Category: Transport

MIL-OSI Australia: ABC News with Patricia Karvelas

Source: Australian Executive Government Ministers

PATRICIA KARVELAS: As we mentioned in our headlines, the Government says they are prepared to acquire Rex Airlines if a suitable buyer for the collapsed business isn’t found. Now, rival regional airlines have questioned why the Federal Government has refused to meet with them to discuss their offers of support on key Rex routes. The Nationals say any move by the Government to buy out Rex should be a last resort.

[Excerpt]

DAVID LITTLEPROUD: We don’t want the taxpayer to have to prop up what should be a commercially viable enterprise. The reality is Rex proved that until they took a change of course, and it’s difficult for then other smaller aviation companies to actually compete with the Australian taxpayer if we enter it. So, what needs to happen is that we need to accelerate the process to allow the solution to be created by the aviation sector themselves. They’re willing and able. They’re prepared to come to the table, but they’ve been locked out because it’s been the unions that have been dictating to the Government about who can actually put their hand up to buy Rex.

[End of excerpt]

PATRICIA KARVELAS: To tell us more, Transport Minister Catherine King joins us live. Catherine King, welcome.

CATHERINE KING: Hi. It’s really lovely to be with you.

PATRICIA KARVELAS: It is. You have put this on the table, but you say it’s not your preference. So, what? Is it just a political tactic?

CATHERINE KING: No, not at all. What we’ve seen, and we’ve been working with the voluntary administration right the way along, the first sort of thing that we had to do was we put in the guarantee, so you’ll either fly or you’ll get your money back. Luckily, that hasn’t had to be drawn on, passenger numbers are keeping up. The next thing we had to do is – obviously, there was a first sale process that was not successful and we are working our way with the administrators on how can we best support a second sale process – we have come to the party with a credit, a line of credit, in order to keep the administration going. It’s not a grant. It’s a line of credit so that the administration can keep flying the airline. And then, what we’ve also done is stepped into the shoes of the largest creditor so that the company doesn’t get liquidated while we have this second sale process.

What we’ve said today is that it’s abundantly clear that a second sale process won’t be successful without government support. And we are saying we are prepared to, where there are credible bidders that make its way through the administration process, that we will negotiate that support. Which is also why I can’t meet with individual airlines because they are potential bidders. [Indistinct]…

PATRICIA KARVELAS: [Interrupts] Okay. Because the Financial Review is reporting that 43 airlines under the Regional Aviation Association of Australia wrote to you last year requesting a meeting that you wouldn’t.

CATHERINE KING: I can’t meet with them for probity reasons because some of them will be bidders and they will be in a negotiation again, possibly against each other, and I will have to treat every bidder equally, which is why they need to work through the administration. So I can’t, for probity reasons, meet with them. I have met with their peak body before, I meet with them regularly, but I can’t meet with individual airlines who may be bidders in terms of Rex itself.

PATRICIA KARVELAS: The RAAA Chief Executive has said that you’ve refused to meet them, but also says that they want to put forward a market-based solution for their association’s members. So, perhaps something quite different.

CATHERINE KING: Yep.

PATRICIA KARVELAS: Isn’t that worth pursuing?

CATHERINE KING: They can now do that. That’s what this has opened up today, through this second sale process.

PATRICIA KARVELAS: [Talks over] Has that meeting happened?

CATHERINE KING: They can now do that, but I can’t meet with them because-

PATRICIA KARVELAS: [Interrupts] The department can?

CATHERINE KING: The department’s been meeting with potential bidders all the way along, and that’s been happening. That’s been happening all the way along. But I can’t meet with them because this is now a process where the Government will step in with some support, and we will need to treat every single bidder exactly the same. And so, I don’t know who those are going to be so I can’t meet with individual potential bidders, and I really welcome that there are airlines wanting to do that.

What I don’t want to see, though, is the cannibalisation of the routes, and some people saying, well, we want this bit, not this bit, and it really hollowing out.

PATRICIA KARVELAS: [Talks over] Correct. I was going to go to that, because some people are proposing different-

CATHERINE KING: Yeah.

PATRICIA KARVELAS: What’s wrong with that if it provides a commercial solution rather than the government stepping in?

CATHERINE KING: It might provide a solution. But again, what – from the first principles of policy – what the Government wants to do is keep routes in regional aviation. We want to keep them flying and we want to make sure they’re viable, not just in the short term but in the longer term as well. Which is why we think the second sale process won’t be successful without government support, and that’s why we’ve got this process now in place. It may be-

PATRICIA KARVELAS: [Interrupts]When you say with government support…

CATHERINE KING: Yep.

PATRICIA KARVELAS: …does that look like a sort of co-ownership model? Like, what sort of [indistinct] could it look like?

CATHERINE KING: Yeah. At the moment, we’re very open to all of that. And different bidders will come forward and say, you know, we will buy the airline if you do X, Y and Z. And that is the competitive tension that needs to happen as part of this second sale process.

PATRICIA KARVELAS: [Talks over] Does that mean the government could have, let’s say, a 40 per cent stake?

CATHERINE KING: It could say that. But the biggest barrier for a sale of this airline at the moment has been that the planes are old and it is highly capital intensive to replace them. And so, that has been the largest barrier. And again, we will have to look at what someone is bringing to the table and what is the best value for taxpayer money; where we’re we going to be able to keep as many of the routes going as possible – I want to keep all of them going if we can; and-

PATRICIA KARVELAS: [Interrupts]Well, is that a guarantee, if I can just pick you up on that?

CATHERINE KING: I would like to but, obviously, we’re going to- that is in the hands of whoever purchases the airline.

PATRICIA KARVELAS: Shouldn’t it be, actually, a pre-condition that you must keep them all open?

CATHERINE KING: It is certainly one of the things that we will be looking at as part of that process. But at the first principle, what the Government is absolutely determined to do is to keep regional aviation and regional communities connected. I was pretty shocked today to see some of the commentary from the National and the Liberal Party who are, basically – I don’t know what that was about today – who are, basically I think, abandoning regional communities and regional aviation.

PATRICIA KARVELAS: Well, they’re arguing there should be a commercial solution.

CATHERINE KING: Well, and we’re saying that as well, but we’re also saying that if there isn’t, we are saying that we will start the process to consider if government should acquire it. We’ll need to do that with states and territories as partners, they subsidise a lot of these routes currently. And we’ll need to start the process for that as the buyer of last resort.

PATRICIA KARVELAS: Okay. And the buyer of last resort, does that mean that sort of states and territories go in with you?

CATHERINE KING: We would certainly- we’re certainly in discussions with states and territories who subsidise many of the intrastate routes, which are their responsibility now.

PATRICIA KARVELAS: And can you give me a sense of which states are showing an interest in going in?

CATHERINE KING: Well, every state wants to keep regional aviation going. All of them want regional aviation to… Rex flies everywhere. There’s more than 40 routes that are different routes that are flown weekly. Almost half of those are routes where they’re the only airline that actually flies in. And that’s pretty critical to getting people in regional communities to medical appointments, to their homes, to keep businesses going, to get FIFO workers in. They’re pretty- it’s a pretty important piece of economic infrastructure for our regions.

PATRICIA KARVELAS: Just on another topic, but still very much in your portfolio, is it right that the Victorian Government wants a top-up to the contentious Suburban Rail Loop?

CATHERINE KING: So, I mean, it’s in- all in the public domain. I must admit, I’ve been reluctant to comment on this because there’s a fair bit of gossip going around and it’s unhelpful, I think, as we [Indistinct] not you just-

PATRICIA KARVELAS: [Interrupts] I am happy for you to just tell us the facts now.

CATHERINE KING: So I will say- yeah. So on Suburban Rail Loop, I have released the $2.2 billion. Infrastructure Australia and my department have now assessed that and recommended that money be released to the Victorian Government on the basis of very specific things that it will be going towards. And so I have now signed that off. And the Victorian Government, I’m sure, will be receiving the news of that now as we speak. So you’ve got [Indistinct].

PATRICIA KARVELAS: [Talks over] So, can you just be clear, that’s not- just the distinction, I know that they’re asking for a top up. You’re saying that’s not the top up? That’s…?

CATHERINE KING: No, that’s the- so that’s the existing money that we’ve had on the table for Suburban Rail East. We will continue discussions, as we do through budget processes with every state and territory, and the Victorians are no different, who come to us with an ask. But I’ve been pretty consistent in terms of suburban rail to say there are still some hurdles that the Victorian Government will need to overcome in relation to advice that I will receive from Infrastructure Australia about particularly the costings around value capture before the Commonwealth can make another investment.

PATRICIA KARVELAS: So you’re not convinced that this is a value for money proposition?

CATHERINE KING: I do think it’s a really good project. As a Victorian, I actually know- you know, and I grew up in the south eastern suburbs of Melbourne. That was my home and was my home well into my 20s. And I would catch that Glen Waverley train…

PATRICIA KARVELAS: [Talks over] Same here.

CATHERINE KING: [Indistinct]…train into the city as a 14-year-old all the time. I’ve seen the huge population growth around Box Hill where you and I would go shopping and you’d take your friends there as well. So really, it’s an important project for the city. It’s a big project for the city. You know, I’m a supporter of it, but I also need to make sure that I’m getting value for money for Australian taxpayers’ dollars and [Indistinct].

PATRICIA KARVELAS: [Interrupts] So, to be clear, you’ve now- you said that they’ll be finding out now you’ve handed over two- just to be clear?

CATHERINE KING: Yeah. The 2.2, which was the election commitment we made, Infrastructure Australia and the- my department have now provided me with advice on the assessment of their- the project appraisal report, which is pretty routine. That’s what I do. And that’s now been released to the Victorian Government.

PATRICIA KARVELAS: Okay. And that now draws a line for a while, you’re saying no extra funding?

CATHERINE KING: Well, what I’m saying to them is there’s some more work that will need to be done before further investment in Suburban Rail Loop. But there’s also other projects, of course, that we continue to talk to the Victorians about. I work with very closely [Indistinct]…

PATRICIA KARVELAS: [Interrupts] Because it brings me to the Werribee by-election and some of the lessons there. There are parts of your heartland who feel very neglected. Is that part of the lesson here?

CATHERINE KING: I think that, again, I stood with Jacinta Allan to talk about and to put money into a road project, two road projects in Werribee, and they had been worked with and negotiated on and talked with the Victorian Government well over six months ago. You know, they were not new. They were things that the Victorian Government had brought to me to say, we need to invest in the West.

PATRICIA KARVELAS: But beyond that, you’re talking about something that’s already committed. There’s clearly more demand [Indistinct]…

CATHERINE KING: [Interrupts] Yeah, absolutely. And that’s what happens through budget processes, through the mid-year economic financial outlook. They come to me with projects that they want to invest in, they want us to co-invest in, and they do that all the way around the state. They’ve done- you know, in regional communities, they’ve put $1 billion into a road blitz to really deal with potholes and a range of things in regional communities. You know, we’re really keen to partner with them on a whole range of projects, and we’ll keep talking to them as part of the budget process.

PATRICIA KARVELAS: Catherine King, thanks for coming in.

CATHERINE KING: Good to talk to you.

MIL OSI News –

February 13, 2025
MIL-OSI Australia: School year starts with safer school zones across regional NSW
Source: Australian Executive Government Ministers

As the new school year gets underway, parents and students across regional NSW can feel reassured knowing that hundreds of school zones are now safer following upgrades delivered through the School Zone Infrastructure Sub Program.

Since its launch in 2020, this over $40 million investment by the Australian and NSW governments has enabled the NSW Government and local councils to implement 474 critical safety improvements on roads near schools in regional and rural areas.

These improvements have enhanced safety and accessibility in school zones, making it easier for both drivers and pedestrians to navigate these areas.

In towns and communities across regional NSW, these upgrades include:
- raising pedestrian ‘wombat’ crossings and pedestrian ‘blisters’
- creation of “kiss and drop” locations along with installing signage
- installation of pedestrian refuges and zebra crossings
- installation of new kerb ramps, pedestrian fencing and lighting
- installation of traffic signals
- installation and upgrades of footpaths and shared paths
- signage upgrades
- repainting and replenishing faded “Dragon’s Teeth” markings on roadways
- guttering and pathway to provide safe access between bus stop and school.
From Bega to Broken Hill and the Richmond Valley, these road safety infrastructure projects have delivered significant improvements to local schools across regional NSW.

The School Zone Infrastructure Sub Program is part of a broader $1.18 billion investment from the Australian and NSW Governments under the Road Safety Program and has played a crucial role in enhancing safety.

These projects were designed to protect vulnerable road users, reduce road trauma and save lives, and supported more than 2,500 direct and indirect jobs, as the economy recovered from the COVID-19 pandemic.

For more information visit the Transport for NSW website here.

Quotes attributable to Federal Assistant Minister for Regional Development, Anthony Chisholm:

“Important investments like these will keep students and parents safe on the streets that surround NSW schools, and are part of our collective commitment to significantly reduce the number of incidents on our roads.

“I’d like to thank the NSW Government for working constructively with us on road safety projects such as these, which are critical to helping bring down the number of lives lost on NSW roads.

“These upgrades form part of the Federal Government’s commitment under the Road Safety Program to work in partnership with the states and territories to fund priority road safety works across the nation.”

Quotes attributable to NSW Minister for Regional Transport and Roads, Jenny Aitchison:

“Ensuring the safety of our students as they travel to and from school is a high priority for the NSW Government. The enhancements made through the School Zone Infrastructure Sub Program will not only protect our young road users but also provide peace of mind for parents and caregivers.

“Our collaboration with the Federal Government and local councils has been instrumental in delivering these vital safety improvements. From raising pedestrian crossings to installing new signage, every enhancement is designed to make our roads safer for everyone.

“As we welcome students back to school, let’s remember that road safety is a shared responsibility. I urge all drivers to stay vigilant in school zones, ensuring our children arrive at school safely.”

MIL OSI News –
February 13, 2025
MIL-OSI USA: $150M for Climate Resiliency on SUNY & CUNY Campuses

Source: US State of New York

Governor Kathy Hochul today announced $150 million in climate resiliency grants  to make New York State’s public college campuses greener, more resilient to severe weather and more energy efficient. Supported by funding from the $4.2 billion Clean Water, Clean Air and Green Jobs Environmental Bond Act of 2022, the State University of New York (SUNY) is receiving $100 million for clean energy projects, including the installation of a thermal energy network at SUNY Buffalo, and the City University of New York (CUNY) is receiving $50 million for solar, energy storage, and heat pump projects on three campuses as part of a comprehensive plan to reduce CUNY’s carbon footprint.

“New York’s higher education institutions play a significant role in leading by example to help advance a cleaner, greener future,” Governor Hochul said. “The $150 million in new investments from the Environmental Bond Act will allow SUNY and CUNY to take a significant step forward in electrifying campuses and integrating cleaner energy solutions to reduce pollution and help New York’s colleges become more energy efficient.”

SUNY projects funded by the Environmental Bond Act include:

Binghamton University: Binghamton University will install thermal energy networks and building heat pump technology on its campus. The funding will help implement construction of new high-efficiency networked water source heat pump systems in select buildings currently operating on approximately 20-year-old, lower-efficiency chillers. The new systems will effectively lower energy use by 45 percent, operating costs by $300,000, greenhouse gases by 1,100 metric tons (based on current grid emission factors), and other pollutants for the benefit of the campus and the larger community.

University at Buffalo: UB will construct the first of many energy hubs, all of which are needed to phase out fossil fuel-based systems and replace aging, lower efficiency systems with on-site electrical systems that lower greenhouse gas and other pollutants and improve operating efficiencies. This first high-efficiency energy hub will service a network of up to five buildings on UB’s South Campus.

SUNY Oswego: The campus will construct a geoexchange field system for a geothermal network to improve operating efficiencies, lower operating costs, and reduce greenhouse gas and other pollutants for the benefit of the campus and larger community. The project will result in an extensive underground utility infrastructure and central plant and building-level equipment conversions, which are required to continue converting the campus plant to sustainable measures.

Stony Brook University: The Environmental Bond Act investment will provide design and construction for multiple ground and rooftop solar voltaic (PV) arrays to improve community air quality and public health and decarbonize the Long Island electric grid. The resulting on-site renewable power generation will provide operational efficiencies, energy use reduction, greenhouse gas and pollutant reductions, as well as to provide additional capacity for any potential future campus growth.

CUNY projects funded by the Environmental Bond Act include:

City College of New York: Parking lot solar canopies on the south campus will be paired with battery storage, which will support flexible demand management and electric vehicle (EV) chargers will be added to help electrify campus transportation. Rooftop solar will also be deployed. Heat pumps will be installed to electrify heating and cooling for the library and other spaces in the North Academic Center, and also in the science building to heat building domestic hot water and pool water. Heat Pumps are three to four times more efficient than a boiler as they move existing heat, rather than creating heat through combustion.

Brooklyn College: Geothermal energy will be tapped as bore holes are drilled to provide ground source renewable heating and cooling for the adjacent West End Building, which houses student clubs, the film department, a testing center, and computer labs, and is a vital hub of student activity. Rooftop solar and EV charging stations will be installed at James Hall and West Quad, promoting EV adoption while supporting the college’s fleet electrification goals.

Hunter College: This project initiates the hydronic conversion transformation of North Hall energy systems away from inefficient steam and standalone window air conditioning. Energy efficient hot and chilled water from the central plant will replace an antiquated steam system. This step toward electrification will reduce baseload energy use and cut use of fossil fuels, ensuring a better-controlled, state-of-the-art, sustainable learning environment for students.

SUNY Chancellor John B. King Jr. said, “With thanks to Governor Hochul, SUNY’s campuses are leading the way in advancing sustainability and addressing climate change. This Bond Act funding for four SUNY projects will help achieve New York State’s ambitious decarbonization goals and build a more sustainable future.”

CUNY Chancellor Félix V. Matos Rodríguez said, “By helping CUNY reduce the carbon footprint of our campuses, curb our consumption of fossil fuels and harness our capacity to aid sustainable energy production, Governor Hochul is enabling the University to promote prudent environmental stewardship. The Environmental Bond Act investments announced today will help CUNY play a key role in the development of a resilient, responsible, and resourceful New York.”

New York State Department of Environmental Conservation Interim Commissioner Sean Mahar said, “Governor Hochul’s commitment in the State of the State to advance a greener future through decarbonization is bolstered with this new $150 million Clean Water, Clean Air and Green Jobs Environmental Bond Act investment for innovative clean energy projects at SUNY and CUNY campuses across the state. Through the State’s Environmental Bond Act investments, New York is supporting advanced thermal energy networks, EV charging infrastructure, and other technologies that reduce pollution, lower operating costs, and create far-reaching benefits for schools and their surrounding communities.”

New York League of Conservation Voters President Julie Tighe said, “As the state transitions to a clean energy economy, it is critical that the government not just pass laws, but that they also lead by example. That is exactly what Governor Hochul is doing by allocating Bond Act funds to decarbonize SUNY and CUNY campuses, including by building out thermal energy networks and investing in solar and EV charging infrastructure at some of the most polluting buildings the state owns. We applaud the Governor for reducing New York’s carbon footprint while also helping seed one of the most promising clean energy solutions we have for our large buildings and campuses.”

Building Decarbonization Coalition New York Director Lisa Dix said, “We applaud the Governor for this critical step forward in implementing the Decarbonization Leadership Program and the SUNY and CUNY campus decarbonization action plans to advance Thermal Energy Networks across our state. This funding and continued leadership is key to getting fifteen Thermal Energy Networks, shovel-ready projects by 2026. Thermal Energy Networks will advance new economic development, modernize our universities, create union jobs, help avoid costly grid upgrades, slash pollution in our communities and help achieve New York’s climate goals – all while building a thriving clean energy economy.”

New York State AFL-CIO President Mario Cilento said, “Thanks to Governor Hochul’s leadership, the potential of the Environmental Bond Act is now becoming a reality. These projects will be built union with robust labor standards, including prevailing rate, labor peace, and Buy American. As I said in 2022, when the delegates to the New York State AFL-CIO convention voted overwhelmingly to support the Environmental Bond Act ballot referendum, working together, we will decarbonize while establishing a solid foundation for union careers.”

New York State Building Trades President Gary LaBarbera said, “As New York looks to progress towards its climate goals, we must continue to fund clean energy initiatives that not only modernize our key institutions but also create thousands of good-paying careers for working class people. The investments from the Environmental Bond Act will help our SUNY and CUNY campuses operate in a greener and more environmentally friendly manner, generate more accessible pathways to the middle class for hardworking New Yorkers, and contribute to improving the experiences of everyone who attends and works at these colleges. We applaud Governor Hochul for supporting this investment and look forward to playing a role in pushing these climate adaptions forward.”

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. This 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 funding to SUNY and CUNY demonstrates the ways New York State’s continued commitment can be achieved, by deploying renewable energy, advancing clean transportation and building decarbonization, and exploring emerging technologies that can support decarbonization goals and economic development. 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 13, 2025
MIL-OSI: Brookfield Real Assets Income Fund Inc. Announces Portfolio Management Team Changes

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Feb. 12, 2025 (GLOBE NEWSWIRE) — Brookfield Public Securities Group LLC (“PSG”) today announced upcoming changes to the Brookfield Real Assets Income Fund Inc. (“RA” or the “Fund”) portfolio management team.

Riley O’Neal, CFA, Director of Risk Management, will join the portfolio management team for RA. Riley has been a member of PSG’s risk management team since joining the firm in 2016 and currently serves as director of risk management. To address current market dynamics, PSG believes it is critical that it continue to invest in the quantitative resources of the firm and align those resources with its investment teams. PSG believes Riley will bring a valuable quantitative analysis skillset to his role as co-portfolio manager for the Fund.

Paula Horn, PSG’s President and Chief Investment Officer, also will join the Fund’s portfolio management team. Paula brings 31 years of investment experience, a wealth of credit knowledge, valuable macro insights and facilitates connectivity across Brookfield. Both portfolio management team appointments will be effective on March 31, 2025.

Riley and Paula are joining Gaal Surugeon, Larry Antonatos and Chris Janus as Co-Portfolio Managers to the Fund. Riley, Paula, Gaal, Chris and Larry together will be responsible for all allocation decisions of the Fund. They will continue to leverage PSG’s deep expertise and investment capabilities across real asset sectors, capital structures and the liquidity spectrum to create diversified real asset solutions for investors.

Finally, PSG announced that Larry Antonatos, Co-Portfolio Manager to the Fund, is retiring after 14 successful years at Brookfield. Larry’s departure will be effective June 30, 2025. Larry will be available to ensure a smooth transition.

Contact information:

Investing involves risk; principal loss is possible.

A fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company. Read the prospectus carefully before investing.

Brookfield Real Assets Income Fund Inc. is distributed by Foreside Fund Services, LLC.

Quasar Distributors, LLC, provides filing administration for Brookfield Real Assets Income Fund Inc.

Brookfield Real Assets Income Fund Inc. is managed by Brookfield Public Securities Group LLC (PSG). The Fund uses its website as a channel of distribution of material information about the Fund. Financial and other material information regarding the Fund is routinely posted on and accessible at https://www.brookfieldoaktree.com/fund/brookfield-real-assets-income-fund-inc

The MIL Network –

February 13, 2025

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

Source: GlobeNewswire (MIL-OSI)

Returned to GAAP profitability with net income of $9 million in fourth quarter

Adjusted EBITDA of $41 million, up 315% year-over-year

Quarterly annualized net charge-off rate of 11.7%, lowest since third quarter of 2022

Total quarterly operating expenses of $89 million, reduced 31% year-over-year

Raising full year 2025 expectations

SAN CARLOS, Calif., Feb. 12, 2025 (GLOBE NEWSWIRE) — Oportun Financial Corporation (Nasdaq: OPRT) (“Oportun”, or the “Company”) reported financial results today for the fourth quarter and full year ended December 31, 2024.

“We finished the year stronger than anticipated and believe that we’ve turned the corner, well-poised to capitalize on our momentum and advance our strategic priorities into 2025 and beyond,” said Raul Vazquez, CEO of Oportun. “I’m pleased that we returned to GAAP profitability in the quarter by generating $9 million of net income, a $51 million year-over-year increase. Furthermore, fourth quarter Adjusted Net Income increased by $30 million year-over-year, while Adjusted EBITDA more than quadrupled, and we returned to originations growth at 19%. I am also pleased that we delivered quarterly GAAP and Adjusted Return on Equity (ROE) of 10% and 25%, respectively, demonstrating good progress towards consistently delivering annual ROE in the 20% to 28% range. Our focus on cost discipline and improved credit performance is continuing to yield tangible results, laying the foundation to return to growth in 2025. We’re raising our expectations for full year 2025 Adjusted EPS to $1.10 to $1.30 per share, which implies 53 to 81% growth.”

Fourth Quarter and Full Year 2024 Results

Metric	GAAP				Adjusted¹
	4Q24	4Q23	FY24	FY23	4Q24	4Q23²	FY24	FY23²
Total revenue	$251	$263	$1,002	$1,057
Net income (loss)	$9	$(42)	($79)	($180)	$22	$(8.2)	$29	$(71)
Diluted EPS	$0.20	$(1.09)	($1.95)	$(4.88)	$0.49	$(0.21)	$0.72	$(1.93)
Adjusted EBITDA					$41	$9.9	$105	$19
_{Dollars in millions, except per share amounts.}
_{¹See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.}
_{²Beginning 1Q24, we updated our calculations of Adjusted EBITDA and Adjusted Net Income (Loss). Prior periods presented here have been updated to reflect the prior period numbers on a comparable basis. See Appendix for non-GAAP reconciliation to the most comparable GAAP measure.}

Fourth Quarter 2024

Aggregate Originations were $522 million, a 19% increase compared to $437 million in the prior-year quarter
Portfolio Yield was 34.2%, an increase of 155 basis points compared to the 32.7% in prior-year quarter
Owned Principal Balance at end-of-period was $2.7 billion, a decrease of 8% compared to $2.9 billion in the prior-year quarter
Annualized Net Charge-Off Rate of 11.7%, a decrease of 55 basis points compared to 12.3% in the prior-year quarter
30+ Day Delinquency Rate of 4.8%, a decrease of 113 basis points compared to 5.9% for the prior-year quarter

Full Year 2024

Aggregate Originations were $1,775 million, a 2% decrease compared to $1,813 million in the prior year
Portfolio Yield was 33.5%, an increase of 125 basis points compared to 32.2% in the prior year
Annualized Net Charge-Off Rate of 12.0%, a decrease of 18 basis points compared to 12.2% in the prior year

Financial and Operating Results

All figures are as of or for the quarter ended December 31, 2024, unless otherwise noted.

