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HORMEL FOODS REPORTS FIRST QUARTER FISCAL 2025 RESULTS

PR Newswire

Strength of Value-Added Portfolio Results in Solid Top-Line Performance

Company Reaffirms Fiscal 2025 Net Sales and Adjusted Diluted Earnings Per Share Expectations


AUSTIN, Minn.
, Feb. 27, 2025 /PRNewswire/ — Hormel Foods Corporation (NYSE: HRL), a Fortune 500 global branded food company, today reported results for the first quarter of fiscal 2025, which ended January 26, 2025. All comparisons are to the comparable period of fiscal 2024, unless otherwise noted.


EXECUTIVE SUMMARY — FIRST QUARTER

  • Net sales of $2.99 billion; organic net sales1 up 1%
  • Operating income of $228 million; adjusted operating income1 of $254 million
  • Operating margin of 7.6%; adjusted operating margin1 of 8.5%
  • Earnings before income taxes of $218 million; adjusted earnings before income taxes1 of $244 million
  • Effective tax rate of 21.8%
  • Diluted earnings per share of $0.31; adjusted diluted earnings per share1 of $0.35
  • Cash flow from operations of $309 million


EXECUTIVE COMMENTARY

“We achieved solid top-line results and are on-track to deliver on our 2025 expectations,” said Jim Snee, president and chief executive officer. “We made great progress against our key priorities and are confident in our ability to drive long-term, sustainable earnings growth.”

“Our value-added portfolio is strong and performing well, evidenced by our solid top-line performance in the first quarter and our leadership positions in the marketplace,” said Snee. “In Retail, flagship and rising brands such as SPAM®, Applegate®,Hormel® Black Label®, and Jennie-O® grew volume while gaining share in their respective categories.2 In Foodservice, we achieved broad-based growth across numerous categories, most notably in our premium offerings. Finally, the International segment benefited from the growth of our global brands and innovative products in the China market.”

“We are pleased with the significant, sequential market recovery3 the Planters® business delivered in the first quarter and expect continued improvements from the brand. However, as anticipated, the first quarter was pressured as we continued to recover from the snack nuts supply disruption and lapped a full year of whole bird turkey market compression,” said Snee. “We remain on track to deliver our fiscal 2025 expectations, including the execution of our Transform and Modernize (T&M) initiative, as we continue to position our business for long-term success.”


FISCAL 2025 OUTLOOK

For fiscal year 2025, the Company is:

  • Reaffirming its organic net sales1 growth outlook of 1% to 3%
  • Updating its diluted earnings per share expectations to $1.49 to $1.63 (previously $1.51 to $1.65) solely to account for the $0.02 loss on the sale of a non-core sow operation in the first quarter
  • Reaffirming its adjusted diluted earnings per share1 expectations of $1.58 to $1.72
  • Expecting year over year benefits from the T&M initiative in the range of $100 million to $150 million


Fiscal 2025 Outlook

Net Sales

$11.9 – $12.2 billion

Diluted Earnings per Share

$1.49 – $1.63

Adj. Diluted Earnings per Share1

$1.58 – $1.72


PROGRESS EXECUTING STRATEGIC PRIORITIES – Q1 HIGHLIGHTS


Drive focus and growth in our Retail business

  • The SPAM® brand continued to attract new households and increase its relevance among younger consumers4 by opening new avenues of product usage. Key successes during the quarter included the brand’s SIZZLE campaign, on-trend flavors such as Korean BBQ and Gochujang, and strategic customer partnerships, including the rollout of SPAM® Norimaki in national retail chain sushi sections.
  • We experienced continued success in our breakfast sausage business,2 supported by the launch of two new Applegate® frozen convenient breakfast platforms: breakfast sandwiches and pancake & sausage sticks. Our innovative and consumer-focused approach has fueled a growth model for the Applegate® business, driving volume and dollar growth2 across categories.

  • Wholly®
     guacamole experienced another quarter of strong momentum with volume and dollar growth, bolstered by distribution gains.2


Expand leadership in Foodservice
 

  • Premium prepared proteins achieved a fifth consecutive quarter of double-digit net sales growth,5 as operators continued to crave innovative protein options.
  • We again delivered a strong quarter of organic volume1 and net sales growth,5 led by Jennie-O® turkey items, Hormel® Fire Braised™ meats, Café H® globally inspired proteins and Cure 81® ham.


Aggressively develop our global presence
 

  • In China, we are significantly expanding our geographical distribution5 and have enhanced our meat snacking portfolio with the introduction of pork bites, further solidifying our presence in the global meat snacking market.
  • We continued to leverage our relationship with Garudafood to drive our snacking efforts into new channels in Mexico and China and have plans for further expansion into new markets.


Execute our enterprise entertaining & snacking vision

  • The first quarter launch of our Here For The Snacks campaign for the Big Game marked a significant milestone for our entertaining and snacking vision, as it integrated multiple snacking brands into a multi-channel marketing initiative. The scale achieved from combining Planters®, Hormel® pepperoni, Hormel Gatherings®, Herdez®, Wholly®, and Hormel® chili into a single campaign allowed for impressive display support at key retailers and showcased the synergies among brands in our portfolio.
  • The Planters® brand embraced the holiday spirit with limited edition flavors: Butter Cinnamon Pecans, Brittle Nut Medley, Holiday Nut Crunch, Winter Spiced Mix and the all-new Toasted Marshmallow Hot Chocolate Cashews. These flavors brought a younger and highly incremental consumer to the snack nuts category.6


Continue to transform & modernize our Company

  • We made further progress across all pillars of our T&M initiative. Notably, in the Move pillar, preparations are under way for the opening of our new distribution center in the Memphis, Tennessee metro-area, which is designed to enhance inventory flow and increase distribution capacity.
  • We divested the Company’s last owned sow farm operation, demonstrating our commitment to reduce commodity exposure and simplify our portfolio.
  • We are proud to have again supported our communities through hunger relief initiatives. This holiday season, we donated over 30,000 turkeys,5 ensuring more families could share a meal and celebrate the season.


SEGMENT HIGHLIGHTS – FIRST QUARTER


Retail

  • Volume down 4%
  • Net sales down 1%
  • Segment profit down 20%

Collectively, flagship and rising brands delivered growth relative to last year, led by the SPAM® brand, Applegate® natural and organic meats, Hormel®Black Label® bacon, Jennie-O® ground turkey, Wholly® guacamole, and Hormel® pepperoni. As anticipated, lower sales of snack nuts due to impacts from the production disruption at the Suffolk facility was a primary driver of year-over-year net sales declines. Segment profit declined compared to last year, as benefits from the T&M initiative and margin growth from the Emerging Brands and Convenient Meals & Proteins verticals partially mitigated the impact from lower sales and higher raw material costs within the Snacking & Entertaining vertical, higher input costs, and unfavorable whole turkey dynamics.


Foodservice

  • Volume down 5%; organic volume1 up 2%
  • Net sales up 2%; organic net sales1 up 5%
  • Segment profit down 8%

The Foodservice segment continues to benefit from a large portfolio of solutions-based products, a direct-selling organization, and a diverse channel presence. Organic volume1 and net sales growth in the first quarter were primarily driven by strong performance across the premium prepared proteins, turkey, premium bacon, and breakfast sausage categories. Notable products such as branded Jennie-O® turkey items, Hormel® Fire Braised™ meats, Café H® globally inspired proteins, and Cure 81® ham delivered strong volume and net sales growth. Segment profit decreased for the first quarter of fiscal 2025 as higher sales were offset by margin pressures, primarily in non-core businesses.


International

  • Volume down 7%
  • Net sales down 2%
  • Segment profit up 4%

Strong volume and net sales growth in China and growth in exports such as SPAM® luncheon meat, Skippy® peanut butter, and fresh pork were more than offset by softness in Brazil and lower commodity turkey exports. The China business benefited from a continued focus on new customers and product offerings, which drove sales momentum within the foodservice channel. Within the China retail channel, the team deployed successful initiatives to gain new distribution, launch profitable innovation and increase promotional activity to offset consumer challenges. Strong shipments of the SPAM® family of products to the Philippines market was the largest contribution to export growth. Segment profit increased in the first quarter of fiscal 2025 as improved export margins and growth in China were partially offset by softness in Brazil and lower equity in earnings.


SELECTED FINANCIAL DETAILS – FIRST QUARTER FISCAL 2025

  • Advertising investments were $43 million, compared to $44 million last year. The increased investment for the Here For The Snacks campaign was offset by lower investment for the Planters® brand. The Company expects full-year advertising expense to increase compared to the prior year.
  • The effective tax rate was 21.8%, compared to 23.4% last year, primarily due to the purchase of federal transferable energy credits in the current year. The effective tax rate for fiscal 2025 is expected to be between 22.0% and 23.0%.
  • Capital expenditures were $72 million, compared to $47 million last year. The largest projects in the quarter were related to capacity expansions for Hormel®Fire Braised™ products and Applegate® products. The Company’s target for capital expenditures in fiscal 2025 is $275 million to $300 million.
  • Depreciation and amortization expense was $66 million, compared to $64 million last year. The full-year expense for fiscal 2025 is expected to be approximately $265 million.
  • The Company returned approximately $155 million to stockholders during the quarter through dividends.


PRESENTATION

A conference call will be webcast at 8:30 a.m. CT on Feb. 27, 2025. Access is available at www.hormelfoods.com by clicking on “Investors.” The call will also be available via telephone by dialing 800-549-8228 (toll-free) or 646-564-2877 (international) and providing the conference ID 00097. An audio replay is available at www.hormelfoods.com. The webcast replay will be available at noon CT, Feb. 27, 2025, and will remain on the website for one year.


ABOUT HORMEL FOODS – Inspired People. Inspired Food.™

Hormel Foods Corporation, based in Austin, Minnesota, is a global branded food company with approximately $12 billion in annual revenue across more than 80 countries worldwide. Its brands include Planters®, Skippy®, SPAM®, Hormel® Natural Choice®, Applegate®, Justin’s®, Wholly®, Hormel® Black Label®, Columbus®, Jennie-O® and more than 30 other beloved brands. The company is a member of the S&P 500 Index and the S&P 500 Dividend Aristocrats, was named one of the best companies to work for by U.S. News & World Report, one of America’s most responsible companies by Newsweek, recognized by TIME magazine as one of the World’s Best Companies and has received numerous other awards and accolades for its corporate responsibility and community service efforts. The company lives by its purpose statement — Inspired People. Inspired Food.™ — to bring some of the world’s most trusted and iconic brands to tables across the globe. For more information, visit hormelfoods.com.


FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking” information within the meaning of the federal securities laws. The “forward-looking” information may include statements concerning the Company’s outlook for the future as well as other statements of beliefs, future plans, strategies, or anticipated events and similar expressions concerning matters that are not historical facts. Words or phrases such as “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those anticipated or projected, which factors include, but are not limited to, risks related to the deterioration of economic conditions; risks associated with acquisitions, joint ventures, equity investments, and divestitures; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; the risk of disruption of operations, including at owned facilities, co-manufacturers, suppliers, logistics providers, customers, or other third-party service providers; the risk that the Company may fail to realize anticipated cost savings or operating profit improvements associated with strategic initiatives, including the Transform and Modernize initiative; risk of loss of a significant contract or unfavorable changes in the Company’s relationships with significant customers; risk of the Company’s inability to protect information technology (IT) systems against, or effectively respond to, cyber attacks, security breaches or other IT interruptions, against or involving the Company’s IT systems or those of others with whom it does business; risk of the Company’s failure to timely replace legacy technologies; deterioration of labor relations or labor availability or increases to labor costs; general risks of the food industry, including those related to food safety, such as costs resulting from food contamination, product recalls, the remediation of food safety events at its facilities, including the production disruption at the Suffolk, Virginia, facility, or outbreaks of disease among livestock and poultry flocks; fluctuations in commodity prices and availability of raw materials and other inputs; fluctuations in market demand for the Company’s products, including due to private label products and lower-priced alternatives; risks related to the Company’s ability to respond to changing consumer preferences, diets and eating patterns, and the success of innovation and marketing investments; damage to the Company’s reputation or brand image; risks associated with climate change, or legal, regulatory, or market measures to address climate change; risks of litigation; potential sanctions and compliance costs arising from government regulation; compliance with stringent environmental regulations and potential environmental litigation; and risks arising from the Company’s foreign operations, including geopolitical risk, exchange rate risk, legal, tax, and regulatory risk, and risks associated with tariffs. Please refer to the cautionary statements regarding “Risk Factors” and “Forward-Looking Statements” that appear in our most recent Annual Report on Form 10-K and Quarterly reports on Form 10-Q, which can be accessed at www.hormelfoods.com in the “Investors” section, for additional information. In making these statements, the Company is not undertaking, and specifically declines to undertake, any obligation to address or update each or any factor in future filings or communications regarding the Company’s business or results, and is not undertaking to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications. Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company wishes to caution investors and others that other factors may in the future prove to be important in affecting the Company’s business or results of operations. The Company cautions readers not to place undue reliance on forward-looking statements, which represent current views as of the date made.

Note: Due to rounding, numbers presented throughout this press release may not sum precisely to the totals provided, and percentages may not precisely reflect the absolute figures.


END NOTES

1

Non-GAAP measure. Organic volume and organic net sales exclude the impact of the sale of Hormel Health Labs, LLC in the Foodservice segment in the fourth quarter of fiscal 2024. Adjusted performance measures exclude non-recurring impacts of the Company’s Transform and Modernize initiative, loss on sale of business, and legal matters. See Appendix: Non-GAAP Measures to this press release for more information.

2

Circana Total US MULO+; 13 weeks ending 1/26/2025; Nielsen, TTL US xAOC; Latest 12 weeks ending 1/26/25

3

Circana Total US MULO+; Rolling 4 weeks ending 1/26/25

4

Circana, Receipt Panel, Total Omnichannel; 13 weeks ending 1/26/25

5

Internal data

6

Shopper Loyalty Card Data, Circana, Latest 26 weeks ending 12/29/24

 



HORMEL FOODS CORPORATION



CONSOLIDATED STATEMENTS OF OPERATIONS



In thousands, except per share amounts



Unaudited


Quarter Ended


January 26,
2025


January 28,
2024

Net Sales

$ 2,988,813

$ 2,996,911

Cost of Products Sold

2,513,581

2,488,178


Gross Profit


475,232


508,733

Selling, General, and Administrative

263,013

240,386

Equity in Earnings of Affiliates

16,111

16,091


Operating Income


228,330


284,438

Interest and Investment Income

9,204

19,434

Interest Expense

19,462

18,326


Earnings Before Income Taxes


218,073


285,547

Provision for Income Taxes

47,543

66,818


Effective Tax Rate


21.8 %


23.4 %


Net Earnings


170,530


218,729

Less: Net Earnings (Loss) Attributable to Noncontrolling Interest

(45)

(134)


Net Earnings Attributable to Hormel Foods Corporation


$    170,575


$    218,863


Net Earnings Per Share

Basic

$          0.31

$          0.40

Diluted

$          0.31

$          0.40


Weighted-average Shares Outstanding

Basic

549,460

547,020

Diluted

549,854

547,920

Dividends Declared Per Share

$      0.2900

$      0.2825

 



HORMEL FOODS CORPORATION



CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION



In thousands



Unaudited


January 26,
2025


October 27,
2024


Assets

Cash and Cash Equivalents

$           840,398

$           741,881

Short-term Marketable Securities

26,016

24,742

Accounts Receivable

767,804

817,908

Inventories

1,516,716

1,576,300

Taxes Receivable

50,747

50,380

Prepaid Expenses and Other Current Assets

64,386

35,265


Total Current Assets


3,266,068


3,246,476

Goodwill

4,916,874

4,923,487

Intangible Assets

1,727,655

1,732,705

Pension Assets

201,350

205,964

Investments in Affiliates

710,433

719,481

Other Assets

406,315

411,889

Net Property, Plant, and Equipment

2,174,789

2,194,728


Total Assets


$      13,403,483


$      13,434,729


Liabilities and Shareholders’ Investment

Accounts Payable & Accrued Expenses

$           773,024

$           801,984

Accrued Marketing Expenses

138,674

108,156

Employee-related Expenses

230,037

283,490

Interest and Dividends Payable

173,889

175,941

Taxes Payable

8,999

21,916

Current Maturities of Long-term Debt

7,187

7,813


Total Current Liabilities


1,331,810


1,399,299

Long-term Debt Less Current Maturities

2,850,206

2,850,944

Pension and Post-retirement Benefits

382,022

379,891

Deferred Income Taxes

594,788

589,366

Other Long-term Liabilities

206,216

211,219

Accumulated Other Comprehensive Loss

(271,263)

(263,331)

Other Shareholders’ Investment

8,309,705

8,267,342


Total Liabilities and Shareholders’ Investment


$      13,403,483


$      13,434,729

 



HORMEL FOODS CORPORATION



CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS



In thousands



Unaudited


Quarter Ended


January 26,
2025


January 28,
2024


Operating Activities

Net Earnings

$        170,530

$        218,729

Depreciation and Amortization

65,872

64,067

Decrease (Increase) in Working Capital

44,665

115,402

Other

28,139

5,783


Net Cash Provided by (Used in) Operating Activities


309,206


403,980


Investing Activities

Net Sale (Purchase) of Securities

(1,387)

(964)

Proceeds from Sale of Business

13,643

—

Purchases of Property, Plant, and Equipment

(72,167)

(47,210)

Proceeds from (Purchases of) Affiliates and Other Investments

(1,393)

—

Other

972

20


Net Cash Provided by (Used in) Investing Activities


(60,333)


(48,154)


Financing Activities

Repayments of Long-term Debt and Finance Leases

(2,202)

(2,249)

Dividends Paid on Common Stock

(154,980)

(150,294)

Other

14,120

19,178


Net Cash Provided by (Used in) Financing Activities


(143,063)


(133,365)

Effect of Exchange Rate Changes on Cash

(7,294)

4,218


Increase (Decrease) in Cash and Cash Equivalents


98,516


226,680

Cash and Cash Equivalents at Beginning of Year

741,881

736,532


Cash and Cash Equivalents at End of Period


$        840,398


$        963,212

 



HORMEL FOODS CORPORATION



SEGMENT DATA



In thousands



Unaudited


Quarter Ended


January 26,
2025


January 28,
2024


% Change


Volume (lbs.)

Retail

736,886

765,412

(3.7)

Foodservice

243,853

256,007

(4.7)

International

74,569

80,135

(6.9)


Total Volume (lbs.)


1,055,308


1,101,554


(4.2)


Net Sales

Retail

$     1,890,133

$     1,911,272

(1.1)

Foodservice

930,185

913,087

1.9

International

168,495

172,552

(2.4)


Total Net Sales


$     2,988,813


$     2,996,911


(0.3)


Segment Profit

Retail

$        119,147

$        149,505

(20.3)

Foodservice

138,826

150,164

(7.6)

International

20,845

20,031

4.1


Total Segment Profit


278,818


319,700


(12.8)

Net Unallocated Expense

60,700

34,020

78.4

Noncontrolling Interest

(45)

(134)

66.3


Earnings Before Income Taxes


$        218,073


$        285,547


(23.6)


APPENDIX: NON-GAAP MEASURES

This press release includes measures of financial performance that are not defined by U.S. generally accepted accounting principles (GAAP). The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis. These measures may also be used when making decisions regarding resource allocation and in determining incentive compensation. The Company believes these non-GAAP measures provide useful information to investors because they aid analysis and understanding of the Company’s results and business trends relative to past performance and the Company’s competitors. Non-GAAP measures are not intended to be a substitute for GAAP measures in analyzing financial performance. These non-GAAP measures are not calculated in accordance with GAAP and may be different from non-GAAP measures used by other companies.

