Category: Transport

MIL-OSI: Nutanix Reports Second Quarter Fiscal 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Delivers Outperformance Across All Guided Metrics

Reports 19% YoY ARR Growth and Strong Free Cash Flow

SAN JOSE, Calif., Feb. 26, 2025 (GLOBE NEWSWIRE) — Nutanix, Inc. (NASDAQ: NTNX), a leader in hybrid multicloud computing, today announced financial results for its second quarter ended January 31, 2025.

“During our second quarter we delivered outperformance across our guided metrics,” said Rajiv Ramaswami, President and CEO of Nutanix. “Our results are benefiting from the strength of the Nutanix Cloud Platform, demand from businesses looking for a trusted long-term partner committed to innovation and customer care, and go-to-market leverage from our partnerships and programs.”

“Our second quarter results included 19% year-over-year ARR growth and strong year-to-date free cash flow generation, reflecting our focus on delivering sustainable, profitable growth,” said Rukmini Sivaraman, CFO of Nutanix. “We also recently strengthened our balance sheet and increased our financial flexibility with the issuance of convertible notes at attractive terms and by establishing a new revolving credit facility.”

Second Quarter Fiscal 2025 Financial Summary

	Q2 FY’25	Q2 FY’24	Y/Y Change
Annual Recurring Revenue (ARR)¹	$2.06 billion	$1.74 billion	19%
Average Contract Duration²	3.0 years	2.8 years	0.2 year
Revenue	$654.7 million	$565.2 million	16%
GAAP Gross Margin	87.0%	85.6%	140 bps
Non-GAAP Gross Margin	88.3%	87.3%	100 bps
GAAP Operating Expenses	$504.0 million	$446.6 million	13%
Non-GAAP Operating Expenses	$417.0 million	$369.4 million	13%
GAAP Operating Income	$65.4 million	$37.0 million	$28.4 million
Non-GAAP Operating Income	$161.3 million	$123.9 million	$37.4 million
GAAP Operating Margin	10.0%	6.6%	340 bps
Non-GAAP Operating Margin	24.6%	21.9%	270 bps
Net Cash Provided by Operating Activities	$221.7 million	$186.4 million	$35.3 million
Free Cash Flow	$187.1 million	$162.6 million	$24.5 million

Reconciliations between GAAP and non-GAAP financial measures and key performance measures, to the extent available, are provided in the tables of this press release.

Recent Company Highlights

Third Quarter Fiscal 2025 Outlook


Revenue	$620 – $630 million
Non-GAAP Operating Margin	17% to 18%
Weighted Average Shares Outstanding (Diluted)³	Approximately 296 million

Fiscal 2025 Outlook


Revenue	$2.495 – $2.515 billion
Non-GAAP Operating Margin	17.5% to 18.5%
Free Cash Flow	$650 – $700 million

Supplementary materials to this press release, including our second quarter fiscal 2025 earnings presentation, can be found at https://ir.nutanix.com/financial/quarterly-results.

Webcast and Conference Call Information

Nutanix executives will discuss the Company’s second quarter fiscal 2025 financial results on a conference call today at 4:30 p.m. Eastern Time/1:30 p.m. Pacific Time. Interested parties may access the conference call by registering at this link to receive dial in details and a unique PIN number. The conference call will also be webcast live on the Nutanix Investor Relations website at ir.nutanix.com. An archived replay of the webcast will be available on the Nutanix Investor Relations website at ir.nutanix.com shortly after the call.

Footnotes

¹Annual Recurring Revenue, or ARR, for any given period, is defined as the sum of ACV for all subscription contracts in effect as of the end of a specific period. For the purposes of this calculation, we assume that the contract term begins on the date a contract is booked, unless the terms of such contract prevent us from fulfilling our obligations until a later period, and irrespective of the periods in which we would recognize revenue for such contract. Excludes all life-of-device contracts. ACV is defined as the total annualized value of a contract. The total annualized value for a contract is calculated by dividing the total value of the contract by the number of years in the term of such contract. Excludes amounts related to professional services and hardware.

²Average Contract Duration represents the dollar-weighted term, calculated on a billings basis, across all subscription contracts, as well as our limited number of life-of-device contracts, using an assumed term of five years for life-of-device licenses, executed in the period.

³Weighted average share count used in computing diluted non-GAAP net income per share.

Non-GAAP Financial Measures and Other Key Performance Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, this press release includes the following non-GAAP financial and other key performance measures: non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, free cash flow, Annual Recurring Revenue (or ARR), and Average Contract Duration. In computing non-GAAP financial measures, we exclude certain items such as stock-based compensation and the related income tax impact, costs associated with our acquisitions (such as amortization of acquired intangible assets, income tax-related impact, and other acquisition-related costs), restructuring charges, litigation settlement accruals and legal fees related to certain litigation matters, the amortization and conversion of the debt discount and issuance costs related to convertible senior notes, interest expense related to convertible senior notes, inducement expense related to the repurchase of convertible senior notes, and other non-recurring transactions and the related tax impact. Non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, and non-GAAP operating margin are financial measures which we believe provide useful information to investors because they provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures such as stock-based compensation expense that may not be indicative of our ongoing core business operating results. Free cash flow is a performance measure that we believe provides useful information to our management and investors about the amount of cash generated by the business after capital expenditures, and we define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment. ARR is a performance measure that we believe provides useful information to our management and investors as it allows us to better track the topline growth of our subscription business because it takes into account variability in term lengths. We use these non-GAAP financial and key performance measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. However, these non-GAAP financial and key performance measures have limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, and free cash flow are not substitutes for gross margin, operating expenses, operating income (loss), operating margin, or net cash provided by (used in) operating activities, respectively. There is no GAAP measure that is comparable to ARR or Average Contract Duration, so we have not reconciled the ARR or Average Contract Duration data included in this press release to any GAAP measure. In addition, other companies, including companies in our industry, may calculate non-GAAP financial measures and key performance measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures and key performance measures as tools for comparison. We urge you to review the reconciliation of our non-GAAP financial measures and key performance measures to the most directly comparable GAAP financial measures included below in the tables captioned “Reconciliation of GAAP to Non-GAAP Profit Measures” and “Reconciliation of GAAP Net Cash Provided By Operating Activities to Non-GAAP Free Cash Flow,” and not to rely on any single financial measure to evaluate our business. This press release also includes the following forward-looking non-GAAP financial measures as part of our third quarter fiscal 2025 outlook and/or our fiscal 2025 outlook: non-GAAP operating margin and free cash flow. We are unable to reconcile these forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures without unreasonable efforts, as we are currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact the GAAP financial measures for these periods but would not impact the non-GAAP financial measures.

Forward-Looking Statements

This press release contains express and implied forward-looking statements, including, but not limited to, statements regarding: our business momentum and prospects, including the strength of our platform, demand from businesses looking for a long-term partner committed to innovation and customer care, and go-to-market leverage from our partnerships; our focus on delivering sustainable, profitable growth; our third quarter fiscal 2025 outlook; and our fiscal 2025 outlook.

These forward-looking statements are not historical facts and instead are based on our current expectations, estimates, opinions, and beliefs. Consequently, you should not rely on these forward-looking statements. The accuracy of these forward-looking statements depends upon future events and involves risks, uncertainties, and other factors, including factors that may be beyond our control, that may cause these statements to be inaccurate and cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by such statements, including, among others: the inherent uncertainty or assumptions and estimates underlying our projections and guidance, which are necessarily speculative in nature; any failure to successfully implement or realize the full benefits of, or unexpected difficulties or delays in successfully implementing or realizing the full benefits of, our business plans, strategies, initiatives, vision, objectives, momentum, prospects and outlook; our ability to achieve, sustain and/or manage future growth effectively; the rapid evolution of the markets in which we compete, including the introduction, or acceleration of adoption of, competing solutions, including public cloud infrastructure; failure to timely and successfully meet our customer needs; delays in or lack of customer or market acceptance of our new solutions, products, services, product features or technology; macroeconomic or geopolitical uncertainty; our ability to attract, recruit, train, retain, and, where applicable, ramp to full productivity, qualified employees and key personnel; factors that could result in the significant fluctuation of our future quarterly operating results (including anticipated changes to our revenue and product mix, the timing and magnitude of orders, shipments and acceptance of our solutions in any given quarter, our ability to attract new and retain existing end-customers, changes in the pricing and availability of certain components of our solutions, and fluctuations in demand and competitive pricing pressures for our solutions); our ability to form new or maintain and strengthen existing strategic alliances and partnerships, as well as our ability to manage any changes thereto; our ability to make share repurchases; and other risks detailed in our Annual Report on Form 10-K for the fiscal year ended July 31, 2024 filed with the U.S. Securities and Exchange Commission, or the SEC, on September 19, 2024 and our subsequent Quarterly Reports on Form 10-Q filed with the SEC. Additional information will be set forth in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2025, which should be read in conjunction with this press release and the financial results included herein. Our SEC filings are available on the Investor Relations section of our website at ir.nutanix.com and on the SEC’s website at www.sec.gov. These forward-looking statements speak only as of the date of this press release and, except as required by law, we assume no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any of these forward-looking statements to reflect actual results or subsequent events or circumstances.

About Nutanix

Nutanix is a global leader in cloud software, offering organizations a single platform for running applications and managing data, anywhere. With Nutanix, companies can reduce complexity and simplify operations, freeing them to focus on their business outcomes. Building on its legacy as the pioneer of hyperconverged infrastructure, Nutanix is trusted by companies worldwide to power hybrid multicloud environments consistently, simply, and cost-effectively. Learn more at www.nutanix.com or follow us on social media @nutanix.

© 2025 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix logo, and all Nutanix product and service names mentioned herein are registered trademarks or unregistered trademarks of Nutanix, Inc. (“Nutanix”) in the United States and other countries. Other brand names or marks mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s). This press release is for informational purposes only and nothing herein constitutes a warranty or other binding commitment by Nutanix.

Investor Contact:
Richard Valera
ir@nutanix.com

Media Contact:
Jennifer Massaro
pr@nutanix.com


NUTANIX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	As of
	July 31, 2024			January 31, 2025
	(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	655,270		$	1,072,161
Short-term investments		339,072			670,686
Accounts receivable, net		229,796			327,294
Deferred commissions—current		159,849			153,330
Prepaid expenses and other current assets		97,307			111,923
Total current assets		1,481,294			2,335,394
Property and equipment, net		136,180			138,753
Operating lease right-of-use assets		109,133			112,051
Deferred commissions—non-current		198,962			184,904
Intangible assets, net		5,153			3,443
Goodwill		185,235			185,235
Other assets—non-current		27,961			29,210
Total assets	$	2,143,918		$	2,988,990
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	45,066		$	45,903
Accrued compensation and benefits		195,602			203,040
Accrued expenses and other current liabilities		24,967			22,428
Deferred revenue—current		954,543			1,024,364
Operating lease liabilities—current		24,163			21,819
Total current liabilities		1,244,341			1,317,554
Deferred revenue—non-current		918,163			995,173
Operating lease liabilities—non-current		90,359			93,828
Convertible senior notes, net		570,073			1,341,388
Other liabilities—non-current		49,130			48,721
Total liabilities		2,872,066			3,796,664
Stockholders’ deficit:
Common stock		7			7
Additional paid-in capital		4,118,898			4,120,529
Accumulated other comprehensive loss		146			404
Accumulated deficit		(4,847,199	)		(4,928,614	)
Total stockholders’ deficit		(728,148	)		(807,674	)
Total liabilities and stockholders’ deficit	$	2,143,918		$	2,988,990

NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended January 31,					Six Months Ended January 31,
	2024		2025			2024			2025
	(in thousands, except per share data)
Revenue:
Product	$	299,660	$	354,187		$	546,582		$	656,106
Support, entitlements and other services		265,573		300,534			529,705			589,571
Total revenue		565,233		654,721			1,076,287			1,245,677
Cost of revenue:
Product ⁽¹⁾⁽²⁾		9,402		8,823			19,636			17,193
Support, entitlements and other services ⁽¹⁾		72,154		76,465			143,879			150,765
Total cost of revenue		81,556		85,288			163,515			167,958
Gross profit		483,677		569,433			912,772			1,077,719
Operating expenses:
Sales and marketing ⁽¹⁾⁽²⁾		236,702		261,382			472,025			514,783
Research and development ⁽¹⁾		160,401		182,785			312,376			356,744
General and administrative ⁽¹⁾		49,529		59,828			97,032			113,504
Total operating expenses		446,632		503,995			881,433			985,031
Income from operations		37,045		65,438			31,339			92,688
Other income (expense), net		2,096		(355	)		(3,179	)		9,218
Income before provision for income taxes		39,141		65,083			28,160			101,906
Provision for income taxes		6,346		8,656			11,218			15,553
Net income	$	32,795	$	56,427		$	16,942		$	86,353
Net income per share attributable to Class A common stockholders, basic	$	0.13	$	0.21		$	0.07		$	0.32
Net income per share attributable to Class A common stockholders, diluted	$	0.12	$	0.19		$	0.09		$	0.30
Weighted average shares used in computing net income per share attributable to Class A common stockholders, basic		243,853		267,138			242,667			266,842
Weighted average shares used in computing net income per share attributable to Class A common stockholders, diluted		298,540		293,351			294,851			291,086

____________________________
^{(1) Includes the following stock-based compensation expense:}

	Three Months Ended January 31,				Six Months Ended January 31,
	2024		2025		2024		2025
	(in thousands)
Product cost of revenue	$	1,697	$	812	$	3,625	$	2,024
Support, entitlements and other services cost of revenue		7,183		7,325		14,299		14,145
Sales and marketing		20,738		21,397		42,209		42,045
Research and development		40,541		46,765		78,945		90,327
General and administrative		15,810		17,129		30,889		33,636
Total stock-based compensation expense	$	85,969	$	93,428	$	169,967	$	182,177

____________________________
^{(2) Includes the following amortization of intangible assets:}

	Three Months Ended January 31,				Six Months Ended January 31,
	2024		2025		2024		2025
	(in thousands)
Product cost of revenue	$	749	$	767	$	1,860	$	1,534
Sales and marketing		82		88		119		176
Total amortization of intangible assets	$	831	$	855	$	1,979	$	1,710

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

	Six Months Ended January 31,
	2024			2025
	(in thousands)
Cash flows from operating activities:
Net income	$	16,942		$	86,353
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,389			36,427
Stock-based compensation		169,967			182,177
Amortization of debt discount and issuance costs		22,300			1,185
Inducement expense from partial repurchase of the 2027 Notes		—			11,347
Operating lease cost, net of accretion		16,046			13,962
Non-cash interest expense		10,064			—
Other		(8,859	)		(2,130	)
Changes in operating assets and liabilities:
Accounts receivable, net		(19,662	)		(72,745	)
Deferred commissions		4,830			20,577
Prepaid expenses and other assets		40,575			(5,833	)
Accounts payable		8,695			(334	)
Accrued compensation and benefits		34,158			7,792
Accrued expenses and other liabilities		(86,009	)		(1,680	)
Operating leases, net		(14,884	)		(15,754	)
Deferred revenue		101,329			122,077
Net cash provided by operating activities		331,881			383,421
Cash flows from investing activities:
Maturities of investments		429,219			162,139
Purchases of investments		(455,254	)		(493,156	)
Payments for acquisitions, net of cash acquired		(4,500	)		—
Purchases of property and equipment		(36,784	)		(44,438	)
Net cash used in investing activities		(67,319	)		(375,455	)
Cash flows from financing activities:
Proceeds from sales of shares through employee equity incentive plans		15,153			29,300
Taxes paid related to net share settlement of equity awards		(53,180	)		(148,194	)
Proceeds from the issuance of convertible notes, net of issuance costs		—			848,010
Payment of third-party debt issuance costs		—			(2,771	)
Partial repurchase of the 2027 Notes		—			(95,453	)
Repurchases of common stock		(59,192	)		(220,100	)
Payment of finance lease obligations		(1,758	)		(1,945	)
Net cash (used in) provided by financing activities		(98,977	)		408,847
Net increase in cash, cash equivalents and restricted cash	$	165,585		$	416,813
Cash, cash equivalents and restricted cash—beginning of period		515,771			655,662
Cash, cash equivalents and restricted cash—end of period	$	681,356		$	1,072,475
Restricted cash⁽¹⁾		2,110			314
Cash and cash equivalents—end of period	$	679,246		$	1,072,161
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	14,168		$	19,283
Supplemental disclosures of non-cash investing and financing information:
Purchases of property and equipment included in accounts payable and accrued and other liabilities	$	1,648		$	1,601
Unpaid taxes related to net share settlement of equity awards included in accrued expenses and other liabilities	$	—		$	11,460

____________________________
^{(1) Included within other assets—non-current in the condensed consolidated balance sheets.}

Reconciliation of Revenue to Billings
(Unaudited)

	Three Months Ended January 31,				Six Months Ended January 31,
	2024		2025		2024		2025
	(in thousands)
Total revenue	$	565,233	$	654,721	$	1,076,287	$	1,245,677
Change in deferred revenue		51,250		121,637		101,329		122,077
Total billings	$	616,483	$	776,358	$	1,177,616	$	1,367,754

Disaggregation of Revenue and Billings
(Unaudited)

	Three Months Ended January 31,				Six Months Ended January 31,
	2024		2025		2024		2025
	(in thousands)
Disaggregation of revenue:
Subscription revenue	$	531,983	$	624,418	$	1,011,461	$	1,185,114
Professional services revenue		25,008		28,030		47,843		55,315
Other non-subscription product revenue		8,242		2,273		16,983		5,248
Total revenue	$	565,233	$	654,721	$	1,076,287	$	1,245,677
Disaggregation of billings:
Subscription billings	$	572,759	$	733,737	$	1,101,673	$	1,298,029
Professional services billings		35,482		40,348		58,960		64,477
Other non-subscription product billings		8,242		2,273		16,983		5,248
Total billings	$	616,483	$	776,358	$	1,177,616	$	1,367,754

Subscription revenue — Subscription revenue includes any performance obligation which has a defined term, and is generated from the sales of software entitlement and support subscriptions, subscription software licenses and cloud-based software-as-a-service, or SaaS, offerings.

Ratable — We recognize revenue from software entitlement and support subscriptions and SaaS offerings ratably over the contractual service period, the substantial majority of which relate to software entitlement and support subscriptions.
Upfront — Revenue from our subscription software licenses is generally recognized upfront upon transfer of control to the customer, which happens when we make the software available to the customer.

Professional services revenue — We also sell professional services with our products. We recognize revenue related to professional services as they are performed.

Other non-subscription product revenue — Other non-subscription product revenue includes approximately $7.0 million and $15.2 million of non-portable software revenue for the three and six months ended January 31, 2024, respectively, $0.5 million and $2.3 million of non-portable software revenue for the three and six months ended January 31, 2025, respectively, $1.2 million and $1.8 million of hardware revenue for the three and six months ended January 31, 2024, respectively, and $1.8 million and $2.9 million of hardware revenue for the three and six months ended January 31, 2025, respectively.

Non-portable software revenue — Non-portable software revenue includes sales of our platform when delivered on a configured-to-order appliance by us or one of our OEM partners. The software licenses associated with these sales are typically non-portable and can be used over the life of the appliance on which the software is delivered. Revenue from our non-portable software products is generally recognized upon transfer of control to the customer.
Hardware revenue — In the infrequent transactions where the hardware appliance is purchased directly from Nutanix, we consider ourselves to be the principal in the transaction and we record revenue and costs of goods sold on a gross basis. We consider the amount allocated to hardware revenue to be equivalent to the cost of the hardware procured. Hardware revenue is generally recognized upon transfer of control to the customer.

Annual Recurring Revenue
(Unaudited)

	Three Months Ended January 31,				Six Months Ended January 31,
	2024		2025		2024		2025
	(in thousands)
Annual Recurring Revenue (ARR)	$	1,737,364	$	2,059,506	$	1,737,364	$	2,059,506

Reconciliation of GAAP to Non-GAAP Profit Measures
(Unaudited)

	GAAP			Non-GAAP Adjustments																			Non-GAAP
	Three Months Ended January 31, 2025			(1)			(2)			(3)			(4)			(5)		(6)		(7)			Three Months Ended January 31, 2025
	(in thousands, except percentages and per share data)
Gross profit	$	569,433		$	8,137		$	767		$	—		$	—		$	—	$	—	$	—		$	578,337
Gross margin		87.0	%		1.2	%		0.1	%		—			—			—		—		—			88.3	%
Operating expenses:
Sales and marketing		261,382			(21,397	)		(88	)		—			—			—		—		—			239,897
Research and development		182,785			(46,765	)		—			—			—			—		—		—			136,020
General and administrative		59,828			(17,129	)		—			(1,568	)		—			—		—		—			41,131
Total operating expenses		503,995			(85,291	)		(88	)		(1,568	)		—			—		—		—			417,048
Income from operations		65,438			93,428			855			1,568			—			—		—		—			161,289
Operating margin		10.0	%		14.3	%		0.1	%		0.2	%		—			—		—		—			24.6	%
Net income	$	56,427		$	93,428		$	855		$	1,568		$	(20	)	$	1,674	$	11,347	$	(151	)	$	165,128
Weighted shares outstanding, basic		267,138																						267,138
Weighted shares outstanding, diluted ⁽⁸⁾		293,351																						293,351
Net income per share, basic	$	0.21		$	0.35		$	–		$	0.01		$	–		$	0.01	$	0.04	$	–		$	0.62
Net income per share, diluted ⁽⁹⁾	$	0.19																					$	0.56

____________________________
^{(1) Stock-based compensation expense}
^{(2) Amortization of intangible assets}
^{(3) Legal fees}
^{(4) Other}
^{(5) Amortization of debt issuance costs and interest expense related to convertible senior notes}
^{(6) Inducement expense related to partial repurchase of the 2027 Notes}
^{(7) Income tax effect primarily related to stock-based compensation expense}
^{(8) Includes 26,214 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans}
^{(9) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $691 of interest expense related to the convertible senior notes}

	GAAP			Non-GAAP Adjustments																		Non-GAAP
	Six Months Ended January 31, 2025			(1)			(2)			(3)			(4)			(5)		(6)		(7)		Six Months Ended January 31, 2025
	(in thousands, except percentages and per share data)
Gross profit	$	1,077,719		$	16,169		$	1,534		$	—		$	—		$	—	$	—	$	—	$	1,095,422
Gross margin		86.5	%		1.3	%		0.1	%		—			—			—		—		—		87.9	%
Operating expenses:
Sales and marketing		514,783			(42,045	)		(176	)		—			—			—		—		—		472,562
Research and development		356,744			(90,327	)		—			—			—			—		—		—		266,417
General and administrative		113,504			(33,636	)		—			(2,935	)		—			—		—		—		76,933
Total operating expenses		985,031			(166,008	)		(176	)		(2,935	)		—			—		—		—		815,912
Income from operations		92,688			182,177			1,710			2,935			—			—		—		—		279,510
Operating margin		7.4	%		14.7	%		0.1	%		0.2	%		—			—		—		—		22.4	%
Net income	$	86,353		$	182,177		$	1,710		$	2,935		$	(130	)	$	11,347	$	2,419	$	90	$	286,901
Weighted shares outstanding, basic		266,842																					266,842
Weighted shares outstanding, diluted ⁽⁸⁾		291,086																					291,086
Net income per share, basic	$	0.32		$	0.69		$	0.01		$	0.01		$	–		$	0.04	$	0.01	$	–	$	1.08
Net income per share, diluted ⁽⁹⁾	$	0.30																				$	0.99

____________________________
^{(1) Stock-based compensation expense}
^{(2) Amortization of intangible assets}
^{(3) Legal fees}
^{(4) Other}
^{(5) Inducement expense related to partial repurchase of the 2027 Notes}
^{(6) Amortization of debt issuance costs and interest expense related to convertible senior notes}
^{(7) Income tax effect primarily related to stock-based compensation expense}
^{(8) Includes 24,243 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans}
^{(9) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $975 of interest expense related to the convertible senior notes}

	GAAP			Non-GAAP Adjustments																Non-GAAP
	Three Months Ended January 31, 2024			(1)			(2)			(3)			(4)			(5)		(6)		Three Months Ended January 31, 2024
	(in thousands, except percentages and per share data)
Gross profit	$	483,677		$	8,880		$	749		$	—		$	—		$	—	$	—	$	493,306
Gross margin		85.6	%		1.6	%		0.1	%		—			—			—		—		87.3	%
Operating expenses:
Sales and marketing		236,702			(20,738	)		(82	)		194			—			—		—		216,076
Research and development		160,401			(40,541	)		—			—			—			—		—		119,860
General and administrative		49,529			(15,810	)		—			—			(227	)		—		—		33,492
Total operating expenses		446,632			(77,089	)		(82	)		194			(227	)		—		—		369,428
Income from operations		37,045			85,969			831			(194	)		227			—		—		123,878
Operating margin		6.6	%		15.2	%		0.1	%		—			—			—		—		21.9	%
Net income	$	32,795		$	85,969		$	831		$	(194	)	$	117		$	16,651	$	177	$	136,346
Weighted shares outstanding, basic		243,853																			243,853
Weighted shares outstanding, diluted ⁽⁷⁾		298,540																			298,540
Net income per share, basic	$	0.13		$	0.36		$	–		$	–		$	–		$	0.07	$	–	$	0.56
Net income per share, diluted ⁽⁸⁾	$	0.12																		$	0.46

____________________________
^{(1) Stock-based compensation expense}
^{(2) Amortization of intangible assets}
^{(3) Restructuring charges (reversals)}
^{(4) Other}
^{(5) Amortization of debt discount and issuance costs and interest expense related to convertible senior notes}
^{(6) Income tax effect primarily related to stock-based compensation expense}
^{(7) Includes 54,687 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans}
^{(8) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $4,271 of interest expense related to the convertible senior notes}

	GAAP			Non-GAAP Adjustments																Non-GAAP
	Six Months Ended January 31, 2024			(1)			(2)			(3)			(4)			(5)		(6)		Six Months Ended January 31, 2024
	(in thousands, except percentages and per share data)
Gross profit	$	912,772		$	17,924		$	1,860		$	—		$	—		$	—	$	—	$	932,556
Gross margin		84.8	%		1.6	%		0.2	%		—			—			—		—		86.6	%
Operating expenses:
Sales and marketing		472,025			(42,209	)		(119	)		194			—			—		—		429,891
Research and development		312,376			(78,945	)		—			—			—			—		—		233,431
General and administrative		97,032			(30,889	)		—			—			(273	)		—		—		65,870
Total operating expenses		881,433			(152,043	)		(119	)		194			(273	)		—		—		729,192
Income from operations		31,339			169,967			1,979			(194	)		273			—		—		203,364
Operating margin		2.9	%		15.8	%		0.2	%		—			—			—		—		18.9	%
Net income	$	16,942		$	169,967		$	1,979		$	(194	)	$	1,083		$	32,998	$	451	$	223,226
Weighted shares outstanding, basic		242,667																			242,667
Weighted shares outstanding, diluted⁽⁷⁾		294,851																			294,851
Net income per share, basic	$	0.07		$	0.70		$	0.01		$	–		$	–		$	0.14	$	–	$	0.92
Net income per share, diluted⁽⁸⁾	$	0.09																		$	0.76

____________________________
^{(1) Stock-based compensation expense}
^{(2) Amortization of intangible assets}
^{(3) Restructuring charges (reversals)}
^{(4) Other}
^{(5) Amortization of debt discount and issuance costs and interest expense related to convertible senior notes}
^{(6) Income tax effect primarily related to stock-based compensation expense}
^{(7) Includes 52,184 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans}
^{(8) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $8,451 of interest expense related to the convertible senior notes}

Reconciliation of GAAP Net Cash Provided by Operating Activities to Non-GAAP Free Cash Flow
(Unaudited)

	Three Months Ended January 31,						Six Months Ended January 31,
	2024			2025			2024			2025
	(in thousands)
Net cash provided by operating activities	$	186,408		$	221,670		$	331,881		$	383,421
Purchases of property and equipment		(23,764	)		(34,607	)		(36,784	)		(44,438	)
Free cash flow	$	162,644		$	187,063		$	295,097		$	338,983

The MIL Network –

February 27, 2025

MIL-OSI: Gibson Energy Announces 2024 Key Industry-Leading Sustainability Achievements and Safety Leadership

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, Feb. 26, 2025 (GLOBE NEWSWIRE) — Gibson Energy Inc. (“Gibson” or the “Company”), a leading North American energy infrastructure company, today highlights the significant progress in its annual sustainability performance. The Company’s exceptional operational management and safety commitment to achieve zero harm to people, the environment and assets is foundational to these efforts. 2024 marked the Company’s latest safety leadership milestone by recording 8.8 million hours without a lost time injury for its employee and contract workforce.

