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MIL-OSI: Veritex Holdings, Inc. Reports Third Quarter 2024 Operating Results

Source: GlobeNewswire (MIL-OSI)

DALLAS, Oct. 22, 2024 (GLOBE NEWSWIRE) — Veritex Holdings, Inc. (“Veritex”, the “Company”, “we” or “our”) (Nasdaq: VBTX), the holding company for Veritex Community Bank, today announced the results for the quarter ended September 30, 2024.

“We are pleased to announce both our third quarter results and updates on our balance sheet transformation over the past 2 years,” said C. Malcolm Holland, III, the Company’s Chairman and Chief Executive Officer. “My team has remained focused on growing granular, attractively priced deposits, increasing capital, managing concentrations and reducing credit risk exposure all while continuing to grow a fortress balance sheet through full relationship banking. I could not be more proud of our team of nearly 900 employees who embraced the challenges we set forth back in 2022 and each day going forward.”

	Quarter to Date						Year to Date
*Financial Highlights*	Q3 2024			Q2 2024			Q3 2024			Q3 2023
	(Dollars in thousands, except per share data) (unaudited)
GAAP
Net income	$	31,001		$	27,202		$	82,359		$	104,762
Diluted EPS		0.56			0.50			1.50			1.92
Book value per common share		29.53			28.49			29.53			27.46
Return on average assets¹		0.96	%		0.87	%		0.87	%		1.14	%
Return on average equity¹		7.79			7.10			7.08			9.35
Net interest margin		3.30			3.29			3.28			3.55
Efficiency ratio		61.94			59.11			61.15			50.88
Non-GAAP²
Operating earnings	$	32,181		$	28,310		$	89,628		$	110,489
Diluted operating EPS		0.59			0.52			1.63			2.02
Tangible book value per common share		21.72			20.62			21.72			19.44
Pre-tax, pre-provision operating earnings		44,555			44,420			132,631			174,523
Pre-tax, pre-provision operating return on average assets¹		1.38	%		1.42	%		1.41	%		1.90	%
Pre-tax, pre-provision operating return on average loans¹		1.83			1.83			1.83			2.43
Operating return on average assets¹		1.00			0.91			0.95			1.20
Return on average tangible common equity¹		11.33			10.54			10.48			13.95
Operating return on average tangible common equity¹		11.74			10.94			11.34			14.68
Operating efficiency ratio		60.63			58.41			59.28			49.53

¹ Annualized ratio.
² Refer to the section titled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of these non-generally accepted accounting principles (“GAAP”) financial measures to their most directly comparable GAAP measures.

Other Third Quarter Financial, Credit and Company Highlights

Return on average assets (“ROAA”) increased 9 bps compared to June 30, 2024;
7.2% linked quarter revenue growth;
Nonperforming assets (“NPAs”) decreased 13 bps from the prior quarter to 0.52% of total assets;
Total deposits grew $311.2 million, or 11.60% annualized, compared to June 30, 2024;
Common equity tier 1 capital grew 37 bps from the prior quarter to 10.86%;
Net interest margin (“NIM”) expanded to 3.30%;
Loan to deposit ratio, excluding mortgage warehouse loans, decreased to 81.9% as of September 30, 2024, compared to 85.9% as of June 30, 2024 and 90.7% as of September 30, 2023;
Tangible book value per common share increased to $21.72;
Allowance for credit losses (“ACL”) to total loans held for investment (“LHI”) increased to 1.21%, compared to 1.16% as of June 30, 2024 and 1.14% as of September 30, 2023; and
Declared quarterly cash dividend of $0.20 per share of outstanding common stock payable on November 22, 2024.

Results of Operations for the Three Months Ended September 30, 2024

Net Interest Income

For the three months ended September 30, 2024, net interest income before provision for credit losses was $100.1 million and NIM was 3.30% compared to $96.2 million and 3.29%, respectively, for the three months ended June 30, 2024. The approximately $3.8 million increase, or 4.0%, in net interest income before provision for credit losses was primarily due to a $4.8 million increase in interest income on deposits in financial institutions and fed funds sold, a $1.4 million decrease in interest expense on advances from the Federal Home Loan Bank (“FHLB”), a $422 thousand increase in interest income on debt securities and a $282 thousand increase in interest income on loans. The increase was partially offset by a $1.6 million increase in interest expense on transactions and savings deposits and a $1.4 million increase in interest expense on certificates and other time deposits, during the three months ended September 30, 2024. NIM increased 1 basis point compared to the three months ended June 30, 2024, primarily due to a decrease in funding costs on deposits during the three months ended September 30, 2024, partially offset by a decrease in loan yields and average balances.

Compared to the three months ended September 30, 2023, net interest income before provision for credit losses for the three months ended September 30, 2024 increased by $701 thousand, or 0.7%. The increase was primarily due to a $8.5 million decrease in interest expense on advances from the FHLB, a $5.4 million increase in interest income on deposits in financial institutions and fed funds sold and a $4.9 million increase in interest income on debt securities. The increase was partially offset by a $10.1 million increase in interest expense on certificates and other time deposits, a $7.3 million increase in interest expense on transaction and savings deposits and a $690 thousand decrease in interest income on equity securities and other investments. Compared to the three months ended September 30, 2023, NIM decreased 16 bps from 3.46% for the three months ended September 30, 2024. The decrease was primarily due to the increase in funding costs on deposits during the three months ended September 30, 2024, partially offset by an increase in loan yields and an increase in average balances and yields on debt securities.

Noninterest Income

Noninterest income for the three months ended September 30, 2024 was $13.1 million, an increase of $2.5 million, or 23.9%, compared to the three months ended June 30, 2024. The increase was primarily due to a $1.6 million increase in other income, driven by a $1.2 million increase in other real estate owned (“OREO”) income, a $1.1 million increase in loan fees and a $468 thousand increase in service charges and fees on deposits for the three months ended September 30, 2024. The increase was partially offset by a $540 thousand decrease in government guaranteed loan income.

Compared to the three months ended September 30, 2023, noninterest income for the three months ended September 30, 2024 increased by $3.4 million, or 35.5%. The increase was primarily due to a $2.2 million increase in other income, driven by a $1.2 million increase in OREO income, a $1.7 million increase in loan fees and a $283 thousand increase in service charges and fees on deposit accounts. The increase was partially offset by a $1.0 million decrease in government guaranteed loan income, primarily driven by a decrease in the Company’s USDA sales.

Noninterest Expense

Noninterest expense was $70.1 million for the three months ended September 30, 2024, compared to $63.1 million for the three months ended June 30, 2024, an increase of $7.0 million, or 11.0%. The increase was primarily due to a $4.6 million increase in salaries and employee benefits primarily due to an increase in incentive accruals to 80% of target payout, a $1.9 million increase in other noninterest expense primarily driven by OREO expenses, a $805 thousand increase in marketing expenses and a $204 thousand increase in occupancy and equipment expense. The increase is partially offset by a decrease of $714 thousand in professional and regulatory fees compared to the three months ended June 30, 2024.

Compared to the three months ended September 30, 2023, noninterest expense for the three months ended September 30, 2024 increased by $10.7 million, or 18.0%. The increase was primarily due to a $6.4 million increase in salaries and employee benefits primarily due to the increase in incentive accruals aforementioned, a $5.6 million increase in other noninterest expense, a $727 thousand increase data processing and software expense, and a $428 thousand increase in marketing expenses. The increase was partially offset by a $2.4 million decrease in professional and regulatory fees compared to the three months ended September 30, 2023.

Financial Condition

Total LHI was $9.03 billion at September 30, 2024, a decrease of $180.5 million compared to June 30, 2024.

Total deposits were $11.04 billion at September 30, 2024, an increase of $311.2 million, or 11.6% linked quarter annualized. The increase was primarily the result of an increase of $227.2 million in noninterest bearing deposits and an increase of $225.3 million in interest-bearing transaction and savings deposits. The increase was partially offset by a decrease of $118.7 million in certificates and other time deposits and a decrease of $22.6 million in correspondent money market accounts.

Credit Quality

NPAs totaled $67.3 million, or 0.52% of total assets, of which $58.3 million represents LHI and $9.0 million represents OREO at September 30, 2024, compared to $83.0 million, or 0.65% of total assets, at June 30, 2024. The Company had net charge-offs of $269 thousand for the three months ended September 30, 2024. Annualized net charge-offs to average loans outstanding were 1bp, for the three months ended September 30, 2024, compared to 28 bps and 8 bps for the three months ended June 30, 2024 and September 30, 2023, respectively.

ACL as a percentage of LHI was 1.21%, 1.16% and 1.14% at September 30, 2024, June 30, 2024 and September 30, 2023, respectively. The Company recorded a provision for credit losses of $4.0 million, $8.3 million and $8.6 million for the three months ended September 30, 2024, June 30, 2024 and September 30, 2023, respectively. The recorded provision for credit losses for the three months ended September 30, 2024, compared to the three months ended June 30, 2024, was primarily attributable to an increase in general reserves as a result of changes in economic factors which now represents 97% of the total ACL as a percentage of LHI. The balance for unfunded commitments for the three months ended September 30, 2024 remained relatively stable compared to the three months ended June 30, 2024 and recorded no benefit or provision for unfunded commitments for the three months ended September 30, 2024. The Company recorded no benefit or provision for unfunded commitments for the three months ended June 30, 2024 and a $909 thousand benefit for unfunded commitments for the three months ended September 30, 2023.

Income Tax

Income tax expense for the three months ended September 30, 2024 totaled $8.1 million, a decrease of $154 thousand, or 1.9%, compared to the three months ended June 30, 2024. The Company’s effective tax rate was approximately 20.6% for the three months ended September 30, 2024. The decrease was primarily due a $941 thousand change in the Company’s valuation allowance slightly offset by a return to provision of $224 thousand and a net discrete tax expense of $501 thousand associated with the recognition of an excess tax expense realized on share-based payment awards.

Dividend Information

After the close of the market on Tuesday, October 22, 2024, Veritex’s Board of Directors declared a quarterly cash dividend of $0.20 per share on its outstanding shares of common stock. The dividend will be paid on or after November 22, 2024 to stockholders of record as of the close of business on November 8, 2024.

Non-GAAP Financial Measures

Veritex’s management uses certain non-GAAP (U.S. generally accepted accounting principles) financial measures to evaluate its operating performance and provide information that is important to investors. However, non-GAAP financial measures are supplemental and should be viewed in addition to, and not as an alternative for, Veritex’s reported results prepared in accordance with GAAP. Specifically, Veritex reviews and reports tangible book value per common share of the Company; operating earnings; tangible common equity to tangible assets; return on average tangible common equity; pre-tax, pre-provision operating earnings; pre-tax, pre-provision operating return on average assets; pre-tax, pre-provision operating return on average loans; diluted operating earnings per share; operating return on average assets; operating return on average tangible common equity; and operating efficiency ratio. Veritex has included in this earnings release information related to these non-GAAP financial measures for the applicable periods presented. Please refer to “Reconciliation of Non-GAAP Financial Measures” after the financial highlights at the end of this earnings release for a reconciliation of these non-GAAP financial measures.

Conference Call

The Company will host an investor conference call and webcast to review the results on Wednesday, October 23, 2024, at 8:30 a.m. Central Time. Participants may pre-register for the call by visiting http://edge.media-server.com/mmc/p/99msavdf and will receive a unique PIN, which can be used when dialing in for the call.

Participants may also register via teleconference: https://register.vevent.com/register/BI8a41df4f3f824d2888f9cf9a3e02c9b8. Once registration is completed, participants will be provided with a dial-in number containing a personalized conference code to access the call. All participants are instructed to dial-in 15 minutes prior to the start time.

A replay will be available within approximately two hours after the completion of the call, and made accessible for one week thereafter. You may access the replay via webcast through the investor relations section of Veritex’s website.

About Veritex Holdings, Inc.

Headquartered in Dallas, Texas, Veritex is a bank holding company that conducts banking activities through its wholly owned subsidiary, Veritex Community Bank, with locations throughout the Dallas-Fort Worth metroplex and in the Houston metropolitan area. Veritex Community Bank is a Texas state chartered bank regulated by the Texas Department of Banking and the Board of Governors of the Federal Reserve System. For more information, visit http://www.veritexbank.com.

Forward-Looking Statements

This earnings release includes “forward-looking statements”, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various facts and derived utilizing assumptions, current expectations, estimates and projections and are subject to known and unknown risks, uncertainties and other factors, which change over time and are beyond our control, that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the expected payment of Veritex Holdings, Inc.’s (“Veritex”) quarterly cash dividend; the impact of certain changes in Veritex’s accounting policies, standards and interpretations; turmoil in the banking industry, responsive measures to mitigate and manage such turmoil and related supervisory and regulatory actions and costs; and Veritex’s future financial performance, business and growth strategy, projected plans and objectives, as well as other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact broader economic and industry trends, and any such variations may be material. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “seeks,” “targets,” “outlooks,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing words. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Veritex’s Annual Report on Form 10-K for the year ended December 31, 2023 and any updates to those risk factors set forth in Veritex’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at http://www.sec.gov. If one or more events related to these or other risks or uncertainties materialize, or if Veritex’s underlying assumptions prove to be incorrect, actual results may differ materially from what Veritex anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. Veritex does not undertake any obligation, and specifically declines any obligation, to supplement, update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law. All forward-looking statements, expressed or implied, included in this earnings release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Veritex or persons acting on Veritex’s behalf may issue.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES Financial Highlights (Unaudited)

	For the Quarter Ended															For the Nine Months Ended
	Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023			Sep 30, 2024			Sep 30, 2023
	(Dollars and shares in thousands, except per share data)
Per Share Data (Common Stock):
Basic EPS	$	0.57		$	0.50		$	0.44		$	0.06		$	0.60		$	1.51		$	1.93
Diluted EPS		0.56			0.50			0.44			0.06			0.60			1.50			1.92
Book value per common share		29.53			28.49			28.23			28.18			27.46			29.53			27.46
Tangible book value per common share¹		21.72			20.62			20.33			20.21			19.44			21.72			19.44
Dividends paid per common share outstanding²		0.20			0.20			0.20			0.20			0.20			0.60			0.60

Common Stock Data:
Shares outstanding at period end		54,446			54,350			54,496			54,338			54,305			54,446			54,305
Weighted average basic shares outstanding for the period		54,409			54,457			54,444			54,327			54,300			54,437			54,233
Weighted average diluted shares outstanding for the period		54,932			54,823			54,842			54,691			54,597			54,866			54,563

Summary of Credit Ratios:
ACL to total LHI		1.21	%		1.16	%		1.15	%		1.14	%		1.14	%		1.21	%		1.14	%
NPAs to total assets		0.52			0.65			0.82			0.77			0.65			0.52			0.65
NPAs to total loans and OREO		0.70			0.85			1.06			0.99			0.83			0.70			0.83
Net charge-offs to average loans outstanding³		0.01			0.28			0.22			0.39			0.08			0.17			0.20

Summary Performance Ratios:
Return on average assets³		0.96	%		0.87	%		0.79	%		0.11	%		1.06	%		0.87	%		1.14	%
Return on average equity³		7.79			7.10			6.33			0.92			8.58			7.08			9.35
Return on average tangible common equity^1,3		11.33			10.54			9.52			2.00			12.80			10.48			13.95
Efficiency ratio		61.94			59.11			62.45			77.49			54.49			61.15			50.88
Net interest margin		3.30			3.29			3.24			3.31			3.46			3.28			3.55

Selected Performance Metrics – Operating:
Diluted operating EPS¹	$	0.59		$	0.52		$	0.53		$	0.58		$	0.60		$	1.63		$	2.02
Pre-tax, pre-provision operating return on average assets^1,3		1.38	%		1.42	%		1.42	%		1.54	%		1.61	%		1.41	%		1.90	%
Pre-tax, pre-provision operating return on average loans^1,3		1.83			1.83			1.84			1.97			2.05			1.83			2.43
Operating return on average assets^1,3		1.00			0.91			0.95			1.02			1.06			0.95			1.20
Operating return on average tangible common equity^1,3		11.74			10.94			11.34			12.37			12.80			11.34			14.68
Operating efficiency ratio¹		60.63			58.41			58.73			55.50			54.49			59.28			49.53

Veritex Holdings, Inc. Capital Ratios:
Average stockholders’ equity to average total assets		12.31	%		12.26	%		12.43	%		12.27	%		12.30	%		12.33	%		12.21	%
Tangible common equity to tangible assets¹		9.37			9.14			9.02			9.18			8.86			9.37			8.86
Tier 1 capital to average assets (leverage)		10.06			10.06			10.12			10.03			10.10			10.06			10.10
Common equity tier 1 capital		10.86			10.49			10.37			10.29			10.11			10.86			10.11
Tier 1 capital to risk-weighted assets		11.13			10.75			10.63			10.56			10.37			11.13			10.37
Total capital to risk-weighted assets		13.91			13.45			13.33			13.18			12.95			13.91			12.95
Risk weighted assets	$	11,290,800		$	11,450,997		$	11,407,446		$	11,387,825		$	11,617,229		$	11,290,800		$	11,617,229

¹ Refer to the section titled “Reconciliation of Non-GAAP Financial Measures” after the financial highlights for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.
² Dividend amount represents dividend paid per common share subsequent to each respective quarter end.
³Annualized ratio for quarterly metrics.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES Financial Highlights (In thousands)

	Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023
	(unaudited)			(unaudited)			(unaudited)						(unaudited)
ASSETS
Cash and cash equivalents	$	1,100,790		$	651,837		$	740,769		$	629,063		$	713,408
Debt securities, net		1,423,610			1,349,354			1,344,930			1,257,042			1,060,629
Other investments		71,257			75,885			76,788			76,238			80,869

Loans held for sale (“LHFS”)		48,496			57,046			64,762			79,072			41,313
LHI, mortgage warehouse (“MW”)		630,650			568,047			449,531			377,796			390,767
LHI, excluding MW		9,028,575			9,209,094			9,249,551			9,206,544			9,237,447
Total loans		9,707,721			9,834,187			9,763,844			9,663,412			9,669,527
ACL		(117,162	)		(113,431	)		(112,032	)		(109,816	)		(109,831	)
Bank-owned life insurance		84,776			84,233			85,359			84,833			84,867
Bank premises, furniture and equipment, net		114,202			105,222			105,299			105,727			106,118
Other real estate owned (“OREO”)		9,034			24,256			18,445			—			—
Intangible assets, net of accumulated amortization		32,825			35,817			38,679			41,753			44,294
Goodwill		404,452			404,452			404,452			404,452			404,452
Other assets		211,471			232,518			241,863			241,633			291,998
Total assets	$	13,042,976		$	12,684,330		$	12,708,396		$	12,394,337		$	12,346,331
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing deposits	$	2,643,894		$	2,416,727		$	2,349,211		$	2,218,036		$	2,363,340
Interest-bearing transaction and savings deposits		4,204,708			3,979,454			4,220,114			4,348,385			3,936,070
Certificates and other time deposits		3,625,920			3,744,596			3,486,805			3,191,737			3,403,427
Correspondent money market deposits		561,489			584,067			597,690			580,037			493,681
Total deposits		11,036,011			10,724,844			10,653,820			10,338,195			10,196,518
Accounts payable and other liabilities		168,415			180,585			186,027			195,036			229,116
Advances from FHLB		—			—			100,000			100,000			200,000
Subordinated debentures and subordinated notes		230,536			230,285			230,034			229,783			229,531
Total liabilities		11,434,962			11,135,714			11,169,881			10,863,014			10,855,165
Commitments and contingencies
Stockholders’ equity:
Common stock		613			612			611			610			609
Additional paid-in capital		1,324,929			1,321,995			1,319,144			1,317,516			1,314,459
Retained earnings		493,921			473,801			457,499			444,242			451,513
Accumulated other comprehensive loss		(40,330	)		(76,713	)		(71,157	)		(63,463	)		(107,833	)
Treasury stock		(171,119	)		(171,079	)		(167,582	)		(167,582	)		(167,582	)
Total stockholders’ equity		1,608,014			1,548,616			1,538,515			1,531,323			1,491,166
Total liabilities and stockholders’ equity	$	13,042,976		$	12,684,330		$	12,708,396		$	12,394,337		$	12,346,331

VERITEX HOLDINGS, INC. AND SUBSIDIARIES Financial Highlights (In thousands, except per share data)

	For the Quarter Ended													For the Nine Months Ended
	Sep 30, 2024		Jun 30, 2024		Mar 31, 2024			Dec 31, 2023			Sep 30, 2023			Sep 30, 2024			Sep 30, 2023
	(unaudited)		(unaudited)		(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Interest income:
Loans, including fees	$	167,261	$	166,979	$	161,942		$	165,443		$	167,368		$	496,182		$	482,802
Debt securities		15,830		15,408		13,695			12,282			10,928			44,933			32,082
Deposits in financial institutions and Fed Funds sold		12,571		7,722		8,050			8,162			7,128			28,343			20,169
Equity securities and other investments		1,001		1,138		900			1,717			1,691			3,039			4,217
Total interest income		196,663		191,247		184,587			187,604			187,115			572,497			539,270
Interest expense:
Transaction and savings deposits		47,208		45,619		46,784			46,225			39,936			139,611			102,750
Certificates and other time deposits		46,230		44,811		40,492			40,165			36,177			131,533			85,244
Advances from FHLB		47		1,468		1,391			2,581			8,523			2,906			38,443
Subordinated debentures and subordinated notes		3,116		3,113		3,114			3,100			3,118			9,343			9,252
Total interest expense		96,601		95,011		91,781			92,071			87,754			283,393			235,689
Net interest income		100,062		96,236		92,806			95,533			99,361			289,104			303,581
Provision for credit losses		4,000		8,250		7,500			9,500			8,627			19,750			33,012
(Benefit) provision for unfunded commitments		—		—		(1,541	)		(1,500	)		(909	)		(1,541	)		(541	)
Net interest income after provisions		96,062		87,986		86,847			87,533			91,643			270,895			271,110
Noninterest income:
Service charges and fees on deposit accounts		5,442		4,974		4,896			4,800			5,159			15,312			15,448
Loan fees		3,278		2,207		2,510			1,200			1,564			7,995			5,148
Loss on sales of debt securities		—		—		(6,304	)		—			—			(6,304	)		(5,321	)
Government guaranteed loan income, net		780		1,320		2,614			4,378			1,772			4,714			15,604
Equity method investment (loss) income		—		—		—			(29,417	)		(136	)		—			(1,172	)
Customer swap income		271		326		449			258			202			1,046			1,380
Other income		3,335		1,751		2,497			989			1,113			7,583			5,810
Total noninterest income (loss)		13,106		10,578		6,662			(17,792	)		9,674			30,346			36,897
Noninterest expense:
Salaries and employee benefits		37,370		32,790		33,365			30,606			30,949			103,525			91,464
Occupancy and equipment		4,789		4,585		4,677			4,670			4,881			14,051			14,681
Professional and regulatory fees		4,903		5,617		6,053			7,626			7,283			16,573			18,540
Data processing and software expense		5,268		5,097		4,856			4,569			4,541			15,221			13,970
Marketing		2,781		1,976		1,546			1,945			2,353			6,303			6,759
Amortization of intangibles		2,438		2,438		2,438			2,438			2,438			7,314			7,401
Telephone and communications		335		365		261			356			362			961			1,195
Other		12,216		10,273		8,920			8,028			6,607			31,409			19,216
Total noninterest expense		70,100		63,141		62,116			60,238			59,414			195,357			173,226
Income before income tax expense		39,068		35,423		31,393			9,503			41,903			105,884			134,781
Income tax expense		8,067		8,221		7,237			6,004			9,282			23,525			30,019
Net income	$	31,001	$	27,202	$	24,156		$	3,499		$	32,621		$	82,359		$	104,762

Basic EPS	$	0.57	$	0.50	$	0.44		$	0.06		$	0.60		$	1.51		$	1.93
Diluted EPS	$	0.56	$	0.50	$	0.44		$	0.06		$	0.60		$	1.50		$	1.92
Weighted average basic shares outstanding		54,409		54,457		54,444			54,327			54,300			54,437			54,233
Weighted average diluted shares outstanding		54,932		54,823		54,842			54,691			54,597			54,866			54,563

VERITEX HOLDINGS, INC. AND SUBSIDIARIES Financial Highlights (Unaudited)

	For the Quarter Ended
	September 30, 2024							June 30, 2024							September 30, 2023
	Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate		Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate		Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate
	(Dollars in thousands)
Assets
Interest-earning assets:
Loans¹	$	9,184,182		$	159,163	6.89	%	$	9,344,482		$	160,323	6.90	%	$	9,267,366		$	161,615	6.92	%
LHI, MW		477,592			8,098	6.75			420,946			6,656	6.36			357,639			5,753	6.38
Debt securities		1,384,835			15,830	4.55			1,352,293			15,408	4.58			1,121,716			10,928	3.87
Interest-bearing deposits in other banks		924,685			12,571	5.41			560,586			7,722	5.54			520,785			7,128	5.43
Equity securities and other investments		75,884			1,001	5.25			78,964			1,138	5.80			135,714			1,691	4.94
Total interest-earning assets		12,047,178			196,663	6.49			11,757,271			191,247	6.54			11,403,220			187,115	6.51
ACL		(115,510	)						(115,978	)						(105,320	)
Noninterest-earning assets		930,250							937,413							961,162
Total assets	$	12,861,918						$	12,578,706						$	12,259,062

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	$	4,700,196		$	47,208	4.00	%	$	4,570,329		$	45,619	4.01	%	$	4,168,876		$	39,936	3.80	%
Certificates and other time deposits		3,678,718			46,230	5.00			3,591,035			44,811	5.02			3,151,704			36,177	4.55
Advances from FHLB and Other		3,261			47	5.73			106,648			1,468	5.54			725,543			8,523	4.66
Subordinated debentures and subordinated notes		230,393			3,116	5.38			230,141			3,113	5.44			229,389			3,118	5.39
Total interest-bearing liabilities		8,612,568			96,601	4.46			8,498,153			95,011	4.50			8,275,512			87,754	4.21

Noninterest-bearing liabilities:
Noninterest-bearing deposits		2,486,676							2,346,908							2,272,207
Other liabilities		179,273							192,036							203,173
Total liabilities		11,278,517							11,037,097							10,750,892
Stockholders’ equity		1,583,401							1,541,609							1,508,170
Total liabilities and stockholders’ equity	$	12,861,918						$	12,578,706						$	12,259,062

Net interest rate spread²						2.03	%						2.04	%						2.30	%
Net interest income and margin³				$	100,062	3.30	%				$	96,236	3.29	%				$	99,361	3.46	%

¹ Includes average outstanding balances of LHFS of $54.3 million, $58.5 million and $28.3 million for the quarters ended September 30, 2024, June 30, 2024, and September 30, 2023, respectively, and average balances of LHI, excluding MW.
² Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
³ Net interest margin is equal to net interest income divided by average interest-earning assets.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES Financial Highlights (In thousands, except percentages)

	For the Nine Months Ended
	September 30, 2024							September 30, 2023
	Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate		Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate
Assets
Interest-earning assets:
Loans¹	$	9,270,510		$	477,071	6.87	%	$	9,231,814		$	467,101	6.76	%
LHI, MW		393,008			19,111	6.50			363,182			15,701	5.78
Debt securities		1,344,190			44,933	4.47			1,168,860			32,082	3.67
Interest-bearing deposits in other banks		692,434			28,343	5.47			527,805			20,169	5.11
Equity securities and other investments		77,035			3,039	5.27			132,895			4,217	4.24
Total interest-earning assets		11,777,177			572,497	6.49			11,424,556			539,270	6.31
ACL		(114,576	)						(100,228	)
Noninterest-earning assets		930,605							950,369
Total assets	$	12,593,206						$	12,274,697

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	$	4,636,889		$	139,611	4.02	%	$	4,079,436		$	102,750	3.37	%
Certificates and other time deposits		3,518,417			131,533	4.99			2,873,388			85,244	3.97
Advances from FHLB and Other		70,055			2,906	5.54			1,105,592			38,443	4.65
Subordinated debentures and subordinated notes		230,139			9,343	5.42			229,923			9,252	5.38
Total interest-bearing liabilities		8,455,500			283,393	4.48			8,288,339			235,689	3.80

Noninterest-bearing liabilities:
Noninterest-bearing deposits		2,396,629							2,305,745
Other liabilities		188,007							182,040
Total liabilities		11,040,136							10,776,124
Stockholders’ equity		1,553,070							1,498,573
Total liabilities and stockholders’ equity	$	12,593,206						$	12,274,697

Net interest rate spread²						2.01	%						2.51	%
Net interest income and margin³				$	289,104	3.28	%				$	303,581	3.55	%

¹ Includes average outstanding balances of LHFS of $55.5 million and $23.8 million for the nine months ended September 30, 2024 and 2023, respectively, and average balances of LHI, excluding MW.
² Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
³ Net interest margin is equal to net interest income divided by average interest-earning assets.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES Financial Highlights (Unaudited)
Yield Trend

	For the Quarter Ended
	Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023
Average yield on interest-earning assets:
Loans¹		6.89	%		6.90	%		6.83	%		6.88	%		6.92	%
LHI, MW		6.75			6.36			6.27			5.82			6.38
Total Loans		6.89			6.88			6.81			6.85			6.90
Debt securities		4.55			4.58			4.25			4.10			3.87
Interest-bearing deposits in other banks		5.41			5.54			5.54			5.51			5.43
Equity securities and other investments		5.25			5.80			4.75			8.28			4.94
Total interest-earning assets		6.49	%		6.54	%		6.44	%		6.51	%		6.51	%

Average rate on interest-bearing liabilities:
Interest-bearing demand and savings deposits		4.00	%		4.01	%		4.06	%		4.03	%		3.80	%
Certificates and other time deposits		5.00			5.02			4.96			4.85			4.55
Advances from FHLB		5.73			5.54			5.54			5.60			4.66
Subordinated debentures and subordinated notes		5.38			5.44			5.45			5.36			5.39
Total interest-bearing liabilities		4.46	%		4.50	%		4.47	%		4.43	%		4.21	%

Net interest rate spread²		2.03	%		2.04	%		1.97	%		2.08	%		2.30	%
Net interest margin³		3.30	%		3.29	%		3.24	%		3.31	%		3.46	%

¹Includes average outstanding balances of LHFS of $54.3 million, $58.5 million, $53.9 million, $31.2 million and $28.3 million for the three months ended September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023, and September 30, 2023, respectively, and average balances of LHI, excluding MW.
² Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
³ Net interest margin is equal to net interest income divided by average interest-earning assets.

