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Income News Income news can be found online in a variety of sources. Many newspapers and magazines are now offering online versions of their publications, which include articles on income and taxes. In addition, there are many websites dedicated to providing news and updates on income and taxes. These websites can provide up to date information on changes in the tax code, new tax deductions and credits, and other important topics related to income and taxes. Articles In addition to news stories, there are many articles about income and taxes available online. These articles can provide detailed information about income and taxes and provide advice on how to maximize deductions and credits. Many articles also explain the different types of income and how they are taxed. Videos There are also videos available online that explain income and taxes. These videos can provide an overview of the different types of income and how they are taxed, as well as provide tips on how to maximize deductions and credits. These videos can be helpful to those who are unfamiliar with income and taxes, or those who need a refresher on the subject.
Lendlease Global Commercial REIT Achieves 10.7%(1) Retail Rental Reversion in 1H FY2025 - ForexTV
Key Highlights Retail portfolio occupancy remained high at 99.9% while the office portfolio occupancy improved to 86.6% from 81.7% in Q1 FY2025.Lower gross revenue and net property income (“NPI”) mainly due to the absence of supplementary rent in relation to the lease restructure of Sky Complex (“Supplementary Rent”)2. On a proforma basis after adjusting3 for the Supplementary Rent, gross revenue for 1H FY2025 was 0.4% higher whilst NPI was 2.2% lower YoY.Higher finance costs in 1H FY2025 mainly due to the replacement of EURIBOR interest rate hedge at a higher rate in October 2023.Lower distributable income and distribution per unit (“DPU”) primarily driven by higher finance costs, lower NPI and an enlarged unit base.Obtained sustainability-linked loan facilities4 to derisk debt refinancing in 2025.Construction commenced at the multifunctional event space adjacent to 313@somerset. SINGAPORE, Feb. 03, 2025 (GLOBE NEWSWIRE) -- Lendlease Global Commercial Trust Management Pte. Ltd. (the “Manager”), the manager of Lendlease Global Commercial REIT (“LREIT”), announces its first-half financial results for FY2025. Financial Performance Gross revenue and NPI in 1H FY2025 were lower by 13.6% and 19.8% YoY to S$103.6 million and S$74.9 million respectively. This was mainly attributed to the absence of Supplementary Rent in relation to the lease restructure of Sky Complex that was received and recognised upfront in December 2023. On a proforma basis after adjusting3 for the Supplementary Rent, gross revenue for 1H FY2025 was 0.4% higher whilst NPI was 2.2% lower YoY. Property expenses in 1H FY2025 were S$28.7 million, S$2.1 million higher compared to 1H FY2024 mainly due to expenditure in relation to equipment replacement at Sky Complex and higher property operating expense from the Singapore properties. LREIT’s distributable income was S$43.5 million in 1H FY2025, translating to a distribution of 1.80 cents per unit (compared to 2.10 cents per unit in 1H FY2024). The lower DPU was primarily driven by higher finance costs, lower NPI as well as an enlarged unit base. Capital Management On 6 December 2024, the Manager has obtained S$560 million unsecured sustainability-linked loan facilities to refinance LREIT’s loans maturing in April and September 2025. Gross borrowings as at 31 December 2024 were S$1,565.0 million with a gearing ratio of 40.8% and a weighted average debt maturity of 2.0 years5. Sustainability-linked financing continues to account for approximately 85% of LREIT’s total committed debt facilities. All of LREIT’s debt is unsecured and there are undrawn debt facilities of S$156.1 million to fund its working capital. Approximately 70% of the borrowings are hedged to fixed rates with a weighted average cost of debt of 3.57% per annum6. The increase, as compared to 3.37% per annum6 in 1H FY2024, was mainly due to the replacement of EURIBOR interest rate hedge at a higher rate in October 2023. Hence, weighted average cost of debt for 1H FY2025 is now reflective of the full impact of the higher fixed rate of the replaced EURIBOR interest rate hedge. As at the period end, LREIT has an interest coverage ratio (“ICR”) of 2.7 times7 in accordance with requirements in its loan agreements and 1.5 times7 in accordance with the Property Funds Appendix. Operational Performance LREIT’s portfolio committed occupancy improved to 92.3% as at 31 December 2024 compared to occupancy of 89.5% as at 30 September 2024. Lease expiry profile remained well-spread with only 3.9% by net lettable area (“NLA”) and 6.4% by gross rental income (“GRI”) due for renewal in FY2025. LREIT continued to maintain a long portfolio weighted average lease expiry (“WALE”) of approximately 7.2 years (by NLA) and 4.6 years (by GRI) respectively. Construction of the 48,200 square feet8 multifunctional event space adjacent to 313@somerset has commenced. Expected to be completed in 2H 2026 with an estimated seating capacity of 3,000, the state-of-the-art music hall will feature multiple rooms and stages set up to host international tours as well as local artistes. Retail portfolio continued to achieve positive rental reversion LREIT’s retail portfolio achieved 99.9% occupancy with a positive rental reversion of 10.7%1 as at 31 December 2024. Tenant retention rate was also maintained at a rate of 86.1%. For the first six months of FY2025, tenant sales and visitation were lower by 5.2% and 0.6% YoY to S$403.9 million and 33.8 million respectively. The decline in tenant sales was impacted by an increase in outbound travel on the back of strong Singapore currency. New leases committed at Building 3 of Sky Complex As at 31 December 2024, office tenants account for approximately 21% of portfolio GRI with a long WALE of 11.7 years by NLA and 14.2 years by GRI. Successful leasing of Sky Complex Building 3 has improved its committed occupancy to approximately 31% from 8.1% in March 2024. As a result, occupancy at Sky Complex has improved to 81.6% from 75.0% as at 30 September 2024. The Manager continues to see healthy leasing enquiries from the collaborative landlord-tenant effort to shape the Milano Santa Giulia business district into a vibrant hub. Rental review for Jem office is in the final stage and will conclude by end-February 2025. Mr Kelvin Chow, Chief Executive Officer of the Manager, said, “Our retail portfolio continues to demonstrate resilience with positive rental reversions. In the near-term, we will focus on the continued positive leasing momentum at Sky Complex Building 3, proactive asset management and prudent capital management. Now that construction has commenced at the multifunctional event space, we are looking forward to see our partnership with Live Nation and the Singapore Tourism Board come to fruition when the space is completed in 2H 2026.” About Lendlease Global Commercial REIT Listed on 2 October 2019, Lendlease Global Commercial REIT (“LREIT”) is established with the principal investment strategy of investing, directly or indirectly, in a diversified portfolio of stabilised income-producing real estate assets located globally, which are used primarily for retail and/or office purposes. Its portfolio comprises leasehold properties in Singapore namely Jem (an office and retail property) and 313@somerset (a prime retail property) as well as freehold interest in Sky Complex (three Grade A commercial buildings) in Milan. These five properties have a total net lettable area of approximately 2.0 million square feet, with an appraised value of S$3.68 billion as at 30 June 2024. Other investments include a stake in Parkway Parade (an office and retail property) and development of a multifunctional event space on a site adjacent to 313@somerset. LREIT is managed by Lendlease Global Commercial Trust Management Pte. Ltd., an indirect wholly-owned subsidiary of Lendlease Corporation Limited. Its key objectives are to provide unitholders with regular and stable distributions, achieve long-term growth in distribution per unit and net asset value per unit, and maintain an appropriate capital structure. About the Sponsor - Lendlease Corporation Limited