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  • MIL-OSI USA: Nadler, Smith, Himes Introduce West Bank Violence Prevention Act in Response to Ben-Gvir Visit

    Source: United States House of Representatives – Congressman Jerrold Nadler (10th District of New York)

    WASHINGTON, DC –  Today, U.S. Rep. Jerrold Nadler (NY-12), Rep. Adam Smith (WA-09), and Rep. Jim Himes (CT-04), introduced the West Bank Violence Prevention Act in response to Leader of the Jewish Power Party and Israeli Minister of National Security Itamar Ben-Gvir’s visit to the United States.

    The West Bank Violence Prevention Act codifies and enshrines into law the Biden Administration’s Executive Order 14115, which sought to prevent acts of violence in the West Bank and to punish those who commit such acts. The legislation, like the Executive Order, applies to those committing acts of violence in the West Bank, regardless of their nationality. During the Biden Administration, determinations under the Executive Order were made regarding both Palestinian and Israeli organizations and individuals.

    President Trump repealed EO 14115 on his first day of his term, January 20, 2025. As a result, violent extremist organizations like the Palestinian group Lions’ Den and the Israeli settler group Hilltop Youth are no longer designated under the Specially Designated Nationals and Blocked Persons List (SDN List). With their assets no longer frozen, these groups continue wreaking terror in the West Bank unencumbered.

    According to the Washington Institute for Near East Policy, settler violence increased by an estimated 30 percent over the first few months of 2025 compared to the same period in 2024. Such violence has reached a fever pitch, causing the West Bank to become “a tinderbox,” one match away from igniting into catastrophe.

    The members joined together to introduce this legislation as Itamar Ben-Gvir completes his visit to the United States. Ben-Gvir has referred to the Hilltop Youth as “sweet kids,” has reportedly also used his authority as Minister of Internal Security to direct Israel’s police to shield perpetrators of settler violence, including giving them “a secret sense of backing” from the Israeli police. The Act serves to send a message: Ben-Gvir’s incitement is not welcome in our communities and in the United States.

    “Itamar Ben-Gvir serves as inciter-in-chief of settler violence in the West Bank,” said Rep. Nadler. “In August of 2024, violent settlers chanting ‘we are Ben-Gvir’s gang’ burned down the home of a Palestinian family in the West Bank town of Jit. Ben-Gvir also downplayed concern expressed by Israeli security officials at a cabinet meeting regarding a wave of deadly settler violence in 2023, including the death of a 19-year-old Palestinian in Huwara, calling the attacks simply ‘graffiti.’ The head of Israel’s internal security service wrote to Prime Minister Netanyahu in August of 2024 that Ben-Gvir’s actions are doing ‘indescribable damage,’ and are ‘a massive stain on Judaism and us all.’ Let’s be crystal clear about who Itamar Ben-Gvir is: a racist, terrorist, Jewish supremacist. This past week Ben-Gvir brought his unique brand of hate across the ocean to American campuses, meetings with American Jews, and with at least one Republican Member of Congress. I am proud to be leading my colleagues in meetings Ben-Gvir’s arrival with the West Bank Violence Prevention Act, which will build on the progress made by the Biden Administration, and make clear that the United States Congress will not stand for Ben-Gvir’s incitement, and the settler violence in the West Bank that he champions. This bill would also prevent violence by all perpetrators, settler and Palestinian alike. I hope my colleagues will join us in using the tools at our disposal to enshrine President Biden’s landmark Executive Order on violence in the West Bank into law.”

    “Violence in the West Bank threatens peace and stability in the region, and any entity committing this violence, from extremist Israeli settlers to the Palestinian terrorist group Lions’ Den, must be sanctioned,” said Rep. Smith. “Israel’s encouragement of settler organizations in the West Bank has exacerbated tensions in the region, as Prime Minister Netanyahu, Finance Minister Smotrich, and National Security Minister Ben-Gvir have promoted Israeli settler expansion and tacitly enabled settler violence. Further violence from any Israeli or Palestinian hostile actors must be discouraged to prevent further threats to the peace, security, and stability of the West Bank, Gaza, Israel, and the broader Middle East.”

    “The ongoing violence in the West Bank, from both Israeli settlers and Palestinian terrorist groups, is devastating for residents in the short-term and detrimental to long-term stability in the territory,” said Rep. Himes. “The Biden Administration’s Executive Order took an important step towards deterring extremism in the region, and the West Bank Violence Prevention Act would codify that language to ensure that instigators of such violence are held accountable for their actions.”

    The text of the West Bank Violence Prevention Act can be viewed here.

    Rep. Nadler’s remarks at the “Say No to Ben-Gvir” rally in New York City can be watched here and read here.

    ### 

    MIL OSI USA News –

  • MIL-OSI: Farmers & Merchants Bancorp, Inc. Reports 2025 First-Quarter Financial Results

    Source: GlobeNewswire (MIL-OSI)

    ARCHBOLD, Ohio, April 28, 2025 (GLOBE NEWSWIRE) — Farmers & Merchants Bancorp, Inc. (Nasdaq: FMAO) today reported financial results for the 2025 first quarter ended March 31, 2025.

    2025 First Quarter Financial and Operating Highlights
    (at March 31, 2025 and on a year-over-year basis unless noted)

    • 88 consecutive quarters of profitability
    • Total interest income increased 6.1% to $41.0 million, driven by a 19-basis point improvement in the yield on earning assets and a higher average loan balance
    • Total loans increased by $40.5 million, or 1.6% to $2.58 billion
    • Total assets increased by $101.2 million, or 3.1% to $3.39 billion
    • Total deposits increased by $78.9 million, or 3.0% to $2.70 billion
    • Efficiency ratio improved to 66.79%, compared to 74.08%
    • Pre-tax, pre-provision income increased 49.6% to $9.3 million, from $6.2 million
    • Net income increased 29.7% to $7.0 million, or $0.51 per basic and diluted share
    • Asset quality remains at historically strong levels with nonperforming loans of only $4.5 million and net charge-offs to average loans of 0.01%
    • Tier 1 leverage ratio was 8.44%

    Lars B. Eller, President and Chief Executive Officer, stated, “2025 is off to a solid start, reflecting the positive impacts our strategic priorities are having on our financial performance. Throughout the first quarter we made progress enhancing profitability, controlling growth, driving innovation, and achieving greater operational efficiency. Most importantly, our strong first-quarter results underscore the excellent execution by our team and F&M’s ongoing commitment to delivering local, personalized financial services to our communities in Ohio, Indiana, and Michigan.”

    Mr. Eller continued, “For the first quarter of 2025 our net interest margin grew 43-basis points year-over year to 3.03% and increased 19-basis points from the fourth quarter of 2024. This growth demonstrates the benefits of continued loan repricing, as well as our disciplined approach to new loan originations and strategic efforts underway to improve our cost of funds. Total revenue – defined by net interest income plus noninterest income – increased 16.7% year-over-year, while noninterest expense rose 5.2%. This favorable spread strengthened our efficiency ratio and drove a 49.6% increase in pre-tax, pre-provision income. As we continue to successfully execute against our 2025 strategic priorities, we expect continued year-over-year growth in net income.”

    Income Statement
    Net income for the 2025 first quarter ended March 31, 2025, was $7.0 million, compared to $5.4 million for the same period last year. Net income per basic and diluted share for the 2025 first quarter was $0.51, compared to $0.39 for the same period last year.

    Deposits
    At March 31, 2025, total deposits were $2.70 billion, an increase of 3.0% from March 31, 2024. The Company’s cost of interest-bearing liabilities was 2.76% for the quarter ended March 31, 2025, compared to 3.06% for the quarter ended March 31, 2024.

    Mr. Eller commented, “We continue to pursue opportunities that optimize our deposit base and grow low-cost checking deposits. As a result, more expensive time-account balances have declined year-over-year by $19.5 million, while total deposits have increased by $78.9 million reflecting growth in lower cost core deposits. These trends have reduced our cost of funds, while improving our loan-to-deposit ratio.”

    Loan Portfolio and Asset Quality
    “Offices opened in 2023 continue to add new loans and new deposits at a faster pace than our legacy locations, which we believe demonstrates the need for the local community banking services F&M provides. Overall, we are experiencing stable demand across all of our markets, as a result of the addition of proven bankers to our team, our regional structure, new financial products, and growing commercial relationships. Positive demand trends allow us to control growth, expand our yield on loans, and maintain excellent asset quality. Our credit quality remains strong with nonperforming loans to total loans of just 0.17% at March 31, 2025 – the fourth quarter in a row this metric has remained below 0.20%,” continued Mr. Eller.

    Total loans, net at March 31, 2025, increased 1.6%, or by $40.5 million to $2.58 billion, compared to $2.54 billion at March 31, 2024. The year-over-year increase was driven primarily by higher agricultural, commercial and industrial, and commercial real estate loans, partially offset primarily by lower consumer, agricultural real estate, and consumer real estate loans. Compared to the quarter ended December 31, 2024, total loans, net at March 31, 2025, increased by 0.8% or $20.0 million.

    F&M continues to closely monitor its loan portfolio with a particular emphasis on higher risk sectors. Nonperforming loans were $4.5 million, or 0.17% of total loans at March 31, 2025, compared to $19.4 million, or 0.76% of total loans at March 31, 2024, and $3.1 million, or 0.12% at December 31, 2024.

    F&M maintains a well-balanced, diverse and high performing CRE portfolio. CRE loans represented 51.3% of the Company’s total loan portfolio at March 31, 2025. In addition, F&M’s commercial real estate office credit exposure represented 5.4% of the Company’s total loan portfolio at March 31, 2025, with a weighted average loan-to-value of approximately 63% and an average loan of approximately $965,366.

    F&M’s CRE portfolio included the following categories at March 31, 2025:

    CRE Category

    		  

    Dollar
    Balance

    		   Percent of
    CRE
    Portfolio    (*)    		   Percent of
    Total Loan
    Portfolio    (*)
                 
    Industrial   $ 281,484   21.2%   10.9%
    Multi-family     217,903   16.4%   8.4%
    Retail     213,281   16.1%   8.3%
    Hotels     157,139   11.8%   6.1%
    Office     139,069   10.5%   5.4%
    Gas Stations     70,983   5.3%   2.7%
    Food Service     52,827   4.0%   2.0%
    Senior Living     31,400   2.4%   1.2%
    Development     29,907   2.3%   1.2%
    Auto Dealers     27,294   2.1%   1.1%
    Other     104,411   7.9%   4.0%
    Total CRE   $ 1,325,698   100.0%   51.3%
                   

    * Numbers have been rounded

    At March 31, 2025, the Company’s allowance for credit losses to nonperforming loans was 586.38%, compared to 127.28% at March 31, 2024. The allowance to total loans was 1.07% at March 31, 2025, compared to 1.05% at March 31, 2024. Including accretable yield adjustments, associated with the Company’s prior acquisitions, F&M’s allowance for credit losses to total loans was 1.08% at March 31, 2025, compared to 1.11% at March 31, 2024.

    Mr. Eller concluded, “While the near-term economic environment has become more fluid, we believe F&M is in a strong position because of the platform we have built and the strategies we are pursuing to transform our business in 2025. As a result, we continue to believe 2025 will be another good year for F&M.”

    Stockholders’ Equity and Dividends
    Total stockholders’ equity increased 8.5% to $344.6 million, or $25.12 per share at March 31, 2025, from $317.7 million, or $23.22 per share at March 31, 2024. The Company had a Tier 1 leverage ratio of 8.44%, compared to 8.40% at March 31, 2024.

    Tangible stockholders’ equity increased to $263.0 million at March 31, 2025, compared to $256.5 million at March 31, 2024. On a per share basis, tangible stockholders’ equity at March 31, 2025, was $19.17 per share, compared to $18.75 per share at March 31, 2024.

    For the three months ended March 31, 2025, the Company declared cash dividends of $0.22125 per share, representing a 0.6% increase over the same period last year. F&M is committed to returning capital to shareholders and has increased the annual cash dividend for 30 consecutive years. For the three months ended March 31, 2025, the dividend payout ratio was 43.10% compared to 55.52% for the same period last year.

    About Farmers & Merchants State Bank:
    F&M Bank is a local independent community bank that has been serving its communities since 1897. F&M Bank provides commercial banking, retail banking and other financial services. Our locations are in Butler, Champaign, Fulton, Defiance, Hancock, Henry, Lucas, Shelby, Williams, and Wood counties in Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay, Steuben and Wells counties. The Michigan footprint includes Oakland County, and we have Loan Production Offices in Troy, Michigan; Muncie, Indiana; and Perrysburg and Bryan, Ohio.

    Safe Harbor Statement
    Farmers & Merchants Bancorp, Inc. (“F&M”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.

    Non-GAAP Financial Measures
    This press release includes disclosure of financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Farmers & Merchants Bancorp, Inc. believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Farmers & Merchants Bancorp, Inc.’s marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. A reconciliation of GAAP to non-GAAP financial measures is included within this press release.

    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME
    (Unaudited) (in thousands of dollars, except per share data)
     
      Three Months Ended
      March 31, 2025   December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024
    Interest Income                  
    Loans, including fees $ 37,072     $ 36,663     $ 36,873     $ 36,593     $ 35,200  
    Debt securities:                  
    U.S. Treasury and government agencies   2,097       1,882       1,467       1,148       1,045  
    Municipalities   382       384       387       389       394  
    Dividends   338       367       334       327       333  
    Federal funds sold   –       24       7       7       7  
    Other   1,113       2,531       2,833       2,702       1,675  
    Total interest income   41,002       41,851       41,901       41,166       38,654  
    Interest Expense                  
    Deposits   13,988       15,749       16,947       16,488       15,279  
    Federal funds purchased and securities sold under agreements to repurchase   271       274       277       276       284  
    Borrowed funds   2,550       2,713       2,804       2,742       2,689  
    Subordinated notes   284       285       284       285       284  
    Total interest expense   17,093       19,021       20,312       19,791       18,536  
    Net Interest Income – Before Provision for Credit Losses   23,909       22,830       21,589       21,375       20,118  
    Provision for (Recovery of) Credit Losses – Loans   811       346       282       605       (289 )
    Recovery of Credit Losses – Off Balance Sheet Exposures   (260 )     (120 )     (267 )     (18 )     (266 )
    Net Interest Income After Provision for Credit Losses   23,358       22,604       21,574       20,788       20,673  
    Noninterest Income                  
    Customer service fees   381       237       300       189       598  
    Other service charges and fees   1,124       1,176       1,155       1,085       1,057  
    Interchange income   1,421       1,322       1,315       1,330       1,429  
    Loan servicing income   762       771       710       513       539  
    Net gain on sale of loans   284       223       215       314       107  
    Increase in cash surrender value of bank owned life insurance   244       248       265       236       216  
    Net gain (loss) on sale of other assets owned   (54 )     22       –       49       –  
    Total noninterest income   4,162       3,999       3,960       3,716       3,946  
    Noninterest Expense                  
    Salaries and wages   7,878       7,020       7,713       7,589       7,846  
    Employee benefits   2,404       2,148       2,112       2,112       2,171  
    Net occupancy expense   1,199       1,072       1,054       999       1,027  
    Furniture and equipment   1,278       1,032       1,472       1,407       1,353  
    Data processing   557       160       339       448       500  
    Franchise taxes   397       312       410       265       555  
    ATM expense   491       328       472       397       473  
    Advertising   503       498       597       519       530  
    FDIC assessment   465       505       516       507       580  
    Servicing rights amortization – net   127       244       219       187       168  
    Loan expense   228       236       244       251       229  
    Consulting fees   745       242       251       198       186  
    Professional fees   559       368       453       527       445  
    Intangible asset amortization   445       446       445       444       445  
    Other general and administrative   1,484       1,465       1,128       1,495       1,333  
    Total noninterest expense   18,760       16,076       17,425       17,345       17,841  
    Income Before Income Taxes   8,760       10,527       8,109       7,159       6,778  
    Income Taxes   1,808       2,146       1,593       1,477       1,419  
    Net Income   6,952       8,381       6,516       5,682       5,359  
    Other Comprehensive Income (Loss) (Net of Tax):                  
    Net unrealized gain (loss) on available-for-sale securities   6,464       (7,403 )     11,664       2,531       (1,995 )
    Reclassification adjustment for realized loss on sale of available-for-sale securities   –       –       –       –       –  
    Net unrealized gain (loss) on available-for-sale securities   6,464       (7,403 )     11,664       2,531       (1,995 )
    Tax expense (benefit)   1,358       (1,554 )     2,449       531       (418 )
    Other comprehensive income (loss)   5,106       (5,849 )     9,215       2,000       (1,577 )
    Comprehensive Income $ 12,058     $ 2,532     $ 15,731     $ 7,682     $ 3,782  
    Basic Earnings Per Share $ 0.51     $ 0.61     $ 0.48     $ 0.42     $ 0.39  
    Diluted Earnings Per Share $ 0.51     $ 0.61     $ 0.48     $ 0.42     $ 0.39  
    Dividends Declared $ 0.22125     $ 0.22125     $ 0.22125     $ 0.22     $ 0.22  
                       
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited) (in thousands of dollars, except share data)
     
      March 31, 2025   December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024
      (Unaudited)       (Unaudited)   (Unaudited)   (Unaudited)
    Assets                  
    Cash and due from banks $ 172,612     $ 174,855     $ 244,572     $ 191,785     $ 186,541  
    Federal funds sold   425       1,496       932       1,283       1,241  
    Total cash and cash equivalents   173,037       176,351       245,504       193,068       187,782  
                       
    Interest-bearing time deposits   1,992       2,482       2,727       3,221       2,735  
    Securities – available-for-sale   438,568       426,556       404,881       365,209       347,516  
    Other securities, at cost   14,062       14,400       15,028       14,721       14,744  
    Loans held for sale   2,331       2,996       1,706       1,628       2,410  
    Loans, net of allowance for credit losses   2,555,552       2,536,043       2,512,852       2,534,468       2,516,687  
    Premises and equipment   33,163       33,828       33,779       34,507       35,007  
    Construction in progress   –       –       35       38       9  
    Goodwill   86,358       86,358       86,358       86,358       86,358  
    Loan servicing rights   5,805       5,656       5,644       5,504       5,555  
    Bank owned life insurance   35,116       34,872       34,624       34,359       34,123  
    Other assets   42,802       45,181       46,047       49,552       54,628  
                       
    Total Assets $ 3,388,786     $ 3,364,723     $ 3,389,185     $ 3,322,633     $ 3,287,554  
                       
    Liabilities and Stockholders’ Equity                  
    Liabilities                  
    Deposits                  
    Noninterest-bearing $ 502,318     $ 516,904     $ 481,444     $ 479,069     $ 510,731  
    Interest-bearing                  
    NOW accounts   874,881       850,462       865,617       821,145       829,236  
    Savings   696,635       671,818       661,565       673,284       635,430  
    Time   626,450       647,581       676,187       667,592       645,985  
    Total deposits   2,700,284       2,686,765       2,684,813       2,641,090       2,621,382  
                       
    Federal funds purchased and securities                  
    sold under agreements to repurchase   27,258       27,218       27,292       27,218       28,218  
    Federal Home Loan Bank (FHLB) advances   245,474       246,056       263,081       266,102       256,628  
    Subordinated notes, net of unamortized issuance costs   34,846       34,818       34,789       34,759       34,731  
    Dividend payable   2,997       2,996       2,998       2,975       2,975  
    Accrued expenses and other liabilities   33,326       31,659       40,832       27,825       25,930  
    Total liabilities   3,044,185       3,029,512       3,053,805       2,999,969       2,969,864  
                       
    Commitments and Contingencies                  
                       
    Stockholders’ Equity                  
    Common stock – No par value 20,000,000 shares authorized; issued                  
    14,564,425 shares 3/31/25 and 12/31/24; outstanding 13,718,336 shares 3/31/25 and 13,699,536 shares 12/31/24   135,407       135,565       135,193       135,829       135,482  
    Treasury stock – 846,089 shares 3/31/25 and 864,889 shares 12/31/24   (10,768 )     (10,985 )     (10,904 )     (11,006 )     (10,851 )
    Retained earnings   240,079       235,854       230,465       226,430       223,648  
    Accumulated other comprehensive loss   (20,117 )     (25,223 )     (19,374 )     (28,589 )     (30,589 )
    Total stockholders’ equity   344,601       335,211       335,380       322,664       317,690  
                       
    Total Liabilities and Stockholders’ Equity $ 3,388,786     $ 3,364,723     $ 3,389,185     $ 3,322,633     $ 3,287,554  
                       
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    SELECT FINANCIAL DATA
                                   
        For the Three Months Ended
    Selected financial data   March 31, 2025   December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024
    Return on average assets     0.85 %     0.99 %     0.78 %     0.69 %     0.66 %
    Return on average equity     8.31 %     10.00 %     7.93 %     7.13 %     6.76 %
    Yield on earning assets     5.19 %     5.20 %     5.27 %     5.22 %     5.00 %
    Cost of interest bearing liabilities     2.76 %     3.01 %     3.21 %     3.18 %     3.06 %
    Net interest spread     2.43 %     2.19 %     2.06 %     2.04 %     1.94 %
    Net interest margin     3.03 %     2.84 %     2.71 %     2.71 %     2.60 %
    Efficiency ratio     66.79 %     59.82 %     67.98 %     69.03 %     74.08 %
    Dividend payout ratio     43.10 %     35.75 %     45.99 %     52.35 %     55.52 %
    Tangible book value per share   $ 17.71     $ 17.74     $ 17.72     $ 16.79     $ 16.51  
    Tier 1 leverage ratio     8.44 %     8.12 %     8.04 %     8.02 %     8.40 %
    Average shares outstanding     13,706,003       13,699,869       13,687,119       13,681,501       13,671,166  
                                   
    Loans   March 31, 2025   December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024
    (Dollar amounts in thousands)                              
    Commercial real estate   $ 1,325,698     $ 1,310,811     $ 1,301,160     $ 1,303,598     $ 1,304,400  
    Agricultural real estate     215,898       216,401       220,328       222,558       227,455  
    Consumer real estate     523,383       520,114       524,055       525,902       525,178  
    Commercial and industrial     278,254       275,152       260,732       268,426       256,051  
    Agricultural     153,607       152,080       137,252       142,909       127,670  
    Consumer     60,115       63,009       67,394       70,918       74,819  
    Other     24,985       24,978       25,916       26,449       26,776  
    Less: Net deferred loan fees, costs and other (1)     (36 )     (676 )     1,499       (1,022 )     (982 )
    Total loans, net   $ 2,581,904     $ 2,561,869     $ 2,538,336     $ 2,559,738     $ 2,541,367  
                                   
                                   
    Asset quality data   March 31, 2025   December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024
    (Dollar amounts in thousands)                              
    Nonaccrual loans   $ 4,494     $ 3,124     $ 2,898     $ 2,487     $ 19,391  
    90 day past due and accruing   $ –     $ –     $ –     $ –     $ –  
    Nonperforming loans   $ 4,494     $ 3,124     $ 2,898     $ 2,487     $ 19,391  
    Other real estate owned   $ –     $ –     $ –     $ –     $ –  
    Nonperforming assets   $ 4,494     $ 3,124     $ 2,898     $ 2,487     $ 19,391  
                                   
                                   
    Allowance for credit losses – loans   $ 26,352     $ 25,826     $ 25,484     $ 25,270     $ 24,680  
    Allowance for credit losses – off balance sheet credit exposures     1,281       1,541       1,661       1,928       1,946  
    Total allowance for credit losses   $ 27,633     $ 27,367     $ 27,145     $ 27,198     $ 26,626  
    Total allowance for credit losses/total loans     1.07 %     1.07 %     1.07 %     1.06 %     1.05 %
    Adjusted credit losses with accretable yield/total loans     1.08 %     1.08 %     1.10 %     1.10 %     1.11 %
    Net charge-offs:                              
    Quarter-to-date   $ 285     $ 4     $ 68     $ 15     $ 55  
    Year-to-date   $ 285     $ 142     $ 138     $ 70     $ 55  
    Net charge-offs to average loans                              
    Quarter-to-date     0.01 %     0.00 %     0.00 %     0.00 %     0.00 %
    Year-to-date     0.01 %     0.01 %     0.01 %     0.00 %     0.00 %
    Nonperforming loans/total loans     0.17 %     0.12 %     0.11 %     0.10 %     0.76 %
    Allowance for credit losses/nonperforming loans     586.38 %     826.70 %     879.37 %     1016.08 %     127.28 %
    NPA coverage ratio     586.38 %     826.70 %     879.37 %     1016.08 %     127.28 %
                                   
    (1) Includes carrying value adjustments of $1.7 million as of March 31, 2025, $1.1 million as of December 31, 2024, $3.0 million as of September 30, 2024, $612 thousand as of June 30, 2024, and $969 thousand as of March 31, 2024 related to interest rate swaps associated with fixed rate loans
                                   
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES
    (in thousands of dollars, except percentages)
                       
                           
      For the Three Months Ended   For the Three Months Ended
      March 31, 2025   March 31, 2024
    Interest Earning Assets: Average Balance   Interest/Dividends   Annualized
    Yield/Rate    		   Average Balance   Interest/Dividends   Annualized
    Yield/Rate
    Loans $ 2,578,531   $ 37,072   5.75%   $ 2,577,114   $ 35,200   5.46%
    Taxable investment securities   458,519     2,739   2.39%     384,928     1,686   1.75%
    Tax-exempt investment securities   18,310     78   2.16%     21,109     86   2.06%
    Fed funds sold & other   105,770     1,113   4.21%     110,388     1,682   6.09%
    Total Interest Earning Assets   3,161,130   $ 41,002   5.19%     3,093,539   $ 38,654   5.00%
                           
    Nonearning Assets   166,630             159,240        
                           
    Total Assets $ 3,327,760           $ 3,252,779        
                           
    Interest Bearing Liabilities:                      
    Savings deposits $ 1,543,665   $ 8,564   2.22%   $ 1,443,530   $ 9,407   2.61%
    Other time deposits   627,498     5,424   3.46%     650,580     5,872   3.61%
    Other borrowed money   245,734     2,550   4.15%     263,280     2,689   4.09%
    Fed funds purchased & securities                      
    sold under agreement to repurchase   27,480     271   3.94%     28,458     284   3.99%
    Subordinated notes   34,828     284   3.26%     34,712     284   3.27%
    Total Interest Bearing Liabilities $ 2,479,205   $ 17,093   2.76%   $ 2,420,560   $ 18,536   3.06%
                           
    Noninterest Bearing Liabilities   509,190             514,986        
                           
    Stockholders’ Equity $ 339,365           $ 317,233        
                           
    Net Interest Income and Interest Rate Spread     $ 23,909   2.43%       $ 20,118   1.94%
                           
    Net Interest Margin         3.03%           2.60%
                           
    Yields on Tax exempt securities and the portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts    
                           
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES
    (in thousands of dollars, except percentages)
                                       
      For the Three Months Ended March 31, 2025   For the Three Months Ended March 31, 2024
      As Reported   Excluding Acc/Amort Difference   As Reported   Excluding Acc/Amort Difference
      $ Yield   $ Yield   $ Yield   $ Yield   $ Yield   $ Yield
    Interest Earning Assets:                                  
    Loans $ 37,072 5.75 %   $ 36,468 5.66 %   $ 604 0.09 %   $ 35,200 5.46 %   $ 34,525 5.36 %   $ 675   0.10 %
    Taxable investment securities   2,739 2.39 %     2,739 2.39 %     – 0.00 %     1,686 1.75 %     1,686 1.75 %     –   0.00 %
    Tax-exempt investment securities   78 2.16 %     78 2.16 %     – 0.00 %     86 2.06 %     86 2.06 %     –   0.00 %
    Fed funds sold & other   1,113 4.21 %     1,113 4.21 %     – 0.00 %     1,682 6.09 %     1,682 6.09 %     –   0.00 %
    Total Interest Earning Assets   41,002 5.19 %     40,398 5.11 %     604 0.08 %     38,654 5.00 %     37,979 4.92 %     675   0.08 %
                                       
    Interest Bearing Liabilities:                                  
    Savings deposits $ 8,564 2.22 %   $ 8,564 2.22 %   $ – 0.00 %   $ 9,407 2.61 %   $ 9,407 2.61 %   $ –   0.00 %
    Other time deposits   5,424 3.46 %     5,424 3.46 %     – 0.00 %     5,872 3.61 %     5,872 3.61 %     –   0.00 %
    Other borrowed money   2,550 4.15 %     2,547 4.15 %     3 0.00 %     2,689 4.09 %     2,707 4.11 %     (18 ) -0.02 %
    Federal funds purchased and                                  
    securities sold under agreement to                                  
    repurchase   271 3.94 %     271 3.94 %     – 0.00 %     284 3.99 %     284 3.99 %     –   0.00 %
    Subordinated notes   284 3.26 %     284 3.26 %     – 0.00 %     284 3.27 %     284 3.27 %     –   0.00 %
    Total Interest Bearing Liabilities   17,093 2.76 %     17,090 2.76 %     3 -0.00 %     18,536 3.06 %     18,554 3.07 %     (18 ) -0.01 %
                                       
    Interest/Dividend income/yield   41,002 5.19 %     40,398 5.11 %     604 0.08 %     38,654 5.00 %     37,979 4.92 %     675   0.08 %
    Interest Expense / yield   17,093 2.76 %     17,090 2.76 %     3 -0.00 %     18,536 3.06 %     18,554 3.07 %     (18 ) -0.01 %
    Net Interest Spread   23,909 2.43 %     23,308 2.35 %     601 0.08 %     20,118 1.94 %     19,425 1.85 %     693   0.09 %
    Net Interest Margin   3.03 %     2.95 %     0.08 %     2.60 %     2.52 %     0.08 %
                                       
    Company Contact: Investor and Media Contact:
    Lars B. Eller
    President and Chief Executive Officer
    Farmers & Merchants Bancorp, Inc.
    (419) 446-2501
    leller@fm.bank    		 Andrew M. Berger
    Managing Director
    SM Berger & Company, Inc.
    (216) 464-6400
    andrew@smberger.com

    The MIL Network –

  • MIL-OSI: Amplify Energy Schedules First Quarter 2025 Earnings Release and Conference Call

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, April 28, 2025 (GLOBE NEWSWIRE) — Amplify Energy Corp. (“Amplify” or the “Company”) (NYSE: AMPY) announced today that it will report first quarter 2025 financial and operating results after the U.S. financial markets close on May 12, 2025. Management will host a conference call at 10:00 a.m. CT on May 13, 2025, to discuss the Company’s results. Interested parties are invited to participate in the conference call by dialing (888) 999-3182 (Conference ID: AEC1Q25) at least 15 minutes prior to the start of the call. A telephonic replay will be available for fourteen days following the call by dialing (800) 654-1563 and providing the Access Code: 52458798. A transcript and a recorded replay of the call will also be available on our website after the call.

    About Amplify Energy

    Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Amplify’s operations are focused in Oklahoma, the Rockies (Bairoil), federal waters offshore Southern California (Beta), East Texas / North Louisiana, and the Eagle Ford (Non-op). For more information, visit www.amplifyenergy.com.

    Investor Relations Contacts

    Jim Frew — SVP & Chief Financial Officer
    (832) 219-9044
    jim.frew@amplifyenergy.com

    Michael Jordan — Director, Finance and Treasurer
    (832) 219-9051
    michael.jordan@amplifyenergy.com

    The MIL Network –

  • MIL-OSI Security: Corpus Christi man guilty of sexual exploitation of a child

    Source: Office of United States Attorneys

    CORPUS CHRISTI, Texas – A 19-year-old Corpus Christi resident has admitted to distribution of child pornography, announced U.S. Attorney Nicholas J. Ganjei.

    The investigation began in December 2023, when Angel Valdez left a comment on a social media page supporting the work of an individual who had recently been sentenced to prison in Australia for animal cruelty.

    Australian law enforcement investigated further and began conversations with Valdez in an undercover capacity. In those communications, Valdez spoke about his interest in animal cruelty which later developed into child sexual abuse material (CSAM).

    On Feb. 14, 2024, Valdez sent a video depicting CSAM which included a video of a nude prepubescent girl and a nude adult female wearing a mask. The depiction showed the young child being forced to perform oral sex on the adult female.

    Law enforcement executed a search warrant June 28, 2024, which resulted in the discovery of a laptop containing CSAM. Valdez also admitted he had participated in the online conversation and to distributing the CSAM.

    U.S. District Judge Nelva Gonzales Ramos will impose sentencing Aug. 12. At the time, Valdez faces up to 20 years in federal prison and a possible $250,000 maximum fine.

    He has been and will remain in custody pending that hearing.

    Immigration and Customs Enforcement – Homeland Security Investigations and Corpus Christi Police Department conducted the investigation with the assistance of authorities in Australia.

    Assistant U.S. Attorney Patrick Overman is prosecuting the case, which was brought as part of Project Safe Childhood (PSC), a nationwide initiative the Department of Justice (DOJ) launched in May 2006 to combat the growing epidemic of child sexual exploitation and abuse. U.S. Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section leads PSC, which marshals federal, state and local resources to locate, apprehend and prosecute individuals who sexually exploit children and identifies and rescues victims. For more information about PSC, please visit DOJ’s PSC page. For more information about internet safety education, please visit the resources tab on that page.

    MIL Security OSI –

  • MIL-OSI: Capital Bancorp, Inc. Announces Strong First Quarter Results and Successful IFH Conversion; Continued Strong Organic Loan and Deposit Growth; NIM and Fee Income Drives Robust Returns

    Source: GlobeNewswire (MIL-OSI)

    First Quarter 2025 Highlights

    • Net Income of $13.9 million, or $0.82 per share, and return on average assets (“ROA”) of 1.75%
      • Core net income(1) of $14.9 million, or $0.88 per share, and core ROA(1) of 1.87%
    • Book value per common share of $22.19 at March 31, 2025, increased $0.87 compared to 4Q 2024, and increased $3.51 when compared to 1Q 2024.
      • Tangible Book Value Per Share(1) of $19.81, increased 3.7% (not annualized), or $0.71(2) as compared to 4Q 2024, and increased 6.0%, or $1.13 compared to 1Q 2024
    • Return on average equity (“ROE”) of 15.56%, and return on average tangible common equity (“ROTCE”)(1) of 17.57%
      • Core ROE(1) of 16.64%, and core ROTCE(1) of 18.77%
    • Gross Loans grew $48.2 million, or 7.4% (annualized), during 1Q 2025, and growth of $713.9 million year-over-year including $340.4 million from organic growth and $373.5 million from the IFH acquisition
    • Total Deposits grew $129.4 million, or 19.0% (annualized), from 4Q 2024. Year-over-year growth of $885.6 million includes $426.7 million from organic growth, and $459.0 million from the acquisition of IFH, or 44.2% from 1Q 2024
      • Customer Deposit growth of $154.6 million, or 25.8% (annualized) from 4Q 2024, and $738.5 million year-over-year, or 40.0% from 1Q 2024, including $445.0 million of organic growth, and $293.5 million from the acquisition of IFH
    • Net Interest Income increased $1.7 million, or 3.9% (not annualized), from 4Q 2024 due to balance sheet growth and purchase accounting accretion, and increased $11.0 million, or 31.5%, year-over-year, primarily driven by strong organic growth and the acquisition of IFH.
    • Net Interest Margin (“NIM”) of 6.05% increased 18 bps compared to 4Q 2024 and decreased 19 bps compared to 1Q 2024 due to the acquisition of commercial loans from IFH, diluting the impact from OpenSky™
      • Commercial Bank NIM(1) of 4.32% increased by 33 bps and 55 bps, compared to 4Q 2024 and 1Q 2024, respectively
      • Net purchase accounting accretion of $1.5 million for 1Q 2025, increased $0.8 million compared to 4Q 2024, accounting for 20 bps of both reported NIM and Commercial Bank NIM(1)
    • Fee Revenue (noninterest income) totaled $12.5 million, or 21.4% of total revenue for 1Q 2025, an increase of $0.6 million, from 4Q 2024 and $6.6 million, from 1Q 2024
    • The allowance for credit losses to total loans (“ACL Coverage Ratio”) equaled 1.81% at March 31, 2025 down 4 bps from 4Q 2024 and up 32 bps from 1Q 2024, primarily due to of the acquisition of IFH loans. The Commercial Bank ACL Coverage Ratio(1) equaled 1.67% at March 31, 2025, compared to 1.70% at December 31, 2024.
    • Cash Dividend of $0.10 per share declared by the Board of Directors

    ________________________
    (1) As used in this press release, core net income, core ROA, core ROE, ROTCE, core ROTCE, Commercial Bank NIM, Commercial Bank ACL Coverage Ratio, and Tangible Book Value are non–U.S. generally accepted accounting principles (“GAAP”) financial measures. These non-GAAP financial metrics exclude merger-related and other certain one-time non-reoccurring pre-tax adjustments and tax impacts of such adjustments. Reconciliations of these and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.
    (2) 4Q 2024 Tangible Book Value restated to $19.10 from previously reported amount of $18.77 due to exclusion of Loan Servicing Assets.

