Category: Taxation

  • MIL-OSI: Virturo Elite Club: Unlock Exclusive Wealth-Building Opportunities for High-Net-Worth Individuals

    Source: GlobeNewswire (MIL-OSI)

    LONDON, UK, Dec. 20, 2024 (GLOBE NEWSWIRE) — Virturo announced that through its Elite Club, it offers personalized wealth-building strategies that maximize returns, optimize tax efficiency, and protect assets against inflation, all while ensuring investments align with long-term goals. For those who hold significant wealth, traditional investments like stocks, bonds, and real estate might seem secure, but inflation poses a silent threat to their lasting worth. Over the years, these investments have provided steady returns of 3-5%, yet many high-net-worth individuals are now seeking ways to boost returns without taking on excessive risk.

    Addressing Inflation: Diversify Beyond Traditional Investments

    Many affluent individuals have portfolios that are heavily reliant on traditional investments, which often yield moderate returns in the range of 3-5%. While these returns may have seemed sufficient in the past, inflation can diminish their purchasing power over time, leaving investors searching for better growth opportunities.

    Virturo understands this challenge. The platform provides access to  HYPERLINK “https://virturo.com/”alternative investments—such as cryptocurrencies, high-growth stocks, and real estate funds—that have the potential for higher returns while maintaining strategic risk management. Virturo’s investment strategies are designed to outpace inflation and deliver superior returns, giving investors the tools to protect and grow wealth in an uncertain economic environment.

    Revitalize Dormant Assets and Achieve Greater Growth

    Many wealthy individuals have underutilized or dormant assets—such as low-interest savings or stagnant equities—that fail to keep pace with inflation. Virturo specializes in helping investors revitalize these dormant assets and transform them into high-performing investments. By leveraging advanced technologies and a team of financial experts, Virturo ensures that assets work harder, providing higher returns than traditional investment vehicles while keeping risk manageable.

    Optimizing Portfolios with Tax-Efficient Investments in the UK and Netherlands

    Whether clients are in the UK or the Netherlands, Virturo offers expert guidance on structuring investments in the most tax-efficient manner. UK clients benefit from ISAs, which allow for tax-free growth, while Dutch clients have access to options like the belastingvrije beleggingsrekening (tax-free investment accounts) and pensioenbeleggingen (pension investments). These options enable investors to grow wealth while minimizing tax liabilities—critical for protecting returns in the face of inflation.

    Why Virturo’s Elite Club is the Ultimate Investment Solution

    Virturo’s Elite Club offers numerous advantages for affluent investors:

    • Diversified Investment Opportunities: Access to cryptocurrencies, high-growth equities, real estate funds, and more, helping clients diversify away from traditional investments with low returns.
    • Inflation-Proof Strategies: Virturo provides inflation-resistant strategies that protect wealth, ensuring investments continue to grow at a pace that outstrips inflation.
    • Tax-Efficient Growth: Whether in the UK or the Netherlands, Virturo helps clients invest in tax-efficient vehicles, such as ISAs or belastingvrije beleggingsrekening, to maximize returns and minimize tax burdens.
    • Revitalizing Dormant Assets: Unlock the potential of underperforming assets, turning them into high-growth investments with the help of Virturo’s expert guidance.
    • Comprehensive Wealth Management: Elite Club members receive personalized financial strategies, ensuring portfolios are optimized for both growth and risk management.
    • Sustainable and Impactful Investments: Align wealth-building efforts with values through impact investing, allowing clients to grow wealth while supporting sustainability initiatives.

    Join Virturo’s Elite Club Today

    For wealthy individuals looking to expand and diversify portfolios, Virturo’s Elite Club offers exclusive access to high-return, inflation-beating investments. With expert guidance, personalized service, and access to a wide range of tax-efficient options, Virturo ensures that wealth is protected against inflation and continues to grow—while maintaining an appropriate level of risk.

    Investors ready to secure their financial future can experience the benefits of wealth management that truly works. Virturo’s Elite Club provides an unparalleled opportunity to unlock the full potential of investments.

    Media Contact

    Company: Virturo

    Contact: Media Team

    Email: support@virturo.com

    Website: https://virturo.com/

    SOURCE: Virturo

    The MIL Network

  • MIL-OSI China: China solicits opinions on tax-related information rules concerning internet platform companies

    Source: China State Council Information Office

    A File photo shows Meituan delivery personnel packaging the food in Jinan, capital city of east China’s Shandong province. [Photo/Xinhua]

    Chinese authorities on Friday began soliciting public opinions on rules to regulate internet platform companies’ submission of tax-related information about businesses and employees on their platforms.

    The rules aim to promote the healthy and orderly development of the country’s platform economy, according to the State Taxation Administration and the State Administration for Market Regulation, which jointly drafted the rules.

    MIL OSI China News

  • MIL-OSI USA: Attorney General Bonta Announces Nearly $1.2 Million Settlement with Valley Rock Foundation for Self-Dealing Transactions

    Source: US State of California

    Thursday, January 23, 2025

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

    OAKLAND – California Attorney General Rob Bonta today announced a nearly $1.2 million settlement against the Valley Rock Foundation, formerly, Edward A. Keith Foundation, and its directors Celeste White and Dr. Robert White (Whites). The settlement resolves allegations that the directors engaged in self-dealing transactions, unjust enrichment, and breach of fiduciary duty for improper personal benefits from the Foundation’s charitable assets. The Whites do not admit liability in the settlement agreement.   

    “At the California of Justice, we are unwavering in our commitment to safeguarding the integrity of charitable organizations and will hold any individual or entity accountable that misuses charity funds for personal enrichment,” said Attorney General Bonta. “This settlement sends a clear message: Those who abuse their positions and exploit charitable resources for personal gain will be held fully responsible for their wrongdoings.”  

    The settlement resolves concerns that the Whites breached their fiduciary obligation to act in the best interest of their charitable organization. An investigation by the Attorney General’s Office revealed that the Whites made improvements to their personal real property (Barn), and to their condominium in Lake Tahoe, Nevada, using charitable assets. The investigation also showed that the defendants allegedly formed Veritas Refuge to acquire and manage the real estate assets of the Foundation. The expenses of the Veritas Refuge, however, do not appear on the Foundation’s IRS Form 990-PFs, resulting in a lack of transparency to our office and the public.

    Under the terms of the settlement, the Whites must adhere to the following: 

    • The Foundation will be required to dissolve, and any assets left after the payment of fees and expenses will be distributed to Westmont College, the named beneficiary of the Foundation upon dissolution.
    • One of the Whites will resign as a director of the Foundation, and the President of Westmont College will be appointed to the board as an independent director. 
    • The Foundation will make a set of final grants totaling $10 million towards the opening of a community-use area in Yountville, the rehabilitation and development of two churches in the Napa area, and the renovation of campus facility buildings at Westmont College in Santa Barbara, California. 
    • The Foundation will contribute $997,571 to ImpactAssets, Inc. This amount is to resolve flood damage claims related to the Whites’ Lake Tahoe property and fire damage claims at the Barn that led to a loss of use of charitable assets for their intended charitable purpose. The payments are restricted to specifically benefit residents of California. 
    • Pay the California Department of Justice $150,000 in attorneys’ fees, investigatory costs, and settlement of claims. 

    A copy of the settlement can be found here.  

    # # #

    MIL OSI USA News

  • MIL-OSI: Gran Tierra Energy Inc. Announces 2025 Guidance and Operations Update

    Source: GlobeNewswire (MIL-OSI)

    • 2025 Capital Expenditure Budget of $240-280 Million and Expected 2025 Cash Flow1of $260-300 Million
    • 2025 Capital Program Includes 10-14 Development Wells and 6-8 High Impact Exploration Wells
    • Forecast 2025 Production of 47,000-53,000 BOEPD, Representing at the Midpoint, an Increase of 44% from 2024
    • Forecast 2025 Free Cash Flow2of $90 Million Before Exploration, $20 Million After Exploration in Base Case
    • Plan to Allocate Up To 50% of After Exploration Free Cash Flow to Share Buybacks
    • Achieved Total Company Production for 2024 of 34,710 BOEPD, an Increase of 6% from 2023

    CALGARY, Alberta, Jan. 23, 2025 (GLOBE NEWSWIRE) — Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today announced its 2025 capital budget, production guidance and operational update. All dollar amounts are in United States dollars and all production volumes are on a working interest before royalties basis and are expressed in barrels of oil equivalent (“boe”) per day (“BOEPD”), unless otherwise stated.

    Message to Shareholders

    Gary Guidry, President and Chief Executive Officer of Gran Tierra, commented: “Following up on a strong 2024, which included a very successful exploration campaign and a new country entry into Canada, we are looking forward to our 2025 development and exploration program. Our 2025 budget, which is expected to be fully funded by Cash Flow1, takes a balanced, returns-focused approach to capital allocation while focusing on portfolio longevity. At the midpoint of the Base Case, our production guidance of 50,000 BOEPD represents an increase of 44% from the 34,710 BOEPD 2024 total company production achieved in 2024.

    We plan to focus on profitably growing reserves and production across our Colombian, Ecuadorian and Canadian assets, pursue high impact exploration throughout our portfolio, and invest in facility and infrastructure projects to maximize the long-term value of our assets. This year’s budget would fulfil our exploration commitments in Ecuador which were a result of obtaining the lands back in 2019. Since 2021 we have drilled 10 exploration wells, had 9 discoveries and shot 238 kilometers of 3D seismic in Ecuador. This year, we expect to drill four exploration wells in Ecuador and two to three wells to further appraise our exciting discoveries. We have also planned a very active capital program in the Suroriente block including drilling 5-7 wells, investing in a gas-to-power project, and significant facility investment to increase fluid handling due to increased production and water injection. We forecast spending approximately $60-$80 million in Suroriente, which would fulfil a material component of our $123 million commitment associated with obtaining the 20-year extension. In addition, we plan on drilling a further two to four high impact exploration wells in Colombia. The exploration program and Suroriente capital program represent approximately $135 million of this year’s capital program. After the fulfilment of commitments in 2025, we expect 2026 and beyond to be focused on exploiting our extensive asset base, including anticipated development of our recent discoveries, drilling on our extensive Canadian landholdings and optimizing our assets under waterflood.

    We believe Gran Tierra is strongly positioned with a low base decline, a robust portfolio of conventional and unconventional oil and gas assets, and a high-impact exploration program. As we continue to profitably advance our operational and financial goals, we remain deeply committed to the well-being of our employees and the communities where we operate, recognizing their essential role in our success.”

    Key Highlights:

    2025 Guidance:

    • Gran Tierra is forecasting the following ranges for the Company’s 2025 budget:
     2025 Budget Low Case Base Case High Case
     Brent Oil Price ($/bbl) 65.00 75.00 85.00
     WTI Oil Price ($/bbl) 61.00 71.00 81.00
     AECO Natural Gas Price ($CAD/thousand cubic feet) 2.00 2.50 3.50
     Production (BOEPD) 47,000-53,000 47,000-53,000 47,000-53,000
     Operating Netback3 ($ million) 330-370 430-470 510-550
     EBITDA4 ($ million) 300-340 380-420 460-500
     Cash Flow1 ($ million) 200-240 260-300 300-340
     Capital Expenditures ($ million) 200-240 240-280 240-280
     Free Cash Flow2 ($ million) 20 60
     Number of Development Wells (gross) 8-12 10-14 10-14
     Number of Exploration Wells (gross) 6 6-8 6-8
     Budgeted Costs Costs per BOE ($/boe)
     Lifting 12.00-14.00
     Workovers 1.50-2.50
     Transportation 1.00-2.00
     General and Administration 2.00-3.00
     Interest 4.00-4.50
     Current Tax 2.00-3.00

    * Budgeted royalties as a percentage of total revenue were approximately 19% in the base case

    • 2025 Base Capital Program: Building on a successful capital campaign in 2024, Gran Tierra plans to continue to execute on its strategy of delivering value by seeking to add new reserves, investing in facility and infrastructure projects to maximize recovery and minimize cost, and providing future growth through exploration. Gran Tierra forecasts spending approximately 55% of its capital program in Colombia, 30% in Ecuador, and 15% in Canada, respectively.
    Category Capital ($ million) Key Activities
    Colombia Development 105-120 Suroriente (47% W.I.): Drill 5-7 gross development wells;
    facility expansion, gas-to-power generation upgrades and
    social investment in the area
    Acordionero (100% W.I.): Investment facility expansion
    activities, gas-to-power generation upgrades and injector
    conversions
    Ecuador Development 35-45 Chanangue/Charapa (100% W.I.): Drill 2-3 appraisal wells
    Canada Development 35-45 Simonette (50% W.I.): Drill 5 gross development wells
    Nisku (100% W.I.): Drill 1 development well
    Exploration 65-70 Ecuador: Drill 4 exploration wells
    Colombia: Drill 2 to 4 exploration wells
     
    • Development: Gran Tierra expects to drill a total of 10 to 14 net development wells in its 2025 capital program, including: 
      • Suroriente: The Company plans to drill 5-7 gross development wells in the Cohembi oil field located in the Southern Putumayo Basin of Colombia. In addition to development drilling, Gran Tierra is also planning facility expansion, gas-to-power generation upgrades, and continued social investment in the area. With the planned investments in 2025, production and reserves are expected to significantly increase in 2026 and beyond.
      • Acordionero: The Company plans to focus on the optimization of the field through continued waterflood expansion activities, including facility expansions, workovers (ESP upsizes and injector conversions) and gas-to-power generation upgrades. These expenditures are expected to reduce unit costs while maintaining production by offsetting natural declines and increasing overall recovery. The Company is planning an active development drilling program in 2026.
      • Chanangue: The Company plans to continue its appraisal program on the highly prospective Arawana/Zabaleta productive trend in Ecuador by drilling 2-3 appraisal wells.
      • Simonette: Gran Tierra plans to drill 2.5 net wells at Simonette targeting two-layer co-development of the Lower and Middle Montney offering improved capital efficiency and lower proportionate infrastructure spending.
    • Exploration: Approximately 20-30% of the Company’s 2025 capital program is expected to be allocated to high impact exploration activities and the drilling of 6 to 8 exploration wells in Colombia and Ecuador in the Base and High Case. Gran Tierra’s 2025 exploration drilling is planned to follow up on the encouraging results from the Company’s 2024 exploration program while meeting all its Ecuador exploration commitments. The Company continues to focus its exploration program on short-cycle time, near-field prospects in proven basins with access to transportation infrastructure.
    • Fully Funded Capital Program Generating Free Cash Flow2: Gran Tierra’s mid-point Base Case 2025 capital budget of $260 million is expected to be fully funded from the Base Case 2025 mid-point Cash Flow1 forecast of $280 million, based on an assumed average $75.00/bbl Brent oil price, $71.00/bbl WTI oil price, and CAD$2.50/thousand cubic feet AECO natural gas price. Gran Tierra remains focused on generating Free Cash Flow2, ongoing net debt5 reduction and shareholder returns via share buybacks.
    • Share Buybacks: During 2025, Gran Tierra plans to allocate up to approximately 50% of its Free Cash Flow after exploration to share buybacks in the Base Case. During 2024, the Company repurchased approximately 6.7% of its outstanding shares.

    Gran Tierra’s Commitment to Go “Beyond Compliance” with Safe and Sustainable Operations

    • 2024 was the Company’s safest year in company history, with a total of 27.8 million person-hours without a Lost Time Injury (LTI), and a Total Recordable Case Frequency (TRCF) of 0.03, which places Gran Tierra within the top quartile in safety performance in the Americas.

    Operations Update

    • 2024 Production
      • Gran Tierra achieved total company average production in 2024 of approximately 34,710 BOEPD, an increase of 6% from 2023 and 13% from 2022.
    • Ecuador
      • Chanangue Block: Gran Tierra has completed its first horizontal well drilled in Ecuador, the Zabaleta Oeste well. The well drilled through 700 feet of pay in the Basal Tena formation and has yielded promising results, confirming the area’s potential for horizontal development. The well continues to clean-up and we anticipate the clean-up will take longer than what is expected for a vertical well. Encouragingly, the well encountered good porosity sands, validating our geologic and reservoir models and confirming the extent of the Basal Tena sands within the Chanangue Block.
      • Iguana Block: Following the drilling of the Zabaleta Oeste well, the rig is currently being mobilized over to the Iguana Block to drill the first exploration well of 2025.
    • Canada
      • Simonette: The development plan with our new Joint Venture partner, Logan Energy, has commenced with the first two wells being drilled. Both wells are planned to be stimulated by the end of the first quarter or the beginning of the second quarter of 2025.
      • Central: Gran Tierra has drilled a well in the Nisku play with a horizontal lateral length of over 3,000 meters; testing is planned to commence in February 2025.
      • Clearwater: Gran Tierra has drilled 5 new wells in the Clearwater at East Dawson and Walrus. The Clearwater program has confirmed the quality of our acreage in the Clearwater play. These wells are expected to come onstream in late January 2025.
    • Colombia
      • Suroriente Block: A rig is currently being mobilized to the Cohembi North pad, with first production expected by the end of the first quarter of 2025.

    1“Cash Flow” refers to line item “net cash provided by operating activities” under generally accepted accounting principles in the United States of America (“GAAP”).
    2“Free Cash Flow” is a non-GAAP measure and does not have a standardized meaning under GAAP. Free Cash Flow is defined as “net cash provided by operating activities” less capital expenditures. Refer to “Non-GAAP Measures” in this press release. Forecast 2025 free cash flow of $80 million “before exploration” is equal to the Base Case midpoint cash flow of $280 million less the Base Case midpoint total capital of $260 million, with Base Case midpoint exploration-only capital of approximately $70 million added back. Forecast 2025 Free Cash Flow of $20 million “after exploration” is equal to the Base Case midpoint cash flow of $280 million less the Base Case midpoint total capital of $260 million. Free Cash Flows in the table above are the midpoints of the ranges of cash flows less the midpoints of the ranges of total capital expenditures for each oil price scenario.
    3“Operating netback” is a non-GAAP measures and does not have standardized meaning under GAAP. Refer to “Non-GAAP Measures” in this press release.
    4Earnings before interest, taxes and depletion, depreciation and accretion (“EBITDA”) is a non-GAAP measure and does not have a standardized meaning under GAAP. Refer to “Non-GAAP Measures” in this press release.
    5Net debt is defined as GAAP total debt before deferred financing fees less cash.

    Contact Information

    For investor and media inquiries please contact:

    Gary Guidry
    President & Chief Executive Officer

    Ryan Ellson
    Executive Vice President & Chief Financial Officer

    +1-403-265-3221

    info@grantierra.com

    About Gran Tierra Energy Inc.

    Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador and will continue to pursue additional new growth opportunities that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Additional information concerning Gran Tierra is available at www.grantierra.com. Except to the extent expressly stated otherwise, information on the Company’s website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to info@grantierra.com or (403) 265-3221.

    Gran Tierra’s filings with the U.S. Securities and Exchange Commission (the “SEC”) are available on the SEC website at http://www.sec.gov. The Company’s Canadian securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

    Forward-Looking Statements and Advisories

    This press release contains opinions, forecasts, projections, and other statements about future events or results that constitute forward-looking statements within the meaning of the United States 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, and financial outlook and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements, which can be identified by such terms as “expect”, “plan”, “can,” “will,” “should,” “guidance,” “forecast,” “signal,” “measures taken to” and “believes”, derivations thereof and similar terms identify forward-looking statements. Such forward-looking statements include, but are not limited to, the Company’s capital budget amount and uses; the Company’s strategies related to exploration, drilling and operation activities; expectations regarding reservoir prospects and production amounts; future well results (including initial oil and natural gas production rates and productive capacity based on past performance); expected future net cash provided by operating activities (described in this press release as “cash flow”), free cash flow, operating netback, EBITDA and certain associated metrics; anticipated capital expenditures, including the location and impact of capital expenditures; operating and general and administrative costs; production guidance for 2025; and the Company’s expectations as to debt repayment, share repurchases and its positioning for 2025 and beyond. The forward-looking statements contained in this press release reflect several material factors and expectations and assumptions of Gran Tierra including, without limitation, that Gran Tierra will continue to conduct its operations in a manner consistent with its current expectations, the ability of Gran Tierra to successfully integrate the assets and operations of i3 Energy or realize the anticipated benefits and operating synergies expected from the acquisition of i3 Energy, the accuracy of testing and production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates), and the general continuance of current or, where applicable, assumed operational, regulatory and industry conditions in Canada, Colombia and Ecuador and areas of potential expansion, and the ability of Gran Tierra to execute its business and operational plans in the manner currently planned. Gran Tierra believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that these factors, expectations and assumptions will prove to be correct. 

    Among the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements in this press release are: certain of Gran Tierra’s operations are located in South America and unexpected problems can arise due to guerilla activity, strikes, local blockades or protests; technical difficulties and operational difficulties may arise which impact the production, transport or sale of Gran Tierra’s products; other disruptions to local operations; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas, including inflation and changes resulting from a global health crisis, geopolitical events, including the ongoing conflicts in Ukraine and the Gaza region, or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries and resulting company or third-party actions in response to such changes; changes in commodity prices, including volatility or a prolonged decline in these prices relative to historical or future expected levels; the risk that current global economic and credit conditions may impact oil and natural gas prices and oil and natural gas consumption more than Gran Tierra currently predicts, which could cause Gran Tierra to further modify its strategy and capital spending program; prices and markets for oil and natural gas are unpredictable and volatile; the effect of hedges; the accuracy of productive capacity of any particular field; geographic, political and weather conditions can impact the production, transport or sale of Gran Tierra’s products; the ability of Gran Tierra to execute its business plan, which may include acquisitions, and realize expected benefits from current or future initiatives; the risk that unexpected delays and difficulties in developing currently owned properties may occur; the ability to replace reserves and production and develop and manage reserves on an economically viable basis; the accuracy of testing and production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates); the risk profile of planned exploration activities; the effects of drilling down-dip; the effects of waterflood and multi-stage fracture stimulation operations; the extent and effect of delivery disruptions, equipment performance and costs; actions by third parties; the timely receipt of regulatory or other required approvals for Gran Tierra’s operating activities; the failure of exploratory drilling to result in commercial wells; unexpected delays due to the limited availability of drilling equipment and personnel; volatility or declines in the trading price of Gran Tierra’s common stock or bonds; the risk that Gran Tierra does not receive the anticipated benefits of government programs, including government tax refunds; Gran Tierra’s ability to comply with financial covenants in its credit agreement and indentures and make borrowings under its credit agreement; and the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the SEC, including, without limitation, under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 20, 2024 and its other filings with the SEC. These filings are available on the SEC’s website at http://www.sec.gov and on SEDAR at www.sedar.com. Guidance is uncertain, particularly when given over extended periods of time, and results may be materially different. Although the current capital spending program and long term strategy of Gran Tierra is based upon the current expectations of the management of Gran Tierra, should any one of a number of issues arise, Gran Tierra may find it necessary to alter its business strategy and/or capital spending program and there can be no assurance as at the date of this press release as to how those funds may be reallocated or strategy changed and how that would impact Gran Tierra’s results of operations and financing position. All forward-looking statements are made as of the date of this press release and the fact that this press release remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Gran Tierra’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.

    The estimates of future production, EBITDA, net cash provided by operating activities (described in this press release as “Cash Flow”), Free Cash Flow and operating netback may be considered to be future-oriented financial information or a financial outlook for the purposes of applicable Canadian securities laws. Financial outlook and future-oriented financial information contained in this press release about prospective financial performance, financial position or cash flows are provided to give the reader a better understanding of the potential future performance of the Company in certain areas and are based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available, and to become available in the future. In particular, this press release contains projected operational and financial information for 2025. These projections contain forward-looking statements and are based on a number of material assumptions and factors set out above. Actual results may differ significantly from the projections presented herein. The actual results of Gran Tierra’s operations for any period could vary from the amounts set forth in these projections, and such variations may be material. See above for a discussion of the risks that could cause actual results to vary. The future-oriented financial information and financial outlooks contained in this press release have been approved by management as of the date of this press release. Readers are cautioned that any such financial outlook and future-oriented financial information contained herein should not be used for purposes other than those for which it is disclosed herein. The Company and its management believe that the prospective financial information has been prepared on a reasonable basis, reflecting management’s best estimates and judgments, and represent, to the best of management’s knowledge and opinion, the Company’s expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results.

    Presentation of Oil and Gas Information

    This press release contains certain oil and gas metrics, including operating netback, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics are calculated as described in this press release and have been included herein to provide readers with additional measures to evaluate the Company’s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

    References to a formation where evidence of hydrocarbons has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated volume. Gran Tierra’s reported production is a mix of light crude oil and medium, heavy crude oil, tight oil, conventional natural gas, shale gas and natural gas liquids for which there is no precise breakdown since the Company’s sales volumes typically represent blends of more than one product type. Well test results should be considered as preliminary and not necessarily indicative of long-term performance or of ultimate recovery. Well log interpretations indicating oil and gas accumulations are not necessarily indicative of future production or ultimate recovery. If it is indicated that a pressure transient analysis or well-test interpretation has not been carried out, any data disclosed in that respect should be considered preliminary until such analysis has been completed. References to thickness of “oil pay” or of a formation where evidence of hydrocarbons has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated volume.

    Boe’s have been converted on the basis of six thousand cubic feet (“Mcf”) natural gas to 1 bbl of oil. Boe’s 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. In addition, given that the value ratio based on the current price of oil as compared with natural gas is significantly different from the energy equivalent of six to one, utilizing a boe conversion ratio of 6 Mcf: 1 bbl would be misleading as an indication of value.

    Non-GAAP Measures

    This press release includes forward-looking non-GAAP financial measures as further described herein. These non-GAAP measures do not have a standardized meaning under GAAP. Investors are cautioned that these measures should not be construed as an alternative to net income or loss or other measures of financial performance as determined in accordance with GAAP. Gran Tierra’s method of calculating these measures may differ from other companies and, accordingly, it may not be comparable to similar measures used by other companies. These non-GAAP financial measures are presented along with the corresponding GAAP measure so as to not imply that more emphasis should be placed on the non-GAAP measure.

    Gran Tierra is unable to provide forward-looking net income, net cash provided by operating activities, and oil and gas sales, the GAAP measures most directly comparable to the non-GAAP measures EBITDA, free cash flow and operating netback, respectively, due to the impracticality of quantifying certain components required by GAAP as a result of the inherent volatility in the value of certain financial instruments held by the Company and the inability to quantify the effectiveness of commodity price derivatives used to manage the variability in cash flows associated with the forecasted sale of its oil and natural gas production and changes in commodity prices.

    Operating netback as presented is defined as projected 2025 oil and gas sales less projected 2025 operating and transportation expenses. The most directly comparable GAAP measures are oil and gas sales and oil and gas sales price, respectively. Management believes that operating netback is useful supplemental measures for management and investors to analyze financial performance and provides an indication of the results generated by our principal business activities prior to the consideration of other income and expenses. Gran Tierra is unable to provide a quantitative reconciliation of either forward-looking operating netback to its most directly comparable forward-looking GAAP measure because management cannot reliably predict certain of the necessary components of such forward-looking GAAP measures.

    EBITDA as presented is defined as projected 2025 net income adjusted for DD&A expenses, interest expense and income tax expense or recovery. The most directly comparable GAAP measure is net income. Management uses this financial measure to analyze performance and income or loss generated by our principal business activities prior to the consideration of how non-cash items affect that income, and believes that this financial measure is also useful supplemental information for investors to analyze performance and our financial results. Gran Tierra is unable to provide a quantitative reconciliation of forward-looking EBITDA to its most directly comparable forward-looking GAAP measure because management cannot reliably predict certain of the necessary components of such forward-looking GAAP measure.

    Free cash flow as presented is defined as GAAP projected “net cash provided by operating activities” less projected 2025 capital spending. The most directly comparable GAAP measure is net cash provided by operating activities. Management believes that free cash flow is a useful supplemental measure for management and investors to in order to evaluate the financial sustainability of the Company’s business. Gran Tierra is unable to provide a quantitative reconciliation of forward-looking free cash flow to its most directly comparable forward-looking GAAP measure because management cannot reliably predict certain of the necessary components of such forward-looking GAAP measure.

    The MIL Network

  • MIL-OSI USA: Kennedy, Daines champion bill to stop small business tax hike, protect Tax Cuts and Jobs Act deductions

    US Senate News:

    Source: United States Senator John Kennedy (Louisiana)

    WASHINGTON – Sen. John Kennedy (R-La.), a member of the Senate Banking Committee, today joined Sen. Steve Daines (R-Mont.) in introducing the Main Street Tax Certainty Act to make permanent the Tax Cuts and Jobs Act 199A deductions for small businesses.

    “More than 230,000 small businesses in Louisiana will face tax hikes if the deductions we passed in the Tax Cuts and Jobs Act expire. The Main Street Tax Certainty Act will help make sure that the backbone of America’s economy continues to provide good-paying jobs to our communities,” said Kennedy. 

    “As the son of a contractor, I’ve seen firsthand the hard work it takes to keep a small business flourishing—especially as Americans are still grappling with the effects of Joe Biden’s inflation. It’s absolutely crucial that we pass this legislation to prevent a 20 percent tax increase for hardworking Montanans and I’ll keep fighting for ways to support Montana small businesses, which provide the majority of jobs in our state,” said Daines.

    In 2017, the Tax Cuts and Jobs Act became law. The law, under section 199A, provides a special tax deduction for millions of America’s small businesses. The 199A deductions are set to expire on Dec. 31, 2025 unless Congress acts.

    Most businesses in the U.S. are considered “pass-through,” which means their income flows through the business onto the owners or members. These profits are taxed as individual income rather than at the corporate rate. The Main Street Tax Certainty Act would permanently provide a 20% tax deduction for pass-through businesses, including sole-proprietorships, S-Corporations, partnerships and limited liability corporations.

    Sens. John Thune (R-S.D.), John Barrasso (R-Wyo.), Shelley Moore Capito (R-W.Va.), James Lankford (R-Okla.), Joni Ernst (R-Iowa), Tom Cotton (R-Ark.), Tim Scott (R-S.C.), Chuck Grassley (R-Iowa), Kevin Cramer (R-N.D.), Jerry Moran (R-Kan.), Marsha Blackburn (R-Tenn.), Mike Rounds (R-S.D.), Pete Ricketts (R-Neb.), Katie Britt (R-Ala.), Jim Risch (R-Idaho), Eric Schmitt (R-Mo.), Roger Wicker (R-Miss.), Cynthia Lummis (R-Wyo.), Cindy Hyde-Smith (R-Miss.), Tommy Tuberville (R-Ala.), Ted Cruz (R-Texas), John Hoeven (R-N.D.), Thom Tillis (R-N.C.), Roger Marshall (R-Kan.), Jim Justice (R-W.Va.), Tim Sheehy (R-Mont.), Deb Fischer (R-Neb.), Bill Cassidy (R-La.), Ted Budd (R-N.C.), Rick Scott (R-Fla.), Bill Hagerty (R-Tenn.), Todd Young (R-Ind.) and Jim Banks (R-Ind.) also cosponsored the legislation.

    The full text of the legislation is available here.

    MIL OSI USA News

  • MIL-OSI Security: India- And New Jersey-Based Jeweler Sentenced To 30 Months Incarceration For Multimillion Dollar International Trade Fraud Scheme And Unlicensed Money Transmitting

    Source: Office of United States Attorneys

    NEWARK, NJ. –  An India- and New Jersey-based man who operated jewelry companies in New York City’s Diamond District was sentenced to 30 months incarceration for spearheading a scheme to illegally evade customs duties for more than $13.5 million of jewelry imports into the United States and for illegally processing more than $10.3 million through an unlicensed money transmitting business, Acting U.S. Attorney Vikas Khanna announced.

    Monishkumar Kirankumar Doshi Shah, a/k/a “Monish Doshi Shah” (Shah), 40, of Mumbai, India and Jersey City, New Jersey, previously pleaded guilty before U.S. District Judge Esther Salas to a two-count Information charging him with conspiracy to commit wire fraud and operating and aiding and abetting the operation of an unlicensed money transmitting business. Judge Salas imposed the sentence in Newark federal court and remanded Shah to begin serving his sentence.

    According to documents filed in this case and statements made in court:

    From in or around December 2019 through in or around April 2022, Shah engaged in a scheme to evade duties for shipments of jewelry from Turkey and India to the United States. Shah would ship and/or instruct his co-conspirators to ship goods from Turkey or India—which would have been subject to an approximately 5.5% duty if shipped directly to the United States—to one of Shah’s companies in South Korea. Shah’s co-conspirators in South Korea would change the labels on the jewelry to state that they were from South Korea instead of Turkey or India, and then ship them to Shah or his customers in the United States, thereby unlawfully evading the duty. Shah would also make and instruct his customers to make fake invoices and packing lists to make it look like Shah’s South Korean companies were actually ordering jewelry from Turkey or India. Shah also instructed a third-party shipping company to provide false information to U.S. Customs and Border Protection (CBP) concerning the origin of the jewelry. During the scheme, Shah shipped approximately $13.5 million of jewelry from South Korea to the United States without paying the appropriate duty.

    In addition, from in or around July 2020 through in or around November 2021, Shah owned and/or operated numerous jewelry companies in New York City’s Diamond District, including MKore LLC, MKore USA Inc, and Vruman Corp. Shah used these entities to conduct more than $10.3 million in illegal financial transactions for customers—including converting cash to checks or wire transfers. Shah would also collect cash from customers and use other individuals’ jewelry companies to convert the cash into wires or checks. At times, Shah and other members of the money transmitting business moved hundreds of thousands of dollars in a single day. In exchange for their services, certain members of the money transmitting business charged a fee. None of Shah’s or his associates’ companies were registered as money transmitting businesses with New York, New Jersey, or the Financial Crimes Enforcement Network (FinCEN).

    In addition to the prison term, Judge Salas ordered restitution in the amount of $742,500 for the wire fraud scheme and forfeiture in the amount of $11,126,982.33 for the wire fraud and unlicensed money transmitting schemes.  In addition, the Court imposed a two-year term of supervised release.

