Category: Intelligence Agencies

MIL-OSI Security: Havre meth, fentanyl trafficker sentenced to 10 years in prison

Source: Office of United States Attorneys

MISSOULA — A Havre man who admitted to conspiring to distribute methamphetamine and fentanyl in Montana was sentenced today to 10 years in prison, to be followed by five years of supervised release, U.S. Attorney Jesse Laslovich said.

The defendant, Lance Jon Stimson, 33, pleaded guilty in October 2024 to conspiracy to distribute and to possess with intent to distribute controlled substances.

U.S. District Judge Dana L. Christensen presided.

The government alleged in court documents that the FBI’s Montana Regional Violent Crime Task Force was investigating an individual for distributing fentanyl in Missoula. The investigation showed that the individual supplied Stimson with meth and fentanyl to distribute. In April 2024, officers arrested Stimson for absconding from supervision and located 310 fentanyl pills and 28 grams of heroin in his vehicle. Stimson admitted to working with the individual to distribute more than 7,000 fentanyl pills and 17 ounces of meth between October 2023 and April 2024.

The U.S. Attorney’s Office prosecuted the case. The FBI’s Montana Regional Violent Crime Task Force.

This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone. On May 26, 2021, the Department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results. For more information about Project Safe Neighborhoods, please visit Justice.gov/PSN.

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MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Maintains Investigation Into The Merger – KAVL, PDCO, VOXX, EBTC

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Jan. 30, 2025 (GLOBE NEWSWIRE) — Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and are investigating:

Kaival Brands Innovations Group, Inc. (NASDAQ: KAVL), relating to its proposed merger with Delta Corp Holdings Limited. Under the terms of the agreement, shareholders of Kaival Brands will receive 1 share of Delta for each share of Kaival Brands common stock they own, and are anticipated to own approximately 10.30% of the combined company.

Click here for more information https://monteverdelaw.com/case/kaival-brands-innovations-group-inc-kavl/. It is free and there is no cost or obligation to you.

Patterson Companies, Inc. (NASDAQ: PDCO), relating to the proposed merger with Patient Square Capital. Under the terms of the agreement, shareholders of Patterson will receive $31.35 in cash per share.

Click here for more https://monteverdelaw.com/case/patterson-companies-inc-pdco/. It is free and there is no cost or obligation to you.

VOXX International Corporation (NASDAQ: VOXX), relating to the proposed merger with Gentex Corporation. Under the terms of the agreement, Gentex will acquire all issued and outstanding shares of VOXX common stock not already owned by Gentex for a purchase price of $7.50 per share.

Click here for more https://monteverdelaw.com/case/voxx-international-corporation-voxx/. It is free and there is no cost or obligation to you.

Enterprise Bancorp, Inc. (NASDAQ: EBTC), relating to the proposed merger with Independent Bank Corp. Under the terms of the agreement, shareholders of Enterprise will receive 0.60 shares of Independent, and $2.00 in cash, per share held.

Click here for more https://monteverdelaw.com/case/enterprise-bancorp-inc-ebtc/. It is free and there is no cost or obligation to you.

NOT ALL LAW FIRMS ARE THE SAME. Before you hire a law firm, you should talk to a lawyer and ask:

Do you file class actions and go to Court?
When was the last time you recovered money for shareholders?
What cases did you recover money in and how much?

About Monteverde & Associates PC

Our firm litigates and has recovered money for shareholders…and we do it from our offices in the Empire State Building. We are a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court.

No company, director or officer is above the law. If you own common stock in any of the above listed companies and have concerns or wish to obtain additional information free of charge, please visit our website or contact Juan Monteverde, Esq. either via e-mail at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.

Contact:
Juan Monteverde, Esq.
MONTEVERDE & ASSOCIATES PC
The Empire State Building
350 Fifth Ave. Suite 4740
New York, NY 10118
United States of America
jmonteverde@monteverdelaw.com
Tel: (212) 971-1341

Attorney Advertising. (C) 2024 Monteverde & Associates PC. The law firm responsible for this advertisement is Monteverde & Associates PC (www.monteverdelaw.com). Prior results do not guarantee a similar outcome with respect to any future matter.

MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Urges Stockholders of ATSG, CTV, DFS, BERY to Act Now

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Jan. 30, 2025 (GLOBE NEWSWIRE) — Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and are investigating:

Air Transport Services Group, Inc. (Nasdaq: ATSG), relating to a proposed merger with Stonepeak Nile Parent LLC. Under the terms of the agreement, Air Transport Services Group shareholders will receive $22.50 per share of Air Transport Services Group Common Stock they own.

ACT NOW. The Shareholder Vote is scheduled for February 10, 2025.

Click here for more information https://monteverdelaw.com/case/air-transport-services-group-inc-atsg/. It is free and there is no cost or obligation to you.

Innovid Corp. (NYSE: CTV), relating to the proposed merger with Mediaocean LLC. Under the terms of the agreement, Mediaocean will acquire Innovid at a price of $3.15 per share of common stock.

ACT NOW. The Shareholder Vote is scheduled for February 11, 2025.

Click here for more https://monteverdelaw.com/case/innovid-corp-ctv/. It is free and there is no cost or obligation to you.

Discover Financial Services (NYSE: DFS), relating to its proposed merger with Capital One Financial Corp. Under the terms of the agreement, DFS shareholders are expected to receive 1.0192 shares of Capital One per share they own.

ACT NOW. The Shareholder Vote is scheduled for February 18, 2025.

Click here for more information: https://www.monteverdelaw.com/case/discover-financial-services. It is free and there is no cost or obligation to you.

Berry Global Group, Inc. (NYSE: BERY), relating to the proposed merger with AMCOR plc. Under the terms of the agreement, Berry shareholders will receive a fixed exchange ratio of 7.25 Amcor shares for each Berry share held upon closing, resulting in Amcor and Berry shareholders owning approximately 63% and 37% of the combined company, respectively.

ACT NOW. The Shareholder Vote is scheduled for February 25, 2025.

Click here for more information https://monteverdelaw.com/case/berry-global-group-inc-bery/. It is free and there is no cost or obligation to you.

NOT ALL LAW FIRMS ARE THE SAME. Before you hire a law firm, you should talk to a lawyer and ask:

Do you file class actions and go to Court?
When was the last time you recovered money for shareholders?
What cases did you recover money in and how much?

About Monteverde & Associates PC

Our firm litigates and has recovered money for shareholders…and we do it from our offices in the Empire State Building. We are a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court.

No company, director or officer is above the law. If you own common stock in any of the above listed companies and have concerns or wish to obtain additional information free of charge, please visit our website or contact Juan Monteverde, Esq. either via e-mail at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.

Contact:
Juan Monteverde, Esq.
MONTEVERDE & ASSOCIATES PC
The Empire State Building
350 Fifth Ave. Suite 4740
New York, NY 10118
United States of America
jmonteverde@monteverdelaw.com
Tel: (212) 971-1341

Attorney Advertising. (C) 2024 Monteverde & Associates PC. The law firm responsible for this advertisement is Monteverde & Associates PC (www.monteverdelaw.com). Prior results do not guarantee a similar outcome with respect to any future matter.

MIL-OSI USA: Durbin Questions FBI Director Nominee, Kash Patel, About Trump Pardoning The Dangerous January 6 Rioters, Connections To Radical Extremist

US Senate News:

Source: United States Senator for Illinois Dick Durbin

January 30, 2025

In his remarks, Patel could not remember who Stew Peters, a far-right internet personality, is despite going on his podcast eight times; breaks with President Trump on pardoning those who harm law enforcement

WASHINGTON – U.S. Senate Democratic Whip Dick Durbin (D-IL), Ranking Member of the Senate Judiciary Committee, today questioned Kash Patel, President Trump’s nominee to lead the Federal Bureau of Investigation (FBI), during his nomination hearing. Durbin first asked Mr. Patel about President Trump’s decision to pardon the violent January 6 insurrections—several of whom have already been rearrested or are wanted for vile crimes committed prior to January 6, 2021, including soliciting a sexual relationship with a minor.

“[Matthew Huddle] is a man found guilty of numerous crimes… he beat his three-year-old child to a point where the poor kid could not sit down for a week. Mr. Huddle was one of the demonstrators who came to the Capitol on January 6. He was incarcerated and charged and pled guilty to crimes that he had committed—violence against police officers. After he was released by President Trump, he returned to Indiana. A few days later, he was stopped on the road, pulled a gun on a policeman, and the policeman and the sheriff’s deputy shot and killed him. This is not the only instance of a person who received President Trump’s clemency committing another crime. Peter Schwartz was mentioned this morning on the radio—38 criminal convictions. He had been sentenced to 14 years in prison. He was released because of the President’s unconditional clemency as well. My question is this: was President Donald Trump wrong to [grant] blanket clemency for January 6 defendants?” Durbin asked.

In his response, Mr. Patel broke with President Trump and stated, “I do not agree with the commutation of any sentence of any individual who committed violence against law enforcement.”

“Do you think that America is safer because these [1,500] people have come out of serving their sentences and live in our communities again?” Durbin asked.

Mr. Patel responded that he has “always advocated for imprisoning those who cause harm to our law enforcement and civilian communities,” again, breaking away from President Trump’s views.

Durbin continued, “You will not answer the question. I do not think we are safer that Matthew Huddle was sent back to Indiana. I do not think we are safer with Peter Schwartz, and I can go through a long list of individuals.”

Durbin then asked Mr. Patel about his involvement with the “J6 prison choir.” He co-produced, promoted, and sold a record recorded by the so-called “J6 prison choir”—a group of January 6 insurrectionists who were incarcerated in the D.C. jail in February 2023. Mr. Patel has described the choir’s members as “political prisoners.” Notably, he has declined to identify the members of the choir.

Durbin said, “My understanding is that the performers of this ‘J6 choir’ were the rioters who were imprisoned.”

Mr. Patel responded that “he had nothing to do with the recording.”

Durbin followed up, “You are not aware of who made the recording?”

To which Mr. Patel responded “no.”

Durbin then asked about Mr. Patel’s affiliations with problematic individuals. He has frequently associated with—and sometimes praised—extremist figures with well-documented histories of racist, antisemitic, conspiratorial, or violent statements or beliefs.

“In September of 2023 you appeared with Laura Loomer [at] an event promoting your book, [Government Gangsters]. You shared a photo of yourself where you held her book and she held hers. Just a few months before this event, Ms. Loomer posted on ‘X’ that the September 11 terrorists attacks were ‘an inside job’ and accused Florida’s First Lady, Casey DeSantis, of exaggerating her cancer diagnosis to gain voter sympathy. A number of my Republican colleagues have criticized Ms. Loomer’s extremism. One of my colleagues described her as ‘a crazy conspiracy theorist who regularly utters disgusting garbage.’ Given all of this, why did you associate with Ms. Loomer?” Durbin asked.

Mr. Patel dismissed the question.

Durbin then asked about his relationship with Stew Peters—an alt-right internet personality. Between October 2021 and June 2022, Mr. Patel made eight separate appearances on a podcast hosted by Stew Peters. Before and during that stint, Mr. Peters promoted outrageous conspiracy theories and worked with a prominent neo-Nazi. In mid-2021, Mr. Peters promoted a baseless assertion that Chief Justice John Roberts and former Vice President Mike Pence were pedophiles.

“Are you familiar with Mr. Stew Peters? Does that ring a bell?” Durbin asked.

“I’m sorry, what?” Patel said.

“Are you familiar with Mr. Stew Peters?” Durbin asked.

“Not off of the top of my head,” said Patel.

“You made eight separate appearances on his podcast, and he promoted outrageous conspiracy theories and worked with a prominent neo-Nazi. The list goes on. I am just asking when it comes to your association with individuals, why are so many of them in this category?” Durbin asked.

Mr. Patel responded that he went on these seriously problematic podcasts “to take on” people who are putting out conspiracy theories and “de-vow them of their false impressions and to talk to them about the truth.”

Video of Durbin’s first round of questions in Committee is available here.

Audio of Durbin’s first round of questions in Committee is available here.

Footage of Durbin’s first round of questions in Committee is available here for TV Stations.

-30-

MIL-OSI Security: Chaska Man Pleads Guilty for His Role in $250 Million Feeding Our Future Fraud Scheme

Source: Office of United States Attorneys

MINNEAPOLIS – A Chaska man pleaded guilty for his role in the $250 million fraud scheme that exploited a federally-funded child nutrition program during the COVID-19 pandemic, announced Acting U.S. Attorney Lisa D. Kirkpatrick.

According to court documents, from approximately November 2020 through January 2022, Mohamed Muse Noor a.k.a. “Deeq Darajo,”40, knowingly participated in a scheme to defraud a federal child nutrition program designed to provide free meals to children in need. Rather than feed children, Noor and his co-defendants took advantage of the COVID-19 pandemic—and the resulting program changes—to enrich themselves by fraudulently misappropriating millions of dollars in federal child nutrition program funds.

According to court documents, Noor was specifically recruited to the Feeding Our Future scheme even though he had no background or experience in buying or providing food. In December 2020, Noor submitted his application to be enrolled in the Federal Child Nutrition Program through Feeding Our Future employee, Abdikerm Eidleh, to Aimee Bock, former Executive Director of the Feeding Our Future non-profit organization. Under Eidleh’s direction, Noor signed forms with fake meal counts and fabricated invoices falsely claiming to be feeding supper and snack to 1,500 children every day within a few weeks of being sponsored by Feeding Our Future. However, Noor did not personally serve any meals to children and never visited the sites registered in his name by Feeding Our Future.

According to the plea agreement entered today, Noor paid kickbacks to Eidleh in exchange for Feeding Our Future’s sponsorship in the Federal Child Nutrition Program. Food distribution sites associated with Noor fraudulently obtained up to $1.3 million in federal child nutrition program funds by falsely claiming to have served meals to thousands of children per day. Almost all almost of the $1.3 million was either transferred to Eidleh or was intercepted by Eidleh without Noor’s knowledge. As part of their arrangement, Noor retained approximately $52,388 in fraudulent proceeds for himself.

Noor pleaded guilty today in U.S. District Court before Judge Joan N. Ericksen to one count of conspiracy to commit wire fraud. His sentencing hearing will be scheduled at a later date.

The case is the result of an investigation by the FBI, IRS – Criminal Investigations, and the U.S. Postal Inspection Service.

Assistant U.S. Attorneys Joseph H. Thompson, Matthew S. Ebert, and Harry M. Jacobs are prosecuting the case. Assistant U.S. Attorney Craig Baune is handling the seizure and forfeiture of assets.

MIL-OSI Security: Stevensville timber frame home builder convicted of defrauding customers sentenced to more than five years in prison, ordered to pay $1.8 million restitution

Source: Office of United States Attorneys

MISSOULA — A Stevensville timber frame home builder who was convicted at trial of defrauding customers by using their payments for his own personal expenses instead of building them homes was sentenced today to five years and three months in prison and ordered to pay $1,855,025.25 restitution, U.S. Attorney Jesse Laslovich said.

A federal jury in September 2024 convicted the defendant, Brett Mauri, 61, of four counts of wire fraud and two counts of money laundering.

U.S. District Judge Dana L. Christensen presided. The court also ordered the prison term to be followed by three years of supervised release. The court remanded Mauri to the custody of U.S. Marshals Service.

In court documents and at trial, the government alleged that Mauri owned and operated Bitterroot Timber Frames (BTF) and Three Mile Creek Post & Beam, LLC. According to Mauri and the company’s website, BTF built custom timber frame homes across the United States. The government alleged that between 2018 and 2022, Mauri defrauded nine individuals who hired him to build their timber frame homes. Mauri obtained payments from these customers and lied to them about his operations and what he was doing with their money. Mauri ultimately provided little to nothing in return. Mauri’s actions affected nine families and hourly employees he failed to pay.

The scheme involved Mauri inducing customers to send him funds, which were ultimately deposited into his or his wife’s bank accounts. Mauri and his wife primarily used the money for personal expenses, shopping sprees and travel instead of building the homes as he promised. What work Mauri did perform on victims’ projects gave his operation the hallmarks of a Ponzi scheme. He frequently solicited new money from a victim and used the funds, in part, to cover past expenses that were often incurred on earlier projects. In exchange, Mauri provided very little materials or services, and some victims received nothing at all. Those who received some construction work were forced to incur significant expenses to correct Mauri’s substandard product and finish their builds or to sell their land when they realized Mauri’s promises would never come to fruition. Victims had hired Mauri to build homes in the Montana communities of Whitehall, Victor, Corvallis and Missoula, and in New York, Utah, and Louisiana.

The U.S. Attorney’s Office prosecuted the case. The FBI conducted the investigation.

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MIL-OSI Security: Former Deputy Sentenced For Falsifying Records To Obstruct A Federal Investigation

Source: Office of United States Attorneys

MUSKOGEE, OKLAHOMA – The United States Attorney’s Office for the Eastern District of Oklahoma announced that Wesley Wayne Hunter Jr., age 29, of Yukon, Oklahoma, was sentenced to 70 months in prison for one count of Destruction, Alteration, or Falsification of Records to Obstruct a Federal Investigation.

The charge arose from an investigation by the Federal Bureau of Investigation and the Oklahoma State Bureau of Investigation.

On June 5, 2024, Hunter pleaded guilty to the charge. According to investigators, on July 20, 2023, in his official capacity as a Canadian County Deputy, Hunter purposefully deactivated the mobile tracking system on his work phone while transporting a pretrial detainee from Bryan County to Canadian County before pulling his patrol car off the transport route. Hunter admitted during the June plea hearing he did this to conceal and impede any future investigation into his subsequent criminal misconduct.

“The FBI will not stand by when a law enforcement official abuses the authority entrusted to them,” said FBI Oklahoma City Acting Special Agent in Charge Sonia Garcia. “We will continue to hold accountable any public servant who fails the community they were sworn to protect.”

“Wesley Wayne Hunter Jr. betrayed his employer, his community, and his oath by engaging in misconduct against a detainee and attempting to conceal his acts,” said United States Attorney Christopher J. Wilson. “Today, thanks to the diligent work of the FBI, the OSBI, the DOJ Civil Rights Division, and Eastern District prosecutors, Hunter is being held accountable for his crime.”

The Honorable John D. Russell, U.S. District Judge in the United States District Court for the Northern District of Oklahoma, sitting by assignment, presided over the hearing in Muskogee. Hunter will remain in the custody of the U.S. Marshals Service pending transportation to a designated United States Bureau of Prisons facility to serve a non-paroleable sentence of incarceration.

Assistant U.S. Attorneys Nicole Paladino and Richard Lorenz, in consultation with Trial Attorney Laura Gilson of the Civil Rights Division of the Department of Justice, represented the United States.

MIL-OSI: The First of Long Island Corporation Reports Earnings for the Year Ended December 31, 2024

Source: GlobeNewswire (MIL-OSI)

MELVILLE, N.Y., Jan. 30, 2025 (GLOBE NEWSWIRE) — The First of Long Island Corporation (Nasdaq: FLIC, the “Company” or the “Corporation”), the parent of The First National Bank of Long Island (the “Bank”), reported earnings for the quarter and year ended December 31, 2024.