Lendlease Corporation Limited is a market-leading Australian integrated real estate group. Headquartered in Sydney, it is listed on the Australian Securities Exchange. Its core capabilities are reflected in its operating segments of Investments, Development and Construction. The combination of these three segments provides them with a sustainable competitive advantage in delivering innovative integrated solutions for its customers. For more information, please visit: www.lendlease.com. For more information on LREIT, please contact Investor Relations: Lendlease Global Commercial Trust Management Pte. Ltd. Ling Bee Linenquiry@lendleaseglobalcommercialreit.com Tel: +65 6671 7374 Important Notice This press release is for information purposes only and does not constitute or form part of an offer, invitation or solicitation of any offer to purchase or subscribe for any securities of Lendlease Global Commercial REIT (“LREIT”) in Singapore or any other jurisdiction nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. The value of units in LREIT (the “Units”) and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by Lendlease Global Commercial Trust Management Pte. Ltd. (the “Manager”), DBS Trustee Limited (as trustee of LREIT) or any of their affiliates. This press release may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses, (including employee wages, benefits and training costs), property expenses and governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested. Holders of Units (“Unitholder”) have no right to request the Manager to redeem or purchase their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through trading on Singapore Exchange Securities Trading Limited (“SGX-ST”). Listing of the Units on SGX-ST does not guarantee a liquid market for the Units. This press release is not to be distributed or circulated outside of Singapore. Any failure to comply with this restriction may constitute a violation of United State securities laws or the laws of any other jurisdiction. The past performance of LREIT is not necessarily indicative of its future performance. ________________________________1 On weighted average basis.2 Supplementary rent equivalent to approximately two years of the prevailing annual rent of Building 3 received and recognised upfront in December 2023. For details, please refer to the announcement “Lendlease Global Commercial Italy Fund Restructures Lease at Sky Complex to Reduce Tenant Concentration Risk” dated 18 December 2023.3 Adjustment of the upfront recognition of the Supplementary Rent on a straight-line basis.4 For details, please refer to the announcement “Entry into Facility Agreements and Disclosure Pursuant to Rule 704(31) of the Listing Manual” dated 6 December 2024.5 On a proforma basis, assuming refinancing of current borrowings amounting to S$480 million on their respective maturity dates, weighted average debt maturity will be 3.3 years as at 31 December 2024.6 Excludes amortisation of debt-related transaction costs.7 The ICR as at 31 December 2024 of 2.7 times (30 September 2024: 2.9 times) is in accordance with requirements in its loan agreements; In accordance with the Property Funds Appendix of the Code on Collective Investment Schemes, ICR is 1.5 times (30 September 2024: 1.6 times).8 Floor area and scheme are subject to final design and approval by the authorities.
Saia Reports Fourth Quarter Results - ForexTV
JOHNS CREEK, Ga., Feb. 03, 2025 (GLOBE NEWSWIRE) -- Saia, Inc. (Nasdaq: SAIA), a leading transportation provider offering national less-than-truckload (LTL), non-asset truckload, expedited and logistics services, today reported fourth quarter 2024 financial results. Diluted earnings per share for the quarter were $2.84 compared to $3.33 in the fourth quarter of 2023. Full year diluted earnings per share were $13.51 in 2024 compared to $13.26 in 2023. Highlights from the fourth quarter and full year operating results were as follows: Fourth Quarter 2024 Compared to Fourth Quarter 2023 Results Revenue was $789.0 million, a 5.0% increaseOperating income was $101.5 million, a 9.9% decreaseOperating ratio of 87.1% compared to 85.0%LTL shipments per workday increased 4.5%LTL tonnage per workday increased 8.3%LTL revenue per hundredweight, excluding fuel surcharge revenue, decreased 2.3%LTL revenue per shipment, excluding fuel surcharge revenue, increased 1.3% Full Year 2024 Compared to Full Year 2023 Results Revenue was $3.2 billion, an 11.4% increaseOperating income was $482.2 million, a 4.7% increaseOperating ratio of 85.0% compared to 84.0%LTL shipments per workday increased 11.5%LTL tonnage per workday increased 8.0%LTL revenue per hundredweight, excluding fuel surcharge revenue, increased 4.3%LTL revenue per shipment, excluding fuel surcharge revenue, increased 1.1% Saia President and CEO, Fritz Holzgrefe, commented on the year stating, “I am pleased with the progress we made this year, as we opened 21 new terminals and relocated 9 others, further enhancing our service offerings in both new and existing markets. We are proud to bring our 100th year in operation to a close with 214 terminals and our ability to provide direct service to all 48 contiguous states, positioning us as a leading national carrier. We remain focused on operational excellence and are pleased with customer acceptance thus far. We onboarded approximately 1,300 new team members during the year and closed 2024 with over 15,000 employees company-wide.” Executive Vice President and CFO, Matt Batteh, noted that, “2024 represented a record level of investment in the business, with over $1 billion in capital expenditures. Investments in real estate, equipment, technology, and most importantly, our people, represent our continued commitment to our long-term growth strategy. With 214 facilities and a national footprint, our value proposition to our customers has never been stronger.” Financial Position and Capital Expenditures We ended 2024 with $19.5 million of cash on hand and total debt of $200.3 million, which compares to $296.2 million of cash on hand and total debt of $16.5 million at December 31, 2023. Net capital expenditures were $1,040.9 million during 2024, compared to $437.2 million in net capital expenditures during 2023. 2024 capital expenditures include $235.7 million to secure properties as part of the Yellow Corporation auction process. In 2025, we anticipate that net capital expenditures will be over $700 million, subject to ongoing evaluation of market conditions. Conference Call Management will hold a conference call to discuss quarterly results today at 10:00 a.m. Eastern Time. To participate in the call, please dial 1-877-317-6789 and request to join the Saia, Inc. call. Callers should dial in five to ten minutes in advance of the conference call. This call will be webcast live via the Company website at www.saia.com/about-us/investor-relations/financial-releases. A replay of the call will be offered two hours after the completion of the call through March 3, 2025 at 11:59 P.M. Eastern Time. The replay will be available by dialing 1-877-344-7529 referencing conference ID #9091018. Saia, Inc. (NASDAQ: SAIA) offers customers a wide range of less-than-truckload, non-asset truckload, expedited and logistics services. With headquarters in Georgia, Saia LTL Freight operates 214 terminals with national service. For more information on Saia, Inc. visit the Investor Relations section at www.saia.com/about-us/investor-relations. Cautionary Note Regarding Forward-Looking Statements The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This news release may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should,” “potential” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this news release and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors, risks, uncertainties and assumptions include, but are not limited to, (1) general economic conditions including downturns or inflationary periods in the business cycle; (2) operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors; (3) industry-wide external factors largely out of our control; (4) cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel; (5) inflationary increases in operating expenses and corresponding reductions of profitability; (6) cost and availability of diesel fuel and fuel surcharges; (7) cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims; (8) failure to