Economy – Page 1278 – NewzIntel.com

MIL-OSI: Brompton Energy Split Corp. Announces Preferred Share Distribution Rate

Source: GlobeNewswire (MIL-OSI)

TORONTO, Jan. 27, 2025 (GLOBE NEWSWIRE) — (TSX: ESP, ESP.PR.A) Brompton Energy Split Corp. (the “Fund”) announces that the distribution rate for the preferred shares (the “Preferred Shares”) for the new term from March 29, 2025 to March 30, 2027 will be $0.725 per Preferred Share per annum (7.25% on the par value of $10) payable quarterly. The new Preferred Share distribution rate is based on current market rates for preferred shares with similar terms.

The Fund invests in an actively managed portfolio consisting primarily of equity securities of dividend-paying (at the time of investment) global energy issuers with a market capitalization of at least $2 billion (at the time of investment) which may include companies operating in energy subsectors and related industries such as oil & gas exploration and production, equipment, services, pipelines, transportation, infrastructure, utilities, among others. The Fund may also invest up to 25% of the value of the portfolio (as measured at the time of investment) in equity securities of other global natural resource issuers which include companies that own, explore, mine, process or develop natural resource commodities or supply goods and services to those companies, including directly or indirectly through exchange-traded funds.

In connection with the extension, shareholders who do not wish to continue their investment in the Fund, will be able to retract Preferred Shares or class A shares (the “Class A Shares”) on March 28, 2025 pursuant to a special retraction right and receive a retraction price that is calculated in the same way that such price would be calculated if the Fund were to terminate on March 28, 2025. Pursuant to this option, the retraction price may be less than the market price if the security is trading at a premium to net asset value. To exercise this retraction right, shareholders must provide notice to their investment dealer by February 28, 2025 at 5:00 p.m. (Toronto time). Alternatively, shareholders may sell their Preferred Shares and/or Class A Shares through their securities dealer for the market price at any time, potentially at a higher price than would be achieved through retraction, or shareholders may take no action and continue to hold their shares.

About Brompton Funds

Founded in 2000, Brompton is an experienced investment fund manager with income and growth focused investment solutions including exchange-traded funds (ETFs) and other TSX traded investment funds. For further information, please contact your investment advisor, call Brompton’s investor relations line at 416-642-6000 (toll-free at 1-866-642-6001), email info@bromptongroup.com or visit our website at www.bromptongroup.com.

You will usually pay brokerage fees to your dealer if you purchase or sell shares of the investment funds on the Toronto Stock Exchange or other alternative Canadian trading system (an “exchange”). If the shares are purchased or sold on an exchange, investors may pay more than the current net asset value when buying shares of the investment fund and may receive less than the current net asset value when selling them.

There are ongoing fees and expenses associated with owning shares of an investment fund. An investment fund must prepare disclosure documents that contain key information about the fund. You can find more detailed information about the Fund in the public filings available at www.sedarplus.ca. Investment funds are not guaranteed, their values change frequently, and past performance may not be repeated.

Certain statements contained in this document constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this document and to other matters identified in public filings relating to the Fund, to the future outlook of the Fund and anticipated events or results and may include statements regarding the future financial performance of the Fund. In some cases, forward-looking information can be identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Actual results may vary from such forward-looking information. Investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and we assume no obligation to update or revise them to reflect new events or circumstances.

The MIL Network –

January 28, 2025

MIL-OSI: IBEX Limited to Announce Second Quarter 2025 Financial Results on February 6th, 2025

Source: GlobeNewswire (MIL-OSI)

WASHINGTON, Jan. 27, 2025 (GLOBE NEWSWIRE) — IBEX Limited (“ibex”) (Nasdaq: IBEX), a leading global provider of business process outsourcing (BPO) and customer engagement technology solutions, today announced it will report second quarter 2025 financial results after the market close on Thursday, February 6, 2025. Management will host a conference call and webcast to discuss the Company’s financial results, recent developments, and business outlook at 4:30 p.m. ET.

About ibex
ibex delivers innovative business process outsourcing (BPO), smart digital marketing, online acquisition technology, and end-to-end customer engagement solutions to help companies acquire, engage and retain valuable customers. Today, ibex operates a global CX delivery center model consisting of approximately 30 operations facilities around the world, while deploying next generation technology to drive superior customer experiences for many of the world’s leading companies across retail, e-commerce, healthcare, fintech, utilities and logistics.

ibex leverages its diverse global team of over 30,000 employees together with industry-leading technology, including the AI-powered ibex Wave iX solutions suite, to manage nearly 175 million critical customer interactions, adding over $2.2B in lifetime customer revenue each year and driving a truly differentiated customer experience. To learn more, visit our website at ibex.co and connect with us on LinkedIn.

Investor Contact
Michael Darwal
ibex
Michael.Darwal@ibex.co

Media Contact
Dan Burris
ibex
Daniel.Burris@ibex.co

The MIL Network –

January 28, 2025

MIL-OSI: Oxford Park Income Fund, Inc. Announces December Net Asset Value and Declaration of Distributions for the Months Ending April, May, and June 2025

Source: GlobeNewswire (MIL-OSI)

GREENWICH, Conn., Jan. 27, 2025 (GLOBE NEWSWIRE) — Oxford Park Income Fund, Inc. (“Oxford Park”, “the Fund”, “our”) announced today the following financial results and related information:

On January 24, 2025, the Board of Directors of the Fund declared the following distributions on our common shares of beneficial interest as follows:

Month Ending	Record Date	Payment Date	Amount Per Share
April 30, 2025	April 23, 2025	April 30, 2025	$0.30
May 31, 2025	May 23, 2025	May 30, 2025	$0.30
June 30, 2025	June 23, 2025	June 30, 2025	$0.30

The unaudited Net Asset Value (“NAV”) per share as of December 31, 2024, stood at:

Class A: Net asset value, per share	$27.71
Class I: Net asset value, per share	$27.70
Class L: Net asset value, per share	$27.59

The fair value of the Fund’s portfolio investments may be materially impacted after December 31, 2024, by circumstances and events that are not yet known. To the extent the Fund’s portfolio investments are impacted by market volatility in the U.S. or worldwide, the Fund may experience a material impact on its future net investment income, the fair value of its portfolio investments, its financial condition and the financial condition of its portfolio investments. Investing in our securities involves a number of significant risks. For a discussion of the additional risks applicable to an investment in our securities, please refer to the section titled “Risks” in our prospectus and any subsequent filings with the Securities and Exchange Commission, as applicable.

The financial data included in this press release has been prepared by, and is the responsibility of, Oxford Park Income Fund, Inc.’s management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

About Oxford Park Income Fund, Inc.

The Fund is registered under the Investment Company Act of 1940, as a non-diversified, closed-end management investment company, that continuously offers its common shares and is operated as a “tender offer fund”. The Fund currently seeks to achieve its investment objective of maximizing risk-adjusted total returns as the Fund identifies opportunities in the CLO market through its network of broker-dealers, agent banks, and collateral managers. The Fund primarily invests in debt and equity tranches of CLO vehicles. The Fund’s investment strategy may also include warehouse facilities, which are financing structures intended to aggregate loans that may be used to form the basis of a CLO vehicle.

Disclaimer

There is no assurance that the Fund will continue to declare distributions or that they will continue at these rates. Distributions may be comprised of any combination of net investment income and/or net capital gain, and, if the Fund distributes an amount in excess of net investment income and net capital gains, a portion of such distribution will constitute a return of capital. A return of capital distribution may reduce the amount of investable funds. The ultimate tax character of the Fund’s earnings cannot be determined until tax returns are prepared after the end of the fiscal year. The information provided is based on estimates available as of December 31, 2024. Shareholders should know that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares.

Forward-Looking Statements

This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. These statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events, except as may be required by law.

Securities Disclosure

This press release is provided for informational purposes only, does not constitute an offer to sell securities of the Fund and is not a prospectus. Such offering is only made by the Fund’s prospectus, which includes details as to the Fund’s offering and other material information. Securities offered through Skyway Capital Markets, LLC, member FINRA and SIPC. Skyway Capital Markets, LLC and Oxford Funds, LLC are not affiliated. Investing in the Fund involves risk of loss of some or all principal invested. Speak to your tax professional prior to investing. This is neither an offer to sell nor a solicitation to purchase any security. Please refer to the prospectus for additional information about the Fund. The prospectus should be read carefully before investing.

Contact:
Bruce Rubin
203-983-5280

The MIL Network –

January 28, 2025

MIL-OSI USA: ICYMI: WSJ Editorial Highlights Trump’s ‘Unleashing Alaska’ Executive Order

US Senate News:

Source: United States Senator for Alaska Dan Sullivan
01.27.25
‘Mr. Biden treated America’s largest state worse than he did Iran’
WASHINGTON—The Wall Street Journal published an editorial recently highlighting President Trump’s Alaska-specific executive order (EO) rescinding a number of the Biden administration’s 70 executive orders and actions targeting Alaska, which amounted to an “assault” on Alaska’s economy, and reinstating many policies and actions of the first Trump administration. Senator Dan Sullivan (R-Alaska), who worked closely with the Trump administration on this executive order, thanked President Trump for recognizing Alaska as a great strategic asset for the country and for sending the message to Alaskans, the rest of the country, and the world that unleashing Alaska’s energy and resources will be a top priority of his administration.
____________

Editorial: Trump Lifts Sanctions on Alaska
His executive order reverses Biden’s plan to make the state a natural museum.
By: The Editorial Board
January 24, 2025
Speaking of sanctions (see nearby), one of President Trump’s good deeds this week was lifting Joe Biden’s economic punishment for Alaska. Mr. Biden treated America’s largest state worse than he did Iran. Mr. Trump on Monday signed an executive order to unlock the Last Frontier State’s “extraordinary resource potential.”
That potential has been under wraps since Mr. Biden’s first day in office when he targeted the state with no fewer than six executive orders taking aim at drilling, roadbuilding and hunting.
Over his term, he suspended and stymied Congressionally mandated lease sales in the Arctic National Wildlife Refuge, blocked oil and gas development in nearly half the National Petroleum Reserve, banned drilling in the northern Bering Sea, canceled lease sales in the Cook Inlet, slapped a roadless rule on millions of acres of forest, choked off mining projects, and denied Alaska Native veterans promised land allotments. Alaska’s GOP Sen. Dan Sullivan counts 70 Biden assaults on the state’s economy.
….
Progressives want Alaska to be a natural museum untouched by humans. But the people who live in the state know that resource development is compatible with environmental stewardship. They also have the most to lose if the land is despoiled. Mr. Trump’s order seeks to restore this policy balance that Mr. Biden tried to erase.
Click here to read the full editorial.

MIL OSI USA News –

January 28, 2025

MIL-OSI USA: Cornyn, McCaul Op-Ed: President Trump Must Focus on CHIPS Act for Texas, U.S. Manufacturing Success

US Senate News:

Source: United States Senator for Texas John Cornyn
WASHINGTON – U.S. Senator John Cornyn (R-TX) and Congressman Michael McCaul (TX-10) authored the following op-ed in the Austin American-Statesman highlighting the opportunity to strengthen and reclaim the nation’s CHIPS program created through their Creating Helpful Incentives to Produce Semiconductors (CHIPS) for America Act, which was signed into law in 2022, to restore semiconductor manufacturing back to American soil.
President Trump must focus on CHIPS act for Texas, U.S. manufacturing success
Senator Cornyn and Congressman McCaul
Austin American-Statesman
January 27, 2025
https://www.statesman.com/story/opinion/columns/guest/2025/01/27/trump-must-keep-focus-on-chips-act-to-fulfill-promise-opinion/77880435007/
As President Donald Trump retakes the White House alongside Republican majorities in both chambers of Congress, the roadmap of policy priorities is quickly taking shape. One of his golden opportunities is to strengthen and reclaim the successful CHIPS program, a brainchild of his first administration that has transformed Texas and our national security posture.
We were proud to lead the Chips for America Act, which was signed into law as part of the Fiscal Year 2021 National Defense Authorization Act. This legislation created programs to bring the production of advanced semiconductors back to American soil after decades of decline. In 2022, we successfully secured funding for the programs in the larger CHIPS & Science Act. Since then, Texas cities, colleges, and universities and companies, including Texas Instruments, Samsung, GlobalWafers, X Fab, IntelliEPI and Sumika, along with thousands of Texas workers, have seen immense benefits.
The economic rewards from this law were so profound that the Texas Legislature followed suit. In 2023, Gov. Greg Abbott signed the Texas CHIPS Act, which builds on the law to further invest in semiconductor manufacturing capacity and expertise in the Lone Star State. This state law established the Texas Semiconductor Innovation Consortium (TSIC) and the Texas Semiconductor Innovation Fund (TSIF), important, complementary programs that incentivize Texas investment in the semiconductor industry. A recent study indicates the technology industry contributes more than $469 billion to the Texas economy. Today, Texas has the second largest semiconductor workforce in the nation totaling more than 42,000 Texans with more to come thanks to our joint efforts.
As we see Texas companies, workers and communities benefit from this program, it would be a mistake to forget the impetus for this critical initiative. The vision for these successful programs originated in President Trump’s White House, and it was President Trump’s own national security team that first identified semiconductor chips as a vulnerability in American supply chains. Approximately 92% of the most advanced semiconductors are currently manufactured in Taiwan. Back in 1990, the United States produced nearly 40% of the world’s semiconductors. But by 2021, this figure decreased to 12%, and in 2024, our share represented only 8%. As demand for electronic goods dramatically increased during the pandemic, our supply chain vulnerabilities became more apparent.
In response to the threat of the Chinese Communist Party, and to address vulnerabilities in U.S. supply chains, the first Trump administration asked Congress to address the chips issue with legislation and we took up this mantle. As part of this effort, President Trump’s team successfully persuaded Taiwan Semiconductor Manufacturing Co. to bring their major operations back to the U.S.
Four years later, with President Trump back in the White House and with Republicans in control of Congress, we have an opportunity to refocus the implementation of CHIPS and reclaim rightful credit for its successes. President Biden prioritized partisanship at every turn at the expense of national security during the law’s implementation, from divisive DEI requirements for grant recipients to endless red tape on environmental impact requirements for new projects. The Trump administration can roll back criteria for grant recipients and reprioritize funding for the best and most efficient manufacturing facilities, many of which are in Texas. In addition, by streamlining the stringent regulatory requirements on new projects, America will be better positioned to increase our production capacity for semiconductors at an even faster speed, making sure this critical supply chain is not subject to the whims of our adversaries overseas.
We cannot let this program that has been so revolutionary for Texas job creators fall by the wayside. While President Biden’s misguided approach to implementation of the CHIPS and Science Act fell short of everything the law could be, we are optimistic that with President Trump back at the helm, Republicans can Make America Great Again by continuing to strengthen our investments in CHIPS.
By reclaiming CHIPS, President Trump has an opportunity to fulfill a core campaign promise: increase domestic manufacturing and decrease our reliance on China. By continuing to prioritize domestic manufacturing of semiconductors, we can increase manufacturing jobs in the United States and strengthen America’s edge in our strategic competition with China.

MIL OSI USA News –

January 28, 2025

MIL-OSI: Timberland Bancorp’s First Fiscal Quarter Net Income Increases to $6.86 Million

Source: GlobeNewswire (MIL-OSI)

Quarterly EPS Increases 12% to $0.86 from $0.77 One Year Ago
Quarterly Return on Average Assets Increases to 1.41%
Quarterly Return on Average Equity Increases to 11.03%
Quarterly Net Interest Margin Increases to 3.64%

HOQUIAM, Wash., Jan. 27, 2025 (GLOBE NEWSWIRE) — Timberland Bancorp, Inc. (NASDAQ: TSBK) (“Timberland” or “the Company”), the holding company for Timberland Bank (the “Bank”), today reported net income of $6.86 million, or $0.86 per diluted common share for the quarter ended December 31, 2024. This compares to net income of $6.36 million, or $0.79 per diluted common share for the preceding quarter and $6.30 million, or $0.77 per diluted common share, for the comparable quarter one year ago.

“We started off our 2025 fiscal year on solid footing, with net income, earnings per share and profitability metrics all improving compared to the prior quarter,” stated Dean Brydon, Chief Executive Officer. “Fiscal first quarter net income and earnings per share increased 8% and 9%, respectively, compared to the prior quarter, reflecting an improvement in our net interest margin and lower provisions for credit losses compared to the prior quarter. Compared to the first fiscal quarter a year ago, net income and earnings per share increased 9% and 12%, respectively. In addition to all key performance metrics improving compared to the prior quarter and year ago quarter, tangible book value per share continued to trend upward.”

“As a result of Timberland’s solid earnings and strong capital position, our Board of Directors announced a quarterly cash dividend to shareholders of $0.25 per share, payable on February 28, 2025, to shareholders of record on February 14, 2025,” stated Jonathan Fischer, President and Chief Operating Officer. “This represents the 49th consecutive quarter Timberland will have paid a cash dividend.”

“A highlight of the quarter was our net interest margin expanding six basis points to 3.64%, compared to the preceding quarter,” said Marci Basich, Chief Financial Officer. “The improvement was primarily driven by a reduction in funding costs as the weighted average cost of interest-bearing liabilities decreased by eight basis points during the quarter. Total deposits decreased $17 million, or 1%, during the quarter, in part due to some larger customers ending the calendar year with lower balances, while total borrowings stayed unchanged at $20 million compared to the prior quarter end.”

“While we experienced an increase in loan originations during the quarter, they were more than offset by a significant increase in loan payoffs, resulting in a 1% decrease in net loans compared to the prior quarter end,” Brydon continued. “Some of the larger payoffs were on participation loans, as well as our largest substandard loan. Credit quality metrics are also holding up relatively well. While we experienced higher than normal net charge-offs during the quarter of $242,000 related to one loan, all other credit quality metrics improved. Non-performing assets improved to 16 basis points of total assets at the end of the first quarter, compared to 20 basis points three months earlier, total delinquencies decreased by 10% during the quarter and non-accrual loans decreased by nearly 30%. We remain encouraged by the overall strength of our loan portfolio and opportunities for loan growth in our markets.”

“During the quarter we were excited to partner with the Federal Home Loan Bank of Des Moines and their Member Impact Fund grant program. Timberland applied for grants on behalf of 43 local non-profit organizations in our market areas and we were pleased that all were approved. The Member Impact Fund provided $3 for every $1 we donated to an eligible non-profit organization in our community. In total, $772,000 was donated to 43 local non-profit organizations. We were thrilled to be a part of the grant program that helped make a positive impact and advance housing and community development needs in the communities we serve,” added Fischer.

Earnings and Balance Sheet Highlights (at or for the periods ended December 31, 2024, compared to December 31, 2023, or September 30, 2024):

Earnings Highlights:

Earnings per diluted common share (“EPS”) increased 9% to $0.86 for the current quarter from $0.79 for the preceding quarter and 12% from $0.77 for the comparable quarter one year ago;
Net income increased 8% to $6.86 million for the current quarter from $6.36 million for the preceding quarter and 9% from $6.30 million for the comparable quarter one year ago;
Return on average equity (“ROE”) and return on average assets (“ROA”) for the current quarter were 11.03% and 1.41%, respectively;
Net interest margin (“NIM”) for the current quarter expanded to 3.64% from 3.58% for the preceding quarter and 3.60% for the comparable quarter one year ago; and
The efficiency ratio for the current quarter improved to 56.27% from 56.79% for the preceding quarter and 56.50% for the comparable quarter one year ago.

Balance Sheet Highlights:

Total assets decreased 1% from the prior quarter and increased 1% year-over-year;
Net loans receivable decreased 1% from the prior quarter and increased 6% year-over-year;
Total deposits decreased 1% from the prior quarter and increased slightly (less than 1%) year-over-year;
Total shareholders’ equity increased 2% from the prior quarter and increased 5% year-over-year; 27,260 shares of common stock were repurchased during the current quarter for $883,000;
Non-performing assets to total assets ratio was 0.16% at December 31, 2024 compared to 0.20% at September 30, 2024 and 0.18% at December 31, 2023;
Book and tangible book (non-GAAP) values per common share increased to $31.33 and $29.37, respectively, at December 31, 2024; and
Liquidity (both on-balance sheet and off-balance sheet) remained strong at December 31, 2024 with only $20 million in borrowings and additional secured borrowing line capacity of $656 million available through the Federal Home Loan Bank (“FHLB”) and the Federal Reserve.

Operating Results

Operating revenue (net interest income before the provision for credit losses plus non-interest income) for the current quarter increased 1% to $19.67 million from $19.48 million for the preceding quarter and increased 5% from $18.80 million for the comparable quarter one year ago. The increase in operating revenue compared to the preceding quarter was primarily due to an increase in interest income from loans and a decrease in funding costs, which was partially offset by a decrease in non-interest income and decreases in interest income on investment securities and interest bearing deposits in banks.

Net interest income increased $423,000, or 3%, to $16.97 million for the current quarter from $16.55 million for the preceding quarter and increased $966,000 or 6%, from $16.00 million for the comparable quarter one year ago. The increase in net interest income compared to the preceding quarter was primarily due a $12.72 million increase in average total interest-earning assets and a decrease in the weighted average cost of interest-bearing liabilities to 2.62% from 2.70% for the preceding quarter. Timberland’s NIM for the current quarter expanded to 3.64% from 3.58% for the preceding quarter and 3.60% for the comparable quarter one year ago. The NIM for the current quarter was increased by approximately 3 basis points due to the collection of $115,000 in pre-payment penalties, non-accrual interest, and late fees and the accretion of $8,000 of the fair value discount on acquired loans. The NIM for the preceding quarter was increased by approximately one basis point due to the collection of $20,000 in pre-payment penalties, non-accrual interest, and late fees, and the accretion of $7,000 of the fair value discount on acquired loans. The NIM for the comparable quarter one year ago was increased by approximately three basis points due to the collection of $142,000 in pre-payment penalties, non-accrual interest, and late fees, and the accretion of $10,000 of the fair value discount on acquired loans.

A $52,000 provision for credit losses on loans was recorded for the quarter ended December 31, 2024. The provision was primarily due to changes in the composition of the loan portfolio and net charge-offs. This compares to a $444,000 provision for credit losses on loans for the preceding quarter and a $379,000 provision for credit losses on loans for the comparable quarter one year ago. In addition, a $20,000 recapture of credit losses on unfunded commitments and a $5,000 recapture of credit losses on investment securities were recorded for the current quarter.

Non-interest income decreased $235,000, or 8% to $2.70 million for the current quarter from $2.93 million for the preceding quarter and decreased $101,000, or 4%, from $2.80 million for the comparable quarter one year ago. The decrease in non-interest income compared to the preceding quarter was primarily due to a decrease in gain on sales of loans and smaller changes in several other categories.

Total operating (non-interest) expenses for the current quarter increased $5,000, or less than 1%, to $11.07 million from $11.06 million for the preceding quarter and increased $443,000, or 4%, from $10.62 million for the comparable quarter one year ago. The increase in operating expenses compared to the preceding quarter was primarily due to increases in salaries and employee benefits and smaller increases in several other expense categories. These increases were partially offset by decreases in deposit operations expense, and smaller decreases in several other expense categories. The efficiency ratio for the current quarter was 56.27% compared to 56.79% for the preceding quarter and 56.50% for the comparable quarter one year ago.

The provision for income taxes for the current quarter increased $141,000, or 9%, to $1.71 million from $1.57 million for the preceding quarter, primarily due to higher taxable income. Timberland’s effective income tax rate was 20.0% for the quarter ended December 31, 2024 compared to 19.8% for the quarter ended September 30, 2024 and 19.7% for the quarter ended December 31, 2023.

Balance Sheet Management

Total assets decreased $14.00 million, or 1%, during the quarter to $1.91 billion at December 31, 2024 from $1.92 billion at September 30, 2024 and increased $14.37 million, or 1%, from $1.90 billion one year ago. The decrease during the current quarter was primarily due to an $11.20 million decrease in investment securities, a $9.70 million decrease in net loans receivable and smaller decreases in several other categories. These decreases were partially offset by smaller increases in several other asset categories.

Liquidity

Timberland has continued to maintain a strong liquidity position, both on-balance sheet and off-balance sheet. Liquidity, as measured by the sum of cash and cash equivalents, CDs held for investment, and available for sale investment securities, was 15.0% of total liabilities at December 31, 2024, compared to 14.7% at September 30, 2024, and 12.7% one year ago. Timberland had secured borrowing line capacity of $656 million available through the FHLB and the Federal Reserve at December 31, 2024. With a strong and diversified deposit base, only 19% of Timberland’s deposits were uninsured or uncollateralized at December 31, 2024. (Note: This calculation excludes public deposits that are fully collateralized.)

Loans

Net loans receivable decreased $9.70 million, or 1%, during the quarter to $1.41 billion at December 31, 2024 from $1.42 billion at September 30, 2024. This decrease was primarily due to a $15.47 million increase in the undisbursed portion of construction loans, a $3.43 million decrease in commercial business loans and a $2.17 million decrease in commercial real estate loans. These decreases were partially offset by a $7.32 million increase in one- to four-family loans, a $1.55 million increase in construction loans and smaller increases in several other loan categories.

Loan Portfolio
($ in thousands)

	December 31, 2024					September 30, 2024						December 31, 2023
	Amount			Percent		Amount			Percent			Amount			Percent
Mortgage loans:
One- to four-family (a)	$	306,443		20	%	$	299,123		20		%	$	263,122		18	%
Multi-family		177,861		12			177,350		11				147,321		10
Commercial		597,054		39			599,219		40				579,038		40
Construction – custom and
owner/builder		124,104		8			132,101			9			134,878		9
Construction – speculative one-to four-family		8,887		1			11,495		1				17,609		1
Construction – commercial		22,841		2			29,463		2				36,702		3
Construction – multi-family		48,940		3			28,401		2				57,019		4
Construction – land
development		15,977		1			17,741		1				18,878		1
Land		30,538		2			29,366		2				28,697		2
Total mortgage loans		1,332,645		88			1,324,259		88				1,283,264		88

Consumer loans:
Home equity and second
mortgage		48,851		3			47,913		3				39,403		3
Other		2,889		—			3,129		—				2,926		—
Total consumer loans		51,740		3			51,042		3				42,329		3

Commercial loans:
Commercial business loans		135,312		9			138,743		9				136,942		9
SBA PPP loans		204		—			260		—				423		—
Total commercial loans		135,516		9			139,003		9				137,365		9
Total loans		1,519,901		100	%		1,514,304		100		%		1,462,958		100	%
Less:
Undisbursed portion of
construction loans in
process		(85,350	)				(69,878	)					(104,683	)
Deferred loan origination
fees		(5,444	)				(5,425	)					(5,337	)
Allowance for credit losses		(17,288	)				(17,478	)					(16,655	)
Total loans receivable, net	$	1,411,819				$	1,421,523					$	1,336,283

_______________________
(a) Does not include one- to four-family loans held for sale totaling $411, $0, and $1,425 at December 31, 2024, September 30, 2024, and December 31, 2023, respectively.

The following table provides a breakdown of commercial real estate (“CRE”) mortgage loans by collateral type as of December 31, 2024:

CRE Loan Portfolio Breakdown by Collateral
($ in thousands)

Collateral Type	Balance		Percent of CRE Portfolio		Percent of Total Loan Portfolio		Average Balance Per Loan		Non- Accrual
Industrial warehouse	$	126,435	21	%	8	%	$	1,228	$	195
Medical/dental offices		84,786	14		6			1,265		—
Office buildings		67,600	11		4			768		—
Other retail buildings		52,313	9		3			545		—
Mini-storage		33,773	6		2			1,351		—
Hotel/motel		32,367	5		2			2,697		—
Restaurants		27,977	5		2			560		273
Gas stations/conv. stores		24,881	4		2			1,037		—
Churches		15,874	3		1			934		—
Nursing homes		13,745	2		1			1,964		—
Mobile home parks		10,694	2		1			465		—
Shopping centers		10,648	2		1			1,774		—
Additional CRE		95,961	16		6			706		230
Total CRE	$	597,054	100	%	39	%	$	913	$	698

Timberland originated $72.07 million in loans during the quarter ended December 31, 2024, compared to $48.82 million for the preceding quarter and $88.93 million for the comparable quarter one year ago. Timberland continues to originate fixed-rate one- to four-family mortgage loans, a portion of which are sold into the secondary market for asset-liability management purposes and to generate non-interest income. During the current quarter, fixed-rate one- to four-family mortgage loans totaling $2.31 million were sold compared to $5.62 million for the preceding quarter and $3.80 million for the comparable quarter one year ago.

Investment Securities

Timberland’s investment securities and CDs held for investment decreased $13.93 million, or 5%, to $241.50 million at December 31, 2024, from $255.43 million at September 30, 2024. The decrease was primarily due to maturities of U.S. Treasury investment securities (classified as held to maturity) and scheduled amortization. Partially offsetting these decreases, was the purchase of additional U.S. government agency mortgage-backed investment securities and U.S. Treasury investment securities, all of which were classified as available for sale.

Deposits

Total deposits decreased $17.25 million, or 1%, during the quarter to $1.63 billion at December 31, 2024, from $1.65 billion at September 30, 2024. The quarter’s decrease consisted of a $15.51 million decrease in money market account balance, a $10.21 million decrease in non-interest bearing account balances, and a $9.92 decrease NOW checking account balances. These decreases were partially offset by a $17.53 million increase in certificate of deposit account balances and an $852,000 increase in savings account balances.

Deposit Breakdown ($ in thousands)
	December 31, 2024					September 30, 2024						December 31, 2023
	Amount		Percent			Amount		Percent				Amount			Percent
Non-interest-bearing demand	$	402,911	25		%	$	413,116	25		%		$	433,065		27		%
NOW checking		323,412	20			333,329		20					389,463		24
Savings		206,845	13			205,993		13					215,948		13
Money market		311,413	19			326,922		20					269,686		17
Certificates of deposit under $250		212,764	13			205,970		12					181,762		11
Certificates of deposit $250 and over		122,997	7			113,579		7					96,145		6
Certificates of deposit – brokered		50,074	3			48,759		3					41,000		2
Total deposits	$	1,630,416		100	%	$	1,647,668	100	%		$			1,627,069	100	%

Borrowings

Total borrowings were $20.00 million at both December 31, 2024 and September 30, 2024. At December 31, 2024, the weighted average rate on the borrowings was 3.97%.

Shareholders’ Equity and Capital Ratios

Total shareholders’ equity increased $3.79 million, or 2%, to $249.20 million at December 31, 2024, from $245.41 million at September 30, 2024, and increased $11.83 million, or 5%, from $237.37 million at December 31, 2023. The quarter’s increase in shareholders’ equity was primarily due to net income of $6.86 million, which was partially offset by the payment of $1.99 million in dividends to shareholders, an $812,000 change in the accumulated other comprehensive income (loss) category for fair value adjustments on available for sale investment securities, and the repurchase of 27,260 shares of common stock for $883,000 (an average price of $32.38 per share). There were 127,906 shares available to be repurchased in accordance with the terms of its existing stock repurchase plan at December 31, 2024.

Timberland remains well capitalized with a total risk-based capital ratio of 19.95%, a Tier 1 leverage capital ratio of 12.32%, a tangible common equity to tangible assets ratio (non-GAAP) of 12.34%, and a shareholders’ equity to total assets ratio of 13.05% at September 30, 2024. Timberland’s held to maturity investment securities were $156.11 million at December 31, 2024, with a net unrealized loss of $8.44 million (pre-tax). Although not permitted by U.S. Generally Accepted Accounting Principles (“GAAP”), including these unrealized losses in accumulated other comprehensive income (loss) (“AOCI”) would result in a ratio of shareholders’ equity to total assets of 12.75%, compared to 13.05%, as reported.

Asset Quality

Timberland’s non-performing assets to total assets ratio improved to 0.16% at December 31, 2024, compared to 0.20% at September 30, 2024 and 0.18% at December 31, 2023. Net charge-offs totaled $242,000 for the current quarter compared to net charge-offs of $12,000 for the preceding quarter and net charge-offs of $2,000 for the comparable quarter one year ago. During the current quarter, provisions for credit losses of $52,000 on loans were made, which was partially offset by a $20,000 recapture of credit losses on unfunded commitments and a $5,000 recapture of credit losses on investment securities. The allowance for credit losses (“ACL”) for loans as a percentage of loans receivable was 1.21% at December 31, 2024, compared to 1.21% at September 30, 2024 and 1.23% one year ago.

Total delinquent loans (past due 30 days or more) and non-accrual loans decreased $458,000 or 10%, to $4.02 million at December 31, 2024, from $4.49 million at September 30, 2024. Non-accrual loans decreased $1.15 million, or 30%, to $2.73 million at December 31, 2024 from $3.89 million at September 30, 2024. The quarterly decrease in non-accrual loans was primarily due to decreases in commercial business loans and commercial real estate loans on non-accrual status.

Non-Accrual Loans
($ in thousands)

	December 31, 2024			September 30, 2024			December 31, 2023
	Amount		Quantity	Amount		Quantity	Amount		Quantity
Mortgage loans:
One- to four-family	$	47	1	$	49	1	$	602	4
Commercial		698	5		1,158	6		683	2
Construction – custom and
owner/builder		—	—		—	—		150	1
Total mortgage loans		745	6		1,207	7		1,435	7

Consumer loans:
Home equity and second
mortgage		587	3		618	3		171	1
Other		—	—		—	—		—	—
Total consumer loans		587	3		618	3		171	1

Commercial business loans		1,401	11		2,060	8		1,760	6
Total loans	$	2,733	20	$	3,885	18	$	3,366	14

Timberland had two properties classified as other real estate owned (“OREO”) at December 31, 2024:

	December 31, 2024			September 30, 2024			December 31, 2023
	Amount		Quantity	Amount		Quantity	Amount		Quantity
Other real estate owned:
Commercial	$	221	1	$	—	—	$	—	—
Land		—	1		—	1		—	1
Total mortgage loans	$	221	2	$	—	1	$	—	1

About Timberland Bancorp, Inc.
Timberland Bancorp, Inc., a Washington corporation, is the holding company for Timberland Bank. The Bank opened for business in 1915 and primarily serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 23 branches (including its main office in Hoquiam).

Disclaimer

Certain matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about future economic performance. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession or slowed economic growth; continuing elevated levels of inflation and the impact of current and future monetary policies of the Board of Governors of the Federal Reserve System (“Federal Reserve”) in response thereto; the effects of any federal government shutdown; credit risks of lending activities, including any deterioration in the housing and commercial real estate markets which may lead to increased losses and non-performing loans in our loan portfolio resulting in our ACL not being adequate to cover actual losses and thus requiring us to materially increase our ACL through the provision for credit losses; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long-term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; results of examinations of us by the Federal Reserve and of our bank subsidiary by the Federal Deposit Insurance Corporation (“FDIC”), the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, institute a formal or informal enforcement action against us or our bank subsidiary which could require us to increase our ACL, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits or impose additional requirements or restrictions on us, any of which could adversely affect our liquidity and earnings; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; legislative or regulatory changes that adversely affect our business including changes in banking, securities and tax law, in regulatory policies and principles, or the interpretation of regulatory capital or other rules; our ability to attract and retain deposits; our ability to control operating costs and expenses; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans in our consolidated balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our business strategies; our ability to manage loan delinquency rates; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; our ability to pay dividends on our common stock; the quality and composition of our securities portfolio and the impact if any adverse changes in the securities markets, including on market liquidity; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board (“FASB”), including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; the economic impact of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, civil unrest and other external events on our business; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and other risks described elsewhere in this press release and in the Company’s other reports filed with or furnished to the Securities and Exchange Commission.

Any of the forward-looking statements that we make in this press release and in the other public statements we make are based upon management’s beliefs and assumptions at the time they are made. We do not undertake and specifically disclaim any obligation to publicly update or revise any forward-looking statements included in this press release to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this document might not occur and we caution readers not to place undue reliance on any forward-looking statements. These risks could cause our actual results for fiscal 2025 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect the Company’s consolidated financial condition and results of operations as well as its stock price performance.

TIMBERLAND BANCORP INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME		Three Months Ended
($ in thousands, except per share amounts) (unaudited)		Dec. 31,			Sept. 30,			Dec. 31,
		2024			2024			2023
	Interest and dividend income
	Loans receivable	$	21,032		$	20,589		$	18,395
	Investment securities		2,138			2,237			2,311
	Dividends from mutual funds, FHLB stock and other investments		86			95			91
	Interest bearing deposits in banks		2,001			2,114			1,699
	Total interest and dividend income		25,257			25,035			22,496

	Interest expense
	Deposits		8,084			8,277			6,143
	Borrowings		203			211			349
	Total interest expense		8,287			8,488			6,492
	Net interest income		16,970			16,547			16,004
	Provision for credit losses – loans		52			444			379
	Recapture of credit losses – investment securities		(5	)		(13	)		(10	)
	Prov. for (recapture of ) credit losses – unfunded commitments		(20	)		59			(33	)
	Net int. income after provision for (recapture of) credit losses		16,943			16,057			15,668

	Non-interest income
	Service charges on deposits		999			1,037			1,023
	ATM and debit card interchange transaction fees		1,267			1,293			1,264
	Gain on sales of loans, net		43			135			78
	Bank owned life insurance (“BOLI”) net earnings		167			175			156
	Recoveries on investment securities, net		3			3			5
	Other		218			289			272
	Total non-interest income, net		2,697			2,932			2,798

	Non-interest expense
	Salaries and employee benefits		6,092			5,867			5,911
	Premises and equipment		950			933			973
	Gain on sales/disposition of premises and equipment, net		—			1			—
	Advertising		181			205			186
	OREO and other repossessed assets, net		—			4			—
	ATM and debit card processing		521			588			615
	Postage and courier		121			137			126
	State and local taxes		346			343			319
	Professional fees		346			410			253
	FDIC insurance		210			209			210
	Loan administration and foreclosure		128			125			105
	Technology and communications		1,140			1,163			974
	Deposit operations		332			446			320
	Amortization of core deposit intangible (“CDI”)		45			57			56
	Other, net		655			574			576
	Total non-interest expense, net		11,067			11,062			10,624

	Income before income taxes		8,573			7,927			7,842
	Provision for income taxes		1,713			1,572			1,546
	Net income	$	6,860		$	6,355		$	6,296

	Net income per common share:
	Basic	$	0.86		$	0.80		$	0.78
	Diluted		0.86			0.79			0.77

	Weighted average common shares outstanding:
	Basic		7,958,275			7,954,112			8,114,209
	Diluted		7,999,504			7,995,024			8,166,048

TIMBERLAND BANCORP INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
($ in thousands, except per share amounts) (unaudited)		Dec. 31,			Sept. 30,			Dec. 31,
		2024			2024			2023
Assets
Cash and due from financial institutions		$	24,538		$	29,071		$	28,656
Interest-bearing deposits in banks			139,533			135,657			129,365
	Total cash and cash equivalents		164,071			164,728			158,021

Certificates of deposit (“CDs”) held for investment, at cost			7,470			10,209			12,449
Investment securities:
	Held to maturity, at amortized cost (net of ACL – investment securities)		156,105			172,097			266,085
	Available for sale, at fair value		77,080			72,257			40,446
Investments in equity securities, at fair value			840			866			848
FHLB stock			2,037			2,037			2,001
Other investments, at cost			3,000			3,000			3,000
Loans held for sale			411			—			1,425

Loans receivable			1,429,107			1,439,001			1,352,938
Less: ACL – loans			(17,288	)		(17,478	)		(16,655	)
	Net loans receivable		1,411,819			1,421,523			1,336,283

Premises and equipment, net			21,617			21,486			21,584
OREO and other repossessed assets, net			221			—			—
BOLI			23,777			23,611			23,122
Accrued interest receivable			7,095			6,990			6,731
Goodwill			15,131			15,131			15,131
CDI			406			451			621
Loan servicing rights, net			1,195			1,372			1,925
Operating lease right-of-use assets			1,400			1,475			1,698
Other assets			15,805			6,242			3,745
	Total assets	$	1,909,480		$	1,923,475		$	1,895,115

Liabilities and shareholders’ equity
Deposits: Non-interest-bearing demand		$	402,911		$	413,116		$	433,065
Deposits: Interest-bearing			1,227,505			1,234,552			1,194,004
	Total deposits		1,630,416			1,647,668			1,627,069

Operating lease liabilities			1,501			1,575			1,796
FHLB borrowings			20,000			20,000			20,000
Other liabilities and accrued expenses			8,364			8,819			8,881
	Total liabilities		1,660,281			1,678,062			1,657,746

Shareholders’ equity
Common stock, $.01 par value; 50,000,000 shares authorized; 7,954,673 shares issued and outstanding – December 31, 2024 7,960,127 shares issued and outstanding – September 30, 2024 8,120,708 shares issued and outstanding – December 31, 2023			29,593			29,862			34,869
Retained earnings			220,398			215,531			203,327
Accumulated other comprehensive income (loss)			(792	)		20			(827	)
	Total shareholders’ equity		249,199			245,413			237,369
	Total liabilities and shareholders’ equity	$	1,909,480		$	1,923,475		$	1,895,115

	Three Months Ended
PERFORMANCE RATIOS:		Dec. 31, 2024			Sept. 30, 2024			Dec. 31, 2023
Return on average assets (a)			1.41	%		1.32	%		1.36	%
Return on average equity (a)			11.03	%		10.43	%		10.75	%
Net interest margin (a)			3.64	%		3.58	%		3.60	%
Efficiency ratio			56.27	%		56.79	%		56.50	%

ASSET QUALITY RATIOS AND DATA:
Non-accrual loans		$	2,733		$	3,885		$	3,366
Loans past due 90 days and still accruing			—			—			—
Non-performing investment securities			45			51			85
OREO and other repossessed assets			221			—			—
Total non-performing assets (b)		$	2,999		$	3,936		$	3,451

Non-performing assets to total assets (b)			0.16	%		0.20	%		0.18	%
Net charge-offs during quarter		$	242		$	12		$	2
Allowance for credit losses – loans to non-accrual loans			633	%		450	%		495	%
Allowance for credit losses – loans to loans receivable (c)			1.21	%		1.21	%		1.23	%


CAPITAL RATIOS:
Tier 1 leverage capital			12.32	%		12.12	%		12.14	%
Tier 1 risk-based capital			18.69	%		18.14	%		18.22	%
Common equity Tier 1 risk-based capital			18.69	%		18.14	%		18.22	%
Total risk-based capital			19.95	%		19.39	%		19.50	%
Tangible common equity to tangible assets (non-GAAP)			12.34	%		12.05	%		11.79	%

BOOK VALUES:
Book value per common share		$	31.33		$	30.83		$	29.23
Tangible book value per common share (d)			29.37			28.87			27.29

________________________________________________

(a) Annualized
(b) Non-performing assets include non-accrual loans, loans past due 90 days and still accruing, non-performing investment securities and OREO and other repossessed assets.
(c) Does not include loans held for sale and is before the allowance for credit losses.
(d) Tangible common equity divided by common shares outstanding (non-GAAP).

