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Category: Taxation

  • MIL-OSI Security: Two Pharmacists Convicted for Illegal Distribution of Oxycodone

    Source: Office of United States Attorneys

    Defendants Conspired to Fill Fake Prescriptions for Oxycodone Pills Written by a Doctor’s Receptionist and Distributed to Street Drug Dealers for Cash

    Earlier today, a federal jury in Brooklyn returned guilty verdicts against licensed pharmacists Yousef Ennab and Mohamed Hassan on all counts of a superseding indictment charging them with conspiracies to dispense and distribute oxycodone, as well as distribution and possession with intent to distribute oxycodone.  The verdict followed a three-week trial before United States District Judge Ann M. Donnelly.  When sentenced, the defendants each face up to 60 years in prison.

    John J. Durham, United States Attorney for the Eastern District of New York; Frank A. Tarentino III, Special Agent in Charge, Drug Enforcement Administration, New York Division (DEA); Naomi Gruchacz, Assistant Special Agent in Charge, U.S. Department of Health and Human Services, Office of Inspector General (HHS-OIG); Harry T. Chavis, Jr., Special Agent in Charge, Internal Revenue Service Criminal Investigation, New York (IRS-CI); Jessica S. Tisch, Commissioner, New York City Police Department (NYPD); Jocelyn E. Strauber, Commissioner, New York City Department of Investigation (DOI); and Dr. James V. McDonald, Commissioner, New York State Department of Health, announced the verdicts.

    “The defendants abused their access to oxycodone and violated the trust placed in them as pharmacists by illegally agreeing to supply drug dealers with tens of thousands of pills to sell on the streets of our district with zero regard for the immense harm this dangerously addictive narcotic has caused,” stated United States Attorney Durham.  “Pharmacists have a responsibility to prevent the illegal flow of drugs from their businesses, but these defendants only cared about lining their pockets with cash. With today’s verdict they will soon learn there is a reckoning for their criminal conduct that has contributed to the opioid epidemic.”

    United States Attorney Durham expressed sincere thanks to his team of prosecutors and paralegals and all of the law enforcement partners whose tireless efforts contributed to the convictions of these defendants and their co-conspirators. They include the Federal Bureau of Investigation, the Office of the New York State Comptroller, the New York Attorney General’s Medicaid Fraud Control Unit and the New York National Guard.

    “Today’s verdict against Yousef Ennab and Mohamed Hassan sends a strong message to anyone in the medical profession willing to betray their patients’ trust,” stated DEA New York Special Agent in Charge Tarentino.  “Pharmacists who abuse their license, a license to help and promote the health and safety of others, will be prosecuted to the fullest extent of the law.  This abuse is a breach of trust that not only undermines public confidence but also causes irreputable harm and erodes the foundation of integrity which the public relies on.  The DEA and our partners will continue to target those individuals who abuse their authority and profit from fueling the national opioid crisis.”  

    “The pharmacists convicted in this case chose to dispense illegally prescribed controlled substances to patients and accept cash kickbacks to do so, which is especially egregious given the ongoing opioid epidemic,” stated HHS-OIG Special Agent in Charge Gruchacz.  “HHS-OIG will continue to work with our law enforcement partners to ensure health care providers involved in schemes that threaten patient safety are held accountable.”

    “These two men used their positions as pharmacists to scheme and cheat the system, filling their pockets with the money of the vulnerable and addicted.  Yousef Ennab and Mohamed Hassan had little regard for the safety and well-being of their clients, and today a jury of their peers found them guilty of their criminal behavior.  This conviction was made possible with the collaborative efforts of our federal and local partners, and now both defendants will soon be faced with sentencing,” stated IRS-CI Special Agent in Charge Chavis.

    “Whether illegal drug transactions occur on a street corner or in brick-and-mortar pharmacies masquerading as legitimate businesses, the pushers are fueling addiction,” stated NYPD Commissioner Tisch.  “The numbers here are staggering—over 1.2 million pills exchanged with a street value of approximately $24 million.  While the full extent of the harm is unquantifiable, the guilty verdicts send a clear message that wherever you illegally distribute drugs, your operation will be shut down and you will go to jail.  I thank the investigators in the NYPD, in the U.S. Attorney’s Office, and across numerous law enforcement agencies for their joint effort to eradicate poison from our streets.”

    “The defendants’ criminal conduct, and that of their co-conspirators, flooded our city with 1.2 million pills of highly addictive oxycodone.  Their convictions make clear that DOI, the U.S. Attorney’s Office for the Eastern District of New York, and all of our partner law enforcement agencies involved in this investigation are committed to bringing to justice those responsible for the distribution of dangerous drugs.” stated DOI Commissioner Strauber.

    “The Department takes professional and medical misconduct very seriously, with the health and safety of New Yorkers and our communities being of utmost concern,” stated New York State Department of Health Commissioner McDonald.  “The State Department of Health’s Bureau of Narcotic Enforcement will continue to remain vigilant and collaborate with law enforcement agencies to protect the public health by combatting diversion and safeguarding the legitimate use of controlled substances in health care.”

    As proven at trial, Hassan and Ennab were licensed pharmacists who participated in a large-scale scheme using illegal medical prescriptions to obtain oxycodone for distribution on the streets of New York City.  Hassan held ownership stakes in more than a dozen pharmacies, where were located in Brooklyn, Queens and Staten Island and did business under the names Nile RX, Nile Ridge, Nile City, Sunset Corner, Prospect Care, Downtown RX and Forest Care, among others.  Ennab was the supervising pharmacist at Forest Care, one of Hassan’s pharmacies in Staten Island.

    The scheme relied on filling illegally issued prescriptions for 30-day supplies of oxycodone 30 mg that were written out of a Brooklyn medical practice operating as a pill mill, often for patients that the resident doctor at the practice had never examined.  Oxycodone 30 pills are high in strength and are prescribed to cancer patients, for instance.  In some cases, the prescriptions were for individuals whose identities had been stolen and were not patients of the practice.  The prescriptions were then filled at pharmacies controlled by Hassan, including the pharmacy where Ennab worked.  Hassan and Ennab conspired with other drug dealers to effect the distribution of the illegally obtained oxycodone.  One of the drug dealers picked up the oxycodone from the pharmacies in exchange for cash payments to Hassan and Ennab.  Hassan and other pharmacist co-conspirators also billed insurance companies for the pills even though they had no legitimate medical purpose. The trial evidence included video footage of Ennab taking a cash payment from one of the drug dealers, Michael Kent, while handing over multiple prescriptions for oxycodone for sham patients. In total, the scheme resulted in the illegal distribution of more than 1.2 million pills of oxycodone worth more than $36 million in retail street value.

    Six co-defendants, including Dr. Somsri Ratanaprasatporn, her receptionist Leticia Smith and pharmacists Bassam Amin and Omar Elsayed, previously pleaded guilty based on their involvement in the scheme and are awaiting sentencing.  A seventh co-defendant, Michael Kent, previously pleaded guilty and was sentenced to nine years’ incarceration.

    These convictions are part of an Organized Crime Drug Enforcement Task Forces (OCDETF) operation led by the U.S. Attorney’s Office and the DEA.  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.

    Assistant United States  Attorneys Laura Zuckerwise, Victor Zapana and Gilbert M. Rein are in charge of the prosecution with assistance from Paralegal Specialists Rachel Friedman and Nadya Osman.  Assistant United States Attorney Claire Kedeshian is handing forfeiture matters.  

    The Defendants:

    YOUSEF ENNAB
    Age:  27
    Brooklyn, New York

    MOHAMED HASSAN
    Age:  34
    Brooklyn, New York

    Co-Defendants Who Pleaded Guilty:

    LETICIA SMITH
    Age:  54
    Brooklyn, New York

    BASSAM AMIN
    Age: 69
    Brooklyn, New York

    OMAR ELSAYED
    Age:  28
    Hackensack, New Jersey

    YOUSEF ENNAB
    Age:  25
    Brooklyn, New York

    MICHAEL KENT
    Age:  49
    Brooklyn, New York

    ANTHONY MATHIS
    Age:  55
    New Windsor, New York

    Dr. SOMSRI RATANAPRASATPORN
    Age:  75
    Staten Island, New York

    RAYMOND WALKER
    Age:  70
    Brooklyn, New York

    E.D.N.Y. Docket No. 22-CR-464 (AMD)

    MIL Security OSI –

    February 13, 2025
  • MIL-OSI: Palomar Holdings, Inc. Reports Fourth Quarter & Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    LA JOLLA, Calif., Feb. 12, 2025 (GLOBE NEWSWIRE) — Palomar Holdings, Inc. (NASDAQ:PLMR) (“Palomar” or “Company”) reported net income of $35.0 million, or $1.29 per diluted share, for the fourth quarter of 2024 compared to net income of $25.9 million, or $1.02 per diluted share, for the fourth quarter of 2023. Adjusted net income(1) was $41.3 million, or $1.52 per diluted share, for the fourth quarter of 2024 as compared to $28.0 million, or $1.11 per diluted share, for the fourth quarter of 2023. 

    Fourth Quarter 2024 Highlights

    • Gross written premiums increased by 23.3% to $373.7 million compared to $303.2 million in the fourth quarter of 2023
    • Net income increased 35.0% to $35.0 million compared to $25.9 million in the fourth quarter of 2023
    • Adjusted net income(1) increased 47.5% to $41.3 million compared to $28.0 million in the fourth quarter of 2023
    • Total loss ratio of 25.7% compared to 19.1% in the fourth quarter of 2023
    • Combined ratio of 75.9% compared to 74.2% in the fourth quarter of 2023
    • Adjusted combined ratio(1) of 71.7% compared to 68.8%, in the fourth quarter of 2023
    • Annualized return on equity of 19.5% compared to 23.2% in the fourth quarter of 2023
    • Annualized adjusted return on equity(1) of 23.1% compared to 25.1% in the fourth quarter of 2023

    Full Year 2024 Highlights

    • Gross written premiums increased by 35.1% to $1.5 billion compared to $1.1 billion in 2023
    • Net income increased 48.4% to $117.6 million compared to $79.2 million in 2023
    • Adjusted net income(1) increased 42.8% to $133.5 million compared to $93.5 million in 2023
    • Total loss ratio of 26.4% compared to 21.0% in 2023
    • Combined ratio of 78.1% compared to 76.6% in 2023
    • Adjusted combined ratio(1) of 73.7% compared to 71.2% in 2023
    • Return on equity of 19.6% compared to 18.5% in 2023
    • Adjusted return on equity(1) of 22.2% compared to 21.9% in 2023

    (1)  See discussion of “Non-GAAP and Key Performance Indicators” below.

    Mac Armstrong, Chairman and Chief Executive Officer, commented, “Palomar’s stellar 2024 was capped off by an exceptional fourth quarter. During the quarter, we generated gross written premiums growth of 23%, 39% when excluding run-off business from our results, adjusted net income growth of 48%, inclusive of $8.1 million of catastrophe losses, and, importantly, an adjusted return on equity of 23%. When looking at the full year we not only generated record gross written premiums and adjusted net income, but we grew our top and bottom-line 35% and 43%, respectively. Additionally, throughout 2024 we made significant investments across the organization that we believe will sustain our earnings base and profitable growth trajectory.”  

    Mr. Armstrong continued, “Beyond the strong financial results of the fourth quarter and 2024, Palomar’s accomplishments were several and notable, highlighted by our AM Best upgrade and the acquisition of First Indemnity of America, our surety operation.  Furthermore, we accomplished a Palomar 2X fundamental strategic objective by doubling our adjusted underwriting income for the 2021 period in a three-year timeframe. We are energized by our prospects to continue this profitable growth in 2025 and thereafter.”  

    Underwriting Results

    Gross written premiums increased 23.3% to $373.7 million compared to $303.2 million in the fourth quarter of 2023, additionally net earned premiums increased 54.6% compared to the prior year’s fourth quarter. 

    Losses and loss adjustment expenses for the fourth quarter were $37.2 million, comprised of $29.1 million of attritional losses and $8.1 million of catastrophe losses primarily related to Hurricane Milton. The loss ratio for the quarter was 25.7%, comprised of an attritional loss ratio of 20.1% and a catastrophe loss ratio of 5.6%, compared to a loss ratio of 19.1% during the same period last year, all comprised of attritional losses.

    Underwriting income(1) for the fourth quarter was $34.9 million resulting in a combined ratio of 75.9% compared to underwriting income of $24.2 million resulting in a combined ratio of 74.2% during the same period last year. The Company’s adjusted underwriting income(1) was $41.0 million resulting in an adjusted combined ratio(1) of 71.7% in the fourth quarter compared to adjusted underwriting income(1) of $29.3 million and an adjusted combined ratio(1) of 68.8% during the same period last year.

    Investment Results
    Net investment income increased by 61.3% to $11.3 million compared to $7.0 million in the prior year’s fourth quarter. The increase was primarily due to higher yields on invested assets and a higher average balance of investments held during the three months ended December 31, 2024 due to cash generated from operations and proceeds from our August 2024 stock offering. The weighted average duration of the fixed-maturity investment portfolio, including cash equivalents, was 4.04 years at December 31, 2024. Cash and invested assets totaled $1.1 billion at December 31, 2024. During the fourth quarter, the Company recorded net realized and unrealized losses of $1.2 million related to its investment portfolio as compared to net realized and unrealized gains of $3.0 million in last year’s fourth quarter.

    Tax Rate
    The effective tax rate for the three months ended December 31, 2024 was 22.2% compared to 22.6% for the three months ended December 31, 2023. For the current quarter, the Company’s income tax rate differed from the statutory rate due primarily to the non-deductible executive compensation expense, offset by the permanent component of employee stock option exercises.

    Stockholders’ Equity and Returns
    Stockholders’ equity was $729.0 million at December 31, 2024, compared to $471.3 million at December 31, 2023. For the three months ended December 31, 2024, the Company’s annualized return on equity was 19.5% compared to 23.2% for the same period in the prior year while adjusted return on equity(1) was 23.1% compared to 25.1% for the same period in the prior year. 

    Full Year 2025 Outlook
    For the full year 2025, the Company expects to achieve adjusted net income of $180 million to $192 million. This includes an estimate of $8 million to $12 million of catastrophe losses for the year.

    Conference Call
    As previously announced, Palomar will host a conference call Thursday, February 13, 2025, to discuss its fourth quarter 2024 results at 12:00 p.m. (Eastern Time). The conference call can be accessed live by dialing 1-877-423-9813 or for international callers, 1-201-689-8573, and requesting to be joined to the Palomar Fourth Quarter 2024 Earnings Conference Call. A replay will be available starting at 4:00 p.m. (Eastern Time) on February 13, 2025, and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the replay is 13743970. The replay will be available until 11:59 p.m. (Eastern Time) on February 20, 2025.

    Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the investor relations section of the Company’s website at http://ir.palomarspecialty.com/. The online replay will remain available for a limited time beginning immediately following the call.

    About Palomar Holdings, Inc.
    Palomar Holdings, Inc. is the holding company of subsidiaries Palomar Specialty Insurance Company (“PSIC”), Palomar Specialty Reinsurance Company Bermuda Ltd. (“PSRE”), Palomar Insurance Agency, Inc. (“PIA”), Palomar Excess and Surplus Insurance Company (“PESIC”), Palomar Underwriters Exchange Organization, Inc (“PUEO”), Palomar Crop Insurance Services, Inc, and First Indemnity of America Insurance Company (acquired 1/1/2025). Palomar’s consolidated results also include Laulima Reciprocal Exchange, a variable interest entity for which the Company is the primary beneficiary. Palomar is an innovative specialty insurer serving residential and commercial clients in five product categories: Earthquake, Inland Marine and Other Property, Casualty, Fronting, and Crop. Palomar’s insurance subsidiaries, Palomar Specialty Insurance Company, Palomar Specialty Reinsurance Company Bermuda Ltd., and Palomar Excess and Surplus Insurance Company, have a financial strength rating of “A” (Excellent) from A.M. Best. 

    Non-GAAP and Key Performance Indicators

    Palomar discusses certain key performance indicators, described below, which provide useful information about the Company’s business and the operational factors underlying the Company’s financial performance.

    Underwriting revenue is a non-GAAP financial measure defined as total revenue, excluding net investment income and net realized and unrealized gains and losses on investments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of total revenue calculated in accordance with GAAP to underwriting revenue.

    Underwriting income is a non-GAAP financial measure defined as income before income taxes excluding net investment income, net realized and unrealized gains and losses on investments, and interest expense. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to underwriting income.

    Adjusted net income is a non-GAAP financial measure defined as net income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook, net of tax impact. The Company calculates the tax impact only on adjustments which would be included in calculating its income tax expense using the estimated tax rate at which the company received a deduction for these adjustments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income calculated in accordance with GAAP to adjusted net income.

    Annualized Return on equity is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

    Annualized adjusted return on equity is a non-GAAP financial measure defined as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of return on equity calculated using unadjusted GAAP numbers to adjusted return on equity.

    Loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses, to net earned premiums.

    Expense ratio, expressed as a percentage, is the ratio of acquisition and other underwriting expenses, net of commission and other income to net earned premiums.

    Combined ratio is defined as the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

    Adjusted combined ratio is a non-GAAP financial measure defined as the sum of the loss ratio and the expense ratio calculated excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio.

    Diluted adjusted earnings per share is a non-GAAP financial measure defined as adjusted net income divided by the weighted-average common shares outstanding for the period, reflecting the dilution which could occur if equity-based awards are converted into common share equivalents as calculated using the treasury stock method. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of diluted earnings per share calculated in accordance with GAAP to diluted adjusted earnings per share.

    Catastrophe loss ratio is a non-GAAP financial measure defined as the ratio of catastrophe losses to net earned premiums. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of loss ratio calculated using unadjusted GAAP numbers to catastrophe loss ratio.

    Adjusted combined ratio excluding catastrophe losses is a non-GAAP financial measure defined as adjusted combined ratio excluding the impact of catastrophe losses.  See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio excluding catastrophe losses.

    Adjusted underwriting income is a non-GAAP financial measure defined as underwriting income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to adjusted underwriting income.

    Tangible stockholders’ equity is a non-GAAP financial measure defined as stockholders’ equity less goodwill and intangible assets. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of stockholders’ equity calculated in accordance with GAAP to tangible stockholders’ equity.

    Safe Harbor Statement
    Palomar cautions you that statements contained in this press release may regard matters that are not historical facts but are forward-looking statements. These statements are based on the company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by Palomar that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business. The forward-looking statements are typically, but not always, identified through use of the words “believe,” “expect,” “enable,” “may,” “will,” “could,” “intends,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “potential,” “possible,” “should,” “continue,” and other words of similar meaning. Actual results could differ materially from the expectations contained in forward-looking statements as a result of several factors, including unexpected expenditures and costs, unexpected results or delays in development and regulatory review, regulatory approval requirements, the frequency and severity of adverse events and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the Company’s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

    Contact
    Media Inquiries 
    Lindsay Conner 
    1-551-206-6217 
    lconner@plmr.com 

    Investor Relations
    Jamie Lillis
    1-203-428-3223
    investors@plmr.com
    Source: Palomar Holdings, Inc.

    Summary of Operating Results:

    The following tables summarize the Company’s results for the three months and year ended December 31, 2024 and 2023:

      Three Months Ended                
      December 31,                
      2024   2023   Change   % Change
      ($ in thousands, except per share data)
    Gross written premiums $ 373,723     $ 303,152     $ 70,571       23.3 %
    Ceded written premiums   (204,492 )     (188,742 )     (15,750 )     8.3 %
    Net written premiums   169,231       114,410       54,821       47.9 %
    Net earned premiums   144,890       93,748       51,142       54.6 %
    Commission and other income   750       1,586       (836 )     (52.7 )%
    Total underwriting revenue (1)   145,640       95,334       50,306       52.8 %
    Losses and loss adjustment expenses   37,176       17,896       19,280       107.7 %
    Acquisition expenses, net of ceding commissions and fronting fees   40,585       29,005       11,580       39.9 %
    Other underwriting expenses   32,947       24,210       8,737       36.1 %
    Underwriting income (1)   34,932       24,223       10,709       44.2 %
    Interest expense   (87 )     (824 )     737       (89.4 )%
    Net investment income   11,318       7,015       4,303       61.3 %
    Net realized and unrealized (losses) gains on investments   (1,201 )     3,044       (4,245 )     (139.5 )%
    Income before income taxes   44,962       33,458       11,504       34.4 %
    Income tax expense   9,997       7,564       2,433       32.2 %
    Net income $ 34,965     $ 25,894     $ 9,071       35.0 %
    Adjustments:                              
    Net realized and unrealized losses (gains) on investments   1,201       (3,044 )     4,245       (139.5 )%
    Expenses associated with transactions   922       478       444       92.9 %
    Stock-based compensation expense   4,779       4,176       603       14.4 %
    Amortization of intangibles   389       389       —       — %
    Tax impact   (964 )     103       (1,067 )     NM  
    Adjusted net income (1) $ 41,292     $ 27,996     $ 13,296       47.5 %
    Key Financial and Operating Metrics                              
    Annualized return on equity   19.5 %     23.2 %                
    Annualized adjusted return on equity (1)   23.1 %     25.1 %                
    Loss ratio   25.7 %     19.1 %                
    Expense ratio   50.2 %     55.1 %                
    Combined ratio   75.9 %     74.2 %                
    Adjusted combined ratio (1)   71.7 %     68.8 %                
    Diluted earnings per share $ 1.29     $ 1.02                  
    Diluted adjusted earnings per share (1) $ 1.52     $ 1.11                  
    Catastrophe losses $ 8,122     $ 10                  
    Catastrophe loss ratio (1)   5.6 %     — %                
    Adjusted combined ratio excluding catastrophe losses (1)   66.1 %     68.8 %                
    Adjusted underwriting income (1) $ 41,022     $ 29,266     $ 11,756       40.2 %
    NM – not meaningful                              

    (1)- Indicates Non-GAAP financial measure- see above for definition of Non-GAAP financial measures and see below for reconciliation of Non-GAAP financial measures to their most directly comparable measures prepared in accordance with GAAP.

                         
      Year Ended                
      December 31,                
      2024   2023   Change   % Change
      ($ in thousands, except per share data)
    Gross written premiums $ 1,541,962     $ 1,141,558     $ 400,404       35.1 %
    Ceded written premiums   (897,111 )     (731,531 )     (165,580 )     22.6 %
    Net written premiums   644,851       410,027       234,824       57.3 %
    Net earned premiums   510,687       345,913       164,774       47.6 %
    Commission and other income   2,784       3,367       (583 )     (17.3 )%
    Total underwriting revenue (1)   513,471       349,280       164,191       47.0 %
    Losses and loss adjustment expenses   134,759       72,592       62,167       85.6 %
    Acquisition expenses, net of ceding commissions and fronting fees   149,657       107,745       41,912       38.9 %
    Other underwriting expenses   117,113       88,172       28,941       32.8 %
    Underwriting income (1)   111,942       80,771       31,171       38.6 %
    Interest expense   (1,138 )     (3,775 )     2,637       (69.9 )%
    Net investment income   35,824       23,705       12,119       51.1 %
    Net realized and unrealized gains on investments   4,568       2,941       1,627       55.3 %
    Income before income taxes   151,196       103,642       47,554       45.9 %
    Income tax expense   33,623       24,441       9,182       37.6 %
    Net income $ 117,573     $ 79,201     $ 38,372       48.4 %
    Adjustments:                              
    Net realized and unrealized gains on investments   (4,568 )     (2,941 )     (1,627 )     55.3 %
    Expenses associated with transactions   1,479       706       773       109.5 %
    Stock-based compensation expense   16,685       14,913       1,772       11.9 %
    Amortization of intangibles   1,558       1,481       77       5.2 %
    Expenses associated with catastrophe bond   2,483       1,640       843       51.4 %
    Tax impact   (1,699 )     (1,480 )     (219 )     14.8 %
    Adjusted net income (1) $ 133,511     $ 93,520     $ 39,991       42.8 %
    Key Financial and Operating Metrics                              
    Annualized return on equity   19.6 %     18.5 %                
    Annualized adjusted return on equity (1)   22.2 %     21.9 %                
    Loss ratio   26.4 %     21.0 %                
    Expense ratio   51.7 %     55.7 %                
    Combined ratio   78.1 %     76.6 %                
    Adjusted combined ratio (1)   73.7 %     71.2 %                
    Diluted earnings per share $ 4.48     $ 3.13                  
    Diluted adjusted earnings per share (1) $ 5.09     $ 3.69                  
    Catastrophe losses $ 27,846     $ 3,442                  
    Catastrophe loss ratio (1)   5.5 %     1.0 %                
    Adjusted combined ratio excluding catastrophe losses (1)   68.3 %     70.2 %                
    Adjusted underwriting income (1) $ 134,147     $ 99,511     $ 34,636       34.8 %
                                   

    Condensed Consolidated Balance sheets

    Palomar Holdings, Inc. and Subsidiaries

    Condensed Consolidated Balance Sheets (unaudited)

    (in thousands, except shares and par value data)

               
    ​ December 31,
    2024
      December 31,
    2023
    Assets ​     ​  
    Investments: ​     ​  
    Fixed maturity securities available for sale, at fair value (amortized cost: $973,330 in 2024; $675,130 in 2023) $ 939,046     $ 643,799  
    Equity securities, at fair value (cost: $32,987 in 2024; $43,003 in 2023)   40,529       43,160  
    Equity method investment   2,277       2,617  
    Other investments   5,863       —  
    Total investments   987,715       689,576  
    Cash and cash equivalents   80,438       51,546  
    Restricted cash   101       306  
    Accrued investment income   8,440       5,282  
    Premium receivable   305,724       261,972  
    Deferred policy acquisition costs, net of ceding commissions and fronting fees   94,881       60,990  
    Reinsurance recoverable on paid losses and loss adjustment expenses   47,076       32,172  
    Reinsurance recoverable on unpaid losses and loss adjustment expenses   348,083       244,622  
    Ceded unearned premiums   276,237       265,808  
    Prepaid expenses and other assets   91,086       72,941  
    Deferred tax assets, net   8,768       10,119  
    Property and equipment, net   429       373  
    Goodwill and intangible assets, net   13,242       12,315  
    Total assets $ 2,262,220     $ 1,708,022  
    Liabilities and stockholders’ equity              
    Liabilities:              
    Accounts payable and other accrued liabilities $ 70,079     $ 42,376  
    Reserve for losses and loss adjustment expenses   503,382       342,275  
    Unearned premiums   741,692       597,103  
    Ceded premium payable   190,168       181,742  
    Funds held under reinsurance treaty   27,869       13,419  
    Income taxes payable   —       7,255  
    Borrowings from credit agreements   —       52,600  
    Total liabilities   1,533,190       1,236,770  
    Stockholders’ equity:              
    Preferred stock, $0.0001 par value, 5,000,000 shares authorized as of December 31, 2024 and December 31, 2023, 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023   —       —  
    Common stock, $0.0001 par value, 500,000,000 shares authorized, 26,529,402 and 24,772,987 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively   3       3  
    Additional paid-in capital   493,656       350,597  
    Accumulated other comprehensive loss   (26,845 )     (23,991 )
    Retained earnings   262,216       144,643  
    Total stockholders’ equity   729,030       471,252  
    Total liabilities and stockholders’ equity $ 2,262,220     $ 1,708,022  
                   

    Condensed Consolidated Income Statement

    Palomar Holdings, Inc. and Subsidiaries

    Condensed Consolidated Statements of Income and Comprehensive Income (loss) (Unaudited)

    (in thousands, except shares and per share data)

               
      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
    Revenues:                              
    Gross written premiums $ 373,723     $ 303,152     $ 1,541,962     $ 1,141,558  
    Ceded written premiums   (204,492 )     (188,742 )     (897,111 )     (731,531 )
    Net written premiums   169,231       114,410       644,851       410,027  
    Change in unearned premiums   (24,341 )     (20,662 )     (134,164 )     (64,114 )
    Net earned premiums   144,890       93,748       510,687       345,913  
    Net investment income   11,318       7,015       35,824       23,705  
    Net realized and unrealized (losses) gains on investments   (1,201 )     3,044       4,568       2,941  
    Commission and other income   750       1,586       2,784       3,367  
    Total revenues   155,757       105,393       553,863       375,926  
    Expenses:                              
    Losses and loss adjustment expenses   37,176       17,896       134,759       72,592  
    Acquisition expenses, net of ceding commissions and fronting fees   40,585       29,005       149,657       107,745  
    Other underwriting expenses   32,947       24,210       117,113       88,172  
    Interest expense   87       824       1,138       3,775  
    Total expenses   110,795       71,935       402,667       272,284  
    Income before income taxes   44,962       33,458       151,196       103,642  
    Income tax expense   9,997       7,564       33,623       24,441  
    Net income $ 34,965     $ 25,894     $ 117,573     $ 79,201  
    Other comprehensive income, net:                              
    Net unrealized (losses) gains on securities available for sale   (16,707 )     19,229       (2,854 )     12,524  
    Net comprehensive income $ 18,258     $ 45,123     $ 114,719     $ 91,725  
    Per Share Data:                              
    Basic earnings per share $ 1.32     $ 1.05     $ 4.61     $ 3.19  
    Diluted earnings per share $ 1.29     $ 1.02     $ 4.48     $ 3.13  
                                   
    Weighted-average common shares outstanding:                              
    Basic   26,491,939       24,747,347       25,520,343       24,822,004  
    Diluted   27,206,225       25,272,149       26,223,842       25,327,091  
                                   

    Underwriting Segment Data

    The Company has a single reportable segment and offers specialty insurance products. Gross written premiums (GWP) by product, location and company are presented below:

      Three Months Ended December 31,                
      2024   2023                
      ($ in thousands)        
              % of           % of           %
      Amount   GWP   Amount   GWP   Change   Change
    Product (1)                                              
    Earthquake $ 146,757       39.3 %   $ 122,087       40.3 %   $ 24,670       20.2 %
    Inland Marine and other Property   85,396       22.9 %     63,039       20.8 %     22,357       35.5 %
    Casualty   68,484       18.3 %     32,323       10.7 %     36,161       111.9 %
    Fronting   57,418       15.4 %     85,708       28.3 %     (28,290 )     (33.0 )%
    Crop   15,668       4.2 %     (5 )     (0.0 )%     15,673       NM  
    Total Gross Written Premiums $ 373,723       100.0 %   $ 303,152       100.0 %   $ 70,571       23.3 %

    NM- Not meaningful

      Year Ended December 31,                
      2024   2023                
      ($ in thousands)        
              % of           % of           %
      Amount   GWP   Amount   GWP   Change   Change
    Product (1)                                              
    Earthquake $ 522,864       33.9 %   $ 436,896       38.3 %   $ 85,968       19.7 %
    Inland Marine and Other Property   334,079       21.7 %     250,023       21.9 %     84,056       33.6 %
    Fronting   333,188       21.6 %     352,141       30.8 %     (18,953 )     (5.4 )%
    Casualty   235,592       15.3 %     90,388       7.9 %     145,204       160.6 %
    Crop   116,239       7.5 %     12,110       1.1 %     104,129       859.9 %
    Total Gross Written Premiums $ 1,541,962       100.0 %   $ 1,141,558       100.0 %   $ 400,404       35.1 %

    (1) – Beginning in 2024, the Company has updated the categorization of its products to align with management’s current strategy and view of the business. Prior year amounts have been reclassified for comparability purposes. The recategorization is for presentation purposes only and does not impact overall gross written premiums.

      Three Months Ended December 31,   Year Ended December 31,
      2024   2023   2024   2023
      ($ in thousands)   ($ in thousands)
              % of           % of           % of           % of
      Amount   GWP   Amount   GWP   Amount   GWP   Amount   GWP
    State                                                              
    California $ 157,786       42.2 %   $ 165,342       54.5 %   $ 668,635       43.4 %   $ 600,791       52.6 %
    Texas   28,002       7.5 %     22,740       7.5 %     124,416       8.1 %     95,517       8.4 %
    Hawaii   18,636       5.0 %     11,562       3.8 %     72,558       4.7 %     47,388       4.2 %
    Washington   16,007       4.3 %     14,124       4.7 %     57,900       3.8 %     49,494       4.3 %
    New York   14,756       3.9 %     6,775       2.2 %     38,919       2.5 %     18,424       1.6 %
    Florida   8,855       2.4 %     11,286       3.7 %     67,008       4.3 %     47,595       4.2 %
    Oregon   8,298       2.2 %     6,307       2.1 %     29,550       1.9 %     23,220       2.0 %
    Illinois   7,176       1.9 %     6,697       2.2 %     20,901       1.4 %     22,340       2.0 %
    Other   114,207       30.6 %     58,319       19.2 %     462,075       30.0 %     236,789       20.7 %
    Total Gross Written Premiums $ 373,723       100.0 %   $ 303,152       100.0 %   $ 1,541,962       100.0 %   $ 1,141,558       100.0 %
                                                                   
      Three Months Ended December 31,   Year Ended December 31,
      2024   2023   2024   2023
      ($ in thousands)   ($ in thousands)
              % of           % of           % of           % of
      Amount   GWP   Amount   GWP   Amount   GWP   Amount   GWP
    Subsidiary                                                              
    PSIC $ 170,275       45.6 %   $ 156,590       51.7 %   $ 823,263       53.4 %   $ 653,809       57.3 %
    PESIC   188,496       50.4 %     146,562       48.3 %     661,404       42.9 %     487,749       42.7 %
    Laulima   14,952       4.0 %     —       — %     57,295       3.7 %     —       — %
    Total Gross Written Premiums $ 373,723       100.0 %   $ 303,152       100.0 %   $ 1,541,962       100.0 %   $ 1,141,558       100.0 %
                                                                   

    Gross and net earned premiums

    The table below shows the amount of premiums the Company earned on a gross and net basis and the Company’s net earned premiums as a percentage of gross earned premiums for each period presented:

      Three Months Ended                   Year Ended                
      December 31,                   December 31,                
      2024   2023   Change   % Change   2024   2023   Change   % Change
      ($ in thousands)   ($ in thousands)
    Gross earned premiums $ 371,654     $ 276,502     $ 95,152       34.4 %   $ 1,397,369     $ 1,015,722     $ 381,647       37.6 %
    Ceded earned premiums   (226,764 )     (182,754 )     (44,010 )     24.1 %     (886,682 )     (669,809 )     (216,873 )     32.4 %
    Net earned premiums $ 144,890     $ 93,748     $ 51,142       54.6 %   $ 510,687     $ 345,913     $ 164,774       47.6 %
                                                                   
    Net earned premium ratio   39.0 %     33.9 %                     36.5 %     34.1 %                
                                                                   

    Loss detail

      Three Months Ended                   Year Ended                
      December 31,                   December 31,                
      2024   2023   Change   % Change   2024   2023   Change   % Change
      ($ in thousands)   ($ in thousands)
    Catastrophe losses $ 8,122     $ 10     $ 8,112       NM     $ 27,846     $ 3,442     $ 24,404       NM  
    Non-catastrophe losses   29,054       17,886       11,168       62.4 %     106,913       69,150       37,763       54.6 %
    Total losses and loss adjustment expenses $ 37,176     $ 17,896     $ 19,280       107.7 %   $ 134,759     $ 72,592     $ 62,167       85.6 %
                                                                   
    Catastrophe loss ratio   5.6 %     0.0 %                     5.5 %     1.0 %                
    Non-catastrophe loss ratio   20.1 %     19.1 %                     20.9 %     20.0 %                
    Total loss ratio   25.7 %     19.1 %                     26.4 %     21.0 %                
    NM-Not meaningful                                                              
                                                                   

    The following table represents a reconciliation of changes in the ending reserve balances for losses and loss adjustment expenses:

      Three Months Ended
    December 31,
      Year Ended December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Reserve for losses and LAE net of reinsurance recoverables at beginning of period $ 137,274     $ 92,178     $ 97,653     $ 77,520  
    Add: Incurred losses and LAE, net of reinsurance, related to:                              
    Current year   37,575       19,409       137,798       70,363  
    Prior years   (399 )     (1,513 )     (3,039 )     2,229  
    Total incurred   37,176       17,896       134,759       72,592  
    Deduct: Loss and LAE payments, net of reinsurance, related to:                              
    Current year   15,675       5,417       43,582       19,631  
    Prior years   3,476       7,004       33,531       32,828  
    Total payments   19,151       12,421       77,113       52,459  
    Reserve for losses and LAE net of reinsurance recoverables at end of period   155,299       97,653       155,299       97,653  
    Add: Reinsurance recoverables on unpaid losses and LAE at end of period   348,083       244,622       348,083       244,622  
    Reserve for losses and LAE gross of reinsurance recoverables on unpaid losses and LAE at end of period $ 503,382     $ 342,275     $ 503,382     $ 342,275  
                                   

    Reconciliation of Non-GAAP Financial Measures

    For the three months and year ended December 31, 2024 and 2023, the Non-GAAP financial measures discussed above reconcile to their most comparable GAAP measures as follows:

    Underwriting revenue

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Total revenue $ 155,757     $ 105,393     $ 553,863     $ 375,926  
    Net investment income   (11,318 )     (7,015 )     (35,824 )     (23,705 )
    Net realized and unrealized (gains) losses on investments   1,201       (3,044 )     (4,568 )     (2,941 )
    Underwriting revenue $ 145,640     $ 95,334     $ 513,471     $ 349,280  
                                   

    Underwriting income and adjusted underwriting income

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Income before income taxes $ 44,962     $ 33,458     $ 151,196     $ 103,642  
    Net investment income   (11,318 )     (7,015 )     (35,824 )     (23,705 )
    Net realized and unrealized losses (gains) on investments   1,201       (3,044 )     (4,568 )     (2,941 )
    Interest expense   87       824       1,138       3,775  
    Underwriting income $ 34,932     $ 24,223     $ 111,942     $ 80,771  
    Expenses associated with transactions   922       478       1,479       706  
    Stock-based compensation expense   4,779       4,176       16,685       14,913  
    Amortization of intangibles   389       389       1,558       1,481  
    Expenses associated with catastrophe bond   —       —       2,483       1,640  
    Adjusted underwriting income $ 41,022     $ 29,266     $ 134,147     $ 99,511  
                                   

    Adjusted net income

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Net income $ 34,965     $ 25,894     $ 117,573     $ 79,201  
    Adjustments:                              
    Net realized and unrealized losses (gains) on investments   1,201       (3,044 )     (4,568 )     (2,941 )
    Expenses associated with transactions   922       478       1,479       706  
    Stock-based compensation expense   4,779       4,176       16,685       14,913  
    Amortization of intangibles   389       389       1,558       1,481  
    Expenses associated with catastrophe bond   —       —       2,483       1,640  
    Tax impact   (964 )     103       (1,699 )     (1,480 )
    Adjusted net income $ 41,292     $ 27,996     $ 133,511     $ 93,520  
                                   

    Annualized adjusted return on equity

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
                                   
    Annualized adjusted net income $ 165,168     $ 111,984     $ 133,511     $ 93,520  
    Average stockholders’ equity $ 716,171     $ 446,293     $ 600,140     $ 428,002  
    Annualized adjusted return on equity   23.1 %     25.1 %     22.2 %     21.9 %
                                   

    Adjusted combined ratio

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income $ 109,958     $ 69,525     $ 398,745     $ 265,142  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Combined ratio   75.9 %     74.2 %     78.1 %     76.6 %
    Adjustments to numerator:                              
    Expenses associated with transactions $ (922 )   $ (478 )   $ (1,479 )   $ (706 )
    Stock-based compensation expense   (4,779 )     (4,176 )     (16,685 )     (14,913 )
    Amortization of intangibles   (389 )     (389 )     (1,558 )     (1,481 )
    Expenses associated with catastrophe bond   —       —       (2,483 )     (1,640 )
    Adjusted combined ratio   71.7 %     68.8 %     73.7 %     71.2 %
                                   

    Diluted adjusted earnings per share

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands, except per share data)   (in thousands, except per share data)
                                   
    Adjusted net income $ 41,292     $ 27,996     $ 133,511     $ 93,520  
    Weighted-average common shares outstanding, diluted   27,206,225       25,272,149       26,223,842       25,327,091  
    Diluted adjusted earnings per share $ 1.52     $ 1.11     $ 5.09     $ 3.69  
                                   

    Catastrophe loss ratio

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Losses and loss adjustment expenses $ 37,176     $ 17,896     $ 134,759     $ 72,592  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Loss ratio   25.7 %     19.1 %     26.4 %     21.0 %
                                   
    Numerator: Catastrophe losses $ 8,122     $ 10     $ 27,846     $ 3,442  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Catastrophe loss ratio   5.6 %     0.0 %     5.5 %     1.0 %
                                   

    Adjusted combined ratio excluding catastrophe losses

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income $ 109,958     $ 69,525     $ 398,745     $ 265,142  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Combined ratio   75.9 %     74.2 %     78.1 %     76.6 %
    Adjustments to numerator:                              
    Expenses associated with transactions $ (922 )   $ (478 )   $ (1,479 )   $ (706 )
    Stock-based compensation expense   (4,779 )     (4,176 )     (16,685 )     (14,913 )
    Amortization of intangibles   (389 )     (389 )     (1,558 )     (1,481 )
    Expenses associated with catastrophe bond   —       —       (2,483 )     (1,640 )
    Catastrophe losses   (8,122 )     (10 )     (27,846 )     (3,442 )
    Adjusted combined ratio excluding catastrophe losses   66.1 %     68.8 %     68.3 %     70.2 %
                                   

    Tangible Stockholders’ equity

      December 31,   December 31,
      2024   2023
      (in thousands)
    Stockholders’ equity $ 729,030     $ 471,252  
    Goodwill and intangible assets   (13,242 )     (12,315 )
    Tangible stockholders’ equity $ 715,788     $ 458,937  
                   

    The MIL Network –

    February 13, 2025
  • MIL-OSI: Birchcliff Energy Ltd. Announces Unaudited 2024 Full-Year and Fourth Quarter Results and 2024 Reserves Highlights

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, Feb. 12, 2025 (GLOBE NEWSWIRE) — Birchcliff Energy Ltd. (“Birchcliff” or the “Corporation”) (TSX: BIR) is pleased to announce its unaudited 2024 full-year and fourth quarter financial and operational results and highlights from its independent reserves evaluation effective December 31, 2024.

    “Due to the success of our 2024 capital program and driven by our improved capital efficiencies, we delivered annual average production of 76,695 boe/d and adjusted funds flow(1) of $236.8 million and returned $107.8 million to shareholders through common share dividends in 2024,” commented Chris Carlsen, President and Chief Executive Officer of Birchcliff. “The 27 wells we brought on production as part of the 2024 capital program delivered strong PDP reserves additions of 34.1 MMboe, which highlights the quality of our assets. We believe that there is significant intrinsic shareholder value embedded in Birchcliff’s asset base that is not reflected in our current share price, as demonstrated by our PDP reserves net asset value per common share(2) of $6.35 and $13.79 and $18.09 for our proved and proved plus probable reserves, respectively.(3) In addition, our Elmworth asset, which is largely unbooked from a reserves basis, provides us with significant inventory and a large potential future development area consisting of approximately 145 net sections of Montney lands.”

    “Our strategy for 2025 builds off of the operational momentum from 2024, maintaining our focus on capital efficiency improvements and further driving down costs. Our 2025 capital program has been designed to ensure that our capital is strategically deployed throughout the year, providing us with the flexibility to adjust our capital spending if necessary in response to the commodity price volatility we expect during 2025, including as a result of the potential for U.S. and Canadian tariffs and the start-up of LNG Canada.”

    2024 Financial and Operational Highlights

    • Delivered annual average production of 76,695 boe/d (82% natural gas and 18% liquids) in 2024 and quarterly average production of 77,623 boe/d (82% natural gas and 18% liquids) in Q4 2024.
    • Generated annual adjusted funds flow of $236.8 million in 2024 and quarterly adjusted funds flow of $71.8 million in Q4 2024. Cash flow from operating activities was $203.7 million in 2024 and $45.6 million in Q4 2024.
    • Reported annual net income to common shareholders of $56.1 million in 2024 and quarterly net income to common shareholders of $35.2 million in Q4 2024.
    • F&D capital expenditures were $273.1 million in 2024 and $58.3 million in Q4 2024. Birchcliff drilled 29 (29.0 net) wells and brought 27 (27.0 net) wells on production in 2024.
    • Returned $107.8 million to shareholders in 2024 through common share dividends.

