GlobeNewswire – Page 643

MIL-OSI: Fully Operational Rigetti QPU Included in UK’s Recently Opened National Quantum Computer Centre

Source: GlobeNewswire (MIL-OSI)

The UK’s National Quantum Computing Centre (NQCC) officially opened the doors of its landmark facility on Harwell Campus on October 25. The state-of-the-art facility includes a fully operational 24-qubit Ankaa^™-class Rigetti system, which will be made available to NQCC researchers for testing, benchmarking, and exploratory applications development.

LONDON, Oct. 30, 2024 (GLOBE NEWSWIRE) — Rigetti UK Limited, a wholly owned subsidiary of Rigetti Computing, Inc. (Nasdaq: RGTI) (“Rigetti” or the “Company”), a pioneer in full-stack quantum-classical computing, today announced that the UK’s National Quantum Computing Centre (NQCC) officially opened the doors of its landmark facility on Harwell Campus on October 25. The facility will support world-class quantum computing research and provide state-of-the-art laboratories for designing, building, and testing quantum computers. Rigetti’s system located at the NQCC is a fully operational 24-qubit Ankaa™-class quantum computer, featuring tunable couplers and a square lattice for fast gate times, enhanced connectivity, and high fidelity. As part of the implementation, Rigetti will be integrating Riverlane’s technology with the long-term objective of large-scale error correction.

In February 2024, Rigetti was awarded a Small Business Research Initiative (SBRI) grant delivered by Innovate UK and funded by the NQCC to deliver a quantum computing system based on the Company’s Ankaa-class architecture to the new facility. The 24-qubit system will be made available to NQCC researchers for testing, benchmarking, and exploratory applications development.

Rigetti CEO Dr. Subodh Kulkarni and CTO David Rivas attended the official inauguration to celebrate the milestone.

“The NQCC opening is a great occasion for both the UK and Rigetti. We are proud that Rigetti’s on-premises quantum computer is fully operational for the NQCC research team to pursue critical research to advance our understanding of how to use quantum computing to solve real-world problems,” says Rigetti CEO Dr. Subodh Kulkarni.

About Rigetti
Rigetti is a pioneer in full-stack quantum computing. The Company has operated quantum computers over the cloud since 2017 and serves global enterprise, government, and research clients through its Rigetti Quantum Cloud Services platform. The Company’s proprietary quantum-classical infrastructure provides high performance integration with public and private clouds for practical quantum computing. Rigetti has developed the industry’s first multi-chip quantum processor for scalable quantum computing systems. The Company designs and manufactures its chips in-house at Fab-1, the industry’s first dedicated and integrated quantum device manufacturing facility. Learn more at www.rigetti.com.

Rigetti Computing Media Contact:
press@rigetti.com

Cautionary Language Concerning Forward-Looking Statements
Certain statements in this communication may be considered “forward-looking statements” within the meaning of the federal securities laws, including but not limited to, expectations related to the Company’s 24-qubit Ankaa-class system operating at the UK’s National Quantum Computing Centre, including the results of researchers testing, benchmarking and performing exploratory applications development on that system, and the SBRI grant to the Company from Innovate UK. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the Company’s ability to achieve milestones, technological advancements, including with respect to its technology roadmap, help unlock quantum computing, and develop practical applications; the ability of the Company to obtain government contracts successfully and in a timely manner and the availability of government funding; the potential of quantum computing; the ability of the Company to expand its QPU sales; the success of the Company’s partnerships and collaborations; the Company’s ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings that may be instituted against the Company or others; the ability to maintain relationships with customers and suppliers and attract and retain management and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, or competitive factors; the Company’s estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to implement its strategic initiatives, expansion plans and continue to innovate its existing services; the expected use of proceeds from the Company’s past and future financings or other capital; the sufficiency of the Company’s cash resources; unfavorable conditions in the Company’s industry, the global economy or global supply chain, including financial and credit market fluctuations and uncertainty, rising inflation and interest rates, disruptions in banking systems, increased costs, international trade relations, political turmoil, natural catastrophes, warfare (such as the ongoing military conflict between Russia and Ukraine and related sanctions and the state of war between Israel and Hamas and related threat of a larger conflict), and terrorist attacks; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company’s Form 10-Q for the three months ended June 30, 2024, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.

The MIL Network –

January 25, 2025

MIL-OSI: Tenable Announces Third Quarter 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

Revenue of $227.1 million, up 13% year-over-year.
Calculated current billings of $248.4 million, up 11% year-over-year.
GAAP operating margin of (1)%; Non-GAAP operating margin of 20%.
Net cash provided by operating activities of $54.6 million; Unlevered free cash flow of $60.8 million.
$200 million expansion of our stock repurchase program.

COLUMBIA, Md., Oct. 30, 2024 (GLOBE NEWSWIRE) — Tenable Holdings, Inc. (“Tenable”) (Nasdaq: TENB), the exposure management company, today announced financial results for the quarter ended September 30, 2024.

“We delivered strong results in Q3, surpassing expectations on both the top and bottom line,” said Amit Yoran, Chairman and CEO of Tenable. “Cloud Security and Tenable One, our exposure management platform, continue to drive demand as customers increasingly focus on securing critical cloud infrastructure and assessing their overall exposures in a hybrid world.”

Third Quarter 2024 Financial Highlights

Revenue was $227.1 million, a 13% increase year-over-year.
Calculated current billings was $248.4 million, an 11% increase year-over-year.
GAAP loss from operations was $2.1 million, compared to $7.9 million in the third quarter of 2023.
Non-GAAP income from operations was $45.0 million, compared to $36.6 million in the third quarter of 2023.
GAAP net loss was $9.2 million, compared to $15.6 million in the third quarter of 2023.
GAAP net loss per share was $0.08, compared to $0.13 in the third quarter of 2023.
Non-GAAP net income was $39.3 million, compared to $27.7 million in the third quarter of 2023.
Non-GAAP diluted earnings per share was $0.32, compared to $0.23 in the third quarter of 2023.
Cash and cash equivalents and short-term investments were $548.4 million at September 30, 2024, compared to $474.0 million at December 31, 2023.
Net cash provided by operating activities was $54.6 million, compared to $42.4 million in the third quarter of 2023.
Unlevered free cash flow was $60.8 million, compared to $48.2 million in the third quarter of 2023.

Recent Business Highlights

Added 386 new enterprise platform customers and 60 net new six-figure customers.
Announced that our Board of Directors recently approved the expansion of our existing stock repurchase program, raising the existing authorization by $200 million.
Released AI Aware, advanced detection capabilities designed to rapidly surface artificial intelligence solutions, vulnerabilities and weaknesses.
Introduced Vulnerability Intelligence and Exposure Response, two powerful context-driven prioritization and response features that are designed to deliver actionable intelligence across IT and cloud environments.
Extended exposure management capabilities to cloud data and AI by adding new data security posture management (DSPM) and artificial intelligence security posture management (AI-SPM) capabilities for Tenable Cloud Security.
Launched Tenable Enclave Security, a solution that supports the needs of customers operating in highly secure environments.
Recognized as the top performer in cloud security in the 2024 CRN Annual Report Card Awards.

Financial Outlook

For the fourth quarter of 2024, we currently expect:

Revenue in the range of $229.0 million to $233.0 million.
Non-GAAP income from operations in the range of $47.0 million to $49.0 million.
Non-GAAP net income in the range of $42.0 million to $44.0 million, assuming interest expense of $7.8 million, interest income of $6.0 million and a provision for income taxes of $3.1 million.
Non-GAAP diluted earnings per share in the range of $0.33 to $0.35.
125.5 million diluted weighted average shares outstanding.

For the year ending December 31, 2024, we currently expect:

Calculated current billings in the range of $957.0 million to $967.0 million.
Revenue in the range of $893.3 million to $897.3 million.
Non-GAAP income from operations in the range of $171.8 million to $173.8 million.
Non-GAAP net income in the range of $149.9 million to $151.9 million, assuming interest expense of $32.1 million, interest income of $23.5 million and a provision for income taxes of $12.3 million.
Non-GAAP diluted earnings per share in the range of $1.21 to $1.23.
123.5 million diluted weighted average shares outstanding.
Unlevered free cash flow in the range of $225.0 million to $235.0 million.

Conference Call Information

Tenable will host a conference call on October 30, 2024 at 4:30 p.m. Eastern Time to discuss its financial results. The conference call can be accessed at 877-407-9716 (U.S.) and 201-493-6779 (international). A live webcast of the event will be available on the Tenable Investor Relations website at https://investors.tenable.com. An archived replay of the live broadcast will be available on the Investor Relations page of the website following the call.

About Tenable

Tenable^® is the exposure management company, exposing and closing the cybersecurity gaps that erode business value, reputation and trust. The company’s AI-powered exposure management platform radically unifies security visibility, insight and action across the attack surface, equipping modern organizations to protect against attacks from IT infrastructure to cloud environments to critical infrastructure and everywhere in between. By protecting enterprises from security exposure, Tenable reduces business risk for approximately 44,000 customers around the globe. Learn more at tenable.com.

Contact Information

Investor Relations
investors@tenable.com

Media Relations
tenablepr@tenable.com

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our platform’s ability to help protect enterprises from security exposure, business strategy and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements 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, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. These risks and uncertainties are detailed in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 as well as other filings that we make from time to time with the SEC, which are available on the SEC’s website at sec.gov. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance the overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by management for financial and operational decision-making. We include these non-GAAP financial measures to present our financial performance using a management view and because we believe that these measures provide an additional comparison of our core financial performance over multiple periods with other companies in our industry.

Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.

Calculated Current Billings: We define calculated current billings, a non-GAAP financial measure, as total revenue recognized in a period plus the change in current deferred revenue in the corresponding period. We believe that calculated current billings is a key metric to measure our periodic performance. Given that most of our customers pay in advance (including multi-year contracts), but we generally recognize the related revenue ratably over time, we use calculated current billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. We believe that calculated current billings, which excludes deferred revenue for periods beyond twelve months in a customer’s contractual term, more closely correlates with annual contract value and that the variability in total billings, depending on the timing of large multi-year contracts and the preference for annual billing versus multi-year upfront billing, may distort growth in one period over another.

Free Cash Flow and Unlevered Free Cash Flow: We define free cash flow, a non-GAAP financial measure, as net cash provided by operating activities less purchases of property and equipment and capitalized software development costs. We believe free cash flow is an important liquidity measure of the cash that is available (if any), after purchases of property and equipment and capitalized software development costs, for investment in our business and to make acquisitions. We believe that free cash flow is useful as a liquidity measure because it measures our ability to generate cash. We define unlevered free cash flow as free cash flow plus cash paid for interest and other financing costs. We believe unlevered free cash flow is useful as a liquidity measure as it measures the cash that is available to invest in our business and meet our current debt obligations and future financing needs. However, given our debt obligations, non-cancelable commitments and other contractual obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.

Non-GAAP Income from Operations and Non-GAAP Operating Margin: We define these non-GAAP financial measures as their respective GAAP measures, excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses, costs related to the intra-entity asset transfers resulting from the internal restructuring of legal entities, and amortization of acquired intangible assets. Acquisition-related expenses include transaction and integration expenses, as well as costs related to the intercompany transfer of acquired intellectual property. Restructuring expenses include non-ordinary course severance, employee related benefits, and other charges. We believe that the exclusion of these expenses provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude restructuring expenses.

Non-GAAP Net Income and Non-GAAP Earnings Per Share: We define non-GAAP net income as GAAP net loss, excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses and amortization of acquired intangible assets, including the applicable tax impacts. In addition, we exclude the tax impact and related costs of intra-entity asset transfers resulting from the internal restructuring of legal entities as well as deferred income tax benefits recognized in connection with acquisitions. We use non-GAAP net income to calculate non-GAAP earnings per share.

Non-GAAP Gross Profit and Non-GAAP Gross Margin: We define non-GAAP gross profit as GAAP gross profit, excluding the effect of stock-based compensation and amortization of acquired intangible assets. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of revenue.

Non-GAAP Sales and Marketing Expense, Non-GAAP Research and Development Expense and Non-GAAP General and Administrative Expense: We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation, acquisition-related expenses and costs related to intra-entity asset transfers resulting from the internal restructuring of legal entities.

TENABLE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share data)		2024			2023			2024			2023
Revenue	$	227,088		$	201,529		$	664,290		$	585,404
Cost of revenue⁽¹⁾		50,499			45,754			148,229			134,774
Gross profit		176,589			155,775			516,061			450,630
Operating expenses:
Sales and marketing⁽¹⁾		99,083			94,759			300,037			289,750
Research and development⁽¹⁾		48,020			37,052			136,896			113,080
General and administrative⁽¹⁾		31,569			31,877			92,889			85,614
Restructuring		—			—			6,070			—
Total operating expenses		178,672			163,688			535,892			488,444
Loss from operations		(2,083	)		(7,913	)		(19,831	)		(37,814	)
Interest income		5,989			7,662			17,587			19,323
Interest expense		(8,148	)		(8,119	)		(24,333	)		(23,208	)
Other income (expense), net		359			(6,502	)		(858	)		(7,993	)
Loss before income taxes		(3,883	)		(14,872	)		(27,435	)		(49,692	)
Provision for income taxes		5,328			693			10,734			6,944
Net loss	$	(9,211	)	$	(15,565	)	$	(38,169	)	$	(56,636	)

Net loss per share, basic and diluted	$	(0.08	)	$	(0.13	)	$	(0.32	)	$	(0.49	)
Weighted-average shares used to compute net loss per share, basic and diluted		119,169			115,954			118,466			114,967

_______________

⁽¹⁾ Includes stock-based compensation as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Cost of revenue	$	3,216	$	3,011	$	9,486	$	8,542
Sales and marketing		15,941		15,805		47,517		46,622
Research and development		12,435		9,242		35,395		27,871
General and administrative		10,092		8,777		30,403		25,777
Total stock-based compensation	$	41,684	$	36,835	$	122,801	$	108,812

TENABLE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
(in thousands, except per share data)	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	312,207		$	237,132
Short-term investments		236,242			236,840
Accounts receivable (net of allowance for doubtful accounts of $971 and $470 at September 30, 2024 and December 31, 2023, respectively)		192,648			220,060
Deferred commissions		49,858			49,559
Prepaid expenses and other current assets		52,575			61,882
Total current assets		843,530			805,473
Property and equipment, net		39,780			45,436
Deferred commissions (net of current portion)		64,405			72,394
Operating lease right-of-use assets		32,127			34,835
Acquired intangible assets, net		99,474			107,017
Goodwill		541,292			518,539
Other assets		13,811			23,177
Total assets	$	1,634,419		$	1,606,871

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	17,833		$	16,941
Accrued compensation		43,040			66,492
Deferred revenue		583,940			580,779
Operating lease liabilities		6,099			5,971
Other current liabilities		6,205			5,655
Total current liabilities		657,117			675,838
Deferred revenue (net of current portion)		163,512			169,718
Term loan, net of issuance costs (net of current portion)		357,334			359,281
Operating lease liabilities (net of current portion)		43,706			48,058
Other liabilities		8,195			7,632
Total liabilities		1,229,864			1,260,527

Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized; 121,344 and 117,504 shares issued at September 30, 2024 and December 31, 2023, respectively)		1,213			1,175
Additional paid-in capital		1,330,517			1,185,100
Treasury stock (at cost: 1,471 and 356 shares at September 30, 2024 and December 31, 2023, respectively)		(64,925	)		(14,934	)
Accumulated other comprehensive income		954			38
Accumulated deficit		(863,204	)		(825,035	)
Total stockholders’ equity		404,555			346,344
Total liabilities and stockholders’ equity	$	1,634,419		$	1,606,871

TENABLE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Nine Months Ended September 30,
(in thousands)		2024			2023
Cash flows from operating activities:
Net loss	$	(38,169	)	$	(56,636	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		24,434			18,900
Stock-based compensation		122,801			108,812
Net accretion of discounts and amortization of premiums on short-term investments		(6,141	)		(5,903	)
Amortization of debt issuance costs		1,003			941
(Gain) loss on other investments		(1,452	)		5,000
Restructuring		4,528			—
Other		4,128			1,800
Changes in operating assets and liabilities:
Accounts receivable		26,911			9,084
Prepaid expenses and other assets		29,868			17,524
Accounts payable, accrued expenses and accrued compensation		(22,921	)		447
Deferred revenue		(3,153	)		16,856
Other current and noncurrent liabilities		(5,480	)		(5,475	)
Net cash provided by operating activities		136,357			111,350

Cash flows from investing activities:
Purchases of property and equipment		(1,924	)		(1,299	)
Capitalized software development costs		(5,930	)		(4,707	)
Purchases of short-term investments		(227,210	)		(217,239	)
Sales and maturities of short-term investments		234,865			242,864
Proceeds from other investments		3,512			—
Purchases of other investments		(1,250	)		—
Business combinations, net of cash acquired		(29,162	)		—
Net cash (used in) provided by investing activities		(27,099	)		19,619

Cash flows from financing activities:
Payments on term loan		(2,813	)		(2,813	)
Proceeds from loan agreement		—			424
Proceeds from stock issued in connection with the employee stock purchase plan		16,262			16,224
Proceeds from the exercise of stock options		4,798			2,421
Purchase of treasury stock		(49,991	)		—
Other financing activities		—			(213	)
Net cash (used in) provided by financing activities		(31,744	)		16,043
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(2,439	)		(2,562	)
Net increase in cash and cash equivalents and restricted cash		75,075			144,450
Cash and cash equivalents and restricted cash at beginning of period		237,132			300,866
Cash and cash equivalents and restricted cash at end of period	$	312,207		$	445,316

TENABLE HOLDINGS, INC. REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (unaudited)

Revenue	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)		2024		2023		2024		2023
Subscription revenue	$	208,554	$	183,268	$	608,727	$	531,133
Perpetual license and maintenance revenue		11,769		12,200		35,941		36,535
Professional services and other revenue		6,765		6,061		19,622		17,736
Revenue⁽¹⁾	$	227,088	$	201,529	$	664,290	$	585,404

_______________

⁽¹⁾ Recurring revenue, which includes revenue from subscription arrangements for software (both recognized ratably over the subscription term and upon delivery) and cloud-based solutions and maintenance associated with perpetual licenses, represented 96% of revenue in the three and nine months ended September 30, 2024 and 95% of revenue in the three and nine months ended September 30, 2023.

Calculated Current Billings	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)		2024			2023			2024			2023
Revenue	$	227,088		$	201,529		$	664,290		$	585,404
Deferred revenue (current), end of period		583,940			518,372			583,940			518,372
Deferred revenue (current), beginning of period⁽¹⁾		(562,587	)		(495,199	)		(580,887	)		(502,115	)
Calculated current billings	$	248,441		$	224,702		$	667,343		$	601,661

^{________________}
⁽¹⁾ Deferred revenue (current), beginning of period for the nine months ended September 30, 2024 includes $0.1 million related to acquired deferred revenue.

Remaining Performance Obligations	September 30,
(in thousands)		2024		2023
Remaining performance obligations, short-term	$	592,351	$	528,367
Remaining performance obligations, long-term		179,210		168,817
Remaining performance obligations	$	771,561	$	697,184

Free Cash Flow and Unlevered Free Cash Flow	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)		2024			2023			2024			2023
Net cash provided by operating activities	$	54,607		$	42,411		$	136,357		$	111,350
Purchases of property and equipment		(733	)		(201	)		(1,924	)		(1,299	)
Capitalized software development costs		(1,163	)		(1,894	)		(5,930	)		(4,707	)
Free cash flow⁽¹⁾		52,711			40,316			128,503			105,344
Cash paid for interest and other financing costs		8,055			7,843			23,505			26,786
Unlevered free cash flow⁽¹⁾	$	60,766		$	48,159		$	152,008		$	132,130

________________

⁽¹⁾ Free cash flow and unlevered free cash flow for the periods presented were impacted by:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)		2024			2023			2024			2023
Employee stock purchase plan activity	$	(3,653	)	$	(2,236	)	$	(6,283	)	$	(2,507	)
Acquisition-related expenses		(663	)		(571	)		(1,326	)		(830	)
Restructuring		(492	)		—			(5,911	)		—

Non-GAAP Income from Operations and Non-GAAP Operating Margin	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)		2024			2023			2024			2023
Loss from operations	$	(2,083	)	$	(7,913	)	$	(19,831	)	$	(37,814	)
Stock-based compensation		41,684			36,835			122,801			108,812
Acquisition-related expenses		360			4,598			1,284			4,728
Restructuring		—			—			6,070			—
Amortization of acquired intangible assets		5,014			3,055			14,443			9,208
Non-GAAP income from operations	$	44,975		$	36,575		$	124,767		$	84,934
Operating margin		(1	)%		`(4	)%		(3	)%		(6	)%
Non-GAAP operating margin		20	%		18	%		19	%		15	%

Non-GAAP Net Income and Non-GAAP Earnings Per Share	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share data)		2024			2023			2024			2023
Net loss	$	(9,211	)	$	(15,565	)	$	(38,169	)	$	(56,636	)
Stock-based compensation		41,684			36,835			122,801			108,812
Tax impact of stock-based compensation⁽¹⁾		1,528			(1,207	)		1,626			1,046
Acquisition-related expenses⁽²⁾		360			4,598			1,284			4,728
Restructuring⁽²⁾		—			—			6,070			—
Amortization of acquired intangible assets⁽³⁾		5,014			3,055			14,443			9,208
Tax impact of acquisitions		(52	)		(48	)		(130	)		(161	)
Non-GAAP net income	$	39,323		$	27,668		$	107,925		$	66,997

Net loss per share, diluted	$	(0.08	)	$	(0.13	)	$	(0.32	)	$	(0.49	)
Stock-based compensation		0.35			0.32			1.04			0.94
Tax impact of stock-based compensation⁽¹⁾		0.01			(0.01	)		0.01			0.01
Acquisition-related expenses⁽²⁾		0.01			0.04			0.01			0.04
Restructuring⁽²⁾		—			—			0.05			—
Amortization of acquired intangible assets⁽³⁾		0.04			0.02			0.12			0.08
Tax impact of acquisitions		—			—			—			—
Adjustment to diluted earnings per share⁽⁴⁾		(0.01	)		(0.01	)		(0.03	)		(0.02	)
Non-GAAP earnings per share, diluted	$	0.32		$	0.23		$	0.88		$	0.56

Weighted-average shares used to compute GAAP net loss per share, diluted		119,169			115,954			118,466			114,967

Weighted-average shares used to compute non-GAAP earnings per share, diluted		123,288			121,473			123,206			120,273

________________

(1) The tax impact of stock-based compensation is based on the tax treatment for the applicable tax jurisdictions.
(2) The tax impact of acquisition-related expenses and restructuring are not material.
(3) The tax impact of the amortization of acquired intangible assets is included in the tax impact of acquisitions.
(4) An adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.

Non-GAAP Gross Profit and Non-GAAP Gross Margin	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)		2024			2023			2024			2023
Gross profit	$	176,589		$	155,775		$	516,061		$	450,630
Stock-based compensation		3,216			3,011			9,486			8,542
Amortization of acquired intangible assets		5,014			3,055			14,443			9,208
Non-GAAP gross profit	$	184,819		$	161,841		$	539,990		$	468,380
Gross margin		78	%		77	%		78	%		77	%
Non-GAAP gross margin		81	%		80	%		81	%		80	%

Non-GAAP Sales and Marketing Expense	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)		2024			2023			2024			2023
Sales and marketing expense	$	99,083		$	94,759		$	300,037		$	289,750
Less: Stock-based compensation		15,941			15,805			47,517			46,622
Less: Acquisition-related expenses		3			—			52			—
Non-GAAP sales and marketing expense	$	83,139		$	78,954		$	252,468		$	243,128
Non-GAAP sales and marketing expense % of revenue		37	%		39	%		38	%		42	%

Non-GAAP Research and Development Expense	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)		2024			2023			2024			2023
Research and development expense	$	48,020		$	37,052		$	136,896		$	113,080
Less: Stock-based compensation		12,435			9,242			35,395			27,871
Less: Acquisition-related expenses		—			—			(20	)		—
Non-GAAP research and development expense	$	35,585		$	27,810		$	101,521		$	85,209
Non-GAAP research and development expense % of revenue		16	%		14	%		15	%		15	%

Non-GAAP General and Administrative Expense	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)		2024			2023			2024			2023
General and administrative expense	$	31,569		$	31,877		$	92,889		$	85,614
Less: Stock-based compensation		10,092			8,777			30,403			25,777
Less: Acquisition-related expenses		357			4,598			1,252			4,728
Non-GAAP general and administrative expense	$	21,120		$	18,502		$	61,234		$	55,109
Non-GAAP general and administrative expense % of revenue		9	%		9	%		9	%		9	%

The following adjustments to reconcile forecasted non-GAAP income from operations, non-GAAP net income, non-GAAP earnings per share, free cash flow and unlevered free cash flow are subject to a number of uncertainties and assumptions, each of which are inherently difficult to forecast. As a result, actual adjustments and GAAP results may differ materially.

Forecasted Non-GAAP Income from Operations	Three Months Ending December 31, 2024				Year Ending December 31, 2024
(in millions)	Low		High		Low			High
Forecasted income (loss) from operations	$	0.6	$	2.6	$	(19.2	)	$	(17.2	)
Forecasted stock-based compensation		41.3		41.3		164.1			164.1
Forecasted acquisition-related expenses		—		—		1.3			1.3
Forecasted restructuring		—		—		6.1			6.1
Forecasted amortization of acquired intangible assets		5.1		5.1		19.5			19.5
Forecasted non-GAAP income from operations	$	47.0	$	49.0	$	171.8		$	173.8

Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per Share	Three Months Ending December 31, 2024						Year Ending December 31, 2024
(in millions, except per share data)	Low			High			Low			High
Forecasted net loss⁽¹⁾	$	(6.2	)	$	(4.2	)	$	(44.4	)	$	(42.4	)
Forecasted stock-based compensation		41.3			41.3			164.1			164.1
Forecasted tax impact of stock-based compensation		1.9			1.9			3.5			3.5
Forecasted acquisition-related expenses		—			—			1.3			1.3
Forecasted restructuring		—			—			6.1			6.1
Forecasted amortization of acquired intangible assets		5.1			5.1			19.5			19.5
Forecasted tax impact of acquisitions		(0.1	)		(0.1	)		(0.2	)		(0.2	)
Forecasted non-GAAP net income	$	42.0		$	44.0		$	149.9		$	151.9

Forecasted net loss per share, diluted⁽¹⁾	$	(0.05	)	$	(0.04	)	$	(0.37	)	$	(0.36	)
Forecasted stock-based compensation		0.34			0.34			1.38			1.38
Forecasted tax impact of stock-based compensation		0.02			0.02			0.03			0.03
Forecasted acquisition-related expenses		—			—			0.01			0.01
Forecasted restructuring		—			—			0.05			0.05
Forecasted amortization of acquired intangible assets		0.04			0.04			0.16			0.16
Forecasted tax impact of acquisitions		—			—			—			—
Adjustment to diluted earnings per share⁽²⁾		(0.02	)		(0.01	)		(0.05	)		(0.04	)
Forecasted non-GAAP earnings per share, diluted	$	0.33		$	0.35		$	1.21		$	1.23

Forecasted weighted-average shares used to compute GAAP net loss per share, diluted		120.0			120.0			119.0			119.0
Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted		125.5			125.5			123.5			123.5

________________
(1) The forecasted GAAP net loss assumes income tax expense of $4.9 million and $15.6 million in the three months and year ending December 31, 2024, respectively.

(2) Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.

Forecasted Free Cash Flow and Unlevered Free Cash Flow	Year Ending December 31, 2024
(in millions)	Low			High
Forecasted net cash provided by operating activities	$	206.7		$	216.7
Forecasted purchases of property and equipment		(5.9	)		(5.9	)
Forecasted capitalized software development costs		(6.7	)		(6.7	)
Forecasted free cash flow		194.1			204.1
Forecasted cash paid for interest and other financing costs		30.9			30.9
Forecasted unlevered free cash flow	$	225.0		$	235.0

The MIL Network –

January 25, 2025

MIL-OSI: iRhythm Technologies Announces Third Quarter 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

SAN FRANCISCO, Oct. 30, 2024 (GLOBE NEWSWIRE) — iRhythm Technologies, Inc. (NASDAQ: IRTC), a leading digital health care company focused on creating trusted solutions that detect, predict, and prevent disease, today reported financial results for the three months ended September 30, 2024.

Third Quarter 2024 Financial Highlights

Revenue of $147.5 million, an 18% increase compared to third quarter 2023
Gross margin of 68.8%, a 260-basis point increase compared to third quarter 2023
Unrestricted cash, cash equivalents and marketable securities of $522.0 million as of September 30, 2024

Recent Operational Highlights

Strong quarterly registration volume driven by record demand from existing accounts combined with another record quarter of new account openings in the United States and record registrations in the United Kingdom
Received FDA 510(k) clearance for updates previously made to the Zio AT device as letter to file
Expanded global reach with commercial launch of Zio monitor in Austria, the Netherlands, Switzerland, and Spain, and received Japanese PMDA regulatory approval for Zio monitor, highlighting our continued commitment to bringing our innovative digital healthcare solutions to millions of people worldwide
Entered into technology license agreement with BioIntelliSense to incorporate medical grade, connected, multi-sensor capabilities into our future ambulatory cardiac monitoring products, positioning us to expand the capabilities of our product platform
Upcoming data at American Heart Association’s Scientific Sessions 2024 in Chicago from November 16–18

“The third quarter of 2024 was an exceptional quarter of execution as our teams drove significant demand in our core business, made substantial progress in expanding our Zio services into global markets, and established an important licensing agreement with an external partner to drive future platform capabilities for long term growth,” said Quentin Blackford, president and chief executive officer of iRhythm. “Third quarter revenue growth of over 18% year-over-year was driven by record volume demand from existing accounts, and our field teams were also able to open a record number of new accounts during the quarter while continuing our expansion into primary care channels. We were also very pleased to be able to celebrate one million patients having been registered for Zio monitor – our newest generation, long-term continuous monitoring system – in October and have officially launched our first commercial account using Aura – Epic’s specialty diagnostics and devices suite.”

“We also made tangible progress towards long-term initiatives to drive future growth. For the first time ever, we have achieved more than 10,000 billable registrations in a single quarter in the UK, and we are excited that we have begun receiving physician orders following commercial launch in four additional European countries. Furthermore, we have recently received a FDA 510(k) clearance for updates to our Zio AT device associated with our FDA remediation efforts, an ongoing and critical priority for our teams to demonstrate our commitment to quality, compliance and performance. With strong execution across multiple growth levers and with additional catalysts on the horizon, we could not be more excited about the future of iRhythm.”

Third Quarter Financial Results
Revenue for the third quarter of 2024 was $147.5 million, up 18% from $124.6 million during the same period in 2023. The increase was driven by growth in demand for Zio services.

Gross profit for the third quarter of 2024 was $101.5 million, up 23% from $82.5 million during the same period in 2023, while gross margin was 68.8%, up from 66.2% during the same period in 2023. The increase in gross profit was primarily due to increased volume of Zio services provided due to higher demand. The increase in gross margin was primarily due to operational efficiencies as well as the absence of increased reserves for excess Zio XT printed circuit board assembly (PCBA) components that were incurred during the prior year.

Operating expenses for the third quarter of 2024 were $151.8 million, compared to $110.1 million for the same period in 2023. Adjusted operating expenses for the third quarter of 2024 were $143.8 million, compared to $107.1 million during the same period in 2023. The increase in adjusted operating expenses was primarily driven by a $32.1 million charge for license consideration payable to BioIntelliSense that was recognized on iRhythm’s unaudited condensed consolidated statements of operations as acquired in-process research and development (“IPR&D”) expense during the third quarter of 2024. In alignment with SEC guidance around non-GAAP financial measures relating to acquired IPR&D expense, iRhythm does not exclude expenses related to acquired IPR&D from its non-GAAP results.

Net loss for the third quarter of 2024 was $46.2 million, or a diluted loss of $1.48 per share, compared with net loss of $27.1 million, or a diluted loss of $0.89 per share, for the same period in 2023. Adjusted net loss for the third quarter of 2024 was $39.2 million, or a diluted loss of $1.26 per share, compared with an adjusted net loss of $24.1 million, or a diluted loss of $0.79 per share, for the same period in 2023. The increase in net loss was primarily driven by a $32.1 million charge for license consideration payable to BioIntelliSense that was recognized on iRhythm’s unaudited condensed consolidated statements of operations as acquired IPR&D expense during the third quarter of 2024.

Unrestricted cash, cash equivalents, and marketable securities were $522.0 million as of September 30, 2024.

2024 Annual Guidance
iRhythm projects revenue for the full year 2024 to grow approximately 18% to 19% compared to prior year results, ranging from approximately $582.5 million to $587.5 million. Gross margin for the full year 2024 is expected to range from 68.5% to 69.0%. iRhythm now expects adjusted EBITDA margin for the full year 2024 to range from approximately negative 2% to negative 1.5% of full year revenues. Adjusted EBITDA guidance includes license consideration payable to BioIntelliSense that is recognized on iRhythm’s consolidated statements of operations as acquired IPR&D expenses, including a charge of approximately $32 million of expense incurred during the third quarter of 2024. In alignment with SEC guidance around non-GAAP financial measures relating to acquired IPR&D expense, iRhythm will not exclude expenses related to acquired IPR&D from its non-GAAP results, which include adjusted EBITDA.

Webcast and Conference Call Information
iRhythm’s management team will host a conference call today beginning at 1:30 p.m. PT/4:30 p.m. ET. Interested parties may access a live and archived webcast of the presentation on the “Events & Presentations” section of the company’s investor website at investors.irhythmtech.com.

About iRhythm Technologies, Inc.
iRhythm is a leading digital health care company that creates trusted solutions that detect, predict, and prevent disease. Combining wearable biosensors and cloud-based data analytics with powerful proprietary algorithms, iRhythm distills data from millions of heartbeats into clinically actionable information. Through a relentless focus on patient care, iRhythm’s vision is to deliver better data, better insights, and better health for all.

Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications have no impact on previously reported results of operations or financial position.

Use of Non-GAAP Financial Measures
We refer to certain financial measures that are not recognized under U.S. generally accepted accounting principles (GAAP) in this press release, including adjusted EBITDA, adjusted net loss, adjusted net loss per share and adjusted operating expenses. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. See the schedules attached to this press release for additional information and reconciliations of such non-GAAP financial measures. We have not reconciled our adjusted operating expenses and adjusted EBITDA estimates for full year 2024 because certain items that impact these figures are uncertain or out of our control and cannot be reasonably predicted. Accordingly, a reconciliation of adjusted operating expenses and adjusted EBITDA estimates is not available without unreasonable effort.

Adjusted EBITDA excludes non-cash operating charges for stock-based compensation expense, changes in fair value of strategic investments, impairment and restructuring charges, business transformation costs, and loss on extinguishment of debt. Business transformation costs include costs associated with professional services, employee termination and relocation, third-party merger and acquisition, integration, and other costs to augment and restructure the organization, inclusive of both outsourced and offshore resources.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements include statements regarding financial guidance, market opportunity, ability to penetrate the market, anticipated productivity improvements and expectations for growth. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled “Risk Factors” and elsewhere in our filings made with the Securities and Exchange Commission, including those on the Form 10-Q expected to be filed on or about October 30, 2024. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. iRhythm disclaims any obligation to update these forward-looking statements.

Investor Contact
Stephanie Zhadkevich
investors@irhythmtech.com

Media Contact
Kassandra Perry
irhythm@highwirepr.com

IRHYTHM TECHNOLOGIES, INC. Condensed Consolidated Balance Sheets (In thousands, except par value) (unaudited)

	September 30, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	519,535		$	36,173
Marketable securities		2,496			97,591
Accounts receivable, net		77,427			61,484
Inventory		15,032			13,973
Prepaid expenses and other current assets		13,419			21,591
Total current assets		627,909			230,812
Property and equipment, net		122,390			104,114
Operating lease right-of-use assets		45,570			49,317
Restricted cash, long-term		8,358			—
Goodwill		862			862
Long-term strategic investments		59,059			3,000
Other assets		45,540			45,039
Total assets	$	909,688		$	433,144
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,593		$	5,543
Accrued liabilities		73,958			83,362
Deferred revenue		3,031			3,306
Operating lease liabilities, current portion		15,522			15,159
Total current liabilities		100,104			107,370
Long-term senior convertible notes		645,821			—
Debt, noncurrent portion		—			34,950
Other noncurrent liabilities		17,978			1,012
Operating lease liabilities, noncurrent portion		74,019			79,715
Total liabilities		837,922			223,047
Stockholders’ equity:
Preferred stock, $0.001 par value – 5,000 shares authorized; none issued and outstanding at September 30, 2024 and December 31, 2023		—			—
Common stock, $0.001 par value – 100,000 shares authorized; 31,516 shares issued and 31,287 shares outstanding at September 30, 2024, respectively; and 30,954 shares issued and outstanding at December 31, 2023		31			31
Additional paid-in capital		854,363			855,784
Accumulated other comprehensive loss		(66	)		(112	)
Accumulated deficit		(757,562	)		(645,606	)
Treasury stock, at cost; 229 and 0 shares at September 30, 2024 and December 31, 2023, respectively		(25,000	)		—
Total stockholders’ equity		71,766			210,097
Total liabilities and stockholders’ equity	$	909,688		$	433,144

IRHYTHM TECHNOLOGIES, INC. Condensed Consolidated Statements of Operations (In thousands, except per share data) (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023
Revenue, net	$	147,538		$	124,604		$	427,514		$	360,170
Cost of revenue		46,062			42,130			135,051			115,790
Gross profit		101,476			82,474			292,463			244,380
Operating expenses:
Research and development		15,694			16,309			52,378			44,828
Acquired in-process research and development		32,069			—			32,069			—
Selling, general and administrative		103,375			93,768			318,797			285,531
Impairment charges		641			—			641			—
Total operating expenses		151,779			110,077			403,885			330,359
Loss from operations		(50,303	)		(27,603	)		(111,422	)		(85,979	)
Interest and other income (expense), net:
Interest income		6,456			1,717			16,198			4,619
Interest expense		(3,329	)		(927	)		(9,501	)		(2,709	)
Loss on extinguishment of debt		—			—			(7,589	)		—
Other income (expense), net		1,182			(108	)		772			(143	)
Total interest and other income (expense), net		4,309			682			(120	)		1,767
Loss before income taxes		(45,994	)		(26,921	)		(111,542	)		(84,212	)
Income tax provision		188			195			414			495
Net loss	$	(46,182	)	$	(27,116	)	$	(111,956	)	$	(84,707	)
Net loss per common share, basic and diluted	$	(1.48	)	$	(0.89	)	$	(3.59	)	$	(2.78	)
Weighted-average shares, basic and diluted		31,262			30,607			31,147			30,470

IRHYTHM TECHNOLOGIES, INC. Reconciliation of GAAP to Non-GAAP Financial Information (in thousands, except per share data) (unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023
Adjusted EBITDA reconciliation*
Net loss¹	$	(46,182	)	$	(27,116	)	$	(111,956	)	$	(84,707	)
Interest expense		3,329			927			9,501			2,709
Interest income		(6,456	)		(1,717	)		(16,198	)		(4,619	)
Changes in fair value of strategic investments		(1,059	)		—			(1,059	)		—
Income tax provision		188			195			414			495
Depreciation and amortization		5,135			4,067			15,426			11,434
Stock-based compensation		17,158			21,008			59,970			53,358
Impairment charges		641			—			641			—
Business transformation costs		7,360			2,999			8,656			14,094
Loss on extinguishment of debt		—			—			7,589			—
Adjusted EBITDA	$	(19,886	)	$	363		$	(27,016	)	$	(7,236	)

Adjusted net loss reconciliation*
Net loss, as reported¹	$	(46,182	)	$	(27,116	)	$	(111,956	)	$	(84,707	)
Impairment charges		641			—			641			—
Business transformation costs		7,360			2,999			8,656			14,094
Changes in fair value of strategic investments		(1,059	)		—			(1,059	)		—
Loss on extinguishment of debt		—			—			7,589			—
Adjusted net loss	$	(39,240	)	$	(24,117	)	$	(96,129	)	$	(70,613	)

Adjusted net loss per share reconciliation*
Net loss per share, as reported¹	$	(1.48	)	$	(0.89	)	$	(3.59	)	$	(2.78	)
Impairment charges per share		0.02			—			0.02			—
Business transformation costs per share		0.24			0.10			0.28			0.46
Changes in fair value of strategic investments per share		(0.03	)		—			(0.03	)		—
Loss on extinguishment of debt per share		—			—			0.24			—
Adjusted net loss per share	$	(1.26	)	$	(0.79	)	$	(3.09	)	$	(2.32	)
Weighted-average shares, basic and diluted		31,262			30,607			31,147			30,470

Adjusted operating expense reconciliation*
Operating expense, as reported	$	151,779		$	110,077		$	403,885		$	330,359
Impairment charges		(641	)		—			(641	)		—
Business transformation costs		(7,360	)		(2,999	)		(8,656	)		(14,094	)
Adjusted operating expense	$	143,778		$	107,078		$	394,588		$	316,265

*Certain numbers expressed may not sum due to rounding.
¹ Net loss for the three and nine months ended September 30, 2024 includes $32.1 million of acquired in-process research and development expense.

The MIL Network –

January 25, 2025

MIL-OSI: Compass Diversified Reports Third Quarter 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

WESTPORT, Conn., Oct. 30, 2024 (GLOBE NEWSWIRE) — Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, announced today its consolidated operating results for the three months ended September 30, 2024.

“Despite a dynamic macroeconomic environment, we had another great quarter,” said Elias Sabo, CEO of Compass Diversified. “Our differentiated business model and strong operating companies position us to create long-term value for all stakeholders. In the third quarter, we saw double-digit sales growth driven by continued demand in our Branded Consumer businesses. Our Industrial businesses are stabilizing and delivered low single-digit growth in the quarter. Given our momentum, we are raising our 2024 outlook and believe we are well positioned for growth in 2025 and beyond.”

Third Quarter 2024 Financial Summary vs. Same Year-Ago Period (where applicable)

Net sales up 11.8% to $582.6 million and up 6.6% on a pro forma basis.
Branded Consumer net sales up 9.2% on a pro forma basis to $399.2 million.
Industrial net sales up 1.2% to $183.4 million.
Income from continuing operations of $31.5 million vs. loss from continuing operations of $14.0 million.
Net income of $31.5 million vs. net loss of $3.8 million.
Adjusted Earnings, a non-GAAP financial measure, up 65% to $48.7 million vs. $29.6 million.
Adjusted EBITDA, a non-GAAP financial measure, was up 28% to $114.0 million vs. $89.0 million

Recent Business Highlights

On October 24, 2024, CODI paid a third quarter 2024 cash distribution of $0.25 per share on its common shares.
On October 16, 2024, CODI announced a $100 million share repurchase program through December 31, 2024, subject to extension by the Company’s board.
On October 1, 2024, Altor Solutions, a subsidiary of CODI and a leading designer and manufacturer of custom protective and cold-chain packaging solutions for the industrial and life sciences markets, completed the acquisition of Lifoam Industries, a manufacturer and distributor of temperature-controlled shipping solutions.
On August 26, 2024, CODI announced the appointment of Stephen Keller as Chief Financial Officer.

Third Quarter 2024 Financial Results

Net sales in the third quarter of 2024 were $582.6 million, up 11.8% compared to $521.1 million in the third quarter of 2023. This was driven by the Company’s acquisition of The Honey Pot Co. in January 2024 and continued strong sales growth at Lugano and BOA. On a pro forma basis, assuming CODI had acquired The Honey Pot Co. on January 1, 2023, net sales were up 6.6%.

On a pro forma basis, Branded Consumer net sales increased 9.2% to $399.2 million compared to the third quarter of 2023.

Industrial net sales increased 1.2% to $183.4 million compared to the third quarter of 2023.

Operating income for the third quarter of 2024 was $70.3 million compared to $17.4 million in the third quarter of 2023. Operating income in the third quarter of 2024 reflected higher gross profit at the Company’s Branded Consumer businesses, offset by increased SG&A and amortization expense from the acquisition of The Honey Pot Co. in the first quarter of 2024.

Income from continuing operations in the third quarter of 2024 was $31.5 million compared to a loss from continuing operations of $14.0 million in the third quarter of 2023, primarily driven by strong growth at Lugano and BOA and the Company’s acquisition of The Honey Pot Co. in January 2024. In the prior year, the Company recognized an impairment charge of $32.6 million at Velocity that drove the loss in the third quarter.

Net income in the third quarter of 2024 was $31.5 million compared to a net loss of $3.8 million in the third quarter of 2023.

Adjusted Earnings (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the third quarter of 2024 increased 65% to $48.7 million compared to $29.6 million a year ago. CODI’s weighted average number of shares outstanding in the third quarter of 2024 was 75.65 million compared to 71.88 million in the prior year third quarter.

Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) in the third quarter of 2024 was $114.0 million, up 28% compared to $89.0 million in the third quarter of 2023. The increase was primarily due to strong results at Lugano and BOA, and the addition of The Honey Pot Co. in the first quarter of 2024. Management fees incurred during the third quarter were $18.8 million.

Liquidity and Capital Resources

As of September 30, 2024, CODI had approximately $71.9 million in cash and cash equivalents, $110 million outstanding on its revolver, $377.5 million outstanding in term loans, $1 billion outstanding in 5.250% Senior Notes due 2029 and $300 million outstanding in 5.000% Senior Notes due 2032.

As of September 30, 2024, the Company had no significant debt maturities until 2027 and had net borrowing availability of approximately $486.6 million under its revolving credit facility.

Third Quarter 2024 Distributions

On October 3, 2024, CODI’s board of directors declared a third quarter distribution of $0.25 per share on the Company’s common shares. The cash distribution was paid on October 24, 2024, to all holders of record of common shares as of October 17, 2024.

The board also declared a quarterly cash distribution of $0.453125 per share on the Company’s 7.250% Series A Preferred Shares (the “Series A Preferred Shares”). The distribution on the Series A Preferred Shares covers the period from, and including, July 30, 2024, up to, but excluding, October 30, 2024. The distribution for such period was payable on October 30, 2024, to all holders of record of Series A Preferred Shares as of October 15, 2024.

The board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series B Preferred Shares (the “Series B Preferred Shares”). The distribution on the Series B Preferred Shares covers the period from, and including, July 30, 2024, up to, but excluding, October 30, 2024. The distribution for such period was payable on October 30, 2024, to all holders of record of Series B Preferred Shares as of October 15, 2024.

The board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series C Preferred Shares (the “Series C Preferred Shares”). The distribution on the Series C Preferred Shares covers the period from, and including, July 30, 2024, up to, but excluding, October 30, 2024. The distribution for such period was payable on October 30, 2024, to all holders of record of Series C Preferred Shares as of October 15, 2024.

2024 Outlook

As a result of CODI’s strong financial performance in the third quarter, the Company is raising its Adjusted EBITDA and Adjusted Earnings outlook (see “Note Regarding Use of Non-GAAP Financial Measures” below). For the full year 2024, CODI now expects consolidated pro-forma subsidiary Adjusted EBITDA of between $510 million and $525 million. This is inclusive of The Honey Pot Co. as if it was owned from January 1, 2024.

Of this range, CODI now expects its Branded Consumer vertical to deliver between $390 million to $400 million and its Industrial vertical to deliver between $120 million to $125 million. These estimates are based on the summation of the Company’s expectations for its current subsidiaries in 2024, absent additional acquisitions or divestitures, and excludes corporate expenses such as interest expense, management fees paid by CODI and corporate overhead.

CODI expects to earn Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below), which includes management fees and corporate expenses, of between $420 million and $435 million for the full year 2024. Adjusted EBITDA only includes results from The Honey Pot Co. from the date of acquisition.

The Company further expects Adjusted Earnings to be between $155 million and $165 million (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the full year 2024.

In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, CODI has not reconciled 2024 subsidiary Adjusted EBITDA, 2024 Adjusted EBITDA or 2024 Adjusted Earnings to their comparable GAAP measure because it does not provide guidance on Income (Loss) from Continuing Operations or Net Income (Loss) or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. For the same reasons, CODI is unable to address the probable significance of the unavailable information, which could be material to future results.

Conference Call

In conjunction with this announcement, CODI will host a conference call on October 30, 2024, at 5:00 p.m. E.T. / 2:00 p.m. PT with the Company’s Chief Executive Officer, Elias Sabo, the Company’s Chief Financial Officer, Stephen Keller, and Pat Maciariello, the Chief Operating Officer of Compass Group Management. A live webcast of the call will be available on the Investor Relations section of CODI’s website. To access the call by phone, please go to this link (registration link) and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call 15 minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time on the Company’s website.

Note Regarding Use of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted Earnings are non-GAAP measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Income (Loss) from Continuing Operations and Adjusted Earnings to Net Income (Loss) on the attached schedules. We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings. We believe that Adjusted EBITDA and Adjusted Earnings provides useful information to investors and reflect important financial measures as each excludes the effects of items which reflect the impact of long-term investment decisions, rather than the performance of near-term operations. When compared to Net Income (Loss) and Income (Loss) from Continuing Operations, Adjusted Earnings and Adjusted EBITDA, respectively, are each limited in that they do not reflect the periodic costs of certain capital assets used in generating revenues of our businesses or the non-cash charges associated with impairments, as well as certain cash charges. The presentation of Adjusted EBITDA allows investors to view the performance of our businesses in a manner similar to the methods used by us and the management of our businesses, provides additional insight into our operating results and provides a measure for evaluating targeted businesses for acquisition. The presentation of Adjusted Earnings provides insight into our operating results.

Pro forma net sales is defined as net sales including the historical net sales relating to the pre-acquisition periods of The Honey Pot Co., assuming that the Company acquired The Honey Pot Co. on January 1, 2023. We have reconciled pro forma net sales to net sales, the most directly comparable GAAP financial measure, on the attached schedules. We believe that pro forma net sales is useful information for investors as it provides a better understanding of sales performance, and relative changes thereto, on a comparable basis. Pro forma net sales is not necessarily indicative of what the actual results would have been if the acquisition had in fact occurred on the date or for the periods indicated nor does it purport to project net sales for any future periods or as of any date.

Adjusted EBITDA, Adjusted Earnings and pro forma net sales are not meant to be a substitute for GAAP measures and may be different from or otherwise inconsistent with non-GAAP financial measures used by other companies.

About Compass Diversified

Since its IPO in 2006, CODI has consistently executed its strategy of owning and managing a diverse set of highly defensible, middle-market businesses across the industrial, branded consumer and healthcare sectors. The Company leverages its permanent capital base, long-term disciplined approach, and actionable expertise to maintain controlling ownership interests in each of its subsidiaries, maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and has consistently generated strong returns through its culture of transparency, alignment and accountability. For more information, please visit compassdiversified.com.