President and Chief Executive Officer Chris Becker commented on the Company’s results: “Our team is focused on best positioning our company for the future and its pending merger with ConnectOne Bancorp, Inc. In that regard, our net interest margin bottomed out during the first quarter of 2024 and began its recovery during the remainder of the year. Excluding loss on securities in 2023, noninterest income increased nearly 23% largely related to new and recurring fee income categories. Noninterest expense was well controlled with an increase of 1.6% when compared to the prior year after backing out $3.1 million of merger and branch consolidation expenses in 2024. Finally, asset quality remains strong. We look forward to the changes to come in 2025, which will offer new and exciting opportunities to our stockholders, customers, employees and communities.”

Analysis of Earnings – 2024 Earnings

Net income and diluted earnings per share (“EPS”) for the year ended December 31, 2024, were $17.1 million and $0.75, respectively, as compared to $26.2 million and $1.16, respectively, in 2023. The principal drivers of the change in net income were a decline in net interest income of $13.6 million, or 15.7%, and a provision for credit losses of $359,000 as compared to a provision reversal of $326,000 in 2023, partially offset by a loss on sales of securities of $3.5 million in the first quarter of 2023, an increase in remaining noninterest income of $2.2 million, an increase in noninterest expense of $4.1 million and a decrease in income tax expense of $3.5 million. The year ended December 31, 2024 produced a return on average assets (“ROA”) of 0.40%, a return on average equity (“ROE”) of 4.49%, an efficiency ratio of 79.00%, and a net interest margin of 1.83%.

For the year ended December 31, 2024, net interest income declined due to an increase in interest expense of $25.5 million that was only partially offset by an $11.8 million increase in interest income. Year over year, the cost of interest-bearing liabilities increased 90 basis points while the yield on interest-earning assets increased 31 basis points. The Bank’s balance sheet remains liability sensitive, however the pace of repricing of average interest-earning assets began outpacing the repricing of average interest-bearing liabilities in the second half of the year as the Fed’s easing of interest rates allowed the Bank to reduce nonmatured deposit rates.

The Bank recorded a provision for credit losses of $359,000 during 2024, compared to a provision reversal of $326,000 in 2023. The allowance for credit losses declined when compared to year-end 2023 largely due to declines in historical loss rates and reserves on individually evaluated loans, partially offset by a deterioration in current and forecasted economic conditions, including adjustments for rent stabilization status of multifamily properties. The reserve coverage ratio remained stable at 0.88% of total loans at December 31, 2024 as compared to 0.89% at December 31, 2023. Past due loans and nonaccrual loans were at $270,000 and $3.2 million, respectively, on December 31, 2024. Overall credit quality of the loan and investment portfolios remains strong.

Noninterest income, excluding the loss on sales of securities of $3.5 million in the 2023 period, increased $2.2 million, or 22.8%, year over year. Recurring components of noninterest income including bank-owned life insurance (“BOLI”) and service charges on deposit accounts had increases of 8.1% and 11.3%, respectively. Other noninterest income increased 45.7% and included increases of $655,000 in merchant card services, $465,000 in back-to-back swap fees, $377,000 of BOLI benefit payments, and $242,000 in pension income, which were partially offset by a gain on disposition of premises and fixed assets of $240,000 in 2023.

Noninterest expense increased $4.1 million, or 6.4%, for the year ended December 31, 2024, as compared to the prior year. The change in noninterest expense is mainly attributable to branch consolidation and merger expenses of $1.9 million and $1.2 million, respectively. Noninterest expense excluding merger and branch consolidation expenses increased by $1.0 million or 1.6%. The 6.3% year-over-year increase in salaries and employee benefits included a variety of compensation and benefit categories including the vesting of certain awards during the fourth quarter of 2024. The decrease of $554,000 in occupancy and equipment expense was largely due to the ongoing branch optimization strategy. Lower other expenses included a decrease in telecommunication expenses of $510,000 due to efficiencies with system upgrades and a smaller provision for off-balance sheet commitments of $310,000 due to a decrease in off-balance sheet credit exposure.

Income tax expense decreased $3.5 million, and the effective tax rate declined from 11.0% in 2023 to (1.9%) in 2024. The decline in the effective tax rate is mainly due to an increase in the percentage of pre-tax income derived from the Bank’s real estate investment trust, reducing the state and local income tax due. The decrease in income tax expense reflects the lower effective tax rate and a decline in pre-tax income.

Analysis of Earnings – Fourth Quarter 2024 Versus Fourth Quarter 2023

Net income for the fourth quarter of 2024 decreased $2.8 million as compared to the fourth quarter of 2023. The change in net income is mainly attributable to an increase in salaries and employee benefits expense of $2.4 million for substantially the same reasons discussed above with respect to the year-over-year changes, a $1.9 million decline in net interest income along with a $1.4 million increase in branch consolidation expenses. This was partially offset by a provision reversal for credit losses of $381,000 as compared to a provision of $901,000 in the fourth quarter of 2023, back-to-back swap fees of $233,000 and a BOLI benefit payment of $225,000, both recorded in the current period and an increase in merchant card services income of $186,000. The quarter produced a ROA of 0.31%, a ROE of 3.35%, an efficiency ratio of 86.78%, and a net interest margin of 1.83%.

Analysis of Earnings – Fourth Quarter 2024 Versus Third Quarter 2024

Net income for the fourth quarter of 2024 decreased $1.4 million compared to the third quarter of 2024. The decrease in net income was primarily due to an increase in salaries and employee benefits of $856,000, additional branch consolidation expenses of $840,000 and a decrease in net interest income of $573,000, partially offset by a provision reversal for credit losses of $381,000 in the fourth quarter as compared to a provision of $170,000 in the third quarter and a decrease in merger expenses of $571,000. The decline in net interest income was primarily due to a net interest margin decrease of 6 basis points when compared to the linked quarter, which was largely due to lower income on the fair value derivative.

Liquidity

On December 31, 2024, overnight advances and other borrowings were down by $70.0 million and $37.5 million, respectively, from prior year end. At year-end, the Bank had $583.0 million in collateralized borrowing lines with the Federal Home Loan Bank of New York and the Federal Reserve Bank, $20.0 million unsecured line of credit with a correspondent bank and $265.5 million in unencumbered cash and securities. In total, $868.5 million in liquidity was available on December 31, 2024. Uninsured deposits were 45.8% of total deposits at December 31, 2024.

Capital

The Corporation’s capital position remains strong with a leverage ratio of approximately 10.12% on December 31, 2024. Book value per share was $16.77 on December 31, 2024, versus $16.83 on December 31, 2023. The accumulated other comprehensive loss component of stockholders’ equity is mainly comprised of a net unrealized loss in the available-for-sale securities portfolio due to higher market interest rates. The Company declared its quarterly cash dividend of $0.21 per share during the quarter. There were no share repurchases during the quarter.

Forward Looking Information

This earnings release contains various “forward-looking statements” within the meaning of that term as set forth in Rule 175 of the Securities Act of 1933 and Rule 3b-6 of the Securities Exchange Act of 1934. Such statements are generally contained in sentences including the words “may” or “expect” or “could” or “should” or “would” or “believe” or “anticipate”. The Corporation cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Factors that could cause future results to vary from current management expectations include, but are not limited to, changing economic conditions; legislative and regulatory changes; monetary and fiscal policies of the federal government; changes in interest rates; deposit flows and the cost of funds; demand for loan products; competition; changes in management’s business strategies; changes in accounting principles, policies or guidelines; changes in real estate values; and other factors discussed in the “risk factors” section of the Corporation’s filings with the Securities and Exchange Commission (“SEC”). The forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

For more detailed financial information please see the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024. The Form 10-K will be available through the Bank’s website at www.fnbli.com on or about March 12, 2025, when it is anticipated to be electronically filed with the SEC. Our SEC filings are also available on the SEC’s website at www.sec.gov.


CONSOLIDATED BALANCE SHEETS (Unaudited)

	12/31/2024			12/31/2023
	(dollars in thousands)
Assets:
Cash and cash equivalents	$	38,330		$	60,887
Investment securities available-for-sale, at fair value		624,779			695,877

Loans:
Commercial and industrial		136,732			116,163
Secured by real estate:
Commercial mortgages		1,963,107			1,919,714
Residential mortgages		1,084,090			1,166,887
Home equity lines		36,468			44,070
Consumer and other		1,210			1,230
		3,221,607			3,248,064
Allowance for credit losses		(28,331	)		(28,992	)
		3,193,276			3,219,072

Restricted stock, at cost		27,712			32,659
Bank premises and equipment, net		29,135			31,414
Right-of-use asset – operating leases		18,951			22,588
Bank-owned life insurance		117,075			114,045
Pension plan assets, net		11,806			10,740
Deferred income tax benefit		36,192			28,996
Other assets		22,080			19,622
	$	4,119,336		$	4,235,900
Liabilities:
Deposits:
Checking	$	1,074,671		$	1,133,184
Savings, NOW and money market		1,574,160			1,546,369
Time		616,027			591,433
		3,264,858			3,270,986

Overnight advances		—			70,000
Other borrowings		435,000			472,500
Operating lease liability		21,964			24,940
Accrued expenses and other liabilities		18,648			17,328
		3,740,470			3,855,754
Stockholders’ Equity:
Common stock, par value $0.10 per share:
Authorized, 80,000,000 shares;
Issued and outstanding, 22,595,349 and 22,590,942 shares		2,260			2,259
Surplus		79,731			79,728
Retained earnings		354,051			355,887
		436,042			437,874
Accumulated other comprehensive loss, net of tax		(57,176	)		(57,728	)
		378,866			380,146
	$	4,119,336		$	4,235,900


CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Year Ended						Three Months Ended
	12/31/2024			12/31/2023			12/31/2024			12/31/2023
	(dollars in thousands)
Interest and dividend income:
Loans	$	137,092		$	127,866		$	34,413		$	33,160
Investment securities:
Taxable		26,412			22,663			5,711			6,786
Nontaxable		3,826			4,954			954			978
		167,330			155,483			41,078			40,924
Interest expense:
Savings, NOW and money market deposits		45,254			32,164			11,617			9,976
Time deposits		27,509			19,267			6,761			6,181
Overnight advances		401			950			9			354
Other borrowings		20,947			16,237			4,664			4,455
		94,111			68,618			23,051			20,966
Net interest income		73,219			86,865			18,027			19,958
Provision (credit) for credit losses		359			(326	)		(381	)		901
Net interest income after provision (credit) for credit losses		72,860			87,191			18,408			19,057

Noninterest income:
Bank-owned life insurance		3,456			3,197			883			814
Service charges on deposit accounts		3,376			3,034			833			791
Net loss on sales of securities		—			(3,489	)		—			—
Gain on disposition of premises and fixed assets		21			240			—			—
Other		5,215			3,354			1,504			792
		12,068			6,336			3,220			2,397
Noninterest expense:
Salaries and employee benefits		39,720			37,373			10,551			8,105
Occupancy and equipment		12,586			13,140			3,297			3,166
Merger expenses		1,161			—			295			—
Branch consolidation expenses		1,934			—			1,387			—
Other		12,763			13,546			3,128			3,536
		68,164			64,059			18,658			14,807
Income before income taxes		16,764			29,468			2,970			6,647
Income tax (credit) expense		(312	)		3,229			(274	)		588
Net income	$	17,076		$	26,239		$	3,244		$	6,059

Share and Per Share Data:
Weighted Average Common Shares		22,527,300			22,550,562			22,548,966			22,586,296
Dilutive restricted stock units		121,393			82,609			221,692			122,961
Dilutive weighted average common shares		22,648,693			22,633,171			22,770,658			22,709,257

Basic EPS	$	0.76		$	1.16		$	0.14		$	0.27
Diluted EPS		0.75			1.16			0.14			0.27
Cash Dividends Declared per share		0.84			0.84			0.21			0.21

FINANCIAL RATIOS
(Unaudited)
ROA		0.40	%		0.62	%		0.31	%		0.57	%
ROE		4.49			7.14			3.35			6.68
Net Interest Margin		1.83			2.16			1.83			2.00
Efficiency Ratio		79.00			65.52			86.78			65.47


PROBLEM AND POTENTIAL PROBLEM LOANS AND ASSETS (Unaudited)

	12/31/2024			12/31/2023
	(dollars in thousands)
Loans including modifications to borrowers experiencing financial difficulty:
Modified and performing according to their modified terms	$	421		$	431
Past due 30 through 89 days		270			3,086
Past due 90 days or more and still accruing		—			—
Nonaccrual		3,229			1,053
		3,920			4,570
Other real estate owned		—			—
	$	3,920		$	4,570

Allowance for credit losses	$	28,331		$	28,992
Allowance for credit losses as a percentage of total loans		0.88	%		0.89	%
Allowance for credit losses as a multiple of nonaccrual loans		8.8	x		27.5	x


AVERAGE BALANCE SHEET, INTEREST RATES AND INTEREST DIFFERENTIAL (Unaudited)

	Year Ended December 31,
	2024								2023
	Average			Interest/		Average			Average			Interest/		Average
(dollars in thousands)	Balance			Dividends		Rate			Balance			Dividends		Rate
Assets:
Interest-earning bank balances	$	60,259		$	3,221		5.35	%	$	48,879		$	2,508		5.13	%
Investment securities:
Taxable (1)		611,936			23,191		3.79			584,450			20,155		3.45
Nontaxable (1) (2)		152,575			4,843		3.17			196,341			6,271		3.19
Loans (1) (2)		3,237,664			137,092		4.23			3,260,903			127,868		3.92
Total interest-earning assets		4,062,434			168,347		4.14			4,090,573			156,802		3.83
Allowance for credit losses		(28,613	)							(30,291	)
Net interest-earning assets		4,033,821								4,060,282
Cash and due from banks		32,207								30,847
Premises and equipment, net		30,700								32,027
Other assets		124,909								112,833
	$	4,221,637							$	4,235,989
Liabilities and Stockholders’ Equity:
Savings, NOW & money market deposits	$	1,591,320			45,254		2.84		$	1,657,947			32,164		1.94
Time deposits		622,229			27,509		4.42			553,096			19,267		3.48
Total interest-bearing deposits		2,213,549			72,763		3.29			2,211,043			51,431		2.33
Overnight advances		7,156			401		5.60			17,529			950		5.42
Other borrowings		446,837			20,947		4.69			380,399			16,237		4.27
Total interest-bearing liabilities		2,667,542			94,111		3.53			2,608,971			68,618		2.63
Checking deposits		1,135,579								1,220,947
Other liabilities		38,159								38,575
		3,841,280								3,868,493
Stockholders’ equity		380,357								367,496
	$	4,221,637							$	4,235,989

Net interest income (2)				$	74,236							$	88,184
Net interest spread (2)							0.61	%							1.20	%
Net interest margin (2)							1.83	%							2.16	%

(1)		The average balances of loans include nonaccrual loans. The average balances of investment securities exclude unrealized gains and losses on available-for-sale securities.
(2)		Tax-equivalent basis. Interest income on a tax-equivalent basis includes the additional amount of interest income that would have been earned if the Corporation’s investment in tax-exempt loans and investment securities had been made in loans and investment securities subject to federal income taxes yielding the same after-tax income. The tax-equivalent amount of $1.00 of nontaxable income was $1.27 for each period presented using the statutory federal income tax rate of 21%.


AVERAGE BALANCE SHEET, INTEREST RATES AND INTEREST DIFFERENTIAL (Unaudited)

	Three Months Ended December 31,
	2024								2023
	Average			Interest/		Average			Average			Interest/		Average
(dollars in thousands)	Balance			Dividends		Rate			Balance			Dividends		Rate
Assets:
Interest-earning bank balances	$	41,393		$	497		4.78	%	$	39,134		$	539		5.46	%
Investment securities:
Taxable (1)		585,774			5,214		3.56			642,590			6,247		3.89
Nontaxable (1) (2)		152,028			1,207		3.18			157,098			1,238		3.15
Loans (1)		3,240,254			34,413		4.25			3,245,232			33,160		4.09
Total interest-earning assets		4,019,449			41,331		4.11			4,084,054			41,184		4.03
Allowance for credit losses		(28,679	)							(29,577	)
Net interest-earning assets		3,990,770								4,054,477
Cash and due from banks		30,311								29,175
Premises and equipment, net		29,868								31,792
Other assets		131,573								105,902
	$	4,182,522							$	4,221,346
Liabilities and Stockholders’ Equity:
Savings, NOW & money market deposits	$	1,597,769			11,617		2.89			1,626,615			9,976		2.43
Time deposits		612,334			6,761		4.39			602,256			6,181		4.07
Total interest-bearing deposits		2,210,103			18,378		3.31			2,228,871			16,157		2.88
Overnight advances		761			9		4.70			25,055			354		5.61
Other borrowings		416,413			4,664		4.46			390,326			4,455		4.53
Total interest-bearing liabilities		2,627,277			23,051		3.49			2,644,252			20,966		3.15
Checking deposits		1,132,122								1,176,276
Other liabilities		37,578								41,063
		3,796,977								3,861,591
Stockholders’ equity		385,545								359,755
	$	4,182,522							$	4,221,346

Net interest income (2)				$	18,280							$	20,218
Net interest spread (2)							0.62	%							0.88	%
Net interest margin (2)							1.83	%							2.00	%

(1)		The average balances of loans include nonaccrual loans. The average balances of investment securities exclude unrealized gains and losses on available-for-sale securities.
(2)		Tax-equivalent basis. Interest income on a tax-equivalent basis includes the additional amount of interest income that would have been earned if the Corporation’s investment in tax-exempt investment securities had been made in investment securities subject to federal income taxes yielding the same after-tax income. The tax-equivalent amount of $1.00 of nontaxable income was $1.27 for each period presented using the statutory federal income tax rate of 21%.

For More Information Contact:
Janet Verneuille, SEVP and CFO
(516) 671-4900, Ext. 7462

MIL-OSI Security: PDS Gang Member Pleads Guilty to Discharging Firearm During and in Relation to Drug Trafficking

Source: Office of United States Attorneys

Defendant Admitted to Participating in “Rolling Shootout” Targeting Rival Gang

WASHINGTON – Isjalon Jermiah Armstead, 22, of Washington D.C., pleaded guilty today in connection with an indictment charging numerous members of the Push Dat Shit (PDS) street gang with distributing large quantities of marijuana in the District of Columbia as well as using, carrying, and possessing firearms, including fully automatic machineguns, in furtherance of their drug dealing business.

The plea was announced by U.S. Attorney Edward R. Martin, Jr., FBI Special Agent Sean T. Ryan of the Washington Field Office’s Criminal and Cyber Division, Special Agent in Charge Anthony Spotswood of the Bureau of Alcohol, Tobacco, Firearms, and Explosives Washington Field Division, and Chief Pamela Smith of the Metropolitan Police Department (MPD).

Armstead, aka “Smaut,” pleaded guilty today before U.S. District Judge Amy Berman Jackson to discharging a firearm during and in relation to a drug trafficking offense. Armstead faces a mandatory minimum sentence of 10 years in prison. Judge Berman Jackson scheduled a sentencing hearing for May 7, 2025.

