millions, except per share amounts)
    Three Months Ended   Years Ended
      2024       2023       2024       2023  
    Revenues $ 19,426     $ 24,518     $ 86,006     $ 95,924  
    Direct costs1   (11,977 )     (18,168 )     (58,199 )     (72,334 )
    Other income and gains   52       4,256       1,247       6,501  
    Equity accounted income   1,034       429       2,729       2,068  
    Interest expense              
    – Corporate borrowings   (183 )     (142 )     (727 )     (596 )
    – Non-recourse borrowings              
    Same-store   (3,474 )     (3,903 )     (14,889 )     (14,907 )
    Acquisitions, net of dispositions2   (136 )     —       (319 )     —  
    Upfinancings2   (186 )     —       (680 )     —  
    Corporate costs   (20 )     (16 )     (76 )     (69 )
    Fair value changes   (1,759 )     (1,326 )     (2,520 )     (1,396 )
    Depreciation and amortization   (2,417 )     (2,427 )     (9,737 )     (9,075 )
    Income tax   (259 )     (87 )     (982 )     (1,011 )
    Net income   101       3,134       1,853       5,105  
    Loss (income) attributable to non-controlling interests   331       (2,435 )     (1,212 )     (3,975 )
    Net income attributable to Brookfield shareholders $ 432     $ 699     $ 641     $ 1,130  
                   
    Net income per share              
    Diluted $ 0.25     $ 0.42     $ 0.31     $ 0.61  
    Basic   0.26       0.43       0.31       0.62  

    1. Direct costs disclosed above exclude depreciation and amortization expense.
    2. Interest expense from acquisitions, net of dispositions, and upfinancings completed for the year ended December 31, 2024.

    SUMMARIZED FINANCIAL RESULTS

    DISTRIBUTABLE EARNINGS

    Unaudited
    For the periods ended December 31
    (US$ millions)
    Three Months Ended   Years Ended
      2024       2023       2024       2023  
    Asset management $ 694     $ 649     $ 2,645     $ 2,554  
                   
    Wealth solutions   421       253       1,350       740  
                   
    BEP   107       102       428       417  
    BIP   84       79       336       319  
    BBU   8       9       35       36  
    BPG   351       218       855       733  
    Other   12       (8 )     (28 )     (43 )
    Operating businesses   562       400       1,626       1,462  
                   
    Corporate costs and other   (179 )     (93 )     (750 )     (533 )
    Distributable earnings before realizations1   1,498       1,209       4,871       4,223  
    Realized carried interest, net   108       100       403       570  
    Disposition gains from principal investments   —       3       1,000       13  
    Distributable earnings1 $ 1,606     $ 1,312     $ 6,274     $ 4,806  

    1. Non-IFRS measure – see Non-IFRS and Performance Measures section on page 8.

    RECONCILIATION OF NET INCOME TO DISTRIBUTABLE EARNINGS

    Unaudited
    For the periods ended December 31
    (US$ millions)
    Three Months Ended   Years Ended
      2024       2023       2024       2023  
    Net income $ 101     $ 3,134     $ 1,853     $ 5,105  
    Financial statement components not included in DE:              
    Equity accounted fair value changes and other items   448       1,097       2,679       2,902  
    Fair value changes and other   1,685       1,549       2,652       1,952  
    Depreciation and amortization   2,417       2,427       9,737       9,075  
    Disposition gains in net income   (659 )     (4,424 )     (1,234 )     (6,080 )
    Deferred income taxes   82       (416 )     (341 )     (897 )
    Non-controlling interests in the above items1   (2,560 )     (2,064 )     (10,570 )     (7,941 )
    Less: realized carried interest, net   (108 )     (100 )     (403 )     (570 )
    Working capital, net   92       6       498       677  
    Distributable earnings before realizations2   1,498       1,209       4,871       4,223  
    Realized carried interest, net3   108       100       403       570  
    Disposition gains from principal investments   —       3       1,000       13  
    Distributable earnings2 $ 1,606     $ 1,312     $ 6,274     $ 4,806  

    1. Amounts attributable to non-controlling interests are calculated based on the economic ownership interests held by non-controlling interests in consolidated subsidiaries. By adjusting DE attributable to non-controlling interests, we are able to remove the portion of DE earned at non-wholly owned subsidiaries that is not attributable to Brookfield.
    2. Non-IFRS measure – see Non-IFRS and Performance Measures section on page 8.

    3. Includes our share of Oaktree’s distributable earnings attributable to realized carried interest.

    EARNINGS PER SHARE

    Unaudited
    For the periods ended December 31
    (millions, except per share amounts)
    Three Months Ended   Years Ended
      2024       2023       2024       2023  
    Net income $ 101     $ 3,134     $ 1,853     $ 5,105  
    Non-controlling interests   331       (2,435 )     (1,212 )     (3,975 )
    Net income attributable to shareholders   432       699       641       1,130  
    Preferred share dividends1   (41 )     (43 )     (168 )     (166 )
    Net income available to common shareholders   391       656       473       964  
    Dilutive impact of exchangeable shares of affiliate   3       3       12       5  
    Net income available to common shareholders including dilutive impact of exchangeable shares $ 394     $ 659     $ 485     $ 969  
                   
    Weighted average shares   1,508.3       1,540.1       1,511.5       1,558.5  
    Dilutive effect of conversion of options and escrowed shares using treasury stock method2 and exchangeable shares of affiliate   81.1       40.8       73.1       29.7  
    Shares and share equivalents   1,589.4       1,580.9       1,584.6       1,588.2  
                   
    Diluted earnings per share3 $ 0.25     $ 0.42     $ 0.31     $ 0.61  

    1. Excludes dividends paid on perpetual subordinated notes of $2 million (2023 – $2 million) and $10 million (2023 – $10 million) for the three months and year ended December 31, 2024, which are recognized within net income.
    2. Includes management share option plan and escrowed stock plan.

    3. Per share amounts are inclusive of dilutive effect of mandatorily redeemable preferred shares held in a consolidated subsidiary.

    Additional Information

    The Letter to Shareholders and the company’s Supplemental Information for the three months and year ended December 31, 2024, contain further information on the company’s strategy, operations and financial results. Shareholders are encouraged to read these documents, which are available on the company’s website.

    The statements contained herein are based primarily on information that has been extracted from our financial statements for the periods ended December 31, 2024, which have been prepared using IFRS, as issued by the IASB. The amounts have not been audited by Brookfield Corporation’s external auditor.

    Brookfield Corporation’s Board of Directors has reviewed and approved this document, including the summarized unaudited consolidated financial statements prior to its release.

    Information on our dividends can be found on our website under Stock & Distributions/Distribution History.

    Quarterly Earnings Call Details

    Investors, analysts and other interested parties can access Brookfield Corporation’s 2024 Fourth Quarter Results as well as the Shareholders’ Letter and Supplemental Information on Brookfield Corporation’s website under the Reports & Filings section at www.bn.brookfield.com.

    To participate in the Conference Call today at 10:00 a.m. ET, please pre-register at https://register.vevent.com/register/BIf7f2f2b5bdd84f708b0fc3cd0fd714dd. Upon registering, you will be emailed a dial-in number, and unique PIN. The Conference Call will also be webcast live at https://edge.media-server.com/mmc/p/5vbgiehc. For those unable to participate in the Conference Call, the telephone replay will be archived and available until February 13, 2026. To access this rebroadcast, please visit: https://edge.media-server.com/mmc/p/5vbgiehc. 

    About Brookfield Corporation

    Brookfield Corporation is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. We have three core businesses: Alternative Asset Management, Wealth Solutions, and our Operating Businesses which are in renewable power, infrastructure, business and industrial services, and real estate.

    We have a track record of delivering 15%+ annualized returns to shareholders for over 30 years, supported by our unrivaled investment and operational experience. Our conservatively managed balance sheet, extensive operational experience, and global sourcing networks allow us to consistently access unique opportunities. At the center of our success is the Brookfield Ecosystem, which is based on the fundamental principle that each group within Brookfield benefits from being part of the broader organization. Brookfield Corporation is publicly traded in New York and Toronto (NYSE: BN, TSX: BN).

    Please note that Brookfield Corporation’s previous audited annual and unaudited quarterly reports have been filed on EDGAR and SEDAR+ and can also be found in the investor section of its website at www.brookfield.com. Hard copies of the annual and quarterly reports can be obtained free of charge upon request.

    For more information, please visit our website at www.bn.brookfield.com or contact:

    Media:
    Kerrie McHugh
    Tel: (212) 618-3469
    Email: kerrie.mchugh@brookfield.com
      Investor Relations:
    Angela Yulo
    Tel: (416) 943-7955
    Email: angela.yulo@brookfield.com
         

    Non-IFRS and Performance Measures

    This news release and accompanying financial information are based on International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), unless otherwise noted.

    We make reference to Distributable Earnings (“DE”). We define DE as the sum of distributable earnings from our asset management business, distributable operating earnings from our wealth solutions business, distributions received from our ownership of investments, realized carried interest and disposition gains from principal investments, net of earnings from our Corporate Activities, preferred share dividends and equity-based compensation costs. We also make reference to DE before realizations, which refers to DE before realized carried interest and realized disposition gains from principal investments. We believe these measures provide insight into earnings received by the company that are available for distribution to common shareholders or to be reinvested into the business.

    Realized carried interest and realized disposition gains are further described below:

    • Realized Carried Interest represents our contractual share of investment gains generated within a private fund after considering our clients’ minimum return requirements. Realized carried interest is determined on third-party capital that is no longer subject to future investment performance.
    • Realized Disposition Gains from Principal Investments are included in DE because we consider the purchase and sale of assets from our directly held investments to be a normal part of the company’s business. Realized disposition gains include gains and losses recorded in net income and equity in the current period, and are adjusted to include fair value changes and revaluation surplus balances recorded in prior periods which were not included in prior period DE.

    We use DE to assess our operating results and the value of Brookfield Corporation’s business and believe that many shareholders and analysts also find these measures of value to them.

    We make reference to Operating Funds from Operations (“Operating FFO”). We define Operating FFO as the company’s share of revenues less direct costs and interest expenses; excludes realized carried interest and disposition gains, fair value changes, depreciation and amortization and deferred income taxes; and includes our proportionate share of FFO from operating activities recorded by equity accounted investments on a fully diluted basis.

    We make reference to Net Operating Income (“NOI”), which refers to the revenues from our operations less direct expenses before the impact of depreciation and amortization within our real estate business. We present this measure as we believe it is a key indicator of our ability to impact the operating performance of our properties. As NOI excludes non-recurring items and depreciation and amortization of real estate assets, it provides a performance measure that, when compared to prior periods, reflects the impact of operations from trends in occupancy rates and rental rates.

    We disclose a number of financial measures in this news release that are calculated and presented using methodologies other than in accordance with IFRS. These financial measures, which include DE, should not be considered as the sole measure of our performance and should not be considered in isolation from, or as a substitute for, similar financial measures calculated in accordance with IFRS. We caution readers that these non-IFRS financial measures or other financial metrics are not standardized under IFRS and may differ from the financial measures or other financial metrics disclosed by other businesses and, as a result, may not be comparable to similar measures presented by other issuers and entities.

    We provide additional information on key terms and non-IFRS measures in our filings available at www.bn.brookfield.com.

    1. Consolidated basis – includes amounts attributable to non-controlling interests.
    2. Excludes amounts attributable to non-controlling interests.
    3. See Reconciliation of Net Income to Distributable Earnings on page 5 and Non-IFRS and Performance Measures section on page 8.

    Notice to Readers

    Brookfield Corporation is not making any offer or invitation of any kind by communication of this news release and under no circumstance is it to be construed as a prospectus or an advertisement.

    This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations (collectively, “forward-looking statements”). Forward- looking statements include statements that are predictive in nature, depend upon or refer to future results, events or conditions, and include, but are not limited to, statements which reflect management’s current estimates, beliefs and assumptions regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies, capital management and outlook of Brookfield Corporation and its subsidiaries, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and which in turn are based on our experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. The estimates, beliefs and assumptions of Brookfield Corporation are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Forward-looking statements are typically identified by words such as “expect,” “anticipate,” “believe,” “foresee,” “could,” “estimate,” “goal,” “intend,” “plan,” “seek,” “strive,” “will,” “may” and “should” and similar expressions. In particular, the forward-looking statements contained in this news release include statements referring to the impact of current market or economic conditions on our business, the future state of the economy or the securities market, the anticipated allocation and deployment of our capital, our fundraising targets, and our target growth objectives.

    Although Brookfield Corporation believes that such forward-looking statements are based upon reasonable estimates, beliefs and assumptions, actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: (i) returns that are lower than target; (ii) the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; (iii) the behavior of financial markets, including fluctuations in interest and foreign exchange rates and heightened inflationary pressures; (iv) global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; (v) strategic actions including acquisitions and dispositions; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits; (vi) changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); (vii) the ability to appropriately manage human capital; (viii) the effect of applying future accounting changes; (ix) business competition; (x) operational and reputational risks; (xi) technological change; (xii) changes in government regulation and legislation within the countries in which we operate; (xiii) governmental investigations and sanctions; (xiv) litigation; (xv) changes in tax laws; (xvi) ability to collect amounts owed; (xvii) catastrophic events, such as earthquakes, hurricanes and epidemics/pandemics; (xviii) the possible impact of international conflicts and other developments including terrorist acts and cyberterrorism; (xix) the introduction, withdrawal, success and timing of business initiatives and strategies; (xx) the failure of effective disclosure controls and procedures and internal controls over financial reporting and other risks; (xxi) health, safety and environmental risks; (xxii) the maintenance of adequate insurance coverage; (xxiii) the existence of information barriers between certain businesses within our asset management operations; (xxiv) risks specific to our business segments including asset management, wealth solutions, renewable power and transition, infrastructure, private equity, real estate and corporate activities; and (xxv) factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States.

    We caution that the foregoing list of important factors that may affect future results is not exhaustive and other factors could also adversely affect future results. Readers are urged to consider these risks, as well as other uncertainties, factors and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements, which are based only on information available to us as of the date of this news release or such other date specified herein. Except as required by law, Brookfield Corporation undertakes no obligation to publicly update or revise any forward- looking statements, whether written or oral, that may be as a result of new information, future events or otherwise.

    Past performance is not indicative nor a guarantee of future results. There can be no assurance that comparable results will be achieved in the future, that future investments will be similar to historic investments discussed herein, that targeted returns, growth objectives, diversification or asset allocations will be met or that an investment strategy or investment objectives will be achieved (because of economic conditions, the availability of appropriate opportunities or otherwise).

    Target returns and growth objectives set forth in this news release are for illustrative and informational purposes only and have been presented based on various assumptions made by Brookfield Corporation in relation to the investment strategies being pursued, any of which may prove to be incorrect. There can be no assurance that targeted returns or growth objectives will be achieved. Due to various risks, uncertainties and changes (including changes in economic, operational, political or other circumstances) beyond Brookfield Corporation’s control, the actual performance of the business could differ materially from the target returns and growth objectives set forth herein. In addition, industry experts may disagree with the assumptions used in presenting the target returns and growth objectives. No assurance, representation or warranty is made by any person that the target returns or growth objectives will be achieved, and undue reliance should not be put on them.

    When we speak about our wealth solutions business or Brookfield Wealth Solutions, we are referring to Brookfield’s investments in this business that supported the acquisitions of its underlying operating subsidiaries.

    The MIL Network –

    February 14, 2025
  • MIL-OSI: Onity Group Announces Full-Year and Fourth Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    WEST PALM BEACH, Fla., Feb. 13, 2025 (GLOBE NEWSWIRE) — Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”) today announced its full-year and fourth quarter 2024 results and provided a business update.

    Full-Year 2024:

    • Net income attributable to common stockholders of $33 million, highest since 2013; diluted EPS of $4.13; return on equity (“ROE”) of 8%
    • Adjusted pre-tax income* of $90 million, resulting in adjusted ROE* of 20%
    • $86 billion in total servicing additions ($47 billion in subservicing additions)
    • Book value per share improved $4 year-over-year to $56 as of December 31, 2024
    • Reduced corporate debt by $145 million; debt-to-equity ratio of 2.96 to 1

    Fourth Quarter 2024:

    • Net loss attributable to common stockholders of $29 million; diluted EPS of ($3.63); ROE of (25%); includes previously disclosed $41 million of net corporate debt restructuring charges
    • Adjusted pre-tax income* of $11 million, resulting in annualized adjusted ROE* of 10%
    • $25 billion in total servicing additions ($8 billion in subservicing additions)
    • Successfully executed planned corporate debt restructuring, closed the sale of the Company’s joint venture interest in MAV and the Waterfall asset purchase transaction

    2025 Outlook:

    • Increased adjusted ROE* guidance to 16% – 18%

    * See “Note Regarding Non-GAAP Financial Measures” below

    “In 2024 we delivered powerful financial results, with net income reaching an eleven-year high, adjusted pre-tax income nearly doubling from the prior year, and adjusted ROE exceeding our guidance,” said Onity Group Chair, President and CEO Glen Messina. “The year was marked by several significant milestones, including successfully completing a series of transactions to reduce our corporate debt, lower cost and extend maturities, rebranding to Onity, and expanding our digital capabilities. Fourth quarter results were consistent with the guidance we provided at the end of the third quarter, and even with the previously disclosed debt restructuring costs, we ended the year with book value per share at $56, up $4 from prior year-end.”

    Messina continued, “Our results demonstrate that our best-in-class servicing platform and broad originations capabilities across our balanced business continued to deliver strong operating and financial performance regardless of interest rate cycles. I’d like to thank our global team and business partners who helped to enable a successful year. Looking ahead, I am confident in our strategy, team and capabilities. I believe we are well positioned to accelerate growth, improve returns and deliver substantial value to our customers, business partners and shareholders in 2025 and beyond.”

    Additional Full-Year and Fourth Quarter 2024 Operating and Business Highlights

    • Funded recapture volume for full-year 2024 up 2.5x over 2023; fourth quarter 2024 up 4.2x over fourth quarter 2023 and up 64% over third quarter 2024
    • Originations volume of $30 billion in 2024, up 33% compared to 2023; $10 billion in fourth quarter, up 72% over fourth quarter 2023 and up 12% over third quarter 2024
    • Total servicing UPB of $302 billion at December 31, 2024, up $13 billion over December 31, 2023; sold $15 billion of MSR UPB servicing released above book value
    • Total liquidity (unrestricted cash plus available credit) maintained year-over-year at $248 million as of December 31, 2024
    • MSR fair value change, net of hedge, resulted in a net gain in 2024
    • Extended subservicing agreement for existing MSR Asset Vehicle LLC (“MAV”) portfolio for an initial term of five years; renewed subservicing agreement with Rithm Capital to January 31, 2026
    • Achieved HUD Tier 1 servicer rating for fourth consecutive year; recognized by 2024 Freddie Mac SHARPSM program for subservicing

    Webcast and Conference Call

    Onity will hold a conference call on Thursday, February 13, 2025, at 8:30 a.m. (ET) to review the Company’s full-year and fourth quarter 2024 operating results. All interested parties are welcome to participate. You can access the conference call by dialing (800) 274-8461 or (203) 518-9814 approximately 10 minutes prior to the call; please reference the conference ID “Onity.” Participants can also access the conference call through a live audio webcast available from the Shareholder Relations page at onitygroup.com under Events and Presentations. An investor presentation will accompany the conference call and be available by visiting the Shareholder Relations page at onitygroup.com prior to the call. A replay of the conference call will be available via the website approximately two hours after the conclusion of the call. A telephonic replay will also be available approximately three hours following the call’s completion through February 27, 2025, by dialing (844) 512-2921 or (412) 317-6671; please reference access code 11157783.

    About Onity Group

    Onity Group Inc. (NYSE: ONIT) is a leading non-bank financial services company providing mortgage servicing and originations solutions through its primary brands, PHH Mortgage and Liberty Reverse Mortgage. PHH Mortgage is one of the largest servicers in the country, focused on delivering a variety of servicing and lending programs to consumers and business clients. Liberty is one of the nation’s largest reverse mortgage lenders dedicated to providing loans that help customers meet their personal and financial needs. We are headquartered in West Palm Beach, Florida, with offices and operations in the United States, the U.S. Virgin Islands, India and the Philippines, and have been serving our customers since 1988. For additional information, please visit onitygroup.com.

    Forward Looking Statements

    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by a reference to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as “expect”, “believe”, “foresee”, “anticipate”, “intend”, “estimate”, “goal”, “strategy”, “plan” “target” and “project” or conditional verbs such as “will”, “may”, “should”, “could” or “would” or the negative of these terms, although not all forward-looking statements contain these words, and includes statements in this press release regarding our ability to accelerate growth, improve returns and deliver substantial value to our customers, business partners and shareholders in 2025 and beyond. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Readers should bear these factors in mind when considering such statements and should not place undue reliance on such statements.

    Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. In the past, actual results have differed from those suggested by forward looking statements and this may happen again. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the potential for ongoing disruption in the financial markets and in commercial activity generally as a result of U.S. and global political events, changes in monetary and fiscal policy, and other sources of instability; the impacts of inflation, employment disruption, and other financial difficulties facing our borrowers; the adequacy of our financial resources, including our sources of liquidity and ability to sell, fund and recover servicing advances, forward and reverse whole loans, future draws on existing reverse loans, and HECM and forward loan buyouts and put backs, as well as repay, renew and extend borrowings, borrow additional amounts as and when required, meet our MSR or other asset investment objectives and comply with our debt agreements, including the financial and other covenants contained in them; our ability to interpret correctly and comply with current or future liquidity, net worth and other financial and other requirements of regulators, the Federal National Mortgage Association (Fannie Mae), and Federal Home Loan Mortgage Corporation (Freddie Mac) (together, the GSEs), and the Government National Mortgage Association (Ginnie Mae), including our ability to implement a cost-effective response to Ginnie Mae’s risk-based capital requirements by the extended deadline granted to us by Ginnie Mae of May 1, 2025; our ability to timely reduce operating costs, or generate offsetting revenue, in proportion to the industry-wide decrease in originations activity; the impact of cost-reduction initiatives on our business and operations; the impact of our rebranding initiative; the amount of senior debt or common stock or that we may repurchase under any repurchase programs, the timing of such repurchases, and the long-term impact, if any, of repurchases on the trading price of our securities or our financial condition; breach or failure of Onity’s, our contractual counterparties’, or our vendors’ information technology or other security systems or privacy protections, including any failure to protect customers’ data, resulting in disruption to our operations, loss of income, reputational damage, costly litigation and regulatory penalties; our reliance on our technology vendors to adequately maintain and support our systems, including our servicing systems, loan originations and financial reporting systems, and uncertainty relating to our ability to transition to alternative vendors, if necessary, without incurring significant cost or disruption to our operations; the future of our long-term relationship with Rithm Capital Corp. (Rithm); our ability to close acquisitions of MSRs and other transactions, including the ability to obtain regulatory approvals; our ability to grow our reverse servicing business; our ability to retain clients and employees of acquired businesses, and the extent to which acquisitions and our other strategic initiatives will contribute to achieving our growth objectives; increased servicing costs based on increased borrower delinquency levels or other factors; uncertainty related to past, present or future claims, litigation, cease and desist orders and investigations regarding our servicing, foreclosure, modification, origination and other practices brought by government agencies and private parties, including state regulators, the Consumer Financial Protection Bureau (CFPB), State Attorneys General, the Securities and Exchange Commission (SEC), the Department of Justice or the Department of Housing and Urban Development (HUD); the reactions of key counterparties, including lenders, the GSEs and Ginnie Mae, to our regulatory engagements and litigation matters; increased regulatory scrutiny and media attention; any adverse developments in existing legal proceedings or the initiation of new legal proceedings; our ability to effectively manage our regulatory and contractual compliance obligations; our ability to comply with our servicing agreements, including our ability to comply with the requirements of the GSEs and Ginnie Mae and maintain our seller/servicer and other statuses with them; our ability to fund future draws on existing loans in our reverse mortgage portfolio; our servicer and credit ratings as well as other actions from various rating agencies, including any future downgrades; as well as other risks and uncertainties detailed in our reports and filings with the SEC, including our annual report on Form 10-K for the year ended December 31, 2023 and for the year ended December 31, 2024 when available. Anyone wishing to understand Onity’s business should review our SEC filings. Our forward-looking statements speak only as of the date they are made and, we disclaim any obligation to update or revise forward-looking statements whether as a result of new information, future events or otherwise.

    Note Regarding Non-GAAP Financial Measures

    This press release contains references to adjusted pre-tax income (loss) and adjusted ROE, both non-GAAP financial measures.

    We believe these non-GAAP financial measures provide a useful supplement to discussions and analysis of our financial condition, because they are measures that management uses to assess the financial performance of our operations and allocate resources. In addition, management believes that this presentation may assist investors with understanding and evaluating our initiatives to drive improved financial performance. Management believes, specifically, that the removal of fair value changes of our net MSR exposure due to changes in market interest rates and assumptions provides a useful, supplemental financial measure as it enables an assessment of our ability to generate earnings regardless of market conditions and the trends in our underlying businesses by removing the impact of fair value changes due to market interest rates and assumptions, which can vary significantly between periods. However, these measures should not be analyzed in isolation or as a substitute to analysis of our GAAP pre-tax income (loss) or GAAP pre-tax ROE nor a substitute for cash flows from operations. There are certain limitations to the analytical usefulness of the adjustments we make to GAAP pre-tax income (loss) and GAAP pre-tax ROE and, accordingly, we use these adjustments only for purposes of supplemental analysis. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, Onity’s reported results under accounting principles generally accepted in the United States. Other companies may use non-GAAP financial measures with the same or similar titles that are calculated differently to our non-GAAP financial measures. As a result, comparability may be limited. Readers are cautioned not to place undue reliance on analysis of the adjustments we make to GAAP pre-tax income (loss) and GAAP pre-tax ROE.

    The Company has not provided reconciliations of guidance for adjusted ROE, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company is unable, without unreasonable efforts, to forecast certain items required to develop meaningful comparable GAAP financial measures. These items include the change in fair value of our net MSR exposure due to changes in market interest rates and assumptions which can vary significantly between periods and are difficult to predict in advance in order to include in a GAAP estimate.

    Notables

    In the table below, we adjust GAAP pre-tax income for the following factors: MSR valuation adjustments, expense notables, and other income statement notables. MSR valuation adjustments are comprised of changes to Forward MSR and Reverse mortgage valuations due to rates and assumption changes. Expense notables include significant legal and regulatory settlement expenses, severance and retention costs, LTIP stock price changes, consolidation of office facilities and other expenses (such as costs associated with strategic transactions). Other income statement notables include non-routine transactions that are not categorized in the above.

    Beginning with the three months ended December 31, 2024, for purposes of calculating Income Statement Notables and Adjusted Pre-Tax Income, we changed the methodology used to calculate Other Income Statement Notables to include change in fair value due to interest rates for reverse loan buyouts (reported in gain/loss on loans held for sale, at fair value). We made this change to align with the change to our risk management approach to include changes in fair value of reverse loan buyouts due to interest rates in our MSR hedge strategy, consistent with other notables, such as Forward MSR Valuation Adjustments due to rates and assumption changes, net and Reverse Mortgage Fair Value Change due to rates and assumption changes.

    Other Income Statement Notables (a component of Other Notables) for the first three quarters of 2024 have been revised from prior presentations to reflect the methodology we adopted during the fourth quarter of 2024.

     (Dollars in millions) FY’24 FY’23 Q4’24 Q3’24
    I Reported Net Income (Loss) 34 (64) (28) 21
      A. Income Tax Benefit (Expense) (5) (6) 6 (6)
    II Reported Pre-Tax Income (Loss) [I – A] 39 (58) (34) 28
      Forward MSR Valuation Adjustments due to rates and assumption changes, net (a)(b) 17 (121) 14 (1)
      Reverse Mortgage Fair Value Change due to rates and assumption changes (b)(c) (7) (3) (15) 9
    III Total MSR Valuation Adjustments due to rates and assumption changes, net 10 (124) (1) 8
      Significant legal and regulatory settlement expenses (8) 21 (2) (6)
      Severance and retention (d) (3) (7) (0) (0)
      LTIP stock price changes (e) 1 3 (1) (1)
      Office facilities consolidation (0) 0 (0) (0)
      Other expense notables (f) (1) 2 (0) 0
      B. Total Expense Notables (11) 18 (4) (7)
      C. Gain (loss) on extinguishment of debt (49) 1 (51) 0
      D. Gain on sale of MAV canopy 14   14  
      E. Other Income Statement Notables (g) (13) (2) (3) (5)
    IV Total Other Notables [B + C + D + E] (60) 17 (44) (12)
    V Total Notables (h) [III + IV] (51) (107) (45) (4)
    VI Adjusted Pre-Tax Income (i) [II – V] 90 49 11 31
    a) MSR valuation adjustments that are due to changes in market interest rates, valuation inputs or other assumptions, net of overall fair value gains / (losses) on MSR hedge, including FV changes of Pledged MSR liabilities associated with MSR transferred to MAV, Rithm and others and ESS financing liabilities that are due to changes in market interest rates, valuation inputs or other assumptions, a component of MSR valuation adjustments, net
    b) The changes in fair value due to market interest rates were measured by isolating the impact of market interest rate changes on the valuation model output as provided by our third-party valuation expert
    c) FV changes of loans HFI and HMBS related borrowings due to market interest rates and assumptions, a component of gain on reverse loans held for investment and HMBS-related borrowings, net
    d) Severance and retention due to organizational rightsizing or reorganization
    e) Long-term incentive program (LTIP) compensation expense changes attributable to stock price changes during the period
    f) Includes costs associated with but not limited to rebranding, MAV upsize, and other strategic initiatives and transactions
    g) Contains non-routine transactions including but not limited to early asset retirement and fair value assumption changes on other investments recorded in other income/expense
    h) Certain previously presented notable categories with nil numbers for each period shown have been omitted
    i) Effective in Q4’24, change in fair value due to interest rates for reverse loan buyouts is now recognized as a notable (previously reported in gain/loss on loans held for sale, at fair value); presentation of past periods has been conformed to the current presentation; without this change, adjusted pre-tax income would be $89M in FY’24, $8M in Q4’24 and $35M in Q3’24; see note titled “Note Regarding Non-GAAP Financial Measures” for more information
       

    Adjusted ROE Calculation

    (Dollars in millions) FY’24 FY’23 Q4’24 Q3’24
    I Reported Net Income (Loss) 34 (64) (28) 21
    II Notable Items (51) (107) (45) (4)
    III Income Tax Benefit (Expense) (5) (6) 6 (6)
    IV Adjusted Pre-Tax Income (Loss) [I – II – III] 90 49 11 31
    V Annualized Adjusted Pre-tax Income [IV * 4 for qtr.] 90 49 46 126
      Equity        
      A Beginning Period Equity 402 457 468 446
      C Ending Period Equity 443 402 443 468
      D Equity Impact of Notables 51 107 45 4
      B Adjusted Ending Period Equity [C + D] 493 509 488 472
    VI Average Adjusted Equity [(A + B) / 2] 448 483 478 459
    VII Adjusted ROE (a) [V / VI] 20% 10% 10% 27%
    a) Effective in Q4’24, change in fair value due to interest rates for reverse loan buyouts is now recognized as a notable (previously reported in gain/loss on loans held for sale, at fair value); presentation of past periods has been conformed to the current presentation; without this change, adjusted pre-tax income would be $89M in FY’24, $8M in Q4’24, and $35M in Q3’24; without this change, adjusted ROE would be 20% in FY’24, 7% in Q4’24, and 31% in Q3’24; see note titled “Note Regarding Non-GAAP Financial Measures” for more information
       

    Condensed Consolidated Balance Sheets (unaudited)

    Assets (Dollars in millions) December 31,
    2024
    December 31,
    2023
    Cash and cash equivalents 184.8 201.6
    Restricted cash 80.8 53.5
    Mortgage servicing rights (MSRs), at fair value 2,466.3 2,272.2
    Advances, net 577.2 678.8
    Loans held for sale, at fair value 1,290.2 677.3
    Loans held for investment, at fair value 11,125.3 7,975.5
    Receivables, net 176.4 154.8
    Investment in equity method investee – 37.8
    Premises and equipment, net 11.0 13.1
    Other assets 111.3 106.2
    Contingent loan repurchase asset 412.2 343.0
    Total Assets 16,435.4 12,513.7
         
    Liabilities, Mezzanine & Stockholders’ Equity (Dollars in millions) December 31,
    2024
    December 31,
    2023
    Home Equity Conversion Mortgage-Backed Securities (HMBS) related borrowings, at fair value 10,872.1 7,797.3
    Other financing liabilities, at fair value 846.9 900.0
    Advance match funded liabilities 417.1 499.7
    Mortgage loan financing facilities, net 1,528.2 710.6
    MSR financing facilities, net 957.9 916.2
    Senior notes, net 487.4 595.8
    Other liabilities 420.6 349.3
    Contingent loan repurchase liability 412.2 343.0
    Total Liabilities 15,942.5 12,111.9
    Mezzanine Equity 49.9 –
    Stockholders’ Equity 442.9 401.8
    Total Liabilities, Mezzanine and Stockholders’ Equity 16,435.4 12,513.7
         

    Condensed Consolidated Statements of Operations (unaudited)

    (Dollars in millions) For the Years Ended
    December 31,
    2024
    December 31,
    2023
    Revenue    
    Servicing and subservicing fees   832.5     947.3  
    Gain on reverse loans held for investment and HMBS-related borrowings, net   42.5     46.7  
    Gain on loans held for sale, net   59.0     40.6  
    Other revenue, net   42.0     32.0  
    Total revenue   976.0     1,066.7  
    MSR valuation adjustments, net   (96.2)     (232.2)  
    Operating expenses    
    Compensation and benefits   232.5     229.2  
    Servicing and origination   52.3     57.3  
    Technology and communications   52.9     52.5  
    Professional services   52.6     22.3  
    Occupancy, equipment and mailing   31.4     31.8  
    Other expenses   14.7     19.0  
    Total operating expenses   436.5     412.1  
    Other income (expense)    
    Interest income   93.3     78.0  
    Interest expense   (288.9)     (273.6)  
    Pledged MSR liability expense   (175.4)     (296.3)  
    Gain (loss) on extinguishment of debt   (49.4)     1.3  
    Earnings of equity method investee   22.9     7.3  
    Other, net   (6.6)     2.8  
    Other income (expense), net   (404.1)     (480.5)  
    Income before income taxes   39.3     (58.1)  
    Income tax expense   5.3     5.6  
    Net Income (Loss)   33.9     (63.7)  
    Preferred stock dividend   (0.5)     –  
    Net Income (Loss) attributable to common stockholders   33.4     (63.7)  
    Basic EPS   $4.28     ($8.34)  
    Diluted EPS   $4.13     ($8.34)  
                 

    For Further Information Contact:

    Investors:
    Valerie Haertel, VP, Investor Relations
    (561) 570-2969
    shareholderrelations@onitygroup.com

    Media:
    Dico Akseraylian, SVP, Corporate Communications
    (856) 917-0066
    mediarelations@onitygroup.com

    The MIL Network –

    February 14, 2025
  • MIL-OSI: Beneficient Reports Results for Third Quarter Fiscal 2025

    Source: GlobeNewswire (MIL-OSI)

     

    Announced Proposed Transaction to Increase Tangible Book Value to Ben Public Company Stockholders by $9 Million on 8.4 Million Shares Outstanding, Permanent Equity Increased by $35 Million

    Completed First Primary Capital Transaction as Part of Ongoing Business Development Activities

    Announced Proposed International Bank Acquisition to Expand Alternative and Digital Asset Markets Capabilities

    DALLAS, Feb. 13, 2025 (GLOBE NEWSWIRE) — Beneficient (NASDAQ: BENF) (“Ben” or the “Company”), a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets through its proprietary online platform, AltAccess, today reported its financial results for the fiscal 2025 third quarter, which ended December 31, 2024.

