Category: GlobeNewswire

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    About Aimfinity Investment Corp. I

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

    Additional Information and Where to Find It

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

    Forward-Looking Statements

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

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

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

    No Offer or Solicitation

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

    Participants in the Solicitation

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

    Contact Information:

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

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

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

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

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

    Brown & Brown, Inc.
    Consolidated Statements of Income
    (in millions, except per share data; unaudited)
     
        Three Months Ended
    December 31,
        Twelve Months Ended
    December 31,
     
        2024     2023     2024     2023  
    REVENUES                        
    Commissions and fees   $ 1,161     $ 1,006     $ 4,705     $ 4,199  
    Investment income     22       18       93       52  
    Other income, net     1       2       7       6  
    Total revenues     1,184       1,026       4,805       4,257  
    EXPENSES                        
    Employee compensation and benefits     582       554       2,406       2,187  
    Other operating expenses     212       159       710       650  
    Gain on disposal     (1 )     (134 )     (31 )     (143 )
    Amortization     48       43       178       166  
    Depreciation     11       10       44       40  
    Interest     46       47       193       190  
    Change in estimated acquisition earn-out payables     11       (9 )     2       21  
    Total expenses     909       670       3,502       3,111  
    Income before income taxes     275       356       1,303       1,146  
    Income taxes     63       87       301       275  
    Net income before non-controlling interests     212       269       1,002       871  
    Less: Net income attributable to non-controlling interests     2             9        
    Net income attributable to the Company   $ 210     $ 269     $ 993     $ 871  
    Net income per share:                        
    Basic   $ 0.73     $ 0.94     $ 3.48     $ 3.07  
    Diluted   $ 0.73     $ 0.94     $ 3.46     $ 3.05  
    Weighted average number of shares outstanding:                        
    Basic     283       280       282       280  
    Diluted     284       282       284       281  
     
    Brown & Brown, Inc.
    Consolidated Balance Sheets
    (in millions, except per share data, unaudited)
     
        December 31,
    2024
        December 31,
    2023
     
    ASSETS            
    Current assets:            
    Cash and cash equivalents   $ 675     $ 700  
    Fiduciary cash     1,827       1,603  
    Short-term investments     10       11  
    Commission, fees, and other receivables     895       790  
    Fiduciary receivables     1,116       1,125  
    Reinsurance recoverable     1,527       125  
    Prepaid reinsurance premiums     520       462  
    Other current assets     354       314  
    Total current assets     6,924       5,130  
    Fixed assets, net     319       270  
    Operating lease assets     200       199  
    Goodwill     7,970       7,341  
    Amortizable intangible assets, net     1,814       1,621  
    Investments     19       21  
    Other assets     366       301  
    Total assets   $ 17,612     $ 14,883  
    LIABILITIES AND EQUITY            
    Current liabilities:            
    Fiduciary liabilities   $ 2,943     $ 2,727  
    Losses and loss adjustment reserve     1,543       131  
    Unearned premiums     577       462  
    Accounts payable     373       459  
    Accrued expenses and other liabilities     653       608  
    Current portion of long-term debt     225       569  
    Total current liabilities     6,314       4,956  
    Long-term debt less unamortized discount and debt issuance costs     3,599       3,227  
    Operating lease liabilities     189       179  
    Deferred income taxes, net     711       616  
    Other liabilities     362       326  
    Equity:            
    Common stock, par value $0.10 per share; authorized 560 shares; issued 306 shares and outstanding 286 shares at 2024, issued 304 shares and outstanding 285 shares at 2023, respectively     31       30  
    Additional paid-in capital     1,118       1,027  
    Treasury stock, at cost 20 shares at 2024 and 2023     (748 )     (748 )
    Accumulated other comprehensive loss     (109 )     (19 )
    Non-controlling interests     17        
    Retained earnings     6,128       5,289  
    Total equity     6,437       5,579  
    Total liabilities and equity   $ 17,612     $ 14,883  
     
    Brown & Brown, Inc.
    Consolidated Statements of Cash Flows
    (in millions, unaudited)
     
        Twelve Months Ended December 31,  
        2024     2023  
    Cash flows from operating activities:            
    Net income before non-controlling interests   $ 1,002     $ 871  
    Adjustments to reconcile net income before non-controlling interests to net cash provided by operating activities:            
    Amortization     178       166  
    Depreciation     44       40  
    Non-cash stock-based compensation     101       89  
    Change in estimated acquisition earn-out payables     2       22  
    Deferred income taxes     13       12  
    Net gain on sales/disposals of investments, businesses, fixed assets and customer accounts     (29 )     (140 )
    Payments on acquisition earn-outs in excess of original estimated payables     (37 )     (29 )
    Other     5       5  
    Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:            
    Commissions, fees and other receivables (increase)/decrease     (94 )     (106 )
    Reinsurance recoverable (increase)/decrease     (1,402 )     706  
    Prepaid reinsurance premiums (increase)/decrease     (58 )     (68 )
    Other assets (increase)/decrease     (98 )     (118 )
    Losses and loss adjustment reserve increase/(decrease)     1,411       (710 )
    Unearned premiums increase/(decrease)     115       50  
    Accounts payable increase/(decrease)     (47 )     260  
    Accrued expenses and other liabilities increase/(decrease)     35       43  
    Other liabilities increase/(decrease)     33       (83 )
    Net cash provided by operating activities     1,174       1,010  
    Cash flows from investing activities:            
    Additions to fixed assets     (82 )     (69 )
    Payments for businesses acquired, net of cash acquired     (890 )     (631 )
    Proceeds from sales of businesses, fixed assets and customer accounts     70       107  
    Purchases of investments     (7 )     (7 )
    Proceeds from sales of investments     11       13  
    Net cash used in investing activities     (898 )     (587 )
    Cash flows from financing activities:            
    Fiduciary receivables and liabilities, net     191       189  
    Payments on acquisition earn-outs     (117 )     (90 )
    Proceeds from long-term debt     599        
    Payments on long-term debt     (719 )     (251 )
    Deferred debt issuance costs     (5 )      
    Borrowings on revolving credit facility     500       420  
    Payments on revolving credit facility     (350 )     (320 )
    Issuances of common stock for employee stock benefit plans     44       40  
    Repurchase shares to fund tax withholdings for non-cash stock-based compensation     (55 )     (40 )
    Cash dividends paid     (154 )     (135 )
    Other financing activities     2        
    Net cash used in financing activities     (64 )     (187 )
    Effect of foreign exchange rate changes in cash and cash equivalents inclusive of fiduciary cash     (13 )     34  
    Net increase in cash and cash equivalents inclusive of fiduciary cash     199       270  
    Cash and cash equivalents inclusive of fiduciary cash at beginning of period     2,303       2,033  
    Cash and cash equivalents inclusive of fiduciary cash at end of period   $ 2,502     $ 2,303  
     

    Conference call, webcast and slide presentation

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

    About Brown & Brown

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

    Forward-looking statements

    This press release may contain certain statements relating to future results which are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. You can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and “continue” or similar words. We have based these statements on our current expectations about potential future events. Although we believe the expectations expressed in the forward-looking statements included in this press release are based upon reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. Many of these factors have previously been identified in filings or statements made by us or on our behalf. Important factors which could cause our actual results to differ, possibly materially from the forward-looking statements in this press release include but are not limited to the following items: the Company’s determination as it finalizes its financial results for the fourth quarter and full year 2024 that its financial results differ from the current preliminary unaudited numbers set forth herein; the inability to hire, retain and develop qualified employees, as well as the loss of any of our executive officers or other key employees; a cybersecurity attack or any other interruption in information technology and/or data security that may impact our operations or the operations of third parties that support us; acquisition-related risks that could negatively affect the success of our growth strategy, including the possibility that we may not be able to successfully identify suitable acquisition candidates, complete acquisitions, successfully integrate acquired businesses into our operations and expand into new markets; risks related to our international operations, which may result in additional risks or require more management time and expense than our domestic operations to achieve or maintain profitability; the requirement for additional resources and time to adequately respond to dynamics resulting from rapid technological change; the loss of or significant change to any of our insurance company relationships, which could result in loss of capacity to write business, additional expense, loss of market share or material decrease in our commissions; the effect of natural disasters on our profit-sharing contingent commissions, insurer capacity or claims expenses within our capitalized captive insurance facilities; adverse economic conditions, political conditions, outbreaks of war, disasters, or regulatory changes in states or countries where we have a concentration of our business; the inability to maintain our culture or a significant change in management, management philosophy or our business strategy; fluctuations in our commission revenue as a result of factors outside of our control; the effects of sustained inflation or higher interest rates; claims expense resulting from the limited underwriting risk associated with our participation in capitalized captive insurance facilities; risks associated with our automobile and recreational vehicle dealer services (“F&I”) businesses; changes in, or the termination of, certain programs administered by the U.S. federal government from which we derive revenues; the limitations of our system of disclosure and internal controls and procedures in preventing errors or fraud, or in informing management of all material information in a timely manner; the significant control certain shareholders have over the Company; changes in data privacy and protection laws and regulations or any failure to comply with such laws and regulations; improper disclosure of confidential information; our ability to comply with non-U.S. laws, regulations and policies; the potential adverse effect of certain actual or potential claims, regulatory actions or proceedings on our businesses, results of operations, financial condition or liquidity; uncertainty in our business practices and compensation arrangements with insurance carriers due to potential changes in regulations; regulatory changes that could reduce our profitability or growth by increasing compliance costs, technology compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and third-parties; increasing scrutiny and changing laws and expectations from regulators, investors and customers with respect to our environmental, social and governance practices and disclosure; a decrease in demand for liability insurance as a result of tort reform legislation; our failure to comply with any covenants contained in our debt agreements; the possibility that covenants in our debt agreements could prevent us from engaging in certain potentially beneficial activities; changes in the U.S.-based credit markets that might adversely affect our business, results of operations and financial condition; changes in current U.S. or global economic conditions, including an extended slowdown in the markets in which we operate; disintermediation within the insurance industry, including increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets; conditions that result in reduced insurer capacity; quarterly and annual variations in our commissions that result from the timing of policy renewals and the net effect of new and lost business production; intangible asset risk, including the possibility that our goodwill may become impaired in the future; future pandemics, epidemics or outbreaks of infectious diseases, and the resulting governmental and societal responses; other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission (“SEC”) filings; and other factors that the Company may not have currently identified or quantified. Assumptions as to any of the foregoing, and all statements, are not based upon historical fact, but rather reflect our current expectations concerning future results and events. Forward-looking statements that we make or that are made by others on our behalf are based upon a knowledge of our business and the environment in which we operate, but because of the factors listed above, among others, actual results may differ from those in the forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. We cannot assure you that the results or developments anticipated by us will be realized, or even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on these forward-looking statements. All forward-looking statements made herein are made only as of the date of this press release, and the Company does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware.

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

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

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

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

    Non-GAAP Revenue Measures

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

    Non-GAAP Earnings Measures

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

    Definitions Related to Certain Components of Non-GAAP Measures

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

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

    For more information:

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

    About Talen

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

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

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

    Forward-Looking Statements

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    Fourth Quarter 2024 Results

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

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

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

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

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

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

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

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

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

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

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

      Fourth Quarter 2024   Third Quarter 2024
    (in thousands, except per share data) Income Before Income Taxes   Income Tax Expense   Net Income   Diluted Earnings per Share   Income Before Income Taxes   Income Tax Expense(Benefit)   Net Income   Diluted Earnings per Share
    GAAP Earnings $ 10,776     $ 3,243     $ 7,533     $ 0.45     $ 11,499     $ 2,827     $ 8,672     $ 0.62  
    Add: Merger-Related Expenses   2,615       464       2,151           520       (37 )     557      
    Add: Non-recurring Equity and Debt Investment Write-Down   2,620             2,620                            
    Add: Initial IFH ACL Provision   4,194       1,025       3,169                            
    Non-GAAP Earnings $ 20,205     $ 4,732     $ 15,473     $ 0.92     $ 12,019     $ 2,790     $ 9,229     $ 0.66  
      Year Ended December 31, 2024
    (in thousands, except per share data) Income Before Income Taxes   Income Tax Expense   Net Income   Diluted Earnings per Share
    GAAP Earnings $ 41,832     $ 10,860     $ 30,972     $ 2.11  
    Add: Merger-Related Expenses   3,930       622       3,308      
    Add: Non-recurring Equity and Debt Investment Write-Down   2,620             2,620      
    Add: Initial IFH ACL Provision   4,194       1,025       3,169      
    Non-GAAP Earnings $ 52,576     $ 12,507     $ 40,069     $ 2.73  
                                   

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

    Fourth Quarter 2024 Highlights

    Earnings Summary

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

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

    Earnings Summary (Continued)

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

    Balance Sheet

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

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

    Financial Metrics

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

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

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

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

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

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

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

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

    Commercial Bank

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

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

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

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

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

    OpenSky

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

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

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

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

    Capital Bank Home Loans

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

    Windsor Advantage

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

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

    COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited            
                               
      Quarter Ended   4Q24 vs 3Q24   4Q24 vs 4Q23
    (in thousands, except per share data) December 31, 2024   September 30, 2024   December 31, 2023   $ Change   % Change   $ Change   % Change
    Earnings Summary                          
    Interest income $ 61,707     $ 52,610     $ 46,969     $ 9,097     17.3 %   $ 14,738     31.4 %
    Interest expense   17,380       14,256       12,080       3,124     21.9 %     5,300     43.9 %
    Net interest income   44,327       38,354       34,889       5,973     15.6 %     9,438     27.1 %
    Provision for credit losses   7,828       3,748       2,808       4,080     108.9 %     5,020     178.8 %
    Provision for (release of) credit losses on unfunded commitments   122       17       (106 )     105     617.6 %     228     (215.1 )%
    Noninterest income   11,913       6,635       5,936       5,278     79.5 %     5,977     100.7 %
    Noninterest expense   37,514       29,725       26,907       7,789     26.2 %     10,607     39.4 %
    Income before income taxes   10,776       11,499       11,216       (723 )   (6.3 )%     (440 )   (3.9 )%
    Income tax expense   3,243       2,827       2,186       416     14.7 %     1,057     48.4 %
    Net income $ 7,533     $ 8,672     $ 9,030     $ (1,139 )   (13.1 )%   $ (1,497 )   (16.6 )%
                                       
    Pre-tax pre-provision net revenue (“PPNR”) (1) $ 18,726     $ 15,264     $ 13,918     $ 3,462     22.7 %   $ 4,808     34.5 %
    PPNR, as adjusted(1) $ 23,961     $ 15,784     $ 13,918     $ 8,177     51.8 %   $ 10,043     72.2 %
                                       
    Common Share Data                                  
    Earnings per share – Basic $ 0.45     $ 0.62     $ 0.65     $ (0.17 )   (27.4 )%   $ (0.20 )   (30.8 )%
    Earnings per share – Diluted $ 0.45     $ 0.62     $ 0.65     $ (0.17 )   (27.4 )%   $ (0.20 )   (30.8 )%
    Earnings per share – Diluted, as adjusted(1) $ 0.92     $ 0.66     $ 0.65     $ 0.26     39.4 %   $ 0.27     41.5 %
    Weighted average common shares – Basic   16,595       13,914       13,897                  
    Weighted average common shares – Diluted   16,729       13,951       13,989                  
                               
    Return Ratios                          
    Return on average assets (annualized)   0.96 %     1.42 %     1.63 %                
    Return on average assets, as adjusted (annualized)(1)   1.97 %     1.51 %     1.63 %                
    Return on average equity (annualized)   8.50 %     12.59 %     14.44 %                
    Return on average equity, as adjusted (annualized)(1)   17.46 %     13.40 %     14.44 %                
    Return on average tangible common equity (annualized)(1)   9.47 %     12.59 %     14.44 %                
    Core return on average equity, as adjusted (annualized)(1)   17.68 %     13.40 %     14.44 %                
    Core return on average tangible common equity, as adjusted (annualized)(1)   19.19 %     13.40 %     14.44 %                

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

    COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited (Continued)  
                   
      Year Ended        
      December 31,        
    (in thousands, except per share data)   2024       2023     $ Change   % Change
    Earnings Summary              
    Interest income $ 213,301     $ 183,206     $ 30,095     16.4 %
    Interest expense   58,555       41,680       16,875     40.5 %
    Net interest income   154,746       141,526       13,220     9.3 %
    Provision for credit losses   17,720       9,610       8,110     84.4 %
    Provision for (release of) credit losses on unfunded commitments   385       (101 )     486     (481.2 )%
    Noninterest income   31,410       24,975       6,435     25.8 %
    Noninterest expense   126,219       110,767       15,452     14.0 %
    Income before income taxes   41,832       46,225       (4,393 )   (9.5 )%
    Income tax expense   10,860       10,354       506     4.9 %
    Net income $ 30,972     $ 35,871     $ (4,899 )   (13.7 )%
                     
    Pre-tax pre-provision net revenue (“PPNR”) (1) $ 59,937     $ 55,734     $ 4,203     7.5 %
    PPNR, as adjusted(1) $ 66,487     $ 55,734     $ 10,753     19.3 %
                     
    Common Share Data                
    Earnings per share – Basic $ 2.12     $ 2.56     $ (0.44 )   (17.2 )%
    Earnings per share – Diluted $ 2.11     $ 2.55     $ (0.44 )   (17.3 )%
    Earnings per share – Diluted, as adjusted(1) $ 2.73     $ 2.55          
    Weighted average common shares – Basic   14,584       14,003          
    Weighted average common shares – Diluted   14,660       14,081          
                   
    Return Ratios              
    Return on average assets (annualized)   1.21 %     1.64 %        
    Return on average assets, as adjusted (annualized)(1)   1.57 %     1.64 %        
    Return on average equity (annualized)   10.78 %     14.91 %        
    Return on average equity, as adjusted (annualized)(1)   13.94 %     14.91 %        

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

    COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited (Continued)        
                           
      Quarter Ended       Quarter Ended
      December 31,     September 30,   June 30,   March 31,
    (in thousands, except per share data)   2024       2023     % Change     2024       2024       2024  
    Balance Sheet Highlights                      
    Assets $ 3,206,911     $ 2,226,176       44.1 %   $ 2,560,788     $ 2,438,583     $ 2,324,238  
    Investment securities available-for-sale   223,630       208,329       7.3 %     208,700       207,917       202,254  
    Mortgage loans held for sale   21,270       7,481       184.3 %     19,554       19,219       10,303  
    Portfolio loans receivable (2)   2,630,163       1,903,288       38.2 %     2,107,522       2,021,588       1,964,525  
    Allowance for credit losses   48,652       28,610       70.1 %     31,925       30,832       29,350  
    Deposits   2,761,939       1,895,996       45.7 %     2,186,224       2,100,428       2,005,695  
    FHLB borrowings   22,000       22,000       %     52,000       32,000       22,000  
    Other borrowed funds   12,062       27,062       (55.4 )%     12,062       12,062       12,062  
    Total stockholders’ equity   355,139       254,860       39.3 %     280,111       267,854       259,465  
    Tangible common equity (1)   312,685       254,860       22.7 %     280,111       267,854       259,465  
                           
    Common shares outstanding   16,662       13,923       19.7 %     13,918       13,910       13,890  
    Book value per share $ 21.31     $ 18.31       16.4 %   $ 20.13     $ 19.26     $ 18.68  
    Tangible book value per share (1) $ 18.77     $ 18.31       2.5 %   $ 20.13     $ 19.26     $ 18.68  
    Dividends per share $ 0.10     $ 0.08       25.0 %   $ 0.10     $ 0.08     $ 0.08  

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

    Consolidated Statements of Income (Unaudited)        
      Three Months Ended Year Ended
    (in thousands) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023   December 31, 2024   December 31, 2023
    Interest income                          
    Loans, including fees $ 58,602     $ 50,047     $ 48,275     $ 45,991     $ 45,109     $ 202,915     $ 174,760  
    Investment securities available-for-sale   1,539       1,343       1,308       1,251       1,083       5,441       4,815  
    Federal funds sold and other   1,566       1,220       1,032       1,127       777       4,945       3,631  
    Total interest income   61,707       52,610       50,615       48,369       46,969       213,301       183,206  
                               
    Interest expense                          
    Deposits   16,385       13,902       13,050       12,833       11,759       56,170       39,625  
    Borrowed funds   995       354       508       528       321       2,385       2,055  
    Total interest expense   17,380       14,256       13,558       13,361       12,080       58,555       41,680  
                               
    Net interest income   44,327       38,354       37,057       35,008       34,889       154,746       141,526  
    Provision for credit losses   7,828       3,748       3,417       2,727       2,808       17,720       9,610  
    Provision for (release of) credit losses on unfunded commitments   122       17       104       142       (106 )     385       (101 )
    Net interest income after provision for credit losses   36,377       34,589       33,536       32,139       32,187       136,641       132,017  
    Noninterest income                          
    Service charges on deposits   241       235       200       207       240       883       964  
    Credit card fees   3,733       4,055       4,330       3,881       3,970       15,999       17,273  
    Mortgage banking revenue   1,821       1,882       1,990       1,453       1,166       7,146       4,896  
    Government lending revenue   2,301                               2,301        
    Government loan servicing revenue   3,993                               3,993        
    Loan servicing rights (government guaranteed)   1,013                               1,013        
    Non-recurring equity and debt investment write-down   (2,620 )                             (2,620 )      
    Other income   1,431       463       370       431       560       2,695       1,842  
    Total noninterest income   11,913       6,635       6,890       5,972       5,936       31,410       24,975  
    Noninterest expenses                          
    Salaries and employee benefits   16,513       13,345       13,272       12,907       11,638       56,037       48,754  
    Occupancy and equipment   2,976       1,791       1,864       1,613       1,573       8,244       5,673  
    Professional fees   2,150       1,980       1,769       1,947       1,930       7,846       9,270  
    Data processing   7,210       6,930       6,788       6,761       6,128       27,689       25,686  
    Advertising   1,032       1,223       2,072       2,032       1,433       6,359       6,161  
    Loan processing   969       615       476       371       198       2,431       1,633  
    Foreclosed real estate expenses, net         1             1             2       7  
    Merger-related expenses   2,615       520       83       712             3,930        
    Operational losses   993       1,008       782       931       1,490       3,714       4,613  
    Other operating   3,056       2,312       2,387       2,212       2,517       9,967       8,970  
    Total noninterest expenses   37,514       29,725       29,493       29,487       26,907       126,219       110,767  
    Income before income taxes   10,776       11,499       10,933       8,624       11,216       41,832       46,225  
    Income tax expense   3,243       2,827       2,728       2,062       2,186       10,860       10,354  
    Net income $ 7,533     $ 8,672     $ 8,205     $ 6,562     $ 9,030     $ 30,972     $ 35,871  
                                                           
    Consolidated Balance Sheets                  
      (unaudited)   (unaudited)   (unaudited)   (unaudited)   (audited)
    (in thousands, except share data) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
    Assets                  
    Cash and due from banks $ 25,433     $ 23,462     $ 19,294     $ 12,361     $ 14,513  
    Interest-bearing deposits at other financial institutions   179,841       133,180       117,160       72,787       39,044  
    Federal funds sold   58       58       57       56       407  
    Total cash and cash equivalents   205,332       156,700       136,511       85,204       53,964  
    Investment securities available-for-sale   223,630       208,700       207,917       202,254       208,329  
    Restricted investments   4,479       5,895       4,930       4,441       4,353  
    Loans held for sale   21,270       19,554       19,219       10,303       7,481  
    Portfolio loans receivable, net of deferred fees and costs   2,630,163       2,107,522       2,021,588       1,964,525       1,903,288  
    Less allowance for credit losses   (48,652 )     (31,925 )     (30,832 )     (29,350 )     (28,610 )
    Total portfolio loans held for investment, net   2,581,511       2,075,597       1,990,756       1,935,175       1,874,678  
    Premises and equipment, net   15,525       5,959       5,551       4,500       5,069  
    Accrued interest receivable   16,664       12,468       12,162       12,258       11,494  
    Goodwill   21,126                          
    Intangible assets   14,072                          
    Loan servicing assets   5,511                          
    Deferred tax asset   16,670       10,748       12,150       12,311       12,252  
    Bank owned life insurance   43,956       38,779       38,414       38,062       37,711  
    Other assets   37,165       26,388       10,973       19,730       10,845  
    Total assets $ 3,206,911     $ 2,560,788     $ 2,438,583     $ 2,324,238     $ 2,226,176  
                       
    Liabilities                  
    Deposits                  
    Noninterest-bearing $ 810,928     $ 718,120     $ 684,574     $ 665,812     $ 617,373  
    Interest-bearing   1,951,011       1,468,104       1,415,854       1,339,883       1,278,623  
    Total deposits   2,761,939       2,186,224       2,100,428       2,005,695       1,895,996  
    Federal Home Loan Bank advances   22,000       52,000       32,000       22,000       22,000  
    Other borrowed funds   12,062       12,062       12,062       12,062       27,062  
    Accrued interest payable   9,393       8,503       6,573       6,009       5,583  
    Other liabilities   46,378       21,888       19,666       19,007       20,675  
    Total liabilities   2,851,772       2,280,677       2,170,729       2,064,773       1,971,316  
                       
    Stockholders’ equity                  
    Common stock   167       139       139       139       139  
    Additional paid-in capital   128,598       55,585       55,005       54,229       54,473  
    Retained earnings   237,843       232,995       225,824       218,731       213,345  
    Accumulated other comprehensive loss   (11,469 )     (8,608 )     (13,114 )     (13,634 )     (13,097 )
    Total stockholders’ equity   355,139       280,111       267,854       259,465       254,860  
    Total liabilities and stockholders’ equity $ 3,206,911     $ 2,560,788     $ 2,438,583     $ 2,324,238     $ 2,226,176  
                                           

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

      Three Months Ended
    December 31, 2024
      Three Months Ended
    September 30, 2024
      Three Months Ended
    December 31, 2023
      Average
    Outstanding
    Balance
      Interest Income/
    Expense
      Average
    Yield/
    Rate(1)
      Average
    Outstanding
    Balance
      Interest Income/
    Expense
      Average
    Yield/
    Rate(1)
      Average
    Outstanding
    Balance
      Interest Income/
    Expense
      Average
    Yield/
    Rate(1)
      (in thousands)
    Assets                                  
    Interest earning assets:                                  
    Interest-bearing deposits $ 140,206     $ 1,446       4.10 %   $ 91,089     $ 1,137       4.97 %   $ 65,336     $ 680       4.13 %
    Federal funds sold   58                   57       1       6.98       1,574       21       5.29  
    Investment securities available-for-sale   236,951       1,539       2.58       221,303       1,343       2.41       223,132       1,083       1.93  
    Restricted investments   7,292       120       6.55       4,911       82       6.64       4,518       76       6.67  
    Loans held for sale   25,614       193       3.00       9,967       161       6.43       4,601       83       7.16  
    Portfolio loans receivable(2)(3)   2,592,960       58,409       8.96       2,053,619       49,886       9.66       1,863,298       45,026       9.59  
    Total interest earning assets   3,003,081       61,707       8.17       2,380,946       52,610       8.79       2,162,459       46,969       8.62  
    Noninterest earning assets   117,026               56,924               40,020          
    Total assets $ 3,120,107             $ 2,437,870             $ 2,202,479          
                                       