Transform and Modernize (T&M) Initiative
In the fourth quarter of fiscal 2023, the Company announced a multi-year T&M initiative. In presenting non-GAAP measures, the Company adjusts for (i.e., excludes) expenses for this initiative that are non-recurring, comprised primarily of project-based external consulting fees and expenses related to supply chain and portfolio optimization (e.g., asset write-offs, severance, or relocation-related costs). The Company believes that non-recurring costs associated with the T&M initiative are not reflective of the Company’s ongoing operating cost structure; therefore, the Company is excluding these discrete costs. The Company does not adjust for (i.e., does not exclude) certain costs related to the T&M initiative that are expected to continue after the project ends, such as software license fees and internal employee expenses, because those costs are considered ongoing in nature as a component of normal operating costs. The Company also does not adjust for savings realized through the T&M initiative as these are considered ongoing in nature and reflective of expected ongoing operating performance.

Loss on Sale of Business
In the first quarter of fiscal 2025, the Company sold Mountain Prairie, LLC, a non-core sow operation, resulting in a loss on the sale. The Company believes the one-time detriment from the sale, including transaction costs, is not reflective of the Company’s ongoing operating cost structure, is not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods. Thus, the Company adjusted for (i.e. excluded) the loss.

Legal Matters
From time to time, the Company incurs expenses related to discrete legal matters that the Company believes are not indicative of the Company’s core operating performance, do not reflect expected future operating costs, and may not be meaningful when comparing the Company’s operating performance against that of prior periods. The Company adjusts for (i.e., excludes) these expenses.

Litigation Settlements
In the first quarter of fiscal 2025, the Company entered into a settlement agreement with a plaintiff in a pending antitrust litigation.

Organic Volume and Organic Net Sales
The non-GAAP measures of organic volume and organic net sales are presented to provide investors with additional information to facilitate the comparison of past and present operations. Organic volume and organic net sales exclude the impact of the sale of Hormel Health Labs, LLC in the Foodservice segment in the fourth quarter of fiscal 2024.

The tables below show the calculations to reconcile from the GAAP measures to the non-GAAP measures presented in this press release. The tax impacts were calculated using the effective tax rate for the quarter in which the transactions occurred.


HORMEL FOODS CORPORATION


RECONCILIATION OF NON-GAAP MEASURES


Unaudited


Quarter Ended


In thousands, except per share amounts


January 26,
2025


January 28,
2024

Cost of Products Sold (GAAP)

$  2,513,581

$  2,488,178

Transform and Modernize Initiative(1)

(186)

(1,598)

Adjusted Cost of Products Sold (Non-GAAP)

$  2,513,395

$  2,486,580

SG&A (GAAP)

$     263,013

$     240,386

Transform and Modernize Initiative(2)

(13,968)

(8,715)

Loss on Sale of Business

(11,324)

—

Litigation Settlements

(240)

—

Adjusted SG&A (Non-GAAP)

$     237,481

$     231,671

Operating Income (GAAP)

$     228,330

$     284,438

Transform and Modernize Initiative(1)(2)

14,155

10,313

Loss on Sale of Business

11,324

—

Litigation Settlements

240

—

Adjusted Operating Income (Non-GAAP)

$     254,049

$     294,751

Earnings Before Income Taxes (GAAP)

$     218,073

$     285,547

Transform and Modernize Initiative(1)(2)

14,155

10,313

Loss on Sale of Business

11,324

—

Litigation Settlements

240

—

Adjusted Earnings Before Income Taxes (Non-GAAP)

$     243,791

295,859

Provision for Income Taxes (GAAP)

$       47,543

$       66,818

Transform and Modernize Initiative(1)(2)

3,086

2,413

Loss on Sale of Business

2,469

—

Litigation Settlements

52

—

Adjusted Provision for Income Taxes (Non-GAAP)

$       53,149

$       69,231

Net Earnings Attributable to Hormel Foods Corporation (GAAP)

$     170,575

$     218,863

Transform and Modernize Initiative(1)(2)

11,069

7,900

Loss on Sale of Business

8,855

—

Litigation Settlements

188

—

Adjusted Net Earnings Attributable to Hormel Foods Corporation (Non-GAAP)

$     190,687

$     226,763

Diluted Earnings Per Share (GAAP)

$           0.31

$           0.40

Transform and Modernize Initiative(1)(2)

0.02

0.01

Loss on Sale of Business

0.02

—

Litigation Settlements

—

—

Adjusted Diluted Earnings Per Share (Non-GAAP)

$           0.35

$           0.41

SG&A as a Percent of Net Sales (GAAP)

8.8 %

8.0 %

Transform and Modernize Initiative(2)

(0.5)

(0.3)

Loss on Sale of Business

(0.4)

—

Litigation Settlements

—

—

Adjusted SG&A as a Percent of Net Sales (Non-GAAP)

7.9 %

7.7 %

Operating Margin (GAAP)

7.6 %

9.5 %

Transform and Modernize Initiative(1)(2)

0.5

0.3

Loss on Sale of Business

0.4

—

Litigation Settlements

—

—

Adjusted Operating Margin (Non-GAAP)

8.5 %

9.8 %

(1)

Comprised primarily of asset write-offs and severance expenses related to supply chain and portfolio optimization.

(2)

Comprised primarily of project-based external consulting fees.


ORGANIC VOLUME AND ORGANIC NET SALES (NON-GAAP)


Quarter Ended


January 26, 2025


January 28, 2024


In thousands


GAAP


GAAP


Divestiture


Non-GAAP


Organic


Non-GAAP


% Change

Volume (lbs.)

Retail

736,886

765,412

—

765,412

(3.7)

Foodservice

243,853

256,007

(15,930)

240,077

1.6

International

74,569

80,135

—

80,135

(6.9)

Total Volume (lbs.)

1,055,308

1,101,554

(15,930)

1,085,624

(2.8)

Net Sales

Retail

$           1,890,133

$  1,911,272

$              —

$  1,911,272

(1.1)

Foodservice

930,185

913,087

(26,898)

886,189

5.0

International

168,495

172,552

—

172,552

(2.4)

Total Net Sales

$           2,988,813

$  2,996,911

$     (26,898)

$  2,970,013

0.6


Forward-looking GAAP to Non-GAAP Measures

Our fiscal 2025 outlook for adjusted operating income and diluted earnings per share are non-GAAP measures that exclude, or have otherwise been adjusted for, items impacting comparability, including estimated charges associated with the T&M initiative and the loss on sale of business. The Company’s strategic investments in the T&M initiative are expected to cease at the end of the investment period. The Company believes the one-time detriment from the sale, including transaction costs, is not reflective of the Company’s ongoing operating cost structure. These items are not expected to recur in the foreseeable future and are not considered representative of the Company’s underlying operating performance.

The tables below show the calculation to reconcile from the estimated fiscal 2025 GAAP measure to the estimated non-GAAP adjusted measure.


Fiscal 2025 Outlook


In millions


Revised


Initial

Operating Income (GAAP)

$           1,118

–

$           1,212

$           1,129

–

$           1,223

Transform and Modernize Initiative

46

–

52

46

–

52

Loss on Sale of Business

11

–

11

—

–

—

Adjusted Operating Income (Non-GAAP)

$           1,175

–

$           1,275

$           1,175

–

$           1,275

 


Fiscal 2025 Outlook


Revised


Initial

Diluted Earnings per Share (GAAP)

$1.49 – $1.63

$1.51 – $1.65

Transform and Modernize Initiative

$0.07

$0.07

Loss on Sale of Business

$0.02

$0.00

Adjusted Diluted Earnings per Share (Non-GAAP)

$1.58 – $1.72

$1.58 – $1.72

 

INVESTOR CONTACT:

Jess Blomberg

[email protected]

MEDIA CONTACT:

Media Relations

[email protected]

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SOURCE Hormel Foods Corporation

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MATT ADAMS ELEVATED TO GLOBAL CHIEF OPERATING OFFICER; CLARE CHAPMAN APPOINTED ASSEMBLY EUROPE CEO

PR Newswire


LONDON
, Feb. 27, 2025 /PRNewswire/ — Assembly, the global media agency within the Stagwell (NASDAQ: STGW) network, announced today that industry trailblazer and Europe CEO Matt Adams has been elevated to Global Chief Operating Officer. Media veteran and Europe Chief of Staff Clare Chapman has been promoted to Europe CEO. Adams and Chapman report to Global CEO Rick Acampora and their appointments are effective immediately.

Adams Steps into Global Leadership
Adams brings a wealth of experience to his new position, having served as CEO of Assembly Europe since 2023. Under his leadership, the agency has experienced remarkable growth across key markets, cementing its reputation as a leader in delivering integrated, high-impact solutions tailored to the complexities of regional and global audiences. As Assembly Europe CEO, Adams expanded media operations into Poland, integrating Brand New Galaxy under the Assembly umbrella as Assembly Digital Commerce, and secured marquee clients such as Estée Lauder Companies and Pipedrive. Additionally, Adams played a key role in attaining B Corp certification in Europe, reinforcing Assembly’s commitment to social and environmental responsibility.

With a career spanning more than two decades, Adams is regarded for combining operational rigor with a deep understanding of client needs and market dynamics. Beyond operations, Adams’ remit as Global COO includes commercial leadership, building a global community focused on changing the assumed industry narratives and bringing agency remuneration much closer to client business growth. He will also oversee Assembly’s global media partnerships, fostering relationships that support regional client innovation and leadership across core offerings such as cloud, brand and performance media and data, ensuring the agency remains at the forefront of media excellence. Further, Adams will continue to oversee Assembly’s Global Delivery offering, which includes more than 1,000 experts across India, Egypt, and the Philippines.

“Matt has been a driving force behind Assembly’s European success, and his leadership is pivotal to our global growth trajectory,” said Rick Acampora, Global CEO of Assembly. “His promotion to Global COO is a testament to his ability to inspire teams, lead with vision, and deliver results. We are excited to see the global impact of his leadership.”

Adams added, “I’m honoured to step into the Global COO role at such an exciting time for Assembly. Our teams around the world are doing extraordinary work, and I’m eager to help elevate our operational excellence and create even greater opportunities for innovation, collaboration, and growth.”

Chapman Takes the Helm in Europe
Based in London, Chapman steps into her role with a clear focus: accelerating growth, deepening client partnerships, and driving meaningful impact across Europe and the UK. She takes on responsibility for Assembly Europe’s product, client services, new business, marketing, activation, people, and consultancy teams—bringing these functions together to create seamless, strategic solutions for brands. With all of Adams’ direct reports under her leadership, she is dedicated to continuing to scale Assembly’s presence in the region and making it an indispensable partner in an evolving media landscape.

A two-time agency CEO with more than 25 years in media, Chapman has a proven track record of securing major business wins and leading integrated teams to deliver real results. She’s held leadership roles at Maxus, Essence, and Carat, where she helped brands navigate complexity and unlock growth. Known for her direct, decisive, and empathetic leadership style, she is committed to fostering a culture where teams thrive, innovation flourishes, and clients gain a competitive edge.

“I’m incredibly excited to join Assembly at such a pivotal time,” said Chapman. “The agency’s momentum in Europe is undeniable, and I look forward to working with our talented teams to build on this success, drive innovation, and create real impact for our clients.”

Acampora adds, “Clare is a phenomenal leader with the experience, vision, and energy to propel Assembly Europe forward. I have no doubt that she will take the agency to even greater heights, and I look forward to seeing her impact in this next chapter.”

For more information, please contact:

Jess Santini

[email protected]

ABOUT ASSEMBLY
Assembly is a leading global omnichannel media agency that merges data, talent, and technology to catalyze growth for the world’s most esteemed brands. Our holistic approach weaves together compelling brand narratives with a comprehensive suite of global media capabilities, driving performance and fostering significant business expansion. Our initiatives are powered by STAGE, our proprietary operating system, and executed by a dedicated global team of over 2,300 professionals across 35 offices worldwide. Committed to purposeful action, Assembly leads the way in social and environmental impact within the agency realm. As a proud member of Stagwell, the challenger network designed to revolutionize marketing, Assembly continues to set new standards of excellence. For more information, please visit assemblyglobal.com.

 

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SOURCE Assembly

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GFL Environmental Inc. Hosts 2025 Investor Day

PR Newswire


VAUGHAN, ON
, Feb. 27, 2025 /PRNewswire/ – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”), a leading North American diversified environmental services company, is hosting an Investor Day today in New York City. The event is scheduled to begin at 9:00 am Eastern Time and will showcase members of senior management who will discuss the Company’s growth strategies, capital allocation plan, sustainability initiatives and financial objectives, followed by a question and answer session.

At today’s meeting, GFL will present its 2028 financial framework which includes:

  • Annual organic revenue growth of approximately 5.0% to 6.0%; 40 basis points of annual organic Adjusted EBITDA margin(1) expansion
  • Revenue contribution of $285 million to $440 million from EPR, RNG and self-help levers for the 2026 to 2028 period
  • Adjusted EBITDA(1) contribution of $270 million to $380 million from EPR, RNG and self-help levers for the 2026 to 2028 period
  • Adjusted EBITDA margins(1) of low-to-mid 30s
  • Adjusted Free Cash Flow(1) conversion of mid 40s
  • Deployment of ~$700 million to $900 million annually on acquisitions, financed from Adjusted Free Cash Flow(1) and available liquidity
  • Committed to maintaining Net Leverage(1) in the ~low 3s

Based on the above framework, GFL expects 2028 revenue could be between $9,240 million and $9,490 million and 2028 Adjusted EBITDA(1) could be between $3,045 million and $3,120 million.

______________________
(1) Information contained herein includes Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Free Cash Flow and Net Leverage which are non-IFRS measures or supplemental measures. Due to the uncertainty of the likelihood, amount and timing of effects of events or circumstances to be excluded from these measures, GFL does not have information available to provide a quantitative reconciliation of such projections to comparable IFRS measures. See “Non-IFRS Measures” below.

Implicit in forward-looking information in respect of the above framework are certain current assumptions, including, among others, that the Company will continue to execute on its strategy of organically growing its business, leveraging its scalable network to attract and retain customers, realize operational efficiencies, and extract procurement and cost synergies. Additional assumptions include no changes to the current economic environment, no material changes in interest rates and foreign exchange rates, continued margin expansion and sufficient free cash flow to fund acquisitions. The M&A assumptions are based on the fragmented nature of the industry, historical experience with acquisitions and the current robust pipeline. The renewable energy assumptions are based on the expectation that construction of the required facilities will proceed as scheduled, and expectations regarding markets for renewable energy credits and access to end markets. See “Forward-Looking Information“.


About GFL

GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of solid waste management, liquid waste management and soil remediation services through its platform of facilities throughout Canada and in more than half of the U.S. states. Across its organization, GFL has a workforce of approximately 20,000 employees.


Forward-Looking Information

This release includes certain “forward-looking statements” and “forward-looking information” (collectively, “forward-looking information”) within the meaning of applicable U.S. and Canadian securities laws, respectively. Forward-looking information includes all statements that do not relate solely to historical or current facts and may relate to our future outlook, financial guidance and anticipated events or results and may include statements regarding our financial performance, financial condition or results, business strategy, growth strategies, budgets, operations and services. Particularly, statements regarding our expectations of future results, performance, achievements, prospects or opportunities, the markets in which we operate, potential asset sales, potential deleveraging transactions, potential share repurchases or potential strategic transactions are forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or “potential” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”, although not all forward-looking information includes those words or phrases. In addition, any statements that refer to expectations, intentions, projections, guidance, potential or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor assurances of future performance but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on our opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such information is stated, is subject to known and unknown risks, uncertainties, assumptions and other important factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to certain assumptions set out herein; our ability to obtain and maintain existing financing on acceptable terms; our ability to source and execute on acquisitions on terms acceptable to us; our ability to complete the sale of the Environmental Services business on existing terms; our ability to use the proceeds of any such sale for deleveraging or potential share repurchases; currency exchange and interest rates; commodity price fluctuations; our ability to implement price increases and surcharges; changes in waste volumes; labour, supply chain and transportation constraints; inflationary cost pressures; fuel supply and fuel price fluctuations; our ability to maintain a favourable working capital position; the impact of competition; the changes and trends in our industry or the global economy; and changes in laws, rules, regulations, and global standards. Other important factors that could materially affect our forward-looking information can be found in the “Risk Factors” section of GFL’s annual information form for the year ended December 31, 2024 and GFL’s other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Shareholders, potential investors and other readers are urged to consider these risks carefully in evaluating our forward-looking information and are cautioned not to place undue reliance on such information. There can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The forward-looking information contained in this release represents our expectations as of the date of this release (or as the date it is otherwise stated to be made), and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable U.S. or Canadian securities laws. The purpose of disclosing our financial outlook set out in this release is to provide investors with more information concerning the financial impact of our business initiatives and growth strategies.


Non-IFRS Measures

This release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. Rather, these non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

EBITDA represents, for the applicable period, net income (loss) plus (a) interest and other finance costs, plus (b) depreciation and amortization of property and equipment, landfill assets and intangible assets, plus (less) (c) the provision (recovery) for income taxes, in each case to the extent deducted or added to/from net income (loss). We present EBITDA to assist readers in understanding the mathematical development of Adjusted EBITDA. Management does not use EBITDA as a financial performance metric.

Adjusted EBITDA is a supplemental measure used by management and other users of our financial statements including, our lenders and investors, to assess the financial performance of our business without regard to financing methods or capital structure. Adjusted EBITDA is also a key metric that management uses prior to execution of any strategic investing or financing opportunity. For example, management uses Adjusted EBITDA as a measure in determining the value of acquisitions, expansion opportunities, and dispositions. In addition, Adjusted EBITDA is utilized by financial institutions to measure borrowing capacity. Adjusted EBITDA is calculated by adding and deducting, as applicable from EBITDA, certain expenses, costs, charges or benefits incurred in such period which in management’s view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) (gain) loss on foreign exchange, (b) (gain) loss on sale of property and equipment, (c) mark-to-market (gain) loss on Purchase Contracts, (d) share of net (income) loss of investments accounted for using the equity method for associates, (e) share-based payments, (f) (gain) loss on divestiture, (g) transaction costs, (h) acquisition, rebranding and other integration costs (included in cost of sales related to acquisition activity), (i) Founder/CEO remuneration and (j) other. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis reflecting factors and trends affecting our business. As we continue to grow our business, we may be faced with new events or circumstances that are not indicative of our underlying business performance or that impact the ability to assess our operating performance.

Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue. Management and other users of our financial statements including our lenders and investors use Adjusted EBITDA margin to facilitate a comparison of the operating performance of each of our operating segments on a consistent basis reflecting factors and trends affecting our business.

