Category: Trade

MIL-Evening Report: Earth’s climate will keep changing long after humanity hits net-zero emissions. Our research shows why

Source: The Conversation (Au and NZ) – By Andrew King, Senior Lecturer in Climate Science, The University of Melbourne

Shutterstock

The world is striving to reach net-zero emissions as we try to ward off dangerous global warming. But will getting to net-zero actually avert climate instability, as many assume?

Our new study examined that question. Alarmingly, we found reaching net-zero in the next few decades will not bring an immediate end to the global heating problem. Earth’s climate will change for many centuries to come.

And this continuing climate change will not be evenly spread. Australia would keep warming more than almost any other land area. For example if net-zero emissions are reached by 2060, the Australian city of Melbourne is still predicted to warm by 1°C after that point.

But that’s not to say the world shouldn’t push to reach net-zero emissions as quickly as possible. The sooner we get there, the less damaging change the planet will experience in the long run.

New research examines if climate change will stop once the world reaches net-zero emissions.
Shutterstock

Reaching net-zero is vital

Global greenhouse gas emissions hit record highs in 2023. At the same time, Earth experienced its hottest year.

Analysis suggests emissions may peak in the next couple of years then start to fall. But as long as emissions remain substantial, the planet will keep warming.

Most of the world’s nations, including Australia, have signed up to the Paris climate agreement. The deal aims to keep global warming well below 2°C, and requires major emitters to reach net-zero as soon as possible. Australia, along with many other nations, is aiming to reach the goal by 2050.

Getting to net-zero essentially means nations must reduce human-caused greenhouse gas emissions as much as possible, and compensate for remaining emissions by removing greenhouse gases from the atmosphere elsewhere. Methods for doing this include planting additional vegetation to draw down and store carbon, or using technology to suck carbon out of the air.

Getting to net-zero is widely considered the point at which global warming will stop. But is that assumption correct? And does it mean warming would stop everywhere across the planet? Our research sought to find out.

Centuries of change

Computer models simulating Earth’s climate under different scenarios are an important tool for climate scientists. Our research used a model known as the Australian Community Climate and Earth System Simulator.

Such models are like lab experiments for climate scientists to test ideas. Models are fed with information about greenhouse gas emissions. They then use equations to predict how those emissions would affect the movement of air and the ocean, and the transfer of carbon and heat, across Earth over time.

We wanted to see what would happen once the world hit net-zero carbon dioxide at various points in time, and maintained it for 1,000 years.

We ran seven simulations from different start points in the 21st century, at five-year increments from 2030 to 2060. These staggered simulations allowed us to measure the effect of various delays in reaching net-zero.

We found Earth’s climate would continue to evolve under all simulations, even if net-zero emissions was maintained for 1,000 years. But importantly, the later net-zero is reached, the larger the climate changes Earth would experience.

Warming oceans and melting ice

Earth’s average temperature across land and sea is the main indicator of climate change. So we looked at that first.

We found this temperature would continue to rise slowly under net-zero emissions – albeit at a much slower rate than we see today. Most warming would take place on the ocean surface; average temperature on land would only change a little.

We also looked at temperatures below the ocean surface. There, the ocean would warm strongly even under net-zero emissions – and this continues for many centuries. This is because seawater absorbs a lot of energy before warming up, which means some ocean warming is inevitable even after emissions fall.

Over the last few decades of high greenhouse gas emissions, sea ice extent fell in the Arctic – and more recently, around Antarctica. Under net-zero emissions, we anticipate Arctic sea ice extent would stabilise but not recover.

In contrast, Antarctic sea ice extent is projected to fall under net-zero emissions for many centuries. This is associated with continued slow warming of the Southern Ocean around Antarctica.

Importantly, we found long-term impacts on the climate worsen the later we reach net-zero emissions. Even just a five-year delay would affect on the projected climate 1,000 years later.

Delaying net-zero by five years results in a higher global average surface temperature, a much warmer ocean and reduced sea ice extent for many centuries.

Australia’s evolving climate

The effect on the climate of reaching net-zero emissions differs across the world.

For example, Australia is close to the Southern Ocean, which is projected to continue warming for many centuries even under net-zero emissions. This warming to Australia’s south means even under a net-zero emissions pathway, we expect the continent to continue to warm more than almost all other land areas on Earth.

For example, the models predict Melbourne would experience 1°C of warming over centuries if net-zero was reached in 2060.

Spell out GMST (global mean surface temperature?) in chart? Is listed as global average in caption??

Net-zero would also lead to changes in rainfall in Australia. Winter rainfall across the continent would increase – a trend in contrast to drying currently underway in parts of Australia, particularly in the southwest and southeast.

Knowns and unknowns

There is much more to discover about how the climate might behave under net-zero.

But our analysis provides some clues about what climate changes to expect if humanity struggles to achieve large-scale “net-negative” emissions – that is, removing carbon from the atmosphere at a greater rate than it is emitted.

Experiments with more models will help improve scientists’ understanding of climate change beyond net-zero emissions. These simulations may include scenarios in which carbon removal methods are so successful, Earth actually cools and some climate changes are reversed.

Despite the unknowns, one thing is very clear: there is a pressing need to push for net-zero emissions as fast as possible.

Andrew King receives funding from the ARC Centre of Excellence for 21st Century Weather and the National Environmental Science Program.

Tilo Ziehn receives funding from the ARC Centre of Excellence for 21st Century Weather and the National Environmental Science Program.

– ref. Earth’s climate will keep changing long after humanity hits net-zero emissions. Our research shows why – https://theconversation.com/earths-climate-will-keep-changing-long-after-humanity-hits-net-zero-emissions-our-research-shows-why-241692

MIL OSI Analysis – EveningReport.nz –

Gustavo Frazao/Shutterstock

MIL-Evening Report: 215 million hectares of forest – an area bigger than Mexico – could grow back by itself, if we can just leave it alone

Source: The Conversation (Au and NZ) – By Brooke Williams, Research Fellow, School of Biology & Environmental Science, Queensland University of Technology

About 215 million hectares of land – an area bigger than Mexico – could be reforested naturally and without costly manual planting, our new research shows.

This would allow us to offset around 23.4 gigatonnes of global carbon emissions over the next three decades. That’s about 50 years worth of Australia’s carbon emissions (assuming 2023 emission rates continue).

Extensive and effective forest restoration is crucial to mitigating climate change and conserving biodiversity.

It’s vital we find cost-effective ways to get and keep more trees in the ground. One way to do this is just to let forests grow back by themselves. However, this isn’t possible in all deforested lands, as certain environmental conditions are needed for this approach to work.

Our research identified land where this approach had strong potential.

Allowing forests to grow back naturally in deforested areas, such as this degraded land in Brazil, could be more cost-effective than manual reforestation projects.
Author provided

The benefits of natural regeneration

Globally, 65% of original tropical forest extent has been lost to make way for human development such as agriculture, roads, and urbanisation. Deforestation has contributed to climate change and biodiversity loss.

We’ve also lost a worrying amount of what researchers call “ecosystem services”, meaning the benefits people derive from nature, such as clean water.

Forest restoration is an important strategy for reversing the damage.

Our paper, published in the journal Nature, looked at where natural regeneration is likely to be successful due to the surrounding environmental conditions.

Natural regeneration is important because it is sometimes better than manual tree planting, which includes the costs of saplings, manual labour, fertilisation and maintenance.

Using manual techniques in degraded landscapes can be expensive. It can also be less effective in terms of native biodiversity recovery and keeping water systems functioning well.

Natural regeneration is a less costly alternative. That means allowing forests to grow back on their own or with carefully planned human intervention.

For example, natural reforestation may cost between $US12 and $3,880 per hectare. By contrast, active regeneration methods in the tropics would cost between $105 and $25,830 per hectare.

Natural regeneration restoration methods often have better long-term success and biodiversity outcomes than full manual tree-planting.

Studies have found that biodiversity “success” – meaning richer biodiversity and more species – can be up to 56% higher when natural regeneration approaches were used (rather than manual planting projects).

It’s vital we find cost-effective ways to get and keep more trees in the ground.
Richard Whitcombe/Shutterstock

Where might natural reforestation projects succeed?

Until now, it’s not always been clear how to predict areas where natural regeneration is most likely to occur. That’s made it hard to do large-scale natural regeneration projects.

Our research addresses this gap. We identified the best areas to roll out natural approaches in the tropics.

We focused on tropical forested regions because they are particularly important.

Their biodiversity is unparalleled and they provide vast economic, cultural, and recreational services to people.

They also grow much faster than other forest types, and many large tropical forests have already been cleared and degraded.

Factors that make a forest likely to regenerate naturally include:

the amount of surrounding forest
distance to existing forest and
soil organic carbon content

This suggests areas with higher levels of landscape degradation and intensive land uses would be less likely to regenerate naturally.

We found suitable environmental conditions for natural regeneration occur across:

98 million hectares in the Neotropics (which includes many areas in South and Central America)
90 million hectares in the Indomalayan tropics (which includes many areas in Southeast Asia, Malaysia, and India)
25.5 million hectares in the continent of Africa

Up to 52% of this natural regeneration could occur in just five countries: Brazil, Indonesia, China, Mexico, and Colombia.

This suggests these countries would be excellent candidates for large scale natural regeneration projects.

We also found that 29 other countries have at least one million hectares each that could be naturally reforested.

We identified 400,000 hectares of deforested lands with potential for natural forest regeneration in the Australian tropics.

Fixing forests will also improve biodiversity.
Martin Prochazkacz/Shutterstock

The world has committed to fixing forests

The world has committed to ambitious forest restoration targets in order to substantially increase the area of forest ecosystems by 2050.

These commitments include the Bonn Challenge, which aims to restore 350 million hectares by 2030.

Another is Target 2 of the recently adopted Global Biodiversity Framework, which calls for 30% of the area of degraded ecosystems to be restored by 2030.

Achieving these targets, especially for nations with emerging economies, will not be possible using active restoration techniques alone. This due to cost and feasibility constraints.

To assist with this global task, we have made our dataset publicly available and free to use.

Local communities at the centre

Encouraging natural regeneration remains a major challenge, particularly on privately held and communally managed land because it can mean reduced land available for other uses.

Providing local people with training and support to grow, harvest and market products sourced from naturally regenerating forests is also crucial. This could help keep young naturally regenerating forests standing and growing.

This income could supplement or replace payments landowners and local people currently receive to look after land and prevent it from being deforested. Payment-based approaches are not always sustainable in the long term.

Currently, many forests are controlled and managed by central or national governments. Giving local and Indigenous communities control over their forests would help encourage restoration that meets local needs.

However, this requires appropriate technical support and monitoring.

Importantly, our analysis does not define where restoration activities should or should not occur. We only show where natural forest regeneration is possible or more likely to succeed.

We echo calls to ensure restoration occurs as equitably as possible, and foregrounds the needs of local people.

Forest restoration should be as equitable as possible, and foreground the needs of local people.
WNDR Worlds/Shutterstock

Let’s give it a chance

Natural forest regeneration presents an opportunity to restore vast areas of forest cheaply and effectively. It can help mitigate the effects of climate change and help countries meet their emissions reduction targets.

Other benefits include conserving biodiversity, regulating water resources, reducing erosion, and making ecosystems more resilient.

Recognising the massive regeneration capacity of tropical forests is key.

It’s also crucial it occurs alongside protecting intact forests, and reducing deforestation.

Robin Chazdon is the global co-director of the Assisted Natural Regeneration Alliance. She is a senior fellow with the World Resources Institute’s Global Restoration Initiative.

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

– ref. 215 million hectares of forest – an area bigger than Mexico – could grow back by itself, if we can just leave it alone – https://theconversation.com/215-million-hectares-of-forest-an-area-bigger-than-mexico-could-grow-back-by-itself-if-we-can-just-leave-it-alone-236696

MIL OSI Analysis – EveningReport.nz –

MIL-OSI Submissions: Research – Great Place To Work® Releases Study On Workplace Well-being With Johns Hopkins University

Source: Great Place To Work®

Great Place To Work® Releases Study On Workplace Well-being With Johns Hopkins University In Critical Areas Of Mental And Emotional Support, Teamwork, Psychological Safety And Finance Stability

Singapore, 30 October 2024 – Great Place To Work® Singapore marked its 10th anniversary at its Best Workplaces in Singapore 2024 event with the release of the Great is Possible: Charting a Decade of Progress in Singapore Workplaces (2015-2024) insights report. The report highlights the transformation of Singapore’s workplaces over the past decade, with a special focus on well-being and mental health. This year’s event also introduced the new Legends category, honouring organisations that have consistently made the Best Workplaces list for five or more consecutive years.

Held at The Ritz-Carlton, the milestone celebration was graced by Deputy Prime Minister Heng Swee Keat and attended by close to 420 guests, including business leaders and employees from Great Place To Work Certified companies.

Michael C. Bush, Chief Executive Officer of Great Place To Work®, giving his keynote address at the 10th Anniversary of Best Workplaces in Singapore / Great Place to Work® Singapore.

A Decade of Change in Singapore’s Workplaces

Over the past ten years, Great Place To Work has led the way in understanding what makes workplaces thrive in Singapore. Great Place To Work Singapore has administered over 400,000 surveys across nearly 1,000 workplaces from more than 440,000 employees since its establishment in 2015.

In conjunction with its 10th anniversary, Great Place To Work Singapore unveiled the Great is Possible: Charting a Decade of Progress in Singapore Workplaces (2015-2024) insights report, which provides a comprehensive analysis of data collected from 2015 to 2024. The report, based on input from approximately 440,000 employees in the Trust Index Employee Survey, examines the evolving trends and shifts in workplace culture, leadership, and employee well-being. Key findings include:

• Leadership integrity and psychological safety remain pivotal in fostering positive employee experiences
• Concerns about fairness in compensation and bridging experience gaps across different organisational levels
• Employee trust and satisfaction have been on the rise at Best Workplaces for the past ten years, evidenced by a steady increase in overall Trust Index scores

Spotlight on Employee Well-Being and Burnout

In response to the rising focus on employee burnout and mental health, Great Place To Work also conducted a study on workplace well-being over the past five years in Singapore. Produced in collaboration with Johns Hopkins University’s Human Capital Development Lab, Well-Being At Work: Fostering a Healthy Work Climate For All examines well-being trends from 2019 to 2024, identifying key factors that influence workplace well-being in Singapore. It draws on data from Great Place To Work’s proprietary Trust Index survey, which included insights from over 200 organisations and 40,000 respondents in the critical areas of mental and emotional support, teamwork, psychological safety, and financial stability.

The results revealed significant variations in well-being across several dimensions:

Age and Gender
• Women and younger employees reported lower well-being levels
• However, the gender gap narrows among younger generations, suggesting future workforces may experience fewer gender-based disparities.

Management Levels
• Senior management reported higher well-being scores, attributed to a sense of purpose, personal growth, and financial stability.

Impact of COVID-19
• The pandemic initially boosted employee well-being as organisations prioritised care for their teams.
• A decline in overall well-being levels was observed as businesses returned to traditional work environments.

Importance of Connections
• Strong connections and personal support play a crucial role in fostering a positive work climate.
• There are strong correlations between teamwork, psychological safety, and overall well-being.

Notably, Best Workplaces lead the way in well-being, consistently demonstrating higher employee well-being scores. Many of these companies achieve this through certified mental well-being ambassadors and comprehensive health and wellness programs. However, the success of such initiatives depends on employee perceptions influenced by organisational culture and values, highlighting the need for solutions that align with management practices and HR processes, rather than merely addressing issues superficially.

“Over the past decade, Great Place To Work has witnessed the evolving needs of Singapore’s workplaces. Our reports highlight the growing importance of leadership integrity, psychological safety, and employee well-being. Despite the challenges of the past few years, leading organisations have shown that prioritising inclusion and investing in their people is essential for creating thriving work environments. We hope our findings will inspire more organisations to create high-trust, high-performing workplace cultures where everyone can thrive,” shared Ms Evelyn Kwek, Managing Director of Great Place To Work ASEAN and ANZ.

Looking Ahead: “Great is Possible”

This year’s milestone event embraced the theme “Great is Possible,” acknowledging the resilience and innovation of organisations in the face of an ever-changing business climate. A highlight of the 10th anniversary celebration was the introduction of the new Legends category to recognise exceptional companies with an impressive record—having been placed on the Best Workplaces in Singapore List for at least five consecutive years. These Legends stand as models of excellence in what Great looks like in the ever-evolving landscape of the modern workplace.

The inaugural Legends list includes:
• Cisco (5 Years)
• DHL Express (Singapore) Pte Ltd (8 Years)
• HP (5 Years)
• Micron Technology (6 Years)
• Salesforce (10 Years)
• World Wide Technology (5 Years)

CEO Michael C. Bush delivered a keynote address on how businesses can transform into great workplaces by prioritising trust, inclusion, and employee value. He emphasised the necessity of achieving greatness for both the present and future of work, and urged leaders to take actionable steps to create environments where all employees can thrive and drive outstanding business outcomes.

Managing Director of Great Place To Work ASEAN and ANZ, Ms Evelyn Kwek said, “As we celebrate 10 years of the Best Workplaces list in Singapore, we are proud to honour our Legends. They have set the standard for what it means to be a truly Great Workplace, and their success shows what organisations can achieve when they put their people first. We hope our list-makers continue to inspire more organisations to reach for Great.”

About Great Place To Work®

As the global authority on workplace culture, Great Place To Work brings 30 years of ground-breaking research and data to help every place become a great place to work for all. Their proprietary platform and For AllTM Model helps companies evaluate the experience of every employee, with exemplary workplaces becoming Great Place To Work Certified or receiving recognition on a coveted Best Workplaces List. Follow Great Place To Work® on LinkedIn, Facebook, and Instagram or visit greatplacetowork.com.sg to learn more.

About Great Place To Work® Certification

Great Place To Work Certification is the most definitive “employer-of-choice” recognition that companies aspire to achieve. It is the only recognition based entirely on what employees report about their workplace experience – specifically, how consistently they experience a high-trust workplace. Great Place To Work Certification is recognised worldwide by employees and employers alike and is the global benchmark for identifying and recognising outstanding employee experience. Every year, more than 10,000 companies across 97 countries apply to earn Great Place To Work Certification.

MIL OSI – Submitted News –

MIL-OSI USA: Regional Cooperation Framework for U.S.-ROK Alliance Contributions to Security in the Indo-Pacific

Source: United States Department of Defense

The United States (U.S.) – Republic of Korea (ROK) Alliance remains the linchpin of peace and security not only on the Korean Peninsula but also in the Indo-Pacific region.

Today the U.S. Department of Defense and ROK Ministry of National Defense announce the following Regional Cooperation Framework for U.S.-ROK Alliance Contributions to Security in the Indo-Pacific to facilitate deeper collaboration between our two countries and to demonstrate our commitment to maintaining a free, peaceful, and prosperous Indo-Pacific region.

Our two nations share fundamentally common interests and values that underpin regional security efforts, such as respect for democratic governance, the rule of law, territorial integrity, and sovereignty. We seek to better align our efforts in the Indo-Pacific to help realize the vision of a global comprehensive strategic alliance and to advance the security and prosperity of our people, the region, and the globe.

This framework builds upon our respective strategies for the region – the U.S. Indo-Pacific Strategy, and the ROK Strategy for a Free, Peaceful, and Prosperous Indo-Pacific region – to help develop and maintain a sustainable, secure, and resilient regional order. Our cooperative efforts also draw upon the 2023 Defense Vision of the U.S.-ROK Alliance, which identifies strengthening solidarity and regional security cooperation with like-minded partners as one of our key bilateral priorities, and are intended to support the Republic of Korea’s goal of becoming a “Global Pivotal State.”

To advance this cooperation, the U.S. Secretary of Defense and the ROK Minister of National Defense endorse the following general principles and seek to chart a path forward that ensures our common national interest:

Our cooperative efforts should seek to create a region that is more connected, prosperous, secure, and resilient. We intend to utilize approaches and pursue initiatives that are based on mutual confidence, trust, reciprocity, and respect for relevant international laws, standards, and norms.
Both the U.S. and ROK recognize that our national interests, as well as those of our bilateral Alliance, can be advanced by firmly upholding and strengthening the rules-based order in the Indo-Pacific region; this includes the freedoms of navigation and overflight, and other uses of the sea guaranteed to all nations under international law.
Both sides reaffirm their strong support for Association of Southeast Asian Nations (ASEAN) centrality, unity, and the ASEAN-led regional architecture; we commit to partnering closely with ASEAN to advance implementation of the ASEAN Outlook on the Indo-Pacific in defense-related areas; we are also determined to work closely with Pacific Island countries and the Pacific Islands Forum to build capacity in the region.
Both sides intend to pursue initiatives and activities together that more comprehensively build partner capacity, bolster maritime security, and foster collaboration and interoperability with like-minded countries in the region.
Through increased participation in multilateral exercises, both sides are determined to enhance the readiness, capability, and resilience of combined forces to be prepared to respond to evolving and complex threats in the region.
To expand comprehensive security cooperation, the U.S. and ROK intend to pursue initiatives that strengthen collaboration in the areas of non-proliferation, counter-terrorism, humanitarian aid and disaster relief, climate change, and the prevention of infectious diseases as well as empower regional organizations to contribute to greater regional stability; both sides also intend to increase information sharing with like-minded countries to better address challenges in the region.
In the area of defense exports and defense industrial cooperation, both sides intend to work together on issues of mutual interest including: sharing best practices on export controls, foreign direct investment, and technology security; exchanging information on expert planning and decision-making; and cooperating effectively to secure supply chains.
Both sides are also determined to work together to increase information sharing in the cyber domain to enhance regional cybersecurity practices and situational awareness, and build cyber resilience to defend against globally-expanding malicious cyber threats.
Finally, both sides also pledge to continue using established forums such as the Regional Cooperation Working Group (RCWG), and other existing bilateral mechanisms, to develop and sustain dialogue between the U.S. and ROK on defense cooperation in priority areas identified in both the government and industrial sectors. The mechanisms will report to the annual Security Consultative Meeting (SCM) through the Korea-U.S. Integrated Defense Dialogue (KIDD).

To implement this framework, both sides intend to present concepts for cooperative projects through government channels and, where appropriate, facilitate business-to-business connections that may advance opportunities for collaboration and cooperation. These projects should complement other efforts being undertaken by other like-minded countries in the region and seek to effectively utilize public sector resources.

Initiatives and projects under this framework will focus on the following areas, which both sides have identified as priority areas for cooperation, with a particular focus on cooperation with ASEAN and Pacific Island countries:

Maritime Security

Multilateral Exercises

Capacity Building

Defense Exports and Defense Industrial Cooperation

Technical Cooperation (e.g., cyber security and emerging capabilities)

Information Sharing

Both sides intend to identify points of contact responsible for coordinating engagements and tracking the implementation of cooperative projects decided upon under this framework. The lead points of contact should review potential opportunities and prioritize actions, with the goal of presenting at least one project or initiative each year before the SCM.

MIL OSI USA News –

MIL-OSI: OTC Markets Group Announces Third Quarter 2024 Earnings Conference Call and Webcast

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Oct. 30, 2024 (GLOBE NEWSWIRE) — OTC Markets Group Inc. (OTCQX: OTCM) today announced it will report its financial results for the third quarter ended September 30, 2024, after the close of the U.S. capital markets on Wednesday, November 6, 2024.

In addition, OTC Markets Group will host a conference call and webcast on Thursday, November 7, 2024, at 8:30 a.m. eastern time, during which management will discuss the financial results in further detail.

Webcast:
The conference webcast and management presentation can be accessed at the following link (the replay will be available until November 6, 2025):
https://edge.media-server.com/mmc/p/duevohp9

Live Call:
Participants intending to ask a question during the live call and Q&A session should also register in advance at:
https://register.vevent.com/register/BI89e2ac4d7ecb4eee934e4857b442fc24

Upon registration, participants will receive a dial-in number along with a unique PIN number that can be used to access the live call. Live call participants may also select a “Call Me” option.

The Quarterly Report, earnings release, transcript of the earnings call, and management presentation will also be available in the Investor Relations section of the OTC Markets Group website at www.otcmarkets.com/investor-relations/overview.

About OTC Markets Group Inc.

OTC Markets Group Inc. (OTCQX: OTCM) operates regulated markets for trading 12,000 U.S. and international securities. Our data-driven disclosure standards form the foundation of our three public markets: OTCQX^® Best Market, OTCQB^® Venture Market, and Pink^® Open Market.

Our OTC Link^® Alternative Trading Systems (ATSs) provide critical market infrastructure that broker-dealers rely on to facilitate trading. Our innovative model offers companies more efficient access to the U.S. financial markets.

OTC Link ATS, OTC Link ECN, and OTC Link NQB are each an SEC regulated ATS, operated by OTC Link LLC, a FINRA and SEC registered broker-dealer, member SIPC.

To learn more about how we create better informed and more efficient markets, visit www.otcmarkets.com.

Investor Contact:

Antonia Georgieva
Chief Financial Officer
Phone: (212) 220-2215
Email: ir@otcmarkets.com

Media Contact:

OTC Markets Group Inc.
Phone: (212) 896-4428
Email: media@otcmarkets.com

MIL-OSI: LPL Financial Announces Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

Key Financial Results

Net Income was $255 million, translating to diluted earnings per share (“EPS”) of $3.39, up 16% from a year ago
Adjusted EPS* increased 11% year-over-year to $4.16
- Gross profit* increased 12% year-over-year to $1,128 million
- Core G&A* increased 5% year-over-year to $359 million
- Adjusted EBITDA* increased 12% year-over-year to $566 million

Key Business Results

Total advisory and brokerage assets increased 29% year-over-year to $1.6 trillion
- Advisory assets increased 35% year-over-year to $892 billion
- Advisory assets as a percentage of total assets increased to 56.0%, up from 53.5% a year ago
Total organic net new assets were $27 billion, representing 7% annualized growth
- Excluding a $6 billion outflow related to a planned separation from misaligned large OSJs, total organic net new assets were $33 billion, translating to a 9% annualized growth rate
- Organic net new advisory assets were $23 billion, representing 11% annualized growth. Excluding the impact of the planned separations, total organic net new advisory assets were $28 billion, translating to a 14% annualized growth rate.
Recruited assets⁽¹⁾were $26 billion
- Recruited assets over the trailing twelve months were $87 billion, up approximately 12% from a year ago
Advisor count⁽²⁾was 23,686, up 224 sequentially and 1,282 year-over-year
Total client cash balances were $46 billion, an increase of $2 billion sequentially and a decrease of $1 billion year-over-year
- Client cash balances as a percentage of total assets were 2.9%, in-line with the prior quarter and down from 3.8% a year ago

Key Capital and Liquidity Results

Corporate cash⁽³⁾was $708 million
Leverage ratio⁽⁴⁾was 1.61x
Dividends paid were $22.4 million

Key Updates

M&A:
- Atria Wealth Solutions, Inc. (“Atria”): In October 2024, closed the acquisition of Atria, a wealth management solutions holding company. Atria supports ~2,200 advisors and ~160 banks and credit unions, managing ~$110 billion of brokerage and advisory assets. Conversion is expected to be completed in mid-2025.
  - Estimated run-rate EBITDA has increased from $140 million at announcement to $150 million
- The Investment Center, Inc. (“The Investment Center”): Announced a definitive agreement to acquire The Investment Center, a firm with ~240 advisors serving ~$9 billion of brokerage and advisory assets. We expect to close and convert the acquisition in the first half of 2025.
- Liquidity & Succession: Deployed approximately $34 million of capital to close six deals, including our first three external practices
Prudential Advisors (“Prudential”): On track to onboard the retail wealth management business of Prudential during Q4
- Estimated run-rate EBITDA has increased from $60 million at announcement to $70 million
Core G&A*:
- While there are variable costs associated with supporting our strong levels of organic growth, given our ongoing focus on efficiency, we are tightening our 2024 Core G&A* outlook to a range of $1,475 million to $1,485 million
- Additionally, we are increasing the range by $35 million to $40 million to include costs related to the acquisition of Atria and onboarding of Prudential, resulting in an updated range of $1,510 million to $1,525 million
Share Repurchases: We plan to resume our share repurchase program in Q4 2024, with an estimated $100 million of repurchases planned during the fourth quarter

*See the Non-GAAP Financial Measures section and the endnotes to this release for further details about these non-GAAP financial measures

SAN DIEGO, Oct. 30, 2024 (GLOBE NEWSWIRE) — LPL Financial Holdings Inc. (Nasdaq: LPLA) (the “Company”) today announced results for its third quarter ended September 30, 2024, reporting net income of $255 million or $3.39 per share. This compares with $224 million, or $2.91 per share, in the third quarter of 2023 and $244 million, or $3.23 per share, in the prior quarter.

“I joined LPL with the mandate to accelerate our growth, and for the past six years, have worked closely with Matt Audette and the rest of our leadership team, to set our strategic vision, and to build and execute on the plan to achieve that vision,” said Rich Steinmeier, CEO. “Looking forward, our opportunity is clear – to assert our leadership and shape both the advisor and institutional markets. Our focus is on creating the culture, workplace environment, and capabilities, to achieve sustainable outperformance through becoming an indispensable partner to our advisors and institutions, while delivering long-term value to shareholders.”

“We’re operating from a position of strength with a leadership team that is focused on supporting our advisors’ success through innovative solutions,” said Matt Audette, President and CFO. “In my expanded role, I look forward to the opportunity to help extend our leadership position in the advisor-mediated markets and to enhance value for our shareholders. Specific to the third quarter, we delivered strong organic growth in both our traditional and new markets. As a complement, we announced our acquisition of The Investment Center, and early in the fourth quarter we closed our acquisition of Atria. As we look ahead, we remain excited by the opportunities we have to serve and support our advisors, while continuing to deliver an industry leading value proposition.”

Dividend Declaration

The Company’s Board of Directors declared a $0.30 per share dividend to be paid on December 2, 2024 to all stockholders of record as of November 14, 2024.

Conference Call and Additional Information

The Company will hold a conference call to discuss its results at 5:00 p.m. ET on Wednesday, October 30, 2024. The conference call will be accessible and available for replay at investor.lpl.com/events.

Contacts

Investor Relations
investor.relations@lplfinancial.com

Media Relations
media.relations@lplfinancial.com

About LPL Financial

LPL Financial Holdings Inc. (Nasdaq: LPLA) was founded on the principle that the firm should work for advisors and institutions, and not the other way around. Today, LPL is a leader in the markets we serve⁽⁵⁾, serving more than 23,000 financial advisors, including advisors at approximately 1,000 institutions and at approximately 580 registered investment advisor (“RIA”) firms nationwide. We are steadfast in our commitment to the advisor-mediated model and the belief that Americans deserve access to personalized guidance from a financial professional. At LPL, independence means that advisors and institution leaders have the freedom they deserve to choose the business model, services, and technology resources that allow them to run a thriving business. They have the flexibility to do business their way. And they have the freedom to manage their client relationships, because they know their clients best. Simply put, we take care of our advisors and institutions, so they can take care of their clients.

Securities and Advisory services offered through LPL Financial LLC (“LPL Financial”), a registered investment advisor. Member FINRA/SIPC. LPL Financial and its affiliated companies provide financial services only from the United States.

Throughout this communication, the terms “financial advisors” and “advisors” are used to refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial.

We routinely disclose information that may be important to shareholders in the “Investor Relations” or “Press Releases” section of our website.

Forward-Looking Statements

This press release contains statements regarding:

the amount and timing of the onboarding of acquired, recruited or transitioned brokerage and advisory assets, including Atria, Prudential and The Investment Center;
the Company’s future financial and operating results, growth, plans, priorities and business strategies, including forecasts and statements related to the Company’s core G&A expenses; and
future capabilities, future advisor service experience, future investments and capital deployment, including share repurchase activity and dividends, if any, and long-term shareholder value.

These and any other statements that are not related to present facts or current conditions, or that are not purely historical, constitute forward-looking statements. They reflect the Company’s expectations and objectives as of October 30, 2024 and are not guarantees that expectations or objectives expressed or implied will be achieved. The achievement of such expectations and objectives involves risks and uncertainties that may cause actual results, levels of activity or the timing of events to differ materially from those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include:

the failure to satisfy the closing conditions applicable to the Company’s strategic relationship agreement with Prudential, or the Company’s purchase agreement with The Investment Center, including regulatory approvals;
difficulties and delays in onboarding the assets of acquired, recruited or transitioned advisors, including the receipt and timing of regulatory approvals that may be required;
disruptions in the businesses of the Company that could make it more difficult to maintain relationships with advisors and their clients;
the choice by clients of acquired or recruited advisors not to open brokerage and/or advisory accounts at the Company;
changes in general economic and financial market conditions, including retail investor sentiment;
changes in interest rates and fees payable by banks participating in the Company’s client cash programs, including the Company’s success in negotiating agreements with current or additional counterparties;
the Company’s strategy and success in managing client cash program fees;
fluctuations in the levels of advisory and brokerage assets, including net new assets, and the related impact on revenue;
effects of competition in the financial services industry and the success of the Company in attracting and retaining financial advisors and institutions, and their ability to provide financial products and services effectively;
whether the retail investors served by newly-recruited advisors choose to move their respective assets to new accounts at the Company;
changes in the growth and profitability of the Company’s fee-based offerings and asset-based revenues;
the effect of current, pending and future legislation, regulation and regulatory actions, including disciplinary actions imposed by federal and state regulators and self-regulatory organizations;
the cost of defending, settling and remediating issues related to regulatory matters or legal proceedings, including civil monetary penalties or actual costs of reimbursing customers for losses in excess of our reserves or insurance;
changes made to the Company’s services and pricing, including in response to competitive developments and current, pending and future legislation, regulation and regulatory actions, and the effect that such changes may have on the Company’s gross profit streams and costs;
execution of the Company’s capital management plans, including its compliance with the terms of the Company’s amended and restated credit agreement, the committed revolving credit facilities of the Company and LPL Financial, and the indentures governing the Company’s senior unsecured notes;
strategic acquisitions and investments, including pursuant to the Company’s Liquidity & Succession solution, and the effect that such acquisitions and investments may have on the Company’s capital management plans and liquidity;
the price, availability and trading volumes of shares of the Company’s common stock, which will affect the timing and size of future share repurchases by the Company, if any;
the execution of the Company’s plans and its success in realizing the synergies, expense savings, service improvements or efficiencies expected to result from its investments, initiatives and acquisitions, expense plans and technology initiatives;
whether advisors affiliated with Atria, Prudential, and The Investment Center will transition registration to the Company and whether assets reported as serviced by such financial advisors will translate into assets of the Company;
the performance of third-party service providers to which business processes have been transitioned;
the Company’s ability to control operating risks, information technology systems risks, cybersecurity risks and sourcing risks; and
the other factors set forth in the Company’s most recent Annual Report on Form 10-K, as may be amended or updated in the Company’s Quarterly Reports on Form 10-Q or other filings with the Securities and Exchange Commission.

Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this earnings release, and you should not rely on statements contained herein as representing the Company’s view as of any date subsequent to the date of this press release.


LPL Financial Holdings Inc. Condensed Consolidated Statements of Income (In thousands, except per share data) (Unaudited)

	Three Months Ended						Three Months Ended
	September 30,		June 30,				September 30,
	2024		2024		Change		2023			Change
REVENUE
Advisory	$	1,378,050	$	1,288,163	7	%	$	1,081,562		27	%
Commission:
Sales-based		429,132		423,070	1	%		311,792		38	%
Trailing		377,400		363,976	4	%		331,808		14	%
Total commission		806,532		787,046	2	%		643,600		25	%
Asset-based:
Client cash		353,855		341,475	4	%		360,518		(2	%)
Other asset-based		272,336		259,533	5	%		224,614		21	%
Total asset-based		626,191		601,008	4	%		585,132		7	%
Service and fee		145,729		135,000	8	%		135,648		7	%
Transaction		58,546		58,935	(1	%)		50,210		17	%
Interest income, net		49,923		47,478	5	%		40,773		22	%
Other		43,423		14,139	n/m			(14,542	)	n/m
Total revenue		3,108,394		2,931,769	6	%		2,522,383		23	%
EXPENSE
Advisory and commission		1,948,065		1,819,027	7	%		1,488,432		31	%
Compensation and benefits		266,415		274,000	(3	%)		243,759		9	%
Promotional		164,538		136,125	21	%		131,645		25	%
Depreciation and amortization		78,338		70,999	10	%		64,627		21	%
Occupancy and equipment		69,879		69,529	1	%		61,339		14	%
Interest expense on borrowings		67,779		64,341	5	%		48,363		40	%
Amortization of other intangibles		32,461		30,607	6	%		27,760		17	%
Brokerage, clearing and exchange		29,636		32,984	(10	%)		24,793		20	%
Professional services		26,295		22,100	19	%		18,699		41	%
Communications and data processing		17,916		19,406	(8	%)		19,634		(9	%)
Other		59,724		62,580	(5	%)		75,660		(21	%)
Total expense		2,761,046		2,601,698	6	%		2,204,711		25	%
INCOME BEFORE PROVISION FOR INCOME TAXES		347,348		330,071	5	%		317,672		9	%
PROVISION FOR INCOME TAXES		92,045		86,271	7	%		93,381		(1	%)
NET INCOME	$	255,303	$	243,800	5	%	$	224,291		14	%
EARNINGS PER SHARE
Earnings per share, basic	$	3.41	$	3.26	5	%	$	2.95		16	%
Earnings per share, diluted	$	3.39	$	3.23	5	%	$	2.91		16	%
Weighted-average shares outstanding, basic		74,776		74,725	—	%		76,062		(2	%)
Weighted-average shares outstanding, diluted		75,405		75,548	—	%		77,147		(2	%)


LPL Financial Holdings Inc. Condensed Consolidated Statements of Income (In thousands, except per share data) (Unaudited)

	Nine Months Ended
	September 30,
	2024		2023		Change
REVENUE
Advisory	$	3,866,024	$	3,050,184	27	%
Commission:
Sales-based		1,237,437		896,825	38	%
Trailing		1,102,587		973,386	13	%
Total commission		2,340,024		1,870,211	25	%
Asset-based:
Client cash		1,047,712		1,157,208	(9	%)
Other asset-based		780,208		639,387	22	%
Total asset-based		1,827,920		1,796,595	2	%
Service and fee		412,901		377,757	9	%
Transaction		174,739		146,081	20	%
Interest income, net		140,926		116,103	21	%
Other		110,222		52,088	112	%
Total revenue		8,872,756		7,409,019	20	%
EXPENSE
Advisory and commission		5,500,579		4,307,829	28	%
Compensation and benefits		814,784		708,972	15	%
Promotional		427,282		332,433	29	%
Depreciation and amortization		216,495		179,058	21	%
Occupancy and equipment		205,672		186,517	10	%
Interest expense on borrowings		192,202		132,389	45	%
Brokerage, clearing and exchange		93,152		80,067	16	%
Amortization of other intangibles		92,620		78,593	18	%
Professional services		61,674		51,011	21	%
Communications and data processing		57,066		57,903	(1	%)
Other		159,619		143,259	11	%
Total expense		7,821,145		6,258,031	25	%
INCOME BEFORE PROVISION FOR INCOME TAXES		1,051,611		1,150,988	(9	%)
PROVISION FOR INCOME TAXES		263,744		302,293	(13	%)
NET INCOME	$	787,867	$	848,695	(7	%)
EARNINGS PER SHARE
Earnings per share, basic	$	10.55	$	10.97	(4	%)
Earnings per share, diluted	$	10.45	$	10.82	(3	%)
Weighted-average shares outstanding, basic		74,688		77,339	(3	%)
Weighted-average shares outstanding, diluted		75,424		78,439	(4	%)


LPL Financial Holdings Inc. Condensed Consolidated Statements of Financial Condition (In thousands, except share data) (Unaudited)

	September 30, 2024			June 30, 2024			December 31, 2023
ASSETS
Cash and equivalents	$	1,474,954		$	1,318,894		$	465,671
Cash and equivalents segregated under federal or other regulations		1,382,867			1,530,150			2,007,312
Restricted cash		104,881			109,618			108,180
Receivables from clients, net		622,015			563,923			588,585
Receivables from brokers, dealers and clearing organizations		53,763			74,432			50,069
Advisor loans, net		1,913,363			1,757,727			1,479,690
Other receivables, net		802,186			763,632			743,317
Investment securities ($94,694, $73,463 and $76,088 at fair value at September 30, 2024, June 30, 2024 and December 31, 2023, respectively)		111,096			89,853			91,311
Property and equipment, net		1,144,676			1,066,395			933,091
Goodwill		1,868,193			1,860,062			1,856,648
Other intangibles, net		782,426			783,031			671,585
Other assets		1,681,455			1,586,010			1,390,021
Total assets	$	11,941,875		$	11,503,727		$	10,385,480
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Client payables	$	2,039,140		$	1,963,988		$	2,266,176
Payables to brokers, dealers and clearing organizations		211,054			212,394			163,337
Accrued advisory and commission expenses payable		252,881			240,370			216,541
Corporate debt and other borrowings, net		4,441,913			4,442,840			3,734,111
Accounts payable and accrued liabilities		485,927			461,277			485,963
Other liabilities		1,739,209			1,667,511			1,440,373
Total liabilities		9,170,124			8,988,380			8,306,501
STOCKHOLDERS’ EQUITY:
Common stock, $0.001 par value; 600,000,000 shares authorized; 130,779,259, 130,746,590 shares and 130,233,328 shares issued at September 30, 2024, June 30, 2024 and December 31, 2023, respectively		131			131			130
Additional paid-in capital		2,059,207			2,038,216			1,987,684
Treasury stock, at cost — 55,968,552, 55,985,188 shares and 55,576,970 shares at September 30, 2024, June 30, 2024 and December 31, 2023, respectively		(4,102,319	)		(4,101,955	)		(3,993,949	)
Retained earnings		4,814,732			4,578,955			4,085,114
Total stockholders’ equity		2,771,751			2,515,347			2,078,979
Total liabilities and stockholders’ equity	$	11,941,875		$	11,503,727		$	10,385,480

LPL Financial Holdings Inc.
Management’s Statements of Operations
(In thousands, except per share data)
(Unaudited)

Certain information in this release is presented as reviewed by the Company’s management and includes information derived from the Company’s unaudited condensed consolidated statements of income, non-GAAP financial measures and operational and performance metrics. For information on non-GAAP financial measures, please see the section titled “Non-GAAP Financial Measures” in this release.

