argenx Reports Full Year 2024 Financial Results and Provides Fourth Quarter Business Update

$737 million in fourth quarter and $2.2 billion in full year global product net sales

Received positive CHMP recommendation for VYVGART pre-filled syringe for gMG, enabling launch in the EU; FDA PDUFA (gMG and CIDP) on track for April 10

10 Phase 3 and 10 Phase 2 studies across pipeline ongoing in 2025, positioning for next wave of growth

Recognized one-time tax benefit of $725 million related to previously unrecognized deferred tax assets

Management to host conference call today at 2:30 PM CET (8:30 AM ET)

February 27, 2025 7:00 AM CET

Amsterdam,
the Netherlands – argenx SE (Euronext & Nasdaq: ARGX), a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases, today reported financial results for the full year 2024 and provided a fourth quarter business update.

“In 2024, we significantly expanded our global patient reach with VYVGART, surpassing 10,000 patients across three indications,” said Tim Van Hauwermeiren, Chief Executive Officer of argenx. “We are extremely proud of the initial launch efforts of VYVGART Hytrulo in CIDP, where the strength of our data has driven early positive feedback from both patients and physicians. This execution has contributed to our position of financial strength as we expect to become a profitable company in 2025. We are now more committed than ever to advancing our mission of transforming the autoimmune treatment landscape by investing in innovation, and leading with our science. Momentum across our business is off to a strong start this year as we continue to execute on our Vision 2030. We are focused on maximizing commercial opportunities in gMG and CIDP, including advancing the pre-filled syringe in multiple regions, expanding our label in MG, and deepening relationships within the CIDP community to explore VYVGART Hytrulo’s long-term potential. With an expansive pipeline, we are also excited to drive forward 10 Phase 3 and 10 Phase 2 studies in 2025 across efgartigimod, empasiprubart, and ARGX-119, to unlock significant opportunities in high unmet need areas.”

Advancing Vision 2030

argenx has established its commercial and clinical strategic priorities to advance “Vision 2030”. Through this vision, argenx aims to treat 50,000 patients globally with its medicines, secure 10 labeled indications across all approved medicines, and advance five pipeline candidates into Phase 3 development by 2030.

Expand the global VYVGART opportunity and launch VYVGART SC as a pre-filled syringe

VYVGART® (IV: efgartigimod alfa-fcab and SC: efgartigimod alfa and hyaluronidase-qvfc) is a first-in-class FcRn blocker approved in three indications, including generalized myasthenia gravis (gMG) globally, primary immune thrombocytopenia (ITP) in Japan, and chronic inflammatory demyelinating polyneuropathy (CIDP) in the U.S., Japan, and China. argenx plans to drive commercial growth by expanding into new regions; innovating on the patient experience by advancing its pre-filled syringe (PFS) in multiple markets for CIDP and gMG in 2025 and autoinjector in 2027; and reaching broader MG populations with ongoing studies in seronegative, ocular, and pediatric MG.

  • Generated global product net sales (inclusive of both VYVGART and VYVGART SC) of $737 million in fourth quarter and $2.2 billion in full year of 2024
  • Multiple VYVGART regulatory submissions completed for gMG, including:
    • Ministry of Food and Drug Safety approved VYVGART (IV) for gMG in South Korea through Handok Inc.
    • Therapeutic Goods Association (TGA) approved VYVGART (IV and SC) for gMG in Australia
  • Four key regulatory decisions on approval for PFS on track for 2025:
    • Received positive CHMP recommendation for approval of PFS for gMG, enabling launch in the EU
    • FDA review ongoing of PFS for gMG and CIDP with Prescription Drug User Fee Act (PDUFA) target action date of April 10, 2025
    • PFS decision on approval for CIDP in the EU expected in first half of 2025
    • PFS decision on approval for gMG and CIDP expected in Japan and Canada in second half of 2025
  • Evidence generation through Phase 4 and label-enabling studies in MG, CIDP and ITP:
    • Topline results expected in second half of 2025 for seronegative gMG (ADAPT-SERON) and first half of 2026 for ocular and pediatric MG (ADAPT-OCULUS, JR)
    • Phase 4 switch study ongoing in CIDP to inform treatment decisions when switching patients on IVIg to VYVGART SC
    • ADVANCE-NEXT topline results expected in second half of 2026 to support FDA submission of VYVGART IV for primary ITP

Execute 10 registrational and 10 proof-of-concept studies across efgartigimod, empasiprubart and ARGX-119 to advance the next wave of launches

argenx continues to demonstrate breadth and depth within its immunology pipeline, advancing multiple first-in-class product candidates with potential across high-need indications. argenx is solidifying its leadership in FcRn biology with efgartigimod, complement inhibition with empasiprubart and in the role of MuSK at the neuromuscular junction with ARGX-119.


Efgartigimod Development

Efgartigimod is being evaluated in 15 severe autoimmune diseases (including MG, CIDP, and ITP), exploring the significance of FcRn biology across neurology and rheumatology indications, as well as new therapeutic areas.

  • Registrational ALKIVIA study ongoing evaluating three myositis subsets (immune-mediated necrotizing myopathy (IMNM), anti-synthetase syndrome (ASyS), and dermatomyositis (DM)); topline results expected in second half of 2026
  • Two registrational UplighTED studies ongoing in thyroid eye disease (TED); topline results expected in second half of 2026
  • Registrational UNITY study ongoing in primary Sjögren’s disease; topline results expected in 2027
  • Proof-of-concept studies ongoing in lupus nephritis (LN), systemic sclerosis (SSc) and antibody mediated rejection (AMR); topline results expected in LN in fourth quarter of 2025, SSc in second half of 2026, and AMR in 2027
  • Next nominated indications include autoimmune encephalitis (AIE) and one that is undisclosed


Empasiprubart Development

Empasiprubart is currently being evaluated in four diseases, including registrational studies in multifocal motor neuropathy (MMN) and CIDP and proof-of-concept studies in delayed graft function (DGF) and DM.

  • Registrational EMPASSION study ongoing in MMN evaluating empasiprubart head-to-head versus IVIg; topline results expected in second half of 2026
  • Registrational EMVIGORATE study in CIDP evaluating empasiprubart head-to-head versus IVIg expected to start in first half of 2025
  • Proof-of-concept studies ongoing in DGF and DM; topline results expected for DGF in second half of 2025 and for DM in first half of 2026


ARGX-119 Development

ARGX-119 is being evaluated in congenital myasthenic syndromes (CMS), amyotrophic lateral sclerosis (ALS), and spinal muscular atrophy (SMA).

  • Phase 1b proof-of-concept study ongoing in CMS; topline results expected in second half of 2025
  • Phase 2a proof-of-concept study ongoing in ALS; topline results expected in first half of 2026
  • SMA proof-of-concept study on track to start in 2025

Advance four new pipeline molecules and generate sustainable value through continued investment in Immunology Innovation Program

argenx continues to invest in its Immunology Innovation Program (IIP) to drive long-term sustainable pipeline growth. Through the IIP, four new pipeline candidates have been nominated, including: ARGX-213, targeting FcRn and further solidifying argenx’s leadership in this new class of medicine; ARGX-121, a first-in-class molecule targeting IgA; ARGX-109, targeting IL-6, which plays an important role in inflammation, and ARGX-220, a first-in-class sweeping antibody for which the target has not yet been disclosed.

  • Phase 1 results expected for ARGX-109 in second half of 2025 and for ARGX-213 and ARGX-121 in first half of 2026

Don deBethizy to retire as non-executive director, Chair of the Remuneration Committee, and Vice Chair of the Company’s Board of Directors, effective May 27, 2025.

Mr. deBethizy has served as a non-executive director since 2015. He will be succeeded by Ana Cespedes as Chair of the Remuneration Committee and Tony Rosenberg as Vice Chair of the Board of Directors.

“I would like to express my deep gratitude to Don for his significant contributions during his tenure with argenx. He has been a true champion of our culture, guiding us through several key milestones on our growth journey, while supporting our entrepreneurial spirit and commitment to innovation.” commented Mr. Van Hauwermeiren.

FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS

argenx SE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

    Three Months Ended   Twelve Months Ended
    December 31   December 31
(in thousands of $ except for shares and EPS)   2024   2023   2024     2023
Product net sales   $         736,968           $         374,351           $         2,185,883           $         1,190,783        
Collaboration revenue             1,443                     32,486                     4,348                     35,533        
Other operating income             22,809                     11,003                     61,808                     42,278        
Total operating income             761,220                     417,840                     2,252,039                     1,268,594        
                         
Cost of sales   $         (72,656)   $         (39,477)   $         (227,289)   $         (117,835)
Research and development expenses             (297,228)             (306,373)             (983,423)             (859,492)
Selling, general and administrative expenses             (285,945)             (208,826)             (1,055,337)             (711,905)
Loss from investment in a joint venture             (2,350)             (1,788)             (7,644)             (4,411)
Total operating expenses             (658,179)             (556,464)             (2,273,693)             (1,693,643)
                         
Operating profit/(loss)   $         103,041           $         (138,624)   $         (21,654)   $         (425,049)
                         
Financial income   $         39,095           $         40,308           $         157,509           $         107,386        
Financial expense             (704)             (280)             (2,464)             (906)
Exchange (losses)/gains             (54,923)             37,418                     (48,211)             14,073        
                         
Profit/(loss) for the period before taxes   $         86,509           $         (61,178)   $         85,180           $         (304,496)
Income tax benefit/(expense)   $         687,652           $         (37,994)   $         747,860           $         9,443        
Profit/(loss) for the period   $         774,161           $         (99,172)   $         833,040           $         (295,053)
Profit/(loss) for the period attributable to:                        
Owners of the parent   $         774,161           $         (99,172)   $         833,040           $         (295,053)
Weighted average number of shares outstanding used for basic profit/loss per share             60,517,968                     59,118,827                     59,855,585                     57,169,253        
Weighted average number of shares outstanding used for diluted profit/loss per share             65,661,428                     59,118,827                     65,177,815                     57,169,253        
Basic profit/(loss) per share (in $)   $         12.79           $         (1.68)   $         13.92           $         (5.16)
Diluted profit/(loss) per share (in $)   $         11.79           $         (1.68)   $         12.78           $         (5.16)

DETAILS OF THE FINANCIAL RESULTS

Total operating income for the three and twelve months ended December 31, 2024 was $761 million and $2,252 million, respectively, compared to $418 million and $1,269 million for the same periods in 2023, and mainly consists of:

  • Product net sales of VYVGART and VYVGART SC for the three and twelve months ended December 31, 2024 were $737 million and $2,186 million, respectively, compared to $374 million and $1,191 million for the same periods in 2023.
  • Collaboration revenue for the three and twelve months ended December 31, 2024 was $1 million and $4 million, respectively, compared to $32 million and $36 million for the same periods in 2023. Collaboration revenue for 2024 mainly relates to our collaboration with Zai Lab in China.
  • Other operating income for the three and twelve months ended December 31, 2024 was $23 million and $62 million, respectively, compared to $11 million, and $42 million for the same periods in 2023. The other operating income primarily relates to research and development tax incentives and payroll tax rebates.

Total operating expenses for the three and twelve months ended December 31, 2024 were $658 million and $2,274 million, respectively, compared to $556 million and $1,694 million for the same periods in 2023, and mainly consists of:

  • Cost of sales for the three and twelve months ended December 31, 2024 was $73 million and $227 million, respectively, compared to $39 million and $118 million for the same periods in 2023. The cost of sales was recognized with respect to the sale of VYVGART and VYVGART SC.
  • Research and development expenses for the three and twelve months ended December 31, 2024 were $297 million and $983 million, respectively, compared to $306 million and $859 million for the same periods in 2023. The expenses mainly relate to:

    • the clinical development and expansion of efgartigimod in 15 severe autoimmune diseases including MG, CIDP and ITP
    • the ramp-up of studies for our development of empasiprubart into MMN, DGF, DM and CIDP
    • the investments for ARGX-119 in proof-of-concept studies ongoing in ALS and CMS
    • other discovery and preclinical pipeline candidates
  • Selling, general and administrative expenses for the three and twelve months ended December 31, 2024 were $286 million and $1,055 million, respectively, compared to $209 million and $712 million for the same periods in 2023. The selling, general and administrative expenses mainly relate to professional and marketing fees linked to global commercialization of the VYVGART franchise, and personnel expenses.

Financial income for the three and twelve months ended December 31, 2024 was $39 million and $158 million, respectively, compared to $40 million and $107 million for the same periods in 2023.

Exchange losses for the three and twelve months ended December 31, 2024 were $55 million and $48 million respectively, compared to exchange gains of $37 million and $14 million for the same periods in 2023. Exchange gains or losses are mainly attributable to unrealized exchange rate gains or losses on the cash, cash equivalents and current financial assets position in Euro.

Income tax benefit

The Company recorded a deferred tax benefit of $802 million for the year ended December 31, 2024 of which $725 million relates to a one-time non-recurring recognition of previously unrecognized deferred tax assets existing as of December 31, 2023. This recognition results from the Company’s determination, in the fourth quarter of 2024, that it was probable that future taxable profits will be available for use of unrecognized deferred tax assets.

    Three Months Ended   Twelve Months Ended
    December 31   December 31
(in millions of $)   2024   2023   2024     2023
Current tax (expense)/benefit   $         (25)             12                     (54)             (12)
Deferred tax benefit/(expense)             713                     (50)             802                     21        
Income tax benefit/(expense)   $         688                     (38)             748                     9        

Profit for the period of the three and twelve months ended December 31, 2024 was $774 million and $833 million, respectively, compared to a loss of $99 million and $295 million over the prior periods. On a per weighted average share basis, the basic profit per share was $13.92 for the year ended December 31, 2024, compared to a basic loss per share of $5.16 for the year ended December 31, 2023.

FINANCIAL GUIDANCE

Based on its current operating plans, argenx expects its combined research and development and selling, general and administrative expenses in 2025 to be approximately $2.5 billion.

EXPECTED 2025 FINANCIAL CALENDAR

  • May 8, 2025: Q1 2025 financial results and business update
  • May 27, 2025: Annual General Meeting of Shareholders in Amsterdam, the Netherlands
  • July 31, 2025: Half Year and Second Quarter 2025 Financial Results and Business Update
  • October 30, 2025: Q3 2025 financial results and business update

CONFERENCE CALL DETAILS

The full year 2024 financial results and business update will be discussed during a conference call and webcast presentation today at 2:30 pm CET/8:30 am ET. A webcast of the live call and replay may be accessed on the Investors section of the argenx website at argenx.com/investors.