AVERAGE BALANCES, YIELDS, AND RATES – QUARTERLY
($ in thousands)
(unaudited)

	For the Three Months Ended
	December 31, 2024					September 30, 2024						December 31, 2023
	Amount			Rate			Amount			Rate			Amount			Rate

Assets
Loans receivable and loans held for sale	$	1,438,144		5.80	%		$	1,428,125		5.74	%		$	1,332,971		5.52	%
Investment securities and FHLB stock (1)		247,236		3.57				254,567		3.64				317,164		3.03
Interest-earning deposits in banks and CDs		166,764		4.76				156,732		5.37				126,253		5.38
Total interest-earning assets		1,852,144		5.42				1,839,424		5.41				1,776,388		5.07
Other assets		75,534						80,940						81,612
Total assets	$	1,927,678					$	1,920,364					$	1,858,000

Liabilities and Shareholders’ Equity
NOW checking accounts	$	328,455		1.38	%		$	337,955		1.40	%		$	376,682		1.51	%
Money market accounts		324,424		3.42				321,151		3.62				224,939		2.34
Savings accounts		205,650		0.28				207,457		0.27				220,042		0.22
Certificates of deposit accounts		331,785		4.09				316,897		4.20				268,628		3.97
Brokered CDs		46,414		4.98				48,719		5.54				42,725		5.38
Total interest-bearing deposits		1,236,728		2.59				1,232,179		2.67				1,133,016		2.18
Borrowings		20,000		4.03				20,000		4.20				28,804		4.81
Total interest-bearing liabilities		1,256,728		2.62				1,252,179		2.70				1,161,820		2.22

Non-interest-bearing demand deposits		414,149						414,603						450,027
Other liabilities		10,146						11,151						11,878
Shareholders’ equity		246,655						242,431						234,275
Total liabilities and shareholders’ equity	$	1,927,678					$	1,920,364					$	1,858,000

Interest rate spread				2.80	%					2.71	%					2.85	%
Net interest margin (2)				3.64	%					3.58	%					3.60	%
Average interest-earning assets to
average interest-bearing liabilities		147.38	%					146.90	%					152.90	%

          _____________________________________
(1) Includes other investments
(2) Net interest margin = annualized net interest income /
     average interest-earning assets

Non-GAAP Financial Measures
In addition to results presented in accordance with GAAP, this press release contains certain non-GAAP financial measures. Timberland believes that certain non-GAAP financial measures provide investors with information useful in understanding the Company’s financial performance; however, readers of this report are urged to review these non-GAAP financial measures in conjunction with GAAP results as reported.

Financial measures that exclude intangible assets are non-GAAP measures. To provide investors with a broader understanding of capital adequacy, Timberland provides non-GAAP financial measures for tangible common equity, along with the GAAP measure. Tangible common equity is calculated as shareholders’ equity less goodwill and CDI. In addition, tangible assets equal total assets less goodwill and CDI.

The following table provides a reconciliation of ending shareholders’ equity (GAAP) to ending tangible shareholders’ equity (non-GAAP) and ending total assets (GAAP) to ending tangible assets (non-GAAP).

($ in thousands)	December 31, 2024			September 30, 2024			December 31, 2023

Shareholders’ equity	$	249,199		$	245,413		$	237,369
Less goodwill and CDI		(15,537	)		(15,582	)		(15,752	)
Tangible common equity	$	233,662		$	229,831		$	221,617

Total assets	$	1,909,480		$	1,923,475		$	1,895,115
Less goodwill and CDI		(15,537	)		(15,582	)		(15,752	)
Tangible assets	$	1,893,943		$	1,907,893		$	1,879,363

The MIL Network –

January 28, 2025

MIL-OSI: Aimfinity Investment Corp. I Announces Extension of the Deadline for an Initial Business Combination to February 28, 2025

Source: GlobeNewswire (MIL-OSI)

Wilmington, Delaware, Jan. 27, 2025 (GLOBE NEWSWIRE) — Aimfinity Investment Corp. I (the “Company” or “AIMA”) (Nasdaq: AIMAU), a special purpose acquisition company incorporated as a Cayman Islands exempted company, today announced that, in order to extend the date by which the Company mush complete its initial business combination from January 28, 2025 to February 28, 2025, on January 27, 2025, I-Fa Chang, manager of the sponsor of the Company, has deposited into its trust account (the “Trust Account”) an aggregate of $55,823.8, or for $0.05 per Class A ordinary share held by public shareholders (the “Monthly Extension Payment”).

Pursuant to the Company’s fourth amended & restated memorandum and articles of association (“Current Charter”), effectively January 9, 2025, the Company may extend on a monthly basis from January 28, 2025 until October 28, 2025 or such an earlier date as may be determined by its board to complete a business combination by depositing the Monthly Extension Payment for each month into the Trust Account. This is the first of nine monthly extensions sought under the Current Charter of the Company.

About Aimfinity Investment Corp. I

Aimfinity Investment Corp. I is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company has not selected any business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with it. While the Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company, it will not complete its initial business combination with a target that is headquartered in China (including Hong Kong and Macau) or conducts a majority of its business in China (including Hong Kong and Macau).

Additional Information and Where to Find It

As previously disclosed, on October 13, 2023, the Company entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between the Company, Docter Inc., a Delaware corporation (the “Company”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly-owned subsidiary of Parent (“Purchaser”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), pursuant to which the Company is proposing to enter into a business combination with Docter involving an reincorporation merger and an acquisition merger. This press release does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. AIMA’s stockholders and other interested persons are advised to read, when available, the proxy statement/prospectus and the amendments thereto and other documents filed in connection with the proposed business combination, as these materials will contain important information about AIMA, Purchaser or Docter, and the proposed business combination. When available, the proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to stockholders of AIMA as of a record date to be established for voting on the proposed business combination. Such stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the Securities and Exchange Commission (the “SEC”), without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to AIMA’s principal office at 221 W 9th St, PMB 235 Wilmington, Delaware 19801.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions described herein, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the pending business combination, including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals; (ii) risks related to the ability of AIMA and Docter to successfully integrate the businesses; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of AIMA or Docter; (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (vi) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of AIMA’s securities; (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Docter to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (viii): risks relating to the medical device industry, including but not limited to governmental regulatory and enforcement changes, market competitions, competitive product and pricing activity; and (ix) risks relating to the combined company’s ability to enhance its products and services, execute its business strategy, expand its customer base and maintain stable relationship with its business partners.

A further list and description of risks and uncertainties can be found in the prospectus filed on April 26, 2022 relating to AIMA’s initial public offering, the annual report of AIMA on Form 10-K for the fiscal year ended on December 31, 2022, filed on April 17, 2023, and in the Registration Statement/proxy statement that will be filed with the SEC by AIMA and/or its affiliates in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Aimfinity, Docter, and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

No Offer or Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of any potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of AIMA, Purchaser or Docter, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Participants in the Solicitation

AIMA, Docter, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of AIMA’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of AIMA’s shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus on Form F-4 to be filed with the SEC.

Contact Information:

Aimfinity Investment Corp. I
I-Fa Chang
Chief Executive Officer
221 W 9th St, PMB 235
Wilmington, Delaware 19801
ceo@aimfinityspac.com

The MIL Network –

January 28, 2025

MIL-OSI: Brown & Brown, Inc. announces fourth quarter 2024 results, including total revenues of $1.2 billion, an increase of 15.4%; Organic Revenue growth of 13.8%; diluted net income per share of $0.73; and Diluted Net Income Per Share – Adjusted of $0.86

Source: GlobeNewswire (MIL-OSI)

DAYTONA BEACH, Fla., Jan. 27, 2025 (GLOBE NEWSWIRE) — Brown & Brown, Inc. (NYSE:BRO) (the “Company”) announced its unaudited financial results for the fourth quarter and full year of 2024.

Revenues for the fourth quarter of 2024 under U.S. generally accepted accounting principles (“GAAP”) were $1.2 billion, increasing $158 million, or 15.4%, compared to the fourth quarter of the prior year, with commissions and fees increasing by 15.4% and Organic Revenue increasing by 13.8%. Income before income taxes was $275 million, decreasing 22.8% from the fourth quarter of the prior year with Income Before Income Taxes Margin decreasing to 23.2% from 34.7% as a result of a gain on disposal of certain third-party claims administration and adjusting services businesses sold in the fourth quarter of 2023. EBITDAC – Adjusted was $390 million, increasing 22.6% from the fourth quarter of the prior year with EBITDAC Margin – Adjusted increasing to 32.9% from 31.0%. Net income attributable to the Company was $210 million, decreasing $59 million, or 21.9%, and diluted net income per share decreased to $0.73, or 22.3%, with Diluted Net Income Per Share – Adjusted increasing to $0.86, or 24.6%, each as compared to the fourth quarter of the prior year.

Revenues for the twelve months ended December 31, 2024 under GAAP were $4.8 billion, increasing $548 million, or 12.9%, as compared to 2023, with commissions and fees increasing by 12.1%, and Organic Revenue increasing by 10.4%. Income before income taxes was $1.3 billion, increasing 13.7% with Income Before Income Taxes Margin increasing to 27.1% from 26.9% as compared to 2023. EBITDAC – Adjusted was $1.7 billion, which was an increase of 17.0% and EBITDAC Margin – Adjusted increased to 35.2% from 33.9% as compared to 2023. Net income attributable to the Company was $1.0 billion, increasing $122 million, or 14.0%, with diluted net income per share increasing to $3.46, or 13.4%, and Diluted Net Income Per Share – Adjusted increasing to $3.84, or 18.2%, each as compared to 2023.

J. Powell Brown, president and chief executive officer of the Company, noted, “The fourth quarter was outstanding. We are extremely pleased with our 10.4% Organic Revenue growth for 2024. These results were only possible through the incredible efforts of our 17,000+ teammates.”

Reconciliation of Commissions and Fees
to Organic Revenue
(in millions, unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2024			2023			2024			2023
Commissions and fees	$	1,161		$	1,006		$	4,705		$	4,199
Profit-sharing contingent commissions		(57	)		(42	)		(166	)		(130	)
Core commissions and fees	$	1,104		$	964		$	4,539		$	4,069
Acquisitions		(26	)					(146	)
Dispositions					(20	)					(101	)
Foreign Currency Translation					3						10
Organic Revenue	$	1,078		$	947		$	4,393		$	3,978
Organic Revenue growth	$	131					$	415
Organic Revenue growth %		13.8	%					10.4	%

See information regarding non-GAAP measures presented later in this press release.

Reconciliation of Diluted Net Income Per Share to
Diluted Net Income Per Share – Adjusted
(unaudited)

	Three Months Ended December 31,						Change						Twelve Months Ended December 31,						Change
	2024			2023			$			%			2024			2023			$			%
Diluted net income per share	$	0.73		$	0.94		$	(0.21	)		(22.3	%)	$	3.46		$	3.05		$	0.41			13.4	%
Change in estimated acquisition earn-out payables		0.02			(0.02	)		0.04						—			0.06			(0.06	)
(Gain)/loss on disposal ⁽¹⁾		(0.02	)		(0.35	)		0.33						(0.09	)		(0.37	)		0.28
Acquisition/Integration Costs		—			0.01			(0.01	)					—			0.04			(0.04	)
Amortization		0.13			0.11			0.02						0.47			0.44			0.03
1Q23 Nonrecurring Cost		—			—			—						—			0.03			(0.03	)
Diluted Net Income Per Share – Adjusted	$	0.86		$	0.69		$	0.17			24.6	%	$	3.84		$	3.25		$	0.59			18.2	%

(1) Includes the gain on disposal of $0.35 associated with the sale of certain third-party claims administration and adjusting services businesses sold in the fourth quarter of 2023.

See information regarding non-GAAP measures presented later in this press release.

Reconciliation of Income Before Income Taxes to EBITDAC and
EBITDAC – Adjusted and Income Before Income Taxes Margin⁽¹⁾ to
EBITDAC Margin and EBITDAC Margin – Adjusted
(in millions, unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2024			2023			2024			2023
Total revenues	$	1,184		$	1,026		$	4,805		$	4,257
Income before income taxes	$	275		$	356		$	1,303		$	1,146
Income Before Income Taxes Margin ⁽¹⁾		23.2	%		34.7	%		27.1	%		26.9	%
Amortization		48			43			178			166
Depreciation		11			10			44			40
Interest		46			47			193			190
Change in estimated acquisition earn-out payables		11			(9	)		2			21
EBITDAC	$	391		$	447		$	1,720		$	1,563
EBITDAC Margin		33.0	%		43.6	%		35.8	%		36.7	%
(Gain)/loss on disposal ⁽²⁾		(1	)		(134	)		(31	)		(143	)
Acquisition/Integration Costs		—			5			—			13
1Q23 Nonrecurring Cost					—						11
EBITDAC – Adjusted	$	390		$	318		$	1,689		$	1,444
EBITDAC Margin – Adjusted		32.9	%		31.0	%		35.2	%		33.9	%

(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.

(2) Includes the gain on disposal of $134.6 million associated with the sale of certain third-party claims administration and adjusting services businesses sold in the fourth quarter of 2023.

See information regarding non-GAAP measures presented later in this press release.

Brown & Brown, Inc.
Consolidated Statements of Income
(in millions, except per share data; unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2024			2023			2024			2023
REVENUES
Commissions and fees	$	1,161		$	1,006		$	4,705		$	4,199
Investment income		22			18			93			52
Other income, net		1			2			7			6
Total revenues		1,184			1,026			4,805			4,257
EXPENSES
Employee compensation and benefits		582			554			2,406			2,187
Other operating expenses		212			159			710			650
Gain on disposal		(1	)		(134	)		(31	)		(143	)
Amortization		48			43			178			166
Depreciation		11			10			44			40
Interest		46			47			193			190
Change in estimated acquisition earn-out payables		11			(9	)		2			21
Total expenses		909			670			3,502			3,111
Income before income taxes		275			356			1,303			1,146
Income taxes		63			87			301			275
Net income before non-controlling interests		212			269			1,002			871
Less: Net income attributable to non-controlling interests		2			—			9			—
Net income attributable to the Company	$	210		$	269		$	993		$	871
Net income per share:
Basic	$	0.73		$	0.94		$	3.48		$	3.07
Diluted	$	0.73		$	0.94		$	3.46		$	3.05
Weighted average number of shares outstanding:
Basic		283			280			282			280
Diluted		284			282			284			281

Brown & Brown, Inc.
Consolidated Balance Sheets
(in millions, except per share data, unaudited)

	December 31, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	675		$	700
Fiduciary cash		1,827			1,603
Short-term investments		10			11
Commission, fees, and other receivables		895			790
Fiduciary receivables		1,116			1,125
Reinsurance recoverable		1,527			125
Prepaid reinsurance premiums		520			462
Other current assets		354			314
Total current assets		6,924			5,130
Fixed assets, net		319			270
Operating lease assets		200			199
Goodwill		7,970			7,341
Amortizable intangible assets, net		1,814			1,621
Investments		19			21
Other assets		366			301
Total assets	$	17,612		$	14,883
LIABILITIES AND EQUITY
Current liabilities:
Fiduciary liabilities	$	2,943		$	2,727
Losses and loss adjustment reserve		1,543			131
Unearned premiums		577			462
Accounts payable		373			459
Accrued expenses and other liabilities		653			608
Current portion of long-term debt		225			569
Total current liabilities		6,314			4,956
Long-term debt less unamortized discount and debt issuance costs		3,599			3,227
Operating lease liabilities		189			179
Deferred income taxes, net		711			616
Other liabilities		362			326
Equity:
Common stock, par value $0.10 per share; authorized 560 shares; issued 306 shares and outstanding 286 shares at 2024, issued 304 shares and outstanding 285 shares at 2023, respectively		31			30
Additional paid-in capital		1,118			1,027
Treasury stock, at cost 20 shares at 2024 and 2023		(748	)		(748	)
Accumulated other comprehensive loss		(109	)		(19	)
Non-controlling interests		17			–
Retained earnings		6,128			5,289
Total equity		6,437			5,579
Total liabilities and equity	$	17,612		$	14,883

Brown & Brown, Inc.
Consolidated Statements of Cash Flows
(in millions, unaudited)

	Twelve Months Ended December 31,
	2024			2023
Cash flows from operating activities:
Net income before non-controlling interests	$	1,002		$	871
Adjustments to reconcile net income before non-controlling interests to net cash provided by operating activities:
Amortization		178			166
Depreciation		44			40
Non-cash stock-based compensation		101			89
Change in estimated acquisition earn-out payables		2			22
Deferred income taxes		13			12
Net gain on sales/disposals of investments, businesses, fixed assets and customer accounts		(29	)		(140	)
Payments on acquisition earn-outs in excess of original estimated payables		(37	)		(29	)
Other		5			5
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:
Commissions, fees and other receivables (increase)/decrease		(94	)		(106	)
Reinsurance recoverable (increase)/decrease		(1,402	)		706
Prepaid reinsurance premiums (increase)/decrease		(58	)		(68	)
Other assets (increase)/decrease		(98	)		(118	)
Losses and loss adjustment reserve increase/(decrease)		1,411			(710	)
Unearned premiums increase/(decrease)		115			50
Accounts payable increase/(decrease)		(47	)		260
Accrued expenses and other liabilities increase/(decrease)		35			43
Other liabilities increase/(decrease)		33			(83	)
Net cash provided by operating activities		1,174			1,010
Cash flows from investing activities:
Additions to fixed assets		(82	)		(69	)
Payments for businesses acquired, net of cash acquired		(890	)		(631	)
Proceeds from sales of businesses, fixed assets and customer accounts		70			107
Purchases of investments		(7	)		(7	)
Proceeds from sales of investments		11			13
Net cash used in investing activities		(898	)		(587	)
Cash flows from financing activities:
Fiduciary receivables and liabilities, net		191			189
Payments on acquisition earn-outs		(117	)		(90	)
Proceeds from long-term debt		599			—
Payments on long-term debt		(719	)		(251	)
Deferred debt issuance costs		(5	)		—
Borrowings on revolving credit facility		500			420
Payments on revolving credit facility		(350	)		(320	)
Issuances of common stock for employee stock benefit plans		44			40
Repurchase shares to fund tax withholdings for non-cash stock-based compensation		(55	)		(40	)
Cash dividends paid		(154	)		(135	)
Other financing activities		2			—
Net cash used in financing activities		(64	)		(187	)
Effect of foreign exchange rate changes in cash and cash equivalents inclusive of fiduciary cash		(13	)		34
Net increase in cash and cash equivalents inclusive of fiduciary cash		199			270
Cash and cash equivalents inclusive of fiduciary cash at beginning of period		2,303			2,033
Cash and cash equivalents inclusive of fiduciary cash at end of period	$	2,502		$	2,303

Conference call, webcast and slide presentation

A conference call to discuss the results of the fourth quarter and full year of 2024 will be held on Tuesday, January 28, 2025, at 8:00 AM (EST). The Company may refer to a slide presentation during its conference call. You can access the webcast and the slides from the “Investor Relations” section of the Company’s website at bbinsurance.com.

About Brown & Brown

Brown & Brown, Inc. (NYSE: BRO) is a leading insurance brokerage firm, delivering risk management solutions to individuals and businesses since 1939. With over 17,000 teammates and 500+ locations worldwide, we are committed to providing innovative strategies to help protect what our customers value most. For more information or to find an office near you, please visit bbinsurance.com.

Forward-looking statements

This press release may contain certain statements relating to future results which 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, which are intended to be covered by the safe harbors created by those laws. You can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and “continue” or similar words. We have based these statements on our current expectations about potential future events. Although we believe the expectations expressed in the forward-looking statements included in this press release are based upon reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. Many of these factors have previously been identified in filings or statements made by us or on our behalf. Important factors which could cause our actual results to differ, possibly materially from the forward-looking statements in this press release include but are not limited to the following items: the Company’s determination as it finalizes its financial results for the fourth quarter and full year 2024 that its financial results differ from the current preliminary unaudited numbers set forth herein; the inability to hire, retain and develop qualified employees, as well as the loss of any of our executive officers or other key employees; a cybersecurity attack or any other interruption in information technology and/or data security that may impact our operations or the operations of third parties that support us; acquisition-related risks that could negatively affect the success of our growth strategy, including the possibility that we may not be able to successfully identify suitable acquisition candidates, complete acquisitions, successfully integrate acquired businesses into our operations and expand into new markets; risks related to our international operations, which may result in additional risks or require more management time and expense than our domestic operations to achieve or maintain profitability; the requirement for additional resources and time to adequately respond to dynamics resulting from rapid technological change; the loss of or significant change to any of our insurance company relationships, which could result in loss of capacity to write business, additional expense, loss of market share or material decrease in our commissions; the effect of natural disasters on our profit-sharing contingent commissions, insurer capacity or claims expenses within our capitalized captive insurance facilities; adverse economic conditions, political conditions, outbreaks of war, disasters, or regulatory changes in states or countries where we have a concentration of our business; the inability to maintain our culture or a significant change in management, management philosophy or our business strategy; fluctuations in our commission revenue as a result of factors outside of our control; the effects of sustained inflation or higher interest rates; claims expense resulting from the limited underwriting risk associated with our participation in capitalized captive insurance facilities; risks associated with our automobile and recreational vehicle dealer services (“F&I”) businesses; changes in, or the termination of, certain programs administered by the U.S. federal government from which we derive revenues; the limitations of our system of disclosure and internal controls and procedures in preventing errors or fraud, or in informing management of all material information in a timely manner; the significant control certain shareholders have over the Company; changes in data privacy and protection laws and regulations or any failure to comply with such laws and regulations; improper disclosure of confidential information; our ability to comply with non-U.S. laws, regulations and policies; the potential adverse effect of certain actual or potential claims, regulatory actions or proceedings on our businesses, results of operations, financial condition or liquidity; uncertainty in our business practices and compensation arrangements with insurance carriers due to potential changes in regulations; regulatory changes that could reduce our profitability or growth by increasing compliance costs, technology compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and third-parties; increasing scrutiny and changing laws and expectations from regulators, investors and customers with respect to our environmental, social and governance practices and disclosure; a decrease in demand for liability insurance as a result of tort reform legislation; our failure to comply with any covenants contained in our debt agreements; the possibility that covenants in our debt agreements could prevent us from engaging in certain potentially beneficial activities; changes in the U.S.-based credit markets that might adversely affect our business, results of operations and financial condition; changes in current U.S. or global economic conditions, including an extended slowdown in the markets in which we operate; disintermediation within the insurance industry, including increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets; conditions that result in reduced insurer capacity; quarterly and annual variations in our commissions that result from the timing of policy renewals and the net effect of new and lost business production; intangible asset risk, including the possibility that our goodwill may become impaired in the future; future pandemics, epidemics or outbreaks of infectious diseases, and the resulting governmental and societal responses; other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission (“SEC”) filings; and other factors that the Company may not have currently identified or quantified. Assumptions as to any of the foregoing, and all statements, are not based upon historical fact, but rather reflect our current expectations concerning future results and events. Forward-looking statements that we make or that are made by others on our behalf are based upon a knowledge of our business and the environment in which we operate, but because of the factors listed above, among others, actual results may differ from those in the forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. We cannot assure you that the results or developments anticipated by us will be realized, or even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on these forward-looking statements. All forward-looking statements made herein are made only as of the date of this press release, and the Company does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware.

Non-GAAP supplemental financial information
This press release contains references to “non-GAAP financial measures” as defined in SEC Regulation G, consisting of Organic Revenue, EBITDAC, EBITDAC Margin, EBITDAC – Adjusted, EBITDAC Margin – Adjusted and Diluted Net Income Per Share – Adjusted. We present these measures because we believe such information is of interest to the investment community and because we believe it provides additional meaningful methods to evaluate the Company’s operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis due to the impact of certain items that have a high degree of variability, that we believe are not indicative of ongoing performance and that are not easily comparable from period to period. This non-GAAP financial information should be considered in addition to, not in lieu of, the Company’s consolidated income statements and balance sheets as of the relevant date. Consistent with Regulation G, a description of such information is provided below and a reconciliation of such items to GAAP information can be found within this press release as well as in our periodic filings with the SEC.

We view Organic Revenue and Organic Revenue growth as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our three segments, because it allows us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior year and that are expected to continue in the future. In addition, we believe Diluted Net Income Per Share – Adjusted provides a meaningful representation of our operating performance and improves the comparability of our results between periods by excluding the impact of the change in estimated acquisition earn-out payables, the impact of amortization of intangible assets and certain other non-recurring or infrequently occurring items. We also view EBITDAC, EBITDAC – Adjusted, EBITDAC Margin and EBITDAC Margin – Adjusted as important indicators when assessing and evaluating our performance, as they present more comparable measurements of our operating margins in a meaningful and consistent manner. As disclosed in our most recent proxy statement, we use Organic Revenue growth, Diluted Net Income Per Share – Adjusted and EBITDAC Margin – Adjusted as key performance metrics for our short-term and long-term incentive compensation plans for executive officers and other key employees.

Beginning January 1, 2024, we no longer exclude Foreign Currency Translation from the calculation of EBITDAC – Adjusted, EBITDAC Margin – Adjusted and Diluted Net Income Per Share – Adjusted. Prior periods are presented accordingly on the same basis so that the calculations of EBITDAC – Adjusted, EBITDAC Margin – Adjusted and Diluted Net Income Per Share – Adjusted are comparable for both periods. We no longer exclude Foreign Currency Translation from the calculation of these earnings measures because fluctuations in Foreign Currency Translation affect both our revenues and expenses, largely offsetting each other. Therefore, excluding Foreign Currency Translation from these earnings measures provides no meaningful incremental value in evaluating our financial performance.

Beginning January 1, 2024, amortization of intangible assets is excluded from the calculation of Diluted Net Income Per Share – Adjusted. Prior periods are presented accordingly on the same basis so that the calculation of Diluted Net Income Per Share – Adjusted is comparable for both periods. We exclude the impact of amortization of intangible assets from the calculation of Diluted Net Income Per Share – Adjusted because amortization of intangible assets is a non-cash expense that is not indicative of the performance of our business and provides no meaningful incremental value in evaluating our financial performance.

Non-GAAP Revenue Measures

Organic Revenue is our core commissions and fees less: (i) the core commissions and fees earned for the first 12 months by newly acquired operations; (ii) divested business (core commissions and fees generated from offices, books of business or niches sold or terminated during the comparable period); and (iii) Foreign Currency Translation (as defined below). The term “core commissions and fees” excludes profit-sharing contingent commissions and therefore represents the revenues earned directly from specific insurance policies sold and specific fee-based services rendered. Organic Revenue can be expressed as a dollar amount or a percentage rate when describing Organic Revenue growth.

Non-GAAP Earnings Measures

EBITDAC is defined as income before interest, income taxes, depreciation, amortization and the change in estimated acquisition earn-out payables.
EBITDAC Margin is defined as EBITDAC divided by total revenues.
EBITDAC – Adjusted is defined as EBITDAC, excluding (i) (gain)/loss on disposal, (ii) for 2023, Acquisition/Integration Costs (as defined below) and (iii) for 2023, the 1Q23 Nonrecurring Cost (as defined below).
EBITDAC Margin – Adjusted is defined as EBITDAC – Adjusted divided by total revenues.
Diluted Net Income Per Share – Adjusted is defined as diluted net income per share, excluding the after-tax impact of (i) the change in estimated acquisition earn-out payables, (ii) (gain)/loss on disposal, (iii) for 2023, Acquisition/Integration Costs (as defined below), (iv) for 2023, the 1Q23 Nonrecurring Cost (as defined below) and (v) amortization.

Definitions Related to Certain Components of Non-GAAP Measures

“Acquisition/Integration Costs” means the acquisition and integration costs (e.g., costs associated with regulatory filings, legal/accounting services, due diligence and the costs of integrating our information technology systems) arising out of our acquisitions of GRP (Jersey) Holdco Limited and its business, Orchid Underwriters Agency and CrossCover Insurance Services, and BdB Limited companies, which are not considered to be normal, recurring or part of the ongoing operations.
“Foreign Currency Translation” means the period-over-period impact of foreign currency translation, which is calculated by applying current-year foreign exchange rates to the various functional currencies in our business to our reporting currency of US dollars for the same period in the prior year.
“1Q23 Nonrecurring Cost” means approximately $11.0 million expensed and substantially paid in the first quarter of 2023 to resolve a business matter, which is not considered to be normal, recurring or part of the ongoing operations.
“(Gain)/loss on disposal,” a caption on our consolidated statements of income which reflects net proceeds received as compared to net book value related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure.

Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments and, therefore comparability may be limited. This supplemental non-GAAP financial information should be considered in addition to, and not in lieu of, the Company’s condensed consolidated financial statements.

For more information:

R. Andrew Watts
Chief Financial Officer
(386) 239-5770

The MIL Network –

January 28, 2025

MIL-OSI Submissions: Australia Economy – WA tops economic leaderboard as Queensland rises up the ranks: CommSec State of the States – CBA

Source: Commonwealth Bank of Australia (CBA)

WA leads on five of eight economic indicators as Australian state economies remain resilient in the face of higher interest rates and inflation pressures.

Western Australia has held off a fast-finishing Queensland to claim top spot as the country’s best performing economy for the second quarter in a row in the latest CommSec State of the States report.

Now in its 16th year, the State of the States report determines which state or territory economy is performing best, by tracking eight key economic indicators and comparing the latest data with decade averages (or the “normal”).

Western Australia led the national performance rankings for the second time in a decade, ranked first on five of the eight economic indicators.

In a closely fought contest, Queensland moved up from third spot, joining South Australia in second spot. Victoria remains in fourth place, with Tasmania steady in fifth place.

NSW leapfrogged the ACT into sixth from seventh place, with the nation’s capital slipping back to seventh. The Northern Territory remains in eighth spot.

“Overall, economies have slowed in response to higher interest rates and inflation, however Australian states and territories are proving resilient due to a strong job market and solid population growth. As consumers respond to higher borrowing costs and price pressures, the future path will depend on whether the job market can hold up as well as the trajectory of interest rates over the coming months,” Chief CommSec Economist Ryan Felsman said

“Western Australia’s performance across a number of indicators, namely retail spending, unemployment, population growth, housing finance and dwelling starts powered the state to the top of our economic leaderboard for the second quarter in a row. Queensland however is nipping at WA’s heels, having shot up to equal second place alongside South Australia, with solid results across the eight economic indicators and strong economic momentum. As expected, the interest-rate sensitive south-eastern states remained in a tight cluster mid-table.”

Additional state and territory highlights include:

Western Australia ranks first on retail spending, relative unemployment, relative population growth, housing finance and dwelling starts.
Queensland is now equal second, up from third place, with solid results across the board. South Australia, now joint second, ranks first on economic growth.
Victoria remains in fourth place – leading on construction work done – and is in fourth spot on two indicators.
Tasmania is steady in fifth spot — ranking second on equipment spending — but is held back by lower rankings on other indicators.
NSW moves up to sixth from seventh position and now ranks fifth on four indicators. The ACT has slipped back to seventh — in that position on four indicators.
The Northern Territory remains in last place. But the “Top End” has performed better over the past 12 months, ranking first for retail spending and equipment investment when annual growth rates are considered.

Annual growth rates

The State of the States report also compares the annual growth rates of the eight major indicators, enabling comparisons in terms of more recent economic momentum. This quarter’s report showed:

Resources-focused Queensland and Western Australia both have the strongest annual economic momentum, and Queensland is now in first spot with Western Australia slipping to second.
There is little to separate the states with Queensland ranked first or second on five out of the eight key economic indicators. Western Australia is top ranked on three indicators.
The biggest mover is Victoria, which has jumped to third from seventh place in a sign of improvement in underlying economic activity.
South Australia has ascended to fourth from sixth place.
The Northern Territory has eased back to fifth from third spot. The ACT and NSW are now in joint sixth position, ahead of Tasmania in eighth spot – all held back by higher borrowing costs and slower population growth.

About the CommSec State of the States Report

The January 2025 edition of the State of the States report uses the most recent economic data available. While population growth data relates to the June quarter of 2024, other data – such as unemployment – is much timelier, covering the month of December 2024, with housing finance figures focusing on the month of September 2024.

CommSec, the digital broking arm of Australia’s largest bank, assesses the performance of each state and territory on a quarterly basis using eight key indicators. Those indicators include economic growth, retail spending, equipment investment, unemployment, construction work done, population growth, housing finance, and dwelling commencements.

Just as the Reserve Bank of Australia (RBA) uses long-term averages to determine the level of “normal” interest rates, CommSec compares the key indicators to decade averages; that is, against “normal” performance.

CommSec also compares annual growth rates for eight key indicators for all states and territories, in addition to Australia as a whole, enabling a comparison of economic momentum.

MIL OSI – Submitted News –

January 28, 2025

MIL-OSI Security: Two Lancaster Men Sentenced On Money Laundering Offenses

Source: Office of United States Attorneys

HARRISBURG – The United States Attorney’s Office for the Middle District of Pennsylvania announced that Christopher Lopez, age 41, and Michael Torres, age 43, both of Lancaster, Pennsylvania, were sentenced on January 23, 2025, by United States District Court Judge Jennifer P. Wilson on money laundering charges. Lopez received a sentence of one year and one day in prison and Torres was sentenced to six months in prison. Both defendants were ordered to serve one year on supervised release following completion of their prison terms.

According to Acting United States Attorney John C. Gurganus, Lopez owned C&D Motorsports, a car dealership located in Lancaster, where Torres was employed as a salesperson. Agents with the Internal Revenue Service, Criminal Investigation (IRS-CI) began investigating C&D Motorsports and Lopez in 2019 after receiving reports that C&D Motorsports catered to known drug traffickers who were known to have purchased vehicles from the dealership, and that the dealership had not been filing currency transaction reports for cash sales in excess of $10,000, as required by federal law.

IRS-CI conducted an undercover operation during which agents purported to be a drug trafficker and his girlfriend. The undercover agents met with Torres and Lopez at C&D Motorsports on October 16, 2019, and discussed purchasing a vehicle using cash from drug trafficking and ensuring that the vehicle would be put in the girlfriend’s name and that the drug trafficker’s name would be omitted from paperwork filed in connection with the sale. On December 11, 2019, the undercover agents returned to C&D Motorsports to meet with both Torres and Lopez to complete a cash purchase of a vehicle, which Lopez and Torres caused to be titled in a third party’s name. A federal grand jury returned an indictment in February 2022, charging Lopez and Torres with conspiring to commit money laundering involving proceeds represented to have been from drug trafficking.

Following a four-day trial in February 2024, a jury found both Lopez and Torres guilty of conspiring together to accept more than $33,000 in cash proceeds that were represented to be from the sale of cocaine, and to conceal the nature, source, ownership, and control of those proceeds by having the vehicle titled in a third party’s name.

“IRS Criminal Investigation is committed to unraveling complex financial transactions and money laundering schemes where individuals attempt to conceal the true source of their money,” stated Amy MacNeely, Acting Special Agent in Charge, IRS-Criminal Investigation, Philadelphia Field Office.

This prosecution is part of an Organized Crime Drug Enforcement Task Forces (OCDETF) investigation. OCDETF identifies, disrupts, and dismantles the highest-level drug traffickers, money launderers, gangs, and transnational criminal organizations that threaten the United States by using a prosecutor-led, intelligence-driven, multi-agency approach that leverages the strengths of federal, state, and local law enforcement agencies against criminal networks.

The case was investigated by the IRS Criminal Investigation and the Drug Enforcement Administration. Assistant U.S. Attorneys Christian Haugsby and Joseph Terz prosecuted the case.

# # #

MIL Security OSI –

January 28, 2025

MIL-OSI: Talen Energy, Other Parties Reach Reliability Must Run Settlement Agreement for Brandon Shores and H.A. Wagner Power Plants

Source: GlobeNewswire (MIL-OSI)

HOUSTON, Jan. 27, 2025 (GLOBE NEWSWIRE) — Talen Energy Corporation (“Talen”) (NASDAQ: TLN) announced today that it, PJM Interconnection, L.L.C. (“PJM”), and a broad coalition of the Maryland Public Service Commission, Maryland customers, electric utilities, and Sierra Club have agreed on the terms by which Talen will operate its Brandon Shores and H.A. Wagner power plants until May 31, 2029, beyond their scheduled May 31, 2025 retirement dates. The agreement, colloquially called a “reliability-must-run” or “RMR” agreement, is intended to provide the power necessary to maintain grid and transmission reliability in and around the City of Baltimore until necessary transmission upgrades to provide reliable power to the area from other sources are complete.

The settlement, which must be approved by FERC and may be contested by the PJM Independent Market Monitor, will provide fixed payments to Talen at $312/MW-day ($145 million annually) and $137/MW-day ($35 million annually) to operate Brandon Shores and H.A. Wagner, respectively. These figures include a $5 million performance incentive for Brandon Shores and a $2.5 million performance incentive for H.A. Wagner. The settlement will separately reimburse Talen for fuel costs and variable operations and maintenance expenses.

Several recent FERC proceedings related to future PJM base residual capacity auction parameters include questions about how to treat RMR generation resources in the capacity markets. Under the terms of the settlement, Brandon Shores and H.A. Wagner will not be considered capacity resources and will not have separate capacity obligations or be subject to capacity performance penalties. The settling parties have, however, agreed that PJM will consider the Brandon Shores and H.A. Wagner plants to be part of the capacity market supply stack. The “offer” price for the plants in upcoming auctions will depend on the outcome of PJM’s pending Section 205 proceeding, which proposes to include RMR resources administratively in supply as price-takers.

“This RMR agreement is an important milestone in the collective efforts of PJM, Talen, the Maryland Public Service Commission, and other representatives of Maryland consumers to ensure the reliable supply of electricity to the people of Baltimore and its surrounding area,” said Mac McFarland, President and Chief Executive Officer of Talen. “Talen is pleased to do its part to help provide critical infrastructure with an RMR structure that simultaneously creates reliable electricity in Baltimore and protects Maryland consumer rates.”

About Talen

Talen Energy (NASDAQ: TLN) is a leading independent power producer and energy infrastructure company dedicated to powering the future. We own and operate approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet. We produce and sell electricity, capacity, and ancillary services into wholesale U.S. power markets, with our generation fleet principally located in the Mid-Atlantic and Montana. Our team is committed to generating power safely and reliably, delivering the most value per megawatt produced and driving the energy transition. Talen is also powering the digital infrastructure revolution. We are well-positioned to capture this significant growth opportunity, as data centers serving artificial intelligence increasingly demand more reliable, clean power. Talen is headquartered in Houston, Texas. For more information, visit https://www.talenenergy.com/.

Investor Relations:
Ellen Liu
Senior Director, Investor Relations
InvestorRelations@talenenergy.com

Media:
Taryne Williams
Director, Corporate Communications
Taryne.Williams@talenenergy.com

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this communication, or incorporated by reference into this communication, are forward-looking statements. Throughout this communication, we have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasts,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or other forms of these words or similar words or expressions or the negative thereof, although not all forward-looking statements contain these terms. Forward-looking statements address future events and conditions concerning, among other things capital expenditures, earnings, litigation, regulatory matters, hedging, liquidity and capital resources and accounting matters. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this communication. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from expectations, and are subject to numerous factors that present considerable risks and uncertainties.