Operational Drivers

Originations – Aggregate Originations for the fourth quarter were $522 million, an increase of 19% as compared to $437 million in the prior-year quarter as the Company returned to year-over-year growth for the first time in ten quarters. Aggregate Originations for full year 2024 were $1,775 million, a decrease of 2% as compared to $1,813 million in 2023.

Portfolio Yield – Portfolio Yield as of the end of fourth quarter was 34.2%, an increase of 155 basis points as compared to 32.7% in the prior-year quarter. Portfolio Yield for the full year 2024 was 33.5%, an increase of 125 basis points as compared to 32.2% in 2023.

Fourth Quarter 2024 Financial Results

Revenue – Total revenue for the fourth quarter of $251 million was a decrease of 4% as compared to $263 million in the prior-year quarter. The decrease was due to the November 12th sale of the Company’s credit card receivables portfolio and a decline in average daily principal balance in its personal loans portfolio. The decline in average daily principal balance was due to prior credit tightening actions, the revenue impact of which was partially offset by a 155 basis point increase in portfolio yield to 34.2%. Excluding the impact of the credit card receivables portfolio sale, the fourth quarter’s total revenue declined by only 2%.

Net revenue for the fourth quarter was $93 million, up 30% as compared to Net Revenue of $72 million in the prior-year quarter. Lower net charge-offs and non-cash fair value marks more than offset lower total revenue and higher interest expense. Excluding a one-time, non-cash write-off of $17 million of deferred financing fees relating to the Company’s November corporate debt refinancing, net revenue would have been up 53% year-over-year.

Operating Expenses and Adjusted Operating Expense¹ – For the fourth quarter, total operating expense was $89 million, a decrease of 31% as compared to $129 million in the prior-year quarter and below the $97.5 million the Company was targeting. The decrease is principally attributable to a combined set of cost reduction initiatives announced in 2023 and 2024. The fourth quarter 2024 figure includes approximately $6 million in one-time benefits, including those related to capitalization of previous accrued expenses associated with the Company’s debt refinancing, true-ups related to estimated costs of exiting the credit card product and other benefits management does not consider to be part of a normalized run rate. Without the benefit from these one-time items, operating expense would have been approximately $95 million, still below the $97.5 million target. Adjusted Operating Expense, which excludes stock-based compensation expense and certain non-recurring charges, decreased 17% year-over-year to $89 million.

Net Income (Loss) and Adjusted Net Income (Loss)¹ – Net income was $9 million as compared to a net loss of $42 million in the prior-year quarter. The increase in net income was attributable to the increase in net revenue and a decrease in operating expenses as a result of cost reduction initiatives. Adjusted Net Income was $22 million, as compared to Adjusted Net Loss of $8.2 million in the prior-year quarter. The increase in Adjusted Net Income was attributable higher net revenue and the decrease in operating expense.

Earnings (Loss) Per Share and Adjusted EPS¹ – GAAP earnings per share, basic and diluted, were both $0.20, as compared to basic and diluted loss per share of $1.09 each in the prior-year quarter. Adjusted earnings per share was $0.49 as compared to adjusted loss per share of $0.54 in the prior-year quarter.

Adjusted EBITDA¹ – Adjusted EBITDA was $41 million, up from $10 million in the prior-year quarter, driven by a significant reduction in operating expenses along with reduced charge-offs.

Full Year 2024 Financial Results

Revenue – Total revenue for the full year was $1.0 billion, a decrease of 5% as compared to total revenue of $1.1 billion in 2023. The decrease was due to decreased interest income attributable to a lower Average Daily Principal Balance including impact from the November sale of the credit card receivables portfolio and decreased non-interest income. Excluding the impact of the credit card receivables portfolio sale, full year total revenue declined by 4%.

Net revenue for the full year was $295 million, an increase of 5% compared to net revenue of $281 million in the prior year, primarily due to an improvement in net decrease in fair value, including reduced marks on asset backed notes and reduced charge-offs. This net revenue favorability was partially offset by an increase in interest expense, including a one-time, non-cash write-off of $17 million of deferred financing fees related to the Company’s debt financing in the fourth quarter, and the decline in total revenue.

Operating Expense and Adjusted Operating Expense¹ – For the full year, total operating expense was $410 million, a decrease of 23% as compared to $534 million in 2023, enabled by the cost reduction initiatives announced in 2023 and 2024. Adjusted Operating Expense, which excludes stock-based compensation expense and certain non-recurring charges, decreased 20% year-over-year to $381 million due to similar drivers.

Net Income (Loss) and Adjusted Net Income (Loss)¹ – Net loss was $79 million, as compared to a net loss of $180 million in 2023. Adjusted Net Income increased to $29 million, as compared to Adjusted Net Loss of $71 million in 2023. The improvements in net loss and Adjusted Net income were attributable to reduced operating expenses coupled with higher net revenue, including reduced charge-offs.

Earnings (Loss) Per Share and Adjusted EPS¹ – GAAP net loss per share, basic and diluted, were both $1.95 for the full year 2024 as compared to basic and diluted loss per share of $4.88 each in 2023. Adjusted earnings per share was $0.72 in 2024 as compared to an adjusted net loss per share of $1.93 in 2023.

Adjusted EBITDA¹ – Adjusted EBITDA was $105 million, an increase of $86 million , or 463% as compared to $19 million in 2023, also driven by reduced operating expenses coupled with higher net revenue, including reduced charge-offs.

Credit and Operating Metrics

Net Charge-Off Rate – The Annualized Net Charge-Off Rate for the fourth quarter was 11.7%, a 55 basis points reduction from 12.3% in the prior-year quarter, and 12.0% for the full year 2024, an 18 basis points reduction from 12.2% in 2023. Dollar Net Charge-offs for the quarter were down 12% to $80 million, compared to $91 million for the prior-year quarter, and down 9% to $331 million for the full year 2024, compared to $364 million for 2023.

30+ Day Delinquency Rate – The Company’s 30+ Day Delinquency Rate was 4.8% at the end of 2024, a 113 basis points improvement compared to 5.9% at the end of 2023.

Operating Expense Ratio and Adjusted Operating Expense Ratio¹ – Operating Expense Ratio for the quarter was 13.1% as compared to 17.5% in the prior-year quarter, a 434 basis points improvement. Adjusted Operating Expense Ratio was 13.1% as compared to 14.5% in the prior-year quarter, a 141 basis points improvement. For the full year 2024, Operating Expense Ratio was 14.8% as compared to 17.9% for 2023, a 302 basis points improvement. For the full year 2024, Adjusted Operating Expense Ratio was 13.8% as compared to 16.0% for 2023, a 224 basis points improvement. The Adjusted Operating Expense Ratio excludes stock-based compensation expense and certain non-recurring charges, such as expenses related to the credit card portfolio sale. The improvement in Adjusted Operating Expense Ratio is primarily attributable to the Company’s focus on reducing operating expenses, partially offset by a decrease in Average Daily Principal Balance due to prior credit tightening actions.

Return on Equity (“ROE”) and Adjusted ROE¹ – ROE for the quarter was 10%, as compared to (39)% in the prior-year quarter. The increase was attributable to the increase in net income. Adjusted ROE for the quarter was 25%, as compared to (8)% in the prior-year quarter. ROE for the full year 2024 was (21)%, as compared to (38)% for 2023. Adjusted ROE for the full year 2024 was 8%, as compared to (15)% for 2023.

_{¹ Beginning 1Q24, we updated our calculations of Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Operating Expense. To align with these updated calculations we also updated Adjusted EPS and Adjusted Return on Equity. Prior periods presented here have been updated to reflect the prior period numbers on a comparable basis. See Appendix for non-GAAP reconciliation to the most comparable GAAP measure.}

Other Products

Secured personal loans – As of December 31, 2024, the Company had a secured personal loan receivables balance of $162 million, up 38% from $117 million at the end of 2023, and up 15% quarter-over-quarter. Available only in California as of the end of 2023, Oportun now also offers secured personal loans in Texas, Florida, Arizona, New Jersey and Illinois. During 2024, secured personal loan losses ran approximately 500 basis points lower compared to unsecured personal loans, with fourth quarter revenue per loan approximately 75% higher due to larger average loan sizes.

Funding and Liquidity

As of December 31, 2024, total cash was $215 million, consisting of cash and cash equivalents of $60 million and restricted cash of $155 million. Cost of Debt and Debt-to-Equity were 8.0% and 7.9x, respectively, for and at the end of the fourth quarter 2024 as compared to 7.1% and 7.2x, respectively, for and at the end of the prior-year quarter. Cost of Debt and Debt-to-Equity were 7.8% and 7.9x, respectively, for and at the year ended December 31, 2024 as compared to 6.0% and 7.2x, respectively, for and at the year ended December 31, 2023. These fourth quarter and full year 2024 Cost of Debt figures exclude a $17 million non-cash write-off of deferred financing costs relating to the repayment of the Company’s prior corporate financing facility as part of a November refinancing. As of December 31, 2024, the Company had $227 million of undrawn capacity on its existing $766 million personal loan warehouse lines. The Company’s personal loan warehouse lines are committed through September 2027 and August 2028.

Financial Outlook for First Quarter and Full Year 2025

Oportun is providing the following guidance for 1Q 2025 and full year 2025 as follows:

	1Q 2025	Full Year 2025
Total Revenue	$225 – $230M	$945 – $970M
Annualized Net Charge-Off Rate	12.30% +/- 15 bps	11.5% +/- 50 bps
Adjusted EBITDA¹	$18 – $22M	$135 – $145M
Adjusted Net Income	—	$53 – $63M
Adjusted EPS	—	$1.10 – $1.30

_{¹ See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, including revised Adjusted EBITDA, and the table entitled “Reconciliation of Forward Looking Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.}

Chief Financial Officer & Chief Administration Officer Announces Retirement

On February 7, 2025, Mr. Jonathan Coblentz notified the Company that effective March 28, 2025, he plans to retire from his role as Chief Financial Officer (“CFO”) and Chief Administrative Officer (“CAO”) of the Company. Mr. Coblentz has served as the Company’s CFO since 2009.

Mr. Coblentz will continue in his CFO and CAO roles until March 28th to support a smooth transition to Casey Mueller, the Company’s Principal Accounting Officer and Global Controller, who, following Mr. Coblentz’s departure will serve as our interim CFO. The Company has retained an executive search firm to conduct a thorough search process to identify Mr. Coblentz’s successor, considering both internal and external candidates.

Mr. Mueller is 43 years old and has served as Global Controller since joining the Company in 2018 and assumed the role of Principal Accounting Officer in 2022. Prior to joining the Company, Mr. Mueller held various leadership roles of increasing scope and responsibility within finance at OneMain Financial from 2013 to 2018. Mr. Mueller also previously served as Audit Manager at Deloitte LLP, a public accounting firm, which currently serves as the Company’s auditor. Mr. Mueller is a Certified Public Accountant and received a B.S. in Accounting and Master of Accountancy from Brigham Young University.

Conference Call

As previously announced, Oportun’s management will host a conference call to discuss fourth quarter 2024 results at 5:00 p.m. ET (2:00 p.m. PT) today. A live webcast of the call will be accessible from the Investor Relations page of Oportun’s website at https://investor.oportun.com. The dial-in number for the conference call is 1-866-604-1698 (toll-free) or 1-201-389-0844 (international). Participants should call in 10 minutes prior to the scheduled start time. Both the call and webcast are open to the general public. For those unable to listen to the live broadcast, a webcast replay of the call will be available at https://investor.oportun.com for one year. A file that includes supplemental financial information and reconciliations of certain non-GAAP measures to their most directly comparable GAAP measures, will be available on the Investor Relations page of Oportun’s website at https://investor.oportun.com following the conference call.

About Non-GAAP Financial Measures

This press release presents information about the Company’s Adjusted Net Income (Loss), Adjusted EPS, Adjusted EBITDA, Adjusted Operating Expense, Adjusted Operating Efficiency, Adjusted Operating Expense Ratio, and Adjusted ROE, all of which are non-GAAP financial measures provided as a supplement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company believes these non-GAAP measures can be useful measures for period-to-period comparisons of its core business and provide useful information to investors and others in understanding and evaluating its operating results. Non-GAAP financial measures are provided in addition to, and not as a substitute for, and are not superior to, financial measures calculated in accordance with GAAP. In addition, the non-GAAP measures the Company uses, as presented, may not be comparable to similar measures used by other companies. Reconciliations of non-GAAP to GAAP measures can be found below.

About Oportun

Oportun (Nasdaq: OPRT) is a mission-driven financial services company that puts its members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, Oportun empowers members with the confidence to build a better financial future. Since inception, Oportun has provided more than $19.7 billion in responsible and affordable credit, saved its members more than $2.4 billion in interest and fees, and helped its members save an average of more than $1,800 annually. For more information, visit Oportun.com.

Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements as to future performance, results of operations and financial position; achievement of the Company’s strategic priorities and goals; expectations regarding the departure of the Company’s CFO and CAO and regarding its interim CFO; the Company’s expectations regarding macroeconomic conditions; the Company’s profitability and future growth opportunities; the effect of and trends in fair value mark-to-market adjustments on the Company’s loan portfolio and asset-backed notes; the Company’s first quarter and full year 2025 outlook; the Company’s expectations regarding Adjusted EPS in full year 2025; the Company’s expectations related to future profitability on an adjusted basis, and the plans and objectives of management for our future operations, are forward-looking statements. These statements can be generally identified by terms such as “expect,” “plan,” “goal,” “target,” “anticipate,” “assume,” “predict,” “project,” “outlook,” “continue,” “due,” “may,” “believe,” “seek,” or “estimate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These forward-looking statements speak only as of the date on which they are made and, except to the extent required by federal securities laws, Oportun disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause Oportun’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Oportun has based these forward-looking statements on its current expectations and projections about future events, financial trends and risks and uncertainties that it believes may affect its business, financial condition and results of operations. These risks and uncertainties include those risks described in Oportun’s filings with the Securities and Exchange Commission, including Oportun’s most recent annual report on Form 10-K, and include, but are not limited to, Oportun’s ability to retain existing members and attract new members; Oportun’s ability to accurately predict demand for, and develop its financial products and services; the effectiveness of Oportun’s A.I. model; macroeconomic conditions, including fluctuating inflation and market interest rates; increases in loan non-payments, delinquencies and charge-offs; Oportun’s ability to increase market share and enter into new markets; Oportun’s ability to realize the benefits from acquisitions and integrate acquired technologies; the risk of security breaches or incidents affecting the Company’s information technology systems or those of the Company’s third-party vendors or service providers; Oportun’s ability to successfully offer loans in additional states; Oportun’s ability to compete successfully with other companies that are currently in, or may in the future enter, its industry; and changes in Oportun’s ability to obtain additional financing on acceptable terms or at all.

Contacts

Investor Contact
Dorian Hare
(650) 590-4323
ir@oportun.com

Media Contact
Michael Azzano
Cosmo PR for Oportun
(415) 596-1978
michael@cosmo-pr.com

Oportun and the Oportun logo are registered trademarks of Oportun, Inc.

Oportun Financial Corporation
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data, unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Revenue
Interest income	$	233.5		$	242.2		$	925.5		$	963.5
Non-interest income		17.5			20.5			76.3			93.4
Total revenue		250.9			262.6			1,001.8			1,056.9
Less:
Interest expense		73.7			52.0			238.2			179.4
Net decrease in fair value		(83.9	)		(138.5	)		(468.4	)		(596.8	)
Net revenue		93.4			72.1			295.2			280.7

Operating expenses:
Technology and facilities		37.9			54.8			166.2			219.4
Sales and marketing		17.3			18.1			67.0			75.3
Personnel		19.7			25.1			87.2			121.8
Outsourcing and professional fees		8.1			11.2			36.8			45.4
General, administrative and other		6.4			20.2			53.2			72.4
Total operating expenses		89.5			129.4			410.4			534.3

Income (loss) before taxes		3.9			(57.3	)		(115.2	)		(253.7	)
Income tax benefit		(4.8	)		(15.5	)		(36.5	)		(73.7	)
Net income (loss)	$	8.7		$	(41.8	)	$	(78.7	)	$	(180.0	)

Diluted Earnings (Loss) per Common Share	$	0.20		$	(1.09	)	$	(1.95	)	$	(4.88	)
Diluted Weighted Average Common Shares		43,550,693			38,485,406			40,356,025			36,875,950

Note: Numbers may not foot or cross-foot due to rounding.

Oportun Financial Corporation
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, unaudited)

	December 31,			December 31,
		2024			2023
Assets
Cash and cash equivalents	$	60.0		$	91.2
Restricted cash		154.7			114.8
Loans receivable at fair value		2,778.5			2,962.4
Capitalized software and other intangibles		86.6			114.7
Right of use assets – operating		9.8			21.1
Other assets		137.6			107.7
Total assets	$	3,227.1		$	3,411.9

Liabilities and stockholders’ equity
Liabilities
Secured financing	$	535.5		$	290.0
Asset-backed notes at fair value		1,080.7			1,780.0
Asset-backed borrowings at amortized cost		984.3			581.5
Acquisition and corporate financing		203.8			258.7
Lease liabilities		18.2			28.4
Other liabilities		50.9			68.9
Total liabilities		2,873.3			3,007.5
Stockholders’ equity
Common stock		—			—
Common stock, additional paid-in capital		612.6			584.6
Accumulated deficit		(252.5	)		(173.8	)
Treasury stock		(6.3	)		(6.3	)
Total stockholders’ equity		353.8			404.4
Total liabilities and stockholders’ equity	$	3,227.1		$	3,411.9

Note: Numbers may not foot or cross-foot due to rounding.

Oportun Financial Corporation
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions, unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Cash flows from operating activities
Net income (loss)	$	8.7		$	(41.8	)	$	(78.7	)	$	(180.0	)
Adjustments for non-cash items		100.4			139.0			498.0			585.3
Proceeds from sale of loans in excess of originations of loans sold and held for sale		0.2			2.9			4.5			8.5
Changes in balances of operating assets and liabilities		(17.9	)		6.2			(30.3	)		(21.1	)
Net cash provided by operating activities		91.4			106.3			393.5			392.8

Cash flows from investing activities
Net loan principal repayments (loan originations)		(101.7	)		(91.8	)		(228.1	)		(257.5	)
Proceeds from loan sales originated as held for investment		51.7			1.3			54.5			4.1
Capitalization of system development costs		(6.1	)		(6.1	)		(19.2	)		(31.3	)
Other, net		(0.3	)		(0.2	)		(0.9	)		(1.4	)
Net cash used in investing activities		(56.4	)		(96.8	)		(193.7	)		(286.2	)

Cash flows from financing activities
Borrowings		691.2			429.4			1,736.7			945.5
Repayments		(740.1	)		(432.1	)		(1,927.7	)		(1,047.1	)
Net stock-based activities		—			(0.4	)		(0.3	)		(2.7	)
Net cash used in financing activities		(48.9	)		(3.1	)		(191.2	)		(104.4	)

Net increase (decrease) in cash and cash equivalents and restricted cash		(13.9	)		6.4			8.6			2.2
Cash and cash equivalents and restricted cash beginning of period		228.5			199.6			206.0			203.8
Cash and cash equivalents and restricted cash end of period	$	214.6		$	206.0		$	214.6		$	206.0

Note: Numbers may not foot or cross-foot due to rounding.

Oportun Financial Corporation
CONSOLIDATED KEY PERFORMANCE METRICS
(unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
Key Financial and Operating Metrics		2024			2023			2024			2023
Aggregate Originations (Millions)	$	522.2		$	437.3		$	1,775.3		$	1,813.1
Portfolio Yield (%)		34.2	%		32.7	%		33.5	%		32.2	%
30+ Day Delinquency Rate (%)		4.8	%		5.9	%		4.8	%		5.9	%
Annualized Net Charge-Off Rate (%)		11.7	%		12.3	%		12.0	%		12.2	%

Other Metrics
Managed Principal Balance at End of Period (Millions)	$	2,973.5		$	3,182.1		$	2,973.5		$	3,182.1
Owned Principal Balance at End of Period (Millions)	$	2,678.2		$	2,904.7		$	2,678.2		$	2,904.7
Average Daily Principal Balance (Millions)	$	2,714.4		$	2,940.5		$	2,766.6		$	2,992.6

Note: Numbers may not foot or cross-foot due to rounding.

Oportun Financial Corporation
ABOUT NON-GAAP FINANCIAL MEASURES
(unaudited)

This press release dated February 12, 2025 contains non-GAAP financial measures. The following tables reconcile the non-GAAP financial measures in this press release to the most directly comparable financial measures prepared in accordance with GAAP.

The Company believes that the provision of these non-GAAP financial measures can provide useful measures for period-to-period comparisons of Oportun’s core business and useful information to investors and others in understanding and evaluating its operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same names, and may differ from non-GAAP financial measures with the same or similar names that are used by other companies.

As previously announced on March 12, 2024, beginning with the quarter ended March 31, 2024 the Company has updated it’s calculation of Adjusted EBITDA and Adjusted Net Income for all periods. To align with these updated calculations the Company also updated Adjusted Operating Efficiency, Adjusted EPS and Adjusted Return on Equity. Comparable prior period Non-GAAP financial measures are included in addition to the previously reported metrics.

Adjusted EBITDA
The Company defines Adjusted EBITDA as net income, adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted EBITDA is an important measure because it allows management, investors and its board of directors to evaluate and compare operating results, including return on capital and operating efficiencies, from period to period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of Oportun’s business, as it removes the effect of income taxes, certain non-cash items, variable charges and timing differences.

The Company believes it is useful to exclude the impact of income tax expense, as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations.
The Company believes it is useful to exclude depreciation and amortization and stock-based compensation expense because they are non-cash charges.
The Company believes it is useful to exclude the impact of interest expense associated with the Company’s corporate financing facilities, including the senior secured term loan and the residual financing facility, as it views this expense as related to its capital structure rather than its funding.
The Company excludes the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
The Company also excludes fair value mark-to-market adjustments on its loans receivable portfolio and asset-backed notes carried at fair value because these adjustments do not impact cash.

Adjusted Net Income
The Company defines Adjusted Net Income as net income adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted Net Income is an important measure of operating performance because it allows management, investors, and the Company’s board of directors to evaluate and compare its operating results, including return on capital and operating efficiencies, from period to period, excluding the after-tax impact of non-cash, stock-based compensation expense and certain non-recurring charges.

The Company believes it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations. The Company also includes the impact of normalized income tax expense by applying a normalized statutory tax rate.
The Company believes it is useful to exclude the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect its ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
The Company believes it is useful to exclude stock-based compensation expense because it is a non-cash charge.
The Company also excludes the fair value mark-to-market adjustment on its asset-backed notes carried at fair value to align with the 2023 accounting policy decision to account for new debt financings at amortized cost.

Adjusted Operating Expense, Adjusted Operating Efficiency and Adjusted Operating Expense Ratio
The Company defines Adjusted Operating Expense as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges. Other non-recurring charges include litigation reserve, impairment charges, and debt amendment costs related to our Corporate Financing facility. The Company defines Adjusted Operating Efficiency as Adjusted Operating Expense divided by total revenue. The Company defines Adjusted Operating Expense Ratio as Adjusted Operating Expense divided by Average Daily Principal Balance. The Company believes Adjusted Operating Expense is an important measure because it allows management, investors and Oportun’s board of directors to evaluate and compare its operating costs from period to period, excluding the impact of non-cash, stock-based compensation expense and certain non-recurring charges. The Company believes Adjusted Operating Efficiency and Adjusted Operating Expense Ratio are important measures because they allow management, investors and Oportun’s board of directors to evaluate how efficiently the Company is managing costs relative to revenue and Average Daily Principal Balance.

Adjusted Return on Equity
The Company defines Adjusted Return on Equity (“ROE”) as annualized Adjusted Net Income divided by average stockholders’ equity. Average stockholders’ equity is an average of the beginning and ending stockholders’ equity balance for each period. The Company believes Adjusted ROE is an important measure because it allows management, investors and its board of directors to evaluate the profitability of the business in relation to its stockholders’ equity and how efficiently it generates income from stockholders’ equity.

Adjusted EPS
The Company defines Adjusted EPS as Adjusted Net Income divided by weighted average diluted shares outstanding.

