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  • MIL-OSI: Portman Ridge Finance Corporation and Logan Ridge Finance Corporation Enter into Merger Agreement

    Source: GlobeNewswire (MIL-OSI)

    Combined Entity Will be Managed by Sierra Crest Investment Management, LLC, an Affiliate of BC Partners Advisors L.P.

    Companies to Host a Joint Conference Call on January 30, 2025, at 4:00 PM ET to Discuss the Proposed Merger

    NEW YORK, Jan. 30, 2025 (GLOBE NEWSWIRE) — Portman Ridge Finance Corporation (NASDAQ: PTMN) (“Portman Ridge” or “PTMN”) and Logan Ridge Finance Corporation (NASDAQ: LRFC) (“Logan Ridge” or “LRFC”) (together, the “Companies”), business development companies (“BDCs”) managed by affiliates of BC Partners Advisors L.P. (“BC Partners”), announced today that they have entered into an agreement under which LRFC will merge with and into PTMN (the “Proposed Merger”), subject to the receipt of certain shareholder approvals and the satisfaction of other closing conditions. Pursuant to the Proposed Merger agreement, Portman Ridge will be the surviving public entity and will continue to trade on the Nasdaq under the symbol “PTMN.”

    The Boards of Directors of both PTMN and LRFC, on the recommendation of their respective Special Committees consisting solely of certain independent directors, have unanimously approved the Proposed Merger. In addition, the Board of Directors of LRFC will recommend that shareholders of LRFC vote in favor of the Proposed Merger, and the Board of Directors of PTMN will recommend that shareholders of PTMN vote in favor of the issuance of PTMN common stock in connection with the Proposed Merger, in each case, subject to certain conditions.

    Transaction Highlights

    • Size & Scale: The Proposed Merger will significantly increase the size and scale of Portman Ridge, which is expected to translate into increased trading volume and improved secondary liquidity, lower operating expenses and potentially greater access to more diverse sources of financing at a lower cost. The combined company will be externally managed by Sierra Crest Investment Management LLC (“Sierra Crest”), the current investment adviser to Portman Ridge, and is expected to have total assets in excess of $600 million, and a net asset value (“NAV”) of approximately $270 million, each based on the Companies’ September 30, 2024 balance sheets, adjusted for estimated transaction expenses, but excluding the impact of the Tax Distribution (as defined below).
    • Portfolio Overlap: The Proposed Merger will result in the acquisition of a known, diversified portfolio with significant portfolio overlap between the two Companies. PTMN and LRFC employ the same investment strategy, and the BC Partners Credit Platform has been allocating substantially similar or the same investments to both Companies since Mount Logan Management, LLC (“Mount Logan”) became LRFC’s external investment adviser on July 1, 2021. As a result, more than 70% of the investments in LRFC’s portfolio at fair value are expected to be BC Partners-originated assets at the time of closing, with over 60% of the portfolio overlapping with PTMN. The combination of two known, complementary portfolios, originated and managed by the BC Partners Credit Platform, is expected to substantially mitigate integration risk.
    • Accretive to NAV: Expected to be immediately accretive to PTMN’s NAV by 1.3% upon closing, based on the Companies’ September 30, 2024, NAVs and adjusted for estimated transaction expenses but excluding the impact of the Tax Distribution.
    • Accretive to Core Net Investment Income (“NII”): Expected to be immediately accretive to the Companies’ NII as result of an expected $2.8 million of annual operating expense efficiencies and the Incentive Fee Waiver (as defined below). Over the longer term, management of the Companies expects the Proposed Merger to provide further NII accretion through a lower cost of debt and improved financing terms as well as further rotation out of LRFC’s legacy non-yielding equity portfolio into interest-earning assets originated by the BC Partners Credit Platform.
    • Increased Borrowing Capacity & Optimized Debt Capital Structure: As a result of the recent refinancing of LRFC’s credit facility with KeyBank National Association (“KeyBank”), LRFC currently has additional available borrowing base that can be used for future deployment at the combined company. With LRFC’s refinanced credit facility with KeyBank and PTMN’s existing senior secured revolving credit facility with JPMorgan Chase Bank, National Association in place, the combined company is expected to be able to further optimize its debt capital structure based on differing eligibility requirements and advance rates.
    • Research Coverage: The increase in Portman Ridge’s market capitalization is expected to facilitate additional research coverage.

    Fixed Exchange Ratio

    In connection with the Proposed Merger, shareholders of LRFC will receive 1.50 newly issued shares of PTMN common stock in exchange for each share of common stock of LRFC (the “Fixed Exchange Ratio”). Based on the Fixed Exchange Ratio, using PTMN’s closing price of $16.68 per share on January 24, 2025 and excluding the impact of the Tax Distribution, the merger consideration values LRFC’s shares at $25.02 per share, which represents a 4% premium to LRFC’s January 24, 2025, closing price of $24.00 per share and a 17% premium to LRFC’s closing price of $21.43 per share on September 11, 2024 (which was the date immediately prior to the announcement of LRFC’s successful exit of its investment in Nth Degree Investment Group, LLC, an important catalyst for this transaction).

    In addition to approval by shareholders of both PTMN and LRFC, the closing of the Proposed Merger is subject to customary conditions. Further, the merger agreement provides each Special Committee a termination right that allows for either Special Committee to terminate the Proposed Merger if it has determined, reasonably and in good faith, as a result of events or other circumstances occurring or arising after the date of the signing of the Proposed Merger agreement that were not known to the applicable Board of Directors, that the interests of their respective shareholders would be diluted within the meaning of Rule 17a-8 under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of the Proposed Merger.

    The parties currently expect the Proposed Merger to be completed in the second calendar quarter of 2025.

    Additional Transaction Details

    In connection with and in support of the transaction, only if the Proposed Merger is consummated, PTMN’s external investment adviser, Sierra Crest, has agreed to waive up to $1.5 million of incentive fees over eight consecutive quarters following the closing of the Proposed Merger, subject to the satisfaction of certain conditions set forth in the definitive documentation executed between Sierra Crest and PTMN (the “Incentive Fee Waiver”).

    Prior to the anticipated closing of the Proposed Merger, PTMN and LRFC intend to declare and pay ordinary course quarterly dividends.

    Subject to the approval of LRFC’s Board of Directors and contingent upon the satisfaction of the closing conditions to the Proposed Merger, LRFC will declare a dividend to LRFC’s shareholders in an amount totaling no less than $1.0 million, but otherwise equal to any undistributed 2024 NII of LRFC estimated to be remaining as of the closing of the Proposed Merger, which management of LRFC currently expects to be between approximately $1.0 million and $1.5 million (the “Tax Distribution”).

    Management Commentary

    Ted Goldthorpe, President and Chief Executive Officer of PTMN and LRFC and Head of the BC Partners Credit Platform, stated, “I am incredibly proud to announce the proposed combination of PTMN and LRFC. Based on the September 30, 2024 net assets value of each company and inclusive of an estimated Tax Distribution, LRFC shareholders will receive merger consideration equal to approximately 98% of its September 30, 2024 net asset value. This combination is the culmination of a journey we embarked upon over three and half years ago, when shareholders of Logan Ridge placed their trust and confidence in the management team and the BC Partners Credit Platform by appointing Mount Logan to serve as the investment adviser to Logan Ridge. During this time, we have transformed LRFC’s investment portfolio by substantially reducing the non-income producing legacy equity exposure, reducing non-accruals, significantly increasing the portfolio’s diversification and growing LRFC’s exposure to credits originated by the BC Partners Credit Platform. Importantly, by the time this transaction closes and barring any unexpected repayments, we expect that more than 70% of Logan Ridge’s portfolio at fair value to be in portfolio companies financed by the BC Partners Credit Platform. Further, we have materially lowered Logan Ridge’s cost of debt capital and lowered operating expenses. The collective result of these efforts has been the stable and growing operating earnings LRFC has generated over this time, which in turn has been used to reward shareholders with a stable and growing dividend. More importantly, LRFC’s management did all of this against the backdrop of particularly challenging and uncertain market conditions. The combination of these Companies is a marquee transaction for the platform and a significant milestone for the BC Partners Credit Platform. I couldn’t be more excited for the future of the combined company.

    We believe now is the right time to combine the Companies, as we can finally do so in a manner that is expected to be accretive to both sets of shareholders. The merger will significantly increase the size and scale of Portman Ridge, which we believe will translate into increased trading volume and improved secondary liquidity, lower operating expenses and potentially greater access to more diverse sources of financing at a lower cost.

    Looking ahead, we will continue to execute our strategy of targeting inorganic growth opportunities that we believe have the potential to be earnings accretive for shareholders of both PTMN and LRFC. I look forward to updating our shareholders on the work management will be doing on this front over the course of 2025.”

    Transaction Advisors

    Keefe, Bruyette & Woods, A Stifel Company, is serving as financial advisor to the Special Committee of PTMN in connection with the transaction. Stradley Ronon Stevens & Young, LLP is acting as the legal counsel to the Special Committee of PTMN.

    Houlihan Lokey is serving as financial advisor to the Special Committee of LRFC in connection with the transaction. Skadden, Arps, Slate, Meagher & Flom LLP is acting as the legal counsel to the Special Committee of LRFC.

    Simpson Thacher & Bartlett LLP is serving as legal counsel to PTMN and LRFC with respect to the transaction. Dechert LLP serves as legal counsel to PTMN and LRFC.

    Conference Call Details

    PTMN and LRFC will host a joint conference call on Thursday, January 30, 2025, at 4:00 PM ET to discuss the transaction. All interested persons are invited to attend the call and should dial (646) 307-1963 approximately 10 minutes prior to the start of the conference call and use the conference ID 4584554. A live audio webcast of the conference call can be accessed via the Internet, on a listen-only basis on both Company’s websites, www.portmanridge.com, and www.loganridge.com, in the Investor Relations sections under Events and Presentations. The webcast can also be accessed by clicking the following link: https://edge.media-server.com/mmc/p/sx9vwkih. The online archive of the webcast will be available on the Company’s websites shortly after the call.

    The Companies will be utilizing an investor presentation as an accompaniment to the live call, which will be available on LRFC’s website at www.loganridgefinance.com and PTMN’s website at www.portmanridge.com.

    About Logan Ridge Finance Corporation

    Logan Ridge Finance Corporation (NASDAQ: LRFC) is a BDC that invests primarily in first lien loans and, to a lesser extent, second lien loans and equity securities issued by lower middle-market companies. LRFC invests in performing, well-established middle-market businesses that operate across a wide range of industries. It employs fundamental credit analysis, targeting investments in businesses with relatively low levels of cyclicality and operating risk. For more information, visit www.loganridgefinance.com.

    About Portman Ridge Finance Corporation

    Portman Ridge Finance Corporation (NASDAQ: PTMN) is a publicly traded, externally managed investment company that has elected to be regulated as a BDC under the 1940 Act. Portman Ridge’s middle market investment business originates, structures, finances and manages a portfolio of term loans, mezzanine investments and selected equity securities in middle market companies. Portman Ridge’s investment activities are managed by its investment adviser, Sierra Crest.
    Portman Ridge’s filings with the Securities and Exchange Commission (the “SEC”), earnings releases, press releases and other financial, operational and governance information are available on Portman Ridge’s website at www.portmanridge.com.

    Forward-Looking Statements

    Some of the statements in this document constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to future operating results of PTMN and LRFC, and distribution projections; business prospects of PTMN and LRFC, and the prospects of their portfolio companies; and the impact of the investments that PTMN and LRFC expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this document involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the ability of the parties to consummate the merger on the expected timeline, or at all; (ii) the expected synergies and savings associated with the merger; (iii) the ability to realize the anticipated benefits of the merger, including the expected elimination of certain expenses and costs due to the merger; (iv) the percentage of PTMN shareholders and LRFC shareholders voting in favor of the applicable Proposal (as defined below) submitted for their approval; (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived; (vii) risks related to diverting management’s attention from ongoing business operations; (viii) the combined company’s plans, expectations, objectives and intentions, as a result of the merger; (ix) any potential termination of the merger agreement; (x) the future operating results and net investment income projections of PTMN, LRFC or, following the closing of the merger, the combined company; (xi) the ability of Sierra Crest to implement its future plans with respect to the combined company; (xii) the ability of Sierra Crest and its affiliates to attract and retain highly talented professionals; (xiii) the business prospects of PTMN, LRFC or, following the closing of the merger, the combined company, and the prospects of their portfolio companies; (xiv) the impact of the investments that PTMN, LRFC or, following the closing of the merger, the combined company expect to make; (xv) the ability of the portfolio companies of PTMN, LRFC or, following the closing of the merger, the combined company to achieve their objectives; (xvi) the expected financings and investments and additional leverage that PTMN, LRFC or, following the closing of the merger, the combined company may seek to incur in the future; (xvii) the adequacy of the cash resources and working capital of PTMN, LRFC or, following the closing of the merger, the combined company; (xviii) the timing of cash flows, if any, from the operations of the portfolio companies of PTMN, LRFC or, following the closing of the merger, the combined company; (xix) the risk that stockholder litigation in connection with the merger may result in significant costs of defense and liability; and (xx) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities). PTMN and LRFC have based the forward-looking statements included in this document on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although PTMN and LRFC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that PTMN and LRFC in the future may file with the SEC, including the Joint Proxy Statement and Registration Statement (in each case, as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

    No Offer or Solicitation

    This document is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this document is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in PTMN, LRFC or in any fund or other investment vehicle managed by BC Partners or any of its affiliates.

    Additional Information and Where to Find It

    This document relates to the proposed merger and certain related matters (the “Proposals”). In connection with the Proposals, PTMN will file with the SEC and mail to its and LRFC’s respective shareholders a combined joint proxy statement for PTMN and LRFC and a prospectus of PTMN (the “Registration Statement”). The Registration Statement will contain important information about PTMN, LRFC and the Proposals. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. SHAREHOLDERS OF PTMN AND LRFC ARE URGED TO READ THE REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PTMN, LRFC AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or, for documents filed by PTMN, from PTMN’s website at https://www.portmanridge.com, and, for documents filed by LRFC, from LRFC’s website at https://www.loganridgefinance.com.

    Participants in the Solicitation

    PTMN, its directors, certain of its executive officers and certain employees and officers of Sierra Crest and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of PTMN is set forth in its proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2024. LRFC, its directors, certain of its executive officers and certain employees and officers of Mount Logan and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of LRFC is set forth in the proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2024. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the PTMN and LRFC shareholders in connection with the Proposals will be contained in the Registration Statement, including the Joint Proxy Statement included therein, and other relevant materials when such documents become available. These documents may be obtained free of charge from the sources indicated above.

    Contacts:
    Portman Ridge Finance Corporation
    650 Madison Avenue, 3rd floor
    New York, NY 10022
    info@portmanridge.com

    Brandon Satoren
    Chief Financial Officer
    Brandon.Satoren@bcpartners.com
    (212) 891-2880

    The Equity Group Inc.
    Lena Cati
    lcati@equityny.com
    (212) 836-9611

    Val Ferraro
    vferraro@equityny.com
    (212) 836-9633

    The MIL Network –

  • MIL-OSI: Element Launches Risk Solutions Offering with Insurance

    Source: GlobeNewswire (MIL-OSI)

    Element Risk Solutions, which will be available in the United States and Canada, combines insurance coverage placement with industry-leading claims management and advisory services.

    TORONTO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Element Fleet Management Corp. (TSX:EFN) (“Element” or the “Company”), the largest publicly traded, pure-play automotive fleet manager in the world, today announces the launch of Element Risk Solutions – a fully integrated risk management offering. This new service, which Element is launching in a strategic partnership with Hub International Limited (“HUB”), a leading global insurance brokerage and financial services firm servicing commercial fleets, is designed to transform how clients insure and manage commercial fleets. This new service bundles insurance coverage solutions, including accident management, subrogation, driver safety programs, and telematics, to deliver a seamless, vehicle life-cycle experience for clients.

    “Commercial auto insurance market placement has been a persistent challenge for our clients in North America for over 15 years,” shares Angelique Magi, Head of Insurance at Element. “In 2024 alone, commercial auto rates in North America have surged to an on average increase of 20 per cent. This has left our clients with a lack of certainty on securing coverage or increased premiums, impacting their projected cash flow and balance sheet. Element Risk Solutions simplifies the process by providing an automated end-to-end solution that saves time, reduces complexity, and leverages Element’s data capabilities.”

    Leveraging a simplified transaction process, clients can access customized insurance products powered by HUB Drive Online, based on their specific needs and vehicle. This new service offering will be available in Q1 of 2025.

    “HUB is excited to partner with Element to provide their clients with an all-in-one digital resource that streamlines the process of securing insurance and better managing the costs for doing business,” said Lisa Paul of HUB Transportation Specialty.

    “As a purpose-driven organization committed to Move the World Through Intelligent Mobility, we’re always looking for ways to create lasting value for our clients,” says David Madrigal, Element’s Executive Vice President and Chief Commercial Officer. “Element Risk Solutions’ partnership with HUB is a client-focused solution that takes the friction out of insurance placement and reduces fleet risks to help our clients manage their Total Cost of Risk and ensure they can focus on growing their businesses.”

    About Element Fleet Management

    Element Fleet Management (TSX: EFN) is the largest publicly traded pure-play automotive fleet manager in the world. As a Purpose-driven company, we provide a full range of sustainable and intelligent mobility solutions to optimize and enhance fleet performance for our clients across North America, Australia, and New Zealand. Our services address every aspect of our clients’ fleet requirements, from vehicle acquisition, maintenance, route optimization, risk management, and remarketing, to advising on decarbonization efforts, integration of electric vehicles and managing the complexity of gradual fleet electrification. Clients benefit from Element’s expertise as one of the largest fleet solutions providers in its markets, offering economies of scale and insight used to reduce operating costs and enhance efficiency and performance. At Element, we maximize our clients’ fleet so they can focus on growing their business. For more information, please visit: https://www.elementfleet.com/insurance

    This press release contains certain forward-looking statements and forward-looking information regarding Element, its business and the fleet industry, which are based upon Element’s current expectations, estimates, projections, assumptions and beliefs. In some cases, words such as “plan”, “expect”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “could”, “predict”, “project”, “model”, “forecast”, “will”, “potential”, “target,” “by”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur are intended to identify forward-looking statements and forward-looking information. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements or information. Forward-looking statements and information in this news release may include, but are not limited to, statements with respect to, among other things, the Company’s expectations regarding new product offerings, including the benefits of the products, client demand and profitability, the Company’s ability to execute on its product plans, and the Company’s expectations regarding the risk and insurance industries. By their nature, these statements require us to make assumptions and are subject to inherent risks and uncertainties that may be general or specific, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct. External factors outside of Element’s reasonable control may impact our ability to achieve our goals and expectations, including industry dynamics, legislation and regulatory actions, the failure of third parties to comply with their obligations to us and our affiliates or associates, client decisions and preferences. These and other factors may cause actual results to differ materially from the expectations expressed in the forward-looking statements and may require Element to adjust its initiatives and activities. The forward-looking statements in this news release speak only as of the date hereof and are presented for the purpose of assisting our stakeholders and others in understanding our objectives and strategic priorities and may not be appropriate for other purposes. We do not undertake to update any forward-looking statement except as required by law. In addition, a discussion of some of the material risks affecting Element and its business appears under the heading “Risk Management & Risk Factors” in Element’s Management Discussion and Analysis for the twelve-month period ended December 31, 2023 and the three and nine-month period ended September 30, 2024, and under the heading “Risk Factors” in Element’s Annual Information Form for the year ended December 31, 2023, as well as Element’s other filings with the Canadian securities regulatory authorities, which have been filed on SEDAR+ and can be accessed on Element’s profile on www.sedarplus.com.

    The MIL Network –

  • MIL-OSI: Oxyle raises $16m to lead the fight against the “forever chemicals” contaminating our water

    Source: GlobeNewswire (MIL-OSI)

    Zurich, Jan. 30, 2025 (GLOBE NEWSWIRE) — When Fajer Mushtaq turned on the tap as a child in Delhi, one question always loomed: was the water safe? Today, that same question haunts communities worldwide as PFAS — toxic “forever chemicals” used in everything from non-stick pans to firefighting foam — contaminate water supplies at an alarming rate. Today, Swiss startup Oxyle announced a $16m funding round to scale its breakthrough solution to destroy, not just relocate, PFAS from wastewater. This builds on its $3M pre-seed round in 2022, growing support for its mission. 

    The seed round was led by 360 Capital, with participation from Axeleo Capital and returning investors Founderful and SOSV. 

    Oxyle founders: Dr. Silvan Staufert and Dr. Fajer Musthaq (CREDIT: Daniel Kunz, daniekunzphoto, Adliswil, Switzerland)

    Industries have long struggled with PFAS treatment. Current methods like filtration and adsorption merely move PFAS from water to other waste streams, requiring expensive incineration or landfilling that risks these chemicals leaching back into the environment through air or soil – creating an endless cycle of contamination. While some technologies can destroy PFAS, their massive energy requirements make them financially impractical for most organizations to implement at scale.

    Oxyle’s breakthrough technology represents the world’s first economical and permanent solution to PFAS contamination. Unlike traditional methods that merely filter or concentrate these chemicals, Oxyle’s system destroys PFAS molecules, achieving over 99% elimination rates while consuming at least 15 times less energy than alternative destruction methods. The system’s three-stage process combines foam fractionation, catalytic destruction, and real-time monitoring powered by machine learning – all housed in a modular system that eliminates the need for secondary waste disposal through incineration or landfilling. Whereas traditional solutions require weeks-long lab analysis, Oxyle’s proprietary monitoring system provides instant feedback and continuous treatment optimization.

    Oxyle pilot unit on a customer site (CREDIT: Oxyle). 

    “Five years ago, Oxyle was two of us founders and one big idea: get rid of forever chemicals from our water. Today, that idea is proven, implemented, and ready to scale. This funding is a game-changer. It gives us what we need to take our technology to the industries and communities that need it most. To our investors, old and new, thank you for joining us on this mission to make clean water a reality for all.” commented Dr. Fajer Mushtaq, CEO & Co-Founder, Oxyle.

    The company was co-founded by Fajer Mushtaq and Silvan Staufert at ETH Zurich, where Mushtaq earned her PhD in Micro- and Nanosystems focused on water remediation – inspired by her experiences with water scarcity in Delhi – while Staufert completed his PhD in Mechanical and Process Engineering. Understanding that water treatment innovations couldn’t come soon enough, they developed a technology to degrade Forever Chemicals in minutes. They knew their breakthrough could change the world, but only if it moved from lab to reality.

    Oxyle Team (CREDIT Daniel Kunz, daniekunzphoto, Adliswil, Switzerland).

    In just four years, the duo have transformed Oxyle from innovation to implementation. The company has grown to a team of 26, completed over 20 customer projects, and secured prestigious recognition including the Swiss Technology Award, SEIF, and WEF’s Uplink Top Innovators. This round brings Oxyle’s total funding to $26m, including additional non-dilutive funding from grants and awards. With revenue-generating customer pilots under its belt and its first commercial installation operational, Oxyle is now securing multiple-year treatment contracts for 2025 and beyond.

    The technology’s effectiveness has been proven across multiple applications. In groundwater treatment, it reduces PFAS concentrations from 8,700 ng/l to below 14 ng/l. For soil wash water, it achieves 99.8% removal of 11 different PFAS species. It eliminated 98% of short-chain PFAS and reduced trifluoracetic acid (TFA) concentrations by 96% in trials with an industrial customer. Most significantly, in November 2024, Oxyle deployed its first full-scale system in Switzerland, treating 10 cubic meters of contaminated groundwater per hour at less than 1 kWh/m³.

    “We are proud to lead the investment in Oxyle, whose pioneering technology addresses the massive global challenge of PFAS pollution,” says Thomas Nivard, Partner at 360 Capital. “Unlike traditional methods that merely contain these harmful chemicals, Oxyle’s solution destroys them permanently, setting a new standard for tackling this urgent environmental crisis. This is a game changer. The team’s exceptional commercial and technical momentum has laid a strong foundation for establishing a true technology leader in the coming years.”

    The timing for Oxyle’s solution is critical. Rising waves of PFAS-related lawsuits and multi-billion-dollar settlements in the U.S. are pushing companies to adopt preventative solutions. Stricter regulations in both the EU and U.S. are increasing demand for advanced treatment technologies that can ensure compliance and minimize liability. New data from the Forever Lobbying Project shows the cost of inaction is staggering—cleaning up Europe’s soil and water from PFAS contamination could cost €100 billion per year, totaling €2 trillion over the next 20 years.

    Looking ahead, Oxyle aims to treat 100 million cubic meters of contaminated water in the next five years. The company plans to expand its solution across industries, from chemical and consumer goods manufacturing to semiconductor production and municipal water treatment – ultimately restoring and protecting our waters from Forever Chemicals, down to the very last drop.

    Ends 

    Notes to the editor
    Media images can be found here.

    About Oxyle
    Oxyle is the world’s first economical, sustainable, and permanent answer to PFAS contamination. Our breakthrough PFAS catalytic destruction technology empowers industrial and environmental remediation companies in their fight against PFAS. We don’t just filter or adsorb PFAS, we eliminate it entirely to below detection limits. With 15x lower average energy consumption than other destructive treatments, it is the most energy efficient, cost effective treatment on the market. Established in 2020, we’re on a mission to protect our water from PFAS – down to the last drop.

    About 360 Capital
    360 Capital is a leading European venture capital firm specializing in early-stage investments across Deep Tech, Climate Tech, and Digital-First solutions. Since 1997, it has partnered with visionary entrepreneurs across Europe, supporting over 160 startups. With €500 million in assets under management, a portfolio of more than 60 active companies, and offices in Paris and Milan, 360 Capital is a prominent force in Europe’s venture ecosystem

    Founderful
    Founderful is Switzerland’s leading pre-seed fund, backing founder teams building tech companies with the potential to become global market leaders. Founderful has a track record of supporting exceptional founders in creating breakthrough companies and has the passionate conviction that the Swiss startup ecosystem is just starting to write its best success stories.

    SOSV
    SOSV is a multi-stage, deep tech venture investor committed  to “human and planetary health,” and invests beginning at a startup’s inception, the “First Check in Deep Tech®.”  Headquartered in Princeton, NJ, SOSV operates the deeply resourced startup development programs in New York City and San Francisco (IndieBio) and Newark, NJ (HAX) equipped with labs for bio-safety, chem, food, EE, analytics and mechatronics.  The SOSV ecosystem spans the globe, with 800+ startups operating in 40 countries.

    Axeleo Capital 
    Axeleo Capital (AXC) is an Emerging independent early-stage VC, trusted and backed by seasoned entrepreneurs and industry experts across Europe, focusing on B2B software and Greentech startups. With €300 million in assets under management, 4 successful fund raises so far and 13 employees, the firm has made over 70 investments across the EU, and has achieved 18 successful exits within the past 36 months. AXC provides a unique framework for European early-stage startups. It offers a comprehensive range of support, including equity investments from seed to Series B stages, operational guidance and strategic assistance. The firm boasts an active ecosystem of more than 150 high-level partners, sector experts and mentors who have been instrumental in numerous success stories across Europe and the US. Axeleo Greentech Industry I aims to foster green innovation and sustainable development in Europe, with a focus on energy, chemicals, agriculture, and mobility sectors

    The MIL Network –

  • MIL-OSI: FlexShopper Updates Status of Rights Offering

    Source: GlobeNewswire (MIL-OSI)

    BOCA RATON, Fla., Jan. 30, 2025 (GLOBE NEWSWIRE) — FlexShopper, Inc. (Nasdaq: FPAY), a prominent national online lease-to-own retailer and payment solutions provider, today announced an update to its previously disclosed rights offering. FlexShopper shareholders who participated in the unit subscription that closed on January 10, 2025, are now eligible to participate in the Series A, B, and C rights. Details of which can be found in the body of this press release.

    As a result of the initial unit subscription, FlexShopper raised approximately $12 million of proceeds, consisting of $9.4 million in gross proceeds from the subscription and the conversion of $2.5 million of the Company’s subordinated debt with NRNS Capital Holdings LLC. The $9.4 million in gross proceeds was used to pay down borrowings under FlexShopper’s credit agreement with Waterfall Asset Management, LLC. As a result of these actions, FlexShopper estimates that the initial unit subscription would have been approximately 15% accretive to pro-forma earnings per share for the 2024 third quarter.

    “The outcome of the initial unit subscription demonstrates the accretive nature of our efforts to equitize our balance sheet,” said Russ Heiser, CEO of FlexShopper. “We are approaching the Series A, B, and C rights offerings from a position of strength and I am excited to provide investors with an update on our financial performance.”

    Overview of Upcoming Rights

    Rights: Expiration Dates: Exercise Pricing of Rights:
    Series A February 15, 2025 Exercise price equal to the higher of:
          1)   $1.70 or
          2)   90.0% of the VWAP of our common stock over the last three trading days prior to the expiration date of the Series A Rights, but in any event not to exceed $2.55.
    Series B March 17, 2025 Exercise price equal to the higher of:
          1)   $1.70 or
          2)   87.5% of the VWAP of our common stock over the last three trading days prior to the expiration date of the Series A Rights, but in any event not to exceed $3.40.
    Series C April 16, 2025 Exercise price equal to the higher of:
          1)   $1.70 or
          2)   85.0% of the VWAP of our common stock over the last three trading days prior to the expiration date of the Series A Rights, but in any event not to exceed $4.25.
         

    It is important to note that many broker-dealers ask for rights subscription submissions prior to the expiration dates of the respective rights. As a result, FlexShopper encourages rightsholders to submit their submissions by February 13, 2025, March 14, 2025, and April 14, 2025.

    FlexShopper encourages holders of the Series A, B, and C Rights to contact their broker or financial advisor’s Corporate Actions Department to participate in these subsequent rights. Rights offering information can be found at https://www.sec.gov and https://investors.flexshopper.com, or by calling the rights offer information agent, MacKenzie Partners at 800-322-2885.

    Moody Capital Solutions, Inc. (Moody Capital) is acting as dealer-manager for the rights offering and can be contacted at info@moodycapital.com.

    The offering was made pursuant to the Corporation’s registration statement on Form S-1 (File No. 333-282857), which was declared effective by the U.S. Securities and Exchange Commission on November 29, 2024. The prospectus relating to and describing the terms of the rights offering has been filed with the SEC on December 2, 2024, and is available on the SEC’s website at www.sec.gov. This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

    About FlexShopper, Inc.:
    FlexShopper, Inc. (Nasdaq: FPAY) is a leading national financial technology company that provides payment options to consumers. FlexShopper provides a variety of flexible funding options for underserved consumers through its online direct to consumer marketplace at flexshopper.com and in partnership with partner merchants both online as well as at brick and mortar locations. FlexShopper’s solutions are designed to meet the needs of a wide range of consumer segments via lease-to-own and lending products.

    Forward-Looking Statements
    All statements in this release that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate,” or other comparable terms. Examples of forward-looking statements include, among others, statements we make regarding expectations of lease originations, the expansion of our lease-to-own program; expectations concerning our partnerships with retail partners; investments in, and the success of, our underwriting technology and risk analytics platform; our ability to collect payments due from customers; expected future operating results and expectations concerning our business strategy. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including, among others, the following: our ability to obtain adequate financing to fund our business operations in the future; the failure to successfully manage and grow our FlexShopper.com e-commerce platform; our ability to maintain compliance with financial covenants under our credit agreement; our dependence on the success of our third-party retail partners and our continued relationships with them; our compliance with various federal, state and local laws and regulations, including those related to consumer protection; the failure to protect the integrity and security of customer and employee information; and the other risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. The forward-looking statements made in this release speak only as of the date of this release, and FlexShopper assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.

    Company Contact:
    FlexShopper, Inc.
    Investor Relations
    ir@flexshopper.com

    Investor and Media Contact
    Andrew Berger
    Managing Director
    SM Berger & Company, Inc.
    Tel (216) 464-6400
    andrew@smberger.com

    The MIL Network –

  • MIL-OSI: First Merchants Corporation Announces Fourth Quarter 2024 Earnings Per Share

    Source: GlobeNewswire (MIL-OSI)

    MUNCIE, Ind., Jan. 30, 2025 (GLOBE NEWSWIRE) — First Merchants Corporation (NASDAQ – FRME)

    Fourth Quarter 2024 Highlights:

    • Net income available to common stockholders was $63.9 million and diluted earnings per common share totaled $1.10, compared to $48.7 million and $0.84 in the third quarter of 2024, and $42.0 million and $0.71 in the fourth quarter of 2023. Excluding the impact of the branch sale and repositioning of the available for sale securities portfolio, adjusted net income available to common stockholders1was $58.1 million or $1.00 per share for the fourth quarter of 2024.
    • Strong capital position with Common Equity Tier 1 Capital Ratio of 11.43% and Tangible Common Equity to Tangible Assets Ratio of 8.81%.
    • Net interest margin was 3.28% compared to 3.23% on a linked quarter basis and 3.16% in the fourth quarter of 2023.
    • Total loans grew $185.6 million, or 5.9% annualized, on a linked quarter basis, and $368.1 million, or 2.9% during the last twelve months.
    • Total deposits increased $156.5 million, or 4.4% annualized, on a linked quarter basis, and declined $32.4 million, or 0.2%, during the last twelve months after normalizing for deposits sold during the fourth quarter.
    • Nonperforming assets to total assets were 43 basis points compared to 35 basis points on a linked quarter basis.
    • Adjusted efficiency ratio totaled 53.60%1for the quarter.
    • Completed the sale of five Illinois branches and certain loans and deposits to Old Second National Bank on December 6, 2024.