Forward Looking Statements

Certain statements in this press release may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements as to our future performance or liquidity, such as expectations regarding our results of operations and financial condition, our 2024 Subsidiary Adjusted EBITDA, our 2024 Adjusted EBITDA, our 2024 Adjusted Earnings, our pending acquisitions and divestitures, and other statements with regard to the future performance of CODI. We may use words such as “plans,” “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “seek,” “look,” and similar expressions to identify forward-looking statements. The forward-looking statements contained in this press release involve risks and uncertainties. Actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in CODI’s annual report on Form 10-K and its quarterly reports on Form 10-Q. Other factors that could cause actual results to differ materially include: changes in the economy, financial markets and political environment, including changes in inflation and interest rates; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, war, natural disasters or social, civil and political unrest; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); environmental risks affecting the business or operations of our subsidiaries; disruption in the global supply chain, labor shortages and high labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to successfully complete and integrate, acquisitions that we may make; the ability to successfully complete when we’ve executed divestitures agreements; the dependence of our future success on the general economy and its impact on the industries in which we operate; the ability of our subsidiaries to achieve their objectives; the adequacy of our cash resources and working capital; the timing of cash flows, if any, from the operations of our subsidiaries; and other considerations that may be disclosed from time to time in CODI’s publicly disseminated documents and filings. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. Although, except as required by law, CODI undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that CODI may make directly to you or through reports that it in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Investor Relations

Compass Diversified
irinquiry@compassdiversified.com

Gateway Group
Cody Slach
949.574.3860
CODI@gateway-grp.com

Media Relations
Compass Diversified
mediainquiry@compassdiversified.com

The IGB Group
Leon Berman
212-477-8438
lberman@igbir.com

Compass Diversified Holdings Condensed Consolidated Balance Sheets


	September 30, 2024		December 31, 2023
(in thousands)	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	71,948	$	450,477
Accounts receivable, net		412,688		318,241
Inventories, net		939,361		740,387
Prepaid expenses and other current assets		100,550		94,715
Total current assets		1,524,547		1,603,820
Property, plant and equipment, net		186,555		192,562
Goodwill		1,004,084		901,428
Intangible assets, net		1,062,425		923,905
Other non-current assets		183,803		195,266
Total assets	$	3,961,414	$	3,816,981

Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	293,267	$	250,868
Due to related party		18,116		16,025
Current portion, long-term debt		12,500		10,000
Other current liabilities		37,337		35,465
Total current liabilities		361,220		312,358
Deferred income taxes		135,777		120,131
Long-term debt		1,763,687		1,661,879
Other non-current liabilities		198,849		203,232
Total liabilities		2,459,533		2,297,600
Stockholders’ equity
Total stockholders’ equity attributable to Holdings		1,236,965		1,326,750
Noncontrolling interest		264,916		192,631
Total stockholders’ equity		1,501,881		1,519,381
Total liabilities and stockholders’ equity	$	3,961,414	$	3,816,981

Compass Diversified Holdings Consolidated Statements of Operations (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share data)		2024			2023			2024			2023
Net sales	$	582,623		$	521,065		$	1,649,508		$	1,491,887
Cost of sales		308,045			295,754			873,989			844,871
Gross profit		274,578			225,311			775,519			647,016
Operating expenses:
Selling, general and administrative expense		158,754			132,944			460,914			396,963
Management fees		18,758			18,471			55,689			51,536
Amortization expense		26,798			23,955			80,547			71,906
Impairment expense		—			32,568			8,182			32,568
Operating income		70,268			17,373			170,187			94,043
Other income (expense):
Interest expense, net		(27,358	)		(27,560	)		(77,494	)		(80,353	)
Amortization of debt issuance costs		(1,005	)		(1,005	)		(3,014	)		(3,034	)
Gain (loss) on sale of Crosman		388			—			(24,218	)		—
Other income (expense), net		(78	)		1,045			(4,327	)		2,100
Net income (loss) from continuing operations before income taxes		42,215			(10,147	)		61,134			12,756
Provision for income taxes		10,754			3,837			40,960			15,077
Income (loss) from continuing operations		31,461			(13,984	)		20,174			(2,321	)
Income from discontinued operations, net of income tax		—			8,950			—			21,790
Gain on sale of discontinued operations		—			1,274			3,345			103,495
Net income (loss)		31,461			(3,760	)		23,519			122,964
Less: Net income from continuing operations attributable to noncontrolling interest		9,397			5,721			22,632			13,390
Less: Net income from discontinued operations attributable to noncontrolling interest		—			673			—			725
Net income (loss) attributable to Holdings	$	22,064		$	(10,154	)	$	887		$	108,849

Amounts attributable to Holdings
Income (loss) from continuing operations	$	22,064		$	(19,705	)	$	(2,458	)	$	(15,711	)
Income from discontinued operations		—			8,277			—			21,065
Gain on sale of discontinued operations, net of income tax		—			1,274			3,345			103,495
Net income (loss) attributable to Holdings	$	22,064		$	(10,154	)	$	887		$	108,849

Basic income (loss) per common share attributable to Holdings
Continuing operations	$	0.08		$	(0.45	)	$	(1.18	)	$	(1.00	)
Discontinued operations		—			0.12			0.04			1.69
	$	0.08		$	(0.33	)	$	(1.14	)	$	0.69

Basic weighted average number of common shares outstanding		75,645			71,881			75,437			71,996

Cash distributions declared per Trust common share	$	0.25		$	0.25		$	0.75		$	0.75

Compass Diversified Holdings Net Income (Loss) to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)		2024			2023			2024			2023
Net income (loss)	$	31,461		$	(3,760	)	$	23,519		$	122,964
Income from discontinued operations, net of tax		—			8,950			—			21,790
Gain on sale of discontinued operations, net of tax		—			1,274			3,345			103,495
Net income (loss) from continuing operations	$	31,461		$	(13,984	)	$	20,174		$	(2,321	)
Less: income from continuing operations attributable to noncontrolling interest		9,397			5,721			22,632			13,390
Net income (loss) attributable to Holdings – continuing operations	$	22,064		$	(19,705	)	$	(2,458	)	$	(15,711	)
Adjustments:
Distributions paid – preferred shares		(6,345	)		(6,045	)		(18,491	)		(18,136	)
Amortization expense – intangibles and inventory step up		26,798			23,956			84,553			73,081
Impairment expense		—			32,568			8,182			32,568
Tax effect – impairment expense		—			(4,308	)		—			(4,308	)
(Gain) loss on sale of Crosman		(388	)		—			24,218			—
Tax effect – loss on sale of Crosman		—			—			7,254			—
Stock compensation		4,769			2,750			13,026			7,598
Acquisition expenses		—			—			3,479			—
Integration services fee		875			—			1,750			2,375
Other		963			349			1,368			1,129
Adjusted Earnings	$	48,736		$	29,565		$	122,881		$	78,596
Plus (less):
Depreciation expense		10,366			11,994			31,763			35,255
Income tax provision		10,754			3,837			40,960			15,077
Interest expense		27,357			27,560			77,494			80,353
Amortization of debt issuance costs		1,005			1,005			3,014			3,034
Tax effect – loss on sale of Crosman					—			(7,254	)		—
Income from continuing operations attributable to noncontrolling interest		9,397			5,721			22,632			13,390
Distributions paid – preferred shares		6,345			6,045			18,491			18,136
Other (income) expense		79			(1,045	)		4,327			(2,100	)
Adjusted EBITDA	$	114,039		$	88,990		$	314,308		$	246,049

Compass Diversified Holdings Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation Three Months Ended September 30, 2024 (Unaudited)

	Corporate				5.11		BOA			Ergobaby			Lugano			PrimaLoft			THP			Velocity Outdoor			Altor		Arnold		Sterno			Consolidated
Income (loss) from continuing operations	$	(8,715	)	$	9,737		$	3,902		$	(3,229	)	$	24,272		$	(4,273	)	$	(160	)	$	1,831		$	2,682	$	2,260	$	3,154		$	31,461
Adjusted for:
Provision (benefit) for income taxes		—			1,782			1,451			136			8,342			(2,315	)		(20	)		(2,223	)		1,466		1,196		939			10,754
Interest expense, net		27,238			(2	)		(4	)		—			—			(10	)		(3	)		(1	)		—		139		—			27,357
Intercompany interest		(41,375	)		3,334			4,925			2,116			15,080			4,480			2,907			2,038			1,735		1,816		2,944			—
Depreciation and amortization		118			5,617			5,402			2,053			2,699			5,337			4,166			1,397			4,080		2,340		4,960			38,169
EBITDA		(22,734	)		20,468			15,676			1,076			50,393			3,219			6,890			3,042			9,963		7,751		11,997			107,741
Other (income) expense		—			13			(110	)		17			(68	)		1			25			(164	)		58		—		(81	)		(309	)
Noncontrolling shareholder compensation		—			544			1,504			232			459			828			540			186			237		4		235			4,769
Integration services fee		—			—			—			—			—			—			875			—			—		—		—			875
Other		—			—			—			—			—			—			—			—			—		880		83			963
Adjusted EBITDA	$	(22,734	)	$	21,025		$	17,070		$	1,325		$	50,784		$	4,048		$	8,330		$	3,064		$	10,258	$	8,635	$	12,234		$	114,039

Compass Diversified Holdings Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation Three Months Ended September 30, 2023 (Unaudited)


	Corporate				5.11		BOA			Ergobaby			Lugano		PrimaLoft			Velocity Outdoor			Altor			Arnold		Sterno			Consolidated
Income (loss) from continuing operations	$	(13,750	)	$	5,834		$	4,257		$	(261	)	$	14,584	$	(4,893	)	$	(28,881	)	$	5,042		$	2,103	$	1,981		$	(13,984	)
Adjusted for:
Provision (benefit) for income taxes		—			1,920			865			(620	)		4,210		(2,566	)		(2,951	)		1,460			876		643			3,837
Interest expense, net		27,525			(2	)		(4	)		—			—		(3	)		38			—			6		—			27,560
Intercompany interest		(34,708	)		5,477			1,571			2,144			8,930		4,635			3,633			2,549			1,706		4,063			—
Depreciation and amortization		380			6,573			5,930			2,033			2,081		5,361			3,272			4,215			2,126		4,984			36,955
EBITDA		(20,553	)		19,802			12,619			3,296			29,805		2,534			(24,889	)		13,266			6,817		11,671			54,368
Other (income) expense		—			98			(63	)		—			71		(9	)		(425	)		(362	)		8		(363	)		(1,045	)
Noncontrolling shareholder compensation		—			258			736			312			472		262			228			234			8		240			2,750
Impairment expense		—			—			—			—			—		—			32,568			—			—		—			32,568
Other		—			—			—			—			—		—			—			—			—		349			349
Adjusted EBITDA	$	(20,553	)	$	20,158		$	13,292		$	3,608		$	30,348	$	2,787		$	7,482		$	13,138		$	6,833	$	11,897		$	88,990

Compass Diversified Holdings Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation Nine Months Ended September 30, 2024 (Unaudited)

	Corporate				5.11		BOA			Ergobaby			Lugano			PrimaLoft			THP			Velocity Outdoor			Altor		Arnold			Sterno			Consolidated
Income (loss) from continuing operations	$	(21,151	)	$	18,594		$	16,248		$	(6,337	)	$	59,257		$	(5,261	)	$	(7,764	)	$	(53,368	)	$	6,076	$	6,169		$	7,711		$	20,174
Adjusted for:
Provision (benefit) for income taxes		—			4,792			3,920			516			20,010			(1,731	)		(2,589	)		7,074			3,192		3,182			2,594			40,960
Interest expense, net		77,280			(3	)		(16	)		—			3			(15	)		(28	)		53			—		220			—			77,494
Intercompany interest		(122,209	)		10,114			15,716			6,364			40,417			13,526			7,827			7,620			5,612		5,313			9,700			—
Depreciation and amortization		552			17,198			16,251			6,427			7,571			15,987			14,811			6,679			12,250		6,754			14,850			119,330
EBITDA		(65,528	)		50,695			52,119			6,970			127,258			22,506			12,257			(31,942	)		27,130		21,638			34,855			257,958
Other (income) expense		462			86			22			12			(61	)		5			(5	)		25,734			2,722		(9	)		(423	)		28,545
Non-controlling shareholder compensation		—			1,630			4,352			738			1,662			1,823			1,157			556			741		13			354			13,026
Impairment expense		—			—			—			—			—			—			—			8,182			—		—			—			8,182
Acquisition expenses		—			—			—			—			—			—			3,479			—			—		—			—			3,479
Integration services fee		—			—			—			—			—			—			1,750			—			—		—			—			1,750
Other		—			—			—			—			—			—			90			—			—		880			398			1,368
Adjusted EBITDA	$	(65,066	)	$	52,411		$	56,493		$	7,720		$	128,859		$	24,334		$	18,728		$	2,530		$	30,593	$	22,522		$	35,184		$	314,308

Compass Diversified Holdings Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation Nine Months Ended September 30, 2023 (Unaudited)

	Corporate				5.11		BOA			Ergobaby			Lugano			PrimaLoft			Velocity Outdoor			Altor		Arnold			Sterno			Consolidated
Income (loss) from continuing operations	$	(40,914	)	$	11,850		$	15,151		$	(1,114	)	$	31,468		$	(5,500	)	$	(36,862	)	$	12,244	$	6,911		$	4,445		$	(2,321	)
Adjusted for:
Provision (benefit) for income taxes		—			3,990			2,224			(1,272	)		10,295			(3,125	)		(5,905	)		4,094		3,264			1,512			15,077
Interest expense, net		80,123			(4	)		(9	)		—			4			(9	)		232			—		16			—			80,353
Intercompany interest		(99,433	)		15,698			5,032			6,484			22,660			13,343			10,070			8,183		5,078			12,885			—
Depreciation and amortization		1,056			19,866			17,436			6,112			6,971			16,084			10,023			12,558		6,248			15,016			111,370
EBITDA		(59,168	)		51,400			39,834			10,210			71,398			20,793			(22,442	)		37,079		21,517			33,858			204,479
Other (income) expense		(128	)		(103	)		117			29			(5	)		130			(1,179	)		201		(1	)		(1,161	)		(2,100	)
Non-controlling shareholder compensation		—			988			2,069			936			1,312			219			686			800		26			562			7,598
Impairment expense		—			—			—			—			—			—			32,568			—		—			—			32,568
Integration services fee		—			—			—			—			—			2,375			—			—		—			—			2,375
Other		—			—			—			—			—			—			—			—		—			1,129			1,129
Adjusted EBITDA	$	(59,296	)	$	52,285		$	42,020		$	11,175		$	72,705		$	23,517		$	9,633		$	38,080	$	21,542		$	34,388		$	246,049

Compass Diversified Holdings Non-GAAP Adjusted EBITDA (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)		2024			2023			2024			2023

Branded Consumer
5.11	$	21,025		$	20,158		$	52,411		$	52,285
BOA		17,070			13,292			56,493			42,020
Ergobaby		1,325			3,608			7,720			11,175
Lugano		50,784			30,348			128,859			72,705
PrimaLoft		4,048			2,787			24,334			23,517
The Honey Pot Co.⁽¹⁾		8,330			—			18,728			—
Velocity Outdoor		3,064			7,482			2,530			9,633
Total Branded Consumer	$	105,646		$	77,675		$	291,075		$	211,335

Niche Industrial
Altor Solutions		10,258			13,138			30,593			38,080
Arnold Magnetics		8,635			6,833			22,522			21,542
Sterno		12,234			11,897			35,184			34,388
Total Niche Industrial	$	31,127		$	31,868		$	88,299		$	94,010
Corporate expense		(22,734	)		(20,553	)		(65,066	)		(59,296	)
Total Adjusted EBITDA	$	114,039		$	88,990		$	314,308		$	246,049

⁽¹⁾ The above results for The Honey Pot Co. do not include management’s estimate of Adjusted EBITDA, before the Company’s ownership of $3.9 million for the nine months ended September 30, 2024, and $5.1 million and $20.9 million, respectively, for the three and nine months ended September 30, 2023. The Honey Pot Co. was acquired on January 31, 2024.

Compass Diversified Holdings Net Sales to Pro Forma Net Sales Reconciliation (unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)		2024		2023		2024		2023

Net Sales	$	582,623	$	521,065	$	1,649,508	$	1,491,887
Acquisitions⁽¹⁾		—		25,560		10,671		82,447
Pro Forma Net Sales	$	582,623	$	546,625	$	1,660,179	$	1,574,334

⁽¹⁾ Acquisitions reflects the net sales for The Honey Pot Co. on a pro forma basis as if the Company had acquired The Honey Pot Co. on January 1, 2023.

Compass Diversified Holdings Subsidiary Pro Forma Net Sales (unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)		2024		2023		2024		2023

Branded Consumer
5.11	$	139,218	$	135,213	$	387,393	$	385,695
BOA		45,607		37,281		142,670		113,390
Ergobaby		21,755		23,218		71,530		71,785
Lugano		118,584		78,735		320,981		203,571
PrimaLoft		13,686		10,930		61,518		57,619
The Honey Pot⁽¹⁾		31,545		25,560		86,563		82,447
Velocity Outdoor		28,809		54,469		77,419		126,348
Total Branded Consumer	$	399,204	$	365,406	$	1,148,074	$	1,040,855

Niche Industrial
Altor Solutions		52,129		59,215		157,746		181,613
Arnold Magnetics		46,103		41,819		130,545		122,047
Sterno		85,187		80,185		223,814		229,819
Total Niche Industrial	$	183,419	$	181,219	$	512,105	$	533,479

Total Subsidiary Net Sales	$	582,623	$	546,625	$	1,660,179	$	1,574,334

⁽¹⁾ Net sales for The Honey Pot Co. are pro forma as if the Company had acquired this business on January 1, 2023.

Compass Diversified Holdings Condensed Consolidated Cash Flows (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)		2024			2023			2024			2023

Net cash provided by (used in) operating activities	$	(29,227	)	$	19,713		$	(77,610	)	$	56,952
Net cash provided by (used in) investing activities		(16,177	)		(13,538	)		(352,251	)		104,291
Net cash provided by (used in) financing activities		47,516			(8,308	)		50,882			(157,927	)
Foreign currency impact on cash		1,466			(484	)		449			150
Net increase (decrease) in cash and cash equivalents		3,578			(2,617	)		(378,530	)		3,466
Cash and cash equivalents – beginning of the period⁽¹⁾		68,370			67,354			450,478			61,271
Cash and cash equivalents – end of the period⁽²⁾	$	71,948		$	64,737		$	71,948		$	64,737

⁽¹⁾ Includes cash from discontinued operations of $4.7 million at January 1, 2023.

⁽²⁾ Includes cash from discontinued operations of $0.1 million at September 30, 2023.

Compass Diversified Holding
Selected Financial Data – Cash Flows
(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)		2024			2023			2024			2023

Changes in operating assets and liabilities	$	(99,778	)	$	(36,806	)	$	(253,902	)	$	(128,920	)
Purchases of property and equipment	$	(15,588	)	$	(9,933	)	$	(34,507	)	$	(38,537	)
Distributions paid – common shares	$	(18,913	)	$	(17,974	)	$	(56,577	)	$	(54,012	)
Distributions paid – preferred shares	$	(6,345	)	$	(6,045	)	$	(18,491	)	$	(18,136	)

The MIL Network –

January 25, 2025

MIL-OSI: Micron Announces Changes to its Board of Directors

Source: GlobeNewswire (MIL-OSI)

BOISE, Idaho, Oct. 30, 2024 (GLOBE NEWSWIRE) — Micron Technology, Inc. (Nasdaq: MU) today announced that Robert (Bob) Switz, its current Board Chair, will retire at the annual shareholders meeting on Jan. 16, 2025. The Board has unanimously approved the appointment of Micron’s President and CEO, Sanjay Mehrotra, to serve as Board Chair and Lynn Dugle as Lead Independent Director following the annual shareholders meeting.

Switz joined Micron’s Board of Directors in 2006 and was named Chair in 2012. With broad experience, a clear-headed approach and exceptional business acumen, Switz has been a leading voice in driving strong governance and the company’s successful strategy. Throughout his tenure, Micron introduced many industry-first products and increased revenues over five times. Also, Switz was instrumental in recruiting Mehrotra as the company’s CEO in 2017.

“Bob has been an invaluable partner and advisor to Micron for nearly 20 years, and I am deeply grateful to him for his leadership and counsel,” said Mehrotra. “On behalf of my fellow board members and the over 48,000 team members at Micron, I want to thank him for all his contributions. During his tenure, Micron has gained tremendous momentum and is now a recognized leader in the memory and storage industry. I am honored to succeed Bob as the Board Chair, and I look forward to working with Lynn Dugle and the rest of the Micron Board to continue to advance Micron’s market leadership position and financial strength.”

“I have thoroughly enjoyed my time serving on the Micron Board, and I’m grateful for the opportunity to have worked alongside many talented executives as we expanded the company’s global footprint and product portfolio,” said Switz. “Memory and storage are essential to the growth of AI in the digital economy, and Micron holds the strongest competitive position in its history. Working with Sanjay to take Micron, an iconic American company, to industry leadership has been very rewarding.”

Since joining Micron in 2017 as President and CEO, Mehrotra has transformed the company into a technology, product, and manufacturing leader. During his time as CEO, the company has introduced multiple generations of both DRAM and NAND ahead of its competitors and delivered the best products in the industry acknowledged for their world-class quality. Mehrotra has been widely recognized for his leadership and contributions to the memory and storage industry.

“Sanjay has done an outstanding job of transforming Micron and creating value for all stakeholders. I am confident that in this expanded role, Sanjay will lead the company to new heights,” said Switz.

Dugle joined the Board in 2020 and has over 30 years of experience in the defense, intelligence, and technology industries. She currently serves on Micron’s Governance and Sustainability and Security Committees and previously served on the Audit Committee and as Chair of the Security Committee.

“I congratulate Bob on his retirement, and I’m grateful to him for his consensus-minded leadership,” said Dugle. “Being selected as lead independent director is an honor and a great responsibility, and I am excited to step into this role and partner with Sanjay, my fellow board members and the company’s management team to help realize the company’s potential.”

About Micron Technology, Inc.
We are an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND and NOR memory and storage products through our Micron® and Crucial® brands. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence (AI) and compute-intensive applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience. To learn more about Micron Technology, Inc. (Nasdaq: MU), visit micron.com.

© 2024 Micron Technology, Inc. All rights reserved. Information, products, and/or specifications are subject to change without notice. Micron, the Micron logo, and all other Micron trademarks are the property of Micron Technology, Inc. All other trademarks are the property of their respective owners.

Micron Media Relations Contact
Erica Rodriguez Pompen
Micron Technology, Inc.
+1 (408) 834-1873
epompen@micron.com

Micron Investor Relations Contact
Satya Kumar
Micron Technology, Inc.
+1 (408) 450-6199
satyakumar@micron.com

The MIL Network –

January 25, 2025

MIL-OSI: Orange County Bancorp, Inc. Announces Third Quarter 2024 results:

Source: GlobeNewswire (MIL-OSI)

Net Interest Income increased $467 thousand, or 2.1%, to $23.0 million for the quarter ended September 30, 2024, from $22.5 million for the quarter ended September 30, 2023
Net Interest Margin grew 3 basis points to 3.81% for the quarter ended September 30, 2024, as compared to 3.78% for the quarter ended September 30, 2023
Total Loans grew $49.0 million, or 2.8%, reaching $1.8 billion at September 30, 2024 as compared to $1.7 billion at December 31, 2023.
Total Deposits rose $101.3 million, or 5.0%, to $2.1 billion at September 30, 2024, from $2.0 billion at year-end 2023
Book value per share increased $4.77, or 16.3%, to $34.03 at September 30, 2024, from $29.26 at December 31, 2023
Trust and investment advisory income rose $521 thousand, or 20.1%, to $3.1 million for Q3 2024, as compared to $2.6 million for Q3 2023

MIDDLETOWN, N.Y., Oct. 30, 2024 (GLOBE NEWSWIRE) — Orange County Bancorp, Inc. (the “Company” – Nasdaq: OBT), parent company of Orange Bank & Trust Co. (the “Bank”) and Hudson Valley Investment Advisors, Inc. (“HVIA”), today announced net income of $3.2 million, or $0.57 per basic and diluted share, for the three months ended September 30, 2024. This compares with net income of $9.0 million, or $1.61 per basic and diluted share, for the three months ended September 30, 2023. The decrease in earnings per share, basic and diluted, was due primarily to increases in the provision for credit losses and non-interest expense offset by increases in net interest income and non-interest income during the current period. For the nine months ended September 30, 2024, net income was $20.7 million, or $3.67 per basic and diluted share, as compared to $21.4 million, or $3.79 per basic and diluted share, for the nine months ended September 30, 2023.

Book value per share rose $4.77, or 16.3%, year-to-date, from $29.26 at December 31, 2023 to $34.03 at September 30, 2024. Tangible book value per share increased $4.81, or 17.1%, during the same period, from $28.12 at December 31, 2023 to $32.93 at September 30, 2024 (see “Non-GAAP Financial Measure Reconciliation” below for additional detail). These increases were due primarily to earnings during the nine months ended September 30, 2024, as well as a decrease in accumulated other comprehensive income (loss) associated with a reduction in unrealized losses within the investment securities portfolio.

“This quarter was one in which our core and ancillary businesses continued to perform well,” said Company President and CEO Michael Gilfeather, “but earnings were negatively impacted by a significant commercial office space loan. For the quarter, we increased our provision for loan losses by $7.2 million. This was primarily attributable to a $5.6 million reserve against an office space participation loan identified as problematic in the prior quarter, and against which we’ve already reserved nearly $4 million. Our decision to add to the reserves was the result of further deterioration of the loan and uncertainty regarding the borrower’s commitment to payment performance and we are pursuing all remedies at our disposal. The remainder of the quarterly provision, approximately $1.6 million, was primarily attributable to loan growth during the quarter, as well as the impact associated with periodic review of our loan portfolio. We are fortunate that, despite this reserve, the strength and resilience of our business model enabled us to record $3.2 million of net income for the quarter, bringing our 9-month total to $20.7 million, as compared to $21.4 million for the same period last year.

Loan demand and economic activity in the communities we serve remains strong. This was aided by the Federal Reserve’s long-awaited reduction in interest rates – an outsized 50 basis points – which contributed to quality loan growth experienced in the quarter. For the quarter, total loans increased $62.3 million, or 3.6%, increasing our total loan portfolio to $1.8 billion at quarter end, up from $1.7 billion at year end 2023. Total deposits at quarter end, though below second quarter levels due to seasonal reductions in municipal deposits and IOLA business, have grown $101.3 million, or 5.0%, since year end, eclipsing $2.1 billion. Attorneys, while not the only source of our IOLA deposits, are a significant component which have the added benefit of providing meaningful business referrals to the Bank. Total cost of deposits was 1.25% for Q3, reflecting the Bank’s ongoing commitment to growing commercial checking accounts and other low-cost deposits. Given the challenges our industry has confronted retaining, much less growing deposits in the current interest rate environment, I am very proud of these results.

Net interest margin for the quarter was 3.81%, down 29 basis points, or 7.1%, from the previous quarter, but still well above industry averages.

Our Wealth Management divisions continued their strong performance in Q3. Trust and Advisory income rose approximately $521 thousand, or 20.1% to $3.1 million, as compared to $2.6 million during Q3 2023. While a portion of this is attributable to asset growth from favorable market performance, gathering new AUM has become a bank wide area of focus. Bank clients seeking higher returns on their idle deposits are introduced to our HVIA asset management staff, who have competitive alternatives, financial market insight, and can provide tailored investment solutions for their overall cash strategies. This has enabled us to retain those funds, attract new AUM from outside and keep client assets in-house for easy access as business and personal needs evolve over time.

As frustrating as aspects of this quarter have been, overall performance of the Bank and our employees has been exemplary. We recognize success in our industry isn’t judged by quarters, but by years, with our 132-year history serving as testimony to the commitment of our employees and consistency of our performance over time. This perspective has been critical to our success and is why our staff and clients have remained close and loyal to our vision. So I once again thank our employees for their hard work and dedication, our customers for their trust and business, and our investors for their continued confidence and support.”

Third Quarter 2024 Financial Review

Net Income

Net income for the third quarter of 2024 was $3.2 million, a decrease of $5.8 million, or 64.4%, from net income of $9.0 million for the third quarter of 2023. The decrease was the result of a substantial provision for estimated credit losses as well as increased interest and non-interest expense over the same quarter last year. Net income for the nine months ended September 30, 2024 was $20.7 million, as compared to $21.4 million for the same period in 2023. The decrease similarly reflected the effect of an increase in provision for credit losses coupled with increased non-interest expense during the first nine months of 2024, as compared to the same period in 2023. The provision includes the impact of additional reserves associated with a nonaccrual loan during the current quarter.

Net Interest Income

For the three months ended September 30, 2024, net interest income rose $467 thousand, or 2.1%, to $23.0 million, versus $22.5 million during the same period last year. The increase was driven primarily by a $1.7 million increase in interest and fees on loans during the current period. For the nine months ended September 30, 2024, net interest income reached $68.7 million, representing an increase of $2.4 million, or 3.7%, over the first nine months of 2023.

Total interest income rose $1.3 million, or 4.4%, to $31.4 million for the three months ended September 30, 2024, compared to $30.1 million for the three months ended September 30, 2023. The increase reflected 6.9% growth in interest and fees associated with loans, a 1.6% increase in interest income from tax-exempt investment securities, and an 8.2% increase in interest income related to fed funds interest and balances held at correspondent banks. For the nine months ended September 30, 2024, total interest income rose $8.8 million, or 10.2%, to $95.0 million as compared to $86.2 million for the nine months ended September 30, 2023.

Total interest expense increased $870 thousand during the third quarter of 2024, to $8.5 million, as compared to $7.6 million in the third quarter of 2023. The increase represented the combined effect of rising interest rates on customer deposits and brokered deposits partially offset by a decrease in the cost associated with borrowed funds utilized as alternate sources of funding. Interest expense associated with savings and NOW accounts totaled $5.4 million during the third quarter of 2024, as compared to $3.5 million during the third quarter of 2023. Interest expense associated with FHLB advances drawn and other borrowings during the current quarter totaled $1.6 million, as compared to $1.9 million during the third quarter of 2023. During the nine months ended September 30, 2024, total interest expense rose $6.4 million, to $26.3 million, as compared to $20.0 million for the same period last year.

Provision for Credit Losses

As of January 1, 2023, the Company adopted the current expected credit losses methodology (“CECL”) accounting standard, which includes loans individually evaluated, as well as loans evaluated on a pooled basis to assess the adequacy of the allowance for credit losses. The Bank seeks to estimate lifetime losses in its loan and investment portfolio by using expected discounted cash flows and supplemental qualitative considerations, including relevant economic considerations, portfolio concentrations, and other external factors, as well as evaluating investment securities held by the Bank.

The Company recognized a provision for credit losses of $7.2 million for the three months ended September 30, 2024, as compared to $837 thousand for the three months ended September 30, 2023. This increase was primarily driven by a $5.6 million reserve associated with a specific non-accrual commercial loan as well as the impact of the methodology associated with estimated lifetime losses and the increase in loans closed during the quarter. The allowance for credit losses to total loans was 1.73% as of September 30, 2024 versus 1.44% as of December 31, 2023. For the nine months ended September 30, 2024, the provision for credit losses totaled $7.8 million as compared to $7.4 million for the nine months ended September 30, 2023. No reserves for investment securities were recorded during 2024.

Non-Interest Income

Non-interest income rose $954 thousand, or 29.6%, to $4.2 million for the three months ended September 30, 2024, as compared to $3.2 million for the three months ended September 30, 2023. This growth was related to continued increased fee income within several of the Company’s fee income categories, including investment advisory income, trust income, and service charges on deposit accounts. For the nine months ended September 30, 2024, non-interest income increased approximately $2.0 million, to $11.7 million, as compared to $9.7 million for the nine months ended September 30, 2023.

Non-Interest Expense

Non-interest expense was $16.0 million for the third quarter of 2024, reflecting an increase of $2.4 million, or 17.3%, as compared to $13.6 million for the same period in 2023. The increase in non-interest expense for the current three-month period reflected the Company’s continued commitment to growth. This investment consists primarily of increases in compensation, information technology, and deposit insurance costs, as well as professional fees associated with certain corporate initiatives. Our efficiency ratio increased to 58.8% for the three months ended September 30, 2024, from 52.8% for the same period in 2023. For the nine months ended September 30, 2024, our efficiency ratio increased to 58.2% from 55.4% for the same period in 2023. Non-interest expense for the nine months ended September 30, 2024 reached $46.7 million, reflecting a $4.7 million increase over non-interest expense of $42.1 million for the nine months ended September 30, 2023.

Income Tax Expense

Provision for income taxes for the three months ended September 30, 2024 was $788 thousand, as compared to $2.3 million for the same period in 2023. The decrease was directly related to lower income before income taxes. For the nine months ended September 30, 2024, the provision for income taxes was $5.1 million, approximately the same as for the nine months ended September 30, 2023. Our effective tax rate for the three-month period ended September 30, 2024 was 19.7%, as compared to 20.0% for the same period in 2023. Our effective tax rate for the nine-month period ended September 30, 2024 was 19.9%, as compared to 19.3% for the same period in 2023.

Financial Condition

Total consolidated assets increased $33.6 million, or 1.4%, to remain relatively level at $2.5 billion at September 30, 2024 and December 31, 2023. The stability of the balance sheet included loan growth and continued increases in deposits and cash as well as paydowns of borrowings during the current nine-month period.

Total cash and due from banks increased from $147.4 million at December 31, 2023, to $160.9 million at September 30, 2024, an increase of approximately $13.5 million, or 9.2%. This increase resulted primarily from increases in deposit balances and slower loan growth which increased cash levels while reducing short-term borrowings.

Total investment securities decreased $26.7 million, or 5.3%, from $504.5 million at December 31, 2023 to $477.8 million at September 30, 2024. The decrease continues to be driven primarily by investment maturities during the first nine months of 2024.

Total loans increased $49.0 million, or 2.8%, from $1.7 billion at December 31, 2023 to $1.8 billion at September 30, 2024. The increase was primarily driven by an increase of $75.2 million related to commercial real estate loans as well as a $4.7 million increase in consumer loans offset by decreases in all other loan categories during 2024.

Total deposits increased $101.3 million, to $2.1 billion at September 30, 2024, from $2.0 billion at December 31, 2023. This increase was due primarily to $122.1 million of growth in money market accounts, $37.4 million increase in interest bearing demand accounts, and $30.1 million increase in savings accounts. The increases in deposit accounts were offset by an $8.8 million decrease in noninterest-bearing demand accounts and a $79.6 million decrease in certificates of deposit, mainly associated with brokered deposits utilized by the Bank for short term funding purposes. Deposit composition at September 30, 2024 included 48.3% in demand deposit accounts (including NOW accounts) as a percentage of total deposits. Uninsured deposits, net of fully collateralized municipal relationships, remain stable and represent approximately 39% of total deposits at September 30, 2024, as compared to 37% of total deposits at December 31, 2023.

FHLBNY short-term borrowings decreased by $142.5 million, or 63.5%, to $82 million as of September 30, 2024, as compared to $224.5 million at December 31, 2023. The decrease in borrowings was driven by increased deposits which outpaced loan growth during the first nine months of 2024 and allowed for paydowns of borrowings while maintaining adequate levels of cash at September 30, 2024. The decrease in borrowings reflects a strategic decision to actively manage liquidity sources and take advantage of opportunities to reduce funding costs.

Stockholders’ equity increased approximately $27.7 million during the first nine months of 2024, reaching $193.1 million at September 30, 2024 from $165.4 million at December 31, 2023. The increase was due primarily to $20.7 million of net income during the first nine months of 2024, partially reduced by dividends and favorably impacted by a reduction of unrealized losses of approximately $9.7 million, net of taxes, on the market value of investment securities within the Company’s equity as accumulated other comprehensive income (loss).

At September 30, 2024, the Bank maintained capital ratios in excess of regulatory standards for well capitalized institutions. The Bank’s Tier 1 capital to average assets ratio was 10.06%, both common equity and Tier 1 capital to risk weighted assets were 13.64%, and total capital to risk weighted assets was 14.89%.

Wealth Management

At September 30, 2024, our Wealth Management Division, which includes trust and investment advisory, totaled $1.8 billion in assets under management or advisory, as compared to $1.6 billion at December 31, 2023, a 13.4% increase. Trust and investment advisory income for the quarter ended September 30, 2024 reached $3.1 million and represented an increase of 20.0%, or $521 thousand, as compared to $2.6 million for the quarter ended September 30, 2023.

The breakdown of trust and investment advisory assets as of September 30, 2024 and December 31, 2023, respectively, is as follows:

ORANGE COUNTY BANCORP, INC.
SUMMARY OF AUM/AUA
(UNAUDITED)
(Dollar Amounts in thousands)
	At September 30, 2024				At December 31, 2023
	Amount		Percent		Amount		Percent
Investment Assets Under Management & Advisory	$	1,107,182	61.78	%	$	909,384	57.56	%
Trust Asset Under Administration & Management		684,937	38.22	%		670,515	42.44	%
Total	$	1,792,119	100.00	%	$	1,579,899	100.00	%

Loan Quality

At September 30, 2024, the Bank had total non-performing loans of $11.2 million, or 0.62% of total loans. Total non-accrual loans represented approximately $10.9 million of loans as of September 30, 2024, compared to $4.4 million at December 31, 2023. The increase in non-accrual loans was primarily the result of one $10.7 million commercial real estate participation which remains non-performing and in non-accrual status at quarter end.

On October 25, 2024, the Bank filed a civil complaint in the United States District Court for the District of New Jersey against the lead lender, Valley National Bank, of the non-performing commercial real estate loan participation noted above. This action cites breach of contract and other claims related to the participation agreement with the lead lender. The lawsuit requests damages and demands repurchase by the lead lender of the participated loan amount in accordance with the rights available under the terms of the participation agreement.

Liquidity

Management believes the Bank has the necessary liquidity to meet normal business needs. The Bank uses a variety of resources to manage its liquidity position. These include short term investments, cash from lending and investing activities, core-deposit growth, and non-core funding sources, such as time deposits exceeding $250,000, brokered deposits, FHLBNY advances, and other borrowings. As of September 30, 2024, the Bank’s cash and due from banks totaled $160.9 million. The Bank maintains an investment portfolio of securities available for sale, comprised mainly of US Government agency and treasury securities, Small Business Administration loan pools, mortgage-backed securities, and municipal bonds. Although the portfolio generates interest income for the Bank, it also serves as an available source of liquidity and funding. As of September 30, 2024, the Bank’s investment in securities available for sale was $477.8 million, of which $24.2 million was not pledged as collateral and additional $45.5 million with the Federal Reserve which is not specifically designated to any borrowings. Additionally, as of September 30, 2024, the Bank’s overnight advance line capacity at the Federal Home Loan Bank of New York was $577.6 million, of which $76.0 million was used to collateralize municipal deposits and $10.0 million was utilized for long term advances. As of September 30, 2024, the Bank’s unused borrowing capacity at the FHLBNY was $491.6 million. The Bank also maintains additional borrowing capacity of $20 million with other correspondent banks. Additional funding is available to the Bank through the discount window lending by the Federal Reserve. At September 30, 2024, the Bank was utilizing $50 million of funding through the Bank Term Funding Program from the Federal Reserve under a one-year facility.

The Bank also considers brokered deposits an element of its deposit strategy. As of September 30, 2024, the Bank had brokered deposit arrangements with various terms totaling $107.3 million.

Non-GAAP Financial Measure Reconciliations
The following table reconciles, as of the dates set forth below, stockholders’ equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per share.

	September 30, 2024			December 31, 2023
	(Dollars in thousands except for share data)
Tangible Common Equity:
Total stockholders’ equity	$	193,094		$	165,376
Adjustments:
Goodwill		(5,359	)		(5,359	)
Other intangible assets		(892	)		(1,107	)
Tangible common equity	$	186,843		$	158,910
Common shares outstanding		5,674,126			5,651,311
Book value per common share	$	34.03		$	29.26
Tangible book value per common share	$	32.93		$	28.12

Tangible Assets
Total assets	$	2,519,099		$	2,485,468
Adjustments:
Goodwill		(5,359	)		(5,359	)
Other intangible assets		(892	)		(1,107	)
Tangible assets	$	2,512,848		$	2,479,002
Tangible common equity to tangible assets		7.44	%		6.41	%

About Orange County Bancorp, Inc

Orange County Bancorp, Inc. is the parent company of Orange Bank & Trust Company and Hudson Valley Investment Advisors, Inc. Orange Bank & Trust Company is an independent bank that began with the vision of 14 founders over 125 years ago. It has grown through innovation and an unwavering commitment to its community and business clientele to approximately $2.5 billion in total assets. Hudson Valley Investment Advisors, Inc. is a Registered Investment Advisor in Goshen, NY. It was founded in 1996 and acquired by the Company in 2012.

Forward Looking Statements

Certain statements contained herein 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. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, including, but not limited to, those related to the real estate and economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, inflation, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, increased levels of loan delinquencies, problem assets and foreclosures, credit risk management, asset-liability management, cybersecurity risks, geopolitical conflicts, public health issues, the financial and securities markets and the availability of and costs associated with sources of liquidity.

The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

For further information:
Michael Lesler
EVP & Chief Financial Officer
mlesler@orangebanktrust.com
Phone: (845) 341-5111

ORANGE COUNTY BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(UNAUDITED)
	(Dollar Amounts in thousands except per share data)

			September 30, 2024			December 31, 2023

		ASSETS

Cash and due from banks			$	160,872		$	147,383
Investment securities – available-for-sale				469,532			489,948
(Amortized cost $529,161 at September 30, 2024 and $560,994 at December 31, 2023)
Restricted investment in bank stocks				8,267			14,525
Loans				1,796,094			1,747,062
Allowance for credit losses				(31,023	)		(25,182	)
	Loans, net			1,765,071			1,721,880

Premises and equipment, net				15,624			16,160
Accrued interest receivable				10,007			5,934
Bank owned life insurance				41,993			41,447
Goodwill				5,359			5,359
Intangible assets				892			1,107
Other assets				41,482			41,725

		TOTAL ASSETS	$	2,519,099		$	2,485,468

		LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits:
	Noninterest bearing		$	690,419		$	699,203
	Interest bearing			1,449,604			1,339,546
		Total deposits		2,140,023			2,038,749

FHLB advances, short term				82,000			224,500
FHLB advances, long term				10,000			10,000
BTFP borrowing				50,000			–
Subordinated notes, net of issuance costs				19,573			19,520
Accrued expenses and other liabilities				24,409			27,323

		TOTAL LIABILITIES		2,326,005			2,320,092

		STOCKHOLDERS’ EQUITY

Common stock, $0.50 par value; 15,000,000 shares authorized;
	5,683,304 issued; 5,674,126 and 5,651,311 outstanding,
	at September 30, 2024 and December 31, 2023, respectively			2,842			2,842
Surplus				120,874			120,392
Retained Earnings				124,174			107,361
Accumulated other comprehensive income (loss), net of taxes				(54,386	)		(64,108	)
Treasury stock, at cost; 9,178 and 31,993 shares at September 30,
	2024 and December 31, 2023, respectively			(410	)		(1,111	)
		TOTAL STOCKHOLDERS’ EQUITY		193,094			165,376

		TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,519,099		$	2,485,468

ORANGE COUNTY BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollar Amounts in thousands except per share data)
			For Three Months Ended September 30,				Nine Months Ended September 30,
			2024		2023		2024		2023
INTEREST INCOME
	Interest and fees on loans		$	26,375	$	24,682	$	78,767	$	70,398
	Interest on investment securities:
		Taxable		2,645		3,150		8,976		9,570
		Tax exempt		573		564		1,722		1,721
	Interest on Federal funds sold and other			1,843		1,703		5,556		4,514

		TOTAL INTEREST INCOME		31,436		30,099		95,021		86,203

INTEREST EXPENSE
	Savings and NOW accounts			5,432		3,506		15,167		9,081
	Time deposits			1,213		1,954		5,741		3,893
	FHLB advances and borrowings			1,593		1,907		4,734		6,295
	Note payable			–		–		–		–
	Subordinated notes			230		231		691		692
		TOTAL INTEREST EXPENSE		8,468		7,598		26,333		19,961

		NET INTEREST INCOME		22,968		22,501		68,688		66,242

Provision for credit losses				7,191		837		7,761		7,406
		NET INTEREST INCOME AFTER
		PROVISION FOR CREDIT LOSSES		15,777		21,664		60,927		58,836

NONINTEREST INCOME
	Service charges on deposit accounts			270		210		737		588
	Trust income			1,379		1,266		4,000		3,707
	Investment advisory income			1,741		1,333		4,966		3,819
	Investment securities gains(losses)			–		–		–		107
	Earnings on bank owned life insurance			39		243		551		725
	Other			745		168		1,413		730
		TOTAL NONINTEREST INCOME		4,174		3,220		11,667		9,676

NONINTEREST EXPENSE
	Salaries			6,687		6,135		20,298		18,606
	Employee benefits			2,269		1,752		6,695		5,359
	Occupancy expense			1,222		1,180		3,547		3,614
	Professional fees			1,557		799		4,330		3,512
	Directors’ fees and expenses			584		295		781		682
	Computer software expense			1,526		1,233		4,191		3,714
	FDIC assessment			210		463		978		1,023
	Advertising expenses			364		364		1,166		1,074
	Advisor expenses related to trust income			30		30		95		89
	Telephone expenses			190		184		565		534
	Intangible amortization			71		71		214		214
	Other			1,237		1,084		3,884		3,644
		TOTAL NONINTEREST EXPENSE		15,947		13,590		46,744		42,065

	Income before income taxes			4,004		11,294		25,850		26,447

Provision for income taxes				788		2,256		5,131		5,093
		NET INCOME	$	3,216	$	9,038	$	20,719	$	21,354

Basic and diluted earnings per share			$	0.57	$	1.61	$	3.67	$	3.79

Weighted average shares outstanding				5,653,904		5,629,642		5,643,591		5,628,036

ORANGE COUNTY BANCORP, INC.
NET INTEREST MARGIN ANALYSIS
(UNAUDITED)
(Dollar Amounts in thousands)

	Three Months Ended September 30,
	2024								2023
	Average Balance			Interest			Average Rate		Average Balance			Interest		Average Rate
Assets:
Loans Receivable (net of PPP)	$	1,759,989		$	26,372		5.94	%	$	1,697,745		$	24,677	5.77	%
PPP Loans		186			3		6.40	%		996			5	1.99	%
Investment securities		463,347			3,252		2.78	%		495,803			3,466	2.77	%
Due from banks		160,563			1,843		4.55	%		154,335			1,703	4.38	%
Other		7,601			(34	)	-1.77	%		10,299			248	9.55	%
Total interest earning assets		2,391,686			31,436		5.21	%		2,359,178			30,099	5.06	%
Non-interest earning assets		94,476								96,894
Total assets	$	2,486,162							$	2,456,072

Liabilities and equity:
Interest-bearing demand accounts	$	370,442		$	425		0.46	%	$	334,658		$	332	0.39	%
Money market accounts		695,516			4,083		2.33	%		632,300			2,551	1.60	%
Savings accounts		256,934			924		1.43	%		242,627			623	1.02	%
Certificates of deposit		116,817			1,213		4.12	%		176,369			1,954	4.40	%
Total interest-bearing deposits		1,439,709			6,645		1.83	%		1,385,954			5,460	1.56	%
FHLB Advances and other borrowings		127,197			1,593		4.97	%		140,560			1,907	5.38	%
Subordinated notes		19,561			230		4.66	%		19,490			231	4.70	%
Total interest bearing liabilities		1,586,467			8,468		2.12	%		1,546,004			7,598	1.95	%
Non-interest bearing demand accounts		688,138								736,313
Other non-interest bearing liabilities		25,947								23,279
Total liabilities		2,300,552								2,305,596
Total shareholders’ equity		185,610								150,476
Total liabilities and shareholders’ equity	$	2,486,162							$	2,456,072

Net interest income				$	22,968							$	22,501
Interest rate spread ¹							3.10	%						3.11	%
Net interest margin ²							3.81	%						3.78	%
Average interest earning assets to interest-bearing liabilities		150.8	%							152.6	%

Notes:
¹The Interest rate spread is the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities
²Net interest margin is the annualized net interest income divided by average interest-earning assets

ORANGE COUNTY BANCORP, INC.
NET INTEREST MARGIN ANALYSIS
(UNAUDITED)
(Dollar Amounts in thousands)

	Nine Months Ended September 30,
	2024							2023
	Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate
Assets:
Loans Receivable (net of PPP)	$	1,742,193		$	78,761	6.02	%	$	1,668,967		$	70,374	5.64	%
PPP Loans		197			6	4.06	%		1,440			24	2.23	%
Investment securities		470,701			10,048	2.84	%		514,011			10,575	2.75	%
Due from banks		156,899			5,556	4.72	%		139,539			4,514	4.33	%
Other		7,945			650	10.90	%		11,268			716	8.50	%
Total interest earning assets		2,377,935			95,021	5.32	%		2,335,225			86,203	4.94	%
Non-interest earning assets		96,047							95,597
Total assets	$	2,473,982						$	2,430,822

Liabilities and equity:
Interest-bearing demand accounts	$	375,124		$	1,348	0.48	%	$	336,801		$	875	0.35	%
Money market accounts		660,795			11,233	2.26	%		623,039			6,471	1.39	%
Savings accounts		249,013			2,586	1.38	%		251,588			1,735	0.92	%
Certificates of deposit		170,079			5,741	4.50	%		147,750			3,893	3.52	%
Total interest-bearing deposits		1,455,011			20,908	1.91	%		1,359,178			12,974	1.28	%
FHLB Advances and other borrowings		123,880			4,734	5.09	%		164,434			6,295	5.12	%
Subordinated notes		19,544			691	4.71	%		19,472			692	4.75	%
Total interest bearing liabilities		1,598,435			26,333	2.19	%		1,543,084			19,961	1.73	%
Non-interest bearing demand accounts		674,727							717,067
Other non-interest bearing liabilities		26,701							22,988
Total liabilities		2,299,863							2,283,139
Total shareholders’ equity		174,119							147,683
Total liabilities and shareholders’ equity	$	2,473,982						$	2,430,822

Net interest income				$	68,688						$	66,242
Interest rate spread ¹						3.13	%						3.21	%
Net interest margin ²						3.85	%						3.79	%
Average interest earning assets to interest-bearing liabilities		148.8	%						151.3	%

Notes:
¹The Interest rate spread is the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities
² Net interest margin is the annualized net interest income divided by average interest-earning assets

ORANGE COUNTY BANCORP, INC.
SELECTED RATIOS AND OTHER DATA
(UNAUDITED)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Performance Ratios:
Return on average assets (1)	0.52	%	1.47	%	1.12	%	1.17	%
Return on average equity (1)	6.93	%	24.03	%	15.87	%	19.28	%
Interest rate spread (2)	3.10	%	3.11	%	3.13	%	3.21	%
Net interest margin (3)	3.81	%	3.78	%	3.85	%	3.79	%
Dividend payout ratio (4)	40.44	%	14.33	%	18.79	%	18.18	%
Non-interest income to average total assets	0.67	%	0.52	%	0.63	%	0.53	%
Non-interest expenses to average total assets	2.57	%	2.21	%	2.52	%	2.31	%
Average interest-earning assets to average interest-bearing liabilities	150.76	%	152.60	%	148.77	%	151.33	%

	At		At
	September 30, 2024		December 31, 2023
Asset Quality Ratios:
Non-performing assets to total assets	0.44	%	0.18	%
Non-performing loans to total loans	0.62	%	0.25	%
Allowance for credit losses to non-performing loans	277.76	%	568.83	%
Allowance for credit losses to total loans	1.73	%	1.44	%

Capital Ratios (5):
Total capital (to risk-weighted assets)	14.89	%	14.16	%
Tier 1 capital (to risk-weighted assets)	13.64	%	12.91	%
Common equity tier 1 capital (to risk-weighted assets)	13.64	%	12.91	%
Tier 1 capital (to average assets)	10.06	%	9.42	%

Notes:
(1) Annualized for the three and nine month periods ended September 30, 2024 and 2023, respectively.
(2) Represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the periods.
(3) The net interest margin represents net interest income as a percent of average interest-earning assets for the periods.
(4) The dividend payout ratio represents dividends paid per share divided by net income per share.
(5) Ratios are for the Bank only.

ORANGE COUNTY BANCORP, INC.
SELECTED OPERATING DATA
(UNAUDITED)
(Dollar Amounts in thousands except per share data)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Interest income	$	31,436	$	30,099	$	95,021	$	86,203
Interest expense		8,468		7,598		26,333		19,961
Net interest income		22,968		22,501		68,688		66,242
Provision for credit losses		7,191		837		7,761		7,406
Net interest income after provision for credit losses		15,777		21,664		60,927		58,836
Noninterest income		4,174		3,220		11,667		9,676
Noninterest expenses		15,947		13,590		46,744		42,065
Income before income taxes		4,004		11,294		25,850		26,447
Provision for income taxes		788		2,256		5,131		5,093
Net income	$	3,216	$	9,038	$	20,719	$	21,354

Basic and diluted earnings per share	$	0.57	$	1.61	$	3.67	$	3.79
Weighted average common shares outstanding		5,653,904		5,629,642		5,643,591		5,628,036

	At		At
	September 30, 2024		December 31, 2023
Book value per share	$	34.03	$	29.26
Net tangible book value per share (1)	$	32.93	$	28.12
Outstanding common shares		5,674,126		5,651,311

Notes:
(1) Net tangible book value represents the amount of total tangible assets reduced by our total liabilities. Tangible assets are calculated by reducing total assets, as defined by GAAP, by $5,359 in goodwill and $892, and $1,107 in other intangible assets for September 30, 2024 and December 31, 2023, respectively.