Acquisition EBITDA represents, for the applicable period, management’s estimates of the annual Adjusted EBITDA of an acquired business, based on its most recently available historical financial information at the time of acquisition, as adjusted to give effect to (a) the elimination of expenses related to the prior owners and certain other costs and expenses that are not indicative of the underlying business performance, if any, as if such business had been acquired on the first day of such period and (b) contract and acquisition annualization for contracts entered into and acquisitions completed by such acquired business prior to our acquisition (collectively, “Acquisition EBITDA Adjustments”). Further adjustments are made to such annual Adjusted EBITDA to reflect estimated operating cost savings and synergies, if any, anticipated to be realized upon acquisition and integration of the business into our operations. Acquisition EBITDA is calculated net of divestitures. We use Acquisition EBITDA for the acquired businesses to adjust our Adjusted EBITDA to include a proportional amount of the Acquisition EBITDA of the acquired businesses based upon the respective number of months of operation for such period prior to the date of our acquisition of each such business.

Adjusted Cash Flows from Operating Activities represents cash flows from operating activities adjusted for (a) transaction costs, (b) acquisition, rebranding and other integration costs, (c) Founder/CEO remuneration, (d) cash interest paid on TEUs, (e) cash taxes related to divestitures and (f) distribution received from joint ventures. Adjusted Cash Flows from Operating Activities is a supplemental measure used by investors as a valuation and liquidity measure in our industry and is used by management to evaluate and monitor liquidity and the ongoing financial performance of GFL.

Adjusted Free Cash Flow represents Adjusted Cash Flows from Operating Activities adjusted for (a) proceeds on disposal of assets and other, (b) purchase of property and equipment and (c) incremental growth investments. Adjusted Free Cash Flow is a supplemental measure used by investors as a valuation and liquidity measure in our industry. Adjusted Free Cash Flow is a supplemental measure used by management to evaluate and monitor liquidity and the ongoing financial performance of GFL.

Net Leverage is a supplemental measure used by management to evaluate borrowing capacity and capital allocation strategies. Net Leverage is equal to our total long-term debt, as adjusted for fair value, deferred financings and other adjustments and reduced by our cash, divided by Run-Rate EBITDA.

Run-Rate EBITDA represents Adjusted EBITDA for the applicable period as adjusted to give effect to management’s estimates of (a) Acquisition EBITDA Adjustments (as defined above) and (b) the impact of annualization of certain new municipal and disposal contracts and cost savings initiatives, entered into, commenced or implemented, as applicable, in such period, as if such contracts or costs savings initiatives had been entered into, commenced or implemented, as applicable, on the first day of such period ((a) and (b), collectively, “Run-Rate EBITDA Adjustments”). Run-Rate EBITDA has not been adjusted to take into account the impact of the cancellation of contracts and cost increases associated with these contracts. These adjustments reflect monthly allocations of Acquisition EBITDA for the acquired businesses based on straight line proration. As a result, these estimates do not take into account the seasonality of a particular acquired business. While we do not believe the seasonality of any one acquired business is material when aggregated with other acquired businesses, the estimates may result in a higher or lower adjustment to our Run-Rate EBITDA than would have resulted had we adjusted for the actual results of each of the acquired businesses for the period prior to our acquisition. We primarily use Run-Rate EBITDA to show how GFL would have performed if each of the acquired businesses had been consummated at the start of the period as well as to show the impact of the annualization of certain new municipal and disposal contracts and cost savings initiatives. We also believe that Run-Rate EBITDA is useful to investors and creditors to monitor and evaluate our borrowing capacity and compliance with certain of our debt covenants. Run-Rate EBITDA as presented herein is calculated in accordance with the terms of our revolving credit agreement.

All references to “$” in this press release are to Canadian dollars, unless otherwise noted.

For more information:
Patrick Dovigi
+1 905-326-0101
[email protected]

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SOURCE GFL Environmental Inc.

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Veren Announces Q4 & Full Year 2024 Results

PR Newswire


CALGARY, AB
, Feb. 27, 2025 /PRNewswire/ – Veren Inc. (“Veren” or the “Company”) (TSX: VRN) (NYSE: VRN) is pleased to announce its operating and financial results for the fourth quarter and full year ended December 31, 2024. 

KEY HIGHLIGHTS

  • Generated significant excess cash flow of $642 million in 2024, through focused development of a high-quality asset base.
  • Returned $386 million, or 60 percent of excess cash flow, to shareholders through dividends and share repurchases.
  • Reduced net debt by 35 percent through a combination of excess cash flow generation and proceeds from dispositions.
  • Replaced 173 percent of 2024 production on a 2P reserves basis, primarily driven by additions in the Alberta Montney.
  • Expect to generate excess cash flow of $625 million to $825 million in 2025 based on US$70/bbl to US$75/bbl WTI.

“Last year marked a continued advancement in the execution of our long-term strategy as we significantly strengthened our balance sheet, consistently returned meaningful capital to our shareholders and achieved strong reserve additions,” said Craig Bryksa, President and CEO of Veren. “We are off to a great start in 2025 and remain focused on maximizing the long-term potential of our assets, supporting our commitment to shareholder returns and maintaining a strong financial position.”

FINANCIAL HIGHLIGHTS

Fourth Quarter 2024

  • Adjusted funds flow totaled $619.6 million, or $1.01 per share diluted, driven by a strong operating netback of $36.56 per boe.
  • Development capital expenditures, which included drilling and development, facilities and seismic costs, totaled $363.0 million. This included capital spending on facilities projects and improvements to further optimize the Company’s completions design in the Alberta Montney.
  • The Company generated excess cash flow of $203.8 million, or $0.33 per share diluted.
  • Veren closed its previously announced strategic sale of certain infrastructure assets in the Alberta Montney and directed net cash proceeds of $400 million to further strengthen the balance sheet. As at December 31, 2024, Veren’s net debt was $2.48 billion, or 1.0 times annualized adjusted funds flow, reflecting a reduction of $481.5 million in the quarter.
  • The Company reported adjusted net earnings from operations of $247.0 million, or $0.40 per share diluted.

Full Year 2024

  • Adjusted funds flow totaled $2.35 billion, or $3.79 per share diluted, driven by a strong operating netback of $36.83 per boe.
  • Development capital expenditures, which included drilling and development, facilities and seismic costs, totaled $1.51 billion, in-line with the Company’s annual guidance range.
  • The Company generated excess cash flow of $641.6 million, or $1.04 per share diluted.
  • Veren reduced its net debt by $1.26 billion, or approximately 35 percent in 2024, through a combination of excess cash flow and proceeds received from the strategic disposition of non-core assets.
  • The Company reported adjusted net earnings from operations of $848.8 million, or $1.37 per share diluted.

RETURN OF CAPITAL HIGHLIGHTS

Fourth Quarter 2024

  • Veren returned $105.7 million to shareholders during the quarter. The Company paid a base dividend of $0.115 per share, or $70.7 million, and repurchased 4.6 million shares for $35.0 million through its normal course issuer bid during the quarter.
  • Subsequent to the quarter, Veren’s Board of Directors declared a quarterly cash base dividend of $0.115 per share payable on April 1, 2025, to shareholders of record on March 15, 2025.

Adjusted funds flow, adjusted funds flow per share – diluted, excess cash flow, excess cash flow per share – diluted, operating netback, development capital expenditures, total return of capital, net debt, net debt to adjusted funds flow, net debt to annualized adjusted funds flow, net earnings from operations, adjusted net earnings from operations per share – diluted, base dividends, and base dividends per share – diluted are specified financial measures – refer to the Specified Financial Measures section in this press release for further information. All financial figures are approximate and in Canadian dollars unless otherwise noted. This press release contains forward-looking information and references to specified financial measures. Significant related assumptions and risk factors, and reconciliations are described under the Specified Financial Measures, Forward-Looking Statements and Reserves and Drilling Data sections of this press release, respectively. Further information breaking down the production information contained in this press release by product type can be found in the “Product Type Production Information” section of this press release.

Full Year 2024

  • Veren returned $385.7 million to shareholders, or 60 percent of excess cash flow, in 2024. This included the Company repurchasing a total of 10.4 million shares for $101.1 million during the year.
  • Veren remains committed to returning 60 percent of its annual excess cash flow to shareholders through a combination of dividends and share repurchases.

OPERATIONAL HIGHLIGHTS

Fourth Quarter 2024

  • Veren achieved fourth quarter average production of 188,721 boe/d, comprised of 64 percent oil and liquids, including strong December production of 190,296 boe/d. The Company’s Alberta Montney and Kaybob Duvernay assets contributed 77 percent of total production in the fourth quarter, with production from these key assets growing by 10 percent as compared to the first quarter of 2024.
  • Veren brought two multi-well pads on stream in late fourth quarter in the Karr South area of its Alberta Montney asset which were completed using the single-point entry (“SPE”) design. These pads generated an average 30-day initial production (“IP30”) rate which exceeded the average type wells in the area by 30 percent, while producing at a strong light oil rate of 80 percent.
  • During the fourth quarter, Veren initiated the capacity expansion of its Gold Creek West facility in the Alberta Montney to accommodate an expected increase in production from future pads. The Company also invested in significant gas egress infrastructure in the area and has successfully connected to multiple third-party gas plants to minimize future downtime. Building on Veren’s strong results from wells brought on stream in Gold Creek West in early 2024, the Company expects to bring a multi-well pad on stream in the area in late first quarter 2025.
  • In the Kaybob Duvernay, the Company brought two multi-well pads on stream in the fourth quarter. These pads generated an average IP30 rate which exceeded the average type wells in the area by 25 percent, while producing at a strong condensate rate of 70 percent.
  • Veren achieved responsibly sourced gas (RSG) certification under Equitable Origin’s EO100™ Standard for Responsible Development for its Alberta Montney asset’s natural gas production. The Company obtained this rigorous certification following an independent assessment of Veren’s performance targets within five areas: corporate governance, transparency and ethics; human rights, social impacts and community development; Indigenous Peoples’ rights; fair labour and working conditions; and climate change, biodiversity and environmental.

Full Year 2024

  • The Company achieved annual average production of 191,163 boe/d in 2024, comprised of 65 percent oil and liquids, in-line with production guidance of 191,000 boe/d.
  • Veren continued to focus on optimizing infrastructure in its Alberta Montney asset, which is expected to drive future operating cost savings, reduce downtime and enhance production capacity. The Company entered into a strategic partnership with Pembina Gas Infrastructure in 2024 which resulted in Veren operating all oil battery sites within its land position, while also acquiring priority access for all products and firm processing for 100 percent of capacity at the Patterson Creek Gas Plant. In addition, Veren invested in infield optimization projects throughout the play to increase operational flexibility and accommodate future growth in 2025 and throughout the five-year plan.
  • During the year, the Company brought 57 wells on stream across 11 multi-well pads in the Alberta Montney. Veren plans to continue optimizing its completions by testing the SPE design in Karr and utilize SPE design in the Gold Creek area moving forward, as previously announced.
  • Veren continued to deliver consistent results within its Kaybob Duvernay asset throughout 2024, demonstrating the strength of its operational execution. The Company brought 37 wells on stream across eight multi-well pads in the Volatile Oil window. Veren’s 2024 development program included several successful delineation wells on the eastern and western portion of the Company’s land position, derisking drilling inventory in these areas. Veren’s 2025 development program includes additional delineation drilling in the Liquids-Rich and Lean Gas windows of the play.
  • The Company also continued to advance its decline mitigation initiatives in 2024, including successfully converting 35 producing wells to water injection wells. These initiatives support Veren’s low base decline rate of approximately 15 percent in its Saskatchewan assets, further enhancing its strong excess cash flow generation from the area. In 2025, the Company will continue to build on its operational momentum in the play by advancing its decline mitigation and open hole multi-lateral development programs.

RESERVE HIGHLIGHTS

  • As previously announced, Veren’s Proved plus Probable (“2P”) reserves totaled 1,133.3 million boe (“MMboe”), Proved (“1P”) reserves totaled 739.1 MMboe and Proved Developed Producing (“PDP”) reserves totaled 333.1 MMboe at year-end 2024. The Company’s reserves were comprised of over 60 percent oil and liquids across all categories.
  • The Company’s 2P reserve life index (“RLI”) is approximately 16 years based on mid-point of 2025 annual average production guidance.
  • The Company achieved reserve additions of 121.4 MMboe on a 2P basis, excluding acquisitions and dispositions (“A&D”), replacing 173 percent of its 2024 annual production. On a 1P and PDP basis, the Company replaced 161 percent and 114 percent of its 2024 annual production, excluding A&D, respectively.
  • Veren’s Alberta Montney asset contributed the majority of its 2P reserve additions, with the remaining additions coming from its Kaybob Duvernay asset. As at year-end 2024, over 65 percent of the Company’s total premium drilling locations in the Alberta Montney and Kaybob Duvernay were unbooked, allowing for future reserves growth.
  • Veren generated 2P finding and development (“F&D”) costs, including change in future development capital (“FDC”), of $17.65 per boe, producing a recycle ratio of 2.1 times based on an operating netback of $36.83 per boe in 2024.
  • Veren’s 2P FDC decreased by approximately $480 million to $9.19 billion, primarily driven by non-core asset dispositions completed in 2024.

OUTLOOK

Veren has had a strong start to 2025, generating 191,000 boe/d of production in January. The Company remains on track to meet its previously released full year annual average production guidance of 188,000 to 196,000 boe/d (65% oil and liquids), based on its development capital expenditures budget of $1.48 billion to $1.58 billion. Veren’s capital program is weighted to the first half of 2025, while its production is weighted to the second half of the year due to the timing of its development program and planned facilities downtime in early 2025. The Company will remain disciplined in the execution of its capital program, with the flexibility to adjust spending in response to market conditions in order to maximize long-term shareholder value.

Approximately 85 percent of the Company’s 2025 budget is allocated to its short-cycle Alberta Montney and Kaybob Duvernay assets, which provide top quartile returns, scalability and quick well payouts. Veren’s remaining capital is allocated to its long-cycle, low-decline Saskatchewan assets, which generate significant excess cash flow.

The Company continues to hedge a portion of its production as part of its ongoing commodity marketing and diversification program. Veren has hedged 35 percent of its oil and liquids production and 35 percent of its natural gas production for 2025, net of royalty interest. The Company has also diversified its natural gas pricing exposure, resulting in the majority of its production through 2026 receiving a combination of fixed prices and pricing related to major U.S. markets.

Veren expects to generate excess cash flow of $625 million to $825 million (US$70/bbl to US$75/bbl WTI and $2.25/Mcf AECO) in 2025, which is weighted to the second half of the year based on the timing of its development program and expected production growth. The Company will continue to target the return of 60 percent of its annual excess cash flow to shareholders through the base dividend and share repurchases, with the remaining 40 percent directed toward the balance sheet. Veren plans to increase the percentage of excess cash flow returned over time as the balance sheet strengthens further.

CONFERENCE CALL DETAILS

Veren’s management will host a conference call on Thursday, February 27, 2025 at 10:00 a.m. MT (12:00 p.m. ET) to discuss the Company’s results and outlook. A slide deck will accompany the conference call and can be found on Veren’s website.

Participants can listen to this event online via webcast. To join the call without operator assistance, participants may register online by entering their phone number to receive an instant automated call back. Alternatively, the conference call can be accessed with operator assistance by dialing 1–888–510–2154.

The webcast will be archived for replay and can be accessed online. The replay will be available shortly after the call’s completion.

The Company’s most recent investor presentation is available on Veren’s website.

2025 GUIDANCE

The Company’s guidance for 2025 is as follows:


Total Annual Average Production (boe/d) 
(1)

188,000 – 196,000


Development Capital Expenditures ($ millions) (2)(3)

$1,475 – $1,575

 


Other Information for 2025 Guidance

Annual operating expenses ($/boe)

$12.75 – $13.75

Royalties

10.75% – 11.75%

1)

Total annual average production (boe/d) is comprised of approximately 65% Oil, Condensate & NGLs and 35% Natural Gas.

2)

Specified financial measure that does not have any standardized meaning prescribed by IFRS and, therefore may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section for further information. 

3)

Excludes capitalized administration of approximately $40 million, in addition to land expenditures and net property acquisitions and dispositions. Development capital expenditures spend is allocated on an approximate basis as follows: 85% drilling & development and 15% facilities & seismic.

RETURN OF CAPITAL OUTLOOK


Base Dividend

Current quarterly base dividend per share

$0.115


Total Return of Capital

% of excess cash flow (1)

60 %

1)

Total return of capital is based on a framework that targets to return to shareholders 60% of excess cash flow on an annual basis

The Company’s audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2024, will be available on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca, on EDGAR at www.sec.gov and on Veren’s website at www.vrn.com.

Recycle ratio is specified financial measure – refer to the Specified Financial Measures section in this press release for further information. 

Summary of Reserves 

The Company’s reserves were independently evaluated by McDaniel & Associates Consultants Ltd. (“McDaniel”) effective as at December 31, 2024. The reserves evaluation and reporting was conducted in accordance with the definitions, standards and procedures contained in the COGEH and National Instrument 51-101 Standards for Disclosure of Oil and Gas Activities (“NI 51-101”).

As at December 31, 2024(1) (2) (3) (4)


Tight Oil


(Mbbls)


Light and Medium Oil


(Mbbls)


Heavy Oil


(Mbbls)


Natural Gas Liquids


(Mbbls)


Reserves Category


Gross


Net


Gross


Net


Gross


Net


Gross


Net

Proved Developed Producing

126,863

112,186

18,255

16,354

–

–

78,826

66,626

Proved Developed Non-Producing

1,074

990

173

159

–

–

261

225

Proved Undeveloped

112,787

95,668

2,038

1,905

–

–

107,985

91,557

Total Proved

240,724

208,844

20,465

18,418

–

–

187,072

158,408

Total Probable

139,147

116,479

8,025

7,059

–

–

89,436

69,176

Total Proved plus Probable

379,871

325,324

28,490

25,477

–

–

276,508

227,584

 


Shale Gas


(MMcf)


Natural Gas


(MMcf)


Total


(Mboe)


Reserves Category


Gross


Net


Gross


Net


Gross


Net

Proved Developed Producing

647,859

600,392

6,969

7,504

333,081

296,482

Proved Developed Non-Producing

4,265

4,044

55

45

2,228

2,056

Proved Undeveloped

1,085,252

998,818

679

601

403,798

355,700

Total Proved 

1,737,377

1,603,253

7,702

8,151

739,108

654,238

Total Probable

942,653

844,743

3,145

3,101

394,241

334,022

Total Proved plus Probable

2,680,030

2,447,996

10,848

11,252

1,133,349

988,260

1)

Based on three evaluator’s average (McDaniel, GLJ Ltd. and Sproule Associates Ltd.) January 1, 2025, escalated price forecast.

2)

Gross Reserves” are the total Company’s working-interest share before the deduction of any royalties and without including any royalty interest of the Company.

3)

“Net Reserves” are the total Company’s interest share after deducting royalties and including any royalty interest.

4)

Numbers may not add due to rounding.

Summary of Before Tax Net Present Values

As at December 31, 2024(1) 


Before Tax Net Present Value ($ millions)


Discount Rate


Price Deck


Reserves Category


Gross Reserves (Mboe)


0 %


5 %


10 %


15 %


Three Evaluator Average

Proved Developed Producing

333,081

8,174

6,866

5,841

5,113

Total Proved

739,108

15,484

11,910

9,420

7,702

Total Proved plus Probable

1,133,349

27,298

18,934

14,040

10,967

1)

Price deck based on three evaluator’s average (McDaniel, GLJ Ltd. and Sproule Associates Ltd.) January 1, 2025, escalated price forecast.