Oportun Financial Corporation
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in millions, unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
Adjusted EBITDA		2024			2023			2024			2023
Net income (Loss)	$	8.7		$	(41.8	)	$	(78.7	)	$	(180.0	)
Adjustments:
Income tax benefit		(4.8	)		(15.5	)		(36.5	)		(73.7	)
Interest on corporate financing		11.4			14.6			51.1			51.8
Depreciation and amortization		12.5			13.8			52.2			54.9
Stock-based compensation expense		2.8			4.8			13.1			18.0
Workforce optimization expenses		0.1			6.8			3.1			22.5
Other non-recurring charges ⁽¹⁾		14.2			10.8			31.0			15.5
Fair value mark-to-market adjustment		(4.0	)		16.4			69.3			109.5
Adjusted EBITDA⁽²⁾	$	41.0		$	9.9		$	104.5		$	18.6

	Three Months Ended December 31,						Twelve Months Ended December 31,
Adjusted Net Income		2024			2023			2024			2023
Net income (Loss)	$	8.7		$	(41.8	)	$	(78.7	)	$	(180.0	)
Adjustments:
Income tax benefit		(4.8	)		(15.5	)		(36.5	)		(73.7	)
Stock-based compensation expense		2.8			4.8			13.1			18.0
Workforce optimization expenses		0.1			6.8			3.1			22.5
Other non-recurring charges ⁽¹⁾		14.2			10.8			31.0			15.5
Net decrease in fair value of credit cards receivable		—			—			36.2			—
Mark-to-market adjustment on ABS notes		8.5			23.6			72.1			100.0
Adjusted income before taxes		29.5			(11.3	)		40.2			(97.7	)
Normalized income tax expense		8.0			(3.0	)		10.8			(26.4	)
Adjusted Net Income (Loss) ⁽³⁾	$	21.5		$	(8.2	)	$	29.3		$	(71.3	)

Stockholders’ equity	$	353.8		$	404.4		$	353.8		$	404.4
GAAP ROE		10.2	%	(39.2		)%	(20.8		)%	(37.8		)%
Adjusted ROE (%) ⁽⁴⁾		25.2	%	(7.7		)%		7.7	%	(15.0		)%

Note: Numbers may not foot or cross-foot due to rounding.
_{⁽¹⁾ Certain prior-period financial information has been reclassified to conform to current period presentation.}
_{⁽²⁾ Our calculation of Adjusted EBITDA was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted EBITDA shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $6.1 million and $1.7 million, respectively.}
_{⁽³⁾ Our calculation of Adjusted Net Income (Loss) was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted Net Income (Loss) shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $(20.6) million and $(124.1) million, respectively.}
_{⁽⁴⁾ Calculated as Adjusted Net Income (Loss) divided by average stockholders’ equity. ROE has been annualized. Due to the Adjusted Net Income (Loss) revisions in Q1 2024, the Q4 2023 and FY 2023 Adjusted ROE values would have been (19.3)% and (26.1)%, respectively.}

Oportun Financial Corporation
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in millions, unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
Adjusted Operating Efficiency		2024			2023			2024			2023
Operating Efficiency		35.7	%		49.3	%		41.0	%		50.6	%
Total Revenue	$	250.9		$	262.6		$	1,001.8		$	1,056.9

Total Operating Expense	$	89.5		$	129.4		$	410.4		$	534.3
Adjustments:
Stock-based compensation expense		(2.8	)		(4.8	)		(13.1	)		(18.0	)
Workforce optimization expenses		(0.1	)		(6.8	)		(3.1	)		(22.5	)
Other non-recurring charges ⁽¹⁾		2.6			(10.5	)		(12.9	)		(14.4	)
Total Adjusted Operating Expense	$	89.2		$	107.3		$	381.3		$	479.4

Adjusted Operating Efficiency⁽²⁾		35.5	%		40.9	%		38.1	%		45.4	%

Average Daily Principal Balance	$	2,714.4		$	2,940.5		$	2,766.6		$	2,992.6

OpEx Ratio		13.1	%		17.5	%		14.8	%		17.9	%
Adjusted OpEx Ratio		13.1	%		14.5	%		13.8	%		16.0	%

Oportun Financial Corporation
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in millions, except share and per share data, unaudited)

	Three Months Ended December 31,					Twelve Months Ended December 31,
GAAP Earnings (loss) per Share		2024		2023			2024			2023
Net income (loss)	$	8.7	$	(41.8	)	$	(78.7	)	$	(180.0	)
Net income (loss) attributable to common stockholders	$	8.7	$	(41.8	)	$	(78.7	)	$	(180.0	)

Basic weighted-average common shares outstanding		42,720,229		38,485,406			40,356,025			36,875,950
Weighted average effect of dilutive securities:
Stock options		—		—			—			—
Restricted stock units		830,464		—			—			—
Diluted weighted-average common shares outstanding		43,550,693		38,485,406			40,356,025			36,875,950

Earnings (loss) per share:
Basic	$	0.20	$	(1.09	)	$	(1.95	)	$	(4.88	)
Diluted	$	0.20	$	(1.09	)	$	(1.95	)	$	(4.88	)

	Three Months Ended December 31,					Twelve Months Ended December 31,
Adjusted Earnings (loss) Per Share		2024		2023			2024			2023
Diluted earnings (loss) per share	$	0.20	$	(1.09	)	$	(1.95	)	$	(4.88	)

Adjusted Net Income	$	21.5	$	(8.2	)	$	29.3		$	(71.3	)

Basic weighted-average common shares outstanding		42,720,229		38,485,406			40,356,025			36,875,950
Weighted average effect of dilutive securities:
Stock options		—		—			—			—
Restricted stock units		830,464		—			500,705			—
Diluted adjusted weighted-average common shares outstanding		43,550,693		38,485,406			40,856,730			36,875,950

Adjusted Earnings (loss) Per Share⁽¹⁾	$	0.49	$	(0.21	)	$	0.72		$	(1.93	)

Note: Numbers may not foot or cross-foot due to rounding.
_{⁽¹⁾ Our calculation of Adjusted Net Income (Loss) was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted EPS shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $(0.54) and $(3.37), respectively.}

Oportun Financial Corporation
RECONCILIATION OF FORWARD LOOKING NON-GAAP FINANCIAL MEASURES
(in millions, unaudited)

	1Q 2025								FY 2025
	Low				High				Low		High
Adjusted EBITDA
Net (loss)	$	(5.4	)	*	$	(2.2	)	*	$	23.2	$	33.4
Adjustments:
Income tax expense (benefit)		(1.3	)			(0.5	)			6.3		9.0
Interest on corporate financing		9.2				9.2				36.7		36.7
Depreciation and amortization		10.6				10.6				40.6		40.6
Stock-based compensation expense		3.5				3.5				15.0		15.0
Other non-recurring charges		1.4				1.4				5.8		5.8
Fair value mark-to-market adjustment	*				*					7.4		4.4
Adjusted EBITDA	$	18.0			$	22.0			$	135.0	$	145.0

*Due to the uncertainty in macroeconomic conditions and quarterly volatility in the fair value mark to market adjustment, we are unable to precisely forecast the fair value mark-to-market adjustments on our loan portfolio and asset-backed notes on a quarterly basis.

	FY 2025
Adjusted Net Income and Adjusted EPS	Low		High
Net income	$	23.2	$	33.4
Adjustments:
Income tax expense (benefit)		6.3		9.0
Stock-based compensation expense		15.0		15.0
Other non-recurring charges		5.8		5.8
Mark-to-market adjustment on ABS notes		22.3		22.3
Adjusted income before taxes	$	72.6	$	85.6
Normalized income tax expense		19.6		23.1
Adjusted Net Income	$	53.0	$	62.5

Diluted weighted-average common shares outstanding		48.2		48.2

Diluted earnings per share	$	0.48	$	0.69
Adjusted Earnings Per Share	$	1.10	$	1.30

Note: Numbers may not foot or cross-foot due to rounding.

The MIL Network –

February 13, 2025

MIL-OSI: Clairvest Reports Fiscal 2025 Third Quarter Results

Source: GlobeNewswire (MIL-OSI)

TORONTO, Feb. 12, 2025 (GLOBE NEWSWIRE) — Clairvest Group Inc. (TSX: CVG) today reported results for the fiscal 2025 third quarter and nine months ended December 31, 2024. (All figures are in Canadian dollars unless otherwise stated)

Highlights

December 31, 2024 book value was $1,234.3 million or $86.78 per share compared with $1,196.9 million or $84.06 per share as at September 30, 2024
Net income for the quarter ended December 31, 2024 was $38.5 million or $2.70 per share
Net income for the nine months ended December 31, 2024 was $101.3 million of $7.00 per share
Clairvest and Clairvest Equity Partners VII (“CEP VII”) invested in Redstone Food Group
Clairvest and Clairvest Equity Partners III (“CEP III”) sold its investment in Chilean Gaming Holdings

Clairvest’s book value was $1,234.3 million or $86.78 per share as at December 31, 2024, compared with $1,196.9 million or $84.06 per share as at September 30, 2024. For the quarter ended December 31, 2024, Clairvest recorded net income of $38.5 million, or $2.70 per share, which was driven by the realization of its investment in Chilean Gaming Holdings, a net increase in the valuation of Clairvest’s private equity investment portfolio and net foreign exchange gains due to material weakness in the Canadian dollar as the Company has various assets in foreign currencies which are not hedged against the Canadian dollar.

For the nine months ended December 31, 2024, the net income was $101.3 million, or $7.00 per share.

In November 2024, and as previously announced, Clairvest together with CEP VII made a $42.1 million minority preferred equity investment in Redstone Food Group, a leading commercial bakery of bread and bakery products, focused on the in-store bakery segment. Clairvest’s portion of the investment was $10.5 million. Redstone Food Group is the first investment of CEP VII’s US$1.2 billion investment program, which commenced on April 1, 2024.

In November 2024, Chilean Gaming Holdings, an acquisition entity for Clairvest, CEP III and other co-investors, sold its ownership interests in various casino properties in Chile. Proceeds on the sale totalled $41 million for Clairvest, compared with a cost of $28 million. There may be additional cash proceeds on this realization which are subject to certain conditions and are not expected to be material. Clairvest made its initial investment in Chilean Gaming Holdings in January 2008, and its realization represents the sale of the last investment of CEP III.

“This past quarter was a productive one for Clairvest, highlighted by a new investment and a portfolio realization. We are pleased to partner with Rob Wheeler, an entrepreneur who shares our vision for growth, and we look forward to supporting Redstone Food Group in its next chapter. Additionally, we completed the sale of a legacy portfolio company, enabling our team to focus on value creation within our existing investments and on the strategic deployment of capital in CEP VII. This sale also concluded the CEP III investment program which generated a net return of 2.5x and a 17% IRR for our third-party investors, making this another top quartile fund for Clairvest,” said Ken Rotman, CEO of Clairvest.

Summary of Financial Results – Unaudited

Financial Results	Quarter ended			Nine months ended
	December 31			December 31
	2024	2023		2024	2023
($000’s, except per share amounts)	$	$		$	$
Net investment gain (loss)	22,304	(19,116	)	3,810	(41,409	)
Net carried interest from Clairvest Equity Partners III and IV	2,930	892		4,461	2,695
Distributions, interest income, dividends and fees	27,250	14,319		137,678	40,439
Total expenses, excluding income taxes	6,154	2,168		28,194	38,232
Net income (loss) and comprehensive income (loss)	38,450	(4,950	)	101,321	(29,456	)
Basic and fully diluted net income (loss) per share	2.70	(0.34	)	7.00	(1.97	)

Financial Position	December 31	March 31,
Financial Position	2024	2024
($000’s, except share information and per share amounts)	$	$
Total assets	1,408,658	1,342,139
Total cash, cash equivalents, temporary investments and restricted cash	305,444	330,193
Carried interest from Clairvest Equity Partners III and IV	48,809	52,188
Corporate investments⁽¹⁾	927,853	870,660
Total liabilities	174,309	165,842
Management participation from Clairvest Equity Partners III and IV	37,764	41,506
Book value⁽²⁾	1,234,349	1,176,297
Common shares outstanding	14,223,531	14,673,701
Book value per share⁽²⁾	86.78	80.16

⁽¹⁾ Includes carried interest of $133,597 (March 31: $143,617) and management participation of $98,788 (March 31: $103,740) from Clairvest Equity Partners V and VI, and $168,351 (March 31: $90,973) in cash, cash equivalents and temporary investments held by Clairvest’s acquisition entities.
⁽²⁾ Book value is a Non-IFRS measure calculated as the value of total assets less the value of total liabilities.

Clairvest’s third quarter fiscal 2025 financial statements and MD&A are available on the SEDAR website at www.sedar.com and the Clairvest website at www.clairvest.com.

About Clairvest
Clairvest’s mission is to partner with entrepreneurs to help them build strategically significant businesses. Founded in 1987 by a group of successful Canadian entrepreneurs, Clairvest is a top performing private equity management firm with over CAD $4.6 billion of capital under management. Clairvest invests its own capital and that of third parties through the Clairvest Equity Partners limited partnerships in owner-led businesses. Under the current management team, Clairvest has initiated investments in 67 different platform companies and generated top quartile performance over an extended period.

Contact Information
Stephanie Lo
Director of Investor Relations and Marketing
Clairvest Group Inc.
Tel: (416) 925-9270
Fax: (416) 925-5753
stephaniel@clairvest.com

Forward-looking Statements
This news release contains forward-looking statements with respect to Clairvest Group Inc., its subsidiaries, its CEP limited partnerships and their investments. These statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Clairvest, its subsidiaries, its CEP limited partnerships and their investments to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general and economic business conditions and regulatory risks. Clairvest is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.

www.clairvest.com

The MIL Network –

February 13, 2025

MIL-OSI United Nations: Policies to Bolster Social Resilience in Context of More Frequent, Complex Crises among Topics Discussed, as Commission for Social Development Continues Session

Source: United Nations General Assembly and Security Council

During one of two round-table discussions held today by the Commission for Social Development, panelists emphasized the importance of governance, preparedness and investment in human capital to strengthen “social resilience” — the ability of individuals and societies to prevent, absorb, adapt and recover positively from crises.

The Commission — established in 1946 by the Economic and Social Council as one of its functional commissions — advises the United Nations on social development issues, and its sixty-third session will run through 14 February.

The first panel discussion, titled “Policies to bolster social resilience in the context of more frequent and complex crises”, featured presentations that together offered a comprehensive understanding of the multidimensional nature of resilience and the policy actions needed to reinforce it.

“The sixty-third session of the Commission for Social Development comes at a pivotal time as we reflect on the legacies of the World Summit for Social Development held three decades ago in Copenhagen,” said Moderator Angela Kawandami, Permanent Secretary at the Ministry of Community Development and Social Services of Zambia. While the principles of social inclusion, poverty eradication and equity remain as vital as possible, the global landscape has transformed significantly, presenting new and compounding challenges that demand urgent and innovative solutions today, she said, adding that crises — more frequent, interconnected and complex, spanning geopolitical, economic, health and environmental spheres — are testing the resilience of societies and institutions.

Meir Bing, Chief Executive Officer at the Open University of Israel, presented a case study of building resilience in minority populations in his country, where the number of minority students in higher education more than doubled in the last decade. He said that a year ago, he was General Director of the Ministry of Social Equality in charge of minorities. Of the 10 million people in his country, 2 million are religious and ethnical minority groups, including Muslim, Christian and Druze, he said, adding that many of them are young and face socioeconomic challenges.

He highlighted the three keys to building resilience in vulnerable populations: fostering trust between Government and social and business sectors; enhancing infrastructure and public services; and creating communities. Sharing how educational and other infrastructure and socioeconomic projects are expanded in the country’s local communities, he said that the percentage of students from minority groups in bachelor’s degree programmes increased from 10 per cent in 2010 to nearly 20 per cent in 2023.

Marek Kamiński, explorer and founder of the Kaminski Foundation, said that during his expeditions, he learned that physical strength isn’t enough, stating: “The real fight happens in the mind, with fear and doubt. We all need to ask, are we strong enough inside to face the challenges ahead?” Today’s world needs practical solutions to help people handle crises. That’s why he created LifePlan Academy, a programme that teaches mental resilience, stress management and how to adapt to challenges. It’s a practical tool that works in any country with any culture, he said, stressing: “With the right tools and support, anyone can overcome challenges and achieve their goals.”

Michael Woolcock, Lead Social Scientist in the Development Research Group at the World Bank, said that development policies are as effective as the shared legitimacy they enjoy. Development policies will struggle, where societal groups despise one another, where elite factions use lies and violence to secure power, where there is little coherence or trust between local and national authority, and where Governments reject international law and covenants to which they are a signatory. “So all these nice policies that we come up with — unless they can engage with these local contexts and imbue them with the legitimacy they need to do their difficult work — are probably going to struggle,” he said.

Obiageli Ezekwesili, President of Human Capital Africa, founder of the School of Politics Policy and Governance, and Senior Economic Adviser at the Africa Economic Development Policy Initiative, said that “democracy is in crisis more than it had ever been”. The power of society to be resilient depends on how everyone feels cared for within society. Today’s democratic processes are exclusionary in many ways. That’s because the tiny fraction of people who exercise political leadership in many countries have become monopoly democrats. “We must fix politics,” she said, noting a strong correlation between the quality of politics and economic performance. “Let’s keep an eye on the United States of America,” she added.

Michael Woolcock, Lead Social Scientist, World Bank, served as moderator for the second panel, which focused on “Universal rights-based social protection systems that adapt to evolving risks and support social resilience”. “For our present purposes, we are going to recognize that social resilience refers to the capacity of individuals and societies to prevent, resist, absorb, adapt, respond and recover positively, efficiently and effectively when faced with a wide range of long-term prospects for sustainable development, peace and security, human rights and well-being for all,” he said before commencing the panel discussion.

Danilo Türk, President of Club de Madrid and former President of Slovenia, stressed the need to make sure that social development is guided in a way that promotes the full realization of human rights. “This means adopting an approach which anticipates and addresses the vulnerabilities of people,” he went on to stress. That must include the consequences of climate change and its effect on populations, especially those vulnerable to displacement. Innovations like digital cash transfers, mobile health services and data driven risk assessment can significantly improve service delivery, particularly for marginalized and remote populations. Social protection systems must consider the interests of vulnerable segments of societies, particularly women, youth, older people and persons with disabilities.

Angela Chomba Kawandami, Permanent Secretary at the Ministry of Community Development and Social Services, Zambia, said that social protection systems are central to addressing vulnerabilities, reducing poverty and mitigating the impacts of various risks such as climate change, pandemics and economic crises. “Social protection systems in Zambia are designed to address both short-term needs and long-term vulnerabilities,” she added. These systems include cash transfers, food assistance and social insurance schemes. “The goal is to ensure that individuals, especially those in our rural areas, older persons, persons with disabilities and other vulnerable groups, have access to basic services and support mechanisms,” she emphasized. Zambia’s social protection programmes aim to reduce vulnerability by providing financial support to households living below the poverty line. Climate change is also included into Zambia’s protection system as the phenomenon poses an increasing threat with more frequent droughts and floods.

Héctor Ramón Cárdenas Molinas, Executive Director of the Technical Unit of the Social Cabinet of the President of Paraguay, said that extreme weather events cause major damage and loss. “Most of them are linked to climate events,” he said, noting their high economic and social impact. Exposure depends not only on geographic location but also on the development policies and adaptation measures taken to mitigate the risks of climate change. “It is absolutely essential that we integrate policies and strategies that promote sustainable and resilient development,” he said. Underscoring other initiatives in health, education and poverty eradication, he said Paraguay aims to ensure that services meet very high standards in terms of efficiency and effectiveness. “The main challenge remains financing,” he added.

Edgilson Tavares de Araújo, Ministry of Development and Social Assistance, Brazil, said that Brazil’s social protection system is based on the principles of universality, equity and democracy. “Since 2023, we have seen a drop of 84 per cent in severe food insecurity, according to a 2024 UN survey,” he added. With the creation of a global alliance to fight hunger and poverty, Brazil hopes to continue to make progress. A strong State working with a healthy civil society must be resilient to truly transform society. “We are increasing our budgetary commitments and broadening our global alliance to combat hunger and poverty,” he went on to say. Brazil is committed to providing decent employment and “an economy of solidarity” which can help build social resilience. “Being protected means having someone to rely on,” he added.

MIL OSI United Nations News –

February 13, 2025
MIL-OSI New Zealand: Universities – Deep dive on deep-water reefs finds new marine species – Vic

Source: Te Herenga Waka—Victoria University of Wellington

Marine researchers from Te Herenga Waka—Victoria University of Wellington have discovered a species of sea squirt that is thought to be new to science.

The sea squirt was found off Rakiura Stewart Island while the researchers were exploring marine communities that live on the area’s deep-water reefs.

“We were off Port Pegasus at the southern end of Rakiura and we could see all these really unusual ‘egg’ shapes on the seafloor. Closer inspection revealed they were large, 30 cm tall sea squirts that we haven’t found in any other part of Aotearoa,” said Professor James Bell, a marine biologist at the university.

Marine ecologist Mike Page, an emeritus scientist from the National Institute of Water and Atmospheric Research, confirmed the sea squirt is likely to be a new species that is yet to be named.

Sea squirts, also known as ascidians, play a key role in maintaining water quality. They are filter feeders—creatures that feed on nutrients in the water column.

“Unusually, sea squirts dominated the marine communities on the deep-water reefs that we explored off Stewart Island. We typically find sponges are the dominant player on deep-water reefs in other parts of the country,” said Professor Bell.

The new species of sea squirt was found at a depth of 115 metres.

“The water off Stewart Island was really clear down at this depth. This probably reflects the fact there are no major rivers draining into the sea and there are still large areas of native forest on the island.”

Video footage of the reefs shows many different species of sea squirt, varying in colour from bright white to pinks, blues, and yellows.

The footage was taken using a remotely operated vehicle (ROV) that can film in waters of more than 100 m deep.

“Finding this sea squirt is a reminder that we still have so much to learn about the rich diversity of life in the ocean. It’s also a reminder of the need to ensure we protect our marine environment and the unique species it supports,” said Professor Bell.

The ROV used by the researchers to collect video footage was purchased with funding from the George Mason Charitable Trust.

MIL OSI New Zealand News –

February 13, 2025

MIL-OSI: Farmers & Merchants Bancorp, Inc. Reports 2024 Fourth-Quarter and Full-Year Financial Results

Source: GlobeNewswire (MIL-OSI)

ARCHBOLD, Ohio, Feb. 12, 2025 (GLOBE NEWSWIRE) — Farmers & Merchants Bancorp, Inc. (Nasdaq: FMAO) today reported financial results for the 2024 fourth quarter and twelve months ended December 31, 2024.

2024 Fourth Quarter Financial and Operating Highlights (on a year-over-year basis unless noted):

87 consecutive quarters of profitability
Net income increased 51.2% to $8.4 million, or $0.61 per basic and diluted share, from $5.5 million, or $0.41 per basic and diluted share
Asset quality remains at historically strong levels with nonperforming loans of only $3.1 million at December 31, 2024, compared to $22.4 million at December 31, 2023
Net charge-offs to average loans were 0.00%
Allowance for credit losses was 826.70% of nonperforming loans
Tier 1 leverage ratio was 8.12%
Net interest margin increased 27 basis points to 2.84%
Efficiency ratio improved to 59.82%, compared to 69.23% for the same period a year ago

2024 Full-Year Financial Highlights Include (on a year-over-year basis unless noted):

Total loans, net were $2.56 billion at December 31, 2024, compared to $2.58 billion at December 31, 2023 and $2.54 billion at September 30, 2024
Total assets increased 2.5% to $3.36 billion
Deposits increased 3.0% to a record $2.69 billion
Stockholders’ equity increased 5.9% to $335.2 million
Net interest income after provision for credit losses increased 7.5% to $85.6 million
Return on average tangible equity was 8.91%
F&M ended 2024 with excellent liquidity levels, and over $690 million in contingent funding sources, and a cash-to-assets ratio of 5.3%, compared to 4.3% at December 31, 2023
Dividend raised 3.8% year-over-year, representing the 30^th consecutive annual increase in the Company’s regular dividend payment since 1994

Lars B. Eller, President and Chief Executive Officer, stated, “Our strong 2024 financial performance reflects solid execution of our multi-year strategic plan, as we have remained focused on continual improvements, managing the items under our control, and providing our customers and communities with outstanding, and local financial services. Thanks to the unwavering dedication of our team and the trust of our customers, F&M’s financial and operating results strengthened throughout 2024. This performance creates a solid foundation and further solidifies F&M’s position as a leading community bank in the Ohio, Indiana and Michigan markets we serve.”

Mr. Eller continued, “Strong earnings growth in 2024 was driven by the success of ongoing strategies aimed at expanding our net interest margin, maintaining excellent asset quality, and driving efficiencies across our business. Core earnings for the 2024 fourth quarter were strong as net interest income after provision for credit losses increased 16.1% year-over-year to a quarterly record of $22.6 million, and noninterest income expanded 4.1% year-over-year to $4.0 million. We believe these trends highlight the improvements we have made to profitability, and we expect these trends to continue in the second half 2025.”

Income Statement
Net income for the 2024 fourth quarter ended December 31, 2024, was $8.4 million, compared to $5.5 million for the same period last year. Net income per basic and diluted share for the 2024 fourth quarter was $0.61, compared to $0.41 for the same period last year. Net income for the 2024 twelve months ended December 31, 2024, was $25.9 million, compared to $22.8 million for the same period last year. Net income per basic and diluted share for the 2024 twelve months was $1.90, compared to $1.67 for the same period last year.

Deposits
At December 31, 2024, total deposits were a record $2.69 billion, an increase of 3.0% from December 31, 2023. The Company’s cost of interest-bearing liabilities was 3.01% for the quarter ended December 31, 2024, compared to 3.02% for the quarter ended December 31, 2023. For the 2024 twelve months ended December 31, 2024, F&M’s cost of interest-bearing liabilities was 3.12%, compared to 2.53% in the prior year reflecting the higher rate environment and growth in interest-bearing checking and savings accounts.

Mr. Eller commented, “Throughout 2024, we pursued strategies aimed at optimizing our deposit base and growing low-cost checking (DDA) deposits. Since the beginning of 2024, we added nearly 7,500 new checking accounts, and benefited from new and expanded relationships at offices that were opened in 2023. As a result, we ended 2024 with a loan-to-deposit ratio of 94.4%, compared to 98.0% at December 31, 2023.”