“Sustainable practices and operational safety will always be embedded into our day-to-day, and I’m proud of our team reaching this latest safety milestone,” said Curtis Philippon, President and Chief Executive Officer. “Looking broadly at our sustainability commitments, to be externally recognized by key global rating agencies, including the A- we recently received from the Climate Disclosure Project, scoring 96 out of 100 points in the Globe and Mail Board Games Governance Ranking and placing in the 97^th percentile of all energy companies by the S&P Global Corporate Sustainability Assessment, reinforces the progress we made this year. Our focus will not change in 2025, we remain committed to safety, innovation, collaboration and accountability as we continue to work toward our ambitious goals.”

Gibson’s sustainability strategy is built on strong governance and strategic initiatives that focus on long-term value for our shareholders, employees, communities, Indigenous Peoples, governments, customers and suppliers.

“On behalf of the Management team, I’d also like to extend sincere thanks to our employees for their commitment to safety and our sustainability goals,” said Riley Hicks, Senior Vice President, Chief Financial Officer. “We will continue to build off this momentum, further leverage our world-class asset base and identify additional strategic growth opportunities to meet the evolving global energy demands.”

2024 Ratings:

The Company is proud to continue to rank at the top among its Canadian and US midstream peers, reaffirming its position as a global leader in sustainability.

Rating Agency	Score / Ranking	Description of Score / Ranking

MSCI ESG Risk Ratings	AAA	Gibson is one of only 10% of companies globally in the Oil & Gas Refining, Marketing, Transportation & Storage industry to receive this leadership rating Measurement of resilience to long-term, industry material ESG risks on a relative ranking from AAA being the best to CCC being the worst More information is available at www.msci.com
CDP – Climate Change	A-	Maintained this leadership position within the CDP and among midstream peers for the fifth year in a row A- Supplier Engagement Rating A detailed and independent methodology is used by CDP with more information available at www.cdp.net

S&P Global Corporate Sustainability Assessment	66	Gibson placed in the 97^th percentile of all energy companies and was the highest scoring Canadian midstream company Gibson was recognized in the S&P Global Sustainability Yearbook for the fourth year in a row More information about The Sustainability Yearbook can be found here
Sustainalytics ESG Risk Rating	16.0	Top 1% within Refiners & Pipelines industry group (2^nd out of 208 companies) Gibson was once again recognized on the Sustainalytics 2024 Industry Top-Rated List More information about Sustainalytics is available at www.sustainalytics.com
Globe and Mail Board Games Governance Ranking	12^th	Top quartile, ranking 12^th out of 215 companies and trusts in the S&P/TSX Composite Index Received a score of 96 based on a rigorous set of governance criteria on a scale of 100 being the best to 1 being the worst, tying the Company with a peer as the highest ranked energy company

ISS Governance Quality Score	1	Denotes decile ranking score on a scale of 1 being the best to 10 being the worst, with a score of 1 indicating top 10% performance within Energy industry group

ISS Environmental Quality Score	1

ISS Social Quality Score	2

Note: ESG ratings as at February 21, 2025

Key Achievements:

Environmental and Operations Impact

Published the 2023 Sustainability Report, detailing progress toward ambitious 2025 and 2030 ESG targets, including the Net Zero by 2050 commitment for Scope 1 and 2 emissions
Gibson, in its pursuit of Mission Zero, recorded 8.8 million hours without a lost time injury for its employee and contract workforce
Successfully completed the Gateway Terminal acquisition and implemented several key mitigation strategies to safeguard marine environments
Gibson received the ‘Union Pacific Railroad Pinnacle Award’, which recognizes customers who implement release prevention protocols, corrective action plans and have zero non-accident releases of regulated hazardous materials shipments
Continued to regularly conduct Process Hazard Analysis to proactively identify, monitor and mitigate any potential impacts to operational excellence

Social Responsibility

Exceeded its 2025 target with over 24% racial and ethnic minority representation and 5% Indigenous representation in the workforce
Successfully implemented Gibson’s inaugural Indigenous Peoples Development Program and announced a partnership with the Canadian Council for Indigenous Business by participating in the PAIR program at the Committed level, both of which further embeds Indigenous Peoples culture, decision-making and business practices at all levels of the organization
Named as one of Alberta’s Top Employers and Canada’s Best Diversity Employers by the annual Canada’s Top 100 Employers Project for the third consecutive year
Maintained a best-in-class position in employee participation in our community giving program with a rate of 94%
Gibson was awarded the ‘Better Benefits Award’ from Fertility Matters Canada for its leadership position in creating a family-friendly benefit plan and also, the ‘Best Wellness Program’ at the Canada’s Safest Employers Awards

Governance and Transparency

In the Globe & Mail annual Board Games results, Gibson ranked 12^th out of 215 companies, scoring 96 out of 100 points, which recognized the company’s approach to strong governance practices and tied the Company with a peer as the highest ranked energy company
Ahead of the 2025 target dates, achieved both Governance ESG targets by having 50% female representation and three racial, ethnic and or Indigenous representation on its Board of Directors
In line with the Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act, published its inaugural Modern Slavery Report
Demonstrated a commitment to responsible procurement with 100% participation and completion of Supply Chain Human Rights training by members of Supply Chain Management, Legal and Sustainability teams
Published Gibson’s Sustainability Policy, which formalizes the Company’s long-standing sustainability commitments and enhances the governance approach

Additional information on Gibson’s approach to Sustainability and ESG, is available at: https://www.gibsonenergy.com/sustainability.

About Gibson
Gibson is a leading liquids infrastructure company with its principal businesses consisting of the storage, optimization, processing, and gathering of liquids and refined products, as well as waterborne vessel loading. Headquartered in Calgary, Alberta, the Company’s operations are located across North America, with core terminal assets in Hardisty and Edmonton, Alberta, Ingleside and Wink, Texas, and a facility in Moose Jaw, Saskatchewan.

Gibson shares trade under the symbol GEI and are listed on the Toronto Stock Exchange. For more information, visit www.gibsonenergy.com.

Advisory Statements

Definitions
Scope 1 emissions are direct emissions from facilities owned and operated by Gibson.

Scope 2 emissions are indirect emissions from the generation of purchased energy for Gibson’s owned and operated facilities.

All references in this press release to Net Zero include Scope 1 and Scope 2 emissions only. Targets currently do not include the Gateway Terminal.

All references in this press release to Gibson’s business and asset base are only inclusive of the equity portion of facilities Gibson owns and operates.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information and statements (collectively, forward-looking statements). These statements relate to future events or future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words “anticipate”, “plan”, “aim”, “target”, “goal”, “contemplate”, “continue”, “commit”, “estimate”, “expect”, “future”, “forecast”, “forward”, “further”, “intend”, “long-term”, “propose”, “might”, “may”, “maintain”, “will”, “shall”, “project”, “should”, “could”, “would”, “believe”, “opportunity”, “predict”, “pursue”, “potential” and “progress” and similar expressions are intended to identify forward-looking statements. The forward-looking statements reflect Gibson’s beliefs and assumptions with respect to, among other things, its commitment to sustainability, ESG leadership and strong governance practices, its focus areas for 2025, its commitment to, and ability to maintain, its position as an industry ESG and sustainability leader; its ability to identify and realize opportunities to advance its sustainability journey and leverage its asset base and growth opportunities to a more secure and resilient energy future; its commitment to a safe and effective working environment; its sustainability strategy generating long-term value for key stakeholders; its Mission Zero commitment and the efforts undertaken to achieve such goal; the anticipated benefits of its renewable PPA and the timing thereof; the impact of the acquisition of STGT on Gibson’s sustainability profile; its ability to improve its operations, including with respect to emission reductions, biodiversity and Indigenous relations; its ESG goals, including its 2025 and 2030 ESG goals and its Net Zero by 2050 commitment; embedding Truth and Reconciliation principles into its culture and business practices; Gibson’s future climate and ESG targets and metrics and future ambitions, the global energy transition, and other assumptions inherent in management’s expectations in respect of the forward-looking statements identified herein.

Forward-looking statements involve known and unknown risks, assumptions, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although Gibson believes these statements to be reasonable, no assurance can be given that the results or events anticipated in these forward-looking statements will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. Actual results or events could differ materially from those anticipated in these forward-looking statements as a result of, among other things, Gibson’s ability to execute its current strategy, related milestones; Gibson’s ability to meet its sustainability and ESG goals; risks inherent in applicable laws and government policies; economic, societal, political and industry trends; Gibson’s ability to access capital; Gibson’s ability to obtain the anticipated benefits of the acquisition of STGT and its renewable PPA; risks inherent our business and the businesses of our industry partners; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour, materials, services and infrastructure; the development and execution of projects; prices of crude oil, natural gas, natural gas liquids and renewable energy; the development, performance and viability of technology and new energy efficient products, services and programs including but not limited to the use of zero-emission and renewable fuels, carbon capture and storage, electrification of equipment powered by zero-emission energy sources and utilization and availability of carbon offsets; assumptions relating to long-term energy future scenarios; carbon price outlook; the cooperation of joint venture partners in reaching the Net Zero by 2050 commitment and other ESG goals; the power system transformation and grid modernization; levels of demand for our services and the rate of return for such services; the likelihood, timing and financial impact of certain risks and uncertainties described under the heading “Risk Factors” and “Forward-Looking Information” in our current annual and interim management’s discussion and analysis and Annual Information Form (“AIF”) and identified in other documents the Company files from time to time with securities regulatory authorities, in each case as filed on SEDAR+ at www.sedarplus.ca and available on the Gibson website at www.gibsonenergy.com.

The forward-looking statements contained in this press release represent Gibson’s expectations as of the date hereof and are subject to change after such date. Gibson disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable laws. Readers are cautioned that the foregoing lists are not exhaustive. For a full discussion of our material risk factors, see “Risk Factors” in our current annual and interim management’s discussion and analysis and AIF, in each case as filed on SEDAR+ at www.sedarplus.ca and available on the Gibson website at www.gibsonenergy.com.

For further information, please contact:

Investor Relations:
(403) 776-3077
investor.relations@gibsonenergy.com

Media Relations:
(403) 476-6334
communications@gibsonenergy.com

The MIL Network –

February 27, 2025

MIL-OSI: Magnite Reports Fourth Quarter and Full-Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

Total Revenue up 4% & Contribution ex-TAC⁽¹⁾up 9% in Fourth Quarter

Contribution ex-TAC⁽¹⁾from CTV Grows 23% in Fourth Quarter

Adjusted EBITDA Margin⁽²⁾of 42% in Fourth Quarter

NEW YORK, Feb. 26, 2025 (GLOBE NEWSWIRE) — Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising company, today reported its results of operations for the fourth quarter and year ended December 31, 2024.

Recent Highlights:

Revenue of $194.0 million for Q4 2024, up 4% from Q4 2023
Contribution ex-TAC⁽¹⁾ of $180.2 million for Q4 2024, an increase of 9% from Q4 2023
Contribution ex-TAC⁽¹⁾ attributable to CTV for Q4 2024 of $77.9 million, which exceeded guidance of $75 to $77 million, and was up 23% year-over-year
Contribution ex-TAC⁽¹⁾ attributable to DV+ for Q4 2024 of $102.3 million, an increase of 1% year-over-year
Net income for Q4 2024 of $36.4 million, or $0.24 per diluted share, compared to net income of $30.9 million, or $0.16 per diluted share for Q4 2023
Adjusted EBITDA⁽¹⁾ of $76.5 million in Q4 2024 representing a 42% Adjusted EBITDA margin⁽²⁾, compared to Adjusted EBITDA⁽¹⁾ of $70.4 million for Q4 2023
Non-GAAP diluted earnings per share⁽¹⁾ of $0.34 for Q4 2024, compared to non-GAAP diluted earnings per share⁽¹⁾ of $0.29 for Q4 2023
Operating cash flow⁽³⁾ in Q4 2024 of $64.4 million
Contribution ex-TAC⁽¹⁾ attributable to CTV for the full-year 2024 of $260.2 million, an increase of 19% year-over-year, representing 43% of total Contribution ex-TAC⁽¹⁾
Adjusted EBITDA⁽¹⁾ for the full-year 2024 of $196.9 million, an increase of 15% from the full-year 2023
Ended 2024 with $483.2 million in cash and cash equivalents

Expectations:

Total Contribution ex-TAC⁽¹⁾ for Q1 2025 to be between $140 and $144 million
Contribution ex-TAC⁽¹⁾ attributable to CTV for Q1 2025 to be between $61 and $63 million
Contribution ex-TAC⁽¹⁾ attributable to DV+ for Q1 2025 to be between $79 and $81 million
Adjusted EBITDA operating expenses⁽⁴⁾ for Q1 2025 to be between $111 and $113 million
Total Contribution ex-TAC⁽¹⁾ growth above 10% for the full-year 2025
Excluding political, total 2025 Contribution ex-TAC⁽¹⁾ growth in the mid-teens
Adjusted EBITDA margin⁽²⁾ expansion of at least 100 basis points for 2025
Mid-teens percentage growth of Adjusted EBITDA⁽¹⁾ for 2025
High-teens to 20% growth in free cash flow⁽⁵⁾ for 2025

“CTV performed well above expectations based on strength from our partnerships with many of the largest industry players. Our DV+ business grew modestly in Q4 due to marketers pausing campaigns after the election, but has rebounded since the start of 2025 and resumed growth in the mid-to-high single digits. We are very encouraged with partner and agency traction to start 2025, and have also made strides to improve efficiency across our business.” said Michael G. Barrett, CEO of Magnite. “We look forward to a solid growth year in 2025, despite a mixed ad spend environment and political comps. We continue to balance top-line growth and profitability to drive free cash flow, which is reflected in our outlook for 2025. Key areas of investment will be live sports, ClearLine, agency marketplaces, curation, AI and overall platform efficiency.”


Magnite Fourth Quarter 2024 Results Summary
(in millions, except per share amounts and percentages)
	Three Months Ended			Year Ended
	December 31, 2024	December 31, 2023	Change Favorable/ (Unfavorable)	December 31, 2024	December 31, 2023	Change Favorable/ (Unfavorable)
Revenue	$194.0	$186.9	4%	$668.2	$619.7	8%
Gross profit	$126.2	$116.9	8%	$409.3	$209.8	95%
Contribution ex-TAC⁽¹⁾	$180.2	$165.3	9%	$606.9	$549.1	11%
Net income (loss)	$36.4	$30.9	18%	$22.8	($159.2)	NM
Adjusted EBITDA⁽¹⁾	$76.5	$70.4	9%	$196.9	$171.4	15%
Adjusted EBITDA margin⁽²⁾	42%	43%	(1) ppt	32%	31%	1 ppt
Basic earnings (loss) per share	$0.26	$0.22	18%	$0.16	($1.17)	NM
Diluted earnings (loss) per share	$0.24	$0.16	50%	$0.16	($1.17)	NM
Non-GAAP earnings per share⁽¹⁾	$0.34	$0.29	17%	$0.71	$0.54	31%

NM = Not meaningful

Notes:
(1)			Contribution ex-TAC, Adjusted EBITDA, and non-GAAP earnings per share are non-GAAP financial measures. Please see the discussion in the section called “Non-GAAP Financial Measures” and the reconciliations included at the end of this press release.
(2)			Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Contribution ex-TAC.
(3)			Operating cash flow is calculated as Adjusted EBITDA less capital expenditures.
(4)			Adjusted EBITDA operating expenses is calculated as Contribution ex-TAC less Adjusted EBITDA.
(5)			Free cash flow is defined as operating cash flow (Adjusted EBITDA less capital expenditures) less net interest expense.

Fourth Quarter 2024 Results Conference Call and Webcast:

The Company will host a conference call on February 26, 2025 at 1:30 PM (PT) / 4:30 PM (ET) to discuss the results for its fourth quarter of 2024.


Live conference call
Toll free number:	(844) 875-6911 (for domestic callers)
Direct dial number:	(412) 902-6511 (for international callers)
Passcode:	Ask to join the Magnite conference call
Simultaneous audio webcast:	http://investor.magnite.com, under “Events and Presentations”

Conference call replay
Toll free number:	(877) 344-7529 (for domestic callers)
Direct dial number:	(412) 317-0088 (for international callers)
Passcode:	1991482
Webcast link:	http://investor.magnite.com, under “Events and Presentations”

About Magnite
We’re Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising platform. Publishers use our technology to monetize their content across all screens and formats, including CTV, online video, display, and audio. The world’s leading agencies and brands trust our platform to access brand-safe, high-quality ad inventory and execute billions of advertising transactions each month. Anchored in bustling New York City, sunny Los Angeles, mile-high Denver, historic London, colorful Singapore, and down under in Sydney, Magnite has offices across North America, EMEA, LATAM, and APAC.

Forward-Looking Statements:
This press release and management’s prepared remarks during the conference call referred to above include, and management’s answers to questions during the conference call may include, forward-looking statements, including statements based upon or relating to our expectations, assumptions, estimates, and projections. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “anticipate,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions. Forward-looking statements may include, but are not limited to, statements concerning the Company’s guidance or expectations with respect to future financial performance; acquisitions by the Company, or the anticipated benefits thereof; macroeconomic conditions or concerns related thereto; the growth of ad-supported programmatic connected television; our ability to use and collect data to provide our offerings; the scope and duration of client relationships; the fees we may charge in the future; key strategic objectives; anticipated benefits of new offerings; business mix; sales growth; benefits from supply path optimization; our ability to adapt to advancements in artificial intelligence; the development of identity solutions; client utilization of our offerings; the impact of requests for discounts, rebates or other fee concessions; our competitive differentiation; our market share and leadership position in the industry; market conditions, trends, and opportunities; certain statements regarding future operational performance measures; and other statements that are not historical facts. These statements are not guarantees of future performance; they reflect our current views with respect to future events and are based on assumptions and estimates and subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

We discuss many of these risks and additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this press release and in other filings we have made and will make from time to time with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings. These forward-looking statements represent our estimates and assumptions only as of the date of the report in which they are included. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made. Without limiting the foregoing, any guidance we may provide will generally be given only in connection with quarterly and annual earnings announcements, without interim updates, and we may appear at industry conferences or make other public statements without disclosing material nonpublic information in our possession. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. Investors should read this press release and the documents that we reference in this press release and have filed or will file with the SEC completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Non-GAAP Financial Measures and Operational Measures:

In addition to our GAAP results, we review certain non-GAAP financial measures to help us evaluate our business on a consistent basis, measure our performance, identify trends affecting our business, establish budgets, measure the effectiveness of investments in our technology and development and sales and marketing, and assess our operational efficiencies. These non-GAAP financial measures include Contribution ex-TAC, Adjusted EBITDA, Non-GAAP Income (Loss), and Non-GAAP Earnings (Loss) per share, each of which is discussed below.

These non-GAAP financial measures are not intended to be considered in isolation from, as substitutes for, or as superior to, the corresponding financial measures prepared in accordance with GAAP. You are encouraged to evaluate these adjustments, and review the reconciliation of these non-GAAP financial measures to their most comparable GAAP measures, and the reasons we consider them appropriate. It is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies. See “Reconciliation of Revenue to Gross Profit to Contribution ex-TAC,” “Reconciliation of net income (loss) to Adjusted EBITDA,” “Reconciliation of net income (loss) to non-GAAP income (loss),” and “Reconciliation of GAAP earnings (loss) per share to non-GAAP earnings (loss) per share” included as part of this press release.

We do not provide a reconciliation of our non-GAAP financial expectations for Contribution ex-TAC and Adjusted EBITDA, or a forecast of the most comparable GAAP measures, because the amount and timing of many future charges that impact these measures (such as amortization of future acquired intangible assets, acquisition-related charges, foreign exchange (gain) loss, net, stock-based compensation, impairment charges, provision or benefit for income taxes, and our future revenue mix), which could be material, are variable, uncertain, or out of our control and therefore cannot be reasonably predicted without unreasonable effort, if at all. In addition, we believe such reconciliations or forecasts could imply a degree of precision that might be confusing or misleading to investors.

Contribution ex-TAC:

Contribution ex-TAC is calculated as gross profit plus cost of revenue, excluding traffic acquisition cost (“TAC”). Traffic acquisition cost, a component of cost of revenue, represents what we must pay sellers for the sale of advertising inventory through our platform for revenue reported on a gross basis. Contribution ex-TAC is a non-GAAP financial measure that is most comparable to gross profit. We believe Contribution ex-TAC is a useful measure in facilitating a consistent comparison against our core business without considering the impact of traffic acquisition costs related to revenue reported on a gross basis.

Adjusted EBITDA:

We define Adjusted EBITDA as net income (loss) adjusted to exclude stock-based compensation expense, depreciation and amortization, amortization of acquired intangible assets, impairment charges, interest income or expense, and other cash and non-cash based income or expenses that we do not consider indicative of our core operating performance, including, but not limited to foreign exchange gains and losses, acquisition and related items, gains or losses on extinguishment of debt, other debt refinancing expenses, non-operational real estate and other expenses (income), net, and provision (benefit) for income taxes. We also track future expenses on an Adjusted EBITDA basis, and describe them as Adjusted EBITDA operating expenses, which includes total operating expenses. Total operating expenses include cost of revenue. Adjusted EBITDA operating expenses is calculated as Contribution ex-TAC less Adjusted EBITDA. We adjust Adjusted EBITDA operating expenses for the same expense items excluded in Adjusted EBITDA. We believe Adjusted EBITDA is useful to investors in evaluating our performance for the following reasons:

Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s performance without regard to items such as those we exclude in calculating this measure, which can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired.
Our management uses Adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors concerning our performance. Adjusted EBITDA is also used as a metric for determining payment of cash incentive compensation.
Adjusted EBITDA provides a measure of consistency and comparability with our past performance that many investors find useful, facilitates period-to-period comparisons of operations, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.

Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results of operations as reported under GAAP. These limitations include:

Stock-based compensation is a non-cash charge and will remain an element of our long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period.
Depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future, but Adjusted EBITDA does not reflect any cash requirements for these replacements.
Impairment charges are non-cash charges related to goodwill, intangible assets and/or long-lived assets.
Adjusted EBITDA does not reflect certain cash and non-cash charges related to acquisition and related items, such as amortization of acquired intangible assets, merger, acquisition, or restructuring related severance costs, and changes in the fair value of contingent consideration.
Adjusted EBITDA does not reflect cash and non-cash charges and changes in, or cash requirements for, acquisition and related items, such as certain transaction expenses.
Adjusted EBITDA does not reflect cash and non-cash charges related to certain financing transactions such as gains or losses on extinguishment of debt or other debt refinancing expenses.
Adjusted EBITDA does not reflect certain non-operational real estate and other (income) and expense, net, which consists of transactions or expenses that are typically by nature non-operating, one-time items, or unrelated to our core operations.
Adjusted EBITDA does not reflect changes in our working capital needs, capital expenditures, or contractual commitments.
Adjusted EBITDA does not reflect cash requirements for income taxes and the cash impact of other income or expense.
Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Our Adjusted EBITDA is influenced by fluctuations in our revenue, cost of revenue, and the timing and amounts of the cost of our operations. Adjusted EBITDA should not be considered as an alternative to net income (loss), income (loss) from operations, or any other measure of financial performance calculated and presented in accordance with GAAP.