The MIL Network –

January 28, 2025

MIL-OSI: Capital Bancorp, Inc. Announces 4Q and Full Year 2024 Results; Successful Close of the IFH Acquisition; Robust Organic Loan and Deposit Growth; Diversified Business Model Drives Strong Performance

Source: GlobeNewswire (MIL-OSI)

Fourth Quarter 2024 Results

Net Income of $7.5 million, or $0.45 per share, and return on average assets of 0.96%
- Net Income of $15.5 million, or $0.92 per share, and return on average assets of 1.97% as adjusted to exclude the impact of merger-related expenses, initial Integrated Financial Holdings, Inc. (“IFH”) Allowance for Credit Losses (“ACL”) provision, and a non-recurring legacy IFH equity and debt investment write-down (non-GAAP)⁽¹⁾
Tangible Book Value Per Share⁽¹⁾ of $18.77, decreased 6.8%, or $1.36 as compared to $20.13 (3Q 2024), resulting from the acquisition of IFH and related purchase accounting impacts
Return on average equity of 8.50%, and return on average tangible common equity⁽¹⁾ of 9.47%
- Core return on average equity⁽¹⁾ of 17.68%, and core return on average tangible common equity⁽¹⁾ of 19.19%
Net Interest Income increased $6.0 million, or 15.6% (not annualized), from 3Q 2024
Net Interest Margin (“NIM”) decreased to 5.87% as compared to 6.41% (3Q 2024)
- Core NIM, as adjusted to exclude the impact of credit card loans (non-GAAP)⁽¹⁾ decreased to 4.05% as compared to 4.08% (3Q 2024)
- Net purchase accounting accretion of $0.7 million for 4Q 2024 accounted for 9 basis points of the reported 5.87% NIM and 10 basis points of the reported 4.05% core NIM, respectively
Fee Revenue (noninterest income) totaled $11.9 million, or 21.2% of total revenue for 4Q 2024
- Core Fee Revenue of $14.5 million, or 24.7% of total core revenue, increased $7.9 million from 3Q 2024, excluding a non-recurring equity and debt investment write-down of $2.6 million (non-GAAP)⁽¹⁾, primarily due to the acquisition of IFH
Gross Loan Growth in the quarter of $522.6 million includes $373.5 million from the acquisition of IFH, and $149.1 million from organic growth, or 28.2% annualized for 4Q 2024
- Commercial and industrial loans of $554.6 million, or 21.0% of total gross loans at December 31, 2024 increased $282.7 million from September 30, 2024
Total Deposit Growth in the quarter of $575.7 million includes $459.0 million from the acquisition of IFH, and $116.7 million from organic growth, or 21.2% annualized for 4Q 2024
- Noninterest bearing deposits increased $92.8 million, or 51.4% annualized from 3Q 2024
The ratio of allowance for credit losses to total loans equaled 1.85% at December 31, 2024 including 1.44% for the legacy Capital Bank portfolio, down 7 basis points from 3Q. The additional ACL coverage results from the initial $15.5 million impact from the acquisition of the IFH portfolio.
Cash Dividend of $0.10 per share declared by the Board of Directors

ROCKVILLE, Md., Jan. 27, 2025 (GLOBE NEWSWIRE) — Capital Bancorp, Inc. (the “Company”) (NASDAQ: CBNK), the holding company for Capital Bank, N.A. (the “Bank”), today reported net income of $7.5 million, or $0.45 per diluted share, for the fourth quarter 2024, compared to net income of $8.7 million, or $0.62 per diluted share, for the third quarter 2024, and $9.0 million, or $0.65 per diluted share, for the fourth quarter 2023. On October 1, 2024, the Company successfully completed its previously announced merger with IFH. Net income for the fourth quarter 2024 would have been $15.5 million, or $0.92 per diluted share if adjusted to exclude the impact of merger-related expenses, the initial IFH ACL provision, and a non-recurring equity and debt investment write down (non-GAAP)⁽¹⁾, compared to $9.2 million, or $0.66 per diluted share, for the third quarter 2024.

The Company also declared a cash dividend on its common stock of $0.10 per share. The dividend is payable on February 26, 2025 to shareholders of record on February 10, 2025.

“We are pleased to have successfully closed our acquisition of Integrated Financial Holdings, and we are now focused on merger integration and executing on the opportunities from our complementary lines of business,” said Ed Barry, CEO of the Company and the Bank. “We continue to benefit from our diversified business model which is driving growth across our platforms.”

“The really strong performance of the commercial bank during the quarter was highlighted by record loan growth, solid deposit growth, and stable core net interest margin. I am particularly pleased by the growth of our commercial and industrial loans,” said Steven J. Schwartz, Chairman of the Company. “This outstanding organic growth is expected to continue to be a major contributing factor in our overall earnings growth in 2025 and beyond. The acquisition of IFH, while creating a lot of noise in the financial results of the 4th quarter, provides us with a new line of business – loan servicing, processing, and packaging – and a significant expansion of our government-guaranteed lending platform.”

⁽¹⁾ Reconciliations of the non–U.S. generally accepted accounting principles (“GAAP”) measures are set forth in the Appendix at the end of this press release.

Acquisition of Integrated Financial Holdings, Inc.
On October 1, 2024, the Company successfully completed its previously announced merger with IFH. Pursuant to the terms of the Merger Agreement, each share of IFH’s common stock, par value $1.00 per share (“IFH Common Stock”) was converted into the right to receive (a) 1.115 shares of common stock of the Company, par value $0.01 per share (“Capital Common Stock”); and (b) $5.36 in cash per share of IFH Common Stock held immediately prior to the Effective Time, in addition to cash in lieu of fractional shares. In addition, each stock option granted by IFH to purchase shares of IFH Common Stock, whether vested or unvested, outstanding immediately prior to the Effective Time, was assumed by the Company and converted into an equivalent option to purchase Capital Common Stock, with the same terms and conditions as applied to the IFH stock option.

Total assets, including purchase accounting adjustments, of $559.4 million acquired in connection with the IFH acquisition included gross loans of $373.5 million, loans held for sale of $41.7 million and total deposits of $459.0 million at October 1, 2024.

During 2024, the Company incurred pre-tax merger-related expenses of $3.9 million, including expenses totaling $2.6 million for the fourth quarter 2024, generally consistent with modeled expectations.

The fourth quarter earnings were also impacted by pre-tax provision credit losses on acquired loans of $4.2 million (“Initial IFH ACL Provision”) along with a non-recurring $2.6 million write-down of a legacy IFH equity and debt investment in a start-up. The net remaining value of the equity and debt investment is $0.2 million at December 31, 2024.

The following table provides a reconciliation of the Company’s net income under GAAP to non-GAAP results excluding merger-related expenses, Initial IFH ACL Provision, and the non-recurring equity and debt write-down.

	Fourth Quarter 2024								Third Quarter 2024
(in thousands, except per share data)	Income Before Income Taxes		Income Tax Expense		Net Income		Diluted Earnings per Share		Income Before Income Taxes		Income Tax Expense(Benefit)			Net Income		Diluted Earnings per Share
GAAP Earnings	$	10,776	$	3,243	$	7,533	$	0.45	$	11,499	$	2,827		$	8,672	$	0.62
Add: Merger-Related Expenses		2,615		464		2,151				520		(37	)		557
Add: Non-recurring Equity and Debt Investment Write-Down		2,620		—		2,620				—		—			—
Add: Initial IFH ACL Provision		4,194		1,025		3,169				—		—			—
Non-GAAP Earnings	$	20,205	$	4,732	$	15,473	$	0.92	$	12,019	$	2,790		$	9,229	$	0.66

	Year Ended December 31, 2024
(in thousands, except per share data)	Income Before Income Taxes		Income Tax Expense		Net Income		Diluted Earnings per Share
GAAP Earnings	$	41,832	$	10,860	$	30,972	$	2.11
Add: Merger-Related Expenses		3,930		622		3,308
Add: Non-recurring Equity and Debt Investment Write-Down		2,620		—		2,620
Add: Initial IFH ACL Provision		4,194		1,025		3,169
Non-GAAP Earnings	$	52,576	$	12,507	$	40,069	$	2.73

^{Note: The tax benefit associated with merger-related expenses has been adjusted to reflect the estimated nondeductible portion of the expenses.}

Fourth Quarter 2024 Highlights

Earnings Summary

Net income of $7.5 million, or $0.45 per diluted share, decreased $1.1 million compared to $8.7 million, or $0.62 per diluted share, for the third quarter 2024. Net income of $15.5 million, or $0.92 per diluted share, as adjusted to exclude the impact of merger-related expenses, Initial IFH ACL Provision and a $2.6 million non-recurring equity and debt investment write-down (non-GAAP)⁽¹⁾ for the fourth quarter 2024 compared to $9.2 million, or $0.66 per diluted share, for the third quarter 2024.

Net interest income of $44.3 million increased $6.0 million, or 15.6%, compared to the third quarter 2024.
- Interest income of $61.7 million increased $9.1 million, or 17.3%, over the third quarter 2024, primarily from $7.9 million in portfolio loan interest income, as growth in average balances increased $539.3 million. Interest income from interest-bearing deposits held at other financial institutions increased $0.3 million, as average balances increased $49.1 million to $140.2 million. Interest income included $0.7 million from net purchase accounting amortization.
- Interest expense of $17.4 million increased $3.1 million, or 21.9% over the third quarter 2024 due to increases in time deposits and borrowed funds of $2.7 million and $0.6 million, respectively, offset by a decrease in customer money market deposits of $0.3 million. Average balances increased $367.8 million, $53.5 million and $65.3 million, respectively. Interest expense included $1.4 million from net purchase accounting accretion.
The provision for credit losses was $7.8 million, an increase of $4.1 million from the third quarter 2024, which included the Initial IFH ACL Provision of $4.2 million, $2.4 million from organic commercial portfolio loan growth and $1.2 million from OpenSky provision in the quarter. Net charge-offs totaled $2.4 million, a $0.2 million decrease over the third quarter 2024, including $2.1 million from credit card related loans. At December 31, 2024, the allowance for credit losses to total loans ratio was 1.85%, up 34 basis points from the ratio at September 30, 2024 due to the initial purchase credit deteriorated (“PCD”) credit mark and initial non-PCD ACL provision. Excluding IFH, legacy Capital Bank ACL coverage ratio was 1.44%, a decrease of 7 basis points from the third quarter 2024.

Earnings Summary (Continued)

Noninterest income of $11.9 million increased $5.3 million as compared to the third quarter 2024 primarily due to contributions from the IFH acquisition. Government loan servicing revenue (Windsor) totaled $4.0 million, government lending revenue totaled $2.3 million and loan servicing rights totaled $1.0 million, offset by a non-recurring equity and debt write-down of $2.6 million related to an IFH investment. Other income increased $1.0 million including $0.9 million related to an investment in an SBIC, while credit card fees declined $0.3 million.
Noninterest expense of $37.5 million increased $7.8 million as compared to the third quarter 2024, primarily from the IFH acquisition. Noninterest expense of $34.9 million, excluding merger-related expenses of $2.6 million, increased $5.7 million as compared to the third quarter 2024. Highlights include:
- The fourth quarter 2024 includes $0.3 million of intangible amortization resulting from the transaction.
- Salaries and employee benefits expenses of $16.5 million increased $3.2 million, primarily related to the acquisition of IFH.
- Occupancy and equipment expenses of $3.0 million increased $1.2 million, primarily related to increased contract expense from the IFH acquisition of $0.5 million and software depreciation of $0.4 million.
- Estimated total cost synergies resulting from the acquisition totaled $1.5 million in the fourth quarter 2024, generally consistent with modeled expectations.
Income tax expense of $3.2 million, or 30.1% of pre-tax income for the fourth quarter 2024, increased $0.4 million from $2.8 million, or 24.6% of pre-tax income for the third quarter 2024. The elevated tax rate in the quarter resulted from non-deductibility of an equity and debt write-down along with some merger-related expenses. Excluding merger-related expenses and the non-recurring equity and debt write-down, the effective income tax rate for the fourth quarter 2024 would have been 22.6%.

Balance Sheet

Total assets of $3.2 billion at December 31, 2024 increased $646.1 million, or 25.2% (not annualized), from September 30, 2024. Total assets, including $559.4 million acquired with the IFH acquisition, net of purchase accounting, included gross loans of $373.5 million, loans held for sale of $41.7 million and total deposits of $459.0 million at October 1, 2024.

Cash and cash equivalents of $205.3 million at December 31, 2024 increased $48.6 million from September 30, 2024.
Total portfolio loans of $2.6 billion at December 31, 2024 increased $522.6 million, or 24.8% (not annualized) from September 30, 2024. Total average loans increased $539.3 million quarter over quarter.
- Owner-occupied commercial real estate loans increased $88.6 million, or 25.2% (not annualized) from September 30, 2024.
- The average portfolio loans-to-deposit ratio of 99.27% for the three months ended December 31, 2024 remained stable.
Total deposits of $2.8 billion at December 31, 2024 increased $575.7 million, or 26.3% (not annualized), from September 30, 2024. The increase includes $190.6 million of customer time deposits, $92.8 million of noninterest-bearing deposits primarily related to growth in title company deposit balances, $130.2 million of growth in customer money market deposits and $180.0 million of growth in brokered time deposits, partially offset by a decrease in interest-bearing demand accounts of $27.6 million.
- Insured and protected deposits were approximately $1.6 billion as of December 31, 2024, representing 57.1% of the Company’s deposit portfolio.
- Low and no interest bearing deposits of $1.1 billion, 38.5% of deposits, increased $74.9 million, or 7.6% (not annualized) from September 30, 2024. Average noninterest-bearing deposits of $729.9 million increased $49.2 million, or 7.2% (not annualized), and represented 27.9% of total average deposits at December 31, 2024.
The investment securities portfolio continues to be classified as available-for-sale and had a fair market value of $223.6 million, or 7.0% of total assets, an effective duration of 3.0 years, with U.S. Treasury Securities representing 57% of the overall investment portfolio at December 31, 2024. The accumulated other comprehensive income (loss) on the investment securities portfolio increased $2.9 million during the quarter to ($11.5 million) as of December 31, 2024, which represents 3.2% of total stockholders’ equity. The Company does not have a held-to-maturity investment securities portfolio.
Liquidity – The Company maintains stable and reliable sources of available borrowings, generally consistent with prior quarter. Sources of available borrowings at December 31, 2024 totaled $803.0 million, including available collateralized lines of credit of $595.7 million, unsecured lines of credit with other banks of $76.0 million and unpledged investment securities available as collateral for potential additional borrowings of $131.4 million.
Capital Positions – As of December 31, 2024, the Company reported a common equity tier 1 capital ratio of 13.74%, compared to 14.78% at September 30, 2024. At December 31, 2024, the Company and the Bank maintain regulatory capital ratios that exceed all capital adequacy requirements.

Financial Metrics

Net Interest Margin – Net interest margin decreased 54 basis points to 5.87% for the three months ended December 31, 2024, compared to prior quarter. Core net interest margin, as adjusted to exclude the impact of OpenSky^™ credit card loans (non-GAAP)⁽¹⁾, decreased 3 basis points to 4.05% as compared to prior quarter. Net purchase accounting accretion for the fourth quarter 2024 was 9 basis points and 10 basis points for NIM and core NIM, respectively.

The average yield on interest earning assets of 8.17% decreased 62 basis points compared to the prior quarter, including 40 basis points from inclusion of IFH commercial assets. The yield on portfolio loans, as adjusted to exclude the impact of OpenSky^™ credit card loans (non-GAAP)⁽¹⁾, of 6.98% for the fourth quarter 2024, decreased 17 basis points, primarily as a consequence of reduced market interest rates.
The total cost of deposits decreased 14 basis points to 2.50% for the fourth quarter 2024 as compared to the prior quarter. The total cost of interest-bearing deposits decreased 46 basis points to 3.46% for the fourth quarter 2024 as compared to the prior quarter.

Efficiency Ratios – The efficiency ratio was 66.7% for the three months ended December 31, 2024, compared to 66.1% for the three months ended September 30, 2024. The efficiency ratio was 59.3%, as adjusted to exclude the impact of merger-related expenses and a non-recurring equity and debt investment write-down (non-GAAP)⁽¹⁾, for the three months ended December 31, 2024 compared to 64.9% for the three months ended September 30, 2024.

Credit Metrics and Asset Quality – The ratio of allowance for credit losses to total loans equaled 1.85% at December 31, 2024, an increase of 34 basis points from September 20, 2024, which includes a 1.44% ACL coverage ratio for the legacy Capital Bank portfolio, down 7 basis points from 3Q. The additional ACL coverage results from the initial $15.5 million reserve on the $373.5 million IFH loan portfolio. Underlying credit performance and metrics were relatively stable and consistent with prior quarter when excluding the impact of the combination with IFH.

Nonperforming assets increased 34 basis points to 0.94% of total assets at December 31, 2024 as compared to September 30, 2024. Total nonaccrual loans at December 31, 2024 increased $14.8 million to $30.2 million compared to September 30, 2024. At December 31, 2024, special mention loans totaled $60.0 million, or 2.3% of total portfolio loans, as compared to $20.3 million, or 1.0% of total portfolio loans, at September 30, 2024. At December 31, 2024, substandard loans totaled $48.4 million, or 1.8% of total portfolio loans, as compared to $23.8 million, or 1.1% of total portfolio loans, at September 30, 2024.

Performance Ratios – Annualized return on average assets (“ROAA”) and annualized return on average equity (“ROAE”), and ROATCE were 0.96%, 8.50%, and 9.47% respectively, for the three months ended December 31, 2024, compared to 1.42%, 12.59%, and 12.59% respectively, for the three months ended September 30, 2024.

Annualized ROAA, annualized ROAE, and annualized ROATCE were 1.97%, 17.46%, and 19.19% respectively, as adjusted to exclude the impact of merger-related expenses, Initial IFH ACL Provision, and a non-recurring equity and debt investment write-down (non-GAAP)⁽¹⁾, for the three months ended December 31, 2024, compared to 1.51%, 13.40%, and 13.40% respectively, for the three months ended September 30, 2024.

Tangible Book Value – Book value per common share of $21.31 at December 31, 2024 increased $1.19 when compared to September 30, 2024. Tangible book value per common share⁽¹⁾ decreased $1.36, or 6.8%, to $18.77 at December 31, 2024 when compared to September 30, 2024. Tangible book value was impacted by the purchase accounting adjustments made in consequence of the IFH acquisition. The Company did not have goodwill or other intangible assets prior to the fourth quarter 2024. Therefore, tangible book value per share⁽¹⁾ was equal to book value per share for periods prior to the fourth quarter 2024.

Commercial Bank

Continued Portfolio Loan Growth – Gross portfolio loans, excluding OpenSky^™ credit card loans, increased $522.9 million, to $2.5 billion, at December 31, 2024 compared to September 30, 2024.

The $522.9 million gross portfolio loan growth includes commercial real estate loans of $156.4 million, residential real estate loans of $64.9 million and commercial and industrial loans of $282.7 million. Historical gross portfolio loan balances are disclosed in the Composition of Loans table within the Historical Financial Highlights.

Net Interest Income – Interest income of $45.2 million increased $9.4 million from prior quarter, driven by loan growth and higher loan yields. Interest expense of $17.1 million increased $3.1 million, driven by an increase in average balances in the fourth quarter 2024.

Credit Metrics – Nonperforming assets, comprised solely of nonaccrual loans, increased 34 basis point to 0.94% of total assets at December 31, 2024 compared to September 30, 2024. Total nonaccrual loans at December 31, 2024 increased to $30.2 million compared to $15.5 million at September 30, 2024 due primarily to the acquisition of IFH.

Classified and Criticized Loans – At December 31, 2024, special mention loans totaled $60.0 million, or 2.3% of total portfolio loans, as compared to $20.3 million, or 1.0% of total portfolio loans, at September 30, 2024. At December 31, 2024, substandard loans totaled $48.4 million, or 1.8% of total portfolio loans, as compared to $23.8 million, or 1.1% of total portfolio loans, at September 30, 2024.

OpenSky^™

Revenues – Total revenue of $19.2 million decreased $0.5 million from the prior quarter. Interest income of $15.5 million decreased $0.2 million from the prior quarter. Average OpenSky^™ credit card loan balances, net of reserves and deferred fees of $121.0 million for the fourth quarter 2024, increased $1.5 million, or 1.3% (not annualized), compared to prior quarter. Noninterest income of $3.7 million decreased $0.4 million as compared to the prior quarter, primarily related to lower annual fee income.

Noninterest Expense – Total noninterest expense of $12.6 million decreased $0.7 million, primarily related to a reduction in quarterly advertising expense.

Loan and Deposit Balances – Loan balances, net of reserves, of $127.8 million at December 31, 2024 increased by $0.7 million, or 0.5%, compared to $127.1 million at September 30, 2024. Corresponding deposit balances of $166.4 million at December 31, 2024 decreased $4.4 million, or 2.6%, compared to $170.8 million at September 30, 2024. Gross unsecured loan balances of $42.4 million at December 31, 2024 increased $2.7 million, or 6.8%, compared to $39.7 million at September 30, 2024. During the fourth quarter 2024, the number of credit card accounts increased by 3,614 to 552,566 from September 30, 2024.

OpenSky^™Credit – Portfolio credit metrics continue to be generally consistent with modeled expectations during the fourth quarter 2024. The provision for credit losses of $1.2 million decreased $1.1 million when compared to the prior quarter.

Capital Bank Home Loans

Originations of loans held for sale totaled $90.0 million during the fourth quarter, with $77.4 million of mortgage loans sold resulting in a gain on sale of loans of $1.9 million, representing a 2.45% of gain on sale as a percentage of total loans sold.

Windsor Advantage

Windsor Advantage is a loan service provider that offers community banks and credit unions with a comprehensive outsourced U.S. Small Business Association (“SBA”) 7(a) and U.S. Department of Agriculture (“USDA”) lending platform. Windsor Advantage generates fee income for the Company in connection with its servicing, processing and packaging of such loans for its financial institution clients.

Fee Income – Gross government loan servicing revenue totaled $4.6 million, including $0.5 million of Capital Bank related servicing fees, during the fourth quarter 2024. Windsor’s total servicing portfolio was $2.5 billion at December 31, 2024.

COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited

	Quarter Ended									4Q24 vs 3Q24					4Q24 vs 4Q23
(in thousands, except per share data)	December 31, 2024			September 30, 2024			December 31, 2023			$ Change			% Change		$ Change			% Change
Earnings Summary
Interest income	$	61,707		$	52,610		$	46,969		$	9,097		17.3	%	$	14,738		31.4	%
Interest expense		17,380			14,256			12,080			3,124		21.9	%		5,300		43.9	%
Net interest income		44,327			38,354			34,889			5,973		15.6	%		9,438		27.1	%
Provision for credit losses		7,828			3,748			2,808			4,080		108.9	%		5,020		178.8	%
Provision for (release of) credit losses on unfunded commitments		122			17			(106	)		105		617.6	%		228		(215.1	)%
Noninterest income		11,913			6,635			5,936			5,278		79.5	%		5,977		100.7	%
Noninterest expense		37,514			29,725			26,907			7,789		26.2	%		10,607		39.4	%
Income before income taxes		10,776			11,499			11,216			(723	)	(6.3	)%		(440	)	(3.9	)%
Income tax expense		3,243			2,827			2,186			416		14.7	%		1,057		48.4	%
Net income	$	7,533		$	8,672		$	9,030		$	(1,139	)	(13.1	)%	$	(1,497	)	(16.6	)%

Pre-tax pre-provision net revenue (“PPNR”) ⁽¹⁾	$	18,726		$	15,264		$	13,918		$	3,462		22.7	%	$	4,808		34.5	%
PPNR, as adjusted⁽¹⁾	$	23,961		$	15,784		$	13,918		$	8,177		51.8	%	$	10,043		72.2	%

Common Share Data
Earnings per share – Basic	$	0.45		$	0.62		$	0.65		$	(0.17	)	(27.4	)%	$	(0.20	)	(30.8	)%
Earnings per share – Diluted	$	0.45		$	0.62		$	0.65		$	(0.17	)	(27.4	)%	$	(0.20	)	(30.8	)%
Earnings per share – Diluted, as adjusted⁽¹⁾	$	0.92		$	0.66		$	0.65		$	0.26		39.4	%	$	0.27		41.5	%
Weighted average common shares – Basic		16,595			13,914			13,897
Weighted average common shares – Diluted		16,729			13,951			13,989

Return Ratios
Return on average assets (annualized)		0.96	%		1.42	%		1.63	%
Return on average assets, as adjusted (annualized)⁽¹⁾		1.97	%		1.51	%		1.63	%
Return on average equity (annualized)		8.50	%		12.59	%		14.44	%
Return on average equity, as adjusted (annualized)⁽¹⁾		17.46	%		13.40	%		14.44	%
Return on average tangible common equity (annualized)⁽¹⁾		9.47	%		12.59	%		14.44	%
Core return on average equity, as adjusted (annualized)⁽¹⁾		17.68	%		13.40	%		14.44	%
Core return on average tangible common equity, as adjusted (annualized)⁽¹⁾		19.19	%		13.40	%		14.44	%

______________
⁽¹⁾ Refer to Appendix for reconciliation of non-GAAP measures.

COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited (Continued)

	Year Ended
	December 31,
(in thousands, except per share data)		2024			2023		$ Change			% Change
Earnings Summary
Interest income	$	213,301		$	183,206		$	30,095		16.4	%
Interest expense		58,555			41,680			16,875		40.5	%
Net interest income		154,746			141,526			13,220		9.3	%
Provision for credit losses		17,720			9,610			8,110		84.4	%
Provision for (release of) credit losses on unfunded commitments		385			(101	)		486		(481.2	)%
Noninterest income		31,410			24,975			6,435		25.8	%
Noninterest expense		126,219			110,767			15,452		14.0	%
Income before income taxes		41,832			46,225			(4,393	)	(9.5	)%
Income tax expense		10,860			10,354			506		4.9	%
Net income	$	30,972		$	35,871		$	(4,899	)	(13.7	)%

Pre-tax pre-provision net revenue (“PPNR”) ⁽¹⁾	$	59,937		$	55,734		$	4,203		7.5	%
PPNR, as adjusted⁽¹⁾	$	66,487		$	55,734		$	10,753		19.3	%

Common Share Data
Earnings per share – Basic	$	2.12		$	2.56		$	(0.44	)	(17.2	)%
Earnings per share – Diluted	$	2.11		$	2.55		$	(0.44	)	(17.3	)%
Earnings per share – Diluted, as adjusted⁽¹⁾	$	2.73		$	2.55
Weighted average common shares – Basic		14,584			14,003
Weighted average common shares – Diluted		14,660			14,081

Return Ratios
Return on average assets (annualized)		1.21	%		1.64	%
Return on average assets, as adjusted (annualized)⁽¹⁾		1.57	%		1.64	%
Return on average equity (annualized)		10.78	%		14.91	%
Return on average equity, as adjusted (annualized)⁽¹⁾		13.94	%		14.91	%

______________
⁽¹⁾ Refer to Appendix for reconciliation of non-GAAP measures.

COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited (Continued)

	Quarter Ended							Quarter Ended
	December 31,							September 30,		June 30,		March 31,
(in thousands, except per share data)		2024		2023	% Change				2024		2024		2024
Balance Sheet Highlights
Assets	$	3,206,911	$	2,226,176		44.1	%	$	2,560,788	$	2,438,583	$	2,324,238
Investment securities available-for-sale		223,630		208,329		7.3	%		208,700		207,917		202,254
Mortgage loans held for sale		21,270		7,481		184.3	%		19,554		19,219		10,303
Portfolio loans receivable ⁽²⁾		2,630,163		1,903,288		38.2	%		2,107,522		2,021,588		1,964,525
Allowance for credit losses		48,652		28,610		70.1	%		31,925		30,832		29,350
Deposits		2,761,939		1,895,996		45.7	%		2,186,224		2,100,428		2,005,695
FHLB borrowings		22,000		22,000		—	%		52,000		32,000		22,000
Other borrowed funds		12,062		27,062		(55.4	)%		12,062		12,062		12,062
Total stockholders’ equity		355,139		254,860		39.3	%		280,111		267,854		259,465
Tangible common equity ⁽¹⁾		312,685		254,860		22.7	%		280,111		267,854		259,465

Common shares outstanding		16,662		13,923		19.7	%		13,918		13,910		13,890
Book value per share	$	21.31	$	18.31		16.4	%	$	20.13	$	19.26	$	18.68
Tangible book value per share ⁽¹⁾	$	18.77	$	18.31		2.5	%	$	20.13	$	19.26	$	18.68
Dividends per share	$	0.10	$	0.08		25.0	%	$	0.10	$	0.08	$	0.08

______________
⁽¹⁾ Refer to Appendix for reconciliation of non-GAAP measures.
⁽²⁾ Loans are reflected net of deferred fees and costs.

Consolidated Statements of Income (Unaudited)
	Three Months Ended												Year Ended
(in thousands)	December 31, 2024			September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023			December 31, 2024			December 31, 2023
Interest income
Loans, including fees	$	58,602		$	50,047	$	48,275	$	45,991	$	45,109		$	202,915		$	174,760
Investment securities available-for-sale		1,539			1,343		1,308		1,251		1,083			5,441			4,815
Federal funds sold and other		1,566			1,220		1,032		1,127		777			4,945			3,631
Total interest income		61,707			52,610		50,615		48,369		46,969			213,301			183,206

Interest expense
Deposits		16,385			13,902		13,050		12,833		11,759			56,170			39,625
Borrowed funds		995			354		508		528		321			2,385			2,055
Total interest expense		17,380			14,256		13,558		13,361		12,080			58,555			41,680

Net interest income		44,327			38,354		37,057		35,008		34,889			154,746			141,526
Provision for credit losses		7,828			3,748		3,417		2,727		2,808			17,720			9,610
Provision for (release of) credit losses on unfunded commitments		122			17		104		142		(106	)		385			(101	)
Net interest income after provision for credit losses		36,377			34,589		33,536		32,139		32,187			136,641			132,017
Noninterest income
Service charges on deposits		241			235		200		207		240			883			964
Credit card fees		3,733			4,055		4,330		3,881		3,970			15,999			17,273
Mortgage banking revenue		1,821			1,882		1,990		1,453		1,166			7,146			4,896
Government lending revenue		2,301			—		—		—		—			2,301			—
Government loan servicing revenue		3,993			—		—		—		—			3,993			—
Loan servicing rights (government guaranteed)		1,013			—		—		—		—			1,013			—
Non-recurring equity and debt investment write-down		(2,620	)		—		—		—		—			(2,620	)		—
Other income		1,431			463		370		431		560			2,695			1,842
Total noninterest income		11,913			6,635		6,890		5,972		5,936			31,410			24,975
Noninterest expenses
Salaries and employee benefits		16,513			13,345		13,272		12,907		11,638			56,037			48,754
Occupancy and equipment		2,976			1,791		1,864		1,613		1,573			8,244			5,673
Professional fees		2,150			1,980		1,769		1,947		1,930			7,846			9,270
Data processing		7,210			6,930		6,788		6,761		6,128			27,689			25,686
Advertising		1,032			1,223		2,072		2,032		1,433			6,359			6,161
Loan processing		969			615		476		371		198			2,431			1,633
Foreclosed real estate expenses, net		—			1		—		1		—			2			7
Merger-related expenses		2,615			520		83		712		—			3,930			—
Operational losses		993			1,008		782		931		1,490			3,714			4,613
Other operating		3,056			2,312		2,387		2,212		2,517			9,967			8,970
Total noninterest expenses		37,514			29,725		29,493		29,487		26,907			126,219			110,767
Income before income taxes		10,776			11,499		10,933		8,624		11,216			41,832			46,225
Income tax expense		3,243			2,827		2,728		2,062		2,186			10,860			10,354
Net income	$	7,533		$	8,672	$	8,205	$	6,562	$	9,030		$	30,972		$	35,871

Consolidated Balance Sheets
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(audited)
(in thousands, except share data)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
Assets
Cash and due from banks	$	25,433		$	23,462		$	19,294		$	12,361		$	14,513
Interest-bearing deposits at other financial institutions		179,841			133,180			117,160			72,787			39,044
Federal funds sold		58			58			57			56			407
Total cash and cash equivalents		205,332			156,700			136,511			85,204			53,964
Investment securities available-for-sale		223,630			208,700			207,917			202,254			208,329
Restricted investments		4,479			5,895			4,930			4,441			4,353
Loans held for sale		21,270			19,554			19,219			10,303			7,481
Portfolio loans receivable, net of deferred fees and costs		2,630,163			2,107,522			2,021,588			1,964,525			1,903,288
Less allowance for credit losses		(48,652	)		(31,925	)		(30,832	)		(29,350	)		(28,610	)
Total portfolio loans held for investment, net		2,581,511			2,075,597			1,990,756			1,935,175			1,874,678
Premises and equipment, net		15,525			5,959			5,551			4,500			5,069
Accrued interest receivable		16,664			12,468			12,162			12,258			11,494
Goodwill		21,126			—			—			—			—
Intangible assets		14,072			—			—			—			—
Loan servicing assets		5,511			—			—			—			—
Deferred tax asset		16,670			10,748			12,150			12,311			12,252
Bank owned life insurance		43,956			38,779			38,414			38,062			37,711
Other assets		37,165			26,388			10,973			19,730			10,845
Total assets	$	3,206,911		$	2,560,788		$	2,438,583		$	2,324,238		$	2,226,176

Liabilities
Deposits
Noninterest-bearing	$	810,928		$	718,120		$	684,574		$	665,812		$	617,373
Interest-bearing		1,951,011			1,468,104			1,415,854			1,339,883			1,278,623
Total deposits		2,761,939			2,186,224			2,100,428			2,005,695			1,895,996
Federal Home Loan Bank advances		22,000			52,000			32,000			22,000			22,000
Other borrowed funds		12,062			12,062			12,062			12,062			27,062
Accrued interest payable		9,393			8,503			6,573			6,009			5,583
Other liabilities		46,378			21,888			19,666			19,007			20,675
Total liabilities		2,851,772			2,280,677			2,170,729			2,064,773			1,971,316

Stockholders’ equity
Common stock		167			139			139			139			139
Additional paid-in capital		128,598			55,585			55,005			54,229			54,473
Retained earnings		237,843			232,995			225,824			218,731			213,345
Accumulated other comprehensive loss		(11,469	)		(8,608	)		(13,114	)		(13,634	)		(13,097	)
Total stockholders’ equity		355,139			280,111			267,854			259,465			254,860
Total liabilities and stockholders’ equity	$	3,206,911		$	2,560,788		$	2,438,583		$	2,324,238		$	2,226,176

The following tables show the average outstanding balance of each principal category of our assets, liabilities and stockholders’ equity, together with the average yields on our assets and the average costs of our liabilities for the periods indicated. Such yields and costs are calculated by dividing the annualized income or expense by the average daily balances of the corresponding assets or liabilities for the same period.

	Three Months Ended December 31, 2024							Three Months Ended September 30, 2024							Three Months Ended December 31, 2023
	Average Outstanding Balance		Interest Income/ Expense		Average Yield/ Rate⁽¹⁾			Average Outstanding Balance		Interest Income/ Expense		Average Yield/ Rate⁽¹⁾			Average Outstanding Balance		Interest Income/ Expense		Average Yield/ Rate⁽¹⁾
	(in thousands)
Assets
Interest earning assets:
Interest-bearing deposits	$	140,206	$	1,446		4.10	%	$	91,089	$	1,137		4.97	%	$	65,336	$	680		4.13	%
Federal funds sold		58		—		—			57		1		6.98			1,574		21		5.29
Investment securities available-for-sale		236,951		1,539		2.58			221,303		1,343		2.41			223,132		1,083		1.93
Restricted investments		7,292		120		6.55			4,911		82		6.64			4,518		76		6.67
Loans held for sale		25,614		193		3.00			9,967		161		6.43			4,601		83		7.16
Portfolio loans receivable⁽²⁾⁽³⁾		2,592,960		58,409		8.96			2,053,619		49,886		9.66			1,863,298		45,026		9.59
Total interest earning assets		3,003,081		61,707		8.17			2,380,946		52,610		8.79			2,162,459		46,969		8.62
Noninterest earning assets		117,026							56,924							40,020
Total assets	$	3,120,107						$	2,437,870						$	2,202,479

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand accounts	$	257,446		424		0.66		$	228,365		321		0.56		$	195,539		90		0.18
Savings		13,497		20		0.59			4,135		5		0.48			5,184		2		0.15
Money market accounts		763,526		7,131		3.72			698,239		7,442		4.24			680,697		7,139		4.16
Time deposits		847,618		8,810		4.13			479,824		6,134		5.09			380,731		4,528		4.72
Borrowed funds		97,116		995		4.08			43,655		354		3.23			41,823		321		3.05
Total interest-bearing liabilities		1,979,203		17,380		3.49			1,454,218		14,256		3.90			1,303,974		12,080		3.68
Noninterest-bearing liabilities:
Noninterest-bearing liabilities		58,460							28,834							27,529
Noninterest-bearing deposits		729,907							680,731							622,941
Stockholders’ equity		352,537							274,087							248,035
Total liabilities and stockholders’ equity	$	3,120,107						$	2,437,870						$	2,202,479

Net interest spread						4.68	%						4.89	%						4.94	%
Net interest income			$	44,327						$	38,354						$	34,889
Net interest margin⁽⁴⁾						5.87	%						6.41	%						6.40	%

_______________
⁽¹⁾Annualized.
⁽²⁾Includes nonaccrual loans.
⁽³⁾For the three months ended December 31, 2024, September 30, 2024, and December 31, 2023, collectively, portfolio loans yield excluding credit card loans was 6.98%, 7.15% and 6.89%, respectively.
⁽⁴⁾For the three months ended December 31, 2024, September 30, 2024, and December 31, 2023, collectively, credit card loans accounted for 182, 233 and 248 basis points of the reported net interest margin, respectively.

	Year Ended December 31,
		2024							2023
	Average Outstanding Balance		Interest Income/ Expense		Average Yield/ Rate⁽¹⁾			Average Outstanding Balance		Interest Income/ Expense		Average Yield/ Rate⁽¹⁾
	(in thousands)
Assets
Interest earning assets:
Interest-bearing deposits	$	98,319	$	4,569		4.65	%	$	70,407	$	3,211		4.56	%
Federal funds sold		57		3		5.26			1,597		74		4.63
Investment securities available-for-sale		228,909		5,441		2.38			245,466		4,815		1.96
Restricted investments		5,563		373		6.71			5,016		346		6.90
Loans held for sale		12,121		569		4.69			5,755		382		6.64
Portfolio loans receivable⁽²⁾⁽³⁾		2,142,638		202,346		9.44			1,816,968		174,378		9.60
Total interest earning assets		2,487,607		213,301		8.57			2,145,209		183,206		8.54
Noninterest earning assets		66,442							43,090
Total assets	$	2,554,049						$	2,188,299

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand accounts	$	221,437	$	1,003		0.45	%	$	201,194	$	298		0.15	%
Savings		6,732		27		0.40			5,768		8		0.14
Money market accounts		704,002		28,741		4.08			642,013		23,510		3.66
Time deposits		561,369		26,399		4.70			360,464		15,809		4.39
Borrowed funds		63,686		2,385		3.74			59,302		2,055		3.47
Total interest-bearing liabilities		1,557,226		58,555		3.76			1,268,741		41,680		3.29
Noninterest-bearing liabilities:
Noninterest-bearing liabilities		34,043							24,026
Noninterest-bearing deposits		675,360							655,013
Stockholders’ equity		287,420							240,519
Total liabilities and stockholders’ equity	$	2,554,049						$	2,188,299

Net interest spread						4.81	%						5.25	%
Net interest income			$	154,746						$	141,526
Net interest margin⁽⁴⁾						6.22	%						6.60	%

⁽¹⁾Annualized.
⁽²⁾Includes nonaccrual loans.
⁽³⁾For the years ended December 31, 2024 and 2023, collectively, portfolio loans yield excluding credit card loans was 7.03% and 6.65%, respectively.
⁽⁴⁾For the years ended December 31, 2024 and 2023, collectively, credit card loans accounted for 222 and 264 basis points of the reported net interest margin, respectively.

The Company’s reportable segments represent business units with discrete financial information whose results are regularly reviewed by management. The five segments include Commercial Banking, Capital Bank Home Loans (the Company’s mortgage loan division), OpenSky^™ (the Company’s credit card division), Windsor Advantage and the Corporate Office.

Effective January 1, 2024, the Company allocated certain expenses previously recorded directly to the Commercial Bank segment to the other segments. These expenses are for shared services also consumed by OpenSky^™, CBHL, and Corporate. The Company performs an allocation process based on several metrics the Company believes more accurately ascribe shared service overhead to each segment. The Company believes this reflects the cost of support for each segment that should be considered in assessing segment performance. Historical information has been recast to reflect financial information consistently with the 2024 presentation.

The following schedule presents financial information for the periods indicated. Total assets are presented as of December 31, 2024, September 30, 2024, and December 31, 2023.