    ROCKVILLE, Md., April 28, 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 $13.9 million, or $0.82 per diluted share, for 1Q 2025, compared to net income of $7.5 million, or $0.45 per diluted share, for 4Q 2024, and $6.6 million, or $0.47 per diluted share, for 1Q 2024. Core net income(3) for 1Q 2025 of $14.9 million, or $0.88 per diluted share, compared to $15.5 million, or $0.92 per diluted share in 4Q 2024.

    The Company also declared a cash dividend on its common stock of $0.10 per share. The dividend is payable on May 28, 2025 to shareholders of record on May 12, 2025.

    “The first quarter continues the momentum from 2024 and further demonstrates the value of the larger and more diversified franchise resulting from the acquisition of IFH,” said Ed Barry, CEO of the Company and the Bank. “I would like to thank Management and the teams across the organization for a successful integration of IFH in the first quarter. Our continued focused execution of our initiatives and growth objectives will build on a great start to 2025.”

    “Our record GAAP earnings per share for the quarter, increased net interest margin, solid loan and deposit growth, and superior return on tangible equity all confirm that we are on the right course for continued growth. We continue to benefit from our diversified earnings platform, both in terms of overall performance and risk mitigation,” said Steven J. Schwartz, Chairman of the Company. “That said, we intend to continue to monitor closely the possible impact on our businesses from emergent governmental policies, with a view towards insulating ourselves, to the extent we can, from the effects of such policies, including interest rate and price volatility and heightened economic uncertainty.”

    Reconciliation of GAAP Net Income to Core (Non-GAAP) Net Income
    The following table provides a reconciliation of the Company’s net income under GAAP to Core net income (non-GAAP) results excluding merger-related expenses and other one-time non-recurring transactions.

      First Quarter 2025   Fourth 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    		   Net
    Income    		   Diluted
    Earnings
    per
    Share
    GAAP Net Income $ 18,297   $ 4,365   $ 13,932   $ 0.82   $ 10,776   $ 3,243   $ 7,533   $ 0.45
    Add: Merger-Related Expenses   1,266     302     964         2,615     464     2,151    
    Add: Non-recurring Equity and Debt Investment Write-Down   —     —     —         2,620     —     2,620    
    Add: Initial IFH ACL Provision   —     —     —         4,194     1,025     3,169    
    Core Net Income(1) $ 19,563   $ 4,667   $ 14,896   $ 0.88   $ 20,205   $ 4,732   $ 15,473   $ 0.92

    Note: The income tax expense reflects the non-deductibility of certain merger-related expenses.

    ________________________
    1 As used in this press release, core net income is a non-GAAP financial measure. This non-GAAP financial metric excludes merger-related and other certain one-time non-recurring pre-tax adjustments and tax impacts of such adjustments. Reconciliations of this and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.


    First Quarter 2025 Results

    Earnings Summary
    Net income of $13.9 million, or $0.82 per diluted share, compared to net income of $7.5 million, or $0.45 per diluted share, for 4Q 2024, and $6.6 million or $0.47 per diluted share, for 1Q 2024. 1Q 2025 core net income(4) of $14.9 million, or $0.88 per diluted share, compared to 4Q 2024 of $15.5 million, or $0.92 per diluted share.

    • Net interest income of $46.0 million increased $1.7 million, or 3.9% (not annualized), compared to 4Q 2024, and increased $11.0 million, or 31.5% year-over-year.
      • Interest income of $62.8 million increased $1.1 million, or 1.7% (not annualized), over 4Q 2024, and increased $14.4 million, or 29.8%, year-over-year. The increase quarter-over-quarter was driven by increases of $1.1 million from net purchase accounting accretion, $0.7 million from interest-bearing deposits held at other financial institutions, and $0.3 million from investments held for sale, partially offset by a decrease in loan interest income of $1.1 million due to rate and portfolio mix, while the increase year-over year was primarily driven by organic growth and the acquisition of IFH.
        • Interest income included $0.4 million from net purchase accounting accretion in 1Q 2025 compared to $0.7 million from net purchase accounting amortization in 4Q 2024. There was no related purchase accounting accretion or amortization during 1Q 2024.
      • Interest expense of $16.7 million decreased $0.7 million, or 3.8% (not annualized) compared to 4Q 2024, and increased $3.4 million, or 25.1%, year-over-year. The decrease quarter-over-quarter was primarily due to a decrease in borrowed funds partially offset by lower net purchase accounting accretion, and the increase year-over-year was driven by organic growth and the acquisition of IFH.
        • Interest expense included $1.1 million from net purchase accounting accretion in 1Q 2025 compared to $1.4 million from net purchase accounting accretion in 4Q 2024. There was no related purchase accounting accretion or amortization during 1Q 2024.
    • The provision for credit losses was $2.2 million, a decrease of $5.6 million from 4Q 2024. The decrease over the prior quarter was primarily driven by the recognition of the Initial IFH ACL Provision of $4.2 million in 4Q 2024, and a $2.0 million lower provision from the commercial loan portfolio partially offset by an additional $0.6 million from OpenSky™ provision in the current quarter. Net charge-offs totaled $2.4 million, or 0.38% of portfolio loans (annualized), including $2.3 million from OpenSky™ loans. By comparison net charge-offs for 4Q 2024 totaled $2.4 million, or 0.37% of portfolio loans (annualized), including $2.1 million from OpenSky™ loans. At March 31, 2025, the ACL Coverage Ratio was 1.81%, down 4 bps from the ratio of 1.85% at December 31, 2024, due to the payoff of certain purchase credit deteriorated (“PCD”) loans acquired from IFH, during the quarter. The provision for credit losses decreased $0.5 million, year-over-year (1Q 2024) primarily from lower commercial loan portfolio provision of $0.7 million, offset by slightly higher provision for OpenSky™ of $0.2 million, while the ACL Coverage Ratio increased 32 bps year-over-year driven by the acquisition of IFH.

    ________________________
    1 As used in this press release, core net income is a non-GAAP financial measure. This non-GAAP financial metric excludes merger-related and other certain one-time non-recurring pre-tax adjustments and tax impacts of such adjustments. Reconciliations of this and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.


    Earnings Summary (Continued)

    • Noninterest income of $12.5 million increased $0.6 million compared to 4Q 2024 and increased $6.6 million year-over-year primarily due to the contributions made by the businesses IFH brought to the merged entity. Core fee revenue(5) of $12.5 million decreased $2.0 million, as a result of $1.2 million lower government lending revenue, $0.8 million lower SBIC investment income, $0.5 million lower loan servicing, $0.4 million lower government loan servicing revenue (Windsor), offset by a loan termination fee of $0.7 million during 1Q 2025.
    • Noninterest expense of $38.1 million increased $0.5 million compared to 4Q 2024 and $8.6 million compared to 1Q 2024. Core noninterest expense(1) of $36.8 million increased $1.9 million compared to 4Q 2024 and $8.0 million compared to 1Q 2024. Core comparisons include:
      • Salaries and employee benefits expenses increased $1.6 million from 4Q 2024, primarily the result of $0.7 million lower deferred expenses related to loan production, $0.6 million from the seasonality of payroll related taxes, and $0.2 million in employee benefits.
      • Marketing expenses increased $0.7 million from 4Q 2024, primarily due to additional OpenSky™ advertising-related expenses due to seasonality.
      • Regulatory assessment expenses increased $0.4 million from 4Q 2024, primarily due to additional assessments from the acquisition of IFH.
      • Expense reduction of $0.8 million from 4Q 2024, includes $0.3 million from loan processing, $0.2 million from other operating, and $0.3 million from other areas.
      • Year-over-year expense growth of $8.6 million was primarily due to the acquisition of IFH.
      • Estimated total cost synergies resulting from the acquisition of IFH totaled $1.75 million in 1Q 2025, achieving the targeted savings earlier than anticipated.
    • Income tax expense of $4.4 million, or 23.9% of pre-tax income for 1Q 2025, increased $1.1 million from $3.2 million, or 30.1% of pre-tax income for 4Q 2024. The core effective income tax rate(1) for 1Q 2025 and 4Q 2024 would have been 23.7% and 22.6%, respectively.

    ________________________
    1 As used in this press release, core fee revenue, core noninterest expense, and core effective income tax rate are non-GAAP financial measures. These non-GAAP financial metrics exclude merger-related and other certain one-time non-recurring pre-tax adjustments and tax impacts of such adjustments. Reconciliations of these and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.


    Balance Sheet
    Total assets of $3.3 billion at March 31, 2025 increased $142.9 million, or 18.1% (annualized), from December 31, 2024. Total assets growth year-over-year of $1.0 billion, or 44.1%, included $559.4 million acquired with the IFH acquisition, net of purchase accounting, and $465.6 million of organic growth.

    • Cash and cash equivalents of $294.0 million at March 31, 2025 increased $88.7 million from December 31, 2024 due to portfolio growth, and increased $208.8 million year-over-year including $130.9 million from organic growth and $77.8 million from the acquisition of IFH.
    • Total portfolio loans of $2.68 billion at March 31, 2025 increased $48.2 million, or 7.4% (annualized), from December 31, 2024 and increased $713.9 million year-over-year including $373.5 million from the acquisition of IFH and $340.4 million of organic growth.
      • Compared to December 31, 2024, commercial and industrial loans increased $39.8 million and construction real estate loans increased $22.0 million, offset by a $9.1 million decrease in OpenSky™ loans and a $6.3 million decrease in commercial real estate loans.
      • Commercial and industrial loans, and owner-occupied commercial real estate loans totaled 37.9% of total portfolio loans at March 31, 2025, compared to 37.8% at December 31, 2024, and 29.6% at March 31, 2024.
    • Total deposits of $2.89 billion at March 31, 2025 increased $129.4 million, or 19.0% (annualized), from December 31, 2024, and increased $885.6 million, or 44.2% (annualized) from March 31, 2024. The increase quarter-over-quarter includes $95.7 million of growth in customer money market deposits, $57.6 million of growth in interest-bearing demand accounts, $1.3 million of noninterest-bearing deposits, and $0.7 million of customer time deposits, partially offset by a decrease in brokered time deposits of $25.2 million. The increase year-over-year is driven by $459.0 million from the acquisition of IFH and $426.7 million from organic growth.
      • Insured and protected deposits were approximately $2.0 billion as of March 31, 2025 representing 70.4% of the Company’s deposit portfolio.
      • Low-and-no interest bearing deposits of $1.1 billion, or 38.8% of deposits, increased $58.2 million, or 22.2% (annualized) from December 31, 2024, and increased $257.2 million, or 29.8% year-over-year, including $157.4 million of organic growth, and $91.5 million from the acquisition of IFH.
    • The average portfolio loans-to-deposit ratio was 95.15% for the three months ended March 31, 2025, compared to 99.27% from 4Q 2024, and 98.46% from 1Q 2024.
    • The investment securities portfolio continues to be classified as available-for-sale and had a fair market value of $213.5 million, or 6.4% of total assets, an effective duration of 3.0 years, with U.S. Treasury Securities representing 56% of the overall investment portfolio at March 31, 2025. The accumulated other comprehensive income (loss) on the investment securities portfolio decreased $2.3 million during the quarter to negative $9.2 million after-tax as of March 31, 2025, which represents 2.5% 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 March 31, 2025 totaled $820.9 million, compared to $803.0 from 4Q 2024. During 1Q 2025 available collateralized lines of credit of $625.4 million, unsecured lines of credit with other banks of $76.0 million and unpledged investment securities available as collateral for potential additional borrowings of $119.5 million.
    • Capital Positions – As of March 31, 2025, the Company reported a Common Equity Tier-1 capital ratio of 13.33%, compared to 13.74% at December 31, 2024. At March 31, 2025, the Company and the Bank maintain regulatory capital ratios that exceed all capital adequacy requirements.

    Financial Metrics
    Net Interest Margin – Net interest margin of 6.05% for the three months ended March 31, 2025, increased 18 bps compared to the prior quarter, and decreased 19 bps year-over-year. Commercial Bank net interest margin(1), of 4.32% increased 33 bps compared to the prior quarter, and increased 55 bps year-over-year. Net purchase accounting accretion for 1Q 2025 was 20 bps for NIM and Commercial Bank NIM(1).

    • The average yield on interest earning assets of 8.24% increased 7 bps compared to the prior quarter, due to portfolio mix, and decreased 39 bps year-over-year primarily due to the acquisition of commercial loans diluting the impact from OpenSky™. The Commercial Bank Loan Yield(1) of 7.14% for 1Q 2025, increased 16 bps 4Q 2024, and increased 18 bps year-over-year.
    • The total cost of deposits of 2.42% for 1Q 2025 decreased 8 bps compared to the prior quarter due to rate and mix shift and decreased 22 bps year-over-year. The total cost of interest-bearing deposits decreased 9 bps quarter-over-quarter, and 54 bps year-over-year, to 3.37% for 1Q 2025 due to rate environment and product mix.
    • Net purchase accounting accretion of $1.5 million during 1Q 2025, increased $0.8 million from 4Q 2024. There was no related purchase accounting accretion or amortization during 1Q 2024.

    Efficiency Ratios – The efficiency ratio was 64.9% for the three months ended March 31, 2025, compared to 66.7% for the three months ended December 31, 2024 and 72.0% for the three months ended March 31, 2024. The core efficiency ratio(6) was 62.8%, for the three months ended March 31, 2025. The core efficiency ratio(1) was 59.3% for the three months ended December 31, 2024, and 70.2% for the three months ended March 31, 2024.

    Credit Metrics and Asset Quality – The ACL Coverage Ratio equaled 1.81% at March 31, 2025, a decrease of 4 bps from December 31, 2024, and an increase of 32 bps year-over-year driven by the acquisition of IFH.

    Nonperforming assets increased 27 bps to 1.21% of total assets at March 31, 2025 compared to December 31, 2024, and increased 59 bps year-over-year. Total nonaccrual loans at March 31, 2025 increased $10.2 million to $40.5 million compared to December 31, 2024, and increased $26.1 million year-over-year, mainly due to the acquisition of IFH. At March 31, 2025, special mention loans totaled $63.0 million, or 2.4% of total portfolio loans, compared to $60.0 million, or 2.3% of total portfolio loans, at December 31, 2024, and $27.5 million, or 1.4% of total portfolio loans, at March 31, 2024. At March 31, 2025, substandard loans totaled $45.7 million, or 1.7% of total portfolio loans, compared to $48.4 million, or 1.8% of total portfolio loans, at December 31, 2024 and $14.1 million, or 0.7% of total portfolio loans, at March 31, 2024.

    ________________________
    1 As used in this press release, Commercial Bank NIM, Commercial Bank Loan Yield, and core efficiency ratio are non-GAAP financial measures. These non-GAAP financial metrics exclude merger-related and other certain one-time non-recurring pre-tax adjustments and tax impacts of such adjustments. Reconciliations of these and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.

    Financial Metrics (Continued)
    Performance Ratios – ROA, ROE, ROTCE were 1.75%, 15.56%, and 17.57% respectively, for the three months ended March 31, 2025, compared to 0.96%, 8.50%, and 9.33%(1) respectively, for the three months ended December 31, 2024. For the three months ended March 31, 2024, ROA, ROE, and ROTCE were 1.15%, 10.19%, and 10.19%, respectively. As of March 31, 2024, the Company did not have goodwill or other intangible assets.

    • Core ROA(2), core ROE(2), and core ROTCE(2) for the three months ended March 31, 2025 were 1.87%, 16.64%, and 18.77% respectively. Core ROA(2), core ROE(2), and core ROTCE(2) for the three months ended December 31, 2024, were 1.97%, 17.46%, and 18.91%(1), respectively. Core ROA(2), core ROE(2), and core ROTCE(2) for the three months ended March 31, 2024 were 1.24%, 11.03%, and 11.03%, respectively.

    Book Value and Tangible Book Value – Book value per common share of $22.19 at March 31, 2025, increased $0.87 when compared to December 31, 2024, and increased $3.51 when compared to March 31, 2024. Tangible book value per common share(2) increased $0.71(3), or 3.7%, to $19.81 at March 31, 2025 when compared to December 31, 2024, and increased $1.13, or 6.0%, when compared to March 31, 2024. Tangible book value was impacted by the purchase accounting adjustments required as part of the IFH acquisition. Therefore, tangible book value per share(1) was equal to book value per share for periods prior to 4Q 2024.

    ____________
    1 Core ROTCE and core ROTCE for the three months ended December 31, 2024 were restated to 9.33% and 18.91%, respectively, from 9.47% and 19.19%, due to exclusion of Loan Servicing Assets.
    2 As used in this press release, core ROA, core ROE, ROTCE, core ROTCE, and Tangible Book Value are non-GAAP financial measures. These non-GAAP financial metrics exclude merger-related and other certain one-time non-recurring pre-tax adjustments and tax impacts of such adjustments. Reconciliations of these and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.
    3 4Q 2024 Tangible Book Value restated to $19.10 from previously reported amount of $18.77 due to exclusion of Loan Servicing Assets.


    Commercial Bank
    Continued Portfolio Loan Growth – Gross portfolio loans increased $55.6 million at March 31, 2025 compared to December 31, 2024, including $39.8 million of commercial and industrial loans, and $22.0 million of construction real estate loans. Historical gross portfolio loan balances are disclosed in the Composition of Loans table within the Historical Financial Highlights.

    Net Interest Income – Interest income of $48.2 million increased $2.1 million from the prior quarter, driven by loan growth and higher loan yields. Interest expense of $16.6 million decreased $0.6 million, resulting from a decrease in the average balance of borrowings in 1Q 2025.

    Credit Metrics – Nonperforming assets, comprised solely of nonaccrual loans, increased 27 bps to 1.21% of total assets at March 31, 2025 compared to December 31, 2024. Total nonaccrual loans at March 31, 2025 increased to $40.5 million compared to $30.2 million at December 31, 2024.

    Classified and Criticized Loans – At March 31, 2025, special mention loans totaled $63.0 million, or 2.4% of total portfolio loans, compared to $60.0 million, or 2.3% of total portfolio loans, at December 31, 2024. At March 31, 2025, substandard loans totaled $45.7 million, or 1.7% of total portfolio loans, compared to $48.4 million, or 1.8% of total portfolio loans, at December 31, 2024.

    OpenSky™
    Accounts – During 1Q 2025, the number of credit card accounts of 563.7 thousand increased by 11.2 thousand, or 2.0% (not annualized) from December 31, 2024, and increased 36.8 thousand, or 7.0% year-over-year.

    Loan and Deposit Balances – Loan balances, net of reserves, of $118.7 million at March 31, 2025 decreased by $9.1 million, or 28.7% (annualized), compared to December 31, 2024. Corresponding deposit balances of $168.8 million at March 31, 2025 increased $2.4 million, or 6.0% (annualized), compared to December 31, 2024. Gross unsecured loan balances of $39.0 million at March 31, 2025 decreased $3.4 million, or 32.9% (annualized), compared to $42.4 million at December 31, 2024, and increased $10.5 million year-over-year.

    Revenues – Total revenue of $18.2 million decreased $1.0 million from the prior quarter. Interest income of $14.4 million decreased $1.0 million from the prior quarter. Average OpenSky™ credit card loan balances, net of reserves and deferred fees of $118.7 million for 1Q 2025, decreased $2.3 million, or 1.9% (not annualized), compared to the prior quarter. Noninterest income of $3.7 million remained generally consistent compared to the prior quarter.

    Noninterest Expense – Total noninterest expense of $13.3 million decreased $0.7 million, primarily related to advertising related expenses due to seasonality.

    OpenSky™Credit – Portfolio credit metrics continue to be generally consistent with modeled expectations during 1Q 2025. The provision for credit losses of $1.8 million increased $0.6 million when compared to the prior quarter. OpenSky’s unsecured loan product continues to be offered exclusively to current and former secured card customers in order to retain customer who have successfully improved their credit profiles. Unsecured loans have been offered by OpenSky since the fourth quarter of 2021 and have performed according to management expectations over that time period.

    Capital Bank Home Loans
    Originations of loans held for sale totaled $65.8 million during 1Q 2025, with $54.1 million of mortgage loans sold resulting in a gain on sale of loans of $1.7 million, representing a 3.07% of gain on sale as a percentage of total loans sold. Originations of loans held for sale totaled $90.0 million during 4Q 2024, 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
    Gross government loan servicing revenue totaled $4.6 million, including $1.0 million of Capital Bank related servicing fees, during 1Q 2025. Gross government loan servicing revenue totaled $4.6 million, including $0.9 million of Capital Bank related servicing fees, during 4Q 2024. Windsor’s total servicing portfolio was $2.6 billion at March 31, 2025, and $2.5 billion at December 31, 2024.

    COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited
                               
      Quarter Ended   1Q25 vs 4Q24   1Q25 vs 1Q24
    (in thousands, except per share data) March 31,
    2025    		   December 31,
    2024    		   March 31,
    2024    		   $
    Change    		   %
    Change    		   $
    Change    		   %
    Change
    Earnings Summary                          
    Interest income $ 62,760     $ 61,707     $ 48,369     $ 1,053     1.7 %   $ 14,391     29.8 %
    Interest expense   16,713       17,380       13,361       (667 )   (3.8 )%     3,352     25.1 %
    Net interest income   46,047       44,327       35,008       1,720     3.9 %     11,039     31.5 %
    Provision for credit losses   2,246       7,828       2,727       (5,582 )   (71.3 )%     (481 )   (17.6 )%
    Provision for credit losses on unfunded commitments   —       122       142       (122 )   (100.0 )%     (142 )   (100.0 )%
    Noninterest income   12,549       11,913       5,972       636     5.3 %     6,577     110.1 %
    Noninterest expense   38,053       37,514       29,487       539     1.4 %     8,566     29.1 %
    Income before income taxes   18,297       10,776       8,624       7,521     69.8 %     9,673     112.2 %
    Income tax expense   4,365       3,243       2,062       1,122     34.6 %     2,303     111.7 %
    Net income $ 13,932     $ 7,533     $ 6,562     $ 6,399     84.9 %   $ 7,370     112.3 %
                               
    Pre-tax pre-provision net revenue (“PPNR”) (1) $ 20,543     $ 18,726     $ 11,493     $ 1,817     9.7 %   $ 9,050     78.7 %
    Core PPNR(1) $ 21,809     $ 23,961     $ 12,205     $ (2,152 )   (9.0 )%   $ 9,604     78.7 %
                               
    Common Share Data                          
    Earnings per share – Basic $ 0.84     $ 0.45     $ 0.47     $ 0.39     86.7 %   $ 0.37     78.7 %
    Earnings per share – Diluted $ 0.82     $ 0.45     $ 0.47     $ 0.37     82.2 %   $ 0.35     74.5 %
    Core earnings per share – Diluted(1) $ 0.88     $ 0.92     $ 0.51     $ (0.04 )   (4.3 )%   $ 0.37     72.5 %
    Weighted average common shares – Basic   16,666       16,595       13,919                  
    Weighted average common shares – Diluted   16,925       16,729       13,919                  
                               
    Return Ratios                          
    Return on average assets (annualized)   1.75 %     0.96 %     1.15 %                
    Core return on average assets (annualized)(1)   1.87 %     1.97 %     1.24 %                
    Return on average equity (annualized)   15.56 %     8.50 %     10.19 %                
    Core return on average equity (annualized)(1)   16.64 %     17.46 %     11.03 %                
    Return on average tangible common equity (annualized)(1)   17.57 %     9.33 %     10.19 %                
    Core return on average tangible common equity (annualized)(1)   18.77 %     18.91 %     11.03 %                

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

    COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited (Continued)
                           
      Quarter Ended       Quarter Ended
      March 31,     December 31,   September 30,   June 30,
    (in thousands, except per share data)   2025     2024   % Change     2024     2024     2024
    Balance Sheet Highlights                      
    Assets $ 3,349,805   $ 2,324,238   44.1 %   $ 3,206,911   $ 2,560,788   $ 2,438,583
    Investment securities available-for-sale   213,452     202,254   5.5 %     223,630     208,700     207,917
    Mortgage loans held for sale   34,656     10,303   236.4 %     21,270     19,554     19,219
    Portfolio loans receivable (2)   2,678,406     1,964,525   36.3 %     2,630,163     2,107,522     2,021,588
    Allowance for credit losses   48,454     29,350   65.1 %     48,652     31,925     30,832
    Deposits   2,891,333     2,005,695   44.2 %     2,761,939     2,186,224     2,100,428
    FHLB borrowings   22,000     22,000   — %     22,000     52,000     32,000
    Other borrowed funds   12,062     12,062   — %     12,062     12,062     12,062
    Total stockholders’ equity   369,577     259,465   42.4 %     355,139     280,111     267,854
    Tangible common equity (1)   329,936     259,465   27.2 %     318,196     280,111     267,854
                           
    Common shares outstanding   16,657     13,890   19.9 %     16,663     13,918     13,910
    Book value per share $ 22.19   $ 18.68   18.8 %   $ 21.31   $ 20.13   $ 19.26
    Tangible book value per share (1) $ 19.81   $ 18.68   6.0 %   $ 19.10   $ 20.13   $ 19.26
    Dividends per share $ 0.10   $ 0.08   25.0 %   $ 0.10   $ 0.10   $ 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
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
    Interest income                  
    Loans, including fees $ 58,691   $ 58,602     $ 50,047   $ 48,275   $ 45,991
    Investment securities available-for-sale   1,861     1,539       1,343     1,308     1,251
    Federal funds sold and other   2,208     1,566       1,220     1,032     1,127
    Total interest income   62,760     61,707       52,610     50,615     48,369
                       
    Interest expense                  
    Deposits   16,512     16,385       13,902     13,050     12,833
    Borrowed funds   201     995       354     508     528
    Total interest expense   16,713     17,380       14,256     13,558     13,361
                       
    Net interest income   46,047     44,327       38,354     37,057     35,008
    Provision for credit losses   2,246     7,828       3,748     3,417     2,727
    Provision for credit losses on unfunded commitments   —     122       17     104     142
    Net interest income after provision for credit losses   43,801     36,377       34,589     33,536     32,139
    Noninterest income                  
    Service charges on deposits   258     241       235     200     207
    Credit card fees   3,722     3,733       4,055     4,330     3,881
    Mortgage banking revenue   1,831     1,821       1,882     1,990     1,453
    Government lending revenue   1,096     2,301       —     —     —
    Government loan servicing revenue   3,568     3,993       —     —     —
    Loan servicing rights (government guaranteed)   472     1,013       —     —     —
    Non-recurring equity and debt investment write-down   —     (2,620 )     —     —     —
    Other income   1,602     1,431       463     370     431
    Total noninterest income   12,549     11,913       6,635     6,890     5,972
    Noninterest expenses                  
    Salaries and employee benefits   18,067     16,513       13,345     13,272     12,907
    Occupancy and equipment   2,910     2,976       1,791     1,864     1,613
    Professional fees   2,112     2,150       1,980     1,769     1,947
    Data processing   7,112     7,210       6,930     6,788     6,761
    Advertising   1,779     1,032       1,223     2,072     2,032
    Loan processing   743     969       615     476     371
    Foreclosed real estate expenses, net   1     —       1     —     1
    Merger-related expenses   1,266     2,615       520     83     712
    Operational losses   903     993       1,008     782     931
    Regulatory assessment expenses   889     484       427     553     473
    Other operating   2,271     2,572       1,885     1,834     1,739
    Total noninterest expenses   38,053     37,514       29,725     29,493     29,487
    Income before income taxes   18,297     10,776       11,499     10,933     8,624
    Income tax expense   4,365     3,243       2,827     2,728     2,062
    Net income $ 13,932   $ 7,533     $ 8,672   $ 8,205   $ 6,562
     
    Consolidated Balance Sheets
      (unaudited)   (audited)   (unaudited)   (unaudited)   (unaudited)
    (in thousands, except share data) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
    Assets                  
    Cash and due from banks $ 27,836     $ 25,433     $ 23,462     $ 19,294     $ 12,361  
    Interest-bearing deposits at other financial institutions   266,092       179,841       133,180       117,160       72,787  
    Federal funds sold   59       58       58       57       56  
    Total cash and cash equivalents   293,987       205,332       156,700       136,511       85,204  
    Investment securities available-for-sale   213,452       223,630       208,700       207,917       202,254  
    Restricted investments   7,031       4,479       5,895       4,930       4,441  
    Loans held for sale   34,656       21,270       19,554       19,219       10,303  
    Portfolio loans receivable, net of deferred fees and costs   2,678,406       2,630,163       2,107,522       2,021,588       1,964,525  
    Less allowance for credit losses   (48,454 )     (48,652 )     (31,925 )     (30,832 )     (29,350 )
    Total portfolio loans held for investment, net   2,629,952       2,581,511       2,075,597       1,990,756       1,935,175  
    Premises and equipment, net   15,085       15,525       5,959       5,551       4,500  
    Accrued interest receivable   19,458       16,664       12,468       12,162       12,258  
    Goodwill   24,085       21,126       —       —       —  
    Intangible assets   13,861       14,072       —       —       —  
    Core deposit intangibles   1,695       1,745       —       —       —  
    Loan servicing assets   2,244       5,511       —       —       —  
    Deferred tax asset   15,902       16,670       10,748       12,150       12,311  
    Bank owned life insurance   44,335       43,956       38,779       38,414       38,062  
    Other assets   34,062       35,420       26,388       10,973       19,730  
    Total assets $ 3,349,805     $ 3,206,911     $ 2,560,788     $ 2,438,583     $ 2,324,238  
                       
    Liabilities                  
    Deposits                  
    Noninterest-bearing $ 812,224     $ 810,928     $ 718,120     $ 684,574     $ 665,812  
    Interest-bearing   2,079,109       1,951,011       1,468,104       1,415,854       1,339,883  
    Total deposits   2,891,333       2,761,939       2,186,224       2,100,428       2,005,695  
    Federal Home Loan Bank advances   22,000       22,000       52,000       32,000       22,000  
    Other borrowed funds   12,062       12,062       12,062       12,062       12,062  
    Accrued interest payable   9,995       9,393       8,503       6,573       6,009  
    Other liabilities   44,838       46,378       21,888       19,666       19,007  
    Total liabilities   2,980,228       2,851,772       2,280,677       2,170,729       2,064,773  
                       
    Stockholders’ equity                  
    Common stock   167       167       139       139       139  
    Additional paid-in capital   128,692       128,598       55,585       55,005       54,229  
    Retained earnings   249,925       237,843       232,995       225,824       218,731  
    Accumulated other comprehensive loss   (9,207 )     (11,469 )     (8,608 )     (13,114 )     (13,634 )
    Total stockholders’ equity   369,577       355,139       280,111       267,854       259,465  
    Total liabilities and stockholders’ equity $ 3,349,805     $ 3,206,911     $ 2,560,788     $ 2,438,583     $ 2,324,238  

    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
    March 31, 2025    		   Three Months Ended
    December 31, 2024    		   Three Months Ended
    March 31, 2024
      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 $ 203,053   $ 2,138   4.27 %   $ 140,206   $ 1,446   4.10 %   $ 84,531   $ 1,049   4.99 %
    Federal funds sold   58     1   6.99       58     —   —       56     1   7.18  
    Investment securities available-for-sale   235,605     1,861   3.20       236,951     1,539   2.58       233,231     1,251   2.16  
    Restricted investments   5,761     69   4.86       7,292     120   6.55       4,601     77   6.73  
    Loans held for sale   9,356     238   10.32       25,614     193   3.00       4,872     83   6.85  
    Portfolio loans receivable(2)(3)   2,634,110     58,453   9.00       2,592,960     58,409   8.96       1,927,372     45,908   9.58  
    Total interest earning assets   3,087,943     62,760   8.24       3,003,081     61,707   8.17       2,254,663     48,369   8.63  
    Noninterest earning assets   134,021             117,026             44,571        
    Total assets $ 3,221,964           $ 3,120,107           $ 2,299,234        
                                       
    Liabilities and Stockholders’ Equity                                  
    Interest-bearing liabilities:                                  
    Interest-bearing demand accounts $ 242,355     368   0.62     $ 257,446     424   0.66     $ 183,217     110   0.24  
    Savings   13,204     18   0.55       13,497     20   0.59       4,841     1   0.08  
    Money market accounts   869,978     7,399   3.45       763,526     7,131   3.72       682,414     7,136   4.21  
    Time deposits   859,729     8,727   4.12       847,618     8,810   4.13       449,963     5,586   4.99  
    Borrowed funds   34,062     201   2.39       97,116     995   4.08       58,963     528   3.60  
    Total interest-bearing liabilities   2,019,328     16,713   3.36       1,979,203     17,380   3.49       1,379,398     13,361   3.90  
    Noninterest-bearing liabilities:                                  
    Noninterest-bearing liabilities   56,503             58,460             23,820        
    Noninterest-bearing deposits   783,018             729,907             637,124        
    Stockholders’ equity   363,115             352,537             258,892        
    Total liabilities and stockholders’ equity $ 3,221,964           $ 3,120,107           $ 2,299,234        
                                       
    Net interest spread         4.88 %           4.68 %           4.73 %
    Net interest income     $ 46,047           $ 44,327           $ 35,008    
    Net interest margin(4)         6.05 %           5.87 %           6.24 %

    _______________
    (1)   Annualized.
    (2)   Includes nonaccrual loans.
    (3)   For the three months ended March 31, 2025, December 31, 2024, and March 31, 2024, collectively, Commercial Bank Loan Yield was 7.14%, 6.98% and 6.96%, respectively.
    (4)   For the three months ended March 31, 2025, December 31, 2024, and March 31, 2024, collectively, Commercial Bank Net Interest Margin was 4.32%, 3.99% and 3.77%, respectively.

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

    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 Windsor. 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 March 31, 2025, December 31, 2024, and March 31, 2024.

    Segments                    
    For the three months ended March 31, 2025        
    (in thousands)   Commercial
    Bank    		   CBHL   OpenSky™   Windsor
    Advantage    		   Consolidated
    Interest income   $ 48,164   $ 152     $ 14,444   $ —   $ 62,760
    Interest expense     16,649     64       —     —     16,713
    Net interest income     31,515     88       14,444     —     46,047
    Provision for credit losses     446     —       1,800     —     2,246
    Net interest income after provision     31,069     88       12,644     —     43,801
    Noninterest income     2,474     1,736       3,733     4,606     12,549
    Noninterest expense(1)     18,560     2,531       13,302     3,660     38,053
    Net income (loss) before taxes   $ 14,983   $ (707 )   $ 3,075   $ 946   $ 18,297
                         
    Total assets   $ 3,192,327   $ 14,092     $ 119,636   $ 23,750   $ 3,349,805
                         
    For the three months ended December 31, 2024        
    (in thousands)   Commercial
    Bank    		   CBHL   OpenSky™   Windsor
    Advantage    		   Consolidated
    Interest income   $ 46,061   $ 192     $ 15,454   $ —   $ 61,707
    Interest expense     17,249     131       —     —     17,380
    Net interest income     28,812     61       15,454     —     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     22,039     61       14,277     —     36,377
    Noninterest income     1,928     1,676       3,743     4,566     11,913
    Noninterest expense(1)     19,872     2,377       12,595     2,670     37,514
    Net income (loss) before taxes   $ 4,095   $ (640 )   $ 5,425   $ 1,896   $ 10,776
                         
    Total assets   $ 3,033,792   $ 21,691     $ 125,913   $ 25,515   $ 3,206,911
                         
    For the three months ended March 31, 2024        
    (in thousands)   Commercial
    Bank    		   CBHL   OpenSky™   Windsor
    Advantage    		   Consolidated
    Interest income   $ 33,365   $ 83     $ 14,921   $ —   $ 48,369
    Interest expense     13,320     41       —     —     13,361
    Net interest income     20,045     42       14,921     —     35,008
    Provision for credit losses     1,168     —       1,559     —     2,727
    Provision for credit losses on unfunded commitments     142     —       —     —     142
    Net interest income after provision     18,735     42       13,362     —     32,139
    Noninterest income     705     1,352       3,915     —     5,972
    Noninterest expense(1)     13,783     2,105       13,599     —     29,487
    Net income (loss) before taxes   $ 5,657   $ (711 )   $ 3,678   $ —   $ 8,624
                         
    Total assets   $ 2,208,135   $ 10,785     $ 105,318   $ —   $ 2,324,238

    ________________________
    (1)  Noninterest expense includes $6.4 million, $6.3 million, and $6.1 million in data processing expense in OpenSky’s™ segment for the three months ended March 31, 2025, December 31, 2024, and March 31, 2024, respectively.