RESERVES RECONCILIATION

Gross Reserves (1) (2) (3) (4)


Tight Oil


(Mbbls)


Light and Medium Oil


(Mbbls)


Heavy Oil


(Mbbls)


Factors


Proved


Probable


Proved plus Probable


Proved


Probable


Proved plus Probable


Proved


Probable


Proved plus Probable


December 31, 2023

238,989

142,434

381,422

46,823

33,119

79,942

21,163

6,677

27,840

Extensions and Improved Recovery

32,259

3,402

35,661

240

(195)

45

–

–

–

Technical Revisions

6,318

(729)

5,589

2,191

(29)

2,162

13

(11)

2

Acquisitions

544

200

744

–

–

–

–

–

–

Dispositions

(11,793)

(6,178)

(17,971)

(25,780)

(24,902)

(50,682)

(20,586)

(6,666)

(27,252)

Economic Factors

6

18

25

152

32

184

–

–

–

Production

(25,600)

–

(25,600)

(3,161)

–

(3,161)

(590)

–

(590)


December 31, 2024

240,724

139,147

379,871

20,465

8,025

28,490

–

–

–

 


Natural Gas Liquids


(Mbbls)


Shale Gas


(MMcf)


Natural Gas


(MMcf)


Factors


Proved


Probable


Proved plus Probable


Proved


Probable


Proved plus Probable


Proved


Probable


Proved plus Probable


December 31, 2023

189,720

93,735

283,455

1,588,202

917,729

2,505,931

41,151

24,721

65,872

Extensions and Improved Recovery

23,589

2,930

26,519

293,710

43,290

337,000

134

(74)

60

Technical Revisions

(711)

(768)

(1,480)

10,419

(15,129)

(4,711)

1,180

(470)

710

Acquisitions

115

43

157

3,095

1,158

4,253

–

–

–

Dispositions

(8,464)

(6,248)

(14,712)

(5,733)

(2,264)

(7,997)

(33,074)

(21,075)

(54,149)

Economic Factors

(750)

(255)

(1,006)

(8,647)

(2,131)

(10,777)

(227)

43

(183)

Production

(16,426)

–

(16,426)

(143,669)

–

(143,669)

(1,462)

–

(1,462)


December 31, 2024

187,072

89,436

276,508

1,737,377

942,653

2,680,030

7,702

3,145

10,848

 


Total Oil Equivalent


(Mboe)


Factors


Proved


Probable


Proved


plus


Probable


December 31, 2023

768,254

433,040

1,201,294

Extensions and Improved Recovery

105,063

13,339

118,402

Technical Revisions

9,744

(4,137)

5,607

Acquisitions

1,174

436

1,611

Dispositions

(73,090)

(47,884)

(120,975)

Economic Factors

(2,071)

(553)

(2,624)

Production

(69,966)

–

(69,966)


December 31, 2024

739,108

394,241

1,133,349

1)

Based on three evaluator’s average (McDaniel, GLJ Ltd. and Sproule Associates Ltd.) January 1, 2025, escalated price forecast.

2)

“Gross Reserves” are the total Company’s working-interest share before the deduction of any royalties and without including any royalty interest of the Company.

3)

Numbers may not add due to rounding

Finding, Development and Acquisition Costs for 2024


Proved Developed
Producing


Total
Proved


Total Proved plus
Probable


Capital ($ millions)

F&D

1,550

1,550

1,550

Change in FDC on F&D

(35)

601

593

F&D Total (incl. change in FDC)

1,515

2,151

2,143

FD&A

545

545

545

Change in FDC on FD&A

(42)

230

(479)

FD&A Total (incl. change in FDC)

503

774

66


Reserves Additions (Mboe)

Reserves Additions

79,844

112,736

121,385

Reserves Additions incl. A&D

21,945

40,820

2,021


Costs ($/boe) & Recycle Ratio (1)(2)

F&D Total (incl. change in FDC)

$18.97

$19.08

$17.65

Recycle Ratio

1.9

1.9

2.1

FD&A Total (incl. change in FDC)

$22.93

$18.97

$32.53

Recycle Ratio

1.6

1.9

1.1

1)

Numbers may not add due to rounding.

2)

F&D and FD&A are calculated by dividing the identified capital expenditures by the applicable reserves additions. These can include or exclude changes in future development capital costs.

3)

Recycle ratio is calculated as operating netback before hedging divided by F&D or FD&A costs. Based on a 2024 operating netback of $36.83 per boe.

4)

F&D and FD&A costs includes capital expenditures associated with assets disposed of during the year.

Future Development Capital 

At year-end 2024, FDC for 2P reserves totaled $9.19 billion, compared to $9.67 billion at year-end 2023. The Company’s FDC decreased by approximately $480 million, primarily driven by non-core asset dispositions.


Company Annual Capital Expenditures ($ millions)


Year


Total Proved


Total Proved plus Probable

2025

1,357

1,465

2026

1,308

1,375

2027

1,455

1,551

2028

1,314

1,679

2029

1,104

1,675

2030

33

1,023

2031

4

280

2032

4

132

2033

3

3

2034

3

3

2035

–

–

2036

–

–

 Subtotal (1)

6,586

9,186

Remainder

–

–

 Total (1)

6,586

9,186

10% Discounted

5,288

6,957

   1)       Numbers may not add due to rounding.

CONSOLIDATED FINANCIAL AND OPERATING HIGHLIGHTS

Three months ended December 31

Year ended December 31

(Cdn$ millions except per share and per boe amounts)


2024

2023


2024

2023


Financial

Cash flow from operating activities


513.1

611.3


2,111.8

2,195.7

Adjusted funds flow from operations (1)


619.6

574.5


2,347.8

2,339.1

Per share (1) (2)


1.01

1.03


3.79

4.27

Net income


146.8

951.2


273.3

570.3

Per share (2)


0.24

1.70


0.44

1.04

Adjusted net earnings from operations (1)


247.0

192.8


848.8

932.6

Per share (1) (2)


0.40

0.34


1.37

1.70

Dividends declared


70.7

68.3


284.6

211.9

Per share (2)


0.115

0.120


0.460

0.387

Net debt (1)


2,477.9

3,738.1


2,477.9

3,738.1

Net debt to adjusted funds flow from operations (1) (3)


1.1

1.6


1.1

1.6

Weighted average shares outstanding

Basic


615.1

556.5


617.5

545.6

Diluted


615.8

559.1


618.9

548.3


Operating

Average daily production

Crude oil and condensate (bbls/d)


103,885

102,350


107,541

102,906

NGLs (bbls/d)


17,165

17,528


17,533

19,017

Natural gas (mcf/d)


406,027

254,345


396,534

224,926

Total (boe/d)


188,721

162,269


191,163

159,411

Average selling prices (4)

Crude oil and condensate ($/bbl)


93.25

95.78


95.07

97.23

NGLs ($/bbl)


38.92

28.08


36.71

29.86

Natural gas ($/mcf)


2.18

2.79


2.02

3.08

Total ($/boe)


59.56

67.82


61.05

70.67


Netback ($/boe)

Oil and gas sales


59.56

67.82


61.05

70.67

Royalties


(5.97)

(8.17)


(6.31)

(9.13)

Operating expenses


(12.76)

(14.24)


(13.46)

(14.62)

Transportation expenses


(4.27)

(3.82)


(4.45)

(3.21)

Operating netback(1)


36.56

41.59


36.83

43.71

Realized gain on commodity derivatives


2.14

0.17


1.03

0.19

Other (5)


(3.01)

(3.28)


(4.30)

(3.70)

Adjusted funds flow from operations netback (1)


35.69

38.48


33.56

40.20


Capital Expenditures

Total capital acquisitions (1) (6)


6.0

2,513.9


32.4

4,589.7

Total capital dispositions (1) (6)


(389.4)

(602.4)


(1,037.7)

(613.6)

Development capital expenditures (1)

Drilling and development


300.4

239.1


1,323.8

1,016.9

Facilities and seismic


62.6

39.8


184.3

121.8

Total


363.0

278.9


1,508.1

1,138.7

Land expenditures


5.6

2.2


41.8

33.6

(1)

Specified financial measure that does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section for further information.

(2)

The per share amounts (with the exception of dividends per share) are the per share – diluted amounts.

(3)

Net debt to adjusted funds flow from operations is calculated as the period end net debt divided by the sum of adjusted funds flow from operations for the trailing four quarters.

(4)

The average selling prices reported are before realized derivatives and transportation.

(5)

Other includes net purchased products, general and administrative expenses, interest on long-term debt, foreign exchange, cash-settled share-based compensation and certain cash items and excludes transaction costs, foreign exchange on US dollar long-term debt and certain non-cash items.

(6)

Capital acquisitions and dispositions, net represent total consideration for the transactions, including long-term debt and working capital assumed, and exclude transaction costs.

FINANCIAL AND OPERATING HIGHLIGHTS FROM CONTINUING OPERATIONS

Three months ended December 31

Year ended December 31

(Cdn$ millions except per share and per boe amounts)


2024

2023


2024

2023


Financial

Cash flow from operating activities from continuing operations


513.1

524.0


2,111.8

1,796.7

Adjusted funds flow from continuing operations (1)


619.6

535.1


2,347.8

1,975.6

Per share (1) (2)


1.01

0.96


3.79

3.60

Net income from continuing operations


144.7

302.6


283.9

799.4

Per share (2)


0.24

0.54


0.46

1.46

Adjusted net earnings from continuing operations (1)


247.0

210.0


848.8

795.9

Per share (1) (2)


0.40

0.37


1.37

1.45

Weighted average shares outstanding

Basic


615.1

556.5


617.5

545.6

Diluted


615.8

559.1


618.9

548.3


Operating

Average daily production from continuing operations

Crude oil and condensate (bbls/d)


103,885

96,144


107,541

88,087

NGLs (bbls/d)


17,165

16,023


17,533

15,026

Natural gas (mcf/d)


406,027

248,306


396,534

211,275

Production from continuing operations (boe/d)


188,721

153,551


191,163

138,326

Average selling prices from continuing operations (3)

Crude oil and condensate ($/bbl)


93.25

94.64


95.07

95.87

NGLs ($/bbl)


38.92

30.53


36.71

32.86

Natural gas ($/mcf)


2.18

2.83


2.02

3.06

Total ($/boe)


59.56

67.01


61.05

69.30


Netback from Continuing Operations ($/boe)

Oil and gas sales


59.56

67.01


61.05

69.30

Royalties


(5.97)

(7.50)


(6.31)

(7.43)

Operating expenses


(12.76)

(14.48)


(13.46)

(15.26)

Transportation expenses


(4.27)

(3.96)


(4.45)

(3.45)

Operating netback (1)


36.56

41.07


36.83

43.16

Realized gain on commodity derivatives


2.14

0.18


1.03

0.31

Other (4)


(3.01)

(3.37)


(4.30)

(4.34)

Adjusted funds flow from continuing operations netback (1)


35.69

37.88


33.56

39.13


Capital Expenditures

Development capital expenditures from continuing operations (1)


363.0

276.0


1,508.1

844.9

(1)

Specified financial measure that does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section for further information.

(2)

The per share amounts (with the exception of dividends per share) are the per share – diluted amounts.

(3)

The average selling prices reported are before realized derivatives and transportation.

(4)

Other includes net purchased products, general and administrative expenses, interest on long-term debt, foreign exchange, cash-settled share-based compensation and certain cash items and excludes transaction costs, foreign exchange on US dollar long-term debt and certain non-cash items.

Specified Financial Measures

Throughout this press release, the Company uses the terms “total operating netback”, “total operating netback from continuing operations”, “total netback”, “total netback from continuing operations”, “operating netback”, “netback”, “adjusted funds flow from operations” (or “adjusted FFO”), “adjusted funds flow from operations per share – diluted”, “adjusted funds flow from continuing operations”, “adjusted funds flow from continuing operations per share – diluted” “adjusted funds flow from discontinued operations”, “adjusted funds flow from operations netback”, “adjusted funds flow from continuing operations netback”, “excess cash flow”, “excess cash flow per share – diluted”, “base dividends”, “base dividends per share – diluted”, “total return of capital”, “adjusted working capital surplus (deficiency)”, “net debt”, “net debt to adjusted funds flow from operations”, “net debt to annualized adjusted funds flow”, “adjusted net earnings from operations”, “adjusted net earnings from operations per share – diluted”, “adjusted net earnings from continuing operations”, “adjusted net earnings from continuing operations per share – diluted”, “adjusted net earnings from discontinued operations”, “development capital expenditures”, “development capital expenditures from continuing operations”, “development capital expenditures from discontinued operations”, “recycle ratio”, “total capital acquisitions” and “total capital dispositions”. These terms do not have any standardized meaning as prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other issuers. For information on the composition of these measures and how the Company uses these measures, refer to the Specified Financial Measures section of the Company’s MD&A for the year ended December 31, 2024, which section is incorporated herein by reference, and available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

Adjusted funds flow from operations netback is a non-GAAP financial ratio and is calculated as adjusted funds flow from operations divided by total production. Adjusted funds flow from operations netback is a common metric used in the oil and gas industry and is used to measure operating results on a per boe basis.

The following table reconciles oil and gas sales to total operating netback from continuing operations, total netback from continuing operations and total adjusted funds flow from continuing operations netback.

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Oil and gas sales


1,034.1

946.7

9


4,271.3

3,499.0

22

Royalties


(103.7)

(105.9)

(2)


(441.7)

(375.3)

18

Operating expenses


(221.6)

(204.5)

8


(941.4)

(770.5)

22

Transportation expenses


(74.1)

(56.0)

32


(311.5)

(174.3)

79

Total operating netback from continuing operations


634.7

580.3

9


2,576.7

2,178.9

18

Realized gain on commodity derivatives


37.1

2.5

1,384


71.8

15.5

363

Total netback from continuing operations


671.8

582.8

15


2,648.5

2,194.4

21

Other (1)


(52.2)

(47.7)

9


(300.7)

(218.8)

37

Total adjusted funds flow from continuing operations netback


619.6

535.1

16


2,347.8

1,975.6

19

(1) Other includes net purchased products, general and administrative expenses, interest on long-term debt, foreign exchange, cash-settled share-based compensation and certain cash items and excludes transaction costs, foreign exchange on US dollar long-term debt and certain non-cash items.

The following table reconciles cash flow from operating activities to adjusted funds flow from operations and excess cash flow:

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Cash flow from operating activities


513.1

611.3

(16)


2,111.8

2,195.7

(4)

Changes in non-cash working capital


90.8

(82.0)

(211)


175.6

54.9

220

Transaction costs


3.8

31.8

(88)


19.8

48.5

(59)

Decommissioning expenditures (1)


11.9

13.4

(11)


40.6

40.0

2

Adjusted funds flow from operations


619.6

574.5

8


2,347.8

2,339.1

—

Development capital and other expenditures


(377.5)

(292.1)

29


(1,587.8)

(1,220.5)

30

Payments on principal portion of lease liability


(14.4)

(4.6)

213


(41.0)

(20.8)

97

Decommissioning expenditures


(11.9)

(13.4)

(11)


(40.6)

(40.0)

2

Unrealized loss on equity derivative contracts


(2.5)

(5.7)

(56)


(9.3)

(29.3)

(68)

Transaction costs


(3.8)

(31.8)

(88)


(19.8)

(48.5)

(59)

Other items (2)


(5.7)

1.9

(400)


(7.7)

1.6

(581)

Excess cash flow


203.8

228.8

(11)


641.6

981.6

(35)

(1) Excludes amounts received from government grant programs.

(2) Other items exclude net acquisitions and dispositions.

The following table reconciles cash flow from operating activities from discontinued operations to adjusted funds flow from discontinued operations:

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Cash flow from operating activities from discontinued operations


—

87.3

(100)


—

399.0

(100)

Changes in non-cash working capital


—

(57.0)

(100)


—

(44.6)

(100)

Transaction costs


—

8.7

(100)


—

8.7

(100)

Decommissioning expenditures (1)


—

0.4

(100)


—

0.4

(100)

Adjusted funds flow from discontinued operations


—

39.4

—


—

363.5

—

(1) Excludes amounts received from government grant programs.

The following tables reconcile cash flow from operating activities and adjusted funds flow from operations from continuing and discontinued operations:

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Cash flow from operating activities from continuing operations


513.1

524.0

(2)


2,111.8

1,796.7

18

Cash flow from operating activities from discontinued operations


—

87.3

(100)


—

399.0

(100)

Cash flow from operating activities


513.1

611.3

(16)


2,111.8

2,195.7

(4)

 

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Adjusted funds flow from continuing operations


619.6

535.1

16


2,347.8

1,975.6

19

Adjusted funds flow from discontinued operations


—

39.4

(100)


—

363.5

(100)

Adjusted funds flow from operations


619.6

574.5

8


2,347.8

2,339.1

—

Adjusted funds flow from operations per share – diluted is a supplementary financial measure and is calculated as adjusted funds flow from operations divided by the number of weighted average diluted shares outstanding.

The following table reconciles adjusted working capital deficiency:

($ millions)


December 31, 2024

December 31, 2023

% Change

Accounts payable and accrued liabilities


493.5

634.9

(22)

Dividends payable


70.7

56.8

24

Long-term compensation liability (1)


47.4

66.8

(29)

Cash


(17.1)

(17.3)

(1)

Accounts receivable


(386.5)

(377.9)

2

Prepaids and deposits


(99.1)

(87.8)

13

Deferred consideration receivable (2)


(18.0)

(79.2)

(77)

Adjusted working capital deficiency


90.9

196.3

(54)

(1) Includes current portion of long-term compensation liability and is net of equity derivative contracts.

(2) Deferred consideration receivable is comprised of $7.2 million included in other current assets and $10.8 million included in other long-term assets (December 31, 2023 – $79.2 million in other current assets and nil in other long-term assets).

The following table reconciles long-term debt to net debt:

($ millions)


December 31, 2024

December 31, 2023

% Change

Long-term debt (1)


2,454.5

3,566.3

(31)

Adjusted working capital deficiency


90.9

196.3

(54)

Unrealized foreign exchange on translation of hedged US dollar long-term debt


(67.5)

(24.5)

176

Net debt


2,477.9

3,738.1

(34)

(1)  Includes current portion of long-term debt.