    2024 Reserves Highlights(4)

    • Birchcliff brought 27 new wells on production as part of its 2024 F&D capital program with strong PDP reserves additions of 34.1 MMboe (1.26 MMboe per well) and delivered PDP F&D costs(5) of $8.01/boe, resulting in a PDP F&D operating netback recycle ratio(2) of 1.4x in 2024 on such additions.
    • Birchcliff added an aggregate of 23.7 MMboe of PDP reserves on an F&D basis in 2024, after adding back 2024 actual production of 28.1 MMboe(6) and including all other applicable PDP reserves adjustments in 2024. Birchcliff’s PDP reserves totalled 217.1 MMboe at December 31, 2024.
    • Birchcliff delivered PDP F&D costs of $11.52/boe and a PDP F&D operating netback recycle ratio of 1.0x on its aggregate 23.7 MMboe of PDP reserves additions, notwithstanding $18.8 million in F&D capital expenditures spent on strategic priorities in Elmworth for which there was no production or reserves assigned at year-end 2024.
    • At December 31, 2024, the net present value of future net revenue (before income taxes, discounted at 10%) was $2.3 billion for Birchcliff’s PDP reserves, $4.4 billion for its proved reserves and $5.6 billion for its proved plus probable reserves.
    • The net asset value per common share of Birchcliff’s PDP, proved and proved plus probable reserves at December 31, 2024 was $6.35, $13.79 and $18.09, respectively, which is 9%, 136% and 210% higher than the closing price of its common shares on the TSX on February 10, 2025 of $5.84.
    • Reserves life index(5) at December 31, 2024 of 7.7 years on a PDP basis, 23.6 years on a proved basis and 34.3 years on a proved plus probable basis.

    Birchcliff anticipates filing its annual information form and audited financial statements and related management’s discussion and analysis for the year ended December 31, 2024 on March 12, 2025.

    This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. For further information regarding the forward-looking statements and forward-looking information contained herein, see “Advisories – Forward-Looking Statements”. With respect to the disclosure of Birchcliff’s reserves and related reserves metrics contained in this press release, see “2024 Year-End Reserves”, “Presentation of Oil and Gas Reserves” and “Advisories – Oil and Gas Metrics”. With respect to the disclosure of Birchcliff’s production contained in this press release, unless otherwise stated herein, production volumes have been disclosed on a “gross” basis as such term is defined in National Instrument 51-101– Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). For further information regarding the disclosure of Birchcliff’s production contained herein, see “Advisories – Production”. In addition, this press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” as such terms are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”). Non-GAAP financial measures and non-GAAP ratios are not standardized financial measures under GAAP and might not be comparable to similar financial measures disclosed by other issuers. For further information regarding the non-GAAP and other financial measures used in this press release, see “Non-GAAP and Other Financial Measures”.

    ______________________________

    (1)  Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.

    (2)  Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (3)  Net asset value per common share is at December 31, 2024 and before income taxes (discounted at 10%). See “2024 Year-End Reserves – Net Asset Value”.

    (4)  Deloitte LLP (“Deloitte”) prepared an independent evaluation of the Corporation’s reserves effective December 31, 2024 as contained in their report dated February 12, 2025 (the “Deloitte Report”). The forecast commodity prices, inflation and exchange rates utilized in the Deloitte Report were computed using the average of forecasts from Deloitte, McDaniel & Associates Consultants Ltd. (“McDaniel”), GLJ Ltd. (“GLJ”) and Sproule Associates Limited (“Sproule”) effective January 1, 2025 (the “2024 Price Forecast”). See “2024 Year-End Reserves” and “Presentation of Oil and Gas Reserves”.

    (5)  See “Advisories – Oil and Gas Metrics”.

    (6)  Consists of 738.2 Mbbls of light oil, 1,619.6 Mbbls of condensate, 2,591.3 Mbbls of NGLs and 138,728.6 MMcf of natural gas.

    2024 UNAUDITED FINANCIAL AND OPERATIONAL SUMMARY

      Three months ended
    December 31,
      Twelve months ended
    December 31,
     
      2024   2023   2024   2023  
    OPERATING        
    Average production        
    Light oil (bbls/d) 1,993   1,649   2,017   1,849  
    Condensate (bbls/d) 4,310   5,145   4,425   5,202  
    NGLs (bbls/d) 7,748   7,653   7,080   6,306  
    Natural gas (Mcf/d) 381,433   372,594   379,040   374,052  
    Total (boe/d) 77,623   76,546   76,695   75,699  
    Average realized sales prices (CDN$)(1)        
    Light oil (per bbl) 95.18   100.07   98.90   99.07  
    Condensate (per bbl) 95.79   103.80   99.66   103.76  
    NGLs (per bbl) 26.20   26.95   26.37   26.92  
    Natural gas (per Mcf) 2.27   2.92   2.05   3.03  
    Total (per boe) 21.53   26.02   20.90   26.79  
             
    NETBACK AND COST ($/boe)        
    Petroleum and natural gas revenue(1) 21.53   26.03   20.91   26.80  
    Royalty expense (1.26 ) (2.75 ) (1.41 ) (2.54 )
    Operating expense (2.91 ) (3.81 ) (3.24 ) (3.83 )
    Transportation and other expense(2) (5.26 ) (5.53 ) (5.24 ) (5.69 )
    Operating netback(2) 12.10   13.94   11.02   14.74  
    G&A expense, net (2.00 ) (1.80 ) (1.45 ) (1.52 )
    Interest expense (1.40 ) (0.95 ) (1.31 ) (0.74 )
    Lease interest expense (0.33 ) –   (0.16 ) –  
    Realized gain (loss) on financial instruments 1.68   (0.38 ) 0.33   (1.35 )
    Other cash income (expense) 0.01   0.01   0.01   (0.03 )
    Adjusted funds flow(2) 10.06   10.82   8.44   11.10  
    Depletion and depreciation expense (8.96 ) (8.44 ) (8.79 ) (8.20 )
    Unrealized gain (loss) on financial instruments 5.95   (1.58 ) 3.51   (1.38 )
    Other expenses(3) (0.75 ) (1.88 ) (0.52 ) (0.95 )
    Deferred income tax (expense) recovery (1.37 ) 0.29   (0.64 ) (0.22 )
    Net income (loss) to common shareholders 4.93   (0.79 ) 2.00   0.35  
             
    FINANCIAL        
    Petroleum and natural gas revenue ($000s)(1) 153,741   183,295   586,856   740,359  
    Cash flow from operating activities ($000s) 45,641   79,006   203,710   320,529  
    Adjusted funds flow ($000s)(4) 71,838   76,215   236,794   306,827  
    Per basic common share ($)(2) 0.27   0.29   0.88   1.15  
    Free funds flow ($000s)(4) 13,528   18,049   (36,290 ) 2,190  
    Per basic common share ($)(2) 0.05   0.07   (0.13 ) 0.01  
    Net income (loss) to common shareholders ($000s) 35,216   (5,533 ) 56,100   9,780  
    Per basic common share ($) 0.13   (0.02 ) 0.21   0.04  
    End of period basic common shares (000s) 271,304   267,156   271,304   267,156  
    Weighted average basic common shares (000s) 270,185   266,667   269,081   266,465  
    Dividends on common shares ($000s) 27,126   53,390   107,833   213,344  
    F&D capital expenditures ($000s)(5) 58,310   58,166   273,084   304,637  
    Total capital expenditures ($000s)(4) 66,673   59,541   282,745   307,916  
    Revolving term credit facilities ($000s) 566,857   372,097   566,857   372,097  
    Total debt ($000s)(6) 535,557   382,306   535,557   382,306  

    (1)  Excludes the effects of financial instruments but includes the effects of any physical delivery contracts.

    (2)  Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (3)  Includes non-cash items such as compensation, accretion, amortization of deferred financing fees and other gains and losses.

    (4)  Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.

    (5)  See “Advisories – F&D Capital Expenditures”.

    (6)  Capital management measure. See “Non-GAAP and Other Financial Measures”.

    FULL-YEAR AND Q4 2024 UNAUDITED FINANCIAL AND OPERATIONAL RESULTS

    Production

    • Birchcliff’s production averaged 76,695 boe/d in 2024, a 1% increase from 2023. Production averaged 77,623 boe/d in Q4 2024, a 1% increase from Q4 2023. Birchcliff’s annual average production for 2024 was at the high-end of its guidance range of 75,000 to 77,000 boe/d.
    • The increases were primarily due to the strong performance of the Corporation’s capital program and the successful drilling of new Montney/Doig wells brought on production, partially offset by natural production declines. Full-year production in 2023 was negatively impacted by an unplanned system outage on Pembina’s Northern Pipeline system, which reduced the Corporation’s NGLs sales volumes in 2023.
    • Liquids accounted for 18% of Birchcliff’s total production in both 2024 and 2023, which was in line with Birchcliff’s guidance of 19%. Liquids accounted for 18% of Birchcliff’s total production in Q4 2024 as compared to 19% in Q4 2023.

    Adjusted Funds Flow and Cash Flow From Operating Activities

    • Birchcliff generated adjusted funds flow of $236.8 million in 2024, or $0.88 per basic common share, both of which decreased by 23% from 2023. Adjusted funds flow was $71.8 million in Q4 2024, or $0.27 per basic common share, a 6% and 7% decrease from Q4 2023, respectively. Birchcliff’s full-year adjusted funds flow in 2024 was higher than its guidance of $230 million primarily due to lower than expected royalty and G&A expenses.
    • Birchcliff’s cash flow from operating activities was $203.7 million in 2024, a 36% decrease from 2023. Cash flow from operating activities was $45.6 million in Q4 2024, a 42% decrease from Q4 2023.
    • The decreases in adjusted funds flow and cash flow from operating activities were primarily due to lower natural gas revenue, which was largely the result of a 32% and 22% decrease in the average realized sales price Birchcliff received for its natural gas production in the full-year and Q4 2024, respectively, as compared to 2023, and higher interest expenses. Birchcliff’s adjusted funds flow and cash flow from operating activities were positively impacted by lower royalty expenses and realized gains on financial instruments of $9.3 million and $12.0 million in the full-year and Q4 2024, respectively, as compared to realized losses on financial instruments of $37.3 million and $2.6 million in 2023.

    Net Income (Loss) to Common Shareholders

    • Birchcliff earned net income to common shareholders of $56.1 million in 2024, or $0.21 per basic common share, as compared to $9.8 million and $0.04 per basic common share in 2023. The increases were primarily due to an unrealized mark-to-market gain on financial instruments of $98.6 million in 2024 as compared to an unrealized mark-to-market loss on financial instruments of $38.2 million in 2023, partially offset by lower adjusted funds flow in 2024.
    • Birchcliff earned net income to common shareholders of $35.2 million in Q4 2024, or $0.13 per basic common share, as compared to a net loss to common shareholders of $5.5 million and $0.02 per basic common share in Q4 2023. The change to a net income position was primarily due to an unrealized mark-to-market gain on financial instruments of $42.5 million in Q4 2024 as compared to an unrealized mark-to-market loss on financial instruments of $11.1 million in Q4 2023.

    Debt and Credit Facilities

    • Total debt at December 31, 2024 was $535.6 million, a 40% increase from December 31, 2023. Birchcliff’s 2024 year-end total debt was at the high-end of its guidance range of $515 million to $535 million.
    • At December 31, 2024, Birchcliff had a balance outstanding under its extendible revolving credit facilities (the “Credit Facilities”) of $570.9 million (December 31, 2023: $374.1 million) from available Credit Facilities of $850.0 million (December 31, 2023: $850.0 million), leaving the Corporation with $279.1 million (33%) of unutilized credit capacity after adjusting for outstanding letters of credit and unamortized deferred financing fees. This unutilized credit capacity provides Birchcliff with significant financial flexibility and available capital resources. The Credit Facilities have a maturity date of May 11, 2027 and do not contain any financial maintenance covenants.

    Marketing and Natural Gas Market Diversification

    • Birchcliff’s physical natural gas sales exposure primarily consists of the AECO, Dawn and Alliance markets. In addition, the Corporation has various financial instruments outstanding that provide it with exposure to NYMEX HH pricing.

    The following table sets forth Birchcliff’s effective sales, production and average realized sales price for natural gas and liquids for Q4 2024, after taking into account the Corporation’s financial instruments:

    Three months ended December 31, 2024
      Effective
    sales
    (CDN$000s)
    Percentage of total sales
    (%)
    Effective
    production
    (per day)
    Percentage of
    total natural gas production
    (%)
    Percentage of
    total corporate production
    (%)
    Effective average realized
    sales price
    (CDN$)
    Market            
    AECO(1)(2) 11,831 6 82,345 Mcf 21 18 1.56/Mcf
    Dawn(3) 48,281 26 162,555 Mcf 43 35 3.23/Mcf
    NYMEX HH(1)(4) 53,015 28 136,533 Mcf 36 29 4.22/Mcf
    Total natural gas(1) 113,127 60 381,433 Mcf 100 82 3.22/Mcf
    Light oil 17,450 10 1,993 bbls   3 95.18/bbl
    Condensate 37,985 20 4,310 bbls   5 95.79/bbl
    NGLs 18,679 10 7,748 bbls   10 26.20/bbl
    Total liquids 74,114 40 14,051 bbls   18 57.33/bbl
    Total corporate(1) 187,241 100 77,623 boe   100 26.22/boe

    (1)  Effective sales and effective average realized sales price on a total natural gas and total corporate basis and for the AECO and NYMEX HH markets are non-GAAP financial measures and non-GAAP ratios, respectively. See “Non-GAAP and Other Financial Measures”.

    (2)  Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. All of Birchcliff’s short-term physical Alliance sales and production during Q4 2024 received AECO premium pricing and have therefore been included as effective sales and production in the AECO market.

    (3)  Birchcliff has agreements for the firm service transportation of an aggregate of 175,000 GJ/d of natural gas on TransCanada PipeLines’ Canadian Mainline, whereby natural gas is transported to the Dawn trading hub in Southern Ontario.

    (4)  NYMEX HH effective sales and production include financial NYMEX HH/AECO 7A basis swap contracts for an aggregate of 147,500 MMBtu/d at an average contract price of NYMEX HH less US$1.12/MMBtu during Q4 2024.
    Birchcliff’s effective average realized sales price for NYMEX HH of CDN$4.22/Mcf (US$2.76/MMBtu) was determined on a gross basis before giving effect to the average NYMEX HH/AECO 7A fixed contract basis differential price of CDN$1.71/Mcf (US$1.12/MMBtu) and includes any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q4 2024.
    After giving effect to the NYMEX HH/AECO 7A fixed contract basis differential price and including any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q4 2024, Birchcliff’s effective average realized net sales price for NYMEX HH was CDN$2.51/Mcf (US$1.64/MMBtu) in Q4 2024.

    The following table sets forth Birchcliff’s physical sales, production, average realized sales price, transportation costs and natural gas sales netback by natural gas market for the periods indicated, before taking into account the Corporation’s financial instruments:

    Three months ended December 31, 2024
    Natural
    gas
    market
    Natural gas
    sales(1)
    (CDN$000s)
    Percentage of
    natural gas
    sales
    (%)
    Natural gas
    production

    (Mcf/d)
    Percentage of
    natural gas
    production

    (%)
    Average realized
    natural gas sales
    price(1)
    (CDN$/Mcf)
    Natural gas
    transportation
    costs
    (2)
    (CDN$/Mcf)
    Natural gas
    sales
    netback
    (3)
    (CDN$/Mcf)
    AECO 31,027 39 216,321 57 1.57 0.38 1.19
    Dawn 48,281 60 162,555 42 3.23 1.43 1.80
    Alliance(4) 307 1 2,557 1 1.30 – 1.30
    Total 79,615 100 381,433 100 2.27 0.83 1.44
    Three months ended December 31, 2023
    Natural
    gas
    market
    Natural gas
    sales(1)
    (CDN$000s)
    Percentage of
    natural gas
    sales
    (%)
    Natural gas
    production

    (Mcf/d)
    Percentage of
    natural gas
    production

    (%)
    Average realized
    natural gas sales
    price(1)
    (CDN$/Mcf)
    Natural gas
    transportation
    costs
    (2)
    (CDN$/Mcf)
    Natural gas
    sales
    netback
    (3)
    (CDN$/Mcf)
    AECO 50,508 51 203,024 55 2.72 0.38 2.33
    Dawn 47,433 47 161,119 43 3.20 1.42 1.78
    Alliance(4) 2,016 2 8,451 2 2.59 – 2.59
    Total 99,957 100 372,594 100 2.92 0.83 2.09

    (1)  Excludes the effects of financial instruments but includes the effects of any physical delivery contracts.

    (2)  Reflects costs to transport natural gas from the field receipt point to the delivery sales trading hub.

    (3)  Natural gas sales netback denotes the average realized natural gas sales price less natural gas transportation costs.

    (4)  Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. Alliance sales are recorded net of transportation tolls.

    Capital Activities and Investment

    • F&D capital expenditures were $273.1 million in 2024, as compared to Birchcliff’s guidance of $250 million to $270 million.
    • In 2024, the Corporation achieved a significant year-over-year improvement in capital efficiency(7) for its wells of approximately 24% compared to 2023. The following table sets forth the wells that were drilled and brought on production in 2024:
      Number of wells
    drilled in 2024(1)
    Number of wells brought
    on production in 2024
    Pouce Coupe    
         
      04-30 (5-well pad) Montney D1 0(2) 5
             
      16-17 (5-well pad) BD/UM 1 1
        Montney D1 3 3
        Montney D4 1 1
             
      16-15 (6-well pad) Montney D1 6 6
             
      10-22 (5-well pad) Montney D1 5 5
             
      04-05 (5-well pad) Montney D1 5 0(3)
             
    Gordondale    
         
      02-27 (2-well pad) Montney D1 1 1
        Montney D2 1 1
             
      01-10 (4-well pad) Montney D1 4 4
             
    Elmworth    
             
      13-09 vertical Montney 1 0
             
      01-28 horizontal Montney 1 0
           
    TOTAL 29 27

    (1)  All wells are natural gas wells, except for the 4-well 01-10 pad, which are light oil wells.

    (2)  The five wells drilled on the 04-30 pad were drilled in December 2023.

    (3)  The five wells drilled on the 04-05 pad are scheduled to come on production later in February 2025.

    ______________________________

    (7)  See “Advisories – Oil and Gas Metrics”.

    UPDATE ON 2025 CAPITAL PROGRAM

    • As disclosed in Birchcliff’s press release dated January 22, 2025, the Corporation’s board of directors (the “Board”) approved a disciplined F&D capital budget of $260 million to $300 million for 2025. Benefitting from the learnings gained from the Corporation’s 2024 capital program, the wells in Birchcliff’s 2025 capital program are expected to yield strong production, using the Corporation’s latest field development practices and wellbore design, which incorporates longer lateral lengths, reduced cluster spacing and increased proppant loading where appropriate.
    • The Corporation successfully completed drilling its 5-well 04-05 pad in Pouce Coupe in December 2024. Completions operations are currently underway on the pad, with the wells scheduled to come on production later in February 2025. The pad was drilled in the Lower Montney targeting high-rate natural gas wells.
    • The Corporation is currently drilling its 3-well 07-10 pad in Pouce Coupe. The pad is targeting condensate-rich natural gas wells in the Lower Montney. The wells are anticipated to be brought on production at the end of Q1 2025.
    • The Corporation successfully completed drilling its 4-well 02-27 pad in Gordondale in February 2025, with completions operations scheduled to begin in March 2025. The pad is targeting condensate-rich natural gas wells in the Lower Montney. The wells are anticipated to be brought on production in early Q2 2025.
    • In Elmworth, the Corporation completed a horizontal land retention well and has commenced a short clean-up test. As disclosed in the Corporation’s press release on January 22, 2025, this well is not currently planned to be tied in.

    U.S. AND CANADIAN TARIFFS

    • While Birchcliff hopes that there will not be a trade dispute between the United States and Canada, the Corporation believes that Canada’s over-reliance on exporting its energy into the U.S. must be addressed through the reduction of red tape and government interference in the construction of critical infrastructure such as oil and gas pipelines to the east and west coasts of Canada, LNG terminals on each coast and an increase in refining capacity within Canada, in order to diversify Canada’s energy export market. The Corporation continues to actively monitor this situation.
    • Birchcliff believes that its ongoing strategy of maintaining significant natural gas market diversification for 2025 will continue to protect the Corporation from volatility in the North American natural gas pricing environment, including as it relates to potential tariffs. Approximately 41% of Birchcliff’s natural gas production is physically delivered to the Dawn trading hub in Ontario, which is priced in U.S. dollars, and the Corporation also has U.S. denominated financial contracts that expose approximately 35% of its natural gas production to NYMEX HH pricing on a financial basis, without physical delivery into the United States.

    2024 YEAR-END RESERVES

    The reserves data set forth below at December 31, 2024 is based upon the Deloitte Report, which has been prepared in accordance with the standards contained in the Canadian Oil and Gas Evaluation Handbook (the “COGE Handbook”) and NI 51-101.

    The reserves data provided in this press release presents only a portion of the disclosure required under NI 51-101. The disclosure required under NI 51-101 will be contained in Birchcliff’s annual information form for the year ended December 31, 2024, which is expected to be filed on SEDAR+ (www.sedarplus.ca) on March 12, 2025.

    In some of the tables below, numbers may not add due to rounding. The estimates of future net revenue contained herein do not represent fair market value. For additional information regarding the presentation of Birchcliff’s reserves disclosure contained herein, see “Presentation of Oil and Gas Reserves” and “Advisories” in this press release.

    Reserves Summary

    The following table summarizes the estimates of Birchcliff’s gross reserves at December 31, 2024 and December 31, 2023, estimated using the forecast price and cost assumptions in effect as at the effective date of the applicable reserves evaluation:

    Reserves Category December 31, 2024
    (Mboe)
      December 31, 2023(1)
    (Mboe)
      % Change  
    Proved Developed Producing 217,076   220,536   (2)  
    Total Proved 667,390   691,886   (4)  
    Total Proved Plus Probable 969,636   993,897   (2)  

    (1)  Deloitte prepared an independent evaluation of the Corporation’s reserves effective December 31, 2023 as contained in their report dated February 14, 2024 (the “2023 Deloitte Report”). The forecast commodity prices, inflation and exchange rates utilized in the 2023 Deloitte Report were computed using the average of forecasts from Deloitte, McDaniel, GLJ and Sproule effective January 1, 2024 (the “2023 Price Forecast”).

    The following table sets forth Birchcliff’s light crude oil and medium crude oil, conventional natural gas, shale gas and NGLs reserves at December 31, 2024, estimated using the 2024 Price Forecast:

    Reserves Category Light Crude Oil and
    Medium Crude Oil
    Conventional
    Natural Gas
    Shale Gas NGLs(1) Total Oil Equivalent
    Gross
    (Mbbls)
    Net
    (Mbbls)
    Gross
    (MMcf)
    Net
    (MMcf)
    Gross
    (MMcf)
    Net
    (MMcf)
    Gross
    (Mbbls)
    Net
    (Mbbls)
    Gross
    (Mboe)
    Net
    (Mboe)
    Proved                  
      Developed Producing 4,889 3,946 6,051 5,707 1,053,238 971,102 35,639 29,058 217,076 195,805
      Developed Non-Producing 9 9 0 0 4,840 4,537 239 203 1,054 968
      Undeveloped 7,089 5,747 2,858 2,625 2,320,235 2,094,569 54,988 42,966 449,259 398,246
    Total Proved 11,987 9,701 8,909 8,332 3,378,312 3,070,208 90,866 72,227 667,390 595,019
    Total Probable 9,083 6,933 5,270 4,911 1,442,846 1,272,820 51,811 39,640 302,246 259,529
    Total Proved Plus Probable 21,070 16,635 14,179 13,243 4,821,158 4,343,028 142,676 111,868 969,636 854,547

    (1)  NGLs includes condensate.

    Net Present Values of Future Net Revenue

    The following table sets forth the net present values of future net revenue attributable to Birchcliff’s reserves at December 31, 2024, estimated using the 2024 Price Forecast, before deducting future income tax expenses and calculated at various discount rates:

    Reserves Category Before Income Taxes Discounted At (%/year)   Unit Value
    Discounted
    at 10%/year

    ($/boe)(1)
    0
    ($000s)
    5
    ($000s)
    10
    ($000s)
    15
    ($000s)
    20
    ($000s)
     
    Proved              
    Developed Producing 3,670,971 2,851,081 2,277,750 1,892,104 1,621,811   11.63
    Developed Non-Producing 13,717 9,900 7,499 5,888 4,750   7.75
    Undeveloped 7,083,864 3,707,943 2,073,919 1,199,557 694,944   5.21
    Total Proved 10,768,552 6,568,924 4,359,168 3,097,549 2,321,504   7.33
    Total Probable 6,210,051 2,553,082 1,204,663 632,630 361,133   4.64
    Total Proved Plus Probable 16,978,602 9,122,005 5,563,831 3,730,179 2,682,638   6.51

    (1)   Unit values are based on net reserves volumes.

    Net Asset Value

    Net asset value reflects the estimated long-term fair value of Birchcliff’s underlying reserves assets after settling its outstanding financial obligations at a point in time. The net present value of the Corporation’s reserves can vary significantly depending on the oil and natural gas price assumptions used by Deloitte and assumes only the reserves identified in the applicable reserves report, with no further acquisitions or incremental development.

    The following table sets forth Birchcliff’s net asset value for its PDP, total proved and total proved plus probable reserves for the periods indicated:

    ($000s, except per share amounts) Proved Developed Producing Total Proved Total Proved Plus Probable
    As at December 31,   2024     2023     2024     2023     2024     2023  
    Reserves, NPV10%(1)   2,277,750     2,620,064     4,359,168     5,405,617     5,563,831     6,835,417  
    Total debt(2)   (535,557 )   (382,306 )   (535,557 )   (382,306 )   (535,557 )   (382,306 )
    Unexercised securities(3)   34,961     16,717     34,961     16,717     34,961     16,717  
    Net asset value(4)(5)   1,777,154     2,254,475     3,858,572     5,040,028     5,063,235     6,469,828  
    Net asset value (per common share)(4)(5)(6) $6.35   $8.22   $13.79   $18.38   $18.09   $23.60  

    (1)  Represents the net present value of the future net revenue (before income taxes, discounted at 10%) of Birchcliff’s PDP, total proved and total proved plus probable reserves, as applicable, as estimated by Deloitte effective December 31, 2024 and December 31, 2023, using forecast prices and costs.

    (2)  Capital management measure. See “Non-GAAP and Other Financial Measures”.

    (3)  Represents the value of unexercised in-the-money stock options and performance warrants outstanding at the end of the year. The closing trading price on the TSX of Birchcliff’s common shares on December 31, 2024 and December 29, 2023 was $5.42 and $5.78, respectively.

    (4)  Excludes any value from undeveloped land and seismic.

    (5)  Net asset value is a non-GAAP financial measure and net asset value per common share is a non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (6) For 2024, based on 279.9 million common shares, which includes 271.3 million basic common shares outstanding at December 31, 2024 and 8.6 million dilutive common shares from unexercised in-the-money stock options and performance warrants outstanding at December 31, 2024. For 2023, based on 274.2 million common shares, which includes 267.2 million basic common shares outstanding at December 31, 2023 and 7.0 million dilutive common shares from unexercised in-the-money stock options and performance warrants outstanding at December 31, 2023.

    Net asset value decreased in all categories of reserves in 2024 as compared to 2023 primarily due to lower forecast prices in the 2024 Price Forecast compared to the 2023 Price Forecast, including an AECO price decrease of approximately 20% for 2025 through 2027 and approximately 11% thereafter.

    Pricing Assumptions

    The following table sets forth the 2024 Price Forecast used in the Deloitte Report:

    Year Crude Oil
      Natural Gas(1)
      NGLs
    Currency Exchange Rate (US$/CDN$) Price and Cost Inflation Rates
    (%)
                                       
    WTI at Cushing Oklahoma (US$/bbl) Edmonton City Gate (CDN$/bbl) Alberta AECO
    Average Price
    (CDN$/Mcf)
    Ontario Dawn
    Reference Point
    (CDN$/Mcf)
    NYMEX Henry Hub
    (US$/Mcf)
    Edmonton Ethane
    (CDN$/bbl)
    Edmonton Propane (CDN$/bbl) Edmonton Butane (CDN$/bbl) Edmonton Pentanes + Condensate (CDN$/bbl)
    2025 71.19   94.00   2.35   4.28   3.30   7.27   32.05   48.68   98.02   0.714 0.0
    2026 73.20   94.84   3.32   4.83   3.76   10.40   31.19   47.43   97.60   0.731 2.0
    2027 74.54   95.28   3.52   4.94   3.93   11.04   31.28   47.63   97.43   0.736 2.0
    2028 76.28   96.40   3.69   5.05   4.01   11.61   31.70   48.26   98.60   0.758 2.0
    2029 77.81   98.33   3.77   5.14   4.10   11.85   32.33   49.22   100.58   0.758 2.0
    2030 79.37   100.30   3.84   5.25   4.17   12.08   32.98   50.20   102.57   0.758 2.0
    2031 80.96   102.31   3.92   5.34   4.25   12.34   33.64   51.21   104.63   0.758 2.0
    2032 82.57   104.36   3.99   5.46   4.34   12.58   34.31   52.24   106.73   0.758 2.0
    2033 84.22   106.44   4.08   5.58   4.43   12.85   35.00   53.27   108.86   0.758 2.0
    2034 85.91   108.57   4.16   5.68   4.52   13.10   35.69   54.35   111.04   0.758 2.0
    2035 87.63   110.74   4.24   5.80   4.61   13.37   36.41   55.43   113.27   0.758 2.0
    2036 89.38   112.95   4.33   5.93   4.69   13.64   37.14   56.54   115.52   0.758 2.0
    2037 91.17   115.21   4.42   6.03   4.79   13.91   37.88   57.67   117.84   0.758 2.0
    2038 92.99   117.51   4.51   6.14   4.88   14.19   38.63   58.83   120.20   0.758 2.0
    2039 94.85   119.86   4.59   6.28   4.99   14.47   39.41   60.00   122.60   0.758 2.0
    2040 96.75   122.26   4.68   6.41   5.09   14.76   40.20   61.20   125.05   0.758 2.0
    2041 98.69   124.71   4.78   6.54   5.19   15.05   41.00   62.43   127.56   0.758 2.0
    2042 100.66   127.20   4.87   6.67   5.29   15.35   41.82   63.68   130.10   0.758 2.0
    2043 102.67   129.75   4.97   6.81   5.39   15.66   42.66   64.94   132.71   0.758 2.0
    2044 104.72   132.34   5.07   6.93   5.51   15.98   43.51   66.24   135.36   0.758 2.0
    2044+ 2.0%   2.0%   2.0%   2.0%   2.0%   2.0%   2.0%   2.0%   2.0%   0.758 2.0

    (1)  1 Mcf = 1 MMBtu.

    Reconciliation of Changes in Reserves

    The following table sets forth the reconciliation of Birchcliff’s gross reserves at December 31, 2024 as set forth in the Deloitte Report, estimated using the 2024 Price Forecast, to Birchcliff’s gross reserves at December 31, 2023:

    Factors Light Crude Oil
    and

    Medium Crude
    Oil

    (Mbbls)
    Conventional
    Natural Gas

    (MMcf)
    Shale Gas
    (MMcf)
    NGLs(8)
    (Mbbls)
    Oil Equivalent
    (Mboe)
    GROSS TOTAL PROVED          
    Opening balance December 31, 2023 14,460   10,251   3,493,022   93,547   691,886  
    Extensions and Improved Recovery(1) 0   0   58,875   2,287   12,099  
    Technical Revisions(2) (1,724 ) 2,244   (37,966 ) (2,022 ) (9,699 )
    Discoveries(3) 0   0   0   0   0  
    Acquisitions(4) 0   0   18,193   1,633   4,665  
    Dispositions(5) 0   0   0   0   0  
    Economic Factors(6) (12 ) (2,746 ) (15,923 ) (367 ) (3,491 )
    Production(7) (738 ) (840 ) (137,889 ) (4,211 ) (28,070 )
    Closing balance December 31, 2024 11,987   8,909   3,378,312   90,866   667,390  
    GROSS TOTAL PROBABLE
    Opening balance December 31, 2023 10,088   5,666   1,438,587   51,213   302,011  
    Extensions and Improved Recovery(1) 0   0   9,320   1,602   3,155  
    Technical Revisions(2) (1,003 ) (2,604 ) (33,104 ) (3,347 ) (10,301 )
    Discoveries(3) 0   0   0   0   0  
    Acquisitions(4) 0   0   24,508   2,296   6,381  
    Dispositions(5) 0   0   0   0   0  
    Economic Factors(6) (2 ) 2,208   3,535   45   1,000  
    Production(7) 0   0   0   0   0  
    Closing balance December 31, 2024 9,083   5,270   1,442,846   51,811   302,246  
    GROSS TOTAL PROVED PLUS PROBABLE
    Opening balance December 31, 2023 24,549   15,917   4,931,609   144,760   993,897  
    Extensions and Improved Recovery(1) 0   0   68,195   3,888   15,254  
    Technical Revisions(2) (2,727 ) (361 ) (71,069 ) (5,369 ) (20,000 )
    Discoveries(3) 0   0   0   0   0  
    Acquisitions(4) 0   0   42,701   3,929   11,046  
    Dispositions(5) 0   0   0   0   0  
    Economic Factors(6) (14 ) (538 ) (12,389 ) (322 ) (2,490 )
    Production(7) (738 ) (840 ) (137,889 ) (4,211 ) (28,070 )
    Closing balance December 31, 2024 21,070   14,179   4,821,158   142,676   969,636  

    (1)  Additions to volumes resulting from capital expenditures for: (i) step-out drilling in previously discovered reservoirs; (ii) infill drilling in previously discovered reservoirs that were not drilled as part of an enhanced recovery scheme; and (iii) the installation of improved recovery schemes.

    (2)  Positive or negative volume revisions to an estimate resulting from new technical data or revised interpretations on previously assigned volumes, performance and operating costs. This category also includes revisions resulting from well locations combined or removed as part of an updated development plan.

    (3)  Additions to volumes in reservoirs where no reserves were previously booked.

    (4)  Positive additions to volume estimates because of purchasing interests in oil and gas properties.

    (5)  Reductions in volume estimates because of selling all or a portion of an interest in oil and gas properties.

    (6)  Changes to volumes resulting from different price forecasts, inflation rates and regulatory changes.

    (7)  Reductions in the volume estimates due to actual production.

    (8)  NGLs includes condensate.

    Key highlights include the following:

    • Extensions and Improved Recovery
      • Reserves were added from 27 wells brought on production pursuant to the Corporation’s successful 2024 capital program. The 2024 program was focused in Birchcliff’s core areas in Pouce Coupe and Gordondale, converting proved and probable undeveloped reserves into PDP reserves.
    • Technical Revisions
      • The technical revisions in all reserves categories for light crude oil and medium crude oil were primarily the result of: (i) higher gas-to-oil ratios for existing producing oil wells in the southeast area in Gordondale; and (ii) potential future drilling location adjustments based on offsetting well performance.
      • The technical revisions in all reserves categories for conventional natural gas were primarily the result of existing well performance.
      • The technical revisions in all reserves categories for shale gas were primarily the result of:

    (i) an updated reserves forecast for existing wells based on historical performance, which included a reduction in the reserves attributable to 56 existing high-density producing wells that were drilled from 2019 to 2023. The Corporation does not expect that the technical revisions relating to these wells will negatively impact future reserves booked for other existing or future wells;

    (ii) an updated full-field development plan, which included the combining or removal of multiple proved and probable potential future drilling locations, resulting in the removal of 10 proved undeveloped locations and 3 probable locations; and

    (iii) an updated reserves forecast for various potential future drilling locations in the Lower Montney in Gordondale as a result of an increase in the reserves attributable to such future locations due to the continued outperformance of existing wells in the area.

    • The technical revisions in all reserves categories for NGLs were primarily the result of: (i) a reduction in shale gas volumes; and (ii) reduced NGLs recoveries at the Corporation’s owned and/or operated natural gas processing plants in Pouce Coupe and Gordondale. The reduced NGLs recoveries were partially offset by reduced natural gas shrinkage.
    • Acquisitions
      • Changes were the result of various accretive acquisitions completed by Birchcliff in the Pouce Coupe and Gordondale areas in 2024.
    • Economic Factors
      • The forecast prices for each product type were generally lower in the 2024 Price Forecast than the 2023 Price Forecast, which resulted in the economic limit at the end of a well’s life being achieved earlier and therefore a reduction of the reserves volumes in the total proved and total proved plus probable categories.

    Future Development Costs

    Future development costs (“FDC”) reflect Deloitte’s best estimate of what it will cost to bring the proved and proved plus probable reserves on production. Changes in forecast FDC occur annually as a result of development activities, acquisition and disposition activities and capital cost estimates. The following table sets forth development costs deducted in the estimation of Birchcliff’s future net revenue attributable to the reserves categories noted below, estimated using the 2024 Price Forecast:

    Year Proved
    ($000s)
    Proved Plus Probable
    ($000s)
    2025 198,395 215,960
    2026 355,662 374,083
    2027 424,921 455,059
    2028 895,366 895,366
    2029 644,546 645,166
    Thereafter 849,599 2,299,368
    Total undiscounted 3,368,489 4,885,002

    FDC for proved reserves on an FD&A basis decreased to $3.37 billion at December 31, 2024 from $3.46 billion at December 31, 2023. FDC for proved plus probable reserves on an FD&A basis decreased to $4.89 billion at December 31, 2024 from $4.97 billion at December 31, 2023. The FDC to drill, case, complete, equip and tie-in for future locations in Birchcliff’s Pouce Coupe and Gordondale areas ($5.9 million per well) did not change from December 31, 2023 to December 31, 2024.

    The FDC for both proved and proved plus probable reserves are primarily the capital costs required to drill, case, complete, equip and tie-in the net undeveloped locations. The estimates of FDC on a proved and proved plus probable basis also include approximately $320 million (unescalated) for the continued expansion of the Pouce Coupe Gas Plant from the existing 340 MMcf/d to 660 MMcf/d of total throughput. The FDC for the expansion of the Pouce Coupe Gas Plant also include the costs of the related gathering pipelines and maintenance capital.

    F&D and FD&A Costs

    The following table sets forth Birchcliff’s F&D and FD&A costs for its PDP, total proved and total proved plus probable reserves for the three previous financial years, including FDC:

      2024(2) 2023 2022 3-Year Average
    F&D costs ($/boe)(1)        
    Proved Developed Producing 11.52(3) 13.16 10.24 11.43
    Total Proved n/a(4) 16.02 82.02 29.43
    Total Proved Plus Probable n/a(4) 24.90 n/a(5) 110.72
    FD&A costs ($/boe)(1)        
    Proved Developed Producing 11.42(6) 13.06 10.25 11.38
    Total Proved 53.86(7) 13.79 78.96 23.24
    Total Proved Plus Probable 50.39(8) 20.97 n/a(5) 49.27

    (1)  See “Advisories – Oil and Gas Metrics” for a description of the methodology used to calculate F&D and FD&A costs.

    (2)  Birchcliff’s F&D and FD&A capital expenditures were $273.1 million and $281.0 million, respectively, in 2024. Birchcliff’s F&D and FD&A capital expenditures included $18.8 million spent on strategics priorities in the Corporation’s Elmworth area for which there was no production or reserves assigned at year-end 2024.

    (3)  Birchcliff added 23.7 MMboe of PDP reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other PDP reserves adjustments in 2024, excluding acquisitions and dispositions.

    (4)  Birchcliff’s proved and proved plus probable reserves decreased in 2024, after adding back 2024 actual production of 28.1 MMboe. As a result of the year-over-year decrease in proved and proved plus probable reserves, the calculation for F&D costs for these reserves categories was not applicable in 2024.

    (5)  Birchcliff’s proved plus probable reserves decreased in 2022, after adding back 2022 actual production of 28.1 MMboe. As a result of the year-over-year decrease in proved plus probable reserves, the calculations for F&D and FD&A costs for this reserves category were not applicable in 2022.

    (6)  Birchcliff added 24.6 MMboe of PDP reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other PDP reserves adjustments in 2024.

    (7)  Includes the 2024 decrease in FDC from 2023 of $88.5 million on a proved basis. Birchcliff added 3.6 MMboe of proved reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other proved reserves adjustments in 2024.

    (8)  Includes the 2024 decrease in FDC from 2023 of $89.0 million on a proved plus probable basis. Birchcliff added 3.8 MMboe of proved plus probable reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other proved plus probable reserves adjustments in 2024.

    Recycle Ratios

    The following table sets forth Birchcliff’s F&D and FD&A operating netback recycle ratios for its PDP, total proved and total proved plus probable reserves for the three previous financial years, including FDC:

      2024 2023 2022 3-Year Average
    F&D operating netback recycle ratio(1)(2)        
    Proved Developed Producing 1.0x 1.1x 3.2x 1.7x
    Total Proved n/a(3) 0.9x 0.4x 0.7x
    Total Proved Plus Probable n/a(3) 0.6x n/a(4) 0.2x
    FD&A operating netback recycle ratio(1)(2)        
    Proved Developed Producing 1.0x 1.1x 3.2x 1.7x
    Total Proved 0.2x 1.1x 0.4x 0.8x
    Total Proved Plus Probable 0.2x 0.7x n/a(4) 0.4x

    (1)  Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (2)  Birchcliff’s operating netback was $11.02/boe in 2024 as compared to $14.74/boe in 2023 and $32.85/boe in 2022. Operating netback is a non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.

    (3)  As a result of the year-over-year decrease in proved and proved plus probable reserves, the calculation for F&D operating netback recycle ratio for these reserves categories was not applicable in 2024.

    (4)  As a result of the year-over-year decrease in proved plus probable reserves, the calculations for F&D and FD&A operating netback recycle ratio for this reserves category were not applicable in 2022.

    Reserves Replacement

    The following table sets forth Birchcliff’s 2024 reserves replacement on an F&D and FD&A basis for its PDP, total proved and total proved plus probable reserves:

    Reserves Category 2024 F&D Reserves Replacement(1)  2024 FD&A Reserves Replacement(1) 
    Proved Developed Producing 84 % 88 %
    Total Proved n/a(2) 13 %
    Total Proved Plus Probable n/a(2) 14 %

    (1)  See “Advisories – Oil and Gas Metrics” for a description of the methodology used to calculate reserves replacement.

    (2)  As a result of the 1.1 MMboe and 7.2 MMboe decrease in Birchcliff’s proved and proved plus probable reserves, respectively, in 2024, after adding back 2024 actual production of 28.1 MMboe, the calculation for F&D reserves replacement for theses reserves categories was not applicable in 2024.

    Reserves Life Index

    The following table sets forth Birchcliff’s reserves life index for its PDP, total proved and total proved plus probable reserves at December 31, 2024:

    Reserves Category Reserves Life Index(1)  
    Proved Developed Producing 7.7 years  
    Total Proved 23.6 years  
    Total Proved Plus Probable 34.3 years  

    (1)  See “Advisories – Oil and Gas Metrics” for a description of the methodology used to calculate reserves life index.

    ABBREVIATIONS

    AECO benchmark price for natural gas determined at the AECO ‘C’ hub in southeast Alberta
    bbl barrel
    bbls barrels
    bbls/d barrels per day
    BD/UM Basal Doig/Upper Montney
    boe barrel of oil equivalent
    boe/d barrel of oil equivalent per day
    condensate pentanes plus (C5+)
    F&D finding and development
    FD&A finding, development and acquisition
    G&A general and administrative
    GAAP generally accepted accounting principles for Canadian public companies, which are currently International Financial Reporting Standards as issued by the International Accounting Standards Board
    GJ/d gigajoules per day
    HH Henry Hub
    IP initial production
    LNG liquefied natural gas
    Mbbls thousand barrels
    Mboe thousand barrels of oil equivalent
    Mcf thousand cubic feet
    Mcf/d thousand cubic feet per day
    MMboe million barrels of oil equivalent
    MMBtu million British thermal units
    MMBtu/d million British thermal units per day
    MMcf million cubic feet
    MMcf/d million cubic feet per day
    NGLs natural gas liquids consisting of ethane (C2), propane (C3) and butane (C4) and, except where otherwise noted, excludes condensate
    NPV net present value
    NYMEX New York Mercantile Exchange
    OPEC Organization of the Petroleum Exporting Countries
    PDP proved developed producing
    Q quarter
    TSX Toronto Stock Exchange
    WTI West Texas Intermediate, the reference price paid in U.S. dollars at Cushing, Oklahoma, for crude oil of standard grade
    000s thousands
    $000s thousands of dollars
       

    NON-GAAP AND OTHER FINANCIAL MEASURES

    This press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” (as such terms are defined in NI 52-112), which are described in further detail below.

    Non-GAAP Financial Measures

    NI 52-112 defines a non-GAAP financial measure as a financial measure that: (i) depicts the historical or expected future financial performance, financial position or cash flow of an entity; (ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity; (iii) is not disclosed in the financial statements of the entity; and (iv) is not a ratio, fraction, percentage or similar representation. The non-GAAP financial measures used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Investors are cautioned that non-GAAP financial measures should not be construed as alternatives to or more meaningful than the most directly comparable GAAP financial measures as indicators of Birchcliff’s performance. Set forth below is a description of the non-GAAP financial measures used in this press release.