ORANGE COUNTY BANCORP, INC.
LOAN COMPOSITION
(UNAUDITED)
(Dollar Amounts in thousands)
	At September 30, 2024				At December 31, 2023
	Amount		Percent		Amount		Percent
Commercial and industrial (a)	$	251,484	14.00	%	$	273,562	15.66	%
Commercial real estate		1,334,580	74.30	%		1,259,356	72.08	%
Commercial real estate construction		78,227	4.36	%		85,725	4.91	%
Residential real estate		74,462	4.15	%		78,321	4.48	%
Home equity		16,064	0.89	%		13,546	0.78	%
Consumer		41,277	2.30	%		36,552	2.09	%
Total loans		1,796,094	100.00	%		1,747,062	100.00	%
Allowance for loan losses		31,023				25,182
Total loans, net	$	1,765,071			$	1,721,880

(a) – Includes PPP loans of:	$	181			$	215

ORANGE COUNTY BANCORP, INC.
DEPOSITS BY ACCOUNT TYPE
(UNAUDITED)
(Dollar Amounts in thousands)
	At September 30, 2024						At December 31, 2023
	Amount		Percent		Average Rate		Amount		Percent		Average Rate
Noninterest-bearing demand accounts	$	690,419	32.26	%	0.00	%	$	699,203	34.30	%	0.00	%
Interest bearing demand accounts		342,306	16.00	%	0.49	%		304,892	14.95	%	0.49	%
Money market accounts		707,065	33.04	%	2.27	%		584,976	28.69	%	2.04	%
Savings accounts		258,302	12.07	%	1.39	%		228,161	11.19	%	1.19	%
Certificates of Deposit		141,931	6.63	%	4.06	%		221,517	10.87	%	4.57	%
Total	$	2,140,023	100.00	%	1.27	%	$	2,038,749	100.00	%	1.29	%

ORANGE COUNTY BANCORP, INC.
NON-PERFORMING ASSETS
(UNAUDITED)
	(Dollar Amounts in thousands)

	September 30, 2024			December 31, 2023

Non-accrual loans:
Commercial and industrial	$	199		$	556
Commercial real estate		10,725			2,692
Commercial real estate construction		–			–
Residential real estate		8			1,179
Home equity		–			–
Consumer		–			–
Total non-accrual loans		10,932			4,427
Accruing loans 90 days or more past due:
Commercial and industrial		237			–
Commercial real estate		–			–
Commercial real estate construction		–			–
Residential real estate		–			–
Home equity		–			–
Consumer		–			–
Total loans 90 days or more past due		237			–
Total non-performing loans		11,169			4,427
Other real estate owned		–			–
Other non-performing assets		–			–
Total non-performing assets	$	11,169		$	4,427

Ratios:
Total non-performing loans to total loans		0.62	%		0.25	%
Total non-performing loans to total assets		0.44	%		0.18	%
Total non-performing assets to total assets		0.44	%		0.18	%

Notes:
1 – Includes non-accruing TDRs:	$	–		$	2,391

The MIL Network –

January 25, 2025

MIL-OSI: Apollo Commercial Real Estate Finance, Inc. Reports Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Oct. 30, 2024 (GLOBE NEWSWIRE) — Apollo Commercial Real Estate Finance, Inc. (the “Company” or “ARI”) (NYSE:ARI) today reported results for the quarter ended September 30, 2024.

Net loss attributable to common stockholders per diluted share of common stock was ($0.69) for the quarter ended September 30, 2024. Distributable Earnings (a non-GAAP financial measure defined below) and Distributable Earnings prior to net realized loss on investments per share of common stock was ($0.59) and $0.31 for the quarter ended September 30, 2024, respectively.

Massachusetts Healthcare
In March 2022, ARI and other Apollo-managed entities co-originated a 55% loan-to-cost first mortgage loan secured by eight hospitals in Massachusetts. ARI’s pro-rata interest in the commercial mortgage loan represented 41.2% of the original whole loan amount. The loan was made in connection with the capitalization of a joint venture between two parties and eight property owner subsidiaries of the joint venture (the “Borrowers”) to own the hospitals which were leased to Steward Health Care (“Steward”), who served as operator. ARI and other Apollo-managed entities (“Apollo Co-Lenders”) did not lend to Steward and do not have any involvement in Steward’s operation of the hospitals or performance under the lease.

During the three months ended September 30, 2024, ARI ceased accruing interest on its loan and debt service payments received in July through September 2024 reduced the carrying value of the loan. During the three months ended September 30, 2024, ARI recorded a $127.5 million Specific CECL Allowance which was written-off on resolution of the loan during the same period. On September 4, 2024, ARI and Apollo Co-Lenders, through a joint venture, acquired title to one of the eight hospitals that previously secured the loan. On September 26, 2024, the hospital was taken by eminent domain by the Commonwealth of Massachusetts (the “Commonwealth”). In conjunction with this taking, ARI recorded a realized loss representing the difference between ARI’s allocation of the amount to be paid by the Commonwealth for the taking and ARI’s allocation of the loan related to the underlying property. ARI and Apollo Co-Lenders have challenged the Commonwealth’s taking of the hospital by eminent domain in Massachusetts court. If the challenge is not successful, ARI and Apollo Co-Lenders intend to further challenge the valuation of the hospital from which the amount to be paid by the Commonwealth was determined. If successful, ARI and other Apollo Co-Lenders may receive additional recovery of realized losses. The amount to be paid by the Commonwealth is $21.9 million ($9.0 million attributable to ARI), while the 2024 tax assessed value of the hospital was $200.8 million. On September 30, 2024, the guarantors made a guaranty payment on the loan and Borrowers transferred the deeds of the remaining seven hospitals into escrow, thereby releasing the Borrowers from their obligation under the loan agreement. Accordingly, ARI wrote-off the remaining Specific CECL Allowance and recorded a realized loss representing the difference between the loan’s remaining amortized cost basis and the allocation of the fair value of the seven remaining hospitals, less costs to sell, per the executed purchase and sale agreements and appraised values, where applicable, of the properties underlying the deeds in escrow. In aggregate, ARI recorded a $127.5 million realized loss within net realized loss on investments in its September 30, 2024 condensed consolidated statement of operations, and all Specific CECL Allowances related to ARI’s loan were written off.

As of September 30, 2024, ARI recorded $159.7 million in other assets on its condensed consolidated balance sheet consisting of an equity method interest in the joint venture with other Apollo-managed entities and an interest in the property deeds in escrow. ARI did not hold title to the underlying properties as of September 30, 2024.

Subsequently, on October 1, 2024, five of the seven hospitals were sold to third parties, and the proceeds were allocated among ARI and other Apollo Co-Lenders based on its pro-rata interests in the commercial mortgage loan.

ARI issued a detailed presentation of the Company’s quarter ended September 30, 2024 results, which can be viewed at www.apollocref.com.

Conference Call and Webcast
The Company will hold a conference call to review third quarter results on October 31, 2024 at 9am ET. To register for the call, please use the following link:

https://register.vevent.com/register/BIa37467c5213342ac9459168840830682

After you register, you will receive a dial-in number and unique pin. The Company will also post a link in the Stockholders’ section on ARI’s website for a live webcast. For those unable to listen to the live call or webcast, there will be a webcast replay link posted in the Stockholders’ section on ARI’s website approximately two hours after the call.

Distributable Earnings
“Distributable Earnings,” a non-GAAP financial measure, is defined as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items (including depreciation and amortization related to real estate owned) included in net income available to common stockholders, (iii) unrealized income from unconsolidated joint ventures, (iv) foreign currency gains (losses), other than (a) realized gains/(losses) related to interest income, and (b) forward point gains/(losses) realized on the Company’s foreign currency hedges, and (v) provision for loan losses.

As a REIT, U.S. federal income tax law generally requires the Company to distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that the Company pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. Given these requirements and the Company’s belief that dividends are generally one of the principal reasons shareholders invest in a REIT, the Company generally intends over time to pay dividends to its stockholders in an amount equal to its net taxable income, if and to the extent authorized by the Company’s board of directors. Distributable Earnings is a key factor considered by the Company’s board of directors in setting the dividend and as such the Company believes Distributable Earnings is useful to investors.

During the nine months ended September 30, 2024, the Company recorded in the consolidated statement of operations realized losses on the sale of a commercial mortgage loan secured by a hotel in Honolulu, Hawaii, and the extinguishment of a commercial mortgage loan secured by a portfolio of eight hospitals in Massachusetts.

The Company believes it is useful to its investors to also present Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt, in applicable periods, to reflect its operating results because (i) the Company’s operating results are primarily comprised of earning interest income on its investments net of borrowing and administrative costs, which comprise the Company’s ongoing operations and (ii) it has been a useful factor related to the Company’s dividend per share because it is one of the considerations when a dividend is determined. The Company believes that its investors use Distributable Earnings and Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt, or a comparable supplemental performance measure, to evaluate and compare the performance of the Company and its peers.

A significant limitation associated with Distributable Earnings as a measure of the Company’s financial performance over any period is that it excludes unrealized gains (losses) from investments. In addition, the Company’s presentation of Distributable Earnings may not be comparable to similarly titled measures of other companies, that use different calculations. As a result, Distributable Earnings should not be considered as a substitute for the Company’s GAAP net income as a measure of its financial performance or any measure of its liquidity under GAAP. Distributable Earnings are reduced for realized losses on loans which include losses that management believes are near certain to be realized.

A reconciliation of Distributable Earnings to GAAP net income (loss) available to common stockholders is included in the detailed presentation of the Company’s quarter ended September 30, 2024 results, which can be viewed at www.apollocref.com.

About Apollo Commercial Real Estate Finance, Inc.
Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI) is a real estate investment trust that primarily originates, acquires, invests in and manages performing commercial first mortgage loans, subordinate financings and other commercial real estate-related debt investments. The Company is externally managed and advised by ACREFI Management, LLC, a Delaware limited liability company and an indirect subsidiary of Apollo Global Management, Inc., a high-growth, global alternative asset manager with approximately $696 billion of assets under management at June 30, 2024.

Additional information can be found on the Company’s website at www.apollocref.com.

Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These forward-looking statements include information about possible or assumed future results of the Company’s business, financial condition, liquidity, results of operations, plans and objectives. When used in this release, the words believe, expect, anticipate, estimate, plan, continue, intend, should, may or similar expressions, are intended to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: higher interest rates and inflation; market trends in the Company’s industry, real estate values, the debt securities markets or the general economy; the timing and amounts of expected future fundings of unfunded commitments; the return on equity; the yield on investments; the ability to borrow to finance assets; the Company’s ability to deploy the proceeds of its capital raises or acquire its target assets; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. For a further list and description of such risks and uncertainties, see the reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements, and other risks, uncertainties and factors are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

CONTACT: Hilary Ginsberg
Investor Relations
(212) 822-0767

The MIL Network –

January 25, 2025

MIL-OSI: Employers Holdings, Inc. Reports Third Quarter 2024 Results and Declares Regular Quarterly Dividend of $0.30 per Share

Source: GlobeNewswire (MIL-OSI)

RENO, Nev., Oct. 30, 2024 (GLOBE NEWSWIRE) — Employers Holdings, Inc. (the “Company”) (NYSE:EIG), a holding company with subsidiaries that are specialty providers of workers’ compensation insurance and services focused on small and mid-sized businesses engaged in low-to-medium hazard industries, today reported financial results for its third quarter ended September 30, 2024.

Financial Highlights:
(All comparisons vs. the third quarter of 2023).

Net income per diluted share increased by 124%, from $0.54 to $1.21,
Adjusted net income per diluted share increased 19%, from $0.68 to $0.81,
Gross premiums written decreased 8%, from $196.2 million to $181.2 million,
Net premiums earned increased 1%, from $184.6 million to $186.6 million,
Underwriting and general and administrative expense ratio of 23.2%, versus 23.6%,
GAAP combined ratio of 100.4% (101.2% excluding LPT), versus 100.3% (101.3% excluding LPT),
Net investment income increased 3%, from $25.9 million to $26.6 million, and
Record number of ending policies in-force of 129,879.

Management Commentary

Chief Executive Officer Katherine Antonello commented: “Higher earned premiums, strong net investment income and continued net investment gains drove year-over-year increases in revenue of 10% and 6% for the third quarter and the first nine months of 2024. We also ended the period with yet another record number of policies in-force, which were up 3% year-over-year.

During the quarter we grew our new and renewal premiums, but reductions in final audit premiums and endorsements more than offset that growth.

Our current accident year loss and LAE ratio was 63.9%, slightly above the loss and LAE ratio we maintained throughout 2023 and consistent with that of 2022. As was the case in the third quarter of 2023, we did not recognize any prior year loss reserve development on our voluntary business because a full actuarial study was not performed. We will evaluate our prior year reserves in more detail at year-end when we routinely perform a full reserve study.

Our commission expense ratio was 14.1%, versus 14.5% a year ago. The reduction in this ratio was largely attributable to a decrease in anticipated 2024 agency incentives, which are specific to individual contracts and vary with agency targets. Our underwriting and general and administrative expense ratio was 23.2%, down from 23.6% a year ago. The reduction in this ratio was primarily the result of the Cerity integration plan we executed in the fourth quarter of 2023.

Our resulting combined ratio excluding LPT was 101.2% for the third quarter, versus 101.3%, a year ago.

Our net investment income was $26.6 million, up 3% from a year ago. When considering the $1.0 million of interest expense we incurred in the third quarter of 2023 through our Federal Home Loan Bank leveraged investment strategy, which we unwound during the fourth quarter of 2023, our net investment income was actually up 7% year-over-year.

Lastly, our strong operating results, coupled with our proactive and opportunistic management of our investment portfolio and our capital position, contributed to year-over year increases of 27% and 24% in our book value per share and book value per share including the deferred gain, respectively. As a result, our balance sheet is strong, our underwriting capital is abundant and our confidence in the Company’s future operations remains high.”

Summary of Third Quarter 2024 Results

(All comparisons vs. the third quarter of 2023, unless otherwise noted).

Gross premiums written were $181.2 million, a decrease of 8%. The decrease was due to higher new and renewal business writings being more than offset by lower final audit premiums and endorsements. Net premiums earned were $186.6 million, an increase of 1%.

Losses and loss adjustment expenses were $117.7 million, an increase of 2%. The increase was primarily due to higher earned premiums and a slightly higher current accident year loss and loss adjustment expense estimate. The Company’s loss and loss adjustment expense ratio was 63.1% (63.9% excluding LPT), versus 62.2% (63.2% excluding LPT).

Commission expenses were $26.4 million, a decrease of 1%. The Company’s commission expense ratio was 14.1%, versus 14.5% a year ago.

Underwriting and general and administrative expenses were $43.2 million, a decrease of 1%. The Company’s underwriting and general and administrative expense ratio was 23.2%, versus 23.6% a year ago. The decrease primarily related to lower professional fees and information technology expenses, partially offset by higher bad debt expense.

Net investment income was $26.6 million, an increase of 2.7%. The increase was primarily due to higher yields on our fixed maturity securities.

Net realized and unrealized gains (losses) on investments reflected on the income statement were $10.9 million, versus $(7.1) million.

Interest and financing expenses were less than $0.1 million, versus $1.0 million. The decrease resulted from the unwinding of our former FHLB leveraged investment strategy.

Income tax expense was $6.4 million (17.4% effective rate), versus $3.4 million (19.5% effective rate). The effective rates during each of the periods included income tax benefits and exclusions associated with tax-advantaged investment income, LPT adjustments, deferred gain amortization and related adjustments and tax credits utilized.

The Company’s book value per share including the deferred gain of $47.99 increased 24.0% year-over-year and 7.5% during the third quarter of 2024, computed after considering dividends declared. During the third quarter this measure was favorably impacted by $52.2 million of after-tax unrealized gains arising from fixed maturity securities (which are reflected on the balance sheet) and $10.1 million of net after tax unrealized gains arising from equity securities and other investments (which are reflected on the income statement). The Company’s adjusted book value per share of $49.83 increased by 11.5% year-over-year and 2.5% during the third quarter of 2024, computed after considering dividends declared. During the third quarter this measure was favorably impacted by the net after tax unrealized gains arising from equity securities and other investments previously described.

Share Repurchases and Fourth Quarter 2024 Dividend Declaration

During the third quarter of 2024, the Company repurchased 163,221 shares of its common stock at an average price of $45.27 per share. During the period from October 1, 2024 through October 29, 2024, the Company repurchased a further 20,602 shares of its common stock at an average price of $47.45 per share. The Company currently has a remaining share repurchase authorization of $38.6 million.

On October 30, 2024, the Company’s Board of Directors declared a regular quarterly dividend of $0.30. The dividend is payable on November 27, 2024 to stockholders of record as of November 13, 2024.

Earnings Conference Call and Webcast

The Company will host a conference call on Thursday, October 31, 2024 at 11:00 a.m. Eastern Daylight Time / 8:00 a.m. Pacific Daylight Time.

To participate in the live conference call, you must first register here. Once registered you will receive dial-in numbers and a unique PIN number.

The webcast will be accessible on the Company’s website at www.employers.com through the “Investors” link.

Reconciliation of Non-GAAP Financial Measures to GAAP

The information in this press release should be read in conjunction with the Financial Supplement that is attached to this press release and available on our website.

Within this earnings release we present various financial measures, some of which are “non-GAAP financial measures” as defined in Regulation G pursuant to Section 401 of the Sarbanes – Oxley Act of 2002. A description of these non-GAAP financial measures, as well as a reconciliation of such non-GAAP measures to our most directly comparable GAAP financial measures is included in the attached Financial Supplement. Management believes that these non-GAAP measures are important to the Company’s investors, analysts and other interested parties who benefit from having an objective and consistent basis for comparison with other companies within our industry. Management further believes that these measures are more relevant than comparable GAAP measures in evaluating our financial performance.

Forward-Looking Statements

In this press release, the Company and its management discuss and make statements based on currently available information regarding their intentions, beliefs, current expectations, and projections of, among other things, the Company’s future performance, economic or market conditions, including current or future levels of inflation, changes in interest rates, labor market expectations, catastrophic events or geo-political conditions, legislative or regulatory actions or court decisions, business growth, retention rates, loss costs, claim trends and the impact of key business initiatives, future technologies and planned investments. Certain of these statements may constitute “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and are often identified by words such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “target,” “project,” “intend,” “believe,” “estimate,” “predict,” “potential,” “pro forma,” “seek,” “likely,” or “continue,” or other comparable terminology and their negatives. The Company and its management caution investors that such forward-looking statements are not guarantees of future performance. Risks and uncertainties are inherent in the Company’s future performance. Factors that could cause the Company’s actual results to differ materially from those indicated by such forward-looking statements include, among other things, those discussed or identified from time to time in the Company’s public filings with the Securities and Exchange Commission (SEC), including the risks detailed in the Company’s Quarterly Reports on Form 10-Q and the Company’s Annual Reports on Form 10-K. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Filings with the SEC

The Company’s filings with the SEC and its quarterly investor presentations can be accessed through the “Investors” link on the Company’s website, www.employers.com. The Company’s filings with the SEC can also be accessed through the SEC’s EDGAR Database at www.sec.gov (EDGAR CIK No. 0001379041).

About Employers Holdings, Inc.

Employers Holdings, Inc. (NYSE: EIG), is a holding company with subsidiaries that are specialty providers of workers’ compensation insurance and services (collectively “EMPLOYERS®”) focused on small and mid-sized businesses engaged in low-to-medium hazard industries. EMPLOYERS leverages over a century of experience to deliver comprehensive coverage solutions that meet the unique needs of its customers. Drawing from its long history and extensive knowledge, EMPLOYERS empowers businesses by protecting their most valuable asset – their employees – through exceptional claims management, loss control, and risk management services, creating safer work environments.

EMPLOYERS is also proud to offer Cerity®, which is focused on providing digital-first, direct-to-consumer workers’ compensation insurance solutions with fast, and affordable coverage options through a user-friendly online platform.

EMPLOYERS operates throughout the United States, apart from four states that are served exclusively by their state funds. Insurance is offered through Employers Insurance Company of Nevada, Employers Compensation Insurance Company, Employers Preferred Insurance Company, Employers Assurance Company and Cerity Insurance Company, all rated A- (Excellent) by A.M. Best. Not all companies do business in all jurisdictions. EIG Services, Inc., and Cerity Services, Inc., are subsidiaries of Employers Holdings, Inc. EMPLOYERS® is a registered trademark of EIG Services, Inc., and Cerity® is a registered trademark of Cerity Services, Inc. For more information, please visit www.employers.com and www.cerity.com.

Contact Information

Mike Paquette (775) 327-2562 or mpaquette@employers.com


EMPLOYERS HOLDINGS, INC. Table of Contents

	Page

	1	Consolidated Financial Highlights

	2	Summary Consolidated Balance Sheets

	3	Summary Consolidated Income Statements

	4	Return on Equity

	5	Combined Ratios

	6	Roll-forward of Unpaid Losses and LAE

	7	Consolidated Investment Portfolio

	8	Book Value Per Share

	9	Earnings Per Share

	10	Non-GAAP Financial Measures


EMPLOYERS HOLDINGS, INC. Consolidated Financial Highlights (unaudited) $ in millions, except per share amounts

	Three Months Ended									Nine Months Ended
	September 30,									September 30,
		2024			2023		% change				2024			2023		% change
*Selected financial highlights:*
Gross premiums written	$	181.2		$	196.2			(8	)%	$	599.9		$	589.5			2	%
Net premiums written		179.6			194.5			(8	)		594.8			584.2			2
Net premiums earned		186.6			184.6			1			559.3			534.4			5
Net investment income		26.6			25.9			3			80.3			80.3			—
Net income excluding LPT⁽¹⁾		28.8			12.1			138			84.5			66.6			27
Adjusted net income⁽¹⁾		20.2			17.7			14			65.1			65.6			(1	)
Net Income before income taxes		36.7			17.4			111			112.1			90.3			24
Net Income		30.3			14.0			116			90.3			72.5			25
Comprehensive income (loss)		84.0			(12.1	)		794			131.0			54.8			139
Total assets											3,617.3			3,527.0			3
Stockholders’ equity											1,093.4			919.0			19
Stockholders’ equity including the Deferred Gain⁽²⁾											1,187.2			1,019.2			16
Adjusted stockholders’ equity⁽²⁾											1,232.5			1,175.8			5
Annualized adjusted return on stockholders’ equity⁽³⁾		6.6	%		6.0	%		10	%		7.1	%		7.4	%		(4)	%
*Amounts per share:*
Cash dividends declared per share	$	0.30		$	0.28			7	%	$	0.88		$	0.82			7	%
Earnings per diluted share⁽⁴⁾		1.21			0.54			124			3.57			2.71			32
Earnings per diluted share excluding LPT⁽⁴⁾		1.15			0.46			150			3.34			2.49			34
Adjusted earnings per diluted share⁽⁴⁾		0.81			0.68			19			2.57			2.45			5
Book value per share⁽²⁾											44.20			35.73			24
Book value per share including the Deferred Gain⁽²⁾											47.99			39.63			21
Adjusted book value per share⁽²⁾											49.83			45.72			9
Combined ratio excluding LPT:⁽⁵⁾:
Loss and loss adjustment expense ratio:
Current Year		63.9	%		63.3	%					64.0	%		63.4	%
Prior Year		—			(0.1	)					(1.7	)		(3.8	)
Loss and loss adjustment expense ratio		63.9	%		63.2	%					62.3	%		59.6	%
Commission expense ratio		14.1	%		14.5	%					14.1	%		13.8	%
Underwriting and general and administrative expense ratio		23.2	%		23.6	%					23.3	%		25.0	%
Combined ratio excluding LPT		101.2	%		101.3	%					99.7	%		98.4	%


(1) See Page 3 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.
(2) See Page 8 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.
(3) See Page 4 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.
(4) See Page 9 for description and calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.
(5) See Pages 5 for details and Page 10 for information regarding our use of Non-GAAP Financial Measures.


EMPLOYERS HOLDINGS, INC. Summary Consolidated Balance Sheets (unaudited) $ in millions, except per share amounts

	September 30, 2024			December 31, 2023
ASSETS
Investments, cash and cash equivalents	$	2,601.5		$	2,504.7
Accrued investment income		15.8			16.3
Premiums receivable, net		378.8			359.4
Reinsurance recoverable, net of allowance, on paid and unpaid losses and LAE		418.8			433.8
Deferred policy acquisition costs		60.9			55.6
Deferred income tax asset, net		26.2			43.4
Contingent commission receivable—LPT Agreement		—			14.2
Other assets		115.3			123.0
Total assets	$	3,617.3		$	3,550.4

LIABILITIES
Unpaid losses and LAE	$	1,836.5		$	1,884.5
Unearned premiums		412.5			379.7
Commissions and premium taxes payable		65.4			66.0
Deferred Gain		93.8			99.2
Other liabilities		115.7			107.1
Total liabilities	$	2,523.9		$	2,536.5

STOCKHOLDERS’ EQUITY
Common stock and additional paid-in capital	$	423.1		$	420.4
Retained earnings		1,452.1			1,384.3
Accumulated other comprehensive loss		(45.3	)		(86.0	)
Treasury stock, at cost		(736.5	)		(704.8	)
Total stockholders’ equity		1,093.4			1,013.9
Total liabilities and stockholders’ equity	$	3,617.3		$	3,550.4

Stockholders’ equity including the Deferred Gain ⁽¹⁾	$	1,187.2		$	1,113.1
Adjusted stockholders’ equity ⁽¹⁾		1,232.5			1,199.1
Book value per share ⁽¹⁾	$	44.20		$	39.96
Book value per share including the Deferred Gain⁽¹⁾		47.99			43.88
Adjusted book value per share ⁽¹⁾		49.83			47.26

(1) See Page 8 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.


EMPLOYERS HOLDINGS, INC. Summary Consolidated Income Statements (unaudited) $ in millions

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
		2024			2023			2024			2023
Revenues:
Net premiums earned	$	186.6		$	184.6		$	559.3		$	534.4
Net investment income		26.6			25.9			80.3			80.3
Net realized and unrealized gains (losses) on investments⁽¹⁾		10.9			(7.1	)		24.5			10.7
Other income (loss)		(0.1	)		0.1			—			(0.2	)
Total revenues		224.0			203.5			664.1			625.2
Expenses:
Losses and LAE incurred		(117.7	)		(114.9	)		(343.0	)		(312.8	)
Commission expense		(26.4	)		(26.7	)		(78.7	)		(73.8	)
Underwriting and general and administrative expenses		(43.2	)		(43.5	)		(130.2	)		(133.7	)
Interest and financing expenses		—			(1.0	)		(0.1	)		(5.2	)
Other expenses		—			—			—			(9.4	)
Total expenses		(187.3	)		(186.1	)		(552.0	)		(534.9	)
Net income before income taxes		36.7			17.4			112.1			90.3
Income tax expense		(6.4	)		(3.4	)		(21.8	)		(17.8	)
Net Income		30.3			14.0			90.3			72.5
Unrealized AFS investment gains (losses) arising during the period, net of tax⁽²⁾		52.2			(27.0	)		35.7			(20.0	)
Reclassification adjustment for net realized AFS investment losses in net income, net of tax⁽²⁾		1.5			0.9			5.0			2.3
Total comprehensive income (loss)	$	84.0		$	(12.1	)	$	131.0		$	54.8
Net Income	$	30.3		$	14.0		$	90.3		$	72.5
Amortization of the Deferred Gain – losses		(1.5	)		(1.5	)		(4.6	)		(4.7	)
Amortization of the Deferred Gain – contingent commission		—			(0.4	)		(0.8	)		(1.2	)
LPT contingent commission adjustments		—			—			(0.4	)		—
Net income excluding LPT Agreement ⁽³⁾		28.8			12.1			84.5			66.6
Net realized and unrealized (gains) losses on investments		(10.9	)		7.1			(24.5	)		(10.7	)
Lease termination and asset impairment charges		—			—			—			9.4
Income tax expense (benefit) related to items excluded from Net income		2.3			(1.5	)		5.1			0.3
Adjusted net income	$	20.2		$	17.7		$	65.1		$	65.6

(1) Includes net realized and unrealized gains (losses) on equity securities and other investments of $12.8 million and $(5.9) million for the three months ended September 30, 2024 and 2023, respectively, and $30.8 million and $13.6 million for the nine months ended September 30, 2024 and 2023, respectively.
(2) AFS = Available for Sale securities.
(3) See Page 10 regarding our use of Non-GAAP Financial Measures.


EMPLOYERS HOLDINGS, INC. Return on Equity (unaudited) $ in millions

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
			2024			2023			2024			2023

Net income	A	$	30.3		$	14.0		$	90.3		$	72.5
Impact of the LPT Agreement			(1.5	)		(1.9	)		(5.8	)		(5.9	)
Net realized and unrealized (gains) losses on investments			(10.9	)		7.1			(24.5	)		(10.7	)
Lease termination and asset impairment charges			—			—			—			9.4
Income tax expense (benefit) related to items excluded from Net income			2.3			(1.5	)		5.1			0.3
Adjusted net income ⁽¹⁾	B		20.2			17.7			65.1			65.6

Stockholders’ equity – end of period		$	1,093.4		$	919.0		$	1,093.4		$	919.0
Stockholders’ equity – beginning of period			1,022.9			951.7			1,013.9			944.2
Average stockholders’ equity	C		1,058.2			935.4			1,053.7			931.6

Stockholders’ equity – end of period		$	1,093.4		$	919.0		$	1,093.4		$	919.0
Deferred Gain – end of period			93.8			100.2			93.8			100.2
Accumulated other comprehensive loss – end of period			57.3			198.2			57.3			198.2
Income taxes related to accumulated other comprehensive loss – end of period			(12.0	)		(41.6	)		(12.0	)		(41.6	)
Adjusted stockholders’ equity – end of period			1,232.5			1,175.8			1,232.5			1,175.8
Adjusted stockholders’ equity – beginning of period			1,217.2			1,184.3			1,199.1			1,189.2
Average adjusted stockholders’ equity ⁽¹⁾	D		1,224.9			1,180.1			1,215.8			1,182.5

Return on stockholders’ equity	A / C		2.9	%		1.5	%		8.6	%		7.8	%
Annualized return on stockholders’ equity			11.5			6.0			11.4			10.4

Adjusted return on stockholders’ equity ⁽¹⁾	B / D		1.6	%		1.5	%		5.4	%		5.5	%
Annualized adjusted return on stockholders’ equity ⁽¹⁾			6.6			6.0			7.1			7.4

(1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.


EMPLOYERS HOLDINGS, INC. Combined Ratios (unaudited) $ in millions, except per share amounts

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
			2024			2023			2024			2023

Net premiums earned	A	$	186.6		$	184.6		$	559.3		$	534.4
Losses and LAE incurred	B		117.7			114.9			343.0			312.8
Amortization of deferred reinsurance gain – losses			1.5			1.5			4.6			4.7
Amortization of deferred reinsurance gain – contingent commission			—			0.4			0.8			1.2
LPT contingent commission adjustments			—			—			0.4			—
Losses and LAE excluding LPT⁽¹⁾	C	$	119.2		$	116.8		$	348.8		$	318.7
Prior year loss reserve development			(0.1	)		(0.1	)		(9.3	)		(20.0	)
Losses and LAE excluding LPT – current accident year	D	$	119.3		$	116.9		$	358.1		$	338.7
Commission expense	E	$	26.4		$	26.7		$	78.7		$	73.8
Underwriting and general and administrative expense	F	$	43.2		$	43.5		$	130.2		$	133.7
GAAP combined ratio:
Loss and LAE ratio	B/A		63.1	%		62.2	%		61.3	%		58.5	%
Commission expense ratio	E/A		14.1			14.5			14.1			13.8
Underwriting and general and administrative expense ratio	F/A		23.2			23.6			23.3			25.0
GAAP combined ratio			100.4	%		100.3	%		98.7	%		97.3	%
Combined ratio excluding LPT:⁽¹⁾
Loss and LAE ratio excluding LPT	C/A		63.9	%		63.2	%		62.3	%		59.6	%
Commission expense ratio	E/A		14.1			14.5			14.1			13.8
Underwriting and general and administrative expense ratio	F/A		23.2			23.6			23.3			25.0
Combined ratio excluding LPT			101.2	%		101.3	%		99.7	%		98.4	%
Combined ratio excluding LPT: current accident year:⁽¹⁾
Loss and LAE ratio excluding LPT	D/A		63.9	%		63.3	%		64.0	%		63.4	%
Commission expense ratio	E/A		14.1			14.5			14.1			13.8
Underwriting and general and administrative expenses ratio	F/A		23.2			23.6			23.3			25.0
Combined ratio excluding LPT: current accident year			101.2	%		101.4	%		101.4	%		102.2	%

(1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.


EMPLOYERS HOLDINGS, INC. Roll-forward of Unpaid Losses and LAE (unaudited) $ in millions

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
		2024			2023			2024			2023

Unpaid losses and LAE at beginning of period	$	1,850.9		$	1,927.2		$	1,884.5		$	1,960.7
Reinsurance recoverable, excluding CECL allowance, on unpaid losses and LAE		418.3			436.2			428.4			445.4
Net unpaid losses and LAE at beginning of period		1,432.6			1,491.0			1,456.1			1,515.3
Losses and LAE incurred:
Current year losses		119.3			116.9			358.0			338.7
Prior year losses on voluntary business		—			—			(9.3	)		(20.0	)
Prior year losses on involuntary business		(0.1	)		(0.1	)		—			—
Total losses incurred		119.2			116.8			348.7			318.7
Losses and LAE paid:
Current year losses		38.3			32.0			69.2			64.1
Prior year losses		90.1			89.0			312.2			283.1
Total paid losses		128.4			121.0			381.4			347.2
Net unpaid losses and LAE at end of period		1,423.4			1,486.8			1,423.4			1,486.8
Reinsurance recoverable, excluding CECL allowance, on unpaid losses and LAE		413.1			426.6			413.1			426.6
Unpaid losses and LAE at end of period	$	1,836.5		$	1,913.4		$	1,836.5		$	1,913.4

Total losses and LAE shown in the above table exclude amortization of the Deferred Gain and LPT contingent commission adjustments, which totaled $1.5 million and $1.9 million for the three months ended September 30, 2024 and 2023, respectively, and $5.8 million and $5.9 million for the nine months ended September 30, 2024 and 2023, respectively.


EMPLOYERS HOLDINGS, INC. Consolidated Investment Portfolio (unaudited) $ in millions

	September 30, 2024									December 31, 2023
Investment Positions:	Cost or Amortized Cost ⁽¹⁾		Net Unrealized Gain (Loss)			Fair Value		%		Fair Value		%
Fixed maturity securities	$	2,124.6	$	(57.4	)	$	2,065.8	79	%	$	1,936.3	77	%
Equity securities		150.4		111.5			261.9	10			217.2	9
Short-term investments		30.6		—			30.6	1			33.1	1
Other invested assets		88.8		10.9			99.7	4			91.5	4
Cash and cash equivalents		143.3		—			143.3	6			226.4	9
Restricted cash and cash equivalents		0.2		—			0.2	—			0.2	—
Total investments and cash	$	2,537.9	$	65.0		$	2,601.5	100	%	$	2,504.7	100	%

Breakout of Fixed Maturity Securities:
U.S. Treasuries and agencies	$	62.4	$	(0.3	)	$	62.1	3	%	$	60.5	3	%
States and municipalities		181.2		1.8			183.0	9			210.2	11
Corporate securities		930.9		(24.6	)		905.7	44			895.8	46
Mortgage-backed securities		552.8		(32.4	)		520.1	25			426.0	22
Asset-backed securities		209.5		0.6			210.1	10			128.0	7
Collateralized loan obligations		53.3		(0.2	)		53.1	3			91.5	5
Bank loans and other		134.5		(2.3	)		131.7	6			124.3	6
Total fixed maturity securities	$	2,124.6	$	(57.4	)	$	2,065.8	100	%	$	1,936.3	100	%

Weighted average book yield	4.4%	4.3%
Average credit quality (S&P)	A+	A
Duration	4.2	4.5
(1) Amortized cost excludes allowance for current expected credit losses of $1.4 million.


EMPLOYERS HOLDINGS, INC. Book Value Per Share (unaudited) $ in millions, except per share amounts

		September 30, 2024			June 30, 2024			December 31, 2023			September 30, 2023
Numerators:
Stockholders’ equity	A	$	1,093.4		$	1,022.9		$	1,013.9		$	919.0
Plus: Deferred Gain			93.8			95.3			99.2			100.2
Stockholders’ equity including the Deferred Gain ⁽¹⁾	B		1,187.2			1,118.2			1,113.1			1,019.2
Accumulated other comprehensive loss			57.3			125.3			108.9			198.2
Income taxes related to accumulated other comprehensive loss			(12.0	)		(26.3	)		(22.9	)		(41.6	)
Adjusted stockholders’ equity ⁽¹⁾	C	$	1,232.5		$	1,217.2		$	1,199.1		$	1,175.8

Denominator (shares outstanding)	D		24,736,533			24,896,116			25,369,753			25,719,074

Book value per share ⁽¹⁾	A / D	$	44.20		$	41.09		$	39.96		$	35.73
Book value per share including the Deferred Gain⁽¹⁾	B / D		47.99			44.91			43.88			39.63
Adjusted book value per share ⁽¹⁾	C / D		49.83			48.89			47.26			45.72

Year-over-year change in: ⁽²⁾
Book value per share			27.0	%		15.7	%		18.1	%		12.6	%
Book value per share including the Deferred Gain			24.0			14.0			16.3			11.1
Adjusted book value per share			11.5			10.2			10.5			10.2

(1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.
(2) Reflects the twelve month change in book value per share after taking into account dividends declared of $1.16, $1.14, $1.10 and $2.33 for the twelve month periods ended September 30, 2024, June 30, 2024, December 31, 2023, and September 30, 2023, respectively.


EMPLOYERS HOLDINGS, INC. Earnings Per Share (unaudited) $ in millions, except per share amounts

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
			2024			2023			2024			2023
Numerators:
Net income	A	$	30.3		$	14.0		$	90.3		$	72.5
Impact of the LPT Agreement			(1.5	)		(1.9	)		(5.8	)		(5.9	)
Net income excluding LPT ⁽¹⁾	B		28.8			12.1			84.5			66.6
Net realized and unrealized (gains) losses on investments			(10.9	)		7.1			(24.5	)		(10.7	)
Lease termination and asset impairment charges			—			—			—			9.4
Income tax expense (benefit) related to items excluded from Net income			2.3			(1.5	)		5.1			0.3
Adjusted net income ⁽¹⁾	C	$	20.2		$	17.7		$	65.1		$	65.6

Denominators:
Average common shares outstanding (basic)	D		24,858,159			25,981,984			25,159,753			26,612,443
Average common shares outstanding (diluted)	E		24,982,463			26,118,280			25,293,020			26,767,056

Earnings per share:
Basic	A / D	$	1.22		$	0.54		$	3.59		$	2.72
Diluted	A / E		1.21			0.54			3.57			2.71

Earnings per share excluding LPT: ⁽¹⁾
Basic	B / D	$	1.16		$	0.47		$	3.36		$	2.50
Diluted	B / E		1.15			0.46			3.34			2.49

Adjusted earnings per share: ⁽¹⁾
Basic	C / D	$	0.81		$	0.68		$	2.59		$	2.47
Diluted	C / E		0.81			0.68			2.57			2.45

(1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.

Non-GAAP Financial Measures

Within this earnings release we present the following measures, each of which are “non-GAAP financial measures.” A reconciliation of these measures to the Company’s most directly comparable GAAP financial measures is included herein. Management believes that these non-GAAP measures are important to the Company’s investors, analysts and other interested parties who benefit from having an objective and consistent basis for comparison with other companies within our industry. Management further believes that these measures are more relevant than comparable GAAP measures in evaluating our financial performance.

The LPT Agreement is a non-recurring transaction that no longer provides any ongoing cash benefits to the Company. Management believes that providing non-GAAP measures that exclude the effects of the LPT Agreement (amortization of deferred reinsurance gain, adjustments to LPT Agreement ceded reserves and adjustments to the contingent commission receivable) is useful in providing investors, analysts and other interested parties a meaningful understanding of the Company’s ongoing underwriting performance.

Deferred reinsurance gain (Deferred Gain) reflects the unamortized gain from the LPT Agreement. This gain has been deferred and is being amortized using the recovery method, whereby the amortization is determined by the proportion of actual reinsurance recoveries to total estimated recoveries, except for the contingent profit commission, which was amortized through June 30, 2024, the date of its final settlement. Amortization is reflected in losses and LAE incurred.

Adjusted net income (see Page 3 for calculations) is net income excluding the effects of the LPT Agreement, and net realized and unrealized gains and losses on investments (net of tax), and any miscellaneous non-recurring transactions (net of tax). Management believes that providing this non-GAAP measures is helpful to investors, analysts and other interested parties in identifying trends in the Company’s operating performance because such items have limited significance to its ongoing operations or can be impacted by both discretionary and other economic factors and may not represent operating trends.

Stockholders’ equity including the Deferred Gain (see Page 8 for calculations) is stockholders’ equity including the Deferred Gain. Management believes that providing this non-GAAP measure is useful in providing investors, analysts and other interested parties a meaningful measure of the Company’s total underwriting capital.

Adjusted stockholders’ equity (see Page 8 for calculations) is stockholders’ equity including the Deferred Gain, less accumulated other comprehensive income (net of tax). Management believes that providing this non-GAAP measure is useful to investors, analysts and other interested parties since it serves as the denominator to the Company’s adjusted return on stockholders’ equity metric.

Return on stockholders’ equity and Adjusted return on stockholders’ equity (see Page 4 for calculations). Management believes that these profitability measures are widely used by our investors, analysts and other interested parties.

Book value per share, Book value per share including the Deferred Gain, and Adjusted book value per share (see Page 8 for calculations). Management believes that these valuation measures are widely used by our investors, analysts and other interested parties.

Net income excluding LPT (see Page 3 for calculations). Management believes that these performance and underwriting measures are widely used by our investors, analysts and other interested parties.

The MIL Network –

January 25, 2025

MIL-OSI: COMSTOCK RESOURCES, INC. REPORTS THIRD QUARTER 2024 FINANCIAL AND OPERATING RESULTS

Source: GlobeNewswire (MIL-OSI)

FRISCO, TX, Oct. 30, 2024 (GLOBE NEWSWIRE) — Comstock Resources, Inc. (“Comstock” or the “Company”) (NYSE: CRK) today reported financial and operating results for the quarter ended September 30, 2024.

Highlights of 2024‘s Third Quarter

Weak natural gas prices continued to weigh heavily on the third quarter financial results.
Natural gas and oil sales, including realized hedging gains, were $305 million.
Operating cash flow was $152 million or $0.52 per diluted share.
Adjusted EBITDAX for the quarter was $202 million.
Adjusted net loss was $48.5 million or $0.17 per share for the quarter.
Lower completion activity was planned for the quarter, resulting in eight (5.4 net) operated wells being turned to sales since the Company’s last update with an average initial production of 21 MMcf per day.
First horseshoe Haynesville well was successful with a 31 MMcf per day initial production rate.
Western Haynesville exploratory play continues to progress with acreage position up to 453,881 net acres and most recent well costs down to an estimated $2,814 per completed lateral foot. Comstock’s thirteenth Western Haynesville well is on flowback with another five wells in the play expected to be turned to sales in late 2024 through early 2025.

Financial Results for the Three Months Ended September 30, 2024

Comstock’s realized natural gas price for the third quarter of 2024 averaged $1.90 per Mcf before hedging and $2.28 per Mcf after hedging. As a result, Comstock’s natural gas and oil sales in the third quarter of 2024 decreased to $305.0 million (including realized hedging gains of $51.4 million) despite a 2% increase in production in the quarter. Operating cash flow (excluding changes in working capital) generated in the third quarter of 2024 was $152.3 million, and net loss for the third quarter was $25.7 million or $0.09 per share. Net loss in the quarter included a pre-tax $23.8 million unrealized gain on hedging contracts held for risk management and a gain on sale of assets of $0.9 million. Excluding these items, adjusted net loss for the third quarter of 2024 was $48.5 million, or $0.17 per share.

Comstock’s production cost per Mcfe in the third quarter averaged $0.77 per Mcfe, which was comprised of $0.41 for gathering and transportation costs, $0.22 for lease operating costs, $0.09 for production and other taxes and $0.05 for cash general and administrative expenses. Comstock’s unhedged operating margin was 60% in the third quarter of 2024 and 67% after hedging.

Financial Results for the Nine Months Ended September 30, 2024

Natural gas and oil sales for the nine months ended September 30, 2024 totaled $919.1 million (including realized hedging gains of $160.0 million). Operating cash flow (excluding changes in working capital) generated during the first nine months of 2024 was $452.4 million, and net loss was $163.4 million or $0.57 per share. Net loss during the first nine months of 2024 included a pre-tax $70.7 million unrealized loss on hedging contracts held for risk management and a gain on sale of assets of $0.9 million. Excluding these items, adjusted net loss for the nine months ended September 30, 2024 was $121.3 million or $0.42 per share.

Comstock’s production cost per Mcfe during the nine months ended September 30, 2024 averaged $0.78 per Mcfe, which was comprised of $0.37 for gathering and transportation costs, $0.25 for lease operating costs, $0.12 for production and other taxes and $0.04 for cash general and administrative expenses. Comstock’s unhedged operating margin was 58% during the first nine months of 2024 and 65% after hedging.

Drilling Results

Comstock drilled eight (6.2 net) operated horizontal Haynesville/Bossier shale wells in the third quarter of 2024 which had an average lateral length of 12,034 feet. Comstock turned 11 (8.0 net) operated wells to sales in the third quarter of 2024.

Since its last operational update in July, Comstock has turned eight (5.4 net) operated Haynesville/Bossier shale wells to sales. These wells had initial daily production rates that averaged 21 MMcf per day. The completed lateral length of these wells averaged 12,391 feet. Included in the wells turned to sales was the Sebastian 11 #5H, the Company’s first horseshoe Haynesville well, which had a 9,382 foot completed lateral and an initial production rate of 31 MMcf per day.

Other

On October 30, 2024, Comstock also announced that its bank group reaffirmed the $2.0 billion borrowing base and approved the amendment of certain financial covenants under its $1.5 billion revolving credit facility.

Earnings Call Information

Comstock has planned a conference call for 10:00 a.m. Central Time on October 31, 2024, to discuss the third quarter 2024 operational and financial results. Investors wishing to listen should visit the Company’s website at www.comstockresources.com for a live webcast. Investors wishing to participate in the conference call telephonically will need to register at https://register.vevent.com/register/BI25940ff3de024e45b06512519e9e6 a64. Upon registering to participate in the conference call, participants will receive the dial-in number and a personal PIN number to access the conference call. On the day of the call, please dial in at least 15 minutes in advance to ensure a timely connection to the call. The conference call will also be broadcast live in listen-only mode and can be accessed via the website URL: https://edge.media-server.com/mmc/p/27pqb8gi.

If you are unable to participate in the original conference call, a web replay will be available for twelve months beginning at 1:00 p.m. CT on October 31, 2024. The replay of the conference can be accessed using the webcast link: https://edge.media-server.com/mmc/p/27pqb8gi.

This press release may contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct. Information concerning the assumptions, uncertainties and risks that may affect the actual results can be found in the Company’s filings with the Securities and Exchange Commission (“SEC”) available on the Company’s website or the SEC’s website at sec.gov.

Comstock Resources, Inc. is a leading independent natural gas producer with operations focused on the development of the Haynesville shale in North Louisiana and East Texas. The Company’s stock is traded on the New York Stock Exchange under the symbol CRK.

COMSTOCK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues:
Natural gas sales	$	252,650		$	304,141		$	756,260		$	911,065
Oil sales		975			1,309			2,925			4,111
Total natural gas and oil sales		253,625			305,450			759,185			915,176
Gas services		50,847			71,287			127,889			239,350
Total revenues		304,472			376,737			887,074			1,154,526
Operating expenses:
Production and ad valorem taxes		12,578			25,386			49,730			59,891
Gathering and transportation		53,996			47,012			150,456			137,981
Lease operating		29,248			31,664			99,125			100,525
Exploration		—			—			—			1,775
Depreciation, depletion and amortization		208,350			148,190			593,281			422,350
Gas services		52,622			67,632			132,796			224,317
General and administrative		9,923			9,586			29,271			31,992
Gain on sale of assets		(910	)		—			(910	)		(125	)
Total operating expenses		365,807			329,470			1,053,749			978,706
Operating income (loss)		(61,335	)		47,267			(166,675	)		175,820
Other income (expenses):
Gain from derivative financial instruments		75,163			14,276			89,218			76,190
Other income		274			409			927			1,467
Interest expense		(54,516	)		(43,624	)		(156,005	)		(121,082	)
Total other income (expenses)		20,921			(28,939	)		(65,860	)		(43,425	)
Income (loss) before income taxes		(40,414	)		18,328			(232,535	)		132,395
(Provision for) benefit from income taxes		14,696			(3,608	)		69,094			(28,878	)
Net income (loss)		(25,718	)		14,720			(163,441	)		103,517
Net income attributable to noncontrolling interest		(3,173	)		—			(8,081	)		—
Net income (loss) available to Comstock	$	(28,891	)	$	14,720		$	(171,522	)	$	103,517

Net income (loss) per share
Basic	$	(0.09	)	$	0.05		$	(0.57	)	$	0.37
Diluted	$	(0.09	)	$	0.05		$	(0.57	)	$	0.37
Weighted average shares outstanding:
Basic		290,170			276,999			285,949			276,741
Diluted		290,170			276,999			285,949			276,741
Dividends per share	$	—		$	0.125		$	—		$	0.375

COMSTOCK RESOURCES, INC.
OPERATING RESULTS
(In thousands, except per unit amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Natural gas production (MMcf)		133,116			130,528			403,420			383,902
Oil production (Mbbls)		13			17			40			57
Total production (MMcfe)		133,198			130,629			403,662			384,241

Natural gas sales	$	252,650		$	304,141		$	756,260		$	911,065
Natural gas hedging settlements ⁽¹⁾		51,409			10,344			159,956			76,221
Total natural gas including hedging		304,059			314,485			916,216			987,286
Oil sales		975			1,309			2,925			4,111
Total natural gas and oil sales including hedging	$	305,034		$	315,794		$	919,141		$	991,397

Average natural gas price (per Mcf)	$	1.90		$	2.33		$	1.87		$	2.37
Average natural gas price including hedging (per Mcf)	$	2.28		$	2.41		$	2.27		$	2.57
Average oil price (per barrel)	$	75.00		$	77.00		$	73.13		$	72.12
Average price (per Mcfe)	$	1.90		$	2.34		$	1.88		$	2.38
Average price including hedging (per Mcfe)	$	2.29		$	2.42		$	2.28		$	2.58

Production and ad valorem taxes	$	12,578		$	25,386		$	49,730		$	59,891
Gathering and transportation		53,996			47,012			150,456			137,981
Lease operating		29,248			31,664			99,125			100,525
Cash general and administrative ⁽²⁾		6,042			6,930			17,892			24,984
Total production costs	$	101,864		$	110,992		$	317,203		$	323,381

Production and ad valorem taxes (per Mcfe)	$	0.09		$	0.20		$	0.12		$	0.16
Gathering and transportation (per Mcfe)		0.41			0.36			0.37			0.36
Lease operating (per Mcfe)		0.22			0.24			0.25			0.26
Cash general and administrative (per Mcfe)		0.05			0.05			0.04			0.07
Total production costs (per Mcfe)	$	0.77		$	0.85		$	0.78		$	0.85

Unhedged operating margin		60	%		64	%		58	%		65	%
Hedged operating margin		67	%		65	%		65	%		67	%

Gas services revenue	$	50,847		$	71,287		$	127,889		$	239,350
Gas services expenses		52,622			67,632			132,796			224,317
Gas services margin	$	(1,775	)	$	3,655		$	(4,907	)	$	15,033

Natural Gas and Oil Capital Expenditures:
Unproved property acquisitions	$	8,800		$	19,998		$	87,938		$	76,646
Total natural gas and oil properties acquisitions	$	8,800		$	19,998		$	87,938		$	76,646
Exploration and Development:
Development leasehold	$	5,623		$	5,369		$	12,153		$	19,087
Exploratory drilling and completion		57,144			74,737			215,992			179,049
Development drilling and completion		114,172			229,594			411,315			740,808
Other development costs		7,453			1,418			22,175			18,868
Total exploration and development capital expenditures	$	184,392		$	311,118		$	661,635		$	957,812

(1) Included in gain (loss) from derivative financial instruments in operating results.

(2) Excludes stock-based compensation.

COMSTOCK RESOURCES, INC.
NON-GAAP FINANCIAL MEASURES
(In thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
ADJUSTED NET INCOME (LOSS):
Net income (loss)	$	(25,718	)	$	14,720		$	(163,441	)	$	103,517
Unrealized (gain) loss from derivative financial instruments		(23,754	)		(3,932	)		70,738			31
Exploration expense		—			—			—			1,775
Gain on sale of assets		(910	)		—			(910	)		(125	)
Adjustment to income taxes		1,873			946			(27,663	)		(418	)
Adjusted net income (loss)	$	(48,509	)	$	11,734		$	(121,276	)	$	104,780

Adjusted net income (loss) per share ⁽²⁾	$	(0.17	)	$	0.04		$	(0.42	)	$	0.38
Diluted shares outstanding		290,170			276,999			285,949			276,741


ADJUSTED EBITDAX:
Net income (loss)	$	(25,718	)	$	14,720		$	(163,441	)	$	103,517
Interest expense		54,516			43,624			156,005			121,082
Income taxes		(14,696	)		3,608			(69,094	)		28,878
Depreciation, depletion, and amortization		208,350			148,190			593,281			422,350
Exploration		—			—			—			1,775
Unrealized (gain) loss from derivative financial instruments		(23,754	)		(3,932	)		70,738			31
Stock-based compensation		3,883			2,655			11,380			7,006
Gain on sale of assets		(910	)		—			(910	)		(125	)
Total Adjusted EBITDAX ⁽³⁾	$	201,671		$	208,865		$	597,959		$	684,514

(1) Adjusted net income (loss) is presented because of its acceptance by investors and by Comstock management as an indicator of the Company’s profitability excluding non-cash unrealized gains and losses on derivative financial instruments, gains and losses on sales of assets and other unusual items.