Segments
For the three months ended December 31, 2024
(in thousands)	Commercial Bank			CBHL			OpenSky^™		Windsor Advantage		Corporate⁽²⁾			Eliminations			Consolidated
Interest income	$	45,195		$	192		$	15,454	$	—	$	874		$	(8	)	$	61,707
Interest expense		17,086			131			—		—		171			(8	)		17,380
Net interest income		28,109			61			15,454		—		703			—			44,327
Provision for credit losses		6,651			—			1,177		—		—			—			7,828
Provision for credit losses on unfunded commitments		122			—			—		—		—			—			122
Net interest income after provision		21,336			61			14,277		—		703			—			36,377
Noninterest income (loss)		4,547			1,676			3,743		4,566		(2,619	)		—			11,913
Noninterest expense⁽¹⁾		16,539			2,377			12,595		2,670		3,333			—			37,514
Net income (loss) before taxes	$	9,344		$	(640	)	$	5,425	$	1,896	$	(5,249	)	$	—		$	10,776

Total assets	$	2,994,356		$	21,691		$	125,913	$	7,922	$	376,930		$	(319,901	)	$	3,206,911

For the three months ended September 30, 2024
(in thousands)	Commercial Bank			CBHL			OpenSky^™		Windsor Advantage		Corporate⁽²⁾			Eliminations			Consolidated
Interest income	$	35,805		$	161		$	15,625	$	—	$	1,049		$	(30	)	$	52,610
Interest expense		13,984			108			—		—		194			(30	)		14,256
Net interest income		21,821			53			15,625		—		855			—			38,354
Provision for credit losses		1,453			—			2,294		—		1			—			3,748
Provision for credit losses on unfunded commitments		17			—			—		—		—			—			17
Net interest income after provision		20,351			53			13,331		—		854			—			34,589
Noninterest income		726			1,811			4,096		—		2			—			6,635
Noninterest expense⁽¹⁾		12,422			2,395			13,276		—		1,632			—			29,725
Net income (loss) before taxes	$	8,655		$	(531	)	$	4,151	$	—	$	(776	)	$	—		$	11,499

Total assets	$	2,358,555		$	19,831		$	121,587	$	—	$	300,325		$	(239,510	)	$	2,560,788

For the three months ended December 31, 2023
(in thousands)	Commercial Bank			CBHL			OpenSky^™		Windsor Advantage		Corporate⁽²⁾			Eliminations			Consolidated
Interest income	$	30,957		$	83		$	15,035	$	—	$	964		$	(70	)	$	46,969
Interest expense		11,884			31			—		—		235			(70	)		12,080
Net interest income		19,073			52			15,035		—		729			—			34,889
Provision for (release of) credit losses		691			—			2,125		—		(8	)		—			2,808
Release of credit losses on unfunded commitments		(106	)		—			—		—		—			—			(106	)
Net interest income after provision		18,488			52			12,910		—		737			—			32,187
Noninterest income		773			1,166			3,996		—		1			—			5,936
Noninterest expense⁽¹⁾		12,303			1,617			12,669		—		318			—			26,907
Net income (loss) before taxes	$	6,958		$	(399	)	$	4,237	$	—	$	420		$	—		$	11,216

Total assets	$	2,051,945		$	8,589		$	117,477	$	—	$	277,565		$	(229,400	)	$	2,226,176

________________________
⁽¹⁾ Noninterest expense includes $6.3 million, $6.2 million, and $5.7 million in data processing expense in OpenSky’s^™ segment for the three months ended December 31, 2024, September 30, 2024, and December 31, 2023, respectively.
⁽²⁾ The Corporate segment invests idle cash in revenue-producing assets including interest-bearing cash accounts, loan participations and other appropriate investments for the Company.

Segments
For the year ended December 31, 2024
(in thousands)	Commercial Bank			CBHL			OpenSky^™		Windsor Advantage		Corporate⁽²⁾			Eliminations			Consolidated
Interest income	$	147,464		$	568		$	61,785	$	—	$	3,646		$	(162	)	$	213,301
Interest expense		57,536			363			—		—		818			(162	)		58,555
Net interest income		89,928			205			61,785		—		2,828			—			154,746
Provision for credit losses		10,331			—			7,329		—		60			—			17,720
Provision for credit losses on unfunded commitments		385			—			—		—		—			—			385
Net interest income after provision		79,212			205			54,456		—		2,768			—			136,641
Noninterest income (loss)		6,654			6,684			16,122		4,566		(2,616	)		—			31,410
Noninterest expense⁽¹⁾		53,429			9,377			53,245		2,670		7,498			—			126,219
Net income (loss) before taxes	$	32,437		$	(2,488	)	$	17,333	$	1,896	$	(7,346	)	$	—		$	41,832

Total assets	$	2,994,356		$	21,691		$	125,913	$	7,922	$	376,930		$	(319,901	)	$	3,206,911

For the year ended December 31, 2023
(in thousands)	Commercial Bank			CBHL			OpenSky™		Windsor Advantage		Corporate⁽²⁾			Eliminations			Consolidated
Interest income	$	116,408		$	382		$	62,476	$	—	$	4,238		$	(298	)	$	183,206
Interest expense		40,896			135			—		—		947			(298	)		41,680
Net interest income		75,512			247			62,476		—		3,291			—			141,526
Provision for credit losses		1,540			—			7,948		—		122			—			9,610
Release of credit losses on unfunded commitments		(101	)		—			—		—		—			—			(101	)
Net interest income after provision		74,073			247			54,528		—		3,169			—			132,017
Noninterest income		2,737			4,909			17,325		—		4			—			24,975
Noninterest expense⁽¹⁾		48,347			8,155			52,752		—		1,513			—			110,767
Net income (loss) before taxes	$	28,463		$	(2,999	)	$	19,101	$	—	$	1,660		$	—		$	46,225

Total assets	$	2,051,945		$	8,589		$	117,477	$	—	$	277,565		$	(229,400	)	$	2,226,176

⁽¹⁾ Noninterest expense includes $24.9 million and $23.7 million in data processing expense in OpenSky’s^™ segment for the years ended December 31, 2024 and 2023, respectively.
⁽²⁾ The Corporate segment invests idle cash in revenue-producing assets including interest-bearing cash accounts, loan participations and other appropriate investments for the Company.

HISTORICAL FINANCIAL HIGHLIGHTS – Unaudited
	Quarter Ended
(in thousands, except per share data)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
Earnings:
Net income	$	7,533		$	8,672		$	8,205		$	6,562		$	9,030
Earnings per common share, diluted		0.45			0.62			0.59			0.47			0.65
Net interest margin		5.87	%		6.41	%		6.46	%		6.24	%		6.40	%
Net interest margin, excluding credit card loans ⁽¹⁾		4.05	%		4.08	%		4.00	%		3.85	%		3.92	%
Return on average assets⁽²⁾		0.96	%		1.42	%		1.40	%		1.15	%		1.63	%
Return on average equity⁽²⁾		8.50	%		12.59	%		12.53	%		10.19	%		14.44	%
Efficiency ratio		66.70	%		66.07	%		67.11	%		71.95	%		65.91	%

Balance Sheet:
Total portfolio loans receivable, net deferred fees	$	2,630,163		$	2,107,522		$	2,021,588		$	1,964,525		$	1,902,643
Total deposits		2,761,939			2,186,224			2,100,428			2,005,695			1,895,996
Total assets		3,206,911			2,560,788			2,438,583			2,324,238			2,226,176
Total stockholders’ equity		355,139			280,111			267,854			259,465			254,860
Total average portfolio loans receivable, net deferred fees		2,592,960			2,053,619			1,992,630			1,927,372			1,863,298
Total average deposits		2,611,994			2,091,294			2,010,736			1,957,559			1,885,092
Portfolio loans-to-deposit ratio (period-end balances)		95.23	%		96.40	%		96.25	%		97.95	%		100.35	%
Portfolio loans-to-deposit ratio (average balances)		99.27	%		98.20	%		99.10	%		98.46	%		98.84	%

Asset Quality Ratios:
Nonperforming assets to total assets		0.94	%		0.60	%		0.58	%		0.62	%		0.72	%
Nonperforming loans to total loans		1.15	%		0.73	%		0.70	%		0.73	%		0.84	%
Net charge-offs to average portfolio loans ⁽²⁾		0.37	%		0.51	%		0.39	%		0.41	%		0.53	%
Allowance for credit losses to total loans		1.85	%		1.51	%		1.53	%		1.49	%		1.50	%
Allowance for credit losses to non-performing loans		160.88	%		206.50	%		219.40	%		204.37	%		178.34	%

Bank Capital Ratios:
Total risk based capital ratio		12.82	%		13.76	%		14.51	%		14.36	%		14.81	%
Tier 1 risk based capital ratio		11.56	%		12.50	%		13.25	%		13.10	%		13.56	%
Leverage ratio		9.12	%		9.84	%		10.36	%		10.29	%		10.51	%
Common equity Tier 1 capital ratio		11.56	%		12.50	%		13.25	%		13.10	%		13.56	%
Tangible common equity		9.31	%		9.12	%		9.53	%		9.66	%		9.91	%
Holding Company Capital Ratios:
Total risk based capital ratio		15.48	%		16.65	%		16.98	%		16.83	%		17.38	%
Tier 1 risk based capital ratio		13.83	%		14.88	%		15.19	%		15.03	%		15.55	%
Leverage ratio		11.07	%		11.85	%		11.93	%		11.87	%		12.14	%
Common equity Tier 1 capital ratio		13.74	%		14.78	%		15.08	%		14.92	%		15.43	%
Tangible common equity		11.07	%		10.94	%		10.98	%		11.16	%		11.45	%

_______________
⁽¹⁾Refer to Appendix for reconciliation of non-GAAP measures.
⁽²⁾Annualized.

HISTORICAL FINANCIAL HIGHLIGHTS – Unaudited (Continued)
	Quarter Ended
(in thousands, except per share data)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
Composition of Loans:
Commercial real estate, non owner-occupied	$	471,329		$	403,487		$	397,080		$	377,224		$	351,116
Commercial real estate, owner-occupied		440,026			351,462			319,370			330,840			307,911
Residential real estate		688,552			623,684			601,312			577,112			573,104
Construction real estate		321,252			301,909			294,489			290,016			290,108
Commercial and industrial		554,550			271,811			255,686			254,577			239,208
Lender finance		28,574			29,546			33,294			13,484			11,085
Business equity lines of credit		3,090			2,663			2,989			14,768			14,117
Credit card, net of reserve⁽³⁾		127,766			127,098			122,217			111,898			123,331
Other consumer loans		2,089			2,045			1,930			738			950
Portfolio loans receivable	$	2,637,228		$	2,113,705		$	2,028,367		$	1,970,657		$	1,910,930
Deferred origination fees, net		(7,065	)		(6,183	)		(6,779	)		(6,132	)		(7,642	)
Portfolio loans receivable, net	$	2,630,163		$	2,107,522		$	2,021,588		$	1,964,525		$	1,903,288

Composition of Deposits:
Noninterest-bearing	$	810,928		$	718,120		$	684,574		$	665,812		$	617,373
Interest-bearing demand		238,881			266,493			266,070			193,963			199,308
Savings		13,488			3,763			4,270			4,525			5,211
Money markets		816,708			686,526			672,455			678,435			663,129
Customer time deposits		548,901			358,300			317,911			302,319			268,619
Brokered time deposits		333,033			153,022			155,148			160,641			142,356
Total deposits	$	2,761,939		$	2,186,224		$	2,100,428		$	2,005,695		$	1,895,996

Capital Bank Home Loan Metrics:
Origination of loans held for sale	$	89,998		$	74,690		$	82,363		$	52,080		$	45,152
Mortgage loans sold		77,399			67,296			66,417			40,377			34,140
Gain on sale of loans		1,897			1,644			1,732			1,238			1,015
Purchase volume as a % of originations		90.42	%		90.98	%		96.48	%		97.83	%		89.99	%
Gain on sale as a % of loans sold⁽⁴⁾		2.45	%		2.44	%		2.61	%		3.07	%		2.97	%
Mortgage commissions	$	620		$	598		$	582		$	490		$	465

OpenSky^™Portfolio Metrics:
Open customer accounts		552,566			548,952			537,734			526,950			525,314
Secured credit card loans, gross	$	87,226		$	89,641		$	90,961		$	85,663		$	95,300
Unsecured credit card loans, gross		42,430			39,730			33,560			28,508			30,817
Noninterest secured credit card deposits		166,355			170,750			173,499			171,771			173,857

_______________
⁽³⁾Credit card loans are presented net of reserve for interest and fees.
⁽⁴⁾Gain on sale percentage is calculated as gain on sale of loans divided by mortgage loans sold.

Appendix

Reconciliation of Non-GAAP Measures

The Company has presented the following non-GAAP (U.S. Generally Accepted Accounting Principles) financial measures because it believes that these measures provide useful and comparative information to assess trends in the Company’s results of operations and financial condition. Presentation of these non-GAAP financial measures is consistent with how the Company evaluates its performance internally and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Company’s industry. Investors should recognize that the Company’s presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures and the Company strongly encourages a review of its condensed consolidated financial statements in their entirety.

Earnings Metrics, as Adjusted	Quarter Ended
(in thousands, except per share data)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Net Income	$	7,533		$	8,672		$	8,205		$	6,562		$	9,030
Add: Merger-Related Expenses, net of tax		2,151			557			62			538			—
Add: Non-recurring equity and debt investment write-down		2,620			—			—			—			—
Add: IFH ACL Provision, net of tax		3,169			—			—			—			—
Net Income, as Adjusted	$	15,473		$	9,229		$	8,267		$	7,100		$	9,030

Weighted Average Common Shares – Diluted		16,729			13,951			13,895			13,919			13,989
Earnings per Share – Diluted	$	0.45		$	0.62		$	0.59		$	0.47		$	0.65
Earnings per Share – Diluted, as Adjusted	$	0.92		$	0.66		$	0.59		$	0.51		$	0.65

Average Assets	$	3,120,107		$	2,437,870		$	2,353,868		$	2,299,234		$	2,202,479
Return on Average Assets⁽¹⁾		0.96	%		1.42	%		1.40	%		1.15	%		1.63	%
Return on Average Assets, as Adjusted⁽¹⁾		1.97	%		1.51	%		1.41	%		1.24	%		1.63	%

Average Equity	$	352,537		$	274,087		$	263,425		$	258,892		$	248,035
Return on Average Equity⁽¹⁾		8.50	%		12.59	%		12.53	%		10.19	%		14.44	%
Return on Average Equity, as Adjusted⁽¹⁾		17.46	%		13.40	%		12.62	%		11.03	%		14.44	%

Net Interest Income (a)	$	44,327		$	38,354		$	37,057		$	35,008		$	34,889
Noninterest Income		11,913			6,635			6,890			5,972			5,936
Total Revenue	$	56,240		$	44,989		$	43,947		$	40,980		$	40,825
Noninterest Expense	$	37,514		$	29,725		$	29,493		$	29,487		$	26,907
Efficiency Ratio⁽²⁾		66.70	%		66.07	%		67.11	%		71.95	%		65.91	%

Noninterest Income	$	11,913		$	6,635		$	6,890		$	5,972		$	5,936
Add: Non-recurring equity and debt investment write-down		2,620			—			—			—			—
Noninterest Income, as Adjusted (b)	$	14,533		$	6,635		$	6,890		$	5,972		$	5,936
Total Revenue, as Adjusted (a) + (b)	$	58,860		$	44,989		$	43,947		$	40,980		$	40,825

Noninterest Expense	$	37,514		$	29,725		$	29,493		$	29,487		$	26,907
Less: Merger-Related Expenses		2,615			520			83			712			—
Noninterest Expense, as Adjusted	$	34,899		$	29,205		$	29,410		$	28,775		$	26,907
Efficiency Ratio, as Adjusted⁽²⁾		59.29	%		64.92	%		66.92	%		70.22	%		65.91	%

_______________
⁽¹⁾Annualized.
⁽²⁾The efficiency ratio is calculated by dividing noninterest expense by total revenue (net interest income plus noninterest income).

Earnings Metrics, as Adjusted	Year Ended
(in thousands, except per share data)	December 31, 2024			December 31, 2023

Net Income	$	30,972		$	35,871
Add: Merger-Related Expenses, net of tax		3,308			—
Add: Non-recurring equity and debt investment write-down		2,620			—
Add: IFH ACL Provision, net of tax		3,169			—
Net Income, as Adjusted	$	40,069		$	35,871

Weighted average common shares – Diluted		14,660			14,081
Earnings per share – Diluted	$	2.11		$	2.55
Earnings per share – Diluted, as Adjusted	$	2.73		$	2.55

Average Assets	$	2,554,049		$	2,188,299
Return on Average Assets⁽¹⁾		1.21	%		1.64	%
Return on Average Assets, as Adjusted⁽¹⁾		1.57	%		1.64	%

Average Equity	$	287,420		$	240,519
Return on Average Equity⁽¹⁾		10.78	%		14.91	%
Return on Average Equity, as Adjusted⁽¹⁾		13.94	%		14.91	%

Net Interest Income (a)	$	154,746		$	141,526
Noninterest Income		31,410			24,975
Total Revenue	$	186,156		$	166,501
Noninterest Expense	$	126,219		$	110,767
Efficiency Ratio⁽²⁾		67.80	%		66.53	%

Noninterest Income	$	31,410		$	24,975
Add: Non-recurring equity and debt investment write-down		2,620			—
Noninterest Income, as Adjusted (b)	$	34,030		$	24,975
Total Revenue, as Adjusted (a) + (b)	$	188,776		$	166,501

Noninterest Expense	$	126,219		$	110,767
Less: Merger-Related Expenses		3,930			—
Noninterest Expense, as Adjusted	$	122,289		$	110,767
Efficiency Ratio, as Adjusted⁽²⁾		64.78	%		66.53	%

_______________
⁽¹⁾Annualized.
⁽²⁾The efficiency ratio is calculated by dividing noninterest expense by total revenue (net interest income plus noninterest income).

Net Interest Margin, as Adjusted	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Net Interest Income	$	44,327		$	38,354		$	37,057		$	35,008		$	34,889
Less: Credit Card Loan Income		15,022			15,137			15,205			14,457			14,677
Net Interest Income, as Adjusted	$	29,305		$	23,217		$	21,852		$	20,551		$	20,212
Average Interest Earning Assets		3,003,081			2,380,946			2,307,070			2,254,663			2,162,459
Less: Average Credit Card Loans		120,993			119,458			111,288			110,483			114,551
Total Average Interest Earning Assets, as Adjusted	$	2,882,088		$	2,261,488		$	2,195,782		$	2,144,180		$	2,047,908
Net Interest Margin, as Adjusted		4.05	%		4.08	%		4.00	%		3.85	%		3.92	%


Net Interest Margin, as Adjusted	Year Ended
(in thousands)	December 31, 2024			December 31, 2023

Net Interest Income	$	154,746		$	141,526
Less: Credit Card Loan Income		59,821			61,096
Net Interest Income, as Adjusted	$	94,925		$	80,430
Average Interest Earning Assets		2,487,607			2,145,209
Less: Average Credit Card Loans		115,581			114,450
Total Average Interest Earning Assets, as Adjusted	$	2,372,026		$	2,030,759
Net Interest Margin, as Adjusted		4.00	%		3.96	%

Portfolio Loans Receivable Yield, as Adjusted	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Portfolio Loans Receivable Interest Income	$	58,409		$	49,886		$	48,143		$	45,908		$	45,026
Less: Credit Card Loan Income		15,022			15,137			15,205			14,457			14,677
Portfolio Loans Receivable Interest Income, as Adjusted	$	43,387		$	34,749		$	32,938		$	31,451		$	30,349
Average Portfolio Loans Receivable		2,592,960			2,053,619			1,992,630			1,927,372			1,863,298
Less: Average Credit Card Loans		120,993			119,458			111,288			110,483			114,551
Total Average Portfolio Loans Receivable, as Adjusted	$	2,471,967		$	1,934,161		$	1,881,342		$	1,816,889		$	1,748,747
Portfolio Loans Receivable Yield, as Adjusted		6.98	%		7.15	%		7.04	%		6.96	%		6.89	%


Portfolio Loans Receivable Yield, as Adjusted	Year Ended
(in thousands)	December 31, 2024			December 31, 2023

Portfolio Loans Receivable Interest Income	$	202,346		$	174,378
Less: Credit Card Loan Income		59,821			61,096
Portfolio Loans Receivable Interest Income, as Adjusted	$	142,525		$	113,282
Average Portfolio Loans Receivable		2,142,638			1,816,968
Less: Average Credit Card Loans		115,581			114,450
Total Average Portfolio Loans Receivable, as Adjusted	$	2,027,057		$	1,702,518
Portfolio Loans Receivable Yield, as Adjusted		7.03	%		6.65	%

Pre-tax, Pre-Provision Net Revenue (“PPNR”)	Quarter Ended
(in thousands)	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023

Net Income	$	7,533	$	8,672	$	8,205	$	6,562	$	9,030
Add: Income Tax Expense		3,243		2,827		2,728		2,062		2,186
Add: Provision for Credit Losses		7,828		3,748		3,417		2,727		2,808
Add: Provision for (Release of) Credit Losses on Unfunded Commitments		122		17		104		142		(106	)
Pre-tax, Pre-Provision Net Revenue (“PPNR”)	$	18,726	$	15,264	$	14,454	$	11,493	$	13,918


Pre-tax, Pre-Provision Net Revenue (“PPNR”)	Year Ended
(in thousands)	December 31, 2024		December 31, 2023

Net Income	$	30,972	$	35,871
Add: Income Tax Expense		10,860		10,354
Add: Provision for Credit Losses		17,720		9,610
Add: Provision for (Release of) Credit Losses on Unfunded Commitments		385		(101	)
Pre-tax, Pre-Provision Net Revenue (“PPNR”)	$	59,937	$	55,734

PPNR, as Adjusted	Quarter Ended
(in thousands)	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023

Net Income	$	7,533	$	8,672	$	8,205	$	6,562	$	9,030
Add: Income Tax Expense		3,243		2,827		2,728		2,062		2,186
Add: Provision for Credit Losses		7,828		3,748		3,417		2,727		2,808
Add: Provision for (Release of) Credit Losses on Unfunded Commitments		122		17		104		142		(106	)
Add: Merger-Related Expenses		2,615		520		83		712		—
Add: Non-recurring equity and debt investment write-down		2,620		—		—		—		—
PPNR, as Adjusted	$	23,961	$	15,784	$	14,537	$	12,205	$	13,918


PPNR, as Adjusted	Year Ended
(in thousands)	December 31, 2024		December 31, 2023

Net Income	$	30,972	$	35,871
Add: Income Tax Expense		10,860		10,354
Add: Provision for Credit Losses		17,720		9,610
Add: Provision for (Release of) Credit Losses on Unfunded Commitments		385		(101	)
Add: Merger-Related Expenses		3,930		—
Add: Non-recurring equity and debt investment write-down		2,620		—
PPNR, as Adjusted	$	66,487	$	55,734

Allowance for Credit Losses to Total Portfolio Loans	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Allowance for Credit Losses	$	48,652		$	31,925		$	30,832		$	29,350		$	28,610
Total Portfolio Loans		2,630,163			2,107,522			2,021,588			1,964,525			1,903,288
Allowance for Credit Losses to Total Portfolio Loans		1.85	%		1.51	%		1.53	%		1.49	%		1.50	%

Nonperforming Assets to Total Assets	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Total Nonperforming Assets	$	30,241		$	15,460		$	14,053		$	14,361		$	16,042
Total Assets		3,206,911			2,560,788			2,438,583			2,324,238			2,226,176
Nonperforming Assets to Total Assets		0.94	%		0.60	%		0.58	%		0.62	%		0.72	%

Nonperforming Loans to Total Portfolio Loans	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Total Nonperforming Loans	$	30,241		$	15,460		$	14,053		$	14,361		$	16,042
Total Portfolio Loans		2,630,163			2,107,522			2,021,588			1,964,525			1,903,288
Nonperforming Loans to Total Portfolio Loans		1.15	%		0.73	%		0.70	%		0.73	%		0.84	%

Net Charge-Offs to Average Portfolio Loans	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Total Net Charge-Offs	$	2,427		$	2,655		$	1,935		$	1,987		$	2,477
Total Average Portfolio Loans		2,592,960			2,053,619			1,992,630			1,927,372			1,863,298
Net Charge-Offs to Average Portfolio Loans, Annualized		0.37	%		0.51	%		0.39	%		0.41	%		0.53	%

Net Charge-offs to Average Portfolio Loans	Year Ended
(in thousands)	December 31, 2024			December 31, 2023

Total Net Charge-Offs	$	9,004		$	8,473
Total Average Portfolio Loans		2,142,638			1,816,968
Net Charge-Offs to Average Portfolio Loans, Annualized		0.42	%		0.47	%

Tangible Book Value per Share	Quarter Ended
(in thousands, except share and per share data)	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023

Total Stockholders’ Equity	$	355,139	$	280,111	$	267,854	$	259,465	$	254,860
Less: Preferred Equity		—		—		—		—		—
Less: Intangible Assets		42,454		—		—		—		—
Tangible Common Equity	$	312,685	$	280,111	$	267,854	$	259,465	$	254,860
Period End Shares Outstanding		16,662,405		13,917,891		13,910,467		13,889,563		13,922,532
Tangible Book Value per Share	$	18.77	$	20.13	$	19.26	$	18.68	$	18.31

Return on Average Tangible Common Equity	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Net Income	$	7,533		$	8,672		$	8,205		$	6,562		$	9,030
Add: Intangible Amortization, Net of Tax		198			—			—			—			—
Net Tangible Income	$	7,731		$	8,672		$	8,205		$	6,562		$	9,030
Average Equity		352,537			274,087			263,425			258,892			248,035
Less: Average Intangible Assets		27,653			—			—			—			—
Net Average Tangible Common Equity	$	324,884		$	274,087		$	263,425		$	258,892		$	248,035
Return on Average Equity		8.50	%		12.59	%		12.53	%		10.19	%		14.44	%
Return on Average Tangible Common Equity		9.47	%		12.59	%		12.53	%		10.19	%		14.44	%

Core Return on Average Tangible Common Equity	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Net Income, as Adjusted	$	15,473		$	9,229		$	8,267		$	7,100		$	9,030
Add: Intangible Amortization, Net of Tax		198			—			—			—			—
Net Tangible Income, as Adjusted	$	15,671		$	9,229		$	8,267		$	7,100		$	9,030
Core Return on Average Equity, as Adjusted		17.68	%		13.40	%		12.62	%		11.03	%		14.44	%
Core Return on Average Tangible Common Equity, as Adjusted		19.19	%		13.40	%		12.62	%		11.03	%		14.44	%

ABOUT CAPITAL BANCORP, INC.

Capital Bancorp, Inc., Rockville, Maryland is a registered bank holding company incorporated under the laws of Maryland. Capital Bancorp has been providing financial services since 1999 and now operates bank branches in six locations in the greater Washington, D.C. and Baltimore, Maryland markets, one bank branch in Fort Lauderdale, Florida and one bank branch in Chicago, Illinois. Capital Bancorp had assets of approximately $3.2 billion at December 31, 2024 and its common stock is traded in the NASDAQ Global Market under the symbol “CBNK.” More information can be found at the Company’s website www.CapitalBankMD.com under its investor relations page.

FORWARD-LOOKING STATEMENTS

This earnings release contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. Any statements about our management’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “optimistic,” “intends” and similar words or phrases. Any or all of the forward-looking statements in this earnings release may turn out to be inaccurate. The inclusion of forward-looking information in this earnings release should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in such forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not a guarantee of future performance and that actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors. For details on some of the factors that could affect these expectations, see risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K and other periodic and current reports filed with the Securities and Exchange Commission.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; geopolitical concerns, including the ongoing wars in Ukraine and in the Middle East; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System; inflation/deflation, interest rate, market, and monetary fluctuations; volatility and disruptions in global capital and credit markets; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services; the impact of changes in financial services policies, laws, and regulations, including those concerning taxes, banking, securities, and insurance, and the application thereof by regulatory bodies; cybersecurity threats and the cost of defending against them, including the costs of compliance with potential legislation to combat cybersecurity at a state, national, or global level; climate change, including any enhanced regulatory, compliance, credit and reputational risks and costs; the expected cost savings, synergies and other financial benefits from the acquisition of IFH or any other acquisition the Company has made or may make might not be realized within the expected time frames or at all; the effect of acquisitions we have made or may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions, and/or the failure to effectively integrate an acquisition target into our operations; and other factors that may affect our future results.

These forward-looking statements are made as of the date of this communication, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by law.

FINANCIAL CONTACT: Dominic Canuso (301) 468-8848 x1403

MEDIA CONTACT: Ed Barry (240) 283-1912

WEB SITE: www.CapitalBankMD.com

The MIL Network –

January 28, 2025

MIL-OSI: Stolt-Nielsen to Purchase Shareholding in Avenir LNG Limited

Source: GlobeNewswire (MIL-OSI)

London, 27 January 2025 – Stolt-Nielsen Limited (Oslo Børs: SNI), through its subsidiary Stolt-Nielsen Gas Ltd., has today announced that it has entered into a share purchase agreement to acquire all the shares of Avenir LNG Limited (‘Avenir LNG’) owned by Golar LNG Limited and Aequitas Limited (the ’Transaction’).

The Transaction is expected to be completed during the first quarter of 2025 (subject to fulfilment of the conditions to closing under the share purchase agreement). Upon completion, Stolt-Nielsen Gas Ltd. will control approximately 94.37% of the outstanding shares and votes in Avenir LNG.

Avenir LNG is an industry leader in small-scale liquefied natural gas (LNG) supply and is focused on supporting the marine energy transition through one of the largest fleets of small-scale LNG vessels. Avenir LNG owns and operates a fleet of five modern small-scale LNG bunkering vessels, with two newbuildings under construction.

Commenting on the transaction, Udo Lange, CEO, Stolt-Nielsen Limited said: “I am very pleased to announce this increased investment in Avenir LNG. This strategic move not only strengthens our position in the LNG sector but also underscores our commitment to pursuing more sustainable energy solutions for the maritime, industrial, and power generation markets. I am excited about the possibilities ahead and confident that this partnership will propel us into new avenues of growth and impact.”

Jonathan Quinn, Managing Director Avenir LNG, added: “Today marks an exciting new chapter for Avenir LNG as we continue to execute our strategy to become the leading small-scale LNG shipping and trading company. On behalf of the entire team at Avenir LNG, I wish to extend my thanks to the founding shareholders whose support and guidance has been instrumental in positioning Avenir LNG at the forefront of the marine energy transition since we launched in October 2018. With the increased support from Stolt-Nielsen Limited, Avenir LNG is well positioned to act dynamically as we pursue our growth strategy in this burgeoning market.”

Subject to completion of the Transaction, Stolt-Nielsen Gas Ltd. intends to offer to buy the shares of all remaining shareholders in Avenir LNG. Further information about the offer (if launched) will be published on Avenir LNG’s ticker ‘AVENIR’ on Euronext NOTC.

DNB Markets, a part of DNB Bank ASA, is acting as financial advisor to Stolt-Nielsen Limited.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Avenir LNG Limited, at the date and time as set out above.

The MIL Network –

January 28, 2025

MIL-OSI USA: NCDIT Emphasizes the Importance of Protecting Personal Information During Data Privacy Week

Source: US State of North Carolina

Headline: NCDIT Emphasizes the Importance of Protecting Personal Information During Data Privacy Week

NCDIT Emphasizes the Importance of Protecting Personal Information During Data Privacy Week
jrchonillo
Mon, 01/27/2025 – 14:54

The N.C. Department of Information Technology is joining others from around the world Jan. 27-31 to recognize Data Privacy Week. This annual initiative focuses on building privacy awareness and empowering individuals and organizations to respect privacy, protect data and strengthen public trust.

“Because we lead much of our lives online, we leave a detailed digital trail. To protect ourselves, we must protect our data,” said Governor Josh Stein. “Reviewing privacy settings, disabling unnecessary location services, and paying close attention to what and where we reveal our personal information online are all good ways to limit who has access to our data.”

Identifying information collected online may be stored indefinitely and used to customize your experience or track your activity. Some companies may match it with other data to create a profile for you or sell your information. These profiles may contain information about your habits, interests, buying patterns and health.

“With increasing connectivity and the rise of artificial intelligence and generative AI, protecting our personal information is more critical than ever,” said NCDIT Secretary and State Chief Information Officer Teena Piccione. “Remember a few key steps to safeguard your personal information like strong, unique passwords, two-factor authentication and careful review of each suspicious email, text or link prior to clicking that might try to trick you into revealing personal information.”

Here are some additional tips to help protect data privacy:

Review and manage privacy settings. Each device, application or browser has different features to limit how and with whom data is shared. It is important to check these regularly and adjust them as needed. You can use these direct links to update settings on popular devices and online services.
Streamline your online presence. Delete inactive accounts and apps you do not use. They may still be collecting and sending data. Disable tracking and turn off location services when you are not using them. Keep all software, operating systems and apps that you do use up to date.
Read the fine print. Read the privacy policy and terms of use for any application you plan to use. Be thoughtful about who is allowed access to your personal information. Make sure you understand and agree with how your information will be used.
Share with care. Think before posting information about yourself or others. Consider what the post reveals, who might see it and how it could be perceived now and in the future. Remember that information you post online may never fully be removed, and social media privacy settings may not stop your posts from being shared by others. Never share personal information that you use for security purposes, such as your date of birth or the name of your first pet or teacher, in online quizzes.
Be intelligent about artificial intelligence. While AI can be a helpful tool, it is important to remember that AI systems learn from user inputs. You should not share any personal or financial information, sensitive personal data from your workplace or intellectual property with publicly available AI.

“It’s important to understand how to protect our own data, respect the privacy of others and minimize the amount of sensitive data we share because it may be used for unintended purposes,” said Cherie Givens, the state’s chief privacy officer.

The Office of Privacy and Data Protection leads North Carolina’s privacy program and provides privacy guidance, services, resources and training to state agencies. The office works to embed a culture of privacy, data protection and transparency across state government and ensure that sensitive information entrusted to the state by residents, businesses and visitors is used for its intended purposes and remains protected.

NCDIT will be sharing privacy tips and resources throughout the week on social media using the hashtag #DataPrivacyWeek. For more information and other helpful links, visit it.nc.gov/privacy.

Jan 27, 2025

MIL OSI USA News –

January 28, 2025

MIL-OSI USA: State of Colorado and United Kingdom Sign Agreement to Foster Trade and Investment

Source: US State of Colorado

DENVER – Today, Colorado Governor Jared Polis and British Consul General Richard Hyde signed a Memorandum of Understanding (MOU) between Colorado and the United Kingdom (U.K.) to foster cooperation on economic relations, trade, and investment. This exciting new partnership will develop and promote shared opportunities between Colorado and the U.K. in clean energy, climate smart agriculture, quantum technologies, space technology, tourism, and artificial intelligence – all important economic drivers for both economies.

“In Colorado we are focused on saving people money and increasing affordability. Solidifying and strengthening our long-standing relationship with the United Kingdom helps create more pathways for investments into Colorado businesses, expands good jobs in Colorado’s key economic sectors, and establishes a strong and lasting trade partnership with our friends in the U.K.,” said Governor Polis.

“This agreement marks a great step forward in our trade relationship with Colorado. We’re unlocking investment for businesses, creating new job opportunities and strengthening the bonds of friendship and cooperation between the U.K. and Colorado,” said Consul General Hyde.

The Governor welcomed Consul General Hyde at the Colorado State Capitol in Denver for a bilateral meeting and MoU signing ceremony. Following the signing, the State of Colorado and the U.K. will form a steering committee to oversee the implementation of the partnership, which will highlight opportunities to reduce barriers to trade and investment between the two regions and elevate new business development opportunities.

The MoU builds on a strong economic partnership between the two regions. In 2023, Colorado exported $214 million in goods to the U.K., while importing $260 million. The U.K. is also Colorado’s number one source of foreign investment. Over the last five years, British companies invested $1.5 billion in capital expenditures and provided an estimated 19,400 jobs in Colorado. Also over the last five years, Colorado companies invested an estimated $1.3 billion in capital expenditure and created an estimated 3,765 jobs in the U.K.

The state also routinely welcomes British business delegations interested in Colorado’s business ecosystem in areas such as aerospace, agriculture, quantum technology, and renewable energy. Additionally, the British Government keeps an office in Denver to facilitate trade and investment. The Colorado Department of Agriculture, the Colorado Department of Health and Environment, the Colorado Energy Office (CEO) and the Colorado Office of Economic Development and International Trade (OEDIT) supported the development of the MoU.

“The U.K is a top economic partner for Colorado. We are thrilled to strengthen this relationship and work together to identify new trade and investment opportunities that benefit Colorado businesses and create jobs in some of our state’s leading industries, including clean energy, quantum, space technology and tourism,” said Eve Lieberman, OEDIT Executive Director.

“Colorado and agricultural organizations in the UK have many shared goals and areas of common interest. From research opportunities to climate smart initiatives, and from helping small businesses to co-manufacturing collaboration, we look forward to continuing our close relationship that this signing has memorialized,” said Colorado Commissioner of Agriculture Kate Greenberg.

“International partnerships such as this are essential to ensure the quick and affordable adoption of clean energy technologies to achieve global climate goals. As Colorado moves closer to achieving our own state goals of 100% clean energy by 2040 and net-zero emissions by 2050, we are pleased to collaborate with our U.K. partners to share lessons learned and help advance the market for clean energy around the world,” said CEO Executive Director Will Toor.

“This agreement underscores the critical importance of international collaboration in addressing shared challenges like climate change and advancing public health initiatives. By partnering with the U.K., Colorado is poised to leverage innovative solutions in clean energy, climate-smart agriculture, and technology to create healthier communities and a more sustainable future. We are excited to support this partnership and look forward to the opportunities it will bring for both our state and global progress,” said Jill Hunsaker Ryan, Executive Director of CDPHE:

About OEDIT’s Global Business Development Division

Global Business Development (GBD) is a division of the Colorado Office of Economic Development and International Trade. GBD supports Colorado businesses and communities by using a data-driven approach to recruit, support, and retain businesses that contribute to a robust and diversified economy. We align our portfolio of programs, services, and incentives with industries that benefit Colorado companies and elevate the state’s national and international competitiveness. GBD also hosts foreign delegations and participates in trade and investment missions around the world to strengthen global awareness of Colorado. With a highly educated and motivated workforce, a thriving innovation economy, and nation-leading entrepreneurial spirit, Colorado is a top market for business development.

About the Colorado Office of Economic Development and International Trade

The Colorado Office of Economic Development and International Trade (OEDIT) works to empower all to thrive in Colorado’s economy. Under the leadership of the Governor and in collaboration with economic development partners across the state, we foster a thriving business environment through funding and financial programs, training, consulting and informational resources across industries and regions. We promote economic growth and long-term job creation by recruiting, retaining, and expanding Colorado businesses and providing programs that support entrepreneurs and businesses of all sizes at every stage of growth. Our goal is to protect what makes our state a great place to live, work, start a business, raise a family, visit and retire—and make it accessible to everyone. Learn more about OEDIT.

###

MIL OSI USA News –

January 28, 2025

MIL-OSI: Norwood Financial Corp announces Fourth Quarter and Full Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

Quarterly Highlights:

Net interest margin increased 5 basis points vs. the prior quarter and 11 basis points over the prior year.
Loans grew at an 9% annualized rate during the fourth quarter.
Completed capital raise that supports our long-term strategy and repositions our investment portfolio to improve our yield on the portfolio.
Capital continues to improve due to recent equity offering and lower AOCI adjustment.

HONESDALE, Pa., Jan. 27, 2025 (GLOBE NEWSWIRE) — Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced results for the three months and fiscal year ended December 31, 2024.

Jim Donnelly, President and Chief Executive Officer of Norwood Financial Corp and Wayne Bank, stated, “During the fourth quarter, we successfully completed a capital raise that enabled us to reposition our investment portfolio for improved yields on the portfolio in future periods. While we incurred a one-time $20 million loss as a result of this repositioning, we believe the portfolio is better positioned for the current and future interest rate environment. Excluding this loss, we performed well during the fourth quarter, delivering higher net interest income year-over-year for both the fourth quarter and the full year. As a result of these actions, we believe the Company is financially stronger and better protected from changes in interest rates and will enhance our future performance.”

Selected Financial Highlights

(dollars in thousands, except per share data)	Three Months Ended					Twelve Months Ended
	December 31, 2024					December 31, 2024
	2024		2023	Change		2024		2023	Change
Net interest income	16,625		15,293	1,332		62,191		62,067	124
Net interest spread (fte)	2.31%		2.23%	8 bps		2.17%		2.47%	(30 bps	)
Net interest margin (fte)	3.04%		2.93%	11 bps		2.91%		3.06%	(15 bps	)
Net income (loss)	(12,651	)	355	(13,006	)	(160	)	16,759	(16,919	)
Diluted earnings per share	(1.54	)	0.04	(1.41	)	(0.02	)	2.07	(2.09	)
Return on average assets	(2.19%	)	0.06%	(225 bps	)	-0.01%		0.79%	(80 bps	)
Return on tangible equity	(30.77%	)	1.01%	(3,178 bps	)	(0.10%	)	11.66%	(1,167 bps	)
Discussion of financial results for the three months ended December 31, 2024: The Company has a net loss of $12.7 million for the three months ended December 31, 2024. This was $13 million lower than the same period last year due one-time $20 million loss incurred on the sale of securities during December. Net interest income was higher during the fourth quarter of 2024 than 2023 as increases in asset yields outpaced increases in yields on liabilities. Correspondingly, the net interest margin in the fourth quarter was 3.04% in 2024 compared to 2.93% in 2023. Discussion of financial results for the year ended December 31, 2024: The Company posted a had a net loss of $160 thousand, or -$0.02 per diluted share, for the full-fiscal year ended year December 31, 2024 compared to net income of $16.8 million, or $2.07 per diluted share, for the fiscal year ended December in31. 2023. This loss was primarily due to a one-time $20 million loss incurred on the sale of securities during December 2024. The full-year net interest margin was 2.91% in 2024 versus 3.06% in 2023. Deposit costs were higher in 2024, especially in the earlier part of the year, before the Federal Reserve began to cut rates. Total non-interest expenses for 2024 were $48.6 million compared to $43.5 million in 2023. The increase was generally due to higher compensation and data processing costs. Adjusted net income for the year was lower as higher net interest income and total other income was more than offset by an increase in total other expenses. As of December 31, 2024, total assets were $2.317 billion, compared to $2.201 billion at December 31, 2023. Loans receivable were $1.693 billion, total deposits were $1.859 billion, and stockholders’ equity was $213.5 million. Tangible Common Equity was 8.05% as of December 31, 2024, versus 6.98% at the end of 2023.
The following non-GAAP financial measures exclude the one-time $20.0 million net realized loss incurred in the fourth quarter as a result of the repositioning of our investment portfolio. Please see “Non-GAAP Financial Measures” below for a reconciliation of all non-GAAP financial measures.
(dollars in thousands, except per share data)	Three Months Ended					Twelve Months Ended
	December 31, 2024					December 31, 2024
	2024		2023	Change		2024		2023	Change
Adjusted net income	3,119		355	2,764		15,610		16,759	(1,149	)
Adjusted diluted earnings per share	0.38		0.04	0.34		1.93		2.07	(0.14	)
Adjusted return on average assets	0.54%		0.06%	48 bps		0.69%		0.79%	(10 bps	)
Adjusted return on tangible equity	7.59%		1.01%	654 bps		9.97%		11.66%	(169 bps	)

Norwood Financial Corp is the parent company of Wayne Bank, which operates from 16 offices throughout Northeastern Pennsylvania and 14 offices in 4 Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Company’s stock trades on the Nasdaq Global Market under the symbol “NWFL”.