Loan Portfolio and Asset Quality
“While the demand for loans is high across our markets, our approach to risk and pricing remains prudent. This strategy has contributed to historically strong asset quality over the past two quarters and is a testament to F&M’s risk, lending, and compliance capabilities and high-performing teams. We expect loan growth to increase modestly in 2025, with growth weighted in the back half of the year. In addition, 31.4% of our loan portfolio is subject to reprice in the next 12 months. We believe these favorable trends will contribute to higher net interest income in 2025,” continued Mr. Eller.

Total loans, net at December 31, 2024, decreased 0.7%, or by $19.3 million to $2.56 billion, compared to $2.58 billion at December 31, 2023. The year-over-year decline was driven primarily by lower consumer real estate, consumer, and agricultural real estate loans, partially offset primarily by higher commercial and industrial and agricultural loans. Compared to the quarter ended September 30, 2024, total loans, net at December 31, 2024 increased by 0.9% or $23.5 million.

F&M continues to closely monitor its loan portfolio with a particular emphasis on higher risk sectors. Nonperforming loans were $3.1 million, or 0.12% of total loans at December 31, 2024, compared to $22.4 million, or 0.87% of total loans at December 31, 2023, and $2.9 million, or 0.11% at September 30, 2024.

F&M maintains a well-balanced, diverse and high performing CRE portfolio. CRE loans represented 51.2% of the Company’s total loan portfolio at December 31, 2024. In addition, F&M’s commercial real estate office credit exposure represented 5.2% of the Company’s total loan portfolio at December 31, 2024, with a weighted average loan-to-value of approximately 64% and an average loan of approximately $958,100.

F&M’s CRE portfolio included the following categories at December 31, 2024:

CRE Category	Dollar Balance		Percent of CRE Portfolio⁽^*)	Percent of Total Loan Portfolio⁽^*)

Industrial	$	269,315	20.6%	10.5%
Multi-family		233,868	17.8%	9.1%
Retail		219,395	16.7%	8.6%
Hotels		141,514	10.8%	5.5%
Office		134,139	10.2%	5.2%
Gas Stations		70,767	5.4%	2.8%
Food Service		49,246	3.8%	1.9%
Senior Living		31,799	2.4%	1.3%
Development		29,491	2.3%	1.2%
Auto Dealers		28,081	2.1%	1.1%
Other		103,196	7.9%	4.0%
Total CRE	$	1,310,811	100.0%	51.2%

* Numbers have been rounded

At December 31, 2024, the Company’s allowance for credit losses to nonperforming loans was 826.70%, compared to 111.95% at December 31, 2023. The allowance to total loans was 1.07% at December 31, 2024, compared to 1.06% at December 31, 2023. Including accretable yield adjustments, associated with the Company’s prior acquisitions, F&M’s allowance for credit losses to total loans was 1.08% at December 31, 2024, compared to 1.13% at December 31, 2023.

Mr. Eller concluded, “Throughout the new year, we will leverage F&M’s strong banking platform, while continuing to make strategic investments that expanded our operations, capabilities, and services. We believe this will expand operating efficiencies and produce better outcomes for our customers. I am proud of our strong performance in 2024, and expect 2025 to be another good year for F&M.”

Stockholders’ Equity and Dividends
Total stockholders’ equity increased 5.9% to $335.2 million, or $24.47 per share at December 31, 2024, from $316.5 million, or $23.17 per share at December 31, 2023. The Company’s Tier 1 leverage ratio of 8.12%, remained stable compared to December 31, 2023.

Tangible stockholders’ equity increased to $270.0 million at December 31, 2024, compared to $254.2 million at December 31, 2023. On a per share basis, tangible stockholders’ equity at December 31, 2024, was $17.74 per share, compared to $16.29 per share at December 31, 2023.

For the twelve months ended December 31, 2024, the Company declared cash dividends of $0.8825 per share, representing a 3.8% increase over the same period last year. F&M is committed to returning capital to shareholders and has increased the annual cash dividend for 30 consecutive years. For the twelve months ended December 31, 2024, the dividend payout ratio was 46.07% compared to 50.65% for the same period last year.

About Farmers & Merchants State Bank:
F&M Bank is a local independent community bank that has been serving its communities since 1897. F&M Bank provides commercial banking, retail banking and other financial services. Our locations are in Butler, Champaign, Fulton, Defiance, Hancock, Henry, Lucas, Shelby, Williams, and Wood counties in Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay, Steuben and Wells counties. The Michigan footprint includes Oakland County, and we have Loan Production Offices in Troy, Michigan; Muncie, Indiana; and Perrysburg and Bryan, Ohio.

Safe Harbor Statement
Farmers & Merchants Bancorp, Inc. (“F&M”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.

Non-GAAP Financial Measures
This press release includes disclosure of financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Farmers & Merchants Bancorp, Inc. believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Farmers & Merchants Bancorp, Inc.’s marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. A reconciliation of GAAP to non-GAAP financial measures is included within this press release.

FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME (Unaudited) (in thousands of dollars, except per share data)

	Three Months Ended															Twelve Months Ended
	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Interest Income
Loans, including fees	$	36,663		$	36,873		$	36,593		$	35,200		$	34,493		$	145,329		$	129,344
Debt securities:
U.S. Treasury and government agencies	1,882			1,467			1,148			1,045			987			5,542			4,090
Municipalities	384			387			389			394			397			1,554			1,598
Dividends	367			334			327			333			365			1,361			882
Federal funds sold	24			7			7			7			8			45			44
Other	2,531			2,833			2,702			1,675			2,020			9,741			3,850
Total interest income	41,851			41,901			41,166			38,654			38,270			163,572			139,808
Interest Expense
Deposits	15,749			16,947			16,488			15,279			15,015			64,463			46,923
Federal funds purchased and securities sold under agreements to repurchase	274			277			276			284			293			1,111			1,474
Borrowed funds	2,713			2,804			2,742			2,689			2,742			10,948			8,876
Subordinated notes	285			284			285			284			285			1,138			1,138
Total interest expense	19,021			20,312			19,791			18,536			18,335			77,660			58,411
Net Interest Income – Before Provision for Credit Losses	22,830			21,589			21,375			20,118			19,935			85,912			81,397
Provision for (Recovery of) Credit Losses – Loans	346			282			605			(289		)	278			944			1,698
Provision for (Recovery of) Credit Losses – Off Balance Sheet Credit Exposures	(120		)	(267		)	(18		)	(266		)	189			(671		)	46
Net Interest Income After Provision for Credit Losses	22,604			21,574			20,788			20,673			19,468			85,639			79,653
Noninterest Income
Customer service fees	237			300			189			598			415			1,324			1,332
Other service charges and fees	1,176			1,155			1,085			1,057			1,090			4,473			4,343
Interchange income	1,322			1,315			1,330			1,429			1,310			5,396			5,318
Loan servicing income	771			710			513			539			666			2,533			4,405
Net gain on sale of loans	223			215			314			107			230			859			699
Increase in cash surrender value of bank owned life insurance	248			265			236			216			216			965			834
Net gain (loss) on sale of other assets owned	22			–			49			–			(86		)	71			(135		)
Net loss on sale of available-for-sale securities	–			–			–			–			–			–			(891		)
Total noninterest income	3,999			3,960			3,716			3,946			3,841			15,621			15,905
Noninterest Expense
Salaries and wages	7,020			7,713			7,589			7,846			6,981			30,168			26,915
Employee benefits	2,148			2,112			2,112			2,171			1,218			8,543			7,520
Net occupancy expense	1,072			1,054			999			1,027			1,187			4,152			3,833
Furniture and equipment	1,032			1,472			1,407			1,353			1,370			5,264			5,022
Data processing	160			339			448			500			785			1,447			3,147
Franchise taxes	312			410			265			555			308			1,542			1,487
ATM expense	328			472			397			473			665			1,670			2,611
Advertising	498			597			519			530			397			2,144			2,606
FDIC assessment	505			516			507			580			594			2,108			1,982
Servicing rights amortization – net	244			219			187			168			182			818			611
Loan expense	236			244			251			229			246			960			1,055
Consulting fees	242			251			198			186			192			877			832
Professional fees	368			453			527			445			331			1,793			1,430
Intangible asset amortization	446			445			444			445			446			1,780			1,780
Other general and administrative	1,465			1,128			1,495			1,333			1,532			5,421			6,373
Total noninterest expense	16,076			17,425			17,345			17,841			16,434			68,687			67,204
Income Before Income Taxes	10,527			8,109			7,159			6,778			6,875			32,573			28,354
Income Taxes	2,146			1,593			1,477			1,419			1,332			6,635			5,567
Net Income	8,381			6,516			5,682			5,359			5,543			25,938			22,787
Other Comprehensive Income (Loss) (Net of Tax):
Net unrealized gain (loss) on available-for-sale securities	(7,403		)	11,664			2,531			(1,995		)	13,261			4,797			10,781
Reclassification adjustment for realized loss on sale of available-for-sale securities	–			–			–			–			–			–			891
Net unrealized gain (loss) on available-for-sale securities	(7,403		)	11,664			2,531			(1,995		)	13,261			4,797			11,672
Tax expense (benefit)	(1,554		)	2,449			531			(418		)	2,784			1,008			2,451
Other comprehensive income (loss)	(5,849		)	9,215			2,000			(1,577		)	10,477			3,789			9,221
Comprehensive Income	$	2,532		$	15,731		$	7,682		$	3,782		$	16,020		$	29,727		$	32,008
Basic Earnings Per Share	$	0.61		$	0.48		$	0.42		$	0.39		$	0.41		$	1.90		$	1.67
Diluted Earnings Per Share	$	0.61		$	0.48		$	0.42		$	0.39		$	0.41		$	1.90		$	1.67
Dividends Declared	$	0.22125		$	0.22125		$	0.22		$	0.22		$	0.22		$	0.88250		$	0.85

FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands of dollars, except per share data)

	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
				(Unaudited)			(Unaudited)			(Unaudited)
Assets
Cash and due from banks	$	174,855		$	244,572		$	191,785		$	186,541		$	140,917
Federal funds sold	1,496			932			1,283			1,241			1,284
Total cash and cash equivalents	176,351			245,504			193,068			187,782			142,201

Interest-bearing time deposits	2,482			2,727			3,221			2,735			2,740
Securities – available-for-sale	426,556			404,881			365,209			347,516			358,478
Other securities, at cost	14,400			15,028			14,721			14,744			17,138
Loans held for sale	2,996			1,706			1,628			2,410			1,576
Loans, net of allowance for credit losses of $25,826 12/31/24 and $25,024 12/31/23	2,536,043			2,512,852			2,534,468			2,516,687			2,556,167
Premises and equipment	33,828			33,779			34,507			35,007			35,790
Construction in progress	–			35			38			9			8
Goodwill	86,358			86,358			86,358			86,358			86,358
Loan servicing rights	5,656			5,644			5,504			5,555			5,648
Bank owned life insurance	34,872			34,624			34,359			34,123			33,907
Other assets	45,181			46,047			49,552			54,628			43,218
Total Assets	$	3,364,723		$	3,389,185		$	3,322,633		$	3,287,554		$	3,283,229

Liabilities and Stockholders’ Equity
Liabilities
Deposits
Noninterest-bearing	$	516,904		$	481,444		$	479,069		$	510,731		$	528,465
Interest-bearing
NOW accounts	850,462			865,617			821,145			829,236			816,790
Savings	671,818			661,565			673,284			635,430			599,191
Time	647,581			676,187			667,592			645,985			663,017
Total deposits	2,686,765			2,684,813			2,641,090			2,621,382			2,607,463

Federal funds purchased and securities
sold under agreements to repurchase	27,218			27,292			27,218			28,218			28,218
Federal Home Loan Bank (FHLB) advances	246,056			263,081			266,102			256,628			265,750
Subordinated notes, net of unamortized issuance costs	34,818			34,789			34,759			34,731			34,702
Dividend payable	2,996			2,998			2,975			2,975			2,974
Accrued expenses and other liabilities	31,659			40,832			27,825			25,930			27,579
Total liabilities	3,029,512			3,053,805			2,999,969			2,969,864			2,966,686

Commitments and Contingencies

Stockholders’ Equity
Common stock – No par value 20,000,000 shares authorized; issued
14,564,425 shares 12/31/24 and 12/31/23; outstanding 13,699,536	135,565			135,193			135,829			135,482			135,515
shares 12/31/24 and 13,664,641 shares 12/31/23
Treasury stock – 864,889 shares 12/31/24 and 899,784 shares 12/31/23	(10,985		)	(10,904		)	(11,006		)	(10,851		)	(11,040		)
Retained earnings	235,854			230,465			226,430			223,648			221,080
Accumulated other comprehensive loss	(25,223		)	(19,374		)	(28,589		)	(30,589		)	(29,012		)
Total stockholders’ equity	335,211			335,380			322,664			317,690			316,543

Total Liabilities and Stockholders’ Equity	$	3,364,723		$	3,389,185		$	3,322,633		$	3,287,554		$	3,283,229

FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES SELECT FINANCIAL DATA

	For the Three Months Ended										For the Twelve Months Ended
Selected financial data	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Return on average assets		0.99%		0.78%		0.69%		0.66%		0.67%		0.78%		0.71%
Return on average equity		10.00%		7.93%		7.13%		6.76%		7.27%		7.98%		7.46%
Yield on earning assets		5.20%		5.27%		5.22%		5.00%		4.93%		5.17%		4.67%
Cost of interest bearing liabilities		3.01%		3.21%		3.18%		3.06%		3.02%		3.12%		2.53%
Net interest spread		2.19%		2.06%		2.04%		1.94%		1.91%		2.05%		2.14%
Net interest margin		2.84%		2.71%		2.71%		2.60%		2.57%		2.72%		2.72%
Efficiency		59.82%		67.98%		69.03%		74.08%		69.23%		67.54%		68.48%
Dividend payout ratio		35.75%		45.99%		52.35%		55.52%		54.23%		46.07%		50.65%
Tangible book value per share	$	17.74	$	17.72	$	16.79	$	16.39	$	16.29
Tier 1 leverage ratio		8.12%		8.04%		8.02%		8.40%		8.20%
Average shares outstanding		13,699,869		13,687,119		13,681,501		13,671,166		13,665,773		13,679,955		13,641,336

Loans	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023
(Dollar amounts in thousands)
Commercial real estate	$	1,310,811	$	1,301,160	$	1,303,598	$	1,304,400	$	1,337,766
Agricultural real estate		216,401		220,328		222,558		227,455		223,791
Consumer real estate		520,114		524,055		525,902		525,178		521,895
Commercial and industrial		275,152		260,732		268,426		256,051		254,935
Agricultural		152,080		137,252		142,909		127,670		132,560
Consumer		63,009		67,394		70,918		74,819		79,591
Other		24,978		25,916		26,449		26,776		30,136
Less: Net deferred loan fees, costs and other ⁽¹⁾		(676)		1,499		(1,022)		(982)		517
Total loans, net	$	2,561,869	$	2,538,336	$	2,559,738	$	2,541,367	$	2,581,191


Asset quality data	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023
(Dollar amounts in thousands)
Nonaccrual loans	$	3,124	$	2,898	$	2,487	$	19,391	$	22,353
90 day past due and accruing	$	–	$	–	$	–	$	–	$	–
Nonperforming loans	$	3,124	$	2,898	$	2,487	$	19,391	$	22,353
Other real estate owned	$	–	$	–	$	–	$	–	$	–
Nonperforming assets	$	3,124	$	2,898	$	2,487	$	19,391	$	22,353


Allowance for credit losses	$	25,826	$	25,484	$	25,270	$	24,680	$	25,024
Allowance for unfunded		1,541		1,661		1,928		1,946		2,212
Total allowance for credit losses	$	27,367	$	27,145	$	27,198	$	26,626	$	27,236
Total allowance for credit losses/total loans		1.07%		1.07%		1.06%		1.05%		1.06%
Adjusted credit losses with accretable yield/total loans		1.08%		1.10%		1.10%		1.11%		1.13%
Net charge-offs:
Quarter-to-date	$	4	$	68	$	15	$	55	$	531
Year-to-date	$	142	$	138	$	70	$	55	$	551
Net charge-offs to average loans
Quarter-to-date		0.00%		0.00%		0.00%		0.00%		0.02%
Year-to-date		0.01%		0.01%		0.00%		0.00%		0.02%
Nonperforming loans/total loans		0.12%		0.11%		0.10%		0.76%		0.87%
Allowance for credit losses/nonperforming loans		826.70%		879.37%		1016.08%		127.28%		111.95%
NPA coverage ratio		826.70%		879.37%		1016.08%		127.28%		111.95%

⁽¹⁾ Includes carrying value adjustments of $1.1 million as of December 31, 2024, $3.0 million as of September 30, 2024, $612 thousand as of June 30, 2024, $969 thousand as of March 31, 2024 and $2.7 million as of December 31, 2023 related to interest rate swaps

FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES (in thousands of dollars, except percentages)

	For the Three Months Ended						For the Three Months Ended
	December 31, 2024						December 31, 2023
Interest Earning Assets:	Average Balance		Interest/ Dividends		Annualized Yield/Rate		Average Balance		Interest/ Dividends		Annualized Yield/Rate
Loans	$	2,543,628	$	36,663	5.77	%	$	2,553,023	$	34,493	5.41	%
Taxable investment securities	450,648		2,554		2.27	%	386,931		1,660		1.72	%
Tax-exempt investment securities	18,571		79		2.15	%	24,145		89		1.87	%
Fed funds sold & other	209,307		2,555		4.88	%	142,642		2,028		5.69	%
Total Interest Earning Assets	3,222,154		$	41,851	5.20	%	3,106,741		$	38,270	4.93	%

Nonearning Assets	174,172						189,202

Total Assets	$	3,396,326					$	3,295,943

Interest Bearing Liabilities:
Savings deposits	$	1,548,638	$	9,459	2.44	%	$	1,392,304	$	8,570	2.46	%
Other time deposits	666,896		6,290		3.77	%	701,347		6,445		3.68	%
Other borrowed money	255,490		2,713		4.25	%	265,948		2,742		4.12	%
Fed funds purchased & securities
sold under agreement to repurchase	27,341		274		4.01	%	28,739		293		4.08	%
Subordinated notes	34,799		285		3.28	%	34,683		285		3.29	%
Total Interest Bearing Liabilities	$	2,533,164	$	19,021	3.01	%	$	2,423,021	$	18,335	3.02	%

Noninterest Bearing Liabilities	527,751						567,813

Stockholders’ Equity	$	335,411					$	305,109

Net Interest Income and Interest Rate Spread			$	22,830	2.19	%			$	19,935	1.91	%

Net Interest Margin					2.84	%					2.57	%

Yields on Tax exempt securities and the portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts


	For the Twelve Months Ended						For the Twelve Months Ended
	December 31, 2024						December 31, 2023
Interest Earning Assets:	Average Balance		Interest/ Dividends		Annualized Yield/Rate		Average Balance		Interest/ Dividends		Annualized Yield/Rate
Loans	$	2,557,213	$	145,329	5.68	%	$	2,491,502	$	129,344	5.19	%
Taxable investment securities	410,764		8,129		1.98	%	394,424		6,204		1.57	%
Tax-exempt investment securities	20,154		328		2.06	%	24,686		366		1.88	%
Fed funds sold & other	176,307		9,786		5.55	%	85,018		3,894		4.58	%
Total Interest Earning Assets	3,164,438		$	163,572	5.17	%	2,995,630		$	139,808	4.67	%

Nonearning Assets	164,464						197,726

Total Assets	$	3,328,902					$	3,193,356

Interest Bearing Liabilities:
Savings deposits	$	1,502,365	$	39,750	2.65	%	$	1,376,318	$	27,424	1.99	%
Other time deposits	663,320		24,713		3.73	%	640,390		19,499		3.04	%
Other borrowed money	262,094		10,948		4.18	%	220,175		8,876		4.03	%
Fed funds purchased & securities
sold under agreement to repurchase	27,750		1,111		4.00	%	35,421		1,474		4.16	%
Subordinated notes	34,755		1,138		3.27	%	34,640		1,138		3.29	%
Total Interest Bearing Liabilities	$	2,490,284	$	77,660	3.12	%	$	2,306,944	$	58,411	2.53	%

Noninterest Bearing Liabilities	513,588						580,931

Stockholders’ Equity	$	325,030					$	305,481

Net Interest Income and Interest Rate Spread			$	85,912	2.05	%			$	81,397	2.14	%

Net Interest Margin					2.72	%					2.72	%

Yields on Tax exempt securities and the portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts

FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES (in thousands of dollars, except percentages)

	For the Three Months Ended December 31, 2024													For the Three Months Ended December 31, 2023
	As Reported				Excluding Acc/Amort				Difference					As Reported				Excluding Acc/Amort				Difference
	$		Yield		$		Yield		$			Yield		$		Yield		$		Yield		$			Yield
Interest Earning Assets:
Loans	$	36,663	5.77	%	$	36,039	5.67	%	$	624		0.10	%	$	34,493	5.41	%	$	33,769	5.29	%	$	724		0.12	%
Taxable investment securities	2,554		2.27	%	2,554		2.27	%	–			0.00	%	1,660		1.72	%	1,660		1.72	%	–			0.00	%
Tax-exempt investment securities	79		2.15	%	79		2.15	%	–			0.00	%	89		1.87	%	89		1.87	%	–			0.00	%
Fed funds sold & other	2,555		4.88	%	2,555		4.88	%	–			0.00	%	2,028		5.69	%	2,028		5.69	%	–			0.00	%
Total Interest Earning Assets	41,851		5.20	%	41,227		5.12	%	624			0.08	%	38,270		4.93	%	37,546		4.84	%	724			0.09	%

Interest Bearing Liabilities:
Savings deposits	$	9,459	2.44	%	$	9,459	2.44	%	$ –			0.00	%	$	8,570	2.46	%	$	8,570	2.46	%	$ –			0.00	%
Other time deposits	6,290		3.77	%	6,290		3.77	%	–			0.00	%	6,445		3.68	%	6,381		3.64	%	64			0.04	%
Other borrowed money	2,713		4.25	%	2,710		4.24	%	3			0.01	%	2,742		4.12	%	2,760		4.15	%	(18		)	-0.03	%
Federal funds purchased and
securities sold under agreement to
repurchase	274		4.01	%	274		4.01	%	–			0.00	%	293		4.08	%	293		4.08	%	–			0.00	%
Subordinated notes	285		3.28	%	285		3.28	%	–			0.00	%	285		3.29	%	285		3.29	%	–			0.00	%
Total Interest Bearing Liabilities	19,021		3.01	%	19,018		3.00	%	3			0.01	%	18,335		3.02	%	18,289		3.02	%	46			0.00	%

Interest/Dividend income/yield	41,851		5.20	%	41,227		5.12	%	624			0.08	%	38,270		4.93	%	37,546		4.84	%	724			0.09	%
Interest Expense / yield	19,021		3.01	%	19,018		3.00	%	3			0.01	%	18,335		3.02	%	18,289		3.02	%	46			0.00	%
Net Interest Spread	22,830		2.19	%	22,209		2.12	%	621			0.07	%	19,935		1.91	%	19,257		1.82	%	678			0.09	%
Net Interest Margin			2.84	%			2.76	%				0.08	%			2.57	%			2.48	%				0.09	%

	For the Twelve Months Ended December 31, 2024													For the Twelve Months Ended December 31, 2023
	As Reported				Excluding Acc/Amort				Difference					As Reported				Excluding Acc/Amort				Difference
	$		Yield		$		Yield		$			Yield		$		Yield		$		Yield		$			Yield
Interest Earning Assets:
Loans	$	145,329	5.68	%	$	142,627	5.58	%	$	2,702		0.10	%	$	129,344	5.19	%	$	126,133	5.06	%	$	3,211		0.13	%
Taxable investment securities	8,129		1.98	%	8,129		1.98	%	–			0.00	%	6,204		1.57	%	6,204		1.57	%	–			0.00	%
Tax-exempt investment securities	328		2.06	%	328		2.06	%	–			0.00	%	366		1.88	%	366		1.88	%	–			0.00	%
Fed funds sold & other	9,786		5.55	%	9,786		5.55	%	–			0.00	%	3,894		4.58	%	3,894		4.58	%	–			0.00	%
Total Interest Earning Assets	163,572		5.17	%	160,870		5.09	%	2,702			0.08	%	139,808		4.67	%	136,597		4.57	%	3,211			0.10	%

Interest Bearing Liabilities:
Savings deposits	$	39,750	2.65	%	$	39,750	2.65	%	$ –			0.00	%	$	27,424	1.99	%	$	27,424	1.99	%	$ –			0.00	%
Other time deposits	24,713		3.73	%	24,713		3.73	%	–			0.00	%	19,499		3.04	%	19,839		3.10	%	(340		)	-0.06	%
Other borrowed money	10,948		4.18	%	10,964		4.18	%	(16		)	0.00	%	8,876		4.03	%	8,947		4.06	%	(71		)	-0.03	%
Federal funds purchased and
securities sold under agreement to
repurchase	1,111		4.00	%	1,111		4.00	%	–			0.00	%	1,474		4.16	%	1,474		4.16	%	–			0.00	%
Subordinated notes	1,138		3.27	%	1,138		3.27	%	–			0.00	%	1,138		3.29	%	1,138		3.29	%	–			0.00	%
Total Interest Bearing Liabilities	77,660		3.12	%	77,676		3.12	%	(16		)	0.00	%	58,411		2.53	%	58,822		2.55	%	(411		)	-0.02	%

Interest/Dividend income/yield	163,572		5.17	%	160,870		5.09	%	2,702			0.08	%	139,808		4.67	%	136,597		4.57	%	3,211			0.10	%
Interest Expense / yield	77,660		3.12	%	77,676		3.12	%	(16		)	0.00	%	58,411		2.53	%	58,822		2.55	%	(411		)	-0.02	%
Net Interest Spread	85,912		2.05	%	83,194		1.97	%	2,718			0.08	%	81,397		2.14	%	77,775		2.02	%	3,622			0.12	%
Net Interest Margin			2.72	%			2.63	%				0.09	%			2.72	%			2.60	%				0.12	%

Company Contact:	Investor and Media Contact:
Lars B. Eller President and Chief Executive Officer Farmers & Merchants Bancorp, Inc. (419) 446-2501 leller@fm.bank	Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com

The MIL Network –

February 13, 2025

MIL-OSI Submissions: U.S. Foreign Aid Freeze Disrupts Lifesaving Health Care, Services for Survivors of Sexual Violence Midst Deadly Conflict in Democratic Republic of the Congo: PHR

Source: Physicians for Human Rights (PHR)

February 12, 2025 – The Trump administration’s executive order to freeze U.S. foreign aid for 90 days has halted the supply of lifesaving medical care to populations facing rising conflict in eastern Democratic Republic of the Congo (DRC) including survivors of conflict-related sexual violence, said Physicians for Human Rights (PHR).

