Category: Taxation

MIL-OSI: Lumine Group Inc. Announces Results for the Three and Nine Months Ended September 30, 2024

Source: GlobeNewswire (MIL-OSI)

TORONTO, Nov. 01, 2024 (GLOBE NEWSWIRE) — Lumine Group Inc. (“Lumine Group” or “the Company”) (TSXV:LMN) announces financial results for the three and nine months ended September 30, 2024. All amounts referred to in this press release are in US dollars unless otherwise stated.

The following press release should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2024, and management’s discussion and analysis (“MD&A”) for the three and nine months ended September 30, 2024, which can be found on SEDAR+ at www.sedarplus.ca. Additional information about Lumine Group is also available on SEDAR+ and on Lumine Group’s website www.luminegroup.com.

Q3 2024 Headlines:

Revenue grew 35% to $177.3 million compared to $131.3 million in the same quarter prior year (including -9% organic growth after adjusting for foreign exchange impacts).
The Company generated operating income of $60.7 million during the quarter, a 35% increase from $45.1 million in the same quarter prior year.
The Company generated a net income of $18.3 million during the quarter, from net loss of $178.6 million in the same quarter prior year.
Cash flows from operations (“CFO”) decreased $25.7 million to $18.8 million compared to $44.5 million in Q3 2023, representing a decrease of 58%.
Free cash flow available to shareholders (“FCFA2S”) decreased $29.2 million to $10.4 million compared to $39.6 million in Q3 2023, representing a decrease of 74%.

Year-to-Date Q3 2024 Headlines:

Revenue grew 35% to $481.3 million compared to $356.6 million in the same nine-month period prior year (including -8% organic growth after adjusting for foreign exchange impacts).
The Company generated operating income of $141.7 million in the nine-month period ended September 30, 2024, an increase of 37% from $103.1 million in the same period prior year.
An expense of $317.4 million was incurred in the nine-month period ended September 30, 2024, up to the Mandatory Conversion Date, $298.7 million is related to the mark to market adjustments on the fair value of the Preferred and Special Securities and $18.7 million is related to the dividend payable. Fair value of the preferred and special securities is primarily dependent on the price movement of the Company’s Subordinate Voting Shares.
The Company generated a net loss of $288.3 million during the nine-month period ended September 30, 2024, from net loss of $1,319.3 million in the same period prior year. The net loss is primarily related to the redeemable preferred and special securities expense.
CFO decreased $18.0 million to $63.9 million compared to $81.9 million in the nine-month period ended September 30, 2023, representing a decrease of 22%.
FCFA2S decreased $26.6 million to $42 million compared to $68.6 million in the nine-month period ended September 30, 2023, representing a decrease of 39%.

Total revenue for the three months ended September 30, 2024 is $177.3 million, an increase of 35%, or $46.0 million, compared to $131.3 million for the comparable period in 2023. For the nine months ended September 30, 2024, total revenue was $481.3 million, an increase of 35%, or $124.7 million, compared to $356.6 million for the comparable period in 2023. The increase for the three and nine months compared to the same period in the prior year is attributable to revenues from prior year and current year acquisitions. The Company experienced organic growth of -8% and -8%, respectively for the three and nine months ended September 30, 2024 or -9% and -8% after adjusting for the impact of changes in the valuation of the US dollar against most major currencies in which the Company transacts business. For acquired companies, organic growth is calculated as the difference between actual revenues achieved by each business in the financial period following acquisition, compared to the estimated revenues they achieved in the corresponding financial period preceding the date of acquisition by the Company. Organic growth is not a standardized financial measure and might not be comparable to measures disclosed by other issuers.

Operating income for the three months ended September 30, 2024 was $60.7 million, an increase of 35%, or $15.6 million, compared to $45.1 million for the same period in 2023. Operating income for the nine months ended September 30, 2024 was $141.7 million, an increase of 37%, or $38.6 million, compared to $103.1 million for the same period in 2023. The increase for the three and nine-month periods is primarily attributable to prior year acquisitions. Operating income is not a standardized financial measure and might not be comparable to measures disclosed by other issuers. See “Non-IFRS Measures”.

Net Income for the three months ended September 30, 2024 was $18.3 million compared to net loss of $178.6 million for the same period in 2023. Net loss for the nine months ended September 30, 2024 was $288.3 million compared to net loss of $1,319.3 million for the same period in 2023. The decrease in net loss for the three and nine month periods is primarily attributable to the Mandatory Conversion of Preferred and Special Securities on March 25, 2024 such that no further preferred and special securities expense was booked in the current quarter.

For the three months ended September 30, 2024, CFO decreased $25.7 million to $18.8 million compared to $44.5 million for the same period in 2023 representing a decrease of 58%. For the nine months ended September 30, 2024, CFO decreased $18.0 million to $63.9 million compared to $81.9 million for the same period in 2023 representing a decrease of 22%. The decrease in CFO in the three and nine month periods is primarily attributable to the impact of changes in non-cash operating assets and liabilities exclusive of effects of business combinations.

For the three months ended September 30, 2024, FCFA2S decreased $29.2 million to $10.4 million compared to $39.6 million for the same period in 2023 representing a decrease of 74%. For the nine months ended September 30, 2024, FCFA2S decreased $26.6 million to $42.0 million compared to $68.6 million for the same period in 2023 representing a decrease of 39%. The decrease in the three and nine month periods is driven by lower CFO compared to the same periods in 2023. FCFA2S is a non-IFRS Measure. See “Non-IFRS Measures”.

Non-IFRS Measures

Operating income (loss) refers to income (loss) before income taxes, amortization of intangible assets, redeemable Preferred and Special Share expense, and finance and other expenses (income). We believe that operating income is useful supplemental information as it provides an indication of the profitability of the Company related to its core operations. Operating income (loss) is not a recognized measure under IFRS and may not be comparable to similar financial measures disclosed by other issuers. Accordingly, readers are cautioned that operating income (loss) should not be construed as an alternative to net income (loss).

The following table reconciles operating income to net income:

	Three months ended September 30,			Nine months ended September 30,
	2024	2023		2024		2023
Net income (loss)	18.3	(178.6	)	(288.3	)	(1,319.3	)
Adjusted for:
Amortization of intangible assets	29.6	21.4		81.6		57.7
Redeemable preferred and special securities expense	–	194.8		317.4		1,346.0
Finance and other expense (income)	8.9	3.7		18.9		10.0
Income tax expense (recovery)	3.9	3.8		12.1		8.8
Operating income (loss)	60.7	45.1		141.7		103.1

Free cash flow available to shareholders ‘‘FCFA2S’’ refers to net cash flows from operating activities less interest paid on lease obligations, interest paid on bank debt, transaction costs on bank debt, repayments of lease obligations, dividends paid to redeemable preferred and special securities holders, and property and equipment purchased. The Company believes that FCFA2S is useful supplemental information as it provides an indication of the uncommitted cash flow that is available to shareholders if Lumine Group does not make any acquisitions, or investments, and does not repay any debts. While the Company could use the FCFA2S to pay dividends or repurchase shares, the Company’s objective is to invest all of its FCFA2S in acquisitions which meet the Company’s hurdle rate.

FCFA2S is not a recognized measure under IFRS and may not be comparable to similar financial measures disclosed by other issuers. Accordingly, readers are cautioned that FCFA2S should not be construed as an alternative to net cash flows from operating activities.

The following table reconciles FCFA2S to net cash flows from operating activities:

	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net cash flows from operating activities:	18.8		44.5		63.9		81.9
Adjusted for:
Interest paid on lease obligations	(0.1	)	(0.2	)	(0.4	)	(0.5	)
Interest paid on other facilities	(5.7	)	(2.8	)	(13.3	)	(6.4	)
Credit facility transaction costs	(0.0	)	0.0		(1.9	)	(1.8	)
Payment of lease obligations	(1.6	)	(1.4	)	(4.6	)	(3.8	)
Property and equipment purchased	(1.1	)	(0.4	)	(1.7	)	(0.8	)
Free cash flow available to shareholders	10.4		39.6		42.0		68.6

Forward Looking Statements

Certain statements herein may be “forward looking” statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Lumine Group or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward looking statements. These forward looking statements reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof and Lumine Group assumes no obligation, except as required by law, to update any forward looking statements to reflect new events or circumstances.

About Lumine Group Inc.

Lumine Group acquires, strengthens, and grows, vertical market software businesses in the communications and media industry. Learn more at www.luminegroup.com.

For further information:

David Nyland
Chief Executive Officer
Lumine Group
investors@luminegroup.com
+1-437-353-4910

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

Condensed Consolidated Interim Statements of Financial Position
(In thousands of USD. Due to rounding, numbers presented may not foot.)

Unaudited

	September 30, 2024			December 31, 2023

Assets

Current assets:
Cash	$	180,357		$	146,509
Accounts receivable, net		142,741			104,955
Unbilled revenue, net		49,551			39,858
Inventories		521			521
Other assets		40,727			44,862
		413,897			336,705

Non-current assets:
Property and equipment		7,243			4,164
Right of use assets		7,716			11,973
Deferred income taxes		10,400			6,197
Other assets		12,939			13,063
Intangible assets and goodwill		826,041			763,793
		864,339			799,190

Total assets	$	1,278,236		$	1,135,895

Liabilities and Equity

Current liabilities:
Accounts payable and accrued liabilities	$	101,136		$	97,533
Due to related parties, net		1,807			2,380
Current portion of bank debt		2,248			3,071
Deferred revenue		86,890			91,726
Acquisition holdback payables		656			19
Lease obligations		5,128			6,358
Income taxes payable		12,978			12,436
Preferred and Special Securities		–			4,469,996
		210,843			4,683,519

Non-current liabilities:
Deferred income taxes		109,985			124,659
Bank debt		286,457			149,636
Lease obligations		3,583			6,921
Other liabilities		7,767			13,127
		407,792			294,343

Total liabilities		618,635			4,977,862

Equity:
Capital stock		490,669			–
Contributed surplus		185,142			(1,015,661	)
Accumulated other comprehensive income (loss)		(3,814	)		(6,296	)
Retained earnings (deficit)		(12,396	)		(2,820,010	)
		659,601			(3,841,967	)

Total liabilities and equity	$	1,278,236		$	1,135,895

Condensed Consolidated Interim Statements of Income (Loss)
(In thousands of USD, except per share amounts. Due to rounding, numbers presented may not foot.)

Unaudited

	Three months ended September 30,								Nine months ended September 30,
		2024					2023			2024			2023

Revenue
License	$	12,798				$	11,247		$	36,205		$	32,990
Professional services		32,780					23,061			86,622			63,328
Hardware and other		6,589					5,651			11,332			14,987
Maintenance and other recurring		125,167					91,342			347,099			245,262
		177,334					131,301			481,258			356,567
Expenses
Staff		89,929					61,871			250,662			181,775
Hardware		3,657					3,374			6,595			9,825
Third party license, maintenance and professional services		8,575					7,783			28,981			20,568
Occupancy		2,246					1,064			4,117			2,630
Travel, telecommunications, supplies, software and equipment		4,152					5,218			23,660			15,104
Professional fees		2,637					2,060			11,124			12,292
Other, net		3,011					2,754			7,467			5,443
Depreciation		2,473					2,120			6,925			5,825
Amortization of intangible assets		29,616					21,351			81,648			57,668
		146,296					107,595			421,179			311,130

Redeemable Preferred and Special Securities expense		–					194,817			317,362			1,346,020
Finance and other expenses (income), net		8,898					3,703			18,868			9,960
		8,898					198,520			336,230			1,355,980

Income (loss) before income taxes		22,140					(174,814	)		(276,151	)		(1,310,543	)

Current income tax expense (recovery)		13,572					12,651			31,127			30,813
Deferred income tax expense (recovery)		(9,710			)		(8,815	)		(18,982	)		(22,042	)
Income tax expense (recovery)		3,862					3,836			12,145			8,771

Net income (loss)	$	18,278				$	(178,650	)	$	(288,296	)	$	(1,319,314	)

Weighted average shares outstanding:
Basic				256,620,389			74,040,058			199,991,663			71,967,707
Diluted				256,620,389			253,104,970			255,529,839			242,370,504

Earnings per share:
Basic and diluted			$	0.07		$	(2.41	)	$	(1.44	)		(18.33	)

Condensed Consolidated Interim Statements of Comprehensive Income (Loss)
(In thousands of USD. Due to rounding, numbers presented may not foot.)

Unaudited

	Three months ended September 30,					Nine months ended September 30,
		2024		2023			2024			2023

Net income (loss)	$	18,278	$	(178,650	)	$	(288,296	)	$	(1,319,314	)

Items that are or may be reclassified subsequently to net income (loss):

Foreign currency translation differences from foreign operations and other		7,082		(4,657	)		2,482			(4,968	)

Other comprehensive (loss) income for the year, net of income tax		7,082		(4,657	)		2,482			(4,968	)

Total comprehensive income (loss) for the year	$	25,360	$	(183,307	)	$	(285,814	)	$	(1,324,282	)

Condensed Consolidated Interim Statement of Changes in Equity
(In thousands of USD. Due to rounding, numbers presented may not foot.)

Unaudited

Nine months ended September 30, 2024

Capital stock

Contributed surplus

Accumulated other comprehensive (loss) income

Retained earnings (deficit)

Total equity

Balance at January 1, 2024

–

(1,015,661

)

(6,296

)

(2,820,010

)

(3,841,967

)

Total comprehensive income (loss) for the period:

Net income (loss)

–

(288,296

)

(288,296

)

Other comprehensive income (loss):

Foreign currency translation differences from foreign operations and other

–

2,482

–

2,482

Total other comprehensive income (loss) for the period

–

2,482

–

2,482

Total comprehensive income (loss) for the period

–

2,482

(288,296

)

(285,814

)

Settlement of Preferred and Special Share Dividends in Subordinate Voting Shares

87,368

–

87,368

Mandatory Conversion of Special and Preferred Shares

403,301

1,200,803

–

3,095,910

4,700,014

Balance at September 30, 2024

490,669

185,142

(3,814

)

(12,396

)

659,601

Condensed Consolidated Interim Statement of Changes in Equity
(In thousands of USD. Due to rounding, numbers presented may not foot.)

Unaudited
Nine months ended September 30, 2023
	Capital stock		Contributed surplus			Accumulated other comprehensive (loss) income			Retained earnings (deficit)			Total equity

Balance at January 1, 2023	$	–	$	162,692		$	(8,912	)	$	–		$	153,780

Total comprehensive income (loss) for the period:
Net income (loss)		–		–			–			(1,319,314	)		(1,319,314	)

Other comprehensive income (loss):
Foreign currency translation differences from foreign operations and other		–		–			(4,968	)		–			(4,968	)

Total other comprehensive income (loss) for the period		–		–			(4,968	)		–			(4,968	)

Total comprehensive income (loss) for the period		–		–			(4,968	)		(1,319,314	)		(1,324,282	)

Transactions with Parent, recorded directly in equity
Capital contributions by Parent		–		22,451			–			–			22,451
Amalgamation with Lumine Group (Holdings) Inc.		–		(1,200,804	)		–			–			(1,200,804	)
Special Share conversion		–		–			–			5,110			5,110

Balance at September 30, 2023	$	–	$	(1,015,661	)	$	(13,880	)	$	(1,314,204	)	$	(2,343,746	)

Condensed Consolidated Interim Statements of Cash Flows
(In thousands of USD. Due to rounding, numbers presented may not foot.)

Unaudited
	Three months ended September 30,						Nine months ended September 30,
		2024			2023			2024			2023

Cash flows from (used in) operating activities:
Net income (loss)	$	18,278		$	(178,650	)	$	(288,296	)	$	(1,319,314	)
Adjustments for:
Depreciation		2,473			2,120			6,925			5,825
Amortization of intangible assets		29,616			21,351			81,648			57,668
Contingent consideration adjustments		(1,357	)		58			(399	)		(2,420	)
Preferred and Special Securities expense (income)		–			194,817			317,362			1,346,020
Finance and other expenses (income)		8,898			3,703			18,868			9,960
Income tax expense (recovery)		3,862			3,836			12,145			8,771
Change in non-cash operating assets and liabilities exclusive of effects of business combinations		(34,300	)		5,822			(68,428	)		(4,565	)
Income taxes (paid) received		(8,641	)		(8,565	)		(15,957	)		(20,077	)
Net cash flows from (used in) operating activities		18,829			44,492			63,868			81,868

Cash flows from (used in) financing activities:
Interest paid on lease obligations		(105	)		(205	)		(388	)		(464	)
Interest paid on bank debt		(5,702	)		(2,823	)		(13,304	)		(6,414	)
Cash transferred from (to) Parent		345			(2,121	)		(1,645	)		(13,957	)
Proceeds from issuance of bank debt		15,000			–			155,500			175,000
Repayments of bank debt		(17,976	)		(50,244	)		(18,464	)		(50,897	)
Transaction costs on bank debt		(25	)		–			(1,874	)		(1,771	)
Payments of lease obligations		(1,560	)		(1,419	)		(4,594	)		(3,784	)
Issuance of Preferred Shares to Parent		–			–			–			181,484
Dividends paid		–			(12	)		–			(24	)
Net cash flows from (used in) in financing activities		(10,023	)		(56,823	)		115,231			279,173

Cash flows from (used in) investing activities:
Acquisition of businesses		–			–			(144,325	)		(314,760	)
Cash obtained with acquired businesses		–			–			–			33,965
Post-acquisition settlement receipts (payments), net		5,685			(264	)		4,706			(2,933	)
Property and equipment purchased		(1,058	)		(408	)		(1,689	)		(829	)
Other investing activities		(720	)		72			(984	)		(584	)
Net cash flows from (used in) investing activities		3,907			(600	)		(142,292	)		(285,142	)


Effect of foreign currency on cash and cash equivalents		72			(1,827	)		(2,959	)		(1,839	)

Increase (decrease) in cash		12,785			(14,758	)		33,848			74,060

Cash, beginning of period		167,572			155,903			146,509			67,085

Cash, end of period	$	180,357		$	141,145		$	180,357		$	141,145

The MIL Network –

January 26, 2025

MIL-OSI: Partners Value Investments L.P. Announces Changes to Internal Group Capital Structure

Source: GlobeNewswire (MIL-OSI)

TORONTO, Nov. 01, 2024 (GLOBE NEWSWIRE) — Partners Value Investments L.P. (TSXV: PVF.UN, PVF.PR.U) (the “Partnership”), Partners Value Investments Inc. (TSXV: PVF.WT, PVF.PR.V) (“PVII”) and Partners Value Split Corp. (TSX: PVS.PR.G, PVS.PR.H, PVS.PR.I, PVS.PR.J, PVS.PR.K, PVS.PR.L) (“PV Split” and together with the Partnership and PVII, the “PVI Group”) together announce the completion of a share capital reorganization involving a change in how the Partnership owns its interest in PVII and how PVII owns its interest in PV Split.

Pursuant to the reorganization, among other things, PVII amended its articles to: (a) redesignate the voting common shares held by the Partnership (“Common Shares”) as Class A restricted voting shares, which have substantially the same terms as the Common Shares but are entitled to elect 50% of the directors of PVII; and (b) create Class B restricted voting shares (“Class B Shares”), which are not entitled to dividends, are redeemable for a nominal amount and are entitled to elect 50% of the directors of PVII. A new trust, Partners Value Holding Trust, subscribed for Class B Shares and is the sole owner of PVII shares of that class. As a result, the Partnership no longer controls PVII, but has retained 100% of its economic interest in PVII.

A similar change has been made to the articles of PV Split. As a result of the transaction, PVII now owns 100% of the Class A restricted shares of PV Split, which have substantially the same terms as the voting shares of PV Split but are entitled to elect 50% of the directors of PV Split and a new trust, Partners Value Split Holding Trust, holds 100% of the new Class B restricted voting shares of PV Split, which are not entitled to dividends, are redeemable for a nominal amount and are entitled to elect 50% of the directors of PV Split. As a result, PVII no longer controls PV Split, but has retained 100% of its economic interest in PV Split.

After these changes, which have no impact on the publicly-traded units of the Partnership, it is expected that PVII and PV Split will both continue to be considered mutual fund corporations for tax purposes under current law and following the implementation of proposed amendments to the Income Tax Act (Canada) relating to mutual fund corporations.

For additional information, please contact Investor Relations at ir@pvii.ca or 416-643-7621.

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

Forward-Looking Statements

Note: This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of applicable Canadian securities regulations. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “intends”, “targets”, “projects”, “forecasts”, “seeks”, “likely” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”. Forward-looking statements in this news release include statements relating to and regarding the qualification of PVII and PV Split as mutual fund corporations and the economic impact of the proposed transaction on the PVI Group. Forward-looking statements are provided for the purpose of presenting information about current expectations and plans of management of the PVI Group relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes.

Although management believes that these forward-looking statements and information 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 control of the PVI Group, which may cause the actual results, performance or achievement the PVI Group to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements and information include, but are not limited to: changes to the qualification of PVII or PV Split as “mutual fund corporations” under the Income Tax Act (Canada); changes in in government regulation and legislation; changes in tax laws; the impact or unanticipated impact of general economic, political and market factors; the behavior of financial markets, including fluctuations in interest and foreign exchanges rates; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments including terrorist acts and the outbreak of disease including epidemics and pandemics; and other risks and factors detailed from time to time in the PVI Group’s documents filed with the securities regulators in Canada.

The PVI Group cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on the PVI Group’s forward-looking statements and information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the PVI Group undertakes no obligation to publicly update or revise any forward-looking statements and information, whether written or oral, that may be as a result of new information, future events or otherwise.

The MIL Network –

January 26, 2025
MIL-OSI USA: Governor Newsom reaches agreement with La Habra Heights on violations of state housing law

Source: US State of California 2

Nov 1, 2024

What you need to know: Governor Newsom and Attorney General Rob Bonta have reached a settlement with La Habra Heights to bring the city into compliance with state housing law.

SACRAMENTO — Governor Gavin Newsom and Attorney General Rob Bonta today announced the state has entered into a stipulated judgment with the City of La Habra Heights, putting the city on an expedited timeline to submit a compliant housing element to the Department of Housing and Community Development. The new housing plan must create 244 housing units, including at least 164 that are affordable to low or very-low-income households.

“No more excuses — every community has a responsibility to create housing and to help reduce homelessness. I am pleased that La Habra Heights has come to the table and agreed to meet their housing goals for a community that desperately needs more affordable homes.”

Governor Gavin Newsom

“The City of La Habra Heights has done the right thing. Instead of continuing to skirt California’s housing laws, it will finally be complying with its legal obligation to plan for 244 housing units,” said Attorney General Rob Bonta. “My office will not let up: no matter the size of the city or county, we will not rest until every local government in California plans for the future and does its part to tackle our housing crisis.”

The City of La Habra Heights is designated as a high opportunity jurisdiction by the California Tax Credit Allocation Committee and California Department of Housing and Community Development (HCD) Opportunity Area 2024 map, indicating access to good schools, less pollution, and jobs—all factors that impact long-term success for families with children. However, the city currently has only single-family homes, with no multifamily housing and zero affordable units.

The deadline for the City of La Habra Heights to adopt a compliant housing element was October 2021.

After repeated attempts to assist the city to come into compliance, HCD’s Housing Accountability Unit — launched by Governor Newsom in 2021 — issued a Notice of Violation on March 19, 2024. HCD then worked with the Attorney General’s Office to reach today’s agreement with La Habra Heights.

Despite the agreement, until La Habra Heights fulfills its obligations under the agreement, the city remains subject to the “Builder’s Remedy” and cannot refuse to permit certain affordable housing projects. The city also remains ineligible to receive key state housing and homelessness funds.

HCD, through the Attorney General’s Office, has now entered into five agreements over housing element compliance. The previous four were San Bernardino, Coronado, Malibu, and Fullerton.

“This latest agreement is a key example of why it is so important that every city, big and small, is held accountable for doing its fair share to address the statewide housing need,” said HCD Director Gustavo Velasquez. “When La Habra Heights adopts a compliant housing element, it will — for the first time ever — make land available for multifamily and affordable housing, creating a path to opportunity for more families in this high-resource community.”

All state and local public agencies must take deliberate action to Affirmatively Further Fair Housing — combating disparities resulting from past patterns of segregation. Increasing supply of multifamily housing expands access to fair housing for lower-income and historically disadvantaged groups, in turn fostering more inclusive communities.

More housing. More accountability.

Since taking office, Governor Newsom has invested $40 billion in housing production. The state has also invested over $27 billion to help communities address homelessness.

Governor Newsom championed the creation of the Housing Accountability Unit at HCD to ensure cities and counties fulfill their legal responsibilities to plan and permit their fair share of housing. This focus on accountability has, in part, led to a 15-year high in housing starts in California. Since its establishment, the Housing Accountability Unit has supported the development of 7,513 housing units, including 2,765 affordable units, through enforcement actions and by working with local jurisdictions to ensure compliance with housing law.

Addressing the homelessness crisis

Today’s action also follows the Governor’s recent executive order urging local governments to quickly address encampments and provide individuals experiencing homelessness with the care, compassion, and support they need. Earlier this month, the Governor announced $130.7 million in new funding for local communities to help people experiencing homelessness in dangerous encampments, paired with robust accountability measures.

California recently announced 37 new grant awards totaling more than $827 million to help more than 100 local communities and organizations create long-term solutions to address homelessness, with strong accountability and transparency measures and clear expectations to ensure that local strategies to address homelessness are measurable and effective.

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MIL OSI USA News –

January 26, 2025
MIL-OSI: 39/2024・Trifork Group AG – Interim report for the quarter ending 30 September 2024
Source: GlobeNewswire (MIL-OSI)

Trifork Group AG
Company announcement no. 39/2024
Schindellegi, Switzerland – 1 November 2024
Interim Financial Report for the third quarter ending 30 September 2024

Trifork Group reports -0.8% revenue growth in the core business, adjusts full year-outlook, and targets around EURm 10 in annual cost savings to improve margins

CEO Jørn Larsen comments on the third quarter:
“2024 has proven to be one of Trifork’s most challenging years. The private sector business environment for many of the services we provide remained difficult and unpredictable through the third quarter, but we cannot only blame the market. Some of our units have struggled to secure new customers or new engagements with existing customers. This will be fixed, based on the ways of working of our well-performing units.

We underestimated the negative margin impact from persistently lower-than-expected revenue growth throughout the year. In response, we will now extend our cost savings program with the aim to reduce overall annual cost by around EURm 10. We will introduce a 10% cut in selected management remuneration led by myself and our CFO, make further rightsizing in low-performing units, and reduce other costs until we see an improved market situation. Reducing our workforce in certain units is a necessary but difficult decision that weighs heavily on me and our business unit leaders and we will work closely together to make the right decisions. We do not know when a market improvement will materialize, but with a broader customer network and pipeline than ever before, we are prepared to capitalize when it does, at which time we aim to return to double-digit growth with a double-digit EBIT margin.

These challenges in parts of the organization are offset by many positive developments too. Our Public sector business, accounting for 39% of revenue, is back on track with healthy growth and a robust pipeline. Our strategic focus on the U.S. market is also yielding results, with solid growth and a promising pipeline for 2025. US revenue increased by 56% in Q3 and 29% in the first nine months compared to the same periods in 2023. Additionally, our Run business is building momentum for recurring revenue growth, and our new office in Oman is off to a strong start, powered by our proprietary platforms. Finally, our most valuable companies in Trifork Labs are performing very well.”

Third quarter 2024
- Trifork Group
  - In Q3 2024, Trifork Group revenue amounted to EURm 47.1, a net decline of -1.8% from Q3 2023, the combined result of an inorganic growth of 4.9% and an organic decrease of 6.8%. In the quarter, Trifork had EURm 0.5 less revenue from the more volatile and non-core hardware and third-party licenses compared to Q3 2023. Adjusted for this, Group revenue growth was -0.8% in Q3 2024.
  - Trifork Group adjusted EBITDA amounted to EURm 5.3, corresponding to 11.3% margin. No special items were recorded.
  - Trifork Group EBIT amounted to EURm 1.1, corresponding to 2.4% EBIT margin.
  - Trifork Group net income amounted to EURm 1.6.
- Trifork Segment
  - In Q3 2024, adjusted EBITDA in the Trifork Segment amounted to EURm 5.8 (Q3 2023: EURm 7.0). The adjusted EBITDA margin was 12.3% (Q3 2023: 14.5%).
  - Sub-segments
    
    Inspire revenue increased by 11.6% to EURm 0.8 and realized an adjusted EBITDA of EURm -0.6 (Q3 2023: EURm -0.9).
    
    Build revenue declined by -2.9% to EURm 34.5 and realized an adjusted EBITDA margin of 11.3% (Q3 2023: 18.5%).
    