Non-GAAP Financial Measures

This release references adjusted net income, adjusted diluted earnings per share, adjusted return on average assets and adjusted return on tangible equity, all of which are non-GAAP (Generally Accepted Accounting Principles) financial measures. Adjusted values were derived by reversing the effect of loss on sale of securities in 2024 along with the attendant tax effect. We believe the presentation of adjusted net income, adjusted diluted earnings per share, adjusted return on average assets and adjusted return on tangible equity ensures comparability of these measures as the portfolio restructuring is not something the Company expects to be a recurring event.


Adjusted Return on Average Assets
(Dollars in thousands)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Net (loss) income	$	(12,651	)	$	355		$	(160	)	$	16,759
Average assets		2,299,732			2,166,821			2,250,171			2,128,570
Return on average assets (annualized)		-2.19	%		0.06	%		-0.01	%		0.79	%
Net (loss) income		(12,651	)		355			(160	)		16,759
Net realized losses on sale of securities		19,962			0			19,962			0
Tax effect at 21%		(4,192	)		0			(4,192	)		0
Adjusted Net Income (Non-GAAP)		3,119			355			15,610			16,759
Average assets		2,299,732			2,166,821			2,250,171			2,128,570
Adjusted return on average assets (annualized)
(Non-GAAP)		0.54	%		0.06	%		0.69	%		0.79	%


Adjusted Return on Average Tangible Shareholders’ Equity
(Dollars in thousands)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Net (loss) income	$	(12,651	)	$	355		$	(160	)	$	16,759
Average shareholders’ equity		192,981			168,317			185,952			173,273
Average intangible assets		29,424			29,495			29,449			29,526
Average tangible shareholders’ equity		163,557			138,822			156,503			143,747
Return on average tangible shareholders’ equity (annualized)		-30.77	%		1.01	%		-0.10	%		11.66	%
Net (loss) income		(12,651	)		355			(160	)		16,759
Net realized losses on sale of securities		19,962			0			19,962			0
Tax effect at 21%		(4,192	)		0			(4,192	)		0
Adjusted Net Income (Non-GAAP)		3,119			355			15,610			16,759
Average tangible shareholders’ equity		163,557			138,822			156,503			143,747
Adjusted return on average shareholders’ equity (annualized)
(Non-GAAP)		7.59	%		1.01	%		9.97	%		11.66	%


Adjusted Earnings Per Share
(Dollars in thousands)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
GAAP-Based Earnings Per Share, Basic	$	(1.54	)	$	0.04		$	(0.02	)	$	2.08
GAAP-Based Earnings Per Share, Diluted	$	(1.54	)	$	0.04		$	(0.02	)	$	2.07
Net (Loss) Income		(12,651	)		355			(160	)		16,759
Net realized losses on sale of securities		19,962			0			19,962			0
Tax effect at 21%		(4,192	)		0			(4,192	)		0
Adjusted Net Income (Non-GAAP)		3,119			355			15,610			16,759
Adjusted Earnings per Share, Basic (Non-GAAP)	$	0.38		$	0.04		$	1.93		$	2.08
Adjusted Earnings per Share, Diluted (Non-GAAP)	$	0.38		$	0.04		$	1.93		$	2.07

The following table reconciles average equity to average tangible equity:

Tangible Book Value
(Dollars in thousands)

	December 31,
		2024		2023
Total shareholders’ equity		213,508		181,070
Adjustments:
Goodwill		(29,266	)	(29,266	)
Other intangible assets		(152	)	(221	)
Tangible common equity (Non-GAAP)		184,090		151,583
Common shares outstanding		9,272,906		8,110,157
Book value per common share		23.02		22.33
Tangible book value per common share (Non-GAAP)		19.85		18.69

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, “bode”, “future performance” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include, among other things, changes in federal and state laws, changes in interest rates, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs, demand for real estate, government fiscal and trade policies, cybersecurity and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contact:	John M. McCaffery
	Executive Vice President &
	Chief Financial Officer
	NORWOOD FINANCIAL CORP
	272-304-3003
	www.waynebank.com


NORWOOD FINANCIAL CORP
Consolidated Balance Sheets
(dollars in thousands, except share and per share data)
(unaudited)
		December 31
		2024			2023
ASSETS
Cash and due from banks	$	27,562		$	28,533
Interest-bearing deposits with banks		44,777			37,587
Cash and cash equivalents		72,339			66,120

Securities available for sale		397,846			406,259
Loans receivable		1,713,638			1,603,618
Less: Allowance for credit losses		19,843			18,968
Net loans receivable		1,693,795			1,584,650
Regulatory stock, at cost		13,366			7,318
Bank premises and equipment, net		19,657			17,838
Bank owned life insurance		46,657			46,439
Foreclosed real estate owned		–			97
Accrued interest receivable		8,466			8,123
Deferred tax assets, net		17,696			21,353
Goodwill		29,266			29,266
Other intangible assets		152			221
Other assets		18,222			13,395
TOTAL ASSETS	$	2,317,462		$	2,201,079

LIABILITIES
Deposits:
Non-interest bearing demand	$	381,479		$	399,545
Interest-bearing		1,477,684			1,395,614
Total deposits		1,859,163			1,795,159
Short-term borrowings		113,069			74,076
Other borrowings		101,793			124,236
Accrued interest payable		12,615			10,510
Other liabilities		17,314			16,028
TOTAL LIABILITIES		2,103,954			2,020,009

STOCKHOLDERS’ EQUITY
Preferred Stock, no par value per share, authorized 5,000,000 shares		–			–
Common Stock, $.10 par value per share,
authorized: 20,000,000 shares,
issued: 2024: 9,487,067 shares, 2023: 8,310,847 shares		949			831
Surplus		98,513			97,700
Retained earnings		152,964			135,284
Treasury stock, at cost: 2024: 214,161 shares, 2023: 200,690 shares		(5,797	)		(5,397	)
Accumulated other comprehensive loss		(33,121	)		(47,348	)
TOTAL STOCKHOLDERS’ EQUITY		213,508			181,070

TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY	$	2,317,462		$	2,201,079

NORWOOD FINANCIAL CORP
Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
	Three Months Ended December 31,							Twelve Months Ended December 31,
			2024				2023			2024				2023
INTEREST INCOME
Loans receivable, including fees	$		26,122		$		23,328	$		99,388		$		85,209
Securities			2,789				2,504			10,424				9,922
Other			574				253			2,768				409
Total Interest income			29,485				26,085			112,580				95,540

INTEREST EXPENSE
Deposits			10,984				8,910			42,334				26,029
Short-term borrowings			348				346			1,363				3,048
Other borrowings			1,528				1,536			6,692				4,396
Total Interest expense			12,860				10,792			50,389				33,473
NET INTEREST INCOME			16,625				15,293			62,191				62,067
PROVISION FOR CREDIT LOSSES		$	1,604			$	6,116		$	2,673			$	5,548
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES			15,021				9,177			59,518				56,519


OTHER INCOME
Service charges and fees			1,595				1,421			5,959				5,613
Income from fiduciary activities			224				210			943				898
Net realized (losses) gains on sales of securities			(19,962	)			–			(19,962	)			(209	)
Gains on sales of loans, net			50				36			195				63
Gains on sales of foreclosed real estate owned			–				66			32				80
Earnings and proceeds on life insurance policies			275				242			1,056				1,012
Other			159				148			626				667
Total other income			(17,659	)			2,123			(11,151	)			8,124

OTHER EXPENSES
Salaries and employee benefits			6,690				5,672			25,018				23,565
Occupancy, furniture and equipment			1,291				1,265			5,049				5,083
Data processing and related operations			1,312				877			4,520				3,342
Taxes, other than income			163				77			615				566
Professional fees			504				544			2,173				1,676
FDIC Insurance assessment			335				287			1,344				985
Foreclosed real estate			9				17			54				129
Amortization of intangibles			15				19			69				85
Other			3,100				2,091			9,783				8,066
Total other expenses			13,419				10,849			48,625				43,497

INCOME BEFORE TAX (BENEFIT) EXPENSE			(16,057	)			451			(258	)			21,146
INCOME TAX (BENEFIT) EXPENSE			(3,406	)			96			(98	)			4,387
NET (LOSS) INCOME	$		(12,651	)	$		355	$		(160	)	$		16,759

Basic (loss) earnings per share	$		(1.54	)	$		0.04	$		(0.02	)	$		2.08

Diluted (loss) earnings per share	$		(1.54	)	$		0.04	$		(0.02	)	$		2.07

NORWOOD FINANCIAL CORP
NET INTEREST MARGIN ANALYSIS
(dollars in thousands)

	For the Quarter Ended
	December 31, 2024								September 30, 2024								December 31, 2023
	Average						Average		Average						Average		Average						Average
	Balance			Interest			Rate		Balance			Interest			Rate		Balance			Interest			Rate
	(2)			(1)			(3)		(2)			(1)			(3)		(2)			(1)			(3)
Assets
Interest-earning assets:
Interest-bearing deposits with banks	$	46,629		$	574		4.90	%	$	36,221		$	497		5.46	%	$	18,282		$	253		5.49	%
Securities available for sale:
Taxable		404,777			2,434		2.39			392,168			2,161		2.19			403,044			2,126		2.09
Tax-exempt (1)		65,628			449		2.72			67,563			461		2.71			70,049			479		2.71
Total securities available for sale (1)		470,405			2,883		2.44			459,731			2,622		2.27			473,093			2,605		2.18
Loans receivable (1) (4) (5)		1,690,650			26,246		6.18			1,651,921			25,575		6.16			1,605,496			23,422		5.79
Total interest-earning assets		2,207,684			29,703		5.35			2,147,873			28,694		5.31			2,096,871			26,280		4.97
Non-interest earning assets:
Cash and due from banks		27,283								28,193								27,791
Allowance for credit losses		(18,741	)							(17,944	)							(16,728	)
Other assets		83,506								78,344								58,231
Total non-interest earning assets		92,048								88,593								69,294
Total Assets	$	2,299,732							$	2,236,466							$	2,166,165
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and money market	$	528,330		$	3,017		2.27		$	461,897		$	2,782		2.40		$	463,792		$	2,059		1.76
Savings		209,362			162		0.31			221,366			13		0.02			226,809			119		0.21
Time		764,819			7,805		4.06			734,235			7,758		4.20			679,587			6,732		3.93
Total interest-bearing deposits		1,502,511			10,984		2.91			1,417,498			10,553		2.96			1,370,188			8,910		2.58
Short-term borrowings		46,267			348		2.99			53,622			323		2.40			59,836			346		2.29
Other borrowings		133,620			1,528		4.55			146,357			1,680		4.57			131,071			1,536		4.65
Total interest-bearing liabilities		1,682,398			12,860		3.04			1,617,477			12,556		3.09			1,561,095			10,792		2.74
Non-interest bearing liabilities:
Demand deposits		394,001								400,314								411,434
Other liabilities		30,352								29,540								25,316
Total non-interest bearing liabilities		424,353								429,854								436,750
Stockholders’ equity		192,981								189,135								168,320
Total Liabilities and Stockholders’ Equity	$	2,299,732							$	2,236,466							$	2,166,165
Net interest income/spread (tax equivalent basis)					16,843		2.31	%					16,138		2.23	%					15,488		2.23	%
Tax-equivalent basis adjustment					(218	)							(207	)							(195	)
Net interest income				$	16,625							$	15,931							$	15,293
Net interest margin (tax equivalent basis)							3.04	%							2.99	%							2.93	%

(1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.
(2) Average balances have been calculated based on daily balances.
(3) Annualized
(4) Loan balances include non-accrual loans and are net of unearned income.
(5) Loan yields include the effect of amortization of deferred fees, net of costs.


	Year to Date
	December 31, 2024								September 30, 2024								December 31, 2023
	Average						Average		Average						Average		Average						Average
	Balance			Interest			Rate		Balance			Interest			Rate		Balance			Interest			Rate
	(2)			(1)			(3)		(2)			(1)			(3)		(2)			(1)			(3)
Assets
Interest-earning assets:
Interest-bearing deposits with banks	$	51,433		$	2,768		5.38	%	$	53,046		$	2,194		5.52	%	$	7,537		$	409		5.43	%
Securities available for sale:
Taxable		400,050			8,948		2.24			398,462			6,514		2.18			411,633			8,390		2.04
Tax-exempt (1)		68,041			1,868		2.75			68,852			1,419		2.75			70,598			1,940		2.75
Total securities available for sale (1)		468,091			10,816		2.31			467,314			7,933		2.27			482,231			10,330		2.14
Loans receivable (1) (4) (5)		1,646,128			99,815		6.06			1,631,179			73,569		6.02			1,565,665			85,550		5.46
Total interest-earning assets		2,165,652			113,399		5.24			2,151,539			83,696		5.20			2,055,433			96,289		4.68
Non-interest earning assets:
Cash and due from banks		26,629								26,409								26,633
Allowance for credit losses		(18,450	)							(18,353	)							(18,122	)
Other assets		76,340								73,935								64,626
Total non-interest earning assets		84,519								81,991								73,137
Total Assets	$	2,250,171							$	2,233,530							$	2,128,570
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and money market	$	476,106		$	10,506		2.21		$	460,579		$	7,489		2.17		$	466,329		$	5,824		1.25
Savings		220,190			711		0.32			223,825			549		0.33			248,629			378		0.15
Time		744,895			31,117		4.18			738,205			23,311		4.22			610,726			19,827		3.25
Total interest-bearing deposits		1,441,191			42,334		2.94			1,422,609			31,349		2.94			1,325,684			26,029		1.96
Short-term borrowings		54,867			1,363		2.48			57,754			1,015		2.35			93,455			3,048		3.26
Other borrowings		146,195			6,692		4.58			150,418			5,165		4.59			94,931			4,396		4.63
Total interest-bearing liabilities		1,642,253			50,389		3.07			1,630,781			37,529		3.07			1,514,070			33,473		2.21
Non-interest bearing liabilities:
Demand deposits		393,616								391,479								418,631
Other liabilities		28,350								27,677								22,595
Total non-interest bearing liabilities		421,966								419,156								441,226
Stockholders’ equity		185,952								183,593								173,274
Total Liabilities and Stockholders’ Equity	$	2,250,171							$	2,233,530							$	2,128,570
Net interest income/spread (tax equivalent basis)					63,010		2.17	%					46,167		2.12	%					62,816		2.47	%
Tax-equivalent basis adjustment					(819	)							(601	)							(749	)
Net interest income				$	62,191							$	45,566							$	62,067
Net interest margin (tax equivalent basis)							2.91	%							2.87	%							3.06	%

(1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.
(2) Average balances have been calculated based on daily balances.
(3) Annualized
(4) Loan balances include non-accrual loans and are net of unearned income.
(5) Loan yields include the effect of amortization of deferred fees, net of costs.

NORWOOD FINANCIAL CORP
Financial Highlights (Unaudited)
(dollars in thousands, except per share data)

For the Three Months Ended December 31		2024			2023

Net interest income	$	16,625		$	15,293
Net (loss) income		(12,651	)		355

Net interest spread (fully taxable equivalent)		2.31%			2.23%
Net interest margin (fully taxable equivalent)		3.04%			2.93%
Return on average assets		-2.19%			0.06%
Return on average equity		-26.08%			0.84%
Return on average tangible equity		-30.77%			1.01%
Basic (loss) earnings per share	$	(1.54	)	$	0.04
Diluted (loss) earnings per share	$	(1.54	)	$	0.04

For the Twelve Months Ended December 31		2024			2023

Net interest income	$	62,191		$	62,067
Net (loss) income		(160	)		16,759

Net interest spread (fully taxable equivalent)		2.17%			2.47%
Net interest margin (fully taxable equivalent)		2.91%			3.06%
Return on average assets		-0.01%			0.79%
Return on average equity		-0.09%			9.67%
Return on average tangible equity		-0.10%			11.66%
Basic (loss) earnings per share	$	(0.02	)	$	2.08
Diluted (loss) earnings per share	$	(0.02	)	$	2.07

As of December 31		2024			2023

Total assets	$	2,317,462		$	2,201,079
Total loans receivable		1,713,638			1,603,618
Allowance for credit losses		19,843			18,968
Total deposits		1,859,163			1,795,159
Stockholders’ equity		213,508			181,070
Trust assets under management		205,097			192,374

Book value per share	$	23.02		$	22.33
Tangible book value per share	$	19.85		$	18.69
Equity to total assets		9.21%			8.23%
Allowance to total loans receivable		1.16%			1.18%
Nonperforming loans to total loans		0.46%			0.48%
Nonperforming assets to total assets		0.34%			0.35%

NORWOOD FINANCIAL CORP
Consolidated Balance Sheets (unaudited)
(dollars in thousands)
		December 31			September 30		June 30		March 31			December 31
		2024			2024		2024		2024			2023
ASSETS
Cash and due from banks	$	27,562		$	47,072	$	29,903	$	19,519		$	28,533
Interest-bearing deposits with banks		44,777			35,808		39,492		92,444			37,587
Cash and cash equivalents		72,339			82,880		69,395		111,963			66,120

Securities available for sale		397,846			396,891		397,578		398,374			406,259
Loans receivable		1,713,638			1,675,139		1,641,356		1,621,448			1,603,618
Less: Allowance for credit losses		19,843			18,699		17,807		18,020			18,968
Net loans receivable		1,693,795			1,656,440		1,623,549		1,603,428			1,584,650
Regulatory stock, at cost		13,366			6,329		6,443		6,545			7,318
Bank owned life insurance		46,657			46,382		46,121		45,869			46,439
Bank premises and equipment, net		19,657			18,503		18,264		18,057			17,838
Foreclosed real estate owned		0			0		0		97			97
Goodwill and other intangibles		29,418			29,433		29,449		29,468			29,487
Other assets		44,384			42,893		44,517		46,622			42,871
TOTAL ASSETS	$	2,317,462		$	2,279,751	$	2,235,316	$	2,260,423		$	2,201,079

LIABILITIES
Deposits:
Non-interest bearing demand	$	381,479		$	420,967	$	391,849	$	383,362		$	399,545
Interest-bearing deposits		1,477,684			1,434,284		1,419,323		1,455,636			1,395,614
Total deposits		1,859,163			1,855,251		1,811,172		1,838,998			1,795,159
Borrowings		214,862			197,412		210,422		211,234			198,312
Other liabilities		29,929			31,434		31,534		28,978			26,538
TOTAL LIABILITIES		2,103,954			2,084,097		2,053,128		2,079,210			2,020,009

STOCKHOLDERS’ EQUITY		213,508			195,654		182,188		181,213			181,070

TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY	$	2,317,462		$	2,279,751	$	2,235,316	$	2,260,423		$	2,201,079



NORWOOD FINANCIAL CORP
Consolidated Statements of Income (unaudited)
(dollars in thousands, except per share data)
		December 31			September 30		June 30		March 31			December 31
Three months ended		2024			2024		2024		2024			2023
INTEREST INCOME
Loans receivable, including fees	$	26,122		$	25,464	$	24,121	$	23,681		$	23,328
Securities		2,789			2,526		2,584		2,526			2,504
Other		574			497		966		731			253
Total interest income		29,485			28,487		27,671		26,938			26,085

INTEREST EXPENSE
Deposits		10,984			10,553		10,687		10,110			8,910
Borrowings		1,876			2,003		2,059		2,118			1,882
Total interest expense		12,860			12,556		12,746		12,228			10,792
NET INTEREST INCOME		16,625			15,931		14,925		14,710			15,293
PROVISION FOR (RELEASE OF) CREDIT LOSSES		1,604			1,345		347		(624	)		6,116
NET INTEREST INCOME AFTER (RELEASE OF) PROVISION
FOR CREDIT LOSSES		15,021			14,586		14,578		15,334			9,177

OTHER INCOME
Service charges and fees		1,595			1,517		1,504		1,343			1,421
Income from fiduciary activities		224			256		225		238			210
Net realized (losses) gains on sales of securities		(19,962	)		–		–		–			–
Gains on sales of loans, net		50			103		36		6			36
Gains on sales of foreclosed real estate owned		–			–		32		–			66
Earnings and proceeds on life insurance policies		275			261		253		268			242
Other		159			158		157		151			148
Total other income		(17,659	)		2,295		2,207		2,006			2,123

OTHER EXPENSES
Salaries and employee benefits		6,690			6,239		5,954		6,135			5,672
Occupancy, furniture and equipment, net		1,291			1,269		1,229		1,261			1,265
Foreclosed real estate		9			9		15		21			17
FDIC insurance assessment		335			339		309		361			287
Other		5,094			4,175		3,937		3,954			3,608
Total other expenses		13,419			12,031		11,444		11,732			10,849

INCOME BEFORE TAX (BENEFIT) EXPENSE		(16,057	)		4,850		5,341		5,608			451
INCOME TAX (BENEFIT) EXPENSE		(3,406	)		1,006		1,128		1,175			96
NET (LOSS) INCOME	$	(12,651	)	$	3,844	$	4,213	$	4,433		$	355

Basic (loss) earnings per share	$	(1.54	)	$	0.48	$	0.52	$	0.55		$	0.04

Diluted (loss) earnings per share	$	(1.54	)	$	0.48	$	0.52	$	0.55		$	0.04

Book Value per share	$	23.02		$	24.92	$	23.26	$	23.01		$	22.99
Tangible Book Value per share		19.85			21.28		19.62		19.38			19.36

Return on average assets (annualized)		-2.19	%		0.68%		0.75%		0.80%			0.06%
Return on average equity (annualized)		-26.08	%		8.09%		9.41%		9.79%			0.84%
Return on average tangible equity (annualized)		-30.77	%		9.58%		11.26%		11.68%			1.01%

Net interest spread (fte)		2.31%			2.23%		2.06%		2.06%			2.23%
Net interest margin (fte)		3.04%			2.99%		2.80%		2.79%			2.93%

Allowance for credit losses to total loans		1.16%			1.12%		1.08%		1.11%			1.18%
Net charge-offs to average loans (annualized)		0.12%			0.08%		0.13%		0.08%			0.79%
Nonperforming loans to total loans		0.46%			0.47%		0.47%		0.23%			0.48%
Nonperforming assets to total assets		0.34%			0.35%		0.34%		0.17%			0.35%

The MIL Network –

January 28, 2025

MIL-OSI: Enact Mortgage Insurance Enters into Two Forward XOL Reinsurance Transactions as Part of its Diversified Credit Risk Transfer Program

Source: GlobeNewswire (MIL-OSI)

RALEIGH, N.C., Jan. 27, 2025 (GLOBE NEWSWIRE) — Enact Holdings, Inc. (Nasdaq: ACT) (Enact), a leading provider of private mortgage insurance through its insurance subsidiaries, today announced that its flagship legal entity, Enact Mortgage Insurance Corporation, has secured approximately $225 million and $260 million of additional excess of loss (XOL) reinsurance coverage. These credit risk transfer (CRT) transactions cover a portion of expected new insurance written for the 2025 book year (policies written from January 1, 2025 through December 31, 2025) and 2026 book year (policies written from January 1, 2026 through December 31, 2026) respectively, and are effective January 1, 2025 and January 1, 2026. Reinsurance coverage for both transactions are provided by a panel of reinsurers each currently rated “A-” or better by Standard & Poor’s (“S&P”) or A.M. Best Company, Inc., or rated “A3” or better by Moody’s.

“Today’s announcement reflects our on-going commitment to proactively manage credit risk and strengthen our financial position,” said Rohit Gupta, President and CEO of Enact. “Looking ahead, we remain committed to continuing to successfully execute on our CRT strategy while helping people responsibly achieve the dream of homeownership.”

Safe Harbor Statement
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our expected financial and operational results, the related assumptions underlying our expected results, guidance concerning the future return of capital and the quotations of management. These forward-looking statements are distinguished by use of words such as “will,” “may,” “would,” “anticipate,” “expect,” “believe,” “designed,” “plan,” “predict,” “project,” “target,” “could,” “should,” or “intend,” the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. Our forward-looking statements contained herein speak only as of the date of this press release. Factors or events that we cannot predict, including risks related to an economic downturn or a recession in the United States and in other countries around the world; changes in political, business, regulatory, and economic conditions; changes in or to Fannie Mae and Freddie Mac (the “GSEs”), whether through Federal legislation, restructurings or a shift in business practices; failure to continue to meet the mortgage insurer eligibility requirements of the GSEs; competition for customers; lenders or investors seeking alternatives to private mortgage insurance; an increase in the number of loans insured through Federal government mortgage insurance programs, including those offered by the Federal Housing Administration; and other factors described in the risk factors contained in our most recent Annual Report on Form 10-K and other filings with the SEC, may cause our actual results to differ from those expressed in forward-looking statements. Although Enact believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, Enact can give no assurance that its expectations will be achieved and it undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise, except as required by applicable law.

About Enact Holdings, Inc.
Enact (Nasdaq: ACT), operating principally through its wholly-owned subsidiary Enact Mortgage Insurance Corporation since 1981, is a leading U.S. private mortgage insurance provider committed to helping more people achieve the dream of homeownership. Building on a deep understanding of lenders’ businesses and a legacy of financial strength, we partner with lenders to bring best-in class service, leading underwriting expertise, and extensive risk and capital management to the mortgage process, helping to put more people in homes and keep them there. By empowering customers and their borrowers, Enact seeks to positively impact the lives of those in the communities in which it serves in a sustainable way. Enact is headquartered in Raleigh, North Carolina.

This press release was published by a CLEAR® Verified individual.

The MIL Network –

January 28, 2025

MIL-OSI: Park National Corporation reports 2024 results

Source: GlobeNewswire (MIL-OSI)

NEWARK, Ohio, Jan. 27, 2025 (GLOBE NEWSWIRE) — Park National Corporation (Park) (NYSE American: PRK) today reported financial results for the fourth quarter and full year of 2024. Park’s board of directors declared a quarterly cash dividend of $1.07 per common share, payable on March 10, 2025, to common shareholders of record as of February 14, 2025.

“Our consistent and measured growth stems from our team’s absolute focus on meeting customer needs to produce meaningful results,” said Park Chairman and Chief Executive Officer David Trautman. “Helping customers flourish remains our primary goal.”

Park’s net income for the fourth quarter of 2024 was $38.6 million, a 57.7 percent increase from $24.5 million for the fourth quarter of 2023. Fourth quarter 2024 net income per diluted common share was $2.37, compared to $1.51 for the fourth quarter of 2023. Park’s net income for the full year of 2024 was $151.4 million, a 19.5 percent increase from $126.7 million for the full year of 2023. Net income per diluted common share for the full year of 2024 was $9.32 compared to $7.80 for the full year of 2023.

Park’s total loans increased 4.6 percent during 2024. Park’s total deposits increased 1.3 percent during 2024, with an increase of 2.7 percent including off balance sheet deposits. The combination of solid loan growth and steady deposits contributed to Park’s success in 2024.

“As we enter the new year, we look forward to the opportunity to deepen relationships with our customers, communities and all stakeholders,” said Park President Matthew Miller. “Our bankers are dedicated to helping all those we serve achieve their financial goals and thrive in 2025.”

Headquartered in Newark, Ohio, Park National Corporation has $9.8 billion in total assets (as of December 31, 2024). Park’s banking operations are conducted through its subsidiary The Park National Bank. Other Park subsidiaries are Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance), Guardian Financial Services Company (d.b.a. Guardian Finance Company) and SE Property Holdings, LLC.

Complete financial tables are listed below.

Category: Earnings

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this news release or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties, including those described in Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as updated by our filings with the SEC. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.

Risks and uncertainties that could cause actual results to differ materially include, without limitation: (1) Park’s ability to execute our business plan successfully and within the expected timeframe; (2) adverse changes in future economic and financial market conditions; (3) adverse changes in real estate values and liquidity in our primary market areas; (4) the financial health of our commercial borrowers; (5) adverse changes in federal, state and local governmental law and policy, including the regulatory landscape, capital markets, elevated government debt, potential changes in tax legislation, government shutdown, infrastructure spending and social programs; (6) changes in consumer spending, borrowing and saving habits; (7) our litigation and regulatory compliance exposure; (8) increased credit risk and higher credit losses resulting from loan concentrations; (9) competitive pressures among financial services organizations; (10) changes in accounting policies and practices as may be adopted by regulatory agencies; (11) Park’s assumptions and estimates used in applying critical accounting policies and modeling which may prove unreliable, inaccurate or not predictive of actual results; (12) Park’s ability to anticipate and respond to technological changes and Park’s reliance on, and the potential failure of, a number of third-party vendors to perform as expected; (13) failures in or breaches of Park’s operational or security systems or infrastructure, or those of our third-party vendors and other service providers; (14) negative impacts on financial markets and the economy of any changes in the credit ratings of the U.S. Treasury obligations and other U.S. government-backed debt, as well as issues surrounding the levels of U.S., European and Asian government debt and concerns regarding the growth rates and financial stability of certain sovereign governments, supranationals and financial institutions in Europe and Asia; (15) effects of a fall in stock market prices on Park’s asset and wealth management businesses; (16) continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; (17) the impact on Park’s business, personnel, facilities or systems of losses related to acts of fraud, scams and schemes of third parties; (18) the impact of widespread natural and other disasters, pandemics, dislocations, regional or national protests and civil unrest (including any resulting branch closures or damages), military or terrorist activities or international hostilities on the economy and financial markets generally and on us or our counterparties specifically; (19) the potential further deterioration of the U.S. economy due to financial, political, or other shocks; (20) the effect of healthcare laws in the U.S. and potential changes for such laws that may increase our healthcare and other costs and negatively impact our operations and financial results; (21) the impact of larger or similar-sized financial institutions encountering problems that may adversely affect the banking industry; and (22) other risk factors relating to the financial services industry.

Park does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement was made, or reflect the occurrence of unanticipated events, except to the extent required by law.


PARK NATIONAL CORPORATION
Financial Highlights
As of or for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023

		2024			2024			2023		Percent change vs.
*(in thousands, except common share and per common share data and ratios)*	4th QTR			3rd QTR			4th QTR			3Q ’24			4Q ’23
INCOME STATEMENT:
Net interest income	$	103,445		$	101,114		$	95,074		2.3		%	8.8		%
Provision for credit losses		3,935			5,315			1,809		(26.0	)	%	117.5		%
Other income		31,064			36,530			15,519		(15.0	)	%	100.2		%
Other expense		83,241			85,681			79,043		(2.8	)	%	5.3		%
Income before income taxes	$	47,333		$	46,648		$	29,741		1.5		%	59.2		%
Income taxes		8,703			8,431			5,241		3.2		%	66.1		%
Net income	$	38,630		$	38,217		$	24,500		1.1		%	57.7		%

MARKET DATA:
Earnings per common share – basic (a)	$	2.39		$	2.37		$	1.52		0.8		%	57.2		%
Earnings per common share – diluted (a)		2.37			2.35			1.51		0.9		%	57.0		%
Quarterly cash dividend declared per common share		1.06			1.06			1.05		—		%	1.0		%
Special cash dividend declared per common share		0.50			—			—		N.M.			N.M.
Book value per common share at period end		76.98			76.74			71.06		0.3		%	8.3		%
Market price per common share at period end		171.43			167.98			132.86		2.1		%	29.0		%
Market capitalization at period end		2,770,134			2,713,152			2,141,235		2.1		%	29.4		%

Weighted average common shares – basic (b)		16,156,827			16,151,640			16,113,215		—		%	0.3		%
Weighted average common shares – diluted (b)		16,283,701			16,264,393			16,216,562		0.1		%	0.4		%
Common shares outstanding at period end		16,158,982			16,151,640			16,116,479		—		%	0.3		%

PERFORMANCE RATIOS: (annualized)
Return on average assets (a)(b)		1.54	%		1.53	%		0.98	%	0.7		%	57.1		%
Return on average shareholders’ equity (a)(b)		12.32	%		12.56	%		8.81	%	(1.9	)	%	39.8		%
Yield on loans		6.21	%		6.24	%		5.84	%	(0.5	)	%	6.3		%
Yield on investment securities		3.46	%		3.74	%		3.88	%	(7.5	)	%	(10.8	)	%
Yield on money market instruments		4.75	%		5.38	%		5.30	%	(11.7	)	%	(10.4	)	%
Yield on interest earning assets		5.82	%		5.88	%		5.48	%	(1.0	)	%	6.2		%
Cost of interest bearing deposits		1.90	%		2.06	%		1.84	%	(7.8	)	%	3.3		%
Cost of borrowings		3.86	%		3.97	%		4.42	%	(2.8	)	%	(12.7	)	%
Cost of paying interest bearing liabilities		1.99	%		2.15	%		2.01	%	(7.4	)	%	(1.0	)	%
Net interest margin (g)		4.51	%		4.45	%		4.17	%	1.3		%	8.2		%
Efficiency ratio (g)		61.60	%		61.98	%		70.93	%	(0.6	)	%	(13.2	)	%

OTHER DATA (NON-GAAP) AND BALANCE SHEET INFORMATION:
Tangible book value per common share (d)	$	66.89		$	66.62		$	60.87		0.4		%	9.9		%
Average interest earning assets		9,176,540			9,100,594			9,120,407		0.8		%	0.6		%
Pre-tax, pre-provision net income (j)		51,268			51,963			31,550		(1.3	)	%	62.5		%

Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.


PARK NATIONAL CORPORATION
Financial Highlights (continued)
As of or for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023

										Percent change vs.
*(in thousands, except ratios)*	December 31, 2024			September 30, 2024			December 31, 2023			3Q ’24			4Q ’23
BALANCE SHEET:
Investment securities	$	1,100,861		$	1,233,297		$	1,429,144		(10.7	)	%	(23.0	)	%
Loans		7,817,128			7,730,984			7,476,221		1.1		%	4.6		%
Allowance for credit losses		87,966			87,237			83,745		0.8		%	5.0		%
Goodwill and other intangible assets		163,032			163,320			164,247		(0.2	)	%	(0.7	)	%
Other real estate owned (OREO)		938			1,119			983		(16.2	)	%	(4.6	)	%
Total assets		9,805,350			9,903,049			9,836,453		(1.0	)	%	(0.3	)	%
Total deposits		8,143,526			8,214,671			8,042,566		(0.9	)	%	1.3		%
Borrowings		280,083			306,964			517,329		(8.8	)	%	(45.9	)	%
Total shareholders’ equity		1,243,848			1,239,413			1,145,293		0.4		%	8.6		%
Tangible equity (d)		1,080,816			1,076,093			981,046		0.4		%	10.2		%
Total nonperforming loans		69,932			71,541			61,118		(2.2	)	%	14.4		%
Total nonperforming assets		70,870			72,660			62,101		(2.5	)	%	14.1		%

ASSET QUALITY RATIOS:
Loans as a % of period end total assets		79.72	%		78.07	%		76.01	%	2.1		%	4.9		%
Total nonperforming loans as a % of period end loans		0.89	%		0.93	%		0.82	%	(4.3	)	%	8.5		%
Total nonperforming assets as a % of period end loans + OREO + other nonperforming assets		0.91	%		0.94	%		0.83	%	(3.2	)	%	9.6		%
Allowance for credit losses as a % of period end loans		1.13	%		1.13	%		1.12	%	—		%	0.9		%
Net loan charge-offs	$	3,206		$	4,653		$	2,666		(31.1	)	%	20.3		%
Annualized net loan charge-offs as a % of average loans (b)		0.16	%		0.24	%		0.14	%	(33.3	)	%	14.3		%

CAPITAL & LIQUIDITY:
Total shareholders’ equity / Period end total assets		12.69	%		12.52	%		11.64	%	1.4		%	9.0		%
Tangible equity (d) / Tangible assets (f)		11.21	%		11.05	%		10.14	%	1.4		%	10.6		%
Average shareholders’ equity / Average assets (b)		12.47	%		12.20	%		11.16	%	2.2		%	11.7		%
Average shareholders’ equity / Average loans (b)		16.08	%		15.76	%		14.94	%	2.0		%	7.6		%
Average loans / Average deposits (b)		93.00	%		92.69	%		89.48	%	0.3		%	3.9		%

Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.


PARK NATIONAL CORPORATION
Financial Highlights
Year months ended December 31, 2024 and December 31, 2023

*(in thousands, except common share and per common share data and ratios)*		2024			2023		Percent change vs ’23
INCOME STATEMENT:
Net interest income	$	398,019		$	373,113		6.7		%
Provision for credit losses		14,543			2,904		400.8		%
Other income		122,588			92,634		32.3		%
Other expense		321,339			309,239		3.9		%
Income before income taxes	$	184,725		$	153,604		20.3		%
Income taxes		33,305			26,870		23.9		%
Net income	$	151,420		$	126,734		19.5		%

MARKET DATA:
Earnings per common share – basic (a)	$	9.38		$	7.84		19.6		%
Earnings per common share – diluted (a)		9.32			7.80		19.5		%
Quarterly cash dividend declared per common share		4.24			4.20		1.0		%
Special cash dividend declared per common share		0.50			—		N.M.

Weighted average common shares – basic (b)		16,143,708			16,163,500		(0.1	)	%
Weighted average common shares – diluted (b)		16,244,797			16,250,019		—		%

PERFORMANCE RATIOS:
Return on average assets (a)(b)		1.53	%		1.27	%	20.5		%
Return on average shareholders’ equity (a)(b)		12.65	%		11.55	%	9.5		%
Yield on loans		6.14	%		5.55	%	10.6		%
Yield on investment securities		3.74	%		3.73	%	0.3		%
Yield on money market instruments		5.16	%		5.00	%	3.2		%
Yield on interest earning assets		5.78	%		5.18	%	11.6		%
Cost of interest bearing deposits		1.97	%		1.52	%	29.6		%
Cost of borrowings		4.05	%		3.79	%	6.9		%
Cost of paying interest bearing liabilities		2.08	%		1.67	%	24.6		%
Net interest margin (g)		4.41	%		4.11	%	7.3		%
Efficiency ratio (g)		61.44	%		65.87	%	(6.7	)	%

ASSET QUALITY RATIOS:
Net loan charge-offs	$	10,322		$	4,921		109.8		%
Net loan charge-offs as a % of average loans (b)		0.14	%		0.07	%	100.0		%

CAPITAL & LIQUIDITY
Average shareholders’ equity / Average Assets (b)		12.09	%		11.02	%	9.7		%
Average shareholders’ equity / Average loans (b)		15.69	%		15.19	%	3.3		%
Average loans / Average deposits (b)		92.34	%		86.39	%	6.9		%

OTHER DATA (NON-GAAP) AND BALANCE SHEET INFORMATION:
Average interest earning assets		9,085,850			9,171,721		(0.9	)	%
Pre-tax, pre-provision net income (j)		199,268			156,508		27.3		%

Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.