    Acting U.S. Attorney Khanna credited special agents and task force officers of the Internal Revenue Service – Criminal Investigation, under the direction of Special Agent in Charge Jenifer Piovesan in Newark; special agents with Homeland Security Investigations New York, under the direction of Special Agent in Charge William S. Walker; special agents with Homeland Security Investigations Newark, under the direction of Special Agent in Charge Spiros Karabinas; and special agents with U.S. Customs and Border Protection at the Port of New York/Newark, under the direction of Acting Port Director Jeffrey R. Greene, with the investigation leading to today’s sentence. He also thanked U.S. Customs and Border Protection in New York; Homeland Security Investigations in Seoul, South Korea; the Korea Customs Service in South Korea; the Seoul Customs Special Investigation Office in South Korea; the U.S. Drug Enforcement Administration in Paterson; the Parsippany-Troy Hills Police Department; the Morristown Police Department; the Federal Deposit Insurance Corporation – Office of Inspector General; and the Justice Department’s Money Laundering and Asset Recovery Section (MLARS) for their assistance in the investigation.

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

    The government is represented by Assistant U.S. Attorneys Olta Bejleri of the Economic Crimes Unit and Marko Pesce, Deputy Chief of the Bank Integrity, Money Laundering, and Recovery Unit in Newark.

                                                     ###

    Defense Attorney: Rahul Agarwal, Esq.

    MIL Security OSI

  • MIL-OSI: Gran Tierra Energy Inc. Reports Robust Reserves Replacement and Record High Reserves

    Source: GlobeNewswire (MIL-OSI)

    • Sixth Consecutive Year of 1P Total Reserves Growth Resulting in Highest Total Reserves in Company History
    • Delivered 702% 1P and 1,249% 2P Reserves Replacement Including Recent Acquisition
    • Total Liquids 1P and 2P Reserves Increased to 128 and 217 Million Barrels of Oil Equivalent with 1P and 2P Reserve Life Index increasing to 10 and 17 Years, Respectively
    • Added Total Reserves of 89 MMBOE 1P, 159 MMBOE 2P and 191 MMBOE 3P
    • Net Present Value Before Tax Discounted at 10% of $2.0 Billion (1P), $3.2 Billion (2P), and $4.5 Billion (3P)
    • Net Asset Value per Share of $35.24 Before Tax and $19.53 After Tax (1P), and $71.16 Before Tax and $41.05 After Tax (2P)
    • Strong Finding, Development & Acquisition Costs of $4.49 (1P), $2.52 (2P) and $2.10 (3P), Excluding Changes in Future Development Costs

    CALGARY, Alberta, Jan. 23, 2025 (GLOBE NEWSWIRE) — Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE), an independent international energy company focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador, today announced the Company’s 2024 year-end reserves as evaluated by the Company’s independent qualified reserves evaluator McDaniel & Associates Consultants Ltd. (“McDaniel”) in a report with an effective date of December 31, 2024 (the “GTE McDaniel Reserves Report”).

    All dollar amounts are in United States (“U.S.”) dollars and all reserves and production volumes are on a working interest before royalties (“WI”) basis (net). Reserves are expressed in barrels (“bbl”), bbl of oil equivalent (“boe”) or million boe (“MMBOE”), while production is expressed in boe per day (“BOEPD”), unless otherwise indicated. The following reserves categories are discussed in this press release: Proved Developed Producing (“PDP”), Proved (“1P”), 1P plus Probable (“2P”) and 2P plus Possible (“3P”).

    Gary Guidry, President and Chief Executive Officer of Gran Tierra, commented: “2024 was another strong year underpinned by multiple exploration discoveries in Ecuador, continued success in managing our Colombian assets, and our new country entry into Canada. The organic and inorganic portfolio growth creates a future runway of highly economic development opportunities in proven plays with access to infrastructure. Gran Tierra’s entry into Canada fits our corporate strategy of focusing on proven hydrocarbon basins which have access to established infrastructure and competitive fiscal regimes. Furthermore, with the addition of Canada, Gran Tierra is well positioned for long-term commodity cycles with approximately 20% of its production, 23% 1P reserves and 26% 2P reserves now attributed to conventional natural gas and shale gas.

    We continue to generate shareholder value through focusing on portfolio longevity and executing on our mandate of growing cash flow and reserves, while maintaining low decline rates through production, development and enhanced oil recovery techniques. Gran Tierra has assembled a diversified, high-quality asset base across multiple attractive jurisdictions and combined with our management team’s strong track record of accretive acquisitions and value creation, we look forward to a successful 2025.

    The success of 2024 is reflected in yet another year of over 100% reserve replacement on a Proved basis. Gran Tierra achieved strong 702% (1P), 1,249% (2P) and 1,500% (3P) reserves replacement through exploration success in Colombia and Ecuador and our entry into Canada. This success resulted in record highs for the Company’s year-end 1P, 2P and 3P oil and gas reserves.”

    *See the below tables for the definitions of net asset values per share.

    Highlights

    2024 Year-End Reserves and Values

    Before Tax (as of December 31, 2024) Units 1P 2P 3P
    Reserves MMBOE 167   293   385  
    Net Present Value at 10% Discount (“NPV10”) $ million 1,950   3,242   4,517  
    Net Debt1 $ million (682 ) (682 ) (682 )
    Net Asset Value (NPV10 less Net Debt) (“NAV”) $ million 1,268   2,560   3,835  
    Outstanding Shares million 35.97   35.97   35.97  
    NAV per Share $/share 35.24   71.16   106.62  
    After Tax (as of December 31, 2024) Units 1P 2P 3P
    Reserves MMBOE 167   293   385  
    NPV10 $ million 1,385   2,159   2,930  
    Net Debt1 $ million (682 ) (682 ) (682 )
    NAV $ million 703   1,477   2,248  
    Outstanding Shares million 35.97   35.97   35.97  
    NAV per Share $/share 19.53   41.05   62.48  

    1Based on estimated unaudited 2024 year-end Net Debt of $682 million comprised of Senior Notes of $787 million (gross) less cash and cash equivalents of $104 million, prepared in accordance with GAAP.

    • As of December 31, 2024, Gran Tierra achieved:
      • Before Tax NAV of $1.3 billion (1P), $2.6 billion (2P), and $3.8 billion (3P)
      • After Tax NAV of $0.7 billion (1P), $1.5 billion (2P), and $2.2 billion (3P)
      • Strong reserves replacement ratios* of:
        • 702% 1P, with 1P reserves additions of 89 MMBOE
        • 1,249% 2P, with 2P reserves additions of 159 MMBOE
        • 1,500% 3P, with 3P reserves additions of 191 MMBOE
      • Finding, development and acquisition costs (“FD&A”), including change in future development costs (“FDC”), on a per boe basis of $9.74 (1P), $8.11 (2P) and $6.92 (3P).
      • FD&A costs excluding change in FDC, on a per boe basis of $4.49 (1P), $2.52 (2P) and $2.10 (3P).
    • Canada now represents 46% of 1P and 51% of 2P reserves compared to Gran Tierra’s total reserves.
    • FDC are forecast by McDaniel to be $1,029 million for 1P reserves and $1,809 million for 2P reserves. Gran Tierra’s 2025 base case mid-point guidance for cash flow** of $280 million is equivalent to 27% of such 1P FDC and 15% of 2P FDC, which highlights the Company’s potential ability to fund future development capital. Increases in FDC relative to 2023 year-end reflect that the GTE McDaniel Reserves Report now assigns Gran Tierra 227 Proved Undeveloped future drilling locations (up from 95 at 2023 year-end) and 441 Proved plus Probable Undeveloped future drilling locations (up from 147 at 2023 year-end).

    *The reserve replacement ratios were calculated based on an annualized production figure based on November and December for Canada plus Colombia and Ecuador actual production, in each case, for the fourth quarter of 2024. The total production rate was 46,619 BOEPD.
    ** “Cash flow” refers to GAAP line item “net cash provided by operating activities”. Gran Tierra’s 2025 base case guidance is based on a forecast 2025 average Brent oil price of $75/bbl. See Gran Tierra’s press release dated January 23, 2025 for additional information regarding cash flow guidance referred to herein. This forecast price used in Gran Tierra’s forecast is lower than the 2025 McDaniel Brent price forecast.

    GTE McDaniel Reserves Report

    All reserves values, future net revenue and ancillary information contained in this press release have been prepared by McDaniel and calculated in compliance with Canadian National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”) and the Canadian Oil and Gas Evaluation Handbook (“COGEH”) and derived from the GTE McDaniel Reserves Report, unless otherwise expressly stated.

    Future Net Revenue

    Future net revenue reflects McDaniel’s forecast of revenue estimated using forecast prices and costs, arising from the anticipated development and production of reserves, after the deduction of royalties, operating costs, development costs and abandonment and reclamation costs but before consideration of indirect costs such as administrative, overhead and other miscellaneous expenses. The estimate of future net revenue below does not necessarily represent fair market value.

    Consolidated Properties at December 31, 2024
    Proved (1P) Total Future Net Revenue ($ million)
    Forecast Prices and Costs
      Sales Revenue Total Royalties Operating Costs Future Development Capital Abandonment and Reclamation Costs Future Net Revenue Before Future Taxes Future Taxes Future Net Revenue After Future Taxes*
    2025-2029
    (5 Years)
    5,139 (981 ) (1,385 ) (1,025 ) (27 ) 1,721 (491 ) 1,230
    Remainder 3,617 (578 ) (1,549 ) (4 ) (377 ) 1,109 (370 ) 739
    Total (Undiscounted) 8,756 (1,559 ) (2,934 ) (1,029 ) (404 ) 2,830 (861 ) 1,969
    Total (Discounted @ 10%)           1,950 (565 ) 1,385
    Consolidated Properties at December 31, 2024
    Proved Plus Probable (2P) Total Future Net Revenue ($ million)
    Forecast Prices and Costs
    Years Sales Revenue Total Royalties Operating Costs Future Development Capital Abandonment and Reclamation Costs Future Net Revenue Before Future Taxes Future Taxes Future Net Revenue After Future Taxes*
    2025-2029
    (5 Years)
    6,620 (1,297 ) (1,583 ) (1,438 ) (25 ) 2,277 (791 ) 1,486
    Remainder 8,685 (1,529 ) (2,967 ) (371 ) (420 ) 3,398 (1,082 ) 2,316
    Total (Undiscounted) 15,305 (2,826 ) (4,550 ) (1,809 ) (445 ) 5,675 (1,873 ) 3,802
    Total (Discounted @ 10%)           3,242 (1,083 ) 2,159
    Consolidated Properties at December 31, 2024
    Proved Plus Probable Plus Possible (3P) Total Future Net Revenue ($ million)
    Forecast Prices and Costs
    Years Sales Revenue Total Royalties Operating Costs Future Development Capital Abandonment and Reclamation Costs Future Net Revenue Before Future Taxes Future Taxes Future Net Revenue After Future Taxes*
    2025-2029
    (5 Years)
    7,490 (1,467 ) (1,672 ) (1,563 ) (25 ) 2,763 (1,015 ) 1,748
    Remainder 13,422 (2,598 ) (4,106 ) (519 ) (439 ) 5,760 (1,907 ) 3,853
    Total (Undiscounted) 20,912 (4,065 ) (5,778 ) (2,082 ) (464 ) 8,523 (2,922 ) 5,601
    Total (Discounted @ 10%)           4,517 (1,587 ) 2,930

    *The after-tax future net revenue of the Company’s oil and gas properties reflects the tax burden on the properties on a stand-alone basis. It does not consider the corporate tax situation, or tax planning. It does not provide an estimate of the value at the Company level which may be significantly different. The Company’s financial statements, when available for the year ended December 31, 2024, should be consulted for information at the Company level.

    Total Company WI Reserves

    The following table summarizes Gran Tierra’s NI 51-101 and COGEH compliant reserves in aggregate for Colombia, Ecuador and Canada derived from the GTE McDaniel Reserves Report calculated using forecast oil and gas prices and costs.

      Light and Medium Crude Oil Heavy Crude Oil Tight Oil Conventional Natural Gas Shale Gas Natural Gas Liquids 2024 Year-End
    Reserves Category Mbbl* Mbbl* Mbbl* MMcf** MMcf** Mbbl* Mboe***
    Proved Developed Producing 25,539 20,631 329 123,192 2,302 14,464 81,877
    Proved Developed Non-Producing 1,864 1,256 18 5,769 47 746 4,852
    Proved Undeveloped 26,529 22,491 3,040 81,541 16,785 11,476 79,923
    Total Proved 53,932 44,378 3,387 210,502 19,134 26,686 166,652
    Total Probable 30,480 27,532 6,092 196,621 32,869 24,036 126,388
    Total Proved plus Probable 84,412 71,910 9,479 407,123 52,003 50,722 293,040
    Total Possible 27,606 29,916 2,848 99,333 14,506 12,317 91,659
    Total Proved plus Probable plus Possible 112,018 101,826 12,327 506,456 66,509 63,039 384,699

    *Mbbl (thousand bbl of oil).
    **MMcf (million cubic feet).
    ***Mboe (thousand boe).

    Net Present Value Summary

    Gran Tierra’s reserves were evaluated using the average of three independent qualified reserves evaluators’ commodity price forecasts at January 1, 2025 (McDaniel, Sproule and GLJ). See “Forecast Prices” for more information. It should not be assumed that the net present value of cash flow estimated by McDaniel represents the fair market value of Gran Tierra’s reserves.

    Total Company Discount Rate
    ($ millions) 0% 5% 10% 15% 20%
    Before Tax          
    Proved Developed Producing 1,288,263 1,269,021 1,143,703 1,032,260 941,153
    Proved Developed Non-Producing 119,025 98,908 84,070 72,745 63,864
    Proved Undeveloped 1,422,638 1,002,220 722,242 527,670 387,664
    Total Proved 2,829,926 2,370,149 1,950,015 1,632,675 1,392,681
    Total Probable 2,842,656 1,852,742 1,292,189 945,677 717,447
    Total Proved plus Probable 5,672,582 4,222,891 3,242,204 2,578,352 2,110,128
    Total Possible 2,848,360 1,835,802 1,274,763 931,210 706,630
    Total Proved plus Probable plus Possible 8,520,942 6,058,693 4,516,967 3,509,562 2,816,758
    After Tax          
    Proved Developed Producing 984,109 1,012,837 921,809 835,838 764,272
    Proved Developed Non-Producing 82,049 67,860 57,418 49,460 43,223
    Proved Undeveloped 902,725 603,616 405,947 269,984 173,307
    Total Proved 1,968,883 1,684,313 1,385,174 1,155,282 980,802
    Total Probable 1,831,204 1,148,223 773,804 548,846 404,333
    Total Proved plus Probable 3,800,087 2,832,536 2,158,978 1,704,128 1,385,135
    Total Possible 1,799,304 1,130,855 770,970 554,619 415,175
    Total Proved plus Probable plus Possible 5,599,391 3,963,391 2,929,948 2,258,747 1,800,310

    Reserve Life Index (Years)

      December 31, 2024*    
    Total Proved 10    
    Total Proved plus Probable 17    
    Total Proved plus Probable plus Possible 23    

    * Calculated using an annualized WI production figure based on November and December 2024 for Canada plus Colombia and Ecuador actual average WI production, in each case, for the fourth quarter of 2024. The total production rate was 46,619 BOEPD.

    Future Development Costs

    FDC reflects McDaniel’s best estimate of what it will cost to bring the Proved Undeveloped and Probable Undeveloped reserves on production. Changes in forecast FDC occur annually as a result of development activities, acquisition and disposition activities, and changes in capital cost estimates based on improvements in well design and performance, as well as changes in service costs. FDC for 2P reserves increased to $1,809 million at year-end 2024 from $923 million at year-end 2023. The increase in FDC in 2024 was predominantly attributed to the acquisition of i3 Energy plc in 2024.

    ($ millions) Total Proved Total Proved Plus Probable Total Proved Plus Probable Plus Possible
    2025 141 147 153
    2026 343 379 387
    2027 291 380 388
    2028 135 311 358
    2029 115 221 277
    Remainder 4 371 519
    Total (undiscounted) 1,029 1,809 2,082
    ($ millions) Proved Proved plus Probable Proved plus Probable plus Possible
    Acordionero 175 175 175
    Chaza Block (Costayaco & Moqueta) 138 163 163
    Suroriente 130 213 292
    Ecuador 212 331 428
    Canada – Central 179 378 378
    Canada – Simonette 106 238 238
    Other 89 311 408
    Total FDC Costs (undiscounted) 1,029 1,809 2,082

    Finding, Development and Acquisition Costs

    Reserves (Mboe)   Year Ended December 31, 2024
    Proved Developed Producing 81,877
    Total Proved   166,653
    Total Proved plus Probable   293,041
    Total Proved plus Probable plus Possible   384,700
    Capital Expenditures ($000s)  
    – including acquired properties 400,532

    Finding, Development and Acquisition Costs, Excluding FDC*

    Year Ended December 31, 2024
    Proved Developed Producing    
    Reserve Additions (Mboe)   50,933
    FD&A Costs ($/boe)   7.87

    Finding, Development and Acquisition Costs, Including FDC*

    Year Ended December 31, 2024
    Proved Developed Producing    
    Change in FDC ($000s)   18,319
    Reserve Additions (Mboe)   50,933
    FD&A Costs ($/boe)   8.23

    Finding, Development and Acquisition Costs, Excluding FDC*

    Year Ended December 31, 2024
    Total Proved    
    Reserve Additions (Mboe)   89,210
    FD&A Costs ($/boe)   4.49

    Finding, Development and Acquisition Costs, Including FDC*

    Year Ended December 31, 2024
    Total Proved    
    Change in FDC ($000s)   468,518
    Reserve Additions (Mboe)   89,210
    FD&A Costs ($/boe)   9.74

    Finding, Development and Acquisition Costs, Excluding FDC*

    Year Ended December 31, 2024
    Total Proved plus Probable    
    Reserve Additions (Mboe)   158,662
    FD&A Costs ($/boe)   2.52

    Finding, Development and Acquisition Costs, Including FDC*

    Year Ended December 31, 2024
    Total Proved plus Probable    
    Change in FDC ($000s)   886,720
    Reserve Additions (Mboe)   158,662
    FD&A Costs ($/boe)   8.11

    Finding, Development and Acquisition Costs, Excluding FDC*

    Year Ended December 31, 2024
    Total Proved plus Probable plus Possible  
    Reserve Additions (Mboe)   190,562
    FD&A Costs ($/boe)   2.10

    Finding, Development and Acquisition Costs, Including FDC*

    Year Ended December 31, 2024
    Total Proved plus Probable plus Possible  
    Change in FDC ($000s)   917,617
    Reserve Additions (Mboe)   190,562
    FD&A Costs ($/boe)   6.92

    *In all cases, the FD&A number is calculated by dividing the identified capital expenditures by the applicable reserves additions both before and after changes in FDC costs. Both FD&A costs take into account reserves revisions during the year on a per boe basis. The aggregate of the exploration and development costs incurred in the financial year and the changes during that year in estimated future development costs may not reflect the total FD&A costs related to reserves additions for that year.

    Forecast Prices

    The pricing assumptions used in estimating NI 51-101 and COGEH compliant reserves data disclosed above with respect to net present values of future net revenue are set forth below. The price forecasts are based on an average of three independent qualified reserves evaluators’ commodity price forecasts at January 1, 2025 (McDaniel, Sproule and GLJ). All three of these companies are independent qualified reserves evaluators and auditors pursuant to NI 51-101.

      Brent Crude Oil WTI Crude Oil Alberta AECO Gas Foreign Exchange Rate
    Year $US/bbl $US/bbl $CAD/MMBtu $US/$CAD
      January 1, 2025 January 1, 2025 January 1, 2025 January 1, 2025
    2025 $75.58 $71.58 $2.36 0.712
    2026 $78.51 $74.48 $3.33 0.728
    2027 $79.89 $75.81 $3.48 0.743
    2028 $81.82 $77.66 $3.69 0.743
    2029 $83.46 $79.22 $3.76 0.743

    Contact Information

    For investor and media inquiries please contact:

    Gary Guidry, Chief Executive Officer
    Ryan Ellson, Executive Vice President & Chief Financial Officer
    +1-403-265-3221
    info@grantierra.com

    About Gran Tierra Energy Inc.

    Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador and will continue to pursue additional new growth opportunities that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Additional information concerning Gran Tierra is available at www.grantierra.com. Except to the extent expressly stated otherwise, information on the Company’s website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to info@grantierra.com or (403) 265-3221.

    Gran Tierra’s filings with the U.S. Securities and Exchange Commission (the “SEC”) are available on the SEC website at http://www.sec.gov. Gran Tierra’s Canadian securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

    FORWARD LOOKING STATEMENTS ADVISORY

    This press release contains opinions, forecasts, projections, and other statements about future events or results that constitute forward-looking statements within the meaning of the United States 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, and financial outlook and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”), which can be identified by such terms as “expect,” “plan,” “can,” “will,” “should,” “guidance,” “estimate,” “forecast,” “signal,” “progress” and “believes,” derivations thereof and similar terms identify forward-looking statements. Such forward-looking statements include, but are not limited to, the Company’s expectations regarding its anticipated benefits of its recent acquisition of i3 Energy plc (“i3 Energy”), estimated quantities and net present values of reserves, capital program, and ability to fund the Company’s exploration program over a period of time, statements about the Company’s financial and performance targets and other forecasts or expectations regarding, or dependent on, the Company’s business outlook for 2025 and beyond, capital spending plans and any benefits of the changes in our capital program or expenditures, well performance, production, the restart of production and workover activity, future development costs, infrastructure schedules, waterflood impacts and plans, growth of referenced reserves, forecast prices, five-year expected oil sales and cash flow and net revenue, estimated recovery factors, liquidity and access to capital, the Company’s strategies and results thereof, the Company’s expectations regarding organic and inorganic growth opportunities, the Company’s operations including planned operations and developments, disruptions to operations and the decline in industry conditions, and expectations regarding environmental commitments.

    The forward-looking statements contained in this press release reflect several material factors and expectations and assumptions of Gran Tierra including, without limitation, that Gran Tierra will continue to conduct its operations in a manner consistent with its current expectations, the ability of Gran Tierra to successfully integrate the assets and operations of i3 Energy or realize the anticipated benefits and operating synergies expected from the acquisition of i3 Energy, the accuracy of testing and production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates), rig availability, the effects of drilling down-dip, the effects of waterflood and multi-stage fracture stimulation operations, the extent and effect of delivery disruptions, and the general continuance of current or, where applicable, assumed operational, regulatory and industry conditions in Canada, Colombia and Ecuador and areas of potential expansion, and the ability of Gran Tierra to execute its business and operational plans in the manner currently planned. Gran Tierra believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that these factors, expectations and assumptions will prove to be correct.

    Among the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements in this press release are: certain of Gran Tierra’s operations are located in South America and unexpected problems can arise due to guerilla activity, strikes, local blockades or protests; technical difficulties and operational difficulties may arise which impact the production, transport or sale of Gran Tierra’s products; other disruptions to local operations; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and natural gas, including inflation and changes resulting from a global health crisis, geopolitical events, including the ongoing conflicts in Ukraine and the Gaza region, or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries and resulting company or third-party actions in response to such changes; changes in commodity prices, including volatility or a prolonged decline in these prices relative to historical or future expected levels; the risk that current global economic and credit conditions may impact oil and natural prices and oil and natural gas consumption more than Gran Tierra currently predicts, which could cause Gran Tierra to further modify its strategy and capital spending program; prices and markets for oil and natural gas are unpredictable and volatile; the effect of hedges, the accuracy of productive capacity of any particular field; geographic, political and weather conditions can impact the production, transport or sale of Gran Tierra’s products; the ability of Gran Tierra to execute its business plan, which may include acquisitions, and realize expected benefits from current or future initiatives; the risk that unexpected delays and difficulties in developing currently owned properties may occur; the ability to replace reserves and production and develop and manage reserves on an economically viable basis; the accuracy of testing and production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates); the risk profile of planned exploration activities; the effects of drilling down-dip; the effects of waterflood and multi-stage fracture stimulation operations; the extent and effect of delivery disruptions, equipment performance and costs; actions by third parties; the timely receipt of regulatory or other required approvals for Gran Tierra’s operating activities; the failure of exploratory drilling to result in commercial wells; unexpected delays due to the limited availability of drilling equipment and personnel; volatility or declines in the trading price of Gran Tierra’s common stock or bonds; the risk that Gran Tierra does not receive the anticipated benefits of government programs, including government tax refunds; Gran Tierra’s ability to comply with financial covenants in its credit agreement and indentures and make borrowings under its credit agreement; and the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the SEC, including, without limitation, under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 20, 2024 and its other filings with the SEC. These filings are available on the SEC’s website at http://www.sec.gov and on SEDAR at www.sedar.com.

    Statements relating to “reserves” are also deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, including that the reserves described can be profitably produced in the future.

    Guidance is uncertain, particularly when given over extended periods of time, and results may be materially different. Although the current capital spending program and long term strategy of Gran Tierra is based upon the current expectations of the management of Gran Tierra, should any one of a number of issues arise, Gran Tierra may find it necessary to alter its business strategy and/or capital spending program and there can be no assurance as at the date of this press release as to how those funds may be reallocated or strategy changed and how that would impact Gran Tierra’s results of operations and financing position. All forward-looking statements are made as of the date of this press release and the fact that this press release remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Gran Tierra’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.

    The estimates of future net revenue, cash flow and certain expenses may be considered to be future-oriented financial information or a financial outlook for the purposes of applicable Canadian securities laws. Financial outlook and future-oriented financial information contained in this press release about prospective financial performance, financial position or cash flows are provided to give the reader a better understanding of the potential future performance of the Company in certain areas and are based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available, and to become available in the future. In particular, this press release contains projected operational and financial information for 2025 2025 and for the next five years to allow readers to assess the Company’s ability to fund its programs. These projections contain forward-looking statements and are based on a number of material assumptions and factors set out above. Actual results may differ significantly from the projections presented herein. The actual results of Gran Tierra’s operations for any period could vary from the amounts set forth in these projections, and such variations may be material. See above for a discussion of the risks that could cause actual results to vary. The future-oriented financial information and financial outlooks contained in this press release have been approved by management as of the date of this press release. Readers are cautioned that any such financial outlook and future-oriented financial information contained herein should not be used for purposes other than those for which it is disclosed herein. The Company and its management believe that the prospective financial information has been prepared on a reasonable basis, reflecting management’s best estimates and judgments, and represent, to the best of management’s knowledge and opinion, the Company’s expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results. See Gran Tierra’s press release dated January 23, 2025 for additional information regarding cash flow guidance referred to herein.

    Non-GAAP Measures

    This press release includes non-GAAP measures which do not have a standardized meaning under GAAP. Investors are cautioned that these measures should not be construed as alternatives to oil and natural gas sales, net income or loss or other measures of financial performance as determined in accordance with GAAP. Gran Tierra’s method of calculating these measures may differ from other companies and, accordingly, they may not be comparable to similar measures used by other companies.

    Net Debt as presented as at December 31, 2024 is comprised of $787 million (gross) of senior notes outstanding less cash and cash equivalents of $104 million, prepared in accordance with GAAP. Management believes that Net Debt is a useful supplemental measure for management and investors to in order to evaluate the financial sustainability of the Company’s business and leverage. The most directly comparable GAAP measure is total debt.

    Unaudited Financial Information

    Certain financial and operating results included in this press release, including debt, cash equivalents, capital expenditures, and production information, are based on unaudited estimated results. These estimated results are subject to change upon completion of the Company’s audited financial statements for the year ended December 31, 2024, and changes could be material. Gran Tierra anticipates filing its audited financial statements and related management’s discussion and analysis for the year ended December 31, 2024 on or before February 26, 2025.

    DISCLOSURE OF OIL AND GAS INFORMATION

    Boe’s have been converted on the basis of six thousand cubic feet (“Mcf”) natural gas to 1 bbl of oil. Boe’s 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. In addition, given that the value ratio based on the current price of oil as compared with natural gas is significantly different from the energy equivalent of six to one, utilizing a boe conversion ratio of 6 Mcf: 1 bbl would be misleading as an indication of value.

    All reserves values, future net revenue and ancillary information contained in this press release have been prepared by McDaniel and are derived from the GTE McDaniel Reserves Report, unless otherwise expressly stated. Any reserves values or related information contained in this press release as of a date other than December 31, 2024 has an effective date of December 31 of the applicable year and is derived from a report prepared by Gran Tierra’s independent qualified reserves evaluator as of such date, and additional information regarding such estimate or information can be found in Gran Tierra’s applicable Statement of Reserves Data and Other Oil and Gas Information on Form 51-101F1 filed on SEDAR at www.sedar.com.

    Estimates of net present value and future net revenue contained herein do not necessarily represent fair market value. Estimates of reserves and future net revenue for individual properties may not reflect the same level of confidence as estimates of reserves and future net revenue for all properties, due to the effect of aggregation. There is no assurance that the forecast price and cost assumptions applied by McDaniel in evaluating Gran Tierra’s reserves and future net revenue will be attained and variances could be material.

    All evaluations of future net revenue contained in the GTE McDaniel Reserves Report are after the deduction of royalties, operating costs, development costs, production costs and abandonment and reclamation costs but before consideration of indirect costs such as administrative, overhead and other miscellaneous expenses. It should not be assumed that the estimates of future net revenues presented in this press release represent the fair market value of the reserves. There are numerous uncertainties inherent in estimating quantities of crude oil reserves and the future cash flows attributed to such reserves. The reserve and associated cash flow information set forth in the GTE McDaniel Reserves Report are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual reserves may be greater than or less than the estimates provided therein.

    References to a formation where evidence of hydrocarbons has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated volume. Gran Tierra’s reported production is a mix of light crude oil and medium, heavy crude oil, tight oil, conventional natural gas, shale gas and natural gas liquids for which there is no precise breakdown since the Company’s sales volumes typically represent blends of more than one product type. Drilling locations disclosed herein are derived from the GTE McDaniel Reserves Report and account for drilling locations that have associated Proved Undeveloped and Proved plus Probable Undeveloped reserves, as applicable. Well test results should be considered as preliminary and not necessarily indicative of long-term performance or of ultimate recovery. Well log interpretations indicating oil and gas accumulations are not necessarily indicative of future production or ultimate recovery. If it is indicated that a pressure transient analysis or well-test interpretation has not been carried out, any data disclosed in that respect should be considered preliminary until such analysis has been completed. References to thickness of “oil pay” or of a formation where evidence of hydrocarbons has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated volume.

    Definitions

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

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

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

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

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

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

    Certain terms used in this press release 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 COGEH and, unless the context otherwise requires, shall have the same meanings herein as in NI 51-101, CSA Staff Notice 51-324 and the COGEH, as the case may be.

    Oil and Gas Metrics

    This press release contains a number of oil and gas metrics, including NAV per share, FD&A costs, reserve life index and reserves replacement, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics have been included herein to provide readers with additional measures to evaluate the Company’s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

    • NAV per share is calculated as NPV10 (before or after tax, as applicable) of the applicable reserves category minus estimated Net Debt, divided by the number of shares of Gran Tierra’s common stock issued and outstanding. Management uses NAV per share as a measure of the relative change of Gran Tierra’s net asset value over its outstanding common stock over a period of time.
    • FD&A costs are calculated as estimated exploration and development capital expenditures, including acquisitions and dispositions, divided by the applicable reserves additions both before and after changes in FDC costs. The calculation of FD&A costs incorporates the change in FDC required to bring proved undeveloped and developed reserves into production. The aggregate of the exploration and development costs incurred in the financial year and the changes during that year in estimated FDC may not reflect the total FD&A costs related to reserves additions for that year. Management uses FD&A costs per boe as a measure of its ability to execute its capital program and of its asset quality.
    • Reserve life index is calculated as reserves in the referenced category divided by the referenced estimated production. Management uses this measure to determine how long the booked reserves will last at current production rates if no further reserves were added.
    • Reserves replacement is calculated as reserves in the referenced category divided by estimated referenced production. Management uses this measure to determine the relative change of its reserve base over a period of time.

    Disclosure of Reserve Information and Cautionary Note to U.S. Investors

    Unless expressly stated otherwise, all estimates of proved, probable and possible reserves and related future net revenue disclosed in this press release have been prepared in accordance with NI 51-101. Estimates of reserves and future net revenue made in accordance with NI 51-101 will differ from corresponding estimates prepared in accordance with applicable SEC rules and disclosure requirements of the U.S. Financial Accounting Standards Board (“FASB”), and those differences may be material. NI 51-101, for example, requires disclosure of reserves and related future net revenue estimates based on forecast prices and costs, whereas SEC and FASB standards require that reserves and related future net revenue be estimated using average prices for the previous 12 months. In addition, NI 51-101 permits the presentation of reserves estimates on a “company gross” basis, representing Gran Tierra’s working interest share before deduction of royalties, whereas SEC and FASB standards require the presentation of net reserve estimates after the deduction of royalties and similar payments. There are also differences in the technical reserves estimation standards applicable under NI 51-101 and, pursuant thereto, the COGEH, and those applicable under SEC and FASB requirements.

    In addition to being a reporting issuer in certain Canadian jurisdictions, Gran Tierra is a registrant with the SEC and subject to domestic issuer reporting requirements under U.S. federal securities law, including with respect to the disclosure of reserves and other oil and gas information in accordance with U.S. federal securities law and applicable SEC rules and regulations (collectively, “SEC requirements”). Disclosure of such information in accordance with SEC requirements is included in the Company’s Annual Report on Form 10-K and in other reports and materials filed with or furnished to the SEC and, as applicable, Canadian securities regulatory authorities. The SEC permits oil and gas companies that are subject to domestic issuer reporting requirements under U.S. federal securities law, in their filings with the SEC, to disclose only estimated proved, probable and possible reserves that meet the SEC’s definitions of such terms. Gran Tierra has disclosed estimated proved, probable and possible reserves in its filings with the SEC. In addition, Gran Tierra prepares its financial statements in accordance with United States generally accepted accounting principles, which require that the notes to its annual financial statements include supplementary disclosure in respect of the Company’s oil and gas activities, including estimates of its proved oil and gas reserves and a standardized measure of discounted future net cash flows relating to proved oil and gas reserve quantities. This supplementary financial statement disclosure is presented in accordance with FASB requirements, which align with corresponding SEC requirements concerning reserves estimation and reporting.