    Run revenue increased by 2.2% to EURm 11.7. Adjusted for volatile and non-core hardware and third-party licenses, revenue growth was 8.4%. The adjusted EBITDA margin was 33.5% (Q3 2023: 23.2%).
- Trifork Labs
  - In Q3 2024, fair value adjustment of Trifork Labs investments was EURm 1.7. The book value of all minority investments was EURm 75.4 at the end of the quarter. EBT from Trifork Labs was EURm 2.1 in the quarter.
The financial outlook for 2024 is adjusted as follows:
- Revenue is expected in the range of EURm 205-208 (previously EURm 215-220) equal to -1.4 to 0.0% growth. The revised revenue guidance is explained by lower revenue expectations in the fourth quarter, including around EURm 7 (license and hardware sales) in revenue on already agreed engagements now delayed to 2025.
- Adjusted EBITDA in Trifork Segment is expected in the range of EURm 25-27 (previously EURm 31-34). The revised guidance on adjusted EBITDA in Trifork Segment is explained by the lower revenue outlook and the additional costs of reorganizations in Q3 and Q4.
- EBIT in Trifork Group is expected in the range of EURm 8-10 (previously EURm 14-17).
- As the planned transaction in our managed security services is not yet to be closed, we have excluded any potential effect from its potential deconsolidation in the guidance. We expect a positive effect between EURm 3-5 on unadjusted EBITDA and EBIT when the process is completed.
Main events in the third quarter of 2024
- Inspire
  Q3 is seasonally a quarter with low conference activity. Hence, the conference activities in the quarter were primarily focused on preparing for GOTO Copenhagen and GOTO Chicago in October. The online GOTO universe continued to grow in with 1.9 million combined views on YouTube and Instagram in Q3, and 74.6 million views in total. At the end of the quarter, we had 1.0 million subscribers. We are continuously sharpening our planning of events and have optimized our cost structure through the year. The improved earnings momentum continued in Q3, and in the first three quarters Inspire improved EBITDA with EURm 0.8 compared to the same period last year.
- Build
  Build revenue declined by 2.9% compared to the same quarter last year. The weakness came primarily from the private sector, which accounted for 61% of revenue. Corporates continued to take a cautious approach to IT spending in light of the global economic uncertainty, geopolitical uncertainty, and higher interest rates compared to previous years. The continued low activity from private sector customers has been particularly visible in UK, whereas our private sector engagements in the US displayed comparatively better performance. Danish public revenue grew 15% in Q3 compared to the same quarter last year. After a soft start to the year with disruptions to existing customer engagements, our Danish Public business has gained momentum with several key wins and ramp-up of delivery on existing framework agreements won in previous quarters and years. Public wins in Q3 included The IT and Development Agency at the Danish Ministry of Taxation as well as The Danish Business Authority.
- Run
  Revenue in Run increased by 2.2% in Q3 compared to the same quarter last year. Our Cloud Operations business has built a solid sales pipeline supported by our new Contain cloud product offering. This is driven by both public and private customers. As announced in Q2, our managed services security business is in discussion with potential strategic partners in order to accelerate growth and market share. Our Splunk services gained momentum in Q3 with key customer wins and a new product offering for SME’s compliance with NIS2 cyber regulation.
- Trifork Labs
  In Q3, Trifork Labs completed no new investments or exits. One Labs company completed an internal financing round. Activities in the quarter primarily included reviewing investment proposals from new investors in individual Labs companies. The most valuable companies in Trifork Labs are performing to a satisfactory degree. Dividends of EURm 0.2 were received in the quarter.
Results presentation

Trifork will host a results presentation and Q&A session with CEO Jørn Larsen and CFO Kristian Wulf-Andersen today, 1 November 2024 at 11:00 CET in a live webcast that can be accessed via the following link, or via the investor website:

https://trifork.zoom.us/j/96731822513?pwd=NW1HUxyhyL8sUfP7pCpymC9vOsDpNe.1

A recording will be made available on our investor website. More information can be found at https://investor.trifork.com/events/.

For more information, please contact:

Investors
Frederik Svanholm, Group Investment Director & Head of Investor Relations
frsv@trifork.com, +41 79 357 7317

Media
Peter Rørsgaard, CCO Fintech & Head of Press Relations
pro@trifork.com, +45 2042 2494

About Trifork Group
Trifork is a pioneering global technology partner, empowering enterprise and public sector customers with innovative solutions. With 1,278 professionals across 76 business units in 15 countries, Trifork delivers expertise in inspiring, building, and running advanced software solutions across diverse sectors, including public administration, healthcare, manufacturing, logistics, energy, financial services, retail, and real estate. Trifork Labs, the Group’s R&D hub, drives innovation by investing in and developing synergistic and high-potential technology companies. Trifork Group AG is a publicly listed company on Nasdaq Copenhagen. Learn more at trifork.com.

Attachments
- 24Q3_Interim report
- CA_39_2024_Q3 report
The MIL Network –
January 26, 2025

MIL-OSI: Aktsiaselts Infortar subsidiary AS Eesti Gaas acquires a 100% shareholding in EWE Polska

Source: GlobeNewswire (MIL-OSI)

Aktsiaselts Infortar subsidiary AS Eesti Gaas acquires a 100% shareholding in EWE Polska

AS Eesti Gaas, a wholly owned subsidiary of Aktsiaselts Infortar (Infortar) and the German energy group EWE AG have entered into an agreement on the 31^st of October 2024, under which EWE AG will sell 100% of the shares of its wholly owned subsidiary EWE Polska sp. z o.o. (EWE Polska) which operates in Poland. EWE Polska has two wholly owned subsidiaries, EWE Energia sp. z o.o. and EWE Przesył sp. z o.o. (altogether EWE Polska group).
Chairman of the Management Board of Infortar Ain Hanschmidt:
“Our ambition is to expand beyond the Baltic-Finnish region into Central and Western Europe, implementing our proven model and experience as a gas supplier and network operator Poland, thereby delivering the best service to consumers. The acquisition of an energy company in Poland provides us with the necessary momentum in this large and important growing gas market, while also ensuring an additional steady cash flow for the company’s shareholders.”

The fields of activity of EWE Polska group include a natural gas distribution network in Western Poland and all business lines of energy sales (including gas and electricity sales).

The completion of the transaction requires approval from the Polish Competition Authority (Polish: Urząd Ochrony Konkurencji i Konsumentów), as well as corporate approval by the EWE AG Supervisory Board (German: Aufsichtsrat).

The acquisition of shares in EWE Polska constitutes a significant transaction under Nasdaq Tallinn Stock Exchange Rules and Regulations. Therefore, the Stock Exchange Release includes comprehensive information on the transaction’s circumstances and EWE Polska’s financial results.

EWE Polska is the second-largest privately-owned network operator in Poland. The company operates a natural gas distribution network of 2,316 km in western Poland, mainly around Poznan, serving over 25,000 clients. In addition to infrastructure management, the company sells natural gas and electricity, with energy sales totaling 1.2 TWh last year.

The aim of the transaction is to significantly expand Infortar’s energy business in the Polish market, with the impact on the Infortar’s consolidation group being adding estimated revenues of more than 100 million euros.
The acquisition of EWE Polska group increases our market presence in this large and important growing gas market, while also ensuring steady cash flow from regulated assets to our shareholders.

1. Terms of payment of purchase price for the shares of EWE Polska
The purchase price for shares of EWE Polska is 120 000 000 euros payable as monetary payment.
The purchase price will be paid at the completion of the transaction after being adjusted based on accrued interest and occurred leakage (if any).

2. EWE Polska’s financial results
EWE Polska group total revenues in year 2023 amounted to 141.1 mEUR (2022: 133.2 mEUR and 2021: 76.4 mEUR) which is 6% higher than the year before and 85% higher than in year 2021. In 2023, earnings before interest, taxes, depreciation, and amortization (EBITDA) was -2.2 mEUR, compared to 15.6 mEUR in 2022 and 15.0 mEUR in 2021. In 2023, the consolidated net profit was -3.7 mEUR, compared to net profit of 10.5 m EUR and 10.0 mEUR in years 2022 and 2021 respectively.

EWE Polska group total assets in 2023 were 170.0 mEUR (2022: 182.4 mEUR and 2021: 156.5mEUR) including total fixed assets 115.8 mEUR that is 68% from total assets (2022: 63% and 2021: 69%). Total current assets in 2023 were 54.2 mEUR, including cash and equivalents 22.9 m EUR. In 2022 respective numbers were 66.7 mEUR and 20.7 mEUR. In 2021 the numbers were 48.1 mEUR and 16.2 mEUR.

Total Equity in 2023 was 115.5 mEUR (in 2022 total equity was 121.5 mEUR and in 2021 114.6 mEUR).
For more detailed information, please see appendix.

Based on the additional information provided to Infortar, there have been no adverse changes in the business operations of the EWE Polska group since the close of the 2023 financial year. Unaudited consolidated figures for the first eight months of 2024 have been presented to Infortar, showing consolidated sales of 74.6 mEUR (2023 8 months: 94.2 mEUR), an EBITDA of 15.2 mEUR (2023 8 months: 5.9 mEUR), and a net profit of 12.3 mEUR (2023 8 months: -2.6 mEUR).

3. Overview of the loans undertaken by EWE Polska
EWE Polska group has no outstanding loans in its consolidated balance sheet.

4. The structure of shareholders of EWE Polska
EWE Polska is 100% owned by EWE AG. Upon completion of the transaction 100% of EWE Polska shares will be acquired by Infortar’s wholly owned subsidiary AS Eesti Gaas.

5. Information on significant court or arbitration proceedings involving EWE Polska
According to information provided to Infortar, the companies within the EWE Polska group are not engaged in any significant court or arbitration proceedings. While certain legal proceedings related to their regular business activities are ongoing, Infortar has grounds to believe that the outcomes of these proceedings are unlikely to have a material impact on the business activities of EWE Polska group companies.

6. Information on valid contracts between Infortar and EWE Polska
Currently there are no valid contracts between Infortar and EWE Polska group.

7. The composition of managing bodies of EWE Polska
The Management Board of EWE Polska currently consists of Mr. Krzysztof Noga and Ms. Agnieszka Bielewicz. The Supervisory Board has not been formed.

The contemplated transaction is not a transaction between related parties and the members of the Supervisory Board and the Management Board of Aktsiaselts Infortar have no personal interest in the transaction in any other way.

Aktsiaselts Infortar operates in seven countries, the company’s main fields of activity are energy, maritime transport, and real estate. Aktsiaselts Infortar owns a 68.47% stake in Aktsiaselts Tallink Grupp, a 100% stake in AS Eesti Gaas and a versatile and modern real estate portfolio of approx. 113,000 m2. In addition to the three main areas of activity, Aktsiaselts Infortar also operates in construction and mineral resources, agriculture, printing, taxi business and other areas. A total of 104 companies belong to the Aktsiaselts Infortar group: 95 subsidiaries, 4 affiliated companies and 5 subsidiaries of affiliated companies. Excluding affiliates, Aktsiaselts Infortar employs 6,625 people.

Additional information:
Kadri Laanvee
Investor Relations Manager
Phone: +372 5156662
e-mail: kadri.laanvee@infortar.ee
www.infortar.ee/en/investor

Appendix Balance Sheet and Profit and Loss Statements of EWE Polska group

BALANCE SHEET
Amounts in millions of euros FX rate of 4.35 has been used for conversion		31.12.2021	31.12.2022	31.12.2023
Cash and equivalents	16,2		20,7	22,9
Derivatives	14,3		16,3	6,0
Receivables	14,7		24,7	15,1
Inventories	2,5		4,8	4,3
Other current assets	0,4		0,3	6,0
Total current assets	48,1		66,7	54,2
Total fixed assets	108,5		115,7	115,8
TOTAL ASSETS	156,5		182,4	170,0

Trade payables	14,4		23,0	16,0
Derivatives	8,8		9,9	7,3
Tax Liabilities	1,3		2,1	3,4
Advances Received	1,8		7,1	6,2
Connection fees	0,1		0,1	0,1
Other current liabilities	2,6		3,4	6,4
Total current liabilities	29,0		45,6	39,5
Derivatives	0,0		0,2	0,2
Other non-current liabilities	1,5		3,3	2,8
Connection fees	11,4		11,8	12,1
Total long-term liabilities	12,9		15,3	15,1
Total Equity	114,6		121,5	115,5
of which share capital	105,1		104,9	105,8
TOTAL EQUITY AND LIABILITIES	156,5		182,4	170,0

PROFIT AND LOSS STATEMENT
Amounts in millions of euros	2021	2022	2023
Sales revenues	76,0	132,9	139,3
Other revenues	0,4	0,3	1,7
TOTAL REVENUES	76,4	133,2	141,1
Cost of goods sold	-55,1	-104,3	-117,4
Staff costs	-4,6	-5,7	-6,4
Other operating costs	-6,5	-7,6	-8,1
Other costs	-1,9	-1,1	-1,4
Derivatives	6,6	1,2	-9,9
EBITDA	15,0	15,6	-2,2
Depreciation and Amortisation	-2,5	-2,6	-3,1
EBIT	12,5	13,0	-5,2
Financial costs and revenues	0,1	0,5	0,7
Income tax	-2,6	-3,0	0,8
NET PROFIT	10,0	10,5	-3,7

The MIL Network –

January 26, 2025

MIL-OSI United Kingdom: Funding for UK’s growth-driving creative industries confirmed in the Budget
Source: United Kingdom – Executive Government & Departments

Culture Secretary Lisa Nandy has welcomed confirmation in the Budget of the government’s commitment to support the creative industries – as part of the Industrial Strategy – recognising the key role it can play in economic growth.
Budget funding to help thousands of creative businesses grow across the UK

£3m scheme to improve awareness of creative career paths for school children

£25m devolved local growth funding, which the North East plans to use for new Crown Works film studio to be built in Sunderland

Grants to continue for start-up video game studios, grassroots music venues and for regional clusters of creative firms outside of London

New VFX tax credit confirmed, UK’s world-leading film,TV, theatre, orchestra and museums tax reliefs continue

The creative industries are worth £125 billion to the UK economy and were named as one of the government’s eight growth-driving sectors in its Industrial Strategy.

At the Budget yesterday the Chancellor confirmed that the Department for Culture, Media and Sport’s spending programmes to grow the creative industries will continue, with additional funding to improve access to creative careers for young people across the country.

Culture Secretary Lisa Nandy said:

This was a Budget to fix the foundations, stabilise our economy and put us on the path to prosperity for years to come.

The Creative Industries will play a critical role in helping us turn the corner and deliver on the national missions of this Government – driving economic growth into our towns and cities; drawing on the wealth of talent that exists everywhere; and flying the flag for British culture and values on the world stage.

The Chancellor’s Budget underscored just how important these sectors are going to be with funding extended for vital programmes and tax reliefs, an expansion of the Creative Careers Programme and a £25 million investment in the CrownWorks Studio in Sunderland that will make the city one of the centres of our TV and film industry for years to come.

This Government recognises that for millions of people, geography has become destiny. That while talent is everywhere, opportunity is not. This Budget has put the Creative Industries front and centre of how we write those people back into our national story and drive opportunity, jobs and prosperity into every community, in every region.

The government will continue to broaden and diversify the talent pipeline in the creative industries by expanding the Creative Careers Programme, providing 11-18 year olds with the opportunity to learn more about the full range of jobs in the creative industries and directly engage with the workplace.

The programme has helped 25,000 students meet industry professionals in 2023, trained over 200 careers professionals on roles in the sector and registered over 500 employers to take part in the annual Discover! Creative Careers Week.

Funding for the Creative Careers Programme will be increased to £3 million, meaning it can boost its awareness-raising efforts and provide even more schoolchildren with information, advice and guidance on creative career routes.

The £25 million funding for the North East Mayoral Combined Authority (NEMCA) has been confirmed. NEMCA plans to use the funding to remediate the Crown Works Studio site.

The North East is already a backdrop for major blockbusters – with Indiana Jones, Harry Potter and Transformers all filmed in the region. Crown Works is set to be one of the largest film studios in Europe and is expected to lead to around 8,000 new jobs in the region.

The DCMS will also continue to fund the following creative industries programmes:

The Create Growth Programme, which supports thousands of businesses, enabling them to convert their creative potential into creative growth, boosting their access to private finance and helping turn today’s creative entrepreneurs into tomorrow’s CEOs.

The BFI’s Global Screen Fund helps innovative independent filmmakers showcase the best of Britain’s screen sectors on the global stage by boosting international development and distribution opportunities.

The Dundee-based UK Games Fund, which develops talent and awards grants to high-potential, early-stage video game studios, helping them turn their drawing board ideas into working prototype games and unlock private investment.

The Supporting Grassroots Music Fund, which enables grassroots music venues, recording studios, promoters and festivals to apply for grants of up to £40,000 to develop new revenue streams, make repairs and improvements, and enhance the live music experience for millions of gig-goers across the UK.

More details will be set out in due course by DCMS on the specific funding for its programmes going forward.

Elsewhere the Creative Industries Clusters programme, supported with at least £50 million and delivered by the Arts and Humanities Research Council on behalf of UKRI, will continue to fund creative clusters in new sub-sectors and regions over the next six years. The first round of the scheme supports nine regional hubs of business specialising in creative subsectors, such as film and high end TV in Cardiff’s Clwstwr and fashion in the Future Fashion Factory in Leeds, helping entrepreneurs and businesses in these areas innovate with new technologies, secure investment, and access global markets, with further clusters to be announced.

DCMS will also continue to contribute funding towards the hosting of the London Film Festival and London Fashion Week, as well as providing continued funding for the British Film Commission, National Film and Television School and the BFI’s Certification Unit.

The Budget has confirmed that the government remains committed to the UK’s regime of highly-competitive tax reliefs for film, high-end TV and video games, including the recently-announced Independent Film Tax Credit, as well as reliefs for animation and children’s TV production.

Yesterday the government also confirmed that a new VFX relief will go ahead in April 2025, with costs incurred by VFX firms from 1 January 2025 eligible. It will incentivise more film projects to draw on the UK’s post-production expertise – potentially generating hundreds of millions of pounds in additional revenues and creating thousands of jobs.

The UK’s visual effects industry has grown substantially in recent years and it is now home to six of the world’s biggest visual effects studios. British firms have created CGI and visual effects for global box office hits such as Barbie and Wonka.

In addition, the Chancellor has increased support for the national museums and galleries by raising their Grant-in-Aid to help support their long-term sustainability. A package of cultural infrastructure funding will also support cultural organisations across the country.

The Chancellor also announced yesterday that the government will continue to provide generous tax reliefs to museums, galleries, theatres and orchestras, which will support cultural sectors and help to ensure they can share their world-class productions and collections with more audiences up and down the country.

From 1 April 2025, theatres, orchestras and museums and galleries will benefit from higher tax relief rates of 40 percent for non-touring productions, and 45 percent for orchestral and touring productions.

ENDS

Notes to Editors

Creative Careers Programme

The Creative Careers Programme (CCP), launched in 2018, tackles information and coordination barriers to providing specialist information, advice and guidance about creative careers to young people, targeting 11-18 year olds, as well as their parents, carers, teachers and careers advisors.

The programme delivers Discover! Creative Careers Week annually in November, alongside a website with lesson plans and resources, monthly online insight Q&A panels, and training for careers advisors.

The programme operates UK-wide, with current priority focus given to areas in England where young people face particular challenges in accessing information about the Creative Industries

It is delivered by ScreenSkills, with co-delivery partners Creative UK and Speakers for Schools. Further partners include: National Careers Service, Careers and Enterprise Company, Design Council, Into Film, the Royal Institute of British Architects, the Advertising Association, the Publishers Association, UK Fashion and Textiles Association, YouTube, UK Music and UK Theatre/Society of London Theatre.

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Published 1 November 2024
MIL OSI United Kingdom –
January 26, 2025
MIL-OSI United Kingdom: Major improvement work at Stoke-on-Trent Railway Station enters next phase
Source: City of Stoke-on-Trent

Published: Friday, 1st November 2024
Work is progressing to improve bus, pedestrian and cycle access to and from Stoke-on-Trent Railway Station.

Major upgrades are being carried out along Station Road in Stoke as part of the £29 million Transforming Cities Fund (TCF) programme which aims to enhance the connection between the station and the city centre and improve the environment in and around the station.

The work will include the construction of new carriageways and footpaths, the installation of cycle lanes, upgraded bus stops and public realm improvements to create an attractive gateway for visitors going to and from the city.

During phase one, work to redesign and install a new drainage system has been completed to help prevent future flooding outside the station and the Josiah Wedgwood statue has been removed and securely placed into storage ready for restoration and relocation.

Paving work has also started as part of wider public realm works to enhance the city’s grade II* listed station building.

Now, as the project enters phase two, work to upgrade the area around Winton Square will begin.

While this work is being carried out, car park one, which is next to the Royal Mail sorting office and opposite Stoke-on-Trent Sixth Form College, will be closed from Monday 4 November until the end of June 2025.

During this period:

Long-stay parking will be available at car park 2, which is located at the north end of platform one, and car park 3, at the rear of the station;

Drop-off will be available at car park 3 (20 minutes free)

Disabled parking facilities will be available at both car parks;

Parking bay at Winton Square will be suspended;

The pedestrian crossing at Winton Square will be kept in use;

Taxi rank temporarily located outside Winton Square.

The bus stop outside Federation House will be temporarily relocated to the Station side of the carriageway and access to businesses along Station Road will be maintained.

Anyone travelling to Stoke-on-Trent Railway Station during this time is strongly advised to allow extra time for their journey.

Councillor Finlay Gordon-McCusker, cabinet member for transport, infrastructure and regeneration, said: “I am delighted to see that progress is being made on this important project to enhance the city’s main railway station and improve the connection between Station Road and the city centre.

“We are making it our priority to improve our city’s transport links and enhance our infrastructure. We want to make it as easy as possible for people to get around the city and make Stoke-on-Trent a healthier and greener place to live and visit.”

Councillor Gordon-McCusker added: “While this work is going on there will be some disruption and we understand that this can be frustrating for motorists but I want to reassure everyone that it will be worth it in the end.

“This project is going to create more room for pedestrians and cyclists, it will help to reduce traffic flow around the station, improve the look of the station itself and more importantly provide us with a better connection the city centre.

“So please bear with us and remember to leave a bit of extra time for your journey. Thank you for your co-operation.”

As part of the TCF programme, work is also progressing along College Road.

For more information about the scheme, visit www.stoke.gov.uk/tcf
MIL OSI United Kingdom –
January 26, 2025
MIL-OSI United Kingdom: Council Tax information letter 5/2024: Exceptions to council tax premiums

Source: United Kingdom – Executive Government & Departments

This provides an update for councils on the regulations to except classes of dwellings from council tax premiums.

Applies to England

Documents

Council Tax information letter 5/2024: Exceptions to council tax premiums

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Details

This information letter follows the Council Tax (Prescribed Classes of Dwellings and Consequential Amendments) (England) Regulations 2024 coming into force on 1 November. This provides an update on the changes which have been introduced in these regulations and the guidance the government has issued for councils and taxpayers.

Updates to this page

Published 1 November 2024

Sign up for emails or print this page

MIL OSI United Kingdom –

January 26, 2025
MIL-OSI Asia-Pac: Department of Defence successfully completes Special Campaign 4.0, achieving a 100% disposal rate of all identified targets through multiple initiatives
Source: Government of India (2)

Posted On: 01 NOV 2024 1:02PM by PIB Delhi

The Department of Defence (DOD) achieved a 100% disposal rate of all identified targets which focused on productivity, environmental responsibility, and efficient space utilisation under the Special Campaign 4.0. The Campaign, unfolded over two phases—the preparation phase (September 15–30) and the implementation phase (October 02–31) targeted both cleanliness and efficiency in order to enhance workplace productivity.

DOD took the following steps during the campaign:
- Addressed Grievances and Streamlined Processes: 45 references from MPs/VIPs and 169 public grievances via CPGRAMS were resolved. Additionally, 10 processes were simplified.
- File Review and Disposal: Out of 45,870 reviewed files, 12,186 were successfully weeded out.
- Revenue Generation and Space Optimisation: The Department generated Rs 25.68 lakh through the disposal of obsolete equipment. This exercise also freed up 2.66 lakh square feet of space.
The Campaign included extensive people-centric engagement across 3,832 locations, involving various organisations under the DOD, such as: Controller General of Defence Accounts, Border Roads Organisation, Military Hospitals, Directorate General of National Cadet Corps, Indian Coast Guard, Sainik Schools, Canteen Stores Department, the Cantonments along with the Nehru Institute of Mountaineering, Uttarkashi and Himalayan Mountaineering Institute, Darjeeling.

DOD implemented several innovative practices in line with environmental responsibility with efforts to eradicate mosquito-breeding areas and set-up awareness workshops for waste segregation. Additionally, Garbage Vulnerable Points (GVPs) were transformed into plantation sites, and composting facilities for dry leaves were set up in parks.

Himalayan Mountaineering Institute (HMI), Darjeeling spearheaded multiple projects, including:
- Sewage Treatment Plant – ‘Swachhata Se Samriddhi’: The plant, with a capacity to treat 1,000 litres of wastewater daily, recycles this water for flush systems within the institute, representing a yearly impact of 365,000 litres.
- Rainwater Harvesting Facility: With a capacity of 1.8 lakh litres, the rainwater facility reduces dependency on external water sources, supporting water conservation in stressed areas.
- Creative Waste Repurposing: HMI transformed damaged mountaineering gear into decorative pieces, blending sustainability with artistic expression.
In Sainik School Amaravatinagar, recycling bins made from repurposed barrels were re-painted with colourful designs and placed in prominent locations around the campus. This initiative led to significant reduction in litter around the school grounds.

In future, DOD plans to showcase these sustainable practices during the Good Governance Week 2024 to promote a message of environmental stewardship and innovation.

SR/KB

(Release ID: 2070065) Visitor Counter : 19

MIL OSI Asia Pacific News –
January 26, 2025

MIL-OSI: Northway Financial, Inc. Announces Third Quarter Earnings

Source: GlobeNewswire (MIL-OSI)

NORTH CONWAY, N.H., Nov. 01, 2024 (GLOBE NEWSWIRE) — Northway Financial, Inc. (the “Company”) (OTCQB: NWYF), the parent company of Northway Bank (the “Bank”), today reported net income for the quarter ended September 30, 2024 of $1.2 million, or $0.45 per basic common share, compared to $1.6 million, or $0.58 per basic common share for the quarter ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported net income of $3.6 million, or $1.31 per basic common share, compared to $4.7 million, or $1.71 per basic common share for the same period in 2023.

President and CEO William J. Woodward commented: “During the third quarter we continued to reduce our reliance on wholesale funding by putting a focus on retaining deposits and limiting our lending. Wholesale funding decreased by $122 million, significantly reducing our reliance on wholesale funding. The third quarter was marked by the announcement of our pending merger with Camden National Corporation. The closing date of the merger is still to be determined but we anticipate the merger to be completed in the first quarter of 2025. We will be holding a special shareholder meeting to approve the merger agreement. The details of the merger and the shareholder meeting will be sent to all shareholders in the coming weeks. Please look out for the information and return your proxy card as soon as possible. The Board of Directors have unanimously approved the merger, and your support, as always, is greatly appreciated.”

Financial Highlights

Total Assets were $1.2 billion, Loans, Net, were $900 million, and Total Deposits were $1 billion at September 30, 2024.
Total Assets decreased $137 million, or 10%, compared to September 30, 2023, driven by decreases in Loans, Net of $55 million, Cash and Due from Banks and Interest-Bearing Deposits of $51 million and Securities Available-for-Sale at Fair Value of $20 million.
The decrease in Loans, Net was led by a decrease in Commercial Real Estate loans of $25 million, Residential Real Estate loans of $22 million, and Consumer Loans of $6 million, compared to September 30, 2023.
Non-Municipal Deposits (excluding brokered deposits) increased $18 million compared to September 30, 2023 led by an increase in Retail Deposits of $21 million or 4%.
The increase in Retail Deposits was led by an increase in Time Deposits of $69 million offset by a decrease in Non-Maturity Deposits of $48 million.
Non-Municipal Deposits (excluding brokered deposits) increased $18 million, or 6%, compared to December 31, 2023.
Wholesale Funding, which includes brokered deposits and borrowings, decreased $122 million, or 49%, compared to September 30, 2023, and $82 million, or 39%, compared to December 31, 2023.
Total Equity increased $21 million, or 37%, compared to September 30, 2023, primarily from an increase in the market value of Securities Available-for-Sale at Fair Value.
Net Income for the nine-month period ending September 30, 2024, was $3.6 million, or $1.31, per basic common share.
Year-to-date Net Interest Income was $2.9 million lower than the same period last year driven by an increase in interest expense of $2.2 million.
The year-to-date Net Interest Margin decreased from 2.67% to 2.59% as funding costs increased .44% while the yield on earning assets increased 0.25%, compared to year-to-date September 30, 2023.
Nonperforming loans as a percentage of total loans stood at 0.41% compared to 0.31% at September 30, 2023.
Total delinquent loans as a percentage of total loans were 0.06% compared to 0.02% at September 30, 2023.
The Bank’s regulatory capital ratios at September 30, 2024 exceeded all well-capitalized ratios as defined under FDIC’s prompt corrective action rules.
The market price of our common stock, as of October 31, 2024, was $32.35.