	Quarterly Results
	Q3 2024			Q2 2024			Change		Q3 2023			Change
Gross Profit₍₆₎
Advisory	$	1,378,050		$	1,288,163		7	%	$	1,081,562		27	%
Trailing commissions		377,400			363,976		4	%		331,808		14	%
Sales-based commissions		429,132			423,070		1	%		311,792		38	%
Advisory fees and commissions		2,184,582			2,075,209		5	%		1,725,162		27	%
Production-based payout₍₇₎		(1,910,634	)		(1,812,050	)	5	%		(1,506,080	)	27	%
Advisory fees and commissions, net of payout		273,948			263,159		4	%		219,082		25	%
Client cash₍₈₎		372,333			361,316		3	%		377,782		(1	%)
Other asset-based₍₉₎		272,336			259,533		5	%		224,614		21	%
Service and fee		145,729			135,000		8	%		135,648		7	%
Transaction		58,546			58,935		(1	%)		50,210		17	%
Interest income, net₍₁₀₎		31,428			27,618		14	%		23,485		34	%
Other revenue₍₁₁₎		3,392			6,621		(49	%)		4,113		(18	%)
Total net advisory fees and commissions and attachment revenue		1,157,712			1,112,182		4	%		1,034,934		12	%
Brokerage, clearing and exchange expense		(29,636	)		(32,984	)	(10	%)		(24,793	)	20	%
Gross Profit₍₆₎		1,128,076			1,079,198		5	%		1,010,141		12	%

G&A Expense
Core G&A₍₁₂₎		359,134			370,912		(3	%)		341,728		5	%
Regulatory charges₍₁₃₎		24,879			7,594		n/m			48,083		(48	%)
Promotional (ongoing)₍₁₄₎₍₁₅₎		175,605			147,830		19	%		140,171		25	%
Acquisition costs₍₁₅₎		22,243			36,876		(40	%)		5,989		n/m
Employee share-based compensation		20,289			19,968		2	%		15,748		29	%
Total G&A		602,150			583,180		3	%		551,719		9	%
EBITDA₍₁₆₎		525,926			496,018		6	%		458,422		15	%
Depreciation and amortization		78,338			70,999		10	%		64,627		21	%
Amortization of other intangibles		32,461			30,607		6	%		27,760		17	%
Interest expense on borrowings		67,779			64,341		5	%		48,363		40	%
INCOME BEFORE PROVISION FOR INCOME TAXES		347,348			330,071		5	%		317,672		9	%
PROVISION FOR INCOME TAXES		92,045			86,271		7	%		93,381		(1	%)
NET INCOME	$	255,303		$	243,800		5	%	$	224,291		14	%
Earnings per share, diluted	$	3.39		$	3.23		5	%	$	2.91		16	%
Weighted-average shares outstanding, diluted		75,405			75,548		—	%		77,147		(2	%)
Adjusted EBITDA₍₁₆₎	$	566,169		$	532,894		6	%	$	504,411		12	%
Adjusted EPS₍₁₇₎	$	4.16		$	3.88		7	%	$	3.74		11	%


LPL Financial Holdings Inc. Operating Metrics (Dollars in billions, except where noted) (Unaudited)

	Q3 2024			Q2 2024			Change		Q3 2023			Change
Market Drivers
S&P 500 Index (end of period)		5,762			5,460		6	%		4,288		34	%
Russell 2000 Index (end of period)		2,230			2,048		9	%		1,785		25	%
Fed Funds daily effective rate (average bps)		527			533		(6bps)			526		1bps

Advisory and Brokerage Assets₍₁₈₎
Advisory assets	$	892.0		$	829.1		8	%	$	662.7		35	%
Brokerage assets		700.1			668.7		5	%		575.7		22	%
Total Advisory and Brokerage Assets	$	1,592.1		$	1,497.8		6	%	$	1,238.4		29	%
Advisory as a % of Total Advisory and Brokerage Assets		56.0	%		55.4	%	60bps			53.5	%	250bps

Assets by Platform
Corporate advisory assets₍₁₉₎	$	618.8		$	567.8		9	%	$	444.4		39	%
Independent RIA advisory assets₍₁₉₎		273.2			261.3		5	%		218.3		25	%
Brokerage assets		700.1			668.7		5	%		575.7		22	%
Total Advisory and Brokerage Assets	$	1,592.1		$	1,497.8		6	%	$	1,238.4		29	%

Centrally Managed Assets
Centrally managed assets₍₂₀₎	$	138.1		$	126.9		9	%	$	100.5		37	%
Centrally Managed as a % of Total Advisory Assets		15.5	%		15.3	%	20bps			15.2	%	30bps


LPL Financial Holdings Inc. Operating Metrics (Dollars in billions, except where noted) (Unaudited)

	Q3 2024			Q2 2024			Change	Q3 2023			Change
Organic Net New Assets (NNA)₍₂₁₎
Organic net new advisory assets	$	23.2		$	26.6		n/m	$	22.7		n/m
Organic net new brokerage assets		3.8			2.5		n/m		10.5		n/m
Total Organic Net New Assets	$	27.0		$	29.0		n/m	$	33.2		n/m

Acquired Net New Assets₍₂₁₎
Acquired net new advisory assets	$	0.5		$	0.3		n/m	$	—		n/m
Acquired net new brokerage assets		0.1			4.8		n/m		—		n/m
Total Acquired Net New Assets	$	0.6		$	5.0		n/m	$	—		n/m

Total Net New Assets₍₂₁₎
Net new advisory assets	$	23.7		$	26.8		n/m	$	22.7		n/m
Net new brokerage assets		3.8			7.2		n/m		10.5		n/m
Total Net New Assets	$	27.5		$	34.0		n/m	$	33.2		n/m

Net brokerage to advisory conversions₍₂₂₎	$	3.5		$	3.7		n/m	$	2.7		n/m
Organic advisory NNA annualized growth₍₂₃₎		11.2	%		13.4	%	n/m		13.7	%	n/m
Total organic NNA annualized growth₍₂₃₎		7.2	%		8.1	%	n/m		10.7	%	n/m

Net New Advisory Assets₍₂₁₎
Corporate RIA net new advisory assets	$	24.0		$	23.4		n/m	$	17.0		n/m
Independent RIA net new advisory assets		(0.3	)		3.4		n/m		5.7		n/m
Total Net New Advisory Assets	$	23.7		$	26.8		n/m	$	22.7		n/m
Centrally managed net new advisory assets₍₂₁₎	$	4.4		$	4.4		n/m	$	4.4		n/m

Net buy (sell) activity₍₂₄₎	$	37.7		$	39.3		n/m	$	35.6		n/m

Note: Totals may not foot due to rounding.


LPL Financial Holdings Inc. Client Cash Data (Dollars in thousands, except where noted) (Unaudited)

	Q3 2024			Q2 2024			Change		Q3 2023			Change
Client Cash Balances (in billions)₍₂₅₎
Insured cash account sweep	$	32.1		$	31.0		4	%	$	33.6		(4	%)
Deposit cash account sweep		9.6			9.2		4	%		9.1		5	%
Total Bank Sweep		41.7			40.2		4	%		42.7		(2	%)
Money market sweep		2.3			2.3		—	%		2.6		(12	%)
Total Client Cash Sweep Held by Third Parties		44.0			42.5		4	%		45.3		(3	%)
Client cash account (CCA)₍₂₆₎		1.8			1.5		20	%		1.5		20	%
Total Client Cash Balances	$	45.8		$	44.0		4	%	$	46.9		(2	%)
Client Cash Balances as a % of Total Assets		2.9	%		2.9	%	—bps			3.8	%	(90bps)

Note: Totals may not foot due to rounding.


	Three Months Ended
	September 30, 2024					June 30, 2024					September 30, 2023
Interest-Earnings Assets	Average Balance (in billions)		Revenue		Net Yield (bps)₍₂₇₎	Average Balance (in billions)		Revenue		Net Yield (bps)₍₂₇₎	Average Balance (in billions)		Revenue		Net Yield (bps)₍₂₇₎
Insured cash account sweep	$	31.1	$	259,503	332	$	31.7	$	250,804	318	$	34.5	$	276,944	318
Deposit cash account sweep		9.2		92,765	400		9.0		89,070	399		9.1		81,826	357
Total Bank Sweep		40.3		352,268	348		40.7		339,874	336		43.6		358,770	326
Money market sweep		2.3		1,587	28		2.3		1,601	28		2.4		1,748	29
Total Client Cash Held By Third Parties		42.6		353,855	330		43.0		341,475	320		46.0		360,518	311
Client cash account (CCA)₍₂₆₎		1.6		18,478	472		1.7		19,841	472		1.5		17,264	454
Total Client Cash		44.2		372,333	335		44.7		361,316	326		47.5		377,782	315
Margin receivables		0.5		11,199	885		0.5		10,521	889		0.5		10,740	883
Other interest revenue		1.5		20,229	533		1.3		17,097	545		0.9		12,745	576
Total Client Cash and Interest Income, Net	$	46.2	$	403,761	348	$	46.5	$	388,934	337	$	48.9	$	401,267	326

Note: Totals may not foot due to rounding.


LPL Financial Holdings Inc. Monthly Metrics (Dollars in billions, except where noted) (Unaudited)

	September 2024		August 2024		Change		July 2024		June 2024
Advisory and Brokerage Assets₍₁₈₎
Advisory assets	$	892.0	$	869.5	3	%	$	850.6	$	829.1
Brokerage assets		700.1		690.6	1	%		678.7		668.7
Total Advisory and Brokerage Assets	$	1,592.1	$	1,560.1	2	%	$	1,529.3	$	1,497.8

Organic Net New Assets (NNA)₍₂₁₎
Organic net new advisory assets	$	11.0	$	5.4	n/m		$	6.8	$	9.2
Organic net new brokerage assets		0.5		1.1	n/m			2.2		1.6
Total Organic Net New Assets	$	11.4	$	6.6	n/m		$	9.0	$	10.8

Acquired Net New Assets₍₂₁₎
Acquired net new advisory assets	$	0.2	$	0.2	n/m		$	—	$	—
Acquired net new brokerage assets		0.1		—	n/m			—		—
Total Acquired Net New Assets	$	0.3	$	0.3	n/m		$	—	$	—

Total Net New Assets₍₂₁₎
Net new advisory assets	$	11.2	$	5.7	n/m		$	6.8	$	9.2
Net new brokerage assets		0.5		1.2	n/m			2.2		1.6
Total Net New Assets	$	11.7	$	6.8	n/m		$	9.0	$	10.8
Net brokerage to advisory conversions₍₂₂₎	$	1.2	$	1.3	n/m		$	1.0	$	1.2

Client Cash Balances₍₂₅₎
Insured cash account sweep	$	32.1	$	30.4	6	%	$	31.1	$	31.0
Deposit cash account sweep		9.6		9.3	3	%		9.1		9.2
Total Bank Sweep		41.7		39.7	5	%		40.2		40.2
Money market sweep		2.3		2.2	5	%		2.3		2.3
Total Client Cash Sweep Held by Third Parties		44.0		41.9	5	%		42.5		42.5
Client cash account (CCA)₍₂₆₎		1.8		1.4	29	%		1.5		1.5
Total Client Cash Balances	$	45.8	$	43.3	6	%	$	44.0	$	44.0

Net buy (sell) activity₍₂₄₎	$	12.2	$	12.6	n/m		$	12.9	$	12.1

Market Drivers
S&P 500 Index (end of period)		5,762		5,648	2	%		5,522		5,460
Russell 2000 Index (end of period)		2,230		2,218	1	%		2,254		2,048
Fed Funds effective rate (average bps)		513		533	(20bps)			533		533

Note: Totals may not foot due to rounding.


LPL Financial Holdings Inc. Financial Measures (Dollars in thousands, except where noted) (Unaudited)

	Q3 2024			Q2 2024			Change		Q3 2023			Change
Commission Revenue by Product
Annuities	$	481,852		$	469,100		3	%	$	371,304		30	%
Mutual funds		193,451			187,432		3	%		169,318		14	%
Fixed income		55,707			53,192		5	%		42,286		32	%
Equities		36,786			34,434		7	%		27,414		34	%
Other		38,736			42,888		(10	%)		33,278		16	%
Total commission revenue	$	806,532		$	787,046		2	%	$	643,600		25	%

Commission Revenue by Sales-based and Trailing
Sales-based commissions
Annuities	$	265,955		$	260,188		2	%	$	183,974		45	%
Mutual funds		42,310			42,981		(2	%)		34,718		22	%
Fixed income		55,707			53,192		5	%		42,286		32	%
Equities		36,786			34,434		7	%		27,414		34	%
Other		28,374			32,275		(12	%)		23,400		21	%
Total sales-based commissions	$	429,132		$	423,070		1	%	$	311,792		38	%
Trailing commissions
Annuities	$	215,897		$	208,912		3	%	$	187,330		15	%
Mutual funds		151,141			144,451		5	%		134,600		12	%
Other		10,362			10,613		(2	%)		9,878		5	%
Total trailing commissions	$	377,400		$	363,976		4	%	$	331,808		14	%
Total commission revenue	$	806,532		$	787,046		2	%	$	643,600		25	%

Payout Rate₍₇₎		87.46	%		87.32	%	14bps			87.30	%	16bps


LPL Financial Holdings Inc. Capital Management Measures (Dollars in thousands, except where noted) (Unaudited)

	Q3 2024			Q2 2024			Q4 2023
Cash and equivalents	$	1,474,954		$	1,318,894		$	465,671
Cash at regulated subsidiaries		(992,450	)		(828,145	)		(410,313	)
Excess cash at regulated subsidiaries per the Credit Agreement		225,886			193,342			128,327
Corporate Cash₍₃₎	$	708,390		$	684,091		$	183,685

Corporate Cash₍₃₎
Cash at the Parent	$	435,109		$	450,505		$	26,587
Excess cash at regulated subsidiaries per the Credit Agreement		225,886			193,342			128,327
Cash at non-regulated subsidiaries		47,395			40,244			28,771
Corporate Cash	$	708,390		$	684,091		$	183,685

Leverage Ratio
Total debt	$	4,469,175		$	4,471,850		$	3,757,200
Total corporate cash		708,390			684,091			183,685
Credit Agreement Net Debt	$	3,760,785		$	3,787,759		$	3,573,515
Credit Agreement EBITDA (trailing twelve months)₍₂₈₎	$	2,340,886		$	2,260,165		$	2,194,807
Leverage Ratio	1.61x			1.68x			1.63x


	September 30, 2024
Total Debt	Balance		Current Applicable Margin	Interest Rate		Maturity
Revolving Credit Facility_(a)	$	—	ABR+37.5 bps / SOFR+147.5 bps	6.321	%	5/20/2029
Broker-Dealer Revolving Credit Facility		—	SOFR+135 bps	6.310	%	5/19/2025
Senior Secured Term Loan B		1,019,175	SOFR+185 bps_(b)	7.051	%	11/12/2026
Senior Unsecured Notes		500,000	5.700% Fixed	5.700	%	5/20/2027
Senior Unsecured Notes		400,000	4.625% Fixed	4.625	%	11/15/2027
Senior Unsecured Notes		750,000	6.750% Fixed	6.750	%	11/17/2028
Senior Unsecured Notes		900,000	4.000% Fixed	4.000	%	3/15/2029
Senior Unsecured Notes		400,000	4.375% Fixed	4.375	%	5/15/2031
Senior Unsecured Notes		500,000	6.000% Fixed	6.000	%	5/20/2034
Total / Weighted Average	$	4,469,175		5.661	%

(a) Secured borrowing capacity of $2.25 billion at LPL Holdings, Inc. (the “Parent”).
(b) The SOFR rate option is a one-month SOFR rate and subject to an interest rate floor of 0 bps.


LPL Financial Holdings Inc. Key Business and Financial Metrics (Dollars in thousands, except where noted) (Unaudited)

	Q3 2024			Q2 2024			Change		Q3 2023			Change
Advisors
Advisors		23,686			23,462		1	%		22,404		6	%
Net new advisors		224			578		(61	%)		462		(52	%)
Annualized advisory fees and commissions per advisor₍₂₉₎	$	371		$	358		4	%	$	311		19	%
Average total assets per advisor ($ in millions)₍₃₀₎	$	67.2		$	63.8		5	%	$	55.3		22	%
Transition assistance loan amortization ($ in millions)₍₃₁₎	$	69.1		$	61.9		12	%	$	53.7		29	%
Total client accounts (in millions)		8.7			8.6		1	%		8.2		6	%

Employees		7,342			7,451		(1	%)		7,124		3	%

Services Group
Services Group subscriptions₍₃₂₎
Professional Services		1,890			1,892		—	%		1,867		1	%
Business Optimizers		3,798			3,606		5	%		3,251		17	%
Planning and Advice		735			665		11	%		456		61	%
Total Services Group subscriptions		6,423			6,163		4	%		5,574		15	%
Services Group advisor count		4,340			4,169		4	%		3,695		17	%

AUM retention rate (quarterly annualized)₍₃₃₎		97.0	%		98.4	%	(140bps)			98.8	%	(180bps)

Capital Management
Capital expenditures ($ in millions)₍₃₄₎	$	147.1		$	128.9		14	%	$	95.0		55	%
Acquisitions, net ($ in millions)₍₃₅₎	$	34.1		$	115.1		(70	%)	$	60.3		(43	%)

Share repurchases ($ in millions)	$	—		$	—		—	%	$	250.0		(100	%)
Dividends ($ in millions)		22.4			22.4		—	%		22.8		(2	%)
Total Capital Returned ($ in millions)	$	22.4		$	22.4		—	%	$	272.8		(92	%)

Non-GAAP Financial Measures

Management believes that presenting certain non-GAAP financial measures by excluding or including certain items can be helpful to investors and analysts who may wish to use this information to analyze the Company’s current performance, prospects and valuation. Management uses this non-GAAP information internally to evaluate operating performance and in formulating the budget for future periods. Management believes that the non-GAAP financial measures and metrics discussed below are appropriate for evaluating the performance of the Company.

Adjusted EPS and Adjusted net income

Adjusted EPS is defined as adjusted net income, a non-GAAP measure defined as net income plus the after-tax impact of amortization of other intangibles, acquisition costs, and certain regulatory charges, divided by the weighted average number of diluted shares outstanding for the applicable period. The Company presents adjusted net income and adjusted EPS because management believes that these metrics can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items, acquisition costs, and certain regulatory charges that management does not believe impact the Company’s ongoing operations. Adjusted net income and adjusted EPS are not measures of the Company’s financial performance under GAAP and should not be considered as alternatives to net income, earnings per diluted share or any other performance measure derived in accordance with GAAP. For a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS, please see the endnote disclosures in this release.

Gross profit

Gross profit is calculated as total revenue less advisory and commission expense; brokerage, clearing and exchange expense; and market fluctuations on employee deferred compensation. All other expense categories, including depreciation and amortization of property and equipment and amortization of other intangibles, are considered general and administrative in nature. Because the Company’s gross profit amounts do not include any depreciation and amortization expense, the Company considers gross profit to be a non-GAAP financial measure that may not be comparable to similar measures used by others in its industry. Management believes that gross profit can provide investors with useful insight into the Company’s core operating performance before indirect costs that are general and administrative in nature. For a calculation of gross profit, please see the endnote disclosures in this release.

Core G&A

Core G&A consists of total expense less the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; brokerage, clearing and exchange; amortization of other intangibles; market fluctuations on employee deferred compensation; promotional (ongoing); employee share-based compensation; regulatory charges; and acquisition costs. Management presents core G&A because it believes core G&A reflects the corporate expense categories over which management can generally exercise a measure of control, compared with expense items over which management either cannot exercise control, such as advisory and commission, or which management views as promotional expense necessary to support advisor growth and retention, including conferences and transition assistance. Core G&A is not a measure of the Company’s total expense as calculated in accordance with GAAP. For a reconciliation of the Company’s total expense to core G&A, please see the endnote disclosures in this release. The Company does not provide an outlook for its total expense because it contains expense components, such as advisory and commission, that are market-driven and over which the Company cannot exercise control. Accordingly, a reconciliation of the Company’s outlook for total expense to an outlook for core G&A cannot be made available without unreasonable effort.

EBITDA and Adjusted EBITDA

EBITDA is defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles. Adjusted EBITDA is defined as EBITDA, a non-GAAP measure, plus acquisition costs and certain regulatory charges. The Company presents EBITDA and adjusted EBITDA because management believes that they can be useful financial metrics in understanding the Company’s earnings from operations. EBITDA and adjusted EBITDA are not measures of the Company’s financial performance under GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to EBITDA and adjusted EBITDA, please see the endnote disclosures in this release.

Credit Agreement EBITDA

Credit Agreement EBITDA is defined in, and calculated by management in accordance with, the Company’s amended and restated credit agreement (“Credit Agreement”) as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. The Company presents Credit Agreement EBITDA because management believes that it can be a useful financial metric in understanding the Company’s debt capacity and covenant compliance under its Credit Agreement. Credit Agreement EBITDA is not a measure of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to Credit Agreement EBITDA, please see the endnote disclosures in this release.

Endnote Disclosures

(1) Represents the estimated total advisory and brokerage assets expected to transition to the Company’s primary broker-dealer subsidiary, LPL Financial, in connection with advisors who transferred their licenses to LPL Financial during the period. The estimate is based on prior business reported by the advisors, which has not been independently and fully verified by LPL Financial. The actual transition of assets to LPL Financial generally occurs over several quarters and the actual amount transitioned may vary from the estimate.

(2) The terms “Financial Advisors” and “Advisors” refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial, an SEC-registered broker-dealer and investment advisor.

(3) Corporate cash, a component of cash and equivalents, is the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company’s Credit Agreement, which include LPL Financial and The Private Trust Company, N.A., in excess of the capital requirements of the Company’s Credit Agreement (which, in the case of LPL Financial is net capital in excess of 10% of its aggregate debits, or five times the net capital required in accordance with Exchange Act Rule 15c3-1) and (3) cash and equivalents held at non-regulated subsidiaries.

(4) Compliance with the Leverage Ratio is only required under the Company’s revolving credit facility.

(5) The Company was named Top RIA custodian (Cerulli Associates, 2023 U.S. RIA Marketplace Report); No. 1 Independent Broker-Dealer in the U.S. (based on total revenues, Financial Planning magazine 1996-2022); and, among third-party providers of brokerage services to banks and credit unions, No. 1 in AUM Growth from Financial Institutions; No. 1 in Market Share of AUM from Financial Institutions; No. 1 in Market Share of Revenue from Financial Institutions; No. 1 on Financial Institution Market Share; No. 1 on Share of Advisors (2021-2022 Kehrer Bielan Research and Consulting Annual TPM Report). Fortune 500 as of June 2021.

(6) Gross profit is a non-GAAP financial measure. Please see a description of gross profit under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a calculation of gross profit for the periods presented (in thousands):

	Q3 2024		Q2 2024		Q3 2023
Total revenue	$	3,108,394	$	2,931,769	$	2,522,383
Advisory and commission expense		1,948,065		1,819,027		1,488,432
Brokerage, clearing and exchange expense		29,636		32,984		24,793
Employee deferred compensation		2,617		560		(983	)
Gross profit	$	1,128,076	$	1,079,198	$	1,010,141

(7) Production-based payout is a financial measure calculated as advisory and commission expense plus (less) advisor deferred compensation. The payout rate is calculated by dividing the production-based payout by total advisory and commission revenue. Below is a reconciliation of the Company’s advisory and commission expense to the production-based payout and a calculation of the payout rate for the periods presented (in thousands, except payout rate):

	Q3 2024			Q2 2024			Q3 2023
Advisory and commission expense	$	1,948,065		$	1,819,027		$	1,488,432
(Less) Plus: Advisor deferred compensation		(37,431	)		(6,977	)		17,648
Production-based payout	$	1,910,634		$	1,812,050		$	1,506,080

Advisory and commission revenue	$	2,184,582		$	2,075,209		$	1,725,162

Payout rate		87.46	%		87.32	%		87.30	%

(8) Below is a reconciliation of client cash revenue per Management’s Statements of Operations to client cash revenue, a component of asset-based revenue, on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

	Q3 2024			Q2 2024			Q3 2023
Client cash on Management’s Statement of Operations		372,333		$	361,316		$	377,782
Interest income on CCA balances segregated under federal or other regulations₍₁₀₎		(18,478	)		(19,841	)		(17,264	)
Client cash on Condensed Consolidated Statements of Income	$	353,855		$	341,475		$	360,518

(9) Consists of revenue from the Company’s sponsorship programs with financial product manufacturers, omnibus processing and networking services but does not include fees from client cash programs.

(10) During the first quarter of 2024, the Company disaggregated the activity previously reported in the interest income and other, net line item into its interest income, net and other revenue components. Prior period amounts have been reclassified to conform to the current presentation. Below is a reconciliation of interest income, net per Management’s Statements of Operations to interest income, net on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

	Q3 2024		Q2 2024		Q3 2023
Interest income, net on Management’s Statement of Operations	$	31,428	$	27,618	$	23,485
Interest income on CCA balances segregated under federal or other regulations₍₈₎		18,478		19,841		17,264
Interest income on deferred compensation		17		19		24
Interest income, net on Condensed Consolidated Statements of Income	$	49,923	$	47,478	$	40,773

(11) During the first quarter of 2024, the Company disaggregated the activity previously reported in the interest income and other, net line item into its interest income, net and other revenue components. Prior period amounts have been reclassified to conform to the current presentation. Below is a reconciliation of other revenue per Management’s Statements of Operations to other revenue on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

	Q3 2024			Q2 2024			Q3 2023
Other revenue on Management’s Statement of Operations	$	3,392		$	6,621		$	4,113
Interest income on deferred compensation		(17	)		(19	)		(24	)
Deferred compensation		40,048			7,537			(18,631	)
Other revenue on Condensed Consolidated Statements of Income	$	43,423		$	14,139		$	(14,542	)

(12) Core G&A is a non-GAAP financial measure. Please see a description of core G&A under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of the Company’s total expense to core G&A for the periods presented (in thousands):

	Q3 2024			Q2 2024			Q3 2023
Core G&A Reconciliation
Total expense	$	2,761,046		$	2,601,698		$	2,204,711
Advisory and commission		(1,948,065	)		(1,819,027	)		(1,488,432	)
Depreciation and amortization		(78,338	)		(70,999	)		(64,627	)
Interest expense on borrowings		(67,779	)		(64,341	)		(48,363	)
Brokerage, clearing and exchange		(29,636	)		(32,984	)		(24,793	)
Amortization of other intangibles		(32,461	)		(30,607	)		(27,760	)
Employee deferred compensation		(2,617	)		(560	)		983
Total G&A		602,150			583,180			551,719
Promotional (ongoing)₍₁₄₎₍₁₅₎		(175,605	)		(147,830	)		(140,171	)
Acquisition costs₍₁₅₎		(22,243	)		(36,876	)		(5,989	)
Employee share-based compensation		(20,289	)		(19,968	)		(15,748	)
Regulatory charges₍₁₃₎		(24,879	)		(7,594	)		(48,083	)
Core G&A	$	359,134		$	370,912		$	341,728

(13) Regulatory charges for the three months ended September 30, 2024 include charges related to a potential settlement with the SEC to resolve the Company’s civil investigation of certain elements of the Company’s Anti-Money Laundering (“AML”) compliance program. Under the SEC’s proposed resolution, the Company would pay an $18.0 million civil monetary penalty, and the Company has recorded an $18.0 million charge for the quarter ended September 30, 2024. Regulatory charges for the three months ended September 30, 2023 include a $40.0 million charge to reflect the amount of the penalty related to the SEC’s civil investigation of the Company’s compliance with records preservation requirements for business-related electronic communications that was not covered by the Company’s captive insurance subsidiary. The Company reached a settlement with the staff of the SEC and paid the civil monetary penalty of $50.0 million in August 2024.

(14) Promotional (ongoing) includes $13.0 million, $12.2 million and $10.8 million for the three months ended September 30, 2024, June 30, 2024 and September 30, 2023, respectively, of support costs related to full-time employees that are classified within Compensation and benefits expense in the condensed consolidated statements of income and excludes costs that have been incurred as part of acquisitions that have been classified within acquisition costs for the same periods.

(15) Acquisition costs include the costs to setup, onboard and integrate acquired entities and other costs that were incurred as a result of the acquisitions. The below table summarizes the primary components of acquisition costs for the periods presented (in thousands):

	Q3 2024			Q2 2024		Q3 2023
Acquisition costs
Fair value mark on contingent consideration₍₃₆₎	$	5,849		$	24,624	$	—
Compensation and benefits		8,352			6,827		1,345
Professional services		6,685			3,567		2,199
Promotional₍₁₄₎		1,964			539		2,260
Other		(607	)		1,319		185
Acquisition costs	$	22,243		$	36,876	$	5,989

(16) EBITDA and adjusted EBITDA are non-GAAP financial measures. Please see a description of EBITDA and adjusted EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income to EBITDA and adjusted EBITDA for the periods presented (in thousands):

	Q3 2024		Q2 2024		Q3 2023
EBITDA and adjusted EBITDA Reconciliation
Net income	$	255,303	$	243,800	$	224,291
Interest expense on borrowings		67,779		64,341		48,363
Provision for income taxes		92,045		86,271		93,381
Depreciation and amortization		78,338		70,999		64,627
Amortization of other intangibles		32,461		30,607		27,760
EBITDA	$	525,926	$	496,018	$	458,422
Regulatory charges₍₁₃₎		18,000		—		40,000
Acquisition costs₍₁₅₎		22,243		36,876		5,989
Adjusted EBITDA	$	566,169	$	532,894	$	504,411

(17) Adjusted net income and adjusted EPS are non-GAAP financial measures. Please see a description of adjusted net income and adjusted EPS under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS for the periods presented (in thousands, except per share data):

	Q3 2024						Q2 2024						Q3 2023
	Amount			Per Share			Amount			Per Share			Amount			Per Share
Net income / earnings per diluted share	$	255,303		$	3.39		$	243,800		$	3.23		$	224,291		$	2.91
Regulatory charges₍₁₃₎		18,000			0.24			—			—			40,000			0.52
Amortization of other intangibles		32,461			0.43			30,607			0.41			27,760			0.36
Acquisition costs₍₁₅₎		22,243			0.29			36,876			0.49			5,989			0.08
Tax benefit		(14,650	)		(0.19	)		(17,816	)		(0.24	)		(9,143	)		(0.12	)
Adjusted net income / adjusted EPS	$	313,357		$	4.16		$	293,467		$	3.88		$	288,897		$	3.74
Diluted share count		75,405						75,548						77,147
Note: Totals may not foot due to rounding.

(18) Consists of total advisory and brokerage assets under custody at the Company’s primary broker-dealer subsidiary, LPL Financial.

(19) Assets on the Company’s corporate advisory platform are serviced by investment advisor representatives of LPL Financial. Assets on the Company’s independent RIA advisory platform are serviced by investment advisor representatives of separate registered investment advisor firms rather than representatives of LPL Financial.

(20) Consists of advisory assets in LPL Financial’s Model Wealth Portfolios, Optimum Market Portfolios, Personal Wealth Portfolios and Guided Wealth Portfolios platforms.

(21) Consists of total client deposits into advisory or brokerage accounts less total client withdrawals from advisory or brokerage accounts, plus dividends, plus interest, minus advisory fees. The Company considers conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.

(22) Consists of existing custodied assets that converted from brokerage to advisory, less existing custodied assets that converted from advisory to brokerage.

(23) Calculated as annualized current period organic net new assets divided by preceding period assets in their respective categories of advisory assets or total advisory and brokerage assets.

(24) Represents the amount of securities purchased less the amount of securities sold in client accounts custodied with LPL Financial.

(25) Client cash balances include CCA and exclude purchased money market funds. CCA balances include cash that clients have deposited with LPL Financial that is included in Client payables in the condensed consolidated balance sheets. The following table presents purchased money market funds for the periods presented (in billions):

	Q3 2024		Q2 2024		Q3 2023
Purchased money market funds	$	38.5	$	35.7	$	25.2

(26) During the first quarter of 2024, the Company updated its definition of client cash account balances to exclude other client payables. Prior period disclosures have been updated to reflect this change as applicable.

(27) Calculated by dividing revenue for the period by the average balance during the period.

(28) EBITDA and Credit Agreement EBITDA are non-GAAP financial measures. Please see a description of EBITDA and Credit Agreement EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Under the Credit Agreement, management calculates Credit Agreement EBITDA for a trailing twelve month period at the end of each fiscal quarter and in doing so may make further adjustments to prior quarters. Below are reconciliations of trailing twelve month net income to trailing twelve month EBITDA and Credit Agreement EBITDA for the periods presented (in thousands):

	Q3 2024		Q2 2024		Q4 2023
EBITDA and Credit Agreement EBITDA Reconciliations
Net income	$	1,005,422	$	974,410	$	1,066,250
Interest expense on borrowings		246,618		227,201		186,804
Provision for income taxes		339,977		341,312		378,525
Depreciation and amortization		284,431		270,720		246,994
Amortization of other intangibles		121,238		116,537		107,211
EBITDA	$	1,997,686	$	1,930,180	$	1,985,784
Credit Agreement Adjustments:
Acquisition costs and other₍₁₅₎₍₃₇₎	$	236,007	$	224,687	$	110,170
Employee share-based compensation		78,425		73,884		66,024
M&A accretion₍₃₈₎		26,265		28,843		30,268
Advisor share-based compensation		2,503		2,571		2,561
Credit Agreement EBITDA	$	2,340,886	$	2,260,165	$	2,194,807

(29) Calculated based on the average advisor count from the current period and prior periods.

(30) Calculated based on the end of period total advisory and brokerage assets divided by end of period advisor count.

(31) Represents amortization expense on forgivable loans for transition assistance to advisors and institutions.

(32) Refers to active subscriptions related to professional services offerings (CFO Solutions, Marketing Solutions, Admin Solutions, Advisor Institute, Bookkeeping, Partial Book Sales, CFO Essentials, and Digital Marketing) and business optimizer offerings (M&A Solutions, Digital Office, Resilience Plans and Assurance Plans), as well as planning and advice services (Paraplanning, Tax Planning, and High Net Worth Services) for which subscriptions are the number of advisors using the service.

(33) Reflects retention of total advisory and brokerage assets, calculated by deducting quarterly annualized attrition from total advisory and brokerage assets, divided by the prior quarter total advisory and brokerage assets.

(34) Capital expenditures represent cash payments for property and equipment during the period.

(35) Acquisitions, net represent cash paid for acquisitions, net of cash acquired during the period.

(36) Represents a fair value adjustment to our contingent consideration liabilities that is reflected in other expense in the condensed consolidated statements of income.

(37) Acquisition costs and other primarily include acquisition costs, costs incurred related to the integration of the strategic relationship with Prudential, an $18.0 million regulatory charge recognized during the three months ended September 30, 2024 related to an investigation of the Company’s compliance with certain elements of the Company’s AML compliance program, and a $40.0 million regulatory charge recognized during the three months ended September 30, 2023 to reflect the amount of a penalty proposed by the SEC as part of its civil investigation of the Company’s compliance with records preservation requirements for business-related electronic communications stored on personal devices that have not been approved by the Company.

(38) M&A accretion is an adjustment to reflect the annualized expected run rate EBITDA of an acquisition as permitted by the Credit Agreement for up to eight fiscal quarters following the close of the transaction.

MIL-OSI: Robinhood Reports Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

Second highest Revenues on record, up 36% year-over-year to $637 million
GAAP Diluted EPS of $0.17, up $0.26 year-over-year
Year-to-date Net Deposits of $34 billion, Revenues of $1.94 billion, and GAAP Diluted EPS of $0.55 have all exceeded prior full year records

MENLO PARK, Calif., Oct. 30, 2024 (GLOBE NEWSWIRE) — Robinhood Markets, Inc. (“Robinhood”) (NASDAQ: HOOD) today announced financial results for the third quarter of 2024, which ended September 30, 2024.

“I’m really proud of our Q3 results and how smoothly our product engine is humming,” said Vlad Tenev, CEO and Co-Founder of Robinhood. “In the past month, we introduced Robinhood Legend, our new desktop offering, and announced index options, futures, and a realized profit and loss tool are coming soon. And just this week, we launched our Presidential Election Market. We have a ton of momentum, and we’re just getting started.”

“Q3 was another strong quarter, as we drove 36% year-over-year revenue growth, and dropped most of that to the bottom line,” said Jason Warnick, Chief Financial Officer of Robinhood. “We entered 2024 with the goal of delivering another year of profitable growth, so we’re excited to have already broken prior full year records for both revenue and EPS.”

Third Quarter Results:

Total net revenues increased 36% year-over-year to $637 million.
- Transaction-based revenues increased 72% year-over-year to $319 million, primarily driven by options revenue of $202 million, up 63%, cryptocurrencies revenue of $61 million, up 165%, and equities revenue of $37 million, up 37%.
- Net interest revenues increased 9% year-over-year to $274 million, primarily driven by growth in interest-earning assets.
- Other revenues increased 42% year-over-year to $44 million, primarily due to increased Gold subscription revenues.
- Total net revenues were reduced by $27 million in Q3 2024 (and $13 million in Q2 2024) due to matches paid to customers on transfers and deposits.
Net income increased year-over-year to $150 million, or diluted earnings per share (EPS) of $0.17, compared to a net loss of $85 million, or diluted EPS of -$0.09, in Q3 2023.
Total operating expenses decreased 10% year-over-year to $486 million. This includes a $10 million regulatory accrual, which compares to a $104 million regulatory accrual in Q3 2023.
- Adjusted Operating Expenses (non-GAAP) increased 12% year-over-year to $397 million primarily due to increased marketing and growth investments.
- Share-Based Compensation (SBC) decreased 5% year-over-year to $79 million.
Adjusted EBITDA (non-GAAP) increased 96% year-over-year to $268 million.
Funded Customers increased by 1.0 million year-over-year to 24.3 million.
- Investment Accounts increased by 1.5 million year-over-year to 25.1 million.
Assets Under Custody (AUC) increased 76% year-over-year to $152.2 billion, driven by continued Net Deposits and higher equity and cryptocurrency valuations.
Net Deposits were $10.0 billion, an annualized growth rate of 29% relative to AUC at the end of Q2 2024. Over the past twelve months, Net Deposits were $39.0 billion, a growth rate of 45% relative to AUC at the end of Q3 2023.
Average Revenue Per User (ARPU) increased by 31% year-over-year to $105.
Gold Subscribers increased by 860 thousand, or 65%, year-over-year to 2.2 million.
Cash and cash equivalents totaled $4.6 billion compared with $4.9 billion at the end of Q3 2023.
Share repurchases were $97 million, representing 5.0 million shares of our Class A common stock at an average price per share of $19.42.
- In July 2024, we began executing on our authorized $1 billion share repurchase program, which we continue to expect to complete over a total of two to three years.

Highlights

Robinhood takes major steps toward delivering on product roadmap and winning the active trader market.

Building for Active Traders – In October 2024, Robinhood began rolling out Robinhood Legend, a powerful, sleek browser-based desktop trading platform built from the ground up for active traders, and announced that it will launch futures and index options in the coming months with some of the lowest contract fees in the industry.
Robinhood Hosts its First Ever Customer-Focused Conference – In October 2024, Robinhood held its inaugural HOOD Summit, bringing together over 400 customers with Robinhood executives and other industry leaders for a three-day event to discuss the latest in trading technology, investing, and culture.
More than 9 percent of Robinhood Funded Customers benefit from Robinhood Gold – Gold Subscribers reached new highs of 2.2 million in Q3 2024. Additionally, Robinhood Gold Cards continue to roll out, now in the hands of nearly 100 thousand customers.
Robinhood Retirement Reaches $11 billion in AUC – In October 2024, Robinhood Retirement reached $11 billion in AUC across nearly one million funded retirement accounts. Offering the first ever IRA with a match, customers have received over $200 million in matches on retirement account transfers and contributions since launching in January 2023.
Expanding Our UK Product Offering – Robinhood introduced stock lending in the UK in September 2024 and launched margin investing for UK customers in October 2024. Robinhood has also received Financial Conduct Authority approval to offer options trading in the UK and plans to launch in 2025.

Additional Q3 2024 Operating Data

Retirement AUC increased 9X year-over-year to $9.9 billion.
Cash Sweep increased 80% year-over-year to $24.5 billion.
Margin Book increased 53% year-over-year to $5.5 billion.
Equity Notional Trading Volumes increased 65% year-over-year to $286.2 billion.
Options Contracts Traded increased 47% year-over-year to 443.4 million.
Crypto Notional Trading Volumes increased 112% year-over-year to $14.4 billion.
Monthly Active Users (MAU) increased 7% year-over-year to 11.0 million.

Webcast and Conference Call Information

Robinhood will host a conference call to discuss its results at 2 p.m. PT / 5 p.m. ET today, October 30, 2024. The live webcast of Robinhood’s earnings conference call can be accessed at investors.robinhood.com, along with the earnings press release and accompanying slide presentation.

Following the call, a replay and transcript will also be available at the same website.

Financial Outlook

Our 2024 expense plan includes growth investments in new products, features, and international expansion while also getting more efficient in our existing businesses. Our outlook for GAAP total operating expenses is $1.86 billion to $1.96 billion, including a $10 million regulatory accrual in Q3 2024.

Our outlook for Non-GAAP combined Adjusted Operating Expenses and SBC for full-year 2024 is unchanged at $1.85 billion to $1.95 billion.