    Liabilities and Stockholders’ Equity                                  
    Interest-bearing liabilities:                                  
    Interest-bearing demand accounts $ 257,446       424       0.66     $ 228,365       321       0.56     $ 195,539       90       0.18  
    Savings   13,497       20       0.59       4,135       5       0.48       5,184       2       0.15  
    Money market accounts   763,526       7,131       3.72       698,239       7,442       4.24       680,697       7,139       4.16  
    Time deposits   847,618       8,810       4.13       479,824       6,134       5.09       380,731       4,528       4.72  
    Borrowed funds   97,116       995       4.08       43,655       354       3.23       41,823       321       3.05  
    Total interest-bearing liabilities   1,979,203       17,380       3.49       1,454,218       14,256       3.90       1,303,974       12,080       3.68  
    Noninterest-bearing liabilities:                                  
    Noninterest-bearing liabilities   58,460               28,834               27,529          
    Noninterest-bearing deposits   729,907               680,731               622,941          
    Stockholders’ equity   352,537               274,087               248,035          
    Total liabilities and stockholders’ equity $ 3,120,107             $ 2,437,870             $ 2,202,479          
                                       
    Net interest spread           4.68 %             4.89 %             4.94 %
    Net interest income     $ 44,327             $ 38,354             $ 34,889      
    Net interest margin(4)           5.87 %             6.41 %             6.40 %

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

      Year Ended December 31,
        2024       2023  
      Average
    Outstanding
    Balance
      Interest Income/
    Expense
      Average
    Yield/
    Rate(1)
      Average
    Outstanding
    Balance
      Interest Income/
    Expense
      Average
    Yield/
    Rate(1)
      (in thousands)
    Assets                      
    Interest earning assets:                      
    Interest-bearing deposits $ 98,319     $ 4,569       4.65 %   $ 70,407     $ 3,211       4.56 %
    Federal funds sold   57       3       5.26       1,597       74       4.63  
    Investment securities available-for-sale   228,909       5,441       2.38       245,466       4,815       1.96  
    Restricted investments   5,563       373       6.71       5,016       346       6.90  
    Loans held for sale   12,121       569       4.69       5,755       382       6.64  
    Portfolio loans receivable(2)(3)   2,142,638       202,346       9.44       1,816,968       174,378       9.60  
    Total interest earning assets   2,487,607       213,301       8.57       2,145,209       183,206       8.54  
    Noninterest earning assets   66,442               43,090          
    Total assets $ 2,554,049             $ 2,188,299          
                           
    Liabilities and Stockholders’ Equity                      
    Interest-bearing liabilities:                      
    Interest-bearing demand accounts $ 221,437     $ 1,003       0.45 %   $ 201,194     $ 298       0.15 %
    Savings   6,732       27       0.40       5,768       8       0.14  
    Money market accounts   704,002       28,741       4.08       642,013       23,510       3.66  
    Time deposits   561,369       26,399       4.70       360,464       15,809       4.39  
    Borrowed funds   63,686       2,385       3.74       59,302       2,055       3.47  
    Total interest-bearing liabilities   1,557,226       58,555       3.76       1,268,741       41,680       3.29  
    Noninterest-bearing liabilities:                      
    Noninterest-bearing liabilities   34,043               24,026          
    Noninterest-bearing deposits   675,360               655,013          
    Stockholders’ equity   287,420               240,519          
    Total liabilities and stockholders’ equity $ 2,554,049             $ 2,188,299          
                           
    Net interest spread           4.81 %             5.25 %
    Net interest income     $ 154,746             $ 141,526      
    Net interest margin(4)           6.22 %             6.60 %

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

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

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

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

    Segments                            
    For the three months ended December 31, 2024                
    (in thousands)   Commercial Bank   CBHL   OpenSky   Windsor Advantage   Corporate(2)   Eliminations   Consolidated
    Interest income   $ 45,195     $ 192     $ 15,454     $     $ 874     $ (8 )   $ 61,707  
    Interest expense     17,086       131                   171       (8 )     17,380  
    Net interest income     28,109       61       15,454             703             44,327  
    Provision for credit losses     6,651             1,177                         7,828  
    Provision for credit losses on unfunded commitments     122                                     122  
    Net interest income after provision     21,336       61       14,277             703             36,377  
    Noninterest income (loss)     4,547       1,676       3,743       4,566       (2,619 )           11,913  
    Noninterest expense(1)     16,539       2,377       12,595       2,670       3,333             37,514  
    Net income (loss) before taxes   $ 9,344     $ (640 )   $ 5,425     $ 1,896     $ (5,249 )   $     $ 10,776  
                                 
    Total assets   $ 2,994,356     $ 21,691     $ 125,913     $ 7,922     $ 376,930     $ (319,901 )   $ 3,206,911  
                                 
    For the three months ended September 30, 2024                
    (in thousands)   Commercial Bank   CBHL   OpenSky   Windsor Advantage   Corporate(2)   Eliminations   Consolidated
    Interest income   $ 35,805     $ 161     $ 15,625     $     $ 1,049     $ (30 )   $ 52,610  
    Interest expense     13,984       108                   194       (30 )     14,256  
    Net interest income     21,821       53       15,625             855             38,354  
    Provision for credit losses     1,453             2,294             1             3,748  
    Provision for credit losses on unfunded commitments     17                                     17  
    Net interest income after provision     20,351       53       13,331             854             34,589  
    Noninterest income     726       1,811       4,096             2             6,635  
    Noninterest expense(1)     12,422       2,395       13,276             1,632             29,725  
    Net income (loss) before taxes   $ 8,655     $ (531 )   $ 4,151     $     $ (776 )   $     $ 11,499  
                                 
    Total assets   $ 2,358,555     $ 19,831     $ 121,587     $     $ 300,325     $ (239,510 )   $ 2,560,788  
                                 
    For the three months ended December 31, 2023                
    (in thousands)   Commercial Bank   CBHL   OpenSky   Windsor Advantage   Corporate(2)   Eliminations   Consolidated
    Interest income   $ 30,957     $ 83     $ 15,035     $     $ 964     $ (70 )   $ 46,969  
    Interest expense     11,884       31                   235       (70 )     12,080  
    Net interest income     19,073       52       15,035             729             34,889  
    Provision for (release of) credit losses     691             2,125             (8 )           2,808  
    Release of credit losses on unfunded commitments     (106 )                                   (106 )
    Net interest income after provision     18,488       52       12,910             737             32,187  
    Noninterest income     773       1,166       3,996             1             5,936  
    Noninterest expense(1)     12,303       1,617       12,669             318             26,907  
    Net income (loss) before taxes   $ 6,958     $ (399 )   $ 4,237     $     $ 420     $     $ 11,216  
                                 
    Total assets   $ 2,051,945     $ 8,589     $ 117,477     $     $ 277,565     $ (229,400 )   $ 2,226,176  

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

    Segments                            
    For the year ended December 31, 2024                
    (in thousands)   Commercial Bank   CBHL   OpenSky   Windsor Advantage   Corporate(2)   Eliminations   Consolidated
    Interest income   $ 147,464     $ 568     $ 61,785     $     $ 3,646     $ (162 )   $ 213,301  
    Interest expense     57,536       363                   818       (162 )     58,555  
    Net interest income     89,928       205       61,785             2,828             154,746  
    Provision for credit losses     10,331             7,329             60             17,720  
    Provision for credit losses on unfunded commitments     385                                     385  
    Net interest income after provision     79,212       205       54,456             2,768             136,641  
    Noninterest income (loss)     6,654       6,684       16,122       4,566       (2,616 )           31,410  
    Noninterest expense(1)     53,429       9,377       53,245       2,670       7,498             126,219  
    Net income (loss) before taxes   $ 32,437     $ (2,488 )   $ 17,333     $ 1,896     $ (7,346 )   $     $ 41,832  
                                 
    Total assets   $ 2,994,356     $ 21,691     $ 125,913     $ 7,922     $ 376,930     $ (319,901 )   $ 3,206,911  
                                 
    For the year ended December 31, 2023                
    (in thousands)   Commercial Bank   CBHL   OpenSky™   Windsor Advantage   Corporate(2)   Eliminations   Consolidated
    Interest income   $ 116,408     $ 382     $ 62,476     $     $ 4,238     $ (298 )   $ 183,206  
    Interest expense     40,896       135                   947       (298 )     41,680  
    Net interest income     75,512       247       62,476             3,291             141,526  
    Provision for credit losses     1,540             7,948             122             9,610  
    Release of credit losses on unfunded commitments     (101 )                                   (101 )
    Net interest income after provision     74,073       247       54,528             3,169             132,017  
    Noninterest income     2,737       4,909       17,325             4             24,975  
    Noninterest expense(1)     48,347       8,155       52,752             1,513             110,767  
    Net income (loss) before taxes   $ 28,463     $ (2,999 )   $ 19,101     $     $ 1,660     $     $ 46,225  
                                 
    Total assets   $ 2,051,945     $ 8,589     $ 117,477     $     $ 277,565     $ (229,400 )   $ 2,226,176  

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

    HISTORICAL FINANCIAL HIGHLIGHTS – Unaudited
        Quarter Ended
    (in thousands, except per share data)   December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
    Earnings:                    
    Net income   $ 7,533     $ 8,672     $ 8,205     $ 6,562     $ 9,030  
    Earnings per common share, diluted     0.45       0.62       0.59       0.47       0.65  
    Net interest margin     5.87 %     6.41 %     6.46 %     6.24 %     6.40 %
    Net interest margin, excluding credit card loans (1)     4.05 %     4.08 %     4.00 %     3.85 %     3.92 %
    Return on average assets(2)     0.96 %     1.42 %     1.40 %     1.15 %     1.63 %
    Return on average equity(2)     8.50 %     12.59 %     12.53 %     10.19 %     14.44 %
    Efficiency ratio     66.70 %     66.07 %     67.11 %     71.95 %     65.91 %
                         
    Balance Sheet:                    
    Total portfolio loans receivable, net deferred fees   $ 2,630,163     $ 2,107,522     $ 2,021,588     $ 1,964,525     $ 1,902,643  
    Total deposits     2,761,939       2,186,224       2,100,428       2,005,695       1,895,996  
    Total assets     3,206,911       2,560,788       2,438,583       2,324,238       2,226,176  
    Total stockholders’ equity     355,139       280,111       267,854       259,465       254,860  
    Total average portfolio loans receivable, net deferred fees     2,592,960       2,053,619       1,992,630       1,927,372       1,863,298  
    Total average deposits     2,611,994       2,091,294       2,010,736       1,957,559       1,885,092  
    Portfolio loans-to-deposit ratio (period-end balances)     95.23 %     96.40 %     96.25 %     97.95 %     100.35 %
    Portfolio loans-to-deposit ratio (average balances)     99.27 %     98.20 %     99.10 %     98.46 %     98.84 %
                         
    Asset Quality Ratios:                    
    Nonperforming assets to total assets     0.94 %     0.60 %     0.58 %     0.62 %     0.72 %
    Nonperforming loans to total loans     1.15 %     0.73 %     0.70 %     0.73 %     0.84 %
    Net charge-offs to average portfolio loans (2)     0.37 %     0.51 %     0.39 %     0.41 %     0.53 %
    Allowance for credit losses to total loans     1.85 %     1.51 %     1.53 %     1.49 %     1.50 %
    Allowance for credit losses to non-performing loans     160.88 %     206.50 %     219.40 %     204.37 %     178.34 %
                         
    Bank Capital Ratios:                    
    Total risk based capital ratio     12.82 %     13.76 %     14.51 %     14.36 %     14.81 %
    Tier 1 risk based capital ratio     11.56 %     12.50 %     13.25 %     13.10 %     13.56 %
    Leverage ratio     9.12 %     9.84 %     10.36 %     10.29 %     10.51 %
    Common equity Tier 1 capital ratio     11.56 %     12.50 %     13.25 %     13.10 %     13.56 %
    Tangible common equity     9.31 %     9.12 %     9.53 %     9.66 %     9.91 %
    Holding Company Capital Ratios:                    
    Total risk based capital ratio     15.48 %     16.65 %     16.98 %     16.83 %     17.38 %
    Tier 1 risk based capital ratio     13.83 %     14.88 %     15.19 %     15.03 %     15.55 %
    Leverage ratio     11.07 %     11.85 %     11.93 %     11.87 %     12.14 %
    Common equity Tier 1 capital ratio     13.74 %     14.78 %     15.08 %     14.92 %     15.43 %
    Tangible common equity     11.07 %     10.94 %     10.98 %     11.16 %     11.45 %

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

    HISTORICAL FINANCIAL HIGHLIGHTS – Unaudited (Continued)
        Quarter Ended
    (in thousands, except per share data)   December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
    Composition of Loans:                    
    Commercial real estate, non owner-occupied   $ 471,329     $ 403,487     $ 397,080     $ 377,224     $ 351,116  
    Commercial real estate, owner-occupied     440,026       351,462       319,370       330,840       307,911  
    Residential real estate     688,552       623,684       601,312       577,112       573,104  
    Construction real estate     321,252       301,909       294,489       290,016       290,108  
    Commercial and industrial     554,550       271,811       255,686       254,577       239,208  
    Lender finance     28,574       29,546       33,294       13,484       11,085  
    Business equity lines of credit     3,090       2,663       2,989       14,768       14,117  
    Credit card, net of reserve(3)     127,766       127,098       122,217       111,898       123,331  
    Other consumer loans     2,089       2,045       1,930       738       950  
    Portfolio loans receivable   $ 2,637,228     $ 2,113,705     $ 2,028,367     $ 1,970,657     $ 1,910,930  
    Deferred origination fees, net     (7,065 )     (6,183 )     (6,779 )     (6,132 )     (7,642 )
    Portfolio loans receivable, net   $ 2,630,163     $ 2,107,522     $ 2,021,588     $ 1,964,525     $ 1,903,288  
                         
    Composition of Deposits:                    
    Noninterest-bearing   $ 810,928     $ 718,120     $ 684,574     $ 665,812     $ 617,373  
    Interest-bearing demand     238,881       266,493       266,070       193,963       199,308  
    Savings     13,488       3,763       4,270       4,525       5,211  
    Money markets     816,708       686,526       672,455       678,435       663,129  
    Customer time deposits     548,901       358,300       317,911       302,319       268,619  
    Brokered time deposits     333,033       153,022       155,148       160,641       142,356  
    Total deposits   $ 2,761,939     $ 2,186,224     $ 2,100,428     $ 2,005,695     $ 1,895,996  
                         
    Capital Bank Home Loan Metrics:                    
    Origination of loans held for sale   $ 89,998     $ 74,690     $ 82,363     $ 52,080     $ 45,152  
    Mortgage loans sold     77,399       67,296       66,417       40,377       34,140  
    Gain on sale of loans     1,897       1,644       1,732       1,238       1,015  
    Purchase volume as a % of originations     90.42 %     90.98 %     96.48 %     97.83 %     89.99 %
    Gain on sale as a % of loans sold(4)     2.45 %     2.44 %     2.61 %     3.07 %     2.97 %
    Mortgage commissions   $ 620     $ 598     $ 582     $ 490     $ 465  
                         
    OpenSkyPortfolio Metrics:                    
    Open customer accounts     552,566       548,952       537,734       526,950       525,314  
    Secured credit card loans, gross   $ 87,226     $ 89,641     $ 90,961     $ 85,663     $ 95,300  
    Unsecured credit card loans, gross     42,430       39,730       33,560       28,508       30,817  
    Noninterest secured credit card deposits     166,355       170,750       173,499       171,771       173,857  

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

    Appendix

    Reconciliation of Non-GAAP Measures

     

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

    Earnings Metrics, as Adjusted Quarter Ended
    (in thousands, except per share data) December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
                       
    Net Income $ 7,533     $ 8,672     $ 8,205     $ 6,562     $ 9,030  
    Add: Merger-Related Expenses, net of tax   2,151       557       62       538        
    Add: Non-recurring equity and debt investment write-down   2,620                          
    Add: IFH ACL Provision, net of tax   3,169                          
    Net Income, as Adjusted $ 15,473     $ 9,229     $ 8,267     $ 7,100     $ 9,030  
                       
    Weighted Average Common Shares – Diluted   16,729       13,951       13,895       13,919       13,989  
    Earnings per Share – Diluted $ 0.45     $ 0.62     $ 0.59     $ 0.47     $ 0.65  
    Earnings per Share – Diluted, as Adjusted $ 0.92     $ 0.66     $ 0.59     $ 0.51     $ 0.65  
                       
    Average Assets $ 3,120,107     $ 2,437,870     $ 2,353,868     $ 2,299,234     $ 2,202,479  
    Return on Average Assets(1)   0.96 %     1.42 %     1.40 %     1.15 %     1.63 %
    Return on Average Assets, as Adjusted(1)   1.97 %     1.51 %     1.41 %     1.24 %     1.63 %
                       
    Average Equity $ 352,537     $ 274,087     $ 263,425     $ 258,892     $ 248,035  
    Return on Average Equity(1)   8.50 %     12.59 %     12.53 %     10.19 %     14.44 %
    Return on Average Equity, as Adjusted(1)   17.46 %     13.40 %     12.62 %     11.03 %     14.44 %
                       
    Net Interest Income (a) $ 44,327     $ 38,354     $ 37,057     $ 35,008     $ 34,889  
    Noninterest Income   11,913       6,635       6,890       5,972       5,936  
    Total Revenue $ 56,240     $ 44,989     $ 43,947     $ 40,980     $ 40,825  
    Noninterest Expense $ 37,514     $ 29,725     $ 29,493     $ 29,487     $ 26,907  
    Efficiency Ratio(2)   66.70 %     66.07 %     67.11 %     71.95 %     65.91 %
                       
    Noninterest Income $ 11,913     $ 6,635     $ 6,890     $ 5,972     $ 5,936  
    Add: Non-recurring equity and debt investment write-down   2,620                          
    Noninterest Income, as Adjusted (b) $ 14,533     $ 6,635     $ 6,890     $ 5,972     $ 5,936  
    Total Revenue, as Adjusted (a) + (b) $ 58,860     $ 44,989     $ 43,947     $ 40,980     $ 40,825  
                       
    Noninterest Expense $ 37,514     $ 29,725     $ 29,493     $ 29,487     $ 26,907  
    Less: Merger-Related Expenses   2,615       520       83       712        
    Noninterest Expense, as Adjusted $ 34,899     $ 29,205     $ 29,410     $ 28,775     $ 26,907  
    Efficiency Ratio, as Adjusted(2)   59.29 %     64.92 %     66.92 %     70.22 %     65.91 %

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

    Earnings Metrics, as Adjusted Year Ended
    (in thousands, except per share data) December 31, 2024   December 31, 2023
           
    Net Income $ 30,972     $ 35,871  
    Add: Merger-Related Expenses, net of tax   3,308        
    Add: Non-recurring equity and debt investment write-down   2,620        
    Add: IFH ACL Provision, net of tax   3,169        
    Net Income, as Adjusted $ 40,069     $ 35,871  
           
    Weighted average common shares – Diluted   14,660       14,081  
    Earnings per share – Diluted $ 2.11     $ 2.55  
    Earnings per share – Diluted, as Adjusted $ 2.73     $ 2.55  
           
    Average Assets $ 2,554,049     $ 2,188,299  
    Return on Average Assets(1)   1.21 %     1.64 %
    Return on Average Assets, as Adjusted(1)   1.57 %     1.64 %
           
    Average Equity $ 287,420     $ 240,519  
    Return on Average Equity(1)   10.78 %     14.91 %
    Return on Average Equity, as Adjusted(1)   13.94 %     14.91 %
           
    Net Interest Income (a) $ 154,746     $ 141,526  
    Noninterest Income   31,410       24,975  
    Total Revenue $ 186,156     $ 166,501  
    Noninterest Expense $ 126,219     $ 110,767  
    Efficiency Ratio(2)   67.80 %     66.53 %
           
    Noninterest Income $ 31,410     $ 24,975  
    Add: Non-recurring equity and debt investment write-down   2,620        
    Noninterest Income, as Adjusted (b) $ 34,030     $ 24,975  
    Total Revenue, as Adjusted (a) + (b) $ 188,776     $ 166,501  
           
    Noninterest Expense $ 126,219     $ 110,767  
    Less: Merger-Related Expenses   3,930        
    Noninterest Expense, as Adjusted $ 122,289     $ 110,767  
    Efficiency Ratio, as Adjusted(2)   64.78 %     66.53 %

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

    Net Interest Margin, as Adjusted Quarter Ended
    (in thousands) December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
                       
    Net Interest Income $ 44,327     $ 38,354     $ 37,057     $ 35,008     $ 34,889  
    Less: Credit Card Loan Income   15,022       15,137       15,205       14,457       14,677  
    Net Interest Income, as Adjusted $ 29,305     $ 23,217     $ 21,852     $ 20,551     $ 20,212  
    Average Interest Earning Assets   3,003,081       2,380,946       2,307,070       2,254,663       2,162,459  
    Less: Average Credit Card Loans   120,993       119,458       111,288       110,483       114,551  
    Total Average Interest Earning Assets, as Adjusted $ 2,882,088     $ 2,261,488     $ 2,195,782     $ 2,144,180     $ 2,047,908  
    Net Interest Margin, as Adjusted   4.05 %     4.08 %     4.00 %     3.85 %     3.92 %
           
    Net Interest Margin, as Adjusted Year Ended
    (in thousands) December 31,
    2024
      December 31,
    2023
           
    Net Interest Income $ 154,746     $ 141,526  
    Less: Credit Card Loan Income   59,821       61,096  
    Net Interest Income, as Adjusted $ 94,925     $ 80,430  
    Average Interest Earning Assets   2,487,607       2,145,209  
    Less: Average Credit Card Loans   115,581       114,450  
    Total Average Interest Earning Assets, as Adjusted $ 2,372,026     $ 2,030,759  
    Net Interest Margin, as Adjusted   4.00 %     3.96 %
                   
    Portfolio Loans Receivable Yield, as Adjusted Quarter Ended
    (in thousands) December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
                       
    Portfolio Loans Receivable Interest Income $ 58,409     $ 49,886     $ 48,143     $ 45,908     $ 45,026  
    Less: Credit Card Loan Income   15,022       15,137       15,205       14,457       14,677  
    Portfolio Loans Receivable Interest Income, as Adjusted $ 43,387     $ 34,749     $ 32,938     $ 31,451     $ 30,349  
    Average Portfolio Loans Receivable   2,592,960       2,053,619       1,992,630       1,927,372       1,863,298  
    Less: Average Credit Card Loans   120,993       119,458       111,288       110,483       114,551  
    Total Average Portfolio Loans Receivable, as Adjusted $ 2,471,967     $ 1,934,161     $ 1,881,342     $ 1,816,889     $ 1,748,747  
    Portfolio Loans Receivable Yield, as Adjusted   6.98 %     7.15 %     7.04 %     6.96 %     6.89 %
           
    Portfolio Loans Receivable Yield, as Adjusted Year Ended
    (in thousands) December 31, 2024   December 31, 2023
           
    Portfolio Loans Receivable Interest Income $ 202,346     $ 174,378  
    Less: Credit Card Loan Income   59,821       61,096  
    Portfolio Loans Receivable Interest Income, as Adjusted $ 142,525     $ 113,282  
    Average Portfolio Loans Receivable   2,142,638       1,816,968  
    Less: Average Credit Card Loans   115,581       114,450  
    Total Average Portfolio Loans Receivable, as Adjusted $ 2,027,057     $ 1,702,518  
    Portfolio Loans Receivable Yield, as Adjusted   7.03 %     6.65 %
                   
    Pre-tax, Pre-Provision Net Revenue (“PPNR”) Quarter Ended
    (in thousands) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
                       
    Net Income $ 7,533     $ 8,672     $ 8,205     $ 6,562     $ 9,030  
    Add: Income Tax Expense   3,243       2,827       2,728       2,062       2,186  
    Add: Provision for Credit Losses   7,828       3,748       3,417       2,727       2,808  
    Add: Provision for (Release of) Credit Losses on Unfunded Commitments   122       17       104       142       (106 )
    Pre-tax, Pre-Provision Net Revenue (“PPNR”) $ 18,726     $ 15,264     $ 14,454     $ 11,493     $ 13,918  
                                           
           
    Pre-tax, Pre-Provision Net Revenue (“PPNR”) Year Ended
    (in thousands) December 31, 2024   December 31, 2023
           
    Net Income $ 30,972     $ 35,871  
    Add: Income Tax Expense   10,860       10,354  
    Add: Provision for Credit Losses   17,720       9,610  
    Add: Provision for (Release of) Credit Losses on Unfunded Commitments   385       (101 )
    Pre-tax, Pre-Provision Net Revenue (“PPNR”) $ 59,937     $ 55,734  
                   
    PPNR, as Adjusted Quarter Ended
    (in thousands) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
                       
    Net Income $ 7,533     $ 8,672     $ 8,205     $ 6,562     $ 9,030  
    Add: Income Tax Expense   3,243       2,827       2,728       2,062       2,186  
    Add: Provision for Credit Losses   7,828       3,748       3,417       2,727       2,808  
    Add: Provision for (Release of) Credit Losses on Unfunded Commitments   122       17       104       142       (106 )
    Add: Merger-Related Expenses   2,615       520       83       712        
    Add: Non-recurring equity and debt investment write-down   2,620                          
    PPNR, as Adjusted $ 23,961     $ 15,784     $ 14,537     $ 12,205     $ 13,918  
                                           
           
    PPNR, as Adjusted Year Ended
    (in thousands) December 31, 2024   December 31, 2023
           
    Net Income $ 30,972     $ 35,871  
    Add: Income Tax Expense   10,860       10,354  
    Add: Provision for Credit Losses   17,720       9,610  
    Add: Provision for (Release of) Credit Losses on Unfunded Commitments   385       (101 )
    Add: Merger-Related Expenses   3,930        
    Add: Non-recurring equity and debt investment write-down   2,620        
    PPNR, as Adjusted $ 66,487     $ 55,734  
                   