    Commenting on the fiscal 2025 third quarter results, Beneficient management said: “Our fiscal third quarter was focused on key steps that we believe will ready Ben for significant new activities in delivering liquidity, primary capital and digital asset markets solutions – which we believe are all opportunities to disrupt and enhance the solutions available to large financial audiences. During the fiscal third quarter, we also closed our first primary capital transaction and are seeking additional opportunities.

    “A complementary part of our plan is the proposed acquisition of Mercantile Bank International Corp. (“Mercantile Bank”), a Puerto Rico-based International Financial Entity, which is expected to enable Ben to offer an expanded range of digital asset market solutions and companion custody, clearing and control account fee-based services. We intend to drive new growth opportunities in calendar 2025, which we believe have the potential to generate above market fee rates. These efforts are expected to further build out our expansive model and enable the Company to benefit from a growing range of trust, custody and other services we provide as well as the underlying performance of the private equity assets held in trust.

    “Additionally, we are pleased to have continued to strengthen our capital structure, increasing our permanent equity by $35 million through a re-designation of certain preferred equity. Furthermore, we executed an agreement to complete additional transactions designed to revise the liquidation priority of Beneficient Company Holdings, L.P. (“BCH”) and deliver other benefits to our public company stockholders provided by entities controlled by our founders, which are expected to become increasingly visible as the Company enters into more liquidity and primary capital transactions.”

    Third Quarter Fiscal 2025 and Recent Highlights (for the quarter ended December 31, 2024 or as noted):

    • Reported investments with a fair value of $334.3 million, increased from $329.1 million at the end of our prior fiscal year, served as collateral for Ben Liquidity’s net loan portfolio of $260.6 million and $256.2 million, respectively. Reported investments include our first primary capital transaction with a closing of $1.4 million on December 31, 2024.
    • Revenues increased to $4.4 million in the third quarter of fiscal 2025 as compared to $(10.2) million in the same quarter of fiscal 2024. For the nine months ended December 31, 2024, revenues for fiscal 2025 were $23.0 million as compared to $(55.7) million for fiscal 2024.
    • Operating expenses declined 98% to $13.9 million in the third quarter of fiscal 2025, as compared to $905.7 million in the third quarter of fiscal 2024, which included a non-cash goodwill impairment of $883.2 million. For the nine months ended December 31, 2024, operating expenses for fiscal 2025 were $1.9 million, which included the release of a loss contingency accrual of $55.0 million and non-cash goodwill impairment of $3.7 million, as compared to $2.4 billion in fiscal 2024, which included non-cash goodwill impairment of $2.3 billion.
    • Excluding the non-cash goodwill impairment in the prior comparable period, operating expenses declined 38% to $13.9 million in the third quarter of fiscal 2025 as compared to $22.5 million in the same period of fiscal 2024. For the nine months ended December 31, 2024, excluding the non-cash goodwill impairment and the loss contingency release in each period, as applicable, operating expenses were $53.2 million in fiscal 2025 as compared to $111.7 million in fiscal 2024.
    • Improved permanent equity from a deficit of $148.3 million as of June 30, 2024 to a positive $14.3 million as of December 31, 2024 through a combination of redesignating approximately $160.5 million of temporary equity to permanent equity and additional capital from equity sales and liquidity transactions offset by net loss allocable to permanent equity classified securities of $6.9 million during the applicable period.
    • Announced proposed transaction on December 23, 2024 to revise the liquidation priority of BCH and provide other benefits to our public company shareholders, which on a proforma basis, amounts to $9.2 million of tangible book value to Ben’s public company stockholders(1) using December 31, 2024 financial information, as compared to no book value to Ben’s public company stockholders absent the transaction.
    • Announced an agreement to acquire Mercantile Bank in exchange for an aggregate purchase price of $1.5 million, subject to certain closing conditions, which is expected to enable Ben to offer an expanded range of digital asset markets solutions and companion custody, clearing and control account fee-based services that generate additional cash flow in calendar 2025, including additional alternative asset custody services with the potential to generate higher fee rates than are generally available for traditional custody services.

    Loan Portfolio

    As a result of executing on our business plan of providing financing for liquidity, or early investment exits, for alternative asset marketplace participants, Ben organically develops a balance sheet comprised largely of loans collateralized by a well- diversified alternative asset portfolio that is expected to grow as Ben successfully executes on its core business.

    Ben’s balance sheet strategy for ExAlt Loan origination is built on the theory of the portfolio endowment model for the fiduciary financings we make by utilizing our patent-pending computer implemented technologies branded as OptimumAlt. Our OptimumAlt endowment model balance sheet approach guides diversification of our fiduciary financings across seven asset classes of alternative assets, over 11 industry sectors in which alternative asset managers invest, and at least six countrywide exposures and multiple vintages of dates of investment into the private funds and companies.

    As of December 31, 2024, Ben’s loan portfolio was supported by a highly diversified alternative asset collateral portfolio providing diversification across approximately 220 private market funds and approximately 750 investments across various asset classes, industry sectors and geographies. This portfolio includes exposure to some of the most exciting, sought after private company names worldwide, such as the largest private space exploration company, an innovative software and payment systems provider, a venture capital firm investing in waste-to-energy and clean energy technologies, a technology company providing Net Zero solutions in the production of advanced biofuels, a designer and manufacturer of shaving products, a large online store for women’s clothes and other fashionable accessories that has announced intentions to go public, a mobile banking services provider, and others.

    Figure 1: Portfolio Diversification

    Diversification Using Principal Loan Balance, Net of Allowance for Credit Losses

    As of December 31, 2024, the charts below present the ExAlt Loan portfolio’s relative exposure by certain characteristics (percentages determined by aggregate fiduciary ExAlt Loan portfolio principal balance net of allowance for credit losses, which includes the exposure to interests in certain of our former affiliates composing part of the Fiduciary Loan Portfolio).

    As of December 31, 2024. Represents the characteristics of professionally managed funds and investments in the Collateral (defined as follows) portfolio. The Collateral for the ExAlt Loans in the loan portfolio is comprised of a diverse portfolio of direct and indirect interests (through various investment vehicles, including, limited partnership interests and private and public equity and debt securities, which include our and our affiliates’ or our former affiliates’ securities), primarily in third-party, professionally managed private funds and investments. Loan balances usedto calculate the percentages reported in the pie charts are loan balances net of any allowance for credit losses, and as ofDecember 31, 2024, the total allowance for credit losses was$325 million, for a total gross loan balance of$586 millionand a loan balance net of allowance for credit losses of$261 million.

    Business Segments: Third Quarter Fiscal 2025

    Ben Liquidity

    Ben Liquidity offers simple, rapid and cost-effective liquidity products through the use of our proprietary financing and trust structure, or the “Customer ExAlt Trusts,” which facilitate the exchange of a customer’s alternative assets for consideration.

    • Ben Liquidity recognized $11.3 million of interest income for the fiscal third quarter, a decrease of 5.7% from the quarter ended September 30, 2024, primarily due to a higher percentage loans being placed on nonaccrual status, partially offset by the effects of compounding interest on the remaining loans.
    • Operating loss for the fiscal third quarter was $2.9 million, a decline from operating income of $2.9 million for the quarter ended September 30, 2024. The decline in operating performance was due to higher intersegment credit losses in the current fiscal period as compared to the quarter ended September 30, 2024 due to slightly lower collateral values while the amortized cost basis increased principally due to interest capitalizing at a higher rate than loan payments.

    Ben Custody

    Ben Custody provides full-service trust and custody administration services to the trustees of certain of the Customer ExAlt Trusts, which own the exchanged alternative assets following liquidity transactions in exchange for fees payable quarterly calculated as a percentage of assets in custody.

    • NAV of alternative assets and other securities held in custody by Ben Custody during the fiscal third quarter increased to $385.1 million as of December 31, 2024, compared to $381.2 million as of March 31, 2024. The increase was driven by $1.4 million of new originations and unrealized gains on existing assets, principally related adjustments to the relative share held in custody of the respective fund’s NAV based on updated financial information received from the funds’ investment manager or sponsor during the period, offset by distributions during the period.
    • Revenues applicable to Ben Custody were $5.4 million for the fiscal third quarter, compared to $5.4 million for the quarter ended September 30, 2024. The similar amount of revenues for these periods was a result of stable NAV of alternative assets and other securities held in custody at the beginning of each applicable period, when such fees are calculated.
    • Operating income for the fiscal third quarter decreased to $3.5 million, from $4.3 million for the quarter ended September 30, 2024. The decrease was primarily due to credit losses related to certain fees collateralized by securities of our former parent company. Additionally, there was no non-cash goodwill impairment in the third fiscal quarter as compared to non-cash goodwill impairment of $0.3 million for the quarter ended September 30, 2024.
    • Adjusted operating income(1) for the fiscal third quarter was $4.8 million, compared to adjusted operating income(1) of $4.6 million for the quarter ended September 30, 2024. The increase was due to slightly lower operating expenses, principally related to lower employee compensation due to lower headcount.

    Business Segments: Through Nine Months Ended Fiscal 2025

    Ben Liquidity

    • Ben Liquidity recognized $34.1 million of interest income for the nine months ended December 31, 2024, down 6.0% compared to the prior year period, primarily due to lower loans, net of the allowance for credit losses, resulting from higher levels of non-accrual loans and loan prepayments, partially offset by new loans originated.
    • Operating loss was $0.5 million for the nine months ended December 31, 2024, improving from an operating loss of $1.8 billion in the prior year period. The prior period loss was driven by non-cash goodwill impairment totaling $1.7 billion and credit losses largely related to securities of our former parent company.
    • Adjusted operating loss(1) was $0.5 million for the nine months ended December 31, 2024 compared to adjusted operating loss(1) of $11.8 million in the prior year period with the improvement in adjusted operating loss(1) primarily related to lower credit loss adjustments recognized in the current fiscal year and lower employee compensation costs due to lower headcount.

    Ben Custody

    • Ben Custody revenues were $16.2 million for the nine months ended December 31, 2024, down 14.7%, compared to the prior year period, primarily due to lower NAV of alternative assets and other securities held in custody.
    • Operating income was $9.1 million for the nine months ended December 31, 2024 compared to operating loss of $538.8 million in the prior year period, with the increase in operating income principally related to a significantly larger non-cash goodwill impairment in the prior year period of $554.6 million as compared to $3.4 million in the current fiscal year.
    • Adjusted operating income(1) for the nine months ended December 31, 2024 was $13.9 million, compared to adjusted operating income(1) of $15.8 million in the prior year period with the decrease in adjusted operating income(1) primarily due to lower revenue related to lower NAV of alternative assets and other securities held in custody partially offset by slightly lower operating expenses during the current fiscal year period.

    Capital and Liquidity

    • As of December 31, 2024, the Company had cash and cash equivalents of $4.1 million and total debt of $122.9 million.
    • Distributions received from alternative assets and other securities held in custody totaled $19.3 million for the nine months ended December 31, 2024, compared to $38.4 million for the same period of fiscal 2024.
    • Total investments (at fair value) of $334.3 million at December 31, 2024 supported Ben Liquidity’s loan portfolio.

    (1) Represents a non-GAAP financial measure. For reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures and for the reasons we believe the non-GAAP measures provide useful information, see Non-GAAP Reconciliations.

    Board Update

    On November 21, 2024, Karen Wendel was appointed to the Board as an independent director and a member of various committees, including the Audit committee of the Board, bringing substantial additional expertise in Cyber Security, Identity Solutions, Security Regulations, ISO Global Standards, e-Commerce, e-Healthcare, PKI Digital Certificates and Blockchain to Beneficient. Ms. Wendel serves as Founder and Chief Executive Officer of Trust Chains, a cybersecurity consulting firm, and previously served as the Chief Executive Officer and board member of IdenTrust, a global identity solutions company, from May 2003 to February 2016. Ms. Wendel has also served as Chief Executive Officer and a board member for eFinance Corporation, as a board member and audit committee member of Level Field Capital, a Nasdaq-traded special purpose acquisition company, as a partner at the Capital Markets Company (CAPCO), a Belgium-based consulting firm, and is the former head of the U.S. Financial Services Practice at Gemini Consulting. Ms. Wendel is an author on financial management, payments and supply chain integration; an advisor to U.S. government agencies and the European Union on emerging technologies for payments and transaction processing; and a keynote speaker at major international banking conferences.

    Consolidated Fiscal Third Quarter Results

    Table 1 below presents a summary of selected unaudited consolidated operating financial information.

    Consolidated Fiscal Third Quarter Results
    ($ in thousands, except share and per share amounts)
    Fiscal 3Q25
    December 31,
    2024
    Fiscal 2Q25
    September 30,
    2024
    Fiscal 3Q24
    December 31,
    2023
    Change %
    vs. Prior
    Quarter
      YTD Fiscal
    2025
    YTD Fiscal
    2024
    Change %
    vs. Prior
    YTD
    GAAP Revenues $ 4,419   $ 8,561   $ (10,235 ) (48.4)%   $ 23,026   $ (55,739 ) NM
    Adjusted Revenues(1)   4,427     8,734     8,456   (49.3)%     23,572     8,478   NM
    GAAP Operating Income (Loss)   (9,513 )   (13,715 )   (915,951 ) 30.6%     21,110     (2,453,685 ) NM
    Adjusted Operating Loss(1)   (7,301 )   (6,611 )   (11,684 ) (10.4)%     (18,638 )   (57,374 ) 67.5%
    Basic Class A EPS $ (1.32 ) $ 2.98   $ (158.36 ) NM   $ 10.30   $ (668.31 ) NM
    Diluted Class A EPS $ (1.32 ) $ 0.03   $ (158.36 ) NM   $ 0.12   $ (668.31 ) NM
    Segment Revenues attributable to Ben’s Equity Holders(2)   16,621     16,626     17,961   —%     49,482     53,715   (7.9)%
    Adjusted Segment Revenues attributable to Ben’s Equity Holders (1)(2)   16,621     16,626     18,146   —%     49,489     55,059   (10.1)%
    Segment Operating Income (Loss) attributable to Ben’s Equity Holders   (8,281 )   (9,192 )   (894,617 ) 9.9%     27,391     (2,414,893 ) NM
    Adjusted Segment Operating Loss attributable to Ben’s Equity Holders(1)(2) $ (4,737 ) $ (2,261 ) $ (4,594 ) NM   $ (11,551 ) $ (37,583 ) 69.3%

    NM – Not meaningful.

    (1) Adjusted Revenues, Adjusted Operating Loss, Adjusted Segment Revenues attributable to Ben’s Equity Holders and Adjusted Segment Operating Loss attributable to Ben’s Equity Holders are non-GAAP financial measures. For reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures and for the reasons we believe the non-GAAP measures provide useful information, see Non-GAAP Reconciliations.

    (2) Segment financial information attributable to Ben’s equity holders is presented to provide users of our financial information an understanding and visual aide of the segment information (revenues, operating income (loss), and adjusted operating income (loss)) that impacts Ben’s Equity Holders. “Ben’s Equity Holders” refers to the holders of Beneficient Class A and Class B common stock and Series B Preferred Stock as well as holders of interests in BCH which represent noncontrolling interests. For a description of noncontrolling interests, see Item 2 of our Quarterly Report on Form 10-Q for the nine months ended December 31, 2024, and Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income Attributable to Ben Common Holders. Such information is computed as the sum of the Ben Liquidity, Ben Custody and Corp/Other segments since it is the operating results of those segments that determine the net income (loss) attributable to Ben’s Equity Holders. See further information in table 5 and Non-GAAP Reconciliations.

    Table 2 below presents a summary of selected unaudited consolidated balance sheet information.

    Consolidated Fiscal Third Quarter Results
    ($ in thousands)
    Fiscal 3Q25
    As of
    December 31, 2024
      Fiscal 4Q24
    As of
    March 31, 2024
      Change %
    Investments, at Fair Value $ 334,278   $ 329,119   1.6%
    All Other Assets   52,720     22,676   132.5%
    Goodwill and Intangible Assets, Net   13,014     16,706   (22.1)%
    Total Assets $ 400,012   $ 368,501   8.6%


    Business Segment Information Attributable to Ben’s Equity Holders
    (1)

    Table 3 below presents unaudited segment revenues and segment operating income (loss) for business segments attributable to Ben’s equity holders.

    Segment Revenues Attributable to Ben’s Equity Holders(1)
    ($ in thousands)
    Fiscal 3Q25
    December 31,
    2024
    Fiscal 2Q25
    September 30,
    2024
    Fiscal 3Q24
    December 31,
    2023
    Change %
    vs. Prior
    Quarter
      YTD Fiscal
    2025
    YTD Fiscal
    2024
    Change %
    vs. Prior
    YTD
    Ben Liquidity $ 11,297   $ 11,978   $ 11,275 (5.7)%   $ 34,124   $ 36,303   (6.0)%
    Ben Custody   5,410     5,386     5,897 0.4%     16,178     18,961   (14.7)%
    Corporate & Other   (86 )   (738 )   789 88.3%     (820 )   (1,549 ) 47.1%
    Total Segment Revenues Attributable to Ben’s Equity Holders(1) $ 16,621   $ 16,626   $ 17,961 —%   $ 49,482   $ 53,715   (7.9)%
    Segment Operating Income (Loss) Attributable to Ben’s Equity Holders(1)
    ($ in thousands)
    Fiscal 3Q25
    December 31,
    2024
    Fiscal 2Q25
    September 30,
    2024
    Fiscal 3Q24
    December 31,
    2023
    Change %
    vs. Prior
    Quarter
      YTD Fiscal
    2025
    YTD Fiscal
    2024
    Change %
    vs. Prior
    YTD
    Ben Liquidity $ (2,853 ) $ 2,905   $ (606,405 ) NM   $ (462 ) $ (1,781,521 ) 100.0%
    Ben Custody   3,507     4,329     (267,995 ) (19.0)%     9,123     (538,840 ) NM
    Corporate & Other   (8,935 )   (16,426 )   (20,217 ) 45.6%     18,730     (94,532 ) NM
    Total Segment Operating Income (Loss) Attributable to Ben’s Equity Holders(1) $ (8,281 ) $ (9,192 ) $ (894,617 ) 9.9%   $ 27,391   $ (2,414,893 ) NM

    NM – Not meaningful.

    (1) Segment financial information attributable to Ben’s equity holders is presented to provide users of our financial information an understanding and visual aide of the segment information (revenues, operating income (loss), and adjusted operating income (loss)) that impacts Ben’s Equity Holders. “Ben’s Equity Holders” refers to the holders of Beneficient Class A and Class B common stock and Series B Preferred Stock as well as holders of interests in BCH which represent noncontrolling interests. For a description of noncontrolling interests, see Item 2 of our Quarterly Report on Form 10-Q for the nine months ended December 31, 2024, and Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income Attributable to Ben Common Holders. Such information is computed as the sum of the Ben Liquidity, Ben Custody and Corp/Other segments since it is the operating results of those segments that determine the net income (loss) attributable to Ben’s Equity Holders. See further information in table 5 and Non-GAAP Reconciliations.

    Adjusted Business Segment Information Attributable to Ben’s Equity Holders(2)

    Table 4 below presents unaudited adjusted segment revenue and adjusted segment operating income (loss) for business segments attributable to Ben’s equity holders.

    Adjusted Segment Revenues Attributable to Ben’s Equity Holders(1)(2)
    ($ in thousands)
    Fiscal 3Q25
    December 31,
    2024
    Fiscal 2Q25
    September 30,
    2024
    Fiscal 3Q24
    December 31,
    2023
    Change %
    vs. Prior
    Quarter
      YTD Fiscal
    2025
    YTD Fiscal
    2024
    Change %
    vs. Prior
    YTD
    Ben Liquidity $ 11,297   $ 11,978   $ 11,275 (5.7)%   $ 34,124   $ 36,303   (6.0)%
    Ben Custody   5,410     5,386     5,897 0.4%     16,178     18,961   (14.7)%
    Corporate & Other   (86 )   (738 )   974 88.3%     (813 )   (205 ) NM
    Total Adjusted Segment Revenues Attributable to Ben’s Equity Holders(1)(2) $ 16,621   $ 16,626   $ 18,146 —%   $ 49,489   $ 55,059   (10.1)%
    Adjusted Segment Operating Income (Loss) Attributable to Ben’s Equity Holders(1)(2)
    ($ in thousands)
    Fiscal 3Q25
    December 31,
    2024
    Fiscal 2Q25
    September 30,
    2024
    Fiscal 3Q24
    December 31,
    2023
    Change %
    vs. Prior
    Quarter
      YTD Fiscal
    2025
    YTD Fiscal
    2024
    Change %
    vs. Prior
    YTD
    Ben Liquidity $ (2,853 ) $ 2,905   $ 2,525   NM   $ (457 ) $ (11,769 ) 96.1%
    Ben Custody   4,847     4,627     4,835   4.8%     13,890     15,767   (11.9)%
    Corporate & Other   (6,731 )   (9,793 )   (11,954 ) 31.3%     (24,984 )   (41,581 ) 39.9%
    Total Adjusted Segment Operating Income (Loss) Attributable to Ben’s Equity Holders(1)(2) $ (4,737 ) $ (2,261 ) $ (4,594 ) NM   $ (11,551 ) $ (37,583 ) 69.3%

    NM – Not meaningful.

    (1) Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders and Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders are non-GAAP financial measures. For reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures and for the reasons we believe the non-GAAP measures provide useful information, see Non-GAAP Reconciliations.
    (2) Segment financial information attributable to Ben’s equity holders is presented to provide users of our financial information an understanding and visual aide of the segment information (revenues, operating income (loss), and adjusted operating income (loss)) that impacts Ben’s Equity Holders. “Ben’s Equity Holders” refers to the holders of Beneficient Class A and Class B common stock and Series B Preferred Stock as well as holders of interests in BCH which represent noncontrolling interests. For a description of noncontrolling interests, see Item 2 of our Quarterly Report on Form 10-Q for the nine months ended December 31, 2024, and Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income Attributable to Ben Common Holders. Such information is computed as the sum of the Ben Liquidity, Ben Custody and Corp/Other segments since it is the operating results of those segments that determine the net income (loss) attributable to Ben’s Equity Holders. See further information in table 5 and Non-GAAP Reconciliations.

    Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income (Loss) Attributable to Ben Common Shareholders

    Table 5 below presents reconciliation of operating income (loss) by business segment attributable to Ben’s Equity Holders to net income (loss) attributable to Ben common shareholders.

    Reconciliation of Business Segments to Net Income (Loss) to Ben Common Shareholders
    ($ in thousands)
    Fiscal 3Q25
    December 31,
    2024
    Fiscal 2Q25
    September 30,
    2024
    Fiscal 3Q24
    December 31,
    2023
      YTD Fiscal
    2025
    YTD Fiscal
    2024
    Ben Liquidity $ (2,853 ) $ 2,905   $ (606,405 )   $ (462 ) $ (1,781,521 )
    Ben Custody   3,507     4,329     (267,995 )     9,123     (538,840 )
    Corporate & Other   (8,935 )   (16,426 )   (20,217 )     18,730     (94,532 )
    Loss on debt extinguishment, net (intersegment elimination)   —     —     (3,940 )     —     (3,940 )
    Gain on liability resolution   —     23,462     —       23,462     —  
    Income tax expense (allocable to Ben and BCH equity holders)   (713 )   —     (75 )     (741 )   (75 )
    Net loss attributable to noncontrolling interests – Ben   4,844     3,067     360,695       15,098     401,985  
    Noncontrolling interest guaranteed payment   (4,489 )   (4,423 )   (4,229 )     (13,268 )   (12,501 )
    Net income (loss) attributable to Ben’s common shareholders $ (8,639 ) $ 12,914   $ (542,166 )   $ 51,942   $ (2,029,424 )


    Earnings Webcast

    Beneficient will host a webcast and conference call to review its third quarter financial results on February 13, 2025, at 8:30 am Eastern Standard Time. The webcast will be available via live webcast from the Investor Relations section of the Company’s website at https://shareholders.trustben.com under Events.

    Replay

    The webcast will be archived on the Company’s website in the investor relations section for replay for at least one year.

    About Beneficent

    Beneficient (Nasdaq: BENF) – Ben, for short – is on a mission to democratize the global alternative asset investment market by providing traditionally underserved investors − mid-to-high net worth individuals, small-to-midsized institutions and General Partners seeking exit options, anchor commitments and valued-added services for their funds− with solutions that could help them unlock the value in their alternative assets. Ben’s AltQuote™ tool provides customers with a range of potential exit options within minutes, while customers can log on to the AltAccess® portal to explore opportunities and receive proposals in a secure online environment.

    Its subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas’ Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.

    For more information, visit www.trustben.com or follow us on LinkedIn.

    Contacts
    Investors:
    Matt Kreps/214-597-8200/mkreps@darrowir.com
    Michael Wetherington/214-284-1199/mwetherington@darrowir.com
    investors@beneficient.com

    Important Information and Where You Can Find It

    This press release may be deemed to be solicitation material in respect of a vote of stockholders to approve an amendment to Ben’s articles of incorporation to increase the authorized shares of Class B Common Stock of Ben and the issuance of securities pursuant to the transactions to revise the liquidation priority of BCH (the “Transactions”). In connection with the requisite stockholder approval, Ben will file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and a definitive proxy statement, which will be sent to the stockholders of Ben, seeking such approvals related to the Transactions.

    INVESTORS AND SECURITY HOLDERS OF BEN AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BEN AND THE TRANSACTIONS. Investors and security holders will be able to obtain a free copy of the proxy statement, as well as other relevant documents filed with the SEC containing information about Ben, without charge, at the SEC’s website (http://www.sec.gov). Copies of documents filed with the SEC by Ben can also be obtained, without charge, by directing a request to Investor Relations, Beneficient, 325 North St. Paul Street, Suite 4850, Dallas, Texas 75201, or email investors@beneficient.com.

    Participants in the Solicitation of Proxies in Connection with Transaction

    Ben and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the requisite stockholder approvals under the rules of the SEC. Information regarding Ben’s directors and executive officers is available in its annual report on Form 10-K for the fiscal year ended March 31, 2024, which was filed with the SEC on July 9, 2024 and certain current reports on Form 8-K filed by Ben. Other information regarding the participants in the solicitation of proxies with respect to the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

    Not an Offer of Securities

    The information in this communication is for informational purposes only and shall not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. The securities that are the subject of the Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

    Disclaimer and Cautionary Note Regarding Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to, among other things, demand for our solutions in the alternative asset industry, opportunities for market growth, statements regarding the proposed Transactions, including expectations of future plans, strategies, and benefits of the Transactions, statements regarding the proposed Mercantile Bank acquisition and estimates regarding future synergies and benefits, our ability to expand the range of digital asset market solutions, and companion custody clearing and control account fee-based services as a result of the proposed Mercantile Bank acquisition, our ability to identify and negotiate transactions, diversification and size of our loan portfolio and our ability to scale operations and provide shareholder value. These forward-looking statements are generally identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this document and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the ultimate outcome of the Transactions; the Company’s ability to consummate the Transactions; the ability of the Company to satisfy the closing conditions set forth in the agreement with respect to the Transactions, including obtaining the requisite vote of securityholders; the Company’s ability to meet expectations regarding the timing and completion of the Transactions, the ultimate outcome of the proposed Mercantile Bank acquisition; the Company’s ability to consummate the proposed Mercantile Bank acquisition in a timely manner or at all; the ability of the parties to satisfy the closing conditions to the acquisition; the possibility that the Company may be unable to successfully integrate Mercantile Bank’s operations with those of the Company or realize the expected benefits of the acquisition; the possibility that such integration may be more difficult, time-consuming, or costly than expected; the risk that operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining relationships with employees, contractors, and customers) may be greater than expected following the acquisition or the public announcement of the acquisition; the Company’s ability to retain certain key employees of Mercantile Bank; the ability to launch and receive market acceptance for new products and services; risks related to the entry into a new line of business in connection with the proposed Mercantile Bank acquisition, and the risk factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document and in our SEC filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

    Table 6: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

      Three Months Ended
    December 31,
      Nine Months Ended
    December 31,
    (Dollars in thousands, except per share amounts)   2024       2023       2024       2023  
    Revenues              
    Investment income, net $ 4,742     $ 7,448     $ 24,311     $ 7,935  
    Loss on financial instruments, net (related party of $(8), $(18,691), $(546) and $(64,217), respectively)   (523 )     (18,024 )     (1,885 )     (64,260 )
    Interest and dividend income   10       118       34       348  
    Trust services and administration revenues (related party of $8, $8, $23 and $23, respectively)   188       158       564       173  
    Other income   2       65       2       65  
    Total revenues   4,419       (10,235 )     23,026       (55,739 )
                   
    Operating expenses              
    Employee compensation and benefits   2,929       7,340       13,914       58,561  
    Interest expense (related party of $3,140, $3,018, $9,330 and $5,843, respectively)   3,240       4,671       11,848       13,569  
    Professional services   5,083       4,970       17,884       22,000  
    Provision for credit losses   —       —       1,000       —  
    Loss on impairment of goodwill   —       883,223       3,692       2,286,212  
    Release of loss contingency related to arbitration award   —       —       (54,973 )     —  
    Other expenses (related party of $723, $2,096, $2,111 and $6,317, respectively)   2,680       5,512       8,551       17,604  
    Total operating expenses   13,932       905,716       1,916       2,397,946  
    Operating income (loss)   (9,513 )     (915,951 )     21,110       (2,453,685 )
    (Gain) loss on liability resolution   —       —       (23,462 )     —  
    Loss on extinguishment of debt, net   —       8,846       —       8,846  
    Net income (loss) before income taxes   (9,513 )     (924,797 )     44,572       (2,462,531 )
    Income tax expense   713       75       741       75  
    Net income (loss)   (10,226 )     (924,872 )     43,831       (2,462,606 )
    Plus: Net loss attributable to noncontrolling interests – Customer ExAlt Trusts   1,232       26,240       6,281       43,698  
    Plus: Net loss attributable to noncontrolling interests – Ben   4,844       360,695       15,098       401,985  
    Less: Noncontrolling interest guaranteed payment   (4,489 )     (4,229 )     (13,268 )     (12,501 )
    Net income (loss) attributable to Beneficient common shareholders $ (8,639 )   $ (542,166 )   $ 51,942     $ (2,029,424 )
    Other comprehensive income (loss):              
    Unrealized (loss) gain on investments in available-for-sale debt securities   (120 )     51       (115 )     4,236  
    Total comprehensive income (loss)   (8,759 )     (542,115 )     51,827       (2,025,188 )
    Less: comprehensive (loss) gain attributable to noncontrolling interests   (120 )     51       (115 )     4,236  
    Total comprehensive income (loss) attributable to Beneficient $ (8,639 )   $ (542,166 )   $ 51,942     $ (2,029,424 )
                   
    Net income (loss) per common share              
    Class A – basic $ (1.32 )   $ (158.36 )   $ 10.30     $ (668.31 )
    Class B – basic $ (1.02 )   $ (156.95 )   $ 13.78     $ (587.49 )
    Net income (loss) per common share              
    Class A – diluted $ (1.32 )   $ (158.36 )   $ 0.12     $ (668.31 )
    Class B – diluted $ (1.02 )   $ (156.95 )   $ 0.12     $ (587.49 )


    Table 7: CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

      December 31, 2024   March 31, 2024
    (Dollars and shares in thousands) (unaudited)    
    ASSETS      
    Cash and cash equivalents $ 4,149     $ 7,913  
    Restricted cash   52       64  
    Investments, at fair value:      
    Investments held by Customer ExAlt Trusts (related party of $12 and $552)   334,278       329,113  
    Investments held by Ben (related party of nil and $6)   —       6  
    Other assets, net   48,519       14,699  
    Intangible assets   3,100       3,100  
    Goodwill   9,914       13,606  
    Total assets $ 400,012     $ 368,501  
    LIABILITIES, TEMPORARY EQUITY, AND EQUITY (DEFICIT)      
    Accounts payable and accrued expenses (related party of $14,294 and $14,143) $ 149,204     $ 157,157  
    Other liabilities (related party of $16,798 and $9,740)   22,433       31,727  
    Warrants liability   648       178  
    Convertible debt   2,667       —  
    Debt due to related parties   120,274       120,505  
    Total liabilities   295,226       309,567  
    Redeemable noncontrolling interests      
    Preferred Series A Subclass 0 Redeemable Unit Accounts, nonunitized   90,526       251,052  
    Total temporary equity   90,526       251,052  
    Shareholder’s equity (deficit):      
    Preferred stock, par value $0.001 per share, 250,000 shares authorized      
    Series A preferred stock, 0 and 0 shares issued and outstanding as of December 31, 2024 and March 31, 2024   —       —  
    Series B preferred stock, 363 and 227 shares issued and outstanding as of December 31, 2024 and March 31, 2024   —       —  
    Class A common stock, par value $0.001 per share, 5,000,000 and 18,750(1) shares authorized as of December 31, 2024 and March 31, 2024, respectively, 8,246 and 3,348 shares issued as of December 31, 2024 and March 31, 2024, respectively, and 8,237 and 3,339 shares outstanding as of December 31, 2024 and March 31, 2024, respectively   8       3  
    Class B convertible common stock, par value $0.001 per share, 250(1) shares authorized, 239 and 239 shares issued and outstanding as of December 31, 2024 and March 31, 2024   —       —  
    Additional paid-in capital   1,843,911       1,848,068  
    Accumulated deficit   (2,007,272 )     (2,059,214 )
    Stock receivable   —       (20,038 )
    Treasury stock, at cost (9 shares as of December 31, 2024 and March 31, 2024)   (3,444 )     (3,444 )
    Accumulated other comprehensive income   161       276  
    Noncontrolling interests   180,896       42,231  
    Total equity (deficit)   14,260       (192,118 )
    Total liabilities, temporary equity, and equity (deficit) $ 400,012     $ 368,501  

    (1) Number has been adjusted to reflect 1-for-80 reverse stock split on April 18, 2024. See Note 1 – Summary of Significant Accounting Policies – Reverse Stock Split to the consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on July 9, 2024, for additional information.