    HISTORICAL FINANCIAL HIGHLIGHTS – Unaudited
        Quarter Ended
    (in thousands, except per share data)   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
    Earnings:                    
    Net income   $ 13,932     $ 7,533     $ 8,672     $ 8,205     $ 6,562  
    Earnings per common share, diluted     0.82       0.45       0.62       0.59       0.47  
    Net interest margin     6.05 %     5.87 %     6.41 %     6.46 %     6.24 %
    Commercial Bank net interest margin(2)     4.32 %     3.99 %     4.01 %     3.90 %     3.77 %
    Return on average assets(1)     1.75 %     0.96 %     1.42 %     1.40 %     1.15 %
    Return on average equity(1)     15.56 %     8.50 %     12.59 %     12.53 %     10.19 %
    Efficiency ratio     64.94 %     66.70 %     66.07 %     67.11 %     71.95 %
                         
    Balance Sheet:                    
    Total portfolio loans receivable, net deferred fees   $ 2,678,406     $ 2,630,163     $ 2,107,522     $ 2,021,588     $ 1,964,525  
    Total deposits     2,891,333       2,761,939       2,186,224       2,100,428       2,005,695  
    Total assets     3,349,805       3,206,911       2,560,788       2,438,583       2,324,238  
    Total stockholders’ equity     369,577       355,139       280,111       267,854       259,465  
    Total average portfolio loans receivable, net deferred fees     2,634,110       2,592,960       2,053,619       1,992,630       1,927,372  
    Total average deposits     2,768,284       2,611,994       2,091,294       2,010,736       1,957,559  
    Portfolio loans-to-deposit ratio (period-end balances)     92.64 %     95.23 %     96.40 %     96.25 %     97.95 %
    Portfolio loans-to-deposit ratio (average balances)     95.15 %     99.27 %     98.20 %     99.10 %     98.46 %
                         
    Asset Quality Ratios:                    
    Nonperforming assets to total assets     1.21 %     0.94 %     0.60 %     0.58 %     0.62 %
    Nonperforming loans to total loans     1.51 %     1.15 %     0.73 %     0.70 %     0.73 %
    Net charge-offs to average portfolio loans (1)     0.38 %     0.37 %     0.51 %     0.39 %     0.41 %
    Allowance for credit losses to total loans     1.81 %     1.85 %     1.51 %     1.53 %     1.49 %
    Allowance for credit losses to non-performing loans     119.73 %     160.88 %     206.50 %     219.40 %     204.37 %
                         
    Bank Capital Ratios:                    
    Total risk based capital ratio     13.00 %     12.79 %     13.76 %     14.51 %     14.36 %
    Tier-1 risk based capital ratio     11.75 %     11.54 %     12.50 %     13.25 %     13.10 %
    Leverage ratio     9.27 %     9.17 %     9.84 %     10.36 %     10.29 %
    Common Equity Tier-1 capital ratio     11.75 %     11.54 %     12.50 %     13.25 %     13.10 %
    Tangible common equity     8.66 %     9.31 %     9.12 %     9.53 %     9.66 %
    Holding Company Capital Ratios:                    
    Total risk based capital ratio     15.05 %     15.48 %     16.65 %     16.98 %     16.83 %
    Tier-1 risk based capital ratio     13.41 %     13.83 %     14.88 %     15.19 %     15.03 %
    Leverage ratio     10.68 %     11.07 %     11.85 %     11.93 %     11.87 %
    Common Equity Tier-1 capital ratio     13.33 %     13.74 %     14.78 %     15.08 %     14.92 %
    Tangible common equity     9.94 %     11.07 %     10.94 %     10.98 %     11.16 %

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

    HISTORICAL FINANCIAL HIGHLIGHTS – Unaudited (Continued)
        Quarter Ended
    (in thousands, except per share data)   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
    Composition of Loans:                    
    Commercial real estate, non owner-occupied   $ 484,399     $ 471,329     $ 403,487     $ 397,080     $ 377,224  
    Commercial real estate, owner-occupied     420,643       440,026       351,462       319,370       330,840  
    Residential real estate     693,597       688,552       623,684       601,312       577,112  
    Construction real estate     343,280       321,252       301,909       294,489       290,016  
    Commercial and industrial     594,331       554,550       271,811       255,686       254,577  
    Lender finance     23,165       28,574       29,546       33,294       13,484  
    Business equity lines of credit     3,468       3,090       2,663       2,989       14,768  
    Credit card, net of reserve(2)     118,709       127,766       127,098       122,217       111,898  
    Other consumer loans     2,200       2,089       2,045       1,930       738  
    Portfolio loans receivable   $ 2,683,792     $ 2,637,228     $ 2,113,705     $ 2,028,367     $ 1,970,657  
    Deferred origination fees, net     (5,386 )     (7,065 )     (6,183 )     (6,779 )     (6,132 )
    Portfolio loans receivable, net   $ 2,678,406     $ 2,630,163     $ 2,107,522     $ 2,021,588     $ 1,964,525  
                         
    Composition of Deposits:                    
    Noninterest-bearing   $ 812,224     $ 810,928     $ 718,120     $ 684,574     $ 665,812  
    Interest-bearing demand     296,455       238,881       266,493       266,070       193,963  
    Savings     12,819       13,488       3,763       4,270       4,525  
    Money markets     912,418       816,708       686,526       672,455       678,435  
    Customer time deposits     549,630       548,901       358,300       317,911       302,319  
    Brokered time deposits     307,787       333,033       153,022       155,148       160,641  
    Total deposits   $ 2,891,333     $ 2,761,939     $ 2,186,224     $ 2,100,428     $ 2,005,695  
                         
    Capital Bank Home Loan Metrics:                    
    Origination of loans held for sale   $ 65,815     $ 89,998     $ 74,690     $ 82,363     $ 52,080  
    Mortgage loans sold     54,144       77,399       67,296       66,417       40,377  
    Gain on sale of loans     1,664       1,897       1,644       1,732       1,238  
    Purchase volume as a % of originations     90.73 %     90.42 %     90.98 %     96.48 %     97.83 %
    Gain on sale as a % of loans sold(3)     3.07 %     2.45 %     2.44 %     2.61 %     3.07 %
    Mortgage commissions   $ 545     $ 620     $ 598     $ 582     $ 490  
                         
    OpenSky™Portfolio Metrics:                    
    Open customer accounts     563,718       552,566       548,952       537,734       526,950  
    Secured credit card loans, gross   $ 81,252     $ 87,226     $ 89,641     $ 90,961     $ 85,663  
    Unsecured credit card loans, gross     38,987       42,430       39,730       33,560       28,508  
    Noninterest secured credit card deposits     168,796       166,355       170,750       173,499       171,771  

    _______________
    (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.

    Core Earnings Metrics Quarter Ended
    (in thousands, except per share data) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Net Income $ 13,932     $ 7,533     $ 8,672     $ 8,205     $ 6,562  
    Add: Merger-Related Expenses, net of tax   964       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       —       —       —  
    Core Net Income $ 14,896     $ 15,473     $ 9,229     $ 8,267     $ 7,100  
                       
    Weighted Average Common Shares – Diluted   16,925       16,729       13,951       13,895       13,919  
    Earnings per Share – Diluted $ 0.82     $ 0.45     $ 0.62     $ 0.59     $ 0.47  
    Core Earnings per Share – Diluted $ 0.88     $ 0.92     $ 0.66     $ 0.59     $ 0.51  
                       
    Average Assets $ 3,221,964     $ 3,120,107     $ 2,437,870     $ 2,353,868     $ 2,299,234  
    Return on Average Assets(1)   1.75 %     0.96 %     1.42 %     1.40 %     1.15 %
    Core Return on Average Assets(1)   1.87 %     1.97 %     1.51 %     1.41 %     1.24 %
                       
    Average Equity $ 363,115     $ 352,537     $ 274,087     $ 263,425     $ 258,892  
    Return on Average Equity(1)   15.56 %     8.50 %     12.59 %     12.53 %     10.19 %
    Core Return on Average Equity(1)   16.64 %     17.46 %     13.40 %     12.62 %     11.03 %
                       
    Net Interest Income (a) $ 46,047     $ 44,327     $ 38,354     $ 37,057     $ 35,008  
    Noninterest Income   12,549       11,913       6,635       6,890       5,972  
    Total Revenue $ 58,596     $ 56,240     $ 44,989     $ 43,947     $ 40,980  
    Noninterest Expense $ 38,053     $ 37,514     $ 29,725     $ 29,493     $ 29,487  
    Efficiency Ratio(2)   64.9 %     66.7 %     66.1 %     67.1 %     72.0 %
                       
    Noninterest Income $ 12,549     $ 11,913     $ 6,635     $ 6,890     $ 5,972  
    Add: Non-recurring equity and debt investment write-down   —       2,620       —       —       —  
    Core Fee Revenue (b) $ 12,549     $ 14,533     $ 6,635     $ 6,890     $ 5,972  
    Core Revenue (a) + (b) $ 58,596     $ 58,860     $ 44,989     $ 43,947     $ 40,980  
                       
    Noninterest Expense $ 38,053     $ 37,514     $ 29,725     $ 29,493     $ 29,487  
    Less: Merger-Related Expenses   1,266       2,615       520       83       712  
    Core Noninterest Expense $ 36,787     $ 34,899     $ 29,205     $ 29,410     $ 28,775  
    Core Efficiency Ratio(2)   62.8 %     59.3 %     64.9 %     66.9 %     70.2 %

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

    Commercial Bank Net Interest Margin Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Commercial Bank Net Interest Income $ 31,515     $ 28,812     $ 22,676     $ 21,223     $ 20,045  
    Average Interest Earning Assets   3,087,943       3,003,081       2,380,946       2,307,070       2,254,663  
    Less: Average Non-Commercial Bank Interest Earning Assets   128,278       133,401       129,906       119,801       116,197  
    Average Commercial Bank Interest Earning Assets $ 2,959,665     $ 2,869,680     $ 2,251,040     $ 2,187,269     $ 2,138,466  
    Commercial Bank Net Interest Margin   4.32 %     3.99 %     4.01 %     3.90 %     3.77 %
    Commercial Bank Portfolio Loans Receivable Yield Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Portfolio Loans Receivable Interest Income $ 58,453     $ 58,409     $ 49,886     $ 48,143     $ 45,908  
    Less: Credit Card Loan Income   14,148       15,022       15,137       15,205       14,457  
    Commercial Bank Portfolio Loans Receivable Interest Income $ 44,305     $ 43,387     $ 34,749     $ 32,938     $ 31,451  
    Average Portfolio Loans Receivable   2,634,110       2,592,960       2,053,619       1,992,630       1,927,372  
    Less: Average Credit Card Loans   118,723       120,993       119,458       111,288       110,483  
    Total Commercial Bank Average Portfolio Loans Receivable $ 2,515,387     $ 2,471,967     $ 1,934,161     $ 1,881,342     $ 1,816,889  
    Commercial Bank Portfolio Loans Receivable Yield   7.14 %     6.98 %     7.15 %     7.04 %     6.96 %
    Pre-tax, Pre-Provision Net Revenue (“PPNR”) Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Net Income $ 13,932   $ 7,533   $ 8,672   $ 8,205   $ 6,562
    Add: Income Tax Expense   4,365     3,243     2,827     2,728     2,062
    Add: Provision for Credit Losses   2,246     7,828     3,748     3,417     2,727
    Add: Provision for Credit Losses on Unfunded Commitments   —     122     17     104     142
    Pre-tax, Pre-Provision Net Revenue (“PPNR”) $ 20,543   $ 18,726   $ 15,264   $ 14,454   $ 11,493
    Core PPNR Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Net Income $ 13,932   $ 7,533   $ 8,672   $ 8,205   $ 6,562
    Add: Income Tax Expense   4,365     3,243     2,827     2,728     2,062
    Add: Provision for Credit Losses   2,246     7,828     3,748     3,417     2,727
    Add: Provision for Credit Losses on Unfunded Commitments   —     122     17     104     142
    Add: Merger-Related Expenses   1,266     2,615     520     83     712
    Add: Non-recurring equity and debt investment write-down   —     2,620     —     —     —
    Core PPNR $ 21,809   $ 23,961   $ 15,784   $ 14,537   $ 12,205
    Allowance for Credit Losses to Total Portfolio Loans Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Allowance for Credit Losses $ 48,454     $ 48,652     $ 31,925     $ 30,832     $ 29,350  
    Total Portfolio Loans   2,678,406       2,630,163       2,107,522       2,021,588       1,964,525  
    Allowance for Credit Losses to Total Portfolio Loans   1.81 %     1.85 %     1.51 %     1.53 %     1.49 %
    Commercial Bank Allowance for Credit Losses to Commercial Bank Portfolio Loans Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Allowance for Credit Losses $ 48,454     $ 48,652     $ 31,925     $ 30,832     $ 29,350  
    Less: Credit Card Allowance for Credit Losses   5,905       6,402       7,339       6,768       5,991  
    Commercial Bank Allowance for Credit Losses   42,549       42,250       24,586       24,064       23,359  
    Total Portfolio Loans   2,678,406       2,630,163       2,107,522       2,021,588       1,964,525  
    Less: Gross Credit Card Loans   115,991       122,928       121,718       116,180       106,572  
    Commercial Bank Portfolio Loans   2,562,415       2,507,235       1,985,804       1,905,408       1,857,953  
    Commercial Bank Allowance for Credit Losses to Total Portfolio Loans   1.67 %     1.70 %     1.24 %     1.26 %     1.26 %
    Nonperforming Assets to Total Assets Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Total Nonperforming Assets $ 40,471     $ 30,241     $ 15,460     $ 14,053     $ 14,361  
    Total Assets   3,349,805       3,206,911       2,560,788       2,438,583       2,324,238  
    Nonperforming Assets to Total Assets   1.21 %     0.94 %     0.60 %     0.58 %     0.62 %
    Nonperforming Loans to Total Portfolio Loans Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Total Nonperforming Loans $ 40,471     $ 30,241     $ 15,460     $ 14,053     $ 14,361  
    Total Portfolio Loans   2,678,406       2,630,163       2,107,522       2,021,588       1,964,525  
    Nonperforming Loans to Total Portfolio Loans   1.51 %     1.15 %     0.73 %     0.70 %     0.73 %
    Net Charge-Offs to Average Portfolio Loans Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Total Net Charge-Offs $ 2,444     $ 2,427     $ 2,655     $ 1,935     $ 1,987  
    Total Average Portfolio Loans   2,634,110       2,592,960       2,053,619       1,992,630       1,927,372  
    Net Charge-Offs to Average Portfolio Loans, Annualized   0.38 %     0.37 %     0.51 %     0.39 %     0.41 %
    Tangible Book Value per Share Quarter Ended
    (in thousands, except share and per share data) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Total Stockholders’ Equity $ 369,577   $ 355,139   $ 280,111   $ 267,854   $ 259,465
    Less: Preferred Equity   —     —     —     —     —
    Less: Intangible Assets   39,641     36,943     —     —     —
    Tangible Common Equity $ 329,936   $ 318,196   $ 280,111   $ 267,854   $ 259,465
    Period End Shares Outstanding   16,657,168     16,662,626     13,917,891     13,910,467     13,889,563
    Tangible Book Value per Share $ 19.81   $ 19.10   $ 20.13   $ 19.26   $ 18.68
    Return on Average Tangible Common Equity Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Net Income $ 13,932     $ 7,533     $ 8,672     $ 8,205     $ 6,562  
    Add: Intangible Amortization, Net of Tax   199       198       —       —       —  
    Net Tangible Income $ 14,131     $ 7,731     $ 8,672     $ 8,205     $ 6,562  
    Average Equity   363,115       352,537       274,087       263,425       258,892  
    Less: Average Intangible Assets   36,896       22,890       —       —       —  
    Net Average Tangible Common Equity $ 326,219     $ 329,647     $ 274,087     $ 263,425     $ 258,892  
    Return on Average Equity   15.56 %     8.50 %     12.59 %     12.53 %     10.19 %
    Return on Average Tangible Common Equity   17.57 %     9.33 %     12.59 %     12.53 %     10.19 %
    Core Return on Average Tangible Common Equity Quarter Ended
    (in thousands) March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024
                       
    Net Income, as Adjusted $ 14,896     $ 15,473     $ 9,229     $ 8,267     $ 7,100  
    Add: Intangible Amortization, Net of Tax   199       198       —       —       —  
    Core Net Tangible Income $ 15,095     $ 15,671     $ 9,229     $ 8,267     $ 7,100  
    Core Return on Average Tangible Common Equity   18.77 %     18.91 %     13.40 %     12.62 %     11.03 %

    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 four locations in the Washington, D.C., Baltimore, other Maryland markets, one bank branch in Fort Lauderdale, Florida, one bank branch in Chicago, Illinois and one bank branch in Raleigh, North Carolina. Capital Bancorp had assets of approximately $3.3 billion at March 31, 2025 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 –

  • MIL-OSI USA: Nevada Printer and Mailer Pleads Guilty to Participating in Elder Fraud Scheme

    Source: US State of North Dakota

    A Nevada woman pleaded guilty today for engaging in a prize notice fraud scheme that defrauded thousands of consumers, many of whom were elderly, across the United States and abroad. Barbara Trickle, 80, of Las Vegas, pleaded guilty to conspiracy to commit mail and wire fraud.

    According to the indictment, Trickle and her co-conspirators prepared and mailed millions of fraudulent prize notices that led their victims to believe that they had been individually selected to receive a large cash prize and would receive their prize if they paid a $20 to $50 fee. In reality, no victim ever received a large cash prize from Trickle or her co-conspirators. Instead, victims received a “report” describing sweepstakes opportunities or a trinket of minimal value. After victims responded to one fraudulent prize notice mailing, Trickle and her co-conspirators inundated them with additional fraudulent mailings. Trickle and her co-conspirators used the scheme to steal more than $15 million from victims.

    The fraud scheme operated from 2012 to February 2018, when the U.S. Postal Inspection Service (USPIS) executed multiple search warrants and the Justice Department obtained a court order shutting down the fraudulent mail operation. Trickle was the owner and operator of a printing and mailing business that produced the fraudulent prize notice mailings for the scheme. Trickle supervised the lasering, printing, and mailing of the fraudulent mailings.

    “The Department of Justice’s Consumer Protection Branch is committed to protecting elderly consumers from fraudulent mass-mailing schemes,” said Acting Assistant Attorney General Yaakov Roth of the Justice Department’s Civil Division. “We are grateful to the Postal Inspection Service for their thorough investigation in this matter.”

    “The defendant and her co-conspirators used the promise of sweepstakes winnings to defraud the most vulnerable members in our communities,” said Inspector in Charge Eric Shen of the  U.S. Postal Inspection Service Criminal Investigations Group. “The U.S. Postal Inspection Service will continue to aggressively investigate mass-mailing schemes and other types of fraud to protect older Americans from financial exploitation and bring criminals to justice.”

    The USPIS conducted the investigation.

    Trial Attorneys Carolyn Rice and Charles Dunn of the Civil Division’s Consumer Protection Branch prosecuted the case, with substantial assistance from the U.S. Attorney’s Office for the District of Nevada.

    The department urges individuals to be on the lookout for fraudulent lottery, prize notification, sweepstakes, and psychic scams. If you receive a phone call, letter or email promising a large prize in exchange for a fee, do not respond. Fraudsters often will use official-sounding names or the names of real lotteries or sweepstakes or pretend to be a government agent purportedly helping to secure a prize.

    If you or someone you know is age 60 or older and has been a victim of financial fraud, help is standing by at the National Elder Fraud Hotline: 1-833-FRAUD-11 (1-833-372-8311). This U.S. Department of Justice hotline, managed by the Office for Victims of Crime, is staffed by experienced professionals who provide personalized support to callers by assessing the needs of the victim and identifying relevant next steps. Case managers will identify appropriate reporting agencies, provide information to callers to assist them in reporting, connect callers directly with appropriate agencies, and provide resources and referrals, on a case-by-case basis. Reporting is the first step. Reporting can help authorities identify those who commit fraud and reporting certain financial losses due to fraud as soon as possible can increase the likelihood of recovering losses. The hotline is open Monday through Friday from 10:00 a.m. to 6:00 p.m. ET. English, Spanish, and other languages are available.

    More information about the department’s efforts to help American seniors is available at its Elder Justice Initiative webpage. For more information about the Consumer Protection Branch and its enforcement efforts, visit its website at www.justice.gov/civil/consumer-protection-branch. Elder fraud complaints may be filed with the FTC at https://reportfraud.ftc.gov/  or at 877-FTC-HELP. The Department of Justice provides a variety of resources relating to elder fraud victimization through its Office for Victims of Crime, which can be reached at www.ovc.gov.

    MIL OSI USA News –

  • MIL-OSI Security: Nevada Printer and Mailer Pleads Guilty to Participating in Elder Fraud Scheme

    Source: United States Attorneys General

    A Nevada woman pleaded guilty today for engaging in a prize notice fraud scheme that defrauded thousands of consumers, many of whom were elderly, across the United States and abroad. Barbara Trickle, 80, of Las Vegas, pleaded guilty to conspiracy to commit mail and wire fraud.

    According to the indictment, Trickle and her co-conspirators prepared and mailed millions of fraudulent prize notices that led their victims to believe that they had been individually selected to receive a large cash prize and would receive their prize if they paid a $20 to $50 fee. In reality, no victim ever received a large cash prize from Trickle or her co-conspirators. Instead, victims received a “report” describing sweepstakes opportunities or a trinket of minimal value. After victims responded to one fraudulent prize notice mailing, Trickle and her co-conspirators inundated them with additional fraudulent mailings. Trickle and her co-conspirators used the scheme to steal more than $15 million from victims.

    The fraud scheme operated from 2012 to February 2018, when the U.S. Postal Inspection Service (USPIS) executed multiple search warrants and the Justice Department obtained a court order shutting down the fraudulent mail operation. Trickle was the owner and operator of a printing and mailing business that produced the fraudulent prize notice mailings for the scheme. Trickle supervised the lasering, printing, and mailing of the fraudulent mailings.

    “The Department of Justice’s Consumer Protection Branch is committed to protecting elderly consumers from fraudulent mass-mailing schemes,” said Acting Assistant Attorney General Yaakov Roth of the Justice Department’s Civil Division. “We are grateful to the Postal Inspection Service for their thorough investigation in this matter.”

    “The defendant and her co-conspirators used the promise of sweepstakes winnings to defraud the most vulnerable members in our communities,” said Inspector in Charge Eric Shen of the  U.S. Postal Inspection Service Criminal Investigations Group. “The U.S. Postal Inspection Service will continue to aggressively investigate mass-mailing schemes and other types of fraud to protect older Americans from financial exploitation and bring criminals to justice.”

    The USPIS conducted the investigation.

    Trial Attorneys Carolyn Rice and Charles Dunn of the Civil Division’s Consumer Protection Branch prosecuted the case, with substantial assistance from the U.S. Attorney’s Office for the District of Nevada.

    The department urges individuals to be on the lookout for fraudulent lottery, prize notification, sweepstakes, and psychic scams. If you receive a phone call, letter or email promising a large prize in exchange for a fee, do not respond. Fraudsters often will use official-sounding names or the names of real lotteries or sweepstakes or pretend to be a government agent purportedly helping to secure a prize.

    If you or someone you know is age 60 or older and has been a victim of financial fraud, help is standing by at the National Elder Fraud Hotline: 1-833-FRAUD-11 (1-833-372-8311). This U.S. Department of Justice hotline, managed by the Office for Victims of Crime, is staffed by experienced professionals who provide personalized support to callers by assessing the needs of the victim and identifying relevant next steps. Case managers will identify appropriate reporting agencies, provide information to callers to assist them in reporting, connect callers directly with appropriate agencies, and provide resources and referrals, on a case-by-case basis. Reporting is the first step. Reporting can help authorities identify those who commit fraud and reporting certain financial losses due to fraud as soon as possible can increase the likelihood of recovering losses. The hotline is open Monday through Friday from 10:00 a.m. to 6:00 p.m. ET. English, Spanish, and other languages are available.

    More information about the department’s efforts to help American seniors is available at its Elder Justice Initiative webpage. For more information about the Consumer Protection Branch and its enforcement efforts, visit its website at www.justice.gov/civil/consumer-protection-branch. Elder fraud complaints may be filed with the FTC at https://reportfraud.ftc.gov/  or at 877-FTC-HELP. The Department of Justice provides a variety of resources relating to elder fraud victimization through its Office for Victims of Crime, which can be reached at www.ovc.gov.

    MIL Security OSI –

  • MIL-OSI Security: Security News: Nevada Printer and Mailer Pleads Guilty to Participating in Elder Fraud Scheme

    Source: United States Department of Justice 2

    A Nevada woman pleaded guilty today for engaging in a prize notice fraud scheme that defrauded thousands of consumers, many of whom were elderly, across the United States and abroad. Barbara Trickle, 80, of Las Vegas, pleaded guilty to conspiracy to commit mail and wire fraud.

    According to the indictment, Trickle and her co-conspirators prepared and mailed millions of fraudulent prize notices that led their victims to believe that they had been individually selected to receive a large cash prize and would receive their prize if they paid a $20 to $50 fee. In reality, no victim ever received a large cash prize from Trickle or her co-conspirators. Instead, victims received a “report” describing sweepstakes opportunities or a trinket of minimal value. After victims responded to one fraudulent prize notice mailing, Trickle and her co-conspirators inundated them with additional fraudulent mailings. Trickle and her co-conspirators used the scheme to steal more than $15 million from victims.

    The fraud scheme operated from 2012 to February 2018, when the U.S. Postal Inspection Service (USPIS) executed multiple search warrants and the Justice Department obtained a court order shutting down the fraudulent mail operation. Trickle was the owner and operator of a printing and mailing business that produced the fraudulent prize notice mailings for the scheme. Trickle supervised the lasering, printing, and mailing of the fraudulent mailings.

    “The Department of Justice’s Consumer Protection Branch is committed to protecting elderly consumers from fraudulent mass-mailing schemes,” said Acting Assistant Attorney General Yaakov Roth of the Justice Department’s Civil Division. “We are grateful to the Postal Inspection Service for their thorough investigation in this matter.”

    “The defendant and her co-conspirators used the promise of sweepstakes winnings to defraud the most vulnerable members in our communities,” said Inspector in Charge Eric Shen of the  U.S. Postal Inspection Service Criminal Investigations Group. “The U.S. Postal Inspection Service will continue to aggressively investigate mass-mailing schemes and other types of fraud to protect older Americans from financial exploitation and bring criminals to justice.”

    The USPIS conducted the investigation.

    Trial Attorneys Carolyn Rice and Charles Dunn of the Civil Division’s Consumer Protection Branch prosecuted the case, with substantial assistance from the U.S. Attorney’s Office for the District of Nevada.

    The department urges individuals to be on the lookout for fraudulent lottery, prize notification, sweepstakes, and psychic scams. If you receive a phone call, letter or email promising a large prize in exchange for a fee, do not respond. Fraudsters often will use official-sounding names or the names of real lotteries or sweepstakes or pretend to be a government agent purportedly helping to secure a prize.

    If you or someone you know is age 60 or older and has been a victim of financial fraud, help is standing by at the National Elder Fraud Hotline: 1-833-FRAUD-11 (1-833-372-8311). This U.S. Department of Justice hotline, managed by the Office for Victims of Crime, is staffed by experienced professionals who provide personalized support to callers by assessing the needs of the victim and identifying relevant next steps. Case managers will identify appropriate reporting agencies, provide information to callers to assist them in reporting, connect callers directly with appropriate agencies, and provide resources and referrals, on a case-by-case basis. Reporting is the first step. Reporting can help authorities identify those who commit fraud and reporting certain financial losses due to fraud as soon as possible can increase the likelihood of recovering losses. The hotline is open Monday through Friday from 10:00 a.m. to 6:00 p.m. ET. English, Spanish, and other languages are available.

    More information about the department’s efforts to help American seniors is available at its Elder Justice Initiative webpage. For more information about the Consumer Protection Branch and its enforcement efforts, visit its website at www.justice.gov/civil/consumer-protection-branch. Elder fraud complaints may be filed with the FTC at https://reportfraud.ftc.gov/  or at 877-FTC-HELP. The Department of Justice provides a variety of resources relating to elder fraud victimization through its Office for Victims of Crime, which can be reached at www.ovc.gov.

    MIL Security OSI –

  • MIL-OSI Security: Virginia Man Sentenced for Firearm and Ammunition Charges

    Source: Office of United States Attorneys

    BOSTON – A Virginia man was sentenced today in federal court in Boston for being a felon in possession of a firearm and ammunition.  

    Ted Therrien, 54, of Newport News, Va., was sentenced by U.S. District Court Judge Nathaniel M. Gorton to time served (356 days) plus two weeks in prison, to be followed by two years of supervised release. In November 2024, Therrien pleaded guilty to one count of being a felon in possession of a firearm and ammunition.

    According to court documents, on or around July 30, 2021, when boarding a commercial fishing vessel in Fairhaven, Mass., Therrien unlawfully possessed a Ruger .40 caliber semi-automatic pistol and at least nine rounds of Remington .40 caliber ammunition. While on board the fishing vessel, after an argument with fellow crew members, Therrien discharged the firearm into the air. The U.S. Coast Guard was called and removed him from the fishing vessel. Therrien is prohibited from possessing a firearm or ammunition due to a prior felony conviction.  

    United States Attorney Leah B. Foley and Steven Firth, Special Agent in Charge of Coast Guard Investigative Service, Northeast Region made the announcement today. Valuable assistance was provided by the United States Marshals Service and the Fairhaven Police Department. Assistant U.S. Attorney Elianna Nuzum of the Criminal Division prosecuted the case. 
     

    MIL Security OSI –

  • MIL-OSI Security: Alleged Purse Thief Charged with Robbery, Aggravated Identity Theft, and Wire Fraud

    Source: Office of United States Attorneys

    WASHINGTON – Mario Bustamante Leiva, 49, a Chilean National who is in the U.S. illegally, was arrested on April 26, 2025, on a criminal complaint charging wire fraud, aggravated identity theft, and robbery in connection with three purse snatchings in the District and the unauthorized use of victim credit cards.

    The charges were announced by U.S. Attorney Edward R. Martin Jr., U.S. Secret Service Special Agent in Charge Matt McCool, and Chief Pamela Smith of the Metropolitan Police Department (MPD).

    An initial appearance in U.S. District Court is pending. Bustamante Leiva appeared in Superior Court today on an unrelated fugitive warrant. U.S. Immigration and Customs Enforcement has lodged an immigration detainer against him.

    According to court documents, on April 12, 2025, a victim reported to MPD that her purse was stolen from the back of her chair while she was dining at Nando’s restaurant, in the 800 block of F Street, NW. Law enforcement recovered video surveillance of the suspect who appeared to be acting in concert with a second individual (Suspect 2). An unauthorized transaction totaling more than $500 was made using the victim’s credit card.

    On April 17, 2025, a victim at the Westin Hotel, in the 900 block of 9th Street, NW, reported her purse had been stolen while it was hanging on the back of her chair, while she was having dinner. Two unauthorized transactions for more than $400 were made using the victim’s credit card.

    On April 20, 2025, a third victim, who was dining at the Capital Burger restaurant in the 1000 block of 7th Street, NW, reported that her purse, which she had placed at her feet while dining, had gone missing. Law enforcement recovered video surveillance of the suspect, who made unauthorized transactions, totaling more than $200, using the victim’s credit card. The victim also lost cash and personal documents.

    “Thanks to the efforts of the Secret Service working in concert with the Metropolitan Police Department, this alleged thief was quickly identified, arrested, and, with the deft management of the Assistant US Attorney, charged,” said U.S. Attorney Martin.  “He will be prosecuted to the fullest extent of the law.”

    “We began this investigation with only a grainy security video of a masked offender,” said U.S. Secret Service Washington Field Office Special Agent in Charge, Matt McCool. “The subsequent arrests in this case are a testament to the extraordinary investigative work by the analysts and special agents of the Washington Field Office, the USSS Uniformed Division, and the Metropolitan Police Department.   We also received valuable assistance from our partners at the Washington Metropolitan Area Transit Authority, Homeland Security Investigations, U.S. Customs and Border Patrol, and Immigration and Customs Enforcement.”

    During the course of the investigation, law enforcement learned that on April 19, 2025, Bustamante Leiva had reported a robbery to Montgomery County (MD) Police, claiming a bag containing his belongings were stolen from him while he was asleep on a bench.

    On April 26, 2025, law enforcement from the U.S. Secret Service and MPD went to a location where Bustamante Leiva was staying, located him, and placed him under arrest. Following his arrest, law enforcement interviewed Bustamante Leiva in connection with the purse thefts.

    This case is being investigated by the U.S. Secret Service and MPD. It is being prosecuted by Assistant U.S. Attorney Benjamin Helfand.

    MIL Security OSI –

  • MIL-OSI Security: Operation Smoke and Mirrors Update: Jackson County Man Sentenced to 10 Years in Prison for Role in Methamphetamine Trafficking Organization

    Source: Office of United States Attorneys

    CHARLESTON, W.Va. – Mark Leslie Lively, 58, of Kenna, was sentenced today to 10 years in prison, to be followed by five years of supervised release, for conspiracy to distribute 50 grams or more of methamphetamine and possession with intent to distribute 50 grams or more of methamphetamine.

    A federal jury convicted Lively on July 17, 2024, following a two-day trial. Evidence at trial proved that Lively participated in a drug trafficking organization (DTO) that operated in the Charleston area from about November 2022 to in or about March 2023. Members of the DTO conspiracy commonly obtained their controlled substances on consignment, paying their suppliers with proceeds from distributing them to customers. On February 2, 2023, law enforcement officers watched Funderburk and Lively meet in an alley near Washington Street West in Charleston, where Funderburk provided approximately 138 grams of methamphetamine to Lively.

    As Lively drove away from the meeting place, a law enforcement officer conducted a traffic stop of Lively’s vehicle and requested the assistance of a police K-9 unit. The police K-9 alerted to the presence of controlled substances in the vehicle. The officer searched Lively’s vehicle and seized the methamphetamine hidden underneath the dashboard.

    The evidence at trial established that Lively intended to distribute the methamphetamine that he received from Funderburk.

    Lively has a long criminal history that now includes 34 criminal convictions, with at least eight of those prior convictions for felony offenses.

    “The defendant is a hardened criminal who has shown time and again that if he is on the streets, he is committing crimes,” said Acting United States Attorney Lisa G. Johnston. “After decades of failing to curb his lawlessness, he participated in a large-scale drug trafficking organization that caused untold harm to the community. Today’s sentence will spare the community further harm by this defendant for an extended period of time.”

    Lively and Funderburk are among 31 individuals convicted as a result of Operation Smoke and Mirrors, a major drug trafficking investigation that has yielded the largest methamphetamine seizure in West Virginia history. Law enforcement seized well over 400 pounds of methamphetamine as well as 40 pounds of cocaine, 3 pounds of fentanyl, 19 firearms and $935,000 in cash.

    Funderburk, 39, of Charleston, was sentenced on October 3, 2024, to 13 years and six months in prison, to be followed by four years of supervised release, for conspiracy to distribute 50 grams or more of a mixture and substance containing a detectable amount of methamphetamine, conspiracy to distribute a quantity of cocaine, conspiracy to distribute a quantity of fentanyl, and for violating supervised release. Funderburk is among 30 of the defendants who pleaded guilty.

    Johnston made the announcement and commended the investigative work of the Federal Bureau of Investigation (FBI), the Drug Enforcement Administration (DEA), the U.S. Department of Homeland Security-Homeland Security Investigations (HSI), the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF), the U.S. Postal Inspection Service, the Metropolitan Drug Enforcement Network Team (MDENT), the West Virginia State Police, the West Virginia National Guard Counter Drug program, the Kanawha County Sheriff’s Office, the Charleston Police Department, the Putnam County Sheriff’s Office and the Raleigh County Sheriff’s Office. MDENT is composed of the Charleston Police Department, the Kanawha County Sheriff’s Office, the Putnam County Sheriff’s Office, the Nitro Police Department, the St. Albans Police Department and the South Charleston Police Department.

    United States District Judge Thomas E. Johnston imposed the sentence. Assistant United States Attorney Jeremy B. Wolfe prosecuted the case.

    The investigation was part of the Department of Justice’s Organized Crime Drug Enforcement Task Force (OCDETF). The program was established in 1982 to conduct comprehensive, multilevel attacks on major drug trafficking and money laundering organizations and is the keystone of the Department of Justice’s drug reduction strategy. OCDETF combines the resources and expertise of its member federal agencies in cooperation with state and local law enforcement. The principal mission of the OCDETF program is to identify, disrupt and dismantle the most serious drug trafficking organizations, transnational criminal organizations and money laundering organizations that present a significant threat to the public safety, economic, or national security of the United States.

    A copy of this press release is located on the website of the U.S. Attorney’s Office for the Southern District of West Virginia. Related court documents and information can be found on PACER by searching for Case No. 2:23-cr-31.

    ###

     

    MIL Security OSI –

  • MIL-OSI Security: Connecticut Man Who Committed Narcotics Offense While on Federal Supervised Release Sentenced to 10 Years in Prison

    Source: Office of United States Attorneys

    BOSTON – A Connecticut man was sentenced today in federal court in Worcester for his role in a fentanyl trafficking conspiracy.

    Hector Soto Gonzalez, 44, was sentenced by U.S. District Court Judge Margaret R. Guzman to 10 years in prison, to be followed by five years of supervised release. In January 2024, Mercado Aponte was charged with one count of conspiracy to possess with intent to distribute four hundred grams or more of fentanyl and one count of distribution of and possession with intent to distribute fentanyl.