As part of his plea, Armstead admitted to participating in a “rolling shootout” in the Washington Highlands neighborhood of Southeast Washington, D.C. on June 5, 2023. According to court documents, Armstead and a fellow PDS gang member were driving a gray Nissan Altima in the area with marijuana that they intended to distribute when they observed a rival gang member. The two men then chased the rival through a residential neighborhood while shooting from their vehicle as the rival returned fire. The gray Nissan Altima was disabled as a result of the shootout, and Armstead and his fellow PDS member fled on foot – discarding bags of marijuana and their firearms as they ran – before being apprehended by MPD officers a few blocks away.

Additional MPD officers responded to the scene and retraced the flight path, at which time they discovered two firearms discarded in a trash can alongside a residence. The firearms were identified as a Glock Model 26, 9mm semi-automatic handgun and an American Tactical Omni Hybrid semi-automatic AR-Pistol chambered in .300 caliber. These firearms matched shell casings recovered from the scene of the rolling shootout. As part of his plea agreement, Armstead admitted to discharging the AR-Pistol during the rolling shootout.

This plea is part of an ongoing joint investigation which has now resulted in 24 convictions and the seizure of two vehicles, 35 firearms, four machine guns, more than 1,000 rounds of ammunition, approximately 60 pounds of marijuana, 41 grams of cocaine base, dozens of oxycodone pills, and approximately $500,000 in cash.

The case was investigated by the FBI’s Washington Field Office, the ATF’s Washington Field Division, and the Metropolitan Police Department. It is being prosecuted by Assistant U.S. Attorneys James B. Nelson and Justin F. Song and Paralegal Specialist Melissa Macechko.

Surveillance Footage Showing the Grey Nissan Altima (circled in red) and the Vehicle it was Pursuing During the Shootout on June 5, 2023.

Surveillance Footage Showing Armstead Fleeing From the Scene

Firearms Recovered from Armstead’s Flight Path

23cr379

MIL-OSI Security: Hudson County Man Charged With Online Enticement Of A Minor

Source: Office of United States Attorneys

NEWARK, N.J. – A Hudson County man has been charged with enticing a minor to engage in criminal sexual conduct, Acting U.S. Attorney Vikas Khanna announced.

Ryan Niksa, 34, of Jersey City, New Jersey, was charged in a one-count complaint with enticement of a minor to engage in sexual activity. He had an initial appearance before U.S. Magistrate Judge Leda Dunn Wettre in Newark federal court on January 29, 2025, and was ordered detained.

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

Since in or around August 2024, Niksa communicated with a minor victim located in another state through social media applications and text messages. Niksa and the minor victim exchanged sexually explicit photos and videos. Niksa expressed his desire to live with the minor victim, discussed traveling to the minor victim’s home state to be with her, and discussed running away with the minor victim to another country where they could evade law enforcement.

Enticement of a minor carries a mandatory minimum penalty of 10 years in prison and a maximum potential penalty of life in prison, as well as a $250,000 fine.

Acting U.S. Attorney Khanna credited special agents of the FBI, under the direction of Acting Special Agent in Charge Terence G. Reilly in Newark, the Jersey City Police Department, under the direction of Director James Shea, and the Hudson County Prosecutor’s Office, under the direction of Prosecutor Esther Suarez, with the investigation leading to the charges.

The government is represented by Assistant U.S. Attorney Alison Thompson of the Organized Crime and Gangs Unit in Newark.

The charges and allegations contained in the complaint are merely accusations, and the defendant is presumed innocent unless and until proven guilty.

25-027 ###

Defense counsel: Shaiba Rather, Assistant Federal Public Defender

MIL-OSI Security: St. Louis County Felon Admits Gun Charge

Source: Office of United States Attorneys

ST. LOUIS – A convicted felon caught video calling a jail inmate while displaying firearms pleaded guilty to a gun charge Thursday.

In June of 2024, Bruce Donta Robinson, 28, contacted an inmate at a detention facility in Pulaski County, Illinois via video call. During the call, Robinson can be seen with what appeared to be two semi-automatic weapons. Robinson is a convicted felon and is thus barred from possessing firearms. He was also on supervised release from a prior gun crime at the time.

After reviewing the video call, the FBI obtained a court-approved search warrant for Robinson’s St. Louis County residence. Agents found a loaded Polymer 80 semi-automatic pistol with no serial number and a large capacity magazine, a loaded Glock .45-caliber semi-automatic pistol with a laser attachment and a stolen Rock River Arms AR-15 pistol with a large capacity magazine.

Robinson pleaded guilty to one felony count of being a felon in possession of a firearm.
The charge carries a potential penalty of up to 15 years in prison.

The FBI investigated the case. Assistant U.S. Attorney J. Christian Goeke is prosecuting the case.

This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone. On May 26, 2021, the Department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results.

MIL-OSI Security: Lawton Couple Charged with Child Sex Trafficking

Source: Office of United States Attorneys

OKLAHOMA CITY – A federal Grand Jury has charged JACKIE ANTONIO DUNCAN, 35, and NIA HALL, 30, both of Lawton, with sex trafficking of children, sex trafficking by force, fraud, or coercion, and conspiracy to commit sex trafficking, announced U.S. Attorney Robert J. Troester.

According to public record, in May 2024, two juveniles ran away from a juvenile group home in Lawton, Oklahoma, and were entered into law enforcement databases as missing juveniles. One of the juveniles was located by officers with the Plano Police Department on July 16, 2024, at a motel in Collin County, Texas, where she disclosed she and the other missing juvenile had been sex-trafficked. The juvenile told officers that after she and the other juvenile had fled the group home, they were approached by two people, later identified as Hall and Duncan, at a gas station. The juveniles began living with Hall and Duncan, who soon after transported the juveniles to various cities in Texas, where they performed sex acts for money, which Hall and Duncan kept. In return, the juveniles were provided food and shelter. The juvenile told authorities she had recently escaped Hall and Duncan’s car in the Dallas area. On September 30, 2024, the second juvenile was found and recovered in San Antonio, Texas. She recounted a similar story of being sex-trafficked by Hall and Duncan in exchange for food and shelter. During the investigation, local and federal law enforcement reviewed sex advertisements associated with Hall. These advertisements contained photos of the juveniles.

Public record further reflects that Hall and Duncan were arrested on December 16, 2024. On January 21, 2025, a federal Grand Jury returned a three-count Indictment against Duncan and Hall, charging them with sex trafficking of children; sex trafficking by force, fraud, or coercion; and conspiracy to commit sex trafficking. If found guilty, Hall and Duncan face up to life in federal prison and fines of up to $250,000 on each count.

The public is reminded these charges are merely allegations, and that the defendants are presumed innocent unless and until proven guilty beyond a reasonable doubt.

This case is the result of an investigation by the Bureau of Indian Affairs, FBI Oklahoma City Field Office, Lawton Police Department, Choctaw Nation Lighthorse Police Department, Oklahoma Highway Patrol, Oklahoma Bureau of Narcotics & Dangerous Drugs Control, Fort Smith Police Department, Arkansas State Police, San Antonio Police Department, Plano Police Department, and Fort Worth Police Department. Assistant U.S. Attorneys Jordan Ganz and Brandon Hale are prosecuting the case.

Reference is made to public filings for additional information.

MIL-OSI Security: Owner of Retirement Services Company Sentenced to Federal Prison for Stealing Money from Clients Through Wire Fraud Scheme

Source: Office of United States Attorneys

ALEXANDRIA, La. – Acting United States Attorney Alexander C. Van Hook announced that Jerry O. Pearson, 62, of Alexandria, Louisiana, was sentenced today by United States District Judge Dee D. Drell for committing wire fraud. Pearson was sentenced to 63 months in prison, followed by 3 years of supervised release, and ordered to pay restitution to his victims in the amount of $3,431,152.21.

According to information presented in court, Pearson was the owner/operator of Mid South Retirement Services, LLC (“Mid South”) located in Boyce, Louisiana, from 2012 to 2021. Pearson managed Self-Directed Individual Retirement Accounts (SDIRA). An SDIRA is an IRA held by a custodian that allows investment in a wider range of assets than most conventional IRA custodians permit. Mid South served as the custodian of SDIRAs and managed approximately $40 million in assets. Pearson was also the registered agent and manager/member of an unrelated company, Gray-Walk Farms, LLC, which was registered in the State of Louisiana and located in Alexandria. Gray-Walk Farms is unrelated to Mid South and did not provide SDIRAs.

Pearson created a scheme to defraud clients where he would take funds that Mid South was holding as the custodian, and transfer them to other accounts he controlled, without the client’s permission. Pearson used intermediary accounts at financial institutions in the Western District of Louisiana and elsewhere in the name of Mid South and others to move the money out of the Mid South Funding account where client funds were held. The funds would then be moved to Gray-Walk Farm’s accounts, Pearson’s personal bank accounts, or investment accounts in his name. In total, during the scheme, Pearson transferred $3,431,152.21 in client funds from the Mid South client funding bank account to other accounts he controlled. Pearson then used the funds for himself, as well as the benefit of his family and other companies that he controlled. In order to keep the scheme from being detected, Pearson would misrepresent to clients that he was investing the funds as they had directed, when, in fact, he was taking the money. Pearson pleaded guilty on August 16, 2024, to the Bill of Information charging him with one count of wire fraud.

“Unfortunately, there were over 70 victims who fell prey to Pearson’s schemes and lies in connection with this case and many are left without their life savings and retirement as a result of his selfish actions,” said Acting U.S. Attorney Alexander C. Van Hook. “This defendant conned many people for years, but his actions have finally caught up with him. This sentence should send a message that if you commit this type of fraud, you will go to prison.”

“Mr. Pearson abused the trust of his clients for the benefit of himself and his family,” said Special Agent in Charge Lyonel Myrthil of FBI New Orleans. “The FBI will continue to work with partners like the Louisiana Office of Financial Institutions to bring justice to people who are victimized in cases like this.”

The case was investigated by the Federal Bureau of Investigation and prosecuted by Assistant United States Attorney Seth D. Reeg. The Louisiana Office of Financial Institutions was also involved in the investigation.

# # #

MIL-OSI: Financial Institutions, Inc. Announces Fourth Quarter and Full Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

WARSAW, N.Y., Jan. 30, 2025 (GLOBE NEWSWIRE) — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company,” “we” or “us”), parent company of Five Star Bank (the “Bank”) and Courier Capital, LLC (“Courier Capital”), today reported financial and operational results for the fourth quarter and year ended December 31, 2024.

These results reflect the Company’s previously disclosed balance sheet restructuring plan, which was executed in December following its successful and oversubscribed underwritten public common stock offering. As part of the restructuring, the Bank sold $653.5 million of available-for-sale (“AFS”) investment securities, which resulted in a pre-tax loss on the sale of securities of $100.2 million in the fourth quarter. The after-tax impact of the loss of approximately $75 million was entirely funded by a portion of the capital raised through the Company’s equity offering that was downstreamed to the Bank. The net proceeds from the pre-tax sale of the securities were reinvested into higher yielding, agency wrapped investment securities.

The Company reported a net loss of $65.7 million in the fourth quarter of 2024, compared to net income of $13.5 million in the third quarter of 2024 and net income of $9.8 million in the fourth quarter of 2023. After preferred dividends, net loss available to common shareholders was $66.1 million, or ($4.02) per diluted share, in the fourth quarter of 2024, compared to net income of $13.1 million, or $0.84 per diluted share, in the third quarter of 2024, and net income of $9.4 million, or $0.61 per diluted share, in the fourth quarter of 2023. The Company recorded a provision for credit losses of $6.5 million in the current quarter, compared to $3.1 million in the linked quarter and $5.3 million in the prior year quarter.

The Company reported a full year 2024 net loss of $24.5 million, compared to net income of $50.3 million in 2023. After preferred dividends, net loss available to common shareholders was $26.0 million, or ($1.66) per diluted share, for 2024 compared to net income available to common shareholders of $48.8 million, or $3.15 per diluted share, in 2023. Provision for credit losses was $6.2 million in 2024 and $13.7 million in 2023.

Fourth Quarter and Full Year 2024 Key Results:

Net interest margin was up to 2.91% for the fourth quarter, up two basis points from the linked quarter and up 13 basis points from the year-ago quarter. Full year net interest margin of 2.86% compares to 2.94% in 2023.
Net interest income of $41.6 million in the fourth quarter of 2024 increased $952 thousand, or 2.3%, and $1.7 million, or 4.4%, from the linked and year-ago quarters, respectively. Full year net interest income of $163.6 million was down $2.1 million, or 1.3%, from 2023.
Total loans were $4.48 billion at December 31, 2024, reflecting an increase of $76.2 million, or 1.7%, during the quarter and an increase of $17.1 million, or 0.4%, during the year. Commercial loans totaled $2.86 billion at December 31, 2024, reflecting an increase of $104.8 million, or 3.8%, during the quarter and an increase of $123.9 million, or 4.5%, during the year.
Total deposits were $5.10 billion at December 31, 2024, down $201.9 million, or 3.8%, from September 30, 2024, primarily due to seasonal public deposit outflows, and down $108.2 million, or 2.1%, from the prior year end, driven by a reduction in brokered deposits.
Provision for credit losses of $6.5 million in the current quarter was driven by a combination of factors, including the impact of loan growth during the period, an increase in net charge-offs relative to the linked quarter, and higher qualitative factors overall.
Allowance for credit losses on loans to total loans was 1.07% at year-end 2024, compared to 1.01% at September 30, 2024 and 1.14% one year prior.
The Company reported stable credit quality metrics, as measured by annual net charge-offs to average loans of 0.20% for both 2024 and 2023.

“Our Company navigated an incredibly dynamic 2024, rising above challenges to execute strategic initiatives that position us well not only heading into 2025, but for years to come. Our successful equity offering in the fourth quarter enabled us to undertake a balance sheet restructuring that is expected to contribute meaningfully to earnings, net interest margin, efficiency ratio, return on average assets and the quality of capital moving forward,” said President and Chief Executive Officer Martin K. Birmingham. “We believe these measures will allow us to accelerate operating performance with minimal downside risk, supporting our plans for continued organic growth.”

“While loan growth was modest in 2024, in part reflecting the intentional reduction of our consumer indirect balances that partially offset commercial growth of 4.5% during the year, we remain enthused about organic growth opportunities in our core markets, as we finished 2024 with a strong fourth quarter from a commercial loan production standpoint, and we remain keenly focused on driving credit-disciplined loan growth to ensure the continued strength and stability of our asset quality metrics.”

Chief Financial Officer and Treasurer W. Jack Plants II added, “As a result of our strategic actions through the course of the year, from the sale of our insurance subsidiary in April, to our successful and oversubscribed equity offering in December, our regulatory and tangible capital positions improved meaningfully and core operations have strong momentum to start 2025. We reported a common equity tier 1 ratio of 10.88%, up 145 basis points, and a tangible common equity ratio of 8.40%, up 240 basis points, both from year-end 2023. The upsizing of our equity offering provides us ample dry powder that we are committed to deploying thoughtfully, in a way that supports our long-term value creation objectives.”

Capital Raise and Subsequent Balance Sheet Restructuring

As previously disclosed, the Company completed an underwritten common stock offering on December 13, 2024. Through the public offering, the Company sold 4,600,000 shares of common stock, 600,000 shares of which were sold pursuant to the exercise of the underwriters’ overallotment option. Net proceeds from the capital raise were approximately $108.5 million.

As expected, a portion of the proceeds was used to fund losses associated with a strategic investment securities restructuring. In late December, the Company completed its previously disclosed balance sheet restructuring plan, through which the Bank sold $653.5 million of AFS securities with a weighted average book yield of 1.74% for a pre-tax loss of $100.2 million. The after-tax impact of the loss was approximately $75 million. The Bank utilized net proceeds from the sale of securities to purchase higher-yielding agency wrapped investment securities with a face value of $566.2 million and a weighted average book yield of 5.16%, coupled with an additional $76.4 million of agency wrapped securities with a weighted average yield of 5.45%. Following the transactions, the AFS portfolio has an average duration of approximately 6.2 years and a tax equivalent yield of 4.25%. The cumulative tangible book value earnback from the restructuring is expected to be approximately 3.75 years.

Net Interest Income and Net Interest Margin

Net interest income was $41.6 million for the fourth quarter of 2024, an increase of $1.0 million from the third quarter of 2024 and an increase of $1.7 million from the fourth quarter of 2023.

Average interest-earning assets for the current quarter were $5.72 billion, an increase of $104.1 million from the third quarter of 2024 due to a $72.1 million increase in the average balance of Federal Reserve interest-earning cash, a $19.2 million increase in average loans and a $12.8 million increase in the average balance of investment securities. Average interest-earning assets for the current quarter were $10.9 million lower than the fourth quarter of 2023 due to a $39.9 million decrease in the average balance of investment securities, partially offset by a $19.0 million increase in the average balance of Federal Reserve interest-earning cash and a $10.0 million increase in average loans.

Average interest-bearing liabilities for the current quarter were $4.48 billion, an increase of $76.0 million from the third quarter of 2024, primarily due to a $65.8 million increase in average interest-bearing demand deposits, a $53.4 million increase in average savings and money market deposits, and a $29.3 million increase in average time deposits, partially offset by a $72.6 million decrease in average short-term borrowings. Average interest-bearing liabilities for the fourth quarter of 2024 were $18.3 million lower than the year-ago quarter, due to a $56.5 million decrease in average savings and money market deposits, a $27.8 million decrease in average borrowings, and a $23.3 million decrease in average interest-bearing demand deposits, partially offset by a $89.2 million increase in average time deposits.

Net interest margin was 2.91% in the current quarter as compared to 2.89% in the third quarter of 2024 and 2.78% in the fourth quarter of 2023. The linked quarter expansion was primarily due to a reduction in funding costs that outpaced a reduction in the average yield on interest-earning assets, reflecting the Federal Reserve interest rate cuts in the latter part of 2024 and the repricing of both loans and deposits, along with a reduction in both the average balance and average rate on short-term borrowings. Expansion from the prior year quarter was due to an increase in the average yield on interest-earning assets, as the overall cost of funds remained flat.

Net interest income was $163.6 million for the full year 2024, down $2.1 million from 2023. Net interest margin was 2.86% for the full year 2024, compared to 2.94% for 2023.

Noninterest (Loss) Income

The Company reported a loss for noninterest income of $91.0 million for the fourth quarter of 2024, compared to noninterest income of $9.4 million in the third quarter of 2024 and $15.4 million in the fourth quarter of 2023.

A net loss on investment securities of $100.1 million was recognized in the fourth quarter of 2024 compared to a net loss of $3.6 million in the fourth quarter of 2023, due to previously disclosed securities portfolio restructurings in both periods.
Investment advisory income of $2.6 million was $242 thousand lower than the third quarter of 2024 and $114 thousand lower than the fourth quarter of 2023.
Given the previously disclosed insurance subsidiary asset sale on April 1, 2024, the Company recorded insurance income of $3 thousand in both the current and linked quarters, and $1.6 million in the year-ago quarter.
Income from company owned life insurance of $1.4 million was flat with the third quarter of 2024 and $7.7 million lower than the fourth quarter of 2023, due to a normalized crediting rate associated with the separate account policies purchased in the fourth quarter of 2023.
Income from investments in limited partnerships of $837 thousand was $437 thousand higher than the third quarter of 2024 and $165 thousand higher than the fourth quarter of 2023. The Company has made several investments in limited partnerships, primarily small business investment companies, and accounts for these investments under the equity method. Income from these investments fluctuates based on the maturity and performance of the underlying investments.