Non-GAAP Income (Loss) and Non-GAAP Earnings (Loss) per Share:
We define non-GAAP earnings (loss) per share as non-GAAP income (loss) divided by non-GAAP weighted-average shares outstanding. Non-GAAP income (loss) is equal to net income (loss) excluding stock-based compensation, cash and non-cash based merger, acquisition, and restructuring costs, which consist primarily of professional service fees associated with merger and acquisition activities, cash-based employee termination costs, and other restructuring activities, including facility closures, relocation costs, contract termination costs, and impairment costs of abandoned technology associated with restructuring activities, amortization of acquired intangible assets, gains or losses on extinguishment of debt, non-operational real estate and other expenses or income, foreign currency gains and losses, interest expense associated with Convertible Senior Notes, other debt refinance expenses, and the tax impact of these items. In periods in which we have non-GAAP income, non-GAAP weighted-average shares outstanding used to calculate non-GAAP earnings per share includes the impact of potentially dilutive shares. Potentially dilutive shares consist of stock options, restricted stock units, performance stock units, and potential shares issued under the Employee Stock Purchase Plan, each computed using the treasury stock method, and the impact of shares that would be issuable assuming conversion of all of the Convertible Senior Notes, calculated under the if-converted method. We believe non-GAAP earnings (loss) per share is useful to investors in evaluating our ongoing operational performance and our trends on a per share basis, and also facilitates comparison of our financial results on a per share basis with other companies, many of which present a similar non-GAAP measure. However, a potential limitation of our use of non-GAAP earnings (loss) per share is that other companies may define non-GAAP earnings (loss) per share differently, which may make comparison difficult. This measure may also exclude expenses that may have a material impact on our reported financial results. Non-GAAP earnings (loss) per share is a performance measure and should not be used as a measure of liquidity. Because of these limitations, we also consider the comparable GAAP measure of net income (loss).


MAGNITE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (unaudited)

	December 31, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	483,220		$	326,219
Accounts receivable, net		1,200,046			1,176,276
Prepaid expenses and other current assets		19,914			20,508
TOTAL CURRENT ASSETS		1,703,180			1,523,003
Property and equipment, net		68,730			47,371
Right-of-use lease asset		50,329			60,549
Internal use software development costs, net		26,625			21,926
Intangible assets, net		21,309			51,011
Goodwill		978,217			978,217
Other assets, non-current		6,378			6,729
TOTAL ASSETS	$	2,854,768		$	2,688,806
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,466,377		$	1,372,176
Lease liabilities, current		16,086			20,402
Debt, current		3,641			3,600
Other current liabilities		9,880			5,957
TOTAL CURRENT LIABILITIES		1,495,984			1,402,135
Debt, non-current, net of debt issuance costs		550,104			532,986
Lease liabilities, non-current		38,983			49,665
Other liabilities, non-current		1,479			2,337
TOTAL LIABILITIES		2,086,550			1,987,123
STOCKHOLDERS’ EQUITY
Common stock		2			2
Additional paid-in capital		1,433,809			1,387,715
Accumulated other comprehensive loss		(4,421	)		(2,076	)
Accumulated deficit		(661,172	)		(683,958	)
TOTAL STOCKHOLDERS’ EQUITY		768,218			701,683
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,854,768		$	2,688,806


MAGNITE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (unaudited)

	Three Months Ended						Year Ended
	December 31, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Revenue	$	193,968		$	186,932		$	668,170		$	619,710
Expenses ⁽¹⁾⁽²⁾:
Cost of revenue		67,786			70,025			258,838			409,906
Sales and marketing		40,628			37,575			166,142			173,982
Technology and development		22,262			23,183			95,243			94,318
General and administrative		23,074			21,025			96,860			89,048
Merger, acquisition, and restructuring costs		—			—			—			7,465
Total expenses		153,750			151,808			617,083			774,719
Income (loss) from operations		40,218			35,124			51,087			(155,009	)
Other expense:
Interest expense, net		5,433			8,100			27,032			32,369
Foreign exchange (gain) loss, net		(6,303	)		3,495			(5,083	)		1,953
(Gain) loss on extinguishment of debt		—			(8,348	)		7,706			(26,480	)
Other income		(1,170	)		(1,287	)		(5,052	)		(5,304	)
Total other (income) expense, net		(2,040	)		1,960			24,603			2,538
Income (loss) before income taxes		42,258			33,164			26,484			(157,547	)
Provision for income taxes		5,851			2,250			3,698			1,637
Net income (loss)	$	36,407		$	30,914		$	22,786		$	(159,184	)
Net earnings (loss) per share:
Basic	$	0.26		$	0.22		$	0.16		$	(1.17	)
Diluted	$	0.24		$	0.16		$	0.16		$	(1.17	)
Weighted average shares used to compute net earnings (loss) per share:
Basic		141,106			138,212			140,557			136,620
Diluted		152,434			143,793			146,810			136,620

⁽¹⁾ Stock-based compensation expense included in our expenses was as follows:

	Three Months Ended				Year Ended
	December 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Cost of revenue	$	423	$	436	$	1,924	$	1,809
Sales and marketing		7,473		6,394		31,436		27,263
Technology and development		3,617		4,624		18,210		20,542
General and administrative		5,845		5,701		24,949		22,860
Merger, acquisition, and restructuring costs		—		—		—		143
Total stock-based compensation expense	$	17,358	$	17,155	$	76,519	$	72,617

⁽²⁾ Depreciation and amortization expense included in our expenses was as follows:

	Three Months Ended				Year Ended
	December 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Cost of revenue	$	13,538	$	13,901	$	47,570	$	211,956
Sales and marketing		2,473		2,628		10,157		27,584
Technology and development		88		188		460		779
General and administrative		71		103		323		501
Total depreciation and amortization expense	$	16,170	$	16,820	$	58,510	$	240,820


MAGNITE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited)

	Year Ended
	December 31, 2024			December 31, 2023
OPERATING ACTIVITIES:
Net income (loss)	$	22,786		$	(159,184	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		58,510			240,820
Stock-based compensation		76,519			72,617
(Gain) loss on extinguishment of debt		7,706			(26,480	)
Provision for doubtful accounts		587			4,666
Amortization of debt discount and issuance costs		4,119			6,279
Non-cash lease expense		(4,772	)		(1,712	)
Deferred income taxes		95			(2,379	)
Unrealized foreign currency (gain) loss, net		(7,001	)		1,266
Other items, net		23			3,007
Changes in operating assets and liabilities:
Accounts receivable		(26,024	)		(220,102	)
Prepaid expenses and other assets		1,980			1,004
Accounts payable and accrued expenses		97,380			294,677
Other liabilities		3,293			(112	)
Net cash provided by operating activities		235,201			214,367
INVESTING ACTIVITIES:
Purchases of property and equipment		(32,810	)		(26,764	)
Capitalized internal use software development costs		(14,260	)		(10,619	)
Other investing activities		(432	)		—
Net cash used in investing activities		(47,502	)		(37,383	)
FINANCING ACTIVITIES:
Proceeds from the Term Loan B Facility refinancing and repricing activities, net of debt discount		413,463			—
Repayment of the Term Loan B Facility from refinancing and repricing activities		(403,113	)		—
Payment for debt issuance costs		(4,547	)		—
Repayment of debt		(1,823	)		(3,600	)
Repurchase of Convertible Senior Notes		—			(165,518	)
Proceeds from exercise of stock options		572			2,166
Proceeds from issuance of common stock under employee stock purchase plan		3,589			3,513
Taxes paid related to net share settlement		(22,472	)		(11,814	)
Purchase of treasury stock		(14,573	)		—
Repayment of finance leases		—			(276	)
Payment of indemnification claims holdback		—			(2,313	)
Net cash used in financing activities		(28,904	)		(177,842	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(1,794	)		575
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		157,001			(283	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period		326,219			326,502
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period	$	483,220		$	326,219


MAGNITE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-(Continued) (In thousands) (unaudited)

	Year Ended
	December 31, 2024		December 31, 2023
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
Cash paid for income taxes	$	3,870	$	5,357
Cash paid for interest	$	36,863	$	37,028
Capitalized assets financed by accounts payable and accrued expenses and other liabilities	$	6,742	$	1,690
Capitalized stock-based compensation	$	2,459	$	2,012
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	13,628	$	4,017
Operating lease right-of-use assets reduction and corresponding adjustment to operating lease liabilities from lease terminations	$	4,622	$	—
Non-cash financing activity related to Amendment No. 1 to the 2024 Credit Agreement	$	311,974	$	—


MAGNITE, INC. CALCULATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (In thousands, except per share data) (unaudited)

	Three Months Ended					Year Ended
	December 31, 2024		December 31, 2023			December 31, 2024		December 31, 2023

Basic and Diluted Earnings (Loss) Per Share:
Net income (loss)	$	36,407	$	30,914		$	22,786	$	(159,184	)
Weighted-average common shares outstanding used to compute basic earnings (loss) per share		141,106		138,212			140,557		136,620
Basic earnings (loss) per share	$	0.26	$	0.22		$	0.16	$	(1.17	)

Diluted Earnings (Loss) Per Share:
Net income (loss)	$	36,407	$	30,914		$	22,786	$	(159,184	)
Adjustments:
Interest expense, Convertible Senior Notes, net of tax		517		508			—		—
Gain on extinguishment of debt, net of tax		—		(8,151	)		—		—
Net income (loss) for calculation of diluted income (loss)	$	36,924	$	23,271		$	22,786	$	(159,184	)

Weighted-average common shares used in basic earnings (loss) per share		141,106		138,212			140,557		136,620
Dilutive effect of weighted-average restricted stock units		5,044		545			3,731		—
Dilutive effect of weighted-average common stock options		2,012		1,156			1,811		—
Dilutive effect of weighted-average performance stock units		1,037		—			669		—
Dilutive effect of weighted-average ESPP shares		25		15			42		—
Dilutive effect of weighted-average convertible notes		3,210		3,865			—		—
Weighted-average shares used to compute diluted net earnings (loss) per share		152,434		143,793			146,810		136,620
Diluted net earnings (loss) per share	$	0.24	$	0.16		$	0.16	$	(1.17	)


MAGNITE, INC. RECONCILIATION OF REVENUE TO GROSS PROFIT TO CONTRIBUTION EX-TAC (In thousands) (unaudited)

	Three Months Ended				Year Ended
	December 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Revenue	$	193,968	$	186,932	$	668,170	$	619,710
Less: Cost of revenue		67,786		70,025		258,838		409,906
Gross Profit		126,182		116,907		409,332		209,804
Add back: Cost of revenue, excluding TAC		54,016		48,373		197,610		339,343
Contribution ex-TAC	$	180,198	$	165,280	$	606,942	$	549,147


MAGNITE, INC. RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (In thousands) (unaudited)

	Three Months Ended						Year Ended
	December 31, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Net income (loss)	$	36,407		$	30,914		$	22,786		$	(159,184	)
Add back (deduct):
Depreciation and amortization expense, excluding amortization of acquired intangible assets		8,698			9,198			28,376			38,330
Amortization of acquired intangibles		7,472			7,622			30,134			202,490
Stock-based compensation expense		17,358			17,155			76,519			72,617
Merger, acquisition, and restructuring costs, excluding stock-based compensation expense		—			—			—			7,322
Non-operational real estate and other expense, net		1,597			20			1,579			310
Interest expense, net		5,433			8,100			27,032			32,369
Foreign exchange (gain) loss, net		(6,303	)		3,495			(5,083	)		1,953
(Gain) loss on extinguishment of debt		—			(8,348	)		7,706			(26,480	)
Other debt refinancing expense		—			—			4,103			—
Provision for income taxes		5,851			2,250			3,698			1,637
Adjusted EBITDA	$	76,513		$	70,406		$	196,850		$	171,364


MAGNITE, INC. RECONCILIATION OF NET INCOME (LOSS) TO NON-GAAP INCOME (LOSS) (In thousands) (unaudited)

	Three Months Ended						Year Ended
	December 31, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Net income (loss)	$	36,407		$	30,914		$	22,786		$	(159,184	)
Add back (deduct):
Merger, acquisition, and restructuring costs, including amortization of acquired intangibles and excluding stock-based compensation expense		7,472			7,622			30,134			209,812
Stock-based compensation expense		17,358			17,155			76,519			72,617
Non-operational real estate and other expense, net		1,597			20			1,579			310
Foreign exchange (gain) loss, net		(6,303	)		3,495			(5,083	)		1,953
Interest expense, Convertible Senior Notes		421			508			1,686			2,620
(Gain) loss on extinguishment of debt		—			(8,348	)		7,706			(26,480	)
Other debt refinancing expense		—			—			4,103			—
Tax effect of Non-GAAP adjustments⁽¹⁾		(5,339	)		(10,218	)		(32,806	)		(23,740	)
Non-GAAP income	$	51,613		$	41,148		$	106,624		$	77,908

⁽¹⁾		Non-GAAP income (loss) includes the estimated tax impact from the reconciling items reconciling between net income (loss) and non-GAAP income (loss).


MAGNITE, INC. RECONCILIATION OF GAAP EARNINGS (LOSS) PER SHARE TO NON-GAAP EARNINGS PER SHARE (In thousands, except per share amounts) (unaudited)

	Three Months Ended				Year Ended
	December 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023
GAAP net earnings (loss) per share ⁽¹⁾:
Basic	$	0.26	$	0.22	$	0.16	$	(1.17	)
Diluted	$	0.24	$	0.16	$	0.16	$	(1.17	)

Non-GAAP income ⁽²⁾	$	51,613	$	41,148	$	106,624	$	77,908
Non-GAAP earnings per share	$	0.34	$	0.29	$	0.71	$	0.54

Weighted-average shares used to compute basic net earnings (loss) per share		141,106		138,212		140,557		136,620
Dilutive effect of weighted-average common stock options, RSAs, RSUs, and PSUs		8,093		1,701		6,211		3,258
Dilutive effect of weighted-average ESPP shares		25		15		42		31
Dilutive effect of weighted-average Convertible Senior Notes		3,210		3,865		3,210		4,981
Non-GAAP weighted-average shares outstanding ⁽³⁾		152,434		143,793		150,020		144,890

⁽¹⁾ Calculated as net income (loss) divided by basic and diluted weighted-average shares used to compute net income (loss) per share as included in the consolidated statement of operations.

⁽²⁾ Refer to reconciliation of net income (loss) to non-GAAP income (loss).

⁽³⁾ Non-GAAP earnings per share is computed using the same weighted-average number of shares that are used to compute GAAP net income (loss) per share in periods where there is both a non-GAAP loss and a GAAP net loss.


MAGNITE, INC. CONTRIBUTION EX-TAC BY CHANNEL (In thousands, except percentages) (unaudited)

	Contribution ex-TAC
	Three Months Ended
	December 31, 2024				December 31, 2023

Channel:
CTV	$	77,923	43	%	$	63,530	38	%
Mobile		71,660	40			71,566	44
Desktop		30,615	17			30,184	18
Total	$	180,198	100	%	$	165,280	100	%

	Contribution ex-TAC
	Year Ended
	December 31, 2024				December 31, 2023

Channel:
CTV	$	260,159	43	%	$	218,494	40	%
Mobile		242,018	40			226,826	41
Desktop		104,765	17			103,827	19
Total	$	606,942	100	%	$	549,147	100	%

The MIL Network –

February 27, 2025

MIL-OSI: Horizon Bancorp, Inc. Announces Retirement of Craig Dwight as Chairman and Enhancements to Board of Directors Structure

Source: GlobeNewswire (MIL-OSI)

MICHIGAN CITY, Ind., Feb. 26, 2025 (GLOBE NEWSWIRE) — (NASDAQ GS: HBNC) Horizon Bancorp, Inc. (“Horizon” or the “Company”) announced that Craig Dwight, Chairman of Board, will retire from the Board of Directors effective at the expiration of his current term on May 1, 2025. Mr. Dwight provided written notice of his decision on February 24, 2025, which was accepted by the Board on February 25, 2025. Concurrently, the Board of Directors elected Eric Blackhurst to serve as an Independent Chairperson, effective upon Mr. Dwight’s retirement. Mr. Blackhurst has served as a Company Director for over seven years during which time his leadership has been instrumental, notably as Chairperson of Corporate Governance and as a member of the Compensation Committee. Mr. Blackhurst recently retired from an esteemed 35-year career at The Dow Chemical Company where he served as Associate General Counsel, Corporate Transactions and Latin America. His is currently interim president of Alma College. Additionally, with Horizon’s transition to an Independent Chairperson, the role of Independent Lead Director, currently held by Michele Magnuson, will be retired. Ms. Magnuson will remain on the Board and continue to serve on the Compensation and Governance Committees.

“On behalf of the Board of Directors, Executive Leadership, and Horizon’s Advisors, it is my privilege to thank and congratulate Craig who will retire from the Board upon the expiration of his term in May. For more than 25 years Craig drove the success of Horizon by fostering a winning culture centered on placing client needs first, strengthening the communities Horizon calls home, and delivering significant value for Horizon’s shareholders. His legacy of servant leadership has positively impacted all who have had the pleasure to work with him. We wish Craig and his family the best as he enjoys this richly earned new chapter in life,” said Thomas Prame, Horizon’s President and Chief Executive Officer. “I am also pleased to announce the Board’s election of Eric Blackhurst to Independent Chairperson. Eric’s strategic vision, character and experience make him ideally suited to seamlessly transition into the role of Chairperson. I look forward to our continued positive working relationship and the value he will bring to Horizon in this important new role. Additionally, we would like to thank Michele Magnuson for her impactful stewardship as independent Lead Director over the last 3 years. We are fortunate to have Michele as a Board member, and we look forward to the positive contributions she continues to bring to the Board and organization.”

In addition to the changes to Horizon’s director roles, Horizon welcomes Larry Magnesen to the Horizon Bank’s Board of Directors effective February 25, 2025. Mr. Magnesen brings to the Bank Board significant experience in marketing and corporate communications resulting from his 20 plus-year career at Fifth Third Bank in various senior leadership roles. “Larry has a vast experience in financial services marketing and corporate communications that will benefit Horizon Bank’s strategic objective of profitably expanding our core banking relationships,” Prame added. “Larry brings a great understanding of attracting and retaining core clients that is combined with an intimate knowledge of our local markets through his former leadership roles. I look forward to the immediate contributions Larry will bring to Horizon’s strategic outlook and the valuable skillset he adds to our already very talented Bank Board.”

About Horizon Bancorp, Inc.

Horizon Bancorp, Inc. (NASDAQ GS: HBNC) is the nearly 8 billion–asset bank holding company for Horizon Bank, which serves customers across attractive Midwestern markets through convenient digital tools, as well as its Indiana and Michigan branches. Horizon’s retail offerings include prime residential, indirect auto, and other secured consumer lending, as well as a range of personal banking and wealth management solutions. Horizon also provides a comprehensive array of in–market business banking and treasury management services, as well as equipment financing solutions for customers regionally and nationally, with commercial lending representing over half of total loans. More information on Horizon, headquartered in Northwest Indiana’s Michigan City, is available at horizonbank.com and investor.horizonbank.com.

Contact: Thomas Prame
Chief Executive Officer and President
Phone: (219) 814-5983
Date: February 26, 2025

The MIL Network –

February 27, 2025

MIL-OSI: ARKO Corp. Reports Fourth Quarter and Full Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

RICHMOND, Va., Feb. 26, 2025 (GLOBE NEWSWIRE) — ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a Fortune 500 company and one of the largest convenience store operators in the United States, today announced financial results for the fourth quarter and the full year ended December 31, 2024.

Fourth Quarter and Full Year 2024 Key Highlights (vs. Year-Ago Period)^1,2

Net loss for the quarter was $2.3 million compared to net income of $1.1 million. For the year, net income was $20.8 million compared to $34.6 million.
Adjusted EBITDA for the quarter was $56.8 million compared to $61.8 million. For the year, Adjusted EBITDA was $248.9 million compared to $276.3 million.
Merchandise margin rate for the quarter increased to 33.0% compared to 32.9%. For the year, merchandise margin rate increased to 32.8% compared to 31.8%.
Merchandise contribution for the quarter was $134.9 million compared to $146.8 million; more than half of the merchandise contribution decline for the quarter was associated with the Company’s accretive dealerization program. For the year, merchandise contribution was $579.6 million compared to $585.1 million.
Retail fuel margin for the quarter was 38.7 cents per gallon compared to 39.2 cents per gallon, resulting from macroeconomically-driven lower fuel prices and reduced price volatility. For the year, retail fuel margin increased to 39.6 cents per gallon compared to 38.8 cents per gallon.
Retail fuel contribution for the quarter was $100.2 million compared to $109.3 million. For the year, retail fuel contribution was $428.2 million compared to $435.3 million.

Other Key Highlights

As part of the Company’s developing transformation plan, the Company converted 153 retail stores to dealer sites during the year ended December 31, 2024, including approximately 100 stores converted in the fourth quarter of 2024. The Company expects to convert a meaningful number of additional stores throughout 2025, including another approximately 100 retail stores by the end of the first quarter of 2025. The stores converted to dealer locations in 2024 are expected to produce an annualized benefit to combined wholesale segment and retail segment operating income of approximately $8.5 million. The Company now expects that, at scale, its channel optimization will yield a cumulative annualized benefit of operating income in excess of $20 million. This channel optimization is also expected to enable the Company to better focus and prioritize future investments in its remaining retail stores.
In 2024, the Company expanded its planned pipeline of NTI (new-to-industry) stores to eight, including two stores that opened in 2024 and an additional two stores opened in the first quarter of 2025. The Company expects to open the four remaining NTI locations over the course of 2025.
The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on March 21, 2025 to stockholders of record as of March 10, 2025.

¹ See Use of Non-GAAP Measures below.
² All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to the Company’s wholesale fuel distribution subsidiary, GPM Petroleum LP (“GPMP”) for the cost of fuel (intercompany charges by GPMP).

“We navigated a challenging macroeconomic environment in 2024, while advancing the development of our multi-year transformation plan,” said Arie Kotler, Chairman, President, and CEO of ARKO. “We made progress with our dealerization program by strategically refining our retail footprint, strengthening merchandising initiatives, and enhancing customer engagement through value-driven promotions for in-store merchandise and, more recently, a more aggressive value offer at the pump. Our focus on operational efficiencies and the dealerization program allowed us to manage through industry-wide headwinds while making strategic investments in high-growth areas, such as food service and other tobacco products to meet evolving customer preferences.”

Mr. Kotler continued: “Looking ahead to 2025, we remain committed to driving sustainable long-term growth and value creation for our stakeholders. We plan to strengthen our competitiveness by continuing to invest in higher-growth categories, delivering further value to our customers and further optimizing our store portfolio. We are acutely focused on delivering innovative, value-driven solutions that enhance the customer experience while maximizing profitability and expanding revenue opportunities.”

Fourth Quarter and Full Year 2024 Segment Highlights

Retail

	For the Three Months Ended December 31,						For the Year Ended December 31,
	2024			2023			2024			2023
	(in thousands)
Fuel gallons sold		258,856			279,035			1,080,990			1,122,321
Same store fuel gallons sold decrease (%) ¹		(4.4	%)		(7.5	%)		(6.1	%)		(5.3	%)
Fuel contribution ²	$	100,212		$	109,336		$	428,216		$	435,322
Fuel margin, cents per gallon ³		38.7			39.2			39.6			38.8
Same store fuel contribution ^1,2	$	96,830		$	104,262		$	403,503		$	422,090
Same store merchandise sales (decrease) increase (%) ¹		(4.3	%)		(2.8	%)		(5.4	%)		0.4	%
Same store merchandise sales excluding cigarettes (decrease) increase (%) ¹		(2.1	%)		(1.8	%)		(3.8	%)		2.5	%
Merchandise revenue	$	408,826		$	446,727		$	1,767,345		$	1,838,001
Merchandise contribution ⁴	$	134,873		$	146,773		$	579,569		$	585,122
Merchandise margin ⁵		33.0	%		32.9	%		32.8	%		31.8	%
Same store merchandise contribution ^1,4	$	129,376		$	135,532		$	543,368		$	560,321
Same store site operating expenses ¹	$	179,302		$	181,527		$	736,727		$	737,158

¹Same store is a common metric used in the convenience store industry. The Company considers a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to Use of Non-GAAP Measures below for discussion of this measure.
²Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.
³Calculated as fuel contribution divided by fuel gallons sold.
⁴Calculated as merchandise revenue less merchandise costs.
⁵Calculated as merchandise contribution divided by merchandise revenue.

Merchandise contribution for the fourth quarter of 2024 decreased $11.9 million, or 8.1%, compared to the fourth quarter of 2023, while merchandise margin increased to 33.0% in the fourth quarter of 2024 compared to 32.9% in 2023. The decrease in merchandise contribution was due to a decrease in same store merchandise contribution of $6.2 million and a decrease of $7.7 million related to underperforming retail stores that were closed or converted to dealers, partially offset by an increase in merchandise contribution of $2.0 million from the SpeedyQ acquisition that closed in April 2024. Merchandise contribution at same stores decreased in the fourth quarter of 2024 primarily due to lower contribution from several core destination categories and cigarettes, partially offset by higher contribution from other tobacco products.

For the year ended December 31, 2024, merchandise contribution decreased $5.6 million, or 0.9%, compared to the year ended December 31, 2023, while merchandise margin increased to 32.8% in 2024 from 31.8% in 2023. The decrease in merchandise contribution was due to a decrease in same store merchandise contribution of $17.0 million and a decrease in merchandise contribution of $11.6 million related to underperforming retail stores that were closed or converted to dealers, partially offset by incremental merchandise contribution from recent acquisitions of $21.7 million.