Actual results might differ materially from our outlook due to several factors, including the rate of growth in Funded Customers and our effectiveness to cross-sell products which affects variable marketing costs, the degree to which we are successful in managing credit losses and preventing fraud, and our ability to manage web-hosting expenses efficiently, among other factors. The above expense outlook does not include potential significant regulatory matters or other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that may arise or accruals we may determine in the future are required, as we are unable to accurately predict the size or timing of such matters, expenses or accruals at this time. See “Non-GAAP Financial Measures” for more information on Adjusted Operating Expenses and SBC, including significant items that we believe are not indicative of our ongoing expenses that would be adjusted out of total operating expenses (GAAP) to get to Adjusted Operating Expenses and SBC (non-GAAP) should they occur.

About Robinhood

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

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

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

Contacts

Investors:
ir@robinhood.com

Press:
press@robinhood.com

ROBINHOOD MARKETS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

	December 31,			September 30,
(in millions, except share and per share data)		2023			2024
Assets
Current assets:
Cash and cash equivalents	$	4,835		$	4,611
Cash and cash equivalents segregated under federal and other regulations		4,448			5,547
Receivables from brokers, dealers, and clearing organizations		89			139
Receivables from users, net		3,495			5,546
Securities borrowed		1,602			3,704
Deposits with clearing organizations		338			464
Asset related to user cryptocurrencies safeguarding obligation		14,708			19,456
User-held fractional shares		1,592			2,201
Held-to-maturity investments		413			527
Prepaid expenses		63			86
Deferred customer match incentives		11			73
Other current assets		196			251
Total current assets		31,790			42,605
Property, software, and equipment, net		120			133
Goodwill		175			179
Intangible assets, net		48			39
Non-current held-to-maturity investments		73			—
Non-current deferred customer match incentives		19			159
Other non-current assets, including non-current prepaid expenses of $4 as of December 31, 2023 and $22 as of September 30, 2024		107			130
Total assets	$	32,332		$	43,245
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	384		$	443
Payables to users		5,097			6,264
Securities loaned		3,547			7,306
User cryptocurrencies safeguarding obligation		14,708			19,456
Fractional shares repurchase obligation		1,592			2,201
Other current liabilities		217			288
Total current liabilities		25,545			35,958
Other non-current liabilities		91			79
Total liabilities		25,636			36,037
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value 210,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and September 30, 2024.		—			—
Class A common stock, $0.0001 par value. 21,000,000,000 shares authorized, 745,401,862 shares issued and outstanding as of December 31, 2023; 21,000,000,000 shares authorized, 761,992,964 shares issued and outstanding as of September 30, 2024.		—			—
Class B common stock, $0.0001 par value. 700,000,000 shares authorized, 126,760,802 shares issued and outstanding as of December 31, 2023; 700,000,000 shares authorized, 121,616,044 shares issued and outstanding as of September 30, 2024.		—			—
Class C common stock, $0.0001 par value. 7,000,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and September 30, 2024.		—			—
Additional paid-in capital		12,145			12,158
Accumulated other comprehensive income (loss)		(3	)		1
Accumulated deficit		(5,446	)		(4,951	)
Total stockholders’ equity		6,696			7,208
Total liabilities and stockholders’ equity	$	32,332		$	43,245

ROBINHOOD MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended September 30,					YOY%		Three Months Ended June 30,		QOQ%
(in millions, except share, per share, and percentage data)		2023			2024	Change			2024	Change
Revenues:
Transaction-based revenues	$	185		$	319	72	%	$	327	(2	)%
Net interest revenues		251			274	9	%		285	(4	)%
Other revenues		31			44	42	%		70	(37	)%
Total net revenues		467			637	36	%		682	(7	)%

Operating expenses⁽¹⁾⁽²⁾:
Brokerage and transaction		39			39	—	%		40	(3	)%
Technology and development		202			205	1	%		209	(2	)%
Operations		41			50	22	%		46	9	%
Marketing		28			59	111	%		64	(8	)%
General and administrative		230			133	(42	)%		134	(1	)%
Total operating expenses		540			486	(10	)%		493	(1	)%

Other income (expense), net		(2	)		2	NM			2	—	%
Income (loss) before income taxes		(75	)		153	NM			191	(20	)%
Provision for income taxes		10			3	(70	)%		3	—	%
Net income (loss)	$	(85	)	$	150	NM		$	188	(20	)%
Net income (loss) attributable to common stockholders:
Basic	$	(85	)	$	150			$	188
Diluted	$	(85	)	$	150			$	188
Net income (loss) per share attributable to common stockholders:
Basic	$	(0.09	)	$	0.17			$	0.21
Diluted	$	(0.09	)	$	0.17			$	0.21
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic		895,108,790			884,108,545				881,076,624
Diluted		895,108,790			905,544,750				904,490,572

	Nine Months Ended September 30,					YOY% Change
(in millions, except share, per share, and percentage data)		2023			2024	YOY% Change
Revenues:
Transaction-based revenues	$	585		$	975		67	%
Net interest revenues		693			813		17	%
Other revenues		116			149		28	%
Total net revenues		1,394			1,937		39	%

Operating expenses⁽¹⁾⁽²⁾:
Brokerage and transaction		114			114		—	%
Technology and development		608			610		—	%
Operations		119			140		18	%
Marketing		79			190		141	%
General and administrative		1,036			385		(63	)%
Total operating expenses		1,956			1,439		(26	)%

Other income, net		—			8		NM
Income (loss) before income taxes		(562	)		506		NM
Provision for income taxes		9			11		22	%
Net income (loss)	$	(571	)	$	495		NM
Net income (loss) attributable to common stockholders:
Basic	$	(571	)	$	495
Diluted	$	(571	)	$	495
Net income (loss) per share attributable to common stockholders:
Basic	$	(0.64	)	$	0.56
Diluted	$	(0.64	)	$	0.55
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic		898,999,464			880,182,573
Diluted		898,999,464			903,555,592

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

	Three Months Ended September 30,					Three Months Ended June 30,			Nine Months Ended September 30,
		2023		2024			2024			2023		2024
Brokerage and transaction		8	%	6	%		5	%		8	%	6	%
Technology and development		43	%	32	%		31	%		44	%	31	%
Operations		9	%	8	%		7	%		9	%	7	%
Marketing		6	%	9	%		9	%		6	%	10	%
General and administrative		49	%	21	%		20	%		74	%	20	%
Total operating expenses		115	%	76	%		72	%		141	%	74	%

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

	Three Months Ended September 30,				Three Months Ended June 30,		Nine Months Ended September 30,
(in millions)		2023		2024		2024		2023		2024
Brokerage and transaction	$	2	$	2	$	3	$	6	$	7
Technology and development		51		48		52		161		144
Operations		3		1		2		6		5
Marketing		1		3		1		3		6
General and administrative		26		25		28		614		65
Total SBC	$	83	$	79	$	86	$	790	$	227

ROBINHOOD MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)		2023			2024			2023			2024
Operating activities:
Net income (loss)	$	(85	)	$	150		$	(571	)	$	495
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		19			20			54			55
Provision for credit losses		14			23			29			57
Share-based compensation		83			79			790			227
Other		(27	)		1			(27	)		—
Changes in operating assets and liabilities:
Securities segregated under federal and other regulations		—			547			—			—
Receivables from brokers, dealers, and clearing organizations		54			10			13			(50	)
Receivables from users, net		(391	)		(433	)		(502	)		(1,971	)
Securities borrowed		(244	)		(1,487	)		(687	)		(2,102	)
Deposits with clearing organizations		(52	)		87			(89	)		(126	)
Current and non-current prepaid expenses		17			(21	)		26			(41	)
Current and non-current deferred customer match incentives		(4	)		(6	)		(10	)		(202	)
Other current and non-current assets		62			117			10			(11	)
Accounts payable and accrued expenses		94			54			145			28
Payables to users		(786	)		475			(376	)		1,167
Securities loaned		263			2,215			1,411			3,759
Other current and non-current liabilities		6			(19	)		5			(42	)
Net cash provided by (used in) operating activities		(977	)		1,812			221			1,243
Investing activities:
Purchases of property, software, and equipment		(1	)		(7	)		(1	)		(9	)
Capitalization of internally developed software		(5	)		(12	)		(14	)		(26	)
Purchases of held-to-maturity investments		(76	)		(167	)		(651	)		(469	)
Proceeds from maturities of held-to-maturity investments		75			150			167			439
Purchases of credit card receivables by Credit Card Funding Trust		—			(169	)		—			(239	)
Collections of purchased credit card receivables		—			82			—			130
Business acquisition, net of cash and cash equivalents acquired		(90	)		—			(90	)		(6	)
Asset acquisition, net of cash acquired		—			—			—			(3	)
Other		—			—			10			1
Net cash used in investing activities		(97	)		(123	)		(579	)		(182	)
Financing activities:
Proceeds from issuance of common stock under the Employee Stock Purchase Plan		—			—			9			10
Taxes paid related to net share settlement of equity awards		(4	)		(56	)		(9	)		(155	)
Payments of debt issuance costs		—			—			(10	)		(14	)
Draws on credit facilities		10			1			20			12
Repayments on credit facilities		(10	)		(1	)		(20	)		(12	)
Borrowings on Credit Card Funding Trust		—			78			—			95
Repayments on Credit Card Funding Trust		—			—			—			(1	)
Change in principal collected from customers due to Coastal Bank		(3	)		(22	)		(3	)		(15	)
Repurchase of Class A common stock		(608	)		(97	)		(608	)		(97	)
Proceeds from exercise of stock options, net of repurchases		—			2			2			10
Net cash used in financing activities		(615	)		(95	)		(619	)		(167	)
Effect of foreign exchange rate changes on cash and cash equivalents		—			1			—			1
Net increase (decrease) in cash, cash equivalents, segregated cash, and restricted cash		(1,689	)		1,595			(977	)		895
Cash, cash equivalents, segregated cash, and restricted cash, beginning of the period		10,069			8,646			9,357			9,346
Cash, cash equivalents, segregated cash, and restricted cash, end of the period	$	8,380		$	10,241		$	8,380		$	10,241
Reconciliation of cash, cash equivalents, segregated cash and restricted cash, end of the period:
Cash and cash equivalents, end of the period	$	4,889		$	4,611		$	4,889		$	4,611
Segregated cash and cash equivalents, end of the period		3,448			5,547			3,448			5,547
Restricted cash in other current assets, end of the period		26			67			26			67
Restricted cash in other non-current assets, end of the period		17			16			17			16
Cash, cash equivalents, segregated cash and restricted cash, end of the period	$	8,380		$	10,241		$	8,380		$	10,241
Supplemental disclosures:
Cash paid for interest	$	2		$	4		$	8		$	12
Cash paid for income taxes, net of refund received	$	7		$	8		$	9		$	14

Reconciliation of GAAP to Non-GAAP Results (Unaudited)

	Three Months Ended September 30,						Three Months Ended June 30,			Nine Months Ended September 30,
(in millions)		2023			2024			2024			2023			2024
Net income (loss)	$	(85	)	$	150		$	188		$	(571	)	$	495
Net margin		(18	)%		24	%		28	%		(41	)%		26	%
Add:
Interest expenses related to credit facilities		6			6			6			17			18
Provision for income taxes		10			3			3			9			11
Depreciation and amortization		19			20			18			54			55
EBITDA (non-GAAP)		(50	)		179			215			(491	)		579
Add: SBC
2021 Founders Award Cancellation		—			—			—			485			—
SBC Excluding 2021 Founders Award Cancellation		83			79			86			305			227
Significant legal and tax settlements and reserves		104			10			—			104			10
Adjusted EBITDA (non-GAAP)	$	137		$	268		$	301		$	403		$	816
Adjusted EBITDA margin (non-GAAP)		29	%		42	%		44	%		29	%		42	%

	Three Months Ended September 30,				Three Months Ended June 30,		Nine Months Ended September 30,
(in millions)		2023		2024		2024		2023		2024
Total operating expenses (GAAP)	$	540	$	486	$	493	$	1,956	$	1,439
Add: SBC
2021 Founders Award Cancellation		—		—		—		485		—
SBC Excluding 2021 Founders Award Cancellation		83		79		86		305		227
Significant legal and tax settlements and reserves		104		10		—		104		10
Adjusted Operating Expenses (Non-GAAP)	$	353	$	397	$	407	$	1,062	$	1,202

(in millions)	Prior Financial Outlook¹ for the Year Ending December 31, 2024	Current Financial Outlook for the Year Ending December 31, 2024	Change
Total operating expenses (GAAP)	$1,850 – $1,950	$1,860 – $1,960	*increased by $10*
Significant legal and tax settlements and reserves	—	$10	increased by $10
Adjusted Operating Expenses and SBC (Non-GAAP)²	$1,850 – $1,950	$1,850 – $1,950	*no change*

(1) Prior Outlook provided at Q2 2024 Earnings on August 7th, 2024.
(2) Actual results might differ materially from our outlook, see “Financial Outlook” for more information. The above expense outlook does not include potential significant regulatory matters or other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that may arise or accruals we may determine in the future are required, as we are unable to accurately predict the size or timing of such matters, expenses or accruals at this time. See “Non-GAAP Financial Measures” for more information on Adjusted Operating Expenses and SBC, including significant items that we believe are not indicative of our ongoing expenses that would be adjusted out of total operating expenses (GAAP) to get to Adjusted Operating Expenses and SBC (non-GAAP) should they occur.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding the expected financial performance of Robinhood Markets, Inc. and its consolidated subsidiaries (“we,” “Robinhood,” or the “Company”) and our strategic and operational plans, including (among others) statements regarding that index options, futures, and a realized profit and loss tool are coming soon; that we have a ton of momentum, and we’re just getting started; that in July 2024, we began executing on our authorized $1 billion share repurchase program, which we continue to expect to complete over a total of two to three years; that we will launch futures and index options in the coming months with some of the lowest contract fees in the industry; that we received Financial Conduct Authority approval to offer options trading in the UK and plan to launch in 2025; and all statements and information under the headings “Financial Outlook” and “Reconciliation of GAAP to Non-GAAP Financial Outlook.” Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this press release. Reported results should not be considered an indication of future performance. Factors that contribute to the uncertain nature of our forward-looking statements include, among others: our limited operating experience at our current scale; the difficulty of managing our business effectively, including the size of our workforce, and the risk of continued declining or negative growth; the fluctuations in our financial results and key metrics from quarter to quarter; our reliance on transaction-based revenue, including payment for order flow (“PFOF”), and the risk of new regulation or bans on PFOF and similar practices; our exposure to fluctuations in interest rates and rapidly changing interest rate environments; the difficulty of raising additional capital (to provide liquidity needs and support business growth and objectives) on reasonable terms, if at all; the need to maintain capital levels required by regulators and self-regulatory organizations; the risk that we might mishandle the cash, securities, and cryptocurrencies we hold on behalf of customers, and our exposure to liability for processing, operational, or technical errors in clearing functions; the impact of negative publicity on our brand and reputation; the risk that changes in business, economic, or political conditions that impact the global financial markets, or a systemic market event, might harm our business; our dependence on key employees and a skilled workforce; the difficulty of complying with an extensive, complex, and changing regulatory environment and the need to adjust our business model in response to new or modified laws and regulations; the possibility of adverse developments in pending litigation and regulatory investigations; the effects of competition; our need to innovate and invest in new products, services, technologies, and geographies in order to attract and retain customers and deepen their engagement with us in order to maintain growth; our reliance on third parties to perform some key functions and the risk that processing, operational or technological failures could impair the availability or stability of our platforms; the risk of cybersecurity incidents, theft, data breaches, and other online attacks; the difficulty of processing customer data in compliance with privacy laws; our need as a regulated financial services company to develop and maintain effective compliance and risk management infrastructures; the risks associated with incorporating artificial intelligence technologies into some of our products and processes; the volatility of cryptocurrency prices and trading volumes; the risk that our platforms and services could be exploited to facilitate illegal payments; and the risk that substantial future sales of Class A common stock in the public market, or the perception that they may occur, could cause the price of our stock to fall. Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results can be found in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which we expect to be available on October 31, 2024, as well as in our other filings with the SEC, all of which are available on the SEC’s web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time, and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements. Except as otherwise noted, all forward-looking statements are made as of the date of this press release, October 30, 2024 and are based on information and estimates available to us at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, Robinhood assumes no obligation to update any of the statements in this press release whether as a result of any new information, future events, changed circumstances, or otherwise. You should read this press release with the understanding that our actual future results, performance, events, and circumstances might be materially different from what we expect.

Non-GAAP Financial Measures

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

Adjusted EBITDA

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

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

Adjusted EBITDA Margin

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

Adjusted Operating Expenses

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

Adjusted Operating Expenses and SBC

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

Key Performance Metrics

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

Funded Customers

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

Assets Under Custody (“AUC”)

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

Net Deposits

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

Average Revenue Per User (“ARPU”)

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

Gold Subscribers

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

Additional Operating Metrics

Retirement AUC

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

Cash Sweep

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

Margin Book

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

Notional Trading Volume

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

Options Contracts Traded

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

Monthly Active Users (“MAU”)

We define MAUs as the number of unique persons who, using one or more accounts with a Robinhood entity, meet one of the following criteria at any point during a specified calendar month: a) executes a debit card or credit card transaction, b) transitions between two different screens on a mobile device while logged into their account or c) loads a page in a web browser while logged into their account. A person need not satisfy these conditions on a recurring monthly basis or be a Funded Customer to be included in MAU. MAU figures in this release reflect MAU for the last month of the relevant period presented. We utilize MAU to measure how many customers interact with our products and services during a given month. MAU does not measure the frequency or duration of the interaction, but we consider it a useful indicator for engagement. Additionally, MAUs are positively correlated with, but are not indicative of, the performance of revenue and other key performance indicators.

Glossary Terms

Investment Accounts

We define an Investment Account as a funded individual brokerage account, a funded joint investing account, or a funded individual retirement account (“IRA”). As of September 30, 2024, a Funded Customer can have up to four Investment Accounts – individual brokerage account, joint investing account (which launched in July 2024), traditional IRA, and Roth IRA.

Growth Rate and Annualized Growth Rate with respect to Net Deposits

When used with respect to Net Deposits, “growth rate” and “annualized growth rate” provide information about Net Deposits relative to total AUC. “Growth rate” is calculated as aggregate Net Deposits over a specified 12 month period, divided by AUC for the fiscal quarter that immediately precedes such 12 month period. “Annualized growth rate” is calculated as Net Deposits for a specified quarter multiplied by 4 and divided by AUC for the immediately preceding quarter.

MIL-OSI: NCS Multistage Holdings, Inc. Announces Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

Third Quarter Results

Total revenues of $44.0 million, a 15% year-over-year improvement, driven in part by increased international revenues
Net income of $4.1 million and diluted earnings per share of $1.60, compared to $4.4 million and diluted earnings per share of $1.77 one year ago
Adjusted EBITDA of $7.1 million, a $0.3 million year-over-year improvement
Cash flows from operating activities of $2.1 million for the first nine months of 2024; free cash flow less distributions to non-controlling interest of $0.4 million, a $3.3 million improvement over the first nine months of 2023
$15.3 million in cash and $8.6 million of total debt as of September 30, 2024

HOUSTON, Oct. 30, 2024 (GLOBE NEWSWIRE) — NCS Multistage Holdings, Inc. (Nasdaq: NCSM) (the “Company,” “NCS,” “we” or “us”), a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies, today announced its results for the quarter ended September 30, 2024.

Financial Review

Total revenues were $44.0 million for the quarter ended September 30, 2024 compared to $38.3 million for the third quarter of 2023. Revenue growth was driven by increases in international services revenues, U.S. product sales, and Canada product sales and services. These gains were partially offset by lower U.S. services revenues and international product sales. The significant increase in international revenues was driven by Middle East tracer work and North Sea frac systems, while the increase in the United States reflects higher frac plug and perforating gun sales by our joint venture, Repeat Precision, LLC (“Repeat Precision”). Despite the increase in U.S. revenues, customer activity continues to be negatively impacted by lower natural gas prices. The increase in our Canadian revenue was due in part to higher fracturing systems activity in 2024, as the prior year was impacted more significantly by Canadian wildfires stemming from drought conditions.

Compared to the second quarter of 2024, total revenues increased by 48%, with an increase in Canada of 139%, primarily due to seasonality associated with spring break-up in the second quarter. This increase was partially offset by a decline of 31% in international revenues, primarily associated with the timing of tracer service work in the Middle East, and a 6% decline in the United States.

Gross profit was $17.8 million, with a gross margin of 41%, for the third quarter of 2024, compared to $15.2 million, with a gross margin of 40%, for the third quarter of 2023. Gross margin for 2024 improved due to an increase in higher-margin international work in both the Middle East and North Sea, an increase in frac plug and perforating gun sales in the United States, as well as the benefits realized from operational restructurings enacted in 2023. Adjusted gross profit, which we define as total revenues less total cost of sales, exclusive of depreciation and amortization (“DD&A”), was $18.5 million, or an adjusted gross margin of 42%, for the third quarter of 2024, compared to $15.7 million, or 41%, for the third quarter of 2023.

Selling, general and administrative (“SG&A”) expenses totaled $14.1 million for the third quarter of 2024, an increase of $1.5 million compared to the same period in 2023. This increase in expense reflects a higher annual incentive bonus accrual year-over-year partially offset by the benefit of cost-saving measures implemented through our restructuring efforts in 2023.

Other income was $1.5 million for the third quarter of 2024 compared to $2.0 million for the third quarter of 2023. This change in other income is primarily attributable to the prior year recovery of unpaid invoices through a litigation settlement and the reversal of a legal contingency fee in 2023 that was not repeated in 2024. This was partially offset in 2024 by increases in royalty income from licensees and the benefit associated with our technical services and assistance agreement with our local partner in Oman.

Net income was $4.1 million, or $1.60 per diluted share, for the quarter ended September 30, 2024 compared to net income of $4.4 million, or $1.77 per diluted share for the quarter ended September 30, 2023.

Adjusted EBITDA was $7.1 million for the quarter ended September 30, 2024, an increase of $0.3 million compared to the same period a year ago. This improvement is primarily the result of an increase in higher-margin international projects partially offset by an increase in SG&A expenses due to higher annual incentive bonus accruals. Our resulting Adjusted EBITDA margin of 16% for the quarter ended September 30, 2024 compared to 18% for the same period a year ago.

Cash flow from operating activities for the nine months ended September 30, 2024 was $2.1 million, a $3.5 million improvement compared to the same period in 2023. For the nine months ended September 30, 2024, free cash flow, less distributions to non-controlling interest, provided cash of $0.4 million compared to a use of cash of $(3.0) million for the same period in 2023. The overall increase in free cash flow was largely attributed to our operating results, change in net working capital, and a reduction in net cash used in investing activities, partially offset by a distribution to our non-controlling interest.

Liquidity and Capital Expenditures

As of September 30, 2024, NCS had $15.3 million in cash and $8.6 million in total debt, and a borrowing base under the undrawn asset-based revolving credit facility (“ABL Facility”) of $21.7 million. Our working capital, defined as current assets minus current liabilities, was $77.3 million and $71.2 million as of September 30, 2024 and December 31, 2023, respectively.

Net working capital, calculated as working capital, less cash and excluding the current maturities of long-term debt, was $64.1 million and $56.3 million as of September 30, 2024 and December 31, 2023, respectively. The increase in our net working capital was primarily attributable to an increase in our accounts receivable, partially offset by an increase in accrued expenses.

NCS incurred capital expenditures, net of proceeds from the sale of property and equipment, of $0.7 million and $1.5 million for the nine months ended September 30, 2024 and 2023, respectively.

Review and Outlook

NCS’s Chief Executive Officer, Ryan Hummer commented, “NCS has continued to outperform expectations in a challenging market environment. This quarter marks the third consecutive quarter in which our total revenue has been at the high end or exceeded our expectations, and in which our Adjusted EBITDA exceeded the high end of our expectations.

Our revenue for the first nine months of 2024 of $117.6 million is over $10 million, or approximately 10%, higher than the same period last year. Importantly, we are also demonstrating the operating leverage in our business, with a modest improvement in gross margin percentage paired with a reduction in SG&A expenses for these periods. Our resulting Adjusted EBITDA of $14.1 million for the first nine months of 2024 is approximately 50% higher than the same period last year, a demonstration of the attractive incremental margins our business can generate as we grow.

This performance reflects the way our team has embraced and executed our core strategies to build upon our leading market positions, capitalize on international and offshore opportunities and to commercialize innovative solutions to complex customer challenges. One example of this is the 124% improvement in revenue derived outside North America for the first nine months of 2024 as compared to 2023, with international revenue comprising 10% of our total revenue in that period, as compared to 5% last year. Our multi-year efforts to grow our customer base in the North Sea and to enter certain markets in the Middle East are being rewarded.

Our team at NCS and Repeat Precision has delivered year-over-year revenue growth of 15% in the U.S. through the first nine months of the year, an impressive performance in light of meaningful reductions in industry activity, whether measured by the rig count or unconventional completion counts.

We are pairing this growth with improved free cash flow generation, with free cash flow after distributions to non-controlling interest for the first nine months of 2024 of $0.4 million, increasing by more than $3 million as compared to the same period in 2023. We maintain a net cash position of $6.7 million, and had total liquidity of over $37 million as of September 30, 2024, which includes our cash on hand and availability under our undrawn revolving credit facility.

We expect that we will continue to deliver improved revenue performance in the fourth quarter of 2024 as compared to 2023 in each of the U.S., Canada and international markets. However, sequentially we expect a 5-15% reduction in revenue in each of these markets, reflecting the potential for a more significant reduction in year-end activity than in prior years for the U.S. and Canadian markets due to industry drilling and completion efficiencies, and more challenging winter operating conditions in selected international markets, including the North Sea.

We believe the value that we bring to our customers across our product and service portfolio, our continued product and service innovation, and our targeted efforts to penetrate international markets positions us to outperform the anticipated changes in industry drilling and completion activity. As demonstrated thus far in 2024, we believe that this revenue growth, paired with previously enacted and continued efforts to control our operating expenses, will enable higher year-over-year Adjusted EBITDA Margins.

These results are reflective of the talent, effort and dedication of the outstanding team at NCS and at Repeat Precision. By delivering on our core strategies, we are providing extraordinary outcomes to our customers, driving innovation in the industry and creating value for our shareholders.”

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Diluted Share, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital are non-GAAP financial measures. For an explanation of these measures and a reconciliation, refer to “Non-GAAP Financial Measures” below.

Conference Call

The Company will host a conference call to discuss its third quarter 2024 results and updated guidance on Thursday, October 31, 2024 at 7:30 a.m. Central Time (8:30 a.m. Eastern Time). The conference call will be available via a live audio webcast. Participants who wish to ask questions may register for the call here to receive the dial-in numbers and unique PIN. If you wish to join the conference call but do not plan to ask questions, you may join the listen-only webcast here. The live webcast can also be accessed by visiting the Investors section of the Company’s website at ir.ncsmultistage.com. It is recommended that participants join at least 10 minutes prior to the event start.

The replay will be available in the Investors section of the Company’s website shortly after the conclusion of the call and will remain available for approximately seven days.

About NCS Multistage Holdings, Inc.

NCS Multistage Holdings, Inc. is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies. NCS provides products and services primarily to exploration and production companies for use in onshore and offshore wells, predominantly wells that have been drilled with horizontal laterals in both unconventional and conventional oil and natural gas formations. NCS’s products and services are utilized in oil and natural gas basins throughout North America and in selected international markets, including the North Sea, the Middle East, Argentina and China. NCS’s common stock is traded on the Nasdaq Capital Market under the symbol “NCSM.” Additional information is available on the website, www.ncsmultistage.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: declines in the level of oil and natural gas exploration and production activity in Canada, the United States and internationally; oil and natural gas price fluctuations; significant competition for our products and services that results in pricing pressures, reduced sales, or reduced market share; inability to successfully implement our strategy of increasing sales of products and services into the U.S. and international markets; loss of significant customers; losses and liabilities from uninsured or underinsured business activities and litigation; our failure to identify and consummate potential acquisitions; the financial health of our customers including their ability to pay for products or services provided; our inability to integrate or realize the expected benefits from acquisitions; our inability to achieve suitable price increases to offset the impacts of cost inflation; loss of any of our key suppliers or significant disruptions negatively impacting our supply chain; risks in attracting and retaining qualified employees and key personnel; risks resulting from the operations of our joint venture arrangement; currency exchange rate fluctuations; impact of severe weather conditions; our inability to accurately predict customer demand, which may result in us holding excess or obsolete inventory; impairment in the carrying value of long-lived assets including goodwill; failure to comply with or changes to federal, state and local and non-U.S. laws and other regulations, including anti-corruption and environmental regulations, guidelines and regulations for the use of explosives; change in trade policy, including the impact of tariffs; our inability to successfully develop and implement new technologies, products and services that align with the needs of our customers, including addressing the shift to more non-traditional energy markets as part of the energy transition; our inability to protect and maintain critical intellectual property assets or losses and liabilities from adverse decisions in intellectual property disputes; loss of, or interruption to, our information and computer systems; system interruptions or failures, including complications with our enterprise resource planning system, cybersecurity breaches, identity theft or other disruptions that could compromise our information; our failure to establish and maintain effective internal control over financial reporting; restrictions on the availability of our customers to obtain water essential to the drilling and hydraulic fracturing processes; changes in legislation or regulation governing the oil and natural gas industry, including restrictions on emissions of greenhouse gases; our inability to meet regulatory requirements for use of certain chemicals by our tracer diagnostics business; the reduction in our ABL Facility borrowing base or our inability to comply with the covenants in our debt agreements; and our inability to obtain sufficient liquidity on reasonable terms, or at all and other factors discussed or referenced in our filings made from time to time with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Contact

Mike Morrison
Chief Financial Officer and Treasurer
(281) 453-2222
IR@ncsmultistage.com

NCS MULTISTAGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Revenues
Product sales	$	31,675		$	27,286		$	82,455		$	76,149
Services		12,331			10,993			35,099			31,075
Total revenues		44,006			38,279			117,554			107,224
Cost of sales
Cost of product sales, exclusive of depreciation and amortization expense shown below		19,408			17,118			51,309			47,945
Cost of services, exclusive of depreciation and amortization expense shown below		6,066			5,449			18,171			16,564
Total cost of sales, exclusive of depreciation and amortization expense shown below		25,474			22,567			69,480			64,509
Selling, general and administrative expenses		14,139			12,669			42,789			43,297
Depreciation		1,188			1,001			3,395			2,892
Amortization		168			168			502			502
Income (loss) from operations		3,037			1,874			1,388			(3,976	)
Other income (expense)
Interest expense, net		(108	)		(27	)		(323	)		(447	)
Provision for litigation, net of recoveries		—			(98	)		—			(42,498	)
Other income, net		1,523			1,983			4,863			3,753
Foreign currency exchange gain (loss), net		217			(157	)		(788	)		(79	)
Total other income (expense)		1,632			1,701			3,752			(39,271	)
Income (loss) before income tax		4,669			3,575			5,140			(43,247	)
Income tax (benefit) expense		(35	)		(537	)		722			(287	)
Net income (loss)		4,704			4,112			4,418			(42,960	)
Net income (loss) attributable to non-controlling interest		557			(296	)		1,296			(168	)
Net income (loss) attributable to NCS Multistage Holdings, Inc.	$	4,147		$	4,408		$	3,122		$	(42,792	)
Earnings (loss) per common share
Basic earnings (loss) per common share attributable to NCS Multistage Holdings, Inc.	$	1.63		$	1.78		$	1.23		$	(17.33	)
Diluted earnings (loss) per common share attributable to NCS Multistage Holdings, Inc.	$	1.60		$	1.77		$	1.21		$	(17.33	)
Weighted average common shares outstanding
Basic		2,548			2,479			2,535			2,469
Diluted		2,588			2,489			2,571			2,469

NCS MULTISTAGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS*
(In thousands, except share data)
(Unaudited)

	September 30,			December 31,
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	15,330		$	16,720
Accounts receivable—trade, net		36,652			23,981
Inventories, net		41,199			41,612
Prepaid expenses and other current assets		1,996			1,862
Other current receivables		4,276			4,042
Insurance receivable		—			15,000
Total current assets		99,453			103,217
Noncurrent assets
Property and equipment, net		22,656			23,336
Goodwill		15,222			15,222
Identifiable intangibles, net		3,905			4,407
Operating lease assets		3,644			4,847
Deposits and other assets		777			937
Deferred income taxes, net		186			66
Total noncurrent assets		46,390			48,815
Total assets	$	145,843		$	152,032
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable—trade	$	7,512		$	6,227
Accrued expenses		6,874			3,702
Income taxes payable		713			364
Operating lease liabilities		1,388			1,583
Accrual for legal contingencies		—			15,000
Current maturities of long-term debt		2,111			1,812
Other current liabilities		3,511			3,370
Total current liabilities		22,109			32,058
Noncurrent liabilities
Long-term debt, less current maturities		6,525			6,344
Operating lease liabilities, long-term		2,588			3,775
Other long-term liabilities		200			213
Deferred income taxes, net		311			249
Total noncurrent liabilities		9,624			10,581
Total liabilities		31,733			42,639
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at September 30, 2024 and December 31, 2023		—			—
Common stock, $0.01 par value, 11,250,000 shares authorized, 2,557,648 shares issued and 2,502,680 shares outstanding at September 30, 2024 and 2,482,796 shares issued and 2,443,744 shares outstanding at December 31, 2023		26			25
Additional paid-in capital		446,721			444,638
Accumulated other comprehensive loss		(86,300	)		(85,752	)
Retained deficit		(262,495	)		(265,617	)
Treasury stock, at cost, 54,968 shares at September 30, 2024 and 39,052 shares at December 31, 2023		(1,913	)		(1,676	)
Total stockholders’ equity		96,039			91,618
Non-controlling interest		18,071			17,775
Total equity		114,110			109,393
Total liabilities and stockholders’ equity	$	145,843		$	152,032

_____________________
* Preliminary

NCS MULTISTAGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Nine Months Ended
	September 30,
	2024			2023
Cash flows from operating activities
Net income (loss)	$	4,418		$	(42,960	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		3,897			3,394
Amortization of deferred loan costs		155			153
Share-based compensation		3,403			4,198
Provision for inventory obsolescence		945			256
Deferred income tax expense		3			147
Gain on sale of property and equipment		(363	)		(423	)
Provision for credit losses		44			112
Provision for litigation, net of recoveries		—			42,498
Net foreign currency unrealized loss (gain)		855			(127	)
Proceeds from note receivable		61			338
Changes in operating assets and liabilities:
Accounts receivable—trade		(13,050	)		(2,847	)
Inventories, net		(1,210	)		(6,356	)
Prepaid expenses and other assets		821			544
Accounts payable—trade		1,124			2,894
Accrued expenses		3,224			(1,025	)
Other liabilities		(2,433	)		(2,023	)
Income taxes receivable/payable		188			(219	)
Net cash provided by (used in) operating activities		2,082			(1,446	)
Cash flows from investing activities
Purchases of property and equipment		(1,083	)		(1,704	)
Purchase and development of software and technology		(70	)		(263	)
Proceeds from sales of property and equipment		421			454
Net cash used in investing activities		(732	)		(1,513	)
Cash flows from financing activities
Payments on finance leases		(1,442	)		(1,159	)
Line of credit borrowings		3,062			11,702
Payments of line of credit borrowings		(3,062	)		(11,758	)
Treasury shares withheld		(237	)		(265	)
Distribution to noncontrolling interest		(1,000	)		—
Net cash used in financing activities		(2,679	)		(1,480	)
Effect of exchange rate changes on cash and cash equivalents		(61	)		(397	)
Net change in cash and cash equivalents		(1,390	)		(4,836	)
Cash and cash equivalents beginning of period		16,720			16,234
Cash and cash equivalents end of period	$	15,330		$	11,398
Noncash investing and financing activities
Assets obtained in exchange for new finance lease liabilities	$	2,145		$	1,665
Assets obtained in exchange for new operating lease liabilities	$	—		$	1,791

NCS MULTISTAGE HOLDINGS, INC.
REVENUES BY GEOGRAPHIC AREA
(In thousands)
(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
United States
Product sales	$	9,489	$	5,200	$	25,806	$	20,202
Services		1,645		2,812		7,130		8,511
Total United States		11,134		8,012		32,936		28,713
Canada
Product sales		22,140		21,531		53,078		54,062
Services		6,725		6,613		19,514		19,074
Total Canada		28,865		28,144		72,592		73,136
Other Countries
Product sales		46		555		3,571		1,885
Services		3,961		1,568		8,455		3,490
Total other countries		4,007		2,123		12,026		5,375
Total
Product sales		31,675		27,286		82,455		76,149
Services		12,331		10,993		35,099		31,075
Total revenues	$	44,006	$	38,279	$	117,554	$	107,224

NCS MULTISTAGE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)
(Unaudited)

Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Diluted Share, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital (our “non-GAAP financial measures”) are not defined under generally accepted accounting principles (“GAAP”), are not measures of net income (loss), income (loss) from operations, gross profit and gross margin (inclusive of DD&A), cash provided by (used in) operating activities, working capital or any other performance measure derived in accordance with GAAP, and are subject to important limitations. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies in our industry and are not measures of performance calculated in accordance with GAAP. Our non-GAAP financial measures have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our financial performance as reported under GAAP, and they should not be considered as alternatives to net income (loss), income (loss) from operations, gross profit, gross margin, cash provided by (used in) operating activities, working capital or any other performance measures derived in accordance with GAAP as measures of operating performance or as alternatives to cash flow from operating activities as measures of our liquidity.

However, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Diluted Share, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital are key metrics that management uses to assess the period-to-period performance of our core business operations or metrics that enable investors to assess our performance from period to period to evaluate our performance relative to other companies that are not subject to such factors, or who may provide similar non-GAAP measures in their public disclosures.

The tables below set forth reconciliations of our non-GAAP financial measures to the most directly comparable measures of financial performance calculated under GAAP:

NET WORKING CAPITAL*

Net working capital is defined as total current assets, excluding cash and cash equivalents, minus total current liabilities, excluding current maturities of long-term debt. Net working capital excludes cash and cash equivalents and current maturities of long-term debt in order to evaluate the investments in working capital that we believe are required to support our business. We believe that net working capital is useful in analyzing the cash flow and working capital needs of the Company, including determining the efficiencies of our operations and our ability to readily convert assets into cash.

	September 30,			December 31,
	2024			2023
Working capital	$	77,344		$	71,159
Cash and cash equivalents		(15,330	)		(16,720	)
Current maturities of long term debt		2,111			1,812
Net working capital	$	64,125		$	56,251

_____________________
*Preliminary

NCS MULTISTAGE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)
(Unaudited)

ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN

Adjusted gross profit is defined as total revenues minus cost of sales, exclusive of depreciation and amortization expense, which we present as a separate line item in our statement of operations. Adjusted gross margin represents adjusted gross profit as a percentage of total revenues.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Total revenues	$	44,006		$	38,279		$	117,554		$	107,224
Total cost of sales, exclusive of depreciation and amortization expense		25,474			22,567			69,480			64,509
Total depreciation and amortization associated with cost of sales		699			558			1,968			1,601
Gross Profit	$	17,833		$	15,154		$	46,106		$	41,114
Gross Margin		41	%		40	%		39	%		38	%
Exclude total depreciation and amortization associated with cost of sales		(699	)		(558	)		(1,968	)		(1,601	)
Adjusted Gross Profit	$	18,532		$	15,712		$	48,074		$	42,715
Adjusted Gross Margin		42	%		41	%		41	%		40	%

ADJUSTED NET INCOME (LOSS) AND ADJUSTED EARNINGS (LOSS) PER DILUTED SHARE

Adjusted net income (loss) is defined as net income (loss) attributable to NCS Multistage Holdings, Inc. adjusted to exclude certain items which we believe are not reflective of ongoing performance. Adjusted income (loss) per diluted share is defined as adjusted net income (loss) divided by our diluted weighted average common shares outstanding during the relevant period.

	Three Months Ended										Nine Months Ended
	September 30, 2024						September 30, 2023				September 30, 2024						September 30, 2023
	Effect on Net Income			Impact on Diluted Earnings Per Share			Effect on Net Income		Impact on Diluted Earnings Per Share		Effect on Net Income			Impact on Diluted Earnings Per Share			Effect on Net (Loss) Income			Impact on Diluted (Loss) Earnings Per Share
Net income (loss) attributable to NCS Multistage Holdings, Inc.	$	4,147		$	1.60		$	4,408	$	1.77	$	3,122		$	1.21		$	(42,792	)	$	(17.33	)
Adjustments
Provision for litigation, net of recoveries (a)		—			—			98		0.04		—			—			42,498			17.21
Foreign currency exchange (gain) loss (b)		(262	)		(0.10	)		237		0.10		679			0.26			132			0.06
Income tax impact from adjustments (c)		2			—			1		—		(90	)		(0.03	)		303			0.12
Adjusted net income attributable to NCS Multistage Holdings, Inc.	$	3,887		$	1.50		$	4,744	$	1.91	$	3,711		$	1.44		$	141		$	0.06

__________________

(a)	Represents litigation provision primarily associated with a legal matter in Texas for the nine months ended September 30, 2023. In December 2023, we settled the matter where the insurance carrier agreed to pay the mutually-agreed settlement amounts to the plaintiff in January 2024, resulting in no cash payments by NCS.
(b)	Represents realized and unrealized foreign currency exchange gains and losses attributable to NCS Multistage Holdings, Inc. primarily due to movement in the foreign currency exchange rates during the applicable periods.
(c)	Represents income tax impacts based on applicable effective tax rates.

NCS MULTISTAGE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)

EBITDA, ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN, AND ADJUSTED EBITDA LESS SHARE-BASED COMPENSATION

EBITDA is defined as net income (loss) before interest expense, net, income tax expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items which we believe are not reflective of ongoing operating performance or which, in the case of share-based compensation, is non-cash in nature. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues. Adjusted EBITDA Less Share-Based Compensation is defined as Adjusted EBITDA minus share-based compensation expense. We believe that Adjusted EBITDA is an important measure that excludes costs that management believes do not reflect our ongoing operating performance, legal proceedings for intellectual property as further described below, and certain costs associated with our capital structure. We believe that Adjusted EBITDA Less Share-Based Compensation presents our financial performance in a manner that is comparable to the presentation provided by many of our peers.