(2) Adjusted net income (loss) per share is calculated to include the dilutive effects of unvested restricted stock pursuant to the two-class method and performance stock units pursuant to the treasury stock method.

(3) Adjusted EBITDAX is presented in the earnings release because management believes that adjusted EBITDAX, which represents Comstock’s results from operations before interest, income taxes, and certain non-cash items, including depreciation, depletion and amortization, unrealized gains and losses on derivative financial instruments and exploration expense, is a common alternative measure of operating performance used by certain investors and financial analysts.

COMSTOCK RESOURCES, INC.
NON-GAAP FINANCIAL MEASURES
(In thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
OPERATING CASH FLOW ⁽¹⁾:
Net income (loss)	$	(25,718	)	$	14,720		$	(163,441	)	$	103,517
Reconciling items:
Unrealized (gain) loss from derivative financial instruments		(23,754	)		(3,932	)		70,738			31
Deferred income taxes		(12,734	)		3,608			(67,165	)		28,878
Depreciation, depletion and amortization		208,350			148,190			593,281			422,350
Amortization of debt discount and issuance costs		3,136			1,989			8,519			5,980
Stock-based compensation		3,883			2,655			11,380			7,006
Gain on sale of assets		(910	)		—			(910	)		(125	)
Operating cash flow	$	152,253		$	167,230		$	452,402		$	567,637
(Increase) decrease in accounts receivable		(658	)		(20,887	)		75,573			295,323
Increase in other current assets		(5,595	)		(1,825	)		(749	)		(624	)
Decrease in accounts payable and accrued expenses		(47,830	)		(73,753	)		(173,942	)		(73,697	)
Net cash provided by operating activities	$	98,170		$	70,765		$	353,284		$	788,639

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
FREE CASH FLOW (DEFICIT)⁽²⁾:
Operating cash flow	$	152,253		$	167,230		$	452,402		$	567,637
Less:
Exploration and development capital expenditures		(184,392	)		(311,118	)		(661,635	)		(957,812	)
Midstream capital expenditures		(30,251	)		—			(46,739	)		—
Other capital expenditures		(735	)		(10,563	)		(1,706	)		(22,076	)
Contributions from midstream partner		19,000			—			36,000			—
Free cash deficit from operations	$	(44,125	)	$	(154,451	)	$	(221,678	)	$	(412,251	)
Acquisitions		(8,800	)		(19,998	)		(87,938	)		(76,646	)
Proceeds from divestitures		1,214			—			1,214			41,295
Free cash deficit after acquisition and divestiture activity	$	(51,711	)	$	(174,449	)	$	(308,402	)	$	(447,602	)

(1) Operating cash flow is presented in the earnings release because management believes it to be useful to investors as a common alternative measure of cash flows which excludes changes to other working capital accounts.

(2) Free cash flow (deficit) from operations and free cash flow (deficit) after acquisition and divestiture activity are presented in the earnings release because management believes them to be useful indicators of the Company’s ability to internally fund acquisitions and debt maturities after exploration and development capital expenditures, midstream and other capital expenditures, contributions from its midstream partner, proved and unproved property acquisitions, and proceeds from divestiture of natural gas and oil properties.

COMSTOCK RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)

	September 30, 2024		December 31, 2023
ASSETS
Cash and cash equivalents	$	13,772	$	16,669
Accounts receivable		155,857		231,430
Derivative financial instruments		71,704		126,775
Other current assets		58,379		86,619
Total current assets		299,712		461,493
Property and equipment, net		5,590,448		5,384,771
Goodwill		335,897		335,897
Operating lease right-of-use assets		82,124		71,462
Derivative financial instruments		4,828		—
	$	6,313,009	$	6,253,623

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	358,336	$	523,260
Accrued costs		106,057		134,466
Operating leases		35,372		23,765
Total current liabilities		499,765		681,491
Long-term debt		2,949,181		2,640,391
Deferred income taxes		402,870		470,035
Derivative financial instruments		20,495		—
Long-term operating leases		46,681		47,742
Asset retirement obligation		32,016		30,773
Total liabilities		3,951,008		3,870,432
Stockholders’ Equity:
Common stock		146,130		139,214
Additional paid-in capital		1,362,393		1,260,930
Accumulated earnings		786,748		958,270
Total stockholders’ equity attributable to Comstock		2,295,271		2,358,414
Noncontrolling interest		66,730		24,777
Total stockholders’ equity		2,362,001		2,383,191
	$	6,313,009	$	6,253,623

The MIL Network –

January 25, 2025

MIL-OSI: Magic Empire Global Limited Announces First Half 2024 Unaudited Financial Results

Source: GlobeNewswire (MIL-OSI)

HONG KONG, Oct. 30, 2024 (GLOBE NEWSWIRE) — Magic Empire Global Limited (“MEGL” or the “Company”) (NASDAQ: MEGL), a financial services provider in Hong Kong which principally engages in the provision of corporate finance advisory services, today announced its unaudited financial results for the six months ended June 30, 2024.

Overview:

	●	Revenue increased by approximately 26.9% from approximately HK$6.1 million for the six months ended June 30, 2023 to approximately HK$7.7 million (US$1.0 million) for the six months ended June 30, 2024

	●	Net income decreased by approximately 13.6% from approximately HK$0.7 million for the six months ended June 30, 2023 to approximately HK$0.6 million (US$80,000) for the six months ended June 30, 2024

Six Month Financial Results Ended June 30, 2024

Revenue. Revenue increased by approximately 26.9% from approximately HK$6.1 million for the six months ended June 30, 2023 to approximately HK$7.7 million (US$1.0 million) for the six months ended June 30, 2024. During the six months ended June 30, 2024, the Hong Kong capital markets and the general economic environment in Hong Kong remained difficult. In view of the market conditions of Hong Kong market, we diversified our business to explore projects of listing in other key capital markets such as the United States and we completed two financial advisory projects for clients pursuing listing on Nasdaq and our revenue from financial and independent advisory services significantly increased from approximately HK$0.2 million for the six months ended June 30, 2023 to approximately HK$6.9 million (US$0.9 million) for the six months ended June 30, 2024. Revenue from compliance advisory services decreased from approximately HK$1.4 million for the six months ended June 30, 2023 to approximately HK$0.5 million (US$59,000) for the six months ended June 30, 2024 due to completion of several of our compliance advisory projects during the six months ended June 30, 2024 and the decrease in the number of new IPOs in the Hong Kong market.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by approximately 27.6% from approximately HK$7.2 million for the six months ended June 30, 2023 to approximately HK$9.2 million (US$1.2 million) for the six months ended June 30, 2024, which was mainly due to (i) increase in staff costs resulting from increase in payroll and bonus to our staff; (ii) increase in travelling, accommodation and entertainment expenses due to increase in travelling for business development initiatives; and (iii) increase in depreciation charge.

Other income, net. Other net income increased by approximately 13.7% from approximately HK$1.9 million for the six months ended June 30, 2023 to approximately HK$2.1 million (US$0.3 million) for the six months ended June 30, 2024, which was mainly due to the increase in interest income resulting from the increase in average cash balance.

Income tax expense. Income tax expense was nil for the six months ended June 30, 2024 (six months ended June 30, 2023: nil) as we have available tax losses brought forward.

Net income. Net income decreased by 13.6% from approximately HK$0.7 million for the six months ended June 30, 2023 to approximately HK$0.6 million (US$80,000) for the six months ended June 30, 2024, which was mainly due to the increase in selling, general and administrative expenses, partially offset by increase in revenue.

Basic and diluted EPS. Basic and diluted EPS were approximately HK$0.03 (US$0.004) per ordinary share for the six months ended June 30, 2024, as compared to HK$0.04 per ordinary share for the six months ended June 30, 2023, respectively.

About Magic Empire Global Limited

Magic Empire Global Limited is a financial services provider in Hong Kong which principally engage in the provision of corporate finance advisory services and underwriting services. Its service offerings mainly comprise (i) IPO sponsorship services; (ii) financial advisory and independent financial advisory services; (iii) compliance advisory services; and (iv) underwriting services. For more information, visit the Company’s website at http://www.meglmagic.com.

Exchange Rate Information

This announcement contains translations of certain HK$ amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from HK$ to US$ were made at the rate of HK$7.8083 to US$1.00, the exchange rate on June 28, 2024 set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the HK$ or US$ amounts referred could be converted into US$ or HK$, as the case may be, at any particular rate or at all.

Safe Harbor Statement

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” 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, which are available for review at www.sec.gov.

Hong Kong:

Magic Empire Global Limited
Ms. Vivien Tai
Tel: +852 3577 8770
E-mail: meglir@giraffecap.com

MAGIC EMPIRE GLOBAL LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	As of
	December 31, 2023			June 30, 2024			June 30, 2024
	HK$			HK$			US$
ASSETS
Current assets:
Cash		92,407,813			92,659,337			11,866,775
Accounts receivable		2,302,436			1,656,000			212,082
Interest receivables		449,550			346,457			44,370
Deposits and prepayments		1,096,249			1,055,783			135,213

Total current assets		96,256,048			95,717,577			12,258,440

Non-current assets:
Property and equipment, net		1,695,006			1,504,509			192,681
Right-of-use assets		1,658,382			710,735			91,023
Long-term investment		38,647,738			38,647,738			4,949,571

Total non-current assets		42,001,126			40,862,982			5,233,275
Total assets		138,257,174			136,580,559			17,491,715

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accruals and other payables		1,079,000			263,003			33,682
Contract liabilities		1,164,000			664,000			85,038
Operating lease liabilities		1,746,317			757,717			97,040

Total current liabilities		3,989,317			1,684,720			215,760

Total liabilities		3,989,317			1,684,720			215,760

COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY
Ordinary shares, US$0.0001 par value, 300,000,000 shares authorized, and 20,256,099 shares outstanding as of December 31, 2023 and June 30, 2024 respectively		15,826			15,826			2,027
Additional paid-in capital		138,662,858			138,662,858			17,758,393
Accumulated deficits		(4,410,827	)		(3,782,845	)		(484,465	)
Total shareholders’ equity		134,267,857			134,895,839			17,275,955
Total liabilities and shareholders’ equity		138,257,174			136,580,559			17,491,715

MAGIC EMPIRE GLOBAL LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	For the six months ended
	June 30, 2023			June 30, 2024			June 30, 2024
	HK$			HK$			US$
REVENUE		6,081,430			7,719,600			988,640

OPERATING EXPENSES:
Selling, general and administrative expenses		(7,230,225	)		(9,224,710	)		(1,181,399	)
Total operating expenses		(7,230,225	)		(9,224,710	)		(1,181,399	)

INCOME FROM OPERATIONS		(1,148,795	)		(1,505,110	)		(192,759	)

OTHER INCOME (EXPENSE)
Interest income		1,957,509			2,166,502			277,461
Other expenses		(81,527	)		(33,410	)		(4,279	)
Total other income, net		1,875,982			2,133,092			273,182

INCOME BEFORE INCOME TAXES		727,187			627,982			80,423
INCOME TAX EXPENSES		–			–			–
NET INCOME		727,187			627,982			80,423

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Basic and diluted		20,256,099			20,256,099			20,256,099

EARNINGS PER SHARE
Basic and diluted		0.04			0.03			0.004

The MIL Network –

January 25, 2025

MIL-OSI: Great Elm Capital Corp. (“GECC”) Schedules Third Quarter 2024 Earnings Release and Conference Call

Source: GlobeNewswire (MIL-OSI)

PALM BEACH GARDENS, Fla., Oct. 30, 2024 (GLOBE NEWSWIRE) — Great Elm Capital Corp. (the “Company” or “GECC”), (NASDAQ: GECC), a business development company, today announced it will release its financial results for the third quarter ended September 30, 2024 prior to the opening of the stock market on Thursday, October 31, 2024, and discuss these results in a conference call at 8:30 a.m. ET.

Date/Time:	Thursday, October 31, 2024 – 8:30 a.m. ET

Participant Dial-In Numbers:
(United States):	(877) 407-0789
(International):	(201) 689-8562

To access the call, please dial-in approximately five minutes before the start time and, when asked, provide the operator with passcode “GECC”. An accompanying slide presentation will be available in pdf format via the “Events and Presentations” section of Great Elm Capital Corp.’s website here after the issuance of the earnings release.

Webcast
The call and presentation will also be simultaneously webcast over the internet via the “Events and Presentations” section of GECC’s website or by clicking on the webcast link here.

About Great Elm Capital Corp.
GECC is an externally managed business development company that seeks to generate current income and capital appreciation by investing in debt and income generating equity securities, including investments in specialty finance businesses.

Media & Investor Contact:
Investor Relations
investorrelations@greatelmcap.com

Source: Great Elm Capital Corp.

The MIL Network –

January 25, 2025

MIL-OSI: National Fuel Gas Company Continues Peer Leading Sustainability Initiatives Through EO100TM and MiQ Programs

Source: GlobeNewswire (MIL-OSI)

WILLIAMSVILLE, N.Y., Oct. 30, 2024 (GLOBE NEWSWIRE) — National Fuel Gas Midstream Company, LLC (Midstream), the Gathering segment of National Fuel Gas Company (NYSE: NFG) (National Fuel or the Company), has been re-verified under Equitable Origin’s EO100™ Standard for Responsible Energy Development. The re-verification independently confirms that Midstream continues to adhere to the performance obligations earned under Midstream’s initial EO100™ certification, achieved in 2023, while also verifying Midstream’s commitment to the continuous improvement plan established upon initial certification. During the re-verification process completed in October 2024, Midstream was awarded an “A-” grade, with Midstream recognized as the first entity in the EO100™ framework to improve two grades following initial certification. 100% of Midstream’s natural gas gathering system assets were subject to a series of rigorous performance targets that fall under the five principles of the EO100™ Standard, including corporate governance and ethics; social impacts, human rights and community engagement; Indigenous Peoples’ rights; occupational health, safety and fair labor standards; and environmental impacts, biodiversity and climate change. Midstream was the first gathering or midstream company and second National Fuel subsidiary to earn EO100™ Standard certification, joining Seneca Resources Company, LLC (Seneca Resources), which previously achieved certification of 100% of its natural gas production under the EO100^TM Standard in 2021.

Furthermore, Seneca Resources, NFG’s Upstream segment, announced it has been re-certified by MiQ and was awarded an “A” grade (the highest certification level available) for 100% of its Appalachian natural gas production assets, which produce over 1 billion cubic feet of gross production per day. The MiQ certification focuses on three emissions criteria, including: methane intensity, practices to manage methane emissions, and emissions monitoring technology deployment.

“The EO100™ and MiQ re-certifications that Midstream and Seneca achieved demonstrate our dedication to sustainability through our proactive emissions reduction efforts and best practices,” said Justin Loweth, President of Seneca Resources Company, LLC and National Fuel Gas Midstream Company, LLC. “I am proud of the work our team has done to not only achieve these accolades, but their commitment to build upon these certifications, engraining these principles and practices into our everyday culture.”

About National Fuel Gas Company:
National Fuel is a diversified energy company headquartered in Western New York that operates an integrated collection of natural gas assets across four business segments: Exploration and Production, Pipeline and Storage, Gathering and Utility. Additional information about National Fuel is available at www.nationalfuel.com.

NFG Contacts:
Natalie Fischer
Analyst Contact
716-857-7315

Karen Merkel
Media Contact
716-857-7654

About Equitable Origin:
Equitable Origin is a non-profit organization that created the first market-based mechanism to recognize and reward responsible energy producers and to empower energy purchasers through independent, site-level certification. The EO100™ Standard for Responsible Energy Development is grounded in a set of comprehensive, globally applicable ESG performance targets developed with extensive stakeholder input. Certification against the EO100™ Standard promotes best practices and drives improvements in ESG performance while enabling a market for differentiated energy production. To learn more visit energystandards.org.

About MiQ:
MiQ is an independent not-for-profit established by RMI and SYSTEMIQ to facilitate a rapid reduction in methane emissions from the oil and gas sector. MiQ works with operators across the full supply chain to provide the data needed to understand and reduce methane emissions. To learn more visit miq.org.

Cautionary Statements
Certain statements contained herein, including statements identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “believes,” “will,” “may,” and similar expressions, and statements other than statements of historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. While National Fuel’s expectations, beliefs, and projections are expressed in good faith and are believed to have a reasonable basis, actual results may differ materially from those projected in forward-looking statements. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: (1) National Fuel’s ability to estimate accurately the time and resources necessary to implement new practices; (2) governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; and (3) the other risks and uncertainties described in (i) National Fuel’s most recent Annual Report on Form 10-K at Item 7, MD&A, and Quarterly Reports on Form 10-Q at Item 2, MD&A, under the heading “Safe Harbor for Forward-Looking Statements,” and (ii) the “Risk Factors” included in National Fuel’s most recent Annual Report on Form 10-K at Item 1A and Quarterly Reports on Form 10-Q at Item 1A. National Fuel disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof. Because of these risks and uncertainties, readers should not place undue reliance on these forward-looking statements or use them for anything other than their intended purpose.

The MIL Network –

January 25, 2025

MIL-OSI: NCS Multistage Holdings, Inc. Announces Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

Third Quarter Results

Total revenues of $44.0 million, a 15% year-over-year improvement, driven in part by increased international revenues
Net income of $4.1 million and diluted earnings per share of $1.60, compared to $4.4 million and diluted earnings per share of $1.77 one year ago
Adjusted EBITDA of $7.1 million, a $0.3 million year-over-year improvement
Cash flows from operating activities of $2.1 million for the first nine months of 2024; free cash flow less distributions to non-controlling interest of $0.4 million, a $3.3 million improvement over the first nine months of 2023
$15.3 million in cash and $8.6 million of total debt as of September 30, 2024

HOUSTON, Oct. 30, 2024 (GLOBE NEWSWIRE) — NCS Multistage Holdings, Inc. (Nasdaq: NCSM) (the “Company,” “NCS,” “we” or “us”), a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies, today announced its results for the quarter ended September 30, 2024.

Financial Review

Total revenues were $44.0 million for the quarter ended September 30, 2024 compared to $38.3 million for the third quarter of 2023. Revenue growth was driven by increases in international services revenues, U.S. product sales, and Canada product sales and services. These gains were partially offset by lower U.S. services revenues and international product sales. The significant increase in international revenues was driven by Middle East tracer work and North Sea frac systems, while the increase in the United States reflects higher frac plug and perforating gun sales by our joint venture, Repeat Precision, LLC (“Repeat Precision”). Despite the increase in U.S. revenues, customer activity continues to be negatively impacted by lower natural gas prices. The increase in our Canadian revenue was due in part to higher fracturing systems activity in 2024, as the prior year was impacted more significantly by Canadian wildfires stemming from drought conditions.

Compared to the second quarter of 2024, total revenues increased by 48%, with an increase in Canada of 139%, primarily due to seasonality associated with spring break-up in the second quarter. This increase was partially offset by a decline of 31% in international revenues, primarily associated with the timing of tracer service work in the Middle East, and a 6% decline in the United States.

Gross profit was $17.8 million, with a gross margin of 41%, for the third quarter of 2024, compared to $15.2 million, with a gross margin of 40%, for the third quarter of 2023. Gross margin for 2024 improved due to an increase in higher-margin international work in both the Middle East and North Sea, an increase in frac plug and perforating gun sales in the United States, as well as the benefits realized from operational restructurings enacted in 2023. Adjusted gross profit, which we define as total revenues less total cost of sales, exclusive of depreciation and amortization (“DD&A”), was $18.5 million, or an adjusted gross margin of 42%, for the third quarter of 2024, compared to $15.7 million, or 41%, for the third quarter of 2023.

Selling, general and administrative (“SG&A”) expenses totaled $14.1 million for the third quarter of 2024, an increase of $1.5 million compared to the same period in 2023. This increase in expense reflects a higher annual incentive bonus accrual year-over-year partially offset by the benefit of cost-saving measures implemented through our restructuring efforts in 2023.

Other income was $1.5 million for the third quarter of 2024 compared to $2.0 million for the third quarter of 2023. This change in other income is primarily attributable to the prior year recovery of unpaid invoices through a litigation settlement and the reversal of a legal contingency fee in 2023 that was not repeated in 2024. This was partially offset in 2024 by increases in royalty income from licensees and the benefit associated with our technical services and assistance agreement with our local partner in Oman.

Net income was $4.1 million, or $1.60 per diluted share, for the quarter ended September 30, 2024 compared to net income of $4.4 million, or $1.77 per diluted share for the quarter ended September 30, 2023.

Adjusted EBITDA was $7.1 million for the quarter ended September 30, 2024, an increase of $0.3 million compared to the same period a year ago. This improvement is primarily the result of an increase in higher-margin international projects partially offset by an increase in SG&A expenses due to higher annual incentive bonus accruals. Our resulting Adjusted EBITDA margin of 16% for the quarter ended September 30, 2024 compared to 18% for the same period a year ago.

Cash flow from operating activities for the nine months ended September 30, 2024 was $2.1 million, a $3.5 million improvement compared to the same period in 2023. For the nine months ended September 30, 2024, free cash flow, less distributions to non-controlling interest, provided cash of $0.4 million compared to a use of cash of $(3.0) million for the same period in 2023. The overall increase in free cash flow was largely attributed to our operating results, change in net working capital, and a reduction in net cash used in investing activities, partially offset by a distribution to our non-controlling interest.

Liquidity and Capital Expenditures

As of September 30, 2024, NCS had $15.3 million in cash and $8.6 million in total debt, and a borrowing base under the undrawn asset-based revolving credit facility (“ABL Facility”) of $21.7 million. Our working capital, defined as current assets minus current liabilities, was $77.3 million and $71.2 million as of September 30, 2024 and December 31, 2023, respectively.

Net working capital, calculated as working capital, less cash and excluding the current maturities of long-term debt, was $64.1 million and $56.3 million as of September 30, 2024 and December 31, 2023, respectively. The increase in our net working capital was primarily attributable to an increase in our accounts receivable, partially offset by an increase in accrued expenses.

NCS incurred capital expenditures, net of proceeds from the sale of property and equipment, of $0.7 million and $1.5 million for the nine months ended September 30, 2024 and 2023, respectively.

Review and Outlook

NCS’s Chief Executive Officer, Ryan Hummer commented, “NCS has continued to outperform expectations in a challenging market environment. This quarter marks the third consecutive quarter in which our total revenue has been at the high end or exceeded our expectations, and in which our Adjusted EBITDA exceeded the high end of our expectations.

Our revenue for the first nine months of 2024 of $117.6 million is over $10 million, or approximately 10%, higher than the same period last year. Importantly, we are also demonstrating the operating leverage in our business, with a modest improvement in gross margin percentage paired with a reduction in SG&A expenses for these periods. Our resulting Adjusted EBITDA of $14.1 million for the first nine months of 2024 is approximately 50% higher than the same period last year, a demonstration of the attractive incremental margins our business can generate as we grow.

This performance reflects the way our team has embraced and executed our core strategies to build upon our leading market positions, capitalize on international and offshore opportunities and to commercialize innovative solutions to complex customer challenges. One example of this is the 124% improvement in revenue derived outside North America for the first nine months of 2024 as compared to 2023, with international revenue comprising 10% of our total revenue in that period, as compared to 5% last year. Our multi-year efforts to grow our customer base in the North Sea and to enter certain markets in the Middle East are being rewarded.

Our team at NCS and Repeat Precision has delivered year-over-year revenue growth of 15% in the U.S. through the first nine months of the year, an impressive performance in light of meaningful reductions in industry activity, whether measured by the rig count or unconventional completion counts.

We are pairing this growth with improved free cash flow generation, with free cash flow after distributions to non-controlling interest for the first nine months of 2024 of $0.4 million, increasing by more than $3 million as compared to the same period in 2023. We maintain a net cash position of $6.7 million, and had total liquidity of over $37 million as of September 30, 2024, which includes our cash on hand and availability under our undrawn revolving credit facility.

We expect that we will continue to deliver improved revenue performance in the fourth quarter of 2024 as compared to 2023 in each of the U.S., Canada and international markets. However, sequentially we expect a 5-15% reduction in revenue in each of these markets, reflecting the potential for a more significant reduction in year-end activity than in prior years for the U.S. and Canadian markets due to industry drilling and completion efficiencies, and more challenging winter operating conditions in selected international markets, including the North Sea.

We believe the value that we bring to our customers across our product and service portfolio, our continued product and service innovation, and our targeted efforts to penetrate international markets positions us to outperform the anticipated changes in industry drilling and completion activity. As demonstrated thus far in 2024, we believe that this revenue growth, paired with previously enacted and continued efforts to control our operating expenses, will enable higher year-over-year Adjusted EBITDA Margins.

These results are reflective of the talent, effort and dedication of the outstanding team at NCS and at Repeat Precision. By delivering on our core strategies, we are providing extraordinary outcomes to our customers, driving innovation in the industry and creating value for our shareholders.”

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Diluted Share, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital are non-GAAP financial measures. For an explanation of these measures and a reconciliation, refer to “Non-GAAP Financial Measures” below.

Conference Call

The Company will host a conference call to discuss its third quarter 2024 results and updated guidance on Thursday, October 31, 2024 at 7:30 a.m. Central Time (8:30 a.m. Eastern Time). The conference call will be available via a live audio webcast. Participants who wish to ask questions may register for the call here to receive the dial-in numbers and unique PIN. If you wish to join the conference call but do not plan to ask questions, you may join the listen-only webcast here. The live webcast can also be accessed by visiting the Investors section of the Company’s website at ir.ncsmultistage.com. It is recommended that participants join at least 10 minutes prior to the event start.

The replay will be available in the Investors section of the Company’s website shortly after the conclusion of the call and will remain available for approximately seven days.

About NCS Multistage Holdings, Inc.

NCS Multistage Holdings, Inc. is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies. NCS provides products and services primarily to exploration and production companies for use in onshore and offshore wells, predominantly wells that have been drilled with horizontal laterals in both unconventional and conventional oil and natural gas formations. NCS’s products and services are utilized in oil and natural gas basins throughout North America and in selected international markets, including the North Sea, the Middle East, Argentina and China. NCS’s common stock is traded on the Nasdaq Capital Market under the symbol “NCSM.” Additional information is available on the website, www.ncsmultistage.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. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: declines in the level of oil and natural gas exploration and production activity in Canada, the United States and internationally; oil and natural gas price fluctuations; significant competition for our products and services that results in pricing pressures, reduced sales, or reduced market share; inability to successfully implement our strategy of increasing sales of products and services into the U.S. and international markets; loss of significant customers; losses and liabilities from uninsured or underinsured business activities and litigation; our failure to identify and consummate potential acquisitions; the financial health of our customers including their ability to pay for products or services provided; our inability to integrate or realize the expected benefits from acquisitions; our inability to achieve suitable price increases to offset the impacts of cost inflation; loss of any of our key suppliers or significant disruptions negatively impacting our supply chain; risks in attracting and retaining qualified employees and key personnel; risks resulting from the operations of our joint venture arrangement; currency exchange rate fluctuations; impact of severe weather conditions; our inability to accurately predict customer demand, which may result in us holding excess or obsolete inventory; impairment in the carrying value of long-lived assets including goodwill; failure to comply with or changes to federal, state and local and non-U.S. laws and other regulations, including anti-corruption and environmental regulations, guidelines and regulations for the use of explosives; change in trade policy, including the impact of tariffs; our inability to successfully develop and implement new technologies, products and services that align with the needs of our customers, including addressing the shift to more non-traditional energy markets as part of the energy transition; our inability to protect and maintain critical intellectual property assets or losses and liabilities from adverse decisions in intellectual property disputes; loss of, or interruption to, our information and computer systems; system interruptions or failures, including complications with our enterprise resource planning system, cybersecurity breaches, identity theft or other disruptions that could compromise our information; our failure to establish and maintain effective internal control over financial reporting; restrictions on the availability of our customers to obtain water essential to the drilling and hydraulic fracturing processes; changes in legislation or regulation governing the oil and natural gas industry, including restrictions on emissions of greenhouse gases; our inability to meet regulatory requirements for use of certain chemicals by our tracer diagnostics business; the reduction in our ABL Facility borrowing base or our inability to comply with the covenants in our debt agreements; and our inability to obtain sufficient liquidity on reasonable terms, or at all and other factors discussed or referenced in our filings made from time to time with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Contact

Mike Morrison
Chief Financial Officer and Treasurer
(281) 453-2222
IR@ncsmultistage.com

NCS MULTISTAGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Revenues
Product sales	$	31,675		$	27,286		$	82,455		$	76,149
Services		12,331			10,993			35,099			31,075
Total revenues		44,006			38,279			117,554			107,224
Cost of sales
Cost of product sales, exclusive of depreciation and amortization expense shown below		19,408			17,118			51,309			47,945
Cost of services, exclusive of depreciation and amortization expense shown below		6,066			5,449			18,171			16,564
Total cost of sales, exclusive of depreciation and amortization expense shown below		25,474			22,567			69,480			64,509
Selling, general and administrative expenses		14,139			12,669			42,789			43,297
Depreciation		1,188			1,001			3,395			2,892
Amortization		168			168			502			502
Income (loss) from operations		3,037			1,874			1,388			(3,976	)
Other income (expense)
Interest expense, net		(108	)		(27	)		(323	)		(447	)
Provision for litigation, net of recoveries		—			(98	)		—			(42,498	)
Other income, net		1,523			1,983			4,863			3,753
Foreign currency exchange gain (loss), net		217			(157	)		(788	)		(79	)
Total other income (expense)		1,632			1,701			3,752			(39,271	)
Income (loss) before income tax		4,669			3,575			5,140			(43,247	)
Income tax (benefit) expense		(35	)		(537	)		722			(287	)
Net income (loss)		4,704			4,112			4,418			(42,960	)
Net income (loss) attributable to non-controlling interest		557			(296	)		1,296			(168	)
Net income (loss) attributable to NCS Multistage Holdings, Inc.	$	4,147		$	4,408		$	3,122		$	(42,792	)
Earnings (loss) per common share
Basic earnings (loss) per common share attributable to NCS Multistage Holdings, Inc.	$	1.63		$	1.78		$	1.23		$	(17.33	)
Diluted earnings (loss) per common share attributable to NCS Multistage Holdings, Inc.	$	1.60		$	1.77		$	1.21		$	(17.33	)
Weighted average common shares outstanding
Basic		2,548			2,479			2,535			2,469
Diluted		2,588			2,489			2,571			2,469

NCS MULTISTAGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS*
(In thousands, except share data)
(Unaudited)

	September 30,			December 31,
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	15,330		$	16,720
Accounts receivable—trade, net		36,652			23,981
Inventories, net		41,199			41,612
Prepaid expenses and other current assets		1,996			1,862
Other current receivables		4,276			4,042
Insurance receivable		—			15,000
Total current assets		99,453			103,217
Noncurrent assets
Property and equipment, net		22,656			23,336
Goodwill		15,222			15,222
Identifiable intangibles, net		3,905			4,407
Operating lease assets		3,644			4,847
Deposits and other assets		777			937
Deferred income taxes, net		186			66
Total noncurrent assets		46,390			48,815
Total assets	$	145,843		$	152,032
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable—trade	$	7,512		$	6,227
Accrued expenses		6,874			3,702
Income taxes payable		713			364
Operating lease liabilities		1,388			1,583
Accrual for legal contingencies		—			15,000
Current maturities of long-term debt		2,111			1,812
Other current liabilities		3,511			3,370
Total current liabilities		22,109			32,058
Noncurrent liabilities
Long-term debt, less current maturities		6,525			6,344
Operating lease liabilities, long-term		2,588			3,775
Other long-term liabilities		200			213
Deferred income taxes, net		311			249
Total noncurrent liabilities		9,624			10,581
Total liabilities		31,733			42,639
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at September 30, 2024 and December 31, 2023		—			—
Common stock, $0.01 par value, 11,250,000 shares authorized, 2,557,648 shares issued and 2,502,680 shares outstanding at September 30, 2024 and 2,482,796 shares issued and 2,443,744 shares outstanding at December 31, 2023		26			25
Additional paid-in capital		446,721			444,638
Accumulated other comprehensive loss		(86,300	)		(85,752	)
Retained deficit		(262,495	)		(265,617	)
Treasury stock, at cost, 54,968 shares at September 30, 2024 and 39,052 shares at December 31, 2023		(1,913	)		(1,676	)
Total stockholders’ equity		96,039			91,618
Non-controlling interest		18,071			17,775
Total equity		114,110			109,393
Total liabilities and stockholders’ equity	$	145,843		$	152,032

_____________________
* Preliminary

NCS MULTISTAGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Nine Months Ended
	September 30,
	2024			2023
Cash flows from operating activities
Net income (loss)	$	4,418		$	(42,960	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		3,897			3,394
Amortization of deferred loan costs		155			153
Share-based compensation		3,403			4,198
Provision for inventory obsolescence		945			256
Deferred income tax expense		3			147
Gain on sale of property and equipment		(363	)		(423	)
Provision for credit losses		44			112
Provision for litigation, net of recoveries		—			42,498
Net foreign currency unrealized loss (gain)		855			(127	)
Proceeds from note receivable		61			338
Changes in operating assets and liabilities:
Accounts receivable—trade		(13,050	)		(2,847	)
Inventories, net		(1,210	)		(6,356	)
Prepaid expenses and other assets		821			544
Accounts payable—trade		1,124			2,894
Accrued expenses		3,224			(1,025	)
Other liabilities		(2,433	)		(2,023	)
Income taxes receivable/payable		188			(219	)
Net cash provided by (used in) operating activities		2,082			(1,446	)
Cash flows from investing activities
Purchases of property and equipment		(1,083	)		(1,704	)
Purchase and development of software and technology		(70	)		(263	)
Proceeds from sales of property and equipment		421			454
Net cash used in investing activities		(732	)		(1,513	)
Cash flows from financing activities
Payments on finance leases		(1,442	)		(1,159	)
Line of credit borrowings		3,062			11,702
Payments of line of credit borrowings		(3,062	)		(11,758	)
Treasury shares withheld		(237	)		(265	)
Distribution to noncontrolling interest		(1,000	)		—
Net cash used in financing activities		(2,679	)		(1,480	)
Effect of exchange rate changes on cash and cash equivalents		(61	)		(397	)
Net change in cash and cash equivalents		(1,390	)		(4,836	)
Cash and cash equivalents beginning of period		16,720			16,234
Cash and cash equivalents end of period	$	15,330		$	11,398
Noncash investing and financing activities
Assets obtained in exchange for new finance lease liabilities	$	2,145		$	1,665
Assets obtained in exchange for new operating lease liabilities	$	—		$	1,791

NCS MULTISTAGE HOLDINGS, INC.
REVENUES BY GEOGRAPHIC AREA
(In thousands)
(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
United States
Product sales	$	9,489	$	5,200	$	25,806	$	20,202
Services		1,645		2,812		7,130		8,511
Total United States		11,134		8,012		32,936		28,713
Canada
Product sales		22,140		21,531		53,078		54,062
Services		6,725		6,613		19,514		19,074
Total Canada		28,865		28,144		72,592		73,136
Other Countries
Product sales		46		555		3,571		1,885
Services		3,961		1,568		8,455		3,490
Total other countries		4,007		2,123		12,026		5,375
Total
Product sales		31,675		27,286		82,455		76,149
Services		12,331		10,993		35,099		31,075
Total revenues	$	44,006	$	38,279	$	117,554	$	107,224

NCS MULTISTAGE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)
(Unaudited)

Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Diluted Share, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital (our “non-GAAP financial measures”) are not defined under generally accepted accounting principles (“GAAP”), are not measures of net income (loss), income (loss) from operations, gross profit and gross margin (inclusive of DD&A), cash provided by (used in) operating activities, working capital or any other performance measure derived in accordance with GAAP, and are subject to important limitations. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies in our industry and are not measures of performance calculated in accordance with GAAP. Our non-GAAP financial measures have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our financial performance as reported under GAAP, and they should not be considered as alternatives to net income (loss), income (loss) from operations, gross profit, gross margin, cash provided by (used in) operating activities, working capital or any other performance measures derived in accordance with GAAP as measures of operating performance or as alternatives to cash flow from operating activities as measures of our liquidity.

However, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Diluted Share, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital are key metrics that management uses to assess the period-to-period performance of our core business operations or metrics that enable investors to assess our performance from period to period to evaluate our performance relative to other companies that are not subject to such factors, or who may provide similar non-GAAP measures in their public disclosures.

The tables below set forth reconciliations of our non-GAAP financial measures to the most directly comparable measures of financial performance calculated under GAAP:

NET WORKING CAPITAL*

Net working capital is defined as total current assets, excluding cash and cash equivalents, minus total current liabilities, excluding current maturities of long-term debt. Net working capital excludes cash and cash equivalents and current maturities of long-term debt in order to evaluate the investments in working capital that we believe are required to support our business. We believe that net working capital is useful in analyzing the cash flow and working capital needs of the Company, including determining the efficiencies of our operations and our ability to readily convert assets into cash.

	September 30,			December 31,
	2024			2023
Working capital	$	77,344		$	71,159
Cash and cash equivalents		(15,330	)		(16,720	)
Current maturities of long term debt		2,111			1,812
Net working capital	$	64,125		$	56,251

_____________________
*Preliminary

NCS MULTISTAGE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)
(Unaudited)

ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN

Adjusted gross profit is defined as total revenues minus cost of sales, exclusive of depreciation and amortization expense, which we present as a separate line item in our statement of operations. Adjusted gross margin represents adjusted gross profit as a percentage of total revenues.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Total revenues	$	44,006		$	38,279		$	117,554		$	107,224
Total cost of sales, exclusive of depreciation and amortization expense		25,474			22,567			69,480			64,509
Total depreciation and amortization associated with cost of sales		699			558			1,968			1,601
Gross Profit	$	17,833		$	15,154		$	46,106		$	41,114
Gross Margin		41	%		40	%		39	%		38	%
Exclude total depreciation and amortization associated with cost of sales		(699	)		(558	)		(1,968	)		(1,601	)
Adjusted Gross Profit	$	18,532		$	15,712		$	48,074		$	42,715
Adjusted Gross Margin		42	%		41	%		41	%		40	%

ADJUSTED NET INCOME (LOSS) AND ADJUSTED EARNINGS (LOSS) PER DILUTED SHARE

Adjusted net income (loss) is defined as net income (loss) attributable to NCS Multistage Holdings, Inc. adjusted to exclude certain items which we believe are not reflective of ongoing performance. Adjusted income (loss) per diluted share is defined as adjusted net income (loss) divided by our diluted weighted average common shares outstanding during the relevant period.

	Three Months Ended										Nine Months Ended
	September 30, 2024						September 30, 2023				September 30, 2024						September 30, 2023
	Effect on Net Income			Impact on Diluted Earnings Per Share			Effect on Net Income		Impact on Diluted Earnings Per Share		Effect on Net Income			Impact on Diluted Earnings Per Share			Effect on Net (Loss) Income			Impact on Diluted (Loss) Earnings Per Share
Net income (loss) attributable to NCS Multistage Holdings, Inc.	$	4,147		$	1.60		$	4,408	$	1.77	$	3,122		$	1.21		$	(42,792	)	$	(17.33	)
Adjustments
Provision for litigation, net of recoveries (a)		—			—			98		0.04		—			—			42,498			17.21
Foreign currency exchange (gain) loss (b)		(262	)		(0.10	)		237		0.10		679			0.26			132			0.06
Income tax impact from adjustments (c)		2			—			1		—		(90	)		(0.03	)		303			0.12
Adjusted net income attributable to NCS Multistage Holdings, Inc.	$	3,887		$	1.50		$	4,744	$	1.91	$	3,711		$	1.44		$	141		$	0.06

__________________

(a)	Represents litigation provision primarily associated with a legal matter in Texas for the nine months ended September 30, 2023. In December 2023, we settled the matter where the insurance carrier agreed to pay the mutually-agreed settlement amounts to the plaintiff in January 2024, resulting in no cash payments by NCS.
(b)	Represents realized and unrealized foreign currency exchange gains and losses attributable to NCS Multistage Holdings, Inc. primarily due to movement in the foreign currency exchange rates during the applicable periods.
(c)	Represents income tax impacts based on applicable effective tax rates.

NCS MULTISTAGE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)

EBITDA, ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN, AND ADJUSTED EBITDA LESS SHARE-BASED COMPENSATION

EBITDA is defined as net income (loss) before interest expense, net, income tax expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items which we believe are not reflective of ongoing operating performance or which, in the case of share-based compensation, is non-cash in nature. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues. Adjusted EBITDA Less Share-Based Compensation is defined as Adjusted EBITDA minus share-based compensation expense. We believe that Adjusted EBITDA is an important measure that excludes costs that management believes do not reflect our ongoing operating performance, legal proceedings for intellectual property as further described below, and certain costs associated with our capital structure. We believe that Adjusted EBITDA Less Share-Based Compensation presents our financial performance in a manner that is comparable to the presentation provided by many of our peers.

We periodically incur legal costs associated with the assertion of, or defense of, intellectual property, which we exclude from our definition of Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation, unless we believe that settlement will occur prior to any material legal spend (included in the table below as “Professional Fees”). Although these costs may recur between periods, depending on legal matters then outstanding or in process, we believe the timing of when these costs are incurred does not typically match the settlement or recoveries associated with such matters, and therefore, can distort our operating results. Similarly, we exclude from Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation the one-time settlement or recovery payment associated with these excluded legal matters when realized but would not exclude any go forward royalties or payments, if applicable. We expect to continue to incur these legal costs for current matters under appeal and for any future cases that may go to trial, provided that the amount will vary by period.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Net income (loss)	$	4,704		$	4,112		$	4,418		$	(42,960	)
Income tax (benefit) expense		(35	)		(537	)		722			(287	)
Interest expense, net		108			27			323			447
Depreciation		1,188			1,001			3,395			2,892
Amortization		168			168			502			502
EBITDA		6,133			4,771			9,360			(39,406	)
Provision for litigation, net of recoveries (a)		—			98			—			42,498
Share-based compensation (b)		651			1,328			2,084			3,285
Professional fees (c)		333			(375	)		1,263			1,286
Foreign currency exchange (gain) loss (d)		(217	)		157			788			79
Severance and other termination benefits (e)		—			671			—			980
Other (f)		175			145			573			698
Adjusted EBITDA	$	7,075		$	6,795		$	14,068		$	9,420
Adjusted EBITDA Margin		16	%		18	%		12	%		9	%
Adjusted EBITDA Less Share-Based Compensation	$	6,424		$	5,467		$	11,984		$	6,135

___________________

(a)	Represents litigation provision primarily associated with a legal matter in Texas. See footnote (a) in the “Adjusted Net Income (Loss) and Adjusted Earnings (Loss) per Diluted Share” table above for more information.
(b)	Represents non-cash compensation charges related to share-based compensation granted to our officers, employees and directors.
(c)	Represents non-capitalizable costs of professional services primarily incurred or reversed in connection with our legal proceedings associated with the assertion of, or defense of, intellectual property as further described above as well as the cost incurred for the evaluation of potential strategic transactions.
(d)	Represents realized and unrealized foreign currency exchange gains and losses primarily due to movement in the foreign currency exchange rates during the applicable periods.
(e)	Represents certain expenses associated with consolidations of our tracer diagnostics business operations and Repeat Precision’s manufacturing operations in Mexico.
(f)	Represents the impact of a research and development subsidy that is included in income tax expense in accordance with GAAP along with other charges and credits.

NCS MULTISTAGE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)

FREE CASH FLOW AND FREE CASH FLOW LESS DISTRIBUTIONS TO NON-CONTROLLING INTEREST

Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment (inclusive of the purchase and development of software and technology) plus proceeds from sales of property and equipment, as presented in our consolidated statement of cash flows. We define free cash flow less distributions to non-controlling interest as free cash flow less amounts reported in the financing activities section of the statement of cash flows as distributions to non-controlling interest. We believe free cash flow is useful because it provides information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures and other investment needs. We believe that free cash flow less distributions to non-controlling interest is useful because it provides information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures, other investment needs, and cash distributions to our joint venture partner.

	Nine Months Ended
	September 30,
	2024			2023
Net cash provided by (used in) operating activities	$	2,082		$	(1,446	)
Purchases of property and equipment		(1,083	)		(1,704	)
Purchase and development of software and technology		(70	)		(263	)
Proceeds from sales of property and equipment		421			454
Free cash flow	$	1,350		$	(2,959	)
Distributions to non-controlling interest		(1,000	)		—
Free cash flow less distributions to non-controlling interest	$	350		$	(2,959	)

The MIL Network –

January 25, 2025

MIL-OSI: Transocean Ltd. Reports Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

	Three months ended											Three months ended
	September 30,				June 30,				sequential			September 30,				year-over-year
	2024				2024				change			2023				change
(In millions, except per share amounts, percentages and backlog)
Contract drilling revenues	$	948			$	861			$	87		$	713			$	235
Adjusted contract drilling revenues	$	948			$	861			$	87		$	721			$	227
Revenue efficiency ⁽¹⁾		94.5		%		96.9		%					95.4		%
Operating and maintenance expense	$	563			$	534			$	29		$	524			$	39
Net loss attributable to controlling interest	$	(494	)		$	(123	)		$	(371	)	$	(220	)		$	(274	)
Diluted loss per share	$	(0.58	)		$	(0.15	)		$	(0.43	)	$	(0.28	)		$	(0.30	)

Adjusted EBITDA	$	342			$	284			$	58		$	162			$	180
Adjusted EBITDA margin		36.0		%		33.0		%					22.5		%
Adjusted net income (loss)	$	64			$	(123	)		$	187		$	(280	)		$	344
Adjusted diluted earnings (loss) per share	$	—			$	(0.15	)		$	0.15		$	(0.36	)		$	0.36


Backlog as of the October 2024 Fleet Status Report	$	9.3		billion

STEINHAUSEN, Switzerland, Oct. 30, 2024 (GLOBE NEWSWIRE) — Transocean Ltd. (NYSE: RIG) today reported a net loss attributable to controlling interest of $494 million, $0.58 per diluted share, for the three months ended September 30, 2024.

Third quarter results included net unfavorable items of $558 million or $0.58 per diluted share as follows:

$617 million, $0.64 per diluted share, loss on impairment of assets, net of tax.

Partially offset by:

$21 million , $0.02 per diluted share, gain on retirement of debt; and
$38 million, $0.04 per diluted share, discrete tax items, net.

After consideration of these net unfavorable items, third quarter 2024 adjusted net income was $64 million.

Contract drilling revenues for the three months ended September 30, 2024, increased sequentially by $87 million to $948 million, primarily due to increased rig utilization, increased dayrates for two rigs, higher reimbursement revenues and a full quarter of revenues from the newbuild ultra-deepwater drillship Deepwater Aquila, partially offset by lower revenue efficiency across the fleet.

Operating and maintenance expense was $563 million, compared with $534 million in the prior quarter. The sequential increase was the result of increased fleet activity, including a full quarter of operations from Deepwater Aquila, partially offset by reduced operating costs related to Transocean Norge following the acquisition of Orion Holdings (Cayman) Limited in June 2024.

General and administrative expense was $47 million, down from $59 million in the second quarter. The decrease was primarily due to reduced costs associated with the early retirement of certain personnel and lower professional fees.

Interest expense net of capitalized amounts was $154 million, compared to $143 million in the prior quarter, excluding the favorable adjustment of $74 million and $69 million in the third and second quarter, respectively, for the fair value of the bifurcated exchange feature related to the 4.625% exchangeable bonds. Interest income was $11 million, compared to $14 million in the prior quarter.

The Effective Tax Rate⁽²⁾ was 6.0%, down from 474.5% in the prior quarter. The decrease was primarily due to rig impairments, rig sales and other ordinary movement in income before tax. The Effective Tax Rate excluding discrete items was 22.5% compared to 416.3% in the previous quarter.

Cash provided by operating activities was $194 million during the third quarter of 2024, representing an increase of $61 million compared to the prior quarter. The sequential increase was primarily due to increased operating activities, improved cash collected from customers and timing of payments to suppliers, partially offset by higher interest payments.

Third quarter 2024 capital expenditures of $58 million were primarily associated with Deepwater Aquila. This compares with $84 million in the prior quarter.

“As illustrated by the nearly $1.3 billion in backlog booked in the third quarter, including the recent award for Deepwater Conqueror, the demand for our fleet of high specification ultra-deepwater and harsh environment rigs remains strong,” said Chief Executive Officer, Jeremy Thigpen. “With these most recent awards, more than 97% of Transocean’s active fleet is contracted in 2025, once again demonstrating that our customers clearly recognize Transocean’s unique capabilities – our rigs, crews and superior operational performance – add value to their programs.”

Thigpen concluded, “With approximately $9.3 billion in backlog, and clear visibility to future demand, we will remain focused on delivering safe, reliable and efficient operations for our customers and continue to maximize cash generation to improve our balance sheet, as we did in the third quarter with $136 million of free cash flow.”

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

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

About Transocean

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

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

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

Conference Call Information

Transocean will conduct a teleconference starting at 9 a.m. EDT, 2 p.m. CET, on Thursday, October 31, 2024, to discuss the results. To participate, dial +1 785-424-1226 and refer to conference code 827284 approximately 15 minutes prior to the scheduled start time.

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

A replay of the conference call will be available after 12 p.m. EDT, 5 p.m. CET, on Thursday, October 31, 2024. The replay, which will be archived for approximately 30 days, can be accessed at +1 402-220-9184, passcode 827284. The replay will also be available on the company’s website.

Forward-Looking Statements

The statements described herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements could contain words such as “possible,” “intend,” “will,” “if,” “expect,” or other similar expressions. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations, planned shipyard projects and other out-of-service time, sales of drilling units, timing of the company’s newbuild deliveries, operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the fluctuation of current and future prices of oil and gas, the global and regional supply and demand for oil and gas, the intention to scrap certain drilling rigs, the success of our business following prior acquisitions, the effects of the spread of and mitigation efforts by governments, businesses and individuals related to contagious illnesses, and other factors, including those and other risks discussed in the company’s most recent Annual Report on Form 10-K for the year ended December 31, 2023, and in the company’s other filings with the SEC, which are available free of charge on the SEC’s website at: www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law. All non-GAAP financial measure reconciliations to the most comparative GAAP measure are displayed in quantitative schedules on the company’s website at: www.deepwater.com.

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

Notes

(1)

Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations. See the accompanying schedule entitled “Revenue Efficiency.”

(2)

Effective Tax Rate is defined as income tax expense or benefit divided by income or loss before income taxes. See the accompanying schedule entitled “Supplemental Effective Tax Rate Analysis.”