The following table reconciles net income to adjusted net earnings from operations:

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Net income


146.8

951.2

(85)


273.3

570.3

(52)

Amortization of E&E undeveloped land


32.0

12.0

167


122.6

30.9

297

Impairment


—

48.4

(100)


512.3

822.2

(38)

Unrealized derivative (gains) losses


44.3

(98.5)

(145)


55.4

56.9

(3)

Unrealized foreign exchange (gain) loss on translation of hedged US dollar long-term debt


66.3

(95.4)

(169)


51.7

(168.6)

(131)

Net loss on capital dispositions


10.9

13.7

(20)


21.3

9.6

122

Reclassification of cumulative foreign currency translation of discontinued foreign operations


(0.5)

(621.7)

(100)


(0.5)

(621.7)

(100)

Deferred tax adjustments


(52.8)

(16.9)

212


(187.3)

233.0

(180)

Adjusted net earnings from operations


247.0

192.8

28


848.8

932.6

(9)

The following table reconciles net income (loss) from discontinued operations to adjusted net earnings from discontinued operations:

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Net income (loss) from discontinued operations


2.1

648.6

(100)


(10.6)

(229.1)

(95)

Impairment


—

—

—


—

728.4

(100)

Unrealized derivative (gains) losses


—

(5.1)

(100)


—

18.9

(100)

Net (gain) loss on capital dispositions


(1.6)

9.0

(118)


11.1

9.0

23

Reclassification of cumulative foreign currency translation of discontinued foreign operations


(0.5)

(621.7)

(100)


(0.5)

(621.7)

(100)

Deferred tax adjustments


—

(48.0)

(100)


—

231.2

(100)

Adjusted net earnings from discontinued operations


—

(17.2)

(100)


—

136.7

(100)

The following table reconciles adjusted net earnings from continuing and discontinued operations:

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Adjusted net earnings from continuing operations


247.0

210.0

18


848.8

795.9

7

Adjusted net earnings (loss) from discontinued operations


—

(17.2)

(100)


—

136.7

(100)

Adjusted net earnings from operations


247.0

192.8

28


848.8

932.6

(9)

The following table reconciles development capital and other expenditures to development capital expenditures:

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Development capital and other expenditures


377.5

292.1

29


1,587.8

1,220.5

30

Payments on drilling rig lease liabilities


3.3

—

100


12.9

—

100

Land expenditures


(5.6)

(2.2)

155


(41.8)

(33.6)

24

Capitalized administration (1)


(10.2)

(8.9)

15


(45.1)

(42.3)

7

Corporate assets


(2.0)

(2.1)

(5)


(5.7)

(5.9)

(3)

Development capital expenditures


363.0

278.9

30


1,508.1

1,138.7

32

(1)  Capitalized administration excludes capitalized equity-settled SBC.

The following table reconciles development capital expenditures from continuing and discontinued operations:

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Development capital expenditures from continuing operations


363.0

276.0

32


1,508.1

844.9

78

Development capital expenditures from discontinued operations


—

2.9

(100)


—

293.8

(100)

Development capital expenditures


363.0

278.9

30


1,508.1

1,138.7

32

The following table reconciles capital acquisitions, net of cash acquired to total capital acquisitions:

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Capital acquisitions, net of cash acquired


—

1,540.4

(100)


26.4

3,616.2

(99)

Common shares issued on capital acquisition


—

493.0

(100)


—

493.0

(100)

Working capital acquired through capital acquisition


6.0

116.7

(95)


6.0

116.7

(95)

Long-term debt acquired through capital acquisition


—

363.8

(100)


—

363.8

(100)

Total capital acquisitions


6.0

2,513.9

(100)


32.4

4,589.7

(99)

The following table reconciles capital dispositions to total capital dispositions:

Three months ended December 31

Year ended December 31

($ millions)


2024

2023

% Change


2024

2023

% Change

Capital dispositions


(389.4)

(593.3)

(34)


(1,037.7)

(604.5)

72

Working capital disposed through capital disposition


—

(9.1)

(100)


—

(9.1)

(100)

Total capital dispositions


(389.4)

(602.4)

(35)


(1,037.7)

(613.6)

69

Total return of capital is a supplementary financial measure and is comprised of base dividends, special dividends and share repurchases, adjusted for the timing of special dividend payments.

Net debt to annualized adjusted funds flow is calculated as the period end net debt divided by the quarterly adjusted funds flow from operations multiplied by four. Net debt to annualized adjusted funds flow for the three months ended December 31, 2023 was 1.6 times.

Excess cash flow for 2025 is a forward-looking non-GAAP measures and is calculated consistently with the measures disclosed in the Company’s MD&A. Refer to the Specified Financial Measures section of the Company’s MD&A for the year ended December 31, 2024.

Recycle ratio is a non-GAAP ratio and is calculated as operating netback before hedging divided by FD&A costs. Recycle ratios may not be comparable year-over-year given significant changes executed. Recycle ratio is a common metric used in the oil and gas industry and is used to measure profitability on a per boe basis.


Proved Developed Producing


Total Proved


Total Proved plus Probable


2023 Recycle Ratios

F&D Total (incl. change in FDC)

1.2

1.5

2.2

FD&A Total (incl. change in FDC)

1.2

1.9

2.5

Management believes the presentation of the specified financial measures above provide useful information to investors and shareholders as the measures provide increased transparency and the ability to better analyze performance against prior periods on a comparable basis.

Notice to US Readers

All amounts in the news release are stated in Canadian dollars unless otherwise specified.

The oil and natural gas reserves contained in this press release have generally been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects of United States or other foreign disclosure standards. For example, the United States Securities and Exchange Commission (the “SEC”) generally permits oil and gas issuers, in their filings with the SEC, to disclose only proved reserves (as defined in SEC rules), but permits the optional disclosure of “probable reserves” and “possible reserves” (each as defined in SEC rules). Canadian securities laws require oil and gas issuers, in their filings with Canadian securities regulators, to disclose not only proved reserves (which are defined differently from the SEC rules) but also probable reserves and permits optional disclosure of “possible reserves”, each as defined in NI 51-101. Accordingly, “proved reserves”, “probable reserves” and “possible reserves” disclosed in this news release may not be comparable to US standards, and in this news release, Veren has disclosed reserves designated as “proved plus probable reserves”. Probable reserves are higher-risk and are generally believed to be less likely to be accurately estimated or recovered than proved reserves. “Possible reserves” are higher risk than “probable reserves” and are generally believed to be less likely to be accurately estimated or recovered than “probable reserves”.  In addition, under Canadian disclosure requirements and industry practice, reserves and production are reported using gross volumes, which are volumes prior to deduction of royalties and similar payments. The SEC rules require reserves and production to be presented using net volumes, after deduction of applicable royalties and similar payments. Moreover, Veren has determined and disclosed estimated future net revenue from its reserves using forecast prices and costs, whereas the SEC rules require that reserves be estimated using a 12-month average price, calculated as the arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period.  Consequently, Veren’s reserve estimates and production volumes in this news release may not be comparable to those made by companies using United States reporting and disclosure standards. Further, the SEC rules are based on unescalated costs and forecasts.

Forward-Looking Statements

Any “financial outlook” or “future oriented financial information” in this press release, as defined by applicable securities legislation has been approved by management of Veren. Such financial outlook or future oriented financial information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 and “forward-looking information” for the purposes of Canadian securities regulation (collectively, “forward-looking statements”). The Company has tried to identify such forward-looking statements by use of such words as “could”, “should”, “can”, “anticipate”, “expect”, “believe”, “will”, “may”, “intend”, “projected”, “sustain”, “continues”, “strategy”, “potential”, “projects”, “grow”, “take advantage”, “estimate”, “well-positioned” and other similar expressions, but these words are not the exclusive means of identifying such statements.

In particular, this press release contains forward-looking statements pertaining, among other things, to the following: expected 2025 excess cash flow at the commodity prices specified, focuses for 2025; extent of hedging program and natural gas pricing diversification; return of capital outlook, including base dividend, and the additional return of capital targeted as a percentage of excess cash flow; increasing expected production from future pads in Gold Creek West; timing to bring a multi-well pad on stream in Gold Creek West; testing and utilizing the SPE design; benefits of optimizing infrastructure in the Alberta Montney; benefits of strategic partnership with Pembina Gas Infrastructure; future growth in the Alberta Montney and throughout the five-year plan; benefits of infield optimization in the Alberta Montney; Veren’s 2025 development program, including, but not limited to, drilling plans and areas of focus in the Kaybob Duvernay; Saskatchewan base decline rate; operational momentum in Saskatchewan and advancing decline mitigation and open hole multi-lateral development programs in Saskatchewan; NAV; NPV; independent engineering price forecast; unbooked locations and future reserves growth; Veren’s 2025 total annual average production (including oil and liquids percentages) and development capital expenditures guidance (and components thereof); and other information for Veren’s 2025 guidance, including annual operating expenses and royalties; remaining disciplined in the execution of its 2025 capital program, with the flexibility to adjust spending in response to market conditions in order to maximize long-term shareholder value; 2025 budget allocation by area and area attributes, expectations and focuses; 2025 capital program and production timing; 2025 timing of development program and planned facilities downtime; 2025 excess cash flow generation at the commodity prices specified and timing thereof; return of capital outlook and percentage of annual excess cash flow to be returned to shareholders and methods thereof; and plans to increase the percentage of excess cash flow returned to shareholders as the balance sheet strengthens further.

Statements relating to “reserves” are also deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and that the reserves can be profitably produced in the future. Actual reserve values may be greater than or less than the estimates provided herein.

Unless otherwise noted, reserves referenced herein are given as at December 31, 2024. Also, estimates of reserves and future net revenue for individual properties may not reflect the same confidence level as estimates and future net revenue for all properties due to the effect of aggregation. All required reserve information for the Company is contained in its Annual Information Form for the year ended December 31, 2024, which is accessible at www.sedarplus.ca.

With respect to disclosure contained herein regarding resources other than reserves, there is uncertainty that it will be commercially viable to produce any portion of the resources and there is significant uncertainty regarding the ultimate recoverability of such resources.

All forward-looking statements are based on Veren’s beliefs and assumptions based on information available at the time the assumption was made. Veren believes that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this report should not be unduly relied upon. By their nature, such forward-looking statements are subject to a number of risks, uncertainties and assumptions, which could cause actual results or other expectations to differ materially from those anticipated, expressed or implied by such statements, including those material risks discussed in the Company’s Annual Information Form for the year ended December 31, 2024 under “Risk Factors” and our Management’s Discussion and Analysis for the year ended December 31, 2024, under the headings “Risk Factors” and “Forward-Looking Information”. The material assumptions are disclosed in the Management’s Discussion and Analysis for the year ended December 31, 2024, under the headings “Capital Expenditures”, “Liquidity and Capital Resources”, “Critical Accounting Estimates”, “Risk Factors” and “Changes in Accounting Policies”. In addition, risk factors include: financial risk of marketing reserves at an acceptable price given market conditions; volatility in market prices for oil and natural gas, decisions or actions of OPEC and non-OPEC countries in respect of supplies of oil and gas; delays in business operations or delivery of services due to pipeline restrictions, rail blockades, outbreaks, pandemics, and blowouts; the risk of carrying out operations with minimal environmental impact; industry conditions including changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, including but not limited to the adoption of emissions caps; uncertainties associated with estimating oil and natural gas reserves; risks and uncertainties related to oil and gas interests and operations on Indigenous lands; economic risk of finding and producing reserves at a reasonable cost; uncertainties associated with partner plans and approvals; operational matters related to non-operated properties; increased competition for, among other things, capital, acquisitions of reserves and undeveloped lands; competition for and availability of qualified personnel or management; incorrect assessments of the value and likelihood of acquisitions and dispositions, and exploration and development programs; unexpected geological, technical, drilling, construction, processing and transportation problems; the impacts of drought, wildfires and severe weather events; availability of insurance; fluctuations in foreign exchange and interest rates; stock market volatility; general economic, market and business conditions, including uncertainty in the demand for oil and gas and economic activity in general; changes in interest rates and inflation; uncertainties associated with regulatory approvals; geopolitical conflicts, including the Russian invasion of Ukraine and conflict in the Middle East; uncertainty of government policy changes; the potential for tariffs and the impact of the renegotiation or implementation of the Canada-United States-Mexico Agreement; uncertainty regarding the benefits and costs of dispositions; failure to complete acquisitions and dispositions; uncertainties associated with credit facilities and counterparty credit risk; and changes in income tax laws, tax laws, crown royalty rates and incentive programs relating to the oil and gas industry; and other factors, many of which are outside the control of the Company. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Veren’s future course of action depends on management’s assessment of all information available at the relevant time.

Included in this press release are Veren’s 2025 guidance in respect of capital expenditures and average annual production which is based on various assumptions as to production levels, commodity prices and other assumptions and are subject to a variety of contingencies. The Company’s return of capital framework is based on certain facts, expectations and assumptions that may change and, therefore, this framework may be amended as circumstances necessitate or require. To the extent such estimates constitute a “financial outlook” or “future oriented financial information” in this press release, as defined by applicable securities legislation, such information has been approved by management of Veren. Such financial outlook or future oriented financial information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

Additional information on these and other factors that could affect Veren’s operations or financial results are included in Veren’s reports on file with Canadian and U.S. securities regulatory authorities. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed herein. Veren undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so pursuant to applicable law. All subsequent forward-looking statements, whether written or oral, attributable to Veren or persons acting on the Company’s behalf are expressly qualified in their entirety by these cautionary statements.

Product Type Production Information

The Company’s annual aggregate production for the three months and year ended December 31, 2024 and December 31, 2023 and the references to “natural gas”, “crude oil” and “condensate” reported in this Press Release consist of the following product types, as defined in NI 51-101 and using a conversion ratio of 6 mcf : 1 bbl where applicable:

Three months ended December 31

Year ended December 31


2024

2023


2024

2023

Light & Medium Crude Oil (bbl/d)


6,439

12,198


8,637

12,665

Heavy Crude Oil (bbl/d)


—

3,795


1,612

3,818

Tight Oil (bbl/d)


67,177

56,657


69,944

49,779

Total Crude Oil (bbl/d)


73,616

72,650


80,193

66,262

Condensate (bbl/d)


30,269

23,494


27,349

21,825

Other (bbl/d)


17,165

16,023


17,532

15,026

NGLs (bbl/d)


47,434

39,517


44,881

36,851

Shale Gas (mcf/d)


403,412

236,926


392,539

200,514

Conventional Natural Gas (mcf/d)


2,615

11,380


3,995

10,761

Total Natural Gas (mcf/d)


406,027

248,306


396,534

211,275

Total production from continuing operations (boe/d)


188,721

153,551


191,163

138,326

 

Three months ended December 31

Year ended December 31


2024

2023


2024

2023

Light & Medium Crude Oil (bbl/d)


6,439

12,198


8,637

12,665

Heavy Crude Oil (bbl/d)


—

3,795


1,612

3,818

Tight Oil (bbl/d)


67,177

62,512


69,944

63,906

Total Crude Oil (bbl/d)


73,616

78,505


80,193

80,389

Condensate (bbl/d)


30,269

23,846


27,349

22,517

Other (bbl/d)


17,165

17,527


17,532

19,017

NGLs (bbl/d)


47,434

41,373


44,881

41,534

Shale Gas (mcf/d)


403,412

242,965


392,539

214,165

Conventional Natural Gas (mcf/d)


2,615

11,380


3,995

10,761

Total Natural Gas (mcf/d)


406,027

254,345


396,534

224,926

Total average daily production (boe/d)


188,721

162,269


191,163

159,411

Product types for January 2025 production are substantially similar to those in the three months ended December 31, 2024.

NI 51-101 includes condensate within the natural gas liquids (NGLs) product type. The Company has disclosed condensate as combined with crude oil and/or separately from other natural gas liquids in this press release since the price of condensate as compared to other natural gas liquids is currently significantly higher and the Company believes that this crude oil and condensate presentation provides a more accurate description of its operations and results therefore.

Definitions

Decline rate is the reduction in rate of production from one period to the next. This rate is usually expressed on an annual basis.

Finding and development (F&D) costs are calculated by dividing the development capital expenditures by the applicable reserves additions. F&D costs can include or exclude changes to future development capital costs.

Finding, development and acquisition (FD&A) costs are equivalent to F&D costs plus the costs of acquiring and disposing particular assets.

Future development capital (FDC) reflects the best estimate of the cost required to bring undeveloped proved and probable reserves on production. Changes in FDC can result from acquisition and disposition activities, development plans or changes in capital efficiencies due to inflation or reductions in service costs and/or improvements to drilling and completion methods.

N1 51-101 means “National Instrument 51-101 –Standards for Disclosure for Oil and Gas Activities“.

Recycle Ratio is calculated as operating netback divided by F&D or FD&A (including or excluding FDC) and is based on the netbacks reported above.

Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, as of a given date, based on the analysis of drilling, geological, geophysical and engineering data; the use of established technology; and specified economic conditions, which are generally accepted as being reasonable. Proved reserves are reserves estimated to have a high degree of certainty of recoverability. Probable reserves are less certain to be recoverable than proved reserves and possible reserves are less certain than probable reserves. 

Reserve Life Index is calculated as proved plus probable reserves divided by production.

Reserves and Drilling Data

The reserves information contained in this press release has been prepared in accordance with NI 51-101.

Where applicable, a barrels of oil equivalent (“boe”) conversion rate of six thousand cubic feet of natural gas to one barrel of oil equivalent (6mcf:1bbl) has been used based on an energy equivalent conversion method primarily applicable at the burner tip. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different than the energy equivalency of the 6:1 conversion ratio, utilizing the 6:1 conversion ratio may be misleading as an indication of value.

This press release contains metrics commonly used in the oil and natural gas industry, including “decline rate”, “F&D costs”, “FD&A costs”, “FDC”, “recycle ratio”, “replacement rate”, “reserve life index” and “netbacks”. These terms do not have a standardized meaning and may not be comparable to similar measures presented by other companies and, therefore, should not be used to make such comparisons. Readers are cautioned as to the reliability of oil and gas metrics used in this press release.

F&D costs, including change in FDC, and FD&A costs have been presented in this news release because they provide a useful measure of capital efficiency. F&D costs and FD&A costs, including land, facility and seismic expenditures and excluding change in FDC have also been presented in this news release because they provide a useful measure of capital efficiency.

Management uses recycle ratio for its own performance measurements and to provide shareholders with measures to compare the Company’s performance over time.

Netback is calculated on a per boe basis as oil and gas sales, less royalties, operating and transportation expenses and realized derivative gains and losses. Netback is used by management to measure operating results on a per boe basis to better analyze performance against prior periods on a comparable basis.

Replacement rate is the amount of oil added to the Company’s 2P reserves, divided by production. It is a measure of the ability of the Company to sustain production levels.

Reserve Life Index is calculated as set forth above, it is a measure of the longevity of the Company’s reserves.

Decline rate is used by management to assess the longevity of production.

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

Initial production is for a limited time frame only (30 days) and may not be indicative of future performance. Individual properties may not reflect the same confidence level as estimates of reserves for all properties due to the effects of aggregation. This press release contains estimates of the net present value of the Company’s future net revenue from our reserves. Such amounts do not represent the fair market value of our reserves. The recovery and reserve estimates of the Company’s reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered.

The reserve data provided in this news release presents only a portion of the disclosure required under National Instrument 51-101. All of the required information is contained in the Company’s Annual Information Form for the year ended December 31, 2024, on SEDAR+ (accessible at www.sedarplus.ca and EDGAR (accessible at www.sec.gov/edgar.shtml) and further supplemented by Material Change Reports as applicable.

FOR MORE INFORMATION ON VEREN, PLEASE CONTACT:


Sarfraz Somani
, Manager, Investor Relations

Telephone: (403) 693-0020 Toll-free (US and Canada): 888-693-0020

Address: Veren Inc. Suite 2000, 585 – 8th Avenue S.W. Calgary AB  T2P 1G1

www.vrn.com 

Veren shares are traded on the Toronto Stock Exchange and New York Stock Exchange under the symbol VRN.