We periodically incur legal costs associated with the assertion of, or defense of, intellectual property, which we exclude from our definition of Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation, unless we believe that settlement will occur prior to any material legal spend (included in the table below as “Professional Fees”). Although these costs may recur between periods, depending on legal matters then outstanding or in process, we believe the timing of when these costs are incurred does not typically match the settlement or recoveries associated with such matters, and therefore, can distort our operating results. Similarly, we exclude from Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation the one-time settlement or recovery payment associated with these excluded legal matters when realized but would not exclude any go forward royalties or payments, if applicable. We expect to continue to incur these legal costs for current matters under appeal and for any future cases that may go to trial, provided that the amount will vary by period.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Net income (loss)	$	4,704		$	4,112		$	4,418		$	(42,960	)
Income tax (benefit) expense		(35	)		(537	)		722			(287	)
Interest expense, net		108			27			323			447
Depreciation		1,188			1,001			3,395			2,892
Amortization		168			168			502			502
EBITDA		6,133			4,771			9,360			(39,406	)
Provision for litigation, net of recoveries (a)		—			98			—			42,498
Share-based compensation (b)		651			1,328			2,084			3,285
Professional fees (c)		333			(375	)		1,263			1,286
Foreign currency exchange (gain) loss (d)		(217	)		157			788			79
Severance and other termination benefits (e)		—			671			—			980
Other (f)		175			145			573			698
Adjusted EBITDA	$	7,075		$	6,795		$	14,068		$	9,420
Adjusted EBITDA Margin		16	%		18	%		12	%		9	%
Adjusted EBITDA Less Share-Based Compensation	$	6,424		$	5,467		$	11,984		$	6,135

___________________

(a)	Represents litigation provision primarily associated with a legal matter in Texas. See footnote (a) in the “Adjusted Net Income (Loss) and Adjusted Earnings (Loss) per Diluted Share” table above for more information.
(b)	Represents non-cash compensation charges related to share-based compensation granted to our officers, employees and directors.
(c)	Represents non-capitalizable costs of professional services primarily incurred or reversed in connection with our legal proceedings associated with the assertion of, or defense of, intellectual property as further described above as well as the cost incurred for the evaluation of potential strategic transactions.
(d)	Represents realized and unrealized foreign currency exchange gains and losses primarily due to movement in the foreign currency exchange rates during the applicable periods.
(e)	Represents certain expenses associated with consolidations of our tracer diagnostics business operations and Repeat Precision’s manufacturing operations in Mexico.
(f)	Represents the impact of a research and development subsidy that is included in income tax expense in accordance with GAAP along with other charges and credits.

NCS MULTISTAGE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)

FREE CASH FLOW AND FREE CASH FLOW LESS DISTRIBUTIONS TO NON-CONTROLLING INTEREST

Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment (inclusive of the purchase and development of software and technology) plus proceeds from sales of property and equipment, as presented in our consolidated statement of cash flows. We define free cash flow less distributions to non-controlling interest as free cash flow less amounts reported in the financing activities section of the statement of cash flows as distributions to non-controlling interest. We believe free cash flow is useful because it provides information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures and other investment needs. We believe that free cash flow less distributions to non-controlling interest is useful because it provides information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures, other investment needs, and cash distributions to our joint venture partner.

	Nine Months Ended
	September 30,
	2024			2023
Net cash provided by (used in) operating activities	$	2,082		$	(1,446	)
Purchases of property and equipment		(1,083	)		(1,704	)
Purchase and development of software and technology		(70	)		(263	)
Proceeds from sales of property and equipment		421			454
Free cash flow	$	1,350		$	(2,959	)
Distributions to non-controlling interest		(1,000	)		—
Free cash flow less distributions to non-controlling interest	$	350		$	(2,959	)

MIL-OSI: SEACOR Marine Announces Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

HOUSTON, Oct. 30, 2024 (GLOBE NEWSWIRE) — SEACOR Marine Holdings Inc. (NYSE: SMHI) (the “Company” or “SEACOR Marine”), a leading provider of marine and support transportation services to offshore energy facilities worldwide, today announced results for its third quarter ended September 30, 2024.

SEACOR Marine’s consolidated operating revenues for the third quarter of 2024 were $68.9 million, operating loss was $6.5 million, and direct vessel profit (“DVP”)⁽¹⁾ was $16.0 million. This compares to consolidated operating revenues of $76.9 million, operating income of $9.8 million, and DVP of $36.8 million in the third quarter of 2023, and consolidated operating revenues of $69.9 million, operating loss of $3.9 million, and DVP of $20.3 million in the second quarter of 2024.

Notable third quarter items include:

10.4% decrease in revenues from the third quarter of 2023 and a 1.4% decrease from the second quarter of 2024.
Average day rates of $18,879, a 4.6% increase from the third quarter of 2023, and a 1.4% decrease from the second quarter of 2024.
67% utilization, a decrease from 73% in the third quarter of 2023 and a decrease from 69% in the second quarter of 2024.
DVP margin of 23.2%, a decrease from 47.8% in the third quarter of 2023 and a decrease from 29.1% in the second quarter of 2024, due in part to $8.3 million of drydocking and major repairs during the quarter compared to $2.0 million in the third quarter of 2023 and $8.5 million in the second quarter of 2024, all of which are expensed as incurred.

For the third quarter of 2024, net loss was $16.3 million ($0.59 loss per basic and diluted share). This compares to a net loss for the third quarter of 2023 of $0.9 million ($0.03 loss per basic and diluted share). Sequentially, the third quarter 2024 results compare to a net loss of $12.5 million ($0.45 earnings per basic and diluted share) in the second quarter of 2024.

Chief Executive Officer John Gellert commented:

“The third quarter results reflect overall lower utilization driven by our heavy 2024 maintenance schedule and softer than expected demand during the quarter, particularly in the U.S. Gulf of Mexico and the North Sea markets. While we made progress in remarketing and repositioning our available tonnage, these efforts reduced the utilization of these vessels during the quarter. Our utilization figures were also affected by continuing work on drydockings and major repairs, some of which experienced additional delays as a result of ongoing shipyard and vendor capacity issues. We continue to see challenges as shipyards and other vendors expand their support teams, expertise and production capacity to respond to demand growth. In addition to lower utilization, these results also reflect higher operating expenses, driven mostly by 9.9% higher crewing costs and 30.0% higher maintenance costs relative to the year to date third quarter of 2023, both of which we attribute primarily to increased industry demand and vendor capacity constraints. Nevertheless, our average day rates held steady and we continued to add charters that will contribute improvements to our utilization, with contracted revenue backlog, including options, in excess of $360.0 million.

In the near term, one of our premium liftboats located in the U.S. Gulf of Mexico will return to work in early November after being in the shipyard for maintenance since April. We are also seeing a stronger volume of inquiries for decommissioning work for our liftboats in the 2025-2026 timeframe, which is coming from both the U.S. Gulf of Mexico as well as international markets. We own one of the youngest and most fuel efficient and versatile fleets of offshore vessels in the world. Although demand for our services remains highly correlated to the underlying commodity prices, which have been very volatile during 2024, we are well positioned to capture attractive opportunities servicing offshore energy.”
___________________

(1)

Direct vessel profit (defined as operating revenues less operating costs and expenses, “DVP”) is the Company’s measure of segment profitability. DVP is a critical financial measure used by the Company to analyze and compare the operating performance of its regions, without regard to financing decisions (depreciation and interest expense for owned vessels vs. lease expense for lease vessels). DVP is also useful when comparing the Company’s global fleet performance against those of our competitors who may have differing fleet financing structures. DVP has material limitations as an analytical tool in that it does not reflect all of the costs associated with the ownership and operation of our fleet, and it should not be considered in isolation or used as a substitute for our results as reported under GAAP. See page 4 for reconciliation of DVP to GAAP Operating Income (Loss), its most comparable GAAP measure.

SEACOR Marine provides global marine and support transportation services to offshore energy facilities worldwide. SEACOR Marine operates and manages a diverse fleet of offshore support vessels that deliver cargo and personnel to offshore installations, including offshore wind farms; assist offshore operations for production and storage facilities; provide construction, well work-over, offshore wind farm installation and decommissioning support; carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair; and handle anchors and mooring equipment for offshore rigs and platforms. Additionally, SEACOR Marine’s vessels provide emergency response services and accommodations for technicians and specialists.

Certain statements discussed in this release as well as in other reports, materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by the management of the Company. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, many of which are beyond the Company’s control and are described in the Company’s filings with the SEC. It should be understood that it is not possible to predict or identify all such factors. Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

Please visit SEACOR Marine’s website at www.seacormarine.com for additional information.
For all other requests, contact InvestorRelations@seacormarine.com

SEACOR MARINE HOLDINGS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (in thousands, except share data)
	Three Months Ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Operating Revenues	$	68,916		$	76,900		$	201,553		$	206,428
Costs and Expenses:
Operating		52,907			40,142			150,526			116,381
Administrative and general		11,019			12,300			33,825			37,636
Lease expense		364			651			1,331			2,069
Depreciation and amortization		12,928			13,462			38,749			40,799
		77,218			66,555			224,431			196,885
Gains (Losses) on Asset Dispositions and Impairments, Net		1,821			(512	)		1,857			3,352
Operating (Loss) Income		(6,481	)		9,833			(21,021	)		12,895
Other Income (Expense):
Interest income		358			340			1,396			1,222
Interest expense		(10,127	)		(9,536	)		(30,626	)		(27,060	)
Loss on debt extinguishment		—			(2,004	)		—			(2,004	)
Derivative gains (losses), net		67			—			(372	)		—
Foreign currency (losses) gains, net		(1,717	)		571			(2,357	)		(857	)
Other, net		29			—			(66	)		—
		(11,390	)		(10,629	)		(32,025	)		(28,699	)
Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies		(17,871	)		(796	)		(53,046	)		(15,804	)
Income Tax (Benefit) Expense		(513	)		2,360			(270	)		2,421
Loss Before Equity in Earnings of 50% or Less Owned Companies		(17,358	)		(3,156	)		(52,776	)		(18,225	)
Equity in Earnings of 50% or Less Owned Companies		1,012			2,273			878			3,182
Net Loss	$	(16,346	)	$	(883	)	$	(51,898	)	$	(15,043	)

Net Loss Per Share:
Basic	$	(0.59	)	$	(0.03	)	$	(1.88	)	$	(0.56	)
Diluted	$	(0.59	)	$	(0.03	)	$	(1.88	)	$	(0.56	)
Weighted Average Common Stock and Warrants Outstanding:
Basic		27,772,733			27,181,754			27,615,699			27,048,656
Diluted		27,772,733			27,181,754			27,615,699			27,048,656

SEACOR MARINE HOLDINGS INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (in thousands, except statistics and per share data)
				Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
Time Charter Statistics:
Average Rates Per Day	$	18,879		$	19,141		$	19,042		$	18,031		$	18,046
Fleet Utilization		67	%		69	%		62	%		71	%		73	%
Fleet Available Days⁽²⁾		5,026			4,994			5,005			5,170			5,182
Operating Revenues:
Time charter	$	63,313		$	65,649		$	59,263		$	66,498		$	68,668
Bareboat charter		372			364			364			368			368
Other marine services		5,231			3,854			3,143			6,217			7,864
		68,916			69,867			62,770			73,083			76,900
Costs and Expenses:
Operating:
Personnel		21,940			21,566			21,670			22,080			19,943
Repairs and maintenance		9,945			10,244			9,763			7,604			7,418
Drydocking		6,068			6,210			6,706			2,561			1,768
Insurance and loss reserves		2,584			3,099			1,738			2,944			1,833
Fuel, lubes and supplies		6,574			3,966			4,523			3,683			5,047
Other		5,796			4,435			3,699			4,397			4,133
		52,907			49,520			48,099			43,269			40,142
Direct Vessel Profit⁽¹⁾		16,009			20,347			14,671			29,814			36,758
Other Costs and Expenses:
Lease expense		364			486			481			679			651
Administrative and general		11,019			10,889			11,917			11,547			12,300
Depreciation and amortization		12,928			12,939			12,882			13,022			13,462
		24,311			24,314			25,280			25,248			26,413
Gains (Losses) on Asset Dispositions and Impairments, Net		1,821			37			(1	)		18,057			(512	)
Operating (Loss) Income		(6,481	)		(3,930	)		(10,610	)		22,623			9,833
Other Income (Expense):
Interest income		358			445			593			222			340
Interest expense		(10,127	)		(10,190	)		(10,309	)		(10,444	)		(9,536	)
Derivative gains (losses), net		67			104			(543	)		608			—
Loss on debt extinguishment		—			—			—			—			(2,004	)
Foreign currency (losses) gains, net		(1,717	)		(560	)		(80	)		(1,276	)		571
Other, net		29			—			(95	)		—			—
		(11,390	)		(10,201	)		(10,434	)		(10,890	)		(10,629	)
(Loss) Income Before Income Tax (Benefit) Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies		(17,871	)		(14,131	)		(21,044	)		11,733			(796	)
Income Tax (Benefit) Expense		(513	)		(682	)		925			6,378			2,360
(Loss) Income Before Equity in Earnings (Losses) of 50% or Less Owned Companies		(17,358	)		(13,449	)		(21,969	)		5,355			(3,156	)
Equity in Earnings (Losses) of 50% or Less Owned Companies		1,012			966			(1,100	)		374			2,273
Net (Loss) Income	$	(16,346	)	$	(12,483	)	$	(23,069	)	$	5,729		$	(883	)

Net (Loss) Earnings Per Share:
Basic	$	(0.59	)	$	(0.45	)	$	(0.84	)	$	0.21		$	(0.03	)
Diluted	$	(0.59	)	$	(0.45	)	$	(0.84	)	$	0.20		$	(0.03	)
Weighted Average Common Stock and Warrants Outstanding:
Basic		27,773			27,729			27,344			27,182			27,182
Diluted		27,773			27,729			27,344			28,401			27,182
Common Shares and Warrants Outstanding at Period End		28,950			28,941			28,906			28,489			28,481

____________________
(1) See full description of footnote above.
(2) Includes available days for a bareboat charter for one PSV, which has been excluded from days worked and average day rates.

SEACOR MARINE HOLDINGS INC. UNAUDITED DIRECT VESSEL PROFIT (“DVP”) BY SEGMENT (in thousands, except statistics)
	Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
*United States, primarily Gulf of Mexico*
Time Charter Statistics:
Average rates per day worked	$	17,188		$	22,356		$	28,156		$	22,584		$	23,663
Fleet utilization		42	%		37	%		27	%		50	%		57	%
Fleet available days		920			921			927			1,152			1,196
Out-of-service days for repairs, maintenance and drydockings		116			179			137			61			151
Out-of-service days for cold-stacked status⁽²⁾		175			127			182			254			206
Operating Revenues:
Time charter	$	6,593		$	7,697		$	6,957		$	12,929		$	16,236
Other marine services		1,188			480			1,026			5,346			5,478
		7,781			8,177			7,983			18,275			21,714
Direct Costs and Expenses:
Operating:
Personnel		6,297			6,284			5,781			6,906			6,712
Repairs and maintenance		1,655			1,879			1,404			819			1,560
Drydocking		2,615			2,570			1,968			303			462
Insurance and loss reserves		799			943			396			1,297			332
Fuel, lubes and supplies		964			866			667			1,032			958
Other		225			226			(171	)		475			375
		12,555			12,768			10,045			10,832			10,399
Direct Vessel (Loss) Profit⁽¹⁾	$	(4,774	)	$	(4,591	)	$	(2,062	)	$	7,443		$	11,315
Other Costs and Expenses:
Lease expense	$	140		$	141		$	138		$	141		$	116
Depreciation and amortization		3,194			3,194			2,750			3,479			3,810

*Africa and Europe*
Time Charter Statistics:
Average rates per day worked	$	18,875		$	18,580		$	15,197		$	15,233		$	15,388
Fleet utilization		77	%		74	%		76	%		82	%		84	%
Fleet available days		1,990			1,969			1,775			1,748			1,748
Out-of-service days for repairs, maintenance and drydockings		203			203			238			124			111
Out-of-service days for cold-stacked status		58			91			91			92			54
Operating Revenues:
Time charter	$	28,809		$	27,047		$	20,555		$	21,791		$	22,528
Other marine services		3,048			1,028			169			189			1,943
		31,857			28,075			20,724			21,980			24,471
Direct Costs and Expenses:
Operating:
Personnel		6,083			4,969			5,181			6,007			5,089
Repairs and maintenance		3,455			3,161			3,209			2,807			2,214
Drydocking		681			1,226			2,032			1,298			320
Insurance and loss reserves		599			819			334			416			573
Fuel, lubes and supplies		2,514			1,170			1,287			623			2,573
Other		3,975			2,801			2,199			2,267			2,448
		17,307			14,146			14,242			13,418			13,217
Direct Vessel Profit⁽¹⁾	$	14,550		$	13,929		$	6,482		$	8,562		$	11,254
Other Costs and Expenses:
Lease expense	$	75		$	172		$	178		$	289		$	372
Depreciation and amortization		4,540			4,565			3,915			3,747			3,821

____________________
(1) See full description of footnote above.
(2) Includes one liftboat and one FSV cold-stacked in this region as of September 30, 2024.

SEACOR MARINE HOLDINGS INC. UNAUDITED DIRECT VESSEL PROFIT (“DVP”) BY SEGMENT (continued) (in thousands, except statistics)
	Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
*Middle East and Asia*
Time Charter Statistics:
Average rates per day worked	$	17,825		$	17,083		$	16,934		$	17,590		$	16,313
Fleet utilization		71	%		82	%		71	%		69	%		67	%
Fleet available days		1,288			1,296			1,365			1,461			1,472
Out-of-service days for repairs, maintenance and drydockings		229			168			224			360			297
Operating Revenues:
Time charter	$	16,411		$	18,073		$	16,477		$	17,729		$	16,087
Other marine services		375			619			350			539			267
		16,786			18,692			16,827			18,268			16,354
Direct Costs and Expenses:
Operating:
Personnel		5,769			6,930			5,963			5,522			5,157
Repairs and maintenance		3,318			3,443			2,712			2,590			2,623
Drydocking		832			707			1,483			624			1,056
Insurance and loss reserves		927			798			618			1,022			711
Fuel, lubes and supplies		1,043			1,103			1,198			1,242			743
Other		1,131			989			1,000			1,133			943
		13,020			13,970			12,974			12,133			11,233
Direct Vessel Profit⁽¹⁾	$	3,766		$	4,722		$	3,853		$	6,135		$	5,121
Other Costs and Expenses:
Lease expense	$	73		$	71		$	85		$	158		$	59
Depreciation and amortization		3,261			3,247			3,496			3,643			3,721

*Latin America*
Time Charter Statistics:
Average rates per day worked	$	21,984		$	22,437		$	28,308		$	20,745		$	20,656
Fleet utilization		63	%		71	%		58	%		84	%		87	%
Fleet available days⁽²⁾		828			808			938			809			766
Out-of-service days for repairs, maintenance and drydockings		94			41			1			—			67
Operating Revenues:
Time charter	$	11,500		$	12,832		$	15,274		$	14,049		$	13,817
Bareboat charter		372			364			364			368			368
Other marine services		620			1,727			1,598			143			176
		12,492			14,923			17,236			14,560			14,361
Direct Costs and Expenses:
Operating:
Personnel		3,791			3,383			4,745			3,645			2,985
Repairs and maintenance		1,517			1,761			2,438			1,388			1,021
Drydocking		1,940			1,707			1,223			336			(70	)
Insurance and loss reserves		259			539			390			209			217
Fuel, lubes and supplies		2,053			827			1,371			786			773
Other		465			419			671			522			367
		10,025			8,636			10,838			6,886			5,293
Direct Vessel Profit⁽¹⁾	$	2,467		$	6,287		$	6,398		$	7,674		$	9,068
Other Costs and Expenses:
Lease expense	$	76		$	102		$	80		$	91		$	104
Depreciation and amortization		1,933			1,933			2,721			2,153			2,110

_______________
(1) See full description of footnote above.
(2) Includes available days for a bareboat charter for one PSV, which has been excluded from days worked and average day rates.

SEACOR MARINE HOLDINGS INC. UNAUDITED PERFORMANCE BY VESSEL CLASS (in thousands, except statistics)
	Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
*AHTS*
Time Charter Statistics:
Average rates per day worked	$	10,316		$	8,125		$	8,538		$	8,937		$	9,947
Fleet utilization		46	%		49	%		75	%		64	%		50	%
Fleet available days		334			364			364			368			368
Out-of-service days for repairs, maintenance and drydockings		87			29			—			41			111
Out-of-service days for cold-stacked status		58			91			91			92			54
Operating Revenues:
Time charter	$	1,576		$	1,459		$	2,331		$	2,102		$	1,831
Other marine services		13			219			—			6			930
		1,589			1,678			2,331			2,108			2,761
Direct Costs and Expenses:
Operating:
Personnel	$	981		$	1,045		$	1,064		$	944		$	1,019
Repairs and maintenance		239			465			220			612			484
Drydocking		436			280			68			58			747
Insurance and loss reserves		66			97			43			73			88
Fuel, lubes and supplies		90			69			616			375			428
Other		263			230			287			295			378
		2,075			2,186			2,298			2,357			3,144
Other Costs and Expenses:
Lease expense	$	4		$	164		$	171		$	253		$	331
Depreciation and amortization		175			175			175			175			249

*FSV*
Time Charter Statistics:
Average rates per day worked	$	13,102		$	12,978		$	11,834		$	11,841		$	11,441
Fleet utilization		81	%		80	%		72	%		74	%		79	%
Fleet available days		2,024			2,002			2,002			2,105			2,116
Out-of-service days for repairs, maintenance and drydockings		96			128			216			337			227
Out-of-service days for cold-stacked status		83			36			91			92			69
Operating Revenues:
Time charter	$	21,606		$	20,698		$	17,081		$	18,502		$	19,135
Other marine services		1,012			516			126			163			652
		22,618			21,214			17,207			18,665			19,787
Direct Costs and Expenses:
Operating:
Personnel	$	5,637		$	5,829		$	5,649		$	5,320		$	5,144
Repairs and maintenance		4,378			4,572			3,093			2,691			2,787
Drydocking		448			457			1,869			1,710			870
Insurance and loss reserves		532			546			277			507			185
Fuel, lubes and supplies		1,962			993			1,051			1,441			1,501
Other		2,238			1,850			1,649			1,632			1,552
		15,195			14,247			13,588			13,301			12,039
Other Costs and Expenses:
Depreciation and amortization	$	4,744		$	4,746		$	4,744		$	4,879		$	5,002

SEACOR MARINE HOLDINGS INC. UNAUDITED PERFORMANCE BY VESSEL CLASS (continued) (in thousands, except statistics)
	Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
*PSV*
Time Charter Statistics:
Average rates per day worked	$	21,819		$	20,952		$	19,133		$	19,778		$	19,528
Fleet utilization		58	%		66	%		53	%		77	%		78	%
Fleet available days⁽¹⁾		1,932			1,900			1,911			1,902			1,870
Out-of-service days for repairs, maintenance and drydockings		349			291			307			109			110
Operating Revenues:
Time charter	$	24,488		$	26,390		$	19,390		$	29,140		$	28,580
Bareboat charter		372			364			364			368			368
Other marine services		2,855			2,266			416			595			696
		27,715			29,020			20,170			30,103			29,644
Direct Costs and Expenses:
Operating:
Personnel	$	9,360		$	8,979		$	8,850		$	9,017		$	8,793
Repairs and maintenance		3,798			3,151			4,393			3,520			2,504
Drydocking		2,629			2,616			3,386			472			232
Insurance and loss reserves		636			1,037			395			690			682
Fuel, lubes and supplies		3,594			1,575			1,889			1,027			2,352
Other		2,821			1,850			1,395			1,922			1,761
		22,838			19,208			20,308			16,648			16,324
Other Costs and Expenses:
Lease expense	$	(3	)	$	3		$	—		$	—		$	—
Depreciation and amortization		4,117			4,128			4,073			4,073			4,073

___________________
(1) Includes available days for a bareboat charter for one PSV, which has been excluded from days worked and average day rates.

SEACOR MARINE HOLDINGS INC. UNAUDITED PERFORMANCE BY VESSEL CLASS (continued) (in thousands, except statistics)
	Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
*Liftboats*
Time Charter Statistics:
Average rates per day worked	$	36,423		$	43,204		$	53,506		$	40,181		$	39,419
Fleet utilization		58	%		54	%		53	%		52	%		59	%
Fleet available days		736			728			728			795			828
Out-of-service days for repairs, maintenance and drydockings		109			143			78			60			111
Out-of-service days for cold-stacked status		92			91			91			162			137
Operating Revenues:
Time charter	$	15,643		$	17,102		$	20,461		$	16,754		$	19,122
Other marine services		1,142			666			1,772			4,666			4,710
		16,785			17,768			22,233			21,420			23,832
Direct Costs and Expenses:
Operating:
Personnel	$	5,926		$	6,842		$	6,140		$	5,316		$	4,983
Repairs and maintenance		1,531			2,054			2,035			769			1,643
Drydocking		2,555			2,857			1,383			321			(81	)
Insurance and loss reserves		1,334			1,482			1,282			1,554			1,148
Fuel, lubes and supplies		928			1,329			967			838			766
Other		473			519			343			531			445
		12,747			15,083			12,150			9,329			8,904
Other Costs and Expenses:
Depreciation and amortization		3,866			3,865			3,866			3,867			4,099

*Other Activity*
Operating Revenues:
Other marine services	$	209		$	187		$	829		$	787		$	876
		209			187			829			787			876
Direct Costs and Expenses:
Operating:
Personnel	$	36		$	(1,129	)	$	(33	)	$	1,483		$	4
Repairs and maintenance		(1	)		2			22			12			—
Insurance and loss reserves		16			(63	)		(259	)		120			(270	)
Fuel, lubes and supplies		—			—			—			2			—
Other		1			(14	)		25			17			(3	)
		52			(1,204	)		(245	)		1,634			(269	)
Other Costs and Expenses:
Lease expense	$	363		$	319		$	310		$	426		$	320
Depreciation and amortization		26			25			24			28			39

SEACOR MARINE HOLDINGS INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	35,601		$	40,605		$	59,593		$	67,455		$	55,840
Restricted cash		2,263			2,255			2,566			16,676			2,796
Receivables:
Trade, net of allowance for credit loss		76,497			70,770			58,272			63,728			63,246
Other		7,841			6,210			12,210			11,049			8,662
Tax receivable		983			983			983			983			445
Inventories		3,139			3,117			2,516			1,609			1,738
Prepaid expenses and other		4,840			5,659			3,425			2,686			2,957
Assets held for sale		—			500			500			500			6,093
Total current assets		131,164			130,099			140,065			164,686			141,777
Property and Equipment:
Historical cost		921,445			921,443			919,139			918,823			936,520
Accumulated depreciation		(362,604	)		(349,799	)		(337,001	)		(324,141	)		(318,549	)
		558,841			571,644			582,138			594,682			617,971
Construction in progress		11,935			11,518			13,410			10,362			9,413
Net property and equipment		570,776			583,162			595,548			605,044			627,384
Right-of-use asset – operating leases		3,575			3,683			3,988			4,291			4,907
Right-of-use asset – finance leases		19			28			29			37			45
Investments, at equity, and advances to 50% or less owned companies		2,046			2,641			3,122			4,125			3,857
Other assets		1,864			1,953			2,094			2,153			2,095
Total assets	$	709,444		$	721,566		$	744,846		$	780,336		$	780,065
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of operating lease liabilities	$	494		$	861		$	1,285		$	1,591		$	1,856
Current portion of finance lease liabilities		17			26			33			35			35
Current portion of long-term debt		28,605			28,605			28,605			28,365			28,005
Accounts payable		22,744			17,790			23,453			27,562			32,468
Other current liabilities		28,808			23,795			21,067			19,533			21,340
Total current liabilities		80,668			71,077			74,443			77,086			83,704
Long-term operating lease liabilities		3,221			3,276			3,390			3,529			3,571
Long-term finance lease liabilities		4			5			—			6			15
Long-term debt		272,325			277,740			281,989			287,544			291,843
Deferred income taxes		26,802			30,083			33,873			35,718			33,078
Deferred gains and other liabilities		1,416			1,447			2,285			2,229			2,217
Total liabilities		384,436			383,628			395,980			406,112			414,428
Equity:
SEACOR Marine Holdings Inc. stockholders’ equity:
Common stock		287			286			286			280			280
Additional paid-in capital		477,661			476,020			474,433			472,692			471,158
Accumulated deficit		(154,374	)		(138,028	)		(125,609	)		(102,425	)		(108,154	)
Shares held in treasury		(8,110	)		(8,110	)		(8,071	)		(4,221	)		(4,221	)
Accumulated other comprehensive income, net of tax		9,223			7,449			7,506			7,577			6,253
		324,687			337,617			348,545			373,903			365,316
Noncontrolling interests in subsidiaries		321			321			321			321			321
Total equity		325,008			337,938			348,866			374,224			365,637
Total liabilities and equity	$	709,444		$	721,566		$	744,846		$	780,336		$	780,065

SEACOR MARINE HOLDINGS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
				Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
Cash Flows from Operating Activities:
Net (Loss) Income	$	(16,346	)	$	(12,483	)	$	(23,069	)	$	5,729		$	(883	)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization		12,928			12,939			12,882			13,022			13,462
Deferred financing costs amortization		298			297			295			279			459
Stock-based compensation expense		1,604			1,587			1,645			1,510			1,540
Debt discount amortization		2,061			1,993			1,926			1,862			1,714
Allowance for credit losses		101			39			3			266			594
(Gain) loss from equipment sales, retirements or impairments		(1,821	)		(37	)		1			(18,057	)		512
Losses on debt extinguishment		—			—			—			—			177
Derivative (gains) losses		(67	)		(104	)		543			(608	)		—
Interest on finance lease		—			1			—			1			59
Settlements on derivative transactions, net		—			—			164			—			197
Currency losses (gains)		1,717			560			80			1,276			(571	)
Deferred income taxes		(3,281	)		(3,790	)		(1,845	)		2,640			(960	)
Equity (earnings) losses		(1,012	)		(966	)		1,100			(374	)		(2,273	)
Dividends received from equity investees		1,498			1,418			—			166			1,031
Changes in Operating Assets and Liabilities:
Accounts receivables		(7,411	)		(6,928	)		4,291			(3,472	)		(747	)
Other assets		1,032			(2,395	)		(1,290	)		733			493
Accounts payable and accrued liabilities		9,325			(4,378	)		(3,895	)		(6,456	)		(7,705	)
Net cash provided by (used in) operating activities		626			(12,247	)		(7,169	)		(1,483	)		7,099
Cash Flows from Investing Activities:
Purchases of property and equipment		(210	)		(658	)		(3,416	)		(3,644	)		(6,455	)
Proceeds from disposition of property and equipment		2,331			86			—			36,692			—
Net investing activities in property and equipment		2,121			(572	)		(3,416	)		33,048			(6,455	)
Principal payments on notes due from others		—			—			—			—			5,000
Net cash provided by (used in) investing activities		2,121			(572	)		(3,416	)		33,048			(1,455	)
Cash Flows from Financing Activities:
Payments on long-term debt		(7,770	)		(6,533	)		(7,530	)		(6,173	)		(4,901	)
Payments on debt extinguishment		—			—			—			—			(104,832	)
Payments on debt extinguishment cost		—			—			—			—			(1,827	)
Proceeds from issuance of long-term debt, net of issue costs		—			—			—			87			121,207
Payments on finance leases		(10	)		(9	)		(9	)		(9	)		(204	)
Proceeds from issuance of common stock, net of issue costs		—			—			—			24			—
Proceeds from exercise of stock options		38			102			—			—			—
Tax withholdings on restricted stock vesting		—			(39	)		(3,850	)		—			—
Net cash (used in) provided by financing activities		(7,742	)		(6,479	)		(11,389	)		(6,071	)		9,443
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents		(1	)		(1	)		2			1			3
Net Change in Cash, Restricted Cash and Cash Equivalents		(4,996	)		(19,299	)		(21,972	)		25,495			15,090
Cash, Restricted Cash and Cash Equivalents, Beginning of Period		42,860			62,159			84,131			58,636			43,546
Cash, Restricted Cash and Cash Equivalents, End of Period	$	37,864		$	42,860		$	62,159		$	84,131		$	58,636

SEACOR MARINE HOLDINGS INC. UNAUDITED FLEET COUNTS
	Owned		Leased-in		Managed		Total
September 30, 2024
AHTS		2		1		—		3
FSV		22		—		1		23
PSV		21		—		—		21
Liftboats		8		—		—		8
		53		1		1		55
December 31, 2023
AHTS		3		1		—		4
FSV		22		—		3		25
PSV		21		—		—		21
Liftboats		8		—		—		8
		54		1		3		58

MIL-OSI: Nokia Corporation: Repurchase of own shares on 30.10.2024

Source: GlobeNewswire (MIL-OSI)

Nokia Corporation
Stock Exchange Release
30 October 2024 at 22:30 EET

Nokia Corporation: Repurchase of own shares on 30.10.2024

Espoo, Finland – On 30 October 2024 Nokia Corporation (LEI: 549300A0JPRWG1KI7U06) has acquired its own shares (ISIN FI0009000681) as follows:

Trading venue (MIC Code)	Number of shares	Weighted average price / share, EUR*
XHEL	1,347,700	4.45
CEUX	200,000	4.45
BATE	–	–
AQEU	–	–
TQEX	–	–
Total	1,547,700	4.45

* Rounded to two decimals

On 25 January 2024, Nokia announced that its Board of Directors is initiating a share buyback program to return up to EUR 600 million of cash to shareholders in tranches over a period of two years. The first phase of the share buyback program started on 20 March 2024. On 19 July 2024, Nokia decided to accelerate the share buybacks by increasing the number of shares to be repurchased during the year 2024. The post-increase repurchases in compliance with the Market Abuse Regulation (EU) 596/2014 (MAR), the Commission Delegated Regulation (EU) 2016/1052 and under the authorization granted by Nokia’s Annual General Meeting on 3 April 2024 started on 22 July 2024 and end by 31 December 2024 with a maximum aggregate purchase price of EUR 600 million for all purchases during 2024.

Total cost of transactions executed on 30 October 2024 was EUR 6,883,705. After the disclosed transactions, Nokia Corporation holds 190,407,909 treasury shares.

Details of transactions are included as an appendix to this announcement.

On behalf of Nokia Corporation

BofA Securities Europe SA

About Nokia
At Nokia, we create technology that helps the world act together.

As a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs.

Service providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the digital services and applications of the future.

Inquiries:

Nokia Communications
Phone: +358 10 448 4900
Email: press.services@nokia.com
Maria Vaismaa, Global Head of External Communications

Nokia Investor Relations
Phone: +358 40 803 4080
Email: investor.relations@nokia.com

Attachment

Daily Report 2024-10-30

MIL-OSI: Altair Signs Definitive Agreement with Siemens to be Acquired for $10.6 Billion

Source: GlobeNewswire (MIL-OSI)

TROY, Mich., Oct. 30, 2024 (GLOBE NEWSWIRE) — Altair (Nasdaq: ALTR), a global leader in computational intelligence, today announced that it has entered into a definitive agreement to be acquired by Siemens, a leading technology company focused on industry, infrastructure, mobility, and healthcare. Altair stockholders will receive $113.00 per share in cash, representing an equity value of approximately $10.6 billion. The $113.00 per share cash consideration represents a 19% premium to the closing price of Altair common stock on October 21, 2024, the last trading day prior to media speculation regarding a potential transaction, and a 13% premium to Altair’s unaffected all-time high closing price.

“This acquisition represents the culmination of nearly 40 years in which Altair has grown from a startup in Detroit to a world-class software and technology company. We have added thousands of customers globally in manufacturing, life sciences, energy and financial services, and built an amazing workforce, and innovative culture,” said James Scapa, Altair’s founder and CEO. “We believe this combination of two strongly complementary leaders in the engineering software space brings together Altair’s broad portfolio in simulation, data science, and HPC with Siemens’ strong position in mechanical and EDA design. Siemens’ outstanding technology, strategic customer relationships, and honest, technical culture is an excellent fit for Altair to continue its journey driving innovation with computational intelligence.”

“Acquiring Altair marks a significant milestone for Siemens. This strategic investment aligns with our commitment to accelerate the digital and sustainability transformations of our customers by combining the real and digital worlds. The addition of Altair’s capabilities in simulation, high performance computing, data science, and artificial intelligence together with Siemens Xcelerator will create the world’s most complete AI-powered design and simulation portfolio,” said Roland Busch, President and CEO of Siemens AG. “It is a logical next step: we have been building our leadership in industrial software for the last 15 years, most recently, democratizing the benefits of data and AI for entire industries.”

Approvals and Timing

The transaction, which was unanimously approved by the Altair Board of Directors, is expected to close in the second half of 2025, following the receipt of regulatory approvals, Altair stockholder approval and the satisfaction of customary closing conditions. Upon completion of the transaction, Altair’s common stock will no longer be listed on any public stock exchange.

Third Quarter 2024 Financial Results

In a separate press release, Altair today announced its third quarter fiscal year 2024 financial results. The press release is available on the Investor Relations section of the Company’s website. In light of the announced transaction with Siemens, Altair has cancelled its earnings conference call previously scheduled for 5:00 p.m. ET / 2:00 p.m. PT this afternoon, October 30, 2024.

Advisors

Citi and J.P. Morgan Securities LLC are serving as financial advisors to Altair, and Davis Polk & Wardwell LLP and Lowenstein Sandler LLP are serving as the Company’s legal advisors.

About Altair
Altair is a global leader in computational intelligence that provides software and cloud solutions in simulation, high-performance computing (HPC), data analytics, and AI. Altair enables organizations across all industries to compete more effectively and drive smarter decisions in an increasingly connected world – all while creating a greener, more sustainable future. To learn more, please visit www.altair.com.

About Siemens

Siemens AG (Berlin and Munich) is a leading technology company focused on industry, infrastructure, mobility, and healthcare. The company’s purpose is to create technology to transform the everyday, for everyone. By combining the real and the digital worlds, Siemens empowers customers to accelerate their digital and sustainability transformations, making factories more efficient, cities more livable, and transportation more sustainable. Siemens also owns a majority stake in the publicly listed company, Siemens Healthineers, a leading global medical technology provider shaping the future of healthcare. In fiscal 2023, which ended on September 30, 2023, the Siemens Group generated revenue of €74.9 billion and net income of €8.5 billion. As of September 30, 2023, the company employed around 305,000 people worldwide on the basis of continuing operations. Further information is available on the Internet at www.siemens.com.

Important Information and Where to Find It

This communication relates to a proposed transaction between Altair and Siemens Industry Software Inc. (“Parent”). In connection with this proposed transaction, Altair will file a Current Report on Form 8-K with further information regarding the terms and conditions contained in the definitive transaction agreements and a proxy statement on Schedule 14A or other documents with the United States Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement or other document that Altair may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ALTAIR ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, when available, will be mailed to stockholders of Altair as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by Altair through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Altair will be available free of charge on Altairs internet website at https://investor.altair.com or by contacting Altair’s primary investor relations contact by email at ir@altair.com or by phone at (248) 614-2400.

Participants in Solicitation

Altair, Parent, Siemens AG, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Altair, their ownership of Altair common shares, and Altair’s transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 22, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000095017024018804/altr-20231231.htm), in its proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders in the sections entitled “Corporate Governance Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Transactions with Related Persons”, which was filed with the SEC on April 5, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000119312524087903/d722499ddef14a.htm), certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports on Form 8-K.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, 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.

Forward Looking Statements

This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements regarding the proposed transaction, including the expected timing and closing of the proposed transaction; Altair’s ability to consummate the proposed transaction; the expected benefits of the proposed transaction and other considerations taken into account by the Altair Board of Directors in approving the proposed transaction; the amounts to be received by stockholders and expectations for Altair prior to and following the closing of the proposed transaction, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of Altair based on current expectations and assumptions relating to Altair’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the timing to consummate the proposed transaction, (ii) the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, (iii) the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction, (vi) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of Altair, (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Altair to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, dated October 30, 2024, with Siemens (the “Merger Agreement”), including in circumstances requiring Altair to pay a termination fee, (ix) the risk that competing offers will be made; (x) unexpected costs, charges or expenses resulting from the merger, (xi) potential litigation relating to the merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that Altair’s businesses serve which could have an effect on demand for Altair’s products and impact Altair’s profitability and (xiii) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, raw material pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Altair’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A – Risk Factors of Altair’s Annual Report on Form 10-K for the year ended December 31, 2023 and in Altair’s other filings with the SEC. The list of factors is not intended to be exhaustive.

These forward-looking statements speak only as of the date of this communication, and Altair does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of Altair.

Media Relations
Jennifer Ristic
216-849-3109
jristic@altair.com

Investor Relations
Stephen Palmtag
669-328-9111
spalmtag@altair.com

MIL-OSI: Altair Announces Third Quarter 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

TROY, Mich., Oct. 30, 2024 (GLOBE NEWSWIRE) — Altair (Nasdaq: ALTR), today released its financial results for the third quarter and nine months ended September 30, 2024.

Immediately prior to the dissemination of this press release, Altair issued a press release announcing that it has entered into a merger agreement with a subsidiary of Siemens pursuant to which Altair will be acquired and stockholders of Altair will receive cash merger consideration as more fully described in that press release.

