NewzIntel.com

Category: Finance

  • MIL-OSI Security: Perryton Coach Sentenced to 30 Years in Prison for Sexual Abuse of Teenage Student

    Source: Federal Bureau of Investigation (FBI) State Crime Alerts (c)

    A Perryton ISD coach who sexually abused a 15-year-old student was sentenced today to 30 years in federal prison, announced Acting U.S. Attorney for the Northern District of Texas Chad Meacham.

    Cole Underwood, 29, was charged via criminal complaint in June 2024 and indicted later that same month. In September 2024, he pleaded guilty to enticement of a minor. He was sentenced Tuesday by U.S. District Judge Matthew J. Kacsmaryk to 30 years in federal prison followed by a lifetime of supervised release. He will also be required to register as a sex offender. 

    According to court documents, Perryton ISD’s superintendent reached out to law enforcement in May 2024 to report a possible inappropriate relationship between Mr. Underwood and a female student. According to the superintendent, surveillance video allegedly showed Mr. Underwood meeting with the girl alone after hours, despite being given a specific directive not to be alone with her.

    Agents reviewed the footage and observed Mr. Underwood propping an exterior door open and then shutting off lights. Approximately 15 minutes later, the girl entered the darkened building through the propped door and walked into Mr. Underwood’s office.

    In interviews with law enforcement, the child said Mr. Underwood had sex with her in his office more than a dozen times between February and May.

    She said that after she added him as a contact on Snapchat, he established a personal friendship with her, and even invited her to his office to confide in him. She said that Mr. Underwood began messaging her in a flirtatious and sexual manner in December, and eventually used Snapchat to arrange sexual encounters.

    A search of the girl’s cell phone revealed multiple late-night conversations – some lasting more than six hours – between her and Mr. Underwood, who allegedly occasionally referred to the child as “wifey” and told her he loved her.

    At Thursday’s sentencing hearing, the student detailed how the situation escalated from the defendant acting as a confidant during a stressful period to isolating her and continually pressuring her for sex:

    “I had no idea that he was slowly in the process of grooming me, I genuinely thought that he actually cared about me,” she said in a victim impact statement. “I didn’t know how to stop it… He convinced me to shut everyone out. I felt like I seriously had no one but him.”

    “I hope if there is a girl out there who is going through what I have been through, she has the chance to hear my story to know it’s okay to speak up. There are people who want to help,” she bravely added. “Just because you have one bad chapter does not mean your story is over.”

    The Federal Bureau of Investigation’s Dallas Field Office – Amarillo Resident Agency, the Ochiltree County Sheriff’s Office, and the Perryton Police Department conducted the investigation with the full cooperation of the Perryton Independent School District. Assistant U.S. Attorney Callie Woolam is prosecuting the case.

    MIL Security OSI –

  • MIL-OSI Security: Federal Inmate Sentenced to One Year for Possessing Methamphetamine in Prison

    Source: Office of United States Attorneys

    MADISON, WIS. – Timothy M. O’Shea, United States Attorney for the Western District of Wisconsin, announced that Marco Cota-Tamaura, 44, Oxford, Wisconsin, was sentenced today by U.S. District Judge William M. Conley to one year and one day in federal prison for possessing methamphetamine in prison. Cota-Tamaura pleaded guilty to this charge on December 2, 2024.

    On March 22, 2024, Cota-Tamaura was serving a prison sentence at the Federal Correctional Institution, Oxford, Wisconsin (FCI Oxford). During a drug test that day, he tested positive for methamphetamine and then prison staff found him in possession of methamphetamine. Methamphetamine is prohibited in federal prisons.

    At the sentencing hearing, Judge Conley expressed disappointment that Cota-Tamaura abused his placement at FCI Oxford after achieving a reduced security level during his current prison term. He noted that Cota-Tamaura’s possession of methamphetamine presented a grave risk to inmates and guards, and that this justified adding a year to Cota-Tamaura’s current sentence.

    The charge against Cota-Tamaura was the result of an investigation conducted by the Federal Bureau of Investigation and the Bureau of Prisons. Assistant U.S. Attorney Steven Ayala prosecuted this case. 

    MIL Security OSI –

  • MIL-OSI: 1401 Penn Project Receives Repayment

    Source: GlobeNewswire (MIL-OSI)

    WASHINGTON, Feb. 13, 2025 (GLOBE NEWSWIRE) — EB5 Capital, a leading Regional Center operator in the EB-5 industry, announced today that it has received a partial $12.38 million repayment from the recapitalization of the 1401 Penn (JF20) project.

    The remaining $4.62 million balance of the $17.0 million EB-5 investment will remain invested in the project alongside a new senior lender and preferred equity provider.

    Completed in July 2020, JF20 is a mixed-use development featuring a seven-story, 167-unit apartment community and over 20,000 square feet of ground-floor retail in Washington, D.C.’s historic Capitol Hill neighborhood. On the ground floor of the property is The Roost, a 12,500 square foot food hall operated by Neighborhood Restaurant Group featuring 12 individual food and beverage concepts. The dynamic food hall has received critical acclaim and is quickly becoming a premier destination on Capitol Hill.

    “The repayment of an EB-5 investment by a developer is an important moment in our business cycle,” said Brian Ostar, President of EB5 Capital. “We take great pride in the level of scrutiny potential deals go through. The return of funds reaffirms our investment due diligence process and highlights our team’s ability to identify viable EB-5 investment opportunities for our investors.”

    This repayment marks the 18th EB5 Capital project where the company can begin returning funds to investors.

    About EB5 Capital

    EB5 Capital provides qualified foreign investors with opportunities to invest in job-creating commercial real estate projects under the United States Immigrant Investor Program (EB-5 Visa Program). Headquartered in Washington, DC, EB5 Capital’s distinguished track record and leadership in the industry has attracted investors from over 75 countries. As one of the oldest and most active Regional Center operators in the country, the firm has raised over $1.3 billion of foreign capital across approximately 45 EB-5 projects. 100% of our investors’ funds are protected by the Federal Deposit Insurance Corporation (FDIC) insurance prior to their deployment into our projects. Please visit www.eb5capital.com for more information.

    Contact:
    Katherine Willis
    Director, Marketing & Communications
    media@eb5capital.com

    The MIL Network –

  • MIL-OSI: Partners Value Investments Inc. Announces Normal Course Issuer Bids

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Feb. 12, 2025 (GLOBE NEWSWIRE) — Partners Value Investments Inc. (the “Corporation”) (TSXV: PVF.WT. PVF.PR.V), a subsidiary of Partners Value Investments L.P. announced today that it has received approval from the TSX Venture Exchange (the “Exchange”) for normal course issuer bids (the “Bids”) to purchase up to 1,396,407 of its share purchase warrants (the “Warrants”), representing approximately 5% of its currently outstanding Warrants; and to purchase up to 3,533,558 of its Class A preferred shares, series 1 (the “Preferred Shares”), representing approximately 5% of its currently outstanding Preferred Shares. The Bids will be effective from February 14, 2025 to February 13, 2026, or such earlier date that the Corporation completes its purchases.

    Purchases by the Corporation pursuant to the Bids will be made by its designated broker, RBC Capital Markets, through the facilities of the Exchange, other designated exchanges and alternative trading systems in Canada. The price which the Corporation will pay for any Warrants or Preferred Shares purchased will be the market price of the Warrants and Preferred Shares at the time of acquisition. Any Warrants and Preferred Shares acquired through the Bids will be cancelled. As of January 31, 2025, there were 27,928,149 Warrants and 70,671,137 Preferred Shares outstanding.

    The Corporation believes that, from time to time, the market price of the Warrants and Preferred Shares may not adequately reflect their value. In such circumstances, the Corporation believes that its outstanding Warrants and Preferred Shares may represent an appropriate and desirable use of its available funds.

    In connection with the Bids, the Corporation will enter into an automatic purchase plan with its designated broker on February 13, 2025. The automatic purchase plan will allow for the purchase of Warrants and Preferred Shares when the Corporation would not ordinarily be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Outside of these periods, Warrants and Preferred Shares will be repurchased in accordance with management’s discretion and in compliance with applicable law.

    For further information, contact Investor Relations at ir@pvii.ca or 416‐643-7621.

    Note: This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of applicable Canadian securities regulations. Expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking information and forward-looking statements.

    Although the Corporation believes that its anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond its control, which may cause the actual results, performance or achievements of the Corporation to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

    Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements and information include, but are not limited to: the financial performance of Brookfield Corporation and Brookfield Asset Management Ltd., the impact or unanticipated impact of general economic, political and market factors; the behavior of financial markets, including fluctuations in interest and foreign exchanges rates; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; strategic actions including dispositions; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the effect of applying future accounting changes; business competition; operational and reputational risks; technological change; changes in government regulation and legislation; changes in tax laws, catastrophic events, such as earthquakes, hurricanes, or pandemics/epidemics; the possible impact of international conflicts and other developments including terrorist acts; and other risks and factors detailed from time to time in the Partnership’s documents filed with the securities regulators in Canada.

    The Corporation cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on the Corporation’s forward-looking statements and information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the Corporation undertakes no obligation to publicly update or revise any forward-looking statements and information, whether written or oral, that may be as a result of new information, future events or otherwise.

    The MIL Network –

  • MIL-OSI Security: Bakersfield Man Pleads Guilty to Aiming a Laser at a Sheriff’s Helicopter

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

    FRESNO, Calif. — Jesse Torres-Alonso, 35, of Bakersfield, pleaded guilty today to aiming the beam of a laser pointer at an aircraft, Acting U.S. Attorney Michele Beckwith announced.

    According to court documents, on Sept. 28, 2023, Torres struck a Kern County Sheriff’s Office helicopter (Air One) 12 times with a dangerously bright green laser beam. The laser strikes interfered with the pilot’s ability to see and avoid other aircraft and effectively monitor the aircraft instrument panel. Law enforcement officers were able to locate and seize the laser device, which bore a prominent warning label, stating, “DANGER,” and warned against shining the light in the eyes.

    In the year that Torres committed this offense, the Federal Aviation Administration received 13,304 reports of laser strikes from pilots, marking a 41% increase over the 9,457 reported during 2022 and setting a record for the growing hazard.

    This case is the product of an investigation by the Federal Bureau of Investigation and the Kern County Sheriff’s Office. Assistant U.S. Attorney Karen Escobar is prosecuting the case.

    Torres is scheduled for sentencing on May 20, 2025, by U.S. District Judge John A. Mendez. Torres faces a maximum statutory penalty of five years in prison and a $250,000 fine. The actual sentence, however, will be determined at the discretion of the court after consideration of any applicable statutory factors and the Federal Sentencing Guidelines, which take into account a number of variables.

    MIL Security OSI –

  • MIL-OSI Security: Hunting Outfitter Pays $500,000 to Resolve Allegations Related to the Cow Creek Fire in Ouray County, Colorado

    Source: Office of United States Attorneys

    DENVER—The United States Attorney’s Office for the District of Colorado announced today that Jackson Outfitters, LLC, a hunting outfitter based in Placerville, Colorado, has agreed to pay $500,000 to resolve allegations that it is liable for the ignition of a wildland fire, which became known as the Cow Creek Fire and which burned 850 acres on the Uncompahgre National Forest in Ouray County, Colorado, in October 2019.

    The United States alleges that the Cow Creek Fire was caused by a wood-burning stove located inside a wall tent in the Green Mountain Camp, which is owned and operated by Cow Creek Outfitters, an affiliate of Jackson Outfitters.  At the time of the incident, the Green Mountain Camp was occupied by a party that had booked a self-guided elk hunt through Cow Creek Outfitters.  Jackson Outfitters operates its business in the National Forest under a Special Use Permit, which states that Jackson Outfitters has an affirmative duty to protect the land, property, and other interests of the United States—including fire suppression costs—from damage.

    The United States alleges that the Cow Creek Fire started at Green Mountain Camp when embers and other ignited material exited a stovepipe attached to the wood-burning stove and landed on the ground, igniting dry vegetation.  The Cow Creek fire ultimately burned approximately 850 acres of National Forest System lands. The United States incurred significant suppression costs fighting the fire.  The United States alleges that by not ensuring that the wood-burning stove was equipped with a functional, properly-installed spark arrestor, Jackson Outfitters breached its duty to ensure that its activities did not result in an escaped fire.

    “Outfitters must ensure that the equipment they use in National Forests is safe and protects public lands for all of us,” said Acting U.S. Attorney J. Bishop Grewell.  “We appreciate that this resolution was cooperative and reimburses the United States for costs incurred in fighting the fire.”

    The claims against Jackson Outfitters are allegations, and in agreeing to settle this matter, the company did not admit to any liability.

    This matter was investigated by U.S. Forest Service Law Enforcement and Investigations and was handled by Assistant United States Attorney Katherine Ross.

    MIL Security OSI –

  • MIL-OSI Security: Charlotte Man Sentenced To Prison For Possession Of Child Sexual Abuse Material

    Source: Office of United States Attorneys

    CHARLOTTE, N.C. – Robert Upchurch, 52, of Charlotte, was sentenced today to 54 months in prison and a lifetime of supervised release for possession of child sexual abuse material (CSAM), announced Dena J. King, U.S. Attorney for the Western District of North Carolina. Upchurch was also ordered to pay a $17,000 special assessment for the Amy, Vicky, and Andy Child Pornography Victim Assistance Act of 2018.

    Robert M. DeWitt, Special Agent in Charge of the Federal Bureau of Investigation (FBI), Charlotte Division, and Chief Johnny Jennings of the Charlotte Mecklenburg Police Department (CMPD), join U.S. Attorney King in making today’s announcement.

    According to court documents and today’s sentencing hearing, in July 2022, the National Center for Missing and Exploited Children (NCMEC) referred a tip to law enforcement that a Dropbox account user had uploaded numerous images containing suspected CSAM. Law enforcement identified Upchurch as the Dropbox account user. On December 8, 2022, law enforcement executed a search warrant at Upchurch’s residence, seizing the defendant’s cell phone, computers, and other electronic devices. A forensic analysis of the seized items revealed that they contained more than 5,800 images and 2,500 videos depicting the sexual abuse of children, including infants and toddlers, and files depicting sadistic or masochistic behavior or violence involving young children. During an interview with law enforcement, Upchurch first denied possessing CSAM, but later admitted to viewing child pornography.

    On September 4, 2024, Upchurch pleaded guilty to possession and accessing with intent to view child pornography containing a minor who had not attained the age of 12 years.

    The FBI and CMPD investigated the case.

    Assistant U.S. Attorney Nick J. Miller of the U.S. Attorney’s Office in Charlotte prosecuted the case.

    This case was brought as part of Project Safe Childhood, a nationwide initiative to combat the growing epidemic of child sexual exploitation and abuse, launched in May 2006 by the Department of Justice. Led by U.S. Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section (CEOS), Project Safe Childhood marshals federal, state and local resources to better locate, apprehend and prosecute individuals who exploit children via the Internet, as well as to identify and rescue victims. For more information about Project Safe Childhood, please visit https://www.justice.gov/psc.

    MIL Security OSI –

  • MIL-OSI Security: Montgomery County Man Sentenced to 20 Years in Prison for Enticing Minors to Engage in Sexually Explicit Conduct, Manufacturing and Possessing Child Pornography

    Source: Office of United States Attorneys

    PHILADELPHIA – United States Attorney Jacqueline C. Romero announced that Kevin Kelly Murray, 30, of Oreland, Pennsylvania, was sentenced today by United States District Court Judge R. Barclay Surrick to 20 years in prison, to be followed by 15 years of supervised release, for child exploitation and child pornography offenses.

    In June 2022, Murray was charged by indictment with one count of use of an interstate commerce facility to entice a minor to engage in sexually explicit conduct, one count of manufacture and attempted manufacture of child pornography, and one count of possession of child pornography. He pleaded guilty to all three charges in October of last year.

    As presented in court filings, on September 1, 2020, a user of the online chat service Omegle uploaded and shared videos depicting the sexual abuse and exploitation of prepubescent children. A content moderator for Omegle reported the activity to the National Center for Missing and Exploited Children (“NCMEC”), with NCMEC subsequently providing this report in the form of a cybertip to the Pennsylvania Internet Crimes Against Children Task Force. Records revealed that the unlawful content had been distributed online using an internet account registered to the defendant’s residence.

    On October 22, 2020, law enforcement executed a search warrant on Murray’s residence and found the defendant inside. After being advised of the reason for the search warrant, Murray admitted to possessing child pornography on his computer. Murray then consented to an interview at the local police station, where he confessed to police that he had accessed Omegle to both download and share child pornography. He further admitted to soliciting “preteen” girls over Omegle to undress themselves and perform sexual acts on themselves, at which point he would record their images/videos on his computer for his sexual gratification.

    A forensic review of his electronic devices showed that from 2019 through 2020, the defendant used his cell phone and his computer to obtain at least 361 images and 93 videos of child pornography. Among the videos were several taken during Murray’s Omegle video chats with at least three different young girls, including Minor #1, who appeared to be approximately eight to ten years old. Chat records documented the defendant directing the child to engage in sexually explicit behavior. In response, Minor #1 engaged in the sexually explicit conduct and the defendant created three videos depicting the conduct.

    “Murray preyed on children, grooming them for his own deviant purposes,” said U.S. Attorney Romero. “He exposed these young girls to child pornography to normalize sexual behavior in their minds, convinced them to engage in explicit acts on camera, then saved the material for his repeated consumption. My office and our partners are working every day to prosecute predators like this, get justice for their victims, and keep all children safe from similar harm.”

    This case was brought as part of Project Safe Childhood, a nationwide initiative to combat the growing epidemic of child sexual exploitation and abuse launched in May 2006 by the Department of Justice. Led by United States Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section (CEOS), Project Safe Childhood marshals federal, state, and local resources to better locate, apprehend, and prosecute individuals who exploit children via the internet, as well as to identify and rescue victims. For more information about Project Safe Childhood, please visit projectsafechildhood.gov.

    The case was investigated by Homeland Security Investigations and the Abington Township Police Department and is being prosecuted by Assistant United States Attorney Priya T. De Souza.

    MIL Security OSI –

  • MIL-OSI Security: Torrington Man Pleads Guilty to Child Exploitation Offense

    Source: Office of United States Attorneys

    Marc H. Silverman, Acting U.S. Attorney of the District of Connecticut, announced that CHRISTOPHER JESUS CONSTANZO, 22, of Torrington, pleaded guilty today in Hartford federal court to an offense stemming from his sexual exploitation of three different minors, including kidnapping and sexual assault of a 16-year-old girl, enticement and sexual assault of another 16-year-old girl, and production of child pornography involving a 17-year-old girl.

    According to court documents and statements made in court, on December 2, 2021, at approximately 7:27 a.m., Constanzo and a 16-year-old female arrived by car at the U.S. Port of Entry at Highgate Springs, Vermont.  Just prior to their arrival, officials at the St-Armand/Philipsburg Border Crossing in Canada had refused Constanzo and the minor victim entry into Canada.  After U.S. Customs and Border Protection (“CBP”) officers separated Constanzo from the minor victim, the victim reported that she met Constanzo the night before at Stillwater Pond State Park in Torrington.  Constanzo then sexually assaulted the minor victim, forced her into the trunk of the minor victim’s car, restrained her with a shoelace, and began driving.  At some point during the night, Constanzo removed the minor victim from the trunk and sexually assaulted her again.  As they neared the Canadian border, Constanzo had the minor victim sit in the front passenger seat of the car.  Constanzo instructed her to “act normal” and “go along with the story.”  Constanzo then told Canadian Border Services Agency officials that the minor victim was his sister and they intended to go into Canada for four days to visit friends.  However, due to their lack of COVID tests, Constanzo and the minor victim were denied entry into Canada.  Costanzo was arrested by CBP on December 2, 2021.

    In July 2021, Costanzo used SnapChat to coerce a 16-year-old female to go to an abandoned warehouse in Torrington to record herself having sex with Constanzo, and, posing as two fictitious individuals on SnapChat, he threatened to kill the minor victim and kill her boyfriend if she did not comply.  At the warehouse, Constanzo sexually assaulted the minor victim at knifepoint.

    Also in July 2021, Costanzo used his iPhone to record sexually explicit Facetime videos of a 17-year-old female. 

    Costanzo pleaded guilty to production of child pornography and, as part of his plea agreement, admitted his conduct against all three victims.  Costanzo is scheduled to be sentenced by U.S. District Judge Alvin W. Thompson on May 7, at which time he faces a mandatory minimum term of imprisonment of 15 years and a maximum term of imprisonment of 30 years. 

    Costanzo has been detained since his arrest.

    State charges against Costanzo are pending.

    This matter has been investigated by Homeland Security Investigations (HSI), U.S. Customs and Border Protection, the Vermont State Police, and the Torrington Police Department.  The case is being prosecuted by Assistant U.S. Attorneys Nancy V. Gifford and Neeraj N. Patel.

    Acting U.S. Attorney Silverman thanked the U.S. Attorney’s Office for the District of Vermont and the State’s Attorney for the Litchfield Judicial District for their assistance in the investigation and prosecution of this matter.

    This prosecution is part of the U.S. Department of Justice’s Project Safe Childhood Initiative, which is aimed at protecting children from sexual abuse and exploitation.  For more information about Project Safe Childhood, please visit www.justice.gov/psc.

    To report cases of child exploitation, please visit www.cybertipline.com.

    MIL Security OSI –

  • MIL-OSI USA: Confirm Robert F. Kennedy Jr. to Make America Healthy Again

    US Senate News:

    Source: United States Senator for Wyoming John Barrasso
    WASHINGTON, D.C. – U.S. Senator John Barrasso (R-Wyo.), Senate Majority Whip, today spoke on the Senate Floor as the Senate prepares to vote on the confirmation of Robert F. Kennedy Jr., President Donald J. Trump’s nominee for Secretary of Health and Human Services.
    Click HERE to watch Senator Barrasso’s remarks.
    Sen. Barrasso’s remarks as prepared:
    “The Senate will soon vote on the confirmation of Robert F. Kennedy Jr. to be the Secretary of the Department of Health and Human Services.
    “America needs to be healthier. I’m a doctor. I’ve worked with patients for over 20 years as a surgeon in Wyoming.
    “The problem is, our nation faces a chronic disease epidemic. Chronic diseases include diabetes, cancer, and obesity.
    “Chronic diseases are so widespread that managing them accounts for 90 percent of federal health care spending. And we spend a lot of our Gross National Product on health care.
    “Nearly 3 in 5 American adults and 1 in 4 American children are impacted by this. Our health care system tries to address this problem. Yet by incentivizing procedures over prevention, it often fails to address it effectively and economically.
    “As a result, Americans are becoming less healthy. We need to put America on a path to good health.
    “President Trump selected Robert F. Kennedy Jr. to do just that. Mr. Kennedy will bring a fresh set of eyes and ideas to important debates surrounding public health.
    “Mr. Kennedy will be a voice for the vast number of Americans who were failed by the previous administration.
    “The previous administration silenced reasoned debate. Mr. Kennedy will deliver accountability and transparency.
    “For Americans, that means more choices and better information. It means healthy foods and healthy competition for patients. It means lower costs and higher quality care. It means increased access to care. Access is so critical to my home state of Wyoming, with our many rural and frontier communities.
    “It means honest, unbiased, and trustworthy scientific research that is both innovative and accountable to the American people.
    “That is Mr. Kennedy’s bold vision to revitalize America’s bill of health.
    “Mr. Kennedy is clear about his mission. That mission is, as he told the Finance Committee, ‘to end the chronic disease epidemic and make America healthy again.’
    “Apparently, that’s not enough for Senate Democrats.
    “Senator Catherine Cortez Masto of Nevada was dismissive. At our Finance Committee hearing, I heard her say to Mr. Kennedy: ‘So that’s the only reason why you’re at HHS? To address this one issue.’
    “Respectfully, addressing chronic disease is the key issue when you’re talking about healthcare.
    “Mr. Kennedy testified before two Senate Committees as part of his confirmation. He responded to rigorous questions from both Republicans and Democrats. He answered those questions with candor and clarity.
    “He told the Senate HELP Committee that his leadership approach will be collaborative. He pledged to ‘empower the scientists to do their jobs’ – not to impose ‘preordained opinions on anybody at HHS.’
    “Mr. Kennedy was also clear that he supports vaccines.
    “He told the Finance Committee, ‘I support the measles vaccine. I support the polio vaccine. I will do nothing as HHS secretary that makes it difficult or discourages people from taking either of those vaccines.’
    “The Senate has every reason to take him at his word.
    “Mr. Kennedy is a bold choice. He is pro-health, pro-vaccine, and pro transparency. He is the right choice to make America healthy again.
    “I look forward to confirming him.”