    Allowance for Credit Losses to Total Portfolio Loans Quarter Ended
    (in thousands) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
                       
    Allowance for Credit Losses $ 48,652     $ 31,925     $ 30,832     $ 29,350     $ 28,610  
    Total Portfolio Loans   2,630,163       2,107,522       2,021,588       1,964,525       1,903,288  
    Allowance for Credit Losses to Total Portfolio Loans   1.85 %     1.51 %     1.53 %     1.49 %     1.50 %
                                           
    Nonperforming Assets to Total Assets Quarter Ended
    (in thousands) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
                       
    Total Nonperforming Assets $ 30,241     $ 15,460     $ 14,053     $ 14,361     $ 16,042  
    Total Assets   3,206,911       2,560,788       2,438,583       2,324,238       2,226,176  
    Nonperforming Assets to Total Assets   0.94 %     0.60 %     0.58 %     0.62 %     0.72 %
                                           
    Nonperforming Loans to Total Portfolio Loans Quarter Ended
    (in thousands) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
                       
    Total Nonperforming Loans $ 30,241     $ 15,460     $ 14,053     $ 14,361     $ 16,042  
    Total Portfolio Loans   2,630,163       2,107,522       2,021,588       1,964,525       1,903,288  
    Nonperforming Loans to Total Portfolio Loans   1.15 %     0.73 %     0.70 %     0.73 %     0.84 %
                                           
    Net Charge-Offs to Average Portfolio Loans Quarter Ended
    (in thousands) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
                       
    Total Net Charge-Offs $ 2,427     $ 2,655     $ 1,935     $ 1,987     $ 2,477  
    Total Average Portfolio Loans   2,592,960       2,053,619       1,992,630       1,927,372       1,863,298  
    Net Charge-Offs to Average Portfolio Loans, Annualized   0.37 %     0.51 %     0.39 %     0.41 %     0.53 %
                                           
    Net Charge-offs to Average Portfolio Loans Year Ended
    (in thousands) December 31, 2024   December 31, 2023
           
    Total Net Charge-Offs $ 9,004     $ 8,473  
    Total Average Portfolio Loans   2,142,638       1,816,968  
    Net Charge-Offs to Average Portfolio Loans, Annualized   0.42 %     0.47 %
                   
    Tangible Book Value per Share Quarter Ended
    (in thousands, except share and per share data) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
                       
    Total Stockholders’ Equity $ 355,139     $ 280,111     $ 267,854     $ 259,465     $ 254,860  
    Less: Preferred Equity                            
    Less: Intangible Assets   42,454                          
    Tangible Common Equity $ 312,685     $ 280,111     $ 267,854     $ 259,465     $ 254,860  
    Period End Shares Outstanding   16,662,405       13,917,891       13,910,467       13,889,563       13,922,532  
    Tangible Book Value per Share $ 18.77     $ 20.13     $ 19.26     $ 18.68     $ 18.31  
                                           
    Return on Average Tangible Common Equity Quarter Ended
    (in thousands) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
                       
    Net Income $ 7,533     $ 8,672     $ 8,205     $ 6,562     $ 9,030  
    Add: Intangible Amortization, Net of Tax   198                          
    Net Tangible Income $ 7,731     $ 8,672     $ 8,205     $ 6,562     $ 9,030  
    Average Equity   352,537       274,087       263,425       258,892       248,035  
    Less: Average Intangible Assets   27,653                          
    Net Average Tangible Common Equity $ 324,884     $ 274,087     $ 263,425     $ 258,892     $ 248,035  
    Return on Average Equity   8.50 %     12.59 %     12.53 %     10.19 %     14.44 %
    Return on Average Tangible Common Equity   9.47 %     12.59 %     12.53 %     10.19 %     14.44 %
                                           
    Core Return on Average Tangible Common Equity Quarter Ended
    (in thousands) December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
                       
    Net Income, as Adjusted $ 15,473     $ 9,229     $ 8,267     $ 7,100     $ 9,030  
    Add: Intangible Amortization, Net of Tax   198                          
    Net Tangible Income, as Adjusted $ 15,671     $ 9,229     $ 8,267     $ 7,100     $ 9,030  
    Core Return on Average Equity, as Adjusted   17.68 %     13.40 %     12.62 %     11.03 %     14.44 %
    Core Return on Average Tangible Common Equity, as Adjusted   19.19 %     13.40 %     12.62 %     11.03 %     14.44 %
                                           

    ABOUT CAPITAL BANCORP, INC.

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

    FORWARD-LOOKING STATEMENTS

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

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

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

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

    MEDIA CONTACT: Ed Barry (240) 283-1912

    WEB SITE: www.CapitalBankMD.com

    The MIL Network

  • MIL-OSI: Awilco Drilling PLC: Cancellation of Share Premium Account Completed

    Source: GlobeNewswire (MIL-OSI)

    Reference is made to the resolution passed at the extraordinary general meeting of Awilco Drilling PLC on 25 October 2024 regarding the cancellation of the Company’s share premium account. The process has now been completed and the court order has been registered at Companies House. The amount arising from the Reduction is credited to reserves and the Company now has greater flexibility to make dividend payments to shareholders. The Board is evaluating the Company’s strategic options and will notify the market as soon as a conclusion is reached.

    Aberdeen, 27 January 2025

    For further information please contact:

    Eric Jacobs, CEO of Awilco Drilling PLC
    Phone: +47 9529 2271

    Cathrine Haavind, Investor Relations of Awilco Drilling PLC
    Phone: +47 9342 8464
    Email: ch@awilcodrilling.com

    This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

    The MIL Network

  • MIL-OSI: Sale of Shareholding in Avenir LNG Limited

    Source: GlobeNewswire (MIL-OSI)

    Golar LNG Limited (“Golar”) has entered into a share purchase agreement for the sale of all its shares in Avenir LNG Limited (“Avenir LNG” or “Avenir”) to Stolt-Nielsen Gas Ltd. for a total consideration of approximately USD 40 million (the “Transaction”). The Transaction is expected to be completed during the first quarter of 2025, subject to fulfilment of the conditions under the share purchase agreement.

    Golar will remain a 25% shareholder and debt provider to Higas Srl, the HIGAS LNG storage terminal in Sardinia, (“HIGAS”) that was spun off from Avenir LNG in October 2024. As of end October 2024, the book value of HIGAS was USD 40.5 million (on a 100% basis), of which $24.7m was shareholder loans and $15.8m shareholders equity.

    Golar CEO Karl-Fredrik Staubo commented: “The sale of Golar’s shareholding in Avenir LNG is in line with our strategy to focus on expanding our market leading FLNG position. Golar is proud to have founded Avenir LNG into one of the largest small-scale LNG shipping companies globally alongside our partners Stolt Nielsen and Höegh. Following the sale of Hygo Energy Transition Ltd. in 2021, our Avenir LNG investment was no longer deemed a core asset of Golar’s portfolio. We wish the Avenir LNG team and Stolt-Nielsen all the best for the future development of Avenir.”

    FORWARD LOOKING STATEMENTS
    This press release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management’s current expectations, estimates and projections about its operations. All statements, other than statements of historical facts, that address activities and events that will, should, could or may occur in the future are forward-looking statements. Words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue,” “subject to” or the negative of these terms and similar expressions are intended to identify such forward-looking statements.

    These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Golar LNG Limited undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, unless required by applicable law.

    Hamilton, Bermuda
    January 27, 2025

    Investor Questions: +44 207 063 7900
    Karl Fredrik Staubo – CEO
    Eduardo Maranhão – CFO
    Stuart Buchanan – Head of Investor Relations

    This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    Quarterly Highlights:

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

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

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

    Selected Financial Highlights

    (dollars in thousands, except per share data) Three Months Ended Twelve Months Ended
    December 31, 2024 December 31, 2024
    2024   2023   Change 2024   2023   Change
    Net interest income 16,625   15,293   1,332   62,191   62,067   124  
    Net interest spread (fte) 2.31%   2.23%   8 bps   2.17%   2.47%   (30 bps )
    Net interest margin (fte) 3.04%   2.93%   11 bps   2.91%   3.06%   (15 bps )
    Net income (loss) (12,651 ) 355   (13,006 ) (160 ) 16,759   (16,919 )
    Diluted earnings per share (1.54 ) 0.04   (1.41 ) (0.02 ) 2.07   (2.09 )
    Return on average assets (2.19% ) 0.06%   (225 bps ) -0.01%   0.79%   (80 bps )
    Return on tangible equity (30.77% ) 1.01%   (3,178 bps ) (0.10% ) 11.66%   (1,167 bps )
    Discussion of financial results for the three months ended December 31, 2024:

    • The Company has a net loss of $12.7 million for the three months ended December 31, 2024. This was $13 million lower than the same period last year due one-time $20 million loss incurred on the sale of securities during December.
    • Net interest income was higher during the fourth quarter of 2024 than 2023 as increases in asset yields outpaced increases in yields on liabilities.
    • Correspondingly, the net interest margin in the fourth quarter was 3.04% in 2024 compared to 2.93% in 2023.

    Discussion of financial results for the year ended December 31, 2024:

    • The Company posted a had a net loss of $160 thousand, or -$0.02 per diluted share, for the full-fiscal year ended year December 31, 2024 compared to net income of $16.8 million, or $2.07 per diluted share, for the fiscal year ended December in31. 2023. This loss was primarily due to a one-time $20 million loss incurred on the sale of securities during December 2024.
    • The full-year net interest margin was 2.91% in 2024 versus 3.06% in 2023. Deposit costs were higher in 2024, especially in the earlier part of the year, before the Federal Reserve began to cut rates.
    • Total non-interest expenses for 2024 were $48.6 million compared to $43.5 million in 2023. The increase was generally due to higher compensation and data processing costs.
    • Adjusted net income for the year was lower as higher net interest income and total other income was more than offset by an increase in total other expenses.
    • As of December 31, 2024, total assets were $2.317 billion, compared to $2.201 billion at December 31, 2023. Loans receivable were $1.693 billion, total deposits were $1.859 billion, and stockholders’ equity was $213.5 million.
    • Tangible Common Equity was 8.05% as of December 31, 2024, versus 6.98% at the end of 2023.
    The following non-GAAP financial measures exclude the one-time $20.0 million net realized loss incurred in the fourth quarter as a result of the repositioning of our investment portfolio. Please see “Non-GAAP Financial Measures” below for a reconciliation of all non-GAAP financial measures.
    (dollars in thousands, except per share data) Three Months Ended Twelve Months Ended
    December 31, 2024 December 31, 2024
    2024   2023   Change 2024   2023   Change
    Adjusted net income 3,119   355   2,764   15,610   16,759   (1,149 )
    Adjusted diluted earnings per share 0.38   0.04   0.34   1.93   2.07   (0.14 )
    Adjusted return on average assets 0.54%   0.06%   48 bps 0.69%   0.79%   (10 bps )
    Adjusted return on tangible equity 7.59%   1.01%   654 bps 9.97%   11.66%   (169 bps )

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

    Non-GAAP Financial Measures

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

                                 
    Adjusted Return on Average Assets                            
    (Dollars in thousands)                            
                                 
        Three Months Ended December 31,       Twelve Months Ended December 31,  
        2024   2023       2024       2023  
    Net (loss) income $ (12,651 )   $ 355       $ (160 )   $ 16,759  
    Average assets   2,299,732       2,166,821         2,250,171       2,128,570  
    Return on average assets (annualized)   -2.19 %     0.06 %       -0.01 %     0.79 %
    Net (loss) income   (12,651 )     355         (160 )     16,759  
    Net realized losses on sale of securities   19,962       0         19,962       0  
    Tax effect at 21%   (4,192 )     0         (4,192 )     0  
    Adjusted Net Income (Non-GAAP)   3,119       355         15,610       16,759  
    Average assets   2,299,732       2,166,821         2,250,171       2,128,570  
    Adjusted return on average assets (annualized)                            
    (Non-GAAP)   0.54 %     0.06 %       0.69 %     0.79 %
                                 
                                 
    Adjusted Return on Average Tangible Shareholders’ Equity                            
    (Dollars in thousands)                            
                                 
        Three Months Ended December 31,       Twelve Months Ended December 31,  
        2024   2023       2024       2023  
    Net (loss) income $ (12,651 )   $ 355       $ (160 )   $ 16,759  
    Average shareholders’ equity   192,981       168,317         185,952       173,273  
    Average intangible assets   29,424       29,495         29,449       29,526  
    Average tangible shareholders’ equity   163,557       138,822         156,503       143,747  
    Return on average tangible shareholders’ equity (annualized)   -30.77 %     1.01 %       -0.10 %     11.66 %
    Net (loss) income   (12,651 )     355         (160 )     16,759  
    Net realized losses on sale of securities   19,962       0         19,962       0  
    Tax effect at 21%   (4,192 )     0         (4,192 )     0  
    Adjusted Net Income (Non-GAAP)   3,119       355         15,610       16,759  
    Average tangible shareholders’ equity   163,557       138,822         156,503       143,747  
    Adjusted return on average shareholders’ equity (annualized)                            
    (Non-GAAP)   7.59 %     1.01 %       9.97 %     11.66 %
                                 
                                 
    Adjusted Earnings Per Share                            
    (Dollars in thousands)                            
                                 
        Three Months Ended December 31,       Twelve Months Ended December 31,  
        2024   2023       2024       2023  
    GAAP-Based Earnings Per Share, Basic $ (1.54 )   $ 0.04       $ (0.02 )   $ 2.08  
    GAAP-Based Earnings Per Share, Diluted $ (1.54 )   $ 0.04       $ (0.02 )   $ 2.07  
    Net (Loss) Income   (12,651 )     355         (160 )     16,759  
    Net realized losses on sale of securities   19,962       0         19,962       0  
    Tax effect at 21%   (4,192 )     0         (4,192 )     0  
    Adjusted Net Income (Non-GAAP)   3,119       355         15,610       16,759  
    Adjusted Earnings per Share, Basic (Non-GAAP) $ 0.38     $ 0.04       $ 1.93     $ 2.08  
    Adjusted Earnings per Share, Diluted (Non-GAAP) $ 0.38     $ 0.04       $ 1.93     $ 2.07  

    The following table reconciles average equity to average tangible equity:

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

    Forward-Looking Statements

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

    Contact: John M. McCaffery
      Executive Vice President &
      Chief Financial Officer
      NORWOOD FINANCIAL CORP
      272-304-3003
      www.waynebank.com
               
    NORWOOD FINANCIAL CORP          
    Consolidated Balance Sheets          
    (dollars in thousands, except share and per share data)          
     (unaudited)          
        December 31
        2024       2023  
    ASSETS          
    Cash and due from banks  $ 27,562     $ 28,533  
    Interest-bearing deposits with banks   44,777       37,587  
    Cash and cash equivalents   72,339       66,120  
               
    Securities available for sale   397,846       406,259  
    Loans receivable   1,713,638       1,603,618  
    Less: Allowance for credit losses   19,843       18,968  
    Net loans receivable   1,693,795       1,584,650  
    Regulatory stock, at cost   13,366       7,318  
    Bank premises and equipment, net   19,657       17,838  
    Bank owned life insurance   46,657       46,439  
    Foreclosed real estate owned         97  
    Accrued interest receivable   8,466       8,123  
    Deferred tax assets, net   17,696       21,353  
    Goodwill   29,266       29,266  
    Other intangible assets   152       221  
    Other assets   18,222       13,395  
    TOTAL ASSETS  $ 2,317,462     $ 2,201,079  
               
    LIABILITIES          
    Deposits:          
    Non-interest bearing demand  $ 381,479     $ 399,545  
    Interest-bearing   1,477,684       1,395,614  
    Total deposits   1,859,163       1,795,159  
    Short-term borrowings   113,069       74,076  
    Other borrowings   101,793       124,236  
    Accrued interest payable   12,615       10,510  
    Other liabilities   17,314       16,028  
    TOTAL LIABILITIES   2,103,954       2,020,009  
               
    STOCKHOLDERS’ EQUITY          
    Preferred Stock, no par value per share, authorized 5,000,000 shares        
    Common Stock, $.10 par value per share,          
    authorized: 20,000,000 shares,          
    issued: 2024: 9,487,067 shares, 2023: 8,310,847 shares   949       831  
    Surplus   98,513       97,700  
    Retained earnings   152,964       135,284  
    Treasury stock, at cost: 2024: 214,161 shares, 2023: 200,690 shares (5,797 )     (5,397 )
    Accumulated other comprehensive loss   (33,121 )     (47,348 )
    TOTAL STOCKHOLDERS’ EQUITY   213,508       181,070  
               
    TOTAL LIABILITIES AND          
    STOCKHOLDERS’ EQUITY  $ 2,317,462     $ 2,201,079  
               
    NORWOOD FINANCIAL CORP                    
    Consolidated Statements of Income                    
    (dollars in thousands, except per share data)                    
      (unaudited)                    
      Three Months Ended December 31,     Twelve Months Ended December 31,
          2024       2023         2024       2023  
    INTEREST INCOME                    
    Loans receivable, including fees $   26,122   $   23,328     $   99,388   $   85,209  
    Securities     2,789       2,504         10,424       9,922  
    Other     574       253         2,768       409  
    Total Interest income     29,485       26,085         112,580       95,540  
                         
    INTEREST EXPENSE                    
    Deposits     10,984       8,910         42,334       26,029  
    Short-term borrowings     348       346         1,363       3,048  
    Other borrowings     1,528       1,536         6,692       4,396  
    Total Interest expense     12,860       10,792         50,389       33,473  
    NET INTEREST INCOME     16,625       15,293         62,191       62,067  
    PROVISION FOR CREDIT LOSSES   $ 1,604     $ 6,116       $ 2,673     $ 5,548  
    NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES     15,021       9,177         59,518       56,519  
                         
                         
    OTHER INCOME                    
    Service charges and fees     1,595       1,421         5,959       5,613  
    Income from fiduciary activities     224       210         943       898  
    Net realized (losses) gains on sales of securities     (19,962 )             (19,962 )     (209 )
    Gains on sales of loans, net     50       36         195       63  
    Gains on sales of foreclosed real estate owned           66         32       80  
    Earnings and proceeds on life insurance policies     275       242         1,056       1,012  
    Other     159       148         626       667  
    Total other income     (17,659 )     2,123         (11,151 )     8,124  
                         
    OTHER EXPENSES                    
    Salaries and employee benefits     6,690       5,672         25,018       23,565  
    Occupancy, furniture and equipment     1,291       1,265         5,049       5,083  
    Data processing and related operations     1,312       877         4,520       3,342  
    Taxes, other than income     163       77         615       566  
    Professional fees     504       544         2,173       1,676  
    FDIC Insurance assessment     335       287         1,344       985  
    Foreclosed real estate     9       17         54       129  
    Amortization of intangibles     15       19         69       85  
    Other     3,100       2,091         9,783       8,066  
    Total other expenses     13,419       10,849         48,625       43,497  
                         
    INCOME BEFORE TAX (BENEFIT) EXPENSE     (16,057 )     451         (258 )     21,146  
    INCOME TAX (BENEFIT) EXPENSE     (3,406 )     96         (98 )     4,387  
    NET (LOSS) INCOME  $   (12,651 ) $   355      $   (160 ) $   16,759  
                         
    Basic (loss) earnings per share $   (1.54 ) $   0.04     $   (0.02 ) $   2.08  
                         
    Diluted (loss) earnings per share $   (1.54 ) $   0.04     $   (0.02 ) $   2.07  
                         
    NORWOOD FINANCIAL CORP              
    NET INTEREST MARGIN ANALYSIS              
    (dollars in thousands)              
                                         
      For the Quarter Ended
      December 31, 2024 September 30, 2024 December 31, 2023
      Average   Average   Average   Average   Average   Average  
      Balance Interest    Rate   Balance Interest     Rate   Balance Interest     Rate  
      (2)   (1)   (3)   (2)   (1)   (3)   (2)   (1)   (3)  
    Assets                                    
    Interest-earning assets:                                    
    Interest-bearing deposits with banks $ 46,629   $ 574   4.90 % $ 36,221   $ 497   5.46 % $ 18,282   $ 253   5.49 %
    Securities available for sale:                                    
    Taxable   404,777     2,434   2.39     392,168     2,161   2.19     403,044     2,126   2.09  
    Tax-exempt (1)   65,628     449   2.72     67,563     461   2.71     70,049     479   2.71  
    Total securities available for sale (1)   470,405     2,883   2.44     459,731     2,622   2.27     473,093     2,605   2.18  
    Loans receivable (1) (4) (5)   1,690,650     26,246   6.18     1,651,921     25,575   6.16     1,605,496     23,422   5.79  
    Total interest-earning assets   2,207,684     29,703   5.35     2,147,873     28,694   5.31     2,096,871     26,280   4.97  
    Non-interest earning assets:                                    
    Cash and due from banks   27,283             28,193             27,791          
    Allowance for credit losses   (18,741 )           (17,944 )           (16,728 )        
    Other assets   83,506             78,344             58,231          
    Total non-interest earning assets   92,048             88,593             69,294          
    Total Assets $ 2,299,732           $ 2,236,466           $ 2,166,165          
    Liabilities and Stockholders’ Equity                                    
    Interest-bearing liabilities:                                    
    Interest-bearing demand and money market $ 528,330   $ 3,017   2.27   $ 461,897   $ 2,782   2.40   $ 463,792   $ 2,059   1.76  
    Savings   209,362     162   0.31     221,366     13   0.02     226,809     119   0.21  
    Time   764,819     7,805   4.06     734,235     7,758   4.20     679,587     6,732   3.93  
    Total interest-bearing deposits   1,502,511     10,984   2.91     1,417,498     10,553   2.96     1,370,188     8,910   2.58  
    Short-term borrowings   46,267     348   2.99     53,622     323   2.40     59,836     346   2.29  
    Other borrowings   133,620     1,528   4.55     146,357     1,680   4.57     131,071     1,536   4.65  
       Total interest-bearing liabilities   1,682,398     12,860   3.04     1,617,477     12,556   3.09     1,561,095     10,792   2.74  
    Non-interest bearing liabilities:                                    
    Demand deposits   394,001             400,314             411,434          
    Other liabilities   30,352             29,540             25,316          
    Total non-interest bearing liabilities   424,353             429,854             436,750          
    Stockholders’ equity   192,981             189,135             168,320          
    Total Liabilities and Stockholders’ Equity $ 2,299,732           $ 2,236,466           $ 2,166,165          
    Net interest income/spread (tax equivalent basis)       16,843   2.31 %       16,138   2.23 %       15,488   2.23 %
    Tax-equivalent basis adjustment       (218 )           (207 )           (195 )    
    Net interest income     $ 16,625           $ 15,931           $ 15,293      
    Net interest margin (tax equivalent basis)         3.04 %         2.99 %         2.93 %
                                         
    (1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.  
    (2) Average balances have been calculated based on daily balances.  
    (3) Annualized  
    (4) Loan balances include non-accrual loans and are net of unearned income.  
    (5) Loan yields include the effect of amortization of deferred fees, net of costs.  
                                         
                                         
      Year to Date
      December 31, 2024 September 30, 2024 December 31, 2023
      Average   Average   Average   Average   Average   Average  
      Balance Interest    Rate   Balance Interest     Rate   Balance Interest     Rate  
      (2)   (1)   (3)   (2)   (1)   (3)   (2)   (1)   (3)  
    Assets                                    
    Interest-earning assets:                                    
    Interest-bearing deposits with banks $ 51,433   $ 2,768   5.38 % $ 53,046   $ 2,194   5.52 % $ 7,537   $ 409   5.43 %
    Securities available for sale:                                    
    Taxable   400,050     8,948   2.24     398,462     6,514   2.18     411,633     8,390   2.04  
    Tax-exempt (1)   68,041     1,868   2.75     68,852     1,419   2.75     70,598     1,940   2.75  
    Total securities available for sale (1)   468,091     10,816   2.31     467,314     7,933   2.27     482,231     10,330   2.14  
    Loans receivable (1) (4) (5)   1,646,128     99,815   6.06     1,631,179     73,569   6.02     1,565,665     85,550   5.46  
    Total interest-earning assets   2,165,652     113,399   5.24     2,151,539     83,696   5.20     2,055,433     96,289   4.68  
    Non-interest earning assets:                                    
    Cash and due from banks   26,629             26,409             26,633          
    Allowance for credit losses   (18,450 )           (18,353 )           (18,122 )        
    Other assets   76,340             73,935             64,626          
    Total non-interest earning assets   84,519             81,991             73,137          
    Total Assets $ 2,250,171           $ 2,233,530           $ 2,128,570          
    Liabilities and Stockholders’ Equity                                    
    Interest-bearing liabilities:                                    
    Interest-bearing demand and money market $ 476,106   $ 10,506   2.21   $ 460,579   $ 7,489   2.17   $ 466,329   $ 5,824   1.25  
    Savings   220,190     711   0.32     223,825     549   0.33     248,629     378   0.15  
    Time   744,895     31,117   4.18     738,205     23,311   4.22     610,726     19,827   3.25  
    Total interest-bearing deposits   1,441,191     42,334   2.94     1,422,609     31,349   2.94     1,325,684     26,029   1.96  
    Short-term borrowings   54,867     1,363   2.48     57,754     1,015   2.35     93,455     3,048   3.26  
    Other borrowings   146,195     6,692   4.58     150,418     5,165   4.59     94,931     4,396   4.63  
    Total interest-bearing liabilities   1,642,253     50,389   3.07     1,630,781     37,529   3.07     1,514,070     33,473   2.21  
    Non-interest bearing liabilities:                                    
    Demand deposits   393,616             391,479             418,631          
    Other liabilities   28,350             27,677             22,595          
    Total non-interest bearing liabilities   421,966             419,156             441,226          
    Stockholders’ equity   185,952             183,593             173,274          
    Total Liabilities and Stockholders’ Equity $ 2,250,171           $ 2,233,530           $ 2,128,570          
    Net interest income/spread (tax equivalent basis)       63,010   2.17 %       46,167   2.12 %       62,816   2.47 %
    Tax-equivalent basis adjustment       (819 )           (601 )           (749 )    
    Net interest income     $ 62,191           $ 45,566           $ 62,067      
    Net interest margin (tax equivalent basis)         2.91 %         2.87 %         3.06 %
                                         
    (1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.  
    (2) Average balances have been calculated based on daily balances.  
    (3) Annualized  
    (4) Loan balances include non-accrual loans and are net of unearned income.  
    (5) Loan yields include the effect of amortization of deferred fees, net of costs.  
    NORWOOD FINANCIAL CORP          
    Financial Highlights (Unaudited)          
    (dollars in thousands, except per share data)          
               