Third Quarter 2024 Financial Results

Software revenue was $138.7 million compared to $119.1 million for the third quarter of 2023, an increase of 16.5% in reported currency and 16.2% in constant currency
Total revenue was $151.5 million compared to $134.0 million for the third quarter of 2023, an increase of 13.0% in reported currency and 12.8% in constant currency
Net income was $1.8 million compared to a net loss of $(4.4) million for the third quarter of 2023, an improvement in earnings of $6.2 million. Net income per share, diluted was $0.02 based on 88.4 million diluted weighted average common shares outstanding, compared to net loss per share, diluted of $(0.05) for the third quarter of 2023, based on 80.4 million diluted weighted average common shares outstanding. Net income margin was 1.2% compared to net loss margin of (3.3)% for the third quarter of 2023
Non-GAAP net income was $21.2 million, compared to non-GAAP net income of $12.7 million for the third quarter of 2023, an increase of $8.5 million. Non-GAAP net income per share, diluted was $0.24 based on 88.4 million non-GAAP diluted common shares outstanding, compared to non-GAAP net income per share, diluted of $0.15 for the third quarter of 2023, based on 85.3 million non-GAAP diluted common shares outstanding
Adjusted EBITDA was $25.7 million compared to $15.5 million for the third quarter of 2023, an increase of 66.3% Adjusted EBITDA margin was 17.0% compared to 11.5% for the third quarter of 2023
Cash provided by operating activities was $14.5 million, compared to $16.4 million for the third quarter of 2023
Free cash flow was $9.8 million, compared to $14.7 million for the third quarter of 2023.

Conference Call Information

In light of the proposed transaction with Siemens, Altair is suspending quarterly financial results conference calls and its quarterly and annual guidance.

Non-GAAP Financial Measures

This press release contains the following non-GAAP financial measures: Non-GAAP Net Income, Non-GAAP Net Income Per Share, Billings, Adjusted EBITDA, Free Cash Flow, Non-GAAP Gross Profit and Non-GAAP Operating Expense.

Altair believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. The Company’s management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis, for purposes of determining executive and senior management incentive compensation and for budgeting and planning purposes. The Company also believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.

Non-GAAP net income excludes stock-based compensation, amortization of intangible assets related to acquisitions, asset impairment charges, non-cash interest expense, other special items as identified by management and described elsewhere in this press release, and the impact of non-GAAP tax rate to income tax expense, which approximates our tax rate excluding discrete items and other specific events that can fluctuate from period to period.

Non-GAAP diluted common shares is calculated using the treasury stock method to calculate the effect of dilutive securities, stock options, restricted stock units and employee stock purchase plan shares and using the if-converted method to calculate the effect of convertible instruments. This is the same methodology that is used when calculating GAAP diluted shares. However, the determination of whether the shares are dilutive or antidilutive is made independently on a GAAP and non-GAAP net income (loss) basis and therefore the number of diluted shares outstanding for GAAP and non-GAAP may be different.

Billings consists of total revenue plus the change in deferred revenue, excluding deferred revenue from acquisitions.

Adjusted EBITDA represents net income adjusted for income tax expense, interest expense, interest income and other, depreciation and amortization, stock-based compensation expense, asset impairment charges and other special items as identified by management and described elsewhere in this press release.

Free cash flow consists of cash flow from operations less capital expenditures.

Non-GAAP gross profit represents gross profit adjusted for stock-based compensation expense and other special items as identified by management and described elsewhere in this press release.

Non-GAAP operating expense represents operating expense excluding stock-based compensation expense, amortization, asset impairment charges and other special items as identified by management and described elsewhere in this press release.

Company management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Altair urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business.

Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with the financial tables at the end of this release.

About Altair

Altair is a global leader in computational intelligence that provides software and cloud solutions in simulation, high-performance computing (HPC), data analytics and AI. Altair enables organizations across all industries to compete more effectively and drive smarter decisions in an increasingly connected world – all while creating a greener, more sustainable future. To learn more, please visit https://www.altair.com.

Important Information and Where to Find It

This communication relates to a proposed transaction between Altair and Siemens Industry Software Inc. (“Parent”). In connection with this proposed transaction, Altair will file a Current Report on Form 8-K with further information regarding the terms and conditions contained in the definitive transaction agreements and a proxy statement on Schedule 14A or other documents with the United States Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement or other document that Altair may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ALTAIR ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, when available, will be mailed to stockholders of Altair as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by Altair through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Altair will be available free of charge on Altair’s internet website at https://investor.altair.com or by contacting Altair’s primary investor relations contact by email at ir@altair.com or by phone at (248) 614-2400.

Participants in Solicitation

Altair, Parent, Siemens AG, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Altair, their ownership of Altair common shares, and Altair’s transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 22, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000095017024018804/altr-20231231.htm), in its proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders in the sections entitled “Corporate Governance Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Transactions with Related Persons”, which was filed with the SEC on April 5, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000119312524087903/d722499ddef14a.htm), certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports on Form 8-K.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, 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.

Forward-Looking Statements

This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements regarding the proposed transaction, including the expected timing and closing of the proposed transaction; Altair’s ability to consummate the proposed transaction; the expected benefits of the proposed transaction and other considerations taken into account by the Altair Board of Directors in approving the proposed transaction; the amounts to be received by stockholders and expectations for Altair prior to and following the closing of the proposed transaction, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of Altair based on current expectations and assumptions relating to Altair’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the timing to consummate the proposed transaction, (ii) the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, (iii) the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction, (vi) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of Altair, (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Altair to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, dated October 30, 2024, with Siemens (the “Merger Agreement”), including in circumstances requiring Altair to pay a termination fee, (ix) the risk that competing offers will be made; (x) unexpected costs, charges or expenses resulting from the merger, (xi) potential litigation relating to the merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that Altair’s businesses serve which could have an effect on demand for Altair’s products and impact Altair’s profitability and (xiii) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, raw material pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Altair’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A – Risk Factors of Altair’s Annual Report on Form 10-K for the year ended December 31, 2023 and in Altair’s other filings with the SEC. The list of factors is not intended to be exhaustive.

These forward-looking statements speak only as of the date of this communication, and Altair does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of Altair.

Media Relations
Altair
Jennifer Ristic
216-849-3109
jristic@altair.com

Investor Relations
Altair
Stephen Palmtag
669-328-9111
spalmtag@altair.com

ALTAIR ENGINEERING INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
(In thousands)	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	513,371		$	467,459
Accounts receivable, net		121,345			190,461
Income tax receivable		20,794			16,650
Prepaid expenses and other current assets		31,489			26,053
Total current assets		686,999			700,623
Property and equipment, net		40,908			39,803
Operating lease right of use assets		31,856			30,759
Goodwill		476,209			458,125
Other intangible assets, net		84,904			83,550
Deferred tax assets		9,661			9,955
Other long-term assets		47,331			40,678
TOTAL ASSETS	$	1,377,868		$	1,363,493
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	3,607		$	8,995
Accrued compensation and benefits		43,497			45,081
Current portion of operating lease liabilities		8,212			8,825
Other accrued expenses and current liabilities		40,267			48,398
Deferred revenue		114,525			131,356
Current portion of convertible senior notes, net		—			81,455
Total current liabilities		210,108			324,110
Convertible senior notes, net		226,812			225,929
Operating lease liabilities, net of current portion		24,484			22,625
Deferred revenue, non-current		26,310			32,347
Other long-term liabilities		53,254			47,151
TOTAL LIABILITIES		540,968			652,162
Commitments and contingencies
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.0001 par value), authorized 45,000 shares, none issued and outstanding		—			—
Common stock ($0.0001 par value)
Class A common stock, authorized 513,797 shares, issued and outstanding 59,518 and 55,240 shares as of September 30, 2024, and December 31, 2023, respectively		5			5
Class B common stock, authorized 41,203 shares, issued and outstanding 25,432 and 26,814 shares as of September 30, 2024, and December 31, 2023, respectively		3			3
Additional paid-in capital		971,835			864,135
Accumulated deficit		(117,324	)		(130,503	)
Accumulated other comprehensive loss		(17,619	)		(22,309	)
TOTAL STOCKHOLDERS’ EQUITY		836,900			711,331
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,377,868		$	1,363,493

ALTAIR ENGINEERING INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share data)	2024			2023			2024			2023
Revenue
License	$	92,939		$	79,825		$	303,345		$	279,972
Maintenance and other services		45,733			39,252			129,179			114,069
Total software		138,672			119,077			432,524			394,041
Engineering services and other		12,778			14,926			40,633			47,157
Total revenue		151,450			134,003			473,157			441,198
Cost of revenue
License		2,795			3,083			10,437			11,888
Maintenance and other services		16,045			13,689			46,410			41,754
Total software *		18,840			16,772			56,847			53,642
Engineering services and other		11,175			12,314			34,577			38,976
Total cost of revenue		30,015			29,086			91,424			92,618
Gross profit		121,435			104,917			381,733			348,580
Operating expenses:
Research and development *		56,111			51,598			164,014			160,126
Sales and marketing *		45,559			44,069			136,468			132,543
General and administrative *		17,500			17,218			54,555			53,791
Amortization of intangible assets		9,246			7,704			24,313			23,143
Other operating (income) expense, net		(2,669	)		(4,408	)		(4,337	)		1,324
Total operating expenses		125,747			116,181			375,013			370,927
Operating (loss) income		(4,312	)		(11,264	)		6,720			(22,347	)
Interest expense		1,317			1,529			4,497			4,583
Other income, net		(10,758	)		(1,890	)		(20,465	)		(9,698	)
Income (loss) before income taxes		5,129			(10,903	)		22,688			(17,232	)
Income tax expense (benefit)		3,350			(6,541	)		9,509			11,369
Net income (loss)	$	1,779		$	(4,362	)	$	13,179		$	(28,601	)
Earnings (loss) per share, basic
Earnings (loss) per share	$	0.02		$	(0.05	)	$	0.16		$	(0.36	)
Weighted average shares		84,835			80,431			83,680			80,204
Earnings (loss) per share, diluted
Earnings (loss) per share	$	0.02		$	(0.05	)	$	0.15		$	(0.36	)
Weighted average shares		88,425			80,431			87,854			80,204

* Amounts include stock-based compensation expense as follows (in thousands):

	(Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Cost of revenue – software	$	2,131	$	2,468	$	6,230	$	7,792
Research and development		6,378		7,824		19,356		26,510
Sales and marketing		5,176		6,933		14,675		22,105
General and administrative		3,671		3,301		10,449		10,016
Total stock-based compensation expense	$	17,356	$	20,526	$	50,710	$	66,423

ALTAIR ENGINEERING INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

	Nine Months Ended September 30,
(In thousands)	2024			2023
OPERATING ACTIVITIES:
Net income (loss)	$	13,179		$	(28,601	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		31,120			29,271
Stock-based compensation expense		50,710			66,423
Deferred income taxes		(114	)		2,178
Loss on mark-to-market adjustment of contingent consideration		189			4,494
Other, net		1,520			1,385
Changes in assets and liabilities:
Accounts receivable, net		72,916			47,226
Prepaid expenses and other current assets		(7,895	)		959
Other long-term assets		408			(1,491	)
Accounts payable		(5,416	)		(5,494	)
Accrued compensation and benefits		(1,977	)		(2,726	)
Other accrued expenses and current liabilities		(12,261	)		(4,526	)
Deferred revenue		(25,825	)		(3,442	)
Net cash provided by operating activities		116,554			105,656
INVESTING ACTIVITIES:
Payments for acquisition of businesses, net of cash acquired		(25,575	)		(3,235	)
Capital expenditures		(9,739	)		(7,882	)
Other investing activities, net		(5,036	)		(2,452	)
Net cash used in investing activities		(40,350	)		(13,569	)
FINANCING ACTIVITIES:
Settlement of convertible senior notes		(81,729	)		—
Proceeds from the exercise of common stock options		43,721			25,526
Proceeds from employee stock purchase plan contributions		7,112			5,772
Payments for repurchase and retirement of common stock		—			(6,255	)
Other financing activities		—			(73	)
Net cash (used in) provided by financing activities		(30,896	)		24,970
Effect of exchange rate changes on cash, cash equivalents and restricted cash		554			(2,599	)
Net increase in cash, cash equivalents and restricted cash		45,862			114,458
Cash, cash equivalents and restricted cash at beginning of year		467,576			316,958
Cash, cash equivalents and restricted cash at end of period	$	513,438		$	431,416

Change in Presentation of Revenue and Cost of Revenue

Effective in the first quarter of 2024, the Company changed the presentation of revenue and cost of revenue in its Consolidated Statements of Operations to combine the financial statement line items (“FSLIs”) labeled “Software related services”, “Client engineering services” and “Other” into one FSLI labeled “Engineering services and other”. The change in presentation has been applied retrospectively and does not affect the software revenue, total revenue, software cost of revenue or total cost of revenue amounts previously reported or have any effect on segment reporting.

Financial Results

The following table provides a reconciliation of Non-GAAP net income and Non-GAAP net income per share – diluted, to net income (loss) and net income (loss) per share – diluted, the most comparable GAAP financial measures:

		(Unaudited)
		Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share amounts)		2024			2023			2024			2023
Net income (loss)		$	1,779		$	(4,362	)	$	13,179		$	(28,601	)
Stock-based compensation expense			17,356			20,526			50,710			66,423
Amortization of intangible assets			9,246			7,704			24,313			23,143
Non-cash interest expense			310			469			1,204			1,399
Impact of non-GAAP tax rate ⁽¹⁾			(3,721	)		(10,997	)		(14,564	)		(8,897	)
Special adjustments and other ⁽²⁾			(3,756	)		(658	)		(2,622	)		4,212
	Non-GAAP net income	$	21,214		$	12,682		$	72,220		$	57,679

Net income (loss) per share, diluted		$	0.02		$	(0.05	)	$	0.15		$	(0.36	)
Non-GAAP net income per share, diluted		$	0.24		$	0.15		$	0.82		$	0.68

GAAP diluted shares outstanding			88,425			80,431			87,854			80,204
Non-GAAP diluted shares outstanding			88,425			85,347			87,854			84,857

(1)	For the three and nine months ended September 30, 2024, the Company used a non-GAAP effective tax rate of 25%. For the three and nine months ended September 30, 2023, the Company used a non-GAAP effective tax rate of 26%.
(2)	The three months ended September 30, 2024, includes $3.8 million of currency gains on acquisition-related intercompany loans. The three months ended September 30, 2023, includes a $3.5 million gain from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $2.8 million of currency losses on acquisition-related intercompany loans. The nine months ended September 30, 2024, includes $2.8 million of currency gains on acquisition-related intercompany loans, and a $0.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The nine months ended September 30, 2023, includes a $4.5 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $0.3 million of currency gains on acquisition-related intercompany loans.

The following table provides a reconciliation of Adjusted EBITDA to net income (loss), the most comparable GAAP financial measure:

		(Unaudited)
		Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)		2024			2023			2024			2023
Net income (loss)		$	1,779		$	(4,362	)	$	13,179		$	(28,601	)
Income tax (benefit) expense			3,350			(6,541	)		9,509			11,369
Stock-based compensation expense			17,356			20,526			50,710			66,423
Interest expense			1,317			1,529			4,497			4,583
Depreciation and amortization			11,563			9,783			31,120			29,271
Special adjustments, interest income and other ⁽¹⁾			(9,660	)		(5,481	)		(20,144	)		(7,480	)
	Adjusted EBITDA	$	25,705		$	15,454		$	88,871		$	75,565

(1)	The three months ended September 30, 2024, includes $5.9 million of interest income and $3.8 million of currency gains on acquisition-related intercompany loans. The three months ended September 30, 2023, includes $4.8 million of interest income, a $3.5 million gain from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $2.8 million currency losses on acquisition-related intercompany loans. The nine months ended September 30, 2024, includes $17.5 million of interest income, $2.8 million of currency gains on acquisition-related intercompany loans, and a $0.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The nine months ended September 30, 2023, includes $11.7 million of interest income, a $4.5 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $0.3 million currency gains on acquisition-related intercompany loans.

The following table provides a reconciliation of Free Cash Flow to net cash provided by operating activities, the most comparable GAAP financial measure:

	(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Net cash provided by operating activities	$	14,547		$	16,427		$	116,554		$	105,656
Capital expenditures		(4,735	)		(1,698	)		(9,739	)		(7,882	)
Free cash flow	$	9,812		$	14,729		$	106,815		$	97,774

The following table provides a reconciliation of Non-GAAP gross profit to gross profit, the most comparable GAAP financial measure, and a comparison of Non-GAAP gross margin (Non-GAAP gross profit as a percentage of total revenue) to gross margin (gross profit as a percentage of total revenue), the most comparable GAAP financial measure:

	(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Gross profit	$	121,435		$	104,917		$	381,733		$	348,580
Stock-based compensation expense		2,131			2,468			6,230			7,792
Non-GAAP gross profit	$	123,566		$	107,385		$	387,963		$	356,372

Gross profit margin		80.2	%		78.3	%		80.7	%		79.0	%
Non-GAAP gross margin		81.6	%		80.1	%		82.0	%		80.8	%

The following table provides a reconciliation of Non-GAAP operating expense to Total operating expense, the most comparable GAAP financial measure:

	(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Total operating expense	$	125,747		$	116,181		$	375,013		$	370,927
Stock-based compensation expense		(15,225	)		(18,058	)		(44,480	)		(58,631	)
Amortization		(9,246	)		(7,704	)		(24,313	)		(23,143	)
Loss on mark-to-market adjustment of contingent consideration		—			3,493			(189	)		(4,494	)
Non-GAAP operating expense	$	101,276		$	93,912		$	306,031		$	284,659

The following table provides the calculation of non-GAAP diluted common shares and non-GAAP net income per share, diluted:

		Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Numerator:
	Non-GAAP net income	$	21,214	$	12,682	$	72,220	$	57,679
	Interest expense related to convertible notes, net of tax ⁽¹⁾		—		—		—		—
	Numerator for non-GAAP diluted income per share	$	21,214	$	12,682	$	72,220	$	57,679
Denominator:
	Weighted average shares outstanding, basic		84,835		80,431		83,680		80,204
	Effect of dilutive shares		3,590		4,916		4,174		4,653
	Non-GAAP diluted shares outstanding		88,425		85,347		87,854		84,857
Non-GAAP net income per share, diluted		$	0.24	$	0.15	$	0.82	$	0.68

(1)	Interest expense related to the convertible notes has been excluded from the numerator for non-GAAP diluted earnings per share because its effect would have been anti-dilutive.

The following table provides a reconciliation of Billings to revenue, the most comparable GAAP financial measure:

	(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Revenue	$	151,450		$	134,003		$	473,157		$	441,198
Ending deferred revenue		140,835			138,933			140,835			138,933
Beginning deferred revenue		(152,184	)		(148,547	)		(163,703	)		(144,460	)
Deferred revenue acquired		(253	)		—			(1,825	)		—
Billings	$	139,848		$	124,389		$	448,464		$	435,671

The following table provides Software revenue, Total revenue, Billings and Adjusted EBITDA on a constant currency basis:

	(Unaudited)
	Three Months Ended September 30, 2024							Three Months Ended September 30, 2023		Increase/ (Decrease) %
(in thousands)	As reported		Currency changes			As adjusted for constant currency		As reported		As reported			As adjusted for constant currency
Software revenue	$	138.7	$	(0.3	)	$	138.4	$	119.1		16.5	%		16.2	%
Total revenue	$	151.5	$	(0.4	)	$	151.1	$	134.0		13.0	%		12.8	%
Billings	$	139.8	$	(0.1	)	$	139.7	$	124.4		12.4	%		12.3	%
Adjusted EBITDA	$	25.7	$	(0.1	)	$	25.6	$	15.5		66.3	%		65.5	%


	Nine Months Ended September 30, 2024							Nine Months Ended September 30, 2023		Increase/ (Decrease) %
(in thousands)	As reported		Currency changes			As adjusted for constant currency		As reported		As reported			As adjusted for constant currency
Software revenue	$	432.5	$	4.4		$	436.9	$	394.0		9.8	%		10.9	%
Total revenue	$	473.2	$	4.6		$	477.8	$	441.2		7.2	%		8.3	%
Billings	$	448.5	$	4.5		$	453.0	$	435.7		2.9	%		4.0	%
Adjusted EBITDA	$	88.9	$	3.3		$	92.2	$	75.6		17.6	%		22.0	%

MIL-OSI: North American Construction Group Ltd. Announces Results for the Third Quarter Ended September 30, 2024

Source: GlobeNewswire (MIL-OSI)

ACHESON, Alberta, Oct. 30, 2024 (GLOBE NEWSWIRE) — North American Construction Group Ltd. (“NACG”) (TSX:NOA.TO/NYSE:NOA) today announced results for the third quarter ended September 30, 2024. Unless otherwise indicated, financial figures are expressed in Canadian dollars and compared to the prior period ended September 30, 2023.

Third Quarter 2024 Highlights:

Combined revenue of $367.2 million compared favorably to $274.8 million in the same period last year, is a third quarter record, and reflected the best operational quarter to date from the Australian fleet of the MacKellar Group which was acquired on October 1, 2023.
Reported revenue of $286.9 million, compared to $196.9 million in the same period last year, was primarily driven by strong equipment utilization of 84% in Australia but was also supported by the Canadian heavy equipment fleet which posted an increase from 2024 Q2.
Our net share of revenue from equity consolidated joint ventures was $80.3 million in 2024 Q3 and compared to $77.9 million in the same period last year as the increases at the Fargo project in the current quarter were offset by gold mine project scopes in Northern Ontario completed in the prior quarter.
Adjusted EBITDA of $106.4 million and margin of 29.0% compared favorably to the prior period operating metrics of $59.4 million and 21.6%, respectively, as revenue increases resulted in higher gross EBITDA with margin improvements driven by effective operations in Australia and Canada.
Combined gross profit of $80.4 million and margin of 21.9% compares favorably to the 13.8% posted in the same period last year as both diversification efforts and effective operations during steady and consistent months contributed to improved margins in the quarter.
Cash flows generated from operating activities of $48.2 million was higher than the $37.5 million generated in the prior period as higher cash generation from the strong EBITDA was offset by the temporary impact of changes to working capital in the quarter.
Free cash flow generated in the quarter was $10.8 million. Free cash flow prior to working capital changes and increases in capital work in progress was over $55 million resulting from strong revenues and margins offset by our routine capital maintenance programs.
Net debt was $882.5 million at September 30, 2024, an increase of $159.1 million from December 31, 2023, as year-to-date free cash flow usage and growth asset purchases required debt financing. The cash-related interest rate was 6.5% driven by Bank of Canada posted rates and corresponding equipment financing rates.
On October 29, 2024, the Board of Directors declared a regular quarterly dividend of twelve cents which represents a 20% increase from the previous rate of ten cents per quarter.
Additional highlights include: i) in August, signed a $375 million five-year contract for fully maintained equipment fleet in Queensland; ii) in September, surpassed the 50% completion mark at the Fargo-Moorhead flood diversion project, iii) in October, completed delivery to site of twenty-five haul trucks from Canada to Australia; iv) commenced go-live activities for the Company’s ERP system in Australia phased integration ongoing through early November and iv) extended the credit facility agreement through to October 2027.

Joe Lambert, President and CEO, stated, “I would like to thank our operations team for their safe and efficient performance this quarter. The quarterly records set in Australia demonstrate both growth and operational excellence. The recent five-year contract award and the 25 trucks delivered from Fort McMurray have pushed this region to higher than 50% of our overall business and are further indicators of what will be an exciting 2025. In the oil sands region, we are in discussions with producers and expect to secure meaningful contracts in the near term, reaffirming strong client relationships and supporting our targets for next year.”

Consolidated Financial Highlights

	Three months ended						Nine months ended
	September 30,						September 30,
(dollars in thousands, except per share amounts)	2024			2023^(iv)			2024			2023^(iv)
Revenue	$	286,857		$	196,881		$	860,197		$	636,398
Total combined revenue⁽ⁱ⁾		367,155			274,757			1,042,591			875,666

Gross profit		65,098			26,518			168,057			89,213
Gross profit margin⁽ⁱ⁾		22.7	%		13.5	%		19.5	%		14.0	%

Combined gross profit⁽ⁱ⁾		80,415			38,004			205,229			130,181
Combined gross profit margin^(i)(ii)		21.9	%		13.8	%		19.7	%		14.9	%

Operating income		53,805			14,344			130,786			50,386

Adjusted EBITDA^(i)(iii)		106,384			59,371			286,516			195,827
Adjusted EBITDA margin^(i)(iii)		29.0	%		21.6	%		27.5	%		22.4	%

Net income		13,901			11,387			39,277			45,495
Adjusted net earnings⁽ⁱ⁾		31,253			14,295			72,961			52,060

Cash provided by operating activities		48,184			37,512			119,063			109,521
Cash provided by operating activities prior to change in working capital⁽ⁱ⁾		79,838			41,666			222,641			134,646

Free cash flow⁽ⁱ⁾		10,785			8,940			(32,518	)		(21,817	)

Purchase of PPE		61,812			39,295			203,772			114,210
Sustaining capital additions⁽ⁱ⁾		21,127			42,290			118,317			127,792
Growth capital additions⁽ⁱ⁾		21,437			1,727			60,987			4,475

Basic net income per share	$	0.52		$	0.43		$	1.47		$	1.72
Adjusted EPS⁽ⁱ⁾	$	1.17		$	0.54		$	2.73		$	1.96

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾Combined gross profit margin is calculated using combined gross profit over total combined revenue.
⁽ⁱⁱⁱ⁾Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.
^(iv)The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.

	Three months ended						Nine months ended
	September 30,						September 30,
(dollars in thousands)	2024			2023			2024			2023
Consolidated Statements of Cash Flows
Cash provided by operating activities	$	48,184		$	37,512		$	119,063		$	109,521
Cash used in investing activities		(60,221	)		(26,970	)		(198,919	)		(107,123	)
Effect of exchange rate on changes in cash		1,385			(1,100	)		508			(1,462	)
Add back of growth and non-cash items included in the above figures:
Growth capital additions^(i)(ii)		21,437			1,727			60,987			4,475
Capital additions financed by leases⁽ⁱ⁾		—			(2,229	)		(14,157	)		(27,228	)
Free cash flow⁽ⁱ⁾	$	10,785		$	8,940		$	(32,518	)	$	(21,817	)

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾Included above in Cash used in investing activities.

Declaration of Quarterly Dividend

On October 29, 2024, the NACG Board of Directors declared a regular quarterly dividend (the “Dividend”) of twelve Canadian cents ($0.12) per common share, payable to common shareholders of record at the close of business on November 27, 2024. The Dividend will be paid on January 3, 2025, and is an eligible dividend for Canadian income tax purposes.

Financial Results for the Three Months Ended September 30, 2024

Revenue for 2024 Q3 of $286.9 million represented an increase of approximately $90.0 million (or 46%) from 2023 Q3. The increase is primarily due to the inclusion of results from the MacKellar Group (“MacKellar”) following our acquisition on October 1, 2023.

The Heavy Equipment – Australia segment showed strong performance, driven by MacKellar’s Q3 results generated from stable operating conditions during the quarter. Equipment utilization of the MacKellar fleet for the quarter of 84% was similar to 2024 Q2 but generated higher revenue as growth assets commissioned late in the second quarter in Western Australia and Queensland provided full quarter contributions. The month of July was particularly strong with utilization being above the target of 85% while August and September averaged 82%. DGI Trading Pty Ltd. (“DGI”) posted lower revenue in the quarter due to timing of large component sales but continues to benefit from international demand for low-cost used components and major parts required by heavy equipment fleets in the mining industry.

The Heavy Equipment – Canada segment posted a decline in revenue compared to the prior year as equipment utilization was 51% for the quarter in comparison to 56% in 2023 Q3. Quarter over quarter, the decrease in revenue represented a 23% decrease and was primarily driven by changes in work scopes at the Fort Hills and Syncrude mines offset by increases in operating hours at the Millennium mine. Additionally, the prior year’s quarter benefited from higher utilization rates from NACG assets being operated at the gold mine in northern Ontario, a project that concluded in 2023 Q3. When comparing to 2024 Q2, top-line revenue achieved in the quarter was 8% higher on consistent operating conditions from July to September as well as increased work scopes at the Millennium mine.

Combined revenue of $367.2 million represented a $92.4 million (or 34%) increase from 2023 Q3. Our share of revenue generated in 2024 Q3 by joint ventures and affiliates was $80.3 million, compared to $77.9 million in 2023 Q3. The Fargo-Moorhead flood diversion project, which completed another strong operational quarter, posted a 32% increase from scopes completed in the prior quarter and surpassed the 50% completion mark during the quarter. Mostly offsetting this variance was the completion of the gold mine project in northern Ontario which occurred in 2023 Q3.

Combined gross profit and margin of $80.4 million and 21.9% compares favorably to the $38.0 million and 13.8% posted in the prior quarter and was the compilation of strong operations across all business lines. In particular, consistent weather conditions in Australia resulted in productive operations and a 24.6% gross margin over the three months. In Canada, heavy equipment operations posted a 19.4% margin as operations stabilized from the first half of the year. The joint ventures posted a 19.1% margin, up from 14.7% in the prior quarter, as Nuna returned to profitable operations. The increases in margin were offset slightly within the Fargo joint ventures as additional costs were recognized in the quarter primarily related to project cost escalation.

Adjusted EBITDA and the associated margin of $106.4 million and 29.0% exceeded our 2023 Q3 results of $59.4 million and 21.6%, respectively. As mentioned above and despite lower revenue in the oil sands region, effective and efficient operation of the heavy equipment fleets in Australia and Canada generated a strong EBITDA margin. EBITDA margin for this quarter was more consistent with the first quarter and is reflective of the underlying consistent business of our heavy equipment fleets.

Depreciation of our Canadian and Australian heavy equipment fleets was 13.4% of revenue in the quarter. Depreciation as a percentage of revenue was 16.4% for the Heavy Equipment – Canada fleet which is higher than our historical average as increased customer demand for heavy equipment rentals has changed the revenue profile. The Heavy Equipment – Australia fleet, which averaged approximately 11.7% of revenue reflected both productive operations in the quarter as well as the depreciation of fair market values allocated upon purchase. On a combined basis, depreciation averaged 12.1% of combined revenue in the quarter as the lower capital intensity in Fargo and Nuna joint ventures modestly reduced the ratio.

General and administrative expenses (excluding stock-based compensation) were $9.6 million, or 3.4% of revenue, compared to $6.9 million, or 3.5% of revenue in 2023 Q3. The increase in expenses reflects the acquisition of the MacKellar Group. Cash related interest expense for the quarter was $14.2 million at an average cost of debt of 6.5%, compared to $7.8 million at an average cost of debt of 7.1% in 2023 Q3, as rates posted by the Bank of Canada directly impact our Credit Facility and have a delayed impact on the rates for secured equipment-backed financing. Total interest expense was $15.0 million in the quarter, compared to $8.1 million in 2023 Q3 based on the debt financing incurred upon acquisition of the MacKellar Group on October 1, 2023.

Adjusted earnings per share (“EPS”) of $1.17 on adjusted net earnings of $31.3 million was up 117% from the prior year figure of $0.54, consistent with the adjusted EBIT performance which was up 144% quarter over quarter. As mentioned above, the step-changes in interest from the MacKellar acquisition offset EBIT performance with the effective income tax rates being comparable for both quarters. Weighted-average common shares for the third quarters of 2024 and 2023 were relatively stable at 26,823,124 and 26,700,303, respectively, net of shares classified as treasury shares.

For the quarter, free cash flow generation was $10.8 million, driven primarily by adjusted EBITDA of $106.4 million. After accounting for sustaining capital additions of $21.1 million, cash interest expense of $14.2 million, and cash taxes paid of $9.3 million, the positive cash flow generation reached $61.8 million. However, changes in working capital and increases in capital work in progress deferred approximately $45 million of cash flow to future quarters, and the accumulation of distributable profits in our joint ventures negatively impacted cash flow by $10 million. Sustaining capital expenditures were focused on routine maintenance of heavy equipment fleets in Australia and Canada, with Canadian expenditures being lower than previous periods due to reduced operating hours and a disciplined approach in preparation for winter work scopes.

2024 Strategic Focus Areas

Safety – now on an international basis, maintain our uncompromising commitment to health and safety while elevating the standard of excellence in the field;
Execution – enhance equipment availability in Canada and Australia through in-house fleet maintenance, reliability programs, technical improvements, and management systems;
Operational excellence – with a specific focus on Nuna Group of Companies, put into action practical and experienced-based protocols to ensure predictable high-quality project execution;
Integration – implement ERP and best practices at MacKellar, including identification of opportunities to better utilize our capital and equipment in Australia;
Diversification – pursue diversification of customers and resources through strategic partnerships, industry expertise and investment in Indigenous joint ventures; and
Sustainability – further develop and deliver into our environmental, social, and governance targets as disclosed and committed to in our annual reporting.

Liquidity

Our current liquidity positions us well moving forward to fund organic growth and the required correlated working capital investments. Including equipment financing availability and factoring in the amended Credit Facility agreement, total available capital liquidity of $173.1 million includes total liquidity of $135.7 million and $20.0 million of unused finance lease borrowing availability as at September 30, 2024. Liquidity is primarily provided by the terms of our $485.7 million credit facility which allows for funds availability based on a trailing twelve-month EBITDA as defined in the agreement.

	September 30, 2024			December 31, 2023
Cash	$	77,670		$	88,614
Credit Facility borrowing limit		485,700			478,022
Credit Facility drawn		(395,700	)		(317,488	)
Letters of credit outstanding		(32,011	)		(31,272	)
Cash liquidity⁽ⁱ⁾	$	135,659		$	217,876
Finance lease borrowing limit		350,000			350,000
Other debt borrowing limit		20,000			20,000
Equipment financing drawn		(267,544	)		(220,466	)
Guarantees provided to joint ventures		(65,008	)		(74,831	)
Total capital liquidity⁽ⁱ⁾	$	173,107		$	292,579

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

NACG’s Outlook for 2024

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

Key measures		2024
Combined revenue⁽ⁱ⁾		$1.4 – $1.5B
Adjusted EBITDA⁽ⁱ⁾		$395 – $415M
Sustaining capital⁽ⁱ⁾		$150 – $170M
Adjusted EPS⁽ⁱ⁾		$3.95 – $4.15
Free cash flow⁽ⁱ⁾		$100 – $120M

Capital allocation
Growth spending⁽ⁱ⁾		$85 – $95M
Net debt leverage⁽ⁱ⁾		Targeting 2.1x

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

Conference Call and Webcast

Management will hold a conference call and webcast to discuss our financial results for the quarter ended September 30, 2024, tomorrow, Thursday, October 31, 2024, at 7:00 am Mountain Time (9:00 am Eastern Time).

The call can be accessed by dialing:
Toll free: 1-800-717-1738
Conference ID: 86919

A replay will be available through November 29, 2024, by dialing:
Toll Free: 1-888-660-6264
Conference ID: 86919
Playback Passcode: 86919

The 2024 Q3 earnings presentation for the webcast will be available for download on the company’s website at www.nacg.ca/presentations/

The live presentation and webcast can be accessed at:

https://onlinexperiences.com/scripts/Server.nxp?LASCmd=AI:4;F:QS!10100&ShowUUID=71BDBAD7-6AC1-4CF9-9CFF-5BBCBBDEF924

A replay will be available until November 29, 2024, using the link provided.

Basis of Presentation

We have prepared our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”). Unless otherwise specified, all dollar amounts discussed are in Canadian dollars. Please see the Management’s Discussion and Analysis (“MD&A”) for the quarter ended September 30, 2024, for further detail on the matters discussed in this release. In addition to the MD&A, please reference the dedicated 2024 Q3 Results Presentation for more information on our results and projections which can be found on our website under Investors – Presentations.

Change in significant accounting policy – Basis of presentation

During the first quarter of 2024, we changed our accounting policy for the elimination of our proportionate share of profit from downstream sales to affiliates and joint ventures to record through equity earnings in affiliates and joint ventures on the Consolidated Statements of Operations and Comprehensive Income. Prior to this change, we eliminated our proportionate share of profit on downstream sales to affiliates and joint ventures through revenue and cost of sales. The change in accounting policy simplifies the presentation for downstream profit eliminations and has no cumulative impact on retained earnings. We have accounted for the change retrospectively in accordance with the requirements of US GAAP Accounting Standards Codification (“ASC”) 250 by restating the comparative period. For details of retrospective changes, refer to note 16 in the Financial Statements.

Forward-Looking Information

The information provided in this release contains forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “anticipate”, “believe”, “expect”, “should” or similar expressions and include all information provided under the above heading “NACG’s Outlook”.

The material factors or assumptions used to develop the above forward-looking statements and the risks and uncertainties to which such forward-looking statements are subject, are highlighted in the MD&A for the three and nine months ended September 30, 2024. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. Undue reliance should not be placed upon forward-looking statements and NACG undertakes no obligation, other than those required by applicable law, to update or revise those statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.com.

Non-GAAP Financial Measures

This press release presents certain non-GAAP financial measures because management believes that they may be useful to investors in analyzing our business performance, leverage and liquidity. The non-GAAP financial measures we present include “adjusted EBIT”, “adjusted EBITDA”, “adjusted EBITDA margin”, “adjusted EPS”, “adjusted net earnings”, “capital additions”, “capital work in progress”, “cash provided by operating activities prior to change in working capital”, “combined gross profit”, “combined gross profit margin”, “equity investment EBIT”, “free cash flow”, “general and administrative expenses (excluding stock-based compensation)”, “gross profit margin”, “growth capital”, “margin”, “net debt”, “sustaining capital”, “total capital liquidity”, “total combined revenue”, and “total debt”. A non-GAAP financial measure is defined by relevant regulatory authorities as a numerical measure of an issuer’s historical or future financial performance, financial position or cash flow that is not specified, defined or determined under the issuer’s GAAP and that is not presented in an issuer’s financial statements. These non-GAAP measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Each non-GAAP financial measure used in this press release is defined and reconciled to its most directly comparable GAAP measure in the “Non-GAAP Financial Measures” section of our Management’s Discussion and Analysis filed concurrently with this press release.

Reconciliation of total reported revenue to total combined revenue

	Three months ended						Nine months ended
	September 30,						September 30,
(dollars in thousands)		2024		2023⁽ⁱⁱ⁾				2024		2023⁽ⁱⁱ⁾
Revenue from wholly-owned entities per financial statements	$	286,857		$	196,881		$	860,197		$	636,398
Share of revenue from investments in affiliates and joint ventures		144,574			168,667			382,789			516,637
Elimination of joint venture subcontract revenue		(64,276	)		(90,791	)		(200,395	)		(277,369	)
Total combined revenue⁽ⁱ⁾	$	367,155		$	274,757		$	1,042,591		$	875,666

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.

Reconciliation of reported gross profit to combined gross profit

	Three months ended				Nine months ended
	September 30,				September 30,
(dollars in thousands)		2024	2023⁽ⁱⁱ⁾			2024	2023⁽ⁱⁱ⁾
Gross profit from wholly-owned entities per financial statements	$	65,098	$	26,518	$	168,057	$	89,213
Share of gross profit from investments in affiliates and joint ventures		15,317		11,486		37,172		40,968
Combined gross profit⁽ⁱ⁾	$	80,415	$	38,004	$	205,229	$	130,181

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.

Reconciliation of net income to adjusted net earnings, adjusted EBIT, and adjusted EBITDA

	Three months ended						Nine months ended
	September 30,						September 30,
(dollars in thousands)		2024			2023			2024			2023
Net income	$	13,901		$	11,387		$	39,277		$	45,495
Adjustments:
Loss (gain) on disposal of property, plant and equipment		348			(311	)		641			189
Write-down on assets held for sale		—			—			4,181			—
Stock-based compensation (benefit) expense		1,332			5,583			3,081			16,324
Change in fair value of contingent obligation from adjustments to estimates		17,727			—			26,585			—
Restructuring costs		—			—			4,517			—
Acquisition costs		—			1,161			—			1,161
Loss on equity investment customer bankruptcy claim settlement		—			—			—			759
Loss (gain) on derivative financial instruments		572			(2,618	)		845			(6,979	)
Net unrealized loss (gain) on derivative financial instruments included in equity earnings in affiliates and joint ventures		1,836			572			2,806			(649	)
Tax effect of the above items		(4,463	)		(1,479	)		(8,972	)		(4,240	)
Adjusted net earnings⁽ⁱ⁾		31,253			14,295			72,961			52,060
Adjustments:
Tax effect of the above items		4,463			1,479			8,972			4,240
Increase in fair value of contingent obligation from interest accretion expense		4,262			—			12,360			—
Interest expense, net		15,003			8,119			44,939			22,941
Income tax expense		6,768			1,733			16,325			11,892
Equity earnings in affiliates and joint ventures⁽ⁱⁱⁱ⁾		(4,428	)		(4,277	)		(9,545	)		(22,963	)
Equity investment EBIT^(i)(iii)		4,365			3,983			7,152			23,307
Adjusted EBIT⁽ⁱ⁾		61,686			25,332			153,164			91,477
Adjustments:
Depreciation and amortization		38,662			28,884			122,844			90,239
Write-down on assets held for sale		—			—			(4,181	)		—
Equity investment depreciation and amortization⁽ⁱ⁾		6,036			5,155			14,689			14,111
Adjusted EBITDA⁽ⁱ⁾	$	106,384		$	59,371		$	286,516		$	195,827
Adjusted EBITDA margin⁽ⁱ⁾⁽ⁱⁱ⁾		29.0	%		21.6	%		27.5	%		22.4	%

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

Reconciliation of equity earnings in affiliates and joint ventures to equity investment EBIT

	Three months ended						Nine months ended
	September 30,						September 30,
(dollars in thousands)		2024		2023⁽ⁱⁱ⁾				2024		2023⁽ⁱⁱ⁾
Equity earnings in affiliates and joint ventures	$	4,428		$	4,277		$	9,545		$	22,963
Adjustments:
Interest (income) expense, net		(618	)		(742	)		(1,337	)		(915	)
Income tax expense		738			448			(698	)		1,294
Loss (gain) on disposal of property, plant and equipment		(183	)		—			(358	)		(35	)
Equity investment EBIT⁽ⁱ⁾	$	4,365		$	3,983		$	7,152		$	23,307

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.