Cision View original content:https://www.prnewswire.com/news-releases/veren-announces-q4–full-year-2024-results-302386697.html

SOURCE Veren Inc.

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TORONTO
, Feb. 27, 2025 /PRNewswire/ – Denison Mines Corp. (“Denison” or the “Company“) (TSX: DML) (NYSE American: DNN) is pleased to announce that the Canadian Nuclear Safety Commission (“CNSC“) Registrar has set the schedule for the CNSC public hearing (“Hearing“) for the Wheeler River Uranium Project (“Wheeler River“, or the “Project“). The Hearing is scheduled to be held in two parts (October 8, 2025, and December 8 to 12, 2025) and represents the final step in the federal approval process for the Project’s Environmental Assessment (“EA“) and Licence to Prepare and Construct a Uranium Mine and Mill (“Licence“). View PDF Version

Based on this schedule, if the CNSC makes a prompt decision to approve the Project following the completion of the Hearing, the Company expects to be able to commence site preparation and construction activities for the Phoenix In-Situ Recovery (“ISR“) project in early 2026.

The announcement of the Hearing schedule follows the successful completion of multiple key regulatory milestones in late 2024, including (i) completion of the technical review phase of the federal EA approval process in November, (ii) acceptance by the CNSC of the Company’s final Environmental Impact Statement (“EIS“) for the Project in December, and (iii) the CNSC’s determination of the sufficiency of Denison’s Licence application, also in November. These accomplishments indicate that the CSNC staff support the advancement of the Project and are transitioning their efforts to prepare an evidence-based summary report for the Commission members that will govern the Hearing and render their decision on the EA and Licence once the Hearing is complete. 

David Cates, President and CEO of Denison commented, “The scheduling of the Hearing and acceptance of the final federal EIS by the CNSC represent significant additional achievements for Denison in our efforts to obtain the regulatory approvals necessary to commence construction of the Phoenix ISR uranium mining operation. Importantly, obtaining clarity on the Hearing schedule significantly reduces uncertainty regarding the timeline for Federal project approvals and allows our operations team to finalize our construction planning efforts with greater precision. With the potential to commence construction in early 2026, we expect to be able to maintain our target of achieving first production from Phoenix by the first half of 2028.”

About Denison

Denison is a leading uranium mining, development, and exploration company with interests focused in the Athabasca Basin region of northern Saskatchewan, Canada. Denison has an effective 95% interest in its flagship Wheeler River Uranium Project, which is the largest undeveloped uranium project in the infrastructure rich eastern portion of the Athabasca Basin region of northern Saskatchewan. In mid-2023, the Phoenix feasibility study was completed for the Phoenix deposit as an ISR mining operation, and an update to the previously prepared 2018 Pre-Feasibility Study (‘PFS’) was completed for Wheeler River’s Gryphon deposit as a conventional underground mining operation. Based on the respective studies, both deposits have the potential to be competitive with the lowest cost uranium mining operations in the world. Permitting efforts for the planned Phoenix ISR operation commenced in 2019 and several notable milestones were achieved in 2024 with the submission of federal licensing documents and the acceptance of the final form of the project’s Environmental Impact Statement by the Province of Saskatchewan and the Canadian Nuclear Safety Commission.

Denison’s interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake Joint Venture (‘MLJV’), which includes unmined uranium deposits (planned for extraction via the MLJV’s SABRE mining method starting in 2025) and the McClean Lake uranium mill (currently utilizing a portion of its licensed capacity to process the ore from the Cigar Lake mine under a toll milling agreement), plus a 25.17% interest in the Midwest Joint Venture (‘MWJV’)’s Midwest Main and Midwest A deposits, and a 69.44% interest in the Tthe Heldeth Túé (‘THT’) and Huskie deposits on the Waterbury Lake Property (
‘Waterbury’
). The Midwest Main, Midwest A, THT and Huskie deposits are located within 20 kilometres of the McClean Lake mill. Taken together, Denison has direct ownership interests in properties covering ~384,000 hectares in the Athabasca Basin region.

Additionally, through its 50% ownership of JCU (Canada) Exploration Company, Limited (‘JCU’), Denison holds interests in various uranium project joint ventures in Canada, including the Millennium project (JCU, 30.099%), the Kiggavik project (JCU, 33.8118%) and Christie Lake (JCU, 34.4508%).

In 2024, Denison celebrated its 70th year in uranium mining, exploration, and development, which began in 1954 with Denison’s first acquisition of mining claims in the Elliot Lake region of northern Ontario.

Follow Denison on Twitter @DenisonMinesCo

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 

Certain information contained in this press release constitutes ‘forward-looking information’, within the meaning of the applicable United States and Canadian legislation concerning the business, operations and financial performance and condition of Denison. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as ‘plans’, ‘expects’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’, or the negatives and/or variations of such words and phrases, or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’ or ‘will be taken’, ‘occur’, ‘be achieved’ or ‘has the potential to’.

In particular, this press release contains forward-looking information pertaining to the Company’s expectations with respect to the Hearing and the EA and Licensing process, development plans for Wheeler River and the proposed ISR operation for the Phoenix deposit; expectations regarding Denison’s joint venture ownership interests; and expectations regarding the objectives and continuity of its agreements with third parties. Statements relating to ‘mineral reserves’ or ‘mineral resources’ are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future.

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements. For example, the results of the Hearing may not be as anticipated. In addition, Denison may decide or otherwise be required to discontinue development work if it is unable to maintain or otherwise secure the necessary approvals or resources (such as testing facilities, capital funding, etc.). Denison believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be accurate and results may differ materially from those anticipated in this forward-looking information. For a discussion in respect of risks and other factors that could influence forward-looking events, please refer to the factors discussed in the Company’s Annual Information Form dated March 28, 2024 under the heading ‘Risk Factors’. These factors are not, and should not be, construed as being exhaustive.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking information contained in this press release is expressly qualified by this cautionary statement. Any forward-looking information and the assumptions made with respect thereto speaks only as of the date of this press release. Denison does not undertake any obligation to publicly update or revise any forward-looking information after the date of this press release to conform such information to actual results or to changes in Denison’s expectations except as otherwise required by applicable legislation.

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SOURCE Denison Mines Corp.

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VIAVI, AT&T and Verizon Announce Collaboration to Accelerate Testing of Open RAN

PR Newswire


CHANDLER, Ariz.
, Feb. 27, 2025 /PRNewswire/ — VIAVI Solutions Inc. (VIAVI) (NASDAQ: VIAV) today announced a strategic partnership between VIAVI Automated Lab-as-a-Service for Open RAN (VALOR™) and the Acceleration of Compatibility and Commercialization for Open RAN Deployments (ACCoRD) project led by AT&T and Verizon. As co-grantees of the U.S. National Telecommunications and Information Administration (NTIA) Public Wireless Supply Chain Innovation Fund, VALOR and ACCoRD will collaborate on Open RAN testing initiatives to further the adoption of open and interoperable network components, strengthen global supply chain resiliency and lower barriers to entry for new Open RAN players.

VIAVI will initially supply ACCoRD labs at Iowa State University and Rutgers University with the NITRO® Wireless Open RAN Test Suite, supported by the VIAVI Automation Management and Orchestration System (VAMOS). In addition, VALOR’s full suite of O-RAN tests will be available to customers referred to the VALOR lab by ACCoRD. Equipment and services will also be provided to an additional lab at the University of Texas at Dallas in 2026 to support preparation for ACCoRD test service sustainability beyond the grant period.

“At AT&T, we are dedicated to driving technological innovation and enhancing network performance,” said Robert Soni, Vice President, RAN Technology, AT&T. “Collaborating with VIAVI and Verizon through the ACCoRD project allows us to advance our Open RAN initiatives, ultimately benefiting our stakeholders with improved network capabilities and greater flexibility.”

“Verizon has been driving the adoption of O-RAN for years by being a leading voice in developing and adopting O-RAN standards, paving the way for greater competition, innovation, and cost savings in the telecommunications industry,” said Steven Rice, Vice President, Network Planning, Verizon. “Through collaboration with VIAVI and AT&T in the ACCoRD labs, we expect to accelerate Open RAN networks with improved resilience and network performance that benefit operators and customers.”

“We are delighted to support ACCoRD with testbeds through our VALOR lab and the integration of our end-to-end Open RAN portfolio at the consortium’s laboratories,” said Oleg Khaykin, President and CEO, VIAVI Solutions. “With this collaboration, VALOR is well positioned to contribute to the evolution of Open RAN testing as it becomes more automated, cloud-based and efficient.”

VALOR is a hybrid Lab-as-a-Service and Test-as-a-Service lab based on VIAVI’s NITRO® Wireless test portfolio. It is designed to manage and support 5G and Open RAN deployments that would benefit from access to tools and expert staff with a minimal ramp-up time.

ACCoRD is a consortium led by AT&T and Verizon and includes NTT DOCOMO and Reliance Jio as founding members. ACCoRD will be centered at an Open RAN Testing, Evaluation and R&D Center in the Dallas area, with a satellite location in the Washington, D.C. area, all while taking advantage of the expertise of academic members of the consortium, including University of Texas at Dallas, Virginia Tech, Northeastern University, Iowa State University and Rutgers University.

About VIAVI

VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions for telecommunications, cloud, enterprises, first responders, military, aerospace and railway. VIAVI is also a leader in light management technologies for 3D sensing, anti-counterfeiting, consumer electronics, industrial, automotive, government and aerospace applications. Learn more about VIAVI at www.viavisolutions.com. Follow us on VIAVI Perspectives, LinkedIn and YouTube.

Media Inquiries:

Grand Bridges
Emma Jenkins
[email protected]
+1 415 800 4529

 

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SOURCE VIAVI Solutions

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Nuvalent Outlines Pipeline and Business Progress, Reiterates Key Anticipated Milestones, and Reports Fourth Quarter and Full Year 2024 Financial Results

PR Newswire

Topline pivotal data expected in 2025 for both TKI pre-treated ROS1-positive and TKI pre-treated ALK-positive NSCLC populations

First NDA submission planned for mid-year 2025 towards potential first approval in 2026 for zidesamtinib in TKI pre-treated ROS1-positive NSCLC population

Development strategies in place for TKI-naïve populations, including planned initiation of ALKAZAR Phase 3 randomized, controlled trial of neladalkib for front-line ALK-positive NSCLC in first half of 2025

Implemented global Expanded Access Programs for zidesamtinib and neladalkib, in line with goal of prioritizing patient access


CAMBRIDGE, Mass.
, Feb. 27, 2025 /PRNewswire/ — Nuvalent, Inc. (Nasdaq: NUVL), a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for clinically proven kinase targets in cancer, today outlined pipeline and business progress, reiterated key anticipated milestones,  and reported fourth quarter and full year 2024 financial results.

“The efficient execution by the Nuvalent team to date reflects a shared sense of urgency driven by patient need for additional treatment options – a need that we believe has been clearly demonstrated by the robust enrollment momentum in our ARROS-1 and ALKOVE-1 trials,” said Darlene Noci, A.L.M., Chief Development Officer at Nuvalent. “We believe we are on track to report pivotal data for TKI pre-treated patients from both trials this year and to submit our first NDA by mid-year 2025.”

Ms. Noci continued, “In parallel to advancing initial registration paths for zidesamtinib and neladalkib for TKI pre-treated patients, we continue to work with regulators towards our goal of bringing new therapies to all patients with ROS1-positive or ALK-positive NSCLC. Development programs for TKI-naïve patients are underway for both our ROS1 and ALK programs. To ensure patient access to these therapies, we are also pleased to announce the recent launch of global Expanded Access Programs for patients who are eligible and have no other treatment options outside of a clinical trial.”

“As we transition towards becoming a fully integrated commercial-stage biopharmaceutical company, we reiterate our commitment to meeting the medical needs of patients by advancing our programs as quickly as possible,” said James Porter, Ph.D., Chief Executive Officer at Nuvalent. “This is an important time for Nuvalent and with a steady cadence of anticipated milestones across our pipeline this year, a strong balance sheet and a dedicated and proven team at the helm, we believe we are well-positioned to deliver on our near-, mid- and long-term goals.”

Recent Pipeline Progress and Anticipated Milestones

ROS1 Program

  • Nuvalent has implemented a global Expanded Access Program (EAP) for zidesamtinib for eligible patients with locally advanced or metastatic ROS1-positive non-small cell lung cancer (NSCLC) who have previously received at least one prior ROS1 tyrosine kinase inhibitor (TKI) and lack satisfactory therapeutic alternatives and are unable to access zidesamtinib through a clinical trial.
  • As of December 31, 2024, a total of 430 patients had been enrolled in the Phase 1 and Phase 2 portions of the ongoing ARROS-1 Phase 1/2 trial of zidesamtinib for patients with advanced ROS1-positive NSCLC and other solid tumors, which is designed with registrational intent for TKI pre-treated and TKI-naïve patients with advanced ROS1-positive NSCLC. The company expects to report pivotal data for TKI pre-treated patients with advanced ROS1-positive NSCLC in the first half of 2025 in support of an anticipated New Drug Application (NDA) submission by mid-year 2025, with an initial target indication of TKI pre-treated patients with advanced ROS1-positive NSCLC. The company plans to continue engagement with the U.S. Food and Drug Administration (FDA) on accelerated opportunities towards a potential line-agnostic indication supported by the ongoing TKI-naïve cohort in the Phase 2 portion of the ARROS-1 trial.

ALK Program

  • Nuvalent has implemented a global EAP for neladalkib for eligible patients with locally advanced or metastatic ALK-positive NSCLC who have previously received lorlatinib or a second-generation ALK TKI and lack satisfactory therapeutic alternatives and are unable to access neladalkib through a clinical trial.
  • As of December 31, 2024, a total of 596 patients had been enrolled in the Phase 1 and Phase 2 portions of the ongoing ALKOVE-1 Phase 1/2 trial of neladalkib for patients with advanced ALK-positive NSCLC and other solid tumors, which is designed with registrational intent for TKI pre-treated patients. The company expects to report pivotal data for TKI pre-treated patients with advanced ALK-positive NSCLC by year-end 2025.
  • Nuvalent plans to initiate the ALKAZAR Phase 3 trial, its front-line development strategy for the company’s ALK program, in the first half of 2025. The Phase 3 ALKAZAR trial will be a global, randomized, controlled trial designed to evaluate neladalkib versus the current standard of care for the treatment of patients with TKI-naïve ALK-positive NSCLC. Patients will be randomized 1:1 to receive neladalkib monotherapy or ALECENSA® (alectinib) monotherapy, reflecting input from collaborating physician-scientists and alignment with the FDA.

HER2 Program

  • Enrollment is ongoing in the HEROEX-1 Phase 1a/1b clinical trial evaluating the overall safety and tolerability of NVL-330 for pre-treated patients with HER2-altered NSCLC. Additional objectives include determination of the recommended Phase 2 dose, characterization of NVL-330’s pharmacokinetic profile, and preliminary evaluation of anti-tumor activity. The company expects to continue to progress the HEROEX-1 trial throughout 2025.

Business Updates

  • Appointed Grant Bogle to Board of Directors: As previously announced, Nuvalent appointed Grant Bogle to its board of directors in December 2024. Mr. Bogle brings nearly four decades of proven leadership in building and growing biotechnology companies to the Nuvalent board. Throughout his career, he has served in senior leadership roles at several specialty pharmaceutical and biotechnology companies and worked alongside oncologists as part of the leadership of U.S. Oncology, the largest network of community oncology practices in the United States. He has a proven track record of success in the field of oncology and has guided numerous products from early-stage development to commercialization. Most recently, Mr. Bogle was the Chief Executive Officer at Epizyme, Inc., and oversaw the 2022 acquisition of the company by Ipsen. Prior to that, Mr. Bogle was Senior Vice President and Chief Commercial Officer of TESARO, which was acquired by GlaxoSmithKline in 2018. Earlier, he served as Senior Vice President of Pharmaceutical and Biotech Solutions at McKesson Specialty Health (formerly U.S. Oncology).

Fourth Quarter and Full Year 2024 Financial Results

  • Cash Position: Cash, cash equivalents and marketable securities were $1.1 billion as of December 31, 2024. Nuvalent continues to believe that its existing cash, cash equivalents and marketable securities will be sufficient to fund its current operating plan into 2028.
  • R&D Expenses: Research and development (R&D) expenses were $69.4 million for the fourth quarter of 2024 and $217.8 million for the year ended December 31, 2024.
  • G&A Expenses: General and administrative (G&A) expenses were $16.9 million for the fourth quarter of 2024 and $62.6 million for the year ended December 31, 2024.
  • Net Loss: Net loss was $74.8 million for the fourth quarter of 2024 and $260.8 million for the year ended December 31, 2024.

About Nuvalent
Nuvalent, Inc. (Nasdaq: NUVL) is a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for patients with cancer, designed to overcome the limitations of existing therapies for clinically proven kinase targets. Leveraging deep expertise in chemistry and structure-based drug design, we develop innovative small molecules that have the potential to overcome resistance, minimize adverse events, address brain metastases, and drive more durable responses. Nuvalent is advancing a robust pipeline with investigational candidates for ROS1-positive, ALK-positive, and HER2-altered non-small cell lung cancer, and multiple discovery-stage research programs.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, implied and express statements regarding Nuvalent’s strategy, business plans, and focus; Nuvalent’s estimated cash runway; the expected timing of data announcements, clinical trial initiations, FDA submissions and potential product approval; the clinical development programs for zidesamtinib, neladalkib and NVL-330; the timing of the ALKAZAR trial; the potential clinical effects of Nuvalent’s product development candidates; the design and enrollment of Nuvalent’s clinical trials, including for ARROS-1 and ALKOVE-1 their intended pivotal registration-directed design; the potential of Nuvalent’s pipeline programs, including zidesamtinib, neladalkib and NVL-330; the implications of data readouts and presentations; timing and content of potential discussions with FDA regarding potential accelerated approval pathways; Nuvalent’s potential buildout of a commercial infrastructure; Nuvalent’s research and development programs for the treatment of cancer; and risks and uncertainties associated with drug development. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “aim,” “goal,” “intend,” “believe,” “expect,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target” or the negative of these terms and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Drug development and commercialization involve a high degree of risk, and only a small number of research and development programs result in commercialization of a product. You should not place undue reliance on these statements or the scientific data presented.

Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties, and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation: risks that Nuvalent may not fully enroll its clinical trials or that enrollment will take longer than expected; unexpected concerns that may arise from additional data, analysis, or results obtained during preclinical studies and clinical trials; the risk that results of earlier clinical trials may not be predictive of the results of later-stage clinical trials; the risk that data from our clinical trials may not be sufficient to support registration and that Nuvalent may be required to conduct one or more additional studies or trials prior to seeking registration of our zidesamtinib or neladalkib product candidates; risks that Nuvalent may not achieve the goals and milestones set forth in its OnTarget 2026 operating plan; the occurrence of adverse safety events; risks that the FDA may not approve our potential products on the timelines we expect, or at all; risks of unexpected costs, delays, or other unexpected hurdles; risks that Nuvalent may not be able to nominate drug candidates from its discovery programs; the direct or indirect impact of public health emergencies or global geopolitical circumstances on the timing and anticipated timing and results of Nuvalent’s clinical trials, strategy, and future operations, including the ARROS-1, ALKOVE-1, ALKAZAR and HEROEX-1 trials; the timing and outcome of Nuvalent’s planned interactions with regulatory authorities; and risks related to obtaining, maintaining, and protecting Nuvalent’s intellectual property. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in Nuvalent’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, as well as any prior and subsequent filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent Nuvalent’s views only as of today and should not be relied upon as representing its views as of any subsequent date. Nuvalent explicitly disclaims any obligation to update any forward-looking statements.