    For the Three Months Ended December 31   2024       2023  
               
    Net interest income $ 16,625     $ 15,293  
    Net (loss) income   (12,651 )     355  
               
    Net interest spread (fully taxable equivalent)   2.31%       2.23%  
    Net interest margin (fully taxable equivalent)   3.04%       2.93%  
    Return on average assets   -2.19%       0.06%  
    Return on average equity   -26.08%       0.84%  
    Return on average tangible equity   -30.77%       1.01%  
    Basic (loss) earnings per share $ (1.54 )   $ 0.04  
    Diluted (loss) earnings per share $ (1.54 )   $ 0.04  
               
    For the Twelve Months Ended December 31   2024       2023  
               
    Net interest income $ 62,191     $ 62,067  
    Net (loss) income   (160 )     16,759  
               
    Net interest spread (fully taxable equivalent)   2.17%       2.47%  
    Net interest margin (fully taxable equivalent)   2.91%       3.06%  
    Return on average assets   -0.01%       0.79%  
    Return on average equity   -0.09%       9.67%  
    Return on average tangible equity   -0.10%       11.66%  
    Basic (loss) earnings per share $ (0.02 )   $ 2.08  
    Diluted (loss) earnings per share $ (0.02 )   $ 2.07  
               
    As of December 31   2024       2023  
               
    Total assets $ 2,317,462     $ 2,201,079  
    Total loans receivable   1,713,638       1,603,618  
    Allowance for credit losses   19,843       18,968  
    Total deposits   1,859,163       1,795,159  
    Stockholders’ equity   213,508       181,070  
    Trust assets under management   205,097       192,374  
               
    Book value per share $ 23.02     $ 22.33  
    Tangible book value per share $ 19.85     $ 18.69  
    Equity to total assets   9.21%       8.23%  
    Allowance to total loans receivable   1.16%       1.18%  
    Nonperforming loans to total loans   0.46%       0.48%  
    Nonperforming assets to total assets   0.34%       0.35%  
               
    NORWOOD FINANCIAL CORP                    
    Consolidated Balance Sheets (unaudited)                    
    (dollars in thousands)                    
        December 31   September 30 June 30   March 31   December 31
        2024     2024     2024     2024     2023  
    ASSETS                    
    Cash and due from banks $ 27,562   $ 47,072   $ 29,903   $ 19,519   $ 28,533  
    Interest-bearing deposits with banks   44,777     35,808     39,492     92,444     37,587  
    Cash and cash equivalents   72,339     82,880     69,395     111,963     66,120  
                         
    Securities available for sale   397,846     396,891     397,578     398,374     406,259  
    Loans receivable   1,713,638     1,675,139     1,641,356     1,621,448     1,603,618  
    Less: Allowance for credit losses   19,843     18,699     17,807     18,020     18,968  
    Net loans receivable   1,693,795     1,656,440     1,623,549     1,603,428     1,584,650  
    Regulatory stock, at cost   13,366     6,329     6,443     6,545     7,318  
    Bank owned life insurance   46,657     46,382     46,121     45,869     46,439  
    Bank premises and equipment, net   19,657     18,503     18,264     18,057     17,838  
    Foreclosed real estate owned   0     0     0     97     97  
    Goodwill and other intangibles   29,418     29,433     29,449     29,468     29,487  
    Other assets   44,384     42,893     44,517     46,622     42,871  
    TOTAL ASSETS $ 2,317,462   $ 2,279,751   $ 2,235,316   $ 2,260,423   $ 2,201,079  
                         
    LIABILITIES                    
    Deposits:                    
    Non-interest bearing demand $ 381,479   $ 420,967   $ 391,849   $ 383,362   $ 399,545  
    Interest-bearing deposits   1,477,684     1,434,284     1,419,323     1,455,636     1,395,614  
    Total deposits   1,859,163     1,855,251     1,811,172     1,838,998     1,795,159  
    Borrowings   214,862     197,412     210,422     211,234     198,312  
    Other liabilities   29,929     31,434     31,534     28,978     26,538  
    TOTAL LIABILITIES   2,103,954     2,084,097     2,053,128     2,079,210     2,020,009  
                         
    STOCKHOLDERS’ EQUITY   213,508     195,654     182,188     181,213     181,070  
                         
    TOTAL LIABILITIES AND                    
    STOCKHOLDERS’ EQUITY $ 2,317,462   $ 2,279,751   $ 2,235,316   $ 2,260,423   $ 2,201,079  
                         
                         
                         
    NORWOOD FINANCIAL CORP                    
    Consolidated Statements of Income (unaudited)                    
    (dollars in thousands, except per share data)                    
        December 31   September 30 June 30   March 31   December 31
    Three months ended   2024     2024     2024     2024     2023  
    INTEREST INCOME                    
    Loans receivable, including fees $ 26,122   $ 25,464   $ 24,121   $ 23,681   $ 23,328  
    Securities   2,789     2,526     2,584     2,526     2,504  
    Other   574     497     966     731     253  
    Total interest income   29,485     28,487     27,671     26,938     26,085  
                         
    INTEREST EXPENSE                    
    Deposits   10,984     10,553     10,687     10,110     8,910  
    Borrowings   1,876     2,003     2,059     2,118     1,882  
    Total interest expense   12,860     12,556     12,746     12,228     10,792  
    NET INTEREST INCOME   16,625     15,931     14,925     14,710     15,293  
    PROVISION FOR (RELEASE OF) CREDIT LOSSES   1,604     1,345     347     (624 )   6,116  
    NET INTEREST INCOME AFTER (RELEASE OF) PROVISION                    
    FOR CREDIT LOSSES   15,021     14,586     14,578     15,334     9,177  
                         
    OTHER INCOME                    
    Service charges and fees   1,595     1,517     1,504     1,343     1,421  
    Income from fiduciary activities   224     256     225     238     210  
    Net realized (losses) gains on sales of securities   (19,962 )                
    Gains on sales of loans, net   50     103     36     6     36  
    Gains on sales of foreclosed real estate owned           32         66  
    Earnings and proceeds on life insurance policies   275     261     253     268     242  
    Other   159     158     157     151     148  
    Total other income   (17,659 )   2,295     2,207     2,006     2,123  
                         
    OTHER EXPENSES                    
    Salaries and employee benefits   6,690     6,239     5,954     6,135     5,672  
    Occupancy, furniture and equipment, net   1,291     1,269     1,229     1,261     1,265  
    Foreclosed real estate   9     9     15     21     17  
    FDIC insurance assessment   335     339     309     361     287  
    Other   5,094     4,175     3,937     3,954     3,608  
    Total other expenses   13,419     12,031     11,444     11,732     10,849  
                         
    INCOME BEFORE TAX (BENEFIT) EXPENSE   (16,057 )   4,850     5,341     5,608     451  
    INCOME TAX (BENEFIT) EXPENSE   (3,406 )   1,006     1,128     1,175     96  
    NET (LOSS) INCOME $ (12,651 ) $ 3,844   $ 4,213   $ 4,433   $ 355  
                         
    Basic (loss) earnings per share $ (1.54 ) $ 0.48   $ 0.52   $ 0.55   $ 0.04  
                         
    Diluted (loss) earnings per share $ (1.54 ) $ 0.48   $ 0.52   $ 0.55   $ 0.04  
                         
    Book Value per share $ 23.02   $ 24.92   $ 23.26   $ 23.01   $ 22.99  
    Tangible Book Value per share   19.85     21.28     19.62     19.38     19.36  
                         
    Return on average assets (annualized)   -2.19 %   0.68%     0.75%     0.80%     0.06%  
    Return on average equity (annualized)   -26.08 %   8.09%     9.41%     9.79%     0.84%  
    Return on average tangible equity (annualized)   -30.77 %   9.58%     11.26%     11.68%     1.01%  
                         
    Net interest spread (fte)   2.31%     2.23%     2.06%     2.06%     2.23%  
    Net interest margin (fte)   3.04%     2.99%     2.80%     2.79%     2.93%  
                         
    Allowance for credit losses to total loans   1.16%     1.12%     1.08%     1.11%     1.18%  
    Net charge-offs to average loans (annualized)   0.12%     0.08%     0.13%     0.08%     0.79%  
    Nonperforming loans to total loans   0.46%     0.47%     0.47%     0.23%     0.48%  
    Nonperforming assets to total assets   0.34%     0.35%     0.34%     0.17%     0.35%  

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

    The MIL Network

  • MIL-OSI: Park National Corporation reports 2024 results

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

    Complete financial tables are listed below.

    Category: Earnings

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

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

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

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

       
    PARK NATIONAL CORPORATION  
    Financial Highlights  
    As of or for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023  
                     
        2024       2024       2023       Percent change vs.  
    (in thousands, except common share and per common share data and ratios) 4th QTR 3rd QTR 4th QTR   3Q ’24   4Q ’23  
    INCOME STATEMENT:                
    Net interest income $ 103,445     $ 101,114     $ 95,074       2.3   % 8.8   %
    Provision for credit losses   3,935       5,315       1,809       (26.0 ) % 117.5   %
    Other income   31,064       36,530       15,519       (15.0 ) % 100.2   %
    Other expense   83,241       85,681       79,043       (2.8 ) % 5.3   %
    Income before income taxes $ 47,333     $ 46,648     $ 29,741       1.5   % 59.2   %
    Income taxes   8,703       8,431       5,241       3.2   % 66.1   %
    Net income $ 38,630     $ 38,217     $ 24,500       1.1   % 57.7   %
                     
    MARKET DATA:                
    Earnings per common share – basic (a) $ 2.39     $ 2.37     $ 1.52       0.8   % 57.2   %
    Earnings per common share – diluted (a)   2.37       2.35       1.51       0.9   % 57.0   %
    Quarterly cash dividend declared per common share   1.06       1.06       1.05         % 1.0   %
    Special cash dividend declared per common share   0.50                   N.M.   N.M.  
    Book value per common share at period end   76.98       76.74       71.06       0.3   % 8.3   %
    Market price per common share at period end   171.43       167.98       132.86       2.1   % 29.0   %
    Market capitalization at period end   2,770,134       2,713,152       2,141,235       2.1   % 29.4   %
                     
    Weighted average common shares – basic (b)   16,156,827       16,151,640       16,113,215         % 0.3   %
    Weighted average common shares – diluted (b)   16,283,701       16,264,393       16,216,562       0.1   % 0.4   %
    Common shares outstanding at period end   16,158,982       16,151,640       16,116,479         % 0.3   %
                     
    PERFORMANCE RATIOS: (annualized)                
    Return on average assets (a)(b)   1.54   %   1.53   %   0.98   %   0.7   % 57.1   %
    Return on average shareholders’ equity (a)(b)   12.32   %   12.56   %   8.81   %   (1.9 ) % 39.8   %
    Yield on loans   6.21   %   6.24   %   5.84   %   (0.5 ) % 6.3   %
    Yield on investment securities   3.46   %   3.74   %   3.88   %   (7.5 ) % (10.8 ) %
    Yield on money market instruments   4.75   %   5.38   %   5.30   %   (11.7 ) % (10.4 ) %
    Yield on interest earning assets   5.82   %   5.88   %   5.48   %   (1.0 ) % 6.2   %
    Cost of interest bearing deposits   1.90   %   2.06   %   1.84   %   (7.8 ) % 3.3   %
    Cost of borrowings   3.86   %   3.97   %   4.42   %   (2.8 ) % (12.7 ) %
    Cost of paying interest bearing liabilities   1.99   %   2.15   %   2.01   %   (7.4 ) % (1.0 ) %
    Net interest margin (g)   4.51   %   4.45   %   4.17   %   1.3   % 8.2   %
    Efficiency ratio (g)   61.60   %   61.98   %   70.93   %   (0.6 ) % (13.2 ) %
                     
    OTHER DATA (NON-GAAP) AND BALANCE SHEET INFORMATION:                
    Tangible book value per common share (d) $ 66.89     $ 66.62     $ 60.87       0.4   % 9.9   %
    Average interest earning assets   9,176,540       9,100,594       9,120,407       0.8   % 0.6   %
    Pre-tax, pre-provision net income (j)   51,268       51,963       31,550       (1.3 ) % 62.5   %
                     
    Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.  
                     
                     
    PARK NATIONAL CORPORATION  
    Financial Highlights (continued)  
    As of or for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023
     
                     
              Percent change vs.  
    (in thousands, except ratios) December 31,
    2024
    September 30,
    2024
    December 31,
    2023
      3Q ’24   4Q ’23  
    BALANCE SHEET:                
    Investment securities $ 1,100,861     $ 1,233,297     $ 1,429,144       (10.7 ) % (23.0 ) %
    Loans   7,817,128       7,730,984       7,476,221       1.1   % 4.6   %
    Allowance for credit losses   87,966       87,237       83,745       0.8   % 5.0   %
    Goodwill and other intangible assets   163,032       163,320       164,247       (0.2 ) % (0.7 ) %
    Other real estate owned (OREO)   938       1,119       983       (16.2 ) % (4.6 ) %
    Total assets   9,805,350       9,903,049       9,836,453       (1.0 ) % (0.3 ) %
    Total deposits   8,143,526       8,214,671       8,042,566       (0.9 ) % 1.3   %
    Borrowings   280,083       306,964       517,329       (8.8 ) % (45.9 ) %
    Total shareholders’ equity   1,243,848       1,239,413       1,145,293       0.4   % 8.6   %
    Tangible equity (d)   1,080,816       1,076,093       981,046       0.4   % 10.2   %
    Total nonperforming loans   69,932       71,541       61,118       (2.2 ) % 14.4   %
    Total nonperforming assets   70,870       72,660       62,101       (2.5 ) % 14.1   %
                     
    ASSET QUALITY RATIOS:                
    Loans as a % of period end total assets   79.72   %   78.07   %   76.01   %   2.1   % 4.9   %
    Total nonperforming loans as a % of period end loans   0.89   %   0.93   %   0.82   %   (4.3 ) % 8.5   %
    Total nonperforming assets as a % of period end loans + OREO + other nonperforming assets   0.91   %   0.94   %   0.83   %   (3.2 ) % 9.6   %
    Allowance for credit losses as a % of period end loans   1.13   %   1.13   %   1.12   %     % 0.9   %
    Net loan charge-offs $ 3,206     $ 4,653     $ 2,666       (31.1 ) % 20.3   %
    Annualized net loan charge-offs as a % of average loans (b)   0.16   %   0.24   %   0.14   %   (33.3 ) % 14.3   %
                     
    CAPITAL & LIQUIDITY:                
    Total shareholders’ equity / Period end total assets   12.69   %   12.52   %   11.64   %   1.4   % 9.0   %
    Tangible equity (d) / Tangible assets (f)   11.21   %   11.05   %   10.14   %   1.4   % 10.6   %
    Average shareholders’ equity / Average assets (b)   12.47   %   12.20   %   11.16   %   2.2   % 11.7   %
    Average shareholders’ equity / Average loans (b)   16.08   %   15.76   %   14.94   %   2.0   % 7.6   %
    Average loans / Average deposits (b)   93.00   %   92.69   %   89.48   %   0.3   % 3.9   %
                     
    Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.      
               
       
    PARK NATIONAL CORPORATION  
    Financial Highlights  
    Year months ended December 31, 2024 and December 31, 2023        
               
    (in thousands, except common share and per common share data and ratios)   2024       2023       Percent change vs ’23  
    INCOME STATEMENT:          
    Net interest income $ 398,019     $ 373,113       6.7   %
    Provision for credit losses   14,543       2,904       400.8   %
    Other income   122,588       92,634       32.3   %
    Other expense   321,339       309,239       3.9   %
    Income before income taxes $ 184,725     $ 153,604       20.3   %
    Income taxes   33,305       26,870       23.9   %
    Net income $ 151,420     $ 126,734       19.5   %
               
    MARKET DATA:          
    Earnings per common share – basic (a) $ 9.38     $ 7.84       19.6   %
    Earnings per common share – diluted (a)   9.32       7.80       19.5   %
    Quarterly cash dividend declared per common share   4.24       4.20       1.0   %
    Special cash dividend declared per common share   0.50             N.M.    
               
    Weighted average common shares – basic (b)   16,143,708       16,163,500       (0.1 ) %
    Weighted average common shares – diluted (b)   16,244,797       16,250,019         %
               
    PERFORMANCE RATIOS:          
    Return on average assets (a)(b)   1.53   %   1.27   %   20.5   %
    Return on average shareholders’ equity (a)(b)   12.65   %   11.55   %   9.5   %
    Yield on loans   6.14   %   5.55   %   10.6   %
    Yield on investment securities   3.74   %   3.73   %   0.3   %
    Yield on money market instruments   5.16   %   5.00   %   3.2   %
    Yield on interest earning assets   5.78   %   5.18   %   11.6   %
    Cost of interest bearing deposits   1.97   %   1.52   %   29.6   %
    Cost of borrowings   4.05   %   3.79   %   6.9   %
    Cost of paying interest bearing liabilities   2.08   %   1.67   %   24.6   %
    Net interest margin (g)   4.41   %   4.11   %   7.3   %
    Efficiency ratio (g)   61.44   %   65.87   %   (6.7 ) %
               
    ASSET QUALITY RATIOS:          
    Net loan charge-offs $ 10,322     $ 4,921       109.8   %
    Net loan charge-offs as a % of average loans (b)   0.14   %   0.07   %   100.0   %
               
    CAPITAL & LIQUIDITY          
    Average shareholders’ equity / Average Assets (b)   12.09   %   11.02   %   9.7   %
    Average shareholders’ equity / Average loans (b)   15.69   %   15.19   %   3.3   %
    Average loans / Average deposits (b)   92.34   %   86.39   %   6.9   %
               
    OTHER DATA (NON-GAAP) AND BALANCE SHEET INFORMATION:          
    Average interest earning assets   9,085,850       9,171,721       (0.9 ) %
    Pre-tax, pre-provision net income (j)   199,268       156,508       27.3   %
               
    Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.  
       
     
    PARK NATIONAL CORPORATION
    Consolidated Statements of Income
                     
        Three Months Ended   Twelve Month Ended
        December 31   December 31
    (in thousands, except share and per share data)     2024     2023     2024     2023
                     
    Interest income:                
    Interest and fees on loans   $ 120,870   $ 108,495   $ 467,602   $ 399,795
    Interest on debt securities:                
    Taxable     8,641     13,055     41,718     52,786
    Tax-exempt     1,351     2,248     5,524     10,966
    Other interest income     2,751     1,408     8,121     8,123
    Total interest income     133,613     125,206     522,965     471,670
                     
    Interest expense:                
    Interest on deposits:                
    Demand and savings deposits     19,802     19,467     82,789     71,776
    Time deposits     7,658     6,267     29,594     12,677
    Interest on borrowings     2,708     4,398     12,563     14,104
    Total interest expense     30,168     30,132     124,946     98,557
                     
    Net interest income     103,445     95,074     398,019     373,113
                     
    Provision for credit losses     3,935     1,809     14,543     2,904
                     
    Net interest income after provision for credit losses     99,510     93,265     383,476     370,209
                     
    Other income     31,064     15,519     122,588     92,634
                     
    Other expense     83,241     79,043     321,339     309,239
                     
    Income before income taxes     47,333     29,741     184,725     153,604
                     
    Income taxes     8,703     5,241     33,305     26,870
                     
    Net income   $ 38,630   $ 24,500   $ 151,420   $ 126,734
                     
    Per common share:                
    Net income – basic   $ 2.39   $ 1.52   $ 9.38   $ 7.84
    Net income – diluted   $ 2.37   $ 1.51   $ 9.32   $ 7.80
                     
    Weighted average common shares – basic     16,156,827     16,113,215     16,143,708     16,163,500
    Weighted average common shares – diluted     16,283,701     16,216,562     16,244,797     16,250,019
                     
    Cash dividends declared:                
    Quarterly dividend   $ 1.06   $ 1.05   $ 4.24   $ 4.20
    Special dividend   $ 0.50   $   $ 0.50   $
                             
       
    PARK NATIONAL CORPORATION   
    Consolidated Balance Sheets  
             
    (in thousands, except share data) December 31, 2024   December 31, 2023  
             
    Assets        
             
    Cash and due from banks $ 122,363     $ 160,477    
    Money market instruments   38,203       57,791    
    Investment securities   1,100,861       1,429,144    
    Loans   7,817,128       7,476,221    
    Allowance for credit losses   (87,966 )     (83,745 )  
    Loans, net   7,729,162       7,392,476    
    Bank premises and equipment, net   69,522       74,211    
    Goodwill and other intangible assets   163,032       164,247    
    Other real estate owned   938       983    
    Other assets   581,269       557,124    
    Total assets $ 9,805,350     $ 9,836,453    
             
    Liabilities and Shareholders’ Equity        
             
    Deposits:        
    Noninterest bearing $ 2,612,708     $ 2,628,234    
    Interest bearing   5,530,818       5,414,332    
    Total deposits   8,143,526       8,042,566    
    Borrowings   280,083       517,329    
    Other liabilities   137,893       131,265    
    Total liabilities $ 8,561,502     $ 8,691,160    
             
             
    Shareholders’ Equity:        
    Preferred shares (200,000 shares authorized; no shares outstanding at December 31, 2024 and December 31, 2023) $     $    
    Common shares (No par value; 20,000,000 shares authorized; 17,623,104 shares issued at December 31, 2024 and December 31, 2023)   463,706       463,280    
    Total shareholders’ equity $ 1,243,848     $ 1,145,293    
    Total liabilities and shareholders’ equity $ 9,805,350     $ 9,836,453    
     
    PARK NATIONAL CORPORATION 
    Consolidated Average Balance Sheets
               
      Three Months Ended   Twelve Months Ended
      December 31,   December 31,
    (in thousands)   2024     2023       2024     2023  
               
    Assets          
               
    Cash and due from banks $ 122,949   $ 134,593     $ 129,070   $ 147,414  
    Money market instruments   230,591     105,425       157,292     162,544  
    Investment securities    1,167,467     1,544,942       1,265,680     1,716,037  
    Loans   7,757,229     7,387,512       7,627,419     7,222,479  
    Allowance for credit losses   (87,608 )   (85,493 )     (85,930 )   (87,002 )
    Loans, net   7,669,621     7,302,019       7,541,489     7,135,477  
    Bank premises and equipment, net   70,615     76,718       72,689     79,443  
    Goodwill and other intangible assets   163,221     164,466       163,669     164,960  
    Other real estate owned   1,079     1,342       1,192     1,654  
    Other assets   582,785     560,683       570,183     550,025  
    Total assets $ 10,008,328   $ 9,890,188     $ 9,901,264   $ 9,957,554  
               
               
    Liabilities and Shareholders’ Equity          
               
    Deposits:          
    Noninterest bearing $ 2,593,128   $ 2,694,148     $ 2,564,009   $ 2,814,259  
    Interest bearing   5,747,671     5,561,845       5,696,185     5,546,015  
    Total deposits   8,340,799     8,255,993       8,260,194     8,360,274  
    Borrowings   279,149     394,423       309,996     371,955  
    Other liabilities   140,700     136,046       133,954     128,182  
    Total liabilities $ 8,760,648   $ 8,786,462     $ 8,704,144   $ 8,860,411  
               
    Shareholders’ Equity:          
    Preferred shares $   $     $   $  
    Common shares   462,146     461,864       461,433     460,973  
    Accumulated other comprehensive loss, net of taxes   (41,229 )   (108,219 )     (60,619 )   (98,154 )
    Retained earnings   978,267     906,091       949,160     884,711  
    Treasury shares   (151,504 )   (156,010 )     (152,854 )   (150,387 )
    Total shareholders’ equity $ 1,247,680   $ 1,103,726     $ 1,197,120   $ 1,097,143  
    Total liabilities and shareholders’ equity $ 10,008,328   $ 9,890,188     $ 9,901,264   $ 9,957,554  
               
     
    PARK NATIONAL CORPORATION 
    Consolidated Statements of Income – Linked Quarters
               
      2024 2024 2024 2024 2023
    (in thousands, except per share data) 4th QTR 3rd QTR 2nd QTR 1st QTR 4th QTR
               
    Interest income:          
    Interest and fees on loans  $ 120,870 $ 120,203 $ 115,318 $ 111,211 $ 108,495
    Interest on debt securities:          
    Taxable   8,641   10,228   10,950   11,899   13,055
    Tax-exempt   1,351   1,381   1,382   1,410   2,248
    Other interest income   2,751   1,996   1,254   2,120   1,408
    Total interest income   133,613   133,808   128,904   126,640   125,206
               
    Interest expense:          
    Interest on deposits:          
    Demand and savings deposits   19,802   22,762   20,370   19,855   19,467
    Time deposits   7,658   7,073   7,525   7,338   6,267
    Interest on borrowings   2,708   2,859   3,172   3,824   4,398
    Total interest expense   30,168   32,694   31,067   31,017   30,132
               
    Net interest income   103,445   101,114   97,837   95,623   95,074
               
    Provision for credit losses   3,935   5,315   3,113   2,180   1,809
               
    Net interest income after provision for credit losses   99,510   95,799   94,724   93,443   93,265
               
    Other income   31,064   36,530   28,794   26,200   15,519
               
    Other expense   83,241   85,681   75,189   77,228   79,043
               
    Income before income taxes   47,333   46,648   48,329   42,415   29,741
               
    Income taxes   8,703   8,431   8,960   7,211   5,241
               
    Net income  $ 38,630 $ 38,217 $ 39,369 $ 35,204 $ 24,500
               
    Per common share:          
    Net income – basic $ 2.39 $ 2.37 $ 2.44 $ 2.18 $ 1.52
    Net income – diluted $ 2.37 $ 2.35 $ 2.42 $ 2.17 $ 1.51
                         
     
    PARK NATIONAL CORPORATION 
    Detail of other income and other expense – Linked Quarters
               
       2024   2024  2024  2024   2023 
    (in thousands) 4th QTR 3rd QTR 2nd QTR 1st QTR 4th QTR
               
    Other income:          
    Income from fiduciary activities $ 11,122   $ 10,615 $ 10,728 $ 10,024   $ 8,943  
    Service charges on deposit accounts   2,319     2,362   2,214   2,106     2,054  
    Other service income   3,277     3,036   2,906   2,524     2,349  
    Debit card fee income   6,511     6,539   6,580   6,243     6,583  
    Bank owned life insurance income   1,519     2,057   1,565   2,629     1,373  
    ATM fees   415     471   458   496     517  
    Pension settlement gain   365     5,783          
    Loss on sale of debt securities, net   (128 )       (398 )   (7,875 )
    Gain (loss) on equity securities, net   1,852     1,557   358   (687 )   353  
    Other components of net periodic benefit income   2,651     2,204   2,204   2,204     1,893  
    Miscellaneous   1,161     1,906   1,781   1,059     (671 )
    Total other income $ 31,064   $ 36,530 $ 28,794 $ 26,200   $ 15,519  
               
