Finance – Page 820 – NewzIntel.com

MIL-OSI: Dotz Nano to Present at the Small Cap Growth Virtual Investor Conference February 6th

Source: GlobeNewswire (MIL-OSI)

SYDNEY, Jan. 30, 2025 (GLOBE NEWSWIRE) — Dotz Nano Limited (ASX: DTZ, OTC: DTZZF/DTZNY, “Dotz” or “Company”), a leading developer of innovative climate and industrial nanotechnologies, today announced that Sharon Malka, CEO, will present live at the Small Cap Growth Virtual Investor Conference hosted by VirtualInvestorConferences.com, on February 6^th, 2025.

DATE: February 6^th
TIME: 10:30 a.m. ET
LINK: https://bit.ly/4gkzOdq
Available for 1×1 meetings: Monday, February 10^th, 9:00 a.m. to 1:00 p.m. ET

This will be a live, interactive online event where investors are invited to ask the company questions in real-time. If attendees are not able to join the event live on the day of the conference, an archived webcast will also be made available after the event.

It is recommended that online investors pre-register and run the online system check to expedite participation and receive event updates.

Learn more about the event at www.virtualinvestorconferences.com.

Recent Company Highlights

Received the first commercial order for the Company’s proprietary in-product tagging solution, DotzShield, from a leading provider of energy solutions to the Oil & Gas industries worldwide;
Dotz’s newly developed modified sorbent demonstrates high adsorption capacity and low energy usage for Direct Air Capture (DAC);
Successful lab-scale pilot demonstration of DotzEarth CO₂ capture technology, showing the sorbents’ high adsorption capacity, selectivity, and robustness;
Signed a strategic collaboration agreement with Bar-Ilan University to pilot an innovative electrochemical DAC technology;
U.S. institutional shareholder invests a further A$2.0 million to support the development of the DotzEarth carbon capture technology.

About Dotz Nano Limited

Dotz Nano Limited (ASX: DTZ, OTC: DTZZF/DTZNY) is a technology company developing innovative climate and industrial nano-technologies. The Company’s primary focus is centered on ground-breaking carbon dioxide (CO₂) management technologies, leading towards a carbon-neutral future. The Company’s proprietary carbon-based solid sorbents offer an efficient and sustainable approach to facilitate industrial deep decarbonization.

To learn more about Dotz, please visit the website via the following link www.dotz.tech

About Virtual Investor Conferences^®

Virtual Investor Conferences (VIC) is the leading proprietary investor conference series that provides an interactive forum for publicly traded companies to seamlessly present directly to investors.

Providing a real-time investor engagement solution, VIC is specifically designed to offer companies more efficient investor access. Replicating the components of an on-site investor conference, VIC offers companies enhanced capabilities to connect with investors, schedule targeted one-on-one meetings and enhance their presentations with dynamic video content. Accelerating the next level of investor engagement, Virtual Investor Conferences delivers leading investor communications to a global network of retail and institutional investors.

CONTACTS:

Investor & Media Enquiries John Hurst E: info@dotz.tech P: +61 (0)418 798 663	US IR Robert Meyers E: bob@fnkir.com P: +1-646-878-9204

Virtual Investor Conferences John M. Viglotti SVP Corporate Services, Investor Access OTC Markets Group (212) 220-2221 johnv@otcmarkets.com

The MIL Network –

January 31, 2025

MIL-OSI: Baker Hughes Announces Major Gas Technology Orders for Venture Global LNG

Source: GlobeNewswire (MIL-OSI)

Baker Hughes to supply power island and liquefaction train systems, and signs multi-year services frame agreement to support phases 1 and 2 of Plaquemines LNG project
As a strategic LNG solutions supplier, Baker Hughes to help Venture Global deliver 100+ MTPA of production capacity

HOUSTON and LONDON, Jan. 30, 2025 (GLOBE NEWSWIRE) — Baker Hughes (NASDAQ: BKR), an energy technology company, announced Thursday that it has been awarded a major contract to provide a modularized liquefied natural gas (LNG) system and power island to support Venture Global (VG) LNG projects in the United States. In addition, Baker Hughes signed a multi-year services frame agreement, including maintenance, inspection, repairs and engineering services, to support phases 1 and 2 of VG’s Plaquemines LNG project in Louisiana. The equipment order and services agreement were both secured in the fourth quarter of 2024.

“As power demand surges, LNG has a critical role to play in providing a reliable, flexible fuel source that can be quickly scaled to meet rising demand,” said Lorenzo Simonelli, chairman and CEO of Baker Hughes. “We have been a trusted partner in natural gas operations for more than 30 years, and our collaboration with Venture Global is a key example of what our industry needs more of today: businesses coming together to leverage best-in-class technologies and services that can deliver reliable and efficient natural gas operations to support sustainable energy development.”

“Baker Hughes continues to be a trusted partner for Venture Global in delivering a secure, reliable energy supply to the world and we are thrilled to add another significant milestone on our partnership,” said Mike Sabel, CEO of Venture Global.

Baker Hughes, as a strategic LNG technology supplier to Venture Global for more than 100 million tons per annum (MTPA) of production capacity, has already provided comprehensive LNG solutions to the Calcasieu Pass and Plaquemines LNG facilities.

Recently, Venture Global announced the successful loading and departure of the first liquefied natural gas (LNG) cargo produced from its Plaquemines LNG facility, after reaching first LNG production.

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

For more information, please contact:

Media Relations

Chiara Toniato
+39 3463823419
chiara.toniato@bakerhughes.com

Investor Relations

Chase Mulvehill
+1 281-809-9088
investor.relations@bakerhughes.com

The MIL Network –

January 31, 2025

MIL-OSI: FlexShopper Updates Status of Rights Offering

Source: GlobeNewswire (MIL-OSI)

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

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

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

Overview of Upcoming Rights

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

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

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

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

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

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

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

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

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

The MIL Network –

January 31, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Fourth Quarter 2024 Highlights:

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

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

Fourth Quarter Financial Results:

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

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

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

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

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

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

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

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

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

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

¹ See “Non-GAAP Financial Information” for reconciliation

CONFERENCE CALL

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

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

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

Detailed financial results are reported on the attached pages.

About First Merchants Corporation

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

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

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

Forward-Looking Statements

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

CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	December 31,
		2024			2023
ASSETS
Cash and due from banks	$	87,616		$	112,649
Interest-bearing deposits		298,891			436,080
Investment securities, net of allowance for credit losses of $245,000 and $245,000		3,460,695			3,811,364
Loans held for sale		18,663			18,934
Loans		12,854,359			12,486,027
Less: Allowance for credit losses – loans		(192,757	)		(204,934	)
Net loans		12,661,602			12,281,093
Premises and equipment		129,743			133,896
Federal Home Loan Bank stock		41,690			41,769
Interest receivable		91,829			97,664
Goodwill and other intangibles		731,830			739,101
Cash surrender value of life insurance		304,906			306,301
Other real estate owned		4,948			4,831
Tax asset, deferred and receivable		92,387			99,883
Other assets		387,169			322,322
TOTAL ASSETS	$	18,311,969		$	18,405,887
LIABILITIES
Deposits:
Noninterest-bearing	$	2,325,579		$	2,500,062
Interest-bearing		12,196,047			12,321,391
Total Deposits		14,521,626			14,821,453
Borrowings:
Federal funds purchased		99,226			—
Securities sold under repurchase agreements		142,876			157,280
Federal Home Loan Bank advances		822,554			712,852
Subordinated debentures and other borrowings		93,529			158,644
Total Borrowings		1,158,185			1,028,776
Interest payable		16,102			18,912
Other liabilities		311,073			289,033
Total Liabilities		16,006,986			16,158,174
STOCKHOLDERS’ EQUITY
Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized — 600 cumulative shares
Issued and outstanding – 125 cumulative shares		125			125
Preferred Stock, Series A, no par value, $2,500 liquidation preference:
Authorized — 10,000 non-cumulative perpetual shares
Issued and outstanding – 10,000 non-cumulative perpetual shares		25,000			25,000
Common Stock, $.125 stated value:
Authorized — 100,000,000 shares
Issued and outstanding – 57,974,535 and 59,424,122 shares		7,247			7,428
Additional paid-in capital		1,188,768			1,236,506
Retained earnings		1,272,528			1,154,624
Accumulated other comprehensive loss		(188,685	)		(175,970	)
Total Stockholders’ Equity		2,304,983			2,247,713
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,311,969		$	18,405,887

CONSOLIDATED STATEMENTS OF INCOME	Three Months Ended						Twelve Months Ended
(Dollars In Thousands, Except Per Share Amounts)	December 31,						December 31,
		2024			2023			2024			2023
INTEREST INCOME
Loans:
Taxable	$	197,536		$	197,523		$	803,652		$	747,837
Tax-exempt		9,020			8,197			34,262			31,954
Investment securities:
Taxable		9,024			8,644			36,086			35,207
Tax-exempt		12,754			13,821			53,487			58,117
Deposits with financial institutions		5,350			8,034			16,992			17,719
Federal Home Loan Bank stock		958			771			3,527			3,052
Total Interest Income		234,642			236,990			948,006			893,886
INTEREST EXPENSE
Deposits		89,835			96,655			386,127			306,092
Federal funds purchased		26			1			481			1,421
Securities sold under repurchase agreements		680			827			3,057			3,451
Federal Home Loan Bank advances		8,171			6,431			29,886			27,206
Subordinated debentures and other borrowings		1,560			3,013			7,341			10,316
Total Interest Expense		100,272			106,927			426,892			348,486
NET INTEREST INCOME		134,370			130,063			521,114			545,400
Provision for credit losses		4,200			1,500			35,700			3,500
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		130,170			128,563			485,414			541,900
NONINTEREST INCOME
Service charges on deposit accounts		8,124			7,690			32,606			30,837
Fiduciary and wealth management fees		8,665			8,187			34,215			30,840
Card payment fees		4,957			4,437			19,317			18,862
Net gains and fees on sales of loans		5,681			4,111			20,840			15,659
Derivative hedge fees		1,594			1,049			3,082			3,385
Other customer fees		316			237			1,547			1,880
Earnings on cash surrender value of life insurance		2,188			3,202			8,464			8,347
Net realized losses on sales of available for sale securities		(11,592	)		(2,317	)		(20,757	)		(6,930	)
Gain on branch sale		19,983			—			19,983			—
Other income (loss)		2,826			(152	)		6,283			2,722
Total Noninterest Income		42,742			26,444			125,580			105,602
NONINTEREST EXPENSES
Salaries and employee benefits		55,437			60,967			221,167			228,745
Net occupancy		7,335			9,089			28,387			29,859
Equipment		7,028			6,108			26,802			24,113
Marketing		2,582			2,647			7,389			7,427
Outside data processing fees		6,029			5,875			27,140			25,165
Printing and office supplies		377			402			1,462			1,552
Intangible asset amortization		1,771			2,182			7,271			8,743
FDIC assessments		3,744			7,557			15,029			14,674
Other real estate owned and foreclosure expenses		227			1,743			2,076			3,318
Professional and other outside services		3,777			3,981			14,586			16,172
Other expenses		7,982			7,552			27,957			28,502
Total Noninterest Expenses		96,289			108,103			379,266			388,270
INCOME BEFORE INCOME TAX		76,623			46,904			231,728			259,232
Income tax expense		12,274			4,425			30,326			35,446
NET INCOME		64,349			42,479			201,402			223,786
Preferred stock dividends		469			469			1,875			1,875
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	63,880		$	42,010		$	199,527		$	221,911
Per Share Data:
Basic Net Income Available to Common Stockholders	$	1.10		$	0.71		$	3.42		$	3.74
Diluted Net Income Available to Common Stockholders	$	1.10		$	0.71		$	3.41		$	3.73
Cash Dividends Paid to Common Stockholders	$	0.35		$	0.34		$	1.39		$	1.34
Average Diluted Common Shares Outstanding (in thousands)		58,247			59,556			58,533			59,489

FINANCIAL HIGHLIGHTS
(Dollars in thousands)	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
		2024			2023			2024			2023
NET CHARGE-OFFS	$	771		$	3,148		$	49,377		$	25,643

AVERAGE BALANCES:
Total Assets	$	18,478,303		$	18,397,200		$	18,400,495		$	18,186,507
Total Loans		12,757,676			12,396,451			12,634,324			12,297,974
Total Earning Assets		17,089,198			17,222,714			17,054,267			16,991,787
Total Deposits		14,788,294			15,000,580			14,816,564			14,721,498
Total Stockholders’ Equity		2,312,270			2,130,993			2,252,491			2,127,262

FINANCIAL RATIOS:
Return on Average Assets		1.39	%		0.92	%		1.09	%		1.23	%
Return on Average Stockholders’ Equity		11.05			7.89			8.86			10.43
Return on Tangible Common Stockholders’ Equity		16.75			12.75			13.71			16.76
Average Earning Assets to Average Assets		92.48			93.62			92.68			93.43
Allowance for Credit Losses – Loans as % of Total Loans		1.50			1.64			1.50			1.64
Net Charge-offs as % of Average Loans (Annualized)		0.02			0.10			0.39			0.21
Average Stockholders’ Equity to Average Assets		12.51			11.58			12.24			11.70
Tax Equivalent Yield on Average Earning Assets		5.63			5.64			5.69			5.40
Interest Expense/Average Earning Assets		2.35			2.48			2.50			2.05
Net Interest Margin (FTE) on Average Earning Assets		3.28			3.16			3.19			3.35
Efficiency Ratio		48.48			63.26			53.55			55.17
Tangible Common Book Value Per Share	$	26.78		$	25.06		$	26.78		$	25.06

NONPERFORMING ASSETS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
		2024			2024			2024			2024			2023
Nonaccrual Loans	$	73,773		$	59,088		$	61,906		$	62,478		$	53,580
Other Real Estate Owned and Repossessions		4,948			5,247			4,824			4,886			4,831
Nonperforming Assets (NPA)		78,721			64,335			66,730			67,364			58,411
90+ Days Delinquent		5,902			14,105			1,686			2,838			172
NPAs & 90 Day Delinquent	$	84,623		$	78,440		$	68,416		$	70,202		$	58,583

Allowance for Credit Losses – Loans	$	192,757		$	187,828		$	189,537		$	204,681		$	204,934
Quarterly Net Charge-offs		771			6,709			39,644			2,253			3,148
NPAs / Actual Assets %		0.43	%		0.35	%		0.36	%		0.37	%		0.32	%
NPAs & 90 Day / Actual Assets %		0.46	%		0.43	%		0.37	%		0.38	%		0.32	%
NPAs / Actual Loans and OREO %		0.61	%		0.51	%		0.53	%		0.54	%		0.47	%
Allowance for Credit Losses – Loans / Actual Loans (%)		1.50	%		1.48	%		1.50	%		1.64	%		1.64	%
Net Charge-offs as % of Average Loans (Annualized)		0.02	%		0.21	%		1.26	%		0.07	%		0.10	%

CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
		2024			2024			2024			2024			2023
ASSETS
Cash and due from banks	$	87,616		$	84,719		$	105,372		$	100,514		$	112,649
Interest-bearing deposits		298,891			359,126			168,528			410,497			436,080
Investment securities, net of allowance for credit losses		3,460,695			3,662,145			3,753,088			3,783,574			3,811,364
Loans held for sale		18,663			40,652			32,292			15,118			18,934
Loans		12,854,359			12,646,808			12,639,650			12,465,582			12,486,027
Less: Allowance for credit losses – loans		(192,757	)		(187,828	)		(189,537	)		(204,681	)		(204,934	)
Net loans		12,661,602			12,458,980			12,450,113			12,260,901			12,281,093
Premises and equipment		129,743			129,582			133,245			132,706			133,896
Federal Home Loan Bank stock		41,690			41,716			41,738			41,758			41,769
Interest receivable		91,829			92,055			97,546			92,550			97,664
Goodwill and other intangibles		731,830			733,601			735,373			737,144			739,101
Cash surrender value of life insurance		304,906			304,613			306,379			306,028			306,301
Other real estate owned		4,948			5,247			4,824			4,886			4,831
Tax asset, deferred and receivable		92,387			86,732			107,080			101,121			99,883
Other assets		387,169			348,384			367,845			331,006			322,322
TOTAL ASSETS	$	18,311,969		$	18,347,552		$	18,303,423		$	18,317,803		$	18,405,887
LIABILITIES
Deposits:
Noninterest-bearing	$	2,325,579		$	2,334,197		$	2,303,313		$	2,338,364		$	2,500,062
Interest-bearing		12,196,047			12,030,903			12,265,757			12,546,220			12,321,391
Total Deposits		14,521,626			14,365,100			14,569,070			14,884,584			14,821,453
Borrowings:
Federal funds purchased		99,226			30,000			147,229			—			—
Securities sold under repurchase agreements		142,876			124,894			100,451			130,264			157,280
Federal Home Loan Bank advances		822,554			832,629			832,703			612,778			712,852
Subordinated debentures and other borrowings		93,529			93,562			93,589			118,612			158,644
Total Borrowings		1,158,185			1,081,085			1,173,972			861,654			1,028,776
Deposits and other liabilities held for sale		—			288,476			—			—			—
Interest payable		16,102			18,089			18,554			19,262			18,912
Other liabilities		311,073			292,429			329,302			327,500			289,033
Total Liabilities		16,006,986			16,045,179			16,090,898			16,093,000			16,158,174
STOCKHOLDERS’ EQUITY
Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized — 600 cumulative shares
Issued and outstanding – 125 cumulative shares		125			125			125			125			125
Preferred Stock, Series A, no par value, $2,500 liquidation preference:
Authorized — 10,000 non-cumulative perpetual shares
Issued and outstanding – 10,000 non-cumulative perpetual shares		25,000			25,000			25,000			25,000			25,000
Common Stock, $.125 stated value:
Authorized — 100,000,000 shares
Issued and outstanding		7,247			7,265			7,256			7,321			7,428
Additional paid-in capital		1,188,768			1,192,683			1,191,193			1,208,447			1,236,506
Retained earnings		1,272,528			1,229,125			1,200,930			1,181,939			1,154,624
Accumulated other comprehensive loss		(188,685	)		(151,825	)		(211,979	)		(198,029	)		(175,970	)
Total Stockholders’ Equity		2,304,983			2,302,373			2,212,525			2,224,803			2,247,713
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,311,969		$	18,347,552		$	18,303,423		$	18,317,803		$	18,405,887

CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands, Except Per Share Amounts)	December 31,			September 30,			June 30,			March 31,			December 31,
		2024			2024			2024			2024			2023
INTEREST INCOME
Loans:
Taxable	$	197,536		$	206,680		$	201,413		$	198,023		$	197,523
Tax-exempt		9,020			8,622			8,430			8,190			8,197
Investment securities:
Taxable		9,024			9,263			9,051			8,748			8,644
Tax-exempt		12,754			13,509			13,613			13,611			13,821
Deposits with financial institutions		5,350			2,154			2,995			6,493			8,034
Federal Home Loan Bank stock		958			855			879			835			771
Total Interest Income		234,642			241,083			236,381			235,900			236,990
INTEREST EXPENSE
Deposits		89,835			98,856			99,151			98,285			96,655
Federal funds purchased		26			329			126			—			1
Securities sold under repurchase agreements		680			700			645			1,032			827
Federal Home Loan Bank advances		8,171			8,544			6,398			6,773			6,431
Subordinated debentures and other borrowings		1,560			1,544			1,490			2,747			3,013
Total Interest Expense		100,272			109,973			107,810			108,837			106,927
NET INTEREST INCOME		134,370			131,110			128,571			127,063			130,063
Provision for credit losses		4,200			5,000			24,500			2,000			1,500
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		130,170			126,110			104,071			125,063			128,563
NONINTEREST INCOME
Service charges on deposit accounts		8,124			8,361			8,214			7,907			7,690
Fiduciary and wealth management fees		8,665			8,525			8,825			8,200			8,187
Card payment fees		4,957			5,121			4,739			4,500			4,437
Net gains and fees on sales of loans		5,681			6,764			5,141			3,254			4,111
Derivative hedge fees		1,594			736			489			263			1,049
Other customer fees		316			344			460			427			237
Earnings on cash surrender value of life insurance		2,188			2,755			1,929			1,592			3,202
Net realized losses on sales of available for sale securities		(11,592	)		(9,114	)		(49	)		(2	)		(2,317	)
Gain on branch sale		19,983			—			—			—			—
Other income (loss)		2,826			1,374			1,586			497			(152	)
Total Noninterest Income		42,742			24,866			31,334			26,638			26,444
NONINTEREST EXPENSES
Salaries and employee benefits		55,437			55,223			52,214			58,293			60,967
Net occupancy		7,335			6,994			6,746			7,312			9,089
Equipment		7,028			6,949			6,599			6,226			6,108
Marketing		2,582			1,836			1,773			1,198			2,647
Outside data processing fees		6,029			7,150			7,072			6,889			5,875
Printing and office supplies		377			378			354			353			402
Intangible asset amortization		1,771			1,772			1,771			1,957			2,182
FDIC assessments		3,744			3,720			3,278			4,287			7,557
Other real estate owned and foreclosure expenses		227			942			373			534			1,743
Professional and other outside services		3,777			3,035			3,822			3,952			3,981
Other expenses		7,982			6,630			7,411			5,934			7,552
Total Noninterest Expenses		96,289			94,629			91,413			96,935			108,103
INCOME BEFORE INCOME TAX		76,623			56,347			43,992			54,766			46,904
Income tax expense		12,274			7,160			4,067			6,825			4,425
NET INCOME		64,349			49,187			39,925			47,941			42,479
Preferred stock dividends		469			468			469			469			469
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	63,880		$	48,719		$	39,456		$	47,472		$	42,010
Per Share Data:
Basic Net Income Available to Common Stockholders	$	1.10		$	0.84		$	0.68		$	0.80		$	0.71
Diluted Net Income Available to Common Stockholders	$	1.10		$	0.84		$	0.68		$	0.80		$	0.71
Cash Dividends Paid to Common Stockholders	$	0.35		$	0.35		$	0.35		$	0.34		$	0.34
Average Diluted Common Shares Outstanding (in thousands)		58,247			58,289			58,328			59,273			59,556
FINANCIAL RATIOS:
Return on Average Assets		1.39	%		1.07	%		0.87	%		1.04	%		0.92	%
Return on Average Stockholders’ Equity		11.05			8.66			7.16			8.47			7.89
Return on Tangible Common Stockholders’ Equity		16.75			13.39			11.29			13.21			12.75
Average Earning Assets to Average Assets		92.48			92.54			92.81			92.91			93.62
Allowance for Credit Losses – Loans as % of Total Loans		1.50			1.48			1.50			1.64			1.64
Net Charge-offs as % of Average Loans (Annualized)		0.02			0.21			1.26			0.07			0.10
Average Stockholders’ Equity to Average Assets		12.51			12.26			12.02			12.17			11.58
Tax Equivalent Yield on Average Earning Assets		5.63			5.82			5.69			5.65			5.64
Interest Expense/Average Earning Assets		2.35			2.59			2.53			2.55			2.48
Net Interest Margin (FTE) on Average Earning Assets		3.28			3.23			3.16			3.10			3.16
Efficiency Ratio		48.48			53.76			53.84			59.21			63.26
Tangible Common Book Value Per Share	$	26.78		$	26.64		$	25.10		$	25.07		$	25.06