    Beginning at least as early as June 2023, while Soto Gonzalez was on federal supervised release after serving a 10-year sentence for a narcotics conviction in the District of Puerto Rico, Soto Gonzalez became a source of supply for fentanyl for co-defendant Jose Mercado Aponte. Mercado Aponte travelled from Massachusetts to the area of Soto Gonzalez’s residence in Hartford, Conn., on multiple occasions to pick up drugs that Mercado Aponte then provided to a cooperating witness (CW).  
        
    On Nov. 13, 2023, Mercado Aponte arranged to sell a kilogram of fentanyl to the CW. On that date, Mercado Aponte communicated with the CW to coordinate the deal and then made three calls to Soto Gonzalez. Later that afternoon, law enforcement conducting surveillance of the residence observed Soto Gonzalez leave his residence and put something in his trunk. Soto Gonzalez subsequently departed his residence in his truck and travelled from Connecticut to Massachusetts where a traffic stop was conducted and approximately one kilogram of fentanyl was located inside the vehicle. Soto Gonzalez was released from federal custody in May 2022 after being sentenced and serving 70 months in prison.
        
    United States Attorney Leah B. Foley; James Crowley, Acting Special Agent in Charge of the Federal Bureau of Investigation, Boston Division; Colonel Geoffrey Noble of the Massachusetts State Police; and Commissioner Shawn Jenkins of the Massachusetts Department of Correction made the announcement today. The Federal Bureau of Investigation New Haven Division, Norfolk County Sheriff’s Office and the Watertown, Reading, Peabody, Hudson, Concord, Waltham, Fitchburg, Leominster and Hartford, Conn. Police Departments provided valuable assistance. Assistant U.S. Attorney J. Mackenzie Duane of the Narcotics & Money Laundering Unit is prosecuting the case.

    MIL Security OSI –

  • MIL-OSI Security: Ecuadoran National Charged with Illegally Reentering U.S.

    Source: Office of United States Attorneys

    Marc H. Silverman, Acting United States Attorney for the District of Connecticut, today announced that STANLIN DANIEL VASQUEZ-SALINAS, also known as “Stalin Vasquez-Salinas” and “Stalin Vasquez,” 25, a citizen of Ecuador recently residing in Danbury, has been charged by federal criminal complaint with unlawful reentry of a removed alien.

    As alleged in court documents and statements made in court, on March 11, 2025, Danbury Police arrested Vasquez-Salinas and charged him with conspiracy to commit commercial sexual abuse of a minor between the ages of 15 and 17 years old.  Vasquez-Salinas identified himself as “Stalin D. Vasquez” at the time of his arrest.  Analysis of Vasquez-Salinas’ fingerprints confirmed his true identity, and the investigation revealed that Vasquez-Salinas had illegally entered the U.S. in December 2019 and was arrested by the U.S. Border Patrol in Texas.  He was removed to Ecuador in May 2020.

    It is further alleged that, on March 14, 2025, Vasquez-Salinas was released from state custody on bond.  That same day, after a brief vehicle chase and subsequent foot pursuit, he was taken into ICE custody.

    Vasquez-Salinas has been detained since March 14, 2025.  He appeared today in Hartford federal court.  The charge of unlawful reentry of a removed alien carries a maximum term of imprisonment of two years.

    Acting U.S. Attorney Silverman stressed that a complaint is only a charge and is not evidence of guilt.  Charges are only allegations and each defendant is presumed innocent unless and until proven guilty beyond a reasonable doubt.

    This matter is being investigated by U.S. Immigration and Customs Enforcement’s Enforcement and Removal Operations, with the assistance of the Federal Bureau of Investigation.  The case is being prosecuted by Assistant U.S. Attorney Neeraj. N. Patel.

    Acting U.S. Attorney Silverman thanked the State’s Attorney’s Office for the Judicial District of Danbury for its close cooperation in investigating and prosecuting this matter.

    This case is part of Operation Take Back America, a nationwide initiative that marshals the full resources of the Department of Justice to repel the invasion of illegal immigration, achieve the total elimination of cartels and transnational criminal organizations (TCOs), and protect our communities from the perpetrators of violent crime.  Operation Take Back America streamlines efforts and resources from the Department’s Organized Crime Drug Enforcement Task Forces (OCDETF) and Project Safe Neighborhood (PSN).

    MIL Security OSI –

  • MIL-OSI: Brown & Brown, Inc. announces first quarter 2025 results, including total revenues of $1.4 billion, an increase of 11.6%; Organic Revenue growth of 6.5%; diluted net income per share of $1.15; Diluted Net Income Per Share – Adjusted of $1.29; and a quarterly dividend of $0.15 per share

    Source: GlobeNewswire (MIL-OSI)

    DAYTONA BEACH, Fla., April 28, 2025 (GLOBE NEWSWIRE) — Brown & Brown, Inc. (NYSE:BRO) (the “Company”) announced its unaudited financial results for the first quarter 2025.

    Revenues for the first quarter of 2025 under U.S. generally accepted accounting principles (“GAAP”) were $1.4 billion, increasing $146 million, or 11.6%, compared to the first quarter of the prior year, with commissions and fees increasing by 12.0% and Organic Revenue increasing by 6.5%. Income before income taxes was $427 million, increasing 17.3% from the first quarter of the prior year with Income Before Income Taxes Margin increasing to 30.4% from 28.9%. EBITDAC – Adjusted was $535 million, increasing 14.8% from the first quarter of the prior year with EBITDAC Margin – Adjusted increasing to 38.1% from 37.0%. Net income attributable to the Company was $331 million, increasing $38 million, or 13.0%, and diluted net income per share increased to $1.15, or 12.7%, with Diluted Net Income Per Share – Adjusted increasing to $1.29, or 13.2%, each as compared to the first quarter of the prior year.

    J. Powell Brown, president and chief executive officer of the Company, noted, “We continue to execute our plan and are pleased with our performance for the quarter.”

    In addition, the Company today announced that the Board of Directors has declared a regular quarterly cash dividend of $0.15 per share. The dividend is payable on May 21, 2025, to shareholders of record on May 12, 2025.

    Reconciliation of Commissions and Fees
    to Organic Revenue
    (in millions, unaudited)
         
      Three Months Ended March 31,  
      2025     2024  
    Commissions and fees $ 1,385     $ 1,237  
    Profit-sharing contingent commissions   (43 )     (46 )
    Core commissions and fees $ 1,342     $ 1,191  
    Acquisitions   (79 )      
    Dispositions         (3 )
    Foreign Currency Translation         (2 )
    Organic Revenue $ 1,263     $ 1,186  
    Organic Revenue growth $ 77        
    Organic Revenue growth %   6.5 %      
                 

    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 March 31,   Change
      2025   2024   $   %
    Diluted net income per share $ 1.15     $ 1.02     $ 0.13       12.7 %
    Change in estimated acquisition earn-out payables   (0.01 )     (0.01 )     —        
    (Gain)/loss on disposal   —       0.01       (0.01 )      
    Amortization   0.15       0.12       0.03        
    Diluted Net Income Per Share – Adjusted $ 1.29     $ 1.14     $ 0.15       13.2 %
                                   

    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 March 31,  
      2025   2024
    Total revenues $ 1,404     $ 1,258  
    Income before income taxes $ 427     $ 364  
    Income Before Income Taxes Margin(1)   30.4 %     28.9 %
    Amortization   53       43  
    Depreciation   11       11  
    Interest   46       48  
    Change in estimated acquisition earn-out payables   (4 )     (2 )
    EBITDAC $ 533     $ 464  
    EBITDAC Margin   38.0 %     36.9 %
    (Gain)/loss on disposal   2       2  
    EBITDAC – Adjusted $ 535     $ 466  
    EBITDAC Margin – Adjusted   38.1 %     37.0 %
                   

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

    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 March 31,  
      2025     2024  
    REVENUES          
    Commissions and fees $ 1,385     $ 1,237  
    Investment and other income   19       21  
    Total revenues   1,404       1,258  
    EXPENSES          
    Employee compensation and benefits   683       631  
    Other operating expenses   186       161  
    Loss on disposal   2       2  
    Amortization   53       43  
    Depreciation   11       11  
    Interest   46       48  
    Change in estimated acquisition earn-out payables   (4 )     (2 )
    Total expenses   977       894  
    Income before income taxes   427       364  
    Income taxes   93       71  
    Net income before non-controlling interests   334       293  
    Less: Net income attributable to non-controlling interests   3       —  
    Net income attributable to the Company $ 331     $ 293  
    Net income per share:          
    Basic $ 1.16     $ 1.03  
    Diluted $ 1.15     $ 1.02  
    Weighted average number of shares outstanding:          
    Basic   283       281  
    Diluted   285       283  
                   
    Brown & Brown, Inc.
    Consolidated Balance Sheets
    (in millions, except per share data, unaudited)
     
      March 31,
    2025    		     December 31,
    2024    		  
    ASSETS          
    Current assets:          
    Cash and cash equivalents $ 669     $ 675  
    Fiduciary cash   1,771       1,827  
    Commission, fees, and other receivables   1,083       895  
    Fiduciary receivables   1,136       1,116  
    Reinsurance recoverable   447       1,527  
    Prepaid reinsurance premiums   480       520  
    Other current assets   331       364  
    Total current assets   5,917       6,924  
    Fixed assets, net   327       319  
    Operating lease assets   197       200  
    Goodwill   8,111       7,970  
    Amortizable intangible assets, net   1,821       1,814  
    Other assets   387       385  
    Total assets $ 16,760     $ 17,612  
    LIABILITIES AND EQUITY          
    Current liabilities:          
    Fiduciary liabilities $ 2,907     $ 2,943  
    Losses and loss adjustment reserve   462       1,543  
    Unearned premiums   542       577  
    Accounts payable   481       373  
    Accrued expenses and other liabilities   463       653  
    Current portion of long-term debt   75       225  
    Total current liabilities   4,930       6,314  
    Long-term debt less unamortized discount and debt issuance costs   3,731       3,599  
    Operating lease liabilities   186       189  
    Deferred income taxes, net   701       711  
    Other liabilities   371       362  
    Equity:          
    Common stock, par value $0.10 per share; authorized 560 shares; issued 306 shares and outstanding 287 shares at 2025, issued 306 shares and outstanding 286 shares at 2024, respectively   31       31  
    Additional paid-in capital   1,107       1,118  
    Treasury stock, at cost 20 shares at 2025 and 2024   (748 )     (748 )
    Accumulated other comprehensive loss   15       (109 )
    Non-controlling interests   20       17  
    Retained earnings   6,416       6,128  
    Total equity   6,841       6,437  
    Total liabilities and equity $ 16,760     $ 17,612  
                   
    Brown & Brown, Inc.
    Consolidated Statements of Cash Flows
    (in millions, unaudited)
         
      Three Months Ended March 31,  
      2025   2024
    Cash flows from operating activities:          
    Net income before non-controlling interests $ 334     $ 293  
    Adjustments to reconcile net income before non-controlling interests to net cash provided by operating activities:          
    Amortization   53       43  
    Depreciation   11       11  
    Non-cash stock-based compensation   29       29  
    Change in estimated acquisition earn-out payables   (4 )     (2 )
    Deferred income taxes   (10 )     (1 )
    Net loss on sales/disposals of investments, businesses, fixed assets and customer accounts   2       2  
    Payments on acquisition earn-outs in excess of original estimated payables   —       (13 )
    Other   2       —  
    Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:          
    Commissions, fees and other receivables (increase)/decrease   (180 )     (142 )
    Reinsurance recoverable (increase)/decrease   1,080       60  
    Prepaid reinsurance premiums (increase)/decrease   40       33  
    Other assets (increase)/decrease   35       —  
    Losses and loss adjustment reserve increase/(decrease)   (1,081 )     (59 )
    Unearned premiums increase/(decrease)   (35 )     25  
    Accounts payable increase/(decrease)   126       (86 )
    Accrued expenses and other liabilities increase/(decrease)   (195 )     (186 )
    Other liabilities increase/(decrease)   6       6  
    Net cash provided by operating activities   213       13  
    Cash flows from investing activities:          
    Additions to fixed assets   (17 )     (13 )
    Payments for businesses acquired, net of cash acquired   (67 )     (76 )
    Proceeds from sales of businesses, fixed assets and customer accounts   9       —  
    Other investing activities   (4 )     1  
    Net cash used in investing activities   (79 )     (88 )
    Cash flows from financing activities:          
    Fiduciary receivables and liabilities, net   (90 )     (26 )
    Payments on acquisition earn-outs   (26 )     (39 )
    Payments on long-term debt   (169 )     (13 )
    Borrowings on revolving credit facility   150       150  
    Payments on revolving credit facility   —       (50 )
    Repurchase shares to fund tax withholdings for non-cash stock-based compensation   (40 )     (54 )
    Cash dividends paid   (43 )     (38 )
    Other financing activities   —       3  
    Net cash used in financing activities   (218 )     (67 )
    Effect of foreign exchange rate changes in cash and cash equivalents inclusive of fiduciary cash   22       (11 )
    Net decrease in cash and cash equivalents inclusive of fiduciary cash   (62 )     (153 )
    Cash and cash equivalents inclusive of fiduciary cash at beginning of period   2,502       2,303  
    Cash and cash equivalents inclusive of fiduciary cash at end of period $ 2,440     $ 2,150  
                   

    Conference call, webcast and slide presentation

    A conference call to discuss the results of the first quarter of 2025 will be held on Tuesday, April 29, 2025, at 8:00 AM (EDT). 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 bbrown.com.

    About Brown & Brown

    Brown & Brown, Inc. (NYSE: BRO) is a leading insurance brokerage firm providing enhanced customer-centric risk management solutions since 1939. With a global presence spanning 500+ locations and a team of more than 17,000 professionals, we are dedicated to delivering scalable, innovative strategies for our customers at every step of their growth journey. Learn more at bbrown.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 first quarter of 2025 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 or intermediary 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 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 significant or 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; our reliance on vendors and other third parties to perform key functions of our business operations and provide services to our customers; the significant control certain shareholders have; 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; fluctuations in foreign currency exchange rates; a downgrade to our corporate credit rating, the credit ratings of our outstanding debt or other market speculation; 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; changes in our accounting estimates and assumptions; 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.

    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 (gain)/loss on disposal (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, (as defined below) and (iii) amortization.

    Definitions Related to Certain Components of Non-GAAP Measures

    • “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.
    • “(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 –

  • MIL-OSI: AGF Investments Extends Termination Date of AGF Emerging Markets Bond Fund

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, April 28, 2025 (GLOBE NEWSWIRE) — AGF Investments is extending the termination date of AGF Emerging Markets Bond Fund (the “Fund”) to on or about May 26, 2025 (the “Fund Termination Date”) in order to facilitate an orderly wind down of the Fund.

    AGF Investments previously announced the Fund Termination Date as on or about April 29, 2025.

    Effective as of the close of business on February 28, 2025, units of the Fund were no longer available for purchase and AGF Investments stopped accepting purchases and switches into the Fund, including systematic purchase and switch plans.

    AGF Investments is waiving the management fee that is normally applicable to the Fund from the close of business on February 28, 2025 until the Fund Termination Date. Note that there may be distributions paid by the Fund prior to the termination.

    Unitholders can transfer their investments into another AGF Fund or redeem their units prior to the Fund Termination Date.

    Investors who remain holding units of the Fund in client-name registered plans will have their units transferred to the same series and purchase option of AGF Canadian Money Market Fund, effective on or about May 26, 2025. Investors who remain holding units of the Fund in client-name non-registered plans and/or any nominee/intermediary-held accounts (both registered and non-registered) will have their units redeemed on or about May 26, 2025, without any redemption fees or sales charges applied.

    AGF Investments strongly encourages unitholders to consult with their financial advisor to discuss their individual circumstances, including possible tax consequences, and determine the solution that best meets their investment needs.

    About AGF Management Limited

    Founded in 1957, AGF Management Limited (AGF) is an independent and globally diverse asset management firm. Our companies deliver excellence in investing in the public and private markets through three business lines: AGF Investments, AGF Capital Partners and AGF Private Wealth.

    AGF brings a disciplined approach, focused on incorporating sound, responsible and sustainable corporate practices. The firm’s collective investment expertise, driven by its fundamental, quantitative and private investing capabilities, extends globally to a wide range of clients, from financial advisors and their clients to high-net worth and institutional investors including pension plans, corporate plans, sovereign wealth funds, endowments and foundations.

    Headquartered in Toronto, Canada, AGF has investment operations and client servicing teams on the ground in North America and Europe. With over $52 billion in total assets under management and fee-earning assets, AGF serves more than 815,000 investors. AGF trades on the Toronto Stock Exchange under the symbol AGF.B.

    About AGF Investments

    AGF Investments is a group of wholly owned subsidiaries of AGF Management Limited, a Canadian reporting issuer. The subsidiaries included in AGF Investments are AGF Investments Inc. (AGFI), AGF Investments America Inc. (AGFA), AGF Investments LLC (AGFUS) and AGF International Advisors Company Limited (AGFIA). The term AGF Investments may refer to one or more of these subsidiaries or to all of them jointly. This term is used for convenience and does not precisely describe any of the separate companies, each of which manages its own affairs.

    AGF Investments entities only provide investment advisory services or offers investment funds in the jurisdiction where such firm and/or product is registered or authorized to provide such services.

    AGF Investments Inc. is a wholly-owned subsidiary of AGF Management Limited and conducts the management and advisory of mutual funds in Canada.

    Disclaimer

    This information is not intended to provide legal, accounting, tax, investment, financial, or other advice, and should not be relied upon for providing such advice. Commissions, trailing commissions, management fees and expenses all may be associated with investment fund investments. Please read the prospectus before investing. Investment funds are not guaranteed, their values change frequently, and past performance may not be repeated.

    Media Contact

    Amanda Marchment
    Director, Corporate Communications
    416-865-4160
    amanda.marchment@agf.com

    The MIL Network –

  • MIL-OSI: CVR Energy Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    • First quarter net loss attributable to CVR Energy stockholders of $123 million; EBITDA loss of $61 million; adjusted EBITDA of $24 million
    • First quarter loss per diluted share of $1.22 and adjusted loss per diluted share of 58 cents
    • CVR Energy will not pay a cash dividend for the first quarter of 2025
    • CVR Partners announced a cash distribution of $2.26 per common unit

    SUGAR LAND, Texas, April 28, 2025 (GLOBE NEWSWIRE) — CVR Energy, Inc. (NYSE: CVI, “CVR Energy” or the “Company”) today announced first quarter 2025 net loss attributable to CVR Energy stockholders of $123 million, or $1.22 per diluted share, compared to first quarter 2024 net income attributable to CVR Energy stockholders of $82 million, or 81 cents per diluted share. Adjusted loss for the first quarter of 2025 was 58 cents per diluted share, compared to adjusted earnings per diluted share of 4 cents in the first quarter of 2024. Net loss for the first quarter of 2025 was $105 million, compared to net income of $90 million in the first quarter of 2024. First quarter 2025 EBITDA loss was $61 million, compared to first quarter 2024 EBITDA of $203 million. Adjusted EBITDA for the first quarter of 2025 was $24 million, compared to adjusted EBITDA of $99 million in the first quarter of 2024.

    “CVR Energy’s 2025 first quarter earnings results for its refining business were impacted by planned and unplanned downtime at the Coffeyville refinery,” said Dave Lamp, CVR Energy’s Chief Executive Officer. “With the turnaround at Coffeyville now completed, we are well-positioned for the upcoming driving season, and we currently have no planned turnarounds at either refinery until 2027.

    “CVR Partners achieved solid operating results for the first quarter of 2025, with a combined ammonia production rate of 101 percent,” Lamp said. “CVR Partners was pleased to declare a first quarter 2025 cash distribution of $2.26 per common unit.”

    Petroleum Segment

    The Petroleum Segment reported a first quarter 2025 net loss of $160 million and EBITDA loss of $119 million, compared to net income of $127 million and EBITDA of $171 million for the first quarter of 2024. Adjusted EBITDA loss for the Petroleum Segment was $30 million for the first quarter of 2025, compared to adjusted EBITDA of $67 million for the first quarter of 2024.

    Combined total throughput for the first quarter of 2025 was approximately 120,000 barrels per day (“bpd”) compared to approximately 196,000 bpd of combined total throughput for the first quarter of 2024. The decrease in throughput was primarily due to the turnaround at the Coffeyville, Kansas, refinery during the first quarter of 2025.

    Refining margin for the first quarter of 2025 was $(5) million, or (42) cents per total throughput barrel, compared to $290 million, or $16.29 per total throughput barrel, during the same period in 2024. Included in our first quarter 2025 refining margin were unfavorable mark-to-market impacts on our outstanding Renewable Fuel Standard (“RFS”) obligation of $112 million, favorable unrealized derivative impacts of $3 million primarily related to Canadian crude oil positions, and favorable inventory valuation impacts of $20 million. Excluding these items, adjusted refining margin for the first quarter of 2025 was $7.72 per barrel, compared to an adjusted refining margin per barrel of $10.46 for the first quarter of 2024. The decrease in adjusted refining margin per barrel was primarily due to a decrease in the Group 3 2-1-1 crack spread.

    Renewables Segment

    Effective beginning with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and due to the prominence of the renewables business relative to the Company’s overall 2024 performance, we revised our reportable segments to reflect a new reportable segment: Renewables. The Renewables Segment includes the operations of the renewable diesel unit and renewable feedstock pretreater at the refinery in Wynnewood, Oklahoma.

    The Renewables Segment reported first quarter 2025 net income of less than $1 million and EBITDA of $6 million, compared to net loss of $10 million and EBITDA loss of $4 million for the first quarter of 2024. Adjusted EBITDA for the Renewables Segment was $3 million for the first quarter of 2025, compared to adjusted EBITDA loss of $5 million for the first quarter of 2024.

    Total vegetable oil throughput for the first quarter of 2025 was approximately 156,000 gallons per day (“gpd”), compared to approximately 76,000 gpd for the first quarter of 2024.

    Renewables margin was $16 million, or $1.13 per vegetable oil throughput gallon, for the first quarter of 2025 compared to $4 million, or 65 cents per vegetable oil throughput gallon, for the first quarter of 2024. Factors contributing to our first quarter 2025 renewables margin were higher net sales of $33 million resulting from increased production and sales volumes in the current period coupled with increased D4 RIN and LCFS credit prices, partially offset by a decrease in average CARB ULSD prices of 26 cents per gallon. Higher net sales were partially offset by higher cost of sales of $22 million due to an increase in throughput and production volumes.

    Nitrogen Fertilizer Segment

    The Nitrogen Fertilizer Segment reported net income of $27 million and EBITDA of $53 million on net sales of $143 million for the first quarter of 2025, compared to net income of $13 million and EBITDA of $40 million on net sales of $128 million for the first quarter of 2024.

    Production at CVR Partners, LP’s (“CVR Partners”) fertilizer facilities increased compared to the first quarter of 2024, producing a combined 216,000 tons of ammonia during the first quarter of 2025, of which 64,000 net tons were available for sale while the rest was upgraded to other fertilizer products, including 348,000 tons of urea ammonia nitrate (“UAN”). During the first quarter of 2024, the fertilizer facilities produced a combined 193,000 tons of ammonia, of which 60,000 net tons were available for sale while the remainder was upgraded to other fertilizer products, including 305,000 tons of UAN.

    For the first quarter 2025, average realized gate prices for ammonia showed an increase compared to the prior year, up 5 percent to $554 per ton, and UAN was down 4 percent over the prior year to $256 per ton. Average realized gate prices for ammonia and UAN were $528 and $267 per ton, respectively, for the first quarter of 2024.

    Corporate and Other

    The Company reported an income tax benefit of $49 million, or 31.8 percent of loss before income taxes, for the three months ended March 31, 2025, compared to an income tax expense of $17 million, or 15.9 percent of income before income taxes, for the three months ended March 31, 2024. The decrease in income tax expense was primarily due to a decrease in overall pretax earnings while the change in the effective tax rate was primarily due to changes in pretax earnings attributable to noncontrolling interest and the impact of federal and state tax credits and incentives in relation to overall pretax earnings.

    Cash, Debt and Dividend

    Consolidated cash and cash equivalents were $695 million at March 31, 2025, a decrease of $292 million from December 31, 2024. Consolidated total debt and finance lease obligations were $1.9 billion at March 31, 2025, including $570 million held by the Nitrogen Fertilizer Segment.

    CVR Energy will not pay a cash dividend for the first quarter of 2025.

    Today, CVR Partners announced that the Board of Directors of its general partner declared a first quarter 2025 cash distribution of $2.26 per common unit, which will be paid on May 19, 2025, to common unitholders of record as of May 12, 2025.

    First Quarter 2025 Earnings Conference Call

    CVR Energy previously announced that it will host its first quarter 2025 Earnings Conference Call on Tuesday, April 29, at 1 p.m. Eastern. The Earnings Conference Call may also include discussion of Company developments, forward-looking information and other material information about business and financial matters.

    The first quarter 2025 Earnings Conference Call will be webcast live and can be accessed on the Investor Relations section of CVR Energy’s website at www.CVREnergy.com. For investors or analysts who want to participate during the call, the dial-in number is (877) 407-8291. The webcast will be archived and available for 14 days at https://edge.media-server.com/mmc/p/uxpz7jf5. A repeat of the call also can be accessed for 14 days by dialing (877) 660-6853, conference ID 13752979.

    Forward-Looking Statements
    This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding future: continued safe and reliable operations; drivers of our results; EBITDA and Adjusted EBITDA; impacts of planned and unplanned downtime; our position for the upcoming driving season; timing of turnarounds and impacts thereof on our results; asset utilization, capture, production volume, throughput, product yield and crude oil gathering rates, including the factors impacting same; cash flow generation; operating income and net sales, including the factors impacting same; refining margin; crack spreads, including the drivers thereof; impact of costs to comply with the RFS and revaluation of our RFS liability; inventory levels and valuation impacts; derivative gains and losses and the drivers thereof; renewable feedstocks; production rates and operations capabilities of our renewable diesel unit, including the ability to return to hydrocarbon service; demand trends; RIN generation levels; benefits of our corporate transformation to segregate our renewables business; access to capital and new partnerships; RIN pricing, including its impact on performance and the Company’s ability to offset the impact thereof; LCFS credit and CARB ULSD pricing; carbon capture and decarbonization initiatives; demand for refined products; ammonia and UAN pricing; global fertilizer industry conditions; grain prices; crop inventory levels; crop and planting levels; production levels and utilization at our nitrogen fertilizer facilities; nitrogen fertilizer sales volumes; ability to and levels to which we upgrade ammonia to other fertilizer products, including UAN; income tax expense and benefits, including the drivers thereof; pretax earnings and our effective tax rate; the availability and impact of tax credits and incentives; use of proceeds under our debt instruments; debt levels; cash and cash equivalent levels; dividends and distributions, including the timing, payment and amount (if any) thereof; direct operating expenses, capital expenditures, depreciation and amortization; turnaround expense; cash reserves; labor supply shortages, difficulties, disputes or strikes, including the impact thereof; and other matters. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others) the health and economic effects of any pandemic, demand for fossil fuels and price volatility of crude oil, other feedstocks and refined products; the ability of Company to pay cash dividends and of CVR Partners to make cash distributions; potential operating hazards; costs of compliance with existing or new laws and regulations and potential liabilities arising therefrom; impacts of the planting season on CVR Partners; our controlling shareholder’s intention regarding ownership of our common stock or CVR Partners’ common units; general economic and business conditions; political disturbances, geopolitical instability and tensions; existing and future laws, rulings, policies and regulations, including the reinterpretation or amplification thereof by regulators, and including but not limited to those relating to the environment, climate change, and/or the production, transportation, or storage of hazardous chemicals, materials, or substances, like ammonia; political uncertainty and impacts to the oil and gas industry and the United States economy generally as a result of actions taken by a new administration, including the imposition of tariffs or changes in climate or other energy laws, rules, regulations, or policies; impacts of plant outages; potential operating hazards from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters; and other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission (“SEC”) filings. These and other risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Energy disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

    About CVR Energy, Inc.
    Headquartered in Sugar Land, Texas, CVR Energy is a diversified holding company primarily engaged in the renewable fuels and petroleum refining and marketing business, as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners. CVR Energy subsidiaries serve as the general partner and own 37 percent of the common units of CVR Partners.

    Investors and others should note that CVR Energy may announce material information using SEC filings, press releases, public conference calls, webcasts and the Investor Relations page of its website. CVR Energy may use these channels to distribute material information about the Company and to communicate important information about the Company, corporate initiatives and other matters. Information that CVR Energy posts on its website could be deemed material; therefore, CVR Energy encourages investors, the media, its customers, business partners and others interested in the Company to review the information posted on its website.

    Contact Information:

    Investor Relations
    Richard Roberts
    (281) 207-3205
    InvestorRelations@CVREnergy.com

    Media Relations
    Brandee Stephens
    (281) 207-3516
    MediaRelations@CVREnergy.com

    Non-GAAP Measures

    Our management uses certain non-GAAP performance measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the performance and liquidity measures defined below.

    As a result of continuing volatile market conditions and the impacts certain non-cash items may have on the evaluation of our operations and results, the Company began disclosing the Adjusted Refining Margin non-GAAP measure, as defined below, in the second quarter of 2024. We believe the presentation of this non-GAAP measure is meaningful to compare our operating results between periods and better aligns with our peer companies. All prior periods presented have been conformed to the definition below.

    The following are non-GAAP measures we present for the periods ended March 31, 2025 and 2024:

    EBITDA – Consolidated net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.

    Petroleum EBITDA, Renewables EBITDA, and Nitrogen Fertilizer EBITDA – Segment net income (loss) before segment (i) interest expense, net, (ii) income tax expense (benefit), and (iii) depreciation and amortization.

    Refining Margin – The difference between our Petroleum Segment net sales and cost of materials and other.

    Adjusted Refining Margin – Refining Margin adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.

    Refining Margin and Adjusted Refining Margin, per Throughput Barrel – Refining Margin and Adjusted Refining Margin divided by the total throughput barrels during the period, which is calculated as total throughput barrels per day times the number of days in the period.

    Direct Operating Expenses per Throughput Barrel – Direct operating expenses for our Petroleum Segment divided by total throughput barrels for the period, which is calculated as total throughput barrels per day times the number of days in the period.

    Renewables Margin – The difference between our Renewables Segment net sales and cost of materials and other.

    Adjusted Renewables Margin – Renewables Margin adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.

    Renewables Margin and Adjusted Renewables Margin, per Vegetable Oil Throughput Gallon – Renewables Margin and Adjusted Renewables Margin divided by the total vegetable oil throughput gallons for the period, which is calculated as total vegetable oil throughput gallons per day times the number of days in the period.

    Direct Operating Expenses per Vegetable Oil Throughput Gallon – Direct operating expenses for our Renewables Segment divided by total vegetable oil throughput gallons for the period, which is calculated as total vegetable oil throughput gallons per day times the number of days in the period.

    Adjusted EBITDA, Petroleum Adjusted EBITDA, Renewables Adjusted EBITDA, and Nitrogen Fertilizer Adjusted EBITDA – EBITDA, Petroleum EBITDA, Renewables EBITDA, and Nitrogen Fertilizer EBITDA adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.

    Adjusted Earnings (Loss) per Share – Earnings (loss) per share adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.

    Free Cash Flow – Net cash provided by (used in) operating activities less capital expenditures and capitalized turnaround expenditures.

    We present these measures because we believe they may help investors, analysts, lenders and ratings agencies analyze our results of operations and liquidity in conjunction with our U.S. GAAP results, including but not limited to our operating performance as compared to other publicly traded companies in the refining and fertilizer industries, without regard to historical cost basis or financing methods and our ability to incur and service debt and fund capital expenditures. Non-GAAP measures have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures. See “Non-GAAP Reconciliations” included herein for reconciliation of these amounts. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.

    Factors Affecting Comparability of Our Financial Results

    Petroleum Segment

    Our results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future due to capitalized expenditures as part of planned turnarounds. Total capitalized expenditures were $166 million and $39 million during the three months ended March 31, 2025 and 2024, respectively.

    CVR Energy, Inc.
    (all information in this release is unaudited)

    Consolidated Statement of Operations Data

      Three Months Ended
    March 31,
    (in millions, except per share data)   2025       2024  
    Net sales $ 1,646     $ 1,863  
    Operating costs and expenses:      
    Cost of materials and other   1,517       1,463  
    Direct operating expenses (exclusive of depreciation and amortization)   154       164  
    Depreciation and amortization   66       75  
    Cost of sales   1,737       1,702  
    Selling, general and administrative expenses (exclusive of depreciation and amortization)   37       36  
    Depreciation and amortization   2       1  
    Loss on asset disposal   1       1  
    Operating (loss) income   (131 )     123  
    Other (expense) income:      
    Interest expense, net   (25 )     (20 )
    Other income, net   2       4  
    (Loss) income before income tax benefit   (154 )     107  
    Income tax (benefit) expense   (49 )     17  
    Net (loss) income   (105 )     90  
    Less: Net income attributable to noncontrolling interest   18       8  
    Net (loss) income attributable to CVR Energy stockholders $ (123 )   $ 82  
           
    Basic and diluted (loss) earnings per share $ (1.22 )   $ 0.81  
    Dividends declared per share $ —     $ 0.50  
           
    Adjusted (loss) earnings per share * $ (0.58 )   $ 0.04  
    EBITDA * $ (61 )   $ 203  
    Adjusted EBITDA * $ 24     $ 99  
           
    Weighted-average common shares outstanding – basic and diluted   100.5       100.5  

    _______________
    * See “Non-GAAP Reconciliations” section below.

    Selected Consolidated Balance Sheet Data

    (in millions) March 31, 2025   December 31, 2024
    Cash and cash equivalents $ 695     $ 987  
    Working capital (inclusive of cash and cash equivalents)   395       726  
    Total assets   4,251       4,263  
    Total debt and finance lease obligations, including current portion   1,918       1,919  
    Total liabilities   3,480       3,375  
    Total CVR stockholders’ equity   580       703  
                   

    Selected Consolidated Cash Flow Data

      Three Months Ended
    March 31,
    (in millions)   2025       2024  
    Net cash used in:      
    Operating activities $ (195 )   $ 177  
    Investing activities   (82 )     (55 )
    Financing activities   (15 )     (664 )
    Net decrease in cash, cash equivalents, and restricted cash $ (292 )   $ (542 )
           
    Free cash flow * $ (285 )   $ 121  

    _______________
    * See “Non-GAAP Reconciliations” section below.

    Selected Segment Data

      Three Months Ended March 31,
        2025       2024
    (in millions) Petroleum   Renewables   Nitrogen Fertilizer   Consolidated   Petroleum   Renewables   Nitrogen Fertilizer   Consolidated
    Net sales $ 1,477     $ 66   $ 143   $ 1,646     $ 1,722   $ 33     $ 128   $ 1,863
    Operating (loss) income   (161 )     —     35     (131 )     118     (10 )     20     123
    Net (loss) income   (160 )     —     27     (105 )     127     (10 )     13     90
    EBITDA *   (119 )     6     53     (61 )     171     (4 )     40     203
                                   
    Capital expenditures (1)                              
    Maintenance $ 41     $ —   $ 4   $ 45     $ 22   $ 1     $ 5   $ 30
    Growth   8       —     2     10       14     7       —     21
    Total capital expenditures $ 49     $ —   $ 6   $ 55     $ 36   $ 8     $ 5   $ 51

    _______________
    * See “Non-GAAP Reconciliations” section below.
    (1) Capital expenditures are shown exclusive of capitalized turnaround expenditures.

    Selected Balance Sheet Data

      March 31, 2025   December 31, 2024
    (in millions) Petroleum   Renewables   Nitrogen Fertilizer   Consolidated   Petroleum   Renewables   Nitrogen Fertilizer   Consolidated
    Cash and cash equivalents (1) $ 434   $ 20   $ 122   $ 695   $ 735   $ 13   $ 91   $ 987
    Total assets   3,297     422     1,014     4,251     3,288     420     1,019     4,263
    Total debt and finance lease obligations, including current portion (2)   352     —     570     1,918     354     —     569     1,919

    _______________
    (1) Corporate cash and cash equivalents consisted of $119 million and $148 million at March 31, 2025 and December 31, 2024, respectively.
    (2) Corporate total debt and finance lease obligations, including current portion consisted of $996 million and $996 million at March 31, 2025 and December 31, 2024, respectively.