    Adjusted Funds Flow and Free Funds Flow

    Birchcliff defines “adjusted funds flow” as cash flow from operating activities before the effects of decommissioning expenditures, retirement benefit payments and changes in non-cash operating working capital. Birchcliff eliminates settlements of decommissioning expenditures from cash flow from operating activities as the amounts can be discretionary and may vary from period to period depending on its capital programs and the maturity of its operating areas. The settlement of decommissioning expenditures is managed with Birchcliff’s capital budgeting process which considers available adjusted funds flow. Birchcliff eliminates retirement benefit payments from cash flow from operating activities as such payments reflect costs for past service and contributions made by eligible executives under the Corporation’s post-employment benefit plan, which are not indicative of the current period. Changes in non-cash operating working capital are eliminated in the determination of adjusted funds flow as the timing of collection and payment are variable and by excluding them from the calculation, the Corporation believes that it is able to provide a more meaningful measure of its operations and ability to generate cash on a continuing basis. Management believes that adjusted funds flow assists management and investors in assessing Birchcliff’s financial performance after deducting all operating and corporate cash costs, as well as its ability to generate the cash necessary to fund sustaining and/or growth capital expenditures, repay debt, settle decommissioning obligations, buy back common shares and pay dividends.

    Birchcliff defines “free funds flow” as adjusted funds flow less F&D capital expenditures. Management believes that free funds flow assists management and investors in assessing Birchcliff’s ability to generate shareholder value and returns through a number of initiatives, including but not limited to, debt repayment, common share buybacks, the payment of common share dividends, acquisitions and other opportunities that would complement or otherwise improve the Corporation’s business and enhance long-term shareholder value.

    The most directly comparable GAAP financial measure to adjusted funds flow and free funds flow is cash flow from operating activities. The following table provides a reconciliation of cash flow from operating activities to adjusted funds flow and free funds flow for the periods indicated:

      Three months ended
    December 31,
       Twelve months ended
    December 31,
     
    ($000s) 2024   2023   2024   2023  
    Cash flow from operating activities 45,641   79,006   203,710   320,529  
    Change in non-cash operating working capital 25,278   (6,248 ) 17,269   (19,477 )
    Decommissioning expenditures 919   1,457   1,964   3,775  
    Retirement benefit payments –   2,000   13,851   2,000  
    Adjusted funds flow 71,838   76,215   236,794   306,827  
    F&D capital expenditures (58,310 ) (58,166 ) (273,084 ) (304,637 )
    Free funds flow 13,528   18,049   (36,290 ) 2,190  

    Transportation and Other Expense

    Birchcliff defines “transportation and other expense” as transportation expense plus marketing purchases less marketing revenue. Birchcliff may enter into certain marketing purchase and sales arrangements with the objective of reducing any unused transportation or fractionation fees associated with its take-or-pay commitments and/or increasing the value of its production through value-added downstream initiatives. Management believes that transportation and other expense assists management and investors in assessing Birchcliff’s total cost structure related to transportation and marketing activities.

    The most directly comparable GAAP financial measure to transportation and other expense is transportation expense. The following table provides a reconciliation of transportation expense to transportation and other expense for the periods indicated:

      Three months ended
    December 31,

      Twelve months ended
    December 31,

     
    ($000s) 2024   2023   2024   2023  
    Transportation expense 36,722   38,509   149,534   152,828  
    Marketing purchases 14,905   8,928   51,496   34,772  
    Marketing revenue (14,083 ) (8,532 ) (54,069 ) (30,521 )
    Transportation and other expense 37,544   38,905   146,961   157,079  

    Operating Netback

    Birchcliff defines “operating netback” as petroleum and natural gas revenue less royalty expense, operating expense and transportation and other expense. Management believes that operating netback assists management and investors in assessing Birchcliff’s operating profits after deducting the cash costs that are directly associated with the sale of its production, which can then be used to pay other corporate cash costs or satisfy other obligations.

    The following table provides a breakdown of Birchcliff’s operating netback for the periods indicated:

      Three months ended
      Twelve months ended
     
      December 31,
      December 31,
     
    ($000s) 2024   2023   2024   2023   2022  
    Petroleum and natural gas revenue 153,741   183,295   586,856   740,359   1,340,180  
    Royalty expense (9,033 ) (19,400 ) (39,608 ) (70,257 ) (161,226 )
    Operating expense (20,758 ) (26,808 ) (90,890 ) (105,809 ) (101,581 )
    Transportation and other expense (37,544 ) (38,905 ) (146,961 ) (157,079 ) (154,924 )
    Operating netback 86,406   98,182   309,397   407,214   922,449  

    FD&A and Total Capital Expenditures

    Birchcliff defines “FD&A capital expenditures” as exploration and development expenditures, less dispositions, plus acquisitions (if any). Birchcliff defines “total capital expenditures” as FD&A capital expenditures plus administrative assets. Management believes that FD&A capital expenditures and total capital expenditures assist management and investors in assessing Birchcliff’s overall capital cost structure associated with its petroleum and natural gas activities.

    The most directly comparable GAAP financial measure to FD&A capital expenditures and total capital expenditures is exploration and development expenditures. The following table provides a reconciliation of exploration and development expenditures to FD&A capital expenditures and total capital expenditures for the periods indicated:

      Three months ended
      Twelve months ended
     
      December 31,
      December 31,
     
    ($000s) 2024   2023   2024   2023  
    Exploration and development expenditures(1) 58,310   58,166   273,084   304,637  
    Acquisitions 8,076   2   8,169   190  
    Dispositions (100 ) (10 ) (258 ) (87 )
    FD&A capital expenditures 66,286   58,158   280,995   304,740  
    Administrative assets 387   1,383   1,750   3,176  
    Total capital expenditures 66,673   59,541   282,745   307,916  

    (1)  Disclosed as F&D capital expenditures elsewhere in this press release. See “Advisories – F&D Capital Expenditures”.

    Net Asset Value

    Birchcliff defines “net asset value” as property, plant and equipment, plus reserves premium adjustment (less reserves discount adjustment) for its PDP, total proved and total proved plus probable reserves (as the case may be), less total debt and plus the value of unexercised in-the-money stock options and performance warrants outstanding at the end of the period. Management believes that net asset value assists management and investors in assessing the long-term fair value of Birchcliff’s underlying reserves assets after settling its outstanding financial obligations.

    The most directly comparable GAAP financial measure to net asset value is property, plant and equipment. The following table provides a reconciliation of property, plant and equipment to net asset value for the periods indicated:

      Proved Developed Producing Total Proved Total Proved Plus Probable
    As at December 31, ($000s) 2024   2023   2024   2023   2024   2023  
    Property, plant and equipment 3,218,506   3,055,958   3,218,506   3,055,958   3,218,506   3,055,958  
    Reserves premium (discount) adjustment(1) (940,756 ) (435,894 ) 1,140,662   2,349,659   2,345,325   3,779,459  
    Total debt (535,557 ) (382,306 ) (535,557 ) (382,306 ) (535,557 ) (382,306 )
    Unexercised securities 34,961   16,717   34,961   16,717   34,961   16,717  
    Net asset value 1,777,154   2,254,475   3,858,572   5,040,028   5,063,235   6,469,828  

    (1)  Represents the premium or discount, as the case may be, between the net present value of future net revenue (before income taxes, discounted at 10%) of Birchcliff’s PDP, total proved and total proved plus probable reserves, as the case may be, and the property, plant and equipment disclosed on the financial statements.

    Effective Sales – Total Corporate, Total Natural Gas, AECO Market and NYMEX HH Market

    Birchcliff defines “effective sales” in the AECO market and NYMEX HH market as the sales amount received from the production of natural gas that is effectively attributed to the AECO and NYMEX HH market pricing, respectively, and does not consider the physical sales delivery point in each case. Effective sales in the NYMEX HH market includes realized gains and losses on financial instruments and excludes the notional fixed basis costs associated with the underlying financial contract in the period. Birchcliff defines “effective total natural gas sales” as the aggregate of the effective sales amount received in each natural gas market. Birchcliff defines “effective total corporate sales” as the aggregate of the effective total natural gas sales and the sales amount received from the production of light oil, condensate and NGLs. Management believes that disclosing the effective sales for each natural gas market assists management and investors in assessing Birchcliff’s natural gas diversification and commodity price exposure to each market.

    The most directly comparable GAAP financial measure to effective total natural gas sales and effective total corporate sales is natural gas sales. The following table provides a reconciliation of natural gas sales to effective total natural gas sales and effective total corporate sales for the periods indicated:

      Three months ended
     
      December 31,
     
    ($000s) 2024 2023  
    Natural gas sales 79,615 99,957  
    Realized gain (loss) on financial instruments 12,022 (2,583 )
    Notional fixed basis costs(1) 21,490 20,802  
    Effective total natural gas sales 113,127 118,176  
    Light oil sales 17,450 15,180  
    Condensate sales 37,985 49,135  
    NGLs sales 18,679 18,977  
    Effective total corporate sales 187,241 201,468  

    (1)  Reflects the aggregate notional fixed basis cost associated with Birchcliff’s financial and physical NYMEX HH/AECO 7A basis swap contracts in the period.

    Non-GAAP Ratios

    NI 52-112 defines a non-GAAP ratio as a financial measure that: (i) is in the form of a ratio, fraction, percentage or similar representation; (ii) has a non-GAAP financial measure as one or more of its components; and (iii) is not disclosed in the financial statements of the entity. The non-GAAP ratios used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Set forth below is a description of the non-GAAP ratios used in this press release.

    Adjusted Funds Flow Per Boe and Adjusted Funds Flow Per Basic Common Share

    Birchcliff calculates “adjusted funds flow per boe” as aggregate adjusted funds flow in the period divided by the production (boe) in the period. Management believes that adjusted funds flow per boe assists management and investors in assessing Birchcliff’s financial profitability and sustainability on a cash basis by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

    Birchcliff calculates “adjusted funds flow per basic common share” as aggregate adjusted funds flow in the period divided by the weighted average basic common shares outstanding at the end of the period. Management believes that adjusted funds flow per basic common share assists management and investors in assessing Birchcliff’s financial strength on a per common share basis.

    Free Funds Flow Per Basic Common Share

    Birchcliff calculates “free funds flow per basic common share” as aggregate free funds flow in the period divided by the weighted average basic common shares outstanding at the end of the period. Management believes that free funds flow per basic common share assists management and investors in assessing Birchcliff’s financial strength and its ability to deliver shareholder returns on a per common share basis.

    Transportation and Other Expense Per Boe

    Birchcliff calculates “transportation and other expense per boe” as aggregate transportation and other expense in the period divided by the production (boe) in the period. Management believes that transportation and other expense per boe assists management and investors in assessing Birchcliff’s cost structure as it relates to its transportation and marketing activities by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

    Operating Netback Per Boe

    Birchcliff calculates “operating netback per boe” as aggregate operating netback in the period divided by the production (boe) in the period. Operating netback per boe is a key industry performance indicator and one that provides investors with information that is commonly presented by other oil and natural gas producers. Management believes that operating netback per boe assists management and investors in assessing Birchcliff’s operating profitability and sustainability by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

    Operating Netback Recycle Ratio

    Birchcliff calculates “operating netback recycle ratio” as operating netback per boe in the period divided by F&D or FD&A costs, as the case may be, for its PDP, proved and proved plus probable reserves, as the case may be, in the period. Management believes that operating netback recycle ratio assists management and investors in assessing Birchcliff’s ability to profitably find and develop its PDP, proved and proved plus probable reserves.

    Net Asset Value Per Common Share

    Birchcliff calculates “net asset value per common share” as the net asset value in each category of reserves divided by the aggregate of the basic common shares outstanding and in-the-money dilutive common shares attributable to stock options and performance warrants outstanding at the end of the period. Management believes that net asset value per common share assists management and investors in comparing Birchcliff’s common share trading price to the underlying fair market value of its net assets on a per common share basis.

    Effective Average Realized Sales Price – Total Corporate, Total Natural Gas, AECO Market and NYMEX HH Market

    Birchcliff calculates “effective average realized sales price” as effective sales, in each of total corporate, total natural gas, AECO market and NYMEX HH market, as the case may be, divided by the effective production in each of the markets during the period. Management believes that disclosing the effective average realized sales price for each natural gas market assists management and investors in comparing Birchcliff’s commodity price realizations in each natural gas market on a per unit basis.

    Capital Management Measures

    NI 52-112 defines a capital management measure as a financial measure that: (i) is intended to enable an individual to evaluate an entity’s objectives, policies and processes for managing the entity’s capital; (ii) is not a component of a line item disclosed in the primary financial statements of the entity; (iii) is disclosed in the notes to the financial statements of the entity; and (iv) is not disclosed in the primary financial statements of the entity. Set forth below is a description of the capital management measure used in this press release.

    Total Debt

    Birchcliff calculates “total debt” at the end of the period as the amount outstanding under the Corporation’s Credit Facilities plus working capital deficit (less working capital surplus) plus the fair value of the current asset portion of financial instruments less the fair value of the current liability portion of financial instruments and less the current portion of other liabilities discounted to the end of the period. The current portion of other liabilities has been excluded from total debt as these amounts have not been incurred and reflect future commitments in the normal course of operations. Management believes that total debt assists management and investors in assessing Birchcliff’s overall liquidity and financial position at the end of the period. The following table provides a reconciliation of the amount outstanding under the Credit Facilities, as determined in accordance with GAAP, to total debt for the periods indicated:

    As at December 31, ($000s) 2024   2023  
    Revolving term credit facilities 566,857   372,097  
    Working capital deficit (surplus)(1) (88,953 ) 10,522  
    Fair value of financial instruments – asset(2) 71,038   3,588  
    Fair value of financial instruments – liability(2) –   (1,394 )
    Other liabilities(2) (13,385 ) (2,507 )
    Total debt 535,557   382,306  

    (1)  Current liabilities less current assets.

    (2)  Reflects the current portion only.

    PRESENTATION OF OIL AND GAS RESERVES

    Deloitte prepared the Deloitte Report and the 2023 Deloitte Report. In addition, Deloitte prepared a reserves evaluation in respect of Birchcliff’s oil and natural gas properties effective December 31, 2022. Such evaluations were prepared in accordance with the standards contained in NI 51-101 and the COGE Handbook that were in effect at the relevant time. Reserves estimates stated herein are extracted from the relevant evaluation.

    There are numerous uncertainties inherent in estimating quantities of oil, natural gas and NGLs (including condensate) reserves and the future net revenue attributed to such reserves. The reserves and associated future net revenue information set forth in this press release are estimates only. In general, estimates of economically recoverable oil, natural gas and NGLs reserves and the future net revenue therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserves recovery, the timing and amount of capital expenditures, marketability of oil, natural gas and NGLs, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary materially from actual results. For these reasons, estimates of the economically recoverable oil, natural gas and NGLs reserves attributable to any particular group of properties, the classification of such reserves based on risk of recovery and estimates of future net revenue associated with reserves prepared by different engineers, or by the same engineer at different times, may vary. Birchcliff’s actual production, revenue, taxes and development and operating expenditures with respect to its reserves will vary from estimates thereof and such variations could be material.

    It should not be assumed that the undiscounted or discounted net present value of future net revenue attributable to the Corporation’s reserves estimated by the Corporation’s independent qualified reserves evaluator represent the fair market value of those reserves. There is no assurance that the forecast prices and costs assumptions will be attained and variances could be material. Actual oil, natural gas and NGLs reserves may be greater than or less than the estimates provided herein and variances could be material.

    In this press release, unless otherwise stated all references to “reserves” are to Birchcliff’s gross company reserves, meaning Birchcliff’s working interest (operating or non-operating) share before the deduction of royalties and without including any royalty interests of Birchcliff.

    The information set forth in this press release relating to the reserves, future net revenue and future development costs of Birchcliff constitutes forward-looking statements and is subject to certain risks and uncertainties. See “Advisories – Forward-Looking Statements”.

    Certain terms used herein but not defined are defined in NI 51-101, CSA Staff Notice 51-324 – Revised Glossary to NI 51-101 Standards of Disclosure for Oil and Gas Activities (“CSA Staff Notice 51-324”) and/or the COGE Handbook and, unless the context otherwise requires, shall have the same meanings herein as in NI 51-101, CSA Staff Notice 51-324 and the COGE Handbook, as the case may be.

    ADVISORIES

    Unaudited Information

    All financial information contained in this press release for the fourth quarter and year ended December 31, 2024 is based on unaudited estimated financial information which has been disclosed in accordance with GAAP. These estimated results have not been reviewed by the Corporation’s auditor and are subject to change upon completion of the audited financial statements for the year ended December 31, 2024, and changes could be material. Birchcliff anticipates filing its audited financial statements and related management’s discussion and analysis for the year ended December 31, 2024 on SEDAR+ on March 12, 2025.

    Currency

    Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars, all references to “$” and “CDN$” are to Canadian dollars and all references to “US$” are to United States dollars.

    Boe Conversions

    Boe amounts have been calculated by using the conversion ratio of 6 Mcf of natural gas to 1 bbl of oil. Boe amounts may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

    MMBtu Pricing Conversions

    $1.00 per MMBtu equals $1.00 per Mcf based on a standard heat value Mcf.

    Oil and Gas Metrics

    This press release contains metrics commonly used in the oil and natural gas industry, including F&D costs, FD&A costs, reserves replacement, reserves life index, capital efficiency, operating netback, operating netback recycle ratio, net asset value and net asset value per common share, which have been determined by Birchcliff as set out below. These oil and gas metrics do not have any standardized meanings or standard methods of calculation and therefore may not be comparable to similar measures presented by other companies. As such, they should not be used to make comparisons. Management uses these oil and gas metrics for its own performance measurements and to provide investors with measures to compare Birchcliff’s performance over time; however, such measures are not reliable indicators of Birchcliff’s future performance, which may not compare to Birchcliff’s performance in previous periods, and therefore should not be unduly relied upon.

    • With respect to F&D and FD&A costs:
      • F&D costs for PDP, proved or proved plus probable reserves, as the case may be, are calculated by taking the sum of: (i) exploration and development expenditures (F&D capital expenditures) incurred in the period; and (ii) where appropriate, the change during the period in FDC for the reserves category; divided by the applicable additions to the reserves category after adding back production in the period. F&D costs exclude the effects of acquisitions and dispositions.
      • FD&A costs for PDP, proved or proved plus probable reserves, as the case may be, are calculated by taking the sum of: (i) FD&A capital expenditures incurred in the period; and (ii) where appropriate, the change during the period in FDC for the reserves category; divided by the applicable additions to the reserves category after adding back production in the period.
      • In determining the F&D and FD&A costs for PDP, proved or proved plus probable reserves, as the case may be, the estimated reserves additions during the period and the change during the period in estimated FDC are based upon the evaluations of Birchcliff’s reserves prepared by its independent qualified reserves evaluator effective December 31 of such year.
      • The aggregate of the F&D and FD&A capital expenditures incurred in the most recent financial year and the change during that year in estimated FDC generally will not reflect total F&D and FD&A costs related to reserves additions for that year.
      • F&D and FD&A costs may be used as a measure of the Corporation’s efficiency with respect to finding and developing its reserves.
    • Reserves replacement on an F&D basis is calculated by dividing PDP, proved or proved plus probable reserves additions, as the case may be, before production by the total annual production in the applicable period. Reserves replacement on an FD&A basis is calculated in the same manner as F&D reserves replacement, but include the effects of acquisitions and dispositions. Reserves replacement may be used as a measure of the Corporation’s sustainability and its ability to replace its PDP, proved or proved plus probable reserves, as the case may be.
    • Reserves life index is calculated by dividing PDP, proved or proved plus probable reserves, as the case may be, estimated by Deloitte at December 31, 2024, by 77,500 boe/d (which represents the mid-point of Birchcliff’s annual average production guidance range for 2025) determined on an annualized basis. Reserves life index may be used as a measure of the Corporation’s sustainability.
    • Capital efficiency is calculated on an average well basis as drill, case, complete and equip capital expenditures divided by the IP365 boe/d for the applicable well(s). Birchcliff defines “IP365 boe/d” as the estimated average daily field production in the first 365 days a well is on-stream. Where field production data is not available for a well, Birchcliff uses the forecasted production data for that well. Capital efficiency is determined at the individual well level and then aggregated and averaged for the year. Management believes that capital efficiency assists management and investors in assessing Birchcliff’s asset performance, execution and ability to generate shareholder value.
    • For information regarding operating netback, operating netback recycle ratio, net asset value and net asset value per common share and how such metrics are calculated, see “Non-GAAP and Other Financial Measures”.

    Production

    With respect to the disclosure of Birchcliff’s production contained in this press release: (i) references to “light oil” mean “light crude oil and medium crude oil” as such term is defined in NI 51-101; (ii) references to “liquids” mean “light crude oil and medium crude oil” and “natural gas liquids” (including condensate) as such terms are defined in NI 51-101; and (iii) references to “natural gas” mean “shale gas”, which also includes an immaterial amount of “conventional natural gas”, as such terms are defined in NI 51-101. In addition, NI 51-101 includes condensate within the product type of natural gas liquids. In certain cases, Birchcliff has disclosed condensate separately from other natural gas liquids as the price of condensate as compared to other natural gas liquids is currently significantly higher and Birchcliff believes presenting the two commodities separately provides a more accurate description of its operations and results therefrom.

    With respect to the disclosure of Birchcliff’s production contained in this press release, all production volumes have been disclosed on a “gross” basis as such term is defined in NI 51-101, meaning Birchcliff’s working interest (operating or non-operating) share before the deduction of royalties and without including any royalty interests of Birchcliff.

    F&D Capital Expenditures

    Unless otherwise stated, references in this press release to “F&D capital expenditures” denotes exploration and development expenditures as disclosed in the Corporation’s financial statements in accordance with GAAP, and is primarily comprised of capital for land, seismic, workovers, drilling and completions, well equipment and facilities and capitalized G&A costs and excludes any acquisitions, dispositions, administrative assets and the capitalized portion of cash incentive payments that have not been approved by the Board. Management believes that F&D capital expenditures assists management and investors in assessing Birchcliff’s capital cost outlay associated with its exploration and development activities for the purposes of finding and developing its reserves.

    Forward-Looking Statements

    Certain statements contained in this press release constitute forward‐looking statements and forward-looking information (collectively referred to as “forward‐looking statements”) within the meaning of applicable Canadian securities laws. The forward-looking statements contained in this press release relate to future events or Birchcliff’s future plans, strategy, operations, performance or financial position and are based on Birchcliff’s current expectations, estimates, projections, beliefs and assumptions. Such forward-looking statements have been made by Birchcliff in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be forward‐looking statements. Such forward‐looking statements are often, but not always, identified by the use of words such as “seek”, “plan”, “focus”, “future”, “outlook”, “position”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “forecast”, “guidance”, “potential”, “proposed”, “predict”, “budget”, “continue”, “targeting”, “may”, “will”, “could”, “might”, “should”, “would”, “on track”, “maintain”, “deliver” and other similar words and expressions.

    By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking statements. Accordingly, readers are cautioned not to place undue reliance on such forward-looking statements. Although Birchcliff believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct and Birchcliff makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

    In particular, this press release contains forward‐looking statements relating to:

    • Birchcliff’s plans and other aspects of its anticipated future financial performance, results, operations, focus, objectives, strategies, opportunities, priorities and goals, including: Birchcliff’s belief that there is significant intrinsic shareholder value embedded in Birchcliff’s asset base that is not reflected in its current share price, as demonstrated by its PDP reserves net asset value per common share of $6.35 and $13.79 and $18.09 per share for its proved and proved plus probable reserves, respectively; that Birchcliff’s Elmworth asset provides Birchcliff with significant inventory and a large potential future development area; that Birchcliff’s strategy for 2025 builds off of the operational momentum from 2024, maintaining the Corporation’s focus on capital efficiency improvements and further driving down costs; that the Corporation’s 2025 capital program has been designed to ensure that its capital is strategically deployed throughout the year, providing it with the flexibility to adjust its capital spending if necessary in response to the commodity price volatility expected during 2025, including as a result of the potential for U.S. and Canadian tariffs and the start-up of LNG Canada; that the unutilized credit capacity under its Credit Facilities provides Birchcliff with significant financial flexibility and available capital resources; that Birchcliff believes its ongoing strategy of maintaining significant natural gas market diversification for 2025 will continue to protect the Corporation from volatility in the North American natural gas pricing environment, including as it relates to potential tariffs; and estimates of Birchcliff’s 2025 market diversification (including that approximately 41% of Birchcliff’s natural gas production is physically delivered to the Dawn trading hub in Ontario and that Birchcliff has U.S. denominated financial contracts that expose approximately 35% of its natural gas production to NYMEX HH pricing on a financial basis);
    • the information set forth under the heading “Update on 2025 Capital Program” and elsewhere in this press release regarding Birchcliff’s 2025 capital program and its exploration, production and development activities and the timing thereof, including: estimates of the Corporation’s 2025 F&D capital expenditures; that the wells in Birchcliff’s 2025 capital program are expected to yield strong production, using the Corporation’s latest field development practices and wellbore design, which incorporates longer lateral lengths, reduced stage spacing and increased proppant loading where appropriate; that the land retention well drilled and completed by the Corporation in Elmworth is not currently planned to be tied in; the targeted product types; and the expected timing for wells to be drilled, completed and brought on production;
    • statements regarding U.S. and Canadian tariffs, including that the Corporation believes that Canada’s over-reliance on exporting its energy into the U.S. must be addressed through the reduction of red tape and government interference in the construction of critical infrastructure such as oil and gas pipelines to the east and west coasts of Canada, LNG terminals on each coast and an increase in refining capacity within Canada, in order to diversify Canada’s energy export market; and that the Corporation continues to actively monitor this situation;
    • the information set forth under the heading “2024 Year-End Reserves” and elsewhere in this press release regarding the Corporation’s reserves, including: estimates of reserves; estimates of the net present values of future net revenue associated with Birchcliff’s reserves; forecasts of prices, inflation and exchange rates; FDC; reserves life index; and that the Corporation does not expect that the technical revisions relating to the 56 high-density wells drilled from 2019 to 2023 will negatively impact future reserves booked for other existing or future wells;
    • the performance and other characteristics of Birchcliff’s oil and natural gas properties and expected results from its assets, including statements regarding the potential or prospectivity of Birchcliff’s properties; and
    • that Birchcliff anticipates filing its annual information form and audited financial statements and related management’s discussion and analysis for the year ended December 31, 2024 on March 12, 2025.

    Information relating to reserves is forward-looking as it involves the implied assessment, based on certain estimates and assumptions, that the reserves exist in the quantities predicted or estimated and that the reserves can profitably be produced in the future. See “Presentation of Oil and Gas Reserves”.

    With respect to the forward-looking statements contained in this press release, assumptions have been made regarding, among other things: prevailing and future commodity prices and differentials, exchange rates, interest rates, inflation rates, royalty rates and tax rates; the state of the economy, financial markets and the exploration, development and production business; the political environment in which Birchcliff operates; the regulatory framework regarding royalties, taxes, environmental, climate change and other laws; the Corporation’s ability to comply with existing and future laws; future cash flow, debt and dividend levels; future operating, transportation, G&A and other expenses; Birchcliff’s ability to access capital and obtain financing on acceptable terms; the timing and amount of capital expenditures and the sources of funding for capital expenditures and other activities; the sufficiency of budgeted capital expenditures to carry out planned operations; the successful and timely implementation of capital projects and the timing, location and extent of future drilling and other operations; results of operations; Birchcliff’s ability to continue to develop its assets and obtain the anticipated benefits therefrom; the performance of existing and future wells; reserves volumes and Birchcliff’s ability to replace and expand reserves through acquisition, development or exploration; the impact of competition on Birchcliff; the availability of, demand for and cost of labour, services and materials; the approval of the Board of future dividends; the ability to obtain any necessary regulatory or other approvals in a timely manner; the satisfaction by third parties of their obligations to Birchcliff; the ability of Birchcliff to secure adequate processing and transportation for its products; Birchcliff’s ability to successfully market natural gas and liquids; the results of the Corporation’s risk management and market diversification activities; and Birchcliff’s natural gas market exposure. In addition to the foregoing assumptions, Birchcliff has made the following assumptions with respect to certain forward-looking statements contained in this press release:

    • Birchcliff’s forecast of F&D capital expenditures assumes that the Corporation’s 2025 capital program will be carried out as currently contemplated and excludes any potential acquisitions, dispositions and the capitalized portion of cash incentive payments that have not been approved by the Board. The amount and allocation of capital expenditures for exploration and development activities by area and the number and types of wells to be drilled and brought on production is dependent upon results achieved and is subject to review and modification by management on an ongoing basis throughout the year. Actual spending may vary due to a variety of factors, including commodity prices, economic conditions, results of operations and costs of labour, services and materials.
    • With respect to estimates of reserves volumes and the net present values of future net revenue associated with Birchcliff’s reserves, the key assumption is the validity of the data used by Deloitte in the Deloitte Report.
    • With respect to statements regarding future wells to be drilled or brought on production, such statements assume: the continuing validity of the geological and other technical interpretations performed by Birchcliff’s technical staff, which indicate that commercially economic volumes can be recovered from Birchcliff’s lands as a result of drilling future wells; and that commodity prices and general economic conditions will warrant proceeding with the drilling of such wells.

    Birchcliff’s actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of both known and unknown risks and uncertainties including, but not limited to: general economic, market and business conditions which will, among other things, impact the demand for and market prices of Birchcliff’s products and Birchcliff’s access to capital; volatility of crude oil and natural gas prices; risks associated with increasing costs, whether due to high inflation rates, supply chain disruptions or other factors; fluctuations in exchange and interest rates; an inability of Birchcliff to generate sufficient cash flow from operations to meet its current and future obligations; an inability to access sufficient capital from internal and external sources on terms acceptable to the Corporation; risks associated with Birchcliff’s Credit Facilities, including a failure to comply with covenants under the agreement governing the Credit Facilities and the risk that the borrowing base limit may be redetermined; fluctuations in the costs of borrowing; operational risks and liabilities inherent in oil and natural gas operations; the risk that weather events such as wildfires, flooding, droughts or extreme hot or cold temperatures forces the Corporation to shut-in production or otherwise adversely affects the Corporation’s operations; the occurrence of unexpected events such as fires, explosions, blow-outs, equipment failures, transportation incidents and other similar events; an inability to access sufficient water or other fluids needed for operations; the risks associated with supply chain disruptions; uncertainty that development activities in connection with Birchcliff’s assets will be economic; an inability to access or implement some or all of the technology necessary to operate its assets and achieve expected future results; geological, technical, drilling, construction and processing problems; uncertainty of geological and technical data; horizontal drilling and completions techniques and the failure of drilling results to meet expectations for reserves or production; uncertainties related to Birchcliff’s future potential drilling locations; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production, revenue, costs and reserves; the accuracy of cost estimates and variances in Birchcliff’s actual costs and economic returns from those anticipated; incorrect assessments of the value of acquisitions and exploration and development programs; the risks posed by pandemics, epidemics and global conflict and their impacts on supply and demand and commodity prices; actions taken by OPEC and other major producers of crude oil and the impact such actions may have on supply and demand and commodity prices; stock market volatility; loss of market demand; changes to the regulatory framework in the locations where the Corporation operates, including changes to tax laws, Crown royalty rates, environmental laws, climate change laws, carbon tax regimes, incentive programs and other regulations that affect the oil and natural gas industry (including uncertainty with respect to the interpretation of Bill C-59 and the related amendments to the Competition Act (Canada)); political uncertainty and uncertainty associated with government policy changes, including the risk of U.S. tariffs on goods exported from Canada and any retaliatory tariffs implemented; actions by government authorities; an inability of the Corporation to comply with existing and future laws and the cost of compliance with such laws; dependence on facilities, gathering lines and pipelines; uncertainties and risks associated with pipeline restrictions and outages to third-party infrastructure that could cause disruptions to production; the lack of available pipeline capacity and an inability to secure adequate and cost-effective processing and transportation for Birchcliff’s products; an inability to satisfy obligations under Birchcliff’s firm marketing and transportation arrangements; shortages in equipment and skilled personnel; the absence or loss of key employees; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, equipment and skilled personnel; management of Birchcliff’s growth; environmental and climate change risks, claims and liabilities; potential litigation; default under or breach of agreements by counterparties and potential enforceability issues in contracts; claims by Indigenous peoples; the reassessment by taxing or regulatory authorities of the Corporation’s prior transactions and filings; unforeseen title defects; third-party claims regarding the Corporation’s right to use technology and equipment; uncertainties associated with the outcome of litigation or other proceedings involving Birchcliff; uncertainties associated with counterparty credit risk; risks associated with Birchcliff’s risk management and market diversification activities; risks associated with the declaration and payment of future dividends, including the discretion of the Board to declare dividends and change the Corporation’s dividend policy and the risk that the amount of dividends may be less than currently forecast; the failure to obtain any required approvals in a timely manner or at all; the failure to complete or realize the anticipated benefits of acquisitions and dispositions and the risk of unforeseen difficulties in integrating acquired assets into Birchcliff’s operations; negative public perception of the oil and natural gas industry and fossil fuels; the Corporation’s reliance on hydraulic fracturing; market competition, including from alternative energy sources; changing demand for petroleum products; the availability of insurance and the risk that certain losses may not be insured; breaches or failure of information systems and security (including risks associated with cyber-attacks); risks associated with the ownership of the Corporation’s securities; the accuracy of the Corporation’s accounting estimates and judgments; and the risk that any of the Corporation’s material assumptions prove to be materially inaccurate.

    Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other risk factors that could affect Birchcliff’s results of operations, financial performance or financial results are included in Birchcliff’s annual information form and annual management’s discussion and analysis for the financial year ended December 31, 2023 under the heading “Risk Factors” and in other reports filed with Canadian securities regulatory authorities.

    This press release contains information that may constitute future-oriented financial information or financial outlook information (collectively, “FOFI”) about Birchcliff’s prospective financial performance, financial position or cash flows, all of which is subject to the same assumptions, risk factors, limitations and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. Birchcliff’s actual results, performance and achievements could differ materially from those expressed in, or implied by, FOFI. Birchcliff has included FOFI in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that such information may not be appropriate for other purposes.

    Management has included the above summary of assumptions and risks related to forward-looking statements provided in this press release in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that this information may not be appropriate for other purposes.

    The forward-looking statements and FOFI contained in this press release are expressly qualified by the foregoing cautionary statements. The forward-looking statements and FOFI contained herein are made as of the date of this press release. Unless required by applicable laws, Birchcliff does not undertake any obligation to publicly update or revise any forward-looking statements or FOFI, whether as a result of new information, future events or otherwise.

    ABOUT BIRCHCLIFF:

    Birchcliff is an intermediate oil and natural gas company based in Calgary, Alberta with operations focused on the Montney/Doig Resource Play in Alberta. Birchcliff’s common shares are listed for trading on the TSX under the symbol “BIR”.

    For further information, please contact:
    Birchcliff Energy Ltd.
    Suite 1000, 600 – 3rd Avenue S.W.
    Calgary, Alberta T2P 0G5
    Telephone: (403) 261-6401
    Email: birinfo@birchcliffenergy.com
    www.birchcliffenergy.com
      Chris Carlsen – President and Chief Executive Officer

    Bruno Geremia – Executive Vice President and Chief Financial Officer

    The MIL Network –

    February 13, 2025
  • MIL-OSI: Robinhood Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Q4 Revenues up 115% year-over-year to a record $1.01 billion.
    Q4 Net Deposits grow to a record $16 billion.
    Q4 Gold Subscribers up 86% year-over-year to a record 2.6 million.
    Q4 Net Income up over 10X year-over-year to a record $916 million, or Diluted EPS of a record $1.01.
    Q4 Adjusted EBITDA up over 300% year-over-year to a record $613 million.

    MENLO PARK, Calif., Feb. 12, 2025 (GLOBE NEWSWIRE) — Robinhood Markets, Inc. (“Robinhood”) (NASDAQ: HOOD) today announced financial results for the fourth quarter and full year of 2024, which ended December 31, 2024.

    “We hit the gas on product development in 2024 with a new platform for active traders, Gold Card launch, an expanded UK and EU product suite, and much more,” said Vlad Tenev, CEO and Co-Founder of Robinhood. “We see a huge opportunity ahead of us as we work toward enabling anyone, anywhere, to buy, sell, or hold any financial asset and conduct any financial transaction through Robinhood.”

    “Q4 was a record-breaking quarter that caps off a record-setting year in 2024,” said Jason Warnick, Chief Financial Officer of Robinhood. “For both the quarter and full year, we reached new highs for Assets Under Custody, Net Deposits, Gold Subscribers, Revenues, Net Income, Adjusted EBITDA, and EPS. We’re entering 2025 with strong momentum as we remain focused on delivering another year of profitable growth.”

    Fourth Quarter Results:

    • Total net revenues increased 115% year-over-year to $1.01 billion.
      • Transaction-based revenues increased over 200% year-over-year to $672 million, primarily driven by cryptocurrencies revenue of $358 million, up over 700%, options revenue of $222 million, up 83%, and equities revenue of $61 million, up 144%.
      • Net interest revenues increased 25% year-over-year to $296 million, primarily driven by growth in interest-earning assets, partially offset by a lower federal funds rate.
      • Other revenues increased 31% year-over-year to $46 million, primarily due to increased Gold subscription revenues.
    • Net income increased over 10X year-over-year to $916 million, or diluted earnings per share (EPS) of $1.01, compared to $30 million, or diluted EPS of $0.03, in Q4 2023. Q4 2024 net income included:
      • a $369 million deferred tax benefit ($0.41 of diluted EPS), primarily from the release of the Company’s valuation allowance on most of its net deferred tax assets.
      • a $55 million benefit ($0.06 of diluted EPS) due to a reversal of an accrual as part of a regulatory settlement.
    • Total operating expenses increased 3% year-over-year to $458 million, including a $55 million benefit due to a reversal of an accrual as part of a regulatory settlement.
      • Adjusted Operating Expenses and Share-Based Compensation (SBC) (non-GAAP) increased 14% year-over-year to $508 million, which includes Adjusted Operating Expenses (non-GAAP) of $431 million and SBC of $77 million.
    • Adjusted EBITDA (non-GAAP) increased over 300% year-over-year to $613 million.
    • Funded Customers increased 8% year-over-year to 25.2 million.
      • Investment Accounts increased by 10% year-over-year to 26.2 million.
    • Assets Under Custody (AUC) increased 88% year-over-year to $193 billion, driven by continued Net Deposits and higher equity and cryptocurrency valuations.
    • Net Deposits were $16.1 billion, an annualized growth rate of 42% relative to AUC at the end of Q3 2024. Over the past twelve months, Net Deposits were $50.5 billion, a growth rate of 49% relative to AUC at the end of Q4 2023.
    • Average Revenue Per User (ARPU) increased by 102% year-over-year to $164.
    • Gold Subscribers increased by 1.2 million, or 86%, year-over-year to 2.6 million.
    • Cash and cash equivalents totaled $4.3 billion compared with $4.8 billion at the end of Q4 2023.
    • Share repurchases were $160 million, representing 5.3 million shares of our Class A common stock at an average price per share of $29.79.

    Full Year Results:

    • Total net revenues increased 58% year-over-year to $2.95 billion.
    • Net income increased $1.95 billion year-over-year to $1.41 billion, or diluted EPS of $1.56, compared to a net loss of $0.54 billion, or diluted EPS of -$0.61, in 2023.
      • 2024 included a deferred tax benefit of $369 million, primarily from the release of the Company’s valuation allowance on most of its net deferred tax assets.
      • 2023 included an expense of $485 million from the 2021 Founders Award Cancellation.
    • Total operating expenses decreased 21% year-over-year to $1.90 billion.
      • Adjusted Operating Expenses and SBC decreased 16% year-over-year to $1.94 billion, which includes Adjusted Operating Expenses of $1.63 billion and SBC of $304 million.
      • Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation (non-GAAP) increased 7% year-over-year.
    • Adjusted EBITDA increased 167% year-over-year to $1.43 billion, compared to $536 million in 2023.
    • Share repurchases were $257 million, representing 10.4 million shares of our Class A common stock at an average price per share of $24.78 as we make progress on our $1 billion share repurchase program.

    Highlights

    Strong product momentum drove record growth in 2024 as Robinhood delivers on roadmap

    • Expanding Access to Crypto Across the U.S. and EU – Crypto notional volumes increased over 400 percent year-over-year, reaching $71 billion in Q4 2024. Since the start of Q4, Robinhood has also added seven crypto assets in the U.S. and launched Ethereum (ETH) staking in the EU. In June 2024, Robinhood entered into an agreement to acquire Bitstamp, the world’s longest running cryptocurrency exchange serving institutional and retail customers internationally. The acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025.
    • Establishing Ourselves as the #1 Platform for Active Traders – Last month, Robinhood made index options available to all customers and started to roll out futures trading directly in-app, allowing customers to trade stock indexes, energy, currency, metals and crypto. Additionally, since launching in October 2024, Robinhood Legend – the desktop trading platform built for active traders – has added nearly 30 additional indicators and rolled out crypto trading.
    • Robinhood Expands Global Ambitions – Robinhood announced plans to expand into the Asia-Pacific region in 2025, with Singapore serving as its local headquarters. Earlier this week, Robinhood also started to offer options trading to its UK customers.
    • Robinhood Gold Membership Continues to Climb – Robinhood Gold subscribers hit 2.6 million, with an adoption rate of over 10 percent in Q4. In addition, the Robinhood Gold Credit Card reached over 100 thousand cardholders and we have plans to continue expanding the cardholder base in 2025.
    • Stepping Into the Investment Advisory Space – In November 2024, Robinhood entered into an agreement to acquire TradePMR, a custodial and portfolio management platform for Registered Investment Advisors with over 25 years in the industry and over $40 billion in assets under administration at the time of signing. The acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025.

    Additional Q4 2024 Operating Data

    • Retirement AUC increased over 600% year-over-year to $13.1 billion.
    • Cash Sweep increased 59% year-over-year to $26.1 billion.
    • Margin Book increased 126% year-over-year to $7.9 billion.
    • Equity Notional Trading Volumes increased 154% year-over-year to $423 billion.
    • Options Contracts Traded increased 61% year-over-year to 477 million.
    • Crypto Notional Trading Volumes increased over 400% year-over-year to $71.0 billion.

    Conference Call and Livestream Information

    Robinhood will host a video call to discuss its results at 2 p.m. PT / 5 p.m. ET today, February 12, 2025. The video call can be accessed at investors.robinhood.com, along with the earnings press release and accompanying slide presentation. The event will also be live streamed to YouTube and X.com via Robinhood’s official channels, @RobinhoodApp.

    Following the call, a replay and transcript will also be available at investors.robinhood.com.

    Financial Outlook

    The paragraph below provides information on our 2025 expense plan and outlook. We are not providing a 2025 outlook for total operating expenses and have not reconciled our 2025 outlook for Adjusted Operating Expenses and SBC to the most directly comparable GAAP financial measure, total operating expenses, because we are unable to predict with reasonable certainty the impact of certain items without unreasonable effort. These items include, but are not limited to, provisions for credit losses and significant regulatory expenses which may be material and could have a significant impact on total operating expenses for 2025.

    Our 2025 expense plan includes growth investments in new products, features, and international expansion while also getting more efficient in our existing businesses. Our outlook for combined Adjusted Operating Expenses and SBC for full-year 2025 is $2.0 billion to $2.1 billion. This expense outlook does not include provisions for credit losses, costs related to TradePMR or Bitstamp, potential significant regulatory matters, or other significant expenses (such as impairments, restructuring charges, and other business acquisition- or disposition-related expenses) that may arise or accruals we may determine in the future are required, as we are unable to accurately predict the size or timing of such matters, expenses or accruals at this time.

    Actual results might differ materially from our outlook due to several factors, including the rate of growth in Funded Customers and our effectiveness to cross-sell products which affects variable marketing costs, the degree to which we are successful in managing credit losses and preventing fraud, and our ability to manage web-hosting expenses efficiently, among other factors. See “Non-GAAP Financial Measures” for more information on Adjusted Operating Expenses and SBC, including significant items that we believe are not indicative of our ongoing expenses that would be adjusted out of total operating expenses (GAAP) to get to Adjusted Operating Expenses and SBC (non-GAAP) should they occur.

    About Robinhood

    Robinhood Markets, Inc. (NASDAQ: HOOD) transformed financial services by introducing commission-free stock trading and democratizing access to the markets for millions of investors. Today, Robinhood lets you trade stocks, options, futures (which includes options on futures, swaps, and event contracts), and crypto, invest for retirement, and earn with Robinhood Gold. Headquartered in Menlo Park, California, Robinhood puts customers in the driver’s seat, delivering unprecedented value and products intentionally designed for a new generation of investors. Additional information about Robinhood can be found at www.robinhood.com.