The Company recorded a loss for noninterest income of $46.7 million for the full year 2024, compared to income of $48.2 million in 2023.

A net loss on investment securities of $100.1 million was recognized in 2024, compared to a net loss of $3.6 million in 2023, due to the previously disclosed securities portfolio restructurings in both years.
The Company’s sale of the assets of its insurance subsidiary generated a $13.7 million gain in 2024. The $4.6 million decline in insurance income year-over-year was also attributable to the transaction.
Income from company owned life insurance of $5.5 million was $6.6 million lower than in 2023 due to a normalized crediting rate associated with the separate account policies purchased in the fourth quarter of 2023.

Noninterest Expense

Noninterest expense was $36.4 million in the fourth quarter of 2024, compared to $32.5 million in the third quarter of 2024 and $35.0 million in the fourth quarter of 2023, with the increases over both the linked and prior year periods primarily driven by nonrecurring expenses.

Salaries and employee benefits expense of $17.2 million was $1.3 million higher than the third quarter of 2024 and $683 thousand lower than the fourth quarter of 2023. The increase from the linked quarter was primarily due to a $1.3 million nonrecurring settlement accounting adjustment in the Company’s pension plan. The year-over-year decrease was primarily due to the timing of the insurance subsidiary asset sale and the Company’s previously disclosed fourth quarter 2023 organizational changes.
Computer and data processing expense of $6.6 million was $1.3 million higher than the third quarter of 2024 and $1.0 million higher than the fourth quarter of 2023, due to nonrecurring project related expenses.
FDIC assessments expense of $1.6 million was $459 thousand higher than the linked quarter and $235 thousand higher than the year-ago quarter, primarily due to an increase in the FDIC assessment rate due to the securities loss recognized in the fourth quarter of 2024.
Other expense of $4.2 million was up $837 thousand and $519 thousand from the linked and year-ago quarters, respectively. The increases from both the linked and year-ago periods were due in part to New York State capital base tax, while the timing of charitable contributions also contributed to the linked quarter variance.

Noninterest expense was $155.9 million for the full year 2024, $18.7 million higher than 2023, driven by the Company’s previously disclosed deposit-related fraud event.

Salaries and employee benefits expense of $66.1 million decreased $5.8 million from the prior year, reflective of both the timing of the insurance subsidiary asset sale and previously disclosed fourth quarter 2023 organizational changes.
Computer and data processing expense of $22.7 million was $2.6 million higher than 2023, primarily due to the Company’s investments in data efficiency and marketing technology.
Professional services expense of $7.7 million was $2.4 million higher than 2023, primarily attributable to legal expenses associated with the Company’s previously disclosed fraud event.
Deposit-related charged off items totaled $20.3 million in 2024, up $19.1 million from the prior year, as a result of the previously disclosed fraud matter.
Other expense of $15.3 million was up $1.0 million from 2023, primarily due to the previously mentioned New York State capital base tax.

Income Taxes

Income tax benefit was $26.6 million for the fourth quarter of 2024, reflective of the net loss reported for the period, compared to expense of $1.1 million in the third quarter of 2024, and expense of $5.2 million in the fourth quarter of 2023. During the fourth quarter of 2023, the Company incurred additional taxes of approximately $5.4 million associated with the capital gains of the previously mentioned company owned life insurance surrender coupled with a 10% modified endowment contract penalty that is typical of general account surrenders. The Company also recognized federal and state tax benefits related to tax credit investments placed in service and/or amortized during the fourth quarter of 2024, third quarter of 2024, and fourth quarter of 2023, resulting in income tax expense reductions of $1.2 million, $1.3 million, and $901 thousand, respectively.

The effective tax rate was -28.8% for the fourth quarter of 2024, 7.4% for the third quarter of 2024, and 34.5% for the fourth quarter of 2023. The effective tax rate fluctuates on a quarterly basis primarily due to the level of pre-tax (loss) earnings and may differ from statutory rates because of interest income from tax-exempt securities, earnings on company owned life insurance and the impact of tax credit investments. The effective tax rate for full year 2024 was -45.7%, reflecting the impact of the previously mentioned securities transaction loss, compared to 20.3% in 2023.

Balance Sheet and Capital Management

Total assets were $6.11 billion at December 31, 2024, down $45.1 million from September 30, 2024, and down $49.7 million from December 31, 2023.

Investment securities were $1.03 billion at December 31, 2024, up $19.0 million from September 30, 2024, and down $8.8 million from December 31, 2023.

Total loans were $4.48 billion at December 31, 2024, an increase of $76.2 million, or 1.7%, from September 30, 2024, and an increase of $17.1 million, or 0.4%, from December 31, 2023.

Commercial business loans totaled $665.3 million, up $10.8 million, or 1.7%, from September 30, 2024, and down $70.4 million, or 9.6%, from December 31, 2023.
Commercial mortgage loans totaled $2.20 billion, up $94.0 million, or 4.5%, from September 30, 2024, and up $194.3 million, or 9.7%, from December 31, 2023.
Residential real estate loans totaled $650.2 million, up $2.0 million, or 0.3%, from September 30, 2024, and up $384 thousand, or 0.1%, from December 31, 2023.
Consumer indirect loans totaled $845.8 million, down $28.9 million, or 3.3%, from September 30, 2024, and down $103.1 million, or 10.9%, from December 31, 2023.

Total deposits were $5.10 billion at December 31, 2024, down $201.9 million, or 3.8%, from September 30, 2024, and down $108.2 million, or 2.1%, from December 31, 2023. The decrease from September 30, 2024 was primarily the result of a reduction in brokered deposits between periods as well as seasonal outflows of public and reciprocal deposits. The decrease from December 31, 2023 was driven by a reduction in brokered deposits. Public deposit balances represented 21% of total deposits at December 31, 2024, 22% at September 30, 2024 and 20% at December 31, 2023.

Short-term borrowings were $99.0 million at December 31, 2024, compared to $55.0 million at September 30, 2024 and $185.0 million at December 31, 2023. Short-term borrowings and brokered deposits have historically been utilized to manage the seasonality of public deposits.

Shareholders’ equity was $586.1 million at December 31, 2024, compared to $500.3 million at September 30, 2024, and $454.8 million at December 31, 2023. Both the linked quarter and year-over-year increases were primarily driven by additional paid-in-capital resulting from the common stock capital raise executed in the fourth quarter of 2024 and decreases in accumulated other comprehensive loss between periods following the investment securities restructuring.

Common book value per share was $28.33 at December 31, 2024, a decrease of $2.89, or 9.3%, from $31.22 at September 30, 2024, and a decrease of $0.07, or 0.2%, from $28.40 at December 31, 2023. Tangible common book value per share⁽¹⁾ was $25.31 at December 31, 2024, a decrease of $1.97, or 7.2%, from $27.28 at September 30, 2024, and an increase of $1.62, or 6.8%, from $23.69 at December 31, 2023. Per share data variances were attributable to the higher number of shares outstanding at year-end 2024 as a result of the equity offering. The common equity to assets ratio was 9.31% at December 31, 2024, compared to 7.85% at September 30, 2024, and 7.10% at December 31, 2023. Tangible common equity to tangible assets⁽¹⁾, or the TCE ratio, was 8.40%, 6.93% and 6.00% at December 31, 2024, September 30, 2024, and December 31, 2023, respectively. The increases in both ratios from the comparable dates were attributable to the aforementioned additional capital and the decrease in accumulated other comprehensive loss.

During the fourth quarter of 2024, the Company declared a common stock dividend of $0.30 per common share, consistent with the linked and prior year quarters.

The Company’s regulatory capital ratios at December 31, 2024 improved in comparison to the prior quarter and prior year due in part to the fourth quarter capital raise. All ratios continued to exceed all regulatory capital requirements to be considered well capitalized.

Leverage Ratio was 9.43% compared to 8.98% and 8.18% at September 30, 2024, and December 31, 2023, respectively.
Common Equity Tier 1 Capital Ratio was 10.88% compared to 10.28% and 9.43% at September 30, 2024, and December 31, 2023, respectively.
Tier 1 Capital Ratio was 11.21% compared to 10.62% and 9.76% at September 30, 2024, and December 31, 2023, respectively.
Total Risk-Based Capital Ratio was 13.60% compared to 12.95% and 12.13% at September 30, 2024, and December 31, 2023, respectively.

Credit Quality

Non-performing loans were $41.4 million, or 0.92% of total loans, at December 31, 2024, as compared to $40.7 million, or 0.93% of total loans, at September 30, 2024, and $26.7 million, or 0.60% of total loans, at December 31, 2023. The increase in non-performing loans from December 31, 2023 was primarily driven by one commercial loan relationship that was placed on nonaccrual during the third quarter of 2024. Net charge-offs were $2.8 million, representing 0.25% of average loans on an annualized basis, for the current quarter, as compared to net charge-offs of $1.7 million, or an annualized 0.15% of average loans, in the third quarter of 2024 and net charge-offs of $4.2 million, or an annualized 0.38%, in the fourth quarter of 2023.

At December 31, 2024, the allowance for credit losses on loans to total loans ratio was 1.07%, compared to 1.01% at September 30, 2024 and 1.14% at December 31, 2023.

Provision for credit losses was $6.5 million in the current quarter, compared to $3.1 million in the linked quarter and $5.3 million in the prior year quarter. Provision for credit losses on loans was $6.1 million in the current quarter, compared to $2.4 million in the third quarter of 2024 and $5.7 million in the fourth quarter of 2023. The allowance for unfunded commitments, also included in provision for credit losses as required by the current expected credit loss standard (“CECL”), totaled a provision of $321 thousand in the fourth quarter of 2024, a provision of $713 thousand in the third quarter of 2024, and a credit of $403 thousand in the fourth quarter of 2023. The provision for credit losses for the fourth quarter of 2024 was driven by a combination of factors, including the impact of loan growth during the quarter, an increase in net charge-offs as compared to the third quarter, and higher qualitative factors overall.

The Company has remained strategically focused on the importance of credit discipline, allocating resources to credit and risk management functions as the loan portfolio has grown. The ratio of allowance for credit losses on loans to non-performing loans was 116% at December 31, 2024, 110% at September 30, 2024, and 192% at December 31, 2023, with the year-over-year decrease reflective of the higher level of nonperforming loans reported at year-end.

Subsequent Events

The Company is required, under generally accepted accounting principles, to evaluate subsequent events through the filing of its consolidated financial statements for the year ended December 31, 2024, in its Annual Report on Form 10-K. As a result, the Company will continue to evaluate the impact of any subsequent events on critical accounting assumptions and estimates made as of December 31, 2024, and will adjust amounts preliminarily reported, if necessary.

Conference Call

The Company will host an earnings conference call and audio webcast on January 31, 2025 at 8:30 a.m. Eastern Time. The call will be hosted by Martin K. Birmingham, President and Chief Executive Officer, and W. Jack Plants II, Chief Financial Officer and Treasurer. The live webcast will be available in listen-only mode on the Company’s website at www.FISI-investors.com. Within the United States, listeners may also access the call by dialing 1-833-470-1428 and providing the access code 393817. The webcast replay will be available on the Company’s website for at least 30 days.

About Financial Institutions, Inc.

Financial Institutions, Inc. (NASDAQ: FISI) is a financial holding company with approximately $6.1 billion in assets offering banking and wealth management products and services. Its Five Star Bank subsidiary provides consumer and commercial banking and lending services to individuals, municipalities and businesses through banking locations spanning Western and Central New York and a commercial loan production office serving the Mid-Atlantic region. Courier Capital, LLC offers customized investment management, consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans. Learn more at Five-StarBank.com and FISI-Investors.com.

Non-GAAP Financial Information

In addition to results presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release contains certain non-GAAP financial measures. A reconciliation of these non-GAAP measures to GAAP measures is included in Appendix A to this document.

The Company believes that providing certain non-GAAP financial measures provides investors with information useful in understanding our financial performance, performance trends and financial position. Our management uses these measures for internal planning and forecasting purposes and we believe that our presentation and discussion, together with the accompanying reconciliations, allows investors, security analysts and other interested parties to view our performance and the factors and trends affecting our business in a manner similar to management. These non-GAAP measures should not be considered a substitute for GAAP measures, and we strongly encourage investors to review our consolidated financial statements in their entirety and not to rely on any single financial measure to evaluate the Company. Non-GAAP financial measures have inherent limitations, are not uniformly applied and are not audited. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names.

Safe Harbor Statement

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

⁽¹⁾ See Appendix A — Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure.

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


FINANCIAL INSTITUTIONS, INC. Selected Financial Information (Unaudited) (Amounts in thousands, except per share amounts)
	2024												2023
SELECTED BALANCE SHEET DATA:	December 31,			September 30,			June 30,			March 31,			December 31,
Cash and cash equivalents	$	87,321		$	249,569		$	146,347		$	237,038		$	124,442
Investment securities:
Available for sale		911,105			886,816			871,635			923,761			887,730
Held-to-maturity, net		116,001			121,279			128,271			143,714			148,156
Total investment securities		1,027,106			1,008,095			999,906			1,067,475			1,035,886
Loans held for sale		2,280			2,495			2,099			504			1,370
Loans:
Commercial business		665,321			654,519			713,947			707,564			735,700
Commercial mortgage–construction		582,619			533,506			518,013			528,694			493,003
Commercial mortgage–multifamily		470,954			467,527			463,171			453,027			452,155
Commercial mortgage–non-owner occupied		857,987			814,392			814,953			798,637			788,515
Commercial mortgage–owner occupied		288,036			290,216			289,733			264,698			271,646
Residential real estate loans		650,206			648,241			647,675			648,160			649,822
Residential real estate lines		75,552			76,203			75,510			75,668			77,367
Consumer indirect		845,772			874,651			894,596			920,428			948,831
Other consumer		42,757			43,734			43,870			45,170			45,100
Total loans		4,479,204			4,402,989			4,461,468			4,442,046			4,462,139
Allowance for credit losses–loans		48,041			44,678			43,952			43,075			51,082
Total loans, net		4,431,163			4,358,311			4,417,516			4,398,971			4,411,057
Total interest-earning assets		5,602,570			5,666,972			5,709,148			5,857,616			5,702,904
Goodwill and other intangible assets, net		60,758			60,867			60,979			72,287			72,504
Total assets		6,111,187			6,156,317			6,131,772			6,298,598			6,160,881
Deposits:
Noninterest-bearing demand		950,351			978,660			939,346			972,801			1,010,614
Interest-bearing demand		705,195			793,996			711,580			798,831			713,158
Savings and money market		1,904,013			2,027,181			2,007,256			2,064,539			2,084,444
Time deposits		1,545,172			1,506,764			1,475,139			1,560,586			1,404,696
Total deposits		5,104,731			5,306,601			5,133,321			5,396,757			5,212,912
Short-term borrowings		99,000			55,000			202,000			133,000			185,000
Long-term borrowings, net		124,842			124,765			124,687			124,610			124,532
Total interest-bearing liabilities		4,405,912			4,507,706			4,520,662			4,681,566			4,511,830
Shareholders’ equity		586,108			500,342			467,667			445,734			454,796
Common shareholders’ equity		568,823			483,050			450,375			428,442			437,504
Tangible common equity ⁽¹⁾		508,065			422,183			389,396			356,155			365,000
Accumulated other comprehensive loss	$	(52,604	)	$	(102,029	)	$	(125,774	)	$	(126,264	)	$	(119,941	)

Common shares outstanding		20,077			15,474			15,472			15,447			15,407
Treasury shares		623			625			627			653			692
CAPITAL RATIOS AND PER SHARE DATA:
Leverage ratio		9.43	%		8.98	%		8.61	%		8.03	%		8.18	%
Common equity Tier 1 capital ratio		10.88	%		10.28	%		10.03	%		9.43	%		9.43	%
Tier 1 capital ratio		11.21	%		10.62	%		10.36	%		9.76	%		9.76	%
Total risk-based capital ratio		13.60	%		12.95	%		12.65	%		12.04	%		12.13	%
Common equity to assets		9.31	%		7.85	%		7.34	%		6.80	%		7.10	%
Tangible common equity to tangible assets ⁽¹⁾		8.40	%		6.93	%		6.41	%		5.72	%		6.00	%

Common book value per share	$	28.33		$	31.22		$	29.11		$	27.74		$	28.40
Tangible common book value per share ⁽¹⁾	$	25.31		$	27.28		$	25.17		$	23.06		$	23.69

^1. See Appendix A — Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure.