Dial-in numbers:

Please dial in 15 minutes prior to the live call.

Belgium                       32 800 50 201
France                         33 800 943355
Netherlands                 31 20 795 1090
United Kingdom           44 800 358 0970
United States               1 800 715 9871
Japan                           81 3 4578 9081
Switzerland                  41 43 210 11 32

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).

About argenx

argenx is a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases. Partnering with leading academic researchers through its Immunology Innovation Program (IIP), argenx aims to translate immunology breakthroughs into a world-class portfolio of novel antibody-based medicines. argenx developed and is commercializing the first approved neonatal Fc receptor (FcRn) blocker and is evaluating its broad potential in multiple serious autoimmune diseases while advancing several earlier stage experimental medicines within its therapeutic franchises. For more information, visit www.argenx.com and follow us on LinkedIn, X/Twitter,Instagram, Facebook, and YouTube.

For further information, please contact:

Media:

Ben Petok
[email protected]

Investors:

Alexandra Roy (US)
[email protected]

Lynn Elton (EU)
[email protected]

Forward-looking Statements

The contents of this announcement include statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “advance,” “aim,” “believe,” “continue,” “drive,” “expand,” “expect,” “plan,” “position,” “start,” and “strive” and include statements argenx makes regarding its expected profitability in 2025; its mission to transform the autoimmune treatment landscape by investing in innovation and its goal to lead in science; its focus on maximizing commercial opportunities in gMG and CIDP, including by advancing PFS in multiple regions, expanding its label in gMG and deepening relationships within the CIDP community; its plan to unlock significant opportunities in high unmet need areas; its long-term commitments, including its Vision 2030 goals of treating 50,000 patients globally with its medicines, securing 10 labeled indications across all approved medicines, and advancing five pipeline candidates into Phase 3 development by 2030; its plans to drive commercial growth by expanding VYVGART into new regions, advance its PFS in multiple markets for CIDP and MG in 2025 and autoinjector in 2027, and reach broader MG populations with ongoing studies in seronegative, ocular, and pediatric MG; the advancement of anticipated clinical development, data readouts and regulatory milestones and plans, including: (1) four key regulatory decisions on approval for PFS expected in 2025; (2) PFS decision on approval for gMG and CIDP expected in Japan and Canada in second half of 2025 and for CIDP expected in the EU in first half of 2025; and (3) ongoing evidence generation through Phase 4 and label-enabling studies in MG, CIDP and ITP, including topline results for seronegative gMG expected in second half of 2025 and those for ocular and pediatric MG expected in first half of 2026, ongoing Phase 4 switch study in CIDP, and ongoing ADVANCE-NEXT confirmatory study of VYVGART IV in primary ITP with topline results expected in second half of 2026; its plans to execute 10 registrational and 10 proof-of-concept studies across efgartigimod, empasiprubart and ARGX-119 in 2025 to advance the next wave of launches; its plans to develop efgartigimod, including: (1) the ongoing registrational ALKIVIA study evaluating IMNM, ASyS, and DM, with topline results expected in second half of 2026; (2) two ongoing registrational UplighTED studies in TED, with topline results expected in second half of 2026; (3) Registrational UNITY study in primary Sjögren’s disease, with topline results expected in 2027; (4) ongoing proof-of-concept studies in LN, SSc, and AMR, with topline results expected in fourth quarter of 2025, second half of 2026, and 2027, respectively; and (5) the next nominated indications of AIE and one undisclosed disease to enter clinical studies; its plans to develop empasiprubart, including: (1) registrational EMPASSION study in MMN, with topline results expected in second half of 2026; (2) registrational EMVIGORATE study in CIDP, expected to start in first half of 2025; and (3) proof-of-concept studies in DGF and DM, with topline results expected in second half of 2025 and first half of 2026, respectively; its plans to develop ARGX-119, including: (1) proof-of-concept study in CMS, with topline results expected in second half of 2025; (2) Phase 2a proof-of-concept study in ALS, with topline results expected in first half of 2026; and (3) SMA proof-of-concept study, expected to start in 2025; the expected start and timeline of Phase 1 studies of ARGX-109 in second half of 2025 and ARGX-213 and ARGX-121 in first half of 2026; the expected change from Mr. deBethizy to Ms. Cespedes as the Chair of the Remuneration Committee; the potential of its continued investment in its IIP to drive long-term sustainable pipeline growth; its future financial and operating performance, including its anticipated research and development, selling, general and administrative expenses for 2025; and its goal of translating immunology breakthroughs into a world-class portfolio of novel antibody-based medicines. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. argenx’s actual results may differ materially from those predicted by the forward-looking statements as a result of various important factors, including but not limited to, the results of argenx’s clinical trials; expectations regarding the inherent uncertainties associated with the development of novel drug therapies; preclinical and clinical trial and product development activities and regulatory approval requirements; the acceptance of its products and product candidates by its patients as safe, effective and cost-effective; the impact of governmental laws and regulations on its business; its reliance on third-party suppliers, service providers and manufacturers; inflation and deflation and the corresponding fluctuations in interest rates; and regional instability and conflicts. A further list and description of these risks, uncertainties and other risks can be found in argenx’s U.S. Securities and Exchange Commission (SEC) filings and reports, including in argenx’s most recent annual report on Form 20-F filed with the SEC as well as subsequent filings and reports filed by argenx with the SEC. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. argenx undertakes no obligation to publicly update or revise the information in this press release, including any forward-looking statements, except as may be required by law.



Cool Company Ltd. Q4 2024 Business Update

Cool Company Ltd. Q4 2024 Business Update

LONDON–(BUSINESS WIRE)–
This release includes business updates and financial results for the three (“Q4”, “Q4 2024” or the “Quarter”) and twelve months (“FY 2024”) ended December 31, 2024 of Cool Company Ltd. (“CoolCo” or the “Company”).

Q4 Highlights and Subsequent Events

  • Generated total operating revenues of $84.6 million in Q4, compared to $82.4 million for the third quarter of 2024 (“Q3” or “Q3 2024”);

  • Net income of $29.41 million in Q4, compared to $8.11 million for Q3, with the increase primarily related to a mark-to-market gain in our interest rate swaps;

  • Achieved average Time Charter Equivalent Earnings (“TCE”)2 of $73,900 per day for Q4, compared to $81,600 per day for Q3, primarily due to an increase in available days and lower spot TCE rates that applied to two of our vessels;

  • Adjusted EBITDA2 of $55.3 million for Q4, compared to $53.7 million for Q3;

  • Took delivery of newbuild vessel, Kool Tiger, from the shipyard in October under a ten-year sale and leaseback financing arrangement and employed her on spot voyages whilst a long-term charter is pursued;

  • Refinanced the existing syndicated bank facility into a $570 million reducing revolving credit facility (“RRCF”), providing us with increased borrowing capacity of approximately $123 million, lowering the margin, and extending maturity from early 2027 to late 2029, with two one-year extension options to late 2031;

  • Upsized existing $520 million term loan facility by drawing down $200 million to exercise the repurchase of Kool Ice and Kool Kelvin from their respective sale and leaseback agreements; and

  • Dividend not declared, whilst prevailing market rates are insufficient to cover economic breakeven on open vessels.

Richard Tyrrell, CEO, commented:

“Sustained high LNG prices in Europe, the resulting trading patterns, and the delivery of new vessels have put significant downward pressure on the near-term chartering market. We believe this will start to normalise and eventually pass as additional LNG projects come online and older vessels leave the market. In the meantime, we benefit from the fact that the majority of our ships are on term charters, which, along with cost savings, enabled us to report moderately higher adjusted EBITDA in the fourth quarter. This was despite the newly delivered Kool Tiger weighing on results with its positioning voyage to the Atlantic basin and subsequent spot market employment. The Kool Glacier was also on spot market employment at the end of the quarter before going into dry-dock for its scheduled special survey and upgrade in January.

The Kool Husky, our first vessel to be upgraded to LNGe specifications including reliquefaction capabilities, has completed a number of voyages since exiting the yard in the quarter with excellent results. This positive early experience supports our belief that these upgrades will not only have the potential to add incremental revenues but also improve our overall employment prospects and potential for repeat business.

Much of the current vessel supply imbalance is a function of numerous newbuilds being sublet into the spot market while they await startup on the liquefaction projects they were built to service. These sublets will weigh less on the market over the course of 2025 as Plaquemines, Corpus Christi, LNG Canada and other smaller projects bring substantially more LNG onto the market. Simultaneously, with steam-turbine and other less efficient vessels coming off their initial long-term charters, and expected to fall out of the schedules, and get laid-up, the scene is set for rate normalization from current depressed levels. Moreover, with many new LNG projects in the pipeline at advanced stages, we believe there is a clear trajectory towards a substantial re-tightening of supply and demand for shipping.

While rates languish at below economic breakeven on open days, we have not declared a dividend. Our considerable firm backlog of more than $1 billion across the fleet is reasonably well spaced but this doesn’t take away our exposure to vessels that come open over time. Instead of predicting the timing of when markets normalize and risk getting it wrong, we believe that not declaring a dividend at this time will result in the combined benefit of financial flexibility and creating capacity for opportunistic growth (through acquisitions or otherwise) under current circumstances. Such a decision is always best taken from a position of strength as CoolCo enjoys approximately $288 million of liquidity (at year-end 2024), strong operating results, and no debt maturities until mid 2029.”

1 Net income includes a mark-to-market gain on interest rate swaps amounting to $11.0 million for Q4 2024, compared to loss of $12.5 million for Q3 2024, of which $9.0 million was unrealized gain for Q4 2024 compared to $15.5 million unrealized loss for Q3 2024.

2 Refer to ‘Appendix A’ – Non-GAAP financial measures and definitions, for definitions of these measures and a reconciliation to the nearest GAAP measure.

Financial Highlights

The table below sets forth certain key financial information for Q4 2024, Q3 2024, Q4 2023, FY 2024 and the year ended December 31, 2023 (“FY 2023”).

(in thousands of $, except average daily TCE)

Q4 2024

Q3 2024

Q4 2023

FY 2024

FY 2023

Time and voyage charter revenues

80,764

77,745

89,319

313,620

347,081

Total operating revenues

84,567

82,434

97,144

338,497

379,010

Operating income

38,544

38,948

55,051

162,949

200,893

Net income 1

29,387

8,124

22,415

100,800

176,363

Adjusted EBITDA2

55,303

53,722

69,432

223,244

259,894

Average daily TCE2 (to the closest $100)

73,900

81,600

87,300

77,600

83,600

1 Net income includes a mark-to-market gain on interest rate swaps amounting to $11.0 million for Q4 2024, compared to loss of $12.5 million for Q3 2024, of which $9.0 million was unrealized gain for Q4 2024 compared to $15.5 million unrealized loss for Q3 2024.

2 Refer to ‘Appendix A’ – Non-GAAP financial measures and definitions, for definitions of these measures and a reconciliation to the nearest GAAP measure.

LNG and LNG Shipping Market Review

The average Japan/Korea Marker gas price (“JKM”) for the Quarter was $13.97/MMBtu compared to $13.10/MMBtu for Q3 2024; with average JKM at $14.19/MMBtu as of February 21, 2025. The Quarter began with Dutch Title Transfer Facility gas price (“TTF”) at $12.74/MMBtu and quoted TFDE headline spot rates of $41,500 per day. By Quarter-end, TTF prices had risen to $14.11/MMBtu, while TFDE headline spot rates had fallen to $2,750 per day. Such rates are the lowest in history and came about because of a combination of newbuild deliveries, delays in new LNG supply, and much shorter sailing distances than anticipated because of high demand from Europe. Europe has had a relatively cold winter compared to Asia and, as a result, is the highest value market for destination-flexible cargos.

Contrary to usual seasonal patterns, the quarter featured neither arbitrage between East and West markets, nor contango-driven floating storage. Taken together, this resulted in materially reduced near-term LNG tonne mile demand and downward pressure on the near-term charter market. In addition to these challenging trading dynamics, newbuild deliveries arriving ahead of the LNG supply for which they were ordered are impacting rates. During Q4, 30 ships were delivered, an increase from 21 in Q3 2024. This relative increase in deliveries has not been matched by a corresponding rise in LNG production, which saw only a 1.2% year-on-year increase as of December 31, 2024.

Annual LNG production in 2024 was approximately 410 MTPA. In 2025, the run-rate is set to increase by 50 MTPA, or 12%, with numerous projects expected to come online during 2025, including the following: Plaquemines LNG (13.3 MTPA), Corpus Christi (4.2MTPA), LNG Canada (14 MTPA), Tortu FLNG (2.5MTPA), Energia Costa Azul (2.4 MTPA), North Field Expansion (7.8MTPA) and Congo LNG (2.4 MTPA). Both Plaquemines LNG and Corpus Christi have recently started shipping commissioning cargos. Additionally, Calcasieu Pass (10 MTPA) is expected to finally commence commercial operations in April. While this is not expected to have a net impact on long term shipping demand, it is anticipated to absorb the vessels that were ordered in anticipation of the commerciality being declared sooner and that have thus been weighing on the market as sub-lets during the interim period.

As of February 21, 2025, there were 233 steam turbine-powered vessels, of which 27 are currently idle or laid up (22 as of September 30, 2024), according to Clarksons Research. These idled vessels, mostly built in the 2000s and originally chartered on 20-year contracts as prevalent at the time, are expected to be replaced by more modern tonnage as they redeliver over the next few years. With today’s low prevailing charter rates and customers increasingly disfavoring older, less efficient tonnage, this trend is likely to accelerate, which we expect will lead to nearly all steam turbine vessels being idled and scrapped in the relatively near term.

Operational Review

CoolCo’s fleet maintained strong performance, achieving 92% fleet utilization in Q4, (Q3 2024: 98%) with the off-hire period due to the repositioning of vessels between spot charters. The Kool Husky entered drydock during September which was completed along with upgrades for LNGe specifications ahead of schedule in October. These LNGe upgrades included a high-capacity sub-cooler retrofit, an air lubrication system, and various minor performance enhancements. Subsequent to the Quarter end, the Kool Glacier and the Kool Kelvin entered drydock, both with expected completion dates scheduled for before the end of Q1 2025.