    Proved reserves are reserves which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expires, unless evidence indicates that renewal is reasonably certain. Probable reserves are reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered. Estimates of probable reserves which may potentially be recoverable through additional drilling or recovery techniques are by nature more uncertain than estimates of proved reserves and accordingly are subject to substantially greater risk of not actually being realized by us. Possible reserves are reserves that are less certain to be recovered than probable reserves. Estimates of possible reserves are also inherently imprecise. Estimates of probable and possible reserves are also continually subject to revisions based on production history, results of additional exploration and development, price changes, and other factors.

    The Company believes that the presentation of NPV10 is useful to investors because it presents (i) relative monetary significance of its oil and natural gas properties regardless of tax structure and (ii) relative size and value of its reserves to other companies. The Company also uses this measure when assessing the potential return on investment related to its oil and natural gas properties. NPV10 and the standardized measure of discounted future net cash flows do not purport to present the fair value of the Company’s oil and gas reserves. The Company has not provided a reconciliation of NPV10 to the standardized measure of discounted future net cash flows because it is impracticable to do so.

    Investors are urged to consider closely the disclosures and risk factors in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in the other reports and filings with the SEC, available from the Company’s offices or website. These reports can also be obtained from the SEC website at www.sec.gov.

    The MIL Network

  • MIL-OSI Economics: Joint Trades Letter in Support of Cost Recovery of Intangible Drilling Costs (IDCs)

    Source: Independent Petroleum Association of America

    Headline: Joint Trades Letter in Support of Cost Recovery of Intangible Drilling Costs (IDCs)

    Joint Trades Letter in Support of Cost Recovery of Intangible Drilling Costs (IDCs)

    Re: Equalize the Tax Treatment of Oil & Natural Gas Capital Expenditures under the CAMT to Unlock Domestic Energy Production

    Dear Chairman Smith, Chairman Crapo, Ranking Member Neal, and Ranking Member Wyden:

    With this new Congress, we have a real opportunity to spur domestic energy production through common-sense, durable reform. This includes tax policy and the equitable treatment of capital investment to produce our own oil and natural gas.

    On behalf of U.S. independent producers of oil and natural gas, we urge this Congress to rectify prior unsound and disparate tax policy embedded in the corporate alternative minimum tax (CAMT) and allow for the accelerated cost-recovery of intangible drilling costs (IDCs).

    IDCs are ordinary business expenses incurred in the exploration, development, and drilling of new wells — including wages, repairs, supplies, fuel, surveying, and ground clearing. …

    MIL OSI Economics

  • MIL-OSI Australia: NSW avian influenza emergency in Hawkesbury eradicated and controls lifted

    Source: New South Wales Premiere

    Published: 24 January 2025

    Statement by: Minister for Agriculture, Minister for Regional NSW, Minister for Western New South Wales


    Minister for Agriculture and Regional NSW Tara Moriarty has today confirmed the successful eradication of avian influenza in the Hawkesbury region, one of the most significant outbreaks in the state’s history.

    The NSW Government’s eradication of avian influenza in this zone is a terrific win for our poultry and egg producers, plus consumers, with businesses now able to get back to normal.

    From Friday 24 January 2024 the emergency zones will be removed and all emergency orders will be lifted, including movement restrictions for birds, objects and other equipment, officially bringing an end to the NSW Government’s Avian Influenza response.

    This follows the easing of the Hawkesbury emergency zone in December 2024 with no new detections of the disease occurring in the area after July 2024. The required surveillance time with no virus detections has now elapsed so the control order can now be revoked.

    The Minns Labor Government is serious about biosecurity and protecting our valuable primary industries, and will continue to work with farmers to safeguard agricultural industries.

    The NSW Government’s avian influenza response and eradication actions included:

    • Managing depopulation of virus impacted birds
    • 288 Department of Primary Industries and Regional Development (DPIRD) and inter-agency staff working on the response
    • 6,801 samples tested
    • 76,000 targeted SMS to property owners
    • 1,500 letters delivered in a letterbox drop to the Hawkesbury
    • 1,051 calls to the Emergency Animal Disease hotline

    In June 2024, Government Biosecurity teams detected and responded to an avian influenza outbreak at two commercial poultry farms and four non–commercial premises in the Hawkesbury region.

    All infected premises were subject to quarantine, depopulation, disposal and decontamination in accordance with the AUSVETPLAN Response Strategy for avian influenza ensuring all premises were free of traces of the diseases before regular operations could resume.

    The H7N8 avian influenza strain detected in NSW was not the same as the H5N1 strain that is causing concern globally. Australia remains free of the H5N1 strain of avian influenza. In addition it was not connected to the Victorian outbreak of avian influenza.

    This has taken an immense response by the NSW Government working with industry, farmers and the community to control this outbreak and eventually eradicate the virus. I want to thank all the staff and industry personnel who worked tirelessly to protect the industry and minimise impacts

    Find more information on the NSW Government’s response to the H7 Avian Influenza outbreak.

    MIL OSI News

  • MIL-OSI USA: Dr. Rand Paul Honors 2025 March for Life, Reintroduces Defund Planned Parenthood Act

    US Senate News:

    Source: United States Senator for Kentucky Rand Paul

    FOR IMMEDIATE RELEASE:
    January 23, 2025
    Contact: Press_Paul@paul.senate.gov, 202-224-4343
    WASHINGTON, D.C. – Today, ahead of the 2025 March for Life tomorrow in Washington, D.C., U.S. Senator Rand Paul (R-KY) released the following statement honoring the event and reintroduced his Defund Planned Parenthood Act.
    “As a physician, I took an oath to do no harm. As a father and grandfather, I’ve witnessed the miracle of life firsthand,” said Dr. Paul. “My commitment to protecting life isn’t just personal, it’s rooted in both science and principle. Life begins at conception, and I’ve spent my time in the Senate fighting to protect the right to life.”
    The Defund Planned Parenthood Act would ensure federal tax dollars aren’t going to organizations, like Planned Parenthood, to perform abortions. 
    The Defund Planned Parenthood Act is cosponsored by Senators Roger Marshall (R-KS), Tommy Tuberville (R-AL), Markwayne Mullin (R-OK), Ted Budd (R-NC), Eric Schmitt (R-MO), Thom Tillis (R-NC), and Ted Cruz (R-TX). 

    You can read the bill in its entirety HERE, and watch Dr. Paul’s full message on the 2025 March for Life HERE.
    The Defund Planned Parenthood Act is supported by the following organizations:
    “Senator Rand Paul’s Defund Planned Parenthood Act is a critical step in the direction of protecting taxpayer dollars from supporting the abortion industry, specifically, Planned Parenthood, our nation’s largest abortion provider. We at March for Life Action will continue to work towards enacting legislation like this bill that is in the best interest of women’s health, protects the most vulnerable unborn child, and seeks to support mother and child,” said Jeanne F. Mancini, President of March for Life Action.
    “Sen. Rand Paul’s bill to prohibit federal funding of Planned Parenthood represents a significant effort to enact President Trump’s stated agenda of reducing the role of the federal government on the issue of abortion. As long as taxpayers underwrite the nation’s largest abortion vendor, abortion is federal. In mandates and money, the federal government has acted with prejudice against pro-life people and for abortion. In a completely partisan way, Planned Parenthood also has worked to defeat Republicans to replace them with radical pro-abortion Democrats, who have ensured that the checks keep coming. America’s healthcare dollars should be invested in care that takes care of every patient, in and outside of the womb, and this bill also makes no exceptions for Planned Parenthood, as they should be debarred and defunded as bad actors in the healthcare space.  Students for Life Action supports the Defund Planned Parenthood Act and will score both the votes and co-sponsorship of the measure,” said Kristan Hawkins, President of Students for Life of America & Students for Life Action.
    “Planned Parenthood is one of our nation’s largest purveyors of abortion and cross-sex hormones. They do not deserve any taxpayer dollars. Thank you to Senator Paul for leading the effort in defunding Planned Parenthood,” said Ryan T. Anderson, PhD, President of the Ethics and Public Policy Center.
    “Americans rejected Democrats’ extremist abortion-on-demand and radical gender ideology agenda at the ballot box. The Defund Planned Parenthood Act is an opportunity for conservatives to finally deliver on their decade-old promise to stop taxpayer dollars from funding abortion, and now dangerous experimental medical procedures on minors. Heritage Action commends Senator Paul for spearheading the fight to deliver real results to protect unborn babies, confused children, and their mothers. Senators who believe in the sanctity of life and defending the vulnerable should support and enact this bill,” said Janae Stracke, Vice President of Outreach and Advocacy at Heritage Action.
    “Americans should not be forced to fund an organization that profits from killing unborn children. Killing America’s future does nothing to advance the interest of the American people. We are grateful to Dr. Paul for his work to protect American dollars from being used to kill innocent unborn babies,” said Mary Szoch, Director for the Center of Human Dignity, Family Research Council.
    “Not a cent of taxpayer dollars should be going to Planned Parenthood. They don’t care about women’s healthcare; they care about making money. And they do it through the murder of innocent babies and preying on vulnerable, confused children. It’s long past time to end the abominable lie that Planned Parenthood needs federal funds in order to function. It’s time to prove that America is a nation that truly cares about women by defunding this organization that has taken advantage of them for decades,” said Penny Nance, CEO and President of Concerned Women for America. 
    “Senator Rand Paul continues to champion constitutional policies with his vital bill to end federal funding for Planned Parenthood. Taxpayers should not be compelled to fund over $1.5 billion annually for an organization that performs nearly 400,000 abortions each year,” said George Landrith, President of Frontiers of Freedom Institute. “Despite its claims of providing comprehensive healthcare, Planned Parenthood has seen rising abortion numbers and declining other health services. The Hyde Amendment once protected taxpayers from funding abortions—it’s time to reinstate this sensible safeguard. Thank you, Senator Paul, for your principled leadership!”

    MIL OSI USA News

  • MIL-OSI Security: Three Kodiak residents indicted for drug trafficking related to 2022 fatal fentanyl overdose

    Source: Office of United States Attorneys

    ANCHORAGE, Alaska – A federal grand jury in Alaska returned an indictment this week charging three Kodiak residents with drug trafficking crimes in Alaska, including distributing fentanyl which resulted in a fatal overdose.

    According to court documents, between February 2022 and July 2023, Ashley Katelnikoff, 37 and Gerry Pugal, 37, allegedly conspired together to distribute and possess with the intent to distribute over 400 grams of fentanyl and over 500 grams of a mixture containing methamphetamine, heroin and cocaine.
    Court documents further allege that on or about Aug. 25-26, 2022, Katelnikoff distributed fentanyl as part of the conspiracy, which resulted in the death of a victim.

    The indictment also alleges that between Nov. 21-29, 2022, Pugal and Kalani Coyle, 32, attempted to possess with intent to distribute over 400 grams of a fentanyl mixture and over 50 grams of a mixture containing methamphetamine, heroin and cocaine.

    Katelnikoff is charged with one count of conspiracy to distribute and possess with intent to distribute controlled substances resulting in death and one count of distribution of fentanyl resulting in death. Pugal is charged with one count of conspiracy to distribute and possess with intent to distribute controlled substances resulting in death and one count attempted possession of a controlled substance with intent to distribute. Coyle is charged with one count of attempted possession of a controlled substance with intent to distribute. The defendants will make their initial court appearance on a later date before a U.S. Magistrate Judge of the U.S. District Court for the District of Alaska. If convicted, Katelnikoff and Pugal face between 20 years to life in prison, and Coyle faces 10 years to life in prison. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.
    U.S. Attorney S. Lane Tucker for the District of Alaska and Special Agent in Charge David Reames of the Drug Enforcement Administration (DEA) Seattle Division Office made the announcement.

    The DEA Seattle Division Office and Anchorage District Office, with significant assistance from the U.S. Postal Inspection Service Anchorage Domicile, IRS Criminal Investigation Seattle Field Office, Alaska State Troopers and the Kodiak Police Department, are investigating the case.

    Assistant U.S. Attorneys Alana Weber, Chris Schroeder and Stephan Collins are prosecuting the case.

    An indictment is merely an allegation, and all defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

    MIL Security OSI

  • MIL-OSI Security: Defense Contractor Executive Pleads Guilty to Bribery Scheme Involving $100 Million in Government Contracts

    Source: Office of United States Attorneys

    SAN DIEGO – Russell Thurston, a former executive vice president at Cambridge International Systems, Inc., a defense contractor headquartered in Arlington, Virginia, pleaded guilty in federal court today, admitting that he participated in a bribery scheme with other Cambridge employees and former Naval Information Warfare Center employee James Soriano.

    According to Thurston’s plea agreement, Cambridge – acting through Thurston and multiple other Cambridge employees – gave various things of value to Soriano, including expensive meals at restaurants in San Diego; a ticket to the 2018 Major League Baseball All Star Game held at Nationals Park in Washington, D.C.; and a job at Cambridge for Soriano’s friend, Liberty Gutierrez. According to Gutierrez’s plea agreement, Gutierrez did minimal work at Cambridge and gave Soriano $2,000 a month from her Cambridge salary.

    In return, Soriano, acting in his position as a contracting officer’s representative at Naval Information Warfare Center, influenced the procurement process to ensure that Cambridge was awarded two large task orders. Soriano further ensured that Cambridge was able to capture a steady stream of government funds by influencing a series of projects on those task orders to be approved. According to Cambridge’s plea agreement, as a result of the conspiracy, the government obligated more than $32 million on one of the task orders and over $100 million on the other.

    Soriano also allowed Cambridge employees to draft various procurement documents for him, even when Cambridge was competing for contracts against other bidders. Thurston and Soriano also worked together to remove document properties so that other government employees would not know of Cambridge’s involvement in drafting the documents.

    According to Thurston’s plea agreement, Thurston received periodic pay bonuses from Cambridge – which totaled between $150,000 and $250,000 – based on the profits Cambridge received from the bribery conspiracy.

    Thurston is scheduled to appear before U.S. District Judge Todd W. Robinson for sentencing on April 11, 2025.

    “The integrity of our nation’s procurement system relies upon the honest dealing of government contractors,” said First Assistant U.S. Attorney Andrew Haden. “This guilty plea shows a commitment to that principle by holding accountable a defendant who repeatedly bribed a government employee to benefit himself at the expense of others.”

    “This investigation clearly established Mr. Thurston’s guilt and his plea is a positive step toward accountability for his role in the crime,” said Bryan D. Denny, Special Agent in Charge for the Department of Defense Office of Inspector General, Defense Criminal Investigative Service, Western Field Office. “DCIS remains committed to working jointly with the United States Attorney’s Office and our law enforcement partners to investigate and deter public corruption within the Department of Defense.”

    “Mr. Thurston’s actions directly undermined the Department of Defense contracting process that ensures our warfighters get the best gear for their missions while ensuring our taxpayer dollars are responsibly allocated,” said Special Agent in Charge Tyler Hatcher, IRS Criminal Investigation, Los Angeles Field Office. “Our men and women in uniform volunteer to put their lives on the line in defense of the United States and they deserve better than to be put at unnecessary risk. IRS Criminal Investigation is committed to partnering with fellow law enforcement agencies to protect our servicemembers from this sort of corruption.”

    “Using a position of public trust as a means to inequitably grant access to federal programs for personal gain will not be tolerated,” said SBA OIG’s Western Region Special Agent in Charge, Weston King. “Our Office will remain relentless in the pursuit of those who seek to exploit SBA’s vital economic programs. I want to thank the U.S. Attorney’s Office, and our law enforcement partners for their dedication and commitment to seeing justice served.”

    Cambridge was separately charged and pleaded guilty to conspiracy to commit bribery in 24-cr-00759-TWR. Cambridge was ordered to forfeit the $1,672,102.23 in profits it obtained from the bribery conspiracy and pay a $2.25 million fine.

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

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

    DEFENDANT                                               Case Number 24-cr-0341-TWR-2                         

    Russell Thurston                                             Age: 52                                   Mt. Pleasant, SC

    SUMMARY OF CHARGES

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

    Maximum penalty: Five years in prison; maximum $250,000 fine or twice the gross gain or loss resulting from the offense, whichever is greatest

    INVESTIGATING AGENCIES

    Defense Criminal Investigative Service

    Naval Criminal Investigative Service

    Small Business Administration – Office of Inspector General

    Internal Revenue Service Criminal Investigation

    Department of Health and Human Services – Office of Inspector General

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

                                                                                   

    MIL Security OSI

  • MIL-OSI New Zealand: WorkSafe New Zealand welcomes new Deputy Chief Executive – Corporate

    Source: Worksafe New Zealand

    WorkSafe New Zealand welcomes Corey Sinclair as its new Deputy Chief Executive – Corporate. Corey started with WorkSafe on Wednesday 22 January.

    As Deputy Chief Executive – Corporate, Corey leads the design and delivery of our commercial investment and people strategies, to help enable WorkSafe to deliver our statement of intent and create a work environment that is consistent with our values.

    “Corey brings many years of senior leadership experience from working in the public service, banking and finance sectors. We are delighted to have him join the leadership team at WorkSafe,” says Chief Executive Sharon Thompson.

    Corey Sinclair, Deputy Chief Executive – Corporate

    Corey also has executive leadership credentials from the Australia and New Zealand School of Government, Accelerate Strategic, and the University of Auckland. 

    Corey joins WorkSafe from a secondment role at the Crown Response Office, where he led in the Crown’s response to the Royal Commission of Inquiry into Historical Abuse in State Care and in the Care of Faith-based Institutions. Prior to that, Corey had senior leadership roles at Inland Revenue, where he transformed services delivered to customers and stakeholders across Aotearoa.

    He is passionate about business transformation, diversity and inclusion, and leadership development. As a proud Kiwi-Samoan leader, Corey strives to serve the public interest and achieve positive outcomes for all New Zealanders.

    Corey says, “I’m excited to join the WorkSafe team. While I’m conscious of the considerable change the organisation and kaimahi have been through, I’m looking forward to supporting the new strategy and plans in place.”

    MIL OSI New Zealand News

  • MIL-OSI Security: Federal Jury Finds Hopkinsville, Kentucky Man Guilty of Methamphetamine and Fentanyl Distribution Conspiracy and Money Laundering

    Source: United States Bureau of Alcohol Tobacco Firearms and Explosives (ATF)

    Paducah, KY – Today, following a three-day trial, a federal jury convicted a Hopkinsville, Kentucky, man of conspiring to possess with the intent to distribute methamphetamine and fentanyl, as well as seven counts of money laundering.

    U.S. Attorney Michael A. Bennett of the Western District of Kentucky, Special Agent in Charge Jim Scott of the DEA Louisville Field Division, U.S. Postal Inspector in Charge Lesley Allison, of the USPIS Pittsburgh Division, Special Agent in Charge Karen Wingerd, of the Internal Revenue Service Criminal Investigations Cincinnati Field Office, Special Agent in Charge Shawn Morrow of the Department of Alcohol, Tobacco, Firearms, and Explosives Louisville Field Division, and Chief Jason Newby of the Hopkinsville Police Department made the announcement.

    According to court documents and evidence presented at trial, between May 20, 2020, and January 22, 2022, Robert Blaine, 46, of Hopkinsville, Kentucky conspired with Roderick Tutt and Jessica Ochoa to possess with the intent to distribute over 50 grams of methamphetamine and over 400 grams of a fentanyl mixture. During that time frame, Blaine wired money to Ochoa as payment for the drugs and in furtherance of the overall conspiracy. Blaine also mailed a box containing $36,960 in U.S. currency to Ochoa that he obtained from proceeds of illegal drug sales. On January 21, 2022, Blaine arranged for Tutt to travel to Arizona to pick up fentanyl and methamphetamine from OchoaTutt was supposed to bring the drugs back to Blaine in Hopkinsville. Tutt was arrested on the way back to Hopkinsville with 2,059 fentanyl pills and approximately 8 kilograms of methamphetamine.     Blaine has numerous prior drug trafficking convictions.

    On July 20, 2023, Roderick Tutt, 36, of Hopkinsville, Kentucky, and Jessica Ochoa, 40, of Phoenix, Arizona pled guilty to conspiring with Blaine to possess with the intent to distribute over 50 grams of methamphetamine and 400 grams of a mixture and substance containing fentanyl. Ochoa also pled guilty to seven counts of money laundering. Tutt and Ochoa are scheduled for sentencing on March 25, 2025, before a United States District Judge for the Western District of Kentucky.

    Blaine is scheduled for sentencing on May 5, 2025, and remains in federal custody pending sentencing. He faces a mandatory minimum sentence of 25 years and a maximum sentence of life in prison. A federal district court judge will determine the sentence after considering the sentencing guidelines and other statutory factors.

    There is no parole in the federal system.

    This case was investigated by the DEA Paducah Post of Duty, the United States Postal Inspection Service, the Internal Revenue Service Criminal Investigations Division, ATF – Louisville Division, and the Hopkinsville Police Department, with assistance from the FBI Louisville Field Division, the Tonto Apache Police Department, and the DEA – Phoenix Division.  

    Assistant United States Attorney Leigh Ann Dycus, of the U.S. Attorney’s Paducah Branch Office, prosecuted the case with assistance from paralegal Cristy Crockett.

    This effort is part of an Organized Crime Drug Enforcement Task Force (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 www.justice.gov/OCDETF.

    ###

    MIL Security OSI

  • MIL-Evening Report: The ‘singles tax’ means you often pay more for going it alone. Here’s how it works

    Source: The Conversation (Au and NZ) – By Alicia Bubb, Research & Teaching Sessional Academic, RMIT University

    lightman_pic/Shutterstock

    Heard of the “singles tax”? Going it alone can also come with a hidden financial burden you may not be aware of.

    Obviously, this isn’t an official levy paid to anyone in particular. It simply refers to the higher costs single people face compared to couples or families.

    Single-person households have been on the rise in Australia. It’s projected they’ll account for up to 28% of all households in 2046.

    People are marrying later, divorce rates remain high and an ageing population means more people live alone in older age. Many people also make a conscious decision to remain single, seeing it as a sign of independence and empowerment.

    This is part of a global trend, with singledom increasing in Europe, North America and Asia.

    So, how does the singles tax work – and is it worse for some groups than others? What, if anything, can we do about it?

    Why does being single cost more?

    One of the biggest drivers of the singles tax is the inability to split important everyday costs. For example, a single person renting a one-bedroom apartment has to bear the full cost, while a couple sharing it can split the rent.

    Being single can mean not being being able to split living costs like groceries.
    Gorodenkoff/Shutterstock

    Singles often miss out on the savings from bulk grocery purchases, as larger households consume more and can take better advantage of these deals.

    Fixed costs for a house like electricity, water and internet bills often don’t increase by much when you add an extra user or two. Living alone means you pay more.

    These are all examples of how couples benefit from economies of scale – the cost advantage that comes from sharing fixed or semi-fixed expenses – simply by living together.

    My calculations, based on the most recent data from the Australian Bureau of Statistics (ABS), show that singles spend about 3% more per person on goods and services compared to couples.

    Compared to couples with children, single parents spend about 19% more per person. While government support mechanisms such as the child care subsidy exist, many single parents find them insufficient, especially if they work irregular hours.

    Beyond the essentials

    The singles tax extends beyond our “essential needs” and into the costs of travel, socialising and entertainment.

    Solo travellers, for example, may encounter something called a “single supplement” – an extra fee charged for utilising an accommodation or travel product designed for two people.

    Streaming services such as Netflix and Spotify offer family plans at slightly higher prices than individual ones, making them more cost-effective for larger households.

    Couples and families can easily split fixed costs, such as streaming subscriptions.
    Vantage_DS/Shutterstock

    A global phenomenon

    Reports from around the world paint a similar picture.

    In the United States, research by real estate marketplace Zillow found singles pay on average US$7,000 ($A11,100) more annually for housing, compared to those sharing a two-bedroom apartment.

    In Europe, higher living costs and limited government supports put singles at a disadvantage. And in Canada, singles report feeling the pinch of rising rent and grocery prices.

    The tax systems of many countries can amplify the financial burden of being single, by favouring couples and families.

    In the United States, for example, tax policies intended to alleviate poverty often exclude childless adults, disproportionately taxing them into poverty.

    The Earned Income Tax Credit (EITC) reduces tax liabilities by providing refundable credits to low-income workers. It’s had some significant benefits for families, but offers minimal support to single, childless individuals.

    Many tax structures disadvantage single-person households.
    WPixz/Shutterstock

    As economist Patricia Apps argues, tax and transfer policies often fail to account for the complexities of household income distribution.

    These systems favour traditional family structures by providing benefits like spousal offsets or joint income tax breaks. Single individuals and single-parent households are left bearing a disproportionate financial burden.

    Who is affected the most?

    The singles tax disproportionately impacts women, who are more likely to live alone than men.

    This can compound existing financial pressures such as the gender pay gap, taking career breaks, and societal expectations leaving them with lower retirement savings.

    For older women, the singles tax adds another layer of difficulty to maintaining financial security.

    And it can seriously exacerbate financial pressures on single mothers. Many rely on child support payments, which are often inconsistent or inefficient, leaving them financially vulnerable.

    Working part-time or in casual roles due to caregiving responsibilities further limits their earning potential.

    Single mothers may be disproportionately impacted by the singles tax.
    Drazen Zigic/Shutterstock

    There are unique challenges for single men, too, who may lack the same access to family-oriented subsidies and workplace flexibility. Single men may also face societal expectations to spend more on dating or socialising.

    Alarmingly, men are disproportionately represented among the homeless population, making up 55.9% of people experiencing homelessness, and single men have a higher risk of premature death.

    Growing recognition

    While the singles tax highlights big systemic inequities, there are signs the issue is receiving more attention.

    Some advocacy groups are pushing for better financial protections and child support reforms for single mothers.

    Similarly, efforts to address homelessness have gained momentum, with increased attention to advocacy and services for single men facing housing insecurity.

    There is also the potential to design tax systems to reduce these inequities. Tax systems that treat individuals as economic units, instead of basing benefits on household structures, could mitigate the singles tax and create a fairer system for all.

    Nothing to disclose.

    Sarah Sinclair does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    ref. The ‘singles tax’ means you often pay more for going it alone. Here’s how it works – https://theconversation.com/the-singles-tax-means-you-often-pay-more-for-going-it-alone-heres-how-it-works-247578

    MIL OSI AnalysisEveningReport.nz

  • MIL-OSI Australia: eInvoicing for government

    Source: Australian Department of Revenue

    Australian Government’s commitment

    The Australian Government has extended its commitment to increase Peppol eInvoicing adoption in the Budget 2024–25External Link (information found on page 180 of Budget Paper No.2 PDF document). By leading the implementation of eInvoicing, the Government aims to improve cash flow, disrupt payment redirection scams and boost productivity across the economy.

    For these and other benefits to be realised, governments across the country need to use eInvoicing and encourage the businesses they interact with to use it too.

    In July 2022 many Australian Government entities were mandated to be able to receive eInvoices and 16,000 Australian businesses were registered on the Peppol network. By January 2025 this number has jumped to over 410,000, with 129 Australian Government entities and more than 300 state and territory government entities and local councils also getting on board.

    With the network growing, we now need to focus on increasing the volume of transactions supporting the government’s supply chain.

    Australian Government entities

    Building on the 1 July 2022 mandate to receive eInvoices, the next stage for Australian Government entities is to increase the uptake of eInvoicing in Australia in line with the recommendations agreed to in the Government response to the Statutory Review of the Payment Times Reporting Act 2020External Link:

    • 13.1 – Promote the adoption of eInvoicing by all businesses.
    • 13.2 – Adopt the full functionality of eInvoicing across Commonwealth agencies.

    The main role for the government is as a buyer of goods and services and supporting businesses by paying eInvoices more quicklyExternal Link:

    • If you’re already able to receive eInvoices, but eInvoicing is not yet fully integrated with your finance or enterprise resource planning (ERP) system and automated workflows, consider uplifting your accounts payable capability. Also include eInvoicing in your procurement and contract templates as the preferred way to receive invoices.
    • Consider your accounts receivable volumes and processes and investigate how you may embed eInvoicing as your default channel when sending invoices to businesses or other government agencies.

    To find out more about how the ATO is helping agencies meet their obligations, or to join our GovTEAMS community for peer support and to tap into more detailed information, email einvoicing@ato.gov.au.

    Check the full list of eInvoicing-enabled Australian Government entities.

    State and territory governments

    The ATO is also working with state and territory governments who are then furthering eInvoicing adoption in their jurisdictions:

    To connect with the eInvoicing lead in your state or territory, email us at einvoicing@ato.gov.au.

    Local government

    For more information about eInvoicing and to find out how we can help your council, email us at einvoicing@ato.gov.au.

    Getting started and getting the most out of eInvoicing

    Many government entities are using eInvoicing, including here at the ATO.

    If you’ve not yet got onboard, adding eInvoicing as a channel to government finance systems is essentially the same as for medium and large businesses.

    To make sure your eInvoicing capabilities are appropriate and you’re maximising the efficiency and productivity benefits for both you and your suppliers, read our:

    For more technical advice or for tailored help to increase the volume of eInvoices you receive, contact eInvoicing@ato.gov.au.

    MIL OSI News

  • MIL-OSI Australia: Key committees

    Source: Australian Department of Revenue

    ATO committee system

    The ATO’s committee system comprises a tiered structure that creates clear lines of authority and enables issues to be escalated and resolved. At the same time, it supports a strong governance culture that values impartiality, integrity and accountability.

    ATO committees

    The ATO Executive Committee is the organisation’s most senior committee. It is supported by the Audit and Risk Committee and 5 enterprise-level committees (Finance, People, Risk, Security and Strategy). These committees are our most senior committees and they have defined responsibilities to approve, advise and monitor specified governance areas across the organisation.

    These committees include:

    • Audit and Risk Committee – an independent committee comprised of independent (external) members. It is responsible for the audit and risk management of the ATO. It provides the Commissioner of Taxation with independent assurance and advice on the appropriateness of the ATO listed entity’s
      • annual financial statements
      • performance statements
      • performance reporting
      • system of risk oversight and management, and
      • system of internal controls.

    Refer to Audit and Risk Committee Charter

    • Finance Committee – responsible for exercising governance responsibilities with respect to the ATO’s resource allocation, investment and program delivery, including monitoring financial risk.
    • People Committee – an advisory committee responsible for ensuring workforce and culture strategies support a contemporary and capable workforce.
    • Risk Committee – responsible for oversight and assurance of the ATO risk profile and advising on the management of key risks.
    • Security Committee – responsible for ensuring protective security and business continuity management capabilities are managed effectively across the ATO.
    • Strategy Committee – responsible for stewarding the end-to-end taxpayer experience by shaping discretionary and non-discretionary (NPP) investment priorities and ensuring peak taxpayer strategies are aligned, appropriate and on track.

    Organisational chart

    See our Organisational chart showing the reporting responsibilities within the ATO by group and business line.

    MIL OSI News

  • MIL-OSI Australia: Emissions reduction plan

    Source: Australian Department of Revenue

    Accountable Authority sign off

    The Australian Taxation Office (ATO) recognises it has a role to play in addressing climate change by implementing the Government’s Net Zero in Government Operations Strategy. We understand that our operations affect climate change, and we are committed to leading by example in the transition towards a low-carbon future.

    This Emissions Reduction Plan builds upon our agency’s previous targets and action plans to minimise our carbon footprint and contribute to the nation’s broader climate goals.

    Our plan reflects our commitment to transparency, accountability, and continuous improvement in our environmental performance.

    As the Commissioner of Taxation, I am the Accountable Authority for the Australian Taxation Office listed entity, which is comprised of the ATO, the Tax Practitioner’s Board and the Australian Charities and Not-for-profits Commission (the ACNC), including the ACNC Advisory Board.

    Through this plan, we pledge to:

    • substantially reduce our greenhouse gas emissions
    • improve energy efficiency across our operations
    • transition to renewable energy sources
    • promote sustainable practices in our operations
    • foster a culture of environmental responsibility among our staff.

    ‘The ATO is committed to achieving net zero emissions by 2030. Together, we can create a more sustainable future for our nation and contribute to the global fight against climate change.’

    Rob Heferen
    Commissioner of Taxation
    Registrar of the Australian Business Register, Australian Business Registry Services, and
    Register of Foreign Ownership of Australian Assets.

    Acknowledgement of Country

    We acknowledge the Traditional Owners and Custodians of Country throughout Australia and their continuing connection to land, waters and community. We pay our respects to them, their cultures, and Elders past and present.

    We recognise the unique relationship Aboriginal and Torres Strait Islander people have to Country, culture, and community, and the important role this plays in us all walking together as Australians.

    MIL OSI News

  • MIL-OSI: Infinera Corporation Reports Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SAN JOSE, Calif., Nov. 05, 2024 (GLOBE NEWSWIRE) — Infinera Corporation (NASDAQ: INFN) today released financial results for its third quarter ended September 28, 2024.

    GAAP revenue for the quarter was $354.4 million compared to $342.7 million in the second quarter of 2024 and $392.4 million in the third quarter of 2023.

    GAAP gross margin for the quarter was 39.8% compared to 39.6% in the second quarter of 2024 and 40.3% in the third quarter of 2023. GAAP operating margin for the quarter was (3.1)% compared to (8.7)% in the second quarter of 2024 and 2.0% in the third quarter of 2023.

    GAAP net loss for the quarter was $(14.3) million, or $(0.06) per diluted share, compared to net loss of $(48.3) million, or $(0.21) per diluted share, in the second quarter of 2024, and net loss of $(9.4) million, or $(0.04) per diluted share, in the third quarter of 2023.

    Non-GAAP gross margin for the quarter was 40.4% compared to 40.3% in the second quarter of 2024 and 41.9% in the third quarter of 2023. Non-GAAP operating margin for the quarter was 3.5% compared to (1.3)% in the second quarter of 2024 and 7.7% in the third quarter of 2023.

    Non-GAAP net income for the quarter was $0.3 million, or $0.00 per diluted share, compared to non-GAAP net loss of $(14.0) million, or $(0.06) per diluted share, in the second quarter of 2024, and non-GAAP net income of $19.9 million, or $0.08 per diluted share, in the third quarter of 2023.

    During the three-months ended September 28, 2024, the Company generated positive cash flow from operations of $44.5 million and ended the quarter with cash, cash equivalents and restricted cash of $115.6 million.

    A further explanation of the use of non-GAAP financial information and a reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure can be found at the end of this press release.

    Infinera CEO, David Heard said “Our team delivered another quarter with continued sequential improvements in our financial metrics and critical service provider and webscaler design wins across our ICE-X coherent pluggables, next-generation line systems, software, and ICE7 solutions. In addition, in October we signed a non-binding preliminary memorandum of terms with the U.S. Department of Commerce for an award under the CHIPS and Science Act that, together with other federal and state incentives, could result in more than $200 million in funds for Infinera.”