    Petroleum Segment

    Key Operating Metrics per Total Throughput Barrel

      Three Months Ended
    March 31,
    (in millions)   2025       2024  
    Refining margin * $ (0.42 )   $ 16.29  
    Adjusted refining margin *   7.72       10.46  
    Direct operating expenses *   8.58       5.78  

    _______________
    * See “Non-GAAP Reconciliations” section below.

    Refining Throughput and Production Data by Refinery

    Throughput Data Three Months Ended
    March 31,
    (in bpd)   2025       2024  
    Coffeyville              
    Gathered crude   26,728       62,405  
    Other domestic   12,348       45,925  
    Canadian   640       9,532  
    Condensate   —       7,700  
    Other feedstocks and blendstocks   6,330       12,569  
    Wynnewood              
    Gathered crude   58,420       43,059  
    Other domestic   573       —  
    Condensate   10,152       10,262  
    Other feedstocks and blendstocks   5,186       4,340  
    Total throughput   120,377       195,792  
                   
    Production Data Three Months Ended
    March 31,
    (in bpd)   2025       2024  
    Coffeyville      
    Gasoline   18,940       72,723  
    Distillate   20,233       56,007  
    Other liquid products   6,324       4,554  
    Solids   1,321       4,980  
    Wynnewood      
    Gasoline   39,740       31,984  
    Distillate   24,948       19,166  
    Other liquid products   5,058       5,563  
    Solids   11       6  
    Total production   116,575       194,983  
           
    Crude utilization (1)   52.7 %     86.6 %
    Light product yield (as % of crude throughput) (2)   95.4 %     100.6 %
    Liquid volume yield (as % of total throughput) (3)   95.7 %     97.0 %
    Distillate yield (as % of crude throughput) (4)   41.5 %     42.0 %

    _______________
    (1) Total Gathered crude, Other domestic, Canadian, and Condensate throughput (collectively, “Total Crude Throughput”) divided by consolidated crude oil throughput capacity of 206,500 bpd.
    (2) Total Gasoline and Distillate divided by Total Crude Throughput.
    (3) Total Gasoline, Distillate, and Other liquid products divided by total throughput.
    (4) Total Distillate divided by Total Crude Throughput.

    Key Market Indicators

      Three Months Ended
    March 31,
        2025       2024  
    West Texas Intermediate (WTI) NYMEX $ 71.42     $ 76.91  
    Crude Oil Differentials to WTI:      
    Brent   3.56       4.85  
    WCS (heavy sour)   (12.45 )     (16.91 )
    Condensate   (0.64 )     (0.83 )
    Midland Cushing   1.10       1.59  
    NYMEX Crack Spreads:      
    Gasoline   16.83       22.55  
    Heating Oil   28.46       36.87  
    NYMEX 2-1-1 Crack Spread   22.64       29.71  
    PADD II Group 3 Product Basis:      
    Gasoline   (2.81 )     (9.97 )
    Ultra-Low Sulfur Diesel   (7.19 )     (10.35 )
    PADD II Group 3 Product Crack Spread:      
    Gasoline   14.02       12.58  
    Ultra-Low Sulfur Diesel   21.27       26.51  
    PADD II Group 3 2-1-1   17.65       19.55  
                   

    Renewables Segment

    Key Operating Metrics per Vegetable Oil Throughput Gallon

      Three Months Ended
    March 31,
        2025       2024  
    Renewables margin * $ 1.13     $ 0.65  
    Adjusted renewables margin *   0.94       0.47  
    Direct operating expenses *   0.48       0.84  

    _______________
    * See “Non-GAAP Reconciliations” section below.

    Renewables Throughput and Production Data

      Three Months Ended March 31,
    (in gallons per day)   2025       2024  
    Throughput Data      
    Corn Oil   19,503       31,295  
    Soybean Oil   136,440       44,362  
           
    Production Data      
    Renewable diesel   144,189       62,594  
           
    Renewable utilization (1)   61.9 %     30.0 %
    Renewable diesel yield (as % of corn and soybean oil throughput)   92.5 %     82.7 %

    _______________
    (1) Total corn and soybean oil throughput divided by total renewable throughput capacity of 252,000 gallons per day.

    Key Market Indicators

      Three Months Ended
    March 31,
        2025       2024  
    Chicago Board of Trade (CBOT) soybean oil (dollars per pound) $ 0.44     $ 0.47  
    Midwest crude corn oil (dollars per pound)   0.47       0.55  
    CARB ULSD (dollars per gallon)   2.41       2.66  
    NYMEX ULSD (dollars per gallon)   2.38       2.71  
    California LCFS (dollars per metric ton)   66.12       63.53  
    Biodiesel RINs (dollars per RIN)   0.79       0.58  
                   

    Nitrogen Fertilizer Segment

      Three Months Ended
    March 31,
    (percent of capacity utilization)   2025       2024  
    Ammonia utilization rate (1)   101 %     90 %

    _______________
    (1) Reflects our ammonia utilization rate on a consolidated basis. Utilization is an important measure used by management to assess operational output at each of CVR Partners’ facilities. Utilization is calculated as actual tons produced divided by capacity. We present our utilization for the three months ended March 31, 2025 and 2024 and take into account the impact of our current turnaround cycles on any specific period. Additionally, we present utilization solely on ammonia production rather than each nitrogen product as it provides a comparative baseline against industry peers and eliminates the disparity of plant configurations for upgrade of ammonia into other nitrogen products. With our efforts being primarily focused on ammonia upgrade capabilities, this measure provides a meaningful view of how well we operate.

    Sales and Production Data

      Three Months Ended
    March 31,
        2025       2024  
    Consolidated sales volumes (thousands of tons):      
    Ammonia   60       70  
    UAN   336       284  
           
    Consolidated product pricing at gate (dollars per ton): (1)      
    Ammonia $ 554     $ 528  
    UAN   256       267  
           
    Consolidated production volume (thousands of tons):      
    Ammonia (gross produced) (2)   216       193  
    Ammonia (net available for sale) (2)   64       60  
    UAN   348       305  
           
    Feedstock:      
    Petroleum coke used in production (thousands of tons)   131       128  
    Petroleum coke used in production (dollars per ton) $ 42.43     $ 75.71  
    Natural gas used in production (thousands of MMBtus) (3)   2,159       2,148  
    Natural gas used in production (dollars per MMBtu) (3) $ 4.62     $ 3.10  
    Natural gas in cost of materials and other (thousands of MMBtus) (3)   1,605       1,765  
    Natural gas in cost of materials and other (dollars per MMBtu) (3) $ 4.63     $ 3.49  

    _______________
    (1) Product pricing at gate represents sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure that is comparable across the fertilizer industry.
    (2) Gross tons produced for ammonia represent total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represent ammonia available for sale that was not upgraded into other fertilizer products.
    (3) The feedstock natural gas shown above does not include natural gas used for fuel. The cost of fuel natural gas is included in direct operating expense.

    Key Market Indicators

      Three Months Ended
    March 31,
        2025       2024  
    Ammonia — Southern plains (dollars per ton) $ 562     $ 567  
    Ammonia — Corn belt (dollars per ton)   618       598  
    UAN — Corn belt (dollars per ton)   324       292  
           
    Natural gas NYMEX (dollars per MMBtu) $ 3.87     $ 2.10  
                   

    Q2 2025 Outlook

    The table below summarizes our outlook for certain operational statistics and financial information for the second quarter of 2025. See “Forward-Looking Statements” above.

      Q2 2025
      Low   High
    Petroleum      
    Total throughput (bpd)   160,000       180,000  
    Crude utilization (1)   82 %     90 %
    Direct operating expenses (in millions) (2) $ 105     $ 115  
    Turnaround (in millions) (3)   15       20  
           
    Renewables      
    Total throughput (in millions of gallons)   16       20  
    Renewable utilization (4)   70 %     87 %
    Direct operating expenses (in millions) (2) $ 8     $ 10  
           
    Nitrogen Fertilizer      
    Ammonia utilization rate   93 %     97 %
    Direct operating expenses (in millions) (2) $ 57     $ 62  
           
    Capital Expenditures (in millions) (3)      
    Petroleum $ 35     $ 40  
    Renewables   2       4  
    Nitrogen Fertilizer   18       22  
    Other   1       3  
    Total capital expenditures $ 56     $ 69  

    _______________
    (1) Represents crude oil throughput divided by consolidated crude oil throughput capacity of 206,500 bpd.
    (2) Direct operating expenses are shown exclusive of depreciation and amortization, turnaround expenses, and inventory valuation impacts.
    (3) Turnaround and capital expenditures are disclosed on an accrual basis.
    (4) Represents renewable feedstock throughput divided by total renewable throughput capacity of 252,000 gallons per day.

    Non-GAAP Reconciliations

    Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA

      Three Months Ended
    March 31,
    (in millions)   2025       2024  
    Net (loss) income $ (105 )   $ 90  
    Interest expense, net   25       20  
    Income tax (benefit) expense   (49 )     17  
    Depreciation and amortization   68       76  
    EBITDA   (61 )     203  
    Adjustments:      
    Revaluation of RFS liability, unfavorable (favorable)   112       (91 )
    Unrealized (gain) loss on derivatives, net   (3 )     24  
    Inventory valuation impacts, favorable   (24 )     (37 )
    Adjusted EBITDA $ 24     $ 99  
                   

    Reconciliation of Basic and Diluted (Loss) Earnings per Share to Adjusted (Loss) Earnings per Share

      Three Months Ended
    March 31,
        2025       2024  
    Basic and diluted (loss) earnings per share $ (1.22 )   $ 0.81  
    Adjustments: (1)      
    Revaluation of RFS liability, unfavorable (favorable)   0.84       (0.67 )
    Unrealized (gain) loss on derivatives, net   (0.03 )     0.18  
    Inventory valuation impacts, favorable   (0.17 )     (0.28 )
    Adjusted (loss) earnings per share $ (0.58 )   $ 0.04  

    _______________
    (1) Amounts are shown after-tax, using the Company’s marginal tax rate, and are presented on a per share basis using the weighted average shares outstanding for each period.

    Reconciliation of Net Cash (Used In) Provided By Operating Activities to Free Cash Flow

      Three Months Ended
    March 31,
    (in millions)   2025       2024  
    Net cash (used in) provided by operating activities $ (195 )   $ 177  
    Less:      
    Capital expenditures   (51 )     (47 )
    Capitalized turnaround expenditures   (43 )     (12 )
    Return of equity method investment   4       3  
    Free cash flow $ (285 )   $ 121  
                   

    Reconciliation of Petroleum Segment Net (Loss) Income to EBITDA and Adjusted EBITDA

      Three Months Ended
    March 31,
    (in millions)   2025       2024  
    Petroleum net (loss) income $ (160 )   $ 127  
    Interest (income) expense, net   —       (4 )
    Depreciation and amortization   41       48  
    Petroleum EBITDA   (119 )     171  
    Adjustments:      
    Revaluation of RFS liability, unfavorable (favorable)   112       (91 )
    Unrealized (gain) loss on derivatives, net   (3 )     24  
    Inventory valuation impacts, favorable (1)   (20 )     (37 )
    Petroleum Adjusted EBITDA $ (30 )   $ 67  
                   

    Reconciliation of Petroleum Segment Gross (Loss) Profit to Refining Margin and Adjusted Refining Margin

      Three Months Ended
    March 31,
    (in millions)   2025       2024  
    Net sales $ 1,477     $ 1,722  
    Less:      
    Cost of materials and other   (1,482 )     (1,432 )
    Direct operating expenses (exclusive of depreciation and amortization)   (93 )     (103 )
    Depreciation and amortization   (41 )     (48 )
    Gross (loss) profit   (139 )     139  
    Add:      
    Direct operating expenses (exclusive of depreciation and amortization)   93       103  
    Depreciation and amortization   41       48  
    Refining margin   (5 )     290  
    Adjustments:      
    Revaluation of RFS liability, unfavorable (favorable)   112       (91 )
    Unrealized (gain) loss on derivatives, net   (3 )     24  
    Inventory valuation impacts, favorable (1)   (20 )     (37 )
    Adjusted refining margin $ 84     $ 186  
           
    Total throughput barrels per day   120,377       195,792  
    Days in the period   90       91  
    Total throughput barrels   10,833,969       17,817,099  
           
    Refining margin per total throughput barrel $ (0.42 )   $ 16.29  
    Adjusted refining margin per total throughput barrel   7.72       10.46  
    Direct operating expenses per total throughput barrel   8.58       5.78  

    _______________
    (1) The Petroleum Segment’s basis for determining inventory value under GAAP is First-In, First-Out (“FIFO”). Changes in crude oil prices can cause fluctuations in the inventory valuation of crude oil, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when crude oil prices increase and an unfavorable inventory valuation impact when crude oil prices decrease. The inventory valuation impact is calculated based upon inventory values at the beginning of the accounting period and at the end of the accounting period.

    Reconciliation of Renewables Segment Net Income (Loss) to EBITDA and Adjusted EBITDA

      Three Months Ended March 31,
    (in millions)   2025       2024  
    Renewables net income (loss) $ —     $ (10 )
    Depreciation and amortization   6       6  
    Renewables EBITDA   6       (4 )
    Adjustments:      
    Inventory valuation impacts, favorable (1)   (3 )     (1 )
    Renewables Adjusted EBITDA $ 3     $ (5 )
                   

    Reconciliation of Renewables Segment Gross Profit (Loss) to Renewables Margin and Adjusted Renewables Margin

      Three Months Ended March 31,
    (in millions, except throughput data)   2025       2024  
    Net sales $ 66     $ 33  
    Less:      
    Cost of materials and other   50       29  
    Direct operating expenses (exclusive of depreciation and amortization)   6       5  
    Depreciation and amortization   6       6  
    Gross profit (loss)   4       (7 )
    Add:      
    Direct operating expenses (exclusive of depreciation and amortization)   6       5  
    Depreciation and amortization   6       6  
    Renewables margin   16       4  
    Inventory valuation impacts, favorable (1)   (3 )     (1 )
    Adjusted renewables margin $ 13     $ 3  
           
    Total vegetable oil throughput gallons per day   155,943       75,657  
    Days in the period   90       91  
    Total vegetable oil throughput gallons   14,034,826       6,884,761  
           
    Renewables margin per vegetable oil throughput gallon $ 1.13     $ 0.65  
    Adjusted renewables margin per vegetable oil throughput gallon   0.94       0.47  
    Direct operating expenses per vegetable oil throughput gallon   0.48       0.84  

    _______________
    (1) The Renewables Segment’s basis for determining inventory value under GAAP is FIFO. Changes in renewable diesel and renewable feedstock prices can cause fluctuations in the inventory valuation of renewable diesel, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when renewable diesel prices increase and an unfavorable inventory valuation impact when renewable diesel prices decrease. The inventory valuation impact is calculated based upon inventory values at the beginning of the accounting period and at the end of the accounting period.

    Reconciliation of Nitrogen Fertilizer Segment Net Income to EBITDA and Adjusted EBITDA

      Three Months Ended
    March 31,
    (in millions)   2025       2024  
    Nitrogen Fertilizer net income $ 27     $ 13  
    Interest expense, net   8       8  
    Depreciation and amortization   18       19  
    Nitrogen Fertilizer EBITDA and Adjusted EBITDA $ 53     $ 40  
                   

    The MIL Network –

  • MIL-OSI USA: Accountant Pleads Guilty to $8M Tax Fraud

    Source: US State of North Dakota

    A Colorado man pleaded guilty today to conspiring to defraud the United States and tax evasion.

    According to court documents and statements made in court, Rodney Ermel owned and managed a Colorado-based accounting firm. Along with co-defendant Kenneth Bacon, Ermel provided accounting and tax preparation services for Joseph LaForte and his entities. Ermel conspired with LaForte, Bacon, and others to hide approximately $20 million in income. He did this through various fraudulent accounting practices, such as fabricating shareholder loans and “bad debt” deductions. Ermel also filed tax returns which he knew underreported taxable income by over $20 million between 2016 and 2018. Ermel’s fraud caused a loss to the United States of over $8 million.

    Ermel is the fourth defendant to plead guilty to criminal conduct related to this tax scheme.  Sentencing is scheduled for Sept. 3.

    Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division and U.S. Attorney David Metcalf for the Eastern District of Pennsylvania made the announcement.

    The FBI, IRS Criminal Investigation and the Federal Deposit Insurance Corporation Office of Inspector General are investigating the case.

    Assistant U.S. Attorneys Matthew Newcomer and John J. Boscia for the Eastern District of Pennsylvania, and Trial Attorney Ezra Spiro of the Justice Department’s Tax Division are prosecuting the case. 

    MIL OSI USA News –

  • MIL-OSI Security: Florida Woman Sentenced to Federal Prison for Supervising Maryland Unemployment Insurance Scheme

    Source: United States Department of Justice (National Center for Disaster Fraud)

    Defendant obtained victim’s personal information to file false and fraudulent unemployment insurance claims.

    Baltimore, Maryland – U.S. District Judge Julie R. Rubin sentenced Tiia Woods, 47, of Jacksonville, Florida, to 74 months in prison followed by three years of supervised release. The sentence is in connection with Woods’s role as an organizer of an unemployment insurance (UI) fraud scheme. Through the conspiracy, victims lost approximately $3,296,725.

    Kelly O. Hayes, U.S. Attorney for the District of Maryland, announced the sentence with Special Agent in Charge Troy W. Springer, National Capital Region, U.S. Department of Labor’s Office of Inspector General (DOL-OIG), and Special Agent in Charge William J. DelBagno of the Federal Bureau of Investigation (FBI) – Baltimore Field Office.

    According to the guilty plea, beginning in June 2020, and continuing through at least May 2021, Woods engaged in a conspiracy to defraud and obtain money through materially false and fraudulent pretenses, representations, and promises in connection with the UI scheme.  Woods obtained the personal identifiable information of real persons and used the information to submit false and fraudulent unemployment insurance claims to the Maryland Department of Labor (MD-DOL).

    Woods and her co-conspirators used UI benefits, which were designated to assist unemployed or underemployed people due to the COVID-19 national emergency, for their personal use. She instructed her co-conspirators Tyshawna Davis and Devante Smith via text message in furtherance of the conspiracy. Woods’s guidance included instructions on how to obtain benefits, expedite a claim, and how much Woods would keep for herself.

    Smith was previously sentenced to 54 months in prison for his role in the conspiracy.

    The Coronavirus Aid, Relief, and Economic Security (CARES) Act — a federal law enacted in March 2020 — provided emergency financial assistance to Americans suffering from the economic effects of the COVID-19 pandemic. The CARES Act authorized increased unemployment insurance (“UI”) benefits.  UI benefits have historically been a state and federal program that provided monetary benefits to eligible workers.  The CARES Act expanded states’ ability to provide UI benefits for many workers impacted by COVID-19, including self-employed workers or independent contractors, who would not normally be eligible for UI benefits.

    The District of Maryland Strike Force is one of five strike forces established throughout the United States by the U.S. Department of Justice to investigate and prosecute COVID-19 fraud, including fraud relating to the CARES Act.  The CARES Act was designed to provide emergency financial assistance to Americans suffering the economic effects caused by the COVID-19 pandemic.  The strike forces focus on large-scale, multi-state pandemic relief fraud perpetrated by criminal organizations and transnational actors.  The strike forces are interagency law enforcement efforts, using prosecutor-led and data analyst-driven teams designed to identify and bring to justice those who stole pandemic relief funds.

    For more information on the Department’s response to the pandemic, please visit https://www.justice.gov/coronavirus.  Anyone with information about allegations of attempted fraud involving COVID-19 can report it by calling the Department of Justice’s National Center for Disaster Fraud (NCDF) Hotline at 866-720-5721 or via the NCDF Web Complaint Form at: https://www.justice.gov/disaster-fraud/ncdf-disaster-complaint-form.

    U.S. Attorney Hayes commended the DOL-OIG and FBI, along with Bank of America – Detection and Complex Investigations Fraud Rings and Analytics, for their work in the investigation.  Ms. Hayes also thanked Assistant U.S. Attorneys Evelyn Lombardo Cusson and Harry M. Gruber who prosecuted the federal case.

    For more information about the Maryland U.S. Attorney’s Office, its priorities, and resources available to report fraud, visit www.justice.gov/usao-md and https://www.justice.gov/usao-md/community-outreach.

    # # #

    MIL Security OSI –

  • MIL-OSI: Palomar Holdings, Inc. Announces First Quarter 2025 Financial Results Release Date and Conference Call

    Source: GlobeNewswire (MIL-OSI)

    LA JOLLA, Calif., April 28, 2025 (GLOBE NEWSWIRE) — Palomar Holdings, Inc. (NASDAQ: PLMR) (the “Company”) today announced that it will release its first quarter 2025 results after market close on Monday, May 5, 2025, and will host a conference call at 12:00 p.m. (Eastern Time) the following day, Tuesday, May 6, 2025.

    The conference call can be accessed live by dialing 1-877-423-9813 or for international callers, 1-201-689-8573, and requesting to be joined to the Palomar First Quarter 2025 Earnings Conference Call. A replay will be available starting at 4:00 p.m. (Eastern Time) on May 6, 2025, and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the replay is 13752911. The replay will be available until 11:59 p.m. (Eastern Time) on May 13, 2025.

    Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the investor relations section of the Company’s website at https://ir.palomarspecialty.com/. The online replay will remain available for a limited time beginning immediately following the call.

    About Palomar Holdings, Inc.

    Palomar Holdings, Inc. is the holding company of subsidiaries Palomar Specialty Insurance Company (“PSIC”), Palomar Specialty Reinsurance Company Bermuda Ltd. (“PSRE”), Palomar Insurance Agency, Inc. (“PIA”), Palomar Excess and Surplus Insurance Company (“PESIC”), Palomar Underwriters Exchange Organization, Inc (“PUEO”), Palomar Crop Insurance Services, Inc, and First Indemnity of America Insurance Company (acquired 1/1/2025). Palomar’s consolidated results also include Laulima Reciprocal Exchange, a variable interest entity for which the Company is the primary beneficiary. Palomar is an innovative specialty insurer serving residential and commercial clients in five product categories: Earthquake, Inland Marine and Other Property, Casualty, Fronting, and Crop. Palomar’s insurance subsidiaries, Palomar Specialty Insurance Company, Palomar Specialty Reinsurance Company Bermuda Ltd., and Palomar Excess and Surplus Insurance Company, have a financial strength rating of “A” (Excellent) from A.M. Best.

    To learn more, visit PLMR.com

    Follow Palomar on LinkedIn: @PLMRInsurance

    Contact
    Media Inquiries
    Lindsay Conner
    1-551-206-6217
    lconner@plmr.com

    Investor Relations
    Jamie Lillis
    1-203-428-3223
    investors@plmr.com   
    Source: Palomar Holdings, Inc.

    The MIL Network –

  • MIL-OSI: NXP Semiconductors Reports First Quarter 2025 Results, Announces Management Transition

    Source: GlobeNewswire (MIL-OSI)

    EINDHOVEN, The Netherlands, April 28, 2025 (GLOBE NEWSWIRE) — NXP Semiconductors N.V. (NASDAQ: NXPI) today reported financial results for the first quarter, which ended March 30, 2025. “NXP delivered quarterly revenue of $2.84 billion, in-line with the midpoint of guidance. NXP’s first-quarter results and guidance for the second quarter underpin a cautious optimism that NXP continues to effectively navigate through a challenging set of market conditions. We are operating in a very uncertain environment influenced by tariffs with volatile direct and indirect effects. Considering these external factors, we are redoubling our efforts to manage what is in our direct control, enabling NXP to drive solid profitability and earnings,” said Kurt Sievers, NXP President and Chief Executive Officer.

    The company announced that Mr. Sievers has informed the Board of Directors of his intention to retire from NXP at the end of 2025. “Kurt has been a dynamic, visionary, and highly effective CEO of NXP since May 2020,” said Julie Southern, NXP’s Chair of the Board of Directors. “He has been instrumental in leading the definition and implementation of NXP’s strategy to be the leader in intelligent systems at the edge within the Automotive and Industrial & IoT end markets. After a successful 30-year career with NXP, we are saddened to see Kurt retire. We and the entire NXP community thank him for his leadership and wish him the absolute best in his retirement.”

    Following a comprehensive and thorough succession planning process, NXP’s Board of Directors announced that it has unanimously approved Mr. Rafael Sotomayor to succeed Mr. Sievers as President, effective April 28, 2025. Messrs. Sievers and Sotomayor will work closely to orchestrate a smooth leadership transition until October 28, 2025, when Mr. Sotomayor will assume the role of President and Chief Executive Officer. “Rafael has been an integral part of creating and shaping NXP’s strategy and enabling the company’s success. We are confident he is ideally suited to assume the role of President and CEO at NXP, and to execute the company’s vision for leadership in the intelligent systems at the edge within the Automotive and Industrial & IoT end markets,” said Ms. Southern.

    Mr. Sievers’ departure is a purely personal decision and is not related to any disagreement with the Board of Directors, or any issues relating to the strategic or financial performance of the company.

    Key Highlights for the First Quarter 2025:

    • Revenue was $2.84 billion, down 9 percent year-on-year;
    • GAAP gross margin was 55.0 percent, GAAP operating margin was 25.5 percent and GAAP diluted Net Income per Share was $1.92;
    • Non-GAAP gross margin was 56.1 percent, non-GAAP operating margin was 31.9 percent, and non-GAAP diluted Net Income per Share was $2.64;
    • Cash flow from operations was $565 million, with net capex investments of $138 million, resulting in non-GAAP free cash flow of $427 million;
    • Capital return during the quarter was $561 million, representing 131 percent of first quarter non-GAAP free cash flow. Share buybacks were $303 million and dividends paid during the quarter were $258 million. After the end of the first quarter, between March 31, 2025, and April 25, 2025, NXP executed via a 10b5-1 program additional share repurchases totaling $90 million;
    • On January 7, 2025, NXP announced the MCX L14x and MCX L25x, the first families in the ultra-low-power L Series of the MCX microcontroller portfolio. The MCX L series features a dual-core architecture with an independent ultra-low-power sense domain to enable challenging battery-limited applications, such as sensors for industrial monitoring, building management, and flow metering;
    • On January 8, 2025, Honeywell and NXP announced an expansion of its partnership that will accelerate aviation product development and chart the path for autonomous flight. The Honeywell Anthem cockpit is powered by NXP’s i.MX 8 applications processors to help improve operational efficiency, safety and unlock value for pilots and operators. This builds on the companies’ existing relationship, which is focused on helping optimize how building management systems sense and securely control energy consumption;
    • On January 15, 2025, NXP announced it has secured a €1 billion loan from the European Investment Bank (EIB) to advance the company’s RDI investments across its broad portfolio of semiconductor solutions. The €1 billion loan facility carries a weighted average interest rate of 4.54 percent when drawn in dollar denominated tranches, under the current market conditions and has a duration of six years;
    • On February 10, 2025, NXP announced the agreement to acquire Kinara Inc., an industry leader in high performance, energy-efficient and programmable discrete neural processing units (NPUs) to enable intelligence at the edge solutions. The all-cash transaction was valued at $307 million and is expected to close in the first half of 2025, subject to customary closing conditions, including regulatory clearances;
    • On March 11, 2025, NXP announced the new S32K5 family of automotive microcontrollers (MCU), the automotive industry’s first 16nm FinFET MCU with embedded magnetic RAM (MRAM). The S32K5 MCU family will extend the NXP CoreRide platform with pre-integrated zonal and electrification system solutions for scalable software-defined vehicle (SDV) architectures.

    Summary of Reported First Quarter 2025 ($ millions, unaudited) (1)

      Q1 2025 Q4 2024 Q1 2024 Q – Q Y – Y
    Total Revenue $ 2,835   $ 3,111   $ 3,126   -9 % -9 %
    GAAP Gross Profit $ 1,560   $ 1,678   $ 1,783   -7 % -13 %
    Gross Profit Adjustments (i) $ (31 ) $ (111 ) $ (35 )    
    Non-GAAP Gross Profit $ 1,591   $ 1,789   $ 1,818   -11 % -12 %
    GAAP Gross Margin   55.0 %   53.9 %   57.0 %    
    Non-GAAP Gross Margin   56.1 %   57.5 %   58.2 %    
    GAAP Operating Income (Loss) $ 723   $ 675   $ 856   7 % -16 %
    Operating Income Adjustments (i) $ (181 ) $ (390 ) $ (224 )    
    Non-GAAP Operating Income $ 904   $ 1,065   $ 1,080   -15 % -16 %
    GAAP Operating Margin   25.5 %   21.7 %   27.4 %    
    Non-GAAP Operating Margin   31.9 %   34.2 %   34.5 %    
    GAAP Net Income (Loss) attributable to Stockholders $ 490   $ 495   $ 639   -1 % -23 %
    Net Income Adjustments (i) $ (183 ) $ (322 ) $ (201 )    
    Non-GAAP Net Income (Loss) Attributable to Stockholders $ 673   $ 817   $ 840   -18 % -20 %
    GAAP diluted Net Income (Loss) per Share (ii) $ 1.92   $ 1.93   $ 2.47   — % -22 %
    Non-GAAP diluted Net Income (Loss) per Share (ii) $ 2.64   $ 3.18   $ 3.24   -17 % -19 %
    Additional information          
      Q1 2025 Q4 2024 Q1 2024 Q – Q Y – Y
    Automotive $ 1,674 $ 1,790 $ 1,804 -6 % -7 %
    Industrial & IoT $ 508 $ 516 $ 574 -2 % -11 %
    Mobile $ 338 $ 396 $ 349 -15 % -3 %
    Comm. Infra. & Other $ 315 $ 409 $ 399 -23 % -21 %
    DIO   169   151   144    
    DPO   62   65   65    
    DSO   34   30   26    
    Cash Conversion Cycle   141   116   105    
    Channel Inventory (weeks)   9   8   7    
    Gross Financial Leverage (iii) 2.4x 2.1x 1.9x    
    Net Financial Leverage (iv) 1.6x 1.5x 1.3x    
               
    1. Additional Information for the First Quarter 2025:
      1. For an explanation of GAAP to non-GAAP adjustments, please see “Non-GAAP Financial Measures”.
      2. Refer to Table 1 below for the weighted average number of diluted shares for the presented periods.
      3. Gross financial leverage is defined as gross debt divided by trailing twelve months adjusted EBITDA.
      4. Net financial leverage is defined as net debt divided by trailing twelve months adjusted EBITDA.

        5. Guidance for the Second Quarter 2025: ($ millions, except Per Share data) (1)

           
          GAAP   Reconciliation   non-GAAP
          Low   Mid   High       Low   Mid   High
        Total Revenue $2,800   $2,900   $3,000       $2,800   $2,900   $3,000
        Q-Q -1%   2%   6%       -1%   2%   6%
        Y-Y -10%   -7%   -4%       -10%   -7%   -4%
        Gross Profit $1,533   $1,604   $1,675   $(29)   $1,562   $1,633   $1,704
        Gross Margin 54.8%   55.3%   55.8%       55.8%   56.3%   56.8%
        Operating Income (loss) $680   $741   $802   $(182)   $862   $923   $984
        Operating Margin 24.3%   25.6%   26.7%       30.8%   31.8%   32.8%
        Financial Income (expense) $(100)   $(100)   $(100)   $(12)   $(88)   $(88)   $(88)
        Tax rate 18.5%-19.5%       17.0%-18.0%
        Equity-accounted investees $(8)   $(8)   $(8)   $(6)   $(2)   $(2)   $(2)
        Non-controlling interests $(9)   $(9)   $(9)       $(9)   $(9)   $(9)
        Shares – diluted 255.0   255.0   255.0       255.0   255.0   255.0
        Earnings Per Share – diluted $1.78   $1.97   $2.16       $2.46   $2.66   $2.86


        Note (1) Additional Information:

        1. GAAP Gross Profit is expected to include Purchase Price Accounting (“PPA”) effects, $(7) million; Share-based Compensation, $(15) million; Other Incidentals, $(7) million;
        2. GAAP Operating Income (loss) is expected to include PPA effects, $(33) million; Share-based Compensation, $(115) million; Restructuring and Other Incidentals, $(34) million;
        3. GAAP Financial Income (expense) is expected to include Other financial expense $(12) million;
        4. GAAP Results relating to equity-accounted investees is expected to include results relating to non-foundry equity-accounted investees $(6) million;
        5. GAAP diluted EPS is expected to include the adjustments noted above for PPA effects, Share-based Compensation, Restructuring and Other Incidentals in GAAP Operating Income (loss), the adjustment for Other financial expense, the adjustment for results relating to non-foundry equity-accounted investees and the adjustment on Tax due to the earlier mentioned adjustments.

        NXP has based the guidance included in this release on judgments and estimates that management believes are reasonable given its assessment of historical trends and other information reasonably available as of the date of this release. Please note, the guidance included in this release consists of predictions only, and is subject to a wide range of known and unknown risks and uncertainties, many of which are beyond NXP’s control. The guidance included in this release should not be regarded as representations by NXP that the estimated results will be achieved. Actual results may vary materially from the guidance we provide today. In relation to the use of non-GAAP financial information see the note regarding “Non-GAAP Financial Measures” below. For the factors, risks, and uncertainties to which judgments, estimates and forward-looking statements generally are subject see the note regarding “Forward-looking Statements.” We undertake no obligation to publicly update or revise any forward-looking statements, including the guidance set forth herein, to reflect future events or circumstances.

        Non-GAAP Financial Measures

        In managing NXP’s business on a consolidated basis, management develops an annual operating plan, which is approved by our Board of Directors, using non-GAAP financial measures, that are not in accordance with, nor an alternative to, U.S. generally accepted accounting principles (“GAAP”). In measuring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from actions taken to reduce costs with the goal of increasing our gross margin and operating margin and when assessing appropriate levels of research and development efforts. In addition, management relies upon these non-GAAP financial measures when making decisions about product spending, administrative budgets, and other operating expenses. We believe that these non-GAAP financial measures, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Company’s results of operations and the factors and trends affecting NXP’s business. We believe that they enable investors to perform additional comparisons of our operating results, to assess our liquidity and capital position and to analyze financial performance excluding the effect of expenses unrelated to core operating performance, certain non-cash expenses and share-based compensation expense, which may obscure trends in NXP’s underlying performance. This information also enables investors to compare financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management.

        These non-GAAP financial measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The presentation of these and other similar items in NXP’s non-GAAP financial results should not be interpreted as implying that these items are non-recurring, infrequent, or unusual. Reconciliations of these non-GAAP measures to the most comparable measures calculated in accordance with GAAP are provided in the financial statements portion of this release in a schedule entitled “Financial Reconciliation of GAAP to non-GAAP Results (unaudited).” Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at https://investors.nxp.com for additional information related to our rationale for using these non-GAAP financial measures, as well as the impact of these measures on the presentation of NXP’s operations.

        In addition to providing financial information on a basis consistent with GAAP, NXP also provides the following selected financial measures on a non-GAAP basis: (i) Gross profit, (ii) Gross margin, (iii) Research and development, (iv) Selling, general and administrative, (v) Amortization of acquisition-related intangible assets, (vi) Other income, (vii) Operating income (loss), (viii) Operating margin, (ix) Financial Income (expense), (x) Income tax benefit (provision), (xi) Results relating to non-foundry equity-accounted investees, (xii) Net income (loss) attributable to stockholders, (xiii) Earnings per Share – Diluted, (xiv) EBITDA, adjusted EBITDA and trailing 12 month adjusted EBITDA, and (xv) free cash flow, trailing 12 month free cash flow and trailing 12 month free cash flow as a percent of Revenue. The non-GAAP information excludes, where applicable, the amortization of acquisition related intangible assets, the purchase accounting effect on inventory and property, plant and equipment, merger related costs (including integration costs), certain items related to divestitures, share-based compensation expense, restructuring and asset impairment charges, extinguishment of debt, foreign exchange gains and losses, income tax effect on adjustments described above and results from non-foundry equity-accounted investments.

        The difference in the benefit (provision) for income taxes between our GAAP and non-GAAP results relates to the income tax effects of the GAAP to non-GAAP adjustments that we make and the income tax effect of any discrete items that occur in the interim period. Discrete items primarily relate to unexpected tax events that may occur as these amounts cannot be forecasted (e.g., the impact of changes in tax law and/or rates, changes in estimates or resolved tax audits relating to prior year tax provisions, the excess or deficit tax effects on share-based compensation, etc.).

        Conference Call and Webcast Information

        The company will host a conference call with the financial community on Tuesday, April 29, 2025 at 8:00 a.m. U.S. Eastern Daylight Time (EDT) to review the first quarter 2025 results in detail.

        Interested parties may preregister to obtain a user-specific access code for the call here.

        The call will be webcast and can be accessed from the NXP Investor Relations website at www.nxp.com. A replay of the call will be available on the NXP Investor Relations website within 24 hours of the actual call.

        About NXP Semiconductors

        NXP Semiconductors N.V. (NASDAQ: NXPI) is the trusted partner for innovative solutions in the automotive, industrial & IoT, mobile, and communications infrastructure markets. NXP’s “Brighter Together” approach combines leading-edge technology with pioneering people to develop system solutions that make the connected world better, safer, and more secure. The company has operations in more than 30 countries and posted revenue of $2.84 billion in 2024. Find out more at www.nxp.com.