Business Development

Chartering activity in the fourth quarter remained subdued. Long-term charterers have responded by pushing out their requirements in the expectation that nearer-term cargos can be transported with vessels from the spot market.

Nonetheless, CoolCo successfully found employment in the spot market for its one TFDE vessel the Kool Glacier, which became available during the fourth quarter before entering the yard ahead of schedule in late January. This vessel is scheduled to be in the yard for approximately 50 days and will be upgraded with LNGe specifications.

CoolCo’s other available vessel in the quarter was the newly delivered Kool Tiger. She was delivered from the shipyard in October and is currently on spot market employment on an interim basis, whilst a long-term charter is pursued.

The excellent performance of the Kool Husky after its performance upgrade to LNGe specification positions it well for continued or alternative business opportunities on redelivery at the end of the first quarter. The Kool Glacier will be similarly well positioned after its upgrade.

Financing and Liquidity

CoolCo took delivery of Kool Tiger on October 18, 2024 from Hyundai Samho Heavy Industries in the Republic of Korea and simultaneously entered into a sale and leaseback financing arrangement with a subsidiary of Huaxia Financial Leasing Co. Ltd (“Huaxia”). Under this financing arrangement, we have options to repurchase the Kool Tiger during the ten-year lease period and an obligation to repurchase the vessel at the end of the lease period. The sale and leaseback facility matures in October 2034. Pursuant to this facility, CoolCo provided a corporate guarantee in favor of Huaxia.

On November 13, 2024, a drawdown of $200.0 million was made on the upsized $520.0 million term loan facility to finance the repurchase of the two vessels, Kool Ice and Kool Kelvin, under their respective sale & leaseback facilities.

On December 13, 2024, we entered into a RRCF of $570.0 million to replace the existing bank facility with the same syndicate of banks. The RRCF has a maturity of December 2029, with two one-year extension options potentially extending its maturity out to December 2031, and carries an interest rate of SOFR plus 200 basis points. The $570.0 million RRCF is reduced by approximately $12 million each quarter starting from the first quarter of 2025. With this refinancing, the Company’s first debt maturity will come due in May 2029.

As of December 31, 2024, CoolCo had cash and cash equivalents of $165.3 million and total short and long-term debt, net of deferred finance charges, amounting to $1,305.9 million. Total Contractual Debt2 stood at $1,321.7 million, which is comprised of $447.2 million in respect of the RRCF maturing in December 2029, $623.1 million in respect of the upsized $520 million term loan facility maturing in May 2029, $179.5 million of sale and leaseback financing arrangement in respect of the Kool Tiger maturing in October 2034 and $71.9 million in respect of the pre-delivery financing of the GAIL Sagar.

Overall, the Company’s interest rate on its debt is currently fixed or hedged for approximately 77% of the notional amount of net debt, adjusting for existing cash on hand.

Corporate and Other Matters

As of December 31, 2024, CoolCo had 53,726,718 shares issued and outstanding. Of these, 31,254,390 shares (58.2%) were owned by EPS Ventures Ltd (“EPS”) and 22,472,328 (41.8%) were owned by other investors in the public markets.

Outlook

With the current charter market weakness being driven by a combination of trading factors and a temporary oversupply of vessels that are expected to be absorbed as their related liquefaction projects come online throughout 2025, there remains a material disconnect between conditions and sentiment in the spot and short-term charter markets and long-term charter expectations. While a thin market, prevailing rates for long-term charters remain within a narrower and materially higher range, reflecting the fundamentals of the LNG shipping sector. While charterers have less interest in near-term deliveries, rates for later start dates remain relatively strong.

In addition to the anticipated 2025 absorption of newbuilds currently operating in the sub-let market, the supply-demand balance of the sector is expected to be materially supported by increasing pressure on legacy steam turbine vessels. Steam turbine vessels, which represent approximately 30% of the global LNG carrier fleet, are increasingly redelivering from long-term initial charters and either idle or struggling to achieve a competitive level of utilization. This phenomenon is evidenced in recent data on idle vessels and, with redeliveries set to increase near-term, replacing older tonnage may increasingly become an opportunity for more modern vessels.

In contrast to the depressed near-term market, we believe longer-term prospects remain strongly supported by the pipeline of new liquefaction projects that have already reached Final Investment Decision (FID) and are set to increase the total volume of LNG on the water by more than 50% in the coming years. The sizable current newbuild orderbook consists mainly of vessels secured on a long-term basis to transport these new volumes, with a significant portion of that orderbook expected for charterers who have traditionally been disinclined to maximize vessel utilization through the out-charter/sub-let market. Coupled with the expected departure of steam turbine ships from mainstream trades, net fleet growth in the years ahead is expected to be well matched and potentially outpaced by expected increased demand for modern LNG carrier tonnage. With both geopolitical and trading factors capable of absorbing more tonnage beyond underlying transportation demand, we anticipate volatility that is favorable for independent owners with a multi-year outlook. This is further reinforced by a sharp decline in new-build orders that we are currently seeing given the current market, which, everything else being equal, is good for existing tonnage.

2 Refer to ‘Appendix A’ – Non-GAAP financial measures and definitions, for definitions of these measures and a reconciliation to the nearest GAAP measure.

Forward Looking Statements

This press release and any other written or oral statements made by us in connection with this press release include forward-looking statements within the meaning of and made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities and events that will, should, could, are expected to or may occur in the future are forward-looking statements. You can identify these forward-looking statements by words or phrases such as “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “outlook,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect,” “could,” “would,” “predict,” “propose,” “continue,” or the negative of these terms and similar expressions. These forward-looking statements include statements relating to our outlook, industry and business trends, outlook and prospects, expected trends in the chartering market including the expected normalization of rates, expectations about long term prospects for the market backlog expectations on chartering and charter rates, expected drydockings including the timing and duration thereof, the expected benefits of vessel upgrades, our liquidity, dividends and dividend policy and any potential impact or benefits to such policy, expected impact of LNG and liquefaction projects expected to come on line and expected timing thereof and the expected impact on the supply of and demand for vessels, expected continued or alternative business opportunities for any of our vessels, expected opportunities for more modern vessels, expectations of steam-turbine vessels leaving the market and being idled and scrapped, net fleet growth, contracting, market outlook and LNG vessel newbuild order-book and expectations that newbuilds will be absorbed in the market in 2025, statements made under “LNG and LNG Shipping Market Review” and “Outlook” and other non-historical matters. Our unaudited condensed consolidated financial statements are preliminary and subject to independent audit which may impact the condensed consolidated financial information included in this release.

The forward-looking statements in this document are based upon management’s current expectations, estimates and projections. These statements involve significant risks, uncertainties, contingencies and factors that are difficult or impossible to predict and are beyond our control, and that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Numerous factors could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by these forward-looking statements including:

  • general economic, political and business conditions, including sanctions and other measures;

  • general LNG market conditions, including fluctuations in charter hire rates and vessel values;

  • changes in demand in the LNG shipping industry, including the market for our vessels;

  • changes in the supply of LNG vessels, including whether older steam vessels leave the market as and when expected;

  • our ability to successfully employ our vessels and the rates we are able to achieve;

  • changes in our operating expenses, including fuel or cooling down prices and lay-up costs when vessels are not on charter, drydocking and insurance costs;

  • the timing and duration of drydocking and whether vessels upgrades deliver expected results;

  • the timing of LNG projects coming on line and the impact on supply and demand;

  • compliance with, and our liabilities under, governmental, tax, environmental and safety laws and regulations;

  • risks related to climate-change, including climate-change or greenhouse gas related legislation or regulations and the impact on our business from physical climate-change related to changes in weather patterns, and the potential impact of new regulations relating to climate-change and the potential impact on the demand for the LNG shipping industry;

  • changes in governmental regulation, tax and trade matters and actions taken by regulatory authorities;

  • potential disruption of shipping routes and demand due to accidents, piracy or political events and/or instability, including the ongoing conflicts in the Middle East and changes in political leadership in the US and other countries;

  • vessel breakdowns and instances of loss of hire;

  • vessel underperformance and related warranty claims;

  • our access to financing and ability to repay or refinance our facilities;

  • continued borrowing availability under our credit facilities and compliance with the financial covenants therein;

  • fluctuations in foreign currency exchange and interest rates;

  • potential conflicts of interest involving our significant shareholders;

  • our ability and plans to pay dividends;

  • information system failures, cyber incidents or breaches in security; and

  • other risks indicated in the risk factors included in our Annual Report on Form 20-F for the year ended December 31, 2023 and other filings with and submission to the U.S. Securities and Exchange Commission.

The foregoing factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement included in this report should not be construed as exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

As a result, you are cautioned not to place undue reliance on any forward-looking statements which speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required by law.

Responsibility Statement

We confirm that, to the best of our knowledge, the unaudited condensed consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) give a true and fair view of the Company’s consolidated assets, liabilities, financial position and results of operations. To the best of our knowledge, the financial report for the year ended December 31, 2024 includes a fair review of important events that have occurred during the period and their impact on the unaudited condensed consolidated financial statements, the principal risks and uncertainties, and major related party transactions.

February 27, 2025

Cool Company Ltd.

London, UK

Questions should be directed to:

c/o Cool Company Ltd – +44 20 7659 1111

Richard Tyrrell (Chief Executive Officer & Director)

Cyril Ducau (Chairman of the Board)

John Boots (Chief Financial Officer)

Antoine Bonnier (Director)

Joanna Huipei Zhou (Director)

Sami Iskander (Director)

Neil Glass (Director)

Peter Anker (Director)

Cool Company Ltd.

 

Unaudited Condensed Consolidated Statements of Operations

 

For the three months ended

 

For the twelve months ended

(in thousands of $)

Oct-Dec

2024

 

Jul-Sep

2024

 

Oct-Dec

2023

 

2024

 

 

2023

 

Time and voyage charter revenues

80,764

 

 

77,745

 

 

89,319

 

 

313,620

 

 

347,081

 

Vessel and other management fee revenues

722

 

 

767

 

 

3,308

 

 

8,890

 

 

14,301

 

Amortization of intangible assets and liabilities – charter agreements, net

3,081

 

 

3,922

 

 

4,517

 

 

15,987

 

 

17,628

 

Total operating revenues

84,567

 

 

82,434

 

 

97,144

 

 

338,497

 

 

379,010

 

 

 

 

 

 

 

 

 

 

 

Vessel operating expenses

(18,489

)

 

(17,950

)

 

(16,804

)

 

(71,070

)

 

(72,783

)

Voyage, charter hire and commission expenses, net

(2,742

)

 

(1,179

)

 

(1,019

)

 

(6,260

)

 

(4,532

)

Administrative expenses

(4,952

)

 

(5,661

)

 

(5,372

)

 

(21,936

)

 

(24,173

)

Depreciation and amortization

(19,840

)

 

(18,696

)

 

(18,898

)

 

(76,282

)

 

(76,629

)

Total operating expenses

(46,023

)

 

(43,486

)

 

(42,093

)

 

(175,548

)

 

(178,117

)

 

 

 

 

 

 

 

 

 

 

Operating income

38,544

 

 

38,948

 

 

55,051

 

 

162,949

 

 

200,893

 

 

 

 

 

 

 

 

 

 

Other non-operating income

 

 

 

 

 

 

42,549

 

 

 

 

 

 

 

 

Financial income/(expense):

 

 

 

 

 

 

Interest income

1,793

 

 

1,186

 

1,743

 

6,041

 

 

8,227

 

Interest expense

(20,978

)

 

(18,825

)

(20,463

)

(78,661

)

 

(80,190

)

Gains/(losses) on derivative instruments

11,037

 

 

(12,485

)

(13,115

)

13,918

 

 

7,278

 

Other financial items, net

(1,185

)

 

(533

)

(426

)

(3,170

)

 

(1,838

)

Financial expenses, net

(9,333

)

 

(30,657

)

(32,261

)

(61,872

)

 

(66,523

)

 

 

 

 

 

 

 

Income before income taxes and non-controlling interests

29,211

 

8,291

 

 

22,790

 

 

101,077

 

 

176,919

 

Income taxes, net

176

 

(167

)

 

(375

)

 

(277

)

 

(556

)

Net income

29,387

 

8,124

 

 

22,415

 

100,800

 

 

176,363

 

Net (income)/loss attributable to non-controlling interests

(2,034

)

25

 

 

(351

)

 

(2,658

)

 

(1,634

)

Net income attributable to the Owners of Cool Company Ltd.

27,353

 

 

8,149

 

 

22,064

 

 

98,142

 

 

174,729

 

 

 

 

 

 

 

 

Net (income)/loss attributable to:

 

 

 

 

 

 

 

 

Owners of Cool Company Ltd.

27,353

 

 

8,149

 

 

22,064

 

 

98,142

 

 

174,729

 

Non-controlling interests

2,034

 

 

(25

)

 

351

 

2,658

 

 

1,634

 

Net income

29,387

 

 

8,124

 

 

22,415

 

100,800

 

 

176,363

 

 

 

 

Cool Company Ltd.

 

Unaudited Condensed Consolidated Balance Sheets

 

At December 31,

 

At December 31,

(in thousands of $, except number of shares)

2024

2023

 

 

(Audited)

ASSETS

 

 

Current assets

 

 

Cash and cash equivalents

165,274

133,496

Restricted cash and short-term deposits

3,350

Intangible assets, net

629

 

825

Trade receivable and other current assets

7,643

 

12,923

Inventories

3,666

 

3,659

Total current assets

177,212

 

154,253

 

 

 

 

Non-current assets

 

 

 

Restricted cash

446

 

492

Intangible assets, net

7,469

 

9,438

Newbuildings

105,668

 

181,904

Vessels and equipment, net

1,939,626

 

1,700,063

Other non-current assets

12,715

 

10,793

Total assets

2,243,136

 

2,056,943

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

Current liabilities

 

 

 

Current portion of long-term debt and short-term debt

141,996

 

194,413

Trade payable and other current liabilities

101,734

 

98,917

Total current liabilities

243,730

 

293,330

 

 

 

 

Non-current liabilities

 

 

 

Long-term debt

1,163,879

 

866,671

Other non-current liabilities

74,027

 

90,362

Total liabilities

1,481,636

 

1,250,363

 

 

 

 

Equity

 

 

 

Owners’ equity includes 53,726,718 (2023: 53,702,846) common shares of $1.00 each, issued and outstanding

761,500

 

735,990

Non-controlling interests

 

70,590

Total equity

761,500

 

806,580

 

 

 

Total liabilities and equity

2,243,136

 

2,056,943

 
 

Cool Company Ltd.