    Table 8: Non-GAAP Reconciliations

    (in thousands)   Three Months Ended December 31, 2024
        Ben
    Liquidity
    Ben
    Custody
    Customer
    ExAlt Trusts
    Corporate/
    Other
    Consolidating
    Eliminations
    Consolidated
    Total revenues   $ 11,297   $ 5,410 $ 4,317   $ (86 ) $ (16,519 ) $ 4,419  
    Mark to market adjustment on interests in the GWG Wind Down Trust     —     —   8     —     —     8  
    Adjusted revenues   $ 11,297   $ 5,410 $ 4,325   $ (86 ) $ (16,519 ) $ 4,427  
                   
    Operating income (loss)   $ (2,853 ) $ 3,507 $ (35,544 ) $ (8,935 ) $ 34,312   $ (9,513 )
    Mark to market adjustment on interests in the GWG Wind Down Trust     —     —   8     —     —     8  
    Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust     —     1,340   —     —     (1,340 )   —  
    Goodwill impairment     —     —   —     —     —     —  
    Release of loss contingency related to arbitration award     —     —   —     —     —     —  
    Share-based compensation expense     —     —   —     804     —     804  
    Legal and professional fees(1)     —     —   —     1,400     —     1,400  
    Adjusted operating income (loss)   $ (2,853 ) $ 4,847 $ (35,536 ) $ (6,731 ) $ 32,972   $ (7,301 )

    (1) Includes legal and professional fees related lawsuits.

    (in thousands)   Three Months Ended September 30, 2024
        Ben
    Liquidity
    Ben
    Custody
    Customer
    ExAlt Trusts
    Corporate/
    Other
    Consolidating
    Eliminations
    Consolidated
    Total revenues   $ 11,978 $ 5,386 $ 9,112   $ (738 ) $ (17,177 ) $ 8,561  
    Mark to market adjustment on interests in the GWG Wind Down Trust     —   —   173     —     —     173  
    Adjusted revenues   $ 11,978 $ 5,386 $ 9,285   $ (738 ) $ (17,177 ) $ 8,734  
                   
    Operating income (loss)   $ 2,905 $ 4,329 $ (31,549 ) $ (16,426 ) $ 27,026   $ (13,715 )
    Mark to market adjustment on interests in the GWG Wind Down Trust     —   —   173     —     —     173  
    Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust     —   —   —     —     —     —  
    Goodwill impairment     —   298   —     —     —     298  
    Release of loss contingency related to arbitration award     —   —   —     —     —     —  
    Share-based compensation expense     —   —   —     3,364     —     3,364  
    Legal and professional fees(1)     —   —   —     3,269     —     3,269  
    Adjusted operating income (loss)   $ 2,905 $ 4,627 $ (31,376 ) $ (9,793 ) $ 27,026   $ (6,611 )

    (1) Includes legal and professional fees related to lawsuits.

    (in thousands)   Three Months Ended December 31, 2023
        Ben
    Liquidity
      Ben
    Custody
      Customer
    ExAlt Trusts
      Corporate/
    Other
      Consolidating
    Eliminations
      Consolidated
    Total revenues   $ 11,275     $ 5,897     $ (11,182 )   $ 789     $ (17,014 )   $ (10,235 )
    Mark to market adjustment on interests in the GWG Wind Down Trust     —       —       18,506       185       —       18,691  
    Adjusted revenues   $ 11,275     $ 5,897     $ 7,324     $ 974     $ (17,014 )   $ 8,456  
                             
    Operating income (loss)   $ (606,405 )   $ (267,995 )   $ (49,363 )   $ (20,217 )   $ 28,029     $ (915,951 )
    Mark to market adjustment on interests in the GWG Wind Down Trust     —       —       18,506       185       —       18,691  
    Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust     4,262       —       —       —       (4,262 )     —  
    Goodwill impairment     604,668       272,830       —       5,725       —       883,223  
    Loss on arbitration     —       —       —       —       —       —  
    Share-based compensation expense     —       —       —       2,026       —       2,026  
    Legal and professional fees(1)     —       —       —       327       —       327  
    Adjusted operating income (loss)   $ 2,525     $ 4,835     $ (30,857 )   $ (11,954 )   $ 23,767     $ (11,684 )

    (1) Includes legal and professional fees related to lawsuits.

    (in thousands)   Nine Months Ended December 31, 2024
        Ben
    Liquidity
      Ben
    Custody
      Customer
    ExAlt Trusts
      Corporate/
    Other
      Consolidating
    Eliminations
      Consolidated
    Total revenues   $ 34,124     $ 16,178   $ 23,282     $ (820 )   $ (49,738 )   $ 23,026  
    Mark to market adjustment on interests in the GWG Wind Down Trust     —       —     539       7       —       546  
    Adjusted revenues   $ 34,124     $ 16,178   $ 23,821     $ (813 )   $ (49,738 )   $ 23,572  
                             
    Operating income (loss)   $ (462 )   $ 9,123   $ (96,722 )   $ 18,730     $ 90,441     $ 21,110  
    Mark to market adjustment on interests in the GWG Wind Down Trust     —       —     539       7       —       546  
    Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust     5       1,340     —       —       (1,345 )     —  
    Goodwill impairment     —       3,427     —       265       —       3,692  
    Release of loss contingency related to arbitration award     —       —     —       (54,973 )     —       (54,973 )
    Share-based compensation expense     —       —     —       5,162       —       5,162  
    Legal and professional fees(1)     —       —     —       5,825       —       5,825  
    Adjusted operating income (loss)   $ (457 )   $ 13,890   $ (96,183 )   $ (24,984 )   $ 89,096     $ (18,638 )

    (1) Includes legal and professional fees related to lawsuits.

    (in thousands)   Nine Months Ended December 31, 2023
        Ben
    Liquidity
      Ben
    Custody
      Customer
    ExAlt Trusts
      Corporate/
    Other
      Consolidating
    Eliminations
      Consolidated
    Total revenues   $ 36,303     $ 18,961     $ (54,363 )   $ (1,549 )   $ (55,091 )   $ (55,739 )
    Mark to market adjustment on interests in the GWG Wind Down Trust     —       —       62,873       1,344       —       64,217  
    Adjusted revenues   $ 36,303     $ 18,961     $ 8,510     $ (205 )   $ (55,091 )   $ 8,478  
                             
    Operating income (loss)   $ (1,781,521 )   $ (538,840 )   $ (166,051 )   $ (94,532 )   $ 127,259     $ (2,453,685 )
    Mark to market adjustment on interests in the GWG Wind Down Trust     —       —       62,873       1,344       —       64,217  
    Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust     43,872       —       —       —       (43,872 )     —  
    Goodwill impairment     1,725,880       554,607       —       5,725       —       2,286,212  
    Loss on arbitration     —       —       —       —       —       —  
    Share-based compensation expense     —       —       —       37,530       —       37,530  
    Legal and professional fees(1)     —       —       —       8,352       —       8,352  
    Adjusted operating income (loss)   $ (11,769 )   $ 15,767     $ (103,178 )   $ (41,581 )   $ 83,387     $ (57,374 )

    (1) Includes legal and professional fees related to GWG Holdings bankruptcy, lawsuits, public relations, and employee matters.

      Three Months Ended
    December 31,
      Nine Months Ended
    December 31,
        2024     2023       2024       2023  
    Operating Expenses Non GAAP Reconciliation              
    Operating expenses $ 13,932   $ 905,716     $ 1,916     $ 2,397,946  
    Plus: Release of loss contingency related to arbitration award   —     —       54,973       —  
    Less: Goodwill impairment   —     (883,223 )     (3,692 )     (2,286,212 )
    Operating expenses, excluding goodwill impairment and release of loss contingency related to arbitration award $ 13,932   $ 22,493     $ 53,197     $ 111,734  

    The below table reconciles the non-GAAP financial measures of tangible book value and tangible book value to Ben’s public stockholders to the most comparable GAAP financial measures as of December 31, 2024 on an actual basis and pro forma assuming the transactions described in our Form 8-K filed on December 23, 2024 occurred on December 31, 2024.

      Actual
    and Pro
    Forma
    (a)
          Actual   Pro forma (a)
    Tangible Book Value     Tangible book value attributable to Ben’s public company stockholders        
    Total equity (deficit) $ 14,260     Tangible book value   $ 91,772     $ 91,772  
    Less: Goodwill and intangible assets   (13,014 )   Less: Tangible book value attributable to Beneficient Holdings noncontrolling interest holders     (91,772 )     (82,595 )
    Plus: Total temporary equity   90,526     Tangible book value attributable to Ben’s public company stockholders     —       9,177  
    Tangible book value $ 91,772              

    (a) Assumes the transactions described in our Form 8-K filed on December 23, 2024 closed on December 31, 2024 including that the BCH limited partnership agreement was amended to provide that Beneficient, as the indirect holder of the Class A Units and certain Designated Class S Ordinary Units of BCH, would receive in the event of a liquidation of BCH (i) 10% of the first $100 million of distributions of BCH following the satisfaction of the debts and liabilities of BCH on a consolidated basis and (ii) 33.3333% of the net asset value of the added alternative assets of up to $5 billion in connection with ExAlt Plan liquidity and primary capital transactions entered after December 22, 2024.

    Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders and Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders are non-GAAP financial measures. We present these non-GAAP financial measures because we believe it helps investors understand underlying trends in our business and facilitates an understanding of our operating performance from period to period because it facilitates a comparison of our recurring core business operating results. Tangible Book Value and Tangible Book Value to Ben’s Public Company Stockholders are also non-GAAP financial measures. We present these non-GAAP financial measures because we believe it help investors in analyzing the intrinsic value of the Company, including the proforma impact of the contemplated transactions more fully described in our Form 8-K filed on December 23, 2024. The non-GAAP financial measures are intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, U.S. GAAP. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of these non-GAAP financial measures may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate such items in the same way.

    We define adjusted revenue as revenue adjusted to exclude the effect of mark-to-market adjustments on related party equity securities that were acquired both prior to and during the Collateral Swap, which on August 1, 2023, became interests in the GWG Wind Down Trust. Adjusted Segment Revenues attributable to Ben’s Equity Holders is the same as “adjusted revenues” related to the aggregate of the Ben Liquidity, Ben Custody, and Corporate/Other Business Segments, which are the segments that impact the net income (loss) attributable to all equity holders of Beneficient, including equity holders of Beneficient’s subsidiary, BCH.

    Adjusted operating income (loss) represents GAAP operating income (loss), adjusted to exclude the effect of the adjustments to revenue as described above, credit losses on related party available-for-sale debt securities that were acquired in the Collateral Swap which on August 1, 2023, became interests in the GWG Wind Down Trust, and receivables from a related party that filed for bankruptcy and certain notes receivables originated during our formative transactions, non-cash asset impairment, share-based compensation expense, and legal, professional services, and public relations costs related to the GWG Holdings bankruptcy, lawsuits, a defunct product offering, and certain employee matters, including fees & loss contingency accruals (releases) incurred in arbitration with a former director. Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders is the same as “adjusted operating income (loss)” related to the aggregate of the Ben Liquidity, Ben Custody, and Corporate/Other Business Segments, which are the segments that impact the net income (loss) attributable to all equity holders of Beneficient, including equity holders of Beneficient’s subsidiary, BCH.

    Tangible book value is defined as the sum of total equity (deficit) less goodwill and intangible assets plus total temporary equity. Tangible book value to Ben’s public company stockholders is defined at tangible book value adjusted for the portion of tangible book value that is attributable to Ben’s public company stockholders, which is calculated as tangible book value adjusted for (i) 10% of the first $100 million of distributions of BCH following the satisfaction of the debts and liabilities of BCH on a consolidated basis and (ii) 33.3333% of the net asset value of the added alternative assets of up to $5 billion in connection with ExAlt Plan liquidity and primary capital transactions entered after December 22, 2024.

    These non-GAAP financial measures are not a measure of performance or liquidity calculated in accordance with U.S. GAAP. They are unaudited and should not be considered an alternative to, or more meaningful than, GAAP revenues or GAAP operating income (loss) as an indicator of our operating performance. Uses of cash flows that are not reflected in adjusted operating income (loss) or adjusted segment operating income (loss) attributable to Ben’s Equity Holders include capital expenditures, interest payments, debt principal repayments, and other expenses, which can be significant. As a result, adjusted operating income (loss) and/or adjusted segment operating income (loss) attributable to Ben’s Equity Holders should not be considered as a measure of our liquidity.

    Because of these limitations, Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders, Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders, Tangible Book Value and Tangible Book Value to Ben’s Public Company Stockholders should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders, Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders, Tangible Book Value and Tangible Book Value to Ben’s Public Company Stockholders on a supplemental basis. You should review the reconciliation of these non-GAAP financial measures set forth above and not rely on any single financial measure to evaluate our business.

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/09d463d7-9883-4bbf-8a05-3c24ea42846e

    The MIL Network –

    February 14, 2025
  • MIL-OSI: TransUnion Announces Fourth Quarter and Full-Year 2024 Results and Refreshed Capital Allocation Framework

    Source: GlobeNewswire (MIL-OSI)

    • Exceeded fourth quarter 2024 financial guidance for revenue with 9 percent growth driven by U.S. Markets Financial Services and Insurance verticals, and our International segment
    • Delivered strong financial results in 2024 while executing on technology modernization and delivering ~$85 million of transformation program savings
    • Announcing new freemium direct-to-consumer credit education and monitoring offering, enabled in collaboration with Credit Sesame
    • Providing 2025 financial guidance, we expect to deliver 3.5 to 5 percent revenue growth (4.5 to 6 percent organic constant currency)
    • Refreshing capital allocation framework – lowering target Leverage Ratio to under 2.5x, raising quarterly dividend to $0.115 and announcing new $500 million share repurchase program authorization

    CHICAGO, Feb. 13, 2025 (GLOBE NEWSWIRE) — TransUnion (NYSE: TRU) (the “Company”) today announced financial results for the quarter and full-year ended December 31, 2024.

    Fourth Quarter 2024 Results

    Revenue:

    • Total revenue for the quarter was $1,037 million, an increase of 9 percent (9 percent on an organic constant currency basis), compared with the fourth quarter of 2023.

    Earnings:

    • Net income attributable to TransUnion was $66 million for the quarter, compared with $6 million for the fourth quarter of 2023. Diluted earnings per share was $0.34, compared with $0.03 in the fourth quarter of 2023. Net income attributable to TransUnion margin was 6 percent, compared with 1 percent in the fourth quarter of 2023.
    • Adjusted Net Income was $192 million for the quarter, compared with $156 million for the fourth quarter of 2023. Adjusted Diluted Earnings per Share for the quarter was $0.97, compared with $0.80 in the fourth quarter of 2023.
    • Adjusted EBITDA was $378 million for the quarter, an increase of 16 percent (16 percent on a constant currency basis) compared with the fourth quarter of 2023. Adjusted EBITDA margin was 36 percent, compared with 34 percent in the fourth quarter of 2023.

    “TransUnion finished the year with strong revenue growth and margin expansion,” said Chris Cartwright, President and CEO. “U.S. Markets grew by high single-digits in the fourth quarter against subdued but stable market conditions, driven by mortgage pricing, improving non-mortgage Financial Services growth and Insurance strength. Our International segment delivered double-digit growth led by India, Asia Pacific and Latin America.”

    “In 2025, we expect to deliver 4.5 to 6 percent organic constant currency revenue growth with modest margin expansion, assuming a continuation of current subdued conditions. We remain highly focused on driving strong financial results while executing on our transformation initiatives – refining and strengthening our global operating model; completing U.S. and India technology modernization; and accelerating innovation and growth across our solution suites. We took a key step in reinvigorating Consumer Interactive growth with today’s announcement of our new freemium credit education and monitoring offering, enabled in collaboration with Credit Sesame.”

    “Following strong de-levering throughout 2024, we are providing a refreshed capital allocation framework. We are lowering our Leverage Ratio target to under 2.5x, raising our quarterly dividend to $0.115, and announcing a new $500 million share repurchase program. Given the strength of our portfolio and our ongoing transformation, the bar for M&A is high, and we are not seeking large-scale acquisitions. In 2025, we plan to deploy cash for a combination of further debt prepayment, share repurchases and partially funding of the recently announced Trans Union de Mexico acquisition.”

    Fourth Quarter 2024 Segment Results

    U.S. Markets:

    U.S. Markets revenue was $792 million, an increase of 8 percent compared with the fourth quarter of 2023.

    • Financial Services revenue was $356 million, an increase of 21 percent compared with the fourth quarter of 2023.
    • Emerging Verticals revenue was $302 million, an increase of 4 percent compared with the fourth quarter of 2023.
    • Consumer Interactive revenue was $134 million, a decrease of 11 percent compared with the fourth quarter of 2023.

    Adjusted EBITDA was $312 million, an increase of 16 percent compared to the fourth quarter of 2023.

    International:

    International revenue was $245 million, an increase of 11 percent (12 percent on a constant currency basis) compared with the fourth quarter of 2023.

    • Canada revenue was $39 million, an increase of 5 percent (8 percent on a constant currency basis) compared with the fourth quarter of 2023.
    • Latin America revenue was $34 million, an increase of 7 percent (15 percent on a constant currency basis) compared with the fourth quarter of 2023.
    • United Kingdom revenue was $59 million, an increase of 6 percent (3 percent on a constant currency basis) compared with the fourth quarter of 2023.
    • Africa revenue was $18 million, an increase of 13 percent (8 percent on a constant currency basis) compared with the fourth quarter of 2023.
    • India revenue was $67 million, an increase of 17 percent (18 percent on a constant currency basis) compared with the fourth quarter of 2023.
    • Asia Pacific revenue was $29 million, an increase of 19 percent (20 percent on a constant currency basis) compared with the fourth quarter of 2023.

    Adjusted EBITDA was $107 million, an increase of 11 percent (13 percent on a constant currency basis) compared with the fourth quarter of 2023.

    Full Year 2024 Results

    Revenue:

    • Total revenue for the year was $4,184 million, an increase of 9 percent (9 percent on a constant currency basis) compared with 2023.

    Earnings:

    • Net income (loss) attributable to TransUnion was $284 million for the year, compared with $(206) million in 2023. Diluted earnings (loss) per share was $1.45, compared with $(1.07) in 2023. Net income (loss) attributable to TransUnion margin was 7 percent, compared with (5) percent in 2023. Our net income attributable to TransUnion, diluted earnings per share and net income attributable to TransUnion margin include expenses associated with our transformation plan. Our 2023 net income attributable to TransUnion, diluted earnings per share and net income attributable to TransUnion margin include a goodwill impairment recognized in the third quarter of 2023.
    • Adjusted Net Income was $769 million for the year, compared with $655 million in 2023. Adjusted Diluted Earnings per Share was $3.91, compared with $3.37 in 2023.
    • Adjusted EBITDA was $1,506 million for the year, compared to $1,344 million in 2023, an increase of 12 percent (an increase of 12 percent on a constant currency basis) compared with 2023. Adjusted EBITDA margin was 36 percent, compared with 35 percent in 2023.

    Liquidity and Capital Resources

    Cash and cash equivalents were $679 million at December 31, 2024 and $476 million at December 31, 2023. For the twelve months ended December 31, 2024, we prepaid $150.0 million of our Senior Secured Term Loans, funded from our cash on hand.

    For the year ended December 31, 2024, cash provided by operating activities was $832 million compared with $645 million in 2023. For 2024, the increase in cash provided by operating activities was primarily due to improved operating performance and lower net interest expense, partially offset by employee separation payments and a penalty paid for the early termination of a facility lease, both of which were in connection with our operating model optimization program. For the year ended December 31, 2024, cash used in investing activities was $307 million for 2024 compared with $319 million in 2023. The decrease in cash used in investing activities was primarily due to lower investments in nonconsolidated affiliates. Capital expenditures as a percent of revenue represented 8% for 2024 and 2023. For the year ended December 31, 2024, cash used in financing activities was $309 million compared with $439 million in 2023. The decrease in cash used in financing activities was due primarily to a decrease in debt repayments.

    The Company’s Board of Directors has authorized the repurchase of up to $500 million of the Company’s common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company’s sole discretion. The share repurchase authorization does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be suspended or discontinued at any time. This new share repurchase authorization replaces all previous authorizations.

    The Company’s Board of Directors has declared a cash dividend of $0.115 per share for the fourth quarter of 2024. The dividend will be payable on March 14, 2025, to shareholders of record on February 27, 2025.

    First Quarter and Full Year 2025 Outlook

    Our guidance is based on a number of assumptions that are subject to change, many of which are outside of the control of the Company, including general macroeconomic conditions, interest rates and inflation. There are numerous evolving factors that we may not be able to accurately predict. There can be no assurance that the Company will achieve the results expressed by this guidance.

        Three Months Ended March 31, 2025   Year Ended December 31, 2025
    (in millions, except per share data)   Low   High   Low   High
    Revenue, as reported   $ 1,060     $ 1,074     $ 4,333     $ 4,393  
    Revenue growth1:                
    As reported     4 %     5 %     3.5 %     5 %
    Constant currency1, 2     5 %     6 %     4.5 %     6 %
    Organic constant currency1, 3     5 %     6 %     4.5 %     6 %
                     
    Net income attributable to TransUnion   $ 71     $ 77     $ 335     $ 362  
    Net income attributable to TransUnion growth     9 %     18 %     18 %     27 %
    Net income attributable to TransUnion margin     6.7 %     7.1 %     7.7 %     8.3 %
                     
    Diluted Earnings per Share   $ 0.36     $ 0.39     $ 1.68     $ 1.82  
    Diluted Earnings per Share growth     7 %     16 %     16 %     26 %
                     
    Adjusted EBITDA, as reported5   $ 376     $ 384     $ 1,549     $ 1,590  
    Adjusted EBITDA growth, as reported4     5 %     7 %     3 %     6 %
    Adjusted EBITDA margin     35.5 %     35.8 %     35.8 %     36.2 %
                     
    Adjusted Diluted Earnings per Share5   $ 0.96     $ 0.99     $ 3.93     $ 4.08  
    Adjusted Diluted Earnings per Share growth     4 %     8 %     1 %     4 %
                                     

            

    1. Additional revenue growth assumptions:
      1. The impact of changing foreign currency exchange rates is expected to be approximately 1% of headwind for Q1 2025 and FY 2025.
      2. There is no impact from recently announced acquisitions for Q1 2025 and FY 2025.
      3. The impact of mortgage is expected to be approximately 2 points of benefit for Q1 2025 and approximately 2 points of benefit for FY 2025.
      4. Constant currency growth rates assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.
      5. Organic constant currency growth rates are constant currency growth excluding inorganic growth. Inorganic growth represents growth attributable to the first twelve months of activity for recent business acquisitions. There is no impact from recent business acquisitions in Q1 2025 and FY 2025.
      6. Additional Adjusted EBITDA assumptions:
        1. The impact of changing foreign currency exchange rates is expected to have approximately 2% of headwind for Q1 2025 and approximately 1% of headwind for FY 2025.
        2. For a reconciliation of the above non-GAAP financial measures to the most directly comparable GAAP financial measures, refer to Schedule 7 of this Earnings Release.
        3. Earnings Webcast Details

          In conjunction with this release, TransUnion will host a conference call and webcast today at 8:30 a.m. Central Time to discuss the business results for the quarter and certain forward-looking information. This session and the accompanying presentation materials may be accessed at www.transunion.com/tru. A replay of the call will also be available at this website following the conclusion of the call.

          About TransUnion (NYSE: TRU)

          TransUnion is a global information and insights company with over 13,000 associates operating in more than 30 countries. We make trust possible by ensuring each person is reliably represented in the marketplace. We do this with a Tru™ picture of each person: an actionable view of consumers, stewarded with care. Through our acquisitions and technology investments we have developed innovative solutions that extend beyond our strong foundation in core credit into areas such as marketing, fraud, risk and advanced analytics. As a result, consumers and businesses can transact with confidence and achieve great things. We call this Information for Good® — and it leads to economic opportunity, great experiences and personal empowerment for millions of people around the world.

          http://www.transunion.com/business

          Availability of Information on TransUnion’s Website

          Investors and others should note that TransUnion routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the TransUnion Investor Relations website. While not all of the information that the Company posts to the TransUnion Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in TransUnion to review the information that it shares on www.transunion.com/tru.

          Forward-Looking Statements

          This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this earnings release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including our guidance and descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions.

          Factors that could cause actual results to differ materially from those described in the forward-looking statements, or that could materially affect our financial results or such forward-looking statements include:

        • macroeconomic effects and changes in market conditions, including the impact of inflation, risk of recession, and industry trends and adverse developments in the debt, consumer credit and financial services markets, including the impact on the carrying value of our assets in all of the markets where we operate;
        • our ability to provide competitive services and prices;
        • our ability to retain or renew existing agreements with large or long-term customers;
        • our ability to maintain the security and integrity of our data;
        • our ability to deliver services timely without interruption;
        • our ability to maintain our access to data sources;
        • government regulation and changes in the regulatory environment;
        • litigation or regulatory proceedings;
        • our approach to the use of artificial intelligence;
        • our ability to effectively manage our costs;
        • our efforts to execute our transformation plan and achieve the anticipated benefits and savings;
        • our ability to maintain effective internal control over financial reporting or disclosure controls and procedures;
        • economic and political stability in the United States and risks associated with the international markets where we operate;
        • our ability to effectively develop and maintain strategic alliances and joint ventures;
        • our ability to timely develop new services and the market’s willingness to adopt our new services;
        • our ability to manage and expand our operations and keep up with rapidly changing technologies;
        • our ability to acquire businesses, successfully secure financing for our acquisitions, timely consummate our acquisitions, successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions;
        • our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;
        • our ability to defend our intellectual property from infringement claims by third parties;
        • the ability of our outside service providers and key vendors to fulfill their obligations to us;
        • further consolidation in our end-customer markets;
        • the increased availability of free or inexpensive consumer information;
        • losses against which we do not insure;
        • our ability to make timely payments of principal and interest on our indebtedness;
        • our ability to satisfy covenants in the agreements governing our indebtedness;
        • our ability to maintain our liquidity;
        • stock price volatility;
        • our dividend payments;
        • share repurchase plans;
        • dividend rate;
        • our reliance on key management personnel; and
        • changes in tax laws or adverse outcomes resulting from examination of our tax returns.

        There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, to be filed with the SEC in February 2025, and our Annual Report on Form 10-K for the year ended December 31, 2023, as well as our quarterly reports for the quarters ended September 30, 2024, June 30, 2024 and March 31, 2024, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

        The forward-looking statements contained in this earnings release speak only as of the date of this earnings release. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this earnings release.