FINANCIAL INSTITUTIONS, INC. Selected Financial Information (Unaudited) (Amounts in thousands, except per share amounts)
	Year Ended						2024												2023
	December 31,						Fourth			Third			Second			First			Fourth
SELECTED INCOME STATEMENT DATA:	2024			2023			Quarter			Quarter			Quarter			Quarter			Quarter
Interest income	$	313,231		$	286,133		$	78,119		$	77,911		$	78,788		$	78,413		$	76,547
Interest expense		149,642			120,418			36,486			37,230			37,595			38,331			36,661
Net interest income		163,589			165,715			41,633			40,681			41,193			40,082			39,886
Provision (benefit) for credit losses		6,150			13,681			6,461			3,104			2,041			(5,456	)		5,271
Net interest income after provision (benefit) for credit losses		157,439			152,034			35,172			37,577			39,152			45,538			34,615
Noninterest (loss) income:
Service charges on deposits		4,233			4,625			1,074			1,103			979			1,077			1,168
Insurance income		2,144			6,708			3			3			4			2,134			1,615
Card interchange income		7,855			8,220			2,045			1,900			2,008			1,902			2,080
Investment advisory		10,713			10,955			2,555			2,797			2,779			2,582			2,669
Company owned life insurance		5,487			12,106			1,425			1,404			1,360			1,298			9,132
Investments in limited partnerships		2,382			1,783			837			400			803			342			672
Loan servicing		716			479			295			88			158			175			84
Income (loss) from derivative instruments, net		726			1,350			(37	)		212			377			174			(68	)
Net gain on sale of loans held for sale		618			566			186			220			124			88			217
Net loss on investment securities		(100,055	)		(3,576	)		(100,055	)		–			–			–			(3,576	)
Net gain (loss) on other assets		13,614			(6	)		(19	)		138			13,508			(13	)		(37	)
Net (loss) gain on tax credit investments		(775	)		(252	)		(636	)		(170	)		406			(375	)		(207	)
Other		5,661			5,286			1,291			1,345			1,508			1,517			1,619
Total noninterest (loss) income		(46,681	)		48,244			(91,036	)		9,440			24,014			10,901			15,368
Noninterest expense:
Salaries and employee benefits		66,126			71,889			17,159			15,879			15,748			17,340			17,842
Occupancy and equipment		14,361			14,798			3,791			3,370			3,448			3,752			3,739
Professional services		7,702			5,259			1,571			1,965			1,794			2,372			1,415
Computer and data processing		22,689			20,110			6,608			5,353			5,342			5,386			5,562
Supplies and postage		1,935			1,873			504			519			437			475			455
FDIC assessments		5,284			4,902			1,551			1,092			1,346			1,295			1,316
Advertising and promotions		1,573			1,926			465			371			440			297			370
Amortization of intangibles		552			910			109			112			114			217			221
Deposit-related charged-off items		20,341			1,201			354			410			398			19,179			223
Restructuring charges		35			114			35			–			–			–			188
Other		15,286			14,243			4,235			3,398			3,953			3,700			3,716
Total noninterest expense		155,884			137,225			36,382			32,469			33,020			54,013			35,047
(Loss) income before income taxes		(45,126	)		63,053			(92,246	)		14,548			30,146			2,426			14,936
Income tax (benefit) expense		(20,604	)		12,789			(26,559	)		1,082			4,517			356			5,156
Net (loss) income		(24,522	)		50,264			(65,687	)		13,466			25,629			2,070			9,780
Preferred stock dividends		1,459			1,459			365			365			364			365			365
Net (loss) income available to common shareholders	$	(25,981	)	$	48,805		$	(66,052	)	$	13,101		$	25,265		$	1,705		$	9,415
FINANCIAL RATIOS:
Earnings (loss) per share–basic	$	(1.66	)	$	3.17		$	(4.02	)	$	0.85		$	1.64		$	0.11		$	0.61
Earnings (loss) per share–diluted	$	(1.66	)	$	3.15		$	(4.02	)	$	0.84		$	1.62		$	0.11		$	0.61
Cash dividends declared on common stock	$	1.20		$	1.20		$	0.30		$	0.30		$	0.30		$	0.30		$	0.30
Common dividend payout ratio		-72.29	%		37.85	%		-7.46	%		35.29	%		18.29	%		272.73	%		49.18	%
Dividend yield (annualized)		4.40	%		5.63	%		4.37	%		4.69	%		6.25	%		6.41	%		5.59	%
Return on average assets (annualized)		-0.40	%		0.83	%		-4.27	%		0.89	%		1.68	%		0.13	%		0.63	%
Return on average equity (annualized)		-5.15	%		11.86	%		-50.51	%		11.08	%		22.93	%		1.83	%		9.28	%
Return on average common equity (annualized)		-5.66	%		12.01	%		-52.54	%		11.18	%		23.51	%		1.57	%		9.31	%
Return on average tangible common equity (annualized) ⁽¹⁾		-6.58	%		14.64	%		-59.82	%		12.87	%		27.51	%		1.88	%		11.37	%
Efficiency ratio ⁽²⁾		71.75	%		62.96	%		71.74	%		64.70	%		50.58	%		105.77	%		59.48	%
Effective tax rate		-45.7	%		20.3	%		-28.8	%		7.4	%		15.0	%		18.7	%		34.5	%

^1. See Appendix A – Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure. ^2. The efficiency ratio is calculated by dividing noninterest expense by net revenue, i.e., the sum of net interest income (fully taxable equivalent) and noninterest income before net gains on investment securities. This is a banking industry measure not required by GAAP.


FINANCIAL INSTITUTIONS, INC. Selected Financial Information (Unaudited) (Amounts in thousands)
	Year Ended						2024												2023
	December 31,						Fourth			Third			Second			First			Fourth
SELECTED AVERAGE BALANCES:	2024			2023			Quarter			Quarter			Quarter			Quarter			Quarter
Federal funds sold and interest-earning deposits	$	115,635		$	80,415		$	121,530		$	49,476		$	134,123		$	158,075		$	102,487
Investment securities ⁽¹⁾		1,171,083			1,249,928			1,159,863			1,147,052			1,194,808			1,182,993			1,199,766
Loans:
Commercial business		689,585			698,861			658,038			673,830			704,272			722,720			702,222
Commercial mortgage–construction		509,461			364,967			558,200			513,768			495,177			470,115			438,768
Commercial mortgage–multifamily		465,244			461,954			458,691			467,801			466,501			468,028			467,226
Commercial mortgage–non-owner occupied		837,495			837,860			843,034			826,275			837,209			843,526			840,226
Commercial mortgage–owner occupied		270,646			243,574			288,502			285,061			260,495			248,172			249,013
Residential real estate loans		648,604			612,767			649,549			647,844			648,099			648,921			640,955
Residential real estate lines		75,951			76,350			76,164			75,671			75,575			76,396			76,741
Consumer indirect		894,720			997,538			858,854			881,133			905,056			934,380			965,571
Other consumer		45,790			28,741			43,333			43,789			44,552			51,535			43,664
Total loans		4,437,496			4,322,612			4,434,365			4,415,172			4,436,936			4,463,793			4,424,386
Total interest-earning assets		5,724,214			5,652,955			5,715,758			5,611,700			5,765,867			5,804,861			5,726,639
Goodwill and other intangible assets, net		64,247			72,965			60,824			60,936			62,893			72,409			72,628
Total assets		6,129,414			6,025,383			6,121,385			6,018,390			6,153,429			6,225,760			6,127,190
Interest-bearing liabilities:
Interest-bearing demand		734,731			818,541			757,221			691,412			741,006			749,512			780,546
Savings and money market		2,012,215			1,781,776			1,992,360			1,938,935			2,036,772			2,081,815			2,048,822
Time deposits		1,511,507			1,477,596			1,545,071			1,515,745			1,505,665			1,479,133			1,455,867
Short-term borrowings		126,192			186,910			56,513			129,130			140,110			179,747			84,587
Long-term borrowings, net		124,679			121,903			124,795			124,717			124,640			124,562			124,484
Total interest-bearing liabilities		4,509,324			4,386,726			4,475,960			4,399,939			4,548,193			4,614,769			4,494,306
Noninterest-bearing demand deposits		953,341			1,030,648			947,127			952,970			950,819			962,522			1,006,465
Total deposits		5,211,794			5,108,561			5,241,779			5,099,062			5,234,262			5,272,982			5,291,700
Total liabilities		5,652,983			5,601,697			5,603,999			5,535,112			5,703,929			5,770,725			5,708,861
Shareholders’ equity		476,431			423,686			517,386			483,278			449,500			455,035			418,329
Common equity		459,139			406,394			500,096			465,986			432,208			437,743			401,037
Tangible common equity ⁽²⁾		394,892			333,429			439,272			405,050			369,315			365,334			328,409
Common shares outstanding:
Basic		15,683			15,376			16,415			15,464			15,444			15,403			15,393
Diluted		15,683			15,475			16,415			15,636			15,556			15,543			15,511
SELECTED AVERAGE YIELDS: (Tax equivalent basis)
Investment securities ⁽³⁾		2.20	%		1.92	%		2.38	%		2.14	%		2.17	%		2.09	%		2.03	%
Loans		6.36	%		5.98	%		6.28	%		6.42	%		6.40	%		6.33	%		6.21	%
Total interest-earning assets		5.48	%		5.07	%		5.45	%		5.53	%		5.50	%		5.43	%		5.32	%
Interest-bearing demand		1.18	%		0.87	%		1.34	%		1.05	%		1.18	%		1.11	%		1.26	%
Savings and money market		3.03	%		2.32	%		2.94	%		3.07	%		3.01	%		3.08	%		3.01	%
Time deposits		4.66	%		3.98	%		4.53	%		4.72	%		4.72	%		4.68	%		4.57	%
Short-term borrowings		2.67	%		3.69	%		0.15	%		2.64	%		2.75	%		3.42	%		1.38	%
Long-term borrowings, net		5.03	%		5.06	%		5.03	%		5.03	%		5.02	%		5.02	%		5.05	%
Total interest-bearing liabilities		3.32	%		2.75	%		3.24	%		3.37	%		3.32	%		3.34	%		3.24	%
Net interest rate spread		2.16	%		2.32	%		2.21	%		2.16	%		2.18	%		2.09	%		2.08	%
Net interest margin		2.86	%		2.94	%		2.91	%		2.89	%		2.87	%		2.78	%		2.78	%

^1. Includes investment securities at adjusted amortized cost. ^2. See Appendix A – Reconciliation to Non-GAAP Financial Measures for the computation of this non-GAAP financial measure. ^3. The interest on tax-exempt securities is calculated on a tax-equivalent basis assuming a Federal income tax rate of 21%.


FINANCIAL INSTITUTIONS, INC. Selected Financial Information (Unaudited) (Amounts in thousands)
	Year Ended						2024												2023
	December 31,						Fourth			Third			Second			First			Fourth
ASSET QUALITY DATA:	2024			2023			Quarter			Quarter			Quarter			Quarter			Quarter
Allowance for Credit Losses – Loans
Beginning balance	$	51,082		$	45,413		$	44,678		$	43,952		$	43,075		$	51,082		$	49,630
Net loan charge-offs (recoveries):
Commercial business		98			(109	)		131			(3	)		7			(37	)		(50	)
Commercial mortgage–construction		–			980			–			–			–			–			980
Commercial mortgage–multifamily		12			–			–			13			–			–			–
Commercial mortgage–non-owner occupied		(8	)		(875	)		(5	)		(1	)		(1	)		(1	)		13
Commercial mortgage–owner occupied		(4	)		(70	)		(1	)		(2	)		(2	)		–			–
Residential real estate loans		95			89			(4	)		(1	)		96			4			22
Residential real estate lines		–			41			–			–			–			–			–
Consumer indirect		7,927			7,595			2,557			1,553			844			2,973			3,174
Other consumer		566			893			100			106			178			182			82
Total net charge-offs (recoveries)		8,686			8,544			2,778			1,665			1,122			3,121			4,221
Provision for credit losses – loans		5,645			14,213			6,141			2,391			1,999			(4,886	)		5,673
Ending balance	$	48,041		$	51,082		$	48,041		$	44,678		$	43,952		$	43,075		$	51,082

Net charge-offs (recoveries) to average loans (annualized):
Commercial business		0.01	%		-0.02	%		0.80	%		0.00	%		0.00	%		-0.02	%		-0.03	%
Commercial mortgage–construction		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.20	%
Commercial mortgage–multifamily		0.00	%		0.00	%		0.00	%		0.01	%		0.00	%		0.00	%		0.00	%
Commercial mortgage–non-owner occupied		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Commercial mortgage–owner occupied		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Residential real estate loans		0.01	%		0.01	%		0.00	%		0.00	%		0.06	%		0.00	%		0.01	%
Residential real estate lines		0.00	%		0.05	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Consumer indirect		0.89	%		0.76	%		1.18	%		0.70	%		0.38	%		1.28	%		1.30	%
Other consumer		1.23	%		3.11	%		0.91	%		0.95	%		1.62	%		1.41	%		0.75	%
Total loans		0.20	%		0.20	%		0.25	%		0.15	%		0.10	%		0.28	%		0.38	%

Supplemental information ⁽¹⁾
Non-performing loans:
Commercial business	$	5,609		$	5,664		$	5,609		$	5,752		$	5,680		$	5,956		$	5,664
Commercial mortgage–construction		20,280			5,320			20,280			20,280			4,970			5,320			5,320
Commercial mortgage–multifamily		–			189			–			71			183			185			189
Commercial mortgage–non-owner occupied		4,773			4,651			4,773			4,903			4,919			4,929			4,651
Commercial mortgage–owner occupied		354			403			354			366			380			392			403
Residential real estate loans		6,918			6,364			6,918			5,790			5,961			6,797			6,364
Residential real estate lines		253			221			253			232			183			235			221
Consumer indirect		3,157			3,814			3,157			3,291			2,897			2,880			3,814
Other consumer		62			34			62			57			36			36			34
Total non-performing loans		41,406			26,660			41,406			40,742			25,209			26,730			26,660
Foreclosed assets		60			142			60			109			63			140			142
Total non-performing assets	$	41,466		$	26,802		$	41,466		$	40,851		$	25,272		$	26,870		$	26,802

Total non-performing loans to total loans		0.92	%		0.60	%		0.92	%		0.93	%		0.57	%		0.60	%		0.60	%
Total non-performing assets to total assets		0.68	%		0.44	%		0.68	%		0.66	%		0.41	%		0.43	%		0.44	%
Allowance for credit losses–loans to total loans		1.07	%		1.14	%		1.07	%		1.01	%		0.99	%		0.97	%		1.14	%
Allowance for credit losses–loans to non-performing loans		116	%		192	%		116	%		110	%		174	%		161	%		192	%

^1. At period end.


FINANCIAL INSTITUTIONS, INC. Appendix A — Reconciliation to Non-GAAP Financial Measures (Unaudited) (In thousands, except per share amounts)
	Year Ended						2024												2023
	December 31,						Fourth			Third			Second			First			Fourth
	2024			2023			Quarter			Quarter			Quarter			Quarter			Quarter
Ending tangible assets:
Total assets							$	6,111,187		$	6,156,317		$	6,131,772		$	6,298,598		$	6,160,881
Less: Goodwill and other intangible assets, net								60,758			60,867			60,979			72,287			72,504
Tangible assets							$	6,050,429		$	6,095,450		$	6,070,793		$	6,226,311		$	6,088,377

Ending tangible common equity:
Common shareholders’ equity							$	568,823		$	483,050		$	450,375		$	428,442		$	437,504
Less: Goodwill and other intangible assets, net								60,758			60,867			60,979			72,287			72,504
Tangible common equity							$	508,065		$	422,183		$	389,396		$	356,155		$	365,000

Tangible common equity to tangible assets ⁽¹⁾								8.40	%		6.93	%		6.41	%		5.72	%		6.00	%

Common shares outstanding								20,077			15,474			15,472			15,447			15,407
Tangible common book value per share ⁽²⁾							$	25.31		$	27.28		$	25.17		$	23.06		$	23.69

Average tangible assets:
Average assets	$	6,129,414		$	6,025,383		$	6,121,385		$	6,018,390		$	6,153,429		$	6,225,760		$	6,127,190
Less: Average goodwill and other intangible assets, net		64,247			72,965			60,824			60,936			62,893			72,409			72,628
Average tangible assets	$	6,065,167		$	5,952,418		$	6,060,561		$	5,957,454		$	6,090,536		$	6,153,351		$	6,054,562

Average tangible common equity:
Average common equity	$	459,139		$	406,394		$	500,096		$	465,986		$	432,208		$	437,743		$	401,037
Less: Average goodwill and other intangible assets, net		64,247			72,965			60,824			60,936			62,893			72,409			72,628
Average tangible common equity	$	394,892		$	333,429		$	439,272		$	405,050		$	369,315		$	365,334		$	328,409

Net (loss) income available to common shareholders	$	(25,981	)	$	48,805		$	(66,052	)	$	13,101		$	25,265		$	1,705		$	9,415
Return on average tangible common equity ⁽³⁾		-6.58	%		14.64	%		-59.82	%		12.87	%		27.51	%		1.88	%		11.37	%

^1. Tangible common equity divided by tangible assets. ^2. Tangible common equity divided by common shares outstanding. ^3. Net income available to common shareholders (annualized) divided by average tangible common equity.

MIL-OSI: Employers Holdings, Inc. Schedules Fourth Quarter and Full-Year 2024 Earnings Release and Conference Call

Source: GlobeNewswire (MIL-OSI)

RENO, Nev., Jan. 30, 2025 (GLOBE NEWSWIRE) — Employers Holdings, Inc. (the “Company”) (NYSE:EIG) today announced that it will release its fourth quarter and full-year 2024 financial results after market close on Thursday, February 20, 2025, after which these materials will be available on the Company’s website at www.employers.com through the “Investors” link.

Conference Call Details
The Company will then review these financial results via a conference call and webcast on Friday, February 21, 2025, at 11:00 a.m. EST / 8:00 a.m. PST.

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.

An archived version of the webcast will be accessible on the Company’s website following the live call.

About EMPLOYERS

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: Michael Paquette mpaquette@employers.com

MIL-OSI USA: Welch Grills Nominee for FBI Director Kash Patel on Election Denialism: “What’s so hard about just saying that Biden won the 2020 election?”

US Senate News:

Source: United States Senator Peter Welch (D-Vermont)
WASHINGTON, D.C. – U.S. Senator Peter Welch (D-Vt.), a member of the Senate Judiciary Committee, today grilled Kash Patel, President Trump’s nominee to be the Director of the Federal Bureau of Investigations (FBI), about his refusal to acknowledge that President Biden won the 2020 Presidential Election. Senator Welch highlighted that Trump’s ‘Big Lie’ that President Biden did not win the election led to the January 6th insurrection on the U.S. Capitol. Senator Welch also stressed the importance of combatting any attempt to weaponize the Justice Department and the FBI under the Trump Administration.
Sen. Welch: “What’s so hard about just saying that Biden won the 2020 election? What’s hard about that?”
Mr. Patel: “Senator, as I’ve said before, that President Biden was certified and sworn in, and he was the president. I don’t know how else to say it.”  Sen. Welch:“Well, the other way to say it is he won.”
Watch the exchange between Senator Welch and Kash Patel during Mr. Patel’s confirmation hearing on his nomination to be the next Director of the FBI:
Read key excerpts of the exchange:
Senator Peter Welch: Let me tell you the source of my ongoing concern, which I regret it sometimes does not seem to be a common concern. We had a catastrophe for our democracy on January 6th…It troubles me that so many people have difficulty saying that Biden won the election…What’s so hard about just saying that Biden won the 2020 election? What’s hard about that?
Kash Patel, Nominee for FBI Director: Senator, as I’ve said before, that President Biden was certified and sworn in, and he was the president. I don’t know how else to say it.  Welch:Well, the other way to say it is he won.
Patel:He was the president.
Welch: The other way to say it is he won. I can say Trump won. I didn’t vote for him—but he won. Al Gore said Bush won when they were having that recount in Florida. And we have had a peaceful transfer of power here in very contested elections. I’ll just be very direct with you about why I think this is of consequence. Donald Trump has never acknowledged that he lost in 2020, and he invited people to come to the Capitol on January 6th to ‘stop the steal’. After that happened, police officers died. People were injured. It created enormous, ongoing bitterness within the country. That’s your boss. Do you believe that the 2020 election was stolen as President Trump says it is?
Patel: My opinions on the 2020 election have been expressed in this hearing and he’s entitled to whatever opinions he wants.
Welch: Do you agree with him that the election was stolen in 2020?
Patel: Millions of Americans have expressed concern going back to multiple elections over election integrity.
Welch: You know, you’re so skillful. You understand what I’m asking you. Can you say the words: Joe Biden won the 2020 election?
Patel: Joe Biden was the president of the United States.
Welch: I’m just saying this: there’s a difference. I can say the words ‘Donald Trump won.’ I don’t like to say it, but I must say it. And you cannot say that Joe Biden won the election.
Patel: What I can say is the same for both of them, Senator. Both of their elections were certified, and one was, and one now is president.
•••
Welch: Bottom line here: you’re going to have tough job. And you’re going to have a tough boss, because he gets it in his mind he wants to do something, nothing gets in the way. And there’s going to come a time when an FBI Director, or an Attorney General, has to make a decision about the Constitution and what is being requested, and can that person at that time—when the important values of the Constitution are at stake—say no to a person who is insisting you take an action?
Patel: Senator, that’s why I think it’s time, for the first time in this country’s history, that a public defender be the next Director of the FBI because no one knows more about the Constitution and due process than PD’s.
Welch: Well, you know you’re appealing to mutual pride here, with a public defender. But you know what? I still understand you didn’t answer the question. That’s the public defender in me, ok?
And I say this to my colleagues: We cannot have a weaponized Justice Department or FBI. What’s weaponized is in the eye of the beholder, like the prosecutions of President Trump, and I get that. We cannot, cannot have it. But what I think we all have to acknowledge, when we’ve got a president who’s basically saying a political enemy—whether it’s [Kamala] Harris, whether it’s Liz Cheney, whether it’s Adam Schiff—should be prosecuted, that’s doing damage to the mutual goal we have of not weaponizing a department.