The order was issued as the M23 militia moves deeper into eastern DRC after taking Goma, the largest city and the capital of North Kivu, in January, further destabilizing the region’s dire humanitarian crisis. More than 500,000 people in North and South Kivu have been displaced due to the escalation of violence by armed groups, while health facilities have been subjected to indiscriminate shooting and bombing. There is an acute risk of further violence as M23 advances south in DRC and the United Nations has expressed concern about the significant increase of sexual violence. A rapid assessment of health care facilities in and around Goma conducted by the WHO found 45 cases of rape and gender-based violence reported among the displaced and 21 survivors of multiple-perpetrator rape admitted to medical facilities in recent days. The actual number of cases is likely much higher in light of barriers to reporting.

“Health facilities in eastern DRC are struggling as they try to provide health care in unimaginable conditions,” said Payal Shah, JD, PHR director of research, legal, and advocacy. “The United States pulled funding right when besieged communities in DRC needed international support the most. Health workers are risking their lives to address the rise in injuries, deaths, displacements, and cases of sexual violence. Now, they must do so without the vital support of foreign aid from the United States, which accounted for nearly 70 percent of humanitarian funding to DRC last year.”

PHR partner medical facilities and humanitarian organizations in the region reported a massive influx of cases of survivors of sexual violence in 2024, including children, who require specialized support. These facilities were already overburdened by mass displacements and the outbreak of infectious diseases including mpox.

HEAL Africa, a center for medical, psychosocial, and legal support for survivors of sexual violence in North Kivu, has been forced to halt critical projects related to the care of adult and child survivors of sexual violence, including the treatment of fistulas, specialized psychosocial care, and protection for child survivors. In places like Bulengo, an internally displaced persons camp in North Kivu, services like child-friendly spaces for younger survivors of sexual violence are at risk of being abandoned due to forced closure, attacks on health care facilities, and staffing shortages due to the U.S. aid freeze.

The funding freeze has also significantly impacted access to essential health supplies and resources, including blood bank reserves and post-exposure prophylaxis (PEP) kits for HIV. These kits, which are expensive and can be difficult to procure, are a key tool in post-rape care as they typically include prophylaxis medication and a copy of a medicolegal forensic form used by providers to collect forensic evidence and support justice processes for survivors. Many facilities will run out of supplies within days if financial support does not resume. 

“For survivors, the lack of health care is compounding the trauma of sexual violence and leading to grave risks of lifelong debilitating health conditions. Urgent and coordinated action is needed on the part of international actors and all parties to the ongoing conflict to respond to this conflict, including to prevent violence and ensure care for survivors of sexual violence,” said Shah. “The U.S. government must use its influence to ensure all parties abide by international humanitarian law and it must end the 90-day freeze on foreign funding support, which is indispensable to the development, security, and facilitation of humanitarian aid in DRC.”

“All parties to the ongoing conflict in DRC must support safe access to resources via dedicated humanitarian corridors to enable the continued supply of essential medical supplies and services. Each day that goes by without funding for lifesaving health interventions as well as legal and psychosocial support is causing devastating, preventable harm for countless individuals in eastern DRC,” said Shah.

Physicians for Human Rights (PHR) is a global advocacy organization that uses science and medicine to prevent mass atrocities and severe human rights violations. Learn more here: https://phr.org/about/

MIL OSI – Submitted News –

February 13, 2025
MIL-OSI Submissions: Japan’s Expertise in International Assistance: Leveraging Experiences Gained in Southeast Asia to Aid Ukraine -The Shared Future of Asia and Japan

Source: Japan Connect

Diplomacy / InternationalAsia & Pacific

In 2022, Russia invaded Ukraine. The Russian military has continuously been launching missiles and artillery attacks on civilian facilities, causing great damage to the lives of the Ukrainian people. Japan is offering various assistance through public and private endeavors to rebuild lives, drawing on experiences gained through providing aid to countries in Southeast Asia.

One such example is a water supply aid project. As part of the government’s gratuitous recovery assistance, Japan is sending mobile water purification systems and ready-to-assemble water supply tanks to Ukraine’s cities where water supply networks were destroyed.

As part of this initiative, Nihon Genryo Co., Ltd., a manufacturer of water treatment systems headquartered in Kawasaki, Kanagawa Prefecture, delivered four Mobile Siphon Tanks, a mobile water purification system, to Ukraine’s capital Kyiv and the southern port city Odesa. The system, developed by Nihon Genryo, does not require filter replacements, which were necessary in previous water purification systems. The company also invited water supply technicians in Kyiv to Japan and conducted training on water purification technology.

Nihon Genryo has been deeply involved in Southeast Asia. In 1982, it delivered fully automatic dust scrapers to the Bangkhen Water Treatment Plant in Bangkok, Thailand, to help remove impurities and provide safe, treated water. It also delivered Mobile Siphon Tanks to cities in Laos and Vietnam as part of Japan’s Official Development Assistance (ODA) and is training local staff on how to use them. In Laos, the company carried out emergency water supply operations during flood disasters in 2013 and 2020. In the Philippines, it provided drinking water to regions without access to a water supply by using river water. It also carried out emergency water supply operations at the request of the Japanese government in the wake of disasters such as Super Typhoon Haiyan in 2013 and Super Typhoon Rai in 2021. In this way, the company gained extensive experience assisting the lives and lifestyles of people in Southeast Asia, which is now being leveraged to help Ukraine, halfway across the globe in Europe.

In addition to water supply assistance, Japan also has international experience in providing aid to people with disabilities. Since Russia’s invasion, over 300,000 Ukrainian troops and civilians have become disabled as a result of injuries. However, medical equipment is growing outdated due to a shortage of funds, and providing assistance is an urgent matter. Japan provided rehabilitation equipment and welfare vehicles to 11 facilities in Kyiv Oblast through the Japan International Cooperation Agency (JICA). In December 2024, a commemorative ceremony was held in Kyiv. Ruslan Kravchenko, the governor of Kyiv Oblast, expressed his gratitude, saying, “We thank the Japanese government and its people for their extensive support. This will allow us to greatly improve the conditions for people with disabilities.”

Japan has also been committed to providing aid to people with disabilities in Southeast Asia. Gratuitous financial assistance was offered to Indonesia, for example, by providing mobile rehabilitation equipment in 1989 and taking part in a project to construct a vocational rehabilitation center for people with disabilities in 1995. In addition to dispatching Japanese specialists and Japan Overseas Cooperation Volunteers (JOCVs) to countries like Thailand and the Philippines, Japan also invites trainees from various countries to Japan through JICA initiatives to help raise rehabilitation standards for people with disabilities.

Removing landmines is another urgent issue that must be addressed in Ukraine. It is believed that the Russian military may have planted mines in an area of up to 150,000 square kilometers, which amounts to over a fourth of the country’s land. The Japanese government has been engaged in mine clearance efforts in Cambodia for many years. Drawing on this experience, it is offering comprehensive support to Ukraine by providing resources developed by Japanese companies, such as mine detectors, mine removers and systems using artificial intelligence (AI) to identify areas where mines have been planted, in addition to training on how to prevent injuries and offering aid to victims.

Japan is also working on assisting Ukrainian soldiers and civilians who survived mines but lost their limbs.

Instalimb, Inc. is a startup company headquartered in Tokyo that utilizes digital technology to create prosthetic legs. The company uses a special scanner to capture the shape of a patient’s leg and creates a 3D-printed prosthetic based on data designed by a prosthetist using software.

The CEO of the company, Yutaka Tokushima, said in an interview with the Japanese broadcasting network TBS Television, “One (of the merits) is that we can create prosthetics very quickly. Where it usually takes a month, we can do it in a day (at the quickest) and significantly lower the cost. Another merit is that one professional prosthetist can make many prosthetics.”

Prosthetic legs cost around 400,000 yen in Japan, but Tokushima says the company can reduce it to one-tenth of that amount.

Instalimb has its roots in the Philippines. After working at a computer-related company and as a designer of industrial products, Tokushima joined the JOCV program under JICA and was posted to the Philippines in 2012.

Later, with support from JICA and the Philippine government, he established a laboratory equipped with a 3D printer and laser cutter for industrial development. After he learned that many people in the Philippines needed prosthetic legs as a result of diabetes, he took on the challenge of developing high-performance yet affordable prosthetics. Over the course of four years, he developed a technology that specialized in creating prosthetic legs using 3D printing. These prosthetics are now available to people in the Philippines who cannot afford conventional ones.

As he works on creating prosthetics in Ukraine, Tokushima says, “Many people want to recover and rebuild their lives, but they can’t work because they don’t have access to prosthetic legs. So I want to give them hope, first and foremost. Our current mission is to provide prosthetics to each and every person who needs them as we aim for the ultimate goal of helping all the people of Ukraine regain their bright future.” A Japanese company, born in the Philippines, is now striving to help the wounded people of Ukraine.

Japan is offering aid to Ukraine in a diverse range of fields including infrastructure, education, agriculture, economy, machinery and culture—and much of this expertise comes from the experience Japan gained in Southeast Asia.

By Akio Yaita
Journalist. Graduated from the Faculty of Letters at Keio University. After completing his doctorate at the Chinese Academy of Social Sciences, he worked as a correspondent for the Sankei Shimbun in Beijing and as Taipei bureau chief. Author or co-author of many books.

*The stories and materials above are provided by JIJI.com or AFPBBNews. Feel free to feature these stories in your own media.

About “Japan Connect”
Bringing you the latest stories about Japan.
This new service is provided by AFPBB News, which AFP launched in 2007.

MIL OSI – Submitted News –

February 13, 2025
MIL-OSI USA: Cortez Masto Joins Push Urging Trump Administration to Exempt Seasonal Firefighters from Federal Hiring Freeze

US Senate News:

Source: United States Senator for Nevada Cortez Masto
Washington, D.C. – U.S. Senator Catherine Cortez Masto (D-Nev.) joined 14 of her Senate colleagues in a letter urging the Trump Administration to exempt seasonal firefighters from the federal hiring freeze. Reports emerged last week indicating that the federal funding freeze is preventing the hiring and onboarding of seasonal firefighters, a workforce that already struggles with recruitment and retention. This comes as the West continues to be ravaged by deadly wildfires.
“We write today following reports that hiring and onboarding for federal seasonal firefighters has stopped due to the Trump Administration’s federal hiring freeze,” wrote the Senators. “We are extremely concerned to hear that this is happening across the U.S. Forest Service, Bureau of Land Management, and National Park Service ahead of what’s expected to be another devastating wildfire year.”
“Although there is an urgent need to hire more federal firefighters, the Trump Administration’s hiring freeze does the opposite and is pausing hiring at a critical time for this already understaffed workforce,” they continued. “We urge you to put the safety of families and communities across the country first and allow the federal seasonal firefighter hiring process to continue without delay.”
The full text of letter can be found here.
Senator Cortez Masto has led efforts to support Nevada firefighters and combat the wildfire crisis in the West, securing billions in the Bipartisan Infrastructure Law and the Inflation Reduction Act to support wildfire risk reduction and new firefighting equipment. She recently visited the burn scar of the Davis Fire and discussed key resources she’s delivered for wildfires fuels reduction in Northern Nevada. She also ensured all federal wildland firefighters—including many working in Nevada — got a significant pay raise in 2023 and helped designate the Sierra and Elko Fronts as Wildfire Crisis Strategy Landscapes for wildfire prevention efforts.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Cortez Masto, Grassley Reintroduce Bipartisan Legislation to Crack Down on Deadly Fentanyl Additive Xylazine

US Senate News:

Source: United States Senator for Nevada Cortez Masto
Washington, D.C. – Today, U.S. Senators Catherine Cortez Masto (D-Nev.) and Chuck Grassley (R-Iowa) reintroduced their Combating Illicit Xylazine Act. This bill, which would list xylazine as a Schedule III controlled substance while protecting the drug’s legal use by veterinarians, farmers, and ranchers, has bipartisan support from members of Congress in both the Senate and the House of Representatives.
Xylazine, also known as “tranq,” is an easily accessible veterinary tranquilizer that is being used as a low-cost cutting agent for fentanyl. Cortez Masto’s bipartisan legislation would schedule this dangerous drug and give law enforcement the tools they need to go after traffickers while protecting access for veterinarians, farmers, and ranchers who use xylazine to treat large animals. The bill is endorsed by 39 state attorneys general, major law enforcement organizations, and veterinary organizations.
“Xylazine poses a growing threat across the Silver State, and our law enforcement officers simply don’t have the tools they need to keep our communities safe from this dangerous drug,” said Senator Cortez Masto. “My bipartisan, bicameral bill would crack down on illegal use of xylazine while protecting its legitimate use by veterinarians and ranchers. It’s time for Congress to act now and pass this life-saving legislation.”
“Illicit xylazine is contributing to the national drug epidemic and driving up overdose deaths in communities across the country. Our nation’s laws must keep pace with emerging drug trends,” Senator Grassley said. “This bipartisan bill recognizes the lethal threat of xylazine and provides law enforcement new tools to combat its spread, while ensuring veterinarians, ranchers and cattlemen can continue to access the drug for legitimate animal treatment.”
The Combating Illicit Xylazine Act would:
Schedule xylazine as Schedule III illicit substance under the Controlled Substances Act;
Ensure veterinarians, farmers, and ranchers can still use the drug for its intended purpose by creating a clear definition of “ultimate user” – someone lawfully permitted to possess a controlled substance for legitimate use;
Enable the DEA to track its manufacturing to ensure it is not diverted to the illicit market; and
Require a report on prevalence, risks, and recommendations regarding xylazine.
This legislation is cosponsored by Senators Maggie Hassan (D-N.H.), Kirsten Gillibrand (D-N.Y.), Cindy Hyde-Smith (R-Miss.), Maria Cantwell (D-Wash.), Rick Scott (R-Fla.), Jeanne Shaheen (D-N.H.), Amy Klobuchar (D-Minn.), Katie Britt (R-Ala.), Shelly Moore Capitol (R-W.Va.), Todd Young (R-Ind.), Mark Kelly (D-Ariz.), Tim Kaine (D-Va.), James Risch (R-Idaho), Jacky Rosen (D-Nev.), and Richard Blumenthal (D-Conn.). It is led in the U.S. House of Representatives by Representatives Jimmy Panetta (D-Calif.-19) and August Pfluger (R-Texas-11).
“The Combating Illicit Xylazine Act strikes the right balance of helping address the public health threat of illicit xylazine while maintaining veterinary access to this critical animal sedative,” said Dr. Sandra Faeh, President of the American Veterinary Medical Association. “Strongly endorsed by the AVMA, this legislation is essential to protecting our communities from the grave health and safety risks of illicit xylazine, upholding animal welfare, supporting public health, and ensuring our nation’s veterinarians are equipped with all the necessary resources to provide high-quality veterinary care. We greatly appreciate Senators Catherine Cortez Masto and Chuck Grassley and Representatives Jimmy Panetta and August Pfluger for their leadership on this increasingly important issue. The AVMA looks forward to working with Congress on getting this well-balanced approach enacted into law.”
Senator Cortez Masto has been working to crack down on illicit drugs since she was first elected Attorney General, when she worked with Nevada’s Republican governor, law enforcement, and Mexican officials to combat the rise of methamphetamine manufacturing and cross-border drug trafficking. In the Senate, she has authored legislation to combat drug trafficking online that was signed into law, and passed critical legislation to eliminate illegal fentanyl supply chains. She also recently cosponsored the HALT Fentanyl Act which just passed the U.S. House of Representatives and will combat illegal fentanyl and keep our communities safe.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Cortez Masto, Risch Renew Push for Bipartisan Legislation to Protect Critical Mineral Production in the West

US Senate News:

Source: United States Senator for Nevada Cortez Masto
Washington, D.C. – Today, U.S. Senator Catherine Cortez Masto (D-Nev.) and Jim Risch (R-Idaho) reintroduced the Mining Regulatory Clarity Act to allow critical mineral production to continue in the West. This bill is led in the U.S. House of Representatives by Congressman Mark Amodei (R-Nev.-02).
“We need to streamline our federal permitting process to unleash the full potential of Nevada’s critical mineral economy,” said Senator Cortez Masto. “I’m continuing my bipartisan push to pass this commonsense bill that will cut red tape, protect mining jobs in Nevada, help support clean energy projects nationwide.”
“Domestic mineral production is critical to everyday energy, technology, and national security needs,” said Senator Risch. “For too long, Idaho’s minerals have been tied up in red tape, preventing responsible use of our natural resources. The Mining Regulatory Clarity Act ensures mining projects in Idaho and across the West can proceed and provide invaluable support to our communities and country.”
“The Rosemont Decision overturned decades of established precedent that allowed our domestic mining operations to flourish, and instead blocked production efforts with excessive red tape,” said Representative Mark Amodei. “Out West, we have an abundance of natural resources that we can responsibly utilize to reduce our reliance on adversaries and strengthen our national security. This bill reverses the damage caused by the misguided Rosemont Decision and restores clarity for critical mining projects to move forward.”
“The Nevada Mining Association applauds and supports the bipartisan Mining Regulatory Clarity Act,” said Amanda Hilton, President of Nevada Mining Association. “Nevada is a leading producer of critical minerals like copper, lithium, and magnesium, along with more than 20 other materials essential to daily life. This legislation provides necessary stability for Nevada’s modern mining industry, ensuring it can operate efficiently and sustain the high-paying jobs that tens of thousands of Nevada families depend on. We appreciate Senator Cortez Masto’s ongoing leadership in advocating for Nevada’s mining community.”
“The bipartisan Mining Regulatory Clarity Act is KEY to ensuring the U.S. can use our vast domestic resources to build the essential mineral supply chains we know we must have,” said Rich Nolan, National Mining Association president and CEO. “China’s recent actions to cut off VITAL mineral supply chains underscores the need to strengthen domestic mineral supply chains for manufacturing, energy, national security and other priorities. This legislation ensures the fundamental ability to conduct responsible mining activities on federal lands. Regulatory certainty, or the lack thereof, will either underpin or undermine efforts to meet the extraordinary mineral demand now at our doorstep.”
“BPC Action is pleased to see Sens. James Risch (R-ID) and Catherine Cortez Masto (D-NV) working together to tackle barriers to expand America’s critical mineral supply. The bipartisan Mining Regulatory Clarity Act provides much needed regulatory certainty for mining projects, strengthening critical mineral supply chains while driving job creation in the sector,” said Michele Stockwell, President of Bipartisan Policy Center Action.
“If we’re going to achieve U.S. energy dominance, spur innovation, and support American manufacturing, we need to expand the domestic production of critical minerals. We can do so while supporting workers, communities, and our natural resources through sensible, transparent, and efficient regulations. Advanced Energy United is encouraged to see the “Mining Regulatory Clarity Act,” which should enhance business certainty around our mining rules and regulations,” said Harry Godfrey, Managing Director for Federal Affairs at Advanced Energy United.
“As demand for electric vehicles continues to grow at home and abroad, the need for mineral commodities, including lithium, cobalt, graphite, and copper will likewise rise dramatically. Mining is essential for the United States to fulfill demand in the electric vehicle and clean energy sectors, not to mention other mineral applications in defense, consumer electronics, and advanced computing. The Mining Regulatory Clarity Act is the result of a years-long, bipartisan effort to reestablish certainty for mineral producers in the United States. ZETA applauds Senators Cortez Masto and Risch for their tireless efforts to advance this critical legislation,” said Albert Gore, Zero Emission Transportation Association (ZETA).
The Mining Regulatory Clarity Act provides regulatory certainty for mining projects and reaffirms long-held practice that some public land use under a mining claim inherently accompanies exploration and extraction activities for other mining-support activities. This bill creates an optional and voluntary pathway to allow use of public lands for ancillary purposes connected to a mining project that can only be used within an agency-approved Plan of Operations. The bill also creates a new revenue stream from new mill site claims to be dedicated to abandoned mine clean-up efforts. This legislation is cosponsored by Senators Jacky Rosen (D-Nev.), Mike Crapo (R-Idaho), and Lisa Murkowski (R-Alaska).
Senator Cortez Masto has led efforts in Congress to support Nevada’s mining industry, protecting more than 83,000 local jobs and paving the way for Nevada to power the clean energy economy. She has consistently blocked burdensome taxes on mining and wrote important provisions of the Bipartisan Infrastructure Law to bolster Nevada’s critical mineral supply chain and fund battery recycling programs in the state. She’s also introduced bipartisan legislation to strengthen the domestic supply chain for rare-earth magnets.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Schatz Introduces Bipartisan Legislation To Protect Post Offices in Hawai’i and Across the Country, Help Ensure Regular Delivery of Mail to Residents

US Senate News:

Source: United States Senator for Hawaii Brian Schatz

WASHINGTON — At a time when the United States Postal Service (USPS) is under strain due to a lack of carriers and supply shortages, communities across the country have reported struggles in conveying needs to the USPS and have experienced sudden and surprising post office closures. U.S. Senators Brian Schatz (D-Hawai‘i) and Mike Crapo (R-Idaho) introduced legislation to improve access to local USPS post offices. The Mandating Advisable and Informed Locations and Solutions (MAILS) Act would require more community input before relocating a post office as well as encourage recommendations from municipalities to request additional post offices.

“In Hawai‘i, where many people live in rural or remote areas, the Postal Service is a lifeline for everything from essential goods to staying connected with loved ones,” said Senator Schatz. “Our bill ensures that people in Hawai‘i and across the country have a voice in decisions about keeping post offices in their communities.”

Schatz has led efforts in Congress to fully fund and protect post offices in Hawai‘i. In 2020, he included a provision in a government spending bill to ensure post offices across Hawai‘i were funded and remained open for residents.

The full text of the bill is available here.

MIL OSI USA News –

February 13, 2025
MIL-OSI Security: Two Pharmacists Convicted for Illegal Distribution of Oxycodone

Source: Office of United States Attorneys

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

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

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

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

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

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

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

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

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

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

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

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

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

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

These convictions are part of an Organized Crime Drug Enforcement Task Forces (OCDETF) operation led by the U.S. Attorney’s Office and the DEA. OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. Additional information about the OCDETF Program can be found at https://www.justice.gov/OCDETF.

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

The Defendants:

YOUSEF ENNAB
Age: 27
Brooklyn, New York

MOHAMED HASSAN
Age: 34
Brooklyn, New York

Co-Defendants Who Pleaded Guilty:

LETICIA SMITH
Age: 54
Brooklyn, New York

BASSAM AMIN
Age: 69
Brooklyn, New York

OMAR ELSAYED
Age: 28
Hackensack, New Jersey

YOUSEF ENNAB
Age: 25
Brooklyn, New York

MICHAEL KENT
Age: 49
Brooklyn, New York

ANTHONY MATHIS
Age: 55
New Windsor, New York

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

RAYMOND WALKER
Age: 70
Brooklyn, New York

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

MIL Security OSI –

February 13, 2025
MIL-OSI Security: Boston Man Pleads Guilty to Drug Conspiracy

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

BOSTON – A member of the violent Boston-based gang, H-Block, has pleaded guilty today in federal court in Boston to drug conspiracy charges.

Dominique Carpenter-Grady, a/k/a “8 Zipp,” a/k/a “Eight,” “a/k/a “Eighty,” 35, pleaded guilty to one count of conspiracy to distribute and to possess with intent to distribute PCP, MDMB-4en-PINACA and ADB-4en-PINACA. U.S. District Court Judge Indira Talwani scheduled sentencing for Feb. 11, 2026.

Carpenter-Grady was one of 10 H-Block gang members and associates charged in August 2024 following a multi-year investigation of H-Block beginning in 2021 in response to an uptick in gang-related drug trafficking, shootings and violence. Over 500 grams of cocaine, cocaine base (crack cocaine) and fentanyl, as well as over 20,000 doses of drug-laced paper were seized during the investigation.

According to the charging documents, the H-Block street gang is one of the most feared and influential city-wide gangs in Boston. Originally formed in the 1980s as the Humboldt Raiders in the Roxbury section of Boston, the gang re-emerged in the 2000s as H-Block. Current members of H-Block have a history of violent confrontation with law enforcement, including an incident in 2015 when a member shot a Boston Police officer at point blank range without warning or provocation.

Carpenter-Grady was a long-time H-Block gang member and one of three members and associates of H Block charged with a conspiracy to smuggle illegal drugs into a Massachusetts prison. Carpenter-Grady facilitated intercepted calls coordinating the smuggling of drugs on saturated papers into the prison where alleged co-conspirators were incarcerated. It is alleged that several sheets of paper containing PCP (Phenylcyclidine) and illegal K2 were seized over the course of the investigation. It is estimated that a single sheet of such paper would be worth as much as $80,000 inside the prison.

According to court documents, the Massachusetts Department of Correction has seen a significant increase in the smuggling of synthetic cannabinoids, a/k/a “K2,” and other dangerous substances into the prison system. A common method of introducing the drugs is by exploiting the Department of Correction’s inmate mail policies, which prohibit delivery to inmates of original copies of any materials contained in incoming mail except for legal mail, original copies of which are inspected and delivered via the U.S. postal system. Sheets of paper are saturated or sprayed with liquid narcotics, dried, printed with fake legal correspondence, and then mailed to inmates in an envelope marked as legal mail, in the hopes that the drug-laced paper will be delivered undetected.