Supplemental Yield Trend

	For the Quarter Ended										For the Nine Months Ended
	Sep 30, 2024		Jun 30, 2024		Mar 31, 2024		Dec 31, 2023		Sep 30, 2023		Sep 30, 2024		Sep 30, 2023
Average cost of interest-bearing deposits	4.44	%	4.46	%	4.43	%	4.38	%	4.12	%	4.44	%	3.62	%
Average costs of total deposits, including noninterest-bearing	3.42		3.46		3.42		3.37		3.15		3.43		2.03

VERITEX HOLDINGS, INC. AND SUBSIDIARIES Financial Highlights (Unaudited)

LHI and Deposit Portfolio Composition

	Sep 30, 2024					Jun 30, 2024					Mar 31, 2024					Dec 31, 2023					Sep 30, 2023
	(Dollars in thousands)
LHI¹
Commercial and Industrial (“C&I”)	$	2,728,544		30.2	%	$	2,798,260		30.4	%	$	2,785,987		30.1	%	$	2,752,063		29.9	%	$	2,841,024		30.7	%
Real Estate:
Owner occupied commercial (“OOCRE”)		807,223		8.9			806,285		8.7			788,376		8.5			794,088		8.6			697,299		7.5
Non-owner occupied commercial (“NOOCRE”)		2,338,094		25.9			2,369,848		25.7			2,352,993		25.5			2,350,725		25.5			2,398,060		26.1
Construction and land		1,436,540		15.8			1,536,580		16.7			1,568,257		16.9			1,734,254		18.8			1,705,053		18.4
Farmland		32,254		0.4			30,512		0.3			30,979		0.3			31,114		0.3			59,684		0.6
1-4 family residential		944,755		10.5			917,402		10.0			969,401		10.5			937,119		10.2			933,225		10.1
Multi-family residential		738,090		8.2			748,740		8.1			751,607		8.1			605,817		6.6			603,395		6.5
Consumer		11,292		0.1			9,245		0.1			8,882		0.1			10,149		0.1			9,845		0.1
Total LHI	$	9,036,792		100	%	$	9,216,872		100	%	$	9,256,482		100	%	$	9,215,329		100	%	$	9,247,585		100	%

MW		630,650					568,047					449,531					377,796					390,767

Total LHI¹	$	9,667,442				$	9,784,919				$	9,706,013				$	9,593,125				$	9,638,352

Total LHFS		48,496					57,046					64,762					79,072					41,313

Total Loans	$	9,715,938				$	9,841,965				$	9,770,775				$	9,672,197				$	9,679,665

Deposits
Noninterest-bearing	$	2,643,894		24.0	%	$	2,416,727		22.5	%	$	2,349,211		22.1	%	$	2,218,036		21.5	%	$	2,363,340		23.2	%
Interest-bearing transaction		421,059		3.8			523,272		4.9			724,171		6.8			927,193		8.9			739,098		7.2
Money market		3,462,709		31.4			3,268,286		30.5			3,326,742		31.2			3,284,324		31.8			3,096,498		30.4
Savings		320,940		2.9			187,896		1.8			169,201		1.6			136,868		1.3			100,474		1.0
Certificates and other time deposits		3,625,920		32.8			3,744,596		34.9			3,486,805		32.7			3,191,737		30.9			3,403,427		33.4
Correspondent money market accounts		561,489		5.1			584,067		5.4			597,690		5.6			580,037		5.6			493,681		4.8
Total deposits	$	11,036,011		100	%	$	10,724,844		100	%	$	10,653,820		100	%	$	10,338,195		100	%	$	10,196,518		100	%

Total Loans to Deposits Ratio		88.0	%				91.8	%				91.7	%				93.6	%				94.9	%

Total Loans to Deposit Ratio, excluding MW loans and LHFS		81.9	%				85.9	%				86.9	%				89.1	%				90.7	%

¹ Total LHI does not include deferred fees of $8.2 million, $7.8 million, $6.9 million, $8.8 million and $10.1 million at September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023 and September 30, 2023, respectively.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES Financial Highlights (Unaudited)
Asset Quality

	For the Quarter Ended															For the Nine Months Ended
	Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023			Sep 30, 2024			Sep 30, 2023
	(Dollars in thousands)
NPAs:
Nonaccrual loans	$	55,335		$	58,537		$	75,721		$	79,133		$	65,676		$	55,335		$	65,676
Nonaccrual PCD loans¹		70			73			9,419			13,715			13,718			70			13,718
Accruing loans 90 or more days past due²		2,860			143			220			2,975			474			2,860			474
Total nonperforming loans held for investment (“NPLs”)		58,265			58,753			85,360			95,823			79,868			58,265			79,868
Other real estate owned		9,034			24,256			18,445			—			—			9,034			—
Total NPAs	$	67,299		$	83,009		$	103,805		$	95,823		$	79,868		$	67,299		$	79,868

Charge-offs:
1-4 family residential	$	—		$	(31	)	$	—		$	(21	)	$	—		$	(31	)	$	—
Multifamily		—			(198	)		—			(192	)		—			(198	)		—
OOCRE		—			—			(120	)		(364	)		(375	)		(120	)		(491	)
NOOCRE		—			(1,969	)		(4,293	)		(5,434	)		—			(6,262	)		(8,215	)
C&I		(2,259	)		(5,601	)		(946	)		(3,893	)		(1,929	)		(8,806	)		(6,520	)
Consumer		(54	)		(30	)		(71	)		(33	)		(49	)		(155	)		(203	)
Total charge-offs	$	(2,313	)	$	(7,829	)	$	(5,430	)	$	(9,937	)	$	(2,353	)	$	(15,572	)	$	(15,429	)

Recoveries:
1-4 family residential	$	3		$	—		$	1		$	1		$	—		$	4		$	2
OOCRE		—			120			—			—			—			120			—
NOOCRE		—			—			—			—			200			—			350
C&I		1,962			361			96			387			308			2,419			778
Mortgage Warehouse		46			—			—			—			—			46			—
Consumer		33			497			49			34			14			579			66
Total recoveries	$	2,044		$	978		$	146		$	422		$	522		$	3,168		$	1,196

Net charge-offs	$	(269	)	$	(6,851	)	$	(5,284	)	$	(9,515	)	$	(1,831	)	$	(12,404	)	$	(14,233	)

Provision for credit losses	$	4,000		$	8,250		$	7,500		$	9,500		$	8,627		$	19,750		$	33,012

ACL	$	117,162		$	113,431		$	112,032		$	109,816		$	109,831		$	117,162		$	109,831

Asset Quality Ratios:
NPAs to total assets		0.52	%		0.65	%		0.82	%		0.77	%		0.65	%		0.52	%		0.65	%
NPAs, excluding nonaccrual PCD loans, to total assets		0.52			0.65			0.74			0.66			0.44			0.52			0.54
NPAs to total loans and OREO		0.70			0.85			1.06			0.99			0.83			0.70			0.83
NPLs to total LHI		0.60			0.60			0.88			1.00			0.83			0.60			0.83
NPLs, excluding nonaccrual PCD loans, to total LHI		0.60			0.60			0.78			0.86			0.69			0.60			0.69
ACL to total LHI		1.21			1.16			1.15			1.14			1.14			1.21			1.14
ACL to total loans, excluding MW and LHFS		1.30			1.23			1.21			1.19			1.19			1.30			1.19
Net charge-offs to average loans outstanding³		0.01			0.28			0.22			0.39			0.08			0.17			0.20

¹ Nonaccrual PCD loans consist of PCD loans that transitioned upon adoption of ASC 326 Financial Instruments – Credit Losses and were accounted for on a pooled basis that have subsequently been placed on nonaccrual status.
² Accruing loans greater than 90 days past due exclude purchase credit deteriorated loans greater than 90 days past due that are accounted for on a pooled basis.
³ Annualized ratio for quarterly metrics.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation of Non-GAAP Financial Measures
(Unaudited)

We identify certain financial measures discussed in this earnings release as being “non-GAAP financial measures.” In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP, in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios calculated using exclusively either one or both of (i) financial measures calculated in accordance with GAAP and (ii) operating measures or other measures that are not non-GAAP financial measures.

The non-GAAP financial measures that we present in this earnings release should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we present in this earnings release may differ from that of other companies reporting measures with similar names. You should understand how such other financial institutions calculate their financial measures that appear to be similar or have similar names to the non-GAAP financial measures we have discussed in this earnings release when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less goodwill and core deposit intangibles, net of accumulated amortization; and (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by number of common shares outstanding. For tangible book value per common share, the most directly comparable financial measure calculated in accordance with GAAP is book value per common share.

We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in core deposit intangibles. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and presents our tangible book value per common share compared with our book value per common share:

	As of
	Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023
	(Dollars in thousands, except per share data)
Tangible Common Equity
Total stockholders’ equity	$	1,608,014		$	1,548,616		$	1,538,515		$	1,531,323		$	1,491,166
Adjustments:
Goodwill		(404,452	)		(404,452	)		(404,452	)		(404,452	)		(404,452	)
Core deposit intangibles		(21,182	)		(23,619	)		(26,057	)		(28,495	)		(30,933	)
Tangible common equity	$	1,182,380		$	1,120,545		$	1,108,006		$	1,098,376		$	1,055,781
Common shares outstanding		54,446			54,350			54,496			54,338			54,305

Book value per common share	$	29.53		$	28.49		$	28.23		$	28.18		$	27.46
Tangible book value per common share	$	21.72		$	20.62		$	20.33		$	20.21		$	19.44

Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity, less goodwill and core deposit intangibles, net of accumulated amortization; (b) tangible assets as total assets less goodwill and core deposit intangibles, net of accumulated amortization; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For tangible common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

We believe that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period in common equity and total assets, in each case, exclusive of changes in core deposit intangibles. Goodwill and other intangible assets have the effect of increasing both total stockholders’ equity and assets while not increasing our tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets and presents our tangible common equity to tangible assets:

	As of
	Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023
	(Dollars in thousands)
Tangible Common Equity
Total stockholders’ equity	$	1,608,014		$	1,548,616		$	1,538,515		$	1,531,323		$	1,491,166
Adjustments:
Goodwill		(404,452	)		(404,452	)		(404,452	)		(404,452	)		(404,452	)
Core deposit intangibles		(21,182	)		(23,619	)		(26,057	)		(28,495	)		(30,933	)
Tangible common equity	$	1,182,380		$	1,120,545		$	1,108,006		$	1,098,376		$	1,055,781
Tangible Assets
Total assets	$	13,042,976		$	12,684,330		$	12,708,396		$	12,394,337		$	12,346,331
Adjustments:
Goodwill		(404,452	)		(404,452	)		(404,452	)		(404,452	)		(404,452	)
Core deposit intangibles		(21,182	)		(23,619	)		(26,057	)		(28,495	)		(30,933	)
Tangible Assets	$	12,617,342		$	12,256,259		$	12,277,887		$	11,961,390		$	11,910,946
Tangible Common Equity to Tangible Assets		9.37	%		9.14	%		9.02	%		9.18	%		8.86	%

Return on Average Tangible Common Equity. Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) net income available for common stockholders adjusted for amortization of core deposit intangibles (which we refer to as “return”) as net income, plus amortization of core deposit intangibles, less tax benefit at the statutory rate; (b) average tangible common equity as total average stockholders’ equity less average goodwill and average core deposit intangibles, net of accumulated amortization; and (c) return (as described in clause (a)) divided by average tangible common equity (as described in clause (b)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

We believe that this measure is important to many investors in the marketplace who are interested in the return on common equity, exclusive of the impact of core deposit intangibles. Goodwill and core deposit intangibles have the effect of increasing total stockholders’ equity while not increasing our tangible common equity. This measure is particularly relevant to acquisitive institutions that may have higher balances in goodwill and core deposit intangibles than non-acquisitive institutions.

The following table reconciles, as of the dates set forth below, average tangible common equity to average common equity and net income available for common stockholders adjusted for amortization of core deposit intangibles, net of taxes to net income and presents our return on average tangible common equity:

	For the Quarter Ended															For the Nine Months Ended
	Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023			Sep 30, 2024			Sep 30, 2023
	(Dollars in thousands)
Net income available for common stockholders adjusted for amortization of core deposit intangibles
Net income	$	31,001		$	27,202		$	24,156		$	3,499		$	32,621		$	82,359		$	104,762
Adjustments:
Plus: Amortization of core deposit intangibles		2,438			2,438			2,438			2,438			2,438			7,314			7,314
Less: Tax benefit at the statutory rate		512			512			512			512			512			1,536			1,536
Net income available for common stockholders adjusted for amortization of core deposit intangibles	$	32,927		$	29,128		$	26,082		$	5,425		$	34,547		$	88,137		$	110,540

Average Tangible Common Equity
Total average stockholders’ equity	$	1,583,401		$	1,541,609		$	1,533,868		$	1,510,286		$	1,508,170		$	1,553,070		$	1,498,573
Adjustments:
Average goodwill		(404,452	)		(404,452	)		(404,452	)		(404,452	)		(404,452	)		(404,452	)		(404,452	)
Average core deposit intangibles		(22,789	)		(25,218	)		(27,656	)		(30,093	)		(32,540	)		(25,212	)		(34,939	)
Average tangible common equity	$	1,156,160		$	1,111,939		$	1,101,760		$	1,075,741		$	1,071,178		$	1,123,406		$	1,059,182
Return on Average Tangible Common Equity (Annualized)		11.33	%		10.54	%		9.52	%		2.00	%		12.80	%		10.48	%		13.95	%

Operating Earnings, Pre-tax, Pre-provision Operating Earnings and performance metrics calculated using Operating Earnings and Pre-tax, Pre-provision Operating Earnings, including Diluted Operating Earnings per Share, Operating Return on Average Assets, Pre-tax, Pre-Provision Operating Return on Average Assets, Pre-tax, Pre-Provision Operating Return on Average Loans, Operating Return on Average Tangible Common Equity and Operating Efficiency Ratio. Operating earnings, pre-tax, pre-provision operating earnings and the performance metrics calculated using these metrics, listed below, are non-GAAP measures used by management to evaluate the Company’s financial performance. We calculate (a) operating earnings as net income plus severance payments, plus loss on sale of debt securities AFS, net, plus M&A expenses less tax impact of adjustments, plus nonrecurring tax adjustments. We calculate (b) diluted operating earnings per share as operating earnings as described in clause (a) divided by weighted average diluted shares outstanding. We calculate (c) pre-tax, pre-provision operating earnings as operating earnings as described in clause (a) plus provision for income taxes, plus provision (benefit) for credit losses and unfunded commitments. We calculate (d) pre-tax, pre-provision operating return on average assets as pre-tax, pre-provision operating earnings as described in clause (a) divided by total average assets. We calculate (e) operating return on average assets as operating earnings as described in clause (a) divided by total average assets. We calculate (f) operating return on average tangible common equity as operating earnings as described in clause (a), adjusted for the amortization of intangibles and tax benefit at the statutory rate, divided by total average tangible common equity (average stockholders’ equity less average goodwill and average core deposit intangibles, net of accumulated amortization). We calculate (g) operating efficiency ratio as noninterest expense plus adjustments to operating noninterest expense divided by noninterest income plus adjustments to operating noninterest income, plus net interest income.

We believe that these measures and the operating metrics calculated utilizing these measures are important to management and many investors in the marketplace who are interested in understanding the ongoing operating performance of the Company and provide meaningful comparisons to its peers.

The following tables reconcile, as of the dates set forth below, operating net income and pre-tax, pre-provision operating earnings and related metrics:

	For the Quarter Ended										For the Nine Months Ended
	Sep 30, 2024		Jun 30, 2024		Mar 31, 2024		Dec 31, 2023		Sep 30, 2023		Sep 30, 2024		Sep 30, 2023
	(Dollars in thousands, except per share data)
Operating Earnings
Net income	$	31,001	$	27,202	$	24,156	$	3,499	$	32,621	$	82,359	$	104,762
Plus: Severance payments¹		1,487		613		—		—		—		2,100		1,950
Plus: Loss on sale of AFS securities, net		—		—		6,304		—		—		6,304		5,321
Plus: Equity method investment write-down		—		—		—		29,417		—		—		—
Plus: FDIC special assessment		—		134		—		768		—		134		—
Operating pre-tax income		32,488		27,949		30,460		33,684		32,621		90,897		112,033
Less: Tax impact of adjustments		307		166		1,323		2,059		—		1,796		1,544
Plus: Nonrecurring tax adjustments		—		527		—		—		—		527		—
Operating earnings	$	32,181	$	28,310	$	29,137	$	31,625	$	32,621	$	89,628	$	110,489

Weighted average diluted shares outstanding		54,932		54,823		54,842		54,691		54,597		54,866		54,563
Diluted EPS	$	0.56	$	0.50	$	0.44	$	0.06	$	0.60	$	1.50	$	1.92
Diluted operating EPS	$	0.59	$	0.52	$	0.53	$	0.58	$	0.60	$	1.63	$	2.02

¹ Severance payments relate to certain restructurings made during the periods disclosed.

	For the Quarter Ended															For the Nine Months Ended
	Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023			Sep 30, 2024			Sep 30, 2023
	(Dollars in thousands)
Pre-Tax, Pre-Provision Operating Earnings
Net income	$	31,001		$	27,202		$	24,156		$	3,499		$	32,621		$	82,359		$	104,762
Plus: Provision for income taxes		8,067			8,221			7,237			6,004			9,282			23,525			30,019
Plus: Provision for credit losses and unfunded commitments		4,000			8,250			5,959			8,000			7,718			18,209			32,471
Plus: Severance payments		1,487			613			—			—			—			2,100			1,950
Plus: Loss on sale of AFS securities, net		—			—			6,304			—			—			6,304			5,321
Plus: Equity method investment write-down		—			—			—			29,417			—			—			—
Plus: FDIC special assessment		—			134			—			768			—			134			—
Pre-tax, pre-provision operating earnings	$	44,555		$	44,420		$	43,656		$	47,688		$	49,621		$	132,631		$	174,523

Average total assets	$	12,861,918		$	12,578,706		$	12,336,042		$	12,306,634		$	12,259,062		$	12,593,206		$	12,274,697
Pre-tax, pre-provision operating return on average assets¹		1.38	%		1.42	%		1.42	%		1.54	%		1.61	%		1.41	%		1.90	%

Average loans	$	9,661,774		$	9,765,428		$	9,563,372		$	9,581,784		$	9,625,005		$	9,663,518		$	9,594,996
Pre-tax, pre-provision operating return on average loans¹		1.83	%		1.83	%		1.84	%		1.97	%		2.05	%		1.83	%		2.43	%

Average total assets	$	12,861,918		$	12,578,706		$	12,336,042		$	12,306,634		$	12,259,062		$	12,593,206		$	12,274,697
Return on average assets¹		0.96	%		0.87	%		0.79	%		0.11	%		1.06	%		0.87	%		1.14	%
Operating return on average assets¹		1.00			0.91			0.95			1.02			1.06			0.95			1.20

Operating earnings adjusted for amortization of core deposit intangibles
Operating earnings	$	32,181		$	28,310		$	29,137		$	31,625		$	32,621		$	89,628		$	110,489
Adjustments:
Plus: Amortization of core deposit intangibles		2,438			2,438			2,438			2,438			2,438			7,314			7,314
Less: Tax benefit at the statutory rate		512			512			512			512			512			1,536			1,536
Operating earnings adjusted for amortization of core deposit intangibles	$	34,107		$	30,236		$	31,063		$	33,551		$	34,547		$	95,406		$	116,267

Average Tangible Common Equity
Total average stockholders’ equity	$	1,583,401		$	1,541,609		$	1,533,868		$	1,510,286		$	1,508,170		$	1,553,070		$	1,498,573
Adjustments:
Less: Average goodwill		(404,452	)		(404,452	)		(404,452	)		(404,452	)		(404,452	)		(404,452	)		(404,452	)
Less: Average core deposit intangibles		(22,789	)		(25,218	)		(27,656	)		(30,093	)		(32,540	)		(25,212	)		(34,939	)
Average tangible common equity	$	1,156,160		$	1,111,939		$	1,101,760		$	1,075,741		$	1,071,178		$	1,123,406		$	1,059,182
Operating return on average tangible common equity¹		11.74	%		10.94	%		11.34	%		12.37	%		12.80	%		11.34	%		14.68	%

Efficiency ratio		61.94	%		59.11	%		62.45	%		77.49	%		54.49	%		61.15	%		50.88	%
Operating efficiency ratio
Net interest income	$	100,062		$	96,236		$	92,806		$	95,533		$	99,361		$	289,104		$	303,581
Noninterest income		13,106			10,578			6,662			(17,792	)		9,674			30,346			36,897
Plus: Loss on sale of AFS securities, net		—			—			6,304			—			—			6,304			5,321
Plus: Equity method investment write-down		—			—			—			29,417			—			—			—
Operating noninterest income		13,106			10,578			12,966			11,625			9,674			36,650			42,218
Noninterest expense		70,100			63,141			62,116			60,238			59,414			195,357			173,226
Less: FDIC special assessment		—			134			—			768			—			134			—
Less: Severance payments		1,487			613			—			—			—			2,100			1,950
Operating noninterest expense	$	68,613		$	62,394		$	62,116		$	59,470		$	59,414		$	193,123		$	171,276
Operating efficiency ratio		60.63	%		58.41	%		58.73	%		55.50	%		54.49	%		59.28	%		49.53	%

¹ Annualized ratio for quarterly metrics.

MIL-OSI: Veritex Holdings, Inc. Declares Cash Dividend on Common Stock

Source: GlobeNewswire (MIL-OSI)

DALLAS, Oct. 22, 2024 (GLOBE NEWSWIRE) — Veritex Holdings, Inc. (Nasdaq: VBTX) (“Veritex” or the “Company”), the parent holding company for Veritex Community Bank, today announced the declaration of a quarterly cash dividend of $0.20 per share on its outstanding common stock. The dividend will be paid on or after November 22, 2024 to shareholders of record as of November 8, 2024.

About Veritex Holdings, Inc.

Headquartered in Dallas, Texas, Veritex is a bank holding company that conducts banking activities through its wholly-owned subsidiary, Veritex Community Bank, with locations throughout the Dallas-Fort Worth metroplex and in the Houston metropolitan area. Veritex Community Bank is a Texas state chartered bank regulated by the Texas Department of Banking and the Board of Governors of the Federal Reserve System. For more information, visit http://www.veritexbank.com.

Forward Looking Statement

This press release includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements include statements regarding Veritex’s projected plans and objectives, including the expected payment date of its common stock dividend. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “seek,” “plan,” “outlook,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time and are beyond Veritex’s control. Forward-looking statements speak only as of the date they are made and Veritex assumes no duty to supplement, update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Source: Veritex Holdings, Inc.

MIL-OSI: First Busey Corporation Announces 2024 Third Quarter Earnings

Source: GlobeNewswire (MIL-OSI)

CHAMPAIGN, Ill., Oct. 22, 2024 (GLOBE NEWSWIRE) — First Busey Corporation (Nasdaq: BUSE)

Net Income of $32.0 million
Diluted EPS of $0.55

THIRD QUARTER 2024 HIGHLIGHTS

Adjusted net income¹ of $33.5 million, or $0.58 per diluted common share
Noninterest income of $36.0 million, or 30.5% of operating revenue¹
Record high quarterly revenue for the Wealth Management operating segment
Tangible book value per common share¹ of $18.19 at September 30, 2024, compared to $16.97 at June 30, 2024, and $15.07 at September 30, 2023, a year-over-year increase of 20.7%
Tangible common equity¹ increased to 8.96% of tangible assets at September 30, 2024, compared to 8.36% at June 30, 2024, and 7.06% at September 30, 2023
Announced transformative partnership with CrossFirst Bankshares

For additional information, please refer to the 3Q24 Earnings Investor Presentation.

MESSAGE FROM OUR CHAIRMAN & CEO

Third Quarter Financial Results

Net income for First Busey Corporation (“Busey,” “Company,” “we,” “us,” or “our”) was $32.0 million for the third quarter of 2024, or $0.55 per diluted common share, compared to $27.4 million, or $0.47 per diluted common share, for the second quarter of 2024, and $30.7 million, or $0.54 per diluted common share, for the third quarter of 2023. Adjusted net income¹, which excludes the impact of acquisition and restructuring expenses, was $33.5 million, or $0.58 per diluted common share, for the third quarter of 2024, compared to $29.0 million, or $0.50 per diluted common share, for the second quarter of 2024 and $30.7 million or $0.55 per diluted common share for the third quarter of 2023. Annualized return on average assets and annualized return on average tangible common equity¹ were 1.06% and 12.80%, respectively, for the third quarter of 2024. Annualized adjusted return on average assets¹ and annualized adjusted return on average tangible common equity¹ were 1.11% and 13.41%, respectively, for the third quarter of 2024.