    MIL OSI USA News –

  • MIL-OSI USA: Cornyn, Blumenthal, Colleagues Introduce Bill to Combat Child Exploitation

    US Senate News:

    Source: United States Senator for Texas John Cornyn
    WASHINGTON – U.S. Senators John Cornyn (R-TX), Richard Blumenthal (D-CT), Josh Hawley (R-MO), and Marsha Blackburn (R-TN) and Representatives Jeff Van Drew (NJ-02), Debbie Wasserman Schultz (FL-25), Nathaniel Moran (TX-01), and Jared Moskowitz (FL-23) today introduced the PROTECT Our Children Act, which would reauthorize and modernize the Internet Crimes Against Children Task Force Program:
    “The Internet Crimes Against Children Task Force Program has a long history of equipping our law enforcement officers with the tools needed to safeguard children and hold perpetrators accountable,” said Sen. Cornyn. “This legislation would reauthorize and update this critical program to address the evolving digital threat landscape and protect our children from these heinous crimes.”
    “The Internet Crimes Against Children Task Force leads the fight to keep kids safe from predators online,” said Sen. Blumenthal. “This bipartisan legislation gives the Task Force and its law enforcement partners the tools and resources they need in their collaborative effort to fight child exploitation and protect our nation’s kids from abhorrent abuse in an increasingly online society.”
    “The number of threats children face online in today’s digital age is unlimited, and we need to make certain that law enforcement has the resources to go after these criminals and prevent future crimes against innocent children,” said Sen. Blackburn. “The Internet Crimes Against Children Task Force Program has helped law enforcement protect children from harm for decades, and this bill would reauthorize this important program.”
    “Predators are using new technology every day to exploit children online, and law enforcement needs to be able to keep up,” said Rep. Van Drew. “The PROTECT Our Children Act gives them the tools to track down these criminals, rescue victims, and hold offenders accountable.”
    “Our lives are increasingly intertwined with the internet, and those who would commit crimes against our children know that all too well. With the PROTECT Our Children Act, the ICAC Task Force Program will get predators off line and help make the internet a safe space for all children,” said Rep. Wasserman Schultz. “I’m proud to introduce this bipartisan legislation to build on the original PROTECT Our Children Act that I authored over a decade ago. We all have a role to play in keeping our children safe.”
    “Our nation’s children must be protected at all costs from technology-facilitated child exploitation and Internet crimes against them,” said Rep. Moran. “The PROTECT Our Children Act reauthorizes the Internet Crimes Against Children (ICAC) Task Force and ensures that federal, state, and local law enforcement work together to combat the exploitation of children from online predators.”
    “In Florida and every other state in the country, Internet Crimes Against Children (ICAC) Task Forces have protected our kids from vile predators in the darkest parts of the digital world,” said Rep. Moskowitz. “These law enforcement programs have a proven track record of getting tens of thousands of bad actors off the streets, and reauthorizing this program is the right thing to do to keep kids safe. I’m proud to be joining this broad, bipartisan group of colleagues to support these programs so law enforcement agencies across Florida can continue their work combatting child exploitation and other heinous crimes.”
    Background:
    The Internet Crimes Against Children (ICAC) Task Force Program helps state and local law enforcement agencies develop an effective response to technology-facilitated child sexual exploitation and Internet crimes against children. This encompasses forensic and investigative components, training and technical assistance, victim services, and community education. This national network of 61 coordinated task forces represents more than 5,400 federal, state, and local law enforcement and prosecutorial agencies engaged in both proactive and reactive investigations, forensic investigations, and criminal prosecutions.
    From 1998 to 2022, ICAC Task Forces trained more than 826,700 law enforcement officers, prosecutors, and other professionals on techniques to investigate and prosecute ICAC-related cases. They also reviewed more than 1.4 million reports of online child exploitation, which resulted in the arrest of more than 123,790 suspects.
    The PROTECT Our Children Act would:
    Update and modernize the requirements for the National Strategy for Child Exploitation Prevention and Interdiction, including requiring the U.S. Department of Justice to provide detailed, useful information on efforts to protect children nationwide;
    Provide liability protection for ICAC Task Forces in the course of conducting criminal investigations of child sexual abuse material (CSAM) and child abuse material;
    Make needed technical improvements and clarifications to the statutory text of the program to match it to current technology and needs;
    Focus the ICAC program on both proactive and reactive investigations;
    And reauthorize the ICAC Program through 2027 with an escalator authorization.
    The PROTECT Our Children Act is endorsed by the National Center on Sexual Exploitation (NCOSE), the Rape, Abuse, and Incest National Network (RAINN), National Children’s Alliance, National Center for Missing & Exploited Children (NCMEC), Rights 4 Girls, National District Attorneys Association (NDAA), Raven, Fraternal Order of Police, Association of State Criminal Investigative Agencies (ASCIA), and the National Criminal Justice Training Center (NCJTC). 
    Sen. Cornyn has long championed the ICAC Task Force Program and has led its reauthorization efforts in the U.S. Senate since 2017.

    MIL OSI USA News –

  • MIL-OSI USA: Rosen, Collins Introduce Bipartisan Bill to Tackle Nursing Shortage

    US Senate News:

    Source: United States Senator Jacky Rosen (D-NV)

    WASHINGTON, DC – Today, U.S. Senators Jacky Rosen (D-NV) and Susan Collins (R-ME) introduced the Train More Nurses Act to address the nursing shortage affecting communities across the nation. This bipartisan bill will direct the Secretary of Health and Human Services and the Secretary of Labor to conduct a review of nursing grant programs to find ways to increase faculty at nursing schools, especially those in underserved areas. It will also increase pathways for Licensed Practical Nurses to become Registered Nurses.
    Nevada is experiencing a dire shortage of medical professionals. A recent analysis found that Nevada is one of the states with the least amount of nurses per capita. According to the University of Nevada Reno’s Nevada Health Workforce Research Center, it would take over 3,000 additional registered nurses for the state to catch up to the national average.
    “As Nevada continues to face a shortage of nurses and doctors, it’s becoming more difficult for hardworking families to get the medical care they need,” said Senator Rosen. “I’m introducing this bipartisan bill to help increase the number of nurses in our state and improve Nevadans’ access to high-quality health care.”
    “In the midst of a growing demand for medical treatments and services, health care providers across Maine continue to face a significant shortage of nurses. One challenge in growing the nursing workforce to meet this demand is the limited supply of nursing faculty available to increase student enrollment and train the next generation of nurses,” said Senator Collins. “This bipartisan legislation would identify strategies to close the faculty gap and expand our nursing workforce, ultimately improving access to care.”
    “By investing in nursing education and creating clear pathways to employment, we can ensure that registered nurses are well-prepared to meet the demand, and that patients receive the high-quality care they deserve,” said Melodie Osborn, Chief Nursing Executive for Renown Health. “At Renown Health (Reno, NV), we’ve seen first-hand the positive impact of supporting nursing students through scholarships, apprenticeships, loan repayment, preceptorships, and advanced simulation education. Nurses are the backbone of the healthcare system. We are so grateful to Senators Rosen and Collins for moving forward this bill to invest in nursing education, which is crucial to be able to have more qualified and compassionate nursing care for you and your family.”
    Senator Rosen is working to address Nevada’s health care professional shortage and improve medical care access in the state. Senators Rosen and Collins’ bipartisan Maximizing Health Outcomes through Better Investments in Lifesaving Equipment for (MOBILE) Health Care Act was signed into law in 2022 to allow community health centers to use federal funds to establish new mobile health care units to increase access to health care services in rural and underserved communities. Last year, Senator Rosen pushed for more medical residency slots to be awarded to Nevada to help tackle the physician shortage. She also helped introduce the bipartisan Medical Student Education Authorization Act to address the doctor shortage by expanding the Medical Student Education Program and introduced a package of bipartisan bills aimed at addressing the shortage of doctors and dentists in Nevada and across the country.

    MIL OSI USA News –

  • MIL-OSI Security: California Teenager Sentenced to 48 Months for Nationwide Swatting Spree

    Source: Federal Bureau of Investigation (FBI) State Crime Alerts (b)

    Orlando, Florida – United States District Judge Carlos E. Mendoza has sentenced Alan W. Filion (18, Lancaster, CA) to four years in federal prison for making interstate threats to injure the person of another.

    According to the plea agreement, from approximately August 2022 to January 2024, Filion made over 375 swatting and threat calls, including calls in which he claimed to have planted bombs in the targeted locations or threatened to detonate bombs and/or conduct mass shootings at those locations. Filion targeted religious institutions, high schools, colleges and universities, government officials, and numerous individuals across the United States.

    Filion intended his calls to cause large-scale deployment of police and emergency services units to the targeted locations. During these calls, he provided information to law enforcement and emergency services agencies that he knew to be false, such as false names, false claims that he and others had placed explosives in particular locations, false claims that he and others possessed dangerous weapons, including firearms and explosives, and false claims that he and/or other individuals had committed, or intended to imminently commit, violent crimes. 

    In some instances, armed law enforcement officers approached and entered a targeted residence with their weapons drawn and detained individuals that occupied the residence. Filion claimed in a post on January 20, 2023, that when he swats someone he “usually get[s] the cops to drag the victim and their families out of the house cuff them and search the house for dead bodies.” Additionally, Filion’s calls caused law enforcement officers and dispatchers to respond, and to be unavailable in response to other emergencies.

    Filion became a serial swatter for both profit and recreation. He claimed in a January 19, 2023, online post that his “first” swatting was like “2 to 3 years ago” and that “6-9 months ago [he] decided to turn it into a business. . . .” On several occasions, Filion placed posts on social-media channels advertising his services and swatting-for-a-fee structure.

    On January 18, 2024, Filion was arrested in California on Florida state charges arising from a May 2023 threat he made to a religious institution in Sanford, Florida. In that threat, he claimed to have an illegally modified AR-15, a Glock 17 pistol, pipe bombs, and Molotov cocktails. He said that he was going to imminently “commit a mass shooting” and “kill everyone” he saw. He pleaded guilty in federal court to making that threat.

    Filion also pleaded guilty to making three other threatening calls: an October 2022 call to a public high school in the Western District of Washington, in which he threatened to commit a mass shooting and claimed to have planted bombs throughout the school; a May 2023 call to a Historically Black College & University in the Northern District of Florida, in which he claimed to have placed bombs in the walls and ceilings of campus housing that would detonate in about an hour; and a July 2023 call to a local police department dispatch number in the Western District of Texas, in which he falsely identified himself as a senior federal law enforcement officer, provided the federal law-enforcement officer’s residential address to the dispatcher, claimed to have killed his (the federal officer’s) mother, and threatened to kill any responding police officers.  

    This case was investigated by the Federal Bureau of Investigation and the United States Secret Service. Valuable assistance was provided by the Seminole County (Florida) Sheriff’s Office; the Anacortes (Washington) Police Department; the Florida Department of Law Enforcement; the California Department of Justice; the Los Angeles County (California) Sheriff’s Office; and the Volusia County (Florida) Sheriff’s Office. The case is being prosecuted by Assistant United States Attorney Kara Wick, with valuable assistance from the State Attorney’s Office for Seminole County, Florida, 18th Judicial Circuit; the Counterterrorism Section of the United States Department of Justice; and the United States Attorneys’ Offices for the Western District of Washington, the Northern District of Florida, the Western District of Texas, and the District of Columbia. 

    MIL Security OSI –

  • MIL-OSI: Artius II Acquisition Inc. Announces Pricing of $200 Million Initial Public Offering

    Source: GlobeNewswire (MIL-OSI)

    Artius II Features a 1,000,000 Distributable Class A Ordinary Share Structure (“Tontine Structure”) with Sponsor Reducing Founder Shares by an Equal Amount

    Each Unit Includes One Class A Ordinary Share, One Right to Receive 1/10th of a Class A Ordinary Share and One Contingent Right to Receive a Pro Rata Share of 1,000,000 Distributable Class A Ordinary Shares Under Tontine Structure

    NEW YORK, Feb. 12, 2025 (GLOBE NEWSWIRE) — Artius II Acquisition Inc. (“Artius II” or the “Company”) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “AACBU” beginning February 13, 2025. Each unit consists of one Class A ordinary share, one right entitling the holder thereof to receive one tenth of one Class A ordinary share upon the consummation of an initial business combination and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) distributable Class A ordinary shares at the closing of an initial business combination based on the number of Class A ordinary shares not redeemed prior to an initial business combination (“tontine structure”), and our sponsor will concurrently reduce founder shares by an equal amount. Once the Class A ordinary shares and rights comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq under the symbols “AACB” and “AACBR,” respectively.

    Santander is acting as sole book-running manager. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

    About Artius II Acquisition Inc.

    The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on technology enabled businesses that directly or indirectly offer specific technology solutions, broader technology software and services, or financial services to companies of all sizes. The Company was founded by Boon Sim, the Founder and Managing Partner of Artius Capital Partners LLC and founder of Artius Acquisition Inc., a special purpose acquisition company. Karen Richardson, Kevin Costello and John Stein will be serving as board members.

    The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Santander US Capital Markets LLC at Santander US Capital Markets LLC, Attention: ECM Syndicate, 437 Madison Avenue, New York, NY 10022, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.

    A registration statement relating to the securities became effective on February 12, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

    Forward-Looking Statements

    This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

    Investor Contact:

    Jason Ozone
    jason@artiuscapital.com
    +1-212-309-7668

    The MIL Network –

  • MIL-OSI Security: Carry the Kettle Nakoda Nation  — Update on Suspicious Deaths on Carry the Kettle Nakoda Nation

    Source: Royal Canadian Mounted Police

    Identities of victims released

    The Saskatchewan Coroner’s Service, in conjunction with the Saskatchewan RCMP and in collaboration with the families of the deceased victims, are releasing the names of the people who died as a result of the homicides on Carry the Kettle Nakoda Nation on February 4, 2025. Their identities are being released to help further the investigation.

    We share our condolences with the families and community members impacted by this tragedy.

    The Saskatchewan RCMP Major Crimes Family Liaison team and Victim Services continue to communicate with the victim’s families.

    With this in mind and to assist ongoing reporting, families of the deceased have provided photographs of their loved ones which they have permitted us to share with news partners. They are the highest quality photographs we have available. The families have asked for privacy during this difficult time.

    The deceased victims are identified as:

    34-year-old Tracey Hotomani of Carry the Kettle Nakoda Nation
    44-year-old Sheldon Quewezance of Zagime Anishinabek
    47-year-old Shauna Fay of Indian Head
    51-year-old Terry Jack of Carry the Kettle Nakoda Nation

    Investigation has determined the homicide victims were injured by firearm. We are investigating the deaths as homicides. Initial investigation suggests the residence may have been targeted.

    The investigation continues, which includes investigators speaking with individuals who may have relevant information to share, as well as evidence analysis. Neighbourhood canvasses have also occurred on Carry the Kettle Nakoda Nation.

    At this time no arrests have been made in relation to the deaths of the four victims.

    “We are actively investigating this tragedy to piece together the details of what happened – this takes time. We must be mindful that releasing more specific details could impact the overall investigation,” says Inspector Ashley St. Germaine, Senior Investigative Officer of Saskatchewan RCMP Major Crimes. “I reiterate: if you have information to share about this investigation, please speak directly with the police so it can be examined thoroughly. Rumours can spread quickly. Please remember the loss the victim’s loved ones have experienced. Misinformation can impact an investigation by rerouting investigators in false directions. Investigations must follow evidence and our investigators are trained to do just that.”

    Report all tips to the RCMP by calling 911 in an emergency and 310-RCMP in non-emergencies. Information can be submitted anonymously by contacting Saskatchewan Crime Stoppers at 1-800-222-TIPS (8477) or www.saskcrimestoppers.com.

    MIL Security OSI –

  • MIL-OSI: Brookfield Real Assets Income Fund Inc. Announces Portfolio Management Team Changes

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Feb. 12, 2025 (GLOBE NEWSWIRE) — Brookfield Public Securities Group LLC (“PSG”) today announced upcoming changes to the Brookfield Real Assets Income Fund Inc. (“RA” or the “Fund”) portfolio management team.

    Riley O’Neal, CFA, Director of Risk Management, will join the portfolio management team for RA. Riley has been a member of PSG’s risk management team since joining the firm in 2016 and currently serves as director of risk management. To address current market dynamics, PSG believes it is critical that it continue to invest in the quantitative resources of the firm and align those resources with its investment teams. PSG believes Riley will bring a valuable quantitative analysis skillset to his role as co-portfolio manager for the Fund.

    Paula Horn, PSG’s President and Chief Investment Officer, also will join the Fund’s portfolio management team. Paula brings 31 years of investment experience, a wealth of credit knowledge, valuable macro insights and facilitates connectivity across Brookfield. Both portfolio management team appointments will be effective on March 31, 2025.

    Riley and Paula are joining Gaal Surugeon, Larry Antonatos and Chris Janus as Co-Portfolio Managers to the Fund. Riley, Paula, Gaal, Chris and Larry together will be responsible for all allocation decisions of the Fund. They will continue to leverage PSG’s deep expertise and investment capabilities across real asset sectors, capital structures and the liquidity spectrum to create diversified real asset solutions for investors.

    Finally, PSG announced that Larry Antonatos, Co-Portfolio Manager to the Fund, is retiring after 14 successful years at Brookfield. Larry’s departure will be effective June 30, 2025. Larry will be available to ensure a smooth transition.

    Contact information:

    Investing involves risk; principal loss is possible.

    A fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company. Read the prospectus carefully before investing.

    Brookfield Real Assets Income Fund Inc. is distributed by Foreside Fund Services, LLC.

    Quasar Distributors, LLC, provides filing administration for Brookfield Real Assets Income Fund Inc.

    Brookfield Real Assets Income Fund Inc. is managed by Brookfield Public Securities Group LLC (PSG). The Fund uses its website as a channel of distribution of material information about the Fund. Financial and other material information regarding the Fund is routinely posted on and accessible at https://www.brookfieldoaktree.com/fund/brookfield-real-assets-income-fund-inc

    The MIL Network –

  • MIL-OSI: Oportun Reports Fourth Quarter and Full Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Returned to GAAP profitability with net income of $9 million in fourth quarter

    Adjusted EBITDA of $41 million, up 315% year-over-year

    Quarterly annualized net charge-off rate of 11.7%, lowest since third quarter of 2022

    Total quarterly operating expenses of $89 million, reduced 31% year-over-year

    Raising full year 2025 expectations

    SAN CARLOS, Calif., Feb. 12, 2025 (GLOBE NEWSWIRE) — Oportun Financial Corporation (Nasdaq: OPRT) (“Oportun”, or the “Company”) reported financial results today for the fourth quarter and full year ended December 31, 2024.

    “We finished the year stronger than anticipated and believe that we’ve turned the corner, well-poised to capitalize on our momentum and advance our strategic priorities into 2025 and beyond,” said Raul Vazquez, CEO of Oportun. “I’m pleased that we returned to GAAP profitability in the quarter by generating $9 million of net income, a $51 million year-over-year increase. Furthermore, fourth quarter Adjusted Net Income increased by $30 million year-over-year, while Adjusted EBITDA more than quadrupled, and we returned to originations growth at 19%. I am also pleased that we delivered quarterly GAAP and Adjusted Return on Equity (ROE) of 10% and 25%, respectively, demonstrating good progress towards consistently delivering annual ROE in the 20% to 28% range. Our focus on cost discipline and improved credit performance is continuing to yield tangible results, laying the foundation to return to growth in 2025. We’re raising our expectations for full year 2025 Adjusted EPS to $1.10 to $1.30 per share, which implies 53 to 81% growth.”

    Fourth Quarter and Full Year 2024 Results

    Metric GAAP   Adjusted1
      4Q24 4Q23 FY24 FY23   4Q24 4Q232 FY24 FY232
    Total revenue $251 $263 $1,002 $1,057          
    Net income (loss) $9 $(42) ($79) ($180)   $22 $(8.2) $29 $(71)
    Diluted EPS $0.20 $(1.09) ($1.95) $(4.88)   $0.49 $(0.21) $0.72 $(1.93)
    Adjusted EBITDA           $41 $9.9 $105 $19
    Dollars in millions, except per share amounts.                
    1See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.
    2Beginning 1Q24, we updated our calculations of Adjusted EBITDA and Adjusted Net Income (Loss). Prior periods presented here have been updated to reflect the prior period numbers on a comparable basis. See Appendix for non-GAAP reconciliation to the most comparable GAAP measure.
     

    Fourth Quarter 2024

    • Aggregate Originations were $522 million, a 19% increase compared to $437 million in the prior-year quarter
    • Portfolio Yield was 34.2%, an increase of 155 basis points compared to the 32.7% in prior-year quarter
    • Owned Principal Balance at end-of-period was $2.7 billion, a decrease of 8% compared to $2.9 billion in the prior-year quarter
    • Annualized Net Charge-Off Rate of 11.7%, a decrease of 55 basis points compared to 12.3% in the prior-year quarter
    • 30+ Day Delinquency Rate of 4.8%, a decrease of 113 basis points compared to 5.9% for the prior-year quarter

    Full Year 2024

    • Aggregate Originations were $1,775 million, a 2% decrease compared to $1,813 million in the prior year
    • Portfolio Yield was 33.5%, an increase of 125 basis points compared to 32.2% in the prior year
    • Annualized Net Charge-Off Rate of 12.0%, a decrease of 18 basis points compared to 12.2% in the prior year

    Financial and Operating Results

    All figures are as of or for the quarter ended December 31, 2024, unless otherwise noted.

    Operational Drivers

    Originations – Aggregate Originations for the fourth quarter were $522 million, an increase of 19% as compared to $437 million in the prior-year quarter as the Company returned to year-over-year growth for the first time in ten quarters. Aggregate Originations for full year 2024 were $1,775 million, a decrease of 2% as compared to $1,813 million in 2023.

    Portfolio Yield – Portfolio Yield as of the end of fourth quarter was 34.2%, an increase of 155 basis points as compared to 32.7% in the prior-year quarter. Portfolio Yield for the full year 2024 was 33.5%, an increase of 125 basis points as compared to 32.2% in 2023.

    Fourth Quarter 2024 Financial Results

    Revenue – Total revenue for the fourth quarter of $251 million was a decrease of 4% as compared to $263 million in the prior-year quarter. The decrease was due to the November 12th sale of the Company’s credit card receivables portfolio and a decline in average daily principal balance in its personal loans portfolio. The decline in average daily principal balance was due to prior credit tightening actions, the revenue impact of which was partially offset by a 155 basis point increase in portfolio yield to 34.2%. Excluding the impact of the credit card receivables portfolio sale, the fourth quarter’s total revenue declined by only 2%.

    Net revenue for the fourth quarter was $93 million, up 30% as compared to Net Revenue of $72 million in the prior-year quarter. Lower net charge-offs and non-cash fair value marks more than offset lower total revenue and higher interest expense. Excluding a one-time, non-cash write-off of $17 million of deferred financing fees relating to the Company’s November corporate debt refinancing, net revenue would have been up 53% year-over-year.

    Operating Expenses and Adjusted Operating Expense1 – For the fourth quarter, total operating expense was $89 million, a decrease of 31% as compared to $129 million in the prior-year quarter and below the $97.5 million the Company was targeting. The decrease is principally attributable to a combined set of cost reduction initiatives announced in 2023 and 2024. The fourth quarter 2024 figure includes approximately $6 million in one-time benefits, including those related to capitalization of previous accrued expenses associated with the Company’s debt refinancing, true-ups related to estimated costs of exiting the credit card product and other benefits management does not consider to be part of a normalized run rate. Without the benefit from these one-time items, operating expense would have been approximately $95 million, still below the $97.5 million target. Adjusted Operating Expense, which excludes stock-based compensation expense and certain non-recurring charges, decreased 17% year-over-year to $89 million.

    Net Income (Loss) and Adjusted Net Income (Loss)1 – Net income was $9 million as compared to a net loss of $42 million in the prior-year quarter. The increase in net income was attributable to the increase in net revenue and a decrease in operating expenses as a result of cost reduction initiatives. Adjusted Net Income was $22 million, as compared to Adjusted Net Loss of $8.2 million in the prior-year quarter. The increase in Adjusted Net Income was attributable higher net revenue and the decrease in operating expense.

    Earnings (Loss) Per Share and Adjusted EPS1 – GAAP earnings per share, basic and diluted, were both $0.20, as compared to basic and diluted loss per share of $1.09 each in the prior-year quarter. Adjusted earnings per share was $0.49 as compared to adjusted loss per share of $0.54 in the prior-year quarter.

    Adjusted EBITDA1 – Adjusted EBITDA was $41 million, up from $10 million in the prior-year quarter, driven by a significant reduction in operating expenses along with reduced charge-offs.

    Full Year 2024 Financial Results

    Revenue – Total revenue for the full year was $1.0 billion, a decrease of 5% as compared to total revenue of $1.1 billion in 2023. The decrease was due to decreased interest income attributable to a lower Average Daily Principal Balance including impact from the November sale of the credit card receivables portfolio and decreased non-interest income. Excluding the impact of the credit card receivables portfolio sale, full year total revenue declined by 4%.

    Net revenue for the full year was $295 million, an increase of 5% compared to net revenue of $281 million in the prior year, primarily due to an improvement in net decrease in fair value, including reduced marks on asset backed notes and reduced charge-offs. This net revenue favorability was partially offset by an increase in interest expense, including a one-time, non-cash write-off of $17 million of deferred financing fees related to the Company’s debt financing in the fourth quarter, and the decline in total revenue.

    Operating Expense and Adjusted Operating Expense1 – For the full year, total operating expense was $410 million, a decrease of 23% as compared to $534 million in 2023, enabled by the cost reduction initiatives announced in 2023 and 2024. Adjusted Operating Expense, which excludes stock-based compensation expense and certain non-recurring charges, decreased 20% year-over-year to $381 million due to similar drivers.

    Net Income (Loss) and Adjusted Net Income (Loss)1 – Net loss was $79 million, as compared to a net loss of $180 million in 2023. Adjusted Net Income increased to $29 million, as compared to Adjusted Net Loss of $71 million in 2023. The improvements in net loss and Adjusted Net income were attributable to reduced operating expenses coupled with higher net revenue, including reduced charge-offs.

    Earnings (Loss) Per Share and Adjusted EPS1 – GAAP net loss per share, basic and diluted, were both $1.95 for the full year 2024 as compared to basic and diluted loss per share of $4.88 each in 2023. Adjusted earnings per share was $0.72 in 2024 as compared to an adjusted net loss per share of $1.93 in 2023.

    Adjusted EBITDA1 – Adjusted EBITDA was $105 million, an increase of $86 million , or 463% as compared to $19 million in 2023, also driven by reduced operating expenses coupled with higher net revenue, including reduced charge-offs.

    Credit and Operating Metrics

    Net Charge-Off Rate – The Annualized Net Charge-Off Rate for the fourth quarter was 11.7%, a 55 basis points reduction from 12.3% in the prior-year quarter, and 12.0% for the full year 2024, an 18 basis points reduction from 12.2% in 2023. Dollar Net Charge-offs for the quarter were down 12% to $80 million, compared to $91 million for the prior-year quarter, and down 9% to $331 million for the full year 2024, compared to $364 million for 2023.