For the fourth quarter of 2024, retail fuel contribution decreased $9.1 million to $100.2 million compared to the prior year period, with a same store fuel contribution decrease of $7.4 million attributable to gallon demand declines reflecting the challenging macro-economic environment. Fuel margin of 38.7 cents per gallon was down 0.5 cents per gallon compared to the fourth quarter of 2023, resulting from lower fuel costs and reduced price volatility this year. In addition, a decrease in retail fuel contribution of $3.7 million was related to underperforming retail stores that were closed or converted to dealers, partially offset by incremental fuel contribution from the SpeedyQ acquisition of approximately $1.8 million.

For the year ended December 31, 2024, fuel contribution decreased $7.1 million, or 1.6%, compared to the year ended December 31, 2023, while fuel margin per gallon increased. Same store fuel margin per gallon for 2024 increased to 39.7 cents per gallon from 39.0 cents per gallon for 2023. Incremental fuel contribution from recent acquisitions of approximately $16.8 million was more than offset by a decrease in same store fuel contribution of $18.6 million. In addition, a decrease in fuel contribution of $6.1 million was related to underperforming retail stores that were closed or converted to dealers compared to 2023.

Wholesale

	For the Three Months Ended December 31,				For the Year Ended December 31,
	2024		2023		2024		2023
	(in thousands)
Fuel gallons sold – fuel supply locations		201,317		199,861		794,796		801,260
Fuel gallons sold – consignment agent locations		38,563		40,144		154,560		168,005
Fuel contribution ¹– fuel supply locations	$	12,004	$	11,499	$	47,930	$	48,396
Fuel contribution ¹– consignment agent locations	$	10,270	$	10,101	$	42,420	$	44,512
Fuel margin, cents per gallon ²– fuel supply locations		6.0		5.8		6.0		6.0
Fuel margin, cents per gallon ²– consignment agent locations		26.6		25.2		27.4		26.5

¹Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.
²Calculated as fuel contribution divided by fuel gallons sold.

Fuel contribution was approximately $22.3 million for the fourth quarter of 2024 compared to $21.6 million for the fourth quarter of 2023. Fuel contribution for the fourth quarter of 2024 at fuel supply locations increased by $0.5 million, and fuel contribution at consignment agent locations increased by $0.2 million, as compared to the prior year period, with fuel margin increases of 0.2 cents per gallon and 1.4 cents per gallon, respectively. For the fourth quarter of 2024, other revenues, net, increased by approximately $1.8 million, while site operating expenses increased by $0.6 million compared to the prior year period, resulting from the retail stores that were converted to dealers.

For the year ended December 31, 2024, wholesale operating income increased $0.8 million, compared to 2023. An increase of approximately $3.4 million in other revenues, net, was partially offset by a decrease in fuel contribution of approximately $2.6 million in 2024 compared to 2023. At fuel supply locations, fuel contribution decreased by $0.5 million, and fuel margin per gallon remained consistent with 2023, primarily due to decreased prompt pay discounts related to lower fuel costs and lower volumes at comparable wholesale sites, which was partially offset by incremental contribution from recent acquisitions and the retail stores converted to dealers. At consignment agent locations, fuel contribution decreased $2.1 million while fuel margin per gallon increased for 2024 compared to 2023, primarily due to incremental contribution from recent acquisitions and the retail stores converted to dealers, which was offset by lower rack-to-retail margins and decreased prompt pay discounts related to lower fuel costs.

Fleet Fueling

	For the Three Months Ended December 31,				For the Year Ended December 31,
	2024		2023		2024		2023
	(in thousands)
Fuel gallons sold – proprietary cardlock locations		32,888		33,285		136,104		130,995
Fuel gallons sold – third-party cardlock locations		3,239		3,201		12,814		9,832
Fuel contribution ¹– proprietary cardlock locations	$	15,823	$	13,146	$	62,612	$	54,685
Fuel contribution ¹– third-party cardlock locations	$	509	$	245	$	1,677	$	1,215
Fuel margin, cents per gallon ²– proprietary cardlock locations		48.1		39.5		46.0		41.7
Fuel margin, cents per gallon ²– third-party cardlock locations		15.8		7.6		13.1		12.4

¹Calculated as fuel revenue less fuel costs; excludes the estimated fixed fee paid to GPMP for the cost of fuel.
²Calculated as fuel contribution divided by fuel gallons sold.

For the fourth quarter of 2024, fuel contribution increased by $2.9 million compared to the fourth quarter of 2023. At proprietary cardlocks, fuel contribution increased by $2.7 million, and fuel margin per gallon also increased for the fourth quarter of 2024 compared to the fourth quarter of 2023. At third-party cardlock locations, fuel contribution increased by $0.3 million, and fuel margin per gallon also increased for the fourth quarter of 2024 compared to the fourth quarter of 2023.

For the year ended December 31, 2024, fuel contribution increased by $8.4 million compared to the year ended December 31, 2023. At proprietary cardlocks, fuel contribution increased by $7.9 million, and fuel margin per gallon also increased for the year ended December 31, 2024, compared to the year ended December 31, 2023. At third-party cardlock locations, fuel contribution increased $0.5 million, and fuel margin per gallon also increased for 2024 compared to 2023. These changes were primarily due to higher volumes and the cardlocks acquired in the Company’s acquisition of certain sites from WTG Fuels Holdings, LLC in 2023.

Site Operating Expenses

For the quarter ended December 31, 2024, convenience store operating expenses decreased $13.0 million, or 6.5%, compared to the prior year period primarily due to a decrease of $14.3 million from underperforming retail stores that were closed or converted to dealers and a decrease in same store operating expenses of $2.2 million, or 1.2%. The decrease in convenience store operating expenses was partially offset by incremental expenses related to the SpeedyQ acquisition that closed in April 2024.

For the year ended December 31, 2024, convenience store operating expenses increased $11.2 million, or 1.4%, as compared to the year ended December 31, 2023, primarily due to $33.1 million of incremental expenses related to recent acquisitions. The increase in site operating expenses was partially offset by a decrease in same store operating expenses of $0.4 million, and $22.1 million of reduced expenses for underperforming retail stores that were closed or converted to dealers.

Liquidity and Capital Expenditures

As of December 31, 2024, the Company’s total liquidity was approximately $841 million, consisting of approximately $262 million of cash and cash equivalents and approximately $579 million of availability under lines of credit. Outstanding debt was $881 million, resulting in net debt, excluding lease related financing liabilities, of approximately $619 million. Capital expenditures were $36.1 million, and $113.9 million for the quarter and year ended December 31, 2024, respectively.

Quarterly Dividend and Share Repurchase Program

The Company’s ability to return cash to its stockholders through its cash dividend program and share repurchase program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and strong financial position.

The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on March 21, 2025 to stockholders of record as of March 10, 2025.

There was approximately $25.7 million remaining under the share repurchase program as of December 31, 2024.

Company-Operated Retail Store Count and Segment Update

The following tables present certain information regarding changes in the retail, wholesale and fleet fueling segments for the periods presented:

	For the Three Months Ended December 31,						For the Year Ended December 31,
Retail Segment	2024			2023			2024			2023
Number of sites at beginning of period		1,491			1,552			1,543			1,404
Acquired sites		—			—			21			166
Newly opened or reopened sites		1			—			3			4
Company-controlled sites converted to
consignment or fuel supply locations, net		(102	)		(3	)		(153	)		(16	)
Sites closed, divested or converted to rentals		(1	)		(6	)		(25	)		(15	)
Number of sites at end of period		1,389			1,543			1,389			1,543

	For the Three Months Ended December 31,						For the Year Ended December 31,
Wholesale Segment ¹	2024			2023			2024			2023
Number of sites at beginning of period		1,832			1,825			1,825			1,674
Acquired sites		—			—			—			190
Newly opened or reopened sites ²		9			25			39			83
Consignment or fuel supply locations converted
from Company-controlled or fleet fueling sites, net		102			2			153			15
Closed or divested sites		(21	)		(27	)		(95	)		(137	)
Number of sites at end of period		1,922			1,825			1,922			1,825

¹Excludes bulk and spot purchasers.
²Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.

	For the Three Months Ended December 31,					For the Year Ended December 31,
Fleet Fueling Segment	2024			2023		2024			2023
Number of sites at beginning of period		281			295		298			183
Acquired sites		—			—		—			111
Newly opened or reopened sites		—			2		1			6
Fleet fueling locations converted
from fuel supply locations, net		—			1		—			1
Closed or divested sites		(1	)		—		(19	)		(3	)
Number of sites at end of period		280			298		280			298

First Quarter and Full Year 2025 Guidance

The Company currently expects first quarter 2025 Adjusted EBITDA to range between $27 million and $33 million, with an assumed range of average retail fuel margin from 37.0 to 39.0 cents per gallon. The Company currently expects full year 2025 Adjusted EBITDA to range between $233 million and $253 million, with an assumed range of average retail fuel margin from 39.5 to 41.5 cents per gallon.

The Company is not providing guidance on net income at this time due to the volatility of certain required inputs that are not available without unreasonable efforts, including future fair value adjustments associated with its stock price, as well as depreciation and amortization related to its capital allocation as part of its focus on accelerating organic growth.

Conference Call and Webcast Details

The Company will host a conference call today, February 26, 2025, to discuss these results at 5:00 p.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 877-605-1792 or 201-689-8728.

A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at https://www.arkocorp.com/news-events/ir-calendar. The webcast will be archived for 30 days.

About ARKO Corp.

ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, our highly recognizable Family of Community Brands offers delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands. We operate in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers; wholesale, which supplies fuel to independent dealers and consignment agents; fleet fueling, which includes the operation of proprietary and third-party cardlock locations, and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites; and GPM Petroleum, which sells and supplies fuel to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites. To learn more about GPM stores, visit: www.gpminvestments.com. To learn more about ARKO, visit: www.arkocorp.com.

Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its common stock and warrants on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Use of Non-GAAP Measures

The Company discloses certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. The Company believes that this information provides greater comparability regarding its ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

The Company defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition and divestiture costs, share-based compensation expense, other non-cash items, and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures.

The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.

EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income or any other financial measure presented in accordance with GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, same store measures, EBITDA and Adjusted EBITDA, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.

Company Contact
Jordan Mann
ARKO Corp.
investors@gpminvestments.com

Investor Contact
Sean Mansouri, CFA
Elevate IR
(720) 330-2829
ARKO@elevate-ir.com

	Consolidated Statements of Operations
	For the Three Months Ended December 31,						For the Year Ended December 31,
	2024			2023			2024			2023
	(in thousands)
Revenues:
Fuel revenue	$	1,556,185		$	1,759,216		$	6,858,919		$	7,464,372
Merchandise revenue		408,826			446,727			1,767,345			1,838,001
Other revenues, net		27,098			27,217			105,698			110,358
Total revenues		1,992,109			2,233,160			8,731,962			9,412,731
Operating expenses:
Fuel costs		1,416,234			1,613,230			6,271,696			6,876,084
Merchandise costs		273,953			299,954			1,187,776			1,252,879
Site operating expenses		209,906			222,751			875,272			860,134
General and administrative expenses		39,690			38,102			162,920			165,294
Depreciation and amortization		33,989			32,648			132,414			127,597
Total operating expenses		1,973,772			2,206,685			8,630,078			9,281,988
Other expenses, net		3,962			1,168			7,858			12,729
Operating income		14,375			25,307			94,026			118,014
Interest and other financial income		4,229			2,197			30,591			20,273
Interest and other financial expenses		(23,942	)		(25,099	)		(97,752	)		(91,516	)
(Loss) income before income taxes		(5,338	)		2,405			26,865			46,771
Income tax benefit (expense)		2,995			(1,317	)		(6,144	)		(12,166	)
Income (loss) from equity investment		45			38			124			(39	)
Net (loss) income	$	(2,298	)	$	1,126		$	20,845		$	34,566
Less: Net income attributable to non-controlling interests		—			48			—			197
Net (loss) income attributable to ARKO Corp.	$	(2,298	)	$	1,078		$	20,845		$	34,369
Series A redeemable preferred stock dividends		(1,445	)		(1,449	)		(5,750	)		(5,750	)
Net (loss) income attributable to common shareholders	$	(3,743	)	$	(371	)	$	15,095		$	28,619
Net (loss) income per share attributable to common shareholders – basic	$	(0.03	)	$	(0.00	)	$	0.13		$	0.24
Net (loss) income per share attributable to common shareholders – diluted	$	(0.03	)	$	(0.00	)	$	0.13		$	0.24
Weighted average shares outstanding:
Basic		115,771			116,638			116,139			118,782
Diluted		115,771			116,638			116,949			119,605

	Consolidated Balance Sheets
	December 31, 2024			December 31, 2023
	(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	261,758		$	218,120
Restricted cash		30,650			23,301
Short-term investments		5,330			3,892
Trade receivables, net		95,832			134,735
Inventory		231,225			250,593
Other current assets		97,413			118,472
Total current assets		722,208			749,113
Non-current assets:
Property and equipment, net		747,548			742,610
Right-of-use assets under operating leases		1,386,244			1,384,693
Right-of-use assets under financing leases, net		157,999			162,668
Goodwill		299,973			292,173
Intangible assets, net		182,355			214,552
Equity investment		3,009			2,885
Deferred tax asset		67,689			52,293
Other non-current assets		53,633			49,377
Total assets	$	3,620,658		$	3,650,364
Liabilities
Current liabilities:
Long-term debt, current portion	$	12,944		$	16,792
Accounts payable		190,212			213,657
Other current liabilities		159,239			179,536
Operating leases, current portion		71,580			67,053
Financing leases, current portion		11,515			9,186
Total current liabilities		445,490			486,224
Non-current liabilities:
Long-term debt, net		868,055			828,647
Asset retirement obligation		87,375			84,710
Operating leases		1,408,293			1,395,032
Financing leases		211,051			213,032
Other non-current liabilities		223,528			266,602
Total liabilities		3,243,792			3,274,247

Series A redeemable preferred stock		100,000			100,000

Shareholders’ equity:
Common stock		12			12
Treasury stock		(106,123	)		(74,134	)
Additional paid-in capital		276,681			245,007
Accumulated other comprehensive income		9,119			9,119
Retained earnings		97,177			96,097
Total shareholders’ equity		276,866			276,101
Non-controlling interest		—			16
Total equity		276,866			276,117
Total liabilities, redeemable preferred stock and equity	$	3,620,658		$	3,650,364

	Consolidated Statements of Cash Flows
	For the Three Months Ended December 31,						For the Year Ended December 31,
	2024			2023			2024			2023
	(in thousands)
Cash flows from operating activities:
Net (loss) income	$	(2,298	)	$	1,126		$	20,845		$	34,566
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		33,989			32,648			132,414			127,597
Deferred income taxes		(9,136	)		(652	)		(12,796	)		(4,680	)
Loss on disposal of assets and impairment charges		1,661			660			6,798			6,203
Foreign currency (gain) loss		(6	)		(101	)		35			29
Gain from issuance of shares as payment of deferred consideration related to business acquisition		—			—			(2,681	)		—
Gain from settlement related to business acquisition		—			—			(6,356	)		—
Amortization of deferred financing costs and debt discount		669			661			2,669			2,518
Amortization of deferred income		(4,351	)		(1,840	)		(14,477	)		(8,142	)
Accretion of asset retirement obligation		661			709			2,532			2,399
Non-cash rent		3,530			3,750			14,335			14,168
Charges to allowance for credit losses		112			244			845			1,265
(Income) loss from equity investment		(45	)		(38	)		(124	)		39
Share-based compensation		4,077			1,777			12,339			15,015
Fair value adjustment of financial assets and liabilities		(222	)		842			(10,985	)		(10,785	)
Other operating activities, net		(627	)		352			125			2,631
Changes in assets and liabilities:
Decrease (increase) in trade receivables		21,946			44,550			38,058			(17,937	)
Decrease (increase) in inventory		5,262			15,373			22,689			(2,013	)
(Increase) decrease in other assets		(16	)		(957	)		13,893			(29,386	)
Decrease in accounts payable		(18,032	)		(35,836	)		(24,169	)		(6,169	)
(Decrease) increase in other current liabilities		(20,664	)		(8,002	)		(2,820	)		990
Decrease in asset retirement obligation		(634	)		(69	)		(917	)		(23	)
Increase in non-current liabilities		6,852			2,090			29,606			7,809
Net cash provided by operating activities		22,728			57,287			221,858			136,094
Cash flows from investing activities:
Purchase of property and equipment		(36,133	)		(35,561	)		(113,914	)		(111,164	)
Purchase of intangible assets		—			—			—			(45	)
Proceeds from sale of property and equipment		2,196			3,134			53,549			310,240
Business and asset acquisitions, net of cash		—			33			(54,549	)		(494,871	)
Prepayment for acquisitions		—			(1,000	)		—			(1,000	)
Loans to equity investment, net		14			18			56			18
Net cash used in investing activities		(33,923	)		(33,376	)		(114,858	)		(296,822	)
Cash flows from financing activities:
Receipt of long-term debt, net		—			20,810			47,556			99,643
Repayment of debt		(5,794	)		(5,640	)		(26,357	)		(22,157	)
Principal payments on financing leases		(1,360	)		(1,260	)		(4,940	)		(5,497	)
Early settlement of deferred consideration related to business acquisition		—			—			(17,155	)		—
Proceeds from sale-leaseback		—			—			—			80,397
Payment of Additional Consideration		(3,354	)		(3,505	)		(3,354	)		(3,505	)
Payment of Ares Put Option		—			—			—			(9,808	)
Common stock repurchased		—			(8,495	)		(31,989	)		(33,694	)
Dividends paid on common stock		(3,473	)		(3,497	)		(14,015	)		(14,272	)
Dividends paid on redeemable preferred stock		(1,445	)		(1,449	)		(5,750	)		(5,750	)
Net cash (used in) provided by financing activities		(15,426	)		(3,036	)		(56,004	)		85,357
Net (decrease) increase in cash and cash equivalents and restricted cash		(26,621	)		20,875			50,996			(75,371	)
Effect of exchange rate on cash and cash equivalents and restricted cash		18			106			(9	)		23
Cash and cash equivalents and restricted cash, beginning of period		319,011			220,440			241,421			316,769
Cash and cash equivalents and restricted cash, end of period	$	292,408		$	241,421		$	292,408		$	241,421

Supplemental Disclosure of Non-GAAP Financial Information

	Reconciliation of EBITDA and Adjusted EBITDA
	For the Three Months Ended December 31,						For the Year Ended December 31,
	2024			2023			2024			2023
	(in thousands)
Net (loss) income	$	(2,298	)	$	1,126		$	20,845		$	34,566
Interest and other financing expenses, net		19,713			22,902			67,161			71,243
Income tax (benefit) expense		(2,995	)		1,317			6,144			12,166
Depreciation and amortization		33,989			32,648			132,414			127,597
EBITDA		48,409			57,993			226,564			245,572
Acquisition and divestiture costs (a)		1,249			1,099			5,168			9,079
Loss on disposal of assets and impairment charges (b)		1,661			660			6,798			6,203
Share-based compensation expense (c)		4,077			1,777			12,339			15,015
(Income) loss from equity investment (d)		(45	)		(38	)		(124	)		39
Fuel and franchise taxes received in arrears (e)		—			—			(1,427	)		—
Adjustment to contingent consideration (f)		978			68			(20	)		(604	)
Other (g)		519			230			(438	)		956
Adjusted EBITDA	$	56,848		$	61,789		$	248,860		$	276,260

Additional information
Non-cash rent expense (h)		3,530			3,750			14,335			14,168

(a) Eliminates costs incurred that are directly attributable to business acquisitions and divestitures (including conversion of retail stores to dealer sites) and salaries of employees whose primary job function is to execute the Company’s acquisition and divestiture strategy and facilitate integration of acquired operations.

(b) Eliminates the non-cash loss from the sale or disposal of property and equipment, the loss recognized upon the sale of related leased assets, and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites.

(c) Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate employees, certain non-employees and members of the Board.

(d) Eliminates the Company’s share of (income) loss attributable to its unconsolidated equity investment.

(e) Eliminates the receipt of historical fuel and franchise tax amounts for multiple prior periods.

(f) Eliminates fair value adjustments to the contingent consideration owed to the seller for the 2020 Empire acquisition.

(g) Eliminates other unusual or non-recurring items that the Company does not consider to be meaningful in assessing operating performance.

(h) Non-cash rent expense reflects the extent to which GAAP rent expense recognized exceeded (or was less than) cash rent payments. GAAP rent expense varies depending on the terms of the Company’s lease portfolio. For newer leases, rent expense recognized typically exceeds cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than cash rent payments.

Supplemental Disclosures of Segment Information

Retail Segment

	For the Three Months Ended December 31,				For the Year Ended December 31,
	2024		2023		2024		2023
	(in thousands)
Revenues:
Fuel revenue	$	779,352	$	913,534	$	3,509,935	$	3,858,777
Merchandise revenue		408,826		446,727		1,767,345		1,838,001
Other revenues, net		15,768		17,104		65,264		74,406
Total revenues		1,203,946		1,377,365		5,342,544		5,771,184
Operating expenses:
Fuel costs ¹		679,140		804,198		3,081,719		3,423,455
Merchandise costs		273,953		299,954		1,187,776		1,252,879
Site operating expenses		187,981		200,952		790,645		779,448
Total operating expenses		1,141,074		1,305,104		5,060,140		5,455,782
Operating income	$	62,872	$	72,261	$	282,404	$	315,402

¹Excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

The table below shows financial information and certain key metrics of the SpeedyQ acquisition in the Retail Segment for which there is no comparable information for any of the prior periods.

	For the Three Months Ended December 31, 2024			For the Year Ended December 31, 2024
	SpeedyQ ¹
	(in thousands)
Date of Acquisition:	April 9, 2024
Revenues:
Fuel revenue	$	11,359		$	38,937
Merchandise revenue		6,469			20,719
Other revenues, net		311			809
Total revenues		18,139			60,465
Operating expenses:
Fuel costs ²		9,580			33,455
Merchandise costs		4,473			14,709
Site operating expenses		3,373			9,760
Total operating expenses		17,426			57,924
Operating income	$	713		$	2,541
Fuel gallons sold		3,768			11,865
Fuel contribution ³	$	1,779		$	5,482
Merchandise contribution ⁴	$	1,996		$	6,010
Merchandise margin ⁵		30.9	%		29.0	%

¹Acquisition of seven Speedy’s retail stores.
²Excludes the estimated fixed margin paid to GPMP for the cost of fuel.
³Calculated as fuel revenue less fuel costs.
⁴Calculated as merchandise revenue less merchandise costs.
⁵Calculated as merchandise contribution divided by merchandise revenue.

Wholesale Segment

	For the Three Months Ended December 31,				For the Year Ended December 31,
	2024		2023		2024		2023
	(in thousands)
Revenues:
Fuel revenue	$	652,016	$	700,026	$	2,799,869	$	3,039,904
Other revenues, net		8,681		6,909		29,140		25,775
Total revenues		660,697		706,935		2,829,009		3,065,679
Operating expenses:
Fuel costs ¹		629,742		678,426		2,709,519		2,946,996
Site operating expenses		10,997		10,400		39,679		39,703
Total operating expenses		640,739		688,826		2,749,198		2,986,699
Operating income	$	19,958	$	18,109	$	79,811	$	78,980

¹Excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

Fleet Fueling Segment

	For the Three Months Ended December 31,				For the Year Ended December 31,
	2024		2023		2024		2023
	(in thousands)
Revenues:
Fuel revenue	$	117,196	$	136,801	$	515,462	$	530,937
Other revenues, net		2,131		2,616		9,135		7,818
Total revenues		119,327		139,417		524,597		538,755
Operating expenses:
Fuel costs ¹		100,864		123,410		451,173		475,037
Site operating expenses		6,056		6,259		24,917		22,298
Total operating expenses		106,920		129,669		476,090		497,335
Operating income	$	12,407	$	9,748	$	48,507	$	41,420

¹Excludes the estimated fixed fee paid to GPMP for the cost of fuel.

The MIL Network –

February 27, 2025

MIL-OSI: Nasdaq Announces Mid-Month Open Short Interest Positions in Nasdaq Stocks as of Settlement Date February 14, 2025

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Feb. 26, 2025 (GLOBE NEWSWIRE) — At the end of the settlement date of February 14, 2025, short interest in 3,121 Nasdaq Global Market^SM securities totaled 12,649,030,702 shares compared with 12,170,722,591 shares in 3,109 Global Market issues reported for the prior settlement date of January 31, 2025. The mid-February short interest represents 2.64 days compared with 2.69 days for the prior reporting period.

Short interest in 1,629 securities on The Nasdaq Capital Market^SM totaled 2,531,037,044 shares at the end of the settlement date of February 14, 2025, compared with 2,410,655,463 shares in 1,621 securities for the previous reporting period. This represents a 1.00 day average daily volume; the previous reporting period’s figure was 1.00.

In summary, short interest in all 4,750 Nasdaq® securities totaled 15,180,067,746 shares at the February 14, 2025 settlement date, compared with 4,730 issues and 14,581,378,054 shares at the end of the previous reporting period. This is 1.89 days average daily volume, compared with an average of 1.88 days for the prior reporting period.

The open short interest positions reported for each Nasdaq security reflect the total number of shares sold short by all broker/dealers regardless of their exchange affiliations. A short sale is generally understood to mean the sale of a security that the seller does not own or any sale that is consummated by the delivery of a security borrowed by or for the account of the seller.

For more information on Nasdaq Short interest positions, including publication dates, visit http://www.nasdaq.com/quotes/short-interest.aspx or http://www.nasdaqtrader.com/asp/short_interest.asp.