    “The fourth quarter was a strong finish to the year and showed the momentum we have built with healthy increases in core earnings, NIM and ROA,” said Mark Hardwick, Chief Executive Officer of First Merchants Bank. “We restructured a portion of our securities portfolio and completed the Illinois branch sale to help prioritize our core markets. These actions and the completion of multiple technology initiatives in 2024 have positioned First Merchants to deliver strong results in 2025.”

    Fourth Quarter Financial Results:

    First Merchants Corporation (the “Corporation”) reported fourth quarter 2024 net income available to common stockholders of $63.9 million compared to $42.0 million during the same period in 2023. Diluted earnings per common share for the period totaled $1.10 compared to the fourth quarter of 2023 result of $0.71. Excluding non-core income and expenses incurred in each period, adjusted net income available to common stockholders1 for the fourth quarter 2024 was $58.1 million, or $1.00 diluted earnings per common share compared to $53.4 million, or $0.90 in the same period in 2023.

    During the quarter, the Corporation completed the sale of five Illinois branches along with loans of $7.4 million and deposits of $267.4 million, generating a gain of $20.0 million recorded in non-interest income. The sale of these branches represents the Corporation’s exit from suburban Chicago markets.

    Total assets equaled $18.3 billion and loans totaled $12.9 billion as of quarter-end. During the past twelve months, total loans grew by $368.1 million, or 2.9%. On a linked quarter basis, loans grew $185.6 million, or 5.9% annualized, with growth primarily in commercial loans.

    Investments totaling $3.5 billion decreased $350.7 million, or 9.2%, during the last twelve months and decreased $201.5 million on a linked quarter basis. The decline during the quarter was partially due to the sale of $109.6 million of available for sale securities with a weighted average tax-equivalent yield of 2.31%, which resulted in a loss of $11.6 million. The remaining decline for the quarter was due to security paydowns and maturities, as well as a decline in valuation of securities reflecting the movement of interest rates. Sales of available for sale securities in 2024 totaled $268.5 million and resulted in a loss of $20.8 million.

    Total deposits were $14.5 billion as of quarter-end and decreased by $299.8 million, or 2.0%, over the past twelve months. The decline was primarily due to the sale of the Illinois branches during the fourth quarter which included $267.4 million of deposits. Excluding this impact, deposits declined by $32.4 million in 2024. On a linked quarter basis, deposits grew by $156.5 million, or 4.4% annualized. The loan to deposit ratio increased slightly to 88.5% at period end from 88.0% in the prior quarter.

    The Corporation’s Allowance for Credit Losses – Loans (ACL) totaled $192.8 million as of quarter-end, or 1.50% of total loans, an increase of $4.9 million from prior quarter. Loan charge-offs, net of recoveries totaled $0.8 million and provision for loans of $5.7 million was recorded during the quarter. Reserves for unfunded commitments totaled $18.0 million declining during the quarter due to reserve release of $1.5 million. Net provision for the quarter totaled $4.2 million. Non-performing assets to total assets were 43 basis points for the fourth quarter of 2024, an increase of eight basis points compared to 35 basis points in the prior quarter.

    Net interest income totaled $134.4 million for the quarter, an increase of $3.3 million, or 2.5%, compared to the prior quarter and an increase of $4.3 million, or 3.3%, compared to the fourth quarter of 2023. Fully taxable equivalent net interest margin was 3.28%, an increase of five basis points compared to the third quarter of 2024, and an increase of 12 basis points compared to the fourth quarter of 2023. The increase in net interest margin compared to the third quarter was due to lower funding costs and a more favorable earning asset and funding mix.

    Noninterest income totaled $42.7 million for the quarter, an increase of $17.9 million compared to the third quarter of 2024 and an increase of $16.3 million compared to the fourth quarter of 2023. When excluding non-core income from each period, noninterest income totaled $34.4 million for the quarter, an increase of $0.4 million compared to third quarter of 2024, and an increase of $5.6 million compared to the fourth quarter of 2023. The increase in core noninterest income over the fourth quarter of 2023 was primarily due to an increase in gains on sales of loans and CRA investment income.

    Noninterest expense totaled $96.3 million for the quarter, an increase of $1.7 million from the third quarter of 2024 and a decrease of $11.8 million from the fourth quarter of 2023. The increase in the linked quarter was from higher marketing costs and other one-time operating expenses. The decrease from the fourth quarter of 2023 was due to one-time charges incurred in the prior year which included an FDIC special assessment, early retirement and severance costs, and a lease termination.

    The Corporation’s total risk-based capital ratio totaled 13.31%, common equity tier 1 capital ratio totaled 11.43%, and the tangible common equity ratio totaled 8.81%. These ratios continue to reflect the Corporation’s strong liquidity and capital positions.

    1 See “Non-GAAP Financial Information” for reconciliation

    CONFERENCE CALL

    First Merchants Corporation will conduct a fourth quarter earnings conference call and webcast at 11:30 a.m. (ET) on Thursday, January 30, 2025.

    To access via phone, participants will need to register using the following link where they will be provided a phone number and access code: (https://register.vevent.com/register/BIc49ad0293a7844dca2e7171f51e600dd95f36e86b6)

    To view the webcast and presentation slides, please go to (https://edge.media-server.com/mmc/p/9t5v76m2) during the time of the call. A replay of the webcast will be available until January 30, 2026.

    Detailed financial results are reported on the attached pages.

    About First Merchants Corporation

    First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation has one full-service bank charter, First Merchants Bank. The Bank also operates as First Merchants Private Wealth Advisors (as a division of First Merchants Bank).

    First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).

    FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.

    Forward-Looking Statements

    This release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These statements include statements about First Merchants’ goals, intentions and expectations; statements regarding the First Merchants’ business plan and growth strategies; statements regarding the asset quality of First Merchants’ loan and investment portfolios; and estimates of First Merchants’ risks and future costs and benefits. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the credit worthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to bank holding companies and banks like First Merchants’ affiliate bank; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity (including the ability to grow and maintain core deposits and retain large, uninsured deposits), credit and interest rate risks associated with the First Merchants’ business; and other risks and factors identified in each of First Merchants’ filings with the Securities and Exchange Commission. First Merchants does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this press release. In addition, First Merchants’ past results of operations do not necessarily indicate its anticipated future results.

    CONSOLIDATED BALANCE SHEETS      
    (Dollars In Thousands) December 31,
        2024       2023  
    ASSETS      
    Cash and due from banks $ 87,616     $ 112,649  
    Interest-bearing deposits   298,891       436,080  
    Investment securities, net of allowance for credit losses of $245,000 and $245,000   3,460,695       3,811,364  
    Loans held for sale   18,663       18,934  
    Loans   12,854,359       12,486,027  
    Less: Allowance for credit losses – loans   (192,757 )     (204,934 )
    Net loans   12,661,602       12,281,093  
    Premises and equipment   129,743       133,896  
    Federal Home Loan Bank stock   41,690       41,769  
    Interest receivable   91,829       97,664  
    Goodwill and other intangibles   731,830       739,101  
    Cash surrender value of life insurance   304,906       306,301  
    Other real estate owned   4,948       4,831  
    Tax asset, deferred and receivable   92,387       99,883  
    Other assets   387,169       322,322  
    TOTAL ASSETS $ 18,311,969     $ 18,405,887  
    LIABILITIES      
    Deposits:      
    Noninterest-bearing $ 2,325,579     $ 2,500,062  
    Interest-bearing   12,196,047       12,321,391  
    Total Deposits   14,521,626       14,821,453  
    Borrowings:      
    Federal funds purchased   99,226       —  
    Securities sold under repurchase agreements   142,876       157,280  
    Federal Home Loan Bank advances   822,554       712,852  
    Subordinated debentures and other borrowings   93,529       158,644  
    Total Borrowings   1,158,185       1,028,776  
    Interest payable   16,102       18,912  
    Other liabilities   311,073       289,033  
    Total Liabilities   16,006,986       16,158,174  
    STOCKHOLDERS’ EQUITY      
    Preferred Stock, $1,000 par value, $1,000 liquidation value:      
    Authorized — 600 cumulative shares      
    Issued and outstanding – 125 cumulative shares   125       125  
    Preferred Stock, Series A, no par value, $2,500 liquidation preference:      
    Authorized — 10,000 non-cumulative perpetual shares      
    Issued and outstanding – 10,000 non-cumulative perpetual shares   25,000       25,000  
    Common Stock, $.125 stated value:      
    Authorized — 100,000,000 shares      
    Issued and outstanding – 57,974,535 and 59,424,122 shares   7,247       7,428  
    Additional paid-in capital   1,188,768       1,236,506  
    Retained earnings   1,272,528       1,154,624  
    Accumulated other comprehensive loss   (188,685 )     (175,970 )
    Total Stockholders’ Equity   2,304,983       2,247,713  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 18,311,969     $ 18,405,887  
     
    CONSOLIDATED STATEMENTS OF INCOME Three Months Ended   Twelve Months Ended
    (Dollars In Thousands, Except Per Share Amounts) December 31,   December 31,
        2024       2023       2024       2023  
    INTEREST INCOME              
    Loans:              
    Taxable $ 197,536     $ 197,523     $ 803,652     $ 747,837  
    Tax-exempt   9,020       8,197       34,262       31,954  
    Investment securities:              
    Taxable   9,024       8,644       36,086       35,207  
    Tax-exempt   12,754       13,821       53,487       58,117  
    Deposits with financial institutions   5,350       8,034       16,992       17,719  
    Federal Home Loan Bank stock   958       771       3,527       3,052  
    Total Interest Income   234,642       236,990       948,006       893,886  
    INTEREST EXPENSE              
    Deposits   89,835       96,655       386,127       306,092  
    Federal funds purchased   26       1       481       1,421  
    Securities sold under repurchase agreements   680       827       3,057       3,451  
    Federal Home Loan Bank advances   8,171       6,431       29,886       27,206  
    Subordinated debentures and other borrowings   1,560       3,013       7,341       10,316  
    Total Interest Expense   100,272       106,927       426,892       348,486  
    NET INTEREST INCOME   134,370       130,063       521,114       545,400  
    Provision for credit losses   4,200       1,500       35,700       3,500  
    NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES   130,170       128,563       485,414       541,900  
    NONINTEREST INCOME              
    Service charges on deposit accounts   8,124       7,690       32,606       30,837  
    Fiduciary and wealth management fees   8,665       8,187       34,215       30,840  
    Card payment fees   4,957       4,437       19,317       18,862  
    Net gains and fees on sales of loans   5,681       4,111       20,840       15,659  
    Derivative hedge fees   1,594       1,049       3,082       3,385  
    Other customer fees   316       237       1,547       1,880  
    Earnings on cash surrender value of life insurance   2,188       3,202       8,464       8,347  
    Net realized losses on sales of available for sale securities   (11,592 )     (2,317 )     (20,757 )     (6,930 )
    Gain on branch sale   19,983       —       19,983       —  
    Other income (loss)   2,826       (152 )     6,283       2,722  
    Total Noninterest Income   42,742       26,444       125,580       105,602  
    NONINTEREST EXPENSES              
    Salaries and employee benefits   55,437       60,967       221,167       228,745  
    Net occupancy   7,335       9,089       28,387       29,859  
    Equipment   7,028       6,108       26,802       24,113  
    Marketing   2,582       2,647       7,389       7,427  
    Outside data processing fees   6,029       5,875       27,140       25,165  
    Printing and office supplies   377       402       1,462       1,552  
    Intangible asset amortization   1,771       2,182       7,271       8,743  
    FDIC assessments   3,744       7,557       15,029       14,674  
    Other real estate owned and foreclosure expenses   227       1,743       2,076       3,318  
    Professional and other outside services   3,777       3,981       14,586       16,172  
    Other expenses   7,982       7,552       27,957       28,502  
    Total Noninterest Expenses   96,289       108,103       379,266       388,270  
    INCOME BEFORE INCOME TAX   76,623       46,904       231,728       259,232  
    Income tax expense   12,274       4,425       30,326       35,446  
    NET INCOME   64,349       42,479       201,402       223,786  
    Preferred stock dividends   469       469       1,875       1,875  
    NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 63,880     $ 42,010     $ 199,527     $ 221,911  
    Per Share Data:              
    Basic Net Income Available to Common Stockholders $ 1.10     $ 0.71     $ 3.42     $ 3.74  
    Diluted Net Income Available to Common Stockholders $ 1.10     $ 0.71     $ 3.41     $ 3.73  
    Cash Dividends Paid to Common Stockholders $ 0.35     $ 0.34     $ 1.39     $ 1.34  
    Average Diluted Common Shares Outstanding (in thousands)   58,247       59,556       58,533       59,489  
     
    FINANCIAL HIGHLIGHTS              
    (Dollars in thousands) Three Months Ended   Twelve Months Ended
      December 31,   December 31,
        2024       2023       2024       2023  
    NET CHARGE-OFFS $ 771     $ 3,148     $ 49,377     $ 25,643  
                   
    AVERAGE BALANCES:              
    Total Assets $ 18,478,303     $ 18,397,200     $ 18,400,495     $ 18,186,507  
    Total Loans   12,757,676       12,396,451       12,634,324       12,297,974  
    Total Earning Assets   17,089,198       17,222,714       17,054,267       16,991,787  
    Total Deposits   14,788,294       15,000,580       14,816,564       14,721,498  
    Total Stockholders’ Equity   2,312,270       2,130,993       2,252,491       2,127,262  
                   
    FINANCIAL RATIOS:              
    Return on Average Assets   1.39 %     0.92 %     1.09 %     1.23 %
    Return on Average Stockholders’ Equity   11.05       7.89       8.86       10.43  
    Return on Tangible Common Stockholders’ Equity   16.75       12.75       13.71       16.76  
    Average Earning Assets to Average Assets   92.48       93.62       92.68       93.43  
    Allowance for Credit Losses – Loans as % of Total Loans   1.50       1.64       1.50       1.64  
    Net Charge-offs as % of Average Loans (Annualized)   0.02       0.10       0.39       0.21  
    Average Stockholders’ Equity to Average Assets   12.51       11.58       12.24       11.70  
    Tax Equivalent Yield on Average Earning Assets   5.63       5.64       5.69       5.40  
    Interest Expense/Average Earning Assets   2.35       2.48       2.50       2.05  
    Net Interest Margin (FTE) on Average Earning Assets   3.28       3.16       3.19       3.35  
    Efficiency Ratio   48.48       63.26       53.55       55.17  
    Tangible Common Book Value Per Share $ 26.78     $ 25.06     $ 26.78     $ 25.06  
     
    NONPERFORMING ASSETS                  
    (Dollars In Thousands) December 31,   September 30,   June 30,   March 31,   December 31,
        2024       2024       2024       2024       2023  
    Nonaccrual Loans $ 73,773     $ 59,088     $ 61,906     $ 62,478     $ 53,580  
    Other Real Estate Owned and Repossessions   4,948       5,247       4,824       4,886       4,831  
    Nonperforming Assets (NPA)   78,721       64,335       66,730       67,364       58,411  
    90+ Days Delinquent   5,902       14,105       1,686       2,838       172  
    NPAs & 90 Day Delinquent $ 84,623     $ 78,440     $ 68,416     $ 70,202     $ 58,583  
                       
    Allowance for Credit Losses – Loans $ 192,757     $ 187,828     $ 189,537     $ 204,681     $ 204,934  
    Quarterly Net Charge-offs   771       6,709       39,644       2,253       3,148  
    NPAs / Actual Assets %   0.43 %     0.35 %     0.36 %     0.37 %     0.32 %
    NPAs & 90 Day / Actual Assets %   0.46 %     0.43 %     0.37 %     0.38 %     0.32 %
    NPAs / Actual Loans and OREO %   0.61 %     0.51 %     0.53 %     0.54 %     0.47 %
    Allowance for Credit Losses – Loans / Actual Loans (%)   1.50 %     1.48 %     1.50 %     1.64 %     1.64 %
    Net Charge-offs as % of Average Loans (Annualized)   0.02 %     0.21 %     1.26 %     0.07 %     0.10 %
     
    CONSOLIDATED BALANCE SHEETS                  
    (Dollars In Thousands) December 31,   September 30,   June 30,   March 31,   December 31,
        2024       2024       2024       2024       2023  
    ASSETS                  
    Cash and due from banks $ 87,616     $ 84,719     $ 105,372     $ 100,514     $ 112,649  
    Interest-bearing deposits   298,891       359,126       168,528       410,497       436,080  
    Investment securities, net of allowance for credit losses   3,460,695       3,662,145       3,753,088       3,783,574       3,811,364  
    Loans held for sale   18,663       40,652       32,292       15,118       18,934  
    Loans   12,854,359       12,646,808       12,639,650       12,465,582       12,486,027  
    Less: Allowance for credit losses – loans   (192,757 )     (187,828 )     (189,537 )     (204,681 )     (204,934 )
    Net loans   12,661,602       12,458,980       12,450,113       12,260,901       12,281,093  
    Premises and equipment   129,743       129,582       133,245       132,706       133,896  
    Federal Home Loan Bank stock   41,690       41,716       41,738       41,758       41,769  
    Interest receivable   91,829       92,055       97,546       92,550       97,664  
    Goodwill and other intangibles   731,830       733,601       735,373       737,144       739,101  
    Cash surrender value of life insurance   304,906       304,613       306,379       306,028       306,301  
    Other real estate owned   4,948       5,247       4,824       4,886       4,831  
    Tax asset, deferred and receivable   92,387       86,732       107,080       101,121       99,883  
    Other assets   387,169       348,384       367,845       331,006       322,322  
    TOTAL ASSETS $ 18,311,969     $ 18,347,552     $ 18,303,423     $ 18,317,803     $ 18,405,887  
    LIABILITIES                  
    Deposits:                  
    Noninterest-bearing $ 2,325,579     $ 2,334,197     $ 2,303,313     $ 2,338,364     $ 2,500,062  
    Interest-bearing   12,196,047       12,030,903       12,265,757       12,546,220       12,321,391  
    Total Deposits   14,521,626       14,365,100       14,569,070       14,884,584       14,821,453  
    Borrowings:                  
    Federal funds purchased   99,226       30,000       147,229       —       —  
    Securities sold under repurchase agreements   142,876       124,894       100,451       130,264       157,280  
    Federal Home Loan Bank advances   822,554       832,629       832,703       612,778       712,852  
    Subordinated debentures and other borrowings   93,529       93,562       93,589       118,612       158,644  
    Total Borrowings   1,158,185       1,081,085       1,173,972       861,654       1,028,776  
    Deposits and other liabilities held for sale   —       288,476       —       —       —  
    Interest payable   16,102       18,089       18,554       19,262       18,912  
    Other liabilities   311,073       292,429       329,302       327,500       289,033  
    Total Liabilities   16,006,986       16,045,179       16,090,898       16,093,000       16,158,174  
    STOCKHOLDERS’ EQUITY                  
    Preferred Stock, $1,000 par value, $1,000 liquidation value:                  
    Authorized — 600 cumulative shares                  
    Issued and outstanding – 125 cumulative shares   125       125       125       125       125  
    Preferred Stock, Series A, no par value, $2,500 liquidation preference:                  
    Authorized — 10,000 non-cumulative perpetual shares                  
    Issued and outstanding – 10,000 non-cumulative perpetual shares   25,000       25,000       25,000       25,000       25,000  
    Common Stock, $.125 stated value:                  
    Authorized — 100,000,000 shares                  
    Issued and outstanding   7,247       7,265       7,256       7,321       7,428  
    Additional paid-in capital   1,188,768       1,192,683       1,191,193       1,208,447       1,236,506  
    Retained earnings   1,272,528       1,229,125       1,200,930       1,181,939       1,154,624  
    Accumulated other comprehensive loss   (188,685 )     (151,825 )     (211,979 )     (198,029 )     (175,970 )
    Total Stockholders’ Equity   2,304,983       2,302,373       2,212,525       2,224,803       2,247,713  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 18,311,969     $ 18,347,552     $ 18,303,423     $ 18,317,803     $ 18,405,887  
                       
    CONSOLIDATED STATEMENTS OF INCOME                  
    (Dollars In Thousands, Except Per Share Amounts) December 31,   September 30,   June 30,   March 31,   December 31,
        2024       2024       2024       2024       2023  
    INTEREST INCOME                  
    Loans:                  
    Taxable $ 197,536     $ 206,680     $ 201,413     $ 198,023     $ 197,523  
    Tax-exempt   9,020       8,622       8,430       8,190       8,197  
    Investment securities:                  
    Taxable   9,024       9,263       9,051       8,748       8,644  
    Tax-exempt   12,754       13,509       13,613       13,611       13,821  
    Deposits with financial institutions   5,350       2,154       2,995       6,493       8,034  
    Federal Home Loan Bank stock   958       855       879       835       771  
    Total Interest Income   234,642       241,083       236,381       235,900       236,990  
    INTEREST EXPENSE                  
    Deposits   89,835       98,856       99,151       98,285       96,655  
    Federal funds purchased   26       329       126       —       1  
    Securities sold under repurchase agreements   680       700       645       1,032       827  
    Federal Home Loan Bank advances   8,171       8,544       6,398       6,773       6,431  
    Subordinated debentures and other borrowings   1,560       1,544       1,490       2,747       3,013  
    Total Interest Expense   100,272       109,973       107,810       108,837       106,927  
    NET INTEREST INCOME   134,370       131,110       128,571       127,063       130,063  
    Provision for credit losses   4,200       5,000       24,500       2,000       1,500  
    NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES   130,170       126,110       104,071       125,063       128,563  
    NONINTEREST INCOME                  
    Service charges on deposit accounts   8,124       8,361       8,214       7,907       7,690  
    Fiduciary and wealth management fees   8,665       8,525       8,825       8,200       8,187  
    Card payment fees   4,957       5,121       4,739       4,500       4,437  
    Net gains and fees on sales of loans   5,681       6,764       5,141       3,254       4,111  
    Derivative hedge fees   1,594       736       489       263       1,049  
    Other customer fees   316       344       460       427       237  
    Earnings on cash surrender value of life insurance   2,188       2,755       1,929       1,592       3,202  
    Net realized losses on sales of available for sale securities   (11,592 )     (9,114 )     (49 )     (2 )     (2,317 )
    Gain on branch sale   19,983       —       —       —       —  
    Other income (loss)   2,826       1,374       1,586       497       (152 )
    Total Noninterest Income   42,742       24,866       31,334       26,638       26,444  
    NONINTEREST EXPENSES                  
    Salaries and employee benefits   55,437       55,223       52,214       58,293       60,967  
    Net occupancy   7,335       6,994       6,746       7,312       9,089  
    Equipment   7,028       6,949       6,599       6,226       6,108  
    Marketing   2,582       1,836       1,773       1,198       2,647  
    Outside data processing fees   6,029       7,150       7,072       6,889       5,875  
    Printing and office supplies   377       378       354       353       402  
    Intangible asset amortization   1,771       1,772       1,771       1,957       2,182  
    FDIC assessments   3,744       3,720       3,278       4,287       7,557  
    Other real estate owned and foreclosure expenses   227       942       373       534       1,743  
    Professional and other outside services   3,777       3,035       3,822       3,952       3,981  
    Other expenses   7,982       6,630       7,411       5,934       7,552  
    Total Noninterest Expenses   96,289       94,629       91,413       96,935       108,103  
    INCOME BEFORE INCOME TAX   76,623       56,347       43,992       54,766       46,904  
    Income tax expense   12,274       7,160       4,067       6,825       4,425  
    NET INCOME   64,349       49,187       39,925       47,941       42,479  
    Preferred stock dividends   469       468       469       469       469  
    NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 63,880     $ 48,719     $ 39,456     $ 47,472     $ 42,010  
    Per Share Data:                  
    Basic Net Income Available to Common Stockholders $ 1.10     $ 0.84     $ 0.68     $ 0.80     $ 0.71  
    Diluted Net Income Available to Common Stockholders $ 1.10     $ 0.84     $ 0.68     $ 0.80     $ 0.71  
    Cash Dividends Paid to Common Stockholders $ 0.35     $ 0.35     $ 0.35     $ 0.34     $ 0.34  
    Average Diluted Common Shares Outstanding (in thousands)   58,247       58,289       58,328       59,273       59,556  
    FINANCIAL RATIOS:                  
    Return on Average Assets   1.39 %     1.07 %     0.87 %     1.04 %     0.92 %
    Return on Average Stockholders’ Equity   11.05       8.66       7.16       8.47       7.89  
    Return on Tangible Common Stockholders’ Equity   16.75       13.39       11.29       13.21       12.75  
    Average Earning Assets to Average Assets   92.48       92.54       92.81       92.91       93.62  
    Allowance for Credit Losses – Loans as % of Total Loans   1.50       1.48       1.50       1.64       1.64  
    Net Charge-offs as % of Average Loans (Annualized)   0.02       0.21       1.26       0.07       0.10  
    Average Stockholders’ Equity to Average Assets   12.51       12.26       12.02       12.17       11.58  
    Tax Equivalent Yield on Average Earning Assets   5.63       5.82       5.69       5.65       5.64  
    Interest Expense/Average Earning Assets   2.35       2.59       2.53       2.55       2.48  
    Net Interest Margin (FTE) on Average Earning Assets   3.28       3.23       3.16       3.10       3.16  
    Efficiency Ratio   48.48       53.76       53.84       59.21       63.26  
    Tangible Common Book Value Per Share $ 26.78     $ 26.64     $ 25.10     $ 25.07     $ 25.06  
    LOANS                  
    (Dollars In Thousands) December 31,   September 30,   June 30,   March 31,   December 31,
        2024       2024       2024       2024       2023  
    Commercial and industrial loans $ 4,114,292     $ 4,041,217     $ 3,949,817     $ 3,722,365     $ 3,670,948  
    Agricultural land, production and other loans to farmers   256,312       238,743       239,926       234,431       263,414  
    Real estate loans:                  
    Construction   792,144       814,704       823,267       941,726       957,545  
    Commercial real estate, non-owner occupied   2,274,016       2,251,351       2,323,533       2,368,360       2,400,839  
    Commercial real estate, owner occupied   1,157,944       1,152,751       1,174,195       1,137,894       1,162,083  
    Residential   2,374,729       2,366,943       2,370,905       2,316,490       2,288,921  
    Home equity   659,811       641,188       631,104       618,258       617,571  
    Individuals’ loans for household and other personal expenditures   166,028       158,480       162,089       161,459       168,388  
    Public finance and other commercial loans   1,059,083       981,431       964,814       964,599       956,318  
    Loans   12,854,359       12,646,808       12,639,650       12,465,582       12,486,027  
    Allowance for credit losses – loans   (192,757 )     (187,828 )     (189,537 )     (204,681 )     (204,934 )
    NET LOANS $ 12,661,602     $ 12,458,980     $ 12,450,113     $ 12,260,901     $ 12,281,093  
     
    DEPOSITS                  
    (Dollars In Thousands) December 31,   September 30,   June 30,   March 31,   December 31,
      2024   2024   2024   2024   2023
    Demand deposits $ 7,980,061   $ 7,678,510   $ 7,757,679   $ 7,771,976   $ 7,965,862
    Savings deposits   4,522,758     4,302,236     4,339,161     4,679,593     4,516,433
    Certificates and other time deposits of $100,000 or more   1,043,068     1,277,833     1,415,131     1,451,443     1,408,985
    Other certificates and time deposits   692,068     802,949     889,949     901,280     849,906
    Brokered certificates of deposits1   283,671     303,572     167,150     80,292     80,267
    TOTAL DEPOSITS2 $ 14,521,626   $ 14,365,100   $ 14,569,070   $ 14,884,584   $ 14,821,453

    1 – Total brokered deposits of $955.7 million, which includes brokered CD’s of $283.7 million at December 31, 2024.
    2 – Total deposits at September 30, 2024 excluded $287.7 million of deposits reclassified to Deposits and other liabilities held for sale related to the Illinois branch sale. The sale of $267.4 million of deposits associated with the Illinois branch sale was subsequently completed on December 6, 2024.

    CONSOLIDATED AVERAGE BALANCE SHEET AND NET INTEREST MARGIN ANALYSIS            
    (Dollars in Thousands)                      
      For the Three Months Ended
      December 31, 2024   December 31, 2023
      Average Balance   Interest
    Income /
    Expense    		   Average
    Rate    		   Average Balance   Interest
    Income /
    Expense    		   Average
    Rate
    ASSETS                      
    Interest-bearing deposits $ 522,868   $ 5,350   4.09 %   $ 700,705   $ 8,034   4.59 %
    Federal Home Loan Bank stock   41,703     958   9.19       41,792     771   7.38  
    Investment Securities:(1)                      
    Taxable   1,677,554     9,024   2.15       1,801,533     8,644   1.92  
    Tax-exempt(2)   2,089,397     16,144   3.09       2,282,233     17,495   3.07  
    Total Investment Securities   3,766,951     25,168   2.67       4,083,766     26,139   2.56  
    Loans held for sale   36,219     550   6.07       16,355     246   6.02  
    Loans:(3)                      
    Commercial   8,753,723     156,414   7.15       8,533,233     159,190   7.46  
    Real estate mortgage   2,177,351     24,401   4.48       2,118,060     21,829   4.12  
    HELOC and installment   841,537     16,171   7.69       820,728     16,258   7.92  
    Tax-exempt(2)   948,846     11,418   4.81       908,075     10,376   4.57  
    Total Loans   12,757,676     208,954   6.55       12,396,451     207,899   6.71  
    Total Earning Assets   17,089,198     240,430   5.63 %     17,222,714     242,843   5.64 %
    Total Non-Earning Assets   1,389,105             1,174,486        
    TOTAL ASSETS $ 18,478,303           $ 18,397,200        
    LIABILITIES                      
    Interest-Bearing Deposits:                      
    Interest-bearing deposits $ 5,564,228   $ 37,049   2.66 %   $ 5,504,725   $ 40,996   2.98 %
    Money market deposits   3,189,334     25,463   3.19       3,096,085     27,909   3.61  
    Savings deposits   1,362,705     3,102   0.91       1,587,758     3,913   0.99  
    Certificates and other time deposits   2,313,284     24,221   4.19       2,225,528     23,837   4.28  
    Total Interest-Bearing Deposits   12,429,551     89,835   2.89       12,414,096     96,655   3.11  
    Borrowings   1,049,677     10,437   3.98       1,013,856     10,272   4.05  
    Total Interest-Bearing Liabilities   13,479,228     100,272   2.98       13,427,952     106,927   3.19  
    Noninterest-bearing deposits   2,358,743             2,586,484        
    Other liabilities   328,062             251,771        
    Total Liabilities   16,166,033             16,266,207        
    STOCKHOLDERS’ EQUITY   2,312,270             2,130,993        
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 18,478,303     100,272       $ 18,397,200     106,927    
    Net Interest Income (FTE)     $ 140,158           $ 135,916    
    Net Interest Spread (FTE)(4)         2.65 %           2.45 %
                           
    Net Interest Margin (FTE):                      
    Interest Income (FTE) / Average Earning Assets         5.63 %           5.64 %
    Interest Expense / Average Earning Assets         2.35 %           2.48 %
    Net Interest Margin (FTE)(5)         3.28 %           3.16 %
                           
    (1)Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed using a 30/360 day basis.
    (2)Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2024 and 2023. These totals equal $5,788 and $5,853 for the three months ended December 31, 2024 and 2023, respectively.
    (3)Non accruing loans have been included in the average balances.
    (4)Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.
    (5)Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.
     
                           
    CONSOLIDATED AVERAGE BALANCE SHEET AND NET INTEREST MARGIN ANALYSIS            
    (Dollars in Thousands)                      
      For the Twelve Months Ended
      December 31, 2024   December 31, 2023
      Average Balance   Interest
    Income /
    Expense    		   Average
    Rate    		   Average Balance   Interest
    Income /
    Expense    		   Average
    Rate
    Assets:                      
    Interest-bearing deposits $ 418,163   $ 16,992   4.06 %   $ 431,581   $ 17,719   4.11 %
    Federal Home Loan Bank stock   41,736     3,527   8.45       41,319     3,052   7.39  
    Investment Securities:(1)                      
    Taxable   1,759,578     36,086   2.05       1,854,438     35,207   1.90  
    Tax-exempt(2)   2,200,466     67,705   3.08       2,366,475     73,566   3.11  
    Total Investment Securities   3,960,044     103,791   2.62       4,220,913     108,773   2.58  
    Loans held for sale   29,650     1,792   6.04       21,766     1,292   5.94  
    Loans:(3)                      
    Commercial   8,687,638     641,393   7.38       8,519,706     603,611   7.08  
    Real estate mortgage   2,158,743     94,890   4.40       2,035,488     82,183   4.04  
    HELOC and installment   830,079     65,577   7.90       830,006     60,751   7.32  
    Tax-exempt(2)   928,214     43,370   4.67       891,008     40,448   4.54  
    Total Loans   12,634,324     847,022   6.70       12,297,974     788,285   6.41  
    Total Earning Assets   17,054,267     971,332   5.69 %     16,991,787     917,829   5.40 %
    Total Non-Earning Assets   1,346,228             1,194,720        
    Total Assets $ 18,400,495           $ 18,186,507        
    Liabilities:                      
    Interest-Bearing deposits:                      
    Interest-bearing deposits $ 5,506,492   $ 157,984   2.87 %   $ 5,435,733   $ 138,012   2.54 %
    Money market deposits   3,061,461     106,026   3.46       2,884,271     83,777   2.90  
    Savings deposits   1,463,707     14,587   1.00       1,694,230     14,606   0.86  
    Certificates and other time deposits   2,413,900     107,530   4.45       1,923,268     69,697   3.62  
    Total Interest-Bearing Deposits   12,445,560     386,127   3.10       11,937,502     306,092   2.56  
    Borrowings   1,005,017     40,765   4.06       1,111,472     42,394   3.81  
    Total Interest-Bearing Liabilities   13,450,577     426,892   3.17       13,048,974     348,486   2.67  
    Noninterest-bearing deposits   2,371,004             2,783,996        
    Other liabilities   326,423             226,275        
    Total Liabilities   16,148,004             16,059,245        
    Stockholders’ Equity   2,252,491             2,127,262        
    Total Liabilities and Stockholders’ Equity $ 18,400,495     426,892       $ 18,186,507     348,486    
    Net Interest Income (FTE)     $ 544,440           $ 569,343    
    Net Interest Spread (FTE)(4)         2.52 %           2.73 %
                           
    Net Interest Margin (FTE):                      
    Interest Income (FTE) / Average Earning Assets         5.69 %           5.40 %
    Interest Expense / Average Earning Assets         2.50 %           2.05 %
    Net Interest Margin (FTE)(5)         3.19 %           3.35 %
                           
    (1)Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed using a 30/360 day basis.
    (2)Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2024 and 2023. These totals equal $23,326 and $23,943 for the years ended December 31, 2024 and 2023, respectively.
    (3)Non accruing loans have been included in the average balances.           
    (4)Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.
    (5)Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.
     