        For More Information

        E-mail:         Investor.Relations@transunion.com

        Telephone:   312.985.2860

        TRANSUNION AND SUBSIDIARIES
        Consolidated Balance Sheets (Unaudited)
        (in millions, except per share data)

          December 31,
        2024
          December 31,
        2023
        Assets      
        Current assets:      
        Cash and cash equivalents $ 679.5     $ 476.2  
        Trade accounts receivable, net of allowance of $19.9 and $16.4   798.9       723.0  
        Other current assets   323.4       275.9  
        Total current assets   1,801.8       1,475.1  
        Property, plant and equipment, net of accumulated depreciation and amortization of $506.3 and $804.4   203.5       199.3  
        Goodwill   5,144.3       5,176.0  
        Other intangibles, net of accumulated amortization of $2,294.5 and $2,719.8   3,257.5       3,515.3  
        Other assets   577.7       739.4  
        Total assets $ 10,984.8     $ 11,105.1  
        Liabilities and stockholders’ equity      
        Current liabilities:      
        Trade accounts payable $ 294.6     $ 251.3  
        Current portion of long-term debt   70.6       89.6  
        Other current liabilities   694.4       661.8  
        Total current liabilities   1,059.6       1,002.7  
        Long-term debt   5,076.6       5,250.8  
        Deferred taxes   415.3       592.9  
        Other liabilities   114.5       153.2  
        Total liabilities   6,666.0       6,999.6  
        Stockholders’ equity:      
        Preferred stock, $0.01 par value; 100.0 million shares authorized; none issued or outstanding as of December 31, 2024 and 2023   —       —  
        Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2024 and December 31, 2023; 201.5 million and 200.0 million shares issued as of December 31, 2024 and December 31, 2023, respectively; and 194.9 million and 193.8 million shares outstanding as of December 31, 2024 and December 31, 2023, respectively   2.0       2.0  
        Additional paid-in capital   2,558.9       2,412.9  
        Treasury stock at cost; 6.6 million and 6.2 million shares at December 31, 2024 and December 31, 2023, respectively   (334.6 )     (302.9 )
        Retained earnings   2,357.9       2,157.1  
        Accumulated other comprehensive loss   (367.2 )     (260.9 )
        Total TransUnion stockholders’ equity   4,217.0       4,008.2  
        Noncontrolling interests   101.8       97.3  
        Total stockholders’ equity   4,318.8       4,105.5  
        Total liabilities and stockholders’ equity $ 10,984.8     $ 11,105.1  
                       

        TRANSUNION AND SUBSIDIARIES
        Consolidated Statements of Operations (Unaudited)
        (in millions, except per share data)

          Three Months Ended   December 31,   Years Ended December 31,
            2024       2023       2024       2023  
        Revenue $ 1,036.8     $ 954.3     $ 4,183.8     $ 3,831.2  
        Operating expenses              
        Cost of services (exclusive of depreciation and amortization below)   411.6       380.6       1,673.3       1,517.3  
        Selling, general and administrative   317.2       303.9       1,239.3       1,171.6  
        Depreciation and amortization   137.3       133.3       537.8       524.4  
        Goodwill impairment   —       —       —       414.0  
        Restructuring   —       75.3       66.8       75.3  
        Total operating expenses   866.0       893.0       3,517.1       3,702.7  
        Operating income   170.8       61.3       666.7       128.5  
        Non-operating income and (expense)              
        Interest expense   (62.0 )     (71.0 )     (265.2 )     (288.2 )
        Interest income   8.6       5.7       28.5       20.7  
        Earnings from equity method investments   4.2       4.6       18.3       16.3  
        Other income and (expense), net   (20.9 )     (6.4 )     (47.1 )     (22.7 )
        Total non-operating income and (expense)   (70.1 )     (67.1 )     (265.5 )     (273.9 )
        Income (loss) from continuing operations before income taxes   100.6       (5.8 )     401.1       (145.3 )
        Provision for income taxes   (29.9 )     15.4       (98.8 )     (44.7 )
        Income (loss) from continuing operations   70.7       9.5       302.3       (190.1 )
        Discontinued operations, net of tax   —       —       —       (0.7 )
        Net income (loss)   70.7       9.5       302.3       (190.8 )
        Less: net income attributable to noncontrolling interests   (4.5 )     (3.5 )     (18.0 )     (15.4 )
        Net income (loss) attributable to TransUnion $ 66.2     $ 6.1     $ 284.4     $ (206.2 )
                       
        Income (loss) from continuing operations $ 70.7     $ 9.5     $ 302.3     $ (190.1 )
        Less: income from continuing operations attributable to noncontrolling interests   (4.5 )     (3.5 )     (18.0 )     (15.4 )
        Income (loss) from continuing operations attributable to TransUnion   66.2       6.0       284.4       (205.4 )
        Discontinued operations, net of tax   —       —       —       (0.7 )
        Net income (loss) attributable to TransUnion $ 66.2     $ 6.1     $ 284.4     $ (206.2 )
                       
        Basic earnings (loss) per common share from:              
        Income (loss) from continuing operations attributable to TransUnion $ 0.34     $ 0.03     $ 1.46     $ (1.06 )
        Discontinued operations, net of tax   —       —       —       —  
        Net income (loss) attributable to TransUnion $ 0.34     $ 0.03     $ 1.46     $ (1.07 )
        Diluted earnings (loss) per common share from:              
        Income (loss) from continuing operations attributable to TransUnion $ 0.34     $ 0.03     $ 1.45     $ (1.06 )
        Discontinued operations, net of tax   —       —       —       —  
        Net income (loss) attributable to TransUnion $ 0.34     $ 0.03     $ 1.45     $ (1.07 )
                       
        Weighted-average shares outstanding:              
        Basic   194.9       193.7       194.4       193.4  
        Diluted   197.3       194.3       196.7       193.4  
                                       

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

        TRANSUNION AND SUBSIDIARIES
        Consolidated Statements of Cash Flows (Unaudited)
        (in millions)

          Years Ended December 31,
            2024       2023  
        Cash flows from operating activities:      
        Net income (loss) $ 302.3     $ (190.8 )
        Less: Discontinued operations, net of tax   —       (0.7 )
        Income (loss) from continuing operations   302.3       (190.1 )
        Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
        Depreciation and amortization   537.8       524.4  
        Goodwill impairment   —       414.0  
        Loss on repayment of loans   7.4       7.6  
        Deferred taxes   (157.3 )     (162.7 )
        Stock-based compensation   121.2       100.3  
        Loss on early termination of lease   40.5       —  
        Other   34.3       26.0  
        Changes in assets and liabilities:      
        Trade accounts receivable   (105.6 )     (135.1 )
        Other current and long-term assets   46.0       (12.7 )
        Trade accounts payable   39.2       (6.5 )
        Other current and long-term liabilities   (33.3 )     80.4  
        Cash provided by operating activities of continuing operations   832.5       645.6  
        Cash used in operating activities of discontinued operations   —       (0.2 )
        Cash provided by operating activities   832.5       645.4  
        Cash flows from investing activities:      
        Capital expenditures   (315.8 )     (310.7 )
        Proceeds from sale/maturity of other investments   0.2       82.3  
        Purchases of other investments   (0.2 )     (53.5 )
        Investments in nonconsolidated affiliates   (5.9 )     (36.9 )
        Proceeds from the sale of investments in nonconsolidated affiliates   7.7       —  
        (Payments) proceeds related to disposal of discontinued operations   —       (0.5 )
        Other   6.6       0.4  
        Cash used in investing activities   (307.4 )     (318.9 )
        Cash flows from financing activities:      
        Proceeds from Term Loans   1,793.1       655.8  
        Repayments of Term Loans   (1,786.1 )     (347.7 )
        Repayments of debt   (198.9 )     (650.0 )
        Debt financing fees   (16.5 )     (3.3 )
        Proceeds from issuance of common stock and exercise of stock options   24.9       23.1  
        Dividends to shareholders   (82.7 )     (81.8 )
        Employee taxes paid on restricted stock units recorded as treasury stock   (31.7 )     (18.4 )
        Distributions to noncontrolling interests   (10.8 )     (16.5 )
        Cash used in financing activities   (308.7 )     (438.8 )
        Effect of exchange rate changes on cash and cash equivalents   (13.1 )     3.2  
        Net change in cash and cash equivalents   203.3       (109.1 )
        Cash and cash equivalents, beginning of period   476.2       585.3  
        Cash and cash equivalents, end of period $ 679.5     $ 476.2  
                       

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

        TRANSUNION AND SUBSIDIARIES
        Non-GAAP Financial Measures

        We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income (loss) attributable to the Company, diluted earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented in the tables below.

        We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.

        Our board of directors and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.

        Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.

        Consolidated Adjusted EBITDA

        Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented:

        • Discontinued operations, net of tax, as reported on our Consolidated Statements of Operations. We exclude discontinued operations, net of tax because we believe it does not reflect the underlying and ongoing performance of our business operations.
        • Net interest expense, which is the sum of interest expense and interest income as reported on our Consolidated Statements of Operations.
        • Provision for income taxes, as reported on our Consolidated Statements of Operations.
        • Depreciation and amortization, as reported on our Consolidated Statements of Operations.
        • Goodwill impairment, as reported on our Consolidated Statements of Operations. We exclude goodwill impairment because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations during that period and such expense can vary significantly between periods.
        • Stock-based compensation is used as an incentive to engage and retain our employees. It is predominantly a non-cash expense. We exclude stock-based compensation because it may not correlate to the underlying performance of our business operations during the period since it is measured at the grant date fair value and it is subject to variability as a result of performance conditions and timing of grants. These expenses are reported within cost of services and selling, general and administrative on our Consolidated Statements of Operations.
        • Operating model optimization program represents employee separation costs, facility lease exit costs and other business process optimization expenses incurred in connection with the transformation plan discussed further in “Results of Operations – Factors Affecting Our Results of Operations.” We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business. Further, these costs will vary and may not be comparable during the transformation initiative as we progress toward an optimized operating model. These costs are reported primarily in restructuring and selling, general and administrative on our Consolidated Statements of Operations.
        • Accelerated technology investment includes Project Rise and the final phase of our technology investment announced in November 2023. Project Rise was announced in February 2020 and was originally expected to be completed in 2022. Following our acquisition of Neustar in December 2021, we recognized the opportunity to take advantage of Neustar’s capabilities to enhance and complement our cloud-based technology already under development as part of Project Rise. As a result, we extended Project Rise’s timeline to 2024 and increased the total estimated cost to approximately $240 million. In November 2023, we announced our plans to further leverage Neustar’s technology to standardize and streamline our product delivery platforms and to build a single global platform for fulfillment of our product lines. The additional investment is expected to be approximately $90 million during 2024 and 2025 and represents the final phase of the technology investment in our global technology infrastructure and core customer applications. We expect that the accelerated technology investment will fundamentally transform our technology infrastructure by implementing a global cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance and enable a continuous improvement approach to avoid the need for another major technology overhaul in the foreseeable future. The unique effort to build a secure, reliable and performant hybrid cloud infrastructure requires us to dedicate separate resources in order to develop the new cloud-based infrastructure in parallel with our current on-premise environment by maintaining our existing technology team to ensure no disruptions to our customers. The costs associated with the accelerated technology investment are incremental and redundant costs that will not recur after the program has been completed and are not representative of our underlying operating performance. Therefore, we believe that excluding these costs from our non-GAAP measures provides a better reflection of our ongoing cost structure. These costs are primarily reported in cost of services and therefore do not include amounts that are capitalized as internally developed software.
        • Mergers and acquisitions, divestitures and business optimization expenses are non-recurring expenses associated with specific transactions (exploratory or executed) and consist of (i) transaction and integration costs, (ii) post-acquisition adjustments to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period, (iii) fair value and impairment adjustments related to investments and call and put options, (iv) transition services agreement income, and (v) a loss on disposal of a business. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary depending upon the timing of such transactions. These expenses are reported in costs of services, selling, general and administrative and other income and (expenses), net, on our Consolidated Statements of Operations.
        • Net other adjustments principally relate to: (i) deferred loan fee expense from debt prepayments and refinancing, (ii) currency remeasurement on foreign operations, (iii) other debt financing expenses consisting primarily of revolving credit facility deferred financing fee amortization and commitment fees and expenses associated with ratings agencies and interest rate hedging, (iv) legal and regulatory expenses, net, and (v) other non-operating (income) expense. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business and create variability between periods based on the nature and timing of the expense or income. These costs are reported in selling, general and administrative and in non-operating income and expense, net as applicable based on their nature on our Consolidated Statements of Operations.

        Consolidated Adjusted EBITDA Margin

        Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.

        Adjusted Net Income

        Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted Net Income for the periods presented:

        • Discontinued operations, net of tax (see Consolidated Adjusted EBITDA above)
        • Goodwill impairment (see Consolidated Adjusted EBITDA above)
        • Amortization of certain intangible assets presents non-cash amortization expenses related to assets that arose from our 2012 change in control transaction and business combinations occurring after our 2012 change in control. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary dependent upon the timing of the transactions that give rise to these assets. Amortization of intangible assets is included in depreciation and amortization on our Consolidated Statements of Operations.
        • Stock-based compensation (see Consolidated Adjusted EBITDA above)
        • Operating model optimization program (see Consolidated Adjusted EBITDA above)
        • Accelerated technology investment (see Consolidated Adjusted EBITDA above)
        • Mergers and acquisitions, divestiture and business optimization (see Consolidated Adjusted EBITDA above)
        • Net other is consistent with the definition in Consolidated Adjusted EBITDA above except that other debt financing expenses and certain other miscellaneous income and expense that are included in the adjustment to calculate Adjusted EBITDA are excluded in the adjustment made to calculate Adjusted Net Income.
        • Total adjustments for income taxes relates to the cumulative adjustments discussed below for Adjusted Provision for Income Taxes. This adjustment is made for the reasons indicated in Adjusted Provision for Income Taxes below. Adjustments related to the provision for income taxes are included in the line item by this name on our consolidated statement of operations.

        Adjusted Diluted Earnings Per Share

        Management defines Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding.

        Adjusted Provision for Income Taxes

        Management has excluded the following items from our provision for income taxes for the periods presented:

        • Tax effect of above adjustments represents the income tax effect of the adjustments related to Adjusted Net Income described above. The tax rate applied to each adjustment is based on the nature of each line item. We include the tax effect of the adjustments made to Adjusted Net Income to provide a comprehensive view of our adjusted net income.
        • Excess tax expense (benefit) for stock-based compensation is the permanent difference between expenses recognized for book purposes and expenses recognized for tax purposes, in each case related to stock-based compensation expense. We exclude this amount from the Adjusted Provision for Income Taxes in order to be consistent with the exclusion of stock-based compensation from the calculation of Adjusted Net Income.
        • Other principally relates to (i) deferred tax adjustments, including rate changes, (ii) infrequent or unusual valuation allowance adjustments, (iii) return to provision, tax authority audit adjustments, and reserves related to prior periods, and (iv) other non-recurring items. We exclude these items because they create variability that impacts comparability between periods.

        Adjusted Effective Tax Rate

        Management defines Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by Adjusted income from continuing operations before income taxes. We calculate adjusted income from continuing operations before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income discussed above and noncontrolling interest related to these pre-tax adjustments from (loss) income from continuing operations before income taxes.

        Leverage Ratio

        Management defines Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.

        This earnings release presents constant currency growth rates assuming foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates. This earnings release also presents organic constant currency growth rates, which assumes consistent foreign currency exchange rates between years and also eliminates the impact of our recent acquisitions. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates and the impacts of recent acquisitions.

        Free cash flow is defined as cash provided by operating activities less capital expenditures and is a measure we may refer to.

        Refer to Schedules 1 through 7 for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure.

        SCHEDULE 1
        TRANSUNION AND SUBSIDIARIES
        Revenue and Adjusted EBITDA growth rates as Reported, CC, Inorganic, Organic and Organic CC
        (Unaudited)
                 
            For the Three Months Ended December 31, 2024 compared with
        the Three Months Ended December 31, 2023
          For the Year Ended December 31, 2024 compared with
        the Year Ended December 31, 2023
            Reported   CC Growth1   Organic CC Growth2   Reported   CC Growth1   Organic CC Growth2
        Revenue:                        
        Consolidated   8.6 %   8.9 %   8.9 %   9.2 %   9.3 %   9.3 %
        U.S. Markets   7.6 %   7.7 %   7.7 %   8.2 %   8.2 %   8.2 %
        Financial Services   20.6 %   20.6 %   20.6 %   15.2 %   15.2 %   15.2 %
        Emerging Verticals   4.2 %   4.2 %   4.2 %   4.0 %   4.0 %   4.0 %
        Consumer Interactive   (11.1)%   (11.1)%   (11.1)%   1.5 %   1.6 %   1.6 %
        International   10.7 %   11.7 %   11.7 %   12.7 %   13.0 %   13.0 %
        Canada   5.3 %   7.9 %   7.9 %   9.9 %   11.5 %   11.5 %
        Latin America   7.0 %   15.2 %   15.2 %   10.6 %   12.0 %   12.0 %
        United Kingdom   5.8 %   2.7 %   2.7 %   5.1 %   2.6 %   2.6 %
        Africa   13.0 %   8.2 %   8.2 %   9.5 %   9.8 %   9.8 %
        India   16.7 %   18.3 %   18.3 %   23.1 %   24.7 %   24.7 %
        Asia Pacific   19.3 %   20.2 %   20.2 %   15.1 %   15.8 %   15.8 %
                                 
        Adjusted EBITDA:                        
        Consolidated   15.9 %   16.4 %   16.4 %   12.1 %   12.3 %   12.3 %
        U.S. Markets   16.3 %   16.4 %   16.4 %   10.2 %   10.2 %   10.2 %
        International   11.3 %   12.8 %   12.8 %   15.8 %   16.6 %   16.6 %
                                             
        1. Constant Currency (“CC”) growth rates assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.
        2. We have no inorganic revenue or Adjusted EBITDA for the periods presented. Organic CC growth rate is the CC growth rate less inorganic growth rate.
           
        SCHEDULE 2
        TRANSUNION AND SUBSIDIARIES
        Consolidated and Segment Revenue, Adjusted EBITDA, and Adjusted EBITDA Margins (Unaudited)
        (dollars in millions)
               
          Three Months Ended December 31,   Years Ended December 31,
            2024       2023       2024       2023  
        Revenue:              
        U.S. Markets gross revenue              
        Financial Services $ 356.1     $ 295.3     $ 1,433.8     $ 1,244.9  
        Emerging Verticals   302.3       290.3       1,215.5       1,168.2  
        Consumer Interactive   133.5       150.3       588.7       579.7  
        U.S. Markets gross revenue $ 792.0     $ 735.8     $ 3,237.9     $ 2,992.8  
                       
        International gross revenue              
        Canada $ 38.5     $ 36.6     $ 154.4     $ 140.5  
        Latin America   33.8       31.6       134.7       121.8  
        United Kingdom   59.2       55.9       227.7       216.6  
        Africa   18.4       16.3       66.4       60.6  
        India   66.6       57.1       269.4       218.9  
        Asia Pacific   28.6       24.0       105.8       91.9  
        International gross revenue $ 245.1     $ 221.5     $ 958.4     $ 850.4  
                       
        Total gross revenue $ 1,037.1     $ 957.3     $ 4,196.3     $ 3,843.1  
                       
        Intersegment revenue eliminations              
        U.S. Markets $ 1.3     $ (1.6 )   $ (6.2 )   $ (6.2 )
        International   (1.6 )     (1.4 )     (6.4 )     (5.7 )
        Total intersegment revenue eliminations $ (0.3 )   $ (3.0 )   $ (12.6 )   $ (11.9 )
                       
        Total revenue as reported $ 1,036.8     $ 954.3     $ 4,183.8     $ 3,831.2  
                       
        Adjusted EBITDA:              
        U.S. Markets $ 311.9     $ 268.1     $ 1,232.8     $ 1,119.0  
        International   107.4       96.5       425.5       367.5  
        Corporate   (41.4 )     (38.6 )     (152.0 )     (142.8 )
                       
        Adjusted EBITDA Margin:1              
        U.S. Markets   39.4 %     36.4 %     38.1 %     37.4 %
        International   43.8 %     43.6 %     44.4 %     43.2 %
                                       
        1. Segment Adjusted EBITDA Margins are calculated using segment gross revenue and segment Adjusted EBITDA. Consolidated Adjusted EBITDA Margin is calculated using total revenue as reported and consolidated Adjusted EBITDA.
           
          Three Months Ended December 31,   Years Ended December 31,
            2024       2023       2024       2023  
        Reconciliation of Net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA:              
        Net income (loss) attributable to TransUnion $ 66.2     $ 6.1     $ 284.4     $ (206.2 )
        Discontinued operations, net of tax   —       —       —       0.7  
        Income (loss) from continuing operations attributable to TransUnion $ 66.2     $ 6.0     $ 284.4     $ (205.4 )
        Net interest expense   53.4       65.4       236.7       267.5  
        Provision (benefit) for income taxes   29.9       (15.4 )     98.8       44.7  
        Depreciation and amortization   137.3       133.3       537.8       524.4  
        EBITDA $ 286.8     $ 189.4     $ 1,157.7     $ 631.2  
        Adjustments to EBITDA:              
        Stock-based compensation $ 35.6     $ 27.3     $ 121.2     $ 100.6  
        Goodwill impairment1   —       —       —       414.0  
        Mergers and acquisitions, divestitures and business optimization2   9.4       10.1       26.5       34.6  
        Accelerated technology investment3   25.6       17.0       84.2       70.6  
        Operating model optimization program4   8.4       77.6       94.8       77.6  
        Net other5   12.1       4.6       21.8       15.2  
        Total adjustments to EBITDA $ 91.1     $ 136.6     $ 348.7     $ 712.5  
        Consolidated Adjusted EBITDA $ 377.9     $ 326.0     $ 1,506.3     $ 1,343.7  
                       
        Net income (loss) attributable to TransUnion margin   6.4 %     0.6 %     6.8 %   (5.4)%
        Consolidated Adjusted EBITDA margin6   36.5 %     34.2 %     36.0 %     35.1 %
                                       

        As a result of displaying amounts in millions, rounding differences may exist in the tables above and footnotes below.

        1. During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
        2. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
           
            Three Months Ended December 31,   Years Ended December 31,
              2024       2023       2024     2023  
        Transaction and integration costs   $ 4.2     $ 9.9     $ 11.2   $ 30.9  
        Fair value and impairment adjustments     7.6       0.9       8.4     1.6  
        Post-acquisition adjustments     (2.3 )     (0.5 )     7.0     4.3  
        Transition services agreement income     —       (0.1 )     —     (2.5 )
        Loss on business disposal     —       —       —     0.3  
        Total mergers and acquisitions, divestitures and business optimization   $ 9.4     $ 10.1     $ 26.5   $ 34.6  
                                       
        3.  Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities, which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
           
            Three Months Ended December 31,   Years Ended December 31,
              2024     2023     2024     2023
        Foundational Capabilities   $ 10.7   $ 8.0   $ 35.7   $ 35.8
        Migration Management     13.3     7.7     43.2     29.6
        Program Enablement     1.6     1.3     5.4     5.2
        Total accelerated technology investment   $ 25.6   $ 17.0   $ 84.2   $ 70.6
                                 
        4. Operating model optimization consisted of the following adjustments:
           
            Three Months Ended December 31,   Years Ended December 31,
              2024     2023     2024     2023
        Employee separation   $ —   $ 71.9   $ 24.7   $ 71.9
        Facility exit     —     3.4     42.1     3.4
        Business process optimization     8.4     2.3     28.0     2.3
        Total operating model optimization   $ 8.4   $ 77.6   $ 94.8   $ 77.6
                                 
        5. Net other consisted of the following adjustments:
           
            Three Months Ended December 31,   Years Ended December 31,
              2024     2023       2024       2023  
        Deferred loan fee expense from debt prepayments and refinancings   $ 8.6   $ 6.2     $ 17.8     $ 9.3  
        Other debt financing expenses     0.7     0.7       2.4       2.2  
        Currency remeasurement on foreign operations     2.5     (1.8 )     2.1       4.8  
        Other non-operating (income) and expense     0.2     (0.5 )     (0.5 )     (1.0 )
        Total other adjustments   $ 12.1   $ 4.6     $ 21.8     $ 15.2  
                                       
        6. Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.
           
        SCHEDULE 3
        TRANSUNION AND SUBSIDIARIES
        Adjusted Net Income and Adjusted Diluted Earnings Per Share (Unaudited)
        (in millions, except per share data)
                 
            Three Months Ended December 31,   Years Ended December 31,
              2024       2023       2024       2023  
        Net income (loss) from continuing operations attributable to TransUnion   $ 66.2     $ 6.0     $ 284.4     $ (205.4 )
        Discontinued operations, net of tax     —       —       —       (0.7 )
        Income (loss) attributable to TransUnion   $ 66.2     $ 6.1     $ 284.4     $ (206.2 )
                         
        Weighted-average shares outstanding:                
        Basic     194.9       193.7       194.4       193.4  
        Diluted     197.3       194.3       196.7       193.4  
                         
        Basic earnings (loss) per common share from:                
        Income (loss) from continuing operations attributable to TransUnion   $ 0.34     $ 0.03     $ 1.46     $ (1.06 )
        Discontinued operations, net of tax     —       —       —       —  
        Net income (loss) attributable to TransUnion   $ 0.34     $ 0.03     $ 1.46     $ (1.07 )
        Diluted earnings (loss) per common share from:                
        Income (loss) from continuing operations attributable to TransUnion   $ 0.34     $ 0.03     $ 1.45     $ (1.06 )
        Discontinued operations, net of tax     —       —       —       —  
        Net income (loss) attributable to TransUnion   $ 0.34     $ 0.03     $ 1.45     $ (1.07 )
                         
        Reconciliation of Net income (loss) attributable to TransUnion to Adjusted Net Income:                
        Net income (loss) attributable to TransUnion   $ 66.2     $ 6.1     $ 284.4     $ (206.2 )
        Discontinued operations, net of tax     —       —       —       0.7  
        Income (loss) from continuing operations attributable to TransUnion   $ 66.2     $ 6.0     $ 284.4     $ (205.4 )
        Adjustments before income tax items:                
        Amortization of certain intangible assets     71.3       72.4       286.1       293.6  
        Stock-based compensation     35.6       27.3       121.2       100.6  
        Goodwill impairment1     —       —       —       414.0  
        Mergers and acquisitions, divestitures and business optimization2     9.4       10.1       26.5       34.6  
        Accelerated technology investment3     25.6       17.0       84.2       70.6  
        Operating model optimization program4     8.4       77.6       94.8       77.6  
        Net other5     11.6       4.4       20.2       14.0  
        Total adjustments before income tax items   $ 161.9     $ 208.8     $ 633.1     $ 1,005.0  
        Total adjustments for income taxes6   $ (35.9 )   $ (58.9 )   $ (148.7 )   $ (144.1 )
        Adjusted Net Income   $ 192.2     $ 156.0     $ 768.8     $ 655.4  
                         
        Weighted-average shares outstanding:                
        Basic     194.9       193.7       194.4       193.4  
        Diluted     197.3       194.3       196.7       194.7  
                         
        Adjusted Earnings per Share:                
        Basic   $ 0.99     $ 0.81     $ 3.95     $ 3.39  
        Diluted   $ 0.97     $ 0.80     $ 3.91     $ 3.37  
                                         

                

            Three Months Ended December 31,   Years Ended December 31,
              2024       2023       2024       2023  
        Reconciliation of Diluted earnings (loss) per share from Net income attributable to TransUnion to Adjusted Diluted Earnings per Share:                
        Diluted earnings (loss) per common share from:                
        Net income (loss) attributable to TransUnion   $ 0.34     $ 0.03     $ 1.45     $ (1.07 )
        Discontinued operations, net of tax     —       —       —       —  
        Income (loss) from continuing operations attributable to TransUnion   $ 0.34     $ 0.03     $ 1.45     $ (1.06 )
        Adjustments before income tax items:                
        Amortization of certain intangible assets     0.36       0.37       1.45       1.51  
        Stock-based compensation     0.18       0.14       0.62       0.52  
        Goodwill impairment1     —       —       —       2.13  
        Mergers and acquisitions, divestitures and business optimization2     0.05       0.05       0.13       0.18  
        Accelerated technology investment3     0.13       0.09       0.43       0.36  
        Operating model optimization program4     0.04       0.40       0.48       0.40  
        Net other5     0.06       0.02       0.10       0.07  
        Total adjustments before income tax items   $ 0.82     $ 1.07     $ 3.22     $ 5.16  
        Total adjustments for income taxes6     (0.18 )     (0.30 )     (0.76 )     (0.74 )
        Impact of additional dilutive shares7     —       —       —       0.02  
        Adjusted Diluted Earnings per Share   $ 0.97     $ 0.80     $ 3.91     $ 3.37  
                                         

        Each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above.

        1. During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
        2. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
           
            Three Months Ended December 31,   Years Ended December 31,
              2024       2023       2024     2023  
        Transaction and integration costs   $ 4.2     $ 9.9     $ 11.2   $ 30.9  
        Fair value and impairment adjustments     7.6       0.9       8.4     1.6  
        Post-acquisition adjustments     (2.3 )     (0.5 )     7.0     4.3  
        Transition services agreement income     —       (0.1 )     —     (2.5 )
        Loss on business disposal     —       —       —     0.3  
        Total mergers and acquisitions, divestitures and business optimization   $ 9.4     $ 10.1     $ 26.5   $ 34.6  
                                       
        3. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
           
            Three Months Ended December 31,   Years Ended December 31,
              2024     2023     2024     2023
        Foundational Capabilities   $ 10.7   $ 8.0   $ 35.7   $ 35.8
        Migration Management     13.3     7.7     43.2     29.6
        Program Enablement     1.6     1.3     5.4     5.2
        Total accelerated technology investment   $ 25.6   $ 17.0   $ 84.2   $ 70.6
                                 
        4. Operating model optimization consisted of the following adjustments:
           
            Three Months Ended December 31,   Years Ended December 31,
              2024     2023     2024     2023
        Employee separation   $ —   $ 71.9   $ 24.7   $ 71.9
        Facility exit     —     3.4     42.1     3.4
        Business process optimization     8.4     2.3     28.0     2.3
        Total operating model optimization   $ 8.4   $ 77.6   $ 94.8   $ 77.6
                                 
        5. Net other consisted of the following adjustments:
           
            Three Months Ended December 31,   Years Ended December 31,
              2024     2023       2024     2023
        Deferred loan fee expense from debt prepayments and refinancing   $ 8.6   $ 6.2     $ 17.8   $ 9.3
        Currency remeasurement on foreign operations     2.5     (1.8 )     2.1     4.8
        Other non-operating expense     0.4     —       0.3     —
        Total other adjustments   $ 11.6   $ 4.4     $ 20.2   $ 14.0
                                   
        6. Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes.
        7.  Diluted share counts for Adjusted Diluted Earnings Per Share includes an additional 1.3 million of dilutive securities for the twelve months ended December 31, 2023, which are not included in GAAP diluted weighted-average shares outstanding due to the Company’s net loss position for the twelve months ended December 31, 2023.
           
        SCHEDULE 4
        TRANSUNION AND SUBSIDIARIES
        Adjusted Provision for Income Taxes, Effective Tax Rate and Adjusted Effective Tax Rate (Unaudited)
        (dollars in millions)
               
          Three Months Ended December 31,   Years Ended December 31,
            2024       2023       2024       2023  
        Income (loss) from continuing operations before income taxes $ 100.6     $ (5.8 )   $ 401.1     $ (145.3 )
        Total adjustments before income tax items from Schedule 3   161.9       208.8       633.1       1,005.0  
        Adjusted income from continuing operations before income taxes $ 262.5     $ 203.0     $ 1,034.3     $ 859.7  
                       
        Reconciliation of Provision for income taxes to Adjusted Provision for Income Taxes              
        (Provision) benefit for income taxes   (29.9 )     15.4       (98.8 )     (44.7 )
        Adjustments for income taxes:              
        Tax effect of above adjustments   (37.0 )     (45.5 )     (145.5 )     (135.6 )
        Eliminate impact of excess tax (benefit) expenses for stock-based compensation   (0.1 )     0.2       (1.5 )     3.0  
        Other1   1.3       (13.7 )     (1.7 )     (11.5 )
        Total adjustments for income taxes $ (35.9 )   $ (58.9 )   $ (148.7 )   $ (144.1 )
        Adjusted Provision for Income Taxes $ (65.8 )   $ (43.5 )   $ (247.6 )   $ (188.8 )
                       
        Effective tax rate   29.7 %     263.1 %     24.6 %   (30.8)%
        Adjusted Effective Tax Rate   25.1 %     21.4 %     23.9 %     22.0 %
                                       

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

        1. Other adjustments for income taxes include:
           
            Three Months Ended December 31,   Years Ended December 31,
              2024       2023       2024       2023  
        Deferred tax adjustments   $ 15.2     $ (13.5 )   $ 13.8     $ (12.9 )
        Valuation allowance adjustments     (10.6 )     4.8       (12.7 )     4.0  
        Return to provision, audit adjustments, and reserves related to prior periods     (3.5 )     (3.6 )     (2.3 )     (1.0 )
        Other adjustments     0.1       (1.4 )     (0.5 )     (1.6 )
        Total other adjustments   $ 1.3     $ (13.7 )   $ (1.7 )   $ (11.5 )
                                         

        SCHEDULE 5
        TRANSUNION AND SUBSIDIARIES
        Leverage Ratio (Unaudited)
        (dollars in millions)

            Years Ended December 31,
              2024     2023  
        Reconciliation of Net income (loss) attributable to TransUnion to Consolidated Adjusted EBITDA:        
        Net income (loss) attributable to TransUnion   $ 284.4   $ (206.2 )
        Discontinued operations, net of tax     —     0.7  
        Income (loss) from continuing operations attributable to TransUnion   $ 284.4   $ (205.4 )
        Net interest expense     236.7     267.5  
        Provision for income taxes     98.8     44.7  
        Depreciation and amortization     537.8     524.4  
        EBITDA   $ 1,157.7   $ 631.2  
        Adjustments to EBITDA:        
        Stock-based compensation   $ 121.2   $ 100.6  
        Goodwill impairment1     —     414.0  
        Mergers and acquisitions, divestitures and business optimization2     26.5     34.6  
        Accelerated technology investment3     84.2     70.6  
        Operating model optimization program4     94.8     77.6  
        Net other5     21.8     15.2  
        Total adjustments to EBITDA   $ 348.7   $ 712.5  
        Leverage Ratio Adjusted EBITDA   $ 1,506.3   $ 1,343.7  
                 
        Total debt   $ 5,147.2   $ 5,340.4  
        Less: Cash and cash equivalents     679.5     476.2  
        Net Debt   $ 4,467.8   $ 4,864.2  
                 
        Ratio of Net Debt to Net income (loss) attributable to TransUnion     15.7     (23.6 )
        Leverage Ratio6     3.0     3.6  
                       

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

        1. During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
        2. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
           
          Years Ended December 31,
            2024     2023  
        Transaction and integration costs $ 11.2   $ 30.9  
        Fair value and impairment adjustments   8.4     1.6  
        Post-acquisition adjustments   7.0     4.3  
        Transition services agreement income   —     (2.5 )
        Loss on business disposal   —     0.3  
        Total mergers and acquisitions, divestitures and business optimization $ 26.5   $ 34.6  
                     
        3. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
           
          Years Ended December 31,
            2024     2023
        Foundational Capabilities $ 35.7   $ 35.8
        Migration Management   43.2     29.6
        Program Enablement   5.4     5.2
        Total accelerated technology investment $ 84.2   $ 70.6
                   
        4. Operating model optimization consisted of the following adjustments:
           
          Years Ended December 31,
            2024     2023
        Employee separation $ 24.7   $ 71.9
        Facility exit   42.1     3.4
        Business process optimization   28.0     2.3
        Total operating model optimization $ 94.8   $ 77.6
                   
        5. Net other consisted of the following adjustments:
           
          Years Ended December 31,
            2024       2023  
        Deferred loan fee expense from debt prepayments and refinancings $ 17.8     $ 9.3  
        Other debt financing expenses   2.4       2.2  
        Currency remeasurement on foreign operations   2.1       4.8  
        Other non-operating (income) and expense   (0.5 )     (1.0 )
        Total other adjustments $ 21.8     $ 15.2  
                       
        6. We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the table above.
           
        SCHEDULE 6
        TRANSUNION AND SUBSIDIARIES
        Segment Depreciation and Amortization (Unaudited)
        (in millions)
               
          Three Months Ended December 31,   Years Ended December 31,
            2024     2023     2024     2023
                       
        U.S. Markets $ 101.1   $ 101.3   $ 400.5   $ 393.6
        International   35.2     30.9     133.3     126.4
        Corporate   0.9     1.1     3.9     4.4
        Total depreciation and amortization $ 137.3   $ 133.3   $ 537.8   $ 524.4

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

        SCHEDULE 7
        TRANSUNION AND SUBSIDIARIES
        Reconciliation of Non-GAAP Guidance (Unaudited)
        (in millions, except per share data)

          Three Months Ended March 31, 2025   Year Ended December 31, 2025
          Low   High   Low   High
        Guidance reconciliation of Net income attributable to TransUnion to Adjusted EBITDA:              
        Net income attributable to TransUnion $ 71     $ 77     $ 335     $ 362  
        Interest, taxes and depreciation and amortization   222       225       923       935  
        EBITDA $ 293     $ 301     $ 1,258     $ 1,298  
        Stock-based compensation, mergers, acquisitions divestitures and business optimization-related expenses and other adjustments1   83       83       292       292  
        Adjusted EBITDA $ 376     $ 384     $ 1,549     $ 1,590  
                       
        Net income attributable to TransUnion margin   6.7 %     7.1 %     7.7 %     8.3 %
        Consolidated Adjusted EBITDA margin2   35.5 %     35.8 %     35.8 %     36.2 %
                       
        Guidance reconciliation of Diluted earnings per share to Adjusted Diluted Earnings per Share:              
        Diluted earnings per share $ 0.36     $ 0.39     $ 1.68     $ 1.82  
        Adjustments to diluted earnings per share1   0.60       0.60       2.25       2.26  
        Adjusted Diluted Earnings per Share $ 0.96     $ 0.99     $ 3.93     $ 4.08  

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

        1. These adjustments include the same adjustments we make to our Adjusted EBITDA and Adjusted Net Income as discussed in the Non-GAAP Financial Measures section of our Earnings Release.
        2. Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.