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

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

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
	Three months ended						Nine months ended
	September 30,						September 30,
	2024			2023			2024			2023

Contract drilling revenues	$	948		$	713		$	2,572		$	2,091

Costs and expenses
Operating and maintenance		563			524			1,620			1,417
Depreciation and amortization		190			192			559			560
General and administrative		47			44			158			137
		800			760			2,337			2,114

Loss on impairment of assets		(629	)		(5	)		(772	)		(58	)
Loss on disposal of assets, net		(4	)		(3	)		(10	)		(173	)
Operating loss		(485	)		(55	)		(547	)		(254	)

Other income (expense), net
Interest income		11			12			40			42
Interest expense, net of amounts capitalized		(80	)		(232	)		(271	)		(649	)
Gain (loss) on retirement of debt		21			—			161			(32	)
Other, net		8			12			32			35
		(40	)		(208	)		(38	)		(604	)
Loss before income tax benefit		(525	)		(263	)		(585	)		(858	)
Income tax benefit		(31	)		(43	)		(66	)		(8	)

Net loss		(494	)		(220	)		(519	)		(850	)
Net income attributable to noncontrolling interest		—			—			—			—
Net loss attributable to controlling interest	$	(494	)	$	(220	)	$	(519	)	$	(850	)

Loss per share
Basic	$	(0.56	)	$	(0.28	)	$	(0.62	)	$	(1.13	)
Diluted	$	(0.58	)	$	(0.28	)	$	(0.65	)	$	(1.13	)

Weighted-average shares outstanding
Basic		879			774			840			755
Diluted		954			774			915			755

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
	September 30,			December 31,
	2024			2023
Assets
Cash and cash equivalents	$	435		$	762
Accounts receivable, net of allowance of $2 at September 30, 2024 and December 31, 2023		594			512
Materials and supplies, net of allowance of $176 and $198 at September 30, 2024 and December 31, 2023, respectively		425			426
Assets held for sale		345			49
Restricted cash and cash equivalents		365			233
Other current assets		179			144
Total current assets		2,343			2,126

Property and equipment		22,412			23,875
Less accumulated depreciation		(6,424	)		(6,934	)
Property and equipment, net		15,988			16,941
Contract intangible assets		—			4
Deferred tax assets, net		165			44
Other assets		1,014			1,139
Total assets	$	19,510		$	20,254

Liabilities and equity
Accounts payable	$	255		$	323
Accrued income taxes		13			23
Debt due within one year		457			370
Other current liabilities		706			681
Total current liabilities		1,431			1,397

Long-term debt		6,503			7,043
Deferred tax liabilities, net		570			540
Other long-term liabilities		778			858
Total long-term liabilities		7,851			8,441

Commitments and contingencies

Shares, $0.10 par value, 1,057,879,029 authorized, 141,262,093 conditionally authorized, 940,828,901 issued
and 875,803,595 outstanding at September 30, 2024, and CHF 0.10 par value, 1,021,294,549 authorized,
142,362,093 conditionally authorized, 843,715,858 issued and 809,030,846 outstanding at December 31, 2023		87			81
Additional paid-in capital		14,871			14,544
Accumulated deficit		(4,552	)		(4,033	)
Accumulated other comprehensive loss		(179	)		(177	)
Total controlling interest shareholders’ equity		10,227			10,415
Noncontrolling interest		1			1
Total equity		10,228			10,416
Total liabilities and equity	$	19,510		$	20,254

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
	Nine months ended
	September 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(519	)	$	(850	)
Adjustments to reconcile to net cash provided by operating activities:
Amortization of contract intangible asset		4			45
Depreciation and amortization		559			560
Share-based compensation expense		38			30
Loss on impairment of assets		772			58
Loss on impairment of investment in unconsolidated affiliate		5			—
Loss on disposal of assets, net		10			173
Fair value adjustment to bifurcated compound exchange feature		(153	)		272
Amortization of debt-related balances, net		39			38
(Gain) loss on retirement of debt		(161	)		32
Deferred income tax expense (benefit)		(91	)		1
Other, net		(6	)		21
Changes in deferred revenues, net		98			40
Changes in deferred costs, net		(26	)		(125	)
Changes in other operating assets and liabilities, net		(328	)		(229	)
Net cash provided by operating activities		241			66

Cash flows from investing activities
Capital expenditures		(225	)		(207	)
Investment in loans to unconsolidated affiliates		(3	)		(3	)
Investment in equity of unconsolidated affiliate		—			(10	)
Proceeds from disposal of assets, net of costs to sell		99			10
Cash acquired in acquisition of unconsolidated affiliates		5			7
Net cash used in investing activities		(124	)		(203	)

Cash flows from financing activities
Repayments of debt		(2,073	)		(1,707	)
Proceeds from issuance of debt, net of issue costs		1,767			1,664
Other, net		(6	)		(3	)
Net cash used in financing activities		(312	)		(46	)

Net decrease in unrestricted and restricted cash and cash equivalents		(195	)		(183	)
Unrestricted and restricted cash and cash equivalents, beginning of period		995			991
Unrestricted and restricted cash and cash equivalents, end of period	$	800		$	808

TRANSOCEAN LTD. AND SUBSIDIARIES
FLEET OPERATING STATISTICS


	Three months ended
	September 30,		June 30,		September 30,
Contract Drilling Revenues (in millions)	2024		2024		2023
Ultra-deepwater floaters	$	668	$	606	$	516
Harsh environment floaters		280		255		197
Total contract drilling revenues	$	948	$	861	$	713

	Three months ended
	September 30,		June 30,		September 30,
Average Daily Revenue ⁽¹⁾	2024		2024		2023
Ultra-deepwater floaters	$	426,700	$	433,900	$	406,500
Harsh environment floaters		464,900		449,600		357,400
Total fleet average daily revenue	$	436,800	$	438,300	$	391,300

	Three months ended
	September 30,		June 30,		September 30,
Utilization ⁽²⁾	2024		2024		2023
Ultra-deepwater floaters	60.7	%	53.5	%	45.0	%
Harsh environment floaters	75.0	%	73.0	%	63.0	%
Total fleet average rig utilization	63.9	%	57.8	%	49.4	%

	Three months ended
	September 30,		June 30,		September 30,
Revenue Efficiency ⁽³⁾	2024		2024		2023
Ultra-deepwater floaters	92.5	%	96.5	%	94.3	%
Harsh environment floaters	100.1	%	98.1	%	98.1	%
Total fleet average revenue efficiency	94.5	%	96.9	%	95.4	%


⁽¹⁾ Average daily revenue is defined as operating revenues, excluding revenues for contract terminations, reimbursements and contract intangible amortization, earned per operating day. An operating day is defined as a day for which a rig is contracted to earn a dayrate during the firm contract period after operations commence.

⁽²⁾ Rig utilization is defined as the total number of operating days divided by the total number of rig calendar days in the measurement period, expressed as a percentage.

⁽³⁾ Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations.

TRANSOCEAN LTD. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
ADJUSTED NET INCOME (LOSS) AND ADJUSTED DILUTED EARNINGS (LOSS) PER SHARE
(in millions, except per share data)


	YTD			QTD			YTD			QTD			YTD
	09/30/24			09/30/24			06/30/24			06/30/24			03/31/24
Adjusted Net Income (Loss)
Net income (loss) attributable to controlling interest, as reported	$	(519	)	$	(494	)	$	(25	)	$	(123	)	$	98
Loss on impairment of assets, net of tax		755			617			138			138			—
Loss on impairment of investment in unconsolidated affiliates		5			—			5			4			1
Gain on retirement of debt		(161	)		(21	)		(140	)		(140	)		—
Discrete tax items		(161	)		(38	)		(123	)		(2	)		(121	)
Net income (loss), as adjusted	$	(81	)	$	64		$	(145	)	$	(123	)	$	(22	)

Adjusted Diluted Earnings (Loss) Per Share:
Diluted earnings (loss) per share, as reported	$	(0.65	)	$	(0.58	)	$	(0.03	)	$	(0.15	)	$	0.11
Loss on impairment of assets, net of tax		0.82			0.64			0.17			0.17			—
Loss on impairment of investment in unconsolidated affiliates		0.01			—			—			—			—
Gain on retirement of debt		(0.18	)		(0.02	)		(0.17	)		(0.17	)		—
Discrete tax items		(0.18	)		(0.04	)		(0.15	)		—			(0.14	)
Diluted earnings (loss) per share, as adjusted	$	(0.18	)	$	—		$	(0.18	)	$	(0.15	)	$	(0.03	)

	YTD			QTD			YTD			QTD			YTD			QTD			YTD
	12/31/23			12/31/23			09/30/23			09/30/23			06/30/23			06/30/23			03/31/23
Adjusted Net Loss
Net loss attributable to controlling interest, as reported	$	(954	)	$	(104	)	$	(850	)	$	(220	)	$	(630	)	$	(165	)	$	(465	)
Loss on impairment of assets		57			(1	)		58			5			53			53			—
Loss on disposal of assets, net		169			—			169			—			169			—			169
Loss on impairment of investment in unconsolidated affiliate		5			5			—			—			—			—			—
Loss on conversion of debt to equity		27			24			3			—			3			3			—
(Gain) loss on retirement of debt		31			(1	)		32			—			32			—			32
Discrete tax items		(74	)		3			(77	)		(65	)		(12	)		(1	)		(11	)
Net loss, as adjusted	$	(739	)	$	(74	)	$	(665	)	$	(280	)	$	(385	)	$	(110	)	$	(275	)

Adjusted Diluted Loss Per Share:
Diluted loss per share, as reported	$	(1.24	)	$	(0.13	)	$	(1.13	)	$	(0.28	)	$	(0.85	)	$	(0.22	)	$	(0.64	)
Loss on impairment of assets		0.07			—			0.08			0.01			0.07			0.07			—
Loss on disposal of assets, net		0.22			—			0.23			—			0.23			—			0.23
Loss on impairment of investment in unconsolidated affiliate		0.01			0.01			—			—			—			—			—
Loss on conversion of debt to equity		0.04			0.03			—			—			—			—			—
(Gain) loss on retirement of debt		0.04			—			0.04			—			0.04			—			0.04
Discrete tax items		(0.10	)		—			(0.10	)		(0.09	)		(0.01	)		—			(0.01	)
Diluted loss per share, as adjusted	$	(0.96	)	$	(0.09	)	$	(0.88	)	$	(0.36	)	$	(0.52	)	$	(0.15	)	$	(0.38	)

TRANSOCEAN LTD. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
ADJUSTED CONTRACT DRILLING REVENUES
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION AND RELATED MARGINS
(in millions, except percentages)


	YTD				QTD				YTD				QTD				YTD
	09/30/24				09/30/24				06/30/24				06/30/24				03/31/24

Contract drilling revenues	$	2,572			$	948			$	1,624			$	861			$	763
Contract intangible asset amortization		4				—				4				—				4
Adjusted Contract Drilling Revenues	$	2,576			$	948			$	1,628			$	861			$	767

Net income (loss)	$	(519	)		$	(494	)		$	(25	)		$	(123	)		$	98
Interest expense, net of interest income		231				69				162				60				102
Income tax expense (benefit)		(66	)			(31	)			(35	)			156				(191	)
Depreciation and amortization		559				190				369				184				185
Contract intangible asset amortization		4				—				4				—				4
EBITDA		209				(266	)			475				277				198

Loss on impairment of assets		772				629				143				143				—
Loss on impairment of investment in unconsolidated affiliates		5				—				5				4				1
Gain on retirement of debt		(161	)			(21	)			(140	)			(140	)			—
Adjusted EBITDA	$	825			$	342			$	483			$	284			$	199


Profit (loss) margin		(20.2	)	%		(52.0	)	%		(1.5	)	%		(14.3	)	%		12.9		%
EBITDA margin		8.1		%		(28.1	)	%		29.2		%		32.2		%		25.8		%
Adjusted EBITDA margin		32.0		%		36.0		%		29.7		%		33.0		%		26.0		%

	YTD				QTD				YTD				QTD				YTD				QTD				YTD
	12/31/23				12/31/23				09/30/23				09/30/23				06/30/23				06/30/23				03/31/23

Contract drilling revenues	$	2,832			$	741			$	2,091			$	713			$	1,378			$	729			$	649
Contract intangible asset amortization		52				7				45				8				37				19				18
Adjusted Contract Drilling Revenues	$	2,884			$	748			$	2,136			$	721			$	1,415			$	748			$	667

Net loss	$	(954	)		$	(104	)		$	(850	)		$	(220	)		$	(630	)		$	(165	)		$	(465	)
Interest expense, net of interest income		594				(13	)			607				220				387				157				230
Income tax expense (benefit)		13				21				(8	)			(43	)			35				(16	)			51
Depreciation and amortization		744				184				560				192				368				186				182
Contract intangible asset amortization		52				7				45				8				37				19				18
EBITDA		449				95				354				157				197				181				16

Loss on impairment of assets		57				(1	)			58				5				53				53				—
Loss on disposal of assets, net		169				—				169				—				169				—				169
Loss on impairment of investment in unconsolidated affiliate		5				5				—				—				—				—				—
Loss on conversion of debt to equity		27				24				3				—				3				3				—
(Gain) loss on retirement of debt		31				(1	)			32				—				32				—				32
Adjusted EBITDA	$	738			$	122			$	616			$	162			$	454			$	237			$	217


Loss margin		(33.7	)	%		(14.0	)	%		(40.7	)	%		(30.9	)	%		(45.7	)	%		(22.6	)	%		(71.6	)	%
EBITDA margin		15.6		%		12.7		%		16.6		%		21.8		%		13.9		%		24.2		%		2.4		%
Adjusted EBITDA margin		25.6		%		16.3		%		28.9		%		22.5		%		32.1		%		31.7		%		32.5		%

TRANSOCEAN LTD. AND SUBSIDIARIES
SUPPLEMENTAL EFFECTIVE TAX RATE ANALYSIS
(in millions, except tax rates)


	Three months ended												Nine months ended
	September 30,				June 30,				September 30,				September 30,				September 30,
	2024				2024				2023				2024				2023

Income (loss) before income taxes	$	(525	)		$	33			$	(263	)		$	(585	)		$	(858	)
Loss on impairment of assets		629				143				5				772				58
Loss on disposal of assets, net		—				—				—				—				169
Loss on impairment of investment in unconsolidated affiliates		—				4				—				5				—
Loss on conversion of debt to equity		—				—				—				—				3
(Gain) loss on retirement of debt		(21	)			(140	)			—				(161	)			32
Adjusted income (loss) before income taxes	$	83			$	40			$	(258	)		$	31			$	(596	)


Income tax expense (benefit)	$	(31	)		$	156			$	(43	)		$	(66	)		$	(8	)
Loss on impairment of assets		12				5				—				17				—
Loss on disposal of assets, net		—				—				—				—				—
Loss on impairment of investment in unconsolidated affiliates		—				—				—				—				—
Loss on conversion of debt to equity		—				—				—				—				—
(Gain) loss on retirement of debt		—				—				—				—				—
Changes in estimates (1)		38				2				65				161				77
Adjusted income tax expense (benefit) (2)	$	19			$	163			$	22			$	112			$	69

Effective Tax Rate (3)		6.0		%		474.5		%		16.3		%		11.3		%		0.9		%

Effective Tax Rate, excluding discrete items (4)		22.5		%		416.3		%		(8.7	)	%		364.0		%		(11.7	)	%


(1) Our estimates change as we file tax returns, settle disputes with tax authorities, or become aware of changes in laws and other events that have an effect on our (a) deferred taxes, (b) valuation allowances on deferred taxes and (c) other tax liabilities.

(2) The three months ended September 30, 2024 included $283 million of additional tax benefit, reflecting the cumulative effect of a decrease in the annual effective tax rate from the previous quarter estimate.

(3) Our effective tax rate is calculated as income tax expense or benefit divided by income or loss before income taxes.

(4) Our effective tax rate, excluding discrete items, is calculated as income tax expense or benefit, excluding various discrete items (such as changes in estimates and tax on items excluded from income before income taxes), divided by income or loss before income taxes, excluding gains and losses on sales and similar items pursuant to the accounting standards for income taxes related to estimating the annual effective tax rate.

Transocean Ltd. and subsidiaries
Non-GAAP Financial Measures and Reconciliations
Free Cash Flow and Levered Free Cash Flow
(in millions)


							YTD			QTD			YTD			QTD			YTD
							09/30/24			09/30/24			06/30/24			06/30/24			03/31/24

Cash provided by (used in) operating activities							$	241		$	194		$	47		$	133		$	(86	)
Capital expenditures								(225	)		(58	)		(167	)		(84	)		(83	)
Free Cash Flow								16			136			(120	)		49			(169	)
Debt repayments								(2,073	)		(258	)		(1,815	)		(1,664	)		(151	)
Debt repayments, paid from debt proceeds								1,748			99			1,649			1,649			–
Levered Free Cash Flow							$	(309	)	$	(23	)	$	(286	)	$	34		$	(320	)



	YTD			QTD			YTD			QTD			YTD			QTD			YTD
	12/31/23			12/31/23			09/30/23			09/30/23			06/30/23			06/30/23			03/31/23

Cash provided by (used in) operating activities	$	164		$	98		$	66		$	(44	)	$	110		$	157		$	(47	)
Capital expenditures		(427	)		(220	)		(207	)		(50	)		(157	)		(76	)		(81	)
Free Cash Flow		(263	)		(122	)		(141	)		(94	)		(47	)		81			(128	)
Debt repayments		(1,717	)		(10	)		(1,707	)		(139	)		(1,568	)		(4	)		(1,564	)
Debt repayments, paid from debt proceeds		1,156			–			1,156			–			1,156			–			1,156
Levered Free Cash Flow	$	(824	)	$	(132	)	$	(692	)	$	(233	)	$	(459	)	$	77		$	(536	)



	YTD			QTD			YTD			QTD			YTD			QTD			YTD
	12/31/22			12/31/22			09/30/22			09/30/22			06/30/22			06/30/22			03/31/22

Cash provided by (used in) operating activities	$	448		$	178		$	270		$	230		$	40		$	41		$	(1	)
Capital expenditures		(717	)		(409	)		(308	)		(87	)		(221	)		(115	)		(106	)
Free Cash Flow		(269	)		(231	)		(38	)		143			(181	)		(74	)		(107	)
Debt repayments		(554	)		(101	)		(453	)		(196	)		(257	)		(92	)		(165	)
Debt repayments, paid from debt proceeds		–			–			–			–			–			–			–
Levered Free Cash Flow	$	(823	)	$	(332	)	$	(491	)	$	(53	)	$	(438	)	$	(166	)	$	(272	)

The MIL Network –

January 25, 2025

MIL-OSI: Ponce Financial Group, Inc. Reports Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Oct. 30, 2024 (GLOBE NEWSWIRE) — Ponce Financial Group, Inc., (the “Company”) (NASDAQ: PDLB), the holding company for Ponce Bank (the “Bank”), today announced results for the third quarter of 2024.

Third Quarter 2024 Highlights (Compared to Prior Periods):

Net income available to common stockholders was $2.2 million, or $0.10 per diluted share for the three months ended September 30, 2024, as compared to net income available to common stockholders of $3.1 million, or $0.14 per diluted share for the three months ended June 30, 2024 and net income available to common stockholders of $2.6 million, or $0.12 per diluted share for the three months ended September 30, 2023. Total net income for the three months ended September 30, 2024 was $2.4 million. The Company paid dividends of $0.3 million on its preferred stock during the quarter ended September 30, 2024.
Included in the $2.2 million of net income available to common stockholders for the third quarter of 2024 results is $41.3 million in interest and dividend income and $1.2 million in non-interest income, offset by $22.3 million in interest expense, $16.3 million in non-interest expense, $0.8 million in provision for credit losses, $0.6 million in provision for income taxes and $0.3 million in dividends on preferred shares.
Net interest income of $19.0 million for the third quarter of 2024 increased $1.1 million, or 6.25%, from the prior quarter and increased $2.5 million, or 15.00%, from the same quarter last year.
Net interest margin was 2.65% for the third quarter of 2024, versus 2.62% for the prior quarter and versus 2.58% for the same quarter last year.

Nine Months 2024 Highlights (Compared to 2023):

Net income available to common stockholders was $7.7 million, or $0.34 per diluted share for the nine months ended September 30, 2024, as compared to net income available to common stockholders of $2.8 million, or $0.12 per diluted share for the nine months ended September 30, 2023. Total net income for the nine months ended September 30, 2024, prior to the payment of $0.4 million in dividends on preferred shares, was $8.0 million.
Net interest income for the nine months ended September 30, 2024 was $55.8 million, an increase of $7.7 million, or 15.98%, compared to $48.1 million for the nine months ended September 30, 2023.
Non-interest income for the nine months ended September 30, 2024 was $5.1 million, a decrease of $3.8 million, or 42.76%, from $8.9 million for the nine months ended September 30, 2023. The decrease was primarily driven by a $3.7 million in grants that were received in the prior year.
Non-interest expense for the nine months ended September 30, 2024 was $49.4 million, a decrease of $1.4 million, or 2.67%, compared to $50.8 million for the nine months ended September 30, 2023.
Cash and equivalents were $155.8 million as of September 30, 2024, an increase of $16.6 million, or 11.94%, from $139.2 million as of December 31, 2023.
Securities totaled $514.7 million as of September 30, 2024, a decrease of $66.9 million, or 11.50%, from $581.7 million as of December 31, 2023 primarily due to regular principal payments, maturity of one available-for-sale security in the amount of $4.0 million and call of one held-to-maturity security in the amount of $25.0 million.
Net loans receivable were $2.18 billion as of September 30, 2024, an increase of $284.4 million, or 15.00%, from $1.90 billion as of December 31, 2023.
Deposits were $1.87 billion as of September 30, 2024, an increase of $362.7 million, or 24.06%, from $1.51 billion as of December 31, 2023.

President and Chief Executive Officer’s Comments

Carlos P. Naudon, Ponce Financial Group’s President and CEO, stated, “We continue to make progress quarter over quarter both in terms of our economic performance as well as serving our communities. Book value per share continues to grow and is now $11.74 (up $0.75 vs last year) and total equity per common share stands at $21.18. Our levels of liquidity and capital remain strong. Our net interest income grew quarter over quarter, and we’re well positioned for a decline in interest rates. We reduced our borrowings during the quarter, paying off the entirety of our Bank Term Funding Program Loan, while lowering the overall cost and extending our maturities. We remain committed to the communities we serve and our status as a Minority Depository Institution (“MDI”)/Community Development Financial Institution (“CDFI”), and we continue to invest in our people and in technology to improve our efficiency.”

Executive Chairman’s Comment

Steven A. Tsavaris, Ponce Financial Group’s Executive Chairman added, “During the quarter, the US Treasury Department issued proposed guidelines under which it may sell their ECIP investment back to the issuers or related non-profit affiliates. We believe the adoption of the proposed regulations would be greatly beneficial to Ponce Financial Group, although there can be no assurance that the proposed regulations will be adopted, or that that will be adopted in their current form. Most of our loan growth of $157.6 million this quarter is explained by our desire to ensure qualification under the proposed regulations, if adopted. Deposits also grew significantly during the quarter including $35.0 million from the Banking Development District program of New York.”

Selected performance metrics are as follows (refer to “Key Metrics” for additional information):

	At or for the Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
Performance Ratios (Annualized):	2024			2024			2024			2023			2023
Return on average assets (1)		0.33	%		0.45	%		0.33	%		0.08	%		0.39	%
Return on average equity (1)		1.93	%		2.59	%		1.97	%		0.42	%		2.11	%
Net interest rate spread (1) (2)		1.77	%		1.72	%		1.82	%		1.74	%		1.68	%
Net interest margin (1) (3)		2.65	%		2.62	%		2.71	%		2.66	%		2.58	%
Non-interest expense to average assets (1)		2.19	%		2.28	%		2.35	%		2.66	%		2.58	%
Efficiency ratio (4)		80.87	%		80.09	%		82.56	%		96.83	%		78.11	%
Average interest-earning assets to average interest- bearing liabilities		128.35	%		129.73	%		129.69	%		133.50	%		134.49	%
Average equity to average assets		16.97	%		17.41	%		17.00	%		18.25	%		18.32	%

	At or for the Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
Capital Ratios (Annualized):	2024			2024			2024			2023			2023
Total capital to risk-weighted assets (Bank only)		21.61	%		22.47	%		22.79	%		23.30	%		25.10	%
Tier 1 capital to risk-weighted assets (Bank only)		20.45	%		21.24	%		21.54	%		22.05	%		23.85	%
Common equity Tier 1 capital to risk-weighted assets (Bank only)		20.45	%		21.24	%		21.54	%		22.05	%		23.85	%
Tier 1 capital to average assets (Bank only)		16.19	%		16.70	%		16.26	%		17.49	%		17.51	%

	At or for the Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
Asset Quality Ratios (Annualized):	2024			2024			2024			2023			2023
Allowance for loan losses as a percentage of total loans		1.09	%		1.18	%		1.23	%		1.36	%		1.51	%
Allowance for loan losses as a percentage of nonperforming loans		139.52	%		130.28	%		140.90	%		152.99	%		169.49	%
Net (charge-offs) recoveries to average outstanding loans (1)		(0.17	%)		(0.10	%)		(0.25	%)		(0.24	%)		(0.34	%)
Non-performing loans as a percentage of total gross loans		0.78	%		0.89	%		0.87	%		0.89	%		0.89	%
Non-performing loans as a percentage of total assets		0.57	%		0.65	%		0.62	%		0.62	%		0.62	%
Total non-performing assets as a percentage of total assets		0.57	%		0.65	%		0.62	%		0.62	%		0.62	%
Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty as a percentage of total assets (5)		0.73	%		0.82	%		0.79	%		0.81	%		0.82	%

	(1)	Annualized where appropriate.
	(2)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
	(3)	Net interest margin represents net interest income divided by average total interest-earning assets.
	(4)	Efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.
	(5)	Balances include both modifications to borrowers experiencing financial difficulty, in accordance with ASU 2022-02 adopted on January 1, 2023, and previously existing troubled debt restructurings.

Summary of Results of Operations

Net income for the three months ended September 30, 2024 was $2.4 million compared to net income of $3.2 million for the three months ended June 30, 2024 and net income of $2.6 million for the three months ended September 30, 2023.

The decrease of net income for the three months ended September 30, 2024 compared to the three months ended June 30, 2024 was attributed mainly to an increase of $1.2 million in provision for credit losses, a decrease of $1.1 million in non-interest income, an increase of $0.2 million in non-interest expense, partially offset by an increase of $1.1 million in net interest income and a decrease of $0.6 million in provision for income taxes .

The decrease of net income for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was largely due to a decrease of $4.5 million in non-interest income as a result of a $3.7 million grant reported in the third quarter of 2023 and an increase of $0.3 million in provision for credit losses, partially offset by an increase of $2.5 million in net interest income and decreases of $1.1 million in provision for income taxes and $ 1.0 million in non-interest expense.

Net income for the nine months ended September 30, 2024 was $8.0 million compared to a net income of $2.8 million for the nine months ended September 30, 2023. The increase of $5.2 million in net income was attributable to an increase of $7.7 million in net interest income, a decrease of $1.3 million in non-interest expense and a decrease of $1.1 million in provision for credit losses, partially offset by a decrease of $3.8 million in non-interest income and an increase of $1.1 million in provision for income taxes.

Net Interest Income and Net Margin

Net interest income for the three months ended September 30, 2024, increased $1.1 million, or 6.25%, to $19.0 million compared to $17.9 million for the three months ended June 30, 2024 and increased $2.5 million, or 15.00%, compared to $16.5 million for the three months ended September 30, 2023.

Net interest income for the nine months ended September 30, 2024, increased $7.7 million, or 15.98%, to $55.8 million, compared to $48.1 million for the nine months ended September 30, 2023. The increase of $7.7 million of net interest income was attributable to an increase of $28.8 million in total interest and dividend income, offset by an increase of $21.1 million in total interest expense.

For the nine months ended September 30, 2024, provision for credit losses amounted to $0.2 million consisting of a provision for credit losses on loans in the amount of $0.4 million and a benefit for credit losses on held-to-maturity securities in the amount of $0.2 million. The $0.4 million provision for credit losses on loans for the nine months ended September 30, 2024 resulted from a benefit of $2.1 million related to microloans offset by a provision of $2.5 million related to non-microloans.

Net interest margin was 2.65% for the three months ended September 30, 2024 compared to 2.62% for the prior quarter, an increase of 3bps and 2.58% for the same period last year, an increase of 7bps.

Net interest margin was 2.66% for the nine months ended September 30, 2024 compared to 2.65% for the nine months ended September 30, 2023, an increase of 1bp.

Non-interest Income

Non-interest income for the three months ended September 30, 2024, was $1.2 million, a decrease of $1.1 million, or 49.03%, compared to $2.3 million the three months ended June 30, 2024 and a decrease of $4.5 million, or 79.55%, compared to $5.6 million the three months ended September 30, 2023.

The $1.1 million decrease in non-interest income for the three months ended September 30, 2024 compared to the three months ended June 30, 2024 was largely attributable to decreases of $0.7 million in other non-interest income related to the mark to market adjustments on a private equity fund investment and $0.3 million in late and prepayment charges.

The $4.5 million decrease in non-interest income for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was largely attributable to $3.7 million in grants received in the third quarter of 2023 and a decrease of $0.8 million in late and prepayment charges.

Non-interest income for the nine months ended September 30, 2024, was $5.1 million, a decrease of $3.8 million, or 42.76%, compared to $8.9 million for the nine months ended September 30, 2023. The decrease was largely attributable to $3.7 million related to grants received in the third quarter of 2023 and a decrease of $1.1 million in late and prepayment charges, partially, offset by increases of $0.6 million in other non-interest income and $0.4 million in income on sale of mortgage loans.

Non-interest Expense

Non-interest expense for the three months ended September 30, 2024, was $16.3 million, an increase of $0.2 million, or 1.03%, compared to $16.1 million for the three months ended June 30, 2024 and a decrease of $1.0 million, or 5.79%, compared to $17.3 million for the three months ended September 30, 2023.

The $0.2 million increase from the three months ended September 30, 2024 compared to the three months ended June 30, 2024 was mainly attributable to a decrease of $0.2 million in benefit for contingencies and an increase of $0.2 million in occupancy and equipment, partially offset by a decrease of $0.3 million in other operating expense.

The $1.0 million decrease from the three months ended September 30, 2023 compared to the three months ended September 30, 2023 was mainly attributable to decreases of $0.6 million in provision for contingencies, $0.5 million in data processing expenses and $0.3 million in professional fees, partially offset by increases of $0.2 million in direct loan expenses, $0.2 million in occupancy and equipment and $0.1 million in compensation and benefits.

Non-interest expense for the nine months ended September 30, 2024, was $49.4 million, a decrease of $1.4 million, or 2.67%, compared to $50.8 million for the nine months ended September 30, 2023. The $1.4 million decrease from the nine months ended September 30, 2023 was mainly attributable to decreases of $2.5 million in provision for contingencies, $0.7 million in data processing expenses, $0.6 million in professional fees and $0.5 million in office supplies, telephone and postage, partially offset by a decrease of $1.2 million in microloans recoveries and increases of $0.8 million in compensation and benefits and $0.8 million in direct loan expenses.

Balance Sheet Summary

Total assets increased $265.2 million, or 9.64%, to $3.02 billion as of September 30, 2024 from $2.75 billion as of December 31, 2023. The increase in total assets is largely attributable to increases of $284.4 million in net loans receivable, $26.7 million in other assets, $16.6 million in cash and cash equivalents, $9.1 million in Federal Home Loan Bank of New York stock and $0.8 million in net premises and equipment, partially offset by decreases of $58.0 million in held-to-maturity securities, $8.9 million in available-for-sale securities, $2.5 million in deferred tax assets, $1.5 million in right of use assets, $1.1 million in accrued interest receivable and $0.4 million in mortgage loans held for sale.

Total liabilities increased $252.1 million, or 11.16%, to $2.51 billion as of September 30, 2024 from $2.26 billion as of December 31, 2023. The increase in total liabilities was largely attributable to an increase of $362.7 million in deposits, $3.0 million in advance payments by borrowers for taxes and insurance and $0.8 million in other liabilities, partially offset by decreases of $104.0 million in borrowings, $9.0 million in accrued interest payable and $1.4 million in operating lease liabilities.

Total stockholders’ equity increased $13.2 million, or 2.69%, to $504.6 million as of September 30, 2024, from $491.4 million as of December 31, 2023. This increase in stockholders’ equity was largely attributable to $8.0 million in net income, $3.0 million in other comprehensive income, $1.6 million impact to additional paid in capital as a result of share-based compensation and $1.0 million from release of ESOP shares, offset by $0.4 million in preferred stock dividend for shares issued pursuant to the ECIP.

About Ponce Financial Group, Inc.

Ponce Financial Group, Inc. is the holding company for Ponce Bank. Ponce Bank is a Minority Depository Institution, a Community Development Financial Institution, and a certified Small Business Administration lender. Ponce Bank’s business primarily consists of taking deposits from the general public and to a lesser extent alternative funding sources and investing those funds, together with funds generated from operations and borrowings, in mortgage loans, consisting of 1-4 family residences (investor-owned and owner-occupied), multifamily residences, nonresidential properties, construction and land, and, to a lesser extent, in business and consumer loans. Ponce Bank also invests in securities, which consist of U.S. Government and federal agency securities and securities issued by government-sponsored or government-owned enterprises, as well as, mortgage-backed securities, corporate bonds and obligations, and Federal Home Loan Bank stock.

Forward Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on business activities; changes in interest rates; competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which Ponce Bank operates, including changes that adversely affect borrowers’ ability to service and repay Ponce Bank’s loans; changes in the value of securities in the investment portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; changes in government regulation; changes in accounting standards and practices; the risk that intangibles recorded in the financial statements will become impaired; demand for loans in Ponce Bank’s market area; Ponce Bank’s ability to attract and maintain deposits; risks related to the implementation of acquisitions, dispositions, and restructurings; the risk that Ponce Financial Group, Inc. may not be successful in the implementation of its business strategy; changes in assumptions used in making such forward-looking statements and the risk factors described in Ponce Financial Group, Inc.’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Ponce Financial Group, Inc. disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as may be required by applicable law or regulation.

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Financial Condition
(Dollars in thousands, except for share data)


	As of
	September 30,			June 30,			March 31,			December 31,			September 30,
	2024			2024			2024			2023			2023
ASSETS
Cash and due from banks:
Cash	$	32,061		$	23,128		$	29,972		$	28,930		$	26,046
Interest-bearing deposits		123,751			80,038			104,752			110,260			90,966
Total cash and cash equivalents		155,812			103,166			134,724			139,190			117,012
Available-for-sale securities, at fair value		111,005			113,125			116,044			119,902			116,753
Held-to-maturity securities, at amortized cost		403,736			442,113			452,955			461,748			471,065
Placement with banks		249			249			249			249			996
Mortgage loans held for sale, at fair value		9,566			37,764			7,860			9,980			14,103
Loans receivable, net		2,180,331			2,022,173			1,981,428			1,895,886			1,787,607
Accrued interest receivable		16,890			17,441			18,063			18,010			16,624
Premises and equipment, net		16,843			16,976			17,396			16,053			16,453
Right of use assets		29,785			30,349			31,021			31,272			32,110
Federal Home Loan Bank of New York stock (FHLBNY), at cost		28,515			23,972			23,892			19,377			18,870
Deferred tax assets		11,845			13,172			13,919			14,332			15,984
Other assets		51,392			21,507			21,151			24,723			16,286
Total assets	$	3,015,969		$	2,842,007		$	2,818,702		$	2,750,722		$	2,623,863
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits	$	1,870,323		$	1,606,097		$	1,585,784		$	1,507,620		$	1,401,132
Operating lease liabilities		31,343			31,861			32,486			32,684			33,459
Accrued interest payable		2,918			6,820			4,218			11,965			8,385
Advance payments by borrowers for taxes and insurance		13,733			10,838			13,245			10,778			13,743
Borrowings		580,421			680,421			680,421			684,421			675,100
Other liabilities		12,642			8,313			8,866			11,859			6,986
Total liabilities		2,511,380			2,344,350			2,325,020			2,259,327			2,138,805
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $0.01 par value; 100,000,000 shares authorized		225,000			225,000			225,000			225,000			225,000
Common stock, $0.01 par value; 200,000,000 shares authorized		249			249			249			249			249
Treasury stock, at cost		(9,445	)		(9,519	)		(9,702	)		(9,747	)		(10,975	)
Additional paid-in-capital		208,478			207,934			207,584			207,106			207,626
Retained earnings		105,103			102,951			99,834			97,420			96,902
Accumulated other comprehensive loss		(12,686	)		(16,557	)		(16,590	)		(15,649	)		(20,468	)
Unearned compensation ─ ESOP		(12,110	)		(12,401	)		(12,693	)		(12,984	)		(13,276	)
Total stockholders’ equity		504,589			497,657			493,682			491,395			485,058
Total liabilities and stockholders’ equity	$	3,015,969		$	2,842,007		$	2,818,702		$	2,750,722		$	2,623,863

Ponce Financial Group, Inc. and Subsidiaries
Consolidated Statements of Operations
(Dollars in thousands, except per share data)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2024			2024			2024			2023			2023
Interest and dividend income:
Interest on loans receivable	$	32,945		$	31,281		$	30,664		$	27,814		$	25,276
Interest on deposits due from banks		2,430			1,542			2,911			990			1,969
Interest and dividend on securities and FHLBNY stock		5,918			5,969			6,091			6,146			6,261
Total interest and dividend income		41,293			38,792			39,666			34,950			33,506
Interest expense:
Interest on certificates of deposit		6,926			6,358			6,380			5,103			4,362
Interest on other deposits		8,519			7,389			6,540			5,706			5,639
Interest on borrowings		6,825			7,141			7,923			6,944			6,963
Total interest expense		22,270			20,888			20,843			17,753			16,964
Net interest income		19,023			17,904			18,823			17,197			16,542
Provision (benefit) for credit losses		789			(374	)		(180	)		(375	)		535
Net interest income after provision (benefit) for credit losses		18,234			18,278			19,003			17,572			16,007
Non-interest income:
Service charges and fees		508			492			473			498			516
Brokerage commissions		—			9			8			13			17
Late and prepayment charges		77			426			359			365			899
Income on sale of mortgage loans		218			274			302			244			173
Grant income		—			—			—			438			3,718
Other		348			1,057			565			(273	)		304
Total non-interest income		1,151			2,258			1,707			1,285			5,627
Non-interest expense:
Compensation and benefits		7,674			7,724			7,844			8,262			7,566
Occupancy and equipment		3,786			3,564			3,667			3,686			3,588
Data processing expenses		1,099			1,013			1,127			1,101			1,582
Direct loan expenses		573			633			732			497			369
(Benefit) provision for contingencies		(252	)		(493	)		164			418			391
Insurance and surety bond premiums		292			263			253			250			255
Office supplies, telephone and postage		222			233			249			294			301
Professional fees		1,351			1,369			1,723			2,040			1,693
Microloans recoveries		(54	)		(65	)		(53	)		(152	)		(69	)
Marketing and promotional expenses		180			145			100			146			248
Directors fees and regulatory assessment		178			176			179			173			169
Other operating expenses		1,265			1,585			965			1,182			1,223
Total non-interest expense		16,314			16,147			16,950			17,897			17,316
Income before income taxes		3,071			4,389			3,760			960			4,318
Provision for income taxes		638			1,197			1,346			442			1,728
Net income	$	2,433		$	3,192		$	2,414		$	518		$	2,590
Dividends on preferred shares		281			75			—			—			—
Net income available to common stockholders	$	2,152		$	3,117		$	2,414		$	518		$	2,590
Earnings per common share:
Basic	$	0.10		$	0.14		$	0.11		$	0.02		$	0.12
Diluted	$	0.10		$	0.14		$	0.11		$	0.02		$	0.12
Weighted average common shares outstanding:
Basic		22,446,009			22,409,803			22,353,492			22,224,945			22,272,076
Diluted		22,612,028			22,419,309			22,366,728			22,406,102			22,349,217

Ponce Financial Group, Inc. and Subsidiaries
Consolidated Statements of Operations
(Dollars in thousands, except per share data)

	For the Nine Months Ended September 30,
	2024			2023			Variance $			Variance %
Interest and dividend income:
Interest on loans receivable	$	94,890		$	67,991		$	26,899			39.56	%
Interest on deposits due from banks		6,883			3,983			2,900			72.81	%
Interest and dividend on securities and FHLBNY stock		17,978			18,943			(965	)		(5.09	%)
Total interest and dividend income		119,751			90,917			28,834			31.71	%
Interest expense:
Interest on certificates of deposit		19,664			11,468			8,196			71.47	%
Interest on other deposits		22,448			12,864			9,584			74.50	%
Interest on borrowings		21,889			18,516			3,373			18.22	%
Total interest expense		64,001			42,848			21,153			49.37	%
Net interest income		55,750			48,069			7,681			15.98	%
Provision for credit losses		235			1,348			(1,113	)		(82.57	%)
Net interest income after provision for credit losses		55,515			46,721			8,794			18.82	%
Non-interest income:
Service charges and fees		1,473			1,488			(15	)		(1.01	%)
Brokerage commissions		17			67			(50	)		(74.63	%)
Late and prepayment charges		862			2,000			(1,138	)		(56.90	%)
Income on sale of mortgage loans		794			354			440			124.29	%
Grant income		—			3,718			(3,718	)		(100.00	%)
Other		1,970			1,311			659			50.27	%
Total non-interest income		5,116			8,938			(3,822	)		(42.76	%)
Non-interest expense:
Compensation and benefits		23,242			22,437			805			3.59	%
Occupancy and equipment		11,017			10,882			135			1.24	%
Data processing expenses		3,239			3,982			(743	)		(18.66	%)
Direct loan expenses		1,938			1,126			812			72.11	%
(Benefit) provision for contingencies		(581	)		1,893			(2,474	)		(130.69	%)
Insurance and surety bond premiums		808			768			40			5.21	%
Office supplies, telephone and postage		704			1,189			(485	)		(40.79	%)
Professional fees		4,443			5,052			(609	)		(12.05	%)
Microloans recoveries		(172	)		(1,329	)		1,157			(87.06	%)
Marketing and promotional expenses		425			679			(254	)		(37.41	%)
Directors fees and regulatory assessment		533			484			49			10.12	%
Other operating expenses		3,815			3,603			212			5.88	%
Total non-interest expense		49,411			50,766			(1,355	)		(2.67	%)
Income before income taxes		11,220			4,893			6,327			129.31	%
Provision for income taxes		3,181			2,059			1,122			54.49	%
Net income	$	8,039		$	2,834		$	5,205			183.66	%
Dividends on preferred shares		356			—			356			100.00	%
Net income available to common stockholders	$	7,683		$	2,834		$	4,849			171.10	%
Earnings per common share:
Basic	$	0.34		$	0.12		$	0.22			177.36	%
Diluted	$	0.34		$	0.12		$	0.22			177.10	%
Weighted average common shares outstanding:
Basic		22,403,258			22,920,680			(517,422	)		(2.26	%)
Diluted		22,466,178			22,962,956			(496,778	)		(2.16	%)

Ponce Financial Group, Inc. and Subsidiaries
Key Metrics

	At or for the Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2024			2024			2024			2023			2023
Performance Ratios:
Return on average assets (1)		0.33	%		0.45	%		0.33	%		0.08	%		0.39	%
Return on average equity (1)		1.93	%		2.59	%		1.97	%		0.42	%		2.11	%
Net interest rate spread (1) (2)		1.77	%		1.72	%		1.82	%		1.74	%		1.68	%
Net interest margin (1) (3)		2.65	%		2.62	%		2.71	%		2.66	%		2.58	%
Non-interest expense to average assets (1)		2.19	%		2.28	%		2.35	%		2.66	%		2.58	%
Efficiency ratio (4)		80.87	%		80.09	%		82.56	%		96.83	%		78.11	%
Average interest-earning assets to average interest- bearing liabilities		128.35	%		129.73	%		129.69	%		133.50	%		134.49	%
Average equity to average assets		16.97	%		17.41	%		17.00	%		18.25	%		18.32	%
Capital Ratios:
Total capital to risk-weighted assets (Bank only)		21.61	%		22.47	%		22.79	%		23.30	%		25.10	%
Tier 1 capital to risk-weighted assets (Bank only)		20.45	%		21.24	%		21.54	%		22.05	%		23.85	%
Common equity Tier 1 capital to risk-weighted assets (Bank only)		20.45	%		21.24	%		21.54	%		22.05	%		23.85	%
Tier 1 capital to average assets (Bank only)		16.19	%		16.70	%		16.26	%		17.49	%		17.51	%
Asset Quality Ratios:
Allowance for credit losses on loans as a percentage of total loans		1.09	%		1.18	%		1.23	%		1.36	%		1.51	%
Allowance for credit losses on loans as a percentage of nonperforming loans		139.52	%		130.28	%		140.90	%		152.99	%		169.49	%
Net (charge-offs) recoveries to average outstanding loans (1)		(0.17	%)		(0.10	%)		(0.25	%)		(0.24	%)		(0.34	%)
Non-performing loans as a percentage of total gross loans		0.78	%		0.89	%		0.87	%		0.89	%		0.89	%
Non-performing loans as a percentage of total assets		0.57	%		0.65	%		0.62	%		0.62	%		0.62	%
Total non-performing assets as a percentage of total assets		0.57	%		0.65	%		0.62	%		0.62	%		0.62	%
Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty as a percentage of total assets (5)		0.73	%		0.82	%		0.79	%		0.81	%		0.82	%
Other:
Number of offices		19			18			18			18			19
Number of full-time equivalent employees		228			227			233			237			243

	(1)	Annualized where appropriate.
	(2)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
	(3)	Net interest margin represents net interest income divided by average total interest-earning assets.
	(4)	Efficiency ratio represents noninterest expense divided by the sum of net interest income and non-interest income.
	(5)	Balances include both modifications to borrowers experiencing financial difficulty, in accordance with ASU 2022-02 adopted on January 1, 2023, and previously existing troubled debt restructurings.

Ponce Financial Group, Inc. and Subsidiaries
Securities Portfolio

	September 30, 2024										December 31, 2023
				Gross		Gross								Gross		Gross
	Amortized			Unrealized		Unrealized					Amortized			Unrealized		Unrealized
	Cost			Gains		Losses			Fair Value		Cost			Gains		Losses			Fair Value
	(in thousands)										(in thousands)
Available-for-Sale Securities:
U.S. Government Bonds	$	2,993		$	—	$	(124	)	$	2,869	$	2,990		$	—	$	(206	)	$	2,784
Corporate Bonds		21,766			—		(1,438	)		20,328		25,790			—		(2,122	)		23,668
Mortgage-Backed Securities:
Collateralized Mortgage Obligations ⁽¹⁾		35,620			—		(4,976	)		30,644		39,375			—		(6,227	)		33,148
FHLMC Certificates		9,310			—		(1,119	)		8,191		10,163			—		(1,482	)		8,681
FNMA Certificates		57,345			—		(8,463	)		48,882		61,359			—		(9,842	)		51,517
GNMA Certificates		91			—		—			91		104			—		—			104
Total available-for-sale securities	$	127,125		$	—	$	(16,120	)	$	111,005	$	139,781		$	—	$	(19,879	)	$	119,902

Held-to-Maturity Securities:
U.S. Agency Bonds	$	25,000		$	—	$	(49	)	$	24,951	$	25,000		$	—	$	(181	)	$	24,819
Corporate Bonds		57,500			—		(618	)		56,882		82,500			—		(2,691	)		79,809
Mortgage-Backed Securities:
Collateralized Mortgage Obligations ⁽¹⁾		193,440			454		(2,946	)		190,948		212,093			104		(5,170	)		207,027
FHLMC Certificates		3,441			—		(169	)		3,272		3,897			—		(244	)		3,653
FNMA Certificates		108,577			22		(1,967	)		106,632		118,944			—		(4,088	)		114,856
SBA Certificates		15,985			153		—			16,138		19,712			166		—			19,878
Allowance for Credit Losses		(207	)		—		—			—		(398	)		—		—			—
Total held-to-maturity securities	$	403,736		$	629	$	(5,749	)	$	398,823	$	461,748		$	270	$	(12,374	)	$	450,042

	(1)	Comprised of Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Ginnie Mae (“GNMA”) issued securities.

The following table presents the activity in the allowance for credit losses for held-to-maturity securities.

	For the Nine			For the
	Months Ended			Year Ended
	September 30, 2024			December 31, 2023
Allowance for credit losses on securities at beginning of the period	$	398		$	—
CECL adoption		—			662
Benefit for credit losses		(191	)		(264	)
Allowance for credit losses on securities at end of the period	$	207		$	398

Ponce Financial Group, Inc. and Subsidiaries
Loan Portfolio

	As of
	September 30,						June 30,						March 31,						December 31,						September 30,
	2024						2024						2024						2023						2023
	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
	(Dollars in thousands)
Mortgage loans:
1-4 family residential
Investor Owned	$	332,380			15.09	%	$	337,292			16.49	%	$	339,331			16.92	%	$	343,689			17.89	%	$	347,082			19.13	%
Owner-Occupied		145,065			6.59	%		147,485			7.21	%		150,842			7.52	%		152,311			7.93	%		151,866			8.37	%
Multifamily residential		678,029			30.78	%		545,323			26.66	%		545,825			27.22	%		550,559			28.65	%		553,694			30.52	%
Nonresidential properties		383,277			17.40	%		337,583			16.51	%		327,350			16.32	%		342,343			17.81	%		321,472			17.71	%
Construction and land		631,461			28.67	%		641,879			31.39	%		608,665			30.35	%		503,925			26.22	%		411,383			22.67	%
Total mortgage loans		2,170,212			98.53	%		2,009,562			98.26	%		1,972,013			98.33	%		1,892,827			98.50	%		1,785,497			98.40	%
Non-mortgage loans:
Business loans		28,499			1.29	%		30,222			1.48	%		26,664			1.33	%		19,779			1.03	%		18,416			1.02	%
Consumer loans (1)		4,021			0.18	%		5,305			0.26	%		6,741			0.34	%		8,966			0.47	%		10,416			0.58	%
Total non-mortgage loans		32,520			1.47	%		35,527			1.74	%		33,405			1.67	%		28,745			1.50	%		28,832			1.60	%
Total loans, gross		2,202,732			100.00	%		2,045,089			100.00	%		2,005,418			100.00	%		1,921,572			100.00	%		1,814,329			100.00	%
Net deferred loan origination costs		1,565						1,145						674						468						692
Allowance for credit losses on loans		(23,966	)					(24,061	)					(24,664	)					(26,154	)					(27,414	)
Loans, net	$	2,180,331					$	2,022,173					$	1,981,428					$	1,895,886					$	1,787,607

	(1)	As of September 30, 2024, June 30,2024, March 31, 2024, December 31, 2023, and September 30, 2023, consumer loans include $3.0 million, $4.3 million, $5.7 million, $8.0 million, and $9.3 million, respectively, of microloans originated by the Bank.

Ponce Financial Group, Inc. and Subsidiaries
Microloans Exposure (previously originated by the Bank under its arrangement with Grain)

Total Microloans Exposure as of September 30, 2024
(in thousands)
Microloans Receivable from Grain
Microloans originated – put back (inception-to-September 30, 2024)	$	23,932
Write-downs, net of recoveries (inception-to-date as of September 30, 2024)		(15,287	)
Cash receipts (inception-to-September 30, 2024)		(6,819	)
Grant/reserve		(1,826	)
Net receivable as of September 30, 2024	$	—
Microloans Receivables from Borrowers
Microloans receivable as of September 30, 2024	$	3,033
Allowance for credit losses on loans as of September 30, 2024 ⁽¹⁾		(2,570	)
Microloans, net of allowance for credit losses on loans as of September 30, 2024	$	463
Investments
Investment in Grain	$	1,000
Investment write-off in Q3 2022		(1,000	)
Net investment as of September 30, 2024		—
Total exposure related to microloans as of September 30, 2024 ⁽²⁾	$	463

	(1)	Excludes $1.5 million of security deposits by microloans originated borrowers reported in deposits in the accompanying Consolidated Statements of Financial Conditions.
	(2)	Total remaining exposure to microloan borrowers. These loans are now serviced by the Bank.

On November 1, 2023, Ponce Financial Group, Inc. and Grain Technologies, Inc. (“Grain”) signed a Perpetual Software License Agreement in order for the Bank to assume the servicing of the remaining microloans. In order to facilitate the transfer of the servicing responsibilities to the Bank, Grain granted the Bank a perpetual right and license to use the Grain software, including the source code to service the remaining microloans.

Ponce Financial Group, Inc. and Subsidiaries
Allowance for Credit Losses on Loans

	For the Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2024			2024			2024			2023			2023
	(Dollars in thousands)
Allowance for credit losses on loans at beginning of the period	$	24,061		$	24,664		$	26,154		$	27,414		$	28,173
Provision (benefit) for credit losses on loans		801			(120	)		(255	)		(126	)		750
Charge-offs:
Mortgage loans:
1-4 family residences
Investor owned		—			—			—			—			—
Owner occupied		—			—			—			—			—
Multifamily residences		—			—			—			—			—
Nonresidential properties		(7	)		—			—			—			—
Construction and land		—			—			—			—			—
Non-mortgage loans:
Business		(450	)		—			(52	)		(63	)		—
Consumer		(634	)		(747	)		(1,302	)		(1,135	)		(1,592	)
Total charge-offs		(1,091	)		(747	)		(1,354	)		(1,198	)		(1,592	)
Recoveries:
Non-mortgage loans:
Business		1			7			1			—			3
Consumer		194			257			118			64			80
Total recoveries		195			264			119			64			83
Net (charge-offs) recoveries		(896	)		(483	)		(1,235	)		(1,134	)		(1,509	)
Allowance for credit losses on loans at end of the period	$	23,966		$	24,061		$	24,664		$	26,154		$	27,414

Ponce Financial Group, Inc. and Subsidiaries
Deposits

	As of
	September 30,					June 30,					March 31,					December 31,					September 30,
	2024					2024					2024					2023					2023
	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
	(Dollars in thousands)
Demand ⁽¹⁾	$	182,737		9.78	%	$	178,125		11.09	%	$	191,541		12.07	%	$	185,151		12.28	%	$	214,326		15.30	%
Interest-bearing deposits:
NOW/IOLA accounts ⁽¹⁾		71,445		3.82	%		81,178		5.05	%		73,202		4.62	%		77,909		5.17	%		74,055		5.29	%
Money market accounts		660,168		35.30	%		502,255		31.27	%		482,344		30.42	%		432,735		28.70	%		370,500		26.44	%
Reciprocal deposits		94,145		5.03	%		109,945		6.85	%		97,718		6.16	%		96,860		6.42	%		82,670		5.90	%
Savings accounts		108,941		5.82	%		109,694		6.83	%		112,713		7.11	%		114,139		7.57	%		117,870		8.41	%
Total NOW, money market, reciprocal and savings accounts		934,699		49.97	%		803,072		50.00	%		765,977		48.31	%		721,643		47.86	%		645,095		46.04	%
Certificates of deposit of $250K or more		174,053		9.31	%		156,224		9.73	%		146,296		9.23	%		132,153		8.77	%		122,353		8.73	%
Brokered certificates of deposit ⁽²⁾		94,531		5.05	%		94,614		5.89	%		94,689		5.97	%		98,729		6.55	%		98,729		7.05	%
Listing service deposits ⁽²⁾		7,376		0.39	%		9,361		0.58	%		12,688		0.80	%		14,433		0.96	%		15,180		1.08	%
All other certificates of deposit less than $250K		476,927		25.50	%		364,701		22.71	%		374,593		23.62	%		355,511		23.58	%		305,449		21.80	%
Total certificates of deposit		752,887		40.25	%		624,900		38.91	%		628,266		39.62	%		600,826		39.86	%		541,711		38.66	%
Total interest-bearing deposits		1,687,586		90.22	%		1,427,972		88.91	%		1,394,243		87.93	%		1,322,469		87.72	%		1,186,806		84.70	%
Total deposits	$	1,870,323		100.00	%	$	1,606,097		100.00	%	$	1,585,784		100.00	%	$	1,507,620		100.00	%	$	1,401,132		100.00	%

	(1)	As of December 31, 2023 and September 30, 2023 $58.2 million and $51.5 million, respectively, were reclassified from demand to NOW/IOLA accounts.
	(2)	As of December 31, 2023, and September 30, 2023, there were $0.3 million and $0.3 million, respectively, in individual listing service deposits amounting to $250,000 or more. As of September 30, 2024, there were no individual listing service deposits amounting to $250,000 or more. All brokered certificates of deposit individually amounted to less than $250,000.