    30+ Day Delinquency Rate – The Company’s 30+ Day Delinquency Rate was 4.8% at the end of 2024, a 113 basis points improvement compared to 5.9% at the end of 2023.

    Operating Expense Ratio and Adjusted Operating Expense Ratio1 – Operating Expense Ratio for the quarter was 13.1% as compared to 17.5% in the prior-year quarter, a 434 basis points improvement. Adjusted Operating Expense Ratio was 13.1% as compared to 14.5% in the prior-year quarter, a 141 basis points improvement. For the full year 2024, Operating Expense Ratio was 14.8% as compared to 17.9% for 2023, a 302 basis points improvement. For the full year 2024, Adjusted Operating Expense Ratio was 13.8% as compared to 16.0% for 2023, a 224 basis points improvement. The Adjusted Operating Expense Ratio excludes stock-based compensation expense and certain non-recurring charges, such as expenses related to the credit card portfolio sale. The improvement in Adjusted Operating Expense Ratio is primarily attributable to the Company’s focus on reducing operating expenses, partially offset by a decrease in Average Daily Principal Balance due to prior credit tightening actions.

    Return on Equity (“ROE”) and Adjusted ROE1 – ROE for the quarter was 10%, as compared to (39)% in the prior-year quarter. The increase was attributable to the increase in net income. Adjusted ROE for the quarter was 25%, as compared to (8)% in the prior-year quarter. ROE for the full year 2024 was (21)%, as compared to (38)% for 2023. Adjusted ROE for the full year 2024 was 8%, as compared to (15)% for 2023.

    1 Beginning 1Q24, we updated our calculations of Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Operating Expense. To align with these updated calculations we also updated Adjusted EPS and Adjusted Return on Equity. Prior periods presented here have been updated to reflect the prior period numbers on a comparable basis. See Appendix for non-GAAP reconciliation to the most comparable GAAP measure.

    Other Products

    Secured personal loans – As of December 31, 2024, the Company had a secured personal loan receivables balance of $162 million, up 38% from $117 million at the end of 2023, and up 15% quarter-over-quarter. Available only in California as of the end of 2023, Oportun now also offers secured personal loans in Texas, Florida, Arizona, New Jersey and Illinois. During 2024, secured personal loan losses ran approximately 500 basis points lower compared to unsecured personal loans, with fourth quarter revenue per loan approximately 75% higher due to larger average loan sizes.

    Funding and Liquidity

    As of December 31, 2024, total cash was $215 million, consisting of cash and cash equivalents of $60 million and restricted cash of $155 million. Cost of Debt and Debt-to-Equity were 8.0% and 7.9x, respectively, for and at the end of the fourth quarter 2024 as compared to 7.1% and 7.2x, respectively, for and at the end of the prior-year quarter. Cost of Debt and Debt-to-Equity were 7.8% and 7.9x, respectively, for and at the year ended December 31, 2024 as compared to 6.0% and 7.2x, respectively, for and at the year ended December 31, 2023. These fourth quarter and full year 2024 Cost of Debt figures exclude a $17 million non-cash write-off of deferred financing costs relating to the repayment of the Company’s prior corporate financing facility as part of a November refinancing. As of December 31, 2024, the Company had $227 million of undrawn capacity on its existing $766 million personal loan warehouse lines. The Company’s personal loan warehouse lines are committed through September 2027 and August 2028.

    Financial Outlook for First Quarter and Full Year 2025

    Oportun is providing the following guidance for 1Q 2025 and full year 2025 as follows:

      1Q 2025   Full Year 2025
    Total Revenue $225 – $230M   $945 – $970M
    Annualized Net Charge-Off Rate 12.30% +/- 15 bps   11.5% +/- 50 bps
    Adjusted EBITDA1 $18 – $22M   $135 – $145M
    Adjusted Net Income —   $53 – $63M
    Adjusted EPS —   $1.10 – $1.30
    1 See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, including revised Adjusted EBITDA, and the table entitled “Reconciliation of Forward Looking Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.

    Chief Financial Officer & Chief Administration Officer Announces Retirement

    On February 7, 2025, Mr. Jonathan Coblentz notified the Company that effective March 28, 2025, he plans to retire from his role as Chief Financial Officer (“CFO”) and Chief Administrative Officer (“CAO”) of the Company. Mr. Coblentz has served as the Company’s CFO since 2009.

    Mr. Coblentz will continue in his CFO and CAO roles until March 28th to support a smooth transition to Casey Mueller, the Company’s Principal Accounting Officer and Global Controller, who, following Mr. Coblentz’s departure will serve as our interim CFO. The Company has retained an executive search firm to conduct a thorough search process to identify Mr. Coblentz’s successor, considering both internal and external candidates.

    Mr. Mueller is 43 years old and has served as Global Controller since joining the Company in 2018 and assumed the role of Principal Accounting Officer in 2022. Prior to joining the Company, Mr. Mueller held various leadership roles of increasing scope and responsibility within finance at OneMain Financial from 2013 to 2018. Mr. Mueller also previously served as Audit Manager at Deloitte LLP, a public accounting firm, which currently serves as the Company’s auditor. Mr. Mueller is a Certified Public Accountant and received a B.S. in Accounting and Master of Accountancy from Brigham Young University.

    Conference Call

    As previously announced, Oportun’s management will host a conference call to discuss fourth quarter 2024 results at 5:00 p.m. ET (2:00 p.m. PT) today. A live webcast of the call will be accessible from the Investor Relations page of Oportun’s website at https://investor.oportun.com. The dial-in number for the conference call is 1-866-604-1698 (toll-free) or 1-201-389-0844 (international). Participants should call in 10 minutes prior to the scheduled start time. Both the call and webcast are open to the general public. For those unable to listen to the live broadcast, a webcast replay of the call will be available at https://investor.oportun.com for one year. A file that includes supplemental financial information and reconciliations of certain non-GAAP measures to their most directly comparable GAAP measures, will be available on the Investor Relations page of Oportun’s website at https://investor.oportun.com following the conference call.

    About Non-GAAP Financial Measures

    This press release presents information about the Company’s Adjusted Net Income (Loss), Adjusted EPS, Adjusted EBITDA, Adjusted Operating Expense, Adjusted Operating Efficiency, Adjusted Operating Expense Ratio, and Adjusted ROE, all of which are non-GAAP financial measures provided as a supplement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company believes these non-GAAP measures can be useful measures for period-to-period comparisons of its core business and provide useful information to investors and others in understanding and evaluating its operating results. Non-GAAP financial measures are provided in addition to, and not as a substitute for, and are not superior to, financial measures calculated in accordance with GAAP. In addition, the non-GAAP measures the Company uses, as presented, may not be comparable to similar measures used by other companies. Reconciliations of non-GAAP to GAAP measures can be found below.

    About Oportun

    Oportun (Nasdaq: OPRT) is a mission-driven financial services company that puts its members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, Oportun empowers members with the confidence to build a better financial future. Since inception, Oportun has provided more than $19.7 billion in responsible and affordable credit, saved its members more than $2.4 billion in interest and fees, and helped its members save an average of more than $1,800 annually. For more information, visit Oportun.com.

    Forward-Looking Statements

    This press release contains forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements as to future performance, results of operations and financial position; achievement of the Company’s strategic priorities and goals; expectations regarding the departure of the Company’s CFO and CAO and regarding its interim CFO; the Company’s expectations regarding macroeconomic conditions; the Company’s profitability and future growth opportunities; the effect of and trends in fair value mark-to-market adjustments on the Company’s loan portfolio and asset-backed notes; the Company’s first quarter and full year 2025 outlook; the Company’s expectations regarding Adjusted EPS in full year 2025; the Company’s expectations related to future profitability on an adjusted basis, and the plans and objectives of management for our future operations, are forward-looking statements. These statements can be generally identified by terms such as “expect,” “plan,” “goal,” “target,” “anticipate,” “assume,” “predict,” “project,” “outlook,” “continue,” “due,” “may,” “believe,” “seek,” or “estimate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These forward-looking statements speak only as of the date on which they are made and, except to the extent required by federal securities laws, Oportun disclaims any 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. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause Oportun’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Oportun has based these forward-looking statements on its current expectations and projections about future events, financial trends and risks and uncertainties that it believes may affect its business, financial condition and results of operations. These risks and uncertainties include those risks described in Oportun’s filings with the Securities and Exchange Commission, including Oportun’s most recent annual report on Form 10-K, and include, but are not limited to, Oportun’s ability to retain existing members and attract new members; Oportun’s ability to accurately predict demand for, and develop its financial products and services; the effectiveness of Oportun’s A.I. model; macroeconomic conditions, including fluctuating inflation and market interest rates; increases in loan non-payments, delinquencies and charge-offs; Oportun’s ability to increase market share and enter into new markets; Oportun’s ability to realize the benefits from acquisitions and integrate acquired technologies; the risk of security breaches or incidents affecting the Company’s information technology systems or those of the Company’s third-party vendors or service providers; Oportun’s ability to successfully offer loans in additional states; Oportun’s ability to compete successfully with other companies that are currently in, or may in the future enter, its industry; and changes in Oportun’s ability to obtain additional financing on acceptable terms or at all.

    Contacts

    Investor Contact
    Dorian Hare
    (650) 590-4323
    ir@oportun.com

    Media Contact
    Michael Azzano
    Cosmo PR for Oportun
    (415) 596-1978
    michael@cosmo-pr.com

    Oportun and the Oportun logo are registered trademarks of Oportun, Inc.

     
    Oportun Financial Corporation
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (in millions, except share and per share data, unaudited)
        Three Months Ended
    December 31,    		   Twelve Months Ended
    December 31,
          2024       2023       2024       2023  
    Revenue                
    Interest income   $ 233.5     $ 242.2     $ 925.5     $ 963.5  
    Non-interest income     17.5       20.5       76.3       93.4  
    Total revenue     250.9       262.6       1,001.8       1,056.9  
    Less:                
    Interest expense     73.7       52.0       238.2       179.4  
    Net decrease in fair value     (83.9 )     (138.5 )     (468.4 )     (596.8 )
    Net revenue     93.4       72.1       295.2       280.7  
                     
    Operating expenses:                
    Technology and facilities     37.9       54.8       166.2       219.4  
    Sales and marketing     17.3       18.1       67.0       75.3  
    Personnel     19.7       25.1       87.2       121.8  
    Outsourcing and professional fees     8.1       11.2       36.8       45.4  
    General, administrative and other     6.4       20.2       53.2       72.4  
    Total operating expenses     89.5       129.4       410.4       534.3  
                     
    Income (loss) before taxes     3.9       (57.3 )     (115.2 )     (253.7 )
    Income tax benefit     (4.8 )     (15.5 )     (36.5 )     (73.7 )
    Net income (loss)   $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
                     
    Diluted Earnings (Loss) per Common Share   $ 0.20     $ (1.09 )   $ (1.95 )   $ (4.88 )
    Diluted Weighted Average Common Shares     43,550,693       38,485,406       40,356,025       36,875,950  


    Note: Numbers may not foot or cross-foot due to rounding.

     
    Oportun Financial Corporation
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in millions, unaudited)
        December 31,   December 31,
          2024       2023  
    Assets        
    Cash and cash equivalents   $ 60.0     $ 91.2  
    Restricted cash     154.7       114.8  
    Loans receivable at fair value     2,778.5       2,962.4  
    Capitalized software and other intangibles     86.6       114.7  
    Right of use assets – operating     9.8       21.1  
    Other assets     137.6       107.7  
    Total assets   $ 3,227.1     $ 3,411.9  
             
    Liabilities and stockholders’ equity        
    Liabilities        
    Secured financing   $ 535.5     $ 290.0  
    Asset-backed notes at fair value     1,080.7       1,780.0  
    Asset-backed borrowings at amortized cost     984.3       581.5  
    Acquisition and corporate financing     203.8       258.7  
    Lease liabilities     18.2       28.4  
    Other liabilities     50.9       68.9  
    Total liabilities     2,873.3       3,007.5  
    Stockholders’ equity        
    Common stock     —       —  
    Common stock, additional paid-in capital     612.6       584.6  
    Accumulated deficit     (252.5 )     (173.8 )
    Treasury stock     (6.3 )     (6.3 )
    Total stockholders’ equity     353.8       404.4  
    Total liabilities and stockholders’ equity   $ 3,227.1     $ 3,411.9  


    Note: Numbers may not foot or cross-foot due to rounding.

     
    Oportun Financial Corporation
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in millions, unaudited)
      Three Months Ended
    December 31,    		   Twelve Months Ended
    December 31,
        2024       2023       2024       2023  
    Cash flows from operating activities              
    Net income (loss) $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
    Adjustments for non-cash items   100.4       139.0       498.0       585.3  
    Proceeds from sale of loans in excess of originations of loans sold and held for sale   0.2       2.9       4.5       8.5  
    Changes in balances of operating assets and liabilities   (17.9 )     6.2       (30.3 )     (21.1 )
    Net cash provided by operating activities   91.4       106.3       393.5       392.8  
                   
    Cash flows from investing activities              
    Net loan principal repayments (loan originations)   (101.7 )     (91.8 )     (228.1 )     (257.5 )
    Proceeds from loan sales originated as held for investment   51.7       1.3       54.5       4.1  
    Capitalization of system development costs   (6.1 )     (6.1 )     (19.2 )     (31.3 )
    Other, net   (0.3 )     (0.2 )     (0.9 )     (1.4 )
    Net cash used in investing activities   (56.4 )     (96.8 )     (193.7 )     (286.2 )
                   
    Cash flows from financing activities              
    Borrowings   691.2       429.4       1,736.7       945.5  
    Repayments   (740.1 )     (432.1 )     (1,927.7 )     (1,047.1 )
    Net stock-based activities   —       (0.4 )     (0.3 )     (2.7 )
    Net cash used in financing activities   (48.9 )     (3.1 )     (191.2 )     (104.4 )
                   
    Net increase (decrease) in cash and cash equivalents and restricted cash   (13.9 )     6.4       8.6       2.2  
    Cash and cash equivalents and restricted cash beginning of period   228.5       199.6       206.0       203.8  
    Cash and cash equivalents and restricted cash end of period $ 214.6     $ 206.0     $ 214.6     $ 206.0  


    Note: Numbers may not foot or cross-foot due to rounding.

     
    Oportun Financial Corporation
    CONSOLIDATED KEY PERFORMANCE METRICS
    (unaudited)
        Three Months Ended
    December 31,    		   Twelve Months Ended
    December 31,
    Key Financial and Operating Metrics     2024       2023       2024       2023  
    Aggregate Originations (Millions)   $ 522.2     $ 437.3     $ 1,775.3     $ 1,813.1  
    Portfolio Yield (%)     34.2 %     32.7 %     33.5 %     32.2 %
    30+ Day Delinquency Rate (%)     4.8 %     5.9 %     4.8 %     5.9 %
    Annualized Net Charge-Off Rate (%)     11.7 %     12.3 %     12.0 %     12.2 %
                     
    Other Metrics                
    Managed Principal Balance at End of Period (Millions)   $ 2,973.5     $ 3,182.1     $ 2,973.5     $ 3,182.1  
    Owned Principal Balance at End of Period (Millions)   $ 2,678.2     $ 2,904.7     $ 2,678.2     $ 2,904.7  
    Average Daily Principal Balance (Millions)   $ 2,714.4     $ 2,940.5     $ 2,766.6     $ 2,992.6  


    Note: Numbers may not foot or cross-foot due to rounding.

     
    Oportun Financial Corporation
    ABOUT NON-GAAP FINANCIAL MEASURES
    (unaudited)

    This press release dated February 12, 2025 contains non-GAAP financial measures. The following tables reconcile the non-GAAP financial measures in this press release to the most directly comparable financial measures prepared in accordance with GAAP.

    The Company believes that the provision of these non-GAAP financial measures can provide useful measures for period-to-period comparisons of Oportun’s core business and useful information to investors and others in understanding and evaluating its operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same names, and may differ from non-GAAP financial measures with the same or similar names that are used by other companies.

    As previously announced on March 12, 2024, beginning with the quarter ended March 31, 2024 the Company has updated it’s calculation of Adjusted EBITDA and Adjusted Net Income for all periods. To align with these updated calculations the Company also updated Adjusted Operating Efficiency, Adjusted EPS and Adjusted Return on Equity. Comparable prior period Non-GAAP financial measures are included in addition to the previously reported metrics.

    Adjusted EBITDA
    The Company defines Adjusted EBITDA as net income, adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted EBITDA is an important measure because it allows management, investors and its board of directors to evaluate and compare operating results, including return on capital and operating efficiencies, from period to period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of Oportun’s business, as it removes the effect of income taxes, certain non-cash items, variable charges and timing differences.

    • The Company believes it is useful to exclude the impact of income tax expense, as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations.
    • The Company believes it is useful to exclude depreciation and amortization and stock-based compensation expense because they are non-cash charges.
    • The Company believes it is useful to exclude the impact of interest expense associated with the Company’s corporate financing facilities, including the senior secured term loan and the residual financing facility, as it views this expense as related to its capital structure rather than its funding.
    • The Company excludes the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
    • The Company also excludes fair value mark-to-market adjustments on its loans receivable portfolio and asset-backed notes carried at fair value because these adjustments do not impact cash.

    Adjusted Net Income
    The Company defines Adjusted Net Income as net income adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted Net Income is an important measure of operating performance because it allows management, investors, and the Company’s board of directors to evaluate and compare its operating results, including return on capital and operating efficiencies, from period to period, excluding the after-tax impact of non-cash, stock-based compensation expense and certain non-recurring charges.

    • The Company believes it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations. The Company also includes the impact of normalized income tax expense by applying a normalized statutory tax rate.
    • The Company believes it is useful to exclude the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect its ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
    • The Company believes it is useful to exclude stock-based compensation expense because it is a non-cash charge.
    • The Company also excludes the fair value mark-to-market adjustment on its asset-backed notes carried at fair value to align with the 2023 accounting policy decision to account for new debt financings at amortized cost.

    Adjusted Operating Expense, Adjusted Operating Efficiency and Adjusted Operating Expense Ratio
    The Company defines Adjusted Operating Expense as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges. Other non-recurring charges include litigation reserve, impairment charges, and debt amendment costs related to our Corporate Financing facility. The Company defines Adjusted Operating Efficiency as Adjusted Operating Expense divided by total revenue. The Company defines Adjusted Operating Expense Ratio as Adjusted Operating Expense divided by Average Daily Principal Balance. The Company believes Adjusted Operating Expense is an important measure because it allows management, investors and Oportun’s board of directors to evaluate and compare its operating costs from period to period, excluding the impact of non-cash, stock-based compensation expense and certain non-recurring charges. The Company believes Adjusted Operating Efficiency and Adjusted Operating Expense Ratio are important measures because they allow management, investors and Oportun’s board of directors to evaluate how efficiently the Company is managing costs relative to revenue and Average Daily Principal Balance.

    Adjusted Return on Equity
    The Company defines Adjusted Return on Equity (“ROE”) as annualized Adjusted Net Income divided by average stockholders’ equity. Average stockholders’ equity is an average of the beginning and ending stockholders’ equity balance for each period. The Company believes Adjusted ROE is an important measure because it allows management, investors and its board of directors to evaluate the profitability of the business in relation to its stockholders’ equity and how efficiently it generates income from stockholders’ equity.

    Adjusted EPS
    The Company defines Adjusted EPS as Adjusted Net Income divided by weighted average diluted shares outstanding.

     
    Oportun Financial Corporation
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (in millions, unaudited)
        Three Months Ended
    December 31,    		   Twelve Months Ended
    December 31,
    Adjusted EBITDA     2024       2023       2024       2023  
    Net income (Loss)   $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
    Adjustments:                
    Income tax benefit     (4.8 )     (15.5 )     (36.5 )     (73.7 )
    Interest on corporate financing     11.4       14.6       51.1       51.8  
    Depreciation and amortization     12.5       13.8       52.2       54.9  
    Stock-based compensation expense     2.8       4.8       13.1       18.0  
    Workforce optimization expenses     0.1       6.8       3.1       22.5  
    Other non-recurring charges (1)     14.2       10.8       31.0       15.5  
    Fair value mark-to-market adjustment     (4.0 )     16.4       69.3       109.5  
    Adjusted EBITDA(2)   $ 41.0     $ 9.9     $ 104.5     $ 18.6  
        Three Months Ended
    December 31,    		   Twelve Months Ended
    December 31,
    Adjusted Net Income     2024       2023       2024       2023  
    Net income (Loss)   $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
    Adjustments:                
    Income tax benefit     (4.8 )     (15.5 )     (36.5 )     (73.7 )
    Stock-based compensation expense     2.8       4.8       13.1       18.0  
    Workforce optimization expenses     0.1       6.8       3.1       22.5  
    Other non-recurring charges (1)     14.2       10.8       31.0       15.5  
    Net decrease in fair value of credit cards receivable     —       —       36.2       —  
    Mark-to-market adjustment on ABS notes     8.5       23.6       72.1       100.0  
    Adjusted income before taxes     29.5       (11.3 )     40.2       (97.7 )
    Normalized income tax expense     8.0       (3.0 )     10.8       (26.4 )
    Adjusted Net Income (Loss) (3)   $ 21.5     $ (8.2 )   $ 29.3     $ (71.3 )
                     
    Stockholders’ equity   $ 353.8     $ 404.4     $ 353.8     $ 404.4  
    GAAP ROE     10.2 %   (39.2 )%   (20.8 )%   (37.8 )%
    Adjusted ROE (%) (4)     25.2 %   (7.7 )%     7.7 %   (15.0 )%


    Note: Numbers may not foot or cross-foot due to rounding.
    (1) Certain prior-period financial information has been reclassified to conform to current period presentation.
    (2) Our calculation of Adjusted EBITDA was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted EBITDA shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $6.1 million and $1.7 million, respectively.
    (3) Our calculation of Adjusted Net Income (Loss) was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted Net Income (Loss) shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $(20.6) million and $(124.1) million, respectively.
    (4) Calculated as Adjusted Net Income (Loss) divided by average stockholders’ equity. ROE has been annualized. Due to the Adjusted Net Income (Loss) revisions in Q1 2024, the Q4 2023 and FY 2023 Adjusted ROE values would have been (19.3)% and (26.1)%, respectively.

     
    Oportun Financial Corporation
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (in millions, unaudited)
        Three Months Ended
    December 31,    		   Twelve Months Ended
    December 31,
    Adjusted Operating Efficiency     2024       2023       2024       2023  
    Operating Efficiency     35.7 %     49.3 %     41.0 %     50.6 %
    Total Revenue   $ 250.9     $ 262.6     $ 1,001.8     $ 1,056.9  
                     
    Total Operating Expense   $ 89.5     $ 129.4     $ 410.4     $ 534.3  
    Adjustments:                
    Stock-based compensation expense     (2.8 )     (4.8 )     (13.1 )     (18.0 )
    Workforce optimization expenses     (0.1 )     (6.8 )     (3.1 )     (22.5 )
    Other non-recurring charges (1)     2.6       (10.5 )     (12.9 )     (14.4 )
    Total Adjusted Operating Expense   $ 89.2     $ 107.3     $ 381.3     $ 479.4  
                     
    Adjusted Operating Efficiency(2)     35.5 %     40.9 %     38.1 %     45.4 %
                     
    Average Daily Principal Balance   $ 2,714.4     $ 2,940.5     $ 2,766.6     $ 2,992.6  
                     
    OpEx Ratio     13.1 %     17.5 %     14.8 %     17.9 %
    Adjusted OpEx Ratio     13.1 %     14.5 %     13.8 %     16.0 %
                     

    Note: Numbers may not foot or cross-foot due to rounding.
    (1) Certain prior-period financial information has been reclassified to conform to current period presentation.
    (2) Our calculation of Adjusted Net Income (Loss) was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. We have removed the adjustment related to acquisition and integration related expenses from our calculation of Adjusted Operating Efficiency to maintain consistency with the revised Adjusted EBITDA and Adjusted Net Income (Loss) calculations. The Q4 2023 and FY 2023 values for Adjusted Operating Efficiency shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been 38.4% and 42.7%, respectively.

     
    Oportun Financial Corporation
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (in millions, except share and per share data, unaudited)
        Three Months Ended
    December 31,    		   Twelve Months Ended
    December 31,
    GAAP Earnings (loss) per Share     2024       2023       2024       2023  
    Net income (loss)   $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
    Net income (loss) attributable to common stockholders   $ 8.7     $ (41.8 )   $ (78.7 )   $ (180.0 )
                     
    Basic weighted-average common shares outstanding     42,720,229       38,485,406       40,356,025       36,875,950  
    Weighted average effect of dilutive securities:                
    Stock options     —       —       —       —  
    Restricted stock units     830,464       —       —       —  
    Diluted weighted-average common shares outstanding     43,550,693       38,485,406       40,356,025       36,875,950  
                     
    Earnings (loss) per share:                
    Basic   $ 0.20     $ (1.09 )   $ (1.95 )   $ (4.88 )
    Diluted   $ 0.20     $ (1.09 )   $ (1.95 )   $ (4.88 )
        Three Months Ended
    December 31,    		   Twelve Months Ended
    December 31,
    Adjusted Earnings (loss) Per Share     2024       2023       2024       2023  
    Diluted earnings (loss) per share   $ 0.20     $ (1.09 )   $ (1.95 )   $ (4.88 )
                     
    Adjusted Net Income   $ 21.5     $ (8.2 )   $ 29.3     $ (71.3 )
                     
    Basic weighted-average common shares outstanding     42,720,229       38,485,406       40,356,025       36,875,950  
    Weighted average effect of dilutive securities:                
    Stock options     —       —       —       —  
    Restricted stock units     830,464       —       500,705       —  
    Diluted adjusted weighted-average common shares outstanding     43,550,693       38,485,406       40,856,730       36,875,950  
                     
    Adjusted Earnings (loss) Per Share(1)   $ 0.49     $ (0.21 )   $ 0.72     $ (1.93 )


    Note: Numbers may not foot or cross-foot due to rounding.
    (1) Our calculation of Adjusted Net Income (Loss) was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted EPS shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $(0.54) and $(3.37), respectively.