LOANS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
		2024			2024			2024			2024			2023
Commercial and industrial loans	$	4,114,292		$	4,041,217		$	3,949,817		$	3,722,365		$	3,670,948
Agricultural land, production and other loans to farmers		256,312			238,743			239,926			234,431			263,414
Real estate loans:
Construction		792,144			814,704			823,267			941,726			957,545
Commercial real estate, non-owner occupied		2,274,016			2,251,351			2,323,533			2,368,360			2,400,839
Commercial real estate, owner occupied		1,157,944			1,152,751			1,174,195			1,137,894			1,162,083
Residential		2,374,729			2,366,943			2,370,905			2,316,490			2,288,921
Home equity		659,811			641,188			631,104			618,258			617,571
Individuals’ loans for household and other personal expenditures		166,028			158,480			162,089			161,459			168,388
Public finance and other commercial loans		1,059,083			981,431			964,814			964,599			956,318
Loans		12,854,359			12,646,808			12,639,650			12,465,582			12,486,027
Allowance for credit losses – loans		(192,757	)		(187,828	)		(189,537	)		(204,681	)		(204,934	)
NET LOANS	$	12,661,602		$	12,458,980		$	12,450,113		$	12,260,901		$	12,281,093

DEPOSITS
(Dollars In Thousands)	December 31,		September 30,		June 30,		March 31,		December 31,
	2024		2024		2024		2024		2023
Demand deposits	$	7,980,061	$	7,678,510	$	7,757,679	$	7,771,976	$	7,965,862
Savings deposits		4,522,758		4,302,236		4,339,161		4,679,593		4,516,433
Certificates and other time deposits of $100,000 or more		1,043,068		1,277,833		1,415,131		1,451,443		1,408,985
Other certificates and time deposits		692,068		802,949		889,949		901,280		849,906
Brokered certificates of deposits¹		283,671		303,572		167,150		80,292		80,267
TOTAL DEPOSITS²	$	14,521,626	$	14,365,100	$	14,569,070	$	14,884,584	$	14,821,453

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

CONSOLIDATED AVERAGE BALANCE SHEET AND NET INTEREST MARGIN ANALYSIS
(Dollars in Thousands)
	For the Three Months Ended
	December 31, 2024						December 31, 2023
	Average Balance		Interest Income / Expense		Average Rate		Average Balance		Interest Income / Expense		Average Rate
ASSETS
Interest-bearing deposits	$	522,868	$	5,350	4.09	%	$	700,705	$	8,034	4.59	%
Federal Home Loan Bank stock		41,703		958	9.19			41,792		771	7.38
Investment Securities:⁽¹⁾
Taxable		1,677,554		9,024	2.15			1,801,533		8,644	1.92
Tax-exempt⁽²⁾		2,089,397		16,144	3.09			2,282,233		17,495	3.07
Total Investment Securities		3,766,951		25,168	2.67			4,083,766		26,139	2.56
Loans held for sale		36,219		550	6.07			16,355		246	6.02
Loans:⁽³⁾
Commercial		8,753,723		156,414	7.15			8,533,233		159,190	7.46
Real estate mortgage		2,177,351		24,401	4.48			2,118,060		21,829	4.12
HELOC and installment		841,537		16,171	7.69			820,728		16,258	7.92
Tax-exempt⁽²⁾		948,846		11,418	4.81			908,075		10,376	4.57
Total Loans		12,757,676		208,954	6.55			12,396,451		207,899	6.71
Total Earning Assets		17,089,198		240,430	5.63	%		17,222,714		242,843	5.64	%
Total Non-Earning Assets		1,389,105						1,174,486
TOTAL ASSETS	$	18,478,303					$	18,397,200
LIABILITIES
Interest-Bearing Deposits:
Interest-bearing deposits	$	5,564,228	$	37,049	2.66	%	$	5,504,725	$	40,996	2.98	%
Money market deposits		3,189,334		25,463	3.19			3,096,085		27,909	3.61
Savings deposits		1,362,705		3,102	0.91			1,587,758		3,913	0.99
Certificates and other time deposits		2,313,284		24,221	4.19			2,225,528		23,837	4.28
Total Interest-Bearing Deposits		12,429,551		89,835	2.89			12,414,096		96,655	3.11
Borrowings		1,049,677		10,437	3.98			1,013,856		10,272	4.05
Total Interest-Bearing Liabilities		13,479,228		100,272	2.98			13,427,952		106,927	3.19
Noninterest-bearing deposits		2,358,743						2,586,484
Other liabilities		328,062						251,771
Total Liabilities		16,166,033						16,266,207
STOCKHOLDERS’ EQUITY		2,312,270						2,130,993
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,478,303		100,272			$	18,397,200		106,927
Net Interest Income (FTE)			$	140,158					$	135,916
Net Interest Spread (FTE)⁽⁴⁾					2.65	%					2.45	%

Net Interest Margin (FTE):
Interest Income (FTE) / Average Earning Assets					5.63	%					5.64	%
Interest Expense / Average Earning Assets					2.35	%					2.48	%
Net Interest Margin (FTE)⁽⁵⁾					3.28	%					3.16	%

_{⁽¹⁾Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed using a 30/360 day basis.}
_{⁽²⁾Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2024 and 2023. These totals equal $5,788 and $5,853 for the three months ended December 31, 2024 and 2023, respectively.}
_{⁽³⁾Non accruing loans have been included in the average balances.}
_{⁽⁴⁾Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.}
_{⁽⁵⁾Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.}


CONSOLIDATED AVERAGE BALANCE SHEET AND NET INTEREST MARGIN ANALYSIS
(Dollars in Thousands)
	For the Twelve Months Ended
	December 31, 2024						December 31, 2023
	Average Balance		Interest Income / Expense		Average Rate		Average Balance		Interest Income / Expense		Average Rate
Assets:
Interest-bearing deposits	$	418,163	$	16,992	4.06	%	$	431,581	$	17,719	4.11	%
Federal Home Loan Bank stock		41,736		3,527	8.45			41,319		3,052	7.39
Investment Securities:⁽¹⁾
Taxable		1,759,578		36,086	2.05			1,854,438		35,207	1.90
Tax-exempt⁽²⁾		2,200,466		67,705	3.08			2,366,475		73,566	3.11
Total Investment Securities		3,960,044		103,791	2.62			4,220,913		108,773	2.58
Loans held for sale		29,650		1,792	6.04			21,766		1,292	5.94
Loans:⁽³⁾
Commercial		8,687,638		641,393	7.38			8,519,706		603,611	7.08
Real estate mortgage		2,158,743		94,890	4.40			2,035,488		82,183	4.04
HELOC and installment		830,079		65,577	7.90			830,006		60,751	7.32
Tax-exempt⁽²⁾		928,214		43,370	4.67			891,008		40,448	4.54
Total Loans		12,634,324		847,022	6.70			12,297,974		788,285	6.41
Total Earning Assets		17,054,267		971,332	5.69	%		16,991,787		917,829	5.40	%
Total Non-Earning Assets		1,346,228						1,194,720
Total Assets	$	18,400,495					$	18,186,507
Liabilities:
Interest-Bearing deposits:
Interest-bearing deposits	$	5,506,492	$	157,984	2.87	%	$	5,435,733	$	138,012	2.54	%
Money market deposits		3,061,461		106,026	3.46			2,884,271		83,777	2.90
Savings deposits		1,463,707		14,587	1.00			1,694,230		14,606	0.86
Certificates and other time deposits		2,413,900		107,530	4.45			1,923,268		69,697	3.62
Total Interest-Bearing Deposits		12,445,560		386,127	3.10			11,937,502		306,092	2.56
Borrowings		1,005,017		40,765	4.06			1,111,472		42,394	3.81
Total Interest-Bearing Liabilities		13,450,577		426,892	3.17			13,048,974		348,486	2.67
Noninterest-bearing deposits		2,371,004						2,783,996
Other liabilities		326,423						226,275
Total Liabilities		16,148,004						16,059,245
Stockholders’ Equity		2,252,491						2,127,262
Total Liabilities and Stockholders’ Equity	$	18,400,495		426,892			$	18,186,507		348,486
Net Interest Income (FTE)			$	544,440					$	569,343
Net Interest Spread (FTE)⁽⁴⁾					2.52	%					2.73	%

Net Interest Margin (FTE):
Interest Income (FTE) / Average Earning Assets					5.69	%					5.40	%
Interest Expense / Average Earning Assets					2.50	%					2.05	%
Net Interest Margin (FTE)⁽⁵⁾					3.19	%					3.35	%

_{⁽¹⁾Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed using a 30/360 day basis.}
_{⁽²⁾Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2024 and 2023. These totals equal $23,326 and $23,943 for the years ended December 31, 2024 and 2023, respectively.}
_{⁽³⁾Non accruing loans have been included in the average balances.}
_{⁽⁴⁾Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.}
_{⁽⁵⁾Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.}

ADJUSTED NET INCOME AND DILUTED EARNINGS PER COMMON SHARE – NON-GAAP
(Dollars In Thousands, Except Per Share Amounts)	Three Months Ended															Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
		2024			2024			2024			2024			2023			2024			2023
Net Income Available to Common Stockholders – GAAP	$	63,880		$	48,719		$	39,456		$	47,472		$	42,010		$	199,527		$	221,911
Adjustments:
PPP loan income		—			—			—			—			(7	)		—			(49	)
Net realized losses on sales of available for sale securities		11,592			9,114			49			2			2,317			20,757			6,930
Gain on branch sale		(19,983	)		—			—			—			—			(19,983	)		—
Non-core expenses^1,2,3		762			—			—			3,481			12,682			4,243			12,682
Tax on adjustments		1,851			(2,220	)		(12	)		(848	)		(3,652	)		(1,229	)		(4,767	)
Adjusted Net Income Available to Common Stockholders – Non-GAAP	$	58,102		$	55,613		$	39,493		$	50,107		$	53,350		$	203,315		$	236,707

Average Diluted Common Shares Outstanding (in thousands)		58,247			58,289			58,328			59,273			59,556			58,533			59,489

Diluted Earnings Per Common Share – GAAP	$	1.10		$	0.84		$	0.68		$	0.80		$	0.71		$	3.41		$	3.73
Adjustments:
PPP loan income		—			—			—			—			—			—			—
Net realized losses on sales of available for sale securities		0.20			0.15			—			—			0.04			0.35			0.12
Gain on branch sale		(0.34	)		—			—			—			—			(0.34	)		—
Non-core expenses^1,2,3		0.01			—			—			0.06			0.21			0.07			0.21
Tax on adjustments		0.03			(0.04	)		—			(0.01	)		(0.06	)		(0.02	)		(0.08	)
Adjusted Diluted Earnings Per Common Share – Non-GAAP	$	1.00		$	0.95		$	0.68		$	0.85		$	0.90		$	3.47		$	3.98

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

NET INTEREST MARGIN (“NIM”), ADJUSTED
(Dollars in Thousands)
	Three Months Ended															Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
		2024			2024			2024			2024			2023			2024			2023
Net Interest Income (GAAP)	$	134,370		$	131,110		$	128,571		$	127,063		$	130,063		$	521,114		$	545,400
Fully Taxable Equivalent (“FTE”) Adjustment		5,788			5,883			5,859			5,795			5,853			23,326			23,943
Net Interest Income (FTE) (non-GAAP)	$	140,158		$	136,993		$	134,430		$	132,858		$	135,916		$	544,440		$	569,343

Average Earning Assets (GAAP)	$	17,089,198		$	16,990,358		$	17,013,984		$	17,123,851		$	17,222,714		$	17,054,267		$	16,991,787
Net Interest Margin (GAAP)		3.15	%		3.09	%		3.02	%		2.97	%		3.02	%		3.06	%		3.21	%
Net Interest Margin (FTE) (non-GAAP)		3.28	%		3.23	%		3.16	%		3.10	%		3.16	%		3.19	%		3.35	%

RETURN ON TANGIBLE COMMON EQUITY – NON-GAAP
(Dollars In Thousands)	Three Months Ended															Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
		2024			2024			2024			2024			2023			2024			2023
Total Average Stockholders’ Equity (GAAP)	$	2,312,270		$	2,251,547		$	2,203,361		$	2,242,139		$	2,130,993		$	2,252,491		$	2,127,262
Less: Average Preferred Stock		(25,125	)		(25,125	)		(25,125	)		(25,125	)		(25,125	)		(25,125	)		(25,125	)
Less: Average Intangible Assets, Net of Tax		(728,218	)		(729,581	)		(730,980	)		(732,432	)		(734,007	)		(730,295	)		(736,601	)
Average Tangible Common Equity, Net of Tax (Non-GAAP)	$	1,558,927		$	1,496,841		$	1,447,256		$	1,484,582		$	1,371,861		$	1,497,071		$	1,365,536

Net Income Available to Common Stockholders (GAAP)	$	63,880		$	48,719		$	39,456		$	47,472		$	42,010		$	199,527		$	221,911
Plus: Intangible Asset Amortization, Net of Tax		1,399			1,399			1,399			1,546			1,724			5,744			6,906
Tangible Net Income (Non-GAAP)	$	65,279		$	50,118		$	40,855		$	49,018		$	43,734		$	205,271		$	228,817

Return on Tangible Common Equity (Non-GAAP)		16.75	%		13.39	%		11.29	%		13.21	%		12.75	%		13.71	%		16.76	%

EFFICIENCY RATIO – NON-GAAP
(Dollars In Thousands)	Three Months Ended															Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
		2024			2024			2024			2024			2023			2024			2023
Non Interest Expense (GAAP)	$	96,289		$	94,629		$	91,413		$	96,935		$	108,103		$	379,266		$	388,270
Less: Intangible Asset Amortization		(1,771	)		(1,772	)		(1,771	)		(1,957	)		(2,182	)		(7,271	)		(8,743	)
Less: OREO and Foreclosure Expenses		(227	)		(942	)		(373	)		(534	)		(1,743	)		(2,076	)		(3,318	)
Adjusted Non Interest Expense (Non-GAAP)	$	94,291		$	91,915		$	89,269		$	94,444		$	104,178		$	369,919		$	376,209

Net Interest Income (GAAP)	$	134,370		$	131,110		$	128,571		$	127,063		$	130,063		$	521,114		$	545,400
Plus: Fully Taxable Equivalent Adjustment		5,788			5,883			5,859			5,795			5,853			23,326			23,943
Net Interest Income on a Fully Taxable Equivalent Basis (Non-GAAP)	$	140,158		$	136,993		$	134,430		$	132,858		$	135,916		$	544,440		$	569,343

Non Interest Income (GAAP)	$	42,742		$	24,866		$	31,334		$	26,638		$	26,444		$	125,580		$	105,602
Less: Investment Securities (Gains) Losses		11,592			9,114			49			2			2,317			20,757			6,930
Adjusted Non Interest Income (Non-GAAP)	$	54,334		$	33,980		$	31,383		$	26,640		$	28,761		$	146,337		$	112,532
Adjusted Revenue (Non-GAAP)	$	194,492		$	170,973		$	165,813		$	159,498		$	164,677		$	690,777		$	681,875
Efficiency Ratio (Non-GAAP)		48.48	%		53.76	%		53.84	%		59.21	%		63.26	%		53.55	%		55.17	%

Adjusted Non Interest Expense (Non-GAAP)	$	94,291		$	91,915		$	89,269		$	94,444		$	104,178		$	369,919		$	376,209
Less: Acquisition-related Expenses		—			—			—			—			—			—			—
Less: Non-core Expenses^1,2,3		(762	)		—			—			(3,481	)		(12,682	)		(4,243	)		(12,682	)
Adjusted Non Interest Expense Excluding Non-core Expenses (Non-GAAP)	$	93,529		$	91,915		$	89,269		$	90,963		$	91,496		$	365,676		$	363,527

Adjusted Revenue (Non-GAAP)	$	194,492		$	170,973		$	165,813		$	159,498		$	164,677		$	690,777		$	681,875
Less: Gain on Branch Sale		(19,983	)		—			—			—			—			(19,983	)		—
Adjusted Revenue Excluding Gain on Branch Sale (Non-GAAP)	$	174,509		$	170,973		$	165,813		$	159,498		$	164,677		$	670,794		$	681,875
Adjusted Efficiency Ratio (Non-GAAP)		53.60	%		53.76	%		53.84	%		57.03	%		55.56	%		54.51	%		53.31	%

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

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

SOURCE: First Merchants Corporation, Muncie, Indiana

The MIL Network –

January 31, 2025

MIL-OSI United Nations: World Food Programme warns that efforts to ramp up food aid to famine-impacted Sudan being impeded

Source: World Food Programme

WFP/Abubakar Garelnabei WFP trucks refuelling before departing Port Sudan for Khartoum in December 2024

Photo credit

As WFP teams work around the clock to reach key locations for first time, fighting and arbitrary obstructions by local authorities hinder consistent flow of vital aid.

ROME/NAIROBI/PORT SUDAN – The United Nations World Food Programme (WFP) is working tirelessly to expand food and nutrition assistance to millions more people across Sudan – aiming to triple the number of people it supports to 7 million. WFP’s top priority is to deliver life-saving assistance to locations facing famine or teetering on its brink.

Today, intensified fighting and the arbitrary obstruction of humanitarian convoys are hindering the fast and consistent movement of desperately needed aid.

Since launching a large-scale surge of food aid in late 2024, WFP has pushed into hard-to-reach areas, including Zamzam Camp in North Darfur, south Khartoum, and Gebaish in West Kordofan. In January, WFP even reached Wad Madani in Gezira State after the city became safe enough to get trucks of food and nutrition supplies through. Over 2.5 million people per month received much-needed food and nutrition assistance in the last quarter of 2024, including many for the first time, since the conflict began.

“We have made significant breakthroughs in getting aid deliveries to hard-to-reach areas in the last three months, but these cannot be one-off events,” said Alex Marianelli, acting Country Director for Sudan. “We urgently need to get a constant flow of aid to families in the hardest hit locations, which have also been the most difficult to reach.”

A convoy headed to areas already in famine, or at-risk of famine, in Darfur, took three times longer to reach its destination due to interferences. After crossing the Adre border in mid-December, local officials from the Rapid Support Forces (RSF) held-back some 40 humanitarian trucks for nearly three weeks, requiring new clearances and inspections. As a result, the WFP-led convoy had to be redirected to another famine-risk area in the Darfur region. On arrival, the RSF held the trucks again and made additional demands. Finally, the convoy finally reached its destination earlier this week, a full six weeks after its departure, for a journey that would normally take a maximum of two weeks.

Meanwhile, a national liquidity crisis has led to widespread cash shortages. WFP cash and in-kind food distributions for over 4 million people have been delayed for over one month due to a lack of sufficient bank notes to help pay porters to load trucks. Recent efforts by Sudan’s Central Bank and Ministry of Finance to ease the crisis, and increase cash availability, has meant that WFP’s operations can gradually resume.

WFP calls on all parties on the ground in Sudan to remove all unnecessary barriers and obstacles that are preventing a full-scale humanitarian response to Sudan’s growing hunger crisis. The neutrality and independence of aid workers and humanitarian work must be respected. The safe passage of humanitarian assistance to hard-to-reach, famine-struck areas must be guaranteed.

Sudan continues to face a catastrophic humanitarian situation with approximately 24.6 million people – nearly half of Sudan’s population – facing acute food insecurity (IPC Phase 3+). Twenty-seven locations across Sudan are either in famine or at risk of famine, while more than one-third of children in the hardest hit regions are acutely malnourished, well above the threshold for a famine declaration.

# # #

The United Nations World Food Programme is the world’s largest humanitarian organization saving lives in emergencies and using food assistance to build a pathway to peace, stability and prosperity for people recovering from conflict, disasters and the impact of climate change.

Follow us on Twitter @wfp_media @wfp_sudan

MIL OSI United Nations News –

January 31, 2025

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

Source: Reserve Bank of India

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

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

The bank had:

failed to transfer eligible unclaimed amounts to the Depositor Education and Awareness Fund within the prescribed time;
breached the ceiling of total investments held under Held to Maturity (HTM) category;
failed to upload the KYC records of customers onto Central KYC Records Registry (CKYCR) within the prescribed time; and
failed to submit credit information of its borrowers to three CICs.

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

(Puneet Pancholy)
Chief General Manager

Press Release: 2024-2025/2045

MIL OSI Economics –

January 31, 2025

MIL-OSI: Form 8.5 (EPT/RI) – Dowlais Group Plc

Source: GlobeNewswire (MIL-OSI)

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Name of exempt principal trader:	Investec Bank plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Dowlais Group Plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Investec is Broker to Dowlais Group Plc
(d) Date dealing undertaken:	29^th January 2025
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state “N/A”	N/A

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
Ordinary shares	Purchases	6,380,313	76.55	71.4481
Ordinary shares	Sales	6,630,313	76.65	71.4481

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
N/A	N/A	N/A	N/A	N/A

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A	N/A

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
N/A	N/A	N/A	N/A

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

Date of disclosure:	30^thJanuary 2025
Contact name:	Abhishek Gawde
Telephone number:	+91 9923757332

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

The MIL Network –

January 31, 2025

MIL-OSI: Parker Reports Fiscal 2025 Second Quarter Results

Source: GlobeNewswire (MIL-OSI)

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

Fiscal 2025 Second Quarter Highlights:

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

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

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

Outlook

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

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

Segment Results

Diversified Industrial Segment

North America Businesses
$ in mm	FY25 Q2			FY24 Q2			Change			Organic Growth
Sales	$	1,928		$	2,110			-8.6	%		-5.0	%
Segment Operating Income	$	427		$	462			-7.6	%
Segment Operating Margin		22.1	%		21.9	%	20 bps
Adjusted Segment Operating Income	$	473		$	510			-7.2	%
Adjusted Segment Operating Margin		24.6	%		24.2	%	40 bps

Achieved record adjusted segment operating margin
Continued softness in transportation and off-highway markets
Delayed industrial recovery

International Businesses
$ in mm	FY25 Q2			FY24 Q2			Change			Organic Growth
Sales	$	1,325		$	1,404			-5.7	%		-3.0	%
Segment Operating Income	$	284		$	290			-2.2	%
Segment Operating Margin		21.4	%		20.7	%	70 bps
Adjusted Segment Operating Income	$	320		$	323			-1.2	%
Adjusted Segment Operating Margin		24.1	%		23.0	%	110 bps

Achieved record adjusted segment operating margin
Broad-based softness continued in Europe
Gradual recovery continued in Asia

Aerospace Systems Segment

$ in mm	FY25 Q2			FY24 Q2			Change			Organic Growth
Sales	$	1,490		$	1,306			14.0	%		14.0	%
Segment Operating Income	$	338		$	263			28.5	%
Segment Operating Margin		22.7	%		20.1	%	260 bps
Adjusted Segment Operating Income	$	420		$	347			21.2	%
Adjusted Segment Operating Margin		28.2	%		26.5	%	170 bps

Achieved record sales and adjusted segment operating margin
Achieved 14% organic sales growth
20%+ aftermarket and mid-single digit OEM sales growth

Order Rates

	FY25 Q2
Parker	+5	%
Diversified Industrial Segment – North America Businesses	+3	%
Diversified Industrial Segment – International Businesses	+4	%
Aerospace Systems Segment	+9	%

Company order rates increased across all reported businesses
North America orders turned positive on long-cycle strength
International order growth continued, led by Asia
Aerospace orders accelerated against a tough prior year comparison

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

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

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

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

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

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

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

CONSOLIDATED STATEMENT OF INCOME
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands, except per share amounts)		2024			2023			2024			2023
Net sales	$	4,742,593		$	4,820,947		$	9,646,577		$	9,668,435
Cost of sales		3,022,229			3,101,962			6,119,948			6,199,311
Selling, general and administrative expenses		782,421			806,802			1,631,210			1,680,493
Interest expense		100,802			129,029			213,893			263,497
Other income, net		(328,716	)		(85,011	)		(359,517	)		(163,466	)
Income before income taxes		1,165,857			868,165			2,041,043			1,688,600
Income taxes		217,208			186,108			393,866			355,471
Net income		948,649			682,057			1,647,177			1,333,129
Less: Noncontrolling interests		107			206			215			451
Net income attributable to common shareholders	$	948,542		$	681,851		$	1,646,962		$	1,332,678

Earnings per share attributable to common shareholders:
Basic earnings per share	$	7.37		$	5.31		$	12.80		$	10.38
Diluted earnings per share	$	7.25		$	5.23		$	12.60		$	10.23

Average shares outstanding during period – Basic		128,752,836			128,426,247			128,707,962			128,449,398
Average shares outstanding during period – Diluted		130,758,808			130,367,351			130,716,482			130,314,326


CASH DIVIDENDS PER COMMON SHARE
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Amounts in dollars)		2024			2023			2024			2023
Cash dividends per common share	$	1.63		$	1.48		$	3.26		$	2.96

RECONCILIATION OF ORGANIC GROWTH

(Unaudited)

Three Months Ended

As Reported

Adjusted

December 31, 2024

Currency

Divestitures

December 31, 2024

Diversified Industrial Segment

(7.4

)%

(1.3

)%

(1.9

)%

(4.2

)%

Aerospace Systems Segment

14.0

%

—

%

—

%

14.0

%

Total

(1.6

)%

(0.9

)%

(1.4

)%

0.7

%

(Unaudited)

Six Months Ended

As Reported

Adjusted

December 31, 2024

Currency

Divestitures

December 31, 2024

Diversified Industrial Segment

(5.9

)%

(0.8

)%

(1.0

)%

(4.1

)%

Aerospace Systems Segment

15.9

%

0.3

%

—

%

15.6

%

Total

(0.2

)%

(0.5

)%

(0.8

)%

1.1

%

RECONCILIATION OF NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Net income attributable to common shareholders	$	948,542		$	681,851		$	1,646,962		$	1,332,678
Adjustments:
Acquired intangible asset amortization expense		138,126			142,027			278,247			297,547
Business realignment charges		20,855			14,354			30,361			27,446
Integration costs to achieve		6,893			10,014			13,304			16,420
Gain on sale of building		—			—			(10,461	)		—
Gain on divestitures		(249,748	)		(12,391	)		(249,748	)		(25,651	)
Tax effect of adjustments¹		(11,437	)		(33,476	)		(45,648	)		(69,624	)
Adjusted net income attributable to common shareholders	$	853,231		$	802,379		$	1,663,017		$	1,578,816

RECONCILIATION OF EARNINGS PER DILUTED SHARE TO ADJUSTED EARNINGS PER DILUTED SHARE
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Amounts in dollars)		2024			2023			2024			2023
Earnings per diluted share	$	7.25		$	5.23		$	12.60		$	10.23
Adjustments:
Acquired intangible asset amortization expense		1.06			1.09			2.13			2.28
Business realignment charges		0.16			0.11			0.23			0.21
Integration costs to achieve		0.05			0.08			0.10			0.13
Gain on sale of building		—			—			(0.08	)		—
Gain on divestitures		(1.91	)		(0.10	)		(1.91	)		(0.20	)
Tax effect of adjustments¹		(0.08	)		(0.26	)		(0.33	)		(0.53	)
Adjusted earnings per diluted share	$	6.53		$	6.15		$	12.74		$	12.12

¹This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.