    “Looking ahead, our customers remain excited about our pending acquisition by Nokia as they look forward to the combined company accelerating the pace of innovation in the industry. We are making good progress on the steps required to close the transaction, including receiving stockholder approval and attaining U.S. antitrust and CFIUS approval. There are still other regulatory approvals pending, but we believe we remain on track to close the deal in the first half of 2025,” continued Mr. Heard.

    Pending Merger with Nokia

    On June 27, 2024, Infinera, Nokia Corporation, a company incorporated under the laws of the Republic of Finland (“Nokia”) (NYSE: NOK) and Neptune of America Corporation, a Delaware corporation and wholly owned subsidiary of Nokia (“Merger Sub”) entered into an Agreement and Plan of Merger (as it may be amended, modified or waived from time to time, the “Merger Agreement”) that provides for Merger Sub to merge with and into Infinera (the “Merger”), with Infinera surviving the Merger as a wholly owned subsidiary of Nokia. The transaction is expected to close in the first half of 2025.

    In light of the proposed transaction with Nokia, and as is customary during the pendency of an acquisition, Infinera will not be providing financial guidance during the pendency of the acquisition.

    Third Quarter 2024 Investor Slides to be Made Available Online

    Investor slides reviewing Infinera’s third quarter of 2024 financial results will be furnished to the U.S. Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K and published on Infinera’s Investor Relations website at investors.infinera.com.

    Contacts:

    Media:
    Anna Vue
    Tel. +1 (916) 595-8157
    avue@infinera.com

    Investors:
    Amitabh Passi, Head of Investor Relations
    Tel. +1 (669) 295-1489
    apassi@infinera.com 

    About Infinera

    Infinera is a global supplier of innovative open optical networking solutions and advanced optical semiconductors that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. Infinera solutions deliver industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. To learn more about Infinera, visit www.infinera.com, follow us on X and LinkedIn, and subscribe for updates.

    Infinera and the Infinera logo are registered trademarks of Infinera Corporation.

    Forward-Looking Statements

    This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or Infinera’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or the negative of these words or similar terms or expressions that concern Infinera’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding the amount Infinera could receive in government funding; and statements related to the Merger, including the timing of completion of the Merger and the future performance and benefits of the combined business.

    These forward-looking statements are based on estimates and information available to Infinera as of the date hereof and are not guarantees of actual or future performance; actual results could differ materially from those stated or implied due to risks and uncertainties. The risks and uncertainties that could cause Infinera’s results to differ materially from those expressed or implied by such forward-looking statements include statements related to the Merger, including whether the Merger may not be completed or completion may be delayed, and if the Merger Agreement is terminated, there may be a required payment of a significant termination fee by either party; the receipt of necessary approvals to complete the Merger; the possibility that due to the Merger, and uncertainty regarding the Merger, Infinera’s customers, suppliers or strategic partners may delay or defer entering into contracts or making other decisions concerning Infinera; the significance and timing of costs related to the Merger; the impact on us of litigation or other stockholder action related to the Merger; the effects on us and our stockholders if the Merger is not completed; demand growth for additional network capacity and the level and timing of customer capital spending and excess inventory held by customers beyond normalized levels; delays in the development, introduction or acceptance of new products or in releasing enhancements to existing products; aggressive business tactics by Infinera’s competitors and new entrants and Infinera’s ability to compete in a highly competitive market; supply chain and logistics issues and their impact on our business, and Infinera’s dependency on sole source, limited source or high-cost suppliers; dependence on a small number of key customers; product performance problems; the complexity of Infinera’s manufacturing process; Infinera’s ability to identify, attract, upskill and retain qualified personnel; challenges with our contract manufacturers and other third-party partners; the effects of customer and supplier consolidation; dependence on third-party service partners; Infinera’s ability to respond to rapid technological changes; failure to accurately forecast Infinera’s manufacturing requirements or customer demand; failure to secure the funding contemplated by grants Infinera may receive from governments, agencies or research organizations, or failure to comply with the terms of those grants; Infinera’s future capital needs and its ability to generate the cash flow or otherwise secure the capital necessary to meet such capital needs; the effect of global and regional economic conditions on Infinera’s business, including effects on purchasing decisions by customers; the adverse impact inflation and higher interest rates may have on Infinera by increasing costs beyond what it can recover through price increases; restrictions to our operations resulting from loan or other credit agreements; the impacts of any restructuring plans or other strategic efforts on our business; Infinera’s international sales and operations; the impacts of foreign currency fluctuations; the effective tax rate of Infinera, which may increase or fluctuate; potential dilution from the issuance of additional shares of common stock in connection with the conversion of Infinera’s convertible senior notes; Infinera’s ability to protect its intellectual property; claims by others that Infinera infringes on their intellectual property rights; security incidents, such as data breaches or cyber-attacks; Infinera’s ability to comply with various rules and regulations, including with respect to export control and trade compliance, environmental, social, governance, privacy and data protection matters; events that are outside of Infinera’s control, such as natural disasters, acts of war or terrorism, or other catastrophic events that could harm Infinera’s operations; Infinera’s ability to remediate its recently disclosed material weaknesses in internal control over financial reporting in a timely and effective manner, and other risks and uncertainties detailed in Infinera’s SEC filings from time to time; and statements of assumptions underlying any of the foregoing. More information on potential factors that may impact Infinera’s business are set forth in Infinera’s periodic reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 30, 2023, filed with the SEC on May 17, 2024, and its Quarterly Report on Form 10-Q for the quarter ended June 29, 2024, as filed with the SEC on August 2, 2024, as well as subsequent reports filed with or furnished to the SEC from time to time. These SEC filings are available on Infinera’s website at www.infinera.com and the SEC’s website at www.sec.gov. Infinera assumes no obligation to, and does not currently intend to, update any such forward-looking statements.

    Use of Non-GAAP Financial Information

    In addition to disclosing financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), this press release and the accompanying tables contain certain non-GAAP financial measures that exclude in certain cases stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs, warehouse fire recovery, merger-related charges, foreign exchange (gains) losses, net, and income tax effects. Infinera believes these adjustments are appropriate to enhance an overall understanding of its underlying financial performance and also its prospects for the future and are considered by management for the purpose of making operational decisions. In addition, the non-GAAP financial measures presented in this press release are the primary indicators management uses as a basis for its planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for gross margin, operating expenses, operating margin, net income (loss) and net income (loss) per common share prepared in accordance with GAAP. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and are subject to limitations.

    For a description of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures, please see the table titled “GAAP to Non-GAAP Reconciliations” and related footnotes.

    Infinera Corporation
    Condensed Consolidated Statements of Operations
    (In thousands, except per share data)
    (Unaudited)

      Three months ended   Nine months ended
      September
    28, 2024
      September
    30, 2023
      September
    28, 2024
      September
    30, 2023
    Revenue:              
    Product $ 276,214     $ 316,613     $ 778,008     $ 931,057  
    Services   78,184       75,756       226,051       229,615  
    Total revenue   354,398       392,369       1,004,059       1,160,672  
    Cost of revenue:              
    Cost of product   170,693       190,312       494,248       577,152  
    Cost of services   42,515       40,209       121,910       124,889  
    Amortization of intangible assets         3,528             10,621  
    Restructuring and other related costs   (24 )           652        
    Total cost of revenue   213,184       234,049       616,810       712,662  
    Gross profit   141,214       158,320       387,249       448,010  
    Operating expenses:              
    Research and development   73,283       76,846       225,223       237,234  
    Sales and marketing   35,715       41,075       118,357       124,406  
    General and administrative   34,160       29,368       101,114       89,762  
    Amortization of intangible assets   2,257       2,976       6,769       10,088  
    Merger-related charges   6,954             15,471        
    Restructuring and other related costs   (157 )     400       4,105       2,621  
    Total operating expenses   152,212       150,665       471,039       464,111  
    Income (loss) from operations   (10,998 )     7,655       (83,790 )     (16,101 )
    Other income (expense), net:              
    Interest income   874       546       2,789       1,734  
    Interest expense   (8,764 )     (7,608 )     (25,556 )     (21,795 )
    Other gain (loss), net   8,485       (7,540 )     (8,910 )     10,586  
    Total other income (expense), net   595       (14,602 )     (31,677 )     (9,475 )
    Loss before income taxes   (10,403 )     (6,947 )     (115,467 )     (25,576 )
    Provision for income taxes   3,910       2,466       8,528       12,510  
    Net loss $ (14,313 )   $ (9,413 )   $ (123,995 )   $ (38,086 )
    Net loss per common share:              
    Basic $ (0.06 )   $ (0.04 )   $ (0.53 )   $ (0.17 )
    Diluted $ (0.06 )   $ (0.04 )   $ (0.53 )   $ (0.17 )
    Weighted average shares used in computing net loss per common share:              
    Basic   235,832       228,077       233,905       225,465  
    Diluted   235,832       228,077       233,905       225,465  
     

    Infinera Corporation
    GAAP to Non-GAAP Reconciliations
    (In thousands, except percentages)
    (Unaudited)

      Three months ended   Nine months ended
      September
    28, 2024
      
      June 29,
    2024
      
      September
    30, 2023
      September 
    28, 2024
      September 
    30, 2023
    Reconciliation of Gross Profit and Gross Margin:                                      
    GAAP as reported $ 141,214     39.8 %   $ 135,594     39.6 %   $ 158,320   40.3 %   $ 387,249     38.6 %   $ 448,010     38.6 %
    Stock-based compensation expense(1)   2,084     0.6 %     1,777     0.5 %     2,515   0.7 %     5,754     0.5 %     7,672     0.7 %
    Amortization of acquired intangible assets(2)       %         %     3,528   0.9 %         %     10,621     0.9 %
    Restructuring and other related costs(3)   (24 )   (0.0) %     703     0.2 %             652     0.1 %         %
    Warehouse fire recovery(4)       %         %       %         %     (1,985 )   (0.2) %
    Non-GAAP as adjusted $ 143,274     40.4 %   $ 138,074     40.3 %   $ 164,363   41.9 %   $ 393,655     39.2 %   $ 464,318     40.0 %
                                           
    Reconciliation of Operating Expenses:                                      
    GAAP as reported $ 152,212         $ 165,403         $ 150,665       $ 471,039         $ 464,111      
    Stock-based compensation expense(1)   12,305           8,024           13,230         32,967           41,721      
    Amortization of acquired intangible assets(2)   2,257           2,256           2,976         6,769           10,088      
    Restructuring and other related costs(3)   (157 )         3,948           400         4,105           2,621      
    Merger-related charges(5)   6,954           8,517                   15,471                
    Non-GAAP as adjusted $ 130,853         $ 142,658         $ 134,059       $ 411,727         $ 409,681      
                                           
    Reconciliation of Income (Loss) from Operations and Operating Margin:                                      
    GAAP as reported $ (10,998 )   (3.1) %   $ (29,809 )   (8.7) %   $ 7,655   2.0 %   $ (83,790 )   (8.3) %   $ (16,101 )   (1.4) %
    Stock-based compensation expense(1)   14,389     4.1 %     9,801     2.8 %     15,745   3.9 %     38,721     3.8 %     49,393     4.3 %
    Amortization of acquired intangible assets(2)   2,257     0.6 %     2,256     0.7 %     6,504   1.7 %     6,769     0.7 %     20,709     1.8 %
    Restructuring and other related costs(3)   (181 )   (0.1) %     4,651     1.4 %     400   0.1 %     4,757     0.5 %     2,621     0.2 %
    Warehouse fire recovery(4)       %         %       %         %     (1,985 )   (0.2) %
    Merger-related charges(5)   6,954     2.0 %     8,517     2.5 %       %     15,471     1.5 %         %
    Non-GAAP as adjusted $ 12,421     3.5 %   $ (4,584 )   (1.3) %   $ 30,304   7.7 %   $ (18,072 )   (1.8) %   $ 54,637     4.7 %
     
        Three months ended   Nine months ended
        September
    28, 2024
          June
    29, 2024
          September
    30, 2023
          September
    28, 2024
          September
    30, 2023
    Reconciliation of Net Income (Loss):                                    
    GAAP as reported   $ (14,313 )       $ (48,287 )       $ (9,413 )       $ (123,995 )       $ (38,086 )
    Stock-based compensation expense(1)     14,389           9,801           15,745           38,721           49,393  
    Amortization of acquired intangible assets(2)     2,257           2,256           6,504           6,769           20,709  
    Restructuring and other related costs(3)     (181 )         4,651           400           4,757           2,621  
    Warehouse fire recovery(4)                                             (1,985 )
    Merger-related charges(5)     6,954           8,517                     15,471            
    Foreign exchange (gains) losses, net(6)     (8,039 )         11,690           7,527           10,099           (9,903 )
    Income tax effects(7)     (788 )         (2,604 )         (894 )         (3,775 )         2,072  
    Non-GAAP as adjusted   $ 279         $ (13,976 )       $ 19,869         $ (51,953 )       $ 24,821  
                                         
    Weighted Average Shares Used in Computing GAAP Net Income (Loss) per Common Share:                                    
    Basic     235,832           234,349           228,077           233,905           225,465  
    Diluted(8)     235,832           234,349           228,077           233,905           225,465  
                                         
    Weighted Average Shares Used in Computing Non-GAAP Net Income (Loss) per Common Share:                                    
    Basic     235,832           234,349           228,077           233,905           225,465  
    Diluted(9)     240,502           234,349           257,219           233,905           228,735  
                                         
    Reconciliation of Adjusted EBITDA (10):                                    
    Non-GAAP net income (loss)   $ 279         $ (13,976 )       $ 19,869         $ (51,953 )       $ 24,821  
    Add: Interest expense, net     7,890           7,370           7,062           22,767           20,061  
    Less: Other gain (loss), net     446           507           (13 )         1,189           683  
    Add: Income tax effects     4,698           2,529           3,360           12,303           10,438  
    Add: Depreciation     13,501           13,285           13,498           39,975           38,694  
    Non-GAAP as adjusted   $ 25,922         $ 8,701         $ 43,802         $ 21,903         $ 93,331  
                                         
    Net Income (Loss) per Common Share: GAAP                                    
    Basic   $ (0.06 )       $ (0.21 )       $ (0.04 )       $ (0.53 )       $ (0.17 )
    Diluted(8)   $ (0.06 )       $ (0.21 )       $ (0.04 )       $ (0.53 )       $ (0.17 )
                                         
    Net Income (Loss) per Common Share: Non-GAAP                                    
    Basic   $ 0.00         $ (0.06 )       $ 0.09         $ (0.22 )       $ 0.11  
    Diluted(9)   $ 0.00         $ (0.06 )       $ 0.08         $ (0.22 )       $ 0.11  
     
    (1)  Stock-based compensation expense is calculated in accordance with the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation effective January 1, 2006. The following table summarizes the effects of stock-based compensation related to employees and non-employees (in thousands):
     
          Three months ended   Nine months ended
          September 28,
    2024
      June 29,
    2024
      September 30,
    2023
      September 28,
    2024
      September 30,
    2023
    Cost of revenue   $ 2,084   $ 1,777   $ 2,515   $ 5,754   $ 7,672  
    Research and development     4,623     4,497     5,734     14,232     17,557  
    Sales and marketing     3,241     2,611     3,706     9,139     11,371  
    General and administration     4,441     916     3,790     9,596     12,793  
    Total operating expenses     12,305     8,024     13,230     32,967     41,721  
      Total stock-based compensation expense   $ 14,389   $ 9,801   $ 15,745   $ 38,721   $ 49,393  
     
    (2) Amortization of acquired intangible assets consists of developed technology and customer relationships acquired in connection with the acquisitions of Coriant and Transmode AB. GAAP accounting requires that acquired intangible assets are recorded at fair value and amortized over their useful lives. As this amortization is non-cash, Infinera has excluded it from its non-GAAP gross profit, operating expenses and net income measures. Management believes the amortization of acquired intangible assets is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera’s underlying business performance.
    (3) Restructuring and other related costs are primarily associated with the reduction of headcount and the reduction of operating costs. In addition, this includes accelerated amortization on operating lease right-of-use assets due to the cessation of use of certain facilities. Management has excluded the impact of these charges in arriving at Infinera’s non-GAAP results as they are non-recurring in nature and its exclusion provides a better indication of Infinera’s underlying business performance.
    (4) Warehouse fire losses were incurred due to inventory destroyed in a warehouse fire in the third quarter of fiscal year 2022. Recoveries are recorded when they are probable of receipt. Management has excluded the impact of this loss and subsequent recoveries in arriving at Infinera’s non-GAAP results as it is non-recurring in nature and its exclusion provides a better indication of Infinera’s underlying business performance.
    (5) Merger-related charges represent costs incurred directly in connection with the pending merger with Nokia. Management has excluded the impact of these charges in arriving at Infinera’s non-GAAP results as they are non-recurring in nature and the exclusion of these charges provides a better indication of Infinera’s underlying business performance.
    (6) Foreign exchange (gains) losses, net, have been excluded from Infinera’s non-GAAP results because management believes that this expense is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera’s underlying business performance.
    (7) The difference between the GAAP and non-GAAP tax provision is due to the net tax effects of above non-GAAP adjustments. Management believes the exclusion of these tax effects provides a better indication of Infinera’s underlying business performance.
    (8) The GAAP diluted shares include potentially dilutive securities from Infinera’s stock-based benefit plans and convertible senior notes. These potentially dilutive securities are added for the computation of diluted net income per share on a GAAP basis in periods when Infinera has net income on a GAAP basis, as its inclusion provides a better indication of Infinera’s underlying business performance.
     

    For purposes of calculating GAAP diluted earnings per share, we used the following net loss and weighted average common shares outstanding (in thousands, except per share data):

        Three months ended   Nine months ended
        September
    28, 2024
      June 29,
    2024
      September
    30, 2023
      September
    28, 2024
      September
    30, 2023
    GAAP net loss for basic earnings per share   $ (14,313 )   $ (48,287 )   $ (9,413 )   $ (123,995 )   $ (38,086 )
    Interest expense related to the convertible senior notes, net of tax                              
    GAAP net loss for diluted earnings per share   $ (14,313 )   $ (48,287 )   $ (9,413 )   $ (123,995 )   $ (38,086 )
                         
    Weighted average basic common shares outstanding     235,832       234,349       228,077       233,905       225,465  
    Dilutive effect of restricted and performance share units                              
    Dilutive effect of 2024 convertible senior notes(a)                              
    Dilutive effect of 2027 convertible senior notes(b)                              
    Dilutive effect of 2028 convertible senior notes(c)                              
    Weighted average dilutive common shares outstanding     235,832       234,349       228,077       233,905       225,465  
                         
    GAAP net loss per common share:                    
    Basic   $ (0.06 )   $ (0.21 )   $ (0.04 )   $ (0.53 )   $ (0.17 )
    Diluted   $ (0.06 )   $ (0.21 )   $ (0.04 )   $ (0.53 )   $ (0.17 )
                                                 
      (a)    For the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were 1.4 million, 1.9 million and 1.9 million shares, respectively, excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect. For the nine-months ended September 28, 2024, and September 30, 2023, there were 1.7 million, and 7.1 million shares, respectively, excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect.
      (b)    For each of the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect. For each of the nine-months ended September 28, 2024, and September 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect.
      (c)    For each of the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were no shares excluded from the calculation of diluted net loss per share. For the nine-months ended September 28, 2024, there were no shares excluded from the calculation of diluted net loss per share. For the nine-months ended September 30, 2023, there were 1.2 million shares excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect.
    (9) The non-GAAP diluted shares include the potentially dilutive securities from Infinera’s stock-based benefit plans and convertible senior notes. These potentially dilutive securities are added for the computation of diluted net income per share on a non-GAAP basis in periods when Infinera has net income on a non-GAAP basis as its inclusion provides a better indication of Infinera’s underlying business performance. Refer to the diluted earnings per share reconciliation presented below.
       

    For purposes of calculating non-GAAP diluted earnings per share, we used the following net income (loss) and weighted average common shares outstanding (in thousands, except per share data):

            Three months ended   Nine months ended
            September 28, 2024   June 29, 2024   September 30, 2023   September 28, 2024   September 30, 2023
    Non-GAAP net income (loss) for basic earnings per share   $ 279   $ (13,976 )   $ 19,869   $ (51,953 )   $ 24,821  
    Interest expense related to the convertible senior notes, net of tax               1,359            
    Non-GAAP net income (loss) for diluted earnings per share   $ 279   $ (13,976 )   $ 21,228   $ (51,953 )   $ 24,821  
                             
    Weighted average basic common shares outstanding     235,832     234,349       228,077     233,905       225,465  
    Dilutive effect of restricted and performance share units     4,670           1,123           2,005  
    Dilutive effect of employee stock purchase plan                         70  
    Dilutive effect of 2024 convertible senior notes(a)               1,899            
    Dilutive effect of 2027 convertible senior notes(b)               26,120            
    Dilutive effect of 2028 convertible senior notes(c)                         1,195  
    Weighted average dilutive common shares outstanding     240,502     234,349       257,219     233,905       228,735  
                             
    Non-GAAP net income (loss) per common share:                    
    Basic   $ 0.00   $ (0.06 )   $ 0.09   $ (0.22 )   $ 0.11  
    Diluted   $ 0.00   $ (0.06 )   $ 0.08   $ (0.22 )   $ 0.11  
                                             
      (a)    For the three-months ended September 28, 2024, and June 29, 2024, there were 1.4 million, and 1.9 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the three-months ended September 30, 2023, there were no shares excluded from the calculation of diluted net income per share. For the nine-months ended September 28, 2024, and September 30, 2023, there were 1.7 million, and 7.1 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.
      (b)    For each of the three-months ended September 28, 2024, and June 29, 2024, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the three-months ended September 30, 2023, there were no shares excluded from the calculation of diluted net income per share. For each of the nine-months ended September 28, 2024, and September 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.
      (c)    For each of the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were no shares excluded from the calculation of diluted net income (loss) per share. For each of the nine-months ended September 28, 2024, and September 30, 2023, there were no shares excluded from the calculation of diluted net income (loss) per share.
    (10) Adjusted EBITDA is a non-GAAP supplemental measure of operating performance that does not represent and should not be considered an alternative to operating loss or cash flow from operations, as determined by GAAP. Infinera’s adjusted EBITDA is calculated by excluding the above non-GAAP adjustments, interest expense, net, other gain (loss), net, income tax effects and depreciation expenses. Management believes that adjusted EBITDA is an important financial measure for use in evaluating Infinera’s financial performance, as it measures the ability of our business operations to generate cash.
       

    Infinera Corporation
    GAAP to Non-GAAP Reconciliations
    (In thousands)
    (Unaudited) 

    Free Cash Flow

    We define free cash flow as net cash provided by (used in) operating activities in the period minus the purchase of property and equipment made in the period.

    Free cash flow is considered a non-GAAP financial measure under the SEC’s rules. Management believes that free cash flow is an important financial measure for use in evaluating Infinera’s financial performance, as it measures our ability to generate additional cash from our business operations. Free cash flow should be considered in addition to, rather than as a substitute for, net loss as a measure of our performance or net cash provided by (used in) operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations. Therefore, we believe it is important to view free cash flow as supplemental to our entire statement of cash flows.

        Three months ended   Nine months ended
        September
    28, 2024
      June 29,
    2024
      September
    30, 2023
      September
    28, 2024
      September
    30, 2023
    Net cash provided by (used in) operating activities   $ 44,563     $ (59,954 )   $ (29,793 )   $ 8,635     $ (30,142 )
    Purchase of property and equipment     (24,090 )     (14,582 )     (13,318 )     (46,748 )     (40,900 )
    Free cash flow   $ 20,473     $ (74,536 )   $ (43,111 )   $ (38,113 )   $ (71,042 )
     

    Infinera Corporation
    Condensed Consolidated Balance Sheets
    (In thousands, except par values)
    (Unaudited)

      September 28,
    2024
      December 30,
    2023
    ASSETS      
    Current assets:      
    Cash and cash equivalents $ 115,089     $ 172,505  
    Short-term restricted cash   42       517  
    Accounts receivable, net   288,265       381,981  
    Inventory   356,119       431,163  
    Prepaid expenses and other current assets   162,560       129,218  
    Total current assets   922,075       1,115,384  
    Property, plant and equipment, net   231,190       206,997  
    Operating lease right-of-use assets   39,359       39,973  
    Intangible assets, net   18,050       24,819  
    Goodwill   237,509       240,566  
    Long-term restricted cash   446       837  
    Other long-term assets   57,128       50,662  
    Total assets $ 1,505,757     $ 1,679,238  
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current liabilities:      
    Accounts payable $ 259,225     $ 299,005  
    Accrued expenses and other current liabilities   137,078       110,758  
    Accrued compensation and related benefits   48,683       85,203  
    Short-term debt, net   10,473       25,512  
    Accrued warranty   12,635       17,266  
    Deferred revenue   116,332       136,248  
    Total current liabilities   584,426       673,992  
    Long-term debt, net   667,205       658,756  
    Long-term accrued warranty   12,554       15,934  
    Long-term deferred revenue   21,626       21,332  
    Long-term deferred tax liability   1,770       1,805  
    Long-term operating lease liabilities   44,563       47,464  
    Other long-term liabilities   39,767       43,364  
    Commitments and contingencies      
    Stockholders’ equity:      
    Preferred stock, $0.001 par value
    Authorized shares – 25,000 and no shares issued and outstanding
             
    Common stock, $0.001 par value
    Authorized shares – 500,000 as of September 28, 2024 and December 30, 2023   
    Issued and outstanding shares – 236,296 as of September 28, 2024 and 230,994 as of December 30, 2023
      236       231  
    Additional paid-in capital   2,012,820       1,976,014  
    Accumulated other comprehensive loss   (30,409 )     (34,848 )
    Accumulated deficit   (1,848,801 )     (1,724,806 )
    Total stockholders’ equity   133,846       216,591  
    Total liabilities and stockholders’ equity $ 1,505,757     $ 1,679,238  
     

    Infinera Corporation
    Condensed Consolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)

      Nine months ended
      September 28,
    2024
      September 30,
    2023
    Cash Flows from Operating Activities:      
    Net loss $ (123,995 )   $ (38,086 )
    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
    Depreciation and amortization   46,744       59,403  
    Non-cash restructuring charges and other related costs   32       1,183  
    Amortization of debt issuance costs and discount   2,750       2,970  
    Operating lease expense   6,905       6,402  
    Stock-based compensation expense   38,721       49,393  
    Other, net   139       (683 )
    Changes in assets and liabilities:      
    Accounts receivable   92,364       89,248  
    Inventory   74,527       (82,983 )
    Prepaid expenses and other current assets   (48,141 )     16,811  
    Accounts payable   (57,127 )     (27,798 )
    Accrued expenses and other current liabilities   (5,386 )     (46,163 )
    Deferred revenue   (18,898 )     (59,839 )
    Net cash provided by (used in) operating activities   8,635       (30,142 )
    Cash Flows from Investing Activities:      
    Purchase of property and equipment   (46,748 )     (40,900 )
    Net cash used in investing activities   (46,748 )     (40,900 )
    Cash Flows from Financing Activities:      
    Proceeds from issuance of 2028 Notes, net of discount         98,751  
    Repayment of 2024 Notes   (18,747 )     (83,446 )
    Payment of debt issuance cost         (2,108 )
    Proceeds from asset-based revolving credit facility   50,000        
    Repayment of asset-based revolving credit facility   (40,000 )      
    Repayment of mortgage payable   (354 )     (381 )
    Principal payments on finance lease obligations   (469 )     (784 )
    Payment of term license obligation   (7,882 )     (7,720 )
    Proceeds from issuance of common stock   5       14,931  
    Tax withholding paid on behalf of employees for net share settlement   (1,860 )     (2,217 )
    Net cash (used in) provided by financing activities   (19,307 )     17,026  
    Effect of exchange rate changes on cash   (862 )     (8,551 )
    Net change in cash, cash equivalents and restricted cash   (58,282 )     (62,567 )
    Cash, cash equivalents and restricted cash at beginning of period   173,859       189,203  
    Cash, cash equivalents and restricted cash at end of period(1) $ 115,577     $ 126,636  
     

    Infinera Corporation
    Condensed Consolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)

      Nine months ended
      September 28,
    2024
      September 30,
    2023
    Supplemental disclosures of cash flow information:      
    Cash paid for income taxes, net $ 18,205   $ 9,955  
    Cash paid for interest $ 25,967   $ 21,579  
    Supplemental schedule of non-cash investing and financing activities:      
    Property and equipment included in accounts payable and accrued liabilities $ 26,779   $ 18,529  
    Transfer of inventory to fixed assets $   $ 1,207  
    Unpaid term licenses (included in accounts payable, accrued liabilities and other long-term liabilities) $ 16,380   $ 16,510  
                 
                 

    (1) Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets (in thousands):

      September 28,
    2024
      September 30,
    2023
    Cash and cash equivalents $ 115,089   $ 123,927  
    Short-term restricted cash   42     1,725  
    Long-term restricted cash   446     984  
    Total cash, cash equivalents and restricted cash $ 115,577   $ 126,636  
     

    Infinera Corporation
    Supplemental Financial Information
    (Unaudited)

          Q4’22   Q1’23   Q2’23   Q3’23   Q4’23   Q1’24   Q2’24   Q3’24
    GAAP Revenue $(Mil)   $ 485.9     $ 392.1     $ 376.2     $ 392.4     $ 453.5     $ 306.9     $ 342.7     $ 354.4  
    GAAP Gross Margin %     37.1 %     37.5 %     38.0 %     40.3 %     38.6 %     36.0 %     39.6 %     39.8 %
      Non-GAAP Gross Margin %(1)     38.7 %     38.8 %     39.3 %     41.9 %     39.6 %     36.6 %     40.3 %     40.4 %
    GAAP Revenue Composition:                                
    Domestic %     61 %     60 %     58 %     59 %     68 %     54 %     58 %     60 %
    International %     39 %     40 %     42 %     41 %     32 %     46 %     42 %     40 %
    Customers >10% of Revenue     1             1       1       1                   2  
    Cash Related Information:                                
    Cash from Operations $(Mil)   $ (0.6 )   $ (1.8 )   $ 1.4     $ (29.7 )   $ 79.6     $ 24.0     $ (59.9 )   $ 44.5  
    Capital Expenditures $(Mil)   $ 8.3     $ 16.8     $ 10.8     $ 13.3     $ 21.4     $ 8.1     $ 14.6     $ 24.0  
    Depreciation & Amortization $(Mil)   $ 19.8     $ 19.6     $ 19.8     $ 20.0     $ 19.4     $ 15.4     $ 15.6     $ 15.7  
    DSOs(2)     79       78       79       76       77       79       76       74  
    Inventory Metrics:                                
    Raw Materials $(Mil)   $ 48.7     $ 67.6     $ 85.4     $ 110.4     $ 133.6     $ 132.5     $ 119.4     $ 105.2  
    Work in Process $(Mil)   $ 66.6     $ 71.8     $ 71.9     $ 69.9     $ 68.4     $ 68.6     $ 68.7     $ 67.6  
    Finished Goods $(Mil)   $ 259.6     $ 273.6     $ 270.1     $ 276.6     $ 229.2     $ 219.6     $ 196.1     $ 183.3  
    Total Inventory $(Mil)   $ 374.9     $ 413.0     $ 427.4     $ 456.9     $ 431.2     $ 420.7     $ 384.2     $ 356.1  
    Inventory Turns(3)     3.4       2.4       2.2       2.1       2.5       1.8       2.0       2.3  
    Worldwide Headcount     3,267       3,351       3,365       3,369       3,389       3,323       3,334       3,340  
    Weighted Average Shares Outstanding (in thousands):                                
    Basic     219,921       222,393       225,922       228,077       230,509       231,533       234,349       235,832  
    Diluted     258,030       265,921       262,712       257,219       259,210       260,980       265,591       267,999  
       
    (1) Non-GAAP adjustments include stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs and warehouse fire recovery. For a description of this non-GAAP financial measure, please see the section titled, “GAAP to Non-GAAP Reconciliations” of this press release for a reconciliation to the most directly comparable GAAP financial measures. For reconciliations of prior periods that are not otherwise provided herein, see the prior period earnings releases available on our Investor Relations webpage.
    (2) Infinera calculates DSO based on 91 days. Fiscal year 2022 was 53 weeks and the fourth quarter of fiscal year 2022 was 98 days. When calculation is based on 98 days, DSO was 85 days for the fourth quarter of fiscal year 2022.
    (3) Infinera calculates non-GAAP inventory turns as annualized non-GAAP cost of revenue, which is calculated as GAAP cost of revenue less stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs and warehouse fire recovery, as illustrated in the reconciliation of gross profit above, divided by the average inventory for the quarter.
       

    The MIL Network

  • MIL-OSI: Key Tronic Corporation Announces Results for the First Quarter of Fiscal Year 2025

    Source: GlobeNewswire (MIL-OSI)

    SPOKANE VALLEY, Wash., Nov. 05, 2024 (GLOBE NEWSWIRE) — Key Tronic Corporation (Nasdaq: KTCC), a provider of electronic manufacturing services (EMS), today announced its results for the quarter ended September 28, 2024.

    For the first quarter of fiscal year 2025, Key Tronic reported total revenue of $131.6 million, compared to $150.1 million in the same period of fiscal year 2024. Revenue in the first quarter of fiscal year 2025 was adversely impacted by customer-driven design and qualification delays of three programs that we believe impacted revenue by approximately $9 million. These delays have since been resolved on two of these programs and shipments have resumed in the second quarter.   Production in Key Tronic’s Mexico facilities in the first quarter of fiscal year 2025 increased by approximately 10% sequentially from the prior quarter.  

    The Company saw significant improvement in its production efficiencies compared to the first quarter of fiscal year 2024, primarily as a result of recent headcount reductions, continued improvements in the supply chain and a favorable decline in the exchange rate of the Mexican Peso. Gross margins were 10.1% and operating margins were 3.4% in the first quarter of fiscal year 2025, up from 7.2% and 2.2%, respectively, in the same period of fiscal year 2024.