    ADJUSTED NET INCOME AND DILUTED EARNINGS PER COMMON SHARE – NON-GAAP
    (Dollars In Thousands, Except Per Share Amounts) Three Months Ended   Twelve Months Ended
      December 31,   September 30,   June 30,   March 31,   December 31,   December 31,   December 31,
        2024       2024       2024       2024       2023       2024       2023  
    Net Income Available to Common Stockholders – GAAP $ 63,880     $ 48,719     $ 39,456     $ 47,472     $ 42,010     $ 199,527     $ 221,911  
    Adjustments:                          
    PPP loan income   —       —       —       —       (7 )     —       (49 )
    Net realized losses on sales of available for sale securities   11,592       9,114       49       2       2,317       20,757       6,930  
    Gain on branch sale   (19,983 )     —       —       —       —       (19,983 )     —  
    Non-core expenses1,2,3   762       —       —       3,481       12,682       4,243       12,682  
    Tax on adjustments   1,851       (2,220 )     (12 )     (848 )     (3,652 )     (1,229 )     (4,767 )
    Adjusted Net Income Available to Common Stockholders – Non-GAAP $ 58,102     $ 55,613     $ 39,493     $ 50,107     $ 53,350     $ 203,315     $ 236,707  
                               
    Average Diluted Common Shares Outstanding (in thousands)   58,247       58,289       58,328       59,273       59,556       58,533       59,489  
                               
    Diluted Earnings Per Common Share – GAAP $ 1.10     $ 0.84     $ 0.68     $ 0.80     $ 0.71     $ 3.41     $ 3.73  
    Adjustments:                          
    PPP loan income   —       —       —       —       —       —       —  
    Net realized losses on sales of available for sale securities   0.20       0.15       —       —       0.04       0.35       0.12  
    Gain on branch sale   (0.34 )     —       —       —       —       (0.34 )     —  
    Non-core expenses1,2,3   0.01       —       —       0.06       0.21       0.07       0.21  
    Tax on adjustments   0.03       (0.04 )     —       (0.01 )     (0.06 )     (0.02 )     (0.08 )
    Adjusted Diluted Earnings Per Common Share – Non-GAAP $ 1.00     $ 0.95     $ 0.68     $ 0.85     $ 0.90     $ 3.47     $ 3.98  

    1 – Non-core expenses in 4Q24 included $0.8 million of costs directly related to the branch sale.
    2 – Non-core expenses in 1Q24 included $2.4 million from duplicative online banking conversion costs and $1.1 million from the FDIC special assessment.
    3 – Non-core expenses in 4Q23 included $6.3 million from early retirement and severance costs, $4.3 million from the FDIC special assessment, and $2.1 million from a lease termination.

    NET INTEREST MARGIN (“NIM”), ADJUSTED                
    (Dollars in Thousands)                
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   June 30,   March 31,   December 31,   December 31,   December 31,
        2024       2024       2024       2024       2023       2024       2023  
    Net Interest Income (GAAP) $ 134,370     $ 131,110     $ 128,571     $ 127,063     $ 130,063     $ 521,114     $ 545,400  
    Fully Taxable Equivalent (“FTE”) Adjustment   5,788       5,883       5,859       5,795       5,853       23,326       23,943  
    Net Interest Income (FTE) (non-GAAP) $ 140,158     $ 136,993     $ 134,430     $ 132,858     $ 135,916     $ 544,440     $ 569,343  
                               
    Average Earning Assets (GAAP) $ 17,089,198     $ 16,990,358     $ 17,013,984     $ 17,123,851     $ 17,222,714     $ 17,054,267     $ 16,991,787  
    Net Interest Margin (GAAP)   3.15 %     3.09 %     3.02 %     2.97 %     3.02 %     3.06 %     3.21 %
    Net Interest Margin (FTE) (non-GAAP)   3.28 %     3.23 %     3.16 %     3.10 %     3.16 %     3.19 %     3.35 %
     
    RETURN ON TANGIBLE COMMON EQUITY – NON-GAAP
    (Dollars In Thousands) Three Months Ended   Twelve Months Ended
      December 31,   September 30,   June 30,   March 31,   December 31,   December 31,   December 31,
        2024       2024       2024       2024       2023       2024       2023  
    Total Average Stockholders’ Equity (GAAP) $ 2,312,270     $ 2,251,547     $ 2,203,361     $ 2,242,139     $ 2,130,993     $ 2,252,491     $ 2,127,262  
    Less: Average Preferred Stock   (25,125 )     (25,125 )     (25,125 )     (25,125 )     (25,125 )     (25,125 )     (25,125 )
    Less: Average Intangible Assets, Net of Tax   (728,218 )     (729,581 )     (730,980 )     (732,432 )     (734,007 )     (730,295 )     (736,601 )
    Average Tangible Common Equity, Net of Tax (Non-GAAP) $ 1,558,927     $ 1,496,841     $ 1,447,256     $ 1,484,582     $ 1,371,861     $ 1,497,071     $ 1,365,536  
                               
    Net Income Available to Common Stockholders (GAAP) $ 63,880     $ 48,719     $ 39,456     $ 47,472     $ 42,010     $ 199,527     $ 221,911  
    Plus: Intangible Asset Amortization, Net of Tax   1,399       1,399       1,399       1,546       1,724       5,744       6,906  
    Tangible Net Income (Non-GAAP) $ 65,279     $ 50,118     $ 40,855     $ 49,018     $ 43,734     $ 205,271     $ 228,817  
                               
    Return on Tangible Common Equity (Non-GAAP)   16.75 %     13.39 %     11.29 %     13.21 %     12.75 %     13.71 %     16.76 %
     
    EFFICIENCY RATIO – NON-GAAP                          
    (Dollars In Thousands) Three Months Ended   Twelve Months Ended
      December 31,   September 30,   June 30,   March 31,   December 31,   December 31,   December 31,
        2024       2024       2024       2024       2023       2024       2023  
    Non Interest Expense (GAAP) $ 96,289     $ 94,629     $ 91,413     $ 96,935     $ 108,103     $ 379,266     $ 388,270  
    Less: Intangible Asset Amortization   (1,771 )     (1,772 )     (1,771 )     (1,957 )     (2,182 )     (7,271 )     (8,743 )
    Less: OREO and Foreclosure Expenses   (227 )     (942 )     (373 )     (534 )     (1,743 )     (2,076 )     (3,318 )
    Adjusted Non Interest Expense (Non-GAAP) $ 94,291     $ 91,915     $ 89,269     $ 94,444     $ 104,178     $ 369,919     $ 376,209  
                               
    Net Interest Income (GAAP) $ 134,370     $ 131,110     $ 128,571     $ 127,063     $ 130,063     $ 521,114     $ 545,400  
    Plus: Fully Taxable Equivalent Adjustment   5,788       5,883       5,859       5,795       5,853       23,326       23,943  
    Net Interest Income on a Fully Taxable Equivalent Basis (Non-GAAP) $ 140,158     $ 136,993     $ 134,430     $ 132,858     $ 135,916     $ 544,440     $ 569,343  
                               
    Non Interest Income (GAAP) $ 42,742     $ 24,866     $ 31,334     $ 26,638     $ 26,444     $ 125,580     $ 105,602  
    Less: Investment Securities (Gains) Losses   11,592       9,114       49       2       2,317       20,757       6,930  
    Adjusted Non Interest Income (Non-GAAP) $ 54,334     $ 33,980     $ 31,383     $ 26,640     $ 28,761     $ 146,337     $ 112,532  
    Adjusted Revenue (Non-GAAP) $ 194,492     $ 170,973     $ 165,813     $ 159,498     $ 164,677     $ 690,777     $ 681,875  
    Efficiency Ratio (Non-GAAP)   48.48 %     53.76 %     53.84 %     59.21 %     63.26 %     53.55 %     55.17 %
                               
    Adjusted Non Interest Expense (Non-GAAP) $ 94,291     $ 91,915     $ 89,269     $ 94,444     $ 104,178     $ 369,919     $ 376,209  
    Less: Acquisition-related Expenses   —       —       —       —       —       —       —  
    Less: Non-core Expenses1,2,3   (762 )     —       —       (3,481 )     (12,682 )     (4,243 )     (12,682 )
    Adjusted Non Interest Expense Excluding Non-core Expenses (Non-GAAP) $ 93,529     $ 91,915     $ 89,269     $ 90,963     $ 91,496     $ 365,676     $ 363,527  
                               
    Adjusted Revenue (Non-GAAP) $ 194,492     $ 170,973     $ 165,813     $ 159,498     $ 164,677     $ 690,777     $ 681,875  
    Less: Gain on Branch Sale   (19,983 )     —       —       —       —       (19,983 )     —  
    Adjusted Revenue Excluding Gain on Branch Sale (Non-GAAP) $ 174,509     $ 170,973     $ 165,813     $ 159,498     $ 164,677     $ 670,794     $ 681,875  
    Adjusted Efficiency Ratio (Non-GAAP)   53.60 %     53.76 %     53.84 %     57.03 %     55.56 %     54.51 %     53.31 %

    1 – Non-core expenses in 4Q24 included $0.8 million of costs directly related to the branch sale.
    2 – Non-core expenses in 1Q24 included $2.4 million from duplicative online banking conversion costs and $1.1 million from the FDIC special assessment.
    3 – Non-core expenses in 4Q23 included $6.3 million from early retirement and severance costs, $4.3 million from the FDIC special assessment, and $2.1 million from a lease termination.

    For more information, contact:
    Nicole M. Weaver, Vice President and Director of Corporate Administration
    765-521-7619
    http://www.firstmerchants.com

    SOURCE: First Merchants Corporation, Muncie, Indiana

    The MIL Network –

  • MIL-OSI Russia: Financial News: December saw an expected cooling in corporate and consumer lending

    Translartion. Region: Russians Fedetion –

    Source: Central Bank of Russia –

    The corporate loan portfolio decreased by 0.2% in December due to the repayment of a number of large foreign currency loans. Overall, for 2024, growth was 17.9%, which is comparable to 2023. More than half of the growth came from segments that are less sensitive to rate increases – lending for investment programs that have already begun and housing construction.

    The effect of macroprudential restrictions and the increase in rates led to a reduction in unsecured consumer lending by 1.9%. However, given the high rates of lending dynamics observed in the spring and summer, by the end of 2024 the portfolio grew by 11.2%.

    Mortgages increased by a modest 0.4% over the month, with more than 80% of new loans coming from mortgages with state support. The annual growth slowed to 13.4%, which is significantly lower than the 2023 level, when the market was overheated due to massive state support. At the same time, the volume of loans issued in 2024 was comparable to 2020 and 2022.

    The population’s funds in banks grew by a significant 7.2%, which is due to the traditional advance payment of January social payments (including pensions and child benefits) and the payment of annual bonuses. At the end of the year, the growth was 26.1%, including due to an increase in the population’s income and high interest rates on deposits.

    In December, banks’ net profit fell sharply to 187 billion rubles due to losses from currency revaluation and increased operating expenses. In 2024, the sector earned 3.8 trillion rubles (excluding receipts from subsidiary banks). The total financial result, taking into account the negative revaluation of securities reflected directly in capital, was lower and amounted to 3.4 trillion rubles.

    Read more in the information and analytical material “On the development of the banking sector of the Russian Federation in December 2024”.

    Preview photo: liliya Vantsura / Shutterstock / Fotodom

    Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

    Please Note; This Information is Raw Content Directly from the Information Source. It is access to What the Source Is Stating and Does Not Reflect

    HTTPS: //vv. KBR.ru/Press/Event/? ID = 23324

    MIL OSI Russia News –

  • MIL-OSI Economics: RBI imposes monetary penalty on The Vadali Nagarik Sahakari Bank Ltd., Dist. Sabarkantha, Gujarat

    Source: Reserve Bank of India

    The Reserve Bank of India (RBI) has, by an order dated January 28, 2025, imposed a monetary penalty of ₹2.00 lakh (Rupees Two Lakh only) on The Vadali Nagarik Sahakari Bank Ltd., Dist. Sabarkantha, Gujarat (the bank) for non-compliance with certain directions issued by RBI on ‘Loans and Advances to directors, relatives and firms/concerns in which they are Interested’; ‘Placement of deposits with other banks by Primary (Urban) Co-operative Banks’ and ‘Know Your Customer (KYC)’. This penalty has been imposed in exercise of powers conferred in RBI under section 47A(1)(c) read with sections 46(4)(i) and 56 of the Banking Regulation Act, 1949.

    The statutory inspection of the bank was conducted by RBI with reference to its financial position as on March 31, 2023. Based on supervisory findings of non-compliance with RBI directions and related correspondence in that regard, a notice was issued to the bank advising it to show cause as to why penalty should not be imposed on it for its failure to comply with the said directions. After considering the bank’s reply to the notice and oral submissions made during the personal hearing, RBI found, inter alia, that the following charges against the bank were sustained, warranting imposition of monetary penalty:

    The bank had:

    1. sanctioned a loan wherein relative of its director stood as guarantor;

    2. failed to adhere to the prudential inter-bank (gross) and counterparty exposure limits; and

    3. failed to carry out periodic review of risk categorisation of certain accounts at least once in six months.

    This action is based on deficiencies in regulatory compliance and is not intended to pronounce upon the validity of any transaction or agreement entered into by the bank with its customers. Further, imposition of this monetary penalty is without prejudice to any other action that may be initiated by RBI against the bank.

    (Puneet Pancholy)  
    Chief General Manager

    Press Release: 2024-2025/2043

    MIL OSI Economics –

  • MIL-OSI Economics: RBI imposes monetary penalty on The Kosamba Mercantile Co-operative Bank Ltd., Dist. Surat, Gujarat

    Source: Reserve Bank of India

    The Reserve Bank of India (RBI) has, by an order dated January 28, 2025, imposed a monetary penalty of ₹2.00 lakh (Rupees Two Lakh only) on The Kosamba Mercantile Co-operative Bank Ltd., Dist. Surat, Gujarat (the bank) for non-compliance with certain directions issued by RBI on ‘Placement of Deposits with Other Banks by Primary (Urban) Co-operative Banks’ and ‘Know Your Customer (KYC)’. This penalty has been imposed in exercise of powers conferred in RBI under Section 47A(1)(c) read with Sections 46(4)(i) and 56 of the Banking Regulation Act, 1949.

    The statutory inspection of the bank was conducted by RBI with reference to its financial position as on March 31, 2023. Based on supervisory findings of non-compliance with RBI directions and related correspondence in that regard, a notice was issued to the bank advising it to show cause as to why penalty should not be imposed on it for its failure to comply with the said directions. After considering the bank’s reply to the notice and oral submissions made during the personal hearing, RBI found, inter alia, that the following charges against the bank were sustained, warranting imposition of monetary penalty:

    The bank had failed to:

    1. adhere to the prudential inter-bank (gross) and counterparty exposure limits;

    2. upload the KYC records of customers onto Central KYC Records Registry (CKYCR) within the prescribed time; and

    3. carry out periodic review of risk categorisation of accounts at least once in six months.

    This action is based on deficiencies in regulatory compliance and is not intended to pronounce upon the validity of any transaction or agreement entered into by the bank with its customers. Further, imposition of this monetary penalty is without prejudice to any other action that may be initiated by RBI against the bank.

    (Puneet Pancholy)  
    Chief General Manager

    Press Release: 2024-2025/2044

    MIL OSI Economics –

  • MIL-OSI Economics: RBI imposes monetary penalty on Shree Savli Nagrik Sahakari Bank Ltd., Dist. Vadodara, Gujarat

    Source: Reserve Bank of India

    The Reserve Bank of India (RBI) has, by an order dated January 27, 2025, imposed a monetary penalty of ₹2.10 lakh (Rupees Two Lakh Ten Thousand only) on Shree Savli Nagrik Sahakari Bank Ltd., Dist. Vadodara, Gujarat (the bank) for contravention of provisions of Section 26A read with Section 56 of the Banking Regulation Act, 1949 (BR Act) and for non-compliance with certain directions issued by RBI on ‘Investment by Primary (Urban) Co-operative Banks’, ‘Know Your Customer (KYC)’ and ‘Membership of Credit Information Companies (CICs) by Co-operative Banks’. This penalty has been imposed in exercise of powers conferred on RBI under the provisions of Section 47A(1)(c) read with Sections 46(4)(i) and 56 of the BR Act and Section 25 of the Credit Information Companies (Regulation) Act, 2005.

    The statutory inspection of the bank was conducted by RBI with reference to its financial position as on March 31, 2023. Based on supervisory findings of contravention of statutory provisions/non-compliance with RBI directions and related correspondence in that regard, a notice was issued to the bank advising it to show cause as to why penalty should not be imposed on it for its failure to comply with the said provisions and directions. After considering the bank’s reply to the notice, oral submissions made during the personal hearing and examination of additional submissions made by it, RBI found, inter alia, that the following charges against the bank were sustained, warranting imposition of monetary penalty:

    The bank had:

    1. failed to transfer eligible unclaimed amounts to the Depositor Education and Awareness Fund within the prescribed time;

    2. breached the ceiling of total investments held under Held to Maturity (HTM) category;

    3. failed to upload the KYC records of customers onto Central KYC Records Registry (CKYCR) within the prescribed time; and

    4. failed to submit credit information of its borrowers to three CICs.

    This action is based on deficiencies in regulatory compliance and is not intended to pronounce upon the validity of any transaction or agreement entered into by the bank with its customers. Further, imposition of this monetary penalty is without prejudice to any other action that may be initiated by RBI against the bank.

    (Puneet Pancholy)  
    Chief General Manager

    Press Release: 2024-2025/2045

    MIL OSI Economics –

  • MIL-OSI: NANO Nuclear Energy to Work with Thermal Engineering International to Fabricate Primary and Secondary Heat Exchangers for its Portable ODIN Microreactor

    Source: GlobeNewswire (MIL-OSI)

    New York, N.Y., Jan. 30, 2025 (GLOBE NEWSWIRE) — NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear” or “the Company”), a leading advanced nuclear energy and technology company focused on developing clean energy solutions, today announced that it has contracted with Thermal Engineering International (TEi), a Babcock Power Inc.® company, to advance the design and fabrication of several heat exchangers for use in NANO Nuclear’s proprietary, portable ODIN nuclear microreactor in development.

    TEi is a leading supplier of heat transfer technology to the electric power generation industry, designing and fabricating surface condensers, feedwater heaters, power plant heat exchangers and moisture separator reheaters for the world’s power generation industry continuously for over 100 years.

    “We are proud to support innovative SMR developers like NANO Nuclear with their heat exchange needs,” said Ken Murakoshi, President and CEO of Thermal Engineering International Inc. “TEi is excited to contribute to the successful deployment of NANO Nuclear’s ODIN transportable reactor and help advance clean, portable energy solutions for the future.”

    Under the terms of the contract, TEi will develop detailed designs for key heat exchanger technology integral to the ODIN microreactor. This includes the eventual fabrication of both primary and secondary heat exchangers. TEi will lead a broad, cross-functional initiative, drawing on its expertise to design practical heat transfer systems in collaboration with NANO Nuclear’s world-class technical team, from procurement to the eventual fabrication of the exchangers.

    “We are very pleased to take the next step in the development of the ODIN microreactor in tandem with TEi, who we believe have valuable expertise in this sector,” said James Walker, Chief Executive Officer and Head of Reactor Development of NANO Nuclear Energy. “The design and fabrication of heat exchangers will mark a critical milestone in ODIN’s development roadmap, and TEi is well-equipped to oversee this essential phase. By designing and fabricating these heat transfer technologies, we can advance our testing and demonstration efforts that will support our prototype construction, while equipping our world-class technical teams with data that can be broadly applied to our other reactors in development.”

    Figure 1 – NANO Nuclear Energy Inc. to Work with Thermal Engineering International to Design and Fabricate Key Enabling Heat Transfer Technology for Use in its ODIN Microreactor.

    “Collaborating with an industry-leading manufacturer on the design of our heat exchangers marks a major stride in advancing the plans for our portable ODIN microreactor,” said Prof. Eugene Shwageraus, Lead of Nuclear Reactor Engineering of NANO Nuclear Energy. “By having such a reputable industry partner for both primary and secondary exchanger designs, we can optimize performance while maintaining the highest safety standards and ensure that the reactor functions at the highest achievable efficiency. We believe this collaboration will help minimize developments risks going forward and ensure we meet performance benchmarks before advancing to full demonstration.”

    The heat transfer systems are essential components within NANO Nuclear’s innovative portable ODIN microreactor and their integration marks a significant milestone in advancing NANO Nuclear’s proprietary microreactor toward demonstration, regulatory licensing and eventual market introduction. This agreement builds on the work done by NANO Nuclear’s world-class technical team and follows last year’s external technical audit of the ODIN reactor by the Idaho National Laboratory, during which crucial design solutions and the system components were examined, reassuring the design development strategy.

    “Incorporating the heat exchangers into a compact system like ODIN marks a significant milestone in advancing our proprietary microreactor design” said Prof. Ian Farnan, Lead for Nuclear Fuel Cycle, Radiation and Materials at NANO Nuclear Energy. “TEi’s expertise is well known in designing these critical heat transfer solutions. Accelerating this aspect of the compact reactor design is vital for meeting our milestones and ensuring that the microreactor meets our operational requirements.”

    About NANO Nuclear Energy, Inc.

    NANO Nuclear Energy Inc. (NASDAQ: NNE) is an advanced technology-driven nuclear energy company seeking to become a commercially focused, diversified, and vertically integrated company across five business lines: (i) cutting edge portable and other microreactor technologies, (ii) nuclear fuel fabrication, (iii) nuclear fuel transportation, (iv) nuclear applications for space and (v) nuclear industry consulting services. NANO Nuclear believes it is the first portable nuclear microreactor company to be listed publicly in the U.S.

    Led by a world-class nuclear engineering team, NANO Nuclear’s reactor products in development include “ZEUS”, a solid core battery reactor, and “ODIN”, a low-pressure coolant reactor, each representing advanced developments in clean energy solutions that are portable, on-demand capable, advanced nuclear microreactors. NANO Nuclear is also developing patented stationary KRONOS MMR™ Energy System and space focused, portable LOKI MMR™.

    Advanced Fuel Transportation Inc. (AFT), a NANO Nuclear subsidiary, is led by former executives from the largest transportation company in the world aiming to build a North American transportation company that will provide commercial quantities of HALEU fuel to small modular reactors, microreactor companies, national laboratories, military, and DOE programs. Through NANO Nuclear, AFT is the exclusive licensee of a patented high-capacity HALEU fuel transportation basket developed by three major U.S. national nuclear laboratories and funded by the Department of Energy. Assuming development and commercialization, AFT is expected to form part of the only vertically integrated nuclear fuel business of its kind in North America.

    HALEU Energy Fuel Inc. (HEF), a NANO Nuclear subsidiary, is focusing on the future development of a domestic source for a High-Assay, Low-Enriched Uranium (HALEU) fuel fabrication pipeline for NANO Nuclear’s own microreactors as well as the broader advanced nuclear reactor industry.

    NANO Nuclear Space Inc. (NNS), a NANO Nuclear subsidiary, is exploring the potential commercial applications of NANO Nuclear’s developing micronuclear reactor technology in space. NNS is focusing on applications such as the LOKI MMR™ system and other power systems for extraterrestrial projects and human sustaining environments, and potentially propulsion technology for long haul space missions. NNS’ initial focus will be on cis-lunar applications, referring to uses in the space region extending from Earth to the area surrounding the Moon’s surface.

    For more corporate information please visit: https://NanoNuclearEnergy.com/

    For further NANO Nuclear information, please contact:
    Email: IR@NANONuclearEnergy.com
    Business Tel: (212) 634-9206

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    Cautionary Note Regarding Forward Looking Statements

    This news release and statements of NANO Nuclear’s management in connection with this news release contain or may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements related to future events, which may impact our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “potential”, “will”, “should”, “could”, “would” or “may” and other words of similar meaning. These and other forward-looking statements are based on information available to us as of the date of this news release and represent management’s current views and assumptions. In this press release, forward-looking statements relate to, among other things, the anticipated benefits to NANO Nuclear of its relationship with Tei as described herein (including the potential for progressing the development, demonstration, regulatory licensing and commercial deployment of the ODIN microreactor). Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors, which may be beyond our control. For NANO Nuclear, particular risks and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements include but are not limited to the following: (i) risks related to our U.S. Department of Energy (“DOE”) or related state nuclear fuel licensing submissions, (ii) risks related the development of new or advanced technology and the acquisition of complimentary technology or businesses, including difficulties with design and testing, cost overruns, regulatory delays, integration issues and the development of competitive technology, (iii) our ability to obtain contracts and funding to be able to continue operations, (iv) risks related to uncertainty regarding our ability to technologically develop and commercially deploy a competitive advanced nuclear reactor or other technology in the timelines we anticipate, if ever, (v) risks related to the impact of U.S. and non-U.S. government regulation, policies and licensing requirements, including by the DOE and the U.S. Nuclear Regulatory Commission, including those associated with the recently enacted ADVANCE Act, and (vi) similar risks and uncertainties associated with the operating an early stage business a highly regulated and rapidly evolving industry. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement, and NANO Nuclear therefore encourages investors to review other factors that may affect future results in its filings with the SEC, which are available for review at www.sec.gov and at https://ir.nanonuclearenergy.com/financial-information/sec-filings. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.

    Attachment

    The MIL Network –

  • MIL-OSI: Easy Metrics Launches Profit Management Solution to Enhance 3PL Operating Margins up to 3%

    Source: GlobeNewswire (MIL-OSI)

    BELLEVUE, Wash., Jan. 30, 2025 (GLOBE NEWSWIRE) — Despite the third-party logistics (3PL) industry reaching $194B in revenue last year, 40% of 3PLs struggled to increase profits*. Easy Metrics addresses this profitability gap with Easy Metrics Profit Management, a new SaaS solution that provides real-time profitability insights by customer, process, and site. With instant access to profitability data, 3PLs can now optimize operating margins and boost their bottom line while eliminating weeks of manual reporting.

    “This real-time profitability data is a game-changer for 3PLs,” commented Dan Keto, President and CTO of Easy Metrics. “Knowing each customer’s operating margin enables 3PLs to price competitively, negotiate pricing based on objective data, and boost operating margins by up to 3%. For 3PLs with typical operating margins of 20-30%, that’s a significant impact because it goes straight to the bottom line.”

    Enhanced pricing transparency, supported by objective data, strengthens customer relationships for 3PLs. Since 3PL customers often value service over price, sharing operational data simplifies pricing discussions and builds trust. This transparency helps 3PLs retain key customers and attract new ones by showcasing their value. National Logistics Services, which piloted Easy Metrics Profit Management, demonstrated this impact. Val Ramoop, Vice President of Operations at NLS, said, “Ultimately, the data speaks for itself. If there are deviations, we can show our clients, ‘This is what’s driving your cost per unit.’”

    Multi-tenant 3PLs, especially those with multiple sites, gain the most from Easy Metrics’ Profit Management. The innovative technology delivers daily profit analysis for a 3PL’s entire network, breaking down costs by site, customer, process, or timeframe—monthly, weekly, or daily. This level of detail allows 3PLs to pinpoint unprofitable processes or activities for precise troubleshooting and improvement. “With significant bottom-line gains through better pricing and the ability to identify and address unprofitable activities, 3PLs using our solution will have a clear edge in today’s ultra-competitive environment,” stated Keto.

    Easy Metrics Profit Management integrates with Easy Metrics ProTrack™ or any Labor Management System (LMS) that allocates time spent on a process as employees perform work. For 3PLs without an LMS, Easy Metrics offers OpsFM™ alongside Profit Management, allowing them to get up and running quickly.

    “We founded Easy Metrics to help warehouse executives address cost challenges by providing data that empowers them to make daily business decisions. Profit Management builds on this vision by connecting activity-based costing to revenue, allowing executives to view their operational cost structure as a profit center and maximize daily value for customers and shareholders,” concluded Dean Dorcas, Co-Founder and CEO of Easy Metrics.

    *Source: https://www.inboundlogistics.com/articles/2024-perspectives-3pl-market-research-report/

    About Easy Metrics
    Operations and finance leaders use Easy Metrics’ cloud platform to analyze, forecast, and manage the cost and performance of their warehouse operations. Easy Metrics empowers leaders to drive operational speed and efficiency, cut waste, prioritize investments, and adopt labor and automation strategies that fuel their business growth. Easy Metrics is based in Bellevue, Washington and is backed by Nexa Equity, a private equity firm based in San Francisco, CA. For more information, please visit https://easymetrics.com.

    About Nexa Equity
    Nexa Equity is a San Francisco, California-based private equity firm that partners with founder-led, rapidly scaling SaaS companies that address markets underserved by technology to create enduring value for the benefit of its investors and portfolio companies. The firm has more than $350 million in private equity capital under management and is focused on continuing to grow its portfolio of companies. The Nexa Equity team brings substantial investing and operational experience and helps management teams professionalize and scale their businesses while driving long-term sustainable growth. For more information, please visit www.nexaequity.com.

    Contact:

    Easy Metrics
    Ronda Broughton
    650-400-8940
    ronda@easymetrics.com

    A photo accompanying this announcement is available at: https://www.globenewswire.com/NewsRoom/AttachmentNg/395656b7-159e-4d2c-af6b-cd40faded991

    The MIL Network –

  • MIL-OSI: Parker Reports Fiscal 2025 Second Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    CLEVELAND, Jan. 30, 2025 (GLOBE NEWSWIRE) — Parker Hannifin Corporation (NYSE: PH), the global leader in motion and control technologies, today reported results for the quarter ended December 31, 2024, that included the following highlights (compared with the prior year quarter):

    Fiscal 2025 Second Quarter Highlights:

    • Sales were $4.7 billion; organic sales growth was 1%
    • Net income was $949 million, an increase of 39%, or $853 million adjusted, an increase of 6%
    • EPS were $7.25, an increase of 39%, or $6.53 adjusted, an increase of 6%
    • Segment operating margin was 22.1%, an increase of 100 bps, or 25.6% adjusted, an increase of 110 bps
    • YTD cash flow from operations increased 24% to $1.7 billion, or 17.4% of sales

    “Our performance this quarter reflects our focus on operational excellence and the strength of our balanced portfolio,” said Jenny Parmentier, Chairman and Chief Executive Officer. “We delivered record segment operating margin across all businesses, record earnings per share and year-to-date cash flow from operations. Strong cash flow from operations coupled with proceeds from previously announced divestitures allowed us to substantially reduce debt by $1.1 billion this quarter. We are encouraged to see industrial orders turn positive mainly in our longer-cycle businesses. Looking ahead, we have updated our outlook for fiscal year 2025 to reflect stronger Aerospace growth, currency headwinds and a continued delay in the expected industrial recovery. Our strong cash generation creates capital deployment optionality, and we remain committed to our strategy of actively deploying capital to drive shareholder value.”

    This news release contains non-GAAP financial measures. Reconciliations of adjusted numbers and certain non-GAAP financial measures are included in the financial tables of this press release.