    Other expense:          
    Salaries $ 37,254   $ 38,370 $ 35,954 $ 35,733   $ 36,192  
    Employee benefits   10,129     10,162   9,873   11,560     10,088  
    Occupancy expense   2,929     3,731   2,975   3,181     3,344  
    Furniture and equipment expense   2,375     2,571   2,454   2,583     2,824  
    Data processing fees   10,450     11,764   9,542   8,808     9,605  
    Professional fees and services   10,465     7,842   6,022   6,817     7,015  
    Marketing   1,949     1,464   1,164   1,741     1,716  
    Insurance   1,600     1,640   1,777   1,718     1,708  
    Communication   1,104     955   1,002   1,036     993  
    State tax expense   1,145     1,116   1,129   1,110     1,158  
    Amortization of intangible assets   288     287   320   320     334  
    Foundation contributions       2,000         1,000  
    Miscellaneous   3,553     3,779   2,977   2,621     3,066  
    Total other expense $ 83,241   $ 85,681 $ 75,189 $ 77,228   $ 79,043  
               
     
    PARK NATIONAL CORPORATION 
    Asset Quality Information
                 
        Year ended December 31,
    (in thousands, except ratios)     2024       2023       2022       2021       2020    
                 
    Allowance for credit losses:            
    Allowance for credit losses, beginning of period   $ 83,745     $ 85,379     $ 83,197     $ 85,675     $ 56,679    
    Cumulative change in accounting principle; adoption of ASU 2022-02 in 2023 and ASU 2016-13 in 2021           383             6,090          
    Charge-offs     18,334       10,863       9,133       5,093       10,304    
    Recoveries     8,012       5,942       6,758       8,441       27,246    
    Net charge-offs (recoveries)     10,322       4,921       2,375       (3,348 )     (16,942 )  
    Provision for (recovery of) credit losses     14,543       2,904       4,557       (11,916 )     12,054    
    Allowance for credit losses, end of period   $ 87,966     $ 83,745     $ 85,379     $ 83,197     $ 85,675    
                 
    General reserve trends:            
    Allowance for credit losses, end of period   $ 87,966     $ 83,745     $ 85,379     $ 83,197     $ 85,675    
    Allowance on accruing purchased credit deteriorated (“PCD”) loans (purchased credit impaired (“PCI”) loans for years 2020 and prior)                             167    
    Allowance on purchased loans excluded from collectively evaluated loans (for years 2020 and prior)     N.A.       N.A.       N.A.       N.A.       678    
    Specific reserves on individually evaluated loans     1,299       4,983       3,566       1,616       5,434    
    General reserves on collectively evaluated loans   $ 86,667     $ 78,762     $ 81,813     $ 81,581     $ 79,396    
                 
    Total loans   $ 7,817,128     $ 7,476,221     $ 7,141,891     $ 6,871,122     $ 7,177,785    
    Accruing PCD loans (PCI loans for years 2020 and prior)     2,174       2,835       4,653       7,149       11,153    
    Purchased loans excluded from collectively evaluated loans (for years 2020 and prior)     N.A.       N.A.       N.A.       N.A.       360,056    
    Individually evaluated loans (k)     53,149       45,215       78,341       74,502       108,407    
    Collectively evaluated loans   $ 7,761,805     $ 7,428,171     $ 7,058,897     $ 6,789,471     $ 6,698,169    
                 
    Asset Quality Ratios:            
    Net charge-offs (recoveries) as a % of average loans     0.14   %   0.07   %   0.03   %   (0.05 ) %   (0.24 ) %
    Allowance for credit losses as a % of period end loans     1.13   %   1.12   %   1.20   %   1.21   %   1.19   %
    General reserve as a % of collectively evaluated loans     1.12   %   1.06   %   1.16   %   1.20   %   1.19   %
                 
    Nonperforming assets:            
    Nonaccrual loans   $ 68,178     $ 60,259     $ 79,696     $ 72,722     $ 117,368    
    Accruing troubled debt restructurings (for years 2022 and prior) (k)     N.A.       N.A.       20,134       28,323       20,788    
    Loans past due 90 days or more     1,754       859       1,281       1,607       1,458    
    Total nonperforming loans   $ 69,932     $ 61,118     $ 101,111     $ 102,652     $ 139,614    
    Other real estate owned     938       983       1,354       775       1,431    
    Other nonperforming assets                       2,750       3,164    
    Total nonperforming assets   $ 70,870     $ 62,101     $ 102,465     $ 106,177     $ 144,209    
    Percentage of nonaccrual loans to period end loans     0.87   %   0.81   %   1.12   %   1.06   %   1.64   %
    Percentage of nonperforming loans to period end loans     0.89   %   0.82   %   1.42   %   1.49   %   1.95   %
    Percentage of nonperforming assets to period end loans     0.91   %   0.83   %   1.43   %   1.55   %   2.01   %
    Percentage of nonperforming assets to period end total assets     0.72   %   0.63   %   1.04   %   1.11   %   1.55   %
                 
    Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.
                 
     
    PARK NATIONAL CORPORATION 
    Asset Quality Information (continued)
                 
        Year ended December 31,
    (in thousands, except ratios)    2024  2023  2022  2021  2020
                 
    New nonaccrual loan information:            
    Nonaccrual loans, beginning of period   $ 60,259 $ 79,696 $ 72,722 $ 117,368 $ 90,080
    New nonaccrual loans     65,535   48,280   64,918   38,478   103,386
    Resolved nonaccrual loans     57,616   67,717   57,944   83,124   76,098
    Nonaccrual loans, end of period   $ 68,178 $ 60,259 $ 79,696 $ 72,722 $ 117,368
                 
    Individually evaluated commercial loan portfolio information (period end): (k)
    Unpaid principal balance   $ 58,158 $ 47,564 $ 80,116 $ 75,126 $ 109,062
    Prior charge-offs     5,009   2,349   1,775   624   655
    Remaining principal balance     53,149   45,215   78,341   74,502   108,407
    Specific reserves     1,299   4,983   3,566   1,616   5,434
    Book value, after specific reserves   $ 51,850 $ 40,232 $ 74,775 $ 72,886 $ 102,973
                 
    Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.
     
           
    PARK NATIONAL CORPORATION      
    Financial Reconciliations            
    NON-GAAP RECONCILIATIONS            
      THREE MONTHS ENDED   TWELVE MONTHS ENDED
    (in thousands, except share and per share data) December 31,
    2024
    September 30,
    2024
    December 31,
    2023
      December 31,
    2024
    December 31,
    2023
    Net interest income $ 103,445     $ 101,114     $ 95,074       $ 398,019     $ 373,113    
    less purchase accounting accretion related to NewDominion and Carolina Alliance acquisitions   250       281       124         1,154       633    
    less interest income on former Vision Bank relationships   38       9       35         54       631    
    Net interest income – adjusted $ 103,157     $ 100,824     $ 94,915       $ 396,811     $ 371,849    
                 
    Provision for credit losses $ 3,935     $ 5,315     $ 1,809       $ 14,543     $ 2,904    
    less recoveries on former Vision Bank relationships         (234 )             (1,304 )     (788 )  
    Provision for credit losses – adjusted $ 3,935     $ 5,549     $ 1,809       $ 15,847     $ 3,692    
                 
    Other income $ 31,064     $ 36,530     $ 15,519       $ 122,588     $ 92,634    
    less loss on sale of debt securities, net   (128 )           (7,875 )       (526 )     (7,875 )  
    less pension settlement gain   365       5,783               6,148          
    less impact of strategic initiatives   117             (1,038 )       775       (1,038 )  
    less Vision related OREO valuation adjustments, net         1       (370 )       115       (370 )  
    less other service income related to former Vision Bank relationships   299             40         312       175    
    Other income – adjusted $ 30,411     $ 30,746     $ 24,762       $ 115,764     $ 101,742    
                 
    Other expense $ 83,241     $ 85,681     $ 79,043       $ 321,339     $ 309,239    
    less core deposit intangible amortization related to NewDominion and Carolina Alliance acquisitions   288       287       334         1,215       1,323    
    less Foundation contribution         2,000       1,000         2,000       1,000    
    less special incentive         1,700               1,700          
    less building demolition costs   44       349               458          
    less direct expenses related to collection of payments on former Vision Bank loan relationships   215                     215       100    
    Other expense – adjusted $ 82,694     $ 81,345     $ 77,709       $ 315,751     $ 306,816    
                 
    Tax effect of adjustments to net income identified above (i) $ (83 )   $ (414 )   $ 2,188       $ (787 )   $ 1,991    
                 
    Net income – reported $ 38,630     $ 38,217     $ 24,500       $ 151,420     $ 126,734    
    Net income – adjusted (h) $ 38,319     $ 36,659     $ 32,730       $ 148,459     $ 134,222    
                 
    Diluted earnings per common share $ 2.37     $ 2.35     $ 1.51       $ 9.32     $ 7.80    
    Diluted earnings per common share, adjusted (h) $ 2.35     $ 2.25     $ 2.02       $ 9.14     $ 8.26    
                 
    Annualized return on average assets (a)(b)   1.54   %   1.53   %   0.98   %     1.53   %   1.27   %
    Annualized return on average assets, adjusted (a)(b)(h)   1.52   %   1.47   %   1.31   %     1.50   %   1.35   %
                 
    Annualized return on average tangible assets (a)(b)(e)   1.56   %   1.56   %   1.00   %     1.56   %   1.29   %
    Annualized return on average tangible assets, adjusted (a)(b)(e)(h)   1.55   %   1.49   %   1.34   %     1.52   %   1.37   %
                 
    Annualized return on average shareholders’ equity (a)(b)   12.32   %   12.56   %   8.81   %     12.65   %   11.55   %
    Annualized return on average shareholders’ equity, adjusted (a)(b)(h)   12.22   %   12.05   %   11.76   %     12.40   %   12.23   %
                 
    Annualized return on average tangible equity (a)(b)(c)   14.17   %   14.52   %   10.35   %     14.65   %   13.60   %
    Annualized return on average tangible equity, adjusted (a)(b)(c)(h)   14.06   %   13.93   %   13.83   %     14.37   %   14.40   %
                 
    Efficiency ratio (g)   61.60   %   61.98   %   70.93   %     61.44   %   65.87   %
    Efficiency ratio, adjusted (g)(h)   61.63   %   61.55   %   64.48   %     61.31   %   64.28   %
                 
    Annualized net interest margin (g)   4.51   %   4.45   %   4.17   %     4.41   %   4.11   %
    Annualized net interest margin, adjusted (g)(h)   4.50   %   4.43   %   4.17   %     4.39   %   4.09   %
    Note: Explanations for footnotes (a) – (k) are included at the end of the financial tables in the “Financial Reconciliations” section.  
         
           
    PARK NATIONAL CORPORATION      
    Financial Reconciliations (continued)            
                 
    (a) Reported measure uses net income
    (b) Averages are for the three months ended December 31, 2024, September 30, 2024, and December 31, 2023 and the twelve months ended December 31, 2024 and December 31, 2023, as appropriate
    (c) Net income for each period divided by average tangible equity during the period. Average tangible equity equals average shareholders’ equity during the applicable period less average goodwill and other intangible assets during the applicable period.
                 
    RECONCILIATION OF AVERAGE SHAREHOLDERS’ EQUITY TO AVERAGE TANGIBLE EQUITY:      
      THREE MONTHS ENDED   TWELVE MONTHS ENDED
      December 31, 2024 September 30, 2024 December 31, 2023   December 31, 2024 December 31, 2023
    AVERAGE SHAREHOLDERS’ EQUITY $ 1,247,680 $ 1,210,565 $ 1,103,726   $ 1,197,120 $ 1,097,143
    Less: Average goodwill and other intangible assets   163,221   163,509   164,466     163,669   164,960
    AVERAGE TANGIBLE EQUITY $ 1,084,459 $ 1,047,056 $ 939,260   $ 1,033,451 $ 932,183
                 
    (d) Tangible equity divided by common shares outstanding at period end. Tangible equity equals total shareholders’ equity less goodwill and other intangible assets, in each case at the end of the period.
                 
    RECONCILIATION OF TOTAL SHAREHOLDERS’ EQUITY TO TANGIBLE EQUITY:
      December 31, 2024 September 30, 2024 December 31, 2023      
    TOTAL SHAREHOLDERS’ EQUITY $ 1,243,848 $ 1,239,413 $ 1,145,293      
    Less: Goodwill and other intangible assets   163,032   163,320   164,247      
    TANGIBLE EQUITY $ 1,080,816 $ 1,076,093 $ 981,046      
                 
    (e) Net income for each period divided by average tangible assets during the period. Average tangible assets equal average assets less average goodwill and other intangible assets, in each case during the applicable period.
                 
    RECONCILIATION OF AVERAGE ASSETS TO AVERAGE TANGIBLE ASSETS      
      THREE MONTHS ENDED   TWELVE MONTHS ENDED
      December 31, 2024 September 30, 2024 December 31, 2023   December 31, 2024 December 31, 2023
    AVERAGE ASSETS $ 10,008,328 $ 9,920,633 $ 9,890,188   $ 9,901,264 $ 9,957,554
    Less: Average goodwill and other intangible assets   163,221   163,509   164,466     163,669   164,960
    AVERAGE TANGIBLE ASSETS $ 9,845,107 $ 9,757,124 $ 9,725,722   $ 9,737,595 $ 9,792,594
                 
    (f) Tangible equity divided by tangible assets. Tangible assets equal total assets less goodwill and other intangible assets, in each case at the end of the period.
                 
    RECONCILIATION OF TOTAL ASSETS TO TANGIBLE ASSETS:
      December 31, 2024 September 30, 2024 December 31, 2023      
    TOTAL ASSETS $ 9,805,350 $ 9,903,049 $ 9,836,453      
    Less: Goodwill and other intangible assets   163,032   163,320   164,247      
    TANGIBLE ASSETS $ 9,642,318 $ 9,739,729 $ 9,672,206      
                 
    (g) Efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income reconciliation is shown assuming a 21% corporate federal income tax rate. Additionally, net interest margin is calculated on a fully taxable equivalent basis by dividing fully taxable equivalent net interest income by average interest earning assets, in each case during the applicable period.
                 
    RECONCILIATION OF FULLY TAXABLE EQUIVALENT NET INTEREST INCOME TO NET INTEREST INCOME
      THREE MONTHS ENDED   TWELVE MONTHS ENDED
      December 31, 2024 September 30, 2024 December 31, 2023   December 31, 2024 December 31, 2023
    Interest income $ 133,613 $ 133,808 $ 125,206   $ 522,965 $ 471,670
    Fully taxable equivalent adjustment   617   594   838     2,432   3,726
    Fully taxable equivalent interest income $ 134,230 $ 134,402 $ 126,044   $ 525,397 $ 475,396
    Interest expense   30,168   32,694   30,132     124,946   98,557
    Fully taxable equivalent net interest income $ 104,062 $ 101,708 $ 95,912   $ 400,451 $ 376,839
                 
    (h) Adjustments to net income for each period presented are detailed in the non-GAAP reconciliations of net interest income, provision for credit losses, other income, other expense and tax effect of adjustments to net income.
    (i) The tax effect of adjustments to net income was calculated assuming a 21% corporate federal income tax rate.
    (j) Pre-tax, pre-provision (“PTPP”) net income is calculated as net income, plus income taxes, plus the provision for credit losses, in each case during the applicable period. PTPP net income is a common industry metric utilized in capital analysis and review. PTPP is used to assess the operating performance of Park while excluding the impact of the provision for credit losses.
                 
     
    RECONCILIATION OF PRE-TAX, PRE-PROVISION NET INCOME
      THREE MONTHS ENDED   TWELVE MONTHS ENDED
      December 31, 2024 September 30, 2024 December 31, 2023   December 31, 2024 December 31, 2023
    Net income $ 38,630 $ 38,217 $ 24,500   $ 151,420 $ 126,734
    Plus: Income taxes   8,703   8,431   5,241     33,305   26,870
    Plus: Provision for credit losses   3,935   5,315   1,809     14,543   2,904
    Pre-tax, pre-provision net income $ 51,268 $ 51,963 $ 31,550   $ 199,268 $ 156,508
                 
    (k) Effective January 1, 2023, Park adopted Accounting Standards Update (“ASU”) 2022-02. Among other things, this ASU eliminated the concept of troubled debt restructurings (“TDRs”). As a result of the adoption of this ASU and elimination of the concept of TDRs, total nonperforming loans (“NPLs”) and total nonperforming assets (“NPAs”) each decreased by $20.1 million effective January 1, 2023. Additionally, as a result of the adoption of this ASU, individually evaluated loans decreased by $11.5 million effective January 1, 2023.
     

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

    CEO Comments

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

    Fourth Quarter 2024 Financial Highlights

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


    Loans

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

    Deposits

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

    Net Interest Income and Net Interest Margin

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

    Asset Quality and Allowance for Loan Losses

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

    Noninterest Income

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

    Noninterest Expense

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

    Income Taxes

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

    Capital

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

    Dividend

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

    Stock Repurchase

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

    Evans Bancorp, Inc. Merger

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

    Conference Call and Webcast

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

    Corporate Overview

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

    Forward-Looking Statements

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

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

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

    Non-GAAP Measures

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

    NBT Bancorp Inc. and Subsidiaries            
    Selected Financial Data            
    (unaudited, dollars in thousands except per share data)          
                 
        2024     2023    
      4th Q 3rd Q 2nd Q 1st Q 4th Q  
    Profitability (reported)            
    Diluted earnings per share $ 0.76   $ 0.80   $ 0.69   $ 0.71   $ 0.64    
    Weighted average diluted common shares outstanding   47,505,760     47,473,417     47,382,814     47,370,145     47,356,899    
    Return on average assets(3)   1.04 %   1.12 %   0.98 %   1.02 %   0.89 %  
    Return on average equity(3)   9.44 %   10.21 %   9.12 %   9.52 %   8.79 %  
    Return on average tangible common equity(1)(3)   13.36 %   14.54 %   13.23 %   13.87 %   13.08 %  
    Net interest margin(1)(3)   3.34 %   3.27 %   3.18 %   3.14 %   3.15 %  
                 
      12 Months Ended December 31,        
        2024     2023          
    Profitability (reported)            
    Diluted earnings per share $ 2.97   $ 2.65          
    Weighted average diluted common shares outstanding   47,433,174     44,770,171          
    Return on average assets   1.04 %   0.95 %        
    Return on average equity   9.57 %   9.34 %        
    Return on average tangible common equity(1)   13.75 %   13.02 %        
    Net interest margin(1)   3.23 %   3.29 %        
                 
        2024     2023    
      4th Q 3rd Q 2nd Q 1st Q 4th Q  
    Profitability (operating)            
    Diluted earnings per share(1) $ 0.77   $ 0.80   $ 0.69   $ 0.68   $ 0.72    
    Return on average assets(1)(3)   1.06 %   1.12 %   0.98 %   0.97 %   0.99 %  
    Return on average equity(1)(3)   9.60 %   10.23 %   9.14 %   9.04 %   9.79 %  
    Return on average tangible common equity(1)(3)   13.57 %   14.56 %   13.26 %   13.20 %   14.49 %  
                 
        2024     2023    
      4th Q 3rd Q 2nd Q 1st Q 4th Q  
    Balance sheet data            
    Short-term interest-bearing accounts $ 78,973   $ 231,671   $ 35,207   $ 156,632   $ 31,378    
    Securities available for sale   1,574,664     1,509,338     1,439,445     1,418,471     1,430,858    
    Securities held to maturity   842,921     854,941     878,909     890,863     905,267    
    Net loans   9,853,910     9,787,541     9,733,847     9,572,777     9,536,313    
    Total assets   13,786,666     13,839,552     13,501,909     13,439,199     13,309,040    
    Total deposits   11,546,761     11,588,278     11,271,459     11,195,289     10,968,994    
    Total borrowings   414,983     456,666     476,082     518,190     637,387    
    Total liabilities   12,260,525     12,317,572     12,039,954     11,997,784     11,883,349    
    Stockholders’ equity   1,526,141     1,521,980     1,461,955     1,441,415     1,425,691    
                 
    Capital            
    Equity to assets   11.07 %   11.00 %   10.83 %   10.73 %   10.71 %  
    Tangible equity ratio(1)   8.42 %   8.36 %   8.11 %   7.98 %   7.93 %  
    Book value per share $ 32.34   $ 32.26   $ 31.00   $ 30.57   $ 30.26    
    Tangible book value per share(2) $ 23.88   $ 23.83   $ 22.54   $ 22.07   $ 21.72    
    Leverage ratio   10.24 %   10.29 %   10.16 %   10.09 %   9.71 %  
    Common equity tier 1 capital ratio   11.93 %   11.86 %   11.70 %   11.68 %   11.57 %  
    Tier 1 capital ratio   12.83 %   12.77 %   12.61 %   12.61 %   12.50 %  
    Total risk-based capital ratio   15.03 %   15.02 %   14.88 %   14.87 %   14.75 %  
    Common stock price (end of period) $ 47.76   $ 44.23   $ 38.60   $ 36.68   $ 41.91    
    NBT Bancorp Inc. and Subsidiaries          
    Asset Quality and Consolidated Loan Balances          
    (unaudited, dollars in thousands)          
               
        2024     2023  
      4th Q 3rd Q 2nd Q 1st Q 4th Q
    Asset quality          
    Nonaccrual loans $ 45,819   $ 33,338   $ 34,755   $ 35,189   $ 34,213  
    90 days past due and still accruing   5,798     3,981     3,333     2,600     3,661  
    Total nonperforming loans   51,617     37,319     38,088     37,789     37,874  
    Other real estate owned   182     127     74          
    Total nonperforming assets   51,799     37,446     38,162     37,789     37,874  
    Allowance for loan losses   116,000     119,500     120,500     115,300     114,400  
               
    Asset quality ratios          
    Allowance for loan losses to total loans   1.16 %   1.21 %   1.22 %   1.19 %   1.19 %
    Total nonperforming loans to total loans   0.52 %   0.38 %   0.39 %   0.39 %   0.39 %
    Total nonperforming assets to total assets   0.38 %   0.27 %   0.28 %   0.28 %   0.28 %
    Allowance for loan losses to total nonperforming loans   224.73 %   320.21 %   316.37 %   305.12 %   302.05 %
    Past due loans to total loans(4)   0.34 %   0.36 %   0.30 %   0.33 %   0.32 %
    Net charge-offs to average loans(3)   0.23 %   0.16 %   0.15 %   0.19 %   0.22 %
               
        2024     2023  
      4th Q 3rd Q 2nd Q 1st Q 4th Q
    Loan net charge-offs by line of business          
    Commercial $ 2,542   $ 807   $ (8 ) $ 772   $ 1,107  
    Residential real estate and home equity   (25 )   (64 )   (76 )   (32 )   11  
    Indirect auto   675     725     747     665     399  
    Residential solar   1,589     1,599     1,610     1,211     1,081  
    Other consumer   928     853     1,426     2,063     2,729  
      Total loan net charge-offs $ 5,709   $ 3,920   $ 3,699   $ 4,679   $ 5,327  
               
        2024     2023  
      4th Q 3rd Q 2nd Q 1st Q 4th Q
    Allowance for loan losses as a percentage of loans by segment        
    Commercial & industrial   0.73 %   0.73 %   0.76 %   0.79 %   0.84 %
    Commercial real estate   0.95 %   1.01 %   1.00 %   0.97 %   0.99 %
    Residential real estate   1.00 %   1.00 %   0.98 %   0.89 %   0.84 %
    Auto   0.81 %   0.83 %   0.85 %   0.81 %   0.83 %
    Residential solar   3.70 %   3.70 %   3.76 %   3.58 %   3.28 %
    Other consumer   2.65 %   3.51 %   4.09 %   4.24 %   4.70 %
      Total   1.16 %   1.21 %   1.22 %   1.19 %   1.19 %
               
        2024     2023  
      4th Q 3rd Q 2nd Q 1st Q 4th Q
    Loans by line of business          
    Commercial & industrial $ 1,426,482   $ 1,458,926   $ 1,397,935   $ 1,353,446   $ 1,354,248  
    Commercial real estate   3,876,698     3,792,498     3,784,214     3,646,739     3,626,910  
    Residential real estate   2,142,249     2,143,766     2,134,875     2,133,289     2,125,804  
    Home equity   334,268     328,687     326,556     328,673     337,214  
    Indirect auto   1,273,253     1,235,175     1,225,786     1,190,734     1,130,132  
    Residential solar   820,079     839,659     861,883     896,147     917,755  
    Other consumer   96,881     108,330     123,098     139,049     158,650  
      Total loans $ 9,969,910   $ 9,907,041   $ 9,854,347   $ 9,688,077   $ 9,650,713  
    NBT Bancorp Inc. and Subsidiaries      
    Consolidated Balance Sheets      
    (unaudited, in thousands)      
           
      December 31, December 31,  
      2024 2023  
    Assets      
    Cash and due from banks $ 205,083 $ 173,811  
    Short-term interest-bearing accounts   78,973   31,378  
    Equity securities, at fair value   42,372   37,591  
    Securities available for sale, at fair value   1,574,664   1,430,858  
    Securities held to maturity (fair value $749,945 and $814,524, respectively)   842,921   905,267  
    Federal Reserve and Federal Home Loan Bank stock   33,957   45,861  
    Loans held for sale   9,744   3,371  
    Loans   9,969,910   9,650,713  
    Less allowance for loan losses   116,000   114,400  
      Net loans $ 9,853,910 $ 9,536,313  
    Premises and equipment, net   80,840   80,675  
    Goodwill   362,663   361,851  
    Intangible assets, net   36,360   40,443  
    Bank owned life insurance   272,657   265,732  
    Other assets   392,522   395,889  
    Total assets $ 13,786,666 $ 13,309,040  
           
    Liabilities and stockholders’ equity      
    Demand (noninterest bearing) $ 3,446,068 $ 3,413,829  
    Savings, NOW and money market   6,658,188   6,230,456  
    Time   1,442,505   1,324,709  
      Total deposits $ 11,546,761 $ 10,968,994  
    Short-term borrowings   162,942   386,651  
    Long-term debt   29,644   29,796  
    Subordinated debt, net   121,201   119,744  
    Junior subordinated debt   101,196   101,196  
    Other liabilities   298,781   276,968  
      Total liabilities $ 12,260,525 $ 11,883,349  
           