     
    Oportun Financial Corporation
    RECONCILIATION OF FORWARD LOOKING NON-GAAP FINANCIAL MEASURES
    (in millions, unaudited)
        1Q 2025   FY 2025
        Low   High   Low   High
    Adjusted EBITDA                
    Net (loss)   $ (5.4 ) * $ (2.2 ) * $ 23.2     $ 33.4  
    Adjustments:                
    Income tax expense (benefit)     (1.3 )     (0.5 )     6.3       9.0  
    Interest on corporate financing     9.2       9.2       36.7       36.7  
    Depreciation and amortization     10.6       10.6       40.6       40.6  
    Stock-based compensation expense     3.5       3.5       15.0       15.0  
    Other non-recurring charges     1.4       1.4       5.8       5.8  
    Fair value mark-to-market adjustment   *   *     7.4       4.4  
    Adjusted EBITDA   $ 18.0     $ 22.0     $ 135.0     $ 145.0  
                     

    *Due to the uncertainty in macroeconomic conditions and quarterly volatility in the fair value mark to market adjustment, we are unable to precisely forecast the fair value mark-to-market adjustments on our loan portfolio and asset-backed notes on a quarterly basis.

        FY 2025
    Adjusted Net Income and Adjusted EPS   Low   High
    Net income   $ 23.2     $ 33.4  
    Adjustments:        
    Income tax expense (benefit)     6.3       9.0  
    Stock-based compensation expense     15.0       15.0  
    Other non-recurring charges     5.8       5.8  
    Mark-to-market adjustment on ABS notes     22.3       22.3  
    Adjusted income before taxes   $ 72.6     $ 85.6  
    Normalized income tax expense     19.6       23.1  
    Adjusted Net Income   $ 53.0     $ 62.5  
             
    Diluted weighted-average common shares outstanding     48.2       48.2  
             
    Diluted earnings per share   $ 0.48     $ 0.69  
    Adjusted Earnings Per Share   $ 1.10     $ 1.30  
                     

    Note: Numbers may not foot or cross-foot due to rounding.

    The MIL Network –

  • MIL-OSI: Clairvest Reports Fiscal 2025 Third Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Feb. 12, 2025 (GLOBE NEWSWIRE) — Clairvest Group Inc. (TSX: CVG) today reported results for the fiscal 2025 third quarter and nine months ended December 31, 2024. (All figures are in Canadian dollars unless otherwise stated)

    Highlights

    • December 31, 2024 book value was $1,234.3 million or $86.78 per share compared with $1,196.9 million or $84.06 per share as at September 30, 2024
    • Net income for the quarter ended December 31, 2024 was $38.5 million or $2.70 per share
    • Net income for the nine months ended December 31, 2024 was $101.3 million of $7.00 per share
    • Clairvest and Clairvest Equity Partners VII (“CEP VII”) invested in Redstone Food Group
    • Clairvest and Clairvest Equity Partners III (“CEP III”) sold its investment in Chilean Gaming Holdings

    Clairvest’s book value was $1,234.3 million or $86.78 per share as at December 31, 2024, compared with $1,196.9 million or $84.06 per share as at September 30, 2024. For the quarter ended December 31, 2024, Clairvest recorded net income of $38.5 million, or $2.70 per share, which was driven by the realization of its investment in Chilean Gaming Holdings, a net increase in the valuation of Clairvest’s private equity investment portfolio and net foreign exchange gains due to material weakness in the Canadian dollar as the Company has various assets in foreign currencies which are not hedged against the Canadian dollar.

    For the nine months ended December 31, 2024, the net income was $101.3 million, or $7.00 per share.

    In November 2024, and as previously announced, Clairvest together with CEP VII made a $42.1 million minority preferred equity investment in Redstone Food Group, a leading commercial bakery of bread and bakery products, focused on the in-store bakery segment. Clairvest’s portion of the investment was $10.5 million. Redstone Food Group is the first investment of CEP VII’s US$1.2 billion investment program, which commenced on April 1, 2024.

    In November 2024, Chilean Gaming Holdings, an acquisition entity for Clairvest, CEP III and other co-investors, sold its ownership interests in various casino properties in Chile. Proceeds on the sale totalled $41 million for Clairvest, compared with a cost of $28 million. There may be additional cash proceeds on this realization which are subject to certain conditions and are not expected to be material. Clairvest made its initial investment in Chilean Gaming Holdings in January 2008, and its realization represents the sale of the last investment of CEP III.

    “This past quarter was a productive one for Clairvest, highlighted by a new investment and a portfolio realization. We are pleased to partner with Rob Wheeler, an entrepreneur who shares our vision for growth, and we look forward to supporting Redstone Food Group in its next chapter. Additionally, we completed the sale of a legacy portfolio company, enabling our team to focus on value creation within our existing investments and on the strategic deployment of capital in CEP VII. This sale also concluded the CEP III investment program which generated a net return of 2.5x and a 17% IRR for our third-party investors, making this another top quartile fund for Clairvest,” said Ken Rotman, CEO of Clairvest.

    Summary of Financial Results – Unaudited
             
    Financial Results Quarter ended Nine months ended
    December 31 December 31
    2024 2023   2024 2023  
    ($000’s, except per share amounts) $ $ $ $
    Net investment gain (loss) 22,304 (19,116 ) 3,810 (41,409 )
    Net carried interest from Clairvest Equity Partners III and IV 2,930 892   4,461 2,695  
    Distributions, interest income, dividends and fees 27,250 14,319   137,678 40,439  
    Total expenses, excluding income taxes 6,154 2,168   28,194 38,232  
    Net income (loss) and comprehensive income (loss) 38,450 (4,950 ) 101,321 (29,456 )
    Basic and fully diluted net income (loss) per share 2.70 (0.34 ) 7.00 (1.97 )
    Financial Position December 31 March 31,
    2024 2024
    ($000’s, except share information and per share amounts) $ $
    Total assets 1,408,658 1,342,139
    Total cash, cash equivalents, temporary investments and restricted cash 305,444 330,193
    Carried interest from Clairvest Equity Partners III and IV 48,809 52,188
    Corporate investments(1) 927,853 870,660
    Total liabilities 174,309 165,842
    Management participation from Clairvest Equity Partners III and IV 37,764 41,506
    Book value(2) 1,234,349 1,176,297
    Common shares outstanding 14,223,531 14,673,701
    Book value per share(2) 86.78 80.16

    (1) Includes carried interest of $133,597 (March 31: $143,617) and management participation of $98,788 (March 31: $103,740) from Clairvest Equity Partners V and VI, and $168,351 (March 31: $90,973) in cash, cash equivalents and temporary investments held by Clairvest’s acquisition entities.
    (2) Book value is a Non-IFRS measure calculated as the value of total assets less the value of total liabilities.

    Clairvest’s third quarter fiscal 2025 financial statements and MD&A are available on the SEDAR website at www.sedar.com and the Clairvest website at www.clairvest.com.

    About Clairvest
    Clairvest’s mission is to partner with entrepreneurs to help them build strategically significant businesses. Founded in 1987 by a group of successful Canadian entrepreneurs, Clairvest is a top performing private equity management firm with over CAD $4.6 billion of capital under management. Clairvest invests its own capital and that of third parties through the Clairvest Equity Partners limited partnerships in owner-led businesses. Under the current management team, Clairvest has initiated investments in 67 different platform companies and generated top quartile performance over an extended period.

    Contact Information
    Stephanie Lo
    Director of Investor Relations and Marketing
    Clairvest Group Inc.
    Tel: (416) 925-9270
    Fax: (416) 925-5753
    stephaniel@clairvest.com

    Forward-looking Statements
    This news release contains forward-looking statements with respect to Clairvest Group Inc., its subsidiaries, its CEP limited partnerships and their investments. These statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Clairvest, its subsidiaries, its CEP limited partnerships and their investments to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general and economic business conditions and regulatory risks. Clairvest is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.

    www.clairvest.com

    The MIL Network –

  • MIL-OSI: Farmers & Merchants Bancorp, Inc. Reports 2024 Fourth-Quarter and Full-Year Financial Results

    Source: GlobeNewswire (MIL-OSI)

    ARCHBOLD, Ohio, Feb. 12, 2025 (GLOBE NEWSWIRE) — Farmers & Merchants Bancorp, Inc. (Nasdaq: FMAO) today reported financial results for the 2024 fourth quarter and twelve months ended December 31, 2024.

    2024 Fourth Quarter Financial and Operating Highlights (on a year-over-year basis unless noted):

    • 87 consecutive quarters of profitability
    • Net income increased 51.2% to $8.4 million, or $0.61 per basic and diluted share, from $5.5 million, or $0.41 per basic and diluted share
    • Asset quality remains at historically strong levels with nonperforming loans of only $3.1 million at December 31, 2024, compared to $22.4 million at December 31, 2023
    • Net charge-offs to average loans were 0.00%
    • Allowance for credit losses was 826.70% of nonperforming loans
    • Tier 1 leverage ratio was 8.12%
    • Net interest margin increased 27 basis points to 2.84%
    • Efficiency ratio improved to 59.82%, compared to 69.23% for the same period a year ago

    2024 Full-Year Financial Highlights Include (on a year-over-year basis unless noted):

    • Total loans, net were $2.56 billion at December 31, 2024, compared to $2.58 billion at December 31, 2023 and $2.54 billion at September 30, 2024
    • Total assets increased 2.5% to $3.36 billion
    • Deposits increased 3.0% to a record $2.69 billion
    • Stockholders’ equity increased 5.9% to $335.2 million
    • Net interest income after provision for credit losses increased 7.5% to $85.6 million
    • Return on average tangible equity was 8.91%
    • F&M ended 2024 with excellent liquidity levels, and over $690 million in contingent funding sources, and a cash-to-assets ratio of 5.3%, compared to 4.3% at December 31, 2023
    • Dividend raised 3.8% year-over-year, representing the 30th consecutive annual increase in the Company’s regular dividend payment since 1994

    Lars B. Eller, President and Chief Executive Officer, stated, “Our strong 2024 financial performance reflects solid execution of our multi-year strategic plan, as we have remained focused on continual improvements, managing the items under our control, and providing our customers and communities with outstanding, and local financial services. Thanks to the unwavering dedication of our team and the trust of our customers, F&M’s financial and operating results strengthened throughout 2024. This performance creates a solid foundation and further solidifies F&M’s position as a leading community bank in the Ohio, Indiana and Michigan markets we serve.”

    Mr. Eller continued, “Strong earnings growth in 2024 was driven by the success of ongoing strategies aimed at expanding our net interest margin, maintaining excellent asset quality, and driving efficiencies across our business. Core earnings for the 2024 fourth quarter were strong as net interest income after provision for credit losses increased 16.1% year-over-year to a quarterly record of $22.6 million, and noninterest income expanded 4.1% year-over-year to $4.0 million. We believe these trends highlight the improvements we have made to profitability, and we expect these trends to continue in the second half 2025.”

    Income Statement
    Net income for the 2024 fourth quarter ended December 31, 2024, was $8.4 million, compared to $5.5 million for the same period last year. Net income per basic and diluted share for the 2024 fourth quarter was $0.61, compared to $0.41 for the same period last year. Net income for the 2024 twelve months ended December 31, 2024, was $25.9 million, compared to $22.8 million for the same period last year. Net income per basic and diluted share for the 2024 twelve months was $1.90, compared to $1.67 for the same period last year.

    Deposits
    At December 31, 2024, total deposits were a record $2.69 billion, an increase of 3.0% from December 31, 2023. The Company’s cost of interest-bearing liabilities was 3.01% for the quarter ended December 31, 2024, compared to 3.02% for the quarter ended December 31, 2023. For the 2024 twelve months ended December 31, 2024, F&M’s cost of interest-bearing liabilities was 3.12%, compared to 2.53% in the prior year reflecting the higher rate environment and growth in interest-bearing checking and savings accounts.  

    Mr. Eller commented, “Throughout 2024, we pursued strategies aimed at optimizing our deposit base and growing low-cost checking (DDA) deposits. Since the beginning of 2024, we added nearly 7,500 new checking accounts, and benefited from new and expanded relationships at offices that were opened in 2023. As a result, we ended 2024 with a loan-to-deposit ratio of 94.4%, compared to 98.0% at December 31, 2023.”

    Loan Portfolio and Asset Quality
    “While the demand for loans is high across our markets, our approach to risk and pricing remains prudent. This strategy has contributed to historically strong asset quality over the past two quarters and is a testament to F&M’s risk, lending, and compliance capabilities and high-performing teams.   We expect loan growth to increase modestly in 2025, with growth weighted in the back half of the year. In addition, 31.4% of our loan portfolio is subject to reprice in the next 12 months. We believe these favorable trends will contribute to higher net interest income in 2025,” continued Mr. Eller.

    Total loans, net at December 31, 2024, decreased 0.7%, or by $19.3 million to $2.56 billion, compared to $2.58 billion at December 31, 2023. The year-over-year decline was driven primarily by lower consumer real estate, consumer, and agricultural real estate loans, partially offset primarily by higher commercial and industrial and agricultural loans. Compared to the quarter ended September 30, 2024, total loans, net at December 31, 2024 increased by 0.9% or $23.5 million.

    F&M continues to closely monitor its loan portfolio with a particular emphasis on higher risk sectors. Nonperforming loans were $3.1 million, or 0.12% of total loans at December 31, 2024, compared to $22.4 million, or 0.87% of total loans at December 31, 2023, and $2.9 million, or 0.11% at September 30, 2024.

    F&M maintains a well-balanced, diverse and high performing CRE portfolio. CRE loans represented 51.2% of the Company’s total loan portfolio at December 31, 2024. In addition, F&M’s commercial real estate office credit exposure represented 5.2% of the Company’s total loan portfolio at December 31, 2024, with a weighted average loan-to-value of approximately 64% and an average loan of approximately $958,100.

    F&M’s CRE portfolio included the following categories at December 31, 2024:

    CRE Category

    		   Dollar
    Balance    		   Percent of
    CRE
    Portfolio    (*)    		   Percent of
    Total Loan
    Portfolio    (*)
                 
    Industrial   $ 269,315   20.6%   10.5%
    Multi-family     233,868   17.8%   9.1%
    Retail     219,395   16.7%   8.6%
    Hotels     141,514   10.8%   5.5%
    Office     134,139   10.2%   5.2%
    Gas Stations     70,767   5.4%   2.8%
    Food Service     49,246   3.8%   1.9%
    Senior Living     31,799   2.4%   1.3%
    Development     29,491   2.3%   1.2%
    Auto Dealers     28,081   2.1%   1.1%
    Other     103,196   7.9%   4.0%
    Total CRE   $ 1,310,811   100.0%   51.2%

    * Numbers have been rounded

    At December 31, 2024, the Company’s allowance for credit losses to nonperforming loans was 826.70%, compared to 111.95% at December 31, 2023. The allowance to total loans was 1.07% at December 31, 2024, compared to 1.06% at December 31, 2023. 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 December 31, 2024, compared to 1.13% at December 31, 2023.

    Mr. Eller concluded, “Throughout the new year, we will leverage F&M’s strong banking platform, while continuing to make strategic investments that expanded our operations, capabilities, and services. We believe this will expand operating efficiencies and produce better outcomes for our customers. I am proud of our strong performance in 2024, and expect 2025 to be another good year for F&M.”

    Stockholders’ Equity and Dividends
    Total stockholders’ equity increased 5.9% to $335.2 million, or $24.47 per share at December 31, 2024, from $316.5 million, or $23.17 per share at December 31, 2023. The Company’s Tier 1 leverage ratio of 8.12%, remained stable compared to December 31, 2023.

    Tangible stockholders’ equity increased to $270.0 million at December 31, 2024, compared to $254.2 million at December 31, 2023. On a per share basis, tangible stockholders’ equity at December 31, 2024, was $17.74 per share, compared to $16.29 per share at December 31, 2023.

    For the twelve months ended December 31, 2024, the Company declared cash dividends of $0.8825 per share, representing a 3.8% 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 twelve months ended December 31, 2024, the dividend payout ratio was 46.07% compared to 50.65% 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     Twelve Months Ended
      December 31,
    2024    		     September 30,
    2024    		     June 30,
    2024    		     March 31,
    2024    		     December 31,
    2023    		     December 31,
    2024    		     December 31,
    2023    		  
    Interest Income                                        
    Loans, including fees $ 36,663     $ 36,873     $ 36,593     $ 35,200     $ 34,493     $ 145,329     $ 129,344  
    Debt securities:                                        
    U.S. Treasury and government agencies 1,882     1,467     1,148     1,045     987     5,542     4,090  
    Municipalities 384     387     389     394     397     1,554     1,598  
    Dividends 367     334     327     333     365     1,361     882  
    Federal funds sold 24     7     7     7     8     45     44  
    Other 2,531     2,833     2,702     1,675     2,020     9,741     3,850  
    Total interest income 41,851     41,901     41,166     38,654     38,270     163,572     139,808  
    Interest Expense                                        
    Deposits 15,749     16,947     16,488     15,279     15,015     64,463     46,923  
    Federal funds purchased and securities sold under agreements to repurchase 274     277     276     284     293     1,111     1,474  
    Borrowed funds 2,713     2,804     2,742     2,689     2,742     10,948     8,876  
    Subordinated notes 285     284     285     284     285     1,138     1,138  
    Total interest expense 19,021     20,312     19,791     18,536     18,335     77,660     58,411  
    Net Interest Income – Before Provision for Credit Losses 22,830     21,589     21,375     20,118     19,935     85,912     81,397  
    Provision for (Recovery of) Credit Losses – Loans 346     282     605     (289 )   278     944     1,698  
    Provision for (Recovery of) Credit Losses – Off Balance Sheet Credit Exposures (120 )   (267 )   (18 )   (266 )   189     (671 )   46  
    Net Interest Income After Provision for Credit Losses 22,604     21,574     20,788     20,673     19,468     85,639     79,653  
    Noninterest Income                                        
    Customer service fees 237     300     189     598     415     1,324     1,332  
    Other service charges and fees 1,176     1,155     1,085     1,057     1,090     4,473     4,343  
    Interchange income 1,322     1,315     1,330     1,429     1,310     5,396     5,318  
    Loan servicing income 771     710     513     539     666     2,533     4,405  
    Net gain on sale of loans 223     215     314     107     230     859     699  
    Increase in cash surrender value of bank owned life insurance 248     265     236     216     216     965     834  
    Net gain (loss) on sale of other assets owned 22     –     49     –     (86 )   71     (135 )
    Net loss on sale of available-for-sale securities –     –     –     –     –     –     (891 )
    Total noninterest income 3,999     3,960     3,716     3,946     3,841     15,621     15,905  
    Noninterest Expense                                        
    Salaries and wages 7,020     7,713     7,589     7,846     6,981     30,168     26,915  
    Employee benefits 2,148     2,112     2,112     2,171     1,218     8,543     7,520  
    Net occupancy expense 1,072     1,054     999     1,027     1,187     4,152     3,833  
    Furniture and equipment 1,032     1,472     1,407     1,353     1,370     5,264     5,022  
    Data processing 160     339     448     500     785     1,447     3,147  
    Franchise taxes 312     410     265     555     308     1,542     1,487  
    ATM expense 328     472     397     473     665     1,670     2,611  
    Advertising 498     597     519     530     397     2,144     2,606  
    FDIC assessment 505     516     507     580     594     2,108     1,982  
    Servicing rights amortization – net 244     219     187     168     182     818     611  
    Loan expense 236     244     251     229     246     960     1,055  
    Consulting fees 242     251     198     186     192     877     832  
    Professional fees 368     453     527     445     331     1,793     1,430  
    Intangible asset amortization 446     445     444     445     446     1,780     1,780  
    Other general and administrative 1,465     1,128     1,495     1,333     1,532     5,421     6,373  
    Total noninterest expense 16,076     17,425     17,345     17,841     16,434     68,687     67,204  
    Income Before Income Taxes 10,527     8,109     7,159     6,778     6,875     32,573     28,354  
    Income Taxes 2,146     1,593     1,477     1,419     1,332     6,635     5,567  
    Net Income 8,381     6,516     5,682     5,359     5,543     25,938     22,787  
    Other Comprehensive Income (Loss) (Net of Tax):                                        
    Net unrealized gain (loss) on available-for-sale securities (7,403 )   11,664     2,531     (1,995 )   13,261     4,797     10,781  
    Reclassification adjustment for realized loss on sale of available-for-sale securities –     –     –     –     –     –     891  
    Net unrealized gain (loss) on available-for-sale securities (7,403 )   11,664     2,531     (1,995 )   13,261     4,797     11,672  
    Tax expense (benefit) (1,554 )   2,449     531     (418 )   2,784     1,008     2,451  
    Other comprehensive income (loss) (5,849 )   9,215     2,000     (1,577 )   10,477     3,789     9,221  
    Comprehensive Income $ 2,532     $ 15,731     $ 7,682     $ 3,782     $ 16,020     $ 29,727     $ 32,008  
    Basic Earnings Per Share $ 0.61     $ 0.48     $ 0.42     $ 0.39     $ 0.41     $ 1.90     $ 1.67  
    Diluted Earnings Per Share $ 0.61     $ 0.48     $ 0.42     $ 0.39     $ 0.41     $ 1.90     $ 1.67  
    Dividends Declared $ 0.22125     $ 0.22125     $ 0.22     $ 0.22     $ 0.22     $ 0.88250     $ 0.85  
                                             
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited) (in thousands of dollars, except per share data)
     
      December 31,
    2024    		     September 30,
    2024    		     June 30,
    2024    		     March 31,
    2024    		     December 31,
    2023    		  
            (Unaudited)     (Unaudited)     (Unaudited)        
    Assets                            
    Cash and due from banks $                       174,855     $                       244,572     $                     191,785     $                     186,541     $                      140,917  
    Federal funds sold 1,496     932     1,283     1,241     1,284  
    Total cash and cash equivalents 176,351     245,504     193,068     187,782     142,201  
                                 
    Interest-bearing time deposits 2,482     2,727     3,221     2,735     2,740  
    Securities – available-for-sale 426,556     404,881     365,209     347,516     358,478  
    Other securities, at cost 14,400     15,028     14,721     14,744     17,138  
    Loans held for sale 2,996     1,706     1,628     2,410     1,576  
    Loans, net of allowance for credit losses of $25,826 12/31/24 and $25,024 12/31/23 2,536,043     2,512,852     2,534,468     2,516,687     2,556,167  
    Premises and equipment 33,828     33,779     34,507     35,007     35,790  
    Construction in progress –     35     38     9     8  
    Goodwill 86,358     86,358     86,358     86,358     86,358  
    Loan servicing rights 5,656     5,644     5,504     5,555     5,648  
    Bank owned life insurance 34,872     34,624     34,359     34,123     33,907  
    Other assets 45,181     46,047     49,552     54,628     43,218  
    Total Assets $                    3,364,723     $                    3,389,185     $                  3,322,633     $                  3,287,554     $                   3,283,229  
                                 
    Liabilities and Stockholders’ Equity                            
    Liabilities                            
    Deposits                            
    Noninterest-bearing $                       516,904     $                       481,444     $                     479,069     $                     510,731     $                      528,465  
    Interest-bearing                            
    NOW accounts 850,462     865,617     821,145     829,236     816,790  
    Savings 671,818     661,565     673,284     635,430     599,191  
    Time 647,581     676,187     667,592     645,985     663,017  
    Total deposits 2,686,765     2,684,813     2,641,090     2,621,382     2,607,463  
                                 
    Federal funds purchased and securities                            
    sold under agreements to repurchase 27,218     27,292     27,218     28,218     28,218  
    Federal Home Loan Bank (FHLB) advances 246,056     263,081     266,102     256,628     265,750  
    Subordinated notes, net of unamortized issuance costs 34,818     34,789     34,759     34,731     34,702  
    Dividend payable 2,996     2,998     2,975     2,975     2,974  
    Accrued expenses and other liabilities 31,659     40,832     27,825     25,930     27,579  
    Total liabilities 3,029,512     3,053,805     2,999,969     2,969,864     2,966,686  
                                 
    Commitments and Contingencies                            
                                 
    Stockholders’ Equity                            
    Common stock – No par value 20,000,000 shares authorized; issued                            
    14,564,425 shares 12/31/24 and 12/31/23; outstanding 13,699,536 135,565     135,193     135,829     135,482     135,515  
    shares 12/31/24 and 13,664,641 shares 12/31/23                            
    Treasury stock – 864,889 shares 12/31/24 and 899,784 shares 12/31/23 (10,985 )   (10,904 )   (11,006 )   (10,851 )   (11,040 )
    Retained earnings 235,854     230,465     226,430     223,648     221,080  
    Accumulated other comprehensive loss (25,223 )   (19,374 )   (28,589 )   (30,589 )   (29,012 )
    Total stockholders’ equity 335,211     335,380     322,664     317,690     316,543  
                                 
    Total Liabilities and Stockholders’ Equity $                    3,364,723     $                    3,389,185     $                  3,322,633     $                  3,287,554     $                   3,283,229  
                                 