BUSINESS SEGMENT INFORMATION
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Net sales
Diversified Industrial	$	3,252,806		$	3,514,473		$	6,708,964		$	7,133,001
Aerospace Systems		1,489,787			1,306,474			2,937,613			2,535,434
Total net sales	$	4,742,593		$	4,820,947		$	9,646,577		$	9,668,435
Segment operating income
Diversified Industrial	$	710,562		$	752,334		$	1,494,108		$	1,559,088
Aerospace Systems		338,184			263,112			661,170			489,372
Total segment operating income		1,048,746			1,015,446			2,155,278			2,048,460
Corporate general and administrative expenses		56,264			49,902			105,058			105,558
Income before interest expense and other income, net		992,482			965,544			2,050,220			1,942,902
Interest expense		100,802			129,029			213,893			263,497
Other income, net		(274,177	)		(31,650	)		(204,716	)		(9,195	)
Income before income taxes	$	1,165,857		$	868,165		$	2,041,043		$	1,688,600

RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Diversified Industrial Segment sales	$	3,252,806		$	3,514,473		$	6,708,964		$	7,133,001

Diversified Industrial Segment operating income	$	710,562		$	752,334		$	1,494,108		$	1,559,088
Adjustments:
Acquired intangible asset amortization		62,570			67,309			127,834			135,260
Business realignment charges		19,343			13,285			28,243			25,924
Integration costs to achieve		627			871			1,405			2,010
Adjusted Diversified Industrial Segment operating income	$	793,102		$	833,799		$	1,651,590		$	1,722,282

Diversified Industrial Segment operating margin		21.8	%		21.4	%		22.3	%		21.9	%
Adjusted Diversified Industrial Segment operating margin		24.4	%		23.7	%		24.6	%		24.1	%

	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Aerospace Systems Segment sales	$	1,489,787		$	1,306,474		$	2,937,613		$	2,535,434

Aerospace Systems Segment operating income	$	338,184		$	263,112		$	661,170		$	489,372
Adjustments:
Acquired intangible asset amortization		75,556			74,718			150,413			162,287
Business realignment charges		386			(123	)		394			330
Integration costs to achieve		6,266			9,143			11,899			14,410
Adjusted Aerospace Systems Segment operating income	$	420,392		$	346,850		$	823,876		$	666,399

Aerospace Systems Segment operating margin		22.7	%		20.1	%		22.5	%		19.3	%
Adjusted Aerospace Systems Segment operating margin		28.2	%		26.5	%		28.0	%		26.3	%

RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Total net sales	$	4,742,593		$	4,820,947		$	9,646,577		$	9,668,435

Total segment operating income	$	1,048,746		$	1,015,446		$	2,155,278		$	2,048,460
Adjustments:
Acquired intangible asset amortization		138,126			142,027			278,247			297,547
Business realignment charges		19,729			13,162			28,637			26,254
Integration costs to achieve		6,893			10,014			13,304			16,420
Adjusted total segment operating income	$	1,213,494		$	1,180,649		$	2,475,466		$	2,388,681

Total segment operating margin		22.1	%		21.1	%		22.3	%		21.2	%
Adjusted total segment operating margin		25.6	%		24.5	%		25.7	%		24.7	%

CONSOLIDATED BALANCE SHEET
(Unaudited)	December 31,		June 30,
(Dollars in thousands)		2024		2024
Assets
Current assets:
Cash and cash equivalents	$	395,507	$	422,027
Trade accounts receivable, net		2,445,845		2,865,546
Non-trade and notes receivable		304,829		331,429
Inventories		2,806,983		2,786,800
Prepaid expenses		246,467		252,618
Other current assets		148,831		140,204
Total current assets		6,348,462		6,798,624
Property, plant and equipment, net		2,800,992		2,875,668
Deferred income taxes		87,400		92,704
Investments and other assets		1,232,636		1,207,232
Intangible assets, net		7,444,670		7,816,181
Goodwill		10,357,303		10,507,433
Total assets	$	28,271,463	$	29,297,842

Liabilities and equity
Current liabilities:
Notes payable and long-term debt payable within one year	$	2,373,286	$	3,403,065
Accounts payable, trade		1,794,884		1,991,639
Accrued payrolls and other compensation		420,477		581,251
Accrued domestic and foreign taxes		364,143		354,659
Other accrued liabilities		1,034,501		982,695
Total current liabilities		5,987,291		7,313,309
Long-term debt		6,667,955		7,157,034
Pensions and other postretirement benefits		409,873		437,490
Deferred income taxes		1,394,882		1,583,923
Other liabilities		684,401		725,193
Shareholders’ equity		13,118,553		12,071,972
Noncontrolling interests		8,508		8,921
Total liabilities and equity	$	28,271,463	$	29,297,842

CONSOLIDATED STATEMENT OF CASH FLOWS
	Six Months Ended
(Unaudited)	December 31,
(Dollars in thousands)		2024			2023
Cash flows from operating activities:
Net income	$	1,647,177		$	1,333,129
Depreciation and amortization		454,869			468,165
Stock incentive plan compensation		106,472			108,061
Gain on sale of businesses		(250,373	)		(25,964	)
(Gain) loss on property, plant and equipment and intangible assets		(6,975	)		5,097
Net change in receivables, inventories and trade payables		70,981			(42,804	)
Net change in other assets and liabilities		(405,002	)		(407,366	)
Other, net		61,584			(86,331	)
Net cash provided by operating activities		1,678,733			1,351,987
Cash flows from investing activities:
Capital expenditures		(216,493	)		(204,117	)
Proceeds from sale of property, plant and equipment		13,259			1,360
Proceeds from sale of businesses		622,182			74,595
Other, net		(6,941	)		(2,954	)
Net cash provided by (used in) investing activities		412,007			(131,116	)
Cash flows from financing activities:
Net payments for common stock activity		(189,681	)		(136,394	)
Acquisition of noncontrolling interests		—			(2,883	)
Net payments for debt		(1,494,484	)		(784,847	)
Dividends paid		(420,061	)		(381,115	)
Net cash used in financing activities		(2,104,226	)		(1,305,239	)
Effect of exchange rate changes on cash		(13,034	)		(7,999	)
Net decrease in cash and cash equivalents		(26,520	)		(92,367	)
Cash and cash equivalents at beginning of year		422,027			475,182
Cash and cash equivalents at end of period	$	395,507		$	382,815

RECONCILIATION OF FORECASTED ORGANIC GROWTH
(Unaudited)
(Amounts in percentages)	Fiscal Year 2025
Forecasted net sales	(2%) to 1%
Adjustments:
Currency	1.0%
Divestitures	1.5%
Adjusted forecasted net sales	0.5% to 3.5%

RECONCILIATION OF FORECASTED SEGMENT OPERATING MARGIN TO ADJUSTED FORECASTED SEGMENT OPERATING MARGIN

(Unaudited)
(Amounts in percentages)	Fiscal Year 2025
Forecasted segment operating margin	~ 22.7%
Adjustments:
Business realignment charges	0.2%
Costs to achieve	0.1%
Acquisition-related intangible asset amortization expense	2.8%
Adjusted forecasted segment operating margin	~ 25.8%

RECONCILIATION OF FORECASTED EARNINGS PER DILUTED SHARE TO ADJUSTED FORECASTED EARNINGS PER DILUTED SHARE

(Unaudited)
(Amounts in dollars)	Fiscal Year 2025
Forecasted earnings per diluted share	$24.46 to $25.06
Adjustments:
Business realignment charges	0.39
Costs to achieve	0.15
Acquisition-related intangible asset amortization expense	4.22
Net gain on divestitures	(1.91)
Gain on sale of building	(0.08)
Tax effect of adjustments¹	(0.83)
Adjusted forecasted earnings per diluted share	$26.40 to $27.00


¹This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.

Note: Totals may not foot due to rounding

SUPPLEMENTAL INFORMATION

BUSINESS SEGMENT INFORMATION
	Three Months Ended				Six Months Ended
(Unaudited)	December 31,				December 31,
(Dollars in thousands)		2024		2023		2024		2023
Net sales
Diversified Industrial:
North America businesses	$	1,928,008	$	2,110,203	$	4,028,332	$	4,340,109
International businesses		1,324,798		1,404,270		2,680,632		2,792,892

Segment operating income
Diversified Industrial:
North America businesses	$	426,567	$	461,850	$	911,130	$	967,903
International businesses		283,995		290,484		582,978		591,185

RECONCILIATION OF ORGANIC GROWTH

(Unaudited)

Three Months Ended

As Reported

Adjusted

December 31, 2024

Currency

Divestitures

December 31, 2024

Diversified Industrial Segment:

North America businesses

(8.6

)%

(0.4

)%

(3.2

)%

(5.0

)%

International businesses

(5.7

)%

(2.7

)%

—

%

(3.0

)%

(Unaudited)

Six Months Ended

As Reported

Adjusted

December 31, 2024

Currency

Divestitures

December 31, 2024

Diversified Industrial Segment:

North America businesses

(7.2

)%

(0.5

)%

(1.7

)%

(5.0

)%

International businesses

(4.0

)%

(1.3

)%

—

%

(2.7

)%

RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Diversified Industrial Segment:
North America businesses sales	$	1,928,008		$	2,110,203		$	4,028,332		$	4,340,109

North America businesses operating income	$	426,567		$	461,850		$	911,130		$	967,903
Adjustments:
Acquired intangible asset amortization		40,985			44,699			83,960			89,382
Business realignment charges		5,444			3,250			8,888			5,834
Integration costs to achieve		445			562			1,050			1,507
Adjusted North America businesses operating income	$	473,441		$	510,361		$	1,005,028		$	1,064,626

North America businesses operating margin		22.1	%		21.9	%		22.6	%		22.3	%
Adjusted North America businesses operating margin		24.6	%		24.2	%		24.9	%		24.5	%

	Three Months Ended						Six Months Ended
(Unaudited)	December 31,						December 31,
(Dollars in thousands)		2024			2023			2024			2023
Diversified Industrial Segment:
International businesses sales	$	1,324,798		$	1,404,270		$	2,680,632		$	2,792,892

International businesses operating income	$	283,995		$	290,484		$	582,978		$	591,185
Adjustments:
Acquired intangible asset amortization		21,585			22,610			43,874			45,878
Business realignment charges		13,899			10,035			19,355			20,090
Integration costs to achieve		182			309			355			503
Adjusted International businesses operating income	$	319,661		$	323,438		$	646,562		$	657,656

International businesses operating margin		21.4	%		20.7	%		21.7	%		21.2	%
Adjusted International businesses operating margin		24.1	%		23.0	%		24.1	%		23.5	%

The MIL Network –

January 31, 2025

MIL-OSI Africa: East Africa Energy Cooperation Summit (EA-ECS) and the East African Community (EAC): Driving Energy Across the Region

Source: Africa Press Organisation – English (2) – Report:

ARUSHA, Tanzania, January 30, 2025/APO Group/ —

The expansion of the East African regional energy sector is happening right now and is set for future growth. This was the clear message from the East Africa Energy Cooperation Summit (EA-ECS) as the two-day summit kicked off in Arusha.

Africa’s energy IPPs, EPCF stakeholders, investors and policy makers were welcomed to a summit set to shape the future of East Africa’s energy landscape by Jean-Baptiste Havugimana, Director Productive Sectors, East African Community (EAC).

Speaking at the opening ceremony, he noted that the access to electricity in the East African region is currently below 50 percent on average, although countries such as Kenya have gone beyond 75 percent.

“The EAC Secretariat is cooperating with all Member States to increase the rate of access. This is being achieved through shared mini hydro power grids strategically placed along border regions. The EAC is also working to establish a regional power exchange market for shared resources,” said Mr.Havugimana.

Abundant resource discoveries and large-scale projects highlight East Africa’s readiness for market expansion like never before. In the round table titled “Powering East Africa—The Time Is Now,” leaders from the public sector and utilities from Malawi, Kenya, Uganda, and Tanzania discussed the vision and roadmap for the future.

Costa Rubagumya, Deputy MD, TANESCO, Tanzania said, “Our country connects an average of 500,000 new clients per year. But with Tanzania being among the 12 signatories of Mission 300, from the recent African Energy Summit, the country targets to triple the number to 1.6 million new customers per annum.”

With the theme “Resource Wealth. Energy Access. Investment Opportunities” the two-day summit will explore what this means for private sector opportunities in depth.

Some of the discussions expected to take center stage is the push for alternative sources of energy. Stakeholders have emphasized the importance of a diversified energy mix to ensure grid stability and support large-scale industrial expansion and commercial and industrial (C&I) power generation.

Joseph Siror , the Managing Director and Chief Executive Officer of Kenya Power and Lighting (KPLC) said the East African countries should now move away from over dependency on Hydro sources of energy. He pointed out that, with climate change and fluctuating weather patterns, hydroelectricity is no longer reliable and the EAC region must now consider auxiliary power sources such as Geothermal, Solar, Wind and Biogas.

EA-ECS is welcoming prominent politicians and leaders from across the EAC and its energy sector. They join the private sector business developers shaping the future of East Africa’s energy landscape.

MIL OSI Africa –

January 31, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

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

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

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

Important Information

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

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

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

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

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

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

Investing involves risk. Principal loss is possible.

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

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

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

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

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

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

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

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

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

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

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

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

Risk Disclosures (applicable only to GPTY)

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

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

Risk Disclosures (applicable only to MARO)

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

Risk Disclosures (applicable only to BABO and TSMY)

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

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

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

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

Risk Disclosures (applicable only to GDXY)

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

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

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

Risk Disclosures (applicable only to YBIT)

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

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

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

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

Risk Disclosures (applicable only to the Short ETFs)

Investing involves risk. Principal loss is possible.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risk Disclosures (applicable only to YQQQ)

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

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

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

Holdings

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

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

The MIL Network –

January 31, 2025

MIL-OSI: Roper Technologies announces 2024 financial results

Source: GlobeNewswire (MIL-OSI)

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

Fourth quarter 2024 highlights

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

Full year 2024 highlights

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

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

2025 outlook and guidance

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

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

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

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

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

Use of non-GAAP financial information

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

Minority interests

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

Table 1: Revenue and adjusted EBITDA reconciliation ($M) (from continuing operations)
	Q4 2023			Q4 2024			V %			FY 2023			FY 2024			V %
GAAP revenue	$	1,613		$	1,877			16	%	$	6,178		$	7,039			14	%

Components of revenue growth
Organic								7	%								6	%
Acquisitions								9	%								8	%
Foreign exchange								—	%								—	%
Revenue growth								16	%								14	%

Adjusted EBITDA reconciliation
GAAP net earnings	$	378		$	462					$	1,368		$	1,549
Taxes		99			128						375			418
Interest expense		50			71						165			259
Depreciation		9			9						35			37
Amortization		187			202						720			776
EBITDA	$	723		$	873			21	%	$	2,663		$	3,039			14	%

Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions		—			—						9			9
Transaction-related expenses for completed acquisitions		3			1						8			8
Financial impacts associated with the minority investments in Indicor & Certinia^A		(67	)		(141	)					(165	)		(235	)
Gain on sale of non-operating assets		—			—						(3	)		—
Legal settlement charge		—			11						—			11
Adjusted EBITDA	$	659		$	744		13		%	$	2,511		$	2,832			13	%
% of revenue		40.8	%		39.6	%	(120 bps		)		40.6	%		40.2	%		(40 bps	)

Table 2: Adjusted net earnings reconciliation ($M) (from continuing operations)
	Q4 2023			Q4 2024			V %			FY 2023			FY 2024			V %
GAAP net earnings	$	378		$	462			22	%	$	1,368		$	1,549			13	%
Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions		—			—						7			7
Transaction-related expenses for completed acquisitions		2			1						6			6
Financial impacts associated with the minority investments in Indicor & Certinia^A		(52	)		(105	)					(135	)		(182	)
Gain on sale of non-operating assets		—			—						(3	)		—
Legal settlement charge		—			9						—			9
Amortization of acquisition-related intangible assets^B		143			153						552			588
Adjusted net earnings^C	$	471		$	520			10	%	$	1,795		$	1,978			10	%

Table 3: Adjusted DEPS reconciliation (from continuing operations)
	Q4 2023			Q4 2024			V %			FY 2023			FY 2024			V %
GAAP DEPS	$	3.50		$	4.28			22	%	$	12.74		$	14.35			13	%
Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions		—			—						0.06			0.07
Transaction-related expenses for completed acquisitions		0.02			0.01						0.06			0.06
Financial impacts associated with the minority investments in Indicor & Certinia^A		(0.48	)		(0.97	)					(1.25	)		(1.68	)
Gain on sale of non-operating assets		—			—						(0.02	)		—
Legal settlement charge		—			0.08						—			0.08
Amortization of acquisition-related intangible assets^B		1.33			1.41						5.13			5.45
Adjusted DEPS^C	$	4.37		$	4.81			10	%	$	16.71		$	18.31			10	%

Table 4: Adjusted cash flow reconciliation ($M) (from continuing operations)
	Q4 2023			Q4 2024			V %			FY 2023			FY 2024			V %
Operating cash flow	$	622		$	722			16	%	$	2,037		$	2,393			17	%
Taxes paid in period related to divestiture		16			—						32			—
Adjusted operating cash flow	$	638		$	722			13	%	$	2,070		$	2,393			16	%
Capital expenditures		(30	)		(27	)					(68	)		(66	)
Capitalized software expenditures		(11	)		(12	)					(40	)		(45	)
Adjusted free cash flow	$	596		$	684			15	%	$	1,962		$	2,282			16	%

Table 5: Forecasted adjusted DEPS reconciliation (from continuing operations)
	Q1 2025				FY 2025
	Low End		High End		Low End		High End
GAAP DEPS^D	$	3.29	$	3.33	$	14.21	$	14.46
Financial impacts associated with the minority investment in Indicor^A		TBD		TBD		TBD		TBD
Amortization of acquisition-related intangible assets^B		1.41		1.41		5.54		5.54
Adjusted DEPS^C	$	4.70	$	4.74	$	19.75	$	20.00

Footnotes:

A.	Adjustments related to the financial impacts associated with the minority investments in Indicor & Certinia as shown below ($M, except per share data). Forecasted results do not include any potential impacts associated with our minority investment in Indicor, as these potential impacts cannot be reasonably predicted. These impacts will be excluded from all non-GAAP results in future periods.

		Q4 2023A			Q4 2024A			FY 2023A			FY 2024A			Q1 2025E		FY 2025E
	Pretax	$	(67	)	$	(141	)	$	(165	)	$	(235	)	TBD		TBD
	After-tax	$	(52	)	$	(105	)	$	(135	)	$	(182	)	TBD		TBD
	Per share	$	(0.48	)	$	(0.97	)	$	(1.25	)	$	(1.68	)	TBD		TBD

B.	Actual results and forecast of estimated amortization of acquisition-related intangible assets as shown below ($M, except per share data).

		Q4 2023A			Q4 2024A			FY 2023A			FY 2024A			Q1 2025E		FY 2025E
	Pretax	$	181		$	193		$	698		$	745		$	193	$	762
	After-tax	$	143		$	153		$	552		$	588		$	153	$	602
	Per share	$	1.33		$	1.41		$	5.13		$	5.45		$	1.41	$	5.54

C.	All actual and forecasted non-GAAP adjustments are taxed at 21% with the exception of the financial impacts associated with minority investments.

D.	Forecasted GAAP DEPS do not include any potential impacts associated with our minority investment in Indicor. These impacts will be excluded from all non-GAAP results in future periods.

Note: Numbers may not foot due to rounding.