    Total stockholders’ equity $ 1,526,141 $ 1,425,691  
           
    Total liabilities and stockholders’ equity $ 13,786,666 $ 13,309,040  
    NBT Bancorp Inc. and Subsidiaries          
    Consolidated Statements of Income          
    (unaudited, in thousands except per share data)          
               
      Three Months Ended Twelve Months Ended  
      December 31, December 31,  
      2024 2023 2024 2023  
    Interest, fee and dividend income          
    Interest and fees on loans $ 141,103   $ 132,738 $ 552,846   $ 462,669    
    Securities available for sale   8,773     7,208   31,274     29,812    
    Securities held to maturity   4,931     5,374   20,466     20,681    
    Other   2,930     5,594   7,084     9,627    
      Total interest, fee and dividend income $ 157,737   $ 150,914 $ 611,670   $ 522,789    
    Interest expense          
    Deposits $ 46,815   $ 42,753 $ 186,948   $ 104,641    
    Short-term borrowings   918     4,951   8,669     25,608    
    Long-term debt   293     294   1,166     925    
    Subordinated debt   1,816     1,795   7,232     6,076    
    Junior subordinated debt   1,790     1,948   7,533     7,320    
      Total interest expense $ 51,632   $ 51,741 $ 211,548   $ 144,570    
    Net interest income $ 106,105   $ 99,173 $ 400,122   $ 378,219    
    Provision for loan losses $ 2,209    $ 5,126  $ 19,607    $ 16,524    
    Provision for loan losses – acquisition day 1 non-PCD             8,750    
    Total provision for loan losses $ 2,209   $ 5,126 $ 19,607   $ 25,274    
      Net interest income after provision for loan losses $ 103,896   $ 94,047 $ 380,515   $ 352,945    
    Noninterest income          
    Service charges on deposit accounts $ 4,411   $ 4,165 $ 17,087   $ 15,425    
    Card services income   5,652     5,360   22,331     20,829    
    Retirement plan administration fees   12,924     11,226   56,587     47,221    
    Wealth management   10,842     9,152   41,641     34,763    
    Insurance services   3,883     3,659   17,032     15,667    
    Bank owned life insurance income   2,271     1,776   8,325     6,750    
    Net securities gains (losses)   222     507   2,789     (9,315 )  
    Other   2,221     2,643   11,032     10,838    
      Total noninterest income $ 42,426   $ 38,488 $ 176,824   $ 142,178    
    Noninterest expense          
    Salaries and employee benefits $ 61,749   $ 50,013 $ 232,487   $ 194,250    
    Technology and data services   10,220     10,174   39,139     38,163    
    Occupancy   7,786     7,175   31,309     28,408    
    Professional fees and outside services   4,843     5,115   19,132     17,601    
    Amortization of intangible assets   2,080     2,131   8,443     4,734    
    Reserve for unfunded loan commitments   (125 )   300   (705 )   30    
    Impairment of a minority interest equity investment       4,750       4,750    
    Acquisition expenses   988     254   1,531     9,978    
    Other   13,234     12,839   46,545     43,750    
      Total noninterest expense $ 100,775   $ 92,751 $ 377,881   $ 341,664    
    Income before income tax expense $ 45,547   $ 39,784 $ 179,458   $ 153,459    
    Income tax expense   9,542     9,338   38,817     34,677    
       Net income $ 36,005   $ 30,446 $ 140,641   $ 118,782    
    Earnings Per Share          
    Basic $ 0.76   $ 0.65 $ 2.98   $ 2.67    
    Diluted $ 0.76   $ 0.64 $ 2.97   $ 2.65    
    NBT Bancorp Inc. and Subsidiaries          
    Quarterly Consolidated Statements of Income          
    (unaudited, in thousands except per share data)          
               
        2024   2023
      4th Q 3rd Q 2nd Q 1st Q 4th Q
    Interest, fee and dividend income          
    Interest and fees on loans $ 141,103   $ 141,991 $ 136,606   $ 133,146   $ 132,738
    Securities available for sale   8,773     7,815   7,562     7,124     7,208
    Securities held to maturity   4,931     5,042   5,190     5,303     5,374
    Other   2,930     1,382   1,408     1,364     5,594
      Total interest, fee and dividend income $ 157,737   $ 156,230 $ 150,766   $ 146,937   $ 150,914
    Interest expense          
    Deposits $ 46,815   $ 49,106 $ 46,688   $ 44,339   $ 42,753
    Short-term borrowings   918     1,431   2,899     3,421     4,951
    Long-term debt   293     292   291     290     294
    Subordinated debt   1,816     1,810   1,806     1,800     1,795
    Junior subordinated debt   1,790     1,922   1,908     1,913     1,948
      Total interest expense $ 51,632   $ 54,561 $ 53,592   $ 51,763   $ 51,741
    Net interest income $ 106,105   $ 101,669 $ 97,174   $ 95,174   $ 99,173
    Provision for loan losses $ 2,209   $ 2,920 $ 8,899   $ 5,579   $ 5,126
    Provision for loan losses – acquisition day 1 non-PCD                
    Total provision for loan losses $ 2,209   $ 2,920 $ 8,899   $ 5,579   $ 5,126
      Net interest income after provision for loan losses $ 103,896   $ 98,749 $ 88,275   $ 89,595   $ 94,047
    Noninterest income          
    Service charges on deposit accounts $ 4,411   $ 4,340 $ 4,219   $ 4,117   $ 4,165
    Card services income   5,652     5,897   5,587     5,195     5,360
    Retirement plan administration fees   12,924     14,578   14,798     14,287     11,226
    Wealth management   10,842     10,929   10,173     9,697     9,152
    Insurance services   3,883     4,913   3,848     4,388     3,659
    Bank owned life insurance income   2,271     1,868   1,834     2,352     1,776
    Net securities gains (losses)   222     476   (92 )   2,183     507
    Other   2,221     2,773   2,865     3,173     2,643
      Total noninterest income $ 42,426   $ 45,774 $ 43,232   $ 45,392   $ 38,488
    Noninterest expense          
    Salaries and employee benefits $ 61,749   $ 59,641 $ 55,393   $ 55,704   $ 50,013
    Technology and data services   10,220     9,920   9,249     9,750     10,174
    Occupancy   7,786     7,754   7,671     8,098     7,175
    Professional fees and outside services   4,843     4,871   4,565     4,853     5,115
    Amortization of intangible assets   2,080     2,062   2,133     2,168     2,131
    Reserve for unfunded loan commitments   (125 )   250   (380 )   (450 )   300
    Impairment of a minority interest equity investment                 4,750
    Acquisition expenses   988     543           254
    Other   13,234     10,704   10,957     11,650     12,839
      Total noninterest expense $ 100,775   $ 95,745 $ 89,588   $ 91,773   $ 92,751
    Income before income tax expense $ 45,547   $ 48,778 $ 41,919   $ 43,214   $ 39,784
    Income tax expense   9,542     10,681   9,203     9,391     9,338
       Net income $ 36,005   $ 38,097 $ 32,716   $ 33,823   $ 30,446
    Earnings Per Share          
    Basic $ 0.76   $ 0.81 $ 0.69   $ 0.72   $ 0.65
    Diluted $ 0.76   $ 0.80 $ 0.69   $ 0.71   $ 0.64
    NBT Bancorp Inc. and Subsidiaries                        
    Average Quarterly Balance Sheets                        
    (unaudited, dollars in thousands)                        
                             
        Average
    Balance
    Yield /
    Rates
    Average
    Balance
    Yield /
    Rates
    Average
    Balance
    Yield /
    Rates
    Average
    Balance
    Yield /
    Rates
    Average
    Balance
    Yield /
    Rates
     
        Q4 – 2024 Q3 – 2024 Q2 – 2024 Q1 – 2024 Q4 – 2023  
    Assets                        
    Short-term interest-bearing accounts   $ 184,988 5.27% $ 62,210 4.87% $ 48,861 5.48% $ 47,972 4.48% $ 319,907 5.59%  
    Securities taxable(1)     2,317,034 2.10%   2,266,930 1.99%   2,280,767 1.97%   2,278,029 1.91%   2,310,409 1.88%  
    Securities tax-exempt(1)(5)     211,493 3.46%   217,251 3.47%   226,032 3.56%   230,468 3.58%   232,575 3.51%  
    FRB and FHLB stock     33,261 5.75%   35,395 6.97%   40,283 7.41%   42,296 7.89%   47,994 8.98%  
    Loans(1)(6)     9,957,879 5.65%   9,865,412 5.74%   9,772,014 5.63%   9,674,892 5.54%   9,653,191 5.47%  
    Total interest-earning assets   $ 12,704,655 4.96% $ 12,447,198 5.01% $ 12,367,957 4.92% $ 12,273,657 4.84% $ 12,564,076 4.79%  
    Other assets     1,093,419     1,072,277     1,064,487     1,055,386     1,052,024    
    Total assets   $ 13,798,074   $ 13,519,475   $ 13,432,444   $ 13,329,043   $ 13,616,100    
    Liabilities and stockholders’ equity                        
    Money market deposit accounts   $ 3,504,937 3.27% $ 3,342,845 3.68% $ 3,254,252 3.65% $ 3,129,160 3.56% $ 3,045,531 3.43%  
    NOW deposit accounts     1,664,960 0.91%   1,600,547 0.87%   1,603,695 0.78%   1,600,288 0.75%   1,645,401 0.80%  
    Savings deposits     1,561,703 0.05%   1,566,316 0.05%   1,586,753 0.05%   1,607,659 0.04%   1,666,915 0.04%  
    Time deposits     1,446,798 3.85%   1,442,424 4.00%   1,391,062 4.00%   1,352,559 4.00%   1,343,548 3.81%  
    Total interest-bearing deposits   $ 8,178,398 2.28% $ 7,952,132 2.46% $ 7,835,762 2.40% $ 7,689,666 2.32% $ 7,701,395 2.20%  
    Federal funds purchased       2,609 5.34%   29,945 5.56%   19,769 5.53%   217 5.48%  
    Repurchase agreements     116,408 3.13%   98,035 2.80%   86,405 1.55%   82,419 1.55%   82,387 1.59%  
    Short-term borrowings     174 4.57%   48,875 5.74%   155,159 5.58%   213,390 5.34%   345,250 5.31%  
    Long-term debt     29,657 3.93%   29,696 3.91%   29,734 3.94%   29,772 3.92%   29,809 3.91%  
    Subordinated debt, net     120,967 5.97%   120,594 5.97%   120,239 6.04%   119,873 6.04%   119,531 5.96%  
    Junior subordinated debt     101,196 7.04%   101,196 7.56%   101,196 7.58%   101,196 7.60%   101,196 7.64%  
    Total interest-bearing liabilities   $ 8,546,800 2.40% $ 8,353,137 2.60% $ 8,358,440 2.58% $ 8,256,085 2.52% $ 8,379,785 2.45%  
    Demand deposits     3,438,194     3,389,894     3,323,906     3,356,607     3,535,815    
    Other liabilities     295,292     292,446     306,747     286,749     326,857    
    Stockholders’ equity     1,517,788     1,483,998     1,443,351     1,429,602     1,373,643    
    Total liabilities and stockholders’ equity   $ 13,798,074   $ 13,519,475   $ 13,432,444   $ 13,329,043   $ 13,616,100    
    Interest rate spread     2.56%   2.41%   2.34%   2.32%   2.34%  
    Net interest margin (FTE)(1)     3.34%   3.27%   3.18%   3.14%   3.15%  
    NBT Bancorp Inc. and Subsidiaries                
    Average Year-to-Date Balance Sheets              
    (unaudited, dollars in thousands)                
                     
        Average   Yield/ Average   Yield/  
        Balance Interest Rates Balance Interest Rates
     
    Twelve Months Ended December 31,     2024   2023  
    Assets                
    Short-term interest-bearing accounts   $ 86,213 $ 4,412 5.12% $ 126,765 $ 6,259 4.94%  
    Securities taxable(1)     2,285,725   45,588 1.99%   2,377,596   45,176 1.90%  
    Securities tax-exempt(1)(5)     221,273   7,788 3.52%   214,053   6,730 3.14%  
    FRB and FHLB stock     37,789   2,672 7.07%   48,641   3,368 6.92%  
    Loans(1)(6)     9,818,064   553,784 5.64%   8,803,228   463,290 5.26%  
    Total interest-earning assets   $ 12,449,064 $ 614,244 4.93% $ 11,570,283 $ 524,823 4.54%  
    Other assets     1,071,455       923,850      
    Total assets   $ 13,520,519     $ 12,494,133      
    Liabilities and stockholders’ equity                
    Money market deposit accounts   $ 3,308,433 $ 116,982 3.54% $ 2,418,450 $ 62,475 2.58%  
    NOW deposit accounts     1,617,456   13,442 0.83%   1,555,414   8,298 0.53%  
    Savings deposits     1,580,517   734 0.05%   1,715,749   650 0.04%  
    Time deposits     1,408,410   55,790 3.96%   1,006,867   33,218 3.30%  
    Total interest-bearing deposits   $ 7,914,816 $ 186,948 2.36% $ 6,696,480 $ 104,641 1.56%  
    Federal funds purchased     13,016   721 5.54%   24,575   1,269 5.16%  
    Repurchase agreements     95,879   2,255 2.35%   70,251   747 1.06%  
    Short-term borrowings     103,963   5,693 5.48%   450,377   23,592 5.24%  
    Long-term debt     29,715   1,166 3.92%   24,247   925 3.81%  
    Subordinated debt, net     120,420   7,232 6.01%   105,756   6,076 5.75%  
    Junior subordinated debt     101,196   7,533 7.44%   101,196   7,320 7.23%  
    Total interest-bearing liabilities   $ 8,379,005 $ 211,548 2.52% $ 7,472,882 $ 144,570 1.93%  
    Demand deposits     3,377,352       3,463,608      
    Other liabilities     295,301       285,310      
    Stockholders’ equity     1,468,861       1,272,333      
    Total liabilities and stockholders’ equity $ 13,520,519     $ 12,494,133      
    Net interest income (FTE)(1)     $ 402,696     $ 380,253    
    Interest rate spread       2.41%     2.61%  
    Net interest margin (FTE)(1)       3.23%     3.29%  
    Taxable equivalent adjustment     $ 2,574     $ 2,034    
    Net interest income     $ 400,122     $ 378,219    
    (1) The following tables provide the Non-GAAP reconciliations for the Non-GAAP measures contained in this release:    
                   
      Non-GAAP measures            
      (unaudited, dollars in thousands except per share data)            
                   
          2024     2023    
        4th Q 3rd Q 2nd Q 1st Q 4th Q  
      Operating net income            
      Net income $ 36,005   $ 38,097   $ 32,716   $ 33,823   $ 30,446    
      Acquisition expenses   988     543             254    
      Impairment of a minority interest equity investment                   4,750    
      Securities (gains) losses   (222 )   (476 )   92     (2,183 )   (507 )  
      Adjustments to net income $ 766   $ 67   $ 92   $ (2,183 ) $ 4,497    
      Adjustments to net income (net of tax) $ 604   $ 52   $ 72   $ (1,703 ) $ 3,435    
      Operating net income $ 36,609   $ 38,149   $ 32,788   $ 32,120   $ 33,881    
      Operating diluted earnings per share $ 0.77   $ 0.80   $ 0.69   $ 0.68   $ 0.72    
                   
          2024     2023    
        4th Q 3rd Q 2nd Q 1st Q 4th Q  
      FTE adjustment            
      Net interest income $ 106,105   $ 101,669   $ 97,174   $ 95,174   $ 99,173    
      Add: FTE adjustment   619     639     658     658     669    
      Net interest income (FTE) $ 106,724   $ 102,308   $ 97,832   $ 95,832   $ 99,842    
      Average earning assets $ 12,704,655   $ 12,447,198   $ 12,367,957   $ 12,273,657   $ 12,564,076    
      Net interest margin (FTE)(3)   3.34 %   3.27 %   3.18 %   3.14 %   3.15 %  
                   
        12 Months Ended December 31,        
          2024     2023          
      FTE adjustment            
      Net interest income $ 400,122   $ 378,219          
      Add: FTE adjustment   2,574     2,034          
      Net interest income (FTE) $ 402,696   $ 380,253          
      Average earning assets $ 12,449,064   $ 11,570,283          
      Net interest margin (FTE)   3.23 %   3.29 %        
                   
      Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%.
    (1) The following tables provide the Non-GAAP reconciliations for the Non-GAAP measures contained in this release:  
                   
      Non-GAAP measures (continued)            
      (unaudited, dollars in thousands)            
                   
          2024     2023    
        4th Q 3rd Q 2nd Q 1st Q 4th Q  
      Tangible equity to tangible assets            
      Total equity $ 1,526,141   $ 1,521,980   $ 1,461,955   $ 1,441,415   $ 1,425,691    
      Intangible assets   399,023     397,853     398,686     400,819     402,294    
      Total assets $ 13,786,666   $ 13,839,552   $ 13,501,909   $ 13,439,199   $ 13,309,040    
      Tangible equity to tangible assets   8.42 %   8.36 %   8.11 %   7.98 %   7.93 %  
                   
          2024     2023    
        4th Q 3rd Q 2nd Q 1st Q 4th Q  
      Return on average tangible common equity          
      Net income $ 36,005   $ 38,097   $ 32,716   $ 33,823   $ 30,446    
      Amortization of intangible assets (net of tax)   1,560     1,547     1,600     1,626     1,599    
      Net income, excluding intangibles amortization $ 37,565   $ 39,644   $ 34,316   $ 35,449   $ 32,045    
                   
      Average stockholders’ equity $ 1,517,788   $ 1,483,998   $ 1,443,351   $ 1,429,602   $ 1,373,643    
      Less: average goodwill and other intangibles   399,139     399,113     399,968     401,756     401,978    
      Average tangible common equity $ 1,118,649   $ 1,084,885   $ 1,043,383   $ 1,027,846   $ 971,665    
      Return on average tangible common equity(3)   13.36 %   14.54 %   13.23 %   13.87 %   13.08 %  
                   
        12 Months Ended December 31,        
          2024     2023          
      Return on average tangible common equity          
      Net income $ 140,641   $ 118,782          
      Amortization of intangible assets (net of tax)   6,332     3,551          
      Net income, excluding intangibles amortization $ 146,973   $ 122,333          
                   
      Average stockholders’ equity $ 1,468,861   $ 1,272,333          
      Less: average goodwill and other intangibles   399,989     332,667          
      Average tangible common equity $ 1,068,872   $ 939,666          
      Return on average tangible common equity   13.75 %   13.02 %        
                   
    (2) Non-GAAP measure – Stockholders’ equity less goodwill and intangible assets divided by common shares outstanding.  
    (3) Annualized.            
    (4) Total past due loans, defined as loans 30 days or more past due and in an accrual status.      
    (5) Securities are shown at average amortized cost.          
    (6) For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding.
    Contact: Scott A. Kingsley, President and CEO
      Annette L. Burns, Executive Vice President and CFO
      NBT Bancorp Inc.
      52 South Broad Street
      Norwich, NY 13815
      607-337-6589

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    HZJL Overview

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

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

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

    Key Transaction Terms

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

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

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

    Comments on HZJL

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

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

    Advisors

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

    About Rising Dragon Acquisition Corporation

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

    About HZJL Cayman Limited

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

    Participants in the Solicitation

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

    No Offer or Solicitation

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

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

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

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

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

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

    Forward-Looking Statements

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

    Source: Lake Shore Bancorp, Inc.
    Category: Financial

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

    About Diginex Limited

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

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

    Forward-Looking Statements

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

    For investor and media inquiries, please contact:

    Diginex
    Investor Relations
    Email: ir@diginex.com

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Highlights for the Quarter:

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

    Highlights for the Year:

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

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

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

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

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

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

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

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

    Results of Operations – Quarter

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

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

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

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

    Balance Sheet Summary

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

    Results of Operations – Year

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

    Asset Quality

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

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

    Allowance for Credit Losses

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

    Capitalization

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

    Conference Call and Webcast

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

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

    About Preferred Bank

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

    Forward-Looking Statements

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

    Financial Tables to Follow

     
    PREFERRED BANK
    Condensed Consolidated Statements of Operations
    (unaudited)
    (in thousands, except for net income per share and shares)
               
      For the Quarter Ended
      December 31,   September 30,   December 31,
      2024   2024   2023
    Interest income:          
    Loans, including fees $ 111,596     $ 114,112     $ 107,709  
    Investment securities   14,013       15,032       16,973  
    Fed funds sold   249       280       282  
    Total interest income   125,858       129,424       124,964  
               
    Interest expense:          
    Interest-bearing demand   18,245       23,211       21,716  
    Savings   85       84       72  
    Time certificates   37,030       35,956       32,455  
    Subordinated debt   1,325       1,325       1,325  
    Total interest expense   56,685       60,576       55,568  
    Net interest income   69,173       68,848       69,396  
    Provision for credit losses   2,000       3,200       3,500  
    Net interest income after provision for credit losses   67,173       65,648       65,896  
               
    Noninterest income:          
    Fees & service charges on deposit accounts   761       747       857  
    Letters of credit fee income   1,977       1,959       1,486  
    BOLI income   102       108       105  
    Net loss on called and sale of investment securities               (929 )
    Net gain on sale of loans   112       91       205  
    Other income   685       554       382  
    Total noninterest income   3,637       3,459       2,106  
               
    Noninterest expense:          
    Salary and employee benefits   13,279       13,525       12,058  
    Net occupancy expense   10,110       1,883       1,536  
    Business development and promotion expense   340       241       239  
    Professional services   1,606       1,816       1,355  
    Office supplies and equipment expense   396       435       391  
    OREO valuation allowance and related expense   155       1,915       294  
    Other   2,360       2,274       2,000  
    Total noninterest expense   28,246       22,089       17,873  
    Income before provision for income taxes   42,564       47,018       50,129  
    Income tax expense   12,343       13,635       14,290  
    Net income $ 30,221     $ 33,383     $ 35,839  
               
    Income per share available to common shareholders          
    Basic $ 2.29     $ 2.50     $ 2.63  
    Diluted $ 2.25     $ 2.46     $ 2.60  
               
    Weighted-average common shares outstanding          
    Basic   13,190,696       13,327,848       13,617,225  
    Diluted   13,442,294       13,544,273       13,804,315  
               
    Cash dividends per common share $ 0.75     $ 0.70     $ 0.70  
               
    PREFERRED BANK
    Condensed Consolidated Statements of Operations
    (unaudited)
    (in thousands, except for net income per share and shares)
               
      For the Twelve Months Ended    
      December 31,   December 31,   Change
      2024   2023   %
    Interest income:          
    Loans, including fees $ 445,139     $ 412,505       7.9 %
    Investment securities   62,854       64,427       -2.4 %
    Fed funds sold   1,103       1,056       4.5 %
    Total interest income   509,096       477,988       6.5 %
               
    Interest expense:          
    Interest-bearing demand   87,951       75,417       16.6 %
    Savings   323       225       43.5 %
    Time certificates   142,894       103,853       37.6 %
    FHLB borrowings   0       3,819       -100.0 %
    Subordinated debt   5,300       5,300       0.0 %
    Total interest expense   236,468       188,614       25.4 %
    Net interest income   272,628       289,374       -5.8 %
    Provision for credit losses   12,100       10,000       21.0 %
    Net interest income after provision for credit losses   260,528       279,374       -6.7 %
               
    Noninterest income:          
    Fees & service charges on deposit accounts   3,172       3,333       -4.8 %
    Letters of credit fee income   7,188       5,798       24.0 %
    BOLI income   420       412       2.1 %
    Net loss on called and sale of investment securities         (5,046 )     -100.0 %
    Net gain on sale of loans   659       752       -12.4 %
    Other income   2,126       1,864       14.0 %
    Total noninterest income   13,565       7,113       90.7 %
               
    Noninterest expense:          
    Salary and employee benefits   53,648       51,314       4.5 %
    Net occupancy expense   15,420       6,049       154.9 %
    Business development and promotion expense   1,250       737       69.6 %
    Professional services   6,711       5,270       27.3 %
    Office supplies and equipment expense   1,781       1,588       12.2 %
    OREO valuation allowance and related expense   2,234       3,344       -33.2 %
    Other   9,016       8,332       8.2 %
    Total noninterest expense   90,060       76,634       17.5 %
    Income before provision for income taxes   184,033       209,853       -12.3 %
    Income tax expense   53,371       59,813       -10.8 %
    Net income $ 130,662     $ 150,040       -12.9 %
               
    Income per share available to common shareholders          
    Basic $ 9.79     $ 10.64       -8.0 %
    Diluted $ 9.64     $ 10.52       -8.4 %
               
    Weighted-average common shares outstanding          
    Basic   13,347,004       14,095,745       -5.3 %
    Diluted   13,554,266       14,261,644       -5.0 %
               
    Dividends per share $ 2.85     $ 2.35       21.3 %
               
    PREFERRED BANK
    Condensed Consolidated Statements of Financial Condition
    (unaudited)
    (in thousands)
           
      December 31,   December 31,
      2024   2023
      (Unaudited)   (Audited)
    Assets      
    Cash and due from banks $ 765,515     $ 890,852  
    Fed funds sold   20,000       20,000  
    Cash and cash equivalents   785,515       910,852  
           
    Securities held-to-maturity, at amortized cost   20,021       21,171  
    Securities available-for-sale, at fair value   348,706       313,842  
           
    Loans held for sale, at lower of cost or fair value   2,214       360  
           
    Loans   5,640,615       5,273,498  
    Less allowance for credit losses   (71,477 )     (78,355 )
    Less amortized deferred loan fees, net   (9,234 )     (11,079 )
    Loans, net   5,559,904       5,184,064  
           
    Other real estate owned and repossessed assets   14,991       16,716  
    Customers’ liability on acceptances         315  
    Bank furniture and fixtures, net   8,462       9,694  
    Bank-owned life insurance   10,433       10,632  
    Accrued interest receivable   33,561       33,892  
    Investment in affordable housing partnerships   58,346       65,276  
    Federal Home Loan Bank stock, at cost   15,000       15,000  
    Deferred tax assets   47,316       48,991  
    Income tax receivable   2,281       2,391  
    Operating lease right-of-use assets   13,182       22,050  
    Other assets   3,497       4,030  
    Total assets $ 6,923,429     $ 6,659,276  
           
    Liabilities and Shareholders’ Equity      
    Deposits:      
    Noninterest bearing demand deposits $ 704,859     $ 786,995  
    Interest bearing deposits:   2,026,965       2,075,156  
    Savings   30,150       29,167  
    Time certificates of $250,000 or more   1,477,931       1,317,862  
    Other time certificates   1,676,943       1,500,162  
    Total deposits   5,916,848       5,709,342  
           