Northway Financial, Inc.
Selected Financial Highlights
(Unaudited)

(Dollars in thousands, except per share data)	Three Months Ended					Nine Months Ended
	9/30/2024		9/30/2023			9/30/2024		9/30/2023

Interest and Dividend Income	$	12,772	$	13,372		$	37,576	$	38,260
Interest Expense		5,046		4,572			14,223		12,002
Net Interest and Dividend Income		7,726		8,800			23,353		26,258
Provision for Credit Losses		–		–			–		–
All Other Noninterest Income		1,445		1,036			3,819		3,535
Noninterest Expense		8,041		7,720			23,837		24,030
Net Income Before Gain (Loss) on Securities		1,130		2,116			3,335		5,763
Gain (Loss) on Securities Available-for-Sale, Net		–		–			–		–
(Loss) Gain on Marketable Equity Securities		249		(199	)		515		(309	)
Income before Income Tax (Benefit) Expense		1,379		1,917			3,850		5,454
Income Tax (Benefit) Expense		133		305			233		744
Net Income	$	1,246	$	1,612		$	3,617	$	4,710
Net Income Available to Common Stockholders	$	1,246	$	1,612		$	3,617	$	4,710
Earnings per Common Share, Basic	$	0.45	$	0.58		$	1.31	$	1.71


	9/30/2024			12/31/2023			9/30/2023

Balance Sheet
Total Assets	$	1,221,077		$	1,290,467		$	1,357,654
Cash and Due from Banks and Interest-Bearing Deposits		22,584			68,887			74,139
Securities Available-for-Sale, at Fair Value		241,224			246,756			261,502
Marketable Equity Securities, at Fair Value		3,104			2,589			3,405
Loans Held-for-Sale		1,555			–			–
Loans, Net		900,517			909,781			956,053
Total Liabilities		1,141,363			1,217,230			1,299,301
Non Municipal Non-Maturity Deposits		712,708			734,741			763,784
Municipal Non-Maturity Deposits		113,959			133,100			138,674
Certificates of Deposit		183,576			127,726			143,868
Securities Sold Under Agreements to Repurchase		49,722			55,353			68,728
Short-Term Borrowings		–			65,000			78,600
Long-Term Debt		45,000			60,000			60,000
Junior Subordinated Debentures		20,620			20,620			20,620
Stockholders’ Equity		79,714			73,237			58,353
Profitability and Efficiency
Net Interest Margin		2.59	%		2.63	%		2.67	%
Yield on Earning Assets		4.11			3.90			3.86
Cost of Interest Bearing Liabilities		1.98			1.63			1.54
Book Value Per Share of Common Shares Outstanding	$	28.97		$	26.62		$	21.21
Tangible Book Value Per Share of Common Shares Outstanding		25.18			22.83			17.42
Common Shares Outstanding		2,751,650			2,751,650			2,751,650
Weighted Average Number of Common Shares, Basic		2,751,650			2,751,650			2,751,650
Capital Ratios for the Bank
Tier 1 Core Capital to Average Assets		9.09	%		8.30	%		8.23	%
Common Equity Risk-Based Capital		15.27			14.40			13.91
Tier 1 Risk-Based Capital		15.27			14.40			13.91
Total Risk-Based Capital		16.52			15.65			15.16

About Northway Financial, Inc.

Northway Financial, Inc., headquartered in North Conway, New Hampshire, is a bank holding company. Through its subsidiary bank, Northway Bank, the Company offers a broad range of financial products and services to individuals, businesses, and the public sector from its 16 banking offices and its loan production offices located in Bedford and Portsmouth, New Hampshire.

Forward-looking Statements

Statements included in this press release that are not historical or current fact are “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Northway Financial, Inc. disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances.

No Offer or Solicitation

This communication is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the pending merger of Camden National Corporation (“Camden National”) and the Company (the “Merger”) and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Camden National, the Company or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the Merger, Camden National has filed a registration statement on Form S-4 with the SEC, which also includes a proxy statement of Northway and a prospectus of Camden National, and Camden National will file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to Northway stockholders seeking the required stockholder approval of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF NORTHWAY ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The documents filed by Camden National with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by Camden National may be obtained free of charge under the “Investor Relations” section of Camden National’s website at http://www.camdennational.bank. Alternatively, these documents, when available, can be obtained free of charge from Camden National upon written request to Camden National Corporation, Attn: Corporate Secretary, 2 Elm Street, Camden, Maine 04843.

Participants in Solicitation

Camden National, Northway, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the U.S. Securities and Exchange Commission (the “SEC”). Information regarding Camden National’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 5, 2024, and certain other documents filed by Camden National with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

The MIL Network –

January 26, 2025

MIL-OSI Russia: IMF Staff Conclude Article IV Discussions and Reach Staff-Level Agreement on the Second Review under the Extended Credit Facility
Source: IMF – News in Russian

October 31, 2024

End-of-Mission press releases include statements of IMF staff teams that convey preliminary findings after a visit to a country. The views expressed in this statement are those of the IMF staff and do not necessarily represent the views of the IMF’s Executive Board. Based on the preliminary findings of this mission, staff will prepare a report that, subject to management approval, will be presented to the IMF’s Executive Board for discussion and decision.
- IMF staff and the Somali authorities have reached a staff level agreement on the second review under the Extended Credit Facility (ECF). Program performance has been strong, demonstrating the authorities’ steadfast commitment to macroeconomic stability and strengthening institutional capacity and frameworks.
- Real GDP growth has been upgraded to 4 percent for 2024 and 2025 based on strong exports and remittances. However, risks remain elevated, including from regional and domestic security developments, commodity prices and climate shocks.
- Sustained reform efforts are needed to set the conditions for greater resilience, poverty reduction, and inclusive growth. This includes strengthening tax capacity and public financial management, promoting financial deepening, and improving governance.
Washington, DC: A staff team from the International Monetary Fund (IMF), led by Ms. Laura Jaramillo, conducted discussions with the Somali authorities in Istanbul and in Washington DC on the 2024 Article IV consultation and reached a staff-level agreement on the second review of the Extended Credit Facility (ECF) arrangement that was approved by the IMF’s Executive Board in December 2023 (Press Release No. 23/463). This agreement is subject to approval of the IMF’s Executive Board.

At the conclusion of the discussions, Ms. Jaramillo issued the following statement:

“Somalia’s real GDP growth outlook has improved, though challenges and risks remain significant. Positive trends in agriculture, exports, and remittances in 2024 are expected to continue in 2025. As a result, real GDP growth has been upgraded to 4 percent in 2024 and 2025, up by an average ¼ percentage point compared to previous forecasts. Inflation is expected to continue on a downward trend to 4.5 percent by end 2024, although the pace is slower than anticipated earlier. Despite security challenges, the Somali government remains steadfast in its fight against terrorism and continues to work with international partners to ensure a successful transition from the current African Union Transition Mission to a new force by January 2025. Near-term risks to the outlook include climate shocks, domestic and regional security developments, lower global growth, and higher commodity prices.

“The authorities continue to focus on raising domestic revenue, aiming to fully cover operational expenditure with domestic revenues by 2027, while also accommodating higher education and health spending. Fiscal outturns in 2024 have been in line with expectations, and an overall deficit of 0.2 percent of GDP is expected for the year. The 2025 draft budget envisages domestic revenues of 3.3 percent of GDP and an overall fiscal deficit of 0.2 percent of GDP, assuming continued access to grant financing, which remains critical for Somalia.

“The authorities recognize the importance of making steady progress on fiscal reforms. Key revenue measures—guided by the recently published Medium-term Revenue Roadmap—include the ongoing customs modernization, a new income tax law, and stronger enforcement of sales and income taxes. Public financial management continues to be strengthened, with important progress made on payroll integrity. Reforms to improve the debt management framework and capacity are also progressing well. Measures are also being taken to finalize the extractive industries legal framework, including to enhance transparency and accountability.

“The Central Bank of Somalia (CBS) is advancing institutional governance and financial sector reforms. Focus is on promoting financial deepening, including by enhancing the legislative and oversight frameworks, improving the quality of regulatory data, and augmenting CBS technical capacity. Efforts continue to strengthen the framework for anti-money laundering and the combating the financing of terrorism to comply with international standards.

“The authorities intend to reintroduce the Somalia Shilling (SOS) and adopt a currency board arrangement. The new SOS notes will provide an important liquidity function by facilitating payments for small value transactions and will promote financial inclusion for the most vulnerable. To provide a stable and predictable policy environment to ensure confidence in SOS across Somalia, the authorities are also starting preparations for introducing a currency board arrangement, with IMF capacity development support. Implementation of these reforms would take an estimated 18-24 months after prerequisites are in place, including necessary external financing.

“The authorities are also committed to advancing steps to bolster inclusive growth and poverty reduction, improve resilience to climate shocks, and enhance trade integration. Raising human capital by increasing the educational attainment of Somali children and closing gender gaps in education can bring significant growth dividends. Building resilience against climate shocks and strengthening food security is also a priority. Given Somalia’s very limited resources, financing and technical assistance support from international partners remains crucial. The East African Community presents important opportunities, challenges, and risks for Somalia and the integration process needs to be managed carefully.

“The mission would like to express gratitude to Somali authorities for constructive and fruitful discussions. Meetings were held with the Minister of Finance, Minister of Petroleum, the CBS Governor, other government officials, development partners, and representatives from the private sector.”

IMF Communications Department

MEDIA RELATIONS

PRESS OFFICER: Mayada Ghazala

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

@IMFSpokesperson

https://www.imf.org/en/News/Articles/2024/10/31/pr-24401-somalia-imf-staff-conclude-aiv-discussions-and-reach-sla-on-the-2nd-rev-under-the-ecf

MIL OSI
MIL OSI Russia News –
January 25, 2025
MIL-OSI Economics: IMF Staff Conclude Article IV Discussions and Reach Staff-Level Agreement on the Second Review under the Extended Credit Facility
Source: International Monetary Fund

October 31, 2024

End-of-Mission press releases include statements of IMF staff teams that convey preliminary findings after a visit to a country. The views expressed in this statement are those of the IMF staff and do not necessarily represent the views of the IMF’s Executive Board. Based on the preliminary findings of this mission, staff will prepare a report that, subject to management approval, will be presented to the IMF’s Executive Board for discussion and decision.
- IMF staff and the Somali authorities have reached a staff level agreement on the second review under the Extended Credit Facility (ECF). Program performance has been strong, demonstrating the authorities’ steadfast commitment to macroeconomic stability and strengthening institutional capacity and frameworks.
- Real GDP growth has been upgraded to 4 percent for 2024 and 2025 based on strong exports and remittances. However, risks remain elevated, including from regional and domestic security developments, commodity prices and climate shocks.
- Sustained reform efforts are needed to set the conditions for greater resilience, poverty reduction, and inclusive growth. This includes strengthening tax capacity and public financial management, promoting financial deepening, and improving governance.
Washington, DC: A staff team from the International Monetary Fund (IMF), led by Ms. Laura Jaramillo, conducted discussions with the Somali authorities in Istanbul and in Washington DC on the 2024 Article IV consultation and reached a staff-level agreement on the second review of the Extended Credit Facility (ECF) arrangement that was approved by the IMF’s Executive Board in December 2023 (Press Release No. 23/463). This agreement is subject to approval of the IMF’s Executive Board.

At the conclusion of the discussions, Ms. Jaramillo issued the following statement:

“Somalia’s real GDP growth outlook has improved, though challenges and risks remain significant. Positive trends in agriculture, exports, and remittances in 2024 are expected to continue in 2025. As a result, real GDP growth has been upgraded to 4 percent in 2024 and 2025, up by an average ¼ percentage point compared to previous forecasts. Inflation is expected to continue on a downward trend to 4.5 percent by end 2024, although the pace is slower than anticipated earlier. Despite security challenges, the Somali government remains steadfast in its fight against terrorism and continues to work with international partners to ensure a successful transition from the current African Union Transition Mission to a new force by January 2025. Near-term risks to the outlook include climate shocks, domestic and regional security developments, lower global growth, and higher commodity prices.

“The authorities continue to focus on raising domestic revenue, aiming to fully cover operational expenditure with domestic revenues by 2027, while also accommodating higher education and health spending. Fiscal outturns in 2024 have been in line with expectations, and an overall deficit of 0.2 percent of GDP is expected for the year. The 2025 draft budget envisages domestic revenues of 3.3 percent of GDP and an overall fiscal deficit of 0.2 percent of GDP, assuming continued access to grant financing, which remains critical for Somalia.

“The authorities recognize the importance of making steady progress on fiscal reforms. Key revenue measures—guided by the recently published Medium-term Revenue Roadmap—include the ongoing customs modernization, a new income tax law, and stronger enforcement of sales and income taxes. Public financial management continues to be strengthened, with important progress made on payroll integrity. Reforms to improve the debt management framework and capacity are also progressing well. Measures are also being taken to finalize the extractive industries legal framework, including to enhance transparency and accountability.

“The Central Bank of Somalia (CBS) is advancing institutional governance and financial sector reforms. Focus is on promoting financial deepening, including by enhancing the legislative and oversight frameworks, improving the quality of regulatory data, and augmenting CBS technical capacity. Efforts continue to strengthen the framework for anti-money laundering and the combating the financing of terrorism to comply with international standards.

“The authorities intend to reintroduce the Somalia Shilling (SOS) and adopt a currency board arrangement. The new SOS notes will provide an important liquidity function by facilitating payments for small value transactions and will promote financial inclusion for the most vulnerable. To provide a stable and predictable policy environment to ensure confidence in SOS across Somalia, the authorities are also starting preparations for introducing a currency board arrangement, with IMF capacity development support. Implementation of these reforms would take an estimated 18-24 months after prerequisites are in place, including necessary external financing.

“The authorities are also committed to advancing steps to bolster inclusive growth and poverty reduction, improve resilience to climate shocks, and enhance trade integration. Raising human capital by increasing the educational attainment of Somali children and closing gender gaps in education can bring significant growth dividends. Building resilience against climate shocks and strengthening food security is also a priority. Given Somalia’s very limited resources, financing and technical assistance support from international partners remains crucial. The East African Community presents important opportunities, challenges, and risks for Somalia and the integration process needs to be managed carefully.

“The mission would like to express gratitude to Somali authorities for constructive and fruitful discussions. Meetings were held with the Minister of Finance, Minister of Petroleum, the CBS Governor, other government officials, development partners, and representatives from the private sector.”

IMF Communications Department

MEDIA RELATIONS

PRESS OFFICER: Mayada Ghazala

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

@IMFSpokesperson
MIL OSI Economics –
January 25, 2025

MIL-OSI Australia: Applying for a private ruling

Source: Australian Department of Revenue

The easiest way to send your ruling application is by using one of our forms. They will help you give us the information we need.

Complete an application form or send a letter

You can use these forms to apply for a private ruling:

You can send a letter instead of using a form. Check the Information we need to make sure it is valid and complete.

Information we need

You need to include all relevant information in your application even if you use our application forms. You may need to include supporting documents.

Your questions

Write clear questions so we can identify your issues accurately and fully. If you’re not a tax professional, you don’t need to refer to the law. If you’re a tax professional, refer to the specific provisions of law you need a ruling on.

Facts describing the situation

You must give us a description of all the facts relevant to your scheme or circumstance. Include details of any previous rulings you received on your issue.

Your private ruling won’t apply if there is any substantial difference between what you:

describe in your private ruling
actually do.

If the scheme you describe is only a proposal, the facts must still be reasonably certain. We can’t issue private rulings about hypothetical situations.

Your arguments and references

If you’re not a tax agent or other tax professional, this section is optional. If you’re a tax agent or other tax professional, show the results of your research. Include your opinion about how the law applies to the question.

Valuations

If your ruling will need a valuation of something, such as an item of plant, we may refer the matter to a professional valuer. They can determine the value or to review a valuation report you’ve included.

For more information see Private rulings and valuations.

Supporting documents

We give details of Supporting documents or information required for common topics private rulings are requested on.

See Reference guide for private rulings for more information on completing your application.

Signature

Lodged by you

You must sign your application if lodging by fax or post.

Lodged by your agent

If the application is lodged by your agent, they must sign a declaration certifying that:

The application has been prepared in accordance with information you have supplied.
A written declaration has been obtained from you certifying that the information provided is true and correct. This declaration doesn’t need to be lodged with the application but must be presented if requested.
The legal personal representative has been authorised to provide the private ruling application.

The following representatives can be your agent:

spouse
relative
friend
another agent
tax agent, or
other tax professional authorised to give this application to the Commissioner of Taxation.

If you’re using one of our forms, see How to complete the private ruling application form for information about your signature requirements.

Send your application

Online

If you’re a tax agent, lodge using:

If you’re an individual or a sole trader or business with an ABN, lodge using:

If you’re an individual without an ABN, you can’t lodge through our online portals at this time.

Fax or post

Fax and postal details for private rulings
Entity type or matter	Fax	Post
Individuals and micro business (less than $2 million turnover)	1300 139 011	Australian Taxation Office PO Box 3000 PENRITH NSW 2740
Small and medium businesses and private entities (more than $2 million turnover)	(02) 6225 0906	Australian Taxation Office PO Box 3000 PENRITH NSW 2740
Not-for-profit	(02) 6225 0906	Australian Taxation Office PO Box 3000 PENRITH NSW 2740
Excise including fuel schemes and wine equalisation tax	1300 650 128	Australian Taxation Office PO Box 3001 PENRITH NSW 2740
Superannuation	1300 669 846	Australian Taxation Office PO Box 3100 PENRITH NSW 2740
Listed companies, foreign owned entities and international matters	1300 661 106	Australian Taxation Office PO Box 377 ALBURY NSW 2640
Non-commercial losses	1300 139 011	Australian Taxation Office PO Box 3000 PENRITH NSW 2740
Goods and services tax	1300 139 031	Australian Taxation Office PO Box 3524 ALBURY NSW 2640
Resource rent taxes (petroleum or mineral)	1300 139 011	Australian Taxation Office PO Box 1130 PENRITH NSW 2740
Accounting, debt, lodgment or registration matters	1300 139 035	Australian Taxation Office PO Box 9990 ALBURY NSW 2640
Investment schemes advice	1800 033 211	Australian Taxation Office PO Box 3546 ALBURY NSW 2640

Timing

If you want to apply for a private ruling when you lodge your tax return, don’t attach the form to your tax return. Lodge your ruling application separately.

You must lodge your tax returns and activity statements by the due date, even if you’re waiting for us to give you a private ruling.

MIL OSI News –

January 25, 2025

MIL-OSI Security: San Antonio Couple Sentenced to Federal Prison for Tax Evasion

Source: Office of United States Attorneys

SAN ANTONIO – A San Antonio woman was sentenced to 15 months in federal prison for tax evasion and aiding and abetting.

According to court documents, Rachel Olivia Markum, 41, and her husband, Robert Franklin Markum Jr., 47, prepared and signed a false and fraudulent form 1040 joint tax return for calendar year 2016, which was then submitted to the Internal Revenue Service. The fraudulent tax return reported the couple’s sole income as gross receipts or sales from the business Camping and Fishing Outlet as $3,530,473, while she was aware that the true amount of gross receipts exceeded $4 million.

Rachel pleaded guilty May 28, 2024, to one count of tax evasion and aiding and abetting. Robert pleaded guilty on April 1, to one count of tax evasion, and was sentenced to 27 months in federal prison on Aug. 28. The husband and wife were also ordered to pay $359,108 in restitution.

“This sentencing underscores the serious consequences of defrauding the federal government through false tax returns,” said U.S. Attorney Jaime Esparza for the Western District of Texas. “By concealing hundreds of thousands of dollars from the IRS, this married couple betrayed the integrity of our tax system. We will continue to protect the financial interests of the United States with our IRS Criminal Investigation partners and hold accountable those who seek personal gain through deceptive, illegal means.”

“Robert and Rachel Markum created false identities and businesses to hide their income from the IRS, but they failed to realize that money always leaves a trail. Their years in prison will give them an opportunity to reflect on their actions,” said Acting Special Agent in Charge Lucy Tan for IRS Criminal Investigation’s Houston Field Office. “Prosecuting federal tax crimes remains a priority in Texas, and our strong partnership with the U.S. Attorney’s Office for the Western District of Texas underscores our commitment to holding tax criminals accountable.”

IRS-CI investigated the case. Assistant U.S. Attorney Justin Chung prosecuted the case.

###

MIL Security OSI –

January 25, 2025
MIL-OSI USA: A Proclamation on National Family Caregivers Month, 2024

US Senate News:

Source: The White House
     Family caregivers are the backbone of our Nation, making tremendous sacrifices to be there for the people who need and cherish them most. This month, we honor their selfless love and courage, and we recommit to getting them the support they deserve. They should know their country has their backs.
     For far too long, the cost of care in this country has been too high. Today, millions of Americans are part of the so-called sandwich generation, caring for both young kids and aging parents at the same time. Too many families struggle to afford help, spending their own retirement savings to pay for the care of their loved ones or quitting their own jobs to stay home and provide it themselves. Most often, it is women who bear the brunt of care work. And the pay for professional care workers is far too low.
     In the United States of America, no one should have to choose between caring for a parent who raised them, a child who depends on them, and a paycheck that they need. That is why I signed the American Rescue Plan, which made the biggest investment in child care ever. It delivered historic support to over 225,000 child care programs serving as many as 10 million children across the country, helping keep their doors open for millions of working families who rely on them. It expanded the Child Tax Credit, which helped cut the child poverty rate nearly in half. Overall, my Administration increased funding for child care by nearly 50 percent while helping States expand and strengthen programs that enable low-income families afford child care as well. We also required companies seeking significant Federal funding from our CHIPS and Science Act to submit a plan on how they will help employees access affordable child care.
     We have finalized new rules that strengthen staffing standards in nursing homes to ensure residents can age with dignity. We have made sure that home care workers get a bigger share of Medicaid payments so more Americans can keep living in their own communities and homes.  And we have worked to increase Medicare resources to promote equitable access to care and caregiver training.
     But we have to do more to ease the load on America’s 50 million unpaid family caregivers, who too often still shoulder the burden of care all alone. Through the American Rescue Plan, we devoted $145 million to the National Family Caregiver Support Program, which delivers counseling, training, and short-term relief to family caregivers and other informal care providers. Furthermore, my Administration released the first-ever National Strategy to Support Family Caregivers, which includes new initiatives that directly support family caregivers and strengthen existing programs. And I signed a historic Executive Order, representing the most comprehensive set of administrative actions ever to increase access to high-quality child care and long-term care and support for caregivers, including military and veteran caregivers. The Executive Order is working to make sure caregivers get the support they deserve while building the supply of high-quality care so families have options. My Administration is continuing to work toward lowering the cost of care across the country and providing stronger paid family and medical leave.
     How we treat our young children, aging parents, and loved ones and how we value those who care for them are fundamental to who we are as a Nation. During National Family Caregivers Month, we pledge to get every family caregiver in this country the same kind of relief, respect, and support that they give so selflessly to others.
     NOW, THEREFORE, I, JOSEPH R. BIDEN JR., President of the United States of America, by virtue of the authority vested in me by the Constitution and the laws of the United States, do hereby proclaim November 2024 as National Family Caregivers Month. I encourage all Americans to reach out to those who provide care for our Nation’s family members, friends, and neighbors in need to recognize, honor, and thank them.
     IN WITNESS WHEREOF, I have hereunto set my hand this thirty-first day of October, in the year of our Lord two thousand twenty-four, and of the Independence of the United States of America the two hundred and forty-ninth.
                             JOSEPH R. BIDEN JR.

MIL OSI USA News –

January 25, 2025
MIL-OSI USA: Reschenthaler Announces November Mobile Office Hours

Source: United States House of Representatives – Congressman Guy Reschenthaler (PA-14)

October 31, 2024

WASHINGTON, D.C. – Chief Deputy Whip Guy Reschenthaler (R-PA) announced his staff will hold mobile office hours at various locations throughout Pennsylvania’s 14th Congressional District next month to offer increased assistance to constituents experiencing problems with a federal agency.

During these mobile office sessions, constituents can receive help with Social Security and Medicare issues, federal grant funding, passports and visas, immigration and naturalization services, veterans’ benefits, and the IRS.

The upcoming schedule is outlined below:

What: Fayette County – Uniontown Mobile Office Hours

Date: Friday, November 1, 2024 from 9:00 a.m. – 4:00 p.m.

Location: Fayette County Courthouse, 61 East Main Street, Uniontown, PA 15401

What: Greene County Mobile Office Hours

Date: Thursday, November 7, 2024 from 9:00 a.m. – 4:00 p.m.

Location: Greene County Office Building, 93 East High Street, Waynesburg, PA 15370

What: Indiana County Mobile Office Hours

Date: Wednesday, November 13, 2024 from 9:00 a.m. – 4:00 p.m.

Location: Indiana County Courthouse Annex, 827 Water Street, Indiana, PA 15701

What: Somerset County Mobile Office Hours

Date: Thursday, November 14, 2024 from 9:00 a.m. – 4:00 p.m.

Location: Somerset County Commissioner Office, 300 North Center Avenue, Suite 540, Somerset, PA 15501

What: Fayette County – Connellsville Mobile Office Hours

Date: Tuesday, November 19, 2024 from 9:00 a.m. – 4:00 p.m.

Location: Connellsville Municipal Building, 110 North Arch Street, Connellsville, PA 15425

MIL OSI USA News –

January 25, 2025
MIL-OSI Canada: Crown Sector 2023-24 Payee Disclosure Report Released
Source: Government of Canada regional news

Released on October 31, 2024

Crown Investments Corporation (CIC) tabled its 2023-24 Payee Disclosure Report with the Standing Committee on Crown and Central Agencies today. The report lists Crown sector payments from April 1, 2023 to March 31, 2024.

This report emphasizes the transparency and accountability of the Crown corporations to their shareholders, the people of Saskatchewan, and provides the public with an opportunity to gain insight into the sector’s spending.

On behalf of the Crown sector, CIC provided $152 million in dividends in 2023-24 to Saskatchewan’s General Revenue Fund to support priorities in health care, education, highways and more. The Crowns also invested $1.9 billion in infrastructure to ensure system reliability and safety and continued quality service delivery. Meanwhile, these activities helped stimulate local economies and created jobs for families and communities. High-quality infrastructure and strong local procurement are key to the Crowns’ abilities to deliver the reliable and affordable services that Saskatchewan people have come to expect.

The sector continues to respond to an increased demand for social and public policy programing support by investing $20.2 million through grants, contributions, donations and sponsorships to communities, not-for-profit organizations, educational institutions and others.

More than 11,000 Crown employees work across Saskatchewan. In 2023-24, payments to employees totaled $1.2 billion, an eight per cent increase compared to 2022-23, due to factors including a three per cent economic increase and retroactive adjustments to salaries and benefits resulting from negotiated in-scope collective agreements. Crown executive remuneration increased three per cent, reflecting a three per cent economic increase.

Reporting Methodology

The report is prepared in accordance with the guidelines established by the Standing Committee on Crown and Central Agencies. The report lists detailed information for CIC and its subsidiary Crown corporations under the following categories:
- ministerial and board member payments for expenses;
- payments to suppliers and other payees who received more than $50,000;
- employees who received more than $50,000 in remuneration; and
- grants, contributions, donations and sponsorships greater than $5,000.
The report discloses amounts paid during the April 1 – March 31 fiscal year. Amounts earned by or owing to suppliers and employees but paid in a different fiscal year are not included. Caution should be exercised when making year-over-year comparisons.

The report is available on Crown Investment Corporation’s website at www.cicorp.sk.ca.

-30-

For more information, contact:

MIL OSI Canada News –
January 25, 2025
MIL-OSI Canada: 2023-24 Public Accounts Volume 2 Released

Source: Government of Canada regional news

Released on October 31, 2024

The 2023-24 Public Accounts Volume 2 was released today, containing financial information for the General Revenue Fund.

Volume 2 of the 2023-24 Public Accounts provides detailed expenses for ministries, the Legislative Assembly and its officers. It also includes a summary of pension plan and trust fund balances, a summary of individual pension plans and trust funds, a Statement of Remission of Taxes and Fees, and the Road-use Fuel Tax Accountability Report.

Volume 1, which reports on the Summary Financial Statements, was released on June 27, 2024.

Volume 1 and Volume 2 of the 2023-24 Public Accounts are available in the Government of Saskatchewan’s Publications Centre at: https://publications.saskatchewan.ca/#/categories/6118.

-30-

For more information, contact:

MIL OSI Canada News –

January 25, 2025
MIL-OSI: BBAChain Pre-Seed Round Closes as Demand Surges, Seed Round Now Open

Source: GlobeNewswire (MIL-OSI)

TALLINN, Estonia, Oct. 31, 2024 (GLOBE NEWSWIRE) — BBAChain is celebrating important achievements. With the project’s Pre-Seed Round completed and all BSP (BBAChain Revenue Sharing Program) packages sold out, BBAChain is positioning itself for a successful bull run.

The Pre-Seed Round saw strong support from early backers, contributing to the success of BBAChain’s roadmap and creating a solid foundation for what’s coming. The BSP program, designed to share revenue with early participants, reached full capacity, signaling high investor interest and confidence in BBAChain’s future.

The recent BBAChain halving event marked an important milestone for the project and a strong advantage against other blockchains, reducing BBA supply and potentially increasing the value of the coin as scarcity grows. The timing of the halving aligns with the first anniversary of BBAChain’s Mainnet, following the roadmap of the project and showing the ongoing commitment of the company to delivering on its promises.

Now that BBAChain is launching its Seed Round, the project hopes to expand further and create partnerships that will help it achieve more. According to the roadmap, the company plans to list BBA Coin on exchanges before the end of 2024, as well as develop various aspects of the BBAChain ecosystem, such as BTI Exchange and BTI Swap.

BBAChain’s Seed Round of financing has officially started, welcoming not only VCs, angel investors, accelerators, and incubators, but also retail investors and anyone who wants to be part of the next cryptocurrency generation.

What is BBAChain?
BBAChain is a high-performance Layer 1 blockchain aiming to reshape different areas of society. With the ability to process more than 100,000 transactions per second for less than a few cents, BBAChain offers speed and scalability. Beyond technical efficiency, BBAChain is building a native ecosystem that includes a decentralized exchange, centralized exchange, crypto academy, NFT marketplace, euro-pegged stablecoin, pay adapter, and a multi-chain wallet. What truly sets BBAChain apart is its ambition to bring national elections onto the blockchain through its Decentralized Democracy initiative, ensuring transparent and secure voting processes. An initiative that has multiple applications not only in the public sector but also in the private one too. With a powerful referral program incentivizing growth, strategic partnerships, and the upcoming listing of the BBA Coin, BBAChain positions itself as a unique opportunity in the evolving crypto space.