successfully execute the strategy to expand our service geography; (9) unexpected liabilities resulting from the acquisition of real estate assets; (10) costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks; (11) failure to keep pace with technological developments; (12) liabilities and costs arising from the use of artificial intelligence; (13) labor relations, including the adverse impact should a portion of our workforce become unionized; (14) cost, availability and resale value of real property and revenue equipment; (15) supply chain disruption and delays on new equipment delivery; (16) capacity and highway infrastructure constraints; (17) risks arising from international business operations and relationships; (18) seasonal factors, harsh weather and disasters caused by climate change; (19) economic declines in the geographic regions or industries in which our customers operate; (20) the creditworthiness of our customers and their ability to pay for services; (21) our need for capital and uncertainty of the credit markets; (22) the possibility of defaults under our debt agreements, including violation of financial covenants; (23) inaccuracies and changes to estimates and assumptions used in preparing our financial statements; (24) failure to operate and grow acquired businesses in a manner that support the value allocated to acquired businesses; (25) dependence on key employees; (26) employee turnover from changes to compensation and benefits or market factors; (27) increased costs of healthcare benefits; (28) damage to our reputation from adverse publicity, including from the use of or impact from social media; (29) failure to make future acquisitions or to achieve acquisition synergies; (30) the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future; (31) the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation; (32) the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations; (33) unforeseen costs from new and existing data privacy laws; (34) costs from new and existing laws regarding how to classify workers; (35) changes in accounting and financial standards or practices; (36) widespread outbreak of an illness or any other communicable disease; (37) international conflicts and geopolitical instability; (38) increasing investor and customer sensitivity to social and sustainability issues, including climate change; (39) provisions in our governing documents and Delaware law that may have anti-takeover effects; (40) issuances of equity that would dilute stock ownership; (41) weakness, disruption or loss of confidence in financial or credit markets; and (42) other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings. As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this news release. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. CONTACT: Saia, Inc.Matthew BattehExecutive Vice President and Chief Financial OfficerInvestors@saia.com Saia, Inc. and SubsidiariesCondensed Consolidated Balance Sheets(Amounts in thousands)(Unaudited) December 31, 2024 December 31, 2023Assets Current Assets: Cash and cash equivalents$19,473 $296,215 Accounts receivable, net 322,991 311,742 Prepaid expenses and other 93,305 40,737 Total current assets 435,769 648,694 Property and Equipment: Cost 3,790,069 2,881,800 Less: accumulated depreciation 1,233,134 1,118,492 Net property and equipment 2,556,935 1,763,308 Operating Lease Right-of-Use Assets 126,828 118,734 Other Assets 47,325 52,829 Total assets$3,166,857 $2,583,565 Liabilities and Stockholders' Equity Current Liabilities: Accounts payable$114,560 $141,877 Wages, vacation and employees' benefits 49,953 75,514 Other current liabilities 81,162 68,735 Current portion of long-term debt 5,313 10,173 Current portion of operating lease liability 27,372 25,757 Total current liabilities 278,360 322,056 Other Liabilities: Long-term debt, less current portion 194,981 6,315 Operating lease liability, less current portion 96,798 96,462 Deferred income taxes 219,062 155,841 Claims, insurance and other 66,385 61,397 Total other liabilities 577,226 320,015 Stockholders' Equity: Common stock 27 27 Additional paid-in capital 295,106 285,092 Deferred compensation trust (7,981) (5,679)Retained earnings 2,024,119 1,662,054 Total stockholders' equity 2,311,271 1,941,494 Total liabilities and stockholders' equity$3,166,857 $2,583,565 Saia, Inc. and SubsidiariesConsolidated Statements of OperationsFor the Quarters and Years Ended December 31, 2024 and 2023(Amounts in thousands, except per share data)(Unaudited) Fourth Quarter Years 2024 2023 2024 2023 Operating Revenue$788,952 $751,132 $3,209,074 $2,881,433 Operating Expenses: Salaries, wages and employees' benefits 375,760 345,831 1,487,847 1,301,280 Purchased transportation 58,168 65,444 237,306 238,688 Fuel, operating expenses and supplies 153,467 144,291 629,402 563,688 Operating taxes and licenses 20,727 18,002 80,128 69,542 Claims and insurance 22,084 18,945 77,649 67,984 Depreciation and amortization 54,064 45,689 210,105 178,845 Other operating, net 3,198 267 4,477 910 Total operating expenses 687,468 638,469 2,726,914 2,420,937 Operating Income 101,484 112,663 482,160 460,496 Nonoperating (Income) Expenses: Interest expense 2,979 935 8,930 2,535 Interest income (139) (3,158) (1,049) (6,208)Other, net (155) (722) (1,729) (2,058)Nonoperating (income) expenses, net 2,685 (2,945) 6,152 (5,731) Income Before Income Taxes 98,799 115,608 476,008 466,227 Income Tax Provision 22,696 26,380 113,943 111,370 Net Income$76,103 $89,228 $362,065 $354,857 Weighted average common shares outstanding - basic 26,699 26,648 26,689 26,632 Weighted average common shares outstanding - diluted 26,811 26,785 26,802 26,763 Basic earnings per share$2.85 $3.35 $13.57 $13.32 Diluted earnings per share$2.84 $3.33 $13.51 $13.26 Saia, Inc. and SubsidiariesCondensed Consolidated Statements of Cash FlowsFor the twelve months ended December 31, 2024 and 2023(Amounts in thousands)(Unaudited) Years 2024 2023 Operating Activities: Net cash provided by operating activities$583,702 $577,945 Net cash provided by operating activities 583,702 577,945 Investing Activities: Acquisition of property and equipment (1,043,557) (439,879)Proceeds from disposal of property and equipment 2,694 2,727 Other 4,999 (11,544)Net cash used in investing activities (1,035,864) (448,696)Financing Activities: Borrowing of revolving credit facility, net 94,000 – Borrowing of private shelf agreement 100,000 – Proceeds from stock option exercises 2,574 4,875 Shares withheld for taxes (9,107) (9,216)Other financing activity (12,047) (16,083)Net cash provided by (used in) financing activities 175,420 (20,424)Net (Decrease) Increase in Cash and Cash Equivalents (276,742) 108,825 Cash and Cash Equivalents, beginning of period 296,215 187,390 Cash and Cash Equivalents, end of period$19,473 $296,215 Saia, Inc. and SubsidiariesFinancial InformationFor the Quarters Ended December 31, 2024 and 2023(Unaudited) Fourth Quarter Fourth Quarter % Amount/Workday % 2024 2023 Change 2024 2023 ChangeWorkdays 62 61 Operating ratio 87.1% 85.0% LTL tonnage (1) 1,481 1,345 10.1 23.89 22.05 8.3 LTL shipments (1) 2,174 2,047 6.2 35.06 33.56 4.5 LTL revenue/cwt.$25.73 $27.21 (5.4) LTL revenue/cwt., excluding fuel surcharge$21.96 $22.47 (2.3) LTL revenue/shipment$350.51 $357.50 (2.0) LTL revenue/shipment, excluding fuel surcharge$299.17 $295.22 1.3 LTL pounds/shipment 1,362 1,314 3.7 LTL length of haul (2) 898 895 0.3 (1) In thousands.(2) In miles.Note: LTL operating statistics exclude transportation and logistics services where pricing is generally not determined by weight. The LTL operating statistics also exclude the adjustment required for financial statement purposes in accordance with the Company's revenue recognition policy. Saia, Inc. and Subsidiaries Financial Information For the Years Ended December 31, 2024 and 2023 (Unaudited) Year Over Year Year Over Year % Amount/Workday % 2024 2023 Change 2024 2023 ChangeWorkdays 254 252 Operating ratio 85.0% 84.0% LTL tonnage (1) 6,037 5,543 8.9 23.77 22.00 8.0 LTL shipments (1) 8,988 7,997 12.4 35.39 31.73 11.5 LTL revenue/cwt.$25.89 $25.38 2.0 LTL revenue/cwt., excluding fuel surcharges$21.90 $20.99 4.3 LTL revenue/shipment$347.81 $351.90 (1.2) LTL revenue/shipment, excluding fuel surcharges$294.23 $291.00 1.1 LTL pounds/shipment 1,343 1,386 (3.1) LTL length of haul (2) 891 894 (0.3) (1) In thousands.(2) In miles.