    Robinhood uses the “Overview” tab of its Investor Relations website (accessible at investors.robinhood.com/overview) and its Newsroom (accessible at newsroom.aboutrobinhood.com), as means of disclosing information to the public in a broad, non-exclusionary manner for purposes of the U.S. Securities and Exchange Commission’s (“SEC”) Regulation Fair Disclosure (Reg. FD). Investors should routinely monitor those web pages, in addition to Robinhood’s press releases, SEC filings, and public conference calls and webcasts, as information posted on them could be deemed to be material information.

    “Robinhood” and the Robinhood feather logo are registered trademarks of Robinhood Markets, Inc. All other names are trademarks and/or registered trademarks of their respective owners.

    Contacts

    Investors:
    ir@robinhood.com

    Press:
    press@robinhood.com

     
    ROBINHOOD MARKETS, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
     
      December 31,
    (in millions, except share and per share data)   2023       2024  
    Assets      
    Current assets:      
    Cash and cash equivalents $ 4,835     $ 4,332  
    Cash, cash equivalents, and securities segregated under federal and other regulations   4,448       4,724  
    Receivables from brokers, dealers, and clearing organizations   89       471  
    Receivables from users, net   3,495       8,239  
    Securities borrowed   1,602       3,236  
    Deposits with clearing organizations   338       489  
    User-held fractional shares   1,592       2,530  
    Held-to-maturity investments   413       398  
    Prepaid expenses   63       75  
    Deferred customer match incentives   11       100  
    Other current assets   196       509  
    Total current assets   17,082       25,103  
    Property, software, and equipment, net   120       139  
    Goodwill   175       179  
    Intangible assets, net   48       38  
    Non-current held-to-maturity investments   73       —  
    Non-current deferred customer match incentives   19       195  
    Other non-current assets, including non-current prepaid expenses of $4 as of December 31, 2023 and $17 as of December 31, 2024   107       533  
    Total assets $ 17,624     $ 26,187  
    Liabilities and stockholders’ equity      
    Current liabilities:      
    Accounts payable and accrued expenses $ 384     $ 397  
    Payables to users   5,097       7,448  
    Securities loaned   3,547       7,463  
    Fractional shares repurchase obligation   1,592       2,530  
    Other current liabilities   217       266  
    Total current liabilities   10,837       18,104  
    Other non-current liabilities   91       111  
    Total liabilities   10,928       18,215  
    Commitments and contingencies      
    Stockholders’ equity:      
    Preferred stock, $0.0001 par value. 210,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2024.   —       —  
    Class A common stock, $0.0001 par value. 21,000,000,000 shares authorized, 745,401,862 shares issued and outstanding as of December 31, 2023; 21,000,000,000 shares authorized, 764,903,997 shares issued and outstanding as of December 31, 2024.   —       —  
    Class B common stock, $0.0001 par value. 700,000,000 shares authorized, 126,760,802 shares issued and outstanding as of December 31, 2023; 700,000,000 shares authorized, 119,588,986 shares issued and outstanding as of December 31, 2024.   —       —  
    Class C common stock, $0.0001 par value. 7,000,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2024.   —       —  
    Additional paid-in capital   12,145       12,008  
    Accumulated other comprehensive loss   (3 )     (1 )
    Accumulated deficit   (5,446 )     (4,035 )
    Total stockholders’ equity   6,696       7,972  
    Total liabilities and stockholders’ equity $ 17,624     $ 26,187  
     
    ROBINHOOD MARKETS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
     
     (in millions, except share, per share, and percentage data) Three Months Ended
    December 31,
      YOY% Change   Three Months Ended
    September 30,
      QOQ% Change
      2023       2024         2024  
    Revenues:                  
    Transaction-based revenues $ 200     $ 672     236 %   $ 319   111 %
    Net interest revenues   236       296     25 %     274   8 %
    Other revenues   35       46     31 %     44   5 %
    Total net revenues   471       1,014     115 %     637   59 %
                       
    Operating expenses(1)(2):                  
    Brokerage and transaction   32       50     56 %     39   28 %
    Technology and development   197       208     6 %     205   1 %
    Operations   26       29     12 %     27   7 %
    Provision for credit losses   14       19     36 %     23   (17)%
    Marketing   43       82     91 %     59   39 %
    General and administrative   133       70     (47)%     133   (47)%
    Total operating expenses   445       458     3 %     486   (6)%
                       
    Other income, net   3       2     (33)%     2   — %
    Income before income taxes   29       558     NM     153   265 %
    Provision for (benefit from) income taxes   (1 )     (358 )   NM     3   NM
    Net income $ 30     $ 916     NM   $ 150   511 %
    Net income attributable to common stockholders:                  
    Basic $ 30     $ 916         $ 150    
    Diluted $ 30     $ 916         $ 150    
    Net income per share attributable to common stockholders:                  
    Basic $ 0.03     $ 1.04         $ 0.17    
    Diluted $ 0.03     $ 1.01         $ 0.17    
    Weighted-average shares used to compute net income per share attributable to common stockholders:                  
    Basic   867,298,537       883,884,676           884,108,545    
    Diluted   883,227,967       907,767,796           905,544,750    
     
        Year Ended
    December 31,
      YOY% Change
    (in millions, except share, per share, and percentage data)     2023       2024    
    Revenues:            
    Transaction-based revenues   $ 785     $ 1,647     110 %
    Net interest revenues     929       1,109     19 %
    Other revenues     151       195     29 %
    Total net revenues     1,865       2,951     58 %
                 
    Operating expenses(1)(2):            
    Brokerage and transaction     146       164     12 %
    Technology and development     805       818     2 %
    Operations     116       112     (3)%
    Provision for credit losses     43       76     77 %
    Marketing     122       272     123 %
    General and administrative     1,169       455     (61)%
    Total operating expenses     2,401       1,897     (21)%
                 
    Other income, net     3       10     233 %
    Income (loss) before income taxes     (533 )     1,064     NM
    Provision for (benefit from) income taxes     8       (347 )   NM
    Net income (loss)     (541 )     1,411     NM
    Net income (loss) attributable to common stockholders:            
    Basic   $ (541 )   $ 1,411      
    Diluted   $ (541 )   $ 1,411      
    Net income (loss) per share attributable to common stockholders:            
    Basic   $ (0.61 )   $ 1.60      
    Diluted   $ (0.61 )   $ 1.56      
    Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:            
    Basic     890,857,659       881,113,156      
    Diluted     890,857,659       906,171,504      

    ________________
    (1) The following table presents operating expenses as a percent of total net revenues:

     
    Three Months Ended

    December 31,
      Three Months Ended
    September 30,
      Year Ended
    December 31,
      2023     2024     2024     2023     2024  
    Brokerage and transaction 7 %   5 %   6 %   8 %   5 %
    Technology and development 42 %   20 %   32 %   43 %   28 %
    Operations 6 %   3 %   4 %   6 %   4 %
    Provision for credit losses 2 %   2 %   4 %   3 %   3 %
    Marketing 9 %   8 %   9 %   7 %   9 %
    General and administrative 28 %   7 %   21 %   63 %   15 %
    Total operating expenses 94 %   45 %   76 %   130 %   64 %


    (2)
     The following table presents the SBC on our unaudited condensed consolidated statements of operations for the periods indicated:

     
    Three Months Ended

    December 31,
      Three Months Ended
    September 30,
      Year Ended
    December 31,
    (in millions)   2023     2024     2024     2023     2024
    Brokerage and transaction $ 1   $ 2   $ 2   $ 7     9
    Technology and development   50     48     48     211     192
    Operations   2     2     1     8     7
    Marketing   2     2     3     5     8
    General and administrative   26     23     25     640     88
    Total SBC $ 81   $ 77 $ — $ 79   $ 871   $ 304
     
    ROBINHOOD MARKETS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
     
      Three Months Ended
    December 31,
      Year Ended
    December 31,
    (in millions)   2023       2024       2023       2024  
    Operating activities:              
    Net income (loss) $ 30     $ 916     $ (541 )   $ 1,411  
    Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:              
    Depreciation and amortization   17       22       71       77  
    Impairment of long-lived assets   4       —       5       2  
    Provision for credit losses   14       19       43       76  
    Deferred income taxes   —       (369 )     —       (369 )
    Share-based compensation   81       77       871       304  
    Other   1       —       3       (2 )
    Changes in operating assets and liabilities:              
    Securities segregated under federal and other regulations   —       (397 )     —       (397 )
    Receivables from brokers, dealers, and clearing organizations   (26 )     (332 )     (13 )     (382 )
    Receivables from users, net   204       (2,621 )     (298 )     (4,592 )
    Securities borrowed   (398 )     468       (1,085 )     (1,634 )
    Deposits with clearing organizations   (63 )     (25 )     (152 )     (151 )
    Current and non-current prepaid expenses   11       16       37       (25 )
    Current and non-current deferred customer match incentives   (20 )     (63 )     (30 )     (265 )
    Other current and non-current assets   (19 )     (404 )     (18 )     (415 )
    Accounts payable and accrued expenses   (11 )     (63 )     134       (35 )
    Payables to users   772       1,184       396       2,351  
    Securities loaned   302       157       1,713       3,916  
    Other current and non-current liabilities   61       15       45       (27 )
    Net cash provided by (used in) operating activities   960       (1,400 )     1,181       (157 )
    Investing activities:              
    Purchases of property, software, and equipment   (1 )     (4 )     (2 )     (13 )
    Capitalization of internally developed software   (5 )     (11 )     (19 )     (37 )
    Business acquisition, net of cash and cash equivalents acquired   (3 )     —       (93 )     (6 )
    Asset acquisition, net of cash acquired   —       —       —       (3 )
    Purchases of held-to-maturity investments   (108 )     (87 )     (759 )     (556 )
    Proceeds from maturities of held-to-maturity investments   115       219       282       658  
    Purchases of credit card receivables by Credit Card Funding Trust   —       (509 )     —       (748 )
    Collections of purchased credit card receivables   —       426       —       556  
    Proceeds from sales and maturities of available-for-sale investments   —       —       10       —  
    Other   (1 )     —       (1 )     1  
    Net cash provided by (used in) investing activities   (3 )     34       (582 )     (148 )
    Financing activities:              
    Proceeds from exercise of stock options, net of repurchases   3       8       5       18  
    Proceeds from issuance of common stock under the Employee Share Purchase Plan   5       6       14       16  
    Taxes paid related to net share settlement of equity awards   (3 )     (89 )     (12 )     (244 )
    Repurchase of Class A common stock   —       (160 )     (608 )     (257 )
    Draws on credit facilities   —       10       20       22  
    Repayments on credit facilities   —       (10 )     (20 )     (22 )
    Borrowings by the Credit Card Funding Trust   —       37       —       132  
    Repayments on borrowings by the Credit Card Funding Trust   —       —       —       (1 )
    Change in principal collected from customers due to Coastal Bank   4       21       1       6  
    Payments of debt issuance costs   —       (1 )     (10 )     (15 )
    Net cash provided by (used in) financing activities   9       (178 )     (610 )     (345 )
    Effect of foreign exchange rate changes on cash and cash equivalents   —       (2 )     —       (1 )
    Net increase (decrease) in cash, cash equivalents, segregated cash, and restricted cash   966       (1,546 )     (11 )     (651 )
    Cash, cash equivalents, segregated cash, and restricted cash, beginning of the period   8,380       10,241       9,357       9,346  
    Cash, cash equivalents, segregated cash, and restricted cash, end of the period $ 9,346     $ 8,695     $ 9,346     $ 8,695  
                   
    Reconciliation of cash, cash equivalents, segregated cash and restricted cash, end of the period:
    Cash and cash equivalents, end of the period $ 4,835     $ 4,332     $ 4,835     $ 4,332  
    Segregated cash and cash equivalents, end of the period   4,448       4,327       4,448       4,327  
    Restricted cash in other current assets, end of the period   46       18       46       18  
    Restricted cash in other non-current assets, end of the period   17       18       17       18  
    Cash, cash equivalents, segregated cash and restricted cash, end of the period $ 9,346     $ 8,695     $ 9,346     $ 8,695  
    Supplemental disclosures:              
    Cash paid for interest $ 4     $ 4     $ 12     $ 16  
    Cash paid for income taxes, net of refund received $ —     $ 4     $ 9     $ 18  
     
    Reconciliation of GAAP to Non-GAAP Results
    (Unaudited)
     
        Three Months Ended
    December 31,
      Three Months Ended
    September 30,
      Year Ended
    December 31,
    (in millions)     2023       2024       2024       2023       2024  
    Net income (loss)   $ 30     $ 916     $ 150     $ (541 )   $ 1,411  
    Net margin     6 %     90 %     24 %   (29)%     48 %
    Add:                    
    Interest expenses related to credit facilities     6       6       6       23       24  
    Provision for (benefit from) income taxes     (1 )     (358 )     3       8       (347 )
    Depreciation and amortization     17       22       20       71       77  
    EBITDA (non-GAAP)     52       586       179       (439 )     1,165  
    Add: SBC                    
    SBC Excluding 2021 Founders Award Cancellation     81       77       79       386       304  
    2021 Founders Award Cancellation     —       —       —       485       —  
    Significant legal and tax settlements and reserves(1)     —       (50 )     10       104       (40 )
    Adjusted EBITDA (non-GAAP)   $ 133     $ 613     $ 268     $ 536     $ 1,429  
    Adjusted EBITDA margin (non-GAAP)     28 %     60 %     42 %     29 %     48 %
      Three Months Ended
    December 31,
      Three Months Ended
    September 30,
      Year Ended
    December 31,
    (in millions)   2023     2024       2024     2023     2024  
    Total operating expenses (GAAP) $ 445   $ 458     $ 486   $ 2,401   $ 1,897  
    Less: SBC                  
    SBC Excluding 2021 Founders Award Cancellation   81     77       79     386     304  
    2021 Founders Award Cancellation   —     —       —     485     —  
    Significant legal and tax settlements and reserves(1)   —     (50 )     10     104     (40 )
    Adjusted Operating Expenses (Non-GAAP) $ 364   $ 431     $ 397   $ 1,426   $ 1,633  
      Three Months Ended
    December 31,
      Year Ended
    December 31,
    (in millions)   2023     2024       2023     2024  
    Total operating expenses (GAAP) $ 445   $ 458     $ 2,401   $ 1,897  
    Less: SBC              
    SBC Excluding 2021 Founders Award Cancellation   81     77       386     304  
    2021 Founders Award Cancellation   —     —       485     —  
    Significant legal and tax settlements and reserves(1)   —     (50 )     104     (40 )
    Adjusted Operating Expenses (Non-GAAP)   364     431       1,426     1,633  
    Add: SBC              
    SBC Excluding 2021 Founders Award Cancellation   81     77       386     304  
    2021 Founders Award Cancellation   —     —       485     —  
    Adjusted Operating Expenses and SBC (Non-GAAP)   445     508       2,297     1,937  
    Less: 2021 Founders Award Cancellation   —     —       485     —  
    Adjusted Operating Expense and SBC excluding the 2021 Founders Award Cancellation (Non-GAAP) $ 445   $ 508     $ 1,812   $ 1,937  

    ________________

    (1) Amounts for the three months and year ended December 31, 2024 included a $55 million benefit due to a reversal of an accrual as part of a regulatory settlement.


    Cautionary Note Regarding Forward-Looking Statements

    This press release contains forward-looking statements regarding the expected financial performance of Robinhood Markets, Inc. and its consolidated subsidiaries (“we,” “Robinhood,” or the “Company”) and our strategic and operational plans, including (among others) statements regarding that we see a huge opportunity ahead of us as we work toward enabling anyone, anywhere, to buy, sell, or hold any financial asset and conduct any financial transaction through Robinhood; that we’re entering 2025 with strong momentum as we remain focused on delivering another year of profitable growth; that we plan to expand into the Asia-Pacific region in 2025, with Singapore serving as our local headquarters; that we plan to continue expanding the cardholder base for the Robinhood Gold Credit Card in 2025; that the acquisitions of Bitstamp and TradePMR are each expected to close in the first half of 2025; and all statements and information under the headings “Financial Outlook”. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this press release. Reported results should not be considered an indication of future performance. Factors that contribute to the uncertain nature of our forward-looking statements include, among others: our rapid and continuing expansion, including continuing to introduce new products and services on our platforms as well as geographic expansion; the difficulty of managing our business effectively, including the size of our workforce, and the risk of declining or negative growth; the fluctuations in our financial results and key metrics from quarter to quarter; our reliance on transaction-based revenue, including payment for order flow (“PFOF”), the risk of new regulation or bans on PFOF and similar practices, and the addition of our new fee-based model for cryptocurrency; our exposure to fluctuations in interest rates and rapidly changing interest rate environments; the difficulty of raising additional capital (to provide liquidity needs and support business growth and objectives) on reasonable terms, if at all; the need to maintain capital levels required by regulators and self-regulatory organizations; the risk that we might mishandle the cash, securities, and cryptocurrencies we hold on behalf of customers, and our exposure to liability for processing, operational, or technical errors in clearing functions; the impact of negative publicity on our brand and reputation; the risk that changes in business, economic, or political conditions that impact the global financial markets, or a systemic market event, might harm our business; our dependence on key employees and a skilled workforce; the difficulty of complying with an extensive, complex, and changing regulatory environment and the need to adjust our business model in response to new or modified laws and regulations; the possibility of adverse developments in pending litigation and regulatory investigations; the effects of competition; our need to innovate and acquire or invest in new products, services, technologies, and geographies in order to attract and retain customers and deepen their engagement with us in order to maintain growth; our reliance on third parties to perform some key functions and the risk that processing, operational or technological failures could impair the availability or stability of our platforms; the risk of cybersecurity incidents, theft, data breaches, and other online attacks; the difficulty of processing customer data in compliance with privacy laws; our need as a regulated financial services company to develop and maintain effective compliance and risk management infrastructures; the risks associated with incorporating artificial intelligence technologies into some of our products and processes; the volatility of cryptocurrency prices and trading volumes; the risk that our platforms and services could be exploited to facilitate illegal payments; and the risk that substantial future sales of Class A common stock in the public market, or the perception that they may occur, could cause the price of our stock to fall. Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results can be found in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as well as in our other filings with the SEC, all of which are available on the SEC’s web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time, and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements. Except as otherwise noted, all forward-looking statements in this press release are made as of the date of this press release, February 12, 2025, and are based on information and estimates available to us at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, Robinhood assumes no obligation to update any of the statements in this press release whether as a result of any new information, future events, changed circumstances, or otherwise. You should read this press release with the understanding that our actual future results, performance, events, and circumstances might be materially different from what we expect. All fourth quarter and full year 2024 financial information in this press release is preliminary, based on our estimates and subject to completion of our financial closing procedures. Final results for the full year, which will be reported in our Annual Report on Form 10-K for the year ended December 31, 2024, may vary from the information in this press release. In particular, until our financial statements are issued in our Annual Report on Form 10-K, we may be required to recognize certain subsequent events (such as in connection with contingencies or the realization of assets) which could affect our final results.

    Non-GAAP Financial Measures

    We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources and assess our performance. In addition to total net revenues, net income (loss), and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), Adjusted EBITDA Margin, Adjusted Operating Expenses, Adjusted Operating Expenses and SBC, Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation, and SBC excluding the 2021 Founders Award Cancellation. This non-GAAP financial information is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for, or superior to, financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included in this press release.

    Adjusted EBITDA

    Adjusted EBITDA is defined as net income (loss), excluding (i) interest expenses related to credit facilities, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) SBC, (v) significant legal and tax settlements and reserves, and (vi) other significant gains, losses, and expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that we believe are not indicative of our ongoing results.

    The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Adjusted EBITDA Margin

    Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total net revenues. The most directly comparable GAAP measure is net margin (calculated as net income (loss) divided by total net revenues). We believe Adjusted EBITDA Margin provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Adjusted EBITDA Margin is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Adjusted Operating Expenses

    Adjusted Operating Expenses is defined as GAAP total operating expenses minus (i) SBC, (ii) significant legal and tax settlements and reserves, and (iii) other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that we believe are not indicative of our ongoing expenses. The amount and timing of the excluded items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods less meaningful. We believe Adjusted Operating Expenses provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our cost structure. Adjusted Operating Expenses is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting. Starting in Q1 2025, Adjusted Operating Expenses will no longer include provision for credit losses.

    Adjusted Operating Expenses and SBC

    Adjusted Operating Expenses and SBC is defined as GAAP total operating expenses minus (i) significant legal and tax settlements and reserves and (ii) other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses), that we believe are not indicative of our ongoing expenses. The amount and timing of the excluded items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods less meaningful. Unlike Adjusted Operating Expenses, Adjusted Operating Expenses and SBC does not adjust for SBC. We believe Adjusted Operating Expense and SBC provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our cost structure. Adjusted Operating Expenses and SBC is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation

    Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation is defined as GAAP total operating expenses minus (i) significant legal and tax settlements and reserves, (ii) other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses), and (iii) the 2021 Founders Award Cancellation, that we believe are not indicative of our ongoing expenses. The amount and timing of the excluded items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods less meaningful. We believe Adjusted Operating Expense and SBC excluding the 2021 Founders Award Cancellation provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our cost structure. Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    SBC excluding the 2021 Founders Award Cancellation

    We define SBC excluding the 2021 Founders Award Cancellation as GAAP SBC minus the impact of the 2021 Founders Award Cancellation, which we do not believe is indicative of our ongoing expenses. The amount and timing of the 2021 Founders Award Cancellation are not driven by core results of operations and renders comparisons with prior periods less meaningful. We believe SBC excluding the 2021 Founders Award Cancellation provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our cost structure. SBC excluding the Founders Award Cancellation is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Key Performance Metrics

    In addition to the measures presented in our unaudited condensed consolidated financial statements, we use the following key performance metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.

    Funded Customers

    We define a Funded Customer as a unique person who has at least one account with a Robinhood entity and, within the past 45 calendar days (a) had an account balance that was greater than zero (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) or (b) completed a transaction using any such account. Individuals who share a funded joint investing account (which launched in July 2024) are each considered to be a Funded Customer.

    Assets Under Custody (“AUC”)

    We define AUC as the sum of the fair value of all equities, options, cryptocurrency, futures (including options on futures, swaps, and event contracts), and cash held by users in their accounts, net of receivables from users, as of a stated date or period end on a trade date basis. Net Deposits and net market gains (losses) drive the change in AUC in any given period.

    Net Deposits

    We define Net Deposits as all cash deposits and asset transfers from customers, as well as dividends, interest, and cash or assets earned in connection with Company promotions (such as account transfer and retirement match incentives and free stock bonuses) received by customers, net of reversals, customer cash withdrawals, margin interest, Gold subscription fees, and assets transferred off of our platforms for a stated period. Prior to the second quarter of 2024, Net Deposits did not include inflows from cash or assets earned in connection with Company promotions and prior to January 2024, Net Deposits did not include inflows from dividends and interest or outflows from Robinhood Gold subscription fees and margin interest, although we have not restated amounts in prior periods as the impact to those figures was immaterial.

    Average Revenue Per User (“ARPU”)

    We define ARPU as total revenue for a given period divided by the average number of Funded Customers on the last day of that period and the last day of the immediately preceding period. Figures in this press release represent ARPU annualized for each three-month period presented.

    Gold Subscribers

    We define a Gold Subscriber as a unique person who has at least one account with a Robinhood entity and who, as of the end of the relevant period (a) is subscribed to Robinhood Gold and (b) has made at least one Robinhood Gold subscription fee payment.

    Additional Operating Metrics

    Retirement AUC

    We define Retirement AUC as the total AUC in traditional IRAs and Roth IRAs.

    Cash Sweep

    We define Cash Sweep as the period-end total amount of participating users’ uninvested brokerage cash that has been automatically “swept” or moved from their brokerage accounts into deposits for their benefit at a network of program banks. This is an off-balance-sheet amount. Robinhood earns a net interest spread on Cash Sweep balances based on the interest rate offered by the banks less the interest rate given to users as stated in our program terms.

    Margin Book

    We define Margin Book as our period-end aggregate outstanding margin loan balances receivable (i.e., the period-end total amount we are owed by customers on loans made for the purchase of securities, supported by a pledge of assets in their margin-enabled brokerage accounts).

    Notional Trading Volume

    We define Notional Trading Volume or Notional Volume for any specified asset class as the aggregate dollar value (purchase price or sale price as applicable) of trades executed in that asset class over a specified period of time.

    Options Contracts Traded

    We define Options Contracts Traded as the total number of options contracts bought or sold over a specified period of time. Each contract generally entitles the holder to trade 100 shares of the underlying stock.

    Glossary Terms

    2021 Founders Award Cancellation

    We define the 2021 Founders Award Cancellation as the cancellation in February 2023 of the 2021 pre-IPO market-based restricted stock units granted to our founders of 35.5 million unvested shares.

    Investment Accounts

    We define an Investment Account as a funded individual brokerage account, a funded joint investing account, or a funded individual retirement account (“IRA”). As of December 31, 2024, a Funded Customer can have up to four Investment Accounts – individual brokerage account, joint investing account (which launched in July 2024), traditional IRA, and Roth IRA.

    Gold Adoption Rate

    We define the Gold adoption rate as end of period Gold Subscribers divided by end of period Funded Customers.

    Growth Rate and Annualized Growth Rate with respect to Net Deposits

    Growth rate is calculated as aggregate Net Deposits over a specified 12 month period, divided by AUC for the fiscal quarter that immediately precedes such 12 month period. Annualized growth rate is calculated as Net Deposits for a specified quarter multiplied by 4 and divided by AUC for the immediately preceding quarter.

    The MIL Network –

    February 13, 2025
  • MIL-OSI: Veeco Reports Fourth Quarter and Fiscal Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Fourth Quarter 2024 Highlights:

    • Revenue of $182.1 million, compared with $173.9 million in the same period last year
    • GAAP net income of $15.0 million, or $0.26 per diluted share, compared with $21.6 million, or $0.37 per diluted share in the same period last year
    • Non-GAAP net income of $24.2 million, or $0.41 per diluted share, compared with $29.8 million, or $0.51 per diluted share in the same period last year

    Fiscal Year 2024 Highlights:

    • Revenue of $717.3 million, compared with $666.4 million in the same period last year
    • GAAP net income of $73.7 million, or $1.23 per diluted share, compared with GAAP net loss of $30.4 million or $0.56 loss per diluted share in the same period last year
    • Non-GAAP net income of $104.3 million, or $1.74 per diluted share, compared with $98.3 million, or $1.69 per diluted share in the same period last year

    PLAINVIEW, N.Y., Feb. 12, 2025 (GLOBE NEWSWIRE) — Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2024. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

     
    U.S. Dollars in millions, except per share data
                                   
        4th Quarter   Full Year
    GAAP Results   Q4 ’24   Q4 ’23   2024   2023  
    Revenue   $ 182.1     $ 173.9     $ 717.3     $ 666.4  
    Net income (loss)   $ 15.0     $ 21.6     $ 73.7     $ (30.4 )
    Diluted earnings (loss) per share   $ 0.26     $ 0.37     $ 1.23     $ (0.56 )
        4th Quarter   Full Year
    Non-GAAP Results   Q4 ’24   Q4 ’23   2024   2023
    Operating income   $ 27.4     $ 32.1     $ 116.1     $ 109.6  
    Net income   $ 24.2     $ 29.8     $ 104.3     $ 98.3  
    Diluted earnings per share   $ 0.41     $ 0.51     $ 1.74     $ 1.69  
                                     

    “Veeco had a successful year in 2024, highlighted by our Semiconductor business outperforming WFE growth for the 4th consecutive year,” commented Bill Miller, Ph.D., Veeco’s Chief Executive Officer. “We achieved several strategic milestones, grew the top-line and delivered solid profitability, all while continuing to allocate capital toward our largest growth opportunities. Looking ahead, our solutions in Laser Annealing, Ion Beam Deposition, and Advanced Packaging are well-positioned to take advantage of growth in leading edge investment in the coming years.”

    Guidance and Outlook

    The following guidance is provided for Veeco’s first quarter 2025:

    • Revenue is expected in the range of $155 million to $175 million
    • GAAP diluted earnings per share are expected in the range of $0.11 to $0.22
    • Non-GAAP diluted earnings per share are expected in the range of $0.26 to $0.36

    Conference Call Information

    A conference call reviewing these results has been scheduled for today, February 12, 2025 starting at 5:00pm ET. To join the call, dial 1-877-407-8029 (toll-free) or 1-201-689-8029. Participants may also access a live webcast of the call by visiting the investor relations section of Veeco’s website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website that evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

    About Veeco

    Veeco (NASDAQ: VECO) is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, chemical vapor deposition (CVD), metal organic chemical vapor deposition (MOCVD), single wafer etch & clean and lithography technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets we serve. To learn more about Veeco’s systems and service offerings, visit www.veeco.com.

    Forward-looking Statements

    This press release contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, our ongoing transformation initiative and the effects thereof on our operations and financial results; and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic and industry conditions; global trade issues, including the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; our ability to obtain and protect intellectual property rights in key technologies; the effects of regional or global health epidemics; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees; the variability of results among products and end-markets, and our ability to accurately forecast future results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this press release or, in the case of any document referenced herein or incorporated by reference, the date of that document. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

    –financial tables attached-

           
    Veeco Contacts:      
           
    Investors: Anthony Pappone (516) 500-8798 apappone@veeco.com 
    Media: Brenden Wright (410) 984-2610 bwright@veeco.com 
           
     
    Veeco Instruments Inc. and Subsidiaries
    Condensed Consolidated Statements of Operations
    (in thousands, except per share amounts)
    (unaudited)
                             
        Three months ended December 31,   Year ended December 31,
        2024   2023   2024   2023
    Net sales   $ 182,131     $ 173,924     $ 717,301     $ 666,435  
    Cost of sales     108,146       95,269       413,296       381,376  
    Gross profit     73,985       78,655       304,005       285,059  
    Operating expenses, net:                        
    Research and development     30,953       29,091       124,507       112,853  
    Selling, general, and administrative     25,077       23,493       99,663       92,756  
    Amortization of intangible assets     1,580       2,123       6,983       8,481  
    Asset impairment     28,131       —       28,131       —  
    Other operating expense (income), net     (15,635 )     (235 )     (22,260 )     1,029  
    Total operating expenses, net     70,106       54,472       237,024       215,119  
    Operating income     3,879       24,183       66,981       69,940  
    Interest income (expense), net     476       —       1,853       (1,187 )
    Other income (expense), net     —       —       —       (97,091 )
    Income (loss) before income taxes     4,355       24,183       68,834       (28,338 )
    Income tax expense (benefit)     (10,610 )     2,546       (4,880 )     2,030  
    Net income (loss)   $ 14,965     $ 21,637     $ 73,714     $ (30,368 )
                             
    Income (loss) per common share:                        
    Basic   $ 0.26     $ 0.39     $ 1.31     $ (0.56 )
    Diluted   $ 0.26     $ 0.37     $ 1.23     $ (0.56 )
                             
    Weighted average number of shares:                        
    Basic     56,536       55,537       56,426       53,769  
    Diluted     60,499       59,821       61,596       53,769  
                                     
     
    Veeco Instruments Inc. and Subsidiaries
    Condensed Consolidated Balance Sheets
    (in thousands)
                     
        December 31,   December 31,
        2024   2023
        (unaudited)        
    Assets                
    Current assets:                
    Cash and cash equivalents   $ 145,595     $ 158,781  
    Restricted cash     224       339  
    Short-term investments     198,719       146,664  
    Accounts receivable, net     96,834       103,018  
    Contract assets     37,109       24,370  
    Inventories     246,735       237,635  
    Prepaid expenses and other current assets     39,316       35,471  
    Total current assets     764,532       706,278  
    Property, plant and equipment, net     113,789       118,459  
    Operating lease right-of-use assets     26,503       24,377  
    Intangible assets, net     8,832       43,945  
    Goodwill     214,964       214,964  
    Deferred income taxes     120,191       117,901  
    Other assets     2,766       3,117  
    Total assets   $ 1,251,577     $ 1,229,041  
                     
    Liabilities and stockholders’ equity                
    Current liabilities:                
    Accounts payable   $ 43,519     $ 42,383  
    Accrued expenses and other current liabilities     55,195       57,624  
    Contract liabilities     64,986       118,026  
    Income taxes payable     2,086       —  
    Current portion of long-term debt     26,496       —  
    Total current liabilities     192,282       218,033  
    Deferred income taxes     689       6,552  
    Long-term debt     249,702       274,941  
    Long-term operating lease liabilities     34,318       31,529  
    Other liabilities     3,816       25,544  
    Total liabilities     480,807       556,599  
                     
    Total stockholders’ equity     770,770       672,442  
    Total liabilities and stockholders’ equity   $ 1,251,577     $ 1,229,041  
                     

    Note on Reconciliation Tables

    The below tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and certain integration costs.

    These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating income (loss), which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

     
    Reconciliation of GAAP to Non-GAAP Financial Data (Q4 2024)
    (in thousands)
    (unaudited)
                               
              Non-GAAP Adjustments        
              Share-Based                
    Three months ended December 31, 2024   GAAP   Compensation   Amortization   Other   Non-GAAP  
    Net sales   $ 182,131               $ 182,131  
    Gross profit     73,985   1,523               75,508  
    Gross margin     40.6 %               41.5 %
    Operating expenses     70,106   (7,582 )   (1,580 )   (12,876 )     48,068  
    Operating income     3,879   9,105     1,580     12,876   ^   27,440  
    Net income     14,965   9,105     1,580     (1,443 ) ^   24,207  

    ____________________________
    ^   – See table below for additional details.

     
    Other Non-GAAP Adjustments (Q4 2024)
    (in thousands)
    (unaudited)
         
    Three months ended December 31, 2024    
    Asset impairment $ 28,131  
    Changes in contingent consideration   (16,466 )
    Other   1,211  
    Subtotal   12,876  
    Non-cash interest expense   322  
    Tax benefits associated with asset impairments   (12,239 )
    Non-GAAP tax adjustment *   (2,402 )
    Total Other $ (1,443 )

    ____________________________
    *   – The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

     
    Net Income per Common Share (Q4 2024)
    (in thousands, except per share amounts)
    (unaudited)
                     
        Three months ended December 31, 2024
        GAAP   Non-GAAP
    Numerator:                
    Net income   $ 14,965     $ 24,207  
    Interest expense associated with 2025 and 2027 Convertible Senior Notes     513       466  
    Net income available to common shareholders   $ 15,478     $ 24,673  
                     
    Denominator:                
    Basic weighted average shares outstanding     56,536       56,536  
    Effect of potentially dilutive share-based awards     1,070       1,070  
    Dilutive effect of 2025 Convertible Senior Notes     1,104       1,104  
    Dilutive effect of 2027 Convertible Senior Notes(1)     1,789       1,354  
    Diluted weighted average shares outstanding     60,499       60,064  
                     
    Net income per common share:                
    Basic   $ 0.26     $ 0.43  
    Diluted   $ 0.26     $ 0.41  

    ____________________________
    (1) – The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

     
    Reconciliation of GAAP to Non-GAAP Financial Data (Q4 2023)
    (in thousands)
    (unaudited)
                               
              Non-GAAP Adjustments        
              Share-based              
    Three months ended December 31, 2023     GAAP   Compensation   Amortization   Other   Non-GAAP  
    Net sales   $ 173,924               $ 173,924  
    Gross profit     78,655   334               78,989  
    Gross margin     45.2 %               45.4 %
    Operating expenses     54,472   (5,845 )   (2,123 )   363       46,867  
    Operating income     24,183   6,179     2,123     (363 ) ^   32,122  
    Net income     21,637   6,179     2,123     (116 ) ^   29,823  

    ____________________________
    ^   – See table below for additional details.

     
    Other Non-GAAP Adjustments (Q4 2023)
    (in thousands)
    (unaudited)
         
    Three months ended December 31, 2023    
    Changes in contingent consideration $ (465 )
    Other   102  
    Subtotal   (363 )
    Non-cash interest expense   294  
    Non-GAAP tax adjustment *   (47 )
    Total Other $ (116 )

    ____________________________
    *   – The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

     
    Net Income per Common Share (Q4 2023)
    (in thousands, except per share amounts)
    (unaudited)
                     
        Three months ended December 31, 2023
        GAAP   Non-GAAP
    Numerator:                
    Net income   $ 21,637     $ 29,823  
    Interest expense associated with 2025 and 2027 Convertible Senior Notes     511       466  
    Net income available to common shareholders   $ 22,148     $ 30,289  
                     
    Denominator:                
    Basic weighted average shares outstanding     55,537       55,537  
    Effect of potentially dilutive share-based awards     1,391       1,391  
    Dilutive effect of 2025 Convertible Senior Notes     1,104       1,104  
    Dilutive effect of 2027 Convertible Senior Notes(1)     1,789       1,355  
    Diluted weighted average shares outstanding     59,821       59,387  
                     
    Net income per common share:                
    Basic   $ 0.39     $ 0.54  
    Diluted   $ 0.37     $ 0.51  

    ____________________________
    (1)   – The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

     
    Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q4 2024 and 2023)
    (in thousands)
    (unaudited)
                 
        Three months ended   Three months ended
        December 31, 2024   December 31, 2023
    GAAP Net income   $ 14,965     $ 21,637  
    Share-based compensation     9,105       6,179  
    Amortization     1,580       2,123  
    Asset impairment     28,131       —  
    Changes in contingent consideration     (16,466 )     (465 )
    Transition expenses related to San Jose expansion project     —       57  
    Acquisition related     —       45  
    Interest (income) expense, net     (476 )     —  
    Other     1,211       —  
    Income tax expense (benefit)     (10,610 )     2,546  
    Non-GAAP Operating income   $ 27,440     $ 32,122  
                     
     
    Reconciliation of GAAP to Non-GAAP Financial Data (FY 2024)
    (in thousands)
    (unaudited)
                               
              Non-GAAP Adjustments        
              Share-based              
    For the year ended December 31, 2024     GAAP   Compensation   Amortization   Other   Non-GAAP  
    Net sales   $ 717,301               $ 717,301  
    Gross profit     304,005   6,263         162       310,430  
    Gross margin     42.4 %               43.3 %
    Operating expenses     237,024   (29,616 )   (6,983 )   (6,067 )     194,358  
    Operating income     66,981   35,879     6,983     6,229   ^   116,072  
    Net income (loss)     73,714   35,879     6,983     (12,233 ) ^   104,343  

    ____________________________
    ^   – See table below for additional details.

     
    Other Non-GAAP Adjustments (FY 2024)
    (in thousands)
    (unaudited)
         
    For the year ended December 31, 2024    
    Asset impairment $ 28,131  
    Changes in contingent consideration   (21,242 )
    Sale of productive assets   (2,033 )
    Other   1,373  
    Subtotal   6,229  
    Non-cash interest expense   1,257  
    Tax benefits associated with asset impairments   (12,239 )
    Non-GAAP tax adjustment *   (7,480 )
    Total Other $ (12,233 )

    ____________________________
    *   – The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

     
    Net Income per Common Share (FY 2024)
    (in thousands, except per share amounts)
    (unaudited)
                     
        Year ended December 31, 2024
        GAAP   Non-GAAP
    Numerator:                
    Net income   $ 73,714     $ 104,343  
    Interest expense associated with convertible notes     2,054       1,865  
    Net income available to common shareholders   $ 75,768     $ 106,208  
                     
    Denominator:                
    Basic weighted average shares outstanding     56,426       56,426  
    Effect of potentially dilutive share-based awards     1,010       1,010  
    Dilutive effect of 2025 Convertible Senior Notes     1,104       1,104  
    Dilutive effect of 2027 Convertible Senior Notes(1)     1,788       1,354  
    Dilutive effect of 2029 Convertible Senior Notes     1,268       1,268  
    Diluted weighted average shares outstanding     61,596       61,162  
                     
    Net income per common share:                
    Basic   $ 1.31     $ 1.85  
    Diluted   $ 1.23     $ 1.74  

    ____________________________
    (1) – The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

     
    Reconciliation of GAAP to Non-GAAP Financial Data (FY 2023)
    (in thousands)
    (unaudited)
                               
              Non-GAAP Adjustments        
              Share-based              
    For the year ended December 31, 2023     GAAP   Compensation   Amortization   Other   Non-GAAP  
    Net sales   $ 666,435                 $ 666,435  
    Gross profit     285,059     4,913         232       290,204  
    Gross margin     42.8   %               43.5 %
    Operating expenses     215,119     (23,645 )   (8,481 )   (2,363 )     180,630  
    Operating income     69,940     28,558     8,481     2,595   ^   109,574  
    Net income (loss)     (30,368 )   28,558     8,481     91,668   ^   98,339  

    ____________________________
    ^   – See table below for additional details.

     
    Other Non-GAAP Adjustments (FY 2023)
    (in thousands)
    (unaudited)
         
    For the year ended December 31, 2023    
    Acquisition related $ 1,056  
    Changes in contingent consideration   701  
    Transition expenses related to San Jose expansion project   838  
    Subtotal   2,595  
    Non-cash interest expense   1,118  
    Other (income) expense, net   97,091  
    Non-GAAP tax adjustment *   (9,136 )
    Total Other $ 91,668  

    ____________________________
    *   – The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

     
    Net Income per Common Share (FY 2023)
    (in thousands, except per share amounts)
    (unaudited)
                   
        Year ended December 31, 2023
        GAAP   Non-GAAP
    Numerator:              
    Net income (loss)   $ (30,368 )   $ 98,339  
    Interest expense associated with convertible notes     —       4,768  
    Net income (loss) available to common shareholders   $ (30,368 )   $ 103,107  
                   
    Denominator:              
    Basic weighted average shares outstanding     53,769       53,769  
    Effect of potentially dilutive share-based awards     —       850  
    Dilutive effect of 2023 Convertible Senior Notes     —       21  
    Dilutive effect of 2025 Convertible Senior Notes     —       2,786  
    Dilutive effect of 2027 Convertible Senior Notes(1)     —       3,417  
    Diluted weighted average shares outstanding     53,769       60,843  
                   
    Net income per common share:              
    Basic   $ (0.56 )   $ 1.83  
    Diluted   $ (0.56 )   $ 1.69  

    ____________________________
    (1) – The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

     
    Reconciliation of GAAP Net Income to Non-GAAP Operating Income (FY 2024 and 2023)
    (in thousands)
    (unaudited)
                 
        Year ended   Year ended
        December 31, 2024   December 31, 2023
    GAAP Net income (loss)   $ 73,714     $ (30,368 )
    Share-based compensation     35,879       28,558  
    Amortization     6,983       8,481  
    Asset impairment     28,131       —  
    Acquisition related     —       1,056  
    Changes in contingent consideration     (21,242 )     701  
    Transition expenses related to San Jose expansion project     —       838  
    Sales of productive assets     (2,033 )     —  
    Interest (income) expense, net     (1,853 )     1,187  
    Other     1,373       97,091  
    Income tax expense (benefit)     (4,880 )     2,030  
    Non-GAAP Operating income (loss)   $ 116,072     $ 109,574  
                     
     
    Reconciliation of GAAP to Non-GAAP Financial Data (Q1 2025)
    (in millions, except per share amounts)
    (unaudited)
                                                 
                        Non-GAAP Adjustments                
    Guidance for the three months ending                   Share-based                        
    March 31, 2025   GAAP   Compensation   Amortization   Other   Non-GAAP
    Net sales   $ 155     –   $ 175                 $ 155     –   $ 175  
    Gross profit     63     –     72     2     —     —       65     –     74  
    Gross margin     41 %   –     41 %                 42 %   –     42 %
    Operating expenses     56     –     58     (8 )   (1 )   —       47     –     49  
    Operating income     7     –     14     10     1     —       18     –     25  
    Net income   $ 7     –   $ 13     10     1     (2 )   $ 16     –   $ 22  
                                                 
    Income per diluted common share   $ 0.11     –   $ 0.22                 $ 0.26     –   $ 0.36  
                                                         
     
    Income per Diluted Common Share (Q1 2025)
    (in millions, except per share amounts)
    (unaudited)
                                             
    Guidance for the three months ending March 31, 2025   GAAP   Non-GAAP
    Numerator:                                        
    Net income available to common shareholders   $ 7     –   $ 13     $ 16     –   $ 22  
                                             
    Denominator:                                        
    Basic weighted average shares outstanding     58           58       58           58  
    Effect of potentially dilutive share-based awards     1           1       1           1  
    Dilutive effect of 2027 Convertible Senior Notes(1)     —           2       1           1  
    Diluted weighted average shares outstanding     59           61       60           60  
                                             
    Net income per common share:                                        
    Income per diluted common share   $ 0.11     –   $ 0.22     $ 0.26     –   $ 0.36  

    ____________________________
    (1)    – The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

     
    Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q1 2025)
    (in millions)
    (unaudited)
                         
    Guidance for the three months ending March 31, 2025                    
    GAAP Net income   $ 7     –   $ 13  
    Share-based compensation     10     –     10  
    Amortization     1     –     1  
    Income tax expense     —     –     1  
    Non-GAAP Operating income   $ 18     –   $ 25  

    Note: Amounts may not calculate precisely due to rounding.