Ponce Financial Group, Inc. and Subsidiaries
Borrowings

	September 30,							December 31,
	2024							2023
	Scheduled Maturity		Redeemable at Call Date		Weighted Average Rate			Scheduled Maturity		Redeemable at Call Date		Weighted Average Rate
	(Dollars in thousands)
Term advances ending:
2024	$	59,321	$	59,321		4.00	%	$	363,321	$	363,321		4.55	%
2025		50,000		50,000		4.41			50,000		50,000		4.41
2026		200,000		200,000		4.25			—		—		—
2027		212,000		212,000		3.44			212,000		212,000		3.44
2028		9,100		9,100		3.84			9,100		9,100		3.84
Thereafter		50,000		50,000		3.35			50,000		50,000		3.35
	$	580,421	$	580,421		3.86	%	$	684,421	$	684,421		4.10	%

Ponce Financial Group, Inc. and Subsidiaries
Nonperforming Assets

	As of Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2024			2024			2024			2023			2023
	(Dollars in thousands)
Non-accrual loans:
Mortgage loans:
1-4 family residential
Investor owned	$	436		$	436		$	399		$	793		$	396
Owner occupied		1,423			1,423			1,426			1,682			1,685
Multifamily residential		4,685			5,754			4,098			2,979			1,444
Nonresidential properties		824			828			441			—			—
Construction and land		8,907			8,907			10,277			10,759			11,721
Non-mortgage loans:
Business		180			396			146			165			209
Consumer		—			—			—			—			—
Total non-accrual loans (not including non-accruing modifications to borrowers experiencing financial difficulty) ⁽¹⁾	$	16,455		$	17,744		$	16,787		$	16,378		$	15,455

Non-accruing modifications to borrowers experiencing financial difficulty ⁽¹⁾:
Mortgage loans:
1-4 family residential
Investor owned	$	278		$	277		$	270		$	270		$	270
Owner occupied		444			448			447			447			449
Multifamily residential		—			—			—			—			—
Nonresidential properties		—			—			—			—			—
Construction and land		—			—			—			—			—
Non-mortgage loans:
Business		—			—			—			—			—
Consumer		—			—			—			—			—
Total non-accruing modifications to borrowers experiencing financial difficulty ⁽¹⁾		722			725			717			717			719
Total non-accrual loans ⁽²⁾	$	17,177		$	18,469		$	17,504		$	17,095		$	16,174

Accruing modifications to borrowers experiencing financial difficulty (1):
Mortgage loans:
1-4 family residential
Investor owned	$	1,821		$	1,830		$	1,850		$	2,112		$	2,131
Owner occupied		2,116			2,171			2,288			2,313			2,335
Multifamily residential		—			—			—			—			—
Nonresidential properties		672			707			748			757			765
Construction and land		—			—			—			—			—
Non-mortgage loans:
Business		222			—			—			—			—
Consumer		—			—			—			—			—
Total accruing modifications to borrowers experiencing financial difficulty ⁽¹⁾	$	4,831		$	4,708		$	4,886		$	5,182		$	5,231
Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty ⁽¹⁾	$	22,008		$	23,177		$	22,390		$	22,277		$	21,405
Total non-performing loans to total gross loans		0.78	%		0.89	%		0.87	%		0.89	%		0.89	%
Total non-performing assets to total assets		0.57	%		0.65	%		0.62	%		0.62	%		0.62	%
Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty as a percentage of total assets ⁽¹⁾		0.73	%		0.82	%		0.79	%		0.81	%		0.82	%

	(1)	Balances include both modifications to borrowers experiencing financial difficulty, in accordance with ASU 2022-02 adopted on January 1, 2023, and previously existing troubled debt restructurings.
	(2)	Includes nonperforming mortgage loans held for sale.

Ponce Financial Group, Inc. and Subsidiaries
Average Balance Sheets

	For the Three Months Ended September 30,
	2024						2023
	Average						Average
	Outstanding				Average		Outstanding				Average
	Balance		Interest		Yield/Rate ⁽¹⁾		Balance		Interest		Yield/Rate ⁽¹⁾
	(Dollars in thousands)
Interest-earning assets:
Loans ⁽²⁾	$	2,096,592	$	32,945	6.25	%	$	1,777,585	$	25,276	5.64	%
Securities ⁽³⁾		548,708		5,324	3.86	%		599,573		5,821	3.85	%
Other ⁽⁴⁾		210,057		3,024	5.73	%		169,570		2,409	5.64	%
Total interest-earning assets		2,855,357		41,293	5.75	%		2,546,728		33,506	5.22	%
Non-interest-earning assets		107,153						111,771
Total assets	$	2,962,510					$	2,658,499
Interest-bearing liabilities:
NOW/IOLA ^{(5) (6)}	$	74,690	$	174	0.93	%	$	69,935	$	141	0.80	%
Money market ⁽⁶⁾		711,385		8,318	4.65	%		485,042		5,468	4.47	%
Savings		109,571		25	0.09	%		118,095		29	0.10	%
Certificates of deposit		655,562		6,926	4.20	%		527,302		4,362	3.28	%
Total deposits		1,551,208		15,443	3.96	%		1,200,374		10,000	3.31	%
Advance payments by borrowers		13,151		2	0.06	%		14,537		1	0.03	%
Borrowings		660,312		6,825	4.11	%		678,676		6,963	4.07	%
Total interest-bearing liabilities		2,224,671		22,270	3.98	%		1,893,587		16,964	3.55	%
Non-interest-bearing liabilities:
Non-interest-bearing demand ⁽⁵⁾		185,543		—				231,299		—
Other non-interest-bearing liabilities		49,702		—				46,643		—
Total non-interest-bearing liabilities		235,245		—				277,942		—
Total liabilities		2,459,916		22,270				2,171,529		16,964
Total equity		502,594						486,970
Total liabilities and total equity	$	2,962,510			3.98	%	$	2,658,499			3.55	%
Net interest income			$	19,023					$	16,542
Net interest rate spread ⁽⁷⁾					1.77	%					1.67	%
Net interest-earning assets ⁽⁸⁾	$	630,686					$	653,141
Net interest margin ⁽⁹⁾					2.65	%					2.58	%
Average interest-earning assets to interest-bearing liabilities					128.35	%					134.49	%

	(1)	Annualized where appropriate.
	(2)	Loans include loans and mortgage loans held for sale, at fair value.
	(3)	Securities include available-for-sale securities and held-to-maturity securities.
	(4)	Includes FHLBNY demand account, FHLBNY stock dividends and FRBNY demand deposits.
	(5)	Includes reclassification of $47.1 million average outstanding balances from non-interest bearing demand to NOW/IOLA for the three months ended September 30, 2023.
	(6)	Includes $0.1 million of interest expense reclassified from money market to NOW/IOLA for the three months ended September 30, 2023.
	(7)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
	(8)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
	(9)	Net interest margin represents net interest income divided by average total interest-earning assets.

Ponce Financial Group, Inc. and Subsidiaries
Average Balance Sheets

	For the Nine Months Ended September 30,
	2024							2023
	Average							Average
	Outstanding				Average			Outstanding				Average
	Balance		Interest		Yield/Rate ⁽¹⁾			Balance		Interest		Yield/Rate
	(Dollars in thousands)
Interest-earning assets:
Loans ⁽²⁾	$	2,038,879	$	94,890		6.22	%	$	1,678,369	$	67,991		5.42	%
Securities ⁽³⁾		562,451		16,429		3.90	%		614,987		17,627		3.83	%
Other ⁽⁴⁾		196,668		8,432		5.73	%		127,961		5,299		5.54	%
Total interest-earning assets		2,797,998		119,751		5.72	%		2,421,317		90,917		5.02	%
Non-interest-earning assets		106,500							118,609
Total assets	$	2,904,498						$	2,539,926
Interest-bearing liabilities:
NOW/IOLA ^{(5) (6)}	$	76,817	$	543		0.94	%	$	69,331	$	1,133		2.18	%
Money market ⁽⁶⁾		618,725		21,819		4.71	%		403,171		11,637		3.86	%
Savings		111,636		80		0.10	%		123,218		88		0.10	%
Certificates of deposit		640,369		19,664		4.10	%		522,740		11,468		2.93	%
Total deposits		1,447,547		42,106		3.89	%		1,118,460		24,326		2.91	%
Advance payments by borrowers		13,660		6		0.06	%		14,814		6		0.05	%
Borrowings		703,775		21,889		4.15	%		617,912		18,516		4.01	%
Total interest-bearing liabilities		2,164,982		64,001		3.95	%		1,751,186		42,848		3.27	%
Non-interest-bearing liabilities:
Non-interest-bearing demand ⁽⁵⁾		191,087		—					251,645		—
Other non-interest-bearing liabilities		51,061		—					43,864		—
Total non-interest-bearing liabilities		242,148		—					295,509		—
Total liabilities		2,407,130		64,001					2,046,695		42,848
Total equity		497,368							493,231
Total liabilities and total equity	$	2,904,498				3.95	%	$	2,539,926				3.27	%
Net interest income			$	55,750						$	48,069
Net interest rate spread ⁽⁷⁾						1.77	%						1.74	%
Net interest-earning assets ⁽⁸⁾	$	633,016						$	670,131
Net interest margin ⁽⁹⁾						2.66	%						2.65	%
Average interest-earning assets to
interest-bearing liabilities						129.24	%						138.27	%

	(1)	Annualized where appropriate.
	(2)	Loans include loans and mortgage loans held for sale, at fair value.
	(3)	Securities include available-for-sale securities and held-to-maturity securities.
	(4)	Includes FHLBNY demand account, FHLBNY stock dividends and FRBNY demand deposits.
	(5)	Includes reclassification of $46.5 million average outstanding balances from non-interest bearing demand to NOW/IOLA for the nine months ended September 30, 2023.
	(6)	Includes $1.1 million of interest expense reclassified from money market to NOW/IOLA for the nine months ended September 30, 2023.
	(7)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
	(8)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
	(9)	Net interest margin represents net interest income divided by average total interest-earning assets.

Ponce Financial Group, Inc. and Subsidiaries
Other Data

	As of
	September 30,		June 30,		March 31,		December 31,		September 30,
	2024		2024		2024		2023		2023
Other Data
Common shares issued		24,886,711		24,886,711		24,886,711		24,886,711		24,886,711
Less treasury shares		1,067,248		1,074,979		1,096,214		1,101,191		1,233,111
Common shares outstanding at end of period		23,819,463		23,811,732		23,790,497		23,785,520		23,653,600

Book value per common share	$	11.74	$	11.45	$	11.29	$	11.20	$	10.99
Tangible book value per common share	$	11.74	$	11.45	$	11.29	$	11.20	$	10.99

Contact:
Sergio Vaccaro
sergio.vaccaro@poncebank.net
718-931-9000

The MIL Network –

January 25, 2025

MIL-OSI: SEACOR Marine Announces Third Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

HOUSTON, Oct. 30, 2024 (GLOBE NEWSWIRE) — SEACOR Marine Holdings Inc. (NYSE: SMHI) (the “Company” or “SEACOR Marine”), a leading provider of marine and support transportation services to offshore energy facilities worldwide, today announced results for its third quarter ended September 30, 2024.

SEACOR Marine’s consolidated operating revenues for the third quarter of 2024 were $68.9 million, operating loss was $6.5 million, and direct vessel profit (“DVP”)⁽¹⁾ was $16.0 million. This compares to consolidated operating revenues of $76.9 million, operating income of $9.8 million, and DVP of $36.8 million in the third quarter of 2023, and consolidated operating revenues of $69.9 million, operating loss of $3.9 million, and DVP of $20.3 million in the second quarter of 2024.

Notable third quarter items include:

10.4% decrease in revenues from the third quarter of 2023 and a 1.4% decrease from the second quarter of 2024.
Average day rates of $18,879, a 4.6% increase from the third quarter of 2023, and a 1.4% decrease from the second quarter of 2024.
67% utilization, a decrease from 73% in the third quarter of 2023 and a decrease from 69% in the second quarter of 2024.
DVP margin of 23.2%, a decrease from 47.8% in the third quarter of 2023 and a decrease from 29.1% in the second quarter of 2024, due in part to $8.3 million of drydocking and major repairs during the quarter compared to $2.0 million in the third quarter of 2023 and $8.5 million in the second quarter of 2024, all of which are expensed as incurred.

For the third quarter of 2024, net loss was $16.3 million ($0.59 loss per basic and diluted share). This compares to a net loss for the third quarter of 2023 of $0.9 million ($0.03 loss per basic and diluted share). Sequentially, the third quarter 2024 results compare to a net loss of $12.5 million ($0.45 earnings per basic and diluted share) in the second quarter of 2024.

Chief Executive Officer John Gellert commented:

“The third quarter results reflect overall lower utilization driven by our heavy 2024 maintenance schedule and softer than expected demand during the quarter, particularly in the U.S. Gulf of Mexico and the North Sea markets. While we made progress in remarketing and repositioning our available tonnage, these efforts reduced the utilization of these vessels during the quarter. Our utilization figures were also affected by continuing work on drydockings and major repairs, some of which experienced additional delays as a result of ongoing shipyard and vendor capacity issues. We continue to see challenges as shipyards and other vendors expand their support teams, expertise and production capacity to respond to demand growth. In addition to lower utilization, these results also reflect higher operating expenses, driven mostly by 9.9% higher crewing costs and 30.0% higher maintenance costs relative to the year to date third quarter of 2023, both of which we attribute primarily to increased industry demand and vendor capacity constraints. Nevertheless, our average day rates held steady and we continued to add charters that will contribute improvements to our utilization, with contracted revenue backlog, including options, in excess of $360.0 million.

In the near term, one of our premium liftboats located in the U.S. Gulf of Mexico will return to work in early November after being in the shipyard for maintenance since April. We are also seeing a stronger volume of inquiries for decommissioning work for our liftboats in the 2025-2026 timeframe, which is coming from both the U.S. Gulf of Mexico as well as international markets. We own one of the youngest and most fuel efficient and versatile fleets of offshore vessels in the world. Although demand for our services remains highly correlated to the underlying commodity prices, which have been very volatile during 2024, we are well positioned to capture attractive opportunities servicing offshore energy.”
___________________

(1)

Direct vessel profit (defined as operating revenues less operating costs and expenses, “DVP”) is the Company’s measure of segment profitability. DVP is a critical financial measure used by the Company to analyze and compare the operating performance of its regions, without regard to financing decisions (depreciation and interest expense for owned vessels vs. lease expense for lease vessels). DVP is also useful when comparing the Company’s global fleet performance against those of our competitors who may have differing fleet financing structures. DVP has material limitations as an analytical tool in that it does not reflect all of the costs associated with the ownership and operation of our fleet, and it should not be considered in isolation or used as a substitute for our results as reported under GAAP. See page 4 for reconciliation of DVP to GAAP Operating Income (Loss), its most comparable GAAP measure.

SEACOR Marine provides global marine and support transportation services to offshore energy facilities worldwide. SEACOR Marine operates and manages a diverse fleet of offshore support vessels that deliver cargo and personnel to offshore installations, including offshore wind farms; assist offshore operations for production and storage facilities; provide construction, well work-over, offshore wind farm installation and decommissioning support; carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair; and handle anchors and mooring equipment for offshore rigs and platforms. Additionally, SEACOR Marine’s vessels provide emergency response services and accommodations for technicians and specialists.

Certain statements discussed in this release as well as in other reports, materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by the management of the Company. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, many of which are beyond the Company’s control and are described in the Company’s filings with the SEC. It should be understood that it is not possible to predict or identify all such factors. Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement 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. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

Please visit SEACOR Marine’s website at www.seacormarine.com for additional information.
For all other requests, contact InvestorRelations@seacormarine.com

SEACOR MARINE HOLDINGS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (in thousands, except share data)
	Three Months Ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Operating Revenues	$	68,916		$	76,900		$	201,553		$	206,428
Costs and Expenses:
Operating		52,907			40,142			150,526			116,381
Administrative and general		11,019			12,300			33,825			37,636
Lease expense		364			651			1,331			2,069
Depreciation and amortization		12,928			13,462			38,749			40,799
		77,218			66,555			224,431			196,885
Gains (Losses) on Asset Dispositions and Impairments, Net		1,821			(512	)		1,857			3,352
Operating (Loss) Income		(6,481	)		9,833			(21,021	)		12,895
Other Income (Expense):
Interest income		358			340			1,396			1,222
Interest expense		(10,127	)		(9,536	)		(30,626	)		(27,060	)
Loss on debt extinguishment		—			(2,004	)		—			(2,004	)
Derivative gains (losses), net		67			—			(372	)		—
Foreign currency (losses) gains, net		(1,717	)		571			(2,357	)		(857	)
Other, net		29			—			(66	)		—
		(11,390	)		(10,629	)		(32,025	)		(28,699	)
Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies		(17,871	)		(796	)		(53,046	)		(15,804	)
Income Tax (Benefit) Expense		(513	)		2,360			(270	)		2,421
Loss Before Equity in Earnings of 50% or Less Owned Companies		(17,358	)		(3,156	)		(52,776	)		(18,225	)
Equity in Earnings of 50% or Less Owned Companies		1,012			2,273			878			3,182
Net Loss	$	(16,346	)	$	(883	)	$	(51,898	)	$	(15,043	)

Net Loss Per Share:
Basic	$	(0.59	)	$	(0.03	)	$	(1.88	)	$	(0.56	)
Diluted	$	(0.59	)	$	(0.03	)	$	(1.88	)	$	(0.56	)
Weighted Average Common Stock and Warrants Outstanding:
Basic		27,772,733			27,181,754			27,615,699			27,048,656
Diluted		27,772,733			27,181,754			27,615,699			27,048,656

SEACOR MARINE HOLDINGS INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (in thousands, except statistics and per share data)
				Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
Time Charter Statistics:
Average Rates Per Day	$	18,879		$	19,141		$	19,042		$	18,031		$	18,046
Fleet Utilization		67	%		69	%		62	%		71	%		73	%
Fleet Available Days⁽²⁾		5,026			4,994			5,005			5,170			5,182
Operating Revenues:
Time charter	$	63,313		$	65,649		$	59,263		$	66,498		$	68,668
Bareboat charter		372			364			364			368			368
Other marine services		5,231			3,854			3,143			6,217			7,864
		68,916			69,867			62,770			73,083			76,900
Costs and Expenses:
Operating:
Personnel		21,940			21,566			21,670			22,080			19,943
Repairs and maintenance		9,945			10,244			9,763			7,604			7,418
Drydocking		6,068			6,210			6,706			2,561			1,768
Insurance and loss reserves		2,584			3,099			1,738			2,944			1,833
Fuel, lubes and supplies		6,574			3,966			4,523			3,683			5,047
Other		5,796			4,435			3,699			4,397			4,133
		52,907			49,520			48,099			43,269			40,142
Direct Vessel Profit⁽¹⁾		16,009			20,347			14,671			29,814			36,758
Other Costs and Expenses:
Lease expense		364			486			481			679			651
Administrative and general		11,019			10,889			11,917			11,547			12,300
Depreciation and amortization		12,928			12,939			12,882			13,022			13,462
		24,311			24,314			25,280			25,248			26,413
Gains (Losses) on Asset Dispositions and Impairments, Net		1,821			37			(1	)		18,057			(512	)
Operating (Loss) Income		(6,481	)		(3,930	)		(10,610	)		22,623			9,833
Other Income (Expense):
Interest income		358			445			593			222			340
Interest expense		(10,127	)		(10,190	)		(10,309	)		(10,444	)		(9,536	)
Derivative gains (losses), net		67			104			(543	)		608			—
Loss on debt extinguishment		—			—			—			—			(2,004	)
Foreign currency (losses) gains, net		(1,717	)		(560	)		(80	)		(1,276	)		571
Other, net		29			—			(95	)		—			—
		(11,390	)		(10,201	)		(10,434	)		(10,890	)		(10,629	)
(Loss) Income Before Income Tax (Benefit) Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies		(17,871	)		(14,131	)		(21,044	)		11,733			(796	)
Income Tax (Benefit) Expense		(513	)		(682	)		925			6,378			2,360
(Loss) Income Before Equity in Earnings (Losses) of 50% or Less Owned Companies		(17,358	)		(13,449	)		(21,969	)		5,355			(3,156	)
Equity in Earnings (Losses) of 50% or Less Owned Companies		1,012			966			(1,100	)		374			2,273
Net (Loss) Income	$	(16,346	)	$	(12,483	)	$	(23,069	)	$	5,729		$	(883	)

Net (Loss) Earnings Per Share:
Basic	$	(0.59	)	$	(0.45	)	$	(0.84	)	$	0.21		$	(0.03	)
Diluted	$	(0.59	)	$	(0.45	)	$	(0.84	)	$	0.20		$	(0.03	)
Weighted Average Common Stock and Warrants Outstanding:
Basic		27,773			27,729			27,344			27,182			27,182
Diluted		27,773			27,729			27,344			28,401			27,182
Common Shares and Warrants Outstanding at Period End		28,950			28,941			28,906			28,489			28,481

____________________
(1) See full description of footnote above.
(2) Includes available days for a bareboat charter for one PSV, which has been excluded from days worked and average day rates.

SEACOR MARINE HOLDINGS INC. UNAUDITED DIRECT VESSEL PROFIT (“DVP”) BY SEGMENT (in thousands, except statistics)
	Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
*United States, primarily Gulf of Mexico*
Time Charter Statistics:
Average rates per day worked	$	17,188		$	22,356		$	28,156		$	22,584		$	23,663
Fleet utilization		42	%		37	%		27	%		50	%		57	%
Fleet available days		920			921			927			1,152			1,196
Out-of-service days for repairs, maintenance and drydockings		116			179			137			61			151
Out-of-service days for cold-stacked status⁽²⁾		175			127			182			254			206
Operating Revenues:
Time charter	$	6,593		$	7,697		$	6,957		$	12,929		$	16,236
Other marine services		1,188			480			1,026			5,346			5,478
		7,781			8,177			7,983			18,275			21,714
Direct Costs and Expenses:
Operating:
Personnel		6,297			6,284			5,781			6,906			6,712
Repairs and maintenance		1,655			1,879			1,404			819			1,560
Drydocking		2,615			2,570			1,968			303			462
Insurance and loss reserves		799			943			396			1,297			332
Fuel, lubes and supplies		964			866			667			1,032			958
Other		225			226			(171	)		475			375
		12,555			12,768			10,045			10,832			10,399
Direct Vessel (Loss) Profit⁽¹⁾	$	(4,774	)	$	(4,591	)	$	(2,062	)	$	7,443		$	11,315
Other Costs and Expenses:
Lease expense	$	140		$	141		$	138		$	141		$	116
Depreciation and amortization		3,194			3,194			2,750			3,479			3,810

*Africa and Europe*
Time Charter Statistics:
Average rates per day worked	$	18,875		$	18,580		$	15,197		$	15,233		$	15,388
Fleet utilization		77	%		74	%		76	%		82	%		84	%
Fleet available days		1,990			1,969			1,775			1,748			1,748
Out-of-service days for repairs, maintenance and drydockings		203			203			238			124			111
Out-of-service days for cold-stacked status		58			91			91			92			54
Operating Revenues:
Time charter	$	28,809		$	27,047		$	20,555		$	21,791		$	22,528
Other marine services		3,048			1,028			169			189			1,943
		31,857			28,075			20,724			21,980			24,471
Direct Costs and Expenses:
Operating:
Personnel		6,083			4,969			5,181			6,007			5,089
Repairs and maintenance		3,455			3,161			3,209			2,807			2,214
Drydocking		681			1,226			2,032			1,298			320
Insurance and loss reserves		599			819			334			416			573
Fuel, lubes and supplies		2,514			1,170			1,287			623			2,573
Other		3,975			2,801			2,199			2,267			2,448
		17,307			14,146			14,242			13,418			13,217
Direct Vessel Profit⁽¹⁾	$	14,550		$	13,929		$	6,482		$	8,562		$	11,254
Other Costs and Expenses:
Lease expense	$	75		$	172		$	178		$	289		$	372
Depreciation and amortization		4,540			4,565			3,915			3,747			3,821

____________________
(1) See full description of footnote above.
(2) Includes one liftboat and one FSV cold-stacked in this region as of September 30, 2024.

SEACOR MARINE HOLDINGS INC. UNAUDITED DIRECT VESSEL PROFIT (“DVP”) BY SEGMENT (continued) (in thousands, except statistics)
	Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
*Middle East and Asia*
Time Charter Statistics:
Average rates per day worked	$	17,825		$	17,083		$	16,934		$	17,590		$	16,313
Fleet utilization		71	%		82	%		71	%		69	%		67	%
Fleet available days		1,288			1,296			1,365			1,461			1,472
Out-of-service days for repairs, maintenance and drydockings		229			168			224			360			297
Operating Revenues:
Time charter	$	16,411		$	18,073		$	16,477		$	17,729		$	16,087
Other marine services		375			619			350			539			267
		16,786			18,692			16,827			18,268			16,354
Direct Costs and Expenses:
Operating:
Personnel		5,769			6,930			5,963			5,522			5,157
Repairs and maintenance		3,318			3,443			2,712			2,590			2,623
Drydocking		832			707			1,483			624			1,056
Insurance and loss reserves		927			798			618			1,022			711
Fuel, lubes and supplies		1,043			1,103			1,198			1,242			743
Other		1,131			989			1,000			1,133			943
		13,020			13,970			12,974			12,133			11,233
Direct Vessel Profit⁽¹⁾	$	3,766		$	4,722		$	3,853		$	6,135		$	5,121
Other Costs and Expenses:
Lease expense	$	73		$	71		$	85		$	158		$	59
Depreciation and amortization		3,261			3,247			3,496			3,643			3,721

*Latin America*
Time Charter Statistics:
Average rates per day worked	$	21,984		$	22,437		$	28,308		$	20,745		$	20,656
Fleet utilization		63	%		71	%		58	%		84	%		87	%
Fleet available days⁽²⁾		828			808			938			809			766
Out-of-service days for repairs, maintenance and drydockings		94			41			1			—			67
Operating Revenues:
Time charter	$	11,500		$	12,832		$	15,274		$	14,049		$	13,817
Bareboat charter		372			364			364			368			368
Other marine services		620			1,727			1,598			143			176
		12,492			14,923			17,236			14,560			14,361
Direct Costs and Expenses:
Operating:
Personnel		3,791			3,383			4,745			3,645			2,985
Repairs and maintenance		1,517			1,761			2,438			1,388			1,021
Drydocking		1,940			1,707			1,223			336			(70	)
Insurance and loss reserves		259			539			390			209			217
Fuel, lubes and supplies		2,053			827			1,371			786			773
Other		465			419			671			522			367
		10,025			8,636			10,838			6,886			5,293
Direct Vessel Profit⁽¹⁾	$	2,467		$	6,287		$	6,398		$	7,674		$	9,068
Other Costs and Expenses:
Lease expense	$	76		$	102		$	80		$	91		$	104
Depreciation and amortization		1,933			1,933			2,721			2,153			2,110

_______________
(1) See full description of footnote above.
(2) Includes available days for a bareboat charter for one PSV, which has been excluded from days worked and average day rates.

SEACOR MARINE HOLDINGS INC. UNAUDITED PERFORMANCE BY VESSEL CLASS (in thousands, except statistics)
	Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
*AHTS*
Time Charter Statistics:
Average rates per day worked	$	10,316		$	8,125		$	8,538		$	8,937		$	9,947
Fleet utilization		46	%		49	%		75	%		64	%		50	%
Fleet available days		334			364			364			368			368
Out-of-service days for repairs, maintenance and drydockings		87			29			—			41			111
Out-of-service days for cold-stacked status		58			91			91			92			54
Operating Revenues:
Time charter	$	1,576		$	1,459		$	2,331		$	2,102		$	1,831
Other marine services		13			219			—			6			930
		1,589			1,678			2,331			2,108			2,761
Direct Costs and Expenses:
Operating:
Personnel	$	981		$	1,045		$	1,064		$	944		$	1,019
Repairs and maintenance		239			465			220			612			484
Drydocking		436			280			68			58			747
Insurance and loss reserves		66			97			43			73			88
Fuel, lubes and supplies		90			69			616			375			428
Other		263			230			287			295			378
		2,075			2,186			2,298			2,357			3,144
Other Costs and Expenses:
Lease expense	$	4		$	164		$	171		$	253		$	331
Depreciation and amortization		175			175			175			175			249

*FSV*
Time Charter Statistics:
Average rates per day worked	$	13,102		$	12,978		$	11,834		$	11,841		$	11,441
Fleet utilization		81	%		80	%		72	%		74	%		79	%
Fleet available days		2,024			2,002			2,002			2,105			2,116
Out-of-service days for repairs, maintenance and drydockings		96			128			216			337			227
Out-of-service days for cold-stacked status		83			36			91			92			69
Operating Revenues:
Time charter	$	21,606		$	20,698		$	17,081		$	18,502		$	19,135
Other marine services		1,012			516			126			163			652
		22,618			21,214			17,207			18,665			19,787
Direct Costs and Expenses:
Operating:
Personnel	$	5,637		$	5,829		$	5,649		$	5,320		$	5,144
Repairs and maintenance		4,378			4,572			3,093			2,691			2,787
Drydocking		448			457			1,869			1,710			870
Insurance and loss reserves		532			546			277			507			185
Fuel, lubes and supplies		1,962			993			1,051			1,441			1,501
Other		2,238			1,850			1,649			1,632			1,552
		15,195			14,247			13,588			13,301			12,039
Other Costs and Expenses:
Depreciation and amortization	$	4,744		$	4,746		$	4,744		$	4,879		$	5,002

SEACOR MARINE HOLDINGS INC. UNAUDITED PERFORMANCE BY VESSEL CLASS (continued) (in thousands, except statistics)
	Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
*PSV*
Time Charter Statistics:
Average rates per day worked	$	21,819		$	20,952		$	19,133		$	19,778		$	19,528
Fleet utilization		58	%		66	%		53	%		77	%		78	%
Fleet available days⁽¹⁾		1,932			1,900			1,911			1,902			1,870
Out-of-service days for repairs, maintenance and drydockings		349			291			307			109			110
Operating Revenues:
Time charter	$	24,488		$	26,390		$	19,390		$	29,140		$	28,580
Bareboat charter		372			364			364			368			368
Other marine services		2,855			2,266			416			595			696
		27,715			29,020			20,170			30,103			29,644
Direct Costs and Expenses:
Operating:
Personnel	$	9,360		$	8,979		$	8,850		$	9,017		$	8,793
Repairs and maintenance		3,798			3,151			4,393			3,520			2,504
Drydocking		2,629			2,616			3,386			472			232
Insurance and loss reserves		636			1,037			395			690			682
Fuel, lubes and supplies		3,594			1,575			1,889			1,027			2,352
Other		2,821			1,850			1,395			1,922			1,761
		22,838			19,208			20,308			16,648			16,324
Other Costs and Expenses:
Lease expense	$	(3	)	$	3		$	—		$	—		$	—
Depreciation and amortization		4,117			4,128			4,073			4,073			4,073

___________________
(1) Includes available days for a bareboat charter for one PSV, which has been excluded from days worked and average day rates.

SEACOR MARINE HOLDINGS INC. UNAUDITED PERFORMANCE BY VESSEL CLASS (continued) (in thousands, except statistics)
	Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
*Liftboats*
Time Charter Statistics:
Average rates per day worked	$	36,423		$	43,204		$	53,506		$	40,181		$	39,419
Fleet utilization		58	%		54	%		53	%		52	%		59	%
Fleet available days		736			728			728			795			828
Out-of-service days for repairs, maintenance and drydockings		109			143			78			60			111
Out-of-service days for cold-stacked status		92			91			91			162			137
Operating Revenues:
Time charter	$	15,643		$	17,102		$	20,461		$	16,754		$	19,122
Other marine services		1,142			666			1,772			4,666			4,710
		16,785			17,768			22,233			21,420			23,832
Direct Costs and Expenses:
Operating:
Personnel	$	5,926		$	6,842		$	6,140		$	5,316		$	4,983
Repairs and maintenance		1,531			2,054			2,035			769			1,643
Drydocking		2,555			2,857			1,383			321			(81	)
Insurance and loss reserves		1,334			1,482			1,282			1,554			1,148
Fuel, lubes and supplies		928			1,329			967			838			766
Other		473			519			343			531			445
		12,747			15,083			12,150			9,329			8,904
Other Costs and Expenses:
Depreciation and amortization		3,866			3,865			3,866			3,867			4,099

*Other Activity*
Operating Revenues:
Other marine services	$	209		$	187		$	829		$	787		$	876
		209			187			829			787			876
Direct Costs and Expenses:
Operating:
Personnel	$	36		$	(1,129	)	$	(33	)	$	1,483		$	4
Repairs and maintenance		(1	)		2			22			12			—
Insurance and loss reserves		16			(63	)		(259	)		120			(270	)
Fuel, lubes and supplies		—			—			—			2			—
Other		1			(14	)		25			17			(3	)
		52			(1,204	)		(245	)		1,634			(269	)
Other Costs and Expenses:
Lease expense	$	363		$	319		$	310		$	426		$	320
Depreciation and amortization		26			25			24			28			39

SEACOR MARINE HOLDINGS INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	35,601		$	40,605		$	59,593		$	67,455		$	55,840
Restricted cash		2,263			2,255			2,566			16,676			2,796
Receivables:
Trade, net of allowance for credit loss		76,497			70,770			58,272			63,728			63,246
Other		7,841			6,210			12,210			11,049			8,662
Tax receivable		983			983			983			983			445
Inventories		3,139			3,117			2,516			1,609			1,738
Prepaid expenses and other		4,840			5,659			3,425			2,686			2,957
Assets held for sale		—			500			500			500			6,093
Total current assets		131,164			130,099			140,065			164,686			141,777
Property and Equipment:
Historical cost		921,445			921,443			919,139			918,823			936,520
Accumulated depreciation		(362,604	)		(349,799	)		(337,001	)		(324,141	)		(318,549	)
		558,841			571,644			582,138			594,682			617,971
Construction in progress		11,935			11,518			13,410			10,362			9,413
Net property and equipment		570,776			583,162			595,548			605,044			627,384
Right-of-use asset – operating leases		3,575			3,683			3,988			4,291			4,907
Right-of-use asset – finance leases		19			28			29			37			45
Investments, at equity, and advances to 50% or less owned companies		2,046			2,641			3,122			4,125			3,857
Other assets		1,864			1,953			2,094			2,153			2,095
Total assets	$	709,444		$	721,566		$	744,846		$	780,336		$	780,065
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of operating lease liabilities	$	494		$	861		$	1,285		$	1,591		$	1,856
Current portion of finance lease liabilities		17			26			33			35			35
Current portion of long-term debt		28,605			28,605			28,605			28,365			28,005
Accounts payable		22,744			17,790			23,453			27,562			32,468
Other current liabilities		28,808			23,795			21,067			19,533			21,340
Total current liabilities		80,668			71,077			74,443			77,086			83,704
Long-term operating lease liabilities		3,221			3,276			3,390			3,529			3,571
Long-term finance lease liabilities		4			5			—			6			15
Long-term debt		272,325			277,740			281,989			287,544			291,843
Deferred income taxes		26,802			30,083			33,873			35,718			33,078
Deferred gains and other liabilities		1,416			1,447			2,285			2,229			2,217
Total liabilities		384,436			383,628			395,980			406,112			414,428
Equity:
SEACOR Marine Holdings Inc. stockholders’ equity:
Common stock		287			286			286			280			280
Additional paid-in capital		477,661			476,020			474,433			472,692			471,158
Accumulated deficit		(154,374	)		(138,028	)		(125,609	)		(102,425	)		(108,154	)
Shares held in treasury		(8,110	)		(8,110	)		(8,071	)		(4,221	)		(4,221	)
Accumulated other comprehensive income, net of tax		9,223			7,449			7,506			7,577			6,253
		324,687			337,617			348,545			373,903			365,316
Noncontrolling interests in subsidiaries		321			321			321			321			321
Total equity		325,008			337,938			348,866			374,224			365,637
Total liabilities and equity	$	709,444		$	721,566		$	744,846		$	780,336		$	780,065

SEACOR MARINE HOLDINGS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
				Three Months Ended
	Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023
Cash Flows from Operating Activities:
Net (Loss) Income	$	(16,346	)	$	(12,483	)	$	(23,069	)	$	5,729		$	(883	)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization		12,928			12,939			12,882			13,022			13,462
Deferred financing costs amortization		298			297			295			279			459
Stock-based compensation expense		1,604			1,587			1,645			1,510			1,540
Debt discount amortization		2,061			1,993			1,926			1,862			1,714
Allowance for credit losses		101			39			3			266			594
(Gain) loss from equipment sales, retirements or impairments		(1,821	)		(37	)		1			(18,057	)		512
Losses on debt extinguishment		—			—			—			—			177
Derivative (gains) losses		(67	)		(104	)		543			(608	)		—
Interest on finance lease		—			1			—			1			59
Settlements on derivative transactions, net		—			—			164			—			197
Currency losses (gains)		1,717			560			80			1,276			(571	)
Deferred income taxes		(3,281	)		(3,790	)		(1,845	)		2,640			(960	)
Equity (earnings) losses		(1,012	)		(966	)		1,100			(374	)		(2,273	)
Dividends received from equity investees		1,498			1,418			—			166			1,031
Changes in Operating Assets and Liabilities:
Accounts receivables		(7,411	)		(6,928	)		4,291			(3,472	)		(747	)
Other assets		1,032			(2,395	)		(1,290	)		733			493
Accounts payable and accrued liabilities		9,325			(4,378	)		(3,895	)		(6,456	)		(7,705	)
Net cash provided by (used in) operating activities		626			(12,247	)		(7,169	)		(1,483	)		7,099
Cash Flows from Investing Activities:
Purchases of property and equipment		(210	)		(658	)		(3,416	)		(3,644	)		(6,455	)
Proceeds from disposition of property and equipment		2,331			86			—			36,692			—
Net investing activities in property and equipment		2,121			(572	)		(3,416	)		33,048			(6,455	)
Principal payments on notes due from others		—			—			—			—			5,000
Net cash provided by (used in) investing activities		2,121			(572	)		(3,416	)		33,048			(1,455	)
Cash Flows from Financing Activities:
Payments on long-term debt		(7,770	)		(6,533	)		(7,530	)		(6,173	)		(4,901	)
Payments on debt extinguishment		—			—			—			—			(104,832	)
Payments on debt extinguishment cost		—			—			—			—			(1,827	)
Proceeds from issuance of long-term debt, net of issue costs		—			—			—			87			121,207
Payments on finance leases		(10	)		(9	)		(9	)		(9	)		(204	)
Proceeds from issuance of common stock, net of issue costs		—			—			—			24			—
Proceeds from exercise of stock options		38			102			—			—			—
Tax withholdings on restricted stock vesting		—			(39	)		(3,850	)		—			—
Net cash (used in) provided by financing activities		(7,742	)		(6,479	)		(11,389	)		(6,071	)		9,443
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents		(1	)		(1	)		2			1			3
Net Change in Cash, Restricted Cash and Cash Equivalents		(4,996	)		(19,299	)		(21,972	)		25,495			15,090
Cash, Restricted Cash and Cash Equivalents, Beginning of Period		42,860			62,159			84,131			58,636			43,546
Cash, Restricted Cash and Cash Equivalents, End of Period	$	37,864		$	42,860		$	62,159		$	84,131		$	58,636

SEACOR MARINE HOLDINGS INC. UNAUDITED FLEET COUNTS
	Owned		Leased-in		Managed		Total
September 30, 2024
AHTS		2		1		—		3
FSV		22		—		1		23
PSV		21		—		—		21
Liftboats		8		—		—		8
		53		1		1		55
December 31, 2023
AHTS		3		1		—		4
FSV		22		—		3		25
PSV		21		—		—		21
Liftboats		8		—		—		8
		54		1		3		58

The MIL Network –

January 25, 2025

MIL-OSI: Landmark Bancorp, Inc. Announces 30.5% Increase in Third Quarter Net Earnings and Earnings Per Share of $0.72. Declares Cash Dividend of $0.21 per Share and 5% Stock Dividend

Source: GlobeNewswire (MIL-OSI)

Manhattan, KS, Oct. 30, 2024 (GLOBE NEWSWIRE) — Landmark Bancorp, Inc. (“Landmark”; Nasdaq: LARK) reported diluted earnings per share of $0.72 for the three months ended September 30, 2024, compared to $0.55 per share in the second quarter of 2024 and $0.52 per share in the same quarter last year. Net earnings for the third quarter of 2024 amounted to $3.9 million, compared to $3.0 million in the prior quarter and $2.9 million for the third quarter of 2023. For the three months ended September 30, 2024, the return on average assets was 1.00%, the return on average equity was 11.82%, and the efficiency ratio was 66.5%.

For the first nine months of 2024, diluted earnings per share totaled $1.77 compared to $1.75 during the same period in 2023. Net earnings for the first nine months of 2024 totaled $9.7 million, compared to $9.6 million in the first nine months of 2023. For the nine months ended September 30, 2024, the return on average assets was 0.84%, the return on average equity was 10.18%, and the efficiency ratio was 68.8%.

In making this announcement, Abby Wendel, President and Chief Executive Officer of Landmark, said, “The Company delivered strong results in the third quarter 2024. Net earnings grew 30.5 percent over the prior quarter and 36.6 percent over the same period last year. Earnings per share also increased 36.5 percent over the third quarter last year. Growth in loans, margin expansion, and higher non-interest income all contributed to strong revenue growth. This quarter total loans grew $21.3 million, or 8.6 percent annualized, driven mainly by strong growth in residential mortgage, agriculture and commercial real estate loans. Additionally, net interest income grew 5.7 percent, to $11.6 million, as higher interest on loans exceeded interest costs on deposits and our net interest margin expanded by nine basis points and was 3.30 percent for the quarter. Non-interest income also increased $533,000 over the prior quarter mainly due to increases in fees and service charges earned along with a gain on the sale of a former branch. During the third quarter 2024, non-interest expense declined by $536,000, as the prior quarter included a $979,000 valuation adjustment on a former branch facility. Deposit balances increased 8.0 percent annualized during the third quarter mainly due to growth in money market, checking, and certificate of deposit accounts. Stockholders’ equity also increased by $11.4 million as lower rates this quarter reduced our net unrealized securities losses and increased our book value per share.”

Landmark’s Board of Directors declared a cash dividend of $0.21 per share, to be paid November 27, 2024, to common stockholders of record as of the close of business on November 13, 2024. The Board of Directors also declared a 5% stock dividend payable on December 16, 2024, to common stockholders of record on December 2, 2024. This is the 24th consecutive year that the Board has declared a 5% stock dividend.

Management will host a conference call to discuss the Company’s financial results at 10:00 a.m. (Central time) on Thursday, October 31, 2024. Investors may participate via telephone by dialing (833) 470-1428 and using access code 242414. A replay of the call will be available through November 30, 2024, by dialing (866) 813-9403 and using access code 908094.

SUMMARY OF THIRD QUARTER RESULTS

Net earnings in the third quarter of 2024 increased $919,000, to $3.9 million mainly due to growth in net interest income coupled with higher non-interest income and lower non-interest expense. The current quarter included a gain of $273,000 on the sale of a former branch and we also recorded a provision for credit losses of $500,000.

Net Interest Income

Net interest income in the third quarter of 2024 amounted to $11.6 million representing an increase of $630,000, or 5.7%, compared to the previous quarter. The increase in net interest income was due mainly to growth in interest income on loans, but partially offset by higher interest expense on deposits. The net interest margin increased to 3.30% during the third quarter from 3.21% during the prior quarter. Compared to the previous quarter, interest income on loans increased $911,000, or 6.1%, to $15.9 million due to both higher average balances and rates. The average tax-equivalent yield on the loan portfolio increased 10 basis points to 6.43%. Interest expense on deposits increased $157,000, or 2.8%, in the third quarter 2024, compared to the prior quarter, mainly due to higher rates on interest-bearing deposits. The average rate on interest-bearing deposits increased in the third quarter to 2.48% compared to 2.44% in the prior quarter. Interest on borrowed funds increased $55,000 due to slightly higher average balances in the current quarter.

Non-Interest Income

Non-interest income totaled $4.3 million for the third quarter of 2024, an increase of $533,000, or 14.3%, from the previous quarter. The increase in non-interest income compared to the second quarter of 2024 was primarily the result of increases of $282,000 in other non-interest income and $189,000 in fees and service charges. Gain on sales of residential mortgage loans also increased 8.6% compared to the prior quarter. The increase in other non-interest income was primarily due to a $273,000 gain on the sale of a former branch.

Non-Interest Expense

During the third quarter of 2024, non-interest expense totaled $10.6 million, a decrease of $536,000, or 4.8%, compared to the prior quarter. As mentioned above, non-interest expense in the prior quarter included a valuation allowance of $979,000 recorded on a former branch facility that was ultimately sold in the third quarter of 2024. Partially offsetting that decline were increases of $299,000 in compensation and benefits and $135,000 in occupancy and equipment.

Income Tax Expense

Landmark recorded income tax expense of $867,000 in the third quarter of 2024 compared to $587,000 in the prior quarter. The effective tax rate was 18.1% in the third quarter of 2024 compared to 16.3% in the second quarter of 2024. The increase in the effective tax rate was primarily due to higher earnings before taxes as tax-exempt income was consistent between the periods.

Balance Sheet Highlights

As of September 30, 2024, gross loans totaled $1.0 billion, an increase of $21.3 million, or 8.6% annualized since June 30, 2024. During the quarter, loan growth was primarily comprised of one-to-four family residential real estate (growth of $12.3 million), agriculture (growth of $7.5 million) and commercial real estate (growth of $5.2 million) loans. The increase in one-to-four family residential real estate loans reflects continued demand for adjustable-rate mortgage loans which are retained in our portfolio. Investment securities decreased $9.4 million during the third quarter of 2024, while pre-tax unrealized net losses on these investment securities decreased from $24.8 million at June 30, 2024 to $13.3 million at September 30, 2024.

Period end deposit balances increased $25.0 million to $1.3 billion at September 30, 2024. The increase in deposits was mainly driven by increases in money market and checking (increase of $19.2 million) and certificates of deposit (increase of $11.4 million). Average interest-bearing deposits however were down slightly this quarter compared to the second quarter. Total borrowings decreased $38.5 million during the third quarter 2024. Average borrowings, including FHLB advances and repurchase agreements increased $4.3 million this quarter compared to the second quarter. At September 30, 2024, the loan to deposits ratio was 77.6% compared to 77.5% in the prior quarter.

Stockholders’ equity increased to $139.7 million (book value of $25.39 per share) as of September 30, 2024, from $128.3 million (book value of $23.45 per share) as of June 30, 2024. The increase in stockholders’ equity was primarily due to a decline in accumulated other comprehensive losses as the unrealized net losses on investments securities declined during the third quarter. The ratio of equity to total assets increased to 8.93% on September 30, 2024, from 8.22% on June 30, 2024.

The allowance for credit losses totaled $11.5 million, or 1.15% of total gross loans on September 30, 2024, compared to $10.9 million, or 1.11% of total gross loans on June 30, 2024. Net loan charge-offs totaled $9,000 in the third quarter of 2024, compared to net loan recoveries of $52,000 during the second quarter of 2024. A provision for credit losses of $500,000 was recorded in the third quarter of 2024 compared to a no provision for credit losses in the second quarter of 2024.

Non-performing loans totaled $13.4 million, or 1.34% of gross loans at September 30, 2024 compared to $5.0 million, or 0.51% of gross loans at June 30, 2024. The increase in non-accrual loans was primarily related to one commercial loan which was put on non-accrual status this quarter. Loans 30-89 days delinquent totaled $7.3 million, or 0.73% of gross loans, as of September 30, 2024, compared to $1.9 million, or 0.19% of gross loans, as of June 30, 2024. The increase in delinquent loans was primarily related to two commercial-related loans. Foreclosed real estate owned totaled $428,000 at September 30, 2024.

About Landmark

Landmark Bancorp, Inc., the holding company for Landmark National Bank, is listed on the Nasdaq Global Market under the symbol “LARK.” Headquartered in Manhattan, Kansas, Landmark National Bank is a community banking organization dedicated to providing quality financial and banking services. Landmark National Bank has 30 locations in 24 communities across Kansas: Manhattan (2), Auburn, Dodge City (2), Fort Scott (2), Garden City, Great Bend (2), Hoisington, Iola, Junction City, Kincaid, La Crosse, Lawrence (2), Lenexa, Louisburg, Mound City, Osage City, Osawatomie, Overland Park, Paola, Pittsburg, Prairie Village, Topeka (2), Wamego and Wellsville, Kansas. Visit www.banklandmark.com for more information.

Contact:
Mark A. Herpich
Chief Financial Officer
(785) 565-2000

Special Note Concerning Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of Landmark. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this press release, including forward-looking statements, speak only as of the date they are made, and Landmark undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from those in our forward-looking statements. These factors include, among others, the following: (i) the strength of the local, national and international economies, including the effects of inflationary pressures and supply chain constraints on such economies; (ii) changes in state and federal laws, regulations and governmental policies concerning banking, securities, consumer protection, insurance, monetary, trade and tax matters, including any changes in response to the recent failures of other banks; (iii) changes in interest rates and prepayment rates of our assets; (iv) increased competition in the financial services sector and the inability to attract new customers, including from non-bank competitors such as credit unions and “fintech” companies; (v) timely development and acceptance of new products and services; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) our risk management framework; (viii) interruptions in information technology and telecommunications systems and third-party services; (ix) changes and uncertainty in benchmark interest rates, including the timing of rate changes, if any, by the Federal Reserve; (x) the effects of severe weather, natural disasters, widespread disease or pandemics, or other external events; (xi) the loss of key executives or employees; (xii) changes in consumer spending; (xiii) integration of acquired businesses; (xiv) unexpected outcomes of existing or new litigation; (xv) changes in accounting policies and practices, such as the implementation of the current expected credit losses accounting standard; (xvi) the economic impact of past and any future terrorist attacks, acts of war, including the current Israeli-Palestinian conflict and the conflict in Ukraine, or threats thereof, and the response of the United States to any such threats and attacks; (xvii) the ability to manage credit risk, forecast loan losses and maintain an adequate allowance for loan losses; (xviii) fluctuations in the value of securities held in our securities portfolio; (xix) concentrations within our loan portfolio, large loans to certain borrowers, and large deposits from certain clients; (xx) the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure; (xxi) the level of non-performing assets on our balance sheets; (xxii) the ability to raise additional capital; (xxiii) cyber-attacks; (xxiv) declines in real estate values; (xxv) the effects of fraud on the part of our employees, customers, vendors or counterparties; and (xxvi) any other risks described in the “Risk Factors” sections of reports filed by Landmark with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Additional information concerning Landmark and its business, including additional risk factors that could materially affect Landmark’s financial results, is included in our filings with the Securities and Exchange Commission.