        Forward-looking Statements

        This document includes forward-looking statements which include statements regarding NXP’s business strategy, financial condition, results of operations, market data, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties include the following: market demand and semiconductor industry conditions; our ability to successfully introduce new technologies and products; the demand for the goods into which NXP’s products are incorporated; trade disputes between the U.S. and China, potential increase of barriers to international trade and resulting disruptions to NXP’s established supply chains; the impact of government actions and regulations, including restrictions on the export of US-regulated products and technology; increasing and evolving cybersecurity threats and privacy risks, including theft of sensitive or confidential data; the ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity to meet both NXP’s debt service and research and development and capital investment requirements; our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers to meet demand; our access to production capacity from third-party outsourcing partners, and any events that might affect their business or NXP’s relationship with them; our ability to secure adequate and timely supply of equipment and materials from suppliers; our ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly; our ability to form strategic partnerships and joint ventures and to successfully cooperate with our alliance partners; our ability to win competitive bid selection processes; our ability to develop products for use in customers’ equipment and products; the ability to successfully hire and retain key management and senior product engineers; global hostilities, including the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia and the continued hostilities and the armed conflict in the Middle East, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets; the ability to maintain good relationships with NXP’s suppliers; and a change in tax laws could have an effect on our estimated effective tax rate. In addition, this document contains information concerning the semiconductor industry, our end markets and business generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, our end markets and business will develop. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition could be materially adversely affected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in our SEC filings. Copies of our SEC filings are available on our Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.

        For further information, please contact:

        Investors:
        Jeff Palmer 
        jeff.palmer@nxp.com
        +1 408 205 0687        		 Media:
        Paige Iven
        paige.iven@nxp.com
        +1 817 975 0602
           
        NXP-CORP


        NXP Semiconductors
        Table 1: Condensed consolidated statement of operations (unaudited)

        ($ in millions except share data) Three months ended
          March 30,
        2025        		   December 31,
        2024        		   March 31,
        2024
                   
        Revenue $ 2,835     $ 3,111     $ 3,126  
        Cost of revenue   (1,275 )     (1,433 )     (1,343 )
        Gross profit   1,560       1,678       1,783  
        Research and development   (547 )     (612 )     (564 )
        Selling, general and administrative   (281 )     (323 )     (306 )
        Amortization of acquisition-related intangible assets   (27 )     (28 )     (51 )
        Total operating expenses   (855 )     (963 )     (921 )
        Other income (expense)   18       (40 )     (6 )
        Operating income (loss)   723       675       856  
        Financial income (expense):          
        Other financial income (expense)   (92 )     (91 )     (70 )
        Income (loss) before income taxes   631       584       786  
        Benefit (provision) for income taxes   (130 )     (77 )     (141 )
        Results relating to equity-accounted investees   (4 )     (2 )     (1 )
        Net income (loss)   497       505       644  
        Less: Net income (loss) attributable to non-controlling interests   7       10       5  
        Net income (loss) attributable to stockholders   490       495       639  
                   
        Earnings per share data:          
        Net income (loss) per common share attributable to stockholders in $
        Basic $ 1.93     $ 1.95     $ 2.49  
        Diluted $ 1.92     $ 1.93     $ 2.47  
                   
        Weighted average number of shares of common stock outstanding during the period (in thousands):
        Basic   253,709       254,349       256,567  
        Diluted   255,018       256,628       258,954  
                   

        NXP Semiconductors
        Table 2: Condensed consolidated balance sheet (unaudited)

          ($ in millions) As of
            March 30,
        2025        		   December 31,
        2024        		   March 31,
        2024
        ASSETS          
        Current assets:          
          Cash and cash equivalents $         3,988           $         3,292           $         2,908        
          Short-term deposits           —                     —                     400        
          Accounts receivable, net           1,060                     1,032                     881        
          Inventories, net           2,350                     2,356                     2,102        
          Other current assets           627                     625                     603        
        Total current assets           8,025                     7,305                     6,894        
                     
        Non-current assets:          
          Deferred tax assets           1,284                     1,251                     1,048        
          Other non-current assets           1,942                     1,796                     1,290        
          Property, plant and equipment, net           3,210                     3,267                     3,304        
          Identified intangible assets, net           777                     836                     839        
          Goodwill           9,942                     9,930                     9,945        
        Total non-current assets           17,155                     17,080                     16,426        
                     
        Total assets           25,180                     24,385                     23,320        
                     
        LIABILITIES AND EQUITY          
        Current liabilities:          
          Accounts payable           863                     1,017                     954        
          Restructuring liabilities-current           75                     147                     68        
          Other current liabilities           1,412                     1,434                     1,906        
          Short-term debt           1,499                     500                     —        
        Total current liabilities           3,849                     3,098                     2,928        
                     
        Non-current liabilities:          
          Long-term debt           10,226                     10,354                     10,178        
          Restructuring liabilities           4                     10                     9        
          Other non-current liabilities           1,424                     1,392                     1,055        
        Total non-current liabilities           11,654                     11,756                     11,242        
                     
          Non-controlling interests           355                     348                     321        
          Stockholders’ equity           9,322                     9,183                     8,829        
        Total equity           9,677                     9,531                     9,150        
                   
        Total liabilities and equity           25,180                     24,385                     23,320        
                     

        NXP Semiconductors
        Table 3: Condensed consolidated statement of cash flows (unaudited)

        ($ in millions) Three months ended
          March 30,
        2025        		   December 31,
        2024        		   March 31,
        2024
        Cash flows from operating activities:          
        Net income (loss) $ 497     $ 505     $ 644  
        Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:          
        Depreciation and amortization   209       259       235  
        Share-based compensation   127       117       115  
        Amortization of discount (premium) on debt, net   1       1       1  
        Amortization of debt issuance costs   1       2       2  
        Net (gain) loss on sale of assets   (22 )     (1 )     (2 )
        Results relating to equity-accounted investees   4       2       1  
        (Gain) loss on equity securities, net   6       6       2  
        Deferred tax expense (benefit)   (27 )     (145 )     (64 )
        Changes in operating assets and liabilities:          
        (Increase) decrease in receivables and other current assets   (29 )     (25 )     (25 )
        (Increase) decrease in inventories   6       (122 )     32  
        Increase (decrease) in accounts payable and other liabilities   (110 )     16       (102 )
        (Increase) decrease in other non-current assets   (106 )     (218 )     6  
        Exchange differences   4       (1 )     3  
        Other items   4       (5 )     3  
        Net cash provided by (used for) operating activities   565       391       851  
                   
        Cash flows from investing activities:          
        Purchase of identified intangible assets   (25 )     (36 )     (32 )
        Capital expenditures on property, plant and equipment   (139 )     (130 )     (226 )
        Insurance recoveries received for equipment damage   —       —       2  
        Proceeds from the disposals of property, plant and equipment   1       1       2  
        Advance payment from sale of property, plant and equipment   —       30       —  
        Proceeds of short-term deposits   —       400       9  
        Purchase of investments   (53 )     (67 )     (34 )
        Proceeds from the sale of investments   —       —       5  
        Net cash provided by (used for) investing activities   (216 )     198       (274 )
                   
        Cash flows from financing activities:          
        Repurchase of long-term debt   —       —       (1,000 )
        Proceeds from the issuance of long-term debt   370       670       —  
        Cash paid for debt issuance costs   —       (1 )     —  
        Proceeds from the issuance of commercial paper notes   646       —       —  
        Repayment of commercial paper notes   (146 )     —       —  
        Dividends paid to common stockholders   (258 )     (258 )     (261 )
        Proceeds from issuance of common stock through stock plans   37       3       37  
        Purchase of treasury shares and restricted stock unit withholdings   (303 )     (455 )     (303 )
        Other, net   (1 )     —       (1 )
        Net cash provided by (used for) financing activities   345       (41 )     (1,528 )
                   
        Effect of changes in exchange rates on cash positions   2       (4 )     (3 )
        Increase (decrease) in cash and cash equivalents   696       544       (954 )
        Cash and cash equivalents at beginning of period   3,292       2,748       3,862  
        Cash and cash equivalents at end of period   3,988       3,292       2,908  
                   
        Net cash paid during the period for:          
        Interest   41       92       38  
        Income taxes, net of refunds   96       280       198  
        Net gain (loss) on sale of assets:          
        Cash proceeds from the sale of assets   31       1       2  
        Book value of these assets   (9 )     —       —  
        Non-cash investing activities:          
        Non-cash capital expenditures   108       161       223  
                   

        NXP Semiconductors
        Table 4: Financial Reconciliation of GAAP to non-GAAP Results (unaudited)

        ($ in millions except share data) Three months ended
          March 30,
        2025        		   December 31,
        2024        		   March 31,
        2024
        GAAP Gross Profit $ 1,560     $ 1,678     $ 1,783  
        PPA Effects   (8 )     (11 )     (12 )
        Restructuring   (4 )     (21 )     (3 )
        Share-based compensation   (16 )     (15 )     (15 )
        Other incidentals   (3 )     (64 )     (5 )
        Non-GAAP Gross Profit $ 1,591     $ 1,789     $ 1,818  
        GAAP Gross margin   55.0 %     53.9 %     57.0 %
        Non-GAAP Gross margin   56.1 %     57.5 %     58.2 %
        GAAP Research and development $ (547 )   $ (612 )   $ (564 )
        Restructuring   (7 )     (50 )     (3 )
        Share-based compensation   (64 )     (60 )     (58 )
        Other incidentals   (1 )     (5 )     (1 )
        Non-GAAP Research and development $ (475 )   $ (497 )   $ (502 )
        GAAP Selling, general and administrative $ (281 )   $ (323 )   $ (306 )
        Restructuring   (3 )     (41 )     (1 )
        Share-based compensation   (47 )     (42 )     (42 )
        Other incidentals   (20 )     (12 )     (29 )
        Non-GAAP Selling, general and administrative $ (211 )   $ (228 )   $ (234 )
        GAAP Operating income (loss) $ 723     $ 675     $ 856  
        PPA effects   (40 )     (39 )     (63 )
        Restructuring   (14 )     (112 )     (7 )
        Share-based compensation   (127 )     (117 )     (115 )
        Other incidentals   —       (122 )     (39 )
        Non-GAAP Operating income (loss) $ 904     $ 1,065     $ 1,080  
        GAAP Operating margin   25.5 %     21.7 %     27.4 %
        Non-GAAP Operating margin   31.9 %     34.2 %     34.5 %
        GAAP Income tax benefit (provision) $ (130 )   $ (77 )   $ (141 )
        Income tax effect   13       87       30  
        Non-GAAP Income tax benefit (provision) $ (143 )   $ (164 )   $ (171 )
        GAAP Net income (loss) attributable to stockholders $ 490     $ 495     $ 639  
        PPA Effects   (40 )     (39 )     (63 )
        Restructuring   (14 )     (112 )     (7 )
        Share-based compensation   (127 )     (117 )     (115 )
        Other incidentals   —       (122 )     (39 )
        Other adjustments:          
        Adjustments to financial income (expense)   (12 )     (17 )     (6 )
        Income tax effect   13       87       30  
        Results relating to equity-accounted investees, excluding Foundry investees1   (3 )     (2 )     (1 )
        Non-GAAP Net income (loss) attributable to stockholders $ 673     $ 817     $ 840  
                   
                   
        Additional Information:          
        1. Refer to Table 7 below for further information regarding the results relating to equity-accounted investees.
                   
        GAAP net income (loss) per common share attributable to stockholders – diluted $ 1.92     $ 1.93     $ 2.47  
        PPA Effects   (0.16 )     (0.15 )     (0.24 )
        Restructuring   (0.05 )     (0.44 )     (0.03 )
        Share-based compensation   (0.50 )     (0.46 )     (0.44 )
        Other incidentals   —       (0.47 )     (0.15 )
        Other adjustments:          
        Adjustments to financial income (expense)   (0.05 )     (0.07 )     (0.02 )
        Income tax effect   0.05       0.34       0.11  
        Results relating to equity-accounted investees, excluding Foundry investees1   (0.01 )     —       —  
        Non-GAAP net income (loss) per common share attributable to stockholders – diluted $ 2.64     $ 3.18     $ 3.24  
                   
                   
        Additional Information:          
        1. Refer to Table 7 below for further information regarding the results relating to equity-accounted investees.

        NXP Semiconductors
        Table 5: Financial Reconciliation of GAAP to non-GAAP Financial income (expense) (unaudited)

          ($ in millions) Three months ended
            March 30,
        2025        		   December 31,
        2024        		   March 31,
        2024
        GAAP Financial income (expense) $ (92 )   $ (91 )   $ (70 )
          Foreign exchange loss   (3 )     3       (1 )
          Other financial expense   (9 )     (20 )     (5 )
        Non-GAAP Financial income (expense) $ (80 )   $ (74 )   $ (64 )
                     

        NXP Semiconductors
        Table 6: Financial Reconciliation of GAAP to non-GAAP Other income (expense) (unaudited)

          ($ in millions) Three months ended
            March 30,
        2025        		   December 31,
        2024        		   March 31,
        2024
        GAAP Other income (expense) $ 18     $ (40 )   $ (6 )
          PPA effects   (5 )     —       —  
          Other incidentals   24       (41 )     (4 )
        Non-GAAP Other income (expense) $ (1 )   $ 1     $ (2 )
                   

        NXP Semiconductors
        Table 7: Financial Reconciliation of GAAP to non-GAAP Results relating to equity-accounted investees (unaudited)

          ($ in millions) Three months ended
            March 30,
        2025        		   December 31,
        2024        		   March 31,
        2024
        GAAP Results relating to equity-accounted investees $ (4 )   $ (2 )   $ (1 )
          Results of equity-accounted investees, excluding Foundry investees1   (3 )     (2 )     (1 )
        Non-GAAP Results relating to equity-accounted investees $ (1 )   $ —     $ —  
                   
        Additional Information:
        1. We adjust our results relating to equity-accounted investees for those results from investments over which NXP has significant influence, but not control, and whose business activities are not related to the core operating performance of NXP. Our equity-investments in foundry partners are part of our long-term core operating performance and accordingly those results comprise the Non-GAAP Results relating to equity-accounted investees.


        NXP Semiconductors
        Table 8: Adjusted EBITDA and Free Cash Flow (unaudited)

        ($ in millions) Three months ended
          March 30,
        2025        		   December 31,
        2024        		   March 31,
        2024
        GAAP Net income (loss) $ 497     $ 505     $ 644  
        Reconciling items to EBITDA (Non-GAAP)          
        Financial (income) expense   92       91       70  
        (Benefit) provision for income taxes   130       77       141  
        Depreciation and impairment   143       190       145  
        Amortization   66       69       90  
        EBITDA (Non-GAAP) $ 928     $ 932     $ 1,090  
        Reconciling items to adjusted EBITDA (Non-GAAP)          
        Results of equity-accounted investees, excluding Foundry investees1   3       2       1  
        Purchase accounting effect on asset sale   5       —       —  
        Restructuring   14       112       7  
        Share-based compensation   127       117       115  
        Other incidental items2   (4 )     77       39  
        Adjusted EBITDA (Non-GAAP) $ 1,073     $ 1,240     $ 1,252  
        Trailing twelve month adjusted EBITDA (Non-GAAP) $ 4,885     $ 5,064     $ 5,395  
                   
        Additional Information:          
        1. Refer to Table 7 above for further information regarding the results relating to equity-accounted investees.
        2. Excluding from total other incidental items, charges included in depreciation, amortization or impairment reconciling items:
        – other incidental items   4       45       —  
                   
                   
                   
        ($ in millions) Three months ended
          March 30,
        2025        		   December 31,
        2024        		   March 31,
        2024
        Net cash provided by (used for) operating activities $ 565     $ 391     $ 851  
        Net capital expenditures on property, plant and equipment   (138 )     (99 )     (224 )
        Non-GAAP free cash flow $ 427     $ 292     $ 627  
        Trailing twelve month non-GAAP free cash flow $ 1,889     $ 2,089     $ 2,933  
        Trailing twelve month non-GAAP free cash flow as percent of Revenue   15 %     17 %     22 %
                   

      The MIL Network –

  • MIL-OSI: Two Senior Executives Join the Diginex Team to Drive Sustainable Finance Initiatives and strategic M&A

    Source: GlobeNewswire (MIL-OSI)

    LONDON, April 28, 2025 (GLOBE NEWSWIRE) — Diginex Limited (“Diginex”) (NASDAQ: DGNX), a leading impact technology company focused on solving pressing environmental, social, and governance (ESG) challenges, is thrilled to announce the appointment of two senior executives to the Diginex team. This builds off recent news of strategic alliances signed with Russell Bedford International, Forvis Mazars, and Baker Tilly Singapore, marking a significant step for Diginex to support a sustainable and innovation-driven economy.

    Dan Campion was appointed as Diginex’s Global Chief Commercial Officer. With a distinguished career in strategic leadership and business development, Mr. Campion will spearhead Diginex’s efforts to expand its ESG solutions and sustainable finance offerings, reinforcing the Diginex’s commitment to creating a more responsible and resilient global economy.  

    Mr. Campion brings a wealth of experience to Diginex, having held senior leadership roles across multiple industries, including most recently as Global Head of “Markets” Sales at S&P Global. His expertise in navigating complex markets and delivering client-focused solutions aligns seamlessly with Diginex’s mission to empower organizations with cutting-edge tools for sustainability and ethical governance. In his new role, Mr. Campion will oversee Diginex’s global commercial strategy, help to accelerate market penetration, and strengthen Diginex’s position as a trusted partner in ESG and sustainable finance.  

    Lorenzo Romano was appointed as Diginex’s Lead Strategic Advisor on M&A. Mr. Romano is a seasoned banking executive with a distinguished track record in private banking, wealth management, and strategic growth advisory. Formerly Head of Private Banking at EFG Bank, Geneva, Mr. Romano spearheaded key initiatives to elevate client experience and expand the bank’s footprint. Prior to that, Mr. Romano served as Head of Switzerland, Europe, and the Middle East at Syz Bank, where he successfully led cross-border operations and business development across multiple regions. Leveraging over two decades of leadership in the financial sector, Mr. Romano will help to identify and execute accretive transactions across the Sustainability RegTech sector as the Company pursues a strategy of growth through acquisitions to complement the organic growth of its existing product lines.

    “We are delighted to welcome both Dan Campion and Lorenzo Romano to the Diginex team,” said Miles Pelham, Chairman and Founder of Diginex. “Their deep understanding of commercial dynamics and passion for sustainable innovation makes them the ideal leaders to advance our Sustainable RegTech solutions. Their appointments mark an exciting step forward as we continue to support businesses worldwide in achieving their sustainability goals as well as look to grow through accretive M&A transactions.”  

    About Diginex Limited

    Diginex Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software. 

    The award-winning diginexESG platform supports 17 global frameworks, including GRI (the “Global Reporting Initiative”), SASB (the “Sustainability Accounting Standards Board”), and TCFD (the “Task Force on Climate-related Financial Disclosures”). Clients benefit from end-to-end support, ranging from materiality assessments and data management to stakeholder engagement, report generation and an ESG Ratings Support Service.

    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. 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. 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 disclosed in the Company’s filings with the SEC.

    For investor and media inquiries, please contact:

    Diginex
    Investor Relations
    Email: ir@diginex.com  

    IR Contact – Europe
    Anna Höffken
    Phone: +49.40.609186.0
    Email: diginex@kirchhoff.de

    IR Contact – US
    Kincade Ayers
    Lambert by LLYC
    Phone: +1 (616) 258-5794
    Email: kincade.ayers@llyc.global

    IR Contact – Asia
    Shelly Cheng
    Strategic Public Relations Group Ltd.
    Phone: +852 2864 4857
    Email: sprg_diginex@sprg.com.hk

    The MIL Network –

  • MIL-OSI: Turtle Beach Corporation to Report First Quarter 2025 Financial Results on Thursday, May 8, 2025

    Source: GlobeNewswire (MIL-OSI)

    WHITE PLAINS, N.Y., April 28, 2025 (GLOBE NEWSWIRE) — Turtle Beach Corporation (Nasdaq: TBCH) a leading gaming headset and accessories brand, today announced it will report financial results for the first quarter 2025 on Thursday, May 8, 2025, after the close of trading on the Nasdaq Stock Market.

    The Company will also host a conference call and audio webcast at 5:00p.m. ET / 2:00p.m. PT that same day to review the results. The call will be hosted by Cris Keirn, Chief Executive Officer, and Mark Weinswig, Chief Financial Officer.

    Conference Call Information
    The live webcast of the call will be available on the “Events & Presentations” page of the Company’s website at corp.turtlebeach.com. Interested individuals may also join by dialing 1-877-407-0792 or 1-201-689-8263. To avoid delays, participants are encouraged to dial into the conference call 15-minutes ahead of the scheduled start time.

    A telephone replay of the call will be available through May 22, 2025, and can be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and entering passcode 13752645. A replay of the webcast will also be available on the investor relations website for a limited time.

    About Turtle Beach Corporation

    Turtle Beach Corporation (the “Company”) (corp.turtlebeach.com) is one of the world’s leading gaming accessory providers. The Company’s namesake Turtle Beach brand (www.turtlebeach.com) is known for designing best-selling gaming headsets, top-rated game controllers, award-winning PC gaming peripherals, and groundbreaking gaming simulation accessories. Innovation, first-to-market features, a broad range of products for all types of gamers, and top-rated customer support have made Turtle Beach a fan-favorite brand and the market leader in console gaming audio for over a decade. Turtle Beach Corporation acquired Performance Designed Products (www.pdp.com) in 2024. Turtle Beach’s shares are traded on the Nasdaq Exchange under the symbol: TBCH.

    Cautionary Note on Forward-Looking Statements
    This press release includes forward-looking information and statements within the meaning of the federal securities laws. Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding assumptions, projections, expectations, targets, intentions, or beliefs about future events. Statements containing the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”, “project”, “intend” and similar expressions, or the negatives thereof, constitute forward-looking statements. Forward-looking statements are only predictions and are not guarantees of performance. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved. Forward-looking statements are based on management’s current beliefs and expectations, as well as assumptions made by, and information currently available to, management.

    While the Company believes that its expectations are based upon reasonable assumptions, there can be no assurances that its goals and strategy will be realized. Numerous factors, including risks and uncertainties, may affect actual results and may cause results to differ materially from those expressed in forward-looking statements made by the Company or on its behalf. Some of these factors include, but are not limited to, risks related to macroeconomic conditions affecting the demand for our products, logistic and supply chain challenges and costs, dependence on the success and availability of third-parties to manufacturer and manage the logistics of transporting and distributing our products, the substantial uncertainties inherent in the acceptance of existing and future products, the difficulty of commercializing and protecting new technology, the impact of competitive products and pricing, general business and economic conditions, risks associated with the expansion of our business including the integration of any businesses we acquire and the integration of such businesses within our internal control over financial reporting and operations, our indebtedness, liquidity, and other factors discussed in our public filings, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and the Company’s other periodic reports filed with the Securities and Exchange Commission. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, the Company is under no obligation to publicly update or revise any forward-looking statement after the date of this release whether as a result of new information, future developments or otherwise.

    CONTACTS

    Investors:
    tbch@icrinc.com
    (646) 277-1285

    Public Relations & Media:
    MacLean Marshall
    Sr. Director, Global Communications
    Turtle Beach Corporation
    (858) 914-5093
    maclean.marshall@turtlebeach.com

    The MIL Network –

  • MIL-OSI: Powell Max Limited Announces 2024 Audited Financial Results

    Source: GlobeNewswire (MIL-OSI)

    HONG KONG, April 28, 2025 (GLOBE NEWSWIRE) — Powell Max Limited (Nasdaq: PMAX) (the “Company” or “Powell Max”), a financial communications services provider headquartered in Hong Kong, today announced the audited financial results of the Company and its subsidiary for the financial year ended December 31, 2024.

    Overview:

    • Revenue was HK$36.5 million (US$4.7 million) for the year ended December 31, 2024, representing a decrease of 25.7% for the year ended December 31, 2023.
    • Net loss was HK$18.1 million (US$2.3 million) for the year ended December 31, 2024, as compared with the profit for the year of HK$7.1 million for the year ended December 31, 2023.

    Financial Results for the year ended December 31, 2024

    Revenue. Revenue decreased by 25.7% from HK$49.1 million for the year ended December 31, 2023 to HK$36.5 million (US$4.7 million) for the year ended December 31, 2024, which was mainly due to the decrease in both the revenue from corporate financial communications services and IPO financial printing services.

    General and administrative expenses. General and administrative expenses increased by 1.28 times from HK$10.9 million for the year ended December 31, 2023 to HK$24.9 million (US$3.2 million) for the year ended December 31, 2024, which was mainly due to the incurrence of issuance expenses (which consisted of professional fee and related expenses relating to the equity line of credit under standby equity purchase agreement entered into with YA II PN, Ltd. on November 21, 2024), an increase in professional services fees and an increase in employee benefits expense.

    Selling and distribution expenses. Selling and distribution expenses increased by 55.6% from HK$4.5 million for the year ended December 31, 2023 to HK$7.0 million (US$0.9 million) for the year ended December 31, 2024, which was mainly due to an increase in the number of staff in our sales team and an increase in other expenses on business development and marketing. In light of the reduction of capital market activities in Hong Kong, we have allocated extra resources on sales and marketing with the view to maintain our market presence.

    Net loss. Net loss for the year ended December 31, 2024 was HK$18.1 million (US$2.3 million), as compared with the profit for the year of HK$7.1 million for the year ended December 31, 2023.

    Basic and diluted loss per share. Basic and diluted loss per share was HK$1.37 (US$0.18) per ordinary share for the year ended December 31, 2024, as compared to a basic and diluted earning per share of HK$0.56 per ordinary share for the year ended December 31, 2023.

    About Powell Max Limited

    Powell Max Limited is a financial communications services provider headquartered in Hong Kong. The Company engages in the provision of financial communications services that support capital market compliance and transaction needs for corporate clients and their advisors in Hong Kong. Its financial communications services cover a full range of financial printing, corporate reporting, communications and language support services from inception to completion, including typesetting, proofreading, translation, design, printing, electronic reporting, newspaper placement and distribution. The Company’s clients consist of domestic and international companies listed in Hong Kong, together with companies who are seeking to list in Hong Kong, as well as their advisors.

    Exchange Rate Information

    The Company is a holding company with operations conducted in Hong Kong through JAN Financial Press Limited and Miracle Media Production Limited (which was acquired after the reporting period), its direct wholly-owned operating subsidiaries. The operating subsidiaries’ reporting currency is Hong Kong dollars. Unless otherwise noted, all translations from Hong Kong dollars to United States Dollars in this press release were calculated the noon middle rate of US$1 — HK$7.7677, as published in the H.10 statistical release of the Board of Governors of the Federal Reserve System on December 31, 2024, respectively. No representation is made that the HK$ amount represents or could have been, or could be, converted, realized or settled into US$ at that rate, or at any other rate.

    Forward-Looking Statements

    This press release contains certain forward-looking statements. Words such as “will,” future,” “expects,” “believes,” and “intends,” or similar expressions, are intended to identify forward-looking statements. Forward-looking statements are subject to inherent uncertainties in predicting future results and conditions. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

    Rounding Amounts and Percentages

    Certain amounts and percentages included in this press release have been rounded for ease of presentation. Percentage figures included in this press release have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding.

    For investor and media inquiries, please contact:

    Company Info:

    Powell Max Limited
    Investor Relations
    ir@janfp.com
    (852) 2158 2888

    POWELL MAX LIMITED AND ITS SUBSIDIARY
    CONSOLIDATED STATEMENTS OF FINANCIAL POSITION    		  
       
        As of December 31  
        2023     2024  
        HK$     HK$     US$  
    ASSETS                  
    Non-current assets                  
    Property, plant and equipment     5,819,230       4,253,686       547,612  
    Total non-current assets     5,819,230       4,253,686       547,612  
                             
    Current assets                        
    Trade and other receivables     13,510,032       16,096,160       2,072,191  
    Cash and bank balances     3,660,213       42,222,014       5,435,588  
    Total current assets     17,170,245       58,318,174       7,507,779  
                             
    Total assets     22,989,475       62,571,860       8,055,391  
                             
    LIABILITIES AND EQUITY                        
    Current liabilities                        
    Trade and other payables     27,376,032       12,990,458       1,672,368  
    Contract liabilities     1,524,761       1,310,435       168,703  
    Bank borrowings     4,767,829       3,845,863       495,110  
    Lease liabilities     3,361,230       1,376,122       177,159  
    Derivative     —       6,756,516       869,822  
    Convertible promissory notes     —       13,860,647       1,784,395  
    Total current liabilities     37,029,852       40,140,041       5,167,557  
                             
    Non-current liabilities                        
    Trade and other payables     150,000       150,000       19,311  
    Lease liabilities     1,122,591       1,014,182       130,564  
    Total non-current liabilities     1,272,591       1,164,182       149,875  
                             
    Total liabilities     38,302,443       41,304,223       5,317,432  
                             
    Equity attributable to owners of the Company                        
    Share capital     9,750       11,457       1,475  
    Accumulated losses     (15,680,728 )     (33,754,822 )     (4,345,537 )
    Reserves     358,010       55,011,002       7,082,021  
    Total equity     (15,312,968 )     21,267,637       2,737,959  
                             
    Total liabilities and equity     22,989,475       62,571,860       8,055,391  
     
    POWELL MAX LIMITED AND ITS SUBSIDIARY
    CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
    AND OTHER COMPREHENSIVE INCOME
     
        Year ended December 31,  
        2022     2023     2024  
        HK$     HK$     HK$     US$  
    Revenue     37,772,821       49,121,839       36,461,260       4,693,958  
    Cost of sales     (22,217,680 )     (25,238,821 )     (22,081,030 )     (2,842,673 )
    Gross profit     15,555,141       23,883,018       14,380,230       1,851,285  
                                     
    Other income and gain     1,851,815       54,116       1,952,986       251,425  
    General and administrative expenses     (10,723,611 )     (10,862,255 )     (24,854,036 )     (3,199,665 )
    Selling and distribution expenses     (5,250,421 )     (4,530,134 )     (7,049,538 )     (907,545 )
    Allowance of expected credit loss – trade receivables     (841,051 )     (914,788 )     (488,640 )     (62,908 )
                                     
    Profit/(Loss) from operations     591,873       7,629,957       (16,058,998 )     (2,067,408 )
    Finance costs     (690,476 )     (550,714 )     (2,015,096 )     (259,418 )
                                     
    (Loss)/Profit before income tax     (98,603 )     7,079,243       (18,074,094 )     (2,326,826 )
    Income tax expense     —       —       —       —  
    (Loss)/Profit for the year     (98,603 )     7,079,243       (18,074,094 )     (2,326,826 )
                                     
    Other comprehensive (loss)/income:                                
    Exchange differences on foreign currency translations     25,138       (47,378 )     48,424       6,234  
    Total comprehensive (loss)/income for the year     (73,465 )     7,031,865       (18,025,670 )     (2,320,592 )
                                     
    (Loss)/Earnings per share attributable to owners of the Company                                
    Basic and diluted     (0.01 )     0.56       (1.37 )     (0.18 )
                                     
    Weighted average number of ordinary shares                                
    Basic and diluted     12,500,000       12,500,000       13,178,314       13,178,314  

    The MIL Network –

  • MIL-OSI: Transocean Ltd. Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

      Three months ended         Three months ended      
      March 31,   December 31,   sequential   March 31,   year-over-year
      2025   2024   change   2024   change
    (In millions, except per share amounts, percentages and backlog)                            
    Contract drilling revenues $ 906     $ 952     $ (46 )   $ 763     $ 143  
    Revenue efficiency (1)   95.5 %     93.5 %           92.9 %      
    Operating and maintenance expense $ 618     $ 579     $ (39 )   $ 523     $ (95 )
    Net income (loss) attributable to controlling interest $ (79 )   $ 7     $ (86 )   $ 98     $ (177 )
    Basic earnings (loss) per share $ (0.09 )   $ 0.01     $ (0.10 )   $ 0.12     $ (0.21 )
    Diluted earnings (loss) per share $ (0.11 )   $ (0.11 )   $ —     $ 0.11     $ (0.22 )
                                 
    Adjusted EBITDA $ 244     $ 323     $ (79 )   $ 199     $ 45  
    Adjusted EBITDA margin   26.9 %     33.9 %           26.0 %      
    Adjusted net income (loss) $ (65 )   $ 27     $ (92 )   $ (22 )   $ (43 )
    Adjusted diluted loss per share $ (0.10 )   $ (0.09 )   $ (0.01 )   $ (0.03 )   $ (0.07 )
                                 
                                 
    Backlog as of the April 2025 Fleet Status Report $ 7.9  billion      
                                 

    STEINHAUSEN, Switzerland, April 28, 2025 (GLOBE NEWSWIRE) — Transocean Ltd. (NYSE: RIG) today reported a net loss attributable to controlling interest of $79 million, or loss of $0.11 per diluted share, for the three months ended March 31, 2025.

    First quarter results included $14 million, $0.01 per diluted share, for unfavorable discrete tax items, net. After consideration of these discrete items, first quarter 2025 adjusted net loss was $65 million, or loss of $0.10 per diluted share.

    Contract drilling revenues for the three months ended March 31, 2025, decreased sequentially by $46 million to $906 million, primarily due to lower revenues generated by one rig that was undergoing contract preparation and mobilization activities during the quarter, lower revenues generated by one rig that was idle in between contracts and two fewer days in the quarter, partially offset by higher revenue efficiency and average daily revenues across the fleet.

    Operating and maintenance expense was $618 million, compared with $579 million in the prior quarter. The sequential increase was the result of an unfavorable legal outcome in the first quarter, a favorable legal settlement in the fourth quarter and increased costs related to a rig in shipyard, partially offset by lower in-service maintenance costs across our fleet.

    General and administrative expense was $50 million, down from $56 million in the fourth quarter due primarily to decreased legal and professional fees.

    Interest expense was $152 million in the first and fourth quarter, excluding the favorable adjustment of $36 million and $61 million, respectively, for the fair value of the bifurcated exchange feature related to the 4.625% exchangeable bonds. Interest income was $8 million, compared to $10 million in the prior quarter.

    The Effective Tax Rate(2) was (95.8)%, down from 89.0% in the prior quarter. The decrease was primarily due to lower operating income in the current quarter compared to the prior quarter. The Effective Tax Rate excluding discrete items was (62.3)% compared to 56.7% in the previous quarter.  In the first quarter, cash paid for taxes was $13 million.

    Cash provided by operating activities was $26 million during the first quarter of 2025, representing a decrease of $180 million compared to the prior quarter. The sequential decrease was in large part due to reduced collections from customers and increased payroll-related payments that regularly occur in the first quarter of each year.

    First quarter 2025 capital expenditures of $60 million, compared to $29 million in the prior quarter, were related to capital upgrades for certain rigs in our fleet.

    “The Transocean team delivered a solid quarter, with an adjusted EBITDA of $244 million on revenues of $906 million,” said Chief Executive Officer, Jeremy Thigpen. “We also improved our balance sheet with the repayment of $210 million in outstanding debt.”

    Thigpen concluded, “While uncertain macroeconomic conditions have resulted in near-term market volatility, including commodity prices, Transocean is very well-positioned to navigate this evolving landscape. In addition to continuing to deliver strong operating performance across our highly contracted fleet, we remain engaged in constructive conversations with our customers on opportunities several years in the future.”

    Non-GAAP Financial Measures

    We present our operating results in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). We believe certain financial measures, such as EBITDA, Adjusted EBITDA, Adjusted Net Income and Free Cash Flow, which are non-GAAP measures, provide users of our financial statements with supplemental information that may be useful in evaluating our operating performance. We believe that such non-GAAP measures, when read in conjunction with our operating results presented under U.S. GAAP, can be used to better assess our performance from period to period and relative to performance of other companies in our industry, without regard to financing methods, historical cost basis or capital structure. Such non-GAAP measures should be considered as a supplement to, and not as a substitute for, financial measures prepared in accordance with U.S. GAAP.

    All non-GAAP measure reconciliations to the most comparative U.S. GAAP measures are displayed in quantitative schedules on the company’s website at: www.deepwater.com.

    About Transocean

    Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services, and operates the highest specification floating offshore drilling fleet in the world.

    Transocean owns or has partial ownership interests in and operates a fleet of 34 mobile offshore drilling units, consisting of 26 ultra-deepwater floaters and eight harsh environment floaters.

    For more information about Transocean, please visit: www.deepwater.com.

    Conference Call Information

    Transocean will conduct a teleconference starting at 10 a.m. EDT, 4 p.m. CEST, on Tuesday, April 29, 2025, to discuss the results. To participate, dial +1 785-424-1619 and refer to conference code 119877 approximately 15 minutes prior to the scheduled start time.

    The teleconference will be simulcast in a listen-only mode at: www.deepwater.com, by selecting Investors, News, and Webcasts. Supplemental materials that may be referenced during the teleconference will be available at: www.deepwater.com, by selecting Investors, Financial Reports.

    A replay of the conference call will be available after 1 p.m. EDT, 7 p.m. CEST, on Tuesday, April 29, 2025. The replay, which will be archived for approximately 30 days, can be accessed at +1 402-220-7202, passcode 119877. The replay will also be available on the company’s website.