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    SELECT FINANCIAL DATA
                                               
        For the Three Months Ended   For the Twelve Months Ended
    Selected financial data   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024    		   December 31,
    2023    		   December 31,
    2024    		   December 31,
    2023
    Return on average assets     0.99%     0.78%     0.69%     0.66%     0.67%     0.78%     0.71%
    Return on average equity     10.00%     7.93%     7.13%     6.76%     7.27%     7.98%     7.46%
    Yield on earning assets     5.20%     5.27%     5.22%     5.00%     4.93%     5.17%     4.67%
    Cost of interest bearing liabilities     3.01%     3.21%     3.18%     3.06%     3.02%     3.12%     2.53%
    Net interest spread     2.19%     2.06%     2.04%     1.94%     1.91%     2.05%     2.14%
    Net interest margin     2.84%     2.71%     2.71%     2.60%     2.57%     2.72%     2.72%
    Efficiency     59.82%     67.98%     69.03%     74.08%     69.23%     67.54%     68.48%
    Dividend payout ratio     35.75%     45.99%     52.35%     55.52%     54.23%     46.07%     50.65%
    Tangible book value per share   $ 17.74   $ 17.72   $ 16.79   $ 16.39   $ 16.29            
    Tier 1 leverage ratio     8.12%     8.04%     8.02%     8.40%     8.20%            
    Average shares outstanding     13,699,869     13,687,119     13,681,501     13,671,166     13,665,773     13,679,955     13,641,336
                                               
    Loans   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024    		   December 31,
    2023    		            
    (Dollar amounts in thousands)                                          
    Commercial real estate   $ 1,310,811   $ 1,301,160   $ 1,303,598   $ 1,304,400   $ 1,337,766            
    Agricultural real estate     216,401     220,328     222,558     227,455     223,791            
    Consumer real estate     520,114     524,055     525,902     525,178     521,895            
    Commercial and industrial     275,152     260,732     268,426     256,051     254,935            
    Agricultural     152,080     137,252     142,909     127,670     132,560            
    Consumer     63,009     67,394     70,918     74,819     79,591            
    Other     24,978     25,916     26,449     26,776     30,136            
    Less: Net deferred loan fees, costs and other (1)     (676)     1,499     (1,022)     (982)     517            
    Total loans, net   $ 2,561,869   $ 2,538,336   $ 2,559,738   $ 2,541,367   $ 2,581,191            
                                               
                                               
    Asset quality data   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024    		   December 31,
    2023    		            
    (Dollar amounts in thousands)                                          
    Nonaccrual loans   $ 3,124   $ 2,898   $ 2,487   $ 19,391   $ 22,353            
    90 day past due and accruing   $ –   $ –   $ –   $ –   $ –            
    Nonperforming loans   $ 3,124   $ 2,898   $ 2,487   $ 19,391   $ 22,353            
    Other real estate owned   $ –   $ –   $ –   $ –   $ –            
    Nonperforming assets   $ 3,124   $ 2,898   $ 2,487   $ 19,391   $ 22,353            
                                               
                                               
    Allowance for credit losses   $ 25,826   $ 25,484   $ 25,270   $ 24,680   $ 25,024            
    Allowance for unfunded     1,541     1,661     1,928     1,946     2,212            
    Total allowance for credit losses   $ 27,367   $ 27,145   $ 27,198   $ 26,626   $ 27,236            
    Total allowance for credit losses/total loans     1.07%     1.07%     1.06%     1.05%     1.06%            
    Adjusted credit losses with accretable yield/total loans     1.08%     1.10%     1.10%     1.11%     1.13%            
    Net charge-offs:                                          
    Quarter-to-date   $ 4   $ 68   $ 15   $ 55   $ 531            
    Year-to-date   $ 142   $ 138   $ 70   $ 55   $ 551            
    Net charge-offs to average loans                                          
    Quarter-to-date     0.00%     0.00%     0.00%     0.00%     0.02%            
    Year-to-date     0.01%     0.01%     0.00%     0.00%     0.02%            
    Nonperforming loans/total loans     0.12%     0.11%     0.10%     0.76%     0.87%            
    Allowance for credit losses/nonperforming loans     826.70%     879.37%     1016.08%     127.28%     111.95%            
    NPA coverage ratio     826.70%     879.37%     1016.08%     127.28%     111.95%            
                                               
    (1) Includes carrying value adjustments of $1.1 million as of December 31, 2024, $3.0 million as of September 30, 2024, $612 thousand as of June 30, 2024, $969 thousand as of March 31, 2024 and $2.7 million as of December 31, 2023 related to interest rate swaps
    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  
      December 31, 2024     December 31, 2023  
    Interest Earning Assets: Average
    Balance    		   Interest/
    Dividends    		   Annualized
    Yield/Rate    		     Average
    Balance    		   Interest/
    Dividends    		   Annualized
    Yield/Rate    		  
    Loans $            2,543,628   $                    36,663   5.77 %   $            2,553,023   $                    34,493   5.41 %
    Taxable investment securities 450,648   2,554   2.27 %   386,931   1,660   1.72 %
    Tax-exempt investment securities 18,571   79   2.15 %   24,145   89   1.87 %
    Fed funds sold & other 209,307   2,555   4.88 %   142,642   2,028   5.69 %
    Total Interest Earning Assets 3,222,154   $                    41,851   5.20 %   3,106,741   $                    38,270   4.93 %
                               
    Nonearning Assets 174,172             189,202          
                               
    Total Assets $            3,396,326             $            3,295,943          
                               
    Interest Bearing Liabilities:                          
    Savings deposits $            1,548,638   $                      9,459   2.44 %   $            1,392,304   $                      8,570   2.46 %
    Other time deposits 666,896   6,290   3.77 %   701,347   6,445   3.68 %
    Other borrowed money 255,490   2,713   4.25 %   265,948   2,742   4.12 %
    Fed funds purchased & securities                          
    sold under agreement to repurchase 27,341   274   4.01 %   28,739   293   4.08 %
    Subordinated notes 34,799   285   3.28 %   34,683   285   3.29 %
    Total Interest Bearing Liabilities $            2,533,164   $                    19,021   3.01 %   $            2,423,021   $                    18,335   3.02 %
                               
    Noninterest Bearing Liabilities 527,751             567,813          
                               
    Stockholders’ Equity $               335,411             $               305,109          
                               
    Net Interest Income and Interest Rate Spread     $                    22,830   2.19 %       $                    19,935   1.91 %
                               
    Net Interest Margin         2.84 %           2.57 %
                               
    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
                               
                               
      For the Twelve Months Ended     For the Twelve Months Ended  
      December 31, 2024     December 31, 2023  
    Interest Earning Assets: Average
    Balance    		   Interest/
    Dividends    		   Annualized
    Yield/Rate    		     Average
    Balance    		   Interest/
    Dividends    		   Annualized
    Yield/Rate    		  
    Loans $            2,557,213   $                  145,329   5.68 %   $            2,491,502   $                  129,344   5.19 %
    Taxable investment securities 410,764   8,129   1.98 %   394,424   6,204   1.57 %
    Tax-exempt investment securities 20,154   328   2.06 %   24,686   366   1.88 %
    Fed funds sold & other 176,307   9,786   5.55 %   85,018   3,894   4.58 %
    Total Interest Earning Assets 3,164,438   $                  163,572   5.17 %   2,995,630   $                  139,808   4.67 %
                               
    Nonearning Assets 164,464             197,726          
                               
    Total Assets $            3,328,902             $            3,193,356          
                               
    Interest Bearing Liabilities:                          
    Savings deposits $            1,502,365   $                    39,750   2.65 %   $            1,376,318   $                    27,424   1.99 %
    Other time deposits 663,320   24,713   3.73 %   640,390   19,499   3.04 %
    Other borrowed money 262,094   10,948   4.18 %   220,175   8,876   4.03 %
    Fed funds purchased & securities                          
    sold under agreement to repurchase 27,750   1,111   4.00 %   35,421   1,474   4.16 %
    Subordinated notes 34,755   1,138   3.27 %   34,640   1,138   3.29 %
    Total Interest Bearing Liabilities $            2,490,284   $                    77,660   3.12 %   $            2,306,944   $                    58,411   2.53 %
                               
    Noninterest Bearing Liabilities 513,588             580,931          
                               
    Stockholders’ Equity $               325,030             $                305,481          
                               
    Net Interest Income and Interest Rate Spread     $                    85,912   2.05 %       $                    81,397   2.14 %
                               
    Net Interest Margin         2.72 %           2.72 %
                               
    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 December 31, 2024   For the Three Months Ended December 31, 2023
      As Reported   Excluding Acc/Amort   Difference   As Reported   Excluding Acc/Amort   Difference
      $ Yield     $ Yield     $   Yield     $ Yield     $ Yield     $   Yield  
    Interest Earning Assets:                                                  
    Loans $         36,663 5.77 %   $     36,039 5.67 %   $          624   0.10 %   $         34,493 5.41 %   $     33,769 5.29 %   $          724   0.12 %
    Taxable investment securities 2,554 2.27 %   2,554 2.27 %   –   0.00 %   1,660 1.72 %   1,660 1.72 %   –   0.00 %
    Tax-exempt investment securities 79 2.15 %   79 2.15 %   –   0.00 %   89 1.87 %   89 1.87 %   –   0.00 %
    Fed funds sold & other 2,555 4.88 %   2,555 4.88 %   –   0.00 %   2,028 5.69 %   2,028 5.69 %   –   0.00 %
    Total Interest Earning Assets 41,851 5.20 %   41,227 5.12 %   624   0.08 %   38,270 4.93 %   37,546 4.84 %   724   0.09 %
                                                       
    Interest Bearing Liabilities:                                                  
    Savings deposits $           9,459 2.44 %   $       9,459 2.44 %   $             –   0.00 %   $           8,570 2.46 %   $       8,570 2.46 %   $             –   0.00 %
    Other time deposits 6,290 3.77 %   6,290 3.77 %   –   0.00 %   6,445 3.68 %   6,381 3.64 %   64   0.04 %
    Other borrowed money 2,713 4.25 %   2,710 4.24 %   3   0.01 %   2,742 4.12 %   2,760 4.15 %   (18 ) -0.03 %
    Federal funds purchased  and                                                  
    securities sold under agreement to                                                  
    repurchase 274 4.01 %   274 4.01 %   –   0.00 %   293 4.08 %   293 4.08 %   –   0.00 %
    Subordinated notes 285 3.28 %   285 3.28 %   –   0.00 %   285 3.29 %   285 3.29 %   –   0.00 %
    Total Interest Bearing Liabilities 19,021 3.01 %   19,018 3.00 %   3   0.01 %   18,335 3.02 %   18,289 3.02 %   46   0.00 %
                                                       
    Interest/Dividend income/yield 41,851 5.20 %   41,227 5.12 %   624   0.08 %   38,270 4.93 %   37,546 4.84 %   724   0.09 %
    Interest Expense / yield 19,021 3.01 %   19,018 3.00 %   3   0.01 %   18,335 3.02 %   18,289 3.02 %   46   0.00 %
    Net Interest Spread 22,830 2.19 %   22,209 2.12 %   621   0.07 %   19,935 1.91 %   19,257 1.82 %   678   0.09 %
    Net Interest Margin   2.84 %     2.76 %       0.08 %     2.57 %     2.48 %       0.09 %
                                                       
      For the Twelve Months Ended December 31, 2024   For the Twelve Months Ended December 31, 2023
      As Reported   Excluding Acc/Amort   Difference   As Reported   Excluding Acc/Amort   Difference
      $ Yield     $ Yield     $   Yield     $ Yield     $ Yield     $   Yield  
    Interest Earning Assets:                                                  
    Loans $       145,329 5.68 %   $   142,627 5.58 %   $       2,702   0.10 %   $       129,344 5.19 %   $   126,133 5.06 %   $       3,211   0.13 %
    Taxable investment securities 8,129 1.98 %   8,129 1.98 %   –   0.00 %   6,204 1.57 %   6,204 1.57 %   –   0.00 %
    Tax-exempt investment securities 328 2.06 %   328 2.06 %   –   0.00 %   366 1.88 %   366 1.88 %   –   0.00 %
    Fed funds sold & other 9,786 5.55 %   9,786 5.55 %   –   0.00 %   3,894 4.58 %   3,894 4.58 %   –   0.00 %
    Total Interest Earning Assets 163,572 5.17 %   160,870 5.09 %   2,702   0.08 %   139,808 4.67 %   136,597 4.57 %   3,211   0.10 %
                                                       
    Interest Bearing Liabilities:                                                  
    Savings deposits $         39,750 2.65 %   $     39,750 2.65 %   $             –   0.00 %   $         27,424 1.99 %   $     27,424 1.99 %   $             –   0.00 %
    Other time deposits 24,713 3.73 %   24,713 3.73 %   –   0.00 %   19,499 3.04 %   19,839 3.10 %   (340 ) -0.06 %
    Other borrowed money 10,948 4.18 %   10,964 4.18 %   (16 ) 0.00 %   8,876 4.03 %   8,947 4.06 %   (71 ) -0.03 %
    Federal funds purchased  and                                                  
    securities sold under agreement to                                                  
    repurchase 1,111 4.00 %   1,111 4.00 %   –   0.00 %   1,474 4.16 %   1,474 4.16 %   –   0.00 %
    Subordinated notes 1,138 3.27 %   1,138 3.27 %   –   0.00 %   1,138 3.29 %   1,138 3.29 %   –   0.00 %
    Total Interest Bearing Liabilities 77,660 3.12 %   77,676 3.12 %   (16 ) 0.00 %   58,411 2.53 %   58,822 2.55 %   (411 ) -0.02 %
                                                       
    Interest/Dividend income/yield 163,572 5.17 %   160,870 5.09 %   2,702   0.08 %   139,808 4.67 %   136,597 4.57 %   3,211   0.10 %
    Interest Expense / yield 77,660 3.12 %   77,676 3.12 %   (16 ) 0.00 %   58,411 2.53 %   58,822 2.55 %   (411 ) -0.02 % 
    Net Interest Spread 85,912 2.05 %   83,194 1.97 %   2,718   0.08 %   81,397 2.14 %   77,775 2.02 %   3,622   0.12 %
    Net Interest Margin   2.72 %     2.63 %       0.09 %     2.72 %     2.60 %       0.12 %
    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: MKS Instruments Reports Fourth Quarter and Full-Year 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    • Quarterly revenue of $935 million, above the midpoint of guidance
    • Quarterly GAAP net income of $90 million and net income per diluted share of $1.33
    • Quarterly Adjusted EBITDA of $237 million and Non-GAAP net earnings per diluted share of $2.15, above the midpoint of guidance

    ANDOVER, Mass., Feb. 12, 2025 (GLOBE NEWSWIRE) — MKS Instruments, Inc. (NASDAQ: MKSI), a global provider of enabling technologies that transform our world, today reported fourth quarter and full year 2024 financial results.

    “MKS delivered revenue and adjusted EBITDA above the midpoint of our outlook, closing out 2024 on an impressive note against a mixed demand backdrop,” said John T.C. Lee, President and Chief Executive Officer. “Our broad and deep technology portfolio serving an array of semiconductor, electronics and industrial applications enables us to address key demand opportunities as broader end market recovery begins to develop.”

    Mr. Lee added, “We enter 2025 in a strong position, highlighted by increasing customer engagement with our World Class Optics solutions, as well as solid trends in our chemistry business as we demonstrate the pivotal role we play in advanced electronics.”

    “Our revenue and profitability remained robust in the fourth quarter as our team executed well,” said Ram Mayampurath, Executive Vice President, Chief Financial Officer and Treasurer.

    Mr. Mayampurath added, “We delivered continued healthy gross margin, earnings per share growth and increased operating cash flow in 2024. This underscores the value customers see in our technology portfolio as well as our strong focus on both cost management and cash generation. We also continue to make good progress proactively managing our leverage, completing another repricing of our term loan B and making a voluntary principal prepayment of $100 million in January.”

    First Quarter 2025 Guidance

    For the first quarter of 2025, the Company expects revenue of $910 million, plus or minus $40 million, GAAP net income of $43 million, plus or minus $19 million, Adjusted EBITDA of $217 million, plus or minus $23 million, GAAP net income per diluted share of $0.63, plus or minus $0.28, and Non-GAAP net earnings per diluted share of $1.40, plus or minus $0.27. The guidance for the first quarter is based on the current business environment, including the immaterial impact of the recently announced U.S. import tariffs up through but not including the date of this release. This guidance does not reflect the imposition of any other import tariffs by the United States or potential retaliatory actions taken by other countries. The Company will continue to monitor and adapt to changes in the business environment as needed.

    Conference Call Details

    A conference call with management will be held on Thursday, February 13, 2025 at 8:30 a.m. (Eastern Time). To participate in the call by phone, participants should visit the Investor Relations section of MKS’ website at investor.mks.com and click on Events & Presentations, where you will be able to register online and receive dial-in details. We encourage participants to register and dial in to the conference call at least 15 minutes before the start of the call to ensure a timely connection. A live and archived webcast and related presentation materials will be available on the Investor Relations section of the MKS website.

    About MKS Instruments

    MKS Instruments enables technologies that transform our world. We deliver foundational technology solutions to leading edge semiconductor manufacturing, electronics and packaging, and specialty industrial applications. We apply our broad science and engineering capabilities to create instruments, subsystems, systems, process control solutions and specialty chemicals technology that improve process performance, optimize productivity and enable unique innovations for many of the world’s leading technology and industrial companies. Our solutions are critical to addressing the challenges of miniaturization and complexity in advanced device manufacturing by enabling increased power, speed, feature enhancement, and optimized connectivity. Our solutions are also critical to addressing ever-increasing performance requirements across a wide array of specialty industrial applications. Additional information can be found at www.mks.com.

    Use of Non-GAAP Financial Results

    This press release includes financial measures that are not in accordance with U.S. generally accepted accounting principles (“Non-GAAP financial measures”). These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, MKS’ reported results under U.S. generally accepted accounting principles (“GAAP”), and may be different from Non-GAAP financial measures used by other companies. In addition, these Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. MKS management believes the presentation of these Non-GAAP financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. For further information regarding these Non-GAAP financial measures, please refer to the tables presenting reconciliations of our Non-GAAP results to our GAAP results and the “Notes on Our Non-GAAP Financial Information” at the end of this press release.

    Selected GAAP and Non-GAAP Financial Measures
    (In millions, except per share data)

      Quarter   Full Year
      Q4 2024   Q3 2024   Q4 2023     2024       2023  
    Net Revenues                  
    Semiconductor $ 400     $ 378     $ 362     $ 1,498     $ 1,479  
    Electronics & Packaging   254       231       226     $ 922     $ 916  
    Specialty Industrial   281       287       305     $ 1,166     $ 1,227  
    Total net revenues $ 935     $ 896     $ 893     $ 3,586     $ 3,622  
    GAAP Financial Measures                  
    Gross margin   47.2 %     48.2 %     46.0 %     47.6 %     45.3 %
    Operating margin   14.5 %     14.3 %     2.7 %     13.9 %     (42.9 %)
    Net income (loss) $ 90     $ 62     $ (68 )   $ 190     $ (1,841 )
    Diluted income (loss) per share $ 1.33     $ 0.92       (1.02 )   $ 2.81     $ (27.54 )
    Non-GAAP Financial Measures                  
    Gross margin   47.2 %     48.2 %     46.0 %     47.6 %     45.7 %
    Operating margin   21.3 %     21.8 %     20.3 %     21.3 %     19.5 %
    Net earnings $ 146     $ 116     $ 78     $ 444     $ 297  
    Diluted earnings per share $ 2.15     $ 1.72     $ 1.17     $ 6.58     $ 4.43  
                                           

    Additional Financial Information

    At December 31, 2024, the Company had $714 million in cash and cash equivalents, $3.2 billion of secured term loan principal outstanding, $1.4 billion of convertible senior notes outstanding and up to $675 million of additional borrowing capacity under a revolving credit facility, subject to certain leverage ratio requirements. During the fourth quarter of 2024, the Company paid a cash dividend of $15 million or $0.22 per diluted share and made a voluntary principal prepayment of €200 million, which equated to $216 million, on its EUR term loan B.

    In January 2025, the Company completed the repricing of its USD term loan B and EUR term loan B and made a voluntary principal prepayment of $100 million on its USD term loan B.

    SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

    This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding the future financial performance, business prospects and growth of MKS Instruments, Inc. (“MKS,” the “Company,” “our,” or “we”). These statements are only predictions based on current assumptions and expectations. Any statements that are not statements of historical fact (including statements containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and similar expressions) should be considered to be forward-looking statements. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements that we make are the level and terms of our substantial indebtedness and our ability to service such debt; our entry into the chemicals technology business through our acquisition of Atotech Limited (“Atotech”) in August 2022 (the “Atotech Acquisition”), which has exposed us to significant additional liabilities; the risk that we are unable to realize the anticipated benefits of the Atotech Acquisition; legal, reputational, financial and contractual risks resulting from the ransomware incident we identified in February 2023, and other risks related to cybersecurity, data privacy and intellectual property; competition from larger, more advanced or more established companies in our markets; the ability to successfully grow our business, including through growth of the Atotech business and growth of the Electro Scientific Industries, Inc. business, which we acquired in February 2019, and financial risks associated with those and potential future acquisitions, including goodwill and intangible asset impairments; manufacturing and sourcing risks, including those associated with limited and sole source suppliers and the impact and duration of supply chain disruptions, component shortages, and price increases; changes in global demand; the impact of a pandemic or other widespread health crisis; risks associated with doing business internationally, including geopolitical conflicts, such as the conflict in the Middle East, trade compliance, trade protection measures, such as import tariffs by the United States or retaliatory actions taken by other countries, regulatory restrictions on our products, components or markets, particularly the semiconductor market, and unfavorable currency exchange and tax rate fluctuations, which risks become more significant as we grow our business internationally and in China specifically; conditions affecting the markets in which we operate, including fluctuations in capital spending in the semiconductor, electronics manufacturing and automotive industries, and fluctuations in sales to our major customers; disruptions or delays from third-party service providers upon which our operations may rely; the ability to anticipate and meet customer demand; the challenges, risks and costs involved with integrating or transitioning global operations of the companies we have acquired; risks associated with the attraction and retention of key personnel; potential fluctuations in quarterly results; dependence on new product development; rapid technological and market change; acquisition strategy; volatility of stock price; risks associated with chemical manufacturing and environmental regulation compliance; risks related to defective products; financial and legal risk management; and the other important factors described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and any subsequent Quarterly Reports on Form 10-Q, each as filed with the U.S. Securities and Exchange Commission. MKS is under no obligation to, and expressly disclaims any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise, even if subsequent events cause our views to change, after the date of this press release. Amounts reported in this press release are preliminary and subject to finalization prior to the filing of our Annual Report on Form 10-K for the year ended December 31, 2024.