Carpenter-Grady is the second defendant to plead guilty in the case.

The charges of conspiracy to distribute and to possess with intent to distribute PCP, MDMB-4en-PINACA and ADB-4en-PINACA provides for a sentence of up to 20 years in prison, at least three years and up to a lifetime of supervised release and a fine of up to $1 million. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

United States Attorney Leah B. Foley; Stephen Belleau, Acting Special Agent in Charge of the Drug Enforcement Administration, New England Field Division; Special Agent in Charge Andrew Murphy of the U.S. Secret Service Boston Field Office; Jodi Cohen, Special Agent in Charge of the Federal Bureau of Investigation, Boston Division; Boston Police Commissioner Michael Cox; and Jonathan Mellone, Special Agent in Charge of the U.S. Department of Labor, Office of Inspector General, Northeast Region made the announcement. The investigation was supported by the Massachusetts State Police; Suffolk County District Attorney’s Office; Massachusetts Department of Corrections; and the Braintree, Quincy, Randolph and Watertown Police Departments. Assistant United States Attorney John T. Dawley of the Organized Crime & Gang Unit and Jeremy Franker of the Justice Department’s Violent Crime & Racketeering Section are prosecuting the cases.

The case was investigated under the Organized Crime Drug Enforcement Task Forces (OCDETF). OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. For more information about Organized Crime Drug Enforcement Task Forces, please visit Justice.gov/OCDETF.

The details contained in the charging documents are allegations. The remaining defendants are presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.

MIL Security OSI –

February 13, 2025
MIL-OSI Security: U.S. Marshals Arrest Previously Deported Man for Violation of Sex Offender Registration and Reentry of Deported Alien

Source: US Marshals Service

Trenton, TN – Early this morning, the U.S. Marshals led Two Rivers Violent Fugitive Task Force (TRVFTF) in Jackson, Tennessee, and Homeland Security Investigations (HSI) arrested Jose Alfredo Melendez-Hernandez.

The U.S. Marshals Service (USMS) in the Western District of Tennessee began investigating Melendez-Hernandez, 52, for violation of the Sex Offender Registration and Notification Act (SORNA) after it was determined that he was residing in Gibson County, Tennessee and failed to register as a sex offender.

Investigators also determined that Melendez-Hernandez was previously deported and removed from the United States in 2009 following a conviction for sexual battery in Texas.

The investigation further revealed that Melendez-Hernandez was in the United States without having obtained the express consent from the Secretary of Homeland Security to reapply for admission to the United States.

Melendez-Hernandez was indicted in federal court in the Western District of Tennessee on February 10, 2025, for violation of SORNA and Reentry of Deported Alien.

On February 12, 2025, the TRVFTF and HSI Agents went to a residence on Cades Loop Road in Trenton, Tennessee. After Melendez-Hernandez failed to comply with commands to come outside, the door was breached by Deputy marshals and task force officers. Melendez-Hernandez was found inside, taken into custody, and transported to the James D. Todd U.S. Courthouse in Jackson.

The U.S. Marshals Service Two Rivers Violent Fugitive Task Force is a multi-agency task force within Western Tennessee. The TRVFTF has offices in Memphis and Jackson, and its membership is primarily composed of Deputy U.S. Marshals, Shelby, Fayette, Tipton, and Gibson County Sheriff’s Deputies, Memphis and Jackson Police Officers, Tennessee Department of Correction Special Agents and the Tennessee Highway Patrol. Since 2021, the TRVFTF has captured approximately 3,000 violent offenders and sexual predators.

MIL Security OSI –

February 13, 2025
MIL-OSI: QXO Proposes Full Slate of Independent Directors for Election at Beacon Roofing Supply’s 2025 Annual Meeting

Source: GlobeNewswire (MIL-OSI)

GREENWICH, Conn., Feb. 12, 2025 (GLOBE NEWSWIRE) — QXO, Inc. (NYSE: QXO) announced today that it has informed Beacon Roofing Supply, Inc. (Nasdaq: BECN) that it will propose 10 independent director nominees at Beacon’s 2025 Annual Meeting of Shareholders to replace Beacon’s Board of Directors.

The slate of independent nominees includes current and former senior executives and directors of leading global companies who were selected for their deep expertise with large-scale corporate transformations, extensive knowledge of the building products and distribution sectors, and track records of unlocking shareholder value.

“We are proposing a slate of high-caliber, independent director nominees who are astute at delivering value to shareholders of large public companies,” said Brad Jacobs, chairman and chief executive officer of QXO. “If elected, our nominees would give Beacon’s shareholders a direct voice in advocating for an independent evaluation of QXO’s proposal.”

On January 27, 2025, QXO commenced a tender offer to purchase all outstanding shares of Beacon for $124.25 per share in cash for an aggregate enterprise value of approximately $11 billion, representing a 37% premium to Beacon’s 90-day unaffected volume-weighted average price per share as of November 15, 2024, when news of QXO’s offer was first brought to public attention. QXO’s offer price of $124.25 per share is higher than Beacon’s shares have ever traded. QXO’s tender offer will be outstanding until 12:00 midnight (New York City time) at the end of February 24, 2025. QXO has received antitrust clearance for the acquisition in both the U.S. and Canada and is prepared to complete it shortly after the offer expires, subject to the terms of the offer.

QXO intends to solicit proxies from Beacon stockholders by filing a proxy statement and universal WHITE proxy voting card for Beacon’s 2025 Annual Meeting. Beacon stockholders can choose to replace Beacon’s current directors and elect the 10 new directors proposed by QXO by voting “FOR” on the universal WHITE proxy card. Stockholders can cast their vote prior to or at Beacon’s 2025 Annual Meeting, which is expected to be held in May.

Nominees

QXO’s independent nominees for Beacon’s Board of Directors are:

Sheree Bargabos: Sheree Bargabos served as president, roofing and asphalt for over a decade with Owens Corning (NYSE: OC), a global manufacturer of building and composite material systems. During her 37-year tenure with the company, she held a variety of leadership roles, including vice president, customer experience, roofing. More recently, Ms. Bargabos was a non-executive director of the board and member of the governance committee of PGT Innovations, Inc. (formerly NYSE: PGTI), a manufacturer of high-performance windows and doors, until the company was acquired by MITER Brands in 2024. Since 2018, she has served on the board of Steel Dynamics, Inc. (Nasdaq: STLD), a leading steel producer in the U.S., where she sits on the audit and compensation committees.

Paul Camuti: Paul Camuti is the former executive vice president and chief technology and sustainability officer of Trane Technologies plc (NYSE: TT), a global leader in HVAC and refrigeration solutions for residential, commercial, and industrial markets, which separated from Ingersoll Rand, Inc. (NYSE: IR) in 2020. Prior to that, Mr. Camuti served as chief technology officer, corporate sustainability, and senior vice president, innovation, at Ingersoll Rand for nine years. Earlier, he spent 13 years at Siemens AG (OTC: SIEGY), holding various divisional executive leadership roles. Mr. Camuti currently serves on the board of Garrett Motion, Inc. (Nasdaq: GTX) and previously served on the board of The ExOne Company (formerly Nasdaq: XONE).

Karel Czanderna: Karel Czanderna is the former president, chief executive officer and a board director of Flexsteel Industries, Inc. (Nasdaq: FLXS), a global leader in the design and production of residential furniture. Prior to Flexsteel, she was group president of the building materials division of Owens Corning (NYSE: OC) and earlier held divisional executive leadership roles with Whirlpool Corp. (NYSE: WHR). Ms. Czanderna serves on the boards of Cibo Vita, Inc. and Soteria Flexibles, and previously served on the board of BlueLinx Holdings Inc. (NYSE: BXC), a wholesale distributor of building and industrial products.

Jonathan Foster: Jonathan Foster is the founder and a managing director of Current Capital Partners, an independent advisory and merchant banking firm. His 35-year career in financial and investment services includes 10 years with Lazard, Inc. (NYSE: LAZ), where he rose to managing director. He has served on more than 40 corporate boards, including current roles on the boards of Berry Global Group, Inc. (NYSE: BERY), Five Point Holdings, LLC (NYSE: FPH), and Lear Corp. (NYSE: LEA). Previously, he was a director and the audit committee chair of door manufacturer Masonite International Corp. for 15 years and served on the special transaction committee during the company’s sale to Owens Corning (NYSE: OC).

Mauro Gregorio: Mauro Gregorio is the former president of Performance Materials & Coatings at Dow Inc. (NYSE: DOW), a global leader in materials science. He previously served as chief executive officer of Dow Silicones Corp., formerly Dow Corning, and president of Dow Consumer Solutions. Mr. Gregorio serves on the board of Eagle Materials, Inc. (NYSE: EXP), a construction products manufacturer, and sits on the audit and corporate governance, nominating and sustainability committees. Mr. Gregorio also serves on the board of Radius Recycling, Inc. (Nasdaq: RDUS), formerly Schnitzer Steel Industries, Inc., and sits on the audit and compensation and human resources committees.

Michael Lenz: Michael Lenz is the former chief financial officer of FedEx Corp. (NYSE: FDX), overseeing all financial functions within its portfolio of transportation, e-commerce and supply chain management services. He held a variety of senior roles during his 18-year tenure with FedEx, including senior vice president and treasurer. Prior to FedEx, he was with American Airlines Group, Inc. (NYSE: AAL) for 11 years in investor relations, international network, and strategic planning roles. Mr. Lenz serves on the board of Methodist Le Bonheur Healthcare.

Teresa May: Teresa May is the president and owner of H+G Advisory, LLC and an advisor for portfolio operations at private equity firm KPS Capital Partners. Her 25-year career as an international growth and strategic marketing executive includes prior positions as chief marketing officer for American Woodmark Corp. (Nasdaq: AMWD), head of global strategic marketing for Owens Corning (NYSE: OC), and president of healthcare and chief strategy officer of security solutions for Stanley Black & Decker, Inc. (NYSE: SWK). Ms. May is a member of the board of Fluidmaster, Inc., a global leader in water management, and previously served on the boards of American Woodmark and Transcendia, Inc.

Stephen Newlin: Stephen Newlin is the former president, chief executive officer and chairman of the board of Univar Solutions, Inc. (NYSE: UNVR), a global chemicals distributor. Prior to Univar, he was president, chief executive officer and chairman of PolyOne Corp., now Avient Corp. (NYSE: AVNT), a specialty polymer manufacturer and distributor. Mr. Newlin is currently chairman of the board of Oshkosh Corp. (NYSE: OSK), a global equipment manufacturer, where he also sits on the audit, governance, and human resource committees. He previously served on the boards of The Chemours Company (NYSE: CC) and Valspar Corp (NYSE: VAL), prior to its acquisition by Sherwin Williams in 2017.

Joseph Reitmeier: Joseph Reitmeier is the former chief financial officer of Lennox International, Inc. (NYSE: LII), a global manufacturer of residential and commercial climate control solutions and refrigeration systems. Since 2016, he has served on the board of Watts Water Technologies, Inc. (NYSE: WTS), a global leader of water quality solutions. Mr. Reitmeier currently sits on the board’s audit committee, the governance and sustainability committees, and previously served on the nominating and corporate governance committee.

Wendy Whiteash: Wendy Whiteash is the former executive vice president, integration and strategic priorities, for US LBM Holdings, LLC, a leading distributor of roofing, siding, windows, doors, decking, and engineered components. Earlier, she served as US LBM’s chief human resources officer. Ms. Whiteash spent the first 17 years of her career with Ferguson Enterprises, Inc. (NYSE: FERG), the largest U.S. value-added distributor of plumbing, heating, ventilation, air conditioning and MRO solutions, where she held various roles in finance, operations and human resources.

Advisors

Morgan Stanley & Co. LLC is acting as lead financial advisor to QXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel.

About QXO

QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management, business intelligence and other applications. QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The company is targeting tens of billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit www.qxo.com for more information.

Forward-Looking Statements

This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets, goals, regulatory approval timing and nominating directors are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Such factors include but are not limited to: the ultimate outcome of any possible transaction between QXO, Inc. (“QXO”) and Beacon Roofing Supply, Inc. (“Beacon”), including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those proposed; uncertainties as to whether Beacon will cooperate with QXO regarding the proposed transaction; the ultimate result should QXO commence a proxy contest for election of directors to Beacon’s Board of Directors; QXO’s ability to consummate the proposed transaction with Beacon; the conditions to the completion of the proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals; QXO’s ability to finance the proposed transaction; the substantial indebtedness QXO expects to incur in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; QXO’s ability to retain certain key employees; and general economic conditions that are less favorable than expected. QXO cautions that forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. QXO does not assume any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

Important Additional Information and Where to Find It

This communication is for informational purposes only and does not constitute a recommendation, an offer to purchase or a solicitation of an offer to sell Beacon securities. QXO and Queen MergerCo, Inc. (the “Purchaser”) filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) on January 27, 2025, and Beacon filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with the SEC on February 6, 2025. Investors and security holders are urged to carefully read the Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as each may be amended or supplemented from time to time) and the Solicitation/Recommendation Statement as these materials contain important information that investors and security holders should consider before making any decision regarding tendering their common stock, including the terms and conditions of the tender offer. The Tender Offer Statement, Offer to Purchase, Solicitation/Recommendation Statement and related materials are filed with the SEC, and investors and security holders may obtain a free copy of these materials and other documents filed by QXO and Beacon with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the Tender Offer Statement and other documents that QXO and the Purchaser file with the SEC will be made available to all investors and security holders of Beacon free of charge from the information agent for the tender offer: Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022, toll-free telephone: +1 (888) 750-5834.

QXO and the other participants intend to file a preliminary proxy statement and accompanying WHITE universal proxy card with the SEC to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2025 Annual Meeting of stockholders of Beacon. QXO strongly advises all stockholders of Beacon to read the preliminary proxy statement, any amendments or supplements to such proxy statement, and other proxy materials filed by QXO with the SEC as they become available because they will contain important information. Such proxy materials will be available at no charge on the SEC’s website at www.sec.gov and at QXO’s website at investors.qxo.com. In addition, the participants in this proxy solicitation will provide copies of the proxy statement, and other relevant documents, without charge, when available, upon request. Requests for copies should be directed to the participants’ proxy solicitor.

Certain Information Concerning the Participants

The participants in the proxy solicitation are anticipated to be QXO, Brad Jacobs, Ihsan Essaid, Matt Fassler, Mark Manduca, Sheree Bargabos, Paul Camuti, Karel Czanderna, Jonathan Foster, Mauro Gregorio, Michael Lenz, Teresa May, Stephen Newlin, Joseph Reitmeier and Wendy Whiteash. As of the date of this communication, QXO owns 100 shares of common stock of Beacon in record name and Ms. Czanderna may be deemed to beneficially own 10 shares of common stock of Beacon held in a trust, for which Ms. Czanderna’s husband serves as trustee. As of the date of this communication, none of the other participants has any direct or indirect interest, by security holdings or otherwise, in Beacon.

Media Contacts

Joe Checkler
joe.checkler@qxo.com
203-609-9650

Steve Lipin / Lauren Odell
Gladstone Place Partners
212-230-5930

Investor Contacts

Mark Manduca
mark.manduca@qxo.com
203-321-3889

Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
212-750-5833

The MIL Network –

February 13, 2025
MIL-OSI Economics: The Apple TV app is now available on Android

Source: Apple

Headline: The Apple TV app is now available on Android

UPDATE February 12, 2025

Android customers can download the Apple TV app to subscribe to Apple TV+ and MLS Season Pass

The Apple TV app is now available to download from Google Play on Android mobile devices — including phones, tablets, and foldables — offering Android users access to hit, award-winning Apple Original series and films on Apple TV+, along with MLS Season Pass, the home of Major League Soccer.

Available around the world,¹ the Apple TV app for Android was built from the ground up to deliver Android users a familiar and intuitive interface. Android users can subscribe to Apple TV+ and MLS Season Pass using their Google Play account on Android mobile and Google TV devices. Apple TV+ also offers a seven-day free trial.

The Apple TV app on Android includes key features like Continue Watching to pick up where a user left off across all their devices, and Watchlist to keep track of everything they want to watch in the future. The app streams seamlessly over Wi-Fi or a cellular connection, and includes the ability to download to watch offline.

With the Apple TV app on Android, Android users can now subscribe to Apple TV+, which offers compelling drama and comedy series, feature films, groundbreaking documentaries, and kids and family entertainment. The service’s hit titles include series like Severance, Slow Horses, The Morning Show, Presumed Innocent, Shrinking, Hijack, Loot, Palm Royale, Masters of the Air, and Ted Lasso. Subscribers can also access Apple Original films like Wolfs, The Instigators, The Family Plan, Killers of the Flower Moon, CODA, and more.

Just in time for Major League Soccer’s 2025 season, Android users can also subscribe to MLS Season Pass. Available through the Apple TV app, the subscription service offers fans every MLS match in one dedicated location with no blackouts, plus an array of exclusive content, in-depth coverage, and analysis. All 30 MLS clubs will be in action as the league kicks off its 30th season the weekend of February 22.

Apple TV+ is also the home of Friday Night Baseball — a weekly Major League Baseball double-header with no local broadcast restrictions. New for 2025, Apple TV+ subscribers can also enjoy Sunday Night Soccer, a weekly primetime standalone match showcasing MLS’s most compelling matchups.

Following its launch on November 1, 2019, Apple TV+ became the first all-original streaming service to launch around the world, and has premiered more original hits and received more award recognitions faster than any other streaming service in its debut. To date, Apple Original films, documentaries, and series have been honored with 538 wins and 2,553 award nominations and counting, including multi-Emmy Award-winning comedy Ted Lasso and historic Oscar Best Picture winner CODA.

1. Availability may vary by region.

MIL OSI Economics –

February 13, 2025
MIL-OSI Canada: New appointments to Agricultural Products Marketing Council
The council is a public agency that oversees agricultural marketing boards and commissions to ensure they are implementing governance best practices, provides policy advice to the minister of Agriculture and Irrigation, and administers legislation for the agricultural industry and government.

“This is an important board, whose membership includes people with excellent agricultural credentials and experience. It provides the government with advice to ensure our ag industry remains competitive and innovative, while attracting investment, creating jobs and putting food on the tables of Alberta families and families across the country and around the world.”

RJ Sigurdson, Minister of Agriculture and Irrigation

Three appointees are returning for a second term, including the new council chair, John Buckley, and vice-chair, Henricus Bos. The new chair and vice-chair will assume their executive positions effective March 21, 2025. The third appointment for a second term is council member John Guelly.

Susan Novak continues to serve as the government’s representative.

“I am honoured to be appointed chair of the Marketing Council board. I’ve enjoyed the past three years on council, particularly helping amalgamate the former wheat and barley commissions and our continued focus on marketing board and commission bylaws. I look forward to working with my fellow council members, our boards and commissions and Minister Sigurdson to help ensure agriculture remains a strong and thriving sector in Alberta.”

John Buckley, chair of the Alberta Agricultural Products Marketing Council

Three other members are either completing their terms or have decided to resign due to other priorities. They will be replaced by three new council members, who will infuse new ideas and perspectives into the council. They are:
- Ian Chitwood
- Susan Schafers
- David Moss
The new council members will start their first term on March 21, 2025.

The government appoints council members using an open and competitive application and members are chosen based on experience and credentials.

Quick facts
- The Alberta Agricultural Products Marketing Council is established under the Marketing of Agricultural Products Act. The council currently has seven members, including a Government of Alberta representative.
- Council members can serve a maximum of two consecutive terms (one term is three years) and are appointed by an order-in-council.
Related information – Biographies

John Buckley: John and his wife operate a cow-calf operation southwest of Cochrane. John has 40 years of experience in the livestock industry. John has been active in his community and industry and continues to be involved with a number of organizations and groups. His passion for rangelands, specifically grasslands, fuels his desire to operate in such a way that leaves the land in a better state than when he started operating on it, creating opportunity for future generations.

Henricus Bos: Hennie is a farmer, on-farm processor and industry leader. He has filled many leadership roles in the Alberta and Canadian dairy industry as director and chair of Alberta Milk, as well as commissioner at the Canadian Dairy Commission. Being involved provincially and nationally in the dairy industry, combined with Bles-Wold yogurt processing experience, Hennie knows the industry and supply management well. Hennie holds a bachelor of science in dairy science and has completed several governance and business courses.

John Guelly: John is a third-generation grain and oilseed farmer from north-central Alberta. He, his wife and two children have been farming for more than 30 years. John was a regional director for Alberta Canola from 2015-2021 (chair from 2019-2021), and has served on numerous other local, provincial, and national boards and committees in the agricultural industry. John graduated from the University of Alberta with a B.Sc. in agricultural engineering and previously worked full-time in manufacturing, as well as consulting while operating the farm.

Ian Chitwood: Ian is a farmer and a professor who works with students to advance agriculture. Ian has extensive board experience with Alberta Canola, Agsafe Alberta and Verb Theatre. Ian has a PhD in business from Athabasca University, a MBA, a M.A., and a B.Comm from the University of Alberta.

Susan Schafers: Susan is a second-generation pullet and cattle farmer who is past chair for Egg Farmers of Alberta and current chair for Parkland County’s Agricultural Service Board. Susan has broad experience serving on local, provincial and national boards as well as various committees. She has strong governance training and experience in facilitation and consensus building. She holds a B.Sc. in agriculture and food business management from the University of Alberta.

David Moss: David is the director of business development (Animal Agriculture) for TELUS Agriculture. Previously, he was the general manager of the Canadian Cattle Association where he led the animal health file and worked closely with the Government of Canada and the Canadian Food Inspection Agency on numerous files, including co-chairing the working group responsible for Canada regaining negligible-risk status for bovine spongiform encephalopathy (BSE) by the World Organization for Animal Health. He was co-founder and vice-president of AgriClear LP, an enterprise level online agri-business marketplace joint venture with the TMX Group. He has also held executive roles at ITS Global and Livestock Identification Services. An entrepreneur by nature, David has been in the agriculture industry his entire career. He helped build ranch-to-retail alliances in the United States, Australia and South America and brings a focus on innovation, data technology, and international business knowledge and experience. David holds a master of arts in Leadership Studies from the University of Guelph, a bachelor of management from the University of Lethbridge, and a master’s certificate in project management from York University. He serves on numerous industry committees and is an active volunteer in his Okotoks community.

Susan Novak: Susan has a wealth of experience in leading policy, programs and people. She received her PhD in animal science from the University of Alberta and completed a post-doctoral fellowship at Laval University. Susan started her career at Agriculture and Irrigation as the provincial horse specialist, and now is the executive director of the animal health and assurance branch. She also has a wealth of experience delivering agriculture research funding programming to support a competitive and sustainable agriculture industry in Alberta.

Frank Robinson: Frank has a PhD from the University of Guelph and has been a University of Alberta professor for 35 years. He has worked with broiler breeder chickens to improve reproductive fitness. He has taught introductory animal science classes to more than 1,000 students with a focus on experiential learning. Frank has served as vice-provost and dean of students at the University of Alberta. He has fulfilled leadership roles in several agricultural and academic boards and associations. He was inducted into the Alberta Agriculture Hall of Fame in 2006.

MIL OSI Canada News –
February 13, 2025
MIL-OSI Australia: NSW Government appoints first statutory Agriculture Commissioner
Source: New South Wales Premiere

Published: 13 February 2025

Released by: Minister for Agriculture

The Minns Labor Government is continuing work to ensure the New South Wales farmers and agriculture industry are safeguarded into the future with the appointment of Alison Stone as the state’s first statutory Agriculture Commissioner.
Committed to during the state election and legislated last year, the Commissioner will provide independent advice, conduct reviews and make recommendations to the NSW Government on agricultural matters, including productivity, land use conflict and food security.

Commissioner Stone has over 40 years of experience across primary industries equipping her to provide informed advice to the NSW Government on future proofing this vital industry.

This experience has included 25 years as a farmer, policy experience across Land, Natural Resources, Foresty, Heritage and Wildlife Roles and experience in disaster resilience, response and recovery having led the codesign process for the Disaster Wise Communities Network.

Further, the Commissioner served on the NSW Government’s cornerstone Regional Advisory Council, the Victorian Fisheries Co-Management Council and the Commonwealth Government’s Forest Industry Advisory Council.

As Agriculture Commissioner, Ms Stone will serve an initial three-year term with work to include:
- Assisting the NSW Government in developing an ongoing system for defining, identifying, and mapping agricultural lands throughout the State
- Progressing the pilot of a Farm Practices Panel, which will look at ways to reduce conflict between agricultural producers and neighbours on a broader scale
- Providing input and advice to address challenges related to critical renewable energy infrastructure to support our energy transition and the impact it can have on landholders
- Promoting a coordinated and collaborative approach across the Commonwealth Government, the NSW Government and local government in relation to agricultural matters
- Work with the Net Zero Commissioner promoting a cohesive approach to policy making.
The appointment of the state’s first Statutory Agriculture Commissioner is part of the Minns Labor Government’s ongoing work to ensure regional communities and farmers can thrive. This work has included the following:
- The appointment of the state’s first Independent Biosecurity Commissioner Dr Marion Healy
- The creation of the $450 million Regional Development Trust Fund to deliver sustainable and strategic investment that make a real difference to regional communities
- A historic investment of $947 million in biosecurity protection and enforcement.
NSW Minister for Agriculture Tara Moriarty said:

“The Minns Government has delivered another key election commitment by ensuring farmers and the agricultural sector has a dedicated and independent Agriculture Commissioner to advise me and the Government on best options for matters such as land planning in regional NSW.

“Ms Stone’s extensive career across both the public and private sectors has made her a respected leader in agriculture and the Government is endorsing her for this role because she has a proven track record of resolving complex and contentious issues in areas such as land management reform.