Contact
Name: Christian Trejo, CSO
Email: contact@bbachain.com
Website: https://bbachain.com

Disclaimer: This content is provided by BBAChain. The statements, views and opinions expressed in this column are solely those of the content provider. The information provided in this press release is not a solicitation for investment, nor is it intended as investment advice, financial advice, or trading advice. It is strongly recommended you practice due diligence, including consultation with a professional financial advisor, before investing in or trading cryptocurrency and securities. Please conduct your own research and invest at your own risk.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/217e3ce1-9442-4786-97dc-736bd3fd2743

The MIL Network –

January 25, 2025

MIL-OSI: Q3 & 9 MONTHS 2024 RESULTS

Source: GlobeNewswire (MIL-OSI)

Paris (France), October 31^st, 2024, 17h45 CET

Q3 & 9 MONTHS 2024 RESULTS

DELIVERING ON CASH GENERATION AND FINANCIAL ROADMAP

ON TRACK TO HIT OUR FULL YEAR TARGET

	Q3	9M¹
*Revenue*²	*$246m*	*$778m (-3%)*
*Adjusted EBITDA*²	*$98m*	*$298m (+7%)*
*Net Cash-Flow*	*$10m*	*$34m (vs -$15m in 9M 2023)*

Sophie Zurquiyah, Chief Executive Officer of Viridien, said:

“Our results since the start of the year demonstrate the strength of our strategic vision, with technology leadership, new business growth, and cash flow all showing significant progress.

Geoscience was particularly strong this quarter, leveraging its clear differentiation, best-in class imaging technology and HPC computing power to achieve a record high order book. In Earth Data, the Laconia project, using our most advanced technology, saw increased prefunding and is continuing to progress well.

Sensing & Monitoring is actively implementing its adaption plan and is on track to achieve in 2025 the expected outcomes in cost reduction and operational flexibility to improve performance across the industry cycles.

Lastly, we continue to address our financial roadmap with the implementation of the bond buyback program and looking forward, reaffirm our full-year targets”.

Third Quarter Highlights²

Group²
- IFRS Revenue, EBITDA and Net Income of respectively $219 million, $71 million, $(10) million.
- Overall group revenue decline in absence of mega crew in Sensing & Monitoring (SMO, revenue down 50%) compared to Q3 2023. Stable DDE revenue, with very strong momentum at Geoscience (revenue + 32% and order intake +91%).
- Group adjusted EBITDA of $98M, including -$12M penalty fees from vessel commitment. DDE Adjusted EBITDA of $108 million, up 5% thanks to strong Geoscience performance. SMO adjusted EBITDA of $1M (vs $12M).

Net Cash flow of $10 million, including -$18 million contractual fees from vessel commitment.
Implementation of the bond buy back program. $25M already bought on the $30M 2024 program as of October 31 (o.w. $12M bought and cancelled as of September 30).
Liquidity at $442 million (including $100 million undrawn RCF).

Digital, Data and Energy Transition (DDE)
- Revenue $187 million, up 1%: strong revenue growth at Geoscience offset by lower level of aftersale at Earth Data.
- Adjusted EBITDA $108 million, up 5%: profitability impacted by -$12 million in penalty fees from vessel commitments (vs -$20 million during Q3 2003).
- Geoscience
  - Revenue at $103 million (+32%).
  - Geoscience performance continues to be driven by technology leadership. Order intake (up 91%) benefits from best in class imaging technology, new UK HPC hub and increased activity in the Middle East.
  - The new businesses confirm positive momentum, both in CCUS with the release of the latest phase of Gulf of Mexico Carbon Storage Study to support upcoming lease rounds and in Minerals & Mining with the award of a sensing program in Oman, to identify, map and rank mineralization prospectivity potential.
- Earth Data
  - Revenue: $83 million (-22%).
  - Prefunding revenue at $58 million (+4%). First contribution of the Laconia project in the Gulf of Mexico. Weaker after-sales in Q3 (down 50% at $26 million) with unfavorable cut offs.
  - New businesses: revenue from the Norwegian survey for Carbon storage leading to the reprocessing of legacy data in the area.
Sensing and Monitoring (SMO)
- Revenue at $59 million, down 51% across land and marine products, following delivery of the “mega crew” systems in 2023.
- Adjusted EBITDA at $1 million (vs $12M).
- Transformation plan on track to achieve the expected cost reduction and operational flexibility.
- New businesses representing 17% of revenue. Delivery of land seismic nodes for large-scale seismic surveys planned in urban areas to target energy resources, including geothermal.
2024 Financial objectives
- The Group reiterates its 2024 financial objectives and confirms its 2024-2025 financial roadmap.
  - Revenue expected to be in line with 2023
  - EBITDA to be positively impacted by business mix
  - Earth Data cash Capex expected at $230-250M
  - Net Cash Flow to reach similar level as 2023
Q3 2024 Conference call
- The press release and the presentation are available on our website www.viridiengroup.com at 5:45 pm (CET)
- An English language analysts conference call is scheduled today at 6.00 pm (CET)

Participants should register for the call here to receive a dial-in number and code or participate in the live webcast from here.

A replay of the conference call will be made available the day after for a period of 12 months in audio format on the Company’s website.

The Board of Directors met on October 31, 2024 and approved the consolidated financial statements ending September 30, 2024.

About Viridien:

Viridien (www.viridiengroup.com) is an advanced technology, digital and Earth data company that pushes the boundaries of science for a more prosperous and sustainable future. With our ingenuity, drive and deep curiosity we discover new insights, innovations, and solutions that efficiently and responsibly resolve complex natural resource, digital, energy transition and infrastructure challenges. Viridien employs around 3,500 people worldwide and is listed as VIRI on the Euronext Paris SA (ISIN until July 30: FR0013181864 and ISIN as from July 31: FR001400PVN6).

Contact:

VP Corporate Finance

Jean-Baptiste Roussille
jean-baptiste.roussille@viridiengroup.com

Q3 2024 – Financial Results

CONSOLIDATED FINANCIAL STATEMENTS – September 30^th, 2024

Unaudited Interim Consolidated statement of operations – Year-To-Date

		Nine months ended September 30,
(In millions of US$, except per share data)	Notes	2024	2023
Operating revenues		784.8	810.4
Other income from ordinary activities		0.1	0.2
Total income from ordinary activities		784.9	810.6
Cost of operations		(587.1)	(578.0)
Gross profit		197.8	232.6
Research and development expenses – net		(15.2)	(20.5)
Marketing and selling expenses		(28.6)	(26.6)
General and administrative expenses		(55.9)	(54.2)
Other revenues (expenses) – net	8	(3.6)	(0.9)
Operating income (loss)		94.6	130.4
Cost of financial debt – gross		(82.3)	(79.5)
Income provided by cash and cash equivalents		8.7	4.0
Cost of financial debt, net		(73.6)	(75.5)
Other financial income (loss)	9	(0.9)	(1.6)
Income (loss) before incomes taxes and share of income (loss) from companies accounted for under the equity method		20.1	53.3
Income taxes		(14.2)	(24.6)
Net income (loss) before share of income (loss) from companies accounted for under the equity method		6.0	28.7
Net income (loss) from companies accounted for under the equity method		0.9	0.5
Net income (loss) from continuing operations		6.9	29.2
Net income (loss) from discontinued operations	3	14.7	2.3
Consolidated net income (loss)		21.6	31.5
Attributable to :
Owners of Viridien S.A	$	21.2	28.0
Non-controlling interests	$	0.4	3.5
Net income (loss) per share
Basic	$	2.97	0.04
Diluted	$	2.95	0.04
Net income (loss) from continuing operations per share
Basic	$	0.91	0.04
Diluted	$	0.91	0.04
Net income (loss) from discontinued operations per share ^(a)
Basic	$	2.06	–
Diluted	$	2.05	–

(a) Earning per share is presented as nil being less than US$0.01 at September 30,2023.

See the notes to the Unaudited Interim Consolidated Financial Statements

Unaudited Interim Consolidated statement of comprehensive income (loss) – Year-To-Date

		Nine months ended September 30,
(In millions of US$)	Notes	2024 ^(a)	2023 ^(a)
Net income (loss) from statements of operations		21.6	31.5
Net gain (loss) on cash flow hedges		0.2	0.2
Variation in translation adjustments		3.3	10.5
Net other comprehensive income (loss) to be reclassified in profit (loss) in subsequent period (1)		3.5	10.7
Net gain (loss) on actuarial changes on pension plan		0.4	(0.7)
Net other comprehensive income (loss) not to be reclassified in profit (loss) in subsequent period (2)		0.4	(0.7)
Total other comprehensive income (loss) for the period. net of taxes (1) + (2)		3.9	10.0
Total comprehensive income (loss) for the period		25.5	41.5
Attributable to:		–
Owners of Viridien S.A.		24.7	39.2
Non-controlling interests		0.8	2.3

(a) Including other comprehensive income related to the discontinued operations.

Unaudited Interim Consolidated statement of financial position

(In millions of US$)	Notes	September 30, 2023		December 31, 2023
ASSETS
Cash and cash equivalents		341.7	327.0
Trade accounts and notes receivable, net		287.3	310.9
Inventories and work-in-progress, net		207.1	212.9
Income tax assets		37.0	30.8
Other current assets, net		67.4	92.1
Total current assets		940.5	973.7
Deferred tax assets		35.5	29.9
Other non-current assets, net		7.8	6.8
Investments and other financial assets, net		25.3	22.7
Investments in companies under the equity method		2.6	2.2
Property, plant and equipment, net	4	230.7	206.1
Intangible assets, net		611.5	579.7
Goodwill, net		1 098.1	1 095.5
Total non-current assets		2 011.4	1 942.9
TOTAL ASSETS		2 951.9	2 916.6
LIABILITIES AND EQUITY
Financial debt – current portion	5	79.8	58.0
Trade accounts and notes payables		94.1	86.4
Accrued payroll costs		87.9	89.1
Income taxes payable		21.2	12.5
Advance billings to customers		19.1	24.0
Provisions — current portion		8.1	8.7
Other current financial liabilities		5.9	21.3
Other current liabilities		233.6	250.3
Total current liabilities		549.8	550.3
Deferred tax liabilities		22.1	24.3
Provisions — non-current portion		32.8	30.1
Financial debt – non-current portion	5	1 265.1	1 242.8
Other non-current financial liabilities		–	0.5
Other non-current liabilities		1.7	4.3
Total non-current liabilities		1 321.7	1 302.0
Common stock: 11,212,215 shares authorized and 7,161,465 shares with a €1.00 nominal value outstanding at September 30, 2024		8.7	8.7
Additional paid-in capital		118.7	118.7
Retained earnings		1 004.0	980.4
Other Reserves		19.8	27.3
Treasury shares		(20.1)	(20.1)
Cumulative income and expense recognized directly in equity		(1.2)	(1.4)
Cumulative translation adjustment		(87.9)	(90.8)
Equity attributable to owners of Viridien S.A.		1 042.0	1 022.8
Non-controlling interests		38.5	41.5
Total equity		1 080.5	1 064.3
TOTAL LIABILITIES AND EQUITY		2 951.9	2 916.6

See the notes to the Unaudited Interim Consolidated Financial Statements

Unaudited Interim Consolidated statement of cash flows

		Nine months ended September 30,
(In millions of US$)	Notes	2024	2023
OPERATING ACTIVITIES
Consolidated net income (loss)		21.6	31.5
Less: Net income (loss) from discontinued operations	3	(14.7)	(2.3)
Net income (loss) from continuing operations		6.9	29.2
Depreciation, amortization and impairment		71.8	63.3
Earth Data surveys impairment and amortization		144.0	99.8
Depreciation and amortization capitalized in Earth Data surveys		(11.6)	(11.8)
Variance on provisions		0.2	0.5
Share-based compensation expenses		2.2	1.7
Net (gain) loss on disposal of fixed and financial assets		0.1	0.1
Share of (income) loss in companies recognized under equity method		(0.9)	(0.5)
Other non-cash items		(2.5)	1.8
Net cash-flow including net cost of financial debt and income tax		210.2	184.1
Less : Cost of financial debt		73.6	75.5
Less : Income tax expense (gain)		14.2	24.6
Net cash-flow excluding net cost of financial debt and income tax		297.9	284.2
Income tax paid		(10.0)	(3.8)
Net cash-flow before changes in working capital		287.9	280.4
Changes in working capital		10.0	(23.5)
– change in trade accounts and notes receivable		(2.3)	(29.4)
– change in inventories and work-in-progress		7.0	17.4
– change in other current assets		14.9	6.6
– change in trade accounts and notes payable		10.6	(0.4)
– change in other current liabilities		(20.2)	(17.7)
Net cash-flow from operating activities		297.8	256.9
INVESTING ACTIVITIES
Total capital expenditures (tangible and intangible assets) net of variation of fixed assets suppliers, excluding Earth Data surveys)	4	(24.3)	(48.3)
Investment in Earth Data surveys		(180.1)	(141.7)
Proceeds from disposals of tangible and intangible assets		1.1	–
Dividends received from investments in companies under the equity method		0.5	–
Total net proceeds from financial assets		–	(1.9)
Variation in other non-current financial assets		(2.1)	(2.9)
Net cash-flow used in investing activities		(205.0)	(194.8)

		Nine months ended September 30
(In millions of US$)	Notes	2024	2023
FINANCING ACTIVITIES
Repayment of long-term debt	5	(12.2)	(1.5)
Total issuance of long-term debt	5	0.1	23.0
Lease repayments	5	(43.4)	(37.9)
Financial expenses paid	5	(42.2)	(46.5)
Dividends paid and share capital reimbursements:		–
— to owners of Viridien		0.0	–
— to non-controlling interests of integrated companies		(3.8)	(0.8)
Net cash-flow provided by (used in) financing activities		(101.6)	(63.7)
Effects of exchange rates on cash		1.1	(4.3)
Net cash flows incurred by discontinued operations	3	22.4	(17.0)
Net increase (decrease) in cash and cash equivalents		14.7	(22.9)
Cash and cash equivalents at beginning of year		327.0	298.0
Cash and cash equivalents at end of period		341.7	275.1

See the notes to the Interim Consolidated Financial Statements

Unaudited Interim Consolidated statements of changes in equity

Amounts in millions of US$. except share data	Number of Shares issued	Share capital	Additional paid-in capital	Retained earnings	Other reserves	Treasury shares	Income and expense recognized directly in equity	Cumulative translation adjustment	Equity attributable to owners of Viridien S.A.	Non-controlling interests	Total equity
Balance at January 1, 2023	7 123 573	8.7	118.6	967.9	50.0	(20.1)	(3.4)	(102.4)	1 019.3	39.5	1 058.8
Net gain (loss) on actuarial changes on pension plan (1)				(0.7)					(0.7)		(0.7)
Net gain (loss) on cash flow hedges (2)							0.2		0.2		0.2
Net gain (loss) on translation adjustments (3)								11.7	11.7	(1.2)	10.5
Other comprehensive income (1)+(2)+(3)	–	–	–	(0.7)	–	–	0.2	11.7	11.2	(1.2)	10.0
Net income (loss) (4)				28.0					28.0	3.5	31.5
Comprehensive income (1)+(2)+(3)+(4)	–	–	–	27.3	–	–	0.2	11.7	39.2	2.3	41.5
Exercise of warrants	238		0.1						0.1		0.1
Dividends									–	(0.9)	(0.9)
Cost of share-based payment	12 951			1.7					1.7		1.7
Variation in translation adjustments generated by the parent company					(10.7)				(10.7)		(10.7)
Balance at September 30, 2023	7 136 763⁽^a)	8.7	118.7	996.9	39.3	(20.1)	(3.2)	(90.7)	1 049.6	40.9	1 090.5

Amounts in millions of US$. except share data	Number of Shares issued	Share capital	Additional paid-in capital	Retained earnings	Other reserves	Treasury shares	Income and expense recognized directly in equity	Cumulative translation adjustment	Equity attributable to owners of Viridien S.A.	Non-controlling interests	Total equity
Balance at January 1, 2024	7 136 763	8.7	118.7	980.4	27.3	(20.1)	(1.4)	(90.8)	1 022.8	41.5	1 064.3
Net gain (loss) on actuarial changes on pension plan (1)				0.4					0.4		0.4
Net gain (loss) on cash flow hedges (2)							0.2		0.2		0.2
Net gain (loss) on translation adjustments (3)								2.9	2.9	0.4	3.3
Other comprehensive income (1)+(2)+(3)	–	–	–	0.4	–	–	0.2	2.9	3.5	0.4	3.9
Net income (loss) (4)				21.2					21.2	0.4	21.6
Comprehensive income (1)+(2)+(3)+(4)	–	–	–	21.6	–	–	0.2	2.9	24.7	0,8	25.5
Dividends									–	(3.8)	(3.8)
Cost of share-based payment	24 703			2.0					2.0		2.0
Variation in translation adjustments generated by the parent company					(7.5)				(7.5)		(7.5)
Balance at September 30, 2024	7 161 465⁽^b)	8.7	118.7	1 004.0	19.8	(20.1)	(1.2)	(87.9)	1 042.0	38.5	1 080.5

(a) Pro forma following Reverse Share Split

(b) Reverse Share Split: Pursuant to a delegation from the Combined General Meeting of shareholders of May 15, 2024, and a sub-delegation from the Board of Directors held on the same day, the Company’s Chief Executive Officer has decided to implement a reverse share split on the basis of 1 new share of €1.00 nominal value for 100 old shares of €0.01 nominal value.

¹All variations refer to the same period last year
²Unless otherwise stated, all figures and comments are referring to “Segment” (i.e. pre-IFRS 15), as defined in the 2023 Universal Registration Document’s glossary, under section 8.7

Attachment

Q3 2024 PR VEnglish final

The MIL Network –

January 25, 2025

MIL-OSI: Proactis SA – Financial Information 6m 07 24

Source: GlobeNewswire (MIL-OSI)

Proactis SA announces financial information for the 6 months period ended 31 July 2024

Paris – 31 October 2024 – Proactis SA (Euronext: PROAC), a leading provider of comprehensive spend management and business process collaboration solutions, today announced financial information for the 6 months period ended 31 July 2024, in accordance with the “European Transparency Obligations Directive” financial disclosure requirements.

Financial data

€ Million	H1 FY2023 6 months period from 1 August 2022 to 31 January 2023	H1 FY2025 6 months period from 1 February 2024 to 31 July 2024	% Change 2025 / 2023

Revenue	6.5	4.3	(34)%
*EBITDA ()**	0.2	0.8	408%
Net Earnings	(1.2)	(0.9)
Operating Cashflow	0.3	0.5	50%
Cash	0.2	0.5	257%

(*) EBITDA: Operating result before depreciation and non-recurring items.

Subsequent to the previous fiscal year year-end date change to align with the Proactis UK Group year-end date change to 31 January, the fiscal year to consider is now 2025 to cover the period from February 1st 2024 to January, 31st 2025 (previous FY period was running from August 2022 until January 2024 – 18 months).

Accounts for the 6 months period to 31 July 2024 have been reviewed by auditors and were approved by the Proactis SA Board of Directors on 17 October 2024.

Revenue split is as follow:

€ Million	6 months period ended 31 January 2023	6 months period ended 31 July 2024

Revenue	6.5	4.3

Operating revenue	4.4	2.9
Revenue from intercompany re-invoicing	2.1	1.4

Operating revenue is at €2.9m, 35% lower than the period to 31 January 2023. As previously communicated in August, this revenue decrease is principally due to customer churn where contracts were incorporating third party software. The change to Service revenues reflects a large implementation project in the FY23 comparative that has since been completed.

The EBITDA (*) has increased from €0.2m in the 6 months period to 31 January 2023 to €0.8m in the 6 months period to 31 July 2024. Increased EBITDA performance is driven by a rationalisation of the cost base and lower external charges on subcontracted projects that were included in H1 FY23 not repeated in H1 FY25.

At 31 July 2024 the cash position was of €0.5m; aligned with the position recorded on 31 January 2024 (€0.6m).

* * * *

About Proactis SA (https://www.proactis.com/proactis-sa), a Proactis Company

Proactis SA connects companies by providing business spend management and collaborative business process automation solutions for both goods and services, through The Business Network. Our solutions integrate with any ERP or procurement system, providing our customers with an easy-to-use solution which drives adoption, compliance and savings.

Proactis SA has operations in France, Germany, USA and Manila.

Listed in Compartment C on the Euronext Paris Eurolist.

ISIN: FR0004052561, Euronext: PROAC, Reuters: HBWO.LN, Bloomberg: HBW.FP

Contacts
E-mail: investorContact@proactis.com

* * * *

Attachment

Proactis SA Financial Information 6m 07 24

The MIL Network –

January 25, 2025

MIL-OSI: Societe Generale: Availability of the third amendment to the 2024 Universal Registration Document
Source: GlobeNewswire (MIL-OSI)

AVAILABILITY OF THE THIRD AMENDMENT TO 2024 UNIVERSAL REGISTRATION DOCUMENT
Regulated Information

Paris, 31 October 2024

Societe Generale hereby informs the public that the third amendment to the 2024 Universal Registration Document filed on 11^th March 2024 under number D.24-0094, has been filed with the French Financial Markets Authority (AMF) on 31^st October 2024 under number D-24-0094-A03.
This document is made available to the public, free of charge, in accordance with the conditions provided for by the regulations in force and may be consulted in the “Regulated information” section of
the Company’s website (https://investors.societegenerale.com/en/financial-and-non-financial-information/regulated-information) and on the AMF’s website.

Press contacts:

Jean-Baptiste Froville_+33 1 58 98 68 00_ jean-baptiste.froville@socgen.com
Fanny Rouby_+33 1 57 29 11 12_ fanny.rouby@socgen.com

Societe Generale

Societe Generale is a top tier European Bank with more than 126,000 employees serving about 25 million clients in 65 countries across the world. We have been supporting the development of our economies for nearly 160 years, providing our corporate, institutional, and individual clients with a wide array of value-added advisory and financial solutions. Our long-lasting and trusted relationships with the clients, our cutting-edge expertise, our unique innovation, our ESG capabilities and leading franchises are part of our DNA and serve our most essential objective – to deliver sustainable value creation for all our stakeholders.

The Group runs three complementary sets of businesses, embedding ESG offerings for all its clients:
- French Retail, Private Banking and Insurance, with leading retail bank SG and insurance franchise, premium private banking services, and the leading digital bank BoursoBank.
- Global Banking and Investor Solutions, a top tier wholesale bank offering tailored-made solutions with distinctive global leadership in equity derivatives, structured finance and ESG.
- Mobility, International Retail Banking and Financial Services, comprising well-established universal banks (in Czech Republic, Romania and several African countries), Ayvens (the new ALD I LeasePlan brand), a global player in sustainable mobility, as well as specialized financing activities.
Committed to building together with its clients a better and sustainable future, Societe Generale aims to be a leading partner in the environmental transition and sustainability overall. The Group is included in the principal socially responsible investment indices: DJSI (Europe), FTSE4Good (Global and Europe), Bloomberg Gender-Equality Index, Refinitiv Diversity and Inclusion Index, Euronext Vigeo (Europe and Eurozone), STOXX Global ESG Leaders indexes, and the MSCI Low Carbon Leaders Index (World and Europe).

In case of doubt regarding the authenticity of this press release, please go to the end of the Group News page on societegenerale.com website where official Press Releases sent by Societe Generale can be certified using blockchain technology. A link will allow you to check the document’s legitimacy directly on the web page.

For more information, you can follow us on Twitter/X @societegenerale or visit our website societegenerale.com.

Attachment
- Societe-Generale-3rd-amendment-2024-Universal-Registration-Document
The MIL Network –
January 25, 2025
MIL-OSI USA: Owner of Arkansas Tree Service Business Sentenced for Tax Fraud

Source: US State of Vermont

An Arkansas man was sentenced yesterday to 20 months in prison for filing a false individual income tax return.

According to court documents and statements made in court, Carlos Gonzalez, 59, of Rogers, filed false tax returns that underreported the gross receipts from his tree-trimming and removal business, Charley’s Tree Service. From 2014 through 2020, Gonzalez cashed more than $3 million in customer checks instead of depositing them into his business’ bank account, knowing that his return preparer relied on the bank account records when preparing his returns. In addition, he did not tell his return preparer about the cashed checks. As such, the return preparer prepared tax returns that underreported gross receipts from his business resulting in a tax loss to the IRS of more than $900,000.

In addition to his prison sentence, U.S. District Court Judge Timothy Brooks for the Western District of Arkansas ordered Gonzalez to serve one year of supervised release and to pay approximately $1.4 million in restitution to the United States and the State of Arkansas.

Acting Deputy Assistant Attorney General Stuart M. Goldberg of the Justice Department’s Tax Division and U.S. Attorney David Clay Fowlkes for the Western District of Arkansas made the announcement.

IRS Criminal Investigation investigated the case.

Trial Attorneys Curtis Weidler and Wilson Stamm of the Tax Division and Assistant U.S. Attorney Carly Marshall for the Western District of Arkansas prosecuted the case.

MIL OSI USA News –

January 25, 2025
MIL-OSI Global: Labour’s first budget: redistribution away from the rich after over a decade of Conservative rule

Source: The Conversation – UK – By Martin Smith, Anniversary Professor of Politics, University of York

Treasury/Flickr, CC BY-NC-ND

Labour’s first budget in 14 years appears to have avoided the Halloween nightmares that many predicted. Yes, the overall tax burden is at its highest level since 1948, but this budget’s tax and spend distribution is such that it spreads both the pain and the benefit. Most of the pain has been focused on the well off, sparing others from increased taxation.

This was, as is so often the case, a budget that was more about politics than economics.

The political emphasis is naturally very different from the previous Conservative administration. Like the 1990s governments of Tony Blair, Labour is now focusing on improving the public sector rather than cutting taxes.

The government claims there will be no return to austerity. Instead, Reeves’s budget is based not only on investment and growth, but education – which gets a 19% real-terms funding uplift. An extra £22 billion is also available for the NHS. Perhaps more importantly, there is an attempt to shift away from hospital-based provision to preventative approaches and community care.

This is a budget centred on redistribution. Taxes are increasing for employers (through increased national insurance) and on inheritance tax and capital gains. Second home owners, non-doms and parents sending their children to private school will also be taxed more. Beneficiaries include those on a minimum wage, pensions and carers.

Want more politics coverage from academic experts? Every week, we bring you informed analysis of developments in government and fact check the claims being made.

Sign up for our weekly politics newsletter, delivered every Friday.

It is, then, very much a Labour budget. It focuses on taking money from what may be called the upper middle class and the very well off, and spending it on the public sector, the lower paid and the worse off in society. Even the hinted-at increases on taxes around pensions and pension pots were not fulfilled for fear of alienating Labour supporting, public sector workers.

Delivering a vision

From this perspective, the budget can be regarded as a political success. It has done what Keir Starmer’s government has hitherto failed to do: set out a new, distinct agenda. Revising the existing fiscal rules to include both new stability and investment rules highlights Labour’s commitment to longer-term growth, which it hopes will secure the investment for renewed public services.

This strategy harks back to the traditional social democracy that runs from Tony Crosland – one of the foremost Labour thinkers on a reformed social democracy – and the Labour governments of the 1960s to New Labour. Economic growth, rather than the radical redistribution of wealth associated with Labour leaders such as Michael Foot and Jeremy Corbyn, is Labour’s mechanism for enhancing public services and improving the position of the worst off in society.

Budget 2024: a political document first, an economic plan second.
Treasury/Flickr, CC BY-NC-ND

But therein lies the rub. The initial market reaction was good. Much of Reeves and Starmer’s pre-budget spin was about making sure the markets remained calm. There was no repeat of the Liz Truss and Kwasi Kwarteng mini-budget debacle, where unfunded tax cuts led to the unstable economic conditions and ultimately Truss’s downfall.

The whole of the Labour government strategy is based on modest but consistent economic growth between a high of 2% and a low of 1.5% between now and 2030. But, of course, economic growth is very difficult to predict and dependent on conditions that the government does not control.

Just this week, Israel’s decision not to target Iranian oilfields led to a 20% drop in oil prices. But any intensification of war in the Middle East could see that situation rapidly reversed.

So while Labour’s promise to increase capital spending and greater investment in science, research and development is important for growing the economy, it is only one factor and others may thwart Labour’s growth plan.

There is though one important lesson from history. All – and that really is all – Labour governments have ended their time in office amidst a financial crisis. Often, it is not directly of their own making, but the plight of the economy has subsequently undermined their original spending plans.

Reeves’s first budget has seen clear benefits for particular sectors. The adaptation of the fiscal rules creates new opportunities for growth through borrowing, capital spending and investment. Yet whether it can trigger the scale of economic takeoff needed to overcome the backlog of investment in public services is to be seen. This may well prove to be the key factor in determining both the longevity and legacy of this Labour government.

Martin Smith receives funding from Leverhulme Major Research Fellowship and Nuffield Foundation.

Dave Richards receives funding from two projects related to this article: 1. ‘Public Expenditure, Planning and Control in Complex Times’ – Nuffield Foundation, https://sites.manchester.ac.uk/public-expenditure-planning-and-control/ 2. ‘The UK Productivity-Governance Puzzle: Are UK’s Governing Institutions Fit for Purpose in the 21st Century?’ – The ESRC Productivity Institute https://www.productivity.ac.uk/people/professor-david-richards/

Sam Warner receives funding from the Nuffield Foundation.