Third quarter results included $0.8 million in net securities gains, nearly all of which were unrealized, as well as immaterial follow-on adjustments from the mortgage servicing rights sale previously announced in the first quarter of 2024. Excluding these items, adjusted noninterest income¹ was $35.1 million, or 29.9% of operating revenue¹, during the third quarter of 2024, compared to $33.9 million, or 29.1% of operating revenue, for the second quarter of 2024 and $31.3 million, or 28.7% of operating revenue, for the third quarter of 2023. Further adjusted net income¹ was $32.9 million for the third quarter of 2024 with these items excluded, equating to further adjusted earnings¹ of $0.57 per diluted common share.

Pre-provision net revenue¹ was $41.7 million for the third quarter of 2024, compared to $41.1 million for the second quarter of 2024 and $38.1 million for the third quarter of 2023. Pre-provision net revenue to average assets¹ was 1.38% for the third quarter of 2024, compared to 1.37% for the second quarter of 2024, and 1.24% for the third quarter of 2023. Adjusted pre-provision net revenue¹ was $44.1 million for the third quarter of 2024, compared to $42.6 million for the second quarter of 2024 and $40.5 million for the third quarter of 2023. Adjusted pre-provision net revenue to average assets¹ was 1.46% for the third quarter of 2024, compared to 1.42% for the second quarter of 2024 and 1.32% for the third quarter of 2023.

Our fee-based businesses continue to add revenue diversification. Total noninterest income was $36.0 million for the third quarter of 2024, compared to $33.8 million for the second quarter of 2024 and $31.0 million for the third quarter of 2023. Busey’s Wealth Management and FirsTech operating segments contributed $16.2 million and $5.6 million, respectively, to our noninterest income for the third quarter of 2024, representing 60.4% of noninterest income on a combined basis.

Busey views certain non-operating items, including acquisition-related expenses and restructuring charges, as adjustments to net income reported under U.S. generally accepted accounting principles (“GAAP”). Non-operating pretax adjustments for acquisition and restructuring expenses¹ were $1.9 million in the third quarter of 2024. Busey believes that its non-GAAP measures (which are identified with the endnote labeled as 1) facilitate the assessment of its financial results and peer comparability. For more information and a reconciliation of these non-GAAP measures in tabular form, see “Non-GAAP Financial Information“.

We remain deliberate in our efforts to prudently manage our expense base and operating efficiency given the economic outlook. Noninterest expense was $75.9 million in the third quarter of 2024, compared to $75.5 million in the second quarter of 2024 and $70.9 million in the third quarter of 2023. Adjusted core expense¹, which excludes the amortization of intangible assets and new markets tax credits, acquisition and restructuring expenses, and the provision for unfunded commitments, was $71.0 million in the third quarter of 2024, compared to $71.1 million in the second quarter of 2024 and $66.0 million in the third quarter of 2023. The year-over-year comparable period growth in adjusted core expense can be attributed primarily to the acquisition of M&M and general inflationary pressures on compensation and benefits and to a lesser extent certain other expense categories.

Quarterly pre-tax expense synergies resulting from our acquisition of Merchants and Manufacturers Bank Corporation (the “M&M acquisition”) are anticipated to be $1.6 million to $1.7 million per quarter when fully realized. Quarterly run-rate savings are projected to be achieved by the first quarter of 2025. During the third quarter of 2024, we achieved approximately 79% of the full quarterly savings. We expect to continue to prudently manage our expenses and to realize increased rates of M&M acquisition synergies during the final quarter of 2024.

Planned Partnership with CrossFirst

On August 26, 2024, Busey and CrossFirst Bankshares, Inc. (“CrossFirst”) entered into an agreement and plan of merger (the “merger agreement”) pursuant to which CrossFirst will merge with and into Busey (the “merger”) and CrossFirst’s wholly-owned subsidiary, CrossFirst Bank, will merge with and into Busey Bank. This partnership will create a premier commercial bank in the Midwest, Southwest, and Florida, with 77 full-service locations across 10 states—Arizona, Colorado, Florida, Illinois, Indiana, Kansas, Missouri, New Mexico, Oklahoma, and Texas—and approximately $20 billion in combined assets, $17 billion in total deposits, $15 billion in total loans, and $14 billion in wealth assets under care.

Under the terms of the merger agreement, CrossFirst stockholders will have the right to receive for each share of CrossFirst common stock 0.6675 of a share of Busey’s common stock. Upon completion of the transaction, Busey’s stockholders will own approximately 63.5% of the combined company and CrossFirst’s stockholders will own approximately 36.5% of the combined company, on a fully-diluted basis. Busey common stock will continue to trade on the Nasdaq under the “BUSE” stock ticker symbol.

Completion of the merger is subject to customary closing conditions, including the approval of both Busey and CrossFirst stockholders and the regulatory approvals for the merger and the bank merger. With approvals, the parties expect to close the merger in the first or second quarter of 2025. The combined holding company will continue to operate under the First Busey Corporation name and the combined bank will operate under the Busey Bank name. It is anticipated that CrossFirst Bank will merge with and into Busey Bank in mid-2025. At the time of the bank merger, CrossFirst Bank locations will become banking centers of Busey Bank. In connection with the merger, Busey incurred one-time pretax acquisition-related expenses of $1.3 million during the third quarter of 2024.

For further details on the merger, see Busey’s Current Report on Form 8‑K announcing the merger, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 27, 2024.

Busey’s Conservative Banking Strategy

Busey’s financial strength is built on a long-term conservative operating approach. That focus will not change now or in the future.

The quality of our core deposit franchise is a critical value driver of our institution. Our granular deposit base continues to position us well, with core deposits¹ representing 96.5% of our deposits as of September 30, 2024. Our retail deposit base was comprised of more than 253,000 accounts with an average balance of $22 thousand and an average tenure of 16.7 years as of September 30, 2024. Our commercial deposit base was comprised of more than 33,000 accounts with an average balance of $97 thousand and an average tenure of 12.6 years as of September 30, 2024. We estimate that 29% of our deposits were uninsured and uncollateralized² as of September 30, 2024, and we have sufficient on- and off-balance sheet liquidity to manage deposit fluctuations and the liquidity needs of our customers.

Asset quality remains strong by both Busey’s historical and current industry trends. Non-performing assets decreased to $8.3 million during the third quarter of 2024, representing 0.07% of total assets. Busey’s results for the third quarter of 2024 include an insignificant provision expense for credit losses and a $0.4 million provision expense for unfunded commitments. The allowance for credit losses was $85.0 million as of September 30, 2024, representing 1.09% of total portfolio loans outstanding, and providing coverage of 10.34 times our non-performing loan balance. Busey recorded net charge-offs of $0.2 million in the third quarter of 2024. As of September 30, 2024, our commercial real estate loan portfolio of investor-owned office properties within Central Business District³ areas was minimal at $2.1 million. Our credit performance continues to reflect our highly diversified, conservatively underwritten loan portfolio, which has been originated predominantly to established customers with tenured relationships with our company.

The strength of our balance sheet is also reflected in our capital foundation. In the third quarter of 2024, our Common Equity Tier 1 ratio⁴ was 13.78% and our Total Capital to Risk Weighted Assets ratio⁴ was 18.19%. Our regulatory capital ratios continue to provide a buffer of more than $580 million above levels required to be designated well-capitalized. Our Tangible Common Equity ratio¹ increased to 8.96% during the third quarter of 2024, compared to 8.36% for the second quarter of 2024 and 7.06% for the third quarter of 2023. Busey’s tangible book value per common share¹ increased to $18.19 at September 30, 2024, from $16.97 at June 30, 2024, and $15.07 at September 30, 2023, reflecting a 20.7% year-over-year increase. During the third quarter of 2024, we paid a common share dividend of $0.24.

Community Banking

In July 2024—based on their community involvement and academic achievements—Busey awarded 10 deserving students from across Busey’s footprint in Illinois, Missouri, Florida, and Indiana, a $2,500 scholarship to support their continuing education and bright futures. With 70 applications received, and a record number of eligible applicants, the students with the top scores, as determined by Busey’s Scholarship Committee, averaged a 4.16 GPA. Since the inception of the Busey Bank Bridge Scholarship program in 2022, Busey has awarded 30 scholarships to deserving students for a total $75,000. Full details on the scholarship’s eligibility criteria and application process can be found at https://www.busey.com/busey/busey-bank-bridge-scholarship.

As we build upon Busey’s forward momentum and our strategic growth plans, we are grateful for the opportunities to consistently earn the business of our customers, based on the contributions of our talented associates and the continued support of our loyal shareholders. With our strong capital position, an attractive core funding base, and a sound credit foundation, we remain confident that we are well positioned as we move into the final quarter of 2024 and into 2025. We are mindful of the evolving economic outlook and remain focused on balance sheet strength, profitability, and growth, in that order. The pending CrossFirst transaction fits with our acquisition strategy and we are excited to welcome our CrossFirst colleagues into the Busey family.

		Van A. Dukeman
		Chairman and Chief Executive Officer
		First Busey Corporation


SELECTED FINANCIAL HIGHLIGHTS *(unaudited)*
(dollars in thousands, except per share amounts)

	Three Months Ended									Nine Months Ended
	September 30, 2024			June 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
EARNINGS & PER SHARE AMOUNTS
Net income	$	32,004		$	27,357		$	30,666		$	85,586		$	96,816
Diluted earnings per common share		0.55			0.47			0.54			1.49			1.72
Cash dividends paid per share		0.24			0.24			0.24			0.72			0.72
Pre-provision net revenue^{1, 2}		41,744			41,051			38,139			129,168			125,593
Operating revenue²		117,688			116,311			109,084			343,676			336,146

Net income by operating segment:
Banking		33,221			26,697			31,189			86,410			98,689
FirsTech		(61	)		28			317			53			505
Wealth Management		5,618			5,561			4,781			16,177			14,571

AVERAGE BALANCES
Cash and cash equivalents	$	502,127		$	346,381		$	252,730		$	480,979		$	237,370
Investment securities		2,666,269			2,737,313			3,148,759			2,769,862			3,254,054
Loans held for sale		11,539			9,353			2,267			8,585			1,955
Portfolio loans		7,869,798			8,010,636			7,834,285			7,826,741			7,767,378
Interest-earning assets		10,936,611			10,993,907			11,118,167			10,976,660			11,142,780
Total assets		12,007,702			12,089,692			12,202,783			12,040,414			12,225,232

Noninterest-bearing deposits		2,706,858			2,816,293			2,925,244			2,743,777			3,082,884
Interest-bearing deposits		7,296,921			7,251,582			7,217,463			7,292,884			6,886,277
Total deposits		10,003,779			10,067,875			10,142,707			10,036,661			9,969,161

Federal funds purchased and securities sold under agreements to repurchase		132,688			144,370			190,112			151,835			207,014
Interest-bearing liabilities		7,731,459			7,725,832			7,864,355			7,762,867			7,748,218
Total liabilities		10,643,325			10,757,877			10,994,376			10,716,295			11,029,374
Stockholders’ equity – common		1,364,377			1,331,815			1,208,407			1,324,119			1,195,858
Tangible common equity²		994,657			955,591			850,382			957,788			835,204

PERFORMANCE RATIOS
Pre-provision net revenue to average assets^{1, 2, 3}		1.38	%		1.37	%		1.24	%		1.43	%		1.37	%
Return on average assets³		1.06	%		0.91	%		1.00	%		0.95	%		1.06	%
Return on average common equity³		9.33	%		8.26	%		10.07	%		8.63	%		10.82	%
Return on average tangible common equity^{2, 3}		12.80	%		11.51	%		14.31	%		11.94	%		15.50	%
Net interest margin^2, 4		3.02	%		3.03	%		2.80	%		2.94	%		2.93	%
Efficiency ratio²		62.15	%		62.32	%		62.38	%		60.87	%		59.97	%
Adjusted noninterest income to operating revenue²		29.86	%		29.13	%		28.69	%		29.95	%		27.91	%

NON-GAAP FINANCIAL INFORMATION
Adjusted pre-provision net revenue^1, 2	$	44,104		$	42,617		$	40,491		$	125,359		$	132,067
Adjusted net income²		33,533			29,016			30,730			89,080			96,889
Adjusted diluted earnings per share²		0.58			0.50			0.55			1.55			1.72
Adjusted pre-provision net revenue to average assets^{2, 3}		1.46	%		1.42	%		1.32	%		1.39	%		1.44	%
Adjusted return on average assets^{2, 3}		1.11	%		0.97	%		1.00	%		0.99	%		1.06	%
Adjusted return on average tangible common equity^{2, 3}		13.41	%		12.21	%		14.34	%		12.42	%		15.51	%
Adjusted net interest margin^2, 4		2.97	%		3.00	%		2.79	%		2.92	%		2.91	%
Adjusted efficiency ratio²		60.50	%		60.57	%		62.31	%		60.91	%		59.95	%

___________________________________________

Net interest income plus noninterest income, excluding securities gains and losses, less noninterest expense.
See “Non-GAAP Financial Information” for reconciliation.
For quarterly periods, measures are annualized.
On a tax-equivalent basis, assuming a federal income tax rate of 21%.


CONDENSED CONSOLIDATED BALANCE SHEETS *(unaudited)*
(dollars in thousands, except per share amounts)

	As of
	September 30, 2024			June 30, 2024			September 30, 2023
ASSETS
Cash and cash equivalents	$	553,709		$	285,269		$	337,919
Debt securities available for sale		1,818,117			1,829,896			2,182,841
Debt securities held to maturity		838,883			851,261			882,614
Equity securities		10,315			9,618			8,782
Loans held for sale		11,523			11,286			3,051

Commercial loans		5,631,281			5,799,214			5,824,800
Retail real estate and retail other loans		2,177,816			2,199,698			2,031,360
Portfolio loans		7,809,097			7,998,912			7,856,160

Allowance for credit losses		(84,981	)		(85,226	)		(91,710	)
Premises and equipment		120,279			121,647			122,538
Right of use asset		11,100			11,137			11,500
Goodwill and other intangible assets, net		368,249			370,580			356,343
Other assets		530,548			567,036			588,212
Total assets	$	11,986,839		$	11,971,416		$	12,258,250

LIABILITIES & STOCKHOLDERS’ EQUITY
Liabilities
Deposits:
Noninterest-bearing deposits	$	2,683,543		$	2,832,776		$	2,918,574
Interest-bearing checking, savings, and money market deposits		5,739,773			5,619,470			5,747,136
Time deposits		1,519,925			1,523,889			1,666,652
Total deposits		9,943,241			9,976,135			10,332,362

Securities sold under agreements to repurchase		128,429			140,283			183,702
Short-term borrowings		—			—			12,000
Long-term debt		227,482			227,245			243,666
Junior subordinated debt owed to unconsolidated trusts		74,754			74,693			71,946
Lease liability		11,470			11,469			11,783
Other liabilities		198,579			207,781			212,633
Total liabilities		10,583,955			10,637,606			11,068,092

Stockholders’ equity
Retained earnings		279,868			261,820			224,698
Accumulated other comprehensive income (loss)		(170,913	)		(220,326	)		(290,730	)
Other¹		1,293,929			1,292,316			1,256,190
Total stockholders’ equity		1,402,884			1,333,810			1,190,158
Total liabilities & stockholders’ equity	$	11,986,839		$	11,971,416		$	12,258,250

SHARE AND PER SHARE AMOUNTS
Book value per common share	$	24.67		$	23.50		$	21.51
Tangible book value per common share²	$	18.19		$	16.97		$	15.07
Ending number of common shares outstanding		56,872,241			56,746,937			55,342,017

___________________________________________

Net balance of common stock ($0.001 par value), additional paid-in capital, and treasury stock.
See “Non-GAAP Financial Information” for reconciliation.


CONDENSED CONSOLIDATED STATEMENTS OF INCOME *(unaudited)*
(dollars in thousands, except per share amounts)

	Three Months Ended									Nine Months Ended
	September 30, 2024			June 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
INTEREST INCOME
Interest and fees on loans	$	111,336		$	109,641		$	99,844		$	320,302		$	284,423
Interest and dividends on investment securities		18,072			19,173			21,234			57,182			62,360
Other interest income		5,092			3,027			1,591			14,590			3,890
Total interest income	$	134,500		$	131,841		$	122,669		$	392,074		$	350,673

INTEREST EXPENSE
Deposits	$	46,634		$	43,709		$	37,068		$	134,311		$	78,576
Federal funds purchased and securities sold under agreements to repurchase		981			1,040			1,327			3,393			3,772
Short-term borrowings		26			418			1,964			676			12,527
Long-term debt		3,181			3,181			3,528			9,767			10,631
Junior subordinated debt owed to unconsolidated trusts		1,137			1,059			991			3,185			2,849
Total interest expense	$	51,959		$	49,407		$	44,878		$	151,332		$	108,355

Net interest income	$	82,541		$	82,434		$	77,791		$	240,742		$	242,318
Provision for credit losses		2			2,277			364			7,317			1,944
Net interest income after provision for credit losses	$	82,539		$	80,157		$	77,427		$	233,425		$	240,374

NONINTEREST INCOME
Wealth management fees	$	15,378		$	15,917		$	14,235		$	46,844		$	43,594
Fees for customer services		8,168			7,798			7,502			23,022			21,560
Payment technology solutions		5,265			5,915			5,226			16,889			15,772
Mortgage revenue		355			478			311			1,579			871
Income on bank owned life insurance		1,189			1,442			1,001			4,050			3,682
Realized net gains (losses) on the sale of mortgage servicing rights		(18	)		277			—			7,724			—
Net securities gains (losses)		822			(353	)		(285	)		(5,906	)		(2,960	)
Other noninterest income		4,792			2,327			3,018			10,550			8,349
Total noninterest income	$	35,951		$	33,801		$	31,008		$	104,752		$	90,868

NONINTEREST EXPENSE
Salaries, wages, and employee benefits	$	44,593		$	43,478		$	39,677		$	130,161		$	119,867
Data processing expense		6,910			7,100			5,930			20,560			17,472
Net occupancy expense of premises		4,633			4,590			4,594			13,943			13,896
Furniture and equipment expense		1,647			1,695			1,638			5,155			5,065
Professional fees		3,118			2,495			1,542			7,866			4,573
Amortization of intangible assets		2,548			2,629			2,555			7,586			7,953
Interchange expense		1,352			1,733			1,786			4,696			5,509
FDIC insurance		1,413			1,460			1,475			4,273			4,483
Other noninterest expense		9,712			10,357			11,748			27,992			31,735
Total noninterest expense	$	75,926		$	75,537		$	70,945		$	222,232		$	210,553

Income before income taxes	$	42,564		$	38,421		$	37,490		$	115,945		$	120,689
Income taxes		10,560			11,064			6,824			30,359			23,873
Net income	$	32,004		$	27,357		$	30,666		$	85,586		$	96,816

SHARE AND PER SHARE AMOUNTS
Basic earnings per common share	$	0.56		$	0.48		$	0.55		$	1.52		$	1.75
Diluted earnings per common share	$	0.55		$	0.47		$	0.54		$	1.49		$	1.72
Average common shares outstanding		57,033,359			56,919,025			55,486,700			56,458,430			55,441,980
Diluted average common shares outstanding		57,967,848			57,853,231			56,315,492			57,411,299			56,230,624

BALANCE SHEET STRENGTH

Our balance sheet remains a source of strength. Total assets were $11.99 billion as of September 30, 2024, compared to $11.97 billion as of June 30, 2024, and $12.26 billion as of September 30, 2023.

We remain steadfast in our conservative approach to underwriting and disciplined approach to pricing, particularly given our outlook for the economy in the coming quarters, and this approach has impacted loan growth as predicted. Portfolio loans totaled $7.81 billion at September 30, 2024, compared to $8.00 billion at June 30, 2024, and $7.86 billion at September 30, 2023.

Average portfolio loans were $7.87 billion for the third quarter of 2024, compared to $8.01 billion for the second quarter of 2024 and $7.83 billion for the third quarter of 2023. Average interest-earning assets were $10.94 billion for the third quarter of 2024, compared to $10.99 billion for the second quarter of 2024, and $11.12 billion for the third quarter of 2023.

Total deposits were $9.94 billion at September 30, 2024, compared to $9.98 billion at June 30, 2024, and $10.33 billion at September 30, 2023. Average deposits were $10.00 billion for the third quarter of 2024, compared to $10.07 billion for the second quarter of 2024 and $10.14 billion for the third quarter of 2023. Deposit fluctuations over the last several quarters were driven by a number of elements, including (1) seasonal factors, including ordinary course public fund flows and fluctuations in the normal course of business operations of certain core commercial customers, (2) the macroeconomic environment, including prevailing interest rates and inflationary pressures, (3) depositors moving some funds to accounts at competitors offering above-market rates, and (4) deposits moving within the Busey ecosystem between deposit accounts and our wealth management group. Core deposits¹ accounted for 96.5% of total deposits as of September 30, 2024. Cost of deposits was 1.85% in the third quarter of 2024, which represents an increase of 10 basis points from the second quarter of 2024. Excluding time deposits, Busey’s cost of deposits was 1.50% in the third quarter of 2024, an increase of 14 basis points from the second quarter of 2024. Non-maturity deposit cost of funds has increased as Busey Bank continues to offer savings account specials to customers with larger account balances, with the intention of migrating maturing CDs to these managed rate products. Pressure on non-interest bearing deposits along with some elevated balances of higher rate seasonal business and public funds accounts also contributed to increases in overall deposit funding cost during the quarter. Spot rates on total deposit costs, including noninterest bearing deposits, increased by 5 basis points from 1.75% at June 30, 2024, to 1.80% at September 30, 2024. Spot rates on interest bearing deposits increased by 1 basis point from 2.45% at June 30, 2024 to 2.46% at September 30, 2024.

There were no short term borrowings as of September 30 or June 30, 2024, compared to $12.0 million at September 30, 2023. We had no borrowings from the Federal Home Loan Bank (“FHLB”) at the end of the third quarter of 2024, the second quarter of 2024, or the third quarter of 2023. We have sufficient on- and off-balance sheet liquidity⁵ to manage deposit fluctuations and the liquidity needs of our customers. As of September 30, 2024, our available sources of on- and off-balance sheet liquidity totaled $6.37 billion. We have executed various deposit campaigns to attract term funding and savings accounts at a lower rate than our marginal cost of funds. New certificate of deposit production in the third quarter of 2024 had a weighted average term of 8.1 months at a rate of 4.18%, 67 basis points below our average marginal wholesale equivalent-term funding cost during the quarter. Furthermore, our balance sheet liquidity profile continues to be aided by the cash flows we expect from our relatively short-duration securities portfolio. Those cash flows were approximately $81.1 million in the third quarter of 2024. For the remainder of 2024, cash flows from our securities portfolio are expected to be approximately $97.1 million with a current book yield of 2.18%.

ASSET QUALITY

Credit quality continues to be strong. Loans 30-89 days past due totaled $10.1 million as of September 30, 2024, compared to $23.5 million as of June 30, 2024, and $5.9 million as of September 30, 2023. The decrease in loans that were 30-89 days past due is primarily attributable to a single commercial real estate loan in the second quarter that is no longer past due as of September 30, 2024. Non-performing loans were $8.2 million as of September 30, 2024, compared to $9.1 million as of June 30, 2024, and $12.0 million as of September 30, 2023. Continued disciplined credit management resulted in non-performing loans as a percentage of portfolio loans of 0.11% as of both September 30, 2024, and June 30, 2024, and 0.15% as of September 30, 2023. Non-performing assets were 0.07% of total assets for the third quarter of 2024, compared to 0.08% for the second quarter of 2024 and 0.10% for the third quarter of 2023. Our total classified assets were $89.0 million at September 30, 2024, compared to $95.8 million at June 30, 2024, and $59.6 million at September 30, 2023. Our ratio of classified assets to estimated bank Tier 1 capital⁴ and reserves remains low by historical standards, at 5.9% as of September 30, 2024, compared to 6.4% as of June 30, 2024, and 4.1% as of September 30, 2023.

Net charge-offs were $0.2 million for the third quarter of 2024, compared to $9.9 million for the second quarter of 2024, and $0.3 million for the third quarter of 2023. Charge-offs in the second quarter of 2024 were primarily in connection with a single commercial and industrial credit relationship that also experienced a partial charge-off during the first quarter of 2024. The allowance as a percentage of portfolio loans was 1.09% as of September 30, 2024, compared to 1.07% as of June 30, 2024, and 1.17% as of September 30, 2023. The ratio was impacted in 2024 by the acquisition of M&M’s Life Equity Loan^® portfolio, as Busey did not record an allowance for credit loss for these loans due to no expected credit loss at default, as permitted under the practical expedient provided within the Accounting Standards Codification 326-20-35-6. The allowance coverage for non-performing loans was 10.34 times as of September 30, 2024, compared to 9.36 times as of June 30, 2024, and 7.64 times as of September 30, 2023.

Busey maintains a well-diversified loan portfolio and, as a matter of policy and practice, limits concentration exposure in any particular loan segment.


ASSET QUALITY *(unaudited)*
(dollars in thousands)

	As of
	September 30, 2024			June 30, 2024			September 30, 2023
Total assets	$	11,986,839		$	11,971,416		$	12,258,250
Portfolio loans		7,809,097			7,998,912			7,856,160
Loans 30 – 89 days past due		10,141			23,463			5,934
Non-performing loans:
Non-accrual loans		8,192			8,393			11,298
Loans 90+ days past due and still accruing		25			712			709
Non-performing loans	$	8,217		$	9,105		$	12,007
Non-performing loans, segregated by geography:
Illinois / Indiana	$	3,981		$	5,793		$	7,951
Missouri		3,530			3,089			3,747
Florida		706			222			309
Other non-performing assets		64			90			96
Non-performing assets	$	8,281		$	9,195		$	12,103

Allowance for credit losses	$	84,981		$	85,226		$	91,710

RATIOS
Non-performing loans to portfolio loans		0.11	%		0.11	%		0.15	%
Non-performing assets to total assets		0.07	%		0.08	%		0.10	%
Non-performing assets to portfolio loans and other non-performing assets		0.11	%		0.11	%		0.15	%
Allowance for credit losses to portfolio loans		1.09	%		1.07	%		1.17	%
Coverage ratio of the allowance for credit losses to non-performing loans	10.34 x			9.36 x			7.64 x

NET CHARGE-OFFS (RECOVERIES) AND PROVISION EXPENSE (RELEASE) *(unaudited)*
(dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30, 2024		June 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net charge-offs (recoveries)	$	247	$	9,856	$	293	$	15,319	$	1,842
Provision expense (release)		2		2,277		364		7,317		1,944

NET INTEREST MARGIN AND NET INTEREST INCOME

Net interest margin¹ was 3.02% for the third quarter of 2024, compared to 3.03% for the second quarter of 2024 and 2.80% for the third quarter of 2023. Excluding purchase accounting accretion, adjusted net interest margin¹ was 2.97% for the third quarter of 2024, compared to 3.00% in the second quarter of 2024 and 2.79% in the third quarter of 2023. Net interest income was $82.5 million in the third quarter of 2024, compared to $82.4 million in the second quarter of 2024 and $77.8 million in the third quarter of 2023.