About Nasdaq:
Nasdaq (Nasdaq: NDAQ) is a leading global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions, and career opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.

Media Contact:
Camille Stafford
camille.stafford@nasdaq.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/3329bc77-fd0d-4905-ad89-d74de596b45b

NDAQO

The MIL Network –

February 27, 2025
MIL-OSI: Triumph Financial to Acquire Greenscreens.ai

Source: GlobeNewswire (MIL-OSI)

DALLAS, Feb. 26, 2025 (GLOBE NEWSWIRE) — Triumph Financial, Inc. (Nasdaq: TFIN), a financial and technology company specializing in payments, factoring, banking and intelligence solutions for the transportation industry, has agreed to acquire Greenscreens.ai.

Greenscreens.ai is a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights. Using machine learning, their solutions help customers make data-informed pricing and purchasing decisions.

“The acquisition of Greenscreens.ai marks another significant step in our strategy to transform data into actionable intelligence for the freight industry,” said Aaron P. Graft, founder, vice chairman and chief executive officer of Triumph Financial. “With our recent acquisition of Isometric Technologies, we laid the groundwork for performance-based intelligence. The acquisition of Greenscreens.ai will expand our capabilities into pricing intelligence.”

Dawn Salvucci-Favier, chief executive officer of Greenscreens.ai, added, “Joining Triumph is an exciting opportunity for Greenscreens.ai. Since day one, our mission has been to provide the industry’s leading neutral platform for pricing and revenue optimization. As a part of Triumph, we can broaden our impact and accelerate innovation in freight pricing.”

“This acquisition strengthens Triumph’s ability to deliver validated, high-quality data that enhances decision-making and drives efficiency,” Graft said. “As we expand our Intelligence segment, we remain committed to giving customers in our network access to actionable insights into the freight industry so they can transact confidently.”

Under the terms of the agreement, Triumph will acquire Greenscreens.ai for $140 million in cash and $20 million in TFIN stock. The acquisition is subject to customary closing conditions, including the receipt of regulatory approvals, and is expected to close during the second quarter of 2025. J.P. Morgan is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal counsel to Triumph Financial in connection with the transaction. DLA Piper is acting as legal counsel to Greenscreens.ai in connection with the transaction.

About Triumph
Triumph Financial, Inc. (Nasdaq: TFIN) is a financial holding company focused on payments, factoring, banking and intelligence. Headquartered in Dallas, Texas, its diversified portfolio of brands includes TriumphPay, Triumph, TBK Bank and LoadPay.

About Greenscreens.ai
Greenscreens.ai is transforming how the freight industry buys and sells freight through a collaborative and dynamic approach driven by clean data and innovative technology. Leveraging sophisticated machine learning algorithms, Greenscreens.ai provides market intelligence via an intuitive and integrated platform, empowering users to quickly adjust their freight strategies based on powerful real-time data insights. With two distinct products—one serving shippers and one serving brokers—customers buy and sell with confidence, unveil markets, and build resilience.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements are predictions and that actual events or results may differ materially. Triumph Financial’s expected financial results or other plans are subject to a number of risks and uncertainties. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: the ability of Triumph Financial to consummate the pending acquisition of Greenscreens.ai, including the possibility that the expected benefits related to the pending acquisition may not materialize as expected; the pending acquisition of Greenscreens.ai may not be timely completed, if completed at all; prior to the completion of the pending acquisition of Greenscreens.ai, Greenscreens.ai’s business could experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; Triumph Financial may be unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies with Greenscreens.ai within Triumph Financial management’s expected timeframes or at all; the ability to satisfy the closing conditions to the Greenscreens.ai transaction in a timely basis or at all; the ability of Triumph Financial or Greenscreens.ai to retain and hire key personnel; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of TBK Bank and Greenscreens.ai to terminate the merger agreement; and the outcome of any legal proceedings that may be instituted against Triumph Financial, Greenscreens.ai or their respective directors, officers or employees. For a discussion of risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 11, 2025. Forward-looking statements speak only as of the date made and Triumph Financial undertakes no duty to update the information.

Source: Triumph Financial, Inc.

The MIL Network –

February 27, 2025
MIL-OSI USA: Fischer Reintroduces Legislation to Protect Rural Seniors’ Access to Care

US Senate News:

Source: United States Senator for Nebraska Deb Fischer
Today, U.S. Senators Deb Fischer (R-Neb.) and James Lankford (R-Okla.), reintroduced the Protecting Rural Seniors’ Access to Care Act. The legislation would reverse a Biden-era nursing home staffing rule that will harm facilities across rural America and could force many to close.
The legislation would also establish an advisory panel on nursing home staffing that includes voices from both urban and rural communities. The panel would submit a report to Congress that analyzes workforce shortages and makes practical recommendations to strengthen the workforce.
U.S. Representative Michelle Fischbach (MN-07) introduced identical companion legislation in the House.
“Nursing homes across the country face historic staffing shortages, and nowhere are those challenges more real than in rural states like Nebraska. This mandate from the Biden administration is on track to force many facilities to shut their doors, depriving America’s seniors of care. My legislation will reverse this staffing rule and create solutions that will protect rural facilities,” said Senator Fischer.
“Oklahoma seniors, especially in rural communities, deserve quality, safe health care. CMS has proposed a one-size-fits-all staffing mandate that has significantly threatened the ability for patients to receive post-acute care in rural communities. My colleagues and I are taking all available steps to stop the overreaching staffing mandate from CMS—they are not in our communities and clearly do not adequately understand the problems families and seniors are facing when finding care in rural America,” said Senator Lankford.“The Biden Administration’s HHS nursing staff mandate was a half-baked, one-size-fits-none plan that will not solve the nursing staff shortage and will hurt nursing home facilities all across Minnesota’s Seventh District,” said Congresswoman Fischbach. “A report commissioned by CMS itself found that there is no single staffing level that guarantees quality care, and a mandated ratio will force facilities to turn away patients or close their doors altogether across communities like those in greater Minnesota. I am proud to lead the efforts of Congress to keep a potentially disastrous policy from being implemented and I look forward to working with The Trump Administration and stakeholders on policies that support nursing staff recruitment and retention to solve the ongoing workforce shortage in this country.”
Nebraska Stakeholder Support:
“Every Nebraskan should be concerned about this federal mandate because it directly impacts the viability of their local nursing home,” said Nebraska Health Care Association President and CEO Jalene Carpenter. “Eighty-eight percent of Nebraska’s nursing homes won’t be able to meet the new rule’s 24/7 RN requirement, and 90 percent won’t be able to meet every one of the rule’s requirements. Senator Fischer’s Protecting Rural Seniors’ Access to Care Act would prohibit the U.S. Department of Health and Human Services from finalizing a rule that will force even more facilities to close, especially in our rural communities. The workforce to implement this rule doesn’t exist, making Senator Fischer’s bill the most viable solution. We are grateful for Senator Fischer’s leadership and understanding that the mandate isn’t a path to quality; it’s a path to closure.”
“The CMS nurse staffing mandate fails to account for the stark realities of rural Nebraska. It is a one-size-fits-all regulation that will stretch already thin resources to a breaking point, forcing closures and leaving our most vulnerable patients without access to critical care. The Nebraska Hospital Association is grateful for Senator Fischer’s leadership on this issue,” said Nebraska Hospital Association President Jeremy Nordquist.
National Stakeholder Support:
“Seventy percent of the residents we serve live in rural towns. These are communities of 500 to 5,000 people, where our residents are retired teachers, farmers, pastors, business owners and veterans. Only five percent of our locations meet the requirement to have an RN on-site 24 hours a day. It’s impossible to imagine how a skilled nursing facility in a town of 1,500 people will be able to find 24-7 coverage for an RN when they already have open RN positions they can’t fill today. This unrealistic and unfunded staffing mandate will not improve quality. Instead, it will force rural nursing homes to close their doors when they can’t meet the minimum staffing requirements – taking seniors away from their loved ones, and the lives they know. We appreciate Senator Fischer’s leadership on this issue and look forward to continuing to work on meaningful common-sense solutions to attract, retain and grow the long-term care workforce and protect access to high-quality care for our nation’s seniors, particularly those living in rural areas,” said Good Samaritan President and CEO Nate Schema.
“We thank Senators Fischer and Lankford for their leadership in safeguarding seniors’ access to care by reintroducing this bill. The Biden Administration’s staffing mandate threatens to displace tens of thousands of nursing home residents in communities across the country. The concerns in Congress we’ve seen on both sides of the aisle reaffirm what the profession has been saying for years: these unrealistic standards will only force more nursing homes to downsize or close. There is a better way to support our nation’s seniors, and we look forward to working with members of Congress on more productive solutions to grow our workforce,” said American Health Care Association/National Center for Assisted Living President and CEO Clifton J. Porter II.
“Ensuring access to quality care is a top priority for our nonprofit and mission-driven nursing home members. Quality care and staffing are tightly connected. However, the federal minimum staffing rule for nursing homes, while well-intentioned, will only exacerbate the current challenges that providers, particularly those serving rural communities, must navigate: a shortage of qualified workers and a highly competitive labor market,” said LeadingAge President and CEO Katie Smith Sloan. “The federal staffing mandate does not include any funding to help pay for staff recruitment and training. Without staff, there is no care; shortages force providers to make difficult choices, including limiting admissions, taking beds offline, or, worse yet, closing wings or even ceasing operations. Solutions to address longstanding workforce issues in aging services are needed. We commend Senators Fischer and Lankford for their leadership on the Protecting Rural Seniors’ Access to Care Act to stop implementation of this unworkable staffing rule and also create an advisory panel to tackle the ongoing workforce shortages facing aging services providers.”
Background:
On September 1, 2023, the Centers for Medicare and Medicaid Services (CMS) proposed a rule that would mandate new minimum staffing standards for long-term care (LTC) facilities. According to CMS, 75 percent of nursing homes would have to increase staffing to comply with the proposed standards. This standard will be even harder to meet in rural areas, which already face historic staffing shortages.
While CMS estimates that the cost for this rule is $4 billion, LeadingAge, the association for nonprofit providers of aging services, believes that the CMS proposed budget is significantly underestimating real costs. LeadingAge estimates that the rule’s staffing requirements will cost providers nearly $7 billion in the first year alone.
According to the Nebraska Center for Nursing, 73 of Nebraska’s 93 counties have less than the national average ratio of registered nurses (RNs) to patients. Nine counties in Nebraska do not have any practicing RNs available. Furthermore, 66 of Nebraska’s counties have been deemed medically underserved. Nebraska nursing facilities are already being staffed by temporary workers, and many positions are being filled by LPNs. LPNs do not contribute to the number of staff required by the proposed rule.
On September 15, 2023, Senator Fischer and the Nebraska congressional delegation sent a letter to CMS Administrator Chiquita Brooks-LaSure opposing the staffing rule.
On December 5, 2023, Senator Fischer first introduced the Protecting Rural Seniors’ Access to Care Act to stop the rule from being finalized. Despite bipartisan opposition, the CMS staffing rule was finalized in April 2024.
On May 31, 2024, Senators Fischer and Lankford led a bipartisan group of 29 colleagues in introducing a Congressional Review Act (CRA) resolution to keep nursing homes open.
Read the full text of the bill here.

MIL OSI USA News –

February 27, 2025
MIL-OSI USA: Senators Collins, Gillibrand Introduce Bipartisan Bill to Increase Transparency of Milk Pricing

US Senate News:

Source: United States Senator for Maine Susan Collins
Washington, D.C. – U.S. Senators Susan Collins and Kirsten Gillibrand (D-NY) introduced the Fair Milk Pricing for Farmers Act. This bipartisan legislation would require manufacturers to report dairy processing costs every 2 years, which would help dairy farmers make sure that their prices accurately reflect the costs of production.
“Maine’s dairy farmers work hard to produce high-quality milk, but they often don’t have clear information on how processing costs affect the prices they receive for their product,” said Senator Collins. “This bipartisan bill would increase transparency across the dairy industry by requiring processors to report the costs of turning raw milk into products like cheese, butter, and yogurt, giving farmers the information they need to advocate for fairer pricing.”
“New York dairy farmers deserve to be paid a fair price for their milk, and they need a milk pricing system that they can count on,” said Senator Gillibrand. “Requiring manufacturers to report dairy processing costs on a biennial basis will give dairy producers, processors, and cooperatives the data they need to ensure that their prices accurately reflect the costs of production. After successfully championing dairy pricing reforms in the last Congress, I look forward to supporting New York’s dairy industry by passing this vital bipartisan bill.”
The Fair Milk Pricing for Farmers Act is endorsed by the International Dairy Foods Association, the National Milk Producers Federation, and Northeast Dairy Farmers Cooperatives.
“Timely authorization for regularly updated cost of processing surveys will provide dairy processors and producers the transparent data to ensure that the Federal Milk Marketing Orders accurately reflect ‘make allowances’ for manufacturing dairy products,” said Michael Dykes, D.V.M., President and CEO of the International Dairy Foods Association. “This is critical to ensuring more accurate milk pricing, supporting continued investment in dairy, fostering innovation to meet consumer preferences, and driving overall demand for milk. IDFA is grateful to Senators Gillibrand and Collins for their leadership to advance this issue on behalf of the entire dairy industry.”
“We thank Senators Kirsten Gillibrand, D-NY, and Susan Collins, R-ME, for once again writing bipartisan legislation to require USDA to conduct mandatory dairy manufacturing cost surveys every two years,” said the National Milk Producers Federation. “Regular studies on the costs of processing raw milk into manufactured dairy products would make future dairy pricing conversations more accurate and based on better information, allowing future adjustments to reflect market conditions. We look forward to working with the bill’s sponsors to enact it into law this year, as soon as possible.”
“The Northeast Dairy Farmers Cooperatives (NDFC), representing dairy farmer families in New York and New England, supports the Fair Milk Pricing for Farmers Act,” said Northeast Dairy Farmers Cooperatives. “We commend Sens. Gillibrand (D-NY) and Collins (R-ME) for their prodigious leadership in introducing this legislation, which will empower the USDA to conduct mandatory, auditable surveys every two years. This will ensure accurate cost data to stabilize dairy programs and support systems.”
Senator Collins has long been a champion for fair market practices in the dairy industry. Senator Collins is an original cosponsor of the DAIRY PRIDE Act, bipartisan legislation that would combat the unfair practice of mislabeling non-dairy products using dairy names by requiring non-dairy products made from nuts, seeds, plants, and algae to no longer be mislabeled with dairy terms such as milk, yogurt, or cheese.
Additionally, Last September, Senator Collins, along with Senators Tammy Baldwin (D-WI), James Risch (R-ID), and Peter Welch (D-VT), sent a letter to the U.S. Department of Health and Human Services and U.S. Department of Agriculture urging the Departments to carefully consider any changes to the upcoming Dietary Guidelines for Americans that could add plant-based imitation products into the dairy category, despite their nutritional differences.

MIL OSI USA News –

February 27, 2025
MIL-OSI USA: Senator Collins’ Statement on Firings at Togus VA Medical Center

US Senate News:

Source: United States Senator for Maine Susan Collins
Published: February 26, 2025

Washington, D.C. – U.S. Senator Susan Collins issued the following statement on the Department of Veterans Affairs’ (VA) firing of employees at Togus VA Medical Center in Augusta:
“Maine has one of the highest numbers of veterans per capita of any state in the country, and I have always been a staunch advocate for funding for Maine’s only VA hospital, Togus. Our local VA understands the staffing they require to meet the needs of Maine veterans better than Washington. They deserve to be included in personnel decisions at their facility. It is my understanding that, on this occasion, they were not consulted.
“I have been in touch with the Trump Administration for more information on this matter. The Trump Administration has the right to examine ways to streamline service at the VA and ensure veterans are getting top-of-the-line health care, but it needs to be taking a careful look at the agency’s needs, not making sweeping, indiscriminate cuts—especially when we are dealing with something as critical as caring for our nation’s veterans.”

MIL OSI USA News –

February 27, 2025

MIL-OSI Australia: Why Productivity Matters

Source: Reserve Bank of Australia

Introduction

Thank you for the opportunity to speak here today at the Australian Business Economists’ Annual Forecasting Conference. There has been lots of discussion about productivity in recent years. In some economies this discussion has been about subdued growth in overall productivity, including in Australia since just before the pandemic. There has also been discussion about the outlook for productivity. For example, the extent to which artificial intelligence, quantum computing and other technologies will support future productivity growth. These are important issues that I expect will come up in discussions today.

In my remarks I’m going to focus on a different question: why does productivity matter? At the central bank we’re not experts in how to improve productivity. But trends in productivity are very important for the macroeconomy. In the context of the Australian economy, I will discuss how stronger productivity growth can support growth in aggregate supply, incomes and aggregate demand. I will then spend some time discussing recent productivity outcomes in Australia and how we’ve been thinking about those in our assessment of economic conditions.

But first, what is productivity? When we talk about productivity, we’re talking about how much output we get relative to what we put in. At an individual level, I increase my own productivity by making a shopping list before I buy groceries, so I don’t forget anything and avoid multiple trips to the supermarket. At the firm level, productivity might be improved by implementing customer relationship management software to streamline communication with clients and automate routine tasks. At the economy-wide level – which is what matters for the central bank and our dual mandate of full employment and low and stable inflation – productivity reflects a multitude of decisions like these. Ultimately it’s about how efficiently capital and labour are employed across the economy to produce goods and services.

How do we measure productivity? Economists typically focus on two measures: labour productivity, which measures how much output is produced for every hour worked; and multifactor productivity (MFP), which reflects how efficiently all inputs to production – such as labour, capital, energy and raw materials – are combined to produce output.

In a simple production function framework where a firm produces output using two inputs – labour and capital – labour productivity depends on two things. The first is how much capital each person has to work with. Providing workers with more or better capital – like machines or faster computers – can increase the amount of output each worker produces. This is referred to as ‘capital deepening’. The second is MFP. Improving MFP involves finding new ways to combine labour and capital to produce more output. For example, by reorganising a production line or using GPS technology to precisely guide machinery for planting, fertilising and harvesting. In this respect, labour productivity is not just about labour efficiency; it depends on firms’ decisions about how much capital to employ and how efficiently labour and capital work together to produce output.

In thinking about the relationship between productivity and aggregate supply, incomes and demand, I will focus mainly on labour productivity. This is because labour productivity most closely aligns with measures of economic living standards. It’s also easier to measure than MFP.

As you might sense, productivity is not about working harder, but working smarter. Many of the biggest productivity improvements have come from things that have made our lives easier, like computers, robots, the internet and smartphones – though personally I’m still questioning whether smartphones are productivity enhancing or a productivity sapping distraction.

Economists talk about productivity a lot. So I’ll now turn to the question of why productivity matters.

Productivity and supply

If productivity increases, the economy can produce more goods and services from all the available economic inputs. As such, productivity is a key driver of growth in the supply capacity of the economy, or potential output.

Productivity in Australia has been volatile in recent years but, looking through the volatility, is around the same level as in the few years before the pandemic. Productivity growth has also been consistently below the RBA’s projections for some time now (Graph 1). This has generated internal discussions about what trend labour productivity growth might look like in the period ahead, and what that means for estimates of potential output growth over the forecast period. The current assumption is that annual labour productivity growth will pick up to around one per cent in the medium term, which is close to its longer run average. This could be consistent with, for example, the rapid adoption of technology across many industries leading to higher productivity outcomes. However, the projected pick-up in productivity growth has not materialised in recent years and staff are currently assessing whether weak productivity outcomes are likely to persist.

Weak productivity growth in recent years has contributed to slower growth in the supply capacity, or potential output, of the economy than otherwise. Graph 2 shows one of our estimates of potential output, which is based on actual productivity outcomes observed in the data. The graph also shows a counterfactual path where productivity growth in recent years was higher, at its average rate in the two decades prior to the pandemic. This suggests that the size of the economy is a lot smaller than it would have been, had productivity growth been more like in the past (all else equal).

It’s important to keep in mind that, in this counterfactual world where supply capacity was much higher, incomes and demand would also have been higher too. Let me turn to that now.

Productivity, incomes and wages

While productivity growth contributes to growth in the supply capacity of the economy, it also contributes to growth in incomes and demand.

At times, labour productivity (output per hour worked) and real income per hour track one another closely (Graph 3). Looking through the volatility, both are currently around similar levels as in the period prior to the pandemic.

Other factors besides productivity can affect growth in incomes per hour. For example, higher prices for Australian exports can generate higher incomes domestically. So the terms of trade – the prices we receive for our exports relative to the prices we pay for our imports – can also be an important driver of incomes in the domestic economy. We can see this in the decade from the early 2000s: despite the slowing in productivity growth, real incomes per hour continued to increase, partly owing to substantial increases in the prices received for Australian exports like iron ore and coal. The surge in demand for our exports, particularly from China, supported profits in the mining industry and related parts of the Australian economy, as well as demand for labour and wages growth.

Over the longer run, labour productivity and real wages – as measured by average earnings from the national accounts – also tend to move together (Graph 4). Over the inflation targeting period, labour productivity has grown at an average annual rate of 1.1 per cent and real labour earnings have grown at 0.9 per cent. So, higher productivity not only benefits firms, it also benefits workers by increasing their purchasing power. The Productivity Commission has previously pointed to the productivity of bakers as a reason we can consume more bread or spend that extra money elsewhere – in 1901 it took 18 minutes of the average worker’s time to afford a loaf of bread, while today it’s just 4 minutes. There must be a joke in there somewhere about how we spend our dough.

In the short run, however, growth in real wages and labour productivity can and do diverge as the economy adjusts to economic shocks. For example, and as noted previously, increases in the prices received for Australian exports can have an impact on domestic profits and wages (and without an increase in labour productivity). Ultimately, however, it is very hard for an economy to support real wages growth in the longer run without productivity growth.

Productivity and consumption

Productivity growth also tends to support consumption growth. When productivity and incomes are growing more strongly, people are able to spend more and consumption grows more quickly. Weak growth in consumption per capita over recent years has coincided with weak growth in productivity, real incomes and real wages (Graph 5).

Similar patterns have been evident in other economies, where subdued productivity growth has been associated with slower growth in household incomes and consumption (Graph 6). The exception is the United States, where growth in both productivity and consumption has been relatively strong.

Recent trends in productivity

So far I’ve focused on the importance of productivity growth for aggregate supply, incomes and demand over the longer run. I’ll now turn to recent trends in productivity growth in Australia and some potential implications for the near-term economic outlook.

Discerning recent trends in productivity is difficult because of volatility in the data associated with the pandemic and other supply disruptions. Looking through the volatility, labour productivity growth has been low, averaging 0.2 per cent per year between 2017/18 and 2023/24 (Graph 7).

Reverting to the simple production function framework that I noted earlier, the slow growth in labour productivity over recent years has reflected slow growth in both MFP and the amount of capital available to each worker.

MFP growth averaged 0.2 per cent per year between 2017/18 and 2023/24, which was well below its historical average. Some have argued that slower MFP growth could reflect temporary factors. For example, tight labour market conditions over recent years have been associated with large numbers of individuals entering the workforce or changing jobs; this may have weighed on productivity as some individuals were trained or retrained and some firms adapted production processes to accommodate strong employment growth. If this was the case, MFP growth could pick up as the economy adjusts. However, work by some RBA staff finds that temporary factors like these have not been the primary cause of slow MFP growth, suggesting that structural factors could be weighing on productivity growth.

Slow growth in the amount of capital available for each worker in the Australian economy – or a lack of ‘capital deepening’ – has also contributed to slow growth in labour productivity (Graph 8). Capital per worker was broadly unchanged for around five years leading up to the pandemic and – looking through the volatility in the data during the pandemic – is currently a bit below those levels. In other words, overall investment has not kept pace with the strong growth in employment recently.

To help understand the recent slow growth in productivity, I’ll look at productivity outcomes in various parts of the economy.

I’ll start with the non-market sector – which includes the health care, education and public administration industries – where employment growth has been very strong over recent years. The level of measured productivity in some parts of the non-market sector is low relative to the aggregate economy. So, as the non-market sector has become a larger share of the economy in recent years, this has weighed on overall productivity growth in the economy. Our estimates suggest that the rising share of non-market employment lowered the economy-wide measure of labour productivity growth by around 0.3 percentage points per year on average from 2017/18 to 2023/24, as shown by the yellow bars in Graph 9. This compares with around 0.15 percentage points per year over the previous decade, and so the recent effects have been a bit larger than in the past.

But there is more to the story about productivity and the non-market sector. I have emphasised measured productivity because it is very difficult to measure output – and therefore productivity – in parts of the non-market sector. The central measurement problem is a lack of meaningful prices for some non-market output, such as public hospital services provided to public patients. This makes it very difficult to accurately identify quantities of output, which are needed to measure productivity. For example, research by the Productivity Commission suggests that productivity in the health care industry is higher than official estimates. As such, the drag on productivity from the non-market sector may be overstated.

Noting the challenges of measuring productivity in the non-market sector, what’s been going on in the rest of the economy? Labour productivity growth in the market sector averaged around 0.6 per cent per year from 2017/18 to 2023/24 – below its average of 1.6 per cent over the previous two decades – though it picked up in 2023/24.

Table 1: Growth in Labour Productivity

Average annual growth rates (per cent)^(a)
Sector	1998/99 to 2017/18	2017/18 to 2023/24
All industries	1.3	0.2
Non-farm	1.1	0.1
Market sector	1.6	0.6
Market sector ex mining	1.4	1.0
(a) Average growth rates calculated between financial years. Sources: ABS; RBA.

While the level of productivity in the mining industry in Australia is higher than in other industries, productivity growth in that industry has declined over recent years. Excluding mining, productivity growth in the market sector since 2017/18 has averaged 1 per cent per year, though this is still lower than its average over the preceding two decades and well below the rates recorded during the high productivity growth period in the 1990s.