    Company Contact:
    Paretosh Misra
    Vice President, Investor Relations
    Telephone: (978) 284-4705
    Email: paretosh.misra@mks.com 

    MKS Instruments, Inc.
    Unaudited Consolidated Statements of Operations
    (In millions, except per share data)
                       
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    Net revenues:                  
    Products $ 824     $ 776     $ 785     $ 3,124     $ 3,200  
    Services   111       120       108       462       422  
    Total net revenues   935       896       893       3,586       3,622  
    Cost of revenues:                  
    Products   443       410       423       1,662       1,748  
    Services   51       54       59       216       232  
    Total cost of revenues (exclusive of amortization shown separately below)   494       464       482       1,878       1,980  
    Gross profit   441       432       411       1,708       1,642  
    Research and development   65       70       70       271       288  
    Selling, general and administrative   176       167       160       674       675  
    Acquisition and integration costs   3       3       3       9       16  
    Restructuring and other   1       1       7       6       20  
    Fees and expenses related to the repricing of Term Loan Facility   —       2       2       5       2  
    Amortization of intangible assets   61       61       70       245       295  
    Goodwill and intangible asset impairment   —       —       75       —       1,902  
    Gain on sale of long-lived assets   —       —       —       —       (2 )
    Income (loss) from operations   135       128       24       498       (1,554 )
    Interest income   (5 )     (6 )     (7 )     (21 )     (17 )
    Interest expense   54       64       90       284       356  
    Loss on extinguishment of debt   4       5       8       57       8  
    Other expense (income), net   3       5       12       (2 )     27  
    Income (loss) before income taxes   79       60       (79 )     180       (1,928 )
    (Benefit) provision for income taxes   (11 )     (2 )     (11 )     (10 )     (87 )
    Net income (loss) $ 90     $ 62     $ (68 )   $ 190     $ (1,841 )
    Net income (loss) per share:                  
    Basic $ 1.34     $ 0.92     $ (1.02 )   $ 2.82     $ (27.54 )
    Diluted $ 1.33     $ 0.92     $ (1.02 )   $ 2.81     $ (27.54 )
    Cash dividends per common share $ 0.22     $ 0.22     $ 0.22     $ 0.88     $ 0.88  
    Weighted average shares outstanding:                  
    Basic   67.4       67.4       66.9       67.3       66.8  
    Diluted   67.7       67.6       66.9       67.6       66.8  
    MKS Instruments, Inc.
    Unaudited Consolidated Balance Sheets
    (In millions)
           
           
      December 31,   December 31,
        2024       2023  
    ASSETS      
    Cash and cash equivalents $ 714     $ 875  
    Trade accounts receivable, net   615       603  
    Inventories   893       991  
    Other current assets   252       227  
    Total current assets   2,474       2,696  
    Property, plant and equipment, net   771       784  
    Right-of-use assets   238       225  
    Goodwill   2,479       2,554  
    Intangible assets, net   2,272       2,619  
    Other assets   356       240  
    Total assets $ 8,590     $ 9,118  
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Short-term debt $ 50     $ 93  
    Accounts payable   341       327  
    Other current liabilities   384       428  
    Total current liabilities   775       848  
    Long-term debt, net   4,488       4,696  
    Non-current deferred taxes   504       640  
    Non-current accrued compensation   141       151  
    Non-current lease liabilities   211       205  
    Other non-current liabilities   149       106  
    Total liabilities   6,268       6,646  
    Stockholders’ equity:      
    Common stock   —       —  
    Additional paid-in capital   2,067       2,195  
    Retained earnings   503       373  
    Accumulated other comprehensive loss   (248 )     (96 )
    Total stockholders’ equity   2,322       2,472  
    Total liabilities and stockholders’ equity $ 8,590     $ 9,118  
           
    MKS Instruments, Inc.
    Unaudited Consolidated Statements of Cash Flows
    (In millions)
                       
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    Cash flows from operating activities:                  
    Net income (loss) $ 90     $ 62     $ (68 )   $ 190     $ (1,841 )
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:                  
    Depreciation and amortization   87       87       95       348       397  
    Goodwill and intangible asset impairments   —       —       75       —       1,902  
    Unrealized loss (gain) on derivatives not designated as hedging instruments   11       2       10       13       32  
    Amortization of debt issuance costs and original issue discount   7       7       10       30       33  
    Loss on extinguishment of debt   4       5       8       57       8  
    Gain on sale of long-lived assets   —       —       —       —       (2 )
    Stock-based compensation   11       11       11       48       54  
    Provision for excess and obsolete inventory   15       16       10       56       64  
    Deferred income taxes   (58 )     (72 )     (61 )     (226 )     (234 )
    Other   2       2       —       8       5  
    Changes in operating assets and liabilities, net of acquired assets and liabilities   7       43       90       4       (99 )
    Net cash provided by operating activities   176       163       180       528       319  
    Cash flows from investing activities:                  
    Proceeds from sale of long-lived assets   —       1       —       1       3  
    Purchases of property, plant and equipment   (51 )     (22 )     (34 )     (118 )     (87 )
    Net cash used in investing activities   (51 )     (21 )     (34 )     (117 )     (84 )
    Cash flows from financing activities:                  
    Proceeds from borrowings   —       —       214       2,161       216  
    Payments of borrowings   (229 )     (123 )     (336 )     (2,427 )     (403 )
    Purchase of capped calls related to Convertible Notes   —       —       —       (167 )     —  
    Payments of deferred financing fees   —       —       (9 )     (33 )     (9 )
    Dividend payments   (15 )     (15 )     (15 )     (59 )     (59 )
    Net proceeds (payments) related to employee stock awards   3       (1 )     4       (9 )     (1 )
    Other financing activities   (5 )     (5 )     (1 )     (15 )     (3 )
    Net cash used in financing activities   (246 )     (144 )     (143 )     (549 )     (259 )
    Effect of exchange rate changes on cash and cash equivalents   (26 )     13       13       (23 )     (10 )
    (Decrease) increase in cash and cash equivalents   (147 )     11       16       (161 )     (34 )
    Cash and cash equivalents at beginning of period   861       850       859       875       909  
    Cash and cash equivalents at end of period $ 714     $ 861       875     $ 714     $ 875  
                       
    The following supplemental Non-GAAP earnings information is presented to aid in understanding MKS’ operating results:            
                       
    MKS Instruments, Inc.
    Schedule Reconciling Selected Non-GAAP Financial Measures
    (In millions, except per share data)
                       
                       
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    Net income (loss) $ 90     $ 62     $ (68 )   $ 190     $ (1,841 )
    Acquisition and integration costs (Note 1)   3       3       3       9       16  
    Restructuring and other (Note 2)   1       1       7       6       20  
    Amortization of intangible assets   61       61       70       245       295  
    Loss on debt extinguishment (Note 3)   4       5       8       57       8  
    Amortization of debt issuance costs (Note 4)   5       5       7       21       24  
    Fees and expenses related to repricing of Term Loan Facility (Note 5)   —       2       2       5       2  
    Goodwill and intangible asset impairment (Note 6)   —       —       75       —       1,902  
    Gain on sale of long-lived assets (Note 7)   —       —       —       —       (2 )
    Ransomware incident (Note 8)   —       —       1       —       15  
    Excess and obsolete charge from discontinued product line (Note 9)   —       —       —       —       13  
    Tax effect of Non-GAAP adjustments (Note 10)   (18 )     (23 )     (26 )     (89 )     (156 )
    Non-GAAP net earnings $ 146     $ 116     $ 78     $ 444     $ 297  
    Non-GAAP net earnings per diluted share $ 2.15     $ 1.72     $ 1.17     $ 6.58     $ 4.43  
    Weighted average diluted shares outstanding   67.7       67.6       67.1       67.6       67.0  
                       
    Net cash provided by operating activities $ 176     $ 163     $ 180     $ 528     $ 319  
    Purchases of property, plant and equipment   (51 )     (22 )     (34 )     (118 )     (87 )
    Free cash flow $ 125     $ 141     $ 146     $ 410     $ 232  
                       
    MKS Instruments, Inc.
    Schedule Reconciling Selected Non-GAAP Financial Measures
    (In millions)
                       
      Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,   December 31,
        2024       2024       2023       2024       2023  
    Gross profit $ 441     $ 432     $ 411     $ 1,708     $ 1,642  
    Gross margin   47.2 %     48.2 %     46.0 %     47.6 %     45.3 %
    Excess and obsolete charge from discontinued product line (Note 9)   —       —       —       —       13  
    Non-GAAP gross profit $ 441     $ 432     $ 411     $ 1,708     $ 1,655  
    Non-GAAP gross margin   47.2 %     48.2 %     46.0 %     47.6 %     45.7 %
    Operating expenses $ 306     $ 304     $ 387     $ 1,210     $ 3,196  
    Acquisition and integration costs (Note 1)   3       3       3       9       16  
    Restructuring and other (Note 2)   1       1       7       6       20  
    Amortization of intangible assets   61       61       70       245       295  
    Fees and expenses related to repricing of Term Loan Facility (Note 5)   —       2       2       5       2  
    Goodwill and intangible asset impairment (Note 6)   —       —       75       —       1,902  
    Gain on sale of long-lived assets (Note 7)   —       —       —       —       (2 )
    Ransomware incident (Note 8)   —       —       1       —       15  
    Non-GAAP operating expenses $ 242     $ 237     $ 229     $ 945     $ 948  
    Income (loss) from operations $ 135     $ 128     $ 24     $ 498     $ (1,554 )
    Operating margin   14.5 %     14.3 %     2.7 %     13.9 %     (42.9 %)
    Acquisition and integration costs (Note 1)   3       3       3       9       16  
    Restructuring and other (Note 2)   1       1       7       6       20  
    Amortization of intangible assets   61       61       70       245       295  
    Fees and expenses related to repricing of Term Loan Facility (Note 5)   —       2       2       5       2  
    Goodwill and intangible asset impairment (Note 6)   —       —       75       —       1,902  
    Gain on sale of long-lived assets (Note 7)   —       —       —       —       (2 )
    Ransomware incident (Note 8)   —       —       1       —       15  
    Excess and obsolete charge from discontinued product line (Note 9)   —       —       —       —       13  
    Non-GAAP income from operations $ 199     $ 195     $ 182     $ 763     $ 707  
    Non-GAAP operating margin   21.3 %     21.8 %     20.3 %     21.3 %     19.5 %
    Interest expense, net $ 49     $ 58     $ 83     $ 263     $ 339  
    Amortization of debt issuance costs (Note 4)   5       5       7       21       24  
    Non-GAAP interest expense, net $ 45     $ 53     $ 76     $ 242     $ 315  
    Net income (loss) $ 90     $ 62     $ (68 )   $ 190     $ (1,841 )
    Interest expense, net   49       58       83       263       339  
    Other expense (income), net   3       5       12       (2 )     27  
    (Benefit) provision for income taxes   (11 )     (2 )     (11 )     (10 )     (87 )
    Depreciation   26       26       25       103       102  
    Amortization   61       61       70       245       295  
    Stock-based compensation   11       11       11       48       54  
    Acquisition and integration costs (Note 1)   3       3       3       9       16  
    Restructuring and other (Note 2)   1       1       7       6       20  
    Loss on debt extinguishment (Note 3)   4       5       8       57       8  
    Fees and expenses related to repricing of Term Loan Facility (Note 5)   —       2       2       5       2  
    Goodwill and intangible asset impairment (Note 6)   —       —       75       —       1,902  
    Gain on sale of long-lived assets (Note 7)   —       —       —       —       (2 )
    Ransomware incident (Note 8)   —       —       1       —       15  
    Excess and obsolete charge from discontinued product line (Note 9)   —       —       —       —       13  
    Adjusted EBITDA $ 237     $ 232     $ 218     $ 914     $ 863  
    Adjusted EBITDA margin   25.3 %     25.9 %     24.4 %     25.5 %     23.8 %
                       
    MKS Instruments, Inc.
    Reconciliation of GAAP Income Tax Rate to Non-GAAP Income Tax Rate
    (In millions)
                           
                           
      Three Months Ended December 31, 2024   Three Months Ended December 31, 2023
      Income Before   (Benefit) Provision   Effective   (Loss) Income Before   (Benefit) Provision   Effective
      Income Taxes   for Income Taxes   Tax Rate   Income Taxes   for Income Taxes   Tax Rate
                           
    GAAP $ 79   $ (11 )   (14.5 %)   $ (79 )   $ (11 )   14.2 %
    Acquisition and integration costs (Note 1)   3     —           3       —      
    Restructuring and other (Note 2)   1     —           7       —      
    Amortization of intangible assets   61     —           70       —      
    Loss on debt extinguishment (Note 3)   4     —           8       —      
    Amortization of debt issuance costs (Note 4)   5     —           7       —      
    Fees and expenses related to repricing of Term Loan Facility (Note 5)   —     —           2       —      
    Goodwill and intangible asset impairment (Note 6)   —     —           75       —      
    Ransomware incident (Note 8)   —     —           1       —      
    Tax effect of Non-GAAP adjustments (Note 10)   —     18           —       26      
    Non-GAAP $ 153   $ 7     4.0 %   $ 94     $ 15     15.6 %
                           
      Three Months Ended September 30, 2024
      Income Before   (Benefit) Provision    Effective
      Income Taxes   for Income Taxes   Tax Rate
    GAAP $ 60   $ (2 )   (4.0 %)
    Acquisition and integration costs (Note 1)   3     —      
    Restructuring and other (Note 2)   1     —      
    Amortization of intangible assets   61     —      
    Loss on debt extinguishment (Note 3)   5     —      
    Amortization of debt issuance costs (Note 4)   5     —      
    Fees and expenses related to repricing of Term Loan Facility (Note 5)   2     —      
    Tax effect of Non-GAAP adjustments (Note 10)   —     23      
    Non-GAAP $ 137   $ 21     15.1 %
               
      Twelve Months Ended December 31, 2024   Twelve Months Ended December 31, 2023
      Income Before   (Benefit) Provision   Effective   (Loss) Income Before   (Benefit) Provision    Effective
      Income Taxes   for Income Taxes   Tax Rate   Income Taxes   for Income Taxes   Tax Rate
    GAAP $ 180   $ (10 )   (5.7 %)   $ (1,928 )   $ (87 )   4.5 %
    Acquisition and integration costs (Note 1)   9     —           16       —      
    Restructuring and other (Note 2)   6     —           20       —      
    Amortization of intangible assets   245     —           295       —      
    Loss on debt extinguishment (Note 3)   57     —           8       —      
    Amortization of debt issuance costs (Note 4)   21     —           24       —      
    Fees and expenses related to repricing of Term Loan Facility (Note 5)   5     —           2       —      
    Goodwill and intangible asset impairment (Note 6)   —     —           1,902       —      
    Gain on sale of long-lived assets (Note 7)   —     —           (2 )     —      
    Ransomware incident (Note 8)   —     —           15       —      
    Excess and obsolete charge from discontinued product line (Note 9)   —     —           13       —      
    Tax effect of Non-GAAP adjustments (Note 10)   —     89           —       156      
    Non-GAAP $ 523   $ 78     14.8 %   $ 366     $ 69     18.9 %
                           
    MKS Instruments, Inc.  
    Schedule Reconciling Selected Non-GAAP Financial Measures – Q1’25 Guidance  
    (In millions, except per share data)  
               
               
        Three Months Ending March 31, 2025  
        $ Amount   Per Share  
    GAAP net income and net income per share   $ 43     $ 0.63  
    Amortization of intangible assets     60        
    Loss on debt extinguishment     3        
    Amortization of debt issuance costs     4        
    Fees and expenses related to repricing of Term Loan Facility     2        
    Tax effect of Non-GAAP adjustments     (17 )      
    Non-GAAP net earnings and net earnings per share   $ 95     $ 1.40  
    Estimated weighted average diluted shares     67.8        
               
    GAAP operating expenses   $ 317        
    Amortization of intangible assets     (60 )      
    Fees and expenses related to repricing of Term Loan Facility     (2 )      
    Non-GAAP operating expenses   $ 255        
               
    GAAP net income     43        
    Interest expense, net     50        
    Provision for income taxes     10        
    Depreciation     26        
    Amortization of intangible assets     60        
    Stock-based compensation     23        
    Loss on debt extinguishment     3        
    Fees and expenses related to repricing of Term Loan Facility     2        
    Adjusted EBITDA   $ 217        
               

    MKS Instruments, Inc.
    Notes on Our Non-GAAP Financial Information

    Non-GAAP financial measures adjust GAAP financial measures for the items listed below. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, MKS’ reported GAAP results, and may be different from Non-GAAP financial measures used by other companies. In addition, these Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. MKS management believes the presentation of these Non-GAAP financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. Totals presented may not sum and percentages may not recalculate using figures presented due to rounding.

    Note 1: Acquisition and integration costs related to the Atotech Acquisition.

    Note 2: Restructuring costs primarily related to severance costs due to global cost-saving initiatives. Other costs related to certain legal matters.

    Note 3:  During the three and twelve months ended December 31, 2024, we recorded charges to write-off deferred financing fees and original issue discount costs related to voluntary principal prepayments on our USD term loan B. During the three months ended September 30, 2024 and the twelve months ended December 31, 2024, we recorded charges to write-off deferred financing fees and original issue discount costs related to the repricing of our USD term loan B and EUR term loan B. Additionally, during the twelve months ended December 31, 2024, we recorded charges to (i) write-off deferred financing fees and original issue discount costs related to voluntary principal prepayments on our EUR term loan B and (ii) write-off deferred financing fees related to the extinguishment of our term loan A. During the three and twelve months ended December 31, 2023, we recorded a charge to write-off deferred financing fees and original issue discount costs related to the repricing of our USD term loan B and the voluntary prepayment on our USD Tranche A loan.

    Note 4: We recorded additional interest expense related to the amortization of deferred financing costs associated with our term loan facility.

    Note 5: During the twelve months ended December 31, 2024 and the three months ended September 30, 2024, we recorded fees and expenses related to the repricing of our USD term loan B and EUR term loan B. During the twelve months ended December 31, 2024, we also recorded fees and expenses related to an amendment to our term loan facility where we borrowed additional amounts under our USD term loan B and EUR term loan B and fully repaid our term loan A. During the three and twelve months ended December 31, 2023, we recorded fees and expenses related to the repricing of our USD term loan B.

    Note 6: During the twelve months ended December 31, 2023, we noted softer industry demand, particularly in the personal computer and smartphone markets and concluded there was a triggering event at our Materials Solutions Division, which represents the former Atotech business, and Equipment Solutions Business, which represents the former Electro Scientific Industries business and is a reporting unit of our Photonics Solutions Division. We performed a quantitative assessment which resulted in an impairment of $1.3 billion for our Materials Solutions Division and $0.5 billion for our Equipment Solutions Business. In addition, during the three months ended December 31, 2023, as part of our annual goodwill and intangible asset impairment analysis, we recorded additional impairment charges of $62 million for our Materials Solutions Division and $13 million for our Equipment Solutions Business.

    Note 7: We recorded a gain on the sale of a minority interest investment in a private company.

    Note 8: We recorded costs, net of recoveries, associated with the ransomware incident we identified on February 3, 2023. These costs were primarily comprised of various third-party consulting services, including forensic experts, restoration experts, legal counsel, and other information technology and accounting professional expenses, enhancements to our cybersecurity measures, and costs to restore our systems and access our data.

    Note 9: We recorded an excess and obsolescence inventory charge related to a product line that was discontinued.

    Note 10: Non-GAAP adjustments are tax effected at applicable statutory rates resulting in a difference between the GAAP and Non-GAAP tax rates.

    The MIL Network –

  • MIL-OSI USA: Cassidy Honored by Louisiana Sheriffs’ Association for Repealing WEP, GPO

    US Senate News:

    Source: United States Senator for Louisiana Bill Cassidy

    WASHINGTON – Last week, U.S. Senator Bill Cassidy, M.D. (R-LA) was awarded the Fraternal Order of Police National President’s Advocacy Award for his instrumental role in passing the Social Security Fairness Act, which fully repeals two unfair Social Security provisions known as the Windfall Elimination Provision (WEP) and Government Pension Offset (GPO). It was signed into law on January 5, 2024 after Cassidy successfully secured a vote on the Senate floor. Prior to the passage of the Social Security Fairness Act, WEP and GPO unfairly penalized 94,000 state and local public servants in Louisiana, including Louisiana sheriffs.
    “No one should be penalized for serving their communities. For years, I have worked to make sure our police officers and all public servants receive the full Social Security benefits they have earned,” said Dr. Cassidy. “I stand committed to those who protect and serve Louisiana every day. Thank you to the Louisiana Sheriffs’ Association for this honor.” 
    Background
    Last week, Cassidy led his colleagues in sending a letter to acting Social Security Commissioner Michelle King calling for the immediate implementation of the Social Security Fairness Act to provide full Social Security benefits for millions of public servants impacted by WEP and GPO.
    Cassidy played a pivotal role in getting the Social Security Fairness Act signed into law on January 5, 2025. Cassidy successfully demanded a vote on the Social Security Fairness Act. In July 2024 and again in December, Cassidy spoke on the U.S. Senate floor urging Congress to repeal WEP and GPO as part of his “Big Idea” to save, strengthen, and secure America’s retirement system. In June, Cassidy entered a statement into the record urging the repeal of WEP and GPO ahead of the U.S. Senate Finance Subcommittee field hearing on Social Security. 
    Cassidy is a long-time cosponsor of the Social Security Fairness Act in the Senate, being an original cosponsor since he became a Member of Congress in 2009. He led the introduction of the legislation in the 117th and 116th Congress.
    Cassidy led a bipartisan working group to preserve and protect Social Security. He released the inaugural Bill on the Hill video where he asked Capitol Hill visitors from across the country their thoughts on the looming benefit cuts to Social Security and presented his “Big Idea.”
    Last March, Cassidy grilled U.S. Treasury Secretary Janet Yellen on President Biden’s plan to address Social Security, to which Secretary Yellen admitted “the president doesn’t have a plan,” to save Social Security.
    Cassidy has discussed the “Big Idea” at a public forum with AARP on the future of Social Security, outlined his Social Security plan in a fireside chat with the Bipartisan Policy Committee, and authored op-eds in the Washington Examiner in July, the Wall Street Journal in March, and State Affairs and Washington Post in May. 

    MIL OSI USA News –

  • MIL-OSI New Zealand: $14 million boost for sports facilities across Tāmaki Makaurau from Auckland Council

    Source: Auckland Council

    A top-of-the-line climbing structure for Auckland tamariki and rangatahi to use and enjoy is one step closer thanks to Auckland Council’s Sport and Recreation Facilities Investment Fund.

    Six sports organisations across Tāmaki Makaurau will receive a slice of more than $14.3 million from the council to help develop their facilities to meet the sport and recreation needs of Aucklanders now and in the future.

    Councillor Angela Dalton, chair of the Community Committee, says she’s pleased the council is able to help sports organisations build for the future.

    “Auckland Council has allocated substantial funding to a variety of sporting organisations across the region, so they can grow and enhance their facilities.

    “Having quality, fit for purpose facilities will ultimately allow Aucklanders from all walks of life to participate in sport and recreation, stay active and connect.

    “Non-council owned facilities are crucial to the Tāmaki Makaurau sport and recreation facility network as they meet the region’s evolving demands for sporting opportunities.”

    Waka Pacific Trust was allocated $250,000 for shading and lighting of the climbing frame to be built at Vector Wero Whitewater Park in Manukau. The galvanised steel structure will rise 16 metres, comprise 78 climbing elements ranging in difficulty levels. It will host up to 100 participants at once, offering a fun and active challenge. The Trust’s school programme which supported 90,000 children free of charge in 2024 – 80 per cent from low-decile schools – aims to provide free access to 15,000 local children in Wero Climb’s first year, with 9,000 already registered to have a go.

    The council has previously contributed $250,000 to this $3.1 million project through the same fund.

    The other organisations allocated funding include Auckland Hockey Association, Highbrook Regional Watersports Centre Trust, Ngāti Whātua Ōrakei Whai Maia, Pakuranga United Rugby Club (to expand their community sports centre), Waka Pacific Trust and West Auckland Riding for the Disabled.

    “It’s fantastic to have these investment decisions made by our elected members,” says Kenneth Aiolupotea, General Manager Community Wellbeing.

    “The next step involves our team working closely with successful grant applicants to build their sports and recreational infrastructure that will benefit our communities across Tāmaki Makaurau. This is very exciting.”

    How funding is allocated

    Six organisations were invited to submit updated information regarding their on-going projects. These projects were identified based on their alignment to the priority criteria for the fund and progress through the project lifecycle.

    Auckland Council staff and an independent review panel considered the submissions and assessed the capability of the organisations, achievability of the project, current project status, and funding status.

    All six of the targeted process projects were recommended to receive grants for a total of $14,348,920. The funding was approved by the council’s Community Committee on 11 February 2025.

    More information on the council’s grants programme that supports Aucklanders’ aspirations for a great city, including the Sport and Recreation Facilities Investment Fund can be found on the Auckland Council website.

    Next funding round

    Applications for the Sport and Recreational Facilities Investment Fund, contestable process opens on 18 February 2025 and closes on 18 March 2025.

    Sport and Recreation Facilities Investment Fund, targeted process 2025/2026

    Recipient

    Project title

    Funding up to:

    Auckland Hockey Association Incorporated

    Lloyd Elsmore Park Hockey Stadium – Turf 2 renewal and LED Flood-light upgrade

    $215,000

    Highbrook Regional Watersport Centre Trust

    Highbrook Watersports Centre Clubhouse building

    $2,200,000

    Ngāti Whātua Ōrakei Whai Maia Limited acting on behalf of Whai Maia Charitable Trust 1

    Ngāti Whātua Ōrakei Sports, Recreation and Hauora Centre

    $5,000,000

    Pakuranga United Rugby Club Incorporated

    Howick Pakuranga Community Sports Centre Facility Expansion

    $5,571,061

    Waka Pacific Trust

    Wero Climb

    $250,000

    West Auckland Riding for the Disabled Association Incorporated

    Covered Riding Facility

    $512,859

                                                                          Total

    $14,348, 920

    MIL OSI New Zealand News –

  • MIL-OSI New Zealand: Finance – Mortgage advisers alarmed at ComCom proposal that will be “shocking for consumers”

    Source: Finance and Mortgage Advisers Association of New Zealand (FAMNZ)

    The Finance and Mortgage Advisers Association of New Zealand (FAMNZ) has revealed recommendations by the Commerce Commission to supposedly “promote price competition and choice for home loans” would in fact be disastrous for consumers.

    FAMNZ country manager Leigh Hodgetts revealed the commission has requested mortgage advisers to provide clients with a least three “actual offers” to consider and “to submit multiple applications on behalf of their clients”, or face “government intervention.”

    Calling the recommendations a solution looking for a problem, she said any such move would hurt consumers by driving up costs, blowing out application times, and affecting their credit ratings.

    “Let me be clear. They are not requesting three quotes, but three actual applications and offers, something unheard of anywhere in the world that I’m aware of.”

    “Three lenders all processing applications for the same applicant means they will be spending time and resources for loans they know they will likely never get, while other borrowers will be forced to wait and may even miss out on properties,” she explained.

    FAMNZ managing director Peter White AM said it was “bureaucracy gone mad”, and has called on commerce and consumer affairs minister Andrew Bayly to immediately intervene.

    “The crazy thing is that nothing is broken.

    “Mortgage advisers already promote competition, consumers are increasingly choosing to use advisers, and complaints are almost non-existent.”

    He said despite FAMNZ attempting to educate the commission on the way advisers worked for the past year, “they clearly still have no idea and now want to make things worse.

    “Furthermore, this requirement puts at risk clients’ credit records, which is simply unacceptable and I believe unethical.”

    Ms Hodgetts said while advisers could provide multiple choices of lender where possible, only one application should be submitted at once according to the customer’s needs.

    “And in some circumstances, for example with self-employed people, there may only be one option,” she explained.

    MIL OSI New Zealand News –

  • MIL-OSI Security: Tiptonville, Tennessee, Man Sentenced to 10 Years in Prison for Attempted Enticement of a Minor

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

    PEORIA, Ill. – A Tiptonville, Tennessee, man, Jerry Braddy, 45, was sentenced on February 4, 2025, to ten years in federal prison, to be followed by a five-year term of supervised release, for attempted enticement of a minor. He also must register as a sex offender once he is released.

    At the sentencing hearing before U.S. District Judge Jonathan E. Hawley, the government established that between June 2, 2024, and June 12, 2024, Braddy communicated via an online platform with an individual he believed to be the stepfather of a nine-year-old child. Braddy agreed to meet the child and stepfather in Bloomington, Illinois, in order to engage in a sexual encounter with the minor. Federal law enforcement agents, with assistance from the McLean County Sherriff’s Office, arrested Braddy when he arrived at the location.

    Braddy was charged by criminal complaint in June 2024 and indicted five days later. Braddy pleaded guilty in August 2024. He has remained in the custody of the United States Marshals Service since his arrest.

    The statutory penalties for attempted enticement of a minor are a minimum of ten years to life imprisonment, followed by a minimum of five years to a maximum life term of supervised release.