Tyson Foods Reports First Quarter 2025 Results - ForexTV
Delivers Year-Over-Year Top and Bottom-Line Growth; Raises Fiscal Year 2025 GuidanceSPRINGDALE, Ark., Feb. 03, 2025 (GLOBE NEWSWIRE) -- Tyson Foods, Inc. (NYSE: TSN), one of the world’s largest food companies and a recognized leader in protein with leading brands including Tyson, Jimmy Dean, Hillshire Farm, Ball Park, Wright, Aidells, ibp and State Fair, reported the following results: (in millions, except per share data)First Quarter 2025 2024Sales$13,623 $13,319 Operating Income$580 $231Adjusted1 Operating Income (non-GAAP)$659 $411 Net Income Per Share Attributable to Tyson$1.01 $0.30Adjusted1 Net Income Per Share Attributable to Tyson (non-GAAP)$1.14 $0.69 1 The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). As used in this table and throughout this earnings release, adjusted operating income and adjusted net income per share attributable to Tyson (Adjusted EPS) are non-GAAP financial measures. Refer to the end of this release for an explanation and reconciliation of these and other non-GAAP financial measures used in this release to comparable GAAP measures. First Quarter Highlights Sales of $13,623 million, up 2.3% from prior yearGAAP operating income of $580 million, up 151% from prior yearAdjusted operating income of $659 million, up 60% from prior yearGAAP EPS of $1.01, up 237% from prior yearAdjusted EPS of $1.14, up 65% from prior yearTotal Company GAAP operating margin of 4.3%Total Company adjusted operating margin (non-GAAP) of 4.8%Liquidity of $4.5 billion as of December 28, 2024Cash provided by operating activities of $1,031 million, down $269 million from prior yearFree cash flow (non-GAAP) of $760 million, down $186 million from prior year "Fiscal year 2025 is off to a strong start, as we delivered our third consecutive quarter of year-over-year growth in sales, operating income, and EPS," said Donnie King, President & CEO of Tyson Foods. "Our best quarterly performance in more than two years reflects improved execution across the business, including exceptional results in chicken. Consumers remain focused on adding protein to their diets, and our diversified multi-channel, multi-protein portfolio ensures we are well-positioned to meet this demand while reinforcing our leadership as a world-class food company." SEGMENT RESULTS (in millions) Sales(for the first quarter ended December 28, 2024, and December 30, 2023) First Quarter VolumeAvg. Price 2025 2024 ChangeChangeBeef$5,335 $5,023 5.6%0.6%Pork 1,617 1,517 (0.4) %7.0%Chicken 4,065 4,033 1.5%(0.7) %Prepared Foods 2,473 2,543 (3.2) %0.4%International/Other 584 582 4.3%(4.0) %Intersegment Sales (451) (379)n/an/aTotal$ 13,623 $ 13,319 1.6 % 0.7 % Operating Income (Loss)(for the first quarter ended December 28, 2024, and December 30, 2023) First Quarter Operating Margin 2025 2024 20252024Beef$(64)$(206)(1.2) %(4.1) %Pork 59 39 3.6%2.6%Chicken 351 177 8.6%4.4%Prepared Foods 209 243 8.5%9.6%International/Other 25 (22)n/an/aTotal$ 580 $ 231 4.3 % 1.7 % ADJUSTED SEGMENT RESULTS (in millions) Adjusted Operating Income (Loss) (Non-GAAP)1(for the first quarter ended December 28, 2024, and December 30, 2023) First Quarter Adjusted Operating Margin (Non-GAAP) 2025202420252024Beef$(32)$(117)(0.6) %(2.3) %Pork 59 68 3.6%4.5%Chicken 368 192 9.1%4.8%Prepared Foods 234 264 9.5%10.4%International/Other 30 4 n/an/aTotal$ 659 $ 411 4.8 % 3.1 % OUTLOOK For fiscal 2025, the United States Department of Agriculture (USDA) indicates domestic protein production (beef, pork, chicken and turkey) will increase approximately 1% compared to fiscal 2024 levels. The following is a summary of the updated outlook for each of our segments, as well as an outlook for revenue, capital expenditures, net interest expense, liquidity, free cash flow and tax rate for fiscal 2025. Certain of the outlook numbers include adjusted operating income (loss) (a non-GAAP metric) for each segment. The Company is not able to reconcile its full-year fiscal 2025 projected adjusted results to its fiscal 2025 projected GAAP results because certain information necessary to calculate such measures on a GAAP basis is unavailable or dependent on the timing of future events outside of our control. Therefore, because of the uncertainty and variability of the nature of and the amount of any potential applicable future adjustments, which could be significant, the Company is unable to provide a reconciliation for these forward-looking non-GAAP measures without unreasonable effort. Adjusted operating income (loss) should not be considered a substitute for operating income (loss) or any other measures of financial performance reported in accordance with GAAP. Investors should rely primarily on the Company’s GAAP results and use non-GAAP financial measures only supplementally in making investment decisions. BeefUSDA projects domestic production will decrease approximately 1% in fiscal 2025 as compared to fiscal 2024. We anticipate adjusted operating loss between $(0.4) billion and $(0.2) billion in fiscal 2025. PorkUSDA projects domestic production will increase approximately 2% in fiscal 2025 as compared to fiscal 2024. We anticipate adjusted operating income of $0.1 billion to $0.2 billion in fiscal 2025. ChickenUSDA projects chicken production will increase approximately 2% in fiscal 2025 as compared to fiscal 2024. We anticipate adjusted operating income of $1.0 billion to $1.3 billion for fiscal 2025. Prepared FoodsWe anticipate adjusted operating income of $0.9 billion to $1.1 billion in fiscal 2025. International/OtherWe anticipate improved results from our foreign operations in fiscal 2025 on an adjusted basis. Total CompanyWe anticipate total company adjusted operating income of $1.9 billion to $2.3 billion for fiscal 2025. RevenueWe expect sales to be flat to up 1% in fiscal 2025 as compared to fiscal 2024. Capital ExpendituresWe expect capital expenditures between $1.0 billion and $1.2 billion for fiscal 2025. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repair. Net Interest ExpenseWe expect net interest expense to approximate $375 million for fiscal 2025. LiquidityWe expect total liquidity, which was $4.5 billion as of December 28, 2024, to remain above our minimum liquidity target of $1.0 billion. Free Cash FlowWe expect free cash flow to be between $1.0 billion and $1.6 billion for fiscal 2025. Tax RateWe currently expect our adjusted effective tax rate to approximate 25% for fiscal 2025. TYSON FOODS, INC.CONSOLIDATED CONDENSED STATEMENTS OF INCOME(In millions, except per share data)(Unaudited) Three Months Ended December 28, 2024 December 30, 2023Sales$13,623 $13,319 Cost of Sales 12,528 12,496 Gross Profit 1,095 823 Selling, General and Administrative 515 592 Operating Income 580 231 Other (Income) Expense: Interest income (25) (10)Interest expense 120 105 Other, net 7 (25)Total Other (Income) Expense 102 70 Income before Income Taxes 478 161 Income Tax Expense 112 47 Net Income 366 114 Less: Net Income Attributable to Noncontrolling Interests 7 7 Net Income Attributable to Tyson$359 $107 Net Income Per Share Attributable to Tyson: Class A Basic$1.03 $0.31 Class B Basic$0.93 $0.28 Diluted$1.01 $0.30 Dividends Declared Per Share: Class A$0.510 $0.500 Class B$0.459 $0.450 Sales Growth 2.3% Margins: (Percent of Sales) Gross Profit 8.0% 6.2%Operating Income 4.3% 1.7%Net Income Attributable to Tyson 2.6% 0.8%Effective Tax Rate 23.5% 29.4% TYSON FOODS, INC.CONSOLIDATED CONDENSED BALANCE SHEETS(In millions)(Unaudited) December 28, 2024 September 28, 2024Assets Current Assets: Cash and cash equivalents$2,292 $1,717Accounts receivable, net 2,323 2,406Inventories 5,114 5,195Other current assets 353 433Total Current Assets 10,082 9,751Net Property, Plant and Equipment 9,353 9,442Goodwill 9,805 9,819Intangible Assets, net 5,799 5,875Other Assets 2,271 2,213Total Assets$37,310 $37,100 Liabilities and Shareholders’ Equity Current Liabilities: Current debt$95 $74Accounts payable 2,497 2,402Other current liabilities 2,188 2,311Total Current Liabilities 4,780 4,787Long-Term Debt 9,711 9,713Deferred Income Taxes 2,283 2,285Other Liabilities 1,909 1,801 Total Tyson Shareholders’ Equity 18,503 18,390Noncontrolling Interests 124 124Total Shareholders’ Equity 18,627 18,514 Total Liabilities and Shareholders’ Equity$37,310 $37,100 TYSON FOODS, INC.CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS(In millions)(Unaudited) Three Months Ended December 28, 2024 December 30, 2023Cash Flows From Operating Activities: Net income$366 $114 Depreciation and amortization 348 373 Deferred income taxes (2) (14)Other, net 78 129 Net changes in operating assets and liabilities 241 698 Cash Provided by Operating Activities 1,031 1,300 Cash Flows From Investing Activities: Additions to property, plant and equipment (271) (354)Purchases of marketable securities (15) (7)Proceeds from sale of marketable securities 16 6 Acquisition of equity investments (2) (26)Other, net 39 3 Cash Used for Investing Activities (233) (378) Cash Flows From Financing Activities: Proceeds from issuance of debt 22 771 Payments on debt (42) (32)Proceeds from issuance of commercial paper — 1,649 Repayments of commercial paper — (2,240)Purchases of Tyson Class A common stock (15) (13)Dividends (175) (171)Stock options exercised 15 7 Other, net — 3 Cash Used for Financing Activities (195) (26)Effect of Exchange Rate Changes on Cash (28) 15 Increase in Cash and Cash Equivalents and Restricted Cash 575 911 Cash and Cash Equivalents and Restricted Cash at Beginning of Year 1,717 573 Cash and Cash Equivalents and Restricted Cash at End of Period 2,292 1,484 Less: Restricted Cash at End of Period — — Cash and Cash Equivalents at End of Period$2,292 $1,484 Non-GAAP Financial Measures Adjusted Operating Income (Loss), Adjusted Income before Income Taxes, Adjusted Income Tax Expense, Adjusted Net Income Attributable to Tyson and Adjusted EPS, EBITDA, Adjusted EBITDA, net debt to EBITDA, net debt to Adjusted EBITDA and Free Cash Flow are presented as supplemental financial measures in the evaluation of our business that are not required by, or presented in accordance with GAAP. The non-GAAP financial measures are tools intended to assist our management and investors in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations on an ongoing basis. These non-GAAP measures should not be a substitute for their comparable GAAP financial measures. Investors should rely primarily on our GAAP results and use non-GAAP financial measures only supplementally in making investment decisions. We believe the presentation of these non-GAAP financial measures helps management and investors to assess our operating performance from period to period, including our ability to generate earnings sufficient to service our debt, enhances understanding of our financial performance and highlights operational trends. These measures are widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our calculation of non-GAAP measures may not be comparable to similarly titled measures reported by other companies and other companies may not define these non-GAAP financial measures in the same way, which may limit their usefulness of comparative measures. Definitions EBITDA is defined as net income before interest, income taxes, depreciation and amortization. Net debt to EBITDA (Adjusted EBITDA) represents the ratio of our debt, net of cash, cash equivalents and short-term investments, to EBITDA (and to Adjusted EBITDA). EBITDA, Adjusted EBITDA, net debt to EBITDA and net debt to Adjusted EBITDA are presented as supplemental financial measurements in the evaluation of our business. Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Income before Income Taxes, Adjusted Income Tax Expense, Adjusted Net Income Attributable to Tyson and Adjusted EPS are defined as EBITDA, Operating Income (Loss), Income before Income Taxes, Income Tax Expense, Net Income Attributable to Tyson and diluted earnings per share, respectively, excluding the impacts of any items that management believes do not directly reflect our core operations on an ongoing basis. Free Cash Flow is defined as Cash Provided by Operating Activities minus payments for Property, Plant and Equipment. TYSON FOODS, INC.GAAP Results to Non-GAAP Results Reconciliations(In millions, except per share data)(Unaudited) Results for the first quarter ended December 28, 2024 SalesCost of SalesSelling, General and AdministrativeOperating IncomeOther (Income) ExpenseIncome before Income TaxesIncome Tax ExpenseNet Income Attributable to TysonEPS ImpactGAAP Results $580 $478 $112 $359 $1.01 Production facility fire insurance proceeds, net of costs incurred3—— — — (7) (7) (2) (5) (0.01)Brand discontinuation—— 6 6 — 6 2 4 0.01 Network optimization plan charges—71 2 73 — 73 17 56 0.16 The Netherlands facility4—— — — — — 9 (9) (0.03)Adjusted Non-GAAP Results $659 $550 $138 $405 $1.14 Results for the first quarter ended December 30, 2023 SalesCost of SalesSelling, General and AdministrativeOperating IncomeOther (Income) ExpenseIncome before Income TaxesIncome Tax ExpenseNet Income Attributable to TysonEPS ImpactGAAP Results $231 $161 $47 $107 $0.30 Production facility fire insurance proceeds, net of costs incurred3—(24)— (24)(3) (27) (6) (21) (0.06)The Netherlands facility4—26 — 26 — 26 — 26 0.07 Restructuring and related charges—3 27 30 — 30 8 22 0.06 Plant closures and disposals—75 — 75 — 75 19 56 0.16 Legal contingency accruals—73 — 73 — 73 18 55 0.16 Adjusted Non-GAAP Results $411 $338 $86 $245 $0.69 TYSON FOODS, INC.Adjusted Operating Income (Loss) Non-GAAP Reconciliations(In millions)(Unaudited) Adjusted Operating Income (Loss)(for the first quarter ended December 28, 2024) BeefPorkChickenPrepared FoodsInternational/OtherTotalReported operating income (loss)$(64)$59$351$209$25$580Add: Brand discontinuation — — 6 — — 6Add: Network optimization plan charges 32 — 11 25 5 73Adjusted operating income (loss)$(32)$59$368$234$30$659 Adjusted Operating Income (Loss)(for the first quarter ended December 30, 2023) BeefPorkChickenPrepared FoodsInternational/OtherTotalReported operating income (loss)$(206)$39$177 $243$(22)$231 Less: Production facility fire insurance proceeds, net of costs incurred3 — — (24) — — (24)Add: The Netherlands facility4 — — — — 26 26 Add: Restructuring and related charges 4 1 4 21 — 30 Add: Plant closures and disposals 40 — 35 — — 75 Add: Legal contingency accruals 45 28 — — — 73 Adjusted operating income (loss)$(117)$68$192 $264$4 $411 TYSON FOODS, INC.EBITDA and Adjusted EBITDA Non-GAAP Reconciliations(In millions)(Unaudited) Three Months Ended Fiscal Year Ended Twelve Months Ended December 28, 2024 December 30, 2023 September 28, 2024 December 28, 2024 Net income$366 $114 $822 $1,074 Less: Interest income (25) (10) (89) (104)Add: Interest expense 120 105 481 496 Add: Income tax expense 112 47 270 335 Add: Depreciation 281 312 1,159 1,128 Add: Amortization2 64 59 229 234 EBITDA$918 $627 $2,872 $3,163 Adjustments to EBITDA: Less: Production facility fire insurance proceeds, net of costs incurred3$(7) $(27) $(104) $(84)Add: Brand discontinuation 6 — 8 14 Add: Network optimization plan charges 73 — — 73 Add: Restructuring and related charges — 30 31 1 Add: Plant closures and disposals — 75 182 107 Add: Legal contingency accruals — 73 174 101 Add: The Netherlands facility4 — 26 86 60 Less: Depreciation and amortization included in EBITDA adjustments5 (29) (60) (129) (98)Total Adjusted EBITDA$961 $744 $3,120 $3,337 Total gross debt $9,787 $9,806 Less: Cash and cash equivalents (1,717) (2,292)Less: Short-term investments (10) (1)Total net debt $8,060 $7,513 Ratio Calculations: Gross debt/EBITDA 3.4x 3.1xNet debt/EBITDA 2.8x 2.4x Gross debt/Adjusted EBITDA 3.1x 2.9xNet debt/Adjusted EBITDA 2.6x 2.3x 2 Excludes the amortization of debt issuance and debt discount expense of $3 million and $2 million for the three months ended December 28, 2024 and December 30, 2023, respectively, and $12 million and $13 million for the fiscal year ended September 28, 2024 and the twelve months ended December 28, 2024, respectively, as it is included in interest expense. 3 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021. 4 Relates to a fire at our production facility in the Netherlands in the first quarter of fiscal 2024 and subsequent decision to sell the facility. 