    Outlook

    Guidance for the fiscal year ending June 30, 2025 has been updated. The company expects:

    • Sales growth in fiscal 2025 of (2%) to 1%, with organic sales growth of approximately 2%; divestitures of (1.5%) and unfavorable currency of (1.0%)
    • Total segment operating margin of approximately 22.7%, or approximately 25.8% on an adjusted basis
    • EPS of $24.46 to $25.06, or $26.40 to $27.00 on an adjusted basis

    Segment Results

    Diversified Industrial Segment

    North America Businesses              
    $ in mm FY25 Q2   FY24 Q2   Change   Organic Growth
    Sales $ 1,928     $ 2,110       -8.6 %     -5.0 %
    Segment Operating Income $ 427     $ 462       -7.6 %    
    Segment Operating Margin   22.1 %     21.9 %   20 bps    
    Adjusted Segment Operating Income $ 473     $ 510       -7.2 %    
    Adjusted Segment Operating Margin   24.6 %     24.2 %   40 bps    
    • Achieved record adjusted segment operating margin
    • Continued softness in transportation and off-highway markets
    • Delayed industrial recovery
    International Businesses      
    $ in mm FY25 Q2   FY24 Q2   Change   Organic Growth
    Sales $ 1,325     $ 1,404       -5.7 %     -3.0 %
    Segment Operating Income $ 284     $ 290       -2.2 %        
    Segment Operating Margin   21.4 %     20.7 %   70 bps        
    Adjusted Segment Operating Income $ 320     $ 323       -1.2 %        
    Adjusted Segment Operating Margin   24.1 %     23.0 %   110 bps        
    • Achieved record adjusted segment operating margin
    • Broad-based softness continued in Europe
    • Gradual recovery continued in Asia

    Aerospace Systems Segment

    $ in mm FY25 Q2   FY24 Q2   Change   Organic Growth
    Sales $ 1,490     $ 1,306       14.0 %     14.0 %
    Segment Operating Income $ 338     $ 263       28.5 %    
    Segment Operating Margin   22.7 %     20.1 %   260 bps    
    Adjusted Segment Operating Income $ 420     $ 347       21.2 %    
    Adjusted Segment Operating Margin   28.2 %     26.5 %   170 bps    
    • Achieved record sales and adjusted segment operating margin
    • Achieved 14% organic sales growth
    • 20%+ aftermarket and mid-single digit OEM sales growth

    Order Rates

      FY25 Q2
    Parker +5 %
    Diversified Industrial Segment – North America Businesses +3 %
    Diversified Industrial Segment – International Businesses +4 %
    Aerospace Systems Segment +9 %
    • Company order rates increased across all reported businesses
    • North America orders turned positive on long-cycle strength
    • International order growth continued, led by Asia
    • Aerospace orders accelerated against a tough prior year comparison

    About Parker Hannifin
    Parker Hannifin is a Fortune 250 global leader in motion and control technologies. For more than a century the company has been enabling engineering breakthroughs that lead to a better tomorrow. Learn more at www.parker.com or @parkerhannifin.

    Contacts:  
    Media: Financial Analysts:
    Aidan Gormley Jeff Miller
    216-896-3258 216-896-2708
    aidan.gormley@parker.com jeffrey.miller@parker.com
       

    Notice of Webcast
    Parker Hannifin’s conference call and slide presentation to discuss its fiscal 2025 second quarter results are available to all interested parties via live webcast today at 11:00 a.m. ET, at investors.parker.com. A replay of the webcast will be available on the site approximately one hour after the completion of the call and will remain available for one year. To register for e-mail notification of future events please visit investors.parker.com.

    Note on Orders The company reported orders for the quarter ending December 31, 2024, compared with the same quarter a year ago. All comparisons are at constant currency exchange rates, with the prior year quarter restated to the current-year rates, and exclude divestitures. Diversified Industrial comparisons are on 3-month average computations and Aerospace Systems comparisons are on rolling 12-month average computations.

    Note on Non-GAAP Financial Measures
    This press release contains references to non-GAAP financial information including (a) adjusted net income; (b) adjusted earnings per share; (c) adjusted operating margin and segment operating margins; (d) adjusted operating income and segment operating income and (e) organic sales growth. The adjusted net income, adjusted earnings per share, adjusted operating margin, adjusted segment operating margin, adjusted operating income, adjusted segment operating income and organic sales measures are presented to allow investors and the company to meaningfully evaluate changes in net income, earnings per share and segment operating margins on a comparable basis from period to period. Although adjusted net income, adjusted earnings per share, adjusted operating margin and segment operating margins, adjusted operating income and segment operating income, and organic sales growth are not measures of performance calculated in accordance with GAAP, we believe that they are useful to an investor in evaluating the results of this quarter versus the prior period. Comparable descriptions of record adjusted results in this release refer only to the period from the first quarter of FY2011 to the periods presented in this release. This period coincides with recast historical financial results provided in association with our FY2014 change in segment reporting. A reconciliation of non-GAAP measures is included in the financial tables of this press release.

    Forward-Looking Statements
    Forward-looking statements contained in this and other written and oral reports are made based on known events and circumstances at the time of release, and as such, are subject in the future to unforeseen uncertainties and risks. Often but not always, these statements may be identified from the use of forward-looking terminology such as “anticipates,” “believes,” “may,” “should,” “could,” “expects,” “targets,” “is likely,” “will,” or the negative of these terms and similar expressions, and may also include statements regarding future performance, orders, earnings projections, events or developments. Parker cautions readers not to place undue reliance on these statements. It is possible that the future performance may differ materially from expectations, including those based on past performance.

    Among other factors that may affect future performance are: changes in business relationships with and orders by or from major customers, suppliers or distributors, including delays or cancellations in shipments; disputes regarding contract terms, changes in contract costs and revenue estimates for new development programs; changes in product mix; ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions; ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures; the determination and ability to successfully undertake business realignment activities and the expected costs, including cost savings, thereof; ability to implement successfully business and operating initiatives, including the timing, price and execution of share repurchases and other capital initiatives; availability, cost increases of or other limitations on our access to raw materials, component products and/or commodities if associated costs cannot be recovered in product pricing; ability to manage costs related to insurance and employee retirement and health care benefits; legal and regulatory developments and other government actions, including related to environmental protection, and associated compliance costs; supply chain and labor disruptions, including as a result of tariffs and labor shortages; threats associated with international conflicts and cybersecurity risks and risks associated with protecting our intellectual property; uncertainties surrounding the ultimate resolution of outstanding legal proceedings, including the outcome of any appeals; effects on market conditions, including sales and pricing, resulting from global reactions to U.S. trade policies; manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and economic conditions such as inflation, deflation, interest rates and credit availability; inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; changes in the tax laws in the United States and foreign jurisdictions and judicial or regulatory interpretations thereof; and large scale disasters, such as floods, earthquakes, hurricanes, industrial accidents and pandemics. Readers should also consider forward-looking statements in light of risk factors discussed in Parker’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and other periodic filings made with the SEC.

    CONSOLIDATED STATEMENT OF INCOME
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands, except per share amounts)   2024       2023       2024       2023  
    Net sales $ 4,742,593     $ 4,820,947     $ 9,646,577     $ 9,668,435  
    Cost of sales   3,022,229       3,101,962       6,119,948       6,199,311  
    Selling, general and administrative expenses   782,421       806,802       1,631,210       1,680,493  
    Interest expense   100,802       129,029       213,893       263,497  
    Other income, net   (328,716 )     (85,011 )     (359,517 )     (163,466 )
    Income before income taxes   1,165,857       868,165       2,041,043       1,688,600  
    Income taxes   217,208       186,108       393,866       355,471  
    Net income   948,649       682,057       1,647,177       1,333,129  
    Less: Noncontrolling interests   107       206       215       451  
    Net income attributable to common shareholders $ 948,542     $ 681,851     $ 1,646,962     $ 1,332,678  
                   
    Earnings per share attributable to common shareholders:              
    Basic earnings per share $ 7.37     $ 5.31     $ 12.80     $ 10.38  
    Diluted earnings per share $ 7.25     $ 5.23     $ 12.60     $ 10.23  
                   
    Average shares outstanding during period – Basic   128,752,836       128,426,247       128,707,962       128,449,398  
    Average shares outstanding during period – Diluted   130,758,808       130,367,351       130,716,482       130,314,326  
                   
                   
    CASH DIVIDENDS PER COMMON SHARE              
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Amounts in dollars)   2024       2023       2024       2023  
    Cash dividends per common share $ 1.63     $ 1.48     $ 3.26     $ 2.96  
                   
    RECONCILIATION OF ORGANIC GROWTH
    (Unaudited) Three Months Ended
      As Reported           Adjusted
      December 31, 2024   Currency   Divestitures   December 31, 2024
    Diversified Industrial Segment   (7.4 )%     (1.3 )%     (1.9 )%     (4.2 )%
    Aerospace Systems Segment   14.0 %     — %     — %     14.0 %
    Total   (1.6 )%     (0.9 )%     (1.4 )%     0.7 %
                   
    (Unaudited) Six Months Ended
      As Reported           Adjusted
      December 31, 2024   Currency   Divestitures   December 31, 2024
    Diversified Industrial Segment   (5.9 )%     (0.8 )%     (1.0 )%     (4.1 )%
    Aerospace Systems Segment   15.9 %     0.3 %     — %     15.6 %
    Total   (0.2 )%     (0.5 )%     (0.8 )%     1.1 %
    RECONCILIATION OF NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Net income attributable to common shareholders $ 948,542     $ 681,851     $ 1,646,962     $ 1,332,678  
    Adjustments:              
    Acquired intangible asset amortization expense   138,126       142,027       278,247       297,547  
    Business realignment charges   20,855       14,354       30,361       27,446  
    Integration costs to achieve   6,893       10,014       13,304       16,420  
    Gain on sale of building   —       —       (10,461 )     —  
    Gain on divestitures   (249,748 )     (12,391 )     (249,748 )     (25,651 )
    Tax effect of adjustments1   (11,437 )     (33,476 )     (45,648 )     (69,624 )
    Adjusted net income attributable to common shareholders $ 853,231     $ 802,379     $ 1,663,017     $ 1,578,816  
                   
    RECONCILIATION OF EARNINGS PER DILUTED SHARE TO ADJUSTED EARNINGS PER DILUTED SHARE
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Amounts in dollars)   2024       2023       2024       2023  
    Earnings per diluted share $ 7.25     $ 5.23     $ 12.60     $ 10.23  
    Adjustments:              
    Acquired intangible asset amortization expense   1.06       1.09       2.13       2.28  
    Business realignment charges   0.16       0.11       0.23       0.21  
    Integration costs to achieve   0.05       0.08       0.10       0.13  
    Gain on sale of building   —       —       (0.08 )     —  
    Gain on divestitures   (1.91 )     (0.10 )     (1.91 )     (0.20 )
    Tax effect of adjustments1   (0.08 )     (0.26 )     (0.33 )     (0.53 )
    Adjusted earnings per diluted share $ 6.53     $ 6.15     $ 12.74     $ 12.12  
                   
    1This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.
    BUSINESS SEGMENT INFORMATION              
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Net sales              
    Diversified Industrial $ 3,252,806     $ 3,514,473     $ 6,708,964     $ 7,133,001  
    Aerospace Systems   1,489,787       1,306,474       2,937,613       2,535,434  
    Total net sales $ 4,742,593     $ 4,820,947     $ 9,646,577     $ 9,668,435  
    Segment operating income              
    Diversified Industrial $ 710,562     $ 752,334     $ 1,494,108     $ 1,559,088  
    Aerospace Systems   338,184       263,112       661,170       489,372  
    Total segment operating income   1,048,746       1,015,446       2,155,278       2,048,460  
    Corporate general and administrative expenses   56,264       49,902       105,058       105,558  
    Income before interest expense and other income, net   992,482       965,544       2,050,220       1,942,902  
    Interest expense   100,802       129,029       213,893       263,497  
    Other income, net   (274,177 )     (31,650 )     (204,716 )     (9,195 )
    Income before income taxes $ 1,165,857     $ 868,165     $ 2,041,043     $ 1,688,600  
    RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Diversified Industrial Segment sales $ 3,252,806     $ 3,514,473     $ 6,708,964     $ 7,133,001  
                   
    Diversified Industrial Segment operating income $ 710,562     $ 752,334     $ 1,494,108     $ 1,559,088  
    Adjustments:              
    Acquired intangible asset amortization   62,570       67,309       127,834       135,260  
    Business realignment charges   19,343       13,285       28,243       25,924  
    Integration costs to achieve   627       871       1,405       2,010  
    Adjusted Diversified Industrial Segment operating income $ 793,102     $ 833,799     $ 1,651,590     $ 1,722,282  
                   
    Diversified Industrial Segment operating margin   21.8 %     21.4 %     22.3 %     21.9 %
    Adjusted Diversified Industrial Segment operating margin   24.4 %     23.7 %     24.6 %     24.1 %
                   
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Aerospace Systems Segment sales $ 1,489,787     $ 1,306,474     $ 2,937,613     $ 2,535,434  
                   
    Aerospace Systems Segment operating income $ 338,184     $ 263,112     $ 661,170     $ 489,372  
    Adjustments:              
    Acquired intangible asset amortization   75,556       74,718       150,413       162,287  
    Business realignment charges   386       (123 )     394       330  
    Integration costs to achieve   6,266       9,143       11,899       14,410  
    Adjusted Aerospace Systems Segment operating income $ 420,392     $ 346,850     $ 823,876     $ 666,399  
                   
    Aerospace Systems Segment operating margin   22.7 %     20.1 %     22.5 %     19.3 %
    Adjusted Aerospace Systems Segment operating margin   28.2 %     26.5 %     28.0 %     26.3 %
                   
    RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Total net sales $ 4,742,593     $ 4,820,947     $ 9,646,577     $ 9,668,435  
                   
    Total segment operating income $ 1,048,746     $ 1,015,446     $ 2,155,278     $ 2,048,460  
    Adjustments:              
    Acquired intangible asset amortization   138,126       142,027       278,247       297,547  
    Business realignment charges   19,729       13,162       28,637       26,254  
    Integration costs to achieve   6,893       10,014       13,304       16,420  
    Adjusted total segment operating income $ 1,213,494     $ 1,180,649     $ 2,475,466     $ 2,388,681  
                   
    Total segment operating margin   22.1 %     21.1 %     22.3 %     21.2 %
    Adjusted total segment operating margin   25.6 %     24.5 %     25.7 %     24.7 %
    CONSOLIDATED BALANCE SHEET      
    (Unaudited) December 31,   June 30,
    (Dollars in thousands)   2024       2024  
    Assets      
    Current assets:      
    Cash and cash equivalents $ 395,507     $ 422,027  
    Trade accounts receivable, net   2,445,845       2,865,546  
    Non-trade and notes receivable   304,829       331,429  
    Inventories   2,806,983       2,786,800  
    Prepaid expenses   246,467       252,618  
    Other current assets   148,831       140,204  
    Total current assets   6,348,462       6,798,624  
    Property, plant and equipment, net   2,800,992       2,875,668  
    Deferred income taxes   87,400       92,704  
    Investments and other assets   1,232,636       1,207,232  
    Intangible assets, net   7,444,670       7,816,181  
    Goodwill   10,357,303       10,507,433  
    Total assets $ 28,271,463     $ 29,297,842  
           
    Liabilities and equity      
    Current liabilities:      
    Notes payable and long-term debt payable within one year $ 2,373,286     $ 3,403,065  
    Accounts payable, trade   1,794,884       1,991,639  
    Accrued payrolls and other compensation   420,477       581,251  
    Accrued domestic and foreign taxes   364,143       354,659  
    Other accrued liabilities   1,034,501       982,695  
    Total current liabilities   5,987,291       7,313,309  
    Long-term debt   6,667,955       7,157,034  
    Pensions and other postretirement benefits   409,873       437,490  
    Deferred income taxes   1,394,882       1,583,923  
    Other liabilities   684,401       725,193  
    Shareholders’ equity   13,118,553       12,071,972  
    Noncontrolling interests   8,508       8,921  
    Total liabilities and equity $ 28,271,463     $ 29,297,842  
    CONSOLIDATED STATEMENT OF CASH FLOWS      
      Six Months Ended
    (Unaudited) December 31,
    (Dollars in thousands)   2024       2023  
    Cash flows from operating activities:      
    Net income $ 1,647,177     $ 1,333,129  
    Depreciation and amortization   454,869       468,165  
    Stock incentive plan compensation   106,472       108,061  
    Gain on sale of businesses   (250,373 )     (25,964 )
    (Gain) loss on property, plant and equipment and intangible assets   (6,975 )     5,097  
    Net change in receivables, inventories and trade payables   70,981       (42,804 )
    Net change in other assets and liabilities   (405,002 )     (407,366 )
    Other, net   61,584       (86,331 )
    Net cash provided by operating activities   1,678,733       1,351,987  
    Cash flows from investing activities:      
    Capital expenditures   (216,493 )     (204,117 )
    Proceeds from sale of property, plant and equipment   13,259       1,360  
    Proceeds from sale of businesses   622,182       74,595  
    Other, net   (6,941 )     (2,954 )
    Net cash provided by (used in) investing activities   412,007       (131,116 )
    Cash flows from financing activities:      
    Net payments for common stock activity   (189,681 )     (136,394 )
    Acquisition of noncontrolling interests   —       (2,883 )
    Net payments for debt   (1,494,484 )     (784,847 )
    Dividends paid   (420,061 )     (381,115 )
    Net cash used in financing activities   (2,104,226 )     (1,305,239 )
    Effect of exchange rate changes on cash   (13,034 )     (7,999 )
    Net decrease in cash and cash equivalents   (26,520 )     (92,367 )
    Cash and cash equivalents at beginning of year   422,027       475,182  
    Cash and cash equivalents at end of period $ 395,507     $ 382,815  
           
    RECONCILIATION OF FORECASTED ORGANIC GROWTH  
    (Unaudited)  
    (Amounts in percentages) Fiscal Year 2025
    Forecasted net sales (2%) to 1%
    Adjustments:  
    Currency 1.0%
    Divestitures 1.5%
    Adjusted forecasted net sales 0.5% to 3.5%
       
    RECONCILIATION OF FORECASTED SEGMENT OPERATING MARGIN TO ADJUSTED FORECASTED SEGMENT OPERATING MARGIN
       
    (Unaudited)  
    (Amounts in percentages) Fiscal Year 2025
    Forecasted segment operating margin ~ 22.7%
    Adjustments:  
    Business realignment charges 0.2%
    Costs to achieve 0.1%
    Acquisition-related intangible asset amortization expense 2.8%
    Adjusted forecasted segment operating margin ~ 25.8%
       
     
    RECONCILIATION OF FORECASTED EARNINGS PER DILUTED SHARE TO ADJUSTED FORECASTED EARNINGS PER DILUTED SHARE
       
    (Unaudited)  
    (Amounts in dollars) Fiscal Year 2025
    Forecasted earnings per diluted share $24.46 to $25.06
    Adjustments:  
    Business realignment charges 0.39
    Costs to achieve 0.15
    Acquisition-related intangible asset amortization expense 4.22
    Net gain on divestitures (1.91)
    Gain on sale of building (0.08)
    Tax effect of adjustments1 (0.83)
    Adjusted forecasted earnings per diluted share $26.40 to $27.00
       
       
    1This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.
       
    Note: Totals may not foot due to rounding
    SUPPLEMENTAL INFORMATION
                   
    BUSINESS SEGMENT INFORMATION              
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Net sales              
    Diversified Industrial:              
    North America businesses $ 1,928,008     $ 2,110,203     $ 4,028,332     $ 4,340,109  
    International businesses   1,324,798       1,404,270       2,680,632       2,792,892  
                   
    Segment operating income              
    Diversified Industrial:              
    North America businesses $ 426,567     $ 461,850     $ 911,130     $ 967,903  
    International businesses   283,995       290,484       582,978       591,185  
    RECONCILIATION OF ORGANIC GROWTH            
    (Unaudited) Three Months Ended
      As Reported               Adjusted
      December 31, 2024     Currency     Divestitures   December 31, 2024
    Diversified Industrial Segment:                          
    North America businesses   (8.6 )%     (0.4 )%     (3.2 )%     (5.0 )%
    International businesses   (5.7 )%     (2.7 )%     — %     (3.0 )%
                               
    (Unaudited) Six Months Ended
        As Reported                   Adjusted  
        December 31, 2024       Currency     Divestitures     December 31, 2024  
    Diversified Industrial Segment:                          
    North America businesses   (7.2 )%     (0.5 )%     (1.7 )%     (5.0 )%
    International businesses   (4.0 )%     (1.3 )%     — %     (2.7 )%
    RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Diversified Industrial Segment:              
    North America businesses sales $ 1,928,008     $ 2,110,203     $ 4,028,332     $ 4,340,109  
                   
    North America businesses operating income $ 426,567     $ 461,850     $ 911,130     $ 967,903  
    Adjustments:              
    Acquired intangible asset amortization   40,985       44,699       83,960       89,382  
    Business realignment charges   5,444       3,250       8,888       5,834  
    Integration costs to achieve   445       562       1,050       1,507  
    Adjusted North America businesses operating income $ 473,441     $ 510,361     $ 1,005,028     $ 1,064,626  
                   
    North America businesses operating margin   22.1 %     21.9 %     22.6 %     22.3 %
    Adjusted North America businesses operating margin   24.6 %     24.2 %     24.9 %     24.5 %
                   
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Diversified Industrial Segment:              
    International businesses sales $ 1,324,798     $ 1,404,270     $ 2,680,632     $ 2,792,892  
                   
    International businesses operating income $ 283,995     $ 290,484     $ 582,978     $ 591,185  
    Adjustments:              
    Acquired intangible asset amortization   21,585       22,610       43,874       45,878  
    Business realignment charges   13,899       10,035       19,355       20,090  
    Integration costs to achieve   182       309       355       503  
    Adjusted International businesses operating income $ 319,661     $ 323,438     $ 646,562     $ 657,656  
                   
    International businesses operating margin   21.4 %     20.7 %     21.7 %     21.2 %
    Adjusted International businesses operating margin   24.1 %     23.0 %     24.1 %     23.5 %

    The MIL Network –

  • MIL-OSI United Kingdom: Climate Minister in Brussels to kickstart growth in the North Seas

    Source: United Kingdom – Executive Government & Departments 2

    Climate Minister forges stronger UK-EU cooperation to drive growth and energy security.

    • Closer UK-EU cooperation in the North Seas to deliver growth and greater energy security
    • new independent report shows economic benefits of working with EU on clean energy
    • collaboration with European partners on the clean energy transition will help to drive government’s Plan for Change, protecting bills and creating thousands of jobs

    Cooperation on the North Seas was at the top of the agenda for Climate Minister Kerry McCarthy’s first visit to Brussels yesterday (Tuesday 28 January). 

    During the visit, Minister McCarthy delivered a keynote speech to European leaders at the European Energy Forum, where she said that by working together the UK and the EU can turn the North Seas into the green power plant of Europe and unlock thousands of well-paid, skilled British jobs. 

    This comes as independent consultants Grant Thornton publish a report commissioned by the Department for Energy Security and Net Zero, which finds that closer cooperation on the clean energy transition in the North Seas could lower bills, create up to 51,000 jobs, and add up to £36 billion to the UK economy.  

    Minister McCarthy also made the case to EU counterparts that the energy transition in the North Seas will ensure the oil and gas workforce are the ones who deliver the North Sea’s decarbonised future, through offshore wind, carbon capture and storage and hydrogen.  

    Climate Minister Kerry McCarthy said:

    The EU is a crucial ally in bolstering our energy security and protecting families and businesses across Europe from volatile fossil fuel markets.  

    There is so much more we can do to speed up the clean energy transition, deliver our Plan for Change and make the North Seas the green power plant of Europe. 

    Through greater cooperation, we can build on our Mission to make Britain a clean energy superpower by 2030 helping keep bills down and kickstarting economic growth. 

    Tsvetelina Penkova President of the European Energy Forum and Member of the European Parliament said: 

    We simply have to build a robust cooperation between the EU and the UK on energy matters. It is crucial for addressing our shared challenges and ensuring energy security.  

    Key areas such as energy grids, connectivity and nuclear power require close collaboration to strengthen infrastructure, drive innovation, and support the transition to cleaner, more sustainable energy systems. By working together, we can create a more resilient and interconnected energy network that benefits both parties and contributes to a secure and sustainable energy future. 

    Minister McCarthy has met with a series of international partners including Belgian Energy Minister, Tinne van der Straeten and the European Union’s Principal Adviser on Energy Diplomacy, Tibor Stelaczky.  

    The visit comes as the UK continues work to reset its relationship with Europe, an ambition grounded in a new spirit of co-operation intended to strengthen ties, tackle barriers to trade and collaborate in the face of shared global challenges from climate change to illegal migration.

    Updates to this page

    Published 29 January 2025

    MIL OSI United Kingdom –

  • MIL-OSI Economics: RBI imposes monetary penalty on The Odisha State Co-operative Bank Ltd

    Source: Reserve Bank of India

    The Reserve Bank of India (RBI) has, by an order dated January 28, 2025, imposed a monetary penalty of ₹4.00 lakh (Rupees Four Lakh only) on The Odisha State Co-operative Bank Ltd., (the bank) for non-compliance with the provisions of Section 9 and Section 26A of the Banking Regulation Act, 1949 (BR Act). This penalty has been imposed in exercise of powers conferred on RBI under the provisions of Section 47A(1)(c) read with Section 46(4)(i) and 56 of BR Act.

    The statutory inspection of the bank was conducted by the National Bank for Agriculture and Rural Development (NABARD) with reference to its financial position as on March 31, 2023. Based on supervisory findings of contravention of statutory provisions and related correspondence in that regard, a notice was issued to the bank advising it to show cause as to why penalty should not be imposed on it for contravention of provisions of the BR Act. After considering the bank’s reply to the notice and oral submissions made during the personal hearing, RBI found, inter alia, that the following charges against the bank were sustained, warranting imposition of monetary penalty:

    The bank had:

    1. failed to dispose of certain Non-Banking Assets within the prescribed period; and

    2. failed to transfer eligible unclaimed amounts to the Depositor Education and Awareness Fund within the prescribed time.

    This action is based on deficiencies in regulatory compliance and is not intended to pronounce upon the validity of any transaction or agreement entered into by the bank with its customers. Further, imposition of this monetary penalty is without prejudice to any other action that may be initiated by RBI against the bank.

    (Puneet Pancholy)  
    Chief General Manager

    Press Release: 2024-2025/2042

    MIL OSI Economics –

  • MIL-OSI United Kingdom: Government aims to crack down on rogue higher education operators

    Source: United Kingdom – Executive Government & Departments

    Proposed reforms to tighten rules around franchising and crack down on fraud in the student finance system that cost taxpayers £2m in 2022/23.   

    Tough new reforms proposed by the Department for Education would tighten controls on university franchising arrangements in England to safeguard public money and shore up the reputation of our world class higher education sector.   

    Franchising enables universities to subcontract courses to external providers. When done right, it makes it easier for more students to access higher education, especially in areas where options are limited, or when people such as mature students are balancing study around work and life.    

    The number of students studying at franchised providers has more than doubled in recent years, with over 130,000 using their services. But an investigation by the National Audit Office (NAO) raised concerns about franchising arrangements, with fraud in the sector costing the public purse £2m in 2022/23.    

    More than half of 341 franchised institutions are currently unregistered with the Office for Students (OfS), meaning they are not directly regulated. In some cases, students are offered poor-quality courses that fail to justify their cost, showing a clear need for reform.   

    Under new government plans published for consultation today (30 January), delivery partners with 300 or more students would be required to register with the OfS to ensure their courses meet rigorous quality standards, in order to be eligible to access to student finance.   

    If the OfS finds that a provider is not meeting the standards required of registered providers, they will be publicly held to account and could risk facing fines and the suspension of their registration, in the most extreme circumstances. The OfS will also publish student outcome data for all subcontracted partnerships every year.   

    The move comes ahead of a significant package of higher education reforms due to be announced this summer that will put students first and cement universities’ status as engines of growth in their communities, as the government delivers its Plan for Change to drive economic growth and raise living standards.   

    Education Secretary Bridget Phillipson said:   

    We are committed to cracking down on rogue operators who misuse public money and damage the reputation of our world-class universities.  

    Franchising can be a valuable tool to widen access to higher education, and these proposals will ensure students can trust the quality of their courses, no matter where or how they choose to study.   

    The credibility of our universities is at stake, but these proposals seek to protect students and safeguard taxpayer’s money, as part of our work to drive growth through our Plan for Change.  

    Franchising allows courses to be adapted to suit different needs and circumstances. It also helps colleges and universities work more closely together and gives new, innovative education providers a chance to get started.   

    Providers such as London South Bank University, which partners with some of the city’s top NHS teaching Trusts to help students’ studying midwifery and other front-line services, demonstrate the real-world benefits of franchising – with students achieving their qualifications alongside invaluable workplace experience, helping to address the critical shortage of healthcare professionals.   

    Universities and colleges whose names and brands are being used by franchises will remain responsible for ensuring their subcontracted arrangements meet quality and standards requirements. New regulations could come into effect as soon as spring next year, depending on the outcome of the consultation.  

    These reforms would protect the high standards of the UK’s higher education sector, which contributes around £265bn to the UK economy, ensuring it continues to drive economic growth and benefit both students and the wider economy.

    These proposals would strengthen the OfS’s ability to protect the public money that goes into franchising. The consultation aligns with the OfS’s work to strengthen conditions of registration related to governance and student interests.    

    The OfS will shortly be consulting on changes to requirements for providers that wish to join its register to ensure they are all managed and governed effectively.   

    The OfS has currently paused registration of new higher education providers to support the sector with financial sustainability concerns, after finding 72 per cent of providers could be operating in deficit by next year.   

    They expect the pause to stay in place until August 2025 but will review the decision every three months, meaning the registration process should be open again by the time the government’s proposed changes would take effect.   

    The Department for Education’s consultation will be open from 30 January to 4 April 2024. After the consultation closes, the Department for Education will review the responses and aims to publish its official response in the summer.

    DfE media enquiries

    Central newsdesk – for journalists 020 7783 8300

    Updates to this page

    Published 30 January 2025

    MIL OSI United Kingdom –

  • MIL-OSI: YieldMax™ Launches Option Income Strategy ETF on CARVANA CO. (CVNA)

    Source: GlobeNewswire (MIL-OSI)

    CHICAGO and MILWAUKEE and NEW YORK, Jan. 30, 2025 (GLOBE NEWSWIRE) — YieldMax™ announced the launch today of the following ETF:

    YieldMax™ CARVANA Option Income Strategy ETF (NYSE Arca: CVNY)

    CVNY seeks to generate current income by pursuing options-based strategies on CARVANA CO. (CVNA). CVNY is actively managed by Tidal Financial Group. CNVY does not invest directly in CVNA.

    CVNY is the newest member of the YieldMax™ ETF family and like all YieldMax™ ETFs, aims to deliver current income to investors. With respect to distributions, CVNY will be a Group C ETF and its first distribution is expected to be announced on March 5, 2025. Please see table below for distribution information for all outstanding YieldMax™ ETFs as of January 29, 2025.

    ETF Ticker1 ETF Name Reference Asset Distribution per Share2
    TSLY YieldMax™ TSLA Option Income Strategy ETF TSLA $ 0.7170
    OARK YieldMax™ Innovation Option Income Strategy ETF ARKK $ 0.3298
    APLY YieldMax™ AAPL Option Income Strategy ETF AAPL $ 0.2841
    NVDY YieldMax™ NVDA Option Income Strategy ETF NVDA $ 0.8294
    AMZY YieldMax™ AMZN Option Income Strategy ETF AMZN $ 0.4005
    FBY YieldMax™ META Option Income Strategy ETF META $ 0.6390
    GOOY YieldMax™ GOOGL Option Income Strategy ETF GOOGL $ 0.3324
    NFLY YieldMax™ NFLX Option Income Strategy ETF NFLX $ 0.5830
    CONY YieldMax™ COIN Option Income Strategy ETF COIN $ 0.8339
    MSFO YieldMax™ MSFT Option Income Strategy ETF MSFT $ 0.3667
    DISO YieldMax™ DIS Option Income Strategy ETF DIS $ 0.2782
    XOMO YieldMax™ XOM Option Income Strategy ETF XOM $ 0.3485
    JPMO YieldMax™ JPM Option Income Strategy ETF JPM $ 0.6929
    AMDY YieldMax™ AMD Option Income Strategy ETF AMD $ 0.3404
    PYPY YieldMax™ PYPL Option Income Strategy ETF PYPL $ 0.4264
    SQY YieldMax™ SQ Option Income Strategy ETF SQ $ 0.6338
    MRNY YieldMax™ MRNA Option Income Strategy ETF MRNA $ 0.2730
    AIYY YieldMax™ AI Option Income Strategy ETF AI $ 0.3763
    YMAX YieldMax™ Universe Fund of Option Income ETFs Multiple $ 0.1469
    YMAG YieldMax™ Magnificent 7 Fund of Option Income ETFs Multiple $ 0.1898
    MSTY YieldMax™ MSTR Option Income Strategy ETF MSTR $ 2.2792
    ULTY YieldMax™ Ultra Option Income Strategy ETF Multiple $ 0.5715
    YBIT YieldMax™ Bitcoin Option Income Strategy ETF Bitcoin ETP $ 0.7893
    CRSH YieldMax™ Short TSLA Option Income Strategy ETF TSLA $ 0.2862
    GDXY YieldMax™ Gold Miners Option Income Strategy ETF GDX® $ 0.5937
    SNOY YieldMax™ SNOW Option Income Strategy ETF SNOW $ 0.7392
    ABNY YieldMax™ ABNB Option Income Strategy ETF ABNB $ 0.4220
    FIAT YieldMax™ Short COIN Option Income Strategy ETF COIN $ 0.6530
    DIPS YieldMax™ Short NVDA Option Income Strategy ETF NVDA $ 0.5026
    BABO YieldMax™ BABA Option Income Strategy ETF BABA $ 0.4693
    YQQQ YieldMax™ Short N100 Option Income Strategy ETF N100 $ 0.3873
    TSMY YieldMax™ TSM Option Income Strategy ETF TSM $ 0.6449
    SMCY YieldMax™ SMCI Option Income Strategy ETF SMCI $ 1.7215
    PLTY YieldMax™ PLTR Option Income Strategy ETF PLTR $ 2.9826
    BIGY YieldMax™ Target 12™ Big 50 Option Income ETF Multiple $ 0.5130
    SOXY YieldMax™ Target 12™ Semiconductor Option Income ETF Multiple $ 0.5256
    MARO YieldMax™ MARA Option Income Strategy ETF MARA $ 2.1002
    FEAT YieldMax™ Dorsey Wright Featured 5 Income ETF Multiple $ 2.1944
    FIVY YieldMax™ Dorsey Wright Hybrid 5 Income ETF Multiple $ 1.6771
    LFGY YieldMax™ Crypto Industry & Tech Option Income ETF Multiple $ 0.6294
    GPTY* YieldMax™ AI & Tech Option Income ETF Multiple   –

    Note: DIPS, FIAT, CRSH and YQQQ are hereinafter referred to as the “Short ETFs” and “ADR” stands for American Depositary Receipt.