– ref. Labour’s first budget: redistribution away from the rich after over a decade of Conservative rule – https://theconversation.com/labours-first-budget-redistribution-away-from-the-rich-after-over-a-decade-of-conservative-rule-242548

MIL OSI – Global Reports –

January 25, 2025

MIL-OSI USA: S. 5067, Disaster Survivors Fairness Act of 2024

Source: US Congressional Budget Office

By Fiscal Year, Millions of Dollars			2025	2025-2029		2025-2034
Direct Spending (Outlays)			0	0		0
Revenues			0	0		0
Increase or Decrease (-) in the Deficit			0	0		0
Spending Subject to Appropriation (Outlays)			5	24		not estimated
Increases net direct spending in any of the four consecutive 10-year periods beginning in 2035?	No	Statutory pay-as-you-go procedures apply?			No
		Mandate Effects
Increases on-budget deficits in any of the four consecutive 10-year periods beginning in 2035?	No	Contains intergovernmental mandate?			No
		Contains private-sector mandate?			No
The bill would
Estimated budgetary effects would mainly stem from
Areas of significant uncertainty include

MIL OSI USA News –

January 25, 2025

MIL-OSI Europe: Answer to a written question – Facilitating the financing of nuclear power in the EU – E-001825/2024(ASW)
Source: European Parliament
When developing the EU Taxonomy[1], the Commission prioritised economic activities which have the greatest potential to make a substantial contribution to one or more EU environmental objectives without causing significant harm to the others.

The EU Taxonomy covers therefore nuclear activities which can play an important role in moving towards a carbon-neutral economy, including research, development, demonstration and deployment of advanced nuclear technologies with minimal waste from the fuel cycle, construction and operation of new nuclear power plants using best-available technologies and upgrading of existing nuclear installations for the purposes of lifetime extension.

The EU Taxonomy is a living document and will continue to evolve over time, with more activities being added to its scope by means of amendments.

Stakeholders are able to address suggestions and questions on new activities to be included in the EU Taxonomy or on possible amendments relating to existing activities. For this purpose, the Commission established a stakeholder request mechanism[2] and, with input from the Platform on Sustainable Finance[3], it assesses suggestions received.

When developing the Taxonomy, the Commission paid particular attention to ensuring that all economic activities within a sector are treated equally when they contribute equally towards the environmental objective.

Consequently, the activities in the energy sector include activities relating to all major energy sources, including nuclear energy.

[1] https://finance.ec.europa.eu/sustainable-finance/tools-and-standards/eu-taxonomy-sustainable-activities_en

[2] https://finance.ec.europa.eu/sustainable-finance/overview-sustainable-finance/platform-sustainable-finance/stakeholder-request-mechanism_en

[3] https://finance.ec.europa.eu/sustainable-finance/overview-sustainable-finance/platform-sustainable-finance_en
Last updated: 31 October 2024
MIL OSI Europe News –
January 25, 2025

MIL-OSI: Silvercrest Asset Management Group Inc. Reports Q3 2024 Results

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Oct. 31, 2024 (GLOBE NEWSWIRE) — Silvercrest Asset Management Group Inc. (NASDAQ: SAMG) (the “Company” or “Silvercrest”) today reported the results of its operations for the quarter ended September 30, 2024.

Business Update

Supportive markets and improving economic conditions helped Silvercrest’s assets under management (“AUM”) growth during the third quarter, pointing to improved top-line revenue. The firm also saw improved business development results and will report a robust pipeline of new business opportunities. A persistent trend of the market’s recovery since 2022 has been the narrow leadership of Large Cap Growth equities. We noted during our second quarter earnings call that, despite progress in the market, Large Cap Value and Small Cap stocks, had actually declined during that quarter. We have been pleased to see broader company market participation throughout the third quarter and an increase in equities across the market cap spectrum, which benefits Silvercrest’s diversified wealth management business as well as our exposure to the small cap institutional business. The increases during the quarter bode well for future revenue. We are optimistic about securing significant organic net flows over the next two quarters.

Silvercrest’s discretionary AUM increased $1.0 billion during the quarter to $22.6 billion, primarily due to rising markets. This net increase in discretionary AUM – which drives revenue – represents a 5% increase since the second quarter and a year-over-year increase of 10% since the third quarter of 2023. New client accounts and relationships increased during the quarter, led by new Silvercrest Small Cap Opportunity mandates. While we report discretionary outflows during the third quarter, the outflows were revenue neutral to the firm. Overall, total asset flows and market increases were a net positive for the firm and should drive an increase in fourth-quarter revenue. Total AUM at the end of the third quarter was $35.1 billion. Total AUM increased year-over-year from the third quarter of 2023, up 13%. Despite these increases, Silvercrest has been investing in the future growth of the business, which has resulted in higher total compensation and which we have adjusted for on a quarterly basis. As a result, while top-line revenue has increased, most metrics of the business are down due to these higher expenses.

Silvercrest’s pipeline of new institutional business opportunities increased during the third quarter by 20% and now stands at $1.2 billion. Importantly, the firm’s pipeline does not yet include potential mandates for our new Global Equity strategy which has a high capacity for significant inflows. Over the past two quarters, we have worked to build the infrastructure to support the team and strategy while undertaking business development. We are optimistic about near-term positive AUM flows and resulting revenue increases to result from the pipeline.

I have consistently mentioned that Silvercrest has never had more business opportunities underway. We have made and will make investments to drive future growth in the business. We expect to make more hires to complement our outstanding professional team and to drive future growth. Silvercrest continues to accrue a higher interim percentage of revenue for compensation for this purpose, and, as mentioned, we will continue to adjust compensation levels to match these important investments in the business and will keep you informed of our plans and the progress of these investments.

We continue to see substantial new opportunities globally for a firm with our high-quality capabilities, coupled with superior client service.

On October 30, 2024, the Company’s Board of Directors approved a quarterly dividend of $0.20 per share of Class A common stock. The dividend will be paid on or about December 20, 2024 to stockholders of record as of the close of business on December 13, 2024.

Third Quarter 2024 Highlights

Total Assets Under Management (“AUM”) of $35.1 billion, inclusive of discretionary AUM of $22.6 billion and non-discretionary AUM of $12.5 billion at September 30, 2024.
Revenue of $30.4 million.
U.S. Generally Accepted Accounting Principles (“GAAP”) consolidated net income and net income attributable to Silvercrest of $3.7 million and $2.3 million, respectively.
Basic and diluted net income per share of $0.24.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)¹ of $6.3 million.
Adjusted net income¹ of $3.8 million.
Adjusted basic and diluted earnings per share^{1, 2} of $0.27 and $0.26, respectively.

The table below presents a comparison of certain GAAP and non-GAAP (“Adjusted”) financial measures and AUM.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands except as indicated)	2024			2023			2024			2023
Revenue	$	30,424		$	29,704		$	91,689		$	88,868
Income before other income (expense), net	$	4,457		$	6,519		$	15,670		$	19,788
Net income	$	3,730		$	5,380		$	13,025		$	15,825
Net income margin		12.3	%		18.1	%		14.2	%		17.8	%
Net income attributable to Silvercrest	$	2,252		$	3,216		$	7,917		$	9,505
Net income per basic share	$	0.24		$	0.34		$	0.83		$	1.01
Net income per diluted share	$	0.24		$	0.34		$	0.83		$	1.00
Adjusted EBITDA¹	$	6,346		$	8,000		$	21,031		$	24,297
Adjusted EBITDA Margin¹		20.9	%		26.9	%		22.9	%		27.3	%
Adjusted net income¹	$	3,801		$	5,136		$	12,921		$	15,055
Adjusted basic earnings per share^{1, 2}	$	0.27		$	0.37		$	0.93		$	1.08
Adjusted diluted earnings per share^{1, 2}	$	0.26		$	0.36		$	0.89		$	1.05
Assets under management at period end (billions)	$	35.1		$	31.2		$	35.1		$	31.2
Average assets under management (billions)³	$	34.2		$	31.6		$	34.3		$	30.1

_________________

¹	Adjusted measures are non-GAAP measures and are explained and reconciled to the comparable GAAP measures in Exhibits 2 and 3.
²	Adjusted basic and diluted earnings per share measures for the three and nine months ended September 30, 2024 are based on the number of shares of Class A common stock and Class B common stock outstanding as of September 30, 2024. Adjusted diluted earnings per share are further based on the addition of unvested restricted stock units, and non-qualified stock options to the extent dilutive at the end of the reporting period.
³	We have computed average AUM by averaging AUM at the beginning of the applicable period and AUM at the end of the applicable period.

AUM at $35.1 Billion

Silvercrest’s discretionary assets under management increased by $2.1 billion, or 10.2%, to $22.6 billion at September 30, 2024, from $20.5 billion at September 30, 2023. The increase was attributable to market appreciation of $4.1 billion partially offset by net client outflows of $2.0 billion. Silvercrest’s total AUM increased by $3.9 billion, or 12.5%, to $35.1 billion at September 30, 2024, from $31.2 billion at September 30, 2023. The increase was attributable to market appreciation of $5.7 billion partially offset by net client outflows of $1.8 billion.

Silvercrest’s discretionary assets under management increased by $1.0 billion, or 4.6%, to $22.6 billion at September 30, 2024, from $21.6 billion at June 30, 2024. The increase was attributable to market appreciation of $1.3 billion and net client outflows of $0.3 billion. Silvercrest’s total AUM increased by $1.7 billion, or 5.1%, to $35.1 billion at September 30, 2024, from $33.4 billion at June 30, 2024. The increase was attributable to market appreciation of $1.9 billion and net client outflows of $0.2 billion.

Third Quarter 2024 vs. Third Quarter 2023

Revenue increased by $0.7 million, or 2.4%, to $30.4 million for the three months ended September 30, 2024, from $29.7 million for the three months ended September 30, 2023. This increase was driven by market appreciation partially offset by net client outflows.

Total expenses increased by $2.8 million, or 12.0%, to $26.0 million for the three months ended September 30, 2024, from $23.2 million for the three months ended September 30, 2023. Compensation and benefits expense increased by $1.9 million, or 11.4%, to $18.6 million for the three months ended September 30, 2024, from $16.7 million for the three months ended September 30, 2023. The increase was primarily attributable to increases in the accrual for bonuses of $0.7 million, severance expense of $0.2 million, equity-based compensation of $0.2 million and salaries and benefits of $0.8 million primarily as a result of merit-based increases. General and administrative expenses increased by $0.9 million, or 13.4%, to $7.4 million for the three months ended September 30, 2024, from $6.5 million for the three months ended September 30, 2023. This was primarily attributable to increases in occupancy and related costs of $0.1 million, professional fees of $0.2 million, portfolio and systems expense of $0.3 million and trade errors of $0.3 million.

Consolidated net income was $3.7 million or 12.3% of revenue for the three months ended September 30, 2024, as compared to consolidated net income of $5.4 million or 18.1% of revenue for the same period in the prior year. Net income attributable to Silvercrest was $2.3 million, or $0.24 per basic share and diluted share for the three months ended September 30, 2024. Our Adjusted Net Income¹ was $3.8 million, or $0.27 per adjusted basic share^{1, 2} and $0.26 per adjusted diluted share^{1, 2} for the three months ended September 30, 2024.

Adjusted EBITDA¹ was $6.3 million, or 20.9% of revenue for the three months ended September 30, 2024, as compared to $8.0 million or 26.9% of revenue for the same period in the prior year.

Nine Months Ended September 30, 2024 vs. Nine Months Ended September 30, 2023

Revenue increased by $2.8 million, or 3.2%, to $91.7 million for the nine months ended September 30, 2024, from $88.9 million for the nine months ended September 30, 2023. This increase was driven by market appreciation partially offset by net client outflows.

Total expenses increased by $6.9 million, or 10.0%, to $76.0 million for the nine months ended September 30, 2024, from $69.1 million for the nine months ended September 30, 2023. Compensation and benefits expense increased by $4.8 million, or 9.6%, to $54.8 million for the nine months ended September 30, 2024, from $50.0 million for the nine months ended September 30, 2023. The increase was primarily attributable to increases in the accrual for bonuses of $3.0 million, severance expense of $0.2 million, equity-based compensation of $0.3 million and salaries and benefits of $1.3 million primarily as a result of merit-based increases. General and administrative expenses increased by $2.1 million, or 11.1%, to $21.3 million for the nine months ended September 30, 2024, from $19.1 million for the nine months ended September 30, 2023. This was primarily attributable to increases in travel and entertainment expenses of $0.2 million, occupancy and related costs of $0.2 million, professional fees of $0.6 million, portfolio and systems expenses of $0.4 million, recruiting expenses of $0.3 million, trade errors of $0.3 million and depreciation and amortization expense of $0.1 million.

Consolidated net income was $13.0 million or 14.2% of revenue for the nine months ended September 30, 2024, as compared to consolidated net income of $15.8 million or 17.8% of revenue for the same period in the prior year. Net income attributable to Silvercrest was $7.9 million, or $0.83 per basic share and diluted share for the nine months ended September 30, 2024. Our Adjusted Net Income¹ was $12.9 million, or $0.93 per adjusted basic share^{1, 2} and $0.89 per adjusted diluted share^{1, 2} for the nine months ended September 30, 2024.

Adjusted EBITDA¹ was $21.0 million or 22.9% of revenue for the nine months ended September 30, 2024, as compared to $24.3 million or 27.3% of revenue for the same period in the prior year.

Liquidity and Capital Resources

Cash and cash equivalents were $58.1 million at September 30, 2024, compared to $70.3 million at December 31, 2023. As of September 30, 2024, there was nothing outstanding under our term loan or under our revolving credit facility with City National Bank.

Silvercrest’s total equity was $84.6 million at September 30, 2024. We had 9,503,410 shares of Class A common stock outstanding and 4,406,295 shares of Class B common stock outstanding at September 30, 2024.

Non-GAAP Financial Measures

To provide investors with additional insight, promote transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making, we supplement our consolidated financial statements presented on a basis consistent with GAAP with Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Earnings Per Share, which are non-GAAP financial measures of earnings. These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

EBITDA represents net income before provision for income taxes, interest income, interest expense, depreciation and amortization.
We define Adjusted EBITDA as EBITDA without giving effect to the Delaware franchise tax, professional fees associated with acquisitions or financing transactions, gains on extinguishment of debt or other obligations related to acquisitions, impairment charges and losses on disposals or abandonment of assets and leaseholds, client reimbursements and fund redemption costs, severance and other similar expenses, but including partner incentive allocations, prior to our initial public offering, as an expense. We believe that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted EBITDA, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring earnings of the Company, taking into account earnings attributable to both Class A and Class B stockholders.
Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue. We believe that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted EBITDA Margin, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring profitability of the Company, taking into account profitability attributable to both Class A and Class B stockholders.
Adjusted Net Income represents recurring net income without giving effect to professional fees associated with acquisitions or financing transactions, losses on forgiveness of notes receivable from our principals, gains on extinguishment of debt or other obligations related to acquisitions, impairment charges and losses on disposals or abandonment of assets and leaseholds, client reimbursements and fund redemption costs, severance and other similar expenses, but including partner incentive allocations, prior to our initial public offering, as an expense. Furthermore, Adjusted Net Income includes income tax expense assuming a blended corporate rate of 26%. We believe that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted Net Income, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring income of the Company, taking into account income attributable to both Class A and Class B stockholders.
Adjusted Earnings Per Share represents Adjusted Net Income divided by the actual Class A and Class B shares outstanding as of the end of the reporting period for basic Adjusted Earnings Per Share, and to the extent dilutive, we add unvested restricted stock units and non-qualified stock options to the total shares outstanding to compute diluted Adjusted Earnings Per Share. As a result of our structure, which includes a non-controlling interest, we believe that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted Earnings Per Share, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring earnings per share of the Company as a whole as opposed to being limited to our Class A common stock.

Conference Call

The Company will host a conference call on November 1, 2024, at 8:30 am (Eastern Time) to discuss these results. Hosting the call will be Richard R. Hough III, Chief Executive Officer, and President and Scott A. Gerard, Chief Financial Officer. Listeners may access the call by dialing 1-844-836-8743 or for international listeners the call may be accessed by dialing 1-412-317-5723. A live, listen-only webcast will also be available via the investor relations section of www.silvercrestgroup.com. An archived replay of the call will be available after the completion of the live call on the Investor Relations page of the Silvercrest website at http://ir.silvercrestgroup.com/.

Forward-Looking Statements and Other Disclosures

This release contains, and from time to time our management may make, 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, each as amended. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and assumptions. These statements are only predictions based on our current expectations and projections about future events. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those indicated by such forward-looking statements include, but are not limited to: incurrence of net losses; fluctuations in quarterly and annual results; adverse economic or market conditions; our expectations with respect to future levels of assets under management, inflows and outflows; our ability to retain clients; our ability to maintain our fee structure; our particular choices with regard to investment strategies employed; our ability to hire and retain qualified investment professionals; the cost of complying with current and future regulation coupled with the cost of defending ourselves from related investigations or litigation; failure of our operational safeguards against breaches in data security, privacy, conflicts of interest or employee misconduct; our expected tax rate; our expectations with respect to deferred tax assets, adverse economic or market conditions; incurrence of net losses; adverse effects of management focusing on implementation of a growth strategy; failure to develop and maintain the Silvercrest brand; and other factors disclosed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023, which is accessible on the U.S. Securities and Exchange Commission’s website at www.sec.gov. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

About Silvercrest

Silvercrest was founded in April 2002 as an independent, employee-owned registered investment adviser. With offices in New York, Boston, Virginia, New Jersey, California and Wisconsin, Silvercrest provides traditional and alternative investment advisory and family office services to wealthy families and select institutional investors.

Silvercrest Asset Management Group Inc.

Contact: Richard Hough
212-649-0601
rhough@silvercrestgroup.com

Exhibit 1

Silvercrest Asset Management Group Inc.
Condensed Consolidated Statements of Operations
(Unaudited and in thousands, except share and per share amounts or as noted)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023

Revenue
Management and advisory fees	$	29,380		$	28,425		$	88,445		$	85,445
Family office services		1,044			1,279			3,244			3,423
Total revenue		30,424			29,704			91,689			88,868
Expenses
Compensation and benefits		18,598			16,691			54,760			49,945
General and administrative		7,369			6,494			21,259			19,135
Total expenses		25,967			23,185			76,019			69,080
Income before other (expense) income, net		4,457			6,519			15,670			19,788
Other (expense) income, net
Other (expense) income, net		10			(37	)		25			31
Interest income		374			376			1,010			421
Interest expense		(15	)		(86	)		(95	)		(314	)
Total other (expense) income, net		369			253			940			138
Income before provision for income taxes		4,826			6,772			16,610			19,926
Provision for income taxes		(1,096	)		(1,392	)		(3,585	)		(4,101	)
Net income		3,730			5,380			13,025			15,825
Less: net income attributable to non-controlling interests		(1,478	)		(2,164	)		(5,108	)		(6,320	)
Net income attributable to Silvercrest	$	2,252		$	3,216		$	7,917		$	9,505
Net income per share:
Basic	$	0.24		$	0.34		$	0.83		$	1.01
Diluted	$	0.24		$	0.34		$	0.83		$	1.00
Weighted average shares outstanding:
Basic		9,541,407			9,354,747			9,510,495			9,452,576
Diluted		9,579,172			9,378,479			9,547,659			9,478,090

Exhibit 2

Silvercrest Asset Management Group Inc.
Reconciliation of GAAP to non-GAAP (“Adjusted”) Adjusted EBITDA Measure
(Unaudited and in thousands, except share and per share amounts or as noted)

Adjusted EBITDA	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Reconciliation of non-GAAP financial measure:
Net income	$	3,730		$	5,380		$	13,025		$	15,825
Provision for income taxes		1,096			1,392			3,585			4,101
Delaware Franchise Tax		50			50			150			150
Interest expense		15			86			95			314
Interest income		(374	)		(376	)		(1,010	)		(421	)
Depreciation and amortization		1,034			996			3,111			3,012
Equity-based compensation		535			353			1,374			1,047
Other adjustments ^(A)		260			119			701			269
Adjusted EBITDA	$	6,346		$	8,000		$	21,031		$	24,297
Adjusted EBITDA Margin		20.9	%		26.9	%		22.9	%		27.3	%

(A) Other adjustments consist of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Acquisition costs (a)	$	—	$	—	$	—	$	5
Severance		193		—		253		19
Other (b)		67		119		448		245
Total other adjustments	$	260	$	119	$	701	$	269

(a)	For the nine months ended September 30, 2023, represents professional fees of $5 related to the acquisition of Cortina.

(b)	For the three months ended September30, 2024, represents an ASC 842 rent adjustment of $48 related to the amortization of property lease incentives, data conversion costs of $14 and software implementation costs of $5. For the nine months ended September 30, 2024, represents a fair value adjustment to the Neosho contingent purchase price consideration of $12, an ASC 842 rent adjustment of $144 related to the amortization of property lease incentives, sign on bonuses paid to certain employees of $188, professional fees of $26 related to a transfer pricing project, legal fees of $46, data conversion costs of $14 and software implementation costs of $18. For the three months ended September 30, 2023, represents an adjustment to the fair value of the tax receivable agreement of $40, an ASC 842 rent adjustment of $48 related to the amortization of property lease incentives, $23 related to moving costs and software implementation costs of $8. For the nine months ended September 30, 2023, represents an adjustment to the fair value of the tax receivable agreement of $40, an ASC 842 rent adjustment of $144 related to the amortization of property lease incentives, $35 related to moving costs, software implementation costs of $28 and a fair value adjustment to the Cortina contingent purchase price consideration of ($2).

Exhibit 3

Silvercrest Asset Management Group Inc.
Reconciliation of GAAP to non-GAAP (“Adjusted”)
Adjusted Net Income and Adjusted Earnings Per Share Measures
(Unaudited and in thousands, except per share amounts or as noted)

Adjusted Net Income and Adjusted Earnings Per Share	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Reconciliation of non-GAAP financial measure:
Net income	$	3,730		$	5,380		$	13,025		$	15,825
Consolidated GAAP Provision for income taxes		1,096			1,392			3,585			4,101
Delaware Franchise Tax		50			50			150			150
Other adjustments ^(A)		260			119			701			269
Adjusted earnings before provision for income taxes		5,136			6,941			17,461			20,345
Adjusted provision for income taxes:
Adjusted provision for income taxes (26% assumed tax rate)		(1,335	)		(1,805	)		(4,540	)		(5,290	)

Adjusted net income	$	3,801		$	5,136		$	12,921		$	15,055

GAAP net income per share ^(B):
Basic	$	0.24		$	0.34		$	0.83		$	1.01
Diluted	$	0.24		$	0.34		$	0.83		$	1.00

Adjusted earnings per share/unit ^(B):
Basic	$	0.27		$	0.37		$	0.93		$	1.08
Diluted	$	0.26		$	0.36		$	0.89		$	1.05

Shares/units outstanding:
Basic Class A shares outstanding		9,503			9,342			9,503			9,342
Basic Class B shares/units outstanding		4,406			4,545			4,406			4,545
Total basic shares/units outstanding		13,909			13,887			13,909			13,887

Diluted Class A shares outstanding ^(C)		9,541			9,366			9,541			9,366
Diluted Class B shares/units outstanding ^(D)		5,001			4,956			5,001			4,956
Total diluted shares/units outstanding		14,542			14,322			14,542			14,322

(A)	See A in Exhibit 2.

(B)	GAAP earnings per share is strictly attributable to Class A stockholders. Adjusted earnings per share takes into account earnings attributable to both Class A and Class B stockholders.

(C)	Includes 37,109 and 23,732 unvested restricted stock units at September 30, 2024 and 2023, respectively.

(D)	Includes 228,117 and 264,037 unvested restricted stock units at September 30, 2024 and 2023, respectively, and 366,293 and 147,506 unvested non-qualified options at September 30, 2024 and 2023, respectively.

Exhibit 4

Silvercrest Asset Management Group Inc.
Condensed Consolidated Statements of Financial Condition
(Unaudited and in thousands)


	September 30, 2024			December 31, 2023
Assets
Cash and cash equivalents	$	58,103		$	70,301
Investments		219			219
Receivables, net		12,833			9,526
Due from Silvercrest Funds		860			558
Furniture, equipment and leasehold improvements, net		7,458			7,422
Goodwill		63,675			63,675
Operating lease assets		16,290			19,612
Finance lease assets		237			330
Intangible assets, net		17,216			18,933
Deferred tax asset—tax receivable agreement		3,749			5,034
Prepaid expenses and other assets		3,530			3,964
Total assets	$	184,170		$	199,574
Liabilities and Equity
Accounts payable and accrued expenses	$	1,718		$	1,990
Accrued compensation		27,238			37,371
Borrowings under credit facility		—			2,719
Operating lease liabilities		22,668			26,277
Finance lease liabilities		245			336
Deferred tax and other liabilities		9,423			9,071
Total liabilities		61,292			77,764
Commitments and Contingencies
Equity
Preferred Stock, par value $0.01, 10,000,000 shares authorized; none issued and outstanding		—			—
Class A Common Stock, par value $0.01, 50,000,000 shares authorized; 10,394,542 and 9,503,410 issued and outstanding, respectively, as of September 30, 2024; 10,287,452 and 9,478,997 issued and outstanding, respectively, as of December 31, 2023		104			103
Class B Common Stock, par value $0.01, 25,000,000 shares authorized; 4,406,295 and 4,431,105 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		43			43
Additional Paid-In Capital		56,643			55,809
Treasury Stock, at cost, 891,132 shares as of September 30, 2024 and 808,455 as of December 31, 2023		(16,421	)		(15,057	)
Accumulated other comprehensive income (loss)		(19	)		(12	)
Retained earnings		44,227			41,851
Total Silvercrest Asset Management Group Inc.’s equity		84,577			82,737
Non-controlling interests		38,301			39,073
Total equity		122,878			121,810
Total liabilities and equity	$	184,170		$	199,574

Exhibit 5

Silvercrest Asset Management Group Inc.
Total Assets Under Management
(Unaudited and in billions)

Total Assets Under Management:

	Three Months Ended September 30,						% Change from September 30,
	2024			2023			2023
Beginning assets under management	$	33.4		$	31.9			4.7	%

Gross client inflows		1.1			0.6			83.3	%
Gross client outflows		(1.3	)		(0.8	)		62.5	%
Net client flows		(0.2	)		(0.2	)		0.0	%

Market appreciation/(depreciation)		1.9			(0.5	)	NM
Ending assets under management	$	35.1		$	31.2			12.5	%

	Nine Months Ended September 30,						% Change from September 30,
	2024			2023			2023
Beginning assets under management	$	33.3		$	28.9			15.2	%

Gross client inflows		2.9			4.5			-35.6	%
Gross client outflows		(4.4	)		(3.5	)		25.7	%
Net client flows		(1.5	)		1.0			-250.0	%

Market appreciation		3.3			1.3			153.8	%
Ending assets under management	$	35.1		$	31.2			12.5	%

NM = Not Meaningful

Exhibit 6

Silvercrest Asset Management Group Inc.
Discretionary Assets Under Management
(Unaudited and in billions)

Discretionary Assets Under Management:

	Three Months Ended September 30,						% Change from September 30,
	2024			2023			2023
Beginning assets under management	$	21.6		$	21.5			0.5	%

Gross client inflows		0.8			0.4			100.0	%
Gross client outflows		(1.1	)		(0.6	)		83.3	%
Net client flows		(0.3	)		(0.2	)		50.0	%

Market appreciation/(depreciation)		1.3			(0.8	)		-262.5	%
Ending assets under management	$	22.6		$	20.5			10.2	%

	Nine Months Ended September 30,						% Change from September 30,
	2024			2023			2023
Beginning assets under management	$	21.9		$	20.9			4.8	%

Gross client inflows		2.1			2.3			-8.7	%
Gross client outflows		(3.7	)		(3.0	)		23.3	%
Net client flows		(1.6	)		(0.7	)		128.6	%

Market appreciation		2.3			0.3		NM
Ending assets under management	$	22.6		$	20.5			10.2	%

NM = Not Meaningful

Exhibit 7

Silvercrest Asset Management Group Inc.
Non-Discretionary Assets Under Management
(Unaudited and in billions)

Non-Discretionary Assets Under Management:

	Three Months Ended September 30,						% Change from September 30,
	2024			2023			2023
Beginning assets under management	$	11.8		$	10.4			13.5	%

Gross client inflows		0.3			0.2			50.0	%
Gross client outflows		(0.2	)		(0.2	)		0.0	%
Net client flows		0.1			—

Market appreciation		0.6			0.3			100.0	%
Ending assets under management	$	12.5		$	10.7			16.8	%

	Nine Months Ended September 30,						% Change from September 30,
	2024			2023			2023
Beginning assets under management	$	11.4		$	8.0			42.5	%

Gross client inflows		0.8			2.2			-63.6	%
Gross client outflows		(0.7	)		(0.5	)		40.0	%
Net client flows		0.1			1.7			-94.1	%

Market appreciation		1.0			1.0			0.0	%
Ending assets under management	$	12.5		$	10.7			16.8	%

Exhibit 8

Silvercrest Asset Management Group Inc.
Assets Under Management
(Unaudited and in billions)

	Three Months Ended September 30,
	2024			2023
Total AUM as of June 30,	$	33.430		$	31.924
Discretionary AUM:
Total Discretionary AUM as of June 30,	$	21.646		$	21.500
New client accounts/assets ⁽¹⁾		0.076			0.054
Closed accounts ⁽²⁾		(0.042	)		(0.015	)
Net cash inflow/(outflow) ⁽³⁾		(0.308	)		(0.286	)
Non-discretionary to Discretionary AUM ⁽⁴⁾		(0.004	)		0.008
Market (depreciation)/appreciation		1.271			(0.799	)
Change to Discretionary AUM		0.993			(1.038	)
Total Discretionary AUM at September 30,		22.639			20.462
Change to Non-Discretionary AUM ⁽⁵⁾		0.665			0.301
Total AUM as of September 30,	$	35.088		$	31.187

	Nine Months Ended September 30,
	2024			2023
Total AUM as of January 1,	$	33.281		$	28.905
Discretionary AUM:
Total Discretionary AUM as of January 1,	$	21.885		$	20.851
New client accounts/assets ⁽¹⁾		0.179			0.151
Closed accounts ⁽²⁾		(0.516	)		(0.100	)
Net cash inflow/(outflow) ⁽³⁾		(1.256	)		(0.793	)
Non-discretionary to Discretionary AUM ⁽⁴⁾		(0.006	)		(0.030	)
Market appreciation		2.353			0.383
Change to Discretionary AUM		0.754			(0.389	)
Total Discretionary AUM at September 30,		22.639			20.462
Change to Non-Discretionary AUM ⁽⁵⁾		1.053			2.671
Total AUM as of September 30,	$	35.088		$	31.187

(1)	Represents new account flows from both new and existing client relationships.
(2)	Represents closed accounts of existing client relationships and those that terminated.
(3)	Represents periodic cash flows related to existing accounts.
(4)	Represents client assets that converted to Discretionary AUM from Non-Discretionary AUM.
(5)	Represents the net change to Non-Discretionary AUM.