MIL-OSI: Riverview Bancorp Reports Net Income of $1.2 Million in Third Fiscal Quarter 2025; Results Highlighted by Net Interest Margin Expansion

Source: GlobeNewswire (MIL-OSI)

VANCOUVER, Wash., Jan. 30, 2025 (GLOBE NEWSWIRE) — Riverview Bancorp, Inc. (Nasdaq GSM: RVSB) (“Riverview” or the “Company”) today reported earnings of $1.2 million, or $0.06 per diluted share, in the third fiscal quarter ended December 31, 2024, compared to $1.6 million, or $0.07 per diluted share in the second fiscal quarter ended September 30, 2024, and $1.5 million, or $0.07 per diluted share, in the third fiscal quarter a year ago.

In the first nine months of fiscal 2025, net income was $3.8 million, or $0.18 per diluted share, compared to $6.8 million, or $0.32 per diluted share, in the first nine months of fiscal 2024.

“Riverview’s operating performance during the third fiscal quarter reflected steady improvements, with net interest margin expansion as a result of stabilizing funding costs and higher loan yields,” stated Nicole Sherman, President and Chief Executive Officer. “While loan payoffs impacted net loan growth during the third quarter, loan production outperformed the previous three quarters and newly funded loans are being boarded at higher rates than the legacy portfolio. Although we still have work to do, we remain focused on managing our balance sheet and improving our performance metrics and profitability in the remainder of fiscal year 2025.”

Third Quarter Highlights (at or for the period ended December 31, 2024)

Net interest income increased to $9.4 million for the quarter, compared to $8.9 million in the preceding quarter and $9.3 million in the third fiscal quarter a year ago.
Net interest margin (“NIM”) was 2.60% for the quarter, a 14 basis point improvement compared to the preceding quarter and a 11 basis point improvement compared to the year ago quarter.
Riverview Trust Company assets under management increased to $872.6 million at December 31, 2024. Asset management fees continue to improve and increased to $1.4 million for the quarter ended December 31, 2024.
Asset quality remained strong, with non-performing assets at $469,000, or 0.03% of total assets at December 31, 2024.
Riverview recorded no provision for credit losses during the current quarter, compared to a $100,000 provision in the preceding quarter and no provision in the year ago quarter.
Total loans were $1.05 billion at December 31, 2024, compared to $1.06 billion at September 30, 2024, and $1.02 billion at December 31, 2023.
Total deposits were $1.22 billion at December 31, 2024, compared to $1.24 billion at September 30, 2024 and $1.22 billion at December 31, 2023.
Tangible book value per share (non-GAAP) was $6.20 at December 31, 2024, compared to $6.33 at September 30, 2024, and $6.21 at December 31, 2023.

Income Statement Review
Riverview’s net interest income was $9.4 million in the current quarter, compared to $8.9 million in the preceding quarter, and $9.3 million in the third fiscal quarter a year ago. The increase compared to the preceding quarter was driven by higher interest earning asset yields due to higher origination rates on new loan growth as well as loan repricing in addition to the recognition of a loan prepayment fee and related loan fees totaling $318,000. In the first nine months of fiscal 2025, net interest income was $27.2 million, compared to $29.5 million in the first nine months of fiscal 2024. Investment income decreased compared to the nine month period a year ago due to the strategic investment restructuring that was executed in the fourth quarter of fiscal 2024.

Riverview’s NIM was 2.60% for the third quarter of fiscal 2025, a 14 basis point increase compared to 2.46% in the preceding quarter and a 11 basis-point increase compared to 2.49% in the third quarter of fiscal 2024. “As anticipated, NIM improved during the quarter, as higher yields in interest earning assets offset the modest increase in deposit costs,” said David Lam, EVP and Chief Financial Officer. “With the recent Fed rate reductions, we anticipate deposit costs to further stabilize in future quarters. Additionally, the rate cuts reduced the interest expense on borrowings, which also benefitted NIM during the current quarter.” In the first nine months of fiscal 2025, the net interest margin was 2.51% compared to 2.64% in the same period a year earlier.

Investment securities decreased $17.8 million during the quarter to $337.2 million at December 31, 2024, compared to $354.9 million at September 30, 2024, and decreased $92.0 million compared to $429.1 million at December 31, 2023. The average securities balances for the quarters ended December 31, 2024, September 30, 2024, and December 31, 2023, were $364.2 million, $378.4 million, and $458.0 million, respectively. The weighted average yields on securities balances for those same periods were 1.82%, 2.05%, and 2.01%, respectively. The duration of the investment portfolio at December 31, 2024 was approximately 5.3 years. The anticipated investment cashflows over the next twelve months is approximately $42.8 million. There were no investment purchases during the third fiscal quarter of 2025.

Riverview’s yield on loans improved to 4.97% during the third fiscal quarter, compared to 4.80% in the preceding quarter, and 4.56% in the third fiscal quarter a year ago. “Loan yields improved during the current quarter as a result of higher rates on new loan originations and higher rates on existing loans that have come up for repricing, when compared to the existing loan portfolio. We continue to explore opportunities to enhance our loan yield by expanding our commercial business portfolio offerings to include more variable rate loan structures,” said Mike Sventek, EVP and Chief Lending Officer. Deposit costs increased to 1.32% during the third fiscal quarter compared to 1.26% in the preceding quarter, and 0.68% in the third fiscal quarter a year ago due to clients seeking higher deposit yields. The increase from clients seeking higher deposit yields was less impactful quarter over quarter compared to the increase from the third fiscal quarter a year ago given the relative change in the interest rate environment during those respective periods.

Non-interest income was $3.3 million during the third fiscal quarter of 2025 compared to $3.8 million in the preceding quarter and $3.1 million in the third fiscal quarter of 2024. The preceding quarter included approximately $525,000 in income related to a legal expense recovery from the prior year. In the first nine months of fiscal 2025, non-interest income increased to $10.5 million compared to $9.7 million in the same period a year ago.

Asset management fees were $1.4 million during the third fiscal quarter and the second fiscal quarter, and $1.3 million in the third fiscal quarter a year ago. Asset management fees increased compared to the year ago quarter due to new client relationships and the continued positive market performance in the equity markets during the third quarter. Riverview Trust Company’s assets under management were $872.6 million at December 31, 2024, compared to $871.6 million at September 30, 2024, and $942.4 million at December 31, 2023.

Non-interest expense was $11.2 million during the third fiscal quarter, compared to $10.7 million in the preceding quarter and $10.6 million in the third fiscal quarter a year ago. Salary and employee benefits, the largest component of non-interest expense, remained flat during the current quarter compared to the preceding quarter. Professional fees increased during the current quarter compared to the preceding quarter due to higher consulting costs. Additionally, non-interest expense for preceding quarter included a fraud loss recovery. The efficiency ratio was 87.6% for the third fiscal quarter, compared to 83.7% for the previous quarter and 85.2% in the third fiscal quarter a year ago. Year-to-date, non-interest expense was $32.8 million compared to $30.6 million in the first nine months of fiscal 2024.

Riverview’s effective tax rate for the third fiscal quarter of 2025 was 21.8%, compared to 21.4% for the preceding quarter and 20.6% for the year ago quarter.

Balance Sheet Review
While loan production increased during the third quarter, total loans decreased primarily due to two large loan payoffs. Total loans decreased $15.9 million during the quarter to $1.05 billion at December 31, 2024, compared to $1.06 billion three months earlier and increased $26.9 million compared to $1.02 billion a year earlier. Riverview’s loan pipeline was $49.1 million at December 31, 2024, compared to $43.5 million at the end of the preceding quarter. New loan originations during the quarter were $31.1 million, compared to $25.6 million in the preceding quarter and $51.3 million in the third fiscal quarter a year ago. Since December 31, 2024, the loan pipeline has increased to $64.2 million.

Undisbursed construction loans totaled $19.5 million at December 31, 2024, compared to $34.1 million at September 30, 2024, with the majority of the undisbursed construction loans expected to be funded over the next several quarters. The decrease was due to one large construction project being completed during the quarter and moving out of the construction category to a permanent loan category, before being paid off. Undisbursed homeowner association loans for the purpose of common area maintenance and repairs totaled $14.5 million at December 31, 2024, compared to $11.1 million at September 30, 2024. Revolving commercial business loan commitments totaled $46.9 million at December 31, 2024, compared to $48.4 million at September 30, 2024. Utilization on these loans totaled 17.60% at December 31, 2024, compared to 23.88% at September 30, 2024. The weighted average rate on loan originations during the quarter was 7.04% compared to 7.65% in the preceding quarter.

The office building loan portfolio totaled $113.4 million at December 31, 2024, compared to $112.4 million at September 30, 2024. The average loan balance of the office building loan portfolio was $1.5 million with an average loan-to-value ratio of 53.8% and an average debt service coverage ratio of 1.99x. Office building loans within the Portland core consists of three loans totaling $20.6 million which is approximately 18.2% of the total office building loan portfolio or 2.0% of total loans.

Non-interest checking and interest checking accounts, as a percentage of total deposits, totaled 46.8% at December 31, 2024, compared to 49.2% at September 30, 2024, and 51.1% at December 31, 2023. The decrease in non-interest checking account balances during the quarter was in part due to seasonal client calendar year-end activity for payments and distributions. As in prior quarters, money market balances and CDs increased during the quarter as we are still seeing a subset of clients still looking for higher yields. Total deposits decreased $18.5 million during the quarter to $1.22 billion at December 31, 2024, compared to $1.24 billion at September 30, 2024, and were unchanged compared to a year ago. Riverview Bank had moved customer deposits to Riverview Trust as a higher yielding deposit alternative and those assets were all retained within the Company during the period of increasing interest rates and the Company has the ability to move or reciprocate these deposits back to the Bank if the need arises.

FHLB advances decreased $18.1 million during the quarter to $84.2 million at December 31, 2024, compared to $102.3 million at September 30, 2024. FHLB advances decreased during the quarter as a result of the decrease in investment securities and loans receivable balances with the proceeds from both used to pay down borrowings.

Shareholders’ equity was $158.3 million at December 31, 2024, compared to $160.8 million three months earlier and $158.5 million one year earlier. Tangible book value per share (non-GAAP) was $6.20 at December 31, 2024, compared to $6.33 at September 30, 2024, and $6.21 at December 31, 2023. Riverview paid a quarterly cash dividend of $0.02 per share on January 14, 2025, to shareholders of record on January 2, 2025.

Credit Quality
“Asset quality metrics continue to remain very stable, as we continue to diligently monitor our loan portfolio closely for any signs of stress,” said Robert Benke, EVP and Chief Credit Officer. Non-performing loans, excluding SBA and USDA government guaranteed loans (“government guaranteed loans”) (non-GAAP) totaled $168,000 or 0.02% of total loans as of December 31, 2024, compared to $149,000, or 0.01% of total loans at September 30, 2024, and $186,000, or 0.02% of total loans at December 31, 2023. There was one non-performing government guaranteed loan totaling $301,000 at both December 31, 2024 and September 30, 2024. At December 31, 2024, including government guaranteed loans, non-performing assets were $469,000, or 0.03% of total assets.

Riverview recorded $114,000 in net loan charge-offs for the current quarter. This compared to $2,000 in net loan recoveries for the preceding quarter. Riverview recorded no provision for credit losses for the current quarter, compared to $100,000 in provision for credit losses for the preceding quarter.

Classified assets were $225,000 at December 31, 2024, compared to $326,000 at September 30, 2024, and $215,000 at December 31, 2023. The classified assets to total capital ratio was 0.1% at December 31, 2024, compared to 0.2% at September 30, 2024, and 0.1% a year earlier. Criticized assets were $50.4 million at December 31, 2024, compared to $50.7 million at September 30, 2024, and $37.2 million at December 31, 2023. Criticized assets remained stable during the current quarter compared to the prior quarter. The increase compared to a year ago was primarily due to one relationship that was moved to the criticized asset category during the preceding quarter as the loans goes through probate. The Company does not anticipate any loss from this relationship.

The allowance for credit losses was $15.4 million at December 31, 2024, compared to $15.5 million at September 30, 2024, and $15.4 million at December 31, 2023. The allowance for credit losses represented 1.47% of total loans at December 31, 2024, compared to 1.46% at September 30, 2024, and 1.51% a year earlier. The allowance for credit losses to loans, net of government guaranteed loans (non-GAAP), was 1.54% at December 31, 2024, compared to 1.53% at September 30, 2024, and 1.59% a year earlier.

Capital/Liquidity
Riverview continues to maintain capital levels well in excess of the regulatory requirements to be categorized as “well capitalized” with a total risk-based capital ratio of 16.47% and a Tier 1 leverage ratio of 10.86% at December 31, 2024. Tangible common equity to average tangible assets ratio (non-GAAP) was 8.84% at December 31, 2024.

Riverview has approximately $450.1 million in available liquidity at December 31, 2024, including $164.4 million of borrowing capacity from the FHLB and $285.7 million from the Federal Reserve Bank of San Francisco (“FRB”). At December 31, 2024, the Bank had $84.2 million in outstanding FHLB borrowings.

At December 31, 2024, the uninsured deposit ratio was 23.8%. Available liquidity under the FRB borrowing line would cover nearly 100% of the estimated uninsured deposits and available liquidity under both the FHLB and FRB borrowing lines would cover 155% of the estimated uninsured deposits.

On September 25, 2024, the Company’s Board of Directors adopted a stock repurchase program. Under this repurchase program, the Company may repurchase up to $2.0 million of the Company’s outstanding shares of common stock, in the open market, based on prevailing market prices, or in privately negotiated transactions. Once the repurchase program is effective, the repurchase program will continue until the earlier of the completion of the repurchase or 12 months after the effective date, depending upon market conditions. During the third quarter, the Company repurchased 200,073 shares of common stock at an average price of $5.43.

Non-GAAP Financial Measures
In addition to results presented in accordance with generally accepted accounting principles (“GAAP”), this press release contains certain non-GAAP financial measures. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in Riverview’s core operations reflected in the current quarter’s results and facilitate the comparison of our performance with the performance of our peers. However, these non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP. Where applicable, comparable earnings information using GAAP financial measures is also presented. Because not all companies use the same calculations, our presentation may not be comparable to other similarly titled measures as calculated by other companies. For a reconciliation of these non-GAAP financial measures, see the tables below.

Tangible shareholders’ equity to tangible assets and tangible book value per share:

(Dollars in thousands)	December 31, 2024			September 30, 2024			December 31, 2023			March 31, 2024

Shareholders’ equity (GAAP)	$	158,270		$	160,774		$	158,472		$	155,588
Exclude: Goodwill		(27,076	)		(27,076	)		(27,076	)		(27,076	)
Exclude: Core deposit intangible, net		(196	)		(221	)		(298	)		(271	)
Tangible shareholders’ equity (non-GAAP)	$	130,998		$	133,477		$	131,098		$	128,241

Total assets (GAAP)	$	1,508,609		$	1,548,397		$	1,590,623		$	1,521,529
Exclude: Goodwill		(27,076	)		(27,076	)		(27,076	)		(27,076	)
Exclude: Core deposit intangible, net		(196	)		(221	)		(298	)		(271	)
Tangible assets (non-GAAP)	$	1,481,337		$	1,521,100		$	1,563,249		$	1,494,182

Shareholders’ equity to total assets (GAAP)		10.49	%		10.38	%		9.96	%		10.23	%

Tangible common equity to tangible assets (non-GAAP)		8.84	%		8.78	%		8.39	%		8.58	%

Shares outstanding		21,134,758			21,096,968			21,111,043			21,111,043

Book value per share (GAAP)	$	7.49		$	7.62		$	7.51		$	7.37

Tangible book value per share (non-GAAP)	$	6.20		$	6.33		$	6.21		$	6.07


Pre-tax, pre-provision income
	Three Months Ended									Nine Months Ended
(Dollars in thousands)	December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023

Net income (GAAP)	$	1,232		$	1,557		$	1,452		$	3,755		$	6,767
Include: Provision for income taxes		343			425			377			1,021			1,897
Include: Provision for credit losses		–			100			–			100			–
Pre-tax, pre-provision income (non-GAAP)	$	1,575		$	2,082		$	1,829		$	4,876		$	8,664

Allowance for credit losses reconciliation, excluding Government Guaranteed loans

(Dollars in thousands)	December 31, 2024			September 30, 2024			December 31, 2023			March 31, 2024

Allowance for credit losses	$	15,352		$	15,466		$	15,361		$	15,364

Loans receivable (GAAP)	$	1,045,109		$	1,060,977		$	1,018,199		$	1,024,013
Exclude: Government Guaranteed loans		(49,024	)		(49,983	)		(51,809	)		(51,013	)
Loans receivable excluding Government Guaranteed loans (non-GAAP)	$	996,085		$	1,010,994		$	966,390		$	973,000

Allowance for credit losses to loans receivable (GAAP)		1.47	%		1.46	%		1.51	%		1.50	%

Allowance for credit losses to loans receivable excluding Government Guaranteed loans (non-GAAP)		1.54	%		1.53	%		1.59	%		1.58	%


Non-performing loans reconciliation, excluding Government Guaranteed Loans

	Three Months Ended
(Dollars in thousands)	December 31, 2024			September 30, 2024			December 31, 2023

Non-performing loans (GAAP)	$	469		$	450		$	186
Less: Non-performing Government Guaranteed loans		(301	)		(301	)		–
Adjusted non-performing loans excluding Government Guaranteed loans (non-GAAP)	$	168		$	149		$	186

Non-performing loans to total loans (GAAP)		0.04	%		0.04	%		0.02	%

Non-performing loans, excluding Government Guaranteed loans to total loans (non-GAAP)		0.02	%		0.01	%		0.02	%

Non-performing loans to total assets (GAAP)		0.03	%		0.03	%		0.01	%

Non-performing loans, excluding Government Guaranteed loans to total assets (non-GAAP)		0.01	%		0.01	%		0.01	%

About Riverview
Riverview Bancorp, Inc. (www.riverviewbank.com) is headquartered in Vancouver, Washington – just north of Portland, Oregon, on the I-5 corridor. With assets of $1.51 billion at December 31, 2024, it is the parent company of Riverview Bank, as well as Riverview Trust Company. The Bank offers true community banking services, focusing on providing the highest quality service and financial products to commercial, business and retail clients through 17 branches, including 13 in the Portland-Vancouver area, and 3 lending centers. For the past 11 years, Riverview has been named Best Bank by the readers of The Vancouver Business Journal and The Columbian.