PARK NATIONAL CORPORATION
Consolidated Statements of Income

	Three Months Ended				Twelve Month Ended
	December 31				December 31
*(in thousands, except share and per share data)*		2024		2023		2024		2023

Interest income:
Interest and fees on loans	$	120,870	$	108,495	$	467,602	$	399,795
Interest on debt securities:
Taxable		8,641		13,055		41,718		52,786
Tax-exempt		1,351		2,248		5,524		10,966
Other interest income		2,751		1,408		8,121		8,123
Total interest income		133,613		125,206		522,965		471,670

Interest expense:
Interest on deposits:
Demand and savings deposits		19,802		19,467		82,789		71,776
Time deposits		7,658		6,267		29,594		12,677
Interest on borrowings		2,708		4,398		12,563		14,104
Total interest expense		30,168		30,132		124,946		98,557

Net interest income		103,445		95,074		398,019		373,113

Provision for credit losses		3,935		1,809		14,543		2,904

Net interest income after provision for credit losses		99,510		93,265		383,476		370,209

Other income		31,064		15,519		122,588		92,634

Other expense		83,241		79,043		321,339		309,239

Income before income taxes		47,333		29,741		184,725		153,604

Income taxes		8,703		5,241		33,305		26,870

Net income	$	38,630	$	24,500	$	151,420	$	126,734

Per common share:
Net income – basic	$	2.39	$	1.52	$	9.38	$	7.84
Net income – diluted	$	2.37	$	1.51	$	9.32	$	7.80

Weighted average common shares – basic		16,156,827		16,113,215		16,143,708		16,163,500
Weighted average common shares – diluted		16,283,701		16,216,562		16,244,797		16,250,019

Cash dividends declared:
Quarterly dividend	$	1.06	$	1.05	$	4.24	$	4.20
Special dividend	$	0.50	$	—	$	0.50	$	—


PARK NATIONAL CORPORATION
Consolidated Balance Sheets

*(in thousands, except share data)*	December 31, 2024			December 31, 2023

Assets

Cash and due from banks	$	122,363		$	160,477
Money market instruments		38,203			57,791
Investment securities		1,100,861			1,429,144
Loans		7,817,128			7,476,221
Allowance for credit losses		(87,966	)		(83,745	)
Loans, net		7,729,162			7,392,476
Bank premises and equipment, net		69,522			74,211
Goodwill and other intangible assets		163,032			164,247
Other real estate owned		938			983
Other assets		581,269			557,124
Total assets	$	9,805,350		$	9,836,453

Liabilities and Shareholders’ Equity

Deposits:
Noninterest bearing	$	2,612,708		$	2,628,234
Interest bearing		5,530,818			5,414,332
Total deposits		8,143,526			8,042,566
Borrowings		280,083			517,329
Other liabilities		137,893			131,265
Total liabilities	$	8,561,502		$	8,691,160


Shareholders’ Equity:
Preferred shares (200,000 shares authorized; no shares outstanding at December 31, 2024 and December 31, 2023)	$	—		$	—
Common shares (No par value; 20,000,000 shares authorized; 17,623,104 shares issued at December 31, 2024 and December 31, 2023)		463,706			463,280
Total shareholders’ equity	$	1,243,848		$	1,145,293
Total liabilities and shareholders’ equity	$	9,805,350		$	9,836,453


PARK NATIONAL CORPORATION
Consolidated Average Balance Sheets

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
*(in thousands)*		2024			2023			2024			2023

Assets

Cash and due from banks	$	122,949		$	134,593		$	129,070		$	147,414
Money market instruments		230,591			105,425			157,292			162,544
Investment securities		1,167,467			1,544,942			1,265,680			1,716,037
Loans		7,757,229			7,387,512			7,627,419			7,222,479
Allowance for credit losses		(87,608	)		(85,493	)		(85,930	)		(87,002	)
Loans, net		7,669,621			7,302,019			7,541,489			7,135,477
Bank premises and equipment, net		70,615			76,718			72,689			79,443
Goodwill and other intangible assets		163,221			164,466			163,669			164,960
Other real estate owned		1,079			1,342			1,192			1,654
Other assets		582,785			560,683			570,183			550,025
Total assets	$	10,008,328		$	9,890,188		$	9,901,264		$	9,957,554


Liabilities and Shareholders’ Equity

Deposits:
Noninterest bearing	$	2,593,128		$	2,694,148		$	2,564,009		$	2,814,259
Interest bearing		5,747,671			5,561,845			5,696,185			5,546,015
Total deposits		8,340,799			8,255,993			8,260,194			8,360,274
Borrowings		279,149			394,423			309,996			371,955
Other liabilities		140,700			136,046			133,954			128,182
Total liabilities	$	8,760,648		$	8,786,462		$	8,704,144		$	8,860,411

Shareholders’ Equity:
Preferred shares	$	—		$	—		$	—		$	—
Common shares		462,146			461,864			461,433			460,973
Accumulated other comprehensive loss, net of taxes		(41,229	)		(108,219	)		(60,619	)		(98,154	)
Retained earnings		978,267			906,091			949,160			884,711
Treasury shares		(151,504	)		(156,010	)		(152,854	)		(150,387	)
Total shareholders’ equity	$	1,247,680		$	1,103,726		$	1,197,120		$	1,097,143
Total liabilities and shareholders’ equity	$	10,008,328		$	9,890,188		$	9,901,264		$	9,957,554


PARK NATIONAL CORPORATION
Consolidated Statements of Income – Linked Quarters

	2024		2024		2024		2024		2023
*(in thousands, except per share data)*	4th QTR		3rd QTR		2nd QTR		1st QTR		4th QTR

Interest income:
Interest and fees on loans	$	120,870	$	120,203	$	115,318	$	111,211	$	108,495
Interest on debt securities:
Taxable		8,641		10,228		10,950		11,899		13,055
Tax-exempt		1,351		1,381		1,382		1,410		2,248
Other interest income		2,751		1,996		1,254		2,120		1,408
Total interest income		133,613		133,808		128,904		126,640		125,206

Interest expense:
Interest on deposits:
Demand and savings deposits		19,802		22,762		20,370		19,855		19,467
Time deposits		7,658		7,073		7,525		7,338		6,267
Interest on borrowings		2,708		2,859		3,172		3,824		4,398
Total interest expense		30,168		32,694		31,067		31,017		30,132

Net interest income		103,445		101,114		97,837		95,623		95,074

Provision for credit losses		3,935		5,315		3,113		2,180		1,809

Net interest income after provision for credit losses		99,510		95,799		94,724		93,443		93,265

Other income		31,064		36,530		28,794		26,200		15,519

Other expense		83,241		85,681		75,189		77,228		79,043

Income before income taxes		47,333		46,648		48,329		42,415		29,741

Income taxes		8,703		8,431		8,960		7,211		5,241

Net income	$	38,630	$	38,217	$	39,369	$	35,204	$	24,500

Per common share:
Net income – basic	$	2.39	$	2.37	$	2.44	$	2.18	$	1.52
Net income – diluted	$	2.37	$	2.35	$	2.42	$	2.17	$	1.51


PARK NATIONAL CORPORATION
Detail of other income and other expense – Linked Quarters

	2024			2024		2024		2024			2023
(in thousands)	4th QTR			3rd QTR		2nd QTR		1st QTR			4th QTR

Other income:
Income from fiduciary activities	$	11,122		$	10,615	$	10,728	$	10,024		$	8,943
Service charges on deposit accounts		2,319			2,362		2,214		2,106			2,054
Other service income		3,277			3,036		2,906		2,524			2,349
Debit card fee income		6,511			6,539		6,580		6,243			6,583
Bank owned life insurance income		1,519			2,057		1,565		2,629			1,373
ATM fees		415			471		458		496			517
Pension settlement gain		365			5,783		—		—			—
Loss on sale of debt securities, net		(128	)		—		—		(398	)		(7,875	)
Gain (loss) on equity securities, net		1,852			1,557		358		(687	)		353
Other components of net periodic benefit income		2,651			2,204		2,204		2,204			1,893
Miscellaneous		1,161			1,906		1,781		1,059			(671	)
Total other income	$	31,064		$	36,530	$	28,794	$	26,200		$	15,519

Other expense:
Salaries	$	37,254		$	38,370	$	35,954	$	35,733		$	36,192
Employee benefits		10,129			10,162		9,873		11,560			10,088
Occupancy expense		2,929			3,731		2,975		3,181			3,344
Furniture and equipment expense		2,375			2,571		2,454		2,583			2,824
Data processing fees		10,450			11,764		9,542		8,808			9,605
Professional fees and services		10,465			7,842		6,022		6,817			7,015
Marketing		1,949			1,464		1,164		1,741			1,716
Insurance		1,600			1,640		1,777		1,718			1,708
Communication		1,104			955		1,002		1,036			993
State tax expense		1,145			1,116		1,129		1,110			1,158
Amortization of intangible assets		288			287		320		320			334
Foundation contributions		—			2,000		—		—			1,000
Miscellaneous		3,553			3,779		2,977		2,621			3,066
Total other expense	$	83,241		$	85,681	$	75,189	$	77,228		$	79,043


PARK NATIONAL CORPORATION
Asset Quality Information

	Year ended December 31,
*(in thousands, except ratios)*		2024			2023			2022			2021				2020

Allowance for credit losses:
Allowance for credit losses, beginning of period	$	83,745		$	85,379		$	83,197		$	85,675			$	56,679
Cumulative change in accounting principle; adoption of ASU 2022-02 in 2023 and ASU 2016-13 in 2021		—			383			—			6,090				—
Charge-offs		18,334			10,863			9,133			5,093				10,304
Recoveries		8,012			5,942			6,758			8,441				27,246
Net charge-offs (recoveries)		10,322			4,921			2,375			(3,348	)			(16,942	)
Provision for (recovery of) credit losses		14,543			2,904			4,557			(11,916	)			12,054
Allowance for credit losses, end of period	$	87,966		$	83,745		$	85,379		$	83,197			$	85,675

General reserve trends:
Allowance for credit losses, end of period	$	87,966		$	83,745		$	85,379		$	83,197			$	85,675
Allowance on accruing purchased credit deteriorated (“PCD”) loans (purchased credit impaired (“PCI”) loans for years 2020 and prior)		—			—			—			—				167
Allowance on purchased loans excluded from collectively evaluated loans (for years 2020 and prior)		N.A.			N.A.			N.A.			N.A.				678
Specific reserves on individually evaluated loans		1,299			4,983			3,566			1,616				5,434
General reserves on collectively evaluated loans	$	86,667		$	78,762		$	81,813		$	81,581			$	79,396

Total loans	$	7,817,128		$	7,476,221		$	7,141,891		$	6,871,122			$	7,177,785
Accruing PCD loans (PCI loans for years 2020 and prior)		2,174			2,835			4,653			7,149				11,153
Purchased loans excluded from collectively evaluated loans (for years 2020 and prior)		N.A.			N.A.			N.A.			N.A.				360,056
Individually evaluated loans (k)		53,149			45,215			78,341			74,502				108,407
Collectively evaluated loans	$	7,761,805		$	7,428,171		$	7,058,897		$	6,789,471			$	6,698,169

Asset Quality Ratios:
Net charge-offs (recoveries) as a % of average loans		0.14	%		0.07	%		0.03	%		(0.05	)	%		(0.24	)	%
Allowance for credit losses as a % of period end loans		1.13	%		1.12	%		1.20	%		1.21		%		1.19		%
General reserve as a % of collectively evaluated loans		1.12	%		1.06	%		1.16	%		1.20		%		1.19		%

Nonperforming assets:
Nonaccrual loans	$	68,178		$	60,259		$	79,696		$	72,722			$	117,368
Accruing troubled debt restructurings (for years 2022 and prior) (k)		N.A.			N.A.			20,134			28,323				20,788
Loans past due 90 days or more		1,754			859			1,281			1,607				1,458
Total nonperforming loans	$	69,932		$	61,118		$	101,111		$	102,652			$	139,614
Other real estate owned		938			983			1,354			775				1,431
Other nonperforming assets		—			—			—			2,750				3,164
Total nonperforming assets	$	70,870		$	62,101		$	102,465		$	106,177			$	144,209
Percentage of nonaccrual loans to period end loans		0.87	%		0.81	%		1.12	%		1.06		%		1.64		%
Percentage of nonperforming loans to period end loans		0.89	%		0.82	%		1.42	%		1.49		%		1.95		%
Percentage of nonperforming assets to period end loans		0.91	%		0.83	%		1.43	%		1.55		%		2.01		%
Percentage of nonperforming assets to period end total assets		0.72	%		0.63	%		1.04	%		1.11		%		1.55		%

Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.


PARK NATIONAL CORPORATION
Asset Quality Information (continued)

	Year ended December 31,
(in thousands, except ratios)	2024		2023		2022		2021		2020

New nonaccrual loan information:
Nonaccrual loans, beginning of period	$	60,259	$	79,696	$	72,722	$	117,368	$	90,080
New nonaccrual loans		65,535		48,280		64,918		38,478		103,386
Resolved nonaccrual loans		57,616		67,717		57,944		83,124		76,098
Nonaccrual loans, end of period	$	68,178	$	60,259	$	79,696	$	72,722	$	117,368

Individually evaluated commercial loan portfolio information (period end): (k)
Unpaid principal balance	$	58,158	$	47,564	$	80,116	$	75,126	$	109,062
Prior charge-offs		5,009		2,349		1,775		624		655
Remaining principal balance		53,149		45,215		78,341		74,502		108,407
Specific reserves		1,299		4,983		3,566		1,616		5,434
Book value, after specific reserves	$	51,850	$	40,232	$	74,775	$	72,886	$	102,973

Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.


PARK NATIONAL CORPORATION
Financial Reconciliations
NON-GAAP RECONCILIATIONS
	THREE MONTHS ENDED												TWELVE MONTHS ENDED
*(in thousands, except share and per share data)*	December 31, 2024				September 30, 2024				December 31, 2023				December 31, 2024				December 31, 2023
Net interest income	$	103,445			$	101,114			$	95,074			$	398,019			$	373,113
less purchase accounting accretion related to NewDominion and Carolina Alliance acquisitions		250				281				124				1,154				633
less interest income on former Vision Bank relationships		38				9				35				54				631
Net interest income – adjusted	$	103,157			$	100,824			$	94,915			$	396,811			$	371,849

Provision for credit losses	$	3,935			$	5,315			$	1,809			$	14,543			$	2,904
less recoveries on former Vision Bank relationships		—				(234	)			—				(1,304	)			(788	)
Provision for credit losses – adjusted	$	3,935			$	5,549			$	1,809			$	15,847			$	3,692

Other income	$	31,064			$	36,530			$	15,519			$	122,588			$	92,634
less loss on sale of debt securities, net		(128	)			—				(7,875	)			(526	)			(7,875	)
less pension settlement gain		365				5,783				—				6,148				—
less impact of strategic initiatives		117				—				(1,038	)			775				(1,038	)
less Vision related OREO valuation adjustments, net		—				1				(370	)			115				(370	)
less other service income related to former Vision Bank relationships		299				—				40				312				175
Other income – adjusted	$	30,411			$	30,746			$	24,762			$	115,764			$	101,742

Other expense	$	83,241			$	85,681			$	79,043			$	321,339			$	309,239
less core deposit intangible amortization related to NewDominion and Carolina Alliance acquisitions		288				287				334				1,215				1,323
less Foundation contribution		—				2,000				1,000				2,000				1,000
less special incentive		—				1,700				—				1,700				—
less building demolition costs		44				349				—				458				—
less direct expenses related to collection of payments on former Vision Bank loan relationships		215				—				—				215				100
Other expense – adjusted	$	82,694			$	81,345			$	77,709			$	315,751			$	306,816

Tax effect of adjustments to net income identified above (i)	$	(83	)		$	(414	)		$	2,188			$	(787	)		$	1,991

Net income – reported	$	38,630			$	38,217			$	24,500			$	151,420			$	126,734
Net income – adjusted (h)	$	38,319			$	36,659			$	32,730			$	148,459			$	134,222

Diluted earnings per common share	$	2.37			$	2.35			$	1.51			$	9.32			$	7.80
Diluted earnings per common share, adjusted (h)	$	2.35			$	2.25			$	2.02			$	9.14			$	8.26

Annualized return on average assets (a)(b)		1.54		%		1.53		%		0.98		%		1.53		%		1.27		%
Annualized return on average assets, adjusted (a)(b)(h)		1.52		%		1.47		%		1.31		%		1.50		%		1.35		%

Annualized return on average tangible assets (a)(b)(e)		1.56		%		1.56		%		1.00		%		1.56		%		1.29		%
Annualized return on average tangible assets, adjusted (a)(b)(e)(h)		1.55		%		1.49		%		1.34		%		1.52		%		1.37		%

Annualized return on average shareholders’ equity (a)(b)		12.32		%		12.56		%		8.81		%		12.65		%		11.55		%
Annualized return on average shareholders’ equity, adjusted (a)(b)(h)		12.22		%		12.05		%		11.76		%		12.40		%		12.23		%

Annualized return on average tangible equity (a)(b)(c)		14.17		%		14.52		%		10.35		%		14.65		%		13.60		%
Annualized return on average tangible equity, adjusted (a)(b)(c)(h)		14.06		%		13.93		%		13.83		%		14.37		%		14.40		%

Efficiency ratio (g)		61.60		%		61.98		%		70.93		%		61.44		%		65.87		%
Efficiency ratio, adjusted (g)(h)		61.63		%		61.55		%		64.48		%		61.31		%		64.28		%

Annualized net interest margin (g)		4.51		%		4.45		%		4.17		%		4.41		%		4.11		%
Annualized net interest margin, adjusted (g)(h)		4.50		%		4.43		%		4.17		%		4.39		%		4.09		%
Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.


PARK NATIONAL CORPORATION
Financial Reconciliations (continued)

(a) Reported measure uses net income
(b) Averages are for the three months ended December 31, 2024, September 30, 2024, and December 31, 2023 and the twelve months ended December 31, 2024 and December 31, 2023, as appropriate
(c) Net income for each period divided by average tangible equity during the period. Average tangible equity equals average shareholders’ equity during the applicable period less average goodwill and other intangible assets during the applicable period.

RECONCILIATION OF AVERAGE SHAREHOLDERS’ EQUITY TO AVERAGE TANGIBLE EQUITY:
	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
AVERAGE SHAREHOLDERS’ EQUITY	$	1,247,680	$	1,210,565	$	1,103,726	$	1,197,120	$	1,097,143
Less: Average goodwill and other intangible assets		163,221		163,509		164,466		163,669		164,960
AVERAGE TANGIBLE EQUITY	$	1,084,459	$	1,047,056	$	939,260	$	1,033,451	$	932,183

(d) Tangible equity divided by common shares outstanding at period end. Tangible equity equals total shareholders’ equity less goodwill and other intangible assets, in each case at the end of the period.

RECONCILIATION OF TOTAL SHAREHOLDERS’ EQUITY TO TANGIBLE EQUITY:
	December 31, 2024		September 30, 2024		December 31, 2023
TOTAL SHAREHOLDERS’ EQUITY	$	1,243,848	$	1,239,413	$	1,145,293
Less: Goodwill and other intangible assets		163,032		163,320		164,247
TANGIBLE EQUITY	$	1,080,816	$	1,076,093	$	981,046

(e) Net income for each period divided by average tangible assets during the period. Average tangible assets equal average assets less average goodwill and other intangible assets, in each case during the applicable period.

RECONCILIATION OF AVERAGE ASSETS TO AVERAGE TANGIBLE ASSETS
	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
AVERAGE ASSETS	$	10,008,328	$	9,920,633	$	9,890,188	$	9,901,264	$	9,957,554
Less: Average goodwill and other intangible assets		163,221		163,509		164,466		163,669		164,960
AVERAGE TANGIBLE ASSETS	$	9,845,107	$	9,757,124	$	9,725,722	$	9,737,595	$	9,792,594

(f) Tangible equity divided by tangible assets. Tangible assets equal total assets less goodwill and other intangible assets, in each case at the end of the period.

RECONCILIATION OF TOTAL ASSETS TO TANGIBLE ASSETS:
	December 31, 2024		September 30, 2024		December 31, 2023
TOTAL ASSETS	$	9,805,350	$	9,903,049	$	9,836,453
Less: Goodwill and other intangible assets		163,032		163,320		164,247
TANGIBLE ASSETS	$	9,642,318	$	9,739,729	$	9,672,206

(g) Efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income reconciliation is shown assuming a 21% corporate federal income tax rate. Additionally, net interest margin is calculated on a fully taxable equivalent basis by dividing fully taxable equivalent net interest income by average interest earning assets, in each case during the applicable period.

RECONCILIATION OF FULLY TAXABLE EQUIVALENT NET INTEREST INCOME TO NET INTEREST INCOME
	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Interest income	$	133,613	$	133,808	$	125,206	$	522,965	$	471,670
Fully taxable equivalent adjustment		617		594		838		2,432		3,726
Fully taxable equivalent interest income	$	134,230	$	134,402	$	126,044	$	525,397	$	475,396
Interest expense		30,168		32,694		30,132		124,946		98,557
Fully taxable equivalent net interest income	$	104,062	$	101,708	$	95,912	$	400,451	$	376,839

(h) Adjustments to net income for each period presented are detailed in the non-GAAP reconciliations of net interest income, provision for credit losses, other income, other expense and tax effect of adjustments to net income.
(i) The tax effect of adjustments to net income was calculated assuming a 21% corporate federal income tax rate.
(j) Pre-tax, pre-provision (“PTPP”) net income is calculated as net income, plus income taxes, plus the provision for credit losses, in each case during the applicable period. PTPP net income is a common industry metric utilized in capital analysis and review. PTPP is used to assess the operating performance of Park while excluding the impact of the provision for credit losses.


RECONCILIATION OF PRE-TAX, PRE-PROVISION NET INCOME
	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Net income	$	38,630	$	38,217	$	24,500	$	151,420	$	126,734
Plus: Income taxes		8,703		8,431		5,241		33,305		26,870
Plus: Provision for credit losses		3,935		5,315		1,809		14,543		2,904
Pre-tax, pre-provision net income	$	51,268	$	51,963	$	31,550	$	199,268	$	156,508

(k) Effective January 1, 2023, Park adopted Accounting Standards Update (“ASU”) 2022-02. Among other things, this ASU eliminated the concept of troubled debt restructurings (“TDRs”). As a result of the adoption of this ASU and elimination of the concept of TDRs, total nonperforming loans (“NPLs”) and total nonperforming assets (“NPAs”) each decreased by $20.1 million effective January 1, 2023. Additionally, as a result of the adoption of this ASU, individually evaluated loans decreased by $11.5 million effective January 1, 2023.

The MIL Network –

January 28, 2025

MIL-OSI: NBT Bancorp Inc. Announces Full Year Net Income and Declares Cash Dividend

Source: GlobeNewswire (MIL-OSI)

NORWICH, N.Y., Jan. 27, 2025 (GLOBE NEWSWIRE) — NBT Bancorp Inc. (“NBT” or the “Company”) (NASDAQ: NBTB) reported net income and diluted earnings per share for the three and twelve months ended December 31, 2024.

Net income for the three months ended December 31, 2024 was $36.0 million, or $0.76 per diluted common share, compared to $30.4 million, or $0.64 per diluted common share, for the three months ended December 31, 2023, and $38.1 million, or $0.80 per diluted common share, for the third quarter of 2024. Operating diluted earnings per share⁽¹⁾, a non-GAAP measure was $0.77 for the fourth quarter of 2024, compared to $0.72 for the fourth quarter of 2023 and $0.80 for the third quarter of 2024.

Net income for the year ended December 31, 2024 was $140.6 million, or $2.97 per diluted common share, compared to $118.8 million, or $2.65 per diluted common share, in the prior year.

The Company completed the acquisition of Salisbury Bancorp, Inc. (“Salisbury”) on August 11, 2023, adding 13 banking offices, $1.18 billion in loans and $1.31 billion in deposits. The comparisons to the full year of 2023 are significantly impacted by the Salisbury acquisition.

CEO Comments

“Three consecutive quarters of growth in net interest income and margin along with continued strong results from our diverse mix of fee businesses drove NBT’s operating performance in the fourth quarter of 2024,” said NBT President and Chief Executive Officer Scott A. Kingsley. “In addition, we were pleased to receive regulatory approval during the fourth quarter to complete our planned merger with Evans Bancorp, Inc. Evans shareholders also demonstrated strong support for the partnership with the vote to approve the transaction in December. We continue to expect the merger to close in the second quarter of 2025 in conjunction with the core system conversion, and team members from NBT and Evans are working closely to plan a smooth transition for the customers and communities we will serve together in the Buffalo and Rochester markets.”

Fourth Quarter 2024 Financial Highlights

Net Income	Net income was $36.0 million and diluted earnings per share was $0.76
Net Interest Income / NIM	Net interest income on a fully taxable equivalent (“FTE”) basis was $106.7 million, up $4.4 million from the prior quarter⁽¹⁾ Net interest margin (“NIM”) on an FTE basis was 3.34%⁽¹⁾, up 7 basis points (“bps”) from the prior quarter Included in FTE net interest income was $2.6 million of acquisition-related net accretion, which was consistent with the third quarter of 2024 Earning asset yields of 4.96% were down 5 bps from the prior quarter Total cost of funds of 1.71% was down 14 bps from the prior quarter
Noninterest Income	Noninterest income was $42.2 million, an increase of 11.1% from the fourth quarter of 2023, excluding net securities gains (losses)
Loans and Credit Quality	Period end total loans of $9.97 billion as of December 31, 2024, up $319.2 million, or 3.3%, from December 31, 2023 Net charge-offs to average loans was 0.23% annualized Nonperforming loans to total loans was 0.52% Allowance for loan losses to total loans was 1.16%
Deposits	Deposits were $11.55 billion as of December 31, 2024, up $577.8 million, or 5.3%, from December 31, 2023 Total cost of deposits was 1.60% for the fourth quarter of 2024, down 12 bps from the third quarter of 2024
Capital	Stockholders’ equity was $1.53 billion as of December 31, 2024 Tangible book value per share⁽²⁾ was $23.88 at December 31, 2024 Tangible equity to assets of 8.42%⁽¹⁾ CET1 ratio of 11.93%; Leverage ratio of 10.24%

Loans

Period end total loans were $9.97 billion at December 31, 2024, $9.91 billion at September 30, 2024 and $9.65 billion at December 31, 2023.
Period end total loans increased $319.2 million from December 31, 2023. Total commercial loans increased $322.0 million to $5.30 billion while total consumer loans decreased $2.8 million to $4.67 billion. Excluding the other consumer and residential solar portfolios, which are in a planned run-off status, period end loans increased $478.6 million, or 5.6%.
Commercial line of credit utilization rate was 21% at December 31, 2024, compared to 22% at September 30, 2024 and 20% at December 31, 2023.

Deposits

Total deposits at December 31, 2024 were $11.55 billion, compared to $11.59 billion at September 30, 2024 and $10.97 billion at December 31, 2023. The $577.8 million increase in deposits from December 31, 2023 was primarily due to higher consumer and commercial deposit balances.
The loan to deposit ratio was 86.3% at December 31, 2024, compared to 88.0% at December 31, 2023.

Net Interest Income and Net Interest Margin

Net interest income for the fourth quarter of 2024 was $106.1 million, an increase of $4.4 million, or 4.4%, from the third quarter of 2024 and an increase of $6.9 million, or 7.0%, from the fourth quarter of 2023. The increase in net interest income from the third quarter of 2024 resulted primarily from a decrease in the cost of deposits, an increase in average short-term interest-bearing accounts and the interest earned on those balances combined with a more favorable funding mix.
The NIM on an FTE basis for the fourth quarter of 2024 was 3.34%, an increase of 7 bps from the third quarter of 2024. This increase was driven by an improved funding mix with lower average balances of short-term borrowings, an increase in the average balance of noninterest-bearing demand deposit accounts and a decrease in the cost of interest-bearing deposits. The NIM on an FTE basis increased 19 bps from the fourth quarter of 2023 due to higher earning asset yields and lower average balances of short-term borrowings, partially offset by the increase in the cost of interest-bearing deposits.
Earning asset yields for the three months ended December 31, 2024 decreased 5 bps from the prior quarter to 4.96% and increased 17 bps from the same quarter in the prior year. Loan yields for the three months ended December 31, 2024 decreased 9 bps from the prior quarter to 5.65% primarily due to the repricing of $2.1 billion in variable rate loans partly offset by loans originating at higher rates than portfolio yields during the quarter. Earnings asset yields increased 17 bps from the same quarter in the prior year. Average earning assets increased $257.5 million, or 2.1%, from the third quarter of 2024 due to organic loan growth and an increase in short-term interest-bearing accounts. Average earning assets grew $140.6 million, or 1.1%, from the fourth quarter of 2023 due to organic loan growth partially offset by lower average balances of short-term interest-bearing accounts and securities.
Total cost of deposits, including noninterest bearing deposits, was 1.60% for the fourth quarter of 2024, a decrease of 12 bps from the prior quarter and an increase of 9 bps from the same period in the prior year.
Total cost of funds for the three months ended December 31, 2024 was 1.71%, a decrease of 14 bps from the prior quarter and a decrease of 1 bp from the fourth quarter of 2023.

Asset Quality and Allowance for Loan Losses

Net charge-offs to total average loans for the fourth quarter of 2024 was 23 bps compared to 16 bps in the prior quarter. The increase in net charge-offs from the prior quarter was driven by two commercial real estate relationships, of which $1.7 million was previously specifically reserved for in the second quarter of 2024. Net charge-offs for the portfolios in a planned run-off status represented the majority of total net charge-offs for the full year.
Nonperforming assets to total assets was 0.38% at December 31, 2024, compared to 0.27% at September 30, 2024 and 0.28% at December 31, 2023. The increase in nonperforming assets was attributable to a commercial real estate relationship that was placed into a nonaccrual status in the fourth quarter of 2024. The relationship is being actively managed and was written-down to estimated fair value in the fourth quarter of 2024, and as such, no specific reserve has been established.
Provision expense for the three months ended December 31, 2024 was $2.2 million, compared to $2.9 million for the third quarter of 2024. The decrease in provision expense from the prior quarter was primarily due to the run-off of the other consumer and residential solar portfolios partially offset by a higher level of net charge-offs.
The allowance for loan losses was $116.0 million, or 1.16% of total loans, at December 31, 2024, compared to $119.5 million, or 1.21% of total loans, at September 30, 2024 and $114.4 million, or 1.19% of total loans, at December 31, 2023.
The reserve for unfunded loan commitments was $4.4 million at December 31, 2024, compared to $4.6 million at September 30, 2024 and $5.1 million at December 31, 2023.

Noninterest Income

Total noninterest income, excluding securities gains (losses), was $42.2 million for the three months ended December 31, 2024, down $3.1 million, or 6.8%, from the seasonally high third quarter of 2024, and up $4.2 million, or 11.1%, from the fourth quarter of 2023.
Retirement plan administration fees were down $1.7 million from the prior quarter and increased $1.7 million from the fourth quarter of 2023. The decrease from the prior quarter, as expected, was due to higher seasonal activity-based fees in the third quarter. The increase from the fourth quarter of 2023 was driven by organic growth and higher market levels.
Wealth management fees were consistent with the prior quarter and increased $1.7 million from the fourth quarter of 2023. The increase from the fourth quarter of 2023 was driven by market performance and growth in new customer accounts.
Insurance revenues decreased $1.0 million from the third quarter, which typically has comparatively higher levels of policy renewals than the fourth quarter.

Noninterest Expense

Total noninterest expense was $100.8 million for the fourth quarter of 2024, compared to $95.7 million for the third quarter of 2024 and $92.8 million for the fourth quarter of 2023. Total noninterest expense increased 4.8% compared to the previous quarter and increased 13.7% from the fourth quarter of 2023, excluding $1.0 million of acquisition expenses in the fourth quarter of 2024, $0.5 million in the third quarter of 2024 and $0.3 million in the fourth quarter of 2023, respectively, and the $4.8 million impairment of a minority interest equity investment in the fourth quarter of 2023.
Salaries and benefits increased 3.5% from the prior quarter driven by higher medical costs and an increase in other benefits including higher levels of incentive compensation. The increase from the fourth quarter of 2023 was driven by merit pay increases, higher levels of incentive compensation and higher medical and other benefit costs.
Occupancy costs were consistent with the prior quarter and increased from the fourth quarter of 2023 driven by additional expenses including seasonal maintenance, rent and equipment expense.
Other expense increased $2.5 million from the prior quarter and $0.4 million from the fourth quarter of 2023. The increase from the previous quarter was driven by increases in office supplies and postage, advertising and other expenses.

Income Taxes

The full year effective tax rate was 21.6% for 2024 down from 22.6% for the full year of 2023.

Capital

Tangible common equity to tangible assets⁽¹⁾ was 8.42% at December 31, 2024. Tangible book value per share⁽²⁾ was $23.88 at December 31, 2024, $23.83 at September 30, 2024 and $21.72 at December 31, 2023.
Stockholders’ equity increased $100.5 million from December 31, 2023 driven by net income generation of $140.6 million and an $18.8 million decrease in accumulated other comprehensive loss reflecting the change in the fair value of securities available for sale, partially offset by dividends declared of $62.3 million.
As of December 31, 2024, CET1 capital ratio of 11.93%, leverage ratio of 10.24% and total risk-based capital ratio of 15.03%.

Dividend

The Board of Directors approved a first-quarter cash dividend of $0.34 per share at a meeting held earlier today. The dividend represents a $0.02 per share, or 6.3%, increase over the dividend paid in the first quarter of 2024. The dividend will be paid on March 17, 2025 to stockholders of record as of March 3, 2025.

Stock Repurchase

The Company purchased 7,600 shares of its common stock during 2024 at an average price of $33.02 per share under its previously announced share repurchase program. The Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes. As of December 31, 2024, there were 1,992,400 shares available for repurchase under this plan.

Evans Bancorp, Inc. Merger

In December 2024, NBT announced that it had received the regulatory approval and waiver from the Office of the Comptroller of the Currency and the Federal Reserve Bank of New York necessary to complete its acquisition of Evans Bancorp, Inc. (“Evans”). Also in December 2024, the shareholders of Evans voted to approve the merger. Evans reported over 75% of the issued and outstanding shares of Evans were represented at a special shareholder meeting and over 96% of the votes cast were voted to approve the merger. NBT and Evans anticipate closing the transaction in second quarter of 2025 in conjunction with the core system conversion, pending customary closing conditions. Evans had assets of $2.28 billion, deposits of $1.90 billion and net loans of $1.76 billion as of September 30, 2024.

Conference Call and Webcast

The Company will host a conference call at 10:00 a.m. (Eastern) Tuesday, January 28, 2025, to review the fourth quarter 2024 financial results. The audio webcast link, along with the corresponding presentation slides, will be available on the Company’s Event Calendar page at www.nbtbancorp.com/bn/presentations-events.html#events and will be archived for twelve months.

Corporate Overview

NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY, with total assets of $13.79 billion at December 31, 2024. The Company primarily operates through NBT Bank, N.A., a full-service community bank, and through two financial services companies. NBT Bank, N.A. has 155 banking locations in New York, Pennsylvania, Vermont, Massachusetts, New Hampshire, Maine and Connecticut. EPIC Retirement Plan Services, based in Rochester, NY, is a national benefits administration firm. NBT Insurance Agency, LLC, based in Norwich, NY, is a full-service insurance agency. More information about NBT and its divisions is available online at: www.nbtbancorp.com, www.nbtbank.com, www.epicrps.com and www.nbtbank.com/Insurance.

Forward-Looking Statements

This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of phrases such as “anticipate,” “believe,” “expect,” “forecasts,” “projects,” “will,” “can,” “would,” “should,” “could,” “may,” or other similar terms. There are a number of factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from those contemplated by the forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) local, regional, national and international economic conditions, including actual or potential stress in the banking industry, and the impact they may have on the Company and its customers, and the Company’s assessment of that impact; (2) changes in the level of nonperforming assets and charge-offs; (3) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; (4) the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board (“FRB”); (5) inflation, interest rate, securities market and monetary fluctuations; (6) political instability; (7) acts of war, including international military conflicts, or terrorism; (8) the timely development and acceptance of new products and services and the perceived overall value of these products and services by users; (9) changes in consumer spending, borrowing and saving habits; (10) changes in the financial performance and/or condition of the Company’s borrowers; (11) technological changes; (12) acquisition and integration of acquired businesses; (13) the possibility that NBT and Evans may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all or to successfully integrate Evans operations and those of NBT; (14) the ability to increase market share and control expenses; (15) changes in the competitive environment among financial holding companies; (16) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company and its subsidiaries must comply, including those under the Dodd-Frank Act, and the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018; (17) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (18) changes in the Company’s organization, compensation and benefit plans; (19) the costs and effects of legal and regulatory developments, including the resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations or reviews; (20) greater than expected costs or difficulties related to the integration of new products and lines of business; and (21) the Company’s success at managing the risks involved in the foregoing items.

The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advises readers that various factors, including, but not limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual results or circumstances for future periods to differ materially from those anticipated or projected.

Unless required by law, the Company does not undertake, and specifically disclaims any obligations to, publicly release any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Non-GAAP Measures

This press release contains financial information determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”). Where non-GAAP disclosures are used in this press release, the comparable GAAP measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables. Management believes that these non-GAAP measures provide useful information that is important to an understanding of the results of the Company’s core business as well as provide information standard in the financial institution industry. Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to current period presentation.