    You are not guaranteed a distribution under the ETFs. Distributions for the ETFs (if any) are variable and may vary significantly from period to period and may be zero.

    Investors in the Funds will not have rights to receive dividends or other distributions with respect to the underlying reference asset(s).

    *The inception date for GPTY is January 22, 2025.

    1Each ETF’s strategy (except those of the Short ETFs) will cap potential gains if its reference asset’s shares increase in value, yet subjects an investor to all potential losses if the reference asset’s shares decrease in value. Such potential losses may not be offset by income received by the ETF. Each Short ETF’s strategy will cap potential gains if its reference asset decreases in value, yet subjects an investor to all potential losses if the reference asset increases in value. Such potential losses may not be offset by income received by the ETF.

    2 The Distribution per Share is the most recently declared such amount as of close on January 29, 2025.

    Each Fund has a limited operating history and while each Fund’s objective is to provide current income, there is no guarantee the Fund will make a distribution. Distributions are likely to vary greatly in amount.

    Important Information

    Investors should consider the investment objectives, risks, charges and expenses carefully before investing. For a prospectus or summary prospectus with this and other information about each Fund, visit our website at www.YieldMaxETFs.com. Read the prospectus or summary prospectus carefully before investing.

    There is no guarantee that any Fund’s investment strategy will be properly implemented, and an investor may lose some or all of its investment in any such Fund.

    Tidal Financial Group is the adviser for all YieldMax™ ETFs.

    THE FUND, TRUST, AND ADVISER ARE NOT AFFILIATED WITH ANY UNDERLYING REFERENCE ASSET.

    Risk Disclosures (applicable to all YieldMax ETFs referenced above, except the Short ETFs)

    YMAX, YMAG, FEAT and FIVY generally invest in other YieldMax™ ETFs. As such, these two Funds are subject to the risks listed in this section, which apply to all the YieldMax™ ETFs they may hold from time to time.

    Investing involves risk. Principal loss is possible.

    Call Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s call writing strategy will impact the extent that the Fund participates in the positive price returns of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold call options and over longer time periods.

    Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.

    Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.

    Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.

    Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given month. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next.

    High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses.

    Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.

    Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.

    New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.

    Price Participation Risk. The Fund employs an investment strategy that includes the sale of call option contracts, which limits the degree to which the Fund will participate in increases in value experienced by the underlying reference asset over the Call Period.

    Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security (ARKK, TSLA, AAPL, NVDA, AMZN, META, GOOGL, NFLX, COIN, MSFT, DIS, XOM, JPM, AMD, PYPL, SQ, MRNA, AI, MSTR, Bitcoin ETP, GDX®, SNOW, ABNB, BABA, TSM, SMCI, PLTR, MARA, CVNA), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.

    Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.

    Risk Disclosures (applicable only to GPTY)

    Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.

    Technology Sector Risk. The Fund will invest substantially in companies in the information technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.

    Risk Disclosures (applicable only to MARO)

    Digital Assets Risk: The Fund does not invest directly in Bitcoin or any other digital assets. The Fund does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. The Fund does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than the Fund. Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility.

    Risk Disclosures (applicable only to BABO and TSMY)

    Currency Risk: Indirect exposure to foreign currencies subjects the Fund to the risk that currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.

    Depositary Receipts Risk: Investment in ADRs may be less liquid than the underlying shares in their primary trading market.

    Foreign Market and Trading Risk: The trading markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight.

    Foreign Securities Risk: Investments in securities of non-U.S. issuers involve certain risks that may not be present with investments in securities of U.S. issuers, such as risk of loss due to foreign currency fluctuations or to political or economic instability, as well as varying regulatory requirements applicable to investments in non-U.S. issuers. There may be less information publicly available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may also be subject to different regulatory, accounting, auditing, financial reporting and investor protection standards than U.S. issuers.

    Risk Disclosures (applicable only to GDXY)

    Risk of Investing in Foreign Securities. The Fund is exposed indirectly to the securities of foreign issuers selected by GDX®’s investment adviser, which subjects the Fund to the risks associated with such companies. Investments in the securities of foreign issuers involve risks beyond those associated with investments in U.S. securities.

    Risk of Investing in Gold and Silver Mining Companies. The Fund is exposed indirectly to gold and silver mining companies selected by GDX®’s investment adviser, which subjects the Fund to the risks associated with such companies.

    The Fund invests in options contracts based on the value of the VanEck Gold Miners ETF (GDX®), which subjects the Fund to some of the same risks as if it owned GDX®, as well as the risks associated with Canadian, Australian and Emerging Market Issuers, and Small-and Medium-Capitalization companies.

    Risk Disclosures (applicable only to YBIT)

    YBIT does not invest directly in Bitcoin or any other digital assets. YBIT does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. YBIT does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than YBIT.

    Bitcoin Investment Risk: The Fund’s indirect investment in Bitcoin, through holdings in one or more Underlying ETPs, exposes it to the unique risks of this emerging innovation. Bitcoin’s price is highly volatile, and its market is influenced by the changing Bitcoin network, fluctuating acceptance levels, and unpredictable usage trends.

    Digital Assets Risk: Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility. Potentially No 1940 Act Protections. As of the date of this Prospectus, there is only a single eligible Underlying ETP, and it is an investment company subject to the 1940 Act.

    Bitcoin ETP Risk: The Fund invests in options contracts that are based on the value of the Bitcoin ETP. This subjects the Fund to certain of the same risks as if it owned shares of the Bitcoin ETP, even though it does not. Bitcoin ETPs are subject, but not limited, to significant risk and heightened volatility. An investor in a Bitcoin ETP may lose their entire investment. Bitcoin ETPs are not suitable for all investors. In addition, not all Bitcoin ETPs are registered under the Investment Company Act of 1940. Those Bitcoin ETPs that are not registered under such statute are therefore not subject to the same regulations as exchange traded products that are so registered.

    Risk Disclosures (applicable only to the Short ETFs)

    Investing involves risk. Principal loss is possible.

    Price Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the value of the underlying reference asset. This strategy subjects the Fund to certain of the same risks as if it shorted the underlying reference asset, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the value of the underlying reference asset, the Fund is subject to the risk that the value of the underlying reference asset increases. If the value of the underlying reference asset increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses.

    Put Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s put writing (selling) strategy will impact the extent that the Fund participates in decreases in the value of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold put options and over longer time periods.

    Purchased OTM Call Options Risk. The Fund’s strategy is subject to potential losses if the underlying reference asset increases in value, which may not be offset by the purchase of out-of-the-money (OTM) call options. The Fund purchases OTM calls to seek to manage (cap) the Fund’s potential losses from the Fund’s short exposure to the underlying reference asset if it appreciates significantly in value. However, the OTM call options will cap the Fund’s losses only to the extent that the value of the underlying reference asset increases to a level that is at or above the strike level of the purchased OTM call options. Any increase in the value of the underlying reference asset to a level that is below the strike level of the purchased OTM call options will result in a corresponding loss for the Fund. For example, if the OTM call options have a strike level that is approximately 100% above the then-current value of the underlying reference asset at the time of the call option purchase, and the value of the underlying reference asset increases by at least 100% during the term of the purchased OTM call options, the Fund will lose all its value. Since the Fund bears the costs of purchasing the OTM calls, such costs will decrease the Fund’s value and/or any income otherwise generated by the Fund’s investment strategy.

    Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.

    Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.

    Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying reference asset, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.

    Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given month. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next.

    High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings.

    Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.

    Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.

    New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.

    Price Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will participate in decreases in value experienced by the underlying reference asset over the Put Period.

    Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, for any Fund that focuses on an individual security (e.g., TSLA, COIN, NVDA), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.

    Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.

    Risk Disclosures (applicable only to YQQQ)

    Index Overview. The Nasdaq 100 Index is a benchmark index that includes 100 of the largest non-financial companies listed on the Nasdaq Stock Market, based on market capitalization.

    Index Level Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the Index level. This strategy subjects the Fund to certain of the same risks as if it shorted the Index, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the Index level, the Fund is subject to the risk that the Index level increases. If the Index level increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. The Fund may also be subject to the following risks: innovation and technological advancement; strong market presence of Index constituent companies; adaptability to global market trends; and resilience and recovery potential.

    Index Level Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will benefit from decreases in the Index level experienced over the Put Period. This means that if the Index level experiences a decrease in value below the strike level of the sold put options during a Put Period, the Fund will likely not experience that increase to the same extent and any Fund gains may significantly differ from the level of the Index losses over the Put Period. Additionally, because the Fund is limited in the degree to which it will participate in decreases in value experienced by the Index level over each Put Period, but has significant negative exposure to any increases in value experienced by the Index level over the Put Period, the NAV of the Fund may decrease over any given time period. The Fund’s NAV is dependent on the value of each options portfolio, which is based principally upon the inverse of the performance of the Index level. The Fund’s ability to benefit from the Index level decreases will depend on prevailing market conditions, especially market volatility, at the time the Fund enters into the sold put option contracts and will vary from Put Period to Put Period. The value of the options contracts is affected by changes in the value and dividend rates of component companies that comprise the Index, changes in interest rates, changes in the actual or perceived volatility of the Index and the remaining time to the options’ expiration, as well as trading conditions in the options market. As the Index level changes and time moves towards the expiration of each Put Period, the value of the options contracts, and therefore the Fund’s NAV, will change. However, it is not expected for the Fund’s NAV to directly inversely correlate on a day-to-day basis with the returns of the Index level. The amount of time remaining until the options contract’s expiration date affects the impact that the value of the options contracts has on the Fund’s NAV, which may not be in full effect until the expiration date of the Fund’s options contracts. Therefore, while changes in the Index level will result in changes to the Fund’s NAV, the Fund generally anticipates that the rate of change in the Fund’s NAV will be different than the inverse of the changes experienced by the Index level.

    Holdings

    As of January 29, 2025, the YieldMax™ CARVANA Option Income Strategy ETF did not hold any shares of CARVANA CO. (CVNA). As of such date, the holdings of CVNA in such fund were 0.00%.

    YieldMax™ ETFs are distributed by Foreside Fund Services, LLC. Foreside is not affiliated with Tidal Financial Group, YieldMax™ ETFs.

    © 2025 YieldMax™ ETFs

    The MIL Network –

  • MIL-OSI: Roper Technologies announces 2024 financial results

    Source: GlobeNewswire (MIL-OSI)

    SARASOTA, Fla., Jan. 30, 2025 (GLOBE NEWSWIRE) — Roper Technologies, Inc. (Nasdaq: ROP) reported financial results for the fourth quarter and full year ended December 31, 2024. The results in this press release are presented on a continuing operations basis.

    Fourth quarter 2024 highlights

    • Revenue increased 16% to $1.88 billion; acquisition contribution was +9% and organic revenue was +7%
    • Operating cash flow was $722 million; adjusted operating cash flow increased 13%
    • GAAP net earnings increased 22% to $462 million; adjusted net earnings increased 10% to $520 million
    • Adjusted EBITDA increased 13% to $744 million
    • GAAP DEPS increased 22% to $4.28; adjusted DEPS increased 10% to $4.81

    Full year 2024 highlights

    • Revenue increased 14% to $7.04 billion; acquisition contribution was +8% and organic revenue was +6%
    • Operating cash flow was $2.39 billion; adjusted operating cash flow increased 16%
    • GAAP net earnings increased 13% to $1.55 billion; adjusted net earnings increased 10% to $1.98 billion
    • Adjusted EBITDA increased 13% to $2.83 billion
    • GAAP DEPS increased 13% to $14.35; adjusted DEPS increased 10% to $18.31

    “It was an outstanding year for Roper’s long-term cash flow compounding model. We grew free cash flow 16% to $2.3 billion, surpassing the $2 billion milestone for the first time in our history,” said Neil Hunn, Roper Technologies’ President and CEO. “Our total revenue growth of 14% for the year was driven by 6% organic growth and an 8% contribution from our disciplined and process-driven capital deployment capability. To this end, we deployed $3.6 billion of capital toward high-quality vertical software acquisitions, highlighted by Procare Solutions, a leading early childhood education software company, and Transact Campus, which was successfully combined with our CBORD education & healthcare software business.”

    2025 outlook and guidance

    “Roper not only grew substantially in 2024, but we enter 2025 as a fundamentally better company. This past year, we upgraded key leadership talent, expanded our capital deployment function, and advanced our operating model. As a result, we are entering 2025 with broad-based and positive momentum. Our double-digit 2025 total revenue growth outlook is fueled by improving organic growth and meaningful contributions from our 2024 acquisitions. We believe these growth trends, combined with our significant M&A firepower and large pipeline of attractive acquisition opportunities, position Roper well to continue delivering compelling long-term cash flow compounding for our shareholders,” concluded Mr. Hunn.

    Roper expects full year 2025 adjusted DEPS of $19.75 – $20.00 with first quarter adjusted DEPS of $4.70 – $4.74. The Company expects full year total revenue growth of 10%+, with organic revenue growth of +6 – 7%.

    The Company’s guidance excludes the impact of unannounced future acquisitions or divestitures.

    Conference call to be held at 8:00 AM (ET) today

    A conference call to discuss these results has been scheduled for 8:00 AM ET on Thursday, January 30, 2025. The call can be accessed via webcast or by dialing +1 800-836-8184 (US/Canada) or +1 646-357-8785, using conference call ID 30275. Webcast information and conference call materials will be made available in the Investors section of Roper’s website (www.ropertech.com) prior to the start of the call. The webcast can also be accessed directly by using the following URL https://event.webcast. Telephonic replays will be available for up to two weeks and can be accessed by dialing +1 646-517-4150 with access code 30275#.

    Use of non-GAAP financial information

    The Company supplements its consolidated financial statements presented on a GAAP basis with certain non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. Reconciliation of non-GAAP measures to their most directly comparable GAAP measures are included in the accompanying financial schedules or tables. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated.

    Minority interests

    Following the sale of a majority stake in its industrial businesses to CD&R, Roper holds a minority interest in Indicor. The fair value of Roper’s equity investment in Indicor is updated on a quarterly basis and reported as “equity investments gain, net.” During the quarter, Roper sold its minority interest in Certinia and recognized the associated gain within “equity investments gain, net.” Roper makes non-GAAP adjustments for the impacts associated with these investments.

    Table 1: Revenue and adjusted EBITDA reconciliation ($M)
    (from continuing operations)
      Q4 2023   Q4 2024   V %   FY 2023   FY 2024   V %
    GAAP revenue $ 1,613     $ 1,877       16 %   $ 6,178     $ 7,039       14 %
                           
    Components of revenue growth                      
    Organic           7 %             6 %
    Acquisitions           9 %             8 %
    Foreign exchange           — %             — %
    Revenue growth           16 %             14 %
                           
    Adjusted EBITDA reconciliation                      
    GAAP net earnings $ 378     $ 462         $ 1,368     $ 1,549      
    Taxes   99       128           375       418      
    Interest expense   50       71           165       259      
    Depreciation   9       9           35       37      
    Amortization   187       202           720       776      
    EBITDA $ 723     $ 873       21 %   $ 2,663     $ 3,039       14 %
                           
    Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions   —       —           9       9      
    Transaction-related expenses for completed acquisitions   3       1           8       8      
    Financial impacts associated with the minority investments in Indicor & CertiniaA   (67 )     (141 )         (165 )     (235 )    
    Gain on sale of non-operating assets   —       —           (3 )     —      
    Legal settlement charge   —       11           —       11      
    Adjusted EBITDA $ 659     $ 744      13 %   $ 2,511     $ 2,832       13 %
    % of revenue   40.8 %     39.6 %    (120 bps )     40.6 %     40.2 %     (40 bps )
    Table 2: Adjusted net earnings reconciliation ($M)
    (from continuing operations)
      Q4 2023   Q4 2024   V %   FY 2023   FY 2024   V %
    GAAP net earnings $ 378     $ 462       22 %   $ 1,368     $ 1,549       13 %
    Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions   —       —           7       7      
    Transaction-related expenses for completed acquisitions   2       1           6       6      
    Financial impacts associated with the minority investments in Indicor & CertiniaA   (52 )     (105 )         (135 )     (182 )    
    Gain on sale of non-operating assets   —       —           (3 )     —      
    Legal settlement charge   —       9           —       9      
    Amortization of acquisition-related
    intangible assetsB    		   143       153           552       588      
    Adjusted net earningsC $ 471     $ 520       10 %   $ 1,795     $ 1,978       10 %
    Table 3: Adjusted DEPS reconciliation
    (from continuing operations)
      Q4 2023   Q4 2024   V %   FY 2023   FY 2024   V %
    GAAP DEPS $ 3.50     $ 4.28       22 %   $ 12.74     $ 14.35       13 %
    Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions   —       —           0.06       0.07      
    Transaction-related expenses for completed acquisitions   0.02       0.01           0.06       0.06      
    Financial impacts associated with the minority investments in Indicor & CertiniaA   (0.48 )     (0.97 )         (1.25 )     (1.68 )    
    Gain on sale of non-operating assets   —       —           (0.02 )     —      
    Legal settlement charge   —       0.08           —       0.08      
    Amortization of acquisition-related intangible assetsB   1.33       1.41           5.13       5.45      
    Adjusted DEPSC $ 4.37     $ 4.81       10 %   $ 16.71     $ 18.31       10 %
    Table 4: Adjusted cash flow reconciliation ($M)
    (from continuing operations)
      Q4 2023   Q4 2024   V %   FY 2023   FY 2024   V %
    Operating cash flow $ 622     $ 722       16 %   $ 2,037     $ 2,393       17 %
    Taxes paid in period related to divestiture   16       —           32       —      
    Adjusted operating cash flow $ 638     $ 722       13 %   $ 2,070     $ 2,393       16 %
    Capital expenditures   (30 )     (27 )         (68 )     (66 )    
    Capitalized software expenditures   (11 )     (12 )         (40 )     (45 )    
    Adjusted free cash flow $ 596     $ 684       15 %   $ 1,962     $ 2,282       16 %
    Table 5: Forecasted adjusted DEPS reconciliation
    (from continuing operations)
      Q1 2025   FY 2025
      Low End   High End   Low End   High End
    GAAP DEPSD $ 3.29     $ 3.33     $ 14.21     $ 14.46  
    Financial impacts associated with the minority investment in IndicorA   TBD       TBD       TBD       TBD  
    Amortization of acquisition-related intangible assetsB   1.41       1.41       5.54       5.54  
    Adjusted DEPSC $ 4.70     $ 4.74     $ 19.75     $ 20.00  

    Footnotes:

    A. Adjustments related to the financial impacts associated with the minority investments in Indicor & Certinia as shown below ($M, except per share data). Forecasted results do not include any potential impacts associated with our minority investment in Indicor, as these potential impacts cannot be reasonably predicted. These impacts will be excluded from all non-GAAP results in future periods.
                                 
        Q4 2023A   Q4 2024A     FY 2023A   FY 2024A     Q1 2025E   FY 2025E
      Pretax $ (67 )   $ (141 )     $ (165 )   $ (235 )     TBD   TBD
      After-tax $ (52 )   $ (105 )     $ (135 )   $ (182 )     TBD   TBD
      Per share $ (0.48 )   $ (0.97 )     $ (1.25 )   $ (1.68 )     TBD   TBD
                                 
    B. Actual results and forecast of estimated amortization of acquisition-related intangible assets as shown below ($M, except per share data).
                                 
        Q4 2023A   Q4 2024A     FY 2023A   FY 2024A     Q1 2025E   FY 2025E
      Pretax $ 181     $ 193       $ 698     $ 745       $ 193   $ 762
      After-tax $ 143     $ 153       $ 552     $ 588       $ 153   $ 602
      Per share $ 1.33     $ 1.41       $ 5.13     $ 5.45       $ 1.41   $ 5.54
                                 
    C. All actual and forecasted non-GAAP adjustments are taxed at 21% with the exception of the financial impacts associated with minority investments.
                                 
    D. Forecasted GAAP DEPS do not include any potential impacts associated with our minority investment in Indicor. These impacts will be excluded from all non-GAAP results in future periods.
       

    Note: Numbers may not foot due to rounding.

    About Roper Technologies

    Roper Technologies is a constituent of the Nasdaq 100, S&P 500, and Fortune 1000. Roper has a proven, long-term track record of compounding cash flow and shareholder value. The Company operates market leading businesses that design and develop vertical software and technology enabled products for a variety of defensible niche markets. Roper utilizes a disciplined, analytical, and process-driven approach to redeploy its excess capital toward high-quality acquisitions. Additional information about Roper is available on the Company’s website at www.ropertech.com.

    Contact information:
    Investor Relations
    941-556-2601
    investor-relations@ropertech.com

    The information provided in this press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements may include, among others, statements regarding operating results, the success of our internal operating plans, and the prospects for newly acquired businesses to be integrated and contribute to future growth, profit and cash flow expectations. Forward-looking statements may be indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes,” “intends” and similar words and phrases. These statements reflect management’s current beliefs and are not guarantees of future performance. They involve risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement. Such risks and uncertainties include our ability to identify and complete acquisitions consistent with our business strategies, integrate acquisitions that have been completed, realize expected benefits and synergies from, and manage other risks associated with, acquired businesses, including obtaining any required regulatory approvals with respect thereto. We also face other general risks, including our ability to realize cost savings from our operating initiatives, general economic conditions and the conditions of the specific markets in which we operate, including risks related to labor shortages and rising interest rates, changes in foreign exchange rates, risks related to changing U.S. and foreign trade policies, including increased trade restrictions or tariffs, risks associated with our international operations, cybersecurity and data privacy risks, including litigation resulting therefrom, risks related to political instability, armed hostilities, incidents of terrorism, public health crises (such as the COVID-19 pandemic) or natural disasters, increased product liability and insurance costs, increased warranty exposure, future competition, changes in the supply of, or price for, parts and components, including as a result of inflation and potential supply chain constraints, environmental compliance costs and liabilities, risks and cost associated with litigation, potential write-offs of our substantial intangible assets, and risks associated with obtaining governmental approvals and maintaining regulatory compliance for new and existing products. Important risks may be discussed in current and subsequent filings with the SEC. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

     

    Roper Technologies, Inc.      
    Condensed Consolidated Balance Sheets (unaudited)
    (Amounts in millions)      
           
      December 31, 2024   December 31, 2023
    ASSETS:      
           
    Cash and cash equivalents $ 188.2     $ 214.3  
    Accounts receivable, net   885.1       829.9  
    Inventories, net   120.8       118.6  
    Income taxes receivable   25.6       47.7  
    Unbilled receivables   127.3       106.4  
    Prepaid expenses and other current assets   195.7       164.5  
    Total current assets   1,542.7       1,481.4  
           
    Property, plant and equipment, net   149.7       119.6  
    Goodwill   19,312.9       17,118.8  
    Other intangible assets, net   9,059.6       8,212.1  
    Deferred taxes   54.1       32.2  
    Equity investments   772.3       795.7  
    Other assets   443.4       407.7  
    Total assets $ 31,334.7     $ 28,167.5  
           
    LIABILITIES AND STOCKHOLDERS’ EQUITY:      
           
    Accounts payable $ 148.1     $ 143.0  
    Accrued compensation   289.0       250.0  
    Deferred revenue   1,737.4       1,583.8  
    Other accrued liabilities   546.2       446.5  
    Income taxes payable   68.4       40.4  
    Current portion of long-term debt, net   1,043.1       499.5  
    Total current liabilities   3,832.2       2,963.2  
           
    Long-term debt, net of current portion   6,579.9       5,830.6  
    Deferred taxes   1,630.6       1,513.1  
    Other liabilities   424.4       415.8  
    Total liabilities   12,467.1       10,722.7  
           
    Common stock   1.1       1.1  
    Additional paid-in capital   3,014.6       2,767.0  
    Retained earnings   16,034.9       14,816.3  
    Accumulated other comprehensive loss   (166.5 )     (122.8 )
    Treasury stock   (16.5 )     (16.8 )
    Total stockholders’ equity   18,867.6       17,444.8  
    Total liabilities and stockholders’ equity $ 31,334.7     $ 28,167.5  
           
    Roper Technologies, Inc.          
    Condensed Consolidated Statements of Earnings (unaudited)
    (Amounts in millions, except per share data)
                   
      Three months ended December 31,   Year ended December 31,
        2024       2023       2024       2023  
    Net revenues $ 1,877.1     $ 1,613.5     $ 7,039.2     $ 6,177.8  
    Cost of sales   594.8       488.3       2,160.9       1,870.6  
    Gross profit   1,282.3       1,125.2       4,878.3       4,307.2  
                   
    Selling, general and administrative expenses   757.6       662.4       2,881.5       2,562.0  
    Income from operations   524.7       462.8       1,996.8       1,745.2  
                   
    Interest expense, net   70.8       50.1       259.2       164.7  
    Equity investments gain, net   (141.0 )     (66.7 )     (234.6 )     (165.4 )
    Other expense, net   4.1       2.7       5.0       2.8  
                   
    Earnings before income taxes   590.8       476.7       1,967.2       1,743.1  
                   
    Income taxes   128.5       99.2       417.9       374.7  
                   
    Net earnings from continuing operations   462.3       377.5       1,549.3       1,368.4  
                   
    Loss from discontinued operations, net of tax   —       —       —       (4.1 )
    Gain on disposition of discontinued operations, net of tax   —       11.5       —       19.9  
    Net earnings from discontinued operations   —       11.5       —       15.8  
                   
    Net earnings $ 462.3     $ 389.0     $ 1,549.3     $ 1,384.2  
                   
    Net earnings per share from continuing operations:              
    Basic $ 4.31     $ 3.53     $ 14.47     $ 12.83  
    Diluted $ 4.28     $ 3.50     $ 14.35     $ 12.74  
                   
    Net earnings per share from discontinued operations:              
    Basic $ —     $ 0.11     $ —     $ 0.15  
    Diluted $ —     $ 0.11     $ —     $ 0.15  
                   
    Net earnings per share:              
    Basic $ 4.31     $ 3.64     $ 14.47     $ 12.98  
    Diluted $ 4.28     $ 3.61     $ 14.35     $ 12.89  
                   
    Weighted average common shares outstanding:              
    Basic   107.3       106.9       107.1       106.6  
    Diluted   108.1       107.7       108.0       107.4  
    Roper Technologies, Inc.            
    Selected Segment Financial Data (unaudited)            
    (Amounts in millions; percentages of net revenues)            
                                   
      Three months ended December 31,   Year ended December 31,
        2024       2023       2024       2023  
      Amount   %   Amount   %   Amount   %   Amount   %
    Net revenues:                              
    Application Software $ 1,056.9         $ 851.8         $ 3,868.3         $ 3,186.9      
    Network Software   373.5           362.7           1,475.6           1,439.4      
    Technology Enabled Products   446.7           399.0           1,695.3           1,551.5      
    Total $ 1,877.1         $ 1,613.5         $ 7,039.2         $ 6,177.8      
                                   
                                   
    Gross profit:                              
    Application Software $ 708.0       67.0 %   $ 586.6       68.9 %   $ 2,647.6       68.4 %   $ 2,195.8       68.9 %
    Network Software   318.9       85.4 %     311.6       85.9 %     1,254.8       85.0 %     1,225.6       85.1 %
    Technology Enabled Products   255.4       57.2 %     227.0       56.9 %     975.9       57.6 %     885.8       57.1 %
    Total $ 1,282.3       68.3 %   $ 1,125.2       69.7 %   $ 4,878.3       69.3 %   $ 4,307.2       69.7 %
                                   
                                   
    Operating profit*:                              
    Application Software $ 272.9       25.8 %   $ 219.5       25.8 %   $ 1,023.4       26.5 %   $ 820.8       25.8 %
    Network Software   174.4       46.7 %     167.4       46.2 %     666.5       45.2 %     632.4       43.9 %
    Technology Enabled Products   150.3       33.6 %     127.0       31.8 %     574.3       33.9 %     518.7       33.4 %
    Total $ 597.6       31.8 %   $ 513.9       31.9 %   $ 2,264.2       32.2 %   $ 1,971.9       31.9 %
                                   
                                   
    * Segment operating profit is before unallocated corporate general and administrative expenses and enterprise-wide stock-based compensation. These expenses were $72.9 and $51.1 for the three months ended December 31, 2024 and 2023, respectively, and $267.4 and $226.7 for the twelve months ended December 31, 2024 and 2023, respectively.
    Roper Technologies, Inc.  
    Condensed Consolidated Statements of Cash Flows (unaudited)
    (Amounts in millions)      
      Year ended December 31,
        2024       2023  
    Cash flows from operating activities:      
    Net earnings from continuing operations $ 1,549.3     $ 1,368.4  
    Adjustments to reconcile net earnings from continuing operations to cash flows from operating activities:      
    Depreciation and amortization of property, plant and equipment   37.1       35.4  
    Amortization of intangible assets   775.7       719.8  
    Amortization of deferred financing costs   9.8       9.9  
    Non-cash stock compensation   145.9       123.5  
    Equity investments gain, net   (234.6 )     (165.4 )
    Income tax provision   417.9       374.7  
    Changes in operating assets and liabilities, net of acquired businesses:      
    Accounts receivable   14.4       (50.2 )
    Unbilled receivables   (18.5 )     (7.5 )
    Inventories   (1.9 )     (6.6 )
    Prepaid expenses and other current assets   (19.5 )     (4.3 )
    Accounts payable   (13.0 )     18.2  
    Other accrued liabilities   109.3       (1.0 )
    Deferred revenue   110.7       93.9  
    Cash taxes paid for gain on disposal of business   —       (32.5 )
    Cash income taxes paid, excluding tax associated with gain on disposal of business   (483.8 )     (423.4 )
    Other, net   (5.6 )     (15.5 )
    Cash provided by operating activities from continuing operations   2,393.2       2,037.4  
    Cash used in operating activities from discontinued operations   —       (2.3 )
    Cash provided by operating activities   2,393.2       2,035.1  
           
    Cash flows from (used in) investing activities:      
    Acquisitions of businesses, net of cash acquired   (3,612.9 )     (2,052.7 )
    Capital expenditures   (66.0 )     (68.0 )
    Capitalized software expenditures   (45.0 )     (40.0 )
    Distributions from equity investment   10.8       32.5  
    Proceeds from sale of equity investment   245.6       —  
    Other, net   (1.0 )     (0.1 )
    Cash used in investing activities from continuing operations   (3,468.5 )     (2,128.3 )
    Cash provided by disposition of discontinued operations   —       2.0  
    Cash used in investing activities   (3,468.5 )     (2,126.3 )
           
    Cash flows from (used in) financing activities:      
    Proceeds from senior notes   2,000.0       —  
    Payments of senior notes   (500.0 )     (700.0 )
    Borrowings (payments) under revolving line of credit, net   (235.0 )     360.0  
    Debt issuance costs   (24.6 )     —  
    Cash dividends to stockholders   (321.9 )     (290.2 )
    Treasury stock sales   18.5       15.5  
    Proceeds from stock-based compensation, net   88.6       115.2  
    Other, net   43.9       —  
    Cash provided by (used in) financing activities   1,069.5       (499.5 )
           
    (Continued)
    Roper Technologies, Inc.  
    Condensed Consolidated Statements of Cash Flows (unaudited) – Continued
    (Amounts in millions)      
      Year ended December 31,
        2024       2023  
    Effect of exchange rate changes on cash   (20.3 )     12.2  
           
    Net decrease in cash and cash equivalents   (26.1 )     (578.5 )
           
    Cash and cash equivalents, beginning of year   214.3       792.8  
           
    Cash and cash equivalents, end of year $ 188.2     $ 214.3  
           

    The MIL Network –

  • MIL-OSI: Bread Financial Provides Performance Update for December 2024

    Source: GlobeNewswire (MIL-OSI)

    COLUMBUS, Ohio, Jan. 30, 2025 (GLOBE NEWSWIRE) — Bread Financial®Holdings, Inc. (NYSE: BFH), a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions, provided a performance update. The following tables present the Company’s net loss rate and delinquency rate for the periods indicated.

      For the
    month ended
    December 31, 2024    		   For the
    three months
    ended
    December 31, 2024
      (dollars in millions)
    End-of-period credit card and other loans $ 18,896     $ 18,896  
    Average credit card and other loans (1) $ 18,647     $ 18,156  
    Year-over-year change in average credit card and other loans (1)   — %     (1 %)
    Net principal losses (2) $ 129     $ 367  
    Net loss rate (1)(2)   8.1 %     8.0 %
                   
      As of
    December 31, 2024    		   As of
    December 31, 2023
      (dollars in millions)
    30 days + delinquencies – principal $ 1,034     $ 1,163  
    Period ended credit card and other loans – principal $ 17,418     $ 17,906  
    Delinquency rate   5.9 %     6.5 %
                   

    ______________________________

    (1) Beginning in January 2024, we revised the calculation of Average credit card and other loans to more closely align with industry practice by incorporating an average daily balance. Prior to 2024, Average credit card and other loans represent the average balance of the loans at the beginning and end of each month, averaged over the periods indicated. Consequentially, the calculations for Year-over-year change in average credit card and other loans and Net loss rate differ for the periods presented.
    (2) As a result of hurricanes Helene and Milton we froze delinquency progression for cardholders in Federal Emergency Management Agency identified impact zones for one billing cycle, which will result in modestly lower Net principal losses and Net loss rate in the fourth quarter of 2024, and consequently these actions will negatively impact Net principal losses and Net loss rate in the second quarter of 2025.
       