        The MIL Network –

    February 14, 2025
  • MIL-OSI: Biz2Credit Small Business Earnings Report Finds SMB’s Average Earnings Dropped Nearly $10K in January 2025

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Feb. 13, 2025 (GLOBE NEWSWIRE) — Biz2Credit today released its monthly Small Business Earnings Report for January 2025, which revealed that average monthly earnings were $32,300, the lowest level recorded in the past 36 months of data analyzed in the report. While average monthly revenues increased to $758,100, expenses rose to $725,800, their highest level since Biz2Credit began tracking the earnings data of small businesses in January 2022.

    “The Biz2Credit Small Business Earnings Report for January 2025 shows us that even though revenue is climbing for small businesses, rising costs are eating into their earnings,” said Rohit Arora, CEO and co-founder of Biz2Credit, who oversaw the research. “January is usually a tough month for small businesses as consumers typically pay off holiday expenditures and scale back expenditures.”

    “The challenge for small businesses owners is whether or not expenses will continue rising at a higher rate than revenues. If and when the Trump administration makes headway in battling inflation, which was 3% in January, SMB earnings should rise again,” Arora added. “While some small business owners may raise prices, some industries, such as restaurants hurt by the soaring price of eggs, may risk losing customers by doing so.”

    The report summarizes financial data of companies that applied for financing via Biz2Credit and provides an examination of the financial health of small businesses by analyzing primary data submitted by small to midsized firms in the U.S. that uploaded on Biz2Credit’s award-winning digital funding platform each month.

    Key Findings for January 2025

    • Average Monthly Earnings: $32,300. (Dec. 2024: $42,100 – a decrease of nearly $10,000)
    • Average Monthly Revenue: $758,100. (Dec. 2024: $747,500 – an increase of $10,600)
    • Average Monthly Expenses: $725,800. (Dec. 2024: $705,400 – an increase of $20,000+)

    A year ago, in January 2024, average revenues were $588,500; average expenses were $512,000; and average earnings were $76,500, more than double the figure of January 2025, a year later.

    Biz2Credit is continuing to monitor the revenues and earnings of the tens of thousands of companies that apply for financing on the online platform each month to provide one of the most up-to-date readings on small business health currently available.

    The data is drawn from applications submitted on Biz2Credit’s award-winning financing platform each month. Click to review the Small Business Earnings Report. Each month the report will showcase the financial performances of small businesses in terms of changes in average revenue and expenses.

    Methodology 
    Biz2Credit examines a number of small business financial metrics in the Small Business Earnings Report, including annual revenue, operating expenses, age of business, credit score, approval rate, and funding rate. Data is drawn from over 100,000 completed financing applications submitted to Biz2Credit’s online small business funding platform between Jan. 2022 and Dec. 2024. (The numbers were extracted from non-PPP loan applications.)

    About Biz2Credit  
    Founded in 2007, Biz2Credit has helped thousands of companies access more than $10 billion in small business financing. The company is expanding its industry-leading Biz2X technology in custom digital platform solutions for banks and other financial institutions, investors, and service providers. Visit www.biz2credit.com, LinkedIn, Instagram, Facebook, and X (formerly Twitter).

    ####

    Editor’s Note: A spreadsheet of three years’ worth of earnings data is available upon request.

    Media Contact: John Mooney, (908) 720-6057, john@overthemoonpr.com

    The MIL Network –

    February 14, 2025
  • MIL-OSI: Himax Technologies, Inc. Reports Fourth Quarter and Full Year 2024 Financial Results; Provides First Quarter 2025 Guidance

    Source: GlobeNewswire (MIL-OSI)

    Q4 2024 Revenues, Gross Margin and EPS All Surpassed Guidance Range Issued on November 7, 2024
    Company Q1 2025 Guidance: Revenues to Decrease 8.5% to 12.5% QoQ,
    Gross Margin is Expected to be Around 30.5%. Profit per Diluted ADS to be 9.0 Cents to 11.0 Cents

    • Q4 2024 revenues registered $237.2 million, an increase of 6.7% QoQ, significantly exceeding guidance range of a slight decrease to flat, primarily driven by stronger order momentum across product lines
    • Q4 2024 Gross margin reached 30.5%, exceeding guidance of flat to slightly up, driven by a favorable product mix and cost improvements. Up from 30.0% in the Q3 2024
    • Q4 2024 after-tax profit was $24.6M, or 14.0 cents per diluted ADS, considerably above the guidance range of 9.3 cents to 11.0 cents
    • Company’s full year 2024 revenues were $906.8 million, and gross margin was 30.5%. 2024 profit attributable to shareholders was $0.46 per fully diluted ADS
    • Company’s Q1 2025 revenues to decline 8.5% to 12.5% QoQ, reflecting the low season demand due to Lunar New Year holidays. The Q1 revenue guidance implies flat to 4.6% increase YoY. Gross margin to be around 30.5%, up from 29.3% same quarter last year. Profit per diluted ADS to be in the range of 9.0 cents to 11.0 cents, implying the increase of 26% to 54% YoY
    • Himax sales revenues in each quarter of 2024 consistently outperformed guidance, demonstrating its ability to handle most of rush orders, underscoring its strong ability in inventory management and swift market responsiveness
    • Full year 2024 automotive driver IC sales increased nearly 20% YoY, significantly outpacing global automotive growth, largely driven by the continued TDDI adoption among major customers across all continents. Himax continues to reinforce its market leadership in automotive TDDI, holding well over 50% market share
    • Himax’s WLO technology plays a critical role in CPO by providing essential optical coupling capability, making it a core element of the solution. Small-scale production of the first-gen CPO underway, with acceleration of future CPO generation development, in close collaboration with AI customers/partners. Company believes prospect of CPO remains unchanged
    • WiseEye, building on the success with Dell, has achieved notable progress with other leading NB brands. Also made breakthroughs in smart door lock, palm vein authentication and smart home. Himax anticipates a strong growth trajectory in WiseEye business in 2025 and beyond
    • At CES 2025, Himax showcased a wide range of innovative achievements, including automotive display technology, WiseEye AI, and advanced optical technologies for AR/VR
    • Rising enthusiasm in AR glasses with Gen AI in CES 2025. Himax offers three critical technologies for AR glasses, namely LCoS microdisplay, WLO waveguide, and ultralow power WiseEye AI
    • Himax is well-positioned to capitalize on the trend of the premium NB to adopt OLED displays and touch features. Confident to lead in the rapidly evolving landscape of AI PCs and premium NB, offering a comprehensive IC portfolio for both LCD and OLED NB

    TAINAN, Taiwan, Feb. 13, 2025 (GLOBE NEWSWIRE) — Himax Technologies, Inc. (Nasdaq: HIMX) (“Himax” or “Company”), a leading supplier and fabless manufacturer of display drivers and other semiconductor products, announced its financial results for the fourth quarter and full year 2024 ended December 31, 2024.

    “In 2024, our sales revenues in each quarter consistently outperformed guidance. We have consistently demonstrated our ability to handle most of rush orders, underscoring our agility, adaptability, strong capabilities in inventory management, and swift market responsiveness,” said Mr. Jordan Wu, President and Chief Executive Officer of Himax.

    “At CES this year, Himax showcased a wide range of innovative achievements, including automotive display technology, WiseEye AI, and advanced optical technologies for AR/VR. Notably, a clear trend emerged at this year’s CES as the industry demonstrated growing enthusiasm for AR glasses, fueled by more companies entering the space and integrating generative AI to accelerate the development of lightweight, compact, and all-day AR glasses. For AR glasses, Himax offers three critical technologies, namely LCoS microdisplay, WLO waveguide, and ultralow power WiseEye AI,” continued Mr. Jordan Wu.

    “Himax’s WLO technology plays a critical role in CPO by providing essential optical coupling capability, making it a core element of the solution. The prospect of CPO remains unchanged and the widespread adoption of CPO for data transmission to be conducted via optics instead of metal wire is on track in high-performance AI applications. Through WLO and CPO technologies, Himax is well-positioned to engage in the high-speed AI computing market with high expectations for its growth,” concluded Mr. Jordan Wu.

    Fourth Quarter 2024 Financial Results

    Himax net revenues registered $237.2 million, an increase of 6.7% sequentially, significantly exceeding Company’s guidance range of a slight decrease to flat, and up 4.2% year-over-year. Gross margin reached 30.5%, exceeding its guidance of flat to slightly up from 30.0% in the previous quarter, and up from 30.3% in the same period last year. The sequential increase was driven by a favorable product mix and cost improvements. Q4 profit per diluted ADS was 14.0 cents, considerably above the guidance range of 9.3 cents to 11.0 cents, thanks to better-than-expected revenues and improved costs.

    Revenue from large display drivers came in at $25.0 million, reflecting a 18.6% sequential decline. The decrease was primarily attributed to continued customer destocking after substantial Q2 replenishment for shopping festivals, as well as heightened price competition from Chinese peers. Sales of large panel driver ICs accounted for 10.5% of total revenues for the quarter, compared to 13.8% last quarter and 14.8% a year ago.

    Small and medium-sized display driver segment totaled $166.8 million, an increase of 7.4% sequentially, exceeding its guidance of flat quarter-over-quarter, thanks to stronger-than-expected sales in the automotive and tablet markets. Q4 automotive driver sales, including both traditional DDIC and TDDI, experienced mid-teens increase, significantly outperforming Company’s expectation of a single digit increase, with both DDIC and TDDI showing stronger-than-expected sales. This surge was primarily driven by continued rush orders from Chinese panel customers, carried over from Q3, following the Chinese government’s renewed trade-in stimulus initiative announced in mid-August 2024 to boost automobile consumption. Remarkably, Himax’s Q4 automotive TDDI sales have exceeded DDIC sales for the first time, underscoring the global adoption of Company’s TDDI solutions, which are increasingly essential in modern vehicles, and reflects the growing demand for more intuitive, interactive, and cost-effective touch panel features powered by TDDI technology. Himax’s automotive business, comprising drivers, Tcon, and OLED IC sales, accounted for around 50% of total Q4 revenues. Meanwhile, Q4 tablet IC sales exceeded the guidance of a low teens decline, with sales up slightly sequentially driven by rush orders from leading end customers. Q4 smartphone IC sales declined slightly, in line with its guidance. The small and medium-sized driver IC segment accounted for 70.3% of total sales for the quarter, compared to 69.9% in the previous quarter and 71.6% a year ago.

    Fourth quarter revenues from its non-driver business reached $45.4 million, exceeding the guidance range, with a 24.9% increase from the previous quarter. The growth was primarily driven by a one-time ASIC Tcon product shipment to a leading projector customer and Tcon for monitor application. In Q4, automotive Tcon sales continued to grow sequentially, due to the widespread adoption of Himax’s market-leading local dimming Tcon with over two hundred secured design-win projects across major panel makers, Tier 1 suppliers, and automotive manufacturers worldwide. Non-driver products accounted for 19.2% of total revenues, as compared to 16.3% in the previous quarter and 13.6% a year ago.  

    Fourth quarter operating expenses were $49.2 million, a decrease of 19.1% from the previous quarter and a decline of 6.0% from a year ago. The sequential decrease stemmed primarily from a reduction in annual employee bonuses, partially offset by an increase in R&D expenses. As part of Company’s standard practice, Himax grants annual bonuses, including cash and RSUs, to employees at the end of September each year. This results in higher IFRS operating expenses in the third quarter compared to the other quarters of the year. The year-over-year decrease was mainly due to a decline in employee bonus compensation as the amortized portion of prior year’s bonuses for 2023 was higher than that for 2024, offsetting the higher annual bonus compensation grant for 2024 compared to 2023. Amid ongoing macroeconomic challenges, Himax is strictly enforcing budget and expense controls, with full-year 2024 operating expenses declining 5.6% compared to last year.

    Fourth quarter operating income was $23.1 million or 9.7% of sales, compared to 2.6% of sales last quarter and 7.3% of sales for the same period last year. The sequential increase was primarily the result of higher sales, improved gross margin, and lower operating expenses. The year-over-year increase was primarily the result of higher sales, higher gross margin, and lower employee bonus compensation due to the amortized portion of the prior year’s bonuses. Fourth-quarter after-tax profit was $24.6 million, or 14.0 cents per diluted ADS, reflecting a meaningful increase from $13.0 million, or 7.4 cents per diluted ADS last quarter, and up from $23.6 million, or 13.5 cents in the same period last year.

    Full Year 2024 Financial

    Revenues totaled $906.8 million, a slight decline of 4.1% compared to 2023. Persistent global demand weakness, coupled with uncertainty about market trends, led to conservative purchasing decisions and inventory management by Company’s panel customers. Given this uncertainty, Himax implemented strict expense controls, resulting in a 5.6% reduction in operating expenses for the year. However, Company’s optimism in the automotive business remains unwavering, with automotive IC sales increasing by nearly 20% year-over-year in 2024, far outpacing the overall automotive market growth. Among Company’s automotive product lines, automotive TDDI and Tcon sales, both relatively new technologies, surged by more than 70%, driven by accelerated adoption across the board. This growth strengthened Company’s market leadership and positions Himax well for continued success as the automotive sector embraces more advanced technology resulting from the mega trend of increasing size, quantity, and sophistication of displays inside vehicles.

    Revenue from large panel display drivers totaled $125.9 million in 2024, marking a decrease of 28.3% year-over-year, and representing 13.9% of total sales, as compared to 18.6% in 2023. Small and medium-sized driver sales totaled $625.4 million, reflecting a slight decrease of 0.6% year-over-year, and accounting for 69.0% of its total revenues, as compared to 66.5% in 2023. Non-driver product sales totaled $155.5 million, an increase of 10.6% year-over-year, and representing 17.1% of Company’s total sales, as compared to 14.9% a year ago.

    Gross margin in 2024 was 30.5%, up from 27.9% in 2023. The margin expansion was driven by a strategic focus on cost improvements and operational efficiency optimization, combined with a favorable product mix that included a higher percentage of high-margin products such as automotive and Tcon. The successful diversification of foundry sources also contributed to the margin increase.

    Operating expenses in 2024 were $208.0 million, a decline of 5.6% from 2023, primarily due to lower employee bonus compensation, as the amortized portion of bonuses in 2023 was higher than that in 2024. 2024 operating income was $68.2 million, or 7.5% of sales, an increase from $43.2 million, or 4.6% of sales, in 2023. Himax’s net profit for 2024 was $79.8 million, or $0.46 per diluted ADS, significantly up from $50.6 million, or $0.29 per diluted ADS in 2023.

    Balance Sheet and Cash Flow

    Himax had $224.6 million of cash, cash equivalents and other financial assets as of December 31, 2024. This compares to $206.4 million at the same time last year and $206.5 million a quarter ago. Himax achieved a strong positive operating cash flow of $35.4 million for the fourth quarter, compared to a cash outflow of $3.1 million in Q3. Company made a total of $30.1 million annual cash bonus to employees, resulting in the low operating cash flow of the quarter. As of December 31, 2024, Himax had $34.5 million in long-term unsecured loans, with $6.0 million representing the current portion.

    The Company’s inventories as of December 31, 2024 were $158.7 million, lower than $192.5 million last quarter and $217.3 million at the end of last year. Company’s inventory levels have steadily declined over the past couple of quarters and are now at a healthy level. Accounts receivable at the end of December 2024 was $236.8 million, little changed from $224.6 million last quarter and $235.8 million a year ago. DSO was 96 days at the quarter end, as compared to 92 days last quarter and 91 days a year ago. Fourth quarter capital expenditures were $3.2 million, versus $2.6 million last quarter and $15.1 million a year ago. Fourth quarter capex was mainly for R&D related equipment for Company’s IC design business. Total capital expenditures for 2024 were $13.1 million as compared to $23.4 million in 2023. The decrease was primarily due to reduced spending on in-house testers for Company’s IC design business in 2024.

    Outstanding Share

    As of December 31, 2024, Himax had 174.9 million ADS outstanding, little changed from last quarter. On a fully diluted basis, the total number of ADS outstanding for the fourth quarter was 175.1 million.  

    Q1 2025 Outlook

    In 2024, Himax’s sales revenues in each quarter consistently outperformed guidance. While this strong performance is certainly commendable, it also highlights the challenges Company faced such as limited market visibility and conservative customer demand, where many customers relied on rush orders to address their actual demands. On the other hand, rush orders are indicative of the tight inventory position of Company’s panel customers in general. In the past few quarters, Himax has consistently demonstrated its ability to handle most of such rush orders, underscoring Company’s agility, adaptability, strong capabilities in inventory management, and swift market responsiveness.

    The automotive IC sales remained Company’s largest revenue contributor in 2024, accounting for almost half of total revenues and achieving close to 20% annual growth. This performance highlights Himax’s automotive leadership in technological innovations, product development, and market share. Looking ahead, Himax expects its automotive TDDI and Tcon technologies to maintain growth momentum, further strengthening its market competitiveness. Beyond LCD technology, Himax is advancing development in the automotive OLED sector, with numerous projects currently underway in partnership with leading panel makers. Company anticipates that automotive OLED IC will serve as one of the key growth drivers for Himax in the coming years, further solidifying its leadership in automotive display market.

    Meanwhile, Himax is actively expanding its technology development beyond display ICs. To that end, in the WiseEye AI segment, Company has made notable progress with leading notebook brands and achieved significant breakthroughs in smart door lock, palm vein authentication, and smart home applications, collaborating with world-leading customers to develop new innovations. Himax anticipates a strong growth trajectory in its WiseEye business in 2025 and beyond.

    Himax’s proprietary wafer-level optics (WLO) technology for co-packaged optics (CPO) has recently garnered significant attention in the capital markets. In fact, as early as June 2024, Himax and FOCI, a global leader in silicon photonics connectors, jointly announced the industry-leading CPO technology. The collaboration, spanning several years, unites Himax’s WLO technology with FOCI’s CPO solutions for cutting-edge AI multi-chip modules (MCM). Since the announcement, Himax has provided updates on the latest progress in each quarterly earnings call. Himax’s WLO technology plays a critical role in CPO by providing essential optical coupling capability, making it a core element of the solution. CPO significantly enhances bandwidth and accelerates data transmission while reducing signal loss, latency, and power consumption. Additionally, it can help drastically decrease the size and cost of MCM.

    While CPO is still in engineering validation and trial production stage this year, with customer’s mass production timelines undisclosed and the recent AI market disruptions from DeepSeek, the prospect of CPO remains unchanged. The widespread adoption of CPO for data transmission to be conducted via optics instead of metal wire is on track in high-performance AI applications. This is evident by the significant increase in customer’s recent trial production volume forecast, indicating an accelerated timeline for CPO technology to enter mass production. Furthermore, Himax and FOCI, in close collaboration with leading AI customers and partners, are actively developing future generations of CPO technologies to meet the explosive high-speed optical data transmission demand in HPC and AI. Through WLO and CPO technologies, Himax is well-positioned to engage in the high-speed AI computing market with high expectations for its growth. Company believes that CPO technology, beyond cloud applications, will see further adoption in sectors such as automotive and robot in the future. Himax’s current goal is to accelerate CPO adoption in cloud applications, thereby helping drive broader CPO adoption in AI applications.

    At CES this year, Himax showcased a wide range of innovative achievements, including automotive display technology, WiseEye AI, and advanced optical technologies for AR/VR. Notably, a clear trend emerged at this year’s CES as the industry demonstrated growing enthusiasm for AR glasses, fueled by more companies entering the space and integrating generative AI to accelerate the development of lightweight, compact, and all-day AR glasses. For AR glasses, Himax offers three critical technologies, namely LCoS microdisplay, WLO waveguide, and ultralow power WiseEye AI. Company’s latest, patented Front-lit LCoS Microdisplay delivers unparalleled brightness with an industry-leading 400k nits, exceptional optical power efficiency, compact form factor, lightweight, and superior display quality, making it one of the most viable solutions in the see-through AR glasses market. In waveguide, in collaboration with leading tech names, Himax leverages proprietary WLO expertise, built on advanced nanoimprint technology, to offer industry-leading optical solutions that optimize light transmission and display efficiency. In the field of AI sensing for AR glasses, Himax’s WiseEye provides always-on AI sensing capabilities which are being applied by developers to significantly enhance AR interactivity while consuming just a few milliwatts of power.

    In automotive display IC technology, Himax unveiled the industry’s most comprehensive LCD and OLED solutions at CES, showcasing a range of next-generation smart cabin technologies. These solutions not only improve the intuitive operation of smart cabins but also enhance driving safety and provide an exceptional user experience. A prime example is the advanced Display HMI solution developed in collaboration with AUO which meets the demands for large-size, high-resolution, and freeform automotive displays.

    At CES, Himax also partnered with several AI ecosystem partners to showcase its ultralow power WiseEye Modules over a range of innovative, production-ready AIoT applications. These applications include palm vein authentication, baby cry detection, people flow management, and human sensing detection. The modules are designed for easy integration, making it highly suitable for various AIoT applications.

    Display Driver IC Businesses

    LDDIC

    In Q1 2025, Himax anticipates a single digit sequential sales increase for large display driver ICs, driven by demand spurred by Chinese government subsidies for household appliances aimed at reviving demand in the sluggish household sector. Notebook and monitor sales are expected to increase in Q1. In contrast, TV IC sales are set to decline as customers pulled forward their inventory purchases in the prior quarter, coupled with the seasonal slowdown in Q1.

    Looking ahead in the notebook sector, Company is seeing an increase in demand for premium notebooks to adopt OLED displays and touch features, partially fueled by the rise of AI PC. Himax is well-positioned to capitalize on this trend, offering a comprehensive range of ICs for both LCD and OLED notebooks, including DDIC, Tcon, touch controllers, and TDDI. A standout innovation is Company’s pioneering in-cell touch TDDI for LCD displays, which improves the ease of system design and integration by embedding the touch controller within the TDDI chip while maintaining the conventional display driver setup for Tcon data transmission. This design simplifies integration for customers, reducing engineering complexity and speeding up product development. This solution also supports high-resolution displays up to 4K and larger screens up to 16 inches, aligning with the growing demand for advanced, visually stunning, and immersive laptops. With mass production already underway for a leading notebook vendor’s AI PC, more projects are lined up. For OLED notebooks, in addition to Company’s OLED DDIC and Tcon solutions, Himax is also developing on-cell touch controller technology, with multiple projects underway with top panel makers and notebook vendors. Last but not least, progress has been made on the next-generation eDP 1.5 display interface for Tcon for both LCD and OLED panels. This interface will support high frame rates, low power consumption, adaptive sync, and high resolution, key features essential for next-generation AI PCs. By delivering innovative, cutting-edge technologies, Himax is well-positioned to lead in the rapidly evolving landscape of AI PCs and premium notebooks.

    SMDDIC

    On SMDDIC revenue, for the full year 2024, Himax’s automotive driver IC sales, comprising of TDDI and traditional DDIC, increased nearly 20% year-over-year, significantly outpacing global automotive growth, largely driven by the continued adoption of TDDI technology among major customers across all continents. However, Himax anticipates Q1 automotive revenue to decline low teens sequentially, following two quarters of surge demand. Despite this, Q1 automotive sales are still projected to increase by mid-teens on a year-over-year basis. In the automotive TDDI sector, with cumulative shipments significantly surpassing those of Himax’s competitors, Company continues to reinforce its market leadership, which currently stands at well over 50%. With nearly 500 design-in projects secured and a continuous influx of new pipeline and design-wins across the board, of which only 30% already in mass production, Himax expects to sustain this decent growth in the years ahead. While traditional automotive DDIC sales for 2024 declined due to their gradual, partial replacement by TDDI, Company’s DDIC shipment volume still saw a modest increase in the last year. This demonstrates the steady demand for mature DDIC products, such as those used in cluster displays, HUDs, and rear- and side-view mirrors, which do not require touch functionality. Furthermore, the long-term trust and loyalty from Company’s DDIC customers, some of whom have relied on Himax’s solutions for over a decade, is indicative of Company’s strong customer retention. Himax continues to lead the automotive DDIC market, maintaining a global market share of approximately 40%.

    Himax continues to lead in automotive display IC innovation by pioneering solutions that deliver superior performance, power efficiency, and enhanced user experiences. As part of this ongoing innovation, Company’s latest TED (Tcon Embedded Driver IC) solution, which combines TDDI with local dimming Tcon into a single chip, provides a cost-effective, flexible, and comprehensive solution for its customers. Another new technology worth highlighting is Himax’s automotive TDDI with advanced user-aware touch control, which differentiates between driver and passenger touches to prevent cross-touch and enhance driving safety. In addition, Company offers a unique knob-on-in-cell-display solution that combines a physical knob with a TDDI. This design seamlessly merges in-cell touch technology with tactile controls, offering drivers a safer, more intuitive interaction that reduces distractions and enhances the overall driving experience.

    Moving to smartphone and tablet IC sales, Himax expects a sequential decline in both product lines, as is typical during the low season in Q1 due to the Lunar New Year.

    On OLED business update. In the automotive OLED market, Company has established strategic partnerships with leading panel makers in Korea, China, and Japan. As OLED technology extends beyond premium car models, Himax is well-positioned as the preferred partner, leveraging Company’s strong presence and proven track record in the automotive LCD display sector. Capitalizing on Himax’s first-mover advantage, Himax aims to drive the growing adoption of OLED in automotive displays by offering a comprehensive range of solutions, including DDIC, Tcon, and on-cell touch controller. Company believes this positions it as a primary beneficiary of the anticipated shift toward OLED displays for high end vehicles in a couple of years, enabling Himax to capture new growth opportunities and further strengthen its market leadership.

    Beyond the automotive sector, Company has also made strides in the tablet and notebook markets, partnering with leading OLED panel makers in Korea and China. Himax’s comprehensive OLED product portfolio, covering DDIC, Tcon, and touch controllers, has driven several new projects that are on track to begin mass production this year. In the smartphone OLED market, Company is making solid progress in collaborations with customers in Korea and China and anticipates mass production to start later this year.

    First quarter small and medium-sized display driver IC business is expected to decline low teens sequentially.

    Non-Driver Product Categories

    Q1 non-driver IC revenues are expected to decrease high teens sequentially.

    Timing Controller (Tcon)

    Himax anticipates Q1 2025 Tcon sales to decrease mid-teens sequentially, primarily due to the non-recurrence of a one-time ASIC Tcon shipment to a leading projector customer last quarter, as well as a moderation in automotive Tcon shipments following several quarters of strong growth. That being said, Himax maintains an unchallenged position in local dimming Tcon, evidenced by growing validation and widespread adoption in both premium and mainstream car models worldwide. Company is confident in the continued growth of its automotive Tcon business, supported by its strong market presence in local dimming Tcon, with strong pipeline of over two hundred design-win projects set to gradually enter production in the coming years. Heads-up display (HUD) is another field gaining traction within automotive displays, driving increased adoption of local dimming Tcon technology and emerging as a particularly promising application. Himax’s industry-leading local dimming Tcon provides distinct advancements with high contrast ratio and optimized power consumption. It effectively eliminates the “postcard effect” often seen in HUDs, caused by backlight leakage typical of conventional TFT LCD panels, ensuring clear and precise images on the windshield. Additionally, the Tcon features advanced transparency detection to prevent the display from obstructing the driver’s view, thereby ensuring driving safety. Several HUD projects are already in progress, and Himax is excited about the potential opportunities ahead. Company is well positioned for continuous growth in automotive Tcon over the next few years.

    WiseEye™ Ultralow Power AI Sensing

    On the update of WiseEye™ ultralow power AI sensing solution, a cutting-edge endpoint AI integration featuring industry-leading ultralow power AI processor, always-on CMOS image sensor, and CNN-based AI algorithm. WiseEye AI delivers a significant competitive edge in the rapidly growing AI market through its ultralow power consumption and context-aware, on-device AI inferencing that seamlessly integrates vision and other sensing capabilities into endpoint applications, particularly battery-powered devices. This not only enhances intuitive user interaction but also makes AI more practical and accessible. Additionally, WiseEye AI offloads tasks from the main processor, effectively extending battery lifespan and improving overall data processing efficiency. Building on the success with Dell notebooks, Himax WiseEye AI is continuing to expand its market presence, with additional use cases expected across other leading notebook brands, some of which are set for production later this year.

    WiseEye also continues to achieve significant market success across various sectors. For smart door lock, Company collaborated with DESMAN, a leading high-end brand in China, to introduce the world’s first smart door lock with 24/7 sentry monitoring and real-time event recording. Building on this achievement, Himax is expanding globally by collaborating with other leading door lock makers worldwide to integrate innovative AI features, including parcel recognition, anti-pinch protection, and palm vein biometric access, further extending application possibilities. Several of these value-added solutions are set to enter production later this year. At CES 2025, Himax joined forces with ecosystem partners to unveil a suite of innovative, production-ready AIoT applications, powered by Company’s tiny form factor, plug-and-play WiseEye Modules. Himax offers a series of modules, each incorporating an ultralow power WiseEye AI processor, an AoS image sensor, and advanced algorithms. The modules feature no-code/low-code AI platform capabilities, simplifying AI integration and supporting diverse use cases, such as human presence detection, gender and age recognition, gesture recognition, face mesh, voice command, thermal image sensing, pose estimation and people flow management. By streamlining deployment and reducing development costs, WiseEye Modules open new opportunities for automation, enhance interactivity, and elevate user experiences across a variety of industries.

    A broad range of innovative, ultralow power WiseEye Modules are also under development in collaboration with ecosystem partners, such as crying baby detection, dynamic gesture recognition, and human sensing, among others. One standout in Himax’s WiseEye Module portfolio is the Himax WiseEye PalmVein solution, which has quickly gained traction since its introduction just one year ago. Company has secured multiple design wins, with mass production already underway by a US customer for smart access applications and a Taiwan-based door lock vendor for its leading smart door lock brands. To meet growing customer demand for flexibility across various environments, the upgraded WiseEye PalmVein suite now features bimodal authentication, combining both palm vein and face recognitions. This dual-authentication solution enhances security by offering two layers of biometric verification, which not only increases reliability but also makes it highly adaptable to various environments.

    The rise of physical AI agents marks a significant shift in human-machine interaction, enabling devices to perceive, process, and respond to their surroundings in real time. A key emerging trend is the integration of cloud-based large language models (LLMs), which enables these agents’ advanced reasoning and language understanding, enhancing their ability to interact with and adapt to the physical world. Himax WiseEye AI is at the forefront of this revolution, delivering always-on sensor fusion, ultralow power on-device processing, while seamlessly interfacing with LLMs, to provide the essential real-time AI capabilities for next-generation applications. A good illustration of this innovation was showcased at CES 2025, where Himax and Seeed Studio introduced the SenseCAP Watcher, a physical AI agent powered by WiseEye AI. Equipped with vision and audio sensor fusion, along with a speaker, this battery-powered IoT device combines on-device AI with cloud-based LLMs to interpret commands, recognize objects, respond to events, and facilitate real-time interaction. Drawing from the success of SenseCAP Watcher, Himax is actively working on multiple projects leveraging WiseEye AI to further drive advancements in physical AI agent applications.

    Separately, Himax is excited about its collaboration with a leading AR player to integrate WiseEye AI into the next generation of AR glasses. At CES, there was a renewed enthusiasm on AR glasses with AI becoming an integral component to enable intuitive and seamless human-device interaction. WiseEye AI addresses two critical challenges in AR glasses, namely real-time responsiveness and power efficiency. For example, WiseEye supports always-on outward sensing, enabling AR glasses to detect and analyze the surrounding environment with real time context-aware AI. This capability powers instant response, real-time object recognition, navigation assistance, translation, and environmental mapping, enhancing the overall AR experience. Notably, WiseEye AI’s exceptional ultralow power consumption, measured in single digit milliwatts, also make it perfectly suited for AR glasses for all-day wear. In another example, Company collaborates with Ganzin on eyeball tracking technology, which, powered by WiseEye, precisely detects subtle eyeball movements, gaze direction, pupil size, and blinking, thereby providing critical data for the enhancement of user interaction in AR glasses.