NBT Bancorp Inc. and Subsidiaries
Selected Financial Data
(unaudited, dollars in thousands except per share data)

		2024												2023
	4th Q			3rd Q			2nd Q			1st Q			4th Q
Profitability (reported)
Diluted earnings per share	$	0.76		$	0.80		$	0.69		$	0.71		$	0.64
Weighted average diluted common shares outstanding		47,505,760			47,473,417			47,382,814			47,370,145			47,356,899
Return on average assets⁽³⁾		1.04	%		1.12	%		0.98	%		1.02	%		0.89	%
Return on average equity⁽³⁾		9.44	%		10.21	%		9.12	%		9.52	%		8.79	%
Return on average tangible common equity⁽¹⁾⁽³⁾		13.36	%		14.54	%		13.23	%		13.87	%		13.08	%
Net interest margin⁽¹⁾⁽³⁾		3.34	%		3.27	%		3.18	%		3.14	%		3.15	%

	12 Months Ended December 31,
		2024			2023
Profitability (reported)
Diluted earnings per share	$	2.97		$	2.65
Weighted average diluted common shares outstanding		47,433,174			44,770,171
Return on average assets		1.04	%		0.95	%
Return on average equity		9.57	%		9.34	%
Return on average tangible common equity⁽¹⁾		13.75	%		13.02	%
Net interest margin⁽¹⁾		3.23	%		3.29	%

		2024												2023
	4th Q			3rd Q			2nd Q			1st Q			4th Q
Profitability (operating)
Diluted earnings per share⁽¹⁾	$	0.77		$	0.80		$	0.69		$	0.68		$	0.72
Return on average assets⁽¹⁾⁽³⁾		1.06	%		1.12	%		0.98	%		0.97	%		0.99	%
Return on average equity⁽¹⁾⁽³⁾		9.60	%		10.23	%		9.14	%		9.04	%		9.79	%
Return on average tangible common equity⁽¹⁾⁽³⁾		13.57	%		14.56	%		13.26	%		13.20	%		14.49	%

		2024												2023
	4th Q			3rd Q			2nd Q			1st Q			4th Q
Balance sheet data
Short-term interest-bearing accounts	$	78,973		$	231,671		$	35,207		$	156,632		$	31,378
Securities available for sale		1,574,664			1,509,338			1,439,445			1,418,471			1,430,858
Securities held to maturity		842,921			854,941			878,909			890,863			905,267
Net loans		9,853,910			9,787,541			9,733,847			9,572,777			9,536,313
Total assets		13,786,666			13,839,552			13,501,909			13,439,199			13,309,040
Total deposits		11,546,761			11,588,278			11,271,459			11,195,289			10,968,994
Total borrowings		414,983			456,666			476,082			518,190			637,387
Total liabilities		12,260,525			12,317,572			12,039,954			11,997,784			11,883,349
Stockholders’ equity		1,526,141			1,521,980			1,461,955			1,441,415			1,425,691

Capital
Equity to assets		11.07	%		11.00	%		10.83	%		10.73	%		10.71	%
Tangible equity ratio⁽¹⁾		8.42	%		8.36	%		8.11	%		7.98	%		7.93	%
Book value per share	$	32.34		$	32.26		$	31.00		$	30.57		$	30.26
Tangible book value per share⁽²⁾	$	23.88		$	23.83		$	22.54		$	22.07		$	21.72
Leverage ratio		10.24	%		10.29	%		10.16	%		10.09	%		9.71	%
Common equity tier 1 capital ratio		11.93	%		11.86	%		11.70	%		11.68	%		11.57	%
Tier 1 capital ratio		12.83	%		12.77	%		12.61	%		12.61	%		12.50	%
Total risk-based capital ratio		15.03	%		15.02	%		14.88	%		14.87	%		14.75	%
Common stock price (end of period)	$	47.76		$	44.23		$	38.60		$	36.68		$	41.91

NBT Bancorp Inc. and Subsidiaries
Asset Quality and Consolidated Loan Balances
(unaudited, dollars in thousands)

		2024												2023
	4th Q			3rd Q			2nd Q			1st Q			4th Q
Asset quality
Nonaccrual loans	$	45,819		$	33,338		$	34,755		$	35,189		$	34,213
90 days past due and still accruing		5,798			3,981			3,333			2,600			3,661
Total nonperforming loans		51,617			37,319			38,088			37,789			37,874
Other real estate owned		182			127			74			–			–
Total nonperforming assets		51,799			37,446			38,162			37,789			37,874
Allowance for loan losses		116,000			119,500			120,500			115,300			114,400

Asset quality ratios
Allowance for loan losses to total loans		1.16	%		1.21	%		1.22	%		1.19	%		1.19	%
Total nonperforming loans to total loans		0.52	%		0.38	%		0.39	%		0.39	%		0.39	%
Total nonperforming assets to total assets		0.38	%		0.27	%		0.28	%		0.28	%		0.28	%
Allowance for loan losses to total nonperforming loans		224.73	%		320.21	%		316.37	%		305.12	%		302.05	%
Past due loans to total loans⁽⁴⁾		0.34	%		0.36	%		0.30	%		0.33	%		0.32	%
Net charge-offs to average loans⁽³⁾		0.23	%		0.16	%		0.15	%		0.19	%		0.22	%

		2024												2023
	4th Q			3rd Q			2nd Q			1st Q			4th Q
Loan net charge-offs by line of business
Commercial	$	2,542		$	807		$	(8	)	$	772		$	1,107
Residential real estate and home equity		(25	)		(64	)		(76	)		(32	)		11
Indirect auto		675			725			747			665			399
Residential solar		1,589			1,599			1,610			1,211			1,081
Other consumer		928			853			1,426			2,063			2,729
Total loan net charge-offs	$	5,709		$	3,920		$	3,699		$	4,679		$	5,327

		2024												2023
	4th Q			3rd Q			2nd Q			1st Q			4th Q
Allowance for loan losses as a percentage of loans by segment
Commercial & industrial		0.73	%		0.73	%		0.76	%		0.79	%		0.84	%
Commercial real estate		0.95	%		1.01	%		1.00	%		0.97	%		0.99	%
Residential real estate		1.00	%		1.00	%		0.98	%		0.89	%		0.84	%
Auto		0.81	%		0.83	%		0.85	%		0.81	%		0.83	%
Residential solar		3.70	%		3.70	%		3.76	%		3.58	%		3.28	%
Other consumer		2.65	%		3.51	%		4.09	%		4.24	%		4.70	%
Total		1.16	%		1.21	%		1.22	%		1.19	%		1.19	%

		2024												2023
	4th Q			3rd Q			2nd Q			1st Q			4th Q
Loans by line of business
Commercial & industrial	$	1,426,482		$	1,458,926		$	1,397,935		$	1,353,446		$	1,354,248
Commercial real estate		3,876,698			3,792,498			3,784,214			3,646,739			3,626,910
Residential real estate		2,142,249			2,143,766			2,134,875			2,133,289			2,125,804
Home equity		334,268			328,687			326,556			328,673			337,214
Indirect auto		1,273,253			1,235,175			1,225,786			1,190,734			1,130,132
Residential solar		820,079			839,659			861,883			896,147			917,755
Other consumer		96,881			108,330			123,098			139,049			158,650
Total loans	$	9,969,910		$	9,907,041		$	9,854,347		$	9,688,077		$	9,650,713

NBT Bancorp Inc. and Subsidiaries
Consolidated Balance Sheets
(unaudited, in thousands)

	December 31,		December 31,
	2024		2023
Assets
Cash and due from banks	$	205,083	$	173,811
Short-term interest-bearing accounts		78,973		31,378
Equity securities, at fair value		42,372		37,591
Securities available for sale, at fair value		1,574,664		1,430,858
Securities held to maturity (fair value $749,945 and $814,524, respectively)		842,921		905,267
Federal Reserve and Federal Home Loan Bank stock		33,957		45,861
Loans held for sale		9,744		3,371
Loans		9,969,910		9,650,713
Less allowance for loan losses		116,000		114,400
Net loans	$	9,853,910	$	9,536,313
Premises and equipment, net		80,840		80,675
Goodwill		362,663		361,851
Intangible assets, net		36,360		40,443
Bank owned life insurance		272,657		265,732
Other assets		392,522		395,889
Total assets	$	13,786,666	$	13,309,040

Liabilities and stockholders’ equity
Demand (noninterest bearing)	$	3,446,068	$	3,413,829
Savings, NOW and money market		6,658,188		6,230,456
Time		1,442,505		1,324,709
Total deposits	$	11,546,761	$	10,968,994
Short-term borrowings		162,942		386,651
Long-term debt		29,644		29,796
Subordinated debt, net		121,201		119,744
Junior subordinated debt		101,196		101,196
Other liabilities		298,781		276,968
Total liabilities	$	12,260,525	$	11,883,349

Total stockholders’ equity	$	1,526,141	$	1,425,691

Total liabilities and stockholders’ equity	$	13,786,666	$	13,309,040

NBT Bancorp Inc. and Subsidiaries
Consolidated Statements of Income
(unaudited, in thousands except per share data)

	Three Months Ended					Twelve Months Ended
	December 31,					December 31,
	2024			2023		2024			2023
Interest, fee and dividend income
Interest and fees on loans	$	141,103		$	132,738	$	552,846		$	462,669
Securities available for sale		8,773			7,208		31,274			29,812
Securities held to maturity		4,931			5,374		20,466			20,681
Other		2,930			5,594		7,084			9,627
Total interest, fee and dividend income	$	157,737		$	150,914	$	611,670		$	522,789
Interest expense
Deposits	$	46,815		$	42,753	$	186,948		$	104,641
Short-term borrowings		918			4,951		8,669			25,608
Long-term debt		293			294		1,166			925
Subordinated debt		1,816			1,795		7,232			6,076
Junior subordinated debt		1,790			1,948		7,533			7,320
Total interest expense	$	51,632		$	51,741	$	211,548		$	144,570
Net interest income	$	106,105		$	99,173	$	400,122		$	378,219
Provision for loan losses	$	2,209		$	5,126	$	19,607		$	16,524
Provision for loan losses – acquisition day 1 non-PCD		–			–		–			8,750
Total provision for loan losses	$	2,209		$	5,126	$	19,607		$	25,274
Net interest income after provision for loan losses	$	103,896		$	94,047	$	380,515		$	352,945
Noninterest income
Service charges on deposit accounts	$	4,411		$	4,165	$	17,087		$	15,425
Card services income		5,652			5,360		22,331			20,829
Retirement plan administration fees		12,924			11,226		56,587			47,221
Wealth management		10,842			9,152		41,641			34,763
Insurance services		3,883			3,659		17,032			15,667
Bank owned life insurance income		2,271			1,776		8,325			6,750
Net securities gains (losses)		222			507		2,789			(9,315	)
Other		2,221			2,643		11,032			10,838
Total noninterest income	$	42,426		$	38,488	$	176,824		$	142,178
Noninterest expense
Salaries and employee benefits	$	61,749		$	50,013	$	232,487		$	194,250
Technology and data services		10,220			10,174		39,139			38,163
Occupancy		7,786			7,175		31,309			28,408
Professional fees and outside services		4,843			5,115		19,132			17,601
Amortization of intangible assets		2,080			2,131		8,443			4,734
Reserve for unfunded loan commitments		(125	)		300		(705	)		30
Impairment of a minority interest equity investment		–			4,750		–			4,750
Acquisition expenses		988			254		1,531			9,978
Other		13,234			12,839		46,545			43,750
Total noninterest expense	$	100,775		$	92,751	$	377,881		$	341,664
Income before income tax expense	$	45,547		$	39,784	$	179,458		$	153,459
Income tax expense		9,542			9,338		38,817			34,677
Net income	$	36,005		$	30,446	$	140,641		$	118,782
Earnings Per Share
Basic	$	0.76		$	0.65	$	2.98		$	2.67
Diluted	$	0.76		$	0.64	$	2.97		$	2.65

NBT Bancorp Inc. and Subsidiaries
Quarterly Consolidated Statements of Income
(unaudited, in thousands except per share data)

		2024										2023
	4th Q			3rd Q		2nd Q			1st Q			4th Q
Interest, fee and dividend income
Interest and fees on loans	$	141,103		$	141,991	$	136,606		$	133,146		$	132,738
Securities available for sale		8,773			7,815		7,562			7,124			7,208
Securities held to maturity		4,931			5,042		5,190			5,303			5,374
Other		2,930			1,382		1,408			1,364			5,594
Total interest, fee and dividend income	$	157,737		$	156,230	$	150,766		$	146,937		$	150,914
Interest expense
Deposits	$	46,815		$	49,106	$	46,688		$	44,339		$	42,753
Short-term borrowings		918			1,431		2,899			3,421			4,951
Long-term debt		293			292		291			290			294
Subordinated debt		1,816			1,810		1,806			1,800			1,795
Junior subordinated debt		1,790			1,922		1,908			1,913			1,948
Total interest expense	$	51,632		$	54,561	$	53,592		$	51,763		$	51,741
Net interest income	$	106,105		$	101,669	$	97,174		$	95,174		$	99,173
Provision for loan losses	$	2,209		$	2,920	$	8,899		$	5,579		$	5,126
Provision for loan losses – acquisition day 1 non-PCD		–			–		–			–			–
Total provision for loan losses	$	2,209		$	2,920	$	8,899		$	5,579		$	5,126
Net interest income after provision for loan losses	$	103,896		$	98,749	$	88,275		$	89,595		$	94,047
Noninterest income
Service charges on deposit accounts	$	4,411		$	4,340	$	4,219		$	4,117		$	4,165
Card services income		5,652			5,897		5,587			5,195			5,360
Retirement plan administration fees		12,924			14,578		14,798			14,287			11,226
Wealth management		10,842			10,929		10,173			9,697			9,152
Insurance services		3,883			4,913		3,848			4,388			3,659
Bank owned life insurance income		2,271			1,868		1,834			2,352			1,776
Net securities gains (losses)		222			476		(92	)		2,183			507
Other		2,221			2,773		2,865			3,173			2,643
Total noninterest income	$	42,426		$	45,774	$	43,232		$	45,392		$	38,488
Noninterest expense
Salaries and employee benefits	$	61,749		$	59,641	$	55,393		$	55,704		$	50,013
Technology and data services		10,220			9,920		9,249			9,750			10,174
Occupancy		7,786			7,754		7,671			8,098			7,175
Professional fees and outside services		4,843			4,871		4,565			4,853			5,115
Amortization of intangible assets		2,080			2,062		2,133			2,168			2,131
Reserve for unfunded loan commitments		(125	)		250		(380	)		(450	)		300
Impairment of a minority interest equity investment		–			–		–			–			4,750
Acquisition expenses		988			543		–			–			254
Other		13,234			10,704		10,957			11,650			12,839
Total noninterest expense	$	100,775		$	95,745	$	89,588		$	91,773		$	92,751
Income before income tax expense	$	45,547		$	48,778	$	41,919		$	43,214		$	39,784
Income tax expense		9,542			10,681		9,203			9,391			9,338
Net income	$	36,005		$	38,097	$	32,716		$	33,823		$	30,446
Earnings Per Share
Basic	$	0.76		$	0.81	$	0.69		$	0.72		$	0.65
Diluted	$	0.76		$	0.80	$	0.69		$	0.71		$	0.64

NBT Bancorp Inc. and Subsidiaries
Average Quarterly Balance Sheets
(unaudited, dollars in thousands)

	Average Balance		Yield / Rates	Average Balance		Yield / Rates	Average Balance		Yield / Rates	Average Balance		Yield / Rates	Average Balance		Yield / Rates
	Q4 – 2024			Q3 – 2024			Q2 – 2024			Q1 – 2024			Q4 – 2023
Assets
Short-term interest-bearing accounts	$	184,988	5.27%	$	62,210	4.87%	$	48,861	5.48%	$	47,972	4.48%	$	319,907	5.59%
Securities taxable⁽¹⁾		2,317,034	2.10%		2,266,930	1.99%		2,280,767	1.97%		2,278,029	1.91%		2,310,409	1.88%
Securities tax-exempt⁽¹⁾⁽⁵⁾		211,493	3.46%		217,251	3.47%		226,032	3.56%		230,468	3.58%		232,575	3.51%
FRB and FHLB stock		33,261	5.75%		35,395	6.97%		40,283	7.41%		42,296	7.89%		47,994	8.98%
Loans⁽¹⁾⁽⁶⁾		9,957,879	5.65%		9,865,412	5.74%		9,772,014	5.63%		9,674,892	5.54%		9,653,191	5.47%
Total interest-earning assets	$	12,704,655	4.96%	$	12,447,198	5.01%	$	12,367,957	4.92%	$	12,273,657	4.84%	$	12,564,076	4.79%
Other assets		1,093,419			1,072,277			1,064,487			1,055,386			1,052,024
Total assets	$	13,798,074		$	13,519,475		$	13,432,444		$	13,329,043		$	13,616,100
Liabilities and stockholders’ equity
Money market deposit accounts	$	3,504,937	3.27%	$	3,342,845	3.68%	$	3,254,252	3.65%	$	3,129,160	3.56%	$	3,045,531	3.43%
NOW deposit accounts		1,664,960	0.91%		1,600,547	0.87%		1,603,695	0.78%		1,600,288	0.75%		1,645,401	0.80%
Savings deposits		1,561,703	0.05%		1,566,316	0.05%		1,586,753	0.05%		1,607,659	0.04%		1,666,915	0.04%
Time deposits		1,446,798	3.85%		1,442,424	4.00%		1,391,062	4.00%		1,352,559	4.00%		1,343,548	3.81%
Total interest-bearing deposits	$	8,178,398	2.28%	$	7,952,132	2.46%	$	7,835,762	2.40%	$	7,689,666	2.32%	$	7,701,395	2.20%
Federal funds purchased		–	–		2,609	5.34%		29,945	5.56%		19,769	5.53%		217	5.48%
Repurchase agreements		116,408	3.13%		98,035	2.80%		86,405	1.55%		82,419	1.55%		82,387	1.59%
Short-term borrowings		174	4.57%		48,875	5.74%		155,159	5.58%		213,390	5.34%		345,250	5.31%
Long-term debt		29,657	3.93%		29,696	3.91%		29,734	3.94%		29,772	3.92%		29,809	3.91%
Subordinated debt, net		120,967	5.97%		120,594	5.97%		120,239	6.04%		119,873	6.04%		119,531	5.96%
Junior subordinated debt		101,196	7.04%		101,196	7.56%		101,196	7.58%		101,196	7.60%		101,196	7.64%
Total interest-bearing liabilities	$	8,546,800	2.40%	$	8,353,137	2.60%	$	8,358,440	2.58%	$	8,256,085	2.52%	$	8,379,785	2.45%
Demand deposits		3,438,194			3,389,894			3,323,906			3,356,607			3,535,815
Other liabilities		295,292			292,446			306,747			286,749			326,857
Stockholders’ equity		1,517,788			1,483,998			1,443,351			1,429,602			1,373,643
Total liabilities and stockholders’ equity	$	13,798,074		$	13,519,475		$	13,432,444		$	13,329,043		$	13,616,100
Interest rate spread			2.56%			2.41%			2.34%			2.32%			2.34%
Net interest margin (FTE)⁽¹⁾			3.34%			3.27%			3.18%			3.14%			3.15%

NBT Bancorp Inc. and Subsidiaries
Average Year-to-Date Balance Sheets
(unaudited, dollars in thousands)

	Average				Yield/	Average				Yield/
	Balance		Interest		Rates	Balance		Interest		Rates
Twelve Months Ended December 31,		2024					2023
Assets
Short-term interest-bearing accounts	$	86,213	$	4,412	5.12%	$	126,765	$	6,259	4.94%
Securities taxable⁽¹⁾		2,285,725		45,588	1.99%		2,377,596		45,176	1.90%
Securities tax-exempt⁽¹⁾⁽⁵⁾		221,273		7,788	3.52%		214,053		6,730	3.14%
FRB and FHLB stock		37,789		2,672	7.07%		48,641		3,368	6.92%
Loans⁽¹⁾⁽⁶⁾		9,818,064		553,784	5.64%		8,803,228		463,290	5.26%
Total interest-earning assets	$	12,449,064	$	614,244	4.93%	$	11,570,283	$	524,823	4.54%
Other assets		1,071,455					923,850
Total assets	$	13,520,519				$	12,494,133
Liabilities and stockholders’ equity
Money market deposit accounts	$	3,308,433	$	116,982	3.54%	$	2,418,450	$	62,475	2.58%
NOW deposit accounts		1,617,456		13,442	0.83%		1,555,414		8,298	0.53%
Savings deposits		1,580,517		734	0.05%		1,715,749		650	0.04%
Time deposits		1,408,410		55,790	3.96%		1,006,867		33,218	3.30%
Total interest-bearing deposits	$	7,914,816	$	186,948	2.36%	$	6,696,480	$	104,641	1.56%
Federal funds purchased		13,016		721	5.54%		24,575		1,269	5.16%
Repurchase agreements		95,879		2,255	2.35%		70,251		747	1.06%
Short-term borrowings		103,963		5,693	5.48%		450,377		23,592	5.24%
Long-term debt		29,715		1,166	3.92%		24,247		925	3.81%
Subordinated debt, net		120,420		7,232	6.01%		105,756		6,076	5.75%
Junior subordinated debt		101,196		7,533	7.44%		101,196		7,320	7.23%
Total interest-bearing liabilities	$	8,379,005	$	211,548	2.52%	$	7,472,882	$	144,570	1.93%
Demand deposits		3,377,352					3,463,608
Other liabilities		295,301					285,310
Stockholders’ equity		1,468,861					1,272,333
Total liabilities and stockholders’ equity	$	13,520,519				$	12,494,133
Net interest income (FTE)⁽¹⁾			$	402,696				$	380,253
Interest rate spread					2.41%					2.61%
Net interest margin (FTE)⁽¹⁾					3.23%					3.29%
Taxable equivalent adjustment			$	2,574				$	2,034
Net interest income			$	400,122				$	378,219

⁽¹⁾	The following tables provide the Non-GAAP reconciliations for the Non-GAAP measures contained in this release:

	Non-GAAP measures
	(unaudited, dollars in thousands except per share data)

			2024												2023
		4th Q			3rd Q			2nd Q			1st Q			4th Q
	Operating net income
	Net income	$	36,005		$	38,097		$	32,716		$	33,823		$	30,446
	Acquisition expenses		988			543			–			–			254
	Impairment of a minority interest equity investment		–			–			–			–			4,750
	Securities (gains) losses		(222	)		(476	)		92			(2,183	)		(507	)
	Adjustments to net income	$	766		$	67		$	92		$	(2,183	)	$	4,497
	Adjustments to net income (net of tax)	$	604		$	52		$	72		$	(1,703	)	$	3,435
	Operating net income	$	36,609		$	38,149		$	32,788		$	32,120		$	33,881
	Operating diluted earnings per share	$	0.77		$	0.80		$	0.69		$	0.68		$	0.72

			2024												2023
		4th Q			3rd Q			2nd Q			1st Q			4th Q
	FTE adjustment
	Net interest income	$	106,105		$	101,669		$	97,174		$	95,174		$	99,173
	Add: FTE adjustment		619			639			658			658			669
	Net interest income (FTE)	$	106,724		$	102,308		$	97,832		$	95,832		$	99,842
	Average earning assets	$	12,704,655		$	12,447,198		$	12,367,957		$	12,273,657		$	12,564,076
	Net interest margin (FTE)⁽³⁾		3.34	%		3.27	%		3.18	%		3.14	%		3.15	%

		12 Months Ended December 31,
			2024			2023
	FTE adjustment
	Net interest income	$	400,122		$	378,219
	Add: FTE adjustment		2,574			2,034
	Net interest income (FTE)	$	402,696		$	380,253
	Average earning assets	$	12,449,064		$	11,570,283
	Net interest margin (FTE)		3.23	%		3.29	%

	Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%.

⁽¹⁾	The following tables provide the Non-GAAP reconciliations for the Non-GAAP measures contained in this release:

	Non-GAAP measures (continued)
	(unaudited, dollars in thousands)

			2024												2023
		4th Q			3rd Q			2nd Q			1st Q			4th Q
	Tangible equity to tangible assets
	Total equity	$	1,526,141		$	1,521,980		$	1,461,955		$	1,441,415		$	1,425,691
	Intangible assets		399,023			397,853			398,686			400,819			402,294
	Total assets	$	13,786,666		$	13,839,552		$	13,501,909		$	13,439,199		$	13,309,040
	Tangible equity to tangible assets		8.42	%		8.36	%		8.11	%		7.98	%		7.93	%

			2024												2023
		4th Q			3rd Q			2nd Q			1st Q			4th Q
	Return on average tangible common equity
	Net income	$	36,005		$	38,097		$	32,716		$	33,823		$	30,446
	Amortization of intangible assets (net of tax)		1,560			1,547			1,600			1,626			1,599
	Net income, excluding intangibles amortization	$	37,565		$	39,644		$	34,316		$	35,449		$	32,045

	Average stockholders’ equity	$	1,517,788		$	1,483,998		$	1,443,351		$	1,429,602		$	1,373,643
	Less: average goodwill and other intangibles		399,139			399,113			399,968			401,756			401,978
	Average tangible common equity	$	1,118,649		$	1,084,885		$	1,043,383		$	1,027,846		$	971,665
	Return on average tangible common equity⁽³⁾		13.36	%		14.54	%		13.23	%		13.87	%		13.08	%

		12 Months Ended December 31,
			2024			2023
	Return on average tangible common equity
	Net income	$	140,641		$	118,782
	Amortization of intangible assets (net of tax)		6,332			3,551
	Net income, excluding intangibles amortization	$	146,973		$	122,333

	Average stockholders’ equity	$	1,468,861		$	1,272,333
	Less: average goodwill and other intangibles		399,989			332,667
	Average tangible common equity	$	1,068,872		$	939,666
	Return on average tangible common equity		13.75	%		13.02	%

⁽²⁾	Non-GAAP measure – Stockholders’ equity less goodwill and intangible assets divided by common shares outstanding.
⁽³⁾	Annualized.
⁽⁴⁾	Total past due loans, defined as loans 30 days or more past due and in an accrual status.
⁽⁵⁾	Securities are shown at average amortized cost.
⁽⁶⁾	For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding.

Contact:	Scott A. Kingsley, President and CEO
	Annette L. Burns, Executive Vice President and CFO
	NBT Bancorp Inc.
	52 South Broad Street
	Norwich, NY 13815
	607-337-6589

This press release was published by a CLEAR® Verified individual.

The MIL Network –

January 28, 2025

MIL-OSI: HZJL Cayman Limited Announces Entering into a Merger Agreement with Rising Dragon Acquisition Corporation

Source: GlobeNewswire (MIL-OSI)

HANGZHOU, CHINA, Jan. 27, 2025 (GLOBE NEWSWIRE) — HZJL Cayman Limited (“HZJL”), a comprehensive solution provider empowering local businesses with innovative branding, software, and supply chain services, announced the execution of an Agreement and Plan of Merger (the “Merger Agreement”) for a business combination with Rising Dragon Acquisition Corporation (Nasdaq: RDACU, RDAC, RDACR) (“RDAC”), a publicly traded special purpose acquisition company.

Upon consummation of the transaction contemplated by the Merger Agreement, (i) RDAC will reincorporate by merging with and into Xpand Boom Technology Inc., a Cayman Islands exempted company and wholly owned subsidiary of RDAC (“Xpand Boom Technology”), and (ii) concurrently with the reincorporation merger, Xpand Boom Solution Inc., a Cayman Islands exempted company and wholly owned subsidiary of Xpand Boom Technology, will be merged with and into HZJL, resulting in HZJL being a wholly owned subsidiary of Xpand Boom Technology (the “Business Combination” and the transactions in connection with the Business Combination collectively, the “Transaction”). Upon the closing of the Transaction, the parties plan to remain Nasdaq-listed under a new ticker symbol.

HZJL Overview

HZJL is a dynamic solution provider dedicated to empowering local lifestyle businesses such as restaurants, coffee shops, beauty salons, convenience stores, and massage centers, through innovative online social branding, software application, and supply chain services.

HZJL’s core service offering is its online branding service, which leverages the power of social media to promote compelling success stories for both businesses and their founders. This service helps businesses build strong, authentic identities that resonate with their target audience, and enhance brand visibility and customer loyalty. In addition, HZJL offers a sophisticated online application designed to streamline operations and optimize customer relationship management. HZJL also provides comprehensive supply chain solutions, with a special focus on supporting local restaurants.

With a mission to fuel scalable growth for business owners, HZJL combines these three key service areas that work together to drive operational excellence, customer engagement, and efficient growth strategies.

Key Transaction Terms

Under the terms of the Merger Agreement, RDAC’s wholly owned subsidiary, Xpand Boom Technology, will acquire HZJL, resulting in Xpand Boom Technology being a listed company on the Nasdaq Capital Market. At the effective time of the Transaction, HZJL’s shareholders and management will receive 35 million ordinary shares of Xpand Boom Technology. In addition, certain HZJL shareholders will be entitled to receive earn-out consideration of up to an additional 20 million ordinary shares of Xpand Boom Technology, subject to HZJL meeting certain revenue targets in the two subsequent years as set forth in the Merger Agreement. The shares held by certain HZJL’s shareholders will be subject to lock-up agreements for a period of six months following the closing of the Transaction, subject to certain exceptions.

The Transaction, which has been unanimously approved by the boards of directors of both RDAC and HZJL, is subject to regulatory approvals, the approvals by the shareholders of RDAC and HZJL, respectively, and the satisfaction of certain other customary closing conditions, including, among others, a registration statement, of which the proxy statement/prospectus forms a part, being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), and the approval by Nasdaq of the listing application of the combined company.

The description of the Business Combination contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement relating to the Business Combination. A more detailed description of the Transaction and a copy of the Merger Agreement will be included in a Current Report on Form 8-K to be filed by RDAC with the SEC and will be available on the SEC’s website at www.sec.gov.

Comments on HZJL

“We are excited for the proposed Business Combination with HZJL and admire the company that Mr. Xiong Bin and the HZJL management team have built,” said Xing Lulu, Chief Executive Officer of RDAC. “I look forward to working with HZJL’s first-class management team to help them thrive as a public company while they continue to grow.”

Xiong Bin, founder of HZJL, stated: “For several years, HZJL has been evolving with the local lifestyle business services market. Our motto, ‘Scalable Growth-Engine Empowering Local Business,’ underlines our ongoing commitment to delivering innovative solutions that foster substantial local business growth and scalability. We have garnered valuable industrial experience and know-how from assisting our customers from various industries in achieving their goals, including with respect to brand building, business operations and supply chain optimization. Our solutions specifically address the challenges faced by small and medium-sized enterprises, providing them critical assistance in overcoming marketing and management hurdles. We are excited to collaborate with RDAC, with which we share similar market visions and business strategies. We are confident that the RDAC team will play a key role in helping us achieve our aspirations and long-term success.”

Advisors

Loeb & Loeb LLP, Joint-Win Partners, and Maples and Calder (Hong Kong) LLP serve as legal counsel to RDAC. Han Kun Law Offices, Han Kun Law Offices LLP, and Harney Westwood & Riegels serve as legal counsel to HZJL. Chain Stone Capital Limited (CTM) serves as the financial advisor to HZJL.

About Rising Dragon Acquisition Corporation

Rising Dragon Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

About HZJL Cayman Limited

HZJL is a comprehensive solution provider empowering local businesses with innovative branding, software, and supply chain services. The company is dedicated to fuel the scalable growth of business owners by combining technology, customer service, and operational excellence to unlock new levels of success. The company’s innovative solutions can help small and medium-sized enterprises better leverage social platforms to build their own stories in the rapidly changing Internet era, use online applications to improve efficiency and engage new customers, and use optimized supply chain services to produce better products and services, helping these companies grow bigger and faster.

Participants in the Solicitation

Xpand Boom Technology Inc., Rising Dragon Acquisition Corp., and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of RDAC ordinary shares in respect of the proposed Transaction. Information about RDAC’s directors and executive officers and their ownership of RDAC’s ordinary shares is currently set forth in RDAC’s prospectus related to its initial public offering dated October 11, 2024, as modified or supplemented by any Form 10-K, Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in a registration statement on Form F-4 (as may be amended from time to time) that will include a proxy statement and a registration statement/preliminary prospectus (the “Registration Statement”) pertaining to the proposed Transaction when it becomes available. These documents can be obtained free of charge from the sources indicated below.

No Offer or Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and does not constitute an offer to sell or the solicitation of an offer to buy any securities of RDAC or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Important Information about the Proposed Business Combination and Where to Find It

In connection with the Transaction, Xpand Boom Technology will file relevant materials with the SEC, including the Registration Statement. Promptly after the Registration Statement is declared effective, the proxy statement/prospectus will be sent to all RDAC shareholders entitled to vote at the special meeting relating to the Transaction. Before making any voting decision, securities holders of RDAC are urged to read the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Transaction as they become available because they will contain important information about the Transaction and the parties to the Transaction.

Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed or that will be filed with the SEC through RDAC through the website maintained by the SEC at www.sec.gov, or by directing a request to the contacts mentioned below.

Wenyi Shen
Chief Financial Officer
Rising Dragon Acquisition Corp.
Email: woody.shen@hywincapital.cn

Zhiguo Sun
HZJL Cayman Limited
Investor Relations Officer
Email: ir@xpandboom.com

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. RDAC’s and HZJL’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, RDAC’s and HZJL’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of RDAC or HZJL and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement relating to the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against RDAC or HZJL following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete the Business Combination, including due to failure to obtain approval of the shareholders of RDAC or other conditions to closing in the Merger Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from PRC regulators) required to complete the transactions contemplated by the Merger Agreement; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (6) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on Nasdaq following the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that HZJL or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties to be identified in the Registration Statement filed by RDAC and Xpand Boom Technology (when available) relating to the Business Combination, including those under “Risk Factors” therein, and in other filings with the SEC made by RDAC and HZJL. RDAC and HZJL caution that the foregoing list of factors is not exclusive. RDAC and HZJL caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither RDAC or HZJL undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.

The MIL Network –

January 28, 2025

MIL-OSI: Lake Shore Bancorp, Inc. Declares Fourth Quarter 2024 Dividend

Source: GlobeNewswire (MIL-OSI)

DUNKIRK, N.Y., Jan. 27, 2025 (GLOBE NEWSWIRE) — Lake Shore Bancorp, Inc. (the “Company”) (NASDAQ: LSBK), the holding company for Lake Shore Savings Bank (the “Bank”), announced today that the Board of Directors declared a cash dividend of $0.18 per share on its outstanding common stock on January 27, 2025. The dividend is expected to be paid on February 14, 2025 to stockholders of record as of February 10, 2025. The Company received the written approval from the Federal Reserve Bank of Philadelphia (the “Reserve Bank”) on January 9, 2025 to pay a cash dividend of $0.18 per share to its stockholders.

About Lake Shore
Lake Shore Bancorp, Inc. (NASDAQ Global Market: LSBK) is the mid-tier holding company of Lake Shore Savings Bank, a federally chartered, community-oriented financial institution headquartered in Dunkirk, New York. The Bank has ten full-service branch locations in Western New York, including four in Chautauqua County and six in Erie County. The Bank offers a broad range of retail and commercial lending and deposit services. The Company’s common stock is traded on the NASDAQ Global Market as “LSBK”. Additional information about the Company is available at www.lakeshoresavings.com.

Safe-Harbor
This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on current expectations, estimates and projections about the Company’s and the Bank’s industry, and management’s beliefs and assumptions. Words such as anticipates, expects, intends, plans, believes, estimates and variations of such words and expressions are intended to identify forward-looking statements. Such statements reflect management’s current views of future events and operations. These forward-looking statements are based on information currently available to the Company as of the date of this release. It is important to note that these forward-looking statements are not guarantees of future performance and involve and are subject to significant risks, contingencies, and uncertainties, many of which are difficult to predict and are generally beyond our control including, but not limited to, compliance with the Written Agreement with the Federal Reserve Bank of Philadelphia, data loss or other security breaches, including a breach of our operational or security systems, policies or procedures, including cyber-attacks on us or on our third party vendors or service providers, economic conditions, the effect of changes in monetary and fiscal policy, inflation, unanticipated changes in our liquidity position, climate change, geopolitical conflicts, public health issues, increased unemployment, deterioration in the credit quality of the loan portfolio and/or the value of the collateral securing repayment of loans, reduction in the value of investment securities, the cost and ability to attract and retain key employees, regulatory or legal developments, tax policy changes, dividend policy changes, and our ability to implement and execute our business plan and strategy and expand our operations. These factors should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements, as our financial performance could differ materially due to various risks or uncertainties. We do not undertake to publicly update or revise our forward-looking statements if future changes make it clear that any projected results expressed or implied therein will not be realized.

Source: Lake Shore Bancorp, Inc.
Category: Financial

Investor Relations/Media Contact
Kim C. Liddell
President, CEO, and Director
Lake Shore Bancorp, Inc.
31 East Fourth Street
Dunkirk, New York 14048
(716) 366-4070 ext. 1012

The MIL Network –

January 28, 2025

MIL-OSI: Diginex Limited Announces Underwriters’ Full Exercise of Over-Allotment Option

Source: GlobeNewswire (MIL-OSI)

HONG KONG, Jan. 27, 2025 (GLOBE NEWSWIRE) — Diginex Limited (“Diginex Limited” or the “Company”), incorporated in the Cayman Islands, is an impact technology business that helps organizations to address the some of the most pressing Environmental, Social and Governance (“ESG”), climate and sustainability issues, utilizing blockchain, machine learning and data analysis technology to lead change and increase transparency in corporate social responsibility and climate action, today announced that on January 27, 2025, the underwriters of its previously announced initial public offering (the “Offering”) have exercised their over-allotment option (the “Over-Allotment Option”) in full and purchased an additional 337,500 ordinary shares of the Company at the public offering price of $4.10 per share, resulting in additional gross proceeds of $1.38 million. After giving effect to the full exercise of the Over-Allotment Option, the total number of ordinary shares sold by the Company in the Offering increased to 2,587,500 ordinary shares and the gross proceeds increased to $10.61 million, before deducting underwriting discounts and other related expenses. The Company’s ordinary shares began trading on the Nasdaq Capital Market under the symbol “DGNX” on January 22, 2025.

The Offering was conducted on a firm commitment basis. The Company intends to use the proceeds from the Offering for working capital and general corporate purposes.

Dominari Securities, LLC acted as the representative of the underwriters to the Offering, and Revere Securities LLC was a co-underwriter. Loeb & Loeb LLP acted as U.S. and Hong Kong counsel to the Company, and Robinson & Cole LLP acted as U.S. counsel to Dominari Securities LLC and Revere Securities LLC in connection with this Offering.

A registration statement on Form F-1 (File No. 333-282027) was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on December 20, 2024. A final prospectus relating to the Offering was filed with the SEC on January 23, 2025 and available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this Offering may be obtained from Dominari Securities LLC, 725 5th Ave, 23rd Floor, New York, NY 10022, Telephone: (212) 393-4500; Email: investmentbanking@dominarisecurities.com.

Before you invest, you should read the registration statement (including the post-effective amendment) and the preliminary prospectus contained therein, the final prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Diginex Limited

Diginex Limited is a Cayman Islands exempted company incorporated under the laws of the Cayman Islands in 2024, with subsidiaries located in Hong Kong, United Kingdom and United States of America. Diginex Limited conducts operations through its wholly owned subsidiary Diginex Solutions (HK) Limited, a Hong Kong corporation (“DSL”) and DSL is the sole owner of (i) Diginex Services Limited, a corporation formed in the United Kingdom and (ii) Diginex USA LLC, a limited liability company formed in the State of Delaware. DSL commenced operations in 2020, is headquartered in Hong Kong, and is a software company that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. DSL is an impact technology business that helps organizations to address the some of the most pressing ESG, climate and sustainability issues, utilizing blockchain, machine learning and data analysis technology to lead change and increase transparency in corporate social responsibility and climate action.

Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software For more information, please visit the Company’s website: https://www.diginex.com/.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s Offering and the use of proceeds. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

For investor and media inquiries, please contact:

Diginex
Investor Relations
Email: ir@diginex.com

Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global

The MIL Network –

January 28, 2025

MIL-OSI: Preferred Bank Reports Fourth Quarter and Annual Results

Source: GlobeNewswire (MIL-OSI)

LOS ANGELES, Jan. 27, 2025 (GLOBE NEWSWIRE) — Preferred Bank (NASDAQ: PFBC), one of the larger independent California banks, today reported results for the quarter ended December 31, 2024. Preferred Bank (“the Bank”) reported net income of $30.2 million or $2.25 per diluted share for the fourth quarter of 2024. This represents a decrease in net income of $3.2 million from the prior quarter and a decrease of $5.6 from the same quarter last year. The decrease compared to both periods was mainly due to a one-time $8.1 million increase in occupancy expense this quarter due to the previously disclosed error in the calculation of ASC 842, Accounting for Leases. As previously disclosed, this calculation error goes back to the adoption of ASC 842 in 2019 and the $8.1 million item represents the cumulative erroneous calculation through the years from 2019 to present.

Net interest income was $69.2 million, up by $325,000 compared to last quarter’s $68.8 million and down slightly from the $69.4 million recorded one year ago. Noninterest expense was $28.2 million, an increase of $6.2 million from the previous quarter and an increase of $10.4 million over the same quarter last year. These increases were due to the aforementioned non-recurring occupancy expense item. The provision for credit losses was $2.0 million this quarter compared to $3.2 million last quarter and compared to $3.5 million this quarter last year. Despite the non-recurring expense item, Preferred Bank continues to deliver top-of-peer group profitability metrics and long term shareholder returns.

Highlights for the Quarter:

Return on average assets was 1.74%
Return on beginning equity of 16.03%
Net interest margin (NIM) held strong at 4.06%
Total loans increased by $71 million or 1.3%
Efficiency ratio was 38.8%

Highlights for the Year:

Return on average assets was 1.91%
Return on beginning equity of 18.80%
The NIM was 4.08%
Total loans increased by $369 million or 7.0%
Efficiency ratio was 31.47%

Li Yu, Chairman and CEO, commented, “We completed the year 2024 with net income of $130.7 million or $9.64 per diluted share. Return on assets was 1.91% for the year and return on beginning equity was 18.8%, which should be well above peer group and the industry average.

”Fourth quarter net income of $30.2 million or $2.25 per diluted share was negatively impacted by a correction to our lease expense of $8.1 million. This correction was previously announced and is non-recurring in nature. The after-tax effect of this item was approximately $0.42.

“Under a high interest rate and high inflation environment, Preferred Bank’s loan growth and deposit growth were less than our historical performance. 2024 loan growth of 7.0% and deposit growth of 3.6% were still in- line with industry averages.

“At December 31, 2024, our credit metrics improved from September 30, 2024. Non-performing loans decreased by $10.0 million or 52% and criticized loans decreased by $76.7 million or 32.6%. The Bank’s allowance for credit losses to total loans was 1.27% as of December 31, 2024.

“The recent wildfires in the Los Angeles area have wrought unprecedented damage to our community. We at Preferred Bank will be dedicated to making the utmost effort to help rebuild the homes and businesses lost in this tragedy. At this time, the Bank has confirmed the existence of one property that secures a commercial loan which was affected by the fires but we can confirm the property had the appropriate insurance. We are most grateful that none of our residential home mortgage borrowers have been affected and that none of our employees have been directly impacted.

“In December, our Board of Directors announced an increase in the quarterly dividend from $0.70 per quarter to $0.75 per quarter, the first of which is payable in January of 2025. For the year, we also repurchased 464,314 shares of our common stock for total consideration of $34.3 million. At December 31, 2024, the Bank’s tier 1 leverage ratio improved to 11.33% from 10.85% as of December 31, 2023. Tangible book value per common share increased from $50.54 at the end of 2023 to $57.86 as of December 31, 2024, a 13.1% increase.

“We look forward to continue our consistently strong financial performance into 2025.”

Results of Operations – Quarter

Net Interest Income and Net Interest Margin. Net interest income before provision for credit losses was $69.2 million for the fourth quarter of 2024. This was a $325,000 increase from the $68.8 million recorded in the prior quarter and a $223,000 decrease from the same quarter last year. Compared to the prior quarter, interest income was down by $3.6 million but interest expense also decreased by $3.9 million. In comparison to the same quarter last year, interest income increased by $894,000 but interest expense increased by $1.1 million. The Bank’s net interest margin came in at 4.06% for the quarter, this is down slightly from the 4.10% recorded last quarter and was down by 18 basis points from the 4.24% margin achieved in the fourth quarter of the prior year. Management believes that efforts to reduce the Bank’s asset sensitivity have been largely effective as the margin has held up much better than originally anticipated when the first rate cut occurred in September of 2024.

Noninterest Income. For the fourth quarter of 2024, noninterest income was $3.6 million compared with $2.1 million for the same quarter last year and compared to $3.5 million for the third quarter of 2024. The increase over the prior quarter was primarily due to other income and fees which increased by $131,000. In comparing to the same quarter last year, letter of credit (LC) fee income was up by $491,000 and last year the Bank recorded a loss on sale of investment securities of $929,000. Finally, other income was up by $303,000 over last year.

Noninterest Expense. Total noninterest expense was $28.2 million for the fourth quarter of 2024 compared to $22.1 million for the third quarter of 2024 and compared to the $17.9 million recorded in the same period last year. The primary reason for the increase over the prior year and over the prior quarter was the $8.1 million occupancy expense adjustment related to accounting pronouncement ASC 842 mentioned earlier. In comparing to the prior quarter; personnel expense was down by $246,000, business development expense was up by $99,000 and OREO expense was lower by $1.8 million due to a $1.6 million valuation allowance recorded last quarter. In comparing to same quarter last year; personnel expense was up by $1.2 million due to additional personnel, professional services was up by $251,000 and other expense was up by $360,000. For the quarter ended December 31, 2024, the Bank’s efficiency ratio was 38.8%, higher than the 30.6% posted last quarter and higher than the 25.0% posted this quarter last year.

Income Taxes. The Bank recorded a provision for income taxes of $12.3 million for the fourth quarter of 2024. This represents an effective tax rate (“ETR”) of 29.0% which is identical to the ETR for last quarter and up from the 28.5% ETR recorded in the same period last year. The Bank’s ETR will fluctuate slightly from quarter to quarter within a fairly small range due to the timing of taxable events throughout the year.

Balance Sheet Summary

Total gross loans at December 31, 2024 were $5.64 billion, an increase of $369 million from the total of $5.27 billion as of December 31, 2023. Total deposits were $5.92 billion, an increase of $207.5 million from the $5.71 billion as of December 31, 2023. Total assets were $6.92 billion, an increase of $264.2 million over the total of $6.66 billion as of December 31, 2023.

Results of Operations – Year

The Bank’s net income for the year ended December 31, 2024 was $130.7 million or $9.64 per diluted share. This is down from $150.0 million or $10.52 per diluted share for 2023. The decrease was due to net interest income which was down by $16.7 million as well as noninterest expense which increased by $13.4 million. This was partially offset by noninterest income which increased in 2024 by $6.5 million over 2023. Despite this decline, the Bank’s earnings metrics still remain top-of-class as ROA was 1.91%, ROBE was 18.8% and the Bank’s efficiency ratio was 31.5%. Also, during 2024 the Bank repurchased 464,314 shares at an average price of $73.76 which contributed approximately $0.17 per diluted share for 2024.