    Forward-Looking Statements

    The statements described herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements could contain words such as “possible,” “intend,” “will,” “if,” “expect,” or other similar expressions. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations, planned shipyard projects and other out-of-service time, sales of drilling units, timing of the company’s newbuild deliveries, operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the fluctuation of current and future prices of oil and gas, the global and regional supply and demand for oil and gas, the intention to scrap certain drilling rigs, the success of our business following prior acquisitions, the effects of the spread of and mitigation efforts by governments, businesses and individuals related to contagious illnesses, and other factors, including those and other risks discussed in the company’s most recent Annual Report on Form 10-K for the year ended December 31, 2024, and in the company’s other filings with the SEC, which are available free of charge on the SEC’s website at: www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law.

    This press release, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”) or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of Transocean and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Transocean.

    Notes

    (1)   Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations. See the accompanying schedule entitled “Revenue Efficiency.”
         
    (2)   Effective Tax Rate is defined as income tax expense or benefit divided by income or loss before income taxes. See the accompanying schedule entitled “Supplemental Effective Tax Rate Analysis.”
         

    Analyst Contact:
    Alison Johnson
    +1 713-232-7214

    Media Contact:
    Pam Easton
    +1 713-232-7647

     
    TRANSOCEAN LTD. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In millions, except per share data)
    (Unaudited)
     
      Three months ended
      March 31, 
      2025   2024
               
    Contract drilling revenues $ 906     $ 763  
               
    Costs and expenses          
    Operating and maintenance   618       523  
    Depreciation and amortization   176       185  
    General and administrative   50       52  
        844       760  
               
    Gain (loss) on disposal of assets, net   2       (6 )
    Operating income (loss)   64       (3 )
               
    Other income (expense), net          
    Interest income   8       15  
    Interest expense, net of amounts capitalized   (116 )     (117 )
    Other, net   4       12  
        (104 )     (90 )
    Loss before income tax expense (benefit)   (40 )     (93 )
    Income tax expense (benefit)   39       (191 )
               
    Net income (loss)   (79 )     98  
    Net income attributable to noncontrolling interest   —       —  
    Net income (loss) attributable to controlling interest $ (79 )   $ 98  
               
    Earnings (loss) per share          
    Basic $ (0.09 )   $ 0.12  
    Diluted $ (0.11 )   $ 0.11  
               
    Weighted-average shares outstanding          
    Basic   883       819  
    Diluted   958       955  
     
     TRANSOCEAN LTD. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In millions, except share data)
    (Unaudited)
     
      March 31,   December 31,
      2025   2024
    Assets          
    Cash and cash equivalents $ 263     $ 560  
    Accounts receivable, net of allowance of $2 at March 31, 2025 and December 31, 2024   551       564  
    Materials and supplies, net of allowance of $184 and $178 at March 31, 2025 and December 31, 2024, respectively   453       439  
    Assets held for sale   344       343  
    Restricted cash and cash equivalents   428       381  
    Other current assets   165       165  
    Total current assets   2,204       2,452  
               
    Property and equipment   22,460       22,417  
    Less accumulated depreciation   (6,746 )     (6,586 )
    Property and equipment, net   15,714       15,831  
               
    Deferred tax assets, net   50       45  
    Other assets   1,051       1,043  
    Total assets $ 19,019     $ 19,371  
               
    Liabilities and equity          
    Accounts payable $ 273     $ 255  
    Accrued income taxes   24       31  
    Debt due within one year   712       686  
    Other current liabilities   647       691  
    Total current liabilities   1,656       1,663  
               
    Long-term debt   5,936       6,195  
    Deferred tax liabilities, net   519       499  
    Other long-term liabilities   697       729  
    Total long-term liabilities   7,152       7,423  
               
    Commitments and contingencies          
               
    Shares, $0.10 par value, 1,057,879,029 authorized, 141,262,093 conditionally authorized, 940,828,901 issued          
    and 883,261,456 outstanding at March 31, 2025, and $0.10 par value, 1,057,879,029 authorized,          
    141,262,093 conditionally authorized, 940,828,901 issued and 875,830,772 outstanding at December 31, 2024   88       87  
    Additional paid-in capital   14,887       14,880  
    Accumulated deficit   (4,624 )     (4,545 )
    Accumulated other comprehensive loss   (141 )     (138 )
    Total controlling interest shareholders’ equity   10,210       10,284  
    Noncontrolling interest   1       1  
    Total equity   10,211       10,285  
    Total liabilities and equity $ 19,019     $ 19,371  
     
    TRANSOCEAN LTD. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In millions)
    (Unaudited)
     
      Three months ended
      March 31,
      2025   2024
    Cash flows from operating activities          
    Net income (loss) $ (79 )   $ 98  
    Adjustments to reconcile to net cash provided by (used in) operating activities:          
    Amortization of contract intangible asset   —       4  
    Depreciation and amortization   176       185  
    Share-based compensation expense   8       11  
    (Gain) loss on disposal of assets, net   (2 )     6  
    Amortization of debt-related balances, net   13       13  
    Gain on adjustment to bifurcated compound exchange feature   (36 )     (10 )
    Loss on impairment of investment in unconsolidated affiliates   —       1  
    Deferred income tax expense (benefit)   15       (164 )
    Other, net   4       —  
    Changes in deferred revenues, net   (38 )     77  
    Changes in deferred costs, net   (12 )     (38 )
    Changes in other operating assets and liabilities, net   (23 )     (269 )
    Net cash provided by (used in) operating activities   26       (86 )
               
    Cash flows from investing activities          
    Capital expenditures   (60 )     (83 )
    Investment in loan to unconsolidated affiliate   —       (2 )
    Proceeds from disposal of assets, net of costs to sell   2       44  
    Net cash used in investing activities   (58 )     (41 )
               
    Cash flows from financing activities          
    Repayments of debt   (210 )     (151 )
    Other, net   (8 )     (1 )
    Net cash used in financing activities   (218 )     (152 )
               
    Net decrease in unrestricted and restricted cash and cash equivalents   (250 )     (279 )
    Unrestricted and restricted cash and cash equivalents, beginning of period   941       995  
    Unrestricted and restricted cash and cash equivalents, end of period $ 691     $ 716  
                       
    TRANSOCEAN LTD. AND SUBSIDIARIES
    FLEET OPERATING STATISTICS
                       
                       
        Three months ended
        March 31,   December 31,   March 31,
    Contract Drilling Revenues (in millions)   2025   2024   2024
    Ultra-deepwater floaters   $ 658   $ 675   $ 569
    Harsh environment floaters     248     277     194
    Total contract drilling revenues   $ 906   $ 952   $ 763
        Three months ended
        March 31,   December 31,   March 31,
    Average Daily Revenue (1)   2025   2024   2024
    Ultra-deepwater floaters   $ 443,600   $ 428,200   $ 422,900
    Harsh environment floaters     443,600     452,600     367,900
    Total fleet average daily revenue   $ 443,600   $ 434,700   $ 408,200
          Three months ended
          March 31,   December 31,   March 31,
    Revenue Efficiency (2)     2025   2024   2024
    Ultra-deepwater floaters     94.3 %   92.0 %   92.7 %
    Harsh environment floaters     99.3 %   97.6 %   93.3 %
    Total fleet average revenue efficiency     95.5 %   93.5 %   92.9 %
          Three months ended
          March 31,   December 31,   March 31,
    Utilization (3)     2025   2024   2024
    Ultra-deepwater floaters     61.5 %   64.3 %   51.2 %
    Harsh environment floaters     69.5 %   75.0 %   62.0 %
    Total fleet average rig utilization     63.4 %   66.8 %   53.7 %
                         
                         
    (1) Average daily revenue is defined as operating revenues, excluding revenues for contract terminations, reimbursements and contract intangible amortization, earned per operating day. An operating day is defined as a day for which a rig is contracted to earn a dayrate during the firm contract period after operations commence.
                         
    (2) Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations.
                         
    (3) Rig utilization is defined as the total number of operating days divided by the total number of rig calendar days in the measurement period, expressed as a percentage.
         
    TRANSOCEAN LTD. AND SUBSIDIARIES
    NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
    ADJUSTED NET INCOME (LOSS) AND ADJUSTED DILUTED EARNINGS (LOSS) PER SHARE
    (in millions, except per share data)
         
         
      YTD
      03/31/25
    Adjusted Net Loss    
    Net loss attributable to controlling interest, as reported $ (79 )
    Discrete tax items   14  
    Net loss, as adjusted $ (65 )
         
    Adjusted Diluted Loss Per Share:    
    Diluted loss per share, as reported $ (0.11 )
    Discrete tax items   0.01  
    Diluted loss per share, as adjusted $ (0.10 )
        YTD   QTD   YTD   QTD   YTD   QTD   YTD
        12/31/24   12/31/24   09/30/24   09/30/24   06/30/24   06/30/24   03/31/24
    Adjusted Net Income (Loss)                                          
    Net income (loss) attributable to controlling interest, as reported   $ (512 )   $ 7     $ (519 )   $ (494 )   $ (25 )   $ (123 )   $ 98  
    Loss on impairment of assets, net of tax     755       —       755       617       138       138       —  
    Loss on impairment of investment in unconsolidated affiliates     5       —       5       —       5       4       1  
    Gain on retirement of debt     (161 )     —       (161 )     (21 )     (140 )     (140 )     —  
    Discrete tax items     (141 )     20       (161 )     (38 )     (123 )     (2 )     (121 )
    Net income (loss), as adjusted   $ (54 )   $ 27     $ (81 )   $ 64     $ (145 )   $ (123 )   $ (22 )
                                               
    Adjusted Diluted Earnings (Loss) Per Share:                                          
    Diluted earnings (loss) per share, as reported   $ (0.76 )   $ (0.11 )   $ (0.65 )   $ (0.58 )   $ (0.03 )   $ (0.15 )   $ 0.11  
    Loss on impairment of assets, net of tax     0.82       —       0.82       0.64       0.17       0.17       —  
    Loss on impairment of investment in unconsolidated affiliates     0.01       —       0.01       —       —       —       —  
    Gain on retirement of debt     (0.18 )     —       (0.18 )     (0.02 )     (0.17 )     (0.17 )     —  
    Discrete tax items     (0.15 )     0.02       (0.18 )     (0.04 )     (0.15 )     —       (0.14 )
    Diluted earnings (loss) per share, as adjusted   $ (0.26 )   $ (0.09 )   $ (0.18 )   $ —     $ (0.18 )   $ (0.15 )   $ (0.03 )
         
    TRANSOCEAN LTD. AND SUBSIDIARIES
    NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
    ADJUSTED CONTRACT DRILLING REVENUES
    EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION AND RELATED MARGINS
    (in millions, except percentages)
         
         
      YTD
      03/31/25
         
    Contract drilling revenues $ 906  
         
    Net loss $ (79 )
    Interest expense, net of interest income   108  
    Income tax expense   39  
    Depreciation and amortization   176  
    EBITDA   244  
         
    Adjusted EBITDA $ 244  
         
         
    Loss margin   (8.7 )%
    EBITDA margin   26.9 %
    Adjusted EBITDA margin   26.9 %
                                               
        YTD   QTD   YTD   QTD   YTD   QTD   YTD
        12/31/24   12/31/24   09/30/24   09/30/24   06/30/24   06/30/24   03/31/24
                                                           
    Contract drilling revenues   $ 3,524     $ 952   $ 2,572     $ 948     $ 1,624     $ 861     $ 763  
    Contract intangible asset amortization     4       —     4       —       4       —       4  
    Adjusted Contract Drilling Revenues   $ 3,528     $ 952   $ 2,576     $ 948     $ 1,628     $ 861     $ 767  
                                                           
    Net income (loss)   $ (512 )   $ 7   $ (519 )   $ (494 )   $ (25 )   $ (123 )   $ 98  
    Interest expense, net of interest income     312       81     231       69       162       60       102  
    Income tax expense (benefit)     (11 )     55     (66 )     (31 )     (35 )     156       (191 )
    Depreciation and amortization     739       180     559       190       369       184       185  
    Contract intangible asset amortization     4       —     4       —       4       —       4  
    EBITDA     532       323     209       (266 )     475       277       198  
                                                           
    Loss on impairment of assets     772       —     772       629       143       143       —  
    Loss on impairment of investment in unconsolidated affiliates     5       —     5       —       5       4       1  
    Gain on retirement of debt     (161 )     —     (161 )     (21 )     (140 )     (140 )     —  
    Adjusted EBITDA   $ 1,148     $ 323   $ 825     $ 342     $ 483     $ 284     $ 199  
                                                           
                                                           
    Profit (loss) margin     (14.5 )%     0.7 %   (20.2 )%     (52.0 )%     (1.5 )%     (14.3 )%     12.9 %
    EBITDA margin     15.1 %     33.9 %   8.1 %     (28.1 )%     29.2 %     32.2 %     25.8 %
    Adjusted EBITDA margin     32.5 %     33.9 %   32.0 %     36.0 %     29.7 %     33.0 %     26.0 %
                                                           
                                                           
                       
                       
    TRANSOCEAN LTD. AND SUBSIDIARIES
    SUPPLEMENTAL EFFECTIVE TAX RATE ANALYSIS
    (in millions, except tax rates)
                       
                       
        Three months ended
        March 31,   December 31,   March 31,
        2025   2024   2024
                       
    Income (loss) before income taxes   $ (40 )   $ 62     $ (93 )
    Loss on impairment of investment in unconsolidated affiliates     —       —       1  
    Adjusted income (loss) before income taxes   $ (40 )   $ 62     $ (92 )
                       
                       
    Income tax expense (benefit)   $ 39     $ 55     $ (191 )
    Loss on impairment of investment in unconsolidated affiliates     —       —       —  
    Changes in estimates (1)     (14 )     (20 )     121  
    Adjusted income tax expense (benefit)   $ 25     $ 35     $ (70 )
                       
    Effective Tax Rate (2)     (95.8 )%     89.0 %     206.0 %
                       
    Effective Tax Rate, excluding discrete items (3)     (62.3 )%     56.7 %     76.9 %
                       
                       
    (1) Our estimates change as we file tax returns, settle disputes with tax authorities, or become aware of changes in laws, operational changes and rig movements that have an effect on our (a) deferred taxes, (b) valuation allowances on deferred taxes and (c) other tax liabilities.
                       
    (2) Our effective tax rate is calculated as income tax expense or benefit divided by income or loss before income taxes.
                       
    (3) Our effective tax rate, excluding discrete items, is calculated as income tax expense or benefit, excluding various discrete items (such as changes in estimates and tax on items excluded from income before income taxes), divided by income or loss before income taxes, excluding gains and losses on sales and similar items pursuant to the accounting standards for income taxes related to estimating the annual effective tax rate.
                                               
    TRANSOCEAN LTD. AND SUBSIDIARIES
    NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
    FREE CASH FLOW AND LEVERED FREE CASH FLOW
    (in millions)
                                               
                                               
                                YTD
                                03/31/25
                                               
    Cash provided by operating activities                                       $ 26  
    Capital expenditures                                         (60 )
    Free Cash Flow                                         (34 )
    Debt repayments                                         (210 )
    Debt repayments, paid from debt proceeds                                         –  
    Levered Free Cash Flow                                       $ (244 )
                                               
                                               
                                               
        YTD   QTD   YTD   QTD   YTD   QTD   YTD
        12/31/24   12/31/24   09/30/24   09/30/24   06/30/24   06/30/24   03/31/24
                                               
    Cash provided by (used in) operating activities   $ 447     $ 206     $ 241     $ 194     $ 47     $ 133     $ (86 )
    Capital expenditures     (254 )     (29 )     (225 )     (58 )     (167 )     (84 )     (83 )
    Free Cash Flow     193       177       16       136       (120 )     49       (169 )
    Debt repayments     (2,103 )     (30 )     (2,073 )     (258 )     (1,815 )     (1,664 )     (151 )
    Debt repayments, paid from debt proceeds     1,748       –       1,748       99       1,649       1,649       –  
    Levered Free Cash Flow   $ (162 )   $ 147     $ (309 )   $ (23 )   $ (286 )   $ 34     $ (320 )
                                               
                                               
                                               
        YTD   QTD   YTD   QTD   YTD   QTD   YTD
        12/31/23   12/31/23   09/30/23   09/30/23   06/30/23   06/30/23   03/31/23
                                               
    Cash provided by (used in) operating activities   $ 164     $ 98     $ 66     $ (44 )   $ 110     $ 157     $ (47 )
    Capital expenditures     (427 )     (220 )     (207 )     (50 )     (157 )     (76 )     (81 )
    Free Cash Flow     (263 )     (122 )     (141 )     (94 )     (47 )     81       (128 )
    Debt repayments     (1,717 )     (10 )     (1,707 )     (139 )     (1,568 )     (4 )     (1,564 )
    Debt repayments, paid from debt proceeds     1,156       –       1,156       –       1,156       –       1,156  
    Levered Free Cash Flow   $ (824 )   $ (132 )   $ (692 )   $ (233 )   $ (459 )   $ 77     $ (536 )

    The MIL Network –

  • MIL-OSI: RBB Bancorp Reports First Quarter 2025 Earnings

    Source: GlobeNewswire (MIL-OSI)

    LOS ANGELES, April 28, 2025 (GLOBE NEWSWIRE) — RBB Bancorp (NASDAQ:RBB) and its subsidiaries, Royal Business Bank (the “Bank”) and RBB Asset Management Company (“RAM”), collectively referred to herein as the “Company,” announced financial results for the quarter ended March 31, 2025.

    First Quarter 2025 Highlights

    • Net income totaled $2.3 million, or $0.13 diluted earnings per share
    • Return on average assets of 0.24%, compared to 0.44% for the quarter ended December 31, 2024
    • Net interest margin expanded to 2.88%, up from 2.76% for the quarter ended December 31, 2024
    • Net loans held for investment growth of $89.8 million, or 12% annualized 
    • Nonperforming assets decreased $16.5 million, or 20.3%, to $64.6 million at March 31, 2025, down from $81.0 million at December 31, 2024
    • Book value and tangible book value per share(1) increased to $28.77 and $24.63 at March 31, 2025, up from $28.66 and $24.51 at December 31, 2024 

    The Company reported net income of $2.3 million, or $0.13 diluted earnings per share, for the quarter ended March 31, 2025, compared to net income of $4.4 million, or $0.25 diluted earnings per share, for the quarter ended December 31, 2024. First quarter of 2025 net income included $6.7 million in pre-tax provision for credit losses mostly related to reducing exposure to nonperforming loans, including higher specific reserves.

    “First quarter net income declined to $2.3 million, or 13 cents per share, as we took decisive action to address our nonperforming loans,” said David Morris, Chief Executive Officer of RBB Bancorp. “We reduced our net exposure to nonperforming loans to $51 million, including specific reserves, or 32% since year end. We remain focused on resolving our nonperforming loans as quickly as possible while minimizing the impact to earnings and capital and we think our actions in the first quarter reflect this.”

    “Our loan production was relatively strong during the first quarter driven by continued execution of our initiatives, which resulted in 12% annualized net loan growth. Our loan prospect pipeline continues to be healthy, and we anticipate loan growth to continue in the second quarter, albeit likely at a more moderate pace,” said Johnny Lee, President of RBB Bancorp and President and Chief Executive Officer of the Bank. “While the market environment is volatile, we have not observed significant signs of financial impact to our clients at this time.”

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

    Net Interest Income and Net Interest Margin

    Net interest income was $26.2 million for the first quarter of 2025, compared to $26.0 million for the fourth quarter of 2024. The $186,000 increase was due to a $2.4 million decrease in interest expense, offset by a $2.2 million decrease in interest income. The decrease in interest income was mostly due to the impact of fewer days in the quarter of $1.2 million and lower average excess liquidity (cash and cash equivalents and investment securities) of $1.5 million. The decrease in interest expense was mostly due to the impact of lower average funding rates of $1.5 million, fewer days in the quarter of $621,000 and lower average interest-bearing liabilities of $336,000. The $1.5 million attributed to lower average funding rates included $1.8 million due to a 29 basis point decrease in the average cost of interest-bearing deposits.

    The net interest margin (“NIM”) was 2.88% for the first quarter of 2025, an increase of 12 basis points from 2.76% for the fourth quarter of 2024. The NIM expansion was due to a 17 basis point decrease in the overall cost of funds, partially offset by a 3 basis point decrease in the yield on average interest-earning assets. The yield on average interest-earning assets decreased to 5.76% for the first quarter of 2025 from 5.79% for the fourth quarter of 2024 due mainly to a decrease in the yield on average cash and cash equivalents of 32 basis points and average loans of 2 basis points, partially offset by the benefit of a change in the mix in average-earning assets. Average loans represented 84% of average interest-earning assets in the first quarter of 2025, as compared to 82% in the fourth quarter of 2024.

    The average cost of funds decreased to 3.15% for the first quarter of 2025 from 3.32% for the fourth quarter of 2024, driven by a 29 basis point decrease in the average cost of interest-bearing deposits, partially offset by a 38 basis point increase in the average cost of borrowings. The average cost of interest-bearing deposits decreased to 3.77% for the first quarter of 2025 from 4.06% for the fourth quarter of 2024. During the first quarter of 2025, $150.0 million in Federal Home Loan Bank (“FHLB”) advances with an average cost of 1.18% matured and were largely replaced with $110.0 million in FHLB advances with various terms at an average rate of 3.88%. The overall funding mix for the first quarter of 2025 remained relatively unchanged from the fourth quarter of 2024 with total deposits representing 90% of the funding mix and average noninterest-bearing deposits representing 17% of average total deposits. The all-in average spot rate for total deposits was 3.06% at March 31, 2025.

    Provision for Credit Losses

    The provision for credit losses was $6.7 million for the first quarter of 2025 compared to $6.0 million for the fourth quarter of 2024. The first quarter of 2025 provision for credit losses was due to an increase in specific reserves of $2.8 million, net charge-offs of $2.6 million and an increase in general reserves of $1.3 million due mainly to net loan growth. The first quarter increase in specific reserves related mostly to two lending relationships. Net charge-offs included $1.4 million related to a bulk sale of $10.8 million in underperforming single-family residential (“SFR”) mortgage loans, of which $6.5 million were on nonaccrual at the end of the year, and $1.2 million related to an $8.8 million loan transferred to other real estate owned (“OREO”) and subsequently sold. Net charge-offs on an annualized basis represented 0.35% of average loans for the first quarter of 2025 compared to 0.26% for the fourth quarter of 2024. The first quarter provision also took into consideration factors such as changes in loan balances, the loan portfolio mix, the outlook for economic conditions and market interest rates, and changes in credit quality metrics, including changes in nonperforming loans, special mention and substandard loans during the period.

    Noninterest Income

    Noninterest income for the first quarter of 2025 was $2.3 million, a decrease of $434,000 from $2.7 million for the fourth quarter of 2024. This decrease was mostly due to the fourth quarter of 2024 including $258,000 of income from a Bank Enterprise Award grant (included in other income) and lower net gain on sale of loans as compared to the fourth quarter of 2024.

    Noninterest Expense

    Noninterest expense for the first quarter of 2025 was $18.5 million, an increase of $873,000 from $17.6 million for the fourth quarter of 2024. This increase was mostly due to higher salaries and employee benefits expense of $716,000 attributed to higher payroll taxes and annual pay increases, which are typically reflected in the first quarter of the year. The annualized noninterest expenses to average assets ratio was 1.90% for the first quarter of 2025, up from 1.76% for the fourth quarter of 2024. The efficiency ratio was 65.1% for the first quarter of 2025, up from 61.5% for the fourth quarter of 2024 due mostly to higher noninterest expense.

    Income Taxes

    The effective tax rate was 28.2% for the first quarter of 2025 and 13.3% for the fourth quarter of 2024. The increase in the effective tax rate for the first quarter was due in part to lower tax credits combined with higher estimated pre-tax net income for the full year of 2025 as compared to the prior quarter.2

    Balance Sheet

    At March 31, 2025, total assets were $4.0 billion, a $16.9 million increase compared to December 31, 2024, and a $131.4 million increase compared to March 31, 2024.

    Loan and Securities Portfolio

    Loans held for investment (“HFI”) totaled $3.1 billion as of March 31, 2025, an increase of $89.8 million, or 12% annualized, compared to December 31, 2024 and an increase of $115.7 million, or 3.8%, compared to March 31, 2024. The first quarter of 2025 net loan growth included $201 million in new production with an average yield of 6.77%. When loan sales, charge-offs, and foreclosures totaling $28.6 million are considered, the annualized first quarter net loan growth rate was 16%. The increase from December 31, 2024 was primarily due to a $51.8 million increase in SFR mortgage loans, a $44.0 million increase in commercial real estate (“CRE”) loans, a $6.0 million increase in commercial and industrial (“C&I”) loans and a $3.4 million increase in Small Business Administration (“SBA”) loans, partially offset by a $14.4 million decrease in construction and land development (“C&D”) loans. The loan to deposit ratio was 98.4% at March 31, 2025, compared to 97.5% at December 31, 2024 and 98.6% at March 31, 2024. 

    As of March 31, 2025, available for sale securities totaled $378.2 million, a decrease of $42.0 million from December 31, 2024, primarily related to the net decrease in short-term commercial paper of $41.4 million due to maturity and purchase activity during the first quarter of 2025. As of March 31, 2025, net unrealized losses totaled $25.0 million, a $4.2 million decrease, when compared to net unrealized losses of $29.2 million as of December 31, 2024.

    Deposits

    Total deposits were $3.1 billion as of March 31, 2025, an increase of $58.8 million, or 7.7% annualized, compared to December 31, 2024 and an increase of $114.3 million, or 3.8%, compared to March 31, 2024. The increase during the first quarter of 2025 was due to a $93.6 million increase in interest-bearing deposits, while noninterest-bearing deposits decreased $34.8 million. The increase in interest-bearing deposits included increases in non-maturity deposits of $58.2 million and time deposits of $35.5 million. Wholesale deposits totaled $158.5 million at March 31, 2025, and $147.5 million at December 31, 2024. Noninterest-bearing deposits totaled $528.2 million and represented 16.8% of total deposits at March 31, 2025 compared to $563.0 million and 18.3% at December 31, 2024.

    Credit Quality

    Nonperforming assets totaled $64.6 million, or 1.61% of total assets, at March 31, 2025, down from $81.0 million, or 2.03% of total assets, at December 31, 2024. The $16.5 million decrease in nonperforming assets was due to sales totaling $20.0 million and payoffs or paydowns of $1.8 million, partially offset by the addition of one $5.3 million CRE loan placed on nonaccrual status in the first quarter of 2025. Nonperforming assets included one $4.2 million OREO (included in “Accrued interest and other assets”) at March 31, 2025, which was a nonaccrual loan at December 31, 2024.

    Special mention loans totaled $64.3 million, or 2.05% of total loans, at March 31, 2025, down from $65.3 million, or 2.14% of total loans, at December 31, 2024. The $1.1 million decrease was primarily due to the upgrade of one $1.7 million CRE loan to a pass-rated loan, offset by the addition of one $578,000 C&I loan. All special mention loans are paying current.

    Substandard loans totaled $76.4 million at March 31, 2025, down from $100.3 million at December 31, 2024. This $24.0 million decrease was primarily due to loan sales totaling $11.7 million, transfers to OREO totaling $12.8 million, of which $8.8 million was subsequently sold during the first quarter of 2025, and payoffs and paydowns totaling $5.4 million, partially offset by the downgrade of two loans totaling $6.2 million. Of the total substandard loans at March 31, 2025, there were $16.0 million on accrual status.

    30-89 day delinquent loans, excluding nonperforming loans, totaled $5.9 million, or 0.19% of total loans, at March 31, 2025, down from $22.1 million, or 0.72% of total loans, at December 31, 2024. The $16.2 million decrease was mostly due to $16.3 million in loans returning to current status, $2.9 million in SFR mortgage loans included in the bulk sale of several underperforming SFR mortgage loans and $398,000 in paydowns and payoffs, offset by $3.5 million in new delinquent loans.3

    As of March 31, 2025, the allowance for credit losses totaled $52.6 million and was comprised of an allowance for loan losses of $51.9 million and a reserve for unfunded commitments of $629,000 (included in “Accrued interest and other liabilities”). This compares to the allowance for credit losses of $48.5 million, comprised of an allowance for loan losses of $47.7 million and a reserve for unfunded commitments of $729,000 at December 31, 2024. The $4.1 million increase in the allowance for credit losses for the first quarter of 2025 was due to a $6.7 million provision for credit losses offset by net charge-offs of $2.6 million. Net charge-offs included $1.4 million related to a bulk sale of $10.8 million in underperforming SFR mortgage loans, of which $6.5 million were on nonaccrual at the end of the year, and $1.2 million related to an $8.8 million loan transferred to OREO and subsequently sold. The allowance for loan losses as a percentage of loans HFI increased to 1.65% at March 31, 2025, compared to 1.56% at December 31, 2024, due to an increase in specific reserves. The allowance for loan losses as a percentage of nonperforming loans HFI was 86% at March 31, 2025, an increase from 68% at December 31, 2024. 

        For the Three Months Ended March 31, 2025  
    (dollars in thousands)   Allowance for
    loan losses    		     Reserve for
    unfunded loan
    commitments    		     Allowance for
    credit losses    		  
    Beginning balance   $ 47,729     $ 729     $ 48,458  
    Provision for (reversal of) credit losses     6,846       (100 )     6,746  
    Less loans charged-off     (2,727 )     —       (2,727 )
    Recoveries on loans charged-off     84       —       84  
    Ending balance   $ 51,932     $ 629     $ 52,561  

    Shareholders’ Equity

    At March 31, 2025, total shareholders’ equity was $510.3 million, a $2.4 million increase compared to December 31, 2024, and a $3.7 million decrease compared to March 31, 2024. The increase in shareholders’ equity for the first quarter of 2025 was due to lower net unrealized losses on available for sale securities of $3.0 million, net income of $2.3 million and equity compensation activity of $43,000, offset by common stock cash dividends paid of $2.9 million. The decrease in shareholders’ equity for the last twelve months was due to common stock repurchases of $19.2 million and dividends paid of $11.6 million on common stock, offset by net income of $20.9 million, lower net unrealized losses on available for sale securities of $3.7 million, and equity compensation activity of $2.5 million. Book value per share and tangible book value per share(1) increased to $28.77 and $24.63 at March 31, 2025, up from $28.66 and $24.51 at December 31, 2024 and up from $27.67 and $23.68 at March 31, 2024.

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

    Corporate Overview

    RBB Bancorp is a community-based financial holding company headquartered in Los Angeles, California. As of March 31, 2025, the Company had total assets of $4.0 billion. Its wholly-owned subsidiary, Royal Business Bank, is a full service commercial bank, which provides consumer and business banking services predominately to the Asian-centric communities in Los Angeles County, Orange County, and Ventura County in California, in Las Vegas, Nevada, in Brooklyn, Queens, and Manhattan in New York, in Edison, New Jersey, in the Chicago neighborhoods of Chinatown and Bridgeport, Illinois, and on Oahu, Hawaii. Bank services include remote deposit, E-banking, mobile banking, commercial and investor real estate loans, business loans and lines of credit, commercial and industrial loans, SBA 7A and 504 loans, 1-4 single family residential loans, trade finance, a full range of depository account products and wealth management services. The Bank has nine branches in Los Angeles County, two branches in Ventura County, one branch in Orange County, California, one branch in Las Vegas, Nevada, three branches and one loan operation center in Brooklyn, three branches in Queens, one branch in Manhattan in New York, one branch in Edison, New Jersey, two branches in Chicago, Illinois, and one branch in Honolulu, Hawaii. The Company’s administrative and lending center is located at 1055 Wilshire Blvd., Los Angeles, California 90017, and its operations center is located at 7025 Orangethorpe Ave., Buena Park, California 90621. The Company’s website address is www.royalbusinessbankusa.com.

    Conference Call

    Management will hold a conference call at 11:00 a.m. Pacific time/2:00 p.m. Eastern time on Tuesday, April 29, 2025, to discuss the Company’s first quarter 2025 financial results.

    To listen to the conference call, please dial 1-888-506-0062 or 1-973-528-0011, the Participant ID code is 534591, conference ID RBBQ125. A replay of the call will be made available at 1-877-481-4010 or 1-919-882-2331, the passcode is 52277, approximately one hour after the conclusion of the call and will remain available through May 13, 2025.

    The conference call will also be simultaneously webcast over the Internet; please visit our Royal Business Bank website at www.royalbusinessbankusa.com and click on the “Investors” tab to access the call from the site. This webcast will be recorded and available for replay on our website approximately two hours after the conclusion of the conference call.

    Disclosure

    This press release contains certain non-GAAP financial disclosures for tangible common equity and tangible assets and adjusted earnings. The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. Please refer to the tables at the end of this release for a presentation of performance ratios in accordance with GAAP and a reconciliation of the non-GAAP financial measures to the GAAP financial measures.

    Safe Harbor

    Certain matters set forth herein (including the exhibits hereto) constitute forward-looking statements relating to the Company’s current business plans and expectations and our future financial position and operating results. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the potential for additional material weaknesses in the Company’s internal controls over financial reporting or other potential control deficiencies of which the Company is not currently aware or which have not been detected; business and economic conditions generally and in the financial services industry, nationally and within our current and future geographic markets, including the tight labor market, ineffective management of the United States (“U.S.”) federal budget or debt or turbulence or uncertainly in domestic or foreign financial markets; the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations; adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, liquidity and regulatory responses to these developments; possible additional provisions for credit losses and charge-offs; credit risks of lending activities and deterioration in asset or credit quality; extensive laws and regulations and supervision that we are subject to, including potential supervisory action by bank supervisory authorities; compliance with the Bank Secrecy Act and other money laundering statutes and regulations; potential goodwill impairment; liquidity risk; failure to comply with debt covenants; fluctuations in interest rates; risks associated with acquisitions and the expansion of our business into new markets; inflation and deflation; real estate market conditions and the value of real estate collateral; the effects of having concentrations in our loan portfolio, including commercial real estate and the risks of geographic and industry concentrations; environmental liabilities; our ability to compete with larger competitors; our ability to retain key personnel; successful management of reputational risk; severe weather, natural disasters, earthquakes, fires, including direct and indirect costs and impacts on clients, the Company and its employees from the January 2025 Los Angeles County wildfires; or other adverse external events could harm our business; geopolitical conditions, including acts or threats of terrorism, actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, including the conflicts between Russia and Ukraine, in the Middle East, and increasing tensions between China and Taiwan, which could impact business and economic conditions in the U.S. and abroad; tariffs, trade policies, and related tensions, which could impact our clients, specific industry sectors, and/or broader economic conditions and financial market; public health crises and pandemics, and their effects on the economic and business environments in which we operate, including our credit quality and business operations, as well as the impact on general economic and financial market conditions; general economic or business conditions in Asia, and other regions where the Bank has operations; failures, interruptions, or security breaches of our information systems; climate change, including any enhanced regulatory, compliance, credit and reputational risks and costs; cybersecurity threats and the cost of defending against them; our ability to adapt our systems to the expanding use of technology in banking; risk management processes and strategies; adverse results in legal proceedings; the impact of regulatory enforcement actions, if any; certain provisions in our charter and bylaws that may affect acquisition of the Company; changes in tax laws and regulations; the impact of governmental efforts to restructure the U.S. financial regulatory system and increased costs of compliance and other risks associated with changes in regulation, including any amendments to the Dodd-Frank Wall Street Reform and Consumer Protection Act; the impact of changes in the Federal Deposit Insurance Corporation (“FDIC”) insurance assessment rate and the rules and regulations related to the calculation of the FDIC insurance assessments; the effect of changes in accounting policies and practices or accounting standards, as may be adopted from time-to-time by bank regulatory agencies, the SEC, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setters; fluctuations in the Company’s stock price; restrictions on dividends and other distributions by laws and regulations and by our regulators and our capital structure; our ability to raise additional capital, if needed, and the potential resulting dilution of interests of holders of our common stock; the soundness of other financial institutions; our ongoing relations with our various federal and state regulators, including the SEC, FDIC, FRB and California Department of Financial Protection and Innovation; our success at managing the risks involved in the foregoing items and all other factors set forth in the Company’s public reports, including its Annual Report as filed under Form 10-K for the year ended December 31, 2024, and particularly the discussion of risk factors within that document. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by law. Any statements about future operating results, such as those concerning accretion and dilution to the Company’s earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ.