After raising federal funds rates by a total of 525 basis points between March 2022 and July 2023, the Federal Open Market Committee (“FOMC”) lowered rates by 50 basis points in September 2024. In anticipation of the FOMC pivot to an easing cycle, we limited our exposure to term funding structures and intentionally priced savings specials to encourage maturing CD balances to migrate to managed rate non-maturity products. During September we began lowering rates on special priced deposit accounts and other managed rate products to benefit from the FOMC rate cuts. In addition, approximately 6% of our deposit portfolio is indexed and immediately repriced with the rate cuts by the FOMC. With our short duration CD balances comprising only 15% of the deposit funding base, we also have the ability to quickly reprice the book at lower market rates. We continue to offer CD specials with shorter term structures as well as offering attractive premium savings rates to encourage rotation of maturing CD deposits into nimble pricing products. Components of the 1 basis point decrease in net interest margin¹ during the third quarter of 2024 include:

Increased cash and securities portfolio yield contributed +3 basis points
Increased loan portfolio and held for sale loan yields contributed +2 basis points
Increased purchase accounting contributed +2 basis points
Reduced borrowing expense +2 basis points
Reduced time deposit funding costs contributed +1 basis point
Increased non-maturity deposit funding costs contributed -11 basis points

Based on our most recent Asset Liability Management Committee (“ALCO”) model, a +100 basis point parallel rate shock is expected to increase net interest income by 2.1% over the subsequent twelve-month period. Busey continues to evaluate off-balance sheet hedging and balance sheet restructuring strategies as well as embedding rate protection in our asset originations to provide stabilization to net interest income in lower rate environments. Time deposit and savings specials have provided funding flows, and we had excess earning cash during the third quarter of 2024. Since the onset of the current FOMC tightening cycle that began in the first quarter of 2022, our cumulative interest-bearing non-maturity deposit beta peaked at 41%. Our total deposit beta for the completed tightening cycle was 34%. Deposit betas were calculated based on an average federal funds rate of 5.43% during the third quarter of 2024. The average federal funds rate decreased by 7 basis points compared to the average rate of 5.50% in the second quarter of 2024.

NONINTEREST INCOME

Noninterest income was $36.0 million for the third quarter of 2024, as compared to $33.8 million for the second quarter of 2024 and $31.0 million for the third quarter of 2023. Excluding the impact of net securities gains and losses and immaterial follow-on adjustments from the previously announced mortgage servicing rights sale, adjusted noninterest income¹ was $35.1 million, or 29.9% of operating revenue¹, during the third quarter of 2024, $33.9 million, or 29.1% of operating revenue, for the second quarter of 2024, and $31.3 million, or 28.7% of operating revenue, for the third quarter of 2023.

Consolidated wealth management fees were $15.4 million for the third quarter of 2024, compared to $15.9 million for the second quarter of 2024 and $14.2 million for the third quarter of 2023. Wealth management fees for the third quarter of 2024 declined by 3.4% compared to the second quarter of 2024 primarily based on seasonal tax preparation fees. On a segment basis, Wealth Management generated $16.2 million in revenue during the third quarter of 2024, a 12.7% increase over revenue of $14.4 million for the third quarter of 2023. Approximately $0.8 million of revenue attributed to the wealth segment is reported on a consolidated basis as part of other noninterest income. Third quarter of 2024 results marked a new record high reported quarterly revenue for the Wealth Management operating segment. The Wealth Management operating segment generated net income of $5.6 million in both the third quarter of 2024 and the second quarter of 2024, compared to $4.8 million in the third quarter of 2023. Busey’s Wealth Management division ended the third quarter of 2024 with $13.69 billion in assets under care, compared to $13.02 billion at the end of the second quarter of 2024 and $11.55 billion at the end of the third quarter of 2023. Our portfolio management team continues to focus on long-term returns and managing risk in the face of volatile markets and has outperformed its blended benchmark⁶ over the last three and five years.

Payment technology solutions revenue was $5.3 million for the third quarter of 2024, compared to $5.9 million for the second quarter of 2024 and $5.2 million for the third quarter of 2023. Excluding intracompany eliminations, the FirsTech operating segment generated revenue of $5.6 million during the third quarter of 2024, compared to $6.2 million in the second quarter of 2024 and $5.7 million in the third quarter of 2023.

Noninterest income generated from our Wealth Management and FirsTech operating segments comprised 60.4% of our total noninterest income for the quarter ended September 30, 2024, providing a balance to spread-based revenue from traditional banking activities.

Fees for customer services were $8.2 million for the third quarter of 2024, compared to $7.8 million in the second quarter of 2024 and $7.5 million in the third quarter of 2023.

Net securities gains were $0.8 million for the third quarter of 2024, comprised primarily of unrealized gains on equity securities.

Other noninterest income was $4.8 million in the third quarter of 2024, compared to $2.3 million in the second quarter of 2024 and $3.0 million in the third quarter of 2023. Revenue associated with certain wealth management activities reported as other noninterest income on a consolidated basis was $0.8 million for the third quarter of 2024, compared to $0.2 million for the second quarter of 2024 and $0.1 million for the third quarter of 2023. Fluctuations in other noninterest income are primarily attributable to increases in venture capital investments, referral fees, and swap origination fees, partially offset by decreases in commercial loan sales gains. Increases for the year also reflect the addition of Life Equity Loan^® servicing income beginning in the second quarter of 2024.

OPERATING EFFICIENCY

Noninterest expense was $75.9 million in the third quarter of 2024, compared to $75.5 million in the second quarter of 2024 and $70.9 million for the third quarter of 2023. The efficiency ratio¹ was 62.1% for the third quarter of 2024, compared to 62.3% for the second quarter of 2024, and 62.4% for the third quarter of 2023. Adjusted core expense¹ was $71.0 million in the third quarter of 2024, compared to $71.1 million in the second quarter of 2024 and $66.0 million in the third quarter of 2023. The adjusted core efficiency ratio¹ was 60.2% for the third quarter of 2024, compared to 60.9% for the second quarter of 2024, and 60.2% for the third quarter of 2023. We expect to continue to prudently manage our expenses and to realize increased rates of M&M acquisition synergies during the final quarter of 2024.

Noteworthy components of noninterest expense are as follows:

Salaries, wages, and employee benefits expenses were $44.6 million in the third quarter of 2024, compared to $43.5 million in the second quarter of 2024 and $39.7 million in the third quarter of 2023. Busey recorded $0.1 million of non-operating salaries, wages, and employee benefit expenses in the third quarter of 2024, compared to $1.1 million in the second quarter of 2024 and none in the third quarter of 2023. The increase in the third quarter of 2024 over the second quarter of 2024 was primarily attributable to performance metrics tied to bonus and equity compensation. Our associate-base consisted of 1,510 full-time equivalents as of September 30, 2024, compared to 1,520 as of June 30, 2024, and 1,484 as of September 30, 2023. The increase in our associate-base in the second quarter of 2024 was largely due to the M&M acquisition.
Data processing expense was $6.9 million in the third quarter of 2024, compared to $7.1 million in the second quarter of 2024 and $5.9 million in the third quarter of 2023. Busey recorded $0.1 million of non-operating data processing expenses in the third quarter of 2024, compared to $0.3 million in the second quarter of 2024 and none in the third quarter of 2023. Busey has continued to make investments in technology enhancements and has also experienced inflation-driven price increases.
Professional fees were $3.1 million in the third quarter of 2024, compared to $2.5 million in the second quarter of 2024 and $1.5 million in the third quarter of 2023. Busey recorded $1.4 million of non-operating professional fees in the third quarter of 2024, as compared to $0.4 million in the second quarter of 2024 and $0.1 million in the third quarter of 2023.
Other noninterest expense was $9.7 million for the third quarter of 2024, compared to $10.4 million in the second quarter of 2024 and $11.7 million in the third quarter of 2023. Busey recorded $0.4 million of non-operating costs in other noninterest expense in the third quarter of 2024, compared to $0.3 million in the second quarter of 2024 and none in the third quarter of 2023. In connection with Busey’s adoption of ASU 2023-02 on January 1, 2024, Busey began recording amortization of New Markets Tax Credits as income tax expense instead of other operating expense, which resulted in a decrease to other operating expenses of $2.3 million compared to the third quarter of 2023. Other items contributing to the fluctuations in other noninterest expense included the provision for unfunded commitments, mortgage servicing rights valuation expenses, fixed asset impairment, marketing, business development, and expenses related to recruiting and onboarding.

Busey’s effective tax rate for the third quarter of 2024 was 24.8%, which was lower than the combined federal and state statutory rate of approximately 28.0% due to the impact of tax exempt interest income, such as municipal bond interest, bank owned life insurance income, and investments in various federal and state tax credits.

Effective tax rates were higher in 2024, compared to 2023, due to the adoption of ASU 2023-02 in January 2024. Upon adoption of ASU 2023-02 Busey elected to use the proportional amortization method of accounting for equity investments made primarily for the purpose of receiving income tax credits. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax expense as opposed to being presented on a gross basis on the income statement as a component of noninterest expense and income tax expense.

CAPITAL STRENGTH

Busey’s strong capital levels, coupled with its earnings, have allowed the Company to provide a steady return to its stockholders through dividends. On October 25, 2024, Busey will pay a cash dividend of $0.24 per common share to stockholders of record as of October 18, 2024. Busey has consistently paid dividends to its common stockholders since the bank holding company was organized in 1980.

As of September 30, 2024, Busey continued to exceed the capital adequacy requirements necessary to be considered “well-capitalized” under applicable regulatory guidelines. Busey’s Common Equity Tier 1 ratio is estimated⁴ to be 13.78% at September 30, 2024, compared to 13.20% at June 30, 2024, and 12.52% at September 30, 2023. Our Total Capital to Risk Weighted Assets ratio is estimated⁴ to be 18.19% at September 30, 2024, compared to 17.50% at June 30, 2024, and 16.72% at September 30, 2023.

Busey’s tangible common equity¹ was $1.04 billion at September 30, 2024, compared to $970.9 million at June 30, 2024, and $841.2 million at September 30, 2023. Tangible common equity¹ represented 8.96% of tangible assets at September 30, 2024, compared to 8.36% at June 30, 2024, and 7.06% at September 30, 2023. Busey’s tangible book value per common share¹ increased to $18.19 at September 30, 2024, from $16.97 at June 30, 2024, and $15.07 at September 30, 2023, reflecting a 20.7% year-over-year increase. The ratios of tangible common equity to tangible assets¹ and tangible book value per common share have been impacted by the fair value adjustment of Busey’s securities portfolio as a result of the current rate environment, which is reflected in the accumulated other comprehensive income (loss) component of shareholder’s equity.

THIRD QUARTER EARNINGS INVESTOR PRESENTATION

For additional information on Busey’s financial condition and operating results, please refer to the Q3 2024 Earnings Investor Presentation furnished via Form 8-K on October 22, 2024, in connection with this earnings release.

CORPORATE PROFILE

As of September 30, 2024, First Busey Corporation (Nasdaq: BUSE) was an $11.99 billion financial holding company headquartered in Champaign, Illinois.

Busey Bank, a wholly-owned bank subsidiary of First Busey Corporation, had total assets of $11.95 billion as of September 30, 2024, and is headquartered in Champaign, Illinois. Busey Bank currently has 62 banking centers, with 21 in Central Illinois markets, 17 in suburban Chicago markets, 20 in the St. Louis Metropolitan Statistical Area, three in Southwest Florida, and one in Indianapolis. More information about Busey Bank can be found at busey.com.

Through Busey’s Wealth Management division, the Company provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations. Assets under care totaled $13.69 billion as of September 30, 2024. More information about Busey’s Wealth Management services can be found at busey.com/wealth-management.

Busey Bank’s wholly-owned subsidiary, FirsTech, specializes in the evolving financial technology needs of small and medium-sized businesses, highly regulated enterprise industries, and financial institutions. FirsTech provides comprehensive and innovative payment technology solutions, including online, mobile, and voice-recognition bill payments; money and data movement; merchant services; direct debit services; lockbox remittance processing for payments made by mail; and walk-in payments at retail agents. Additionally, FirsTech simplifies client workflows through integrations enabling support with billing, reconciliation, bill reminders, and treasury services. More information about FirsTech can be found at firstechpayments.com.

For the first time, Busey was named among the World’s Best Banks for 2024 by Forbes, earning a spot on the list among 68 U.S. banks and 403 banks worldwide. Additionally, Busey Bank was honored to be named among America’s Best Banks by Forbes magazine for the third consecutive year. Ranked 40th overall in 2024, Busey was the second-ranked bank headquartered in Illinois of the six that made this year’s list and the highest-ranked bank of those with more than $10 billion in assets. Busey is humbled to be named among the 2023 Best Banks to Work For by American Banker, the 2023 Best Places to Work in Money Management by Pensions and Investments, the 2024 Best Places to Work in Illinois by Daily Herald Business Ledger, the 2024 Best Places to Work in Indiana by the Indiana Chamber of Commerce, and the 2024 Best Companies to Work For in Florida by Florida Trend magazine. We are honored to be consistently recognized globally, nationally and locally for our engaged culture of integrity and commitment to community development.

For more information about us, visit busey.com.

Category: Financial
Source: First Busey Corporation

Contacts:

Jeffrey D. Jones, Chief Financial Officer
217-365-4130

NON-GAAP FINANCIAL INFORMATION

This earnings release contains certain financial information determined by methods other than GAAP. Management uses these non-GAAP measures, together with the related GAAP measures, in analysis of Busey’s performance and in making business decisions, as well as for comparison to Busey’s peers. Busey believes the adjusted measures are useful for investors and management to understand the effects of certain non-core and non-recurring noninterest items and provide additional perspective on Busey’s performance over time.

Below is a reconciliation to what management believes to be the most directly comparable GAAP financial measures—specifically, net interest income, total noninterest income, net security gains and losses, and total noninterest expense in the case of pre-provision net revenue, adjusted pre-provision net revenue, pre-provision net revenue to average assets, and adjusted pre-provision net revenue to average assets; net income in the case of adjusted net income, adjusted diluted earnings per share, adjusted return on average assets, average tangible common equity, return on average tangible common equity, adjusted return on average tangible common equity; net income and net security gains and losses in the case of further adjusted net income and further adjusted diluted earnings per share; net interest income in the case of adjusted net interest income and adjusted net interest margin; net interest income, total noninterest income, and total noninterest expense in the case of adjusted noninterest income, adjusted noninterest expense, noninterest expense excluding non-operating adjustments, adjusted core expense, efficiency ratio, adjusted efficiency ratio, and adjusted core efficiency ratio; net interest income, total noninterest income, net securities gains and losses, and net gains and losses on the sale of mortgage servicing rights in the case of operating revenue and adjusted noninterest income to operating revenue; total assets and goodwill and other intangible assets in the case of tangible assets; total stockholders’ equity in the case of tangible book value per common share; total assets and total stockholders’ equity in the case of tangible common equity and tangible common equity to tangible assets; and total deposits in the case of core deposits and core deposits to total deposits.

These non-GAAP disclosures have inherent limitations and are not audited. They should not be considered in isolation or as a substitute for operating results reported in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Tax effected numbers included in these non-GAAP disclosures are based on estimated statutory rates, estimated federal income tax rates, or effective tax rates, as noted with the tables below.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Pre-Provision Net Revenue, Adjusted Pre-Provision Net Revenue, Pre-Provision Net Revenue to Average Assets, and Adjusted Pre-Provision Net Revenue to Average Assets
(dollars in thousands)

		Three Months Ended									Nine Months Ended
		September 30, 2024			June 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
PRE-PROVISION NET REVENUE
Net interest income		$	82,541		$	82,434		$	77,791		$	240,742		$	242,318
Total noninterest income			35,951			33,801			31,008			104,752			90,868
Net security (gains) losses			(822	)		353			285			5,906			2,960
Total noninterest expense			(75,926	)		(75,537	)		(70,945	)		(222,232	)		(210,553	)
Pre-provision net revenue			41,744			41,051			38,139			129,168			125,593
Non-GAAP adjustments:
Acquisition and restructuring expenses			1,935			2,212			79			4,555			91
Provision for unfunded commitments			407			(369	)		13			(640	)		(357	)
Amortization of New Markets Tax Credits			—			—			2,260			—			6,740
Realized (gain) loss on the sale of mortgage service rights			18			(277	)		—			(7,724	)		—
Adjusted pre-provision net revenue		$	44,104		$	42,617		$	40,491		$	125,359		$	132,067

Pre-provision net revenue, annualized	[a]	$	166,069		$	165,106		$	151,312		$	172,538		$	167,917
Adjusted pre-provision net revenue, annualized	[b]		175,457			171,405			160,644			167,450			176,573
Average total assets	[c]		12,007,702			12,089,692			12,202,783			12,040,414			12,225,232

Reported: Pre-provision net revenue to average total assets¹	[a÷c]		1.38	%		1.37	%		1.24	%		1.43	%		1.37	%
Adjusted: Pre-provision net revenue to average total assets¹	[b÷c]		1.46	%		1.42	%		1.32	%		1.39	%		1.44	%

___________________________________________

Annualized measure.


Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Return on Average Assets, Average Tangible Common Equity, Return on Average Tangible Common Equity, and Adjusted Return on Average Tangible Common Equity
(dollars in thousands, except per share amounts)

		Three Months Ended									Nine Months Ended
		September 30, 2024			June 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
NET INCOME ADJUSTED FOR NON-OPERATING ITEMS
Net income	[a]	$	32,004		$	27,357		$	30,666		$	85,586		$	96,816
Non-GAAP adjustments for non-operating expenses:
Acquisition expenses:
Salaries, wages, and employee benefits			73			1,137			—			1,210			—
Data processing			90			344			—			534			—
Professional fees, occupancy, furniture and fixtures, and other			1,772			731			79			2,688			91
Restructuring expenses:
Salaries, wages, and employee benefits			—			—			—			123			—
Acquisition and restructuring expenses			1,935			2,212			79			4,555			91
Related tax benefit¹			(406	)		(553	)		(15	)		(1,061	)		(18	)
Adjusted net income	[b]	$	33,533		$	29,016		$	30,730		$	89,080		$	96,889

DILUTED EARNINGS PER SHARE
Diluted average common shares outstanding	[c]		57,967,848			57,853,231			56,315,492			57,411,299			56,230,624

Reported: Diluted earnings per share	[a÷c]	$	0.55		$	0.47		$	0.54		$	1.49		$	1.72
Adjusted: Diluted earnings per share	[b÷c]	$	0.58		$	0.50		$	0.55		$	1.55		$	1.72

RETURN ON AVERAGE ASSETS
Net income, annualized	[d]	$	127,320		$	110,029		$	121,664		$	114,323		$	129,443
Adjusted net income, annualized	[e]		133,403			116,702			121,918			118,990			129,540
Average total assets	[f]		12,007,702			12,089,692			12,202,783			12,040,414			12,225,232

Reported: Return on average assets²	[d÷f]		1.06	%		0.91	%		1.00	%		0.95	%		1.06	%
Adjusted: Return on average assets²	[e÷f]		1.11	%		0.97	%		1.00	%		0.99	%		1.06	%

RETURN ON AVERAGE TANGIBLE COMMON EQUITY
Average common equity		$	1,364,377		$	1,331,815		$	1,208,407		$	1,324,119		$	1,195,858
Average goodwill and other intangible assets, net			(369,720	)		(376,224	)		(358,025	)		(366,331	)		(360,654	)
Average tangible common equity	[g]	$	994,657		$	955,591		$	850,382		$	957,788		$	835,204

Reported: Return on average tangible common equity²	[d÷g]		12.80	%		11.51	%		14.31	%		11.94	%		15.50	%
Adjusted: Return on average tangible common equity²	[e÷g]		13.41	%		12.21	%		14.34	%		12.42	%		15.51	%

___________________________________________

Year-to-date tax benefits were calculated by multiplying year-to-date acquisition and restructuring expenses by the effective income tax rate for each year-to-date period, which for 2024 excludes a one-time deferred tax valuation adjustment resulting from a change in Illinois apportionment rate due to recently enacted regulations and deductibility of certain acquisition expenses. Tax rates used in these calculations were 23.3% and 19.8% for the nine months ended September 30, 2024 and 2023, respectively. Quarterly tax benefits were calculated as the year-to-date tax benefit amounts less the sum of amounts applied to previous quarters during the year, equating to tax rates of 21.0%, 25.0%, and 19.7% for the three months ended September 30, 2024, June 30, 2024, and September 30, 2023, respectively.
Annualized measure.


Further Adjusted Net Income and Further Adjusted Diluted Earnings Per Share
(dollars in thousands, except per share amounts)

		Three Months Ended									Nine Months Ended
		September 30, 2024			June 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Adjusted net income¹	[a]	$	33,533		$	29,016		$	30,730		$	89,080		$	96,889
Further non-GAAP adjustments:
Net securities (gains) losses			(822	)		353			285			5,906			2,960
Realized net (gains) losses on the sale of mortgage servicing rights			18			(277	)		—			(7,724	)		—
Tax effect for further non-GAAP adjustments²			199			(19	)		(52	)		453			(585	)
Tax effected further non-GAAP adjustments³			(605	)		57			233			(1,365	)		2,375
Further adjusted net income³	[b]	$	32,928		$	29,073		$	30,963		$	87,715		$	99,264
One-time deferred tax valuation adjustment⁴			—			1,446			—			1,446			—
Further adjusted net income, excluding one-time deferred tax valuation adjustment³	[c]	$	32,928		$	30,519		$	30,963		$	89,161		$	99,264

Diluted average common shares outstanding	[d]		57,967,848			57,853,231			56,315,492			57,411,299			56,230,624

Adjusted: Diluted earnings per share	[a÷d]	$	0.58		$	0.50		$	0.55		$	1.55		$	1.72
Further Adjusted: Diluted earnings per share³	[b÷d]	$	0.57		$	0.50		$	0.55		$	1.53		$	1.77
Further Adjusted, excluding one-time deferred tax valuation adjustment: Diluted earnings per share³	[c÷d]	$	0.57		$	0.53		$	0.55		$	1.55		$	1.77

___________________________________________

Adjusted net income is a non-GAAP measure. See the table on the previous page for a reconciliation to the nearest GAAP measure.
Tax effects for further non-GAAP adjustments were calculated by multiplying further non-GAAP adjustments by the effective income tax rate for each period. For the nine months ended September 30, 2024, the rate that we used excluded a one-time deferred tax valuation adjustment resulting from a change in Illinois apportionment rate due to recently enacted regulations. Effective income tax rates that we used to calculate the tax effect were 24.8%, 25.0%, and 18.2% for the three months ended September 30, 2024, June 30, 2024, and September 30, 2023, respectively, and were 24.9% and 19.8% for the nine months ended September 30, 2024 and 2023, respectively.
Tax-effected measure.
An estimated one-time deferred tax valuation adjustment of $1.4 million resulted from a change to our Illinois apportionment rate due to recently enacted regulations.


Adjusted Net Interest Income and Adjusted Net Interest Margin
(dollars in thousands)

		Three Months Ended									Nine Months Ended
		September 30, 2024			June 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net interest income		$	82,541		$	82,434		$	77,791		$	240,742		$	242,318
Non-GAAP adjustments:
Tax-equivalent adjustment¹			396			402			553			1,247			1,672
Tax-equivalent net interest income			82,937			82,836			78,344			241,989			243,990
Purchase accounting accretion related to business combinations			(1,338	)		(812	)		(277	)		(2,354	)		(1,093	)
Adjusted net interest income		$	81,599		$	82,024		$	78,067		$	239,635		$	242,897

Tax-equivalent net interest income, annualized	[a]	$	329,945		$	333,165		$	310,821		$	323,241		$	326,214
Adjusted net interest income, annualized	[b]		324,622			329,899			309,722			320,096			324,752
Average interest-earning assets	[c]		10,936,611			10,993,907			11,118,167			10,976,660			11,142,780

Reported: Net interest margin²	[a÷c]		3.02	%		3.03	%		2.80	%		2.94	%		2.93	%
Adjusted: Net interest margin²	[b÷c]		2.97	%		3.00	%		2.79	%		2.92	%		2.91	%

___________________________________________

Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
Annualized measure.


Adjusted Noninterest Income, Operating Revenue, Adjusted Noninterest Income to Operating Revenue, Noninterest Expense Excluding Amortization of Intangible Assets, Adjusted Noninterest Expense, Adjusted Core Expense, Noninterest Expense Excluding Non-Operating Adjustments, Efficiency Ratio, Adjusted Efficiency Ratio, and Adjusted Core Efficiency Ratio
(dollars in thousands)

		Three Months Ended									Nine Months Ended
		September 30, 2024			June 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net interest income	[a]	$	82,541		$	82,434		$	77,791		$	240,742		$	242,318
Non-GAAP adjustments:
Tax-equivalent adjustment¹			396			402			553			1,247			1,672
Tax-equivalent net interest income	[b]		82,937			82,836			78,344			241,989			243,990

Total noninterest income			35,951			33,801			31,008			104,752			90,868
Non-GAAP adjustments:
Net security (gains) losses			(822	)		353			285			5,906			2,960
Noninterest income excluding net securities gains and losses	[c]		35,129			34,154			31,293			110,658			93,828
Further adjustments:
Realized net (gains) losses on the sale of mortgage servicing rights			18			(277	)		—			(7,724	)		—
Adjusted noninterest income	[d]	$	35,147		$	33,877		$	31,293		$	102,934		$	93,828

Tax-equivalent revenue	[e = b+c]	$	118,066		$	116,990		$	109,637		$	352,647		$	337,818
Adjusted tax-equivalent revenue	[f = b+d]		118,084			116,713			109,637			344,923			337,818
Operating revenue	[g = a+d]		117,688			116,311			109,084			343,676			336,146

Adjusted noninterest income to operating revenue	[d÷g]		29.86	%		29.13	%		28.69	%		29.95	%		27.91	%

Total noninterest expense		$	75,926		$	75,537		$	70,945		$	222,232		$	210,553
Non-GAAP adjustments:
Amortization of intangible assets	[h]		(2,548	)		(2,629	)		(2,555	)		(7,586	)		(7,953	)
Noninterest expense excluding amortization of intangible assets	[i]		73,378			72,908			68,390			214,646			202,600
Non-operating adjustments:
Salaries, wages, and employee benefits			(73	)		(1,137	)		—			(1,333	)		—
Data processing			(90	)		(344	)		—			(534	)		—
Professional fees, occupancy, furniture and fixtures, and other			(1,772	)		(731	)		(79	)		(2,688	)		(91	)
Adjusted noninterest expense	[j]		71,443			70,696			68,311			210,091			202,509
Provision for unfunded commitments			(407	)		369			(13	)		640			357
Amortization of New Markets Tax Credits			—			—			(2,260	)		—			(6,740	)
Adjusted core expense	[k]	$	71,036		$	71,065		$	66,038		$	210,731		$	196,126

Noninterest expense, excluding non-operating adjustments	[j-h]	$	73,991		$	73,325		$	70,866		$	217,677		$	210,462

Reported: Efficiency ratio	[i÷e]		62.15	%		62.32	%		62.38	%		60.87	%		59.97	%
Adjusted: Efficiency ratio	[j÷f]		60.50	%		60.57	%		62.31	%		60.91	%		59.95	%
Adjusted: Core efficiency ratio	[k÷f]		60.16	%		60.89	%		60.23	%		61.10	%		58.06	%

___________________________________________

Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.