    Wafer Level Optics (WLO)

    In June 2024, Himax, in partnership with FOCI, a world leader in silicon photonics connector, unveiled an industry-leading co-packaged optics (CPO) technology, leveraging Himax state-of-the-art WLO technology. This innovation integrates silicon photonic chips and optical connectors within MCM, replacing traditional metal wire transmission with high-speed optical communication. The technology significantly enhances bandwidth, boosts data transmission rates, reduces signal loss and latency, lowers power consumption, and significantly minimizes the size and cost of MCM. In working closely with FOCI, Himax is making significant strides through a solid partnership with leading AI semiconductor companies and foundry, with small-scale production of the first-generation CPO solution already underway. The significant increase in Q1 engineering validation and trial production volume, combined with the anticipated sample volume increases in the coming quarters, is a strong indication that CPO technology is being accelerated toward mass production. In addition, in close collaboration with leading AI customers/partners, Himax is speeding up the development of CPO technology for the next few generations. Himax is more optimistic than ever about the outlook for its WLO business, which is poised to generate significant growth opportunities and become a major revenue and profit contributor in the years ahead.

    Alongside the CPO progress, Company is witnessing a rise in engineering collaborations with global technology leaders who are utilizing Himax’s WLO expertise to make advanced waveguides for AR glasses, highlighting the growing recognition of Company’s WLO capabilities.

    LCoS

    On the update on LCoS, Company recently introduced its industry-leading 400K nits ultra-luminous Front-lit LCoS Microdisplay, setting a new benchmark for brightness with extremely low power consumption of merely 300mW. At CES 2025, Company showcased an AR glasses POC (Proof-Of-Concept) featuring the microdisplay with a third-party waveguide, achieving over 1,000 nits of brightness to the eye. This demonstration highlighted its suitability for outdoor, high ambient light conditions. With a lightweight of just 0.98 grams and ultra-compact form factor of less than 0.5 c.c., combined with excellent color performance, Himax’s Front-lit LCoS Microdisplay is ideal for all-day AR glasses and underscores the technology’s readiness for real-world applications.

    Following the recent release of Himax’s 400K nits ultra-luminous Front-lit LCoS Microdisplay, Himax is actively engaged in significant projects through strategic collaborations with industry leaders. Himax’s proven track record of over a decade in LCoS technology, coupled with a history of successful production shipments, highlights Company’s readiness to meet the demands of large-scale production of AR glasses.

    First Quarter 2025 Guidance
    Net Revenue: Decrease 8.5% to 12.5% QoQ, Flat to Up 4.6% YoY
    Gross Margin: Around 30.5%, depending on final product mix
    Profit: 9.0 cents to 11.0 cents per diluted ADS, Up 26% to 54% YoY  
       

    Himax noticed that some peers’ customers placed orders early due to tariff factors, especially in the consumer electronics sector, resulting in Q1 revenue forecasts exceeding normal seasonal demand. In contrast, no similar trend has been observed in the automotive semiconductor market. Since Himax’s automotive business accounts for more than half of its total revenues, Himax’s Q1 revenue forecast has not benefited from tariff factors.

    HIMAX TECHNOLOGIES FOURTH QUARTER AND FULL YEAR 2024 EARNINGS CONFERENCE CALL
    DATE: Thursday, February 13, 2025
    TIME: U.S.       8:00 a.m. EST
    Taiwan  9:00 p.m.
       
    Live Webcast (Video and Audio): http://www.zucast.com/webcast/br8wqbB4
    Toll Free Dial-in Number (Audio Only):
      Hong Kong 2112-1444
    Taiwan 0080-119-6666
    Australia 1-800-015-763
    Canada 1-877-252-8508
    China (1) 4008-423-888
    China (2) 4006-786-286
    Singapore 800-492-2072
    UK 0800-068-8186
    United States (1) 1-800-811-0860
    United States (2) 1-866-212-5567
    Dial-in Number (Audio Only): 
      Taiwan Domestic Access 02-3396-1191
    International Access +886-2-3396-1191
    Participant PIN Code: 3329013 # 
       

    If you choose to attend the call by dialing in via phone, please enter the Participant PIN Code 3329013 # after the call is connected. A replay of the webcast will be available beginning two hours after the call on www.himax.com.tw. This webcast can be accessed by clicking on this link or Himax’s website, where it will remain available until February 13, 2026.

    About Himax Technologies, Inc.
    Himax Technologies, Inc. (NASDAQ: HIMX) is a leading global fabless semiconductor solution provider dedicated to display imaging processing technologies. The Company’s display driver ICs and timing controllers have been adopted at scale across multiple industries worldwide including TVs, PC monitors, laptops, mobile phones, tablets, automotive, ePaper devices, industrial displays, among others. As the global market share leader in automotive display technology, the Company offers innovative and comprehensive automotive IC solutions, including traditional driver ICs, advanced in-cell Touch and Display Driver Integration (TDDI), local dimming timing controllers (Local Dimming Tcon), Large Touch and Display Driver Integration (LTDI) and OLED display technologies. Himax is also a pioneer in tinyML visual-AI and optical technology related fields. The Company’s industry-leading WiseEye™ Ultralow Power AI Sensing technology which incorporates Himax proprietary ultralow power AI processor, always-on CMOS image sensor, and CNN-based AI algorithm has been widely deployed in consumer electronics and AIoT related applications. Himax optics technologies, such as diffractive wafer level optics, LCoS microdisplays and 3D sensing solutions, are critical for facilitating emerging AR/VR/metaverse technologies. Additionally, Himax designs and provides touch controllers, OLED ICs, LED ICs, EPD ICs, power management ICs, and CMOS image sensors for diverse display application coverage. Founded in 2001 and headquartered in Tainan, Taiwan, Himax currently employs around 2,200 people from three Taiwan-based offices in Tainan, Hsinchu and Taipei and country offices in China, Korea, Japan, Germany, and the US. Himax has 2,649 patents granted and 402 patents pending approval worldwide as of December 31, 2024.

    http://www.himax.com.tw

    Forward Looking Statements

    Factors that could cause actual events or results to differ materially from those described in this conference call include, but are not limited to, the effect of the Covid-19 pandemic on the Company’s business; general business and economic conditions and the state of the semiconductor industry; market acceptance and competitiveness of the driver and non-driver products developed by the Company; demand for end-use applications products; reliance on a small group of principal customers; the uncertainty of continued success in technological innovations; our ability to develop and protect our intellectual property; pricing pressures including declines in average selling prices; changes in customer order patterns; changes in estimated full-year effective tax rate; shortage in supply of key components; changes in environmental laws and regulations; changes in export license regulated by Export Administration Regulations (EAR); exchange rate fluctuations; regulatory approvals for further investments in our subsidiaries; our ability to collect accounts receivable and manage inventory and other risks described from time to time in the Company’s SEC filings, including those risks identified in the section entitled “Risk Factors” in its Form 20-F for the year ended December 31, 2023 filed with the SEC, as may be amended.

    Company Contacts:

    Eric Li, Chief IR/PR Officer
    Himax Technologies, Inc.
    Tel: +886-6-505-0880
    Fax: +886-2-2314-0877
    Email: hx_ir@himax.com.tw
    www.himax.com.tw
      
    Karen Tiao, Investor Relations
    Himax Technologies, Inc.
    Tel: +886-2-2370-3999
    Fax: +886-2-2314-0877
    Email: hx_ir@himax.com.tw
    www.himax.com.tw

    Mark Schwalenberg, Director
    Investor Relations – US Representative
    MZ North America
    Tel: +1-312-261-6430
    Email: HIMX@mzgroup.us
    www.mzgroup.us

    -Financial Tables-

    Himax Technologies, Inc.
    Unaudited Condensed Consolidated Statements of Profit or Loss
    (These interim financials do not fully comply with IFRS because they omit all interim disclosure required by IFRS)
    (Amounts in Thousands of U.S. Dollars, Except Share and Per Share Data)
      Three Months
    Ended December 31,
      3 Months
    Ended
    September 30,
        2024       2023       2024  
               
    Revenues          
    Revenues from third parties, net $ 237,182     $ 227,664     $ 222,401  
    Revenues from related parties, net   41       14       6  
        237,223       227,678       222,407  
               
    Costs and expenses:          
    Cost of revenues   164,963       158,669       155,795  
    Research and development   37,584       41,088       46,880  
    General and administrative   5,711       5,831       6,828  
    Sales and marketing   5,886       5,409       7,048  
    Total costs and expenses   214,144       210,997       216,551  
               
    Operating income   23,079       16,681       5,856  
               
    Non operating income (loss):          
    Interest income   2,042       1,934       2,297  
    Changes in fair value of financial assets at fair value through profit or loss   1,245       1,710       27  
    Foreign currency exchange gains (losses), net   690       (1,525 )     457  
    Finance costs   (964 )     (1,140 )     (1,018 )
    Share of losses of associates   (360 )     (14 )     (143 )
    Other losses   –       (1,932 )     –  
    Other income (losses)   60       (362 )     105  
        2,713       (1,329 )     1,725  
    Profit before income taxes   25,792       15,352       7,581  
    Income tax expense (benefit)   761       (7,933 )     (5,174 )
    Profit for the period   25,031       23,285       12,755  
    Loss (profit) attributable to noncontrolling interests   (423 )     280       268  
    Profit attributable to Himax Technologies, Inc. stockholders $ 24,608     $ 23,565     $ 13,023  
               
    Basic earnings per ADS attributable to Himax Technologies, Inc. stockholders $ 0.141     $ 0.135     $ 0.075  
    Diluted earnings per ADS attributable to Himax Technologies, Inc. stockholders $ 0.140     $ 0.135     $ 0.074  
               
    Basic Weighted Average Outstanding ADS   175,008       174,724       174,727  
    Diluted Weighted Average Outstanding ADS   175,146       174,979       174,987  
    Himax Technologies, Inc.
    Unaudited Condensed Consolidated Statements of Profit or Loss
    (Amounts in Thousands of U.S. Dollars, Except Share and Per Share Data)
       
        Twelve Months
    Ended December 31,
          2024       2023  
             
    Revenues        
    Revenues from third parties, net   $ 906,737     $ 945,309  
    Revenues from related parties, net     65       119  
          906,802       945,428  
             
    Costs and expenses:        
    Cost of revenues     630,601       681,931  
    Research and development     160,329       171,392  
    General and administrative     24,121       25,037  
    Sales and marketing     23,530       23,856  
    Total costs and expenses     838,581       902,216  
             
    Operating income     68,221       43,212  
             
    Non operating income (loss):        
    Interest income     9,907       8,746  
    Changes in fair value of financial assets at fair value through profit or loss     1,363       1,655  
    Foreign currency exchange gains (losses), net     2,491       (768 )
    Finance costs     (4,014 )     (6,080 )
    Share of losses of associates     (831 )     (598 )
    Other losses     –       (1,932 )
    Other income     198       158  
          9,114       1,181  
    Profit before income taxes     77,335       44,393  
    Income tax benefit     (2,435 )     (5,028 )
    Profit for the period     79,770       49,421  
    Loss (profit) attributable to noncontrolling interests     (15 )     1,195  
    Profit attributable to Himax Technologies, Inc. stockholders   $ 79,755     $ 50,616  
             
    Basic earnings per ADS attributable to Himax Technologies, Inc. stockholders   $ 0.456     $ 0.290  
    Diluted earnings per ADS attributable to Himax Technologies, Inc. stockholders   $ 0.456     $ 0.290  
             
    Basic Weighted Average Outstanding ADS     174,796       174,495  
    Diluted Weighted Average Outstanding ADS     175,014       174,783  
    Himax Technologies, Inc.
    IFRS Unaudited Condensed Consolidated Statements of Financial Position
    (Amounts in Thousands of U.S. Dollars)
     
        December 31,
    2024
      December 31,
    2023
      September 30,
    2024
    Assets            
    Current assets:            
    Cash and cash equivalents   $ 218,148     $ 191,749     $ 194,139  
    Financial assets at amortized cost     4,286       12,511       12,335  
    Financial assets at fair value through profit or loss     2,140       2,117       –  
    Accounts receivable, net (including related parties)     236,813       235,829       224,589  
    Inventories     158,746       217,308       192,458  
    Income taxes receivable     726       1,454       986  
    Restricted deposit     503,700       453,000       503,700  
    Other receivable from related parties     13       69       22  
    Other current assets     43,471       86,548       42,581  
    Total current assets     1,168,043       1,200,585       1,170,810  
    Financial assets at fair value through profit or loss     23,554       21,650       26,383  
    Financial assets at fair value through other comprehensive income     28,226       1,635       22,457  
    Equity method investments     8,571       3,490       2,945  
    Property, plant and equipment, net     121,280       130,109       122,333  
    Deferred tax assets     21,193       14,196       13,806  
    Goodwill     28,138       28,138       28,138  
    Other intangible assets, net     636       816       717  
    Restricted deposit     31       32       31  
    Refundable deposits     221,824       222,025       221,879  
    Other non-current assets     18,025       20,728       18,484  
          471,478       442,819       457,173  
         Total assets   $ 1,639,521     $ 1,643,404     $ 1,627,983  
    Liabilities and Equity            
    Current liabilities:            
    Current portion of long-term unsecured borrowings   $ 6,000     $ 6,000     $ 6,000  
    Short-term secured borrowings     503,700       453,000       503,700  
    Accounts payable (including related parties)     113,203       107,342       121,384  
    Income taxes payable     9,514       15,309       2,324  
    Other payable to related parties     –       110       –  
    Contract liabilities-current     10,622       17,751       25,694  
    Other current liabilities     63,595       109,291       54,673  
    Total current liabilities     706,634       708,803       713,775  
    Long-term unsecured borrowings     28,500       34,500       30,000  
    Deferred tax liabilities     564       520       505  
    Other non-current liabilities     7,496       35,879       11,361  
          36,560       70,899       41,866  
    Total liabilities     743,194       779,702       755,641  
    Equity            
    Ordinary shares     107,010       107,010       107,010  
    Additional paid-in capital     115,376       114,648       115,285  
    Treasury shares     (5,546 )     (5,157 )     (4,714 )
    Accumulated other comprehensive income     8,621       (180 )     3,507  
    Retained earnings     664,600       640,447       644,596  
    Equity attributable to owners of Himax Technologies, Inc.     890,061       856,768       865,684  
    Noncontrolling interests     6,266       6,934       6,658  
    Total equity     896,327       863,702       872,342  
         Total liabilities and equity   $ 1,639,521     $ 1,643,404     $ 1,627,983  
    Himax Technologies, Inc.
    Unaudited Condensed Consolidated Statements of Cash Flows
    (Amounts in Thousands of U.S. Dollars)
     
        Three Months
    Ended December 31,
      Three Months Ended
    September 30,
          2024       2023       2024  
                 
    Cash flows from operating activities:            
    Profit for the period   $ 25,031     $ 23,285     $ 12,755  
    Adjustments for:            
    Depreciation and amortization     5,564       5,115       5,640  
    Share-based compensation expenses     103       346       407  
    Losses (gains) on disposals of property, plant and equipment, net     4       (368 )     –  
    Loss on re-measurement of the pre-existing relationships in a business combination     –       1,932       –  
    Changes in fair value of financial assets at fair value through profit or loss     (1,245 )     (1,710 )     (27 )
    Interest income     (2,042 )     (1,934 )     (2,297 )
    Finance costs     964       1,140       1,018  
    Income tax expense (benefit)     761       (7,933 )     (5,174 )
    Share of losses of associates     360       14       143  
    Inventories write downs     4,037       5,727       2,269  
    Unrealized foreign currency exchange losses (gains)     (159 )     1,517       228  
          33,378       27,131       14,962  
    Changes in:            
    Accounts receivable (including related parties)     (27,302 )     8,163       8,548  
    Inventories     29,675       36,580       8,964  
    Other receivable from related parties     9       (29 )     33  
    Other current assets     2,502       (5,682 )     (778 )
    Accounts payable (including related parties)     (7,706 )     (627 )     (26,101 )
    Other payable to related parties     1       363       (102 )
    Contract liabilities     6       (958 )     667  
    Other current liabilities     2,508       3,014       (4,161 )
    Other non-current liabilities     71       393       (3,354 )
    Cash generated from operating activities     33,142       68,348       (1,322 )
    Interest received     3,513       2,665       860  
    Interest paid     (1,047 )     (1,140 )     (1,018 )
    Income tax paid     (191 )     (1,131 )     (1,658 )
    Net cash provided by (used in) operating activities     35,417       68,742       (3,138 )
                 
    Cash flows from investing activities:            
    Acquisitions of property, plant and equipment     (3,222 )     (15,052 )     (2,551 )
    Proceeds from disposal of property, plant and equipment     –       111       –  
    Acquisitions of intangible assets     –       (40 )     (9 )
    Acquisitions of financial assets at amortized cost     (2,286 )     (4,573 )     (1,500 )
    Proceeds from disposal of financial assets at amortized cost     10,289       784       617  
    Acquisitions of financial assets at fair value through profit or loss     (6,807 )     (5,375 )     (27,934 )
    Proceeds from disposal of financial assets at fair value through profit or loss     3,722       1,645       33,036  
    Acquisitions of financial assets at fair value through other comprehensive income     –       (1,379 )     –  
    Proceeds from disposal of financial assets at fair value through other comprehensive income     –       99       –  
    Acquisition of a subsidiary, net of cash acquired (paid)     (5,416 )     433       –  
    Proceeds from capital reduction of investment     338       360       –  
    Acquisitions of equity method investment     (1,236 )     –       –  
    Decrease (increase) in refundable deposits     (8 )     –       11,339  
    Net cash provided by (used in) investing activities     (4,626 )     (22,987 )     12,998  
                 
    Cash flows from financing activities:            
    Purchase of treasury shares     (832 )     –       –  
    Prepayments for purchase of treasury shares     (2,168 )     –       –  
    Payments of cash dividends     –       –       (50,670 )
    Payments of dividend equivalents     –       –       (233 )
    Proceeds from issuance of new shares by subsidiaries     –       916       –  
    Purchases of subsidiaries shares from noncontrolling interests     –       (9 )     –  
    Proceeds from short-term unsecured borrowings     –       36,932       –  
    Repayments of short-term unsecured borrowings     –       (37,226 )     –  
    Repayments of long-term unsecured borrowings     (1,500 )     (1,500 )     (1,500 )
    Proceeds from short-term secured borrowings     461,400       427,100       522,600  
    Repayments of short-term secured borrowings     (461,400 )     (427,100 )     (471,900 )
    Pledge of restricted deposit     –       –       (50,700 )
    Payment of lease liabilities     (1,340 )     (1,244 )     (979 )
    Guarantee deposits received (refunded)     219       (5 )     –  
    Net cash used in financing activities     (5,621 )     (2,136 )     (53,382 )
    Effect of foreign currency exchange rate changes on cash and cash equivalents     (1,161 )     873       985  
    Net increase (decrease) in cash and cash equivalents     24,009       44,492       (42,537 )
    Cash and cash equivalents at beginning of period     194,139       147,257       236,676  
    Cash and cash equivalents at end of period   $ 218,148     $ 191,749     $ 194,139  
                 
    Himax Technologies, Inc.
    Unaudited Condensed Consolidated Statements of Cash Flows
    (Amounts in Thousands of U.S. Dollars)
        Twelve Months
    Ended December 31,
          2024       2023  
             
    Cash flows from operating activities:        
    Profit for the period   $ 79,770     $ 49,421  
    Adjustments for:        
    Depreciation and amortization     22,354       20,322  
    Share-based compensation expenses     1,247       2,663  
    Losses (gains) on disposals of property, plant and equipment, net     4       (368 )
    Loss on re-measurement of the pre-existing relationships in a business combination     –       1,932  
    Changes in fair value of financial assets at fair value through profit or loss     (1,363 )     (1,655 )
    Interest income     (9,907 )     (8,746 )
    Finance costs     4,014       6,080  
    Income tax benefit     (2,435 )     (5,028 )
    Share of losses of associates     831       598  
    Inventories write downs     13,551       21,540  
    Unrealized foreign currency exchange losses (gains)     (171 )     624  
          107,895       87,383  
    Changes in:        
    Accounts receivable (including related parties)     (40,738 )     20,804  
    Inventories     45,011       132,090  
    Other receivable from related parties     56       5  
    Other current assets     3,941       (3,863 )
    Accounts payable (including related parties)     14,567       7,676  
    Other payable to related parties     (110 )     (268 )
    Contract liabilities     45       (37,051 )
    Other current liabilities     (9,010 )     1,246  
    Other non-current liabilities     (2,260 )     (4,602 )
    Cash generated from operating activities     119,397       203,420  
    Interest received     9,732       8,567  
    Interest paid     (4,015 )     (6,080 )
    Income tax paid     (9,138 )     (53,066 )
    Net cash provided by operating activities     115,976       152,841  
             
    Cash flows from investing activities:        
    Acquisitions of property, plant and equipment     (13,054 )     (23,378 )
    Proceeds from disposal of property, plant and equipment     –       111  
    Acquisitions of intangible assets     (153 )     (115 )
    Acquisitions of financial assets at amortized cost     (11,236 )     (6,911 )
    Proceeds from disposal of financial assets at amortized cost     19,457       3,099  
    Acquisitions of financial assets at fair value through profit or loss     (76,003 )     (82,628 )
    Proceeds from disposal of financial assets at fair value through profit or loss     70,389       75,539  
    Acquisitions of financial assets at fair value through other comprehensive income     (17,164 )     (1,379 )
    Proceeds from disposal of financial assets at fair value through other comprehensive income     –       99  
    Acquisition of a subsidiary, net of cash acquired (paid)     (5,416 )     433  
    Proceeds from capital reduction of investment     338       360  
    Acquisitions of equity method investment     (1,236 )     –  
    Decrease (increase) in refundable deposits     33,562       (56,933 )
    Cash received in advance from disposal of land     –       2,821  
    Net cash used in investing activities     (516 )     (88,882 )
             
    Cash flows from financing activities:        
    Purchase of treasury shares     (832 )     –  
    Prepayments for purchase of treasury shares     (2,168 )     –  
    Payments of cash dividends     (50,670 )     (83,720 )
    Payments of dividend equivalents     (233 )     (148 )
    Proceeds from issuance of new shares by subsidiary     71       916  
    Purchases of subsidiaries shares from noncontrolling interests     (190 )     (9 )
    Proceeds from short-term unsecured borrowings     –       47,226  
    Repayments of short-term unsecured borrowings     –       (47,226 )
    Repayments of long-term unsecured borrowings     (6,000 )     (6,000 )
    Proceeds from short-term secured borrowings     1,780,300       1,383,300  
    Repayments of short-term secured borrowings     (1,729,600 )     (1,299,600 )
    Pledge of restricted deposit     (50,700 )     (83,700 )
    Payment of lease liabilities     (5,032 )     (4,830 )
    Guarantee deposits received (refunded)     (23,163 )     200  
    Net cash used in financing activities     (88,217 )     (93,591 )
    Effect of foreign currency exchange rate changes on cash and cash equivalents     (844 )     (200 )
    Net increase (decrease) in cash and cash equivalents     26,399       (29,832 )
    Cash and cash equivalents at beginning of period     191,749       221,581  
    Cash and cash equivalents at end of period   $ 218,148     $ 191,749  

    The MIL Network –

    February 13, 2025
  • MIL-OSI Africa: Secretary-General’s message to the High-Level Dialogue on Tax Justice and Solidarity: Towards an Inclusive and Sustainable Common Home 

    Source: United Nations – English

    he promise to deliver the Sustainable Development Goals is slipping away – in large part, due to lack of finance.

    Taxation is vital to closing not only the finance gap, but also the justice and solidarity gap.

    Yet, countries struggle to mobilise resources. The situation requires a global response.  And we are seeing progress – from G20 commitments, to negotiations on a United Nations Framework Convention on International Tax Cooperation.

    These efforts are a vital chance to create a framework anchored in inclusivity – essential for legitimacy and efficacy – that supports sustainable development.
     
    The Pact for the Future also includes a commitment to continue constructive engagement in the process, and to explore options for international cooperation on the taxation of the super-rich.

    I urge all countries to keep driving this work forward. Together, let’s build tax systems with justice, solidarity and inclusivity at their heart.
     
     

    MIL OSI Africa –

    February 13, 2025
  • MIL-OSI United Nations: Secretary-General’s message to the High-Level Dialogue on Tax Justice and Solidarity: Towards an Inclusive and Sustainable Common Home 

    Source: United Nations secretary general

    The promise to deliver the Sustainable Development Goals is slipping away – in large part, due to lack of finance.

    Taxation is vital to closing not only the finance gap, but also the justice and solidarity gap.

    Yet, countries struggle to mobilise resources. The situation requires a global response.  And we are seeing progress – from G20 commitments, to negotiations on a United Nations Framework Convention on International Tax Cooperation.

    These efforts are a vital chance to create a framework anchored in inclusivity – essential for legitimacy and efficacy – that supports sustainable development.
     
    The Pact for the Future also includes a commitment to continue constructive engagement in the process, and to explore options for international cooperation on the taxation of the super-rich.

    I urge all countries to keep driving this work forward. Together, let’s build tax systems with justice, solidarity and inclusivity at their heart.
     
     

    MIL OSI United Nations News –

    February 13, 2025
  • MIL-OSI: Valeura Energy Inc.: Record Reserves and Resources at Year-End 2024: 2P Reserves Replacement Ratio of 245%

    Source: GlobeNewswire (MIL-OSI)

    SINGAPORE, Feb. 13, 2025 (GLOBE NEWSWIRE) — Valeura Energy Inc. (TSX:VLE, OTCQX:VLERF) (“Valeura” or the “Company”) is pleased to announce the results of its third-party independent reserves and resources assessment as at year-end 2024.

    Highlights

    • Record high year-end reserves: 32 MMbbl proved (1P), 50 MMbbl proved plus probable (2P) and 60 MMbbl proved plus probable plus possible (3P) reserves;
    • 2P reserves replacement ratio of 245% even after annual production increase of 12%;
    • 2P reserves and end of field life (“EOFL”) increased at every field;
    • 2P reserves net present value before tax of US$934 million and US$752 million after tax(1);
    • Considering year-end 2024 cash position of US$259 million, Company net asset value (“NAV”) is US$1,012 million, equating C$13.6 per common share(2);
    • Contingent resources(3) of 48 MMbbl, more than double the total at end 2023; and
    • Decommissioning costs significantly reduced through engineering studies and increased EOFL to beyond 2030.
    (1) Discounted at 10% (NPV10)
    (2) Proved plus probable (2P) NPV10after tax plus cash of US$259.4 million (no debt), using US$/C$ exchange rate of 1.435, and 106.65 million common shares outstanding, as at December 31, 2024
    (3) Unrisked 2C (best estimate) contingent resources

    Dr. Sean Guest, President and CEO commented:

    “I am pleased to announce the results of our end 2024 reserves and resources evaluation, which shows again that our aggressive work programme can increase the ultimate potential of our fields and add value to our Company. In our second full year of operations we have again added more than double the reserves we produced, achieving a 2P reserves replacement ratio of 245%. This is a significant feat, considering we also increased production by 12% relative to 2023.

    We also added to the ultimate potential of our portfolio, with all Thailand fields now having an economic field life lasting beyond 2030. Since taking over these assets, we have added at least four additional years of production life to each field. This means more years of future cash flow and is therefore a prime example of one key element of our strategy in action – driving further organic growth.

    The net asset value of our business is now over US$1 billion – a record high, equating to more than C$13.6 per common share. This is based on our 2P after tax NPV10increasing by 76% year-on-year, coupled with a new record year-end cash position.

    In addition to discovering volumes through the drill bit and aggressively working to build our understanding of the intricate subsurface environment, various other financial and engineering studies have also added value. Our field abandonment costs have been reduced further through updated engineering studies which are benchmarked to actual abandonment operations in the Gulf of Thailand. The effect of this, combined with extended field life across the portfolio, is expected to reduce our Asset Retirement Obligation (“ARO”) on our balance sheet by more than 50% since we first assumed operatorship of these assets.

    We are relentless in our pursuit of value and we remain focussed on allocating capital efficiently. Moreover, we see exciting reserves-adding opportunities ahead through the potential Wassana field redevelopment, as well as through ongoing infill development and appraisal drilling across the portfolio, and the selective exploration targets we will pursue this year.

    At the same time, inorganic growth remains a key part of our strategy, and we are actively evaluating several opportunities to assess fit with our strict screening criteria.”

    Valeura commissioned Netherland, Sewell & Associates, Inc. (“NSAI”) to assess reserves and resources for all of its Thailand assets as of December 31, 2024. NSAI’s evaluation is presented in a report dated February 13, 2025 (the “NSAI 2024 Report”). This follows previous evaluations conducted by the same firm for December 31, 2023 (the “NSAI 2023 Report”) and December 31, 2022 (the “NSAI 2022 Report”).

    Oil and Gas Reserves by Field Based on Forecast Prices and Costs

        Gross (Before Royalties) Reserves, Working Interest Share (Mbbl)
    Reserves by Field Jasmine
    (Light/Medium)
    Manora
    (Light/Medium)
    Nong Yao
    (Light/Medium)
    Wassana
    (Heavy)
    Total
    Proved Producing Developed 5,268 1,370 6,541 2,894 16,073
    Non-Producing Developed 703 433 153 242 1,531
    Undeveloped 4,713 705 3,742 5,490 14,650
    Total Proved (1P) 10,684 2,509 10,436 8,626 32,255
    Total Probable (P2) 6,108 848 6,500 4,297 17,753
    Total Proved + Probable (2P) 16,792 3,357 16,936 12,923 50,008
    Total Possible (P3) 3,647 718 4,297 1,027 9,689
    Total Proved + Probable + Possible (3P) 20,440 4,075 21,233 13,950 59,697

     
    Summary of Reserves Replacement, Value, and Field Life

    As compared to the NSAI 2023 Report, the NSAI 2024 Report indicates an addition of 2.4 MMbbl of proved (1P) reserves and 12.1 MMbbl of proved plus probable (2P) reserves, after having produced 8.4 MMbbl of oil in 2024. This reflects a 1P reserves replacement ratio of 128% and a 2P reserves replacement ratio of 245%.

    Based on the mid-point of the Company’s 2025 production guidance of 23.0 – 25.5 Mbbl/d (24.25 Mbbl/d), on a 2P reserves basis as of December 31, 2024, the Company estimates its reserves life index (“RLI”) to be approximately 5.6 years. Using the same 2025 production estimate and 2P reserves as of December 31, 2023 and December 31, 2022, the RLI was approximately 4.3, and 3.3 years, respectively.

    The net present value of estimated future revenue after income taxes, based on a 10% discount rate has increased between the NSAI 2023 Report and the NSAI 2024 Report from US$193.9 million to US$358.6 million on a 1P basis, an increase of 85%. On a 2P basis, the net present value of estimated future revenue after income taxes, based on a 10% discount rate has increased from US$428.5 million to US$752.2 million, an increase of 76%.

    The Company estimates that, based on the 2P net present value of estimated future revenue after income taxes in the NSAI 2024 Report, based on a 10% discount rate, plus the Company’s 2024 year-end cash position of US$259.4 million, as disclosed on January 8, 2025, the Company has a 2P net asset value (“NAV”) of US$1,011.6 million. Using the year-end count of common shares outstanding (being 106.65 million) and foreign exchange rates, Valeura’s NAV equates to approximately C$13.6/share.

      1P NPV10 2P NPV10 3P NPV10
      Before Tax After Tax Before Tax After Tax Before Tax After Tax
    NPV10(US$ million) 360.7 358.6 933.9 752.2 1,339.1 990.2
    Cash at December 31, 2024 (US$ million)(1) 259.4 259.4 259.4 259.4 259.4 259.4
    Net Asset Value (US$ million) 620.1 618.0 1,193.3 1,011.6 1,598.5 1,249.6
    Common shares (million)(2) 106.65 106.65 106.65 106.65 106.65 106.65
    Estimated NAV per basic share (C$ per share)(3) 8.3 8.3 16.1 13.6 21.5 16.8
    (1) Cash at December 31, 2024 of US$259.4 million, debt nil
    (2) Issued and outstanding common shares as of December 31, 2024
    (3) US$/C$ exchange rate of 1.435 as at December 31, 2024

    The NSAI 2024 Report indicates a further extension in the anticipated end of field life for all assets in Valeura’s Thailand portfolio, as compared to the NSAI 2023 Report.

      Gross (Before Royalties) 2P Reserves, Working Interest Share End of Field Life 2P NPV10After Tax (US$ million)
    Fields December 31, 2023
    (MMbbl)
    2024 Production
    (MMbbl)
    Additions
    (MMbbl)
    December 31, 2024
    (MMbbl)
    Reserves Replacement Ratio (%) NSAI 2023 Report NSAI 2024 Report December 31, 2023 December 31, 2024
    Jasmine 10.4 (2.9 ) 9.2 16.8 324 % Dec 2028 Aug 2031 81.8 163.9
    Manora 2.2 (0.9 ) 2.1 3.4 223 % Jul 2027 Apr 2030 21.2 45.7
    Nong Yao 12.4 (3.1 ) 7.7 16.9 245 % Dec 2028 Dec 2033 185.6 416.1
    Wassana 12.9 (1.4 ) 1.5 12.9 102 % Jun 2032 Dec 2035 139.9 126.6
    Total 37.9 (8.4 ) 20.5 50.0 245 %     428.5 752.2

     
    Valeura has demonstrated two consecutive years of growth in both aggregate 2P reserves and the associated after-tax 2P NPV10 value.

      Gross (Before Royalties) 2P Reserves,
    Working Interest Share (MMbbl)
    2P NPV10After Tax
    (US$ million)
    Fields December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2022 December 31, 2023 December 31, 2024
    Jasmine 10.0 10.4 16.8 37.1 81.8 163.9
    Manora 1.8 2.2 3.4 12.1 21.2 45.7
    Nong Yao 11.2 12.4 16.9 145.5 185.6 416.1
    Wassana 6.1 12.9 12.9 66.3 139.9 126.6
    Total 29.1 37.9 50.0 261.0 428.5 752.2

     
    The NSAI 2024 Report does not assume a new redevelopment concept for the Wassana field and therefore does not include potential upside volumes associated with the Company’s contemplated redevelopment. Valeura is targeting readiness for a final investment decision (“FID”) in early Q2 2025. Should the Company opt to proceed with the redevelopment, management anticipates a higher production profile, with longer field life than is currently reflected in the NSAI 2024 Report.