    About Bread Financial® 
    Bread Financial® (NYSE: BFH) is a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions to millions of U.S. consumers. Our payment solutions, including Bread Financial general purpose credit cards and savings products, empower our customers and their passions for a better life. Additionally, we deliver growth for some of the most recognized brands in travel & entertainment, health & beauty, jewelry and specialty apparel through our private label and co-brand credit cards and pay-over-time products providing choice and value to our shared customers.

    To learn more about Bread Financial, our global associates and our sustainability commitments, visit breadfinancial.com or follow us on Instagram and LinkedIn.

    Forward-Looking Statements

    This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give our expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results, future financial performance and outlook, future dividend declarations, and future economic conditions.

    We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Accordingly, our actual results could differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that our expectations will prove to have been correct. Factors that could cause the outcomes to differ materially include, but are not limited to, the following: macroeconomic conditions, including market conditions, inflation, interest rates, labor market conditions, recessionary pressures or concerns over a prolonged economic slowdown, and the related impact on consumer spending behavior, payments, debt levels, savings rates and other behaviors; global political and public health events and conditions, including ongoing wars and military conflicts and natural disasters; future credit performance, including the level of future delinquency and write-off rates; the loss of, or reduction in demand from, significant brand partners or customers in the highly competitive markets in which we compete; the concentration of our business in U.S. consumer credit; inaccuracies in the models and estimates on which we rely, including the amount of our Allowance for credit losses and our credit risk management models; the inability to realize the intended benefits of acquisitions, dispositions and other strategic initiatives; our level of indebtedness and ability to access financial or capital markets; pending and future federal and state legislation, regulation, supervisory guidance, and regulatory and legal actions, including, but not limited to, those related to financial regulatory reform and consumer financial services practices, as well as any such actions with respect to late fees, interchange fees or other charges; impacts arising from or relating to the transition of our credit card processing services to third party service providers that we completed in 2022; failures or breaches in our operational or security systems, including as a result of cyberattacks, unanticipated impacts from technology modernization projects or otherwise; and any tax or other liability or adverse impacts arising out of or related to the spinoff of our former LoyaltyOne segment or the bankruptcy filings of Loyalty Ventures Inc. (LVI) and certain of its subsidiaries and subsequent litigation or other disputes. In addition, the Consumer Financial Protection Bureau (CFPB) has issued a final rule that, absent a successful legal challenge, will place significant limits on credit card late fees, which would have a significant impact on our business and results of operations for at least the short term and, depending on the effectiveness of the mitigating actions that we have taken or may in the future take in anticipation of, or in response to, the final rule, may potentially adversely impact us over the long term; we cannot provide any assurance as to the effective date of the rule, the result of any pending or future challenges or other litigation relating to the rule, or our ability to mitigate or offset the impact of the rule on our business and results of operations. The foregoing factors, along with other risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements, are described in greater detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. Our forward-looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

    Contacts
    Brian Vereb — Investor Relations
    Brian.Vereb@breadfinancial.com

    Susan Haugen — Investor Relations
    Susan.Haugen@breadfinancial.com

    Rachel Stultz — Media
    Rachel.Stultz@breadfinancial.com

    The MIL Network –

  • MIL-OSI: Brightstar Capital Partners Acquires WW Williams, a Nationwide Provider of Mechanical Repair Services and Products

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK and COLUMBUS, Ohio, Jan. 30, 2025 (GLOBE NEWSWIRE) — Brightstar Capital Partners (“Brightstar”), a middle market private equity firm focused on investing in business services, industrials, consumer, and government services and technology, announced today that it has acquired WW Williams (“Williams” or the “Company”) from One Equity Partners. Williams is a provider of equipment and aftermarket parts and service for commercial trucks, dry and refrigerated trailers, diesel engines, and power generation systems. The Company’s senior management team will retain an ownership stake in the business.

    Founded in 1912, WW Williams is a diversified aftermarket parts and service provider to the commercial vehicle and equipment markets that operates across the US. The Company represents major original equipment manufacturers (OEMs) and provides a full range of industry-leading products, parts and services focused on keeping customers’ vehicles and equipment in operation and minimizing downtime. The Company operates in 23 states, with over 50 locations and more than 1,250 staff members.

    “Williams has built an impressive reputation for quality service and technical expertise during its long and distinguished history,” said Reidar Brekke, Partner at Brightstar. “We see significant opportunities to partner with the leadership team and accelerate Williams’ growth by expanding its offerings, continuing to support and grow its OEM relationships, executing a targeted M&A strategy, and investing in people and technology to enhance operational efficiency.”

    “Williams has proudly served customers for more than 110 years and joining forces with Brightstar marks an exciting new chapter for the Company,” said John Simmons, CEO of Williams. “Brightstar’s operational expertise and experience scaling industrial businesses align perfectly with our vision for the future. We’re eager to work together to expand our capabilities and geographic reach while maintaining our commitment to exceptional customer service.”

    “Partnering with Brightstar opens up exciting new avenues for Williams,” said Bobby Bell, CFO of Williams. “We are confident that with Brightstar’s support we will continue to provide differentiated services to current customers, build new customer relationships, improve our systems, and expand our business segments.”

    “Talented and dedicated technicians are the heart of Williams’ success,” said Larry Schmidlapp, Managing Director at Brightstar. “At Brightstar, we have extensive experience partnering with companies that rely on a skilled technician base, and we’re excited to apply this knowledge to accelerate Williams’ growth.”

    Moelis & Company LLC served as financial advisor and Kirkland & Ellis LLP served as legal counsel to Brightstar. Robert W. Baird & Co. served as financial advisor and Milbank LLP served as legal counsel to Williams.

    About WW Williams

    Founded in 1912, WW Williams is a diversified provider of aftermarkets parts and service the commercial vehicle and equipment markets operating across the US. The company represents major original equipment manufacturers (OEMs) and provides a full range of industry-leading products, parts, and services focused on keeping customers’ vehicles and equipment in operation and minimizing downtime. The Company operates in 23 states, with over 50 locations and more than 1,250 staff members. For more information, please visit www.wwwilliams.com.

    About Brightstar Capital Partners

    Brightstar Capital Partners is a middle market private equity firm with $5bn AUM that is focused on investing in business services, industrials, consumer, and government services and technology, where Brightstar believes it can drive significant value with respect to the management, operations, and strategic direction of the business. Since its founding in 2015, Brightstar has accumulated extensive experience partnering with family, founder, or entrepreneur-led businesses. Brightstar employs an operationally intensive “Us & Us” approach that leverages its considerable hands-on operational expertise and deep relationship network to help companies reach their full potential. For more information, please visit www.brightstarcp.com.

    Brightstar Contact:

    Prosek Partners
    Pro-Brightstar@Prosek.com

    WW Williams Contact:

    Bobby Bell
    bbell@wwwilliams.com

    The MIL Network –

  • MIL-OSI: Matador Acquires 3.38 Bitcoin for CAD$500,000, Bringing Its Total Bitcoin (and Bitcoin Equivalent) Holdings to 64.69

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Matador Technologies Inc. (“Matador” or the “Company”) (TSXV: MATA) is pleased to announce that the Company has acquired an additional 3.38 bitcoin for CAD$500,000 (USD$347,022). The 3.38 bitcoin was acquired at an average price of USD$102,703 per bitcoin, inclusive of fees and expenses.

    The Company intends to opportunistically acquire another USD$350,000 in Bitcoin in the near term. The acquisition of Bitcoin aligns with Matador’s long-term strategy to integrate Bitcoin as a core asset in its treasury and as the foundation for its forthcoming digital gold product.

    Key Highlights:

    Enhanced Bitcoin Holdings: With this latest acquisition, Matador now holds approximately 64.69 bitcoin (and Bitcoin equivalents), enhancing its corporate treasury and long-term capital preservation strategy.

    Strong Financial Position: Matador operates with zero debt, holding all Bitcoin (and Bitcoin equivalent) assets free and clear. The Company also maintains cash reserves of approximately CAD$2.3 million and physical gold holdings of 2 kilograms (approximately CAD$264,000), reflecting prudent financial management aimed at sustaining long-term growth and stability.

    Net Asset Value: Matador’s net asset value (NAV) continues to grow with its diversified portfolio of traditional and digital assets. Matador’s NAV is currently approximately CAD$13.6 million, strengthened by its debt-free structure, cash reserves, physical gold and Bitcoin holdings.

    Digital Gold Product: Leveraging Bitcoin technology, Matador’s first gold product, slated for launch in Q1 2025, will combine the tangible value of physical gold with the security and reach of the Bitcoin blockchain.

    The latest developments at Matador underscore the Company’s commitment to driving innovation at the intersection of traditional assets and digital technology. Matador’s continued efforts to bridge traditional assets like gold and new technologies reflect its commitment to delivering a secure, accessible platform for users of all backgrounds.

    “Our vision has always been to bridge the gap between traditional finance and the digital future,” said Deven Soni, CEO of Matador. “With our robust financial foundation, innovative use of technology, and a focus on delivering value to our shareholders, we’re confident in our ability to lead the charge in redefining how people interact with traditional assets.”

    As the Company prepares to launch its gold product in Q1 2025, Matador continues to strengthen its position as a pioneer in the digital asset ecosystem. Backed by a strong net asset value, zero debt, and a clear growth strategy, Matador is well-equipped to seize opportunities and deliver sustainable long-term value for its stakeholders.

    Looking ahead, Matador remains focused on expanding its offerings, leveraging emerging technologies, and building a platform that integrates the reliability of traditional assets with the transformative potential of blockchain. The Company will continue to add Bitcoin and gold to its treasury through a strategic and disciplined approach to acquisition.

    For additional information, please contact:

    Media Contact:
    Sunny Ray
    President
    Email: sunny@matador.network

    Phone: 647-932-2668

    About Matador Technologies Inc.
    Matador Technologies Inc. is a digital gold platform leveraging blockchain technology to digitize real-world assets like gold. Focused on building innovative financial solutions, Matador is at the forefront of integrating blockchain technology to preserve and grow value. Matador’s digital gold platform aims to democratize the gold buying experience, combining the best of modern technology and time-proven assets, to create an app that will allow users to buy, sell, and store gold 24/7 in a fun and engaging way.

    Cautionary Statement Regarding Forward-Looking Information

    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.

    This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

    Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including risks associated with the implementation of the Company’s treasury management strategy and the timing and nature of the launch of its mobile application as currently proposed or at all and the potential revenue generated therefrom. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including with respect to the potential acquisition of Bitcoin and/or US dollars, the pricing of such acquisitions and the timing of future operations and the receipt of all applicable regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

    The MIL Network –

  • MIL-OSI: Amplify ETFs Declares January Income Distributions for its Income ETFs

    Source: GlobeNewswire (MIL-OSI)

    CHICAGO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Amplify ETFs announces January income distributions for its income ETFs.

    ETF Name Ticker Amount per Share Ex-Date Record Date Payable Date
    Amplify Samsung SOFR ETF SOFR $0.36008 1/30/25 1/30/25 1/31/25
    Amplify Bloomberg U.S. Treasury Target High Income ETF TLTP $0.23690 1/30/25 1/30/25 1/31/25
    Amplify CWP Growth & Income ETF QDVO $0.19337 1/30/25 1/30/25 1/31/25
    Amplify Cash Flow High Income ETF HCOW $0.17300 1/30/25 1/30/25 1/31/25
    Amplify CWP Enhanced Dividend Income ETF DIVO $0.16940 1/30/25 1/30/25 1/31/25
    Amplify CWP International Enhanced Dividend Income ETF IDVO $0.15595 1/30/25 1/30/25 1/31/25
    Amplify Natural Resources Dividend Income ETF NDIV $0.13429 1/30/25 1/30/25 1/31/25
    Amplify High Income ETF YYY $0.12000 1/30/25 1/30/25 1/31/25


    About Amplify ETFs
    Amplify ETFs, sponsored by Amplify Investments, has over $10 billion in assets across its suite of ETFs (as of 1/08/2025). Amplify ETFs delivers expanded investment opportunities for investors seeking growth, income, and risk-managed strategies across a range of actively managed and index-based ETFs. To learn more visit AmplifyETFs.com.

    Sales Contact:
    Amplify ETFs
    855-267-3837
    info@amplifyetfs.com

    Media Contacts:
    Gregory FCA for Amplify ETFs
    Kerry Davis
    610-228-2098
    amplifyetfs@gregoryfca.com

    This information is not intended to provide and should not be relied upon for accounting, legal or tax advice, or investment recommendations. To receive a distribution, you must be a registered shareholder of the fund on the record date. Distributions are paid to shareholders on the payment date. There is no guarantee that distributions will be made in the future. Your own trading will also generate tax consequences and transaction expenses. Past distributions are not indicative of future distributions. Please consult your tax professional or financial adviser for more information regarding your tax situation.

    Carefully consider the Funds’ investment objectives, risk factors, charges, and expenses before investing. This and other information can be found in Amplify Funds’ statutory and summary prospectuses, which may be obtained at AmplifyETFs.com. Read the prospectuses carefully before investing.

    Investing involves risk, including the possible loss of principal.

    Amplify ETFs are distributed by Foreside Services, LLC.

    The MIL Network –

  • MIL-OSI: Connectone Bancorp, Inc. Reports Fourth Quarter and Full-Year 2024 Results; Declares Common and Preferred Dividends

    Source: GlobeNewswire (MIL-OSI)

    ENGLEWOOD CLIFFS, N.J., Jan. 30, 2025 (GLOBE NEWSWIRE) — ConnectOne Bancorp, Inc. (Nasdaq: CNOB) (the “Company” or “ConnectOne”), parent company of ConnectOne Bank (the “Bank”), today reported net income available to common stockholders of $18.9 million for the fourth quarter of 2024 compared with $15.7 million for the third quarter of 2024 and $17.8 million for the fourth quarter of 2023. Diluted earnings per share were $0.49 for the fourth quarter of 2024 compared with $0.41 for the third quarter of 2024 and $0.46 for the fourth quarter of 2023. Full-year 2024 net income available to common stockholders was $67.8 million, compared to $81.0 million for the full-year 2023. Diluted earnings per share for the full-year 2024 were $1.76, compared with $2.07 for the full-year 2023. Return on average assets was 0.84%, 0.70% and 0.79% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively. Return on average tangible common equity was 8.27%, 6.93% and 8.18% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively.

    Operating net income available to common stockholders, which excludes non-operating items, as set forth in the reconciliation of GAAP earnings to operating earnings included in the supplemental table attached hereto, was $20.2 million for the fourth quarter of 2024, $16.1 million for the third quarter of 2024 and $19.1 million for the fourth quarter of 2023. Operating diluted earnings per share were $0.52 for the fourth quarter of 2024, $0.42 for the third quarter of 2024 and $0.49 for the fourth quarter of 2023. Operating return on average assets was 0.90%, 0.72% and 0.84% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively. Operating return on average tangible common equity was 8.77%, 7.03% and 8.67% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively.

    “I’m extremely pleased with ConnectOne’s fourth quarter 2024 financial results highlighted by a 20.5% quarter-over-quarter and an 6.2% year-over-year increase in quarterly net income available to common stockholders, significant margin expansion and growth in both loans and core deposits,” stated Frank Sorrentino, ConnectOne’s Chairman and Chief Executive Officer. “On a quarter-over-quarter basis, our loan portfolio grew by 2.0% while core deposits grew by 3.2%. The bank’s net interest margin improved by nearly 20 basis-points, benefiting from a more than 25 basis-point improvement in our cost of deposits. This improvement reflects an approximately 40% cycle-to-date beta on interest-bearing deposits and a 3.6% sequential quarterly increase in average noninterest-bearing demand deposits. Moreover, credit quality trends remain stable and, once again, tangible book value advanced despite higher longer-term interest rates.”

    “As we move into 2025, we are experiencing strong operating momentum bolstered by improving industry fundamentals, favorable economic conditions, and a potentially more supportive regulatory environment. Importantly, the proposed merger with The First of Long Island Corporation is moving forward as planned. We’re well along in the merger process and anticipate the transaction to close in the second quarter of 2025.” Mr. Sorrentino added, “The strategic rationale behind this financially attractive transaction remains highly compelling, which will meaningfully enhance ConnectOne’s presence on Long Island and further our position as a premier New York Metro community bank. We are equally excited about the opportunity to serve The First of Long Island’s clients and to leverage the expertise of its team, creating a significantly enhanced platform for sustained growth at ConnectOne.”

    Mr. Sorrentino concluded “Looking ahead, we remain focused and committed to our client-first culture and relationship banking model and are well-positioned to grow and strengthen our valuable franchise.”

    Dividend Declarations

    The Company announced that its Board of Directors declared a cash dividend on both its common stock and its outstanding preferred stock. A cash dividend on common stock of $0.18 per share will be paid on March 3, 2025, to common stockholders of record on February 18, 2025. A dividend of $0.328125 per depositary share, representing a 1/40th interest in a share of the Company’s 5.25% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, will also be paid on March 3, 2025 to holders of record on February 18, 2025.

    Operating Results

    Fully taxable equivalent net interest income for the fourth quarter of 2024 was $64.7 million, an increase of $3.8 million, or 6.3%, from the third quarter of 2024, due to a 19 basis-point widening of the net interest margin to 2.86% from 2.67%. Average loans for the fourth quarter of 2024 remained essentially flat from the sequential third quarter, decreasing by $19.8 million, or 0.2%. The widening of the net interest margin was primarily due to a 27 basis-point decrease in the average costs of deposits, including noninterest-bearing deposits, partially offset by a 3 basis-point decline in the rate earned on interest-earning assets. The interest-earning asset rate for the fourth quarter of 2024 was strengthened by an increase in loan prepayment fees and recapture of nonaccrual loan interest. Excluding these aforementioned items, management estimates the net interest margin for the quarter would have been approximately 2.82%. The net interest margin, excluding any non-operating items, is expected to increase to more than 2.90% in the first quarter of 2025 as a result of further improvement in the cost of funds and the deployment of excess cash-on-hand.

    Fully taxable equivalent net interest income for the fourth quarter of 2024 increased by $3.0 million, or 4.7%, from the fourth quarter of 2023. The increase from the fourth quarter of 2023 resulted primarily from a 15 basis-point widening in the net interest margin to 2.86% from 2.71%, partially offset by a $164.7 million, or 2.0%, decrease in average loans. The widening of the net interest margin for the fourth quarter of 2024 when compared to the fourth quarter of 2023 was primarily due to a 102 basis-point decrease in the average cost of borrowings, a 9 basis-point decrease in average cost of deposits, including noninterest-bearing deposits, and a 3 basis-point increase in the loan portfolio yield, partially offset by an increase in average cash balances during the fourth quarter of 2024.

    Noninterest income was $3.7 million in the fourth quarter of 2024, $4.7 million in the third quarter of 2024 and $4.2 million in the fourth quarter of 2023. The $1.0 million decrease in noninterest income for the fourth quarter of 2024 when compared to the third quarter of 2024 was due to a $0.7 million decrease in net gains on equity securities, a $0.5 million decrease in BOLI income, primarily due to reduced death benefits, partially offset by a $0.2 million increase in net gains on sale of loans held-for-sale. The $0.5 million decrease in noninterest income for the fourth quarter of 2024 when compared to the fourth quarter of 2023 was due to a $0.9 million decrease in net gains on equity securities, partially offset a $0.3 million increase in other deposit, loan and other income and an increase in net gains on sale of loans held-for-sale of $0.1 million.

    Noninterest expenses were $38.5 million for the fourth quarter of 2024, $38.6 million for the third quarter of 2024 and $37.8 million for the fourth quarter of 2023. The $0.1 million decrease in noninterest expenses for the fourth quarter of 2024 when compared to the third quarter of 2024 was primarily due to a $0.7 million decrease in salaries and employee benefits, a $0.2 million decrease in other expenses, a $0.1 million decrease in marketing and advertising expenses and a $0.1 million decrease in occupancy and equipment expense, partially offset by a $0.5 million charge related to a branch closing, a $0.3 million increase in professional and consulting expenses, a $0.1 million increase in merger expenses and a $0.1 million increase in information and technology communications.

    The $0.7 million increase in noninterest expenses for the fourth quarter of 2024 when compared to the fourth quarter of 2023 was primarily due to a $0.9 million increase merger expenses, a $0.9 million increase in professional and consulting expenses, a $0.5 million increase in branch closing expenses, a $0.4 million increase in information technology and communications, a $0.2 million increase in salaries and employee benefits, a $0.1 million increase in marketing and advertising expenses and a $0.1 million increase in occupancy and equipment expenses, partially offset by decreases in FDIC insurance of $2.1 million and $0.3 million decrease in other expenses. The $0.9 million increase in merger expenses compared to the fourth quarter of 2023 was due to the planned merger with The First of Long Island Corporation. The $0.9 million increase in professional and consulting expenses was primarily due to increases in legal and audit accruals, as well as an increase in loan work-out expenses. The $0.5 million increase in branch closing expenses is due to the aforementioned branch closing. The $2.1 million decrease in FDIC insurance expense is due to the FDIC special assessment charge that was accrued during the fourth quarter of 2023.

    Income tax expense was $6.1 million for the fourth quarter of 2024, $6.0 million for the third quarter of 2024 and $6.2 million for the fourth quarter of 2023. The effective tax rates for the fourth quarter of 2024, third quarter of 2024 and fourth quarter of 2023 were 23%, 26% and 24%, respectively. The effective tax rate for the fourth quarter reflects a year-end adjustment for the effective tax rate for the full-year 2024. Our projected tax rate for 2025 is in the range of 26%-27%.

    Asset Quality

    The provision for credit losses was $3.5 million for the fourth quarter of 2024, $3.8 million for the third quarter of 2024 and $2.7 million for the fourth quarter of 2023, reflecting loan growth, economic outlook and specific reserves. The provision for credit losses was $13.8 million for the full-year 2024 compared to $8.2 million for the full-year 2023. The increase in the full-year 2024 provision for credit losses when compared to the full-year 2023 was primarily due to increases in specific reserves, partially offset by a decrease in the level of general reserves.

    Nonperforming assets, which includes nonaccrual loans and other real estate owned (the Bank had no other real estate owned during the periods reported), was $57.3 million as of December 31, 2024, $51.3 million as of September 30, 2024 and $52.5 million as of December 31, 2023. Nonperforming assets as a percentage of total assets was 0.58% as of December 31, 2024, 0.53% as of September 31, 2024 and 0.53% as of December 31, 2023. The ratio of nonaccrual loans to loans receivable was 0.69%, 0.63% and 0.63%, as of December 31, 2024, September 30, 2024 and December 31, 2023, respectively. The annualized net loan charge-offs ratio was 0.16% for the fourth quarter of 2024, 0.17% for the third quarter of 2024 and 0.43% for the fourth quarter of 2023. The allowance for credit losses represented 1.00%, 1.02%, and 0.98% of loans receivable as of December 31, 2024, September 31, 2024, and December 31, 2023, respectively. The allowance for credit losses as a percentage of nonaccrual loans was 144.3% as of December 31, 2024, 160.8% as of September 30, 2024 and 156.1% as of December 31, 2023. Criticized and classified loans as a percentage of loans receivable was 2.66% as of December 31, 2024, up from 2.23% as of September 30, 2024 and 1.35% as of December 31, 2023. Loans delinquent 30 to 89 days was 0.04% of loans receivable as of December 31, 2024, down from 0.16% as of September 30, 2024 and 0.30% as of December 31, 2023. The overall credit quality metrics of the Bank’s loan portfolio remain sound, with expected levels of charge-offs, nonaccruals, delinquencies, and classified loans expected to remain within historical ranges.

    Selected Balance Sheet Items

    The Company’s total assets were $9.880 billion as of December 31, 2024, compared to $9.856 billion as of December 31, 2023. Loans receivable were $8.275 billion as of December 31, 2024 and $8.345 billion as of December 31, 2023. Total deposits were $7.820 billion as of December 31, 2024 and $7.536 billion as of December 31, 2023.

    The Company’s total stockholders’ equity was $1.242 billion as of December 31, 2024 and $1.217 billion as of December 31, 2023. The increase in total stockholders’ equity was primarily due to an increase in retained earnings of $40.5 million, partially offset by an increase in accumulated other comprehensive losses of approximately $12.7 million and an increase in treasury stock of approximately $5.8 million. As of December 31, 2024, the Company’s tangible common equity ratio and tangible book value per share were 9.49% and $23.92, respectively, compared to 9.25% and $23.14, respectively, as of December 31, 2023. Total goodwill and other intangible assets were $213.0 million as of December 31, 2024, and $214.2 million as of December 31, 2023.

    Use of Non-GAAP Financial Measures

    In addition to the results presented in accordance with Generally Accepted Accounting Principles (“GAAP”), ConnectOne routinely supplements its evaluation with an analysis of certain non-GAAP measures. ConnectOne believes these non-GAAP financial measures, in addition to the related GAAP measures, provide meaningful information to investors in understanding our operating performance and trends. These non-GAAP measures have inherent limitations and are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for an analysis of results reported under GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of non-GAAP financial measures disclosed in this earnings release to the comparable GAAP measures are provided in the accompanying tables.

    Fourth Quarter 2024 Results Conference Call

    Management will also host a conference call and audio webcast at 10:00 a.m. ET on January 30, 2025 to review the Company’s financial performance and operating results. The conference call dial-in number is 1 (646) 307-1963, access code 1691400. Please dial in at least five minutes before the start of the call to register. An audio webcast of the conference call will be available to the public, on a listen-only basis, via the “Investor Relations” link on the Company’s website https://www.ConnectOneBank.com or at http://ir.connectonebank.com.

    A replay of the conference call will be available beginning at approximately 1:00 p.m. ET on Thursday, January 30, 2025 and ending on Thursday, February 6, 2025 by dialing 1 (609) 800-9909, access code 1691400. An online archive of the webcast will be available following the completion of the conference call at https://www.ConnectOneBank.com or at http://ir.connectonebank.com.

    About ConnectOne Bancorp, Inc.

    ConnectOne Bancorp, Inc., is a modern financial services company that operates, through its subsidiary, ConnectOne Bank, and the Bank’s fintech subsidiary, BoeFly, Inc. ConnectOne Bank is a high-performing commercial bank offering a full suite of banking & lending products and services that focus on small to middle-market businesses. BoeFly, Inc. is a fintech marketplace that connects borrowers in the franchise space with funding solutions through a network of partner banks. ConnectOne Bancorp, Inc. is traded on the Nasdaq Global Market under the trading symbol “CNOB,” and information about ConnectOne may be found at https://www.connectonebank.com.

    This news release contains certain forward-looking statements which are based on certain assumptions and describe future plans, strategies, and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, those factors set forth in Item 1A – Risk Factors of the Company’s Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission, as supplemented by the Company’s subsequent filings with the U.S. Securities and Exchange Commission, and changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, changes in accounting principles and guidelines and the impact of the health emergencies and natural disasters on the Company, its employees and operations, and its customers. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

    Investor Contact:
    William S. Burns
    Senior Executive Vice President & CFO
    201.816.4474: bburns@cnob.com

    Media Contact:
    Shannan Weeks 
    MikeWorldWide
    732.299.7890: sweeks@mww.com

             
    CONNECTONE BANCORP, INC. AND SUBSIDIARIES        
    CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION      
    (in thousands)        
             
      December 31,   December 31,  
        2024       2023    
      (unaudited)      
    ASSETS        
    Cash and due from banks $ 57,816     $ 61,421    
    Interest-bearing deposits with banks   298,672       181,293    
    Cash and cash equivalents   356,488       242,714    
             
    Investment securities   612,847       617,162    
    Equity securities   20,092       18,564    
             
    Loans held-for-sale   743       –    
             
    Loans receivable   8,274,810       8,345,145    
    Less: Allowance for credit losses – loans   82,685       81,974    
    Net loans receivable   8,192,125       8,263,171    
             
    Investment in restricted stock, at cost   40,449       51,457    
    Bank premises and equipment, net   28,447       30,779    
    Accrued interest receivable   45,498       49,108    
    Bank owned life insurance   243,672       237,644    
    Right of use operating lease assets   14,489       12,007    
    Goodwill   208,372       208,372    
    Core deposit intangibles   4,639       5,874    
    Other assets   111,739       118,751    
    Total assets $ 9,879,600     $ 9,855,603    
             
    LIABILITIES        
    Deposits:        
    Noninterest-bearing $ 1,422,044     $ 1,259,364    
    Interest-bearing   6,398,070       6,276,838    
    Total deposits   7,820,114       7,536,202    
    Borrowings   688,064       933,579    
    Subordinated debentures, net   79,944       79,439    
    Operating lease liabilities   15,498       13,171    
    Other liabilities   34,276       76,592    
    Total liabilities   8,637,896       8,638,983    
             
    COMMITMENTS AND CONTINGENCIES        
             
    STOCKHOLDERS’ EQUITY        
    Preferred stock   110,927       110,927    
    Common stock   586,946       586,946    
    Additional paid-in capital   36,347       33,182    
    Retained earnings   631,446       590,970    
    Treasury stock   (76,116 )     (70,296 )  
    Accumulated other comprehensive loss   (47,846 )     (35,109 )  
    Total stockholders’ equity   1,241,704       1,216,620    
    Total liabilities and stockholders’ equity $ 9,879,600     $ 9,855,603    
             
                     
    CONNECTONE BANCORP, INC. AND SUBSIDIARIES                
    CONSOLIDATED STATEMENTS OF INCOME                
    (dollars in thousands, except for per share data)                
                     
      Three Months Ended Year Ended  
      12/31/24   12/31/23   12/31/24   12/31/23  
    Interest income                
    Interest and fees on loans $ 118,346     $ 120,636   $ 477,859   $ 453,992    
    Interest and dividends on investment securities:                
    Taxable   4,804       4,280     18,561     16,666    
    Tax-exempt   1,109       1,166     4,503     4,641    
    Dividends   959       912     4,349     3,662    
    Interest on federal funds sold and other short-term investments   2,815       1,963     12,617     11,104    
    Total interest income   128,033       128,957     517,889     490,065    
    Interest expense                
    Deposits   58,568       59,332     244,846     206,176    
    Borrowings   4,754       7,803     25,706     28,783    
    Total interest expense   63,322       67,135     270,552     234,959    
                     
    Net interest income   64,711       61,822     247,337     255,106    
    Provision for credit losses   3,500       2,700     13,800     8,200    
    Net interest income after provision for credit losses   61,211       59,122     233,537     246,906    
                     
    Noninterest income                
    Deposit, loan and other income   1,798       1,545     6,861     6,098    
    Income on bank owned life insurance   1,656       1,635     7,142     6,316    
    Net gains on sale of loans held-for-sale   597       472     2,723     1,704    
    Net losses (gains) on equity securities   (307 )     557     2     (117 )  
    Total noninterest income   3,744       4,209     16,728     14,001    
                     
    Noninterest expenses                
    Salaries and employee benefits   22,244       22,010     90,053     88,223    
    Occupancy and equipment   2,818       2,708     11,615     10,884    
    FDIC insurance   1,800       3,900     7,200     8,365    
    Professional and consulting   2,449       1,587     8,447     7,547    
    Marketing and advertising   495       323     2,420     1,965    
    Information technology and communications   4,523       4,148     17,574     14,340    
    Merger expenses   863       –     1,605     –    
    Branch closing expenses   477       –     477     –    
    Amortization of core deposit intangibles   296       348     1,235     1,438    
    Other expenses   2,533       2,821     11,172     11,187    
    Total noninterest expenses   38,498       37,845     151,798     143,949    
                     
    Income before income tax expense   26,457       25,486     98,467     116,958    
    Income tax expense   6,086       6,213     24,674     29,955    
    Net income   20,371       19,273     73,793     87,003    
    Preferred dividends   1,509       1,509     6,036     6,036    
    Net income available to common stockholders $ 18,862     $ 17,764   $ 67,757   $ 80,967    
                     
    Earnings per common share:                
    Basic $ 0.49     $ 0.46   $ 1.77   $ 2.08    
    Diluted   0.49       0.46     1.76     2.07    
                                 
         
    ConnectOne’s management believes that the supplemental financial information, including non-GAAP measures provided below, is useful to investors. The non-GAAP measures should not be viewed as a substitute for financial results determined in accordance with GAAP, and are not necessarily comparable to non-GAAP financial measures presented by other companies.    
                           