Tangible Book Value and Tangible Book Value Per Common Share
(dollars in thousands, except per share amounts)

		As of
		September 30, 2024			June 30, 2024			September 30, 2023
Total stockholders’ equity		$	1,402,884		$	1,333,810		$	1,190,158
Non-GAAP adjustments:
Goodwill and other intangible assets, net			(368,249	)		(370,580	)		(356,343	)
Tangible book value	[a]	$	1,034,635		$	963,230		$	833,815

Ending number of common shares outstanding	[b]		56,872,241			56,746,937			55,342,017

Tangible book value per common share	[a÷b]	$	18.19		$	16.97		$	15.07


Tangible Assets, Tangible Common Equity, and Tangible Common Equity to Tangible Assets
(dollars in thousands)

		As of
		September 30, 2024			June 30, 2024			September 30, 2023
Total assets		$	11,986,839		$	11,971,416		$	12,258,250
Non-GAAP adjustments:
Goodwill and other intangible assets, net			(368,249	)		(370,580	)		(356,343	)
Tax effect of other intangible assets¹			7,178			7,687			7,354
Tangible assets²	[a]	$	11,625,768		$	11,608,523		$	11,909,261

Total stockholders’ equity		$	1,402,884		$	1,333,810		$	1,190,158
Non-GAAP adjustments:
Goodwill and other intangible assets, net			(368,249	)		(370,580	)		(356,343	)
Tax effect of other intangible assets¹			7,178			7,687			7,354
Tangible common equity²	[b]	$	1,041,813		$	970,917		$	841,169

Tangible common equity to tangible assets²	[b÷a]		8.96	%		8.36	%		7.06	%

___________________________________________

Net of estimated deferred tax liability, calculated using the estimated statutory tax rate of 28%.
Tax-effected measure.


Core Deposits, Core Deposits to Total Deposits, and Portfolio Loans to Core Deposits
(dollars in thousands)

		As of
		September 30, 2024			June 30, 2024			September 30, 2023
Portfolio loans	[a]	$	7,809,097		$	7,998,912		$	7,856,160

Total deposits	[b]	$	9,943,241		$	9,976,135		$	10,332,362
Non-GAAP adjustments:
Brokered deposits, excluding brokered time deposits of $250,000 or more			(13,089	)		(43,089	)		(6,055	)
Time deposits of $250,000 or more			(338,808	)		(314,461	)		(350,276	)
Core deposits	[c]	$	9,591,344		$	9,618,585		$	9,976,031

RATIOS
Core deposits to total deposits	[c÷b]		96.46	%		96.42	%		96.55	%
Portfolio loans to core deposits	[a÷c]		81.42	%		83.16	%		78.75	%

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Busey’s financial condition, results of operations, plans, objectives, future performance, and business. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Busey’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should,” “position,” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and Busey undertakes no obligation to update any statement in light of new information or future events.

A number of factors, many of which are beyond Busey’s ability to control or predict, could cause actual results to differ materially from those in any forward-looking statements. These factors include, among others, the following: (1) risks related to the proposed transaction with CrossFirst, including (i) the possibility that the proposed transaction will not close when expected or at all because required regulatory, stockholder, or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); (ii) the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Busey and CrossFirst do business; (iii) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (iv) diversion of management’s attention from ongoing business operations and opportunities; (v) the possibility that Busey may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all, and to successfully integrate CrossFirst’s operations with those of Busey or that such integration may be more difficult, time consuming or costly than expected; (vi) revenues following the proposed transaction may be lower than expected; and (vii) shareholder litigation that could prevent or delay the closing of the proposed transaction or otherwise negatively impact our business and operations; (2) the strength of the local, state, national, and international economy (including effects of inflationary pressures and supply chain constraints); (3) the economic impact of any future terrorist threats or attacks, widespread disease or pandemics, or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine and the conflict in the Middle East); (4) changes in state and federal laws, regulations, and governmental policies concerning Busey’s general business (including changes in response to the failures of other banks or as a result of the upcoming 2024 presidential election); (5) changes in accounting policies and practices; (6) changes in interest rates and prepayment rates of Busey’s assets (including the impact of sustained elevated interest rates); (7) increased competition in the financial services sector (including from non-bank competitors such as credit unions and fintech companies) and the inability to attract new customers; (8) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (9) the loss of key executives or associates; (10) changes in consumer spending; (11) unexpected results of other transactions (including the acquisition of M&M); (12) unexpected outcomes of existing or new litigation, investigations, or inquiries involving Busey (including with respect to Busey’s Illinois franchise taxes); (13) fluctuations in the value of securities held in Busey’s securities portfolio; (14) concentrations within Busey’s loan portfolio (including commercial real estate loans), large loans to certain borrowers, and large deposits from certain clients; (15) the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure; (16) the level of non-performing assets on Busey’s balance sheets; (17) interruptions involving information technology and communications systems or third-party servicers; (18) breaches or failures of information security controls or cybersecurity-related incidents; and (19) the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, and droughts. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Additional information concerning Busey and its business, including additional factors that could materially affect Busey’s financial results, is included in Busey’s filings with the Securities and Exchange Commission.

ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

Busey has filed a registration statement on Form S‑4 with the SEC to register the shares of Busey’s common stock that will be issued to CrossFirst stockholders in connection with the proposed transaction. The registration statement includes a preliminary joint proxy statement of Busey and CrossFirst, which also constitutes a prospectus of Busey. The definitive joint proxy statement/prospectus will be sent to the stockholders of each of Busey and CrossFirst seeking certain approvals related to the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BUSEY AND CROSSFIRST AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S‑4 AND THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S‑4 WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUSEY, CROSSFIRST, AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copies of these documents, as well as other relevant documents filed with the SEC containing information about Busey and CrossFirst, without charge, at the SEC’s website (http://www.sec.gov). Copies of documents filed with the SEC by Busey will be made available free of charge in the “SEC Filings” section of Busey’s website, https://ir.busey.com. Copies of documents filed with the SEC by CrossFirst will be made available free of charge in the “Investor Relations” section of CrossFirst’s website, https://investors.crossfirstbankshares.com.

PARTICIPANTS IN SOLICITATION

Busey, CrossFirst, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding Busey’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 12, 2024, and certain other documents filed by Busey with the SEC. Information regarding CrossFirst’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 26, 2024, and certain other documents filed by CrossFirst with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed or to be filed with the SEC when they become available. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

END NOTES

1	Represents a non-GAAP financial measure. For a reconciliation to the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”), see “Non-GAAP Financial Information.”
2	Estimated uninsured and uncollateralized deposits consist of account balances in excess of the $250 thousand FDIC insurance limit, less intercompany accounts and collateralized accounts (including preferred deposits).
3	Central Business District areas within Busey’s footprint include downtown St. Louis, downtown Indianapolis, and downtown Chicago.
4	Capital amounts and ratios for the third quarter of 2024 are not yet finalized and are subject to change.
5	On- and off-balance sheet liquidity is comprised of cash and cash equivalents, debt securities excluding those pledged as collateral, brokered deposits, and Busey’s borrowing capacity through its revolving credit facility, the FHLB, the Federal Reserve Bank, and federal funds purchased lines.
6	The blended benchmark consists of 60% MSCI All Country World Index and 40% Bloomberg Intermediate US Government/Credit Total Return Index.

MIL-OSI: Helium Evolution Announces Partner to Drill Joint Well

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, Oct. 22, 2024 (GLOBE NEWSWIRE) — Helium Evolution Incorporated (TSXV:HEVI) (“HEVI” or the “Company“), a Canadian-based helium exploration company focused on developing assets in southern Saskatchewan, is pleased to announce that its partner, North American Helium Inc. (“NAH”), has served the Company notice of its intention to drill a joint well in the Mankota area. This initiative is part of the previously announced development plan for up to nine wells in the Mankota area, as disclosed on April 2, 2024.

The joint well is expected to spud before the end of October 2024 and is located at 7-2-4-9W3M (the “7-2 Well”). HEVI is pleased to confirm its participation in the drilling of the 7-2 Well, with the Company holding a 20% working interest. The estimated total cost for HEVI’s share in the 7-2 Well is approximately $0.4 million net and is supported by HEVI’s strong working capital position, which totaled $4.7 million as of June 30, 2024.

“We are excited to announce the upcoming drilling of a joint well in the Mankota area, a significant step in our strategic development plan,” said Greg Robb, President and CEO of HEVI. “Our partnership with NAH underscores our commitment to harnessing the potential of helium resources in southern Saskatchewan. With our solid financial foundation and collaborative approach, we are poised to make meaningful advancements in our exploration efforts, ultimately contributing to the growth of the helium industry in Canada.”

Stay Connected to Helium Evolution

Shareholders and other parties interested in learning more about the Helium Evolution opportunity are encouraged to visit the Company’s website, which includes an updated corporate presentation, and are invited to follow the Company on LinkedIn and X for ongoing corporate updates and helium industry information. Helium Evolution also provides an extensive, commissioned ‘deep-dive’ research report prepared by a third party whose background includes serving as a research analyst for several bank-owned and independent investment dealers. In addition to recent media articles, HEVI maintains a profile on the Investing News Network platform, where further information, editorial pieces and industry reviews are available.

About Helium Evolution Incorporated

Helium Evolution is a Canadian-based helium exploration company holding the largest helium land rights position in North America among publicly-traded companies, focused on developing assets in southern Saskatchewan. The Company has over five million acres of land under permit near proven discoveries of economic helium concentrations which will support scaling the exploration and development efforts across its land base. HEVI’s management and board are executing a differentiated strategy to become a leading supplier of sustainably-produced helium for the growing global helium market.

For further information, please contact:

Statement Regarding Forward-Looking Information

This news release contains statements that constitute “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Forward-looking statements in this document include statements regarding the anticipated spud date of the 7-2 Well, the cost to drill the 7-2 Well, the anticipated nine well drilling program, the Company’s expectations regarding the Company becoming a leading supplier of sustainably-produced helium, the Company’s strong working capital position, the Company’s beliefs regarding growth of the global helium market and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: NAH may be unsuccessful in drilling commercially productive wells; drill costs may be higher or lower than estimates; NAH may defer, abandon or accelerate the drilling of the 7-2 Well and the nine well drill program; new laws or regulations and/or unforeseen events could adversely affect the Company’s business and results of operations; stock markets have experienced volatility that often has been unrelated to the performance of companies and such volatility may adversely affect the price of the Company’s securities regardless of its operating performance; risks generally associated with the exploration for and production of resources; the uncertainty of estimates and projections relating to expenses and the Company’s working capital position; constraint in the availability of services; commodity price and exchange rate fluctuations; adverse weather or break-up conditions; and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures.

When relying on forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and risks other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraphs will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

MIL-OSI: CrossFirst Bankshares, Inc. Reports Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

LEAWOOD, Kan., Oct. 22, 2024 (GLOBE NEWSWIRE) — CrossFirst Bankshares, Inc. (Nasdaq: CFB), the bank holding company for CrossFirst Bank, today reported operating results for the third quarter ended September 30, 2024.

The third quarter earnings release can be viewed here: https://investors.crossfirstbankshares.com/financials/quarterly-reports

Investor Contact
Mike Daley | CrossFirst Bankshares, Inc.
913.754.9707 | mike.daley@crossfirstbank.com

About CrossFirst Bankshares, Inc.

CrossFirst Bankshares, Inc. (Nasdaq: CFB) is a Kansas corporation and a registered bank holding company for its wholly owned subsidiary, CrossFirst Bank, a full-service financial institution that offers products and services to businesses, professionals, individuals, and families. CrossFirst Bank, headquartered in Leawood, Kansas, has locations in Kansas, Missouri, Oklahoma, Texas, Arizona, Colorado, and New Mexico.

MIL-OSI: PIMCO Canada Corp. Announces Monthly Distributions for PIMCO Canada Closed End Funds

Source: GlobeNewswire (MIL-OSI)

TORONTO, Oct. 22, 2024 (GLOBE NEWSWIRE) — PIMCO Canada Corp. (“PIMCO Canada”) is pleased to announce today that it has declared monthly distributions on its Class A Units (the “Units”) of the PIMCO Canada closed end funds (the “Funds”). The distributions will be paid on November 15, 2024 to the holders of record at the close of business on October 31, 2024.

Details of the distribution amounts are as follow:

Fund Name	Ticker	Cash Distribution per Unit	Change from Previous Month	Percentage Change from Previous Month
PIMCO Global Income Opportunities Fund	PGI.UN	$0.05688	–	–
PIMCO Tactical Income Fund	PTI.UN	$0.05580	–	–
PIMCO Tactical Income Opportunities Fund	PTO.UN	$0.05709	–	–
PIMCO Multi-Sector Income Fund	PIX.UN	$0.06538	–	–

Unitholders are reminded that each Fund offers a distribution reinvestment plan (“DRIP”) which will provide unitholders with the ability to automatically reinvest their distributions. Eligible unitholders are encouraged to contact the institution through which they hold their Units to confirm enrollment procedures and timelines. A copy of the DRIP is available at http://www.pimco.ca.

The Manager, PIMCO Canada, retains Pacific Investment Management Company LLC (“PIMCO”), to provide investment management services to the Funds.

About PIMCO

PIMCO is a global leader in active fixed income with deep expertise across public and private markets. We invest our clients’ capital across a range of fixed income and credit opportunities, drawing upon our decades of experience navigating complex debt markets. Our flexible capital base and deep relationships with issuers have helped us become one of the world’s largest providers of traditional and nontraditional solutions for companies that need financing and investors who seek strong risk-adjusted returns.

This is not an offer to sell Units and not a solicitation of an offer to buy Units in any region where the offer or sale is not permitted. Before you invest, you should carefully read the Funds’ disclosure documents and consider carefully the risks you assume when you invest in the Units. There can be no assurance that a Fund will achieve its investment objectives or be able to structure its investment portfolio as anticipated. Copies of the Funds’ disclosure documents may be obtained from your financial advisor.

Forward-Looking Statements

Certain statements included in this news release constitute forward-looking statements, including, but not limited to, those identified by the expressions “expect”, “intend”, “will” and similar expressions to the extent they relate to the Funds. The forward-looking statements are not historical facts but reflect each Fund, PIMCO Canada and/or PIMCO’s current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including, but not limited to, market factors. Although the Funds, PIMCO Canada and/or PIMCO believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein. The Funds, PIMCO Canada and/or PIMCO undertakes no obligation to update publicly or otherwise revise any forward-looking statement or information whether as a result of new information, future events or other factors which affect this information, except as required by law.

You will usually pay brokerage fees to your dealer if you purchase or sell Units on the Toronto Stock Exchange (the “TSX”). If the Units are purchased or sold on the TSX, investors may pay more than the current net asset value when buying Units and may receive less than the current net asset value when selling them. There are ongoing fees and expenses associated with owning Units. An investment fund must prepare disclosure documents that contain key information about the fund. You can find more detailed information about the Funds in these documents. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated.

Each Fund is a closed-end exchange traded investment fund. The material presented here is only to provide information and is not intended for trading purposes. Closed-end funds, unlike open-end funds, are not continuously offered. After the initial public offering, units are sold on the open market through a stock exchange. Closed-end funds may be leveraged and carry various risks depending upon the underlying assets owned by a fund. Investment policies, management fees and other matters of interest to prospective investors may be found in each closed-end funds annual and semi-annual report. For additional information, please contact your investment professional.

For a summary of the risks of an investment in each Fund, please see the Funds disclosure documents. Units of closed end funds frequently trade at a discount to their net asset value, which may increase risk of loss. Distributions are not guaranteed and are subject to change and/or elimination.

PIMCO as a general matter provides services to qualified institutions, financial intermediaries and institutional investors. Individual investors should contact their own financial professional to determine the most appropriate investment options for their financial situation. This material contains the current opinions of the manager and such opinions are subject to change without notice. This material has been distributed for informational purposes only and should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this material may be reproduced in any form, or referred to in any other publication, without express written permission. PIMCO is a trademark of Allianz Asset Management of America LLC in the United States and throughout the world. ©2024, PIMCO

The products and services provided by PIMCO Canada Corp. may only be available in certain provinces or territories of Canada and only through dealers authorized for that purpose.

PIMCO Canada has retained PIMCO as sub-adviser. PIMCO Canada will remain responsible for any loss that arises out of the failure of its sub-adviser.

PIMCO Canada Corp. 199 Bay Street, Suite 2050, Commerce Court Station, P.O. Box 363, Toronto, ON, M5L 1G2, 416-368-3350

Contact:
Agnes Crane
PIMCO – Media Relations Phone: +212 597.1054

MIL-OSI: Baker Hughes Company Announces Third-Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

Third-quarter highlights

Orders of $6.7 billion, including $2.9 billion of IET orders.
RPO of $33.4 billion, including record IET RPO of $30.2 billion.
Revenue of $6.9 billion, up 4% year-over-year.
Attributable net income of $766 million.
GAAP diluted EPS of $0.77 and adjusted diluted EPS* of $0.67.
Adjusted EBITDA* of $1,208 million, up 23% year-over-year.
Cash flows from operating activities of $1,010 million and free cash flow* of $754 million.
Returns to shareholders of $361 million, including $152 million of share repurchases.

HOUSTON and LONDON, Oct. 22, 2024 (GLOBE NEWSWIRE) — Baker Hughes Company (Nasdaq: BKR) (“Baker Hughes” or the “Company”) announced results today for the third quarter of 2024.

“We delivered another quarter of record EBITDA, highlighted by exceptional operational performance across both segments. Our margins continue to improve at an accelerated pace, with total company EBITDA margins increasing to 17.5%. This marks the highest margin quarter since the company was formed. On the back of our solid third-quarter results and stable outlook, we remain confident in achieving our full-year EBITDA guidance midpoint,” said Lorenzo Simonelli, Baker Hughes Chairman and Chief Executive Officer.

“Orders remain at solid levels, with IET orders of $2.9 billion marking the eighth consecutive quarter at or above these levels. IET continued to demonstrate strong order momentum for gas infrastructure and FPSOs, booking the largest ever ICL compressor award from Dubai Petroleum Establishment for the Margham Gas storage facility and two FPSO awards with separate offshore operators.”

“Overall, our segments continue to make strong progress on their journey toward 20% EBITDA margins, with both segments achieving high-teen margins during the quarter. Our operational discipline and rigor continue to gain traction.”

“We are also benefiting from the life-cycle attributes of our service offerings and the breadth of our portfolio. With significant recurring IET service revenue, strong production-levered businesses, untapped market opportunities, and improved cost structure, we are becoming less cyclical and capable of generating more durable earnings and free cash flow across cycles.”

“We are successfully executing our strategy, and this is a testament to the strength of our people and the culture we are building,” concluded Simonelli.

* Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

	Three Months Ended						Variance
(in millions except per share amounts)	September 30, 2024		June 30, 2024		September 30, 2023		Sequential	Year-over-year
Orders	$	6,676	$	7,526	$	8,512	(11%)	(22%)
Revenue		6,908		7,139		6,641	(3%)	4%
Net income attributable to Baker Hughes		766		579		518	32%	48%
Adjusted net income attributable to Baker Hughes*		666		568		427	17%	56%
Operating income		930		833		714	12%	30%
Adjusted operating income*		930		847		716	10%	30%
Adjusted EBITDA*		1,208		1,130		983	7%	23%
Diluted earnings per share (EPS)		0.77		0.58		0.51	33%	51%
Adjusted diluted EPS*		0.67		0.57		0.42	18%	59%
Cash flow from operating activities		1,010		348		811	F	25%
Free cash flow*		754		106		592	F	27%

* Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

“F” is used when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

Certain columns and rows in our tables and financial statements may not sum up due to the use of rounded numbers.

Quarter Highlights

Industrial & Energy Technology (“IET”) experienced a strong quarter for its Integrated Compressor Line (“ICL”) technology. In its largest ICL award to-date, and booked under Climate Technology Solutions (“CTS”), Baker Hughes will supply 10 units to Dubai Petroleum Establishment for the Margham Gas storage facility. These ICL units will support gas infrastructure, providing stability to Dubai’s energy supply by strengthening the system’s ability to switch between natural gas and solar power.

IET’s Gas Technology Equipment (“GTE”) was also awarded a significant contract to supply advanced compression solutions to Saipem for TotalEnergies’ all-electric Kaminho Floating Production Storage and Offloading (“FPSO”) project in Angola. Baker Hughes’ centrifugal BCL compressor and ICL technology were selected because of the capability to minimize greenhouse emissions and eliminate routine flaring by reinjecting associated gas into the reservoir for storage. Separately, IET was selected to provide electric motor-driven process compressors for an FPSO project in Latin America.

IET’s Gas Technology Services (“GTS”) secured a multi-decade agreement for an LNG facility in the Middle East. The scope encompasses extensive maintenance services and digital solutions, leveraging Baker Hughes’ iCenter™ Remote Monitoring and Diagnostics capabilities.

Oilfield Services & Equipment (“OFSE”) strengthened the Company’s relationship with Petrobras, receiving contracts to supply 43 miles of flexible pipe systems in Brazil’s Santos Basin. A significant portion of these risers and flowlines will be manufactured in-country at Baker Hughes’ Niteroi plant. The contracts, awarded through an open tender, include multi-year service agreements to support maintenance activities through the life of the project and demonstrate Baker Hughes’ dedication to providing equipment and services critical to help Petrobras achieve its strategic plan to expand operations.

In OFSE, mature assets solutions (“MAS”) delivered a strong order quarter, illustrating confidence in the Company’s full range of workflows and solutions to accelerate production and total recovery. OFSE won a MAS award to supply Santos Energy’s strategic and historic Cooper Basin Development in Australia with drilling fluids and wireline services, marking Baker Hughes’ return to the basin. Additionally, OFSE signed a multi-year contract extension with a customer in the Middle East for completions and well intervention.

Baker Hughes saw increased adoption of Leucipa™, the Company’s intelligent automated field production digital solution. A major global operator expanded the use of Leucipa across multiple fields in the Permian Basin, enabling the customer to optimize production through real-time field orchestration to generate lower-carbon, short-cycle barrels. Additionally, a new strategic collaboration was established early in the fourth quarter with Repsol, a major customer of Leucipa, to develop and deploy next-generation artificial intelligence capabilities for this digital solution. The companies will share knowledge and expertise to optimize and enhance production across Repsol’s global portfolio while creating new commercial opportunities for Baker Hughes.

Baker Hughes continues to innovate new digital technologies to support customers on their decarbonization journey. The Company launched CarbonEdge™, powered by Cordant™, an end-to-end, risk-based digital solution that delivers precise, real-time data and alerts on carbon dioxide (CO₂) flows across CCUS infrastructure from subsurface to surface. This solution enables operators to mitigate risk, improve decision-making, enhance operational efficiency, and simplify regulatory reporting across the entire project lifecycle.

Consolidated Revenue and Operating Income by Reporting Segment

(in millions)	Three Months Ended									Variance
	September 30, 2024			June 30, 2024			September 30, 2023			Sequential	Year-over-year
Oilfield Services & Equipment	$	3,963		$	4,011		$	3,951		(1%)	—%
Industrial & Energy Technology		2,945			3,128			2,691		(6%)	9%
Segment revenue		6,908			7,139			6,641		(3%)	4%

Oilfield Services & Equipment		547			493			465		11%	18%
Industrial & Energy Technology		474			442			346		7%	37%
Corporate⁽¹⁾		(91	)		(88	)		(95	)	(3%)	4%
Restructuring, impairment & other		—			(14	)		(2	)	F	F
Operating income		930			833			714		12%	30%
Adjusted operating income*		930			847			716		10%	30%
Depreciation & amortization		278			283			267		(2%)	4%
Adjusted EBITDA*	$	1,208		$	1,130		$	983		7%	23%

* Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

“F” is used when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

⁽¹⁾Corporate costs are primarily reported in “Selling, general and administrative” in the condensed consolidated statements of income (loss).

Revenue for the quarter was $6,908 million, a decrease of 3% sequentially and an increase of 4% year-over-year. The increase in revenue year-over-year was driven by IET.

The Company’s total book-to-bill ratio in the quarter was 1.0; the IET book-to-bill ratio in the quarter was also 1.0.

Operating income as determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), for the third quarter of 2024 was $930 million. Operating income increased $97 million sequentially and increased $216 million year-over-year.

Adjusted operating income (a non-GAAP financial measure) for the third quarter of 2024 was $930 million. There were no adjustments to operating income in the third quarter. A list of the adjusting items and associated reconciliation from GAAP has been provided in Table 1a in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted operating income for the third quarter of 2024 was up 10% sequentially and up 30% year-over-year.

Depreciation and amortization for the third quarter of 2024 was $278 million.

Adjusted EBITDA (a non-GAAP financial measure) for the third quarter of 2024 was $1,208 million. There were no adjustments to EBITDA in the third quarter. See Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted EBITDA for the third quarter was up 7% sequentially and up 23% year-over-year.

The sequential increase in adjusted operating income and adjusted EBITDA was driven by higher pricing in both segments and structural cost-out initiatives, partially offset by lower volume in both segments. The year-over-year increase in adjusted operating income and adjusted EBITDA was driven by higher pricing in both segments, higher volume in IET, and structural cost-out initiatives, partially offset by cost inflation in IET and unfavorable business mix in both segments.

Other Financial Items

Remaining Performance Obligations (“RPO”) in the third quarter ended at $33.4 billion, a decrease of $0.1 billion from the second quarter of 2024. OFSE RPO was $3.2 billion, down 5% sequentially, while IET RPO was $30.2 billion, up $44 million sequentially. Within IET RPO, GTE RPO was $11.9 billion and GTS RPO was $14.8 billion.

Income tax expense in the third quarter of 2024 was $235 million.

Other non-operating income in the third quarter of 2024 was $134 million. Included in other non-operating income were net mark-to-market gains in fair value for certain equity investments of $99 million.

GAAP diluted earnings per share was $0.77. Adjusted diluted earnings per share (a non-GAAP financial measure) was $0.67. Excluded from adjusted diluted earnings per share were all items listed in Table 1c in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

Cash flow from operating activities was $1,010 million for the third quarter of 2024. Free cash flow (a non-GAAP financial measure) for the quarter was $754 million. A reconciliation from GAAP has been provided in Table 1d in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

Capital expenditures, net of proceeds from disposal of assets, were $256 million for the third quarter of 2024, of which $182 million for OFSE and $62 million for IET.

Results by Reporting Segment

The following segment discussions and variance explanations are intended to reflect management’s view of the relevant comparisons of financial results on a sequential or year-over-year basis, depending on the business dynamics of the reporting segments.

Oilfield Services & Equipment

(in millions)	Three Months Ended									Variance
Segment results	September 30, 2024			June 30, 2024			September 30, 2023			Sequential	Year-over-year
Orders	$	3,807		$	4,068		$	4,178		(6%)	(9%)
Revenue	$	3,963		$	4,011		$	3,951		(1%)	—%
Operating income	$	547		$	493		$	465		11%	18%
Operating margin		13.8	%		12.3	%		11.8	%	1.5pts	2pts
Depreciation & amortization	$	218		$	223		$	206		(2%)	6%
EBITDA*	$	765		$	716		$	670		7%	14%
EBITDA margin*		19.3	%		17.8	%		17.0	%	1.5pts	2.3pts

(in millions)	Three Months Ended						Variance
Revenue by Product Line	September 30, 2024		June 30, 2024		September 30, 2023		Sequential	Year-over-year
Well Construction	$	1,050	$	1,090	$	1,128	(4%)	(7%)
Completions, Intervention & Measurements		1,009		1,118		1,085	(10%)	(7%)
Production Solutions		983		958		967	3%	2%
Subsea & Surface Pressure Systems		921		845		770	9%	20%
Total Revenue	$	3,963	$	4,011	$	3,951	(1%)	—%

(in millions)	Three Months Ended						Variance
Revenue by Geographic Region	September 30, 2024		June 30, 2024		September 30, 2023		Sequential	Year-over-year
North America	$	971	$	1,023	$	1,064	(5%)	(9%)
Latin America		648		663		695	(2%)	(7%)
Europe/CIS/Sub-Saharan Africa		933		827		695	13%	34%
Middle East/Asia		1,411		1,498		1,497	(6%)	(6%)
Total Revenue	$	3,963	$	4,011	$	3,951	(1%)	—%

North America	$	971	$	1,023	$	1,064	(5%)	(9%)
International		2,992		2,988		2,887	—%	4%

* Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” EBITDA margin is defined as EBITDA divided by revenue.