    Net income was $1.1 million or $0.10 per share for the first quarter of fiscal year 2025, compared to net income of $0.3 million or $0.03 per share for the same period of fiscal year 2024.   Adjusted net income was $1.2 million or $0.11 per share for the first quarter of fiscal year 2025, compared to $0.0 million or $0.00 per share for the same period of fiscal year 2024. See “Non-GAAP Financial Measures,” below for additional information about adjusted net income and adjusted net income per share.

    “While we did not meet revenue expectations in our first quarter of fiscal 2025 due to unavoidable delays for a few programs, we are pleased to see our improved operating efficiencies, margins, and liquidity,” said Brett Larsen, President and CEO. “The recent workforce reductions in Mexico, trimming of non-profitable programs, and making a concerted effort to improve working capital are starting to pay off.   We also continued to reduce our inventories, which are now much more in line with our revenue levels. Over the longer term, we expect that these strategic changes will improve our overall profitability.”  

    “During the first quarter, we also continued to win new business, including new programs in manufacturing equipment, vehicle lighting, and commercial pest control.   We believe we are well positioned for increased growth and profitability in coming periods.”

    The financial data presented for the first quarter of fiscal 2025 should be considered preliminary and could be subject to change, as the Company’s independent auditor has not completed their review procedures.

    Business Outlook

    For the second quarter of fiscal 2025, Key Tronic expects to report revenue in the range of $130 million to $140 million and earnings in the range $0.05 to $0.15 per diluted share. These expected results assume an effective tax rate of 20% in the coming quarter.

    Conference Call

    Key Tronic will host a conference call to discuss its financial results at 2:00 PM Pacific (5:00 PM Eastern) today. A broadcast of the conference call will be available at www.keytronic.com under “Investor Relations” or by calling 888-394-8218 or +1-313-209-4906 (Access Code: 7268667). The Company will also reference accompanying slides that can be viewed with the webcast at www.keytronic.com under “Investor Relations”. A replay will be available at www.keytronic.com under “Investor Relations”.

    About Key Tronic

    Key Tronic is a leading contract manufacturer offering value-added design and manufacturing services from its facilities in the United States, Mexico, China and Vietnam. The Company provides its customers with full engineering services, materials management, worldwide manufacturing facilities, assembly services, in-house testing, and worldwide distribution. Its customers include some of the world’s leading original equipment manufacturers. For more information about Key Tronic visit: www.keytronic.com

    Forward-Looking Statements

    Some of the statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to those including such words as aims, anticipates, believes, continues, estimates, expects, hopes, intends, plans, predicts, projects, targets, will, or would, similar verbs, or nouns corresponding to such verbs, which may be forward looking. Forward-looking statements also include other passages that are relevant to expected future events, performances, and actions or that can only be fully evaluated by events that will occur in the future. Forward-looking statements in this release include, without limitation, the Company’s statements regarding its expectations with respect to financial conditions and results, including revenue and earnings, cost savings from headcount reduction and the Mexican Peso exchange rate, demand for certain products and the effectiveness of some of its programs, business from customers and programs, and impacts from operational streamlining and efficiencies. There are many factors, risks and uncertainties that could cause actual results to differ materially from those predicted or projected in forward-looking statements, including but not limited to: the future of the global economic environment and its impact on our customers and suppliers; the availability of components from the supply chain; the availability of a healthy workforce; the accuracy of suppliers’ and customers’ forecasts; development and success of customers’ programs and products; timing and effectiveness of ramping of new programs; success of new-product introductions; the risk of legal proceedings or governmental investigations relating to the previously reported financial statement restatements and related material weaknesses, the May 2024 cybersecurity incident and the subject of the internal investigation by the Company’s Audit Committee and related or other unrelated matters; acquisitions or divestitures of operations or facilities; technology advances; changes in pricing policies by the Company, its competitors, customers or suppliers; impact of new governmental legislation and regulation, including tax reform, tariffs and related activities, such trade negotiations and other risks; and other factors, risks, and uncertainties detailed from time to time in the Company’s SEC filings.

    Non-GAAP Financial Measures

    To supplement our consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States (GAAP), we use certain non-GAAP financial measures, adjusted net income and adjusted net income per share, diluted. We provide these non-GAAP financial measures because we believe they provide greater transparency related to our core operations and represent supplemental information used by management in its financial and operational decision making. We exclude (or include) certain items in our non-GAAP financial measures as we believe the net result is a measure of our core business. We believe this facilitates operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain income and expense items that would not otherwise be apparent on a GAAP basis. Non-GAAP performance measures should be considered in addition to, and not as a substitute for, results prepared in accordance with GAAP. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Our non-GAAP financial measures may be different from those reported by other companies. See the table below entitled “Reconciliation of GAAP to non-GAAP measures” for reconciliations of adjusted net income to the most directly comparable GAAP measure, which is GAAP net income, and the computation of adjusted net income per share, diluted.

     
    KEY TRONIC CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended
      September 28, 2024   September 30, 2023
    Net sales $ 131,558     $ 150,112  
    Cost of sales   118,255       139,250  
    Gross profit   13,303       10,862  
    Research, development and engineering expenses   2,289       2,241  
    Selling, general and administrative expenses   6,570       5,784  
    Gain on insurance proceeds, net of losses         (431 )
    Total operating expenses   8,859       7,594  
    Operating income   4,444       3,268  
    Interest expense, net   3,263       3,011  
    Income before income taxes   1,181       257  
    Income tax (benefit) provision   57       (78 )
    Net income $ 1,124     $ 335  
    Net income per share — Basic $ 0.10     $ 0.03  
    Weighted average shares outstanding — Basic   10,762       10,762  
    Net income per share — Diluted $ 0.10     $ 0.03  
    Weighted average shares outstanding — Diluted   10,762       11,003  
     
    KEY TRONIC CORPORATION AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    (In thousands)
    (Unaudited)
     
        September 28, 2024   June 29, 2024
    ASSETS        
    Current assets:        
    Cash and cash equivalents   $ 6,555     $ 4,752  
    Trade receivables, net of credit losses of $3,129 and $2,918     133,984       132,559  
    Contract assets     23,626       21,250  
    Inventories, net     95,845       105,099  
    Other, net of credit losses of $1,642 and $1,679     28,273       24,739  
    Total current assets     288,283       288,399  
    Property, plant and equipment, net     27,910       28,806  
    Operating lease right-of-use assets, net     14,612       15,416  
    Other assets:        
    Deferred income tax asset     18,394       17,376  
    Other     6,735       5,346  
    Total other assets     25,129       22,722  
    Total assets   $ 355,934     $ 355,343  
    LIABILITIES AND SHAREHOLDERSEQUITY        
    Current liabilities:        
    Accounts payable   $ 83,768     $ 79,394  
    Accrued compensation and vacation     6,870       6,510  
    Current portion of long-term debt     3,057       3,123  
    Other     18,450       15,149  
    Total current liabilities     112,145       104,176  
    Long-term liabilities:        
    Long-term debt, net     109,675       116,383  
    Operating lease liabilities     9,573       10,312  
    Deferred income tax liability     74       263  
    Other long-term obligations     124       219  
    Total long-term liabilities     119,446       127,177  
    Total liabilities     231,591       231,353  
    Shareholders’ equity:        
    Common stock, no par value—shares authorized 25,000; issued and outstanding 10,762 and 10,762 shares, respectively     47,351       47,284  
    Retained earnings     78,045       76,921  
    Accumulated other comprehensive income (loss)     (1,053 )     (215 )
    Total shareholders’ equity     124,343       123,990  
    Total liabilities and shareholders’ equity   $ 355,934     $ 355,343  
             
    KEY TRONIC CORPORATION AND SUBSIDIARIES
    Reconciliation of GAAP to non-GAAP measures
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended
      September 28, 2024   September 30, 2023
    GAAP net income $ 1,124     $ 335  
    Gain on insurance proceeds (net of losses)         (431 )
    Stock-based compensation expense   67       59  
    Income tax effect of non-GAAP adjustments (1)   (13 )     74  
    Adjusted net income: $ 1,178     $ 37  
           
    Adjusted net income per share — non-GAAP Diluted $ 0.11     $ 0.00  
    Weighted average shares outstanding — Diluted   10,762       11,003  
           
    (1) Income tax effects are calculated using an effective tax rate of 20%, which approximates the statutory GAAP tax rate for the presented periods.
             
    CONTACTS:   Tony Voorhees   Michael Newman
        Chief Financial Officer   Investor Relations
        Key Tronic Corporation   StreetConnect
        (509)-927-5345   (206) 729-3625

    The MIL Network

  • MIL-OSI: Wilmington Announces 2024 Third Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, Nov. 05, 2024 (GLOBE NEWSWIRE) — Wilmington Capital Management Inc. (TSX: WCM.A, WCM.B) (“Wilmington” or the “Corporation”) reported net income for the three months ended September 30, 2024, of $0.05 million or $0.00 per share and net income for the nine months ended September 30, 2024 of $1.2 million or $0.09 per share, compared to net income of $2.4 million or $0.19 per share and $2.5 million and $0.20 per share for the same periods in 2023.

    A summary of the Corporation’s activities is set out below:

    Overview
    During the past 15 months the Corporation has monetized several of its investments in order to unlock the embedded value, which had been substantially realized, simplify its business, return capital to its shareholders and pursue transactions better suited to creating value and liquidity for shareholders.

    On May 7, 2024, the Corporation paid a special dividend and a return of capital distribution totaling $2.75 per Class A and Class B share, or $33.9 million. Class A shareholders received $1.25 per Class A share as a return of capital and $1.50 as an eligible dividend. Class B shareholders received $1.12 per Class B share as a return of capital and $1.63 as an eligible dividend.

    On August 7, 2024, the Shareholders of the Corporation approved the disposition of all or substantially all of the assets of the Corporation. The Corporation completed the sale of the assets of Bow City 2 Limited Partnership (“Bow City Seton”), a wholly owned subsidiary of the Corporation on August 30, 2024. The assets were sold on a cost recovery basis. On November 1, 2024, the Corporation completed the sale of its interest in the Sunchaser RV Resorts Limited Partnership (“Sunchaser Partnership”) for proceeds of $ 4.7 million. The Corporation is evaluating options to sell its 18.2% interest in the Bay Moorings Partnership, which is its remaining asset. The Bay Moorings Partnership is reviewing various options to repay advances made by the Corporation. The Corporation estimates that the sale of its interest in the Bay Moorings Partnership together with the repayment of advances will generate proceeds of approximately $5.5 million.

    Outlook
    The Corporation has taken great strides to reassess its business opportunities in the context of a changing economic environment, simplify its business, and reward shareholders for their support through the payment of dividends and return of capital. As at November 5, 2024, and taking into account the sale of the Corporation’s investment in the Sunchaser Partnership, the Corporation had cash on hand of approximately $32 million. At the completion of monetizing its remaining investments, the Corporation expects to have cash on hand, net of liabilities, of $35 million. The Corporation is actively seeking out opportunities to scale its public platform through transactions which will create value and liquidity for shareholders.  

    CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
     
    (unaudited) Three months ended
    September 30
      Nine months ended
    September 30,
     
    ($ thousands, except per share amounts) 2024   2023   2024   2023  
    Revenues        
    Management fee revenue 240   305   640   640  
    Interest, distributions and other income 315   1,022   1,401   2,660  
      555   1,327   2,041   3,300  
    Expenses        
    General and administrative (440 ) (423 ) (1,887 ) (1,331 )
    Amortization (7 ) (7 ) (21 ) (21 )
    Finance costs (1 ) (2 ) (4 ) (5 )
    Stock-based compensation   (23 ) (18 ) (94 )
      (448 ) (455 ) (1,930 ) (1,451 )
    Fair value adjustments and other activities        
    Fair value changes to investments (30 ) 1,700   164   1,180  
    Gain from dispositions     947    
    Equity accounted income (loss)   19     (6 )
      (30 ) 1,719   1,111   1,174  
    Income before income taxes 77   2,591   1,222   3,023  
    Current income tax expense (20 ) (347 ) (481 ) (540 )
    Deferred income tax recovery   140   453   37  
    Provision for income taxes (20 ) (207 ) (28 ) (503 )
    Net income 57   2,384   1,194   2,520  
    Other comprehensive income        
    Items that will not be reclassified to net income (loss):        
    Fair value changes to investments   (518 )   (688 )
    Related income taxes   (30 ) 36   (17 )
    Other comprehensive income (loss), net of income taxes   (548 ) 36   (705 )
    Comprehensive income 57   1,836   1,230   1,815  
             
    Net income per share        
    Basic   0.19   0.09   0.20  
    Diluted   0.19   0.09   0.20  
     
    CONSOLIDATED BALANCE SHEETS
     
    (unaudited) September 30,   December 31,  
    ($ thousands) 2024   2023  
             
    Assets        
    NON-CURRENT ASSETS        
    Investment in Maple Leaf Partnerships 910   22,910  
    Investment in Sunchaser Partnership   4,700  
    Investment in Energy Securities   7,584  
    Land held for development   6,632  
    Right-of-use asset 42   64  
      952   41,890  
    CURRENT ASSETS        
    Cash 27,849   10,664  
    Short term securities   17,000  
    Amounts receivable and other 5,423   4,616  
    Asset classified as held for sale 4,670    
    Total assets 38,894   74,170  
             
    Liabilities        
    NON-CURRENT LIABILITIES        
    Deferred income tax liabilities 196   1,773  
    Lease liabilities 70   85  
      266   1,858  
    CURRENT LIABILITIES        
    Lease liabilities 38   38  
    Income taxes payable 905   171  
    Amounts payable and other 607   800  
    Total liabilities 1,816   2,867  
             
    Equity        
    Shareholders’ equity 35,619   51,324  
    Contributed surplus   1,132  
    Retained earnings 1,240   10,364  
    Accumulated other comprehensive income 219   8,483  
    Total equity 37,078   71,303  
    Total liabilities and equity 38,894   74,170  
       

    Executive Officers of the Corporation will be available at 403-705-8038 to answer any questions on the Corporation’s financial results.

    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND OTHER MEASUREMENTS
    Certain statements included in this document may constitute forward-looking statements or information under applicable securities legislation. Forward-looking statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the operations, business, financial conditions, expected financial results, performance, opportunities, priorities, ongoing objectives, strategies and outlook of the Corporation and its investee entities and contain words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, or similar expressions and statements relating to matters that are not historical facts constitute “forward-looking information” within the meaning of applicable Canadian securities legislation.

    While the Corporation believes the anticipated future results, performance or achievements reflected or implied in those forward-looking statements are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond the Corporation’s control, which may cause the actual results, performance and achievements of the Corporation to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

    Factors and risks that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include but are not limited to: the ability of management of Wilmington and its investee entities to execute its and their business plans; availability of equity and debt financing and refinancing within the equity and capital markets; strategic actions including dispositions; business competition; delays in business operations; the risk of carrying out operations with minimal environmental impact; industry conditions including changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; operational matters related to investee entities business; incorrect assessments of the value of acquisitions; fluctuations in interest rates; stock market volatility; general economic, market and business conditions; risks associated with existing and potential future law suits and regulatory actions against Wilmington and its investee entities; uncertainties associated with regulatory approvals; uncertainty of government policy changes; uncertainties associated with credit facilities; changes in income tax laws, tax laws; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the effect of applying future accounting changes; and other risks, factors and uncertainties described elsewhere in this document or in Wilmington’s other filings with Canadian securities regulatory authorities.

    The foregoing list of important factors that may affect future results is not exhaustive. When relying on the forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the Corporation undertakes no obligation to publicly update or revise any forward-looking statements or information, that may be as a result of new information, future events or otherwise. These forward-looking statements are effective only as of the date of this document.

    The MIL Network

  • MIL-OSI Security: Twelve Indicted in Connection with Violent Drug Trafficking Gang That Distributed Fentanyl in Seattle and Everett

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

    Group referred to two distribution sites in U District of Seattle as “the House” and “the Office” – Leader shot dead outside one location earlier this year

    Seattle – A coordinated law enforcement operation over the last 48 hours has resulted in eleven arrests of members of a drug trafficking ring that set up shop in the University District of Seattle, announced U.S. Attorney Tessa M. Gorman. A year-long wire-tap investigation led to the indictment of 11 defendants on drug distribution and weapons charges. A twelfth defendant with ties to the organization was indicted on illegal weapons possession in connection with a deadly shooting at a Hookah bar in South Seattle. The defendants arrested over the last two days have or will be making appearances in U.S. District Court in Seattle.

    “These defendants were prolific fentanyl dealers who were frequently armed when guarding their stash or distributing their drugs,” said U.S. Attorney Gorman. “The danger to the community cannot be overstated in this case. The leader of the drug crew was gunned down last summer – right in front of one of the U District locations where members of the crew distributed their poison, and continued do so, following the deadly shooting.”

    “This operation exemplifies the power of collaboration among law enforcement agencies at all levels,” said Special Agent in Charge Robert Hammer, who oversees HSI operations in the Pacific Northwest. “By uniting our resources and expertise, we have successfully dismantled a criminal network that has endangered our communities through violent acts and the distribution of fentanyl. Together, we will continue to fight against violent crime and protect the lives of our citizens.”

    “There’s no true relief for those who have lost loved ones to drug-related crime or rising overdoses,” said Assistant Special Agent in Charge Carrie Nordyke of IRS-CI Seattle. “We stand with our law enforcement partners to stop groups that profit from the fentanyl epidemic by following the money.”

    Thirty-one locations were searched yesterday by some 600 law enforcement officers from ten different agencies. A total of eleven people were arrested: nine of those indicted and two additional defendants were arrested on criminal complaints.

    Three defendants are indicted for both gun and drug crimes:

    Cooper Sherman, aka “Coop,” 27, of Seattle is charged with conspiracy, two counts of possessing fentanyl with intent to distribute, one count of possessing a firearm in furtherance of a drug trafficking crime, and one count of carrying a firearm during and in relation to a drug trafficking crime.

    Alvin Whiteside, aka “Mafia, 51, of Federal Way is charged with conspiracy, one count of possessing fentanyl with intent to distribute, and one count of carrying a firearm during and in relation to a drug trafficking crime. Whiteside is in state custody and will be transferred to federal custody.

    Muhamed Ceesay, aka “Mo,” 27, of Lynnwood is charged with conspiracy, two counts of distributing fentanyl, one count of possessing fentanyl with intent to distribute, and one count of possessing a firearm in furtherance of a drug trafficking crime. Ceesay remains a fugitive.

    These eight defendants are charged in the indictment for the drug conspiracy and various drug distribution crimes:

    Ali Kuyateh, aka “Pops,” 49, of Seattle

    Lamin Saho aka “Buck,” 38, of Everett, Washington

    Oche Poston, 31, of Everett, Washington

    Jaquan Means, 45, of Bellevue, Washington

    Dominque Sanders, 34, of Everett, Washington – remains a fugitive.

    Patrick Smith, 27 of Edmonds, Washington – remains a fugitive.

    Matthew Robinson, 37, of Everett, Washington

    Yohannes Wondimagegnehu, aka “Jon,” 35, of Seattle

    Finally, Khaliil Ahmed, aka “Bossup,” 26, of Kent, Washington, was identified as someone who supplied guns to members of the conspiracy. He is charged in a separate indictment with three counts of illegal possession of firearms, and one count of illegal possession of ammunition. Two of the charges relate to guns he possessed on August 20, 2023, at the time of a fatal shooting at a hookah bar in South Seattle. Ahmed was injured in the shooting and three others were killed. The final two charges relate to a firearm and ammunition he possessed on May 30, 2024. Ahmed is prohibited from possessing firearms due to a 2022 conviction for illegally possessing firearms.

    Two defendants – Anteneh Tesfaye, 39, of Edmonds, Washington, and Michael Janisch, 25, of Mercer Island, Washington, were arrested on criminal complaints.

    Over the course of the investigation law enforcement has seized more than 19 kg of fentanyl, 12 firearms, and more than $130,000 in cash. In the operations yesterday they seized over 50 firearms to include fully automatic weapons and handguns with Glock switches; thousands of rounds of ammunition, including high capacity drum magazines, and armor-piercing rounds; several hundred thousand dollars of bulk cash and jewelry; 1 kilogram of fentanyl and 4 kilograms of cocaine.

    The charges contained in the indictments are only allegations.  A person is presumed innocent unless and until he or she is proven guilty beyond a reasonable doubt in a court of law.

    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 .

    This investigation was led by Homeland Security Investigations (HSI), with significant participation by Seattle Police Department (SPD), Internal Revenue Service Criminal Investigation (IRS-CI), Washington State Patrol (WSP), FBI, Drug Enforcement Administration (DEA), Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF), U.S. Customs and Border Protection (CBP) Office of Field Operations, Customs and Border Protection Air and Marine Operations, U.S. Border Patrol, the King County Sheriff’s Office, the Bellevue Police Department, U.S. Marshals Service (USMS), Everett Police Department, Renton Police Department, U.S. Food and Drug Administration (FDA), Washington State National Guard, Washington State Gambling Commission, Yakima County Law Enforcement Against Drugs (L.E.A.D) Narcotics and Gang Task Force, and Northwest High Intensity Drug Trafficking Area (HIDTA).

    The case is being prosecuted by Assistant United States Attorneys Michelle Jensen and Joseph Silvio.

    MIL Security OSI

  • MIL-OSI: Microchip Technology Announces Financial Results for Second Quarter of Fiscal Year 2025

    Source: GlobeNewswire (MIL-OSI)

    • Net sales of $1.164 billion, down 6.2% sequentially and down 48.4% from the year ago quarter. The midpoint of our guidance provided on August 1, 2024 was net sales of $1.150 billion.
    • Revenue, gross profit and non-GAAP gross profit were positively impacted by a $13.3 million legal settlement. This settlement also positively impacted GAAP and non-GAAP EPS by $0.02 per diluted share.
    • On a GAAP basis: gross profit of 57.4%; operating income of $146.6 million and 12.6% of net sales; net income of $78.4 million; and EPS of $0.14 per diluted share. Our guidance provided on August 1, 2024 was for GAAP EPS of $0.10 to $0.14 per diluted share.
    • On a Non-GAAP basis: gross profit of 59.5%; operating income of $340.8 million and 29.3% of net sales; net income of $250.2 million; and EPS of $0.46 per diluted share. Our guidance provided on August 1, 2024 was for Non-GAAP EPS of $0.40 to $0.46 per diluted share.
    • Returned approximately $261.0 million to stockholders in the September quarter through dividends of $243.7 million and the repurchase of $17.3 million, or 0.2 million shares of our common stock, at an average price of $76.86 per share under our previously announced $4.0 billion stock buyback program. Cumulatively repurchased $2.444 billion, or 31.4 million shares, over the last twelve quarters.
    • Record quarterly dividend declared today for the December quarter of 45.5 cents per share, an increase of 3.6% from the year ago quarter.

    CHANDLER, Ariz., Nov. 05, 2024 (GLOBE NEWSWIRE) — (NASDAQ: MCHP) – Microchip Technology Incorporated, a leading provider of smart, connected, and secure embedded control solutions, today reported results for the three months ended September 30, 2024, as summarized in the table below.

      Three Months Ended September 30, 2024(1)
    Net sales $1,163.8      
      GAAP % Non-GAAP(2) %
    Gross profit $668.5 57.4% $692.9 59.5%
    Operating income $146.6 12.6% $340.8 29.3%
    Other expense $(55.1)   $(53.3)  
    Income tax provision $13.1   $37.3  
    Net income $78.4 6.7% $250.2 21.5%
    Net income per diluted share $0.14   $0.46  
             

    (1) In millions, except per share amounts and percentages of net sales.
    (2) See the “Use of Non-GAAP Financial Measures” section of this release.

    Net sales for the second quarter of fiscal 2025 were $1.164 billion, down 48.4% from net sales of $2.254 billion in the prior year’s second fiscal quarter.

    GAAP net income for the second quarter of fiscal 2025 was $78.4 million, or $0.14 per diluted share, down from GAAP net income of $666.6 million, or $1.21 per diluted share, in the prior year’s second fiscal quarter. For the second quarters of fiscal 2025 and fiscal 2024, GAAP net income was adversely impacted by amortization of acquired intangible assets associated with our previous acquisitions.

    Non-GAAP net income for the second quarter of fiscal 2025 was $250.2 million, or $0.46 per diluted share, down from non-GAAP net income of $889.3 million, or $1.62 per diluted share, in the prior year’s second fiscal quarter. For the second quarters of fiscal 2025 and fiscal 2024, our non-GAAP results exclude the effect of share-based compensation, cybersecurity incident expenses, other manufacturing adjustments, expenses related to our acquisition activities (including intangible asset amortization, severance, and other restructuring costs, and legal and other general and administrative expenses associated with acquisitions including legal fees and expenses for litigation and investigations related to our Microsemi acquisition), professional services associated with certain legal matters, and losses on the settlement of debt. For the second quarters of fiscal 2025 and fiscal 2024, our non-GAAP income tax expense is presented based on projected cash taxes for the applicable fiscal year, excluding transition tax payments under the Tax Cuts and Jobs Act. A reconciliation of our non-GAAP and GAAP results is included in this press release.

    Microchip announced today that its Board of Directors declared a record quarterly cash dividend on its common stock of 45.5 cents per share, up 3.6% from the year ago quarter. The quarterly dividend is payable on December 6, 2024 to stockholders of record on November 22, 2024.

    “Our September quarter results were consistent with our guidance, as we continued to navigate through an inventory correction that’s occurring in the midst of macro weakness for many manufacturing businesses, accentuated by heightened weakness in our European business which is concentrated with Industrial and Automotive customers,” said Ganesh Moorthy, President and Chief Executive Officer. “The ‘green shoots’ we saw in recent quarters have progressed unevenly with essentially flat sequential bookings, normalized cancellation rates and much higher expedite requests, which we believe are all positive signs for a potential bottom formation despite limited visibility.”

    Eric Bjornholt, Microchip’s Chief Financial Officer, said, “Our September quarter results reflect continued customer destocking efforts and sluggish end-market demand. We are maintaining strong cost discipline and balance sheet management while taking actions to ensure operational readiness for the anticipated market recovery.”

    Rich Simoncic, Microchip’s Chief Operating Officer, said, “Our Total System Solutions approach is driving strong execution and seeing growing adoption in AI-accelerated servers in the data center markets. Our PCIe switches, SSD controllers, CXL solutions, and associated power and timing products are key to continuing to strengthen our data center portfolio. With our expanding capabilities, we believe we are well-positioned to capitalize on opportunities in this growth market.”

    Mr. Moorthy concluded, “For the December quarter, we expect net sales between $1.025 billion and $1.095 billion. While substantial inventory destocking has occurred, we continue to face macro uncertainties in what is historically our seasonally weakest quarter. Our design-in momentum continues to remain strong, driven by our Total System Solutions strategy and key market megatrends.”

    Third Quarter Fiscal Year 2025 Outlook:

    The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially.

      Microchip Consolidated Guidance
    Net Sales $1.025 to $1.095 billion    
      GAAP Non-GAAP Adjustments(1) Non-GAAP(1)
    Gross Profit 56.2% to 58.1% $8.4 to $9.4 million 57.0% to 59.0%
    Operating Expenses(2) 49.1% to 51.4% $170.0 to $174.0 million 33.2% to 34.8%
    Operating Income 4.8% to 9.1% $178.4 to $183.4 million 22.2% to 25.8%
    Other Expense, net $69.3 to $69.7 million ($0.2) to $0.2 million $69.5 million
    Income Tax Provision $1.0 to $13.0 million(3) $12.6 to $21.1 million $22.1 to $25.6 million(4)
    Net Income (loss) ($21.1) to $16.5 million $157.0 to $170.9 million $135.9 to $187.4 million
    Diluted Common Shares Outstanding Approximately 537.3 to 543.0 million shares   Approximately 543.0 million shares
    Earnings (Loss) per Diluted Share ($0.04) to $0.03 $0.29 to $0.32 $0.25 to $0.35
           
    (1)  See the “Use of Non-GAAP Financial Measures” section of this release for information regarding our non-GAAP guidance.
    (2) We are not able to estimate the amount of certain Special Charges and Other, net that may be incurred during the quarter ending December 31, 2024. Therefore, our estimate of GAAP operating expenses excludes certain amounts that may be recognized as Special Charges and Other, net in the quarter ending December 31, 2024.
    (3) The forecast for GAAP tax expense excludes any unexpected tax events that may occur during the quarter, as these amounts cannot be forecasted.
    (4) Represents the expected cash tax rate for fiscal 2025, excluding any transition tax payments associated with the Tax Cuts and Jobs Act.
       

    Capital expenditures for the quarter ending December 31, 2024 are expected to be about $20 million. Capital expenditures for all of fiscal 2025 are expected to be about $150 million. We are selectively adding capital equipment to maintain, grow and operate our internal manufacturing capabilities to support the expected growth of our business.

    Under the GAAP revenue recognition standard, we are required to recognize revenue when control of the product changes from us to a customer or distributor. We focus our sales and marketing efforts on creating demand for our products in the end markets we serve and not on moving inventory into our distribution network. We also manage our manufacturing and supply chain operations, including our distributor relationships, towards the goal of having our products available at the time and location the end customer desires.

    Use of Non-GAAP Financial Measures:  Our non-GAAP adjustments, where applicable, include the effect of share-based compensation, cybersecurity incident expenses, other manufacturing adjustments, expenses related to our acquisition activities (including intangible asset amortization, severance, and other restructuring costs, and legal and other general and administrative expenses associated with acquisitions including legal fees and expenses for litigation and investigations related to our Microsemi acquisition), professional services associated with certain legal matters, and losses on the settlement of debt. For the second quarters of fiscal 2025 and fiscal 2024, our non-GAAP income tax expense is presented based on projected cash taxes for the fiscal year, excluding transition tax payments under the Tax Cuts and Jobs Act.

    We are required to estimate the cost of certain forms of share-based compensation, including employee stock options, restricted stock units, and our employee stock purchase plan, and to record a commensurate expense in our income statement. Share-based compensation expense is a non-cash expense that varies in amount from period to period and is affected by the price of our stock at the date of grant. The price of our stock is affected by market forces that are difficult to predict and are not within the control of management. Our other non-GAAP adjustments are either non-cash expenses, unusual or infrequent items, or other expenses related to transactions. Management excludes all of these items from its internal operating forecasts and models.

    We are using non-GAAP operating expenses in dollars, including non-GAAP research and development expenses and non-GAAP selling, general and administrative expenses, non-GAAP other expense, net, and non-GAAP income tax rate, which exclude the items noted above, as applicable, to permit additional analysis of our performance.

    Management believes these non-GAAP measures are useful to investors because they enhance the understanding of our historical financial performance and comparability between periods. Many of our investors have requested that we disclose this non-GAAP information because they believe it is useful in understanding our performance as it excludes non-cash and other charges that many investors feel may obscure our underlying operating results. Management uses non-GAAP measures to manage and assess the profitability of our business and for compensation purposes. We also use our non-GAAP results when developing and monitoring our budgets and spending. Our determination of these non-GAAP measures might not be the same as similarly titled measures used by other companies, and it should not be construed as a substitute for amounts determined in accordance with GAAP. There are limitations associated with using these non-GAAP measures, including that they exclude financial information that some may consider important in evaluating our performance. Management compensates for this by presenting information on both a GAAP and non-GAAP basis for investors and providing reconciliations of the GAAP and non-GAAP results.

    Generally, gross profit fluctuates over time, driven primarily by the mix of products sold and licensing revenue; variances in manufacturing yields; fixed cost absorption; wafer fab loading levels; costs of wafers from foundries; inventory reserves; pricing pressures in our non-proprietary product lines; and competitive and economic conditions. Operating expenses fluctuate over time, primarily due to net sales and profit levels.

    Diluted Common Shares Outstanding can vary for, among other things, the trading price of our common stock, the exercise of options or vesting of restricted stock units, the potential for incremental dilutive shares from our convertible debentures (additional information regarding our share count is available in the investor relations section of our website under the heading “Supplemental Financial Information”), and repurchases or issuances of shares of our common stock. The diluted common shares outstanding presented in the guidance table above assumes an average Microchip stock price in the December 2024 quarter between $75 and $85 per share (however, we make no prediction as to what our actual share price will be for such period or any other period and we cannot estimate what our stock option exercise activity will be during the quarter).

    MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (in millions, except per share amounts; unaudited)
     
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Net sales $ 1,163.8     $ 2,254.3     $ 2,405.1     $ 4,542.9  
    Cost of sales   495.3       726.9       999.7       1,457.1  
    Gross profit   668.5       1,527.4       1,405.4       3,085.8  
                   
    Research and development   240.7       292.6       482.4       591.1  
    Selling, general and administrative   157.0       196.6       307.5       400.2  
    Amortization of acquired intangible assets   122.7       151.4       245.7       302.9  
    Special charges and other, net   1.5       1.8       4.1       3.5  
    Operating expenses   521.9       642.4       1,039.7       1,297.7  
                   
    Operating income   146.6       885.0       365.7       1,788.1  
                   
    Other expense, net   (55.1 )     (51.4 )     (112.4 )     (106.2 )
    Income before income taxes   91.5       833.6       253.3       1,681.9  
    Income tax provision   13.1       167.0       45.6       348.9  
    Net income $ 78.4     $ 666.6     $ 207.7     $ 1,333.0  
                   
    Basic net income per common share $ 0.15     $ 1.23     $ 0.39     $ 2.45  
    Diluted net income per common share $ 0.14     $ 1.21     $ 0.38     $ 2.42  
                   
    Basic common shares outstanding   536.7       543.1       536.7       544.1  
    Diluted common shares outstanding   542.0       549.2       542.4       550.3  
                                   
    MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in millions; unaudited)
     
    ASSETS
      September 30,   March 31,
      2024   2024
    Cash and short-term investments $ 286.1   $ 319.7
    Accounts receivable, net   1,044.3     1,143.7
    Inventories   1,339.6     1,316.0
    Other current assets   235.5     233.6
    Total current assets   2,905.5     3,013.0
           
    Property, plant and equipment, net   1,171.2     1,194.6
    Other assets   11,545.6     11,665.6
    Total assets $ 15,622.3   $ 15,873.2
           
    LIABILITIES AND STOCKHOLDERS’ EQUITY
           
    Accounts payable and accrued liabilities $ 1,339.4   $ 1,520.0
    Current portion of long-term debt   1,946.3     999.4
    Total current liabilities   3,285.7     2,519.4
           
    Long-term debt   4,476.6     5,000.4
    Long-term income tax payable   590.4     649.2
    Long-term deferred tax liability   29.8     28.8
    Other long-term liabilities   963.9     1,017.6
           
    Stockholders’ equity   6,275.9     6,657.8
    Total liabilities and stockholders’ equity $ 15,622.3   $ 15,873.2
               
    MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
    RECONCILIATION OF GAAP TO NON-GAAP MEASURES
    (in millions, except per share amounts and percentages; unaudited)
     
    RECONCILIATION OF GAAP GROSS PROFIT TO NON-GAAP GROSS PROFIT
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Gross profit, as reported $ 668.5     $ 1,527.4     $ 1,405.4     $ 3,085.8  
    Share-based compensation expense   4.3       7.4       10.9       14.2  
    Cybersecurity incident expenses   20.1             20.1        
    Non-GAAP gross profit $ 692.9     $ 1,534.8     $ 1,436.4     $ 3,100.0  
    GAAP gross profit percentage   57.4 %     67.8 %     58.4 %     67.9 %
    Non-GAAP gross profit percentage   59.5 %     68.1 %     59.7 %     68.2 %
                                   
    RECONCILIATION OF GAAP RESEARCH AND DEVELOPMENT EXPENSES TO NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Research and development expenses, as reported $ 240.7     $ 292.6     $ 482.4     $ 591.1  
    Share-based compensation expense   (26.9 )     (23.7 )     (50.2 )     (46.6 )
    Other adjustments         (0.2 )           (0.4 )
    Non-GAAP research and development expenses $ 213.8     $ 268.7     $ 432.2     $ 544.1  
    GAAP research and development expenses as a percentage of net sales   20.7 %     13.0 %     20.1 %     13.0 %
    Non-GAAP research and development expenses as a percentage of net sales   18.4 %     11.9 %     18.0 %     12.0 %
                                   
    RECONCILIATION OF GAAP SELLING, GENERAL AND ADMINISTRATIVE EXPENSES TO NON-GAAP SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Selling, general and administrative expenses, as reported $ 157.0     $ 196.6     $ 307.5     $ 400.2  
    Share-based compensation expense   (15.1 )     (14.3 )     (29.2 )     (29.1 )
    Cybersecurity incident expenses   (1.3 )           (1.3 )      
    Other adjustments   (2.1 )     (0.6 )     (3.4 )     0.5  
    Professional services associated with certain legal matters   (0.2 )     (0.3 )     (0.7 )     (0.8 )
    Non-GAAP selling, general and administrative expenses $ 138.3     $ 181.4     $ 272.9     $ 370.8  
    GAAP selling, general and administrative expenses as a percentage of net sales   13.5 %     8.7 %     12.8 %     8.8 %
    Non-GAAP selling, general and administrative expenses as a percentage of net sales   11.9 %     8.0 %     11.3 %     8.2 %
                                   
    RECONCILIATION OF GAAP OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Operating expenses, as reported $ 521.9     $ 642.4     $ 1,039.7     $ 1,297.7  
    Share-based compensation expense   (42.0 )     (38.0 )     (79.4 )     (75.7 )
    Cybersecurity incident expenses   (1.3 )           (1.3 )      
    Other adjustments   (2.1 )     (0.8 )     (3.4 )     0.1  
    Professional services associated with certain legal matters   (0.2 )     (0.3 )     (0.7 )     (0.8 )
    Amortization of acquired intangible assets(1)   (122.7 )     (151.4 )     (245.7 )     (302.9 )
    Special charges and other, net   (1.5 )     (1.8 )     (4.1 )     (3.5 )
    Non-GAAP operating expenses $ 352.1     $ 450.1     $ 705.1     $ 914.9  
    GAAP operating expenses as a percentage of net sales   44.8 %     28.5 %     43.2 %     28.6 %
    Non-GAAP operating expenses as a percentage of net sales   30.3 %     20.0 %     29.3 %     20.1 %
                                   

    (1) Amortization of acquired intangible assets consists of core and developed technology and customer-related acquired intangible assets in connection with business combinations. Such charges are excluded for purposes of calculating certain non-GAAP measures.

    RECONCILIATION OF GAAP OPERATING INCOME TO NON-GAAP OPERATING INCOME
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Operating income, as reported $ 146.6     $ 885.0     $ 365.7     $ 1,788.1  
    Share-based compensation expense   46.3       45.4       90.3       89.9  
    Cybersecurity incident expenses   21.4             21.4        
    Other adjustments   2.1       0.8       3.4       (0.1 )
    Professional services associated with certain legal matters   0.2       0.3       0.7       0.8  
    Amortization of acquired intangible assets(1)   122.7       151.4       245.7       302.9  
    Special charges and other, net   1.5       1.8       4.1       3.5  
    Non-GAAP operating income $ 340.8     $ 1,084.7     $ 731.3     $ 2,185.1  
    GAAP operating income as a percentage of net sales   12.6 %     39.3 %     15.2 %     39.4 %
    Non-GAAP operating income as a percentage of net sales   29.3 %     48.1 %     30.4 %     48.1 %
                                   

    (1) Amortization of acquired intangible assets consists of core and developed technology and customer-related acquired intangible assets in connection with business combinations. Such charges are excluded for purposes of calculating certain non-GAAP measures. The use of acquired intangible assets contributed to our revenues earned during the periods presented.

    RECONCILIATION OF GAAP OTHER EXPENSE, NET TO NON-GAAP OTHER EXPENSE, NET
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Other expense, net, as reported $ (55.1 )   $ (51.4 )   $ (112.4 )   $ (106.2 )
    Loss on settlement of debt         3.1             12.2  
    Loss on available-for-sale investments   1.8             1.8        
    Non-GAAP other expense, net $ (53.3 )   $ (48.3 )   $ (110.6 )   $ (94.0 )
    GAAP other expense, net, as a percentage of net sales (4.7) %   (2.3) %   (4.7) %   (2.3) %
    Non-GAAP other expense, net, as a percentage of net sales (4.6) %   (2.1) %   (4.6) %   (2.1) %
                   
    RECONCILIATION OF GAAP INCOME TAX PROVISION TO NON-GAAP INCOME TAX PROVISION
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Income tax provision as reported $ 13.1     $ 167.0     $ 45.6     $ 348.9  
    Income tax rate, as reported   14.3 %     20.0 %     18.0 %     20.7 %
    Other non-GAAP tax adjustment   24.2       (19.9 )     35.0       (52.4 )
    Non-GAAP income tax provision $ 37.3     $ 147.1     $ 80.6     $ 296.5  
    Non-GAAP income tax rate   13.0 %     14.2 %     13.0 %     14.2 %
                                   
    RECONCILIATION OF GAAP NET INCOME AND GAAP DILUTED NET INCOME PER COMMON SHARE TO NON-GAAP NET INCOME AND NON-GAAP DILUTED NET INCOME PER COMMON SHARE
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    Net income, as reported $ 78.4     $ 666.6     $ 207.7     $ 1,333.0  
    Share-based compensation expense   46.3       45.4       90.3       89.9  
    Cybersecurity incident expenses   21.4             21.4        
    Other adjustments   2.1       0.8       3.4       (0.1 )
    Professional services associated with certain legal matters   0.2       0.3       0.7       0.8  
    Amortization of acquired intangible assets   122.7       151.4       245.7       302.9  
    Special charges and other, net   1.5       1.8       4.1       3.5  
    Loss on settlement of debt         3.1             12.2  
    Loss on available-for-sale investments   1.8             1.8        
    Other non-GAAP tax adjustment   (24.2 )     19.9       (35.0 )     52.4  
    Non-GAAP net income $ 250.2     $ 889.3     $ 540.1     $ 1,794.6  
    GAAP net income as a percentage of net sales   6.7 %     29.6 %     8.6 %     29.3 %
    Non-GAAP net income as a percentage of net sales   21.5 %     39.4 %     22.5 %     39.5 %
    Diluted net income per common share, as reported $ 0.14     $ 1.21     $ 0.38     $ 2.42  
    Non-GAAP diluted net income per common share $ 0.46     $ 1.62     $ 1.00     $ 3.26  
    Diluted common shares outstanding, as reported   542.0       549.2       542.4       550.3  
    Diluted common shares outstanding non-GAAP   542.0       549.2       542.4       550.3  
                                   
    RECONCILIATION OF GAAP CASH FLOW FROM OPERATIONS TO FREE CASH FLOW
      Three Months Ended September 30,   Six Months Ended September 30,
      2024   2023   2024   2023
    GAAP cash flow from operations, as reported $ 43.6     $ 616.2     $ 420.7     $ 1,609.4  
    Capital expenditures   (20.8 )     (74.4 )     (93.7 )     (185.5 )
    Free cash flow $ 22.8     $ 541.8     $ 327.0     $ 1,423.9  
    GAAP cash flow from operations as a percentage of net sales   3.7 %     27.3 %     17.5 %     35.4 %
    Free cash flow as a percentage of net sales   2.0 %     24.0 %     13.6 %     31.3 %
                                   

    Microchip will host a conference call today, November 5, 2024 at 5:00 p.m. (Eastern Time) to discuss this release. This call will be simulcast over the Internet at www.microchip.com. The webcast will be available for replay until November 26, 2024.

    A telephonic replay of the conference call will be available at approximately 8:00 p.m. (Eastern Time) on November 5, 2024 and will remain available until 5:00 p.m. (Eastern Time) on November 26, 2024. Interested parties may listen to the replay by dialing 201-612-7415/877-660-6853 and entering access code 13747161.

    Cautionary Statement:

    The statements in this release relating to continuing to navigate through an inventory correction, macro weakness for many manufacturing businesses, heightened weakness in our European business, that the green shoots we saw in recent quarters have progressed unevenly, our belief that these are all positive signs for a potential bottom formation despite limited visibility, that we are maintaining strong cost discipline and balance sheet management while taking actions to ensure operational readiness for the anticipated market recovery, that our Total System Solutions approach is driving strong execution and seeing growing adoption in AI-accelerated servers in the data center markets, that our PCIe switches, SSD controllers, CXL solutions, and associated power and timing products are key to continuing to strengthen our data center portfolio, that we believe we are well-positioned to capitalize on opportunities in this growth market, that for the December quarter we expect net sales between $1.025 billion and $1.095 billion, that we continue to face macro uncertainties in what is historically our seasonally weakest quarter, that our design-in momentum continues to remain strong, driven by our Total System Solutions strategy and key market megatrends, our third quarter fiscal 2025 guidance for net sales and GAAP and non-GAAP gross profit, operating expenses, operating income, other expense, net, income tax provision, net income, diluted common shares outstanding, earnings per diluted share, capital expenditures for the December 2024 quarter and for all of fiscal 2025, selectively adding capital equipment to maintain, grow and operate our internal manufacturing capabilities to support the expected growth of our business, our belief that non-GAAP measures are useful to investors and our assumed average stock price in the December 2024 quarter are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause our actual results to differ materially, including, but not limited to: any continued uncertainty, fluctuations or weakness in the U.S. and world economies (including China and Europe) due to changes in interest rates, high inflation or the impact of the COVID-19 pandemic (including lock-downs in China), actions taken or which may be taken by the Biden administration or the U.S. Congress, monetary policy, political, geopolitical, trade or other issues in the U.S. or internationally (including the military conflicts in Ukraine-Russia and the Middle East and the outcome of the U.S. elections in November), further changes in demand or market acceptance of our products and the products of our customers and our ability to respond to any increases or decreases in market demand or customer requests to reschedule or cancel orders; the mix of inventory we hold, our ability to satisfy any short-term orders from our inventory and our ability to effectively manage our inventory levels; the impact that the CHIPS Act will have on increasing manufacturing capacity in our industry by providing incentives for us, our competitors and foundries to build new wafer manufacturing facilities or expand existing facilities; the amount and timing of any incentives we may receive under the CHIPS Act, the impact of current and future changes in U.S. corporate tax laws (including the Inflation Reduction Act of 2022 and the Tax Cuts and Jobs Act of 2017), foreign currency effects on our business; changes in utilization of our manufacturing capacity and our ability to effectively manage our production levels to meet any increases or decreases in market demand or any customer requests to reschedule or cancel orders; the impact of inflation on our business; competitive developments including pricing pressures; the level of orders that are received and can be shipped in a quarter; our ability to realize the expected benefits of our long-term supply assurance program; changes or fluctuations in customer order patterns and seasonality; our ability to effectively manage our supply of wafers from third party wafer foundries to meet any decreases or increases in our needs and the cost of such wafers, our ability to obtain additional capacity from our suppliers to increase production to meet any future increases in market demand; our ability to successfully integrate the operations and employees, retain key employees and customers and otherwise realize the expected synergies and benefits of our acquisitions; the impact of any future significant acquisitions or strategic transactions we may make; the costs and outcome of any current or future litigation or other matters involving our acquisitions (including the acquired business, intellectual property, customers, or other issues); the costs and outcome of any current or future tax audit or investigation regarding our business or our acquired businesses; fluctuations in our stock price and trading volume which could impact the number of shares we acquire under our share repurchase program and the timing of such repurchases; disruptions in our business or the businesses of our customers or suppliers due to natural disasters (including any floods in Thailand), terrorist activity, armed conflict, war, worldwide oil prices and supply, public health concerns or disruptions in the transportation system; and general economic, industry or political conditions in the United States or internationally.

    For a detailed discussion of these and other risk factors, please refer to Microchip’s filings on Forms 10-K and 10-Q. You can obtain copies of Forms 10-K and 10-Q and other relevant documents for free at Microchip’s website (www.microchip.com) or the SEC’s website (www.sec.gov) or from commercial document retrieval services.

    Stockholders of Microchip are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Microchip does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this November 5, 2024 press release, or to reflect the occurrence of unanticipated events.

    About Microchip:

    Microchip Technology Incorporated is a leading provider of smart, connected and secure embedded control solutions. Its easy-to-use development tools and comprehensive product portfolio enable customers to create optimal designs, which reduce risk while lowering total system cost and time to market. Our solutions serve approximately 116,000 customers across the industrial, automotive, consumer, aerospace and defense, communications and computing markets. Headquartered in Chandler, Arizona, Microchip offers outstanding technical support along with dependable delivery and quality. For more information, visit the Microchip website at www.microchip.com.

    Note: The Microchip name and logo are registered trademarks of Microchip Technology Incorporated in the U.S.A. and other countries. All other trademarks mentioned herein are the property of their respective companies.

    INVESTOR RELATIONS CONTACT:
    Sajid Daudi — Head of Investor Relations….. (480) 792-7385

    The MIL Network

  • MIL-OSI: Dave Announces Preliminary Financial Results for Third Quarter 2024 and Issues Statement Regarding FTC Matter

    Source: GlobeNewswire (MIL-OSI)

    LOS ANGELES, Nov. 05, 2024 (GLOBE NEWSWIRE) — Dave Inc. (“Dave” or the “Company”) (Nasdaq: DAVE), one of the nation’s leading neobanks, today announced certain preliminary financial results for the quarter ended September 30, 2024.

    Preliminary Financial Results for Third Quarter 2024

    Management expects the Company to report the following preliminary, unaudited results in respect of its quarterly period ended September 30, 2024:

    • Revenue of $92.5 million, a 41% year-over-year increase
    • Net Income of $0.5 million, a $12.5 million year-over-year increase. Net income for the quarter includes a $7.0 million legal settlement and litigation reserve related to the FTC matter referenced further below
    • Adjusted EBITDA* of $24.7 million, a $27.2 million year-over-year increase

    * Non-GAAP measure. See reconciliation of this non-GAAP measure at the end of the press release.

    “In light of the recent FTC action, we wanted to share preliminary Q3 results and reiterate the positive outlook for our business,” said Jason Wilk, Founder and CEO of Dave. “We are pleased to report that we have delivered yet another record quarter of accelerating revenue growth and profitability, demonstrating the continued strength of our business. Given our strong year-to-date performance and continued positive outlook, we plan to raise our full-year 2024 Revenue and Adjusted EBITDA guidance in our upcoming earnings release on November 12.

    “It is worth emphasizing that the FTC’s action, for which we believe we have strong defenses, is related to consumer disclosures and consent, not our ability to charge subscription fees and optional tips and express fees moving forward. Accordingly, we have not contemplated any changes to our forecast as a result of the FTC’s action.

    “With strong profitability, we believe we are well-positioned to sustain a vigorous defense and bring this matter to resolution. Our commitment to transparency, compliance, and customer trust remains our highest priority as we continue to serve the needs of our members.”

    The financial information in this press release is preliminary, unaudited, based on currently available information, and subject to adjustment in the final financial statements to be filed with the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2024.

    Statement Regarding FTC Matter

    As we disclosed in the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2024, we have been cooperating with the FTC in response to a Civil Investigative Demand seeking information about our ExtraCash and other banking products. Following months of good-faith negotiations, we are disappointed the FTC has chosen to file suit against Dave, a company on a mission to level the financial playing field for the millions of Americans poorly served by the legacy financial system. The FTC asserts many incorrect claims regarding Dave’s disclosures and how the Company acquires consent for the fees associated with our products. For the avoidance of doubt, Dave’s ability to charge subscription fees and optional tips and express fees is not in question. We believe this case is another example of regulatory overreach by the FTC, and we intend to vigorously defend ourselves. We take compliance and customer transparency very seriously and believe that we have always acted within the law. We remain focused on serving our members who love and rely on our products.

    Full Earnings Release and Conference Call

    Dave management will host a conference call on Tuesday, November 12, 2024, at 5:00 p.m. Eastern time to discuss its full financial results for the third quarter ended September 30, 2024. The Company’s results will be reported in a press release prior to the call. The conference call details are as follows:

    Date: Tuesday, November 12, 2024
    Time: 5:00 p.m. Eastern time
    Dial-in registration link: Here
    Live webcast registration link: Here

    The conference call will also be available for replay in the Events section of the Company’s website, along with the transcript, at https://investors.dave.com.

    If you have any difficulty registering for or connecting to the conference call, please contact Elevate IR at DAVE@elevate-ir.com.

    About Dave

    Dave (Nasdaq: DAVE) is a leading U.S. neobank and fintech pioneer serving millions of everyday Americans. Dave uses disruptive technologies to provide best-in-class banking services at a fraction of the price of incumbents. Dave partners with Evolve Bank & Trust, a FDIC member. For more information about the company, visit: www.dave.com. For investor information and updates, visit: investors.dave.com and follow @davebanking on X.

    Forward-Looking Statements

    This press release includes forward-looking statements, which are subject to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “feels,” “believes,” “expects,” “estimates,” “projects,” “intends,” “remains,” “should,” “is to be,” or the negative of such terms, or other comparable terminology and include, among other things, the quotation of our Chief Executive Officer relating to Dave’s future performance and growth, statements relating to fiscal year 2024 guidance, projected financial results for future periods, plans for marketing spend and the FTC’s lawsuit against us and other statements about future events. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: the ability of Dave to compete in its highly competitive industry; the ability of Dave to keep pace with the rapid technological developments in its industry and the larger financial services industry; the ability of Dave to manage risks associated with providing ExtraCash advances; the ability of Dave to retain its current Members, acquire new Members and sell additional functionality and services to its Members; the ability of Dave to protect intellectual property and trade secrets; the ability of Dave to maintain the integrity of its confidential information and information systems or comply with applicable privacy and data security requirements and regulations; the reliance by Dave on a single bank partner; the ability of Dave to maintain or secure current and future key banking relationships and other third-party service providers; changes in applicable laws or regulations and extensive and evolving government regulations that impact operations and business; the ability to attract or maintain a qualified workforce; level of product service failures that could lead Dave Members to use competitors’ services; investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings, including the FTC’s lawsuit against Dave; the ability to maintain the listing of Dave Class A Common Stock on The Nasdaq Stock Market; the possibility that Dave may be adversely affected by other economic factors, including rising interest rates, and business, and/or competitive factors; and other risks and uncertainties discussed in Dave’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2024 and subsequent Quarterly Reports on Form 10-Q under the heading “Risk Factors,” filed with the SEC and other reports and documents Dave files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and Dave undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

    Preliminary Financial and Operating Results

    The preliminary financial results set forth above for the three months ended September 30, 2024, reflect preliminary, unaudited estimates with respect to such results based solely on currently available information, which is subject to change. Such preliminary results are subject to the finalization of quarter-end financial and accounting procedures. While carrying out such procedures, Dave may identify items that would require it to make adjustments to the preliminary estimates of financial results set forth herein. As a result, Dave’s actual financial results could differ than the information set forth herein and such differences could be material. Moreover, preliminary and estimated financial results should not be viewed as a substitute for Dave’s full quarterly financial statements for the three months ended September 30, 2024, which will be prepared in accordance with U.S. GAAP.

    Non-GAAP Financial Information

    This press release contains references to Adjusted EBITDA (loss), which is a non-GAAP financial measure that is adjusted from results based on generally accepted accounting principles in the United States (“GAAP”) and excludes certain expenses, gains and losses. The Company defines and calculates Adjusted EBITDA (loss) as GAAP net income (loss) attributable to Dave before the impact of interest income or expense, provision/(benefit) for income taxes, and depreciation and amortization, and adjusted to exclude legal settlement and litigation expenses, other non-recurring strategic financing and transaction expenses, stock-based compensation expense, and certain other non-core items.

    Adjusted EBITDA (loss) may be helpful to the user in assessing our operating performance and facilitates an alternative comparison among fiscal periods. The Company’s management team uses Adjusted EBITDA (loss), among other non-GAAP financial measures, in assessing performance, as well as in planning and forecasting future periods. The methods the Company uses to compute its non-GAAP financial measures may differ from the methods used by other companies. Non-GAAP financial measures are supplemental, should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

    Refer to the section further below for a reconciliation of Adjusted EBITDA (loss) to its most directly comparable GAAP measure for the three and nine months ended September 30, 2024 and 2023.

    Investor Relations Contact

    Sean Mansouri, CFA
    Elevate IR
    DAVE@elevate-ir.com

    Media Contact

    Dan Ury
    press@dave.com

    DAVE INC.
    RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (LOSS)
    (in millions)
    (unaudited)
                   
           
      For the Three Months Ended September 30,   For Nine Months Ended September 30,
      2024   2023   2024   2023
                   
    Net income (loss) $ 0.5   $ (12.1 )   $ 41.1     $ (48.7 )
    Interest expense, net   1.5     1.7       3.7       5.0  
    Provision for income taxes   0.4           1.8        
    Depreciation and amortization   1.7     1.4       5.2       3.7  
    Stock-based compensation   13.4     6.7       27.2       20.1  
    Gain on extinguishment of convertible debt             (33.4 )      
    Legal settlement and litigation expenses   7.0           7.0        
    Changes in fair value of earnout liabilities             0.1        
    Changes in fair value of public and private warrant liabilities   0.2     (0.2 )     0.4       (0.2 )
    Adjusted EBITDA (loss) $ 24.7   $ (2.5 )   $ 53.1     $ (20.1 )
                   

    The MIL Network

  • MIL-OSI: DLC Releases Q3-2024 Results; Achieves $19.7 Billion in Funded Volumes for Q3-2024 (11% Increase over Prior Year)

    Source: GlobeNewswire (MIL-OSI)

    VANCOUVER, British Columbia, Nov. 05, 2024 (GLOBE NEWSWIRE) — Dominion Lending Centres Inc. (TSX:DLCG) (“DLCG” or the “Corporation”) is pleased to report its financial results for the three (“Q3-2024”) and nine months ended September 30, 2024. For complete information, readers should refer to the interim financial statements and management discussion and analysis which are dated November 5, 2024 and are available on SEDAR+ at www.sedarplus.ca and on the Corporation’s website at www.dlcg.ca. All amounts are presented in Canadian dollars unless otherwise stated.

    DLCG includes the Corporation and its three main subsidiaries: MCC Mortgage Centres Canada Inc. (“MCC”), MA Mortgage Architects Inc. (“MA”), and Newton Connectivity Systems Inc. (“Newton”). 

    Gary Mauris, Executive Chairman and CEO, commented, “The DLC Group maintained its strong momentum from the first half of the year, achieving an 11% increase in funded volumes and a 13% increase in revenues for Q3-2024 compared to Q3-2023. We are pleased that the adoption of our technology connectivity platform ‘Velocity’ continues to grow, increasing to 73% of DLCG-submitted volumes in Q3-2024.  As we look ahead, we are focused on our core objectives of recruitment and retention of franchises and brokers, and onboarding of brokers onto Velocity. The DLC Group, its franchisees, and its mortgage professionals have worked hard to achieve the continued success, and we feel well positioned to capitalize on market conditions as interest rates decline.” 

    Q3-2024 Summary:

    • Q3-2024 funded volumes of $19.7 billion, representing an 11% increase as compared to Q3-2023;
    • Q3-2024 revenue of $22.1 million, representing a 13% increase compared to Q3-2023;
    • Q3-2024 adjusted EBITDA of $12.2 million as compared to $10.1 million in Q3-2023;
    • The Corporation’s Q3-2024 net income of $5.3 million is consistent with Q3-2023, primarily from higher income from operations from increased funded volumes, and increased revenues offset by higher non-cash finance expense on the Preferred Share liability;
    • The Corporation declared a quarterly dividend of $0.03 per class A common share (“Common Share”), resulting in a dividend payment of $1.4 million in Q3-2024; and
    • On October 2, 2024, the Corporation entered into an acquisition agreement with KayMaur Holdings Ltd. and certain minority holders to acquire (“Proposed Acquisition”) all of the issued and outstanding Preferred Shares in exchange for $137 million payable as follows: 30,500,000 class “A” common shares (having a 20 day volume weighted average price of $4.00 per share on the date of announcement) and an aggregate cash payment of $15.0 million. The Proposed Acquisition is subject to a number of conditions, including approval by the Exchange.  If such conditions are met, the Corporation anticipates closing to occur at or near the end of 2024.       

    Selected Consolidated Financial Summary:
    Below is a summary of our financial results for the three and nine months ended September 30, 2024 and September 30, 2023.

      Three months ended Sept. 30, Nine months ended Sept. 30,
    (in thousands, except per share and KPIs)   2024   2023 Change   2024   2023 Change
    Revenues $ 22,073 $ 19,578 13% $ 54,497 $ 46,759 17%
    Income from operations   10,215   8,879 15%   21,063   14,397 46%
    Adjusted EBITDA (1)   12,218   10,116 21%   25,746   17,913 44%
    Adjusted EBITDA margin   55%   52% 3%   47%   38% 9%
    Free cash flow attributable to common shareholders (1)   5,609   4,607 22%   10,529   5,424 94%
    Net income (2)   5,271   5,271   11,987   2,067 480%
    Adjusted net income (1)   3,754   3,115 21%   7,792   4,973 57%
    Diluted earnings per Common Share (2)   0.11   0.11   0.25   0.04 525%
    Adjusted diluted earnings
     per Common Share (1)
      0.08   0.06 33%   0.16   0.10 60%
    Dividends declared per share $ 0.03 $ 0.03 $ 0.09 $ 0.09
     
    Funded mortgage volumes (3)   19.7   17.7 11%   47.8   42.3 13%
    Number of franchises (4)   521   526 (1%)   521   526 (1%)
    Number of brokers (4)   8,784   8,081 9%   8,784   8,081 9%
    % of DLCG funded mortgage volumes submitted through Velocity   73%   64% 9%   72%   63% 9%
    (1) Please see the Non-IFRS Financial Performance Measures section of the accompanying MD&A for additional information.
    (2) Net income for the three and nine months ended September 30, 2024 includes $2.0 million and $4.5 million of non-cash finance expense on the Preferred Share liability (September 30, 2023 – $0.9 million and $8.0 million expense). The Preferred Share liability is revalued at the end of each reporting period to reflect our most recent outlook and forecast. Refer to the Preferred Shares section of the accompanying MD&A for additional information.
    (3) Funded mortgage volumes are presented in billions.
    (4) The number of franchises and brokers are as at the respective period end date (not in thousands).
       

    During the three and nine months ended September 30, 2024, the Corporation saw an increase in revenues over the three and nine months ended September 30, 2023 from higher Newton revenues primarily due to an increase in Velocity adoption and lender contract renewals. In addition, revenue increased from an increase in mortgage brokers under a DLC Corporate franchise contributing to higher revenues from the brokering of mortgages. Further, our funded mortgage volumes increased during the three and nine month periods when compared to 2023’s equivalent periods, which contributed to increased revenues during those periods.

    As the Corporation’s operating expenses are largely fixed in nature and are not necessarily proportionate to changes in revenues, changes in the Corporation’s revenues have a more pronounced impact on adjusted net income, adjusted EBITDA, and adjusted EBITDA margins. As such, these metrics have increased, with higher revenues during the three and nine months ended September 30, 2024 when compared to the three and nine months ended September 30, 2023.

    Income from operations increased from higher revenues but was partly offset by an increase in operating expenses during the three and nine months ended September 30, 2024 when compared to the three and nine months ended September 30, 2023. The increase in operating expenses is primarily from an increase in direct costs from higher franchise recruiting and support costs.

    Net income increased during the nine months ended September 30, 2024, and was consistent for the three months ended September 30, 2024 compared to the prior year periods. The increase during the nine-month period is primarily from higher revenue and lower other expenses. Other expenses decreased during the nine months ended September 30, 2024, primarily from period-over-period variances in finance expense on the Preferred Share liability (refer to Preferred Shares section the accompanying MD&A for additional information), finance expense, gain on disposal of an equity-accounted investment, and other income. During the three months ended September 30, 2024, higher revenue was partly offset by higher operating expenses and higher other expenses. Other expenses increased during the three months ended September 30, 2024, primarily from period-over-period variances in finance expense on the Preferred Share liability (refer to Preferred Shares section of the accompanying MD&A for additional information).

    On April 25, 2024, the Corporation disposed of its 52% interest in Cape Communications International Inc. (operating as “Impact”) for cash proceeds of $3.7 million which was used to fully repay the Junior Credit Facility. The $0.7 million gain on disposal of an equity-accounted investment for the nine months ended September 30, 2024 relates to cumulative amounts arising on foreign exchange translation of Impact that were previously recognized in other comprehensive income (loss) and were reclassified to income on the sale of Impact. Other income for the nine months ended September 30, 2024 includes $1.0 million related to reversal of the liquidation rights liability on the sale of Impact (refer to Related Party section of the accompanying MD&A for additional information).

    Free cash flow increased during the three months ended September 30, 2024, primarily from higher adjusted cash flows from operations (in turn from higher income from operations), and partly offset by higher maintenance CAPEX. Free cash flow increased during the nine ended September 30, 2024, primarily from higher adjusted cash flows from operations (in turn from higher income from operations), and lower maintenance CAPEX.

    Non-IFRS Financial Performance Measures
    Management presents certain non-IFRS financial performance measures which we use as supplemental indicators of our operating performance. These non-IFRS measures do not have any standardized meaning, and therefore are unlikely to be comparable to the calculation of similar measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Non-IFRS measures are defined and reconciled to the most directly-comparable IFRS measure. Non-IFRS financial performance measures include adjusted EBITDA, adjusted net income, adjusted earnings per share, and free cash flow. Please see the Non-IFRS Financial Performance Measures section of the Corporation’s MD&A dated November 5, 2024 for further information on key performance indicators. The Corporation’s MD&A is available on SEDAR+ at www.sedarplus.ca.

    The following table reconciles adjusted EBITDA from income before income tax, which is the most directly-comparable measure calculated in accordance with IFRS:

       Three months ended Sept. 30, Nine months ended Sept. 30,
    (in thousands)   2024   2023   2024   2023
    Income before income tax $ 7,926 $ 7,445 $ 17,013 $ 5,033
    Add back:                
    Depreciation and amortization   1,117   939   2,994   2,848
    Finance expense   605   832   2,072   2,329
    Finance expense on the Preferred Share liability   2,025   880   4,539   7,991
        11,673   10,096   26,618   18,201
    Adjustments:                
    Share-based payments expense (recovery)   453   (12)   531   (333)
    Promissory note income   (21)   (40)   (78)   (116)
    Foreign exchange loss    3   6   26   26
    Loss on contract settlement   16   (10)   36   58
    Gain on disposal of equity-accounted investment       (681)  
    Non-cash impairment of equity-accounted investments       198  
    Other expense (income) (1)   94   76   (904)   77
    Adjusted EBITDA (2) $ 12,218 $ 10,116 $ 25,746 $ 17,913
    (1) Other expense (income) for the three and nine months ended September 30, 2024 relates to the reversal of the liquidation rights liability on the sale of Impact (see the Related Party Transactions section of the accompanying MD&A) and costs associated with the Proposed Acquisition. Other expense (income) for the three and nine months ended September 30, 2023 relates to a loss on the disposal of an intangible asset.
    (2) Amortization of franchise rights and relationships of $1.3 million and $3.9 million for the three and nine months ended September 30, 2024, respectively (September 30, 2023 – $1.1 million and $3.7 million) is classified as a charge against revenue and has not been added back for adjusted EBITDA.
       

    The following table reconciles free cash flow from cash flow from operating activities, which is the most directly-comparable measure calculated in accordance with IFRS:

       Three months ended Sept. 30, Nine months ended Sept. 30,
    (in thousands)   2024   2023   2024   2023
    Cash flow from operating activities $ 11,289 $ 9,243 $ 26,929 $ 13,653
    Changes in non-cash working capital and other non-cash items   (620)   (382)   (2,929)   2,952
    Cash provided from operations excluding changes in non-cash working capital and other non-cash items   10,669   8,861   24,000   16,605
    Adjustments:                
    Distributions from equity-accounted investees     125   285   275
    Maintenance CAPEX   (886)   (630)   (4,349)   (6,039)
    Lease payments   (117)   (160)   (343)   (476)
    Loss on contract settlement   16   (10)   36   58
    Share-based payments   68     68  
    NCI portion of cash provided from operations excluding changes in non-cash working capital   (242)     (311)  
    Other non-cash items (1)   76     (956)   1
        9,584   8,186   18,430   10,424
    Free cash flow attributable to Preferred Shareholders (2)   (3,975)   (3,579)   (7,901)   (5,000)
    Free cash flow attributable to common shareholders $ 5,609 $ 4,607 $ 10,529 $ 5,424
    (1) Other non-cash items for the three and nine months ended September 30, 2024 represents foreign exchange losses and promissory note income. The three and nine months ended September 30, 2023 includes losses on disposal of an intangible asset.
    (2) Free cash flow attributable to the Preferred Shareholders is determined based on free cash flow of the Core Business Operations (as defined in the Preferred Shares section of the accompanying MD&A).
       