Exhibit 9

Silvercrest Asset Management Group Inc.
Equity Investment Strategy Composite Performance ^{1, 2}
As of September 30, 2024
(Unaudited)

PROPRIETARY EQUITY PERFORMANCE ^{1, 2}	ANNUALIZED PERFORMANCE
	INCEPTION	1-YEAR	3-YEAR	5-YEAR	7-YEAR	INCEPTION
Large Cap Value Composite	4/1/02	31.1	9.6	12.5	12.0	9.9
Russell 1000 Value Index		27.8	9.0	10.7	9.5	8.1

Small Cap Value Composite	4/1/02	26.7	7.3	10.6	7.8	10.5
Russell 2000 Value Index		25.9	3.8	9.3	6.6	8.0

Smid Cap Value Composite	10/1/05	27.9	5.1	9.1	7.5	9.6
Russell 2500 Value Index		26.6	6.1	10.0	7.8	7.9

Multi Cap Value Composite	7/1/02	27.6	5.7	10.2	9.2	9.7
Russell 3000 Value Index		27.6	8.7	10.6	9.3	8.6

Equity Income Composite	12/1/03	24.8	7.4	8.5	8.8	11.0
Russell 3000 Value Index		27.6	8.7	10.6	9.3	8.7

Focused Value Composite	9/1/04	23.6	1.9	6.4	6.1	9.4
Russell 3000 Value Index		27.6	8.7	10.6	9.3	8.5

Small Cap Opportunity Composite	7/1/04	25.9	4.7	12.0	10.8	11.1
Russell 2000 Index		26.8	1.8	9.4	7.4	8.2

Small Cap Growth Composite	7/1/04	18.9	-5.2	12.0	10.9	10.4
Russell 2000 Growth Index		27.7	-0.4	8.8	7.6	8.5

Smid Cap Growth Composite	1/1/06	24.3	-5.8	13.0	12.9	10.7
Russell 2500 Growth Index		25.2	-0.7	9.7	9.4	9.5

¹	Returns are based upon a time weighted rate of return of various fully discretionary equity portfolios with similar investment objectives, strategies and policies and other relevant criteria managed by Silvercrest Asset Management Group LLC (“SAMG LLC”), a subsidiary of Silvercrest. Performance results are gross of fees and net of commission charges. An investor’s actual return will be reduced by the advisory fees and any other expenses it may incur in the management of the investment advisory account. SAMG LLC’s standard advisory fees are described in Part 2 of its Form ADV. Actual fees and expenses will vary depending on a variety of factors, including the size of a particular account. Returns greater than one year are shown as annualized compounded returns and include gains and accrued income and reinvestment of distributions. Past performance is no guarantee of future results. This piece contains no recommendations to buy or sell securities or a solicitation of an offer to buy or sell securities or investment services or adopt any investment position. This piece is not intended to constitute investment advice and is based upon conditions in place during the period noted. Market and economic views are subject to change without notice and may be untimely when presented here. Readers are advised not to infer or assume that any securities, sectors or markets described were or will be profitable. SAMG LLC is an independent investment advisory and financial services firm created to meet the investment and administrative needs of individuals with substantial assets and select institutional investors. SAMG LLC claims compliance with the Global Investment Performance Standards (GIPS^®).

²	The market indices used to compare to the performance of Silvercrest’s strategies are as follows:

	The Russell 1000 Index is a capitalization-weighted, unmanaged index that measures the 1000 largest companies in the Russell 3000. The Russell 1000 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 1000 Index companies with lower price-to-book ratios and lower expected growth values.

	The Russell 2000 Index is a capitalization-weighted, unmanaged index that measures the 2000 smallest companies in the Russell 3000. The Russell 2000 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 2000 Index companies with lower price-to-book ratios and lower expected growth values.

	The Russell 2500 Index is a capitalization-weighted, unmanaged index that measures the 2500 smallest companies in the Russell 3000. The Russell 2500 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 2000 Index companies with lower price-to-book ratios and lower expected growth values.

	The Russell 3000 Value Index is a capitalization-weighted, unmanaged index that measures those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth.

The MIL Network –

January 25, 2025

MIL-OSI: Asure Announces Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

Reports Third Quarter Revenues of $29.3 Million

Recurring Revenues Grew 20% Versus Prior Year Third Quarter

AUSTIN, Texas, Oct. 31, 2024 (GLOBE NEWSWIRE) — Asure Software, Inc. (“we”, “us”, “our”, “Asure” or the “Company”) (Nasdaq: ASUR), a leading provider of cloud-based Human Capital Management (“HCM”) software solutions, today reported results for the third quarter ended September 30, 2024.

Third Quarter 2024 Financial Highlights

Revenue of $29.3 million, nearly unchanged versus the same period of the prior year
Revenue (excluding ERTC revenue) of $29.2 million, up 20% from $24.4 million versus the same period of the prior year
Recurring revenue of $28.6 million, up 20% year over year. Recurring revenue was 98% of total revenue versus 81% the same period of the prior year
Net loss of $3.9 million versus a net loss of $2.2 million during the same period of the prior year
EBITDA⁽¹⁾ of $2.2 million versus $3.0 million during the same period of the prior year
Adjusted EBITDA⁽¹⁾ of $5.4 million versus $6.2 million during the same period of the prior year
Gross profit of $19.7 million versus $21.3 million during the same period of the prior year
Non-GAAP gross profit⁽¹⁾ of $21.4 million (Non-GAAP gross margin⁽¹⁾ of 73%) versus $22.4 million (and 76% during the same period of the prior year)

Nine Months 2024 Financial Highlights

Revenue of $89.0 million down 4% versus the first nine months of prior year
Revenue (excluding ERTC revenue) of $87.4 million up 15% from $75.7 million in the first nine months of prior year
Recurring revenue (excluding ERTC revenue) of $86.0 million up 16% from $74.4 million in the first nine months of prior year
Net loss of $8.6 million versus a net loss of $5.6 million the first nine months of prior year
EBITDA⁽¹⁾ of $8.0 million versus $13.2 million the first nine months of prior year
Adjusted EBITDA⁽¹⁾ of $16.3 million versus $20.5 million the first nine months of prior year
Gross profit of $61.2 million versus $67.7 million during the first nine months of the prior year
Non-GAAP gross profit⁽¹⁾ of $65.6 million (Non-GAAP gross margin⁽¹⁾ of 74%) versus $71.5 million (and 77% during the first nine months of the prior year)

_______________
(1)This financial measure is not calculated in accordance with GAAP and is defined on page 4 of this press release. A reconciliation of this non-GAAP measure to the most applicable GAAP measure begins on page 11 of this release.

Recent Business Highlights

Payroll Tax Management Expansion: Asure’s Payroll Tax Management product gained significant momentum, going live with additional Workday and SAP clients during the third quarter. Key sales wins include one of America’s largest grocery chains and a nationally known HCM system integrator who assists large enterprises with Workday, SAP, and Oracle HCM implementations. These enterprise bookings have grown our backlog and still represent additional product and professional services opportunities.
HCM Architectural Milestone: Employee self-service capabilities have been decoupled from disparate payroll platforms and modularized as a single API-based service. This enhancement improves scalability and stability of the end-to-end HCM suite and further consolidates our technical footprint to a more flexible service-oriented architecture.
Entering Beta of New AI Agent: More than a chatbot, this new Generative-AI Agent handles inquiries related to payroll and payroll taxes takes secure action on behalf of the user. Through dynamic, interactive sessions, the AI Agent will answer questions and take actions on HR requests including time off requests, demographic changes, or changes to W-4 allowances.
Leadership Recognition: Asure Chairman and CEO, Pat Goepel, was named Austin Business Journal’s Best CEO of a Public Company for 2024, recognizing his leadership and commitment to Asure’s growth and success.
New financial services product to launch November 2024: Asure is introducing AsurePay™, an innovative financial solution offering working Americans a comprehensive online banking alternative. AsurePay™ combines features such as debit card access, fee-free ATM withdrawals, and paycheck advances through a unique interest-bearing banking solution, designed to improve employee engagement, while also improving overall employer efficiency. This solution is easily accessible through an intuitive mobile app.

Management Commentary

Asure Chairman and CEO, Pat Goepel, stated, “Our third quarter performance reflects strong, continued growth, with recurring revenue up 20% year-over-year. We’ve made great strides in transitioning to a more valuable revenue model, with 98% of our revenues now recurring, compared to 81% in the same quarter last year. Additionally, new bookings were up 141% year-over-year. Our backlog has grown significantly — over 35% from Q2 2024 and over 250% from Q3 2023. While large enterprise tax product deals have contributed to our success, their pace of implementation can vary. That said, we remain confident in our ability to maintain this positive trajectory.”

Goepel continued, “We’re seeing strong demand for our Payroll Tax Management product, we’re introducing new solutions, upgrading our technology, and making strategic acquisitions. Earlier in the year, we faced the challenge of replacing ERTC revenue, but those headwinds have now dissipated as we close out 2024 and this change in the composition of our revenues offers us strong momentum going into 2025. We are optimistic about the opportunities ahead for both the remainder of this year and into next year.”

Fourth Quarter 2024 and Full Year 2025 Revenue Guidance Ranges

The Company is providing the following guidance for the fourth quarter 2024 based on the Company’s year-to-date results and recent business trends. Management is initiating full year 2025 guidance to a range of $134M-$138M which does not include revenue from potential future acquisitions.

Guidance for 2024

Guidance Range		Q4-2024		FY-2024
Revenue	$	30M – 32M	$	119M -121M
Adjusted EBITDA⁽¹⁾	$	6M -7M		18% -19%

Guidance for 2025

Guidance Range		FY-2025
Revenue	$	134M – 138M
Adjusted EBITDA⁽¹⁾		23% – 24%

Management uses GAAP, non-GAAP and adjusted measures when planning, monitoring, and evaluating the Company’s performance. The primary purpose of using non-GAAP and adjusted measures is to provide supplemental information that may prove useful to investors and to enable investors to evaluate the Company’s results in the same way that management does.

Management believes that supplementing GAAP disclosures with non-GAAP and adjusted disclosures provides investors with a more complete view of the Company’s operational performance and allows for meaningful period-to-period comparisons and analysis of trends in the Company’s business. Further, to the extent that other companies use similar methods in calculating adjusted financial measures, the provision of supplemental non-GAAP and adjusted information can allow for a comparison of the Company’s relative performance against other companies that also report non-GAAP and adjusted operating results.

Management has not provided a reconciliation of guidance of GAAP to non-GAAP or adjusted disclosures because management is unable to predict the nature and materiality of non-recurring expenses without unreasonable effort.

Management’s projections are based on management’s current beliefs and assumptions about the Company’s business, and the industry and markets in which it operates; there are known and unknown risks and uncertainties associated with these projections. There can be no assurance that our actual results will not differ from the guidance set forth above. The Company assumes no obligation to update publicly any forward-looking statements, including its 2024 and 2025 earnings guidance, whether as a result of new information, future events or otherwise. Please refer to the “Use of Forward-Looking Statements” disclosures on page 6 of this press release as well as the risk factors in our quarterly and annual reports on file with the Securities and Exchange Commission for more information about risk that affect our business and industry.

Conference Call Details

Asure management will host a conference call on Thursday, October 31, 2024, at 3:30 pm Central (4:30 pm Eastern). Asure Chairman and CEO Pat Goepel and CFO John Pence will participate in the conference call followed by a question-and-answer session. The conference call will be broadcast live and available for replay via the investor relations section of the Company’s website. Analysts may participate on the conference call by dialing 877-407-9219 or 201-689-8852.

About Asure Software, Inc.

Asure Software (Nasdaq: ASUR) is a leading provider of Human Capital Management (“HCM”) software solutions. We help small and mid-sized companies grow by assisting them in building better teams with skills to stay compliant with ever-changing federal, state, and local tax jurisdictions and labor laws, and better allocate cash so they can spend their financial capital on growing their business rather than back-office overhead expenses. Asure’s Human Capital Management suite, named AsureHCM®, includes cloud-based Payroll, Tax Services, and Time & Attendance software and Asure Marketplace™ as well as human resources (“HR”) services ranging from HR projects to completely outsourcing payroll and HR staff. We also offer these products and services through our network of reseller partners. Visit us at asuresoftware.com.

Non-GAAP and Adjusted Financial Measures

This press release includes information about non-GAAP gross profit, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin. These non-GAAP and adjusted financial measures are measurements of financial performance that are not prepared in accordance with U.S. generally accepted accounting principles and computational methods may differ from those used by other companies. Non-GAAP and adjusted financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with the Company’s Condensed Consolidated Financial Statements prepared in accordance with GAAP. Non-GAAP and adjusted financial measures are reconciled to GAAP in the tables set forth in this release and are subject to reclassifications to conform to current period presentations.

Non-GAAP gross profit differs from gross profit in that it excludes amortization, share-based compensation, and one-time items.

Non-GAAP sales and marketing expense differs from sales and marketing expense in that it excludes share-based compensation and one-time items.

Non-GAAP general and administrative expense differs from general and administrative expense in that it excludes share-based compensation and one-time items.

Non-GAAP research and development expense differs from research and development expense in that it excludes share-based compensation and one-time items.

EBITDA differs from net income (loss) in that it excludes items such as interest, income taxes, depreciation, and amortization. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

Adjusted EBITDA differs from EBITDA in that it excludes share-based compensation, other income (expense), net and one-time expenses. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

All adjusted and non-GAAP measures presented as “margin” are computed by dividing the applicable adjusted financial measure by total revenue.

Specifically, as applicable to the respective financial measure, management is adjusting for the following items when calculating non-GAAP and adjusted financial measures as applicable for the periods presented. No additional adjustments have been made for potential income tax effects of the adjustments based on the Company’s current and anticipated de minimis effective federal tax rate, resulting from the Company’s continued losses for federal tax purposes and its tax net operating loss balances.

Share-Based Compensation Expenses. The Company’s compensation strategy includes the use of share-based compensation to attract and retain employees and executives. It is principally aimed at aligning their interests with those of our stockholders and at long-term employee retention, rather than motivating or rewarding operational performance for any particular period. Thus, share-based compensation expense varies for reasons that are generally unrelated to operational decisions and performance in any particular period.

Depreciation. The Company excludes depreciation of fixed assets. Also included in the expense is the depreciation of capitalized software costs.

Amortization of Purchased Intangibles. The Company views amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts, trade names, customer lists and customer relationships, and acquired lease intangibles, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.

Interest Expense, Net. The Company excludes accrued interest expense, the amortization of debt discounts and deferred financing costs.

Income Taxes. The Company excludes income taxes, both at the federal and state levels.

One-Time Expenses. The Company’s adjusted financial measures exclude the following costs to normalize comparable reporting periods, as these are generally non-recurring expenses that do not reflect the ongoing operational results. These items are typically not budgeted and are infrequent and unusual in nature.

Settlements, Penalties and Interest. The Company excludes legal settlements, including separation agreements, penalties and interest that are generally one-time in nature and not reflective of the operational results of the business.

Acquisition and Transaction Related Costs. The Company excludes these expenses as they are transaction costs and expenses that are generally one-time in nature and not reflective of the underlying operational results of our business. Examples of these types of expenses include legal, accounting, regulatory, other consulting services, severance and other employee costs.

Other non-recurring Expenses. The Company excludes these as they are generally non-recurring items that are not reflective of the underlying operational results of the business and are generally not anticipated to recur. Some examples of these types of expenses, historically, have included write-offs or impairments of assets, demolition of office space and cybersecurity consultants.

Other (Expense) Income, Net. The Company’s adjusted financial measures exclude Other (Expense) Income, Net because it includes items that are not reflective of the underlying operational results of the business, such as loan forgiveness, adjustments to contingent liabilities and credits earned as part of the CARES Act, passed by Congress in the wake of the coronavirus pandemic.

Use of Forward-Looking Statements

This press release contains certain statements made by management that may constitute “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements about our financial results may include expected or projected U.S GAAP and other operating and non-operating results. The words “believe,” “may,” “will,” “estimate,” “projects,” “anticipate,” “intend,” “expect,” “should,” “plan,” and similar expressions are intended to identify forward-looking statements. Examples of “forward-looking statements” include statements we make regarding our operating performance, future results of operations and financial position, revenue growth, earnings or other projections. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions, over many of which we have no control. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.

The risks and uncertainties referred to above include—but are not limited to—the expiration of major revenue streams such as Employee Retention Tax Credits (“ERTC”) and the impact of the Internal Revenue Service recent measures regarding ERTC claims; risks associated with breaches of the Company’s security measures; risks associated with the Company’s rate of growth and anticipated revenue run rate, including impact of the current economic environment; the Company’s ability to convert deferred revenue and unbilled deferred revenue into revenue and cash flow, and ability to maintain continued growth of deferred revenue and unbilled deferred revenue; privacy concerns and laws and other regulations may limit the effectiveness of our applications; the financial and other impact of any previous and future acquisitions; the Company’s ability to continue to release, gain customer acceptance of and provide support for new and improved versions of the Company’s services; successful customer deployment and utilization of the Company’s existing and future services; interruptions to supply chains and extended shut down of businesses; issues in the use of artificial intelligence in our HCM products and services; political unrest, including the current conflict between Russia and Ukraine and the ongoing conflict involving Israel in the Middle East; reductions in employment and an increase in business failures, specifically among our clients; possible fluctuations in the Company’s financial and operating results; regulatory pressures on economic relief enacted as a result of the COVID-19 pandemic that change or cause different interpretations with respect to eligibility for such programs; domestic and international regulatory developments, including changes to or applicability to our business of privacy and data securities laws, money transmitter laws and anti-money laundering laws; technological developments; the nature of the Company’s business model; interest rates; competition; various financial aspects of the Company’s subscription model; impairment of intangible assets; interruptions or delays in the Company’s services or the Company’s Web hosting; access to additional capital; the Company’s ability to hire, retain and motivate employees and manage the Company’s growth; litigation and any related claims, negotiations and settlements, including with respect to intellectual property matters or industry-specific regulations; volatility and weakness in bank and capital markets; factors affecting the Company’s deferred tax assets and ability to value and utilize them; volatility and low trading volume of our common stock; collection of receivables; and general developments in the economy, financial markets, credit markets and the impact of current and future accounting pronouncements and other financial reporting standards. Please review the Company’s risk factors in its annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2024, and its quarterly reports on Form 10-Q filed with the SEC on August 1, 2024, and October 31, 2024.

The forward-looking statements, including the financial guidance 2024 and 2025 outlooks, contained in this press release represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations with regard to these forward looking statements or any change in events, conditions or circumstances on which any such statements are based.

ASURE SOFTWARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (Unaudited)

	September 30, 2024			December 31, 2023

ASSETS
Current assets:
Cash and cash equivalents	$	11,248		$	30,317
Accounts receivable, net of allowance for credit losses of $6,150 and $4,787 at September 30, 2024 and December 31, 2023, respectively		17,233			14,202
Inventory		233			155
Prepaid expenses and other current assets		4,586			3,471
Total current assets before funds held for clients		33,300			48,145
Funds held for clients		193,589			219,075
Total current assets		226,889			267,220
Property and equipment, net		18,490			14,517
Goodwill		94,724			86,011
Intangible assets, net		73,429			62,082
Operating lease assets, net		4,401			4,991
Other assets, net		10,176			9,047
Total assets	$	428,109		$	443,868
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of notes payable	$	—		$	27
Accounts payable		1,317			2,570
Accrued compensation and benefits		4,277			6,519
Operating lease liabilities, current		1,600			1,490
Other accrued liabilities		8,287			3,862
Deferred revenue		3,029			6,853
Total current liabilities before client fund obligations		18,510			21,321
Client fund obligations		193,951			220,019
Total current liabilities		212,461			241,340
Long-term liabilities:
Deferred revenue		2,276			16
Deferred tax liability		2,116			1,728
Notes payable, net of current portion		7,506			4,282
Operating lease liabilities, noncurrent		3,832			4,638
Other liabilities		765			209
Total long-term liabilities		16,495			10,873
Total liabilities		228,956			252,213
Stockholders’ equity:
Preferred stock, $0.01 par value; 1,500 shares authorized; none issued or outstanding		—			—
Common stock, $0.01 par value; 44,000 shares authorized; 26,540 and 25,382 shares issued, 26,540 and 24,998 shares outstanding at September 30, 2024 and December 31, 2023, respectively		265			254
Treasury stock at cost, zero(1) and 384 shares at September 30, 2024 and December 31, 2023, respectively		—			(5,017	)
Additional paid-in capital		502,920			487,973
Accumulated deficit		(304,022	)		(290,440	)
Accumulated other comprehensive loss		(10	)		(1,115	)
Total stockholders’ equity		199,153			191,655
Total liabilities and stockholders’ equity	$	428,109		$	443,868
(1) The aggregate Treasury stock of prior repurchases of the Company’s own common stock was retired and subsequently issued effective January 1, 2024. See the Condensed Consolidated Statement of Changes in Stockholders’ Equity for the impact of this transaction.

ASURE SOFTWARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands, except per share amounts) (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023

Revenue:
Recurring	$	28,626		$	23,833		$	85,950		$	74,749
Professional services, hardware and other		678			5,501			3,050			18,069
Total revenue		29,304			29,334			89,000			92,818
Cost of sales		9,600			8,054			27,821			25,120
Gross profit		19,704			21,280			61,179			67,698
Operating expenses:
Sales and marketing		6,680			6,597			21,371			22,312
General and administrative		10,378			9,294			30,559			29,586
Research and development		1,973			1,803			5,704			5,107
Amortization of intangible assets		4,295			3,333			11,790			9,929
Total operating expenses		23,326			21,027			69,424			66,934
(Loss) income from operations		(3,622	)		253			(8,245	)		764
Interest income		165			437			762			1,015
Interest expense		(274	)		(1,219	)		(662	)		(5,336	)
Loss on extinguishment of debt		—			(1,517	)		—			(1,517	)
Other (expense) income, net		—			(283	)		10			(291	)
Loss from operations before income taxes		(3,731	)		(2,329	)		(8,135	)		(5,365	)
Income tax expense (benefit)		170			(123	)		434			267
Net loss		(3,901	)		(2,206	)		(8,569	)		(5,632	)
Other comprehensive loss:
Unrealized income (loss) on marketable securities		1,340			(201	)		1,105			(213	)
Comprehensive loss	$	(2,561	)	$	(2,407	)	$	(7,464	)	$	(5,845	)

Basic and diluted loss per share
Basic	$	(0.15	)	$	(0.10	)	$	(0.33	)	$	(0.27	)
Diluted	$	(0.15	)	$	(0.10	)	$	(0.33	)	$	(0.27	)

Weighted average basic and diluted shares
Basic		26,429			22,591			25,870			21,204
Diluted		26,429			22,591			25,870			21,204

ASURE SOFTWARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)

	Nine Months Ended September 30,
		2024			2023

Cash flows from operating activities:
Net loss	$	(8,569	)	$	(5,632	)
Adjustments to reconcile loss to net cash (used) in provided by operations:
Depreciation and amortization		16,200			14,243
Amortization of operating lease assets		1,025			1,129
Amortization of debt financing costs and discount		531			548
Non-cash interest expense		—			1,471
Net accretion of discounts on available-for-sale securities		(273	)		(63	)
Provision for expected losses		111			2,004
Provision for deferred income taxes		388			111
Loss on extinguishment of debt		—			1,208
Net realized gains on sales of available-for-sale securities		(1,929	)		(1,645	)
Share-based compensation		4,981			4,170
Loss on disposals of long-term assets		—			132
Change in fair value of contingent purchase consideration		—			175
Changes in operating assets and liabilities:
Accounts receivable		(3,142	)		(5,014	)
Inventory		(78	)		159
Prepaid expenses and other assets		(1,656	)		4,031
Operating lease right-of-use assets		—			473
Accounts payable		(1,253	)		(498	)
Accrued expenses and other long-term obligations		(1,052	)		918
Operating lease liabilities		(1,139	)		(895	)
Deferred revenue		(4,539	)		(5,190	)
Net cash (used) in provided by operating activities		(394	)		11,835
Cash flows from investing activities:
Acquisition of intangible asset		(12,397	)		(697	)
Purchases of property and equipment		(546	)		(1,365	)
Software capitalization costs		(7,677	)		(5,029	)
Purchases of available-for-sale securities		(10,914	)		(21,513	)
Proceeds from sales and maturities of available-for-sale securities		13,325			10,428
Net cash used in investing activities		(18,209	)		(18,176	)
Cash flows from financing activities:
Payments of notes payable		(420	)		(35,627	)
Debt extinguishment costs		—			(468	)
Payments made on amounts due for the acquisition of intangible assets		(658	)		—
Net proceeds from issuance of common stock		902			45,986
Capital raise fees		(47	)		(258	)
Net change in client fund obligations		(26,068	)		(31,033	)
Net cash used in financing activities		(26,291	)		(21,400	)
Net decrease in cash and cash equivalents		(44,894	)		(27,741	)
Cash and cash equivalents, beginning of period		177,622			164,042
Cash and cash equivalents, end of period	$	132,728		$	136,301

ASURE SOFTWARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) (Unaudited)

	Nine Months Ended September 30,
		2024		2023

Reconciliation of cash and cash equivalents to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	11,248	$	32,787
Cash and cash equivalents included in funds held for clients		121,480		103,514
Total cash and cash equivalents	$	132,728	$	136,301

Supplemental information:
Cash paid for interest	$	—	$	3,140
Cash paid for income taxes	$	15	$	532

Non-cash investing and financing activities:
Acquisition of intangible assets	$	6,918	$	332
Notes payable issued for acquisitions	$	3,138	$	—
Shares issued for acquisitions	$	9,125	$	2,543

ASURE SOFTWARE, INC. RECONCILIATION OF NON-GAAP AND ADJUSTED FINANCIAL MEASURES (unaudited)

(in thousands)	Q3-24			Q2-24			Q1-24			Q4-23			Q3-23			Q2-23			Q1-23			Q4-22
Revenue⁽¹⁾	$	29,304		$	28,044		$	31,652		$	26,264		$	29,334		$	30,420		$	33,064		$	29,292

Gross Profit to non-GAAP Gross Profit
Gross Profit	$	19,704		$	18,868		$	22,607		$	17,839		$	21,280		$	22,018		$	24,400		$	21,139
Gross Margin		67.2	%		67.3	%		71.4	%		67.9	%		72.5	%		72.4	%		73.8	%		72.2	%

Share-based Compensation		44			43			40			32			28			46			31			34
Depreciation		1,232			1,145			1,110			921			984			1,309			1,009			871
Amortization – intangibles		50			50			50			50			50			50			268			298
One-time expenses
Settlements, penalties & interest		2			3			—			(6	)		8			—			4			3
Acquisition and transaction costs		367			264			39			—			—			—			—			—
Non-GAAP Gross Profit	$	21,399		$	20,373		$	23,846		$	18,836		$	22,350		$	23,423		$	25,712		$	22,345
Non-GAAP Gross Margin		73.0	%		72.6	%		75.3	%		71.7	%		76.2	%		77.0	%		77.8	%		76.3	%

Sales and Marketing Expense to non-GAAP Sales and Marketing Expense
Sales and Marketing Expense	$	6,680		$	6,924		$	7,767		$	6,422		$	6,597		$	8,515		$	7,200		$	6,022

Share-based Compensation		269			237			243			180			210			149			124			93
Depreciation		1			—			1			1			—			—			—			—
One-time expenses
Settlements, penalties & interest		(5	)		5			18			6			30			4			11			—
Acquisition and transaction costs		68			37			11			—			—			—			—			—
Other non-recurring expenses		—			—			—			—			—			180			—			—
Non-GAAP Sales and Marketing Expense	$	6,347		$	6,645		$	7,494		$	6,235		$	6,357		$	8,182		$	7,065		$	5,929

General and Administrative Expense to non-GAAP General and Administrative Expense
General and Administrative Expense	$	10,378		$	10,118		$	10,063		$	9,747		$	9,294		$	10,336		$	9,956		$	9,720

Share-based Compensation		1,187			1,122			1,535			980			936			1,298			1,142			641
Depreciation		264			256			251			225			200			234			210			168
One-time expenses
Settlements, penalties & interest		377			304			98			284			101			432			102			34
Acquisition and transaction costs		371			245			57			51			—			—			—			—
Other non-recurring expenses		253			—			86			53			—			453			—			—
Non-GAAP General and Administrative Expense	$	7,926		$	8,191		$	8,036		$	8,154		$	8,057		$	7,919		$	8,502		$	8,877

Research and Development Expense to non-GAAP Research and Development Expense
Research and Development Expense	$	1,973		$	1,962		$	1,769		$	1,739		$	1,803		$	1,325		$	1,979		$	1,627

Share-based Compensation		90			86			85			69			76			89			40			70
One-time expenses
Settlements, penalties & interest		—			27			31			—			—			—			—			25
Acquisition and transaction costs		195			369			147			—			—			—			—			—
Non-GAAP Research and Development Expense	$	1,688		$	1,480		$	1,506		$	1,670		$	1,727		$	1,236		$	1,939		$	1,532

⁽¹⁾Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period.