OFSE orders of $3,807 million for the third quarter decreased by $261 million sequentially. Subsea and Surface Pressure Systems orders were $776 million, down 13% sequentially, and down 23% year-over-year.

OFSE revenue of $3,963 million for the third quarter was down 1% sequentially, and up $12 million year-over-year.

North America revenue was $971 million, down 5% sequentially. International revenue was $2,992 million, an increase of $4 million sequentially, driven by growth in Europe/CIS/Sub-Saharan Africa regions partially offset by decline in Middle East/Asia.

Segment operating income for the third quarter was $547 million, an increase of $54 million, or 11%, sequentially. Segment EBITDA for the third quarter was $765 million, an increase of $49 million, or 7% sequentially. The sequential increase in segment operating income and EBITDA was driven by positive price and productivity, partially offset by pressure from negative business mix and lower volume.

Industrial & Energy Technology

(in millions)	Three Months Ended									Variance
Segment results	September 30, 2024			June 30, 2024			September 30, 2023			Sequential	Year-over-year
Orders	$	2,868		$	3,458		$	4,334		(17%)	(34%)
Revenue	$	2,945		$	3,128		$	2,691		(6%)	9%
Operating income	$	474		$	442		$	346		7%	37%
Operating margin		16.1	%		14.1	%		12.9	%	2pts	3.2pts
Depreciation & amortization	$	54		$	55		$	57		(2%)	(6%)
EBITDA*	$	528		$	497		$	403		6%	31%
EBITDA margin*		17.9	%		15.9	%		15.0	%	2pts	2.9pts

(in millions)	Three Months Ended						Variance
Orders by Product Line	September 30, 2024		June 30, 2024		September 30, 2023		Sequential	Year-over-year
Gas Technology Equipment	$	1,088	$	1,493	$	2,813	(27%)	(61%)
Gas Technology Services		778		769		724	1%	7%
Total Gas Technology		1,866		2,261		3,537	(17%)	(47%)
Industrial Products		494		524		477	(6%)	4%
Industrial Solutions		293		281		271	4%	8%
Total Industrial Technology		787		805		748	(2%)	5%
Climate Technology Solutions		215		392		49	(45%)	F
Total Orders	$	2,868	$	3,458	$	4,334	(17%)	(34%)

(in millions)	Three Months Ended						Variance
Revenue by Product Line	September 30, 2024		June 30, 2024		September 30, 2023		Sequential	Year-over-year
Gas Technology Equipment	$	1,281	$	1,539	$	1,227	(17%)	4%
Gas Technology Services		697		691		637	1%	9%
Total Gas Technology		1,978		2,230		1,865	(11%)	6%
Industrial Products		520		509		520	2%	—%
Industrial Solutions		257		262		243	(2%)	6%
Total Industrial Technology		777		770		763	1%	2%
Climate Technology Solutions		191		128		63	49%	F
Total Revenue	$	2,945	$	3,128	$	2,691	(6%)	9%

* Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” EBITDA margin is defined as EBITDA divided by revenue.

“F” is used when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

IET orders of $2,868 million for the third quarter decreased by $1,465 million, or 34% year-over-year. The decrease was driven primarily by GTE orders which were down $1,725 million or 61% year-over-year.

IET revenue of $2,945 million for the quarter increased $254 million, or 9% year-over-year. The increase was driven primarily by Climate Technology Solutions, up favorably year-over-year, and by Gas Technology, up 6% year-over-year.

Segment operating income for the quarter was $474 million, up 37% year-over-year. Segment EBITDA for the quarter was $528 million, up $125 million, or 31% year-over-year. The year-over-year increase in segment operating income and EBITDA was primarily driven by higher volume, pricing and productivity, partially offset by cost inflation.

Reconciliation of GAAP to non-GAAP Financial Measures

Management provides non-GAAP financial measures because it believes such measures are widely accepted financial indicators used by investors and analysts to analyze and compare companies on the basis of operating performance (including adjusted operating income; EBITDA; EBITDA margin; adjusted EBITDA; adjusted net income attributable to Baker Hughes; and adjusted diluted earnings per share) and liquidity (free cash flow) and that these measures may be used by investors to make informed investment decisions. Management believes that the exclusion of certain identified items from several key operating performance measures enables us to evaluate our operations more effectively, to identify underlying trends in the business, and to establish operational goals for certain management compensation purposes. Management also believes that free cash flow is an important supplemental measure of our cash performance but should not be considered as a measure of residual cash flow available for discretionary purposes, or as an alternative to cash flow from operating activities presented in accordance with GAAP.

Table 1a. Reconciliation of GAAP and Adjusted Operating Income

	Three Months Ended
(in millions)	September 30, 2024		June 30, 2024		September 30, 2023
Operating income (GAAP)	$	930	$	833	$	714
Restructuring, impairment & other		—		14		2
Total operating income adjustments		—		14		2
Adjusted operating income (non-GAAP)	$	930	$	847	$	716

Table 1a reconciles operating income, which is the directly comparable financial result determined in accordance with GAAP, to adjusted operating income. Adjusted operating income excludes the impact of certain identified items.

Table 1b. Reconciliation of Net Income Attributable to Baker Hughes to EBITDA and Adjusted EBITDA

	Three Months Ended
(in millions)	September 30, 2024			June 30, 2024			September 30, 2023
Net income attributable to Baker Hughes (GAAP)	$	766		$	579		$	518
Net income attributable to noncontrolling interests		8			2			6
Provision for income taxes		235			243			235
Interest expense, net		55			47			49
Other non-operating income, net		(134	)		(38	)		(94	)
Operating income (GAAP)		930			833			714

Depreciation & amortization		278			283			267
EBITDA (non-GAAP)		1,208			1,116			981
Total operating income adjustments⁽¹⁾		—			14			2
Adjusted EBITDA (non-GAAP)	$	1,208		$	1,130		$	983

⁽¹⁾See Table 1a for the identified adjustments to operating income.

Table 1b reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to EBITDA. Adjusted EBITDA excludes the impact of certain identified items.

Table 1c. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted Net Income Attributable to Baker Hughes

	Three Months Ended
(in millions, except per share amounts)	September 30, 2024			June 30, 2024			September 30, 2023
Net income attributable to Baker Hughes (GAAP)	$	766		$	579		$	518
Total operating income adjustments⁽¹⁾		—			14			2
Other adjustments (non-operating)⁽²⁾		(99	)		(19	)		(95	)
Tax adjustments⁽³⁾		(1	)		(6	)		2
Total adjustments, net of income tax		(100	)		(11	)		(91	)
Less: adjustments attributable to noncontrolling interests		—			—			—
Adjustments attributable to Baker Hughes		(100	)		(11	)		(91	)
Adjusted net income attributable to Baker Hughes (non-GAAP)	$	666		$	568		$	427


Denominator:
Weighted-average shares of Class A common stock outstanding diluted		999			1,001			1,017
Adjusted earnings per share – diluted (non-GAAP)	$	0.67		$	0.57		$	0.42

⁽¹⁾See Table 1a for the identified adjustments to operating income.

⁽²⁾All periods primarily reflect the net gain or loss on changes in fair value for certain equity investments.

⁽³⁾All periods reflect the tax associated with the other operating and non-operating adjustments.

Table 1c reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted net income attributable to Baker Hughes. Adjusted net income attributable to Baker Hughes excludes the impact of certain identified items.

Table 1d. Reconciliation of Net Cash Flows From Operating Activities to Free Cash Flow

	Three Months Ended
(in millions)	September 30, 2024			June 30, 2024			September 30, 2023
Net cash flows from operating activities (GAAP)	$	1,010		$	348		$	811
Add: cash used for capital expenditures, net of proceeds from disposal of assets		(256	)		(242	)		(219	)
Free cash flow (non-GAAP)	$	754		$	106		$	592

Table 1d reconciles net cash flows from operating activities, which is the directly comparable financial result determined in accordance with GAAP, to free cash flow. Free cash flow is defined as net cash flows from operating activities less expenditures for capital assets plus proceeds from disposal of assets.

Financial Tables (GAAP)

Condensed Consolidated Statements of Income (Loss)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions, except per share amounts)		2024			2023			2024			2023
Revenue	$	6,908		$	6,641		$	20,465		$	18,671
Costs and expenses:
Cost of revenue		5,366			5,298			16,155			14,867
Selling, general and administrative		612			627			1,873			1,977
Restructuring, impairment and other		—			2			21			161
Total costs and expenses		5,978			5,927			18,049			17,005
Operating income		930			714			2,416			1,666
Other non-operating income, net		134			94			200			638
Interest expense, net		(55	)		(49	)		(143	)		(171	)
Income before income taxes		1,009			759			2,473			2,133
Provision for income taxes		(235	)		(235	)		(656	)		(614	)
Net income		774			524			1,817			1,519
Less: Net income attributable to noncontrolling interests		8			6			17			16
Net income attributable to Baker Hughes Company	$	766		$	518		$	1,800		$	1,503

Per share amounts:
Basic income per Class A common stock	$	0.77		$	0.51		$	1.81		$	1.49
Diluted income per Class A common stock	$	0.77		$	0.51		$	1.80		$	1.48

Weighted average shares:
Class A basic		993			1,009			996			1,010
Class A diluted		999			1,017			1,001			1,016

Cash dividend per Class A common stock	$	0.21		$	0.20		$	0.63		$	0.58

Condensed Consolidated Statements of Financial Position

(Unaudited)

(In millions)	September 30, 2024		December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	2,664	$	2,646
Current receivables, net		6,920		7,075
Inventories, net		5,254		5,094
All other current assets		1,730		1,486
Total current assets		16,568		16,301
Property, plant and equipment, less accumulated depreciation		5,150		4,893
Goodwill		6,167		6,137
Other intangible assets, net		3,995		4,093
Contract and other deferred assets		1,904		1,756
All other assets		3,746		3,765
Total assets	$	37,530	$	36,945
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	4,431	$	4,471
Short-term and current portion of long-term debt		52		148
Progress collections and deferred income		5,685		5,542
All other current liabilities		2,622		2,830
Total current liabilities		12,790		12,991
Long-term debt		5,984		5,872
Liabilities for pensions and other postretirement benefits		991		978
All other liabilities		1,422		1,585
Equity		16,343		15,519
Total liabilities and equity	$	37,530	$	36,945

Outstanding Baker Hughes Company shares:
Class A common stock		989		998

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended September 30,			Nine Months Ended September 30,
(In millions)		2024			2024			2023
Cash flows from operating activities:
Net income	$	774		$	1,817		$	1,519
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		278			844			813
Stock-based compensation cost		53			154			148
Gain on equity securities		(99	)		(171	)		(639	)
Provision for deferred income taxes		2			35			68
Other asset impairments		—			—			43
Working capital		(21	)		(57	)		19
Other operating items, net		23			(480	)		159
Net cash flows provided by operating activities		1,010			2,142			2,130
Cash flows from investing activities:
Expenditures for capital assets		(300	)		(925	)		(868	)
Proceeds from disposal of assets		44			145			150
Proceeds from sale of equity securities		—			21			372
Proceeds from business dispositions		—			—			293
Net cash paid for acquisitions		—			—			(301	)
Other investing items, net		(13	)		(40	)		(149	)
Net cash flows used in investing activities		(269	)		(799	)		(503	)
Cash flows from financing activities:
Repayment of long-term debt		(9	)		(134	)		—
Dividends paid		(209	)		(628	)		(586	)
Repurchase of Class A common stock		(152	)		(476	)		(219	)
Other financing items, net		6			(55	)		(56	)
Net cash flows used in financing activities		(364	)		(1,293	)		(861	)
Effect of currency exchange rate changes on cash and cash equivalents		3			(32	)		(53	)
Increase in cash and cash equivalents		380			18			713
Cash and cash equivalents, beginning of period		2,284			2,646			2,488
Cash and cash equivalents, end of period	$	2,664		$	2,664		$	3,201
Supplemental cash flows disclosures:
Income taxes paid, net of refunds	$	397		$	733		$	463
Interest paid	$	49		$	199		$	205

Supplemental Financial Information

Supplemental financial information can be found on the Company’s website at: investors.bakerhughes.com in the Financial Information section under Quarterly Results.

Conference Call and Webcast

The Company has scheduled an investor conference call to discuss management’s outlook and the results reported in today’s earnings announcement. The call will begin at 9:30 a.m. Eastern time, 8:30 a.m. Central time on Wednesday, October 23, 2024, the content of which is not part of this earnings release. The conference call will be broadcast live via a webcast and can be accessed by visiting the Events and Presentations page on the Company’s website at: investors.bakerhughes.com. An archived version of the webcast will be available on the website for one month following the webcast.

Forward-Looking Statements

This news release (and oral statements made regarding the subjects of this release) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target”, “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Company’s annual report on Form 10-K for the annual period ended December 31, 2023 and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the Company’s website at: http://www.investors.bakerhughes.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: http://www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Our expectations regarding our business outlook and business plans; the business plans of our customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.

These forward-looking statements, including forecasts, may be substantially different from actual results, which are affected by many risks, along with the following risk factors and the timing of any of these risk factors:

Economic and political conditions – the impact of worldwide economic conditions and rising inflation; the effect that declines in credit availability may have on worldwide economic growth and demand for hydrocarbons; foreign currency exchange fluctuations and changes in the capital markets in locations where we operate; and the impact of government disruptions and sanctions.
Orders and RPO – our ability to execute on orders and RPO in accordance with agreed specifications, terms and conditions and convert those orders and RPO to revenue and cash.
Oil and gas market conditions – the level of petroleum industry exploration, development and production expenditures; the price of, volatility in pricing of, and the demand for crude oil and natural gas; drilling activity; drilling permits for and regulation of the shelf and the deepwater drilling; excess productive capacity; crude and product inventories; liquefied natural gas supply and demand; seasonal and other adverse weather conditions that affect the demand for energy; severe weather conditions, such as tornadoes and hurricanes, that affect exploration and production activities; Organization of Petroleum Exporting Countries (“OPEC”) policy and the adherence by OPEC nations to their OPEC production quotas.
Terrorism and geopolitical risks – war, military action, terrorist activities or extended periods of international conflict, particularly involving any petroleum-producing or consuming regions, including Russia and Ukraine; and the recent conflict in the Middle East; labor disruptions, civil unrest or security conditions where we operate; potentially burdensome taxation, expropriation of assets by governmental action; cybersecurity risks and cyber incidents or attacks; epidemic outbreaks.

About Baker Hughes:

Baker Hughes (Nasdaq: BKR) is an energy technology company that provides solutions for energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com

For more information, please contact:

Investor Relations

Chase Mulvehill
+1 346-297-2561
investor.relations@bakerhughes.com

Media Relations

Adrienne Lynch
+1 713-906-8407
adrienne.lynch@bakerhughes.com

MIL-OSI United Kingdom: Governments launch largest review of sector since privatisation

Source: United Kingdom – Executive Government & Departments

The UK and Welsh Governments have introduced major legislation with new powers to bring criminal charges against water executives and a ban on bonuses.

An Independent Commission into the water sector and its regulation will be launched by the government tomorrow (Wednesday 23 October), in what is expected to form the largest review of the industry since privatisation.

The Commission forms the next stage in the Government’s long-term approach to ensuring we have a sufficiently robust and stable regulatory framework to attract the investment needed to clean up our waterways, speed up infrastructure delivery and restore public confidence in the sector.

It follows the Government’s inaugural International Investment Summit last week at which the Prime Minister spoke of the need for regulation and regulators to support growth and investment in the UK.

Launched by the UK and Welsh governments, the Commission will report back next year with recommendations to the Government on how to tackle inherited systemic issues in the water sector to restore our rivers, lakes and seas to good health, meet the challenges of the future and drive economic growth.

These recommendations will form the basis of further legislation to attract long-term investment and clean up our waters for good – injecting billions of pounds into the economy, speeding up delivery on infrastructure to support house building and addressing water scarcity, given the country needs to source an additional 5 billion litres of water a day by 2050.

Former Deputy Governor of the Bank of England, Jon Cunliffe, will chair the Commission. With several decades of economic and regulatory experience, his appointment demonstrates the Government’s serious ambitions.

The Commission will draw upon a panel of experts from across the regulatory, environment, health, engineering, customer, investor and economic sectors. It forms part of the Government’s reset of the water sector by establishing a new partnership between government, water companies, customers, investors, and all those who enjoy our waters and work to protect our environment.

Launching the review, Secretary of State Steve Reed said:

Our waterways are polluted and our water system urgently needs fixing.

That is why today we have launched a Water Commission to attract the investment we need to clean up our waterways and rebuild our broken water infrastructure.

The Commission’s findings will help shape new legislation to reform the water sector so it properly serves the interests of customers and the environment.

Water Commission Chair Sir Jon Cunliffe said:

I’m honoured to be appointed as chair of the government’s new Water Commission. It is vital we deliver a better system to attract stable investment and speed up the building of water infrastructure.

Working over many years in the public sector, in environment, transport and the Treasury, and the Bank of England, I have seen how the regulation of private firms can be fundamental to incentivising performance and innovation, securing resilience and delivering public policy objectives.

I am looking forward to working with experts from across the water sector, from environment and customer groups and investors, to help deliver a water sector that works successfully for both customers, investors and our natural environment.

Huw Irranca Davies, Wales’ Deputy First Minister with responsibility for Climate Change and Rural Affairs, added:

This vital review couldn’t come at a more urgent time for our water environment and water industry.

This shows the fresh approach of our two governments working together on an issue which affects us all as consumers, investors and as stewards of the natural world.

Both the Welsh and UK Governments are determined to improve water quality and the resilience of the water sector for future generations. We have clear priorities for reform and a shared sense of the work needed across both countries’ policy and regulatory regimes to make this change happen.

A set of recommendations will be delivered to the Defra Secretary of State, and Deputy First Minister and Cabinet Secretary for Climate Change and Rural Affairs next year. The UK Government and Welsh Government will then respond with the proposals they intend to take forward.

The objectives of the Commission are to recommend measures to ensure the regulatory system delivers:

Clear Vision: Establishing clear outcomes for the future and a long-term vision for delivering environmental, public health, customer, and economic outcomes.
Strategic Planning: Adopting a collaborative, strategic, catchment approach to managing water, tackling pollution and restoring nature.
Better Regulation: Rationalising and clarifying requirements for companies to secure better customer and environmental outcomes.
Empowered Regulators: Ensuring regulators are effective in holding water companies accountable, for example for illegal pollution.
Improved Delivery: Enhancing the sector’s ability to meet obligations, including clean rivers, lakes, and seas, while driving innovation.
Stable Framework: Ensuring a regulatory environment that attracts investment and supports financial resilience for water companies.
Consumer Protection: Safeguarding consumer interests and affordability through transparent and fair governance.
Resilient Infrastructure: Delivering and maintaining robust infrastructure on time, anticipating future needs and climate challenges.

The independent commission is the third stage of the government’s water strategy. In his first week in office, the Secretary of State secured an agreement from water companies and Ofwat to ringfence money for vital infrastructure upgrades so it cannot be diverted to shareholder payouts and bonus payments.

In just 70 days, the Government also introduced the Water (Special Measures) Bill, which sets out tough new measures to crack down on water companies failing their customers. This includes:

Bringing criminal charges against persistent lawbreakers, including imprisonment.
Strengthening regulation to ensure water bosses face personal criminal liability for lawbreaking.
Giving the water regulator new powers to ban the payment of bonuses if environmental standards are not met.
Boost accountability for water executives through a new ‘code of conduct’ for water companies, so customers can summon board members and hold executives to account.
Introduce new powers to bring automatic and severe fines.
Require water companies to install real-time monitors at every sewage outlet with data independently scrutinised by the water regulators.

In addition, the cost recovery powers of regulators will be expanded to ensure that water companies bear the cost of enforcement action taken in response to their failings. The Environment Agency will undertake a consultation on the implementation of these new powers.

Further quotes

Jon Phillips, Chief Executive of the Global Infrastructure Investor Association said:

The Secretary of State should be congratulated for acting swiftly to put in place this much needed review and reset of the water sector. No parties involved in the sector can be happy with the current arrangements, and that includes investors whose capital is vital to addressing current and future environmental challenges.

The government has heard loud and clear that the sector needs both a long-term plan and a regulatory framework that places greater emphasis on attracting investment. We look forward to the opportunity to support the Commission’s work and hope that its findings can be put into practice at the earliest opportunity.

Gail Davies-Walsh, CEO of Afonydd Cymru, said:

This independent review of Welsh and English water companies is very welcome news and something that we hope will ultimately result in a much needed boost for river health.

We would like to understand how long-term water company investment can be secured to deliver the environmental performance that we need.

Afonydd Cymru welcome the collaboration of Welsh Government and the UK Government on this matter, particularly given the current cross-border management issues that hinder river restoration efforts.

Richard Benwell, CEO of Wildlife and Countryside Link, said:

The water sector is a perfect example of where stronger, better enforced regulation can drive up investment and drive down pollution.

We welcome this significant review as the next step in Defra’s work to clean up our water environment. We’ll be looking for strong new rules that tie the industry into environmental investment and improve the way that money is spent in every river catchment to deliver quick, clean results for nature and communities.

Jamie Cook, CEO of Angling Trust, said:

The Angling Community has been calling for a root and branch review of Britain’s failing water sector, so we are pleased the Government has moved swiftly to set up an independent commission to deliver this.

However, there is inevitably going to be a difficult balancing act between economic, consumer and environmental priorities that this review will need to address. We are pleased the views of water users, like the two million anglers, are going to be a key part of this review.

The Angling Trust is committed to working with the commission to ensure the health of our rivers, lakes and seas remains front and centre of its work.

Mark Lloyd, CEO of Rivers Trust, said:

35 years after water privatisation, this review is long overdue, which makes it even more welcome. Our rivers have been flatlining for far too long, alongside the failure of our current systems to manage ageing infrastructure and population increase they face huge strategic challenges from climate change and biodiversity decline.

Incremental policy tweaks will not fix our water system, and the review must look beyond the water industry to include land and water management in both urban and rural areas. There needs to be much more focus on delivery of cost-effective solutions, through an integrated systems approach.

We will be keeping a close eye on the work of the commission to ensure it considers land use, nature, drought, flood and pollution in concert, because they are all intrinsically linked. We look forward to working closely with Sir Jon Cunliffe and his team on a new system.

Nicci Russell, CEO of Waterwise, said:

We welcome this review, its wide scope and the collaborative way the government is approaching it. We agree with the government that now is the time for a reset in the water sector – nothing happens without water, so access to water needs to be at the heart of everything the government does.

We will aim to put water efficiency at the heart of the Commission’s work, and look forward to working with Sir Jon and his team of experts to do this. The first objective in our Water Efficiency Strategy to 2030 is that governments and regulators show clear, visible leadership for water efficiency and reflect this in their policy and regulatory frameworks.

We are also delighted to see that Ministers are placing environmental and social outcomes as equally important to economic ones – because nothing happens without water. This is a great opportunity for the water sector to play a part in the Government’s mission of national renewal – not just in delivering a vital public service, but also in playing a proactive role to ensure a just society and a strong economy.

Joan Edwards, Director Policy and Public Affairs at The Wildlife Trusts, said:

This review comes not a moment too soon, given the precarious and polluted state of our waters, and the looming threat of future water shortages.

It’s crucial that regulation drives companies to invest in the solutions that can best deliver improvements for nature at the same time as limiting bill increases.

We look forward to supporting the Commission’s work by feeding in on the importance of a healthy environment and the changes needed to get us there.

Published 22 October 2024

MIL OSI United Kingdom –

MIL-OSI USA: Rep. Banks Calls on Biden Admin to Stop Withholding Weapons from Israel

Source: United States House of Representatives – Congressman Jim Banks (IN-03)

Following the death of Hamas terrorist leader and architect of the October 7^th, 2023 attack on Israel, Yahya Sinwar, Rep. Jim Banks (IN-03) sent a letter to Secretary of Defense Lloyd Austin and Secretary of State Anthony Blinken calling on the Biden administration to cease withholding the weapons that Israel needs to finish the fight against terrorists in Gaza and Lebanon. In the letter, Rep. Banks also condemns the Biden administration’s threatening Israeli officials with an arms embargo.

Excerpt from Rep. Banks’ letter: “Your administration’s attempts to tie Israel’s hands have instead prolonged the war and only achieved record numbers of fruitless diplomatic meetings.”

Find a copy of Rep. Banks’ letter to Secretaries Austin and Blinken here.

The full text of the letter is below:

Dear Secretary Blinken and Secretary Austin,

I write to urge the Biden-Harris administration to cease withholding the weapons that Israel needs to finish the fight against terrorists in Gaza and Lebanon and for you to retract the absurd letter that you sent to Israeli officials this week threatening to impose an arms embargo.

Now that the terror mastermind Yahya Sinwar has been killed in Rafah – a location which this administration spent months trying to prevent Israel from clearing of Hamas – it is vital that the United States provide our greatest ally in the region with what it needs to rescue the hostages and crush Hamas for good. As such, the Biden-Harris administration must immediately stop holding up arms shipments to Israel, including 2,000 lbs. bombs and other critical arms, on the false pretext that a ceasefire which leaves terrorist organizations such as Hamas intact will bring peace and return the hostages.

Your administration’s attempts to tie Israel’s hands have instead prolonged the war and only achieved record numbers of fruitless diplomatic meetings. With the death of Sinwar, Israel has brought a hostage deal closer by killing the greatest obstacle to a hostage deal. With the death of Hamas and Hezbollah leaders like Hassan Nasrallah, Israel is forcing the conditions for a lasting peace upon the greatest obstacles to peace. Your opposition to Israel’s strategy and unjustified belief that victory was impossible has delayed this moment but not stopped it.

The only path forward is to recognize the bankruptcy of your administration’s whole perspective on this conflict, retract your irrational letter threatening an arms embargo, and give Israel the weapons they need to end the threat of Hamas, Hezbollah, and their Iranian terrorist supporters. Despite your best efforts to the contrary, Israel is achieving peace through victory, on their terms and in America’s interests.

Thank you for your consideration of this important matter. I look forward to your response.

Sincerely,

Jim Banks

Member of Congress

MIL-OSI USA: Congressman Harris Announces Upcoming Military Service Academy Nomination Deadline

Source: United States House of Representatives – Congressman Andy Harris (MD-01)

Washington, D.C. – Today the office of Congressman Andy Harris, M.D., announced the upcoming deadline for high school students interested in pursuing a Congressional nomination to submit their application to attend one of the nation’s military service academies.

To be considered for a nomination, each applicant must submit a complete application before November 1, 2024. A complete application must include:

Online application
Three Letters of Recommendations: One letter should be written by your High School Principal or Guidance Counselor. Other letters may be written by teachers, coaches, scout masters, clergy or community leaders who can accurately comment and attest to your character, abilities and potential success at a Military Academy. Letters should be sealed and submitted with the application packet.
Official High School Transcript: Please include a copy of your Senior Class Schedule. Senior grades should be submitted as soon as they are available and will be accepted after the application deadline.
Photograph: 4×6 color photograph
Official SAT/ACT Scores: Scores must be sent directly to Congressman Harris’ Office by the testing service. The institution code for SAT scores is 5158 and the ACT scores code is 7443. You are encouraged to take the SAT or ACT exams “early and often” in order to improve your academic competitiveness. Academies will accept the highest scores in each academic area (superscore), regardless of testing date.