    Net Present Values of Future Net Revenue Based on Forecast Prices and Costs

    Net present values of future net revenue from oil reserves are based on cost estimates as of the date of the NSAI 2024 Report, and forecast Brent crude oil reference prices of US$75.58, US$78.51, US$79.89, US$81.82, and US$83.46 per bbl for the years ending December 31, 2025, 2026, 2027, 2028, and 2029, respectively, with 2% escalation thereafter. NSAI assumes cost inflation of 2% per annum. Price realisation forecasts for each field are based on the Brent crude oil reference prices above, and adjusted for oil quality, and market differentials.

    Based on Valeura’s revised corporate structure, as modified by the reorganisation completed in November 2024, values estimated by NSAI assume a combined, single tax filing for all of the Company’s Thai III fiscal concessions, covering the Wassana, Nong Yao, and Manora fields. The Jasmine field, being a Thai I fiscal concession, is outside this scope.

    All estimated costs associated with the eventual decommissioning of the Company’s fields are included as part of the calculation of future net revenue, specifically within the Proved Producing Developed category.

        Before Tax NPV10(US$ million)
    Future Net Revenue by Field Jasmine Manora Nong Yao Wassana Total
    Proved Producing Developed (124.7)   (27.6)   146.2 (160.7)   (166.8)  
    Non-Producing Developed 35.3   27.9   7.0 16.2   86.4  
    Undeveloped 93.6   7.9   108.1 231.5   441.0  
    Total Proved (1P) 4.2   8.2   261.3 87.0   360.7  
    Total Probable (P2) 217.4   39.1   204.5 112.3   573.3  
    Total Proved + Probable (2P) 221.5   47.3   465.8 199.3   933.9  
    Total Possible (P3) 168.8   29.6   150.7 56.1   405.1  
    Total Proved + Probable + Possible (3P) 390.3   76.9   616.5 255.4   1,339.1  
        After Tax NPV10(US$ million)
    Future Net Revenue by Field Jasmine Manora Nong Yao Wassana Total
    Proved Producing Developed (131.4)   (27.6)   146.2 (160.7)   (173.4)  
    Non-Producing Developed 33.9   27.9   7.0 16.2   85.1  
    Undeveloped 99.6   7.9   108.1 231.5   447.0  
    Total Proved (1P) 2.1   8.2   261.3 87.0   358.6  
    Total Probable (P2) 161.8   37.4   154.8 39.6   393.6  
    Total Proved + Probable (2P) 163.9   45.7   416.1 126.6   752.2  
    Total Possible (P3) 96.7   20.4   93.3 27.6   238.0  
    Total Proved + Probable + Possible (3P) 260.6   66.1   509.3 154.2   990.2  

     
    Asset Retirement Obligations

    During 2024, the Company conducted extensive engineering studies into the eventual decommissioning of its fields. These studies utilised costs benchmarked to current decommissioning activities underway elsewhere within the Gulf of Thailand. Valeura’s work since acquiring the assets in early 2023 has resulted in a reduction of 32% in the anticipated cost to decommission the assets (US$ real basis).  

    In addition, the significant extensions to the economic life of all of the Company’s fields means the timing for decommissioning expenditure has shifted further into the future. The combined effect is estimated to be a material reduction in the ARO liability to be shown on the Company’s balance sheet. While the final ARO is still to be reviewed by the Company’s auditor, management estimates that the ARO as at December 31, 2024 will have been reduced by approximately 35% from year-end 2023 and more than 50% relative to the Company’s first estimate upon assuming operatorship of the Thai portfolio in Q1 2023.

    Resources

    NSAI assessed the Company’s contingent resources of its Thailand assets for additional reservoir accumulations and reported estimates in the NSAI 2024 Report, the NSAI 2023 Report, and the NSAI 2022 Report. Contingent resources are heavy crude oil and light/medium crude oil, and are further divided into two subcategories, being Development Unclarified and Development Not Viable (see oil and gas advisories). Each subcategory is assigned a percentage risk, reflecting the estimated chance of development. Aggregate totals are provided below.

    Contingent Resources NSAI 2022 Report
    Gross (Before Royalties) Working Interest Share
    NSAI 2023 Report
    Gross (Before Royalties) Working Interest Share
    NSAI 2024 Report
    Gross (Before Royalties) Working Interest Share
    Unrisked (MMbbl) Risked (MMbbl) Unrisked (MMbbl) Risked (MMbbl) Unrisked (MMbbl) Risked (MMbbl)
    Low Estimate (1C) 10.4 1.8 15.2 6.5 29.4 9.2
    Best Estimate (2C) 14.1 2.5 19.9 8.9 48.4 13.5
    High Estimate (3C) 22.1 3.9 27.9 11.6 72.1 18.0

     
    Comparing the NSAI 2023 Report to the NSAI 2024 Report, the Company has recorded an increase in the best estimate (2C) unrisked contingent resources of 143%.

    The Company last completed an independent assessment of its prospective resources in Türkiye, effective December 31, 2018, which is available under Valeura’s issuer profile on SEDAR+ at www.sedarplus.com. Valeura has no reserves or contingent resources associated with its properties in Türkiye.

    Further Disclosure and Webcast
    Valeura intends to disclose a summary of the NSAI 2024 Report to Thailand’s upstream regulator later in February 2025. Thereafter, the Company will publish its estimates of reserves and resources in accordance with the requirements of National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities along with its annual information form for the year ended December 31, 2025, on approximately March 26, 2025.

    Valeura’s management team will host an investor and analyst webcast at 08:00 Calgary / 15:00 London / 22:00 Bangkok / 23:00 Singapore on Thursday, February 13, 2025 to discuss its reserves and contingent resources. Please register in advance via the link below.

    Registration link: https://events.teams.microsoft.com/event/a527dbad-61ff-47b1-8330-a10c28cfd2ee@a196a1a0-4579-4a0c-b3a3-855f4db8f64b

    As an alternative, an audio only feed of the event is available by phone using the Conference ID and dial-in numbers below.

    Thailand: +66 2 026 9035,,817613646#
    Singapore: +65 6450 6302,,817613646#
    Canada: (833) 845-9589,,817613646#
    Türkiye: 0800 142 034779,,817613646#
    United States: (833) 846-5630,,817613646#
    United Kingdom: 0800 640 3933,,817613646#

    Phone conference ID: 817 613 646#

    For further information, please contact:

    Valeura Energy Inc. (General Corporate Enquiries)                +65 6373 6940
    Sean Guest, President and CEO
    Yacine Ben-Meriem, CFO
    Contact@valeuraenergy.com

    Valeura Energy Inc. (Investor and Media Enquiries)                +1 403 975 6752 / +44 7392 940495
    Robin James Martin, Vice President, Communications and Investor Relations
    IR@valeuraenergy.com

    Contact details for the Company’s advisors, covering research analysts and joint brokers, including Auctus Advisors LLP, Canaccord Genuity Ltd (UK), Cormark Securities Inc., Research Capital Corporation, and Stifel Nicolaus Europe Limited, are listed on the Company’s website at www.valeuraenergy.com/investor-information/analysts/.

    About the Company

    Valeura Energy Inc. is a Canadian public company engaged in the exploration, development and production of petroleum and natural gas in Thailand and in Türkiye. The Company is pursuing a growth-oriented strategy and intends to re-invest into its producing asset portfolio and to deploy resources toward further organic and inorganic growth in Southeast Asia. Valeura aspires toward value accretive growth for stakeholders while adhering to high standards of environmental, social and governance responsibility.

    Additional information relating to Valeura is also available on SEDAR+ at www.sedarplus.ca.

    Oil and Gas Advisories

    Reserves and contingent resources disclosed in this news release are based on an independent evaluation conducted by the incumbent independent petroleum engineering firm, NSAI with an effective date of December 31, 2024. The NSAI estimates of reserves and resources were prepared using guidelines outlined in the Canadian Oil and Gas Evaluation Handbook and in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities. The reserves and contingent resources estimates disclosed in this news release are estimates only and there is no guarantee that the estimated reserves and contingent resources will be recovered.

    This news release contains a number of oil and gas metrics, including “NAV”, “reserves replacement ratio”, “RLI”, and “end of field life” which do not have standardised meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies. Such metrics are commonly used in the oil and gas industry and have been included herein to provide readers with additional measures to evaluate the Company’s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

    “NAV” is calculated by adding the estimated future net revenues based on a 10% discount rate to net cash, (which is comprised of cash less debt) as of December 31, 2024. NAV is expressed on a per share basis by dividing the total by basic common shares outstanding. NAV per share is not predictive and may not be reflective of current or future market prices for Valeura.

    “Reserves replacement ratio” for 2024 is calculated by dividing the difference in reserves between the NSAI 2024 Report and the NSAI 2023 Report, plus actual 2024 production, by the assets’ total production before royalties for the calendar year 2024.

    “RLI” is calculated by dividing reserves by management’s estimated total production before royalties for 2025.

    “End of field life” is calculated by NSAI as the date at which the monthly net revenue generated by the field is equal to or less than the asset’s operating cost.

    Reserves

    Reserves are estimated remaining quantities of commercially recoverable oil, natural gas, and related substances anticipated to be recoverable from known accumulations, as of a given date, based on the analysis of drilling, geological, geophysical, and engineering data, the use of established technology, and specified economic conditions, which are generally accepted as being reasonable. Reserves are further categorised according to the level of certainty associated with the estimates and may be sub-classified based on development and production status.

    Proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

    Developed reserves are those reserves that are expected to be recovered from existing wells and installed facilities or, if facilities have not been installed, that would involve a low expenditure (e.g., when compared to the cost of drilling a well) to put the reserves on production.

    Developed producing reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

    Developed non-producing reserves are those reserves that either have not been on production, or have previously been on production, but are shut in, and the date of resumption of production is unknown.

    Undeveloped reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (e.g., when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved, probable, possible) to which they are assigned.

    Probable reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.

    Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. It is unlikely that the actual remaining quantities recovered will exceed the sum of the estimated proved plus probable plus possible reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of the estimated proved plus probable plus possible reserves.

    The estimated future net revenues disclosed in this news release do not necessarily represent the fair market value of the reserves associated therewith.

    The estimates of reserves and future net revenue for individual properties may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation.

    Contingent Resources

    Contingent resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingencies are conditions that must be satisfied for a portion of contingent resources to be classified as reserves that are: (a) specific to the project being evaluated; and (b) expected to be resolved within a reasonable timeframe.

    Contingent resources are further categorised according to the level of certainty associated with the estimates and may be sub‐classified based on a project maturity and/or characterised by their economic status. There are three classifications of contingent resources: low estimate, best estimate and high estimate. Best estimate is a classification of estimated resources described in the Canadian Oil and Gas Evaluation Handbook as the best estimate of the quantity that will be actually recovered; it is equally likely that the actual remaining quantities recovered will be greater or less than the best estimate. If probabilistic methods are used, there should be at least a 50 percent probability that the quantities actually recovered will equal or exceed the best estimate.

    The project maturity subclasses include development pending, development on hold, development unclarified and development not viable. The contingent resources disclosed in this news release are classified as either development unclarified or development not viable.

    Development unclarified is defined as a contingent resource that requires further appraisal to clarify the potential for development and has been assigned a lower chance of development until commercial considerations can be clearly defined. Chance of development is the likelihood that an accumulation will be commercially developed.

    Conversion of the development unclarified resources referred to in this news release is dependent upon (1) the expected timetable for development; (2) the economics of the project; (3) the marketability of the oil and gas production; (4) the availability of infrastructure and technology; (5) the political, regulatory, and environmental conditions; (6) the project maturity and definition; (7) the availability of capital; and, ultimately, (8) the decision of joint venture partners to undertake development.

    The major positive factor relevant to the estimate of the contingent development unclarified resources referred to in this news release is the successful discovery of resources encountered in appraisal and development wells within the existing fields. The major negative factors relevant to the estimate of the contingent development unclarified resources referred to in this news release are: (1) the outstanding requirement for a definitive development plan; (2) current economic conditions do not support the resource development; (3) limited field economic life to develop the resources; and (4) the outstanding requirement for a final investment decision and commitment of all joint venture partners.

    Development not viable is defined as a contingent resource where no further data acquisition or evaluation is currently planned and hence there is a low chance of development, there is usually less than a reasonable chance of economics of development being positive in the foreseeable future. The major negative factors relevant to the estimate of development not viable referred to in this news release are: (1) current economic conditions do not support the resource development; and (2) availability of technical knowledge and technology within the industry to economically support resource development.

    If these contingencies are successfully addressed, some portion of these contingent resources may be reclassified as reserves.

    Of the best estimate 2C contingent resources estimated in the NSAI 2024 Report, on a risked basis: 74% of the estimated volumes are light/medium crude oil, with the remainder being heavy oil; 77% are categorised as Development Unclarified, with the remainder being Development Not Viable. Development Unclarified 2C resources have been assigned an average chance of development for the four fields ranging from 30% to 50% depending on oil type, while 2C Development Not Viable resources have been assigned an average chance of development ranging from 16% to 17%.

    Resources Project
    Maturity Subclass
    Light and Medium Crude Oil
    (Development Unclarified)
    Chance of Development (%)
    Unrisked Risked
    Gross (Mbbl) Net (Mbbl) Gross (Mbbl) Net (Mbbl)
    Contingent Low Estimate (1C) Development Unclarified 8,267 7,334 3,108 2,742 38 %
    Contingent Best Estimate (2C) Development Unclarified 14,178 12,538 4,227 3,728 30 %
    Contingent High Estimate (3C) Development Unclarified 21,072 18,644 5,289 4,673 25 %
    Resources Project
    Maturity Subclass
    Heavy Crude Oil
    (Development Unclarified)
    Chance of Development (%)
    Unrisked Risked
    Gross (Mbbl) Net (Mbbl) Gross (Mbbl) Net (Mbbl)
    Contingent Low Estimate (1C) Development Unclarified 7,807 7,358 4,045 3,813 52 %
    Contingent Best Estimate (2C) Development Unclarified 10,641 10,029 5,325 5,018 50 %
    Contingent High Estimate (3C) Development Unclarified 14,524 13,689 6,560 6,182 45 %
    Resources Project
    Maturity Subclass
    Light and Medium Crude Oil
    (Development Not Viable)
    Chance of Development (%)
    Unrisked Risked
    Gross (Mbbl) Net (Mbbl) Gross (Mbbl) Net (Mbbl)
    Contingent Low Estimate (1C) Development Not Viable 11,294 10,502 1,694 1,575 15 %
    Contingent Best Estimate (2C) Development Not Viable 21,539 19,965 3,652 3,319 17 %
    Contingent High Estimate (3C) Development Not Viable 33,503 30,964 5,363 4,802 16 %
    Resources Project
    Maturity Subclass
    Heavy Crude Oil
    (Development Not Viable)
    Chance of Development (%)
    Unrisked Risked
    Gross (Mbbl) Net (Mbbl) Gross (Mbbl) Net (Mbbl)
    Contingent Low Estimate (1C) Development Not Viable 2,069 1,950 310 293 15 %
    Contingent Best Estimate (2C) Development Not Viable 2,091 1,971 341 321 16 %
    Contingent High Estimate (3C) Development Not Viable 3,003 2,830 815 768 27 %

    The NSAI estimates have been risked, using the chance of development, to account for the possibility that the contingencies are not successfully addressed. Due to the early stage of development for the development unclarified resources, NSAI did not perform an economic analysis of these resources; as such, the economic status of these resources is undetermined and there is uncertainty that any portion of the contingent resources disclosed in this new release will be commercially viable to produce.

    Glossary

    bbl                barrels of oil
    Mbbl              thousand barrels of oil
    MMbbl            million barrels of oil

    Advisory and Caution Regarding Forward-Looking Information

    Certain information included in this news release constitutes forward-looking information under applicable securities legislation. Such forward-looking information is for the purpose of explaining management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project”, “target” or similar words suggesting future outcomes or statements regarding an outlook.

    Forward-looking information in this news release includes, but is not limited to, the Company’s belief that it has added to the ultimate potential of its portfolio; the anticipated economic life of its portfolio; expectations regarding future cash flow; the expectation that ARO on its December 31, 2024 balance sheet will indicate a reduction of approximately 35% versus December 31, 2023 and more than 50% since first assuming operatorship of its assets; business objectives and targets; organic and inorganic growth opportunities; the anticipated end of life for Valeura’s Thailand assets; the potential for adding reserves through the Wassana field redevelopment as well as through ongoing infill development, appraisal drilling, and exploration targets; statements related to the Company’s 2025 production guidance of 23.0 – 25.5 Mbbl/d; estimates of the Company’s RLI; timing for FID readiness on the potential Wassana field redevelopment; management’s anticipation of a higher production profile with longer field life from the Wassana field, should it opt to proceed with the redevelopment; forecast Brent crude oil reference prices; assumption of a single tax filing; estimated costs for the eventual decommissioning of its fields; the intention to disclose a summary of the NSAI 2024 Report to Thailand’s upstream regulator; the anticipated filing date of the Company’s annual information form along with its estimates of reserves and resources; and the timing of the investor and analyst webcast.

    In addition, statements related to “reserves” and “resources” are deemed to be forward-looking information

    as they involve the implied assessment, based on certain estimates and assumptions, that the resources can

    be discovered and profitably produced in the future.

    Although the Company believes the expectations and assumptions reflected in such forward-looking information are reasonable, they may prove to be incorrect.

    Forward-looking information is based on management’s current expectations and assumptions regarding, among other things: political stability of the areas in which the Company is operating; continued safety of operations and ability to proceed in a timely manner; continued operations of and approvals forthcoming from governments and regulators in a manner consistent with past conduct; ability to achieve extensions to licences in Thailand and Türkiye to support attractive development and resource recovery; future drilling activity on the required/expected timelines; the prospectivity of the Company’s lands; the continued favourable pricing and operating netbacks across its business; future production rates and associated operating netbacks and cash flow; decline rates; future sources of funding; future economic conditions; the impact of inflation of future costs; future currency exchange rates; interest rates; the ability to meet drilling deadlines and fulfil commitments under licences and leases; future commodity prices; the impact of the Russian invasion of Ukraine; the impact of conflicts in the Middle East; royalty rates and taxes; management’s estimate of cumulative tax losses being correct; future capital and other expenditures; the success obtained in drilling new wells and working over existing wellbores; the performance of wells and facilities; the availability of the required capital to funds its exploration, development and other operations, and the ability of the Company to meet its commitments and financial obligations; the ability of the Company to secure adequate processing, transportation, fractionation and storage capacity on acceptable terms; the capacity and reliability of facilities; the application of regulatory requirements respecting abandonment and reclamation; the recoverability of the Company’s reserves and contingent resources; future growth; the sufficiency of budgeted capital expenditures in carrying out planned activities; the impact of increasing competition; the availability and identification of mergers and acquisition opportunities; the ability to successfully negotiate and complete any mergers and acquisition opportunities; the ability to efficiently integrate assets and employees acquired through acquisitions; global energy policies going forward; international trade policies; future debt levels; and the Company’s continued ability to obtain and retain qualified staff and equipment in a timely and cost efficient manner. In addition, the Company’s work programmes and budgets are in part based upon expected agreement among joint venture partners and associated exploration, development and marketing plans and anticipated costs and sales prices, which are subject to change based on, among other things, the actual results of drilling and related activity, availability of drilling, offshore storage and offloading facilities and other specialised oilfield equipment and service providers, changes in partners’ plans and unexpected delays and changes in market conditions. Although the Company believes the expectations and assumptions reflected in such forward-looking information are reasonable, they may prove to be incorrect.

    Forward-looking information involves significant known and unknown risks and uncertainties. Exploration, appraisal, and development of oil and natural gas reserves and resources are speculative activities and involve a degree of risk. A number of factors could cause actual results to differ materially from those anticipated by the Company including, but not limited to: the ability of management to execute its business plan or realise anticipated benefits from acquisitions; the risk of disruptions from public health emergencies and/or pandemics; competition for specialised equipment and human resources; the Company’s ability to manage growth; the Company’s ability to manage the costs related to inflation; disruption in supply chains; the risk of currency fluctuations; changes in interest rates, oil and gas prices and netbacks; the risk that the Company’s tax advisors’ and/or auditors’ assessment of the Company’s cumulative tax losses varies significantly from management’s expectations of the same; potential changes in joint venture partner strategies and participation in work programmes; uncertainty regarding the contemplated timelines and costs for work programme execution; the risks of disruption to operations and access to worksites; potential changes in laws and regulations, including international treaties and trade policies; the uncertainty regarding government and other approvals; counterparty risk; the risk that financing may not be available; risks associated with weather delays and natural disasters; and the risk associated with international activity. See the most recent annual information form and management’s discussion and analysis of the Company for a detailed discussion of the risk factors.

    Certain forward-looking information in this news release may also constitute “financial outlook” within the meaning of applicable securities legislation. Financial outlook involves statements about Valeura’s prospective financial performance or position and is based on and subject to the assumptions and risk factors described above in respect of forward-looking information generally as well as any other specific assumptions and risk factors in relation to such financial outlook noted in this news release. Such assumptions are based on management’s assessment of the relevant information currently available, and any financial outlook included in this news release is made as of the date hereof and provided for the purpose of helping readers understand Valeura’s current expectations and plans for the future. Readers are cautioned that reliance on any financial outlook may not be appropriate for other purposes or in other circumstances and that the risk factors described above or other factors may cause actual results to differ materially from any financial outlook.

    The forward-looking information contained in this news release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.

    This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, including where such offer would be unlawful. This news release is not for distribution or release, directly or indirectly, in or into the United States, Ireland, the Republic of South Africa or Japan or any other jurisdiction in which its publication or distribution would be unlawful.

    Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.

    This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

    The MIL Network –

    February 13, 2025
  • MIL-OSI: The Board of Directors of Siili Solutions Plc established a matching share plan for key employees and resolved on a new performance period for the performance share plan

    Source: GlobeNewswire (MIL-OSI)

    The Board of Directors of Siili Solutions Plc established a matching share plan for key employees and resolved on a new performance period for the performance share plan  

    Siili Solutions Plc Stock Exchange Release 13 February 2025 at 9:15 EET

    Matching Share Plan 2025–2027
                                                                                                                                                   
    The Board of Directors of Siili Solutions Plc has resolved to establish a Matching Share Plan directed to the key employees of the Group. The purpose of the plan is to commit the key employees to the company and to offer them a competitive incentive plan that is based on acquiring and accumulating Siili Solutions shares as well as to encourage them to personally invest in the company’s shares. The plan also aims to align the interests of the shareholders and the key employees to increase the value of the company in the long term.

    The Matching Share Plan 2025–2027 consists of one (1) matching period, which covers the years 2025–2027. The prerequisite for participation in the plan and receiving a reward is that a participant personally has acquired Siili Solutions shares within the limits set by the Board of Directors. Furthermore, payment of the reward is based on the participant’s valid employment or director contract upon reward payment. The potential rewards from the plan will be paid after the end of the matching period.

    The target group of the matching period 2025–2027 consists of approximately 30 key employees, including the CEO and members of the Management Team. As a reward for their commitment, Siili Solutions grants the participants a gross reward of two (2) matching shares for every three (3) shares committed to the plan. The rewards will be paid by the end of May 2028.

    Performance period 2025–2027 of the Performance Share Plan 2023–2027

    The Board of Directors of Siili Solutions Plc established the Performance Share Plan 2023–2027 for the key employees of the company in 2023. The Performance Share Plan 2023–2027 comprises three performance periods, covering the calendar years 2023–2025, 2024–2026 and 2025–2027. The key terms of the Performance Share Plan 2023–2027 were published in a stock exchange release on 24 January 2023.

    The Board of Directors of Siili Solutions has resolved on the target group, the amount of the possible rewards and the performance criteria for the performance period 2025–2027.

    During the performance period 2025–2027, the earning of rewards is based on the following performance criteria:

    • Revenue (EUR) in 2025 (weight 40%);
    • EBITA (EUR) in 2025 (weight 60%);
    • Development of shareholder value (TSR) in 2025–2027.

    The target group of the Performance Share Plan during the performance period 2025–2027 consists of approximately 45 key employees, including the Group’s CEO and Management Team. The rewards will be paid by the end of May 2028.

    General

    The rewards to be paid based on the Matching Share Plan 2025-2027 and Performance Share Plan’s performance period 2025-2027 correspond to the value of approximately 160,000 Siili Solutions Plc shares in maximum total, also including the portion to be paid in cash.

    The rewards of the Matching Share Plan and the Performance Share Plan will be paid partly in Siili Solutions Plc shares and partly in cash. The cash proportions of the rewards are intended to cover taxes and social security contributions arising from the rewards to the participants. In general, no reward is paid if the participant’s employment or director contract terminates during the performance period or the matching period.

    A member of the Management Team is obliged to hold all the net shares paid to them under the new plans until the value of their total shareholding in the company corresponds to half of their annual salary. Such number of shares must be held as long as the membership in the Management Team continues.

    Further information

    CEO Tomi Pienimäki
    Phone: +358 (0)40 834 1399, email: tomi.pienimaki(at)siili.com

    CFO Aleksi Kankainen
    Phone: +358 (0)40 534 2709, email: aleksi.kankainen(at)siili.com

    Distribution

    Nasdaq Helsinki Ltd

    Main media

    www.siili.com/en


    Siili Solutions in brief
    Siili Solutions Plc is a forerunner in AI-powered digital development. Siili is the go-to partner for clients seeking growth, efficiency and competitive advantage through digital transformation. Our main markets are Finland, the Netherlands, the United Kingdom, and Germany. Siili Solutions Plc’s shares are listed on the Nasdaq Helsinki Stock Exchange. Siili has grown profitably since its founding in 2005. www.siili.com/en

    The MIL Network –

    February 13, 2025
  • MIL-OSI: Flow Traders 4Q and FY 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Flow Traders 4Q and FY 2024 Results

    Amsterdam, the Netherlands – Flow Traders Ltd. (Euronext: FLOW) announces its unaudited 4Q and FY 2024 results.

    Flow Traders posts record fourth quarter results and the second-best fiscal year results in its 20-year history with €159.0m and €479.3m in Total Income, respectively. The company also ends 2024 with record levels of Trading Capital and Shareholders’ Equity at €775m and €766m, respectively.

    Financial Highlights

    4Q 2024

    • Flow Traders recorded Net Trading Income of €153.8m and Total Income of €159.0m in 4Q24, increases of 112% and 114% when compared to the €72.7m and €74.3m in 4Q23, respectively.
    • Flow Traders’ ETP Value Traded increased by 13% in 4Q24 to €424m from €376m in 4Q23.
    • Fixed Operating Expenses were €45.3m in the quarter, an increase of 12% when compared to the €40.4m in 4Q23, due mostly to increased employee and technology expenses and an abnormally low 4Q23 given timing of expenses.
    • Total Operating Expenses were €76.8m in 4Q24, an increase of 23% when compared to the €62.5m in 4Q23, due mostly to higher variable employee compensation expenses.
    • EBITDA was €82.1m in the quarter, an almost seven-fold increase when compared to the €11.8m in 4Q23. EBITDA margin was 52% in 4Q24 vs. 16% in 4Q23.
    • Net Profit came in at €63.2m in 4Q24, yielding a basic EPS of €1.47 and diluted EPS of €1.42, an almost ten-fold increase compared to a Net Profit of €6.4m, basic EPS of €0.15, and diluted EPS of €0.14 in 4Q23.
    • Flow Traders employed 609 FTEs at the end of 4Q24, compared to 605 at the end of 3Q24 and 613 at the end of 4Q23 (see note 1).

    FY 2024

    • For full year 2024, Net Trading Income totaled €467.8m and Total Income was €479.3m, increases of 56% and 58% when compared to €300.3m and €303.9m in FY 2023, respectively.
    • Flow Traders’ ETP Value Traded increased by 5% in FY 2024 to €1,545b from €1,465b in FY 2023.
    • Fixed Operating Expenses for the year totaled €179.1m, an increase of 3% from €174.1m in FY 2023, which is in-line with guidance.
    • Total Operating Expenses for the year was €264.4m, an increase of 12% from €236.3m in FY 2023, due mostly to higher variable employee compensation expenses.
    • EBITDA for the year was €214.9m, up 218% compared to €67.5m in FY2023. EBITDA margin was 45% in FY 2024 vs. 22% in FY 2023.
    • Total Net Profit for the year totaled €159.5m with basic EPS of €3.69 and diluted EPS of €3.56, a more than four-fold increase compared to €36.2m, €0.84 and €0.81 in FY 2023, respectively.

    Trading Capital and Shareholders’ Equity

    • Trading capital stood at €775m at the end of 4Q24 and FY 2024, an increase of 16% compared to €668m at the end of 3Q24 and 33% compared to €584m at the end of 4Q23 and FY 2023.
    • Return on average trading capital2 was 69% in 4Q24 and FY 2024, compared to 49% in 4Q23 and FY 2023. With the accelerating growth of trading capital following the Capital Expansion Plan announced in July 2024, trading returns will be calculated as LTM NTI / Average Trading Capital going forward.
    • Shareholders’ equity was €766m at the end of 4Q24 and FY 2024, an increase of 15% compared to €666m at the end of 3Q24 and 31% compared to €586m at the end of 4Q23 and FY 2023.
    • Flow Traders generated a Return on Equity of 24% in FY 2024, compared to 6% in FY 2023.

    Financial Overview

    €million 4Q24 4Q23 Change FY2024 FY2023 Change
    Net trading income 153.8 72.7 112% 467.8 300.3 56%
    Other income 5.1 1.6   11.5 3.6  
    Total income 159.0 74.3 114% 479.3 303.9 58%
    Revenue by region3            
    Europe 86.9 42.6 104% 274.1 167.8 63%
    Americas 18.2 18.1 1% 93.6 82.1 14%
    Asia 53.8 13.6 295% 111.5 53.9 107%
    Employee expenses            
    Fixed employee expenses 20.2 17.5 15% 81.6 76.0 7%
    Variable employee expenses 31.5 22.1 43% 85.3 57.9 47%
    Technology expenses 16.9 15.3 10% 66.6 64.4 3%
    Other expenses 8.2 7.6 8% 30.9 33.7 (8%)
    One-off expenses4 – –   0.0 4.3 (100%)
    Total operating expenses 76.8 62.5 23% 264.4 236.3 12%
    EBITDA 82.1 11.8 597% 214.9 67.5 218%
    Interest Expense 0.5 –   1.1 0.0  
    Depreciation & amortisation 4.6 4.2 9% 17.4 18.4 (5%)
    Profit/(loss) on equity-accounted investments (0.1) (0.1) 5% (2.0) (4.5) (55%)
    Profit before tax 76.9 7.4 935% 194.4 44.7 335%
    Tax expense 13.7 1.0 1230% 34.8 8.5 310%
    Net profit 63.2 6.4 888% 159.5 36.2 341%
    Basic EPS5 (€) 1.47 0.15   3.69 0.84  
    Fully diluted EPS6 (€) 1.42 0.14   3.56 0.81  
    EBITDA margin 52% 16%   45% 22%  

    Revenue by Region

    €million 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24
    Europe 58.5 33.1 33.6 42.6 68.4 48.6 70.2 86.9
    Americas 32.8 9.3 22.0 18.1 41.3 13.4 20.8 18.2
    Asia 19.2 9.0 12.1 13.6 19.9 14.2 23.6 53.8

    Value Traded Overview

    €billion 4Q24 4Q23 Change FY2024 FY2023 Change
    Flow Traders ETP Value Traded 424 376 13% 1,545 1,465 5%
    Europe 195 151 29% 655 619 6%
    Americas 193 203 (5%) 776 754 3%
    Asia 36 22 65% 114 93 22%
    Flow Traders non-ETP Value Traded 1,233 1,074 15% 4,703 4,115 14%
    Flow Traders Value Traded 1,657 1,450 14% 6,248 5,580 12%
    Equity 809 762 6% 3,217 3,009 7%
    FICC 783 641 22% 2,817 2,396 18%
    Other 64 48 33% 214 176 22%
    Market ETP Value Traded7 13,192 11,714 13% 47,933 43,081 11%
    Europe 728 557 31% 2,518 2,039 24%
    Americas 9,954 9,877 1% 38,545 35,874 7%
    Asia 2,510 1,280 96% 6,871 5,168 33%
    Asia ex China 582 383 52% 2,020 1,578 28%

    Trading Capital

      1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24
    Trading Capital (€m) 647 574 585 584 609 624 668 775
    Return on Avg Trading Capital2 67% 65% 56% 49% 50% 58% 62% 69%
    Average VIX8 21.0 16.7 15.1 15.4 13.9 14.2 17.1 17.3

    Market Environment

    Europe

    Equity trading volumes in the quarter across major exchanges saw double-digit percentage point improvements when compared to the same period a year ago and single-digit improvements when compared to last quarter. Market volatility increased by single-digits compared to both the same period a year ago and last quarter.

    Fixed Income trading volumes on MTFs saw low double-digit percentage point improvements compared to the same period a year ago and single-digit improvements compared to last quarter.