“With 25 years of hands-on experience as a livestock farmer, she also understands the realities of rural life and the challenges faced by our farming communities.

“The appointment of a statutory Agricultural Commissioner marks an exciting new chapter for agriculture in NSW, and I look forward to working alongside Ms Stone to champion our farmers, protect valuable agricultural land, and build a stronger, more resilient agricultural sector.

Ms Alison Stone, endorsed to be the first statutory NSW Agriculture Commissioner said:

“Agriculture is the backbone of our state, and my role is to collaborate with government, landowners and industry leaders to drive tangible, on-the-ground outcomes and practices to ensure NSW has a strong and prosperous agriculture sector.”

“NSW’s primary industries sector is one of the most diverse in the country, with a wide range of agricultural commodities and farming systems. While this presents challenges, it also creates valuable opportunities for growth and innovation.

“One of my key priorities is helping government to protect and support our agricultural land, ensuring productivity remains on the government’s agenda alongside its priorities for renewable energy and housing.

“I am honoured to be endorsed by the NSW Government for the first statutory Agriculture Commissioner and to work alongside Minister Moriarty and the farming sector to build a more resilient and prosperous future.
MIL OSI News –
February 13, 2025
MIL-OSI Australia: NSW Government rebuilding TAFE with multi-year pay deal
Source: New South Wales Premiere

Published: 13 February 2025

Released by: Minister for Industrial Relations, Minister for Skills, TAFE and Tertiary Education

The Minns Labor Government has secured a multi-year pay deal with TAFE NSW teachers, benefiting nearly 9,000 teaching staff. Over 90 per cent of teaching staff, backed by the NSW Teachers Federation, voted to accept the government’s 10.5% baseline pay offer, higher than ever offered under the former government.
This comes after a decade long wages cap by the former Liberal-National Government that left thousands of teachers underpaid and in insecure employment.

Nearly two thirds of NSW Public sector workers and their union have now signed wage agreements with the NSW Government.

The deal, which delivers on the Government’s election commitment to rebuild TAFE NSW, consists of:
- A 3.5% pay rise, plus a 0.5% superannuation boost for 2024-25;
- A 3% pay rise annually in both 2025-26 and 2026-27, plus a further 0.5% increase to super in 2025-26.
Additionally, the Government will undertake reforms within 12 months to remove TAFE NSW from the former Government’s “Smart and Skilled” competitive market, a key recommendation of the NSW VET Review.

This means TAFE NSW will no longer compete with the private training providers for funding and instead will have a more predictable annual budget.

These changes will slash red tape and give teachers more time to focus on the actual teaching of students.

In addition, the Minns Labor Government has transitioned more than 1700 casual teachers and delivery support staff from the beginning of this semester into permanent roles, providing long-overdue job security and stability for staff who have endured years of uncertainty.

80% of the TAFE NSW teaching workforce now enjoy greater job security, ensuring a stable, experienced workforce to deliver training in priority industries such as construction, manufacturing, and healthcare.

Minister for Industrial Relations, Sophie Cotsis said:

“This pay agreement with TAFE NSW teaching staff reaffirms the Minns Labor Government’s industrial relations framework is working.

“It recognises not only the important service our teachers and educators provide but acknowledges and rewards their efforts.

“This is a good step forward but there is always more work to do to ensure we have the best public service in the world.”

Minister for Skills, TAFE and Tertiary Education, Steve Whan said:   

“I’m delighted that the TAFE NSW teaching staff have agreed to the Government’s offer, recognising their contribution to the state. Our teachers are on the front line of delivering the skills education to fill shortages in our critical industries and we value them.”

“We’ve heard from teachers that they want to see reform in TAFE NSW, and alongside the increase in pay, this agreement builds on reform by no longer requiring TAFE NSW to compete with private training providers for funding.

“Removing TAFE NSW from the competitive (Smart and Skilled) market was a key recommendation of the Government’s VET Review. It will result in a major reduction in administrative burden for TAFE NSW, but more importantly it enhances the recognition that TAFE NSW is the core provider of vocational training in NSW.

“Funding certainty and a stable and secure vocational training workforce are crucial to meeting the increasing demand for skilled workers across several critical industries NSW communities rely on every day.”

NSW Teachers Federation President, Henry Rajendra said: 

“The Federation enthusiastically welcomes the strengthening of TAFE NSW, with more than 1700 teachers transitioning from casual to permanent role starting earlier this term.

We also commend the removal of the constraints of the contestable funding market on TAFE NSW, and the introduction of a new three-year enterprise agreement that delivers solid pay increases to some of the most essential educators in NSW.

“These are a clear demonstration of the NSW Government’s commitment to rebuilding a strong and stable TAFE NSW.

“As the heart of the vocational education and training sector in Australia, TAFE NSW is critical to delivering the education and skills for our students, communities and economy across NSW.

“TAFE NSW has a proven track record of excellence, delivering dependable public education that meets individual, industry and community needs.”
MIL OSI News –
February 13, 2025
MIL-OSI Security: Northfield Man Sentenced to 72 Months in Federal Prison for Attempting to Receive Two Pounds of Methamphetamine Through the United States Postal Service

Source: Federal Bureau of Investigation (FBI) State Crime Alerts (b)

CONCORD – A Northfield man was sentenced today in federal court for his attempt to receive two packages of methamphetamine in New Hampshire through the United States Postal Service (USPS), Acting U.S. Attorney Jay McCormack announces.

Joseph Crawford, of Northfield, age 33, was sentenced by U.S. District Court Judge Landya McCafferty to 72 months in federal prison and 3 years of supervised release. On October 30, 2024, Crawford pleaded guilty to two counts of attempted possession with intent to distribute methamphetamine.

“Joseph Crawford used the United States Postal Service in an attempt to smuggle dangerous drugs across state lines into the Granite State,” said Acting United States Attorney Jay McCormack. “Individuals using the mail as an avenue to traffic illegal narcotics to New Hampshire will be prosecuted and significantly punished.”

“Joseph Crawford has repeatedly demonstrated a blatant disregard for the law and yesterday’s sentence puts him out of business and behind bars for receiving significant quantities of meth through the mail while on parole for two prior state drug convictions,” said Jodi Cohen, Special Agent in Charge of the FBI Boston Division. “The FBI will continue to work with our law enforcement partners to prevent illegal drugs from hitting the streets in order to make our cities safer.”

“As methamphetamine seizures are on the rise, DEA stands committed to keeping this highly addictive drug out of New Hampshire,” said Acting DEA Special Agent in Charge Stephen Belleau, New England Field Division. “Today’s sentence not only holds Mr. Crawford accountable for his crimes but serves as a warning to those who attempt to bring this poison to the Granite State.”

“The U.S. Postal Inspection Service and our law enforcement partners will continue to dedicate the resources necessary to keep methamphetamine producers and traffickers out of our communities,” said Inspector in Charge Ketty Larco-Ward, U.S. Postal Inspection Service. “Today’s sentencing is a result of a coordinated effort of our local and state law enforcement partners to keep methamphetamine and other drugs out of our communities.”

On July 5 and July 19, 2023, the United States Postal Inspection Service (“USPIS”) flagged suspicious packages addressed to Joseph Crawford at an address in Northfield, New Hampshire, sent from California. USPIS obtained search warrants for both packages, which contained over two pounds of methamphetamine in total.

The United States Postal Inspection Service Boston Division, the Federal Bureau of Investigation, and the Drug Enforcement Administration led the investigation. The New Hampshire State Police, Claremont Police Department, and the Lebanon Police Department provided valuable assistance. Assistant United States Attorney Heather A. Cherniske prosecuted the case.

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.

###

MIL Security OSI –

February 13, 2025

MIL-OSI: Birchcliff Energy Ltd. Announces Unaudited 2024 Full-Year and Fourth Quarter Results and 2024 Reserves Highlights

Source: GlobeNewswire (MIL-OSI)

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

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

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

2024 Financial and Operational Highlights

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

2024 Reserves Highlights⁽⁴⁾

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

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

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

______________________________

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

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

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

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

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

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

2024 UNAUDITED FINANCIAL AND OPERATIONAL SUMMARY

	Three months ended December 31,				Twelve months ended December 31,
	2024		2023		2024		2023
OPERATING
Average production
Light oil (bbls/d)	1,993		1,649		2,017		1,849
Condensate (bbls/d)	4,310		5,145		4,425		5,202
NGLs (bbls/d)	7,748		7,653		7,080		6,306
Natural gas (Mcf/d)	381,433		372,594		379,040		374,052
Total (boe/d)	77,623		76,546		76,695		75,699
Average realized sales prices (CDN$)⁽¹⁾
Light oil (per bbl)	95.18		100.07		98.90		99.07
Condensate (per bbl)	95.79		103.80		99.66		103.76
NGLs (per bbl)	26.20		26.95		26.37		26.92
Natural gas (per Mcf)	2.27		2.92		2.05		3.03
Total (per boe)	21.53		26.02		20.90		26.79

NETBACK AND COST ($/boe)
Petroleum and natural gas revenue⁽¹⁾	21.53		26.03		20.91		26.80
Royalty expense	(1.26	)	(2.75	)	(1.41	)	(2.54	)
Operating expense	(2.91	)	(3.81	)	(3.24	)	(3.83	)
Transportation and other expense⁽²⁾	(5.26	)	(5.53	)	(5.24	)	(5.69	)
Operating netback⁽²⁾	12.10		13.94		11.02		14.74
G&A expense, net	(2.00	)	(1.80	)	(1.45	)	(1.52	)
Interest expense	(1.40	)	(0.95	)	(1.31	)	(0.74	)
Lease interest expense	(0.33	)	–		(0.16	)	–
Realized gain (loss) on financial instruments	1.68		(0.38	)	0.33		(1.35	)
Other cash income (expense)	0.01		0.01		0.01		(0.03	)
Adjusted funds flow⁽²⁾	10.06		10.82		8.44		11.10
Depletion and depreciation expense	(8.96	)	(8.44	)	(8.79	)	(8.20	)
Unrealized gain (loss) on financial instruments	5.95		(1.58	)	3.51		(1.38	)
Other expenses⁽³⁾	(0.75	)	(1.88	)	(0.52	)	(0.95	)
Deferred income tax (expense) recovery	(1.37	)	0.29		(0.64	)	(0.22	)
Net income (loss) to common shareholders	4.93		(0.79	)	2.00		0.35

FINANCIAL
Petroleum and natural gas revenue ($000s)⁽¹⁾	153,741		183,295		586,856		740,359
Cash flow from operating activities ($000s)	45,641		79,006		203,710		320,529
Adjusted funds flow ($000s)⁽⁴⁾	71,838		76,215		236,794		306,827
Per basic common share ($)⁽²⁾	0.27		0.29		0.88		1.15
Free funds flow ($000s)⁽⁴⁾	13,528		18,049		(36,290	)	2,190
Per basic common share ($)⁽²⁾	0.05		0.07		(0.13	)	0.01
Net income (loss) to common shareholders ($000s)	35,216		(5,533	)	56,100		9,780
Per basic common share ($)	0.13		(0.02	)	0.21		0.04
End of period basic common shares (000s)	271,304		267,156		271,304		267,156
Weighted average basic common shares (000s)	270,185		266,667		269,081		266,465
Dividends on common shares ($000s)	27,126		53,390		107,833		213,344
F&D capital expenditures ($000s)⁽⁵⁾	58,310		58,166		273,084		304,637
Total capital expenditures ($000s)⁽⁴⁾	66,673		59,541		282,745		307,916
Revolving term credit facilities ($000s)	566,857		372,097		566,857		372,097
Total debt ($000s)⁽⁶⁾	535,557		382,306		535,557		382,306

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

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

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

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

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

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

FULL-YEAR AND Q4 2024 UNAUDITED FINANCIAL AND OPERATIONAL RESULTS

Production

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

Adjusted Funds Flow and Cash Flow From Operating Activities

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

Net Income (Loss) to Common Shareholders

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

Debt and Credit Facilities

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

Marketing and Natural Gas Market Diversification

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

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

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

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

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

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

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

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

Three months ended December 31, 2024
Natural gas market	Natural gas sales⁽¹⁾ (CDN$000s)	Percentage of natural gas sales (%)	Natural gas production (Mcf/d)	Percentage of natural gas production (%)	Average realized natural gas sales price⁽¹⁾ (CDN$/Mcf)	Natural gas transportation costs⁽²⁾ (CDN$/Mcf)	Natural gas sales netback⁽³⁾ (CDN$/Mcf)
AECO	31,027	39	216,321	57	1.57	0.38	1.19
Dawn	48,281	60	162,555	42	3.23	1.43	1.80
Alliance⁽⁴⁾	307	1	2,557	1	1.30	–	1.30
Total	79,615	100	381,433	100	2.27	0.83	1.44
Three months ended December 31, 2023
Natural gas market	Natural gas sales⁽¹⁾ (CDN$000s)	Percentage of natural gas sales (%)	Natural gas production (Mcf/d)	Percentage of natural gas production (%)	Average realized natural gas sales price⁽¹⁾ (CDN$/Mcf)	Natural gas transportation costs⁽²⁾ (CDN$/Mcf)	Natural gas sales netback⁽³⁾ (CDN$/Mcf)
AECO	50,508	51	203,024	55	2.72	0.38	2.33
Dawn	47,433	47	161,119	43	3.20	1.42	1.78
Alliance⁽⁴⁾	2,016	2	8,451	2	2.59	–	2.59
Total	99,957	100	372,594	100	2.92	0.83	2.09

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

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

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

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

Capital Activities and Investment

F&D capital expenditures were $273.1 million in 2024, as compared to Birchcliff’s guidance of $250 million to $270 million.
In 2024, the Corporation achieved a significant year-over-year improvement in capital efficiency⁽⁷⁾ for its wells of approximately 24% compared to 2023. The following table sets forth the wells that were drilled and brought on production in 2024:

			Number of wells drilled in 2024⁽¹⁾	Number of wells brought on production in 2024
Pouce Coupe

	04-30 (5-well pad)	Montney D1	0⁽²⁾	5

	16-17 (5-well pad)	BD/UM	1	1
		Montney D1	3	3
		Montney D4	1	1

	16-15 (6-well pad)	Montney D1	6	6

	10-22 (5-well pad)	Montney D1	5	5

	04-05 (5-well pad)	Montney D1	5	0⁽³⁾

Gordondale

	02-27 (2-well pad)	Montney D1	1	1
		Montney D2	1	1

	01-10 (4-well pad)	Montney D1	4	4

Elmworth

	13-09 vertical	Montney	1	0

	01-28 horizontal	Montney	1	0

TOTAL			29	27

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

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

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

^{______________________________}

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

UPDATE ON 2025 CAPITAL PROGRAM

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

U.S. AND CANADIAN TARIFFS

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

2024 YEAR-END RESERVES

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

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

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

Reserves Summary

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

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

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

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

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

^{(1) NGLs includes condensate.}

Net Present Values of Future Net Revenue

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

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

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

Net Asset Value

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

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

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

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

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

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

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

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

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

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

Pricing Assumptions

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

Year	Crude Oil		Natural Gas⁽¹⁾		NGLs					Currency Exchange Rate (US$/CDN$)	Price and Cost Inflation Rates (%)

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

^{(1) 1 Mcf = 1 MMBtu.}

Reconciliation of Changes in Reserves

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

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

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

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

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

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

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

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

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

^{(8) NGLs includes condensate.}

Key highlights include the following:

Extensions and Improved Recovery
- Reserves were added from 27 wells brought on production pursuant to the Corporation’s successful 2024 capital program. The 2024 program was focused in Birchcliff’s core areas in Pouce Coupe and Gordondale, converting proved and probable undeveloped reserves into PDP reserves.

Technical Revisions
- The technical revisions in all reserves categories for light crude oil and medium crude oil were primarily the result of: (i) higher gas-to-oil ratios for existing producing oil wells in the southeast area in Gordondale; and (ii) potential future drilling location adjustments based on offsetting well performance.
- The technical revisions in all reserves categories for conventional natural gas were primarily the result of existing well performance.
- The technical revisions in all reserves categories for shale gas were primarily the result of:

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

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

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

The technical revisions in all reserves categories for NGLs were primarily the result of: (i) a reduction in shale gas volumes; and (ii) reduced NGLs recoveries at the Corporation’s owned and/or operated natural gas processing plants in Pouce Coupe and Gordondale. The reduced NGLs recoveries were partially offset by reduced natural gas shrinkage.

Acquisitions
- Changes were the result of various accretive acquisitions completed by Birchcliff in the Pouce Coupe and Gordondale areas in 2024.
Economic Factors
- The forecast prices for each product type were generally lower in the 2024 Price Forecast than the 2023 Price Forecast, which resulted in the economic limit at the end of a well’s life being achieved earlier and therefore a reduction of the reserves volumes in the total proved and total proved plus probable categories.

Future Development Costs

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

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

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

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

F&D and FD&A Costs

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

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

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

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

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

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

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

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

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

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

Recycle Ratios

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

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

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

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

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

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

Reserves Replacement

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

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

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

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

Reserves Life Index

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

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

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

ABBREVIATIONS

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

NON-GAAP AND OTHER FINANCIAL MEASURES

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

Non-GAAP Financial Measures

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

Adjusted Funds Flow and Free Funds Flow

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

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

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

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

Transportation and Other Expense

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

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

	Three months ended December 31,				Twelve months ended December 31,
($000s)	2024		2023		2024		2023
Transportation expense	36,722		38,509		149,534		152,828
Marketing purchases	14,905		8,928		51,496		34,772
Marketing revenue	(14,083	)	(8,532	)	(54,069	)	(30,521	)
Transportation and other expense	37,544		38,905		146,961		157,079

Operating Netback

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

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

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

FD&A and Total Capital Expenditures

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

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

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

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

Net Asset Value

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

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

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

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

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

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

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

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

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

Non-GAAP Ratios

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

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

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

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

Free Funds Flow Per Basic Common Share

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

Transportation and Other Expense Per Boe

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

Operating Netback Per Boe

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

Operating Netback Recycle Ratio

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

Net Asset Value Per Common Share

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

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

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

Capital Management Measures

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

Total Debt

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

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

^{(1) Current liabilities less current assets.}

^{(2) Reflects the current portion only.}

PRESENTATION OF OIL AND GAS RESERVES

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

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

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

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

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

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

ADVISORIES

Unaudited Information

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

Currency

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

Boe Conversions

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

MMBtu Pricing Conversions

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

Oil and Gas Metrics

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

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

Production

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

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

F&D Capital Expenditures

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

Forward-Looking Statements

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

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

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

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

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

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

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

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

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

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

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

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

ABOUT BIRCHCLIFF:

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

For further information, please contact:

Birchcliff Energy Ltd.
Suite 1000, 600 – 3^rd Avenue S.W.
Calgary, Alberta T2P 0G5
Telephone: (403) 261-6401
Email: birinfo@birchcliffenergy.com
www.birchcliffenergy.com

Chris Carlsen – President and Chief Executive Officer

Bruno Geremia – Executive Vice President and Chief Financial Officer

The MIL Network –

February 13, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

Fourth Quarter Results:

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

Full Year Results:

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

Highlights

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

Expanding Access to Crypto Across the U.S. and EU – Crypto notional volumes increased over 400 percent year-over-year, reaching $71 billion in Q4 2024. Since the start of Q4, Robinhood has also added seven crypto assets in the U.S. and launched Ethereum (ETH) staking in the EU. In June 2024, Robinhood entered into an agreement to acquire Bitstamp, the world’s longest running cryptocurrency exchange serving institutional and retail customers internationally. The acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025.

Establishing Ourselves as the #1 Platform for Active Traders – Last month, Robinhood made index options available to all customers and started to roll out futures trading directly in-app, allowing customers to trade stock indexes, energy, currency, metals and crypto. Additionally, since launching in October 2024, Robinhood Legend – the desktop trading platform built for active traders – has added nearly 30 additional indicators and rolled out crypto trading.

Robinhood Expands Global Ambitions – Robinhood announced plans to expand into the Asia-Pacific region in 2025, with Singapore serving as its local headquarters. Earlier this week, Robinhood also started to offer options trading to its UK customers.

Robinhood Gold Membership Continues to Climb – Robinhood Gold subscribers hit 2.6 million, with an adoption rate of over 10 percent in Q4. In addition, the Robinhood Gold Credit Card reached over 100 thousand cardholders and we have plans to continue expanding the cardholder base in 2025.

Stepping Into the Investment Advisory Space – In November 2024, Robinhood entered into an agreement to acquire TradePMR, a custodial and portfolio management platform for Registered Investment Advisors with over 25 years in the industry and over $40 billion in assets under administration at the time of signing. The acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025.

Additional Q4 2024 Operating Data

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

Conference Call and Livestream Information

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

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

Financial Outlook

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

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

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

About Robinhood

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

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

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

Contacts

Investors:
ir@robinhood.com

Press:
press@robinhood.com


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

	December 31,
(in millions, except share and per share data)		2023			2024
Assets
Current assets:
Cash and cash equivalents	$	4,835		$	4,332
Cash, cash equivalents, and securities segregated under federal and other regulations		4,448			4,724
Receivables from brokers, dealers, and clearing organizations		89			471
Receivables from users, net		3,495			8,239
Securities borrowed		1,602			3,236
Deposits with clearing organizations		338			489
User-held fractional shares		1,592			2,530
Held-to-maturity investments		413			398
Prepaid expenses		63			75
Deferred customer match incentives		11			100
Other current assets		196			509
Total current assets		17,082			25,103
Property, software, and equipment, net		120			139
Goodwill		175			179
Intangible assets, net		48			38
Non-current held-to-maturity investments		73			—
Non-current deferred customer match incentives		19			195
Other non-current assets, including non-current prepaid expenses of $4 as of December 31, 2023 and $17 as of December 31, 2024		107			533
Total assets	$	17,624		$	26,187
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	384		$	397
Payables to users		5,097			7,448
Securities loaned		3,547			7,463
Fractional shares repurchase obligation		1,592			2,530
Other current liabilities		217			266
Total current liabilities		10,837			18,104
Other non-current liabilities		91			111
Total liabilities		10,928			18,215
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value. 210,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2024.		—			—
Class A common stock, $0.0001 par value. 21,000,000,000 shares authorized, 745,401,862 shares issued and outstanding as of December 31, 2023; 21,000,000,000 shares authorized, 764,903,997 shares issued and outstanding as of December 31, 2024.		—			—
Class B common stock, $0.0001 par value. 700,000,000 shares authorized, 126,760,802 shares issued and outstanding as of December 31, 2023; 700,000,000 shares authorized, 119,588,986 shares issued and outstanding as of December 31, 2024.		—			—
Class C common stock, $0.0001 par value. 7,000,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2024.		—			—
Additional paid-in capital		12,145			12,008
Accumulated other comprehensive loss		(3	)		(1	)
Accumulated deficit		(5,446	)		(4,035	)
Total stockholders’ equity		6,696			7,972
Total liabilities and stockholders’ equity	$	17,624		$	26,187


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

(in millions, except share, per share, and percentage data)	Three Months Ended December 31,						YOY% Change		Three Months Ended September 30,		QOQ% Change
		2023			2024		YOY% Change			2024	QOQ% Change
Revenues:
Transaction-based revenues	$	200		$	672		236	%	$	319	111	%
Net interest revenues		236			296		25	%		274	8	%
Other revenues		35			46		31	%		44	5	%
Total net revenues		471			1,014		115	%		637	59	%

Operating expenses⁽¹⁾⁽²⁾:
Brokerage and transaction		32			50		56	%		39	28	%
Technology and development		197			208		6	%		205	1	%
Operations		26			29		12	%		27	7	%
Provision for credit losses		14			19		36	%		23	(17)%
Marketing		43			82		91	%		59	39	%
General and administrative		133			70		(47)%			133	(47)%
Total operating expenses		445			458		3	%		486	(6)%

Other income, net		3			2		(33)%			2	—	%
Income before income taxes		29			558		NM			153	265	%
Provision for (benefit from) income taxes		(1	)		(358	)	NM			3	NM
Net income	$	30		$	916		NM		$	150	511	%
Net income attributable to common stockholders:
Basic	$	30		$	916				$	150
Diluted	$	30		$	916				$	150
Net income per share attributable to common stockholders:
Basic	$	0.03		$	1.04				$	0.17
Diluted	$	0.03		$	1.01				$	0.17
Weighted-average shares used to compute net income per share attributable to common stockholders:
Basic		867,298,537			883,884,676					884,108,545
Diluted		883,227,967			907,767,796					905,544,750


	Year Ended December 31,						YOY% Change
(in millions, except share, per share, and percentage data)		2023			2024		YOY% Change
Revenues:
Transaction-based revenues	$	785		$	1,647		110	%
Net interest revenues		929			1,109		19	%
Other revenues		151			195		29	%
Total net revenues		1,865			2,951		58	%

Operating expenses⁽¹⁾⁽²⁾:
Brokerage and transaction		146			164		12	%
Technology and development		805			818		2	%
Operations		116			112		(3)%
Provision for credit losses		43			76		77	%
Marketing		122			272		123	%
General and administrative		1,169			455		(61)%
Total operating expenses		2,401			1,897		(21)%

Other income, net		3			10		233	%
Income (loss) before income taxes		(533	)		1,064		NM
Provision for (benefit from) income taxes		8			(347	)	NM
Net income (loss)		(541	)		1,411		NM
Net income (loss) attributable to common stockholders:
Basic	$	(541	)	$	1,411
Diluted	$	(541	)	$	1,411
Net income (loss) per share attributable to common stockholders:
Basic	$	(0.61	)	$	1.60
Diluted	$	(0.61	)	$	1.56
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic		890,857,659			881,113,156
Diluted		890,857,659			906,171,504