    RBB BANCORP AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
    (Dollars in thousands)
     
        March 31,     December 31,     September 30,     June 30,     March 31,  
        2025     2024     2024     2024     2024  
    Assets                                        
    Cash and due from banks   $ 25,315     $ 27,747     $ 26,388     $ 23,313     $ 21,887  
    Interest-earning deposits with financial institutions     213,508       229,998       323,002       229,456       247,356  
    Cash and cash equivalents     238,823       257,745       349,390       252,769       269,243  
    Interest-earning time deposits with financial institutions     600       600       600       600       600  
    Investment securities available for sale     378,188       420,190       305,666       325,582       335,194  
    Investment securities held to maturity     5,188       5,191       5,195       5,200       5,204  
    Loans held for sale     655       11,250       812       3,146       3,903  
    Loans held for investment     3,143,063       3,053,230       3,091,896       3,047,712       3,027,361  
    Allowance for loan losses     (51,932 )     (47,729 )     (43,685 )     (41,741 )     (41,688 )
    Net loans held for investment     3,091,131       3,005,501       3,048,211       3,005,971       2,985,673  
    Premises and equipment, net     24,308       24,601       24,839       25,049       25,363  
    Federal Home Loan Bank (FHLB) stock     15,000       15,000       15,000       15,000       15,000  
    Cash surrender value of bank owned life insurance     60,699       60,296       59,889       59,486       59,101  
    Goodwill     71,498       71,498       71,498       71,498       71,498  
    Servicing assets     6,766       6,985       7,256       7,545       7,794  
    Core deposit intangibles     1,839       2,011       2,194       2,394       2,594  
    Right-of-use assets     26,779       28,048       29,283       30,530       31,231  
    Accrued interest and other assets     87,926       83,561       70,644       63,416       65,608  
    Total assets   $ 4,009,400     $ 3,992,477     $ 3,990,477     $ 3,868,186     $ 3,878,006  
    Liabilities and shareholders’ equity                                        
    Deposits:                                        
    Noninterest-bearing demand   $ 528,205     $ 563,012     $ 543,623     $ 542,971     $ 539,517  
    Savings, NOW and money market accounts     721,216       663,034       666,089       647,770       642,840  
    Time deposits, $250,000 and under     1,000,106       1,007,452       1,052,462       1,014,189       1,083,898  
    Time deposits, greater than $250,000     893,101       850,291       830,010       818,675       762,074  
    Total deposits     3,142,628       3,083,789       3,092,184       3,023,605       3,028,329  
    FHLB advances     160,000       200,000       200,000       150,000       150,000  
    Long-term debt, net of issuance costs     119,624       119,529       119,433       119,338       119,243  
    Subordinated debentures     15,211       15,156       15,102       15,047       14,993  
    Lease liabilities – operating leases     28,483       29,705       30,880       32,087       32,690  
    Accrued interest and other liabilities     33,148       36,421       23,150       16,818       18,765  
    Total liabilities     3,499,094       3,484,600       3,480,749       3,356,895       3,364,020  
    Shareholders’ equity:                                        
    Common stock     260,284       259,957       259,280       266,160       271,645  
    Additional paid-in capital     3,360       3,645       3,520       3,456       3,348  
    Retained earnings     263,885       264,460       262,946       262,518       259,903  
    Non-controlling interest     72       72       72       72       72  
    Accumulated other comprehensive loss, net     (17,295 )     (20,257 )     (16,090 )     (20,915 )     (20,982 )
    Total shareholders’ equity     510,306       507,877       509,728       511,291       513,986  
    Total liabilities and shareholders’ equity   $ 4,009,400     $ 3,992,477     $ 3,990,477     $ 3,868,186     $ 3,878,006  
     
    RBB BANCORP AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (Unaudited)
    (In thousands, except share and per share data) 
     
        For the Three Months Ended  
        March 31, 2025     December 31, 2024     March 31, 2024  
    Interest and dividend income:                        
    Interest and fees on loans   $ 45,621     $ 46,374     $ 45,547  
    Interest on interest-earning deposits     2,014       3,641       5,040  
    Interest on investment securities     4,136       3,962       3,611  
    Dividend income on FHLB stock     330       330       331  
    Interest on federal funds sold and other     235       248       266  
    Total interest and dividend income     52,336       54,555       54,795  
    Interest expense:                        
    Interest on savings deposits, NOW and money market accounts     4,468       4,671       4,478  
    Interest on time deposits     19,084       21,361       23,322  
    Interest on long-term debt and subordinated debentures     1,632       1,660       1,679  
    Interest on FHLB advances     989       886       439  
    Total interest expense     26,173       28,578       29,918  
    Net interest income before provision for credit losses     26,163       25,977       24,877  
    Provision for credit losses     6,746       6,000       —  
    Net interest income after provision for credit losses     19,417       19,977       24,877  
    Noninterest income:                        
    Service charges and fees     1,017       988       992  
    Gain on sale of loans     81       376       312  
    Loan servicing fees, net of amortization     588       492       589  
    Increase in cash surrender value of life insurance     403       407       382  
    Gain on OREO     —       —       724  
    Other income     206       466       373  
    Total noninterest income     2,295       2,729       3,372  
    Noninterest expense:                        
    Salaries and employee benefits     10,643       9,927       9,927  
    Occupancy and equipment expenses     2,407       2,403       2,443  
    Data processing     1,602       1,499       1,420  
    Legal and professional     1,515       1,355       880  
    Office expenses     408       399       356  
    Marketing and business promotion     197       251       172  
    Insurance and regulatory assessments     730       677       982  
    Core deposit premium     172       182       201  
    Other expenses     848       956       588  
    Total noninterest expense     18,522       17,649       16,969  
    Income before income taxes     3,190       5,057       11,280  
    Income tax expense     900       672       3,244  
    Net income   $ 2,290     $ 4,385     $ 8,036  
                             
    Net income per share                        
    Basic   $ 0.13     $ 0.25     $ 0.43  
    Diluted   $ 0.13     $ 0.25     $ 0.43  
    Cash dividends declared per common share   $ 0.16     $ 0.16     $ 0.16  
    Weighted-average common shares outstanding                        
    Basic     17,727,712       17,704,992       18,601,277  
    Diluted     17,770,588       17,796,840       18,666,683  
                             
    RBB BANCORP AND SUBSIDIARIES
    AVERAGE BALANCE SHEET AND NET INTEREST INCOME
    (Unaudited)
     
        For the Three Months Ended  
        March 31, 2025     December 31, 2024     March 31, 2024  
    (tax-equivalent basis,    Average     Interest     Yield /     Average     Interest     Yield /     Average     Interest     Yield /  
      dollars in thousands)   Balance     & Fees     Rate     Balance     & Fees     Rate     Balance     & Fees     Rate  
    Interest-earning assets                                                                        
    Cash and cash equivalents (1)   $ 194,236     $ 2,249       4.70 %   $ 308,455     $ 3,890       5.02 %   $ 364,979     $ 5,306       5.85 %
    FHLB Stock     15,000       330       8.92 %     15,000       330       8.75 %     15,000       331       8.88 %
    Securities                                                                        
    Available for sale (2)     390,178       4,113       4.28 %     361,253       3,939       4.34 %     320,015       3,589       4.51 %
    Held to maturity (2)     5,189       49       3.83 %     5,194       48       3.68 %     5,207       46       3.55 %
    Total loans (3)     3,079,224       45,621       6.01 %     3,059,786       46,374       6.03 %     3,018,423       45,547       6.07 %
    Total interest-earning assets     3,683,827     $ 52,362       5.76 %     3,749,688     $ 54,581       5.79 %     3,723,624     $ 54,819       5.92 %
    Total noninterest-earning assets     260,508                       244,609                       246,341                  
    Total average assets   $ 3,944,335                     $ 3,994,297                     $ 3,969,965                  
                                                                             
    Interest-bearing liabilities                                                                        
    NOW     61,222       321       2.13 %   $ 53,879     $ 254       1.88 %   $ 58,946     $ 298       2.03 %
    Money market     463,443       3,625       3.17 %     463,850       3,735       3.20 %     411,751       3,526       3.44 %
    Saving deposits     155,116       522       1.36 %     162,351       682       1.67 %     157,227       654       1.67 %
    Time deposits, $250,000 and under     989,622       10,046       4.12 %     1,034,946       11,583       4.45 %     1,175,804       13,805       4.72 %
    Time deposits, greater than $250,000     864,804       9,038       4.24 %     835,583       9,778       4.66 %     785,172       9,517       4.88 %
    Total interest-bearing deposits     2,534,207       23,552       3.77 %     2,550,609       26,032       4.06 %     2,588,900       27,800       4.32 %
    FHLB advances     176,833       989       2.27 %     200,000       886       1.76 %     150,000       439       1.18 %
    Long-term debt     119,562       1,295       4.39 %     119,466       1,295       4.31 %     119,180       1,295       4.37 %
    Subordinated debentures     15,175       337       9.01 %     15,121       365       9.60 %     14,957       384       10.33 %
    Total interest-bearing liabilities     2,845,777       26,173       3.73 %     2,885,196       28,578       3.94 %     2,873,037       29,918       4.19 %
    Noninterest-bearing liabilities                                                                        
    Noninterest-bearing deposits     520,145                       539,900                       528,346                  
    Other noninterest-bearing liabilities     66,151                       56,993                       55,795                  
    Total noninterest-bearing liabilities     586,296                       596,893                       584,141                  
    Shareholders’ equity     512,262                       512,208                       512,787                  
    Total liabilities and shareholders’ equity   $ 3,944,335                     $ 3,994,297                     $ 3,969,965                  
    Net interest income / interest rate spreads           $ 26,189       2.03 %           $ 26,003       1.85 %           $ 24,901       1.73 %
    Net interest margin                     2.88 %                     2.76 %                     2.69 %
                                                                             
    Total cost of deposits   $ 3,054,352     $ 23,552       3.13 %   $ 3,090,509     $ 26,032       3.35 %   $ 3,117,246     $ 27,800       3.59 %
    Total cost of funds   $ 3,365,922     $ 26,173       3.15 %   $ 3,425,096     $ 28,578       3.32 %   $ 3,401,383     $ 29,918       3.54 %
    (1 ) Includes income and average balances for interest-earning time deposits and other miscellaneous interest-earning assets.
    (2 ) Interest income and average rates for tax-exempt securities are presented on a tax-equivalent basis.
    (3 ) Average loan balances relate to loans held for investment and loans held for sale and include nonaccrual loans. Interest income on loans includes the effects of discount accretion and net deferred loan origination fees and costs accounted for as yield adjustments.
    RBB BANCORP AND SUBSIDIARIES
    SELECTED FINANCIAL HIGHLIGHTS
    (Unaudited)
     
        At or for the Three Months Ended  
        March 31,     December 31,     March 31,  
        2025     2024     2024  
    Per share data (common stock)                        
    Book value   $ 28.77     $ 28.66     $ 27.67  
    Tangible book value (1)   $ 24.63     $ 24.51     $ 23.68  
    Performance ratios                        
    Return on average assets, annualized     0.24 %     0.44 %     0.81 %
    Return on average shareholders’ equity, annualized     1.81 %     3.41 %     6.30 %
    Return on average tangible common equity, annualized (1)     2.12 %     3.98 %     7.37 %
    Noninterest income to average assets, annualized     0.24 %     0.27 %     0.34 %
    Noninterest expense to average assets, annualized     1.90 %     1.76 %     1.72 %
    Yield on average earning assets     5.76 %     5.79 %     5.92 %
    Yield on average loans     6.01 %     6.03 %     6.07 %
    Cost of average total deposits (2)     3.13 %     3.35 %     3.59 %
    Cost of average interest-bearing deposits     3.77 %     4.06 %     4.32 %
    Cost of average interest-bearing liabilities     3.73 %     3.94 %     4.19 %
    Net interest spread     2.03 %     1.85 %     1.73 %
    Net interest margin     2.88 %     2.76 %     2.69 %
    Efficiency ratio (3)     65.09 %     61.48 %     60.07 %
    Common stock dividend payout ratio     123.08 %     64.00 %     37.21 %
                             
    (1 ) Non-GAAP measure. See Non–GAAP reconciliations set forth at the end of this press release.
    (2 ) Total deposits include non-interest bearing deposits and interest-bearing deposits.
    (3 ) Ratio calculated by dividing noninterest expense by the sum of net interest income before provision for credit losses and noninterest income.
    RBB BANCORP AND SUBSIDIARIES
    SELECTED FINANCIAL HIGHLIGHTS
    (Unaudited)
    (Dollars in thousands)
     
        At or for the quarter ended  
        March 31,     December 31,     March 31,  
        2025     2024     2024  
    Credit Quality Data:                        
    Special mention loans   $ 64,279     $ 65,329     $ 20,580  
    Special mention loans to total loans     2.05 %     2.14 %     0.68 %
    Substandard loans HFI   $ 76,372     $ 89,141     $ 57,170  
    Substandard loans HFS   $ —     $ 11,195     $ —  
    Substandard loans HFI to total loans HFI     2.43 %     2.92 %     1.89 %
    Loans 30-89 days past due, excluding nonperforming loans   $ 5,927     $ 22,086     $ 20,950  
    Loans 30-89 days past due, excluding nonperforming loans, to total loans     0.19 %     0.72 %     0.69 %
    Nonperforming loans HFI   $ 60,380     $ 69,843     $ 35,935  
    Nonperforming loans HFS   $ —     $ 11,195     $ —  
    OREO   $ 4,170     $ —     $ 1,071  
    Nonperforming assets   $ 64,550     $ 81,038     $ 37,006  
    Nonperforming loans HFI to total loans HFI     1.92 %     2.29 %     1.19 %
    Nonperforming assets to total assets     1.61 %     2.03 %     0.95 %
                             
    Allowance for loan losses   $ 51,932     $ 47,729     $ 41,688  
    Allowance for loan losses to total loans HFI     1.65 %     1.56 %     1.38 %
    Allowance for loan losses to nonperforming loans HFI     86.01 %     68.34 %     116.01 %
    Net charge-offs   $ 2,643     $ 2,006     $ 184  
    Net charge-offs to average loans     0.35 %     0.26 %     0.02 %
                             
    Capital ratios (1)                        
    Tangible common equity to tangible assets (2)     11.10 %     11.08 %     11.56 %
    Tier 1 leverage ratio     12.07 %     11.92 %     12.16 %
    Tier 1 common capital to risk-weighted assets     17.87 %     17.94 %     19.10 %
    Tier 1 capital to risk-weighted assets     18.45 %     18.52 %     19.72 %
    Total capital to risk-weighted assets     24.41 %     24.49 %     25.91 %
    (1 ) March 31, 2025 capital ratios are preliminary.
    (2 ) Non-GAAP measure. See Non-GAAP reconciliations set forth at the end of this press release.
    RBB BANCORP AND SUBSIDIARIES
    SELECTED FINANCIAL HIGHLIGHTS
    (Unaudited)
     
    Loan Portfolio Detail   As of March 31, 2025   As of December 31, 2024     As of March 31, 2024  
    (dollars in thousands)   $   %   $     %     $     %  
    Loans:                                          
    Commercial and industrial   $ 135,538   4.3 %   $ 129,585       4.2 %   $ 121,441       4.0 %
    SBA     50,651   1.6 %     47,263       1.5 %     54,677       1.8 %
    Construction and land development     158,883   5.1 %     173,290       5.7 %     198,070       6.5 %
    Commercial real estate (1)     1,245,402   39.6 %     1,201,420       39.3 %     1,178,498       38.9 %
    Single-family residential mortgages     1,545,822   49.2 %     1,494,022       48.9 %     1,463,497       48.4 %
    Other loans     6,767   0.2 %     7,650       0.4 %     11,178       0.4 %
    Total loans (2)   $ 3,143,063   100.0 %   $ 3,053,230       100.0 %   $ 3,027,361       100.0 %
    Allowance for loan losses     (51,932 )       (47,729 )             (41,688 )        
    Total loans, net   $ 3,091,131       $ 3,005,501             $ 2,985,673          
    (1 ) Includes non-farm and non-residential loans, multi-family residential loans and non-owner occupied single family residential loans.
    (2 ) Net of discounts and deferred fees and costs of $808, $488, and $474 as of March 31, 2025, December 31, 2024, and March 31, 2024, respectively.
    Deposits   As of March 31, 2025   As of December 31, 2024     As of March 31, 2024  
    (dollars in thousands)   $   %   $     %     $     %  
    Deposits:                                          
    Noninterest-bearing demand   $ 528,205   16.8 %   $ 563,012       18.3 %   $ 539,517       17.8 %
    Savings, NOW and money market accounts     721,216   22.9 %     663,034       21.5 %     642,840       21.2 %
    Time deposits, $250,000 and under     863,962   27.5 %     882,438       28.6 %     901,738       29.8 %
    Time deposits, greater than $250,000     870,708   27.8 %     827,854       26.8 %     746,611       24.7 %
    Wholesale deposits (1)     158,537   5.0 %     147,451       4.8 %     197,623       6.5 %
    Total deposits   $ 3,142,628   100.0 %   $ 3,083,789       100.0 %   $ 3,028,329       100.0 %
    (1 ) Includes brokered deposits, collateralized deposits from the State of California, and deposits acquired through internet listing services.

    Non-GAAP Reconciliations

    Tangible Book Value Reconciliations

    Tangible book value per share is a non-GAAP disclosure. Management measures tangible book value per share to assess the Company’s capital strength and business performance and believes this is helpful to investors as additional tools for further understanding our performance. The following is a reconciliation of tangible book value to the Company shareholders’ equity computed in accordance with GAAP, as well as a calculation of tangible book value per share as of March 31, 2025, December 31, 2024, and March 31, 2024.

                           
    (dollars in thousands, except share and per share data)   March 31, 2025     December 31, 2024     March 31, 2024  
    Tangible common equity:                        
    Total shareholders’ equity   $ 510,306     $ 507,877     $ 513,986  
    Adjustments                        
    Goodwill     (71,498 )     (71,498 )     (71,498 )
    Core deposit intangible     (1,839 )     (2,011 )     (2,594 )
    Tangible common equity   $ 436,969     $ 434,368     $ 439,894  
    Tangible assets:                        
    Total assets-GAAP   $ 4,009,400     $ 3,992,477     $ 3,878,006  
    Adjustments                        
    Goodwill     (71,498 )     (71,498 )     (71,498 )
    Core deposit intangible     (1,839 )     (2,011 )     (2,594 )
    Tangible assets   $ 3,936,063     $ 3,918,968     $ 3,803,914  
    Common shares outstanding     17,738,628       17,720,416       18,578,132  
    Common equity to assets ratio     12.73 %     12.72 %     13.25 %
    Tangible common equity to tangible assets ratio     11.10 %     11.08 %     11.56 %
    Book value per share   $ 28.77     $ 28.66     $ 27.67  
    Tangible book value per share   $ 24.63     $ 24.51     $ 23.68  

    Return on Average Tangible Common Equity

    Management measures return on average tangible common equity (“ROATCE”) to assess the Company’s capital strength and business performance and believes this is helpful to investors as an additional tool for further understanding our performance. Tangible equity excludes goodwill and other intangible assets (excluding mortgage servicing rights) and is reviewed by banking and financial institution regulators when assessing a financial institution’s capital adequacy. This non-GAAP financial measure should not be considered a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures used by other companies. The following table reconciles ROATCE to its most comparable GAAP measure:

        Three Months Ended  
    (dollars in thousands)   March 31, 2025     December 31, 2024     March 31, 2024  
    Net income available to common shareholders   $ 2,290     $ 4,385     $ 8,036  
    Average shareholders’ equity     512,262       512,208       512,787  
    Adjustments:                        
    Average goodwill     (71,498 )     (71,498 )     (71,498 )
    Average core deposit intangible     (1,951 )     (2,129 )     (2,726 )
    Adjusted average tangible common equity   $ 438,813     $ 438,581     $ 438,563  
    Return on average common equity, annualized     1.81 %     3.41 %     6.30 %
    Return on average tangible common equity, annualized     2.12 %     3.98 %     7.37 %

    The MIL Network –

  • MIL-OSI: Trident Filed 2024 Annual Report on Form 20-F

    Source: GlobeNewswire (MIL-OSI)

    SINGAPORE, April 29, 2025 (GLOBE NEWSWIRE) — Trident Digital Tech Holdings Ltd (“Trident” or the “Company,” NASDAQ: TDTH), a leading catalyst for digital transformation in technology optimization services and Web 3.0 activation based in Singapore, today announced that it has filed its annual report on Form 20-F for the fiscal year ended December 31, 2024 with the Securities and Exchange Commission on April 28, 2025 Eastern Time. The annual report can be accessed on the Company’s investor relations website at https://investors.tridentity.me.

    About Trident
    Trident is a leading catalyst for digital transformation in digital optimization, technology services, and Web 3.0 activation worldwide, based in Singapore. The Company offers commercial and technological digital solutions designed to optimize its clients’ experience with their end-users by promoting digital adoption and self-service.

    Tridentity, the Company’s flagship product, is an innovative and highly secure blockchain-based identity solution designed to provide secure single sign-on authentication capabilities to integrated third-party systems across various industries. Tridentity aims to offer unparalleled security features, ensuring the protection of sensitive information and preventing potential threats, thus promising a new secure era in the global digital landscape in general, and in South Asia etc.

    Beyond Tridentity, the Company’s mission is to become the global leader in Web 3.0 activation, notably connecting businesses to a reliable and secure technological platform, with tailored and optimized customer experiences.

    For Investor/Media Enquiries
    Investor Relations
    Robin Yang, Partner
    ICR, LLC
    Email: investor@tridentity.me
    Phone: +1 (212) 321-0602

    The MIL Network –

  • MIL-Evening Report: How ICE is becoming a secret police force under the Trump administration

    Source: The Conversation (Au and NZ) – By Lee Morgenbesser, Associate Professor, School of Government and International Relations, Griffith University

    Secret police are a quintessential feature of authoritarian regimes. From Azerbaijan’s State Security Service to Zimbabwe’s Central Intelligence Organisation, these agencies typically target political opponents and dissidents through covert surveillance, imprisonment and physical violence.

    In contrast to the regular police and armed forces, secret police primarily use preemptive repression to thwart threats to the government.

    In Nazi Germany, for example, Gestapo informants penetrated all levels of society, producing an atmosphere of distrust among those against Adolf Hitler. In Uganda, Idi Amin’s State Research Bureau employed sophisticated spying equipment and intercepted mail at the post office to root out supposed saboteurs.

    In Syria, Bashar al-Assad relied on the General Intelligence Directorate to oversee a network of torture centres. And in Venezuela, Nicolás Maduro has used the Bolivarian National Intelligence Service (Sebin) to spy on opponents overseas, often running operations out of diplomatic missions.

    Since US President Donald Trump took power in January, Immigration and Customs Enforcement (ICE) has become a far more visible and fearsome force on American streets.

    Though ICE is ostensibly still bound by constitutional limits, the way it has been operating bears the hallmarks of a secret police force in the making.

    As an expert on authoritarian regimes, I’ve studied historical and contemporary secret police forces extensively across Africa, Asia and Europe. They typically meet five criteria:

    • they’re a police force targeting political opponents and dissidents

    • they’re not controlled by other security agencies and answer directly to the dictator

    • the identity of their members and their operations are secret

    • they specialise in political intelligence and surveillance operations

    • they carry out arbitrary searches, arrests, interrogations, indefinite detentions, disappearances and torture.

    How close is ICE to becoming a secret police force? Let’s consider each of these criteria.

    Targeting dissidents

    ICE has used the pretext of combating antisemitism to target dissidents. A branch of the agency previously used to target drug smugglers and human traffickers has reportedly been directed to scan social media for posts sympathetic to Hamas.

    On March 8, ICE arrested the prominent pro-Palestinian activist Mahmoud Khalil, a legal resident. It was a similar story for Rumeysa Ozturk, a university student grabbed off the street on March 25 by ICE agents.

    Trump has cited the Immigration and Nationality Act of 1952 as the legal pretext for ICE’s actions in these cases and others. The law allows the US government to deport anyone whose presence has “adverse foreign policy consequences” for the country.

    Because Khalil and others are being targeted for their activism, legal scholars say the government appears to be “retaliating” against constitutionally protected free speech it disagrees with.

    Directly controlled by a dictator

    While ICE does not report directly to Trump, the agency is controlled by people who have shown intense loyalty to him.

    ICE is part of the Department of Homeland Security, which is overseen by stalwart Trump ally Kristi Noem. She is supported by Tom Homan, a former ICE director who Trump appointed as his “border czar” in November 2024.

    Despite a court order barring the deportations of alleged Venezuelan gang members to a prison in El Salvador, Homan has remained defiant:

    We are not stopping. I don’t care what the judges think.

    The pertinent question now is whether Noem or Homan would refuse to follow a dictate from Trump in the face of a direct court order.

    Opaque operations

    ICE agents are increasingly operating in secret. The individuals who took Ozturk off the street in a widely shared video claimed to be police officers, even though they were in plain clothes and face marks.

    Similarly, ICE agents in plain clothes detained two men during a raid on a courthouse in Charlottesville, Virginia, on April 22. When two bystanders asked to see a warrant, they were ordered not to “impede” the agents’ lawful duties. ICE later said the two women would be prosecuted.

    Also last week, ICE agents attempted to arrest a man at a Wisconsin courthouse without a warrant. After a judge intervened, she was arrested herself by the FBI and charged with two felonies.

    This shroud of opacity has been accompanied by an end to local agency liaison meetings aimed at helping people seek answers to ICE’s actions.

    Surveillance capabilities

    ICE is organised into two distinct law enforcement components, giving it both political intelligence gathering and surveillance capabilities.

    Its Homeland Security Investigations arm includes an intelligence division, while its Enforcement and Removal Operations arm uses third-party companies such as Geo Group, Giant Oak, and Palantir to conduct mass surveillance.

    Most worryingly, ICE is trying to procure greater intelligence and surveillance capabilities by soliciting pitches from private companies to monitor threats across the internet.

    According to a procurement document, contractors would be directed to focus on the backgrounds of social media users and use facial recognition capabilities to gather information on people. Criticisms of ICE itself would be monitored, too.

    Unlawful policing

    There has been a stream of reports exposing how ICE is conducting arbitrary searches, arrests, interrogations, and indefinite detentions.

    Some of the most egregious reported examples include:

    Since Trump’s inauguration, at least three people have died in ICE detention facilities, the latest in a string of fatalities in recent years.

    Prolonged solitary confinement is reportedly widespread. UN experts say this can amount to torture.

    Potentially expanded scope

    Overall, the evidence shows ICE meets most of the criteria for being a secret police force. It has yet to target political opponents, which I define narrowly as members of the Democratic Party. And it is not directly controlled by Trump, although the current structure provides him with plausible deniability.

    While the agency is far from resembling history’s most feared secret police forces, there have so far been few constraints on how it operates.

    The worst may be yet to come. A budget bill making its way through Congress would provide ICE with up to US$175 billion (A$274 billion) in funding over the next decade. (Its current annual budget is US$9 billion, or A$14 billion.) This would supercharge its use of surveillance, imprisonment and physical violence.

    When combined with a potential shift towards targeting US citizens for dissent and disobedience, ICE is fast becoming a key piece in the repressive apparatus of American authoritarianism.

    Lee Morgenbesser does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    – ref. How ICE is becoming a secret police force under the Trump administration – https://theconversation.com/how-ice-is-becoming-a-secret-police-force-under-the-trump-administration-255019

    MIL OSI Analysis – EveningReport.nz –

  • MIL-OSI USA: ICE Denver levies over $8 million in fines on local businesses for employment violations

    Source: US Immigration and Customs Enforcement

    April 28, 2025Denver, CO, United StatesWorksite Enforcement

    DENVER — U.S. immigration and Customs Enforcement issued a notice of intent to fine three local businesses over $8 million following worksite audits that uncovered widespread employment eligibility violations.

    The companies fined include:

    • CCS Denver, Inc. – Fined $6,186,171 after a 100% substantive violation rate and evidence of knowingly hiring and employing at least 87 unauthorized workers.
    • PBC Commercial Cleaning Systems, Inc. – Fined $1,599,510 for a 74% violation rate and a pattern of knowingly employing at least 12 unauthorized workers.
    • Green Management Denver – Fined $270,195 after a 100% violation rate and identification of 44 unauthorized employees.

    ICE Homeland Security Investigations’ worksite enforcement efforts focus on ensuring businesses comply with federal employment laws, primarily through I-9 audits, civil penalties, and criminal prosecution where applicable.

    “The employment of unauthorized workers undermines the integrity of our immigration system and puts law-abiding employers at a disadvantage,” said Special Agent in Charge Steve Cagen. “These penalties reinforce our commitment to uphold the law and promote a culture of compliance.”

    HSI uses a three-prong approach to worksite enforcement:

    1. Compliance – through I-9 inspections, civil fines, and debarment referrals.
    2. Enforcement – through the criminal arrest of employers and administrative arrest of unauthorized workers.
    3. Outreach – through the HSI Mutual Agreement between Government and Employers (IMAGE) program to foster accountability and legal hiring practices.

    MIL OSI USA News –

  • MIL-OSI USA: Nigerian National Sentenced to Prison for International Fraud Scheme that Defrauded Elderly U.S. Victims

    Source: US State of California

    A Nigerian national was sentenced on Friday to 97 months in prison for his role in a transnational inheritance fraud scheme.

    According to court documents, Okezie Bonaventure Ogbata, 36, was a member of a group of fraudsters that sent personalized letters to elderly victims in the United States over the course of several years. The letters falsely claimed that the sender was a representative of a bank in Spain and that the recipient was entitled to receive a multimillion-dollar inheritance left for the recipient by a family member who had died overseas years before. Ogbata and his co-conspirators told a series of lies to victims, including that, before they could receive their purported inheritance, they were required to send money for delivery fees, taxes, and other payments to avoid questioning from government authorities. Ogbata and his co-conspirators collected money victims sent in response to the fraudulent letters through a complex web of U.S.-based former victims, whom the defendants convinced to receive money and forward to the defendants or persons associated with them. Victims who sent money never received any purported inheritance funds. In pleading guilty, Ogbata admitted to defrauding over $6 million from more than 400 victims, many of whom were elderly or otherwise vulnerable.

    “The Justice Department’s Consumer Protection Branch will continue to pursue, prosecute, and bring to justice transnational criminals responsible for defrauding U.S. consumers, wherever they are located,” said Acting Assistant Attorney General Yaakov M. Roth of the Justice Department’s Civil Division. “This case is a testament to the critical role of international collaboration in tackling transnational crime. I want to thank our U.S. law enforcement partners, as well as those who assisted across the globe, including the Portuguese Judicial Police and Public Prosecution Service of Portugal, for their outstanding contributions to this case.”

    “The long arm of the American justice system has no limits when it comes to reaching fraudsters who prey on our nation’s most vulnerable populations, to include the elderly,” said U.S. Attorney Hayden P. Byrne for the Southern District of Florida. “We will not allow transnational criminals to steal money from the public we serve. Individuals who defraud American consumers will be brought to justice, no matter where they are located.”

    “The U.S. Postal Inspection Service (USPIS) has a long history of protecting American citizens from these types of schemes and bringing those responsible to justice,” said Acting Postal Inspector in Charge Steven Hodges of the USPIS Miami Division. “Today’s sentencing is a testament to the dedicated partnership between the Department of Justice’s Consumer Protection Branch, HSI and USPIS to protect our citizens from these scams.”

    “It’s inconceivable to imagine any human being robbing from those who’ve spent a lifetime working and building a life, and then are duped out of it all,” said Special Agent in Charge Fransisco B. Burrola of Homeland Security Investigations (HSI) Arizona. “Together, with our law enforcement partners, we will not tolerate this kind of behavior – we will bring justice to those who have wronged and stolen from so many people.”

    Senior Trial Attorney and Transnational Criminal Litigation Coordinator Phil Toomajian and Trial Attorneys Josh Rothman and Brianna Gardner of the Civil Division’s Consumer Protection Branch are prosecuting the case. USPIS and HSI investigated the case. The Justice Department’s Office of International Affairs, the U.S. Attorney’s Office for the Southern District of Florida, Europol, and authorities from the UK, Spain, and Portugal all provided critical assistance.

    If you or someone you know is age 60 or older and has been a victim of financial fraud, help is standing by at the National Elder Fraud Hotline: 1-833-FRAUD-11 (1-833-372-8311). This U.S. Department of Justice hotline, managed by the Office for Victims of Crime, is staffed by experienced professionals who provide personalized support to callers by assessing the needs of the victim and identifying relevant next steps. Case managers will identify appropriate reporting agencies, provide information to callers to assist them in reporting, connect callers directly with appropriate agencies, and provide resources and referrals, on a case-by-case basis. Reporting is the first step. Reporting can help authorities identify those who commit fraud and reporting certain financial losses due to fraud as soon as possible can increase the likelihood of recovering losses. The hotline is open Monday through Friday from 10:00 a.m. to 6:00 p.m. ET. English, Spanish, and other languages are available.

    More information about the department’s efforts to help American seniors is available at its Elder Justice Initiative webpage. For more information about the Consumer Protection Branch and its enforcement efforts, visit its website at www.justice.gov/civil/consumer-protection-branch. Elder fraud complaints may be filed with the FTC at https://reportfraud.ftc.gov/  or at 877-FTC-HELP. The Department of Justice provides a variety of resources relating to elder fraud victimization through its Office for Victims of Crime, which can be reached at www.ovc.gov.

    MIL OSI USA News –

  • MIL-OSI Security: Nigerian National Sentenced to Prison for International Fraud Scheme that Defrauded Elderly U.S. Victims

    Source: United States Attorneys General 6

    A Nigerian national was sentenced on Friday to 97 months in prison for his role in a transnational inheritance fraud scheme.

    According to court documents, Okezie Bonaventure Ogbata, 36, was a member of a group of fraudsters that sent personalized letters to elderly victims in the United States over the course of several years. The letters falsely claimed that the sender was a representative of a bank in Spain and that the recipient was entitled to receive a multimillion-dollar inheritance left for the recipient by a family member who had died overseas years before. Ogbata and his co-conspirators told a series of lies to victims, including that, before they could receive their purported inheritance, they were required to send money for delivery fees, taxes, and other payments to avoid questioning from government authorities. Ogbata and his co-conspirators collected money victims sent in response to the fraudulent letters through a complex web of U.S.-based former victims, whom the defendants convinced to receive money and forward to the defendants or persons associated with them. Victims who sent money never received any purported inheritance funds. In pleading guilty, Ogbata admitted to defrauding over $6 million from more than 400 victims, many of whom were elderly or otherwise vulnerable.

    “The Justice Department’s Consumer Protection Branch will continue to pursue, prosecute, and bring to justice transnational criminals responsible for defrauding U.S. consumers, wherever they are located,” said Acting Assistant Attorney General Yaakov M. Roth of the Justice Department’s Civil Division. “This case is a testament to the critical role of international collaboration in tackling transnational crime. I want to thank our U.S. law enforcement partners, as well as those who assisted across the globe, including the Portuguese Judicial Police and Public Prosecution Service of Portugal, for their outstanding contributions to this case.”

    “The long arm of the American justice system has no limits when it comes to reaching fraudsters who prey on our nation’s most vulnerable populations, to include the elderly,” said U.S. Attorney Hayden P. Byrne for the Southern District of Florida. “We will not allow transnational criminals to steal money from the public we serve. Individuals who defraud American consumers will be brought to justice, no matter where they are located.”

    “The U.S. Postal Inspection Service (USPIS) has a long history of protecting American citizens from these types of schemes and bringing those responsible to justice,” said Acting Postal Inspector in Charge Steven Hodges of the USPIS Miami Division. “Today’s sentencing is a testament to the dedicated partnership between the Department of Justice’s Consumer Protection Branch, HSI and USPIS to protect our citizens from these scams.”

    “It’s inconceivable to imagine any human being robbing from those who’ve spent a lifetime working and building a life, and then are duped out of it all,” said Special Agent in Charge Fransisco B. Burrola of Homeland Security Investigations (HSI) Arizona. “Together, with our law enforcement partners, we will not tolerate this kind of behavior – we will bring justice to those who have wronged and stolen from so many people.”

    Senior Trial Attorney and Transnational Criminal Litigation Coordinator Phil Toomajian and Trial Attorneys Josh Rothman and Brianna Gardner of the Civil Division’s Consumer Protection Branch are prosecuting the case. USPIS and HSI investigated the case. The Justice Department’s Office of International Affairs, the U.S. Attorney’s Office for the Southern District of Florida, Europol, and authorities from the UK, Spain, and Portugal all provided critical assistance.

    If you or someone you know is age 60 or older and has been a victim of financial fraud, help is standing by at the National Elder Fraud Hotline: 1-833-FRAUD-11 (1-833-372-8311). This U.S. Department of Justice hotline, managed by the Office for Victims of Crime, is staffed by experienced professionals who provide personalized support to callers by assessing the needs of the victim and identifying relevant next steps. Case managers will identify appropriate reporting agencies, provide information to callers to assist them in reporting, connect callers directly with appropriate agencies, and provide resources and referrals, on a case-by-case basis. Reporting is the first step. Reporting can help authorities identify those who commit fraud and reporting certain financial losses due to fraud as soon as possible can increase the likelihood of recovering losses. The hotline is open Monday through Friday from 10:00 a.m. to 6:00 p.m. ET. English, Spanish, and other languages are available.

    More information about the department’s efforts to help American seniors is available at its Elder Justice Initiative webpage. For more information about the Consumer Protection Branch and its enforcement efforts, visit its website at www.justice.gov/civil/consumer-protection-branch. Elder fraud complaints may be filed with the FTC at https://reportfraud.ftc.gov/  or at 877-FTC-HELP. The Department of Justice provides a variety of resources relating to elder fraud victimization through its Office for Victims of Crime, which can be reached at www.ovc.gov.

    MIL Security OSI –