    The following table reconciles adjusted net income from net income, which is the most directly-comparable measure calculated in accordance with IFRS:

       Three months ended Sept. 30, Nine months ended Sept. 30,
    (in thousands)   2024   2023   2024   2023
    Net income $ 5,271 $ 5,271 $ 11,987 $ 2,067
    Adjustments:                
    Gain on sale of an equity-accounted investment       (681)  
    Non-cash impairment of equity-accounted investments       198  
    Foreign exchange loss    3   6   26   26
    Finance expense on the Preferred Share liability (1)   2,025   880   4,539   7,991
    Loss on contract settlement   16   (10)   36   58
    Promissory note interest income   (21)   (40)   (78)   (116)
    Other expense (income) (2)   94   76   (904)   77
    Income tax effects of adjusting items   (25)   (1)   (29)   (4)
        7,363   6,182   15,094   10,099
    Income attributable to Preferred Shareholders (3)   (3,609)   (3,067)   (7,302)   (5,126)
    Adjusted net income   3,754   3,115   7,792   4,973
    Adjusted net income attributable to common shareholders   3,673   3,113   7,655   4,957
    Adjusted net income attributable to non-controlling interest   81   2   137   16
    Diluted adjusted earnings per Common Share $ 0.08 $ 0.06 $ 0.16 $ 0.10
    (1) The Preferred Share liability is revalued at the end of each reporting period to reflect our most recent outlook and forecast. Refer to the Preferred Shares section of the accompanying MD&A.
    (2) Other expense (income) for the three and nine months ended September 30, 2024 relates to the reversal of the liquidation rights liability on the sale of Impact (see the Related Party Transactions section of the accompanying MD&A) and costs associated with the Proposed Acquisition. Other expense (income) for the three and nine months ended September 30, 2023 relates to a loss on the disposal of intangible assets.
    (3) Adjusted net income attributable to the Preferred Shareholders is determined based on adjusted net income of the Core Business Operations (as defined in the Preferred Shares section of the accompanying MD&A).
       

    Forward-Looking Information
    Certain statements in this document constitute forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as “anticipate,” “believe,” “estimate,” “will,” “expect,” “plan,” or similar words suggesting future outcomes or outlooks. Forward-looking information in this document includes, but is not limited to, our anticipation of further interest rate reductions.

    Such forward-looking information is based on many estimates and assumptions, including material estimates and assumptions, related to the following factors below that, while considered reasonable by the Corporation as at the date of this press release considering management’s experience and perception of current conditions and expected developments, are inherently subject to significant business, economic, and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to:

    • Changes in interest rates;
    • The DLC Group’s ability to maintain its existing number of franchisees and add additional franchisees;
    • Changes in overall demand for Canadian real estate (via factors such as immigration);
    • Changes in overall supply for Canadian real estate (via factors such as new housing-start levels);
    • At what period in time the Canadian real estate market stabilizes;
    • Changes in Canadian mortgage lending and mortgage brokerage laws and regulations;
    • Changes in the Canadian mortgage lending marketplace;
    • Changes in the fees paid for mortgage brokerage services in Canada; and
    • Demand for the Corporation’s products remaining consistent with historical demand.

    Many of these uncertainties and contingencies may affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All forward-looking statements made in this document are qualified by these cautionary statements. The foregoing list of risks is not exhaustive. The forward-looking information contained in this document is made as of the date hereof and, except as required by applicable securities laws, we undertake no obligation to update publicly or revise any forward-looking statements or information, whether because of new information, future events or otherwise.

    About Dominion Lending Centres Inc.
    Dominion Lending Centres Inc. is Canada’s leading network of mortgage professionals. DLCG operates through Dominion Lending Centres Inc. and its three main subsidiaries, MCC Mortgage Centre Canada Inc., MA Mortgage Architects Inc. and Newton Connectivity Systems Inc., and has operations across Canada. DLCG extensive network includes over 8,500 agents and over 500 locations. Headquartered in British Columbia, DLC was founded in 2006 by Gary Mauris and Chris Kayat.

    DLCG can be found on X (Twitter), Facebook and Instagram and LinkedIn @DLCGmortgage and on the web at www.dlcg.ca

    Contact information for the Corporation is as follows:

    Eddy Cocciollo
    President
    647-403-7320
    eddy@dlc.ca 
    James Bell
    EVP, Corporate and Chief Legal Officer
    403-560-0821
    jbell@dlcg.ca
       

    NEITHER THE TSX EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

    The MIL Network

  • MIL-OSI: FLINT Announces Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, Nov. 05, 2024 (GLOBE NEWSWIRE) — FLINT Corp. (“FLINT” or the “Company”) (TSX: FLNT) today announced its results for the three and nine months ended September 30, 2024. All amounts are in Canadian dollars and expressed in thousands of dollars unless otherwise noted.

    “EBITDAS” and “Adjusted EBITDAS” are not standard measures under IFRS. Please refer to the Advisory regarding Non-GAAP Financial Measures at the end of this press release for a description of these items and limitations of their use.

    “In the third quarter, we reached record levels of activity with $211.6 million in revenue and successfully executed 13 turnarounds. Adjusted EBITDAS rose by 24.4% year over year. Our dedication to client-centric service and on-time, on-budget contract execution will continue to drive our growth” said Barry Card, Chief Executive Officer.

    “We successfully onboarded over 850 new employees in the third quarter, reaching a workforce high of 4,450 in September. Over 2 million exposure hours were worked throughout the quarter without a single recordable incident, showcasing our commitment to safety as it is an integral part of how we deliver services to our clients daily,” added Mr. Card.

    THIRD QUARTER HIGHLIGHTS

    • Revenue for the three months ended September 30, 2024 was $211.6 million, representing an increase of $24.6 million or 13.1% from the same period in 2023 and an increase of $46.7 million or 28.3% from the second quarter of 2024.
    • Gross profit for the three months ended September 30, 2024 was $23.8 million, representing an increase of $4.0 million or 20.3% from the same period in 2023 and an increase of $5.8 million or 32.1% from the second quarter of 2024.
    • Gross profit margin for the three months ended September 30, 2024 was 11.2%, as compared to 10.6% in the same period in 2023 and 10.9% in the second quarter of 2024.
    • Adjusted EBITDAS for the three months ended September 30, 2024 was $13.4 million, representing an increase of $2.6 million or 24.4% from the same period in 2023 and an increase of $5.1 million or 61.7% from the second quarter of 2024.
    • Adjusted EBITDAS margin was 6.3% for the three months ended September 30, 2024 representing an increase of 0.5% from the same period in 2023 and an increase of 1.3% from the second quarter of 2024.
    • Selling, general and administrative (“SG&A”) expenses for the three months ended September 30, 2024 were $10.9 million, representing an increase of $1.9 million or 20.9% from the same period in 2023 and an increase of $0.8 million or 7.4% from the second quarter of 2024. As a percentage of revenue, SG&A expenses for the three months ended September 30, 2024 was 5.2%, as compared to 4.8% in the same period in 2023 and 6.2% in the second quarter of 2024.
    • Liquidity, including cash and available credit facilities, was $48.6 million at September 30, 2024, as compared to $34.4 million at September 30, 2023.
    • New contract awards and renewals totaled approximately $67.4 million for the three months ended September 30, 2024 and $18.3 million for the month of October. Approximately 85% of the work is expected to be completed in 2024.

    THIRD QUARTER FINANCIAL RESULTS

    ($ thousands, except per share amounts) Three months ended September 30, Nine months ended September 30,
    2024 2023 % Change 2024 2023 % Change
                 
    Revenue ($) 211,594 187,017 13.1 522,779 506,063 3.3
                 
    Gross Profit ($) 23,757 19,740 20.3 54,745 50,368 8.7
    Gross Profit Margin (%) 11.2 10.6 0.6 10.5 10.0 0.5
                 
    Adjusted EBITDAS(1) 13,433 10,796 24.4 24,926 24,134 3.3
    Adjusted EBITDAS Margin (%) 6.3 5.8 0.5 4.8 4.8
                 
    SG&A ($) 10,934 9,045 20.9 31,171 26,785 16.4
    SG&A Margin (%) 5.2 4.8 0.4 6.0 5.3 0.7
                 
    Net income (loss) from continuing operations ($) 5,305 2,789 90.2 (69) (12,639) (99.5)
    Net income (loss) ($) 5,233 2,786 87.8 (385) (12,646) (97.0)
                 
    Basic and Diluted:            
    Net income (loss) per share from continuing operations ($) 0.05 0.03 66.7 (0.11) (100.0)
    Net income (loss) per share ($) 0.05 0.03 66.7 (0.11) (100.0)
                 

    (1) EBITDAS and Adjusted EBITDAS are not standard measures under IFRS and they are defined in the section “Advisory regarding Non-GAAP Financial Measures”

    Revenue for the three and nine months ended September 30, 2024 was $211,594 and $522,779 compared to $187,017 and $506,063 for the same periods in 2023, representing an increase of 13.1% and 3.3%. The increase in revenue was primarily due to the 13 turnarounds that were performed in the third quarter this year, compared to 6 turnarounds that were performed in the same period of 2023.

    Gross profit for the three and nine months ended September 30, 2024 was $23,757 and $54,745 compared to $19,740 and $50,368 for the same periods in 2023, representing an increase of 20.3% and 8.7%. Gross profit margin for three and nine months ended September 30, 2024 was 11.2% and 10.5%, compared to 10.6% and 10.0% to for the same periods in 2023. The increase in gross profit margin was primarily due to the mix of work compared to the same period of 2023.

    SG&A expenses for the three and nine months ended September 30, 2024 were $10,934 and $31,171, in comparison to $9,045 and $26,785 for the same periods in 2023, representing an increase of 20.9% and 16.4%. As a percentage of revenue, SG&A expenses for the three and nine months ended September 30, 2024 were 5.2% and 6.0% compared to 4.8% and 5.3% for the same periods in 2023. The increase in SG&A expenses, both on an absolute basis and as a percentage of revenue, is primarily due to higher personnel costs to support the Company’s organic growth strategy and increased professional fees to assist in the ongoing continuous improvements in the business post the implementation of the Company’s enterprise resource planning system.

    For the three and nine months ended September 30, 2024, Adjusted EBITDAS was $13,433 and $24,926 compared to $10,796 and $24,134 for the same periods in 2023. As a percentage of revenue, Adjusted EBITDAS was 6.3% and 4.8% for the three and nine months ended September 30, 2024 compared to 5.8% and 4.8% for the same periods in 2023.

    Income from continuing operations for the three months ended September 30, 2024 was $5,305 compared to $2,789 for the same period in 2023. The income variance was primarily driven by the increase in turnaround activity partially offset by higher SG&A expenses. Loss from continuing operations for the nine months ended September 30, 2024 was $69 compared to $12,639 for the same period in 2023. The loss variance was driven by the impairment of intangible assets, goodwill and PP&E recognized in the second quarter of 2023.

    LIQUIDITY AND CAPITAL RESOURCES

    FLINT has an asset-based revolving credit facility (the “ABL Facility”) providing for maximum borrowings of up to $50.0 million with a Canadian chartered bank. The amount available under the ABL Facility will vary from time to time based on the borrowing base determined with reference to the accounts receivable of FLINT and certain of its subsidiaries. The maturity date of the ABL Facility is April 14, 2027.

    The Company anticipates that its liquidity (cash on hand and available credit facilities) and cash flow from operations will be sufficient to meet its short-term contractual obligations. To maintain compliance with its financial covenants through September 30, 2025, the Company has the ability to pay interest on the Senior Secured Debentures in kind, which requires approval by the holder of the Senior Secured Debentures at its sole discretion

    As at September 30, 2024, the issued and outstanding share capital included 110,001,239 Common Shares, 127,732 Series 1 Preferred Shares, and 40,111 Series 2 Preferred Shares.

    The Series 1 Preferred Shares (having an aggregate value of $127.732 million) are convertible at the option of the holder into Common Shares at a price of $0.35/share and the Series 2 Preferred Shares (having an aggregate value of $40.111 million) are convertible into Common Shares at a price of $0.10/share.

    The Series 1 and Series 2 Preferred Shares have a 10% fixed cumulative preferential cash dividend payable when the Company has sufficient monies to be able to do so, including under the provisions of applicable law and contracts affecting the Company. The Board of Directors of the Company does not intend to declare or pay any cash dividends until the Company’s balance sheet and liquidity position supports the payment. As at September 30, 2024, the accrued and unpaid dividends on the Series 1 and Series 2 shares totaled $106.0 million. Any accrued and unpaid dividends are convertible in certain circumstances at the option of the holder into additional Series 1 and Series 2 Preferred Shares.

    On June 30, 2024, Canso, in its capacity as portfolio manager for and on behalf of certain accounts that it manages and sole holder of the Senior Secured Debentures, agreed to accept the issuance of Senior Secured Debentures on June 30, 2024 with a principal amount of $5,205 in order to satisfy the interest that would otherwise become due and payable on such date.

    ADDITIONAL INFORMATION

    Our unaudited condensed interim financial statements for the three and nine months ended September 30, 2024 and the related Management’s Discussion and Analysis of the operating and financial results can be accessed on our website at www.flintcorp.com and will be available shortly through SEDAR at www.sedarplus.ca.

    About FLINT Corp.

    With a legacy of excellence and experience stretching back more than 100 years, FLINT provides solutions for the Energy and Industrial markets including: Oil & Gas (upstream, midstream and downstream), Petrochemical, Mining, Power, Agriculture, Forestry, Infrastructure and Water Treatment. With offices strategically located across Canada and a dedicated workforce, we provide maintenance, construction, wear technology and environmental services that help our customers bring their resources to our world. For more information about FLINT, please visit www.flintcorp.com or contact:

    Barry Card Jennifer Stubbs
    Chief Executive Officer Chief Financial Officer
    FLINT Corp. FLINT Corp.
    (587) 318-0997  
    investorrelations@flintcorp.com  
       

    Advisory regarding Forward-Looking Information

    Certain information included in this press release may constitute “forward-looking information” within the meaning of Canadian securities laws. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other similar expressions concerning matters that are not historical facts. Specifically, this press release contains forward-looking information relating to: our business plans, strategies and objectives; the sufficiency of our liquidity and cash flow from operations to meet our short-term contractual obligations and maintain compliance with our financial covenants through to September 30, 2025; the payment of interest owing on the Senior Secured Debentures in kind; the Company’s approach to dividends; our view that dedication to client-centric service and on-time, on-budget contract execution will continue to drive our growth; and the amount of work that is expected to be completed in 2024.

    Forward-looking information involves significant risks and uncertainties. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking information including, but not limited to, compliance with debt covenants, access to credit facilities and other sources of capital for working capital requirements and capital expenditure needs, availability of labour, dependence on key personnel, economic conditions, commodity prices, interest rates, regulatory change, weather and risks related to the integration of acquired businesses. These factors should not be considered exhaustive. Risks and uncertainties about FLINT’s business are more fully discussed in FLINT’s disclosure materials, including its annual information form and management’s discussion and analysis of the operating and financial results, filed with the securities regulatory authorities in Canada and available on SEDAR+ at www.sedarplus.ca. In formulating the forward-looking information, management has assumed that business and economic conditions affecting FLINT will continue substantially in the ordinary course, including, without limitation, with respect to general levels of economic activity, regulations, taxes and interest rates. Although the forward-looking information is based on what management of FLINT consider to be reasonable assumptions based on information currently available to it, there can be no assurance that actual events or results will be consistent with this forward-looking information, and management’s assumptions may prove to be incorrect.

    This forward-looking information is made as of the date of this press release, and FLINT does not assume any obligation to update or revise it to reflect new events or circumstances except as required by law. Undue reliance should not be placed on forward-looking information. Forward-looking information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

    Advisory regarding Non-GAAP Financial Measures

    The terms ‘‘EBITDAS’’ and “Adjusted EBITDAS” (collectively, the ‘‘Non-GAAP Financial Measures’’) are financial measures used in this press release that are not standard measures under IFRS. FLINT’s method of calculating the Non-GAAP Financial Measures may differ from the methods used by other issuers. Therefore, the Non-GAAP Financial Measures, as presented, may not be comparable to similar measures presented by other issuers.

    EBITDAS refers to income (loss) from continuing operations in accordance with IFRS, before depreciation and amortization, interest expense, income tax expense (recovery) and long-term incentive plan expenses. EBITDAS is used by management and the directors of FLINT as well as many investors to determine the ability of an issuer to generate cash from operations. Management believes that in addition to income (loss) from continuing operations and cash provided by operating activities, EBITDAS is a useful supplemental measure from which to determine FLINT’s ability to generate cash available for debt service, working capital, capital expenditures and income taxes. FLINT has provided a reconciliation of income (loss) from continuing operations to EBITDAS below.

    Adjusted EBITDAS refers to EBITDAS excluding impairment of assets, restructuring expense, gain on sale of property, plant and equipment, other income and one time incurred expenses. FLINT has used Adjusted EBITDAS as the basis for the analysis of its past operating financial performance. Adjusted EBITDAS is a measure that management believes (i) is a useful supplemental measure from which to determine FLINT’s ability to generate cash available for debt service, working capital, capital expenditures, and income taxes, and (ii) facilitates the comparability of the results of historical periods and the analysis of its operating financial performance which may be useful to investors. FLINT has provided a reconciliation of income (loss) from continuing operations to Adjusted EBITDAS below.

    Investors are cautioned that the Non-GAAP Financial Measures are not alternatives to measures under IFRS and should not, on their own, be construed as an indicator of performance or cash flows, a measure of liquidity or as a measure of actual return on the shares. These Non-GAAP Financial Measures should only be used with reference to FLINT’s consolidated interim and annual financial statements, which are available on SEDAR+ at www.sedarplus.ca or on FLINT’s website at www.flintcorp.com.

    (In thousands of Canadian dollars) Three months ended September 30, Nine months ended September 30,
    2024 2023 2024 2023
             
    Income (loss) from continuing operations 5,305 2,789 (69) (12,639)
    Add:        
    Amortization of intangible assets 66 70 201 332
    Depreciation expense 2,671 2,434 8,003 7,610
    Long-term incentive plan expense 850 625 2,225 2,670
    Interest expense 4,718 4,670 14,033 13,680
    EBITDAS 13,610 10,588 24,393 11,653
    Add (deduct):        
    Gain on sale of property, plant and equipment (810) (133) (1,253) (323)
    Impairment of goodwill and intangible assets 7,289
    Impairment of property, plant and equipment 4,173
    Restructuring expenses 334 327 1,310 1,105
    Other income (47) (32) (468) (142)
    One-time incurred expenses 346 46 944 379
    Adjusted EBITDAS 13,433 10,796 24,926 24,134

    The MIL Network

  • MIL-OSI Global: No, America’s battery plant boom isn’t going bust – construction is on track for the biggest factories, with thousands of jobs planned

    Source: The Conversation – USA – By James Morton Turner, Professor of Environmental Studies, Wellesley College

    Workers install battery packs in a BMW X5 in South Carolina. A new battery plant under construction nearby will supply BMW factories. BMW

    The United States is in the midst of the biggest boom in clean energy manufacturing investments in history, spurred by laws like the bipartisan Infrastructure Investment and Jobs Act and the Inflation Reduction Act.

    These laws have leveraged billions of dollars in government support to drive private sector investments in clean energy supply chains across the country.

    For several years, one of us, Jay Turner, and his students at Wellesley College have been tracking clean energy investments in the U.S. and sharing the data at The Big Green Machine website. That research shows that companies have announced 225 projects, totaling US$127 billion in investment, and more than 131,000 new jobs since the Inflation Reduction Act became law in 2022.

    You may have seen news stories that said these projects are at risk of failure or significant delays. In August 2024, the Financial Times reported that 40% of more than 100 projects it evaluated were delayed. These included battery manufacturing, renewable energy projects and metals and hydrogen projects, as well as semiconductor manufacturing plants. More recently, The Information, which covers the technology industry, warned that 1 in 4 companies were walking away from government-supported grants for battery investments.

    Workers assemble battery packs for electric vehicles in Spartanburg, S.C. New battery plants in the state will help move the supply chain closer to U.S. EV factories.
    BMW

    We checked up on all 23 battery cell factories announced or expanded since the Inflation Reduction Act was signed – almost all of them gigafactories, which are designed to produce over 1 gigawatt-hour of battery cell capacity. These factories have some of the largest employment potential of any project supported by the act.

    We wanted to find out if the boom in U.S.-based clean energy manufacturing is about to go bust. What we have learned is mostly reassuring.

    The biggest battery factories are on track

    While the exact investment totals are challenging to pin down, our research shows that planned capital expenditures add up to $52 billion, which would support 490 gigawatt-hours of battery manufacturing capacity per year – enough to put roughly 5 million new electric vehicles on the road.

    While not all 23 companies have announced their hiring plans, these facilities are expected to support nearly 30,000 new jobs, with projects mostly in the U.S. Southeast, Midwest and Southwest.

    We wanted to know if these projects are on track or experiencing delays or problems.

    To do that, we first reached out to local and state economic development agencies. In many instances, local and state tax incentives are supporting these projects. Where possible, we sought to confirm the project’s status through public data or formal announcements. In other instances, we looked for news stories to see if there is evidence of construction or hiring.

    Of the 23 projects, our research shows that 13 appear to be on track, with total planned capital investments in excess of $40 billion and nearly 352 gigawatt-hours per year of capacity. Importantly, these include most of the biggest projects with the largest investments and projected production.

    By our count, 77% of the total planned capital investment, 79% of the proposed jobs and 72% of the planned battery production are on track, which means that a project is likely to happen, roughly on time, and generally with their expected level of investment and employment.

    Three projects are on the bubble. These have shown progress but experienced delays in construction or financing.

    Five others show deeper signs of distress. We don’t yet have enough information to draw a conclusion on two projects.

    An example of a project that is on track is Envision AESC’s battery factory in Florence, South Carolina. Its scale has been expanded twice since it was first announced in December 2022. It is now a $3 billion investment intended to manufacture 30 gigawatt-hours of batteries annually to supply BMW’s factory in Woodruff, South Carolina.

    In early October 2024, South Carolina Secretary of Commerce Harry Lightsey conducted a tour of the Envision site and posted a video. Construction on the plant started in February 2024, and 850 workers are working six days a week to finish the 1.4 million-square-foot facility by August 2025. Once it goes into full production, the project is expected to employ 2,700 people.

    2024 election could end or accelerate the boom

    But a lot hinges on what happens in the upcoming elections.

    Our data suggests the real risk that these projects and projects like them face isn’t slow demand for electric vehicles, as some people have suggested – in fact, demand continues to climb. Nor is it local opposition, which has slowed only a few projects.

    The biggest risk is policy change. Many of these projects are counting on Advanced Manufacturing Tax Credits authorized by the Inflation Reduction Act through 2032.

    On the campaign trail, Republicans up and down the ticket are promising to repeal key Biden-led legislation, including the Inflation Reduction Act, which includes grant funding and loans to support clean energy as well as tax incentives to support domestic manufacturing.

    While full repeal of the act may be unlikely, an administration hostile to clean energy could divert its unspent funds to other purposes, slow the pace of grants or loans by slow-walking project approvals, or find other ways to make the tax incentives harder to get. While our research has focused on the battery industry, this concern extends to investments in wind and solar power too.

    So, is the big boom in U.S.-based clean energy manufacturing about to go bust? Our data is optimistic, but the politics is uncertain.

    Joshua Busby receives funding from the U.S. Department of Defense. He is affiliated with the Center for Climate and Security and the Chicago Council on Global Affairs.

    James Morton Turner and Nathan Jensen do not work for, consult, own shares in or receive funding from any company or organization that would benefit from this article, and have disclosed no relevant affiliations beyond their academic appointment.

    ref. No, America’s battery plant boom isn’t going bust – construction is on track for the biggest factories, with thousands of jobs planned – https://theconversation.com/no-americas-battery-plant-boom-isnt-going-bust-construction-is-on-track-for-the-biggest-factories-with-thousands-of-jobs-planned-242567

    MIL OSI – Global Reports

  • MIL-OSI: Hut 8 Operations Update for October 2024

    Source: GlobeNewswire (MIL-OSI)

    20.1 EH/s and 967 MW under management in mining with path to ~35 EH/s

    Vega site buildout advancing on track for Q2 2025 energization

    MIAMI, Nov. 05, 2024 (GLOBE NEWSWIRE) — Hut 8 Corp. (Nasdaq | TSX: HUT) (“Hut 8” or the “Company”), a leading, vertically integrated operator of large-scale energy infrastructure and one of North America’s largest Bitcoin miners, today released its operations update for October 2024.

    “Following the announcement of our partnership with BITMAIN to launch the U3S21EXPH with a 15 EH/s hosting deployment, progress continues on our 205-megawatt Vega site, which will feature the custom rack-based architecture we developed in-house for the project,” said Asher Genoot, CEO of Hut 8. “With groundwork progressing rapidly, we are on track to energize the site in Q2 2025. Our hosting agreement with BITMAIN is expected to generate up to $135 million in annualized revenue on a fully ramped basis.”

    “In parallel, we are preparing our existing sites for a near-term fleet upgrade as we finalize a commercial agreement. At Salt Creek, we launched an immersion cooling pilot as we continue to advance our technological innovation efforts. More broadly, we are focused on identifying further opportunities for technical and commercial innovation as we advance discussions for large-scale AI data center development opportunities across multiple sites in our development pipeline.”

    Highlights:

    • Groundwork at Vega progressing on track for Q2 2025 energization with ~15 EH/s hosting deployment of U3S21EXPH ASIC miner
    • Began preparing existing sites for expected near-term ASIC fleet upgrade
    • Launched immersion cooling pilot at Salt Creek as part of continued technological innovation efforts
    • Advanced discussions for large-scale AI data center development opportunities across multiple sites in development pipeline

    Operating Metrics

    Average during the period unless otherwise noted October 2024 September 2024
    Total energy capacity under management (mining)1,2 967 MW3 762 MW
    Total deployed miners under management4 194.2K 189.9K
    Total hashrate under management5 20.1 EH/s 19.5 EH/s
         
    Self-Mining6    
    Deployed miners7 57.1K 58.6K
    Deployed hashrate8 5.6 EH/s 5.6 EH/s
    Bitcoin produced1,9 100 BTC 85 BTC
    Bitcoin on balance sheet1 9,110 BTC 9,106 BTC
         
    Managed Services10    
    Energy capacity under management1 582 MW 582 MW
    Deployed miners under management 146.5K 140.8K
    Hashrate under management 15.5 EH/s 14.9 EH/s
         
    Hosting    
    Deployed miners under management11,12 76.7K 76.7K
    Hashrate under management13 8.5 EH/s 8.6 EH/s
         

    Energy Infrastructure Platform1

            Current/Contracted Revenue Stream(s)14
    Site Location Owner15 Power
    Capacity
    Self-
    Mining
    Managed
    Services
    Hosting HPC Power
    Sales
    Vega16 Texas Panhandle Hut 8 205 MW     Yes17    
    Medicine Hat Medicine Hat, AB Hut 8 67 MW Yes        
    Salt Creek Orla, TX Hut 8 63 MW Yes        
    Alpha Niagara Falls, NY Hut 8 50 MW Yes   Yes    
    Drumheller18 Drumheller, AB Hut 8 42 MW          
    Kelowna Kelowna, BC Hut 8 1.1 MW       Yes  
    Mississauga Mississauga, ON Hut 8 0.9 MW       Yes  
    Vaughan Vaughan, ON Hut 8 0.6 MW       Yes  
    Vancouver II Vancouver, BC Hut 8 0.5 MW       Yes  
    Vancouver I Vancouver, BC Hut 8 0.3 MW       Yes  
    King Mountain19 McCamey, TX Hut 8 (JV) 280 MW Yes Yes Yes   Yes
    Iroquois Falls20 Iroquois Falls, ON Hut 8 (JV) 120 MW         Yes
    Kingston20 Kingston, ON Hut 8 (JV) 110 MW         Yes
    North Bay20 North Bay, ON Hut 8 (JV) 40 MW         Yes
    Kapuskasing20 Kapuskasing, ON Hut 8 (JV) 40 MW         Yes
    Cedarvale3,16 Barstow, TX Managed 215 MW   Yes      
    East Stiles Midland, TX Managed 30 MW   Yes      
    Rebel Midland, TX Managed 25 MW   Yes      
    Stiles Midland, TX Managed 20 MW   Yes      
    Garden City Midland, TX Managed 12 MW   Yes      
    Total     1,322 MW          
                     

    Conference Call to Discuss Third Quarter 2024 Results

    Who: Analysts, media, and investors are invited to attend.
    What: Hut 8 executives will review the Company’s financial results for the third quarter of 2024.
    When: Results will be shared via media release and on the Company’s website at https://hut8.com/investors/ on November 13 2024. The conference call and webinar will begin at 8:30 a.m. ET.
    Where: The webcast can be viewed at: https://www.hut8.com/q3-2024/.
      Analysts can register here.
       

    Upcoming Conferences & Events:

    • November 13–14, 2024: Cantor Fitzgerald Crypto, Digital Assets & AI Infrastructure Conference 2024
    • November 19, 2024: Craig-Hallum 15th Annual Alpha Select Conference
    • November 19, 2024: Benzinga Future of Digital Assets Conference 2024

    Notes:

    (1) As of the end of the period
    (2) Energy capacity under management (mining) includes (i) 180 MW of self-mining sites comprised of Alpha, Medicine Hat, and Salt Creek, (ii) 205 MW of hosting capacity at Vega, which is currently under construction, (iii) 280 MW of capacity under management at King Mountain, and (iv) 302 MW from Hut 8’s Managed Services agreement with Ionic, assuming full 215 MW of capacity at Cedarvale, which was first energized in April and is currently under construction.
    (3) Starting October 2024, Hut 8 includes the full 205 MW of capacity at Vega as energy capacity under management (mining) as Vega is expected to host miners for BITMAIN. This was not reflected in Hut 8’s September 2024 figure.
    (4) Includes all miners that are racked with power and networking, rounded to the nearest 100, in Self-Mining, Managed Services, and Hosting infrastructure with power and networking, including all miners at the King Mountain site.
    (5) Includes all Self-Mining, Managed Services, and Hosting hashrate, including 100% of the hashrate at the King Mountain site.
    (6) Self-Mining operations for Hut 8 include 100% of operations at the King Mountain site.
    (7) Deployed miners are defined as those physically racked with power and networking, rounded to the nearest 100; deployed self-mining miners net of the 50% share of the King Mountain JV held by Hut 8’s joint venture partner was 48.2K during October and 49.6K during September.
    (8) Indicates the target hashrate of all deployed miners; deployed self-mining hashrate net of the 50% share of the King Mountain JV held by Hut 8’s joint venture partner was 4.7 EH/s during September and August, respectively.
    (9) Bitcoin produced net of the 50% share of the King Mountain JV held by Hut 8’s joint venture partner was 83 BTC during October and 72 BTC during September.
    (10) Managed services include (i) 280 MW of capacity under management at King Mountain and (ii) 302 MW from Hut 8’s Managed Services agreement with Ionic, assuming full 215 MW of capacity at Cedarvale, which was first energized in April and is currently under construction.
    (11) Miners are rounded to the nearest 100.
    (12) 42.6K deployed miners under management net of the 50% share of the King Mountain JV held by Hut 8’s joint venture partner during October and September, respectively.
    (13) 4.7 EH/s under management net of Hut 8’s joint venture partner’s 50% share of the King Mountain JV during October and September, respectively.
    (14) Reflects revenue sources to Hut 8, its subsidiaries, and/or joint ventures in which they participate.
    (15) Owned denotes ownership of power infrastructure at owned or leased data center locations, except for HPC sites where owned denotes ownership of mechanical and electrical infrastructure at leased data center locations.
    (16) Site is currently under development.
    (17) Anticipated to begin generating revenue by Q2 2025.
    (18) Site currently shut down; Hut 8 maintaining lease with option value of re-energizing site.
    (19) Owned by a JV between Hut 8 and a Fortune 200 renewable energy producer in which Hut 8 has an approximately 50% membership interest.
    (20) Owned by a JV between Hut 8 and Macquarie in which Hut 8 has an approximately 80% membership interest.
       

    About Hut 8

    Hut 8 Corp. is an energy infrastructure operator and Bitcoin miner with self-mining, hosting, managed services, and traditional data center operations across North America. Headquartered in Miami, Florida, Hut 8 Corp. has a portfolio comprising twenty sites: ten Bitcoin mining, hosting, and Managed Services sites in Alberta, New York, and Texas, five high performance computing data centers in British Columbia and Ontario, four power generation assets in Ontario, and one non-operational site in Alberta. For more information, visit www.hut8.com and follow us on X (formerly known as Twitter) at @Hut8Corp.

    Cautionary Note Regarding Forward–Looking Information

    This press release includes “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities laws and United States securities laws, respectively (collectively, “forward-looking information”). All information, other than statements of historical facts, included in this press release that address activities, events or developments that Hut 8 expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of the business, operations, plans and other such matters is forward-looking information. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “allow”, “believe”, “estimate”, “expect”, “predict”, “can”, “might”, “potential”, “predict”, “is designed to”, “likely” or similar expressions. Specifically, such forward-looking information included in this press release includes statements relating to the execution, timing and potential revenues for the hosting deployment at our Vega site, the timing and completion of a fleet upgrade, and the advancement of the Company’s pipeline.

    Statements containing forward-looking information are not historical facts, but instead represent management’s expectations, estimates and projections regarding future events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by Hut 8 as of the date of this press release, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to, security and cybersecurity threats and hacks; malicious actors or botnet obtaining control of processing power on the Bitcoin network; further development and acceptance of the Bitcoin network; changes to Bitcoin mining difficulty; loss or destruction of private keys; increases in fees for recording transactions in the Blockchain; erroneous transactions; reliance on a limited number of key employees; reliance on third party mining pool service providers; regulatory changes; classification and tax changes; momentum pricing risk; fraud and failure related to digital asset exchanges; difficulty in obtaining banking services and financing; difficulty in obtaining insurance, permits and licenses; internet and power disruptions; geopolitical events; uncertainty in the development of cryptographic and algorithmic protocols; uncertainty about the acceptance or widespread use of digital assets; failure to anticipate technology innovations; the COVID19 pandemic, climate change; currency risk; lending risk and recovery of potential losses; litigation risk; business integration risk; changes in market demand; changes in network and infrastructure; system interruption; changes in leasing arrangements; failure to achieve intended benefits of power purchase agreements; potential for interrupted delivery, or suspension of the delivery, of energy to mining sites and other risks related to the digital asset mining and data center business. For a complete list of the factors that could affect Hut 8, please see the “Risk Factors” section of Hut 8’s Transition Report on Form 10-K, available under the Company’s EDGAR profile at www.sec.gov, and Hut 8’s other continuous disclosure documents which are available under the Company’s SEDAR+ profile at www.sedarplus.ca and EDGAR profile at www.sec.gov.