 

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands of $)

Jan-Dec

2024

 

Jan-Dec

2023

Operating activities

 

 

 

Net income

100,800

 

 

176,363

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Depreciation and amortization expenses

76,282

 

 

76,629

 

Amortization of intangible assets and liabilities arising from charter agreements, net

(15,987

)

 

(17,628

)

Amortization of deferred charges and fair value adjustments

4,128

4,124

 

Gain on sale of vessel

 

 

(42,549

)

Drydocking expenditure

(23,931

)

(4,547

)

Compensation cost related to share-based payment, net

2,013

 

 

2,447

 

Change in fair value of derivative instruments

(2,631

)

 

3,306

 

Share based payments

(536

)

(232

)

Changes in assets and liabilities:

 

Trade accounts receivable

7,672

(7,044

)

Inventories

(7

)

(2,668

)

Other current and other non-current assets

(2,695

)

 

(3,864

)

Amounts due to related parties

(463

)

(1,254

)

Trade accounts payable

(940

)

18,486

 

Accrued expenses

(2,928

)

(6,367

)

Other current and non-current liabilities

5,333

 

3,724

 

Net cash provided by operating activities

146,110

198,926

 

 

 

 

Investing activities

 

 

 

Additions to vessels and equipment

(26,532

)

 

(13,801

)

Additions to newbuildings

(160,958

)

(181,287

)

Additions to intangible assets

(132

)

 

(1,344

)

Proceeds from sale of vessels & equipment

 

184,300

 

Net cash (used in) / provided by investing activities

(187,622

)

 

(12,132

)

 

 

 

 

Financing activities

 

 

Proceeds from short-term and long-term debt

411,347

 

110,000

 

Repayments of short-term and long-term debt (1)

(257,384

)

(203,130

)

Financing arrangement fees and other costs

(9,960

)

 

(1,892

)

Cash dividends paid

(74,109

)

 

(87,511

)

Net cash provided by / (used in) financing activities

69,894

 

(182,533

)

 

 

 

Net increase in cash, cash equivalents and restricted cash

28,382

 

4,261

 

Cash, cash equivalents and restricted cash at beginning of period

137,338

133,077

 

Cash, cash equivalents and restricted cash at end of period

165,720

137,338

 

(1) Repayments of short-term and long-term debt includes $148.4 million paid by the Company to exercise its option to repurchase Kool Ice and Kool Kelvin, under their respective sale and leaseback agreements.

Cool Company Ltd.

 

Unaudited Condensed Consolidated Statements of Changes in Equity

 

For the twelve months ended December 31, 2024

(in thousands of $, except number of shares)

 

Number of

common

shares

 

Owners’

Share

Capital

Additional

Paid-in

Capital(1)

Retained

Earnings

Owners’

Equity

Non-

controlling

Interests

Total

Equity

Consolidated balance at December 31, 2023 (audited)

 

53,702,846

 

53,703

509,327

 

172,960

 

735,990

 

70,590

 

806,580

 

Net income

 

 

 

98,142

 

98,142

 

2,658

 

100,800

 

Deconsolidation of lessor

VIEs (2)

 

 

 

 

 

(73,248

)

(73,248

)

Restricted stock units

 

23,872

 

24

(24

)

 

 

 

 

Share based payments contribution, net of share based payments

 

 

1,672

 

 

1,672

 

 

1,672

 

Forfeitures of share based compensation

 

 

(195

)

 

(195

)

 

(195

)

Dividends

 

 

 

(74,109

)

(74,109

)

 

(74,109

)

Consolidated balance at

December 31, 2024

 

53,726,718

 

53,727

510,780

 

196,993

 

761,500

 

 

761,500

 

 

For the twelve months ended December 31, 2023

(in thousands of $, except number of shares)

 

Number of

common

shares

 

Owners’

Share

Capital

Additional

Paid-in

Capital(1)

Retained

Earnings

Owners’

Equity

Non-

controlling

Interests

Total

Equity

Consolidated balance at December 31, 2022 (audited)

 

53,688,462

 

53,688

507,127

 

85,742

 

646,557

 

68,956

715,513

 

Net income

 

 

 

174,729

 

174,729

 

1,634

176,363

 

Share based payments contribution, net of share based payments

 

 

2,215

 

 

2,215

 

2,215

 

Restricted stock units

 

14,384

 

15

(15

)

 

 

 

 

Dividends

 

 

 

 

 

(87,511

)

(87,511

)

(87,511

)

Consolidated balance at

December 31, 2023 (audited)

 

53,702,846

 

53,703

509,327

 

172,960

 

735,990

 

70,590

806,580

 

(1) Additional paid-in capital refers to the amount of capital contributed or paid-in over and above the par value of the Company’s issued share capital.

(2) On November 14, 2024, the Company exercised its option to repurchase Kool Ice and Kool Kelvin. After exercising the repurchase options, the Company no longer held a variable interest in the lessor SPVs and therefore, the Company deconsolidated the lessor SPVs, from its financial results. As a result, the equity attributable to lessor SPVs amounting to $73.2 million included within non-controlling interests has been deconsolidated.

Appendix A – Non-GAAP Financial Measures and Definitions

Non-GAAP Financial Metrics Arising from How Management Monitors the Business

In addition to disclosing financial results in accordance with US generally accepted accounting principles (US GAAP), this earnings release and the associated investor presentation and discussion contain references to the non-GAAP financial measures which are included in the table below. We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with US GAAP, and the financial results calculated in accordance with US GAAP. Non-GAAP measures are not uniformly defined by all companies, and may not be comparable with similar titles, measures and disclosures used by other companies. The reconciliations of these non-GAAP measures to the closest US GAAP measures should be carefully evaluated.

Non-GAAP measure

Closest equivalent US GAAP measure

Adjustments to reconcile to primary financial statements prepared under US GAAP

Rationale for presentation of the non-GAAP measure

Performance Measures

Adjusted EBITDA

Net income

+/- Other non-operating income

+/- Net financial expense, representing: Interest income, Interest expense, (Gains)/losses on derivative instruments and Other financial items, net

+/- Income taxes, net

+ Depreciation and amortization

– Amortization of intangible assets and liabilities – charter agreements, net

Increases the comparability of total business performance from period to period and against the performance of other companies by removing the impact of other non-operating income, depreciation, amortization of intangible assets and liabilities – charter agreements, net, financing and tax items.

Average daily TCE

Time and voyage charter revenues

– Voyage, charter hire and commission expenses, net

 

The above total is then divided by calendar days less scheduled off-hire days.

Measure of the average daily net revenue performance of a vessel.

 

Standard shipping industry performance measure used primarily to compare period-to-period changes in the vessel’s net revenue performance despite changes in the mix of charter types (i.e. spot charters, time charters and bareboat charters) under which the vessel may be employed between the periods.

 

Assists management in making decisions regarding the deployment and utilization of its fleet and in evaluating financial performance.

Liquidity measures

Total Contractual Debt

Total debt (current and non-current), net of deferred finance charges

+ VIE Consolidation and fair value adjustments upon acquisition

+ Deferred Finance Charges

We consolidate two lessor VIEs for our sale and leaseback facilities (for the vessels Ice and Kelvin). This means that on consolidation, our contractual debt is eliminated and replaced with the lessor VIEs’ debt.

 

Contractual debt represents our actual debt obligations under our various financing arrangements before consolidating the lessor VIEs.

 

We believe that this measure enables investors and users of our financial statements to assess our liquidity and the split of our debt (current and non-current) based on our underlying contractual obligations.

Total Company Cash

CoolCo cash based on GAAP measures:

 

 

 

+ Cash and cash equivalents

 

 

 

+ Restricted cash and short-term deposits (current and non-current)

– VIE restricted cash and short-term deposits (current and non-current)

We consolidate two lessor VIEs for our sale and leaseback facilities. This means that on consolidation, we include restricted cash held by the lessor VIEs.

 

Total Company Cash represents our cash and cash equivalents and restricted cash and short-term deposits (current and non-current) before consolidating the lessor VIEs.

 

We believe that this measure enables investors and users of our financial statements to assess our liquidity and aids comparability with our competitors.

 

Reconciliations – Performance Measures

Adjusted EBITDA

 

For the three months ended

(in thousands of $)

Oct-Dec

2024

 

Jul-Sep

2024

 

Oct-Dec

2023

Net income

29,387

 

 

8,124

 

 

22,415

 

Interest income

(1,793

)

 

(1,186

)

 

(1,743

)

Interest expense

20,978

 

 

18,825

 

 

20,463

 

Losses/(Gains) on derivative instruments

(11,037

)

 

12,485

 

 

13,115

 

Other financial items, net

1,185

 

 

533

 

 

426

 

Income taxes, net

(176

)

 

167

 

 

375

 

Depreciation and amortization

19,840

 

 

18,696

 

 

18,898

 

Amortization of intangible assets and liabilities – charter agreements, net

(3,081

)

 

(3,922

)

 

(4,517

)

Adjusted EBITDA

55,303

 

 

53,722

 

 

69,432

 

 

For the twelve months ended

(in thousands of $)

Jan-Dec

2024

 

Jan-Dec

2023

Net income

100,800

 

 

176,363

 

Other non-operating income

 

 

(42,549

)

Interest income

(6,041

)

 

(8,227

)

Interest expense

78,661

 

 

80,190

 

Gains on derivative instruments

(13,918

)

 

(7,278

)

Other financial items, net

3,170

 

 

1,838

 

Income taxes, net

277

 

 

556

 

Depreciation and amortization

76,282

 

 

76,629

 

Amortization of intangible assets and liabilities – charter agreements, net

(15,987

)

 

(17,628

)

Adjusted EBITDA

223,244

 

 

259,894

 

Average daily TCE

 

For the three months ended

(in thousands of $, except number of days and average daily TCE)

Oct-Dec

2024

 

Jul-Sep

2024

 

Oct-Dec

2023

Time and voyage charter revenues

 

80,764

 

 

 

77,745

 

 

 

89,319

 

Voyage, charter hire and commission expenses, net

 

(2,742

)

 

 

(1,179

)

 

 

(1,019

)

 

 

78,022

 

 

 

76,566

 

 

 

88,300

 

Calendar days less scheduled off-hire days

 

1,056

 

 

 

938

 

 

 

1,012

 

Average daily TCE (to the closest $100)

$

73,900

 

 

$

81,600

 

 

$

87,300

 

 

 

 

 

 

 

 

For the twelve months ended

(in thousands of $, except number of days and average daily TCE)

Jan-Dec

2024

 

Jan-Dec

2023

Time and voyage charter revenues

 

313,620

 

 

 

347,081

 

Voyage, charter hire and commission expenses, net

 

(6,260

)

 

 

(4,532

)

 

 

307,360

 

 

 

342,549

 

Calendar days less scheduled off-hire days

 

3,961

 

 

 

4,096

 

Average daily TCE (to the closest $100)

$

77,600

 

 

$

83,600

 

Reconciliations – Liquidity measures

Total Contractual Debt

(in thousands of $)

At December 31,

2024

At December 31,

2023

Total debt (current and non-current) net of deferred finance charges

1,305,875

1,061,084

Add: VIE consolidation and fair value adjustments(1)

97,245

Add: Deferred finance charges

15,815

5,563

Total Contractual Debt

1,321,690

1,163,892

Total Company Cash

(in thousands of $)

At December 31,

2024

 

At December 31,

2023

Cash and cash equivalents

165,274

 

133,496

Restricted cash and short-term deposits

446

 

3,842

Less: VIE restricted cash(1)

 

(3,350)

Total Company Cash

165,720

 

133,988

(1) On November 14, 2024, the Company exercised its option to repurchase Kool Ice and Kool Kelvin. After exercising the repurchase options, the Company no longer held a variable interest in the lessor SPVs and therefore, the Company deconsolidated the lessor SPVs, from its financial results. As a result, no debt or restricted cash held by lessor SPVs is presented as of December 31, 2024.

Other definitions

Contracted Revenue Backlog

Contracted revenue backlog is defined as the contracted daily charter rate for each vessel multiplied by the number of scheduled hire days for the remaining contract term. Contracted revenue backlog is not intended to represent Adjusted EBITDA or future cashflows that will be generated from these contracts. This measure should be seen as a supplement to and not a substitute for our US GAAP measures of performance.

This information is subject to the disclosure requirements in Regulation EU 596/2014 (MAR) article 19 number 3 and section 5-12 of the Norwegian Securities Trading Act.

c/o Cool Company Ltd – +44 20 7659 1111

KEYWORDS: United Kingdom Europe

INDUSTRY KEYWORDS: Maritime Mining/Minerals Transport Oil/Gas Energy Natural Resources

MEDIA:

Innate Pharma to Participate in the 2025 Leerink Partners Global Healthcare Conference

Innate Pharma to Participate in the 2025 Leerink Partners Global Healthcare Conference

MARSEILLE, France–(BUSINESS WIRE)–
Regulatory News:

Innate Pharma SA (Euronext Paris: IPH; Nasdaq: IPHA) (“Innate” or the “Company”) today announced that members of its executive team will present and host 1×1 meetings at the Leerink Partners 2025 Global Healthcare Conference being held onMarch10 – 12, 2025 in W Hotel South Beach in Miami, Florida.

The executive team will participate in a fireside chat scheduled Tuesday, March 11, 2025, from 3:00 – 3:30 pm ET.

A live webcast and a replay of the presentation will be available on the Events page in the Investors section of Innate Pharma website.

About Innate Pharma

Innate Pharma S.A. is a global, clinical-stage biotechnology company developing immunotherapies for cancer patients. Its innovative approach aims to harness the innate immune system through three therapeutic approaches: multi-specific NK Cell Engagers via its ANKET® (Antibody-based NK cell Engager Therapeutics) proprietary platform and Antibody Drug Conjugates (ADC) and monoclonal antibodies (mAbs).

Innate’s portfolio includes several ANKET® drug candidates to address multiple tumor types as well as IPH4502, a differentiated ADC in development in solid tumors. In addition, anti-KIR3DL2 mAb lacutamab is developed in advanced form of cutaneous T cell lymphomas and peripheral T cell lymphomas, and anti-NKG2A mAb monalizumab is developed with AstraZeneca in non-small cell lung cancer.