Any questions about this process can be emailed to MD01Academy@mail.house.gov. The subject line should read “[first name] [last name] Academy Application Process.”

For media inquiries, please contact Anna Adamian at Anna.A@mail.house.gov

MIL-OSI Australia: Export Market Development Grants open for applications soon

Source: Minister for Trade

The next round of the Australian Government’s Export Market Development Grants (EMDG) program will open for applications in early November.

The EMDG program has been helping Australian businesses go global for almost half a century.

Recent changes to the program will deliver larger grants to eligible businesses, helping them expand their markets, and export their goods around the world.

Applications will open on the following dates across the different grant categories:

Representative bodies, applications open 10am (AEDT) on 6 November.
Tier 1 – ready to export, applications open 10am (AEDT) on 12 November.
Tier 2 – exporting within existing markets, applications open 10am (AEDT) on 12 November.
Tier 3 – exporting to new key markets, applications open 10am (AEDT) on 12 November.

Austrade will issue grant agreements to successful applicants for up to 2 years for planned eligible expenditure in 2025-26 and 2026-27, with over $100 million available in each financial year. Austrade will close applications in each tier once the funding is allocated.

As this is the first time the new guidelines are in place for a round, I encourage businesses and representative bodies to prepare to apply well in advance and have their digital identity ready.

There are a range of resources available to help businesses get ready to apply. The Grant Guidelines and other program resources are available on the Austrade website to help you understand program eligibility for each tier, and how to apply.

New to export businesses that wish to apply in Tier 1 can complete a free export readiness test and/or Austrade-recognised export training courses available in the Australian Government’s Go Global Toolkit.

On October 30th and 31st, Austrade will host public webinars to demonstrate how to complete and submit an application online. These webinars are tailored to each of the specific tiers.

Register to attend at: Export Market Development Grants (EMDG) webinars – how to submit your online application.

Questions about the program can also be directed to EMDG.help@austrade.gov.au.

MIL OSI News –

MIL-OSI New Zealand: Arrest made involving funeral home investigation

Source: New Zealand Police (National News)

Police investigating concerns around burials at Waikumete Cemetery have made an arrest.

Auckland’s Criminal Investigation Branch has been investigating the matter since the beginning of August 2024.

Detective Inspector Glenn Baldwin, of Auckland City CIB, says a 48-year-old woman was taken into custody yesterday.

“The woman was arrested in Favona and has since been charged with misconduct in respect of human remains and nine counts of obtaining by deception.

“She is scheduled to appear in the Auckland District Court on Friday 25 October.”

Detective Inspector Baldwin says the arrest is a significant development in the investigation, which is continuing.

“We cannot rule out further charges and hope this arrest brings some reassurance to those affected by this woman’s offending.”

As the matter is now before the court, Police are limited in providing further comment.

ENDS.

Tony Wright/NZ Police

MIL OSI New Zealand News –

MIL-OSI USA: NASA Awards Custodial, Refuse Collection Contract

Source: NASA

NASA has selected All Native Synergies Company of Winnebego, Nebraska, to provide custodial and refuse collection services at the agency’s Marshall Space Flight Center in Huntsville, Alabama.
The Custodial and Refuse Collection Services III contract is a firm-fixed-price contract with an indefinite-delivery/indefinite-quantity provision. Its maximum potential value is approximately $33.5 million. The performance period begins Wednesday, Oct. 23, and will extend four and a half years, with a one-year base period, four one-year options, and a six-month extension.
This critical service contract provides custodial and refuse collection services for all Marshall facilities. Work under the contract includes floor maintenance, including elevators; trash removal; cleaning drinking fountains and restrooms; sweeping, mopping, and cleaning building entrances and stairways.
For information about NASA and other agency programs, visit:
http://www.nasa.gov
Abbey DonaldsonHeadquarters, Washington 202-913-2184abbey.a.donaldson@nasa.gov
Molly PorterMarshall Space Flight Center, Huntsville, Ala.256-424-5158molly.a.porter@nasa.gov

MIL-OSI USA: AG Ferguson: Washington successfully defends ban on the sale and distribution of DIY rape kits

Source: Washington State News

Leda Health’s over-the-counter rape kits gather evidence that is rarely, if ever, admissible in court

TACOMA — A federal judge upheld Washington’s ban on selling and distributing over-the-counter sexual assault kits today, dismissing a lawsuit brought by a Pennsylvania company that sells the self-administered kits for profit.

House Bill 1564, signed into law in 2023, prohibits the sale and distribution of self-administered sexual assault kits. The Legislature found that “at-home sexual assault test kits create false expectations and harm the potential for successful investigations and prosecutions. The sale of over-the-counter sexual assault kits may prevent survivors from receiving accurate information about their options and reporting processes; from obtaining access to appropriate and timely medical treatment and follow up; and from connecting to their community and other vital resources.”

Sexual assault kits are used as part of a forensic examination, conducted by a trained medical professional, to gather evidence from survivors of sexual assault to be used in subsequent investigations and prosecutions. Washingtonians can receive free sexual assault kits from hospitals and other medical providers. These kits are admissible in court. Individuals can search for a local medical provider that provides free sexual assault exams here: https://depts.washington.edu/uwhatc/ch/sexual-assault-medical-exams-providers.html

Leda Health sells “early evidence kits” in other states. Leda marketed and distributed its self-collection sexual assault kits in Washington prior to a cease-and-desist letter from the Attorney General’s Office and the passage of the new law.

Law enforcement and prosecutors rely on these professionally administered exams to protect the integrity of those investigations and prosecutions. Evidence collected using over-the-counter rape kits outside a hospital setting are rarely, if ever, admissible in court.

Leda challenged Washington’s ban, claiming the new state law violates the First Amendment and due process. Attorney General Bob Ferguson defended the law, and yesterday, U.S. District Court Chief Judge David G. Estudillo granted Ferguson’s motion to dismiss the lawsuit and denied Leda’s motion to block the law.

“This is a legal victory for sexual assault survivors,” Ferguson said. “By an overwhelming bipartisan vote, the Legislature adopted this state law that prevents companies from exploiting sexual assault survivors. Survivors should know that they are not alone — critical services to help them seek justice are available from trained medical professionals, at no cost.”

Washington’s law protects victims from misleading marketing from companies like Leda, which wrongfully claim their self-administered kits are a viable alternative to the kits done in a hospital setting.

Banning “at-home” sexual assault kits

House Bill 1564 went into effect in July 2023, after garnering overwhelming, bipartisan support from the state Legislature.

The law prohibits the sale and distribution of sexual assault kits that are marketed or presented to collect “evidence” at-home or over-the-counter by anyone other than law enforcement or a health care provider.

Self-administered kits have multiple important differences from an exam conducted by a Sexual Assault Nurse Examiner. These professionals receive specialized training including:

Providing comprehensive care to sexual assault survivors, including prevention treatment for STIs and follow-up care,
Collecting evidence in a way that avoids cross-contamination,
Storing evidence to avoid contamination or spoliation, and
Maintaining a chain of custody for the evidence.

Consequently, evidence kits collected from these exams are accepted by the Washington State Crime Lab and routinely admitted as evidence by Washington courts.

In contrast, self-administered kits face numerous barriers to admission as evidence, including concerns about cross-contamination, spoliation, validity, and chain of custody.

Importantly, self-administered kits are not eligible for submission to the Crime Lab, and therefore any DNA collected would not be entered into CODIS, a national DNA profile database that national, state and local law enforcement use to identify repeat offenders, build leads, and track evidence.

Survivors have the right to have an advocate or personal representative with them during an exam. Survivors do not have to make a decision about talking to law enforcement or reporting a crime in order to obtain a SANE exam. State law requires unreported sexual assault kits be transported to local law enforcement and stored for 20 years from the date of collection. Timely forensic examinations by a trained provider represent the best chance to preserve evidence if a survivor chooses to move forward with reporting the assault and criminal investigation.

Ferguson’s Survivor Justice Unit

Ferguson’s Survivor Justice Unit, formerly the Sexual Assault Kit Initiative, is part of a coordinated, statewide effort to test every single backlogged sexual assault kit in the state.

In October 2023, Ferguson announced the state had effectively cleared Washington’s backlog of sexual assault kits.

In addition to this project, the unit:

Assists local law enforcement to investigate sexually motivated homicides. The SJU is currently assisting with two cold sexually motivated homicides: one in King County and one in Port Orchard.
Helps solve cold cases by assisting with genetic forensic genealogy and other advanced DNA testing. A response that is commonly received from such agencies is that they do not have the resources and or personnel available to delve into cold cases to determine whether such testing would be appropriate. For example, in August, AGO-funded forensic genetic genealogy testing helped Kent police narrow the list of suspects and make an arrest in the 44-year-old murder of Dorothy “Dottie” Silzel. Kenneth Duane Kundert, 65, was arrested in Arkansas on Aug. 20 after DNA on a cigarette butt Kundert discarded matched the profile of the suspect in the crime.
Stands up for survivors by following up on cold cases from backlogged sexual assault kits. The SJU uses available data to track sexual assault cases and identify serial sex offenders.

The SJU has helped solve dozens of cold case sexual assaults and homicides.

Ferguson requests $534,000 for the upcoming biennium to support the ongoing work of this new unit.

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Washington’s Attorney General serves the people and the state of Washington. As the state’s largest law firm, the Attorney General’s Office provides legal representation to every state agency, board, and commission in Washington. Additionally, the Office serves the people directly by enforcing consumer protection, civil rights, and environmental protection laws. The Office also prosecutes elder abuse, Medicaid fraud, and handles sexually violent predator cases in 38 of Washington’s 39 counties. Visit http://www.atg.wa.gov to learn more.

Media Contact:

Brionna Aho, Communications Director, (360) 753-2727; Brionna.aho@atg.wa.gov

General contacts: Click here

MIL-OSI USA: Senate Advancing Forest Innovation in Georgia Study Committee to Hold Third Meeting

Source: US State of Georgia

ATLANTA (October 22, 2024) — On Tuesday, October 29^th,2024, at 11:00 a.m., the Senate Advancing Forest Innovation in Georgia Study Committee, chaired by President Pro Tempore John F. Kennedy (R–Macon), will hold its third hearing.

EVENT DETAILS:

Date: Tuesday, October 29, 2024
Time: 11:00 a.m.
Location: Delta Airlines Headquarters – 1030 Delta Blvd, Hapeville, GA 30354
This event is open to the public and will be live-streamed on the Georgia General Assembly website here. Please note that there is a link to RSVP to the meeting pursuant to Delta’s security policies. We ask that all guests and staff planning to attend fill out this attendance questionnaire and bring a Photo ID to the meeting.

ABOUT THE MEETING:

The Senate Advancing Forest Innovation in Georgia Study Committee examines how public policy can encourage investment in facilities that create sustainable manufacturing components, practices, and energy derived from Georgia-grown products.

MEDIA OPPORTUNITIES:

We kindly request that members of the media confirm their attendance in advance by contacting Jantz Womack at SenatePressInquiries@senate.ga.gov.

# # # #

Sen. John F. Kennedy serves as the President Pro Tempore of the Georgia State Senate. He represents the 18^th Senate District which includes Upson, Monroe, Peach, Crawford, as well as portions of Bibb and Houston County. He may be reached at 404.656.6578 or by email at john.kennedy@senate.ga.gov.

MIL-OSI United Nations: Note to Correspondents: Joint communiqué of the 8th AU-UN Annual Conference

Source: United Nations secretary general

1. On 21 October 2024, the African Union Commission Chairperson, Moussa Faki Mahamat and the United Nations Secretary-General António Guterres convened the Eighth African Union-United Nations Annual Conference in Addis Ababa, Ethiopia. They noted with deep concern the current state of peace and security globally, including armed conflicts and humanitarian crises, and in some cases profound disregard for international law and the shared principles of the two organizations.

2. The Chairperson and the Secretary-General reviewed progress in the implementation of the “Joint UN-AU Framework for Enhanced Partnership in Peace and Security,” the “AU-UN Framework for the Implementation of Agenda 2063 and the 2030 Agenda for Sustainable Development,” and the “AU-UN Joint Framework on Human Rights.” They welcomed the progress made in the implementation of the three joint frameworks.

3. The Chairperson and the Secretary-General welcomed the convening of the HighLevel Strategic Dialogue on Sustainable Development co-chaired by the Deputy Secretary-General of the United Nations and the Deputy Chairperson of the African Union Commission, which seeks to advance strategic coordination and alignment within the context of the African Union-United Nations Framework for the Implementation of Agenda 2063 and the 2030 Agenda for Sustainable Development. They reiterated their commitment to deliver socio-economic development and prosperity in line with the AU Agenda 2063 and UN 2030 Agenda. They welcomed the formulation of the Second Ten-Year Implementation Plan of Agenda 2063 and emphasized the need for the timely and effective implementation of the Plan, as well as a stronger working relationship between the AU and the UN at the continental, regional and national level in its realization towards Africa’s accelerated socio-economic transformation and development. In this regard, they saluted the decision of the AU-UN High-level Strategic Dialogue to engage the African Women Leaders Network to support the mainstreaming of gender throughout the AU-UN strategic coordination process. The Chairperson and the Secretary-General welcomed the progress made, and called for the full operationalization of mechanisms of the five thematic ‘college–to–college’ formations.

4. The Chairperson and the Secretary-General noted their concern that the absence of fiscal space in African countries to invest in sustainable development continues to undermine progress in the implementation of Agenda 2063 and the 2030 Agenda and called on Member States to approach the 4th International Conference on Financing for Development with the level of ambition needed to achieve transformative results. They reaffirmed the commitment of the African Union and the United Nations to jointly advocate for urgent measures to generate fiscal space, such as the SDG Stimulus and the reform of the international financial architecture. They reaffirmed the readiness of the two organizations to jointly support African Member States in strengthening their domestic resource mobilization systems to ensure the long-term sustainability of financing for development, including the Global Africa Business Initiative (GABI) convened by the UN Global Compact in collaboration with UN partner agencies.

5. The Annual Conference welcomed the African Union’s membership of the G20 and the commitment of the United Nations to work with and support the African Union in ensuring that Africa’s needs, interests and priorities are well articulated and take the center-stage in the processes, agenda, deliberations and outcomes of the G20 meetings.

6. The Chairperson and the Secretary-General welcomed the adoption by the United Nations General Assembly of the Pact for the Future, the Global Digital Compact and the Declaration on Future Generations on 22 September, noting that they open pathways to new possibilities and opportunities towards a more effective, inclusive, networked multilateral system that is better equipped to effectively respond to today’s and tomorrow’s political, economic, environmental and technological challenges. They called for urgent and concerted action to implement all agreed commitments.

7. The Annual Conference underscored the primacy of political solutions and the need to strengthen the capacities of both organizations in preventive diplomacy and mediation. The Annual Conference emphasized the imperative to prioritize good offices missions, and further strengthen collaboration between Africa Union and United Nations Special Representatives and Envoys deployed in various parts of the continent.

8. The Annual Conference welcomed the ongoing initiatives in promoting the Women Peace and Security and the Youth Peace and Security agendas, as well as protection of children in conflict situations. They reiterated the importance of consolidating and building on the gains made in promoting inclusive political processes through effective engagement and participation of women and the youth in peace processes at the technical, operational, decision-making and policymaking levels.

9. The Chairperson and the Secretary-General welcomed the ongoing elaboration of the Common African Position on Climate, Peace and Security, which would represent not only a global precedent, but also an important step for mitigation and adaptation strategies on the continent. They underscored the importance of the Common African Position both as a means of underscoring the effects of climate change on Africa’s peace, security, and development efforts, and as a means to strengthen Africa’s calls for support in its sustainable development and for equity in the name of climate justice. In particular, the Annual Conference highlighted the risks posed by the aggravating water crisis across the continent, and called for greater collaboration between the AU and the UN to overcome the crisis. The Annual Conference also looked forward to the outcome of the Ninth Session of the Africa Regional Platform and the High-Level Meeting on Disaster Risk Reduction, scheduled for the 21-24 October in Namibia, and in this context called for the accelerated development of early warning systems, to attain the goal of universal coverage by 2027.

10.The Chairperson and the Secretary-General welcomed the adoption of United Nations Security Council resolution 2719 (2023) which represents a significant milestone toward ensuring adequate, predictable and sustainable funding for African Union-led peace support operations. They further recognized that the resolution provides opportunities to strengthen the partnership between the two organizations in peace and security under Chapter VIII of the Charter of the United Nations, whilst ensuring that peace operations in general adapt to present day realities. The Annual Conference endorsed the joint AU-UN roadmap on the operationalization of resolution 2719 (2023). The Annual Conference reaffirmed the preservation of the comparative advantages and complementarity of the African Union and the United Nations, based on their respective mandates, principles and shared objectives. It underscored the importance of the implementation of the resolution, whilst maintaining an integrated approach in addressing conflict situations comprehensively, by ensuring that capacities, systems, procedures and processes, as well as joint accountability and institutional readiness continue to be strengthened for the delivery and sustainment of African Union-led peace support operations deployed under resolution 2719 (2023).

11.The Annual Conference expressed grave concern about the stalled political transition processes in Burkina Faso, Gabon, Guinea, Mali, Niger and Sudan, and called for the timely and peaceful return to constitutional order in these countries. The Annual Conference also noted with concern the heightened instability and insecurity, as well as the shrinking civic space in the affected States. The Annual Conference recognized the importance of dialogue and collaboration between affected States and sub-regional, continental, and global organizations in addressing the political, peace, security, development and human rights challenges.

12.The Chairperson and the Secretary-General considered the final report of the High-Level Independent Panel on Security and Development in the Sahel presented by the Chair of the Panel, former President of the Republic of Niger Mahamadou Issoufou, and agreed to jointly take forward key recommendations through their respective organs and institutional mechanisms. The Annual Conference reaffirmed the commitment of the African Union and the United Nations to enhance their support in advancing democratic transitions in West Africa and the Sahel, working closely with the Economic Community of West African States (ECOWAS).

13.On Libya, the Annual Conference welcomed efforts by the United Nations to foster inclusive political dialogue, including recent progress on the governance of the Central Bank. It took note of the persistent political stalemate and entrenched divisions in Libya, which continue to pose challenges for efforts to reunite the country and organize credible presidential and parliamentary elections to put in place unified, representative and legitimate Libyan institutions. The Annual Conference stressed that Libya’s sustainable peace and stability will only be realized through inclusive processes that will bring about legitimate governance and institutions; and in that regard, collective efforts, including of neighbors and international partners, must focus on supporting and encouraging the main Libyan leaders to take ownership of the political process, set aside personal interests and strive to reach political consensus in support for national reconciliation and the conduct of elections without further delays. The Conference expresses full support for the continued engagement of the African Union to promote national reconciliation through the adoption of the Charter on National Reconciliation.

14.The Annual Conference observed that geopolitical dynamics in the Horn of Africa are becoming increasingly fragile and therefore noted the need for ever more coordinated preventive action and messaging by both organizations and partners on de-escalation and constructive engagement. On Somalia, the Annual Conference reiterated their close collaboration, including on the implementation of Security Council resolution 2748 (2024) to finalize the mission implementation plan for the PSC endorsed African Union Stabilization and Support Mission in Somalia. It also reaffirmed the importance of sustained and full implementation of the Cessation of Hostilities Agreement in Tigray, Ethiopia. On South Sudan, the Annual Conference agreed to enhance coordination of regional and international support for the process led by the Intergovernmental Authority on Development and called on the Transitional Government to sustain momentum in discussions on an agreed updated roadmap and timeline and advance the implementation of the Revitalized Agreement. On Sudan, the Annual Conference expressed grave concerned about the further escalation of fighting between the Sudanese Armed Forces and the Rapid Support Forces. They urged the parties to immediately engage in genuine dialogue to reach a permanent ceasefire, while stressing that the protection of civilians should be guaranteed at all times and unhindered and sustained humanitarian access should be ensured. The African Union and the United Nations strongly condemned external interference in Sudan and urged these actors to stop the flow of arms in Sudan, which continues to fuel the conflict. They welcomed the efforts spearheaded by the African Union and the Intergovernmental Authority on Development to support the transition to a fully democratic government that fulfils the aspirations of the Sudanese people. The Annual Conference also encouraged the good offices of the Personal Envoy of the Secretary-General on Sudan and AU High-Level Panel on Sudan and called for strengthened diplomatic push underpinned by the coordination and complementarity of initiatives. They welcomed the establishment of the PSC Presidential Ad Hoc Committee on Sudan, and reaffirmed their commitment to support the Committee in executing its mandate.

15.On the Great Lakes region, the Annual Conference welcomed the 4 August ceasefire between the Democratic Republic of the Congo (DRC) and Rwanda, which has contributed to a reduction in hostilities in the North Kivu province of the DRC, while expressing concern about the humanitarian situation in North Kivu and Ituri, where armed groups activities continue to affect civilians and impede activities of humanitarian workers. The Annual Conference commended African Union mediator President João Lourenço of Angola for his steadfast efforts through the Luanda process, and the efforts deployed under the auspices of the East African Community (EAC) and the Southern African Development Community (SADC), including the deployment of the SADC Mission in the Democratic Republic of the Congo (SAMIDRC), aimed at restoring peace and security in the eastern Democratic Republic of the Congo. The Annual Conference stressed that attaining sustainable peace calls for addressing the root causes, including through full implementation of the Peace, Security and Cooperation Framework for the Democratic Republic of the Congo and the region, and in that regard, called for enhanced coordination of regional peace initiatives, including through the Quadripartite Process facilitated by the African Union.

16.The Annual Conference took note of the expiry of the terms of office of the African Union Commission Chairperson, Deputy Chairperson and Commissioners in early 2025. The Secretary-General took the opportunity to commend the African Union Commission leadership for the commitment and support to the partnership during their terms of office. He paid special tribute to Chairperson Moussa Faki Mahamat for his leadership of the African Union Commission over the last eight years.

17.The Chairperson and Secretary-General agreed to convene the Ninth African Union – United Nations Annual Conference in 2025 in New York at a mutually convenient date.

MIL OSI United Nations News –

MIL-OSI New Zealand: Significant environmental offences deliver hefty fine for contractor

Source: Auckland Council

In a reserved decision handed down in the Auckland District Court last Friday (18 October), contractor Prameet Sharma was fined $144,500 and ordered $11,575 in reparations for extensive violations of the Resource Management Act (RMA), involving illegal earthworks and environmental contamination at his Drury property at Judge Richardson Drive, Drury.

Sharma was convicted on three charges, including breaching an abatement notice, depositing contaminated fill, and conducting unauthorised earthworks exceeding legal limits.

The fine is the largest handed down to an individual in recent years for breaches of the RMA.

Serious environmental harm

Judge Semple, referencing a report that found hazardous materials including asbestos, arsenic, and lead in the fill deposited by Sharma, described the environmental harm as significant and long-lasting, and the effects of the offending on the environment as serious.

“Even once remediated, the site will remain a HAIL (Hazardous Activities and Industries List) site with ‘no build’ areas, which is a significant consequence of Mr Sharma’s actions.”

The court heard that between 2015 and 2022, Sharma allowed illegal earthworks on his property, depositing over 33,900 cubic metres of contaminated fill, far exceeding the permitted consented limit of 5,000 cubic metres.

The fill, which included asbestos and other harmful materials, was found to have travelled onto neighbouring properties, causing land instability and damaging ecosystems.

Reckless and prolonged breach

Judge Semple emphasised Sharma’s culpability, noting he ignored repeated warnings and enforcement actions from Auckland Council.

“Mr. Sharma was alerted to issues with the volume and placement of fill as early as 2015.

“Despite receiving abatement and infringement notices, Mr Sharma continued illegal activity. His disregard for the legal process and expert advice resulted in long-term environmental damage.”

The judge rejected claims Sharma was merely trying to resolve issues arising from the council’s changing parameters.

“I find limited evidence to support this assertion,” said Judge Semple. She noted Sharma refused to comply with council directives and acted with a high level of culpability. “Mr Sharma chose to continue undertaking earthworks in breach of his consent.”

Public deterrence

Auckland Council’s Team Leader Investigations David Pawson was happy with the outcome.

“The court ruling marks a strong stance in upholding the integrity of environmental laws and sends a clear message to the public regarding the consequences of non-compliance.

“The decision highlights the importance of holding an offender accountable to prevent similar violations in the future.”

Failure to remediate

The court ruled out a discharge without conviction, finding the seriousness of the offences and their ongoing impacts warranted a significant penalty.

While the court acknowledged enforcement orders were issued to Sharma in 2024, Judge Semple noted no remediation had taken place despite these orders and refused to grant credit for remediation work, stating that returning the land to a compliant state is the bare minimum requirement.

Final orders

In addition to the $144,500 fine, Mr Sharma has been ordered to pay $11,575 in reparations to his neighbour, whose property was damaged due to the migration of contaminated fill.

MIL OSI New Zealand News –

MIL-OSI Australia: Supporting community-led action to protect Aboriginal and Torres Strait Islander children

Source: Ministers for Social Services

23 October 2024

The Albanese Labor Government is investing $10.89 million for nine Aboriginal and Torres Strait Islander Community-Controlled Organisations to support campaigns and services that help children to develop healthy relationships to prevent gender-based violence before it starts.

This investment is a key initiative under the Aboriginal and Torres Strait Islander Action Plan 2023-2025, which was launched by all Australian governments in August last year.

Minister for Social Services Amanda Rishworth will today visit the Victorian Aboriginal Child and Community Agency (VACCA) in Melbourne to learn more about its Deadly Kids project, which will benefit under this investment.

“Our investment in projects like Deadly Kids recognises the importance of community-led action to prevent violence in First Nations communities,” Minster Rishworth said.

“This project is one of nine which we are funding across the country. Together, the successful organisations will deliver a range of prevention programs and campaigns that promote healthy relationships from an early age.

“By working together with Aboriginal Community-Controlled Organisations and communities, we can work towards addressing – and ultimately ending – the disproportionate impact of gender-based violence for Aboriginal and Torres Strait Islander peoples.”

The Deadly Kids project will develop a train-the-trainer package promoting healthy respectful relationships and deliver it to youth groups of Aboriginal and Torres Strait Islander children aged 8-12 years across the six regions VACCA supports. This includes Northern Metropolitan, Southern Metropolitan, Eastern Metropolitan, Western Metropolitan, Inner Gippsland and Ovens Murray.

The training will help children to recognise signs of healthy and unhealthy relationships, helping to prevent family violence from happening as they move into their adolescent years and start forming their first intimate partner relationships.

This initiative will also help progress Target 13 under the National Agreement on Closing the Gap 2020-2030, which aims to reduce all forms of violence against Aboriginal and Torres Strait Islander women and children by at least 50 per cent by 2031.

More information on The National Plan to End Violence against Women and Children 2022-2032 is available on the Department of Social Services website.

This grant funding is a key initiative of the Aboriginal and Torres Strait Islander Action Plan.

If you or someone you know is experiencing, or at risk of experiencing, domestic, family or sexual violence, call 1800 737 732, text 0458 737 732 or visit http://www.1800RESPECT.org.au for online chat and video call services.

If you are concerned about your behaviour or use of violence, you can contact the Men’s Referral Service on 1300 766 491 or visit http://www.ntv.org.au.

Feeling worried or no good? No shame, no judgement, safe place to yarn. Speak to a 13YARN Crisis Support Worker on 13 92 76. This service is available 24 hours a day, 7 days a week.