 


CONSOLIDATED STATEMENTS OF OPERATIONS


(In thousands, except share and per share amounts)


(Unaudited)


Three Months Ended December 31,


Year ended December 31,


2024


2023


2024


2023

Operating expenses

Research and development

$                 69,423

$                 35,585

$               217,774

$               113,243

General and administrative

16,876

10,852

62,594

36,249

Total operating expenses

86,299

46,437

280,368

149,492

Loss from operations

(86,299)

(46,437)

(280,368)

(149,492)

Other income (expense)

Change in fair value of related party revenue share liability

(1,340)

—

(17,940)

—

Interest income and other income (expense), net

13,047

8,145

38,316

23,273

Total other income (expense), net

11,707

8,145

20,376

23,273

Loss before income taxes

(74,592)

(38,292)

(259,992)

(126,219)

Income tax provision

171

—

764

—

Net loss

$              (74,763)

$              (38,292)

$            (260,756)

$             (126,219)

Net loss per share attributable to common stockholders, basic and diluted

$                  (1.05)

$                  (0.62)

$                  (3.93)

$                   (2.17)

Weighted average shares of common stock outstanding, basic and diluted

71,156,489

62,183,325

66,408,807

58,223,339

 


SELECTED BALANCE SHEET DATA


(In thousands)


(Unaudited)


December 31,


2024


2023

Cash, cash equivalents and marketable securities

$               1,118,302

$                 719,905

Working capital

$               1,078,428

$                 694,665

Total assets

$               1,141,752

$                 732,384

Total liabilities

$                    71,960

$                   31,823

Total stockholders’ equity

$               1,069,792

$                 700,561

 

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SOURCE Nuvalent, Inc.

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Viatris Maintains Dividend Policy for 2025 and Announces Quarterly Dividend

PR Newswire


PITTSBURGH
, Feb. 27, 2025 /PRNewswire/ — Viatris Inc. (NASDAQ: VTRS) today announced that on February 24, 2025, its Board of Directors approved a 2025 dividend policy of 48 cents ($0.48) per share and declared a quarterly dividend of 12 cents ($0.12) for each issued and outstanding share of the Company’s common stock. The dividend is payable on March 18, 2025, to shareholders of record at the close of business on March 10, 2025. This marks the fifth consecutive year the Company has paid a dividend.

About Viatris

Viatris Inc. (NASDAQ: VTRS) is a global healthcare company uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally. With a mission to empower people worldwide to live healthier at every stage of life, we provide access at scale, currently supplying high-quality medicines to approximately 1 billion patients around the world annually and touching all of life’s moments, from birth to the end of life, acute conditions to chronic diseases. With our exceptionally extensive and diverse portfolio of medicines, a one-of-a-kind global supply chain designed to reach more people when and where they need them, and the scientific expertise to address some of the world’s most enduring health challenges, access takes on deep meaning at Viatris. We are headquartered in the U.S., with global centers in Pittsburgh, Shanghai and Hyderabad, India. Learn more at viatris.com and investor.viatris.com, and connect with us on LinkedIn, Instagram, YouTube and X (formerly Twitter).

Forward-Looking Statements
This press release includes statements that constitute “forward-looking statements.” These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward looking statements may include statements regarding Viatris’ 2025 dividend policy of 48 cents ($0.48) per share and Viatris declaring a quarterly dividend of 12 cents ($0.12) for each issued and outstanding share of the Company’s common stock payable on March 18, 2025 to shareholders of record at the close of business on March 10, 2025. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: actions and decisions of healthcare and pharmaceutical regulators; our ability to comply with applicable laws and regulations; changes in healthcare and pharmaceutical laws and regulations in the U.S. and abroad; any regulatory, legal or other impediments to Viatris’ ability to bring new products to market; Viatris’ or its partners’ ability to develop, manufacture, and commercialize products; the scope, timing and outcome of any ongoing legal proceedings, and the impact of any such proceedings; Viatris’ failure to achieve expected or targeted future financial and operating performance and results; risks associated with international operations; changes in third-party relationships; the effect of any changes in Viatris’ or its partners’ customer and supplier relationships and customer purchasing patterns; the impacts of competition; changes in the economic and financial conditions of Viatris or its partners; uncertainties and matters beyond the control of management, including general economic conditions, inflation and exchange rates; and the other risks described in Viatris’ filings with the Securities and Exchange Commission (SEC). Viatris routinely uses its website as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg FD). Viatris undertakes no obligation to update these statements for revisions or changes after the date of this press release other than as required by law.

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SOURCE Viatris Inc.

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GFL Environmental Inc. Announces Commencement of Share Repurchase Program

PR Newswire


VAUGHAN, ON
, Feb. 27, 2025 /PRNewswire/ – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) today announced that the Toronto Stock Exchange (“TSX”) has accepted the Company’s notice of intention to commence a normal course issuer bid (the “NCIB”) for the 12-month period commencing on March 3, 2025 and ending no later than March 2, 2026. The NCIB will be conducted through the facilities of the TSX and the New York Stock Exchange (“NYSE”) or alternative Canadian and U.S. trading systems, if eligible.

The NCIB only relates to subordinate voting shares, of which GFL had 381,570,455 subordinate voting shares issued and outstanding as of February 18, 2025. Under the NCIB, a maximum of 28,046,256 subordinate voting shares (representing 10% of the public float (the “Public Float”) determined in accordance with TSX requirements as at February 18, 2025) may be repurchased by GFL. All subordinate voting shares repurchased by GFL under the NCIB will be cancelled.

“On January 7, 2025, we announced the sale of our Environmental Services businesses which we expect to close effective March 1, 2025,” said Patrick Dovigi, Founder and CEO of GFL.  “We have allocated up to $2.25 billion of the net proceeds from the transaction to opportunistically repurchase our subordinate voting shares. We expect to use the majority of these proceeds to purchase shares held by our sponsor shareholders, with the balance to be used for open market purchases under our normal course issuer bid.”

Purchases under the NCIB may be made by means of open market transactions, including through an automatic share purchase plan, privately negotiated transactions or such other means as a securities regulatory authority may permit. In accordance with TSX rules, any daily repurchases would be limited to a maximum of 64,492 subordinate voting shares, which represents 25% of the average daily trading volume on the TSX of 257,968 subordinate voting shares for the period from August 1, 2024 to January 31, 2025. The TSX rules also allow the Company to purchase, once a week, a block of subordinate voting shares not owned by any insiders, which may exceed such daily limit. The specific method, timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations.

Pursuant to exemptive relief granted by the Ontario Securities Commission (“OSC”) to the Company on February 26, 2025, GFL is allowed to purchase up to 10% of its Public Float through the facilities of the NYSE and other U.S.-based trading systems as part of any NCIB implemented in the 36 months following the date of the decision, and will therefore not be limited on such trading platforms to purchasing 5% of its outstanding subordinate voting shares at the beginning of any 12-month period as Canadian securities laws would otherwise provide. A copy of the decision from the OSC has been filed under GFL’s SEDAR+ profile at www.sedarplus.ca.

Subject to receiving exemptive relief from applicable securities regulatory authorities, GFL may also acquire subordinate voting shares through privately negotiated transactions. GFL expects that any private purchase made under an exemption order issued by a securities regulatory authority would be at a discount to the prevailing market price.

Under GFL’s NCIB for the 12-month period that began on May 12, 2023 and ended on May 11, 2024, GFL was authorized to repurchase up to 17,867,120 subordinate voting shares, or 5% of its then issued and outstanding subordinate voting shares. No subordinate voting shares were repurchased thereunder.

About GFL

GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of solid waste management, liquid waste management and soil remediation services through its platform of facilities throughout Canada and in more than half of the U.S. states. Across its organization, GFL has a workforce of more than 20,000 employees.

Cautionary Note Regarding Forward-Looking Statements 

This release includes certain “forward-looking statements”, including statements relating to the NCIB and the intended purchase for cancellation of subordinate voting shares of the Company thereunder, the methods by which any such purchases will be made, statements about the Company’s beliefs and expectations, and the timing of any of the foregoing. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by GFL as of the date of this release, are subject to inherent uncertainties, risks, changes in circumstances, and other important factors that may cause actual results to differ materially from those contemplated by the forward-looking statements, including but not limited to certain assumptions about our ability to complete the sale of the Environmental Services business on existing terms and to use the proceeds of any such sale for potential share repurchases. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the factors described in the “Risk Factors” section of GFL’s annual information form for the 2024 fiscal year filed on Form 40-F and GFL’s other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. These factors are not intended to represent a complete list of the factors that could affect GFL. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. GFL undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws. Purchases made under the NCIB will be subject to various factors, including GFL’s capital and liquidity positions, debt covenant restrictions, accounting and regulatory considerations, GFL’s financial and operational performance, alternative uses of capital, the trading price of GFL’s subordinate voting shares and general market conditions. The NCIB does not obligate GFL to acquire a specific dollar amount or number of shares and may be extended, modified, or discontinued at any time at the Company’s discretion.

For more information:

Patrick Dovigi
+1 905 326-0101
 [email protected]

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/gfl-environmental-inc-announces-commencement-of-share-repurchase-program-302387288.html

SOURCE GFL Environmental Inc.

Posted on

First Advantage Reports Fourth Quarter and Full Year 2024 Results

Completed Acquisition of Sterling; Issues Full Year 2025 Guidance

Full Year 2024 Highlights

1

  • Revenues of $860.2 million
  • Net Loss of $(110.3) million, a net loss margin of (12.8)%, includes $130.5 million of expenses incurred related to the acquisition of Sterling Check Corp. (“Sterling”)
  • Adjusted Net Income of $123.7 million
  • Adjusted EBITDA of $249.3 million; Adjusted EBITDA Margin of 29.0%
  • GAAP Diluted Net Loss Per Share of $(0.74), includes $0.66 per share of expenses incurred related to the Sterling acquisition
  • Adjusted Diluted Earnings Per Share of $0.82
  • Cash Flows from Operations of $28.2 million; Adjusted Operating Cash Flows of $164.5 million, after adjusting for $136.3 million of cash costs directly associated with the Sterling acquisition
  • Closed the Sterling acquisition on October 31, 2024, which was first announced on February 29, 2024

Fourth Quarter 2024 Highlights

1

  • Revenues of $307.1 million
  • Net Loss of $(100.4) million, a net loss margin of (32.7)%, includes $97.1 million of expenses incurred related to the acquisition of Sterling
  • Adjusted Net Income of $30.2 million
  • Adjusted EBITDA of $82.9 million; Adjusted EBITDA Margin of 27.0%
  • GAAP Diluted Net Loss Per Share of $(0.62), includes $0.43 per share of expenses incurred related to the Sterling acquisition
  • Adjusted Diluted Earnings Per Share of $0.18
  • Cash Flows from Operations of $(85.7) million; Adjusted Operating Cash Flows of $39.4 million, after adjusting for $125.1 million of cash costs directly associated with the Sterling acquisition

Full Year 2025 Guidance

  • Introducing full year 2025 guidance ranges, including the expected benefits of synergies, for Revenues of $1.5 billion to $1.6 billion, Adjusted EBITDA of $410 million to $450 million, Adjusted Net Income of $152 million to $182 million, and Adjusted Diluted Earnings Per Share of $0.86 to $1.032

ATLANTA, Feb. 27, 2025 (GLOBE NEWSWIRE) — First Advantage Corporation (NASDAQ: FA), a leading global provider of employment background screening, identity, and verification solutions, today announced financial results for the fourth quarter and full year ended December 31, 2024.

Key Financials

(Amounts in millions, except per share data and percentages)

    Three Months Ended

December 31, 		    Year Ended

December 31, 		 
    2024     2023     2024     2023  
Revenues   $ 307.1     $ 202.6     $ 860.2     $ 763.8  
(Loss) income from operations   $ (80.7 )   $ 29.4     $ (62.4 )   $ 81.5  
Net (loss) income   $ (100.4 )   $ 14.8     $ (110.3 )   $ 37.3  
Net (loss) income margin     (32.7 )%     7.3 %     (12.8 )%     4.9 %
Diluted net (loss) income per share   $ (0.62 )   $ 0.10     $ (0.74 )   $ 0.26  
Adjusted EBITDA1   $ 82.9     $ 68.2     $ 249.3     $ 237.6  
Adjusted EBITDA Margin1     27.0 %     33.7 %     29.0 %     31.1 %
Adjusted Net Income1   $ 30.2     $ 42.6     $ 123.7     $ 145.8  
Adjusted Diluted Earnings Per Share1   $ 0.18     $ 0.29     $ 0.82     $ 1.00  

1 Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, and Adjusted Operating Cash Flow are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of these measures to their most directly comparable respective GAAP measures.

“2024 was a milestone year for First Advantage as we advanced our strategy with the transformational acquisition of Sterling,” said Scott Staples, Chief Executive Officer. “We are progressing well on our integration efforts, actioning and realizing our synergy targets, and accelerating our strategic execution, all while enabling a seamless experience for customers. We have already actioned $20 million in run rate cost synergies, and we are pleased to announce that we have updated our run rate synergy target range from $50 million to $70 million previously to $60 million to $70 million. Alongside our efforts on the transaction, we have been refining our updated strategy that prioritizes growth and innovation of our business through new technologies, AI, and product initiatives.”

“For the full year and fourth quarter of 2024, we delivered solid results amid an uncertain macroeconomic environment. Considering the pre-acquisition results from Sterling, the combined company generated approximately $1.51 billion of revenues and nearly $397 million of Adjusted EBITDA in 2024. The combination of upsell, cross-sell, and new logo growth rates for the year for both First Advantage and Sterling performed in line with the respective historical revenue growth algorithms, and our team continued to demonstrate outstanding execution with important new logo and upsell bookings,” Staples concluded.

Full Year 2025 Guidance

“We are introducing our full year 2025 guidance, which includes our increased scale with the acquisition of Sterling and the expected benefits of synergies,” commented Steven Marks, Chief Financial Officer. “Our full year 2025 guidance ranges reflect the realization of synergies already actioned or expected to be actioned in 2025, our prudent posture towards growth in 2025 due in part to our expectation that base will remain a headwind through the middle of the year as we fully lap prior year base declines, and our latest view of the macroeconomic environment and labor market. In the year ahead, we plan to maintain our product and customer focus while continuing the integration process, maintaining customer continuity, actioning synergies, and reducing net leverage.”

The following table summarizes our full year 2025 guidance.

  As of February 27, 2025
Revenues $1.5 billion – $1.6 billion
Adjusted EBITDA2 $410 million – $450 million
Adjusted Net Income2 $152 million – $182 million
Adjusted Diluted Earnings Per Share2 $0.86 – $1.03

2 A reconciliation of the foregoing guidance for the non-GAAP metrics of Adjusted EBITDA and Adjusted Net Income to GAAP net (loss) income and Adjusted Diluted Earnings Per Share to GAAP diluted net (loss) income per share cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.

Actual results may differ materially from First Advantage’s full-year 2025 guidance as a result of, among other things, the factors described under “Forward-Looking Statements” below.

Conference Call and Webcast Information

First Advantage will host a conference call to review its fourth quarter and full year 2024 results today, February 27, 2025, at 8:30 a.m. ET.

To participate in the conference call, please dial 800-445-7795 (domestic) or 785-424-1699 (international) approximately ten minutes before the 8:30 a.m. ET start. Please mention to the operator that you are dialing in for the First Advantage fourth quarter and full year 2024 earnings call or provide the conference code FA4Q24. The call will also be webcast live on the Company’s investor relations website at https://investors.fadv.com under the “News & Events” and then “Events & Presentations” section, where related presentation materials will be posted prior to the conference call.

Following the conference call, a replay of the webcast will be available on the Company’s investor relations website, https://investors.fadv.com. Alternatively, the live webcast and subsequent replay will be available at https://event.on24.com/wcc/r/4818015/A54E8C5466B3E71E29525C125548AFA6.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. In some cases, you can identify these forward-looking statements by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” “target,” “guidance,” the negative version of these words, or similar terms and phrases.

These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Such risks and uncertainties include, but are not limited to, the following:

  • negative changes in external events beyond our control, including our customers’ onboarding volumes, economic drivers which are sensitive to macroeconomic cycles, such as interest rate volatility and inflation, geopolitical unrest, and uncertainty in financial markets;
  • our operations in a highly regulated industry and the fact that we are subject to numerous and evolving laws and regulations, including with respect to personal data, data security, and artificial intelligence;
  • inability to identify and successfully implement our growth strategies on a timely basis or at all;
  • potential harm to our business, brand, and reputation as a result of security breaches, cyber-attacks, or the mishandling of personal data;
  • our reliance on third-party data providers;
  • due to the sensitive and privacy-driven nature of our products and solutions, we could face liability and legal or regulatory proceedings, which could be costly and time-consuming to defend and may not be fully covered by insurance;
  • our international business exposes us to a number of risks;
  • the continued integration of our platforms and solutions with human resource providers such as applicant tracking systems and human capital management systems as well as our relationships with such human resource providers;
  • our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary information;
  • disruptions, outages, or other errors with our technology and network infrastructure, including our data centers, servers, and third-party cloud and internet providers and our migration to the cloud;
  • our indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and prevent us from meeting our obligations;
  • the failure to realize the expected benefits of our acquisition of Sterling Check Corp.; and
  • control by our Sponsor, “Silver Lake” (Silver Lake Group, L.L.C., together with its affiliates, successors, and assignees) and its interests may conflict with ours or those of our stockholders.

For additional information on these and other factors that could cause First Advantage’s actual results to differ materially from expected results, please see our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in our filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is expected to be filed after this press release, which are or will be accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Non-GAAP Financial Information

This press release contains “non-GAAP financial measures” that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Specifically, we make use of the non-GAAP financial measures “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Adjusted Net Income,” “Adjusted Diluted Earnings Per Share,” “Constant Currency Revenues,” “Constant Currency Adjusted EBITDA,” and “Adjusted Operating Cash Flow.”

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Constant Currency Revenues, and Constant Currency Adjusted EBITDA have been presented in this press release as supplemental measures of financial performance that are not required by or presented in accordance with GAAP because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Constant Currency Revenues, and Constant Currency Adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Constant Currency Revenues, and Constant Currency Adjusted EBITDA are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash provided by (used in) operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP.

We define Adjusted EBITDA as net (loss) income before interest, taxes, depreciation, and amortization, and as further adjusted for loss on extinguishment of debt, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues. We define Adjusted Net Income for a particular period as net (loss) income before taxes adjusted for debt-related costs, acquisition-related depreciation and amortization, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges, to which we then apply the related effective tax rate. We define Adjusted Diluted Earnings Per Share as Adjusted Net Income divided by adjusted weighted average number of shares outstanding—diluted. We define Constant Currency Revenues as current period revenues translated using prior-year period exchange rates. We define Constant Currency Adjusted EBITDA as current period Adjusted EBITDA translated using prior-year period exchange rates.