    Acceptances outstanding         315  
    Subordinated debt issuance, net   148,469       148,232  
    Commitments to fund investment in affordable housing partnerships   21,623       30,824  
    Operating lease liabilities   16,990       19,766  
    Accrued interest payable   16,517       16,124  
    Other liabilities   39,830       39,568  
    Total liabilities   6,160,277       5,964,171  
           
    Shareholders’ equity   763,152       695,105  
    Total liabilities and shareholders’ equity   6,923,429       6,659,276  
           
    Book value per common share $ 57.86     $ 50.54  
    Number of common shares outstanding   13,188,776       13,753,246  
                   
    PREFERRED BANK
    Selected Consolidated Financial Information
    (unaudited)
    (in thousands, except for ratios)
               
      For the Quarter Ended
      December 31, September 30, June 30, March 31, December 31,
      2024 2024 2024 2024 2023
    Unaudited historical quarterly operations data:          
    Interest income $ 125,858   $ 129,424   $ 127,294   $ 126,520   $ 124,964  
    Interest expense   56,685     60,576     61,187     58,020     55,568  
    Interest income before provision for credit losses   69,173     68,848     66,107     68,500     69,396  
    Provision for credit losses   2,000     3,200     2,500     4,400     3,500  
    Noninterest income   3,637     3,459     3,404     3,065     2,106  
    Noninterest expense   28,246     22,089     19,697     20,028     17,873  
    Income tax expense   12,343     13,635     13,722     13,671     14,290  
    Net income $ 30,221   $ 33,383   $ 33,592   $ 33,466   $ 35,839  
               
    Earnings per share          
    Basic $ 2.29   $ 2.50   $ 2.51   $ 2.48   $ 2.63  
    Diluted $ 2.25   $ 2.46   $ 2.48   $ 2.44   $ 2.60  
               
    Ratios for the period:          
    Return on average assets   1.74 %   1.95 %   1.97 %   2.00 %   2.15 %
    Return on beginning equity   16.03 %   18.37 %   19.44 %   19.36 %   21.21 %
    Net interest margin (Fully-taxable equivalent)   4.06 %   4.10 %   3.96 %   4.19 %   4.24 %
    Noninterest expense to average assets   1.62 %   1.29 %   1.15 %   1.20 %   1.07 %
    Efficiency ratio   38.79 %   30.55 %   28.34 %   27.99 %   25.00 %
    Net charge-offs to average loans (annualized)   0.47 %   -0.00 %   0.68 %   0.26 %   -0.00 %
               
    Ratios as of period end:          
    Tangible common equity ratio   11.02 %   10.92 %   10.55 %   10.35 %   10.43 %
    Tier 1 leverage capital ratio   11.33 %   11.28 %   10.89 %   10.80 %   10.85 %
    Common equity tier 1 risk-based capital ratio   11.80 %   11.66 %   11.52 %   11.50 %   11.57 %
    Tier 1 risk-based capital ratio   11.80 %   11.66 %   11.52 %   11.50 %   11.57 %
    Total risk-based capital ratio   15.11 %   15.06 %   14.93 %   15.08 %   15.18 %
    Allowances for credit losses to loans at end of period   1.27 %   1.36 %   1.34 %   1.49 %   1.49 %
    Allowance for credit losses to non-performing loans   7.64 x   3.92 x   1.79 x   4.33 x   2.73 x
               
    Average balances:          
    Total securities $ 350,732   $ 356,590   $ 353,357   $ 348,961   $ 349,863  
    Total loans   5,542,558     5,458,613     5,320,360     5,263,562     5,126,918  
    Total earning assets   6,788,487     6,684,766     6,728,498     6,585,853     6,499,469  
    Total assets   6,920,325     6,817,979     6,863,829     6,718,018     6,627,349  
    Total time certificate of deposits   3,144,523     2,874,985     2,884,259     2,852,860     2,767,385  
    Total interest bearing deposits   5,220,655     5,124,245     5,203,034     5,004,834     4,906,947  
    Total deposits   5,905,127     5,828,227     5,901,976     5,761,488     5,689,713  
    Total interest bearing liabilities   5,369,092     5,272,617     5,351,347     5,153,089     5,055,143  
    Total equity   760,345     747,222     715,190     704,996     683,141  
               
    PREFERRED BANK
    Selected Consolidated Financial Information
    (unaudited)
    (in thousands, except for ratios)
           
      For the Twelve Months Ended
      December 31,   December 31,
      2024   2023
           
    Interest income $ 509,096     $ 477,988  
    Interest expense   236,468       188,614  
    Interest income before provision for credit losses   272,628       289,374  
    Provision for credit losses   12,100       10,000  
    Noninterest income   13,565       7,113  
    Noninterest expense   90,060       76,634  
    Income tax expense   53,371       59,813  
    Net income $ 130,662     $ 150,040  
           
    Earnings per share      
    Basic $ 9.79     $ 10.64  
    Diluted $ 9.64     $ 10.52  
           
    Ratios for the period:      
    Return on average assets   1.91 %     2.28 %
    Return on beginning equity   18.80 %     23.80 %
    Net interest margin (Fully-taxable equivalent)   4.08 %     4.49 %
    Noninterest expense to average assets   1.32 %     1.17 %
    Efficiency ratio   31.47 %     25.85 %
    Net charge-off to average loans   0.35 %     0.00 %
           
    Average balances:      
    Total securities $ 352,416     $ 389,584  
    Total loans   5,396,844       5,068,486  
    Total earning assets   6,697,118       5,067,870  
    Total assets   6,830,252       6,452,661  
    Total time certificate of deposits   2,939,543       6,577,690  
    Total interest bearing deposits   5,849,300       2,570,706  
    Total deposits   5,849,300       4,678,893  
    Total interest bearing liabilities   5,849,300       5,577,155  
    Total equity   732,058       4,902,616  
           
    PREFERRED BANK
    Selected Consolidated Financial Information
    (unaudited)
    (in thousands, except for ratios)
                             
            As of
            December 31,   September 30,   June 30,   March 31,   December 31,
            2024   2024   2024   2024   2023
    Unaudited quarterly statement of financial position data:                  
    Assets:                  
      Cash and cash equivalents $ 785,515     $ 804,994     $ 917,677     $ 936,600     $ 910,852  
      Securities held-to-maturity, at amortized cost   20,021       20,311       20,605       20,904       21,171  
      Securities available-for-sale, at fair value   348,706       337,363       331,909       333,411       313,842  
      Loans:                  
        Real estate – Mortgage:                  
          Real estate—Residential $ 790,069     $ 753,453     $ 732,251     $ 724,101     $ 688,058  
          Real estate—Commercial   2,840,771       2,882,506       2,833,430       2,777,608       2,760,761  
          Total Real Estate – Mortgage   3,630,840       3,635,959       3,565,681       3,501,709       3,448,819  
        Real estate – Construction:                  
          R/E Construction — Residential   296,580       274,214       238,062       236,596       246,201  
          R/E Construction — Commercial   287,185       290,308       247,582       213,727       179,775  
          Total real estate construction loans   583,765       564,522       485,644       450,323       425,976  
        Commercial and industrial   1,418,930       1,365,550       1,371,694       1,369,529       1,394,871  
        SBA   6,833       5,424       5,463       3,914       3,469  
        Consumer and others   247       124       118       379       363  
          Gross loans   5,640,615       5,571,579       5,428,600       5,325,854       5,273,498  
      Allowance for credit losses on loans   (71,477 )     (76,051 )     (72,848 )     (79,311 )     (78,355 )
      Net deferred loan fees   (9,234 )     (10,414 )     (10,502 )     (10,460 )     (11,079 )
        Net loans, excluding loans held for sale $ 5,559,904     $ 5,485,114     $ 5,345,250     $ 5,236,083     $ 5,184,064  
      Loans held for sale $ 2,214     $ 225     $ 955     $ 605     $ 360  
        Net loans $ 5,562,118     $ 5,485,339     $ 5,346,205     $ 5,236,688     $ 5,184,424  
                             
      Other real estate owned and repossessed assets $ 14,991     $ 15,082     $ 16,716     $ 16,716     $ 16,716  
      Investment in affordable housing partnerships   58,346       58,009       60,432       62,854       65,276  
      Federal Home Loan Bank stock, at cost   15,000       15,000       15,000       15,000       15,000  
      Other assets   118,732       136,246       138,036       134,040       131,995  
        Total assets $ 6,923,429     $ 6,872,344     $ 6,846,580     $ 6,756,213     $ 6,659,276  
                             
    Liabilities:                  
      Deposits:                  
        Demand $ 704,859     $ 682,859     $ 675,767     $ 709,767     $ 786,995  
        Interest bearing demand   2,026,965       1,994,288       2,326,214       2,159,948       2,075,156  
        Savings   30,150       29,793       28,251       29,261       29,167  
        Time certificates of $250,000 or more   1,477,931       1,478,500       1,406,149       1,349,927       1,317,862  
        Other time certificates   1,676,943       1,682,324       1,442,381       1,552,805       1,500,162  
        Total deposits $ 5,916,848     $ 5,867,764     $ 5,878,762     $ 5,801,708     $ 5,709,342  
                             
      Acceptances outstanding $     $     $     $     $ 315  
      Subordinated debt issuance, net   148,469       148,410       148,351       148,292       148,232  
      Commitments to fund investment in affordable housing partnerships   21,623       23,617       27,946       29,647       30,824  
      Other liabilities   73,337       82,436       68,394       77,008       75,458  
        Total liabilities $ 6,160,277     $ 6,122,227     $ 6,123,453     $ 6,056,655     $ 5,964,171  
                             
    Equity:                    
      Net common stock, no par value $ 105,501     $ 109,928     $ 113,509     $ 115,915     $ 134,534  
      Retained earnings   685,108       664,808       640,675       616,417       592,325  
      Accumulated other comprehensive income   (27,457 )     (24,619 )     (31,057 )     (32,774 )     (31,754 )
        Total shareholders’ equity $ 763,152     $ 750,117     $ 723,127     $ 699,558     $ 695,105  
        Total liabilities and shareholders’ equity $ 6,923,429     $ 6,872,344     $ 6,846,580     $ 6,756,213     $ 6,659,276  
                             
    PREFERRED BANK
    Quarter-to-Date Average Balances, Yield and Rates
    (unaudited)
                           
                       
      Three months ended December 31,   Three months ended September 30,   Three months ended December 31,
      2024   2024   2023
        Interest Average     Interest Average     Interest Average
      Average Income or Yield/   Average Income or Yield/   Average Income or Yield/
      Balance Expense Rate   Balance Expense Rate   Balance Expense Rate
    ASSETS (Dollars in thousands)
    Interest earning assets:                      
    Loans (1,2) $ 5,543,215   $ 111,596     8.01 %   $ 5,459,842   $ 114,112     8.31 %   $ 5,127,935   $ 107,709     8.33 %
    Investment securities (3)   350,732     3,566     4.04 %     356,590     3,610     4.03 %     349,863     3,335     3.78 %
    Federal funds sold   20,172     249     4.91 %     20,164     280     5.52 %     20,028     282     5.58 %
    Other earning assets   874,368     10,546     4.80 %     848,170     11,521     5.40 %     1,001,643     13,739     5.44 %
    Total interest earning assets   6,788,487     125,957     7.38 %     6,684,766     129,523     7.71 %     6,499,469     125,065     7.63 %
    Deferred loan fees, net   (9,808 )         (10,248 )         (10,421 )    
    Allowance for credit losses on loans   (75,474 )         (72,899 )         (74,965 )    
    Noninterest earning assets:                      
    Cash and due from banks   10,626           10,826           12,376      
    Bank furniture and fixtures   8,866           9,419           9,243      
    Right of use assets   28,570           22,496           20,338      
    Other assets   169,058           173,619           171,309      
    Total assets $ 6,920,325         $ 6,817,979         $ 6,627,349      
                           
    LIABILITIES AND SHAREHOLDERS’ EQUITY                      
    Interest bearing liabilities:                      
    Deposits:                      
    Interest bearing demand and savings $ 2,076,132   $ 18,330     3.51 %   $ 2,249,260   $ 23,295     4.12 %   $ 2,139,562   $ 21,788     4.04 %
    TCD $250K or more   1,481,219     17,514     4.70 %     1,412,073     17,866     5.03 %     1,294,531     15,600     4.78 %
    Other time certificates   1,663,304     19,516     4.67 %     1,462,912     18,090     4.92 %     1,472,854     16,855     4.54 %
    Total interest bearing deposits   5,220,655     55,360     4.22 %     5,124,245     59,251     4.60 %     4,906,947     54,243     4.39 %
    Short-term borrowings   3     0     3.31 %             0.00 %     2     0     6.08 %
    Subordinated debt, net   148,434     1,325     3.55 %     148,372     1,325     3.55 %     148,194     1,325     3.55 %
    Total interest bearing liabilities   5,369,092     56,685     4.20 %     5,272,617     60,576     4.57 %     5,055,143     55,568     4.36 %
    Noninterest bearing liabilities:                      
    Demand deposits   684,472           703,982           782,766      
    Lease liability   25,486           18,882           18,179      
    Other liabilities   80,930           75,276           88,120      
    Total liabilities   6,159,980           6,070,757           5,944,208      
    Shareholders’ equity   760,345           747,222           683,141      
    Total liabilities and shareholders’ equity $ 6,920,325         $ 6,817,979         $ 6,627,349      
    Net interest income   $ 69,272         $ 68,947         $ 69,497    
    Net interest spread       3.18 %         3.14 %         3.27 %
    Net interest margin       4.06 %         4.10 %         4.24 %
                           
    Cost of Deposits:                      
    Noninterest bearing demand deposits $ 684,472         $ 703,982         $ 782,766      
    Interest bearing deposits   5,220,655     55,360     4.22 %     5,124,245     59,251     4.60 %     4,906,947     54,243     4.39 %
    Total Deposits $ 5,905,127   $ 55,360     3.73 %   $ 5,828,227   $ 59,251     4.04 %   $ 5,689,713   $ 54,243     3.78 %
    (1) Includes non-accrual loans and loans held for sale    
    (2) Net loan fee income of $1.2 million, $991,000, and $1.0 million for the quarter ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively, are included in the yield computations  
    (3) Yields on securities have been adjusted to a tax-equivalent basis  
         
    PREFERRED BANK
    Year-to-Date Average Balances, Yield and Rates
    (unaudited)
                                           
      Twleve Months ended December 31,
      2024
      2023
        Interest Average     Interest Average
      Average Income or Yield/   Average Income or Yield/
      Balance Expense Rate   Balance Expense Rate
    ASSETS (Dollars in thousands)
    Interest earning assets:              
    Loans (1,2) $ 5,398,916   $ 445,139     8.24 %   $ 5,068,486   $ 412,505     8.14 %
    Investment securities (3)   352,416     14,257     4.05 %     389,584     14,461     3.71 %
    Federal funds sold   20,397     1,103     5.41 %     20,090     1,056     5.26 %
    Other earning assets   925,389     48,994     5.29 %     974,501     50,372     5.17 %
    Total interest earning assets   6,697,118     509,493     7.61 %     6,452,661     478,394     7.41 %
    Deferred loan fees, net   (10,301 )         (10,212 )    
    Allowance for credit losses on loans   (76,448 )         (70,992 )    
    Noninterest earning assets:              
    Cash and due from banks   10,624           11,978      
    Bank furniture and fixtures   9,537           9,010      
    Right of use assets   23,997           21,417      
    Other assets   175,725           163,828      
    Total assets $ 6,830,252         $ 6,577,690      
                   
    LIABILITIES AND SHAREHOLDERS’ EQUITY              
    Interest bearing liabilities:              
    Deposits:              
    Interest bearing demand/ savings $ 2,198,837   $ 88,274     4.01 %   $ 2,108,187   $ 75,642     3.59 %
    TCD $250K or more   1,403,663     69,176     4.93 %     1,267,859     53,200     4.20 %
    Other time certificates   1,535,880     73,718     4.80 %     1,302,847     50,653     3.89 %
    Total interest bearing deposits   5,138,380     231,168     4.50 %     4,678,893     179,495     3.84 %
    Short-term borrowings   1     0     2.50 %     1     0     3.06 %
    Advance from Federal Home Loan Bank       0     0.00 %     75,616     3,819     5.05 %
    Subordinated debt, net   148,344     5,300     3.57 %     148,106     5,300     3.58 %
    Total interest bearing liabilities   5,286,725     236,468     4.47 %     4,902,616     188,614     3.85 %
    Noninterest bearing liabilities:              
    Demand deposits   710,920           898,262      
    Lease liability   20,931           19,902      
    Other liabilities   79,618           84,449      
    Total liabilities   6,098,194           5,905,229      
    Shareholders’ equity   732,058           672,461      
    Total liabilities and shareholders’ equity $ 6,830,252         $ 6,577,690      
    Net interest income   $ 273,025         $ 289,780    
    Net interest spread       3.13 %         3.57 %
    Net interest margin       4.08 %         4.49 %
                   
    Cost of Deposits:              
    Noninterest bearing demand deposits $ 710,920         $ 898,262      
    Interest bearing deposits   5,138,380     231,168     4.50 %     4,678,893     179,495     3.84 %
    Total Deposits $ 5,849,300   $ 231,168     3.95 %   $ 5,577,155   $ 179,495     3.22 %
    (1) Includes non-accrual loans and loans held for sale  
    (2) Net loan fee income of $4.6 million and $4.2 million for the year ended December 31, 2024 and 2023, respectively, are included in the yield computations
    (3) Yields on securities have been adjusted to a tax-equivalent basis
         
    Preferred Bank
    Loan and Credit Quality Information
           
    Allowance For Credit Losses History
      Year ended
      December 31, 2024   December 31, 2023
      (Dollars in 000’s)
    Allowance For Credit Losses      
    Balance at Beginning of Period $ 78,355     $ 68,472  
    Charge-Offs      
    Commercial & Industrial   19,028       124  
    Total Charge-Offs   19,028       124  
           
    Recoveries      
    Commercial & Industrial   50       7  
    Total Recoveries   50       7  
           
    Net Charge-Offs   18,978       117  
    Provision for Credit Losses:   12,100       10,000  
    Balance at End of Period $ 71,477     $ 78,355  
           
    Average Loans Held for Investment $ 5,396,844     $ 5,067,870  
    Loans Held for Investment at End of Period $ 5,640,615     $ 5,273,498  
    Net Charge-Offs to Average Loans   0.35 %     0.00 %
    Allowances for Credit Losses to Loans at End of Period   1.27 %     1.49 %
           
    AT THE COMPANY: AT FINANCIAL PROFILES:
    Edward J. Czajka Jeffrey Haas
    Executive Vice President General Information
    Chief Financial Officer (310) 622-8240
    (213) 891-1188 PFBC@finprofiles.com
       

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

    Company Contacts

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    About SPS Commerce

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

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

    Contact:

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

    SPS-F

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

    NDAQO

    The MIL Network

  • MIL-OSI: Nokia Corporation: Repurchase of own shares on 27.01.2025

    Source: GlobeNewswire (MIL-OSI)

    Nokia Corporation
    Stock Exchange Release
    27 January 2025 at 22:30 EET

    Nokia Corporation: Repurchase of own shares on 27.01.2025

    Espoo, Finland – On 27 January 2025 Nokia Corporation (LEI: 549300A0JPRWG1KI7U06) has acquired its own shares (ISIN FI0009000681) as follows:

    Trading venue (MIC Code) Number of shares Weighted average price / share, EUR*
    XHEL 872,093 4.34
    CEUX
    BATE
    AQEU
    TQEX
    Total 872,093 4.34

    * Rounded to two decimals

    On 22 November 2024, Nokia announced that its Board of Directors is initiating a share buyback program to offset the dilutive effect of new Nokia shares issued to the shareholders of Infinera Corporation and certain Infinera Corporation share-based incentives. The repurchases in compliance with the Market Abuse Regulation (EU) 596/2014 (MAR), the Commission Delegated Regulation (EU) 2016/1052 and under the authorization granted by Nokia’s Annual General Meeting on 3 April 2024 started on 25 November 2024 and end by 31 December 2025 and target to repurchase 150 million shares for a maximum aggregate purchase price of EUR 900 million.

    Total cost of transactions executed on 27 January 2025 was EUR 3,786,889. After the disclosed transactions, Nokia Corporation holds 232,542,619 treasury shares.

    Details of transactions are included as an appendix to this announcement.

    On behalf of Nokia Corporation

    BofA Securities Europe SA

    About Nokia
    At Nokia, we create technology that helps the world act together.

    As a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs.

    With truly open architectures that seamlessly integrate into any ecosystem, our high-performance networks create new opportunities for monetization and scale. Service providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the digital services and applications of the future.

    Inquiries:

    Nokia Communications
    Phone: +358 10 448 4900
    Email: press.services@nokia.com
    Maria Vaismaa, Global Head of External Communications

    Nokia Investor Relations
    Phone: +358 931 580 507
    Email: investor.relations@nokia.com

    Attachment

    The MIL Network

  • MIL-OSI: Willis Aviation Services Limited and TUI Airways Forge Transformative Long-Term Base Maintenance Partnership

    Source: GlobeNewswire (MIL-OSI)

    COCONUT CREEK, Fla., Jan. 27, 2025 (GLOBE NEWSWIRE) — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and global provider of aviation services, announces its subsidiary, Willis Aviation Services Limited (“WASL”), a leading aircraft maintenance, repair and overhaul (“MRO”) provider, has entered into a long-term General Terms Agreement with TUI Airways (“TUI”) to provide long-term base maintenance on TUI’s narrowbody aircraft, starting with two Boeing 737NG maintenance checks. Utilizing its specialized knowledge, WASL will conduct comprehensive base maintenance services for TUI at its expanding facility located at Teesside International Airport in Northeastern England.

    “We are thrilled to collaborate with TUI Airways, a highly regarded airline recognized for its customer-centric approach and operational excellence. This partnership underscores our dedication to providing top-tier MRO solutions, supporting TUI’s fleet, and contributing to local economic growth by creating skilled job opportunities within the UK aerospace industry,” said Austin C. Willis, Chief Executive Officer of WLFC.

    Willis Lease Finance Corporation
    Willis Lease Finance Corporation (“WLFC”) leases large and regional spare commercial aircraft engines, auxiliary power units and aircraft to airlines, aircraft engine manufacturers and maintenance, repair, and overhaul providers worldwide. These leasing activities are integrated with engine and aircraft trading, engine lease pools and asset management services through Willis Asset Management Limited, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Through Willis Engine Repair Center®, Jet Centre by Willis, and Willis Aviation Services Limited, the Company’s service offerings include Part 145 engine maintenance, aircraft line and base maintenance, aircraft disassembly, parking and storage, airport FBO and ground and cargo handling services.

    Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as war, terrorist activity and the COVID-19 pandemic; changes in oil prices, rising inflation and other disruptions to world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to us and our customers; our ability to continue to meet changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing  and current reports filed with the Securities and Exchange Commission. It is advisable, however, to consult any further disclosures the Company makes on related subjects in such filings. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

    CONTACT: Lynn Mailliard Kohler
      Director, Global Corporate Communications
      (415) 328-4798
       

    The MIL Network

  • MIL-OSI: Ethiax Successfully Obtains MSB License Certification, Strengthening Global Compliance and Platform Strength

    Source: GlobeNewswire (MIL-OSI)

    New York, NY, Jan. 27, 2025 (GLOBE NEWSWIRE) — As one of the leading digital currency trading platforms globally, Ethiax recently announced that it has successfully obtained the U.S. MSB (Money Services Business) license certification, marking a significant step forward in the platform’s global compliance and financial regulation. This certification not only enhances Ethiax’s legitimate operational status in the global market but also provides users worldwide with a safer, more transparent, and compliant trading environment.

    As a digital currency trading platform operating globally, Ethiax has always been committed to strictly adhering to global financial regulatory requirements, particularly in areas such as anti-money laundering (AML), counter-terrorism financing (CFT), and customer identity verification (KYC). By obtaining the U.S. MSB license, Ethiax has reaffirmed its leading compliance position in the industry, now meeting the stringent financial regulatory standards of the U.S. and several other international markets.

    Rebecca Lee, Chief Compliance Officer of Ethiax, stated: “Obtaining the U.S. MSB license is an important milestone for the compliance of the Ethiax platform, marking our expanding influence in the global financial market. We firmly believe that compliance and security are the cornerstones of the platform’s development. With this certification, we have not only enhanced the platform’s compliance assurances but also provided a more reliable and trustworthy trading experience for users around the world.”

    In the digital currency industry, compliance is a key factor in gaining user trust. As governments and regulatory bodies worldwide increase their regulatory requirements for the digital currency market, Ethiax has fully implemented global compliance policies to ensure the safety of every user’s funds and eliminate risks of illegal transactions. Notably, in areas like anti-money laundering and counter-terrorism financing, Ethiax has executed strict review mechanisms to ensure that trading activities on the platform fully comply with international regulations.

    Furthermore, after obtaining the MSB license, Ethiax has further enhanced the trading transparency and security of its platform. The platform’s new trading monitoring system can track every transaction in real-time, ensuring compliance with global standards. Additionally, Ethiax has launched efficient risk management tools to help users make safer investment decisions in the volatile digital currency market.

    Sarah Wang, Chief Technology Officer of Ethiax, commented: “As a global digital currency trading platform, our core mission is to provide users with a safe, transparent, and compliant trading environment. Obtaining the U.S. MSB license is just one part of our compliance strategy; we will continue to focus on enhancing the platform’s security and transparency through innovative technologies and strict compliance measures, ensuring that every user enjoys the highest level of protection on the Ethiax platform.”

    With its robust technological capabilities and outstanding compliance management, Ethiax has gained legitimate operational qualifications in several key global markets, becoming the preferred platform for an increasing number of institutional investors and individual users. The platform not only supports efficient liquidity between digital currencies and fiat currencies but also offers a range of customized services for institutional investors, including block trading, asset custody, and risk management, to meet their diverse needs.

    Ethiax will continue to promote the compliance process within the digital currency industry, maintaining a global perspective while continually enhancing the platform’s security and technological innovation to address increasingly complex market demands. By continuously optimizing its compliance framework, Ethiax aims to play a greater role in the global digital currency market, ensuring that users worldwide can engage in efficient trading on a compliant, safe, and transparent platform.

    As global regulatory scrutiny of the digital currency industry intensifies, Ethiax’s ongoing innovations and strict enforcement in compliance make it one of the most trusted trading platforms in the global digital currency market. The successful acquisition of the U.S. MSB license will undoubtedly further consolidate its leadership position in the global market, providing users with high-quality, safe, and compliant digital currency trading services.