About the Company

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

For further information contact:

Jason Veenstra
Chief Financial Officer
North American Construction Group Ltd.
(780) 960-7171
IR@nacg.ca
www.nacg.ca

Interim Consolidated Balance Sheets

(Expressed in thousands of Canadian Dollars)
(Unaudited)

	September 30, 2024			December 31, 2023
Assets
Current assets
Cash	$	77,670		$	88,614
Accounts receivable		158,179			97,855
Contract assets		16,128			35,027
Inventories		77,150			64,962
Prepaid expenses and deposits		8,477			7,402
Assets held for sale		7,355			1,340
		344,959			295,200
Property, plant and equipment, net of accumulated depreciation of $474,655 (December 31, 2023 – $423,345)		1,235,447			1,142,946
Operating lease right-of-use assets		13,404			12,782
Investments in affiliates and joint ventures		85,192			81,435
Other assets		5,082			7,144
Intangible assets		10,052			6,971
Total assets	$	1,694,136		$	1,546,478
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	123,110		$	146,190
Accrued liabilities		47,724			72,225
Contract liabilities		300			59
Current portion of long-term debt		94,485			81,306
Current portion of contingent obligations		37,601			22,501
Current portion of operating lease liabilities		1,852			1,742
		305,072			324,023
Long-term debt		723,487			611,313
Contingent obligations		101,752			93,356
Operating lease liabilities		12,010			11,307
Other long-term obligations		41,768			41,001
Deferred tax liabilities		118,133			108,824
		1,302,222			1,189,824
Shareholders’ equity
Common shares (authorized – unlimited number of voting common shares; issued and outstanding – September 30, 2024 – 27,827,282 (December 31, 2023 – 27,827,282))		229,455			229,455
Treasury shares (September 30, 2024 – 996,435 (December 31, 2023 – 1,090,187))		(15,809	)		(16,165	)
Additional paid-in capital		22,524			20,739
Retained earnings		154,398			123,032
Accumulated other comprehensive income (loss)		1,346			(407	)
Shareholders’ equity		391,914			356,654
Total liabilities and shareholders’ equity	$	1,694,136		$	1,546,478

Interim Consolidated Statements of Operations and
Comprehensive Income

(Expressed in thousands of Canadian Dollars, except per share amounts)
(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
		2024		2023⁽ⁱ⁾				2024		2023⁽ⁱ⁾
Revenue	$	286,857		$	196,881		$	860,197		$	636,398
Cost of sales		183,405			141,771			570,222			457,856
Depreciation		38,354			28,592			121,918			89,329
Gross profit		65,098			26,518			168,057			89,213
General and administrative expenses		10,945			12,485			36,630			38,638
Loss (gain) on disposal of property, plant and equipment		348			(311	)		641			189
Operating income		53,805			14,344			130,786			50,386
Equity earnings in affiliates and joint ventures		(4,428	)		(4,277	)		(9,545	)		(22,963	)
Interest expense, net		15,003			8,119			44,939			22,941
Change in fair value of contingent obligations		21,989			—			38,945			—
Loss (gain) on derivative financial instruments		572			(2,618	)		845			(6,979	)
Income before income taxes		20,669			13,120			55,602			57,387
Current income tax expense		2,238			1,495			5,003			3,198
Deferred income tax expense		4,530			238			11,322			8,694
Net income	$	13,901		$	11,387		$	39,277		$	45,495
Other comprehensive income
Unrealized foreign currency translation (gain) loss		(1,115	)		1,100			(1,753	)		1,462
Comprehensive income	$	15,016		$	10,287		$	41,030		$	44,033
Per share information
Basic net income per share	$	0.52		$	0.43		$	1.47		$	1.72
Diluted net income per share	$	0.47		$	0.39		$	1.32		$	1.51

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

MIL-OSI Canada: Alberta strengthens child care safety

Source: Government of Canada regional news

[embedded content]

Alberta’s government recognizes that the vast majority of providers are dedicated to delivering safe, quality care. However, when child safety is compromised, action is necessary. Proposed changes to the Early Learning and Child Care Amendment Act, 2024, would help the government ensure child safety by strengthening its ability to hold non-compliant providers accountable, speeding up its ability to address issues in care and upholding public trust in the child-care system.

The health and safety of children is the government’s top priority. Additional amendments would allow the government’s child-care licensing team to impose penalties on licence holders and educators who jeopardize child safety and who do not meet quality standards. By making these changes, Alberta would align with other Canadian jurisdictions.

“Albertans deserve to have confidence in their child-care system. They deserve transparent, high-quality and safe care for their kids. When parents, guardians and caregivers go to work or school, they need to know their children are safe in their child-care setting. The Early Learning and Child Care Amendment Act, 2024, would strengthen the tools available to enforce quality care and give parents peace of mind that their government has their back.”

Matt Jones, Minister of Jobs, Economy and Trade

To build further trust in Alberta’s child-care system, amendments to the act would ensure parents have easy access to vital information about their kids’ care. In addition to the non-compliances that are already posted online, these changes would put more information at the fingertips of parents, including the certification status of early childhood educators and stop orders against unlicensed providers. This would help parents make informed choices about their child’s care.

Amendments would also enhance the government’s ability to target specific issues at a child-care facility while allowing for the temporary closure of only part of a child-care program, rather than closing the entire program. This would help minimize impacts to parents and children.

The vast majority of providers consistently provide safe, quality care. These programs will remain unaffected, fully able to provide child care to their communities.

“As a program manager of a mid-sized child-care centre, I am proud to support the Early Learning and Child Care Amendment Act. As an established child-care provider, parents in my community trust in me to provide quality care. I am more than happy to provide parents with every reassurance they need so they can go to work and know their kids are safe, healthy and well taken care of in my facility. It is great to see the province stepping up and putting forward these important changes.”

Bernice Taylor, program manager, Early Childcare Development Centre

If passed, the updated Early Learning and Child Care Act would address the recommendation from the Food Safety and Licensed Facility-Based Child Care Review Panel to clearly state that all facility-based licence holders must comply with applicable zoning, health and safety legislation.

Alberta’s government continues to work with child-care providers, the federal government and parents to ensure the child-care system works within the province’s unique, mixed-market child-care system.

“Legislation, policies and processes across authorities must be cohesive and complementary if they are to be effective. As a member of the Food Safety and Licensed Facility-Based Child Care Review Panel, an expert in food safety standards and an advocate for food safety, I commend Alberta’s government for their proposed amendments to the Early Learning and Child Care Act. These changes prioritize the health and well-being of our children by strengthening the understanding of food safety and food handling requirements of child-care providers and regulators.”

Dr. Lynn McMullen, professor emerita, University of Alberta

Related information

Early Learning and Child Care Act
Finding and Choosing Child Care
Bill 25: Early Learning and Child Care Amendment Act, 2024

Related news

Enhancing food safety in child-care settings (Jul. 29, 2024)

Multimedia

Watch the news conference
Listen to the news conference

MIL OSI Canada News –

MIL-OSI Economics: African Development Bank Approves a $75 Million Participation in Export Trading Group’s Sustainability Linked Loan for Core Value Chain Financing…

Source: African Development Bank Group

The African Development Bank Group has approved a $75 million financing package to support Export Trading Group (ETG), a Mauritius-based conglomerate with extensive operations across Africa. ETG boasts a diverse portfolio spanning agricultural inputs, logistics, merchandising and processing, supply chain optimization, digital transformation, and energy.

This package includes a $65 million participation from the Bank’s own resources, along with $10 million in concessional co-financing from the Agri-Food Catalytic Financing Mechanism (ACFM) into ETGs Sustainable Linked Loan facility for financing its core value chain assets. The Agri-Food Catalytic Financing Mechanism is an internally managed Special Fund, capitalized by Canada’s Department of Foreign Affairs, Trade and Development, to build markets and mobilize finance for gender-oriented and underserved agri-SMEs in Africa.

Through participation in the Sustainable Linked Loan facility, the financing will be deployed to ETG’s core value chains in 14 countries, namely Benin, Ghana, Ivory Coast, Senegal, Nigeria, Burkina Faso, Ethiopia, Kenya, Tanzania, Uganda, Malawi, Mozambique, Zimbabwe, and Zambia. This will support ETG’s processing and packaging facilities and warehouses and provide farmers with fertilizers and other agri-inputs. The Bank’s financing may be deployed to up to 28 African countries based on ETG’s emerging needs.

The Sustainable Linked Loan facility establishes annual sustainability key performance indicators and targets focused on decarbonization, reforestation, zero deforestation, farmer extension services, and gender empowerment with inherent direct financial consequences for non-compliance.

“The African Development Bank Group is thrilled to expand our work with Export Trade Group and support its commitment to strengthen women’s economic development in Africa. Access to finance and training in agriculture will contribute to food security and economic growth,” said Dr. Beth Dunford, Bank Vice President for Agriculture, Human and Social Development.

ETG plans to engage 600,000 smallholder farmers by 2027, with a 25 percent target for women farmers. This includes training on sustainable farming and improved access to resources. The project is expected to boost exports from Bank regional member countries and enhance intra-regional trade, particularly within the Economic Community of West African States, Southern African Development Community, and East African Community regional economic blocks.

The Bank’s investment in ETG capitalizes on the Group’s proven track record and resilience in agriculture, aiming to mobilize private sector financing into a critical yet underserved sector of the economy. ETG will manage the project, with oversight from the company’s Board of Directors and support from specialized departments within the Group.

The project aligns with the Bank’s ‘High 5’ priorities, specifically “Feed Africa,” “Integrate Africa,” and “Improve the quality of life for the people of Africa,” as well as the Bank’s Ten-Year Strategy 2024-2033. It is expected to contribute to Africa’s agricultural transformation into a business-oriented and commercially viable sector, driving the continent’s food self-sufficiency.

“By partnering with ETG, the African Development Bank continues to champion strategic enterprises that operate across multiple countries, furthering its mission to support agricultural development and improve the livelihoods of millions across the continent. The decision to continue funding ETG is just not a financial transaction. It is a strategic collaboration with a purpose – a mission to transform African agriculture and a commitment to optimize the influence of their investments, “said Richard Ofori-Mante, Director of the Agricultural Finance and Rural Development Department at the Bank.

“By tying loan conditions to performance indicators related to sustainability, ETG is more likely to engage in activities that advance the Sustainable Development Goals. This alignment will drive better environmental, social, and governance outcomes. The transaction not only promotes sustainable practices within ETG’s operations but also influences its supply chain and partners, amplifying the impact on sustainable development,” Ofori-Mante added.

MIL OSI Economics –

MIL-OSI Economics: Africa Investment Forum welcomes BADEA as new partner ahead of the December Market Days in Rabat

Source: African Development Bank Group

The Arab Bank for Economic Development in Africa (BADEA) has joined the Africa Investment Forum as a founding partner, marking a new phase in the Forum’s expansion and influence as a catalyst for mega investments into the continent.

The official announcement came during a breakfast meeting of heads of the Africa Investment Forum Founding Partner institutions, convened by the African Development Bank in Washington, DC on the sidelines of the International Monetary Fund and World Bank’s annual meetings. During the meeting, the partners examined and adopted a new strategic framework to govern the forum. The meeting took place on Friday 25 October.

In welcoming BADEA as a new partner, African Development Bank President Akinwumi Adesina said: “Since 2018, BADEA has been a steadfast supporter of the Africa Investment Forum, consistently contributing to the growth and success of this platform.”

The Arab Bank for Economic Development in Africa is a multilateral development financial institution owned by 18 Arab countries. Its operations cover the entire Sub-Saharan African region.

BADEA group president Dr. Sidi Ould Tah said the main shareholders of his bank had been working on a new mechanism to support investment flows to Africa. The group has sovereign funds under management with assets in the trillions of dollars, of which they had pledged to channel a part for Africa’s infrastructure needs.

“The role of BADEA is to catalyse resources for Africa. BADEA will work with all the member countries of AIF to make this pledge a reality,” Tah said.

The addition of BADEA brings the AIF’s founding partners to nine: the African Development Bank, Afreximbank, Africa Finance Corporation, Africa50, Development Bank of Southern Africa, European Investment Bank, Islamic Development Bank, and Trade and Development Bank.

Meeting of AIF founding partners in Washington, DC October 2024

Heads and representatives of each of the partners who attended the meeting included included Trade and Development Bank President and CEO Admassu Tadesse, Africa Finance Corporation’s CEO Samaila Zubairu, Africa50 President Alain Ebobissé, European Investment Bank Vice President Ambroise Fayolle, Hani Salem Sonbol Chief Executive Officer of the International Islamic Trade Finance Corporation representing Islamic Development Bank President Dr. Muhammad Sulaiman Al Jasser, and Afreximbank’s Director for Export Development Oluranti Doherty, who represented its president.

Adesina also commended the founding partners for their energy, drive and momentum which he described as a testament to their confidence in the Forum.

The AIF’s Market Days events, held annually, have drawn sovereign and non-sovereign investors from around the world, enabling a shift in risk perception and fostering confidence in Africa’s investment landscape.

The platform has actively supported women-led businesses under its Women as Investment Champions pillar with examples such as Mobihealth International Ltd (Healthcare, Nigeria) which was supported to access grant and loan funding for feasibility studies and pan-African expansion.

From the African Development Bank, Senior Vice President Marie Laure Akin-Olugbade, Hassatou N’Sele Vice President for Finance and CFO, Beth Dunford, Vice President for Agriculture, Human and Social Development, Nnenna Nwabufo, Vice President for Regional Development, Integration and Business Delivery and Kevin Urama, Chief Economist and Vice President, Economic Governance and Knowledge Management, also attended the meeting. The Senior Director of Syndications, the Africa Investment Forum and Client Solutions, Max Magor Ndiaye, and the Special Representative of President Adesina, Yacine Fall were also present.

The 2024 Market Days will take place from 4-6 December 2024 in Rabat, Morocco, under the theme: “Leveraging Innovative Partnerships for Scale.”

MIL OSI Economics –

MIL-OSI: Sydbank’s Interim Report – Q1-Q3 2024

Source: GlobeNewswire (MIL-OSI)

Company Announcement No 51/2024
30 October 2024

Sydbank’s Interim Report – Q1-Q3 2024

Bigger Sydbank – new 3-year strategy plan
On the back of the highly satisfactory results achieved during the present strategy period, which will expire at the end of 2024, Sydbank is announcing today a new 3-year strategy plan to ensure that the Bank will continue the positive momentum demonstrated since 2014. The strategy is called: “Bigger Sydbank – value for all through advice and relationships”.

Q1-Q3 2024 – highlights

Profit for the period of DKK 2,396m equals a return on equity of 21.7% p.a. after tax
Core income of DKK 5,447m is 4% higher compared to the same period in 2023
Trading income of DKK 223m compared to DKK 240m in the same period in 2023
Costs (core earnings) of DKK 2,453m compared to DKK 2,335m in the same period in 2023
Core earnings before impairment of DKK 3,217m are 3% higher compared to the same period in 2023
Impairment charges for loans and advances etc represent an expense of DKK 87m
Bank loans and advances have risen by DKK 8.0bn, equal to an increase of 11% compared to year-end 2023
The CET1 ratio stands at 18.0%, equal to a decrease of 0.9pp compared to year-end 2023

CEO Mark Luscombe comments on the result:

It is positive that we were able to lift core income and total income in the first 9 months of the year from their all-time high levels last year. Costs have risen by 3% – excl Coop Bank – compared with a year ago. Thanks to the Bank’s constant focus on becoming increasingly efficient, the increase in costs is smaller than the effects of the agreed overall pay rises and the abolition of Great Prayer Day. Profit for the first 9 months of the year is on the same level as that of the record year 2023 and equals a return on equity of 21.7%, which is highly satisfactory.

Mark Luscombe comments on developments in business volume:

We are pleased that the continued effect of our strong focus on providing value-creating advice to our customers has boosted our business volume in terms of bank loans and advances, deposits and the investment area. Bank loans and advances constitute DKK 82.5bn – an increase of DKK 8.0bn during the period. Deposits make up DKK 114.8bn – – and are thus at a historically all-time high.

Board chairman Lars Mikkelgaard-Jensen comments on Sydbank’s new 3-year strategy plan:
As a natural next step for the current strategy “Growing our business” we will be raising the bar and we will create a Bigger Sydbank in the next strategy period. This means that we will maintain our starting point as Denmark’s Corporate Bank and increase our market share in the corporate segment. Our ambition is to have more satisfied retail clients and significantly more retail clients and Private Banking clients. Assets under management will increase as a result of our customer focus within Wealth Management.

Mark Luscombe elaborates:
Our strategy “Bigger Sydbank” centres on 5 themes: “Customer-focused”, “Bigger and efficient”, “Attractive and cooperating”, “Data, digitization, AI and security”, and “ESG integrated in core business”. The themes must go hand in hand with a level of profitability at the very top of the Danish banking industry. We will continue to focus on the customer and be the workplace for some of the industry’s brightest and most dedicated employees.

Outlook for 2024

Moderate growth is projected for the Danish economy.
Profit after tax is expected to be in the range of DKK 2,800-3,100m.
The outlook is subject to uncertainty and depends on financial market developments and macroeconomic factors which may affect eg the level of impairment charges.

Additional information
Jørn Adam Møller, Deputy Group Chief Executive, Tel +45 74 37 20 30
Lars Grubak Lohff, Press Manager Tel +45 20 31 54 65

Attachments

MIL-OSI Asia-Pac: Speech by SEE at opening ceremony of 19th Eco Expo Asia

Source: Hong Kong Government special administrative region

Following is the speech by the Secretary for Environment and Ecology, Mr Tse Chin-wan, at 19th Eco Expo Asia today (October 30):

Secretary Sun (Secretary of the Leading Party Members Group of the Ministry of Ecology and Environment of the People’s Republic of China, Mr Sun Jinlong), Margaret (Executive Director of the Hong Kong Trade Development Council, Ms Margaret Fong), distinguished guests, ladies and gentlemen,

Good morning.

My heartfelt welcome to all of you joining us at the opening of the 19th Eco Expo Asia. This is a golden opportunity for us to discuss and advance our shared commitments to a sustainable future. This year, we are honoured to have about 190 officials from about 40 official delegations from various provinces and cities in Mainland China, ASEAN (Association of Southeast Asian Nations) and Belt and Road countries joining this signature annual environmental trade event in Asia.

When people are talking about Hong Kong, what comes into our minds usually is high-rise buildings and very congested streets and roads. But actually we have a lot of well-protected countrysides in Hong Kong. And if you don’t know, I tell you that we are very rich in biodiversity. The number of coral species in our sea is more than the entire Caribbean Sea. Well, surprised? Therefore, we have produced two documentaries, “Beautiful Hong Kong” and also “Enchanting China” so as to bring the very beautiful scenes of our motherland and natural Hong Kong to the world. What you have just seen is just an extract only, and I encourage all of you to enjoy the full version that would be screened at our booth at this Expo which would tell you more about our efforts and achievements in pollution prevention, ecological protection, and nature conservation.

This year, the theme of Eco Expo Asia is “Fostering Green Innovations for Carbon Neutrality”. Our country places a lot of importance on climate change and therefore sets targets to achieve peak carbon emissions before 2030 and also strives to achieve carbon neutrality before 2060. As to Hong Kong, our carbon emissions peaked in 2014, and compared to the peak, our carbon emissions today have been reduced by about a quarter already. Actually our carbon emissions per capita is only about one quarter of the United States, and about 60 per cent of the European Union. And therefore we have set an interim target, to cut our carbon emissions by half before 2035 and achieve carbon neutrality before 2050.

We have been striving to achieve these targets through implementing our Climate Action Plan 2050 in Hong Kong, which covers four major decarbonisation strategies, namely aiming to achieve net-zero electricity generation, promote green buildings and also energy efficiency, promote green transport, as well as manage our waste reduction. In terms of green transport, I can tell you that now out of 10 newly registered vehicles in Hong Kong, seven are electric. And therefore I think we are moving at a reasonable speed.

Looking ahead, we will continue to harness the transformative power of innovation and technology to accelerate the growth of green and low-carbon transformation through supporting the development of green industry, promoting development of new energy and more importantly, facilitating green research and development projects with application potentials to transform into commercially valuable products through various measures.

On green tech, we are supporting relevant research and development through various initiatives and funding schemes, including the Innovation and Technology Fund, Green Tech Fund, New Energy Transport Fund, etc. Over HK$800 million has been approved from these funds for a few hundred research and development and pilot projects in net-zero electricity generation, energy saving, green buildings, green transport, and more.

Turning to new energy, our Chief Executive has announced in his Policy Address earlier this month, the Hong Kong Special Administrative Region (SAR) Government is committed to further promote the development of new energy including setting a target for sustainable aviation fuel (SAF) consumption, developing SAF and green maritime fuel supply chains, and promoting green and low-carbon energy such as hydrogen.

Hydrogen is regarded as a low-carbon energy with development potential in the course of energy transition. To prepare for possible wider application of hydrogen energy, the Hong Kong SAR Government published the Strategy of Hydrogen Development in Hong Kong in June this year. The Strategy sets out the four major strategies of improving legislations, establishing standards, aligning with the market, and advancing with prudency to create an environment conducive to the development of hydrogen energy in Hong Kong in a prudent and orderly manner, so that we would be able to capitalise on the environmental and economic opportunities brought about by the recent developments of hydrogen energy in different parts of the world.

While the scarcity of land resources has made it difficult for the development of a major manufacturing base for green energy as well as green technologies in Hong Kong, we are determined to leverage our position as a “super connector” and a “super value-adder” to serve as the platform for green and low-carbon technologies to facilitate their application in other parts of the world. For instance, we have supported the development of Hong Kong’s first green hydrogen production demonstration project at a landfill which is scheduled for commencement next year, and we are also facilitating the industry to establish a solar-to-hydrogen facility in Hong Kong very soon.

Ladies and gentlemen, decarbonisation cannot wait. Different regions around the world have suffered the devastating consequences of extreme weather events. Heatwaves, severe droughts, extreme rainfall, and extreme storms have attacked every corner of our planet. This year, Hong Kong experienced the hottest ever mid-autumn festival. These events remind us that climate change is indeed a current-day reality. The world must take urgent actions to combat climate change together.

Decarbonisation implies transformational change. Green innovation solutions are of paramount importance in our decarbonisation journey. During Eco Expo Asia, we will see the latest innovation and technologies and products around the world in new energy, climate adaptation and other areas.

Last but not least, I thank you again for coming today. Together, we can drive global sustainability. I hope you will find the Expo and the three-day Eco Asia Conference inspiring. For friends who come from abroad and across the boundary, I wish you all an enjoyable stay in Hong Kong, and spend more money. Thank you.

(Please also refer to the Chinese portion of the speech.)

MIL-OSI Asia-Pac: Land Registry releases Trading Fund Annual Report

Source: Hong Kong Government special administrative region

     The Land Registry (LR) today (October 30) released the Land Registry Trading Fund (LRTF) Annual Report 2023/24.

     â€‹The Land Registrar, Ms Joyce Tam, said, “Due to an overall decrease in business volume of registration of documents, searches, copying, reports on title and e-Alert services, the LRTF recorded a loss from operations (i.e. before interest income) of $36.1 million and a negative return on fixed assets of -10.5 per cent for the financial year ending March 31, 2024. After taking into account interest income, the LRTF achieved a profit of $18.3 million.”

     The total number of documents delivered for registration and searches of land registers decreased by 12.6 per cent and 10.2 per cent respectively when compared to the financial year of 2022/23.

     Ms Tam said the LR continues to implement initiatives to reform the land registration system and is working on the amendment bill on the Land Titles Ordinance (Cap. 585) (LTO). The target is to introduce the amendment bill into the Legislative Council (LegCo) in the first quarter of 2025. The implementation of the title registration system under the LTO aims to provide better assurance and greater certainty of property titles and simplify conveyancing procedures.

     The LR is also committed to promoting digitalisation and enhancing services to support the property market and the economy. Ms Tam said that the LR is working with the Digital Policy Office and the Hong Kong Monetary Authority (HKMA) on land data interchange through the secure data gateway of the Government and the HKMA to facilitate enhancement of banking services. The initiative is targeted to be implemented progressively in 2025.

     The report was tabled in the LegCo today. It can also be viewed or downloaded from the LR’s website (www.landreg.gov.hk).

MIL-OSI USA: Fact Sheet: Key AI Accomplishments in the Year Since the Biden-⁠ Harris Administration’s Landmark Executive Order

US Senate News:

Source: The White House
One year ago, President Biden issued a landmark Executive Order to ensure that America leads the way in seizing the promise and managing the risks of artificial intelligence (AI). The Executive Order directed sweeping actions to manage AI’s safety and security risks, protect Americans’ privacy, advance equity and civil rights, stand up for consumers and workers, promote innovation and competition, advance American leadership around the world, and more.
Today, the Biden-Harris Administration is announcing that Federal agencies have completed on schedule each action that the Executive Order tasked for this past year—more than one hundred in all. Below are some of the Administration’s most significant accomplishments on managing AI’s risks and seizing its promise in the year since President Biden signed his Executive Order.
Managing Risks to Safety and Security:The Executive Order directed the boldest actions ever taken to protect Americans from a broad range of AI’s safety and security risks, including risks related to dangerous biological materials, software vulnerabilities, and foreign actors’ efforts to develop AI for harmful purposes. Over the last year, to protect safety and security, agencies have:
Used Defense Production Act authorities to require developers of the most powerful AI systems to report vital information, including results of safety and security testing, to the U.S. government. These companies have notified the Department of Commerce about the results of their red-team safety tests, their plans to train powerful models, and large computing clusters they possess capable of such training. Last month, the Department of Commerce proposed a rule to require the reporting of this information on a quarterly basis.
Led the way on AI safety testing and evaluations to advance the science of AI safety. The U.S. AI Safety Institute (US AISI) at the Department of Commerce has begun pre-deployment testing of major new AI models through recently signed agreements with two leading AI developers. The Department of Energy (DOE) developed and expanded its AI testbeds and evaluation tools, which it has already used to test models’ risk to nuclear security.
Developed guidance and tools for managing AI risk. The US AISI and the National Institute of Standards and Technology (NIST) at the Department of Commerce published frameworks for managing risks related to generative AI and dual-use foundation models, and earlier this month, AISI released a Request for Information on the responsible development and use of AI models for chemical and biological sciences. The Department of Defense (DoD) released its Responsible AI toolkit to align AI projects with the Department’s Ethical Principles.
Issued a first-ever National Security Memorandum (NSM) on AI. The NSM directs concrete steps by Federal agencies to ensure the United States leads the world’s development of safe, secure, and trustworthy AI; to enable agencies to harness cutting-edge AI for national security objectives, including by protecting human rights and democratic values; and to advance international consensus and governance on AI. This essential document serves as a formal charter for the AI Safety Institute, designating it as the center of the whole-of-government approach to advanced AI model testing, and will guide rapid and responsible AI adoption by the DoD and Intelligence Community. The NSM also directs the creation of a Framework to Advance AI Governance and Risk Management in National Security, which provides agile guidance to implement the NSM in accordance with democratic values, including mechanisms for risk management, evaluations, accountability, and transparency.
Finalized a framework for nucleic acid synthesis screening to help prevent the misuse of AI for engineering dangerous biological materials. The framework, developed by the Office of Science and Technology Policy (OSTP), encourages nucleic acid synthesis providers to identify gene sequences that could be used to pose national security risks, and to implement customer screening to mitigate the risks of misuse. Federal agencies will require that funding recipients obtain synthetic nucleic acids from vendors that adhere to the framework, starting in 2025. The Department of Homeland Security (DHS) has developed an initial framework with principles for evaluating the effectiveness of screening mechanisms going forward.
Launched a new Task Force on AI Datacenter Infrastructure. The Task Force provides streamlined coordination on policies to advance datacenter development operations in line with economic, national security, and environmental goals.
Identified measures—including approaches for labeling content and improving transparency—to reduce the risks posed by AI-generated content. The Department of Commerce submitted to the White House a final report on science-backed standards and techniques for addressing these risks, while NIST has launched a challenge to develop methods for detecting AI-generated content. President Biden has emphasized that the public has a right to know when content is AI-generated, and agencies are working to use these tools to help Americans to know that communications they receive from their government are authentic.
Combatted AI-generated image-based sexual abuse. Image-based sexual abuse—both non-consensual intimate images of adults and child sexual abuse material—is one of the fastest growing harmful uses of AI to date and disproportionately targets women, children, and LGBTQI+ people. This year, following the Vice President’s leadership in underscoring the urgent need to address deepfake image-based sexual abuse and a White House Call to Action to reduce these risks, leading AI developers and data providers made voluntary commitments to curb the creation of AI-generated image-based sexual abuse material. Additionally, the Department of Justice (DOJ) funded the first-ever helpline to provide 24/7 support and specialized services for victims of the non-consensual distribution of intimate images, including deepfakes. The Department of Education also clarified that school responsibilities under Title IX may extend to conduct that takes place online, including AI-generated abuse.
Established the AI Safety and Security Board (AISSB) to advise the Secretary of Homeland Security on the safe and secure use of AI in critical infrastructure. The AISSB has met thrice this year to develop a set of recommendations for entities that develop, deploy, and promote accountability for AI systems that assist in delivering essential services to millions of Americans. The work of the AISSB complements DHS’s first-ever AI safety and security guidelines for critical infrastructure owners and operators, which were informed by agencies’ assessments of AI risks across all critical infrastructure sectors. To help protect critical infrastructure further, the Department of Treasury released a report on managing security risks of AI use in the financial sector, and the Department of Energy released an assessment of potential risks to the power grid, as well as ways in which AI could potentially strengthen grid resilience and our ability to respond to threats.
Piloted AI for protecting vital government software systems. The Department of Defense and DHS conducted AI pilots to address vulnerabilities in government networks used, respectively, for national security purposes and for civilian governmental organizations.
Standing up for Workers, Consumers, Privacy, and Civil RightsAI is changing the products and services Americans buy, affecting jobs and workplaces, and introducing or exacerbating risks to privacy, equity, and civil rights. President Biden’s Executive Order stands up for Americans in each of these domains, and over the last year, agencies have:
Developed bedrock principles and practices, along with guidance, to help protect and empower workers as AI is built for and used in the workplace. The Department of Labor (DOL) released AI Principles and Best Practices for employers and developers to build and use AI in ways that center the wellbeing of workers and improve the quality of jobs. DOL also published two guidance documents to assist federal contractors and employers in complying with worker protection laws as they deploy AI in the workplace. In addition, the Equal Employment Opportunity Commission released resources for job seekers and workers to understand how AI use could violate employment discrimination laws.
Protected patients’ rights and safety, while encouraging innovation, as AI is developed and deployed for healthcare. The Department of Health and Human Services (HHS) established an AI Safety Program to track harmful incidents involving AI’s use in healthcare settings and to evaluate mitigations for those harms. HHS has also developed objectives, goals, and high-level principles for the use of AI or AI-enabled tools in drug development processes and AI-enabled devices. Additionally, HHS finalized a rule that established first-of-its-kind transparency requirements for AI and other predictive algorithms that are part of certified health information technology. HHS also finalized a civil rights regulation, implementing Section 1557 of the Affordable Care Act, that requires covered health care entities to take steps to identify and mitigate discrimination when they use AI and other forms of decision support tools for care.
Published guidance and resources for the safe, secure, and trustworthy design and use of AI in education. In July, the Department of Education released guidance calling up on educational technology developers to design AI in ways that protect rights, improve transparency, and center teaching and learning. This month, the Department of Education released a toolkit to support schools and educational leaders in responsibly adopting valuable AI use cases.
Issued guidance on AI’s nondiscriminatory use in the housing sector, which affirms that existing prohibitions against discrimination apply to AI’s use for tenant screening and housing advertisements, while explaining how to comply with these obligations. Additionally, the Consumer Financial Protection Bureau approved a rule requiring that algorithms and AI used for home valuations are fair, nondiscriminatory, and free of conflicts of interest.
Set guardrails on the responsible and equitable use of AI and algorithmic systems in administering public benefits programs. The Department of Agriculture’s guidance provides a framework for how State, local, Tribal, and territorial governments should manage risks for uses of AI and automated systems in critical benefits programs such as SNAP, while HHS released a plan with guidelines on similar topics for benefits programs it oversees.
Affirmed commitments to prevent and address unlawful discrimination and other harms resulting from AI. DOJ’s Civil Rights Division convenes federal agency civil rights offices and senior government officials to foster AI and civil rights coordination. Five new agencies also joined a 2023 pledge to uphold America’s commitment to fairness, equality, and justice as new technologies like AI become more common in daily life.
Advanced privacy protections to safeguard Americans from privacy risks that AI creates or exacerbates. In particular, the National Science Foundation (NSF) and DOE established a research network dedicated to advancing the development, deployment, and scaling of privacy-enhancing technologies (PETs), while NSF launched the $23 million initiative Privacy-preserving Data Sharing in Practice program to apply, mature, and scale PETs for specific use cases and establish testbeds to accelerate their adoption. Simultaneously, DOE launched a $68 million effort on AI for Science research, which includes efforts at multiple DOE National Laboratories and other institutions to advance PETs for scientific AI. The Department of Commerce also developed guidelines on evaluating differential privacy guarantees. The Office of Management and Budget (OMB) released a Request for Information (RFI) on issues related to federal agency collection, processing, maintenance, use, sharing, dissemination, and disposition of commercially available information containing personally identifiable information. OMB also released an RFI on how federal agencies’ privacy impact assessments may be more effective at mitigating privacy risks, including those that are further exacerbated by AI and other advances in technology and data capabilities.
Harnessing AI for GoodOver the last year, agencies have worked to seize AI’s enormous promise, including by collaborating with the private sector, promoting development and use of valuable AI use cases, and deepening the U.S. lead in AI innovation. To harness AI for good, agencies have:
Launched the National AI Research Resource (NAIRR) pilot and awarded over 150 research teams access to computational and other AI resources. The NAIRR pilot—a national infrastructure led by the National Science Foundation (NSF) in partnership with DOE and other governmental and nongovernmental partners—makes available resources to support the nation’s AI research and education community. Supported research teams span 34 states and tackle projects covering deepfake detection, AI safety, next-generation medical diagnoses, environmental protection, and materials engineering.
Promoted AI education and training across the United States. DOE is leveraging its network of national laboratories to train 500 new researchers by 2025 to meet demand for AI talent, while NSF has invested millions of dollars in programs to train future AI leaders and innovators. These programs include the EducateAI initiative, which helps fund educators creating high-quality, inclusive AI educational opportunities at the K-12 through undergraduate levels that support experiential learning in fields such as AI and build capacity in AI research at minority-serving institutions.
Expanded the ability of top AI scientists, engineers, and entrepreneurs to come to the United States, including by clarifying O-1 and H-1B visa rules and working to streamline visa processing.
Released a report on the potential benefits, risks, and implications of dual-use foundation models for which the model weights are widely available, including related policy recommendations. The Department of Commerce’s report draws on extensive outreach to experts and stakeholders, including hundreds of public comments submitted on this topic.
Announced a competition for up to $100 million to support the application of AI-enabled autonomous experimentation to accelerate research into—and delivery of—targeted, industry-relevant, sustainable semiconductor materials and processes.
Established two new National AI Research Institutes for building AI tools to advance progress across economic sectors, science, and engineering. The NSF-led AI Research Institutes launched in September will develop AI tools for astronomical sciences, with broader applications across scientific disciplines. Earlier this year, NSF also funded 10 inaugural Regional Innovation Engines (NSF Engines), seven of which include a focus on advancing AI.
Announced millions of dollars in further investments to advance responsible AI development and use throughout our society. These include $13 million invested by DOE in the VoltAIc initiative for using AI to streamline permitting and accelerate clean energy deployment, as well as $68M from DOE to fund AI for scientific research to accelerate scientific programming and develop energy efficient AI models and hardware. DOE has also launched the Frontiers in AI for Science, Security, and Technology (FASST) initiative roadmap and request for information to harness AI for scientific discovery, national security, energy and electric grid resilience, and other national challenges, building on AI tools, models, and partnerships. NSF, in partnership with philanthropy, announced an inaugural investment of more than $18 million to 44 multidisciplinary, multi-sector teams across the U.S. to advance the responsible design, development, and deployment of technologies including AI, ensuring ethical, legal, community, and societal considerations are embedded in the lifecycle of technology’s creation.
Issued a first-ever report analyzing AI’s near-term potential to support the growth of America’s clean energy economy. DOE’s National Laboratories also issued a long-term grand challenges report identifying opportunities in AI for energy over the next decade.
Released a vision for how AI can help us achieve our nation’s greatest aspirations. AI Aspirations sets forth goals to create a future of better health and opportunity for all, mitigate climate change and boost resilience, build robust infrastructure and manufacturing, ensure the government works for every American, and more. In furtherance of these goals, HHS launched CATALYST, a research and development program focused on the potential use of AI to better predict drug safety and efficacy before clinical trials start. In complement, the President’s Council of Advisors on Science and Technology also authored a report outlining AI’s potential to revolutionize and accelerate scientific discovery.
Published guidance addressing vital questions at the intersection of AI and intellectual property. To advance innovation the U.S. Patent and Trademark Office (USPTO) has released guidance documents addressing the patentability of AI-assisted inventions, on the subject matter eligibility of patent claims involving inventions related to AI technology, and on the use of AI tools in proceedings before USPTO.
Bringing AI and AI Talent into GovernmentAI can help government deliver better results for the American people, though its use by Federal agencies can also pose risks, such as discrimination and unsafe decisions. Bringing AI and AI-enabling professionals into government, moreover, is vital for managing these risks and opportunities and advancing other critical AI missions. Over the last year, agencies have:
Issued the first-ever government-wide policy to strengthen governance, mitigate risks, and advance innovation in federal use of AI. OMB’s historic policy, M-24-10, requires agencies to implement concrete safeguards when using AI in a way that could impact Americans’ rights or safety. These safeguards include a series of mandatory risk management practices to reliably assess, test, and monitor AI’s impacts on the public and provide greater transparency into how the government uses AI. OMB’s policy also directs agencies to designate Chief AI Officers to coordinate the use of AI across their agency, while expanding and upskilling their AI workforce and removing barriers to adopting AI for all manner of purposes—from addressing climate change to advancing public health and safety.
Released a government-wide policy to advance responsible acquisition of AI by Federal agencies. M-24-18, published this month by OMB, helps ensure that when Federal agencies acquire AI, they have the information and tools necessary to manage risks, promote a competitive marketplace, and collaborate on strategic planning. This work directs the Federal government—the largest buyer in the U.S. economy—to advance AI innovation and risk management through responsibly exercising its purchasing power.
Hired over 250 AI practitioners into the Federal government through the AI Talent Surge. Tech talent programs ramped up hiring for AI talent, with the Presidential Innovation Fellows bringing on their first-ever AI cohort, DHS establishing their AI Corps with over 30 members onboarded to date, and the U.S. Digital Corps providing pathways for early-career technologists to join Federal service. AI talent has been instrumental in delivering on critical AI priorities, from using AI to deliver top-tier government services, to protecting the public’s rights and safety in the use of AI.
Established the Chief AI Officers Council to harmonize best practices and sharing of resources across the interagency to implement OMB’s guidance and coordinate the development and use of AI in agencies’ programs and operations.
Introduced expanded reporting instructions for the federal AI use case inventory to include identifying use cases that impact rights or safety and how the agency is addressing the relevant risks in line with OMB’s policies.
Bolstered the public interest technology ecosystem. Building on the AI Talent Surge, the White House announced funding across government, academia, and civil society to support education and career pathways that will help ensure government has access to diverse, mission-oriented technology talent.
Activated new hiring authorities to bring AI and AI-enabling talent into agencies. As part of the AI Talent Surge, the Office of Personnel Management (OPM) granted new hiring authorities, including direct hire authorities and excepted service authorities, for agencies to rapidly bring on top-tier AI and AI-enabling talent, and released guidance on skills-based hiring and pay and leave flexibilities to best position agencies to hire and retain AI and AI-enabling talent. Additionally, OPM collaborated with partners to run three National Tech to Gov career fairs to connect the public with AI and tech jobs in government, surfacing roles from over 64 Federal, state, and local government employers to over 3,000 job seekers.
Advancing U.S. Leadership AbroadPresident Biden’s Executive Order directed work to lead global efforts to capture AI’s promise, mitigate AI’s risks, and ensure AI’s responsible governance. To advance these goals, the Administration has:
Sponsored and passed a landmark United Nations General Assembly resolution. The unanimously adopted resolution, with more than 100 co-sponsors (including the People’s Republic of China), lays out a common vision for countries around the world to promote the safe and secure use of AI to address global challenges.
Engaged foreign leaders on strengthening international rules and norms for AI, including at the 2023 UK AI Safety Summit and the AI Seoul Summit in May 2024, where Vice President Harris represented the United States. In the United Kingdom, Vice President Harris unveiled a series of U.S. initiatives to advance the safe and responsible use of AI, including the establishment of AISI at the Department of Commerce.
Announced a global network of AI Safety Institutes and other government-backed scientific offices to advance AI safety at a technical level. This network, which will formally launch in November at the inaugural network convening in San Francisco, will accelerate critical information exchange and drive toward common or compatible safety evaluations and policies.
Expanded global support for the U.S.-led Political Declaration on the Responsible Military Use of Artificial Intelligence and Autonomy. Fifty-six nations now endorse the political declaration, which outlines a set of norms for the responsible development, deployment, and use of military AI capabilities. DoD has expanded the scope of its international AI Partnership for Defense to align global Responsible AI practices with the Political Declaration’s norms.
Developed comprehensive plans for U.S. engagement on global AI standards and AI-related critical infrastructure topics. NIST and DHS, respectively, will report on priority actions taken per these plans in 90 days.
Signed the Council of Europe’s Framework Convention on AI and Human Rights, Democracy, and the Rule of Law. This first multilateral treaty on AI represents a powerful affirmation of the relevance of existing human rights obligations to AI activities and establishes a strong baseline in international law for responsible government use of AI. The United States’ signature reflects its commitment to ensuring that AI technologies are designed, developed, used, and governed in ways that promote respect for human rights and democratic values.
Led the development of a Joint Statement on Responsible Government Practices for AI Technologies. The Joint Statement, to which the 41 countries of the Freedom Online Coalition committed, calls on governments to develop, use, and procure AI responsibly, including by respecting international obligations and commitments, assessing impacts of AI systems, conducting ongoing monitoring, ensuring adequate human training and assessment, communicating and responding to the public, and providing effective access to remedy.
Launched the Global Partnership for Action on Gender-Based Online Harassment and Abuse. The 15-country Global Partnership has advanced international policies to address online safety, and spurred new programs to prevent and respond to technology-facilitated gender-based violence, including through AI.
The Department of State and the U.S. Agency for International Development published resources to advance global AI research and use of AI for economic development. The AI in Global Development Playbook incorporates principles and practices from NIST’s AI Risk Management Framework to guide AI’s responsible development and deployment across international contexts, while the Global AI Research Agenda outlines priorities for advancing AI’s safe, responsible, and sustainable global development and adoption.
The table below summarizes many of the activities that federal agencies have completed in response to the Executive Order.