More generally, a range of explanations have been provided for the slowing in productivity growth globally since the 1990s. A well-documented one for Australia is declining ‘economic dynamism’ – it now takes longer for inputs to production to move to higher productivity firms, and it also takes longer for firms to catch up to the global frontier of performance and technology. Evidence suggests that at least part of the decline in economic dynamism relates to declining competition in the economy. Regulatory barriers also appear to have played a role in Australia, notably in the construction industry. Other explanations include slowing human capital accumulation, declining trade integration, and mismeasurement.

What does the recent subdued growth in productivity mean for our assessment of economic conditions? While productivity growth is associated with growth in incomes and wages over the longer run, in the short run there can be material divergences between these variables. Over the past year or so, real average hourly earnings in the economy have grown faster than labour productivity. This exerts upward pressure on firms’ unit labour costs and is consistent with our assessment that labour market conditions are still tight, notwithstanding some easing in those conditions over the past couple of years.

What will happen from here? Our latest forecasts in the Statement on Monetary Policy incorporate a pick-up in productivity growth over the next couple of years, which would add to the economy’s supply capacity and help alleviate cost pressures. But there is considerable uncertainty around this projection. If productivity growth remains weak, the near-term outlook will depend critically on how the economy adjusts. If growth in demand is also weaker and wages adjust quickly to this slower growth in the supply capacity of the economy, there might not be a material impact on cost pressures. But if demand picks up as expected or wages adjust slowly to continued weak productivity outcomes, cost pressures could be higher than we expect. We will continue to monitor these developments carefully, alongside the full range of indicators we use to assess current economic conditions.

Concluding remarks

To conclude, productivity matters because it is a key driver of economic living standards. Over the longer run, higher productivity growth expands the supply capacity of the economy and supports growth in incomes, wages and aggregate demand. In the short run, however, there can be meaningful divergences in the growth rates of these important macroeconomic variables. Recent weak growth in productivity has constrained growth in aggregate supply. Whether productivity growth improves from here and how the economy adjusts are important questions for the economic outlook.

Thank you for your time today. I look forward to your questions.

MIL OSI News –

February 27, 2025

MIL-OSI Security: Southend — Southend RCMP investigating fatal collision

Source: Royal Canadian Mounted Police

On February 25, 2025 at approximately 9:25 a.m., Southend RCMP received a report of a two-vehicle collision on Highway #102, approximately seven kilometers outside of Southend, SK.

Officers responded along with local medical personnel. Investigation determined a truck and semi collided. An occupant of the truck was declared deceased at the scene. He has been identified as a 31-year-old male from Southend, SK. His family has been notified.

Two other adult male occupants in the truck were taken to a medical clinic for treatment of their injuries. Their injuries were described to police as non-life threatening.

The driver of the semi did not report injuries to police.

Southend RCMP continue to investigate with the assistance of a Saskatchewan RCMP collision reconstructionist.

MIL Security OSI –

February 27, 2025
MIL-OSI Security: High-Ranking Sinaloa Leader Extradited to El Paso, Faces up to Life in Federal Prison

Source: Office of United States Attorneys

EL PASO, Texas – A high-ranking member of the Sinaloa Cartel was extradited from Mexico to El Paso, indicted for criminal charges related to his alleged federal racketeering, narcotics, money laundering, firearms, and continuing criminal enterprise offenses.

According to court documents, Daniel Franco Lopez aka “Micha” aka “Neon” aka “Fer,” 40, of Mexico, allegedly coordinated the shipments of hundreds of kilograms of cocaine and thousands of kilograms of marijuana into the United States, along with the pickup of drug proceeds, and kidnappings and murders.

Lopez was indicted in April 2012 along with Joaquin Guzman Loera aka “Chapo,” Ismael Zambada Garcia “Mayo,” and over a dozen other codefendants. He was arrested Aug. 14, 2012, and remained in Mexican custody until his extradition. Lopez made his initial appearance in federal court Monday.

“The extradition of this defendant is a of many significant pieces in a very large cartel case that spans more than a decade,” said Acting U.S. Attorney Margaret Leachman for the Western District of Texas. “Not only are we grateful for the enduring and successful efforts our federal law enforcement partners at the DEA, FBI and ATF, but I want to emphasize our goal to put an end to these organizations is shared by this U.S. Attorney’s Office, the Justice Department and our counterparts in Mexico.”

“Daniel Franco Lopez was defendant #16 on DEA’s RICO indictment that included Joaquin ‘Chapo’ Guzman and Ismael ‘Mayo’ Zambada,” said Special Agent in Charge Towanda Thorne-James for the Drug Enforcement Administration’s El Paso Division. “This extradition demonstrates that the men and women of DEA will never tire of pursuing the most violent, drug traffickers responsible for thousands of deaths in our country. We thank our domestic and international partners for their assistance on this case.”

“The extradition is one more step towards dismantling and ending violence perpetrated by criminal drug trafficking organizations such as the Sinaloa Cartel,” said Special Agent in Charge John Morales for FBI El Paso. “The FBI and our partners will endlessly pursue and prosecute cartel members and associates who attempt to control and intimidate their communities through violence. This extradition starts the justice process to all of those who have suffered as a result of Franco Lopez’s criminal actions as a member of the Sinaloa Cartel.”

“This case reads like a Hollywood movie script. You know the film…cartels, guns, drugs, money, feds,” said Special Agent in Charge Jeffrey C Boshek II for the Bureau of Alcohol, Tobacco, Firearms and Explosives Dallas Field Division. “Fortunately for the citizens of the United States, the good guys prevailed in this one. Mr. Lopez, an alleged underground criminal mastermind, left a path of destruction in his path. The American people are safer with this bandit in handcuffs and behind bars.”

Lopez is charged with one count of RICO conspiracy; two counts related to conspiracy to possess and import over five kgs of cocaine and over 1,000 kgs of marijuana; one count of conspiracy to launder monetary instruments; one count of conspiracy to possess firearms in furtherance of drug trafficking crimes and aid and abet; and one count of engaging in a continuing criminal enterprise in furtherance of drug trafficking. If convicted, Lopez faces up to life in prison. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

The DEA, FBI, and ATF are investigating the case.

Assistant U.S. Attorneys Antonio Franco, Kyle Myers and Suzanna Martinez are prosecuting the case for the Western District of Texas. The Justice Department’s Office of International Affairs worked with law enforcement partners in Mexico to secure the arrest and extradition of Lopez.

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

###

MIL Security OSI –

February 27, 2025
MIL-OSI Security: Previously Convicted Sex Offender Sentenced to 114 Months for Distribution of Child Sexual Abuse Materials

Source: Office of United States Attorneys

WASHINGTON – Rashid Lamont McFadden, 29, of Baltimore, Maryland, was sentenced yesterday in U.S. District Court to 114 months in prison for distributing videos depicting the violent rape of prepubescent children by adults, images of young children engaged in sadistic and masochistic acts, and images of children engaging in sexual acts with animals.

The sentence was announced by U.S. Attorney Edward R. Martin, Jr., and FBI Special Agent in Charge Sean T. Ryan of the Washington Field Office Criminal and Cyber Division.

McFadden pleaded guilty on May 29, 2024, to one count of distribution of child pornography. In addition to the 141-month prison term, U.S. District Court Judge Carl J. Nichols ordered McFadden to serve 15 years of supervised release.

  According to court documents, on February 16, 2023, an undercover officer (UC) from the FBI Washington Field Office was monitoring an online messaging application where individuals met, discussed, and traded sexually explicit images and videos of children. The UC observed an individual identified as “tng6” post a video of child sexual exploitation to the group. Shortly thereafter, tng6 responded to a conversation about meeting other likeminded pedophiles and their children. At that point, the UC initiated a private chat with tng6, who was later identified as McFadden.

As the UC chatted with McFadden, McFadden continued to post child sex videos to the group. McFadden told the UC that he knew the children in the videos and had produced some of the videos himself. The UC then claimed to be the father of an 8-year-old daughter and that he would show McFadden images of the purported girl on FaceTime.

On February 17, 2023, Baltimore Police arrested McFadden on an unrelated matter. On February 21, law enforcement executed a search warrant at McFadden’s home in Baltimore and seized McFadden’s cell phone. McFadden refused to provide the passcode for the phone. Law enforcement reviewed the contents of McFadden’s cloud storage account and found several videos and images of children being sexually abused by adults.

McFadden is currently facing additional criminal charges for possession of child pornography in a separate case pending in the Circuit Court for Maryland in Baltimore County.

      This case was investigated by the FBI Washington Field Office’s Child Exploitation and Human Trafficking Task Force in cooperation with the Metropolitan Police Department’s Youth Division, and the Baltimore Police Department. The task force is composed of FBI agents, along with other federal agents and detectives from northern Virginia and the District of Columbia. The task force is charged with investigating and bringing federal charges against individuals engaged in the exploitation of children and those engaged in human trafficking.

           The matter was prosecuted by Assistant U.S. Attorneys Karen Shinskie.

           This case was brought as part of the Department of Justice’s Project Safe Childhood initiative. In February 2006, the Attorney General created Project Safe Childhood, a nationwide initiative designed to protect children from online exploitation and abuse. Led by the U.S. Attorney’s Offices, Project Safe Childhood marshals federal, state, and local resources to better locate, apprehend, and prosecute individuals who exploit children via the Internet, as well as identify and rescue victims. For more information about Project Safe Childhood, please visit www.projectsafechildhood.gov.

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MIL Security OSI –

February 27, 2025
MIL-OSI USA: Chairman Capito Leads Hearing on Surface Transportation Implementation of the Infrastructure Investment and Jobs Act

US Senate News:

Source: United States Senator for West Virginia Shelley Moore Capito
To watch Chairman Capito’s opening statement, click here.
WASHINGTON, D.C. – Today, U.S. Senator Shelley Moore Capito (R-W.Va.), Chairman of the Senate Environment and Public Works (EPW) Committee, led a hearing examining the implementation of surface transportation policies and funding included in the Infrastructure Investment and Jobs Act (IIJA).
In her opening remarks, Chairman Capito spoke about the importance of examining both successes and shortcomings of the surface transportation portion of IIJA as the EPW Committee begins to focus on the next Surface Transportation Reauthorization Bill, as current provisions expire in September 2026. Additionally, Chairman Capito highlighted the reliability of formula funding for states, and the need for further implementation of project delivery provisions.
Below is the opening statement of Chairman Shelley Moore Capito (R-W.Va.) as delivered.
“Thank you for joining us this morning to continue our oversight of the implementation of the IIJA. Today, our focus is on the Surface Transportation Reauthorization Act, one of the foundational components of the IIJA, which was developed in a bipartisan manner by this Committee.
“This hearing comes at a critical time, I think, as we approach the expiration of those provisions at the end of 2026, in September. We want to continue what is working, but discontinue what isn’t working.
“Since the law’s enactment on November 15, 2021, transportation stakeholders have been delivering on its promise but, at times, experiencing some challenges. We have some of those stakeholders with us today, I appreciate them coming, to provide us with an on-the-ground update of their efforts to deliver transportation projects in rural and urban communities.
“On the positive side, the federal highway formula programs received approximately 90 percent of the funding in the IIJA, which was something that I strongly supported. This funding has provided states with certainty, and with the flexible project eligibilities to address the transportation needs of Americans across the country.
“In my home state of West Virginia, that formula funding is upgrading and modernizing our roads and bridges, which will connect our communities to job and economic opportunities. I also championed commonsense provisions aimed at accelerating projects so that communities are not stuck waiting to realize the safety and reliability benefits that they will bring.
“As an example, the IIJA codified the One Federal Decision policy, which expedites, or should expedite, the environmental review process for certain projects by setting a two-year goal for those reviews and allowing the use of a single, coordinated process to develop an environmental document.
“I am curious to hear from our witnesses today, if these provisions are being used and whether they have been having the desired impact. Despite the many benefits, I am aware that we have some challenges with the implementation of the IIJA.
“Inflation is certainly a contributing factor. It has eaten into the overall funding increase provided by the IIJA and increased project costs. I look forward to our witnesses’ sharing the real-world impacts of this inflation on the work that they are doing.
“Another challenge is that many of the new discretionary grant programs established by the IIJA have been very slow in achieving their congressional intent. These programs require significant time and money from eligible applicants, and once a grant has been awarded, the project grant agreement was often taking more than a year to be negotiated and signed by the prior Administration, which delays the benefits of each project.
“This slow-down has contributed to a ballooning amount of unused obligation authority that must be sent back to the states as part of a process known as the August Redistribution. In 2024, that amount was $8.7 billion.
“This results in an end-of-the-fiscal-year scramble as states seek to put that amount of funding to use, often putting it towards lower-priority projects. We advanced a bipartisan fix to help with this issue last year, but the challenge remains and it’s growing.
“I’m sure we’ll learn more about our witnesses’ experiences with applying for and managing a discretionary grant award today. In addition, the implementation of the IIJA was sometimes clouded by the executive overreach of the prior Administration.
“My colleagues on this Committee have often heard me talk about the two examples of overreach. The December 16th policy memorandum that was issued, and the greenhouse gas performance measure final rule. The goal of this overreach was simply advancing the priorities of the prior Administration, even when those priorities were often specifically considered by this Committee and excluded from the IIJA.
“Ultimately, it took more than a year for the prior Administration to correct their misstep with the December 16th memo and it required litigation from 22 states, and action by the Trump administration, to finally end the unauthorized greenhouse gas performance measure final rule. With the opportunities and challenges of the IIJA implementation in mind, I look forward to receiving testimony from our panel of witnesses.
“This review of the real-world impacts of the IIJA and the feedback on what is working, and what isn’t working, will inform this Committee’s bipartisan work on the upcoming surface transportation reauthorization bill.”

MIL OSI USA News –

February 27, 2025
MIL-OSI Global: Anti-DEI guidance from Trump Administration misinterprets the law and guts educators’ free speech rights

Source: The Conversation – USA – By Paul M. Collins Jr., Professor of Legal Studies and Political Science, UMass Amherst

The Trump administration letter aims to stop teachers from discussing many topics with students. Hill Street Studios, DigitalVision/Getty Images

The Trump administration’s attacks on diversity, equity and inclusion have continued in the form of a “Dear Colleague” letter from the Department of Education to educational institutions – from preschools through colleges and universities.

This letter demands that schools abandon what the Trump administration refers to as “DEI programs” and threatens to withhold federal funding if schools don’t comply.

According to President Donald Trump, these so-called DEI programs – found in the government, corporate and educational sectors and intended to reduce discrimination and promote the equitable treatment of people – are a form of antiwhite racism that hurt national unity and violate antidiscrimination laws.

Although the letter does not have the force of law, it nonetheless signals how the Trump administration plans to aggressively take legal and financial action against educational institutions that refuse to comply, starting on Feb. 28.

As a result, the Trump administration’s threat to remove federal funding, which both public and private educational institutions rely heavily on, is likely to coerce compliance, at least to some degree.

As the letter explains, “The Department will vigorously enforce the law on equal terms as to all preschool, elementary, secondary, and postsecondary educational institutions, as well as state educational agencies, that receive financial assistance.”

Thus, these directives have the potential to fundamentally change education in America.

As professors of legal studies, we’ve taken a close look at the “Dear Colleague” letter. Here’s how the letter infringes on free speech, misunderstands the law and undermines education.

Will professors still be able to teach about America’s history of racism?
Jeff Gritchen/Digital First Media/Orange County Register via Getty Images

Restricting free speech

The First Amendment to the Constitution protects the right of the people to express viewpoints without fear of punishment by the government.

The Trump administration’s attacks on DEI are part of a broader assault on freedom of speech in which Trump targets media, businesses and everyday Americans the president disagrees with.

By directing schools, colleges and universities to stop DEI policies, the “Dear Colleague” letter clearly restricts free speech rights. That’s the case because creating and pursuing DEI policies is a type of freedom of expression. Banning DEI practices is a form of viewpoint discrimination, which is prohibited by Supreme Court precedent that covers the speech of educational institutions as well as their faculty and staff.

For instance, the letter aims to prevent educational institutions from pursuing missions and policies that promote the concepts of DEI. Such missions are common in higher education and can be found in universities from the conservative Brigham Young University to the liberal University of Vermont.

Frequently, these missions are pursued by requiring students to take courses that encourage them to learn about perspectives or cultures that are different from their own.

While the letter is not clear about which courses it would consider a problem, targeting any topics serves to suppress the free speech rights and academic freedom of faculty, including their freedom to design and teach courses.

This vagueness may be part of the threat. After all, if teachers aren’t sure what they might get punished for, they may be extra cautious and censor themselves.

Misunderstanding the law

Aside from being vague, the letter also seems to willfully misrepresent the 2022 Supreme Court decision ending race-based affirmative action in higher education, Students for Fair Admissions v. Harvard College.

In that case, Chief Justice John Roberts wrote a narrow majority opinion declaring simply that university admissions policies could not aim to create incoming classes with particular racial balances.

Roberts’ opinion was silent on any other type of educational policy. It also states explicitly that “nothing in this opinion should be construed as prohibiting universities from considering an applicant’s discussion of how race affected his or her life, be it through discrimination, inspiration, or otherwise,” so long as they are evaluated for admission as an individual.

And yet, the “Dear Colleague” letter takes this decision and runs with it in multiple different directions. First, it falsely claims that the decision prohibits schools from eliminating standardized testing in their admissions process, something many schools have chosen to do in recent years.

Second, the letter falsely states, in contradiction with the ruling’s own text, that the decision applies much more broadly than the context of admissions, to “hiring, promotion, compensation, financial aid, scholarships, prizes, administrative support, discipline, housing, graduation ceremonies, and all other aspects of student, academic, and campus life.”

Thus, according to the letter, any program that targeted a particular group for differential treatment based on their race would come under government scrutiny, including programs designed to assist students of color, to house students according to affinity groups, and to diversify university faculty.

There is simply no reading of the Students for Fair Admissions decision that suggests such an encroachment on the inner workings of educational institutions. Roberts’ majority opinion says only that students should be evaluated as individuals when applying to colleges and universities.

Effort to undermine education

What history will the Trump administration letter stop from being taught?
Tomasz Śmigla, iStock/Getty Images Plus

In sum, the letter places educators, especially those of us who teach about American law and government, in an impossible position.

It states that “educational institutions have toxically indoctrinated students with the false premise that the United States is built upon ‘systemic and structural racism,’” suggesting that the U.S. does not have such a history.

But, for example, in order to teach why affirmative action is now unconstitutional, we would have to explain the concept of strict scrutiny to our students. Strict scrutiny is when a court examines a law very carefully to make sure that it does not promote an unconstitutional racial or religious classification. It is a kind of review that is used routinely and appropriately by courts, and was used to strike down affirmative action in Students for Fair Admissions.

That level of judicial review exists because, in the words of Roberts in Students for Fair Admissions, “for almost a century after the Civil War, state-mandated segregation was in many parts of the Nation a regrettable norm. This Court played its own role in that ignoble history, allowing in Plessy v. Ferguson the separate but equal regime that would come to deface much of America.”

In other words, the Supreme Court created strict scrutiny as a judicial antidote to the systemic racism that it had helped perpetuate.

Even more basically, it is impossible to teach constitutional law without acknowledging the Three-Fifths Compromise or the Fugitive Slave Clause, both of which embedded the property rights of slaveowners into the founding documents of this country, denying enslaved people full citizenship and its rights.

To not teach students about such topics is, we believe, to fail in our role as educators. To forbid teaching it is an attack on the core mission of educational institutions in a democracy. And even more, this letter aims to prevent teachers from critiquing what the letter itself says and from explaining its own context and history.

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

– ref. Anti-DEI guidance from Trump Administration misinterprets the law and guts educators’ free speech rights – https://theconversation.com/anti-dei-guidance-from-trump-administration-misinterprets-the-law-and-guts-educators-free-speech-rights-250574

MIL OSI – Global Reports –

February 27, 2025
MIL-OSI United Nations: Human Rights Council: Gaza ceasefire must hold, Türk insists

Source: United Nations 4

26 February 2025 Human Rights

UN human rights chief Volker Türk issued a strong appeal on Wednesday for the fragile ceasefire in Gaza to hold, amid delays to talks between Hamas and Israel on extending the truce into the second phase.

Addressing the Human Rights Council in Geneva on conditions inside the Occupied Palestinian Territory, Mr. Türk condemned the Hamas-led terror attacks on Israel that sparked the war in October 2023.

The UN High Commissioner for Human Rights also said there was no justification for Israel’s devastating military operations in Gaza, which have left more than 48,000 Palestinians dead, according to local authorities.

Search for a better future

“At this tenuous moment the world must ask itself how to resolve this decades old conflict and stop the cycle of violence,” he said.

“Any plans for a better future must deal with the past, so accountability and justice for violations are crucial.”

The High Commissioner added that each phase of the ceasefire must be implemented “in good faith, and in full. All of us must do everything in our power to build on it.”

He said it must be for the Palestinians themselves to determine their own future.

According to news reports, the delayed release by Israel of Palestinian prisoners is expected to go ahead imminently, in exchange for the return of the bodies of four hostages.

‘Unprecedented disregard’

Summing up the “raft of human rights violations” inside the Occupied Palestinian Territory and lack of accountability, he said there had been “an unprecedented disregard” for basic principles of international humanitarian law by both sides since the outbreak of hostilities in October 2023.

Mr. Türk maintained there were serious doubts over Israel’s capacity and will to deliver full accountability, notably in relation to unlawful killings in Gaza and the West Bank.

With Hamas and other Palestinian militants who have taken and tortured hostages, fired indiscriminate projectiles into Israel – amounting to war crimes – there are concerns that they may also have committed serious breaches “including the intentional co-location of military objectives and Palestinian civilians.”

“Any attempts at shaping a peaceful future where such horrors do not recur must ensure that perpetrators are held to account,” said the High Commissioner.

Impunity when given free rein, harms not only those directly impacted but generations down the line, he contended.

In an apparent response to the outlawing of the UN Palestine refugee relief agency, UNRWA, by Israel and the sanctions against the International Criminal Court by the US earlier this month, the UN rights chief said that “delegitimising and threatening international institutions that are there to serve people and uphold international law also harms us all.”

He also said any attempt to annex Palestinian land or “forced transfer” of civilians must be resisted.

“This is the moment for voices of reason to prevail; for solutions that will deliver justice and make space for compassion, healing and truth telling,” said Mr. Türk.

‘Systemic’ repression in Nicaragua

Investigators tasked by the UN Human Rights Council to track alleged grave abuses of power by top Nicaraguan officials insisted on Wednesday that the International Court of Justice (ICJ) should prosecute what they called the systematic and systemic repression of the country’s people.

The Group of Experts on Nicaragua – who act in an independent capacity and are not UN staff – have previously reported that the Government’s violations appear to constitute crimes against humanity of murder, imprisonment and torture – including rape.

Their latest report will be presented later this week to the Council.

The group maintains that President Daniel Ortega and his wife, Rosario Murillo, have created “an authoritarian State where no independent institutions remain, opposition voices are silenced and the population…faces persecution, forced exile, and economic retaliation”.

Stifling dissent

It was in response to grave concerns about the severe repression of civil rights in Nicaragua that the international community decided in 2018 to establish an investigative body to report back to the Council.

“We call on States to hold Nicaragua accountable for its violations of the UN Convention on Torture and the UN Convention on Statelessness before the International Court of Justice…the international community cannot just bear witness. It needs to take concrete measures,” said Reed Brody, member of the Group of Experts.

“No country in the world has used the arbitrary detention of nationality against political opponents at the same scale that Nicaragua has done; and this is a violation of its obligations under international law under the Convention on the Reduction of Statelessness,” Mr. Brody continued.

‘Machine of repression’

According to the panel’s chair, Jan-Michael Simon, State machinery and the ruling Sandinista party “have virtually fused into a unified machine of repression with domestic and transnational impact.”

This development – which has reduced the judicial, legislative and electoral powers “to mere bodies coordinated by the presidency” – has resulted in myriad deaths, “arbitrary detentions, enforced disappearances, torture, expulsion of nationals, arbitrary deprivation of nationality,” Mr. Simon insisted.

MIL OSI United Nations News –

February 27, 2025
MIL-OSI USA: Announcing $80 Million to Support Resiliency Initiatives
Source: US State of New York

Governor Kathy Hochul today announced $80 million in new grant funding available to communities across New York State for climate resiliency projects. The grants, funded through the $4.2 billion Clean Water, Clean Air and Green Jobs Environmental Bond Act of 2022, will support nature-based and green infrastructure projects designed to reduce flood risk and enhance community resilience to extreme weather.

“Making New York more resilient in the face of increasingly devastating storms and other extreme weather emergencies is a top priority for our state,” Governor Hochul said. “With $80 million now available from the Environmental Bond Act, communities statewide will be able to take necessary steps to protect flood-prone areas, safeguard infrastructure, and ensure the safety of their homes, businesses, and critical infrastructure. These investments will not only strengthen our ability to withstand future storms but also create healthier, more sustainable communities for future generations.”

The funding will be distributed through three new grant programs, each focused on investing in adaptation and improvements that will protect lives and minimize the financial burden of recovering from future extreme weather events. The projects represent a proactive approach to emergency preparedness, prioritizing investments that mitigate the effects of extreme weather driven by climate change.

The three resiliency related grant programs are:
- Resilient Watersheds Grant Program: $45 million will be made available through the Department of Environmental Conservation (DEC), building on the success of the Resilient NY program and advancing the State’s goal of strengthening infrastructure and protecting New Yorkers from the impacts of extreme weather.
- Coastal Rehabilitation and Resilience Projects Program: $20 million will be made available through the Department of State (DOS) for coastal communities. The program prioritizes projects using nature-based solutions to enhance community resilience while also delivering environmental, economic and social benefits.
- Inland Flooding and Local Waterfront Revitalization Implementation Projects Program: $15 million will be made available through DOS for implementation projects that improve waterfront and watershed resiliency and reduce climate impacts, particularly flooding.
DEC Interim Commissioner Sean Mahar said, “Through Governor Hochul’s leadership and historic Environmental Bond Act investments, New York State is improving community resilience to extreme weather events driven by climate change. Leveraged with comprehensive Executive Budget proposals, DEC and our State agency partners are advancing comprehensive flood risk reduction projects across the state that will restore our environment, improve water quality and safeguard communities.”