ASURE SOFTWARE, INC. RECONCILIATION OF NON-GAAP AND ADJUSTED FINANCIAL MEASURES (cont.) (unaudited)

(in thousands)	Q3-24			Q2-24			Q1-24			Q4-23			Q3-23			Q2-23			Q1-23			Q4-22
Revenue⁽¹⁾	$	29,304		$	28,044		$	31,652		$	26,264		$	29,334		$	30,420		$	33,064		$	29,292

GAAP Net (Loss) Income to Adjusted EBITDA
GAAP Net (Loss) Income	$	(3,901	)	$	(4,360	)	$	(308	)	$	(3,582	)	$	(2,206	)	$	(3,765	)	$	339		$	(1,056	)

Interest expense, net		109			(53	)		(156	)		(24	)		782			1,593			1,944			1,429
Income taxes		170			231			33			(158	)		(123	)		627			(237	)		(94	)
Depreciation		1,497			1,402			1,361			1,148			1,185			1,542			1,219			1,039
Amortization – intangibles		4,345			4,096			3,499			3,743			3,384			3,343			3,570			3,648
EBITDA	$	2,220		$	1,316		$	4,429		$	1,127		$	3,022		$	3,340		$	6,835		$	4,966
EBITDA Margin		7.6	%		4.7	%		14.0	%		4.3	%		10.3	%		11.0	%		20.7	%		17.0	%

Share-based Compensation		1,591			1,488			1,902			1,260			1,251			1,582			1,337			838
One Time Expenses
Settlements, penalties & interest		375			339			147			283			140			436			117			62
Acquisition and transaction costs		1,001			914			254			51			—			—			—			—
Other non-recurring expenses		253			—			86			53			—			633			—			—
Other (expense) income, net		—			—			(10	)		1			1,800			93			(83	)		139
Adjusted EBITDA	$	5,440		$	4,057		$	6,808		$	2,775		$	6,213		$	6,084		$	8,206		$	6,005
Adjusted EBITDA Margin		18.6	%		14.5	%		21.5	%		10.6	%		21.2	%		20.0	%		24.8	%		20.5	%

⁽¹⁾Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period.

Investor Relations Contact
Patrick McKillop
Vice President, Investor Relations
617-335-5058
patrick.mckillop@asuresoftware.com

The MIL Network –

January 25, 2025

MIL-OSI: Fidus Investment Corporation Announces Third Quarter 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

Board of Directors Declared Total Dividends of $0.61 per Share for Fourth Quarter 2024

Base Dividend of $0.43 and Supplemental Dividend of $0.18 Per Share

EVANSTON, Ill., Oct. 31, 2024 (GLOBE NEWSWIRE) — Fidus Investment Corporation (NASDAQ:FDUS) (“Fidus” or the “Company”), a provider of customized debt and equity financing solutions, primarily to lower middle-market companies based in the United States, today announced its financial results for the third quarter ended September 30, 2024.

Third Quarter 2024 Financial Highlights

Total investment income of $38.4 million
Net investment income of $21.4 million, or $0.64 per share
Adjusted net investment income of $20.4 million, or $0.61 per share⁽¹⁾
Invested $65.9 million in debt and equity securities, including three new portfolio companies
Received proceeds from repayments and realizations of $50.8 million
Paid total dividends of $0.57 per share: regular quarterly dividend of $0.43 and a supplemental dividend of $0.14 per share on September 26, 2024
Net asset value (“NAV”) of $658.8 million, or $19.42 per share, as of September 30, 2024
Estimated spillover income (or taxable income in excess of distributions) as of September 30, 2024 of $43.1 million, or $1.27 per share

Management Commentary

“For the third quarter, our debt investments generated a 8.4% increase in interest income year-over-year. We continued to carefully grow total assets under management while maintaining a healthy portfolio structured to deliver recurring income and the potential for enhanced returns from the monetization of equity investments. We expect investment activity to remain at reasonable levels for the rest of the year, providing us opportunities to advance our long-term goals of generating attractive risk-adjusted returns for our shareholders, preserving capital and growing NAV over time,” said Edward Ross, Chairman and CEO of Fidus Investment Corporation.

(1) Supplemental information regarding adjusted net investment income:

On a supplemental basis, we provide information relating to adjusted net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income. Adjusted net investment income represents net investment income excluding any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The management agreement with our investment adviser provides that a capital gains incentive fee is determined and paid annually with respect to cumulative realized capital gains (but not unrealized capital gains) to the extent such realized capital gains exceed realized and unrealized losses. In addition, we accrue, but do not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. As such, we believe that adjusted net investment income is a useful indicator of operations exclusive of any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. Reconciliations of net investment income to adjusted net investment income are set forth in Schedule 1.

Third Quarter 2024 Financial Results

The following table provides a summary of our operating results for the three months ended September 30, 2024, as compared to the same period in 2023 (dollars in thousands, except per share data):


	Three Months Ended September 30,
	2024		2023		$ Change			% Change
Interest income	$	31,857	$	28,313	$	3,544			12.5	%
Payment-in-kind interest income		1,851		2,789		(938	)		(33.6	%)
Dividend income		1,384		262		1,122			428.2	%
Fee income		2,693		2,255		438			19.4	%
Interest on idle funds		597		566		31			5.5	%
Total investment income	$	38,382	$	34,185	$	4,197			12.3	%

Net investment income	$	21,411	$	16,660	$	4,751			28.5	%
Net investment income per share	$	0.64	$	0.63	$	0.01			1.6	%

Adjusted net investment income ⁽¹⁾	$	20,424	$	18,188	$	2,236			12.3	%
Adjusted net investment income per share ⁽¹⁾	$	0.61	$	0.68	$	(0.07	)		(10.3	%)

Net increase (decrease) in net assets resulting from operations	$	16,477	$	24,299	$	(7,822	)		(32.2	%)
Net increase (decrease) in net assets resulting from operations per share	$	0.49	$	0.91	$	(0.42	)		(46.2	%)

The $4.2 million increase in total investment income for the three months ended September 30, 2024, as compared to the same period in 2023, was primarily attributable to (i) a $2.6 million increase in total interest income (which includes payment-in-kind interest income) resulting from an increase in average debt investment balances outstanding, partially offset by a decrease in weighted average yield on debt investment balances outstanding, (ii) a $1.1 million increase in dividend income due to an increase in distributions received from equity investments and (iii) a $0.4 million increase in fee income resulting from an increase in amendment fees.

For the three months ended September 30, 2024, total expenses, including the base management fee waiver and income tax provision, were $17.0 million, a decrease of $0.5 million, or (3.2%) from the $17.5 million of total expenses, including the base management fee waiver and income tax provision, for the three months ended September 30, 2023. The decrease was primarily attributable to (i) a $2.5 million decrease in capital gains incentive fee accrued, partially offset by (ii) a $0.7 million net increase in base management fee, including the base management fee waiver, due to higher average total assets, (iii) a $0.6 million increase in the income incentive fee, and (iv) a $0.6 million increase in income tax provision (benefit).

Net investment income increased by $4.7 million, or 28.5%, to $21.4 million during the three months ended September 30, 2024 as compared to the same period in 2023, as a result of the $4.2 million increase in total investment income and the $0.5 million decrease in total expenses, including base management fee waiver and income tax provision. Adjusted net investment income,⁽¹⁾ which excludes the capital gains incentive fee accrual, was $0.61 per share compared to $0.68 per share in the prior year.

For the three months ended September 30, 2024, the total net realized gain/(loss) on investments, net of income tax (provision)/benefit on realized gains, was $(0.4) million, as compared to total net realized gain/(loss) on investments, net of income tax (provision)/benefit on realized gains, of $9.7 million for the same period in 2023.

Portfolio and Investment Activities

As of September 30, 2024, the fair value of our investment portfolio totaled $1,090.7 million and consisted of 85 active portfolio companies and five portfolio companies that have sold their underlying operations. Our total portfolio investments at fair value were approximately 101.5% of the related cost basis as of September 30, 2024. As of September 30, 2024, the debt investments of 49 portfolio companies bore interest at a variable rate, which represented $702.0 million, or 73.2%, of our debt investment portfolio on a fair value basis, and the remainder of our debt investment portfolio was comprised of fixed rate investments. As of September 30, 2024, our average active portfolio company investment at amortized cost was $12.6 million, which excludes investments in five portfolio companies that have sold their underlying operations. The weighted average yield on debt investments was 13.8% as of September 30, 2024. The weighted average yield was computed using the effective interest rates for debt investments at cost as of September 30, 2024, including the accretion of original issue discounts and loan origination fees, but excluding investments on non-accrual status and investments recorded as a secured borrowing.

Third quarter 2024 investment activity included the following new portfolio company investment:

Jumo Health, Inc., a developer of creative, patient-centric educational solutions that improve health literacy to accelerate clinical trial enrollment and increase participant retention. Fidus invested $6.0 million in first lien debt and $0.8 million in preferred equity.
Thrust Flight LLC, a provider of professional flight training services. Fidus invested $9.8 million in first lien debt, $1.1 million in common equity and made additional commitments up to $2.6 million in first lien debt.
InductiveHealth Informatics, LLC, a leading provider of disease and syndromic surveillance solutions for health agencies. Fidus invested $20.0 million in first lien debt and $0.4 million in preferred equity.

Liquidity and Capital Resources

As of September 30, 2024, we had $54.4 million in cash and cash equivalents and $100.0 million of unused capacity under our senior secured revolving credit facility (the “Credit Facility”). For the three months ended September 30, 2024, we received net proceeds of $14.1 million from the equity at-the-market program (the “ATM Program”). As of September 30, 2024, we had SBA debentures outstanding of $175.0 million, $125.0 million outstanding of our 4.75% notes due January 2026 (the “January 2026 Notes”) and $125.0 million outstanding of our 3.50% notes due November 2026 (the “November 2026 Notes” and collectively with the January 2026 Notes the “Notes”). As of September 30, 2024, the weighted average interest rate on total debt outstanding was 4.6%.

Fourth Quarter 2024 Dividends Totaling $0.61 Per Share Declared

On October 28, 2024, our board of directors declared a base dividend of $0.43 per share and a supplemental dividend of $0.18 per share for the fourth quarter. The dividends will be payable on December 27, 2024, to stockholders of record as of December 17, 2024.

When declaring dividends, our board of directors reviews estimates of taxable income available for distribution, which differs from consolidated income under GAAP due to (i) changes in unrealized appreciation and depreciation, (ii) temporary and permanent differences in income and expense recognition, and (iii) the amount of undistributed taxable income carried over from a given year for distribution in the following year. The final determination of 2024 taxable income, as well as the tax attributes for 2024 dividends, will be made after the close of the 2024 tax year. The final tax attributes for 2024 dividends will generally include ordinary taxable income but may also include capital gains, qualified dividends and return of capital.

Fidus has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not “opted out” of the DRIP at least two days prior to the dividend payment date will have their cash dividends automatically reinvested in additional shares of our common stock. Those stockholders whose shares are held by a broker or other financial intermediary may receive dividends in cash by notifying their broker or other financial intermediary of their election.

Subsequent Events

On October 1, 2024, we invested $6.3 million in first lien debt and common equity in Estex Manufacturing Company, LLC, a branded manufacturer of sewn products used in the utility, airline / aerospace, sports, and military end markets.

On October 11, 2024, we exited our debt investment in US Fertility Enterprises, LLC. We received payment in full of $15.2 million on our subordinated debt, which included a prepayment fee.

On October 24, 2024, we exited our debt investment in Sonicwall US Holdings, Inc. We received payment of $3.3 million on our second lien debt, resulting in a realized loss of $0.1 million.

On October 25, 2024, we invested $14.8 million in first lien debt and common equity in Axis Medical Technologies LLC (dba Movemedical), a leading provider of last-mile supply chain software solutions to medical device OEMs.

Third Quarter 2024 Financial Results Conference Call

Management will host a conference call to discuss the operating and financial results at 9:00am ET on Friday, November 1, 2024. To participate in the conference call, please dial (844) 808-7136 approximately 10 minutes prior to the call. International callers should dial (412) 317-0534. Please ask to be joined into the Fidus Investment Corporation call.

A live webcast of the conference call will be available at http://investor.fdus.com/news-events/events-presentations. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software. An archived replay of the conference call will also be available in the investor relations section of the Company’s website.

ABOUT FIDUS INVESTMENT CORPORATION

Fidus Investment Corporation provides customized debt and equity financing solutions to lower middle-market companies, which management generally defines as U.S. based companies with revenues between $10 million and $150 million. The Company’s investment objective is to provide attractive risk-adjusted returns by generating both current income from debt investments and capital appreciation from equity related investments. Fidus seeks to partner with business owners, management teams and financial sponsors by providing customized financing for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives.

Fidus is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, for tax purposes, Fidus has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Fidus was formed in February 2011 to continue and expand the business of Fidus Mezzanine Capital, L.P., which commenced operations in May 2007 and was licensed by the U.S. Small Business Administration as a Small Business Investment Company (SBIC).

FORWARD-LOOKING STATEMENTS

This press release may contain certain forward-looking statements which are based upon current expectations and are inherently uncertain, including, but not limited to, statements about the future performance and financial condition of the Company, the prospects of our existing and prospective portfolio companies, the financial condition and ability of our existing and prospective portfolio companies to achieve their objectives, and the timing, form and amount of any distributions or supplemental dividends in the future. Any such statements, other than statements of historical fact, are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under the Company’s control, such as changes in the financial and lending markets, the impact of the general economy (including an economic downturn or recession), and the impact of interest rate volatility; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from these estimates and projections of the future as a result of a number of factors related to changes in the markets in which the Company invests, changes in the financial, capital, and lending markets, and other factors described from time to time in the Company’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and are based on information available to the Company as of the date hereof and are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to update any such statement now or in the future, except as required by applicable law.

FIDUS INVESTMENT CORPORATION Consolidated Statements of Assets and Liabilities (in thousands, except shares and per share data)
	September 30,		December 31,
	2024		2023
ASSETS
Investments, at fair value:
Control investments (cost: $6,832 and $6,832, respectively)	$	—	$	—
Affiliate investments (cost: $48,019 and $46,485, respectively)		85,827		83,876
Non-control/non-affiliate investments (cost: $1,019,953 and $883,312, respectively)		1,004,848		874,030
Total investments, at fair value (cost: $1,074,804 and $936,629, respectively)		1,090,675		957,906
Cash and cash equivalents		54,443		119,131
Interest receivable		14,317		11,965
Prepaid expenses and other assets		1,618		1,896
Total assets	$	1,161,053	$	1,090,898
LIABILITIES
SBA debentures, net of deferred financing costs	$	170,472	$	204,472
Notes, net of deferred financing costs		248,081		247,243
Borrowings under Credit Facility, net of deferred financing costs		38,853		(1,082	)
Secured borrowings		14,025		15,880
Accrued interest and fees payable		3,544		5,924
Base management fee payable, net of base management fee waiver – due to affiliate		4,784		4,151
Income incentive fee payable – due to affiliate		5,059		4,570
Capital gains incentive fee payable – due to affiliate		14,914		17,509
Administration fee payable and other, net – due to affiliate		619		789
Taxes payable		751		1,227
Accounts payable and other liabilities		1,190		741
Total liabilities	$	502,292	$	501,424
Commitments and contingencies
NET ASSETS
Common stock, $0.001 par value (100,000,000 shares authorized, 33,914,652 and 30,438,979 shares
issued and outstanding at September 30, 2024 and December 31, 2023, respectively)	$	34	$	31
Additional paid-in capital		572,159		504,298
Total distributable earnings		86,568		85,145
Total net assets		658,761		589,474
Total liabilities and net assets	$	1,161,053	$	1,090,898
Net asset value per common share	$	19.42	$	19.37

FIDUS INVESTMENT CORPORATION Consolidated Statements of Operations (unaudited) (in thousands, except shares and per share data)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Investment Income:
Interest income
Control investments	$	—		$	—		$	—		$	—
Affiliate investments		870			1,011			2,603			3,168
Non-control/non-affiliate investments		30,987			27,302			88,899			77,268
Total interest income		31,857			28,313			91,502			80,436
Payment-in-kind interest income
Control investments		—			—			—			—
Affiliate investments		—			—			—			—
Non-control/non-affiliate investments		1,851			2,789			5,745			4,661
Total payment-in-kind interest income		1,851			2,789			5,745			4,661
Dividend income
Control investments		—			—			—			—
Affiliate investments		1,328			(1	)		1,830			519
Non-control/non-affiliate investments		56			263			308			431
Total dividend income		1,384			262			2,138			950
Fee income
Control investments		—			—			—			—
Affiliate investments		5			5			15			60
Non-control/non-affiliate investments		2,688			2,250			6,559			5,868
Total fee income		2,693			2,255			6,574			5,928
Interest on idle funds		597			566			2,738			1,824
Total investment income		38,382			34,185			108,697			93,799
Expenses:
Interest and financing expenses		6,026			5,985			18,100			16,761
Base management fee		4,848			4,161			13,986			12,066
Incentive fee – income		5,059			4,478			14,072			11,959
Incentive fee (reversal) – capital gains		(987	)		1,528			942			507
Administrative service expenses		688			581			1,894			1,672
Professional fees		567			587			2,469			2,044
Other general and administrative expenses		266			269			764			773
Total expenses before base management fee waiver		16,467			17,589			52,227			45,782
Base management fee waiver		(64	)		(72	)		(200	)		(216	)
Total expenses, net of base management fee waiver		16,403			17,517			52,027			45,566
Net investment income before income taxes		21,979			16,668			56,670			48,233
Income tax provision (benefit)		568			8			682			66
Net investment income		21,411			16,660			55,988			48,167
Net realized and unrealized gains (losses) on investments:
Net realized gains (losses):
Control investments		—			—			—			(11,458	)
Affiliate investments		—			1			—			100
Non-control/non-affiliate investments		(366	)		9,749			12,161			15,625
Total net realized gain (loss) on investments		(366	)		9,750			12,161			4,267
Income tax (provision) benefit from realized gains on investments		—			(31	)		(1,523	)		(1,569	)
Net change in unrealized appreciation (depreciation):
Control investments		—			—			—			11,083
Affiliate investments		2,075			(4,507	)		417			(9,109	)
Non-control/non-affiliate investments		(6,643	)		2,450			(5,823	)		(2,113	)
Total net change in unrealized appreciation (depreciation) on investments		(4,568	)		(2,057	)		(5,406	)		(139	)
Net gain (loss) on investments		(4,934	)		7,662			5,232			2,559
Realized losses on extinguishment of debt		—			(23	)		(521	)		(23	)
Net increase (decrease) in net assets resulting from operations	$	16,477		$	24,299		$	60,699		$	50,703
Per common share data:
Net investment income per share-basic and diluted	$	0.64		$	0.63		$	1.74		$	1.89
Net increase in net assets resulting from operations per share — basic and diluted	$	0.49		$	0.91		$	1.89		$	1.99
Dividends declared per share	$	0.57		$	0.72		$	1.81		$	2.08
Weighted average number of shares outstanding — basic and diluted		33,380,480			26,618,973			32,138,865			25,490,379

Schedule 1

Supplemental Information Regarding Adjusted Net Investment Income

On a supplemental basis, we provide information relating to adjusted net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income. Adjusted net investment income represents net investment income excluding any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The management agreement with our investment advisor provides that a capital gains incentive fee is determined and paid annually with respect to cumulative realized capital gains (but not unrealized capital gains) to the extent such realized capital gains exceed realized and unrealized losses for such year, less the aggregate amount of any capital gains incentive fees paid in all prior years. In addition, we accrue, but do not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. As such, we believe that adjusted net investment income is a useful indicator of operations exclusive of any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. The following table provides a reconciliation of net investment income to adjusted net investment income for the three and nine months ended September 30, 2024 and 2023.

	($ in thousands)					($ in thousands)
	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	(unaudited)					(unaudited)
	2024			2023		2024		2023
Net investment income	$	21,411		$	16,660	$	55,988	$	48,167
Capital gains incentive fee expense (reversal)		(987	)		1,528		942		507
Adjusted net investment income ⁽¹⁾	$	20,424		$	18,188	$	56,930	$	48,674

	(Per share)					(Per share)
	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	(unaudited)					(unaudited)
	2024			2023		2024		2023
Net investment income	$	0.64		$	0.63	$	1.74	$	1.89
Capital gains incentive fee expense (reversal)		(0.03	)		0.05		0.03		0.02
Adjusted net investment income ⁽¹⁾	$	0.61		$	0.68	$	1.77	$	1.91

)

Adjusted net investment income per share amounts are calculated as adjusted net investment income dividend by weighted average shares outstanding for the period. Due to rounding, the sum of net investment income per share and capital gains incentive fee expense (reversal) amounts may not equal the adjusted net investment income per share amount presented here.

Company Contact:	Investor Relations Contact:
Shelby E. Sherard	Jody Burfening
Chief Financial Officer	LHA
(847) 859-3940	(212) 838-3777
ssherard@fidusinv.com	jburfening@lhai.com

The MIL Network –

January 25, 2025

MIL-OSI: Athabasca Oil Announces 2024 Third Quarter Results Highlighted by Strong Free Cash Flow and Continued Execution on Share Buybacks

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, Oct. 30, 2024 (GLOBE NEWSWIRE) — Athabasca Oil Corporation (TSX: ATH) (“Athabasca” or the “Company”) is pleased to report its third quarter results highlighting strong free cash flow underpinned by operational momentum at all assets and continued execution on its return of capital commitment through share buybacks.

Corporate Consolidated Third Quarter Highlights

Production: Average production of 38,909 boe/d (98% Liquids), representing 8% growth year over year (16% on a per share basis). Annual production remains on track with previously increased 2024 guidance of 36,000 – 37,000 boe/d.
Cash Flow Growth: Adjusted Funds Flow of $164 million (cash flow from operating activities of $187 million) or $0.30 per share, representing 25% growth on a per share basis year over year. In 2024, the Company forecasts Adjusted Funds Flow of ~$555 million¹, supported by increased operating scale and constructive Canadian heavy oil pricing. Athabasca forecasts ~100% growth in 2024 forecasted funds flow per share relative to 2022 when growth to 28,000 bbl/d at Leismer was sanctioned.
Differentiated Balance Sheet: Proactively refinanced the Company’s senior secured second lien Notes with $200 million of senior unsecured notes at a 6.75% coupon with a 2029 maturity. Consolidated Net Cash position of $135 million with Liquidity of $456 million, including $335 million in cash.
Resilient Producer: Competitively positioned with Thermal Oil sustaining capital to hold production flat funded within cash flow at ~US$50/bbl WTI¹ and growth initiatives fully funded within cash flow at ~US$60/bbl WTI¹.
Robust Free Cash Flow: Capital flexibility and balance sheet strength supports durable asset growth and return of capital initiatives for shareholders, resulting in continued top tier cash flow per share growth into the future. Athabasca expects to generate in excess of $1 billion of Free Cash Flow at US$70/bbl WTI¹ after fully funding its growth program during the timeframe of 2024-27. The Company intends to release its 2025 capital budget in December.

Return of Capital

Cumulative Return of Capital of ~$800 million. Commencing in the Fall of 2021 a deliberate strategy prioritized $385 million of debt reduction. Share buybacks commenced in 2023 and have totaled $415 million to date.
2024 Return of Capital Commitment: Athabasca (Thermal Oil) is allocating 100% of Free Cash Flow to share buybacks in 2024. Year to date the Company has completed $257 million in share buybacks and forecasts 2024 Free Cash Flow of ~$315 million¹.
Focus on Per Share Metrics: A steadfast commitment to return of capital has driven an ~104 million share reduction (~16%) in the Company’s fully diluted share count since March 31, 2023.

Athabasca (Thermal Oil) Third Quarter Highlights

Production: ~34,900 bbl/d supported by growth at Leismer (record quarter at ~27,500 bbl/d) and stability at Hangingstone (~7,400 bbl/d).
Cash Flow: Adjusted Funds Flow of $150 million with an Operating Netback of $49.68/bbl.
Capital Program: $44 million of capital focused on sustaining operations at Leismer and Hangingstone. 2024 capital program forecast of ~$195 million including the commencement of progressive growth to 40,000 bbl/d at Leismer. The Company is currently drilling four new well pairs and six redrill opportunities at Leismer with production expected in early 2025. Two new well pairs at Hangingstone (1,400 meter laterals) will begin steaming in late November with production expected in early 2025.
Free Cash Flow: $106 million of Free Cash Flow supporting return of capital commitments.

Duvernay Energy Corporation (“DEC”) Third Quarter Highlights

Production: ~4,100 boe/d (77% Liquids) supported by production from two new pads placed on production in the spring. Results continue to support management’s type curve expectations with restricted IP180s/well averaging ~840 boe/d (82% Liquids) on the 2-well 100% working interest (“WI”) pad and IP120s/well averaging ~835 boe/d (85% Liquids) on the 3-well 30% WI pad.
Cash Flow: Adjusted Funds Flow of $14 million with an Operating Netback of $44.20/boe.
Capital Program: $6 million focused on commencing a 3-well 100% WI pad at 04-18-64-16W5 which spud in early September. The first two wells have been cased with lateral lengths averaging ~4,000 meters per well. The pad is expected to be completed in 2025. The 2024 capital program forecast is ~$75 million, fully funded within cash flow and cash on hand in DEC.

Corporate Consolidated Strategy

Value Creation: The Company’s Thermal Oil division provides a differentiated liquids weighted growth platform supported by financial resiliency to execute on return of capital initiatives. Athabasca’s subsidiary company, Duvernay Energy Corporation, is designed to enhance value for Athabasca’s shareholders by providing a clear path for self-funded production and cash flow growth in the Kaybob Duvernay resource play. Athabasca (Thermal Oil) and Duvernay Energy have independent strategies and capital allocation frameworks.
Consolidated Free Cash Flow Growth: Athabasca’s capital allocation framework is designed to unlock shareholder value by prioritizing multi‐year cash flow per share growth. In 2024, Athabasca forecasts Corporate Consolidated Adjusted Funds Flow of ~$555 million or ~$1 per share, representing ~100% per share growth over 2022 when the Company sanctioned growth to 28,000 bbl/d at Leismer. The Company’s outlook targets ~20% net Adjusted Funds Flow per share compound annual growth rate during the three-year time to 2027².

Athabasca (Thermal Oil) Strategy

Large Resource Base: Athabasca’s top-tier assets underpin a strong Free Cash Flow outlook with low sustaining capital requirements. The long life, low decline asset base includes ~1.2 billion barrels of Proved plus Probable reserves and ~1 billion barrels of Contingent Resource.
Strong Financial Position: Prudent balance sheet management is a core tenet of Athabasca’s strategy. During the quarter, Athabasca issued $200 million 6.75% senior unsecured notes due in 2029 and redeemed US$157 million 9.75% senior secured second lien notes due in 2026. The Company proactively refinanced its debt on attractive terms and maintains strategic flexibility with a Net Cash position.
Capital Efficient Leismer Expansions: As previously announced, the Company has sanctioned expansion plans at Leismer for growth to 40,000 bbl/d. This will be completed utilizing a progressive build strategy that adds incremental production in the coming years with the full capacity to be achieved in 2028. The capital for this project is estimated at $300 million for a capital efficiency of ~$25,000/bbl/d. The Company can maintain 40,000 bbl/d for approximately fifty years (Proved plus Probable Reserves).
Sustaining Hangingstone: Steaming on two new sustaining well pairs will occur later this year with first production expected in early 2025. These wells will support base production with the objective of ensuring Hangingstone continues to deliver meaningful cash flow contributions to the Company and maintaining competitive netbacks ($48.39/bbl Q3 2024 Operating Netback).
Corner – Future Optionality: The Company’s Corner asset is a large de-risked oil sands asset adjacent to Leismer with 351 million barrels of Proved plus Probable reserves and 520 million barrels Contingent Resource (Best Estimate Unrisked). There are over 300 delineation wells and ~80% seismic coverage, with reservoir qualities similar or better than Leismer. The asset has a 40,000 bbl/d regulatory approval for development with the existing pipeline corridor passing through the Corner lease. The Company has updated its development plans and is finalizing facility cost estimates. Athabasca intends to explore external funding options and does not plan to fund an expansion utilizing existing cash flow or balance sheet resources.
Exposure to Improving Heavy Oil Pricing: With the start-up of the Trans Mountain pipeline expansion (590,000 bbl/d) in early May, spare pipeline capacity is driving tighter and less volatile WCS heavy differentials. Regional liquids pricing benchmarks have also been supported by a depreciating Canadian currency relative to the United States. Every US$5/bbl WCS change impacts Athabasca (Thermal Oil) Adjusted Funds Flow by ~$85 million annually.
Significant Multi-Year Free Cash Flow: Inclusive of the progressive growth at Leismer, Athabasca (Thermal Oil) expects to generate in excess of $1 billion of Free Cash Flow at US$70 WTI¹ during the timeframe of 2024-27. Free Cash Flow will continue to support the Company’s return of capital initiatives.
Thermal Oil Royalty Advantage: Athabasca has significant unrecovered capital balances on its Thermal Oil Assets that ensure a low Crown royalty framework (~6%¹). Leismer is forecasted to remain pre-payout until late 2027¹ and Hangingstone is forecasted to remain pre-payout beyond 2030¹.
Tax Free Horizon Advantage: Athabasca (Thermal Oil) has $2.4 billion of valuable tax pools and does not forecast paying cash taxes this decade.