LANDMARK BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (unaudited)

(Dollars in thousands)	September 30,			June 30,			March 31,			December 31,			September 30,
	2024			2024			2024			2023			2023
Assets
Cash and cash equivalents	$	21,211		$	23,889		$	16,468		$	27,101		$	23,821
Interest-bearing deposits at other banks		4,363			4,881			4,920			4,918			5,904
Investment securities available-for-sale, at fair value:
U.S. treasury securities		83,753			89,325			93,683			95,667			118,341
Municipal obligations, tax exempt		112,126			114,047			118,445			120,623			115,706
Municipal obligations, taxable		75,129			74,588			75,371			79,083			73,993
Agency mortgage-backed securities		140,004			142,499			149,777			157,396			148,817
Total investment securities available-for-sale		411,012			420,459			437,276			452,769			456,857
Investment securities held-to-maturity		3,643			3,613			3,584			3,555			3,525
Bank stocks, at cost		7,894			9,647			7,850			8,123			8,009
Loans:
One-to-four family residential real estate		344,380			332,090			312,833			302,544			289,571
Construction and land		23,454			30,480			24,823			21,090			21,657
Commercial real estate		324,016			318,850			323,397			320,962			323,427
Commercial		181,652			178,876			181,945			180,942			185,831
Agriculture		91,986			84,523			86,808			89,680			84,560
Municipal		7,098			6,556			5,690			4,507			3,200
Consumer		29,263			29,200			28,544			28,931			29,180
Total gross loans		1,001,849			980,575			964,040			948,656			937,426
Net deferred loan (fees) costs and loans in process		(63	)		(583	)		(578	)		(429	)		(396	)
Allowance for credit losses		(11,544	)		(10,903	)		(10,851	)		(10,608	)		(10,970	)
Loans, net		990,242			969,089			952,611			937,619			926,060
Loans held for sale, at fair value		3,250			2,513			2,697			853			1,857
Bank owned life insurance		39,176			38,826			38,578			38,333			38,090
Premises and equipment, net		20,976			20,986			20,696			19,709			23,911
Goodwill		32,377			32,377			32,377			32,377			32,377
Other intangible assets, net		2,729			2,900			3,071			3,241			3,414
Mortgage servicing rights		3,041			2,997			2,977			3,158			3,368
Real estate owned, net		428			428			428			928			934
Other assets		23,309			28,149			29,684			28,988			29,459
Total assets	$	1,563,651		$	1,560,754		$	1,553,217		$	1,561,672		$	1,557,586

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing demand		360,188			360,631			364,386			367,103			395,046
Money market and checking		565,629			546,385			583,315			613,613			586,651
Savings		145,825			150,996			154,000			152,381			157,112
Certificates of deposit		203,860			192,470			191,823			183,154			169,225
Total deposits		1,275,502			1,250,482			1,293,524			1,316,251			1,308,034
FHLB and other borrowings		92,050			131,330			74,716			64,662			82,569
Subordinated debentures		21,651			21,651			21,651			21,651			21,651
Repurchase agreements		9,528			8,745			15,895			12,714			12,590
Accrued interest and other liabilities		25,229			20,292			20,760			19,480			23,185
Total liabilities		1,423,960			1,432,500			1,426,546			1,434,758			1,448,029
Stockholders’ equity:
Common stock		55			55			55			55			52
Additional paid-in capital		89,532			89,469			89,364			89,208			84,568
Retained earnings		60,549			57,774			55,912			54,282			57,280
Treasury stock, at cost		(396	)		(330	)		(249	)		(75	)		–
Accumulated other comprehensive loss		(10,049	)		(18,714	)		(18,411	)		(16,556	)		(32,343	)
Total stockholders’ equity		139,691			128,254			126,671			126,914			109,557
Total liabilities and stockholders’ equity	$	1,563,651		$	1,560,754		$	1,553,217		$	1,561,672		$	1,557,586

LANDMARK BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings (unaudited)

(Dollars in thousands, except per share amounts)	Three months ended,						Nine months ended,
	September 30,		June 30,		September 30,		September 30,		September 30,
	2024		2024		2023		2024		2023
Interest income:
Loans	$	15,933	$	15,022	$	13,531	$	45,445	$	37,530
Investment securities:
Taxable		2,301		2,359		2,445		7,088		7,141
Tax-exempt		747		759		772		2,270		2,333
Interest-bearing deposits at banks		41		40		46		144		193
Total interest income		19,022		18,180		16,794		54,947		47,197
Interest expense:
Deposits		5,830		5,673		4,384		16,960		10,375
FHLB and other borrowings		1,100		1,027		1,251		3,149		2,845
Subordinated debentures		416		418		417		1,246		1,168
Repurchase agreements		72		88		116		267		403
Total interest expense		7,418		7,206		6,168		21,622		14,791
Net interest income		11,604		10,974		10,626		33,325		32,406
Provision for credit losses		500		–		–		800		299
Net interest income after provision for credit losses		11,104		10,974		10,626		32,525		32,107
Non-interest income:
Fees and service charges		2,880		2,691		2,618		8,032		7,457
Gains on sales of loans, net		704		648		491		1,864		2,014
Bank owned life insurance		254		248		230		747		671
Other		415		133		313		730		834
Total non-interest income		4,253		3,720		3,652		11,373		10,976
Non-interest expense:
Compensation and benefits		5,803		5,504		5,811		16,839		16,925
Occupancy and equipment		1,429		1,294		1,373		4,113		4,136
Data processing		464		492		458		1,437		1,478
Amortization of mortgage servicing rights and other intangibles		256		256		474		924		1,407
Professional fees		573		649		624		1,869		1,722
Valuation allowance on real estate held for sale		–		979		–		1,108		–
Other		2,034		1,921		1,989		5,915		5,753
Total non-interest expense		10,559		11,095		10,729		32,205		31,421
Earnings before income taxes		4,798		3,599		3,549		11,693		11,662
Income tax expense		867		587		671		1,972		2,065
Net earnings	$	3,931	$	3,012	$	2,878	$	9,721	$	9,597

Net earnings per share (1)
Basic	$	0.72	$	0.55	$	0.53	$	1.77	$	1.75
Diluted		0.72		0.55		0.52		1.77		1.75
Dividends per share (1)		0.21		0.21		0.20		0.63		0.60
Shares outstanding at end of period (1)		5,501,221		5,469,566		5,481,805		5,501,221		5,481,805
Weighted average common shares outstanding – basic (1)		5,490,808		5,471,724		5,479,909		5,477,453		5,476,703
Weighted average common shares outstanding – diluted (1)		5,495,728		5,474,336		5,482,633		5,481,456		5,481,270

Tax equivalent net interest income	$	11,777	$	11,167	$	10,809	$	33,852	$	32,974

(1) Share and per share values at or for the period ended September 30, 2023 have been adjusted to give effect to the 5% stock dividend paid during December 2023.

LANDMARK BANCORP, INC. AND SUBSIDIARIES
Select Ratios and Other Data (unaudited)

(Dollars in thousands, except per share amounts)	As of or for the three months ended,									As of or for the nine months ended,
	September 30,			June 30,			September 30,			September 30,			September 30,
	2024			2024			2023			2024			2023
Performance ratios:
Return on average assets (1)		1.00	%		0.78	%		0.74	%		0.84	%		0.84	%
Return on average equity (1)		11.82	%		9.72	%		9.87	%		10.18	%		11.13	%
Net interest margin (1)(2)		3.30	%		3.21	%		3.06	%		3.21	%		3.19	%
Effective tax rate		18.1	%		16.3	%		18.9	%		16.9	%		17.7	%
Efficiency ratio (3)		66.5	%		67.9	%		73.8	%		68.8	%		71.0	%
Non-interest income to total income (3)		25.5	%		25.4	%		25.6	%		25.0	%		25.3	%

Average balances:
Investment securities	$	428,301		$	437,136		$	486,706		$	440,744		$	493,853
Loans		985,659			955,104			906,289			962,252			877,048
Assets		1,562,482			1,545,816			1,549,724			1,554,682			1,528,938
Interest-bearing deposits		936,218			936,237			902,727			935,958			886,227
FHLB and other borrowings		77,958			72,875			89,441			74,496			70,774
Subordinated debentures		21,651			21,651			21,651			21,651			21,651
Repurchase agreements		10,774			11,524			15,387			12,218			19,903
Stockholders’ equity	$	132,271		$	124,624		$	115,644		$	127,597		$	115,275

Average tax equivalent yield/cost (1):
Investment securities		2.99	%		3.04	%		2.77	%		2.99	%		2.72	%
Loans		6.43	%		6.33	%		5.93	%		6.31	%		5.72	%
Total interest-bearing assets		5.38	%		5.29	%		4.81	%		5.26	%		4.62	%
Interest-bearing deposits		2.48	%		2.44	%		1.93	%		2.42	%		1.57	%
FHLB and other borrowings		5.61	%		5.67	%		5.55	%		5.65	%		5.37	%
Subordinated debentures		7.64	%		7.76	%		7.64	%		7.69	%		7.21	%
Repurchase agreements		2.66	%		3.07	%		2.99	%		2.92	%		2.71	%
Total interest-bearing liabilities		2.82	%		2.78	%		2.38	%		2.77	%		1.98	%

Capital ratios:
Equity to total assets		8.93	%		8.22	%		7.03	%
Tangible equity to tangible assets (3)		6.84	%		6.09	%		4.85	%
Book value per share	$	25.39		$	23.45		$	19.99
Tangible book value per share (3)	$	19.01		$	17.00		$	13.46

Rollforward of allowance for credit losses (loans):
Beginning balance	$	10,903		$	10,851		$	10,449		$	10,608		$	8,791
Adoption of CECL		–			–			–			–			1,523
Charge-offs		(153	)		(119	)		(142	)		(413	)		(408	)
Recoveries		144			171			663			449			814
Provision for credit losses for loans		650			–			–			900			250
Ending balance	$	11,544		$	10,903		$	10,970		$	11,544		$	10,970

Allowance for unfunded loan commitments	$	150		$	300		$	200

Non-performing assets:
Non-accrual loans	$	13,415		$	5,007		$	4,440
Accruing loans over 90 days past due		–			–			–
Real estate owned		428			428			934
Total non-performing assets	$	13,843		$	5,435		$	5,374

Loans 30-89 days delinquent	$	7,301		$	1,872		$	6,173

Other ratios:
Loans to deposits		77.64	%		77.50	%		70.80	%
Loans 30-89 days delinquent and still accruing to gross loans outstanding		0.73	%		0.19	%		0.66	%
Total non-performing loans to gross loans outstanding		1.34	%		0.51	%		0.47	%
Total non-performing assets to total assets		0.89	%		0.35	%		0.35	%
Allowance for credit losses to gross loans outstanding		1.15	%		1.11	%		1.17	%
Allowance for credit losses to total non-performing loans		86.05	%		217.76	%		247.07	%
Net loan charge-offs to average loans (1)		0.00	%		-0.02	%		-0.23	%		0.00	%		-0.06	%

(1	)	Information is annualized.
(2	)	Net interest margin is presented on a fully tax equivalent basis, using a 21% federal tax rate.
(3	)	Non-GAAP financial measures. See the “Non-GAAP Financial Measures” section of this press release for a reconciliation to the most comparable GAAP equivalent.

LANDMARK BANCORP, INC. AND SUBSIDIARIES
Non-GAAP Finacials Measures (unaudited)

(Dollars in thousands, except per share amounts)	As of or for the three months ended,									As of or for the nine months ended,
	September 30,			June 30,			September 30,			September 30,			September 30,
	2024			2024			2023			2024			2023

Non-GAAP financial ratio reconciliation:
Total non-interest expense	$	10,559		$	11,095		$	10,729		$	32,205		$	31,421
Less: foreclosure and real estate owned expense		(23	)		39			(1	)		(34	)		(21	)
Less: amortization of other intangibles		(171	)		(171	)		(196	)		(512	)		(591	)
Less: valuation allowance on real estate held for sale		–			(979	)		–			(1,108	)		–
Adjusted non-interest expense (A)		10,365			9,984			10,532			30,551			30,809

Net interest income (B)		11,604			10,974			10,626			33,325			32,406

Non-interest income		4,253			3,720			3,652			11,373			10,976
Less: losses (gains) on sales of investment securities, net		–			–			–			–			–
Less: gains on sales of premises and equipment and foreclosed assets		(273	)		9			–			(264	)		(1	)
Adjusted non-interest income (C)	$	3,980		$	3,729		$	3,652		$	11,109		$	10,975

Efficiency ratio (A/(B+C))		66.5	%		67.9	%		73.8	%		68.8	%		71.0	%
Non-interest income to total income (C/(B+C))		25.5	%		25.4	%		25.6	%		25.0	%		25.3	%

Total stockholders’ equity	$	139,691		$	128,254		$	109,557
Less: goodwill and other intangible assets		(35,106	)		(35,277	)		(35,791	)
Tangible equity (D)	$	104,585		$	92,977		$	73,766

Total assets	$	1,563,651		$	1,560,754		$	1,557,586
Less: goodwill and other intangible assets		(35,106	)		(35,277	)		(35,791	)
Tangible assets (E)	$	1,528,545		$	1,525,477		$	1,521,795

Tangible equity to tangible assets (D/E)		6.84	%		6.09	%		4.85	%

Shares outstanding at end of period (F)		5,501,221			5,469,566			5,481,805

Tangible book value per share (D/F)	$	19.01		$	17.00		$	13.46

The MIL Network –

January 25, 2025

MIL-OSI: Nokia Corporation: Repurchase of own shares on 30.10.2024

Source: GlobeNewswire (MIL-OSI)

Nokia Corporation
Stock Exchange Release
30 October 2024 at 22:30 EET

Nokia Corporation: Repurchase of own shares on 30.10.2024

Espoo, Finland – On 30 October 2024 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	1,347,700	4.45
CEUX	200,000	4.45
BATE	–	–
AQEU	–	–
TQEX	–	–
Total	1,547,700	4.45

* Rounded to two decimals

On 25 January 2024, Nokia announced that its Board of Directors is initiating a share buyback program to return up to EUR 600 million of cash to shareholders in tranches over a period of two years. The first phase of the share buyback program started on 20 March 2024. On 19 July 2024, Nokia decided to accelerate the share buybacks by increasing the number of shares to be repurchased during the year 2024. The post-increase 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 22 July 2024 and end by 31 December 2024 with a maximum aggregate purchase price of EUR 600 million for all purchases during 2024.

Total cost of transactions executed on 30 October 2024 was EUR 6,883,705. After the disclosed transactions, Nokia Corporation holds 190,407,909 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.

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 40 803 4080
Email: investor.relations@nokia.com

Attachment

Daily Report 2024-10-30

The MIL Network –

January 25, 2025

MIL-OSI: Altair Signs Definitive Agreement with Siemens to be Acquired for $10.6 Billion

Source: GlobeNewswire (MIL-OSI)

TROY, Mich., Oct. 30, 2024 (GLOBE NEWSWIRE) — Altair (Nasdaq: ALTR), a global leader in computational intelligence, today announced that it has entered into a definitive agreement to be acquired by Siemens, a leading technology company focused on industry, infrastructure, mobility, and healthcare. Altair stockholders will receive $113.00 per share in cash, representing an equity value of approximately $10.6 billion. The $113.00 per share cash consideration represents a 19% premium to the closing price of Altair common stock on October 21, 2024, the last trading day prior to media speculation regarding a potential transaction, and a 13% premium to Altair’s unaffected all-time high closing price.

“This acquisition represents the culmination of nearly 40 years in which Altair has grown from a startup in Detroit to a world-class software and technology company. We have added thousands of customers globally in manufacturing, life sciences, energy and financial services, and built an amazing workforce, and innovative culture,” said James Scapa, Altair’s founder and CEO. “We believe this combination of two strongly complementary leaders in the engineering software space brings together Altair’s broad portfolio in simulation, data science, and HPC with Siemens’ strong position in mechanical and EDA design. Siemens’ outstanding technology, strategic customer relationships, and honest, technical culture is an excellent fit for Altair to continue its journey driving innovation with computational intelligence.”

“Acquiring Altair marks a significant milestone for Siemens. This strategic investment aligns with our commitment to accelerate the digital and sustainability transformations of our customers by combining the real and digital worlds. The addition of Altair’s capabilities in simulation, high performance computing, data science, and artificial intelligence together with Siemens Xcelerator will create the world’s most complete AI-powered design and simulation portfolio,” said Roland Busch, President and CEO of Siemens AG. “It is a logical next step: we have been building our leadership in industrial software for the last 15 years, most recently, democratizing the benefits of data and AI for entire industries.”

Approvals and Timing

The transaction, which was unanimously approved by the Altair Board of Directors, is expected to close in the second half of 2025, following the receipt of regulatory approvals, Altair stockholder approval and the satisfaction of customary closing conditions. Upon completion of the transaction, Altair’s common stock will no longer be listed on any public stock exchange.

Third Quarter 2024 Financial Results

In a separate press release, Altair today announced its third quarter fiscal year 2024 financial results. The press release is available on the Investor Relations section of the Company’s website. In light of the announced transaction with Siemens, Altair has cancelled its earnings conference call previously scheduled for 5:00 p.m. ET / 2:00 p.m. PT this afternoon, October 30, 2024.

Advisors

Citi and J.P. Morgan Securities LLC are serving as financial advisors to Altair, and Davis Polk & Wardwell LLP and Lowenstein Sandler LLP are serving as the Company’s legal advisors.

About Altair
Altair is a global leader in computational intelligence that provides software and cloud solutions in simulation, high-performance computing (HPC), data analytics, and AI. Altair enables organizations across all industries to compete more effectively and drive smarter decisions in an increasingly connected world – all while creating a greener, more sustainable future. To learn more, please visit www.altair.com.

About Siemens

Siemens AG (Berlin and Munich) is a leading technology company focused on industry, infrastructure, mobility, and healthcare. The company’s purpose is to create technology to transform the everyday, for everyone. By combining the real and the digital worlds, Siemens empowers customers to accelerate their digital and sustainability transformations, making factories more efficient, cities more livable, and transportation more sustainable. Siemens also owns a majority stake in the publicly listed company, Siemens Healthineers, a leading global medical technology provider shaping the future of healthcare. In fiscal 2023, which ended on September 30, 2023, the Siemens Group generated revenue of €74.9 billion and net income of €8.5 billion. As of September 30, 2023, the company employed around 305,000 people worldwide on the basis of continuing operations. Further information is available on the Internet at www.siemens.com.

Important Information and Where to Find It

This communication relates to a proposed transaction between Altair and Siemens Industry Software Inc. (“Parent”). In connection with this proposed transaction, Altair will file a Current Report on Form 8-K with further information regarding the terms and conditions contained in the definitive transaction agreements and a proxy statement on Schedule 14A or other documents with the United States Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement or other document that Altair may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ALTAIR ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, when available, will be mailed to stockholders of Altair as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by Altair through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Altair will be available free of charge on Altairs internet website at https://investor.altair.com or by contacting Altair’s primary investor relations contact by email at ir@altair.com or by phone at (248) 614-2400.

Participants in Solicitation

Altair, Parent, Siemens AG, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Altair, their ownership of Altair common shares, and Altair’s transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 22, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000095017024018804/altr-20231231.htm), in its proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders in the sections entitled “Corporate Governance Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Transactions with Related Persons”, which was filed with the SEC on April 5, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000119312524087903/d722499ddef14a.htm), certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports on Form 8-K.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, 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.

Forward Looking Statements

This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements regarding the proposed transaction, including the expected timing and closing of the proposed transaction; Altair’s ability to consummate the proposed transaction; the expected benefits of the proposed transaction and other considerations taken into account by the Altair Board of Directors in approving the proposed transaction; the amounts to be received by stockholders and expectations for Altair prior to and following the closing of the proposed transaction, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of Altair based on current expectations and assumptions relating to Altair’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the timing to consummate the proposed transaction, (ii) the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, (iii) the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (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 the common stock of Altair, (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Altair to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, dated October 30, 2024, with Siemens (the “Merger Agreement”), including in circumstances requiring Altair to pay a termination fee, (ix) the risk that competing offers will be made; (x) unexpected costs, charges or expenses resulting from the merger, (xi) potential litigation relating to the merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that Altair’s businesses serve which could have an effect on demand for Altair’s products and impact Altair’s profitability and (xiii) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, raw material pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Altair’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A – Risk Factors of Altair’s Annual Report on Form 10-K for the year ended December 31, 2023 and in Altair’s other filings with the SEC. The list of factors is not intended to be exhaustive.

These forward-looking statements speak only as of the date of this communication, and Altair does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of Altair.

Media Relations
Jennifer Ristic
216-849-3109
jristic@altair.com

Investor Relations
Stephen Palmtag
669-328-9111
spalmtag@altair.com

The MIL Network –

January 25, 2025

MIL-OSI: Altair Announces Third Quarter 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

TROY, Mich., Oct. 30, 2024 (GLOBE NEWSWIRE) — Altair (Nasdaq: ALTR), today released its financial results for the third quarter and nine months ended September 30, 2024.

Immediately prior to the dissemination of this press release, Altair issued a press release announcing that it has entered into a merger agreement with a subsidiary of Siemens pursuant to which Altair will be acquired and stockholders of Altair will receive cash merger consideration as more fully described in that press release.

Third Quarter 2024 Financial Results

Software revenue was $138.7 million compared to $119.1 million for the third quarter of 2023, an increase of 16.5% in reported currency and 16.2% in constant currency
Total revenue was $151.5 million compared to $134.0 million for the third quarter of 2023, an increase of 13.0% in reported currency and 12.8% in constant currency
Net income was $1.8 million compared to a net loss of $(4.4) million for the third quarter of 2023, an improvement in earnings of $6.2 million. Net income per share, diluted was $0.02 based on 88.4 million diluted weighted average common shares outstanding, compared to net loss per share, diluted of $(0.05) for the third quarter of 2023, based on 80.4 million diluted weighted average common shares outstanding. Net income margin was 1.2% compared to net loss margin of (3.3)% for the third quarter of 2023
Non-GAAP net income was $21.2 million, compared to non-GAAP net income of $12.7 million for the third quarter of 2023, an increase of $8.5 million. Non-GAAP net income per share, diluted was $0.24 based on 88.4 million non-GAAP diluted common shares outstanding, compared to non-GAAP net income per share, diluted of $0.15 for the third quarter of 2023, based on 85.3 million non-GAAP diluted common shares outstanding
Adjusted EBITDA was $25.7 million compared to $15.5 million for the third quarter of 2023, an increase of 66.3% Adjusted EBITDA margin was 17.0% compared to 11.5% for the third quarter of 2023
Cash provided by operating activities was $14.5 million, compared to $16.4 million for the third quarter of 2023
Free cash flow was $9.8 million, compared to $14.7 million for the third quarter of 2023.

Conference Call Information

In light of the proposed transaction with Siemens, Altair is suspending quarterly financial results conference calls and its quarterly and annual guidance.

Non-GAAP Financial Measures

This press release contains the following non-GAAP financial measures: Non-GAAP Net Income, Non-GAAP Net Income Per Share, Billings, Adjusted EBITDA, Free Cash Flow, Non-GAAP Gross Profit and Non-GAAP Operating Expense.

Altair believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. The Company’s management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis, for purposes of determining executive and senior management incentive compensation and for budgeting and planning purposes. The Company also believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.

Non-GAAP net income excludes stock-based compensation, amortization of intangible assets related to acquisitions, asset impairment charges, non-cash interest expense, other special items as identified by management and described elsewhere in this press release, and the impact of non-GAAP tax rate to income tax expense, which approximates our tax rate excluding discrete items and other specific events that can fluctuate from period to period.

Non-GAAP diluted common shares is calculated using the treasury stock method to calculate the effect of dilutive securities, stock options, restricted stock units and employee stock purchase plan shares and using the if-converted method to calculate the effect of convertible instruments. This is the same methodology that is used when calculating GAAP diluted shares. However, the determination of whether the shares are dilutive or antidilutive is made independently on a GAAP and non-GAAP net income (loss) basis and therefore the number of diluted shares outstanding for GAAP and non-GAAP may be different.

Billings consists of total revenue plus the change in deferred revenue, excluding deferred revenue from acquisitions.

Adjusted EBITDA represents net income adjusted for income tax expense, interest expense, interest income and other, depreciation and amortization, stock-based compensation expense, asset impairment charges and other special items as identified by management and described elsewhere in this press release.

Free cash flow consists of cash flow from operations less capital expenditures.

Non-GAAP gross profit represents gross profit adjusted for stock-based compensation expense and other special items as identified by management and described elsewhere in this press release.

Non-GAAP operating expense represents operating expense excluding stock-based compensation expense, amortization, asset impairment charges and other special items as identified by management and described elsewhere in this press release.

Company management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Altair urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business.

Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with the financial tables at the end of this release.

About Altair

Altair is a global leader in computational intelligence that provides software and cloud solutions in simulation, high-performance computing (HPC), data analytics and AI. Altair enables organizations across all industries to compete more effectively and drive smarter decisions in an increasingly connected world – all while creating a greener, more sustainable future. To learn more, please visit https://www.altair.com.

Important Information and Where to Find It

This communication relates to a proposed transaction between Altair and Siemens Industry Software Inc. (“Parent”). In connection with this proposed transaction, Altair will file a Current Report on Form 8-K with further information regarding the terms and conditions contained in the definitive transaction agreements and a proxy statement on Schedule 14A or other documents with the United States Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement or other document that Altair may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ALTAIR ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, when available, will be mailed to stockholders of Altair as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by Altair through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Altair will be available free of charge on Altair’s internet website at https://investor.altair.com or by contacting Altair’s primary investor relations contact by email at ir@altair.com or by phone at (248) 614-2400.

Participants in Solicitation

Altair, Parent, Siemens AG, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Altair, their ownership of Altair common shares, and Altair’s transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 22, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000095017024018804/altr-20231231.htm), in its proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders in the sections entitled “Corporate Governance Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Transactions with Related Persons”, which was filed with the SEC on April 5, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000119312524087903/d722499ddef14a.htm), certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports on Form 8-K.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, 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.

Forward-Looking Statements

This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements regarding the proposed transaction, including the expected timing and closing of the proposed transaction; Altair’s ability to consummate the proposed transaction; the expected benefits of the proposed transaction and other considerations taken into account by the Altair Board of Directors in approving the proposed transaction; the amounts to be received by stockholders and expectations for Altair prior to and following the closing of the proposed transaction, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of Altair based on current expectations and assumptions relating to Altair’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the timing to consummate the proposed transaction, (ii) the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, (iii) the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (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 the common stock of Altair, (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Altair to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, dated October 30, 2024, with Siemens (the “Merger Agreement”), including in circumstances requiring Altair to pay a termination fee, (ix) the risk that competing offers will be made; (x) unexpected costs, charges or expenses resulting from the merger, (xi) potential litigation relating to the merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that Altair’s businesses serve which could have an effect on demand for Altair’s products and impact Altair’s profitability and (xiii) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, raw material pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Altair’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A – Risk Factors of Altair’s Annual Report on Form 10-K for the year ended December 31, 2023 and in Altair’s other filings with the SEC. The list of factors is not intended to be exhaustive.

These forward-looking statements speak only as of the date of this communication, and Altair does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of Altair.

Media Relations
Altair
Jennifer Ristic
216-849-3109
jristic@altair.com

Investor Relations
Altair
Stephen Palmtag
669-328-9111
spalmtag@altair.com

ALTAIR ENGINEERING INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
(In thousands)	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	513,371		$	467,459
Accounts receivable, net		121,345			190,461
Income tax receivable		20,794			16,650
Prepaid expenses and other current assets		31,489			26,053
Total current assets		686,999			700,623
Property and equipment, net		40,908			39,803
Operating lease right of use assets		31,856			30,759
Goodwill		476,209			458,125
Other intangible assets, net		84,904			83,550
Deferred tax assets		9,661			9,955
Other long-term assets		47,331			40,678
TOTAL ASSETS	$	1,377,868		$	1,363,493
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	3,607		$	8,995
Accrued compensation and benefits		43,497			45,081
Current portion of operating lease liabilities		8,212			8,825
Other accrued expenses and current liabilities		40,267			48,398
Deferred revenue		114,525			131,356
Current portion of convertible senior notes, net		—			81,455
Total current liabilities		210,108			324,110
Convertible senior notes, net		226,812			225,929
Operating lease liabilities, net of current portion		24,484			22,625
Deferred revenue, non-current		26,310			32,347
Other long-term liabilities		53,254			47,151
TOTAL LIABILITIES		540,968			652,162
Commitments and contingencies
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.0001 par value), authorized 45,000 shares, none issued and outstanding		—			—
Common stock ($0.0001 par value)
Class A common stock, authorized 513,797 shares, issued and outstanding 59,518 and 55,240 shares as of September 30, 2024, and December 31, 2023, respectively		5			5
Class B common stock, authorized 41,203 shares, issued and outstanding 25,432 and 26,814 shares as of September 30, 2024, and December 31, 2023, respectively		3			3
Additional paid-in capital		971,835			864,135
Accumulated deficit		(117,324	)		(130,503	)
Accumulated other comprehensive loss		(17,619	)		(22,309	)
TOTAL STOCKHOLDERS’ EQUITY		836,900			711,331
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,377,868		$	1,363,493

ALTAIR ENGINEERING INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share data)	2024			2023			2024			2023
Revenue
License	$	92,939		$	79,825		$	303,345		$	279,972
Maintenance and other services		45,733			39,252			129,179			114,069
Total software		138,672			119,077			432,524			394,041
Engineering services and other		12,778			14,926			40,633			47,157
Total revenue		151,450			134,003			473,157			441,198
Cost of revenue
License		2,795			3,083			10,437			11,888
Maintenance and other services		16,045			13,689			46,410			41,754
Total software *		18,840			16,772			56,847			53,642
Engineering services and other		11,175			12,314			34,577			38,976
Total cost of revenue		30,015			29,086			91,424			92,618
Gross profit		121,435			104,917			381,733			348,580
Operating expenses:
Research and development *		56,111			51,598			164,014			160,126
Sales and marketing *		45,559			44,069			136,468			132,543
General and administrative *		17,500			17,218			54,555			53,791
Amortization of intangible assets		9,246			7,704			24,313			23,143
Other operating (income) expense, net		(2,669	)		(4,408	)		(4,337	)		1,324
Total operating expenses		125,747			116,181			375,013			370,927
Operating (loss) income		(4,312	)		(11,264	)		6,720			(22,347	)
Interest expense		1,317			1,529			4,497			4,583
Other income, net		(10,758	)		(1,890	)		(20,465	)		(9,698	)
Income (loss) before income taxes		5,129			(10,903	)		22,688			(17,232	)
Income tax expense (benefit)		3,350			(6,541	)		9,509			11,369
Net income (loss)	$	1,779		$	(4,362	)	$	13,179		$	(28,601	)
Earnings (loss) per share, basic
Earnings (loss) per share	$	0.02		$	(0.05	)	$	0.16		$	(0.36	)
Weighted average shares		84,835			80,431			83,680			80,204
Earnings (loss) per share, diluted
Earnings (loss) per share	$	0.02		$	(0.05	)	$	0.15		$	(0.36	)
Weighted average shares		88,425			80,431			87,854			80,204

* Amounts include stock-based compensation expense as follows (in thousands):

	(Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Cost of revenue – software	$	2,131	$	2,468	$	6,230	$	7,792
Research and development		6,378		7,824		19,356		26,510
Sales and marketing		5,176		6,933		14,675		22,105
General and administrative		3,671		3,301		10,449		10,016
Total stock-based compensation expense	$	17,356	$	20,526	$	50,710	$	66,423

ALTAIR ENGINEERING INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

	Nine Months Ended September 30,
(In thousands)	2024			2023
OPERATING ACTIVITIES:
Net income (loss)	$	13,179		$	(28,601	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		31,120			29,271
Stock-based compensation expense		50,710			66,423
Deferred income taxes		(114	)		2,178
Loss on mark-to-market adjustment of contingent consideration		189			4,494
Other, net		1,520			1,385
Changes in assets and liabilities:
Accounts receivable, net		72,916			47,226
Prepaid expenses and other current assets		(7,895	)		959
Other long-term assets		408			(1,491	)
Accounts payable		(5,416	)		(5,494	)
Accrued compensation and benefits		(1,977	)		(2,726	)
Other accrued expenses and current liabilities		(12,261	)		(4,526	)
Deferred revenue		(25,825	)		(3,442	)
Net cash provided by operating activities		116,554			105,656
INVESTING ACTIVITIES:
Payments for acquisition of businesses, net of cash acquired		(25,575	)		(3,235	)
Capital expenditures		(9,739	)		(7,882	)
Other investing activities, net		(5,036	)		(2,452	)
Net cash used in investing activities		(40,350	)		(13,569	)
FINANCING ACTIVITIES:
Settlement of convertible senior notes		(81,729	)		—
Proceeds from the exercise of common stock options		43,721			25,526
Proceeds from employee stock purchase plan contributions		7,112			5,772
Payments for repurchase and retirement of common stock		—			(6,255	)
Other financing activities		—			(73	)
Net cash (used in) provided by financing activities		(30,896	)		24,970
Effect of exchange rate changes on cash, cash equivalents and restricted cash		554			(2,599	)
Net increase in cash, cash equivalents and restricted cash		45,862			114,458
Cash, cash equivalents and restricted cash at beginning of year		467,576			316,958
Cash, cash equivalents and restricted cash at end of period	$	513,438		$	431,416

Change in Presentation of Revenue and Cost of Revenue

Effective in the first quarter of 2024, the Company changed the presentation of revenue and cost of revenue in its Consolidated Statements of Operations to combine the financial statement line items (“FSLIs”) labeled “Software related services”, “Client engineering services” and “Other” into one FSLI labeled “Engineering services and other”. The change in presentation has been applied retrospectively and does not affect the software revenue, total revenue, software cost of revenue or total cost of revenue amounts previously reported or have any effect on segment reporting.

Financial Results

The following table provides a reconciliation of Non-GAAP net income and Non-GAAP net income per share – diluted, to net income (loss) and net income (loss) per share – diluted, the most comparable GAAP financial measures:

		(Unaudited)
		Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share amounts)		2024			2023			2024			2023
Net income (loss)		$	1,779		$	(4,362	)	$	13,179		$	(28,601	)
Stock-based compensation expense			17,356			20,526			50,710			66,423
Amortization of intangible assets			9,246			7,704			24,313			23,143
Non-cash interest expense			310			469			1,204			1,399
Impact of non-GAAP tax rate ⁽¹⁾			(3,721	)		(10,997	)		(14,564	)		(8,897	)
Special adjustments and other ⁽²⁾			(3,756	)		(658	)		(2,622	)		4,212
	Non-GAAP net income	$	21,214		$	12,682		$	72,220		$	57,679

Net income (loss) per share, diluted		$	0.02		$	(0.05	)	$	0.15		$	(0.36	)
Non-GAAP net income per share, diluted		$	0.24		$	0.15		$	0.82		$	0.68

GAAP diluted shares outstanding			88,425			80,431			87,854			80,204
Non-GAAP diluted shares outstanding			88,425			85,347			87,854			84,857

(1)	For the three and nine months ended September 30, 2024, the Company used a non-GAAP effective tax rate of 25%. For the three and nine months ended September 30, 2023, the Company used a non-GAAP effective tax rate of 26%.
(2)	The three months ended September 30, 2024, includes $3.8 million of currency gains on acquisition-related intercompany loans. The three months ended September 30, 2023, includes a $3.5 million gain from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $2.8 million of currency losses on acquisition-related intercompany loans. The nine months ended September 30, 2024, includes $2.8 million of currency gains on acquisition-related intercompany loans, and a $0.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The nine months ended September 30, 2023, includes a $4.5 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $0.3 million of currency gains on acquisition-related intercompany loans.

The following table provides a reconciliation of Adjusted EBITDA to net income (loss), the most comparable GAAP financial measure:

		(Unaudited)
		Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)		2024			2023			2024			2023
Net income (loss)		$	1,779		$	(4,362	)	$	13,179		$	(28,601	)
Income tax (benefit) expense			3,350			(6,541	)		9,509			11,369
Stock-based compensation expense			17,356			20,526			50,710			66,423
Interest expense			1,317			1,529			4,497			4,583
Depreciation and amortization			11,563			9,783			31,120			29,271
Special adjustments, interest income and other ⁽¹⁾			(9,660	)		(5,481	)		(20,144	)		(7,480	)
	Adjusted EBITDA	$	25,705		$	15,454		$	88,871		$	75,565

(1)	The three months ended September 30, 2024, includes $5.9 million of interest income and $3.8 million of currency gains on acquisition-related intercompany loans. The three months ended September 30, 2023, includes $4.8 million of interest income, a $3.5 million gain from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $2.8 million currency losses on acquisition-related intercompany loans. The nine months ended September 30, 2024, includes $17.5 million of interest income, $2.8 million of currency gains on acquisition-related intercompany loans, and a $0.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The nine months ended September 30, 2023, includes $11.7 million of interest income, a $4.5 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $0.3 million currency gains on acquisition-related intercompany loans.

The following table provides a reconciliation of Free Cash Flow to net cash provided by operating activities, the most comparable GAAP financial measure:

	(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Net cash provided by operating activities	$	14,547		$	16,427		$	116,554		$	105,656
Capital expenditures		(4,735	)		(1,698	)		(9,739	)		(7,882	)
Free cash flow	$	9,812		$	14,729		$	106,815		$	97,774

The following table provides a reconciliation of Non-GAAP gross profit to gross profit, the most comparable GAAP financial measure, and a comparison of Non-GAAP gross margin (Non-GAAP gross profit as a percentage of total revenue) to gross margin (gross profit as a percentage of total revenue), the most comparable GAAP financial measure:

	(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Gross profit	$	121,435		$	104,917		$	381,733		$	348,580
Stock-based compensation expense		2,131			2,468			6,230			7,792
Non-GAAP gross profit	$	123,566		$	107,385		$	387,963		$	356,372

Gross profit margin		80.2	%		78.3	%		80.7	%		79.0	%
Non-GAAP gross margin		81.6	%		80.1	%		82.0	%		80.8	%

The following table provides a reconciliation of Non-GAAP operating expense to Total operating expense, the most comparable GAAP financial measure:

	(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Total operating expense	$	125,747		$	116,181		$	375,013		$	370,927
Stock-based compensation expense		(15,225	)		(18,058	)		(44,480	)		(58,631	)
Amortization		(9,246	)		(7,704	)		(24,313	)		(23,143	)
Loss on mark-to-market adjustment of contingent consideration		—			3,493			(189	)		(4,494	)
Non-GAAP operating expense	$	101,276		$	93,912		$	306,031		$	284,659

The following table provides the calculation of non-GAAP diluted common shares and non-GAAP net income per share, diluted:

		Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Numerator:
	Non-GAAP net income	$	21,214	$	12,682	$	72,220	$	57,679
	Interest expense related to convertible notes, net of tax ⁽¹⁾		—		—		—		—
	Numerator for non-GAAP diluted income per share	$	21,214	$	12,682	$	72,220	$	57,679
Denominator:
	Weighted average shares outstanding, basic		84,835		80,431		83,680		80,204
	Effect of dilutive shares		3,590		4,916		4,174		4,653
	Non-GAAP diluted shares outstanding		88,425		85,347		87,854		84,857
Non-GAAP net income per share, diluted		$	0.24	$	0.15	$	0.82	$	0.68

(1)	Interest expense related to the convertible notes has been excluded from the numerator for non-GAAP diluted earnings per share because its effect would have been anti-dilutive.

The following table provides a reconciliation of Billings to revenue, the most comparable GAAP financial measure:

	(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Revenue	$	151,450		$	134,003		$	473,157		$	441,198
Ending deferred revenue		140,835			138,933			140,835			138,933
Beginning deferred revenue		(152,184	)		(148,547	)		(163,703	)		(144,460	)
Deferred revenue acquired		(253	)		—			(1,825	)		—
Billings	$	139,848		$	124,389		$	448,464		$	435,671

The following table provides Software revenue, Total revenue, Billings and Adjusted EBITDA on a constant currency basis:

	(Unaudited)
	Three Months Ended September 30, 2024							Three Months Ended September 30, 2023		Increase/ (Decrease) %
(in thousands)	As reported		Currency changes			As adjusted for constant currency		As reported		As reported			As adjusted for constant currency
Software revenue	$	138.7	$	(0.3	)	$	138.4	$	119.1		16.5	%		16.2	%
Total revenue	$	151.5	$	(0.4	)	$	151.1	$	134.0		13.0	%		12.8	%
Billings	$	139.8	$	(0.1	)	$	139.7	$	124.4		12.4	%		12.3	%
Adjusted EBITDA	$	25.7	$	(0.1	)	$	25.6	$	15.5		66.3	%		65.5	%


	Nine Months Ended September 30, 2024							Nine Months Ended September 30, 2023		Increase/ (Decrease) %
(in thousands)	As reported		Currency changes			As adjusted for constant currency		As reported		As reported			As adjusted for constant currency
Software revenue	$	432.5	$	4.4		$	436.9	$	394.0		9.8	%		10.9	%
Total revenue	$	473.2	$	4.6		$	477.8	$	441.2		7.2	%		8.3	%
Billings	$	448.5	$	4.5		$	453.0	$	435.7		2.9	%		4.0	%
Adjusted EBITDA	$	88.9	$	3.3		$	92.2	$	75.6		17.6	%		22.0	%

The MIL Network –

January 25, 2025

MIL-OSI: NVIDIA Sets Conference Call for Third-Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

SANTA CLARA, Calif., Oct. 30, 2024 (GLOBE NEWSWIRE) — NVIDIA will host a conference call on Wednesday, November 20, at 2 p.m. PT (5 p.m. ET) to discuss its financial results for the third quarter of fiscal year 2025, which ended October 27, 2024.

The call will be webcast live (in listen-only mode) on investor.nvidia.com. The company’s prepared remarks will be followed by a question-and-answer session, which will be limited to questions from financial analysts and institutional investors.

Ahead of the call, NVIDIA will provide written commentary on its third-quarter results from its chief financial officer, Colette Kress. This material will be posted to investor.nvidia.com immediately after the company’s results are publicly announced at approximately 1:20 p.m. PT.

The webcast will be recorded and available for replay until the company’s conference call to discuss financial results for its fourth quarter and fiscal year 2025.

About NVIDIA
NVIDIA (NASDAQ: NVDA) is the world leader in accelerated computing.

For further information, contact:
Investor Relations	Corporate Communications
NVIDIA Corporation	NVIDIA Corporation
ir@nvidia.com	press@nvidia.com

The MIL Network –

January 25, 2025

MIL-OSI: North American Construction Group Ltd. Announces Results for the Third Quarter Ended September 30, 2024

Source: GlobeNewswire (MIL-OSI)

ACHESON, Alberta, Oct. 30, 2024 (GLOBE NEWSWIRE) — North American Construction Group Ltd. (“NACG”) (TSX:NOA.TO/NYSE:NOA) today announced results for the third quarter ended September 30, 2024. Unless otherwise indicated, financial figures are expressed in Canadian dollars and compared to the prior period ended September 30, 2023.

Third Quarter 2024 Highlights:

Combined revenue of $367.2 million compared favorably to $274.8 million in the same period last year, is a third quarter record, and reflected the best operational quarter to date from the Australian fleet of the MacKellar Group which was acquired on October 1, 2023.
Reported revenue of $286.9 million, compared to $196.9 million in the same period last year, was primarily driven by strong equipment utilization of 84% in Australia but was also supported by the Canadian heavy equipment fleet which posted an increase from 2024 Q2.
Our net share of revenue from equity consolidated joint ventures was $80.3 million in 2024 Q3 and compared to $77.9 million in the same period last year as the increases at the Fargo project in the current quarter were offset by gold mine project scopes in Northern Ontario completed in the prior quarter.
Adjusted EBITDA of $106.4 million and margin of 29.0% compared favorably to the prior period operating metrics of $59.4 million and 21.6%, respectively, as revenue increases resulted in higher gross EBITDA with margin improvements driven by effective operations in Australia and Canada.
Combined gross profit of $80.4 million and margin of 21.9% compares favorably to the 13.8% posted in the same period last year as both diversification efforts and effective operations during steady and consistent months contributed to improved margins in the quarter.
Cash flows generated from operating activities of $48.2 million was higher than the $37.5 million generated in the prior period as higher cash generation from the strong EBITDA was offset by the temporary impact of changes to working capital in the quarter.
Free cash flow generated in the quarter was $10.8 million. Free cash flow prior to working capital changes and increases in capital work in progress was over $55 million resulting from strong revenues and margins offset by our routine capital maintenance programs.
Net debt was $882.5 million at September 30, 2024, an increase of $159.1 million from December 31, 2023, as year-to-date free cash flow usage and growth asset purchases required debt financing. The cash-related interest rate was 6.5% driven by Bank of Canada posted rates and corresponding equipment financing rates.
On October 29, 2024, the Board of Directors declared a regular quarterly dividend of twelve cents which represents a 20% increase from the previous rate of ten cents per quarter.
Additional highlights include: i) in August, signed a $375 million five-year contract for fully maintained equipment fleet in Queensland; ii) in September, surpassed the 50% completion mark at the Fargo-Moorhead flood diversion project, iii) in October, completed delivery to site of twenty-five haul trucks from Canada to Australia; iv) commenced go-live activities for the Company’s ERP system in Australia phased integration ongoing through early November and iv) extended the credit facility agreement through to October 2027.

Joe Lambert, President and CEO, stated, “I would like to thank our operations team for their safe and efficient performance this quarter. The quarterly records set in Australia demonstrate both growth and operational excellence. The recent five-year contract award and the 25 trucks delivered from Fort McMurray have pushed this region to higher than 50% of our overall business and are further indicators of what will be an exciting 2025. In the oil sands region, we are in discussions with producers and expect to secure meaningful contracts in the near term, reaffirming strong client relationships and supporting our targets for next year.”

Consolidated Financial Highlights

	Three months ended						Nine months ended
	September 30,						September 30,
(dollars in thousands, except per share amounts)	2024			2023^(iv)			2024			2023^(iv)
Revenue	$	286,857		$	196,881		$	860,197		$	636,398
Total combined revenue⁽ⁱ⁾		367,155			274,757			1,042,591			875,666

Gross profit		65,098			26,518			168,057			89,213
Gross profit margin⁽ⁱ⁾		22.7	%		13.5	%		19.5	%		14.0	%

Combined gross profit⁽ⁱ⁾		80,415			38,004			205,229			130,181
Combined gross profit margin^(i)(ii)		21.9	%		13.8	%		19.7	%		14.9	%

Operating income		53,805			14,344			130,786			50,386

Adjusted EBITDA^(i)(iii)		106,384			59,371			286,516			195,827
Adjusted EBITDA margin^(i)(iii)		29.0	%		21.6	%		27.5	%		22.4	%

Net income		13,901			11,387			39,277			45,495
Adjusted net earnings⁽ⁱ⁾		31,253			14,295			72,961			52,060

Cash provided by operating activities		48,184			37,512			119,063			109,521
Cash provided by operating activities prior to change in working capital⁽ⁱ⁾		79,838			41,666			222,641			134,646

Free cash flow⁽ⁱ⁾		10,785			8,940			(32,518	)		(21,817	)

Purchase of PPE		61,812			39,295			203,772			114,210
Sustaining capital additions⁽ⁱ⁾		21,127			42,290			118,317			127,792
Growth capital additions⁽ⁱ⁾		21,437			1,727			60,987			4,475

Basic net income per share	$	0.52		$	0.43		$	1.47		$	1.72
Adjusted EPS⁽ⁱ⁾	$	1.17		$	0.54		$	2.73		$	1.96

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾Combined gross profit margin is calculated using combined gross profit over total combined revenue.
⁽ⁱⁱⁱ⁾Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.
^(iv)The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.

	Three months ended						Nine months ended
	September 30,						September 30,
(dollars in thousands)	2024			2023			2024			2023
Consolidated Statements of Cash Flows
Cash provided by operating activities	$	48,184		$	37,512		$	119,063		$	109,521
Cash used in investing activities		(60,221	)		(26,970	)		(198,919	)		(107,123	)
Effect of exchange rate on changes in cash		1,385			(1,100	)		508			(1,462	)
Add back of growth and non-cash items included in the above figures:
Growth capital additions^(i)(ii)		21,437			1,727			60,987			4,475
Capital additions financed by leases⁽ⁱ⁾		—			(2,229	)		(14,157	)		(27,228	)
Free cash flow⁽ⁱ⁾	$	10,785		$	8,940		$	(32,518	)	$	(21,817	)

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾Included above in Cash used in investing activities.

Declaration of Quarterly Dividend

On October 29, 2024, the NACG Board of Directors declared a regular quarterly dividend (the “Dividend”) of twelve Canadian cents ($0.12) per common share, payable to common shareholders of record at the close of business on November 27, 2024. The Dividend will be paid on January 3, 2025, and is an eligible dividend for Canadian income tax purposes.

Financial Results for the Three Months Ended September 30, 2024

Revenue for 2024 Q3 of $286.9 million represented an increase of approximately $90.0 million (or 46%) from 2023 Q3. The increase is primarily due to the inclusion of results from the MacKellar Group (“MacKellar”) following our acquisition on October 1, 2023.

The Heavy Equipment – Australia segment showed strong performance, driven by MacKellar’s Q3 results generated from stable operating conditions during the quarter. Equipment utilization of the MacKellar fleet for the quarter of 84% was similar to 2024 Q2 but generated higher revenue as growth assets commissioned late in the second quarter in Western Australia and Queensland provided full quarter contributions. The month of July was particularly strong with utilization being above the target of 85% while August and September averaged 82%. DGI Trading Pty Ltd. (“DGI”) posted lower revenue in the quarter due to timing of large component sales but continues to benefit from international demand for low-cost used components and major parts required by heavy equipment fleets in the mining industry.

The Heavy Equipment – Canada segment posted a decline in revenue compared to the prior year as equipment utilization was 51% for the quarter in comparison to 56% in 2023 Q3. Quarter over quarter, the decrease in revenue represented a 23% decrease and was primarily driven by changes in work scopes at the Fort Hills and Syncrude mines offset by increases in operating hours at the Millennium mine. Additionally, the prior year’s quarter benefited from higher utilization rates from NACG assets being operated at the gold mine in northern Ontario, a project that concluded in 2023 Q3. When comparing to 2024 Q2, top-line revenue achieved in the quarter was 8% higher on consistent operating conditions from July to September as well as increased work scopes at the Millennium mine.

Combined revenue of $367.2 million represented a $92.4 million (or 34%) increase from 2023 Q3. Our share of revenue generated in 2024 Q3 by joint ventures and affiliates was $80.3 million, compared to $77.9 million in 2023 Q3. The Fargo-Moorhead flood diversion project, which completed another strong operational quarter, posted a 32% increase from scopes completed in the prior quarter and surpassed the 50% completion mark during the quarter. Mostly offsetting this variance was the completion of the gold mine project in northern Ontario which occurred in 2023 Q3.

Combined gross profit and margin of $80.4 million and 21.9% compares favorably to the $38.0 million and 13.8% posted in the prior quarter and was the compilation of strong operations across all business lines. In particular, consistent weather conditions in Australia resulted in productive operations and a 24.6% gross margin over the three months. In Canada, heavy equipment operations posted a 19.4% margin as operations stabilized from the first half of the year. The joint ventures posted a 19.1% margin, up from 14.7% in the prior quarter, as Nuna returned to profitable operations. The increases in margin were offset slightly within the Fargo joint ventures as additional costs were recognized in the quarter primarily related to project cost escalation.

Adjusted EBITDA and the associated margin of $106.4 million and 29.0% exceeded our 2023 Q3 results of $59.4 million and 21.6%, respectively. As mentioned above and despite lower revenue in the oil sands region, effective and efficient operation of the heavy equipment fleets in Australia and Canada generated a strong EBITDA margin. EBITDA margin for this quarter was more consistent with the first quarter and is reflective of the underlying consistent business of our heavy equipment fleets.

Depreciation of our Canadian and Australian heavy equipment fleets was 13.4% of revenue in the quarter. Depreciation as a percentage of revenue was 16.4% for the Heavy Equipment – Canada fleet which is higher than our historical average as increased customer demand for heavy equipment rentals has changed the revenue profile. The Heavy Equipment – Australia fleet, which averaged approximately 11.7% of revenue reflected both productive operations in the quarter as well as the depreciation of fair market values allocated upon purchase. On a combined basis, depreciation averaged 12.1% of combined revenue in the quarter as the lower capital intensity in Fargo and Nuna joint ventures modestly reduced the ratio.

General and administrative expenses (excluding stock-based compensation) were $9.6 million, or 3.4% of revenue, compared to $6.9 million, or 3.5% of revenue in 2023 Q3. The increase in expenses reflects the acquisition of the MacKellar Group. Cash related interest expense for the quarter was $14.2 million at an average cost of debt of 6.5%, compared to $7.8 million at an average cost of debt of 7.1% in 2023 Q3, as rates posted by the Bank of Canada directly impact our Credit Facility and have a delayed impact on the rates for secured equipment-backed financing. Total interest expense was $15.0 million in the quarter, compared to $8.1 million in 2023 Q3 based on the debt financing incurred upon acquisition of the MacKellar Group on October 1, 2023.

Adjusted earnings per share (“EPS”) of $1.17 on adjusted net earnings of $31.3 million was up 117% from the prior year figure of $0.54, consistent with the adjusted EBIT performance which was up 144% quarter over quarter. As mentioned above, the step-changes in interest from the MacKellar acquisition offset EBIT performance with the effective income tax rates being comparable for both quarters. Weighted-average common shares for the third quarters of 2024 and 2023 were relatively stable at 26,823,124 and 26,700,303, respectively, net of shares classified as treasury shares.