Additionally, we use Adjusted Operating Cash Flow to review the liquidity of our operations. We define Adjusted Operating Cash Flow as cash flows from operating activities less cash costs directly associated with the Sterling acquisition. We believe Adjusted Operating Cash Flow is a useful supplemental financial measure for management and investors in assessing the Company’s ability to pursue business opportunities and investments and to service its debt. Adjusted Operating Cash Flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities.

For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures, see the reconciliations included at the end of this press release.

The presentations of these measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

Numerical figures included in the reconciliations have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

About First Advantage

First Advantage (NASDAQ: FA) is a leading global provider of employment background screening, identity, and verification solutions. Enabled by its proprietary technology, First Advantage delivers innovative services and insights that help customers mitigate risk and hire the best talent: employees, contractors, contingent workers, tenants, and drivers. Headquartered in Atlanta, Georgia, First Advantage performs screens in over 200 countries and territories on behalf of its 80,000 customers. For more information about how to hire smarter and onboard faster with First Advantage, visit the Company’s website at https://fadv.com/.

Investor Contact

Stephanie Gorman
Vice President, Investor Relations
[email protected]
(888) 314-9761

Condensed Financial Statements

First Advantage Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

    December 31,  
(in thousands, except share and per share amounts)   2024     2023  
ASSETS            
CURRENT ASSETS            
Cash and cash equivalents   $ 168,688     $ 213,774  
Restricted cash     795       138  
Accounts receivable (net of allowance for doubtful accounts of $3,832 and $1,036 at December 31, 2024 and 2023, respectively)     266,800       142,690  
Prepaid expenses and other current assets     31,041       13,426  
Income tax receivable     8,669       3,710  
Total current assets     475,993       373,738  
Property and equipment, net     307,539       79,441  
Goodwill     2,124,528       820,654  
Intangible assets, net     987,948       344,014  
Deferred tax asset, net     5,682       2,786  
Other assets     21,203       10,021  
TOTAL ASSETS   $ 3,922,893     $ 1,630,654  
LIABILITIES AND EQUITY            
CURRENT LIABILITIES            
Accounts payable   $ 120,872     $ 47,024  
Accrued compensation     52,805       16,379  
Accrued liabilities     44,700       16,162  
Current portion of long-term debt     21,850       —  
Current portion of operating lease liability     4,245       3,354  
Income tax payable     1,942       264  
Deferred revenues     4,274       1,856  
Total current liabilities     250,688       85,039  
Long-term debt (net of deferred financing costs of $41,861 and $6,268 at December 31, 2024 and 2023, respectively)     2,121,289       558,456  
Deferred tax liability, net     222,738       71,274  
Operating lease liability, less current portion     9,149       5,931  
Other liabilities     11,990       3,221  
Total liabilities     2,615,854       723,921  
EQUITY            
Common stock – $0.001 par value; 1,000,000,000 shares authorized, 173,171,145 and 145,074,802 shares issued and outstanding as of December 31, 2024 and 2023, respectively     173       145  
Additional paid-in-capital     1,504,007       977,290  
Accumulated deficit     (159,808 )     (49,545 )
Accumulated other comprehensive loss     (37,333 )     (21,157 )
Total equity     1,307,039       906,733  
TOTAL LIABILITIES AND EQUITY   $ 3,922,893     $ 1,630,654  



First Advantage Corporation

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(Unaudited)

    Interim Periods     Annual Periods  
(in thousands, except share and per share amounts)   Three Months

Ended

December 31, 2024 		    Three Months

Ended

December 31, 2023 		    Year Ended

December 31, 2024 		    Year Ended

December 31, 2023 		 
REVENUES   $ 307,124     $ 202,562     $ 860,205     $ 763,761  
                         
OPERATING EXPENSES:                        
Cost of services (exclusive of depreciation and amortization below)     168,492       101,309       448,911       386,777  
Product and technology expense     24,765       10,889       63,817       49,263  
Selling, general, and administrative expense     138,590       27,851       263,942       116,732  
Depreciation and amortization     55,951       33,132       145,919       129,473  
Total operating expenses     387,798       173,181       922,589       682,245  
(LOSS) INCOME FROM OPERATIONS     (80,674 )     29,381       (62,384 )     81,516  
                         
OTHER EXPENSE, NET:                        
Interest expense, net     23,734       12,915       51,848       33,040  
Loss on extinguishment of debt     383       —       383       —  
Total other expense, net     24,117       12,915       52,231       33,040  
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES     (104,791 )     16,466       (114,615 )     48,476  
(Benefit) provision for income taxes     (4,425 )     1,653       (4,342 )     11,183  
NET (LOSS) INCOME   $ (100,366 )   $ 14,813     $ (110,273 )   $ 37,293  
                         
Foreign currency translation (loss) income     (18,636 )     1,697       (16,176 )     1,174  
COMPREHENSIVE (LOSS) INCOME   $ (119,002 )   $ 16,510     $ (126,449 )   $ 38,467  
                         
NET (LOSS) INCOME   $ (100,366 )   $ 14,813     $ (110,273 )   $ 37,293  
Basic net (loss) income per share   $ (0.62 )   $ 0.10     $ (0.74 )   $ 0.26  
Diluted net (loss) income per share   $ (0.62 )   $ 0.10     $ (0.74 )   $ 0.26  
Weighted average number of shares outstanding – basic     162,774,306       143,167,422       148,582,226       144,083,808  
Weighted average number of shares outstanding – diluted     162,774,306       144,969,753       148,582,226       146,226,096  



First Advantage Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

    December 31,  
(in thousands)   2024     2023  
CASH FLOWS FROM OPERATING ACTIVITIES            
Net (loss) income   $ (110,273 )   $ 37,293  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:            
Depreciation and amortization     145,919       129,473  
Loss on extinguishment of debt     383       —  
Amortization of deferred financing costs     2,619       1,807  
Bad debt expense (recovery)     158       (56 )
Deferred taxes     (31,418 )     (19,497 )
Share-based compensation     31,762       15,265  
Loss on foreign currency exchange rates     —       8  
(Gain) loss on disposal of fixed assets and impairment of ROU assets     (275 )     1,608  
Change in fair value of interest rate swaps     (10,511 )     116  
Changes in operating assets and liabilities:            
Accounts receivable     20,775       2,339  
Prepaid expenses and other assets     (1,908 )     13,440  
Accounts payable     (25,450 )     (8,503 )
Accrued compensation and accrued liabilities     7,176       (9,301 )
Deferred revenues     762       788  
Operating lease liabilities     (883 )     (1,378 )
Other liabilities     (961 )     347  
Income taxes receivable and payable, net     321       (929 )
Net cash provided by operating activities     28,196       162,820  
CASH FLOWS FROM INVESTING ACTIVITIES            
Acquisitions of businesses, net of cash acquired     (1,619,812 )     (41,122 )
Purchases of property and equipment     (1,720 )     (2,085 )
Capitalized software development costs     (30,545 )     (25,614 )
Other investing activities     89       1,974  
Net cash used in investing activities     (1,651,988 )     (66,847 )
CASH FLOWS FROM FINANCING ACTIVITIES            
Borrowings from First Lien Credit Facility     1,679,093       —  
Repayments of First Lien Credit Facility     (59,200 )     —  
Payments of debt issuance costs     (38,212 )     —  
Proceeds from issuance of common stock under share-based compensation plans     14,653       4,565  
Net settlement of share-based compensation plan awards     (14,305 )     (350 )
Payments on deferred purchase agreements     (703 )     (938 )
Cash dividends paid     (255 )     (217,739 )
Share repurchases     —       (58,990 )
Payments on finance lease obligations     (6 )     (104 )
Net cash provided by (used in) financing activities     1,581,065       (273,556 )
Effect of exchange rate on cash, cash equivalents, and restricted cash     (1,702 )     (301 )
(Decrease) increase in cash, cash equivalents, and restricted cash     (44,429 )     (177,884 )
Cash, cash equivalents, and restricted cash at beginning of period     213,912       391,796  
Cash, cash equivalents, and restricted cash at end of period   $ 169,483     $ 213,912  
             
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:            
Cash paid for income taxes, net of refunds received   $ 23,388     $ 31,623  
Cash paid for interest   $ 65,767     $ 45,697  
NON-CASH INVESTING AND FINANCING ACTIVITIES:            
Property and equipment acquired on account   $ 539     $ 118  
Non-cash property and equipment additions   $ 540     $ —  
Excise taxes on share repurchases incurred but not paid   $ —     $ 490  
Dividends declared but not paid   $ —     $ 614  



Reconciliation of Consolidated Non-GAAP Financial Measures

    Three Months Ended December 31, 2024  
(in thousands)   First Advantage

Americas 		    First Advantage

International 		    Sterling     Eliminations     Total revenues  
Revenues, as reported (GAAP)   $ 172,349     $ 24,020     $ 113,068     $ (2,313 )   $ 307,124  
Foreign currency translation impact (a)     126       (415 )     —       22       (267 )
Constant currency revenues   $ 172,475     $ 23,605     $ 113,068     $ (2,291 )   $ 306,857  

    Year Ended December 31, 2024  
(in thousands)   First Advantage

Americas 		    First Advantage

International 		    Sterling     Eliminations     Total revenues  
Revenues, as reported (GAAP)   $ 658,758     $ 96,854     $ 113,068     $ (8,475 )   $ 860,205  
Foreign currency translation impact (a)     165       (663 )     —       64       (434 )
Constant currency revenues   $ 658,923     $ 96,191     $ 113,068     $ (8,411 )   $ 859,771  

(a) Constant currency revenues is calculated by translating current period amounts using prior-year period exchange rates.

    Interim Periods     Annual Periods  
(in thousands)   Three Months

Ended

December 31, 2024 		    Three Months

Ended

December 31, 2023 		    Year Ended

December 31, 2024 		    Year Ended

December 31, 2023 		 
Net (loss) income   $ (100,366 )   $ 14,813     $ (110,273 )   $ 37,293  
Interest expense, net     23,734       12,915       51,848       33,040  
(Benefit) provision for income taxes     (4,425 )     1,653       (4,342 )     11,183  
Depreciation and amortization     55,951       33,132       145,919       129,473  
Loss on extinguishment of debt     383       —       383       —  
Share-based compensation(a)     12,459       4,816       31,762       15,265  
Transaction and acquisition-related charges(b)     93,151       532       128,234       4,364  
Integration, restructuring, and other charges(c)     2,050       373       5,771       6,938  
Adjusted EBITDA   $ 82,937     $ 68,234     $ 249,302     $ 237,556  
Revenues     307,124       202,562       860,205       763,761  
Net (loss) income margin     (32.7 )%     7.3 %     (12.8 )%     4.9 %
Adjusted EBITDA Margin     27.0 %     33.7 %     29.0 %     31.1 %
Adjusted EBITDA     82,937             249,302        
Foreign currency translation impact(d)     (11 )           59        
Constant currency Adjusted EBITDA   $ 82,926           $ 249,361        
  1. Share-based compensation for the three months ended December 31, 2024 and 2023, includes approximately $3.5 million and $2.6 million, respectively, of incrementally recognized expense associated with the May 2023 vesting modification. Share-based compensation for the years ended December 31, 2024 and 2023, include approximately $13.1 million and $6.6 million, respectively, of incrementally recognized expense associated with the May 2023 vesting modification. Share-based compensation for the three months and year ended December 31, 2024 also includes approximately $2.1 million and $4.2 million, respectively, of incrementally recognized expense associated with the retirements of the Company’s former Chief Financial Officer and former President, Americas.
  2. Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Transaction and acquisition related charges for the three months ended December 31, 2024 include approximately $92.3 million of expense associated with the acquisition of Sterling, primarily consisting of $41.2 million of compensation expense attributable to converted Sterling equity awards, of which $38.9 million related to accelerated vesting for employees terminated after the acquisition, $16.5 million in debt refinancing costs, $12.4 million of legal, regulatory, integration, and diligence professional service fees, $10.7 million in post-combination restructuring expenses, $9.5 million in success-based banking fees, and $2.0 million of other one-time transaction charges. Transaction and acquisition related charges for the year ended December 31, 2024 include approximately $125.7 million of expense associated with the acquisition of Sterling, primarily consisting of $41.2 million of compensation expense attributable to converted Sterling equity awards, of which $38.9 million related to accelerated vesting for employees terminated after the acquisition, $45.8 million of legal, regulatory, integration, and diligence professional service fees, $16.5 million in debt refinancing costs, $10.7 million in post-combination restructuring expenses, $9.5 million in success-based banking fees, and $2.0 million of other one-time transaction charges. Also includes incremental professional service fees incurred related to the initial public offering.
  3. Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to nonrecurring legal exposures, foreign currency (gains) losses, (gains) losses on the sale of assets, and other non-recurring items.
  4. Constant currency Adjusted EBITDA is calculated by translating current period amounts using prior-year period exchange rates.

Reconciliation of Consolidated Non-GAAP Financial Measures (continued)

    Interim Periods     Annual Periods  
(in thousands)   Three Months

Ended

December 31, 2024 		    Three Months

Ended

December 31, 2023 		    Year Ended

December 31, 2024 		    Year Ended

December 31, 2023 		 
Net (loss) income   $ (100,366 )   $ 14,813     $ (110,273 )   $ 37,293  
(Benefit) provision for income taxes     (4,425 )     1,653       (4,342 )     11,183  
(Loss) income before provision for income taxes     (104,791 )     16,466       (114,615 )     48,476  
Debt-related costs(a)     (6,232 )     5,812       549       12,845  
Acquisition-related depreciation and amortization(b)     45,079       26,044       112,966       102,659  
Share-based compensation(c)     12,459       4,816       31,762       15,265  
Transaction and acquisition-related charges(d)     93,151       532       128,234       4,364  
Integration, restructuring, and other charges(e)     2,050       373       5,771       6,938  
Adjusted Net Income before income tax effect     41,716       54,043       164,667       190,547  
Less: Adjusted income taxes(f)     11,531       11,480       40,953       44,759  
Adjusted Net Income   $ 30,185     $ 42,563     $ 123,714     $ 145,788  

    Interim Periods     Annual Periods  
    Three Months

Ended

December 31, 2024 		    Three Months

Ended

December 31, 2023 		    Year Ended

December 31, 2024 		    Year Ended

December 31, 2023 		 
Diluted net (loss) income per share (GAAP)   $ (0.62 )   $ 0.10     $ (0.74 )   $ 0.26  
Adjusted Net Income adjustments per share                        
(Benefit) provision for income taxes     (0.03 )     0.01       (0.03 )     0.08  
Debt-related costs(a)     (0.04 )     0.04       0.00       0.09  
Acquisition-related depreciation and amortization(b)     0.27       0.18       0.75       0.70  
Share-based compensation(c)     0.08       0.03       0.21       0.10  
Transaction and acquisition-related charges(d)     0.56       0.00       0.85       0.03  
Integration, restructuring, and other charges(e)     0.02       0.00       0.05       0.05  
Adjusted income taxes(f)     (0.07 )     (0.08 )     (0.27 )     (0.31 )
Adjusted Diluted Earnings Per Share

(Non-GAAP) 		  $ 0.18     $ 0.29     $ 0.82     $ 1.00  
                         
Weighted average number of shares outstanding used in computation of Adjusted Diluted Earnings Per Share:  
Weighted average number of shares outstanding—diluted (GAAP)     162,774,306       144,969,753       148,582,226       146,226,096  
Options and restricted stock not included in weighted average number of shares outstanding—diluted (GAAP) (using treasury stock method)     3,178,548       —       2,606,405       —  
Adjusted weighted average number of shares outstanding—diluted (Non-GAAP)     165,952,854       144,969,753       151,188,631       146,226,096  
  1. Represents the non-cash interest expense related to the amortization of debt issuance costs for the 2021 February and 2024 October refinancing of the Company’s First Lien Credit Facility. This adjustment also includes the impact of the change in fair value of interest rate swaps, which represents the difference between the fair value gains or losses and actual cash payments and receipts on the interest rate swaps.
  2. Represents the depreciation and amortization expense related to incremental intangible and developed technology assets recorded due to the application of ASC 805, Business Combinations. As a result, the purchase accounting related depreciation and amortization expense will recur in future periods until the related assets are fully depreciated or amortized, and the related purchase accounting assets may contribute to revenue generation.
  3. Share-based compensation for the three months ended December 31, 2024 and 2023, includes approximately $3.5 million and $2.6 million, respectively, of incrementally recognized expense associated with the May 2023 vesting modification. Share-based compensation for the years ended December 31, 2024 and 2023, include approximately $13.1 million and $6.6 million, respectively, of incrementally recognized expense associated with the May 2023 vesting modification. Share-based compensation for the three months and year ended December 31, 2024 also includes approximately $2.1 million and $4.2 million, respectively, of incrementally recognized expense associated with the retirements of the Company’s former Chief Financial Officer and former President, Americas.
  4. Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Transaction and acquisition related charges for the three months ended December 31, 2024 include approximately $92.3 million of expense associated with the acquisition of Sterling, primarily consisting of $41.2 million of compensation expense attributable to converted Sterling equity awards, of which $38.9 million related to accelerated vesting for employees terminated after the acquisition, $16.5 million in debt refinancing costs, $12.4 million of legal, regulatory, integration, and diligence professional service fees, $10.7 million in post-combination restructuring expenses, $9.5 million in success-based banking fees, and $2.0 million of other one-time transaction charges. Transaction and acquisition related charges for the year ended December 31, 2024 include approximately $125.7 million of expense associated with the acquisition of Sterling, primarily consisting of $41.2 million of compensation expense attributable to converted Sterling equity awards, of which $38.9 million related to accelerated vesting for employees terminated after the acquisition, $45.8 million of legal, regulatory, integration, and diligence professional service fees, $16.5 million in debt refinancing costs, $10.7 million in post-combination restructuring expenses, $9.5 million in success-based banking fees, and $2.0 million of other one-time transaction charges. Also includes incremental professional service fees incurred related to the initial public offering.
  5. Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to nonrecurring legal exposures, foreign currency (gains) losses, (gains) losses on the sale of assets, and other non-recurring items.
  6. Effective tax rates of approximately 27.6% and 21.2% have been used to compute Adjusted Net Income and Adjusted Diluted Earnings Per Share for the three months ended December 31, 2024 and 2023, respectively. Effective tax rates of approximately 24.9% and 23.5%, have been used to compute Adjusted Net Income and Adjusted Diluted Earnings Per Share for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had net operating loss carryforwards of approximately $15.3 million for federal income tax purposes available to reduce future income subject to income taxes. As a result, the amount of actual cash taxes we may pay for federal income taxes differs significantly from the effective income tax rate computed in accordance with GAAP and from the normalized rate shown above.
    Interim Periods     Annual Periods  
(in thousands)   Three Months

Ended

December 31, 2024 		    Three Months

Ended

December 31, 2023 		    Year Ended

December 31, 2024 		    Year Ended

December 31, 2023 		 
Cash flows from operating activities, as reported (GAAP)   $ (85,666 )   $ 56,740     $ 28,196     $ 162,820  
Cost paid related to the Sterling acquisition     125,107       —       136,311       —  
Adjusted Operating Cash Flow   $ 39,441     $ 56,740     $ 164,507     $ 162,820