    CONNECTONE BANCORP, INC.                     
    SUPPLEMENTAL GAAP AND NON-GAAP FINANCIAL MEASURES                     
                           
      As of    
      Dec. 31,   Sept. 30,   Jun. 30,   Mar. 31,   Dec. 31,    
        2024       2024       2024       2024       2023      
    Selected Financial Data (dollars in thousands)    
    Total assets $ 9,879,600     $ 9,639,603     $ 9,723,731     $ 9,853,964     $ 9,855,603      
    Loans receivable:                      
    Commercial $ 1,522,308     $ 1,505,743     $ 1,491,079     $ 1,561,063     $ 1,564,768      
    Commercial real estate   3,384,319       3,261,160       3,274,941       3,333,488       3,342,603      
    Multifamily   2,506,782       2,482,258       2,499,581       2,507,893       2,566,904      
    Commercial construction   616,246       616,087       639,168       646,593       620,496      
    Residential   249,691       250,249       256,786       254,214       256,041      
    Consumer   1,136       835       945       850       1,029      
    Gross loans   8,280,482       8,116,332       8,162,500       8,304,101       8,351,841      
    Net deferred loan fees   (5,672 )     (4,356 )     (4,597 )     (6,144 )     (6,696 )    
    Loans receivable   8,274,810       8,111,976       8,157,903       8,297,957       8,345,145      
    Loans held-for-sale   743       –       435       –       –      
    Total loans $ 8,275,553     $ 8,111,976     $ 8,158,338     $ 8,297,957     $ 8,345,145      
                           
    Investment and equity securities $ 632,939     $ 667,112     $ 640,322     $ 638,854     $ 635,726      
    Goodwill and other intangible assets   213,011       213,307       213,604       213,925       214,246      
    Deposits:                      
    Noninterest-bearing demand $ 1,422,044     $ 1,262,568     $ 1,268,882     $ 1,290,523     $ 1,259,364      
    Time deposits   2,557,200       2,614,187       2,593,165       2,623,391       2,531,371      
    Other interest-bearing deposits   3,840,870       3,647,350       3,713,967       3,674,740       3,745,467      
    Total deposits $ 7,820,114     $ 7,524,105     $ 7,576,014     $ 7,588,654     $ 7,536,202      
                           
    Borrowings $ 688,064     $ 742,133     $ 756,144     $ 877,568     $ 933,579      
    Subordinated debentures (net of debt issuance costs)   79,944       79,818       79,692       79,566       79,439      
    Total stockholders’ equity   1,241,704       1,239,496       1,224,227       1,216,609       1,216,620      
                           
    Quarterly Average Balances                      
    Total assets $ 9,653,446     $ 9,742,853     $ 9,745,853     $ 9,860,753     $ 9,690,746      
    Loans receivable:                      
    Commercial $ 1,487,850     $ 1,485,777     $ 1,517,446     $ 1,552,360     $ 1,510,634      
    Commercial real estate (including multifamily)   5,733,188       5,752,467       5,789,498       5,890,853       5,874,854      
    Commercial construction   631,022       628,740       652,227       637,993       630,468      
    Residential   250,589       252,975       254,284       252,965       253,200      
    Consumer   5,204       7,887       5,155       5,091       6,006      
    Gross loans   8,107,853       8,127,846       8,218,610       8,339,262       8,275,162      
    Net deferred loan fees   (4,727 )     (4,513 )     (5,954 )     (6,533 )     (6,894 )    
    Loans receivable   8,103,126       8,123,333       8,212,656       8,332,729       8,268,268      
    Loans held-for-sale   498       83       169       99       31      
    Total loans $ 8,103,624     $ 8,123,416     $ 8,212,825     $ 8,332,828     $ 8,268,299      
                           
    Investment and equity securities $ 653,988     $ 650,897     $ 637,551     $ 633,270     $ 602,287      
    Goodwill and other intangible assets   213,205       213,502       213,813       214,133       214,472      
    Deposits:                      
    Noninterest-bearing demand $ 1,304,699     $ 1,259,912     $ 1,256,251     $ 1,254,201     $ 1,248,132      
    Time deposits   2,478,163       2,625,329       2,587,706       2,567,767       2,495,091      
    Other interest-bearing deposits   3,838,575       3,747,427       3,721,167       3,696,374       3,747,093      
    Total deposits $ 7,621,437     $ 7,632,668     $ 7,565,124     $ 7,518,342     $ 7,490,316      
                           
    Borrowings $ 648,300     $ 717,586     $ 787,256     $ 947,003     $ 823,123      
    Subordinated debentures (net of debt issuance costs)   79,862       79,735       79,609       79,483       79,356      
    Total stockholders’ equity   1,241,738       1,234,724       1,220,621       1,220,818       1,198,389      
                           
      Three Months Ended    
      Dec. 31,   Sept. 30,   Jun. 30,   Mar. 31,   Dec. 31,    
        2024       2024       2024       2024       2023      
      (dollars in thousands, except for per share data)    
    Net interest income $ 64,711     $ 60,887     $ 61,439     $ 60,300     $ 61,822      
    Provision for credit losses   3,500       3,800       2,500       4,000       2,700      
    Net interest income after provision for credit losses   61,211       57,087       58,939       56,300       59,122      
    Noninterest income                      
    Deposit, loan and other income   1,798       1,817       1,654       1,592       1,545      
    Income on bank owned life insurance   1,656       2,145       1,677       1,664       1,635      
    Net gains on sale of loans held-for-sale   597       343       1,277       506       472      
    Net (losses) gains on equity securities   (307 )     432       (209 )     86       557      
    Total noninterest income   3,744       4,737       4,399       3,848       4,209      
    Noninterest expenses                      
    Salaries and employee benefits   22,244       22,957       22,721       22,131       22,010      
    Occupancy and equipment   2,818       2,889       2,899       3,009       2,708      
    FDIC insurance   1,800       1,800       1,800       1,800       3,900      
    Professional and consulting   2,449       2,147       1,923       1,928       1,587      
    Marketing and advertising   495       635       613       677       323      
    Information technology and communications   4,523       4,464       4,198       4,389       4,148      
    Merger expenses   863       742       –       –       –      
    Branch closing expenses   477       –       –       –       –      
    Amortization of core deposit intangible   296       297       321       321       348      
    Other expenses   2,533       2,710       3,119       2,810       2,821      
    Total noninterest expenses   38,498       38,641       37,594       37,065       37,845      
                           
    Income before income tax expense   26,457       23,183       25,744       23,083       25,486      
    Income tax expense   6,086       6,022       6,688       5,878       6,213      
    Net income   20,371       17,161       19,056       17,205       19,273      
    Preferred dividends   1,509       1,509       1,509       1,509       1,509      
    Net income available to common stockholders $ 18,862     $ 15,652     $ 17,547     $ 15,696     $ 17,764      
                           
    Weighted average diluted common shares outstanding   38,519,581       38,525,484       38,448,594       38,511,747       38,651,391      
    Diluted EPS $ 0.49     $ 0.41     $ 0.46     $ 0.41     $ 0.46      
                           
    Reconciliation of GAAP Net Income to Operating Net Income:                      
    Net income $ 20,371     $ 17,161     $ 19,056     $ 17,205     $ 19,273      
    FDIC special assessment   –       –       –       –       2,100      
    Merger expenses   863       742       –       –       –      
    Branch closing expenses   477       –       –       –       –      
    Amortization of core deposit intangibles   296       297       321       321       348      
    Net losses (gains) on equity securities   307       (432 )     209       (86 )     (557 )    
    Tax impact of adjustments   (585 )     (171 )     (149 )     (66 )     (569 )    
    Operating net income $ 21,729     $ 17,597     $ 19,437     $ 17,374     $ 20,595      
    Preferred dividends   1,509       1,509       1,509       1,509       1,509      
    Operating net income available to common stockholders $ 20,220     $ 16,088     $ 17,928     $ 15,865     $ 19,086      
                           
    Operating diluted EPS (non-GAAP) (1) $ 0.52     $ 0.42     $ 0.47     $ 0.41     $ 0.49      
                           
    Return on Assets Measures                      
    Average assets $ 9,653,446     $ 9,742,853     $ 9,745,853     $ 9,860,753     $ 9,690,746      
    Return on avg. assets   0.84   %   0.70   %   0.79   %   0.70   %   0.79   %  
    Operating return on avg. assets (non-GAAP) (2)   0.90       0.72       0.80       0.71       0.84      
                           
    (1) Operating net income available to common stockholders divided by weighted average diluted shares outstanding.              
    (2) Operating net income divided by average assets.              
                           
      Three Months Ended    
      Dec. 31,   Sept. 30,   Jun. 30,   Mar. 31,   Dec. 31,    
        2024       2024       2024       2024       2023      
    Return on Equity Measures (dollars in thousands)    
    Average stockholders’ equity $ 1,241,738     $ 1,234,724     $ 1,220,621     $ 1,220,818     $ 1,198,389      
    Less: average preferred stock   (110,927 )     (110,927 )     (110,927 )     (110,927 )     (110,927 )    
    Average common equity $ 1,130,811     $ 1,123,797     $ 1,109,694     $ 1,109,891     $ 1,087,462      
    Less: average intangible assets   (213,205 )     (213,502 )     (213,813 )     (214,133 )     (214,472 )    
    Average tangible common equity $ 917,606     $ 910,295     $ 895,881     $ 895,758     $ 872,990      
    Return on avg. common equity (GAAP)   6.64   %   5.54   %   6.36   %   5.69   %   6.48   %  
    Operating return on avg. common equity (non-GAAP) (3)   7.11       5.70       6.50       5.75       6.96      
    Return on avg. tangible common equity (non-GAAP) (4)   8.27       6.93       7.98       7.15       8.18      
    Operating return on avg. tangible common equity (non-GAAP) (5)   8.77       7.03       8.05       7.12       8.67      
                           
    Efficiency Measures                      
    Total noninterest expenses $ 38,498     $ 38,641     $ 37,594     $ 37,065     $ 37,845      
    FDIC special assessment   –       –       –       –       (2,100 )    
    Merger expenses   (863 )     (742 )     –       –       –      
    Branch closing expenses   (477 )     –       –       –       –      
    Amortization of core deposit intangibles   (296 )     (297 )     (321 )     (321 )     (348 )    
    Operating noninterest expense $ 36,862     $ 37,602     $ 37,273     $ 36,744     $ 35,397      
                           
    Net interest income (tax equivalent basis) $ 65,593     $ 61,710     $ 62,255     $ 61,111     $ 62,627      
    Noninterest income   3,744       4,737       4,399       3,848       4,209      
    Net losses (gains) on equity securities   307       (432 )     209       (86 )     (557 )    
    Operating revenue $ 69,644     $ 66,015     $ 66,863     $ 64,873     $ 66,279      
                           
    Operating efficiency ratio (non-GAAP) (6)   52.9   %   57.0   %   55.7   %   56.6   %   53.4   %  
                           
    Net Interest Margin                      
    Average interest-earning assets $ 9,117,201     $ 9,206,038     $ 9,210,050     $ 9,323,291     $ 9,172,165      
    Net interest income (tax equivalent basis)   65,593       61,710       62,255       61,111       62,627      
    Net interest margin (GAAP)   2.86   %   2.67   %   2.72   %   2.64   %   2.71   %  
                           
    (3) Operating net income available to common stockholders divided by average common equity.        
    (4) Net income available to common stockholders, excluding amortization of intangible assets, divided by average tangible common equity.        
    (5) Operating net income available to common stockholders, divided by average tangible common equity.        
    (6) Operating noninterest expense divided by operating revenue.        
                           
      As of    
      Dec. 31,   Sept. 30,   Jun. 30,   Mar. 31,   Dec. 31,    
        2024       2024       2024       2024       2023      
    Capital Ratios and Book Value per Share (dollars in thousands, except for per share data)    
    Stockholders equity $ 1,241,704     $ 1,239,496     $ 1,224,227     $ 1,216,609     $ 1,216,620      
    Less: preferred stock   (110,927 )     (110,927 )     (110,927 )     (110,927 )     (110,927 )    
    Common equity $ 1,130,777     $ 1,128,569     $ 1,113,300     $ 1,105,682     $ 1,105,693      
    Less: intangible assets   (213,011 )     (213,307 )     (213,604 )     (213,925 )     (214,246 )    
    Tangible common equity $ 917,766     $ 915,262     $ 899,696     $ 891,757     $ 891,447      
                           
    Total assets $ 9,879,600     $ 9,639,603     $ 9,723,731     $ 9,853,964     $ 9,855,603      
    Less: intangible assets   (213,011 )     (213,307 )     (213,604 )     (213,925 )     (214,246 )    
    Tangible assets $ 9,666,589     $ 9,426,296     $ 9,510,127     $ 9,640,039     $ 9,641,357      
                           
    Common shares outstanding   38,370,317       38,368,217       38,365,069       38,333,053       38,519,770      
                           
    Common equity ratio (GAAP)   11.45   %   11.71   %   11.45   %   11.22   %   11.22   %  
    Tangible common equity ratio (non-GAAP) (7)   9.49       9.71       9.46       9.25       9.25      
                           
    Regulatory capital ratios (Bancorp):                      
    Leverage ratio   11.33   %   11.10   %   10.97   %   10.73   %   10.86   %  
    Common equity Tier 1 risk-based ratio   10.97       11.07       10.90       10.70       10.62      
    Risk-based Tier 1 capital ratio   12.29       12.42       12.25       12.03       11.95      
    Risk-based total capital ratio   14.11       14.29       14.10       13.88       13.77      
                           
    Regulatory capital ratios (Bank):                      
    Leverage ratio   11.66   %   11.43   %   11.29   %   11.10   %   11.20   %  
    Common equity Tier 1 risk-based ratio   12.63       12.79       12.60       12.43       12.31      
    Risk-based Tier 1 capital ratio   12.63       12.79       12.60       12.43       12.31      
    Risk-based total capital ratio   13.60       13.77       13.58       13.41       13.28      
                           
    Book value per share (GAAP) $ 29.47     $ 29.41     $ 29.02     $ 28.84     $ 28.70      
    Tangible book value per share (non-GAAP) (8)   23.92       23.85       23.45       23.26       23.14      
                           
    Net Loan Charge-offs (Recoveries):                      
    Net loan charge-offs (recoveries):                      
    Charge-offs $ 3,363     $ 3,559     $ 3,595     $ 3,185     $ 8,960      
    Recoveries   (29 )     (53 )     (324 )     (23 )     –      
    Net loan charge-offs $ 3,334     $ 3,506     $ 3,271     $ 3,162     $ 8,960      
    Net loan charge-offs as a % of average loans receivable (annualized)   0.16   %   0.17   %   0.16   %   0.15   %   0.43   %  
                           
    Asset Quality                      
    Nonaccrual loans $ 57,310     $ 51,300     $ 46,026     $ 47,438     $ 52,524      
    Other real estate owned   –       –       –       –       –      
    Nonperforming assets $ 57,310     $ 51,300     $ 46,026     $ 47,438     $ 52,524      
                           
    Allowance for credit losses – loans (“ACL”) $ 82,685     $ 82,494     $ 82,077     $ 82,869     $ 81,974      
    Loans receivable   8,274,810       8,111,976       8,157,903       8,297,957       8,345,145      
                           
    Nonaccrual loans as a % of loans receivable   0.69   %   0.63   %   0.56   %   0.57   %   0.63   %  
    Nonperforming assets as a % of total assets   0.58       0.53       0.47       0.48       0.53      
    ACL as a % of loans receivable   1.00       1.02       1.01       1.00       0.98      
    ACL as a % of nonaccrual loans   144.3       160.8       178.3       174.7       156.1      
                           
    (7) Tangible common equity divided by tangible assets                
    (8) Tangible common equity divided by common shares outstanding at period-end                
                           
                                   
    CONNECTONE BANCORP, INC.                              
    NET INTEREST MARGIN ANALYSIS                              
    (dollars in thousands)                                
                                         
            For the Quarter Ended    
            December 31, 2024 September 30, 2024 December 31, 2023
            Average         Average         Average        
    Interest-earning assets:   Balance Interest Rate (7)   Balance Interest Rate (7)   Balance Interest Rate (7)
    Investment securities (1) (2) $ 736,131   $ 6,207   3.35 %   $ 736,946   $ 6,157   3.32 %   $ 723,433   $ 5,757   3.16 %  
    Loans receivable and loans held-for-sale (2) (3) (4)   8,103,624     118,934   5.84       8,123,416     119,805   5.87       8,268,299     121,130   5.81    
    Federal funds sold and interest-                              
    bearing deposits with banks   238,957     2,815   4.69       304,009     4,056   5.31       134,168     1,963   5.80    
    Restricted investment in bank stock   38,489     959   9.91       41,667     1,048   10.01       46,265     912   7.82    
    Total interest-earning assets   9,117,201     128,915   5.63       9,206,038     131,066   5.66       9,172,165     129,762   5.61    
    Allowance for credit losses   (83,938 )           (83,355 )           (88,861 )        
    Noninterest-earning assets     620,183             620,170             607,442          
    Total assets     $ 9,653,446           $ 9,742,853           $ 9,690,746          
                                         
    Interest-bearing liabilities:                              
    Time deposits     $ 2,478,163     27,374   4.39     $ 2,625,329     30,245   4.58     $ 2,495,091     26,486   4.21    
    Other interest-bearing deposits   3,838,575     31,194   3.23       3,747,427     33,540   3.56       3,747,093     32,846   3.48    
    Total interest-bearing deposits   6,316,738     58,568   3.69       6,372,756     63,785   3.98       6,242,184     59,332   3.77    
                                         
    Borrowings       648,300     3,430   2.10       717,586     4,239   2.35       823,123     6,467   3.12    
    Subordinated debentures, net   79,862     1,305   6.50       79,735     1,312   6.55       79,356     1,313   6.56    
    Finance lease       1,280     19   5.91       1,349     20   5.90       1,546     23   5.90    
    Total interest-bearing liabilities   7,046,180     63,322   3.58       7,171,426     69,356   3.85       7,146,209     67,135   3.73    
                                         
    Noninterest-bearing demand deposits   1,304,699             1,259,912             1,248,132          
    Other liabilities       60,829             76,791             98,016          
    Total noninterest-bearing liabilities   1,365,528             1,336,703             1,346,148          
    Stockholders’ equity     1,241,738             1,234,724             1,198,389          
    Total liabilities and stockholders’ equity $ 9,653,446           $ 9,742,853           $ 9,690,746          
                                         
    Net interest income (tax equivalent basis)     65,593             61,710             62,627        
    Net interest spread (5)       2.05 %       1.82 %       1.89 %  
                                         
    Net interest margin (6)       2.86 %       2.67 %       2.71 %  
                                         
    Tax equivalent adjustment       (882 )           (823 )           (805 )      
    Net interest income     $ 64,711           $ 60,887           $ 61,822        
                                         
    (1) Average balances are calculated on amortized cost.              
    (2) Interest income is presented on a tax equivalent basis using 21% federal tax rate.              
    (3) Includes loan fee income.              
    (4) Loans include nonaccrual loans.              
    (5) Represents difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities and is presented on a tax equivalent basis.              
    (6) Represents net interest income on a tax equivalent basis divided by average total interest-earning assets.               
    (7) Rates are annualized.              
                                         

    The MIL Network –

  • MIL-OSI: Allegro MicroSystems Reports Third Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    MANCHESTER, N.H., Jan. 30, 2025 (GLOBE NEWSWIRE) — Allegro MicroSystems, Inc. (“Allegro” or the “Company”) (Nasdaq: ALGM), a global leader in power and sensing semiconductor solutions for motion control and energy efficient systems, today announced financial results for its third quarter ended December 27, 2024.  

    “We delivered on our commitments with third quarter sales of $178 million and non-GAAP EPS of $0.07, both above the midpoint of our guidance,” said Vineet Nargolwala, President and CEO of Allegro. “During the quarter, we introduced a record number of new magnetic sensing and power products to the market, further expanding our differentiated portfolios. This increasing velocity further solidifies our market leadership and positions us well for above market growth.”

    Third Quarter Financial Highlights:

    In thousands, except per share data   Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     September 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
        (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    Net Sales                              
    Automotive   $ 130,066     $ 141,893     $ 194,764     $ 403,143     $ 577,515  
    Industrial and other     47,806       45,498       60,220       129,039       231,271  
    Total net sales   $ 177,872     $ 187,391     $ 254,984     $ 532,182     $ 808,786  
    GAAP Financial Measures                              
    Gross margin %     45.7 %     45.7 %     52.5 %     45.4 %     55.8 %
    Operating margin %     — %     2.2 %     14.4 %     (1.2 )%     22.3 %
    Diluted EPS   $ (0.04 )   $ (0.18 )   $ 0.17     $ (0.31 )   $ 0.82  
    Non-GAAP Financial Measures                              
    Gross margin %     49.1 %     48.8 %     54.6 %     48.9 %     57.0 %
    Operating margin %     10.8 %     11.7 %     27.2 %     9.6 %     29.8 %
    Diluted EPS   $ 0.07     $ 0.08     $ 0.32     $ 0.18     $ 1.11  
                                             

    Business Outlook

    For the fourth quarter of fiscal year 2025 ending March 28, 2025, the Company expects total net sales to be in the range of $180 million to $190 million.

    The Company also estimates the following results on a non-GAAP basis:

    • Gross Margin is expected to be between 46% and 48%, which contemplates the impact of annual pricing agreements ahead of cost reductions, as well as higher capacity charges resulting from adjusted production levels in the quarter,
    • Operating expenses are expected to increase by approximately 5% sequentially to $72 million, primarily  due to annual payroll tax resets,
    • As a result of the expected repricing of the term loan and anticipated $30 million Q4 debt repayment, the Company now expects Interest Expense to be approximately $6 million, and
    • Diluted Earnings per Share are expected to be between $0.03 and $0.07.

    Allegro has not provided a reconciliation of its fourth fiscal quarter outlook for non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Interest Expense, and non-GAAP Diluted Earnings per Share because estimates of all of the reconciling items cannot be provided without unreasonable efforts. It is difficult to reasonably provide a forward-looking estimate between such forward-looking non-GAAP measures and the comparable forward-looking U.S. generally accepted accounting principles (“GAAP”) measures. Certain factors that are materially significant to Allegro’s ability to estimate these items are out of its control and/or cannot be reasonably predicted.

    Earnings Webcast

    A webcast will be held on Thursday, January 30, 2025 at 8:30 a.m., Eastern Time. Vineet Nargolwala, President and Chief Executive Officer, and Derek P. D’Antilio, Executive Vice President and Chief Financial Officer, will discuss Allegro’s business and financial results.

    The webcast will be available on the Investor Relations section of the Company’s website at investors.allegromicro.com. A recording of the webcast will be posted in the same location shortly after the call concludes and will be available for at least 90 days.

    About Allegro MicroSystems

    Allegro MicroSystems is a leading global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific analog power ICs enabling emerging technologies in the automotive and industrial markets. Allegro’s diverse product portfolio provides efficient and reliable solutions for the electrification of vehicles, automotive ADAS safety features, automation for Industry 4.0 and power saving technologies for data centers and clean energy applications.

    Forward-Looking Statements         

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release including statements regarding our future results of operations and financial position, business strategy, prospective products and the plans and objectives of management for future operations, including, among others, statements regarding the liquidity, growth and profitability strategies and factors affecting our business are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “would,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance or achievements, and one should avoid placing undue reliance on such statements.

    Forward-looking statements are based on our management’s current expectations, beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 29, 2024, as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties include, but are not limited to: downturns or volatility in general economic conditions; our ability to compete effectively, expand our market share and increase our net sales and profitability; our reliance on a limited number of third-party semiconductor wafer fabrication facilities and suppliers of other materials; any failure to adjust purchase commitments and inventory management based on changing market conditions or customer demand; shifts in our product mix, customer mix or channel mix, which could negatively impact our gross margin; the cyclical nature of the semiconductor industry, including the analog segment in which we compete; any downturn or disruption in the automotive market or industry; our ability to successfully integrate the acquisition of other companies or technologies and products into our business; our ability to compensate for decreases in average selling prices of our products and increases in input costs; our ability to manage any sustained yield problems or other delays at our third-party wafer fabrication facilities or in the final assembly and test of our products; our ability to accurately predict our quarterly net sales and operating results and meet the expectations of investors; our dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; events beyond our control impacting us, our key suppliers or our manufacturing partners; our ability to develop new product features or new products in a timely and cost-effective manner; our ability to manage growth; any slowdown in the growth of our end markets; the loss of one or more significant customers; our ability to meet customers’ quality requirements; uncertainties related to the design win process and our ability to recover design and development expenses and to generate timely or sufficient net sales or margins; changes in government trade policies, including the imposition of export restrictions and tariffs; our exposures to warranty claims, product liability claims and product recalls; our dependence on international customers and operations; the availability of rebates, tax credits and other financial incentives on end-user demands for certain products; risks, liabilities, costs and obligations related to governmental regulations and other legal obligations, including export/trade control, privacy, data protection, information security, cybersecurity, consumer protection, environmental and occupational health and safety, antitrust, anti-corruption and anti-bribery, product safety, environmental protection, employment matters and tax; the volatility of currency exchange rates; our ability to raise capital to support our growth strategy; our indebtedness may limit our flexibility to operate our business; our ability to effectively manage our growth and to retain key and highly skilled personnel; our ability to protect our proprietary technology and inventions through patents or trade secrets; our ability to commercialize our products without infringing third-party intellectual property rights; disruptions or breaches of our information technology systems or confidential information or those of our third-party service providers; our principal stockholder continues to have influence over us; anti-takeover provisions in our organizational documents and under the General Corporation Law of the State of Delaware; any failure to design, implement or maintain effective internal control over financial reporting; changes in tax rates or the adoption of new tax legislation; the negative impacts of sustained inflation on our business; the physical, transition and litigation risks presented by climate change; and other events beyond our control. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

    You should read this press release and the documents that we reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. All forward-looking statements speak only as of the date of this press release, and except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed circumstances or otherwise.

    This press release includes certain non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial measures are provided in addition to, and not as a substitute for or superior to measures of, financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their most directly comparable GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the presented non-GAAP financial measures as tools for comparison.

    This press release may not be reproduced, forwarded to any person or published, in whole or in part.

    ALLEGRO MICROSYSTEMS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (in thousands, except share and per share amounts)
    (Unaudited)
     
        Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
    Net sales   $ 177,872     $ 254,984     $ 532,182     $ 808,786  
    Cost of goods sold     96,657       121,156       290,534       357,505  
    Gross profit     81,215       133,828       241,648       451,281  
    Operating expenses:                        
    Research and development     43,317       44,396       132,031       130,799  
    Selling, general and administrative     37,939       52,746       116,221       140,135  
    Total operating expenses     81,256       97,142       248,252       270,934  
    Operating (loss) income     (41 )     36,686       (6,604 )     180,347  
    Interest and other (expense) income     (7,561 )     (315 )     (25,902 )     (2,801 )
    Loss on change in fair value of forward repurchase contract     —       —       (34,752 )     —  
    (Loss) income before income taxes     (7,602 )     36,371       (67,258 )     177,546  
    Income tax (benefit) provision     (803 )     2,969       (9,233 )     17,584  
    Net (loss) income     (6,799 )     33,402       (58,025 )     159,962  
    Net income attributable to non-controlling interests     61       57       185       150  
    Net (loss) income attributable to Allegro MicroSystems, Inc.   $ (6,860 )   $ 33,345     $ (58,210 )   $ 159,812  
    Net (loss) income per common share attributable to Allegro MicroSystems, Inc.:                        
    Basic   $ (0.04 )   $ 0.17     $ (0.31 )   $ 0.83  
    Diluted   $ (0.04 )   $ 0.17     $ (0.31 )   $ 0.82  
    Weighted average shares outstanding:                        
    Basic     184,011,189       192,724,541       188,886,583       192,384,315  
    Diluted     184,011,189       194,570,380       188,886,583       194,925,040  
     

    Supplemental Schedule of Total Net Sales

    The following table summarizes total net sales by market within the Company’s unaudited condensed consolidated statements of operations:

        Three-Month Period Ended     Change     Nine-Month Period Ended     Change  
        December 27, 2024     December 29, 2023     Amount     %     December 27, 2024     December 29, 2023     Amount     %  
        (Dollars in thousands)     (Dollars in thousands)  
    Automotive   $ 130,066     $ 194,764     $ (64,698 )     (33 )%   $ 403,143     $ 577,515     $ (174,372 )     (30 )%
    Industrial and other     47,806       60,220       (12,414 )     (21 )%     129,039       231,271       (102,232 )     (44 )%
    Total net sales   $ 177,872     $ 254,984     $ (77,112 )     (30 )%   $ 532,182     $ 808,786     $ (276,604 )     (34 )%
     
    ALLEGRO MICROSYSTEMS, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands)
     
        December 27,     March 29,  
        2024
    (Unaudited)    		     2024  
    Assets            
    Current assets:            
    Cash and cash equivalents   $ 138,452     $ 212,143  
    Restricted cash     10,510       10,018  
    Trade accounts receivable, net     83,805       118,508  
    Inventories     193,140       162,302  
    Prepaid income taxes     36,037       31,908  
    Prepaid expenses and other current assets     33,683       33,584  
    Current portion of related party notes receivable     —       3,750  
    Total current assets     495,627       572,213  
    Property, plant and equipment, net     320,975       321,175  
    Deferred income tax assets     65,398       54,496  
    Goodwill     202,101       202,425  
    Intangible assets, net     261,553       276,854  
    Related party notes receivable, less current portion     —       4,688  
    Equity investment in related party     30,914       26,727  
    Other assets     65,172       72,025  
    Total assets   $ 1,441,740     $ 1,530,603  
    Liabilities, Non-Controlling Interests and Stockholders’ Equity            
    Current liabilities:            
    Trade accounts payable   $ 39,685     $ 35,964  
    Amounts due to related party     2,102       1,626  
    Accrued expenses and other current liabilities     57,751       76,389  
    Current portion of long-term debt     1,374       3,929  
    Total current liabilities     100,912       117,908  
    Long-term debt     374,729       249,611  
    Other long-term liabilities     31,673       31,368  
    Total liabilities     507,314       398,887  
    Commitments and contingencies            
    Stockholders’ Equity:            
    Preferred stock     —       —  
    Common stock     1,840       1,932  
    Additional paid-in capital     1,004,080       694,332  
    (Accumulated deficit) retained earnings     (38,791 )     463,012  
    Accumulated other comprehensive loss     (34,084 )     (28,841 )
    Equity attributable to Allegro MicroSystems, Inc.     933,045       1,130,435  
    Non-controlling interests     1,381       1,281  
    Total stockholders’ equity     934,426       1,131,716  
    Total liabilities, non-controlling interests and stockholders’ equity   $ 1,441,740     $ 1,530,603  
    ALLEGRO MICROSYSTEMS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)
    (Unaudited)
     
        Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
    Cash flows from operating activities:                        
    Net (loss) income   $ (6,799 )   $ 33,402     $ (58,025 )   $ 159,962  
    Adjustments to reconcile net (loss) income to net cash provided by operating activities:                        
    Depreciation and amortization     16,123       20,195       48,578       49,548  
    Amortization of deferred financing costs     694       185       1,781       292  
    Deferred income taxes     (3,751 )     (10,119 )     (11,546 )     (28,253 )
    Stock-based compensation     10,588       10,920       32,251       32,839  
    Loss on change in fair value of forward repurchase contract     —       —       34,752       —  
    Provisions for inventory and expected credit losses     3,031       429       7,519       9,851  
    Change in fair value of marketable securities     —       —       —       3,579  
    Other non-cash reconciling items     68       (25 )     6,645       18  
    Changes in operating assets and liabilities:                        
    Trade accounts receivable     (7,061 )     5,081       34,356       (2,564 )
    Inventories     (19,243 )     11,312       (38,074 )     (19,909 )
    Prepaid expenses and other assets     14,407       7,368       (1,401 )     (13,085 )
    Trade accounts payable     (8,203 )     (12,299 )     5,467       (9,604 )
    Due to and from related parties     (3,568 )     705       564       6,817  
    Accrued expenses and other current and long-term liabilities     (4,469 )     9,404       (21,307 )     (20,540 )
    Net cash (used in) provided by operating activities     (8,183 )     76,558       41,560       168,951  
    Cash flows from investing activities:                        
    Purchases of property, plant and equipment     (13,615 )     (34,399 )     (34,564 )     (110,500 )
    Acquisition of business, net of cash acquired     319       (408,119 )     319       (408,119 )
    Sales of marketable securities     —       —       —       16,175  
    Net cash used in investing activities     (13,296 )     (442,518 )     (34,245 )     (502,444 )
    Cash flows from financing activities:                        
    Net proceeds from Refinanced 2023 Term Loan Facility     —       —       193,483       —  
    Repayment of 2023 Term Loan Facility     (25,000 )     —       (75,000 )     —  
    Borrowings of senior secured debt, net of deferred financing costs     —       245,452       —       245,452  
    Repayment of 2020 Term Loan Facility     —       (25,000 )     —       (25,000 )
    Repayments of other debt     —       (743 )     —       (743 )
    Finance lease payments     (318 )     —       (703 )     —  
    Receipts on related party notes receivable     —       938       1,875       2,813  
    Payments for taxes related to net share settlement of equity awards     (483 )     (10,732 )     (12,780 )     (24,823 )
    Proceeds from issuance of common stock under employee stock purchase plan     —       —       1,987       1,899  
    Repurchases of common stock     (116 )     —       (853,921 )     —  
    Net proceeds from issuance of common stock     —       —       665,850       —  
    Payment of debt issuance costs     —       —       —       (1,450 )
    Net cash (used in) provided by financing activities     (25,917 )     209,915       (79,209 )     198,148  
    Effect of exchange rate changes on cash and cash equivalents and restricted cash     (2,680 )     1,349       (1,305 )     375  
    Net (decrease) increase in cash and cash equivalents and restricted cash     (50,076 )     (154,696 )     (73,199 )     (134,970 )
    Cash and cash equivalents and restricted cash at beginning of period     199,038       378,431       222,161       358,705  
    Cash and cash equivalents and restricted cash at end of period:   $ 148,962     $ 223,735     $ 148,962     $ 223,735  
     

    Non-GAAP Financial Measures

    In addition to the measures presented in our condensed consolidated financial statements, we regularly review other measures, defined as non-GAAP financial measures by the SEC, to evaluate our business, measure our performance, identify trends, prepare financial forecasts and make strategic decisions. The key measures we consider are non-GAAP Gross Profit, non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Operating Income, non-GAAP Operating Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP Profit before Tax, non-GAAP Income Tax Provision, non-GAAP Effective Tax Rate, non-GAAP Net Income Attributable to Allegro MicroSystems, Inc, non-GAAP Basic and Diluted Earnings per Share, non-GAAP Free Cash Flow, and non-GAAP Free Cash Flow as percentage of net sales (collectively, the “Non-GAAP Financial Measures”). These Non-GAAP Financial Measures provide supplemental information regarding our operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or that occur relatively infrequently and/or that management considers to be unrelated to our core operations, and in the case of non-GAAP Income Tax Provision, management believes that this non-GAAP measure of income taxes provides it with the ability to evaluate the non-GAAP Income Tax Provision across different reporting periods on a consistent basis, independent of special items and discrete items, which may vary in size and frequency. These Non-GAAP Financial Measures are used by both management and our board of directors, together with the comparable GAAP information, in evaluating our current performance and planning our future business activities.