About Roper Technologies

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

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

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

Roper Technologies, Inc.
Condensed Consolidated Balance Sheets (unaudited)
(Amounts in millions)

	December 31, 2024			December 31, 2023
ASSETS:

Cash and cash equivalents	$	188.2		$	214.3
Accounts receivable, net		885.1			829.9
Inventories, net		120.8			118.6
Income taxes receivable		25.6			47.7
Unbilled receivables		127.3			106.4
Prepaid expenses and other current assets		195.7			164.5
Total current assets		1,542.7			1,481.4

Property, plant and equipment, net		149.7			119.6
Goodwill		19,312.9			17,118.8
Other intangible assets, net		9,059.6			8,212.1
Deferred taxes		54.1			32.2
Equity investments		772.3			795.7
Other assets		443.4			407.7
Total assets	$	31,334.7		$	28,167.5

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Accounts payable	$	148.1		$	143.0
Accrued compensation		289.0			250.0
Deferred revenue		1,737.4			1,583.8
Other accrued liabilities		546.2			446.5
Income taxes payable		68.4			40.4
Current portion of long-term debt, net		1,043.1			499.5
Total current liabilities		3,832.2			2,963.2

Long-term debt, net of current portion		6,579.9			5,830.6
Deferred taxes		1,630.6			1,513.1
Other liabilities		424.4			415.8
Total liabilities		12,467.1			10,722.7

Common stock		1.1			1.1
Additional paid-in capital		3,014.6			2,767.0
Retained earnings		16,034.9			14,816.3
Accumulated other comprehensive loss		(166.5	)		(122.8	)
Treasury stock		(16.5	)		(16.8	)
Total stockholders’ equity		18,867.6			17,444.8
Total liabilities and stockholders’ equity	$	31,334.7		$	28,167.5

Roper Technologies, Inc.
Condensed Consolidated Statements of Earnings (unaudited)
(Amounts in millions, except per share data)

	Three months ended December 31,						Year ended December 31,
		2024			2023			2024			2023
Net revenues	$	1,877.1		$	1,613.5		$	7,039.2		$	6,177.8
Cost of sales		594.8			488.3			2,160.9			1,870.6
Gross profit		1,282.3			1,125.2			4,878.3			4,307.2

Selling, general and administrative expenses		757.6			662.4			2,881.5			2,562.0
Income from operations		524.7			462.8			1,996.8			1,745.2

Interest expense, net		70.8			50.1			259.2			164.7
Equity investments gain, net		(141.0	)		(66.7	)		(234.6	)		(165.4	)
Other expense, net		4.1			2.7			5.0			2.8

Earnings before income taxes		590.8			476.7			1,967.2			1,743.1

Income taxes		128.5			99.2			417.9			374.7

Net earnings from continuing operations		462.3			377.5			1,549.3			1,368.4

Loss from discontinued operations, net of tax		—			—			—			(4.1	)
Gain on disposition of discontinued operations, net of tax		—			11.5			—			19.9
Net earnings from discontinued operations		—			11.5			—			15.8

Net earnings	$	462.3		$	389.0		$	1,549.3		$	1,384.2

Net earnings per share from continuing operations:
Basic	$	4.31		$	3.53		$	14.47		$	12.83
Diluted	$	4.28		$	3.50		$	14.35		$	12.74

Net earnings per share from discontinued operations:
Basic	$	—		$	0.11		$	—		$	0.15
Diluted	$	—		$	0.11		$	—		$	0.15

Net earnings per share:
Basic	$	4.31		$	3.64		$	14.47		$	12.98
Diluted	$	4.28		$	3.61		$	14.35		$	12.89

Weighted average common shares outstanding:
Basic		107.3			106.9			107.1			106.6
Diluted		108.1			107.7			108.0			107.4

Roper Technologies, Inc.
Selected Segment Financial Data (unaudited)
(Amounts in millions; percentages of net revenues)

	Three months ended December 31,										Year ended December 31,
		2024					2023					2024					2023
	Amount		%			Amount		%			Amount		%			Amount		%
Net revenues:
Application Software	$	1,056.9				$	851.8				$	3,868.3				$	3,186.9
Network Software		373.5					362.7					1,475.6					1,439.4
Technology Enabled Products		446.7					399.0					1,695.3					1,551.5
Total	$	1,877.1				$	1,613.5				$	7,039.2				$	6,177.8


Gross profit:
Application Software	$	708.0		67.0	%	$	586.6		68.9	%	$	2,647.6		68.4	%	$	2,195.8		68.9	%
Network Software		318.9		85.4	%		311.6		85.9	%		1,254.8		85.0	%		1,225.6		85.1	%
Technology Enabled Products		255.4		57.2	%		227.0		56.9	%		975.9		57.6	%		885.8		57.1	%
Total	$	1,282.3		68.3	%	$	1,125.2		69.7	%	$	4,878.3		69.3	%	$	4,307.2		69.7	%


*Operating profit:**
Application Software	$	272.9		25.8	%	$	219.5		25.8	%	$	1,023.4		26.5	%	$	820.8		25.8	%
Network Software		174.4		46.7	%		167.4		46.2	%		666.5		45.2	%		632.4		43.9	%
Technology Enabled Products		150.3		33.6	%		127.0		31.8	%		574.3		33.9	%		518.7		33.4	%
Total	$	597.6		31.8	%	$	513.9		31.9	%	$	2,264.2		32.2	%	$	1,971.9		31.9	%


* Segment operating profit is before unallocated corporate general and administrative expenses and enterprise-wide stock-based compensation. These expenses were $72.9 and $51.1 for the three months ended December 31, 2024 and 2023, respectively, and $267.4 and $226.7 for the twelve months ended December 31, 2024 and 2023, respectively.

Roper Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in millions)
	Year ended December 31,
		2024			2023
Cash flows from operating activities:
Net earnings from continuing operations	$	1,549.3		$	1,368.4
Adjustments to reconcile net earnings from continuing operations to cash flows from operating activities:
Depreciation and amortization of property, plant and equipment		37.1			35.4
Amortization of intangible assets		775.7			719.8
Amortization of deferred financing costs		9.8			9.9
Non-cash stock compensation		145.9			123.5
Equity investments gain, net		(234.6	)		(165.4	)
Income tax provision		417.9			374.7
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable		14.4			(50.2	)
Unbilled receivables		(18.5	)		(7.5	)
Inventories		(1.9	)		(6.6	)
Prepaid expenses and other current assets		(19.5	)		(4.3	)
Accounts payable		(13.0	)		18.2
Other accrued liabilities		109.3			(1.0	)
Deferred revenue		110.7			93.9
Cash taxes paid for gain on disposal of business		—			(32.5	)
Cash income taxes paid, excluding tax associated with gain on disposal of business		(483.8	)		(423.4	)
Other, net		(5.6	)		(15.5	)
Cash provided by operating activities from continuing operations		2,393.2			2,037.4
Cash used in operating activities from discontinued operations		—			(2.3	)
Cash provided by operating activities		2,393.2			2,035.1

Cash flows from (used in) investing activities:
Acquisitions of businesses, net of cash acquired		(3,612.9	)		(2,052.7	)
Capital expenditures		(66.0	)		(68.0	)
Capitalized software expenditures		(45.0	)		(40.0	)
Distributions from equity investment		10.8			32.5
Proceeds from sale of equity investment		245.6			—
Other, net		(1.0	)		(0.1	)
Cash used in investing activities from continuing operations		(3,468.5	)		(2,128.3	)
Cash provided by disposition of discontinued operations		—			2.0
Cash used in investing activities		(3,468.5	)		(2,126.3	)

Cash flows from (used in) financing activities:
Proceeds from senior notes		2,000.0			—
Payments of senior notes		(500.0	)		(700.0	)
Borrowings (payments) under revolving line of credit, net		(235.0	)		360.0
Debt issuance costs		(24.6	)		—
Cash dividends to stockholders		(321.9	)		(290.2	)
Treasury stock sales		18.5			15.5
Proceeds from stock-based compensation, net		88.6			115.2
Other, net		43.9			—
Cash provided by (used in) financing activities		1,069.5			(499.5	)

(Continued)
Roper Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited) – Continued
(Amounts in millions)
	Year ended December 31,
		2024			2023
Effect of exchange rate changes on cash		(20.3	)		12.2

Net decrease in cash and cash equivalents		(26.1	)		(578.5	)

Cash and cash equivalents, beginning of year		214.3			792.8

Cash and cash equivalents, end of year	$	188.2		$	214.3

The MIL Network –

January 31, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

	For the month ended December 31, 2024			For the three months ended December 31, 2024
	(dollars in millions)
End-of-period credit card and other loans	$	18,896		$	18,896
Average credit card and other loans ⁽¹⁾	$	18,647		$	18,156
Year-over-year change in average credit card and other loans ⁽¹⁾		—	%		(1	%)
Net principal losses ⁽²⁾	$	129		$	367
Net loss rate ⁽¹⁾⁽²⁾		8.1	%		8.0	%

	As of December 31, 2024			As of December 31, 2023
	(dollars in millions)
30 days + delinquencies – principal	$	1,034		$	1,163
Period ended credit card and other loans – principal	$	17,418		$	17,906
Delinquency rate		5.9	%		6.5	%

______________________________

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

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

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

Forward-Looking Statements

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

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

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

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

Rachel Stultz — Media
Rachel.Stultz@breadfinancial.com

The MIL Network –

January 31, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

Investing involves risk, including the possible loss of principal.

Amplify ETFs are distributed by Foreside Services, LLC.

The MIL Network –

January 31, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

Dividend Declarations

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

Operating Results

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

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

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

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

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

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

Asset Quality

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

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

Selected Balance Sheet Items

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

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

Use of Non-GAAP Financial Measures

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

Fourth Quarter 2024 Results Conference Call

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

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

About ConnectOne Bancorp, Inc.

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

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

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

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


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(in thousands)

	December 31,			December 31,
		2024			2023
	(unaudited)
ASSETS
Cash and due from banks	$	57,816		$	61,421
Interest-bearing deposits with banks		298,672			181,293
Cash and cash equivalents		356,488			242,714

Investment securities		612,847			617,162
Equity securities		20,092			18,564

Loans held-for-sale		743			–

Loans receivable		8,274,810			8,345,145
Less: Allowance for credit losses – loans		82,685			81,974
Net loans receivable		8,192,125			8,263,171

Investment in restricted stock, at cost		40,449			51,457
Bank premises and equipment, net		28,447			30,779
Accrued interest receivable		45,498			49,108
Bank owned life insurance		243,672			237,644
Right of use operating lease assets		14,489			12,007
Goodwill		208,372			208,372
Core deposit intangibles		4,639			5,874
Other assets		111,739			118,751
Total assets	$	9,879,600		$	9,855,603

LIABILITIES
Deposits:
Noninterest-bearing	$	1,422,044		$	1,259,364
Interest-bearing		6,398,070			6,276,838
Total deposits		7,820,114			7,536,202
Borrowings		688,064			933,579
Subordinated debentures, net		79,944			79,439
Operating lease liabilities		15,498			13,171
Other liabilities		34,276			76,592
Total liabilities		8,637,896			8,638,983

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Preferred stock		110,927			110,927
Common stock		586,946			586,946
Additional paid-in capital		36,347			33,182
Retained earnings		631,446			590,970
Treasury stock		(76,116	)		(70,296	)
Accumulated other comprehensive loss		(47,846	)		(35,109	)
Total stockholders’ equity		1,241,704			1,216,620
Total liabilities and stockholders’ equity	$	9,879,600		$	9,855,603


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except for per share data)

	Three Months Ended					Year Ended
	12/31/24			12/31/23		12/31/24		12/31/23
Interest income
Interest and fees on loans	$	118,346		$	120,636	$	477,859	$	453,992
Interest and dividends on investment securities:
Taxable		4,804			4,280		18,561		16,666
Tax-exempt		1,109			1,166		4,503		4,641
Dividends		959			912		4,349		3,662
Interest on federal funds sold and other short-term investments		2,815			1,963		12,617		11,104
Total interest income		128,033			128,957		517,889		490,065
Interest expense
Deposits		58,568			59,332		244,846		206,176
Borrowings		4,754			7,803		25,706		28,783
Total interest expense		63,322			67,135		270,552		234,959

Net interest income		64,711			61,822		247,337		255,106
Provision for credit losses		3,500			2,700		13,800		8,200
Net interest income after provision for credit losses		61,211			59,122		233,537		246,906

Noninterest income
Deposit, loan and other income		1,798			1,545		6,861		6,098
Income on bank owned life insurance		1,656			1,635		7,142		6,316
Net gains on sale of loans held-for-sale		597			472		2,723		1,704
Net losses (gains) on equity securities		(307	)		557		2		(117	)
Total noninterest income		3,744			4,209		16,728		14,001

Noninterest expenses
Salaries and employee benefits		22,244			22,010		90,053		88,223
Occupancy and equipment		2,818			2,708		11,615		10,884
FDIC insurance		1,800			3,900		7,200		8,365
Professional and consulting		2,449			1,587		8,447		7,547
Marketing and advertising		495			323		2,420		1,965
Information technology and communications		4,523			4,148		17,574		14,340
Merger expenses		863			–		1,605		–
Branch closing expenses		477			–		477		–
Amortization of core deposit intangibles		296			348		1,235		1,438
Other expenses		2,533			2,821		11,172		11,187
Total noninterest expenses		38,498			37,845		151,798		143,949

Income before income tax expense		26,457			25,486		98,467		116,958
Income tax expense		6,086			6,213		24,674		29,955
Net income		20,371			19,273		73,793		87,003
Preferred dividends		1,509			1,509		6,036		6,036
Net income available to common stockholders	$	18,862		$	17,764	$	67,757	$	80,967

Earnings per common share:
Basic	$	0.49		$	0.46	$	1.77	$	2.08
Diluted		0.49			0.46		1.76		2.07


ConnectOne’s management believes that the supplemental financial information, including non-GAAP measures provided below, is useful to investors. The non-GAAP measures should not be viewed as a substitute for financial results determined in accordance with GAAP, and are not necessarily comparable to non-GAAP financial measures presented by other companies.

CONNECTONE BANCORP, INC.
SUPPLEMENTAL GAAP AND NON-GAAP FINANCIAL MEASURES

	As of
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
Selected Financial Data	(dollars in thousands)
Total assets	$	9,879,600			$	9,639,603			$	9,723,731			$	9,853,964			$	9,855,603
Loans receivable:
Commercial	$	1,522,308			$	1,505,743			$	1,491,079			$	1,561,063			$	1,564,768
Commercial real estate		3,384,319				3,261,160				3,274,941				3,333,488				3,342,603
Multifamily		2,506,782				2,482,258				2,499,581				2,507,893				2,566,904
Commercial construction		616,246				616,087				639,168				646,593				620,496
Residential		249,691				250,249				256,786				254,214				256,041
Consumer		1,136				835				945				850				1,029
Gross loans		8,280,482				8,116,332				8,162,500				8,304,101				8,351,841
Net deferred loan fees		(5,672	)			(4,356	)			(4,597	)			(6,144	)			(6,696	)
Loans receivable		8,274,810				8,111,976				8,157,903				8,297,957				8,345,145
Loans held-for-sale		743				–				435				–				–
Total loans	$	8,275,553			$	8,111,976			$	8,158,338			$	8,297,957			$	8,345,145

Investment and equity securities	$	632,939			$	667,112			$	640,322			$	638,854			$	635,726
Goodwill and other intangible assets		213,011				213,307				213,604				213,925				214,246
Deposits:
Noninterest-bearing demand	$	1,422,044			$	1,262,568			$	1,268,882			$	1,290,523			$	1,259,364
Time deposits		2,557,200				2,614,187				2,593,165				2,623,391				2,531,371
Other interest-bearing deposits		3,840,870				3,647,350				3,713,967				3,674,740				3,745,467
Total deposits	$	7,820,114			$	7,524,105			$	7,576,014			$	7,588,654			$	7,536,202

Borrowings	$	688,064			$	742,133			$	756,144			$	877,568			$	933,579
Subordinated debentures (net of debt issuance costs)		79,944				79,818				79,692				79,566				79,439
Total stockholders’ equity		1,241,704				1,239,496				1,224,227				1,216,609				1,216,620

Quarterly Average Balances
Total assets	$	9,653,446			$	9,742,853			$	9,745,853			$	9,860,753			$	9,690,746
Loans receivable:
Commercial	$	1,487,850			$	1,485,777			$	1,517,446			$	1,552,360			$	1,510,634
Commercial real estate (including multifamily)		5,733,188				5,752,467				5,789,498				5,890,853				5,874,854
Commercial construction		631,022				628,740				652,227				637,993				630,468
Residential		250,589				252,975				254,284				252,965				253,200
Consumer		5,204				7,887				5,155				5,091				6,006
Gross loans		8,107,853				8,127,846				8,218,610				8,339,262				8,275,162
Net deferred loan fees		(4,727	)			(4,513	)			(5,954	)			(6,533	)			(6,894	)
Loans receivable		8,103,126				8,123,333				8,212,656				8,332,729				8,268,268
Loans held-for-sale		498				83				169				99				31
Total loans	$	8,103,624			$	8,123,416			$	8,212,825			$	8,332,828			$	8,268,299

Investment and equity securities	$	653,988			$	650,897			$	637,551			$	633,270			$	602,287
Goodwill and other intangible assets		213,205				213,502				213,813				214,133				214,472
Deposits:
Noninterest-bearing demand	$	1,304,699			$	1,259,912			$	1,256,251			$	1,254,201			$	1,248,132
Time deposits		2,478,163				2,625,329				2,587,706				2,567,767				2,495,091
Other interest-bearing deposits		3,838,575				3,747,427				3,721,167				3,696,374				3,747,093
Total deposits	$	7,621,437			$	7,632,668			$	7,565,124			$	7,518,342			$	7,490,316

Borrowings	$	648,300			$	717,586			$	787,256			$	947,003			$	823,123
Subordinated debentures (net of debt issuance costs)		79,862				79,735				79,609				79,483				79,356
Total stockholders’ equity		1,241,738				1,234,724				1,220,621				1,220,818				1,198,389

	Three Months Ended
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
	(dollars in thousands, except for per share data)
Net interest income	$	64,711			$	60,887			$	61,439			$	60,300			$	61,822
Provision for credit losses		3,500				3,800				2,500				4,000				2,700
Net interest income after provision for credit losses		61,211				57,087				58,939				56,300				59,122
Noninterest income
Deposit, loan and other income		1,798				1,817				1,654				1,592				1,545
Income on bank owned life insurance		1,656				2,145				1,677				1,664				1,635
Net gains on sale of loans held-for-sale		597				343				1,277				506				472
Net (losses) gains on equity securities		(307	)			432				(209	)			86				557
Total noninterest income		3,744				4,737				4,399				3,848				4,209
Noninterest expenses
Salaries and employee benefits		22,244				22,957				22,721				22,131				22,010
Occupancy and equipment		2,818				2,889				2,899				3,009				2,708
FDIC insurance		1,800				1,800				1,800				1,800				3,900
Professional and consulting		2,449				2,147				1,923				1,928				1,587
Marketing and advertising		495				635				613				677				323
Information technology and communications		4,523				4,464				4,198				4,389				4,148
Merger expenses		863				742				–				–				–
Branch closing expenses		477				–				–				–				–
Amortization of core deposit intangible		296				297				321				321				348
Other expenses		2,533				2,710				3,119				2,810				2,821
Total noninterest expenses		38,498				38,641				37,594				37,065				37,845

Income before income tax expense		26,457				23,183				25,744				23,083				25,486
Income tax expense		6,086				6,022				6,688				5,878				6,213
Net income		20,371				17,161				19,056				17,205				19,273
Preferred dividends		1,509				1,509				1,509				1,509				1,509
Net income available to common stockholders	$	18,862			$	15,652			$	17,547			$	15,696			$	17,764

Weighted average diluted common shares outstanding		38,519,581				38,525,484				38,448,594				38,511,747				38,651,391
Diluted EPS	$	0.49			$	0.41			$	0.46			$	0.41			$	0.46

Reconciliation of GAAP Net Income to Operating Net Income:
Net income	$	20,371			$	17,161			$	19,056			$	17,205			$	19,273
FDIC special assessment		–				–				–				–				2,100
Merger expenses		863				742				–				–				–
Branch closing expenses		477				–				–				–				–
Amortization of core deposit intangibles		296				297				321				321				348
Net losses (gains) on equity securities		307				(432	)			209				(86	)			(557	)
Tax impact of adjustments		(585	)			(171	)			(149	)			(66	)			(569	)
Operating net income	$	21,729			$	17,597			$	19,437			$	17,374			$	20,595
Preferred dividends		1,509				1,509				1,509				1,509				1,509
Operating net income available to common stockholders	$	20,220			$	16,088			$	17,928			$	15,865			$	19,086

Operating diluted EPS (non-GAAP) ⁽¹⁾	$	0.52			$	0.42			$	0.47			$	0.41			$	0.49

Return on Assets Measures
Average assets	$	9,653,446			$	9,742,853			$	9,745,853			$	9,860,753			$	9,690,746
Return on avg. assets		0.84		%		0.70		%		0.79		%		0.70		%		0.79		%
Operating return on avg. assets (non-GAAP) ⁽²⁾		0.90				0.72				0.80				0.71				0.84

⁽¹⁾ Operating net income available to common stockholders divided by weighted average diluted shares outstanding.
⁽²⁾ Operating net income divided by average assets.

	Three Months Ended
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
Return on Equity Measures	(dollars in thousands)
Average stockholders’ equity	$	1,241,738			$	1,234,724			$	1,220,621			$	1,220,818			$	1,198,389
Less: average preferred stock		(110,927	)			(110,927	)			(110,927	)			(110,927	)			(110,927	)
Average common equity	$	1,130,811			$	1,123,797			$	1,109,694			$	1,109,891			$	1,087,462
Less: average intangible assets		(213,205	)			(213,502	)			(213,813	)			(214,133	)			(214,472	)
Average tangible common equity	$	917,606			$	910,295			$	895,881			$	895,758			$	872,990
Return on avg. common equity (GAAP)		6.64		%		5.54		%		6.36		%		5.69		%		6.48		%
Operating return on avg. common equity (non-GAAP) ⁽³⁾		7.11				5.70				6.50				5.75				6.96
Return on avg. tangible common equity (non-GAAP) ⁽⁴⁾		8.27				6.93				7.98				7.15				8.18
Operating return on avg. tangible common equity (non-GAAP) ⁽⁵⁾		8.77				7.03				8.05				7.12				8.67

Efficiency Measures
Total noninterest expenses	$	38,498			$	38,641			$	37,594			$	37,065			$	37,845
FDIC special assessment		–				–				–				–				(2,100	)
Merger expenses		(863	)			(742	)			–				–				–
Branch closing expenses		(477	)			–				–				–				–
Amortization of core deposit intangibles		(296	)			(297	)			(321	)			(321	)			(348	)
Operating noninterest expense	$	36,862			$	37,602			$	37,273			$	36,744			$	35,397

Net interest income (tax equivalent basis)	$	65,593			$	61,710			$	62,255			$	61,111			$	62,627
Noninterest income		3,744				4,737				4,399				3,848				4,209
Net losses (gains) on equity securities		307				(432	)			209				(86	)			(557	)
Operating revenue	$	69,644			$	66,015			$	66,863			$	64,873			$	66,279

Operating efficiency ratio (non-GAAP) ⁽⁶⁾		52.9		%		57.0		%		55.7		%		56.6		%		53.4		%

Net Interest Margin
Average interest-earning assets	$	9,117,201			$	9,206,038			$	9,210,050			$	9,323,291			$	9,172,165
Net interest income (tax equivalent basis)		65,593				61,710				62,255				61,111				62,627
Net interest margin (GAAP)		2.86		%		2.67		%		2.72		%		2.64		%		2.71		%

⁽³⁾ Operating net income available to common stockholders divided by average common equity.
⁽⁴⁾ Net income available to common stockholders, excluding amortization of intangible assets, divided by average tangible common equity.
⁽⁵⁾ Operating net income available to common stockholders, divided by average tangible common equity.
⁽⁶⁾ Operating noninterest expense divided by operating revenue.