    The Federal Bureau of Investigation, Springfield Field Office, investigated the case. Assistant U.S. Attorney Melissa P. Ortiz represented the government in the prosecution.

    The case against Braddy was brought as part of Project Safe Childhood, a nationwide initiative by the Department of Justice to combat the epidemic of child sexual exploitation and abuse. Led by U.S. Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section (CEOS), Project Safe Childhood marshals federal, state, and local resources to better locate, apprehend, and prosecute individuals who exploit children via the internet, as well as to identify and rescue victims. For more information about Project Safe Childhood, please visit www.projectsafechildhood.gov

    MIL Security OSI –

  • MIL-OSI Security: Two Pharmacists Convicted for Illegal Distribution of Oxycodone

    Source: Office of United States Attorneys

    Defendants Conspired to Fill Fake Prescriptions for Oxycodone Pills Written by a Doctor’s Receptionist and Distributed to Street Drug Dealers for Cash

    Earlier today, a federal jury in Brooklyn returned guilty verdicts against licensed pharmacists Yousef Ennab and Mohamed Hassan on all counts of a superseding indictment charging them with conspiracies to dispense and distribute oxycodone, as well as distribution and possession with intent to distribute oxycodone.  The verdict followed a three-week trial before United States District Judge Ann M. Donnelly.  When sentenced, the defendants each face up to 60 years in prison.

    John J. Durham, United States Attorney for the Eastern District of New York; Frank A. Tarentino III, Special Agent in Charge, Drug Enforcement Administration, New York Division (DEA); Naomi Gruchacz, Assistant Special Agent in Charge, U.S. Department of Health and Human Services, Office of Inspector General (HHS-OIG); Harry T. Chavis, Jr., Special Agent in Charge, Internal Revenue Service Criminal Investigation, New York (IRS-CI); Jessica S. Tisch, Commissioner, New York City Police Department (NYPD); Jocelyn E. Strauber, Commissioner, New York City Department of Investigation (DOI); and Dr. James V. McDonald, Commissioner, New York State Department of Health, announced the verdicts.

    “The defendants abused their access to oxycodone and violated the trust placed in them as pharmacists by illegally agreeing to supply drug dealers with tens of thousands of pills to sell on the streets of our district with zero regard for the immense harm this dangerously addictive narcotic has caused,” stated United States Attorney Durham.  “Pharmacists have a responsibility to prevent the illegal flow of drugs from their businesses, but these defendants only cared about lining their pockets with cash. With today’s verdict they will soon learn there is a reckoning for their criminal conduct that has contributed to the opioid epidemic.”

    United States Attorney Durham expressed sincere thanks to his team of prosecutors and paralegals and all of the law enforcement partners whose tireless efforts contributed to the convictions of these defendants and their co-conspirators. They include the Federal Bureau of Investigation, the Office of the New York State Comptroller, the New York Attorney General’s Medicaid Fraud Control Unit and the New York National Guard.

    “Today’s verdict against Yousef Ennab and Mohamed Hassan sends a strong message to anyone in the medical profession willing to betray their patients’ trust,” stated DEA New York Special Agent in Charge Tarentino.  “Pharmacists who abuse their license, a license to help and promote the health and safety of others, will be prosecuted to the fullest extent of the law.  This abuse is a breach of trust that not only undermines public confidence but also causes irreputable harm and erodes the foundation of integrity which the public relies on.  The DEA and our partners will continue to target those individuals who abuse their authority and profit from fueling the national opioid crisis.”  

    “The pharmacists convicted in this case chose to dispense illegally prescribed controlled substances to patients and accept cash kickbacks to do so, which is especially egregious given the ongoing opioid epidemic,” stated HHS-OIG Special Agent in Charge Gruchacz.  “HHS-OIG will continue to work with our law enforcement partners to ensure health care providers involved in schemes that threaten patient safety are held accountable.”

    “These two men used their positions as pharmacists to scheme and cheat the system, filling their pockets with the money of the vulnerable and addicted.  Yousef Ennab and Mohamed Hassan had little regard for the safety and well-being of their clients, and today a jury of their peers found them guilty of their criminal behavior.  This conviction was made possible with the collaborative efforts of our federal and local partners, and now both defendants will soon be faced with sentencing,” stated IRS-CI Special Agent in Charge Chavis.

    “Whether illegal drug transactions occur on a street corner or in brick-and-mortar pharmacies masquerading as legitimate businesses, the pushers are fueling addiction,” stated NYPD Commissioner Tisch.  “The numbers here are staggering—over 1.2 million pills exchanged with a street value of approximately $24 million.  While the full extent of the harm is unquantifiable, the guilty verdicts send a clear message that wherever you illegally distribute drugs, your operation will be shut down and you will go to jail.  I thank the investigators in the NYPD, in the U.S. Attorney’s Office, and across numerous law enforcement agencies for their joint effort to eradicate poison from our streets.”

    “The defendants’ criminal conduct, and that of their co-conspirators, flooded our city with 1.2 million pills of highly addictive oxycodone.  Their convictions make clear that DOI, the U.S. Attorney’s Office for the Eastern District of New York, and all of our partner law enforcement agencies involved in this investigation are committed to bringing to justice those responsible for the distribution of dangerous drugs.” stated DOI Commissioner Strauber.

    “The Department takes professional and medical misconduct very seriously, with the health and safety of New Yorkers and our communities being of utmost concern,” stated New York State Department of Health Commissioner McDonald.  “The State Department of Health’s Bureau of Narcotic Enforcement will continue to remain vigilant and collaborate with law enforcement agencies to protect the public health by combatting diversion and safeguarding the legitimate use of controlled substances in health care.”

    As proven at trial, Hassan and Ennab were licensed pharmacists who participated in a large-scale scheme using illegal medical prescriptions to obtain oxycodone for distribution on the streets of New York City.  Hassan held ownership stakes in more than a dozen pharmacies, where were located in Brooklyn, Queens and Staten Island and did business under the names Nile RX, Nile Ridge, Nile City, Sunset Corner, Prospect Care, Downtown RX and Forest Care, among others.  Ennab was the supervising pharmacist at Forest Care, one of Hassan’s pharmacies in Staten Island.

    The scheme relied on filling illegally issued prescriptions for 30-day supplies of oxycodone 30 mg that were written out of a Brooklyn medical practice operating as a pill mill, often for patients that the resident doctor at the practice had never examined.  Oxycodone 30 pills are high in strength and are prescribed to cancer patients, for instance.  In some cases, the prescriptions were for individuals whose identities had been stolen and were not patients of the practice.  The prescriptions were then filled at pharmacies controlled by Hassan, including the pharmacy where Ennab worked.  Hassan and Ennab conspired with other drug dealers to effect the distribution of the illegally obtained oxycodone.  One of the drug dealers picked up the oxycodone from the pharmacies in exchange for cash payments to Hassan and Ennab.  Hassan and other pharmacist co-conspirators also billed insurance companies for the pills even though they had no legitimate medical purpose. The trial evidence included video footage of Ennab taking a cash payment from one of the drug dealers, Michael Kent, while handing over multiple prescriptions for oxycodone for sham patients. In total, the scheme resulted in the illegal distribution of more than 1.2 million pills of oxycodone worth more than $36 million in retail street value.

    Six co-defendants, including Dr. Somsri Ratanaprasatporn, her receptionist Leticia Smith and pharmacists Bassam Amin and Omar Elsayed, previously pleaded guilty based on their involvement in the scheme and are awaiting sentencing.  A seventh co-defendant, Michael Kent, previously pleaded guilty and was sentenced to nine years’ incarceration.

    These convictions are part of an Organized Crime Drug Enforcement Task Forces (OCDETF) operation led by the U.S. Attorney’s Office and the DEA.  OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach.  Additional information about the OCDETF Program can be found at https://www.justice.gov/OCDETF.

    Assistant United States  Attorneys Laura Zuckerwise, Victor Zapana and Gilbert M. Rein are in charge of the prosecution with assistance from Paralegal Specialists Rachel Friedman and Nadya Osman.  Assistant United States Attorney Claire Kedeshian is handing forfeiture matters.  

    The Defendants:

    YOUSEF ENNAB
    Age:  27
    Brooklyn, New York

    MOHAMED HASSAN
    Age:  34
    Brooklyn, New York

    Co-Defendants Who Pleaded Guilty:

    LETICIA SMITH
    Age:  54
    Brooklyn, New York

    BASSAM AMIN
    Age: 69
    Brooklyn, New York

    OMAR ELSAYED
    Age:  28
    Hackensack, New Jersey

    YOUSEF ENNAB
    Age:  25
    Brooklyn, New York

    MICHAEL KENT
    Age:  49
    Brooklyn, New York

    ANTHONY MATHIS
    Age:  55
    New Windsor, New York

    Dr. SOMSRI RATANAPRASATPORN
    Age:  75
    Staten Island, New York

    RAYMOND WALKER
    Age:  70
    Brooklyn, New York

    E.D.N.Y. Docket No. 22-CR-464 (AMD)

    MIL Security OSI –

  • MIL-OSI Security: Repeat Child Sex Offender Sentenced to 270 Months in Federal Prison for Child Exploitation Offenses

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

    United States Attorney Ronald C. Gathe, Jr. announced that U.S. District Judge Judge Brian A. Jackson sentenced James Tyra Bowman, age 30, of Appleton, Wisconsin, to 270 months in federal prison following his convictions for attempted coercion and enticement of a minor and attempted transfer of obscene material to a minor. The Court further sentenced Bowman to serve five years of supervised release following his term of imprisonment and ordered him to complete sex offender treatment and register as a sex offender upon his release.

    Bowman, while in Wisconsin, used social media applications and the name “Genius_Outlaw” to attempt to convince someone he believed was an 11-year-old girl in Baton Rouge, Louisiana to have an illegal sexual relationship with him.  Bowman offered her gifts to entice her to engage in the sexual acts.  The 11-year-old girl was actually an undercover law enforcement officer.  Bowman also sent the undercover officer a picture of himself and his genitals and demanded that she send him sexually explicit videos and images of herself. Bowman also planned an arrangement to train the supposed 11-year-old girl (undercover officer) in illegal sex acts in Wisconsin.  Bowman was arrested by law enforcement in January of 2024.  Bowman was previously convicted and sentenced for child sexual exploitation crimes in Wisconsin in 2017.

    This matter was investigated by the Federal Bureau of Investigation and was prosecuted by Assistant United States Attorney Edward H. Warner, who also serves as Deputy Criminal Chief.

    This case was brought as part of Project Safe Childhood, a nationwide initiative to combat the growing epidemic of child sexual exploitation and abuse, launched in May 2006 by the Department of Justice.  Led by U.S. Attorneys’ Offices and CEOS, Project Safe Childhood marshals federal, state, and local resources to better locate, apprehend, and prosecute individuals who exploit children via the Internet, as well as to identify and rescue victims.  For more information about Project Safe Childhood, please visit http://www.justice.gov/psc.

    MIL Security OSI –

  • MIL-OSI Security: Boston Man Pleads Guilty to Drug Conspiracy

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

    BOSTON – A member of the violent Boston-based gang, H-Block, has pleaded guilty today in federal court in Boston to drug conspiracy charges.

    Dominique Carpenter-Grady, a/k/a “8 Zipp,” a/k/a “Eight,” “a/k/a “Eighty,” 35, pleaded guilty to one count of conspiracy to distribute and to possess with intent to distribute PCP, MDMB-4en-PINACA and ADB-4en-PINACA. U.S. District Court Judge Indira Talwani scheduled sentencing for Feb. 11, 2026.

    Carpenter-Grady was one of 10 H-Block gang members and associates charged in August 2024 following a multi-year investigation of H-Block beginning in 2021 in response to an uptick in gang-related drug trafficking, shootings and violence. Over 500 grams of cocaine, cocaine base (crack cocaine) and fentanyl, as well as over 20,000 doses of drug-laced paper were seized during the investigation.

    According to the charging documents, the H-Block street gang is one of the most feared and influential city-wide gangs in Boston. Originally formed in the 1980s as the Humboldt Raiders in the Roxbury section of Boston, the gang re-emerged in the 2000s as H-Block. Current members of H-Block have a history of violent confrontation with law enforcement, including an incident in 2015 when a member shot a Boston Police officer at point blank range without warning or provocation.

    Carpenter-Grady was a long-time H-Block gang member and one of three members and associates of H Block charged with a conspiracy to smuggle illegal drugs into a Massachusetts prison. Carpenter-Grady facilitated intercepted calls coordinating the smuggling of drugs on saturated papers into the prison where alleged co-conspirators were incarcerated. It is alleged that several sheets of paper containing PCP (Phenylcyclidine) and illegal K2 were seized over the course of the investigation. It is estimated that a single sheet of such paper would be worth as much as $80,000 inside the prison.

    According to court documents, the Massachusetts Department of Correction has seen a significant increase in the smuggling of synthetic cannabinoids, a/k/a “K2,” and other dangerous substances into the prison system. A common method of introducing the drugs is by exploiting the Department of Correction’s inmate mail policies, which prohibit delivery to inmates of original copies of any materials contained in incoming mail except for legal mail, original copies of which are inspected and delivered via the U.S. postal system. Sheets of paper are saturated or sprayed with liquid narcotics, dried, printed with fake legal correspondence, and then mailed to inmates in an envelope marked as legal mail, in the hopes that the drug-laced paper will be delivered undetected.

    Carpenter-Grady is the second defendant to plead guilty in the case.

    The charges of conspiracy to distribute and to possess with intent to distribute PCP, MDMB-4en-PINACA and ADB-4en-PINACA provides for a sentence of up to 20 years in prison, at least three years and up to a lifetime of supervised release and a fine of up to $1 million. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.
        
    United States Attorney Leah B. Foley; Stephen Belleau, Acting Special Agent in Charge of the Drug Enforcement Administration, New England Field Division; Special Agent in Charge Andrew Murphy of the U.S. Secret Service Boston Field Office; Jodi Cohen, Special Agent in Charge of the Federal Bureau of Investigation, Boston Division; Boston Police Commissioner Michael Cox; and Jonathan Mellone, Special Agent in Charge of the U.S. Department of Labor, Office of Inspector General, Northeast Region made the announcement. The investigation was supported by the Massachusetts State Police; Suffolk County District Attorney’s Office; Massachusetts Department of Corrections; and the Braintree, Quincy, Randolph and Watertown Police Departments. Assistant United States Attorney John T. Dawley of the Organized Crime & Gang Unit and Jeremy Franker of the Justice Department’s Violent Crime & Racketeering Section are prosecuting the cases.

    The case was investigated under the Organized Crime Drug Enforcement Task Forces (OCDETF). OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. For more information about Organized Crime Drug Enforcement Task Forces, please visit Justice.gov/OCDETF.

    The details contained in the charging documents are allegations. The remaining defendants are presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.

    MIL Security OSI –

  • MIL-OSI Security: U.S. Marshals Arrest Previously Deported Man for Violation of Sex Offender Registration and Reentry of Deported Alien

    Source: US Marshals Service

    Trenton, TN – Early this morning, the U.S. Marshals led Two Rivers Violent Fugitive Task Force (TRVFTF) in Jackson, Tennessee, and Homeland Security Investigations (HSI) arrested Jose Alfredo Melendez-Hernandez.

    The U.S. Marshals Service (USMS) in the Western District of Tennessee began investigating Melendez-Hernandez, 52, for violation of the Sex Offender Registration and Notification Act (SORNA) after it was determined that he was residing in Gibson County, Tennessee and failed to register as a sex offender.

    Investigators also determined that Melendez-Hernandez was previously deported and removed from the United States in 2009 following a conviction for sexual battery in Texas.

    The investigation further revealed that Melendez-Hernandez was in the United States without having obtained the express consent from the Secretary of Homeland Security to reapply for admission to the United States.

    Melendez-Hernandez was indicted in federal court in the Western District of Tennessee on February 10, 2025, for violation of SORNA and Reentry of Deported Alien.

    On February 12, 2025, the TRVFTF and HSI Agents went to a residence on Cades Loop Road in Trenton, Tennessee. After Melendez-Hernandez failed to comply with commands to come outside, the door was breached by Deputy marshals and task force officers. Melendez-Hernandez was found inside, taken into custody, and transported to the James D. Todd U.S. Courthouse in Jackson.

    The U.S. Marshals Service Two Rivers Violent Fugitive Task Force is a multi-agency task force within Western Tennessee. The TRVFTF has offices in Memphis and Jackson, and its membership is primarily composed of Deputy U.S. Marshals, Shelby, Fayette, Tipton, and Gibson County Sheriff’s Deputies, Memphis and Jackson Police Officers, Tennessee Department of Correction Special Agents and the Tennessee Highway Patrol. Since 2021, the TRVFTF has captured approximately 3,000 violent offenders and sexual predators.

    MIL Security OSI –

  • MIL-OSI Security: Indiana Real Estate Developer and Property Manager Sentenced to 41 Months in Prison for Multimillion-Dollar Ponzi Scheme

    Source: Federal Bureau of Investigation (FBI) State Crime Alerts (c)

    NEWARK, N.J. –  An Indianapolis man was sentenced today to 41 months in prison today for his role in a scheme to defraud real estate investors, Acting U.S. Attorney Vikas Khanna announced.

    Herbert Whalen, a/k/a “Bert Whalen,” 50, of Indianapolis, Indiana, previously pleaded guilty in Newark federal court to conspiracy to commit wire fraud for his role in a multi-million dollar real estate investment scheme that took place in Indiana and New Jersey.  Judge Madeline Cox Arleo imposed the sentence today in Newark federal court.

    According to documents filed in this case and statements made in court:

    From August 2016 to July 2018, Whalen, who operated Oceanpointe Property Management in Indianapolis, engaged in a scheme to obtain money from real estate investors by misrepresenting and concealing the poor condition of properties managed by Oceanpointe and by creating fake leases for unoccupied Oceanpointe properties. Investors were promised that, after repairs and rehabilitations were completed, and tenants rented the properties, investors would receive copies of the leases and begin to receive rent payments as their return on investment. In reality, many Oceanpointe properties were not repaired and rehabilitated, and were not ready for occupancy. To conceal these facts from victim investors, Whalen and a conspirator directed Oceanpointe employees to draft fake leases, making it appear to investors that Oceanpointe properties were rented, when, in fact, the properties remained vacant. Whalen instructed Oceanpointe employees to place fake tenant names on leases to send to Oceanpointe investors.

    Whalen and others commingled tenant rent payments and selected which investors would be paid from the pool of funds in order to silence investors who voiced concerns and evade detection of the fraud. In order to prevent investors from leaving Oceanpointe and exposing his fraudulent conduct, Whalen directed an Oceanpointe employee to create a false identity and falsely claim, on an online real estate message forum, that the Oceanpointe employee was an investor with Oceanpointe and another company, and that Oceanpointe had addressed all of the concerns regarding the investment property. These misrepresentations and others led to millions of dollars in losses to investors, which Whalen used to, among other things, fund his lifestyle.

    In addition to the prison term, Judge Arleo sentenced Whalen to three years of supervised release.

    Acting U.S. Attorney Khanna credited special agents of the FBI, under the direction of Acting Special Agent in Charge Terence G. Reilly in Newark, with the investigation leading to the charge.

    The government is represented by Assistant U.S. Attorneys Caroline Silane of the Economic Crimes Unit and Ari B. Fontecchio, Chief of the Opioid Abuse Prevention and Enforcement Unit.

                                                               ###

    Defense counsel: John L. Tompkins, Tompkins Law, Indianapolis, IN

    MIL Security OSI –

  • MIL-OSI: Palomar Holdings, Inc. Reports Fourth Quarter & Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    LA JOLLA, Calif., Feb. 12, 2025 (GLOBE NEWSWIRE) — Palomar Holdings, Inc. (NASDAQ:PLMR) (“Palomar” or “Company”) reported net income of $35.0 million, or $1.29 per diluted share, for the fourth quarter of 2024 compared to net income of $25.9 million, or $1.02 per diluted share, for the fourth quarter of 2023. Adjusted net income(1) was $41.3 million, or $1.52 per diluted share, for the fourth quarter of 2024 as compared to $28.0 million, or $1.11 per diluted share, for the fourth quarter of 2023. 

    Fourth Quarter 2024 Highlights

    • Gross written premiums increased by 23.3% to $373.7 million compared to $303.2 million in the fourth quarter of 2023
    • Net income increased 35.0% to $35.0 million compared to $25.9 million in the fourth quarter of 2023
    • Adjusted net income(1) increased 47.5% to $41.3 million compared to $28.0 million in the fourth quarter of 2023
    • Total loss ratio of 25.7% compared to 19.1% in the fourth quarter of 2023
    • Combined ratio of 75.9% compared to 74.2% in the fourth quarter of 2023
    • Adjusted combined ratio(1) of 71.7% compared to 68.8%, in the fourth quarter of 2023
    • Annualized return on equity of 19.5% compared to 23.2% in the fourth quarter of 2023
    • Annualized adjusted return on equity(1) of 23.1% compared to 25.1% in the fourth quarter of 2023

    Full Year 2024 Highlights

    • Gross written premiums increased by 35.1% to $1.5 billion compared to $1.1 billion in 2023
    • Net income increased 48.4% to $117.6 million compared to $79.2 million in 2023
    • Adjusted net income(1) increased 42.8% to $133.5 million compared to $93.5 million in 2023
    • Total loss ratio of 26.4% compared to 21.0% in 2023
    • Combined ratio of 78.1% compared to 76.6% in 2023
    • Adjusted combined ratio(1) of 73.7% compared to 71.2% in 2023
    • Return on equity of 19.6% compared to 18.5% in 2023
    • Adjusted return on equity(1) of 22.2% compared to 21.9% in 2023

    (1)  See discussion of “Non-GAAP and Key Performance Indicators” below.

    Mac Armstrong, Chairman and Chief Executive Officer, commented, “Palomar’s stellar 2024 was capped off by an exceptional fourth quarter. During the quarter, we generated gross written premiums growth of 23%, 39% when excluding run-off business from our results, adjusted net income growth of 48%, inclusive of $8.1 million of catastrophe losses, and, importantly, an adjusted return on equity of 23%. When looking at the full year we not only generated record gross written premiums and adjusted net income, but we grew our top and bottom-line 35% and 43%, respectively. Additionally, throughout 2024 we made significant investments across the organization that we believe will sustain our earnings base and profitable growth trajectory.”  

    Mr. Armstrong continued, “Beyond the strong financial results of the fourth quarter and 2024, Palomar’s accomplishments were several and notable, highlighted by our AM Best upgrade and the acquisition of First Indemnity of America, our surety operation.  Furthermore, we accomplished a Palomar 2X fundamental strategic objective by doubling our adjusted underwriting income for the 2021 period in a three-year timeframe. We are energized by our prospects to continue this profitable growth in 2025 and thereafter.”  

    Underwriting Results

    Gross written premiums increased 23.3% to $373.7 million compared to $303.2 million in the fourth quarter of 2023, additionally net earned premiums increased 54.6% compared to the prior year’s fourth quarter. 

    Losses and loss adjustment expenses for the fourth quarter were $37.2 million, comprised of $29.1 million of attritional losses and $8.1 million of catastrophe losses primarily related to Hurricane Milton. The loss ratio for the quarter was 25.7%, comprised of an attritional loss ratio of 20.1% and a catastrophe loss ratio of 5.6%, compared to a loss ratio of 19.1% during the same period last year, all comprised of attritional losses.

    Underwriting income(1) for the fourth quarter was $34.9 million resulting in a combined ratio of 75.9% compared to underwriting income of $24.2 million resulting in a combined ratio of 74.2% during the same period last year. The Company’s adjusted underwriting income(1) was $41.0 million resulting in an adjusted combined ratio(1) of 71.7% in the fourth quarter compared to adjusted underwriting income(1) of $29.3 million and an adjusted combined ratio(1) of 68.8% during the same period last year.

    Investment Results
    Net investment income increased by 61.3% to $11.3 million compared to $7.0 million in the prior year’s fourth quarter. The increase was primarily due to higher yields on invested assets and a higher average balance of investments held during the three months ended December 31, 2024 due to cash generated from operations and proceeds from our August 2024 stock offering. The weighted average duration of the fixed-maturity investment portfolio, including cash equivalents, was 4.04 years at December 31, 2024. Cash and invested assets totaled $1.1 billion at December 31, 2024. During the fourth quarter, the Company recorded net realized and unrealized losses of $1.2 million related to its investment portfolio as compared to net realized and unrealized gains of $3.0 million in last year’s fourth quarter.

    Tax Rate
    The effective tax rate for the three months ended December 31, 2024 was 22.2% compared to 22.6% for the three months ended December 31, 2023. For the current quarter, the Company’s income tax rate differed from the statutory rate due primarily to the non-deductible executive compensation expense, offset by the permanent component of employee stock option exercises.

    Stockholders’ Equity and Returns
    Stockholders’ equity was $729.0 million at December 31, 2024, compared to $471.3 million at December 31, 2023. For the three months ended December 31, 2024, the Company’s annualized return on equity was 19.5% compared to 23.2% for the same period in the prior year while adjusted return on equity(1) was 23.1% compared to 25.1% for the same period in the prior year. 

    Full Year 2025 Outlook
    For the full year 2025, the Company expects to achieve adjusted net income of $180 million to $192 million. This includes an estimate of $8 million to $12 million of catastrophe losses for the year.

    Conference Call
    As previously announced, Palomar will host a conference call Thursday, February 13, 2025, to discuss its fourth quarter 2024 results at 12:00 p.m. (Eastern Time). 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 Fourth Quarter 2024 Earnings Conference Call. A replay will be available starting at 4:00 p.m. (Eastern Time) on February 13, 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 13743970. The replay will be available until 11:59 p.m. (Eastern Time) on February 20, 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 http://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. 

    Non-GAAP and Key Performance Indicators

    Palomar discusses certain key performance indicators, described below, which provide useful information about the Company’s business and the operational factors underlying the Company’s financial performance.