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements which include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions, future economic performance and projections of financial items. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession, the failure of the U.S. Congress to increase the debt ceiling, or slowed economic growth caused by increasing political instability from acts of war including Russia’s invasion of Ukraine, as well as supply chain disruptions, recent bank failures and any governmental or societal responses thereto; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in the Company’s allowance for credit losses and provision for credit losses that may be impacted by deterioration in the housing and commercial real estate markets; changes in the levels of general interest rates, and the relative differences between short and long-term interest rates, deposit interest rates, the Company’s net interest margin and funding sources; the transition away from London Interbank Offered Rate toward new interest rate benchmarks; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in the Company’s market areas; secondary market conditions for loans and the Company’s ability to originate loans for sale and sell loans in the secondary market; results of examinations of the Bank by the Federal Deposit Insurance Corporation and the Washington State Department of Financial Institutions, Division of Banks, and of the Company by the Board of Governors of the Federal Reserve System, or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require the Company to increase its allowance for credit losses, write-down assets, reclassify its assets, change the Bank’s regulatory capital position or affect the Company’s ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; legislative or regulatory changes that adversely affect the Company’s business including changes in banking, securities and tax law, and in regulatory policies and principles, or the interpretation of regulatory capital or other rules; the Company’s ability to attract and retain deposits; the unexpected outflow of uninsured deposits that may require us to sell investment securities at a loss; the Company’s ability to control operating costs and expenses; the use of estimates in determining fair value of certain of the Company’s assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans on the Company’s consolidated balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect the Company’s workforce and potential associated charges; disruptions, security breaches or other adverse events, failures or interruptions in or attacks on our information technology systems or on the third-party vendors who perform several of our critical processing functions; the Company’s ability to retain key members of its senior management team; costs and effects of litigation, including settlements and judgments; the Company’s ability to implement its business strategies; the Company’s ability to successfully integrate any assets, liabilities, customers, systems, and management personnel it may acquire into its operations and the Company’s ability to realize related revenue synergies and cost savings within expected time frames; future goodwill impairment due to changes in Riverview’s business, changes in market conditions, or other factors; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; the Company’s ability to pay dividends on its common stock; the quality and composition of our securities portfolio and the impact of and adverse changes in the securities markets, including market liquidity; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting standards; the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, and other external events on our business; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company’s operations, pricing, products and services, and the other risks described from time to time in our reports filed with and furnished to the U.S. Securities and Exchange Commission.

The Company cautions readers not to place undue reliance on any forward-looking statements. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements included in this report or the reasons why actual results could differ from those contained in such statements, whether as a result of new information or to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for fiscal 2025 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of, us and could negatively affect the Company’s consolidated financial condition and consolidated results of operations as well as its stock price performance.


RIVERVIEW BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(In thousands, except share data) (Unaudited)	December 31, 2024			September 30, 2024			December 31, 2023			March 31, 2024
ASSETS

Cash (including interest-earning accounts of $12,573, $12,453, $23,717 and $12,164)	$	25,348		$	30,960		$	37,553		$	23,642
Investment securities:
Available for sale, at estimated fair value		124,874			132,953			196,461			143,196
Held to maturity, at amortized cost		212,295			221,991			232,659			229,510
Loans receivable (net of allowance for credit losses of $15,352, $15,466, $15,361, and $15,364)		1,029,757			1,045,511			1,002,838			1,008,649
Prepaid expenses and other assets		12,945			13,585			14,486			14,469
Accrued interest receivable		4,639			4,570			5,248			4,415
Federal Home Loan Bank stock, at cost		4,742			5,557			8,026			4,927
Premises and equipment, net		22,731			22,956			22,270			21,718
Financing lease right-of-use assets		1,144			1,163			1,221			1,202
Deferred income taxes, net		9,471			8,688			10,033			9,778
Goodwill		27,076			27,076			27,076			27,076
Core deposit intangible, net		196			221			298			271
Bank owned life insurance		33,391			33,166			32,454			32,676

TOTAL ASSETS	$	1,508,609		$	1,548,397		$	1,590,623		$	1,521,529

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Deposits	$	1,219,002		$	1,237,499		$	1,218,892		$	1,231,679
Accrued expenses and other liabilities		17,634			17,789			26,740			16,205
Advance payments by borrowers for taxes and insurance		317			848			299			581
Junior subordinated debentures		27,069			27,048			26,982			27,004
Federal Home Loan Bank advances		84,200			102,304			157,054			88,304
Finance lease liability		2,117			2,135			2,184			2,168
Total liabilities		1,350,339			1,387,623			1,432,151			1,365,941

SHAREHOLDERS’ EQUITY:
Serial preferred stock, $.01 par value; 250,000 authorized, issued and outstanding, none		–			–			–			–
Common stock, $.01 par value; 50,000,000 authorized,
December 31, 2024 – 21,134,758 issued and outstanding;
September 30, 2024 – 21,096,968 issued and outstanding;		209			211			211			211
December 31, 2023 – 21,111,043 issued and outstanding;
March 31, 2024 – 21,111,043 issued and outstanding;
Additional paid-in capital		54,227			55,057			54,982			55,005
Retained earnings		118,988			118,179			120,734			116,499
Accumulated other comprehensive loss		(15,154	)		(12,673	)		(17,455	)		(16,127	)
Total shareholders’ equity		158,270			160,774			158,472			155,588

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,508,609		$	1,548,397		$	1,590,623		$	1,521,529

RIVERVIEW BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income
	Three Months Ended						Nine Months Ended
(In thousands, except share data) (Unaudited)	Dec. 31, 2024		Sept. 30, 2024		Dec. 31, 2023		Dec. 31, 2024		Dec. 31, 2023
INTEREST INCOME:
Interest and fees on loans receivable	$	13,201	$	12,683	$	11,645	$	37,936	$	34,288
Interest on investment securities – taxable		1,589		1,874		2,231		5,435		6,826
Interest on investment securities – nontaxable		65		65		65		195		196
Other interest and dividends		272		320		331		902		954
Total interest and dividend income		15,127		14,942		14,272		44,468		42,264

INTEREST EXPENSE:
Interest on deposits		4,101		3,855		2,059		11,403		5,264
Interest on borrowings		1,638		2,145		2,889		5,914		7,466
Total interest expense		5,739		6,000		4,948		17,317		12,730
Net interest income		9,388		8,942		9,324		27,151		29,534
Provision for credit losses		–		100		–		100		–

Net interest income after provision for credit losses		9,388		8,842		9,324		27,051		29,534

NON-INTEREST INCOME:
Fees and service charges		1,492		1,524		1,533		4,556		4,871
Asset management fees		1,443		1,433		1,266		4,434		3,920
Bank owned life insurance (“BOLI”)		225		279		211		715		669
Other, net		181		605		46		844		288
Total non-interest income, net		3,341		3,841		3,056		10,549		9,748

NON-INTEREST EXPENSE:
Salaries and employee benefits		6,471		6,477		6,091		19,336		17,979
Occupancy and depreciation		1,871		1,921		1,698		5,687		4,930
Data processing		743		695		712		2,202		2,096
Amortization of core deposit intangible		25		25		27		75		81
Advertising and marketing		317		367		282		994		950
FDIC insurance premium		174		166		178		518		530
State and local taxes		327		234		355		777		814
Telecommunications		54		52		56		153		161
Professional fees		429		304		353		1,223		961
Other		743		460		799		1,859		2,116
Total non-interest expense		11,154		10,701		10,551		32,824		30,618

INCOME BEFORE INCOME TAXES		1,575		1,982		1,829		4,776		8,664
PROVISION FOR INCOME TAXES		343		425		377		1,021		1,897
NET INCOME	$	1,232	$	1,557	$	1,452	$	3,755	$	6,767

Earnings per common share:
Basic	$	0.06	$	0.07	$	0.07	$	0.18	$	0.32
Diluted	$	0.06	$	0.07	$	0.07	$	0.18	$	0.32
Weighted average number of common shares outstanding:
Basic		21,037,246		21,097,580		21,113,464		21,081,851		21,146,888
Diluted		21,037,246		21,097,580		21,113,464		21,081,851		21,148,679

(Dollars in thousands)	At or for the three months ended									At or for the nine months ended
	Dec. 31, 2024			Sept. 30, 2024			Dec. 31, 2023			Dec. 31, 2024		Dec. 31, 2023
AVERAGE BALANCES
Average interest–earning assets	$	1,436,130		$	1,446,098		$	1,494,341		$	1,439,834	$	1,494,443
Average interest-bearing liabilities		1,019,265			1,011,688			1,028,817			1,010,419		1,021,532
Net average earning assets		416,865			434,410			465,524			429,415		472,911
Average loans		1,053,342			1,048,536			1,015,741			1,043,274		1,008,429
Average deposits		1,232,450			1,216,769			1,209,524			1,220,443		1,235,032
Average equity		160,532			158,428			153,901			158,179		155,264
Average tangible equity (non-GAAP)		133,245			131,116			126,511			130,867		127,847


ASSET QUALITY	Dec. 31, 2024			Sept. 30, 2024			Dec. 31, 2023

Non-performing loans	$	469		$	450		$	186
Non-performing loans excluding SBA Government Guarantee (non-GAAP)		168			149			186
Non-performing loans to total loans		0.04	%		0.04	%		0.02	%
Non-performing loans to total loans excluding SBA Government Guarantee (non-GAAP)		0.02	%		0.01	%		0.02	%
Real estate/repossessed assets owned	$	–		$	–		$	–
Non-performing assets	$	469		$	450		$	186
Non-performing assets excluding SBA Government Guarantee (non-GAAP)		168			149			186
Non-performing assets to total assets		0.03	%		0.03	%		0.01	%
Non-performing assets to total assets excluding SBA Government Guarantee (non-GAAP)		0.01	%		0.01	%		0.01	%
Net loan charge-offs (recoveries) in the quarter	$	114		$	(2	)	$	(15	)
Net charge-offs (recoveries) in the quarter/average net loans		0.04	%		0.00	%		(0.01	)%

Allowance for credit losses	$	15,352		$	15,466		$	15,361
Average interest-earning assets to average interest-bearing liabilities		140.90	%		142.94	%		145.25	%
Allowance for credit losses to non-performing loans		3273.35	%		3436.89	%		8258.60	%
Allowance for credit losses to total loans		1.47	%		1.46	%		1.51	%
Shareholders’ equity to assets		10.49	%		10.38	%		9.96	%


CAPITAL RATIOS
Total capital (to risk weighted assets)		16.47	%		16.14	%		16.67	%
Tier 1 capital (to risk weighted assets)		15.21	%		14.88	%		15.42	%
Common equity tier 1 (to risk weighted assets)		15.21	%		14.88	%		15.42	%
Tier 1 capital (to average tangible assets)		10.86	%		10.72	%		10.53	%
Tangible common equity (to average tangible assets) (non-GAAP)		8.84	%		8.78	%		8.39	%


DEPOSIT MIX	Dec. 31, 2024			Sept. 30, 2024			Dec. 31, 2023			March 31, 2024

Interest checking	$	257,975		$	267,254		$	272,019		$	289,824
Regular savings		169,181			172,454			199,911			192,638
Money market deposit accounts		236,912			227,505			225,727			209,164
Non-interest checking		312,839			341,116			350,744			349,081
Certificates of deposit		242,095			229,170			170,491			190,972
Total deposits	$	1,219,002		$	1,237,499		$	1,218,892		$	1,231,679

COMPOSITION OF COMMERCIAL AND CONSTRUCTION LOANS
			Other				Commercial
	Commercial		Real Estate		Real Estate		& Construction
	Business		Mortgage		Construction		Total
December 31, 2024	(Dollars in thousands)
Commercial business	$	224,506	$	–	$	–	$	224,506
Commercial construction		–		–		32,442		32,442
Office buildings		–		113,350		–		113,350
Warehouse/industrial		–		108,356		–		108,356
Retail/shopping centers/strip malls		–		89,871		–		89,871
Assisted living facilities		–		363		–		363
Single purpose facilities		–		262,556		–		262,556
Land		–		4,062		–		4,062
Multi-family		–		78,822		–		78,822
One-to-four family construction		–		–		17,514		17,514
Total	$	224,506	$	657,380	$	49,956	$	931,842

March 31, 2024
Commercial business	$	229,404	$	–	$	–	$	229,404
Commercial construction		–		–		20,388		20,388
Office buildings		–		114,714		–		114,714
Warehouse/industrial		–		106,649		–		106,649
Retail/shopping centers/strip malls		–		89,448		–		89,448
Assisted living facilities		–		378		–		378
Single purpose facilities		–		272,312		–		272,312
Land		–		5,693		–		5,693
Multi-family		–		70,771		–		70,771
One-to-four family construction		–		–		16,150		16,150
Total	$	229,404	$	659,965	$	36,538	$	925,907


LOAN MIX	Dec. 31, 2024		Sept. 30, 2024		Dec. 31, 2023		March 31, 2024
Commercial and construction	(Dollars in thousands)
Commercial business	$	224,506	$	236,895	$	229,249	$	229,404
Other real estate mortgage		657,380		659,439		648,782		659,965
Real estate construction		49,956		51,498		42,167		36,538
Total commercial and construction		931,842		947,832		920,198		925,907
Consumer
Real estate one-to-four family		97,760		96,911		96,266		96,366
Other installment		15,507		16,234		1,735		1,740
Total consumer		113,267		113,145		98,001		98,106

Total loans		1,045,109		1,060,977		1,018,199		1,024,013

Less:
Allowance for credit losses		15,352		15,466		15,361		15,364
Loans receivable, net	$	1,029,757	$	1,045,511	$	1,002,838	$	1,008,649


DETAIL OF NON-PERFORMING ASSETS
	Southwest
	Washington		Other		Total
December 31, 2024	(Dollars in thousands)
Commercial business	$	43	$	–	$	43
Commercial real estate		93		–		93
Consumer		32		–		32
Government Guaranteed Loans		–		301		301
Total non-performing assets	$	168	$	301	$	469

	At or for the three months ended									At or for the nine months ended
SELECTED OPERATING DATA	Dec. 31, 2024			Sept. 30, 2024			Dec. 31, 2023			Dec. 31, 2024			Dec. 31, 2023

Efficiency ratio (4)		87.63	%		83.71	%		85.23	%		87.07	%		77.94	%
Coverage ratio (6)		84.17	%		83.56	%		88.37	%		82.72	%		96.46	%
Return on average assets (1)		0.32	%		0.40	%		0.37	%		0.33	%		0.57	%
Return on average equity (1)		3.04	%		3.90	%		3.75	%		3.15	%		5.80	%
Return on average tangible equity (1) (non-GAAP)		3.67	%		4.71	%		4.57	%		3.81	%		7.04	%

NET INTEREST SPREAD
Yield on loans		4.97	%		4.80	%		4.56	%		4.83	%		4.53	%
Yield on investment securities		1.82	%		2.05	%		2.01	%		2.00	%		2.02	%
Total yield on interest-earning assets		4.18	%		4.11	%		3.81	%		4.10	%		3.77	%

Cost of interest-bearing deposits		1.81	%		1.76	%		0.98	%		1.73	%		0.82	%
Cost of FHLB advances and other borrowings		5.43	%		5.92	%		5.83	%		5.83	%		5.77	%
Total cost of interest-bearing liabilities		2.23	%		2.35	%		1.91	%		2.27	%		1.66	%

Spread (7)		1.95	%		1.76	%		1.90	%		1.83	%		2.11	%
Net interest margin		2.60	%		2.46	%		2.49	%		2.51	%		2.64	%

PER SHARE DATA
Basic earnings per share (2)	$	0.06		$	0.07		$	0.07		$	0.18		$	0.32
Diluted earnings per share (3)		0.06			0.07			0.07			0.18			0.32
Book value per share (5)		7.49			7.62			7.51			7.49			7.51
Tangible book value per share (5) (non-GAAP)		6.20			6.33			6.21			6.20			6.21
Market price per share:
High for the period	$	5.88		$	4.72		$	6.48		$	5.88		$	6.48
Low for the period		4.59			3.79			5.35			3.64			4.17
Close for period end		5.74			4.71			6.40			5.74			6.40
Cash dividends declared per share		0.0200			0.0200			0.0600			0.0600			0.1800

Average number of shares outstanding:
Basic (2)		21,037,246			21,097,580			21,113,464			21,081,851			21,146,888
Diluted (3)		21,037,246			21,097,580			21,113,464			21,081,851			21,148,679

(1)      Amounts for the periods shown are annualized.
(2)      Amounts exclude ESOP shares not committed to be released.
(3)      Amounts exclude ESOP shares not committed to be released and include common stock equivalents.
(4)      Non-interest expense divided by net interest income and non-interest income.
(5)      Amounts calculated based on shareholders’ equity and include ESOP shares not committed to be released.
(6)      Net interest income divided by non-interest expense.
(7)      Yield on interest-earning assets less cost of funds on interest-bearing liabilities.

Contact:

Nicole Sherman, President & CEO
David Lam, CFO
Dan Cox, COO
360-693-6650

MIL-OSI: BayFirst Financial Corp. Reports Fourth Quarter 2024 Results

Source: GlobeNewswire (MIL-OSI)

ST. PETERSBURG, Fla., Jan. 30, 2025 (GLOBE NEWSWIRE) — BayFirst Financial Corp. (NASDAQ: BAFN) (“BayFirst” or the “Company”), parent company of BayFirst National Bank (the “Bank”) today reported net income of $9.8 million, or $2.27 per common share, or $2.11 per diluted common share, for the fourth quarter of 2024, an increase of 759.8% compared to $1.1 million, or $0.18 per common share and diluted common share, in the third quarter of 2024. Net income for the year ended December 31, 2024 was $12.6 million, or $2.68 per common share, or $2.62 per diluted common share, compared to $5.7 million, or $1.16 per common share, or $1.12 per diluted common share for the year ended December 31, 2023.

“We reported strong fourth quarter 2024 results, highlighted by quarterly net interest margin expansion and improved operating efficiencies,” stated Thomas G. Zernick, Chief Executive Officer. “Net income increased substantially compared to the preceding quarter, led by increases in net interest income, higher gain on sale of government guaranteed loans, and a gain on sale of two branch office properties, which was part of a sale-leaseback transaction. It’s worth noting that we continue to lease these two branch offices, resulting in no impact to our existing branch network. As a result of this transaction, we recorded an after-tax gain on sale of the properties of $8.7 million during the fourth quarter of 2024.”

“The strength of our community bank business model, which includes serving individuals, families, and small businesses, coupled with results from our government guaranteed banking division, continues to fuel our operating results,” Zernick continued. “Our government guaranteed banking team had a solid quarter, producing $107.8 million in new government guaranteed loans, which was an improvement compared to the third quarter of 2024. Our lenders remain focused on meeting loan origination targets, while also adhering to prudently conservative credit quality metrics.

“One of the highlights of the full year 2024 was the $1.1 million reduction in noninterest expenses compared to 2023. When we completed our near-term branch expansion plans in early 2024, we focused on reducing operating expenses by leveraging technology investments to better manage headcount and related incentive compensation, while at the same time growing the franchise. As we look to the new year, we will continue initiatives that are designed to further increase our efficiency, lower costs, and maximize the investments we’ve already made in technology and in our banking centers. While we are pleased with the progress during the fourth quarter and the year, we are excited to continue our forward momentum and further boost our results in 2025,” said Zernick.