	As of
	Dec. 31,				Sept. 30,				Jun. 30,				Mar. 31,				Dec. 31,
		2024				2024				2024				2024				2023
Capital Ratios and Book Value per Share	(dollars in thousands, except for per share data)
Stockholders equity	$	1,241,704			$	1,239,496			$	1,224,227			$	1,216,609			$	1,216,620
Less: preferred stock		(110,927	)			(110,927	)			(110,927	)			(110,927	)			(110,927	)
Common equity	$	1,130,777			$	1,128,569			$	1,113,300			$	1,105,682			$	1,105,693
Less: intangible assets		(213,011	)			(213,307	)			(213,604	)			(213,925	)			(214,246	)
Tangible common equity	$	917,766			$	915,262			$	899,696			$	891,757			$	891,447

Total assets	$	9,879,600			$	9,639,603			$	9,723,731			$	9,853,964			$	9,855,603
Less: intangible assets		(213,011	)			(213,307	)			(213,604	)			(213,925	)			(214,246	)
Tangible assets	$	9,666,589			$	9,426,296			$	9,510,127			$	9,640,039			$	9,641,357

Common shares outstanding		38,370,317				38,368,217				38,365,069				38,333,053				38,519,770

Common equity ratio (GAAP)		11.45		%		11.71		%		11.45		%		11.22		%		11.22		%
Tangible common equity ratio (non-GAAP) ⁽⁷⁾		9.49				9.71				9.46				9.25				9.25

Regulatory capital ratios (Bancorp):
Leverage ratio		11.33		%		11.10		%		10.97		%		10.73		%		10.86		%
Common equity Tier 1 risk-based ratio		10.97				11.07				10.90				10.70				10.62
Risk-based Tier 1 capital ratio		12.29				12.42				12.25				12.03				11.95
Risk-based total capital ratio		14.11				14.29				14.10				13.88				13.77

Regulatory capital ratios (Bank):
Leverage ratio		11.66		%		11.43		%		11.29		%		11.10		%		11.20		%
Common equity Tier 1 risk-based ratio		12.63				12.79				12.60				12.43				12.31
Risk-based Tier 1 capital ratio		12.63				12.79				12.60				12.43				12.31
Risk-based total capital ratio		13.60				13.77				13.58				13.41				13.28

Book value per share (GAAP)	$	29.47			$	29.41			$	29.02			$	28.84			$	28.70
Tangible book value per share (non-GAAP) ⁽⁸⁾		23.92				23.85				23.45				23.26				23.14

Net Loan Charge-offs (Recoveries):
Net loan charge-offs (recoveries):
Charge-offs	$	3,363			$	3,559			$	3,595			$	3,185			$	8,960
Recoveries		(29	)			(53	)			(324	)			(23	)			–
Net loan charge-offs	$	3,334			$	3,506			$	3,271			$	3,162			$	8,960
Net loan charge-offs as a % of average loans receivable (annualized)		0.16		%		0.17		%		0.16		%		0.15		%		0.43		%

Asset Quality
Nonaccrual loans	$	57,310			$	51,300			$	46,026			$	47,438			$	52,524
Other real estate owned		–				–				–				–				–
Nonperforming assets	$	57,310			$	51,300			$	46,026			$	47,438			$	52,524

Allowance for credit losses – loans (“ACL”)	$	82,685			$	82,494			$	82,077			$	82,869			$	81,974
Loans receivable		8,274,810				8,111,976				8,157,903				8,297,957				8,345,145

Nonaccrual loans as a % of loans receivable		0.69		%		0.63		%		0.56		%		0.57		%		0.63		%
Nonperforming assets as a % of total assets		0.58				0.53				0.47				0.48				0.53
ACL as a % of loans receivable		1.00				1.02				1.01				1.00				0.98
ACL as a % of nonaccrual loans		144.3				160.8				178.3				174.7				156.1

⁽⁷⁾ Tangible common equity divided by tangible assets
⁽⁸⁾ Tangible common equity divided by common shares outstanding at period-end


CONNECTONE BANCORP, INC.
NET INTEREST MARGIN ANALYSIS
(dollars in thousands)

	For the Quarter Ended
	December 31, 2024								September 30, 2024									December 31, 2023
	Average									Average									Average
Interest-earning assets:	Balance			Interest			Rate ⁽⁷⁾			Balance			Interest			Rate ⁽⁷⁾			Balance			Interest			Rate ⁽⁷⁾
Investment securities ^{(1) (2)}	$	736,131		$	6,207		3.35	%		$	736,946		$	6,157		3.32	%		$	723,433		$	5,757		3.16	%
Loans receivable and loans held-for-sale ^{(2) (3) (4)}		8,103,624			118,934		5.84				8,123,416			119,805		5.87				8,268,299			121,130		5.81
Federal funds sold and interest-
bearing deposits with banks		238,957			2,815		4.69				304,009			4,056		5.31				134,168			1,963		5.80
Restricted investment in bank stock		38,489			959		9.91				41,667			1,048		10.01				46,265			912		7.82
Total interest-earning assets		9,117,201			128,915		5.63				9,206,038			131,066		5.66				9,172,165			129,762		5.61
Allowance for credit losses		(83,938	)								(83,355	)								(88,861	)
Noninterest-earning assets		620,183									620,170									607,442
Total assets	$	9,653,446								$	9,742,853								$	9,690,746

Interest-bearing liabilities:
Time deposits	$	2,478,163			27,374		4.39			$	2,625,329			30,245		4.58			$	2,495,091			26,486		4.21
Other interest-bearing deposits		3,838,575			31,194		3.23				3,747,427			33,540		3.56				3,747,093			32,846		3.48
Total interest-bearing deposits		6,316,738			58,568		3.69				6,372,756			63,785		3.98				6,242,184			59,332		3.77

Borrowings		648,300			3,430		2.10				717,586			4,239		2.35				823,123			6,467		3.12
Subordinated debentures, net		79,862			1,305		6.50				79,735			1,312		6.55				79,356			1,313		6.56
Finance lease		1,280			19		5.91				1,349			20		5.90				1,546			23		5.90
Total interest-bearing liabilities		7,046,180			63,322		3.58				7,171,426			69,356		3.85				7,146,209			67,135		3.73

Noninterest-bearing demand deposits		1,304,699									1,259,912									1,248,132
Other liabilities		60,829									76,791									98,016
Total noninterest-bearing liabilities		1,365,528									1,336,703									1,346,148
Stockholders’ equity		1,241,738									1,234,724									1,198,389
Total liabilities and stockholders’ equity	$	9,653,446								$	9,742,853								$	9,690,746

Net interest income (tax equivalent basis)					65,593									61,710									62,627
Net interest spread ⁽⁵⁾							2.05	%								1.82	%								1.89	%

Net interest margin ⁽⁶⁾							2.86	%								2.67	%								2.71	%

Tax equivalent adjustment					(882	)								(823	)								(805	)
Net interest income				$	64,711								$	60,887								$	61,822

⁽¹⁾ Average balances are calculated on amortized cost.
⁽²⁾ Interest income is presented on a tax equivalent basis using 21% federal tax rate.
⁽³⁾ Includes loan fee income.
⁽⁴⁾ Loans include nonaccrual loans.
⁽⁵⁾ Represents difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities and is presented on a tax equivalent basis.
⁽⁶⁾ Represents net interest income on a tax equivalent basis divided by average total interest-earning assets.
⁽⁷⁾ Rates are annualized.

The MIL Network –

January 31, 2025

MIL-OSI: Allegro MicroSystems Reports Third Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

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

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

Third Quarter Financial Highlights:

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

Business Outlook

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

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

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

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

Earnings Webcast

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

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

About Allegro MicroSystems

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

Forward-Looking Statements

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

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

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

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

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

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

ALLEGRO MICROSYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (Unaudited)

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

Supplemental Schedule of Total Net Sales

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

	Three-Month Period Ended				Change						Nine-Month Period Ended				Change
	December 27, 2024		December 29, 2023		Amount			%			December 27, 2024		December 29, 2023		Amount			%
	(Dollars in thousands)										(Dollars in thousands)
Automotive	$	130,066	$	194,764	$	(64,698	)		(33	)%	$	403,143	$	577,515	$	(174,372	)		(30	)%
Industrial and other		47,806		60,220		(12,414	)		(21	)%		129,039		231,271		(102,232	)		(44	)%
Total net sales	$	177,872	$	254,984	$	(77,112	)		(30	)%	$	532,182	$	808,786	$	(276,604	)		(34	)%

ALLEGRO MICROSYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)

	December 27,			March 29,
	2024 (Unaudited)			2024
Assets
Current assets:
Cash and cash equivalents	$	138,452		$	212,143
Restricted cash		10,510			10,018
Trade accounts receivable, net		83,805			118,508
Inventories		193,140			162,302
Prepaid income taxes		36,037			31,908
Prepaid expenses and other current assets		33,683			33,584
Current portion of related party notes receivable		—			3,750
Total current assets		495,627			572,213
Property, plant and equipment, net		320,975			321,175
Deferred income tax assets		65,398			54,496
Goodwill		202,101			202,425
Intangible assets, net		261,553			276,854
Related party notes receivable, less current portion		—			4,688
Equity investment in related party		30,914			26,727
Other assets		65,172			72,025
Total assets	$	1,441,740		$	1,530,603
Liabilities, Non-Controlling Interests and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	39,685		$	35,964
Amounts due to related party		2,102			1,626
Accrued expenses and other current liabilities		57,751			76,389
Current portion of long-term debt		1,374			3,929
Total current liabilities		100,912			117,908
Long-term debt		374,729			249,611
Other long-term liabilities		31,673			31,368
Total liabilities		507,314			398,887
Commitments and contingencies
Stockholders’ Equity:
Preferred stock		—			—
Common stock		1,840			1,932
Additional paid-in capital		1,004,080			694,332
(Accumulated deficit) retained earnings		(38,791	)		463,012
Accumulated other comprehensive loss		(34,084	)		(28,841	)
Equity attributable to Allegro MicroSystems, Inc.		933,045			1,130,435
Non-controlling interests		1,381			1,281
Total stockholders’ equity		934,426			1,131,716
Total liabilities, non-controlling interests and stockholders’ equity	$	1,441,740		$	1,530,603

ALLEGRO MICROSYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)

	Three-Month Period Ended						Nine-Month Period Ended
	December 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
Cash flows from operating activities:
Net (loss) income	$	(6,799	)	$	33,402		$	(58,025	)	$	159,962
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		16,123			20,195			48,578			49,548
Amortization of deferred financing costs		694			185			1,781			292
Deferred income taxes		(3,751	)		(10,119	)		(11,546	)		(28,253	)
Stock-based compensation		10,588			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			—			34,752			—
Provisions for inventory and expected credit losses		3,031			429			7,519			9,851
Change in fair value of marketable securities		—			—			—			3,579
Other non-cash reconciling items		68			(25	)		6,645			18
Changes in operating assets and liabilities:
Trade accounts receivable		(7,061	)		5,081			34,356			(2,564	)
Inventories		(19,243	)		11,312			(38,074	)		(19,909	)
Prepaid expenses and other assets		14,407			7,368			(1,401	)		(13,085	)
Trade accounts payable		(8,203	)		(12,299	)		5,467			(9,604	)
Due to and from related parties		(3,568	)		705			564			6,817
Accrued expenses and other current and long-term liabilities		(4,469	)		9,404			(21,307	)		(20,540	)
Net cash (used in) provided by operating activities		(8,183	)		76,558			41,560			168,951
Cash flows from investing activities:
Purchases of property, plant and equipment		(13,615	)		(34,399	)		(34,564	)		(110,500	)
Acquisition of business, net of cash acquired		319			(408,119	)		319			(408,119	)
Sales of marketable securities		—			—			—			16,175
Net cash used in investing activities		(13,296	)		(442,518	)		(34,245	)		(502,444	)
Cash flows from financing activities:
Net proceeds from Refinanced 2023 Term Loan Facility		—			—			193,483			—
Repayment of 2023 Term Loan Facility		(25,000	)		—			(75,000	)		—
Borrowings of senior secured debt, net of deferred financing costs		—			245,452			—			245,452
Repayment of 2020 Term Loan Facility		—			(25,000	)		—			(25,000	)
Repayments of other debt		—			(743	)		—			(743	)
Finance lease payments		(318	)		—			(703	)		—
Receipts on related party notes receivable		—			938			1,875			2,813
Payments for taxes related to net share settlement of equity awards		(483	)		(10,732	)		(12,780	)		(24,823	)
Proceeds from issuance of common stock under employee stock purchase plan		—			—			1,987			1,899
Repurchases of common stock		(116	)		—			(853,921	)		—
Net proceeds from issuance of common stock		—			—			665,850			—
Payment of debt issuance costs		—			—			—			(1,450	)
Net cash (used in) provided by financing activities		(25,917	)		209,915			(79,209	)		198,148
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(2,680	)		1,349			(1,305	)		375
Net (decrease) increase in cash and cash equivalents and restricted cash		(50,076	)		(154,696	)		(73,199	)		(134,970	)
Cash and cash equivalents and restricted cash at beginning of period		199,038			378,431			222,161			358,705
Cash and cash equivalents and restricted cash at end of period:	$	148,962		$	223,735		$	148,962		$	223,735

Non-GAAP Financial Measures

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

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

Non-GAAP Income Tax Provision

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

Tax effect of adjustments to GAAP results—Represents the estimated income tax effect of the adjustments to non-GAAP Profit before Tax described below and elimination of discrete tax adjustments.

*Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Gross Profit	$	81,215		$	85,662		$	133,828		$	241,648		$	451,281
GAAP Gross Margin (% of net sales)		45.7	%		45.7	%		52.5	%		45.4	%		55.8	%

Non-GAAP adjustments
Transaction-related costs		5			10			523			14			523
Purchased intangible amortization		4,875			4,875			3,648			14,625			4,323
Restructuring costs		522			16			166			1,738			166
Stock-based compensation		802			817			1,073			2,180			4,625
Total Non-GAAP Adjustments	$	6,204		$	5,718		$	5,410		$	18,557		$	9,637

Non-GAAP Gross Profit	$	87,419		$	91,380		$	139,238		$	260,205		$	460,918
Non-GAAP Gross Margin (% of net sales)		49.1	%		48.8	%		54.6	%		48.9	%		57.0	%

*Reconciliation of Non-GAAP Operating Expenses*

	Three-Month Period Ended							Nine-Month Period Ended
	December 27, 2024		September 27, 2024			December 29, 2023		December 27, 2024			December 29, 2023
	(Dollars in thousands)							(Dollars in thousands)
GAAP Operating Expenses	$	81,256	$	81,595		$	97,142	$	248,252		$	270,934

Research and Development Expenses
GAAP Research and Development Expenses		43,317		43,510			44,396		132,031			130,799
Non-GAAP adjustments
Transaction-related costs		333		206			343		1,568			352
Restructuring costs		568		260			908		997			908
Stock-based compensation		3,960		3,523			3,870		11,218			10,340
Other costs⁽¹⁾		—		3			—		3			—
Non-GAAP Research and Development Expenses		38,456		39,518			39,275		118,245			119,199

Selling, General and Administrative Expenses
GAAP Selling, General and Administrative Expenses		37,939		38,085			52,746		116,221			140,135
Non-GAAP adjustments
Transaction-related costs		148		275			9,543		1,237			14,419
Purchased intangible amortization		535		535			495		1,605			1,210
Restructuring costs		1,264		2,046			5,795		4,355			5,795
Stock-based compensation		5,826		7,205			5,977		18,853			17,874
Other costs⁽¹⁾		391		(1,820	)		283		(618	)		383
Non-GAAP Selling, General and Administrative Expenses		29,775		29,844			30,653		90,789			100,454

Total Non-GAAP Adjustments		13,025		12,233			27,214		39,218			51,281

Non-GAAP Operating Expenses	$	68,231	$	69,362		$	69,928	$	209,034		$	219,653

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.

*Reconciliation of Non-GAAP Operating Income and Non-GAAP Operating Margin*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Operating (Loss) Income	$	(41	)	$	4,067		$	36,686		$	(6,604	)	$	180,347
GAAP Operating Margin (% of net sales)		—	%		2.2	%		14.4	%		(1.2	)%		22.3	%

Transaction-related costs		486			491			10,409			2,819			15,294
Purchased intangible amortization		5,410			5,410			4,143			16,230			5,533
Restructuring costs		2,354			2,322			6,869			7,090			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Other costs⁽¹⁾		391			(1,817	)		283			(615	)		383
Total Non-GAAP Adjustments	$	19,229		$	17,951		$	32,624		$	57,775		$	60,918

Non-GAAP Operating Income	$	19,188		$	22,018		$	69,310		$	51,171		$	241,265
Non-GAAP Operating Margin (% of net sales)		10.8	%		11.7	%		27.2	%		9.6	%		29.8	%

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.

*Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Net (Loss) Income	$	(6,799	)	$	(33,613	)	$	33,402		$	(58,025	)	$	159,962
GAAP Net (Loss) Income Margin (% of net sales)		(3.8	)%		(17.9	)%		13.1	%		(10.9	)%		19.8	%

Interest expense		7,762			10,353			3,854			23,492			5,381
Interest income		(388	)		(420	)		(857	)		(1,302	)		(2,550	)
Income tax (benefit) provision		(803	)		(9,470	)		2,969			(9,233	)		17,584
Depreciation & amortization		16,123			15,997			20,227			48,578			49,645
EBITDA	$	15,895		$	(17,153	)	$	59,595		$	3,510		$	230,022

Transaction-related costs		486			3,295			10,409			5,623			15,294
Restructuring costs		2,354			2,067			6,869			6,835			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			34,752			—			34,752			—
Other costs⁽¹⁾		998			(2,195	)		(551	)		1,610			5,339
Adjusted EBITDA	$	30,321		$	32,311		$	87,242		$	84,581		$	290,363
Adjusted EBITDA Margin (% of net sales)		17.0	%		17.2	%		34.2	%		15.9	%		35.9	%

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, and income (loss) in earnings of equity investments.

*Reconciliation of Non-GAAP Profit before Tax*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP (Loss) Income before Income Taxes	$	(7,602	)	$	(43,083	)	$	36,371		$	(67,258	)	$	177,546

Transaction-related costs		486			3,295			10,409			5,623			15,294
Transaction-related interest		192			141			162			1,042			162
Purchased intangible amortization		5,410			5,410			4,143			16,230			5,533
Restructuring costs		2,354			2,067			6,869			6,835			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			34,752			—			34,752			—
Other costs⁽¹⁾		1,427			1,428			(551	)		5,662			5,339
Total Non-GAAP Adjustments	$	20,457		$	58,638		$	31,952		$	102,395		$	66,036

Non-GAAP Profit before Tax	$	12,855		$	15,555		$	68,323		$	35,137		$	243,582

(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, and income (loss) in earnings of equity investments.

*Reconciliation of Non-GAAP Income Tax Provision and Non-GAAP Effective Tax Rate*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Income Tax (Benefit) Provision	$	(803	)	$	(9,470	)	$	2,969		$	(9,233	)	$	17,584
GAAP effective tax rate		10.6	%		22.0	%		8.2	%		13.7	%		9.9	%

Tax effect of adjustments to GAAP results		398			10,071			3,748			10,074			10,128

Non-GAAP Income Tax (Benefit) Provision	$	(405	)	$	601		$	6,717		$	841		$	27,712
Non-GAAP effective tax rate		(3.2	)%		3.9	%		9.8	%		2.4	%		11.4	%

*Reconciliation of Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc. and Non-GAAP Earnings per Share*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc.⁽¹⁾	$	(6,860	)	$	(33,675	)	$	33,345		$	(58,210	)	$	159,812
GAAP Basic weighted average common shares		184,011,189			189,182,850			192,724,541			188,886,583			192,384,315
GAAP Diluted weighted average common shares		184,011,189			189,182,850			194,570,380			188,886,583			194,925,040
GAAP Basic (Loss) Earnings per Share	$	(0.04	)	$	(0.18	)	$	0.17		$	(0.31	)	$	0.83
GAAP Diluted (Loss) Earnings per Share	$	(0.04	)	$	(0.18	)	$	0.17		$	(0.31	)	$	0.82

Transaction-related costs		486			3,295			10,409			5,623			15,294
Transaction-related interest		192			141			162			1,042			162
Purchased intangible amortization		5,410			5,410			4,143			16,230			5,533
Restructuring costs		2,354			2,067			6,869			6,835			6,869
Stock-based compensation		10,588			11,545			10,920			32,251			32,839
Loss on change in fair value of forward repurchase contract		—			34,752			—			34,752			—
Other costs⁽²⁾		1,427			1,428			(551	)		5,662			5,339
Total Non-GAAP Adjustments		20,457			58,638			31,952			102,395			66,036
Tax effect of adjustments to GAAP results⁽³⁾		(398	)		(10,071	)		(3,748	)		(10,074	)		(10,128	)
Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc.	$	13,199		$	14,892		$	61,549		$	34,111		$	215,720
Basic weighted average common shares		184,011,189			189,182,850			192,724,541			188,886,583			192,384,315
Diluted weighted average common shares		184,485,792			189,710,595			194,570,380			189,577,693			194,925,040
Non-GAAP Basic Earnings per Share	$	0.07		$	0.08		$	0.32		$	0.18		$	1.12
Non-GAAP Diluted Earnings per Share	$	0.07		$	0.08		$	0.32		$	0.18		$	1.11

(1) GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc. represents GAAP Net (Loss) Income adjusted for Net Income Attributable to non-controlling interests.
(2) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consists of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, income (loss) in earnings of equity investments, and unrealized losses (gains) on investments.
(3) To calculate the tax effect of adjustments to GAAP results, the Company considers each non-GAAP adjustment by tax jurisdiction and reverses all discrete items to calculate an annual non-GAAP effective tax rate (“NG ETR”). This NG ETR is then applied to Non-GAAP Profit Before Tax to arrive at the tax effect of adjustments to GAAP results.

*Reconciliation of Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow as Percentage of Net Sales*

	Three-Month Period Ended									Nine-Month Period Ended
	December 27, 2024			September 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
	(Dollars in thousands)									(Dollars in thousands)
GAAP Operating Cash Flow	$	(8,183	)	$	15,547		$	76,558		$	41,560		$	168,951
GAAP Operating Cash Flow (% of net sales)		-4.6	%		8.3	%		30.0	%		7.8	%		20.9	%
Non-GAAP adjustments
Purchases of property, plant and equipment		(13,615	)		(9,972	)		(34,399	)		(34,564	)		(110,500	)

Non-GAAP Free Cash Flow	$	(21,798	)	$	5,575		$	42,159		$	6,996		$	58,451
Non-GAAP Free Cash Flow (% of net sales)		(12.3	)%		3.0	%		16.5	%		1.3	%		7.2	%

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

The MIL Network –

January 31, 2025

MIL-OSI: Beam Global Expands European Sales Network with Three New Distribution Partners

Source: GlobeNewswire (MIL-OSI)

SAN DIEGO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Beam Global, (Nasdaq: BEEM), a leading provider of innovative and sustainable infrastructure solutions for the electrification of transportation and energy security, announced today that it is expanding its sales network in Europe with the addition of three new business partners:

Seltis Glass Design S.R.L. for the Romanian market
Evrosimovski Consulting Ltd. for the North Macedonian market
BBA International for the Albanian market

“These distributor agreements with quality companies are an excellent continuation of our efforts to expand our selling resources across Europe,” said Desmond Wheatley, CEO of Beam Global. “We have existing trusted relationships with each of these companies through our Beam Europe operation, and now we are able to leverage their success and contacts to significantly increase our audience without adding to our operating costs. I’m looking forward to supporting the new customers they bring to Beam Global.”