Asset Quality

Non-accrual loans and loans 90 days past due and still accruing totaled $9.4 million as of December 31, 2024, a decrease of $10.0 million from $19.4 million on September 30, 2024 and a decrease of $19.3 million from the $28.7 million in nonperforming loans as of December 31, 2023. Total net charge-offs for the quarter were $6.6 million and all were previously fully reserved.

Total criticized loans decreased to $158.1 million from $234.8 million last quarter. The Bank expects to upgrade a number of the remaining credits in this cohort once more collateral is in place.

Allowance for Credit Losses

The provision for credit losses for the fourth quarter of 2024 was $2.0 million compared to $3.2 million last quarter and compared to $3.5 million in the same quarter last year. The Bank’s allowance coverage ratio declined to 1.27% of loans as compared to 1.36% in the prior quarter.

Capitalization

As of December 31, 2024, the Bank’s leverage ratio was 11.33%, the common equity tier 1 capital ratio was 11.80% and the total capital ratio stood at 15.11%. As of December 31, 2023, the Bank’s leverage ratio was 10.85%, the common equity tier 1 ratio was 11.57% and the total capital ratio was 15.18%.

Conference Call and Webcast

A conference call with simultaneous webcast to discuss Preferred Bank’s fourth quarter 2024 financial results will be held tomorrow, January 28, 2025 at 2:00 p.m. Eastern / 11:00 a.m. Pacific. Interested participants and investors may access the conference call by dialing 844-826-3037 (domestic) or 412-317-5182 (international) and referencing “Preferred Bank.” There will also be a live webcast of the call available at the Investor Relations section of Preferred Bank’s website at www.preferredbank.com.

Preferred Bank’s Chairman and CEO Li Yu, President and Chief Operating Officer Wellington Chen, Chief Financial Officer Edward J. Czajka, Chief Credit Officer Nick Pi and Deputy Chief Operating Officer Johnny Hsu will discuss Preferred Bank’s financial results, business highlights and outlook. After the live webcast, a replay will be available at the Investor Relations section of Preferred Bank’s website. A replay of the call will also be available at 877-344-7529 (domestic) or 412-317-0088 (international) through February 11, 2025; the passcode is 6335378.

About Preferred Bank

Preferred Bank is one of the larger independent commercial banks headquartered in California. The Bank is chartered by the State of California, and its deposits are insured by the Federal Deposit Insurance Corporation, or FDIC, to the maximum extent permitted by law. The Bank conducts its banking business from its main office in Los Angeles, California, and through twelve full-service branch banking offices in California (Alhambra, Century City, City of Industry, Torrance, Arcadia, Irvine (2), Diamond Bar, Pico Rivera, Tarzana and San Francisco (2)), one branch in Flushing, New York and a branch office in the Houston, Texas suburb of Sugar Land. In addition, the Bank also operates a loan production office in Sunnyvale, California. Preferred Bank offers a broad range of deposit and loan products and services to both commercial and consumer customers. The Bank provides personalized deposit services as well as real estate finance, commercial loans and trade finance to small and mid-sized businesses, entrepreneurs, real estate developers, professionals and high net worth individuals. Although originally founded as a Chinese-American Bank, Preferred Bank now derives most of its customers from the diversified mainstream market but does continue to benefit from the significant migration to California of ethnic Chinese from China and other areas of East Asia.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the Bank’s future financial and operating results, the Bank’s plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Bank’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: changes in economic conditions; changes in the California real estate market; the loss of senior management and other employees; natural disasters or recurring energy shortage; changes in interest rates; competition from other financial services companies; ineffective underwriting practices; inadequate allowance for loan and lease losses to cover actual losses; risks inherent in construction lending; adverse economic conditions in Asia; downturn in international trade; inability to attract deposits; inability to raise additional capital when needed or on favorable terms; inability to manage growth; inadequate communications, information, operating and financial control systems, technology from fourth party service providers; the U.S. government’s monetary policies; government regulation; environmental liability with respect to properties to which the bank takes title; and the threat of terrorism. Additional factors that could cause the Bank’s results to differ materially from those described in the forward-looking statements can be found in the Bank’s 2023 Annual Report on Form 10-K filed with the Federal Deposit Insurance Corporation which can be found on Preferred Bank’s website. The forward-looking statements in this press release speak only as of the date of the press release, and the Bank assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those contained in the forward-looking statements. For additional information about Preferred Bank, please visit the Bank’s website at www.preferredbank.com.

Financial Tables to Follow


PREFERRED BANK
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except for net income per share and shares)

	For the Quarter Ended
	December 31,		September 30,		December 31,
	2024		2024		2023
Interest income:
Loans, including fees	$	111,596	$	114,112	$	107,709
Investment securities		14,013		15,032		16,973
Fed funds sold		249		280		282
Total interest income		125,858		129,424		124,964

Interest expense:
Interest-bearing demand		18,245		23,211		21,716
Savings		85		84		72
Time certificates		37,030		35,956		32,455
Subordinated debt		1,325		1,325		1,325
Total interest expense		56,685		60,576		55,568
Net interest income		69,173		68,848		69,396
Provision for credit losses		2,000		3,200		3,500
Net interest income after provision for credit losses		67,173		65,648		65,896

Noninterest income:
Fees & service charges on deposit accounts		761		747		857
Letters of credit fee income		1,977		1,959		1,486
BOLI income		102		108		105
Net loss on called and sale of investment securities		–		–		(929	)
Net gain on sale of loans		112		91		205
Other income		685		554		382
Total noninterest income		3,637		3,459		2,106

Noninterest expense:
Salary and employee benefits		13,279		13,525		12,058
Net occupancy expense		10,110		1,883		1,536
Business development and promotion expense		340		241		239
Professional services		1,606		1,816		1,355
Office supplies and equipment expense		396		435		391
OREO valuation allowance and related expense		155		1,915		294
Other		2,360		2,274		2,000
Total noninterest expense		28,246		22,089		17,873
Income before provision for income taxes		42,564		47,018		50,129
Income tax expense		12,343		13,635		14,290
Net income	$	30,221	$	33,383	$	35,839

Income per share available to common shareholders
Basic	$	2.29	$	2.50	$	2.63
Diluted	$	2.25	$	2.46	$	2.60

Weighted-average common shares outstanding
Basic		13,190,696		13,327,848		13,617,225
Diluted		13,442,294		13,544,273		13,804,315

Cash dividends per common share	$	0.75	$	0.70	$	0.70

PREFERRED BANK
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except for net income per share and shares)

	For the Twelve Months Ended
	December 31,		December 31,			Change
	2024		2023			%
Interest income:
Loans, including fees	$	445,139	$	412,505			7.9	%
Investment securities		62,854		64,427			-2.4	%
Fed funds sold		1,103		1,056			4.5	%
Total interest income		509,096		477,988			6.5	%

Interest expense:
Interest-bearing demand		87,951		75,417			16.6	%
Savings		323		225			43.5	%
Time certificates		142,894		103,853			37.6	%
FHLB borrowings		0		3,819			-100.0	%
Subordinated debt		5,300		5,300			0.0	%
Total interest expense		236,468		188,614			25.4	%
Net interest income		272,628		289,374			-5.8	%
Provision for credit losses		12,100		10,000			21.0	%
Net interest income after provision for credit losses		260,528		279,374			-6.7	%

Noninterest income:
Fees & service charges on deposit accounts		3,172		3,333			-4.8	%
Letters of credit fee income		7,188		5,798			24.0	%
BOLI income		420		412			2.1	%
Net loss on called and sale of investment securities		–		(5,046	)		-100.0	%
Net gain on sale of loans		659		752			-12.4	%
Other income		2,126		1,864			14.0	%
Total noninterest income		13,565		7,113			90.7	%

Noninterest expense:
Salary and employee benefits		53,648		51,314			4.5	%
Net occupancy expense		15,420		6,049			154.9	%
Business development and promotion expense		1,250		737			69.6	%
Professional services		6,711		5,270			27.3	%
Office supplies and equipment expense		1,781		1,588			12.2	%
OREO valuation allowance and related expense		2,234		3,344			-33.2	%
Other		9,016		8,332			8.2	%
Total noninterest expense		90,060		76,634			17.5	%
Income before provision for income taxes		184,033		209,853			-12.3	%
Income tax expense		53,371		59,813			-10.8	%
Net income	$	130,662	$	150,040			-12.9	%

Income per share available to common shareholders
Basic	$	9.79	$	10.64			-8.0	%
Diluted	$	9.64	$	10.52			-8.4	%

Weighted-average common shares outstanding
Basic		13,347,004		14,095,745			-5.3	%
Diluted		13,554,266		14,261,644			-5.0	%

Dividends per share	$	2.85	$	2.35			21.3	%

PREFERRED BANK
Condensed Consolidated Statements of Financial Condition
(unaudited)
(in thousands)

	December 31,			December 31,
	2024			2023
	(Unaudited)			(Audited)
Assets
Cash and due from banks	$	765,515		$	890,852
Fed funds sold		20,000			20,000
Cash and cash equivalents		785,515			910,852

Securities held-to-maturity, at amortized cost		20,021			21,171
Securities available-for-sale, at fair value		348,706			313,842

Loans held for sale, at lower of cost or fair value		2,214			360

Loans		5,640,615			5,273,498
Less allowance for credit losses		(71,477	)		(78,355	)
Less amortized deferred loan fees, net		(9,234	)		(11,079	)
Loans, net		5,559,904			5,184,064

Other real estate owned and repossessed assets		14,991			16,716
Customers’ liability on acceptances		–			315
Bank furniture and fixtures, net		8,462			9,694
Bank-owned life insurance		10,433			10,632
Accrued interest receivable		33,561			33,892
Investment in affordable housing partnerships		58,346			65,276
Federal Home Loan Bank stock, at cost		15,000			15,000
Deferred tax assets		47,316			48,991
Income tax receivable		2,281			2,391
Operating lease right-of-use assets		13,182			22,050
Other assets		3,497			4,030
Total assets	$	6,923,429		$	6,659,276

Liabilities and Shareholders’ Equity
Deposits:
Noninterest bearing demand deposits	$	704,859		$	786,995
Interest bearing deposits:		2,026,965			2,075,156
Savings		30,150			29,167
Time certificates of $250,000 or more		1,477,931			1,317,862
Other time certificates		1,676,943			1,500,162
Total deposits		5,916,848			5,709,342

Acceptances outstanding		–			315
Subordinated debt issuance, net		148,469			148,232
Commitments to fund investment in affordable housing partnerships		21,623			30,824
Operating lease liabilities		16,990			19,766
Accrued interest payable		16,517			16,124
Other liabilities		39,830			39,568
Total liabilities		6,160,277			5,964,171

Shareholders’ equity		763,152			695,105
Total liabilities and shareholders’ equity		6,923,429			6,659,276

Book value per common share	$	57.86		$	50.54
Number of common shares outstanding		13,188,776			13,753,246

PREFERRED BANK
Selected Consolidated Financial Information
(unaudited)
(in thousands, except for ratios)

	For the Quarter Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
	2024			2024			2024			2024			2023
Unaudited historical quarterly operations data:
Interest income	$	125,858		$	129,424		$	127,294		$	126,520		$	124,964
Interest expense		56,685			60,576			61,187			58,020			55,568
Interest income before provision for credit losses		69,173			68,848			66,107			68,500			69,396
Provision for credit losses		2,000			3,200			2,500			4,400			3,500
Noninterest income		3,637			3,459			3,404			3,065			2,106
Noninterest expense		28,246			22,089			19,697			20,028			17,873
Income tax expense		12,343			13,635			13,722			13,671			14,290
Net income	$	30,221		$	33,383		$	33,592		$	33,466		$	35,839

Earnings per share
Basic	$	2.29		$	2.50		$	2.51		$	2.48		$	2.63
Diluted	$	2.25		$	2.46		$	2.48		$	2.44		$	2.60

Ratios for the period:
Return on average assets		1.74	%		1.95	%		1.97	%		2.00	%		2.15	%
Return on beginning equity		16.03	%		18.37	%		19.44	%		19.36	%		21.21	%
Net interest margin (Fully-taxable equivalent)		4.06	%		4.10	%		3.96	%		4.19	%		4.24	%
Noninterest expense to average assets		1.62	%		1.29	%		1.15	%		1.20	%		1.07	%
Efficiency ratio		38.79	%		30.55	%		28.34	%		27.99	%		25.00	%
Net charge-offs to average loans (annualized)		0.47	%		-0.00	%		0.68	%		0.26	%		-0.00	%

Ratios as of period end:
Tangible common equity ratio		11.02	%		10.92	%		10.55	%		10.35	%		10.43	%
Tier 1 leverage capital ratio		11.33	%		11.28	%		10.89	%		10.80	%		10.85	%
Common equity tier 1 risk-based capital ratio		11.80	%		11.66	%		11.52	%		11.50	%		11.57	%
Tier 1 risk-based capital ratio		11.80	%		11.66	%		11.52	%		11.50	%		11.57	%
Total risk-based capital ratio		15.11	%		15.06	%		14.93	%		15.08	%		15.18	%
Allowances for credit losses to loans at end of period		1.27	%		1.36	%		1.34	%		1.49	%		1.49	%
Allowance for credit losses to non-performing loans		7.64	x		3.92	x		1.79	x		4.33	x		2.73	x

Average balances:
Total securities	$	350,732		$	356,590		$	353,357		$	348,961		$	349,863
Total loans		5,542,558			5,458,613			5,320,360			5,263,562			5,126,918
Total earning assets		6,788,487			6,684,766			6,728,498			6,585,853			6,499,469
Total assets		6,920,325			6,817,979			6,863,829			6,718,018			6,627,349
Total time certificate of deposits		3,144,523			2,874,985			2,884,259			2,852,860			2,767,385
Total interest bearing deposits		5,220,655			5,124,245			5,203,034			5,004,834			4,906,947
Total deposits		5,905,127			5,828,227			5,901,976			5,761,488			5,689,713
Total interest bearing liabilities		5,369,092			5,272,617			5,351,347			5,153,089			5,055,143
Total equity		760,345			747,222			715,190			704,996			683,141

PREFERRED BANK
Selected Consolidated Financial Information
(unaudited)
(in thousands, except for ratios)

	For the Twelve Months Ended
	December 31,			December 31,
	2024			2023

Interest income	$	509,096		$	477,988
Interest expense		236,468			188,614
Interest income before provision for credit losses		272,628			289,374
Provision for credit losses		12,100			10,000
Noninterest income		13,565			7,113
Noninterest expense		90,060			76,634
Income tax expense		53,371			59,813
Net income	$	130,662		$	150,040

Earnings per share
Basic	$	9.79		$	10.64
Diluted	$	9.64		$	10.52

Ratios for the period:
Return on average assets		1.91	%		2.28	%
Return on beginning equity		18.80	%		23.80	%
Net interest margin (Fully-taxable equivalent)		4.08	%		4.49	%
Noninterest expense to average assets		1.32	%		1.17	%
Efficiency ratio		31.47	%		25.85	%
Net charge-off to average loans		0.35	%		0.00	%

Average balances:
Total securities	$	352,416		$	389,584
Total loans		5,396,844			5,068,486
Total earning assets		6,697,118			5,067,870
Total assets		6,830,252			6,452,661
Total time certificate of deposits		2,939,543			6,577,690
Total interest bearing deposits		5,849,300			2,570,706
Total deposits		5,849,300			4,678,893
Total interest bearing liabilities		5,849,300			5,577,155
Total equity		732,058			4,902,616

PREFERRED BANK
Selected Consolidated Financial Information
(unaudited)
(in thousands, except for ratios)

				As of
				December 31,			September 30,			June 30,			March 31,			December 31,
				2024			2024			2024			2024			2023
Unaudited quarterly statement of financial position data:
Assets:
	Cash and cash equivalents			$	785,515		$	804,994		$	917,677		$	936,600		$	910,852
	Securities held-to-maturity, at amortized cost				20,021			20,311			20,605			20,904			21,171
	Securities available-for-sale, at fair value				348,706			337,363			331,909			333,411			313,842
	Loans:
		Real estate – Mortgage:
			Real estate—Residential	$	790,069		$	753,453		$	732,251		$	724,101		$	688,058
			Real estate—Commercial		2,840,771			2,882,506			2,833,430			2,777,608			2,760,761
			Total Real Estate – Mortgage		3,630,840			3,635,959			3,565,681			3,501,709			3,448,819
		Real estate – Construction:
			R/E Construction — Residential		296,580			274,214			238,062			236,596			246,201
			R/E Construction — Commercial		287,185			290,308			247,582			213,727			179,775
			Total real estate construction loans		583,765			564,522			485,644			450,323			425,976
		Commercial and industrial			1,418,930			1,365,550			1,371,694			1,369,529			1,394,871
		SBA			6,833			5,424			5,463			3,914			3,469
		Consumer and others			247			124			118			379			363
			Gross loans		5,640,615			5,571,579			5,428,600			5,325,854			5,273,498
	Allowance for credit losses on loans				(71,477	)		(76,051	)		(72,848	)		(79,311	)		(78,355	)
	Net deferred loan fees				(9,234	)		(10,414	)		(10,502	)		(10,460	)		(11,079	)
		Net loans, excluding loans held for sale		$	5,559,904		$	5,485,114		$	5,345,250		$	5,236,083		$	5,184,064
	Loans held for sale			$	2,214		$	225		$	955		$	605		$	360
		Net loans		$	5,562,118		$	5,485,339		$	5,346,205		$	5,236,688		$	5,184,424

	Other real estate owned and repossessed assets			$	14,991		$	15,082		$	16,716		$	16,716		$	16,716
	Investment in affordable housing partnerships				58,346			58,009			60,432			62,854			65,276
	Federal Home Loan Bank stock, at cost				15,000			15,000			15,000			15,000			15,000
	Other assets				118,732			136,246			138,036			134,040			131,995
		Total assets		$	6,923,429		$	6,872,344		$	6,846,580		$	6,756,213		$	6,659,276

Liabilities:
	Deposits:
		Demand		$	704,859		$	682,859		$	675,767		$	709,767		$	786,995
		Interest bearing demand			2,026,965			1,994,288			2,326,214			2,159,948			2,075,156
		Savings			30,150			29,793			28,251			29,261			29,167
		Time certificates of $250,000 or more			1,477,931			1,478,500			1,406,149			1,349,927			1,317,862
		Other time certificates			1,676,943			1,682,324			1,442,381			1,552,805			1,500,162
		Total deposits		$	5,916,848		$	5,867,764		$	5,878,762		$	5,801,708		$	5,709,342

	Acceptances outstanding			$	–		$	–		$	–		$	–		$	315
	Subordinated debt issuance, net				148,469			148,410			148,351			148,292			148,232
	Commitments to fund investment in affordable housing partnerships				21,623			23,617			27,946			29,647			30,824
	Other liabilities				73,337			82,436			68,394			77,008			75,458
		Total liabilities		$	6,160,277		$	6,122,227		$	6,123,453		$	6,056,655		$	5,964,171

Equity:
	Net common stock, no par value			$	105,501		$	109,928		$	113,509		$	115,915		$	134,534
	Retained earnings				685,108			664,808			640,675			616,417			592,325
	Accumulated other comprehensive income				(27,457	)		(24,619	)		(31,057	)		(32,774	)		(31,754	)
		Total shareholders’ equity		$	763,152		$	750,117		$	723,127		$	699,558		$	695,105
		Total liabilities and shareholders’ equity		$	6,923,429		$	6,872,344		$	6,846,580		$	6,756,213		$	6,659,276

PREFERRED BANK
Quarter-to-Date Average Balances, Yield and Rates
(unaudited)


	Three months ended December 31,								Three months ended September 30,								Three months ended December 31,
	2024								2024								2023
				Interest		Average						Interest		Average						Interest		Average
	Average			Income or		Yield/			Average			Income or		Yield/			Average			Income or		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate			Balance			Expense		Rate
ASSETS	(Dollars in thousands)
Interest earning assets:
Loans ^(1,2)	$	5,543,215		$	111,596		8.01	%	$	5,459,842		$	114,112		8.31	%	$	5,127,935		$	107,709		8.33	%
Investment securities ⁽³⁾		350,732			3,566		4.04	%		356,590			3,610		4.03	%		349,863			3,335		3.78	%
Federal funds sold		20,172			249		4.91	%		20,164			280		5.52	%		20,028			282		5.58	%
Other earning assets		874,368			10,546		4.80	%		848,170			11,521		5.40	%		1,001,643			13,739		5.44	%
Total interest earning assets		6,788,487			125,957		7.38	%		6,684,766			129,523		7.71	%		6,499,469			125,065		7.63	%
Deferred loan fees, net		(9,808	)							(10,248	)							(10,421	)
Allowance for credit losses on loans		(75,474	)							(72,899	)							(74,965	)
Noninterest earning assets:
Cash and due from banks		10,626								10,826								12,376
Bank furniture and fixtures		8,866								9,419								9,243
Right of use assets		28,570								22,496								20,338
Other assets		169,058								173,619								171,309
Total assets	$	6,920,325							$	6,817,979							$	6,627,349

LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest bearing liabilities:
Deposits:
Interest bearing demand and savings	$	2,076,132		$	18,330		3.51	%	$	2,249,260		$	23,295		4.12	%	$	2,139,562		$	21,788		4.04	%
TCD $250K or more		1,481,219			17,514		4.70	%		1,412,073			17,866		5.03	%		1,294,531			15,600		4.78	%
Other time certificates		1,663,304			19,516		4.67	%		1,462,912			18,090		4.92	%		1,472,854			16,855		4.54	%
Total interest bearing deposits		5,220,655			55,360		4.22	%		5,124,245			59,251		4.60	%		4,906,947			54,243		4.39	%
Short-term borrowings		3			0		3.31	%		–			–		0.00	%		2			0		6.08	%
Subordinated debt, net		148,434			1,325		3.55	%		148,372			1,325		3.55	%		148,194			1,325		3.55	%
Total interest bearing liabilities		5,369,092			56,685		4.20	%		5,272,617			60,576		4.57	%		5,055,143			55,568		4.36	%
Noninterest bearing liabilities:
Demand deposits		684,472								703,982								782,766
Lease liability		25,486								18,882								18,179
Other liabilities		80,930								75,276								88,120
Total liabilities		6,159,980								6,070,757								5,944,208
Shareholders’ equity		760,345								747,222								683,141
Total liabilities and shareholders’ equity	$	6,920,325							$	6,817,979							$	6,627,349
Net interest income				$	69,272							$	68,947							$	69,497
Net interest spread							3.18	%							3.14	%							3.27	%
Net interest margin							4.06	%							4.10	%							4.24	%

Cost of Deposits:
Noninterest bearing demand deposits	$	684,472							$	703,982							$	782,766
Interest bearing deposits		5,220,655			55,360		4.22	%		5,124,245			59,251		4.60	%		4,906,947			54,243		4.39	%
Total Deposits	$	5,905,127		$	55,360		3.73	%	$	5,828,227		$	59,251		4.04	%	$	5,689,713		$	54,243		3.78	%

⁽¹⁾	Includes non-accrual loans and loans held for sale
⁽²⁾	Net loan fee income of $1.2 million, $991,000, and $1.0 million for the quarter ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively, are included in the yield computations
⁽³⁾	Yields on securities have been adjusted to a tax-equivalent basis

PREFERRED BANK
Year-to-Date Average Balances, Yield and Rates
(unaudited)

	Twleve Months ended December 31,
	2024								2023
				Interest		Average						Interest		Average
	Average			Income or		Yield/			Average			Income or		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
ASSETS	(Dollars in thousands)
Interest earning assets:
Loans ^(1,2)	$	5,398,916		$	445,139		8.24	%	$	5,068,486		$	412,505		8.14	%
Investment securities ⁽³⁾		352,416			14,257		4.05	%		389,584			14,461		3.71	%
Federal funds sold		20,397			1,103		5.41	%		20,090			1,056		5.26	%
Other earning assets		925,389			48,994		5.29	%		974,501			50,372		5.17	%
Total interest earning assets		6,697,118			509,493		7.61	%		6,452,661			478,394		7.41	%
Deferred loan fees, net		(10,301	)							(10,212	)
Allowance for credit losses on loans		(76,448	)							(70,992	)
Noninterest earning assets:
Cash and due from banks		10,624								11,978
Bank furniture and fixtures		9,537								9,010
Right of use assets		23,997								21,417
Other assets		175,725								163,828
Total assets	$	6,830,252							$	6,577,690

LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest bearing liabilities:
Deposits:
Interest bearing demand/ savings	$	2,198,837		$	88,274		4.01	%	$	2,108,187		$	75,642		3.59	%
TCD $250K or more		1,403,663			69,176		4.93	%		1,267,859			53,200		4.20	%
Other time certificates		1,535,880			73,718		4.80	%		1,302,847			50,653		3.89	%
Total interest bearing deposits		5,138,380			231,168		4.50	%		4,678,893			179,495		3.84	%
Short-term borrowings		1			0		2.50	%		1			0		3.06	%
Advance from Federal Home Loan Bank		–			0		0.00	%		75,616			3,819		5.05	%
Subordinated debt, net		148,344			5,300		3.57	%		148,106			5,300		3.58	%
Total interest bearing liabilities		5,286,725			236,468		4.47	%		4,902,616			188,614		3.85	%
Noninterest bearing liabilities:
Demand deposits		710,920								898,262
Lease liability		20,931								19,902
Other liabilities		79,618								84,449
Total liabilities		6,098,194								5,905,229
Shareholders’ equity		732,058								672,461
Total liabilities and shareholders’ equity	$	6,830,252							$	6,577,690
Net interest income				$	273,025							$	289,780
Net interest spread							3.13	%							3.57	%
Net interest margin							4.08	%							4.49	%

Cost of Deposits:
Noninterest bearing demand deposits	$	710,920							$	898,262
Interest bearing deposits		5,138,380			231,168		4.50	%		4,678,893			179,495		3.84	%
Total Deposits	$	5,849,300		$	231,168		3.95	%	$	5,577,155		$	179,495		3.22	%

⁽¹⁾	Includes non-accrual loans and loans held for sale
⁽²⁾	Net loan fee income of $4.6 million and $4.2 million for the year ended December 31, 2024 and 2023, respectively, are included in the yield computations
⁽³⁾	Yields on securities have been adjusted to a tax-equivalent basis

Preferred Bank
Loan and Credit Quality Information

Allowance For Credit Losses History
	Year ended
	December 31, 2024			December 31, 2023
	(Dollars in 000’s)
Allowance For Credit Losses
Balance at Beginning of Period	$	78,355		$	68,472
Charge-Offs
Commercial & Industrial		19,028			124
Total Charge-Offs		19,028			124

Recoveries
Commercial & Industrial		50			7
Total Recoveries		50			7

Net Charge-Offs		18,978			117
Provision for Credit Losses:		12,100			10,000
Balance at End of Period	$	71,477		$	78,355

Average Loans Held for Investment	$	5,396,844		$	5,067,870
Loans Held for Investment at End of Period	$	5,640,615		$	5,273,498
Net Charge-Offs to Average Loans		0.35	%		0.00	%
Allowances for Credit Losses to Loans at End of Period		1.27	%		1.49	%

AT THE COMPANY:	AT FINANCIAL PROFILES:
Edward J. Czajka	Jeffrey Haas
Executive Vice President	General Information
Chief Financial Officer	(310) 622-8240
(213) 891-1188	PFBC@finprofiles.com

The MIL Network –

January 28, 2025

MIL-OSI: PDF Solutions to Report Fourth Quarter and Fiscal Year 2024 Financial Results on February 13, 2025

Source: GlobeNewswire (MIL-OSI)

SANTA CLARA, Calif., Jan. 27, 2025 (GLOBE NEWSWIRE) — PDF Solutions, Inc. (Nasdaq: PDFS), a leading provider of comprehensive data solutions for the semiconductor ecosystem, announced that it will release fourth quarter and fiscal year 2024 financial results after the market close on Thursday, February 13, 2025. John Kibarian, CEO, and Adnan Raza, CFO, will host a live teleconference on Thursday, February 13, 2025, beginning at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time to discuss the results.

To participate on the live call, analysts and investors should pre-register at:
https://register.vevent.com/register/BI901bfd5ff82340f4be29473c242c6655.

Registrants will receive dial-in information and a unique passcode to access the call. We encourage participants to dial-in into the call ten minutes ahead of scheduled time.

The teleconference will also be webcast simultaneously on the Company’s website at https://ir.pdf.com/webcasts. A replay of the conference call webcast will be available after the call on the Company’s investor relations website.

About PDF Solutions
PDF Solutions (Nasdaq: PDFS) provides comprehensive data solutions designed to empower organizations across the semiconductor and electronics industry ecosystems to improve the yield and quality of their products and operational efficiency for increased profitability. The Company’s products and services are used by Fortune 500 companies across the semiconductor ecosystem to achieve smart manufacturing goals by connecting and controlling equipment, collecting data generated during manufacturing and test operations, and performing advanced analytics and machine learning to enable profitable, high-volume manufacturing.

Founded in 1991, PDF Solutions is headquartered in Santa Clara, California, with operations across North America, Europe, and Asia. The Company (directly or through one or more subsidiaries) is an active member of SEMI, INEMI, TPCA, IPC, the OPC Foundation, and DMDII. For the latest news and information about PDF Solutions or to find office locations, visit https://www.pdf.com/.

PDF Solutions and the PDF Solutions logo are trademarks or registered trademarks of PDF Solutions, Inc. or its subsidiaries.

Company Contacts

Adnan Raza
Chief Financial Officer
(408) 516-0237
adnan.raza@pdf.com

Sonia Segovia
Investor Relations
(408) 938-6491
sonia.segovia@pdf.com

The MIL Network –

January 28, 2025

MIL-OSI: SPS Commerce Announces Date of Fourth Quarter and Fiscal Year 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

MINNEAPOLIS, Minn., Jan. 27, 2025 (GLOBE NEWSWIRE) — SPS Commerce, Inc. (NASDAQ: SPSC), a leader in retail supply chain cloud services, today announced that it will issue its financial results for the fourth quarter and year ended December 31, 2024, after the market close on Monday, February 10, 2025. SPS Commerce will host a call to discuss the results at 3:30 p.m. Central Time (4:30 p.m. Eastern Time) on the same day.

To access the call, please dial 1-833-816-1382, or outside the U.S. 1-412-317-0475 at least 15 minutes prior to the 3:30 p.m. CT start time. Please ask to be joined into the SPS Commerce conference call. A live webcast of the call will be available at http://investors.spscommerce.com under the Events and Presentations menu. The replay will also be available on our website at http://investors.spscommerce.com.

About SPS Commerce

SPS Commerce is the world’s leading retail network, connecting trading partners around the globe to optimize supply chain operations for all retail partners. We support data-driven partnerships with innovative cloud technology, customer-obsessed service and accessible experts so our customers can focus on what they do best. To date, more than 120,000 companies in retail, grocery, distribution, supply, and logistics have chosen SPS as their retail network. SPS has achieved 95 consecutive quarters of revenue growth and is headquartered in Minneapolis. For additional information, contact SPS at 866-245-8100 or visit www.spscommerce.com.

SPS COMMERCE, SPS, SPS logo and INFINITE RETAIL POWER are marks of SPS Commerce, Inc. and registered in the U.S. Patent and Trademark Office, along with other SPS marks. Such marks may also be registered or otherwise protected in other countries.

Contact:

Investor Relations
The Blueshirt Group
Irmina Blaszczyk
Lisa Laukkanen
SPSC@blueshirtgroup.com
415-217-4962

SPS-F

The MIL Network –

January 28, 2025

MIL-OSI: Financial Institutions, Inc. Appoints Angela J. Panzarella to Board of Directors

Source: GlobeNewswire (MIL-OSI)

WARSAW, N.Y., Jan. 27, 2025 (GLOBE NEWSWIRE) — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), the parent company of Five Star Bank (the “Bank”) and Courier Capital, LLC, today announced the appointment of Angela J. Panzarella as a new independent member of the Boards of Directors of both the Company and the Bank, on January 22, 2025.

Ms. Panzarella brings extensive business and nonprofit leadership experience, including as CEO of the YWCA of Rochester and Monroe County from 2018 to 2020 and through her 20-year tenure with Bausch + Lomb, as well as prior public company board experience. During her eight years of board service to publicly-traded Transcat, Inc., a Rochester-based calibration services and equipment provider, she served as Chair of the Compensation Committee and as a member of the Technology and Governance Committees. Ms. Panzarella’s appointment increases the size of the Company’s Board to twelve members, eleven of whom are independent and three of whom were appointed within the last four years. She will serve on the Audit and Management Development & Compensation Committees.

“We are incredibly pleased to welcome Angela Panzarella to the Boards of Directors of both Financial Institutions, Inc. and Five Star Bank,” said Susan R. Holliday, Chair of the Boards of Directors of the Company and the Bank. “Having spent the majority of her career in the highly regulated health care industry, we expect that her experience overseeing corporate strategy, financial and business operations, business development, and more, will prove to be a tremendous asset as our Company continues to execute on its long-term strategy.”

“Angela is not only a seasoned executive with a proven ability to develop and execute successful business strategies that drive strong financial outcomes, often on a global scale, but a respected leader in the Greater Rochester community, a key growth market for us,” said Martin K. Birmingham, President, CEO and Director of the Company and the Bank. “As we continue to grow and evolve as a company, we look forward to benefitting from her perspective and counsel.”

Prior to joining the YWCA, Ms. Panzarella served as President of ACM Medical Laboratory, Inc., a leader in clinical and global central laboratory services. From 1988 to 2008, she held a variety of executive and legal roles at Bausch + Lomb, most recently as President of the Canada and Latin American Division and Corporate Vice President of Global Vision Care. She began her career as an attorney with Harris Beach PLLC.

Active in the community, Ms. Panzarella previously served on the boards of directors for UR Medicine Home Care and the United Way of Greater Rochester. She earned her B.A. from St. John Fisher College and J.D. from the Albany Law School of Union University.

About Financial Institutions, Inc.
Financial Institutions, Inc. (NASDAQ: FISI) is a financial holding company with approximately $6.2 billion in assets offering banking and wealth management products and services. Its Five Star Bank subsidiary provides consumer and commercial banking and lending services to individuals, municipalities and businesses through banking locations spanning Western and Central New York and a commercial loan production office serving the Mid-Atlantic region. Courier Capital, LLC offers customized investment management, financial planning and consulting services to individuals and families, businesses, institutions, non-profits and retirement plans. Learn more at Five-StarBank.com and FISI-Investors.com.

Safe Harbor Statement
This press release may contain forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “believe,” “anticipate,” “continue,” “estimate,” “expect,” “focus,” “forecast,” “intend,” “may,” “plan,” “preliminary,” “should,” “target” or “will.” Statements herein are based on certain assumptions and analyses by the Company and factors it believes are appropriate in the circumstances. Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to: additional information regarding the deposit fraudulent activity; changes in interest rates; inflation; changes in deposit flows and the cost and availability of funds; the Company’s ability to implement its strategic plan, including by expanding its commercial lending footprint and integrating its acquisitions; whether the Company experiences greater credit losses than expected; whether the Company experiences breaches of its, or third party, information systems; the attitudes and preferences of the Company’s customers; legal and regulatory proceedings and related matters, including any action described in our reports filed with the SEC, could adversely affect us and the banking industry in general; the competitive environment; fluctuations in the fair value of securities in its investment portfolio; changes in the regulatory environment and the Company’s compliance with regulatory requirements; and general economic and credit market conditions nationally and regionally; and the macroeconomic volatility related to the impact of a pandemic or global political unrest. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and the cautionary language and risk factors included in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other documents filed with the SEC. Except as required by law, the Company undertakes no obligation to revise these statements following the date of this press release.

For additional information contact:
Kate Croft
Director of Investor and External Relations
(716) 817-5159
klcroft@five-starbank.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/fd49cdb2-c77b-4d34-9745-23f9029a6398

The MIL Network –

January 28, 2025

MIL-OSI: Nasdaq Announces Mid-Month Open Short Interest Positions in Nasdaq Stocks as of Settlement Date January 15, 2025

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Jan. 27, 2025 (GLOBE NEWSWIRE) — At the end of the settlement date of January 15, 2025, short interest in 3,099 Nasdaq Global Market^SM securities totaled 12,402,417,655 shares compared with 12,137,206,474 shares in 3,085 Global Market issues reported for the prior settlement date of December 31, 2024. The mid-January short interest represents 2.56 days compared with 2.50 days for the prior reporting period.

Short interest in 1,635 securities on The Nasdaq Capital Market^SM totaled 2,424,890,788 shares at the end of the settlement date of January 15, 2025, compared with 2,331,105,942 shares in 1,643 securities for the previous reporting period. This represents a 1.00 day average daily volume; the previous reporting period’s figure was 1.00.

In summary, short interest in all 4,734 Nasdaq^® securities totaled 14,827,308,443 shares at the January 15, 2025 settlement date, compared with 4,728 issues and 14,468,312,416 shares at the end of the previous reporting period. This is 1.82 days average daily volume, compared with an average of 1.78 days for the prior reporting period.

The open short interest positions reported for each Nasdaq security reflect the total number of shares sold short by all broker/dealers regardless of their exchange affiliations. A short sale is generally understood to mean the sale of a security that the seller does not own or any sale that is consummated by the delivery of a security borrowed by or for the account of the seller.

For more information on Nasdaq Short interest positions, including publication dates, visit http://www.nasdaq.com/quotes/short-interest.aspx or http://www.nasdaqtrader.com/asp/short_interest.asp.

About Nasdaq:
Nasdaq (Nasdaq: NDAQ) is a leading global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions, and career opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.

Media Contact:
Jennifer Lawson
jennifer.lawson@nasdaq.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/3d7a3942-1329-4f8e-8919-a36537776f50

NDAQO

The MIL Network –

January 28, 2025

MIL-OSI Europe: Written question – NRRP and other EU instruments supporting the construction of student halls of residence – E-000161/2025

Source: European Parliament

Question for written answer E-000161/2025
to the Commission
Rule 144
João Oliveira (The Left)

In its answer to question E-002214/2024[1] on speculation-driven rent hikes and the need to increase the number of student halls of residence, the Commission writes that it ‘supports investment in student housing as a priority under the InvestEU Fund and provides substantial support through the NextGeneration EU’s Recovery and Resilience Facility, which allocates EUR 447 million in loans for the construction or rehabilitation of buildings and the modernisation and expansion of existing residences for higher education students, notably in areas where housing pressure is most acute’. It goes on to add: ‘This is complementary to the Portuguese national plan for housing in higher education adopted in 2019. From 2021 to 2026, a 78 % increase in capacity of housing for higher education students is expected in Portugal.’

In light of this:

1.Can the Commission name the specific projects which have been financed using the above-mentioned instruments to date, and state the amounts involved and the scheduled completion date in each case?
2.What proportion of the planned 78 % capacity increase has been achieved? How much is still expected to be achieved in the stated period?
3.Aside from the loans, are there any NRRP grants earmarked for this purpose which are at risk of going to waste due to a failure to use them in time?

Submitted: 15.1.2025

[1] https://www.europarl.europa.eu/doceo/document/E-10-2024-002214-ASW_EN.html

Last updated: 27 January 2025

MIL OSI Europe News –

January 28, 2025

MIL-OSI Europe: Written question – ‘Demographic change in Europe: a toolbox for action’ – European Social Fund Plus – E-000215/2025

Source: European Parliament

Question for written answer E-000215/2025
to the Commission
Rule 144
Idoia Mendia (S&D)

In October 2023, the Commission adopted a communication[1] presenting a set of policy tools available to the Member States for managing demographic change and its impact on the EU’s society and economy, including its global competitiveness, named ‘Demographic change in Europe: a toolbox for action’.

To reinforce data and evidence on ageing and demographic change in the EU, the Commission committed to ensuring that, in 2024, the employment and social innovation strand of the European Social Fund Plus (ESF+) would address key aspects of demographic developments, such as ageing and long-term care. Additionally, it pledged to publish a study by 2025 on the implications of the rising need for long-term care.

1.How did the ESF+ address the rising need for long-term care as a key aspect of demographic change in 2024, including the projects developed and the budget allocated to this area?
2.When will the study on the implications of the rising need for long-term care be published and presented to Parliament?

Submitted: 20.1.2025

[1] Commission communication of 11 October 2023 entitled ‘Demographic change in Europe: a toolbox for action’ (COM(2023)0577), https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:52023DC0577.

Last updated: 27 January 2025

MIL OSI Europe News –

January 28, 2025

MIL-OSI Europe: Written question – ‘Demographic change in Europe: a toolbox for action’ – Ageing Group – E-000214/2025

Source: European Parliament

Question for written answer E-000214/2025
to the Commission
Rule 144
Idoia Mendia (S&D)

In October 2023, the Commission adopted a communication presenting a set of policy tools available to Member States for managing demographic change and its impacts on the EU’s society and economy, including the EU’s global competitiveness, named ‘Demographic change in Europe: a toolbox for action’.

To achieve the objective of ‘empowering older generations and sustaining their welfare’, the Commission made a commitment to ‘publish the Pension Adequacy Report (jointly with the Social Protection Committee) and the Ageing Report (jointly with the Ageing Group)’.

1.What are the main objectives of this Ageing Group, how is it structured and who are its members?
2.How regularly does the Ageing Group meet, what are its main activities and what are the connections between this group and Parliament?

Submitted: 20.1.2025

Last updated: 27 January 2025

MIL OSI Europe News –

January 28, 2025

Category: Economy