Environmental Facilities Corporation (EFC) President and CEO Maureen A. Coleman said, “By helping municipalities protect their critical water infrastructure from extreme weather events, we are investing in a safer, healthier, and more livable future for New Yorkers. EFC is pleased to partner with DEC to further Governor Hochul’s coordinated efforts to tackle water quality issues statewide and ensure equitable access to clean, safe water.”

Secretary of State Walter T. Mosley said, “The Environmental Bond Act is a historic and transformative investment in the future of the Empire State that will pay dividends for generations to come. These essential programs and projects will have far reaching economic, social and environmental benefits for people and businesses, protecting lives, livelihoods and properties from the ravages of climate change and restoring critical habitats and ecosystems.”

Resilient Watersheds Grant Program
The goal of the Resilient Watersheds Grant program is to implement projects that take a comprehensive approach to building community resilience. This competitive statewide grant program is open to local governments, Indian Nations, County Soil and Water Conservation Districts, state agencies, and not-for-profit corporations.

Projects will promote flood risk and ice jam reduction and restoration, enhance flood and climate resilience, implement natural and nature-based feature construction, or ecologically sustainable projects while supporting healthy riparian habitats. Projects are funded to the extent of available funds based on the evaluation criteria.

Projects identified by existing and future Resilient NY Program studies are eligible to apply for the program. Additional eligibility information can be found here: Flood Recovery And Resilience – NYSDEC

Coastal Rehabilitation and Resilience Projects Program
The program supports the implementation of projects that increase resilience with an emphasis on natural processes that provide environmental, economic, and social benefits to communities within the New York State Coastal area and the Coastal Nonpoint Source boundary.

Complete information on this DOS program can be found here: https://dos.ny.gov/funding-bid-opportunities

Inland Flooding and Local Waterfront Revitalization Program Implementation Projects Program
The program supports implementation projects that improve waterfront and watershed resiliency and reduce climate impacts, particularly flooding.

Complete information on this DOS program can be found here: https://dos.ny.gov/funding-bid-opportunities

Webinar and How to Apply
DEC, DOS and EFC will co-host a webinar for all three funding opportunities on March 12, 2025, from 10 to 11 a.m. To register for the webinar, click here.

Applications for all three funding opportunities can be submitted through the Consolidated Funding Application (CFA) portal at https://apps.cio.ny.gov/apps/cfa/. Applications are due by 4 p.m. on Friday, June 6, 2025.

New York State continues to advance resiliency initiatives and investments that are helping to protect communities. Today’s announcement complements Governor Hochul’s Executive Budget proposal to invest more than $1 billion to help fund a more sustainable and affordable future. The ambitious proposal is the single-largest climate investment in state history, generating thousands of jobs, slashing energy bills for households, and cutting harmful pollution.

The announcement today also demonstrates the ways New York State’s continued commitment can be achieved, by working with local communities to identify and address potential future climate impacts related to storm surges, rising sea levels, and other conditions. The Executive Budget also includes $108 million for climate resiliency initiatives that support coastal resiliency and additional funding for Green Resiliency Grants and continues a record $400 million for Environmental Protection Fund programs that include measures to adapt and mitigate climate impacts. Progress also continues in administering the $4.2 billion Clean Water, Clean Air and Green Jobs Environmental Bond Act, which has allocated approximately $1.25 billion, or 25 percent, of Bond Act funds to date.

New York State’s Climate Agenda
New York State’s climate agenda calls for an affordable and just transition to a clean energy economy that creates family-sustaining jobs, promotes economic growth through green investments, and directs a minimum of 35 percent of the benefits to disadvantaged communities. New York is advancing a suite of efforts to achieve an emissions-free economy by 2050, including in the energy, buildings, transportation, and waste sectors.

MIL OSI USA News –
February 27, 2025
MIL-OSI Security: Charlotte Man Convicted At Trial Of Illegal Firearm Possession Is Sentenced To Prison

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

CHARLOTTE, N.C. – Daniel Wood, 48, of Charlotte, was sentenced today to 48 months in prison followed by three years of supervised release for possession of a firearm by a convicted felon, announced Lawrence J. Cameron, Acting U.S. Attorney for the Western District of North Carolina.

Bennie Mims, Special Agent in Charge of the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF), Charlotte Field Division, and Chief Johnny Jennings of the Charlotte Mecklenburg Police Department (CMPD) join Acting U.S. Attorney Cameron in making today’s announcement.

According to evidence presented at Wood’s trial, witness testimony, and filed court documents, on May 1, 2022, Wood attempted to enter a Charlotte nightclub with a loaded firearm in his pants pocket. The security of the nightclub found the firearm when they patted down Wood prior to entering the club. Security removed the firearm and turned it over to an off-duty CMPD officer. While the CMPD officer was in his patrol vehicle examining the firearm, Wood spoke to the officer and explained that he received the gun from someone else and that he had forgotten it was in the pocket of his pants. Court records show that Wood has prior felony convictions, and he is prohibited from possessing a firearm.

Wood will remain in federal custody until he is transferred to a facility designated by the Federal Bureau of Prison.

The ATF and CMPD investigated the case.

Special Assistant U.S. Attorney (SAUSA) William Wiseman and Assistant U.S. Attorney Regina Pack of the U.S. Attorney’s Office in Charlotte prosecuted the case. Mr. Wiseman is a state prosecutor with the office of the 26th Prosecutorial District and was assigned by District Attorney Spencer Merriweather to serve as a SAUSA with the U.S. Attorney’s Office in Charlotte. Mr. Wiseman is sworn in both state and federal courts. The SAUSA position is a reflection of the partnership between the District Attorney’s Office and the U.S. Attorney’s Office.

The case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone. For more information about PSN in the Western District, please visit our website.

MIL Security OSI –

February 27, 2025
MIL-OSI USA: Water system upgrade closes northbound I-5 Scatter Creek Rest Area in Thurston County Feb. 10 to March 6
Source: Washington State News 2

UPDATE: Please note the around-the-clock closure of the Scatter Creek Rest Area is extended to 5 p.m. Thursday, March 6. The change is now reflected in the release below.

GRAND MOUND – Travelers who use the northbound Interstate 5 Scatter Creek Rest Area between Centralia and Olympia will need to make other plans.

Beginning 8 a.m. Monday, Feb. 10, contractors working for the Washington State Department of Transportation will close the rest area around-the-clock until 5 p.m. Thursday, March 6.

The planned closure allows crews to update the facility’s water system. The work includes:
- Installation of new well pumps and pipes.
- New automated water management systems.
- Repairs inside and outside of the restrooms.
The work will reduce long-term maintenance costs and extend the service life of the system.

About the rest area

On average, approximately 2,284 vehicles a day use the Scatter Creek Rest Area. The facility opened 1969 and was rebuilt in 1988. Amenities include water fountains, restrooms, picnic areas, vending machines, a visitor information center, short term parking, and a recreational vehicle wastewater disposal area.

Alternate facilities

The nearest rest area with restrooms, short term parking and picnic areas is located three miles north near Maytown along southbound I-5 in Thurston County.

The nearest rest area with wastewater disposal for recreational vehicles is 32 miles west on State Route 8 at the Elma Rest Area in Grays Harbor County.

Travelers are encouraged to sign up for email updates about work on state roads and facilities in Thurston County. Real-time travel information is available from the WSDOT app and statewide travel map.

MIL OSI USA News –
February 27, 2025
MIL-OSI Security: Thirteen Individuals Charged As Part Of International Ring Targeting Cell Phone Shipments For Theft

Source: Office of United States Attorneys

NEWARK, N.J. – Thirteen members of an international network that stole thousands of shipments of iPhones and other electronic devices around the United States were charged today, Acting U.S. Attorney Vikas Khanna, District of New Jersey, announced.

Demetrio Reyes Martinez, a/k/a “CookieNerd,” 37, of the Dominican Republic, Andrickson Jerez, 28, of Bronx, NY, Edickson Lora Castillo, 24, of New York, NY, Raimond Cabrera De Leon, 31, of New York, NY, Luis Marte Tavares, 33, of Brooklyn, NY, Frederick Duverge Guzman, 26, of New York, NY, Julio Vasquez Sanchez, a/k/a “BotTrack,” 30, of Brooklyn, NY, Alejandro Then Castillo, 45, of Paterson, NJ, Wilson Peralta Tavarez, 28, of Belleville, NJ, Ecker Montero Hernandez, 25, of Paterson, NJ, Jean Luis Diaz Dominguez, a/k/a “Botija,” 24, of Paterson, NJ, Luis Nunez, 23, of Paterson, NJ, and Joel Suriel, a/k/a “La Melma,” 31, of Brooklyn, NY, were each charged in Count One of the Criminal Complaint unsealed today with conspiracy to transport and receive stolen property.

In addition, Then Castillo and Peralta Tavares were charged in Count Two of the Criminal Complaint with wire fraud conspiracy. Finally, Jerez (Count Three) and Lora Castillo (Count Four) were each charged with one count transportation of stolen property.

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

The defendants were part of an international and nationwide ring involved in the widespread theft of electronic device shipments from FedEx and other carriers. The ring identified valuable packages to steal through two primary means: (1) the creation and use of automated computer scripts, developed by Reyes Martinez and others, to scrape data from the public and customer-facing tracking systems of FedEx and Victim-1, a major U.S. cellular provider; and (2) bribing corrupt Victim-1 employees such as Then Castillo and Peralta Tavares to provide confidential information about Victim-1 customers, including orders, names, tracking numbers, and delivery addresses.

This criminal network operated in layers with some members, referred to as “dispatchers,” obtaining and selling the delivery information and others, referred to as “runners,” purchasing this delivery information and stealing the packages.

Jerez, Cabrera De Leon, and Marte Tavares operated a major “fence” location out of a residential building in the Bronx, where an almost constant stream of people brought stolen devices for sale. Suriel ran a fence location in Brooklyn where he received bulk deliveries of devices stolen across the country, including by Ecker Montero, Nunez, and Diaz Dominguez, who traveled around the country stealing iPhones, iPads, Samsung phones and other electronic devices. On one occasion where FedEx security seized stolen iPhones from a shipment sent by Nunez and Diaz Dominguez, Nunez complained to FedEx customer service that his iPhones had been stolen.

Then Castillo and Peralta Tavarez were Victim-1 retail store employees who accepted bribe payments in exchange for providing confidential customer information from Victim-1’s order tracking system.

Lora Castillo, Duverge Guzman, and Vasquez Sanchez were dispatchers who sold and provided runners with delivery addresses, tracking numbers and customer names. They also directed runners to fence locations to sell the stolen devices.

Count One carries a maximum prison sentence of 5 years imprisonment and a fine of $250,000 or twice the gross amount of gain or loss resulting from the offense. Count Two carries a maximum prison sentence of 20 years’ imprisonment and a fine of $250,000 or twice the gross amount of gain or loss resulting from the offense. Counts Three and Four each carry a maximum prison sentence of 10 years’ imprisonment and a fine of $250,000 or twice the gross amount of gain or loss resulting from the offense.

“These defendants are alleged to have worked together as part of an international ring to steal thousands of expensive electronic devices, which caused millions of dollars of losses to the victims. They are alleged to have done so by harnessing technology through the use of computer scripts which gave them access to shipping information, including individuals’ names and their home addresses. My office will continue to work with our law enforcement partners to pursue these types of criminals no matter where in the world they are and seek justice for their victims.”

Acting U.S. Attorney Vikas Khanna

“As alleged, the defendants, both here and abroad, victimized American customers and businesses alike by targeting, tracking, and stealing their valuable electronic shipments. The new-age ‘porch pirates,’ these accused criminals tailored their alleged scheme to the modern times, but were stopped short of doing so successfully. HSI New York and our law enforcement partners continue to adapt as brazen bad actors relentlessly try — and fail — to find new illicit money-making methods. I thank HSI Newark, the NYPD, the U.S. Attorney’s Office for the District of New Jersey, the FBI, and our many counterparts for their unified and unwavering support,” stated Homeland Security Investigations (“HSI”), New York Field Office Acting Special Agent in Charge Michael Alfonso.

“These alleged members of this international crime ring traveled the country stealing goods, for monetary profit; compromising customers’ privacy and hijacking the cellular providers’ business flow.” FBI Acting Special Agent in Charge Terence G. Reilly warns that “No matter how elaborate or invasive a criminal ring may be, we will break the chain of criminality and bring the perpetrators to justice.

Acting U.S. Attorney Khanna credited special agents of Homeland Security Investigations, New York Field Office, under the direction Acting Special Agent in Charge Michael Alfonso, the Federal Bureau of Investigation, under the direction of Acting Special Agent in Charge Terence G. Reilly, the New York City Police Department under the direction of Commissioner Jessica S. Tisch, and the Union County Prosecutor’s Office under the direction of Prosecutor William Daniel and Chief Harvey Barnwell with the investigation leading to these charges.

Acting U.S. Attorney Khanna also thanked the Dominican Republic’s Procuraduría Especializada Contra los Crímenes y Delitos de Alta Tecnología (PEDATEC), (Specialized Prosecutor’s Office for High Technology Crimes and Offenses) and HSI’s Newark Field Office for their collaboration in this matter.

In 2024 New Jersey experienced a surge of over 400 identified package thefts targeting cellular devices. To combat this threat, Union County Prosecutor’s Office (NJ) partnered with New Jersey State Police Real Time Crime Center North and FBI Newark to spearhead a task force of investigators from impacted jurisdictions along with federal, state, and county agencies to collaborate on emerging intelligence. Through private sector partnerships, collusive employees were identified. Prospective delivery information was also shared amongst the task force to proactively identify, surveil, and arrest individuals involved in package theft within New Jersey. The following agencies are credited with contributing:

Cranford Police Department, Sparta Police Department, Moorestown Police Department, Barnegat Police Department, Paterson Police Department, Belleville Police Department, Department of Homeland Security-U.S. Customs and Border Protection, Department of Homeland Security, Immigration and Customs Enforcement-Enforcement and Removal Operations, Port Authority Police Department, Edison Police Department, Woodbridge Police Department, Rahway Police Department, Elizabeth Police Department, Kenilworth Police Department, Plainfield Police Department, Westfield Police Department, Summit Police Department, Linden Police Department, Scotch Plains Police Department, Berkeley Heights Police Department, Union County Police Department, Mountainside Police Department, Hillside Police Department, Fanwood Police Department, Clark Police Department, New Providence Police Department, Roselle Police Department, Roselle Park Police Department, Springfield Police Department, Union Police Department, Wayne Police Department, South Amboy Police Department, Brick Police Department, Wyckoff Police Department, Rutherford Police Department, Carlstadt Police Department, Oakland Police Department, Glen Rock Police Department, Fort Lee Police Department, Montvale Police Department, Little Falls Police Department, Wallington Police Department, Englewood Police Department, Leonia Police Department, Bloomfield Police Department, Fair Lawn Police Department, Closter Police Department, Verona Police Department, Elmwood Park Police Department, Clifton Police Department, Woodcliff Lakes Police Department, Cresskill Police Department, Palisades Park Police Department, Hillsdale Police Department, Franklin Lakes Police Department, Warren Township Police Department, Caldwell Police Department, Fairview Police Department, New Milford Police Department, Bergenfield Police Department, Branchburg Police Department, Wayne Police Department, Paramus Police Department, Jersey City Police Department, Secaucus Police Department, Randolph Police Department, Teaneck Police Department, Middlesex Police Department, Montvale Police Department, Manalapan Police Department, Toms River Police Department, Riverdale Police Department, Morristown Police Department, Dover Police Department, Roxbury Police Department, Montville Police Department, Parsippany Police Department, Denville Police Department, Chatham Township Police Department, Morris County Sheriff’s Office, Passaic County Sheriff’s Office, North Brunswick Police Department, New Jersey Division of Criminal Justice, Hudson County Prosecutor’s Office, Morris County Prosecutor’s Office, Bergen County Prosecutor’s Office, Ocean County Prosecutor’s Office, Burlington County Prosecutor’s Office.

Defendants Andrickson Jerez, Edickson Lora Castillo, Luis Marte Tavares, Raimond Cabrera De Leon, Alejandro Then Castillo, Wilson Peralta Tavares, Ecker Montero Hernandez, and Joel Suriel, a/k/a “La Melma,” are scheduled to appear before Hon. José R. Almonte, U.S.M.J. this afternoon at the U.S. District Court in Newark.

The government is represented by Assistant U.S. Attorneys David E. Malagold of the Cybercrime Unit and Trevor A. Chenoweth of the OCDETF/Narcotics Unit in Newark

The charges and allegations contained in the complaint are merely accusations, and the defendant is presumed innocent unless and until proven guilty.

25-057

MIL Security OSI –

February 27, 2025
MIL-OSI USA: BRADFORD COUNTY – Governor Shapiro, DDAP Secretary Davis-Jones to Visit Sayre Hospital, Discuss Proposed Investments to Solve Rural Health Care Workforce Shortage

Source: US State of Pennsylvania

February 27, 2025 – Sayre, PA

ADVISORY – BRADFORD COUNTY – Governor Shapiro, DDAP Secretary Davis-Jones to Visit Sayre Hospital, Discuss Proposed Investments to Solve Rural Health Care Workforce Shortage

Governor Josh Shapiro will visit Guthrie Robert Packer Hospital in Bradford County to talk about the major investments his 2025-26 Budget Proposal would make to address rural health care workforce shortages and his plans to expand Pennsylvania’s rural health care workforce.

The Governor’s budget proposal includes $10 million to provide support to rural hospitals that have been forced to cut or shutter services – and proposes making significant investments in loan forgiveness specifically for rural health care workers, modeled on the success of the substance use disorder (SUD) loan repayment program at the Department of Drug and Alcohol Programs (DDAP).

WHO:
Governor Josh Shapiro
Dr. Latika Davis-Jones, Secretary of Drug and Alcohol Programs
Senator Gene Yaw
Representative Tina Pickett
Dr. Sabanegh, President and CEO of the Guthrie Clinic
Barbara Vanaskie, LCSW, SUD loan repayment program awardee
Deb Raupers, MSN, RN, Chief Nurse Executive for Guthrie Robert Packer Hospital
Kevin Gibbs, Guthrie Robert Packer Hospital patient

WHEN:
Thursday, February 27, 2025 at 10:45AM

WHERE:
Guthrie Robert Packer Hospital
1 Guthrie Square,
Sayre, PA 18840

**Please RSVP for exact location and arrival logistics.

LIVE STREAM:
pacast.com/live/gov
governor.pa.gov/live/

RSVP:
Press who are interested in attending must RSVP with the names and phone numbers for each member of their team to ra-gvgovpress@pa.gov.

MIL OSI USA News –

February 27, 2025
MIL-OSI Security: Laredoan and two illegals charged in firearms and related conspiracy

Source: Office of United States Attorneys

LAREDO, Texas – A federal grand jury has returned a 14-count indictment against three people on various federal firearms, drug trafficking and immigration offenses, announced U.S. Attorney Nicholas J. Ganjei.

Fernando Patinio, 31, Laredo, and Albert Garcia-Guajardo, 32, and Jose Hernandez-Garza, 25, both illegal aliens unlawfully residing in the country, were previously in custody on charges originally filed in a criminal complaint. They are expected to make an appearance on the allegations in the indictment before a U.S. magistrate judge in the near future.

The charges allege Patinio and Garcia-Guarjardo had allegedly sold cocaine and a large number of weapons, to include several machine guns, over the course of an approximately month-long undercover investigation.

During the initial transaction involving a pistol, Garcia-Guajardo had also indicated he and Patinio could also offer drugs for sale, according to the charges.

On Jan. 2, Patinio and Garcia Guajardo allegedly sold the first of two machine guns – a model 22 Glock equipped with a machine gun conversion device. The charges further allege that in the following weeks, Patinio and Garcia-Guajardo arranged to sell cocaine and another machine guns.

On Jan. 31, authorities executed a search warrant on the 3000 block of Monterrey Street in Laredo where they found Garcia-Guajardo and Hernandez-Garza, according to the charges. Law enforcement also allegedly discovered several more firearms, various narcotics, a scale and many more rounds of ammunition.

The charges allege Garcia-Guajardo and Hernandez-Garza were both determined to be illegally present in the United States. Garcia-Guajardo was allegedly ordered removed from the country two times, most recently in July 2024. According to the allegations, Hernandez-Garza originally had a B1/B2 visa issued to him, but it had expired. Both not lawfully in the United States, they are not permitted to possess any firearms per the charges.

Over the course of the undercover investigation, law enforcement has allegedly seized two machine guns, eight pistols – one of which had a filed-off serial number – drum-style magazines, cocaine, crack cocaine, marijuana and several rounds of .40 S&W caliber and 9 mm caliber rounds.

If convicted, Garcia-Guajardo and Patino face a mandatory minimum of 30 years and up to life in federal prison for conspiracy to traffic machines guns in the course of drug trafficking offenses and use of a machine gun in drug trafficking, while Hernandez-Garza faces up to 15 years in prison if convicted of being an illegal alien in possession of a firearm. All could also be ordered to pay up to a $250,000 fine.

The Bureau of Alcohol, Tobacco, Firearms and Explosives, Drug Enforcement Administration and Laredo Police Department conducted the investigation with the assistance of Homeland Security Investigations, Border Patrol, Immigration and Customs Enforcement’s Enforcement and Removal Operations and Texas Department of Public Safety. Assistant U.S. Attorney Tory R. Sailer and Brandon Scott Bowling are prosecuting the case.

An indictment is a formal accusation of criminal conduct, not evidence. A defendant is presumed innocent unless convicted through due process of law.

MIL Security OSI –

February 27, 2025
MIL-OSI Security: Convicted Felon Sentenced to 10 Years in Prison for Drug and Firearms Offenses

Source: Office of United States Attorneys

BOSTON – A repeat convicted felon was sentenced today in federal court in Boston for possessing a firearm, multiple rounds of ammunition and fentanyl intended for distribution while on federal supervised release.

Francisco Gabriel Diaz, 33, of Boston, was sentenced by U.S. District Court Judge Richard G. Stearns to 10 years in prison, to be followed by four years of supervised release. In July 2024, Diaz pleaded guilty to one count of possession with intent to distribute 40 grams or more of fentanyl and one count of possession of a firearm in furtherance of a drug trafficking offense. Diaz was charged by criminal complaint in December 2021.

On June 24, 2021, a search of the residence where Diaz was staying resulted in the recovery of a black Taurus G2S 9mm firearm, a 9mm magazine containing seven live 9mm rounds, a 9mm magazine containing one live 9mm round, over 40 grams of fentanyl, several plastic bags containing crack cocaine, a box of sandwich bags and a digital scale. Diaz was on federal supervised release at the time of the search.

United States Attorney Leah B. Foley and Stephen Belleau, Acting Special Agent in Charge of the Drug Enforcement Administration, Boston Field Division made the announcement today. Valuable assistance was provided by the Bureau of Alcohol, Tobacco, Firearms & Explosives and the Boston Police Department. Assistant U.S. Attorney Benjamin A. Saltzman of the Criminal Division prosecuted the case.

This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce gun violence and other violent crime, and to make our neighborhoods safer for everyone. On May 26, 2021, the Department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results. For more information about Project Safe Neighborhoods, please visit Justice.gov/PSN.

MIL Security OSI –

February 27, 2025
MIL-OSI Security: New York Man Indicted In Connection With 2023 Shooting Using “Ghost Gun”

Source: Office of United States Attorneys

Matthew Podolsky, the Acting United States Attorney for the Southern District of New York; Michael Alfonso, the Acting Special Agent in Charge of the New York Field Office of Homeland Security Investigations (“HSI”); and Jessica S. Tisch, the Commissioner of the New York City Police Department (“NYPD”), announced today the unsealing of an Indictment charging TERRY BROOKS with three counts of possessing firearms and ammunition after a felony conviction. The charges relate to a November 12, 2023, shooting and the subsequent seizures of the defendant’s firearms and ammunition on August 14 and August 21, 2024. The case is assigned to U.S. District Judge Margaret M. Garnett.

Acting U.S. Attorney Matthew Podolsky said: “As alleged, on November 12, 2023, while on a public sidewalk in the Bronx, Terry Brooks reached into his waistband, pulled out a gun, and began shooting. Brooks missed his target but struck a nearby bystander, causing serious injury. Brooks had purchased more than 50 firearm components online and possessed privately manufactured and unregistered ‘ghost guns,’ but this did not stop law enforcement from catching him. Thanks to the work of the career prosecutors in this Office and our partners at HSI and the NYPD, Brooks has been arrested and will face trial.”

HSI Acting Special Agent in Charge Michael Alfonso said: “The defendant’s indictment today underscores the HSI New York El Dorado Task Force’s ability to aggressively pursue investigative leads in whatever forms they take. Violent crime precursors no longer fit one specific mold, and HSI, alongside the NYPD, continues to adapt to target alleged bad actors and predicate felons determined to commit crimes. New York City is a safer place with Terry Brooks off the streets.”

NYPD Police Commissioner Jessica S. Tisch said: “This indictment makes one thing clear: Untraceable ghost guns will not be tolerated in our city. Thanks to the meticulous work of the NYPD investigators, along with our law enforcement partners at HSI and the office of the U.S. Attorney for the Southern District of New York, this armed perpetrator—who terrorized our streets and injured an innocent bystander—will be held fully accountable. Every New Yorker deserves to feel safe, and removing every illegal firearm, whether trackable or disguised, brings us one step closer to achieving that goal.”