    Underwriting revenue is a non-GAAP financial measure defined as total revenue, excluding net investment income and net realized and unrealized gains and losses on investments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of total revenue calculated in accordance with GAAP to underwriting revenue.

    Underwriting income is a non-GAAP financial measure defined as income before income taxes excluding net investment income, net realized and unrealized gains and losses on investments, and interest expense. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to underwriting income.

    Adjusted net income is a non-GAAP financial measure defined as net income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook, net of tax impact. The Company calculates the tax impact only on adjustments which would be included in calculating its income tax expense using the estimated tax rate at which the company received a deduction for these adjustments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income calculated in accordance with GAAP to adjusted net income.

    Annualized Return on equity is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

    Annualized adjusted return on equity is a non-GAAP financial measure defined as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of return on equity calculated using unadjusted GAAP numbers to adjusted return on equity.

    Loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses, to net earned premiums.

    Expense ratio, expressed as a percentage, is the ratio of acquisition and other underwriting expenses, net of commission and other income to net earned premiums.

    Combined ratio is defined as the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

    Adjusted combined ratio is a non-GAAP financial measure defined as the sum of the loss ratio and the expense ratio calculated excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio.

    Diluted adjusted earnings per share is a non-GAAP financial measure defined as adjusted net income divided by the weighted-average common shares outstanding for the period, reflecting the dilution which could occur if equity-based awards are converted into common share equivalents as calculated using the treasury stock method. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of diluted earnings per share calculated in accordance with GAAP to diluted adjusted earnings per share.

    Catastrophe loss ratio is a non-GAAP financial measure defined as the ratio of catastrophe losses to net earned premiums. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of loss ratio calculated using unadjusted GAAP numbers to catastrophe loss ratio.

    Adjusted combined ratio excluding catastrophe losses is a non-GAAP financial measure defined as adjusted combined ratio excluding the impact of catastrophe losses.  See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio excluding catastrophe losses.

    Adjusted underwriting income is a non-GAAP financial measure defined as underwriting income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to adjusted underwriting income.

    Tangible stockholders’ equity is a non-GAAP financial measure defined as stockholders’ equity less goodwill and intangible assets. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of stockholders’ equity calculated in accordance with GAAP to tangible stockholders’ equity.

    Safe Harbor Statement
    Palomar cautions you that statements contained in this press release may regard matters that are not historical facts but are forward-looking statements. These statements are based on the company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by Palomar that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business. The forward-looking statements are typically, but not always, identified through use of the words “believe,” “expect,” “enable,” “may,” “will,” “could,” “intends,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “potential,” “possible,” “should,” “continue,” and other words of similar meaning. Actual results could differ materially from the expectations contained in forward-looking statements as a result of several factors, including unexpected expenditures and costs, unexpected results or delays in development and regulatory review, regulatory approval requirements, the frequency and severity of adverse events and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the Company’s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

    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.

    Summary of Operating Results:

    The following tables summarize the Company’s results for the three months and year ended December 31, 2024 and 2023:

      Three Months Ended                
      December 31,                
      2024   2023   Change   % Change
      ($ in thousands, except per share data)
    Gross written premiums $ 373,723     $ 303,152     $ 70,571       23.3 %
    Ceded written premiums   (204,492 )     (188,742 )     (15,750 )     8.3 %
    Net written premiums   169,231       114,410       54,821       47.9 %
    Net earned premiums   144,890       93,748       51,142       54.6 %
    Commission and other income   750       1,586       (836 )     (52.7 )%
    Total underwriting revenue (1)   145,640       95,334       50,306       52.8 %
    Losses and loss adjustment expenses   37,176       17,896       19,280       107.7 %
    Acquisition expenses, net of ceding commissions and fronting fees   40,585       29,005       11,580       39.9 %
    Other underwriting expenses   32,947       24,210       8,737       36.1 %
    Underwriting income (1)   34,932       24,223       10,709       44.2 %
    Interest expense   (87 )     (824 )     737       (89.4 )%
    Net investment income   11,318       7,015       4,303       61.3 %
    Net realized and unrealized (losses) gains on investments   (1,201 )     3,044       (4,245 )     (139.5 )%
    Income before income taxes   44,962       33,458       11,504       34.4 %
    Income tax expense   9,997       7,564       2,433       32.2 %
    Net income $ 34,965     $ 25,894     $ 9,071       35.0 %
    Adjustments:                              
    Net realized and unrealized losses (gains) on investments   1,201       (3,044 )     4,245       (139.5 )%
    Expenses associated with transactions   922       478       444       92.9 %
    Stock-based compensation expense   4,779       4,176       603       14.4 %
    Amortization of intangibles   389       389       —       — %
    Tax impact   (964 )     103       (1,067 )     NM  
    Adjusted net income (1) $ 41,292     $ 27,996     $ 13,296       47.5 %
    Key Financial and Operating Metrics                              
    Annualized return on equity   19.5 %     23.2 %                
    Annualized adjusted return on equity (1)   23.1 %     25.1 %                
    Loss ratio   25.7 %     19.1 %                
    Expense ratio   50.2 %     55.1 %                
    Combined ratio   75.9 %     74.2 %                
    Adjusted combined ratio (1)   71.7 %     68.8 %                
    Diluted earnings per share $ 1.29     $ 1.02                  
    Diluted adjusted earnings per share (1) $ 1.52     $ 1.11                  
    Catastrophe losses $ 8,122     $ 10                  
    Catastrophe loss ratio (1)   5.6 %     — %                
    Adjusted combined ratio excluding catastrophe losses (1)   66.1 %     68.8 %                
    Adjusted underwriting income (1) $ 41,022     $ 29,266     $ 11,756       40.2 %
    NM – not meaningful                              

    (1)- Indicates Non-GAAP financial measure- see above for definition of Non-GAAP financial measures and see below for reconciliation of Non-GAAP financial measures to their most directly comparable measures prepared in accordance with GAAP.

                         
      Year Ended                
      December 31,                
      2024   2023   Change   % Change
      ($ in thousands, except per share data)
    Gross written premiums $ 1,541,962     $ 1,141,558     $ 400,404       35.1 %
    Ceded written premiums   (897,111 )     (731,531 )     (165,580 )     22.6 %
    Net written premiums   644,851       410,027       234,824       57.3 %
    Net earned premiums   510,687       345,913       164,774       47.6 %
    Commission and other income   2,784       3,367       (583 )     (17.3 )%
    Total underwriting revenue (1)   513,471       349,280       164,191       47.0 %
    Losses and loss adjustment expenses   134,759       72,592       62,167       85.6 %
    Acquisition expenses, net of ceding commissions and fronting fees   149,657       107,745       41,912       38.9 %
    Other underwriting expenses   117,113       88,172       28,941       32.8 %
    Underwriting income (1)   111,942       80,771       31,171       38.6 %
    Interest expense   (1,138 )     (3,775 )     2,637       (69.9 )%
    Net investment income   35,824       23,705       12,119       51.1 %
    Net realized and unrealized gains on investments   4,568       2,941       1,627       55.3 %
    Income before income taxes   151,196       103,642       47,554       45.9 %
    Income tax expense   33,623       24,441       9,182       37.6 %
    Net income $ 117,573     $ 79,201     $ 38,372       48.4 %
    Adjustments:                              
    Net realized and unrealized gains on investments   (4,568 )     (2,941 )     (1,627 )     55.3 %
    Expenses associated with transactions   1,479       706       773       109.5 %
    Stock-based compensation expense   16,685       14,913       1,772       11.9 %
    Amortization of intangibles   1,558       1,481       77       5.2 %
    Expenses associated with catastrophe bond   2,483       1,640       843       51.4 %
    Tax impact   (1,699 )     (1,480 )     (219 )     14.8 %
    Adjusted net income (1) $ 133,511     $ 93,520     $ 39,991       42.8 %
    Key Financial and Operating Metrics                              
    Annualized return on equity   19.6 %     18.5 %                
    Annualized adjusted return on equity (1)   22.2 %     21.9 %                
    Loss ratio   26.4 %     21.0 %                
    Expense ratio   51.7 %     55.7 %                
    Combined ratio   78.1 %     76.6 %                
    Adjusted combined ratio (1)   73.7 %     71.2 %                
    Diluted earnings per share $ 4.48     $ 3.13                  
    Diluted adjusted earnings per share (1) $ 5.09     $ 3.69                  
    Catastrophe losses $ 27,846     $ 3,442                  
    Catastrophe loss ratio (1)   5.5 %     1.0 %                
    Adjusted combined ratio excluding catastrophe losses (1)   68.3 %     70.2 %                
    Adjusted underwriting income (1) $ 134,147     $ 99,511     $ 34,636       34.8 %
                                   

    Condensed Consolidated Balance sheets

    Palomar Holdings, Inc. and Subsidiaries

    Condensed Consolidated Balance Sheets (unaudited)

    (in thousands, except shares and par value data)
               
    ​ December 31,
    2024    		   December 31,
    2023
    Assets ​     ​  
    Investments: ​     ​  
    Fixed maturity securities available for sale, at fair value (amortized cost: $973,330 in 2024; $675,130 in 2023) $ 939,046     $ 643,799  
    Equity securities, at fair value (cost: $32,987 in 2024; $43,003 in 2023)   40,529       43,160  
    Equity method investment   2,277       2,617  
    Other investments   5,863       —  
    Total investments   987,715       689,576  
    Cash and cash equivalents   80,438       51,546  
    Restricted cash   101       306  
    Accrued investment income   8,440       5,282  
    Premium receivable   305,724       261,972  
    Deferred policy acquisition costs, net of ceding commissions and fronting fees   94,881       60,990  
    Reinsurance recoverable on paid losses and loss adjustment expenses   47,076       32,172  
    Reinsurance recoverable on unpaid losses and loss adjustment expenses   348,083       244,622  
    Ceded unearned premiums   276,237       265,808  
    Prepaid expenses and other assets   91,086       72,941  
    Deferred tax assets, net   8,768       10,119  
    Property and equipment, net   429       373  
    Goodwill and intangible assets, net   13,242       12,315  
    Total assets $ 2,262,220     $ 1,708,022  
    Liabilities and stockholders’ equity              
    Liabilities:              
    Accounts payable and other accrued liabilities $ 70,079     $ 42,376  
    Reserve for losses and loss adjustment expenses   503,382       342,275  
    Unearned premiums   741,692       597,103  
    Ceded premium payable   190,168       181,742  
    Funds held under reinsurance treaty   27,869       13,419  
    Income taxes payable   —       7,255  
    Borrowings from credit agreements   —       52,600  
    Total liabilities   1,533,190       1,236,770  
    Stockholders’ equity:              
    Preferred stock, $0.0001 par value, 5,000,000 shares authorized as of December 31, 2024 and December 31, 2023, 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023   —       —  
    Common stock, $0.0001 par value, 500,000,000 shares authorized, 26,529,402 and 24,772,987 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively   3       3  
    Additional paid-in capital   493,656       350,597  
    Accumulated other comprehensive loss   (26,845 )     (23,991 )
    Retained earnings   262,216       144,643  
    Total stockholders’ equity   729,030       471,252  
    Total liabilities and stockholders’ equity $ 2,262,220     $ 1,708,022  
                   

    Condensed Consolidated Income Statement

    Palomar Holdings, Inc. and Subsidiaries

    Condensed Consolidated Statements of Income and Comprehensive Income (loss) (Unaudited)

    (in thousands, except shares and per share data)
               
      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
    Revenues:                              
    Gross written premiums $ 373,723     $ 303,152     $ 1,541,962     $ 1,141,558  
    Ceded written premiums   (204,492 )     (188,742 )     (897,111 )     (731,531 )
    Net written premiums   169,231       114,410       644,851       410,027  
    Change in unearned premiums   (24,341 )     (20,662 )     (134,164 )     (64,114 )
    Net earned premiums   144,890       93,748       510,687       345,913  
    Net investment income   11,318       7,015       35,824       23,705  
    Net realized and unrealized (losses) gains on investments   (1,201 )     3,044       4,568       2,941  
    Commission and other income   750       1,586       2,784       3,367  
    Total revenues   155,757       105,393       553,863       375,926  
    Expenses:                              
    Losses and loss adjustment expenses   37,176       17,896       134,759       72,592  
    Acquisition expenses, net of ceding commissions and fronting fees   40,585       29,005       149,657       107,745  
    Other underwriting expenses   32,947       24,210       117,113       88,172  
    Interest expense   87       824       1,138       3,775  
    Total expenses   110,795       71,935       402,667       272,284  
    Income before income taxes   44,962       33,458       151,196       103,642  
    Income tax expense   9,997       7,564       33,623       24,441  
    Net income $ 34,965     $ 25,894     $ 117,573     $ 79,201  
    Other comprehensive income, net:                              
    Net unrealized (losses) gains on securities available for sale   (16,707 )     19,229       (2,854 )     12,524  
    Net comprehensive income $ 18,258     $ 45,123     $ 114,719     $ 91,725  
    Per Share Data:                              
    Basic earnings per share $ 1.32     $ 1.05     $ 4.61     $ 3.19  
    Diluted earnings per share $ 1.29     $ 1.02     $ 4.48     $ 3.13  
                                   
    Weighted-average common shares outstanding:                              
    Basic   26,491,939       24,747,347       25,520,343       24,822,004  
    Diluted   27,206,225       25,272,149       26,223,842       25,327,091  
                                   

    Underwriting Segment Data

    The Company has a single reportable segment and offers specialty insurance products. Gross written premiums (GWP) by product, location and company are presented below:

      Three Months Ended December 31,                
      2024   2023                
      ($ in thousands)        
              % of           % of           %
      Amount   GWP   Amount   GWP   Change   Change
    Product (1)                                              
    Earthquake $ 146,757       39.3 %   $ 122,087       40.3 %   $ 24,670       20.2 %
    Inland Marine and other Property   85,396       22.9 %     63,039       20.8 %     22,357       35.5 %
    Casualty   68,484       18.3 %     32,323       10.7 %     36,161       111.9 %
    Fronting   57,418       15.4 %     85,708       28.3 %     (28,290 )     (33.0 )%
    Crop   15,668       4.2 %     (5 )     (0.0 )%     15,673       NM  
    Total Gross Written Premiums $ 373,723       100.0 %   $ 303,152       100.0 %   $ 70,571       23.3 %

    NM- Not meaningful

      Year Ended December 31,                
      2024   2023                
      ($ in thousands)        
              % of           % of           %
      Amount   GWP   Amount   GWP   Change   Change
    Product (1)                                              
    Earthquake $ 522,864       33.9 %   $ 436,896       38.3 %   $ 85,968       19.7 %
    Inland Marine and Other Property   334,079       21.7 %     250,023       21.9 %     84,056       33.6 %
    Fronting   333,188       21.6 %     352,141       30.8 %     (18,953 )     (5.4 )%
    Casualty   235,592       15.3 %     90,388       7.9 %     145,204       160.6 %
    Crop   116,239       7.5 %     12,110       1.1 %     104,129       859.9 %
    Total Gross Written Premiums $ 1,541,962       100.0 %   $ 1,141,558       100.0 %   $ 400,404       35.1 %

    (1) – Beginning in 2024, the Company has updated the categorization of its products to align with management’s current strategy and view of the business. Prior year amounts have been reclassified for comparability purposes. The recategorization is for presentation purposes only and does not impact overall gross written premiums.

      Three Months Ended December 31,   Year Ended December 31,
      2024   2023   2024   2023
      ($ in thousands)   ($ in thousands)
              % of           % of           % of           % of
      Amount   GWP   Amount   GWP   Amount   GWP   Amount   GWP
    State                                                              
    California $ 157,786       42.2 %   $ 165,342       54.5 %   $ 668,635       43.4 %   $ 600,791       52.6 %
    Texas   28,002       7.5 %     22,740       7.5 %     124,416       8.1 %     95,517       8.4 %
    Hawaii   18,636       5.0 %     11,562       3.8 %     72,558       4.7 %     47,388       4.2 %
    Washington   16,007       4.3 %     14,124       4.7 %     57,900       3.8 %     49,494       4.3 %
    New York   14,756       3.9 %     6,775       2.2 %     38,919       2.5 %     18,424       1.6 %
    Florida   8,855       2.4 %     11,286       3.7 %     67,008       4.3 %     47,595       4.2 %
    Oregon   8,298       2.2 %     6,307       2.1 %     29,550       1.9 %     23,220       2.0 %
    Illinois   7,176       1.9 %     6,697       2.2 %     20,901       1.4 %     22,340       2.0 %
    Other   114,207       30.6 %     58,319       19.2 %     462,075       30.0 %     236,789       20.7 %
    Total Gross Written Premiums $ 373,723       100.0 %   $ 303,152       100.0 %   $ 1,541,962       100.0 %   $ 1,141,558       100.0 %
                                                                   
      Three Months Ended December 31,   Year Ended December 31,
      2024   2023   2024   2023
      ($ in thousands)   ($ in thousands)
              % of           % of           % of           % of
      Amount   GWP   Amount   GWP   Amount   GWP   Amount   GWP
    Subsidiary                                                              
    PSIC $ 170,275       45.6 %   $ 156,590       51.7 %   $ 823,263       53.4 %   $ 653,809       57.3 %
    PESIC   188,496       50.4 %     146,562       48.3 %     661,404       42.9 %     487,749       42.7 %
    Laulima   14,952       4.0 %     —       — %     57,295       3.7 %     —       — %
    Total Gross Written Premiums $ 373,723       100.0 %   $ 303,152       100.0 %   $ 1,541,962       100.0 %   $ 1,141,558       100.0 %
                                                                   

    Gross and net earned premiums

    The table below shows the amount of premiums the Company earned on a gross and net basis and the Company’s net earned premiums as a percentage of gross earned premiums for each period presented:

      Three Months Ended                   Year Ended                
      December 31,                   December 31,                
      2024   2023   Change   % Change   2024   2023   Change   % Change
      ($ in thousands)   ($ in thousands)
    Gross earned premiums $ 371,654     $ 276,502     $ 95,152       34.4 %   $ 1,397,369     $ 1,015,722     $ 381,647       37.6 %
    Ceded earned premiums   (226,764 )     (182,754 )     (44,010 )     24.1 %     (886,682 )     (669,809 )     (216,873 )     32.4 %
    Net earned premiums $ 144,890     $ 93,748     $ 51,142       54.6 %   $ 510,687     $ 345,913     $ 164,774       47.6 %
                                                                   
    Net earned premium ratio   39.0 %     33.9 %                     36.5 %     34.1 %                
                                                                   

    Loss detail

      Three Months Ended                   Year Ended                
      December 31,                   December 31,                
      2024   2023   Change   % Change   2024   2023   Change   % Change
      ($ in thousands)   ($ in thousands)
    Catastrophe losses $ 8,122     $ 10     $ 8,112       NM     $ 27,846     $ 3,442     $ 24,404       NM  
    Non-catastrophe losses   29,054       17,886       11,168       62.4 %     106,913       69,150       37,763       54.6 %
    Total losses and loss adjustment expenses $ 37,176     $ 17,896     $ 19,280       107.7 %   $ 134,759     $ 72,592     $ 62,167       85.6 %
                                                                   
    Catastrophe loss ratio   5.6 %     0.0 %                     5.5 %     1.0 %                
    Non-catastrophe loss ratio   20.1 %     19.1 %                     20.9 %     20.0 %                
    Total loss ratio   25.7 %     19.1 %                     26.4 %     21.0 %                
    NM-Not meaningful                                                              
                                                                   

    The following table represents a reconciliation of changes in the ending reserve balances for losses and loss adjustment expenses:

      Three Months Ended
    December 31,    		   Year Ended December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Reserve for losses and LAE net of reinsurance recoverables at beginning of period $ 137,274     $ 92,178     $ 97,653     $ 77,520  
    Add: Incurred losses and LAE, net of reinsurance, related to:                              
    Current year   37,575       19,409       137,798       70,363  
    Prior years   (399 )     (1,513 )     (3,039 )     2,229  
    Total incurred   37,176       17,896       134,759       72,592  
    Deduct: Loss and LAE payments, net of reinsurance, related to:                              
    Current year   15,675       5,417       43,582       19,631  
    Prior years   3,476       7,004       33,531       32,828  
    Total payments   19,151       12,421       77,113       52,459  
    Reserve for losses and LAE net of reinsurance recoverables at end of period   155,299       97,653       155,299       97,653  
    Add: Reinsurance recoverables on unpaid losses and LAE at end of period   348,083       244,622       348,083       244,622  
    Reserve for losses and LAE gross of reinsurance recoverables on unpaid losses and LAE at end of period $ 503,382     $ 342,275     $ 503,382     $ 342,275  
                                   

    Reconciliation of Non-GAAP Financial Measures

    For the three months and year ended December 31, 2024 and 2023, the Non-GAAP financial measures discussed above reconcile to their most comparable GAAP measures as follows:

    Underwriting revenue

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Total revenue $ 155,757     $ 105,393     $ 553,863     $ 375,926  
    Net investment income   (11,318 )     (7,015 )     (35,824 )     (23,705 )
    Net realized and unrealized (gains) losses on investments   1,201       (3,044 )     (4,568 )     (2,941 )
    Underwriting revenue $ 145,640     $ 95,334     $ 513,471     $ 349,280  
                                   

    Underwriting income and adjusted underwriting income

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Income before income taxes $ 44,962     $ 33,458     $ 151,196     $ 103,642  
    Net investment income   (11,318 )     (7,015 )     (35,824 )     (23,705 )
    Net realized and unrealized losses (gains) on investments   1,201       (3,044 )     (4,568 )     (2,941 )
    Interest expense   87       824       1,138       3,775  
    Underwriting income $ 34,932     $ 24,223     $ 111,942     $ 80,771  
    Expenses associated with transactions   922       478       1,479       706  
    Stock-based compensation expense   4,779       4,176       16,685       14,913  
    Amortization of intangibles   389       389       1,558       1,481  
    Expenses associated with catastrophe bond   —       —       2,483       1,640  
    Adjusted underwriting income $ 41,022     $ 29,266     $ 134,147     $ 99,511  
                                   

    Adjusted net income

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Net income $ 34,965     $ 25,894     $ 117,573     $ 79,201  
    Adjustments:                              
    Net realized and unrealized losses (gains) on investments   1,201       (3,044 )     (4,568 )     (2,941 )
    Expenses associated with transactions   922       478       1,479       706  
    Stock-based compensation expense   4,779       4,176       16,685       14,913  
    Amortization of intangibles   389       389       1,558       1,481  
    Expenses associated with catastrophe bond   —       —       2,483       1,640  
    Tax impact   (964 )     103       (1,699 )     (1,480 )
    Adjusted net income $ 41,292     $ 27,996     $ 133,511     $ 93,520  
                                   

    Annualized adjusted return on equity

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
                                   
    Annualized adjusted net income $ 165,168     $ 111,984     $ 133,511     $ 93,520  
    Average stockholders’ equity $ 716,171     $ 446,293     $ 600,140     $ 428,002  
    Annualized adjusted return on equity   23.1 %     25.1 %     22.2 %     21.9 %
                                   

    Adjusted combined ratio

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income $ 109,958     $ 69,525     $ 398,745     $ 265,142  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Combined ratio   75.9 %     74.2 %     78.1 %     76.6 %
    Adjustments to numerator:                              
    Expenses associated with transactions $ (922 )   $ (478 )   $ (1,479 )   $ (706 )
    Stock-based compensation expense   (4,779 )     (4,176 )     (16,685 )     (14,913 )
    Amortization of intangibles   (389 )     (389 )     (1,558 )     (1,481 )
    Expenses associated with catastrophe bond   —       —       (2,483 )     (1,640 )
    Adjusted combined ratio   71.7 %     68.8 %     73.7 %     71.2 %
                                   

    Diluted adjusted earnings per share

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands, except per share data)   (in thousands, except per share data)
                                   
    Adjusted net income $ 41,292     $ 27,996     $ 133,511     $ 93,520  
    Weighted-average common shares outstanding, diluted   27,206,225       25,272,149       26,223,842       25,327,091  
    Diluted adjusted earnings per share $ 1.52     $ 1.11     $ 5.09     $ 3.69  
                                   

    Catastrophe loss ratio

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Losses and loss adjustment expenses $ 37,176     $ 17,896     $ 134,759     $ 72,592  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Loss ratio   25.7 %     19.1 %     26.4 %     21.0 %
                                   
    Numerator: Catastrophe losses $ 8,122     $ 10     $ 27,846     $ 3,442  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Catastrophe loss ratio   5.6 %     0.0 %     5.5 %     1.0 %
                                   

    Adjusted combined ratio excluding catastrophe losses

      Three Months Ended   Year Ended
      December 31,   December 31,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income $ 109,958     $ 69,525     $ 398,745     $ 265,142  
    Denominator: Net earned premiums $ 144,890     $ 93,748     $ 510,687     $ 345,913  
    Combined ratio   75.9 %     74.2 %     78.1 %     76.6 %
    Adjustments to numerator:                              
    Expenses associated with transactions $ (922 )   $ (478 )   $ (1,479 )   $ (706 )
    Stock-based compensation expense   (4,779 )     (4,176 )     (16,685 )     (14,913 )
    Amortization of intangibles   (389 )     (389 )     (1,558 )     (1,481 )
    Expenses associated with catastrophe bond   —       —       (2,483 )     (1,640 )
    Catastrophe losses   (8,122 )     (10 )     (27,846 )     (3,442 )
    Adjusted combined ratio excluding catastrophe losses   66.1 %     68.8 %     68.3 %     70.2 %
                                   

    Tangible Stockholders’ equity

      December 31,   December 31,
      2024   2023
      (in thousands)
    Stockholders’ equity $ 729,030     $ 471,252  
    Goodwill and intangible assets   (13,242 )     (12,315 )
    Tangible stockholders’ equity $ 715,788     $ 458,937  
                   

    The MIL Network –