Duvernay Energy Strategy

Accelerating Value: DEC is an operated, private subsidiary of Athabasca (owned 70% by Athabasca and 30% by Cenovus Energy). DEC accelerates value realization for Athabasca’s shareholders by providing a clear path for self-funded production and cash flow growth without compromising Athabasca’s capacity to fund its Thermal Oil assets or its return of capital strategy.
Kaybob Duvernay Focused: Exposure to ~200,000 gross acres in the liquids rich and oil windows with ~500 gross future well locations, including ~46,000 gross acres with 100% working interest.
Self-Funded Growth: Current activity is being funded within cash flow and cash on hand. The 2024 program includes drilling and completions of a two-well 100% WI pad and a three-well 30% WI pad along with the spudding an additional multi-well pad in September 2024. The Company has self-funded growth potential to in excess of ~20,000 boe/d (75% Liquids) by the late 2020s¹.

Footnote: Refer to the “Reader Advisory” section within this news release for additional information on Non‐GAAP Financial Measures (e.g. Adjusted Funds Flow, Free Cash Flow, Sustaining Capital, Net Cash, Liquidity) and production disclosure.

¹Pricing Assumptions: realized prices January – October and flat pricing of US$70 WTI, US$12.50 WCS heavy differential, C$2 AECO, and 0.73 C$/US$ FX for the balance of 2024. 2025-27 US$70 WTI, US$12.50 WCS heavy differential, C$3.00 AECO, and 0.75 C$/US$ FX.
²The Company’s illustrative multi-year outlook assumes a 10% annual share buyback program at an implied share price of 4.5x EV/Debt Adjusted Cash flow in 2025 and beyond.

Financial and Operational Highlights

	Three months ended September 30,						Nine months ended September 30,
($ Thousands, unless otherwise noted)	2024			2023			2024			2023
CORPORATE CONSOLIDATED⁽¹⁾
Petroleum and natural gas production (boe/d)⁽²⁾		38,909			36,176			36,675			34,950
Petroleum, natural gas and midstream sales	$	376,781		$	379,241		$	1,089,635		$	952,596
Operating Income⁽²⁾	$	180,184		$	168,410		$	465,070		$	320,063
Operating Income Net of Realized Hedging⁽²⁾⁽³⁾	$	175,755		$	164,643		$	460,511		$	289,645
Operating Netback ($/boe)⁽²⁾	$	49.12		$	50.84		$	46.36		$	33.27
Operating Netback Net of Realized Hedging ($/boe)⁽²⁾⁽³⁾	$	47.91		$	49.70		$	45.91		$	30.11
Capital expenditures	$	50,634		$	33,286		$	175,098		$	101,080
Cash flow from operating activities	$	187,143		$	134,879		$	398,864		$	202,330
per share – basic	$	0.35		$	0.23		$	0.72		$	0.34
Adjusted Funds Flow⁽²⁾	$	163,680		$	141,138		$	417,198		$	213,406
per share – basic	$	0.30		$	0.24		$	0.75		$	0.36
ATHABASCA (THERMAL OIL)
Bitumen production (bbl/d)⁽²⁾		34,853			31,691			33,390			29,972
Petroleum, natural gas and midstream sales	$	372,634		$	360,761		$	1,072,954		$	895,167
Operating Income⁽²⁾	$	163,694		$	155,415		$	425,837		$	278,533
Operating Netback ($/bbl)⁽²⁾	$	49.68		$	53.59		$	46.64		$	33.72
Capital expenditures	$	44,431		$	34,439		$	120,634		$	89,604
Adjusted Funds Flow⁽²⁾	$	150,088					$	383,214
Free Cash Flow⁽²⁾	$	105,657					$	262,580
DUVERNAY ENERGY⁽¹⁾
Petroleum and natural gas production (boe/d)⁽²⁾		4,056			4,485			3,285			4,978
Percentage Liquids (%)⁽²⁾	77		%	55		%	77		%	56		%
Petroleum, natural gas and midstream sales	$	24,728		$	24,508		$	63,015		$	78,403
Operating Income⁽²⁾	$	16,490		$	12,995		$	39,233		$	41,530
Operating Netback ($/boe)⁽²⁾	$	44.20		$	31.50		$	43.59		$	30.56
Capital expenditures	$	6,203		$	(1,153	)	$	54,464		$	11,476
Adjusted Funds Flow⁽²⁾	$	13,592					$	33,984
Free Cash Flow⁽²⁾	$	7,389					$	(20,480	)
NET INCOME AND COMPREHENSIVE INCOME
Net income and comprehensive income⁽⁴⁾	$	68,722		$	(79,212	)	$	203,407		$	(78,726	)
per share – basic⁽⁴⁾	$	0.13		$	(0.14	)	$	0.37		$	(0.13	)
per share – diluted⁽⁴⁾	$	0.12		$	(0.14	)	$	0.36		$	(0.13	)
COMMON SHARES OUTSTANDING
Weighted average shares outstanding – basic		540,884,257			581,917,255			555,035,218			586,906,810
Weighted average shares outstanding – diluted		550,712,443			581,917,255			559,203,568			586,906,810

	September 30		December 31
As at ($ Thousands)	2024		2023
LIQUIDITY AND BALANCE SHEET
Cash and cash equivalents	$	334,851	$	343,309
Available credit facilities⁽⁵⁾	$	121,316	$	85,488
Face value of term debt⁽⁶⁾	$	200,000	$	207,648

(1) Corporate Consolidated and Duvernay Energy reflect gross production and financial metrics before taking into consideration Athabasca’s 70% equity interest in Duvernay Energy.
(2) Refer to the “Reader Advisory” section within this News Release for additional information on Non-GAAP Financial Measures and production disclosure.
(3) Includes realized commodity risk management loss of $4.4 million and $4.6 million for the three and nine months ended September 30, 2024 (three and nine months ended September 30, 2023 – loss of $3.8 million and $30.4 million).
(4) Net income (loss) and comprehensive income (loss) per share amounts are based on net income (loss) and comprehensive income (loss) attributable to shareholders of the Parent Company. In the calculation of diluted net income (loss) per share for the three months ended September 30, 2024 net income (loss) was reduced by $2.6 million to account for the impact to net income (loss) had the outstanding warrants been converted to equity.
(5) Includes available credit under Athabasca’s and Duvernay Energy’s Credit Facilities and Athabasca’s Unsecured Letter of Credit Facility.
(6) The face value of the term debt at December 31, 2023 was US$157.0 million translated into Canadian dollars at the December 31, 2023 exchange rate of US$1.00 = C$1.3226.

Operations Update

Athabasca (Thermal Oil)

Production for the third quarter of 2024 averaged 34,853 bbl/d. The Thermal Oil division generated Operating Income of $164 million (Operating Netbacks – $50.05/bbl at the Leismer and $48.39/bbl at Hangingstone) during the period with capital expenditures of $44 million, primarily related to drilling and completions, and progressing future growth initiatives at Leismer.

Leismer

Leismer produced a record 27,485 bbl/d during the quarter following the completion of the facility expansion. The Company is continuing with progressive growth to increase Leismer production to 40,000 bbl/d (regulatory approved capacity) over the next three years. These capital projects are flexible and highly economic (~$25,000/bbl/d capital efficiency) and will maximize value creation when executed alongside the Company’s return of capital initiatives. Activity over the next three years will include drilling ~20 well pairs (sustaining and growth wells), expanding steam capacity to ~130,000 bbl/d and adding oil processing capacity at the central processing facility. The project will benefit from installing opportunistically pre-purchased steam generators which reduce the timelines and costs for the project.

Activity in H2 2024 includes drilling four sustaining well pairs at Pad L10 and six extended redrills on Pad L1, with production expected in early 2025.

Hangingstone

Production during the quarter averaged 7,368 bbl/d. Non-condensable gas co-injection continues to assist in pressure support, reduced energy usage and an improved SOR averaging ~3.4x year to date. During the quarter the Company rig released two ~1,400 meter well pairs with first steam planned for later this year and production in early 2025. Well design with extended reach laterals is expected to drive project capital efficiencies of ~$15,000/bbl/d and will leverage off available plant and infrastructure capacity. These sustaining well pairs will support base production with the objective of ensuring Hangingstone continues to deliver meaningful cash flow contributions to the Company and maintaining competitive netbacks.

Duvernay Energy

Production for the third quarter of 2024 averaged 4,056 boe/d (77% Liquids). Duvernay Energy generated Operating Income of $16 million (Operating Netback – $44.20/boe) during the period.

Duvernay Energy brought its two-well 100% working interest pad at 03-18-64-17W5 on production in late April. The pad generated an average restricted 180-day rate of ~840 boe/d per well (82% liquids). A three well pad (30% working interest) at 02-03-65-20W5 was brought on production in late May, with an approximate 120-day rate of ~835 boe/d per well (85% liquids). Both pads are performing in-line with management’s expectations and are exhibiting strong extended results with high liquids content. The Company spud a three-well 100% working interest pad at 4-18-64-16W5 in September. Two wells have been cased on this pad with average laterals of ~4,000 meters per well. The operated pad of wells is expected to be completed in 2025.

About Athabasca Oil Corporation

Athabasca Oil Corporation is a Canadian energy company with a focused strategy on the development of thermal and light oil assets. Situated in Alberta’s Western Canadian Sedimentary Basin, the Company has amassed a significant land base of extensive, high quality resources. Athabasca’s light oil assets are held in a private subsidiary (Duvernay Energy Corporation) in which Athabasca owns a 70% equity interest. Athabasca’s common shares trade on the TSX under the symbol “ATH”. For more information, visit www.atha.com.

For more information, please contact:

Reader Advisory:

This News Release contains forward-looking information that involves various risks, uncertainties and other factors. All information other than statements of historical fact is forward-looking information. The use of any of the words “anticipate”, “plan”, “project”, “continue”, “maintain”, “may”, “estimate”, “expect”, “will”, “target”, “forecast”, “could”, “intend”, “potential”, “guidance”, “outlook” and similar expressions suggesting future outcome are intended to identify forward-looking information. The forward-looking information is not historical fact, but rather is based on the Company’s current plans, objectives, goals, strategies, estimates, assumptions and projections about the Company’s industry, business and future operating and financial results. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking information included in this News Release should not be unduly relied upon. This information speaks only as of the date of this News Release. In particular, this News Release contains forward-looking information pertaining to, but not limited to, the following: our strategic plans; the allocation of future capital; timing and quantum for shareholder returns including share buybacks; the terms of our NCIB program; our drilling plans and capital efficiencies; production growth to expected production rates and estimated sustaining capital amounts; timing of Leismer’s and Hangingstone’s pre-payout royalty status; applicability of tax pools and the timing of tax payments; expected operating results at Hangingstone; Adjusted Funds Flow and Free Cash Flow in 2024 and 2025 to 2027; type well economic metrics; number of drilling locations; forecasted daily production and the composition of production; our outlook in respect of the Company’s business environment, including in respect of the Trans Mountain pipeline expansion and heavy oil pricing; and other matters.

In addition, information and statements in this News Release relating to “Reserves” and “Resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves and resources described exist in the quantities predicted or estimated, and that the reserves and resources described can be profitably produced in the future. With respect to forward-looking information contained in this News Release, assumptions have been made regarding, among other things: commodity prices; the regulatory framework governing royalties, taxes and environmental matters in the jurisdictions in which the Company conducts and will conduct business and the effects that such regulatory framework will have on the Company, including on the Company’s financial condition and results of operations; the Company’s financial and operational flexibility; the Company’s financial sustainability; Athabasca’s cash flow break-even commodity price; the Company’s ability to obtain qualified staff and equipment in a timely and cost-efficient manner; the applicability of technologies for the recovery and production of the Company’s reserves and resources; future capital expenditures to be made by the Company; future sources of funding for the Company’s capital programs; the Company’s future debt levels; future production levels; the Company’s ability to obtain financing and/or enter into joint venture arrangements, on acceptable terms; operating costs; compliance of counterparties with the terms of contractual arrangements; impact of increasing competition globally; collection risk of outstanding accounts receivable from third parties; geological and engineering estimates in respect of the Company’s reserves and resources; recoverability of reserves and resources; the geography of the areas in which the Company is conducting exploration and development activities and the quality of its assets. Certain other assumptions related to the Company’s Reserves and Resources are contained in the report of McDaniel & Associates Consultants Ltd. (“McDaniel”) evaluating Athabasca’s Proved Reserves, Probable Reserves and Contingent Resources as at December 31, 2023 (which is respectively referred to herein as the “McDaniel Report”).

Actual results could differ materially from those anticipated in this forward-looking information as a result of the risk factors set forth in the Company’s Annual Information Form (“AIF”) dated February 29, 2024 available on SEDAR at www.sedarplus.ca, including, but not limited to: weakness in the oil and gas industry; exploration, development and production risks; prices, markets and marketing; market conditions; climate change and carbon pricing risk; statutes and regulations regarding the environment including deceptive marketing provisions; regulatory environment and changes in applicable law; gathering and processing facilities, pipeline systems and rail; reputation and public perception of the oil and gas sector; environment, social and governance goals; political uncertainty; state of capital markets; ability to finance capital requirements; access to capital and insurance; abandonment and reclamation costs; changing demand for oil and natural gas products; anticipated benefits of acquisitions and dispositions; royalty regimes; foreign exchange rates and interest rates; reserves; hedging; operational dependence; operating costs; project risks; supply chain disruption; financial assurances; diluent supply; third party credit risk; indigenous claims; reliance on key personnel and operators; income tax; cybersecurity; advanced technologies; hydraulic fracturing; liability management; seasonality and weather conditions; unexpected events; internal controls; limitations and insurance; litigation; natural gas overlying bitumen resources; competition; chain of title and expiration of licenses and leases; breaches of confidentiality; new industry related activities or new geographical areas; water use restrictions and/or limited access to water; relationship with Duvernay Energy Corporation; management estimates and assumptions; third-party claims; conflicts of interest; inflation and cost management; credit ratings; growth management; impact of pandemics; ability of investors resident in the United States to enforce civil remedies in Canada; and risks related to our debt and securities. All subsequent forward-looking information, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

Also included in this News Release are estimates of Athabasca’s 2024 outlook which are based on the various assumptions as to production levels, commodity prices, currency exchange rates and other assumptions disclosed in this News Release. To the extent any such estimate constitutes a financial outlook, it was approved by management and the Board of Directors of Athabasca and is included to provide readers with an understanding of the Company’s outlook. Management does not have firm commitments for all of the costs, expenditures, prices or other financial assumptions used to prepare the financial outlook or assurance that such operating results will be achieved and, accordingly, the complete financial effects of all of those costs, expenditures, prices and operating results are not objectively determinable. The actual results of operations of the Company and the resulting financial results may vary from the amounts set forth herein, and such variations may be material. The outlook and forward-looking information contained in this New Release was made as of the date of this News release and the Company disclaims any intention or obligations to update or revise such outlook and/or forward-looking information, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

Oil and Gas Information

“BOEs” may be misleading, particularly if used in isolation. A BOE conversion ratio of six thousand cubic feet of natural gas to one barrel of oil equivalent (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. As the value ratio between natural gas and crude oil based on the current prices of natural gas and crude oil is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

Initial Production Rates

Test Results and Initial Production Rates: The well test results and initial production rates provided herein should be considered to be preliminary, except as otherwise indicated. Test results and initial production rates disclosed herein may not necessarily be indicative of long-term performance or of ultimate recovery.

Reserves Information

The McDaniel Report was prepared using the assumptions and methodology guidelines outlined in the COGE Handbook and in accordance with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, effective December 31, 2023. There are numerous uncertainties inherent in estimating quantities of bitumen, light crude oil and medium crude oil, tight oil, conventional natural gas, shale gas and natural gas liquids reserves and the future cash flows attributed to such reserves. The reserve and associated cash flow information set forth above are estimates only. In general, estimates of economically recoverable reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserve recovery, timing and amount of capital expenditures, marketability of oil and natural gas, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary materially. For those reasons, estimates of the economically recoverable reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues associated with reserves prepared by different engineers, or by the same engineers at different times, may vary. The Company’s actual production, revenues, taxes and development and operating expenditures with respect to its reserves will vary from estimates thereof and such variations could be material. Reserves figures described herein have been rounded to the nearest MMbbl or MMboe. For additional information regarding the consolidated reserves and information concerning the resources of the Company as evaluated by McDaniel in the McDaniel Report, please refer to the Company’s AIF.

Reserve Values (i.e. Net Asset Value) is calculated using the estimated net present value of all future net revenue from our reserves, before income taxes discounted at 10%, as estimated by McDaniel effective December 31, 2023 and based on average pricing of McDaniel, Sproule and GLJ as of January 1, 2024.

The 500 gross Duvernay drilling locations referenced include: 37 proved undeveloped locations and 76 probable undeveloped locations for a total of 113 booked locations with the balance being unbooked locations. Proved undeveloped locations and probable undeveloped locations are booked and derived from the Company’s most recent independent reserves evaluation as prepared by McDaniel as of December 31, 2023 and account for drilling locations that have associated proved and/or probable reserves, as applicable. Unbooked locations are internal management estimates. Unbooked locations do not have attributed reserves or resources (including contingent or prospective). Unbooked locations have been identified by management as an estimation of Athabasca’s multi-year drilling activities expected to occur over the next two decades based on evaluation of applicable geologic, seismic, engineering, production and reserves information. There is no certainty that the Company will drill all unbooked drilling locations and if drilled there is no certainty that such locations will result in additional oil and gas reserves, resources or production. The drilling locations on which the Company will actually drill wells, including the number and timing thereof is ultimately dependent upon the availability of funding, commodity prices, provincial fiscal and royalty policies, costs, actual drilling results, additional reservoir information that is obtained and other factors.

Non-GAAP and Other Financial Measures, and Production Disclosure

The “Corporate Consolidated Adjusted Funds Flow”, “Corporate Consolidated Adjusted Funds Flow per Share”, “Athabasca (Thermal Oil) Adjusted Funds Flow”, “Duvernay Energy Adjusted Funds Flow”, “Corporate Consolidated Free Cash Flow”, “Athabasca (Thermal Oil) Free Cash Flow”, “Duvernay Energy Free Cash Flow”, “Corporate Consolidated Operating Income”, “Corporate Consolidated Operating Income Net of Realized Hedging”, “Athabasca (Thermal Oil) Operating Income”, “Duvernay Energy Operating Income”, “Corporate Consolidated Operating Netback”, “Corporate Consolidated Operating Netback Net of Realized Hedging”, “Athabasca (Thermal Oil) Operating Netback”, “Duvernay Energy Operating Netback” and “Cash Transportation and Marketing Expense” financial measures contained in this News Release do not have standardized meanings which are prescribed by IFRS and they are considered to be non-GAAP financial measures or ratios. These measures may not be comparable to similar measures presented by other issuers and should not be considered in isolation with measures that are prepared in accordance with IFRS. Sustaining Capital, Net Cash and Liquidity are supplementary financial measures. The Leismer and Hangingstone operating results are supplementary financial measures that when aggregated, combine to the Athabasca (Thermal Oil) segment results.

Adjusted Funds Flow, Adjusted Funds Flow Per Share and Free Cash Flow

Adjusted Funds Flow and Free Cash Flow are non-GAAP financial measures and are not intended to represent cash flow from operating activities, net earnings or other measures of financial performance calculated in accordance with IFRS. The Adjusted Funds Flow and Free Cash Flow measures allow management and others to evaluate the Company’s ability to fund its capital programs and meet its ongoing financial obligations using cash flow internally generated from ongoing operating related activities. Adjusted Funds Flow per share is a non-GAAP financial ratio calculated as Adjusted Funds Flow divided by the applicable number of weighted average shares outstanding. Adjusted Funds Flow and Free Cash Flow are calculated as follows:

	Three months ended September 30, 2024									Three months ended September 30, 2023
($ Thousands)	Athabasca (Thermal Oil)			Duvernay Energy⁽¹⁾			Corporate Consolidated⁽¹⁾			Corporate Consolidated
Cash flow from operating activities	$	169,950		$	17,193		$	187,143		$	134,879
Changes in non-cash working capital		(20,201	)		(3,401	)		(23,602	)		5,898
Settlement of provisions		339			(200	)		139			361
ADJUSTED FUNDS FLOW		150,088			13,592			163,680			141,138
Capital expenditures		(44,431	)		(6,203	)		(50,634	)		(33,286	)
FREE CASH FLOW	$	105,657		$	7,389		$	113,046		$	107,852

(1) Duvernay Energy and Corporate Consolidated reflect gross financial metrics before taking into consideration Athabasca’s 70% equity interest in Duvernay Energy.

	Nine months ended September 30, 2024									Nine months ended September 30, 2023
($ Thousands)	Athabasca (Thermal Oil)			Duvernay Energy⁽¹⁾			Corporate Consolidated⁽¹⁾			Corporate Consolidated
Cash flow from operating activities	$	367,018		$	31,846		$	398,864		$	202,330
Changes in non-cash working capital		14,560			2,134			16,694			22,498
Settlement of provisions		1,636			4			1,640			1,155
Long-term deposit		—			—			—			(12,577	)
ADJUSTED FUNDS FLOW		383,214			33,984			417,198			213,406
Capital expenditures		(120,634	)		(54,464	)		(175,098	)		(101,080	)
FREE CASH FLOW	$	262,580		$	(20,480	)	$	242,100		$	112,326

(1) Duvernay Energy and Corporate Consolidated reflect gross financial metrics before taking into consideration Athabasca’s 70% equity interest in Duvernay Energy.

Duvernay Energy Operating Income and Operating Netback

The non-GAAP measure Duvernay Energy Operating Income in this News Release is calculated by subtracting the Duvernay Energy royalties, operating expenses and transportation & marketing expenses from petroleum and natural gas sales which is the most directly comparable GAAP measure. The Duvernay Energy Operating Netback per boe is a non-GAAP financial ratio calculated by dividing the Duvernay Energy Operating Income by the Duvernay Energy production. The Duvernay Energy Operating Income and the Duvernay Energy Operating Netback measures allow management and others to evaluate the production results from the Company’s Duvernay Energy assets.

The Duvernay Energy Operating Income is calculated using the Duvernay Energy Segments GAAP results, as follows:

	Three months ended September 30,						Nine months ended September 30,
($ Thousands, unless otherwise noted)	2024			2023			2024			2023
Petroleum and natural gas sales	$	24,728		$	24,508		$	63,015		$	78,403
Royalties		(2,470	)		(3,510	)		(8,282	)		(10,403	)
Operating expenses		(4,684	)		(5,964	)		(12,387	)		(19,988	)
Transportation and marketing		(1,084	)		(2,039	)		(3,113	)		(6,482	)
DUVERNAY ENERGY OPERATING INCOME	$	16,490		$	12,995		$	39,233		$	41,530

Athabasca (Thermal Oil) Operating Income and Operating Netback

The non-GAAP measure Athabasca (Thermal Oil) Operating Income in this News Release is calculated by subtracting the Athabasca (Thermal Oil) segments cost of diluent blending, royalties, operating expenses and cash transportation & marketing expenses from heavy oil (blended bitumen) and midstream sales which is the most directly comparable GAAP measure. The Athabasca (Thermal Oil) Operating Netback per bbl is a non-GAAP financial ratio calculated by dividing the respective projects Operating Income by its respective bitumen sales volumes. The Athabasca (Thermal Oil) Operating Income and the Athabasca (Thermal Oil) Operating Netback measures allow management and others to evaluate the production results from the Athabasca (Thermal Oil) assets. The Athabasca (Thermal Oil) Operating Income is calculated using the Athabasca (Thermal Oil) Segments GAAP results, as follows:

	Three months ended September 30,						Nine months ended September 30,
($ Thousands)	2024			2023			2024			2023
Heavy oil (blended bitumen) and midstream sales	$	372,634		$	360,761		$	1,072,954		$	895,167
Cost of diluent		(129,965	)		(117,418	)		(411,991	)		(380,781	)
Total bitumen and midstream sales		242,669			243,343			660,963			514,386
Royalties		(22,291	)		(27,613	)		(62,651	)		(45,170	)
Operating expenses – non-energy		(24,903	)		(19,521	)		(72,445	)		(63,349	)
Operating expenses – energy		(9,994	)		(20,572	)		(38,187	)		(64,118	)
Transportation and marketing⁽¹⁾		(21,787	)		(20,222	)		(61,843	)		(63,216	)
ATHABASCA (THERMAL OIL) OPERATING INCOME	$	163,694		$	155,415		$	425,837		$	278,533

(1) Transportation and marketing excludes non-cash costs of $0.6 million and $1.7 million for the three and nine months ended September 30, 2024 (three and nine months ended September 30, 2023 – $0.6 million and $1.7 million).

Corporate Consolidated Operating Income and Corporate Consolidated Operating Income Net of Realized Hedging and Operating Netbacks

The non-GAAP measures of Corporate Consolidated Operating Income including or excluding realized hedging in this News Release are calculated by adding or subtracting realized gains (losses) on commodity risk management contracts (as applicable), royalties, the cost of diluent blending, operating expenses and cash transportation & marketing expenses from petroleum, natural gas and midstream sales which is the most directly comparable GAAP measure. The Corporate Consolidated Operating Netbacks including or excluding realized hedging per boe are non-GAAP ratios calculated by dividing Corporate Consolidated Operating Income including or excluding hedging by the total sales volumes and are presented on a per boe basis. The Corporate Consolidated Operating Income and Corporate Consolidated Operating Netbacks including or excluding realized hedging measures allow management and others to evaluate the production results from the Company’s Duvernay Energy and Athabasca (Thermal Oil) assets combined together including the impact of realized commodity risk management gains or losses (as applicable).

	Three months ended September 30,						Nine months ended September 30,
($ Thousands)	2024			2023			2024			2023
Petroleum, natural gas and midstream sales⁽¹⁾	$	397,362		$	385,269		$	1,135,969		$	973,570
Royalties		(24,761	)		(31,123	)		(70,933	)		(55,573	)
Cost of diluent⁽¹⁾		(129,965	)		(117,418	)		(411,991	)		(380,781	)
Operating expenses		(39,581	)		(46,057	)		(123,019	)		(147,455	)
Transportation and marketing⁽²⁾		(22,871	)		(22,261	)		(64,956	)		(69,698	)
Operating Income		180,184			168,410			465,070			320,063
Realized loss on commodity risk mgmt. contracts		(4,429	)		(3,767	)		(4,559	)		(30,418	)
OPERATING INCOME NET OF REALIZED HEDGING	$	175,755		$	164,643		$	460,511		$	289,645

(1) Non-GAAP measure includes intercompany NGLs (i.e. condensate) sold by the Duvernay Energy segment to the Athabasca (Thermal Oil) segment for use as diluent that is eliminated on consolidation.
(2) Transportation and marketing excludes non-cash costs of $0.6 million and $1.7 million for the three and nine months ended September 30, 2024 (three and nine months ended September 30, 2023 – $0.6 million and $1.7 million).

Cash Transportation and Marketing Expense

The Cash Transportation and Marketing Expense financial measures contained in this News Release are calculated by subtracting the non-cash transportation and marketing expense as reported in the Consolidated Statement of Cash Flows from the transportation and marketing expense as reported in the Consolidated Statement of Income (Loss) and are considered to be non-GAAP financial measures.

Sustaining Capital

Sustaining Capital is managements’ assumption of the required capital to maintain the Company’s production base.

Net Cash

Net Cash is defined as the face value of term debt, plus accounts payable and accrued liabilities, plus current portion of provisions and other liabilities plus income tax payable less current assets, excluding risk management contracts.

Liquidity

Liquidity is defined as cash and cash equivalents plus available credit capacity.

Production volumes details

	Three months ended September 30,				Nine months ended September 30,
Production	2024		2023		2024		2023
Duvernay Energy:
Oil⁽¹⁾	bbl/d	2,688		1,398		2,235		1,461
Condensate NGLs	bbl/d	—		581		—		705
Oil and condensate NGLs	bbl/d	2,688		1,979		2,235		2,166
Other NGLs	bbl/d	447		528		298		615
Natural gas⁽²⁾	mcf/d	5,526		11,869		4,511		13,181
Total Duvernay Energy	boe/d	4,056		4,485		3,285		4,978
Total Thermal Oil bitumen	bbl/d	34,853		31,691		33,390		29,972
Total Company production	boe/d	38,909		36,176		36,675		34,950

(1) Comprised of 99% or greater of tight oil, with the remaining being light and medium crude oil.
(2) Comprised of 99% or greater of shale gas, with the remaining being conventional natural gas.

This News Release also makes reference to Athabasca’s forecasted average daily Thermal Oil production of 33,000 – 34,000 bbl/d for 2024. Athabasca expects that 100% of that production will be comprised of bitumen. Duvernay Energy’s forecasted total average daily production of ~3,000 boe/d for 2024 is expected to be comprised of approximately 67% tight oil, 23% shale gas and 10% NGLs.

Liquids is defined as bitumen, light crude oil, medium crude oil and natural gas liquids.

Footnote: Refer to the “Reader Advisory” section within this news release for additional information on Non‐GAAP Financial Measures (e.g. Adjusted Funds Flow, Free Cash Flow, Sustaining Capital, Net Cash, Liquidity) and production disclosure.

¹ Pricing Assumptions: realized prices January – October and flat pricing of US$70 WTI, US$12.50 WCS heavy differential, C$2 AECO, and 0.73 C$/US$ FX for the balance of 2024. 2025-27 US$70 WTI, US$12.50 WCS heavy differential, C$3.00 AECO, and 0.75 C$/US$ FX.
² The Company’s illustrative multi-year outlook assumes a 10% annual share buyback program at an implied share price of 4.5x EV/Debt Adjusted Cash flow in 2025 and beyond.

The MIL Network –

January 25, 2025

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