    The Non-GAAP Financial Measures are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. These Non-GAAP Financial Measures should not be considered as substitutes for GAAP financial measures, such as gross profit, gross margin, net income or any other performance measures derived in accordance with GAAP. Also, in the future we may incur expenses or charges, such as those being adjusted in the calculation of these Non-GAAP Financial Measures. Our presentation of these Non-GAAP Financial Measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. These Non-GAAP Financial Measures exclude costs related to acquisition and related integration expenses, amortization of acquired intangible assets, stock-based compensation, restructuring actions, related-party activities and other non-operational costs.

    Non-GAAP Income Tax Provision

    In calculating non-GAAP Income Tax Provision, we have added back the following to GAAP Income Tax Provision:

    • Tax effect of adjustments to GAAP results—Represents the estimated income tax effect of the adjustments to non-GAAP Profit before Tax described below and elimination of discrete tax adjustments.
    Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin  
                                   
        Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     September 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Gross Profit   $ 81,215     $ 85,662     $ 133,828     $ 241,648     $ 451,281  
    GAAP Gross Margin (% of net sales)     45.7 %     45.7 %     52.5 %     45.4 %     55.8 %
                                   
    Non-GAAP adjustments                              
    Transaction-related costs     5       10       523       14       523  
    Purchased intangible amortization     4,875       4,875       3,648       14,625       4,323  
    Restructuring costs     522       16       166       1,738       166  
    Stock-based compensation     802       817       1,073       2,180       4,625  
    Total Non-GAAP Adjustments   $ 6,204     $ 5,718     $ 5,410     $ 18,557     $ 9,637  
                                   
    Non-GAAP Gross Profit   $ 87,419     $ 91,380     $ 139,238     $ 260,205     $ 460,918  
    Non-GAAP Gross Margin (% of net sales)     49.1 %     48.8 %     54.6 %     48.9 %     57.0 %
    Reconciliation of Non-GAAP Operating Expenses  
                                   
        Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     September 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Operating Expenses   $ 81,256     $ 81,595     $ 97,142     $ 248,252     $ 270,934  
                                   
    Research and Development Expenses                              
    GAAP Research and Development Expenses     43,317       43,510       44,396       132,031       130,799  
    Non-GAAP adjustments                              
    Transaction-related costs     333       206       343       1,568       352  
    Restructuring costs     568       260       908       997       908  
    Stock-based compensation     3,960       3,523       3,870       11,218       10,340  
    Other costs(1)     —       3       —       3       —  
    Non-GAAP Research and Development Expenses     38,456       39,518       39,275       118,245       119,199  
                                   
    Selling, General and Administrative Expenses                              
    GAAP Selling, General and Administrative Expenses     37,939       38,085       52,746       116,221       140,135  
    Non-GAAP adjustments                              
    Transaction-related costs     148       275       9,543       1,237       14,419  
    Purchased intangible amortization     535       535       495       1,605       1,210  
    Restructuring costs     1,264       2,046       5,795       4,355       5,795  
    Stock-based compensation     5,826       7,205       5,977       18,853       17,874  
    Other costs(1)     391       (1,820 )     283       (618 )     383  
    Non-GAAP Selling, General and Administrative Expenses     29,775       29,844       30,653       90,789       100,454  
                                   
    Total Non-GAAP Adjustments     13,025       12,233       27,214       39,218       51,281  
                                   
    Non-GAAP Operating Expenses   $ 68,231     $ 69,362     $ 69,928     $ 209,034     $ 219,653  
                                   
    (1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.  
    Reconciliation of Non-GAAP Operating Income and Non-GAAP Operating Margin  
                                   
        Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     September 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Operating (Loss) Income   $ (41 )   $ 4,067     $ 36,686     $ (6,604 )   $ 180,347  
    GAAP Operating Margin (% of net sales)     — %     2.2 %     14.4 %     (1.2 )%     22.3 %
                                   
    Transaction-related costs     486       491       10,409       2,819       15,294  
    Purchased intangible amortization     5,410       5,410       4,143       16,230       5,533  
    Restructuring costs     2,354       2,322       6,869       7,090       6,869  
    Stock-based compensation     10,588       11,545       10,920       32,251       32,839  
    Other costs(1)     391       (1,817 )     283       (615 )     383  
    Total Non-GAAP Adjustments   $ 19,229     $ 17,951     $ 32,624     $ 57,775     $ 60,918  
                                   
    Non-GAAP Operating Income   $ 19,188     $ 22,018     $ 69,310     $ 51,171     $ 241,265  
    Non-GAAP Operating Margin (% of net sales)     10.8 %     11.7 %     27.2 %     9.6 %     29.8 %
                                   
    (1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.  
    Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin  
                                   
        Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     September 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Net (Loss) Income   $ (6,799 )   $ (33,613 )   $ 33,402     $ (58,025 )   $ 159,962  
    GAAP Net (Loss) Income Margin (% of net sales)     (3.8 )%     (17.9 )%     13.1 %     (10.9 )%     19.8 %
                                   
    Interest expense     7,762       10,353       3,854       23,492       5,381  
    Interest income     (388 )     (420 )     (857 )     (1,302 )     (2,550 )
    Income tax (benefit) provision     (803 )     (9,470 )     2,969       (9,233 )     17,584  
    Depreciation & amortization     16,123       15,997       20,227       48,578       49,645  
    EBITDA   $ 15,895     $ (17,153 )   $ 59,595     $ 3,510     $ 230,022  
                                   
    Transaction-related costs     486       3,295       10,409       5,623       15,294  
    Restructuring costs     2,354       2,067       6,869       6,835       6,869  
    Stock-based compensation     10,588       11,545       10,920       32,251       32,839  
    Loss on change in fair value of forward repurchase contract     —       34,752       —       34,752       —  
    Other costs(1)     998       (2,195 )     (551 )     1,610       5,339  
    Adjusted EBITDA   $ 30,321     $ 32,311     $ 87,242     $ 84,581     $ 290,363  
    Adjusted EBITDA Margin (% of net sales)     17.0 %     17.2 %     34.2 %     15.9 %     35.9 %
                                   
    (1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, and income (loss) in earnings of equity investments.  
    Reconciliation of Non-GAAP Profit before Tax  
                                   
        Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     September 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP (Loss) Income before Income Taxes   $ (7,602 )   $ (43,083 )   $ 36,371     $ (67,258 )   $ 177,546  
                                   
    Transaction-related costs     486       3,295       10,409       5,623       15,294  
    Transaction-related interest     192       141       162       1,042       162  
    Purchased intangible amortization     5,410       5,410       4,143       16,230       5,533  
    Restructuring costs     2,354       2,067       6,869       6,835       6,869  
    Stock-based compensation     10,588       11,545       10,920       32,251       32,839  
    Loss on change in fair value of forward repurchase contract     —       34,752       —       34,752       —  
    Other costs(1)     1,427       1,428       (551 )     5,662       5,339  
    Total Non-GAAP Adjustments   $ 20,457     $ 58,638     $ 31,952     $ 102,395     $ 66,036  
                                   
    Non-GAAP Profit before Tax   $ 12,855     $ 15,555     $ 68,323     $ 35,137     $ 243,582  
                                   
    (1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, and income (loss) in earnings of equity investments.  
    Reconciliation of Non-GAAP Income Tax Provision and Non-GAAP Effective Tax Rate  
                                   
        Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     September 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Income Tax (Benefit) Provision   $ (803 )   $ (9,470 )   $ 2,969     $ (9,233 )   $ 17,584  
    GAAP effective tax rate     10.6 %     22.0 %     8.2 %     13.7 %     9.9 %
                                   
    Tax effect of adjustments to GAAP results     398       10,071       3,748       10,074       10,128  
                                   
    Non-GAAP Income Tax (Benefit) Provision   $ (405 )   $ 601     $ 6,717     $ 841     $ 27,712  
    Non-GAAP effective tax rate     (3.2 )%     3.9 %     9.8 %     2.4 %     11.4 %
    Reconciliation of Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc. and Non-GAAP Earnings per Share  
                                   
        Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     September 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc.(1)   $ (6,860 )   $ (33,675 )   $ 33,345     $ (58,210 )   $ 159,812  
    GAAP Basic weighted average common shares     184,011,189       189,182,850       192,724,541       188,886,583       192,384,315  
    GAAP Diluted weighted average common shares     184,011,189       189,182,850       194,570,380       188,886,583       194,925,040  
    GAAP Basic (Loss) Earnings per Share   $ (0.04 )   $ (0.18 )   $ 0.17     $ (0.31 )   $ 0.83  
    GAAP Diluted (Loss) Earnings per Share   $ (0.04 )   $ (0.18 )   $ 0.17     $ (0.31 )   $ 0.82  
                                   
    Transaction-related costs     486       3,295       10,409       5,623       15,294  
    Transaction-related interest     192       141       162       1,042       162  
    Purchased intangible amortization     5,410       5,410       4,143       16,230       5,533  
    Restructuring costs     2,354       2,067       6,869       6,835       6,869  
    Stock-based compensation     10,588       11,545       10,920       32,251       32,839  
    Loss on change in fair value of forward repurchase contract     —       34,752       —       34,752       —  
    Other costs(2)     1,427       1,428       (551 )     5,662       5,339  
    Total Non-GAAP Adjustments     20,457       58,638       31,952       102,395       66,036  
    Tax effect of adjustments to GAAP results(3)     (398 )     (10,071 )     (3,748 )     (10,074 )     (10,128 )
    Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc.   $ 13,199     $ 14,892     $ 61,549     $ 34,111     $ 215,720  
    Basic weighted average common shares     184,011,189       189,182,850       192,724,541       188,886,583       192,384,315  
    Diluted weighted average common shares     184,485,792       189,710,595       194,570,380       189,577,693       194,925,040  
    Non-GAAP Basic Earnings per Share   $ 0.07     $ 0.08     $ 0.32     $ 0.18     $ 1.12  
    Non-GAAP Diluted Earnings per Share   $ 0.07     $ 0.08     $ 0.32     $ 0.18     $ 1.11  
                                   
    (1) GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc. represents GAAP Net (Loss) Income adjusted for Net Income Attributable to non-controlling interests.  
    (2) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consists of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, income (loss) in earnings of equity investments, and unrealized losses (gains) on investments.  
    (3) To calculate the tax effect of adjustments to GAAP results, the Company considers each non-GAAP adjustment by tax jurisdiction and reverses all discrete items to calculate an annual non-GAAP effective tax rate (“NG ETR”).  This NG ETR is then applied to Non-GAAP Profit Before Tax to arrive at the tax effect of adjustments to GAAP results.  
    Reconciliation of Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow as Percentage of Net Sales        
                                   
        Three-Month Period Ended     Nine-Month Period Ended  
        December 27, 2024     September 27, 2024     December 29, 2023     December 27, 2024     December 29, 2023  
        (Dollars in thousands)     (Dollars in thousands)  
    GAAP Operating Cash Flow   $ (8,183 )   $ 15,547     $ 76,558     $ 41,560     $ 168,951  
    GAAP Operating Cash Flow (% of net sales)     -4.6 %     8.3 %     30.0 %     7.8 %     20.9 %
    Non-GAAP adjustments                              
    Purchases of property, plant and equipment     (13,615 )     (9,972 )     (34,399 )     (34,564 )     (110,500 )
                                   
    Non-GAAP Free Cash Flow   $ (21,798 )   $ 5,575     $ 42,159     $ 6,996     $ 58,451  
    Non-GAAP Free Cash Flow (% of net sales)     (12.3 )%     3.0 %     16.5 %     1.3 %     7.2 %

    Investor Contact:
    Jalene Hoover
    VP of Investor Relations & Corporate Communications
    +1 (512) 751-6526
    jhoover@allegromicro.com

    The MIL Network –

  • MIL-OSI: Lantronix to Report Fiscal 2025 Second Quarter Results on Feb. 6, 2025

    Source: GlobeNewswire (MIL-OSI)

    IRVINE, Calif., Jan. 30, 2025 (GLOBE NEWSWIRE) — Lantronix Inc. (the “Company”) (NASDAQ: LTRX), a global leader of compute and connectivity for IoT solutions enabling AI Edge Intelligence, today announced it will release financial results from its fiscal 2025 second quarter, ended Dec. 31, 2024, after the close of the market on Thursday, Feb. 6, 2025.

    Management will host an investor conference call and audio webcast at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) on Feb. 6, 2025. To access the live conference call, investors should dial 1-844-802-2442 (US) or 1-412-317-5135 (international) and indicate they are participating in the Lantronix fiscal 2025 second-quarter call. The webcast will be available simultaneously via the investor relations section of the Company’s website.

    Investors can access a conference call replay starting at approximately 8:00 p.m. Pacific Time on Feb. 6, 2025, on the Lantronix website. A telephonic replay will also be available through Feb. 13, 2025, by dialing 1-877-344-7529 (US) or 1-412-317-0088 (international) or Canada Toll-Free 855-669-9658 and entering passcode 3433776.

    About Lantronix

    Lantronix Inc. is a global leader of compute and connectivity IoT solutions that target high-growth markets, including Smart Cities, Enterprise and Transportation. Lantronix’s products and services empower companies to succeed in the growing IoT markets by delivering customizable solutions that enable AI Edge Intelligence. Lantronix’s advanced solutions include Intelligent Substations infrastructure, Infotainment systems and Video Surveillance, supplemented with advanced Out-of-Band Management (OOB) for Cloud and Edge Computing.

    For more information, visit the Lantronix website.

    Lantronix Media Contact:        
    Gail Kathryn Miller
    Corporate Marketing &
    Communications Manager
    media@lantronix.com

    Lantronix Analyst and Investor Contact:        
    investors@lantronix.com

    © 2024 Lantronix Inc. All rights reserved. Lantronix is a registered trademark, and SLB and SLC are trademarks of Lantronix Inc. Other trademarks and trade names are those of their respective owners.

    The MIL Network –

  • MIL-OSI United Kingdom: Free bus travel on offer for up to two thousand Spectra visitors

    Source: Scotland – City of Aberdeen

    First Bus has teamed up with Scotland’s Festival of Light for the second year running to offer free bus travel to Spectra visitors.

    With an apt festival theme of Journeys this year, up to two thousand two-trip tickets have been made available, allowing visitors to claim free travel for First Bus services, as they make their way to and from Spectra on their chosen date.

    The festival, owned and commissioned by Aberdeen City Council, will return from February 6 to February 9, with a packed programme of 15 art light installations, and a wide range of supporting activations, from fire street performances to dancers and musicians.

    From a giant moon apparently removed from its orbit and lassoed to a boat, to a dreamy inflatable light castle, and an enormous illuminated slinky toy installation, there’ll be a wide range of artworks for people of all ages to enjoy.

    Councillor Martin Greig, Aberdeen City Council’s Culture spokesperson, said: “Spectra draws in thousands of visitors to the city centre each year. It’s fantastic to be partnering with First Bus again, after the free travel offer proved so popular in 2024, to allow visitors to travel to and from the festival in a sustainable way.

    “We’re looking forward to the festival getting underway, as it truly shines a spotlight on everything Aberdeen has to offer. We hope that visitors take advantage of this offer and enjoy both the fantastic artworks and other performances, as well as the hospitality of our city centre businesses.”

    David Adam, Operations Manager for First Bus in Aberdeen, said: “We’re delighted to be partnering with Spectra once again to offer sustainable travel to up to two thousand visitors going to-and-from the festival. 

    “Events like Spectra, which bring so many people to Aberdeen city centre, are fantastic for everyone and captures the imagination while showing off some of Aberdeen’s most iconic buildings in a new, exciting way.”

    Now in its 11th year, the celebration of light, art and creativity is now firmly established in Scotland’s event calendar, having grown in the past decade, from an initial audience of 10,000 at a single site to attracting over 100,000 visits over four days in 2024 and contributing £2.6 million in visitor spend to the local economy.

    Those interested in claiming the free travel offer are encouraged to sign-up to the Spectra mailing list by 12pm on Monday 3 February. Details will then be shared with instructions on how to claim a two-trip ticket which will be redeemable through the First Bus app, per app user during the festival dates from 6 to 9 February. More information on how to claim the offer is available at: http://www.spectrafestival.com/

    Check out the full line-up for Spectra here: http://www.spectrafestival.com/ 

    MIL OSI United Kingdom –

  • MIL-OSI Asia-Pac: The Two-Day National Conference with Labour Ministers and Secretaries of States & UTs in New Delhi, chaired by Dr. Mansukh Mandaviya, Union Minister for Labour & Employment and Youth Affairs & Sports Concluded Today

    Source: Government of India (2)

    The Two-Day National Conference with Labour Ministers and Secretaries of States & UTs in New Delhi, chaired by Dr. Mansukh Mandaviya, Union Minister for Labour & Employment and Youth Affairs & Sports Concluded Today

    Labour Welfare for Building & Construction Workers, along with Gig & Platform Workers, is a Top Priority for the Government of India, said Dr. Mandaviya

    Chintin Shivir Provides Collaborative Platform for Cross-Learning and Sharing Best Practices Demonstrated by States/UTs

    Three Committees Formed to Develop Sustainable Model for Comprehensive Social Security Coverage

    Posted On: 30 JAN 2025 3:53PM by PIB Delhi

    The two-day Workshop with Hon’ble Labour Ministers and Labour Secretaries of States & UTs, concluded today under the Chairmanship of Dr. Mansukh Mandaviya, Union Minister for Labour & Employment and Youth Affairs & Sports. Sushri Shobha Karandlaje, Hon’ble Minister of State for the Ministry of Labour and Employment, along with Hon’ble Labour Ministers from various States/UTs, Ms. Sumita Dawra, Secretary, Ministry of Labour & Employment, and senior officials from States/UTs, were present during the workshop. These meetings marked a successful culmination of the six regional workshops and several other consultations, held over the last year with all 36 States and UTs. Over ten subjects during the five sessions spread over two days, were extensively discussed and inputs gathered, with the objective to design targeted action items. Three Committees comprising five States each were formed. Building on the discussions during the workshop, these Committees will hold consultations and develop a sustainable model for comprehensive social security coverage for workers, to be presented in March 2025.

    Taking note of the deliberations and suggestions made during the two-day workshop, the Union Minister during his address laid out a comprehensive action plan for all stakeholders. He urged States to assess the feasibility of adopting best practices showcased by different States/UTs during the last two days. He emphasized that the Ministry is committed and would continue to work closely with State Governments to design various reforms and initiatives to ensure welfare of organized and unorganized workers. Holistic and sustainable welfare programmes providing pension, healthcare, life and accident insurance, etc. are being discussed.

    Social security for unorganized sector workers, such as the ones in Building and Construction work, in the gig & platform economy, and other sectors was extensively discussed. The Union Minister emphasized developing sustainable social security models for these workers. Further, the welfare of contract labour and the transformation of the role of the inspector to inspector-cum-facilitator were the other main agenda items for day two.  

    States showcased the progress made in utilizing BOCW cess funds in giving social security coverage, besides developing education and skill development institutions for children of Building and Construction Workers. Innovative ways of utilizing these resources for providing various social welfare initiatives like pension were widely deliberated.  

    Progress made in onboarding unorganized workers onto the eShram portal showcased the Government’s efforts towards strengthening the last-mile delivery of benefits to these workers. So far over 30 crore unorganized workers are registered on the eShram portal. The Ministry is also working on designing a dedicated Social Security and Welfare Scheme for Gig & Platform workers. Modalities of funding, data collection, and administration of the Scheme were discussed and States were urged to prioritize the sharing of data of unorganized workers, with a focus on gig & platform workers and support in their registration on eShram on mission mode. Integration of eShram and Government portals like NCS, and SIDH are contributing to promoting employment generation, employability, skill development, etc.

    Shift from inspector to inspector-cum-facilitator model was another major reform discussed with State/UT administrators. The overall objective of this reform is to reduce the compliance burden and promote ease of doing business, along with ensuring decent working conditions, equal opportunities at work and improved employee-employer relationships.

    Sushri Shobha Karandlaje, Hon’ble Minister of State for Ministry of Labour and Employment during her closing remarks, underscored the important contribution made by India’s workforce in achieving the goal of becoming a Viksit Bharat by 2047. Maximizing social security coverage and ensuring labour welfare of both organized and unorganized workers was the main goal of all the consultations held over last year and this two-day Chintin Shivir. She reiterated the whole-of-Government approach needed to take all the initiatives to a logical conclusion in a time-bound manner.

    Engaged in the spirit of cooperative federalism, the two-day meetings displayed the Government’s commitment towards promoting labour welfare and facilitating ease of doing business and promoting industrial growth across States/UTs. 

    *****

    Himanshu Pathak

     

    (Release ID: 2097602) Visitor Counter : 87

    MIL OSI Asia Pacific News –

  • MIL-OSI Europe: EIB Group increases investment in Austria for growth, innovation and climate action by nearly a third

    Source: European Investment Bank

    • In 2024, the EIB Group reached a funding volume of €1.7 billion in Austria
    • Focus on countercyclical investment promotion in energy-intensive industries such as steel production
    • The expansion of renewable energies remains a priority goal

    The European Investment Bank Group (EIB Group) can look back on a successful year 2024 in Austria.  With a total lending volume of nearly €1.7 billion, it granted around 30% more loans than in the previous year. Funding applications were submitted to the EIB by public and private sector firms, primarily for energy projects that reduce CO2 emissions and promote the transition to renewable energy.

    2024 brought a rise in the construction of solar plants and wind farms in Austria – supported by the national government, which has set the objective of generating all of the country’s electricity from renewable sources by 2030. As in the two previous years, in 2024 the EIB exceeded its goal of allocating at least 50% of funding to climate action. In Austria, 64% of total investment went to climate.

    The EIB co-finances wind and solar projects together with partner banks. In Burgenland, it is providing €80 million to fund six solar parks by Püspök. They will supply 71 000 households with electricity, and the farmland they will be built on can continue to be used to grow crops.

    Burgenland Energie AG will also receive EIB financing of up to €620 million to build solar and wind parks. With a generation capacity of 1.3 GW once complete, they will be able to meet one-sixth of Austria’s electricity needs. The EU bank is also co-financing the Spannberg wind park in Lower Austria, with four wind turbines and a further seven in the planning phase.

    The EIB Group, consisting of the European Investment Bank (EIB) and the European Investment Fund (EIF), seeks to be a reliable partner in making European industry more competitive – especially in difficult economic times, by promoting countercyclical investment. In the steel and construction industries, the EIB Group finances projects in Austria that support their green transition: for example, with a €300 million grant issued to Voestalpine for research and development.

    “The EIB is a strong partner for Austria’s future,” EIB Vice-President Thomas Östros stated. “Our investments make it easier for firms to expand and become more innovative, to use renewable energy and to cut energy consumption. We invest countercyclically and promote the long-term competitiveness of Austrian industry. We will continue to support the development of wind, solar and hydro power plants.”

    To increase the housing supply, the EIB is continuing to back affordable housing projects. In Salzburg and Tyrol, it is working with regional savings banks to finance the construction of 1 750 rental units in non-profit housing with low-cost framework loans.

    As in previous years, the EIF – whose shareholders include the EIB, the European Commission and several national and regional promotional banks – continued to support specialised funds targeting startups and innovative technologies, investing €66 million in Austria.

    In 2024, in view of the EIB Group’s policy priorities, projects in Austria in the field of sustainable energy and natural resources received the most support, with €765 million, followed by innovation, digital and human capital, with €462 million. Sustainable cities and regions received €329 million, and SMEs and mid-caps received €112 million.

    EIB Group investment in Austria in 2024 supported investment of in total €4.3 billion. Thus, each euro of EIB Group financing raised investment of around €2.60.

    Background information

    EIB 

    The European Investment Bank (ElB) is the long-term lending institution of the European Union, owned by its Member States. It finances investments that contribute to EU policy objectives by bolstering digitalisation and technological innovation, security and defence, agriculture and bioeconomy, social infrastructure, high-impact investments outside the EU, and the Capital Markets Union.  

    The EIB Group, which also includes the European Investment Fund (EIF), signed nearly €89 billion in new financing for over 900 projects in 2024. These commitments are expected to mobilise around €350 billion in investment, supporting 400 000 companies and 5.8 million jobs.  

    All projects financed by the EIB Group are in line with the Paris Climate Accord and the EIB Group does not fund investments in fossil fuels. We are on track to deliver on our commitment to support  €1 trillion in climate and environmental sustainability investment in the decade to 2030 as pledged in our Climate Bank Roadmap. Almost 60% of the EIB Group’s annual financing supports projects directly contributing to climate change mitigation, adaptation, and a healthier environment. 

    Approximately half of the EIB’s financing within the European Union is directed towards cohesion regions, where per capita income is lower than the EU average. This underscores the Bank’s commitment to fostering inclusive growth and the convergence of living standards. 

    MIL OSI Europe News –

  • MIL-OSI Europe: EIB Group financing in Slovenia totals €284 million in 2024, driving the energy transition and business innovation

    Source: European Investment Bank

    • EIB Group provided €284 million of new financing in Slovenia last year, boosting the energy transition, business innovation and capital markets.
    • Funding of €154 million from EIB and €130 million from EIF in the country in 2024.
    • Investments strengthened Slovenia’s electricity grid, early-stage companies and venture-capital markets.

    The European Investment Bank (EIB) Group  provided €284 million of fresh financing in Slovenia last year, bolstering the energy transition, business innovation and capital markets in the country. The total for 2024 includes €154 million from the EIB and €130 million from the European Investment Fund (EIF), which targets micro companies and small and medium-sized enterprises (SMEs) in Europe.

    EIB financing in Slovenia last year focused on energy projects, fostering sustainable energy and energy efficiency, while the EIF investments supported venture capital and private equity to boost entrepreneurship and innovation.

    “We are committed to fostering a sustainable, innovative and inclusive Slovenian economy,” said EIB Vice-President Kyriacos Kakouris. “Our investments in Slovenia last year not only strengthen the country’s energy resilience and competitiveness but also ensure that businesses and communities can thrive in a rapidly changing environment.”

    Over the past five years, the EIB Group has invested over €1 billion in Slovenia, focusing on sustainable transport, energy infrastructure and capital markets. Its financing of local electricity distribution covers four out of five distribution companies, which supply around nine out of 10 Slovenian households.

    Grid upgrades and business innovation

    The EIB last year signed agreements with three power companies to upgrade Slovenia’s electricity grids. It committed €36 million to Elektro Maribor, €50 million to Elektro Ljubljana and €58 million to Elektro Celje.

    These loans will reinforce regional energy infrastructure, enabling the integration of renewable energy, expanding capacity for electric vehicle charging and climate-proofing critical systems. The projects align with Slovenia’s 2050 climate targets and the European Union’s REPowerEU strategy.

    Additionally, the EIB provided advisory services to municipalities, public institutions and private companies to ensure comprehensive support for sustainable growth across Slovenia.

    For its part, the EIF pressed ahead in 2024 with its long-standing support for Slovenian SMEs and Mid-Caps, focusing on innovation and early-stage businesses. A highlight last year was a €40 million EIF pledge to the Vesna Deep Tech Venture Fund to build up technology transfer in Slovenia as well as Croatia. The fund prioritises early-stage businesses, fosters innovation and protects intellectual property, strengthening Slovenia’s venture-capital ecosystem.

    Since 1996, the EIF has facilitated €531 million in financing for approximately 8,000 Slovenian enterprises, supporting 78,000 jobs.

    Background information

    The European Investment Bank (EIB) is the long-term lending institution of the European Union owned by its Member States. It finances sound investment that contributes towards EU policy goals, including social and territorial cohesion, competitiveness, innovation, sustainable development and the just, swift transition to net zero. The EIB has committed €7.78 billion in total financing for projects in Slovenia since the start of its operations in the country.

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  • MIL-OSI Europe: EIB Group annual figures for 2024: €3 billion for competitiveness, strategic autonomy and SMEs in the Netherlands

    Source: European Investment Bank

    • In 2024, the EIB Group mobilised nearly €3.1 billion, primarily for small and medium businesses (SMEs) and innovation.
    • The EIB financed social infrastructure and increased support for innovative Dutch firms and those in the growth phase, promoting strategic autonomy.
    • The EIF also granted nearly €634 million in financing, in the form of guarantees and equity.

    Last year the EIB Group, made up of the European Investment Bank (EIB) and the European Investment Fund (EIF), invested nearly €3.1 billion in projects implemented in the Netherlands. Of that, €2.45 billion were granted by the EIB in the form of loans and venture debt. The EIF also mobilised some €634 million in the form of guarantees and equity contributions. Worldwide, the EIB Group granted a record amount of almost €89 billion, with no less than €50.7 billion going to help fight climate change and protect the environment.

    EIB Vice-President Robert de Groot remarked, “If Europe wishes to remain strong and competitive, it must invest more in technology, energy and manufacturing. In the long run, it cannot afford to depend on others in these areas. That is why the EIB Group is fully committed to fostering innovation in the Netherlands, especially through venture capital lending. And of course, we are also continuing to support projects that have a positive impact on the daily lives of people, like hospitals, flood control and better access to financing for SMEs. Sustainability will also remain a core principle in 2025.”

    In 2024, nearly a third of EIB Group investments in the Netherlands were linked to innovation in different areas, in particular those backed by the European Commission’s InvestEU programme. For example, companies such as Samotics, LUMICKS and Resato received EIB venture debt targeted to growing firms.

    In the realm of innovation, the chip manufacturer NXP also signed a financing agreement that will allow it to increase investment in research and development, in particular for next-generation semiconductors for the automotive sector.

    The EIF was also very active in the Netherlands in 2024. In addition to guarantees provided to SMEs by ABN Amro and microloans issued by Qredits, Dutch venture capital funds such as 4impact Fund, Innovation Industries and European Cyber Security Tech Fund also received support from the EIF.

    In 2024, sustainability remained a dominant factor for EIB Group investments in the Netherlands, especially in its support for SMEs. Along with a financing agreement with ABN Amro for €450 million, part of which targeted sustainable SMEs, the EIB and Rabobank signed a ninth impact loan providing reduced interest rates for SMEs certified under a sustainable development label.

    Background information

    The EIB is the EU’s long-term financing institution, owned by the Member States. It finances investments that contribute to EU policy objectives. The Netherlands’ shareholding in it is 5.2%. Over the past decade, the EIB has lent more than €27 billion to support Dutch projects in a variety of sectors, including research and development, transport, clean water, healthcare and SMEs.

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  • MIL-OSI Europe: Answer to a written question – Possible location drawbacks in Member States as a result of the Sustainability Directive – E-002253/2024(ASW)

    Source: European Parliament

    European Sustainability Reporting Standards (ESRS)[1] will benefit companies by improving access to sustainable finance and reducing the burden caused by multiple overlapping voluntary reporting standards and frameworks.

    They will help European companies to identify and manage their sustainability impacts and risks, enhancing their resilience and international competitiveness in the medium and long term.

    The Commission acknowledges that the new rules create costs, especially in the short term. To address this the Commission has: i) agreed with the Parliament and the Council to postpone by two years the deadline for adoption of sector standards; ii) raised the monetary thresholds to define large companies, thus reducing the number of companies in scope by 14%; iii) required EFRAG[2] to provide additional guidance for companies; iv) published Question & Answers to clarify key questions[3]; v) written to Member States to urge them to adopt a proportionate approach to enforcement; vi) and mobilised EU funds for the provision of technical support to companies at national level.

    In addition, the Commission is working towards adopting an Omnibus Simplification package, that will look, among other legislation, at the Corporate Sustainability Reporting Directive ( CSRD)[4].

    The Commission estimated at EUR 1 700 million the total annual recurring costs of reporting[5]. It is a significant reduction compared to the estimates in the 2021 CSRD impact assessment[6] which was published before the adoption of the ESRS.

    Assuming that about 49 000 groups are in scope, the estimated average recurring costs would be approximately EUR 35 000 per group.

    With the increase of the monetary thresholds for ‘large undertakings’, the total costs should be even lower.

    • [1] https://finance.ec.europa.eu/news/commission-adopts-european-sustainability-reporting-standards-2023-07-31_en
    • [2] Commission’s advisory body on ESRS
    • [3] https://finance.ec.europa.eu/publications/frequently-asked-questions-implementation-eu-corporate-sustainability-reporting-rules_en
    • [4]  OJ L 322, 16.12.2022, p. 15-80.
    • [5] According to the ESRS for companies within its scope.
    • [6] SWD/2021/150 final.
    Last updated: 30 January 2025

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