    Americas

    Equity trading volumes in the U.S. saw single-digit percentage point improvements when compared to both the same period a year ago and last quarter. Market volatility increased slightly when compared to the same period a year ago and was flat compared to last quarter.

    Fixed Income trading volumes in the U.S. were mixed across the various trading venues but were in general better when compared to the same period a year ago but weaker compared to last quarter. Volatility declined when compared to the same period a year ago and was relatively flat when compared to last quarter.

    Asia

    Equity trading volumes in Asia were mixed as Hong Kong and China saw significant increases while Japan experienced declines both when compared to the same period a year ago as well as last quarter. Market volatility, for the most part, increased across all the regions both year-on-year and quarter-on-quarter, with the exception being Japan, where it declined compared to last quarter.

    Digital Assets

    Within Digital Assets, which trades across regions on a 24/7 basis, trading volumes increased significantly both compared to the same period a year ago and last quarter. Volatility increased slightly both year-on-year and quarter-on-quarter.

    Trading Capital Expansion Plan

    In recent years, Flow Traders has successfully diversified its core trading model across different asset classes and geographies, which resulted in increased optionality for the business. The company sees a range of emerging opportunities to accelerate growth by systematically expanding its trading capital base.

    With the 2Q 2024 results, the company announced the suspension of the dividend and bank term loan as the initial steps in boosting the firm’s trading capital. The bank loan and strong net profit generation boosted trading capital by €191m over the course of the year and immediately helped increase the capacity of the firm to capture more of the opportunities that arose during the year given the increased volatility and dislocations across different asset classes and regions around the world. Given the success of the Trading Capital Expansion Plan thus far, the firm will continue to pursue the most strategic debt financing options to further support its growth.

    Treasury Shares

    As a result of the second-best year in company history, portions of the previously repurchased shares from the €25m share buyback program conducted in July 2022 will be reallocated to employee incentive plans.

    Outlook

    Fixed operating expenses for FY 2025 are expected to be in the range of €190-210m given additional technology investments and targeted additions of subject matter experts in growth areas, partially offset by expected operational efficiency gains.

    CEO Statement

    Mike Kuehnel, CEO
    “Flow Traders closed out 2024 with a record fourth quarter and the second-best year in the company’s 20-year history. Following the strategic decision to accelerate the expansion of our trading capital base last July, the additional capital has enabled us to capture additional opportunities and leverage dislocations in the market during a period of heightened volatility across different regions and asset classes. Following one of the calmest markets in recent memory in 2023, we were able to achieve a 69% return on average trading capital in 2024. This demonstrates the robustness and coverage of our trading strategies and is a result of the company’s growth and diversification strategy.

    In the fourth quarter, market trading volumes and volatility increased meaningfully across Europe and Asia, and within equity and digital assets. We were able to capitalize on this increased activity given the significant multi-year investments in talent and technology that we made in Asia and digital assets. Additionally, our partnerships with emerging financial infrastructure providers, such as the Börse Stuttgart Digital and Wormhole partnerships in the digital assets space and OpenYield in the fixed income space, will allow the company to further participate in and shape the future of financial markets.

    As digital assets continue to gain acceptance by governments and institutions around the world, we believe Flow Traders has a pivotal role to play given our strong capabilities in both traditional finance and digital assets ecosystems. With our unique distribution network, technology and pricing capabilities, we aim to be an important bridge by connecting various stakeholders to bring the 24/7 trading currently available in digital assets to the traditional financial landscape. Our partnership with DWS and Galaxy in AllUnity is one example of a platform which we believe could be pivotal in achieving this transition.

    Looking forward to 2025, we will continue to invest in the expansion of our trading capabilities and increasing sophistication, with tailored investments in technology and additional talent given the attractive opportunities in front of us. Opportunities which would otherwise not be possible without the accelerated growth of our trading capital base as a result of our trading capital expansion plan. To offset some of the additional investments, we stay fully committed to the streamlining and automation work to systematically improve efficiency and strengthen our core operations as the firm continues to grow and scale.”

    Preliminary Financial Calendar

    24 April 2025                1Q25 Trading Update

    Analyst Conference Call and Webcast

    The 4Q24 results analyst conference call will be held at 10:00 am CET on Thursday 13 February 2025. The presentation can be downloaded at https://www.flowtraders.com/investors/results-centre and the conference call can be followed via a listen-only audio webcast. A replay of the conference call will be available on the company website for at least 90 days.

    Contact Details

    Flow Traders Ltd.

    Investors
    Eric Pan
    Phone:         +31 20 7996799
    Email:        investor.relations@flowtraders.com

    Media
    Laura Peijs
    Phone:         +31 20 7996799
    Email:        press@flowtraders.com

    About Flow Traders

    Flow Traders is a leading trading firm providing liquidity in multiple asset classes, covering all major exchanges. Founded in 2004, Flow Traders is a leading global ETP market marker and has leveraged its expertise in trading ETPs to expand into fixed income, commodities, digital assets and FX. Flow Traders’ role in financial markets is to ensure the availability of liquidity and enabling investors to continue to buy or sell financial instruments under all market circumstances, thereby ensuring markets remain resilient and continue to function in an orderly manner. In addition to its trading activities, Flow Traders has established a strategic investment unit focused on fostering market innovation and aligned with our mission to bring greater transparency and efficiency to the financial ecosystem. With nearly two decades of experience, we have built a team of over 600 talented professionals, located globally, contributing to the firm’s entrepreneurial culture and delivering the company’s mission.

    Notes

    1. Figures restated to include only active employees and exclude those on garden leave per CSRD definition.
    2. Return on trading capital defined as LTM NTI divided by the average of the prior and current end of period trading capital.
    3. Revenue by region includes NTI, Other Income, and inter-company revenue.
    4. One-off expenses related to the completed corporate holding structure update and capital structure review work.
    5. Weighted average shares outstanding: 4Q24 – 43,066,302; 3Q24 – 43,095,744; 4Q23 – 43,166,257.
    6. Determined by adjusting the basic EPS for the effects of all dilutive share-based payments to employees.
    7. Source – Flow Traders analysis.
    8. Starting in 3Q24, average VIX is calculated as the average of VIX daily closing prices.

    Important Legal Information

    This press release is prepared by Flow Traders Ltd. and is for information purposes only. It is not a recommendation to engage in investment activities and you must not rely on the content of this document when making any investment decisions. The information in this document does not constitute legal, tax, or investment advice and is not to be regarded as investor marketing or marketing of any security or financial instrument, or as an offer to buy or sell, or as a solicitation of any offer to buy or sell, securities or financial instruments.

    The information and materials contained in this press release are provided ‘as is’ and Flow Traders Ltd. or any of its affiliates (“Flow Traders”) do not warrant the accuracy, adequacy or completeness of the information and materials and expressly disclaim liability for any errors or omissions. This press release is not intended to be, and shall not constitute in any way a binding or legal agreement, or impose any legal obligation on Flow Traders. All intellectual property rights, including trademarks, are those of their respective owners. All rights reserved. All proprietary rights and interest in or connected with this publication shall vest in Flow Traders. No part of it may be redistributed or reproduced without the prior written permission of Flow Traders.

    This press release may include forward-looking statements, which are based on Flow Traders’ current expectations and projections about future events, and are not guarantees of future performance. Forward looking statements are statements that are not historical facts, including statements about our beliefs and expectations. Words such as “may”, “will”, “would”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “project”, “believe”, “could”, “hope”, “seek”, “plan”, “foresee”, “aim”, “objective”, “potential”, “goal” “strategy”, “target”, “continue” and similar expressions or their negatives are used to identify these forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of Flow Traders. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Accordingly, no undue reliance should be placed on any forward-looking statements. Forward-looking statements speak only as at the date at which they are made. Flow Traders expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this press release to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.

    Financial objectives are internal objectives of Flow Traders to measure its operational performance and should not be read as indicating that Flow Traders is targeting such metrics for any particular fiscal year. Flow Traders’ ability to achieve these financial objectives is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Flow Traders’ control, and upon assumptions with respect to future business decisions that are subject to change. As a result, Flow Traders’ actual results may vary from these financial objectives, and those variations may be material.

    Efficiencies are net, before tax and on a run-rate basis, i.e. taking into account the full-year impact of any measure to be undertaken before the end of the period mentioned. The expected operating efficiencies and cost savings were prepared on the basis of a number of assumptions, projections and estimates, many of which depend on factors that are beyond Flow Traders’ control. These assumptions, projections and estimates are inherently subject to significant uncertainties and actual results may differ, perhaps materially, from those projected. Flow Traders cannot provide any assurance that these assumptions are correct and that these projections and estimates will reflect Flow Traders’ actual results of operations.

    By accepting this document you agree to the terms set out above. If you do not agree with the terms set out above please notify legal.amsterdam@nl.flowtraders.com immediately and delete or destroy this document.

    All results published in this release are unaudited.

    Market Abuse Regulation

    This press release contains information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

    Attachment

    • 4Q24 Results Press Release

    The MIL Network –

    February 13, 2025
  • MIL-OSI: Siili Solutions Plc, Financial statements bulletin, 1 January–31 December 2024 (unaudited)

    Source: GlobeNewswire (MIL-OSI)

    Siili Solutions Plc, Financial statements bulletin, 1 January–31 December 2024 (unaudited)

    YEAR 2024 FOR SIILI: Profitability affected by declined revenue, successful launch of the new data and AI focused strategy 

    Siili Solutions Plc Financial statements bulletin 13 February 2025 at 9:00 am (EET)

    In 2024 we clarified our new strategy and successfully launched its implementation. We focused on strengthening our competitiveness and securing profitability in a continuously challenging market situation. However, the challenging market situation affected negatively on Siili’s revenue and growth both domestically and internationally.

    July-December 2024

    • Siili published its new strategy in August
    • Siili signed an agreement to purchase majority stake of the Finnish Integrations Group Oy
    • Siili appointed Maria Niiniharju as Siili’s VP, Private Business and member of Siili’s management team
    • Revenue for the second half of the year was EUR 52,713 (57,414) thousand, representing decline of 8.2% year on year
    • Adjusted EBITA for the second half of the year was EUR 2,100 (3,732) thousand, which corresponds to 4.0% (6.5%) of revenue

    January-December 2024

    • We focused on streamlining our organization and creation of our new strategy
    • We strengthened data and AI expertise through training and recruitment
    • We achieved 10th place in the Young Professional A raction Index survey by Academic Work
    • Full-year revenue amounted EUR 111,899 (122,702) thousand, representing decline of 8.8% year on year
    • Adjusted EBITA was EUR 5,409 (8,742) thousand, which corresponds to 4.8% (7.1%) of revenue
      H2/2024 H2/2023 2024 2023 Q4/2024 Q4/2023
    Revenue, EUR 1,000 52,713 57,414 111,899 122,702 28,589 30,365
    Revenue growth, % -8.2% -3.4% -8.8% 3.7% -5.9% -6.7%
    Organic revenue growth, % -8.2% -5.5% -8.8% 0.1% -5.9% -6.7%
    Share of international revenue, % 30.2% 27.7% 29.0% 26.7% 28.8% 25.8%
    Adjusted EBITA, EUR 1,000 2,100 3,732 5,409 8,742 1,403 2,471
    Adjusted EBITA, % of revenue 4.0% 6.5% 4.8% 7.1% 4.9% 8.1%
    EBITA, EUR 1,000 2,058 3,399 4,752 8,409 1,361 2,138
    EBIT, EUR 1,000 1,482 2,763 3,592 6,909 1,075 1,844
    Earnings per share, EUR 0.20 0.18 0.43 0.61 0.18 0.14
    Number of employees at the end of the period 942 1,007 942 1,007 942 1,007
    Average number of employees during the period 954 1,034 975 1,026 944 1,030
    Total full-time employees and subcontractors (FTE)
    at the end of the period
    1,033 1,091 1,033 1,091 1,033 1,091

    Outlook for 2025 and financial goals for 2025-2028

    Revenue for 2025 is expected to be EUR 108-130 million and adjusted EBITA EUR 4.7-7.7 million.

    On 26 November 2024, the company announced the financial goals for the years 2025–2028 as follows:

    • Annual revenue growth of 20 percent, of which organic growth accounts for about half.
    • Adjusted EBITA 12 percent of revenue.
    • The aim is to keep the ratio of net debt-to-EBITDA below two.
    • The aim is to pay a dividend corresponding to 30–70 percent of net profit annually.

    CEO TOMI PIENIMÄKI:

    2024 was another challenging year from a market perspective, both for Siili and the entire IT service sector. During the year, we focused on crystallising our strategy and creating a foundation for stronger competitiveness and profitability.

    The market situation affected both Siili’s revenue and the rate of growth both domestically and internationally. Full-year revenue amounted to approximately EUR 112 million, representing a decline of 9% year on year. The share of international operations in the Group’s revenue continued to increase and rose from the previous year’s level of 27% to 29% in 2024.

    The slowdown in growth also weighed on profitability. Adjusted EBITA for the year was EUR 5.4 million, which corresponds to about 5% of revenue. This year, we aim to improve Siili’s profitability by focusing on operational efficiency and growth with focus on the Data and AI business.

    Despite the challenges of the operating environment, last year was, however, successful for Siili in many ways. During the first half of the year, we focused on designing our new strategy and streamlining the organisation. We also launched a three-level training programme in artificial intelligence for our consultants and continued to strengthen the data and AI expertise of the Siili team through both training and recruitment throughout the year.

    Our new strategy has been well received

    In the new strategy published in August, we placed data and artificial intelligence at the core of the strategy. Our objective is to be a pioneer in the AI transition as a developer of generative AI solutions and as an AI partner that reinforces its customers’ competitiveness.

    We have now three strategic priorities that strengthen our position as a leader in leveraging AI:

    • Significant growth in Data and AI business
    • Pioneer in AI-powered digital development
    • Community of top talent

    Our updated strategy and our promise “Impact driven, AI powered” have been well received in the markets. During the year, we were selected as a partner for several AI and data projects in line with our strategy. Towards the end of the year, we had many successful openings consistent with the strategy in projects dealing with, for example, AI strategies, training, and implementation. We will continue to focus on expanding our business with strategic customers and building long-standing partnerships.

    We focus on improving our profitability

    We continue to improve our operational efficiency. We will focus in particular on capacity and utilization management, cost efficiency, offer development and pricing optimization. Improving profitability is progressing according to plan in stages. We have made a concrete action plan to improve our efficiency and profitability and we will implement it with determination and monitor its progress.

    Last year, we also started to develop our operating models towards more data-driven decision-making and better forecasting. In addition, we are strongly investing in the implementation of a new management model that increases efficiency, recruitments that support the strategy and optimization of subcontracting. We strive to seek profitable growth in growth areas in line with the strategy, while firmly protecting profitability in more challenging market segments.

    We are strengthening our community of top talent

    At the beginning of November, we strengthened the data and AI expertise of the management team when Maria Niiniharju took up the position as the leader of Siili’s Private Business and became a new member of Siili’s management team. In accordance with our strategy, we also expanded our competence through recruitment of data and AI experts, who we have now 43% more compared to previous year. Towards the end of the year, we strengthened our integration expertise by signing an agreement to purchase a majority stake in Integrations Group Oy. With Integrations Group, we will be a stronger partner for our customers in various demanding AI and data integration projects.

    We aim to be the best community for digital development professionals, and we continued to develop our culture and leadership further last year. Our efforts to develop Siili’s community were recognized in autumn when Siili achieved 10th place in the Young Professional Attraction Index survey by Academic Work.

    In 2025, we will celebrate Siili’s 20th anniversary. With two decades of innovation and growth under our belt, this is a good time to continue Siili’s journey by focusing on the implementation of the strategy and the improvement of profitability during the year. Although we cannot see immediate signs of an improvement in market conditions, our successes in 2024 have proven the performance of our strategy. I want to extend my thanks to the entire Siili team and our customers for the past year. I am looking forward to the opportunity to build new and innovative solutions at the cutting edge of the AI transition.

    RISKS AND UNCERTAINTY FACTORS

    Siili is exposed to various risk factors related to its operational activities and business environment. The realisation of risks may have an unfavourable effect on Siili’s business, financial position or company value. The most significant risks related to Siili’s operations are described below, along with other known risks that may become significant in the future. In addition, there are risks that Siili is not necessarily aware of and which may become significant.

    • The loss of one or more key clients, a considerable decrease in purchases, financial difficulties experienced by clients or a change in a client’s strategy with regard to the procurement of IT services could have a negative effect on the company.
    • Failure to achieve recruitment goals in terms of both quality and quantity, and failure to match supply to customer demand in a timely manner.
    • Probability and adverse effects of the realisation of the aforementioned risks are more likely in an uncertain economic environment.
    • Failure in pricing, planning, implementation and improving cost efficiency of customer projects.
    • Loss of the contribution of key personnel or deterioration of the employer’s reputation.
    • Realisation of information security risks, for example, as a result of data breach and/or human error by an employee.

    General negative or weakened economic development and the resulting uncertainty in the clients’ operating environment. The general economic cycle and changes in the clients’ operating environment can have negative effects through slowing down, postponing or cancelling decision-making on IT investments.

    Russia’s war of aggression against Ukraine has not had and is not expected have a direct impact on Siili’s business. However, the general uncertainty and inflation in 2024 continued to affect in particular our clients’ investment decisions, thereby also weighing on Siili’s business. Slow recovery of the economy is expected to continue to affect Siili’s business and growth opportunities also in the current financial year. According to management observations and estimates, the impacts of the market environment in the financial year 2024 were moderate, and they are expected to reduce in 2025. We prepare for these effects by taking care of customer satisfaction and cost efficiency.

    EVENTS AFTER THE END OF THE FINANCIAL YEAR

    Acquisition of Integrations Group Oy

    On 18 November 2024, Siili Solutions Plc announced it had signed an agreement to purchase a stake of 51% of the shares in the Finnish company Integrations Group Oy. The transaction in Integrations Group Oy shares was completed on 2 January 2025. Siili is committed to purchasing the remaining 49% of shares in Integrations Group Oy over the coming years in parts as detailed in the shareholders’ agreement; hence, Integrations Group Oy is consolidated 100% in the Siili Group as of 2 January 2025.

    Integrations Group Oy is a company specialising in integration implementations and services, based in Espoo and Tampere. The company’s unaudited revenue for the financial year 2024 was EUR 2.2 million, and its operating profit amounted to EUR 0.3 million. The company has 13 employees. Integrations Group Oy will continue to operate as a stand-alone company under its own brand.

    The acquisition of the majority stake in Integrations Group executes on Siili’s strategic objective to expand its business in the growing data and generative AI market.

    The acquisition does not have a material effect on the Siili Group’s revenue, adjusted EBITA or balance sheet values. The company will prepare an acquisition cost calculation under IFRS 3 during the first year-half.

    DIVIDEND PROPOSAL

    In line with the dividend policy approved by its Board of Directors, Siili seeks to distribute 30–70% of its profit for the period to shareholders. In addition, an additional profit distribution can be made.

    On 31 December 2024, the distributable assets of the parent company of Siili Solutions Plc amounted to EUR 35,291,522.61, including the profit for the period EUR 1,629,162.50. The Board of Directors proposes to the Annual General Meeting 2025 that a dividend of EUR 0.18 per share be paid for the financial year 2024. According to the proposal, a total dividend of EUR 1,460,215.62 would be paid. The proposed dividend represents approximately 42% of the Group’s profit for the financial year.

    No significant changes have taken place in Siili’s financial position since the end of the financial year. The company has a good level of liquidity, and the Board believes that the proposed dividend will not pose a risk to liquidity.

    FINANCIAL CALENDAR FOR 2025

    Siili will hold a results announcement event for analysts, portfolio managers and the media on 13 February 2025 at 1:00 p.m. The presentation materials will be published on the company website after the event.

    • The Annual Report 2024 will be published in electronic format on the company website on 14 March 2025.
    • The Annual General Meeting will be held on 8 April 2025.
    • The business review for 1 January–31 March 2025 will be published on 22 April 2025.
    • The half-year report for 1 January–30 June 2025 will be published on 12 August 2025.
    • The business review for 1 January–30 September 2025 will be published on 21 October 2025.

    Helsinki, 13 February 2025

    Board of Directors, Siili Solutions Plc

    FURTHER INFORMATION:

    CEO Tomi Pienimäki

    tel. +358 40 834 1399

    CFO Aleksi Kankainen

    tel. +358 40 534 2709

    SIILI SOLUTIONS IN BRIEF:

    Siili Solutions Plc is a unique combination of a digital agency and a technology powerhouse. We believe in human-centricity in everything we deliver. Siili is the go-to partner for clients seeking growth, efficiency and competitive advantage through digital transformation. Siili has offices in Finland, Germany, Poland, Hungary, Netherlands, United Kingdom, Austria and USA. Siili Solutions Plc shares are listed on Nasdaq Helsinki Ltd. Siili has grown profitably since it was founded in 2005. / www.siili.com

    Attachment

    • Siili Solutions Plc Financial Statements Bulletin 2024 (unaudited)

    The MIL Network –

    February 13, 2025
  • MIL-OSI: Euronet Reports Record Results Across All Financial Metrics For The Fourth Quarter And Full Year 2024

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

    Segment and Other Results

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     

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

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

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

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

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

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

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

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

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

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

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

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

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

    The MIL Network –

    February 13, 2025
  • MIL-OSI China: China’s tax cuts boost high-tech, manufacturing growth in 2024

    Source: China State Council Information Office

    China’s main policies supporting sci-tech innovation and the development of the manufacturing industry saw tax cuts, fee reductions and tax refunds totaling 2.63 trillion yuan (about 366.75 billion U.S. dollars) in 2024, official data showed on Wednesday.

    These policies accelerated the cultivation of new quality productive forces and promoted the high-quality development of the manufacturing industry, according to the State Taxation Administration.

    In 2024, the sales revenues of China’s high-tech sectors grew 9.6 percentage points faster than the overall national growth rate, reflecting the rapid development of innovative industries.

    The sales revenues of manufacturing enterprises in China grew 2.2 percentage points faster than the overall national growth rate.

    Specifically, the sales revenues of the equipment manufacturing, digital product manufacturing and high-tech manufacturing sectors rose 6.2 percent, 8.3 percent and 9 percent respectively, indicating the national manufacturing industry is advancing steadily toward high-end and intelligent development.

    MIL OSI China News –

    February 13, 2025
  • MIL-OSI USA: Barrasso Bill Ends Electric Vehicle Tax Credits

    US Senate News:

    Source: United States Senator for Wyoming John Barrasso

    WASHINGTON, D.C. – Today, U.S. Senator John Barrasso (R-Wyo.), Senate Majority Whip, introduced legislation to end the federal electric vehicle and charging stations tax credit. This legislation stops taxpayer money from subsidizing luxury electric vehicle for high-income individuals and corporations.

    The Eliminating Lavish Incentives to Electric (ELITE) Vehicles Act (S. 541) specifically repeals the $7,500 tax credit for new electric vehicles (EVs), eliminates the tax credit for purchasing used EVs, wipes out the federal investment tax credit for electric vehicle charging stations, and closes the “leasing loophole” that has allowed certain taxpayers and foreign entities to evade restrictions on EV incentives. It also stops China from exploiting loopholes and circumventing guardrails to access U.S. tax credits associated with electric vehicles.

    “The hard-earned money of taxpaying Americans should not cover the cost for the luxuries of the nation’s elite. Nor should we be allowing China to infiltrate our markets and undermine our supply chain,” said Senator Barrasso. “Repealing these reckless tax credits from the Biden administration once and for all will stop Washington from giving handouts to our adversaries and high-income individuals. Wyoming families should not foot the bill for expensive electric cars they don’t want and can’t afford.”

    “American taxpayers should not have to foot the bill for the Biden administration’s sweeping windfall for electric vehicles,” said Leader Thune. “I’m proud to join Sen. Barrasso in this effort to end the exorbitant tax burden that was placed on American households to fuel a reckless and unrealistic environmental agenda.”

    Co-sponsors of this legislation include Senate Majority Leader John Thune (R-S.D.), U.S. Senators James Lankford (R-Okla.), Cynthia Lummis (R-Wyo.), Kevin Cramer (R-N.D.), Tom Cotton (R-Ark.), Shelley Moore Capito (R-W.Va.), Tim Sheehy (R-Mont.), Pete Ricketts (R-Neb.), Joni Ernst (R-Iowa), Bill Cassidy (R-La.), Roger Marshall (R-Kans.), Thom Tillis (R-N.C.), John Hoeven (R-N.D.), and Rick Scott (R-Fla.).

    This legislation is supported by the American Fuel & Petrochemical Manufacturers, Americans for Prosperity, National Taxpayers Union, and Heritage Action.

    “The EV tax credit was always supposed to sunset, so Senator Barrasso is absolutely right to say, ‘enough is enough’ for taxpayers. After more than a decade of subsidies worth billions of dollars, it’s time for EVs to compete on a level playing field.” – Chet Thompson, President and CEO, American Fuel & Petrochemical Manufacturers (AFPM)

    “Americans are hurting after four years of failed energy policy under former President Joe Biden. The last thing American families and small businesses should be subsidizing is electric vehicles that few can afford. Now is the time for electric vehicles to compete in the open marketplace, responsive to the needs and desires of the consumer. Forcing electric vehicles on the American people has failed and costs domestic auto manufacturers billions, resulting in fewer affordable vehicle options and economic distortion. We applaud Senator Barrasso for reintroducing the Eliminate Lavish Incentives to Electric (ELITE) Vehicles Act to rid the marketplace of government cronyism and favoritism and we look forward to this legislation moving to the Floor.” – Brent Gardner, Chief Government Affairs Officer, Americans for Prosperity

    Full text of the legislation can be found here.

    MIL OSI USA News –

    February 13, 2025
  • MIL-OSI USA: Video: Kaine Delivers Remarks Slamming Republican Budget Bill Teeing Up Tax Cuts for the Wealthy

    US Senate News:

    Source: United States Senator for Virginia Tim Kaine

    BROADCAST-QUALITY VIDEO OF KAINE’S REMARKS IS AVAILABLE HERE.

    WASHINGTON, D.C. – Today, during a Senate Budget Committee hearing, U.S. Senator Tim Kaine (D-VA) slammed Republicans’ budget resolution that would tee up tax cuts for billionaires at the expense of middle-class Americans. Today, the Senate Budget Committee is beginning a legislative process known as “reconciliation,” which allows certain legislation to be expedited and passed in the Senate by a simple majority. Senate Republicans are using this process to pass their budget proposal in order to avoid having to meet the 60-vote threshold needed for most other legislation.

    “I view this exercise and this resolution as a Trojan horse,” said Kaine. “You do not need reconciliation to do defense, you do not need reconciliation border security. There’s a demonstrated track record in this body that both of those can be done in a bipartisan way. So what’s this bill about?”

    “This is an effort to dramatically cut spending on programs that affect everyday Virginians and everyday Americans,” Kaine continued. “Those dollars – combined with the tariffs that Donald Trump is laying on American families that will make everything more expensive – then go into a big pot that gets used to fund tax cuts for the wealthy.”

    President Donald Trump and Republicans in Congress are currently negotiating an extension to Trump’s 2017 tax law, which cut taxes for large corporations and the highest-income earners and substantially increased the federal deficit. They are now proposing broad-based tariffs and massive, across-the-board cuts to federal programs like Medicaid to fund these tax cuts for billionaires. Tax estimates have shown that if enacted, Trump’s tariffs could raise costs by $2,500 to nearly $4,000 per household, and American consumers could lose between $46 billion to $78 billion in spending power each year.

    MIL OSI USA News –

    February 13, 2025
  • MIL-OSI: Precision Drilling Announces 2024 Fourth Quarter and Year End Unaudited Financial Results

    Source: GlobeNewswire (MIL-OSI)

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

    Financial Highlights and 2025 Capital Allocation Plans

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

    Operational Highlights

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

    (1) See “FINANCIAL MEASURES AND RATIOS.”

    MANAGEMENT COMMENTARY

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

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

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

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

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

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

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

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

    (1) See “FINANCIAL MEASURES AND RATIOS.”

    SELECT FINANCIAL AND OPERATING INFORMATION
    Financial Highlights

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

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

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

    Drilling Activity

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

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

    Financial Position

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

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

    Summary for the three months ended December 31, 2024:

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

    Summary for the year ended December 31, 2024:

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

    STRATEGY

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

    Below we summarize the results of our 2024 strategic priorities:

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

    2025 Strategic Priorities

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

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

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

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

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

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

        Contracts

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

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


        SEGMENTED FINANCIAL RESULTS

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

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

        (1) See “FINANCIAL MEASURES AND RATIOS.”

        SEGMENT REVIEW OF CONTRACT DRILLING SERVICES

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

        (1) See “FINANCIAL MEASURES AND RATIOS.”

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

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

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

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

        SEGMENT REVIEW OF COMPLETION AND PRODUCTION SERVICES

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

        (1) See “FINANCIAL MEASURES AND RATIOS.”

        OTHER ITEMS

        Share-based Incentive Compensation Plans

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

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

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


        FINANCIAL MEASURES AND RATIOS

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

        The most directly comparable financial measure is net earnings.

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

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

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

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

        Net capital spending is calculated as follows:

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

        Working capital is calculated as follows:

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

        Total long-term financial liabilities is calculated as follows:

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

        CHANGE IN ACCOUNTING POLICY

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

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

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

      PARTNERSHIP

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

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

      CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

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

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

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

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

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

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

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

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

      CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

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

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

      CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET EARNINGS (UNAUDITED)

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


      CONDENSED
      INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

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


      CONDENSED
      INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

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


      CONDENSED
      INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

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


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

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

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

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

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

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

      About Precision

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

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

      Additional Information

      For further information, please contact:

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

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

      The MIL Network –

    February 13, 2025
  • MIL-OSI USA: Fact Sheet: President Donald J. Trump Establishes One Voice for America’s Foreign Relations

    US Senate News:

    Source: The White House
    A UNIFIED VOICE FOR AMERICA’S FOREIGN RELATIONS: Today, President Donald J. Trump signed an Executive Order establishing one clear, unified voice for America’s foreign relations.
    The Order reaffirms that all individuals involved in implementing the President’s foreign policy do so under his authority and direction.
    It reasserts the Secretary of State’s authority over Foreign Service Officers, Civil Service Officers, or other staff, under the supervision of the President.
    It directs the Secretary of State to reform the foreign service in areas such as recruiting, performance, evaluation, and retention standards to ensure only the most qualified and committed individuals represent American interests abroad.
    The Secretary of State is tasked with ensuring the faithful and effective implementation of the President’s foreign policy agenda, in accordance with applicable law.
    The Order empowers the Secretary of State to revise or replace the Foreign Affairs Manual and any other procedural documents that guide the operations of the foreign service.
    ALIGNING DIPLOMACY WITH AMERICA’S INTERESTS: President Trump is committed to safeguarding the integrity of U.S. foreign policy by ensuring that America’s interests are prioritized through a unified diplomatic voice, with related personnel held accountable to the President’s vision.
    This Executive Order reaffirms the constitutional authority of the President over foreign policy, duly ensuring that diplomatic actions align with President Trump’s directives.
    The personnel procedures of agencies charged with implementing the President’s foreign policy must provide an effective and efficient means for ensuring that officers and employees faithfully implement the President’s policies.
    The Order guarantees a strong and effective approach to international relations that always serves U.S. interests first.
    No longer will America be taken advantage of by foreign nations or by rogue actors who undermine our sovereignty or security.
    KEEPING HIS PROMISE TO PUT AMERICA FIRST: This Executive Order builds on bold actions already taken by President Trump and reinforces his promise to put America first in every aspect of foreign relations.   
    On Day One, President Trump signed an “America First Policy Directive” to the Secretary of State that declared that the United States’ foreign policy must always put the interests of America and its citizens first.
    President Trump was elected to achieve peace through strength and ensure foreign policy reflects U.S. values, sovereignty, and security.
    This Executive Order solidifies President Trump’s commitment to accountability and effectiveness in America’s diplomatic service.

    MIL OSI USA News –

    February 13, 2025
  • MIL-OSI: Oportun Reports Fourth Quarter and Full Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

    Raising full year 2025 expectations

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

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

    Fourth Quarter and Full Year 2024 Results

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

    Fourth Quarter 2024

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

    Full Year 2024

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

    Financial and Operating Results

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

    Operational Drivers

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

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

    Fourth Quarter 2024 Financial Results

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

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

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

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

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

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

    Full Year 2024 Financial Results

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

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

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

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

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

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

    Credit and Operating Metrics

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

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

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

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

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

    Other Products

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

    Funding and Liquidity

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

    Financial Outlook for First Quarter and Full Year 2025

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

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

    Chief Financial Officer & Chief Administration Officer Announces Retirement

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

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

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

    Conference Call

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

    About Non-GAAP Financial Measures

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

    About Oportun

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

    Forward-Looking Statements

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

    Contacts

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

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

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

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


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

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


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

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


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

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


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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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


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

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

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

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

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

    The MIL Network –

    February 13, 2025
  • MIL-OSI: Farmers & Merchants Bancorp, Inc. Reports 2024 Fourth-Quarter and Full-Year Financial Results

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    CRE Category

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

    * Numbers have been rounded

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

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

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

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

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

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

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

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

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

    The MIL Network –

    February 13, 2025
  • MIL-OSI: MKS Instruments Reports Fourth Quarter and Full-Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

    First Quarter 2025 Guidance

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

    Conference Call Details

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

    About MKS Instruments

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

    Use of Non-GAAP Financial Results

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

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

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

    Additional Financial Information

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

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

    SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    The MIL Network –

    February 13, 2025
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