    The MIL Network –

    February 13, 2025
  • MIL-OSI: Rapid7 Announces Fourth Quarter and Full-Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    • Annualized recurring revenue (“ARR”) of $840 million, an increase of 4% year-over-year
    • Full-year revenue of $844 million, up 9% year-over-year; Product subscriptions revenue of $809 million, up 9% year-over-year
    • Full-year GAAP operating income of $35 million; Full-year non-GAAP operating income of $164 million
    • Full-year net cash provided by operating activities of $172 million; Free cash flow of $154 million

    BOSTON, Feb. 12, 2025 (GLOBE NEWSWIRE) — Rapid7, Inc. (Nasdaq: RPD), a leader in extended risk and threat detection, today announced its financial results for the fourth quarter and full-year 2024.

    “As we reflect on 2024, I’m proud of the progress we made to position Rapid7 for long-term growth and success. We achieved $840 million in ARR and delivered over $150 million in free cash flow, while advancing our strategic priorities to innovate, scale, and empower our customers to consolidate and secure their operations more effectively. Continued momentum in Managed Detection and Response and the launch of our Exposure Command platform have further strengthened our ability to deliver measurable value for customers,” said Corey Thomas, Chairman and CEO of Rapid7.

    “As we move through 2025, our focus remains on accelerating growth, deepening customer engagement, and driving innovation to solidify Rapid7 as the security operations platform of choice for organizations worldwide.”

    Fourth Quarter 2024 Financial Results and Other Metrics

      As of December 31,
        2024       2023     % Change
      (dollars in thousands)
    ARR $ 839,819     $ 805,670       4 %
    Number of customers   11,727       11,526       2 %
    ARR per customer $ 71.6     $ 69.9       2 %
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023     % Change     2024       2023     % Change
      (in thousands, except per share data)
    Product subscriptions revenue $ 206,328     $ 194,819       6 %   $ 808,906     $ 740,168       9 %
    Professional services revenue   9,933       10,449       (5 %)     35,101       37,539       (6 )%
    Total revenue $ 216,261     $ 205,268       5 %   $ 844,007     $ 777,707       9 %
                           
    North America revenue $ 163,014     $ 158,695       3 %   $ 643,405     $ 607,448       6 %
    Rest of world revenue   53,247       46,573       14 %     200,602       170,259       18 %
    Total revenue $ 216,261     $ 205,268       5 %   $ 844,007     $ 777,707       9 %
                           
    GAAP gross profit $ 150,369     $ 145,442         $ 592,972     $ 545,661      
    GAAP gross margin   70 %     71 %         70 %     70 %    
    Non-GAAP gross profit $ 157,902     $ 152,265         $ 622,343     $ 575,052      
    Non-GAAP gross margin   73 %     74 %         74 %     74 %    
                           
    GAAP income (loss) from operations $ 7,279     $ 10,000         $ 35,035     $ (84,288 )    
    GAAP operating margin   3 %     5 %         4 %     (11 )%    
    Non-GAAP income from operations $ 39,995     $ 41,498         $ 163,508     $ 102,221      
    Non-GAAP operating margin   18 %     20 %         19 %     13 %    
                           
    GAAP net income (loss) $ 2,172     $ 19,116         $ 25,526     $ (152,815 )    
    GAAP net income (loss) per share, basic $ 0.03       0.31         $ 0.41     $ (2.52 )    
    GAAP net income (loss) per share, diluted $ 0.03     $ 0.26         $ 0.40     $ (2.52 )    
    Non-GAAP net income $ 34,342     $ 51,691         $ 163,138     $ 107,232      
    Non-GAAP net income per share:                      
    Basic $ 0.54     $ 0.84         $ 2.61     $ 1.76      
    Diluted $ 0.48     $ 0.72         $ 2.28     $ 1.52      
                           
    Adjusted EBITDA $ 46,310     $ 47,819         $ 188,450     $ 126,661      
                           
    Net cash provided by operating activities $ 63,773     $ 63,466         $ 171,670     $ 104,278      
    Free cash flow $ 58,842     $ 60,254         $ 154,083     $ 84,034      
                                           

    For additional details on the reconciliation of non-GAAP measures and certain other business metrics to their nearest comparable GAAP measures, please refer to the accompanying financial data tables included in this press release. Certain prior periods reflect immaterial corrections. See Exhibit 1 for additional information.

    Recent Business Highlights

    • In November, Rapid7 won “Security Vendor of the Year” at the CRN Channel Awards 2024. The award is one of the oldest and most prestigious in the UK IT channel, and acknowledges Rapid7’s overall contribution to business development within the channel.
    • In November, Rapid7’s Managed Extended Detection & Response added coverage for Microsoft security telemetry, integrating organizations’ existing Microsoft telemetry into Rapid7’s Command Platform for broader, faster threat detection and remediation, without additional infrastructure or complex integration requirements.
    • In November, Rapid7 expanded Exposure Command to add support for Amazon Web Services (“AWS”) Resource Control Policies, providing additional visibility, insights, and best practices to guide customers in addressing complex enterprise Identity and Access Management challenges across the modern attack surface.
    • In December, Rapid7’s Managed Extended Detection & Response added coverage for AWS environments, bringing customers deeper cloud detection and response capabilities by combining cloud native telemetry, AWS security telemetry, and enhanced detections in the Rapid7 Command Platform.
    • In December, Rapid7 achieved the In Process Designation from the Federal Risk and Authorization Management Program (“FedRAMPⓇ”) for its InsightGovCloud Platform, indicating that Rapid7 is actively working towards authorization and highlighting Rapid7’s continued commitment to partnering with federal agencies to invest in security solutions that enable continuous threat exposure management and enhance the resilience of their organizations.
    • In January, Rapid7 earned the highest possible score on the Human Rights Campaign Foundation’s 2025 Corporate Equality Index, the nation’s foremost report for measuring corporate policies and practices related to LGBTQ+ workplace equality.

    First Quarter and Full-Year 2025 Guidance

    Rapid7 anticipates ARR, revenue, non-GAAP income from operations, non-GAAP net income per share and free cash flow to be in the following ranges:

      First Quarter 2025   Full-Year 2025
      (in millions, except per share data)
    ARR           $870   to   $890  
    Year-over-year growth           4%   to   6%  
    Revenue   $207   to   $209       $860   to   $870  
    Year-over-year growth   1%   to   2%       2%   to   3%  
    Non-GAAP income from operations   $23   to   $25       $125   to   $135  
    Non-GAAP net income per share   $0.33   to   $0.36       $1.72   to   $1.85  
    Weighted average shares outstanding   75.6               77.3          
    Free cash flow         Approximately $135 million
               

    The guidance provided above is forward-looking in nature. Actual results may differ materially. See the cautionary note regarding “Forward-Looking Statements” below. Guidance for the first quarter and full-year 2025 does not include any potential impact of foreign exchange gains or losses. The guidance provided above is based on a number of assumptions, estimates and expectations as of the date of this press release and, while presented with numerical specificity, this guidance is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Rapid7’s control and are based upon specific assumptions with respect to future business decisions or economic conditions, some of which may change. Rapid7 undertakes no obligation to update guidance after this date.

    Non-GAAP guidance excludes estimates for stock-based compensation expense, amortization of acquired intangible assets, amortization of debt issuance costs, and certain other items such as acquisition-related expenses, impairment of long-lived assets, restructuring expense, induced conversion expense, change in the fair value of derivative assets, litigation-related expenses and discrete tax items. Rapid7 has provided a reconciliation of each non-GAAP guidance measure to the most comparable GAAP measures in the financial statement tables included in this press release. The reconciliation does not reflect any items that are unknown at this time, including, but not limited to, non-ordinary course litigation-related expenses, which we are not able to predict without unreasonable effort due to their inherent uncertainty.

    Conference Call and Webcast Information

    Rapid7 will host a conference call today, February 12, 2025, to discuss its results at 4:30 p.m. Eastern Time. The call will be accessible by telephone at 888-330-2384 (domestic) or +1 240-789-2701 (international) with the event code 8484206. The call will also be available live via webcast on Rapid7’s website at https://investors.rapid7.com. A webcast replay of the conference call will be available at https://investors.rapid7.com.

    About Rapid7

    Rapid7 (Nasdaq: RPD) is on a mission to create a safer digital world by making cybersecurity simpler and more accessible. We empower security professionals to manage a modern attack surface through our best-in-class technology, leading-edge research, and broad, strategic expertise. Rapid7’s comprehensive security solutions help more than 11,000 global customers unite cloud risk management and threat detection to reduce attack surfaces and eliminate threats with speed and precision. For more information, visit our website, check out our blog, or follow us on LinkedIn or Twitter.

    Non-GAAP Financial Measures and Other Metrics

    To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we provide investors with certain non-GAAP financial measures and other metrics, which we believe are helpful to our investors. We use these non-GAAP financial measures and other metrics for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We also use certain non-GAAP financial measures as performance measures under our executive bonus plan. We believe that these non-GAAP financial measures and other metrics provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.

    While our non-GAAP financial measures are an important tool for financial and operational decision-making and for evaluating our own operating results over different periods of time, you should review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not rely on any single financial measure to evaluate our business.

    Non-GAAP Financial Measures

    We disclose the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP income from operations, non-GAAP net income, non-GAAP net income per share, adjusted EBITDA and free cash flow. We also disclose non-GAAP gross margin and non-GAAP operating margin derived from these financial measures.

    We define non-GAAP gross profit, non-GAAP income from operations, non-GAAP net income and non-GAAP net income per share as the respective GAAP balances excluding the effect of stock-based compensation expense, amortization of acquired intangible assets, amortization of debt issuance costs and certain other items such as acquisition-related expenses, impairment of long-lived assets, change in the fair value of derivative assets, restructuring expense, induced conversion expense and discrete tax items. Non-GAAP net income per basic and diluted share is calculated as non-GAAP net income divided by the weighted average shares used to compute net income per share, with the number of weighted average shares decreased, when applicable, to reflect the anti-dilutive impact of the capped call transactions entered into in connection with our convertible senior notes.

    We believe these non-GAAP financial measures are useful to investors in assessing our operating performance due to the following factors:

    Stock-based compensation expense. We exclude stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact our non-cash expense. We believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between our operating results from period to period.

    Amortization of acquired intangible assets. We believe that excluding the impact of amortization of acquired intangible assets allows for more meaningful comparisons between operating results from period to period as the intangible assets are valued at the time of acquisition and are amortized over several years after the acquisition.

    Amortization of debt issuance costs. The expense for the amortization of debt issuance costs related to our convertible senior notes and our former revolving credit facility is a non-cash item, and we believe the exclusion of this interest expense provides a more useful comparison of our operational performance in different periods.

    Induced conversion expense. In conjunction with the third quarter of 2023 partial repurchase of our 2.25% convertible senior notes due 2025, we incurred a non-cash induced conversion expense of $53.9 million. We exclude induced conversion expense because this amount is not indicative of the performance of or trends in our business, and neither is comparable to the prior period nor predictive of future results.

    Litigation-related expenses. We exclude non-ordinary course litigation expense because we do not consider legal costs and settlement fees incurred in litigation and litigation-related matters of non-ordinary course lawsuits and other disputes to be indicative of our core operating performance. We do not adjust for ordinary course legal expenses, including legal costs and settlement fees resulting from maintaining and enforcing our intellectual property portfolio and license agreements.

    Acquisition-related expenses. We exclude acquisition-related expenses, including accretion expense associated with contingent consideration, as costs that are unrelated to the current operations and are neither comparable to the prior period nor predictive of future results.

    Change in fair value of derivative assets. The expense for the change in fair value of derivative assets related to our capped calls settlement is a non-cash item and we believe the exclusion of this other income (expense) provides a more useful comparison of our operational performance in different periods.

    Impairment of long-lived assets. Impairment of long-lived assets consists of impairment charges allocated to the carrying amount of certain operating right-of-use assets and the associated leasehold improvements when the carrying amounts exceed their respective fair values and we believe the exclusion of the impairment charges provides a more useful comparison of our operational performance in different periods.

    Restructuring expense. We exclude non-ordinary course restructuring expenses related to our restructuring plan, that was completed during fiscal year 2024, because we do not believe these charges are indicative of our core operating performance and we believe the exclusion of the restructuring expenses provides a more useful comparison of our performance in different periods.

    Discrete tax items. We exclude certain discrete tax items such as income tax expenses or benefits that are not related to ongoing business operations in the current year and adjustments to uncertain tax position reserves as these charges are not indicative of our ongoing operating results, and they are not considered when we are forecasting our future results.

    Anti-dilutive impact of capped call transaction. Our capped call transactions are intended to offset potential dilution from the conversion features in our convertible senior notes. Although we cannot reflect the anti-dilutive impact of the capped call transactions under GAAP, we do reflect the anti-dilutive impact of the capped call transactions in non-GAAP net income (loss) per diluted share, when applicable, to provide investors with useful information in evaluating our financial performance on a per share basis.

    Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure that we define as net income (loss) before (1) interest income, (2) interest expense, (3) other (income) expense, net, (4) provision for (benefit from) income taxes, (5) depreciation expense, (6) amortization of intangible assets, (7) stock-based compensation expense, (8) acquisition-related expenses, (9) litigation-related expenses, (10) impairment of long-lived assets and (11) restructuring expense. We believe that the use of adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods.

    Free Cash Flow. Free cash flow is a non-GAAP measure that we define as cash provided by operating activities less purchases of property and equipment and capitalization of internal-use software costs. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after necessary capital expenditures.

    Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact upon our reported financial results. Further, stock-based compensation expense has been and will continue to be for the foreseeable future a significant recurring expense in our business and an important part of the compensation provided to our employees.

    Other Metrics

    ARR. ARR is defined as the annual value of all recurring revenue related to contracts in place at the end of the period. ARR should be viewed independently of revenue and deferred revenue as ARR is an operating metric and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates, and does not include revenue reported as professional services revenue in our consolidated statement of operations.

    Number of Customers. We define a customer as any entity that has an active Rapid7 recurring revenue contract as of the specified measurement date, excluding InsightOps and Logentries only customers with a contract value of less than $2,400 per year.

    ARR per Customer. We define ARR per customer as ARR divided by the number of customers at the end of the period.

    Cautionary Language Concerning Forward-Looking Statements

    This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, the statements regarding our financial guidance for the first quarter and full-year 2025, and the assumptions underlying such guidance. Our use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. The events described in our forward-looking statements are subject to a number of risks and uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Risks that could cause or contribute to such differences include, but are not limited to, growing macroeconomic uncertainty, unstable market and economic conditions, fluctuations in our quarterly results, our ability to successfully grow our sales of our cloud-based solutions, including through the shift to a consolidated platform sales approach, effectiveness of our restructuring plan that was completed during fiscal year 2024, failure to meet our publicly announced guidance or other expectations about our business, our ability to sustain our revenue growth rate, the ability of our products and professional services to correctly detect vulnerabilities, renewal of our customer’s subscriptions, competition in the markets in which we operate, market growth, our ability to innovate and manage our growth, our sales cycles, our ability to integrate acquired companies, exposure to greater than anticipated tax liabilities, and our ability to operate in compliance with applicable laws as well as other risks and uncertainties that could affect our business and results described in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024, particularly in the section entitled “Item 1.A Risk Factors,” and in the subsequent reports that we file with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

    Investor contact:

    Elizabeth Chwalk
    Senior Director, Investor Relations
    investors@rapid7.com
    (617) 865-4277

    Press contact:

    Alice Randall
    Director, Global Corporate Communications
    press@rapid7.com
    (214) 693-4727

    RAPID7, INC.
    Consolidated Balance Sheets (Unaudited)
    (in thousands)
     
      December 31, 2024   December 31, 2023
    Assets      
    Current assets:      
    Cash and cash equivalents $ 334,686     $ 213,629  
    Short-term investments   187,025       169,544  
    Accounts receivable, net   168,242       164,862  
    Deferred contract acquisition and fulfillment costs, current portion   52,134       45,008  
    Prepaid expenses and other current assets   44,024       41,407  
    Total current assets   786,111       634,450  
    Long-term investments   37,274       56,171  
    Property and equipment, net   32,245       39,642  
    Operating lease right-of-use assets   48,877       54,693  
    Deferred contract acquisition and fulfillment costs, non-current portion   73,672       76,601  
    Goodwill   575,268       536,351  
    Intangible assets, net   85,719       94,546  
    Other assets   12,868       12,894  
    Total assets $ 1,652,034     $ 1,505,348  
    Liabilities and Stockholders’ Equity (Deficit)      
    Current liabilities:      
    Accounts payable $ 18,908     $ 15,812  
    Accrued expenses and other current liabilities   88,802       85,025  
    Convertible senior notes, current portion, net   45,895       —  
    Operating lease liabilities, current portion   15,493       13,452  
    Deferred revenue, current portion   461,118       455,503  
    Total current liabilities   630,216       569,792  
    Convertible senior notes, non-current portion, net   888,356       929,996  
    Operating lease liabilities, non-current portion   68,430       81,130  
    Deferred revenue, non-current portion   27,078       32,577  
    Other long-term liabilities   20,243       10,032  
    Total liabilities   1,634,323       1,623,527  
    Stockholders’ equity (deficit):      
    Common stock $ 635     $ 617  
    Treasury stock   (4,765 )     (4,765 )
    Additional paid-in-capital   1,011,080       898,185  
    Accumulated other comprehensive (loss) income   (1,205 )     1,344  
    Accumulated deficit   (988,034 )     (1,013,560 )
    Total stockholders’ equity (deficit)   17,711       (118,179 )
    Total liabilities and stockholders’ equity (deficit) $ 1,652,034     $ 1,505,348  

    Note: Certain prior periods reflect immaterial corrections. See Exhibit 1 for additional information.

    RAPID7, INC.
    Consolidated Statements of Operations (Unaudited)
    (in thousands, except share and per share data)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Revenue:              
    Product subscriptions $ 206,328     $ 194,819     $ 808,906     $ 740,168  
    Professional services   9,933       10,449       35,101       37,539  
    Total revenue   216,261       205,268       844,007       777,707  
    Cost of revenue:              
    Product subscriptions   58,932       52,369       225,547       203,140  
    Professional services   6,960       7,457       25,488       28,906  
    Total cost of revenue   65,892       59,826       251,035       232,046  
    Total gross profit   150,369       145,442       592,972       545,661  
    Operating expenses:              
    Research and development   46,334       40,031       173,126       177,937  
    Sales and marketing   72,767       73,557       298,809       313,661  
    General and administrative   23,989       19,623       86,002       85,340  
    Impairment of long-lived assets   —       —       —       30,784  
    Restructuring   —       2,231       —       22,227  
    Total operating expenses   143,090       135,442       557,937       629,949  
    Income (loss) from operations   7,279       10,000       35,035       (84,288 )
    Other income (expense), net:              
    Interest income   5,551       4,177       21,063       10,177  
    Interest expense   (2,783 )     (2,695 )     (10,963 )     (64,700 )
    Other (expense) income, net   (4,361 )     3,571       (3,680 )     (14,522 )
    Income (loss) before income taxes   5,686       15,053       41,455       (153,333 )
    Provision for (benefit from) income taxes   3,514       (4,063 )     15,929       (518 )
    Net income (loss) $ 2,172     $ 19,116     $ 25,526     $ (152,815 )
    Net income (loss) per share, basic $ 0.03     $ 0.31     $ 0.41     $ (2.52 )
    Net income (loss) per share, diluted (1) $ 0.03     $ 0.26     $ 0.40     $ (2.52 )
    Weighted-average common shares outstanding, basic   63,339,306       61,497,797       62,607,583       60,756,087  
    Weighted-average common shares outstanding, diluted   63,901,277       73,728,912       63,183,651       60,756,087  
     
    (1) We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive. On an if-converted basis, for the three months ended December 31, 2024 and the years ended December 31, 2024 and 2023, the 2025, 2027 and 2029 Notes were anti-dilutive. On an if-converted basis, for the three months ended December 31, 2023, the 2027 and 2029 Notes were dilutive and the 2025 Note was anti-dilutive.

    Note: Certain prior periods reflect immaterial corrections. See Exhibit 1 for additional information.

    RAPID7, INC.
    Consolidated Statements of Cash Flows (Unaudited)
    (in thousands)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Cash flows from operating activities:              
    Net income (loss) $ 2,172     $ 19,116     $ 25,526     $ (152,815 )
    Adjustments to reconcile net income (loss) to cash provided by operating activities:              
    Depreciation and amortization   11,436       11,411       44,893       45,939  
    Amortization of debt issuance costs   1,122       1,077       4,447       4,138  
    Stock-based compensation expense   27,412       24,177       107,961       111,636  
    Deferred income taxes   (1,049 )     (5,624 )     791       (5,624 )
    Impairment of long-lived assets   —       —       —       30,784  
    Change in fair value of derivative assets   —       —       —       15,511  
    Induced conversion expense   —       —       —       53,889  
    Other   3,031       (5,157 )     (1,503 )     469  
    Change in operating assets and liabilities:              
    Accounts receivable   (27,912 )     (26,449 )     (5,480 )     (14,021 )
    Deferred contract acquisition and fulfillment costs   (3,703 )     (9,046 )     (4,196 )     (18,534 )
    Prepaid expenses and other assets   (3,257 )     (9,558 )     2,805       (4,125 )
    Accounts payable   13,227       6,704       2,777       5,449  
    Accrued expenses   7,584       20,390       (9,829 )     2,422  
    Deferred revenue   36,317       36,839       (795 )     30,472  
    Other liabilities   (2,607 )     (414 )     4,273       (1,312 )
    Net cash provided by operating activities   63,773       63,466       171,670       104,278  
    Cash flows from investing activities:              
    Business acquisition, net of cash acquired   (103 )     —       (37,301 )     (34,841 )
    Purchases of property and equipment   (1,183 )     (367 )     (3,425 )     (4,366 )
    Capitalization of internal-use software costs   (3,748 )     (2,845 )     (14,162 )     (15,878 )
    Purchases of investments   —       (82,816 )     (242,494 )     (276,829 )
    Sales/maturities of investments   58,000       49,750       250,500       150,450  
    Other investments   —       2,710       360       2,710  
    Net cash provided by (used in) investing activities   52,966       (33,568 )     (46,522 )     (178,754 )
    Cash flows from financing activities:              
    Proceeds from issuance of convertible senior notes, net of issuance costs paid of $7,909   —       (709 )     —       292,091  
    Purchase of capped calls related to convertible senior notes   —       —       —       (36,570 )
    Payments for repurchase of convertible senior notes   —       —       —       (199,998 )
    Payments related to business acquisitions   (500 )     —       (500 )     (2,250 )
    Proceeds from capped call settlement   —       —       —       17,518  
    Taxes paid related to net share settlement of equity awards   (847 )     (1,558 )     (4,730 )     (5,570 )
    Proceeds from employee stock purchase plan   —       —       9,246       11,323  
    Proceeds from stock option exercises   130       69       1,566       3,053  
    Net cash (used in) provided by financing activities   (1,217 )     (2,198 )     5,582       79,597  
    Effects of exchange rates on cash, cash equivalents and restricted cash   (3,529 )     3,212       (2,756 )     1,202  
    Net increase in cash, cash equivalents and restricted cash   111,993       30,912       127,974       6,323  
    Cash, cash equivalents and restricted cash, beginning of period   230,108       183,215       214,127       207,804  
    Cash, cash equivalents and restricted cash, end of period $ 342,101     $ 214,127     $ 342,101     $ 214,127  
    Supplemental cash flow information:              
    Cash paid for interest on convertible senior notes   518       518       6,358       4,605  
    Cash paid for income taxes, net of refunds   1,876       459       8,949       1,624  
    Reconciliation of cash, cash equivalents and restricted cash:              
    Cash and cash equivalents   334,686       213,629       334,686       213,629  
    Restricted cash included in prepaid expenses and other current assets and other assets   7,415       498       7,415       498  
    Total cash, cash equivalents and restricted cash $ 342,101     $ 214,127     $ 342,101     $ 214,127  

    Note: Certain prior periods reflect immaterial corrections. See Exhibit 1 for additional information.

    RAPID7, INC.
    GAAP to Non-GAAP Reconciliation (Unaudited)
    (in thousands, except share and per share data)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    GAAP gross profit $ 150,369     $ 145,442     $ 592,972     $ 545,661  
    Add: Stock-based compensation expense1   3,109       2,430       12,208       11,005  
    Add: Amortization of acquired intangible assets2   4,424       4,393       17,163       18,386  
    Non-GAAP gross profit $ 157,902     $ 152,265     $ 622,343     $ 575,052  
    Non-GAAP gross margin   73.0 %     74.2 %     73.7 %     73.9 %
                   
    GAAP gross profit – Product subscriptions $ 147,396     $ 142,450     $ 583,359     $ 537,028  
    Add: Stock-based compensation expense   2,576       1,932       10,376       8,439  
    Add: Amortization of acquired intangible assets   4,424       4,393       17,163       18,386  
    Non-GAAP gross profit – Product subscriptions $ 154,396     $ 148,775     $ 610,898     $ 563,853  
    Non-GAAP gross margin – Product subscriptions   74.8 %     76.4 %     75.5 %     76.2 %
                   
    GAAP gross profit – Professional services $ 2,973     $ 2,992     $ 9,613     $ 8,633  
    Add: Stock-based compensation expense   533       498       1,832       2,566  
    Non-GAAP gross profit – Professional services $ 3,506     $ 3,490     $ 11,445     $ 11,199  
    Non-GAAP gross margin – Professional services   35.3 %     33.4 %     32.6 %     29.8 %
                   
    GAAP income (loss) from operations $ 7,279     $ 10,000     $ 35,035     $ (84,288 )
    Add: Stock-based compensation expense1   27,412       24,177       107,961       111,636  
    Add: Amortization of acquired intangible assets2   5,121       5,090       19,951       21,499  
    Add: Acquisition-related expenses3   183       —       751       363  
    Add: Impairment of long-lived assets   —       —       —       30,784  
    Add: Restructuring expense   —       2,231       (190 )     22,227  
    Non-GAAP income from operations $ 39,995     $ 41,498     $ 163,508     $ 102,221  
                   
    GAAP net income (loss) $ 2,172     $ 19,116     $ 25,526     $ (152,815 )
    Add: Stock-based compensation expense1   27,412       24,177       107,961       111,636  
    Add: Amortization of acquired intangible assets2   5,121       5,090       19,951       21,499  
    Add: Amortization of debt issuance costs   1,122       1,077       4,447       4,138  
    Add: Acquisition-related expenses3   183       —       751       363  
    Add: Impairment of long-lived assets   —       —       —       30,784  
    Add: Change in fair value of derivative assets   —       —       —       15,511  
    Add: Restructuring expense4   —       2,231       (190 )     22,227  
    Add: Induced conversion expense   —       —       —       53,889  
    Add: Discrete tax items5   (1,668 )     —       4,692       —  
    Non-GAAP net income $ 34,342     $ 51,691     $ 163,138     $ 107,232  
    Add: Interest expense of convertible senior notes6   1,571       1,571       6,285       2,667  
    Numerator for non-GAAP earnings per share, diluted calculation $ 35,913     $ 53,262     $ 169,423     $ 109,899  
                   
    Weighted average shares used in GAAP earnings per share calculation, basic   63,339,306       61,497,797       62,607,583       60,756,087  
    Dilutive effect of convertible senior notes6   11,183,611       11,183,611       11,183,611       10,429,891  
                   
    Dilutive effect of employee equity incentive plans7   561,971       1,047,504       576,068       916,134  
    Weighted average shares used in non-GAAP earnings per share calculation, diluted   75,084,888       73,728,912       74,367,262       72,102,112  
                   
    Non-GAAP net income per share:              
    Basic $ 0.54     $ 0.84     $ 2.61     $ 1.76  
    Diluted $ 0.48     $ 0.72     $ 2.28     $ 1.52  
                   
    1 Includes stock-based compensation expense as follows:              
    Cost of revenue $ 3,109     $ 2,430     $ 12,208     $ 11,005  
    Research and development   10,703       7,749       37,566       39,183  
    Sales and marketing   6,615       6,482       28,718       30,350  
    General and administrative   6,985       7,516       29,469       31,098  
                   
    2 Includes amortization of acquired intangible assets as follows:              
    Cost of revenue $ 4,424     $ 4,393     $ 17,163     $ 18,386  
    Sales and marketing   652       652       2,608       2,608  
    General and administrative   45       45       180       505  
                   
    3 Includes acquisition-related expenses as follows:              
    General and administrative $ 183     $ —     $ 751     $ 363  
                   
    4 For the year ended December 31, 2024, restructuring expense was included within general and administrative expense in our consolidated statements of operations.
                   
    5 Includes discrete tax items as follows:
    Provision for income taxes $ (1,668 )   $ —     $ 4,692     $ —  
                   
    6 We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive. Adjustments for interest expense, if applicable, on our convertible senior notes for purposes of calculating non-GAAP earnings per share are done gross of any tax impact. On an if-converted basis, for the three months ended December 31, 2024 and 2023, the 2025, 2027 and 2029 Notes were dilutive. On an if-converted basis, for the year ended December 31, 2024, the 2025, 2027 and 2029 Notes were dilutive. For the year ended December 31, 2023, the 2027 and 2029 Notes were dilutive and the 2025 Notes were anti-dilutive.
                   
    7 We use the treasury method to compute the dilutive effect of employee equity incentive plan awards.
                   

    Note: Certain prior periods reflect immaterial corrections. See Exhibit 1 for additional information.

    RAPID7, INC.
    Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited)
    (in thousands)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    GAAP net income (loss) $ 2,172     $ 19,116     $ 25,526     $ (152,815 )
    Interest income   (5,551 )     (4,177 )     (21,063 )     (10,177 )
    Interest expense   2,783       2,695       10,963       64,700  
    Other (income) expense, net   4,361       (3,571 )     3,680       14,522  
    Provision for (benefit from) income taxes   3,514       (4,063 )     15,929       (518 )
    Depreciation expense   2,658       3,118       11,059       14,047  
    Amortization of intangible assets   8,778       8,293       33,834       31,892  
    Stock-based compensation expense   27,412       24,177       107,961       111,636  
    Acquisition-related expenses   183       —       751       363  
    Impairment of long-lived assets   —       —       —       30,784  
    Restructuring expense   —       2,231       (190 )     22,227  
    Adjusted EBITDA $ 46,310     $ 47,819     $ 188,450     $ 126,661  

    Note: Certain prior period reflect immaterial corrections. See Exhibit 1 for additional information.

    RAPID7, INC.
    Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (Unaudited)
    (in thousands)
     
      Three Months Ended December 31,   Year Ended December 31,
        2024       2023       2024       2023  
    Net cash provided by operating activities $ 63,773     $ 63,466     $ 171,670     $ 104,278  
    Less: Purchases of property and equipment   (1,183 )     (367 )     (3,425 )     (4,366 )
    Less: Capitalized internal-use software costs   (3,748 )     (2,845 )     (14,162 )     (15,878 )
    Free cash flow $ 58,842     $ 60,254     $ 154,083     $ 84,034  
    First Quarter and Full-Year 2025 Guidance
    GAAP to Non-GAAP Reconciliation
    (in millions, except per share data)
     
      First Quarter 2025   Full-Year 2025
    Reconciliation of GAAP income from operations to non-GAAP income from operations:              
    Anticipated GAAP loss from operations $ (10 ) to $ (8 )   $ (13 ) to $ (3 )
    Add: Anticipated stock-based compensation expense   28   to   28       118   to   118  
    Add: Anticipated amortization of acquired intangible assets   5   to   5       20   to   20  
    Anticipated non-GAAP income from operations $ 23   to $ 25     $ 125   to $ 135  
                   
    Reconciliation of GAAP net income to non-GAAP net income:              
    Anticipated GAAP net loss $ (11 ) to $ (9 )   $ (15 ) to $ (5 )
    Add: Anticipated stock-based compensation expense   28   to   28       118   to   118  
    Add: Anticipated amortization of acquired intangible assets   5   to   5       20   to   20  
    Add: Anticipated amortization of debt issuance costs   1   to   1       4   to   4  
    Anticipated non-GAAP net income $ 23   to $ 25     $ 127   to $ 137  
    Add: Anticipated interest expense on convertible senior notes   2   to   2       6   to   6  
    Numerator for non-GAAP earnings per share calculation $ 25   to $ 27     $ 133   to $ 143  
                   
    Anticipated GAAP net loss per share, diluted $ (0.15 )   $ (0.12 )   $ (0.19 )   $ (0.06 )
    Anticipated non-GAAP net income per share, diluted $ 0.33     $ 0.36     $ 1.72     $ 1.85  
                   
    Weighted average shares used in earnings per share calculation, diluted   75.6       77.3  
                   

    The reconciliation does not reflect any items that are unknown at this time, including, but not limited to, non-ordinary course litigation-related expenses, which we are not able to predict without unreasonable effort due to their inherent uncertainty. As a result, the estimates shown for Anticipated GAAP loss from operations, Anticipated GAAP net loss and Anticipated GAAP net loss per share are expected to change.

      Full-Year 2025
    Reconciliation of net cash provided by operating activities to free cash flow:  
    Anticipated net cash provided by operating activities $ 153  
    Less: Anticipated purchases of property and equipment   (3 )
    Less: Anticipated capitalized internal-use software costs   (15 )
    Anticipated free cash flow $ 135  

    Exhibit 1 – Immaterial Correction of an Error

    During the fourth quarter of 2024, we identified an immaterial error related to stock-based compensation expense associated with certain restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted during fiscal years 2023 and 2024 that resulted in an understatement of stock-based compensation expense in fiscal year 2023 and the year-to-date period ended September 30, 2024. We have concluded that our previously issued financial statements were not materially misstated as a result of this error and have corrected the error in these prior periods. The correction of this error resulted in (i) an increase in additional paid-in capital and a corresponding increase to accumulated deficit as of December 31, 2023 of approximately $3.6 million and (ii) an increase in additional paid-in capital and a corresponding increase to accumulated deficit as of September 30, 2024 of approximately $7.2 million. There was no change to net cash provided by operating activities, net cash used in investing activities and net cash provided by financing activities in our consolidated statements of cash flows for the year ended December 31, 2023 and the year-to-date period ended September 30, 2024. Additionally, there was no change to our ARR, revenue, non-GAAP net income (loss) from operations, non-GAAP net income (loss) or free cash flow.

    The following table sets forth the effect of the immaterial error correction to certain line items of our consolidated statements of operations for (i) the three months ended December 31, 2023, (ii) the fiscal year ended December 31, 2023, and (iii) the three months ended March 31, 2024, June 30, 2024 and September 30, 2024, respectively:

      Three Months Ended   Year Ended   Three Months Ended
      December 31, 2023   March 31, 2024   June 30, 2024   September 30, 2024
      Adjustment   Adjustment   Adjustment   Adjustment   Adjustment
      (in thousands, except for per share amounts)
    Consolidated Statement of Operations:                  
    Cost of revenue – product subscriptions $ 62     $ 236     $ 79     $ 125     $ 121  
    Cost of revenue – professional services $ 16     $ 69     $ 12     $ 19     $ 19  
    Research and development expense $ 302     $ 1,161     $ 378     $ 392     $ 411  
    Sales and marketing expense $ 243     $ 1,025     $ 290     $ 331     $ 300  
    General and administrative expense $ 309     $ 1,064     $ 93     $ 790     $ 293  
    Net income (loss) $ (932 )   $ (3,555 )   $ (852 )   $ (1,657 )   $ (1,144 )
    Net income (loss) per share, basic $ (0.02 )   $ (0.06 )   $ (0.02 )   $ (0.03 )   $ (0.02 )
    Net income (loss) per share, diluted $ (0.01 )   $ (0.06 )   $ (0.01 )   $ (0.02 )   $ (0.01 )

    The MIL Network –

    February 13, 2025
  • MIL-OSI Russia: Government meeting (2025, No. 4)

    Translartion. Region: Russians Fedetion –

    Source: Government of the Russian Federation – An important disclaimer is at the bottom of this article.

    1. On the draft federal law “On Amendments to Article 19 of the Law of the Russian Federation “On the Status of Judges in the Russian Federation” and Article 1 of the Federal Law “On Social Guarantees and Compensations for Military Personnel Serving in Military Formations of the Russian Federation Stationed in the Territories of the Republic of Belarus, the Republic of Kazakhstan and the Kyrgyz Republic, as well as Persons Working in These Formations”

    The bill is aimed at establishing a uniform level of social protection for judges of military courts stationed outside the territory of the Russian Federation.

    2. On the draft federal law “On the creation of state information systems to combat offenses (crimes) committed using information and telecommunications technologies, and on amendments to certain legislative acts of the Russian Federation”

    The bill is aimed at preventing, suppressing and increasing liability for illegal acts committed using information technologies.

    3. On the draft federal law “On the ratification of the Protocol on Amendments to the Agreement between the Government of the Russian Federation and the Government of the People’s Republic of China on the facilitation of travel for citizens”

    The bill aims to ratify the protocol signed in Moscow on August 21, 2024.

    4. On the draft federal law “On Amendments to Articles 2463 and 427 of Part Two of the Tax Code of the Russian Federation”

    The bill is aimed at eliminating the constraints affecting the investment attractiveness of the preferential regime created in the Kuril Islands in accordance with Federal Law No. 50-FZ of March 9, 2022 “On Amendments to Part Two of the Tax Code of the Russian Federation”.

    5. On the draft federal law “On Amendments to Articles 247 and 2593 of Part One, Articles 689 and 700 of Part Two and Article 1137 of Part Three of the Civil Code of the Russian Federation”

    The bill is aimed at amending parts one, two and three of the Civil Code of the Russian Federation in terms of displaying in the Unified State Register of Real Estate information on the existence of rights of third parties in relation to real estate objects that are not their owners.

    6. On the allocation of budgetary allocations to the Ministry of Agriculture of Russia in 2025 from the reserve fund of the Government of the Russian Federation for the provision of one-time financial assistance in the form of a subsidy from the federal budget to the budget of the Kursk region

    The draft order is aimed at improving the financial condition of agricultural producers in the Kursk region.

    Moscow, February 12, 2025

    The content of the press releases of the Department of Press Service and References is a presentation of materials submitted by federal executive bodies for discussion at a meeting of the Government of the Russian Federation.

    Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

    MIL OSI Russia News –

    February 13, 2025
  • MIL-OSI Security: U.S. Attorney’s Office Collects more than $1.5 Billion in Criminal and Civil Actions in Fiscal Year 2024

    Source: Office of United States Attorneys

    Criminal Payment by Crypto Exchange Binance for failing to have money laundering protections boosts collections to new record

    Seattle — U.S. Attorney Tessa M. Gorman announced today that the Western District of Washington collected $1,518145,143 in criminal and civil actions in Fiscal Year 2024. Of this amount, $1,509,282,780 was collected in criminal actions and $8,862,362 was collected in civil actions. 

    The Western District of Washington worked with the Criminal Division’s Money Laundering and Asset Recovery Section and the National Security Division  to obtain the $1.5 billion payment from cryptocurrency exchange Binance. 

    “Our office worked closely with Department of Justice components on the criminal case against Binance, in which Binance pleaded guilty to failing to register as a money transmitting business, willfully violating the Bank Secrecy Act and willfully causing violations of U.S. sanctions,” said U.S. Attorney Gorman. “That $1.5 billion coming through our office, is part of the $4.3 billion criminal fine and forfeiture. It is a record in the Western District of Washington.”

    Independently, the U.S. Attorney’s Office for the Western District of Washington collected $3.8 million in criminal restitution payments, and an additional $8.8 million civil collections. Many of the criminal collections were for cases in which people intentionally failed to pay their income taxes. The owner of a string of coffee stands paid $96,000 in restitution to the Internal Revenue Service for intentionally underreporting his income from the business. A  Snohomish County restaurant owner paid over $511,000 for tax fraud and a Tukwila restaurant owner paid $376,000 so that his $926,902 tax fraud debt was paid in full.

    Of the civil collections, the district obtained $217,000 following the sale of Dr. Frank Li’s Spokane medical office building. The payment was applied to Dr. Li’s $2.85 million civil settlement for health care fraud.

    Additionally, we collected $1.23 million from Yakima Products, Inc.  These payments (which were in addition to payments made in 2023) satisfied Yakima’s $3 million settlement with the United States, for failing to pay duties on aluminum components imported from the People’s Republic of China. Learn more about the case here: https://www.justice.gov/usao-wdwa/pr/automobile-accessory-company-yakima-products-inc-settles-allegations-failed-pay-duties

    The U.S. Attorneys’ Offices, along with the department’s litigating divisions, are responsible for enforcing and collecting civil and criminal debts owed to the U.S. and criminal debts owed to federal crime victims. The law requires defendants to pay restitution to victims of certain federal crimes who have suffered a physical injury or financial loss. While restitution is paid to the victim, criminal fines and felony assessments are paid to the department’s Crime Victims Fund, which distributes the funds collected to federal and state victim compensation and victim assistance programs.

    Additionally, the U.S. Attorney’s office in the Western District of Washington, working with partner agencies and divisions, collected $2,864,850 in asset forfeiture actions in FY 2024. Forfeited assets deposited into the Department of Justice Assets Forfeiture Fund are used to restore funds to crime victims and for a variety of law enforcement purposes.  A large portion of the forfeitures relate to the indictment of two men operating a business that posted stolen items for sale via online websites. You can learn more about the case here: https://www.justice.gov/usao-wdwa/pr/two-indicted-buying-stolen-goods-and-selling-them-online-amazon-or-ebay-more-3-million.

    MIL Security OSI –

    February 13, 2025
  • MIL-OSI Asia-Pac: Prize distribution ceremony of Defence Innovation Challenge for Excellence 2024 held during Aero India 2025

    Source: Government of India (2)

    Posted On: 12 FEB 2025 7:54PM by PIB Delhi

    The grand finale and prize distribution ceremony of the Defence Innovation Challenge for Excellence (DICE-2024) was organised during Aero India 2025 in Bengaluru on February 12, 2025. The competition witnessed an overwhelming response, attracting applications from 47 cities across 17 states. After rigorous screening across three levels, 24 start-ups advanced to the grand finale, with winners selected across three categories: Revenue Stage, Pre-Revenue Stage, and Idea Stage. These are:

    Revenue Stage

    • Winner: Shravan Yadav, Auxobit Aerospace Private Limited, Chhatrapati Sambhajinagar
    • Runner-up: Nikhil Rajput, NxtQube – Aerogravity Pvt. Ltd., Nashik

    Pre-Revenue Stage

    • Winner: A. Gyanesh Kumar Rao, Gyanadraksha Wydhumraketustra Subrahmkr Pvt. Ltd., Bhilai, Madhya Pradesh.
    • Runner-up: Utkarsh Ahuja, Contriver Autonomous Systems Private Limited, Delhi

    Idea Stage

    • Winner: Vijay Mamtani, Prayogik, Bhopal
    • Runner-up: Ryan Nadar, PLASMA BLADE PROPELLER, Mumbai
    • Special Jury Mention: Sarthak Sudhir

    The grand jury panel for the finale featured senior officials from the Armed Forces, Distinguished Academicians, and seasoned industry leaders. Winners were awarded a total cash prize of Rs 6.50 lakh, along with exclusive incubation and seed funding opportunities through MAGIC. DICE-2024 was launched in October 2024 to identify and support cutting-edge solutions for critical defence challenges while enabling start-ups to transform their research into commercially viable technologies.

    Speaking on the occasion, Director General (Electronic and Communication Systems), DRDO Dr BK Das emphasised the crucial role of initiatives like DICE-2024 in strengthening India’s defence innovation ecosystem. He said DRDO remains committed to supporting innovative start-ups that align with the Government’s vision of Aatmanirbhar Bharat in defence. Challenges like DICE-2024 provide a crucial platform for breakthrough technologies, he added.

    The event was organised by the Marathwada Accelerator for Growth and Incubation Council (MAGIC), and powered by Defence Research and Development Organisation (DRDO) and the 3D Engineering LLP, with support from Start-up India, the Office of the Scientific Advisor to the Government of India, iDEX, and the Maharashtra State Innovation Society.

    ***

    SR/Savvy

    (Release ID: 2102470) Visitor Counter : 54

    MIL OSI Asia Pacific News –

    February 13, 2025
  • MIL-OSI Asia-Pac: INDUCTION OF THIRD 25T BOLLARD PULL TUG ASHVA (YARD 337) AT NAVAL DOCKYARD, VISAKHAPATNAM

    Source: Government of India

    Posted On: 12 FEB 2025 7:23PM by PIB Delhi

    Induction ceremony for third 25T Bollard Pull (BP) Tug Ashva was held on 12 Feb 25 at Naval Dockyard, Visakhapatnam in presence of Rear Admiral K Srinivas, ASD(V) as the Chief Guest.