Innate Pharma is a trusted partner to biopharmaceutical companies such as Sanofi and AstraZeneca, as well as leading research institutions, to accelerate innovation, research and development for the benefit of patients.

Headquartered in Marseille, France with a US office in Rockville, MD, Innate Pharma is listed on Euronext Paris and Nasdaq in the US.

Learn more about Innate Pharma at www.innate-pharma.com and follow us on LinkedIn and X.

Information about Innate Pharma shares

ISIN code

Ticker code

LEI

FR0010331421

Euronext: IPH Nasdaq: IPHA

9695002Y8420ZB8HJE29

Disclaimer on forward-looking information and risk factors

This press release contains certain forward-looking statements, including those within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995. The use of certain words, including “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “may,” “might,” “potential,” “expect” “should,” “will,” or the negative of these and similar expressions, is intended to identify forward-looking statements. Although the Company believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks and uncertainties include, among other things, the uncertainties inherent in research and development, including related to safety, progression of and results from its ongoing and planned clinical trials and preclinical studies, review and approvals by regulatory authorities of its product candidates, the Company’s reliance on third parties to manufacture its product candidates, the Company’s commercialization efforts and the Company’s continued ability to raise capital to fund its development. For an additional discussion of risks and uncertainties, which could cause the Company’s actual results, financial condition, performance or achievements to differ from those contained in the forward-looking statements, please refer to the Risk Factors (“Facteurs de Risque”) section of the Universal Registration Document filed with the French Financial Markets Authority (“AMF”), which is available on the AMF website http://www.amf-france.org or on Innate Pharma’s website, and public filings and reports filed with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, and subsequent filings and reports filed with the AMF or SEC, or otherwise made public by the Company. References to the Company’s website and the AMF website are included for information only and the content contained therein, or that can be accessed through them, are not incorporated by reference into, and do not constitute a part of, this press release.

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified time frame or at all. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This press release and the information contained herein do not constitute an offer to sell or a solicitation of an offer to buy or subscribe to shares in Innate Pharma in any country.

 

For additional information, please contact:

Investors

Innate Pharma

Henry Wheeler

Tel.: +33 (0)4 84 90 32 88

[email protected]

Media Relations

NewCap

Arthur Rouillé

Tel.: +33 (0)1 44 71 00 15

[email protected]

KEYWORDS: Florida Europe United States North America France

INDUSTRY KEYWORDS: Biotechnology Health Pharmaceutical Clinical Trials Oncology

MEDIA:

Logo
Logo

Intchains Group Hosts Ask Me Anything session with Aleo Co-Founder Howard Wu to Explore the Future of Crypto Mining

SINGAPORE, Feb. 27, 2025 (GLOBE NEWSWIRE) — Intchains Group Limited (Nasdaq: ICG), a leader in efficient altcoin mining solutions, hosted an Ask Me Anything (AMA) session on X with Aleo co-founder and CEO of Provable, Howard Wu, to explore the future of crypto mining, hardware acceleration, and zero-knowledge proof (ZKP) advancements. The discussion underscored ICG’s role in shaping next-generation mining technologies and expanding the Aleo ecosystem. Goldshell, a subsidiary of ICG is excited to contribute to the Aleo ecosystem by providing mining hardware that complements Aleo’s vision.

Goldshell’s AE BOX Series: The First ASIC Miner for ALEO

ICG, through Goldshell, launched the AE BOX and AE BOX PRO on 7 February 2025, as the first mining products designed specifically for ALEO, marking a milestone for Aleo in advancing decentralised, privacy-focused mining hardware. Wu praised the AE BOX PRO for its fast setup, high proof security capabilities, and zero-knowledge optimisation. Unlike GPUs, which mine multiple cryptocurrencies, the AE BOX Series features Aleo-optimised chips for superior efficiency. As the first company to release such a product, Goldshell cements its leadership in altcoin mining innovation.

Enhancing Mining Security: Aleo’s ARC-0043 Upgrade

Aleo is set to introduce the ARC-0043 proposal, a major technological advancement that enhances mining security and efficiency of Aleo’s mining and overall network operations. The upgrade will implement a new puzzle algorithm, increasing computational complexity and improving ZK-SNARK verification speed. This will significantly reduce block verification time while incentivising hardware advancements.

The implementation timeline for ARC-0043 is estimated at six months, during which testing will be conducted on both testnet and mainnet environments.

Enhancing Mining Profitability with Innovations

A key takeaway from the discussion was the shift towards specifically-designed products for Aleo. While older GPUs face profitability challenges, newer models, such as the 4070S and 4080, remain viable. With the introduction of specialised miners, it will not only make Aleo mining more profitable, mining efficiency and security are also set to improve significantly.

The Shift of Mining for Aleo

As Aleo’s ecosystem grows, partnerships and decentralised applications (dApps) are becoming integral to its development. Wu emphasised the importance of community contributions, inviting developers to participate in upcoming initiatives, including the workshops on Aleo programming.

For the full summary and recording of key takeaways from the AMA, please visit Goldshell’s official website.

For more information about ICG, please visit https://intchains.com/ and follow ICG on LinkedIn and X.

About Intchains Group

Intchains Group Limited (ICG) is a company that engages in the provision of altcoin mining products, the strategic acquisition and holding of Ethereum-based cryptocurrencies, and the active development of innovative Web3 applications.

Contacts:

Intchains Group Limited

Investor relations
Email: [email protected]

Redhill Communications

Muhammad Rahmat
Tel: +65 9277 4846
Email: [email protected]

Belinda Chan
Tel: +852-9379-3045
Email: [email protected]



Kelso Technologies Inc. 2025 Outlook and Strategic Initiatives

WEST KELOWNA, British Columbia and BONHAM, Texas, Feb. 26, 2025 (GLOBE NEWSWIRE) — Kelso Technologies Inc (TSX: KLS) today announced that its Board of Directors has approved the budget for fiscal year 2025. The company anticipates sales growth to be flat to slightly positive, in the range of 0% to 5%, compared to fiscal year 2024. For FY2024, the Company expects to report revenue of $10.7 million. A key focus for FY2025 will be maintaining cost discipline as the company prepares for the anticipated upswing in new tank car builds expected to begin starting 2026. This strategic approach will position the company to capitalize on the increased demand and maximize profitability.

“We are pleased to have reached a consensus on a budget that supports our strategic objectives for 2025,” said Paul Cass, Lead Independent Director. “While we anticipate modest sales growth, we are confident in our ability to navigate the current economic environment, maintain cost discipline, and deliver value to our shareholders, particularly as we look ahead to the increased tank car build cycle.”

As of early 2025, Kelso Technologies Inc is emerging from a challenging financial landscape, influenced by market dynamics and strategic initiatives in 2024. The new management team has focused on improving operational efficiency and reducing overhead costs and anticipate a positive impact on profitability for 2025. For FY2024, the Company intends to optimize its balance sheet by reassessing inventory levels and the carrying value of KXI. Consequently, Kelso anticipates a significant loss in FY2024 due to one-time expenses and write-offs.

Strategic Initiatives

Kelso is actively pursuing full Association of American Railroads (AAR) approval for its Bottom Outlet Valve (BOV) and Angle Valve (AV), both of which are well into their required service trial periods. This approval is expected to open new revenue streams, especially given the higher unit value of pressure car packages.

“2025 will be a re-building year for Kelso,” says Frank Busch, CEO. “We have, and continue to hear, our shareholders’ concerns and are acting upon fundamental business principles of increasing top-line revenue and reducing expenditures to maximize EBITDA.”

Additionally, the company is undergoing a strategic reorganization to enhance financial stability without compromising production capabilities. This includes a comprehensive review of the KXI HD product line to unlock shareholder value.

Market Outlook

“The outlook for tank car deliveries has improved slightly from recent history” said Amanda Smith, EVP of Operations. “After averaging just over 8,700 cars per year from 2021 to 2023, actual tank car deliveries for 2024 reached just over 10,000 cars and FTR projects a slight improvement to 10,325 in 2025. This level of production represents a 15.8% increase over the 2021-2023 average and an opportunity for improved results.”

Industry projections for 2026 and beyond show a positive trend, with anticipated growth to 13,000 units in 2027. Kelso’s strategic focus on obtaining AAR approvals aligns with this projected market upturn, positioning the company to capitalize on future demand increases.

Liquidity and Capital Resources

Management’s cost-cutting initiatives have yielded positive results, enabling the company to meet its vendor obligations promptly. In addition, Kelso has established a Texas Capital Bank line of credit with $250,000 available, further bolstering liquidity.

Conclusion

Kelso Technologies is striving for a profitable FY2025. Despite current market headwinds, the Company’s strategic initiatives, including the pursuit of AAR approvals and financial restructuring, are designed to enhance performance in the coming years. The anticipated market recovery post-2025 provides a favorable backdrop for these efforts.

About Kelso Technologies

Kelso is a diverse transportation equipment company that specializes in the creation, production, sales and distribution of proprietary products used in rail and automotive transportation. The Company’s rail equipment business has been developed as a designer and reliable domestic supplier of unique high-quality rail tank car valves that provide for the safe handling and containment of commodities during rail transport. The automotive division of the Company has created the first proven automated suspension-based Advanced Driver Assistance System for commercial mission-critical wilderness operations. All Kelso products are specifically designed to address the challenging issues of public safety, worker well-being and potential environmental harm while providing effective and efficient operational advantages to customers. Kelso’s innovation objectives are to create products that diminish the potentially dangerous effects of human and technology error through the use of the Company’s portfolio of proprietary products.

For a more complete business and financial profile of the Company, please view the Company’s website at www.kelsotech.com and public documents posted under the Company’s profile on SEDAR in Canada and on EDGAR in the United States.

On behalf of the Board of Directors,

Frank Busch, CEO

Legal Notice Regarding Forward-Looking Statements: This news release contains “forward-looking statements” within the meaning of applicable securities legislation and indicate expectations or intentions. Forward-looking statements in this news release include that our new rail products will sell once AAR approvals are secured; that although the rail industry is very slightly improving there is still opportunity for Kelso to grow its revenues; and that the Company is improving efficiency while reducing operational costs as part of a strategic initiative. Although Kelso believes the Company’s anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, they can give no assurance that such expectations will prove to be correct. The reader should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Kelso to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information, including without limitation that current rail industry risks including high interest rates, inflation and supply chain issues may last longer than expected delaying business orders from customers; that the development of new products may proceed slower than expected, cost more or may not result in a saleable product; that tank car producers may produce or retrofit fewer than cars than expected and even if they meet expectations, they may not purchase the Company’s products for their tank cars; capital resources may not be adequate enough to fund future operations as intended; that the Company’s products may not provide the intended economic or operational advantages to end users; that the Company’s new rail products may not receive regulatory certification; that customer orders may not develop or be cancelled; that competitors may enter the market with new product offerings which could capture some of the Company’s market share; that a new product idea under research and development may be dropped if ongoing product testing and market research reveal engineering and economic issues that render a new product concept infeasible; and that the Company’s new equipment offerings may not capture market share as well as expected. Except as required by law, the Company does not intend to update the forward-looking information and forward-looking statements contained in this news release.

For
further
information,
please
contact:

Frank Busch
Chief Executive Officer
Email: [email protected]
Sameer Uplenchwar Chief Financial Officer
Email: [email protected]
Head office:
305 – 1979 Old Okanagan Hwy,
West Kelowna, BC V4T 3A4 www.kelsotech.com



ADTRAN Holdings, Inc. reports preliminary fourth quarter and full-year 2024 financial results

ADTRAN Holdings, Inc. reports preliminary fourth quarter and full-year 2024 financial results

HUNTSVILLE, Ala.–(BUSINESS WIRE)–
ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its preliminary unaudited financial results for the fourth quarter and full-year ended December 31, 2024.

  • Revenue: $242.9 million, up 7% sequentially and above the mid-point of outlook.

  • Gross margin: GAAP gross margin: 37.6%; non-GAAP gross margin: 42.0%.

  • Operating margin: improved sequentially on a GAAP and non-GAAP basis, above the mid-point of outlook.

  • GAAP diluted loss per share of $0.58; non-GAAP diluted earnings per share $0.00.

Adtran Holdings’ Chairman and Chief Executive Officer Tom Stanton stated, “Market conditions continued to improve during the fourth quarter driven by higher service provider spending, lower customer inventories, a continuing shift away from high-risk vendors, and the secular trend of increased fiber access and optical transport. The progress we made during the fourth quarter, including higher sequential and year-over-year revenue and operating margin, was supported by growth across geographies, most product lines, and the continued expansion of our customer base.”

Mr. Stanton added, “We finished 2024 with positive momentum in our business. Based on the current visibility and booking trends, we expect higher revenue in the first quarter of 2025, overcoming typical seasonality.”

Business outlook1

For the first quarter of 2025, the Company expects revenue to be within a range of $237.5 million to $252.5 million. Non-GAAP operating margin is expected to be within a range of 0% to 4%.

1 Non-GAAP operating margin (which is calculated as non-GAAP operating income (loss) divided by revenue) is a non-GAAP financial measure. The Company has provided first quarter 2025 guidance with regard to non-GAAP operating margin. This measure excludes from the corresponding GAAP financial measure the effect of adjustments as described below. The Company has not provided a reconciliation of such non-GAAP guidance to guidance presented on a GAAP basis because it cannot predict and quantify without unreasonable effort all of the adjustments that may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range. In particular, non-GAAP operating margin excludes certain items, including continued restructuring expenses, that will continue to evolve as our business efficiency program is implemented that the Company is unable to quantitatively predict. Depending on the materiality of these items, they could have a significant impact on the Company’s GAAP financial results.

Conference call

The Company will hold a conference call to discuss its preliminary fourth quarter 2024 results on Thursday, February 27, 2025, at 9:30 a.m. Central Time, or 4:30 p.m. Central European Time. The Company will webcast this conference call at the events and presentations section of ADTRAN Holdings, Inc. Investor Relations website at https://events.q4inc.com/attendee/811754399 approximately 10 minutes prior to the start of the call, or you may dial 1-888-330-2391 (Toll-Free US) or 1-240-789-2702, and use Conference ID 8936454.