This expansion marks a significant step into Beam Global’s strategic growth into Europe, tapping further into the world’s largest automotive market. Through the integration of outsourced distributors and agents, Beam Global intensifies its commitment to advancing the electrification of transportation and enhancing energy security with sustainable infrastructure solutions in Europe.

Market Overview (EUROPE)

The EU has set ambitious targets, mandating that electric vehicles account for 80% of new car sales in 2030 and 100% by 2035.
The EU electric vehicle charging station market was valued at USD 10.8 billion in 2024, and is estimated to grow at a CAGR of 29.3% from 2025 to 2034, to support the rapid growth of electric vehicles in Europe.

About Beam Global
Beam Global is a clean technology innovator which develops and manufactures sustainable infrastructure products and technologies. We operate at the nexus of clean energy and transportation with a focus on sustainable energy infrastructure, rapidly deployed and scalable EV charging solutions, safe energy storage and vital energy security. With operations in the U.S. and Europe, Beam Global develops, patents, designs, engineers and manufactures unique and advanced clean technology solutions that power transportation, provide secure sources of electricity, save time and money and protect the environment. Beam Global is headquartered in San Diego, CA with facilities in Chicago, IL and Belgrade and Kraljevo, Serbia. Beam Global is listed on Nasdaq under the symbol BEEM. For more information visit BeamForAll.com, LinkedIn, YouTube and X (formerly Twitter).

Forward-Looking Statements
This Beam Global Press Release may contain forward-looking statements. All statements in this Press Release other than statements of historical facts are forward-looking statements. Forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may,” or other words and similar expressions that convey the uncertainty of future events or results. These statements relate to future events or future results of operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Beam Global’s actual results to be materially different from these forward-looking statements. Except to the extent required by law, Beam Global expressly disclaims any obligation to update any forward-looking statements.

Media Contact
Skyya PR
+1 651-335-0585
Press@BeamForAll.com

Investor Relations
Luke Higgins
+1-858-799-4583
IR@BeamForAll.com

The MIL Network –

January 31, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

About Lantronix

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

For more information, visit the Lantronix website.

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

Lantronix Analyst and Investor Contact:
investors@lantronix.com

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

The MIL Network –

January 31, 2025

MIL-OSI United Kingdom: Highland growth opportunities showcased to international audience

Source: Scotland – Highland Council

Whilst in attendance at the Scottish Cities Week the Council Leader had the opportunity to meet with the Secretary of State for Scotland and the Parliamentary Under-Secretary of State for Scotland making representation on a number of matters that are important to the whole of the Highland Council area . Pictured is The Highland Council Leader, Councillor Raymond Bremner with the Secretary of State for Scotland, The Rt Hon Ian Murray MP and Allan Maguire, the Council’s Head of Development and Regeneration.

The Highland Council’s Leader Councillor Raymond Bremner attended Scottish Cities Week in London (20-22 January) to promote investment opportunities in Inverness, the Highlands and the Highland Council area. Scottish Cities Week aims to provide a focused opportunity to create and develop long-term strategic partnerships, with a wide array of investors and developers.

Its success is rooted in the cities working in collaboration with the Scottish and UK Government, via the Scottish Cities Alliance, to boost investor confidence and deliver a programme of activity promoting the benefits of investing in Scotland’s smart and sustainable cities. It also provides opportunities for Highland Council representatives to meet with government Ministers and Cabinet Secretaries and discuss matters of importance to the Highlands.

The multi-day event is attended by national and international investors together with representatives from the Scottish Government, Scottish Development International and the Department of Business and Trade. This year’s event programme focused on seizing the unique opportunities related to our contribution towards the transition to net zero and other high growth businesses and sectors, driving place-based investment and innovation and enabling infrastructure.

The event coincides with the council’s recent launch of the new Invest Highland brand which is aimed at promoting the Highlands’ wealth of investment opportunities.

Council Leader Cllr Raymond Bremner said: “The Highland region is really coming into its own and is attracting interest from all over the world. We have so much to offer inward investors and Scottish Cities Week is a great platform for showcasing the world class opportunities which exist throughout our area. Attracting investors to the region is essential to address societal challenges and unlock transformational change.

“With representatives also attending from Highlands and Islands Enterprise and the Inverness and Cromarty Firth Green Freeport, it helps demonstrate the successful partnerships we have in Highland and shows our ambition for the future.”

30 Jan 2025

MIL OSI United Kingdom –

January 31, 2025

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

Source: European Investment Bank

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

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

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

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

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

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

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

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

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

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

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

Background information

EIB

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

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

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

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

MIL OSI Europe News –

January 31, 2025

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

Source: European Investment Bank

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

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

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

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

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

Grid upgrades and business innovation

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

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

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

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

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

Background information

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

MIL OSI Europe News –

January 31, 2025

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

Source: European Investment Bank

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

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

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

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

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

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

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

Background information

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

MIL OSI Europe News –

January 31, 2025

MIL-OSI Europe: Lithuania financing from EIB Group totals €449 million in 2024, boosting business and green investments

Source: European Investment Bank

EIB Group financing in Lithuania last year totalled €449 million, bolstering business and green investments nationwide.
Funding supported 1,200 Lithuanian companies and sustained 19,000 jobs.
Energy storage and clean railways among key 2024 projects.

The European Investment Bank (EIB) Group’s financing in Lithuania last year amounted to €449 million, spurring business investments and accelerating the country’s green transition. The total for 2024 includes €240 million from the EIB and €209 million from the European Investment Fund (EIF), which targets small and medium-sized enterprises (SMEs).

The EIB Group pledges last year in Lithuania supported 1,200 SMEs and Mid-Caps, sustained 19,000 jobs and covered 21 investment projects across the country. Top operations included EIB loans of €105 million to Lithuanian utility Ignitis Group for expanding a pumped storage hydroelectric power plant and €100 million to national railway service LTG Link for buying electric and battery trains.

“Lithuania’s commitment to sustainability is inspiring,” said EIB Vice-President Thomas Östros. “Our investments in the country in 2024 underscore our dedication to supporting Lithuania’s green transition and economic resilience. We are helping to build a sustainable future for all Lithuanians.”

The level of EIB Group financing in Lithuania in 2024 was broadly in line with the organisation’s average annual commitments of €562 million in the country over the past five years. For example, EIB Group financing in Lithuania totalled €654 million in 2023 and €219 million in 2022.

Energy and transport projects

The €105 million EIB loan last year to Ignitis Group is for expanding the Kruonis Pumped Storage Hydroelectric Power Plant and making it one of Europe’s largest energy-storage facilities. The goal is to increase Lithuania’s energy independence and help the country achieve 100% renewable electricity by 2030.

The €100 million EIB loan to LTG Link is for replacing a third of the company’s train fleet. The aim is to reduce carbon-dioxide emissions from trains, shorten rail-travel times and improve passenger accessibility.

Also in the area of energy, the EIB last year signed a €35 million loan to district utility Kauno Energija for upgrading the heating and hot water system of the city of Kaunas by refurbishing pipelines, adding heat storage tanks and integrating renewable sources. This project will boost energy efficiency, diversify the energy mix and reduce reliance on imported natural gas, benefiting around 400,000 residents and businesses.

Supporting small companies

The EIF’s pledges in Lithuania last year included nearly €129 million to businesses through deals with various banks and financial institutions including AB Mano Bankas, AB SEB Bankas, Swedbank Bank Lithuania, UAB SME Bank, Lithuanian Central Credit Union, Taurus Fondas UAB and UAB Heavy Finance.

These agreements unlock loans to Lithuanian SMEs at preferential terms to support growth, create jobs and speed up the transition to a carbon-neutral economy.

In 2024, the EIF also invested €50 million in IAM CEE Student Housing Fund, an infrastructure fund committed to building housing for up to 3,500 students in Central-Eastern European countries including Lithuania, and €30 million in INVL Private Equity Fund II, a private equity fund dedicated to boosting investments in high-growth SMEs mainly in Lithuania.

Background information

EIB

The European Investment Bank (ElB) is the long-term lending institution of the European Union, owned by its Member States. It finances investments that contribute to EU policy objectives. EIB projects bolster competitiveness, drive innovation, promote sustainable development, enhance social and territorial cohesion, and support a just and swift transition to climate neutrality.

The EIB Group, which also includes the European Investment Fund (EIF), signed a total of €88 billion in new financing for over 900 projects in 2023. These commitments are expected to mobilise around €320 billion in investment, supporting 400 000 companies and 5.4 million jobs.

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

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

MIL OSI Europe News –

January 31, 2025

MIL-OSI Europe: Finland financing from EIB Group more than doubles in 2024 to €2.3 billion

Source: European Investment Bank

EIB Group investments in Finland rose to €2.3 billion in 2024 from €992 million the year before.
Financing boost of 132% supported 1,800 Finnish SMEs and Mid-Caps and sustained 40,000 jobs in the country.
Most funding went to green projects and business innovation.

The European Investment Bank (EIB) Group’s financing in Finland more than doubled to €2.3 billion in 2024, with the bulk of funds aimed at accelerating the green transition and business innovation in the country. The EIB Group’s pledges last year represent a 132% increase from €992 million in 2023.

The financing in Finland last year included €1.7 billion from the EIB and €606 million from the European Investment Fund (EIF) arm, which focuses on supporting Europe’s micro companies and small and medium-sized enterprises (SMEs).

The EIB Group’s funding in Finland in 2024 supported 1,800 SMEs and Mid-Caps, sustained 40,000 jobs and covered 21 investment initiatives across the country. The amount is expected to trigger €5.1 billion of total investment, equivalent to 1.9% of Finnish gross domestic product (GDP).

“Our significant investments in 2024 underscore our unwavering commitment to Finland’s economic growth and resilience,” said EIB Vice-President Thomas Östros. “By financing a diverse array of projects from cutting-edge healthcare to pioneering renewable-energy solutions, we are not just supporting Finland’s present needs but also building a brighter, more sustainable future. “

Driving innovation and sustainability

In 2024, half of the EIB Group’s funding in Finland was allocated to the green transition and a third to business innovation. This marks a 215% rise in support for Finnish sustainability and innovation compared with the previous year.

“Finland stands as a leading example of innovation and sustainability in Europe,” said Östros.

The EIB Group’s financing in Finland last year targeted a range of sectors including industrial investments, energy, education and healthcare.

Key green transition and innovation projects

Green transition and innovation projects backed by the EIB last year included a €168 million investment in the Keliber lithium project to enhance the EU’s battery material supply for electric vehicles and high-tech industries. Additionally, Prysmian’s factory in Pikkala received more than €221 million in EIB funding to expand its production of extra-high-voltage submarine power cables, supporting the EU’s clean energy-transmission goals.

Furthermore, the EIB invested €150 million to replace Helsinki’s fossil-based heating plants with renewable energy, supporting the city’s sustainability and carbon-reduction efforts as part of REPowerEU. In addition, the EIB provided a €435 million loan to Stora Enso for producing sustainable packaging at the Oulu factory, promoting a circular economy with renewable materials.

Lastly, Swappie received a €14 million venture-debt loan to refurbish and resell iPhones, reducing electronic waste and extending the lifecycle of devices, making high-quality technology more accessible.

Empowering SMEs and Mid-Caps

The EIB Group’s support for Finnish SMEs and Mid-Caps last year included a €200 million partnership with Finnvera. This initiative aimed to tackle barriers to accessing finance by sharing risks associated with economic uncertainties such as inflation, high interest rates, limited external growth opportunities, and unpredictable energy supplies.

For its part, the EIF collaborated with leading Finnish banks to provide over €560 million in loan guarantees last year. This substantial financing empowers SMEs, small Mid-Caps and housing associations to advance Finland’s climate goals, promote environmental sustainability and invest in innovation and digitalisation. In addition, the EIF made two new commitments in Finnish venture capital and private equity funds.

Investing in public infrastructure

The EU bank prioritised healthcare and education infrastructure in 2024, making significant investments in Finland’s public sector. A €100 million loan will upgrade Helsinki’s Laakso hospital, providing state-of-the-art medical services. Thousands of children in Tuusula will benefit from modern schools funded by a €105 million EIB loan. Additionally, the EIB is financing water-infrastructure projects in the Helsinki area, promoting sustainable water management, one of the key priorities of the bank.

Over the past five years, the EIB Group has provided nearly €8.6 billion in financing for Finland, highlighting the organisation’s dedication to the country’s economic growth and development.

For more information on EIB Group results in 2024, please click here.

Background information

EIB

The European Investment Bank (ElB) is the long-term lending institution of the European Union, owned by its Member States. It finances investments that contribute to EU policy objectives. EIB projects bolster competitiveness, drive innovation, promote sustainable development, enhance social and territorial cohesion, and support a just and swift transition to climate neutrality.

The EIB Group, which also includes the European Investment Fund (EIF), signed a total of €88 billion in new financing for over 900 projects in 2023. These commitments are expected to mobilise around €320 billion in investment, supporting 400 000 companies and 5.4 million jobs.

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

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

MIL OSI Europe News –

January 31, 2025

MIL-OSI Europe: Estonia financing from EIB Group totals €498 million in 2024, fuelling business innovation and green growth

Source: European Investment Bank

EIB Group financing in Estonia totalled €498 million last year.
Funding supported 800 Estonian companies and sustained 4,300 jobs.
The level of EIB Group funding in Estonia was among the highest in the EU as a share of GDP.
Most support directed towards green innovation and urban sustainability.

The European Investment Bank (EIB) Group’s financing in Estonia last year amounted to €498 million, representing 1.3% of Estonia’s GDP. This was the second highest in the European Union as a share of gross domestic product (GDP). This support helped hundreds of businesses grow and contributed to making the country greener, generating nearly €2.2 billion in additional investments.

The EIB Group commitments last year in Estonia supported 800 SMEs as well as Mid-Caps and sustained 4,300 jobs across the country. The main operation was a €400 million EIB loan to the Estonian government for EU grants co-financing, including for green and digital initiatives.

“Estonia’s dedication to innovation and sustainability is an example for all,” said EIB Vice-President Thomas Östros. “Our financing in the country last year highlights our commitment to propelling Estonian economic, green and digital advances.”

The level of EIB Group funding in Estonia last year exceeded an annual average of €433 million in the country over the past five years. For example, EIB Group financing in Estonia amounted to €540 million in 2023 and €111 million in 2022.

To deepen its relationship with Estonia, the EIB Group plans to open an office in Tallinn in 2025.

“This shows our long-term commitment to Estonia’s economic development and our desire to be closer to the communities we serve,” said Östros.

Key operations

The €400 million EIB loan to the Estonian government aims to boost green and digital initiatives and deliver multiple benefits, including energy efficiency improvements and the digitalisation of public and private organisations. This credit marks the second and final tranche of a €700 million EIB loan to bolster the Estonian economy.

In a venture capital deal last year, the EIB provided UP Catalyst with an €18 million loan to scale up the converting of industrial emissions of carbon dioxide (CO₂) into carbon-neutral graphite and nanotubes – high-performance materials used in batteries, electronics, paints, coatings, polymers and concrete.

Additionally, as part of multi-country operations in 2024, the EIB offered Finland-based iPhone refurbisher Swappie €1.4 million of financing in Estonia to refurbish and resell handsets and provided €2.4 million in funding to Italian automotive company SAPA to develop sustainable vehicle parts in Estonia.

Notable European Investment Fund (EIF) operations in Estonia last year included support for businesses through deals with various banks and financial institutions, such as LHV Pank, Swedbank, and Hüpoteeklaen. These operations are expected to leverage almost €600 million in financing to support business growth, create jobs, and accelerate the transition to a carbon-neutral economy.

For more information on EIB Group results in 2024, please click here.

Background information

EIB

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

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

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

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

MIL OSI Europe News –

January 31, 2025

MIL-OSI Europe: EIB Group achieves record results in 2024, targets €95 billion in investments for 2025

Source: European Investment Bank

The EIB Group supported a record of over €100 billion in new investment for Europe’s energy security in 2024.
A record of nearly 60% of all EIB Group financing supported the green transition, climate action and environmental sustainability.
There was a sharp increase in higher-risk activities, with a record €8 billion committed for equity and quasi-equity investment.
Financing for security and defence projects doubled to €1 billion in 2024, with a further doubling planned in 2025.

The European Investment Bank (EIB) Group signed €89 billion in new financing last year. The Group made more investments than ever before to strengthen EU energy security, mobilising over €100 billion for projects in new and upgraded infrastructure such as grids and interconnectors, renewables, net-zero industries, efficiency and storage. Nearly 60% of the total financing supported the green transition, climate action and environmental sustainability.

Our preliminary results once again signal robust profitability. At the same time, higher-risk EIB operations to back Europe’s most innovative companies have sharply increased. A record €8 billion in equity and quasi-equity investment from the EIB and the European Investment Fund (EIF) is expected to mobilise €110 billion in growth capital for startups, scale-ups and European pioneers.

Eligible security and defence investment doubled in 2024, and the goal is to double this figure again this year. Furthermore, the EIB Group significantly extended its eligible investments in dual-use projects, which now include border protection, military mobility, de-mining and de-contamination, space, cybersecurity, anti-jamming equipment, seabed and critical infrastructure protection, research and development, and drones.

Looking ahead, the EIB Group plans to increase its overall investments to €95 billion in 2025, with flagship initiatives to support European tech champions and a dedicated TechEU programme, critical raw materials, water management, the energy efficiency of small and medium-sized companies, and a dedicated platform to promote sustainable and affordable housing.

In parallel with increasing its investment capacity and impact, the EIB Group is making significant progress in cutting red tape for clients and has shortened the time to market required to approve and deploy new investments. During 2024, it introduced simplified appraisal procedures covering more than 40% of its operations.

“We have broken records with our financing in 2024. We have made ourselves ready to support EU priorities in this new political mandate. And we will play an even more relevant role in 2025 – building on the excellent performance of the EIB Group to increase our impact, bolstering Europe’s security and competitiveness with strategic and ambitious investments,” said EIB Group President Nadia Calviño as she presented the annual operational results of the EIB Group in Brussels.

Making records

The EIB Group financing committed in 2024 is expected to power almost 15 million households with clean energy, create up to 1.5 million new jobs in Europe over the next few years, advance therapies against cancer, and help secure affordable housing from Croatia to Latvia.

In more detail, highlights from last year include:

Stepped up higher-risk activities, expected to mobilise about €110 billion in new investments. This includes a record €7.2 billion of investments by the EIF in the equity funds ecosystem, and €1 billion in venture debt by the EIB.
More than €14 billion in total investment deployed by the EIF to support Europe’s small businesses and innovators, including in 102 venture capital funds, such as a dedicated fund to back women-owned and gender-balanced startups in space and deep tech.
A record €51 billion – around 60% of last year’s investments – to support the green transition, climate action and environmental sustainability, from the world’s first zero-emissions tyre factory in Romania to support for sustainable mobility in Valencia, keeping the EIB Group well on track to meet its target of supporting €1 trillion in climate and environmental sustainability investment in the critical decade to 2030.
A record €31 billion to back EU energy security, including for efficiency, renewables, storage and electricity grids, which is expected to support over €100 billion in investment. Flagship initiatives include counter-guarantees to bolster European wind manufacturers, electric vehicle battery manufacturing in France and the Princess Elisabeth Island in Belgium. For grids and storage, financing rose to a record €8.5 billion, mobilising 40% of Europe’s total investment in that sector in 2024, including transmission network upgrades and interconnectors in Spain, Czechia and Germany.
Support for eligible security and defence projects doubled to €1 billion, including the deployment of dual-use satellites in Poland, port upgrades to meet the needs of NATO vessels in Denmark and investment by the EIF in dedicated private investment funds. A further doubling of annual investments to €2 billion is expected this year.
A record €38 billion to accelerate social and territorial cohesion, including credit lines for farmers in Romania, innovative startups in Greece and just transition projects in Estonia.
The EIB Group has also provided financial support to boost climate resilience and adaptation from post-landslide reconstruction in Italy to recovery investments in European regions affected by devastating floods.
With more than €2.2 billion disbursed since 2022, EIB Group investments in Ukraine are helping to repair schools, kindergartens and hospitals, upgrade transport and protect energy infrastructure, as well as support the private sector.

Beyond Ukraine, the EIB Group’s operations outside the European Union are supporting stability in the EU neighbourhood and partner countries on their path to EU membership, including with rail upgrades in countries such as Albania and Montenegro.

Supporting EU global priorities and helping strengthen Europe’s voice in the world, EIB Group financing also helps drought-stricken countries like Jordan to manage water supplies. Thanks to reinforced partnerships inside and outside the European Union, EIB investments are helping eliminate diseases like polio and support sustainable infrastructure around the world from Vietnam to India.

Ready for the challenges ahead

Under President Calviño, who took office in January 2024, the EIB Group has updated its internal policies and investment strategy to maximise impact and scale up support for shared European priorities.

Changes include:

A Strategic Roadmap, aligned with EU policies and agreed by the EU 27 Member States (the EIB’s shareholders) to focus resources on impactful investment on eight core priorities.
A revamped framework expanding the EIB Group’s activity in the areas of security and defence, with streamlined internal procedures and new partnerships with external stakeholders, such as the NATO Innovation Fund and the European Defence Agency.
EIB governors approved the increase of the gearing ratio, an outdated limit on EIB Group’s investments.[1] This will enable the EIB Group to make the necessary strategic investments to deliver on EU policy goals while preserving its leverage and capital ratios.
An action plan with building blocks for a deeper capital markets union.
Actions and proposals to cut red tape, improve the usability of EU sustainability reporting rules and optimise the use of EU budget instruments.
A stepped up time to market initiative to simplify internal processes and boost efficiency, enabling much faster approvals for new financing.
An action plan to improve transparency, accountability and well-being in the workplace, including the appointment of an ombudsperson to swiftly address common workplace issues and improve the working environment.

More relevant than ever in 2025

Looking ahead, the EIB Group Operational Plan covers up to €95 billion in new investment in 2025, supported by the Group’s stellar credit rating and strong capital position.

New initiatives aligned with the priorities of the new European Commission expected to be rolled out in 2025 include:

Maintaining a 60% green finance target.
Scaling up support for leading technologies, including clean-tech, artificial intelligence, chips, high-performance and quantum computing, health sciences and medical technologies, and Europe’s cutting-edge industrial capacity.
An exit platform to facilitate the listing of European scale-ups in EU markets or the acquisition of these promising innovators by European companies.
An extension of the highly successful European Tech Champions Initiative (ETCI) as part of the broader goal to boost equity and venture debt investments to scale up Europe’s innovative startups.
Further doubling of support for Europe’s security and defence industry
A pan-European investment platform for affordable and sustainable housing, together with the European Commission and increased financing for the housing sector.
Increasing investment for critical raw materials projects, such as the Keliber lithium production facility in Finland agreed last year.
A dedicated water programme of about €4.5 billion to focus investment on flood resilience, and to address water scarcity amid intensifying droughts.
New support for Europe’s farmers through agricultural insurance and other de-risking schemes, building on a €3 billion facility to improve access to financing for young farmers and women.
A €2.5 billion programme to scale up energy efficiency investments by small and medium-sized companies so they can lower their CO₂ emissions and electricity bills.

EIB Group press conference on annual results

Background information

The EIB Group is the financing institution of the European Union owned by its Member States. It supports investment contributing toward EU policy goals, including sustainable growth, social and territorial cohesion, innovation and security. It finances its operations in global capital markets and has been consistently profitable in its operations since its inception. The EIB Group is the pioneer and one of the largest issuers of green bonds, while all of its operations are aligned with the Paris Climate Agreement.