    These Tugs are a part of the contract for construction of six (06) 25T BP Tugs concluded with M/s Titagarh Rail Systems Limited (TRSL), Kolkata on 12 Nov 21. These Tugs have been indigenously designed and built in accordance with relevant Naval Rules and Regulation of Indian Register of Shipping (IRS). The Shipyard had successfully delivered two of these Tugs which are utilised by Indian Navy to provide assistance to Naval ships and submarines during berthing, un-berthing and manoeuvring in confined waters. The Tugs will also provide afloat fire fighting support to ships alongside or at anchorage and will also have the capability to conduct limited Search and Rescue Operations.

    These Tugs are proud flag bearers of Make in India and Aatmanirbhar Bharat initiatives of Government of India.

    *****

    VM/SKY                                                                                                  37/25

    (Release ID: 2102454) Visitor Counter : 57

    MIL OSI Asia Pacific News –

    February 13, 2025
  • MIL-OSI Asia-Pac: BHARAT NOT ONLY PROVIDES BUSINESS & INVESTMENT OPPORTUNITIES TO THE WORLD, IT ALSO PROVIDES LEADERSHIP IN ALL SECTORS: LOK SABHA SPEAKER

    Source: Government of India (2)

    BHARAT NOT ONLY PROVIDES BUSINESS & INVESTMENT OPPORTUNITIES TO THE WORLD, IT ALSO PROVIDES LEADERSHIP IN ALL SECTORS: LOK SABHA SPEAKER

    IT SHOULD BE OUR ENDEAVOR TO MAKE CITIZENS A STAKEHOLDER IN GOVERNANCE: LOK SABHA SPEAKER

    MORE THAN HUNDRED CEOs, OWNERS & FOUNDERS FROM 16 COUNTRIES CALL ON LOK SABHA SPEAKER

    MEMBERS OF DELEGATION SHOWED KEEN INTEREST IN BHARAT’S ECONOMIC PROGRESS AND ITS LEADERSHIP IN GLOBAL AFFAIRS

    CONSTITUTION OF BHARAT AND PARLIAMENTARY DEMOCRACY FORM BEDROCK OF PEACE, GROWTH, AND DEVELOPMENT IN THE WORLD’S LARGEST DEMOCRACY: LOK SABHA SPEAKER

    DELEGATION OF HARVARD BUSINESS SCHOOL ALUMNI CALLS ON LOK SABHA SPEAKER

    Posted On: 12 FEB 2025 7:10PM by PIB Delhi

     Lok Sabha Speaker Shri Om Birla has asserted that Bharat not only provides business and investment opportunities to the world but it also provides leadership and solutions to the world in various sectors of economy and in global affairs. Addressing a delegation of more than 100 CEOs, Owners and Founders of renowned companies from 16 countries in parliament House complex today, Shri Birla said that Bharat has taken the centre stage in global leadership due to political stability and good governance with a vision of Vasudhaiv Kutumbkam. In an engaging and enriching interaction with the delegation of Harvard Business School Alumni Group, Shri Birla said that Constitutionof Bharat and parliamentary democracy form the bedrock of peace, growth, and development in the world’s largest democracy. He emphasized the significance of Bharat’s foundational democratic principles in shaping the nation’s trajectory and fostering an environment conducive to prosperity.

    A truly enriching and engaging discussion with the Harvard Business School Alumni Group @HarvardHBS , who visited Parliament house premises today. The delegation comprised 110 CEOs, Owners & Founders of renowned companies from 16 countries, eager to explore Bharat’s economic… pic.twitter.com/FF71dqDuxY

    — Om Birla (@ombirlakota) February 12, 2025

    The delegation demonstrated a keen interest in understanding India’s economic progress and its rising stature on the global stage. During the interaction, the members of the delegation sought to learn more about the policies that have propelled India’s growth and its evolving role in the international community. Shri Birla welcomed their questions and provided thoughtful responses, particularly regarding economic investments and the functioning of parliamentary democracy. He informed the delegation that under the dynamic leadership of Prime Minister Shri Narendra Modi, country is moving ahead on the path of holistic development with the larger goal of Viksit Bharat. Shri Birla welcomed the delegation members to invest in Bharat and assured them of support from all stakeholders in this process. In response to a question, Shri Birla observed that parliamentary democracy is the best form of governance and it provides effective solutions to various issues.

    He added that it should be our endeavor to make our citizens stakeholders in democratic form of governance, which will lead to ‘Good Governance’. The delegation which comprised business leaders in their respective countries, thanked Lok Sabha Speaker for providing deeper understanding of Bharat’s political and economic landscape, addressing the growing global curiosity about the nation’s development.

    *****

    AM

    (Release ID: 2102449) Visitor Counter : 37

    MIL OSI Asia Pacific News –

    February 13, 2025
  • MIL-OSI USA: Governor Phil Scott Announces Departure of Tax Commissioner Craig Bolio, Appoints Bill Shouldice as Tax Commissioner

    Source: US State of Vermont

    Montpelier, Vt – Governor Phil Scott today announced Commissioner Craig Bolio will be leaving his role leading the Department of Taxes at the end of the week and has named Bill Shouldice as the new commissioner of the Department of Taxes.

    Bolio joined the Tax Department in 2011 and was appointed commissioner in 2019. During his time at the Department of Taxes, Bolio prioritized improving accessibility and outcomes for Vermonters when interfacing with the Department.

    “Craig has been an effective leader at the Department of Taxes and a valuable member of my team,” said Governor Phil Scott. “As commissioner, he has helped us navigate through many challenges we’ve faced as a state. I’m appreciative of his service to the Tax Department and wish him well.”

    “My 14 years with the Vermont Department of Taxes has been an immensely rewarding and fulfilling experience. I’ve had the luxury of being able to serve in a number of different roles at Tax, and it has been the honor of a lifetime to serve the last five as Commissioner,” said Commissioner Bolio. “I thank Governor Scott for his trust in me and our Department to help Vermonters navigate the frequently complicated, sometimes scary, but ultimately necessary world of taxes. I know the team at Tax will continue to thrive as they move forward.”

    Bill Shouldice IV, a lifelong Vermonter, will serve as the next commissioner of the Department of Taxes. Shouldice most recently served as President and CEO of The Vermont Teddy Bear Company. Prior to that, Shouldice served as the president and CEO of The Vermont Country Store. He also served as secretary of the Agency of Commerce and Community Development under Governor Howard Dean. Shouldice’s first job was working at his mother’s business, The Country Store, which was located for many years on Main Street in Montpelier before closing its doors in the early 2000s.

    “Bill has a strong background in leadership both in the private sector and in government as well,” said Governor Phil Scott. “I believe his experience will be an asset to the Tax Department as we continue our efforts to make Vermont more affordable.”

    “It is an honor to serve the great state of Vermont. I am fortunate to take over a department that has been well run by dedicated employees.  That allows me, my team and the rest of Governor Scott’s cabinet to focus on what matters most to Vermonters: a stable and predictable state that is affordable for this and future generations,” said Shouldice.

    Shouldice earned his Bachelor of Science in political science from Merrimack College. He also attended the John F. Kennedy School of Government for Senior Executives in State and Local Government at Harvard University. His appointment is effective February 18, 2025.

    ###

    MIL OSI USA News –

    February 13, 2025
  • MIL-OSI Security: New Haven Man Pleads Guilty to Narcotics Trafficking Charge

    Source: Office of United States Attorneys

    Marc H. Silverman, Acting United States Attorney for the District of Connecticut, today announced that JOSHUWA DIAZ, 34, of New Haven, pleaded guilty yesterday before U.S. District Judge Vernon D. Oliver in Hartford to a narcotics trafficking offense.

    According to court documents and statements made in court, Diaz was arrested on February 16, 2024, after a court-authorized search of his apartment on Orange Street in New Haven revealed approximately 75 grams of fentanyl, 278 grams of cocaine, 47 grams of crack cocaine, and a loaded P80 handgun with no serial number (“ghost gun”).

    Diaz pleaded guilty to possession with intent to distribute cocaine, cocaine base (“crack”), and fentanyl, an offense that carries a maximum term of imprisonment of 20 years.  Judge Oliver scheduled sentencing for May 7.

    Diaz is released on a $50,000 bond pending sentencing.

    In April 2013, Diaz was sentenced in New Haven federal court to 78 months of imprisonment for distributing heroin.

    This investigation has been conducted by the Drug Enforcement Administration New Haven Task Force, which includes members from the DEA, U.S. Marshals Service, Internal Revenue Service – Criminal Investigation Division, Connecticut State Police and the New Haven, Waterbury, East Haven, Branford, West Haven, Ansonia, Meriden, Naugatuck, and Shelton Police Departments.

    The case is being prosecuted by Assistant U.S. Attorney Brendan Keefe.

    MIL Security OSI –

    February 13, 2025
  • MIL-OSI Security: Former Prison Guard Sentenced to Prison for Conspiring to Smuggle Drugs into Virginia Prison

    Source: Office of United States Attorneys

    BOSTON – A Virginia man was sentenced yesterday for conspiring to distribute controlled substances and launder drug proceeds with co-conspirators in Massachusetts and Virginia.

    Kenneth J. Owen, 24, of Charlotte Court House, Va., was sentenced by U.S. District Court Chief Judge F. Dennis Saylor IV to 21 months in prison, to be followed by three years of supervised release. In September 2024, Owen pleaded guilty to one count of conspiracy to distribute and possess with intent to distribute MDMA and buprenorphine and two counts of money laundering conspiracy.

    In December 2019 and January 2020, Owen conspired with Sathtra Em, a Lowell resident, and Michael Mao, an inmate at the Buckingham Correctional Center in Dillwyn, Va., to smuggle MDMA and buprenorphine in the form of Suboxone and generic Suboxone sublingual films into the prison. At the time, Owen was working as a correctional officer at Buckingham.  

    As part of the conspiracy, Em mailed the drugs to Owen’s residence and paid him $1,600 in bribes to deliver the drugs and other contraband to Mao in the prison. Mao then sold the smuggled drugs to other inmates at Buckingham and Em collected the drug debts on behalf of Mao in the same Cash App accounts she used to pay the bribes to Owen. Owen used a Cash App account with the name “Carlos” to receive the bribes from Em, and he cashed out the funds to his bank account within minutes of receiving them.    

    Em and Mao previously pleaded guilty to their roles in the conspiracy. In August 2024, Em was sentenced to 21 months in prison to be followed by three years of supervised release. Mao was sentenced to 121 months in prison to be followed by four years of supervised release, in November 2024.

    United States Attorney Leah B. Foley and Jodi Cohen, Special Agent in Charge of the Federal Bureau of Investigation, Boston Division made the announcement. Special assistance was provided by the Drug Enforcement Administration, the Internal Revenue Service’s Criminal Investigations and the Virginia Department of Corrections. Assistant U.S. Attorney Fred M. Wyshak, III of the Organized Crime & Gang Unit and Assistant U.S. Attorney Alexandra Amrhein of the Asset Forfeiture Unit, prosecuted the case.

    This case 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.
     

    MIL Security OSI –

    February 13, 2025
  • MIL-OSI USA: Chairman Mast Issues Statement Following the Senate’s Confirmation of Tulsi Gabbard as Director of National Intelligence

    Source: US House Committee on Foreign Affairs

    Media Contact 202-226-8467

    WASHINGTON, D.C. – House Foreign Affairs Committee Chairman Brian Mast issued the following statement upon the Senate’s confirmation of Tulsi Gabbard as the director of national intelligence.

    “Tulsi Gabbard is a patriot who believes in putting AMERICA FIRST. She believes in President Trump’s agenda, and we trust her to be a great director of national intelligence. Today is a WIN for America.”

    MIL OSI USA News –

    February 13, 2025
  • MIL-OSI Security: Bienville Parish Woman Sentenced to Federal Prison for Committing Wire Fraud Involving the Cares Act and Paycheck Protection Program

    Source: Office of United States Attorneys

    SHREVEPORT, La. – Acting United States Attorney Alexander C. Van Hook announced that Shaquaila Lewis a/k/a Shaquaila Lewis-Chatman, 36, of Gibsland, Louisiana, has been sentenced on one count of wire fraud. United States District Judge S. Maurice Hicks, Jr. sentenced Lewis to 27 months in prison, followed by 3 years of supervised release. Restitution will be determined at a later date. 

    In March 2020 Congress enacted the Coronavirus Aid, Relief and Economic Security (CARES) Act which was designed to provide emergency financial assistance to the millions of Americans who were suffering the economic effects caused by the COVID-19 pandemic. As part of the CARES Act, the Small Business Administration (SBA) provided Economic Injury Disaster Loans (EIDL), which were low-interest financing to small businesses, renters and homeowners in regions affected by declared disasters. The CARES Act also provided authorization of up to $349 billion in forgivable loans to small businesses for job retention and certain other expenses, through a program referred to as the Paycheck Protection Program (“PPP”).

    Lewis devised a scheme to defraud the SBA and various financial institutions by falsifying PPP and EIDL Program loan applications, forms, and other documents, and submitting fraudulent loan applications. At the sentencing hearing, the court found that Lewis was responsible for over $1.1 million in loss as a result of multiple fraudulent loans involving herself and others.

    As an example, in February 2021, Lewis electronically submitted a false and fraudulent PPP application to Square Capital in the name of Perfect Memories Travel seeking approximately $20,833 in PPP funds. Lewis signed the application and falsely certified that the application and all information provided was true and accurate. Lewis falsely certified that the funds would be used “to retain workers and maintain payroll.” She also falsely certified that she had used the full loan amount from a prior PPP application submitted on behalf of Perfect Memories Travel only for eligible expenses. A few days later, Square Capital disbursed approximately $20,583 in loan benefits to a bank account held by Lewis, and she used those funds for personal expenses.

    The case was investigated by the Internal Revenue Service-Criminal Investigation and prosecuted by Assistant U.S. Attorney Seth D. Reeg and Assistant Chief Justin M. Woodard of the Department of Justice Criminal Division – Fraud Section.

    # # #

    MIL Security OSI –

    February 13, 2025
  • MIL-OSI USA: Attorney General James Secures $6 Million Judgment Against Unlicensed Cannabis Store in Brooklyn

    Source: US State of New York

    NEW YORK – New York Attorney General Letitia James secured a $6 million judgment against the owner of Big Chief Smoke Shop (Big Chief), an unlicensed cannabis store in Bay Ridge, Brooklyn. Big Chief sold cannabis for more than a year without a license and ignored repeated orders by the Office of Cannabis Management (OCM) and other law enforcement authorities to stop operating without a license. The Office of the Attorney General (OAG) and OCM obtained a judicial closing order that shut down Big Chief in December 2023. This judgment requires Big Chief’s owner to pay nearly $5.9 million in penalties for selling cannabis without a license and continuing to do so after being ordered by OCM to stop, $121,000 in disgorgement of illegal profits, and $44K in costs and attorney’s fees.

    “Rules and regulations, especially over the cannabis industry, are designed to protect New York consumers and keep neighborhoods safe,” said Attorney General James. “Big Chief Smoke Shop ignored repeated warnings to stop operating without a license and instead they kept their doors open, putting New Yorkers at risk. My office secured a $6 million judgment against the owners of Big Chief Smoke Shop for brazenly violating the law and disrupting the local community. Hopefully this judgment will serve as a warning to anyone who thinks they can ignore our laws and endanger our communities.”

    “New Yorkers need and expect a safe, regulated cannabis market where business owners play by the rules,” said Senator Andrew Gounardes. “By repeatedly refusing to do the right thing, Big Chief did an immense disservice to our community in Bay Ridge and to all the licensed retailers operating in New York. I’m grateful to Attorney General James for holding Big Chief accountable. Let this be a message to all other retailers trying to skirt the law: New York will shut you down.”

    “Of all the unlicensed cannabis operators who worked to undermine the rollout of the legalized cannabis industry in New York, Big Chief was one of the worst bad actors I’ve seen,” said New York City Councilmember Justin Brannan. “Beyond endangering their customers and our community by selling untaxed, unregulated, and illegal products, they were bad neighbors who hosted illegal activity, frequently trashed the area outside their premises, and blatantly mocked and provoked residents, elected officials, and law enforcement in the press. People in Bay Ridge took notice – Big Chief was certainly not the only illegal cannabis store in our neighborhood, but they generated more complaints to my office, in the one-plus year they were open, than any other single legal or illegal establishment in my district since I took office in 2018. I am grateful to Attorney General James for making sure Big Chief must now pay for the price.”

    New York’s Cannabis Law requires any person who cultivates, processes, or sells any cannabis product to be registered and licensed by the New York State Cannabis Control Board. The law imposes a penalty of up to $10,000 for each day an individual sells cannabis without a license, and a penalty of up to $20,000 for each day an individual continues to sell cannabis after receiving an order to cease operating from OCM. Additional revenue-based civil penalties may also be imposed based on the amount of the unlicensed sales. The $6 million judgment against Big Chief Smoke Shop resulted from a combination of disgorgement, administrative fines, daily penalties, and revenue-based penalties for Big Chief’s unlicensed activities.

    Big Chief Smoke Shop had been selling cannabis without a license since at least November 2022. In August 2023, OCM and the New York State Department of Taxation and Finance (DTF) investigators conducted an inspection of Big Chief, confirmed Big Chief was selling cannabis without a license, and seized more than 400 pounds of cannabis and cannabis products. At the inspection, OCM served Big Chief with an order to stop operating without a license and posted the violation, cease order, and warning notices informing the public of the dangers of illicit cannabis on the front windows of the store.

    In a follow-up inspection in October 2023, OCM investigators observed that the violation, cease order, and warning documents OCM posted on the front windows of Big Chief were removed or covered over and that the store was still actively selling cannabis without a license. During the inspection, investigators seized more than 200 pounds of illicit cannabis and issued another violation notice and order to stop operating. OAG and OCM obtained a court order mandating the closure of Big Chief in December 2023.

    Cannabis products sold by unlicensed businesses are not lab tested by OCM-licensed facilities, can be unsafe to consume, and are not taxed. The OAG is authorized upon request by OCM to bring a proceeding against any person who violates the Cannabis Law.

    Attorney General James thanks OCM, DTF, and the governor for their collaboration.

    This is the latest judgment secured by Attorney General James against unlicensed cannabis stores in New York. In October 2024, Attorney General James and OCM secured a $9.5 million judgment against an unlicensed cannabis store owner in Ontario County. In May 2024, Attorney General James and OCM secured a $15.2 million judgment against the owner of seven unlicensed cannabis stores in upstate New York.

    This matter was handled by Assistant Attorney General Deborah Diamant of the Brooklyn Regional Office, under the supervision of Assistant Attorney General in Charge Michael Barbosa with support from Investigators Crystal Combs and Crystal John. Assistant Attorney General Rudolph Baptiste of the Suffolk Regional Office also assisted with this matter. The Division of Regional Affairs is led by Chief Deputy Attorney General Jill Faber and overseen by First Deputy Attorney General Jennifer Levy.

    MIL OSI USA News –

    February 13, 2025
  • MIL-OSI: LECTRA: 2024: improved financial results in what remains a degraded environment

    Source: GlobeNewswire (MIL-OSI)

    2024: improved financial results in what remains a degraded environment

    • Revenues: 526.7 million euros (+10%)*
    • EBITDA before non-recurring items: 91.1 million euros (+15%)*
    • Net income: 29.6 million euros (-9%)*
    • Free cash flow before non-recurring items: 72.1 million euros (+59%)*
    • Dividend**: €0.40 per share (+11%)

    * Change at actual exchange rates (%)
    ** Proposed to the Annual Shareholders’ Meeting on April 25, 2025

         
    In millions of euros October 1 – December 31 January 1 – December 31
      2024(1) 2023 2024(1) 2023
    Revenues 132.5 119.3 526.7 477.6
    Change at actual exchange rates (%) 11%   10%  
    EBITDA before non-recurring items(2) 22.6 19.8 91.1 79.0
    Change at actual exchange rates (%) 14%   15%  
    EBITDA margin before non-recurring items
    (in % of revenues)
    17.1% 16.6% 17.3% 16.5%
    Income from operations before non-recurring items(2) 11.9 12.3 49.3 49.1
    Change at actual exchange rates (%) -3%   0%  
    Net income 8.4 7.7 29.6 32.6
    Free cash flow before non-recurring items(2) 22.2 13.2 72.1 45.3
             

    (1)   2024 figures include Launchmetrics since January 23,2024
    (2)   The definition for performance indicators appears in the Management Discussion of December 31, 2024

    Paris, February 12, 2025. Today, Lectra’s Board of Directors, chaired by Daniel Harari, reviewed the consolidated financial statements for the fiscal year 2024. Audit procedures have been performed by the Statutory Auditors. The certification report will be issued at the end of the Board of Director’s meeting of February 27, 2025.

    To facilitate analysis of the Group’s results, the accounts of Lectra excluding Launchmetrics (the “Lectra 2023 scope”) are analyzed separately from the Launchmetrics accounts. The detailed 2024 vs 2023 comparisons for the Lectra 2024 scope and for Launchmetrics are based on actual exchange rates, whereas the comparisons for the Lectra 2023 scope are stated on a like-for-like basis.

    1.    SUMMARY OF THE YEAR 2024

    The year 2024 was marked by a severely degraded macroeconomic and geopolitical environment, prompting the Group’s customers to exercise prudence in their investment decisions, though situations varied across geographies and market sectors.

    Under these conditions, for the Lectra 2023 scope, orders for new systems were stable, and new SaaS subscriptions grew by 8%, confirming their success and increasing adoption by the Group’s customers.

    2024 earnings in line with recent estimates

    On October 30, the Group reported that revenues and EBITDA before non-recurring items were expected to be near the lower end of the ranges indicated on February 14, i.e., revenues of 480 million euros and EBITDA before non-recurring items of 85 million euros for the Lectra 2023 scope; and 42 million euros in revenues and EBITDA margin before non-recurring items of over 15% for Launchmetrics, i.e., revenues of 522 million and 91.3 million euros of EBITDA margin before non-recurring items for the Lectra 2024 scope.

    In total, full-year 2024 revenues grew 10% to 526.7 million euros and EBITDA before non-recurring items increased 15% to 91.1 million euros.

    Successful integration of Launchmetrics

    Launchmetrics achieved revenues of 41.2 million euros and an EBITDA before recurring items of 7.0 million euros, and exceeded the Group’s profitability expectations with an EBITDA margin before non-recurring items of 16.9%.

    What’s more, this acquisition has considerably expanded Lectra’s SaaS activity, providing the basis for a twofold increase in SaaS revenues to 77.4 million euros at end-2024 and strengthening SaaS’s future potential.

    The integration — in terms of processes, teams and products — is already a proven success and enables Lectra to form a coherent set of SaaS activities. Launchmetrics has also contributed its top-level practices in the area of SaaS, thus enriching the customer experience across the Group.

    Continuing improvement in the fundamentals of the Group’s business model

    The fundamentals of the Group’s business model were substantially improved, notably on the basis of the strict cost control policy implemented since May 2023, and the contribution of Launchmetrics. Recurring revenues increased by 18%, with margins covering nearly all fixed costs. The EBITDA margin before non-recurring items rose 0.8 percentage point, to 17.3%. Free cash flow before non-recurring items generated in 2024 came to 72.1 million euros (+59%) and the Group’s net debt was brought down to 20.6 million euros at December 31, 2024.

    2.    Q4 2024

    Q4 2024 revenues were up 11% compared to Q4 2023, at 132.5 million euros, with Launchmetrics contributing 11.0 million euros.

    EBITDA before non-recurring items (22.6 million euros) was up 14% and the EBITDA margin before non-recurring items came to 17.1% (+0.5 percentage points).

    Free cash flow before non-recurring items rose sharply to 22.2 million euros (+68%).

    Lectra 2023 scope

    Currency changes had only a limited impact on revenues and results.

    Orders for new systems were stable compared to Q4, 2023, at 38.6 million euros, and new SaaS subscriptions came up to 3.6 million euros (+17%).

    Revenues came to 121.5 million euros, up 1%: revenues for new systems were down 6%, while recurring revenues were 5% higher.

    EBITDA before non-recurring items was 21.0 million euros and the EBITDA margin before non-recurring items came to 17.3%, up 0.3 percentage point.

    3.    2024

    Full-year 2024 revenues came to 526.7 million euros, up 10% with the following breakdown: 28% of total revenues for new systems, down 5%, 72% of total revenues in recurring revenues, up 18%, including Saas revenues of 77.4 million euros (x2.5).

    Launchmetrics, which has been consolidated since January 23, 2024, contributed 41.2 million euros to 2024 revenues.

    Gross profit came to 376.9 million euros, up 13%, and the gross profit margin was 71.6%, up 1.8 percentage points over 2023.

    EBITDA before non-recurring items came to 91.1 million euros, up 15%, and the EBITDA margin before non-recurring items rose 0.8 point to 17.3%.

    Income from operations before non-recurring items amounted to 49.3 million euros, stable compared to 2023. This included a 22.7-million-euro charge for amortization of intangible assets arising from the acquisitions carried out since 2021.

    Research and development costs, which were fully expensed in the period and included in fixed overhead costs, represented 12.8% of revenues (11.7% in 2023).

    Financial income and expenses represented a net charge of 6.0 million euros (2.8 million euros in 2023) due to higher interest rates and the financing of the Launchmetrics acquisition.

    Foreign exchange gains and losses generated a net loss of 2.2 million euros.

    Taking into account the amortization of intangible assets, the increase in financial expenses, and an income tax expense of 10.9 million euros, net income amounted to 29.6 million euros, down 9% compared to 2023.

    Free cash flow before non-recurring items was significantly higher, at 72.1 million euros (+59%).

    A particularly robust balance sheet

    At December 31, 2024, the Group had a particularly robust balance sheet with a consolidated shareholders’ equity of 374.4 million euros, a negative working capital requirement of 25.2 million euros and net debt of 20.6 million euros. The net debt consisted of financial debt of 102.5 million euros and cash of 81.9 million euros.

    Lectra 2023 scope

    Currency changes had only a limited impact on revenues and results.

    Orders for new systems (144,9 million euros) were stable compared to 2023.

    Orders for perpetual software licenses (11.4 million euros) fell by 18% — as most new software is now sold in SaaS mode— while orders for equipment and accompanying software (113.0 million euros), and for training and consulting (17.3 million euros) rose by 2% and 9%, respectively.

    Revenues were up 2% at 485.5 million euros, and recurring EBITDA was up 7% at 84.2 million Euros.

    4.    DIVIDEND

    The Company maintained its attractive shareholder compensation policy with dividends representing a payout ratio of about 40% of net income in 2023 and, as a result of the strong increase in free cash flow, the company has decided on a payout ratio of 50% of net income for the year 2024.

    The Board of Directors will propose to the Shareholders’ Meeting of April 25, 2025 the payment of a dividend at €0.40 per share in respect of fiscal year 2024.

    5.    CHANGES IN GOVERNANCE

    Following a disagreement with the Chairman and Chief Executive Officer regarding the role of the Lead Director, Ross McInnes has decided to resign from his position as Director, effective April 24, 2025. The Board of Directors thanks him for his contribution over the past three years. 

    As of April 25, 2025, the Board of Directors of Lectra will consist of 7 members: Daniel Harari (Chairman and Chief Executive Officer), Nathalie Rossiensky (Lead Director, Independent Director), Céline Abecassis-Moedas (Independent Director), Karine Calvet (Independent Director), Pierre-Yves Roussel (Independent Director), Jérôme Viala (non-Independent Director) and Hélène Viot-Poirier (Independent Director). 

    6.    ASSESSMENT OF THE 2023-2025 STRATEGIC ROADMAP – SECOND PROGRESS REPORT

    Launched in 2017, the Lectra 4.0 strategy aims to position the Group as a key Industry 4.0 player in its three strategic market sectors: fashion, automotive and furniture, before 2030. The strategy has been implemented up to now through three strategic roadmaps.

    The first strategic roadmap, which covered the 2017-2019 period, established the key fundamentals for the future of the Group.

    The second roadmap, which ran from 2020 through 2022, achieved a new dimension for the Group – primarily through the acquisition of Gerber in June 2021 – and opened new perspectives, with a financial position stronger than ever before, an extended worldwide presence, a broader customer base, a powerful product portfolio, a growing number of customers using its new offers for Industry 4.0, and a new brand image.

    The Group’s ambition over the 2023-2025 period is to take full advantage of its change in dimension to accelerate growth, to significantly increase the volume of SaaS in revenues, and to seize acquisition opportunities.

    Despite the unstable economic and geopolitical climate, Lectra successfully maintained its long-term strategic orientations. Further, all the fundamentals of the Group’s business model improved significantly and customer adoption of the SaaS model accelerated. The Group acquired Launchmetrics and strategic partnerships were concluded with Six Atomic and AQC.

    With the commitment of employees and recognition by customers, Lectra stands at the forefront in building a more sustainable future. The Group has taken numerous steps to enhance its offering to reduce environmental impact for its customers, notably through material traceability for fashion, thanks to the acquisition of a majority stake in TextileGenesis in early 2023.

    Details of the second progress report on this 2023-2025 strategic roadmap can be found in the December 31, 2024 “Management Discussion and Analysis” document, available on Lectra.com.

    7.    OUTLOOK

    In the challenging environment of 2024, Lectra proved to be highly resilient, confirming the relevance of its strategy and the quality of its fundamentals—crucial assets for the Group’s continued development.

    Outlook for 2025

    While initial positive signs can be detected, the lack of visibility in what remains an uncertain economic and geopolitical context, could continue to weigh on investment decisions by the Group’s customers going forward.

    In this context, the Group has begun the year 2025 with confidence and will pursue its strategy by meeting the needs of its customers as closely as possible via the quality of its offers for Industry 4.0 and by developing its SaaS activity.

    As in the previous two years, visibility regarding orders for new systems remains low, with no way of anticipating the timing or magnitude of a possible rebound, which could nevertheless occur during the course of the year.

    Recurring revenues, which accounted for 72% of total revenues in 2024, are expected to grow further in 2025, largely on the strength of expanding SaaS activity.

    Furthermore, the Group will maintain strict cost controls and anticipates a mix of orders that will favorably impact the gross margin.           

    In light of the above, Lectra has set the 2025 objective of achieving recurring revenues of over 400 million euros, including 90 million euros of SaaS revenues.

    Overall, revenues are expected to be between 550 and 600 million euros, with an EBITDA margin before non-recurring items close to 20%, based on exchange rates at December 31st, 2024, particularly of $1.04/€1.

    The Management Discussion and Analysis of Financial Conditions and Results of Operations and the financial statements for Q4 and the fiscal year 2024 are available on lectra.com. First quarter earnings for 2025 will be published on April 24. The Annual Shareholders’ Meeting will take place on April 25, 2025.

    About Lectra

    As a major player in the fashion, automotive and furniture markets, Lectra contributes to the Industry 4.0 revolution with boldness and passion by providing best-in-class technologies.The Group offers industrial intelligence solutions – software, equipment, data and services – that facilitate the digital transformation of the companies it serves. In doing so, Lectra helps its customers push boundaries and unlock their potential. The Group is proud to state that its 3,000 employees are driven by three core values: being open-minded thinkers, trusted partners and passionate innovators.Founded in 1973, Lectra reported revenues of 527 million euros in 2024. The company is listed on Euronext, where it is included in the following indices: CAC All Shares, CAC Technology, EN Tech Leaders and ENT PEA-PME 150.

    For more information, visit lectra.com.

    Lectra – World Headquarters: 16–18, rue Chalgrin • 75016 Paris • France
    Tel. +33 (0)1 53 64 42 00 – www.lectra.com
    A French Société Anonyme with capital of €37,966,274 • RCS Paris B 300 702 305

    Attachment

    • Lectra_PressRelease_Q4FY2024

    The MIL Network –

    February 13, 2025
  • MIL-OSI: NEURONES: 8.6% organic growth in 2024

    Source: GlobeNewswire (MIL-OSI)

    PRESS INFORMATION
    Heading: 2024 annual revenues        Nanterre, February 12, 2025 (after trading)

    8.6% organic growth in 2024

    (being audited, in € millions) 2023 2024 Growth of which organic
    Revenues 741.2 810.4 + 9.3% + 8.6%

    Achievements

    Forecasts for the year were exceeded, both in terms of activity and operating profit:

    • revenues totaled €810.4 million, up 9.3% (with 8.1% growth in Q4 );
    • operating profit represented 9.6% of revenues (€77.9 million *).

    With double-digit growth, the Group’s expansion is driven by digital projects, data, cybersecurity, public clouds, sovereign ans trusted clouds (SecNumCloud).

    The Group’s net increase in the payroll of 340 by 2024 has been supplemented by greater use of subcontracting.

    The full final annual results will be published on Wednesday, March 5, 2025 after the stock exchange closes.

    Outlook

    As usual, the forecasts for 2025 will be posted along with the Group’s Q1 revenues.

    * being audited.

    About NEURONES
    With 7,100 experts, and ranking among the French leaders in consulting and digital services, NEURONES helps large companies and organizations implement their digital projects, transform their IT infrastructures and adopt new uses.

    Euronext Paris (compartment B – NRO) – Euronext Tech Leaders – DSS mid-caps – ‘PEA-PME’ eligible
    www.neurones.net

    Attachment

    • neurones-2024-annual-revenues

    The MIL Network –

    February 13, 2025
  • MIL-OSI United Kingdom: River Tame stocked with thousands of fish

    Source: United Kingdom – Executive Government & Departments

    The Environment Agency has boosted the populations of dace, chub and roach in Greater Manchester as 4,000 fish have been released into the River Tame.

    Photo shows Luke Theaker, Environment Agency Fisheries Officer, on the left, and Chris Clarke, Chair of the River Tame Anglers, releasing fish into the River Tame.

    The fish were released at two locations in the river, near Hyde.

    The Fisheries Improvement Programme, which is paid for by rod licence sales, has funded work with the River Tame Anglers to create fish refuges and boost habitat to support fish survival in this area.

    Stocking occurs in winter because water temperatures are low and this minimises any stress on the fish, giving them the best possible survival rates.

    February is a good time to introduce the fish into rivers, as it enables them to acclimatise to their new surroundings, ahead of their spawning season in the spring.

    Fish also play a critical role in sustaining a river’s finely-balanced eco-system, so the wider natural environment will also get a helping hand, as a result of the restocking.

    ‘Amazing opportunity’ to boost fish numbers

    Mark Easedale, Area Environment Manager for the Environment Agency in Greater Manchester, said:

    The carefully coordinated releases on the River Tame provides an amazing opportunity to further boost fish numbers and support our local angling clubs.

    Our officers work closely with partners across Greater Manchester to protect and enhance local fish populations.

    This includes responding to reports of fish in distress, gathering evidence at pollution incidents, protecting or enhancing habitats for fish, improving angling access and addressing barriers to fish migration.

    We hope this stocking in the River Tame will encourage even more people to give fishing a go, but before you do go out to the banks, remember it’s important to buy a rod licence, as you could end up with a fine if you don’t.

    Photo shows Luke Theaker, Environment Agency Fisheries Officer, on the right, and Chris Clarke, Chair of the River Tame Anglers, releasing fish into the River Tame.

    Surveys help ensure fish released in right locations

    The new recruits to the Tame have all been reared at the Environment Agency’s National Coarse Fish Farm in Calverton, Nottinghamshire.

    Every year, the Environment Agency stocks almost half a million fish of nine different species into England’s rivers. Being the principal supply of coarse fish for 32 years, the fish farm plays a crucial role to help improve fisheries around the country.

    Fisheries officers use data from national surveys to identify where there are problems with poor breeding, issues with survival rates, or where numbers have been impacted following a pollution incident.

    These surveys help the officers ensure that fish are released into the right locations and where the need is greatest as well as supporting angling clubs to boost local fishing spots.

    Fisheries Officers inspect rod licences 24/7 throughout the North West, and work continually on cases of illegal fishing and other associated fisheries crime. Fishing illegally can result in a fine of up to £2,500, and offenders can also have their fishing equipment seized.

    It’s easy to buy a rod fishing licence online. Get yours here: Buy a rod fishing licence

    Illegal fishing and other offences can be reported to the Environment Agency’s Incident Hotline on 0800 807060.

    Background

    • Rod fishing licence income is vital to the work of the Environment Agency to maintain, improve and develop fisheries.
    • Revenue generated from rod fishing licence sales is reinvested to benefit angling, with work including tackling illegal fishing, protecting and restoring habitats for fish and improving facilities for anglers.
    • The Fisheries Improvement Programme invests in English rivers by funding projects to protect and improve fish stocks and habitats, provide new facilities for anglers, and give more people the opportunity to try fishing.

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    Updates to this page

    Published 12 February 2025

    MIL OSI United Kingdom –

    February 13, 2025
  • MIL-OSI: Municipality Finance Plc Financial Statements Bulletin 1 January–31 December 2024

    Source: GlobeNewswire (MIL-OSI)

    Municipality Finance Plc
    Financial Statements Bulletin
    12 February 2025 at 5:00 pm (EET)

    Municipality Finance Plc Financial Statements Bulletin 1 January–31 December 2024

    In brief: MuniFin Group in 2024

    • The Group’s net operating profit excluding unrealised fair value changes* increased by 2.9% (3.2%) in January–December and amounted to EUR 181 million (EUR 176 million). Net interest income* was at the same level as in year before and totalled EUR 260 million (EUR 259 million). Net operating profit excluding unrealised fair value changes was boosted by lower expenses and increased other income compared to the previous period.
    • Net operating profit* amounted to EUR 166 million (EUR 139 million). Unrealised fair value changes amounted to EUR -16 million (EUR -37 million) in the financial year. Unrealised fair value changes were influenced in particular by changes in interest rates and credit risk spreads in the Group’s main funding markets.
    • Costs* in the financial year amounted to EUR 81 million (EUR 82 million).
    • The Group’s leverage ratio remained at a strong level, standing at 12.3% (12.0%) at the end of December.
    • At the end of December, the Group’s CET1 capital ratio was very strong at 107.7% (103.4%). CET1 capital ratio was over seven times the required minimum of 15.0% (13.9%), taking capital buffers into account.
    • Long-term customer financing (long-term loans and leased assets) excluding unrealised fair value changes* totalled EUR 35,787 million (EUR 32,948 million) at the end of December and saw an increase of 8.6% (7.5%). New long-term customer financing* increased by 17.1% (0.0%) in January–December 2024 and amounted to EUR 5,056 million (EUR 4,319 million). Short-term customer financing* totalled EUR 1,825 million (EUR 1,575 million).
    • Of all long-term customer financing, the amount of green finance* aimed at environmentally sustainable investments totalled EUR 6,817 million (EUR 4,795 million), and the amount of social finance* aimed at investments promoting equality and communality totalled EUR 2,536 million (EUR 2,234 million) at the end of December. The total amount of this financing increased by 33.1% (41.0%) from the previous year. The ratio of green and social finance to long-term customer financing excluding unrealised fair value changes* grew by 4.8% percentage points to 26.1% (21.3%).
    • In 2024, new long-term funding* reached EUR 8,922 million (EUR 10,087 million). At the end of December, the total funding* was EUR 46,737 million (EUR 43,320 million), of which long-term funding* made up EUR 43,328 million (EUR 39,332 million).
    • The Group’s total liquidity* is very strong, standing at EUR 11,912 million (EUR 11,633 million) at the end of the financial year. The Liquidity Coverage Ratio (LCR) stood at 341% (409%) and the Net Stable Funding Ratio (NSFR) at 124% (124%) at the end of the year.
    • In early 2024, MuniFin reviewed the future and development potential of the consulting services offered by its subsidiary company Financial Advisory Services Inspira Plc (Inspira) and decided to discontinue Inspira’s consulting services in summer 2024.
    • The Board of Directors proposes to the Annual General Meeting to be held in spring 2025 a dividend of EUR 1.86 per share, totalling EUR 72.7 million. The total dividend payment in 2024 was EUR 1.69 per share, totalling EUR 66.0 million.
    • Outlook for 2025: The Group expects its net operating profit excluding unrealised fair value changes to be at the same level or lower in 2025 as in 2024. The Group expects its capital adequacy ratio and leverage ratio to remain strong. The valuation principles set in the IFRS framework may cause significant but temporary unrealised fair value changes, some of which increase the volatility of net operating profit and make it more difficult to estimate.

    Comparison figures deriving from the income statement and figures describing the change during the financial year are based on figures reported for the corresponding period in 2023. Comparison figures deriving from the balance sheet and other cross-sectional items are based on the figures of 31 December 2023 unless otherwise stated.

    * Alternative performance measure.

    Key figures (Group)

      Jan–Dec 2024 Jan–Dec 2023 Change, %
    Net operating profit excluding unrealised fair value changes (EUR million)* 181 176 2.9
    Net operating profit (EUR million)* 166 139 19.5
    Net interest income (EUR million)* 260 259 0.3
    New long-term customer financing (EUR million)* 5,056 4,319 17.1
    New long-term funding (EUR million)* 8,922 10,087 -11.6
    Cost-to-income ratio, %* 27.7 32.2 -14.0**
    Return on equity (ROE), %* 7.2 6.6 9.3**
      31 Dec 2024 31 Dec 2023 Change, %
    Long-term customer financing (EUR million)* 35,173 32,022 9.8
    Green and social finance (EUR million)* 9,353 7,029 33.1
    Balance sheet total (EUR million) 53,092 49,736 6.7
    CET1 capital (EUR million) 1,646 1,550 6.2
    Tier 1 capital (EUR million) 1,646 1,550 6.2
    Total own funds (EUR million) 1,646 1,550 6.2
    CET1 capital ratio, % 107.7 103.4 4.2**
    Tier 1 capital ratio, % 107.7 103.4 4.2**
    Total capital ratio, % 107.7 103.4 4.2**
    Leverage ratio, % 12.3 12.0 2.5**
    Personnel 178 185 -3.8

    * Alternative performance measure.
    ** Change in ratio.

    Comment on the 2024 financial year by President and CEO Esa Kallio

    The operating environment in global economy and international politics went through a whirlwind of changes in 2024. Even in the turmoil, Finland stood steady and secure: our society is built on long-standing practices and institutions that have been developed together and tried and tested over time. This stability also helps safeguard MuniFin’s strong performance through shifts in the operating environment. Finnish society must continue to operate in broad collaboration and develop the structures of society in the long term. Sometimes this requires difficult decisions in society in the short term.

    In 2024, the demand for MuniFin’s financing was especially high in the affordable social housing sector. In the future, however, the sector will be facing reductions on interest subsidy loan authorisations.

    The Finnish system for affordable social housing is a success story that has served as a model across Europe – and will hopefully continue to do so, especially now that the rising cost of living has led to a surge in homelessness in many countries. Our state-subsidised housing production system has proven effective in reducing homelessness and regional segregation, increasing the supply of affordable social housing in growth centres, advancing municipalities’ housing policy goals of ensuring a diverse housing structure, and providing high-quality housing also to students, senior citizens and people with disabilities.

    Especially in the past couple of years, affordable housing production has also significantly supported the vitality of the Finnish construction sector, helping offset the slump in housing construction. Finland’s well-functioning system should not be changed; rather, the current model and level of housing production subsidies should be kept as they are. Timely investments into affordable social housing production can also help level out construction cycles and support employment.

    In 2024, MuniFin reached new milestones in sustainable investments. In October, we issued our tenth green bond, the high demand of which was once again testament to our strong position as an international forerunner in the financial sector. Moreover, sustainable finance made up the majority of the new long-term customer financing we granted in 2024.

    Information on the Group results

    Consolidated income statement Jan–Dec 2024 Jan–Dec 2023 Change, % Jul–Dec 2024 Jul–Dec 2023 Change, %
    (EUR million)            
    Net interest income 260 259 0.3 132 135 -2.4
    Other income 2 0 >100 1 -1 >100
    Income excluding unrealised fair value changes 262 259 1.1 132 134 -1.4
    Commission expenses -17 -16 8.2 -9 -8 11.2
    HR expenses -21 -20 2.0 -10 -10 -4.3
    Other items in administrative expenses -23 -20 12.4 -12 -11 12.0
    Depreciation and impairment on tangible and intangible assets -6 -7 -7.8 -3 -3 -14.3
    Other operating expenses -14 -19 -27.0 -7 -7 -0.6
    Costs -81 -82 -1.9 -40 -39 3.0
    Credit loss and impairments on financial assets 0 -1 -72.9 -1 -1 -38.7
    Net operating profit excluding unrealised fair value changes 181 176 2.9 92 95 -2.8
    Unrealised fair value changes -16 -37 -58.4 -31 -33 -3.6
    Net operating profit 166 139 19.5 61 62 -2.4
    Income tax expense -33 -28 17.3 -12 -12 -2.3
    Profit for the period 133 111 20.1 48 50 -2.4

    The Group’s net operating profit excluding unrealised fair value changes

    MuniFin Group’s core business operations remained strong in 2024. The Group’s net operating profit excluding unrealised fair value changes increased by 2.9% (3.2%) and amounted to EUR 181 million (EUR 176 million). The growth was influenced both by an increase in other income and a decrease in costs as net interest income remained at the level of previous year.