An online replay of the Company’s conference call, as well as the transcript of the call, will be available on the Investor Relations site https://investors.adtran.com/ shortly following the call and will remain available for at least

12 months. For more information, visit investors.adtran.com or email [email protected].

Upcoming conference schedule

March 11, 2025: Stifel 2025 NYC Technology One-on-One Conference

March 17, 2025: 37th Annual ROTH Conference

April 1, 2025: Optical Fiber Communication (OFC) Conference and Exhibition

About Adtran

ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) is the parent company of Adtran, Inc., a leading global provider of open, disaggregated networking and communications solutions that enable voice, data, video and internet communications across any network infrastructure. From the cloud edge to the subscriber edge, Adtran empowers communications service providers around the world to manage and scale services that connect people, places and things. Adtran solutions are used by service providers, private enterprises, government organizations and millions of individual users worldwide. ADTRAN Holdings, Inc. is also the majority shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE. Find more at Adtran, LinkedIn and Twitter.

Cautionary note regarding forward-looking statements

Statements contained in this press release and the accompanying earnings call which are not historical facts, such as those relating to expectations regarding future revenue and future non-GAAP operating margin; future service provider spending; future profitability, and growth, including customer acquisition and booking trends, as well as future end market growth; future market trends and customer inventory levels; future operational leverage and cash generation; and ADTRAN Holdings’ strategy and outlook, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties relating to ADTRAN Holdings’ ability to continue to reduce expenditures and the impact of such reductions on its financial results and financial condition; (ii) risks and uncertainties relating to our ability to comply with the covenants set forth in our credit agreement, to satisfy our payment obligations to Adtran Networks’ minority shareholders under the Domination and Profit and Loss Transfer Agreement between us and Adtran Networks (the “DPLTA”), and to make payments to Adtran Networks in order to absorb its annual net loss pursuant to the DPLTA; (iii) the risk of fluctuations in revenue due to lengthy sales and approval processes required by major and other service providers for new products, as well as shifting customer spending patterns; (iv) risks and uncertainties relating to our level of indebtedness; (v) risks and uncertainties relating to ongoing material weaknesses in our internal control over financial reporting; (vi) risks posed by potential breaches of information systems and cyber-attacks; (vii) the risk that ADTRAN Holdings may not be able to effectively compete, including through product improvements and development; and (viii) other risks set forth in ADTRAN Holdings’ public filings made with the Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q or other securities filings, and the risks to be disclosed in its upcoming Annual Report on Form 10-K for the year ended December 31, 2024, to be filed with the SEC.

Additionally, the financial measures presented herein are preliminary estimates, remain subject to our internal controls and procedures, and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end adjustments. Any variation between the Company’s actual results and the preliminary financial information set forth herein may be material.

Explanation of use of non-GAAP financial measures

Set forth in the tables below are reconciliations of gross profit, gross margin, operating expenses, operating loss, other (expense) income, net loss inclusive of the non-controlling interest, net income attributable to the non-controlling interest, net loss attributable to the Company, and loss per share – basic and diluted, attributable to the Company, and net cash provided by (used in) operating activities, in each case as reported based on generally accepted accounting principles in the United States (“GAAP”), to non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP other expense, non-GAAP net income (loss) inclusive of the non-controlling interest, non-GAAP net income (loss) attributable to the Company, non-GAAP net earnings (loss per share) – basic and diluted, attributable to the Company, and free cash flow, respectively. Such non-GAAP measures exclude acquisition-related expenses, amortization and adjustments (consisting of intangible amortization of backlog, developed technology, customer relationships, and trade names acquired in connection with business combinations and amortization of inventory fair value adjustments as well as legal and advisory fees related to a potential significant transaction), stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, goodwill impairments, amortization of pension actuarial losses, the tax effect of these adjustments to net loss and purchases of property, plant and equipment. These measures are used by management in our ongoing planning and annual budgeting processes. Additionally, we believe the presentation of these non-GAAP measures, when combined with the presentation of the most directly comparable GAAP financial measure, is beneficial to the overall understanding of ongoing operating performance of the Company. These non-GAAP financial measures are not prepared in accordance with, or an alternative for, GAAP and therefore should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Additionally, our calculation of non-GAAP measures may not be comparable to similar measures calculated by other companies.

Published by

ADTRAN Holdings, Inc.

www.adtran.com

Condensed Consolidated Balance Sheets

(Preliminary, Unaudited)

(In thousands)

 

ASSETS

 

December 31,

2024

 

December 31,

2023

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

77,567

 

 

$

87,167

 

 

Accounts receivable, net

 

 

178,030

 

 

 

216,445

 

 

Other receivables

 

 

9,775

 

 

 

17,450

 

 

Income tax receivable

 

 

4,355

 

 

 

7,933

 

 

Inventory, net

 

 

269,337

 

 

 

362,295

 

 

Assets held for sale

 

 

11,901

 

 

 

 

 

Prepaid expenses and other current assets

 

 

58,534

 

 

 

45,566

 

 

Total Current Assets

 

 

609,499

 

 

 

736,856

 

 

Property, plant and equipment, net

 

 

102,942

 

 

 

123,020

 

 

Deferred tax assets, net

 

 

17,826

 

 

 

25,787

 

 

Goodwill

 

 

52,918

 

 

 

353,415

 

 

Intangibles, net

 

 

284,893

 

 

 

327,985

 

 

Other non-current assets

 

 

78,128

 

 

 

87,706

 

 

Long-term investments

 

 

32,060

 

 

 

27,743

 

 

Total Assets

 

$

1,178,266

 

 

$

1,682,512

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

 

$

170,451

 

 

$

162,922

 

 

Unearned revenue

 

 

52,701

 

 

 

46,731

 

 

Accrued expenses and other liabilities

 

 

35,704

 

 

 

36,204

 

 

Accrued wages and benefits

 

 

32,853

 

 

 

27,030

 

 

Income tax payable, net

 

 

830

 

 

 

5,221

 

 

Total Current Liabilities

 

 

292,539

 

 

 

278,108

 

 

Non-current revolving credit agreement outstanding

 

 

189,576

 

 

 

195,000

 

 

Deferred tax liabilities

 

 

30,690

 

 

 

35,655

 

 

Non-current unearned revenue

 

 

22,065

 

 

 

25,109

 

 

Non-current pension liability

 

 

8,983

 

 

 

12,543

 

 

Deferred compensation liability

 

 

33,203

 

 

 

29,039

 

 

Non-current lease obligations

 

 

25,925

 

 

 

31,420

 

 

Other non-current liabilities

 

 

17,928

 

 

 

28,657

 

 

Total Liabilities

 

 

620,909

 

 

 

635,531

 

 

Redeemable Non-Controlling Interest

 

 

422,943

 

 

 

442,152

 

 

Equity

 

 

 

 

 

Common stock

 

 

795

 

 

 

790

 

 

Additional paid-in capital

 

 

808,913

 

 

 

795,304

 

 

Accumulated other comprehensive income

 

 

10,897

 

 

 

47,465

 

 

Retained deficit

 

 

(680,993

)

 

 

(232,905

)

 

Treasury stock

 

 

(5,198

)

 

 

(5,825

)

 

Total Equity

 

 

134,414

 

 

 

604,829

 

 

Total Liabilities and Equity

 

$

1,178,266

 

 

$

1,682,512

 

 

Condensed Consolidated Statements of Loss

(Preliminary, Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

December 31,

 

December 31,

 

 

2024

 

2023

 

2024

 

2023

Revenue

 

 

 

 

 

 

 

 

Network Solutions

 

$

197,009

 

 

$

180,405

 

 

$

738,964

 

 

$

974,389

 

Services & Support

 

 

45,843

 

 

 

45,074

 

 

 

183,756

 

 

 

174,711

 

Total Revenue

 

 

242,852

 

 

 

225,479

 

 

 

922,720

 

 

 

1,149,100

 

Cost of Revenue

 

 

 

 

 

 

 

 

Network Solutions

 

 

134,184

 

 

 

126,248

 

 

 

511,070

 

 

 

722,582

 

Network Solutions – charges and inventory write-down

 

 

 

 

 

3,270

 

 

 

8,597

 

 

 

24,313

 

Services & Support

 

 

17,435

 

 

 

17,496

 

 

 

72,739

 

 

 

69,142

 

Total Cost of Revenue

 

 

151,619

 

 

 

147,014

 

 

 

592,406

 

 

 

816,037

 

Gross Profit

 

 

91,233

 

 

 

78,465

 

 

 

330,314

 

 

 

333,063

 

Selling, general and administrative expenses

 

 

57,156

 

 

 

61,262

 

 

 

233,369

 

 

 

258,149

 

Research and development expenses

 

 

49,209

 

 

 

54,818

 

 

 

221,463

 

 

 

258,311

 

Goodwill impairment

 

 

 

 

 

 

 

 

292,583

 

 

 

37,874

 

Operating Loss

 

 

(15,132

)

 

 

(37,615

)

 

 

(417,101

)

 

 

(221,271

)

Interest and dividend income

 

 

1,631

 

 

 

1,157

 

 

 

3,058

 

 

 

2,340

 

Interest expense

 

 

(4,870

)

 

 

(4,441

)

 

 

(22,053

)

 

 

(16,299

)

Net investment (loss) gain

 

 

(920

)

 

 

1,683

 

 

 

3,587

 

 

 

2,754

 

Other income (expense), net

 

 

687

 

 

 

(3,448

)

 

 

246

 

 

 

1,266

 

Loss Before Income Taxes

 

 

(18,604

)

 

 

(42,664

)

 

 

(432,263

)

 

 

(231,210

)

Income tax expense

 

 

(24,906

)

 

 

(64,632

)

 

 

(8,785

)

 

 

(28,133

)

Net Loss

 

$

(43,510

)

 

$

(107,296

)

 

$

(441,048

)

 

$

(259,343

)

Net Income attributable to non-controlling interest

 

 

2,406

 

 

 

2,566

 

 

 

9,824

 

 

 

6,946

 

Net Loss attributable to ADTRAN Holdings, Inc.

 

$

(45,916

)

 

$

(109,862

)

 

$

(450,872

)

 

$

(266,289

)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic

 

 

79,091

 

 

 

78,530

 

 

 

78,928

 

 

 

78,416

 

Weighted average shares outstanding – diluted

 

 

79,091

 

 

 

78,530

 

 

 

78,928

 

 

 

78,416

 

 

 

 

 

 

 

 

 

 

Loss per common share attributable to ADTRAN Holdings, Inc. – basic

 

$

(0.58

)

(1)

$

(1.40

)

 

$

(5.67

)

(1)

$

(3.39

)

Loss per common share attributable to ADTRAN Holdings, Inc. – diluted

 

$

(0.58

)

(1)

$

(1.40

)

 

$

(5.67

)

(1)

$

(3.39

)

(1) Loss per common share attributable to ADTRAN Holdings, Inc. – basic and diluted – reflects a $5 thousand effect of redemption for the three months ended December 31, 2024 and $3.0 million effect of redemption of RNCI for the year ended December 31, 2024.

Condensed Consolidated Statements of Cash Flows

(Preliminary, Unaudited)

(In thousands)

 

 

 

Twelve Months Ended

December 31,

 

 

2024

 

2023

Cash flows from operating activities:

 

 

 

 

Net Loss

 

$

(441,048

)

 

$

(259,343

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Depreciation and amortization

 

 

90,985

 

 

 

112,949

 

Goodwill impairment

 

 

292,583

 

 

 

37,874

 

Amortization of debt issuance cost

 

 

3,950

 

 

 

862

 

Accretion on available-for-sale investments, net

 

 

 

 

 

(22

)

Gain on investments

 

 

(5,030

)

 

 

(2,900

)

Net loss on disposal of property, plant and equipment

 

 

1,371

 

 

 

458

 

Stock-based compensation expense

 

 

15,342

 

 

 

16,016

 

Deferred income taxes

 

 

2,247

 

 

 

15,558

 

Inventory write down

 

 

4,135

 

 

 

24,313

 

Inventory reserves

 

 

3,980

 

 

 

25,546

 

Other, net

 

 

 

 

 

(2,942

)

Change in operating assets and liabilities:

 

 

 

 

Accounts receivable, net

 

 

46,108

 

 

 

65,612

 

Other receivables

 

 

10,713

 

 

 

10,315

 

Income taxes receivable

 

 

648

 

 

 

(2,637

)

Inventory

 

 

75,171

 

 

 

20,537

 

Prepaid expenses other current assets and other assets

 

 

(10,718

)

 

 

(29,883

)

Accounts payable

 

 

11,784

 

 

 

(91,907

)

Accrued expenses and other liabilities

 

 

5,519

 

 

 

17,929

 

Income taxes payable, net

 

 

(4,670

)

 

 

(3,939

)

Net cash provided by (used in) operating activities

 

 

103,070

 

 

 

(45,604

)

Cash flows from investing activities:

 

 

 

 

Purchases of property, plant and equipment

 

 

(32,454

)

 

 

(43,121

)

Purchases of intangibles – developed technology

 

 

(30,671

)

 

 

 

Proceeds from sales and maturities of available-for-sale investments

 

 

1,240

 

 

 

10,567

 

Purchases of available-for-sale investments

 

 

(268

)

 

 

(868

)

(Payments) Proceeds from beneficial interests in securitized accounts receivable

 

 

(55

)

 

 

1,218

 

Net cash used in investing activities

 

 

(62,208

)

 

 

(32,204

)

Cash flows from financing activities:

 

 

 

 

Tax withholdings related to stock-based compensation settlements

 

 

(1,143

)

 

 

(6,458

)

Proceeds from stock option exercises

 

 

824

 

 

 

540

 

Dividend payments

 

 

 

 

 

(21,237

)

Proceeds from receivables purchase agreement

 

 

68,556

 

 

 

14,099

 

Repayments on receivables purchase agreement

 

 

(83,772

)

 

 

 

Proceeds from draw on revolving credit agreements

 

 

26,000

 

 

 

163,733

 

Repayment of revolving credit agreements

 

 

(31,000

)

 

 

(64,987

)

Redemption of redeemable non-controlling interest

 

 

(17,398

)

 

 

(1,224

)

Payment of annual recurring compensation to non-controlling interest

 

 

(10,084

)

 

 

 

Payment of debt issuance cost

 

 

(1,994

)

 

 

(708

)

Repayment of notes payable

 

 

 