MIL OSI USA News –

MIL-OSI Asia-Pac: LCQ17: Protecting the rights and interests of consumers

Source: Hong Kong Government special administrative region

Following is a question by Professor the Hon Priscilla Leung and a written reply by the Secretary for Commerce and Economic Development, Mr Algernon Yau, in the Legislative Council today (October 30):

Question:

     It has been reported that a chain fitness and beauty group suddenly announced its “temporary business suspension” last month. As at the middle of last month, the Consumer Council received a total of 3 861 relevant complaints, involving a total amount of nearly $130 million, with an average amount of about $33,000 per case, and the largest amount involved in a single complaint was about $1.81 million. Regarding protecting the rights and interests of consumers, will the Government inform this Council:

(1) whether it will re-activate the legislative exercise to stipulate a statutory cooling-off period for beauty and fitness services consumer contracts; if so, of the details; if not, the reasons for that;

(2) whether it will consider establishing new industry rules for the beauty and fitness industries, so as to protect the rights and interests of consumers; if so, of the details; if not, the reasons for that; and

(3) whether it will consider setting up an interdepartmental task force to roll out publicity and education programmes (especially targeting underprivileged groups such as poor elders), so as to help members of the public become smart consumers and avoid suffering losses; if so, of the details; if not, the reasons for that?

Reply:

President,

     The Government of the Hong Kong Special Administrative Region is highly concerned about the recent incident involving the temporary business suspension suddenly announced by a chain fitness and beauty group, and has formed an inter-departmental dedicated investigation team to follow up. The dedicated investigation team, which comprises the Commerce and Economic Development Bureau, the Security Bureau, the Customs and Excise Department (C&ED), the Hong Kong Police Force (Police) and the Consumer Council (Council), continues to closely monitor the developments of the incident. In particular, the C&ED and the Police are conducting intensive investigation from the perspectives of offences regarding the unfair trade practices under the Trade Descriptions Ordinance (Cap. 362) (the Ordinance) and whether other criminal offences are involved respectively.

     The reply to the various parts of the question is as follows:

(1) and (2) In view of the unfair trade practices involving prepaid mode of consumption (in particular the situation of fitness centres and beauty parlours using aggressive tactics to sell services that involve large amount of prepayments), the Government conducted a three-month public consultation in 2019 to solicit views on the proposal to stipulate a statutory cooling-off period for beauty and fitness services consumer contracts through legislation. However, shortly after the public consultation, there have been drastic changes in the social environment, economic situation and consumption sentiment since the second half of 2019.

     We are aware that different sectors of the community have put forward various suggestions in respect of offering better protection to consumers who make prepayments (including stipulating a statutory cooling-off period, imposing a cap on the length of prepayment contracts and prepayment amounts, and setting up trust accounts), after this incident of the chain fitness and beauty group announcing temporary business suspension. We will conduct an in-depth study into different suggestions and consider their pros and cons and feasibility, with reference to the experience of this incident, other relevant factors (including the economic environment, the operating situation of relevant industries and relevant complaint and enforcement statistics) and the experience in other jurisdictions, with a view to formulating appropriate strategies to strengthen the protection of consumers’ rights and interests.

(3) Currently, various laws in Hong Kong protect consumers’ rights and interests. Among others, the Ordinance covers goods and services, and prohibits traders from subjecting consumers to unfair trade practices, including false trade descriptions, misleading omissions, aggressive commercial practices, bait advertising, bait-and-switch and wrongly accepting payment. The Ordinance is applicable to the trade practices of both physical and online traders.

     The C&ED is the principal enforcement agency of the Ordinance, and adopts a three-pronged approach, covering enforcement actions, compliance promotion and publicity and public education, to combat unfair trade practices proactively. Meanwhile, the Council endeavours to study and promote the protection of consumers’ rights and interests, and carries out its statutory functions in accordance with the Consumer Council Ordinance (Cap. 216), including handling complaints from consumers and resolving disputes between consumers and traders.

     The C&ED and the Council have been maintaining close communication with each other, and have been collaborating with other government departments and social service organisations, etc, to jointly promote the protection of the rights and interests of consumers (including the elderly and other vulnerable groups). They also adjust and strengthen the strategies and work in respect of publicity and public education, having regard to the complaints and the enforcement situation. Among others, the relevant publicity and public education work includes:

(i) Conducting talks and workshops for the elderly and other vulnerable groups (and their family members and carers), with a view to enhancing their understanding of common unfair trade practices and sharing with them tips about “smart consumption”, so as to prevent them from falling into sales pitfalls.

     In particular, targeting common unfair trade practices, the C&ED conducts talks for the elderly and joins hands with the Police, District Councils and District Fight Crime Committees to carry out promotion by distributing promotional leaflets to the elderly, with a view to enhancing the elderly’s understanding of the Ordinance and awareness of “smart consumption”.

(ii) Conducting dedicated educational programmes to enhance the capability of the elderly and other vulnerable groups to guard against unfair trade practices.

     In particular, the Council conducts the Educator Scheme for Senior Citizens, which provides consumer education training to soon-to-be retirees and retirees so as to equip them to host consumer educational talks for other elderly in the community. The Council’s Support Programme for Persons with Special Needs, through virtual reality role-play simulations that cover different scenarios (for example those about the sales pitfalls of fitness and beauty centres), allows persons with special needs to better grasp the skills for guarding against common sales pitfalls.

(iii) Disseminating consumer information to facilitate consumers to make informed consumption decisions.

     In particular, the Council publishes product tests, service surveys, consumption tips and complaint case sharing, etc, in its CHOICE magazine, providing practical consumer information to different groups of consumers (including the elderly and other vulnerable groups).

MIL-OSI Asia-Pac: National Internet Exchange of India unveils new office at World Trade Centre, New Delhi along with its new initiatives

Source: Government of India (2)

National Internet Exchange of India unveils new office at World Trade Centre, New Delhi along with its new initiatives

MeitY Secretary unveils NIXI’s latest digital initiatives for a Secure and Inclusive Internet; Festive Offer for .in Accredited Registrars, to drive adoption of .in domain

NIXI and TCIL sign Strategic Agreement to bolster user trust with SSL Certificates

Posted On: 30 OCT 2024 1:51PM by PIB Delhi

The National Internet Exchange of India (NIXI) today celebrated the grand inauguration of its new office at the World Trade Centre, Nauroji Nagar, New Delhi. The event was presided over by Sh. S Krishnan, Secretary, Ministry of Electronics and Information Technology (MeitY) and Chairman, NIXI along with Shri Bhuvnesh Kumar, Additional Secretary, MeitY, Shri Sushil Pal, Joint Secretary, MeitY, and Shri Rajesh Singh, Joint Secretary and Financial Adviser, MeitY. This event marked a significant step in NIXI’s ongoing efforts to strengthen India’s internet infrastructure and foster digital growth.

As part of the event, Secretary MeitY also unveiled a few of the initiatives undertaken by NIXI, such as a Festive Offer for .in Accredited Registrars, aimed at accelerating the adoption of the .in domain across the users. He mentioned that NIXI has a very important role to play in the field of Internet, not just at national level but also globally. NIXI is ready to make a difference in this field as its role is being redefined right now, he added.

NIXI’s CSR Impact Report for FY 23-24

The ceremony also featured the launch of NIXI’s CSR Impact Report for FY 23-24, highlighting the organization’s achievements in the realm of corporate social responsibility. The report showcased NIXI’s work in promoting digital literacy, expanding internet accessibility, and contributing to community development. It also outlined future goals, reaffirming NIXI’s commitment to supporting India’s digital economy and social empowerment initiatives.

Strategic Agreement with TCIL

The event was also marked by the signing of a strategic agreement with M/s Telecommunications Consultants India Ltd (TCIL) for the implementation of NIXI SSL Certificate Authority (SSL CA). This partnership will enhance internet security across India by providing trusted SSL certification services, ensuring safe online transactions and bolstering user trust.

On this occasion, Dr. Devesh Tyagi, CEO NIXI said that as of now we have booked 41 lakh domains and our next target is to reach 50 lakh which will be a very significant target. We have 77 exchange points across the country which have proven helpful in keeping our data within the country. We are also planning to bring a new scheme to increase these exchange points.

About NIXI

Set up on 19th June 2003, the National Internet Exchange of India (NIXI) is a not-for-profit (Section 8) company under the aegis of the Ministry of Electronics and Information Technology, Government of India. It is tasked with increasing internet penetration and adoption in India by facilitating various infrastructure aspects to enable the internet ecosystem to be managed and used by the masses.

The four services under NIXI include: Internet Exchange Points (IXPs) for building Internet Exchange Points, .IN Registry for building the .in domain digital identity, IRINN for IPv4 and IPv6 addresses adoption, and Data Centre services under NIXI-CSC for data storage services.

*****

Dharmendra Tewari/Kshitij Singha

(Release ID: 2069493) Visitor Counter : 65

MIL-OSI: YieldMax™ ETFs Announces Distributions on YBIT (65.28%), TSLY (60.58%), TSMY (54.47%), YMAX (66.23%), YMAG (41.16%) and Others

Source: GlobeNewswire (MIL-OSI)

CHICAGO and MILWAUKEE and NEW YORK, Oct. 30, 2024 (GLOBE NEWSWIRE) — YieldMax™ today announced distributions for the YieldMax™ ETFs listed in the table below.

ETF Ticker¹	ETF Name	Reference Asset	Distribution per Share	Distribution Frequency	Distribution Rate^2,4,5	30-Day SEC Yield³	Ex-Date & Record Date	Payment Date
YMAX	YieldMax™ Universe Fund of Option Income ETFs	Multiple	$0.2247	*Weekly*	66.23%	50.85%	10/31/24	11/1/2024
YMAG	YieldMax™ Magnificent 7 Fund of Option Income ETFs	Multiple	$0.1528	*Weekly*	41.16%	62.93%	10/31/24	11/1/2024
TSLY	YieldMax™ TSLA Option Income Strategy ETF	TSLA	$0.5986	Every 4 Weeks	60.58%	3.09%	10/31/24	11/1/2024
CRSH	YieldMax™ Short TSLA Option Income Strategy ETF	TSLA	$0.4489	Every 4 Weeks	51.38%	3.61%	10/31/24	11/1/2024
GOOY	YieldMax™ GOOGL Option Income Strategy ETF	GOOGL	$0.3771	Every 4 Weeks	31.69%	3.28%	10/31/24	11/1/2024
YBIT	YieldMax™ Bitcoin Option Income Strategy ETF	Bitcoin ETP	$0.6717	Every 4 Weeks	65.28%	4.07%	10/31/24	11/1/2024
OARK	YieldMax™ Innovation Option Income Strategy ETF	ARKK	$0.2818	Every 4 Weeks	35.18%	3.37%	10/31/24	11/1/2024
XOMO	YieldMax™ XOM Option Income Strategy ETF	XOM	$0.3373	Every 4 Weeks	26.26%	3.32%	10/31/24	11/1/2024
SNOY	YieldMax™ SNOW Option Income Strategy ETF	SNOW	$0.5589	Every 4 Weeks	43.15%	3.44%	10/31/24	11/1/2024
TSMY	YieldMax™ TSM Option Income Strategy ETF	TSM	$0.8897	Every 4 Weeks	54.47%	3.48%	10/31/24	11/1/2024
Scheduled for next week: YMAX YMAG NVDY DIPS FBY GDXY BABO JPMO MRNY PLTY

The performance data quoted above represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted above. Performance current to the most recent month-end can be obtained by calling (833) 378-0717.

Note: DIPS, FIAT, CRSH and YQQQ are hereinafter referred to as the “Short ETFs”.

Distributions are not guaranteed. The Distribution Rate and 30-Day SEC Yield are not indicative of future distributions, if any, on the ETFs. In particular, future distributions on any ETF may differ significantly from its Distribution Rate or 30-Day SEC Yield. You are not guaranteed a distribution under the ETFs. Distributions for the ETFs (if any) are variable and may vary significantly from period to period and may be zero. Accordingly, the Distribution Rate and 30-Day SEC Yield will change over time, and such change may be significant.

Investors in the Funds will not have rights to receive dividends or other distributions with respect to the underlying reference asset(s).

¹ All YieldMax™ ETFs shown in the table above (except YMAX and YMAG) have a gross expense ratio of 0.99%. YMAX and YMAG have a Management Fee of 0.29% and Acquired Fund Fees and Expenses of 0.99% for a gross expense ratio of 1.28%. “Acquired Fund Fees and Expenses” are indirect fees and expenses that the Fund incurs from investing in the shares of other investment companies, namely other YieldMax™ ETFs.

² The Distribution Rate shown is as of close on October 29, 2024. The Distribution Rate is the annual distribution rate an investor would receive if the most recent distribution, which includes option income, remained the same going forward. The Distribution Rate is calculated by annualizing an ETF’s Distribution per Share and dividing such annualized amount by the ETF’s most recent NAV. The Distribution Rate represents a single distribution from the ETF and does not represent its total return. Distributions may also include a combination of ordinary dividends, capital gain, and return of investor capital, which may decrease an ETF’s NAV and trading price over time. As a result, an investor may suffer significant losses to their investment. These Distribution Rates may be caused by unusually favorable market conditions and may not be sustainable. Such conditions may not continue to exist and there should be no expectation that this performance may be repeated in the future.

³ The 30-Day SEC Yield represents net investment income, which excludes option income, earned by such ETF over the 30-Day period ended September 30, 2024, expressed as an annual percentage rate based on such ETF’s share price at the end of the 30-Day period.

⁴ Each ETF’s strategy (except those of the Short ETFs) will cap potential gains if its reference asset’s shares increase in value, yet subjects an investor to all potential losses if the reference asset’s shares decrease in value. Such potential losses may not be offset by income received by the ETF. Each Short ETF’s strategy will cap potential gains if its reference asset decreases in value, yet subjects an investor to all potential losses if the reference asset increases in value. Such potential losses may not be offset by income received by the ETF.

⁵ YieldMax™ ETF distributions may contain return of capital, but an estimate cannot be provided at this time. Please refer to the 19a-1 notices here for additional details regarding the distributions’ composition, once available.

Each Fund has a limited operating history and while each Fund’s objective is to provide current income, there is no guarantee the Fund will make a distribution. Distributions are likely to vary greatly in amount.

Standardized Performance

For YMAX, click here. For YMAG, click here. For TSLY, click here. For OARK, click here. For APLY, click here. For NVDY, click here. For AMZY, click here. For FBY, click here. For GOOY, click here. For NFLY, click here. For CONY, click here. For MSFO, click here. For DISO, click here. For XOMO, click here. For JPMO, click here. For AMDY, click here. For PYPY, click here. For SQY, click here. For MRNY, click here. For AIYY, click here. For MSTY, click here. For ULTY, click here. For YBIT, click here. For CRSH, click here. For GDXY, click here. For SNOY, click here. For ABNY, click here. For FIAT, click here. For DIPS, click here. For BABO, click here. For YQQQ, click here. For TSMY, click here. For SMCY, click here. For PLTY, click here.

Prospectuses

Click here.

Before investing you should carefully consider the Fund’s investment objectives, risks, charges and expenses. This and other information are in the prospectus. Please read the prospectuses carefully before you invest.

There is no guarantee that any Fund’s investment strategy will be properly implemented, and an investor may lose some or all of its investment in any such Fund.

Tidal Financial Group is the adviser for all YieldMax™ ETFs and ZEGA Financial is their sub-adviser.

THE FUND, TRUST, AND SUB-ADVISER ARE NOT AFFILIATED WITH ANY UNDERLYING REFERENCE ASSET.

Risk Disclosures (applicable to all YieldMax ETFs referenced above, except the Short ETFs)

YMAX and YMAG generally invest in other YieldMax™ ETFs. As such, these two Funds are subject to the risks listed in this section, which apply to all the YieldMax™ ETFs they may hold from time to time.

Investing involves risk. Principal loss is possible.

Call Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s call writing strategy will impact the extent that the Fund participates in the positive price returns of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold call options and over longer periods.

Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.

Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.

Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given period. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next.

High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings.

Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.

Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.

New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.

Price Participation Risk. The Fund employs an investment strategy that includes the sale of call option contracts, which limits the degree to which the Fund will participate in increases in value experienced by the underlying reference asset over the Call Period.

Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security (ARKK, TSLA, AAPL, NVDA, AMZN, META, GOOGL, NFLX, COIN, MSFT, DIS, XOM, JPM, AMD, PYPL, SQ, MRNA, AI, MSTR, Bitcoin ETP, GDX^®, SNOW, ABNB, BABA, TSM, SMCI, PLTR), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.

Risk Disclosures (applicable only to BABO and TSMY)

Currency Risk: Indirect exposure to foreign currencies subjects the Fund to the risk that currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.

Depositary Receipts Risk: The securities underlying BABO and TSMY are American Depositary Receipts (“ADRs”). Investment in ADRs may be less liquid than the underlying shares in their primary trading market.

Foreign Market and Trading Risk: The trading markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight.

Foreign Securities Risk: Investments in securities of non-U.S. issuers involve certain risks that may not be present with investments in securities of U.S. issuers, such as risk of loss due to foreign currency fluctuations or to political or economic instability, as well as varying regulatory requirements applicable to investments in non-U.S. issuers. There may be less information publicly available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may also be subject to different regulatory, accounting, auditing, financial reporting and investor protection standards than U.S. issuers.

Risk Disclosures (applicable only to GDXY)

Risk of Investing in Foreign Securities. The Fund is exposed indirectly to the securities of foreign issuers selected by GDX^®’s investment adviser, which subjects the Fund to the risks associated with such companies. Investments in the securities of foreign issuers involve risks beyond those associated with investments in U.S. securities.

Risk of Investing in Gold and Silver Mining Companies. The Fund is exposed indirectly to gold and silver mining companies selected by GDX^®’s investment adviser, which subjects the Fund to the risks associated with such companies.

The Fund invests in options contracts based on the value of the VanEck Gold Miners ETF (GDX^®), which subjects the Fund to some of the same risks as if it owned GDX^®, as well as the risks associated with Canadian, Australian and Emerging Market Issuers, and Small-and Medium-Capitalization companies.

Risk Disclosures (applicable only to YBIT)

YBIT does not invest directly in Bitcoin or any other digital assets. YBIT does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. YBIT does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than YBIT.

Bitcoin Investment Risk: The Fund’s indirect investment in Bitcoin, through holdings in one or more Underlying ETPs, exposes it to the unique risks of this emerging innovation. Bitcoin’s price is highly volatile, and its market is influenced by the changing Bitcoin network, fluctuating acceptance levels, and unpredictable usage trends.

Digital Assets Risk: Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility. Potentially No 1940 Act Protections. As of the date of this Prospectus, there is only a single eligible Underlying ETP, and it is an investment company subject to the 1940 Act.

Bitcoin ETP Risk: The Fund invests in options contracts that are based on the value of the Bitcoin ETP. This subjects the Fund to certain of the same risks as if it owned shares of the Bitcoin ETP, even though it does not. Bitcoin ETPs are subject, but not limited, to significant risk and heightened volatility. An investor in a Bitcoin ETP may lose their entire investment. Bitcoin ETPs are not suitable for all investors. In addition, not all Bitcoin ETPs are registered under the Investment Company Act of 1940. Those Bitcoin ETPs that are not registered under such statute are therefore not subject to the same regulations as exchange traded products that are so registered.

Risk Disclosures (applicable only to the Short ETFs)

Investing involves risk. Principal loss is possible.

Price Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the value of the underlying reference asset. This strategy subjects the Fund to certain of the same risks as if it shorted the underlying reference asset, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the value of the underlying reference asset, the Fund is subject to the risk that the value of the underlying reference asset increases. If the value of the underlying reference asset increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses.

Put Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s put writing (selling) strategy will impact the extent that the Fund participates in decreases in the value of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold put options and over longer periods.

Purchased OTM Call Options Risk. The Fund’s strategy is subject to potential losses if the underlying reference asset increases in value, which may not be offset by the purchase of out-of-the-money (OTM) call options. The Fund purchases OTM calls to seek to manage (cap) the Fund’s potential losses from the Fund’s short exposure to the underlying reference asset if it appreciates significantly in value. However, the OTM call options will cap the Fund’s losses only to the extent that the value of the underlying reference asset increases to a level that is at or above the strike level of the purchased OTM call options. Any increase in the value of the underlying reference asset to a level that is below the strike level of the purchased OTM call options will result in a corresponding loss for the Fund. For example, if the OTM call options have a strike level that is approximately 100% above the then-current value of the underlying reference asset at the time of the call option purchase, and the value of the underlying reference asset increases by at least 100% during the term of the purchased OTM call options, the Fund will lose all its value. Since the Fund bears the costs of purchasing the OTM calls, such costs will decrease the Fund’s value and/or any income otherwise generated by the Fund’s investment strategy.

Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.

Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying reference asset, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.

Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given period. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next.

High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings.

Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.

Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.

New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.

Price Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will participate in decreases in value experienced by the underlying reference asset over the Put Period.

Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, for any Fund that focuses on an individual security (e.g., TSLA, COIN, NVDA), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.

Risk Disclosures (applicable only to YQQQ)

Index Overview. The Nasdaq 100 Index is a benchmark index that includes 100 of the largest non-financial companies listed on the Nasdaq Stock Market, based on market capitalization.

Index Level Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the Index level. This strategy subjects the Fund to certain of the same risks as if it shorted the Index, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the Index level, the Fund is subject to the risk that the Index level increases. If the Index level increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. The Fund may also be subject to the following risks: innovation and technological advancement; strong market presence of Index constituent companies; adaptability to global market trends; and resilience and recovery potential.

Index Level Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will benefit from decreases in the Index level experienced over the Put Period. This means that if the Index level experiences a decrease in value below the strike level of the sold put options during a Put Period, the Fund will likely not experience that increase to the same extent and any Fund gains may significantly differ from the level of the Index losses over the Put Period. Additionally, because the Fund is limited in the degree to which it will participate in decreases in value experienced by the Index level over each Put Period, but has significant negative exposure to any increases in value experienced by the Index level over the Put Period, the NAV of the Fund may decrease over any given period. The Fund’s NAV is dependent on the value of each options portfolio, which is based principally upon the inverse of the performance of the Index level. The Fund’s ability to benefit from the Index level decreases will depend on prevailing market conditions, especially market volatility, at the time the Fund enters into the sold put option contracts and will vary from Put Period to Put Period. The value of the options contracts is affected by changes in the value and dividend rates of component companies that comprise the Index, changes in interest rates, changes in the actual or perceived volatility of the Index and the remaining time to the options’ expiration, as well as trading conditions in the options market. As the Index level changes and time moves towards the expiration of each Put Period, the value of the options contracts, and therefore the Fund’s NAV, will change. However, it is not expected for the Fund’s NAV to directly inversely correlate on a day-to-day basis with the returns of the Index level. The amount of time remaining until the options contract’s expiration date affects the impact that the value of the options contracts has on the Fund’s NAV, which may not be in full effect until the expiration date of the Fund’s options contracts. Therefore, while changes in the Index level will result in changes to the Fund’s NAV, the Fund generally anticipates that the rate of change in the Fund’s NAV will be different than the inverse of the changes experienced by the Index level.

YieldMax™ ETFs are distributed by Foreside Fund Services, LLC. Foreside is not affiliated with Tidal Financial Group, YieldMax™ ETFs or ZEGA Financial.

MIL-OSI: Dayforce Reports Third Quarter 2024 Results¹

Source: GlobeNewswire (MIL-OSI)

Dayforce® recurring revenue of $333.2 million, up 19%

Total revenue of $440.0 million, up 17%

Year-to-date net cash provided by operating activities of $200.1 million, up 54%

MINNEAPOLIS and TORONTO, Oct. 30, 2024 (GLOBE NEWSWIRE) — Dayforce, Inc. (“Dayforce” or the “Company”) (NYSE:DAY) (TSX:DAY), a global leader in human capital management (“HCM”) technology, today announced its financial results for the third quarter ended September 30, 2024.

“Our dedicated team achieved excellent results in the third quarter, positioning us to finish 2024 with strength,” said David Ossip, Chair and CEO of Dayforce. “Dayforce recurring revenue grew 19% year-over-year, and year-to-date cash flows from operating activities were up 54%, underscoring our ability to both grow and generate profits at scale. We continue to see organizations across the globe realize greater value as they simplify their people operations with the all-in-one Dayforce platform.”

“In the third quarter, we repurchased approximately $30 million worth of shares under our $500 million share repurchase program that we launched last quarter highlighting our progress in enhancing our overall profit profile and the flexibility of our cash-generative business model,” said Jeremy Johnson, CFO of Dayforce. “Looking forward, we are excited to meet many of our investors in-person at our inaugural Investor Day alongside our Dayforce Discover conference in Las Vegas where we will outline our strategy for future growth.”

Financial Highlights for the Third Quarter 2024¹

Total revenue was $440.0 million, an increase of 16.6%, or 16.7% on a constant currency basis.
Dayforce recurring revenue was $333.2 million, an increase of 19.2%, or 19.3% on a constant currency basis. Excluding float revenue, Dayforce recurring revenue was $292.0 million, an increase of 18.9%, or 19.0% on a constant currency basis.
Cloud recurring gross margin was 79.0%, compared to 77.0%. Adjusted cloud recurring gross margin was 79.9%, compared to 78.3%.
Operating profit was $20.8 million compared to $26.5 million. Adjusted operating profit was $103.2 million compared to $89.4 million.
Net income was $2.0 million, compared to net loss of $3.8 million. Adjusted net income was $74.5 million, compared to $58.3 million.
Adjusted EBITDA was $126.1 million, compared to $107.2 million.
Diluted net income per share was $0.01, compared to diluted net loss per share of $0.02. Adjusted diluted net income per share was $0.47, compared to $0.37.
Net cash provided by operating activities for the nine months ended September 30, 2024 was $200.1 million, compared to $129.6 million for the nine months ended September 30, 2023. Free cash flow for the nine months ended September 30, 2024 was $117.3 million, compared to $41.3 million for the nine months ended September 30, 2023.

Supplemental Detail

6,730 customers were live on the Dayforce platform as of September 30, 2024, an increase of 73 customers since June 30, 2024 and an increase of 384 customers since September 30, 2023, or 6.1% year-over-year.²
Dayforce recurring revenue per customer was $159,496 for the trailing twelve months ended September 30, 2024, an increase of 14.9%.³
The average float balance for Dayforce’s customer funds during the quarter was $4.48 billion and the average yield on Dayforce’s float balance was 4.0%, an increase of 20 basis points year-over-year. Float revenue from invested customer funds was $45.6 million for the three months ended September 30, 2024.
The average U.S. dollar to Canadian dollar foreign exchange rate was $1.36 for the three months ended September 30, 2024, compared to $1.34 for the three months ended September 30, 2023. Dayforce presents percentage change in revenue on a constant currency basis in order to exclude the effect of foreign currency rate fluctuations, which it believes is useful to management and investors. Percentage change in revenue was calculated on a constant currency basis by applying the average foreign exchange rate in effect during the comparable prior period.

¹ The financial highlights are on a year-over-year basis, unless otherwise stated. All financial results are reported in United States (“U.S.”) dollars and in accordance with accounting principles generally accepted in the U.S. (“GAAP”), unless otherwise stated.
² Excluding Ascender, ADAM HCM, and eloomi.
³ Excluding float revenue, Ascender, ADAM HCM, and eloomi revenue, and on a constant currency basis. Please refer to the “Non-GAAP Financial Measures” section for discussion of percentage change in revenue on a constant currency basis.

Business Highlights

Dayforce was named a Leader in the 2024 Gartner Magic Quadrant for Cloud HCM Suites for 1,000+ Employee Enterprises for the fifth consecutive year in October 2024. The Company also scored highest in both North American Compliance Suite 1,000-2,500 and North American Compliance Suite 2,500+ in the 2024 Critical Capabilities report for Cloud HCM Suites for Enterprises with 1000+ Employees.
The Company earned a 2024 Top HR Products of the Year Award from Human Resources Executive Magazine for Dayforce Career Explorer and placed on the Constellation ShortList™ within four categories: Workforce Management Suites, HCM Suites with a North American Focus, Global HCM Suites, and Payroll for North American SMBs.
Dayforce attained a five-star rating for the second year in a row on Newsweek’s list of America’s Greenest Companies 2025, recognized by TIME Magazine as one of the World’s Most Sustainable Companies 2024, named a Top 10 company for workers by JUST Capital, placed on the Most Loved Workplaces list for young professionals, and awarded a TrustRadius Tech Cares award for the company’s efforts in social responsibility and volunteerism.

Sales Highlights

A North American hospitality company that specializes in managing and developing luxury hotels and resorts selected the full Dayforce suite to support 22,000 employees across U.S., Mexico, and Canada.
A major multi-brand Australian retailer has selected Dayforce as its unified HCM solution to support their 12,000 employees across Australia and New Zealand.
A global manufacturing and distribution leader, operating in over 12 countries, selected the full Dayforce suite to enhance the experience of 8,500 employees across the United States and Canada.
A wholesale distributor of food service and janitorial supplies, with 7,200 employees in the U.S. and Canada chose Dayforce as its comprehensive human capital management solution, opting for the full Dayforce suite of products with Managed Benefits.
A world-leading manufacturer and retailer of footwear chose the full Dayforce suite to support its 5,300 employees globally.
A U.S.-based online gaming and sports entertainment company chose Dayforce Managed Payroll Services to support its 4,100 employees across the U.S., Canada, and the United Kingdom (“U.K.”).
A U.K.-based clothing retailer chose the full Dayforce Talent suite and Global Payroll to effectively manage its workforce of 3,800 employees across 12 countries.
A U.S. construction company selected the full Dayforce suite for consolidating and modernizing its systems across 48 states and 32 unique FEINs for its 3,500 employees.
A regional commuter railroad corporation in the U.S. has chosen Dayforce as its unified HCM solution, including the full Talent Suite, to effectively manage its workforce of 3,300 employees.
A global manufacturer and distributor of medical devices operating in 33 countries, chose Dayforce for Global Pay, Time, and Managed Benefits in the U.S. to support 2,300 employees.

New Customer Highlights

A British multinational hotel and restaurant company with 38,000 employees went live across the U.K. with Dayforce Managed Payroll, HR, Workforce Management, and Talent.
A prominent U.S. manufacturer recently went live with Dayforce HR, Payroll, Time, Wallet, Document Management for its 10,000 employees.
A U.K. fashion retailer with 400 stores and 10,000 employees has recently implemented Dayforce HR, Workforce Management, Payroll, and Dayforce Wallet.
A leading senior living organization recently deployed the full Dayforce suite, supporting 6,300 active employees across the U.S.
A well-established U.S. logistics company has gone live with the full Dayforce suite to support its 5,200 employees.
A well-established U.S.-based insurance company has gone live with the full Dayforce suite supporting its 4,800 employees across North America.
A North American technology company migrated to Dayforce Managed Payroll to support nearly 4,700 U.S. employees.
A global office furniture manufacturer has implemented Dayforce HR, Payroll, Time, Analytics, and Dayforce Wallet for almost 4,000 U.S. employees.
A U.S.-based energy services company with 1,200 employees has implemented Dayforce Payroll, Benefits, Time, Core HR, Onboarding, and Recruiting.
A nonprofit organization dedicated to the governance and promotion of golf in America recently undertook a full-suite implementation of Dayforce to support its 400 employees.

Product Roadmap Highlights

In the third quarter, Dayforce launched new product capabilities to help Dayforce customers realize quantifiable value through enriched workforce engagement, enhanced analytics, and improved employee financial wellness, and to update their compliance capabilities.

The new Dayforce Learning was announced, with enhancements that will better equip organizations with the advanced learning and development capabilities needed to grow, engage, and enrich their workforces.
Dayforce People Analytics enhancements include:
- Measures, a new KPI and performance management tool, that surfaces performance across 28+ metrics, allowing organizations to configure intelligent nudges that can surface changes requiring their attention
- Data Cards display Measures in the Advanced Experience Hub, embedding awareness of performance metrics across the organization
- Machine learning enhanced prediction gives organizations a view into future performance
Dayforce Wallet updates include a new Savings feature, which allows users to route some of their earnings into a saving plan, a new Cashless Tips feature, which allows employers to pay out pre-tax or net tips by automating their distribution at the end of a shift, and a new Dayforce Wallet widget that integrates on-demand pay into Dayforce Hub, allowing employees to view and request available pay directly. As of September 30, 2024, over 1,290 customers were live on Dayforce Wallet.
Dayforce Payroll enhancements include a reimagined payroll experience that offers real-time insight into pay variances, helping users detect anomalies by highlighting areas needing attention.
240+ compliance updates up to the end of the third quarter, will bolster the Company’s industry-leading position in compliance by addressing changes in regional taxes, workers’ compensation, garnishments, and multiple state and city rate changes.

Business Outlook

Based on information available as of October 30, 2024, Dayforce is issuing the following guidance for the fourth quarter and full year of 2024 as indicated below. Comparisons are on a year-over-year basis, unless stated otherwise.

Guided Metrics	Full Year 2024	Fourth Quarter 2024
Total revenue	$1,747 million to $1,752 million, an increase of 15% to 16% on a GAAP basis or 16% on a constant currency basis.	$452 million to $457 million, an increase of 13% to 14% on a GAAP basis or 13% to 15% on a constant currency basis.
Dayforce recurring revenue, excluding float	$1,163 million to $1,168 million, an increase of 21% on a GAAP and on a constant currency basis.	$311 million to $316 million, an increase of 21% to 23% on a GAAP and on a constant currency basis.
Float revenue	$192 million	$37 million
Adjusted EBITDA	$492 million to $507 million	$120 million to $135 million

Dayforce is also providing an initial outlook for full year 2025 as follows:

Total revenue growth, excluding float, between 14% and 15%, on a constant currency basis
Adjusted EBITDA margin above 31%
Free cash flow as a percentage of total revenue above 12%

Dayforce has not reconciled the Adjusted EBITDA ranges, Adjusted EBITDA margin, or free cash flow for the fourth quarter or full years of 2024 or 2025 to the directly comparable GAAP financial measures because applicable information for the future period, on which these reconciliations would be based, is not available without unreasonable efforts due to uncertainty regarding, and the potential variability of, depreciation and amortization, share-based compensation expense and related employer taxes, changes in foreign currency exchange rates, and other items.

Foreign Exchange

For the fourth quarter of 2024, Dayforce’s guidance assumes an average U.S. dollar to Canadian dollar foreign exchange rate of $1.38, which results in an average rate of $1.37 for the full year of 2024, compared to an average rate of $1.36 and $1.35 for the fourth quarter and full year of 2023, respectively.

Conference Call Details

Dayforce will host a live webcast and conference call to discuss the third quarter 2024 earnings at 8:00 a.m. Eastern Time on October 30, 2024. Those wishing to participate via the webcast should access the call through the Investor Relations section of the Dayforce website. Those wishing to participate via the telephone may dial in at 877-497-9071 (USA) or 201-689-8727 (International). The webcast replay will be available through the Investor Relations section of the Dayforce website.

About Dayforce

Dayforce makes work life better. Everything we do as a global leader in HCM technology is focused on improving work for thousands of customers and millions of employees around the world. Our single, global people platform for HR, Pay, Time, Talent, and Analytics equips Dayforce customers to unlock their full workforce potential and operate with confidence. To learn how Dayforce helps create quantifiable value for organizations of all sizes and industries, visit dayforce.com.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this press release are forward-looking statements. Forward-looking statements give Dayforce’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, and business. Users can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements in this press release include statements relating to the fourth quarter and full fiscal years of 2024 and 2025, as well as those relating to future growth initiatives. These statements may include words such as “anticipate,” “estimate,” “expect,” “assume”, “project,” “seek,” “plan,” “intend,” “believe,” “will,” “may,” “could,” “continue,” “likely,” “should,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, but not all forward-looking statements contain these identifying words. The forward-looking statements contained in this press release are based on assumptions that Dayforce has made in light of its industry experience and its perceptions of historical trends, current conditions, expected future developments and other factors that it believes are appropriate under the circumstances. As users consider this press release, it should be understood that these statements are not guarantees of performance or results. These assumptions and Dayforce’s future performance or results involve risks and uncertainties (many of which are beyond its control). In particular:

its inability to maintain its high Cloud solutions growth rate, manage its domestic and international growth effectively, or execute on its growth strategy;
the impact of disruptions to the movement of funds to initiate payroll-related transactions on behalf of customers;
its failure to manage its aging technical operations infrastructure;
system breaches, interruptions or failures, including cyber-security breaches, identity theft, or other disruptions that could compromise customer information or sensitive company information, including its ongoing consent order with the Federal Trade Commission regarding data protection;
its failure to comply with applicable privacy, data protection, information security, and financial services laws, regulations and standards;
its inability to successfully compete in the markets in which Dayforce operates and expand its current offerings into new markets or further penetrate existing markets due to competition;
its failure to properly update its solutions to enable its customers to comply with applicable laws;
its failure to provide new or enhanced functionality and features, including those that may involve artificial intelligence or machine learning;
its inability to maintain necessary third-party relationships, and third-party software licenses, and identify errors in the software it licenses;
its inability to offer and deliver high-quality technical support, implementation, and professional services;
its inability to attract and retain senior management employees and highly skilled employees;
the impact of its outstanding debt obligations on its financial condition, results of operations, and value of its common stock;
its ability to maintain effective internal control over financial reporting, and the effect of the existing material weakness in its internal control over financial reporting on its business, financial condition, and results of operations; or
the impact of adverse economic and market conditions on its business, operating results, or financial condition.

Although Dayforce has attempted to identify important risk factors, additional factors or events that could cause Dayforce’s actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for Dayforce to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of Dayforce’s assumptions prove incorrect, its actual financial condition, results of operations, future performance, and business may vary in material respects from the performance projected in these forward-looking statements. In addition to any factors and assumptions set forth above in this press release, the material factors and assumptions used to develop the forward-looking information include, but are not limited to: the general economy remains stable; the competitive environment in the HCM market remains stable; the demand environment for HCM solutions remains stable; Dayforce’s implementation capabilities and cycle times remain stable; foreign exchange rates, both current and those used in developing forward-looking statements, specifically U.S. dollar to Canadian dollar, remain stable at, or near, current rates; Dayforce will be able to maintain its relationships with its employees, customers, and partners; Dayforce will continue to attract qualified personnel to support its development requirements and the support of its new and existing customers; and that the risk factors noted above, individually or collectively, do not have a material impact on Dayforce. Any forward-looking statement made by Dayforce in this press release speaks only as of the date on which it is made. Dayforce undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.