    The Group’s income excluding unrealised fair value changes was EUR 262 million (EUR 259 million) and grew by 1.1% (6.5%). Net interest income grew by 0.3% (7.5%), totalling EUR 260 million (EUR 259 million). Net interest income was positively affected by growing business volumes. The increase in funding costs due to the market conditions and the shape of the yield curve slowed the growth of net interest income.

    Other income totalled EUR 2.0 million (EUR 0.1 million). It consisted mainly of the billing of MuniFin’s digital services and the turnover of the subsidiary company Inspira from the early part of the year. In the previous year, negative realised FX rate changes reduced other income. At 0.8% (0.1%), other income relative to income excluding unrealised fair value changes forms only a minor part of the Group’s income.

    The Group’s costs were EUR 81 million (EUR 82 million), down by 1.9% from the year before (+12.4%). The reduction in expenses was due to the fact that no contribution fee was collected for the Single Resolution Fund in 2024.

    Commission expenses totalled EUR 17 million (EUR 16 million), of which EUR 14 million (EUR 13 million) consisted of the guarantee commission collected by the Municipal Guarantee Board for guaranteeing MuniFin’s funding.

    HR and administrative expenses grew by 7.2% (9.0%) and reached EUR 44 million (EUR 41 million). HR expenses comprised EUR 21 million (EUR 20 million) and other administrative expenses EUR 23 million (EUR 20 million). The average number of employees in the Group was 187 (183) during the financial year. Other items in administrative expenses grew by 12.4% (8.8%), mainly due to the increased costs of maintaining and developing information systems.

    During the financial year, depreciation and impairment of tangible and intangible assets totalled EUR 6 million (EUR 7 million).

    Other operating expenses were EUR 14 million (EUR 19 million). The main reason for this decrease is that there was no contribution fee to the Single Resolution Fund in 2024. Other operating expenses excluding fees collected by authorities grew by 22.1% (9.9%) to EUR 11 million (EUR 9 million).

    Credit loss and impairments on financial assets were EUR 0.3 million (EUR 1.2 million). This item consists of expected credit losses (ECL). The Group updated the model used to estimate the probability of default and the forward-looking macro scenarios during the financial year. The Group’s management has assessed the impact of general cost inflation and increased interest rates on customer financing receivables and credit risk and decided to release the additional discretionary provision in full at the end of 2024 (the amount of the additional discretionary provision was EUR 0.6 million at the end of 2023, and in June 2024, EUR 0.4 million of the additional provision was released). The update of the probability of default model increased expected credit losses by EUR 0.9 million euros, as the amount of exposures that moved from stage 1 to stage 2 increased. Most of the transferred exposures were subject to the previous additional discretionary provision. Therefore, the Group’s management considered that there is no longer a basis for recording a group-specific additional provision.

    The Group’s overall credit risk position has remained low. The amount of forborne loans was EUR 561 million (EUR 497 million), while non-performing exposures amounted to EUR 292 million (EUR 142 million) at the end of the year. These non-performing exposures represented 0.8% (0.4%) of total customer exposures. At the end of December, the Group had EUR 13 million in receivables due to the insolvency of customers, for which the collateral realisation process is ongoing, or the credit receivable is due for payment by the guarantor (there were no such receivables at the end of 2023). All the Group’s customer financing receivables are from Finnish municipalities, joint municipal authorities, wellbeing services counties or joint county authorities, or accompanied by a securing municipal, joint municipal authority, wellbeing services county or joint county authority guarantee or a state deficiency guarantee supplementing real estate collateral, and therefore no final credit losses will arise. According to the management’s assessment, all receivables from customers will be fully recovered. During the Group’s history of 35 years, it has never recognised any final credit losses in its customer financing.

    The credit risk of the Group’s liquidity portfolio has likewise remained at a low level, and the average credit rating of the debt securities in the portfolio is AA+ (AA+).

    The Group’s profit and unrealised fair value changes

    The Group’s net operating profit was EUR 166 million (EUR 139 million). Unrealised fair value changes decreased the Group’s net operating profit by EUR 16 million (in 2023: decreased by EUR 37 million). In January–December, unrealised fair value changes in hedge accounting amounted to EUR -12 million (EUR -27 million) and unrealised net result on financial assets and liabilities through profit or loss to EUR -4 million (EUR -10 million).

    The Group’s effective tax rate in the financial year was 19.9% (20.2%). Taxes in the Consolidated income statement amounted to EUR 33 million (EUR 28 million). After taxes, the Group’s profit for the financial year was EUR 133 million (EUR 111 million).

    The Group’s full-year return on equity (ROE) was 7.2% (6.6%). Excluding unrealised fair value changes, the ROE was 7.9% (8.4%).

    The Group’s other comprehensive income includes unrealised fair value changes of EUR 169 million (EUR 109 million). During the financial year, the most significant item affecting the other comprehensive income was net change in fair value due to changes in own credit risk of financial liabilities designated at fair value through profit or loss totalling EUR 137 million (EUR 75 million). The cost-of-hedging amounted to EUR 30 million (EUR 25 million). Net change in fair value of financial assets at fair value through other comprehensive income was EUR 2 million (EUR 8 million).

    On the whole, unrealised fair value changes net of deferred tax affected the Group’s equity by EUR 122 million (EUR 57 million) and CET1 capital net of deferred tax in capital adequacy by EUR 13 million (EUR -3 million). The cumulative effect of unrealised fair value changes on the Group’s own funds in capital adequacy calculations was EUR 58 million (EUR 45 million).

    Unrealised fair value changes reflect the temporary impact of market conditions on the valuation levels of financial instruments at the time of reporting. The value changes may vary significantly from one reporting period to another, causing volatility in profit, equity and own funds in capital adequacy calculations. The effect on individual contracts will be removed by the end of the contract period. In the financial year, unrealised fair value changes were influenced in particular by changes in interest rates and credit risk spreads in the Group’s main funding markets.

    In accordance with its risk management principles, the Group uses derivatives to financially hedge against interest rate, exchange rate and other market and price risks. Cash flows under agreements are hedged, but due to the generally used valuation methods, changes in fair value differ between the financial instrument and the respective hedging derivative. Changes in the shape of the interest rate curve and credit risk spreads in different currencies affect the valuations, which cause the fair values of hedged assets and liabilities and hedging instruments to behave in different ways. In practice, the changes in valuations are not realised on a cash basis because the Group holds financial instruments and their hedging derivatives almost always until the maturity date. The counterparty credit risk related to derivatives is comprehensively covered by collateral management. Changes in credit risk spreads are not expected to be materialised as credit losses for the Group, because the Group’s liquidity reserve has been invested in instruments with low credit risk.

    The Parent Company and subsidiary company Inspira’s results

    In 2024, MuniFin’s net interest income amounted to EUR 260 million (EUR 259 million) and net operating profit to EUR 166 million (EUR 139 million).

    The turnover of MuniFin’s subsidiary company, Financial Advisory Services Inspira Ltd, was EUR 0.4 million (EUR 1.4 million), and its net operating result amounted to EUR -0.5 million (EUR 0.0 million). The Group discontinued Inspira’s advisory services in the spring. In the future, the subsidiary company will provide some of the digital added value services MuniFin offers to its customers.

    The Group’s financial performance in July–December

    In the second half of 2024, the Group’s net operating profit excluding unrealised fair value changes amounted to EUR 92 million (Jul–Dec 2023: EUR 95 million), remaining almost at the same level as in the year before. Net interest income totalled EUR 132 million (Jul–Dec 2023: EUR 135 million) and costs EUR 40 million (Jul–Dec 2023: EUR 39 million) in July–December. Unrealised fair value changes weakened the net operating profit by EUR 31 million (in the comparison period Jul–Dec 2023: weakened by EUR 33 million). The Group’s net operating profit amounted to EUR 61 million (Jul–Dec 2023: EUR 62 million) in July–December.

    In the second half of the year, the Group’s net operating profit excluding unrealised fair value changes increased by 3.1% from the first half. Net interest income went up by 2.4% from the first half of the year. Costs amounted to EUR 40 million in July–December and to EUR 41 million in January–June. The Group’s net operating profit totalled EUR 61 million in July– December, decreasing by 42.4% from January–June. In the second half of the year, unrealised fair value changes affected the net operating profit by EUR -31 million, while in the first half of the year, their effect was EUR 16 million.

    Outlook for 2025

    Europe’s economy is starting 2025 off from a weaker position than anticipated. Business cycle expectations are subdued, and the global operating environment is fraught with uncertainty. Donald Trump’s presidential administration is expected to pursue protectionist trade policies, which could, at worst, severely slow down the euro area’s economic recovery.

    However, if Europe is exempted from the planned universal tariff on all US imports and the euro continues to weaken, businesses in the euro area could even find new opportunities to expand their market share in the US. Europe could also suffer negative economic effects if capital needed to improve productivity is increasingly allocated to strengthening military defence and supply security. The political turmoil in France and Germany adds another layer of uncertainty into the euro area economy.

    To counterbalance the growing economic uncertainty, the European Central Bank is expected to continue brisk interest rate cuts in 2025. Short-term market rates are projected to come down to about two per cent or even slightly below that by mid-year.

    The sharp interest rate cuts will be the most crucial booster for the Finnish economy in 2025. Although the overall tone of the economic turnround is still relatively subdued, the simultaneous recovery of demand drivers could boost annual GDP growth to surprisingly strong figures. Even so, macroeconomic forecasts continue to be very uncertain. Finland’s two most important export markets, the US and Germany, both entail considerable risks, and a sharperthan-expected decline in employment casts a shadow over the recovery of the domestic market. From the Group’s perspective, the 2024 rise in credit risk spreads is expected to push up the cost of funding, weakening the Group’s net interest income in 2025.

    Municipalities are undergoing sizeable adjustment programmes, but their financing deficit is nevertheless expected to grow again in 2025. Municipal finances are strained by several factors: central government transfer cuts resulting from the balancing of health and social services reform transfers, increased net investments, health and social services facilities that are left unused by wellbeing services counties but continue to incur maintenance, conversion and demolition costs, as well as uncertainty surrounding the actual costs of the employment services reform. In addition, the weakened employment outlook poses a serious risk to tax revenues.

    Privately funded housing production is expected to take an upward turn in 2025, but its volume will nevertheless remain well below normal levels. The housing market is starting to gradually pick up, and housing prices are expected to start rising moderately from 2025 onwards. In contrast, state-subsidised housing production will see fewer building starts due to reductions on interest subsidy loan authorisations. In March 2025, the Housing Finance and Development Centre of Finland (Ara) will cease to operate as an independent government agency and its operations will instead be integrated under the Ministry of the Environment. This change does not mean the end of state-subsidised housing production; rather, it aims to improve the administration of affordable social housing production. According to MuniFin’s analysis, the integration will not have a direct effect on MuniFin’s business. Interest subsidy loans will continue to be granted to state-subsidised housing production, but the related processes will be administered at the Ministry of the Environment. MuniFin will monitor the practical implications closely. With the managing authority changing, the Company may need to make changes to some of its processes in response.

    Considering the above-mentioned circumstances, the Group expects its net operating profit excluding unrealised fair value changes to be at the same level or lower in 2025 as in 2024. The Group expects its capital adequacy ratio and leverage ratio to remain strong. The valuation principles set in the IFRS framework may cause significant but temporary unrealised fair value changes, some of which increase the volatility of net operating profit and make it more difficult to estimate.

    These estimates are based on a current assessment of the development of MuniFin Group’s operations and the operating environment.

    Municipality Finance Plc

    Further information:

    Esa Kallio, President and CEO, tel. +358 50 337 7953

    Harri Luhtala, Executive Vice President, Finance, CFO, tel. +358 50 592 9454

    MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The owners of the company include Finnish municipalities, the public sector pension fund Keva and the State of Finland. The Group’s balance sheet is over EUR 53 billion.

    MuniFin’s customers include municipalities, joint municipal authorities, wellbeing services counties, joint county authorities, corporate entities under the control of the above-mentioned organisations, and affordable social housing. Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

    MuniFin’s customers are domestic, but the Company operates in a completely global business environment. The Company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

    Read more: www.munifin.fi

    Attachment

    • MuniFin_Financial_Statements_Bulletin_2024

    The MIL Network –

    February 13, 2025
  • MIL-OSI USA: Ernst Says No More Union Time on Taxpayers Dime

    US Senate News:

    Source: United States Senator Joni Ernst (R-IA)

    WASHINGTON – As part of her sweeping effort to get the absent federal workforce back to work and serving the American people, U.S. Senate DOGE Caucus Chair Joni Ernst (R-Iowa) is introducing the Protecting Taxpayers’ Wallet Act to crackdown on taxpayer-funded union time.
    The bill will stop the practice of requiring taxpayers to foot the bill for federal employees engaging in union activity while on the clock, including lobbying Congress for higher pay, negotiating telework agreements, and others securing cushy perks.
    “Federal employees have been on a four-year vacation from work but were quite busy locking in pay raises and cushy telework agreements with the Biden administration,” said Ernst. “We need a full accounting of how many work hours and tax dollars have been spent to fully understand just how broken the federal workforce is. I am getting bureaucrats back to work and serving taxpayers instead of themselves.”
    “Forcing the American Taxpayer to foot the bill for federal union organizing is outrageous and absurd. If federal employees and resources are going to be used for union tasks, the unions should foot the bill,” said Rep. Scott Perry (R-Pa.), who is introducing this legislation in the House.
    In addition to this legislative action, Senator Ernst partnered with Congressman Michael Cloud (R-Texas) to ask the Trump administration to restart the annual reports fully accounting the cost of taxpayer-funded union time.
    “The Biden administration allowed federal employee unions to run wild, sticking taxpayers with the tab. At the Department of Housing and Urban Development (HUD), whistleblowers have come forward with evidence of HUD improperly paying TFUT to a number of employees, and investigations have substantiated these allegations. Specifically, a whistleblower with first-hand knowledge alleged that a HUD union official was arrested for driving under the influence of alcohol during the work day and was able to successfully assert she was engaged in union activities pursuant to TFUT while in custody,” wrote the lawmakers.
    Background:
    Ernst’s investigations previously exposed bureaucrats claiming to be on taxpayer-funded union time while sitting in a jail cell and on permanent vacation in Florida.
    Cracking down on taxpayer-funded union time is part of Senator Ernst’s broader push to get the broken federal workforce back to work as chair of the Senate DOGE Caucus through her telework report.
    Her playbook has already racked up a win with the announcement of the sale of the Wilbur J. Cohen building, a 1.2 million square foot monument to waste, where just 72 of 3,341 workers were showing up to work.

    MIL OSI USA News –

    February 13, 2025
  • MIL-OSI: XO Swap by Exodus Now Available in Bifrost Wallet

    Source: GlobeNewswire (MIL-OSI)

    OMAHA, Neb., Feb. 12, 2025 (GLOBE NEWSWIRE) — XO Swap by Exodus has officially been integrated into Bifrost Wallet, marking a significant step forward for seamless cross-chain swaps. This collaboration brings XO Swap’s advanced liquidity aggregation to Bifrost, enabling users to swap tokens effortlessly, including FLR (Flare) and SGB (Songbird)—two of the most prominent assets in the Flare ecosystem.

    Bifrost has been a pioneer in supporting Songbird and Flare, making this integration a natural fit to enhance liquidity and accessibility for users. With XO Swap, Bifrost users can now swap FLR, SGB, and other key assets like BTC, ETH, and USDC, directly within their wallet without relying on centralized exchanges.

    A Collaboration to Strengthen the Ecosystem

    “Bringing XO Swap to Bifrost means more seamless, self-custodial trading options for users,” said Kevin Wood, Director of Revenue Operations at Exodus. “Supporting Songbird and Flare through Bifrost helps expand accessibility for these key assets while giving users the best swap rates in the market.”

    As one of the first wallets to support Flare and Songbird, Bifrost has been a key player in empowering users with decentralized finance tools. This integration allows for frictionless asset swapping, strengthening Songbird’s liquidity while enhancing Bifrost’s DeFi capabilities.

    “Bifrost Wallet has always prioritized interoperability and ease of use, and integrating XO Swap aligns perfectly with that mission,” said Marco, Head of Marketing at Bifrost Wallet. “Our users now have access to one of the most robust swapping engines, unlocking new trading opportunities across multiple blockchains.”

    Key Swap Pairs Now Available in Bifrost via XO Swap:

    • FLR ⇄ SGB
    • FLR ⇄ XRP
    • FLR ⇄ USDC
    • SGB ⇄ BTC
    • SGB ⇄ XRP
    • SGB ⇄ DOGE
    • BTC ⇄ FLR
    • ETH ⇄ SGB

    With XO Swap now live in Bifrost, users can experience seamless swaps with deep liquidity and competitive rates across multiple networks.

    About Exodus
    Exodus empowers individuals to take control of their lives in a digital world with secure, user-friendly crypto software. Since 2015, Exodus has made digital assets accessible through self-custodial wallets that put users in full control of their funds, enabling seamless swaps, buys, and sells. For businesses, Exodus offers Passkeys Wallet and XO Swap, leading solutions for embedded crypto wallets and swap aggregation. Committed to accessible and secure finance, Exodus is shaping the future of digital ownership. Learn more at exodus.com or follow us on X at x.com/exodus.

    About Bifrost
    Bifrost Wallet is a self-custody wallet with you in full control over your crypto assets, keys, and data, all in one simple and secure app. Supported blockchains include Bitcoin, Ethereum, XRP, Dogecoin, Flare, and many more. Learn more at bifrostwallet.com/ or follow them on X at x.com/bifrostwallet.

    Investor Contact
    investors@exodus.com

    The MIL Network –

    February 13, 2025
  • MIL-OSI: LeddarTech Reports Fiscal First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    QUEBEC CITY, Canada, Feb. 12, 2025 (GLOBE NEWSWIRE) — LeddarTech® Holdings Inc. (“LeddarTech”) (Nasdaq: LDTC), an automotive software company that provides patented disruptive AI-based low-level sensor fusion and perception software technology, LeddarVision™, today provided a corporate update and announced financial results for the fiscal first quarter ended December 31, 2024.

    “2025 is off to a very exciting start for LeddarTech, as we continue to make substantial progress on our strategic plan. In fiscal Q1, we announced our collaboration and license agreement with Texas Instruments (“TI”), a premier semiconductor partner in the automotive space. Following that, we recently announced our first OEM design win from a major commercial vehicle OEM,” said Frantz Saintellemy, President and CEO of LeddarTech. “These commercial successes demonstrate strong validation by industry leaders of our products and are accelerating interest from potential customers and partners across the ADAS and AD landscape, building on our already substantial pipeline of opportunities.”

    Recent Business and Technology Highlights

    • Announced first OEM design win for LeddarVision. One of the world’s leading commercial vehicle OEMs has selected LeddarTech as the fusion and perception software supplier for their advanced driver assistance system (ADAS) program for 2028 model year vehicles. We expect to start generating engineering services revenue this fiscal year (FY2025).
    • Received US$8 million advanced royalty payments from TI. In January, LeddarTech received the second advanced royalty payment of US$3 million as part of its collaboration and license agreement with TI. This is in addition to the US$5 million received in December 2024.
    • Raised US$11.3 million under a standby equity purchase agreement (SEPA). In January, LeddarTech raised US$1.1 million (CA$1.4 million) by selling 600,000 shares at an average price of US$1.76. This is in addition to the US$10.2 million (CA$14.4 million) raised in fiscal Q1 2025 by selling 6.6 million shares at an average price of US$1.55 per share.
    • Conducted successful CES participation. LeddarTech completed a strong showing at the 2025 Consumer Electronics Show (CES), including the successful demonstration of LeddarVision Surround (LVS-2+) software utilizing TI TDA4VH-Q1 processor.
    • Announced listing transfer to Nasdaq Capital Market. Via this transfer, LeddarTech had cured the Nasdaq deficiencies and met the applicable listing standards.
    • Received ISO/IEC 27001 certification. LeddarTech proudly announced that the International Organization for Standardization (ISO) and the International Electrotechnical Commission (IEC) have awarded LeddarTech ISO/IEC 27001 certification, a key requirement for automotive customers.

    Customer Traction and Development

    LeddarTech has a robust pipeline of over 30 active opportunities with original equipment manufacturers (OEMs) and Tier 1 automotive suppliers to support consumer demands for improved safety features and satisfy upcoming regulatory deadlines.

    During 2025, LeddarTech will continue to develop two new, revenue-generating products that are designed to accelerate revenue and adoption of LeddarVision. More information will be shared on these products when available.

    Fiscal First Quarter 2025 Financial Highlights1

    Revenue: Revenue from continuing operations for the fiscal first quarter of 2025, ending December 31, 2024, was $51,900, compared to $52,000 in the fiscal quarter ending December 31, 2023. Revenue excludes our discontinued modules and components business.

    Net loss: Net loss for the fiscal first quarter of 2025, ending December 31, 2024, was $27.0 million, compared to a net loss of $61.5 million in the fiscal quarter ending December 31, 2023, representing a 56% decrease, primarily due to transaction costs that were incurred in fiscal Q1, 2024 and did not reoccur in 2025.

    EBITDA and adjusted EBITDA2:  EBITDA loss for the fiscal first quarter of 2025, ending December 31, 2024, was $22.1 million, compared to a $60.3 million loss in the fiscal quarter ending December 31, 2023, representing a 63% decrease, primarily due to transaction costs that were incurred in fiscal Q1, 2024 and did not reoccur in 2025. Adjusted EBITDA loss for the fiscal first quarter of 2025, ending December 31, 2024, was $11.1 million, compared to adjusted EBITDA loss of $8.6 million in the fiscal quarter ending December 31, 2023, representing a 11% increase, primarily due to a change in the amount of capitalized development costs.

    Continuing operations Q1-2025
      Q1-2024
     
    Revenues $51,878   $52,000  
    Loss from operations (13,218,705)   (63,912,986)  
    Finance costs, net 13,746,884   (2,422,558)  
    Loss before income taxes (27,012,529)   (61,490,428)  
    Net loss and comprehensive loss (27,012,664)   (61,490,428)  
    Net loss and comprehensive loss attributable to Shareholders of the Company (27,012,664)   (61,188,116)  
    Loss per share    
    Net loss per share (basic and diluted) (in dollars) (0.86)   (17.06)  
    Weighted average common shares outstanding (basic and diluted) 31,483,617   3,587,572  
    EBITDA (loss) (22,059,095)   (60,290,981)  
    Adjusted EBITDA (loss) (11,143,209)   (8,572,571)  
             

    The following table sets forth a reconciliation of adjusted EBITDA and EBITDA to net loss reported in accordance with IFRS for the three months ended December 31, 2024 and 2023.

      Q1-2025
      Q1-2024
     
    Net loss from continued operations ($27,012,664)   ($61,490,428)  
    Deferred income taxes 135   –  
    Depreciation of property and equipment 170,977   189,639  
    Depreciation of right-of-use assets 112,822   108,365  
    Amortization of intangible assets 165,134   137,112  
    Interest expenses 4,504,501   764,330  
    EBITDA loss from continuing operations (22,059,095)   (60,290,981)  
         
    Foreign exchange loss (gain) 3,635,140   (67,715)  
    Loss (gain) on revaluation of financial instruments carried at fair value 5,602,056   (2,963,283)  
    Gain on lease modification –   (166,661)  
    Stock-based compensation 1,678,690   (5,985,250)  
    Listing expense –   59,139,572  
    Transaction costs –   1,761,747  
    Adjusted EBITDA loss from continuing operations (11,143,209)   (8,572,571)  
             

    Balance Sheet and Liquidity3

    As of December 31, 2024, LeddarTech’s consolidated cash and cash equivalents balance totaled $17.7 million, compared to $5.3 million on September 30, 2024. Subsequent to the end of the quarter, the Company raised approximately $5.9 million, using a recent exchange rate of 1.43 Canadian dollars per US dollar. This included a US$3 million advance royalty payment from Texas Instruments and US$1.1 million from the sale of stock issuance under our standby equity purchase agreement or SEPA. LeddarTech’s cash balance as of Monday, February 10, 2025, was approximately $15.9 million.

    Non-IFRS Financial Measures

    A non-IFRS financial measure is a financial measure used to depict our historical or expected future financial performance, financial position or cash flow and, with respect to its composition, either excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in Company’s consolidated primary financial statements.

    In Q2-2024, the Company started to use two new non-IFRS financial measures because we believe these non-IFRS financial measures are reflective of our ongoing operating results and provide readers with an understanding of management’s perspective on and analysis of our performance.

    Below are descriptions of the non-IFRS financial measures that we use to explain our results and reconciliations to the most directly comparable IFRS financial measures.

    EBITDA (loss) is calculated as net earnings (loss) before interest expenses (income), deferred income taxes, depreciation of property and equipment, depreciation of right-of-use assets and amortization of intangible assets.

    EBITDA (loss) should not be considered an alternative to net loss in measuring performance or used as a measure of cash flow.

    Adjusted EBITDA (loss) is calculated as EBITDA (loss), adjusted for foreign exchange gain (loss), loss (gain) on revaluation of financial instruments carried at fair value, gain or loss on lease modification, share‐based compensation, listing expense, transaction costs, restructuring costs and impairment loss on intangible assets.

    About LeddarTech

    A global software company founded in 2007 and headquartered in Quebec City with additional R&D centers in Montreal and Tel Aviv, Israel, LeddarTech develops and provides comprehensive AI-based low-level sensor fusion and perception software solutions that enable the deployment of ADAS, autonomous driving (AD) and parking applications. LeddarTech’s automotive-grade software applies advanced AI and computer vision algorithms to generate accurate 3D models of the environment to achieve better decision making and safer navigation. This high-performance, scalable, cost-effective technology is available to OEMs and Tier 1-2 suppliers to efficiently implement automotive and off-road vehicle ADAS solutions.

    LeddarTech is responsible for several remote-sensing innovations, with over 170 patent applications (87 granted) that enhance ADAS, AD and parking capabilities. Better awareness around the vehicle is critical in making global mobility safer, more efficient, sustainable and affordable: this is what drives LeddarTech to seek to become the most widely adopted sensor fusion and perception software solution.

    Additional information about LeddarTech is accessible at www.leddartech.com and on LinkedIn, Twitter (X), Facebook and YouTube.

    Forward-Looking Statements

    Certain statements contained in this Press Release may be considered forward-looking statements within the meaning of the U.S. 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 (which forward-looking statements also include forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws), including, but not limited to, statements relating to LeddarTech’s selection by the OEM referred to above, anticipated strategy, future operations, prospects, objectives and financial projections and other financial metrics and ability to comply with Nasdaq Capital Market listing standards in the future. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation, our ability to continue to maintain compliance with Nasdaq continued listing standards following our transfer to the Nasdaq Capital Market, as well as: (i) the risk that LeddarTech and the OEM referred to above are unable to agree to final terms in definitive agreements; (ii) the volume of future orders (if any) from this OEM, actual revenue derived from expected orders, and timing of revenue, if any; (iii) our ability to timely access sufficient capital and financing on favorable terms or at all; (iv) our ability to maintain compliance with our debt covenants, including our ability to enter into any forbearance agreements, waivers or amendments with, or obtain other relief from, our lenders as needed; (v) our ability to execute on our business model, achieve design wins and generate meaningful revenue; (vi) our ability to successfully commercialize our product offering at scale, whether through the collaboration agreement with Texas Instruments, a collaboration with a Tier 2 supplier or otherwise; (vii) changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs and plans; (viii) changes in general economic and/or industry-specific conditions; (ix) our ability to retain, attract and hire key personnel; (x) potential adverse changes to relationships with our customers, employees, suppliers or other parties; (xi) legislative, regulatory and economic developments; (xii) the outcome of any known and unknown litigation and regulatory proceedings; (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak, as well as management’s response to any of the aforementioned factors; and (xiv) other risk factors as detailed from time to time in LeddarTech’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including the risk factors contained in LeddarTech’s Form 20-F filed with the SEC. The foregoing list of important factors is not exhaustive. Except as required by applicable law, LeddarTech does not undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

    Contact:
    Chris Stewart, Chief Financial Officer, LeddarTech Holdings Inc.

    Tel.: + 1-514-427-0858, chris.stewart@leddartech.com

    Leddar, LeddarTech, LeddarVision, LeddarSP, VAYADrive, VayaVision and related logos are trademarks or registered trademarks of LeddarTech Holdings Inc. and its subsidiaries. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.

    LeddarTech Holdings Inc. is a public company listed on the Nasdaq under the ticker symbol “LDTC.”


    1    All amounts in Canadian dollars except where otherwise noted.

    2    EBITDA and adjusted EBITDA are non-IFRS measures and are presented by the Company as they are used to assess operating performance. These non-IFRS measures do not have standardized meanings under IFRS and are not likely comparable to similarly designated measures reported by other corporations. The reader is cautioned that these measures are being reported in order to complement, and not replace, the analysis of financial results in accordance with IFRS. See “Non-IFRS Financial Measures” below.

    3    All amounts in Canadian dollars except where otherwise noted.

    The MIL Network –

    February 13, 2025
  • MIL-OSI: P10 Reports Fourth Quarter and Full Year 2024 Earnings Results

    Source: GlobeNewswire (MIL-OSI)

    DALLAS, Feb. 12, 2025 (GLOBE NEWSWIRE) — P10, Inc. (NYSE: PX) (the “Company”), a leading private markets solutions provider, today reported financial results for the fourth quarter and year ended December 31, 2024.

    Fourth Quarter 2024 Financial Highlights

    • Revenue: $85 million, a 35% increase year over year.
    • Fee-Related Revenue: $85 million, a 37% increase year over year.
    • Fee-Paying Assets Under Management: $25.7 billion, a 10% increase year over year.
    • GAAP Net Income (Loss): $5.7 million compared to $(1.9) million in the prior year.
    • Adjusted EBITDA: $42.9 million, a 40% increase year over year.
    • Fee-Related Earnings: $42.7 million, a 39% increase year over year.
    • Adjusted Net Income: $35.3 million, a 39% increase year over year.
    • Fully Diluted GAAP EPS: $0.05 compared to $(0.01) in the prior year.
    • Fully Diluted ANI per share: $0.30, a 44% increase year over year.

    Fiscal Year End 2024 Financial Highlights

    • Revenue: $296.4 million, a 23% increase year over year.
    • Fee-Related Revenue: $291.3 million, a 23% increase year over year.
    • GAAP Net Income (Loss): $19.7 million, compared to $(7.8) million in the prior year.
    • Adjusted EBITDA: $144.5 million, a 17% increase year over year.
    • Fee-Related Earnings: $142.1 million, a 15% increase year over year.
    • Adjusted Net Income: $120.2 million, an 18% increase year over year.
    • Fully Diluted GAAP EPS: $0.16, compared to $(0.06) in the prior year.
    • Fully Diluted ANI per share: $1.00, a 22% increase year over year.

    A presentation of the quarterly financials may be accessed here and is available on the Company’s website.

    “P10 delivered record financial performance in the fourth quarter, capping off a remarkable year. Our investment strategies carried momentum in the fourth quarter, achieving $905 million in gross new fee-paying AUM. We also exceeded our 2024 fundraising guidance by over a billion dollars and delivered strong growth across our platform,” said Luke Sarsfield, P10 Chairman and Chief Executive Officer. “Over the course of 2024, we executed on all strategic priorities outlined at the start of the year, which included optimizing our leadership team, driving increased organic growth, reaccelerating our M&A engine, generating operational efficiencies and enhancing our transparency. The Company is well positioned for an exciting 2025 and to meet or exceed the long-term financial guidance we provided at our inaugural Investor Day in September 2024.”

    Stock Repurchase Program

    In the fourth quarter, the Company repurchased approximately 815,327 shares at an average price of $12.72 per share. In 2024, the Company repurchased approximately 6,641,827 shares at an average price of $8.88 per share, for a total of $59.1 million in the year. The repurchase activity left approximately $3.5 million available under the repurchase authorization at the end of the fourth quarter. This week, the Board of Directors authorized an additional $40 million under the share repurchase program which brings the total available under the plan to approximately $43.5 million.

    Declaration of Dividend

    The Board of Directors of the Company has declared a quarterly cash dividend of $0.035 per share on Class A and Class B common stock, payable on March 20th, 2025, to the holders of record as of the close of business on February 28th, 2025.

    Conference Call Details

    The Company will host a conference call at 8:30 a.m. Eastern Time on Wednesday, February 12, 2025. All participants must register prior to joining the event.

    • To join and view the live webcast, please register here.
    • To join by telephone, please register here.

    For those unable to participate in the live event, a replay will be made available on P10’s investor relations page at www.p10alts.com.

    About P10

    P10 is a leading multi-asset class private markets solutions provider in the alternative asset management industry. P10’s mission is to provide its investors differentiated access to a broad set of investment solutions that address their diverse investment needs within private markets. As of December 31, 2024, P10’s products have a global investor base of more than 3,800 investors across 50 states, 60 countries, and six continents, which includes some of the world’s largest pension funds, endowments, foundations, corporate pensions, and financial institutions. Visit www.p10alts.com.

    Forward-Looking Statements

    Some of the statements in this release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expect,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements discuss management’s current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance, and business. The inclusion of any forward-looking information in this release should not be regarded as a representation that the future plans, estimates, or expectations contemplated will be achieved. Forward-looking statements reflect management’s current plans, estimates, and expectations, and are inherently uncertain. All forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors that may cause actual results to be materially different, including risks relating to: global and domestic market and business conditions; successful execution of business and growth strategies and regulatory factors relevant to our business; changes in our tax status; our ability to maintain our fee structure; our ability to attract and retain key employees; our ability to manage our obligations under our debt agreements; our ability to make acquisitions and successfully integrate the businesses we acquire, including our pending acquisition of Qualitas Funds SGEIC, S.A.; assumptions relating to our operations, financial results, financial condition, business prospects and growth strategy; the impacts of emerging technologies, such as artificial intelligence and machine learning; and our ability to manage the effects of events outside of our control. The foregoing list of factors is not exhaustive. For more information regarding these risks and uncertainties as well as additional risks that we face, you should refer to the “Risk Factors” included in our annual report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 13, 2024, and in our subsequent reports filed from time to time with the SEC. The forward-looking statements included in this release are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information or future events, except as otherwise required by law.

    Use of Non-GAAP Financial Measures by P10

    The non-GAAP financial measures contained in this press release (including, without limitation, Adjusted EBITDA, Adjusted EBITDA Margin, Fee-Related Revenue (“FRR”), Fee-Related Earnings (“FRE”), Fee-Related Earnings Margin, Adjusted Net Income (“ANI”) and, Fully Diluted ANI per share are not GAAP measures of the Company’s financial performance or liquidity and should not be considered as alternatives to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. A reconciliation of such non-GAAP measures to their most directly comparable GAAP measure is included later in this press release. The Company believes the presentation of these non-GAAP measures provide useful additional information to investors because it provides better comparability of ongoing operating performance to prior periods. It is reasonable to expect that one or more excluded items will occur in future periods, but the amounts recognized can vary significantly from period to period. These non-GAAP measures should not be considered substitutes for net income or cash flows from operating, investing, or financing activities. You are encouraged to evaluate each adjustment to non-GAAP financial measures and the reasons management considers it appropriate for supplemental analysis. 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.

    Key Financial & Operating Metrics

    Fee-paying assets under management reflects the assets from which we earn management and advisory fees. Our vehicles typically earn management and advisory fees based on committed capital, and in certain cases, net invested capital, depending on the fee terms. Management and advisory fees based on committed capital are not affected by market appreciation or depreciation.

    P10 Investor Contact:
    info@p10alts.com

    P10 Media Contact:
    Josh Clarkson
    Taylor Donahue
    jclarkson@prosek.com

     
    Reconciliation of Non-GAAP Financial Measures
     
                       
    (Dollars in thousands except share and per share amounts)   Three Months Ended   Twelve Months Ended   % Change
      December 31, 2024 December 31, 2023   December 31, 2024 December 31, 2023   Q4’24 vs Q4’23 YTD’24 vs YTD’23
    GAAP Net Income/(Loss)   $ 5,701   $ (1,893 )   $ 19,667   $ (7,772 )   N/A N/A
    Adjustments:                  
    Depreciation & amortization   6,902   7,945     28,314   31,472     -13% -10%
    Interest expense, net   6,927   5,792     25,510   21,872     20% 17%
    Income tax expense   1,967   1,826     8,698   4,632     8% 88%
    Non-recurring expenses   10,388   3,204     17,520   13,874     224% 26%
    Non-cash stock based compensation   4,999   5,252     22,480   21,519     -5% 4%
    Non-cash stock based compensation – acquisitions   2,414   779     7,971   8,674     210% -8%
    Non-cash stock based compensation – CEO transition   –   4,225     –   6,331     -100% -100%
    Earn out related compensation   3,597   3,597     14,312   22,992     0% -38%
    Adjusted EBITDA   $ 42,895   $ 30,727     $ 144,472   $ 123,594     40% 17%
    Less:                  
    Cash interest expense   (6,497 ) (5,049 )   (21,727 ) (20,100 )   29% 8%
    Cash income taxes, net of taxes related to acquisitions   (1,101 ) (206 )   (2,538 ) (1,539 )   434% 65%
    Adjusted Net Income   $ 35,297   $ 25,472     $ 120,208   $ 101,955     39% 18%
                       
    Fully Diluted ANI per Share                  
    Shares outstanding   111,333   116,299     112,549   116,104     -4% -3%
    Fully Diluted Shares outstanding   119,286   124,163     120,375   124,063     -4% -3%
    ANI per share   $0.32   $0.22     $1.07   $0.88     45% 22%
    Fully Diluted ANI per share(1)   $0.30   $0.21     $1.00   $0.82     44% 22%
                       
    Adjusted EBITDA Margin                  
    Total Revenues   $ 85,014   $ 63,067     $ 296,448   $ 241,734     35% 23%
    Adjusted EBITDA   42,895   30,727     144,472   123,594     40% 17%
    Adjusted EBITDA Margin   50 % 49 %   49 % 51 %   N/A N/A
                       
    Fee-Related Revenue                  
    Total Revenues   $ 85,014   $ 63,067     $ 296,448   $ 241,734     35% 23%
    Adjustments:                  
    Non-Fee Related Revenue   13   (1,126 )   (5,179 ) (4,730 )   -101% 9%
    Fee-Related Revenue   $ 85,027   $ 61,941     $ 291,269   $ 237,004     37% 23%
                       
    Fee-Related Earnings                  
    GAAP Net Income/(Loss)   $ 5,701   $ (1,893 )   $ 19,667   $ (7,772 )   N/A N/A
    Adjustments   37,194   32,620     124,805   131,366     14% -5%
    Adjusted EBITDA   $ 42,895   $ 30,727     $ 144,472   $ 123,594     40% 17%
    Less:                  
    Non-Fee Related Income   (173 ) (87 )   (2,354 ) (497 )   99% 374%
    Fee-Related Earnings   $ 42,722   $ 30,640     $ 142,118   $ 123,097     39% 15%
    Fee-Related Earnings Margin   50 % 49 %   49 % 52 %   N/A N/A
     

    (1) Fully Diluted ANI per share calculations include the total of all shares of common stock, stock options under the treasury stock method, restricted stock awards, and the redeemable non-controlling interests of P10 Intermediate converted to Class A stock as of each period presented.

    Notes to Reconciliation of Non-GAAP Financial Measures

    Above is a calculation of our unaudited non-GAAP financial measures. These are not measures of financial performance under GAAP and should not be construed as a substitute for the most directly comparable GAAP measures, which are reconciled in the table above. These measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these measures in isolation or as a substitute for GAAP measures. Other companies may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

    We use Adjusted Net Income, or ANI, as well as Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA Margin, Fee-Related Revenues, Fee-Related Earnings and Fee-Related Earnings Margin to provide additional measures of profitability. We use the measures to assess our performance relative to our intended strategies, expected patterns of profitability, and budgets, and use the results of that assessment to adjust our future activities to the extent we deem necessary. ANI reflects an estimate of our cash flows generated by our core operations. ANI is calculated as Adjusted EBITDA, less actual cash paid for interest and federal and state income taxes.

    In order to compute Adjusted EBITDA, we adjust our GAAP Net Income for the following items:

    • Expenses that typically do not require us to pay them in cash in the current period (such as depreciation, amortization and stock-based compensation);
    • The cost of financing our business;
    • One-time expenses related to restructuring of the management team including placement/search fees;
    • Expenses related to the debt refinance completed in August 2024;
    • Acquisition-related expenses which reflects the actual costs incurred during the period for the acquisition of new businesses, which primarily consists of fees for professional services including legal, accounting, and advisory, as well as bonuses paid to employees directly related to the acquisition; and
    • The effects of income taxes.

    Fee-Related Revenues is calculated as Total Revenues less any incentive fees.

    Fee-Related Earnings is a non-GAAP performance measure used to monitor our baseline earnings less any incentive fee revenue and excluding any incentive fee-related expenses.

    Fee-Related Earnings Margin is calculated as Fee-Related Earnings divided by Fee-Related Revenues.

    Adjusted Net Income reflects net cash paid for federal and state income taxes and cash interest expense.

    Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total GAAP revenues. We use Adjusted EBITDA Margin to provide an additional measure of profitability.

    The MIL Network –

    February 13, 2025
  • MIL-OSI Africa: Congo: CLG Experts Unpack Upcoming Gas Code and Investment Opportunities

    Source: Africa Press Organisation – English (2) – Report:

    BRAZZAVILLE, Republic of the Congo, February 12, 2025/APO Group/ —

    The matter of the gas code will undoubtedly be discussed at the Congo Energy & Investment Forum, taking place from March 24-26, 2025, in Brazzaville. This regulatory milestone aims to provide a clear and structured framework for gas exploration, production and commercialization, boosting investor confidence and unlocking the full potential of the country’s vast natural gas reserves. As part of the forum, CLG Congo, a leading legal and commercial advisory firm in the energy sector, will play a key role in discussions surrounding regulatory reforms. In an interview with Energy Capital & Power (ECP) (www.EnergyCapitalPower.com), Yves Ollivier, Managing Director and Daoudou Mohammad, Director of Tax & Legal at CLG, shared their insights on the country’s upcoming Gas Code, regulatory landscape and upcoming opportunities. 

    Please provide an overview of CLG’s current activities in the Congo, particularly in relation to the energy sector? 

    CLG Congo is a leading provider of legal, tax, and commercial advisory services, working closely with oil and gas companies. In 2024, CLG was involved in Trident Energy’s acquisition of Chevron and TotalEnergies’ interests in the Lianzi, Nkosa and Nsoko 2 and Moho Bilondo fields. Trident now holds15,75% in Lianzi field, 85% in Nkosa and Nsoko 2 fields and 21.5% in Moho-Bilondo. To expand our client base, we actively participate in major energy events, such as African Energy Week in Cape Town and are honored to partner with Capital Energy & Power as legal counsel for CEIF 2025. 

    How does the Republic of Congo’s legislative framework impact foreign investment in hydrocarbons? 

    Historically, about 80% of direct investments in the country come from oil and gas, reflecting its economic dependence on hydrocarbons. To enhance investment conditions, the government has created investment promotion structures, including a Public-Private Partnership (PPP) Agency and a dedicated Ministry for International Cooperation and for Public-Private Partnership. 

    The 2016 Hydrocarbons Code introduced competitive bidding for exploration rights, increasing transparency and investor confidence. However, a Gas Code is still needed to provide a specific legal framework for natural gas investments. The current draft, developed with international institutions, aims to secure foreign capital and streamline regulations for a more competitive and structured industry. 

    What fiscal incentives does Congo offer to attract energy investments? 

    The government provides among others, corporate tax exemptions and progressive tax reductions for oil and gas projects, negotiated within the Production Sharing Contracts. Companies also benefit from customs incentives, such as the IM5 temporary import regime, allowing tax-free equipment imports under the condition of re-export. These measures lower entry costs for investors and enhance profitability. 

    What are the key expectations from the Gas Code and how could the regulatory framework improve investment conditions? 

    The Gas Code, expected in 2025, will provide a clear legislative framework for gas monetization, fiscal terms, and resource management. The draft was presented to gas companies in late 2023, and after modifications, is set for final approval. Additionally, the Gas Master Plan, developed by SNPC and McKinsey, aims to boost investment and expand gas utilization in Congo. 

    Another key issue is the VAT decree (2023-1337), which extends VAT to previously exempt oil and gas operations. There are ongoing discussions between the government and industry players to find a compromise that suits all parties. 

    How does the regulatory framework impact local content development in the oil and gas industry? 

    Despite 2019 local content decrees, enforcement remains a challenge. The law mandates 70% Congolese employment in management roles, but lacks clear compliance mechanisms. Companies try to follow the guidelines, but without effective monitoring, implementation varies. Strengthening verification processes is essential for sustainable workforce development in the sector. 

    What are your key expectations for the Congo Energy & Investment Forum 2025? 