 

 

(24,891

)

Net cash (used in) provided by financing activities

 

 

(50,011

)

 

 

58,867

 

Net decrease in cash and cash equivalents

 

 

(9,149

)

 

 

(18,941

)

Effect of exchange rate changes

 

 

(451

)

 

 

(2,536

)

Cash and cash equivalents, beginning of year

 

 

87,167

 

 

 

108,644

 

Cash and cash equivalents, end of year

 

$

77,567

 

 

$

87,167

 

 

 

 

 

 

Supplemental disclosure of cash financing activities

 

 

 

 

Cash paid for interest

 

$

20,884

 

 

$

12,596

 

Cash paid for income taxes

 

$

10,384

 

 

$

18,552

 

Cash used in operating activities related to operating leases

 

$

9,274

 

 

$

9,682

 

Supplemental disclosure of non-cash investing activities

 

 

 

 

Right-of-use assets obtained in exchange for lease obligations

 

$

5,317

 

 

$

17,865

 

Purchases of property, plant and equipment included in accounts payable

 

$

2,635

 

 

$

1,298

 

Redemption of redeemable non-controlling interest

 

$

2,986

 

 

$

371

 

Supplemental Information

Reconciliation of Preliminary Gross Profit and Preliminary Gross Margin to

Preliminary Non-GAAP Gross Profit and Preliminary Non-GAAP Gross Margin

(Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

December 31,

2024

 

September 30,

2024

 

December 31,

2023

 

 

December 31,

2024

 

December 31,

2023

Total Revenue

 

$

242,852

 

 

$

227,704

 

 

$

225,479

 

 

 

$

922,720

 

 

$

1,149,100

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

$

151,619

 

 

$

142,453

 

 

$

147,014

 

 

 

$

592,406

 

 

$

816,037

 

Acquisition-related expenses, amortization and adjustments(1)

 

 

(9,980

)

 

 

(10,276

)

 

 

(10,048

)

 

 

 

(40,497

)

 

 

(89,602

)

Stock-based compensation expense

 

 

(317

)

 

 

(270

)

 

 

(440

)

 

 

 

(1,142

)

 

 

(1,294

)

Restructuring expenses(2)

 

 

(538

)

 

 

(7

)

 

 

(5,517

)

 

 

 

(14,580

)

 

 

(27,223

)

Integration expenses(3)

 

 

123

 

 

 

(34

)

 

 

39

 

 

 

 

19

 

 

 

(115

)

Non-GAAP Cost of Revenue

 

$

140,907

 

 

$

131,866

 

 

$

131,048

 

 

 

$

536,206

 

 

$

697,803

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

$

91,233

 

 

$

85,251

 

 

$

78,465

 

 

 

$

330,314

 

 

$

333,063

 

Non-GAAP Gross Profit

 

$

101,945

 

 

$

95,838

 

 

$

94,431

 

 

 

$

386,514

 

 

$

451,297

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

 

37.6

%

 

 

37.4

%

 

 

34.8

%

 

 

 

35.8

%

 

 

29.0

%

Non-GAAP Gross Margin

 

 

42.0

%

 

 

42.1

%

 

 

41.9

%

 

 

 

41.9

%

 

 

39.3

%

(1) Includes intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. 

(2) Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. These expenses include inventory write down and other charges of $8.6 million and other expenses of $0.6 million for the twelve months ended December 31, 2024, incurred as a result of a strategy shift which included discontinuance of certain product lines in connection with the Business Efficiency Program. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024. These expenses include restructuring wage charges of $5.4 million for the twelve months ended December 31, 2024.

(3) Includes expenses related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

Supplemental Information

Reconciliation of Preliminary Operating Expenses to Preliminary Non-GAAP Operating Expenses

(Unaudited)

(In thousands)

 

 

Three Months Ended

 

Twelve Months Ended

 

 

December 31,

2024

 

September 30,

2024

 

December 31,

2023

 

December 31,

2024

 

December 31,

2023

 

Operating Expenses

$

106,365

 

 

$

109,235

 

 

$

116,080

 

 

$

747,415

 

 

$

554,334

 

 

Acquisition-related expenses, amortization and adjustments (1)

 

(5,294

)

(2)

 

(5,054

)

(7)

 

(4,150

)

(11)

 

(22,462

)

(15)

 

(17,666

)

(20)

Stock-based compensation expense

 

(3,351

)

(3)

 

(3,126

)

(8)

 

(3,181

)

(12)

 

(13,245

)

(16)

 

(13,864

)

(21)

Restructuring expenses

 

(3,567

)

(4)

 

(5,930

)

(9)

 

(7,859

)

(13)

 

(30,101

)

(17)

 

(19,331

)

(22)

Integration expenses

 

(587

)

(5)

 

(333

)

(10)

 

(1,928

)

(14)

 

(1,930

)

(18)

 

(4,825

)

(23)

Deferred compensation adjustments(6)

 

451

 

 

 

(1,471

)

 

 

(1,324

)

 

 

(3,808

)

 

 

390

 

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

(292,583

)

(19)

 

(37,874

)

(24)

Non-GAAP Operating Expenses

$

94,017

 

 

$

93,321

 

 

$

97,638

 

 

$

383,286

 

 

$

461,164

 

 

(1) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. 

(2) Includes $4.3M of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $1.0 million of legal and advisory fees related to a potential strategic transaction which are included in selling, general and administrative expenses on the condensed consolidated statements of loss.

(3) $2.4 million is included in selling, general and administrative expenses and $1.0 million is included in research and development expenses on the condensed consolidated statements of loss.

(4) $1.2 million is included in selling, general and administrative expenses and $2.4 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(5) $0.6 million is included in selling, general and administrative expenses and less than $0.1 million is included in research and development expenses on the condensed consolidated statements of loss, and is primarily related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(6) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss.

(7) Includes $4.0M of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $0.6 million of legal and advisory fees related to a potential strategic transaction which are both included in selling, general and administrative expenses and $0.5 million is included in research and development expenses on the condensed consolidated statements of loss.

(8) $2.2 million is included in selling, general and administrative expenses and $0.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(9) $2.7 million is included in selling, general and administrative expenses and $3.2 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses of $3.2 million of wage related and other charges due to the Greifswald facility closure of which $0.8 million is included in selling, general and administrative and $2.4 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(10) $0.3 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss, and is primarily related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(11) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $3.7 million is included in selling, general and administrative expenses and $0.5 million is included in research and development expenses on the condensed consolidated statements of loss.

(12) $2.3 million is included in selling, general and administrative expenses and $0.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(13) $4.6 million is included in selling, general and administrative expenses and $3.2 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(14) $1.9 million is included in selling, general and administrative expenses and $0.02 million is included in research and development expenses on the condensed consolidated statements of loss. Includes legal and advisory fees totaling $1.2 million related to a contemplated capital raise transaction that are recorded in selling, general and administrative expenses. Includes expenses totaling $0.4 million related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE of which $0.4 million are included in selling, general and administrative expenses and $0.02 million are included in research and development expenses. The integration bonus expense of $0.4 million includes $0.2 million of stock compensation expense. Additionally, includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA.

(15) Includes $17.6M of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $4.9 million of legal and advisory fees related to a potential strategic transaction which are included in selling, general and administrative expenses on the condensed consolidated statements of loss.

(16) $9.4 million is included in selling, general and administrative expenses and $3.8 million is included in research and development expenses on the condensed consolidated statements of loss.

(17) $9.1 million is included in selling, general and administrative expenses and $21.0 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(18) $1.8 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss, and is primarily related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(19) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company’s market capitalization, cautious service provider spending due to economic uncertainty and continued elevated customer inventory adjustments.

(20) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $15.8 million is included in selling, general and administrative expenses and $1.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(21) $9.8 million is included in selling, general and administrative expenses and $4.0 million is included in research and development expenses on the condensed consolidated statements of loss.

(22) $11.6 million is included in selling, general and administrative expenses and $7.7 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(23) $4.8 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses related to the integration bonus program and fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA. Additionally, includes legal and advisory fees totaling $1.2 million related to a contemplated capital raise transaction that are recorded in selling, general and administrative expenses.

(24) Includes non-cash goodwill impairment charge related to our Services and Support reporting unit. The impairment primarily resulted from a decrease in projected revenue growth rates and EBITDA margins.

Supplemental Information

Reconciliation of Preliminary Operating Loss to Preliminary Non-GAAP Operating Income (Loss)

(Unaudited)

(In thousands)

 

 

Three Months Ended

 

Twelve Months Ended

 

 

December 31, 2024

 

September 30, 2024

 

December 31, 2023

 

December 31, 2024

 

December 31, 2023

 

Operating Loss

$

(15,132

)

 

$

(23,984

)

 

$

(37,615

)

 

$

(417,101

)

 

$

(221,271

)

 

Acquisition related expenses, amortizations and adjustments(1)

 

15,274

 

 

 

15,330

 

 

 

14,198

 

 

 

62,959

 

 

 

107,267

 

 

Stock-based compensation expense

 

3,668

 

 

 

3,396

 

 

 

3,621

 

 

 

14,387

 

 

 

15,158

 

 

Restructuring expenses(2)

 

4,105

 

 

 

5,936

 

 

 

13,376

 

 

 

44,681

 

 

 

46,554

 

 

Integration expenses(3)

 

464

 

 

 

367

 

 

 

1,890

 

 

 

1,911

 

 

 

4,941

 

 

Deferred compensation adjustments(4)

 

(451

)

 

 

1,471

 

 

 

1,324

 

 

 

3,808

 

 

 

(390

)

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

292,583

 

(5)

 

37,874

 

(6)

Non-GAAP Operating Income (Loss)

$

7,928

 

 

$

2,516

 

 

$

(3,206

)

 

$

3,228

 

 

$

(9,867

)

 

(1) Includes intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. 

(2) Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(3) Includes expenses related to the Company’s one-time integration bonus program in connection with synergy targets as a results of the business combination with Adtran Networks SE. Includes fees incurred for the expansion of internal controls at Adtran Networks SE and the implementation of the DPTLA.

(4) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss.

(5) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company’s market capitalization, cautious service provider spending due to economic uncertainty and continued elevated customer inventory adjustments.

(6) Non-cash goodwill impairment charge related to our Services and Support reporting unit. The impairment primarily resulted from a decrease in projected revenue growth rates and EBITDA margins.

Supplemental Information

Reconciliation of Preliminary Other Expense to Preliminary Non-GAAP Other Expense

(Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

December 31,

2024

 

September 30,

2024

 

December 31,

2023

 

 

December 31,

2024

 

December 31,

2023

Interest and dividend income

 

$

1,631

 

 

$

664

 

 

$

1,157

 

 

 

$

3,058

 

 

$

2,340

 

Interest expense

 

 

(4,870

)

 

 

(5,679

)

 

 

(4,441

)

 

 

 

(22,053

)

 

 

(16,299

)

Net investment (loss) gain

 

 

(920

)

 

 

1,382

 

 

 

1,683

 

 

 

 

3,587

 

 

 

2,754

 

Other income (expense), net

 

 

687

 

 

 

(850

)

 

 

(3,448

)

 

 

 

246

 

 

 

1,266

 

Total Other Expense

 

$

(3,472

)

 

$

(4,483

)

 

$

(5,049

)

 

 

$

(15,162

)

 

$

(9,939

)

Deferred compensation adjustments (1)

 

 

1,090

 

 

 

(1,294

)

 

 

(1,590

)

 

 

 

(3,539

)

 

 

(2,977

)

Pension expense (2)

 

 

7

 

 

 

7

 

 

 

6

 

 

 

 

28

 

 

 

26

 

Non-GAAP Other Expense

 

$

(2,375

)

 

$

(5,770

)

 

$

(6,633

)

 

 

$

(18,673

)

 

$

(12,890

)

(1) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees.

(2) Includes amortization of actuarial losses related to the Company’s pension plan for employees in certain foreign countries.

Supplemental Information

 

Reconciliation of Preliminary Net Loss inclusive of Non-Controlling Interest to

Preliminary Non-GAAP Net Income (Loss) inclusive of Non-Controlling Interest

(Unaudited)

and

Reconciliation of Preliminary Net Income attributable to Non-Controlling Interest to

Preliminary Non-GAAP Net Income attributable to Non-Controlling Interest

(Unaudited)

and

Reconciliation of Preliminary Net Loss attributable to ADTRAN Holdings, Inc. and

Preliminary Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to

Preliminary Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. and

Preliminary Non-GAAP Earnings (Loss) per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

December 31,

2024

 

September 30,

2024

 

December 31,

2023

 

 

December 31,

2024

 

December 31,

2023

 

Net Loss attributable to ADTRAN Holdings, Inc. common stockholders

 

$

(45,911

)

 

$

(28,263

)

 

$

(109,592

)

 

 

$

(447,886

)

 

$

(266,289

)

 

Effect of redemption of RNCI(1)

 

 

(5

)

 

 

(2,976

)

 

 

 

 

 

 

(2,986

)

 

 

 

 

Net Loss attributable to ADTRAN Holdings, Inc.

 

$

(45,916

)

 

$

(31,239

)

 

$

(109,592

)

 

 

$

(450,872

)

 

$

(266,289

)

 

Net Income attributable to non-controlling interest(2)

 

 

2,407

 

 

 

2,382

 

 

 

2,566

 

 

 

 

9,824

 

 

 

6,946

 

 

Net Loss inclusive of non-controlling interest

 

$

(43,509

)

 

$

(28,857

)

 

$

(107,026

)

 

 

$

(441,048

)

 

$

(259,343

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition related expenses, amortization and adjustments (3)

 

 

15,274

 

 

 

15,330

 

 

 

14,198

 

 

 

 

62,959

 

 

 

107,267

 

 

Stock-based compensation expense

 

 

3,668

 

 

 

3,396

 

 

 

3,621

 

 

 

 

14,387

 

 

 

15,158

 

 

Deferred compensation adjustments(4)

 

 

639

 

 

 

177

 

 

 

(267

)

 

 

 

269

 

 

 

(3,368

)

 

Pension adjustments(5)

 

 

7

 

 

 

7

 

 

 

6

 

 

 

 

28

 

 

 

26

 

 

Restructuring expenses(6)

 

 

4,105

 

 

 

5,936

 

 

 

13,376

 

 

 

 

44,681

 

 

 

46,554

 

 

Integration expenses(7)

 

 

464

 

 

 

367

 

 

 

1,890

 

 

 

 

1,911

 

 

 

4,941

 

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

 

292,583

 

 

 

37,874

 

 

Tax effect of adjustments to net loss(8)

 

 

21,804

 

 

 

(712

)

 

 

62,221

 

 

 

2,782

 

 

 

12,076

 

Non-GAAP Net Income (Loss) inclusive of non-controlling interest

 

$

2,451

 

 

$

(4,356

)

 

$

(11,981

)

 

 

$

(21,448

)

 

$

(38,815

)

 

Net Income attributable to non-controlling interest(2)

 

 

2,407

 

 

 

2,382

 

 

 

2,566

 

 

 

 

9,824

 

 

 

8,475

 

 

Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc.