5 Removal of accelerated depreciation of $23 million related to network optimization plan charges for the three and twelve months ended December 28, 2024, $60 million related to plant closures and disposals for the three months ended December 30, 2023, $127 million related to plant closures and disposals for the twelve months ended September 28, 2024, and $67 million related to plant closures and disposals for the twelve months ended December 28, 2024 as they are already included in depreciation expense. Removal of accelerated amortization of $6 million, $2 million and $8 million related to brand discontinuation for the three months ended December 28, 2024, the twelve months ended September 28, 2024 and the twelve months ended December 28, 2024, respectively, as they are already included in amortization expense. TYSON FOODS, INC.Free Cash Flow Non-GAAP Reconciliation(In millions)(Unaudited) Three Months Ended December 28, 2024 December 30, 2023Cash Provided by Operating Activities$1,031 $1,300 Additions to property, plant and equipment (271) (354)Free cash flow$760 $946 About Tyson Foods, Inc.Tyson Foods, Inc. (NYSE: TSN) is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the company had approximately 138,000 team members on September 28, 2024. Visit www.tysonfoods.com. Conference Call Information and Other Selected DataA conference call to discuss the Company's financial results will be held at 9 a.m. Eastern Monday, February 3, 2025. A link for the webcast of the conference call is available on the Tyson Investor Relations website at https://ir.tyson.com. The webcast also can be accessed by the following direct link: https://events.q4inc.com/attendee/124939454. For those who cannot participate at the scheduled time, a replay of the live webcast and the accompanying slides will be available at https://ir.tyson.com. A telephone replay will also be available until March 3, 2025, toll free at 1-877-344-7529, international toll 1-412-317-0088 or Canada toll free 855-669-9658. The replay access code is 7066265. Financial information, such as this news release, as well as other supplemental data, can be accessed from the Company's web site at https://ir.tyson.com. Forward-Looking StatementsCertain information in this release constitutes forward-looking statements as contemplated by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2025, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which are expressly qualified in their entirety by this cautionary statement and speak only as of the date made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (ii) the effectiveness of financial excellence programs; (iii) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (iv) cyber attacks, other cyber incidents, security breaches or other disruptions of our information technology systems; (v) risks associated with our failure to consummate favorable acquisition transactions or integrate certain acquisitions’ operations; (vi) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (vii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (viii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (ix) outbreak of a livestock disease (such as African swine fever (ASF), avian influenza (AI) or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to conduct our operations; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) effectiveness of advertising and marketing programs; (xii) significant marketing plan changes by large customers or loss of one or more large customers; (xiii) our ability to leverage brand value propositions; (xiv) changes in availability and relative costs of labor and contract farmers and our ability to maintain good relationships with team members, labor unions, contract farmers and independent producers providing us livestock; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xvii) the effect of climate change and any legal or regulatory response thereto; (xviii) adverse results from litigation; (xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) the other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission, including those included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our most recent Annual Report on Form 10-K and Quarterly reports on Form 10-Q. Media Contact: Laura Burns, 479-713-9890Investor Contact: Sean Cornett, 479-466-0401Source: Tyson Foods, Inc.Category: IR, Newsroom
Outbrain Completes the Acquisition of Teads - ForexTV
Combination Creates the Omnichannel Outcomes Platform for the Open InternetHighlights: The combination will merge two open internet category leaders to create a unified omnichannel platform that delivers outcomes from branding to performance across all screens, including CTV, mobile and web. The new company will operate under the name Teads.The union creates one of the largest open internet companies, with combined advertising spend of approximately $1.7 billion (FY24), reaching 2.2 billion consumers.The company will unite two of the richest contextual and interest data sets on the open internet, powering an advanced AI prediction engine to optimize advertiser outcomes.Outbrain CEO, David Kostman, will serve as CEO of the combined company, with Jeremy Arditi and Bertrand Quesada, former Teads CEOs, assuming the roles of Co-President, Chief Business Officer of the Americas and International respectively.The two companies are preliminarily reporting a combined Ex-TAC Gross Profit of $623 million and Adjusted EBITDA of $230 million in 2024 including $65-75 million of estimated synergies1.Transaction value of approximately $900 million, comprised of $625 million in cash and 43.75 million Outbrain shares.Altice, selling shareholder of Teads, will nominate two out of a total of 10 board members.Outbrain is providing selected preliminary results for the fourth quarter, in line with previously issued guidance in Outbrain’s November 2024 earnings call, and selected preliminary results for Teads and the combined company. NEW YORK, Feb. 03, 2025 (GLOBE NEWSWIRE) -- Outbrain Inc. (NASDAQ: OB) today announced the closing of its acquisition of Teads, following receipt of all necessary regulatory approvals. The two companies will merge their respective branding and performance offerings to create the omnichannel outcomes platform for the open internet, and will operate under the name Teads. The new Teads will create one of the largest optimized supply paths on the premium open internet, with a focus on connecting curated, exclusive media environments with elevated, data-driven creative experiences. The combined company offering will be strengthened by Outbrain’s proprietary predictive technology and AI optimization. It will provide a solution for marketers to leverage a single partner to deliver concrete outcomes at every step of the marketing funnel— offering unique ways to combine advertising solutions from awareness to sales. The company’s combined data set will power expanded contextual, audience and purchase-based targeting capabilities, connecting CTV experiences to digital moments to drive measurable outcomes. “I am extremely excited about this new chapter in our journey. This transformative merger creates a company that directly addresses a large gap in the advertising industry: a scaled end-to-end platform that can drive outcomes, from branding to consideration to purchase, across screens,” said CEO, David Kostman. “Together, we are creating an extraordinary new company, combining the best of both organizations' deep expertise in omnichannel video branding solutions and performance advertising. The new Teads’ mission is to drive lasting value with an offering that invites marketers to expect better outcomes, media owners to expect sustainable value, and consumers to expect elevated experiences. I want to thank the teams of both Outbrain and Teads, who have pioneered major advertising categories, and have built leading global companies over more than a decade. It is their innovation and commitment that have brought us to this moment and will propel us to new heights,” added Kostman. Co-President & Chief Business Officer, Jeremy Arditi, added: “We’re committed to creating a solution