    Hut 8 Corp. Investor Relations
    Sue Ennis
    ir@hut8.com

    Hut 8 Corp. Media Relations
    media@hut8.com

    The MIL Network

  • MIL-OSI Australia: $5 million in latest round of recreational fishing grants now open 

    Source: New South Wales Department of Primary Industries

    6 Nov 2024

    The Minns Labor Government today opened the next round of Recreational Fishing Trust Grants, with $5 million available for fishing clubs, community groups and other organisations to run projects which improve and promote recreational fishing in their local area.

    For the first time, applicants in this round will be able to access the $2 million recreational fishing small infrastructure grants program announced by the NSW Government in August.

    This program will make it easier for local fishing clubs, community groups and other organisations to apply for funding for projects such as fishing platforms, fish cleaning tables, fishing access tracks, kayak launching platforms and other fishing facilities.

    Applicants are encouraged to contact dedicated Department staff to discuss their ideas and for assistance in applying your small infrastructure grants.

    As well as small infrastructure, funding is also available to promote participation in the sport and the mental health and well-being benefits of fishing, such as for free fishing events, fishing workshops, come and try fishing days, fishing for therapy initiatives, and the development of educational material to promote sustainable and responsible fishing practices.

    Grants are available for both large projects valued at more than $10,000 in funding and small projects involving less than $10,000.

    Applications will be open for the next six weeks, until 18 December 2024.

    Following the recent review of the Recreational Fishing Trust, the NSW Government will continue to provide greater support to the NSW recreational fishing community by:

    • Strengthening communications with all fishers and organisations to encourage them to apply for grants to improve fishing in their local areas.
    • Providing more support for applicants to discuss ideas for projects and assist with developing their applications through the dedicated Recreational Fishing Trust grants assistance phoneline.
    • Making the grant application process clearer and simpler, so groups have the best opportunity to receive funding, including streamlining the application form.

    This round of funding follows the recent announcements of some $20 million in grants and program funding from the Recreational Fishing Trust to enhance recreational fishing across the State.

    Funding guidelines and the new online application form are available here or you can email recreational.fishingtrust@dpird.nsw.gov.au or call the dedicated Recreational Fishing Trust phoneline on 02 4424 7428.

    Minister for Agriculture and Regional NSW, Tara Moriarty said:

    “We want to make fishing accessible, enjoyable and safe for everyone.

    “By streamlining the grant application process, we aim to provide every fishing group with a greater chance to secure funding for projects that improve the fishing experience in their local communities.

    “The $2 million infrastructure grants program will ensure more of the licence fees collected from recreational fishers are invested back into the infrastructure we know fishers want, such as fishing platforms, fish cleaning tables and other fishing facilities.

    “This is an excellent example of how funds generated by the NSW Recreational Fishing Licence Fee are reinvested into projects that directly support the recreational fishing community.

    “If you have an idea on how to improve your local fishing spot or make fishing even better for your local community, I encourage you to contact our dedicated DPIRD staff to discuss your ideas.”

    MEDIA: Michael Salmon | Minister Moriarty | 0417 495 018

    Images of completed infrastructure projects available here

    MIL OSI News

  • MIL-OSI: Alaris Equity Partners Income Trust Releases 2024 Third Quarter Financial Results

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR DISTRIBUTION IN THE UNITED STATES.

    FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.

    TSX-AD.UN

    CALGARY, Alberta, Nov. 05, 2024 (GLOBE NEWSWIRE) — Alaris Equity Partners Income Trust (together, as applicable, with its subsidiaries, “Alaris” or the “Trust“) is pleased to announce its results for the three and nine months ended September 30, 2024. The results are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. All amounts below are in Canadian dollars unless otherwise noted.

    In January 2024, Alaris determined that it met the definition of an investment entity, as defined by IFRS 10, Consolidated financial statements. This change in status has fundamentally changed how Alaris prepares, presents and discusses its financial results relative to prior periods. IFRS requires that this change in accounting be made prospectively and as a result prior periods are not restated to reflect the change in Alaris’ investment entity status. Accordingly, the readers of this press release, Alaris’ third quarter interim MD&A and unaudited condensed consolidated interim financial statements should exercise significant caution in reviewing, considering, and drawing conclusions from period-to-period comparisons and changes, as the direct comparisons between dates or across periods can be inappropriate if not carefully considered in this context.

    Highlights:

    • For the three months ended September 30, 2024 Alaris generated $0.78 per unit of additional book value, improving this metric to $22.80;
    • For the three months ended September 30, 2024 the Trust, together with its wholly-owned subsidiaries (the “Acquisition Entities”), earned a total of $65.9 million of revenue, including, $65.4 million of Partner Distribution revenue net of foreign exchange, and $0.5 million of transaction fee income, which was ahead of previous guidance of $38.7 million, and compares to $47.2 million of Partner Revenue in Q3 2023, an increase of 40%;
      • Included in Partner Distribution revenue for the three months ended September 30, 2024, is $27.5 million of common Distributions, which included a one time distribution of US$5.1 million from Ohana Growth Partners LLC (“Ohana“) and US$14.7 million distribution from Fleet Advantage, LLC (“Fleet”). Common Distribution revenue for the nine months ended September 30, 2024 is $31.8 million, which for the second quarter in a row has outperformed the comparable period in the prior year by more than double. Alaris’ Run Rate Revenue (7) included in the outlook below has been increased to reflect overall higher expected annual common dividends from Partners of $19.4 million;
    • Alaris net distributable cash flow (6) for the nine months ended September 30, 2024 of $88.0 million or $1.93 per unit increased by 28%, from $68.6 million and $1.51 per unit in the nine months ended September 30, 2023 after adjusting the comparable period for non-recurring settlement and litigation costs that occurred in 2023;
    • The Actual Payout Ratio (2) for the Trust, based on Alaris net distributable cash flow (6) for the nine months ended September 30, 2024 was 53%;
    • The current weighted average combined Earnings Coverage Ratio (3) for Alaris’ Partners remains at approximately 1.5x with ten of nineteen Partners at 1.5x or above. In addition, eleven of our partners have either no debt or less than 1.0x Senior Debt to EBITDA on a trailing twelve-month basis;
    • During the quarter, the Trust, via the Acquisition Entities, invested approximately US$35 million into Ohana as a dividend recap in exchange for convertible preferred equity with a 14% yield fully paid-in-kind;
    • Subsequent to the quarter end, the Trust, via the Acquisition Entities, made a follow-on investment of US$10.0 million of additional preferred equity in Cresa LLC (“Cresa”), which has the same metrics as the initial preferred equity investment, bringing the total investment in Cresa to US$30.0 million. Following this transaction, the Trust has invested a total of approximately $139 million in the year.

    “In addition to highlighting the continued stability of Alaris’ portfolio and cash flow stream, the third quarter results continue to show the growing success and importance of our common equity portfolio. While some of this quarter’s common equity cash flow is non-recurring in nature, we are seeing more and more value from that strategy crystallizing into cash returns. Deployment activity is constructive for the end of the year and both interest rate cuts and US dollar strength provide us with tailwinds going into next year, ” said Steve King President and CEO.

    Results of Operations

    Note where the financial information for Q3 2024 is comparable to specific information from the prior period Q3 2023 condensed consolidated interim financial statements, amounts have been provided for comparative purposes. As noted above, users of this press release, interim management discussion and analysis and the unaudited condensed consolidated interim financial statements to which it relates should exercise significant caution in reviewing, considering and drawing conclusions from period-to-period comparisons and changes.

    Per Unit Results Three months ended Nine months ended
    Period ending September 30   2024   2023 % Change   2024   2023 % Change
    Partner related changes in net gain on Corporate Investment $ 2.16 $ 1.90 +13.7 % $ 4.11 $ 3.74 +9.9 %
    Adjusted EBITDA $ 1.98 $ 1.76 +12.5 % $ 3.62 $ 3.40 +6.5 %
    Alaris net distributable cashflow $ 0.72 $ 0.44 +63.6 % $ 1.93 $ 1.21 +59.5 %
    Adjusted earning per unit $ 1.37 $ 1.31 +4.6 % $ 2.35 $ 2.15 +9.3 %
    Weighted average basic units (000’s)   45,498   45,498     45,498   45,433  

    During the three months ended September 30, 2024, Partner related changes in net gain on Corporate Investments (5) per unit increased by 13.7% as compared to the three months ended September 30, 2023. During the current quarter common Partner Distribution revenue increased by more than 200%, primarily as a result of common Distributions received from Fleet of US$14.7 million, which was greater than their prior year Distribution of US$5.9 million, and a common Distribution received from Ohana of US$5.1 million, as compared to nil distribution received in Q3 2023. Partially offsetting this increase is a quarter over quarter decrease to the Net unrealized gain on partner investments of 16.3% to $33.0 million during the three months ended September 30, 2024. Q3 2024’s Net unrealized gain on Partner investments of $33.0 million is made up of notable increases to the fair value in Sono Bello, LLC (“Sono Bello“), Amur Financial Group Inc. (“Amur”), Fleet, Vehicle Leasing Holdings, LLC, dba D&M Leasing (“D&M”), and The Shipyard, LLC (“Shipyard”), which were partially offset by decreases to the fair value of Heritage Restoration, LLC (“Heritage”) and SCR Mining and Tunneling, LP (“SCR”). During the nine months ended September 30, 2024, Partner related changes in net gain on Corporate Investments (5) per unit increased by 9.9% as compared to the nine months ended September 30, 2023. This increase is reflective of increases in Partner Distribution revenue, partially offset by a lower net gain to the realized and unrealized fair value on Partner investments. Net realized gain on partner investments of $9.0 million and net unrealized gain of $32.4 million decreased in the nine months ended September 30, 2024 by 29.2% and 13.9%, respectively, as compared to the nine months ended September 30, 2023.

    For the three and nine months ended September 30, 2024, Adjusted EBITDA (1) per unit increased by 12.5% and 6.5%, respectively, as compared to the relative periods in 2023. Per unit increases are primarily due to higher Partner Distribution revenue. Partially offsetting these increases are decreases to the net realized and unrealized gain on Partner Investments relative to the comparable periods in 2023, and higher adjusted operating expenses; after non-reoccurring litigation and legal costs that were incurred in 2023 have been removed in the calculation Adjusted EBITDA (1).

    Alaris net distributable cashflow (6) provides a summary of third-party cash receipts, less operating cash outflows by the Trust in combination with the Acquisition Entities. Alaris net distributable cashflow (6) per unit increased by 63.6% in the three months ended September 30, 2024 and 59.5% in the nine months ended September 30, 2024, both as compared to the same periods in 2023. Period over period increases are due to the current periods higher common Distributions and lower cash taxes paid, all as compared to the relative periods in 2023. The nine months ended September 30, 2024 Alaris net distributable cashflow (6) is $88.0 million, after adjusting out non-recurring settlement and litigation costs of $13.7 million in the prior year, the nine months ended September 30, 2023 distributable cashflow amounts to $68.6 million, and results in an adjusted period over period increase of 28.3%.

    Adjusted earnings (10) per unit increased by 4.6% in the three months ended September 30, 2024 which is primarily driven by higher Partner related changes in net gain on Corporate Investments (5) as discussed above, and partially offset by higher total income tax expense in Q3 2024. The nine months ended September 30, 2024, Adjusted earnings (10) per unit increased by 9.3% which in addition to the changes listed for the three months ended September 30, 2024, is higher due to lower operating expenses during the nine months ended September 30, 2024 as compared to the prior year resulting from non-recurring litigation and legal costs incurred in 2023.

    Outlook

    During the three months ended September 30, 2024, the Trust, through its Acquisition Entities invested approximately $48 million, which was used to invest in convertible preferred units of Ohana. Subsequent to the quarter, Alaris invested an additional US$10.0 million into Cresa, bringing Alaris’ total investment in Cresa to US$30.0 million and as of the date of this MD&A the total invested during the year to approximately $139 million. These transactions are summarized in the outlook below, which includes Alaris’ Run Rate Revenue (7) for the next twelve months and is expected to be approximately $171 million. This includes current contracted amounts, an additional $1.2 million from LMS related to Distributions deferred in 2023 and an estimated $19.4 million of common dividends. In Q3 2024, the Trust together with its Acquisition Entities earned $65.9 million, $65.4 million in Partner Distributions net of foreign exchange and $0.5 million of third party transaction fee revenue, which was ahead of previous guidance of $38.7 million, primarily due to common distributions received from Fleet of $19.8 million, Ohana of $6.8 million and Amur of $0.5 million, as well as a higher realized foreign exchange rate on US denominated distributions. As with all common distributions, these distributions are not fixed or set in advance, but rather paid as declared and cashflow of partner permits. Alaris expects total revenue from its Partners in Q4 2024 of approximately $38.9 million.

    The Run Rate Cash Flow (8) table below outlines the Trust and its Acquisitions Entities combined expectation for Partners Distribution revenue, transaction fee revenue, general and administrative expenses, third party interest expense, tax expense and distributions to unitholders for the next twelve months. The Run Rate Cash Flow (8) is a forward looking supplementary financial measure and outlines the net cash from operating activities, less the distributions paid, that Alaris is expecting to generate over the next twelve months. The Trust’s method of calculating this measure may differ from the methods used by other issuers. Therefore, it may not be comparable to similar measures presented by other issuers.

    Run rate general and administrative expenses are currently estimated at $17.0 million and include all public company costs incurred by the Trust and its Acquisition Entities. The Trust’s Run Rate Payout Ratio (9) is expected to be within a range of 65% and 70% when including Run Rate Revenue (7), overhead expenses and its existing capital structure. The table below sets out our estimated Run Rate Cash Flow (8) as well as the after-tax impact of positive net investment, the impact of every 1% increase in Secure Overnight Financing Rate (“SOFR”) based on current outstanding USD debt and the impact of every $0.01 change in the USD to CAD exchange rate.

    Alaris’ financial statements and MD&A are available on SEDAR+ at www.sedarplus.ca and on our website at www.alarisequitypartners.com.

    Run Rate Cash Flow ($ thousands except per unit) Amount ($) $ / Unit
    Run Rate Revenue, Partner Distribution revenue $ 171,300   $ 3.77  
    General and administrative expenses   (17,000 )   (0.37 )
    Third party Interest and taxes     (57,100 )   (1.26 )
    Net cash from operating activities $ 97,200   $ 2.14  
    Distributions paid     (61,900 )   (1.36 )
    Run Rate Cash Flow   $ 35,300   $ 0.78  
           
    Other considerations (after taxes and interest):    
    New investments Every $50 million deployed @ 14%   +2,426     +0.05  
    Interest rates Every 1.0% increase in SOFR   -2,600     -0.06  
    USD to CAD Every $0.01 change of USD to CAD   +/- 900     +/- 0.02  


    Earnings Release Date and Conference Call Details

    Alaris management will host a conference call at 9am MT (11am ET), Wednesday, November 6, 2024 to discuss the financial results and outlook for the Trust.

    Participants must register for the call using this link: Q3 2024 Conference Call. Pre-register to receive the dial-in numbers and unique PIN to access the call seamlessly. It is recommended that you join 10 minutes prior to the event start (although you may register and dial in at any time during the call). Participants can access the webcast here: Q3 Webcast. A replay of the webcast will be available two hours after the call and archived on the same web page for six months. Participants can also find the link on our website, stored under the “Investors” section – “Presentations and Events”, at www.alarisequitypartners.com.

    An updated corporate presentation will be posted to the Trust’s website within 24 hours at www.alarisequitypartners.com.

    About the Trust:

    Alaris’ investment and investing activity refers to providing, through the Acquisition Entities, alternative equity to private companies (“Partners”) to meet their business and capital objectives, which includes management buyouts, dividend recapitalization, growth and acquisitions. Alaris achieves this by investing its unitholder capital, as well as debt, through the Acquisition Entities, in exchange for distributions, dividends or interest (collectively, “Distributions”) as well as capital appreciation on both preferred and common equity, with the principal objectives of generating predictable cash flows for distribution payments to its unitholders and growing net book value through returns from capital appreciation. Distributions, other than common equity Distributions, from the Partners are adjusted annually based on the percentage change of a “top-line” financial performance measure such as gross margin or same store sales and rank in priority to common equity position.

    Non-GAAP and Other Financial Measures

    The terms Adjusted Earnings, components of Corporate investments, EBITDA, Adjusted EBITDA, Extended group net distributable cashflow, Earnings Coverage Ratio, Run Rate Payout Ratio, Actual Payout Ratio, Run Rate Revenue, Run Rate Cash Flow, and Per Unit amounts (collectively, the “Non-GAAP and Other Financial Measures”) are financial measures used in this MD&A that are not standard measures under International Financial Reporting Standards (“IFRS”) . The Trust’s method of calculating the Non-GAAP and Other Financial Measures may differ from the methods used by other issuers. Therefore, the Trust’s Non-GAAP and Other Financial Measures may not be comparable to similar measures presented by other issuers.

    (1) “Adjusted EBITDA” and “EBITDA”: are Non-GAAP financial measures and refer to earnings determined in accordance with IFRS, before depreciation and amortization, interest expense (finance costs) and income tax expense. EBITDA is used by management and many investors to determine the ability of an issuer to generate cash from operations. “Adjusted EBITDA” and “Adjusted EBITDA per unit”, which is a non-GAAP ratio that removes the impact from unrealized fluctuations in exchange rates and their impact on the Trust’s investments at fair value, as well as one time items and the impact of finance costs and taxes included within the net gain on Corporate Investments incurred by the Acquisition Entities and, on a per unit basis, is and the same amount divided by weighted average basic units outstanding. Management believes Adjusted EBITDA, EBITDA and Adjusted EBITDA per unit are useful supplemental measures from which to determine the Trust’s ability to generate cash available for servicing its loans and borrowings, income taxes and distributions to unitholders. The Trust’s method of calculating these Non-GAAP financial measures may differ from the methods used by other issuers. Therefore, they may not be comparable to similar measures and ratios presented by other issuers.

      Three months ended September 30 Nine months ended September 30
    $ thousands except per unit amounts   2024   2023   % Change   2024     2023 % Change
    Earnings $ 51,027 $ 63,770     $ 156,475   $ 97,710  
    Depreciation and amortization   135   58       396     169  
    Finance costs   1,150   8,510       3,445     21,909  
    Total income tax expense   251   11,611       554     20,902  
    EBITDA $ 52,563 $ 83,949   -37.4 % $ 160,870   $ 140,690 +14.3 %
    Adjustments:            
    Gain on derecognition of previously consolidated entities $ $     $ (30,260 ) $  
    Foreign exchange   11,334   (3,947 )     (19,224 )   156  
    Sandbox litigation and legal costs     21           13,697  
    Finance costs, senior credit facility and convertible debentures   6,962         22,193      
    Acquisition Entities income tax expense – current   2,987         10,018      
    Acquisition Entities income tax expense – deferred   16,109         21,272      
    Adjusted EBITDA $ 89,955 $ 80,023   +12.4 % $ 164,869   $ 154,543 +6.7 %
    Adjusted EBITDA per unit $ 1.98 $ 1.76   +12.5 % $ 3.62   $ 3.40 +6.5 %

    (2) “Actual Payout Ratio” is a supplementary financial measure and refers to Alaris’ total distributions paid during the period (annually or quarterly) divided by the actual net cash from operating activities Alaris generated for the period. It represents the net cash from operating activities after distributions paid to unitholders available for either repayments of senior debt and/or to be used in investing activities.

    (3) “Earnings Coverage Ratio (“ECR”)” is a supplementary financial measure and refers to the EBITDA of a Partner divided by such Partner’s sum of debt servicing (interest and principal), unfunded capital expenditures and distributions to Alaris. Management believes the earnings coverage ratio is a useful metric in assessing our partners continued ability to make their contracted distributions.

    (4) “Net book value” and “net book value per unit” are Non-GAAP financial measures and represents the equity value of the company or total assts less total liabilities and the same amount divided by weighted average basic units outstanding. Net book value and net book value per unit are used by management to determine the growth in assets over the period net of amounts paid out to unitholders as distributions. Management believes net book value and net book value per unit are useful supplemental measures from which to compare the Trust’s growth period over period. The Trust’s method of calculating these Non-GAAP financial measures may differ from the methods used by other issuers. Therefore, they may not be comparable to similar measures presented by other issuers.

        30-Sep   30-Jun   31-Dec
    $ thousands except per unit amounts   2024   2024   2023
    Total Assets $ 1,130,415 $ 1,093,177 $ 1,474,894
    Total Liabilities $ 93,236 $ 91,556 $ 514,071
    Net book value $ 1,037,179 $ 1,001,621 $ 960,823
    Weighted average basic units (000’s)   45,498   45,498   45,498
    Net book value per unit $ 22.80 $ 22.01 $ 21.12


    (5) “
    Partner related changes in net gain on Corporate Investments The components of Corporate Investments are Non-GAAP financial measures and are presented for better comparability to prior year reporting. These amounts are reconciled to information from note 3 of the condensed consolidated interim financial statements below. The Trust’s method of calculating these Non-GAAP financial measures may differ from the methods used by other issuers. Therefore, they may not be comparable to similar measures presented by other issuers.

      Three months ended September 30 Nine months ended September 30
    $ thousands   2024   2023 % Change   2024   2023 % Change
    Partner Distribution revenue – Preferred, including realized foreign exchange Note 1 $ 37,895 $ 37,844 +0.1 % $ 113,936 $ 108,543 +5.0 %
    Partner Distribution revenue – Common $ 27,501 $ 8,815 +212.0 % $ 31,807 $ 10,903 +191.7 %
    Net realized gain from Partners investments $ 29 $ 167 -82.6 % $ 9,005 $ 12,716 -29.2 %
    Net unrealized gain on Partners investments $ 33,006 $ 39,428 -16.3 % $ 32,463 $ 37,688 -13.9 %
    Partner related changes in net gain on Corporate Investment $ 98,431 $ 86,254 +14.1 % $ 187,211 $ 169,850 +10.2 %
    Partner related changes in net gain on Corporate Investment per unit $ 2.16 $ 1.90 +13.7 % $ 4.11 $ 3.74 +9.9 %

    Note 1 – In Q2 2023, Partner Distribution revenue – Preferred, including realized foreign exchange and Partner Distribution revenue – Common were presented as one line on the face of the income statement titled “Revenues, including realized foreign exchange gain” in the amount of $36,853 for the three months ended and $73,541 for the six months ended. Prior period Partner Distribution revenue – Preferred, including realized foreign exchange for the three and six months ended June 30, 2024 above has been adjusted to exclude Sono Bello’s management fee income (Q2 2023 three months – $496, Q2 2023 six months ended – $753) for period over period comparability, which in 2024 is recognized in the Trust’s Management and advisory fee income.

    (6) “Alaris net distributable cashflow is a non-GAAP measure that refers to all sources of external revenue in both the Trust and the Acquisition Entities less all general and administrative expenses, third party interest expense and tax expense. Alaris net distributable cashflow is a useful metric for management and investors as it provides a summary of the total cash from operating activities that can be used to pay the Trust distribution, repay senior debt and/or be used for additional investment purposes. The Trust’s method of calculating this Non-GAAP measure may differ from the methods used by other issuers. Therefore, it may not be comparable to similar measures presented by other issuers. The 2023 comparatives are presented prior to the Trust’s change in status as a investment entity and have been aligned with the most comparative balance in the 2024 presentation.

      Three months ended September 30 Nine months ended September 30
    $ thousands except per unit amounts   2024     2023   % Change   2024     2023   % Change
    Partner Distribution revenue – Preferred, including realized foreign exchange $ 37,895   $ 37,844     $ 113,936   $ 108,543    
    Partner Distribution revenue – Common   27,501     8,815       31,807     10,903    
    Third party management and advisory fees   504     506       1,526     1,260    
                 
    Expenditures of the Trust:            
    General and administrative   (4,484 )   (3,087 )     (13,308 )   (23,476 )  
    Current income tax expense   (509 )         (1,345 )      
    Third party cash interest paid by the Trust   (2,031 )   (2,032 )     (4,062 )   (4,062 )  
                 
    Expenditures incurred by Acquisition Entities:            
    Operating costs and other   (1,087 )   (928 )     (2,846 )   (2,046 )  
    Transactions costs   (378 )   (1,693 )     (2,531 )   (3,204 )  
    Acquisition Entities income tax expense – current   (2,987 )   (6,954 )     (10,018 )   (13,156 )  
    Cash interest paid, senior credit facility and convertible debentures   (6,668 )   (6,329 )     (18,038 )   (12,586 )  
                 
    Alaris’ changes in net working capital   (14,922 )   (6,063 )     (7,106 )   (7,253 )  
    Alaris net distributable cashflow $ 32,834   $ 20,079   +63.5 % $ 88,015   $ 54,923   +60.3 %
    Alaris net distributable cashflow per unit $ 0.72   $ 0.44   +63.6 % $ 1.93   $ 1.21   +59.5 %

    (7) “Run Rate Revenue” is a supplementary financial measure and refers to Alaris’ total revenue expected to be generated over the next twelve months based on contracted distributions from current Partners, excluding any potential Partner redemptions, it also includes an estimate for common dividends or distributions based on past practices, where applicable. Run Rate Revenue is a useful metric as it provides an expectation for the amount of revenue Alaris can expect to generate in the next twelve months based on information known.

    (8) “Run Rate Cash Flow” is a Non-GAAP financial measure and outlines the net cash from operating activities, net of distributions paid, that Alaris is expecting to have after the next twelve months. This measure is comparable to net cash from operating activities less distributions paid, as outlined in Alaris’ consolidated statements of cash flows.

    (9) “Run Rate Payout Ratio” is a Non-GAAP financial ratio that refers to Alaris’ distributions per unit expected to be paid over the next twelve months divided by the net cash from operating activities per unit calculated in the Run Rate Cash Flow table. Run Rate Payout Ratio is a useful metric for Alaris to track and to outline as it provides a summary of the percentage of the net cash from operating activities that can be used to either repay senior debt during the next twelve months and/or be used for additional investment purposes. Run Rate Payout Ratio is comparable to Actual Payout Ratio as defined above.

    (10) “Adjusted Earnings” is a Non-GAAP financial measure and Non-GAAP Ratio and refer to earnings determined in accordance with IFRS, before impact of the one time gain on derecognition of previously consolidated entities and foreign exchange gain (loss) and the same amount divided by weighted average basic units outstanding. Adjusted earnings and Adjusted earnings per unit are used by management to determine earnings excluding fluctuations due to unrealized changes in exchange rates that impact earnings and specifically the fair value of Corporate investment. Management believes Adjusted earning and Adjusted earnings per unit are useful measures from which to compare the Trust’s earnings period over period. The Trust’s method of calculating these Non-GAAP financial measures and ratio may differ from the methods used by other issuers. Therefore, they may not be comparable to similar measures presented by other issuers.

      Three months ended September 30 Nine months ended September 30
    $ thousands except per unit amounts   2024   2023   % Change   2024     2023 % Change
    Earnings $ 51,027 $ 63,770     $ 156,475   $ 97,710  
    Add back: Foreign exchange (gain) loss $ 11,334 $ (3,947 )   $ (19,224 ) $ 156  
    Add back: Gain on derecognition of previously consolidated entities $   na     $ (30,260 ) na  
    Adjusted earnings $ 62,361 $ 59,823   +4.2 % $ 106,991   $ 97,866 +9.3 %
    Adjusted earning per unit $ 1.37 $ 1.31   +4.6 % $ 2.35   $ 2.15 +9.3 %
                                 

    (11) “Per Unit” values, other than earnings per unit, refer to the related financial statement caption as defined under IFRS or related term as defined herein, divided by the weighted average basic units outstanding for the period.

    The terms Net Book Value, Components of Corporate investments, EBITDA, Adjusted EBITDA, Alaris net distributable cashflow, Earnings Coverage Ratio, Run Rate Payout Ratio, Actual Payout Ratio, Run Rate Revenue, Run Rate Cash Flow and Per Unit amounts should only be used in conjunction with the Trust’s unaudited interim condensed consolidated financial statements, complete versions of which available on SEDAR+ at www.sedarplus.ca.

    Forward-Looking Statements

    This news release contains forward-looking information and forward-looking statements (collectively, “forward-looking statements”) under applicable securities laws, including any applicable “safe harbor” provisions. Statements other than statements of historical fact contained in this news release are forward-looking statements, including, without limitation, management’s expectations, intentions and beliefs concerning the growth, results of operations, performance of the Trust and the Partners, the future financial position or results of the Trust, business strategy and plans and objectives of or involving the Trust or the Partners. Many of these statements can be identified by looking for words such as “believe”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words or the negative thereof. In particular, this news release contains forward-looking statements regarding: the anticipated financial and operating performance of the Partners; the attractiveness of Alaris’ capital offering; the Trust’s Run Rate Payout Ratio, Run Rate Cash Flow, Run Rate Revenue and total revenue; the impact of recent new investments and follow-on investments; expectations regarding receipt (and amount of) any common equity distributions or dividends from Partners in which Alaris holds common equity, including the impact on the Trust’s net cash from operating activities, Run Rate Revenue, Run Rate Cash Flow and Run Rate Payout Ratio; the impact of future deployment; the Trust’s ability to deploy capital; the yield on the Trust’s investments and expected resets on Distributions; changes in SOFR and exchange rates; the impact of deferred Distributions and the timing of repayment there of; the Trust’s return on its investments; and Alaris’ expenses for 2024. To the extent any forward-looking statements herein constitute a financial outlook or future oriented financial information (collectively, “FOFI”), including estimates regarding revenues, Distributions from Partners (restarting full or partial Distributions and common equity distributions), Run Rate Payout Ratio, Run Rate Cash Flow, net cash from operating activities, expenses and impact of capital deployment, they were approved by management as of the date hereof and have been included to provide an understanding with respect to Alaris’ financial performance and are subject to the same risks and assumptions disclosed herein. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur.

    By their nature, forward-looking statements require Alaris to make assumptions and are subject to inherent risks and uncertainties. Assumptions about the performance of the Canadian and U.S. economies over the next 24 months and how that will affect Alaris’ business and that of its Partners (including, without limitation, the impact of any global health crisis, like COVID-19, and global economic and political factors) are material factors considered by Alaris management when setting the outlook for Alaris. Key assumptions include, but are not limited to, assumptions that: the Russia/Ukraine conflict, conflicts in the Middle East, and other global economic pressures over the next twelve months will not materially impact Alaris, its Partners or the global economy; interest rates will not rise in a matter materially different from the prevailing market expectation over the next 12 months; global heath crises, like COVID-19 or variants thereof, will not impact the economy or our Partners operations in a material way in the next 12 months; the businesses of the majority of our Partners will continue to grow; more private companies will require access to alternative sources of capital; the businesses of new Partners and those of existing Partners will perform in line with Alaris’ expectations and diligence; and that Alaris will have the ability to raise required equity and/or debt financing on acceptable terms. Management of Alaris has also assumed that the Canadian and U.S. dollar trading pair will remain in a range of approximately plus or minus 15% of the current rate over the next 6 months. In determining expectations for economic growth, management of Alaris primarily considers historical economic data provided by the Canadian and U.S. governments and their agencies as well as prevailing economic conditions at the time of such determinations.

    There can be no assurance that the assumptions, plans, intentions or expectations upon which these forward-looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. The actual results of the Trust and the Partners could materially differ from those anticipated in the forward-looking statements contained herein as a result of certain risk factors, including, but not limited to, the following: widespread health crises is, like COVID-19 (or its variants), other global economic factors (including, without limitation, the Russia/Ukraine conflict, conflicts in the Middle East, inflationary measures and global supply chain disruptions on the global economy, Trust and the Partners (including how many Partners will experience a slowdown of their business and the length of time of such slowdown)), the dependence of Alaris on the Partners, including any new investment structures; leverage and restrictive covenants under credit facilities; reliance on key personnel; failure to complete or realize the anticipated benefit of Alaris’ financing arrangements with the Partners; a failure to obtain required regulatory approvals on a timely basis or at all; changes in legislation and regulations and the interpretations thereof; risks relating to the Partners and their businesses, including, without limitation, a material change in the operations of a Partner or the industries they operate in; inability to close additional Partner contributions or collect proceeds from any redemptions in a timely fashion on anticipated terms, or at all; a failure to settle outstanding litigation on expected terms, or at all; a change in the ability of the Partners to continue to pay Alaris at expected Distribution levels or restart distributions (in full or in part); a failure to collect material deferred Distributions; a change in the unaudited information provided to the Trust; and a failure to realize the benefits of any concessions or relief measures provided by Alaris to any Partner or to successfully execute an exit strategy for a Partner where desired. Additional risks that may cause actual results to vary from those indicated are discussed under the heading “Risk Factors” and “Forward Looking Statements” in Alaris’ Management Discussion and Analysis and Annual Information Form for the year ended December 31, 2023, which is or will be (in the case of the AIF) filed under Alaris’ profile at www.sedarplus.ca and on its website at www.alarisequitypartners.com.

    Readers are cautioned that the assumptions used in the preparation of forward-looking statements, including FOFI, although considered reasonable at the time of preparation, based on information in Alaris’ possession as of the date hereof, may prove to be imprecise. In addition, there are a number of factors that could cause Alaris’ actual results, performance or achievement to differ materially from those expressed in, or implied by, forward looking statements and FOFI, or if any of them do so occur, what benefits the Trust will derive therefrom. As such, undue reliance should not be placed on any forward-looking statements, including FOFI.

    The Trust has included the forward-looking statements and FOFI in order to provide readers with a more complete perspective on Alaris’ future operations and such information may not be appropriate for other purposes. The forward-looking statements, including FOFI, contained herein are expressly qualified in their entirety by this cautionary statement. Alaris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

    For more information please contact:

    Investor Relations
    Alaris Equity Partners Income Trust
    403-260-1457
    ir@alarisequity.com

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