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

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

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

	Three Months Ended December 31,						Three Months Ended September 30,		Year Ended December 31,
(in millions)		2023		2024				2024		2023		2024
Brokerage and transaction	$	1	$	2			$	2	$	7		9
Technology and development		50		48				48		211		192
Operations		2		2				1		8		7
Marketing		2		2				3		5		8
General and administrative		26		23				25		640		88
Total SBC	$	81	$	77	$	—	$	79	$	871	$	304


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

	Three Months Ended December 31,						Year Ended December 31,
(in millions)		2023			2024			2023			2024
Operating activities:
Net income (loss)	$	30		$	916		$	(541	)	$	1,411
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		17			22			71			77
Impairment of long-lived assets		4			—			5			2
Provision for credit losses		14			19			43			76
Deferred income taxes		—			(369	)		—			(369	)
Share-based compensation		81			77			871			304
Other		1			—			3			(2	)
Changes in operating assets and liabilities:
Securities segregated under federal and other regulations		—			(397	)		—			(397	)
Receivables from brokers, dealers, and clearing organizations		(26	)		(332	)		(13	)		(382	)
Receivables from users, net		204			(2,621	)		(298	)		(4,592	)
Securities borrowed		(398	)		468			(1,085	)		(1,634	)
Deposits with clearing organizations		(63	)		(25	)		(152	)		(151	)
Current and non-current prepaid expenses		11			16			37			(25	)
Current and non-current deferred customer match incentives		(20	)		(63	)		(30	)		(265	)
Other current and non-current assets		(19	)		(404	)		(18	)		(415	)
Accounts payable and accrued expenses		(11	)		(63	)		134			(35	)
Payables to users		772			1,184			396			2,351
Securities loaned		302			157			1,713			3,916
Other current and non-current liabilities		61			15			45			(27	)
Net cash provided by (used in) operating activities		960			(1,400	)		1,181			(157	)
Investing activities:
Purchases of property, software, and equipment		(1	)		(4	)		(2	)		(13	)
Capitalization of internally developed software		(5	)		(11	)		(19	)		(37	)
Business acquisition, net of cash and cash equivalents acquired		(3	)		—			(93	)		(6	)
Asset acquisition, net of cash acquired		—			—			—			(3	)
Purchases of held-to-maturity investments		(108	)		(87	)		(759	)		(556	)
Proceeds from maturities of held-to-maturity investments		115			219			282			658
Purchases of credit card receivables by Credit Card Funding Trust		—			(509	)		—			(748	)
Collections of purchased credit card receivables		—			426			—			556
Proceeds from sales and maturities of available-for-sale investments		—			—			10			—
Other		(1	)		—			(1	)		1
Net cash provided by (used in) investing activities		(3	)		34			(582	)		(148	)
Financing activities:
Proceeds from exercise of stock options, net of repurchases		3			8			5			18
Proceeds from issuance of common stock under the Employee Share Purchase Plan		5			6			14			16
Taxes paid related to net share settlement of equity awards		(3	)		(89	)		(12	)		(244	)
Repurchase of Class A common stock		—			(160	)		(608	)		(257	)
Draws on credit facilities		—			10			20			22
Repayments on credit facilities		—			(10	)		(20	)		(22	)
Borrowings by the Credit Card Funding Trust		—			37			—			132
Repayments on borrowings by the Credit Card Funding Trust		—			—			—			(1	)
Change in principal collected from customers due to Coastal Bank		4			21			1			6
Payments of debt issuance costs		—			(1	)		(10	)		(15	)
Net cash provided by (used in) financing activities		9			(178	)		(610	)		(345	)
Effect of foreign exchange rate changes on cash and cash equivalents		—			(2	)		—			(1	)
Net increase (decrease) in cash, cash equivalents, segregated cash, and restricted cash		966			(1,546	)		(11	)		(651	)
Cash, cash equivalents, segregated cash, and restricted cash, beginning of the period		8,380			10,241			9,357			9,346
Cash, cash equivalents, segregated cash, and restricted cash, end of the period	$	9,346		$	8,695		$	9,346		$	8,695

Reconciliation of cash, cash equivalents, segregated cash and restricted cash, end of the period:
Cash and cash equivalents, end of the period	$	4,835		$	4,332		$	4,835		$	4,332
Segregated cash and cash equivalents, end of the period		4,448			4,327			4,448			4,327
Restricted cash in other current assets, end of the period		46			18			46			18
Restricted cash in other non-current assets, end of the period		17			18			17			18
Cash, cash equivalents, segregated cash and restricted cash, end of the period	$	9,346		$	8,695		$	9,346		$	8,695
Supplemental disclosures:
Cash paid for interest	$	4		$	4		$	12		$	16
Cash paid for income taxes, net of refund received	$	—		$	4		$	9		$	18


Reconciliation of GAAP to Non-GAAP Results (Unaudited)

	Three Months Ended December 31,						Three Months Ended September 30,			Year Ended December 31,
(in millions)		2023			2024			2024			2023			2024
Net income (loss)	$	30		$	916		$	150		$	(541	)	$	1,411
Net margin		6	%		90	%		24	%	(29)%				48	%
Add:
Interest expenses related to credit facilities		6			6			6			23			24
Provision for (benefit from) income taxes		(1	)		(358	)		3			8			(347	)
Depreciation and amortization		17			22			20			71			77
EBITDA (non-GAAP)		52			586			179			(439	)		1,165
Add: SBC
SBC Excluding 2021 Founders Award Cancellation		81			77			79			386			304
2021 Founders Award Cancellation		—			—			—			485			—
Significant legal and tax settlements and reserves⁽¹⁾		—			(50	)		10			104			(40	)
Adjusted EBITDA (non-GAAP)	$	133		$	613		$	268		$	536		$	1,429
Adjusted EBITDA margin (non-GAAP)		28	%		60	%		42	%		29	%		48	%

	Three Months Ended December 31,					Three Months Ended September 30,		Year Ended December 31,
(in millions)		2023		2024			2024		2023		2024
Total operating expenses (GAAP)	$	445	$	458		$	486	$	2,401	$	1,897
Less: SBC
SBC Excluding 2021 Founders Award Cancellation		81		77			79		386		304
2021 Founders Award Cancellation		—		—			—		485		—
Significant legal and tax settlements and reserves⁽¹⁾		—		(50	)		10		104		(40	)
Adjusted Operating Expenses (Non-GAAP)	$	364	$	431		$	397	$	1,426	$	1,633

	Three Months Ended December 31,					Year Ended December 31,
(in millions)		2023		2024			2023		2024
Total operating expenses (GAAP)	$	445	$	458		$	2,401	$	1,897
Less: SBC
SBC Excluding 2021 Founders Award Cancellation		81		77			386		304
2021 Founders Award Cancellation		—		—			485		—
Significant legal and tax settlements and reserves⁽¹⁾		—		(50	)		104		(40	)
Adjusted Operating Expenses (Non-GAAP)		364		431			1,426		1,633
Add: SBC
SBC Excluding 2021 Founders Award Cancellation		81		77			386		304
2021 Founders Award Cancellation		—		—			485		—
Adjusted Operating Expenses and SBC (Non-GAAP)		445		508			2,297		1,937
Less: 2021 Founders Award Cancellation		—		—			485		—
Adjusted Operating Expense and SBC excluding the 2021 Founders Award Cancellation (Non-GAAP)	$	445	$	508		$	1,812	$	1,937

________________

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

Cautionary Note Regarding Forward-Looking Statements

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

Non-GAAP Financial Measures

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

Adjusted EBITDA

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

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

Adjusted EBITDA Margin

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

Adjusted Operating Expenses

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

Adjusted Operating Expenses and SBC

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

Adjusted Operating Expenses and SBC excluding the 2021 Founders Award Cancellation

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

SBC excluding the 2021 Founders Award Cancellation

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

Key Performance Metrics

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

Funded Customers

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

Assets Under Custody (“AUC”)

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

Net Deposits

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

Average Revenue Per User (“ARPU”)

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

Gold Subscribers

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

Additional Operating Metrics

Retirement AUC

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

Cash Sweep

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

Margin Book

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

Notional Trading Volume

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

Options Contracts Traded

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

Glossary Terms

2021 Founders Award Cancellation

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

Investment Accounts

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

Gold Adoption Rate

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

Growth Rate and Annualized Growth Rate with respect to Net Deposits

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

The MIL Network –

February 13, 2025

MIL-OSI: Flywire to Announce Fourth Quarter and Full Year 2024 Results on February 25, 2025

Source: GlobeNewswire (MIL-OSI)

BOSTON, Feb. 12, 2025 (GLOBE NEWSWIRE) — Today, Flywire Corporation (Flywire) (Nasdaq: FLYW), a global payments enablement and software company, announced that its fourth quarter and full year 2024 financial results will be released after market close on Tuesday, February 25, 2025. Flywire will host a conference call to discuss its fourth quarter and full year 2024 financial results at 5:00pm ET the same day. Hosting the call will be Mike Massaro, CEO, Rob Orgel, President and COO, and Cosmin Pitigoi, CFO.

The conference call will be webcast live from Flywire’s investor relations website at https://ir.flywire.com/. A replay will be available on the investor relations website following the call.

About Flywire
Flywire is a global payments enablement and software company. We combine our proprietary global payments network, next-gen payments platform and vertical-specific software to deliver the most important and complex payments for our clients and their customers.

Flywire leverages its vertical-specific software and payments technology to deeply embed within the existing A/R workflows for its clients across the education, healthcare and travel vertical markets, as well as in key B2B industries. Flywire also integrates with leading ERP systems, such as NetSuite, so organizations can optimize the payment experience for their customers while eliminating operational challenges.

Flywire supports more than 4,000 clients with diverse payment methods in more than 140 currencies across more than 240 countries and territories around the world. The company is headquartered in Boston, MA, USA with global offices. For more information, visit www.flywire.com. Follow Flywire on X , LinkedIn and Facebook.

Contacts
Investor Relations:
Masha Kahn
ir@Flywire.com

Media:
Sarah King
media@flywire.com

The MIL Network –

February 13, 2025

MIL-OSI: Rapid7 Announces Fourth Quarter and Full-Year 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

Fourth Quarter 2024 Financial Results and Other Metrics

	As of December 31,
		2024		2023	% Change
	(dollars in thousands)
ARR	$	839,819	$	805,670		4	%
Number of customers		11,727		11,526		2	%
ARR per customer	$	71.6	$	69.9		2	%

	Three Months Ended December 31,									Year Ended December 31,
		2024			2023		% Change				2024			2023		% Change
	(in thousands, except per share data)
Product subscriptions revenue	$	206,328		$	194,819			6	%	$	808,906		$	740,168			9	%
Professional services revenue		9,933			10,449			(5	%)		35,101			37,539			(6	)%
Total revenue	$	216,261		$	205,268			5	%	$	844,007		$	777,707			9	%

North America revenue	$	163,014		$	158,695			3	%	$	643,405		$	607,448			6	%
Rest of world revenue		53,247			46,573			14	%		200,602			170,259			18	%
Total revenue	$	216,261		$	205,268			5	%	$	844,007		$	777,707			9	%

GAAP gross profit	$	150,369		$	145,442					$	592,972		$	545,661
GAAP gross margin		70	%		71	%					70	%		70	%
Non-GAAP gross profit	$	157,902		$	152,265					$	622,343		$	575,052
Non-GAAP gross margin		73	%		74	%					74	%		74	%

GAAP income (loss) from operations	$	7,279		$	10,000					$	35,035		$	(84,288	)
GAAP operating margin		3	%		5	%					4	%		(11	)%
Non-GAAP income from operations	$	39,995		$	41,498					$	163,508		$	102,221
Non-GAAP operating margin		18	%		20	%					19	%		13	%

GAAP net income (loss)	$	2,172		$	19,116					$	25,526		$	(152,815	)
GAAP net income (loss) per share, basic	$	0.03			0.31					$	0.41		$	(2.52	)
GAAP net income (loss) per share, diluted	$	0.03		$	0.26					$	0.40		$	(2.52	)
Non-GAAP net income	$	34,342		$	51,691					$	163,138		$	107,232
Non-GAAP net income per share:
Basic	$	0.54		$	0.84					$	2.61		$	1.76
Diluted	$	0.48		$	0.72					$	2.28		$	1.52

Adjusted EBITDA	$	46,310		$	47,819					$	188,450		$	126,661

Net cash provided by operating activities	$	63,773		$	63,466					$	171,670		$	104,278
Free cash flow	$	58,842		$	60,254					$	154,083		$	84,034

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

Recent Business Highlights

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

First Quarter and Full-Year 2025 Guidance

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

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

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

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

Conference Call and Webcast Information

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

About Rapid7

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

Non-GAAP Financial Measures and Other Metrics

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

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

Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Other Metrics

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

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

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

Cautionary Language Concerning Forward-Looking Statements

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

Investor contact:

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

Press contact:

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

RAPID7, INC. Consolidated Balance Sheets (Unaudited) (in thousands)

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

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

RAPID7, INC. Consolidated Statements of Operations (Unaudited) (in thousands, except share and per share data)

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Revenue:
Product subscriptions	$	206,328		$	194,819		$	808,906		$	740,168
Professional services		9,933			10,449			35,101			37,539
Total revenue		216,261			205,268			844,007			777,707
Cost of revenue:
Product subscriptions		58,932			52,369			225,547			203,140
Professional services		6,960			7,457			25,488			28,906
Total cost of revenue		65,892			59,826			251,035			232,046
Total gross profit		150,369			145,442			592,972			545,661
Operating expenses:
Research and development		46,334			40,031			173,126			177,937
Sales and marketing		72,767			73,557			298,809			313,661
General and administrative		23,989			19,623			86,002			85,340
Impairment of long-lived assets		—			—			—			30,784
Restructuring		—			2,231			—			22,227
Total operating expenses		143,090			135,442			557,937			629,949
Income (loss) from operations		7,279			10,000			35,035			(84,288	)
Other income (expense), net:
Interest income		5,551			4,177			21,063			10,177
Interest expense		(2,783	)		(2,695	)		(10,963	)		(64,700	)
Other (expense) income, net		(4,361	)		3,571			(3,680	)		(14,522	)
Income (loss) before income taxes		5,686			15,053			41,455			(153,333	)
Provision for (benefit from) income taxes		3,514			(4,063	)		15,929			(518	)
Net income (loss)	$	2,172		$	19,116		$	25,526		$	(152,815	)
Net income (loss) per share, basic	$	0.03		$	0.31		$	0.41		$	(2.52	)
Net income (loss) per share, diluted (1)	$	0.03		$	0.26		$	0.40		$	(2.52	)
Weighted-average common shares outstanding, basic		63,339,306			61,497,797			62,607,583			60,756,087
Weighted-average common shares outstanding, diluted		63,901,277			73,728,912			63,183,651			60,756,087

(1) We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive. On an if-converted basis, for the three months ended December 31, 2024 and the years ended December 31, 2024 and 2023, the 2025, 2027 and 2029 Notes were anti-dilutive. On an if-converted basis, for the three months ended December 31, 2023, the 2027 and 2029 Notes were dilutive and the 2025 Note was anti-dilutive.

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

RAPID7, INC. Consolidated Statements of Cash Flows (Unaudited) (in thousands)

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

Supplemental cash flow information:
Cash paid for interest on convertible senior notes		518		518		6,358		4,605
Cash paid for income taxes, net of refunds		1,876		459		8,949		1,624
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents		334,686		213,629		334,686		213,629
Restricted cash included in prepaid expenses and other current assets and other assets		7,415		498		7,415		498
Total cash, cash equivalents and restricted cash	$	342,101	$	214,127	$	342,101	$	214,127

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

RAPID7, INC. GAAP to Non-GAAP Reconciliation (Unaudited) (in thousands, except share and per share data)

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
GAAP gross profit	$	150,369		$	145,442		$	592,972		$	545,661
Add: Stock-based compensation expense¹		3,109			2,430			12,208			11,005
Add: Amortization of acquired intangible assets²		4,424			4,393			17,163			18,386
Non-GAAP gross profit	$	157,902		$	152,265		$	622,343		$	575,052
Non-GAAP gross margin		73.0	%		74.2	%		73.7	%		73.9	%

GAAP gross profit – Product subscriptions	$	147,396		$	142,450		$	583,359		$	537,028
Add: Stock-based compensation expense		2,576			1,932			10,376			8,439
Add: Amortization of acquired intangible assets		4,424			4,393			17,163			18,386
Non-GAAP gross profit – Product subscriptions	$	154,396		$	148,775		$	610,898		$	563,853
Non-GAAP gross margin – Product subscriptions		74.8	%		76.4	%		75.5	%		76.2	%

GAAP gross profit – Professional services	$	2,973		$	2,992		$	9,613		$	8,633
Add: Stock-based compensation expense		533			498			1,832			2,566
Non-GAAP gross profit – Professional services	$	3,506		$	3,490		$	11,445		$	11,199
Non-GAAP gross margin – Professional services		35.3	%		33.4	%		32.6	%		29.8	%

GAAP income (loss) from operations	$	7,279		$	10,000		$	35,035		$	(84,288	)
Add: Stock-based compensation expense¹		27,412			24,177			107,961			111,636
Add: Amortization of acquired intangible assets²		5,121			5,090			19,951			21,499
Add: Acquisition-related expenses³		183			—			751			363
Add: Impairment of long-lived assets		—			—			—			30,784
Add: Restructuring expense		—			2,231			(190	)		22,227
Non-GAAP income from operations	$	39,995		$	41,498		$	163,508		$	102,221

GAAP net income (loss)	$	2,172		$	19,116		$	25,526		$	(152,815	)
Add: Stock-based compensation expense¹		27,412			24,177			107,961			111,636
Add: Amortization of acquired intangible assets²		5,121			5,090			19,951			21,499
Add: Amortization of debt issuance costs		1,122			1,077			4,447			4,138
Add: Acquisition-related expenses³		183			—			751			363
Add: Impairment of long-lived assets		—			—			—			30,784
Add: Change in fair value of derivative assets		—			—			—			15,511
Add: Restructuring expense⁴		—			2,231			(190	)		22,227
Add: Induced conversion expense		—			—			—			53,889
Add: Discrete tax items⁵		(1,668	)		—			4,692			—
Non-GAAP net income	$	34,342		$	51,691		$	163,138		$	107,232
Add: Interest expense of convertible senior notes⁶		1,571			1,571			6,285			2,667
Numerator for non-GAAP earnings per share, diluted calculation	$	35,913		$	53,262		$	169,423		$	109,899

Weighted average shares used in GAAP earnings per share calculation, basic		63,339,306			61,497,797			62,607,583			60,756,087
Dilutive effect of convertible senior notes⁶		11,183,611			11,183,611			11,183,611			10,429,891

Dilutive effect of employee equity incentive plans⁷		561,971			1,047,504			576,068			916,134
Weighted average shares used in non-GAAP earnings per share calculation, diluted		75,084,888			73,728,912			74,367,262			72,102,112

Non-GAAP net income per share:
Basic	$	0.54		$	0.84		$	2.61		$	1.76
Diluted	$	0.48		$	0.72		$	2.28		$	1.52

¹Includes stock-based compensation expense as follows:
Cost of revenue	$	3,109		$	2,430		$	12,208		$	11,005
Research and development		10,703			7,749			37,566			39,183
Sales and marketing		6,615			6,482			28,718			30,350
General and administrative		6,985			7,516			29,469			31,098

²Includes amortization of acquired intangible assets as follows:
Cost of revenue	$	4,424		$	4,393		$	17,163		$	18,386
Sales and marketing		652			652			2,608			2,608
General and administrative		45			45			180			505

³Includes acquisition-related expenses as follows:
General and administrative	$	183		$	—		$	751		$	363

⁴For the year ended December 31, 2024, restructuring expense was included within general and administrative expense in our consolidated statements of operations.

⁵Includes discrete tax items as follows:
Provision for income taxes	$	(1,668	)	$	—		$	4,692		$	—

⁶We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive. Adjustments for interest expense, if applicable, on our convertible senior notes for purposes of calculating non-GAAP earnings per share are done gross of any tax impact. On an if-converted basis, for the three months ended December 31, 2024 and 2023, the 2025, 2027 and 2029 Notes were dilutive. On an if-converted basis, for the year ended December 31, 2024, the 2025, 2027 and 2029 Notes were dilutive. For the year ended December 31, 2023, the 2027 and 2029 Notes were dilutive and the 2025 Notes were anti-dilutive.

⁷We use the treasury method to compute the dilutive effect of employee equity incentive plan awards.

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

RAPID7, INC. Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited) (in thousands)

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

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

RAPID7, INC. Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (Unaudited) (in thousands)

	Three Months Ended December 31,						Year Ended December 31,
		2024			2023			2024			2023
Net cash provided by operating activities	$	63,773		$	63,466		$	171,670		$	104,278
Less: Purchases of property and equipment		(1,183	)		(367	)		(3,425	)		(4,366	)
Less: Capitalized internal-use software costs		(3,748	)		(2,845	)		(14,162	)		(15,878	)
Free cash flow	$	58,842		$	60,254		$	154,083		$	84,034

First Quarter and Full-Year 2025 Guidance GAAP to Non-GAAP Reconciliation (in millions, except per share data)

	First Quarter 2025							Full-Year 2025
Reconciliation of GAAP income from operations to non-GAAP income from operations:
Anticipated GAAP loss from operations	$	(10	)	to	$	(8	)	$	(13	)	to	$	(3	)
Add: Anticipated stock-based compensation expense		28		to		28			118		to		118
Add: Anticipated amortization of acquired intangible assets		5		to		5			20		to		20
Anticipated non-GAAP income from operations	$	23		to	$	25		$	125		to	$	135

Reconciliation of GAAP net income to non-GAAP net income:
Anticipated GAAP net loss	$	(11	)	to	$	(9	)	$	(15	)	to	$	(5	)
Add: Anticipated stock-based compensation expense		28		to		28			118		to		118
Add: Anticipated amortization of acquired intangible assets		5		to		5			20		to		20
Add: Anticipated amortization of debt issuance costs		1		to		1			4		to		4
Anticipated non-GAAP net income	$	23		to	$	25		$	127		to	$	137
Add: Anticipated interest expense on convertible senior notes		2		to		2			6		to		6
Numerator for non-GAAP earnings per share calculation	$	25		to	$	27		$	133		to	$	143

Anticipated GAAP net loss per share, diluted	$	(0.15	)		$	(0.12	)	$	(0.19	)		$	(0.06	)
Anticipated non-GAAP net income per share, diluted	$	0.33			$	0.36		$	1.72			$	1.85

Weighted average shares used in earnings per share calculation, diluted		75.6							77.3

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

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

Exhibit 1 – Immaterial Correction of an Error

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

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

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

The MIL Network –

February 13, 2025

MIL-OSI: ARKO to Report Fourth Quarter and Full Year 2024 Financial Results on February 26, 2025

Source: GlobeNewswire (MIL-OSI)

RICHMOND, Va., Feb. 12, 2025 (GLOBE NEWSWIRE) — ARKO Corp. (Nasdaq: ARKO) (the “Company”) a Fortune 500 company and one of the largest convenience store operators in the United States, today announced that the Company will host a conference call on Wednesday, February 26, 2025 at 5:00 p.m. Eastern time to discuss its financial results for the fourth quarter and full year ended December 31, 2024.

ARKO Corp.’s management team will host the conference call, followed by a question-and-answer period. The Company will provide its financial results in a press release prior to the call.

Date: Wednesday, February 26, 2025
Time: 5:00 p.m. Eastern time
Toll-free dial-in number: (877) 605-1792
International dial-in number: (201) 689-8728
Webcast: ARKO’s Q4 and Full Year 2024 Earnings Call

A telephonic replay will be available approximately three hours after the call concludes through Friday, March 28, 2025.

Toll-free replay number: (877) 660-6853
International replay number: (201) 612-7415
Replay ID: 13751014

A link to the live webcast and replay will also be available at https://www.arkocorp.com/news-events/ir-calendar. We encourage all participants to register at least 15 minutes prior to the 5:00 p.m. ET start time. If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

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. Our high value fas REWARDS^® loyalty program offers exclusive savings on merchandise and gas. 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.

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

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

The MIL Network –

February 13, 2025
MIL-OSI NGOs: ‘Silencing our voices’: Greenpeace Australia Pacific slams charity restrictions in electoral reform

Source: Greenpeace Statement –

CANBERRA, 12 FEB 2025—Greenpeace Australia Pacific has warned that the Electoral Reform Bill that has just passed the Parliament contains a restriction that will severely curtail the ability of charities to do critical advocacy work during election campaigns.

“The Electoral Reform Bill that has just passed the Senate severely restricts charitable organisations from using their funding to speak out about critical policy issues or to provide independent information and policy analysis during election campaigns. It hinders the ability of independent organisations to hold parties and candidates to account when it matters most,” said Dr Susie Byers, Head of Advocacy, Greenpeace Australia Pacific.

“Charities are an independent voice for progress on issues that affect every aspect of voter’s lives—from climate and energy to education, health, and human rights. Efforts like scorecards and analysis of parties’ policies are essential sources of information on the issues that matter most to all of us.

“The restrictions in the Electoral Reform Bill would force charities to create new and completely separate fundraising streams explicitly for the purposes of advocacy at election time. This administrative complexity and major barrier to fundraising will make campaigning at election time extremely difficult.

“Effectively locking charities out of election campaigns weakens our democracy and paves the way for vested interests to push through harmful policies without scrutiny or accountability from independent actors.

“We are deeply disappointed that what will be one of the last acts of this Parliament is to quiet the voices of millions of Australians who contribute to our community via charitable and non-government organisations.

“Greenpeace Australia Pacific stands with all charities working to advocate for better social, environmental and economic outcomes in our society, and will hold the government to its commitment to work with us to resolve issues for the sector.

—ENDS—

For more information or to arrange an interview please contact Vai Shah on 0452 290 082 or [email protected].

MIL OSI NGO –

February 13, 2025

Category: Transport

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