For the quarter, free cash flow generation was $10.8 million, driven primarily by adjusted EBITDA of $106.4 million. After accounting for sustaining capital additions of $21.1 million, cash interest expense of $14.2 million, and cash taxes paid of $9.3 million, the positive cash flow generation reached $61.8 million. However, changes in working capital and increases in capital work in progress deferred approximately $45 million of cash flow to future quarters, and the accumulation of distributable profits in our joint ventures negatively impacted cash flow by $10 million. Sustaining capital expenditures were focused on routine maintenance of heavy equipment fleets in Australia and Canada, with Canadian expenditures being lower than previous periods due to reduced operating hours and a disciplined approach in preparation for winter work scopes.

2024 Strategic Focus Areas

Safety – now on an international basis, maintain our uncompromising commitment to health and safety while elevating the standard of excellence in the field;
Execution – enhance equipment availability in Canada and Australia through in-house fleet maintenance, reliability programs, technical improvements, and management systems;
Operational excellence – with a specific focus on Nuna Group of Companies, put into action practical and experienced-based protocols to ensure predictable high-quality project execution;
Integration – implement ERP and best practices at MacKellar, including identification of opportunities to better utilize our capital and equipment in Australia;
Diversification – pursue diversification of customers and resources through strategic partnerships, industry expertise and investment in Indigenous joint ventures; and
Sustainability – further develop and deliver into our environmental, social, and governance targets as disclosed and committed to in our annual reporting.

Liquidity

Our current liquidity positions us well moving forward to fund organic growth and the required correlated working capital investments. Including equipment financing availability and factoring in the amended Credit Facility agreement, total available capital liquidity of $173.1 million includes total liquidity of $135.7 million and $20.0 million of unused finance lease borrowing availability as at September 30, 2024. Liquidity is primarily provided by the terms of our $485.7 million credit facility which allows for funds availability based on a trailing twelve-month EBITDA as defined in the agreement.

	September 30, 2024			December 31, 2023
Cash	$	77,670		$	88,614
Credit Facility borrowing limit		485,700			478,022
Credit Facility drawn		(395,700	)		(317,488	)
Letters of credit outstanding		(32,011	)		(31,272	)
Cash liquidity⁽ⁱ⁾	$	135,659		$	217,876
Finance lease borrowing limit		350,000			350,000
Other debt borrowing limit		20,000			20,000
Equipment financing drawn		(267,544	)		(220,466	)
Guarantees provided to joint ventures		(65,008	)		(74,831	)
Total capital liquidity⁽ⁱ⁾	$	173,107		$	292,579

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

NACG’s Outlook for 2024

The following table provides projected key measures for 2024. These measures are predicated on contracts currently in place, including expected renewals, and the heavy equipment fleet that we own and operate.

Key measures		2024
Combined revenue⁽ⁱ⁾		$1.4 – $1.5B
Adjusted EBITDA⁽ⁱ⁾		$395 – $415M
Sustaining capital⁽ⁱ⁾		$150 – $170M
Adjusted EPS⁽ⁱ⁾		$3.95 – $4.15
Free cash flow⁽ⁱ⁾		$100 – $120M

Capital allocation
Growth spending⁽ⁱ⁾		$85 – $95M
Net debt leverage⁽ⁱ⁾		Targeting 2.1x

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

Conference Call and Webcast

Management will hold a conference call and webcast to discuss our financial results for the quarter ended September 30, 2024, tomorrow, Thursday, October 31, 2024, at 7:00 am Mountain Time (9:00 am Eastern Time).

The call can be accessed by dialing:
Toll free: 1-800-717-1738
Conference ID: 86919

A replay will be available through November 29, 2024, by dialing:
Toll Free: 1-888-660-6264
Conference ID: 86919
Playback Passcode: 86919

The 2024 Q3 earnings presentation for the webcast will be available for download on the company’s website at www.nacg.ca/presentations/

The live presentation and webcast can be accessed at:

https://onlinexperiences.com/scripts/Server.nxp?LASCmd=AI:4;F:QS!10100&ShowUUID=71BDBAD7-6AC1-4CF9-9CFF-5BBCBBDEF924

A replay will be available until November 29, 2024, using the link provided.

Basis of Presentation

We have prepared our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”). Unless otherwise specified, all dollar amounts discussed are in Canadian dollars. Please see the Management’s Discussion and Analysis (“MD&A”) for the quarter ended September 30, 2024, for further detail on the matters discussed in this release. In addition to the MD&A, please reference the dedicated 2024 Q3 Results Presentation for more information on our results and projections which can be found on our website under Investors – Presentations.

Change in significant accounting policy – Basis of presentation

During the first quarter of 2024, we changed our accounting policy for the elimination of our proportionate share of profit from downstream sales to affiliates and joint ventures to record through equity earnings in affiliates and joint ventures on the Consolidated Statements of Operations and Comprehensive Income. Prior to this change, we eliminated our proportionate share of profit on downstream sales to affiliates and joint ventures through revenue and cost of sales. The change in accounting policy simplifies the presentation for downstream profit eliminations and has no cumulative impact on retained earnings. We have accounted for the change retrospectively in accordance with the requirements of US GAAP Accounting Standards Codification (“ASC”) 250 by restating the comparative period. For details of retrospective changes, refer to note 16 in the Financial Statements.

Forward-Looking Information

The information provided in this release contains forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “anticipate”, “believe”, “expect”, “should” or similar expressions and include all information provided under the above heading “NACG’s Outlook”.

The material factors or assumptions used to develop the above forward-looking statements and the risks and uncertainties to which such forward-looking statements are subject, are highlighted in the MD&A for the three and nine months ended September 30, 2024. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. Undue reliance should not be placed upon forward-looking statements and NACG undertakes no obligation, other than those required by applicable law, to update or revise those statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.com.

Non-GAAP Financial Measures

This press release presents certain non-GAAP financial measures because management believes that they may be useful to investors in analyzing our business performance, leverage and liquidity. The non-GAAP financial measures we present include “adjusted EBIT”, “adjusted EBITDA”, “adjusted EBITDA margin”, “adjusted EPS”, “adjusted net earnings”, “capital additions”, “capital work in progress”, “cash provided by operating activities prior to change in working capital”, “combined gross profit”, “combined gross profit margin”, “equity investment EBIT”, “free cash flow”, “general and administrative expenses (excluding stock-based compensation)”, “gross profit margin”, “growth capital”, “margin”, “net debt”, “sustaining capital”, “total capital liquidity”, “total combined revenue”, and “total debt”. A non-GAAP financial measure is defined by relevant regulatory authorities as a numerical measure of an issuer’s historical or future financial performance, financial position or cash flow that is not specified, defined or determined under the issuer’s GAAP and that is not presented in an issuer’s financial statements. These non-GAAP measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Each non-GAAP financial measure used in this press release is defined and reconciled to its most directly comparable GAAP measure in the “Non-GAAP Financial Measures” section of our Management’s Discussion and Analysis filed concurrently with this press release.

Reconciliation of total reported revenue to total combined revenue

	Three months ended						Nine months ended
	September 30,						September 30,
(dollars in thousands)		2024		2023⁽ⁱⁱ⁾				2024		2023⁽ⁱⁱ⁾
Revenue from wholly-owned entities per financial statements	$	286,857		$	196,881		$	860,197		$	636,398
Share of revenue from investments in affiliates and joint ventures		144,574			168,667			382,789			516,637
Elimination of joint venture subcontract revenue		(64,276	)		(90,791	)		(200,395	)		(277,369	)
Total combined revenue⁽ⁱ⁾	$	367,155		$	274,757		$	1,042,591		$	875,666

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.

Reconciliation of reported gross profit to combined gross profit

	Three months ended				Nine months ended
	September 30,				September 30,
(dollars in thousands)		2024	2023⁽ⁱⁱ⁾			2024	2023⁽ⁱⁱ⁾
Gross profit from wholly-owned entities per financial statements	$	65,098	$	26,518	$	168,057	$	89,213
Share of gross profit from investments in affiliates and joint ventures		15,317		11,486		37,172		40,968
Combined gross profit⁽ⁱ⁾	$	80,415	$	38,004	$	205,229	$	130,181

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.

Reconciliation of net income to adjusted net earnings, adjusted EBIT, and adjusted EBITDA

	Three months ended						Nine months ended
	September 30,						September 30,
(dollars in thousands)		2024			2023			2024			2023
Net income	$	13,901		$	11,387		$	39,277		$	45,495
Adjustments:
Loss (gain) on disposal of property, plant and equipment		348			(311	)		641			189
Write-down on assets held for sale		—			—			4,181			—
Stock-based compensation (benefit) expense		1,332			5,583			3,081			16,324
Change in fair value of contingent obligation from adjustments to estimates		17,727			—			26,585			—
Restructuring costs		—			—			4,517			—
Acquisition costs		—			1,161			—			1,161
Loss on equity investment customer bankruptcy claim settlement		—			—			—			759
Loss (gain) on derivative financial instruments		572			(2,618	)		845			(6,979	)
Net unrealized loss (gain) on derivative financial instruments included in equity earnings in affiliates and joint ventures		1,836			572			2,806			(649	)
Tax effect of the above items		(4,463	)		(1,479	)		(8,972	)		(4,240	)
Adjusted net earnings⁽ⁱ⁾		31,253			14,295			72,961			52,060
Adjustments:
Tax effect of the above items		4,463			1,479			8,972			4,240
Increase in fair value of contingent obligation from interest accretion expense		4,262			—			12,360			—
Interest expense, net		15,003			8,119			44,939			22,941
Income tax expense		6,768			1,733			16,325			11,892
Equity earnings in affiliates and joint ventures⁽ⁱⁱⁱ⁾		(4,428	)		(4,277	)		(9,545	)		(22,963	)
Equity investment EBIT^(i)(iii)		4,365			3,983			7,152			23,307
Adjusted EBIT⁽ⁱ⁾		61,686			25,332			153,164			91,477
Adjustments:
Depreciation and amortization		38,662			28,884			122,844			90,239
Write-down on assets held for sale		—			—			(4,181	)		—
Equity investment depreciation and amortization⁽ⁱ⁾		6,036			5,155			14,689			14,111
Adjusted EBITDA⁽ⁱ⁾	$	106,384		$	59,371		$	286,516		$	195,827
Adjusted EBITDA margin⁽ⁱ⁾⁽ⁱⁱ⁾		29.0	%		21.6	%		27.5	%		22.4	%

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.
⁽ⁱⁱⁱ⁾The prior year amounts are adjusted to reflect a change in presentation. See “Accounting Estimates, Pronouncements and Measures”.

Reconciliation of equity earnings in affiliates and joint ventures to equity investment EBIT

	Three months ended						Nine months ended
	September 30,						September 30,
(dollars in thousands)		2024		2023⁽ⁱⁱ⁾				2024		2023⁽ⁱⁱ⁾
Equity earnings in affiliates and joint ventures	$	4,428		$	4,277		$	9,545		$	22,963
Adjustments:
Interest (income) expense, net		(618	)		(742	)		(1,337	)		(915	)
Income tax expense		738			448			(698	)		1,294
Loss (gain) on disposal of property, plant and equipment		(183	)		—			(358	)		(35	)
Equity investment EBIT⁽ⁱ⁾	$	4,365		$	3,983		$	7,152		$	23,307

⁽ⁱ⁾See “Non-GAAP Financial Measures”.
⁽ⁱⁱ⁾The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.

About the Company

North American Construction Group Ltd. is a premier provider of heavy civil construction and mining services in Canada, the U.S. and Australia. For 70 years, NACG has provided services to the mining, resource and infrastructure construction markets.

For further information contact:

Jason Veenstra
Chief Financial Officer
North American Construction Group Ltd.
(780) 960-7171
IR@nacg.ca
www.nacg.ca

Interim Consolidated Balance Sheets

(Expressed in thousands of Canadian Dollars)
(Unaudited)

	September 30, 2024			December 31, 2023
Assets
Current assets
Cash	$	77,670		$	88,614
Accounts receivable		158,179			97,855
Contract assets		16,128			35,027
Inventories		77,150			64,962
Prepaid expenses and deposits		8,477			7,402
Assets held for sale		7,355			1,340
		344,959			295,200
Property, plant and equipment, net of accumulated depreciation of $474,655 (December 31, 2023 – $423,345)		1,235,447			1,142,946
Operating lease right-of-use assets		13,404			12,782
Investments in affiliates and joint ventures		85,192			81,435
Other assets		5,082			7,144
Intangible assets		10,052			6,971
Total assets	$	1,694,136		$	1,546,478
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	123,110		$	146,190
Accrued liabilities		47,724			72,225
Contract liabilities		300			59
Current portion of long-term debt		94,485			81,306
Current portion of contingent obligations		37,601			22,501
Current portion of operating lease liabilities		1,852			1,742
		305,072			324,023
Long-term debt		723,487			611,313
Contingent obligations		101,752			93,356
Operating lease liabilities		12,010			11,307
Other long-term obligations		41,768			41,001
Deferred tax liabilities		118,133			108,824
		1,302,222			1,189,824
Shareholders’ equity
Common shares (authorized – unlimited number of voting common shares; issued and outstanding – September 30, 2024 – 27,827,282 (December 31, 2023 – 27,827,282))		229,455			229,455
Treasury shares (September 30, 2024 – 996,435 (December 31, 2023 – 1,090,187))		(15,809	)		(16,165	)
Additional paid-in capital		22,524			20,739
Retained earnings		154,398			123,032
Accumulated other comprehensive income (loss)		1,346			(407	)
Shareholders’ equity		391,914			356,654
Total liabilities and shareholders’ equity	$	1,694,136		$	1,546,478

Interim Consolidated Statements of Operations and
Comprehensive Income

(Expressed in thousands of Canadian Dollars, except per share amounts)
(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
		2024		2023⁽ⁱ⁾				2024		2023⁽ⁱ⁾
Revenue	$	286,857		$	196,881		$	860,197		$	636,398
Cost of sales		183,405			141,771			570,222			457,856
Depreciation		38,354			28,592			121,918			89,329
Gross profit		65,098			26,518			168,057			89,213
General and administrative expenses		10,945			12,485			36,630			38,638
Loss (gain) on disposal of property, plant and equipment		348			(311	)		641			189
Operating income		53,805			14,344			130,786			50,386
Equity earnings in affiliates and joint ventures		(4,428	)		(4,277	)		(9,545	)		(22,963	)
Interest expense, net		15,003			8,119			44,939			22,941
Change in fair value of contingent obligations		21,989			—			38,945			—
Loss (gain) on derivative financial instruments		572			(2,618	)		845			(6,979	)
Income before income taxes		20,669			13,120			55,602			57,387
Current income tax expense		2,238			1,495			5,003			3,198
Deferred income tax expense		4,530			238			11,322			8,694
Net income	$	13,901		$	11,387		$	39,277		$	45,495
Other comprehensive income
Unrealized foreign currency translation (gain) loss		(1,115	)		1,100			(1,753	)		1,462
Comprehensive income	$	15,016		$	10,287		$	41,030		$	44,033
Per share information
Basic net income per share	$	0.52		$	0.43		$	1.47		$	1.72
Diluted net income per share	$	0.47		$	0.39		$	1.32		$	1.51

⁽ⁱ⁾The prior year amounts are adjusted to reflect a change in accounting policy. See “Accounting Estimates, Pronouncements and Measures”.

The MIL Network –

January 25, 2025

MIL-OSI: North American Construction Group Ltd. Announces Normal Course Issuer Bid

Source: GlobeNewswire (MIL-OSI)

ACHESON, Alberta, Oct. 30, 2024 (GLOBE NEWSWIRE) — North American Construction Group Ltd. (“NACG” or “the Company”) (TSX:NOA/NYSE:NOA) today announced that it intends to commence a normal course issuer bid (the “NCIB”) to purchase, for cancellation, up to 2,087,577 common shares in the capital of the Company (“Common Shares”), which represents approximately 10% of the public float (as defined in the TSX Company Manual) and approximately 7.5% of the issued and outstanding Common Shares as of October 24, 2024. As at October 24, 2024, the Company had 27,827,282 Common Shares issued and outstanding.

Purchases of Common Shares under the NCIB may be made through the facilities of the Toronto Stock Exchange (“TSX”), the New York Stock Exchange (“NYSE”) and alternative trading systems in Canada and the United States by means of open market transactions or by such other means as may be permitted under applicable securities laws. Under the NCIB, and in order to comply with applicable securities laws, the Company will purchase a maximum of 1,391,364 Common Shares (or approximately 5% of the issued and outstanding voting common shares) on the NYSE and alternative trading systems.

The Company believes that the current market price of its Common Shares does not fully reflect their underlying value and that current market conditions provide opportunities for the Company to acquire Common Shares at attractive prices. In the Company’s view, a repurchase of Common Shares would be an effective use of its cash resources and would be in the best interests of the Company and its shareholders. The Company believes that it would both enhance liquidity for shareholders seeking to sell and provide an increase in the proportionate interests of shareholders wishing to maintain their positions.

The NCIB is expected to commence on or about November 4, 2024 and will terminate no later than November 3, 2025. All purchases of Common Shares will be made in compliance with applicable TSX and NYSE rules. The average daily trading volume of the Common Shares on the TSX for the six calendar months preceding October 1, 2024 is 62,910 Common Shares. In accordance with the TSX rules and subject to the exemption for block purchases, a maximum daily repurchase of 25% of this average may be made, representing 15,727 Common Shares. The price per Common Share will be based on the market price of such shares at the time of purchase in accordance with regulatory requirements.

About NACG
NACG is one of Canada and Australia’s largest providers of heavy construction and mining services. For over 70 years, NACG has provided services to mining, resource, and infrastructure construction markets.

Jason Veenstra, CPA, CA
Chief Financial Officer
P: 780.960.7171
E: ir@nacg.ca

The information provided in this release contains forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “expected”, “estimated” or similar expressions, including the anticipated revenues and backlog to be generated by the contract. The material factors or assumptions used to develop the above forward-looking statements and the risks and uncertainties to which such forward-looking statements are subject are highlighted in the Company’s MD&A for the year ended December 31, 2023 and quarter ending September 30, 2024. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.com.

The MIL Network –

January 25, 2025

MIL-OSI: Superior Energy Services Announces Third Quarter 2024 Results and Conference Call

Source: GlobeNewswire (MIL-OSI)

HOUSTON, Oct. 30, 2024 (GLOBE NEWSWIRE) — Superior Energy Services, Inc. (the “Company”) filed its Form 10-Q for the period ended September 30, 2024. In accordance with the Company’s Shareholders Agreement, it will host a conference call with shareholders on November 1, 2024.

For the third quarter of 2024, the Company reported net income from continuing operations of $21.9 million, or $1.09 per diluted share, with revenue of $197.3 million. This compares to net income from continuing operations of $29.5 million or $1.46 per diluted share, with revenue of $201.1 million, for the second quarter of 2024.

The Company’s Adjusted EBITDA (a non-GAAP measure defined on page 4) was $57.8 million compared to $60.0 million for the second quarter of 2024. Refer to pages 11 and 12 for a reconciliation of Adjusted EBITDA to GAAP results.

Third Quarter 2024 Geographic Breakdown

U.S. land revenue was $36.0 million for the third quarter of 2024, a decrease of 8% compared to revenue of $39.0 million for the second quarter of 2024. The decline in U.S. land revenue was primarily driven by decreased activity from our premium drill pipe and bottom hole accessories product lines within our Rentals segment, consistent with a reduced U.S. land rig count.

U.S. offshore revenue was $49.7 million in the third quarter of 2024, a decrease of 8% compared to revenue of $53.8 million in the second quarter of 2024. U.S. offshore revenue decreased primarily in our Well Services segments, with the most significant decline coming from our project-based completion services product line. U.S. Offshore revenue in the Rentals segment for the third quarter of 2024 was up $1.6 million versus the second quarter of 2024, despite approximately $1.0 million of revenue slipping to the fourth quarter of 2024 due to hurricane activity in September.

International revenue was $111.6 million in the third quarter of 2024, an increase of 3% compared to revenue of $108.4 million in the second quarter of 2024. International revenue was up across both our Rentals and Well Services segments, with the increase being driven by our hydraulic snubbing and well control services product lines.

Third Quarter 2024 Segment Reporting

The Rentals segment revenue in the third quarter of 2024 was $97.9 million, a 2% decrease compared to revenue of $99.9 million in the second quarter of 2024, primarily driven by reduced activity in U.S. land and hurricane disruptions in the U.S. offshore market. In the third quarter of 2024, Rentals segment income from operations was $43.9 million as compared to $44.1 million in the second quarter of 2024. Adjusted EBITDA was $55.9 million, a decrease from $56.0 million in the second quarter of 2024. Adjusted EBITDA Margin (a non-GAAP measure defined on page 4) was 57%, a 1% increase from the second quarter of 2024.

The Well Services segment revenue in the third quarter of 2024 was $99.5 million, a 2% decrease compared to revenue of $101.2 million in the second quarter of 2024 and income from operations for the third quarter of 2024 was $3.8 million as compared to $10.7 million in the second quarter of 2024. Adjusted EBITDA for the third quarter of 2024 was $15.4 million with an Adjusted EBITDA Margin of 16%, as compared to Adjusted EBITDA of $19.1 million with an Adjusted EBITDA Margin of 19% in the second quarter of 2024. The Well Services segment sequential decline was primarily driven by lower activity in our project-based completion services product line.

Liquidity

As of September 30, 2024, the Company had cash, cash equivalents, and restricted cash of approximately $380.6 million. As of September 30, 2024, our borrowing base, as defined in our credit agreement, was approximately $89.9 million, and we had $39.5 million in letters of credit outstanding which reduced the borrowing availability to $50.4 million. At September 30, 2024, we had no outstanding borrowings under our credit facility.

During the third quarter of 2024, we utilized an indirect foreign exchange mechanism known as a Blue Chip Swap. The transactions were completed at implied exchange rates that were approximately 63.0% higher than the official exchange rate, resulting in a loss of approximately $5.1 million during the third quarter of 2024.

During the third quarter of 2024, net cash from operating activities was $62.5 million. Free Cash Flow (a non-GAAP measure defined on page 4) for the third quarter of 2024 totaled $50.5 million as compared to $39.0 million for the second quarter of 2024. Refer to page 8 for a reconciliation of Free Cash Flow to Net Cash from Operating Activities.

Third quarter 2024 capital expenditures were $12.0 million. The Company expects total capital expenditures for 2024 to be approximately $100 to $110 million. Approximately 91% of total 2024 capital expenditures are targeted for the replacement of existing assets. Of the total estimated 2024 capital expenditures, approximately 68% is expected to be invested in the Rentals segment.

2024 Guidance

Our full year 2024 guidance remains consistent from the second quarter 2024 guidance. We expect 2024 revenue to come in at a range of $780 million to $840 million with 2024 Adjusted EBITDA expected to be in a range of $235 million to $265 million.

Conference Call Information

The Company’s management team will host a conference call on Friday, November 1, 2024, at 10:00 a.m. Eastern Time. The call will be available via live webcast in the “Events” section at ir.superiorenergy.com. To access via phone, participants can register for the call here, where they will be provided a phone number and access code. The call will be available for replay until November 1, 2025 on Superior’s website at ir.superiorenergy.com. If you are a shareholder and would like to submit a question, please email your question beforehand to Jamie Spexarth at ir@superiorenergy.com.

About Superior Energy Services

Superior Energy Services serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. For more information, visit: www.superiorenergy.com.

Non-GAAP Financial Measures

To supplement Superior’s consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company also uses Adjusted EBITDA and Adjusted EBITDA Margin. Management uses Adjusted EBITDA and Adjusted EBITDA Margin internally for financial and operational decision-making and as a means to evaluate period-to-period comparisons. The Company also believes these non-GAAP measures provide investors useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. Non-GAAP financial measures are not recognized measures for financial statement presentation under U.S. GAAP and do not have standardized meanings and may not be comparable to similar measures presented by other public companies. Adjusted EBITDA and Adjusted EBITDA Margin should be considered as supplements to, and not as substitutes for, or superior to, the corresponding measures calculated in accordance with GAAP. We define Adjusted EBITDA as net income (loss) from continuing activities before net interest expense, income tax expense (benefit) and depreciation, amortization, accretion and depletion, restructuring and transaction expenses, adjusted for other gains and losses and other expenses, net, which management does not consider representative of our ongoing operations. We define Adjusted EBITDA Margin as Adjusted EBITDA by segment as a percentage of segment revenues. For a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, please see the tables under “―Superior Energy Services, Inc. and Subsidiaries Reconciliation of Adjusted EBITDA” and “—Superior Energy Services, Inc. and Subsidiaries Reconciliation of Adjusted EBITDA by Segment” included on pages 11 and 12 of this press release.

Free Cash Flow is defined as net cash from operating activities less payments for capital expenditures. Free Cash Flow is considered a non-GAAP financial measure under the SEC’s rules. Management believes, however, that Free Cash Flow is an important financial measure for use in evaluating the Company’s financial performance, as it measures our ability to generate additional cash from our business operations. Free Cash Flow should be considered in addition to, rather than as a substitute for, net income as a measure of our performance or net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of Free Cash Flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Therefore, we believe it is important to view Free Cash Flow as supplemental to our entire Statement of Cash Flows. Please see table under “—Condensed Consolidated Statements of Cash Flows” included on page 8 of this press release.

The Company is unable to provide a reconciliation of the forward-looking non-GAAP financial measure, Adjusted EBITDA, contained in this press release to its most directly comparable GAAP financial measure, net income, as the information necessary for a quantitative reconciliation of the forward-looking non-GAAP financial measure to its respective most directly comparable GAAP financial measure is not (and was not, when prepared) available to the Company without unreasonable efforts due to the inherent difficulty and impracticability of predicting certain amounts required by GAAP with a reasonable degree of accuracy. Net income includes the impact of depreciation, income taxes and certain other items that impact comparability between periods, which may be significant and are difficult to project with a reasonable degree of accuracy. In addition, we believe such reconciliation could imply a degree of precision that might be confusing or misleading to investors. The probable significance of providing this forward-looking non-GAAP financial measure without the directly comparable GAAP financial measure is that such GAAP financial measure may be materially different from the corresponding non-GAAP financial measure.

Forward-Looking Statements

This press release contains, and future oral or written statements or press releases by the Company and its management may contain, certain forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks”, “will,” “could,” “may” and “estimates,” variations of such words and similar expressions identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements other than statements of historical fact regarding the Company’s financial position and results, financial performance, liquidity, market outlook, future capital needs, capital allocation plans, business strategies and other plans and objectives of our management for future operations and activities are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company’s management in light of its experience and prevailing circumstances on the date such statements are made. Such forward-looking statements, and the assumptions on which they are based, are inherently speculative and are subject to a number of risks and uncertainties, including but not limited to conditions in the oil and gas industry, U.S. and global market and economic conditions generally and macroeconomic conditions worldwide (including inflation, interest rates, supply chain disruptions and capital and credit markets conditions) and other uncertainties (such as the war in Ukraine and conflict in Israel and broader geopolitical tensions in the Middle East and eastern Europe) that could cause the Company’s actual results to differ materially from such statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of the Company, which could cause actual results to differ materially from such statements.

While the Company believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business.

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in the Company’s Form 10-K for the year ended December 31, 2023 and subsequent reports on Form 10-Qs and those set forth from time to time in the Company’s other periodic filings with the Securities and Exchange Commission, which are available at www.superiorenergy.com. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, unaudited)

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
	2024			2024			2023			2024			2023

Rentals	$	97,857		$	99,851		$	113,201		$	305,799		$	334,433
Well Services		99,450			101,230			97,184			301,223			340,562
Total revenues		197,307			201,081			210,385			607,022			674,995

Rentals		35,227			36,596			37,769			109,589			109,258
Well Services		74,172			71,672			72,076			214,717			239,062
Total cost of revenues		109,399			108,268			109,845			324,306			348,320

Depreciation, depletion, amortization and accretion		21,077			20,868			20,490			62,392			61,250
General and administrative expenses		33,458			33,404			30,089			101,837			92,256
Restructuring and transaction expenses		5,891			–			–			5,891			1,983
Other gains, net		(133	)		(614	)		(4,073	)		(1,829	)		(5,424	)
Income from operations		27,615			39,155			54,034			114,425			176,610

Other income (expense):
Interest income, net		5,032			5,760			6,629			17,632			18,581
Loss on Blue Chip Swaps		(5,113	)		–			(12,120	)		(5,113	)		(12,120	)
Other income (expense)		979			(2,082	)		(4,520	)		(2,916	)		(8,508	)
Income from continuing operations before income taxes		28,513			42,833			44,023			124,028			174,563
Income tax expense		(6,597	)		(13,370	)		(11,403	)		(34,754	)		(44,615	)
Net income from continuing operations		21,916			29,463			32,620			89,274			129,948
Income from discontinued operations, net of income tax		–			1,896			128			1,896			408
Net income	$	21,916		$	31,359		$	32,748		$	91,170		$	130,356

Income per share – basic:
Net income from continuing operations	$	1.09		$	1.46		$	1.62		$	4.43		$	6.46
Income from discontinued operations, net of income tax		–			0.09			0.01			0.09			0.02
Net income	$	1.09		$	1.55		$	1.63		$	4.52		$	6.48

Income per share – diluted
Net income from continuing operations	$	1.09		$	1.46		$	1.62		$	4.42		$	6.45
Income from discontinued operations, net of income tax		–			0.09			–			0.10			0.02
Net income	$	1.09		$	1.55		$	1.62		$	4.52		$	6.47

Weighted-average shares outstanding
Basic		20,177			20,172			20,136			20,170			20,123
Diluted		20,186			20,183			20,159			20,182			20,144

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, unaudited)

	September 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	325,881	$	391,684
Accounts receivable, net		200,106		276,868
Inventory		70,293		74,995
Income taxes receivable		13,383		10,542
Prepaid expenses		23,363		18,614
Other current assets		7,765		7,922
Total current assets		640,791		780,625
Property, plant and equipment, net		306,285		294,960
Note receivable		72,694		69,005
Restricted cash		54,707		85,444
Deferred tax assets		59,555		67,241
Other assets, net		42,319		43,718
Total assets	$	1,176,351	$	1,340,993

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	38,897	$	38,214
Accrued expenses		106,203		103,782
Income taxes payable		20,100		20,220
Decommissioning liability		30,747		21,631
Total current liabilities		195,947		183,847
Decommissioning liability		140,030		148,652
Other liabilities		38,599		47,583
Total liabilities		374,576		380,082

Total equity		801,775		960,911
Total liabilities and equity	$	1,176,351	$	1,340,993

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
	2024			2024			2023			2024			2023

Cash flows from operating activities
Net income	$	21,916		$	31,359		$	32,748		$	91,170		$	130,356
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation, depletion, amortization and accretion		21,077			20,868			20,490			62,392			61,250
Loss on Blue Chip Swaps		5,113			–			12,120			5,113			12,120
Washington State Tax Settlement		–			–			–			–			(27,068	)
Decommissioning costs		(5,111	)		(143	)		(3,401	)		(5,684	)		(6,279	)
Other non-cash items		(2,642	)		4,205			566			4,798			23,357
Changes in operating assets and liabilities:		22,162			17,487			(10,112	)		67,396			(38,390	)
Net cash from operating activities		62,515			73,776			52,411			225,185			155,346

Cash flows from investing activities
Payments for capital expenditures		(12,005	)		(34,744	)		(21,592	)		(67,447	)		(67,218	)
Proceeds from sales of assets		292			669			9,563			3,577			24,710
Proceeds from sales of Blue Chip Swap securities		8,121			–			9,656			8,121			9,656
Purchases of Blue Chip Swap securities		(13,234	)		–			(21,776	)		(13,234	)		(21,776	)
Net cash from investing activities		(16,826	)		(34,075	)		(24,149	)		(68,983	)		(54,628	)

Cash flows from financing activities
Distributions to shareholders		–			–			–			(250,417	)		–
Repurchase of shares		–			–			–			(962	)		–
Other		(358	)		–			–			(1,363	)		(1,116	)
Net cash from financing activities		(358	)		–			–			(252,742	)		(1,116	)
Net change in cash, cash equivalents, and restricted cash		45,331			39,701			28,262			(96,540	)		99,602
Cash, cash equivalents and restricted cash at beginning of period		335,257			295,556			410,447			477,128			339,107
Cash, cash equivalents, and restricted cash at end of period	$	380,588		$	335,257		$	438,709		$	380,588		$	438,709

Reconciliation of Free Cash Flow
Net cash from operating activities	$	62,515		$	73,776		$	52,411		$	225,185		$	155,346
Payments for capital expenditures		(12,005	)		(34,744	)		(21,592	)		(67,447	)		(67,218	)
Free Cash Flow	$	50,510		$	39,032		$	30,819		$	157,738		$	88,128

Free Cash Flow is a Non-GAAP measure. See Non-GAAP Financial Measures for our definition of Free Cash Flow.

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
REVENUE BY GEOGRAPHIC REGION BY SEGMENT
(in thousands, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,		June 30,		September 30,		September 30,
	2024		2024		2023		2024		2023
U.S. land
Rentals	$	28,934	$	32,713	$	37,478	$	100,653	$	127,341
Well Services		7,027		6,242		8,223		20,735		20,384
Total U.S. land		35,961		38,955		45,701		121,388		147,725

U.S. offshore
Rentals		32,228		30,644		44,681		100,123		117,867
Well Services		17,489		23,125		14,459		69,486		54,185
Total U.S. offshore		49,717		53,769		59,140		169,609		172,052

International
Rentals		36,695		36,494		31,042		105,023		89,225
Well Services		74,934		71,863		74,502		211,002		265,993
Total International		111,629		108,357		105,544		316,025		355,218
Total Revenues	$	197,307	$	201,081	$	210,385	$	607,022	$	674,995

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
SEGMENT HIGHLIGHTS
(in thousands, unaudited)

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
	2024			2024			2023			2024			2023
Revenues
Rentals	$	97,857		$	99,851		$	113,201		$	305,799		$	334,433
Well Services		99,450			101,230			97,184			301,223			340,562
Total Revenues	$	197,307		$	201,081		$	210,385		$	607,022		$	674,995

Income (loss) from Operations
Rentals	$	43,856		$	44,061		$	56,253		$	139,128		$	167,373
Well Services		3,789			10,686			10,581			27,867			50,860
Corporate and other		(20,030	)		(15,592	)		(12,800	)		(52,570	)		(41,623	)
Income from operations	$	27,615		$	39,155		$	54,034		$	114,425		$	176,610

Adjusted EBITDA
Rentals	$	55,915		$	56,023		$	68,791		$	174,959		$	204,632
Well Services		15,427			19,078			15,137			56,028			69,697
Corporate and other		(13,576	)		(15,078	)		(12,125	)		(45,096	)		(37,207	)
Total Adjusted EBITDA	$	57,766		$	60,023		$	71,803		$	185,891		$	237,122

Adjusted EBITDA Margin
Rentals		57	%		56	%		61	%		57	%		61	%
Well Services		16	%		19	%		16	%		19	%		20	%
Corporate and other	n/a			n/a			n/a			n/a			n/a
Total Adjusted EBITDA Margin		29	%		30	%		34	%		31	%		35	%

Adjusted EBITDA is a Non-GAAP measure. See Non-GAAP Financial Measures for our definition of Adjusted EBITDA and pages 11 and 12 for a reconciliation to income (loss) from operations.

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA
(in thousands, unaudited)

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
	2024			2024			2023			2024			2023

Net income from continuing operations	$	21,916		$	29,463		$	32,620		$	89,274		$	129,948
Depreciation, depletion, amortization and accretion		21,077			20,868			20,490			62,392			61,250
Interest income, net		(5,032	)		(5,760	)		(6,629	)		(17,632	)		(18,581	)
Income tax expense		6,597			13,370			11,403			34,754			44,615
Restructuring expenses and other adjustments ⁽¹⁾		9,074			–			(2,721	)		9,074			(738	)
Loss on Blue Chip Swap Securities		5,113			–			12,120			5,113			12,120
Other (income) expense, net		(979	)		2,082			4,520			2,916			8,508
Adjusted EBITDA	$	57,766		$	60,023		$	71,803		$	185,891		$	237,122

Adjusted EBITDA is a Non-GAAP measure. See Non-GAAP Financial Measures for our definition of Adjusted EBITDA.

⁽¹⁾Restructuring expenses and other adjustments for the three and nine months ended September 30, 2024 relate to costs associated with changes in our executive management and other restructuring costs. Adjustments for the three and nine months ended September 30, 2023 relate to exit and disposal activities related to non-core businesses and other restructuring costs.

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT
(in thousands, unaudited)

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
	2024			2024			2023			2024			2023
Rentals
Income from operations	$	43,856		$	44,061		$	56,253		$	139,128		$	167,373
Depreciation, depletion, amortization and accretion		12,059			11,962			12,538			35,831			37,259
Adjusted EBITDA	$	55,915		$	56,023		$	68,791		$	174,959		$	204,632

Well Services
Income from operations	$	3,789		$	10,686		$	10,581		$	27,867		$	50,860
Depreciation, depletion, amortization and accretion		8,455			8,392			7,277			24,978			21,558
Restructuring expenses and other adjustments⁽¹⁾		3,183			–			(2,721	)		3,183			(2,721	)
Adjusted EBITDA	$	15,427		$	19,078		$	15,137		$	56,028		$	69,697

Corporate
Loss from operations	$	(20,030	)	$	(15,592	)	$	(12,800	)	$	(52,570	)	$	(41,623	)
Depreciation, depletion, amortization and accretion		563			514			675			1,583			2,433
Restructuring expenses and other adjustments ⁽¹⁾		5,891			–			–			5,891			1,983
Adjusted EBITDA	$	(13,576	)	$	(15,078	)	$	(12,125	)	$	(45,096	)	$	(37,207	)

Total
Income from operations	$	27,615		$	39,155		$	54,034		$	114,425		$	176,610
Depreciation, depletion, amortization and accretion		21,077			20,868			20,490			62,392			61,250
Restructuring expenses and other adjustments ⁽¹⁾		9,074			–			(2,721	)		9,074			(738	)
Adjusted EBITDA	$	57,766		$	60,023		$	71,803		$	185,891		$	237,122

Adjusted EBITDA is a Non-GAAP measure. See Non-GAAP Financial Measures for our definition of Adjusted EBITDA.

⁽¹⁾Restructuring expenses and other adjustments for the three and nine months ended September 30, 2024 relate to costs associated with changes in our executive management and other restructuring costs. Adjustments for the three and nine months ended September 30, 2023 relate to exit and disposal activities related to non-core businesses and other restructuring costs.

FOR FURTHER INFORMATION CONTACT:
Jamie Spexarth, Chief Financial Officer
1001 Louisiana St., Suite 2900
Houston, TX 77002
Investor Relations, ir@superiorenergy.com, (713) 654-2200

The MIL Network –

January 25, 2025

MIL-OSI: Oxbridge Re Announces 2024 Third Quarter Results on November 13, 2024

Source: GlobeNewswire (MIL-OSI)

GRAND CAYMAN, Cayman Islands, Oct. 30, 2024 (GLOBE NEWSWIRE) — Oxbridge Re (NASDAQ: OXBR) announced that it plans to hold a conference call on Wednesday November 13, 2024 at 4:30 p.m. Eastern time to discuss results for the third quarter and nine months ending ended September 30, 2024. Financial results will be issued in a press release after the close of the market on the same day. Oxbridge Re’s management will host the conference call, followed by a question and answer period.

Interested parties can listen to the live presentation by dialing the listen-only number below.

Date: November 13, 2024

Time: 4:30 p.m. Eastern time

Listen-only toll-free number: 877 524-8416

Listen-only international number: +1 412 902-1028

Passcode (required): 13746519

Please call the conference telephone number 10 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact InComm Conferencing at 201 493-6280 or 877 804-2066

A replay of the call will be available by telephone after 4:30 p.m. Eastern time on the same day of the call and via the Investor Information section of Oxbridge’s website at www.OxbridgeRe.com until November 26, 2024.

Toll-free replay number: 877-660-6853

International replay number: +1 201-612-7415

Replay passcode: 13746519

About Oxbridge Re Holdings Limited

Oxbridge Re Holdings Limited (NASDAQ: OXBR, OXBRW) (“Oxbridge Re”) is headquartered in the Cayman Islands. The company offers tokenized Real-World Assets (“RWAs”) as tokenized reinsurance securities and reinsurance business solutions to property and casualty insurers, through its wholly owned subsidiaries SurancePlus Inc, Oxbridge Re NS, and Oxbridge Reinsurance Limited.

Insurance businesses in the Gulf Coast region of the United States purchase property and casualty reinsurance through our licensed reinsurers Oxbridge Reinsurance Limited and Oxbridge Re NS.

Our Web3-focused subsidiary, SurancePlus Inc. (“SurancePlus”), has developed the first “on-chain” reinsurance RWA of its kind to be sponsored by a subsidiary of a publicly traded company. By digitizing interests in reinsurance contracts as on-chain RWAs, SurancePlus has democratized the availability of reinsurance as an alternative investment to both U.S. and non-U.S. investors.

Company Contact:
Oxbridge Re Holdings Limited
Jay Madhu, CEO
+1 345-749-7570
jmadhu@oxbridgere.com

The MIL Network –

January 25, 2025

MIL-OSI: iRhythm Technologies Receives FDA 510(k) Clearance for Design Modifications to Its Zio® AT Device

Source: GlobeNewswire (MIL-OSI)

Zio AT device, along with the Zio ECG Utilization Software (ZEUS) (K222389), enables the provision of ambulatory Mobile Cardiac Telemetry (MCT) monitoring service for non-critical care patients

FDA 510(k)-cleared enhancements will be available in 2025

SAN FRANCISCO, Oct. 30, 2024 (GLOBE NEWSWIRE) — iRhythm Technologies, Inc. (NASDAQ:IRTC), a leading digital health care company focused on creating trusted solutions that detect, predict, and prevent disease, announced today that the U.S. Food and Drug Administration (FDA) has granted clearance for its 510(k) submission related to design modifications and labeling updates for the Zio AT device. Zio AT remains commercially available on the market to ship to customers in the United States, and product enhancements subject to this 510(k) clearance will be available in 2025.

“This clearance is related to enhancements to our Zio AT product, including design features and labeling updates intended to address areas of concern specific to Zio AT that were noted in a 2023 FDA warning letter to the Company,” said Quentin Blackford, iRhythm President and Chief Executive Officer. “We believe these features that were subject to this clearance advance our technology for the benefit of patients, physicians, and healthcare systems who rely on our Zio AT services. At all times, we remain committed to patient safety, physician trust in Zio AT’s clinical performance, service quality, and regulatory compliance.”

About the Zio AT System

The Zio AT device is a prescription-only outpatient cardiac telemetry device, commonly referred to as a mobile cardiac telemetry device, which is used for the provision of our mobile cardiac telemetry (MCT) services. The Zio AT system consists of: the Zio AT patch, an ECG monitor that continuously records ECG data for up to 14 days; the wireless gateway that provides connectivity between the Zio AT patch and the Zio ECG Utilization Software (ZEUS) to transmit data during the wear period; and ZEUS, iRhythm’s deep-learning algorithm that analyzes cardiac events transmitted by the Zio AT patch and gateway. The Zio AT services provide event transmission reports during wear and a comprehensive end-of-wear report^1-4 with preliminary findings to the treating medical professional for final clinical decisions. The Zio AT services are provided by iRhythm’s independent diagnostic testing facilities located in San Francisco, California, Deerfield, Illinois and Houston, Texas.

Zio Services’ Clinically Proven Performance

The value of the Zio service has been demonstrated in over 100 original scientific research manuscripts⁵. Zio AT’s patient-centered design enables high patient compliance and analyzable time with minimal noise or artifact^6-8, and real-world data shows an impressive 98% patient compliance⁹, in part thanks to Zio AT’s zero required patient manipulations. Furthermore, physicians agree with the Zio service’s comprehensive end-of-wear report 99% of the time^10-11.

About iRhythm Technologies, Inc.
iRhythm is a leading digital health care company that creates trusted solutions that detect, predict, and prevent disease. Combining wearable biosensors and cloud-based data analytics with powerful proprietary algorithms, iRhythm distills data from millions of heartbeats¹² into clinically actionable information. Through a relentless focus on patient care, iRhythm’s vision is to deliver better data, better insights, and better health for all. To learn more about iRhythm, including its portfolio of Zio products and services, please visit i rhythmtech.com.

Zio AT Indications For Use

The Zio AT device is intended to capture and transmit symptomatic and asymptomatic cardiac events and record continuous electrocardiogram (ECG) data for long-term monitoring. It is indicated for use on patients 18 years or older who may be asymptomatic or who may suffer from transient symptoms such as palpitations, shortness of breath, dizziness, light-headedness, pre-syncope, syncope, fatigue, or anxiety. It is not intended for use on critical care patients.

Contraindications

Do not use the Zio AT device for patients with symptomatic episodes where variations in cardiac performance could result in immediate danger to the patient or when real-time or in-patient monitoring should be prescribed.
Do not use the Zio AT device for patients with known history of life-threatening arrhythmias.
Do not use the Zio AT device in combination with external cardiac defibrillators or high frequency surgical equipment near strong magnetic fields or devices such as MRI.
Do not use the Zio AT device on patients with a neuro-stimulator, as it may disrupt the quality of ECG data.
Do not use the Zio AT device on patients who do not have the competency to wear the device for the prescribed monitoring period.

Investor Contact
Stephanie Zhadkevich
investors@irhythmtech.com

Media Contact
Kassandra Perry
irhythm@highwirepr.com

Zio AT Clinical Reference Manual. iRhythm Technologies, 2022.
Continuous, uninterrupted refers to the recording of ECG data. Zio AT Gateway transmissions may be impacted by a variety of factors. See Product Labeling for more information.
Zio AT is contraindicated for critical care patients.
Do not use Zio AT for patients with symptomatic episodes where variations in cardiac performance could result in immediate danger to the patient or when real-time or in-patient monitoring should be prescribed. Refer to the Zio AT labeling and Clinical Reference Manual for full contraindications.
Data on file. iRhythm Technologies, 2023.
Data on file. iRhythm Technologies, 2022-2023.
Zio XT Clinical Reference Manual. iRhythm Technologies, 2019.
Zio monitor Instructions for Use. iRhythm Technologies, 2023.
Zio AT Clinical Reference Manual. iRhythm Technologies, 2022.
Data on file. iRhythm Technologies, 2021-2022.
Based on a review of all online Zio XT, Zio monitor, and Zio AT end-of-wear reports. Data on file. iRhythm Technologies, 2023.
Based on the US and UK data using Zio ECG monitors. Data on file. iRhythm Technologies, 2023.

The MIL Network –

January 25, 2025

MIL-OSI: Kneat to Announce 2024 Third-Quarter Financial Results November 6, 2024

Source: GlobeNewswire (MIL-OSI)

LIMERICK, Ireland, Oct. 30, 2024 (GLOBE NEWSWIRE) — kneat.com, inc. (TSX: KSI) (OTC: KSIOF) (“Kneat” or the “Company”) a leader in digitizing and automating validation and quality processes, announced today that the Company will release its financial results for the quarter ended September 30, 2024, after TSX market close on November 6, 2024.

Eddie Ryan, Chief Executive Officer and Hugh Kavanagh, Chief Financial Officer, will host a conference call and Q&A for sell side analysts via webcast on November 7, 2024 at 09:00 ET (14:00 GMT).

Interested parties can register for the live webcast via the following link:

Register Here

The third-quarter financial results will be available from the Financial Information section of the Investors page on the Kneat Solutions website, at: https://kneat.com/investors/

About Kneat
Kneat Solutions provides leading companies in highly regulated industries with unparalleled efficiency in validation and compliance through its digital validation platform Kneat Gx. We lead the industry in customer satisfaction with an unblemished record for retention and implementation, powered by our user-friendly design, expert support, and on-demand training academy. Kneat Gx is an industry-leading digital validation platform that enables highly regulated companies to manage any validation discipline from end-to-end. Kneat Gx is fully ISO 9001 and ISO 27001 certified, fully validated, and 21 CFR Part 11/Annex 11 compliant. Multiple independent customer studies show a 40% or more reduction in validation cycle times, nearly 20% faster speed to market, and 80% reduced changeover time. For more information visit www.kneat.com.

For further information:

Katie Keita, Investor Relations Lead, +902-706-9074, katie.keita@kneat.com

The MIL Network –

January 25, 2025

MIL-OSI: CPS to Host Conference Call on Third Quarter 2024 Earnings

Source: GlobeNewswire (MIL-OSI)

LAS VEGAS, Oct. 30, 2024 (GLOBE NEWSWIRE) — Consumer Portfolio Services, Inc. (Nasdaq: CPSS) (“CPS” or the “Company”) today announced that it will hold a conference call on Friday, November 1, 2024 at 1:00 p.m. ET to discuss its third quarter 2024 operating results.

Those wishing to participate can pre-register for the conference call at the following link https://register.vevent.com/register/BIaadcdbbe0a7849aa918eac85c86475ff. Registered participants will receive an email containing conference call details for dial-in options. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the schedule start time. A replay will be available beginning two hours after conclusion of the call for 12 months via the Company’s website at https://ir.consumerportfolio.com/investor-relations.

About Consumer Portfolio Services, Inc.

Consumer Portfolio Services, Inc. is an independent specialty finance company that provides indirect automobile financing to individuals with past credit problems or limited credit histories. We purchase retail installment sales contracts primarily from franchised automobile dealerships secured by late model used vehicles and, to a lesser extent, new vehicles. We fund these contract purchases on a long-term basis primarily through the securitization markets and service the contracts over their lives.

Investor Relations Contact

Danny Bharwani, Chief Financial Officer

949-753-6811

The MIL Network –

January 25, 2025

MIL-OSI: Sprott Announces Date for 2024 Third Quarter Results Webcast

Source: GlobeNewswire (MIL-OSI)

TORONTO, Oct. 30, 2024 (GLOBE NEWSWIRE) — Sprott Inc. (NYSE:SII) (TSX:SII) (“Sprott”) announced today that it plans to release its third quarter results at 7:00 a.m. on November 6, 2024. Sprott will host an earnings webcast that morning at 10:00 a.m. to discuss the results. Sprott CEO, Whitney George, together with Sprott CFO, Kevin Hibbert and Sprott Asset Management CEO, John Ciampaglia, will host the webcast, which can be accessed as outlined below.

PLEASE NOTE: Research analysts who cover the company should register at:
https://register.vevent.com/register/BIecf4c3c925374bf19a6ce5051f64dd6d

Pre-registration is now open.

About Sprott
Sprott is a global asset manager focused on precious metals and critical materials investments. We are specialists. We believe our in-depth knowledge, experience and relationships separate us from the generalists. Our investment strategies include Exchange Listed Products, Managed Equities and Private Strategies. Sprott has offices in Toronto, New York, Connecticut and California. The company’s common shares are listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol (SII). For more information, please visit www.sprott.com.

Investor contact information: (416) 943-4394 or ir@sprott.com.

The MIL Network –

January 25, 2025

MIL-OSI: Talonvest Capital Negotiates $18M Full Capital Stack for Nashville Development

Source: GlobeNewswire (MIL-OSI)

NEWPORT BEACH, Calif., Oct. 30, 2024 (GLOBE NEWSWIRE) — Talonvest Capital, Inc., a boutique self-storage and commercial real estate advisory firm, along with its client Wedgewood Avenue are pleased to announce the successful closing of a joint venture equity investment along with construction financing for a best in class, institutional quality self-storage development located at 304 Oldham Street in Nashville, TN. Upon completion, the class A development will include 90,032 NRSF within a 3-story facility benefiting from exceptional visibility from major roadways, which average 250,000 vehicles per day, including Interstate-24, Ellington Parkway, and Spring Street.

Beau Fowler, Managing Principal at Wedgewood Avenue, commented, “As a first-time client of Talonvest, I was incredibly impressed by their ability to think strategically and advise on the best structure for both the debt and equity components of our development. Talonvest provided valuable insights that helped us optimize our capital stack to maximize returns while mitigating risk.” The Talonvest team members responsible for this transaction included Jim Davies, Kim Bishop, Tom Sherlock, Ivan Viramontes, and Lauren Maehler.

About Talonvest Capital Inc.:

Talonvest Capital is a commercial real estate advisory firm specializing in sourcing cutting-edge capital programs and advising on capital market trends for industrial, self-storage, multifamily, office, and retail property owners. Talonvest Capital offers a unique boutique approach by leveraging the company’s collective institutional knowledge and remaining highly engaged throughout the entire assignment, including the closing process, to deliver tailored capital solutions for their clients. With over four decades of experience, Talonvest Capital has a unique perspective from its team’s previous experience on the lending side, managing institutional equity, executing nationwide joint venture investments, and facilitating diverse capital placements for clients across the United States. Learn more at https://talonvest.com.

A photo accompanying this announcement is available at:
https://www.globenewswire.com/NewsRoom/AttachmentNg/f9c4f604-6b2f-44b7-9b88-1a151b45ab66

The MIL Network –

January 25, 2025

Category: GlobeNewswire