    Media Contact
    Contact: Kate R. Cline
    Company Name: Ethiax Ltd
    Website: https://main.ethiax.com/
    Email: KateCline(at)ethiax.com

    Disclaimer: The information provided in this press release is not a solicitation for investment, nor is it intended as investment advice, financial advice, or trading advice. It is strongly recommended you practice due diligence, including consultation with a professional financial advisor, before investing in or trading cryptocurrency and securities.

    The MIL Network

  • MIL-OSI: ConeCraft Announces Partnership with T&C Stainless

    Source: GlobeNewswire (MIL-OSI)

    FORT WORTH, Texas, Jan. 27, 2025 (GLOBE NEWSWIRE) — ConeCraft, LLC (“ConeCraft”), a premier designer, engineer, and fabricator of custom processing equipment for the biopharmaceutical industry, is pleased to announce a strategic partnership with T&C Stainless, LLC and Preferred Stainless Holdings, LLC (collectively “T&C”).

    Headquartered in Mount Vernon, Missouri, T&C provides a full range of custom-designed bioprocessing equipment, specializing in product-contact mixers, holding tanks, bioreactors, and fermenters. T&C offers equipment across the biopharmaceutical production chain and serves a global base of leading biopharmaceutical producers, engineering firms, and custom module fabricators.

    The combination of ConeCraft and T&C forms a comprehensive bioprocessing solutions platform, with engineering capabilities encompassing single-use and product contact production vessels from 10L to 15,000L, heat exchangers, tube-management solutions, carts, and mobile workstations. With deep experience designing equipment for both new facility buildouts and existing process retrofits, ConeCraft possesses the engineering and fabrication expertise to service a full range of bioprocessing projects at any scale.

    “T&C is a respected leader in the bioprocessing industry, committed to high-quality, product-contact vessels, creating an ideal complement to ConeCraft’s single-use offering”, said ConeCraft CEO Jim Austin. “The addition of T&C’s engineering and manufacturing capabilities meaningfully augment’s ConeCraft’s portfolio of solutions, allowing us to offer our customers a single source for equipment throughout the entire drug production process.”

    About T&C

    T&C was founded in 1994 with a singular focus on designing and manufacturing high-quality, custom tanks and other equipment for the biopharmaceutical industry. With a commitment to engineering and fabrication excellence, T&C’s deep expertise across the product-contact equipment spectrum has allowed it to grow consistently over the past 30 years. From its three facilities totaling 48,000 SF in Mount Vernon, Missouri, T&C has built a diverse base of blue-chip biopharmaceutical and food and beverage customers. For more information, visit T&C at www.tcstainless.com

    About ConeCraft

    ConeCraft was founded in 2003 with a shared vision of creating better equipment for the single-use biopharmaceutical industry. The Company has over 100,000 SF of engineering and production space across three facilities in Fort Worth, Texas, all of which maintain ASME code certification. ConeCraft strives to design equipment that improves the experience for the end users and holds several patents to key features that make single-use systems safer, more reliable, and easier to operate. All equipment provided by the Company is available for Factory Acceptance Testing at their facility in Fort Worth. For more information, visit ConeCraft at www.conecraft.com.

    Media Contact:
    Babbett Tidwell
    P: (817) 922-9200
    btidwell@conecraft.com

    The MIL Network

  • MIL-OSI: Xpanse Launches First AI-Powered, Multi-Liquidity Perpetual Futures

    Source: GlobeNewswire (MIL-OSI)

    PANAMA CITY, Jan. 27, 2025 (GLOBE NEWSWIRE) — Xpanse, a groundbreaking decentralized perpetual exchange created by Horizon Protocol, is thrilled to announce the launch of its AI-powered perpetual futures platform on the MODE Mainnet. This marks a significant leap forward in trading innovation, expanding into a unified liquidity system, pioneering AI-driven trading, and evolving into a multi-chain ecosystem.

    What is Xpanse?

    Xpanse is an AI-powered, multi-layered liquidity perpetual exchange designed to empower traders of all levels.

    AI-Enabled Trading Signals and Indicators

    As part of the Phase One launch, Xpanse introduces three cutting-edge AI-enabled trading signals and indicators: ViperAI, WaveML, and Minima/Maxima. These tools provide traders with actionable insights to enhance their strategies across various markets:

    • ViperAI: The flagship full trading strategy designed to maximize profits by accurately predicting directional momentum. It delivers long/short market-neutral signals, real-time entry and exit notifications, and built-in stop-loss features, ensuring comprehensive trade management.
    • WaveML: An indicator that identifies market inefficiencies by spotting opportunities when prices deviate from fully efficient conditions. WaveML highlights these “waves” in the market, enabling traders to capitalize on temporary price movements.
    • Minima/Maxima: A scalping tool that identifies peaks (resistance) and valleys (support) in real-time, helping traders make informed decisions on temporary tops or bottoms in the market.

    These AI-driven tools, available directly within Xpanse’s Perpetual Futures platform, empower traders to execute sophisticated strategies with precision and confidence.

    Multi-Layered Liquidity Models

    Xpanse integrates three distinct liquidity models to cater to diverse trading strategies and requirements:

    • Intent-based Liquidity: Live now, offering seamless execution with gasless trading, instant open/close functionality, and exclusive AI-powered indicators.
    • Oracle-based Liquidity: Enhancing pricing accuracy and execution precision.
    • Order Book Liquidity: Coming soon to provide traditional order book trading dynamics.

    This unique structure ensures traders have access to flexibility, precision, and advanced AI tools that maximize capital efficiency and optimize returns.

    Xpanse on MODE Mainnet

    The launch of Xpanse on MODE Mainnet begins with Intent-based liquidity, supported by SYMMIO’s cutting-edge infrastructure and Orbs’ liquidity solutions. Key features of this initial release include:

    • Over 340 tradable markets.
    • Up to 60x leverage with cross-margin capabilities.
    • Ultra-competitive fees ranging from 3 to 4 basis points.
    • Exclusive indicators like AI signals and the Fear & Greed indicator.

    This first-of-its-kind integration on MODE leverages the platform’s AI-powered financial ecosystem, bringing advanced AI-driven trading to Layer 2 networks. The second phase of the integration will introduce enhanced AI signals and additional proprietary trading indicators.

    Redefining Trading for the Next Generation

    By combining AI technology with multi-layered liquidity models, Xpanse is setting a new standard for decentralized trading. Traders can look forward to an elevated experience that prioritizes speed, precision, and innovation while maintaining competitive costs.

    What’s Next?

    To celebrate this milestone, Xpanse will soon launch trading competitions and exciting campaigns. Stay tuned for updates and opportunities to explore the future of AI-powered, multi-liquidity perpetual trading.

    For more information, visit https://xpanse.trade/.

    Contact:
    Wen Zhang
    marketing@Horizonprotocol.com

    Disclaimer: This content is provided by Xpanse. The statements, views and opinions expressed in this column are solely those of the content provider. The information provided in this press release is not a solicitation for investment, nor is it intended as investment advice, financial advice, or trading advice. It is strongly recommended you practice due diligence, including consultation with a professional financial advisor, before investing in or trading cryptocurrency and securities. Please conduct your own research and invest at your own risk.

    A photo accompanying this announcement is available at:
    https://www.globenewswire.com/NewsRoom/AttachmentNg/993693a8-ebf8-441f-8401-c13f57f53d77

    The MIL Network

  • MIL-OSI: Climb Channel Solutions Promotes Kim Stevens to CMO and Charles Bass to CAO

    Source: GlobeNewswire (MIL-OSI)

    EATONTOWN, N.J., Jan. 27, 2025 (GLOBE NEWSWIRE) — Climb Channel Solutions, an international specialty technology distributor and wholly owned subsidiary of Climb Global Solutions, Inc. (NASDAQ: CLMB) is proud to announce the promotion of two visionary leaders who have been instrumental in shaping the company’s growth and success. Kim Stevens has been elevated to Chief Marketing Officer (CMO), while Charles Bass assumes the newly created role of Chief Alliances Officer (CAO).

    These promotions mark a pivotal moment for Climb Channel Solutions as the company kicks off 2025 with unparalleled momentum, bolstered by more than 12 internal promotions announced during the recent Sales Kickoff, themed “Run With Us.”

    As the former Vice President of Worldwide Marketing, Kim Stevens has been the driving force behind groundbreaking marketing strategies that have transformed Climb’s global presence. Her promotion to CMO is a natural progression, reflecting her exceptional ability to innovate, inspire, and deliver results. Kim’s leadership will ensure that Climb remains agile and adaptable, aligning marketing strategies with the company’s ambitious goals while empowering resellers and partners to achieve new heights.

    “Kim’s proven track record and vision for the future make her the ideal leader to take our marketing strategy to the next level,” said Dale Foster, Climb’s CEO. “Her commitment to excellence is a testament to the talent and dedication we nurture within Climb.”

    Charles Bass, who has served as CMO for the past four years, has been instrumental in identifying and onboarding emerging brands, connecting them with resellers to accelerate business growth. In his new role as Chief Alliances Officer, Charles will focus on fostering high-impact partnerships and expanding Climb’s strategic alliances, ensuring the company continues to lead in the ever-evolving technology landscape.

    “Charles has been a cornerstone of Climb’s success, and his transition to CAO is a game-changer for our approach to partnerships,” said Dale Foster, Climb’s CEO. “His ability to build relationships and bring the best emerging brands into our ecosystem has positioned Climb as a trusted partner for growth.”

    With these leadership advancements, Climb Channel Solutions reaffirms its commitment to innovation, agility, and excellence. Dale Foster continues, “Our pack is growing, becoming more focused, and moving faster than ever. Kim and Charles embody the best of Climb’s values, and their promotions reflect our belief in empowering talent to drive us forward.”

    These leadership promotions symbolize Climb’s dedication to evolving with the industry and investing in its greatest asset—its people.

    Those interested in distribution services and solutions should contact Climb by phone at +1.800.847.7078 (US), or +1.888.523.7777 (Canada), or by email at Sales@ClimbCS.com.

    About Climb Channel Solutions and Climb Global Solutions

    Climb Channel Solutions is a global specialty technology distributor focusing on Security, Data Management, Connectivity, Storage & HCI, Virtualization & Cloud, and Software & Application Lifecycle. What sets Climb apart is our commitment to transform distribution by providing emerging and established IT technologies, flexible financing, real-time quoting, best of breed channel operations, speed to market, and exceptional service to our partners worldwide. Climb Channel Solutions is a wholly owned subsidiary of Climb Global Solutions (NASDAQ: CLMB). Experience the Climb difference and learn how our people-first approach empowers VARs and MSPs to grow, scale, and accelerate their business. Visit www.ClimbCS.com, call 1-800-847-7078, and connect with us on LinkedIn!

    For Media & PR inquiries contact:
    Climb Channel Solutions
    Media Relations 
    media@ClimbCS.com  

    Investor Relations Contact:
    Elevate IR
    Sean Mansouri, CFA
    T: 720-330-2829
    CLMB@elevate-ir.com

    The MIL Network

  • MIL-OSI: Unlock Financial Freedom with DDB Miner: Your Gateway to Hassle-Free Cloud Mining

    Source: GlobeNewswire (MIL-OSI)

    BIRMINGHAM, United Kingdom, Jan. 27, 2025 (GLOBE NEWSWIRE) — DDB Miner, a global pioneer in cryptocurrency mining, proudly announces its revolutionary platform that empowers individuals to achieve financial freedom through cutting-edge cloud mining solutions. Since its establishment in 2017, DDB Miner, headquartered in Birmingham, UK, has grown to serve over 9 million members worldwide and now contributes approximately 3.8% of the global cryptocurrency mining computing power.

    Cloud mining is reshaping the future of cryptocurrency income generation by eliminating the complexities and high costs traditionally associated with mining. With DDB Miner’s advanced technology and environmentally sustainable operations powered by renewable energy, users can enjoy consistent profits without the need for hardware or maintenance.

    What Makes Cloud Mining a Game-Changer?

    Cloud mining allows users to participate in cryptocurrency mining remotely by leveraging the computing power of platforms like DDB Miner. This innovative approach removes barriers such as expensive equipment and technical expertise, enabling anyone to earn cryptocurrency with ease.

    Why DDB Miner Stands Out

    DDB Miner delivers unparalleled advantages that set it apart in the cloud mining industry:

    • State-of-the-Art Equipment: Utilizes hardware from top manufacturers like Bitmain and Antminer for optimal efficiency and reliability.
    • Legitimacy and Global Reach: Registered in the UK and regulated by the UK Financial Services Authority, with a user base spanning over 9 million globally.
    • User-Friendly Platform: Designed for both beginners and experienced miners.
    • Wide Cryptocurrency Support: Mines popular cryptocurrencies, including BTC, ETH, DOGE, USDC, USDT, BCH, LTC, and SOL.
    • Reliable Returns: Offers daily earnings on contracts, with automatic principal reimbursement at contract expiration.
    • Round-the-Clock Support: Backed by a professional IT team and 24/7 customer service.
    • Lucrative Referral Program: Earn bonuses of up to $22,000 by inviting friends to join.

    Choose a Contract Tailored to Your Goals

    DDB Miner offers diverse investment options to match your financial strategy:

    • Experience Contract: Invest $100, gross income $106.
    • Classic Contract: Invest $1,000, gross income $1,130.
    • Premium Contract: Invest $10,000, gross income $18,750.
    • Super Contract: Invest $30,000, gross income $57,750.

    Getting Started with DDB Miner

    1. Register: Sign up and receive a $12 bonus, plus $0.50 daily for sign-ins.
    2. Select Your Contract: Choose a mining plan that suits your budget and goals.
    3. Earn Seamlessly: Activate your contract and let DDB Miner handle the rest. Monitor and withdraw earnings directly from the platform.

    Why Join Now?

    With operations powered by renewable energy sources like solar and wind, DDB Miner ensures reduced costs and increased profitability. Whether you are a beginner seeking a stable income or an investor looking to diversify your portfolio, DDB Miner offers a reliable and eco-friendly solution.

    Join the Financial Revolution Today

    For more information, visit the official DDB Miner platform at https://ddbminer.com. Download the mobile app from Google Play or the Apple Store to manage your mining activities on the go.

    Media Contact: Katerina Audrey
    DDB Miner Media Relations
    Email: info@ddbminer.com
    Website: https://ddbminer.com

    Disclaimer: This press release is provided by “DDB Miner”. The statements, views, and opinions expressed in this content are solely those of the sponsor and do not necessarily reflect the views of this media platform. We do not endorse, verify, or guarantee the accuracy, completeness, or reliability of any information presented. This content is for informational purposes only and should not be considered as financial, investment, or trading advice. Investing in cloud mining and related opportunities involves significant risks, including the potential loss of capital. Readers are strongly encouraged to conduct their own research and consult with a qualified financial advisor before making any investment decisions. Do your own research before doing any investments.

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/6af0449c-9e72-489d-b473-d1617025a7cf

    The MIL Network

  • MIL-OSI: Kvika banki hf.: The Central Bank of Iceland Resolution Authority approves a resolution plan for Kvika banki and sets the minimum requirement for own funds and eligible liabilities (MREL)

    Source: GlobeNewswire (MIL-OSI)

    The Central Bank of Iceland Resolution Authority announced today that a resolution plan for Kvika has been approved and thereby a decision on the minimum requirement for own funds and eligible liabilities (MREL) for the bank, in accordance with the Act on Resolution of Credit Institutions and Investment Firms, no. 70/2020. 

    According to the Resolution Authority’s decision, Kvika’s MREL requirements are 22.0% of Total Risk Exposure Amount (MREL-TREA) and 6.0% of Total Exposure Measure (MREL-TEM). The decision is effective from the date of the announcement, and the bank is already considered to meet the MREL requirements.  

    For further information, please contact Kvika’s Investor Relations at ir@kvika.is or by phone at +354 540 3200. 

    The MIL Network

  • MIL-OSI: CTRL Group Limited Announces Full Exercise of Underwriter’s Over-Allotment Option

    Source: GlobeNewswire (MIL-OSI)

    Kowloon, Hong Kong, Jan. 27, 2025 (GLOBE NEWSWIRE) — CTRL Group Limited (the “Company”) (NasdaqCM: MCTR), an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market, today announced that R.F. Lafferty & Co., Inc., which acted as the representative of the underwriters of the Company’s initial public offering (the “IPO”), has exercised the full over-allotment option and purchased an additional 300,000 ordinary shares of the Company at the IPO price of $4.00 per share. As a result, the Company has raised an aggregate of $9.2 million in gross proceeds, before underwriting discounts and other related expenses, through the issuance of a total of 2,300,000 ordinary shares in the IPO.

    R.F. Lafferty & Co., Inc. acted as the representative of the underwriters, with Revere Securities LLC acting as co-underwriter (collectively, the “Underwriters”) for the Offering. The Crone Law Group, P.C. served as counsel to the Company. VCL Law LLP served as counsel to the Underwriters.

    A Registration Statement on Form F-1, as amended (File No. 333-277979) (the “Registration Statement”), was previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on December 31, 2024. The Offering was made only by means of a prospectus, forming a part of the Registration Statement. A final prospectus relating to the Offering was filed with the SEC on January 22, 2025, and is available on the SEC’s website at www.sec.gov. Alternatively, electronic copies of the prospectus relating to the Offering may be obtained from R.F. Lafferty & Co., Inc. at 40 Wall Street, 27th Floor New York, NY 10005, or by telephone at +212.293.9090.

    This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

    About CTRL Group Limited

    The Company’s wholly owned subsidiary and operating company, CTRL Group Limited, is an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market. The Company provides services to mobile game developers, principally developers of mobile gaming applications or “apps” that gamers download from the developers’ websites and applicable mobile operating systems, such as Apple Store or Android Google Play Store. The market for specialized mobile game advertising in Hong Kong is occupied by a few market players who compete with one another. The Company’s prominent market share and proven track record are indicative of its audience reach and engagement, as well as its relevance to advertisers in Hong Kong markets. For more information, please visit the Company’s website: https://www.ctrl-media.com/

    Forward-Looking Statements

    All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

    For more information, please contact:

    Investor Relations
    CTRL Group Limited
    Phone: +852-3107-4887
    Email: project@ctrl-media.com

    The MIL Network

  • MIL-OSI: Krishnan Cheerath Appointed Vice President, Products at Mage Data™

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Jan. 27, 2025 (GLOBE NEWSWIRE) — Mage Data™ has announced the promotion of Krishnan Cheerath to the position of Vice President of Products. In this new capacity, Krishnan will lead the company’s product vision and strategy – balancing immediate market needs with future-proofing against emerging regulatory requirements and technological advancements to ensure that the product strategy aligns with the overall vision.

    Since joining Mage Data in 2017, Krishnan has held positions of increasing responsibility and authority first as a Project Manager and then a Product Manager.   His contributions to product strategy and delivery led to his promotion to Director of Product Design in 2023, where he helped to lead the development of the world’s first conversational user interface for a test data management platform for enhanced user experience. During his tenure, he has built an extensive portfolio of innovative product designs with an approach that has helped shaped Mage Data’s ahead-of-the-market offerings. Mage Data looks forward to his continuing to play a pivotal role in shaping the Company’s product vision and strategy as a part of Vision 26 – towards building an increasingly AI-driven solution that shifts the paradigm from being a traditional software solution to a Service-As-A-Software™ model that can serve as a powerful ally helping enterprises navigate complex data security challenges.

    Krishnan completed a Master of Business Administration (MBA) degree from the Indian Institute of Management (IIM) Trichy in 2017 and subsequently completed the Product Strategy course at the Kellogg School of Management, Northwestern University. This program helped refine essential skills in product lifecycle management, opportunity assessment, and agile methodologies. Krishnan’s skillset bridges the gap between market needs and the capabilities of rapidly changing technologies and makes him uniquely suited for Mage Data’s culture of innovation and market leadership.

    “Krishnan has been a cornerstone of our company’s growth and development,” said Padma Vemuri, Senior Vice President and Chief Solutions Architect at Mage Data. “His promotion is a testament not only to his long hours and commitment to the customer’s needs, but also to the promising future we envision together as he steps into executive leadership. I’m excited about the innovative directions Krishnan will guide us towards, strengthening our offerings and elevating our brand.”

    Paula Capps, Chief Operating Officer, added “This promotion exemplifies Mage Data’s commitment to professional growth and development for our team.   Hard work, a commitment to excellence, and visionary thinking is valued at Mage Data. Krishnan is an essential member of the team, and we are pleased that he’s taking on more and more responsibility.”

    “My time at Mage Data has been an incredible professional journey,” Krishnan Cheerath said. “I am deeply honoured and excited to assume the role of Vice President and embrace the challenges and responsibilities that come with it. I am committed to fostering a culture of innovation and collaboration within our teams as we strive to achieve our shared goals.”

    About Mage Data:

    Mage Data is globally recognized as a premier provider of comprehensive enterprise data security solutions, dedicated to serving organizations with sophisticated data protection mechanisms, intricate discovery techniques, and robust compliance capabilities. Our integrated platform is designed to safeguard sensitive information while ensuring uninterrupted business operations. recognized as a Champion in Test Data Management and a leader in data masking by leading analysts, Mage Data’s patented and award-winning platform enables organizations to navigate privacy regulations while ensuring robust security. The company’s client roster includes Swiss banks, Fortune 10 companies, Ivy League universities, and leaders in the financial and healthcare sectors—all of whom rely on Mage Data’s platform for effective data privacy and security solutions. With industry-leading privacy-enhancing technologies designed to secure sensitive information, Mage Data continues to deliver robust data security while ensuring that essential data assets remain accessible for everyday business use. For further details about Mage Data’s solutions, please visit www.magedata.ai or contact us via email at info@magedata.ai.

    Media Contact:
    Deeksha Surya
    3 Columbus Circle, 15th Floor New York, NY 10019
    Telephone: +1 212 203 4365
    Email: info@magedata.ai 

    The MIL Network

  • MIL-OSI: D. Boral Capital Served as Co-manager to U.S. Energy Corp. (Nasdaq: USEG) in connection with its up to $12.1 Million Public Offering

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, Jan. 27, 2025 (GLOBE NEWSWIRE) — U.S. Energy Corp. (NASDAQ: USEG, “U.S. Energy” or the “Company”) announced today the closing of its previously announced underwritten public offering of 4,871,400 shares of its common stock, which includes 635,400 shares sold pursuant to the exercise in full by the underwriters of their over-allotment option, par value $0.01 per share, at a public offering price of $2.65 per share, for total net proceeds, after underwriting commissions, of approximately $12.1 million.

    U.S. Energy plans to use the net proceeds of the offering to fund growth capital for its industrial gas development project, including new industrial gas wells and processing plant and equipment, and to support upcoming operations. The proceeds received by the Company from the exercise of the over-allotment option may be utilized to purchase shares of common stock from Sage Road Capital, LLC, a related party, or its affiliates at a price equal to the net offering price received by the Company.

    Roth Capital Partners acted as sole book-running manager for the offering. Johnson Rice & Company and D. Boral Capital acted as co-managers for the offering. The Loev Law Firm, PC represented the Company and K&L Gates LLP represented the underwriters in the offering.

    The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on September 15, 2022. The prospectus supplement and accompanying base prospectus relating to the offering are available on the SEC’s website at www.sec.gov. Copies of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained by sending a request to: Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, (800) 678-9147, email at rothecm@roth.com.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock or any other securities, nor shall there be any sale of such shares of common stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

    ABOUT U.S. ENERGY CORP.

    We are a growth company focused on consolidating high-quality assets in the United States with the potential to optimize production and generate free cash flow through low-risk development while maintaining an attractive shareholder returns program. We are committed to being a leader in reducing our carbon footprint in the areas in which we operate. More information about U.S. Energy Corp. can be found at www.usnrg.com.

    Contact Us:

    D. Boral Capital
    590 Madison Avenue, 39th Floor
    New York, NY 10022
    Main Phone: +1 (212) 970-5150
    www.dboralcapital.com
    info@dboralcapital.com

    FORWARD-LOOKING STATEMENTS

    Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation: (1) the expected use of proceeds, including, but not limited to the repurchase of certain shares of common stock; (2) the ability of the Company to grow and manage growth profitably and retain its key employees; (3) risks associated with the integration of recently acquired assets; (4) the Company’s ability to comply with the terms of its senior credit facilities; (5) the ability of the Company to retain and hire key personnel; (6) the business, economic and political conditions in the markets in which the Company operates; (7) the volatility of oil and natural gas prices; (8) the Company’s success in discovering, estimating, developing and replacing oil, natural gas and helium reserves; (9) risks of the Company’s operations not being profitable or generating sufficient cash flow to meet its obligations; (10) risks relating to the future price of oil, natural gas, NGLs and helium; (11) risks related to the status and availability of oil, natural gas and helium gathering, transportation, and storage facilities; (12) risks related to changes in the legal and regulatory environment governing the oil, gas and helium industry, and new or amended environmental legislation and regulatory initiatives; (13) risks relating to crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; (14) technological advancements; (15) changing economic, regulatory and political environments in the markets in which the Company operates; (16) general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine and the global response to such conflict; (17) actions of competitors or regulators; (18) the potential disruption or interruption of the Company’s operations due to war, accidents, political events, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the Company’s control; (19) pandemics, governmental responses thereto, economic downturns and possible recessions caused thereby; (20) inflationary risks and recent changes in inflation and interest rates, and the risks of recessions and economic downturns caused thereby or by efforts to reduce inflation; (21) risks related to military conflicts in oil producing countries; (22) changes in economic conditions; limitations in the availability of, and costs of, supplies, materials, contractors and services that may delay the drilling or completion of wells or make such wells more expensive; (23) the amount and timing of future development costs; (24) the availability and demand for alternative energy sources; (25) regulatory changes, including those related to carbon dioxide and greenhouse gas emissions; (26) uncertainties inherent in estimating quantities of oil, natural gas and helium reserves and projecting future rates of production and timing of development activities; (27) risks relating to the lack of capital available on acceptable terms to finance the Company’s continued growth, potential future sales of debt or equity and dilution caused thereby; (28) the review and evaluation of potential strategic transactions and their impact on stockholder value and the process by which the Company engages in evaluation of strategic transactions; and (29) other risk factors included from time to time in documents U.S. Energy files with the Securities and Exchange Commission, including, but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s publicly filed reports, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and future annual reports and quarterly reports. These reports and filings are available at www.sec.gov. Unknown or unpredictable factors also could have material adverse effects on the Company’s future results.

    The MIL Network