 

$

45

 

 

$

(6,738

)

 

$

(14,547

)

 

 

$

(31,272

)

 

$

(47,290

)

 

Effect of redemption of RNCI (1)

 

 

5

 

 

 

2,976

 

 

 

 

 

 

 

2,986

 

 

 

 

 

Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. common stockholders

 

$

50

 

 

$

(3,762

)

 

$

(14,547

)

 

 

$

(28,286

)

 

$

(47,290

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net Income attributable to non-controlling interest (2)

 

$

2,407

 

 

$

2,382

 

 

$

2,566

 

 

 

$

9,824

 

 

$

6,946

 

 

Acquisition related expenses, amortizations and adjustments(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,457

 

 

Restructuring expenses(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29

 

 

Integration expenses(7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37

 

 

Pension adjustments(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Net Income attributable to non-controlling interest (2)

 

$

2,407

 

 

$

2,382

 

 

$

2,566

 

 

 

$

9,824

 

 

$

8,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic

 

 

79,091

 

 

 

78,952

 

 

 

78,530

 

 

 

 

78,928

 

 

 

78,416

 

 

Weighted average shares outstanding – diluted

 

 

79,091

 

 

 

78,952

 

 

 

78,530

 

 

 

 

78,928

 

 

 

78,416

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common share attributable to ADTRAN Holdings, Inc. – basic

 

$

(0.58

)

 

$

(0.36

)

 

$

(1.40

)

 

 

$

(5.67

)

 

$

(3.39

)

 

Loss per common share attributable to ADTRAN Holdings, Inc. – diluted

 

$

(0.58

)

 

$

(0.36

)

 

$

(1.40

)

 

 

$

(5.67

)

 

$

(3.39

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Earnings (Loss) per common share attributable to ADTRAN Holdings, Inc. – basic

 

$

0.00

 

 

$

(0.05

)

 

$

(0.19

)

 

 

$

(0.36

)

 

$

(0.60

)

 

Non-GAAP Earnings (Loss) per common share attributable to ADTRAN Holdings, Inc. – diluted

 

$

0.00

 

 

$

(0.05

)

 

$

(0.19

)

 

 

$

(0.36

)

 

$

(0.60

)

 

(1) Loss per common share attributable to ADTRAN Holdings, Inc. – basic and diluted – reflects a $5 thousand and $3.0 million effect of redemption for the three months ended December 31, 2024 and September 30, 2024 respectively and $3.0 million effect of redemption of RNCI for the year ended December 31, 2024.

(2) Represents the non-controlling interest portion of the Company’s ownership of Adtran Networks pre-DPLTA and the annual recurring compensation earned by redeemable non-controlling interests and accrued by the Company post-DPLTA.

(3) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. 

(4) Includes non-cash change in fair value of equity investments held in deferred compensation plans offered to certain employees.

(5) Includes amortization of actuarial losses related to the Company’s pension plan for employees in certain foreign countries.

(6) Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(7) Includes expenses related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(8) Represents the tax effect of non-GAAP adjustments. Beginning in the period ended September 30, 2024, the Company changed its method of calculating non-GAAP income taxes by applying blended statutory tax rates to non-GAAP losses before income taxes in order to include current and deferred income tax expenses that are commensurate with the non-GAAP measure of profitability. The blended statutory tax rate is calculated using 0%, resulting in no tax benefits net of impact of valuation allowance, for the loss jurisdiction’s non-GAAP losses before income taxes and 30% for all remaining jurisdictions’ non-GAAP income before income taxes. Prior periods have been adjusted to reflect the application of blended statutory tax rates, net of impact of valuation allowance, to non-GAAP losses before income taxes as opposed to the previous application of blended statutory and effective tax rates to separate non-GAAP adjustments. We previously reported the tax effect of the adjustment to non-GAAP net loss under the prior method of $8.7 million and $57.8 million for the three and twelve months ended December 31, 2023.

Supplemental Information

Reconciliation of Preliminary Net Cash Provided By (Used In) Operating Activities to Preliminary Free Cash Flow

(Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

December 31,

 

September 30,

 

December 31,

 

 

December 31,

 

December 31,

 

 

2024

 

2024

 

2023

 

 

2024

 

2023

Net Cash provided by (used in) operating activities

 

$

4,544

 

 

$

42,030

 

 

$

(16,290

)

 

 

$

103,070

 

 

$

(45,604

)

Purchases of property, plant and equipment and developed technologies(1)

 

 

(14,942

)

 

 

(18,814

)

 

 

(9,447

)

 

 

 

(63,125

)

 

 

(43,121

)

Free cash flow

 

$

(10,398

)

 

$

23,216

 

 

$

(25,737

)

 

 

$

39,945

 

 

$

(88,725

)

(1) Purchases related to capital expenditures and developed technologies.

For media

Gareth Spence

+44 1904 699 358

[email protected]

For investors

Peter Schuman, IRC

+1 256 963 6305

[email protected]

KEYWORDS: United States North America Alabama

INDUSTRY KEYWORDS: Networks Audio/Video VoIP Technology Telecommunications

MEDIA:

Logo
Logo

Douglas Emmett to Present at 2025 Citi Global Property CEO Conference

Douglas Emmett to Present at 2025 Citi Global Property CEO Conference

SANTA MONICA, Calif.–(BUSINESS WIRE)–
Douglas Emmett, Inc. (NYSE: DEI), a real estate investment trust (REIT), announced today that President and CEO Jordan L. Kaplan will be participating in a roundtable discussion at the 2025 Citi Global Property CEO Conference on Tuesday, March 4, 2025 at 2:10 pm Eastern Time. A live webcast of the discussion will be available at:

kvgo.com/citi/douglas-emmett-march-2025

A replay of the discussion will be available on the same URL starting twelve hours after the end of the live event and continuing for one year.

About Douglas Emmett, Inc.

Douglas Emmett, Inc. (DEI) is a fully integrated, self-administered and self-managed real estate investment trust (REIT), and one of the largest owners and operators of high-quality office and multifamily properties located in the premier coastal submarkets of Los Angeles and Honolulu. Douglas Emmett focuses on owning and acquiring a substantial share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities. Please visit our website at www.douglasemmett.com for more information about Douglas Emmett.

Safe Harbor Statement

Except for the historical facts, the statements in this press release regarding Douglas Emmett’s business activities are forward-looking statements based on the beliefs of, assumptions made by, and information currently available to us about known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends. For a discussion of some of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K for 2024, filed with the U.S. Securities and Exchange Commission.

Stuart McElhinney, Vice President – Investor Relations

310.255.7751 [email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Residential Building & Real Estate Commercial Building & Real Estate Construction & Property REIT

MEDIA:

KILL IonQ Announces At-the-Market Equity Offering Program for up to $500 Million

KILL IonQ Announces At-the-Market Equity Offering Program for up to $500 Million

–(BUSINESS WIRE)–
IonQ requests that their press release NewsItemId: 20250226882622 “IonQ Announces At-the-Market Equity Offering Program for up to $500 Million” be killed.

The release was issued prematurely by IonQ.

A replacement release will be issued at a later date.

IonQ Media contact:

[email protected]

IonQ Investor Contact:

[email protected]

KEYWORDS: United States North America Maryland

INDUSTRY KEYWORDS: Data Management Technology Other Technology Software Networks Artificial Intelligence Internet

MEDIA:

Rithm Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering

Rithm Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering

NEW YORK–(BUSINESS WIRE)–
Rithm Acquisition Corp. (the “Company”), a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses or entities, priced its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange and trade under the ticker symbol “RAC.U” with trading expected to begin on February 27, 2025. Each unit consists of one Class A ordinary share of the Company and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share of the Company at a price of $11.50 per share, subject to adjustment. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the New York Stock Exchange under the symbols “RAC” and “RAC.WS,” respectively.

The offering is expected to close on February 28, 2025, subject to customary closing conditions.

Citigroup Global Markets Inc., BTIG, LLC and UBS Investment Bank are serving as the joint book-running managers for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone: 800-831-9146; BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by email at [email protected] or UBS Investment Bank, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, by telephone: (888) 827-7275 or email: [email protected].

The registration statement relating to the securities sold in the initial public offering was declared effective on February 26, 2025 by the U.S. Securities and Exchange Commission (the “SEC”). This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Rithm Acquisition Corp.

Rithm Acquisition Corp. is a public acquisition vehicle sponsored by an affiliate of Rithm Capital Corp. (“Rithm Capital”). The Company intends to target companies in the financial services and real estate sectors where its management and Rithm Capital have extensive investment and operational experience. In addition, the Company expects to evaluate opportunities relating to digital infrastructure, including opportunities at the convergence of infrastructure and technology. The Company believes that its management team is positioned to drive ongoing value creation post-business combination, as the team has done with multiple prior investments in various sectors over time, and is well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns for its shareholders.

About Rithm Capital

Rithm Capital Corp. is a global asset manager focused on real estate, credit and financial services. Rithm Capital makes direct investments and operates several wholly-owned operating businesses. Rithm Capital’s businesses include Sculptor Capital Management, Inc., an alternative asset manager, as well as Newrez LLC and Genesis Capital LLC, leading mortgage origination and servicing platforms. Rithm Capital seeks to generate attractive risk-adjusted returns across market cycles and interest rate environments. Since inception in 2013, Rithm Capital has delivered approximately $5.8 billion in dividends to shareholders. Rithm Capital is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes and is headquartered in New York City.

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and preliminary prospectus for the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contact:

[email protected]

Media Contact:

Sarah Salky

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Professional Services Residential Building & Real Estate Commercial Building & Real Estate Finance Construction & Property Asset Management REIT

MEDIA:

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Luda Technology Group Limited Announces Pricing of $10 Million Initial Public Offering

Hong Kong, Feb. 26, 2025 (GLOBE NEWSWIRE) — Luda Technology Group Limited (“LUD” or the “Company”), a leading manufacturer and trader of stainless steel and carbon steel flanges and fittings products with an operation history of over 20 years, today announced the pricing of its firm commitment initial public offering of an aggregate 2,500,000 ordinary shares (the “Offering”). The Offering is priced at $4.00 per share (the “Offering Price”). All of the shares are being offered by the Company.

The shares are expected to begin trading on the NYSE American under the ticker symbol “LUD” on February 27, 2025. The Offering is expected to close on or about February 28, 2025, subject to the satisfaction of customary closing conditions.

The Company has granted the underwriter an option, exercisable for 45 days from the closing of this Offering to purchase up to an additional 375,000 ordinary shares at the Offering Price, representing 15% of the ordinary shares sold in the Offering (the “Over-allotment”).

Assuming that the Over-allotment is exercised, the Company is expected to receive gross proceeds amounting to $11.5 million, before deducting underwriting discounts and commissions and estimated offering expenses.

Revere Securities LLC (“Revere”), a full-service broker/dealer, acted as the primary underwriter for the Offering. Pacific Century Securities, LLC (“PCS”), a full-service broker/dealer, acted as the co-manager for the Offering. Loeb & Loeb LLP, CLKW Lawyers LLP in association with Michael Li & Co., China Commercial Law Firm and Conyers Dill & Pearman are acting as U.S., Hong Kong, PRC and Cayman Islands legal counsels to the Company, respectively. ZH CPA, LLC is acting as the reporting accountant of the Company. VCL Law LLP is acting as U.S. legal counsel to Revere and PCS for the Offering.

The Offering is being conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333-283680), as amended, previously filed with, and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2025. The Offering is being made only by means of a prospectus, forming part of the registration statement. Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. Copies of the final prospectus related to the Offering may be obtained, when available, from Revere Securities LLC, 560 Lexington Ave 16th floor, New York, NY, 10022, by phone at +1 212 688 2350 or by email at [email protected] or Pacific Century Securities, LLC, 60-20 Woodside Avenue Ste 211, Queens, NY 11377, by phone at +1 212 970 8868 or by email at [email protected] In addition, a copy of the final prospectus, when available, relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Luda Technology Group Limited


We are a manufacturer and trader of stainless steel and carbon steel flanges and fittings products. Our history began with Luda Development Limited, which was incorporated in Hong Kong in 2004 and is principally engaged in the trading of steel flanges and fittings. In 2005, the Company’s business expanded further upstream when Luda (Taian) Industrial Company Limited was set up to commence the manufacturing of flanges and fittings with self-owned factory in China. We have established an operation history of over 20 years. We are principally engaged in (i) the manufacture and sale of stainless steel and carbon steel flanges and fittings products, and (ii) trading of steel pipes, valves, and other steel tubing products. We are headquartered in Hong Kong with manufacturing base in Taian City, Shandong Province of the PRC. Our sales network comprises customers from China, South America, Australia, Europe, Asia (excluding China) and North America and our customers comprise manufacturers and traders from the chemical, petrochemical, maritime and manufacturing industries. For more information, please visit https://www.ludahk.com/en

FORWARD-LOOKING STATEMENTS


Certain statements contained in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and Luda Technology Group Limited specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

For more information, please contact:


Luda Technology Group Limited Investor Relations Contact:

Unit H, 13/F, Kaiser Estate Phase 2,
47-53 Man Yue Street, Hung Hom, Kowloon,
Hong Kong SAR, China
Phone: (+852) 2994 8774
Email: [email protected]
  
Underwriters Inquiries:
Revere Securities LLC
560 Lexington Ave 16th floor, New York, NY, 10022
Phone: +1 212 688 2350
Email: s[email protected]

Pacific Century Securities, LLC
Francis Ong, CEO – Investment Banking
60-20 Woodside Avenue Ste 211, Queens, NY 11377
Phone: +1 212 970 8868
Email: [email protected]