[1] Subject to final approval by the Council of the European Union.

MIL OSI Europe News –

January 31, 2025

MIL-OSI: Grayscale Launches Grayscale® Bitcoin Miners ETF (Ticker: MNRS)

Source: GlobeNewswire (MIL-OSI)

STAMFORD, Conn., Jan. 30, 2025 (GLOBE NEWSWIRE) — Grayscale, an asset management firm with extensive experience in crypto investing, today announced the launch of Grayscale® Bitcoin Miners ETF (Ticker: MNRS) (the “Fund”).

Grayscale® Bitcoin Miners ETF is Grayscale’s latest exchange-traded product offering investors exposure to Bitcoin miners and the Bitcoin mining ecosystem. The Fund specifically invests in companies that comprise the Indxx Bitcoin Miners Index, a proprietary index designed to measure the performance of global Bitcoin mining companies that generate the majority of their revenue from Bitcoin mining activities or mining-related hardware, software, services, and/or projects.

The Bitcoin mining industry is crucial for maintaining the Bitcoin network’s transparency and long-term security and the new Fund offers investors a way to gain exposure to companies supporting this mining ecosystem. This can be appealing to those seeking an alternative to direct Bitcoin investment, as well as to those who lack access or are not yet ready to invest directly in Bitcoin or digital assets but still want exposure to companies that, we believe are correlated to Bitcoin’s price in a familiar ETF wrapper.

“Grayscale® Bitcoin Miners ETF offers investors targeted exposure to Bitcoin Miners and the global Bitcoin Mining industry in a passively managed, rules-based, and index-tracked fund designed to evolve with the industry,” said David LaValle, Global Head of ETFs at Grayscale. “Bitcoin Miners, the backbone of the network, are well-positioned for significant growth as Bitcoin adoption and usage increases, making MNRS an appealing option for a diverse range of investors.”

For more information about MNRS, please visit: https://etfs.grayscale.com/mnrs

Investors should consider the investment objectives, risks, charges and expenses carefully before investing. For a prospectus or summary prospectus with this and other information about the Fund, please call (8CC)-775-0313 or visit our website at etfs.grayscale.com/mnrs. Read the prospectus or summary prospectus carefully before investing.

Investing involves risk and possible loss of principal. Shares of ETFs may trade at a premium or discount to their net asset value.

The Fund will not invest in digital assets directly or through the use of derivatives. The Fund also will not invest in initial coin offerings. The Fund may, however, have indirect exposure to digital assets by virtue of its investments in companies that use one or more digital assets as part of their business activities or that hold digital assets as proprietary investments. Because the Fund will not invest directly in any digital assets, it will not track price movements of any digital assets.

MNRS is distributed by Foreside Fund Services, LLC and Grayscale Advisors, LLC is the adviser.

About Grayscale

Grayscale Operating, LLC (“GSO”) enables investors to access the digital economy through a family of future-forward investment products. Founded in 2013, GSO has a decade-long track record and deep expertise as an asset management firm focused on crypto investing. Investors, advisors, and allocators turn to Grayscale for single asset, diversified, and thematic exposure. For more information, please follow @Grayscale or visit grayscale.com. GSO is the parent company of Grayscale Advisors, LLC.

Media Contact

press@grayscale.com

Client Contact

866-775-0313

info@grayscale.com

The MIL Network –

January 31, 2025

MIL-OSI: CSW Industrials Reports Record Fiscal 2025 Third Quarter Results

Source: GlobeNewswire (MIL-OSI)

DALLAS, Jan. 30, 2025 (GLOBE NEWSWIRE) — CSW Industrials, Inc. (Nasdaq: CSWI or the “Company”) today reported record results for the fiscal 2025 third quarter period ended December 31, 2024.

Fiscal 2025 Third Quarter Highlights (comparisons to fiscal 2024 third quarter)

Total revenue increased 10.7% to a third quarter record of $193.6 million, driven by inorganic growth of 8.7% from the recent acquisitions of Dust Free, PSP Products, and PF WaterWorks, and organic growth of 1.9%
Net income attributable to CSWI of $26.9 million, or $24.9 million adjusted, increased 48.9% to a third quarter record, compared to $16.7 million
Earnings per diluted share (“EPS”) of $1.60, or $1.48 adjusted, increased 38.2% to a third quarter record, compared to $1.07
Adjusted EBITDA grew 14.2% to a third quarter record of $42.0 million, including margin expansion for the third quarter of 70 bps to 21.7%

Fiscal 2025 Year-to-Date Highlights (comparisons to fiscal 2024 year-to-date period)

Total revenue increased 11.3% to $647.8 million, of which $34.1 million, or 5.9%, was inorganic growth from recent acquisitions, and 5.5%, or $31.7 million was organic growth
Net income attributable to CSWI of $101.6 million, or $99.5 million adjusted, increased 28.6% as compared to $77.4 million
EPS of $6.30, or $6.17 adjusted, improved 24.2% compared to $4.97
Adjusted EBITDA increased 16.6% to $168.1 million, including margin expansion of 120 bps to 26.0%
Invested $84.5 million in acquisitions and $11.7 million in organic capital expenditures, while returning total cash of $24.3 million to shareholders through share repurchases of $13.7 million and dividends of $10.6 million

Comments from the Chairman, President, and Chief Executive Officer

Joseph B. Armes, CSW Industrials’ Chairman, President, and Chief Executive Officer, commented, “I am very pleased to announce record revenue for the fiscal third quarter driven by the strategic acquisitions of Dust Free, PSP Products, and PF WaterWorks during the last twelve months as well as organic volume growth. Impressively, the team also achieved record net income, adjusted earnings per diluted share, and adjusted EBITDA for the fiscal third quarter.”

Armes continued, “During the quarter, our disciplined allocation of capital continued with the acquisition of PF WaterWorks, bringing innovative, eco-friendly drain management solutions within the profitable plumbing end market to the CSWI family. The addition of these new products to our current portfolio fuels inorganic growth, additional organic growth over time, and increased market share.”

Fiscal 2025 Third Quarter Consolidated Results

Fiscal third quarter revenue was $193.6 million, a $18.7 million or 10.7% increase over the prior year period. Total revenue growth included $15.3 million or 8.7% inorganic growth contributed by the Dust Free, PSP, and PF WaterWorks acquisitions, which are all reported within the Contractor Solutions segment, with the remaining $3.4 million or 1.9% related to organic growth contributed from all three operating segments.

Gross profit in the fiscal third quarter was $80.1 million, representing 8.3% growth over $74.0 million in the prior year period. Gross margin contracted 90 bps to 41.4%, compared to 42.3% in the prior year period. The gross margin decrease was primarily a result of increased freight expense.

Operating expenses as a percentage of revenue were 26.1% or 25.6% adjusted to exclude the $0.9 million acquisition broker fee in the current period, which was lower than the prior year period of 26.5%. Operating expenses were $50.5 million or $49.7 million adjusted in the current year period, compared to $46.4 million in the prior year period, with leverage of revenue growth through the absorption of expenses related to recent acquisitions, additional spend on acquisition integration, and investments in team members to support ongoing revenue growth.

Operating income in the current period was $29.6 million or $30.5 million adjusted to exclude the acquisition broker fee, compared to $27.6 million in the prior year period. Operating income as a percentage of revenue was 15.3% or 15.7% adjusted, compared to 15.8% in the prior year period. The main driver of the slight decrease in operating margin was a result of the previously mentioned contraction in the gross margin, which was partially offset by improved leverage on operating expenses.

Interest income was $2.0 million, compared to interest expense of $2.8 million in the prior year period. The $4.8 million shift from interest expense to interest income was a result of having no debt outstanding during the quarter, as the outstanding balance on our revolver was fully repaid in second fiscal quarter 2025, augmented by interest income earned on the balance of net proceeds from the equity offering closed in the second fiscal quarter 2025.

Other expense was $0.3 million, compared to other expense of $8.4 million in the prior year period. A $0.9 million tax indemnification asset was released in the current period, as compared to $8.5 million of tax indemnification assets released in the prior year period.

Net income attributable to CSWI (net of non-controlling interest in the joint venture) increased to $26.9 million, compared to the prior year period of $9.2 million. Adjusted to exclude the release of the tax indemnification assets and uncertain tax position accruals in the current and prior periods, as well as the acquisition broker fee in the current period, adjusted net income was $24.9 million and adjusted EPS of $1.48 vs. $16.7 million and $1.07, an increase over the prior year period of 48.9% and 38.2%, respectively.

Fiscal 2025 third quarter adjusted EBITDA increased 14.2% to $42.0 million, up from $36.8 million in the prior year period. Adjusted EBITDA margin expanded 70 bps to 21.7%, compared to 21.0% in the prior year period.

The quarterly cash flows from operations of $11.6 million, compared to $47.0 million in the prior year period, were lower primarily due to a previously disclosed $16.8 million tax payment deferral from fiscal first half 2025 to fiscal third quarter 2025 under a temporary federal tax relief related to the severe storms and flooding in Texas in early calendar 2024. Additionally, increased investment in inventory during the third fiscal quarter 2025, compared to the prior year period, resulted from actions taken to mitigate certain supply chain issues that were expected to potentially arise in the first calendar quarter of 2025.

Following quarter-end, the Company announced its twenty-fourth consecutive regular quarterly cash dividend in the amount of $0.24 per share, which will be paid on February 14, 2025, to shareholders of record on January 31, 2025.

The Company’s effective tax rate for the fiscal third quarter was 13.8%, or 24.5% adjusted, as compared to 43.2% or 32.5% adjusted in the prior year period, when adjusted to exclude the previously disclosed release of tax indemnification assets and the uncertain tax position accruals for acquisitions in both periods, as well as the acquisition broker fee and related tax impact in the current period. The decrease in the adjusted tax rate was driven by a favorable foreign currency rate impact on the cumulative unrepatriated foreign earnings and an increased benefit related to vesting of employee equity awards.

Fiscal 2025 Third Quarter Segment Results

Contractor Solutions segment revenue was $132.2 million, a $16.7 million or 14.5% increase over the prior year period, comprised of inorganic growth of $15.3 million from the recent acquisitions of Dust Free, PSP Products, and PF WaterWorks (91.4% of the $16.7 million growth) and organic growth of $1.4 million from increased organic unit volumes. As compared to the prior year period, net revenue growth was driven by the HVAC/R, plumbing, and electrical end markets. Segment operating income improved to $26.8 million or $27.6 million adjusted to exclude the $0.9 million acquisition broker fee, compared to $25.8 million in the prior year period. The incremental profit resulted from revenue growth and the inclusion of recently acquired businesses and was partially offset by increased freight, including a freight expense alignment in the quarter and increased spending on business integrations. Segment operating income margin in the fiscal third quarter was 20.2% or 20.9% adjusted, compared to 22.3% in the prior year period. Segment adjusted EBITDA in the fiscal third quarter was $37.5 million, or 28.4% of revenue, compared to $33.0 million, or 28.6% of revenue in the prior year period.

Specialized Reliability Solutions segment revenue was $34.6 million, a $0.9 million or 2.5% increase from the prior year period. The increased net revenue was driven by growth in the general industrial and rail end markets. Segment operating income improved to $5.2 million, as compared to $3.7 million in the prior year period, an increase of 40.1%. Segment operating income margin for the fiscal third quarter improved to 15.2%, compared to the prior year period of 11.1% as a result of manufacturing efficiencies and management of operating expenses. Segment EBITDA improved by 26.5% to $6.6 million in the fiscal third quarter, with an EBITDA margin of 19.1% as compared to 15.4% in the prior year period.

Engineered Building Solutions segment revenue was $28.8 million, a 3.4% increase compared to $27.9 million in the prior year period. Segment operating income was $3.6 million, or 12.6% of revenue, as compared to the prior year period of $3.5 million, or 12.7% of revenue. Segment EBITDA and EBITDA margin improved slightly to $4.1 million and 14.2%, respectively, in the fiscal third quarter, compared to $4.0 million and 14.2%, respectively, in the prior year period.

Fiscal 2025 Year-to-Date Consolidated Results

Fiscal year-to-date revenue was $647.8 million, representing 11.3% growth over $582.0 million in the prior year period, with growth in all three reporting segments. Of the $65.8 million total growth, $31.7 million (5.5% of the 11.3% total growth) resulted from organic growth, with the remainder ($34.1 million) contributed by the Dust Free, PSP Products, and PF WaterWorks acquisitions.

Gross profit in the fiscal year-to-date period was $291.4 million, representing $34.3 million or 13.3% growth from $257.1 million in the prior year period, with the incremental profit resulting predominantly from revenue growth driven by increased organic unit volumes, a slight increase from pricing actions, and the recent acquisitions. Gross margin was 45.0%, compared to 44.2% in the prior year period. The gross margin improvement was a result of leveraging the volume increase, favorable product mix, and a slight favorable impact from pricing actions.

Operating expenses as a percentage of revenue were 24.0% or 23.8% adjusted, compared to 24.5% in the prior year period, as the increase in revenue growth outpaced the increase in operating expenses. Operating expenses in the current year period were $155.2 million or $154.4 million adjusted to exclude the $0.9 million acquisition broker fee, compared to $142.3 million in the prior year period. The additional expenses were related to employee compensation and recent acquisition expenses including amortization of intangible assets, business development expenses, and integration costs.

In the current period, operating income was $136.2 million or $137.1 million adjusted, compared to $114.8 million in the prior year period. The incremental operating income resulted from the gross profit increase, partially offset by the operating expense increase detailed above. Operating income margin in the current period improved to 21.0% or 21.2% adjusted, compared to the prior year period of 19.7%. During the comparative periods, the strengthened operating margin was due to the improvement in gross margin combined with the management of operating expenses.

Interest expense was $1.9 million, compared to interest expense of $10.1 million in the prior year period. The decrease of $8.2 million was a result of a lower debt balance throughout the first half of the year, then fully repaying the outstanding balance borrowed against our revolver during the second fiscal quarter 2025. Additionally, during the second and third fiscal quarters, the Company recognized interest income earned from the remaining net proceeds of the equity offering that closed in second fiscal quarter 2025.

Other expense was $0.7 million, compared to $6.2 million in the prior year period. The change in other expense of $5.5 million was primarily due to a $0.9 million tax indemnification asset was released in the current period, as compared to $8.5 million of tax indemnification assets released in the prior period, in addition to a gain of $1.4 million reported in the prior year period in connection with the sale of a property previously held for investment that did not recur. The remaining variance is a result of foreign currency impact related to transactions in currencies other than functional currencies.

In the current period, reported net income attributable to CSWI improved 45.4% to $101.6 million, or $6.30 per diluted share. Adjusted net income attributable to CSWI was $99.5 million, or $6.17 per diluted share. In the prior year period, adjusted net income attributable to CSWI was $77.4 million, or $4.97 per diluted share.

Fiscal 2025 year-to-date adjusted EBITDA increased 16.6% to $168.1 million from $144.2 million in the prior year period. Adjusted EBITDA as a percentage of revenue improved 120 bps to 26.0%, compared to 24.8%, in the prior year period.

Net cash provided by operating activities for the fiscal 2025 year-to-date period was $141.1 million, compared to $141.9 million in the prior year-to-date period, a 0.6% decrease compared to the prior year period. The Company paid down all $166.0 million of debt in the first half utilizing our record cash flow from operations and net proceeds from the follow-on equity offering, while also returning a total of $24.3 million in cash to shareholders through $10.6 million in dividends and $13.7 million in share repurchases utilizing our outstanding cash flow from operations.

The Company’s effective tax rate for the fiscal year-to-date period was 23.3% on a GAAP basis, and 25.8% as adjusted.

Fiscal 2025 Year-to-Date Segment Results

Contractor Solutions segment revenue was $451.4 million, a $56.1 million or 14.2% increase from the prior year period. Revenue growth was comprised of inorganic growth from Dust Free, PSP Products, and PF WaterWorks acquisitions ($34.1 million, or 8.6%, of the total growth), and organic growth of $22.1 million (5.6% of the total 14.2% growth) due to increased unit volumes and a slight increase from pricing actions. As compared to the prior year period, net revenue growth was driven primarily by the HVAC/R, plumbing, and electrical end markets. Segment operating income in the current year period was $122.9 million or $123.8 million adjusted to exclude the $0.9 million acquisition broker fee, compared to $104.4 million in the prior year period. The incremental profit resulted from the increased unit volumes, favorable product mix, pricing actions, and the inclusion of recent acquisitions. This growth was partially offset by increased freight expense, increased employee compensation expense, and business integration costs as the segment builds out the infrastructure to support continued growth, and increased expenses related to the inclusion of Dust Free, PSP Products, and PF WaterWorks in the current period, including amortization of intangible assets.

Contractor Solutions segment operating income margin was 27.2% or 27.4% adjusted, compared to 26.4% in the prior year period, an increase of 80 bps, driven primarily by increased operating leverage from the additional volume, favorable product mix and pricing actions, combined with the management of operating expenses. Segment adjusted EBITDA in the current period was $149.4 million, or 33.1% of revenue, compared to $126.4 million, or 32.0% of revenue in the prior year period.

Specialized Reliability Solutions segment revenue grew to $109.9 million, a $1.9 million or 1.7% increase over the prior year period of $108.0 million, primarily due to increased unit volumes, with growth in the rail transportation and industrial end markets offset by a decrease in mining and energy end markets. In the current year period, segment operating income improved by 17.2% to $18.2 million, or 16.6% of revenue, compared to the prior year period of $15.5 million, or 14.4% of revenue. Improved segment operating income was primarily a result of a favorable inventory adjustment as well as the increased volume. Segment EBITDA in the current period was $22.2 million, or 20.2% of revenue, compared to $19.9 million, or 18.5% of revenue in the prior year period.

Engineered Building Solutions segment revenue was $92.4 million, a $7.7 million or 9.1% increase over the prior year period, primarily due to the conversion of backlog into revenue and market expansion. Segment operating income increased 18.6% to $15.5 million, or 16.7% of revenue, compared to the prior year period of $13.0 million, or 15.4% of revenue, due to the increased net revenue and improved operating leverage, offset by increased employee expenses to support revenue growth. Segment EBITDA in the current period was $16.9 million, or 18.3% of revenue, compared to $14.4 million, or 17.0% of revenue in the prior year period.

All percentages are calculated based upon the attached financial statements. Share count used in determining the diluted EPS is based on a weighted average of outstanding shares throughout the reporting period.

Conference Call Information

The Company will host a conference call today at 10:00 a.m. ET to discuss the results, followed by a question-and-answer session for the investment community. A live webcast of the call can be accessed at https://cswindustrials.gcs-web.com/. To access the call, participants may dial 1-877-407-0784, international callers may use 1-201-689-8560, and request to join the CSW Industrials earnings call.

A telephonic replay will be available shortly after the conclusion of the call and until Thursday, February 13, 2025. Participants may access the replay at 1-844-512-2921, international callers may use 1-412-317-6671 and enter access code 13750887. The call will also be available for replay via webcast link on the Investors portion of the CSWI website www.cswindustrials.com.

Safe Harbor Statement

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, effective tax rate, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations, and financial performance and condition.

The forward-looking statements included in this press release are based on our current expectations, projections, estimates, and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.

Non-GAAP Financial Measures

This press release includes an analysis of adjusted diluted earnings per share attributable to CSWI, adjusted net income attributable to CSWI, adjusted effective tax rate, adjusted operating income and free cash flows, which are non-GAAP financial measures of performance. Attributable to CSWI is defined to exclude the income attributable to the non-controlling interest in the Whitmore JV.

CSWI utilizes adjusted EBITDA (earnings before interest, tax, depreciation and amortization) as an additional consolidated, non-GAAP financial measure, which consists of consolidated net income including income attributable to the non-controlling interest in the Whitmore JV, adjusted to remove the impact of income taxes, interest expense, depreciation, amortization and impairment, and significant nonrecurring items.

For a reconciliation of these measures to the most directly comparable GAAP measures and for a discussion of why we consider these non-GAAP measures useful, see the “Reconciliation of Non-GAAP Measures” section of this release.

About CSW Industrials, Inc.

CSW Industrials is a diversified industrial growth company with industry-leading operations in three segments: Contractor Solutions, Specialized Reliability Solutions, and Engineered Building Solutions. CSWI provides niche, value-added products with two essential commonalities: performance and reliability. The primary end markets we serve with our well-known brands include: HVAC/R, plumbing, electrical, general industrial, architecturally-specified building products, energy, mining, and rail transportation. For more information, please visit www.cswindustrials.com.

Investor Relations

Alexa Huerta
Vice President, Investor Relations and Treasurer
214-489-7113
alexa.huerta@cswindustrials.com


CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
(Amounts in thousands, except per share amounts)		2024			2023			2024			2023
Revenues, net	$	193,649		$	174,967		$	647,752		$	581,980
Cost of revenues		(113,543	)		(100,986	)		(356,324	)		(324,873	)
Gross profit		80,106			73,981			291,428			257,107
Selling, general and administrative expenses		(50,511	)		(46,400	)		(155,224	)		(142,327	)
Operating income		29,595			27,581			136,204			114,780
Interest income (expense), net		1,976			(2,765	)		(1,884	)		(10,080	)
Other expense, net		(298	)		(8,428	)		(716	)		(6,188	)
Income before income taxes		31,273			16,388			133,604			98,512
Provision for income taxes		(4,315	)		(7,083	)		(31,175	)		(27,968	)
Net income		26,958			9,305			102,429			70,544
Less: Income attributable to redeemable noncontrolling interest		(10	)		(83	)		(839	)		(655	)
Net income attributable to CSW Industrials, Inc.	$	26,948		$	9,222		$	101,590		$	69,889

Net income per share attributable to CSW Industrials, Inc.
Basic	$	1.60		$	0.59		$	6.32		$	4.50
Diluted		1.60			0.59			6.30			4.49

Weighted average number of shares outstanding:
Basic		16,792			15,546			16,066			15,537
Diluted		16,872			15,596			16,136			15,578

CSW INDUSTRIALS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)

(Amounts in thousands, except for per share amounts)	December 31, 2024			March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	213,754		$	22,156
Accounts receivable, net of allowance for expected credit losses of $1,295 and $908, respectively		114,825			142,665
Inventories, net		202,764			150,749
Prepaid expenses and other current assets		32,120			15,840
Total current assets		563,463			331,410
Property, plant and equipment, net of accumulated depreciation of $112,906 and $103,515, respectively		94,208			92,811
Goodwill		266,941			247,191
Intangible assets, net		355,256			318,819
Other assets		70,327			53,095
Total assets	$	1,350,195		$	1,043,326

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	52,842		$	48,387
Accrued and other current liabilities		81,873			67,449
Total current liabilities		134,715			115,836
Long-term debt		—			166,000
Retirement benefits payable		1,082			1,114
Other long-term liabilities		150,181			125,298
Total liabilities		285,978			408,248
Commitments and contingencies (See Note 13)
Redeemable noncontrolling interest		20,194			19,355
Equity:
Common shares, $0.01 par value		177			164
Additional paid-in capital		497,906			137,253
Treasury shares, at cost (1,005 and 952 shares, respectively)		(115,367	)		(95,643	)
Retained earnings		674,036			583,075
Accumulated other comprehensive loss		(12,729	)		(9,126	)
Total equity		1,044,023			615,723
Total liabilities, redeemable noncontrolling interest and equity	$	1,350,195		$	1,043,326

CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Nine Months Ended December 31,
(Amounts in thousands)		2024			2023
Cash flows from operating activities:
Net income	$	102,429		$	70,544
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		10,714			10,077
Amortization of intangible and other assets		20,792			17,584
Provision for inventory reserves		1,779			2,541
Provision for doubtful accounts		946			544
Share-based compensation		10,237			8,555
Net gain on disposals of property, plant and equipment		(89	)		(1,336	)
Net pension benefit		49			50
Impairment of assets		—			90
Net deferred taxes		1,244			2,732
Changes in operating assets and liabilities:
Accounts receivable		32,316			17,846
Inventories		(42,536	)		7,796
Prepaid expenses and other current assets		(17,174	)		(6,720	)
Other assets		1,565			1,066
Accounts payable and other current liabilities		21,372			9,601
Retirement benefits payable and other liabilities		(2,575	)		944
Net cash provided by operating activities		141,069			141,914
Cash flows from investing activities:
Capital expenditures		(11,735	)		(11,668	)
Proceeds from sale of assets held for investment		—			1,665
Proceeds from sale of assets		153			157
Cash paid for investments		(2,500	)		—
Cash paid for acquisitions		(84,491	)		(5,284	)
Net cash used in investing activities		(98,573	)		(15,130	)
Cash flows from financing activities:
Borrowings on line of credit		32,723			72,308
Repayments of line of credit and term loan		(198,723	)		(172,308	)
Purchase of treasury shares		(20,935	)		(10,640	)
Proceeds from equity issuance		347,407			—
Dividends		(10,554	)		(8,855	)
Net cash provided by (used in) financing activities		149,918			(119,495	)
Effect of exchange rate changes on cash and equivalents		(816	)		(756	)
Net change in cash and cash equivalents		191,598			6,533
Cash and cash equivalents, beginning of period		22,156			18,455
Cash and cash equivalents, end of period	$	213,754		$	24,988

Reconciliation of Non-GAAP Measures

We use adjusted earnings per share attributable to CSWI, adjusted net income attributable to CSWI, adjusted operating income, adjusted effective tax rate, and adjusted EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue, cost of revenue, operating expense, operating income and net income attributable to CSWI, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. Free cash flow is a non-GAAP financial measure and is defined as cash flow from operations less capital expenditures. We also believe these measures are useful for investors to assess the operating performance of our business without the effect of non-recurring items. In the following tables, there could be immaterial differences in amounts presented due to rounding.