MIL OSI News –

MIL-OSI USA: Workshop to Offer Guidance on How to Open Business Claims for the Hermit’s Peak/Calf Canyon Fire

Source: US Federal Emergency Management Agency

Headline: Workshop to Offer Guidance on How to Open Business Claims for the Hermit’s Peak/Calf Canyon Fire

Workshop to Offer Guidance on How to Open Business Claims for the Hermit’s Peak/Calf Canyon Fire

SANTA FE, NM – Business owners impacted by the Hermit’s Peak/Calf Canyon Fire and subsequent flooding can receive tips at an Oct. 23 workshop on how to open a claim, learn more about what qualifies for compensation and begin the claims process on the spot. The Advocate team at the Hermit’s Peak/Calf Canyon Claims Office is partnering with the Las Vegas Chamber of Commerce and the U.S. Small Business Administration to offer guidance to affected businesses on the best way to start a claim before the Dec. 20, 2024, deadline. The workshop will be 2 p.m. – 7 p.m., Oct. 23 at Highlands University’s Student Union Building, third floor, in Las Vegas, N.M. There will be information booths and presentations on what’s required for businesses to receive compensation and what resources are available to impacted businesses. To-date the Claims Office has paid more than $214 million to business owners and is bringing the Claims Office’s business team to the community to continue to share vital information to owners as they navigate the claims process. Claims Office business team members will be onsite to assist those who want to file a Notice of Loss (NOL), which is the first step in starting a claim.“Businesses are the backbone of communities and provide jobs and essential services, which is why the Advocate Team is committed to helping eligible businesses start their claims before the deadline,” said Paula Gutierrez, the Claims Office Advocate Branch Chief. “This workshop is one way to maximize the resources that are available to business owners to address their needs, as they navigate the claims process before the Dec. 20, 2024, deadline.”Business owners who aim to submit an NOL at the workshop should bring the following: Tax returns and profit/loss statements for 2021 and 2022Articles of incorporation or organizationCompleted W-9Copy of the IRS letter with your name and Employer Identification NumberInventory and equipment list before and after the fire and flooding. Photos of damaged propertyA document showing estimated cost of damage or losses; that could be an invoice, receipt or purchase order of repairs and costs to replace equipment and inventory. The workshop will offer instruction on business impacts that qualify for compensation, such as increased costs, temporary interruption or closure, loss of natural resources, canceled contracts and staff who were paid after operations shut down. Representatives from the Small Business Administration New Mexico District Office, the New Mexico Minority Business Development Agency, New Mexico Small Business Assistance Program (Los Alamos National Laboratory), New Mexico Occupational Health & Safety Bureau and the City of Las Vegas Community Development Department will be onsite to share resources and answer questions.The Claims Office is committed to meeting the needs of people impacted by the fire and subsequent flooding by providing full compensation available under the law as expeditiously as possible. So far, it has paid more than $1.4 billion to claimants. As we continue to approach the Dec. 20, 2024, deadline, we continue to observe an increase in claim submissions, that may result in temporary longer wait times that often prevent same-day issuance of Letters of Determination for claims. We are actively working to reduce wait times and shorten processing times of claims. Claims Office compensation is not taxable. Receiving payment from the Claims Office will not affect eligibility for government assistance programs. Contact a tax professional for specific tax-related questions. Questions and concerns can also be addressed by calling your claim navigator or the Helpline at 505-995-7133.For information and updates regarding the Claims Office, please visit the Hermit’s Peak/Calf Canyon Claims Office website at fema.gov/hermits-peak. For information in Spanish, visit fema.gov/es/hermits-peak. You can also follow our Facebook page and turn notifications on to stay up to date about the claims process, upcoming deadlines and other program announcements at facebook.com/HermitsPeakCalfCanyonClaimsOffice.
erika.suzuki
Tue, 10/22/2024 – 20:37

MIL-OSI USA: Governor Polis, USDOT Deputy Secretary Trottenberg, CDOT and Local Agencies Celebrate Opening of I-25 Mobility Hubs

Source: US State of Colorado

LOVELAND — Today, Governor Jared Polis, U.S. Department of Transportation Deputy Secretary Polly Trottenberg, Colorado Department of Transportation Executive Director Shoshana Lew, and local partners celebrated the opening of three new mobility hubs along Interstate 25, between Longmont and Loveland. These new mobility hubs enhance transportation options along the busy I-25 corridor by connecting Coloradans and communities, reducing traffic and congestion, and protecting our air.

“Expanding and improving transportation options for Coloradans helps us reduce traffic, reach our climate, air quality, and housing goals all while saving people time and money. Today, as we open these three mobility hubs, we begin a new era of transportation along I-25 where Coloradans have more options to get where they need to go safely, conveniently, and affordably,” said Governor Polis.

These three new mobility hubs will strengthen the future of transit and general traffic safety on I-25 while connecting northern Coloradans with the rest of the state, improving rider experience, and saving riders time.

“The U.S. Department of Transportation is proud to invest in Colorado’s new mobility hubs on Interstate 25 that improve access, mobility and give people more options to safely travel between communities in Northern Colorado and downtown Denver,” said U.S. Transportation Deputy Secretary Polly Trottenberg. “The I-25 North Corridor is the backbone of the Front Range, and as Colorado continues to grow, it is critical that we continue to expand transportation options like bus transit to serve the needs of all Coloradans.”

The hubs were designed with safety and operational efficiency, with a center-loading area for passengers between the northbound and southbound lanes at the Berthoud and Centerra Loveland hubs.

“This infrastructure allows transit trips in Northern Colorado to be more convenient, efficient and comfortable. Along with better access to Bustang’s North Line, our network of I-25 mobility hubs is encouraging transit-oriented development that will give local residents new and better travel options, as well as better access to all that Northern Colorado has to offer,” said CDOT Executive Director Shoshana Lew.

The mobility hubs offer affordable, reliable, and relaxing transportation choices to move people safely between downtown Denver and Fort Collins, providing a catalyst for more housing Coloradans can afford and connecting more people to other cities and towns, employment centers, and entertainment and cultural facilities. The Berthoud and Centerra Loveland mobility hubs were constructed as part of the I-25 North Express Lanes Project, Berthoud to Fort Collins. Roadway and Express Lanes construction between Colorado State Highway 56 and Prospect Road reached substantial completion in December 2023. With the opening of the mobility hubs, this section of the I-25 North corridor will provide a truly efficient, multimodal and safe transportation connection for northern Coloradans and anyone passing through the I-25 North corridor.

“As the City of Loveland Mayor Pro Tem, a resident, and the current chair of the North Front Range Metropolitan Planning Organization (NFRMPO) I am extremely pleased to see the Centerra-Loveland Mobility Hub completed. I’ve watched it being constructed over the past couple of years and can say everyone should be very proud of the outcome,” said Jon Mallo. “I think the biggest plus for Loveland’s residents is how much more convenient and faster it will be to get back and forth to Denver. All of my kids and grandchildren live in the Denver area and I use Bustang exclusively for visits and ballgames.”

“After nearly a decade in the making, the new Centerra-Loveland Station and Kendall Parkway connection not only ensures commuters have access to more transit options but also helps to reduce congestion and contribute to more sustainable transit for Northern Colorado,” said the President of the Centerra Metro District, Kim Perry. “We’re proud to partner with CDOT to bring these innovative transit solutions to our residents, providing opportunities to save time, reduce emissions, and improve traffic safety.”

Work on the next segment of the I-25 North Express Lanes Project, Mead to Berthoud, kicked off in May 2024 and will continue through 2028. As construction continues, remember to account for travel delays, obey posted speed limits and never drive distracted. With the mobility hubs complete, now is a great time to take advantage of Bustang and other regional public transportation services to make navigating construction a bit easier.

About the I-25 North Mobility Hubs

CDOT has proactively recognized and planned for the rapid population increase occurring in northern Colorado and has committed to provide multimodal choices in the form of Express Lanes, mobility hubs and carpool lots, to reduce congestion and greenhouse gasses along the I-25 corridor. As part of the 26-mile long operational and safety improvement projects recently completed, three hubs were constructed at Firestone-Longmont (CO 119), Berthoud (CO 56) and Centerra Loveland (off new Kendall Parkway, north of the US 34 interchange), completing the build out of the hub network in Northern Colorado.

Left to Right: Chris Boespflug, (I-25 Project manager), Kim Perry, McWhinney, Gov, Polly, SL, Heather, Andy Wilson (FHWA CO Division Deputy Director), Transportation Commissioner Karen Stuart

Governor Polis Speaking at Grand Opening of I-25 Mobility Hub in Loveland

U.S. Department of Transportation Deputy Secretary Polly Trottenberg Speaking at I-25 Mobility Hub

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MIL-OSI USA: Saving Coloradans Money on Health Care: Governor Polis and Lt. Governor Primavera Launch Colorado Hospital Price Finder New tools add more transparency in health care

Source: US State of Colorado

DENVER – Today, Governor Polis, Lt. Governor Primavera, and PatientRightsAdvocate.org (PRA) launched the Colorado Hospital Price Finder, a tool from a non-profit powered by information made available under HB22-1285, a law signed by Governor Polis to connect Coloradans with services, increase price transparency, and save people money on health care. This tool compliments the state-generated price transparency initiative Governor Polis and the Department of Health Care Policy and Financing announced earlier this year, empowering Coloradans with the information they need about the cost of care.

“Saving Coloradans money on health care is a top priority and I am excited to help launch this new and free Colorado Hospital Price Finder to make healthcare pricing more competitive and save people money on healthcare. I am excited to see more of these tools online because the more transparency the better for all of us. We will continue to ensure Colorado’s competitive health care market provides high-quality care to everyone at lower costs and provide more clarity on the true cost of health care,” said Governor Polis.

The Polis-Primavera Administration in partnership with the legislature has passed landmark bipartisan laws that build off of federal standards to improve hospital price transparency and lower health care costs for hardworking Coloradans.

“For far too long there has been a veil of secrecy and confusion that has made it hard for payers, whether that’s employers, municipalities, school districts, and other purchasers of health care, to negotiate lower prices with hospitals. This tool breaks down barriers, and helps purchasers and policymakers access the information they need to lower costs for consumers,” said Lt. Governor Primavera. Lt. Governor Primavera leads the Office of Saving People Money on Health Care.

HB22-1285 – Prohibiting Collection Hospital Not Disclosing Prices, sponsored by Representatives Patrick Neville and Daneya Esgar, and Senators Dominick Moreno and John Cooke, prohibited hospitals from taking debt collection action against a patient if the hospital was not in compliance with federal reporting requirements. SB23-252 – Medical Price Transparency, sponsored by Senators Kevin Van Winkle and Julie Gonzales, and Representatives Lindsay Daugherty and Anthony Hartstook, requires hospitals to make reimbursement rates publicly accessible. The Administration recently announced that the landmark reinsurance initiative will save Coloradans $493 million on health care premiums in 2025. Without the reinsurance initiative, costs would be higher for hardworking Coloradans.

This new service provides Coloradans the ability to research all available prices at every hospital and shop for the care that works for individuals and families. The new and free tool shows the total price that the hospital charges each payer, although the final amount charged to Coloradans depends on each person’s insurance plan and coverage. Coloradans can learn more about the Colorado Hospital Price Finder and service rates at ColoradoHospitalPrices.com.

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MIL-OSI USA: Governor Lamont Announces $30 Million Investment for Infrastructure Improvements at State Parks

Source: US State of Connecticut

(HARTFORD, CT) – Governor Ned Lamont, chairman of the State Bond Commission, today announced that the commission voted at its meeting this morning to approve an allocation of $30 million that will be used for infrastructure repairs and refurbishment needed across the Connecticut State Parks system, including $3 million that will be used to make critical repairs at state parks impacted by the extreme flash flooding event Connecticut experienced on August 18, 2024.

This funding supports the Restore CT State Parks initiative, which is an historic effort by the Lamont administration and the state legislature to address the backlog of needed repairs across Connecticut’s 110 state parks and 32 state forests. Since 2022, the state has committed more than $70 million of American Rescue Plan Act and state bond funds to support investment in outdoor recreation across Connecticut.

The August 18 flooding event caused serious damage at Larkin Trail State Park (Middlebury, Naugatuck, Oxford, Southbury), Kettletown State Park (Southbury), Southford Falls State Park (Southbury), and other outdoor recreational areas in the vicinity. This investment will support the most urgent repairs, including stabilizing affected areas to prevent future damage and addressing critical public safety concerns.

“Our state parks and forests are a big part of our incredible quality of life in Connecticut,” Governor Lamont said. “These destinations are also well-loved, welcoming an estimated 17 million visitors annually – that’s more than four times the population of Connecticut. We’re restoring our parks to ensure that residents and visitors now and into the future can have a wonderful outdoor recreation experience in Connecticut.”

The Connecticut State Parks system is administered and maintained by the Department of Energy and Environmental Protection (DEEP).

“Thanks to the governor’s and the legislature’s historic commitment, we’ve already made significant progress addressing our backlog of repairs and refurbishment, completing dozens of projects with many more projects in process,” DEEP Commissioner Katie Dykes said. “From brand-new windows in the Heublein Tower, to terrace reconstruction at Gillette Castle, to a new boardwalk at Rocky Neck, and countless more projects, we’re delivering an improved parks experience for current and future visitors.”

Under the Restore CT State Parks initiative, DEEP is working on projects across the state to improve ADA access, repair historic and cultural infrastructure, such as Gillette Castle, Fort Trumbull, and Heublein Tower; and address critical maintenance backlogs, such as paving and bathhouse and utility repairs.

For more information on Restore CT State Parks, including a list of projects completed, in progress, or planned, click here.

MIL-OSI Security: Maryland Man Charged with Attempting to Provide Material Support to ISIS

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

Baltimore, Maryland – Michael Sam Teekaye, Jr., age 21, of Hanover, Maryland has been charged by criminal complaint with attempting to provide material support to a designated foreign terrorist organization, in violation of 18 U.S.C. § 2339B. The defendant has been detained since his arrest on October 14, 2024, and had an initial appearance before Magistrate Judge Erin Aslan on October 15, 2024.

The charges were announced by Erek L. Barron, U.S. Attorney for the District of Maryland and Special Agent in Charge William J. DelBagno of the Federal Bureau of Investigation, Baltimore Field Office.

According to the affidavit in support of the complaint, between March and April 2023, Teekaye had multiple conversations with an Undercover Officer (“UCO”) in which he told the UCO that he wanted to travel to Africa to join and fight for ISIS. Teekaye also told the UCO that his “plan B” was to carry out an attack in the United States against people who support Israel. On three occasions in May and June 2024, Teekaye purchased ammunition and range time at a shooting range in Severn, Maryland, which he later told the UCO was partly in order to “train.” In July 2024, Teekaye attempted to purchase a Kalashnikov K-9 9mm rifle, but the purchase was denied because Teekaye was on probation in a state criminal case.

In conversations with the UCO between August and October 2024, Teekaye told the UCO that he was in contact with a Somali ISIS fighter regarding his plans to travel to Somalia to join ISIS. Teekaye explained that he would fly first to Turkey, then travel to Ethiopia and cross the border into Somalia. Teekaye sent the UCO screenshots of an Ethiopian e-Visa he had obtained from the ISIS fighter. On October 4, 2024, Teekaye told the UCO that he received airline tickets from the ISIS fighter. He also sent the UCO screenshots of his travel itinerary showing that he would depart from Baltimore Washington International Airport (BWI) on October 14, 2024 and fly to Istanbul, Turkey with a layover in London.

On October 10, 2024, Teekaye sent the UCO a photo of himself wearing a black mask and holding a large machete, along with the caption “Abdullah the islamophobe slayer.” On October 11, 2024, the UCO asked whether Teekaye was “sure” he wanted to join ISIS. Teekaye responded, “I am sure I did a lot of research and had to accept something’s [sic] that they are the only group that has the most true and sincere intentions.”

On October 14, 2024, FBI agents arrested Teekaye at BWI after he had checked in for his flight and proceeded through security. Following his arrest, Teekaye made the following unprovoked statements, among others: “I’ll just get out in 20 years and do something here. Okay? Okay? It will never stop. Jihad will never stop. . . . I’ll be like 40 when I get out, then I’ll just do it. I don’t care. It will never stop. Jihad will never stop. I’ll come and I’ll kill your soldiers. I’ll kill you, and I’ll kill . . . .” While making these statements, Teekaye began kicking one of the arresting agents.

A complaint is not a finding of guilt. All defendants charged by complaint are presumed innocent unless and until proven guilty at some later criminal proceeding. If convicted, Teekaye faces a maximum sentence of 20 years in federal prison for attempting to provide material support to a designated foreign terrorist organization. A federal district court judge will determine any sentence after taking into account the U.S. Sentencing Guidelines and other statutory factors.

U.S. Attorney Barron commended the FBI’s Baltimore Field Office for its outstanding work in the investigation and praised the FBI’s Joint Terrorism Task Force along with the FBI’s Newark and Richmond Field Offices, and the New York City Police Department (NYPD), for their valuable assistance. Mr. Barron would like to thank the NYPD’s Intelligence Division under the leadership of Deputy Commissioner Rebecca Weiner, Assistant Chief John Hart, and Deputy Chief Fernando Guimaraes. Mr. Barron thanked Assistant U.S. Attorneys Christina Hoffman and P. Michael Cunningham, who are prosecuting this case. Mr. Barron also thanked the Department of Justice’s National Security Division for their assistance.

For more information on the Maryland U.S. Attorney’s Office, its priorities, and resources available to help the community, please visit http://www.justice.gov/usao-md and https://www.justice.gov/usao-md/community-outreach. To report a Maryland-based hate crime, contact the FBI Baltimore field office at (410) 265-8080 or http://www.tips.fbi.gov.

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MIL-OSI Security: Oklahoma Man Sentenced to 30 Years in Prison for Child Exploitation Crime

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

CHARLESTON, W.Va. – Jerrod Lee Sharp, 41, of Ponca City, Oklahoma, was sentenced on Monday, October 21, 2024, to 30 years in prison, to be followed by a lifetime of supervised release, for attempted enticement of a minor. Sharp must also register as a sex offender.

According to court documents and statements made in court, on July 17, 2022, Sharp began messaging a woman located in West Virginia whom he believed to be the mother of two minor girls. Sharp repeatedly stated in his messages to the woman that he wished to engage in sexual relations with both girls, and that he wished to travel to West Virginia to meet them.

Sharp exchanged over 1,600 messages with the woman. On July 30, 2023, Sharp flew from Oklahoma to Charleston, West Virginia, where he planned to meet the woman and the two minor girls. Upon his arrival in Charleston, Sharp was arrested by law enforcement officers.

United States Attorney Will Thompson made the announcement and commended the investigative work of the Federal Bureau of Investigation (FBI) West Virginia Human Trafficking and Child Exploitation Task Force and the West Virginia State Police.

United States District Judge Joseph Robert Goodwin imposed the sentence. Assistant United States Attorneys Jennifer Rada Herrald and Francesca C. Rollo prosecuted the case.

This case was prosecuted as part of Project Safe Childhood, a nationwide initiative of the Department of Justice to combat the growing epidemic of child sexual exploitation and abuse. Led by the United States Attorney’s Offices and the Criminal Division’s Child Exploitation and Obscenity Section, Project Safe Childhood marshals federal, state, and local resources to locate, apprehend, and prosecute those who sexually exploit children, and to identify and rescue victims. For more information about Project Safe Childhood, please visit http://www.justice.gov/psc.

A copy of this press release is located on the website of the U.S. Attorney’s Office for the Southern District of West Virginia. Related court documents and information can be found on PACER by searching for Case No. 5:23-cr-126.

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MIL-OSI Security: Hay River — Hay River RCMP seize thousands in cash believed to be proceeds of crime

Source: Royal Canadian Mounted Police

On October 8^th, 2024, officers of the Hay River detachment were on patrol when a vehicle was observed speeding. A traffic stop was conducted with the vehicle. Investigation led officers to believe the vehicle was being used to transport illicit cargo and the occupants were arrested.

A subsequent search of the vehicle led to the seizure of over $9,000 in cash believed to be proceeds of crime relating to the illegal drug trade, as well as several cellphones and drug paraphernalia.

As a result, 20-year-old Salim Abdullahi Abdi of Edmonton and 53-year-old Bruce Dowdeswell of Fort Simpson have been charged with Possession of property obtained by crime, contrary to section 354(1)(a) of the Criminal Code.

Abdullahi Abdi appeared before a Justice of the Peace and was subsequently remanded into custody. Dowdeswell was released on strict conditions to appear in court at a later date.

Investigation into the matter remains ongoing.

Anyone who has information on this matter is asked to contact the Hay River RCMP at 874-1111 or Crime Stoppers at http://www.p3tips.com. In the event of an emergency call, 911.

MIL-OSI Security: Yellowknife — Hay River RCMP recover stolen Yellowknife vehicle

Source: Royal Canadian Mounted Police

On the evening of October 7^th, 2024, Yellowknife RCMP received a report that a vehicle had been stolen from a driveway in Yellowknife. Fortunately, the owner of the vehicle was able to use tracking technology to discover that the vehicle had subsequently left the city.

With assistance from the owner, officers from the Hay River detachment were able to locate the vehicle in the hamlet of Enterprise, where it then fled from police. A short time later, the vehicle was located abandoned elsewhere in the community. Officers recovered a replica firearm from inside the vehicle. Two suspects were subsequently located and arrested in the area. They have since been released conditionally to appear in court at a later date.

The investigation remains ongoing.

Anyone with information on this matter is asked to contact the Yellowknife RCMP at 669-1111 or Crime Stoppers at http://www.p3tips.com. In the event of an emergency call, 911.

MIL-OSI Security: Yellowknife — Northwest Territories RCMP to participate in Operation Impact

Source: Royal Canadian Mounted Police

Each year, police services across the country participate in Operation Impact, a traffic safety initiative intended to target and reduce driving behaviors that put motorists and the public at risk.

This year, Operation Impact will run from October 11^th – October 14^th, corresponding to the long weekend. During this period, motorists can expect to see increased police patrols as well as additional checkstops on roadways throughout the Territories.

Be prepared to provide breath samples as part of Mandatory Alcohol Screening if you are stopped by police, along with all required driving documentation.

Motor vehicle collisions kill or injure thousands of Canadians every year. The main causes of these collisions are impairment, distracted driving, aggressive driving behaviors and failure to utilize seatbelts, all of which are preventable.

Residents of the Northwest Territories continue to feel the tragic effects of drivers who make the conscious decision to engage in these behaviors year after year. Make the right choice and plan ahead for safe travel this weekend. Safety is in every driver’s hands.

If you suspect an impaired driver or see a vehicle posing an immediate safety hazard, pull over and call 911.

MIL-OSI Security: Former Montgomery County Restaurant Owner Sentenced to 21 Months’ Imprisonment for PPP and RRF Loan Fraud

Source: Office of United States Attorneys

PHILADELPHIA – United States Attorney Jacqueline C. Romero announced that Giuseppina “Josephine” Leone, 62, of North Wales, Pennsylvania, was sentenced today by United States District Court Judge Gerald A. McHugh to 21 months in prison, one year of supervised release, a $50,000 fine and $300 special assessment for pandemic program fraud. The Court denied the defendant’s request for a non-custodial sentence. The defendant has also paid full restitution in the amount of $972,861.75.

Leone was charged by indictment on May 16, 2024, with three counts of wire fraud for making false representations in documents relating to the Paycheck Protection Program (“PPP”) and Restaurant Revitalization Fund (“RRF”) program, which provided emergency financial assistance to business owners suffering the economic effects of the COVID-19 pandemic. She pleaded guilty to those charges on May 23.

Leone and her husband were owners of Ristorante San Marco (“RSM”), an Italian restaurant located in Ambler, Pa. Leone and her husband executed an Agreement for Sale of Real Property dated October 20, 2019, listing themselves as the “Sellers” of the RSM property and a third party as the “Buyer” for a purchase price of $1,575,000. Subsequently, on or about March 18, 2020, Leone posted on the restaurant’s Facebook page informing the public that RSM would be temporarily closed due to the COVID-19 pandemic. RSM remained closed and never reopened.

Despite the restaurant not being in operation in April 2020, Leone submitted a fraudulent application for a PPP loan in the amount of $138,000. This application misrepresented that RSM, which had been closed for approximately a month, had 17 employees, and would use the loan for payroll and other operating expenses. The fraudulent application was approved, and the loan funds were deposited into RSM’s bank account later that month. The loan was subsequently forgiven based on further misrepresentations by Leone.

In January 2021, while the restaurant was still not in operation, Leone submitted another fraudulent application for a PPP loan, this time seeking $120,000. The application made similar misrepresentations and was approved, resulting in the requested funds being deposited into RSM’s bank account in February 2021. Again, the PPP loan was forgiven due to misrepresentations by Leone.

Finally, Leone defrauded another COVID-19 relief program. While RSM was still not in operation in May 2021, Leone submitted a fraudulent application for a grant under the RRF program, requesting $699,196 for restaurant operations. This RRF application mispresented that RSM, which had not been operating since March 2020, was in operation and that the money would be used to pay employee wages. As a result of this deception, the request was approved, and the funds were deposited into RSM’s bank account later in May 2021. One month later, in June 2021, Leone closed on the sale of RSM. Nonetheless, over a year later, Leone misrepresented to the federal government that the RRF funds had been used for eligible purposes, even though RSM was never reopened by Leone.

“PPP and the other covid relief programs were meant to provide emergency aid to businesses and employees financially flattened by the pandemic,” said U.S. Attorney Romero. “My office and our partners won’t stand for opportunists like Mrs. Leone thinking they can defraud the federal government, pocket taxpayers’ money, and get away with it. We’ll continue to aggressively pursue and prosecute anyone foolish enough to do so.”

The case was investigated by the Small Business Administration Office of Inspector General, the FBI, and Homeland Security Investigations, and is being prosecuted by Assistant United States Attorney Angella Middleton.

MIL-OSI Security: Rochester Felon Pleads Guilty to Possession of Firearm and Ammunition

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

PITTSBURGH, Pa. – A former resident of Rochester, Pennsylvania, pleaded guilty in federal court to a firearms charge, United States Attorney Eric G. Olshan announced today.

James Gilmore, 35, pleaded guilty before United States District Judge Cathy Bissoon to one count of possession of a firearm and ammunition by a convicted felon.

In connection with the guilty plea, the Court was advised that, on June 9, 2021, law enforcement identified Gilmore operating a vehicle in New Brighton, Pennsylvania, and attempted to conduct a traffic stop of Gilmore due to an active arrest warrant related to a parole violation. Gilmore fled from the traffic stop, throwing a loaded firearm from the vehicle he was driving. Gilmore subsequently abandoned the vehicle, and officers observed him flee on foot. Officers recovered a gray sweatshirt from a yard where Gilmore ran, with forensic testing of both the sweatshirt and firearm revealing Gilmore’s DNA.

At the time Gilmore possessed the firearm and ammunition, he had been previously convicted of multiple felony offenses, including a firearm and drug trafficking crime in the Court of Common Pleas in Beaver County. Federal law prohibits possession of a firearm or ammunition by a convicted felon.

Judge Bissoon scheduled sentencing for February 11, 2025. The law provides for a maximum total sentence of up to 10 years in prison, a fine of up to $250,000, or both. Under the federal Sentencing Guidelines, the actual sentence imposed is based upon the seriousness of the offense and the prior criminal history of the defendant.

Pending sentencing, the court remanded Gilmore to the custody of the U.S. Marshals Service.

Assistant United States Attorney Brendan J. McKenna is prosecuting this case on behalf of the government.

The New Brighton Area Police Department and Bureau of Alcohol, Tobacco, Firearms and Explosives conducted the investigation that led to the prosecution of Gilmore.