    We see this as an opportunity to engage with foreign investors and showcase Congo’s gas potential, which includes proven reserves of 284 billion cubic meters and significant ongoing projects such as Eni’s Tango FLNG and Wing Wah’s Banga Kayo Gas Project. The forum will allow direct dialogue with policymakers, enabling us to propose solutions for industry challenges such as the Gas Code finalization and fiscal reforms. We also aim to highlight investment opportunities and regulatory reforms. Discussing topics like the Gas Code, VAT decree, and Hydrocarbons Code updates is crucial to ensuring a competitive and attractive investment environment. 

    MIL OSI Africa –

    February 13, 2025
  • MIL-OSI Asia-Pac: SAIL declares financial results for Q3 and 9M FY’25

    Source: Government of India

    Posted On: 12 FEB 2025 12:21PM by PIB Delhi

    Steel Authority of India Limited (SAIL) has declared its financial results today for the quarter and nine month ending 31st December, 2024.

    Key highlights:

    Performance of Q3 FY 25 (Standalone) at a glance:

    Unit

    Q3 23-24

    Q2 24-25

    Q3 24-25

    Crude Steel Production

    Million Tonne

    4.75

    4.78

    4.63

    Sales Volume

    Million Tonne

    3.81

    4.10

    4.43

    Revenue from Operations

    Rs. Crore

    23,345

    24,675

    24,490

    Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)

    Rs. Crore

    2,319

    3,174

    2,389

    Profit Before Exceptional Items and Tax

    Rs. Crore

    384

    1,113

    289

    Exceptional Items

    Rs. Crore

    76

    0

    29

    Profit Before Tax (PBT)

    Rs. Crore

    461

    1,113

    318

    Profit After Tax (PAT)

    Rs. Crore

    331

    834

    126

     

    Performance of 9M FY 25 (Standalone) at a glance:

    Unit

    9M 23-24

    9M 24-25

    Crude Steel Production

    Million Tonne

    14.22

    14.08

    Sales Volume

    Million Tonne

    12.46

    12.54

    Revenue from Operations

    Rs. Crore

    77,417

    73,162

    Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)

    Rs. Crore

    8,451

    7,983

    Profit Before Exceptional Items and Tax

    Rs. Crore

    2,698

    1,728

    Exceptional Items

    Rs. Crore

    (339)

    (283)

    Profit Before Tax (PBT)

    Rs. Crore

    2,359

    1,445

    Profit After Tax (PAT)

    Rs. Crore

    1,722

    970

    SAIL’s revenue from operations and sales volume increased during the third quarter of the current financial year, along with a slight improvement in EBITDA compared to the corresponding period last year.

    Commenting on the financial results, Chairman SAIL, Shri Amarendu Prakash said, “In the face of a challenging steel market characterized by declining prices and an influx of cheap imports, SAIL has managed to achieve better EBITDA during the Q3FY25 compared to the corresponding period last year. We remain steadfast in our commitment to boost production and enhance cost efficiency, while simultaneously further explore and adopt greener technologies. We expect that with appropriate interventions, the issue of cheap imports will be addressed and government’s drive on infrastructure development will bode well for the domestic steel industry while driving the demand further”.

    *****

    TPJ/NJ

    (Release ID: 2102140) Visitor Counter : 71

    MIL OSI Asia Pacific News –

    February 13, 2025
  • MIL-OSI: Boralex: Dividend Declaration

    Source: GlobeNewswire (MIL-OSI)

    MONTREAL, Feb. 12, 2025 (GLOBE NEWSWIRE) — The Board of Directors of Boralex inc. (“Boralex” or the “Company”) (TSX: BLX) has declared a quarterly dividend of $0.165 per common share. This dividend will be paid on March 17, 2025 to shareholders of record at the close of business on February 28, 2025. Boralex has designated this dividend as an eligible dividend within the meaning of Section 89(14) of the Income Tax Act (Canada) and all provisions of provincial laws applicable to eligible dividends.

    About Boralex

    At Boralex, we have been providing affordable renewable energy accessible to everyone for over 30 years. As a leader in the Canadian market and France’s largest independent producer of onshore wind power, we also have facilities in the United States and development projects in the United Kingdom. Over the past five years, our installed capacity has more than doubled to over 3 GW. Our pipeline of projects and growth path total over 7.2 GW in wind, solar and electricity storage projects. We develop those projects guided by our values and our corporate social responsibility (CSR) approach. Through profitable and sustainable growth, Boralex is actively participating in the fight against global warming. Thanks to our fearlessness, our discipline, our expertise and our diversity, we continue to be an industry leader. Boralex’s shares are listed on the Toronto Stock Exchange under the ticker symbol BLX.

    For more information, visit boralex.com or sedarplus.com. Follow us on Facebook, Twitter, LinkedIn and Instagram.

    For more information

    Source: Boralex inc.

    The MIL Network –

    February 13, 2025
  • MIL-OSI: Gilat Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Q4 Revenue of $78.1 million, GAAP Operating Income of $12.8 million and Adjusted EBITDA of $12.1 million

    2024 Revenue of $305.4 million, GAAP Operating Income of $27.7 million and a 25-year Record Adjusted EBITDA of $42.2 million

    Expects 2025 Revenues to increase by 36%-50%

    Announces New Reporting Segments

    PETAH TIKVA, Israel, Feb. 12, 2025 (GLOBE NEWSWIRE) — Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT), a worldwide leader in satellite networking technology, solutions and services, today reported its unaudited results for the fourth quarter and full year ended December 31, 2024.

    Fourth Quarter 2024 Financial Highlights

    • Revenue of $78.1 million, up 3% compared with $75.6 million in Q4 2023;
    • GAAP operating income of $12.8 million, compared with $2.9 million in Q4 2023;
    • Non-GAAP operating income of $9.7 million, compared with $6.1 million in Q4 2023;
    • GAAP net income of $11.8 million, or $0.21 per diluted share, compared with $3.4 million, or $0.06 per diluted share, in Q4 2023;
    • Non-GAAP net income of $8.5 million, or $0.15 per diluted share, compared with $6.5 million, or $0.11 per diluted share, in Q4 2023;
    • Adjusted EBITDA of $12.1 million, up 30% compared with $9.4 million in Q4 2023.

    Full year 2024 Financial Highlights

    • Revenue of $305.4 million, up 15% compared with $266.1 million in 2023;
    • GAAP operating income of $27.7 million, compared with $28.1 million in 2023;
    • Non-GAAP operating income of $31.9 million, up 35% compared with $23.5 million in 2023;
    • GAAP net income of $24.8 million, or $0.44 per diluted share, compared with $23.5 million, or $0.41 per diluted share in 2023;
    • Non-GAAP net income of $28.2 million, or $0.49 per diluted share, compared with $19.9 million, or $0.35 per diluted share 2023;
    • Adjusted EBITDA was $42.2 million, up 16% compared with adjusted EBITDA of $36.4 million in 2023.

    2025 Guidance

    Management’s financial guidance for 2025 is for revenues of between $415 to $455 million, and Adjusted EBITDA is expected to be between $47 to $53 million1.

    Adi Sfadia, Gilat’s CEO, commented, “Gilat delivered strong results with profitability of Adjusted EBITDA of $12.1 million for the fourth quarter and $42.2 million for the entire year. These results alongside our strong generation of cash flow underscore the strength and resilience of our core business model, demonstrating both operating leverage and the positive impact of our current product revenue mix.”

    “During the fourth quarter our Defense and In-Flight Connectivity business continued to experience strong momentum with increased orders and awards. The Defense segment, with a focus on the US DoD, represents a significant growth opportunity for Gilat. We are pleased with our progress in expanding opportunities to serve the specialized needs of government and military customers with our innovative satellite solutions,” Mr. Sfadia continued. “With the closing of the Stellar Blu acquisition, our Commercial business is poised for significant growth as we establish our leadership in the expanding Electronically Steerable Antenna (ESA) market. Our portfolio of IFC GEO, LEO and multi-orbit solutions will be instrumental in capitalizing on increasing demand for inflight connectivity by airlines and passengers.”

    Mr. Sfadia concluded, “Looking ahead into 2025, given the significant potential we see in the defense market and our view of this as a strategic growth engine, we plan to increase our investment in R&D, Sales and Marketing of the Defense Segment. We believe that this targeted increase will allow us to take advantage of the opportunities we see quicker and more decisively to ensure a long term growth in this market. Coupled with our recent acquisitions and positioning in the Satcom market, Gilat has the resource base to scale the IFC and Defense businesses and our track record of profitable, cash generating growth, provides a strong foundation for Gilat’s continued success.”

    Commencing January 1, 2025, the company has implemented a new organizational structure and reportable segments. The new organizational structure and segment reporting are designed to better target the diverse and attractive end markets the company serves and to provide investors with greater insight into Gilat’s business lines and strategic growth opportunities. The company will report financial results based on the following three divisions: Gilat Defense, Gilat Commercial and Gilat Peru.

    • Gilat Defense Division: provides secure, rapid-deployment solutions for military organizations, government agencies, and defense integrators, with a strong focus on the U.S. Department of Defense resulting from our strategic acquisition of DataPath Inc. By integrating technologies from Gilat, Gilat DataPath, and Gilat Wavestream, the division delivers resilient battlefield connectivity with multiple layers of communication redundancy for high availability.
    • Gilat Commercial Division: provides advanced broadband satellite communication networks for IFC, Enterprise and Cellular Backhaul, supporting HTS, VHTS, and NGSO constellations with turnkey solutions for service providers, satellite operators, and enterprises. Our acquisition of Stellar Blu serves as the cornerstone of this division, strengthening our position in the IFC market and enabling us to provide cutting-edge connectivity solutions that meet the demands of passengers, airlines, and service providers worldwide.
    • Gilat Peru Division: specializes in end-to-end telco solutions, including the operation and implementation of large-scale network projects. With expertise in terrestrial fiber optic, wireless, and satellite networks, Gilat Peru provides technology integration, managed networks and services, connectivity solutions, and reliable internet and voice access across the region.

    Gilat has prepared unaudited illustrations of the company’s financial reports for Fiscal Years 2023 and 2024 to reflect the company’s results based on the new segment reporting, which can be found in the IR section on Gilat’s website. For additional information about Gilat’s new divisional structure, please click here: Link

    Key Recent Announcements

    • Gilat Secures Over $18 Million Orders Addressing Demand for In-Flight Connectivity Solutions
    • Gilat Receives $9 Million in Orders for Multi-Orbit SkyEdge Platforms
    • Gilat Completes Acquisition of Stellar Blu Solutions LLC
    • Gilat and Hispasat Provided Immediate Satellite Communication to Support Disaster Recovery Efforts After Hurricane Helene
    • Gilat Receives Over $3 Million in Orders to Support LEO Constellations
    • Gilat Awarded Over $5 Million in orders to Support Critical Connectivity for Defense Forces
    • Gilat Receives $4M in Orders for Advanced Portable Terminals from Global Defense Customers

    Conference Call Details

    Gilat’s Management will discuss its fourth quarter and full year 2024 results and business achievements and participate in a question-and-answer session:

    Date: Wednesday, February 12, 2025
    Start: 09:30 AM EST / 16:30 IST
    Dial-in: US: 1-888-407-2553
      International: +972-3-918-0609
       

    A simultaneous webcast of the conference call will be available on the Gilat website at gilat.com and through this link: https://veidan.activetrail.biz/gilatq4-2024

    The webcast will also be archived for a period of 30 days on the Company’s website and through the link above.

    Non-GAAP Measures

    The attached summary unaudited financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). To supplement the consolidated financial statements presented in accordance with GAAP, the Company presents non-GAAP presentations of gross profit, operating expenses, operating income, income before taxes on income, net income, Adjusted EBITDA, and earnings per share. The adjustments to the Company’s GAAP results are made with the intent of providing both management and investors with a more complete understanding of the Company’s underlying operational results, trends, and performance. Non-GAAP financial measures mainly exclude, if and when applicable, the effect of stock-based compensation expenses, amortization of purchased intangibles, lease incentive amortization, other non-recurring expenses, other integration expenses, other operating expenses (income), net, and income tax effect on the relevant adjustments.

    Adjusted EBITDA is presented to compare the Company’s performance to that of prior periods and evaluate the Company’s financial and operating results on a consistent basis from period to period. The Company also believes this measure, when viewed in combination with the Company’s financial results prepared in accordance with GAAP, provides useful information to investors to evaluate ongoing operating results and trends. Adjusted EBITDA, however, should not be considered as an alternative to operating income or net income for the period and may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. Adjusted EBITDA is not a measure of financial performance under GAAP and may not be comparable to other similarly titled measures for other companies. Reconciliation between the Company’s net income and adjusted EBITDA is presented in the attached summary financial statements.

    Non-GAAP presentations of gross profit, operating expenses, operating income, income before taxes on income, net income, adjusted EBITDA and earnings per share should not be considered in isolation or as a substitute for any of the consolidated statements of operations prepared in accordance with GAAP, or as an indication of Gilat’s operating performance or liquidity.

    About Gilat

    Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) is a leading global provider of satellite-based broadband communications. With over 35 years of experience, we develop and deliver deep technology solutions for satellite, ground, and new space connectivity, offering next-generation solutions and services for critical connectivity across commercial and defense applications. We believe in the right of all people to be connected and are united in our resolution to provide communication solutions to all reaches of the world.

    Together with our wholly-owned subsidiaries—Gilat Wavestream, Gilat DataPath, and Gilat Stellar Blu—we offer integrated, high-value solutions supporting multi-orbit constellations, Very High Throughput Satellites (VHTS), and Software-Defined Satellites (SDS) via our Commercial and Defense Divisions. Our comprehensive portfolio is comprised of a cloud-based platform and modems; high-performance satellite terminals; advanced Satellite On-the-Move (SOTM) antennas and ESAs; highly efficient, high-power Solid State Power Amplifiers (SSPA) and Block Upconverters (BUC) and includes integrated ground systems for commercial and defense markets, field services, network management software, and cybersecurity services.

    Gilat’s products and tailored solutions support multiple applications including government and defense, IFC and mobility, broadband access, cellular backhaul, enterprise, aerospace, broadcast, and critical infrastructure clients all while meeting the most stringent service level requirements. For more information, please visit: http://www.gilat.com

    Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words “estimate”, “project”, “intend”, “expect”, “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. Many factors could cause the actual results, performance or achievements of Gilat to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions, inability to maintain market acceptance to Gilat’s products, inability to timely develop and introduce new technologies, products and applications, rapid changes in the market for Gilat’s products, loss of market share and pressure on prices resulting from competition, introduction of competing products by other companies, inability to manage growth and expansion, loss of key OEM partners, inability to attract and retain qualified personnel, inability to protect the Company’s proprietary technology and risks associated with Gilat’s international operations and its location in Israel, including those related to the terrorist attacks by Hamas, and the hostilities between Israel and Hamas and Israel and Hezbollah. For additional information regarding these and other risks and uncertainties associated with Gilat’s business, reference is made to Gilat’s reports filed from time to time with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements for any reason.

    Contact:

    Gilat Satellite Networks

    Hagay Katz, Chief Product and Marketing Officer
    hagayk@gilat.com

    Alliance Advisors:

    GilatIR@allianceadvisors.com
    Phone: +1 212 838 3777

    _________________
    1
    We do not provide forward-looking guidance on a GAAP basis because we are unable to reasonably provide forward-looking guidance for certain financial data, such as amortization of purchased intangibles and earnout-based expenses related to recent acquisitions. As a result, we are not able to provide a reconciliation of GAAP to non-GAAP financial measures for forward-looking data without unreasonable effort.

     
    GILAT SATELLITE NETWORKS LTD.
    CONSOLIDATED STATEMENTS OF INCOME 
    U.S. dollars in thousands (except share and per share data)
                       
          Twelve months ended 
       Three months ended 
           December 31, 
      December 31, 
            2024       2023       2024       2023  
          Unaudited   Audited   Unaudited
                       
    Revenues   $ 305,448     $ 266,090     $ 78,128     $ 75,612  
    Cost of revenues     192,117       161,145       47,107       46,692  
                       
    Gross profit     113,331       104,945       31,021       28,920  
                       
    Research and development expenses, net   38,136       41,173       10,108       11,624  
    Selling and marketing expenses   27,381       25,243       6,657       7,119  
    General and administrative expenses   26,868       19,215       6,192       6,312  
    Other operating expenses (income), net      (6,751 )     (8,771 )     (4,706 )     986  
                       
    Total operating expenses      85,634       76,860       18,251       26,041  
                       
    Operating income      27,697       28,085       12,770       2,879  
                       
    Financial income, net       1,504       109       63       1,196  
                       
    Income before taxes on income   29,201       28,194       12,833       4,075  
                       
    Taxes on income     (4,352 )     (4,690 )     (1,069 )     (628 )
                       
    Net income   $ 24,849     $ 23,504     $ 11,764     $ 3,447  
                       
    Earnings per share (basic and diluted)  $ 0.44     $ 0.41     $ 0.21     $ 0.06  
                       
    Weighted average number of shares used in               
      computing earnings per share                
      Basic      57,016,920       56,668,999       57,017,032       56,820,774  
      Diluted     57,016,920       56,672,537       57,017,032       56,820,774  
                                             
    GILAT SATELLITE NETWORKS LTD.
    RECONCILIATION BETWEEN GAAP AND NON-GAAP CONSOLIDATED STATEMENTS OF INCOME 
    FOR COMPARATIVE PURPOSES 
    U.S. dollars in thousands (except share and per share data)  
                             
         Three months ended     Three months ended 
        December 31, 2024   December 31, 2023
        GAAP   Adjustments (*)   Non-GAAP   GAAP   Adjustments (*)   Non-GAAP
        Unaudited   Unaudited
                             
    Gross profit $ 31,021   $ 575     $ 31,596   $ 28,920   $ 617     $ 29,537
    Operating expenses   18,251     3,680       21,931     26,041     (2,615 )     23,426
    Operating income    12,770     (3,105 )     9,665     2,879     3,232       6,111
    Income before taxes on income   12,833     (3,105 )     9,728     4,075     3,232       7,307
    Net income $ 11,764   $ (3,252 )   $ 8,512   $ 3,447   $ 3,097     $ 6,544
                             
    Basic earnings per share  $ 0.21   $ (0.06 )   $ 0.15   $ 0.06   $ 0.06     $ 0.12
                             
    Diluted earnings per share $ 0.21   $ (0.06 )   $ 0.15   $ 0.06   $ 0.05     $ 0.11
                             
                             
    Weighted average number of shares used in                       
    computing earnings per share                      
    Basic    57,017,032         57,017,032     56,820,774         56,820,774
    Diluted    57,017,032         57,024,316     56,820,774         56,987,939
                             
    (*) Adjustments reflect the effect of stock-based compensation expenses as per ASC 718, amortization of purchased intangibles, other operating income (expenses), net, other integration expenses and income tax effect on such adjustments which is calculated using the relevant effective tax rate.
              
        Three months ended   Three months ended
        December 31, 2024   December 31, 2023
            Unaudited           Unaudited    
                             
    GAAP net income      $ 11,764             $ 3,447      
                             
    Gross profit                      
    Stock-based compensation expenses       133               129      
    Amortization of purchased intangibles       389               448      
    Other integration expenses       53               40      
              575               617      
    Operating expenses                      
    Stock-based compensation expenses       653               796      
    Stock-based compensation expenses related to business combination   140               662      
    Amortization of purchased intangibles       216               162      
    Other operating income (expenses), net and other integration expenses   (4,689 )             995      
              (3,680 )             2,615      
                             
    Taxes on income       (147 )             (135 )    
                             
    Non-GAAP net income      $ 8,512             $ 6,544      
                                                 
    GILAT SATELLITE NETWORKS LTD.
    RECONCILIATION BETWEEN GAAP AND NON-GAAP CONSOLIDATED STATEMENTS OF INCOME 
    FOR COMPARATIVE PURPOSES 
    U.S. dollars in thousands (except share and per share data)  
                                 
             Twelve months ended     Twelve months ended 
            December 31, 2024   December 31, 2023
            GAAP   Adjustments (*)   Non-GAAP   GAAP   Adjustments (*)   Non-GAAP
            Unaudited   Audited   Unaudited
                                 
    Gross profit     $ 113,331   $ 3,673     $ 117,004   $ 104,945   $ 895     $ 105,840
    Operating expenses        85,634     (500 )     85,134     76,860     5,434       82,294
    Operating income       27,697     4,173       31,870     28,085     (4,539 )     23,546
    Income before taxes on income       29,201     4,173       33,374     28,194     (4,539 )     23,655
    Net income      $ 24,849   $ 3,376     $ 28,225   $ 23,504   $ (3,597 )   $ 19,907
                                 
    Basic earnings per share      $ 0.44   $ 0.06     $ 0.50   $ 0.41   $ (0.06 )   $ 0.35
                                 
    Diluted earnings per share     $ 0.44   $ 0.05     $ 0.49   $ 0.41   $ (0.06 )   $ 0.35
                                 
    Weighted average number of shares used in                        
    computing earnings per share                          
    Basic        57,016,920         57,016,920     56,668,999         56,668,999
    Diluted        57,016,920         57,041,778     56,672,537         56,784,601
                                 
    (*) Adjustments reflect the effect of stock-based compensation expenses as per ASC 718, amortization of purchased intangibles, other operating income, net, other non-recurring expenses, other integration expenses and income tax effect on such adjustments which is calculated using the relevant effective tax rate.
             
            Twelve months ended   Twelve months ended
            December 31, 2024   December 31, 2023
                Unaudited           Unaudited    
                                 
    GAAP net income         $ 24,849             $ 23,504      
                                 
    Gross profit                          
    Stock-based compensation expenses           518               407      
    Amortization of purchased intangibles           2,412               448      
    Other non-recurring expenses           466               –      
    Other integration expenses           277               40      
                  3,673               895      
    Operating expenses                          
    Stock-based compensation expenses           2,771               2,354      
    Stock-based compensation expenses related to business combination   3,437               662      
    Amortization of purchased intangibles        988               312      
    Other operating income, net and other integration expenses        (6,696 )             (8,762 )    
                  500               (5,434 )    
                                 
    Taxes on income           (797 )             942      
                                 
    Non-GAAP net income          $ 28,225             $ 19,907      
    GILAT SATELLITE NETWORKS LTD.
    SUPPLEMENTAL INFORMATION
    U.S. dollars in thousands
                         
    ADJUSTED EBITDA:                  
                         
             Twelve months ended 
       Three months ended 
             December 31, 
      December 31, 
              2024       2023       2024       2023  
            Unaudited   Unaudited
                         
    GAAP net income       $ 24,849     $ 23,504     $ 11,764     $ 3,447  
    Adjustments:                  
    Financial income, net          (1,504 )     (109 )     (63 )     (1,196 )
    Taxes on income       4,352       4,690       1,069       628  
    Stock-based compensation expenses       3,289       2,761       786       925  
    Stock-based compensation expenses related to business combination   3,437       662       140       662  
    Depreciation and amortization (*)       13,777       13,627       3,068       3,862  
    Other operating expenses (income), net     (6,751 )     (8,771 )     (4,706 )     986  
    Other non-recurring expenses       466       –       –       –  
    Other integration expenses       332       49       70       49  
                         
    Adjusted EBITDA     $ 42,247     $ 36,413     $ 12,128     $ 9,363  
                         
    (*) Including amortization of lease incentive            
                 
    SEGMENT REVENUES:            
            Twelve months ended 
       Three months ended 
             December 31, 
       December 31, 
              2024       2023       2024       2023  
            Unaudited
      Audited
      Unaudited
                         
    Satellite Networks     $ 198,174     $ 168,527     $ 49,064     $ 53,517  
    Integrated Solutions       54,925       46,133       17,257       9,503  
    Network Infrastructure and Services        52,349       51,430       11,807       12,592  
                         
    Total revenues     $ 305,448     $ 266,090     $ 78,128     $ 75,612  
    GILAT SATELLITE NETWORKS LTD.
    CONSOLIDATED BALANCE SHEETS
    U.S. dollars in thousands
             
        December 31,   December 31,
          2024       2023  
        Unaudited   Audited
             
    ASSETS        
             
    CURRENT ASSETS:        
    Cash and cash equivalents   $ 119,384     $ 103,961  
    Restricted cash     853       736  
    Trade receivables, net     53,554       44,725  
    Contract assets     20,987       28,327  
    Inventories     38,890       38,525  
    Other current assets     21,963       24,299  
             
    Total current assets     255,631       240,573  
             
    LONG-TERM ASSETS:        
    Restricted cash     12       54  
    Long-term contract assets     8,146       9,283  
    Severance pay funds     5,966       5,737  
    Deferred taxes     11,896       11,484  
    Operating lease right-of-use assets     6,556       5,105  
    Other long-term assets     5,288       9,544  
             
    Total long-term assets     37,864       41,207  
             
    PROPERTY AND EQUIPMENT, NET     70,834       74,315  
             
    INTANGIBLE ASSETS, NET     12,925       16,051  
             
    GOODWILL     52,494       54,740  
             
    TOTAL ASSETS   $ 429,748     $ 426,886  
             
    GILAT SATELLITE NETWORKS LTD.
    CONSOLIDATED BALANCE SHEETS (Cont.)
    U.S. dollars in thousands (except share data)
             
        December 31,   December 31,
          2024       2023  
        Unaudited   Audited
             
    LIABILITIES AND SHAREHOLDERS’ EQUITY        
             
    CURRENT LIABILITIES:        
    Short-term debt   $ –     $ 7,453  
    Trade payables      17,107       13,873  
    Accrued expenses      45,368       51,906  
    Advances from customers and deferred revenues     18,587       34,495  
    Operating lease liabilities     2,557       2,426  
    Other current liabilities     17,817       16,431  
             
    Total current liabilities     101,436       126,584  
             
    LONG-TERM LIABILITIES:        
    Long-term loan     2,000       2,000  
    Accrued severance pay     6,677       6,537  
    Long-term advances from customers and deferred revenues     580       1,139  
    Operating lease liabilities     4,014       3,022  
    Other long-term liabilities     10,606       12,916  
             
    Total long-term liabilities     23,877       25,614  
             
    SHAREHOLDERS’ EQUITY:        
    Share capital – ordinary shares of NIS 0.2 par value      2,733       2,733  
    Additional paid-in capital     943,294       937,591  
    Accumulated other comprehensive loss     (6,120 )     (5,315 )
    Accumulated deficit     (635,472 )     (660,321 )
             
    Total shareholders’ equity     304,435       274,688  
             
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ 429,748     $ 426,886  
                                       
    GILAT SATELLITE NETWORKS LTD.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    U.S. dollars in thousands
                       
          Twelve months ended 
      Three months ended 
          December 31, 
       December 31, 
            2024       2023       2024       2023  
          Unaudited   Audited   Unaudited
    Cash flows from operating activities:                
    Net income   $ 24,849     $ 23,504     $ 11,764     $ 3,447  
    Adjustments required to reconcile net income to net cash provided by operating activities:                
    Depreciation and amortization     13,554       13,402       3,012       3,805  
    Capital gain from sale of property      –       (2,084 )     –       –  
    Stock-based compensation *)     6,726       3,423       926       1,587  
    Accrued severance pay, net     (89 )     167       (72 )     12  
    Deferred taxes, net     1,834       2,662       298       (1,203 )
    Decrease (increase) in trade receivables, net     (9,347 )     13,448       (2,328 )     9,561  
    Decrease (increase) in contract assets     8,519       (1,694 )     11,506       (7,804 )
    Decrease (increase) in other assets and other adjustments (including                 
    short-term, long-term and effect of exchange rate changes on cash and cash equivalents)     11,661       (351 )     8,590       (3,949 )
    Decrease (increase) in inventories, net     (1,928 )     (2,387 )     544       3,798  
    Increase (decrease) in trade payables     3,196       (7,635 )     (1,884 )     (2,314 )
    Increase (decrease) in accrued expenses     (5,906 )     735       (8,581 )     3,517  
    Increase (decrease) in advances from customers and deferred revenues     (16,390 )     803       (4,228 )     (1,843 )
    Increase (decrease) in other liabilities     (5,010 )     (12,049 )     (3,265 )     1,343  
    Net cash provided by operating activities     31,669       31,944       16,282       9,957  
                       
    Cash flows from investing activities:                
    Purchase of property and equipment     (6,610 )     (10,746 )     (2,515 )     (2,090 )
    Acquisitions of subsidiary, net of cash acquired     –       (4,107 )     –       (4,107 )
    Receipts from sale of property     –       2,168       –       –  
    Net cash used in investing activities     (6,610 )     (12,685 )     (2,515 )     (6,197 )
                       
    Cash flows from financing activities:                
    Repayment of credit facility, net     (7,453 )     (1,590 )     –       (1,590 )
    Repayments of short-term debts     (7,836 )     –       (3,793 )     –  
    Proceeds from short-term debts     7,836       –       1,066       –  
    Costs associated with entering into a long-term debt     (654 )     –       (654 )     –  
    Net cash used in financing activities     (8,107 )     (1,590 )     (3,381 )     (1,590 )
                       
    Effect of exchange rate changes on cash, cash equivalents and restricted cash     (1,454 )     (63 )     (896 )     2,288  
                       
    Increase in cash, cash equivalents and restricted cash     15,498       17,606       9,490       4,458  
                       
    Cash, cash equivalents and restricted cash at the beginning of the period     104,751       87,145       110,759       100,293  
                       
    Cash, cash equivalents and restricted cash at the end of the period   $ 120,249     $ 104,751     $ 120,249     $ 104,751  
                       
    *)    Stock-based compensation including expenses related to business combination in the amounts of $3,437 and $662 for the twelve months ended December 31, 2024 and 2023, respectively.
         Stock-based compensation including expenses related to business combination in the amounts of $140 and $662 for the three months ended December 31, 2024 and 2023, respectively.

    The MIL Network –

    February 13, 2025
  • MIL-OSI Asia-Pac: LCQ22: Work safety on bamboo scaffolding

    Source: Hong Kong Government special administrative region

    LCQ22: Work safety on bamboo scaffolding
    LCQ22: Work safety on bamboo scaffolding
    ****************************************

         Following is a question by the Hon Lam Chun-sing and a written reply by the Secretary for Labour and Welfare, Mr Chris Sun, in the Legislative Council today (February 12): Question:      The revised Code of Practice for Bamboo Scaffolding Safety (the Code), which officially took effect on October 19 last year, aims to enhance the safety of bamboo scaffolding works. In this connection, will the Government inform this Council:(1) of the number of industrial accidents involving bamboo scaffolding works recorded by the authorities in each of the years from 2018 to October 18 last year, and since the implementation of the Code on ‍October 19 last year, together with the number of casualties involved in such accidents, and set out in Table 1 a breakdown by nature of works (i.e. (i) new works and (ii) repair, maintenance, alteration and addition works), type of works (i.e. (I) public works and (II) ‍non-‍public works) and type of cases (i.e. (a) fatal cases (the‍ number of fatalities) and (b) non-fatal cases (the number of injuries)); Table 1

    Date
    (i)
    (ii)

    (I)
    (II)
    (I)
    (II)

    (a)
    (b)
    (a)
    (b)
    (a)
    (b)
    (a)
    (b)

    2018
     
     
     
     
     
     
     
     

    ……
     
     
     
     
     
     
     
     

    From January 1 to October 18, 2024
     
     
     
     
     
     
     
     

    Since October 19, 2024
     
     
     
     
     
     
     
     

    Total
     
     
     
     
     
     
     
     

    (2) of the respective numbers of (i) workplaces inspected by the Government for bamboo scaffolding works, as well as (ii)‍ improvement notices (together with their compliance rates) and (iii) suspension notices (together with their compliance rates) issued by the Government to contractors involved in non-compliances in relation to bamboo scaffolding works, in each of the years from 2018 to ‍October 18 last year, and since the implementation of the Code on ‍October 19 last year, and set out in Table 2 a breakdown by nature of works (i.e. (a) new works and (b) repair, maintenance, alteration and addition works) and type of works (i.e. (I) public works and (II) ‍non-‍public works); Table 2

    Date
    (i)
    (ii)
    (iii)

    (I)
    (II)
    (I)
    (II)
    (I)
    (II)

    (a)
    (b)
    (a)
    (b)
    (a)
    (b)
    (a)
    (b)
    (a)
    (b)
    (a)
    (b)

    2018
     
     
     
     
     
     
     
     
     
     
     
     

    ……
     
     
     
     
     
     
     
     
     
     
     
     

    From January 1 toOctober 18, 2024
     
     
     
     
     
     
     
     
     
     
     
     

    Since October 19, 2024
     
     
     
     
     
     
     
     
     
     
     
     

    Total
     
     
     
     
     
     
     
     
     
     
     
     

     (3) in respect of the improvement notices issued by the Government as mentioned in (2)(ii), of (a) the non-compliances primarily involved and (b) the average time taken by contractors to remedy non-‍compliances or cease illegal acts, and set out in Table 3 a breakdown by nature of works (i.e. (i) new works and (ii) repair, maintenance, alteration and addition works); Table 3

    Date
    (i)
    (ii)

    (a)
    (b)
    (a)
    (b)

    2018
     
     
     
     

     
     
     
     

    ……
     
     
     
     

     
     
     
     

    From January 1 toOctober 18, 2024
     
     
     
     

     
     
     
     

    Since October 19, 2024
     
     
     
     

     
     
     
     

     (4) in respect of the suspension notices issued by the Government as mentioned in (2)(iii), of (a) the non-compliances primarily involved by contractors and (b) the average time taken for such notices getting revoked by the authorities, and set out in Table 4 a breakdown by nature of works (i.e. (i) new works and (ii) repair, maintenance, alteration and addition works); Table 4

    Date
    (i)
    (ii)

    (a)
    (b)
    (a)
    (b)

    2018
     
     
     
     

     
     
     
     

    ……
     
     
     
     

     
     
     
     

    From January 1 to October 18, 2024
     
     
     
     

     
     
     
     

    Since October 19, 2024
     
     
     
     

     
     
     
     

     (5) of the respective numbers of prosecutions instituted by the authorities and convictions for non-compliances in respect of bamboo scaffolding works involving contractors, in each of the years from 2018 to October 18 last year, and since the implementation of the Code on October 19 last year, as well as the major non-compliances involved and the average sentences imposed; (6) whether it has compiled statistics on the number of employers who, in each of the past seven years and this year to date, have failed to take out employees’ compensation insurance (commonly known as labour insurance) as required under the Employees’ Compensation Ordinance (Cap. 282) for workers involved in the industrial accidents mentioned in (1), and on the number of employers prosecuted as a result; among such prosecution cases, of the number of convicted cases and the average sentences imposed; (7) of the number of applications for taking out labour insurance received and approved by the Employees’ Compensation Insurance Residual Scheme Bureau from employers in the bamboo scaffolding industry in each of the past seven years and this year to date; what measures the Government has put in place to strengthen assistance for the construction industry in taking out labour insurance for workers engaged in bamboo scaffolding works in order to enhance the protection for these workers; (8) given that at the meeting of the Panel on Manpower of this Council on March 16, 2021, the authorities proposed amending the Construction Sites (Safety) Regulations (Cap. 59I) to include small-‍scale construction works involving higher risks (including truss-out scaffolding works) within the scope of mandatory notification to facilitate the Labour Department in arranging targeted inspections, of the latest progress and the specific timetable for the relevant legislative amendment work; and (9) how the Government will strengthen its promotion of the enhanced application of technology in the industry to enhance the occupational safety and health of frontline workers working on bamboo scaffolds?Reply: President,      The Government attaches great importance to workplace safety. Pursuant to the risk-based principle and keeping close tabs on the occupational safety and health (OSH) risk levels and trends of various industries (in particular the construction industry), the Labour Department (LD) has been formulating and adjusting the strategies of inspection and enforcement, publicity and promotion, as well as education and training in a timely manner to raise the OSH level in Hong Kong.     With the objective of enhancing scaffolding safety, the Government held a meeting on “Enhancement of Scaffolding Safety” on January 24, 2025 with relevant organisations and stakeholders. The LD is considering carefully the opinions of the trade representatives and will continue to work closely with relevant organisations and stakeholders to explore ways to enhance the safe use of scaffolds.      My reply to the Hon Lam Chun-sing is as follows:(1) The numbers of fatal cases and fatalities of industrial accidents (Note 1) involving bamboo scaffolds on construction sites from 2018 to 2025 (as at January 26) are tabulated below. These cases did not involve Public Works Projects (Note 2). 

    Year
    Industrial accidents involving bamboo scaffolds

    (i) New Works (Note 3)
    (ii) Repair, Maintenance, Alteration, and Addition Works (Note 4)

    Number of fatal cases (number of fatalities)
    Number of fatal cases (number of fatalities)

    2018
    1 (1)
    4 (4)

    2019
    3 (3)
    1 (1)

    2020
    1 (1)
    1 (1)

    2021
    –
    4 (4)

    2022
    –
    4 (4)

    2023
    –
    –

    2024 (Note 5)(January 1, 2024 – October 18, 2024)
    1 (2)
    2 (2)

    2024 (Note 5)(October 19, 2024 – December 31, 2024)
    –
    –

    2025 (Note 5)
    –
    –

    Note 1: Industrial accidents refer to injuries and deaths arising from industrial activities in industrial undertakings in Hong Kong as defined under the Factories and Industrial Undertakings Ordinance.Note 2: Public Works Projects refer to construction sites under the Architectural Services Department, Drainage Services Department, Electrical and Mechanical Services Department, Highways Department, Water Supplies Department, and Civil Engineering and Development Department.Note 3: New Works refer to construction sites where new development or re-development works take place. Such works include building, piling, demolition, site formation and civil engineering works.Note 4: Repair, Maintenance, Alteration, and Addition Works refer to minor works such as minor alterations, repairs, maintenance and interior decoration of existing buildings, term maintenance or repair contracts (such as roads, water and drainage works).Note 5: The numbers of fatal cases of industrial accidents of 2024 and 2025 are recorded as at January 26, 2025.     The LD does not keep the numbers of injury cases and injuries of industrial accidents involving bamboo scaffolds on construction sites. (2) to (5) The enforcement figures related to construction sites by the LD from 2018 to 2024 are tabulated below.(i) The number of inspections conducted and enforcement figures of new works construction sites from 2018 to 2024

     
    2018
    2019
    2020
    2021
    2022
    2023
    2024(Jan – Oct)
    2024(Nov – Dec)

    Inspections
    27 709
    35 202
    23 419
    29 525
    26 664
    26 788
    25 024
    4 781

    Prosecutions taken
    1 435
    1 453
    1 101
    1 095
    1 171
    1 494
    1 277
    272

    Improvement notices
    1 264
    1 954
    1 340
    2 433
    2 103
    2 985
    2 631
    368

    Suspension notices
    246
    124
    116
    153
    351
    131
    81
    31

    (ii) The number of inspections conducted and enforcement figures of repair, maintenance, alteration and addition works sites from 2018 to 2024

     
    2018
    2019
    2020
    2021
    2022
    2023
    2024(Jan – Oct)
    2024(Nov – Dec)

    Inspections
    42 928
    52 466
    34 616
    41 538
    38 907
    44 447
    36 965
    7 640

    Prosecutions taken
    1 077
    848
    910
    774
    838
    828
    685
    97

    Improvement notices
    835
    1 051
    762
    851
    956
    1 158
    1 018
    240

    Suspension notices
    353
    353
    204
    284
    270
    157
    132
    64

         The LD does not keep the numbers of safety inspections, enforcement figures and convictions breakdown by the bamboo scaffolding trade or works category.      The LD will assess the severity and consequences of the violation of law and take different enforcement means in accordance with the established guidelines and procedures, including the issuance of improvement notices or suspension notices to duty holders, if violation is detected during inspection of construction site.     The LD does not keep the statistics of the time required for revoking improvement notices or suspension notices. In general, the LD will take follow up actions in a timely manner in accordance with the established procedures after the notice has been issued. The notice would be revoked when the LD is satisfied that measures have been taken by the duty holders to abate the relevant risks. There is no specified timeframe for revoking a notice, which will be dependent on the attitude of the duty holders and the complexities of the actual work to abate the relevant risks. (6) Among the 22 fatal cases of industrial accidents provided in part (1), five employers were prosecuted by the LD for failing to take out the employees’ compensation insurance (EC insurance) policies at the time of the accidents. Relevant prosecution figures are tabulated below: 

    Year of accidents
    Number of summonses heard
    Number of summonses convicted
    Fine imposed

    2018
    1
    1
    $25,000

    2019
    1
    1
    $8,000

    2020
    1
    1
    $5,000 (Note)

    2021
    1
    1
    $3,000

    2022
    1
    1
    $6,000

    Note: In addition to the fine of $5,000, the employer was concurrently sentenced to 14 days’ imprisonment, suspended for 18 months.(7) The Employees’ Compensation Insurance Residual Scheme (ECIRS) serves as a market of last resort to assist employers who cannot procure EC insurance in the market, with a view to ensuring that employers can acquire EC insurance. Relevant figures pertaining to the applications by employers in scaffolding industry received and approved by the Employees’ Compensation Insurance Residual Scheme Bureau (ECIRSB) from 2018 to January 2025 are as follows: 

    Year
    Number of applications received from the employers(a)
    Number of applications approved and provided cover by ECIRSB(b)

    2018
    15
    15

    2019
    12
    12

    2020
    14
    13 (Note 1)

    2021
    15
    15

    2022
    19
    31 (Note 2)

    2023
    24
    23 (Note 1)

    2024
    25
    25

    2025(as at January)
    3
    2 (Note 3)

    Note 1: The figures in column (b) are lower than that in column (a) of the above table as the employers have either taken out EC insurance directly through ECIRS’s member insurers or they did not take out EC insurance through ECIRS eventually.Note 2: In exercise of its authority under section 35(2)(b) of the Insurance Ordinance, the Insurance Authority appointed Managers to take full control of the affairs, business and property of Target Insurance Company Limited (Target) in 2022. As a participating member of ECIRS, Target jointly underwrote the EC insurance policies issued under ECIRS. Due to Target’s inability to continue operations because of insolvency, ECIRS had to reissue the affected insurance policies to the insured in 2022, including 12 policies specific to the scaffolding industry.Note 3: One application is under processing.     The Government is deeply concerned about the procurement of EC insurance by employers in the scaffolding sector. ECIRSB has been offering premium discounts to the employers in the scaffolding sector and implemented flexible arrangements, including short-term EC insurance policies, tailored to the circumstances of the scaffolding industry. The Government will continue to maintain close communication with ECIRSB to assist employers in the scaffolding sector who have implemented enhanced occupational safety measures in qualifying for higher premium discounts, thus ensuring compliance with the requirement to procure EC insurance.(8) The LD is studying the refinement of statutory notification mechanism for construction works and its feasibility.      At the same time, to enhance the bamboo scaffolding safety, the LD updated the Code of Practice for Bamboo Scaffolding Safety last year, strengthening the regulation against truss-out bamboo scaffold (TOS). This includes requiring workers engaged in TOS works to hold valid certificates issued by the Construction Industry Council (CIC) to bolster safeguards for workers.      In addition, the LD has been actively collaborating with the scaffolding and insurance industries as well as other stakeholders in recent years to improve the occupational safety of bamboo scaffolding industry through various measures. This aims to reduce related insurance premiums, enabling employers in the bamboo scaffolding industry to take out employees’ compensation insurance at relatively reasonable prices, so as to form a virtuous cycle uplifting the overall safety standards of the industry to further lower the premium for labour insurance. (9) The Government supports the construction industry in using innovative technologies to improve site safety. The LD has been working closely with the Development Bureau (DEVB), relevant government departments and organisations to promote the industry to effectively use innovative technologies and expand their scope of application to enhance site safety.      The LD is collaborating with the DEVB to promote the implementation of the Smart Site Safety System (4S) in more construction projects to enhance monitoring and risk management of construction sites, and further improve the overall site safety standards. The LD has also actively participated in the work of the Task Force on Smart Site Safety System Standardisation set up by CIC, and will continue to keep in view the development of various advanced technology and encourage the industry to adopt appropriate technological equipment for preventing accidents.      In addition, the LD, in collaboration with the Occupational Safety and Health Council, organised the first OSH Innovation and Technology Expo in March 2024 to introduce and showcase innovative solutions, products and technologies in the field of OSH for promoting innovative developments in this area. Meanwhile, the LD will provide advice on OSH legislation for technology products developed by industries to facilitate the introduction and application of more such products.      At the meeting of “Enhancement of Scaffolding Safety” on January 24, 2025, the LD has discussed with the industry and other relevant stakeholders to explore measures from various aspects (including the application of technology) to enhance the bamboo scaffolding safety.      However, we must point out that technology is merely an auxiliary tool. It is more important to address the issue at the root by enhancing the overall OSH culture in the construction industry, as well as raising workers’ safety awareness. The Government will continue to strive for promoting OSH culture through the adoption of multi-pronged strategies, including promotion, education and training, inspections and enforcement as well as the application of technologies, to help reduce accidents.

     
    Ends/Wednesday, February 12, 2025Issued at HKT 15:25

    NNNN

    MIL OSI Asia Pacific News –

    February 13, 2025
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