As alleged in the Indictment returned today and the Complaint unsealed on January 30, 2025:[1]

On November 12, 2023, a man—subsequently identified as BROOKS—fired a gun in the Bronx, New York, near the corner of E. 180th St. and Bathgate Ave. The bullet struck a bystander, who was rushed to a hospital, received medical treatment, and survived. Approximately three minutes after the shooting, officers responded. Officers immediately found a shell casing at the scene of the crime.

After obtaining surveillance video footage from several sources, officers were able to track the shooter, together with a female companion, from a particular hotel room to the scene of the shooting and back to the same hotel room. Hotel records identify BROOKS as someone who was staying in the hotel room at that time. BROOKS drove a red Toyota Corolla to and from the scene of the shooting, and the license plate is visible in some of the surveillance footage. BROOKS has received moving violations while driving that Corolla, which is registered to a woman with whom BROOKS sometimes resides.

Officers obtained search warrants for two premises where BROOKS sometimes resides. On August 14, 2024, while executing the warrants, officers encountered guns, firearm parts, and ammunition in close proximity to objects and documents bearing BROOKS’s name and likeness. Ballistics testing established that the shell casing found immediately after the shooting in November 2023 had been fired by one of the ghost guns recovered pursuant to these warrants.

Finally, on August 21, 2024, officers arrested BROOKS in the same hotel where he had been staying on the night of the shooting. The officers recovered yet another firearm, which was in plain view on a nightstand.

* * *

BROOKS, 58, of New York, New York, is charged with one count of possessing ammunition on or about November 12, 2023; one count of possessing firearms and ammunition on or about August 14, 2024; and one count of possessing a firearm and ammunition on or about August 21, 2024. Each count carries a maximum sentence of 15 years in prison.

The maximum potential sentences in this case are prescribed by Congress and are provided here for informational purposes only, as any sentencing of the defendants will be determined by a judge.

Mr. Podolsky praised the outstanding investigative work of HSI and the NYPD.

This case is being handled by the Office’s General Crimes Unit. Assistant U.S. Attorneys Kevin Grossinger and James Mandilk are in charge of the prosecution.

[1] As the introductory phrase signifies, the entirety of the text of the Indictment and the descriptions of the Indictment constitute only allegations, and every fact described should be treated as an allegation.

MIL Security OSI –

February 27, 2025
MIL-OSI Security: Pitt County Man Pleads Guilty in Multi-Million Dollar Ponzi Scheme that Defrauded Eastern North Carolina Investors

Source: Office of United States Attorneys

WILMINGTON, N.C. – Willard Timothy Sutton, age 64, pled guilty to one count of mail fraud today for running a Ponzi scheme that resulted in more than 60 investors suffering net losses in excess of $8 million. At sentencing later this year, Sutton faces a statutory maximum sentence of 20 years, a $250,000 fine, and three years of supervised release. Sutton will also be required to pay restitution to victims.

According to court documents and other information presented in court, between approximately 2019 and 2023, Sutton operated a largescale Ponzi scheme in connection with an investment program offered through Greenville Auto World, LLC (GAW), a car dealership located in Greenville. GAW was a “buy here pay here” (BHPH) dealership. BHPH dealerships enable customers with poor or no credit history to finance the purchase of a vehicle directly through the dealership, rather than through a bank or credit union. Such loans typically carry significantly higher interest rates than traditional car loans. Between approximately 2012 and 2023, as part of an investment program sponsored, promoted, and administered by GAW, Sutton sold BHPH finance contracts to outside investors through direct solicitation, referrals, and word-of-mouth advertisement.

Beginning in approximately 2019, Sutton falsely and fraudulently led BHPH investors to believe that their investments were safe and secure, and that GAW was collecting sufficient repayments from loan customers to be able to fully pay the principal and interest owed to them. In truth, GAW was collecting millions from investors, but it did not have the means to service the debt through BHPH revenue or any legitimate business income. Between approximately October 2018 and August 2023, the FBI estimates that GAW collected investor funds in excess of $60 million. However, GAW’s gross receipts were a small fraction of the total.

In order to conceal GAW’s financial condition, and avoid the collapse of the business, Sutton operated the BHPH program as a Ponzi scheme in which he would (in a typical transaction) sell a legitimate loan contract to one investor and then sell one or more false and fabricated versions of that same contract to other investors without their knowledge. Sutton then used the proceeds of the fraudulent sales to pay off earlier investors. Among other things, Sutton forged loan customer signatures to the fake contracts and, in some instances, provided fake title documents to investors to convince them that their investments were appropriately secured.

In approximately 2022, in order to generate additional funds to meet GAW’s mounting debts to investors, Sutton solicited some BHPH investors to help finance GAW’s vehicle inventory. Sutton falsely and fraudulently represented to these investors that he was using their funds to purchase vehicles when, in fact, Sutton was using their funds to conceal and perpetuate the Ponzi scheme.

“Over the course of years, instead of helping so-called investors, this defendant bilked his victims out of millions of dollars of their hard earned money,” said Acting U.S. Attorney Daniel P. Bubar. “Fraudsters should know that they will be held accountable for their crimes in the Eastern District of North Carolina.”

“Mr. Sutton ran a local business for many years, purporting to help those with poor or no credit get much needed vehicle loans. When he ran into financial trouble, rather than admitting his business was failing, he resold those loans over and over again to outside investors to protect his own reputation at the expense those who trusted he was legitimately investing their hard earned money,” said Robert M. DeWitt the FBI Special Agent in Charge in North Carolina.

Daniel P. Bubar, Acting United States Attorney for the Eastern District of North Carolina, made the announcement after Chief Judge Richard E. Myers, II accepted the plea. The Federal Bureau of Investigation, Charlotte Field Office, investigated the case. Assistant United States Attorney Adam F. Hulbig prosecuted the case.

Related court documents and information can be found on the website of the U.S. District Court for the Eastern District of North Carolina or on PACER by searching for Case No. 4:24-CR-83-M.

###

MIL Security OSI –

February 27, 2025
MIL-OSI Security: Seventeen OMB Gang Defendants Sentenced to a Total of 2,538 Months in Federal Prison
Source: Office of United States Attorneys

DES MOINES, Iowa – On Wednesday, February 26, 2025, the final defendant in a multi-Indictment, 17-defendant gang investigation involving the Only My Brothers (OMB) street gang was sentenced to federal prison. All 17 defendants had previously pled guilty or been found guilty following a jury trial. The defendants were charged with various crimes in federal court, including RICO conspiracy, fentanyl distribution, possessing machineguns, straw purchasing firearms, firearms trafficking, and illegally possessing firearms.

According to public court documents and evidence presented in court, the charged defendants were members and associates of a criminal organization or Enterprise known as “Only My Brothers” or “OMB.” OMB originated in early- to mid-2021. Prior to that, some members and associates of OMB referred to themselves as various other names, including C-Block, 600, East Side Crips, Crips, and Gangster Disciples. From at least 2021, and continuing until their arrests, OMB’s members and associates engaged in a plethora of criminal activity in an attempt to earn and maintain respect in the neighborhood. This included attempted murders, including at least 30 gang-related shootings, the distribution of over 22 kilograms of fentanyl, as well as a number of convenience store armed robberies in the Des Moines metro.

Some of the shootings OMB has been held responsible for include a November 2021 shooting at a celebration of life party being held at a residence in Des Moines, Iowa; a second November 2021 shooting at a residence on Southeast 9th Street in Des Moines, during which over 20 shots were fired; a February 2022 shooting in and around Good Park in Des Moines; an April 2022 shooting at a rival gang member’s home in Des Moines, during which over 70 shots were fired; a July 2022 shooting at an apartment complex in Sixth Avenue in Des Moines, during which at least 40 shots were fired; an August 2022 shooting at a residence on 23rd Street in Des Moines; and an August 2022 shooting at an apartment complex on Southeast 22nd Street in Des Moines, during which over 36 shots were fired.

In order to obtain the firearms used to commit their criminal activity, OMB utilized a network of firearms straw purchasers, most of whom were drug customers or family members of the OMB members. This included Dawn Ellease Robinson, who purchased guns for her son, OMB member Santiz Langford. Langford then either personally used the guns himself to conduct OMB activity, or he trafficked the guns to other OMB members. One of those guns was later found in the possession of a victim in the January 2023 Starts Right Here double homicide in Des Moines. Deon Cooper, Langford’s sister, also straw purchased firearms for Langford, and Johnetta Strode, OMB member Deadrian Nelson’s mother, straw purchased firearms for Nelson.

The straw purchasers purchased guns for the OMB members, who then used those guns to commit violent acts against rival gang members and other victims. OMB members and associates were also prolific possessors of machinegun conversion devices (also known as automatic selector switches). These devices convert semi-automatic pistols into fully automatic firearms and are considered machineguns under federal law. During the investigation, law enforcement was able to identify over 90 guns involved in the OMB-involved shootings, with over 70 of the involved guns seized.

The defendants involved in this investigation include:
- Awot Tsegaye Baliho, 23, pled guilty to felon in possession of a firearm and was sentenced to 30 months’ imprisonment.
- Armani Eugene Gates, 21, pleaded guilty to conspiracy to distribute at least 400 grams of fentanyl, unlawful drug user in possession of a firearm, two counts of conspiracy to traffic firearms, conspiracy to straw purchase firearms, and possession of a firearm in furtherance of a drug trafficking crime, and was sentenced to 276 months’ imprisonment.
- Bakier Mohamd Esmaeil, 20, pled guilty to one count of being an unlawful drug user in possession of a firearm, and was sentenced to 63 months’ imprisonment.
- Dontavius Rashaun Sharkey, 28, was found guilty by a jury of two counts of straw purchasing conspiracy, two counts of felon in possession of a firearm, illegal possession of a machinegun, possession of a firearm with an obliterated serial number, and supervised release violations, and was sentenced to 384 months’ imprisonment.
- Deadrian Maurice Nelson, 20, pled guilty to two counts of being a felon and unlawful drug user in possession of a firearm, and was sentenced to 121 months’ imprisonment.
- Johnetta Marie Strode, 37, pled guilty to straw purchasing conspiracy, and two counts of unlawful drug user in possession of a firearm, and was sentenced to 54 months’ imprisonment.
- Christopher Scott Eason, 43, pled guilty to false statement during purchase of a firearm, and was sentenced to 18 months’ imprisonment.
- Raleigh John Potter, 30, pled guilty to false statement during purchase of a firearm and unlawful drug user in possession of a firearm, and was sentenced to 42 months’ imprisonment.
- Deon Ellease Cooper, 28, pled guilty to racketeering conspiracy, false statement during purchase of a firearm, straw purchasing conspiracy, and straw purchasing of a firearm, and was sentenced to 30 months’ imprisonment.
- Dawn Ellease Robinson, 45, pled guilty to racketeering conspiracy, straw purchasing conspiracy, straw purchasing of a firearm, and two counts of unlawful drug user in possession of a firearm, and was sentenced to 120 months’ imprisonment.
- Avontae Lamar Tucker, 21, pled guilty in two federal cases to racketeering conspiracy, conspiracy to distribute more than 400 grams of fentanyl, two counts of unlawful drug user in possession of a firearm and ammunition, two counts of interference with commerce through robbery, and two counts of brandishing and possessing a firearm in furtherance of a crime of violence. He was sentenced to 444 months’ imprisonment.
- Santiz Cortez Langford, 21, pled guilty to racketeering conspiracy, conspiracy to distribute more than 400 grams of fentanyl, two counts of straw purchasing conspiracy, two counts of firearms trafficking, possession of a firearm in furtherance of a drug trafficking crime, illegal possession of a machinegun, and two counts of unlawful drug user in possession of a firearm, and was sentenced to 295 months’ imprisonment.
- Semaj Johnson, 20, pled guilty under two separate cases to illegal possession of a machinegun, racketeering conspiracy, conspiracy to distribute more than 400 grams of fentanyl, firearms trafficking conspiracy, and possession of a firearm in furtherance of a drug trafficking crime, and was sentenced to 211 months’ imprisonment.
- Majok Majok, 20, pled guilty to racketeering conspiracy, conspiracy to distribute more than 400 grams of fentanyl, firearms trafficking conspiracy, possession of a firearm in furtherance of a drug trafficking crime, and illegal possession of a machinegun, and was sentenced to 195 months’ imprisonment.
- Trent Douglas Brown Jr., 20, pled guilty to conspiracy to distribute more than 400 grams of fentanyl and possession of a firearm in furtherance of a drug trafficking crime, and was sentenced to 90 months’ imprisonment.
- Dahaba Bahari Lula, 20, pled guilty to racketeering conspiracy and conspiracy to distribute more than 400 grams of fentanyl, and was sentenced to 144 months’ imprisonment.
- Derrick Dwayne Smith, 41, pled guilty to four counts of false statement during purchase of a firearm, and was sentenced to 21 months’ imprisonment.
United States Attorney Richard D. Westphal of the Southern District of Iowa made the announcement. Assistant United States Attorneys Kristin Herrera and Mallory Weiser prosecuted the case.

This case was investigated by Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF), Des Moines Police Department, and the United States Postal Inspection Service, with assistance from the Iowa Department of Public Safety-Division of Narcotics Enforcement (DNE), Iowa State Patrol, and Iowa Division of Intelligence and Fusion Center.

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

This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone. On May 26, 2021, the department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results. For more information about Project Safe Neighborhoods, please visit Justice.gov/PSN.

MIL Security OSI –
February 27, 2025
MIL-OSI: Partners Value Split Corp. Increases Size of Public Offering of Class AA Preferred Shares, Series 15 to $200 Million

Source: GlobeNewswire (MIL-OSI)

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

TORONTO, Feb. 26, 2025 (GLOBE NEWSWIRE) — Partners Value Split Corp. (the “Company”) announced today that as a result of strong investor demand for its previously announced offering, it has agreed to increase the size of the offering and sell 8,000,000 Class AA Preferred Shares, Series 15 (the “Series 15 Preferred Shares”) to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and TD Securities Inc. on a bought deal basis.

The Series 15 Preferred Shares will be issued at a price of $25.00 per share, for gross proceeds of $200,000,000. The Series 15 Preferred Shares will carry a fixed coupon of 5.15% and will have a final maturity of March 31, 2031. The Series 15 Preferred Shares have a provisional rating of Pfd-2 from DBRS Limited. The net proceeds of the offering will be used by the Company to pay a special dividend on the Company’s capital shares.

Closing of the offering is expected to occur on or about March 5, 2025.

The Company owns a portfolio consisting of approximately 119 million Class A Limited Voting Shares of Brookfield Corporation and approximately 30 million Class A Limited Voting Shares of Brookfield Asset Management Ltd. (collectively, the “Brookfield Securities”), which are expected to yield quarterly dividends that are sufficient to fund quarterly fixed cumulative preferential dividends for the holders of the Company’s preferred shares and to enable the holders of the Company’s capital shares to participate in any capital appreciation of the Brookfield Securities.

Brookfield Corporation is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. Brookfield Corporation has three core businesses: alternative asset management, wealth solutions, and its operating businesses which are in renewable power, infrastructure, business and industrial services, and real estate. Brookfield Corporation is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BN.

Brookfield Asset Management Ltd. (“BAM”) is a leading global alternative asset manager with over US$1 trillion of assets under management across renewable power & transition, infrastructure, private equity, real estate, and credit. BAM’s objective is to generate attractive, long-term risk-adjusted returns for the benefit of its clients and shareholders. BAM is listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol BAM.

Jason Weckwerth, Chief Financial Officer, will be available at (416) 363-9491 to answer any questions regarding the offering.

This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and regulations. The words “expected”, “will”, “agreed” and “enable” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters or identify forward-looking information. Forward-looking information in this news release includes statements with regard to the provisional rating on the Series 15 Preferred Shares, which is not a final rating, the use of proceeds of the offering and quarterly dividends from the Company’s portfolio of Brookfield Securities which are expected to fund quarterly fixed cumulative preferential dividends for holders of the Company’s preferred shares and to enable holders of its capital shares to participate in any capital appreciation of the Brookfield Securities. Although the Company believes that the anticipated future results or achievements expressed or implied by the forward-looking information and statements are based upon reasonable assumptions and expectations, the reader should not place undue reliance on the forward-looking information and statements because they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking information and statements. Factors that could cause actual results to differ materially from those contemplated or implied by the forward-looking information and statements include: the behaviour of financial markets, including fluctuations in interest and exchange rates, availability of equity and debt financing and other risks and factors detailed from time to time in the Company’s other documents filed with the Canadian securities regulators. We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking information to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as may be required by law, the Company undertakes no obligation to publicly update or revise any forward-looking information or statements, whether written or oral, that may be as a result of new information, future events or otherwise. Reference should be made to the Company’s short form base shelf prospectus dated September 19, 2024 for a description of the major risk factors.

The MIL Network –

February 27, 2025
MIL-OSI United Nations: Sudan war: Any peace deal must respect national sovereignty, UN envoy says

Source: United Nations 2

By Abdelmonem Makki

26 February 2025 Peace and Security

As the war in Sudan approaches a second year, the UN Secretary-General’s Personal Envoy for the country has emphasized the need to re-double and coordinate efforts towards a peace agreement that respects national sovereignty, independence and territorial integrity – and end the world’s largest humanitarian crisis.

In an exclusive interview with UN News’s Arabic service in New York, Ramtane Lamamra stressed that the solution must be political, calling for reliance on wisdom and the ability to deal with the root causes that led to the brutal conflict.

He affirmed that the Sudanese people are sovereign and have the final say in their future.

A deteriorating situation

The war between the Sudanese Armed Forces (SAF) and a powerful formerly allied paramilitary group called the Rapid Support Forces (RSF) erupted in April 2023, causing widespread death, destruction and displacement.

More than 12 million people have fled to safety, whether elsewhere in the country or across the border. Famine has been confirmed in 10 locations, and another 17 are on the brink.

Mr. Lamamra addressed the deteriorating situation in Sudan and the challenges facing peace efforts, noting that he is making every effort to convince the warring parties and decision-makers that the only solution is one that stems from their shared political will.

The envoy underscored the critical need to prioritize the protection of civilians, reiterating the Secretary-General’s call for a cessation of hostilities during the Holy Month of Ramadan, which begins this Friday evening.

© UNFPA/Karel Prinsloo

Central African Republic, 2024. Newly arrived Sudanese refugees at Korsi refugee camp.

Learn from the past

Mr. Lamamra urged the Sudanese to learn from the lessons of past experiences, stating that ongoing efforts to reach a peaceful solution must take place within the context of respecting sovereignty, independence, and unity – both of the people and the land.

“I believe that this is fundamental and indisputable,” he said.

“As for the United Nations – and for myself personally – I will continue to reiterate and insist on this point because it is essential, as we want to emerge from this ordeal with a strong and unified Sudan: a Sudan that learns from the lessons of its contemporary historical experiences and makes the necessary decisions so that the mistakes that led to the outbreak of wars in the recent past, including the current war, are not repeated.”

Nairobi Declaration

Regarding the recent developments in Kenya’s capital Nairobi, where political and military groups signed a declaration expressing their intention to establish a governing authority in the areas controlled by the RSF, the envoy referred to the statements of the UN Secretary-General which expressed grave concern over the move as it further increases the risk of Sudan’s fragmentation.

Mr. Lamamra cautioned that anything that would widen the gap between the Sudanese instead of uniting them, is “undesirable.”

He also mentioned the roadmap that was issued in Port Sudan on 9 February, which he said the UN chief welcomed and asked all interested Sudanese to share their ideas for possible inclusion, as this would facilitate the necessary discussions to rebuild a cohesive and unified Sudanese State.

The Secretary-General’s Personal Envoy stated that building on the current proposal is the next step that he is ready to take “despite its sensitivity and difficulty.”

He emphasized the need for coordination among the various initiatives proposed to reach a comprehensive national dialogue in Sudan.

Soundcloud

The role of the international community

In this regard, Mr. Lamara called on the international community to assume its responsibilities and coordinate efforts to support peace in Sudan.

He warned that any serious international engagement to resolve the crisis requires “careful and objective study and a thorough understanding” of the situation, including the roots of the conflict, its history, dimensions, those influencing it, foreign interventions, and other factors that must be taken into account.

Mr. Lamamra underscored that international and regional efforts must be unified to become “one strong voice” to avoid conflicts between initiatives.

“Undoubtedly, resolving the crisis in Sudan, ending the war, the tragedy, and the suffering of the citizens are all integral. There are many entry points, and efforts must be coordinated through serious work at each entry point of the crisis,” he added.

Consultations with Sudanese society

The UN envoy also shed light on the extensive consultations he has held with a wide sector of the Sudanese people – including youth, women, and civil society organizations – to listen to their views and suggestions.

He stressed the importance of these consultations in understanding the situation and setting priorities.

Mr. Lamamra explained that he is careful to work with “discretion,” away from “megaphone diplomacy.” He said that he officially submitted to the two leaderships a list of recommendations that emerged from these consultations regarding protection of civilians and urged decision-makers to act.

“Work is underway at full speed, and we will make our full and complete effort,” he added, noting that the absence of a breakthrough will not diminish the determination to reach a desirable outcome.

Respect, balance and trust

In the same context, Mr. Lamamra said that his meetings with Government officials in Port Sudan are characterized by respect, noting that he is careful to listen to all parties.

“I believe that the duty of balance and gaining everyone’s trust is what drives me when taking the viewpoints of the parties,” he told UN News.

“I believe that each party has a complete and integrated perspective built – naturally – on the love of Sudan, because I believe that none of them has an alternative homeland, so the focus must be on this one homeland that accommodates everyone,” he added.

“And I believe that the time will come when this feeling of the desired peaceful solution will emerge.”

UNECA/Daniel Getachew

African Union Headquarters in Addis Ababa, Ethiopia.

Momentum at AU Summit

Mr. Lamamra recently participated in the African Union (AU) Summit in Addis Ababa as part of the UN Secretary-General’s delegation.

There, he discussed ways to achieve a peaceful solution in Sudan in coordination with neighbouring countries, and regional and international organizations, starting with the AU, the League of Arab States, East African bloc IGAD, and the Organization of Islamic Cooperation.

He affirmed that the Sudan crisis had been at the forefront of discussions.

In this context, he welcomed the election of Mahmoud Ali Youssef as Chairperson of the AU Commission and praised his role in supporting peace efforts in Sudan.

Hope for the Jeddah Declaration

Nearly two years ago, the warring parties in Sudan signed a declaration in the city of Jeddah, Saudi Arabia, aimed at protecting civilians and providing unhindered humanitarian access.

When asked about the possibility of implementing the agreement on the ground, and the obstacles that prevent it, the Mr. Lamamra described the declaration as “a promising and positive document, which is the only document that everyone signed and agreed upon days after the outbreak of the war.”

He stressed that preparatory technical talks needed to start soon in order to start implementing the declaration.

‘A message of brotherhood’

Concluding his interview with UN News, Mr. Lamamra addressed a message to the Sudanese people and the warring parties on the occasion of Ramadan.

He said the Sudanese people love freedom, peace, and peaceful coexistence.

“My message is a message of brotherhood. A message with the values of Islam that are valued by Muslims and non-Muslims alike. Those concerned must always follow the teachings of true Islam and appreciate the sanctity of human life,” he said.

“Our hope is that our brothers will seize this opportunity to think about a Ramadan free of violence, a Ramadan filled with brotherhood and the aspiration for a better future.”

MIL OSI United Nations News –

February 27, 2025
MIL-OSI USA News: Illegal Immigrant Killers, Rapists Aren’t Scholars — They’re Criminals
Source: The White House
In a strong contender for dumbest statement of the year, disgraced “filmmaker” Michael Moore lamented illegal immigrant criminals being apprehended because they might’ve “discovered the cure for cancer” or “stopped that asteroid.” The only thing more foolish than that statement are the politicians who oppose the deportations.

These are the types of cold-blooded criminals he’s talking about:
- A Portuguese national convicted of sexual exploitation of a minor—child pornography, apprehended in Philadelphia.
- A Guatemalan national charged with armed home invasion, kidnapping, intimidation, and assault with a dangerous weapon, apprehended in Rhode Island.
- A Haitian national charged with three murders, apprehended in North Carolina.
- A Salvadoran national and MS-13 gang member convicted of aggravated assault with bodily injury and DWI, apprehended in Houston.
- A Guatemalan national charged with multiple counts of child rape, apprehended in Massachusetts.
- A Brazilian national and confirmed gang member convicted of assault and battery, apprehended in Boston.
- A Honduran national convicted of criminal sexual conduct with a minor, apprehended in Minnesota.
- A Salvadoran national convicted of sodomy/anal intercourse with a child less than 13 years of age, apprehended in Washington.
- An Ecuadorian national convicted of rape, arrested in Buffalo.
- A Guatemalan national charged with multiple counts of child rape, apprehended in Massachusetts.
- A Dominican Republican national convicted of sexual conduct against a child, apprehended in Buffalo.
- A Mexican national convicted of sexual exploitation of a child, apprehended in San Francisco.
- A Turkish national who is a known or suspected terrorist, apprehended in New York City.
- A Mexican national convicted of drug trafficking, apprehended in Texas.
MIL OSI USA News –
February 27, 2025

Category: Transport

Introduction

Productivity and supply

Productivity, incomes and wages

Productivity and consumption

Recent trends in productivity

Concluding remarks

Restricting free speech

Misunderstanding the law

Effort to undermine education

Search for a better future

‘Unprecedented disregard’

‘Systemic’ repression in Nicaragua

Stifling dissent

‘Machine of repression’

About the rest area

Alternate facilities

A deteriorating situation

Learn from the past

Nairobi Declaration

The role of the international community

Consultations with Sudanese society

Respect, balance and trust

Momentum at AU Summit

Hope for the Jeddah Declaration

‘A message of brotherhood’