CSW INDUSTRIALS, INC.
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO CSWI TO ADJUSTED NET INCOME ATTRIBUTABLE TO CSWI
(Unaudited)

(Amounts in thousands)	Three months ended December 31,						Nine Months ended December 31,
		2024			2023			2024			2023
GAAP net income attributable to CSWI	$	26,948		$	9,222		$	101,591		$	69,889

Adjusting items, net of tax:
Reversal of tax indemnification receivable		858			8,519			858			8,519
Acquisition broker fee		642			—			642			—
Uncertain tax position accrual release		(3,549	)		(1,019	)		(3,549	)		(1,019	)
Adjusted net income attributable to CSWI	$	24,899		$	16,722		$	99,542		$	77,389

Net Income Attributable to CSW Industrials, Inc. per diluted common share	$	1.60		$	0.59		$	6.30		$	4.49

Adjusting Items, per dilutive common share:
Reversal of tax indemnification receivable		0.05			0.55			0.05			0.55
Acquisition broker fee		0.04			—			0.04			—
Uncertain tax position accrual release		(0.21	)		(0.07	)		(0.22	)		(0.07	)
Adjusted net income attributable to CSW Industrials, Inc. per dilutive common share	$	1.48		$	1.07		$	6.17		$	4.97

CSW INDUSTRIALS, INC.
RECONCILIATION OF EFFECTIVE TAX RATE TO ADJUSTED EFFECTIVE TAX RATE
(Unaudited)

(Amounts in thousands)	Three months ended December 31,						Nine Months ended December 31,
		2024			2023			2024			2023
GAAP income before tax	$	31,273		$	16,388		$	133,604		$	98,512
Adjusting items:
Reversal of tax indemnification receivable		858			8,519			858			8,519
Acquisition broker fee		860			—			860			—
Adjusted income before tax	$	32,991		$	24,907		$	135,322		$	107,031

GAAP provision for income tax	$	4,315		$	7,083		$	31,174		$	27,968
Adjusting items:
Uncertain tax position accrual release		3,549			1,019			3,549			1,019
Tax impact of acquisition broker fee		218			—			218			—
Adjusted provision for income tax	$	8,082		$	8,102		$	34,941		$	28,987

GAAP effective tax rate		13.8	%		43.2	%		23.3	%		28.4	%
Adjusted effective tax rate		24.5	%		32.5	%		25.8	%		27.1	%

CSW INDUSTRIALS, INC.
Reconciliation of Net Income Attributable to CSWI to Adjusted EBITDA
(unaudited)

(Amounts in thousands)	Three months ended December 31,						Nine Months ended December 31,
		2024			2023			2024			2023
Net Income attributable to CSWI	$	26,948		$	9,222		$	101,590		$	69,889
Plus: Income attributable to redeemable noncontrolling interest		10			83			838			655
Net Income	$	26,958		$	9,305		$	102,429		$	70,544

Adjusting Items:
Interest expense (income), net		(1,976	)		2,764			1,884			10,080
Income tax expense		4,315			7,083			31,174			27,968
Depreciation & amortization		11,012			9,134			30,896			27,094
EBITDA	$	40,309		$	28,286		$	166,384		$	135,686

EBITDA Adjustments:
Reversal of tax indemnification receivable		858			8,519			858			8,519
Acquisition broker fee		860			—			860			—
Adjusted EBITDA	$	42,027		$	36,805		$	168,102		$	144,205
Adjusted EBITDA % Revenue		21.7	%		21.0	%		26.0	%		24.8	%

CSW INDUSTRIALS, INC.
Reconciliation of Segment Operating Income to Segment Adjusted EBITDA
(unaudited)

(Amounts in thousands)	Three months ended December 31, 2024
	Contractor Solutions			Specialized Reliability Solutions			Engineered Building Solutions			Corporate and Other			Consolidated
Revenue, net	$	132,150		$	34,566		$	28,821		$	(1,889	)	$	193,649

Operating Income	$	26,756		$	5,238		$	3,645		$	(6,045	)	$	29,595
Adjusting Items:
Acquisition broker fee		860			—			—			—			860
Adjusted Operating Income	$	27,616		$	5,238		$	3,645		$	(6,045	)	$	30,455
% Revenue		20.9	%		15.2	%		12.6	%					15.7	%

Adjusting Items:
Other income (expense), net		(188	)		(17	)		38			(131	)		(298	)
Depreciation & amortization		9,179			1,366			420			48			11,012
Reversal of tax indemnification receivable		858			—			—			—			858
Adjusted EBITDA	$	37,466		$	6,587		$	4,102		$	(6,128	)	$	42,027
% Revenue		28.4	%		19.1	%		14.2	%					21.7	%

(Amounts in thousands)	Three months ended December 31, 2023
	Contractor Solutions			Specialized Reliability Solutions			Engineered Building Solutions			Corporate and Other			Consolidated
Revenue, net	$	115,412		$	33,711		$	27,861		$	(2,017	)	$	174,967

Operating Income	$	25,751		$	3,740		$	3,537		$	(5,447	)	$	27,581
% Revenue		22.3	%		11.1	%		12.7	%					15.8	%

Adjusting Items:
Other income (expense), net		(8,433	)		(9	)		(8	)		21			(8,428	)
Depreciation & amortization		7,178			1,477			437			42			9,134
Reversal of tax indemnification receivable		8,519			—			—			—			8,519
Adjusted EBITDA	$	33,015		$	5,208		$	3,966		$	(5,383	)	$	36,805
% Revenue		28.6	%		15.4	%		14.2	%					21.0	%

CSW INDUSTRIALS, INC.
Reconciliation of Segment Operating Income to Segment Adjusted EBITDA
(unaudited)

(Amounts in thousands)	Nine Months ended December 31, 2024
	Contractor Solutions			Specialized Reliability Solutions			Engineered Building Solutions			Corporate and Other			Consolidated
Revenue, net	$	451,403		$	109,893		$	92,387		$	(5,930	)	$	647,754

Operating Income	$	122,894		$	18,208		$	15,451		$	(20,348	)	$	136,204
Adjusting Items:
Acquisition broker fee		860			—			—			—			860
Adjusted Operating Income	$	123,754		$	18,208		$	15,451		$	(20,348	)	$	137,064
% Revenue		27.4	%		16.6	%		16.7	%					21.2	%

Adjusting Items:
Other income (expense), net		(335	)		(200	)		18			(200	)		(716	)
Depreciation & amortization		25,164			4,198			1,399			135			30,896
Reversal of tax indemnification receivable		858			—			—			—			858
Adjusted EBITDA	$	149,442		$	22,206		$	16,868		$	(20,413	)	$	168,102
% Revenue		33.1	%		20.2	%		18.3	%					26.0	%

(Amounts in thousands)	Nine Months ended December 31, 2023
	Contractor Solutions			Specialized Reliability Solutions			Engineered Building Solutions			Corporate and Other			Consolidated
Revenue, net	$	395,268		$	108,037		$	84,660		$	(5,984	)	$	581,980

Operating Income	$	104,443		$	15,534		$	13,029		$	(18,227	)	$	114,780
% Revenue		26.4	%		14.4	%		15.4	%					19.7	%

Adjusting Items:
Other income (expense), net		(7,686	)		(100	)		2			1,595			(6,188	)
Depreciation & amortization		21,118			4,512			1,332			132			27,094
Reversal of tax indemnification receivable		8,519			—			—			—			8,519
Adjusted EBITDA	$	126,394		$	19,947		$	14,363		$	(16,500	)	$	144,205
% Revenue		32.0	%		18.5	%		17.0	%					24.8	%

CSW INDUSTRIALS, INC.
Reconciliation of Operating Cash Flow to Free Cash Flow
(Unaudited)

(Amounts in thousands)	Three Months Ended December 31,						Nine Months ended December 31,
		2024			2023			2024			2023
Net cash provided by operating activities	$	11,600		$	46,978		$	141,069		$	141,914
Less: Capital expenditures		(3,148	)		(3,883	)		(11,735	)		(11,668	)
Free cash flow	$	8,452		$	43,095		$	129,334		$	130,246
Free cash flow % Adjusted EBITDA		20.1	%		117.1	%		76.9	%		90.3	%

The MIL Network –

January 31, 2025

MIL-OSI: Real Matters Reports First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

TORONTO, Jan. 30, 2025 (GLOBE NEWSWIRE) — Real Matters Inc. (TSX: REAL) (“Real Matters” or the “Company”), a leading network management services platform for the mortgage and insurance industries, today announced its financial results for the first quarter ended December 31, 2024.

“We reported consolidated revenue of $41.0 million in the first quarter, up 16% year-over-year, and consolidated Net Revenue^(A) increased 12% led by growth in all three segments. Refinance origination volumes in our U.S. Title segment were up 46% year-over-year and Net Revenue^(A) margins increased by 610 basis points,” said Real Matters Chief Executive Officer Brian Lang.

“There are now 8.8 million outstanding mortgages with interest rates above 6%, which represents a sizeable pool of potential refinance candidates. We are encouraged by the market opportunity we saw as a result of a short-term rally in rates in September – adding to our conviction of the market potential for refinance going forward. As a result, we are seeing broad pipeline movement; we are confident that we will have new, active franchise title clients in the coming months,” added Lang.

“We have a strong balance sheet, and we will continue to prudently manage our cost base to align with market conditions, ensuring we focus on growth as headwinds turn to tailwinds for our business. We are at a key inflection point for our title business,” concluded Lang.

Q1 2025 Highlights

Consolidated revenue of $41.0 million –16% year-over-year increase
Consolidated Net Revenue^(A) of $10.9 million – 12% year-over-year increase
Adjusted EBITDA^(A) loss of $1.7 million compared with loss of $1.1 million in Q1’24
Net income of $2.3 million up from net loss of $3.6 million in Q1’24
Launched five new clients
Significant operating leverage in Canadian segment – converted 90% of the incremental Net Revenue^(A) to Adjusted EBITDA^(A) in Q1’25
Cash and cash equivalents of $49.0 million and no outstanding debt as at December 31, 2024

Financial and Operational Summary

		Quarter ended
	2025				2024			2024			2024			2024		% Change¹
		Q1			Q4			Q3			Q2			Q1		Quarter over Quarter		Year over Year
Consolidated
Revenue	$	41.0		$	45.6		$	49.5		$	42.2		$	35.4		-10	%	16	%
Net Revenue^(A)	$	10.9		$	12.0		$	13.1		$	11.5		$	9.7		-10	%	12	%
Adjusted EBITDA^(A)	$	(1.7	)	$	0.6		$	1.7		$	0.7		$	(1.1	)	-395	%	-54	%
Net income (loss)	$	2.3		$	(0.2	)	$	1.7		$	2.1		$	(3.6	)	1,562	%	163	%
Net income (loss) per diluted share	$	0.03		$	0.00		$	0.02		$	0.03		$	(0.05	)	0	%	160	%
Adjusted Net (loss) income^(A)	$	(0.3	)	$	0.9		$	1.7		$	1.3		$	(1.2	)	-129	%	75	%
Adjusted Net (loss) income^(A) per diluted share	$	0.00		$	0.01		$	0.02		$	0.02		$	(0.02	)	-100	%	100	%

U.S. Appraisal segment
Revenue	$	29.4		$	33.8		$	37.5		$	32.6		$	26.8		-13	%	9	%
Net Revenue^(A)	$	7.8		$	9.0		$	10.3		$	9.2		$	7.5		-14	%	4	%
Net Revenue^(A) margin		26.5	%		26.7	%		27.6	%		28.3	%		27.9	%
Adjusted EBITDA^(A)	$	2.4		$	4.1		$	5.5		$	4.4		$	2.7		-41	%	-10	%
Adjusted EBITDA^(A) margin		30.9	%		45.2	%		53.2	%		47.9	%		35.8	%

U.S. Title segment
Revenue	$	2.5		$	2.4		$	2.1		$	2.0		$	2.0		4	%	25	%
Net Revenue^(A)	$	1.4			1.2		$	0.9			0.9		$	1.0		12	%	41	%
Net Revenue^(A) margin		53.4	%		49.8	%		43.6	%		44.0	%		47.3	%
Adjusted EBITDA^(A)	$	(1.8	)	$	(1.6	)	$	(1.9	)	$	(1.7	)	$	(1.6	)	-13	%	-11	%
Adjusted EBITDA^(A) margin		-132.3	%		-131.4	%		-209.8	%		-184.8	%		-167.9	%

Canadian segment
Revenue	$	9.1		$	9.4		$	9.9		$	7.6		$	6.6		-3	%	38	%
Net Revenue^(A)	$	1.7		$	1.8		$	1.9		$	1.4		$	1.2		-3	%	39	%
Net Revenue^(A) margin		18.9	%		18.9	%		19.0	%		18.9	%		18.8	%
Adjusted EBITDA^(A)	$	1.1		$	1.2		$	1.3		$	0.9		$	0.7		-5	%	62	%
Adjusted EBITDA^(A) margin		66.1	%		67.7	%		69.3	%		62.3	%		56.8	%

Corporate segment
Adjusted EBITDA^(A)	$	(3.4	)	$	(3.1	)	$	(3.2	)	$	(2.9	)	$	(2.9	)	-8	%	-20	%

Percentage change is calculated based on figures disclosed in our MD&A which are rounded to the nearest thousands of dollars.

Conference Call and Webcast
A conference call to review the results will take place at 10:00 a.m. (ET) on Thursday, January 30, 2025, hosted by Chief Executive Officer Brian Lang and Chief Financial Officer Rodrigo Pinto. An accompanying slide presentation will be posted to the Investor section of our website shortly before the call.

To access the call:

Participant Local (Toronto): (289) 819-1520
Participant Toll Free Dial-In Number: 1-800-549-8228
Conference ID: 15714

To listen to the live webcast of the call:

The webcast will be archived and a transcript of the call will be available in the Investor section of our website following the call.

(A) Non-GAAP Measures
The non-GAAP measures used in this news release, including Net Revenue, Adjusted EBITDA and Adjusted Net Income do not have a standardized meaning prescribed by IFRS® Accounting Standards and are therefore unlikely to be comparable to similar measures presented by other issuers. These non-GAAP measures are more fully defined and discussed in the Company’s MD&A for the three months ended December 31, 2024 under the heading “Non-GAAP measures”, which is incorporated by reference in this Press Release and available on SEDAR+ at www.sedarplus.ca.

Real Matters financial results for the three months ended December 31, 2024 are included in the unaudited interim condensed consolidated financial statements and the accompanying MD&A, each of which are available on SEDAR+ at www.sedarplus.ca. In addition, supplemental information is available on our website at www.realmatters.com.

Net Revenue represents the difference between revenues and transaction costs. Net Revenue margin is calculated as Net Revenue divided by Revenues. The reconciling items between net income or loss and Net Revenue were as follows:

								Quarter ended
		Q1 2025			Q4 2024			Q3 2024			Q2 2024			Q1 2024

Net income (loss)	$	2.3		$	(0.2	)	$	1.7		$	2.1		$	(3.6)
Operating expenses		12.7			12.6			11.8			11.2			11.6
Amortization		0.7			0.8			0.8			0.8			0.8
Restructuring expenses		0.4			–			–			–			–
Interest expense		0.1			0.1			0.1			0.1			0.1
Interest income		(0.5	)		(0.5	)		(0.5	)		(0.4	)		(0.4)
Net foreign exchange (gain) loss		(6.1	)		1.3			(0.9	)		(2.2	)		2.0
Loss (gain) on fair value of derivatives		1.7			(1.9	)		(0.1	)		0.1			(0.2)
Income tax (recovery) expense		(0.4	)		(0.2	)		0.2			(0.2	)		(0.6)
Net Revenue	$	10.9		$	12.0		$	13.1		$	11.5		$	9.7

Adjusted EBITDA represents net income or loss before stock-based compensation expense, amortization, restructuring expenses, interest expense, interest income, net foreign exchange gain or loss, gain or loss on fair value of derivatives and income tax expense or recovery. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Net Revenue. The reconciling items between net income or loss and Adjusted EBITDA were as follows:

								Quarter ended
		Q1 2025			Q4 2024			Q3 2024			Q2 2024			Q1 2024

Net income (loss)	$	2.3		$	(0.2	)	$	1.7		$	2.1		$	(3.6)
Stock-based compensation expense		0.1			1.2			0.4			0.4			0.8
Amortization		0.7			0.8			0.8			0.8			0.8
Restructuring expenses		0.4			–			–			–			–
Interest expense		0.1			0.1			0.1			0.1			0.1
Interest income		(0.5	)		(0.5	)		(0.5	)		(0.4	)		(0.4)
Net foreign exchange (gain) loss		(6.1	)		1.3			(0.9	)		(2.2	)		2.0
Loss (gain) on fair value of derivatives		1.7			(1.9	)		(0.1	)		0.1			(0.2)
Income tax (recovery) expense		(0.4	)		(0.2	)		0.2			(0.2	)		(0.6)
Adjusted EBITDA	$	(1.7	)	$	0.6		$	1.7		$	0.7		$	(1.1)

The reconciling items between net income or loss and Adjusted Net Income or Loss were as follows:

								Quarter ended
		Q1 2025			Q4 2024			Q3 2024			Q2 2024			Q1 2024

Net income (loss)	$	2.3		$	(0.2	)	$	1.7		$	2.1		$	(3.6)
Stock-based compensation expense		0.1			1.2			0.4			0.4			0.8
Amortization of intangibles		0.4			0.5			0.4			0.4			0.4
Restructuring expenses		0.4			–			–			–			–
Net foreign exchange (gain) loss		(6.1	)		1.3			(0.9	)		(2.2	)		2.0
Loss (gain) on fair value of derivatives		1.7			(1.9	)		(0.1	)		0.1			(0.2)
Related tax effects		0.9			–			0.2			0.5			(0.6)
Adjusted Net (Loss) Income	$	(0.3	)	$	0.9		$	1.7		$	1.3		$	(1.2)

Forward-Looking Information
This Press Release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Words such as “could”, “forecast”, “target”, “may”, “will”, “would”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “seek”, “believe”, “likely” and “predict” and variations of such words and similar expressions are intended to identify such forward-looking information, although not all forward-looking information contains these identifying words.

The forward-looking information in this Press Release includes statements which reflect the current expectations of management with respect to our business and the industry in which we operate and is based on management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management believes appropriate and reasonable in the circumstances. The forward-looking information reflects management’s beliefs based on information currently available to management, including information obtained from third party sources, and should not be read as a guarantee of the occurrence or timing of any future events, performance or results.

The forward-looking information in this Press Release is subject to risks, uncertainties and other factors that are difficult to predict and that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. A comprehensive discussion of the factors which could cause results or events to differ from current expectations can be found in the “Risk Factors” section of our Annual Information Form for the year ended September 30, 2024, which is available on SEDAR+ at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on the forward-looking information, which reflect our expectations only as of the date of this Press Release. Except as required by law, we do not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

About Real Matters
Real Matters is a leading network management services provider for the mortgage lending and insurance industries. Real Matters’ platform combines its proprietary technology and network management capabilities with tens of thousands of independent qualified field professionals to create an efficient marketplace for the provision of mortgage lending and insurance industry services. Our clients include top 100 mortgage lenders in the U.S. and some of the largest banks and insurance companies in Canada. We are a leading independent provider of residential real estate appraisals to the mortgage market and a leading independent provider of title services in the U.S. Headquartered in Markham (ON), Real Matters has principal offices in Buffalo (NY) and Middletown (RI). Real Matters is listed on the Toronto Stock Exchange under the symbol REAL. For more information, visit www.realmatters.com.

For more information:
Lyne Beauregard
Vice President, Investor Relations and Corporate Communications
Real Matters
lbeauregard@realmatters.com
416.994.5930

The MIL Network –

January 31, 2025

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

Source: GlobeNewswire (MIL-OSI)

COLUMBUS, Ohio, Jan. 30, 2025 (GLOBE NEWSWIRE) — Bread Financial Holdings, Inc.^® (NYSE: BFH), a tech-forward financial services company that provides simple, flexible payment, lending and saving solutions, today announced its fourth quarter and full year 2024 financial results. All earnings-related materials are now available at the company’s investor relations website, here.

Bread Financial President and Chief Executive Officer Ralph Andretta and Chief Financial Officer Perry Beberman will host a conference call at 8:30 a.m. ET today to discuss results. A link to the conference call will be available at the company’s investor relations website, and a replay will also be available there following the call.

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

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

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

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

Rachel Stultz — Media
Rachel.Stultz@breadfinancial.com

The MIL Network –

January 31, 2025

MIL-OSI: Form 8.5 (EPT/RI) – Thruvision Group plc

Source: GlobeNewswire (MIL-OSI)

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Name of exempt principal trader:	Investec Bank plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Thruvision Group plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Investec is Joint financial adviser to Thruvision Group plc
(d) Date dealing undertaken:	29^th January 2025
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state “N/A”	N/A

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
Ordinary shares	Sales	25,000	2.4	2.4

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
N/A	N/A	N/A	N/A	N/A

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A	N/A

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
N/A	N/A	N/A	N/A

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

Date of disclosure:	30^thJanuary 2025
Contact name:	Abhishek Gawde
Telephone number:	+91 9923757332

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

The MIL Network –

January 31, 2025

Category: Finance

Share this story