Dayforce, Inc. Condensed Consolidated Balance Sheets (Unaudited)

	September 30,			December 31,
	2024			2023
(In millions, except per share data)
Assets
Current assets:
Cash and equivalents	$	494.1		$	570.3
Restricted cash		—			0.8
Trade and other receivables, net		255.8			228.8
Prepaid expenses and other current assets		153.3			126.7
Total current assets before customer funds		903.2			926.6
Customer funds		4,000.7			5,028.6
Total current assets		4,903.9			5,955.2
Right of use lease assets, net		14.7			19.1
Property, plant, and equipment, net		228.3			210.1
Goodwill		2,394.5			2,293.9
Other intangible assets, net		228.3			230.2
Deferred sales commissions		215.6			192.1
Other assets		131.7			110.3
Total assets	$	8,117.0		$	9,010.9

Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt	$	7.3		$	7.6
Current portion of long-term lease liabilities		6.0			7.0
Accounts payable		73.1			66.7
Deferred revenue		42.7			40.2
Employee compensation and benefits		77.9			92.9
Other accrued expenses		66.3			30.4
Total current liabilities before customer funds obligations		273.3			244.8
Customer funds obligations		4,004.6			5,090.1
Total current liabilities		4,277.9			5,334.9
Long-term debt, less current portion		1,209.9			1,210.1
Employee benefit plans		25.0			27.7
Long-term lease liabilities, less current portion		14.0			18.9
Other liabilities		34.2			21.1
Total liabilities		5,561.0			6,612.7
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par, 500.0 shares authorized, 157.8 and 156.3 shares issued and outstanding, respectively		1.6			1.6
Additional paid in capital		3,291.5			3,151.1
Accumulated deficit		(340.5	)		(317.8	)
Accumulated other comprehensive loss		(396.6	)		(436.7	)
Total stockholders’ equity		2,556.0			2,398.2
Total liabilities and stockholders’ equity	$	8,117.0		$	9,010.9


Dayforce, Inc. Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024		2023
(In millions, except per share data)
Revenue:
Recurring	$	375.9		$	325.4		$	1,123.6	$	958.2
Professional services and other		64.1			52.1			171.2		155.8
Total revenue		440.0			377.5			1,294.8		1,114.0
Cost of revenue:
Recurring		87.4			80.5			265.1		239.4
Professional services and other		75.1			66.1			210.8		197.0
Product development and management		55.4			53.3			166.8		153.5
Depreciation and amortization		20.8			17.1			58.6		47.4
Total cost of revenue		238.7			217.0			701.3		637.3
Gross profit		201.3			160.5			593.5		476.7
Selling and marketing		86.4			61.8			248.5		177.5
General and administrative		94.1			72.2			269.4		204.9
Operating profit		20.8			26.5			75.6		94.3
Interest expense, net		8.8			8.9			33.2		27.2
Other (income) expense, net		(6.3	)		5.1			5.7		6.6
Income before income taxes		18.3			12.5			36.7		60.5
Income tax expense		16.3			16.3			29.4		51.3
Net income (loss)	$	2.0		$	(3.8	)	$	7.3	$	9.2
Net income (loss) per share:
Basic	$	0.01		$	(0.02	)	$	0.05	$	0.06
Diluted	$	0.01		$	(0.02	)	$	0.05	$	0.06
Weighted average shares outstanding:
Basic		158.1			155.7			157.6		155.0
Diluted		159.7			155.7			159.9		158.2


Dayforce, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
	2024			2023
(In millions)
Cash flows from operating activities
Net income	$	7.3		$	9.2
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax (benefit) expense		(27.5	)		13.9
Depreciation and amortization		151.5			84.1
Amortization of debt issuance costs and debt discount		3.2			3.3
Loss on debt extinguishment		4.3			—
Provision for doubtful accounts		4.7			4.2
Net periodic pension and postretirement cost		7.6			0.9
Share-based compensation expense		118.4			118.0
Change in fair value of contingent consideration		9.0			11.8
Other		(1.2	)		0.3
Changes in operating assets and liabilities, excluding effects of acquisitions:
Trade and other receivables		(26.2	)		(62.0	)
Prepaid expenses and other current assets		(4.5	)		(20.1	)
Deferred sales commissions		(22.9	)		(25.9	)
Accounts payable and other accrued expenses		5.9			8.5
Deferred revenue		(6.5	)		7.5
Employee compensation and benefits		(16.1	)		(23.2	)
Accrued taxes		22.5			11.0
Payment of contingent consideration		(20.9	)		—
Other assets and liabilities		(8.5	)		(11.9	)
Net cash provided by operating activities		200.1			129.6

Cash flows from investing activities
Purchases of customer funds marketable securities		(483.2	)		(252.0	)
Proceeds from sale and maturity of customer funds marketable securities		283.4			326.4
Purchases of marketable securities		(10.0	)		—
Proceeds from sale and maturity of marketable securities		7.6			—
Expenditures for property, plant, and equipment		(8.7	)		(15.4	)
Expenditures for software and technology		(74.1	)		(72.9	)
Acquisition costs, net of cash acquired		(173.1	)		—
Other		—			(1.0	)
Net cash used in investing activities		(458.1	)		(14.9	)

Cash flows from financing activities
(Decrease) increase in customer funds obligations, net		(1,049.9	)		311.0
Proceeds from issuance of common stock under share-based compensation plans		22.0			40.3
Repurchases of common stock		(28.8	)		—
Proceeds from debt issuance		650.0			—
Repayment of long-term debt obligations		(646.5	)		(6.0	)
Payment of debt refinancing costs		(11.4	)		—
Payment of contingent consideration		(3.0	)		—
Net cash (used in) provided by financing activities		(1,067.6	)		345.3

Effect of exchange rate changes on cash, restricted cash, and equivalents		(18.2	)		5.1
Net (decrease) increase in cash, restricted cash, and equivalents		(1,343.8	)		465.1
Cash, restricted cash, and equivalents at beginning of period		3,421.4			3,151.2
Cash, restricted cash, and equivalents at end of period	$	2,077.6		$	3,616.3

Reconciliation of cash, restricted cash, and equivalents to the condensed consolidated balance sheets
Cash and equivalents	$	494.1		$	510.3
Restricted cash		—			0.8
Restricted cash and equivalents included in customer funds		1,583.5			3,105.2
Total cash, restricted cash, and equivalents	$	2,077.6		$	3,616.3


Dayforce, Inc. Revenue Financial Measures (Unaudited)

	Three Months Ended September 30,				Percentage change in revenue			Impact of changes in foreign currency (a)			Percentage change in revenue on a constant currency basis (a)
	2024		2023		2024 vs. 2023						2024 vs. 2023
	(In millions)
Revenue:
Recurring revenue:
Dayforce recurring, excluding float	$	292.0	$	245.6		18.9	%		(0.1	)%		19.0	%
Dayforce float		41.2		34.0		21.2	%		(0.3	)%		21.5	%
Total Dayforce recurring		333.2		279.6		19.2	%		(0.1	)%		19.3	%
Powerpay recurring, excluding float		20.2		19.6		3.1	%		(2.0	)%		5.1	%
Powerpay float		4.2		4.4		(4.5	)%		(2.2	)%		(2.3	)%
Total Powerpay recurring		24.4		24.0		1.7	%		(2.0	)%		3.7	%
Total Cloud recurring		357.6		303.6		17.8	%		(0.3	)%		18.1	%
Other recurring (b)		18.3		21.8		(16.1	)%		0.9	%		(17.0	)%
Total recurring revenue		375.9		325.4		15.5	%		(0.2	)%		15.7	%
Professional services and other (c)		64.1		52.1		23.0	%		(—	)%		23.0	%
Total revenue	$	440.0	$	377.5		16.6	%		(0.1	)%		16.7	%

a)	Dayforce has calculated percentage change in revenue on a constant currency basis by applying the average foreign exchange rate in effect during the comparable prior period. Please refer to the “Non-GAAP Financial Measures” section for discussion of percentage change in revenue on a constant currency basis.
b)	Float attributable to Other recurring was $0.2 million and $0.4 million for the three months ended September 30, 2024, and 2023, respectively.
c)	For the three months ended September 30, 2024, Professional services and other consisted of $61.8 million and $2.3 million associated with Dayforce and Other, respectively. For the three months ended September 30, 2023, Professional services and other consisted of $48.2 million, $3.8 million, and $0.1 million associated with Dayforce, Other, and Powerpay, respectively.

	Nine Months Ended September 30,				Percentage change in revenue			Impact of changes in foreign currency (a)			Percentage change in revenue on a constant currency basis (a)
	2024		2023		2024 vs. 2023						2024 vs. 2023
	(In millions)
Revenue:
Recurring revenue:
Dayforce recurring, excluding float	$	852.1	$	706.5		20.6	%		(0.2	)%		20.8	%
Dayforce float		139.9		112.5		24.4	%		(0.2	)%		24.6	%
Total Dayforce recurring		992.0		819.0		21.1	%		(0.2	)%		21.3	%
Powerpay recurring, excluding float		60.6		58.8		3.1	%		(1.2	)%		4.3	%
Powerpay float		14.4		13.4		7.5	%		(0.7	)%		8.2	%
Total Powerpay recurring		75.0		72.2		3.9	%		(1.1	)%		5.0	%
Total Cloud recurring		1,067.0		891.2		19.7	%		(0.3	)%		20.0	%
Other recurring (b)		56.6		67.0		(15.5	)%		(1.0	)%		(14.5	)%
Total recurring revenue		1,123.6		958.2		17.3	%		(0.3	)%		17.6	%
Professional services and other (c)		171.2		155.8		9.9	%		(0.2	)%		10.1	%
Total revenue	$	1,294.8	$	1,114.0		16.2	%		(0.3	)%		16.5	%

a)	Dayforce has calculated percentage change in revenue on a constant currency basis by applying the average foreign exchange rate in effect during the comparable prior period. Please refer to the “Non-GAAP Financial Measures” section for discussion of percentage change in revenue on a constant currency basis.
b)	Float attributable to Other recurring was $0.9 million and $1.6 million for the nine months ended September 30, 2024, and 2023, respectively.
c)	For the nine months ended September 30, 2024, Professional services and other consisted of $164.4 million, $6.6 million, and $0.2 million associated with Dayforce, Other, and Powerpay, respectively. For the three months ended September 30, 2023, Professional services and other consisted of $144.6 million, $11.1 million, and $0.1 million associated with Dayforce, Other, and Powerpay, respectively.


Dayforce, Inc. Share-Based Compensation Expense and Related Employer Taxes (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Cost of revenue – Cloud	$	3.0	$	3.9	$	9.6	$	11.9
Cost of revenue – Other		0.6		0.5		1.7		1.2
Professional services and other		4.0		4.4		11.7		13.5
Product development and management		8.1		7.8		25.0		25.7
Sales and marketing		9.4		6.4		27.2		19.0
General and administrative		14.5		13.4		43.2		47.0
Total	$	39.6	$	36.4	$	118.4	$	118.3


Dayforce, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)

The following tables reconcile Dayforce’s reported results to its non-GAAP financial measures:

	Three Months Ended September 30, 2024
	As reported		As reported margins (a)			Share-based compensation		Amortization		Other (b)			As adjusted (b)		As adjusted margins (a)
	(Dollars in millions, except per share data)
Cost of Cloud recurring revenue	$	75.1		79.0	%	$	3.0	$	—	$	0.1		$	72.0		79.9	%

Operating profit	$	20.8		4.7	%	$	39.6	$	29.6	$	13.2		$	103.2		23.5	%

Net income	$	2.0		0.5	%	$	39.6	$	29.6	$	3.3		$	74.5		16.9	%
Interest expense, net		8.8					—		—		—			8.8
Income tax expense (c)		16.3					—		—		(4.0	)		20.3
Depreciation and amortization		52.1					—		29.6		—			22.5
EBITDA	$	79.2				$	39.6	$	—	$	7.3		$	126.1		28.7	%

Net income per share – diluted (d)	$	0.01				$	0.25	$	0.19	$	0.02		$	0.47

a)	Cloud recurring gross margin is defined as total Cloud recurring revenue less cost of Cloud recurring revenue as a percentage of total Cloud recurring revenue. Operating profit margin and net profit margin are determined by calculating the percentage operating profit and net (loss) income are of total revenue. Please refer to the “Non-GAAP Financial Measures” section for additional information on the as adjusted margins.
b)	The as adjusted column is a non-GAAP financial measure, adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items including $9.0 million related to the fair value adjustment for the DataFuzion contingent consideration, $3.2 million of restructuring expenses, $3.2 million of costs associated with the planned termination of its frozen U.S. pension plan, $1.0 million of fees associated with initiating the receivables securitization program, and $9.1 million of foreign exchange gain, along with a $4.0 million net adjustment for the effect of income taxes related to these items. Please refer to the “Non-GAAP Financial Measures” section for additional information on the as adjusted metrics.
c)	Income tax effects have been calculated based on the statutory tax rates in effect in the U.S. and foreign jurisdictions during the period.
d)	GAAP and Adjusted diluted net income per share are calculated based upon 159.7 million weighted average shares of common stock.

	Three Months Ended September 30, 2023
	As reported			As reported margins (a)			Share-based compensation		Amortization		Other (b)			As adjusted (b)		As adjusted margins (a)
	(Dollars in millions, except per share data)
Cost of Cloud recurring revenue	$	69.9			77.0	%	$	3.9	$	—	$	—		$	66.0		78.3	%

Operating profit	$	26.5			7.0	%	$	36.4	$	20.5	$	6.0		$	89.4		23.7	%

Net (loss) income	$	(3.8	)		(1.0	)%	$	36.4	$	20.5	$	5.2		$	58.3		15.4	%
Interest expense, net		8.9						—		—		—			8.9
Income tax expense (c)		16.3						—		—		(5.5	)		21.8
Depreciation and amortization		38.7						—		20.5		—			18.2
EBITDA	$	60.1					$	36.4	$	—	$	10.7		$	107.2		28.4	%

Net (loss) income per share – diluted (d)	$	(0.02	)				$	0.23	$	0.13	$	0.03		$	0.37

a)	Cloud recurring gross margin is defined as total Cloud recurring revenue less cost of Cloud recurring revenue as a percentage of total Cloud recurring revenue. Operating profit margin and net profit margin are determined by calculating the percentage operating profit and net income are of total revenue. Please refer to the “Non-GAAP Financial Measures” section for additional information on the as adjusted margins.
b)	The as adjusted column is a non-GAAP financial measure, adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items including $4.7 million of foreign exchange loss, $4.6 million related to the impact of the fair value adjustment for the DataFuzion contingent consideration, $1.2 million of restructuring expenses, and $0.2 million related to the abandonment of certain leased facilities, along with a $5.5 million net adjustment for the effect of income taxes related to these items. Please refer to the “Non-GAAP Financial Measures” section for additional information on the as adjusted metrics.
c)	Income tax effects have been calculated based on the statutory tax rates in effect in the U.S. and foreign jurisdictions during the period.
d)	GAAP diluted net loss per share is calculated based upon 155.7 weighted average shares of common stock, and Adjusted diluted net income per share is calculated based upon 158.8 million weighted average shares of common stock.

	Nine Months Ended September 30, 2024
	As reported		As reported margins (a)			Share-based compensation		Amortization		Other (b)			As adjusted (b)		As adjusted margins (a)
	(Dollars in millions, except per share data)
Cost of Cloud recurring revenue	$	228.5		78.6	%	$	9.6	$	—	$	0.9		$	218.0		79.6	%

Operating profit	$	75.6		5.8	%	$	118.4	$	87.5	$	25.7		$	307.2		23.7	%

Net income	$	7.3		0.6	%	$	118.4	$	87.5	$	5.5		$	218.7		16.9	%
Interest expense, net		33.2					—		—		—			33.2
Income tax expense (c)		29.4					—		—		(27.0	)		56.4
Depreciation and amortization		151.5					—		87.5		—			64.0
EBITDA	$	221.4				$	118.4	$	—	$	32.5		$	372.3		28.8	%

Net income per share – diluted (d)	$	0.05				$	0.74	$	0.55	$	0.03		$	1.37

a)	Cloud recurring gross margin is defined as total Cloud recurring revenue less cost of Cloud recurring revenue as a percentage of total Cloud recurring revenue. Operating profit margin and net profit margin are determined by calculating the percentage operating profit and net income are of total revenue. Please refer to the “Non-GAAP Financial Measures” section for additional information on the as adjusted margins.
b)	The as adjusted column is a non-GAAP financial measure, adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items including $15.7 million of restructuring expenses, $9.7 million of costs associated with the planned termination of its frozen U.S. pension plan, $9.0 million related to the fair value adjustment for the DataFuzion contingent consideration, $1.0 million of fees associated with initiating the receivables securitization program, and $2.9 million of foreign exchange gain, along with a $27.0 million net adjustment for the effect of income taxes related to these items. Please refer to the “Non-GAAP Financial Measures” section for additional information on the as adjusted metrics.
c)	Income tax effects have been calculated based on the statutory tax rates in effect in the U.S. and foreign jurisdictions during the period.
d)	GAAP and Adjusted diluted net income per share are calculated based upon 159.9 million weighted average shares of common stock.

	Nine Months Ended September 30, 2023
	As reported		As reported margins (a)			Share-based compensation		Amortization		Other (b)			As adjusted (b)		As adjusted margins (a)
	(Dollars in millions, except per share data)
Cost of Cloud recurring revenue	$	204.8		77.0	%	$	11.9	$	—	$	—		$	192.9		78.4	%

Operating profit	$	94.3		8.5	%	$	118.3	$	32.7	$	15.6		$	260.9		23.4	%

Net income	$	9.2		0.8	%	$	118.3	$	32.7	$	(1.8	)	$	158.4		14.2	%
Interest expense, net		27.2					—		—		—			27.2
Income tax expense (c)		51.3					—		—		(22.7	)		74.0
Depreciation and amortization		84.1					—		32.7		—			51.4
EBITDA	$	171.8				$	118.3	$	—	$	20.9		$	311.0		27.9	%

Net income per share – diluted (d)	$	0.06				$	0.75	$	0.21	$	(0.01	)	$	1.00

a)	Cloud recurring gross margin is defined as total Cloud recurring revenue less cost of Cloud recurring revenue as a percentage of total Cloud recurring revenue. Operating profit margin and net profit margin are determined by calculating the percentage operating profit and net income are of total revenue. Please refer to the “Non-GAAP Financial Measures” section for additional information on the as adjusted margins.
b)	The as adjusted column is a non-GAAP financial measure, adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items including $11.8 million related to the impact of the fair value adjustment for the DataFuzion contingent consideration, $5.3 million of foreign exchange loss, $3.4 million of restructuring expenses, and $0.4 million related to the abandonment of certain leased facilities, along with a $22.7 million net adjustment for the effect of income taxes related to these items. Please refer to the “Non-GAAP Financial Measures” section for additional information on the as adjusted metrics.
c)	Income tax effects have been calculated based on the statutory tax rates in effect in the U.S. and foreign jurisdictions during the period.
d)	GAAP and Adjusted diluted net income per share are calculated based upon 158.2 million weighted average shares of common stock.


Dayforce, Inc. Reconciliation of Free Cash Flow (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
	(In millions)
Net cash provided by operating activities	$	91.8		$	36.6		$	200.1		$	129.6
Expenditures for property, plant, and equipment		(2.0	)		(5.3	)		(8.7	)		(15.4	)
Expenditures for software and technology		(26.4	)		(26.5	)		(74.1	)		(72.9	)
Free cash flow	$	63.4		$	4.8		$	117.3		$	41.3

Non-GAAP Financial Measures

Dayforce uses certain non-GAAP financial measures in this release including:

Non-GAAP Financial Measure		GAAP Financial Measure
EBITDA		Net (loss) income
Adjusted EBITDA		Net (loss) income
Adjusted EBITDA margin		Net profit margin
Adjusted Cloud recurring gross margin		Cloud recurring gross margin
Adjusted operating profit		Operating profit
Adjusted operating profit margin		Operating profit margin
Adjusted net income		Net (loss) income
Adjusted net profit margin		Net profit margin
Adjusted diluted net income per share		Diluted net (loss) income per share
Free cash flow		Net cash provided by operating activities
Percentage change in revenue, including total revenue and revenue by solution, on a constant currency basis		Percentage change in revenue, including total revenue and revenue by solution
Dayforce recurring revenue per customer		No directly comparable GAAP measure

Dayforce believes that these non-GAAP financial measures are useful to management and investors as supplemental measures to evaluate its overall operating performance including comparison across periods and with competitors. Dayforce’s management team uses these non-GAAP financial measures to assess operating performance because these financial measures exclude the results of decisions that are outside the normal course of its business operations, and are used for internal budgeting and forecasting purposes both for short- and long-term operating plans. Additionally, Adjusted EBITDA is a component of its management incentive plan and Adjusted Cloud recurring gross margin and Adjusted operating profit are components of certain performance based equity awards for its named executive officers. Additionally, Dayforce believes that the non-GAAP financial measure free cash flow is meaningful to investors because it is a measure of liquidity that provides useful information in understanding and evaluating the strength of Dayforce’s liquidity and future ability to generate cash that can be used for strategic opportunities or investing in its business. The exclusion of capital expenditures facilitates comparisons of Dayforce’s liquidity on a period-to-period basis and excludes items that management does not consider to be indicative of Dayforce’s liquidity.

These non-GAAP financial measures are not required by, defined under, or presented in accordance with, GAAP, and should not be considered as alternatives to Dayforce’s results as reported under GAAP, have important limitations as analytical tools, and its use of these terms may not be comparable to similarly titled measures of other companies in its industry. Dayforce’s presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by similar items to those eliminated in this presentation. Please refer to Dayforce’s full financial results, including further discussion of non-GAAP financial measures, on the Investor Relations portion of its website at investors.dayforce.com.

Dayforce defines its non-GAAP financial measures as follows:

EBITDA is defined as net (loss) income before interest, taxes, depreciation, and amortization, and Adjusted EBITDA is EBITDA, as adjusted to exclude share-based compensation expense and related employer taxes, and certain other items.
Adjusted EBITDA margin is determined by calculating the percentage Adjusted EBITDA is of total revenue.
Adjusted Cloud recurring gross margin is defined as Cloud recurring gross margin, as adjusted to exclude share-based compensation and related employer taxes, and certain other items, as a percentage of total Cloud recurring revenue.
Adjusted operating profit is defined as operating profit, as adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items.
Adjusted net income is defined as net (loss) income, as adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items, all of which are adjusted for the effect of income taxes.
Adjusted net profit margin is determined by calculating the percentage Adjusted net income is of total revenue.
Adjusted diluted net income per share is calculated by dividing adjusted net income by diluted weighted average common shares outstanding. When adjusted diluted net income per share is positive, diluted weighted average common shares outstanding incorporate the effect of dilutive equity instruments.
Free cash flow is defined as net cash provided by operating activities, as adjusted to exclude capital expenditures.
Percentage change in revenue, including total revenue and revenue by solution, on a constant currency basis is calculated by applying the average foreign exchange rate in effect during the comparable prior period.
Dayforce recurring revenue per customer is an indicator of the average size of Dayforce recurring revenue customers. To calculate Dayforce recurring revenue per customer, the Company starts with Dayforce recurring revenue on a constant currency basis by applying the same exchange rate to all comparable periods for the trailing twelve months and excludes float revenue and Ascender, ADAM HCM, and eloomi revenue. This amount is divided by the number of live Dayforce customers at the end of the trailing twelve month period, excluding Ascender, ADAM HCM, and eloomi. The Company has not reconciled the Dayforce recurring revenue per customer because there is no directly comparable GAAP financial measure.

Source: Dayforce, Inc.

For further information, please contact:

Investor Relations
1-844-829-9499
investors@dayforce.com

Public Relations
1-647-417-2117
teri.murphy@dayforce.com

MIL-OSI Economics: Thirty years of WTO technical assistance enhancing participation in world trade

Source: World Trade Organization

Since its establishment in 1995, the WTO has supported the participation of developing economies and least-developed countries (LDCs) in the multilateral trading system through the provision of technical assistance, helping beneficiaries develop their capacity to take full advantage of global trade. Over the past 30 years, more than 320,000 government officials have benefited from this assistance.

WTO technical assistance is a pivotal function of the organization and has evolved constantly to meet the emerging needs of the beneficiaries and a changing global environment, with an increasing focus on achieving measurable results.

Regional breakdown of activities

The WTO has conducted over 10,000 technical assistance activities for its eligible members and observers since 1995. In the initial three years following the organization’s establishment, these activities were carried out globally, without focusing on particular regions. However, starting in 1998, the focus shifted toward addressing the specific needs of individual members, either regionally or at the domestic level.

Africa has consistently received the largest share of technical assistance, averaging around 30 per cent of annual activities and rising as high as 40 per cent between 2005 and 2011 (see Chart 1). The Asia-Pacific region has benefited from roughly 20 per cent of activities. The Middle East, the Caribbean, and Central and Eastern Europe and Central Asia have received respectively between 5 per cent and 10 per cent annually. Latin America has also featured prominently in technical assistance programmes, receiving on average approximately 10 per cent of activities.

Developing online technical assistance

The launch in 2004 of the WTO technical assistance e-Learning platform, which was upgraded in 2022, was a game-changer in terms of delivering more accessible technical assistance and providing more cost-effective training. The platform gained additional importance during the COVID-19 pandemic, when travel restrictions prevented face-to-face activities.

Since 1995, over 110,000 government officials have been trained via the e-Learning platform, representing more than a third of the total number of beneficiaries (see Chart 2). The number of e‑Learning participants per year has surpassed the number of beneficiaries of face-to-face activities since 2014. More recently, a new approach, combining e‑Learning, face-to-face and virtual activities is gradually being introduced.

WTO technical assistance is primarily aimed at government officials, but its outreach extends to other key groups, including the academic community through the WTO Chairs Programme, as well as members of parliament, journalists, the private sector and non-governmental organizations.

Evolving pedagogical approaches

In 2010, a progressive learning strategy was introduced to improve the efficient use of resources in technical assistance delivery by focusing on advancing participants’ skills progressively. This progressive learning strategy structures technical assistance activities around three levels of learning — introductory, intermediate and advanced — and two training paths — for generalists and for specialists — with the aim of building beneficiaries’ capacity in a sustainable and cumulative manner.

The training methods used in the delivery of technical assistance programmes have also evolved over time. While the approach in 1995 was predominantly lecture-based, the proportion of lectures in the total training time has been somewhat reduced since 2013 in favour of face-to-face activities incorporating more hands-on sessions and interactive pedagogical techniques (see Chart 3). Recent years have seen the introduction of mentoring and coaching.

In addition to training programmes, the first internship programme was launched in 1998. Since then, four other similar programmes have been set up. These internship opportunities have collectively benefited more than 800 participants from over 100 WTO members and observers.

Priorities for technical assistance

WTO technical assistance is governed by biennial plans setting out priorities and strategies to ensure that the needs of beneficiaries are effectively met. In 2013, a results-based management approach was implemented to improve monitoring of all WTO technical assistance activities, from planning to evaluation. The approach aims to produce specific and measurable results to improve beneficiaries’ capacity to participate in the multilateral trading system.

Since its introduction, the proportion of technical assistance targets fully or partially met, such as successful completion of the courses, reached 91 per cent in 2018. This number declined between 2020 and 2022 due to the impact of the COVID-19 pandemic on technical assistance delivery but rose again in 2023 (see Chart 4).

WTO negotiations and implementation of WTO agreements: Some measurable results

Technical assistance has contributed to improving the capacity of developing WTO members and observers, and particularly LDCs, to engage effectively in WTO negotiations and participate in the work of WTO bodies. It has also been essential to economies wishing to join the WTO as they proceed through their WTO accession processes.

For several recent agreements negotiated at the WTO (e.g., the agreements on trade facilitation, fisheries subsidies and investment facilitation for development), provisions related to technical assistance for developing and LDC members have been crucial to concluding the negotiations. Over the past 10 years alone, thousands of government officials have benefited from technical assistance training programmes designed to strengthen their capacity to comply with obligations under WTO agreements and to benefit fully from these WTO agreements (see Chart 5).

The topics covered by technical assistance training programmes have continued to evolve over the years in line with the priorities defined by beneficiaries. This flexibility allows WTO technical assistance to take account of evolving issues on the WTO agenda, such as digital trade, the green economy and inclusive trade.

The impact of these efforts can be measured in different ways. For example, WTO technical assistance has striven through capacity-building to stimulate a sustained increase in the number of proposals or other documents covering a variety of topics under negotiation or discussion submitted to WTO bodies by technical assistance beneficiaries. These contributions have been invaluable in making trade deliberations and decision-making more inclusive.

Strengthening the capacity of technical assistance beneficiaries to fulfil their transparency obligations under various WTO agreements, including by notifying new trade measures, is among the performance targets for WTO technical assistance. As the overall volume of notification obligations has increased each year, technical assistance efforts have enabled beneficiaries not only to keep pace with their new notification obligations, but even to reduce their backlog progressively.

Financial commitments to WTO technical assistance

WTO technical assistance is financed both by the regular budget of the WTO Secretariat and by means of voluntary contributions made by WTO members to trust funds. A total of over CHF 500 million has been committed since 1995. Contributions from the regular budget reached their highest levels between 2002 and 2013 and have remained at CHF 4.5 million since then. Meanwhile, members’ voluntary contributions have steadily declined, dropping from CHF 23 million on average between 2007 and 2009 to CHF 6.3 million in 2023 (see Chart 6).

Sustained funding continues to be essential to responding efficiently to the evolving needs of members and securing the technical assistance necessary for an inclusive multilateral trading system.

MIL OSI Economics –

HMRC senior manager Nikki Fisher

MIL-OSI United Kingdom: How the Line Manager Induction Programme helped me as a leader

Source: United Kingdom – Executive Government & Departments

Ministry of Justice senior project manager Cathryn Rees says the Line Manager Induction programme helped her to support her team better.

Cathryn Rees, Ministry of Justice

Despite more than ten years line management experience before joining the Civil Service, Ministry of Justice senior project manager Cathryn Rees opted to do the Line Manager Induction Programme to find out about how things were done in her new workplace.

Discovering the induction programme

Cathryn’s primary motivation for signing up for the Induction was a desire to help her direct reports more effectively. “I know some research out there says people don’t leave organisations, they leave their manager,” she said. “It’s crucial to provide the right support to avoid that.” She also wanted to align her management style with the latest standards in the Civil Service, particularly as her team was rolling out its own line management training targeted at new managers.

Practical insights and personal growth

What stood out to Cathryn during the training was the programme’s practical focus and reflective exercises. One module, in particular, resonated with her, encouraging self-assessment and helping her understand how her decisions and prioritisation impacted her team. “It was enlightening to reflect on how people might see me and how I affect others.”

The structure of the programme was another highlight for Cathryn. She appreciated the flexible, bite-sized approach to learning available through Civil Service Learning. “I liked that I could start and stop as needed, which made it easy to fit into my schedule,” she explained.

The open, non-prescriptive tone of the training also appealed to her, as it encouraged exploration and personal growth rather than rigid rule following.

Benefits of the induction

Cathryn’s experience underscored how the programme benefits both new and experienced managers alike. “The induction helped me understand what my team members might be going through and allowed me to support them better,” she said. She also saw the value in the training for her own development, as it provided insights into managing not just downwards but across her team and upwards in the organisation. “It wasn’t just about line management – it was about improving all your communication and leadership skills,” she reflected.

For Cathryn, the Line Manager Induction Programme provided a framework for consistent, effective management practices, which was essential in her work to build a positive culture within her team. “Good line management starts with individual conversations and support,” she said. “This programme gave me the tools to have those conversations and to grow both myself and my team.”

Cathryn recommends the programme to anyone stepping into a managerial role or looking to refine their leadership approach. “Whether you’re new to line management or experienced, the induction is a practical and valuable resource. It helps you not only support your team better but also develop your own leadership skills in the process.”

The Line Management Induction Programme is available to do on Civil Service Learning and is part of the Civil Service recommended learning curriculum.

Read the stories of civil servants who have completed the Line Managemer Induction Programme:

Department for Business and Trade senior manager Marc Fitchett

Published 30 October 2024

MIL OSI United Kingdom –

MIL-OSI Asia-Pac: 19th Eco Expo Asia opens today (with photos)

Source: Hong Kong Government special administrative region

19th Eco Expo Asia opens today (with photos)
19th Eco Expo Asia opens today (with photos)
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The 19th Eco Expo Asia is being held at AsiaWorld-Expo from today (October 30) to November 2. The theme of the Expo this year is “Fostering Green Innovations for Carbon Neutrality”. About 190 officials from around 40 official delegations from various cities and provinces in Mainland China, the Association of Southeast Asian Nations (ASEAN) and Belt and Road countries have been invited, bringing together international exhibitors, industry professionals to showcase cutting-edge green solutions, exchange views and share experiences. Speaking at the opening ceremony, the Secretary for Environment and Ecology, Mr Tse Chin-wan, said, “Eco Expo Asia is a golden opportunity for us to discuss and advance our shared commitments to a sustainable future. Green innovation solutions are of paramount importance in our decarbonisation journey. During the Expo, we will see the latest innovations and technologies around the world in new energy, climate adaptation and other environmental areas.” Mr Tse remarked that this year marks the 75th anniversary of the founding of the People’s Republic of China. The documentary series “Enchanting China” was produced by the Environment and Ecology Bureau (EEB) and the Environmental Protection Department, in collaboration with the Center for Environmental Education and Communications of the Ministry of Ecology and Environment. “Beautiful Hong Kong” was produced by the EEB. The two documetaries showcase the contributions and achievements made by the country and the Hong Kong Special Administrative Region (HKSAR) Government in environmental protection and nature conservation. An extract of “Enchanting China” and “Picturesque Bays of Hong Kong”, the first episode of “Beautiful Hong Kong”, was shown at the opening ceremony. Mr Tse stressed that although Hong Kong’s carbon emissions peaked in 2014, and compared to the peak carbon emissions today have been reduced by about a quarter already, achieving carbon neutrality in Hong Kong by 2050 is still a significant challenge. The HKSAR Government is boosting the promotion of green low-carbon transformation and the development of new energy, new productive forces and green scientific research industries through multiple measures, leading Hong Kong towards carbon neutrality. The Secretary of the Leading Party Members Group of the Ministry of Ecology and Environment of the People’s Republic of China, Mr Sun Jinlong, was invited to give a keynote speech at the opening ceremony. The Expo’s feature event, the Eco Asia Conference, is being held from today to November 1. In the Government Session, the Deputy Secretary General of the National Development and Reform Commission of the People’s Republic of China and the Director of the Department of National Economy, Mr Yuan Da, and the Director-General of the Department of Energy Conservation and Resources Comprehensive Utilization of the Ministry of Industry and Information Technology of the People’s Republic of China, Mr Wang Peng, introduced the latest environmental policies of the Mainland. In addition, the Vice Minister of the Lao People’s Democratic Republic Ministry of Natural Resources and Environment, Mr Phouvong Luangxaysana; the General Manager of Saudi Arabia’s Corporate Communications and Media of the Ministry of Environment, Water and Agriculture, Mr Saleh Abdulmohsen S Bindakhil; the Permanent Secretary of Myanmar’s Ministry of Natural Resources and Environmental Conservation, Mr Hla Maung Thein; the Director of Brunei’s Department of Environment, Parks and Recreation of the Ministry of Development, Ms Hajah Martinah binti Haji Tamit; and the Deputy Director General of the Vietnam Institute of Meteorology, Hydrology and Climate Change, Dr Le Ngoc Cau, shared their countries’ latest environmental and conservation policies. The Conference will once again feature the Hydrogen Economy Forum, allowing Hong Kong to capitalise on the environmental and economic opportunities brought by the global development of hydrogen energy, helping Hong Kong to achieve carbon neutrality, developing new quality productive forces, and maintaining international competitiveness. The EEB continued to participate in the Expo this year by setting up four exhibition zones, namely: “Smart Technology”, “Energy-saving and Green Buildings”, “Community Waste Reduction”, and “Green Transportation”, highlighting the HKSAR Government’s various measures and achievements in decarbonisation. The “Smart Technology” zone introduces high-tech applications in daily environmental protection work, including artificial intelligence (AI) environmental air disturbance detection mechanical dogs, 5G mesh network sampling robot teams, AI coastal cleaning monitoring systems, and AI construction noise recognition systems; the “Energy-saving and Green Buildings” zone covers the sustainable development of an online platform for electromechanical innovation and regional cooling systems; the “Community Waste Reduction” zone introduces smart recycling; and the “Green Transportation” zone highlights Hong Kong’s latest development of hydrogen energy and displays the first hydrogen-powered street-washing vehicle in Hong Kong. To tie in with the “Strategy of Hydrogen Development in Hong Kong” announced by the EEB this year, visitors can try riding on the hydrogen fuel cell double-deckers on the second day (October 31) and the fourth day (November 2) of the Expo. The Expo is jointly organised by the Hong Kong Trade Development Council and Messe Frankfurt (HK) Ltd, and co-organised by the EEB. In addition, 10 government bureaux/departments, namely the Architectural Services Department, the Civil Engineering and Development Department, the Drainage Services Department, the Electrical and Mechanical Services Department, the Fire Services Department, the Highways Department, the Hong Kong Observatory, the Housing Department, the Transport Department, and the Water Supplies Department are participating in the exhibition to introduce their initiatives in environmental protection and achieving carbon neutrality for Hong Kong. Eco Expo Asia will open to the public for free on the last day of the event (November 2) to encourage citizens to participate in environmental protection and promote green living. For details, please refer to the Eco Expo Asia’s website (www.hktdc.com/event/ecoexpoasia/en).

Ends/Wednesday, October 30, 2024Issued at HKT 20:05

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MIL-OSI: American Rebel Light Beer Expands Distribution Network to the Commonwealth of Kentucky with Clark Distributing Company

Source: GlobeNewswire (MIL-OSI)

Nashville, TN, Oct. 30, 2024 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel, and American Rebel Beer (americanrebelbeer.com), entered an agreement in the Commonwealth of Kentucky with premier distributor Clark Distributing Company (ccclark.com) to distribute American Rebel Light Lager – America’s Patriotic Beer.

“We are excited to enter the Kentucky market with Clark Distributing Company,” said Andy Ross, Chief Executive Officer of American Rebel. “Clark Distributing Company is an institution in the state of Kentucky and adding them to our distributor roster will make American Rebel Beer available in another key state within our targeted expansion across this patriotic, God-fearing country of ours.”

Clark Distributing Company will begin distributing American Rebel Beer by the end of the year. Adding Clark will allow American Rebel to service retail and restaurant customers within Clark’s territory throughout Kentucky. American Rebel Beer recently introduced a 16oz “Tall Boy” can to its lineup joining the 12oz can.

“Clark Distributing Company provides American Rebel Light Beer a premier partner that has been around for over 55 years. Clark will help us reach new customers and continue positioning our beer for additional growth,” added American Rebel Beverages, LLC President Todd Porter.

Clark Distributing Company COO Dave Mansky commented on the new partnership, “We think that by leveraging our long history, deep relationships, and extensive infrastructure throughout the Commonwealth, we will be able to get American Rebel Light Beer to our over 5,000 customers who have been looking for a non-craft lager alternative.”

American Rebel Light Beer is produced in partnership with AlcSource, the largest integrated provider of beverage development, sourcing, and production solutions in the U.S. American Rebel Light Beer is a Premium Light Lager and is America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.

For an updated list of locations featuring American Rebel Light, visit americanrebelbeer.com.

About American Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) operates primarily as a designer, manufacturer and marketer of branded safes, personal security and self-defense products, and American Rebel Beer (americanrebelbeer.com). The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com. For investor information, visit americanrebel.com/investor-relations.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include continued increase in revenues, actual size of Clark Distributing Company, actual sales to be derived from Clark Distributing Company, implied or perceived benefits resulting from the Clark Distributing Company agreement, actual launch timing and availability of American Rebel Beer in additional markets, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2022. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

Company Contact:
info@americanrebel.com

James “Todd” Porter
American Rebel Beverages, LLC
tporter@americanrebelbeer.com

Investor Relations:
Brian M. Prenoveau, CFA
MZ Group – MZ North America
areb@mzgroup.us
561-489-5315

Attachment

American Rebel Holdings, Inc.

MIL-OSI USA: Gross Domestic Product, Third Quarter 2024 (Advance Estimate)

Source: US Bureau of Economic Analysis

Real gross domestic product (GDP) increased at an annual rate of 2.8 percent in the third quarter of 2024 (table 1), according to the “advance” estimate released by the U.S. Bureau of Economic Analysis. In the second quarter, real GDP increased 3.0 percent.

The GDP estimate released today is based on source data that are incomplete or subject to further revision by the source agency (refer to “Source Data for the Advance Estimate” on page 2). The “second” estimate for the third quarter, based on more complete source data, will be released on November 27, 2024.

The increase in real GDP primarily reflected increases in consumer spending, exports, and federal government spending (table 2). Imports, which are a subtraction in the calculation of GDP, increased.

The increase in consumer spending reflected increases in both goods and services. Within goods, the leading contributors were other nondurable goods (led by prescription drugs) and motor vehicles and parts. Within services, the leading contributors were health care (led by outpatient services) as well as food services and accommodations. The increase in exports primarily reflected an increase in goods (led by capital goods, excluding automotive). The increase in federal government spending was led by defense spending. The increase in imports primarily reflected an increase in goods (led by capital goods, excluding automotive).

Compared to the second quarter, the deceleration in real GDP in the third quarter primarily reflected a downturn in private inventory investment and a larger decrease in residential fixed investment. These movements were partly offset by accelerations in exports, consumer spending, and federal government spending. Imports accelerated.

Current‑dollar GDP increased 4.7 percent at an annual rate, or $333.2 billion, in the third quarter to a level of $29.35 trillion. In the second quarter, GDP increased 5.6 percent, or $392.6 billion (tables 1 and 3).

The price index for gross domestic purchases increased 1.8 percent in the third quarter, compared with an increase of 2.4 percent in the second quarter (table 4). The personal consumption expenditures (PCE) price index increased 1.5 percent, compared with an increase of 2.5 percent. Excluding food and energy prices, the PCE price index increased 2.2 percent, compared with an increase of 2.8 percent.

Personal Income

Current-dollar personal income increased $221.3 billion in the third quarter, compared with an increase of $315.7 billion in the second quarter. The increase primarily reflected an increase in compensation (table 8).

Disposable personal income increased $166.0 billion, or 3.1 percent, in the third quarter, compared with an increase of $260.4 billion, or 5.0 percent, in the second quarter. Real disposable personal income increased 1.6 percent, compared with an increase of 2.4 percent.

Personal saving was $1.04 trillion in the third quarter, compared with $1.13 trillion in the second quarter. The personal saving rate—personal saving as a percentage of disposable personal income—was 4.8 percent in the third quarter, compared with 5.2 percent in the second quarter.

Source Data for the Advance Estimate

The GDP estimate released today is based on source data that are incomplete or subject to further revision by the source agency. Information on the source data and key assumptions used in the advance estimate is provided in a Technical Note and a detailed “Key Source Data and Assumptions” file posted with the release. The “second” estimate for the third quarter, based on more complete data, will be released on November 27, 2024. For information on updates to GDP, refer to the “Additional Information” section that follows.

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Next release, November 27, 2024, at 8:30 a.m. EST
Gross Domestic Product (Second Estimate)
Corporate Profits (Preliminary Estimate)
Third Quarter 2024

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Release Dates in 2025
Estimate	2024 Q4 and Year 2024	2025 Q1	2025 Q2	2025 Q3
Gross Domestic Product
Advance Estimate	January 30, 2025	April 30, 2025	July 30, 2025	October 30, 2025
Second Estimate	February 27, 2025	May 29, 2025	August 28, 2025	November 26, 2025
Third Estimate	March 27, 2025	June 26, 2025	September 25, 2025	December 19, 2025

Gross Domestic Product by Industry	March 27, 2025	June 26, 2025	September 25, 2025	December 19, 2025

Corporate Profits
Preliminary Estimate	—	May 29, 2025	August 28, 2025	November 26, 2025
Revised Estimate	March 27, 2025	June 26, 2025	September 25, 2025	December 19, 2025

MIL OSI USA News –