that will harness the untapped opportunity of the open internet, and allow all of its constituents to thrive. We believe that by prioritizing beautiful creative experiences, trust and transparency in media, and delivery of meaningful outcomes, we can create a stronger ecosystem that provides value for all.” "The merger between Teads and Outbrain makes a lot of sense strategically. We look forward to exploring the new possibilities this provides us with to reach our audiences in a new and interesting way, to deliver full funnel solutions and better business outcomes," said Sital Banerjee, Global Head of Integrated Media, Performance Marketing, and BMI Management at Lipton Teas and Infusions. Key Combined Strengths With the completion of the combination, the new Teads will offer clients and partners: Exceptional reach at great scale, across exclusive environments 96 percent open internet audience reach*Number one most direct supply path, as rated by Jounce**Direct access to 10,000 media environmentConnected to the top 4 OEMs and several of the top Streaming Apps unlocking access to 50bn CTV Monthly Ad Opportunities, including unique CTV homescreen inventoryProprietary code-on-page relationships with premium editorial properties globally, providing access to incremental inventory and yielding extensive audience interest and engagement insights Creatives built for outcomes Data-driven, beautiful creative solutions designed to connect brand moments across the marketing funnel — from CTV to editorial and beyondProven impact from unique experiences, with 74 percent higher attention for unique CTV native creativeStrategic Joint Business Partnerships with more than 50 of the world’s most premium brands AI-powered predictive technology Proprietary prediction engine, cultivated over 18+ years to drive performance outcomes, making 1 billion predictions each minute4 billion signals processed each minute via AI and machine learning50 live AI models Expansive omnichannel graph, expanded on the Teads Omnichannel Graph foundation The Teads Omnichannel Graph (OG), a proprietary tool extending contextual and audience-targeting capabilities into the CTV environment, will be further expanded by Outbrain engagement, interest, and conversion dataExtensive data signals feeding an understanding of audiences across screens, including: 130,000 articles scanned per minute500,000 CTV programs enriched with data per month1 billion engagement and contextual signals processed each minute *According to Comscore, Media Metrix, Key Metrix, US, December 2024 for Teads. **According to 2024 Jounce SPO analyses, specific to Teads platform. Transaction Details Outbrain, Altice and Teads have amended the previously announced share purchase agreement, dated August 1, 2024. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900 million, consisting of $625 million upfront cash and 43.75 million shares of common stock of Outbrain (valued at approximately $263 million based on the closing price of Outbrain’s common stock as of January 31, 2025, of $6.01). Under the revised terms, there is no deferred cash payment or convertible preferred equity component. The revised terms have meaningfully reduced the level of required debt financing and simplified the transaction structure. Outbrain intends to finance the transaction with existing cash resources and $625 million in committed debt financing from Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, Ltd., subject to customary funding conditions. Outbrain will also issue to Altice 43.75 million shares of common stock. Altice will nominate two directors to the board of Outbrain and will be bound by a stockholder agreement with Outbrain containing arrangements and restrictions concerning voting and disposition of the shares issued to Altice. Financial Highlights Preliminary Estimated Unaudited Financial Information for the Quarter and Year Ended December 31, 2024 Today Outbrain is furnishing on Form 8-K selected preliminary estimated unaudited financial information for each of Outbrain and Teads on a standalone basis and on a combined company basis for the quarter and year ended December 31, 2024. Excerpts of such financial information can be found below. You are encouraged to refer to the Form 8-K and other documents filed or furnished by Outbrain with the SEC through the website maintained by the SEC at www.sec.gov. The Company previously announced its expectation to achieve $50 – 60 million of annual revenue and cost synergies in the second full year following completion of the acquisition, with further opportunities for expanded synergies in the following years. The Company now expects to realize approximately $65 – 75 million of annual synergies in FY 2026 with further opportunities for expanded synergies in the following years. Of this amount, approximately $60 million relates to cost synergies, including approximately $45 million of compensation related expenses. The Company plans to action approximately 70% of the compensation related expense savings during the first month post-closing. The upsize in expected synergies follows a robust integration planning process, enabling a larger and more rapid synergy capture. Outbrain is providing selected preliminary results for the fourth quarter and full year 2024, as follows: Ex-TAC gross profit of $68.3 million for Q4 2024, and $236.1 million for FY 2024Adjusted EBITDA of $17.0 million for Q4 2024, and $37.3 million for FY 2024 For Teads, we are providing the following selected preliminary results for the fourth quarter and full year 2024, as follows: Ex-TAC gross profit of $119.9 million for Q4 2024, and $386.6 million for FY 2024Adjusted EBITDA of $52.2 million for Q4 2024, and $122.7 million for FY 2024 The two companies are preliminarily reporting a combined Ex-TAC Gross Profit of approximately $623 million and Adjusted EBITDA of approximately $230 million in 2024, including $65-75 million of estimated synergies2. Conference Call and Webcast:Outbrain will host an investor conference call this morning, Monday, February 3rd at 9:00 am ET. Interested parties are invited to listen to the conference call which can be accessed live by phone by dialing 1-877-497-9071 or for international callers, 1-201-689-8727. A replay will be available two hours after the call and can be accessed by dialing 1-877-660-6853, or for international callers, 1-201-612-7415. The passcode for the live call and the replay is 13751603. The replay will be available until February 17, 2025. Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investors Relations section of the Company’s website at https://investors.outbrain.com. The online replay will be available for a limited time shortly following the call. Cautionary Note About Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of the U.S. federal securities laws and the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. These statements are based on current expectations, estimates, forecasts and projections about the industries in which Outbrain and Teads operate, and beliefs and assumptions of Outbrain’s management. Forward-looking statements may include, without limitation, statements regarding possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives, expected synergies and statements of a general economic or industry-specific nature. You can generally identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “foresee,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions, or are not statements of historical fact. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including, but not limited to: risks that the acquisition disrupts current plans and operations or diverts management’s attention from its ongoing business; the initiation or outcome of any legal proceedings that may be instituted against Outbrain or Teads, or their respective directors or officers, related to the acquisition; unexpected costs, charges or expenses resulting from the acquisition; the ability of Outbrain to successfully integrate Teads’ operations, technologies and employees; the ability to realize anticipated benefits and synergies of the acquisition, including the expectation of enhancements to Outbrain’s services, greater revenue or growth opportunities, operating efficiencies and cost savings; overall advertising demand and traffic generated by Outbrain and the combined company’s media partners; factors that affect advertising demand and spending, such as the continuation or worsening of unfavorable economic or business conditions or downturns, instability or volatility in financial markets, and other events or factors outside of Outbrain and the combined company’s control, such as U.S. and global recession concerns; geopolitical concerns, including the ongoing war between Ukraine-Russia and conditions in Israel and the Middle East; supply chain issues; inflationary pressures; labor market volatility; bank closures or disruptions; the impact of challenging economic conditions; political and policy uncertainties; and other factors that have and may further impact advertisers’ ability to pay; Outbrain and the combined company’s ability to continue to innovate, and adoption by Outbrain and the combined company’s advertisers and media partners of expanding solutions; the success of Outbrain and the combined company’s sales and marketing investments, which may require significant investments and may involve long sales cycles; Outbrain and the combined company’s ability to grow their business and manage growth effectively; the ability to compete effectively against current and future competitors; the loss or decline of one or more large media partners, and Outbrain and the combined company’s ability to expand advertiser and media partner relationships; conditions in Israel, including the ongoing war between Israel and Hamas and other terrorist organizations, may limit Outbrain and the combined company’s ability to market, support and innovate their products due to the impact on employees as well as advertisers and advertising markets; Outbrain and the combined company’s ability to maintain revenues or profitability despite quarterly fluctuations in results, whether due to seasonality, large cyclical events or other causes; the risk that research and development efforts may not meet the demands of a rapidly evolving technology market; any failure of Outbrain or the combined company’s recommendation engine to accurately predict attention or engagement, any deterioration in the quality of Outbrain or the combined company’s recommendations or failure to present interesting content to users or other factors which may cause us to experience a decline in user engagement or loss of media partners; limits on Outbrain and the combined company’s ability to collect, use and disclose data to deliver advertisements; Outbrain and the combined company’s ability to extend their reach into evolving digital media platforms; Outbrain and the combined company’s ability to maintain and scale their technology platform; the ability to meet demands on our infrastructure and resources due to future growth or otherwise; the failure or the failure of third parties to protect Outbrain and the combined company’s sites, networks and systems against security breaches, or otherwise to protect the confidential information of Outbrain and the combined company; outages or disruptions that impact Outbrain or the combined company or their service providers, resulting from cyber incidents, or failures or loss of our infrastructure; significant fluctuations in currency exchange rates; political and regulatory risks in the various markets in which Outbrain and the combined company operate; the challenges of compliance with differing and changing regulatory requirements; the timing and execution of any cost-saving measures and the impact on Outbrain and the combined company’s business or strategy; and the other risk factors and additional information described in the section entitled “Risk Factors”, and under the heading “Risk Factors” in Item 1A of Outbrain’s Annual Report on Form 10-K filed with the SEC on March 8, 2024 for the year ended December 31, 2023, Outbrain’s Form 10-Q filed with the SEC on August 8, 2024 for the period ended June 30, 2024, Outbrain’s Form 10-Q filed with the SEC on November 7, 2024 for the period ended September 30, 2024 and in subsequent reports filed with the SEC. Accordingly, you should not rely upon forward-looking statements as an indication of future performance. Outbrain cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or will occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. Outbrain and the combined company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. Outbrain undertakes no obligation, and does not assume any obligation, to update any forward-looking statements, whether as a result of new information, future events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events or otherwise, except as required by law. About The Combined Company Outbrain Inc. (Nasdaq: OB) and Teads combined on February 3, 2025 and are operating under the new Teads brand. The new Teads is the omnichannel outcomes platform for the open internet, driving full-funnel results for marketers across premium media. With a focus on meaningful business outcomes, the combined company ensures value is driven with every media dollar by leveraging predictive AI technology to connect quality media, beautiful brand creative, and context-driven addressability and measurement. One of the most scaled advertising platforms on the open internet, the new Teads is directly partnered with more than 10,000 publishers and 20,000 advertisers globally. The company is headquartered in New York, with a global team of nearly 1,800 people in 36 countries. For more information, visit https://thenewteads.com/. Media Contact press@outbrain.com Investor Relations Contact IR@outbrain.com(332) 205-8999 Non-GAAP Reconciliations The following table presents the reconciliation of Gross profit to Ex-TAC gross profit, for the periods presented: Three Months Ended December 31, 2024 Year Ended December 31, 2024 Outbrain Teads Combined Outbrain Teads CombinedRevenue $234,586 $188,953 $423,539 $889,875 $617,435 $1,507,310 Traffic acquisition costs (166,247) (69,091) (235,338) (653,731) (230,831) (884,562)Other cost of revenue (a) (12,277) (26,441) (38,718) (44,042) (106,414) (150,456)Gross profit 56,062 93,421 149,483 192,102 280,190 472,292 Other cost of revenue (a) 12,277 26,441 38,718 44,042 106,414 150,456 Ex-TAC Gross Profit $68,339 $119,862 $188,201 $236,144 $386,604 $622,748 ___________(a) Other cost of revenue for Teads is subject to accounting policy harmonization. The following table presents the reconciliation of net income (loss) to Adjusted EBITDA, for the periods presented: Three Months Ended December 31, 2024 Year Ended December 31, 2024 Outbrain Teads Combined Outbrain Teads CombinedNet (loss) income $(167) $69,613 $69,446 $(711) $89,318 $88,607 Interest expense/financial costs 699 $116 815 3,649 1,176 4,825 Interest income and other income, net (1,522) $- (1,522) (9,209) - (9,209)Gain related to convertible debt - - - (8,782) - (8,782)Other financial income and (expenses) - (13,973) (13,973) - (26,404) (26,404)Provision for income taxes 3,525 16,143 19,668 2,415 38,256 40,671 Depreciation and amortization 4,985 3,027 8,012 19,479 12,834 32,313 Share-based compensation 3,974 (28,089) (24,115) 15,461 - 15,461 Severance costs - 393 393 742 1,593 2,335 Merger and acquisition costs 5,469 4,930 10,399 14,256 5,890 20,146 Adjusted EBITDA, excluding synergies $16,963 $52,160 $69,123 $37,300 $122,663 $159,963 The Company expects to realize approximately $65 – 75 million of annual synergies in the second full year following completion of the Acquisition. (midpoint) 70,000 Combined company Adjusted EBITDA (incl. synergies) $229,963 1Represents estimated full year 2026 Adjusted EBITDA synergies, with further opportunities for expanded synergies in the following years. Ex-TAC Gross Profit and Adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Reconciliations” below.2Represents estimated full year 2026 Adjusted EBITDA synergies, with further opportunities for expanded synergies in the following years
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