“Additionally, the Board of Directors authorized a share repurchase program on January 28, 2025. We believe our stock offers an attractive investment and repurchasing stock is a means for building long-term shareholder value,” said Zernick. “We are confident about the growth of our Company, and we believe that when our shares are undervalued, repurchases represent a value-enhancing deployment of capital.”

Fourth Quarter 2024 Performance Review

In December 2024, the Company entered into a sale-leaseback agreement for two branch office properties for an aggregate cash purchase price of $15.0 million. As a result of this transaction, the Company recorded a pre-tax gain on sale of the properties of $11.6 million.
The Company’s government guaranteed loan team originated $107.8 million in new loans during the fourth quarter of 2024, an increase from $94.4 million of loans produced in the previous quarter, and a decrease from $144.9 million of loans produced during the fourth quarter of 2023. Since the launch in 2022 of the Company’s Bolt loan program, an SBA 7(a) loan product designed to expeditiously provide working capital loans of $150 thousand or less, the Company has originated 5,726 Bolt loans totaling $741.5 million, of which 495 Bolt loans totaling $64.8 million were originated during the fourth quarter. No newly originated government guaranteed loans were measured at fair value during the fourth quarter of 2024 versus $34 million in the third quarter of 2024 and $53 million in the fourth quarter of 2023.
Loans held for investment increased by $24.1 million, or 2.3%, during the fourth quarter of 2024 to $1.07 billion and increased $150.8 million, or 16.5%, over the past year. During the quarter, the Company originated $158.7 million of loans and sold $94.5 million of government guaranteed loan balances.
Deposits increased $31.0 million, or 2.8%, during the fourth quarter of 2024 and increased $158.1 million, or 16.0%, over the past year to $1.14 billion.
Book value and tangible book value at December 31, 2024 were $22.95 per common share, an increase from $20.86 at September 30, 2024.
Net interest margin increased by 26 basis points to 3.60% in the fourth quarter of 2024, from 3.34% in the third quarter of 2024 and 12 basis points from 3.48%in the fourth quarter of 2023.

Results of Operations

Net Income

Net income was $9.8 million for the fourth quarter of 2024, compared to $1.1 million in the third quarter of 2024 and $1.7 million in the fourth quarter of 2023. The increase in net income for the fourth quarter of 2024 from the preceding quarter was primarily the result of the pre-tax gain on sale of two branch office properties of $11.6 million, which was part of a sale-leaseback transaction. Also contributing to higher earnings was an increase in net interest income of $1.2 million, an increase in gain on sale of government guaranteed loans of $2.3 million, and a decrease in noninterest expense of $1.7 million, partially offset by an increase in provision for credit losses of $1.4 million, a decrease in government guaranteed loan fair value gains of $3.5 million, and an increase in income tax expense on continuing operations of $2.9 million. The decrease in fair value gains on government guaranteed loans was the result of not measuring any newly originated government guaranteed loans at fair value in the fourth quarter. The increase in net income from the fourth quarter of 2023 was due to the pre-tax gain on sale of two branch office properties of $11.6 million, an increase in net interest income of $1.8 million, an increase in gain on sale of government guaranteed loans of $1.4 million, and lower noninterest expense of $3.1 million. This was partially offset by an increase in provision for credit losses of $1.8 million, a decrease in government guaranteed loan fair value gains of $4.8 million, and an increase in income tax expense on continuing operations of $2.6 million.

For the year ended December 31, 2024, net income was $12.6 million, an increase from $5.7 million from the year ended December 31, 2023. The increase was primarily due to the pre-tax gain on sale of two branch office properties of $11.6 million, an increase in net interest income of $1.6 million, higher gain on sale of government guaranteed loans of $3.7 million, and lower noninterest expense of $0.9 million, partially offset by higher provision for credit losses of $4.3 million, a decrease in government guaranteed fair value gains of $5.9 million and higher income tax expense on continuing operations of $2.2 million.

Net Interest Income and Net Interest Margin

Net interest income from continuing operations was $10.7 million in the fourth quarter of 2024, an increase from $9.4 million during the third quarter of 2024, and an increase from $8.9 million during the fourth quarter of 2023. The net interest margin increased by 26 basis points to 3.60% in the fourth quarter of 2024, from 3.34% in the third quarter of 2024 and 12 basis points from 3.48%in the fourth quarter of 2023.

The increase in net interest income from continuing operations during the fourth quarter of 2024, as compared to the third quarter of 2024, was mainly due to a decrease in interest cost on deposits of $1.0 million.

The increase in net interest income from continuing operations during the fourth quarter of 2024, as compared to the year ago quarter, was mainly due to an increase in loan interest income, including fees, of $3.0 million, partially offset by higher interest expense on deposits of $0.9 million.

Net interest income from continuing operations was $38.0 million for the year ended December 31, 2024, an increase from $36.4 million for the year ended December 31, 2023. The increase was mainly due to an increase in loan interest income, including fees, of $15.6 million, partially offset by an increase in interest expense on deposits of $12.1 million.

Noninterest Income

Noninterest income from continuing operations was $22.3 million for the fourth quarter of 2024, which was an increase from $12.3 million in the third quarter of 2024 and an increase from $14.7 million in the fourth quarter of 2023. The increase in the fourth quarter of 2024, as compared to the third quarter of 2024, was primarily the result of the pre-tax gain on sale of two branch office properties of $11.6 million, which was part of a sale-leaseback transaction, and an increase in gain on sale of government guaranteed loans of $2.3 million, partially offset by a decrease in government guaranteed loan fair value gains of $3.5 million. The decrease in fair value gains on government guaranteed loans was the result of not measuring any newly originated government guaranteed loans at fair value in the fourth quarter. The increase in the fourth quarter of 2024, as compared to the fourth quarter of 2023, was the result of the pre-tax gain on sale of two branch office properties of $11.6 million and an increase in gain on sale of government guaranteed loans of $1.4 million, partially offset by a decrease in fair value gains on government guaranteed loans of $4.8 million.

Noninterest income from continuing operations was $60.5 million for the year ended 2024, which was an increase from $49.8 million for the year ended 2023. The increase was primarily the result of the pre-tax gain on sale of two branch office properties of $11.6 million and an increase in gain on sale of government guaranteed loans of $3.7 million, partially offset by a decrease in fair value gains on government guaranteed loans of $5.9 million.

Noninterest Expense

Noninterest expense from continuing operations was $15.3 million in the fourth quarter of 2024 compared to $17.1 million in the third quarter of 2024 and $18.5 million in the fourth quarter of 2023. The decrease in the fourth quarter of 2024, as compared to the prior quarter, was primarily due to a decrease in compensation expense of $0.6 million and a decrease in loan origination and collection expense of $1.2 million. The decrease in the fourth quarter of 2024, as compared to the fourth quarter of 2023, was primarily due to lower compensation expense of $1.2 million and lower loan origination and collection expenses of $2.0 million.

Noninterest expense from continuing operations was $66.8 million for the year ended 2024 compared to $67.7 million for the year ended 2023. The decrease was the result of decreases in compensation expenses of $1.2 million, loan origination and collection expense of $1.0 million, and marketing and business development expenses of $1.3 million. The decreases were partially offset by increases in data processing expenses of $1.1 million, regulatory assessments of $0.4 million, and other noninterest expenses of $0.8 million.

Balance Sheet

Assets

Total assets increased $43.2 million, or 3.5%, during the fourth quarter of 2024 to $1.29 billion, mainly due to increases in loans held for investment of $24.1 million, cash and cash equivalents of $13.4 million, and right-of-use operating lease assets of $13.8 million, partially offset by a decrease in premises and equipment of $5.5 million. The increase in the right-of-use operating lease asset and decrease in premises and equipment was primarily the result of the fourth quarter 2024 sale-leaseback transaction. Compared to the end of the fourth quarter last year, total assets increased $170.5 million, or 15.3%, driven by growth of loans held for investment of $150.8 million, higher cash and cash equivalents of $19.4 million, and an increase in right-of-use operating lease asset of $13.4 million, partially offset by a decrease in premises and equipment of $5.6 million.

Loans

Loans held for investment increased $24.1 million, or 2.3%, during the fourth quarter of 2024 and $150.8 million, or 16.5%, over the past year to $1.07 billion, due to originations in both conventional community bank loans and government guaranteed loans, partially offset by government guaranteed loan sales.

Deposits

Deposits increased $31.0 million, or 2.8%, during the fourth quarter of 2024 and increased $158.1 million, or 16.0%, from the fourth quarter of 2023, ending December 31, 2024 at $1.14 billion. During the fourth quarter, there were increases in noninterest-bearing deposit account balances of $5.7 million, interest-bearing transaction account balances of $8.9 million, and savings and money market deposit account balances of $19.1 million, partially offset by a decrease in time deposit balances of $2.7 million. The majority of the deposits are generated through the community bank in the Tampa Bay/Sarasota area. At December 31, 2024, approximately 74% of total deposits were insured by the FDIC. At times, the Bank has brokered time deposit and non-maturity deposit relationships available to diversify its funding sources. At December 31, 2024, September 30, 2024, and December 31, 2023, the Company had $112.1 million, $76.7 million, and $0.2 million, respectively, of brokered deposits.

Asset Quality

The Company recorded a provision for credit losses in the fourth quarter of $4.5 million, compared to provisions of $3.1 million for the third quarter of 2024 and $2.7 million during the fourth quarter of 2023.

The ratio of ACL to total loans held for investment at amortized cost was 1.54% at December 31, 2024, 1.48% as of September 30, 2024, and 1.64% as of December 31, 2023. The ratio of ACL to total loans held for investment at amortized cost, excluding government guaranteed loan balances, was 1.79% at December 31, 2024, 1.70% as of September 30, 2024, and 2.03% as of December 31, 2023. To date, we have not learned of a material loss to the Company as a result of the recent hurricanes. Therefore, additional loss reserves have not been deemed necessary.

Net charge-offs for the fourth quarter of 2024 were $3.4 million, which was an increase from $2.8 million for the third quarter of 2024 and $2.6 million in the fourth quarter of 2023. Annualized net charge-offs as a percentage of average loans held for investment at amortized cost were 1.34% for the fourth quarter of 2024, compared to 1.16% in the third quarter of 2024 and 1.27% in the fourth quarter of 2023. Nonperforming assets to total assets were 1.50% as of December 31, 2024, compared to 1.38% as of September 30, 2024, and 0.92% as of December 31, 2023. Nonperforming assets, excluding government guaranteed loan balances, to total assets were 1.06% as of December 31, 2024, compared to 0.88% as of September 30, 2024, and 0.74% as of December 31, 2023. As we discussed in previous quarters, the Bank developed an express modification program for SBA 7(a) borrowers to help those borrowers who are challenged with larger payments in the higher interest rate environment compared to interest rates at the time the loans were originated. To date, 496 SBA 7(a) borrowers have been offered loan modification options. These efforts have helped and are expected to continue to help reduce the risk of loss.

Capital

The Bank’s Tier 1 leverage ratio was 8.82% as of December 31, 2024, compared to 8.41% as of September 30, 2024, and 9.38% as of December 31, 2023. The CET 1 and Tier 1 capital ratio to risk-weighted assets were 10.89% as of December 31, 2024, compared to 10.14% as of September 30, 2024, and 11.77% as of December 31, 2023. The total capital to risk-weighted assets ratio was 12.14% as of December 31, 2024, compared to 11.39% as of September 30, 2024, and 13.03% as of December 31, 2023.

Liquidity

The Bank’s overall liquidity position remains strong and stable with liquidity in excess of internal minimums as stated by policy and monitored by management and the Board. The on-balance sheet liquidity ratio at December 31, 2024 was 9.17%, as compared to 9.33% at December 31, 2023. The Bank has robust liquidity resources which include secured borrowings available from the Federal Home Loan Bank, the Federal Reserve, and lines of credit with other financial institutions. As of December 31, 2024, the Bank had no borrowings from the FHLB, the FRB or other financial institutions. This compares to $10.0 million of borrowings from the FHLB and no borrowings from the FRB or other financial institutions at September 30, 2024 and December 31, 2023.

Recent Events

Share Repurchase Program

The Company announced that its Board of Directors has adopted a share repurchase program. Under the repurchase program, the Company may repurchase up to $2.0 million of the Company’s outstanding shares, over a period beginning on January 28, 2025, and continuing until the earlier of the completion of the repurchase, or December 31, 2025, or termination of the program by the Board of Directors.

First Quarter Common Stock Dividend. On January 28, 2025, BayFirst’s Board of Directors declared a first quarter 2025 cash dividend of $0.08 per common share. The dividend will be payable March 15, 2025 to common shareholders of record as of March 1, 2025. The Company has continuously paid quarterly common stock cash dividends since 2016.

Conference Call

BayFirst’s management team will host a conference call on Friday, January 31, 2025, at 9:00 a.m. ET to discuss its fourth quarter results. Interested investors may listen to the call live under the Investor Relations tab at www.bayfirstfinancial.com. Investment professionals are invited to dial (800) 549-8228 to participate in the call using Conference ID 71006. A replay of the call will be available for one year at www.bayfirstfinancial.com.

About BayFirst Financial Corp.

BayFirst Financial Corp. is a registered bank holding company based in St. Petersburg, Florida which commenced operations on September 1, 2000. Its primary source of income is derived from its wholly owned subsidiary, BayFirst National Bank, a national banking association which commenced business operations on February 12, 1999. The Bank currently operates twelve full-service banking offices throughout the Tampa Bay-Sarasota region and offers a broad range of commercial and consumer banking services to businesses and individuals. It was named the best bank in Florida in 2024, according to Forbes and was the 9th largest SBA 7(a) lender by number of units originated and 16th largest by dollar volume nationwide through the SBA’s quarter ended December 31, 2024. As of December 31, 2024, BayFirst Financial Corp. had $1.29 billion in total assets.

Forward-Looking Statements

In addition to the historical information contained herein, this presentation includes “forward-looking statements” within the meaning of such term in the Private Securities Litigation Reform Act of 1995. These statements are subject to many risks and uncertainties, including, but not limited to, the effects of health crises, global military hostilities, weather events, or climate change, including their effects on the economic environment, our customers and our operations, as well as any changes to federal, state or local government laws, regulations or orders in connection with them; the ability of the Company to implement its strategy and expand its banking operations; changes in interest rates and other general economic, business and political conditions, including changes in the financial markets; changes in business plans as circumstances warrant; risks related to mergers and acquisitions; changes in benchmark interest rates used to price loans and deposits, changes in tax laws, regulations and guidance; and other risks detailed from time to time in filings made by the Company with the SEC, including, but not limited to those “Risk Factors” described in our most recent Form 10-K and Form 10-Q. Readers should note that the forward-looking statements included herein are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements.

Contacts:
Thomas G. Zernick	Scott J. McKim
Chief Executive Officer	Chief Financial Officer
727.399.5680	727.521.7085

BAYFIRST FINANCIAL CORP.
SELECTED FINANCIAL DATA (Unaudited)

	At or for the three months ended
(Dollars in thousands, except for share data)	12/31/2024			9/30/2024			6/30/2024			3/31/2024			12/31/2023
Balance sheet data:
Average loans held for investment at amortized cost	$	1,003,867		$	948,528		$	902,417		$	855,040		$	825,196
Average total assets		1,273,296			1,228,040			1,178,501			1,126,315			1,108,550
Average common shareholders’ equity		87,961			86,381			84,948			85,385			82,574
Total loans held for investment		1,066,559			1,042,445			1,008,314			934,868			915,726
Total loans held for investment, excl gov’t gtd loan balances		917,075			885,444			844,659			776,302			698,106
Allowance for credit losses		15,512			14,186			13,843			13,906			13,497
Total assets		1,288,297			1,245,099			1,217,869			1,144,194			1,117,766
Common shareholders’ equity		94,869			86,242			84,911			84,578			84,656
Share data:
Basic earnings per common share	$	2.27		$	0.18		$	0.12		$	0.11		$	0.32
Diluted earnings per common share		2.11			0.18			0.12			0.11			0.32
Dividends per common share		0.08			0.08			0.08			0.08			0.08
Book value per common share		22.95			20.86			20.54			20.45			20.60
Tangible book value per common share ⁽¹⁾		22.95			20.86			20.54			20.45			20.60
Performance and capital ratios:
Return on average assets⁽²⁾		3.07	%		0.37	%		0.29	%		0.29	%		0.60	%
Return on average common equity⁽²⁾		42.71	%		3.48	%		2.26	%		2.06	%		6.37	%
Net interest margin⁽²⁾		3.60	%		3.34	%		3.43	%		3.42	%		3.48	%
Dividend payout ratio		3.52	%		43.98	%		68.91	%		75.27	%		25.03	%
Asset quality ratios:
Net charge-offs	$	3,369		$	2,757		$	3,261		$	3,652		$	2,612
Net charge-offs/avg loans held for investment at amortized cost⁽²⁾		1.34	%		1.16	%		1.45	%		1.71	%		1.27	%
Nonperforming loans⁽³⁾	$	17,607		$	15,489		$	12,312		$	9,877		$	9,688
Nonperforming loans (excluding gov’t gtd balance)⁽³⁾	$	13,570		$	10,992		$	8,054		$	7,568		$	8,264
Nonperforming loans/total loans held for investment⁽³⁾		1.75	%		1.62	%		1.34	%		1.15	%		1.18	%
Nonperforming loans (excl gov’t gtd balance)/total loans held for investment⁽³⁾		1.35	%		1.15	%		0.87	%		0.88	%		1.00	%
ACL/Total loans held for investment at amortized cost		1.54	%		1.48	%		1.50	%		1.62	%		1.64	%
ACL/Total loans held for investment at amortized cost, excl government guaranteed loans		1.79	%		1.70	%		1.73	%		1.88	%		2.03	%
Other Data:
Full-time equivalent employees		299			295			302			313			305
Banking center offices		12			12			12			12			11
⁽¹⁾ See section entitled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” below for a reconciliation to most comparable GAAP equivalent.
⁽²⁾ Annualized
⁽³⁾ Excludes loans measured at fair value

GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures

Some of the financial measures included in this report are not measures of financial condition or performance recognized by GAAP. These non-GAAP financial measures include tangible common shareholders’ equity and tangible book value per common share. Our management uses these non-GAAP financial measures in its analysis of our performance, and we believe that providing this information to financial analysts and investors allows them to evaluate capital adequacy.

The following presents these non-GAAP financial measures along with their most directly comparable financial measures calculated in accordance with GAAP:

Tangible Common Shareholders’ Equity and Tangible Book Value Per Common Share (Unaudited)
	As of
(Dollars in thousands, except for share data)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
Total shareholders’ equity	$	110,920		$	102,293		$	100,962		$	100,629		$	100,707
Less: Preferred stock liquidation preference		(16,051	)		(16,051	)		(16,051	)		(16,051	)		(16,051	)
Total equity available to common shareholders		94,869			86,242			84,911			84,578			84,656
Less: Goodwill		—			—			—			—			—
Tangible common shareholders’ equity	$	94,869		$	86,242		$	84,911		$	84,578		$	84,656

Common shares outstanding		4,132,986			4,134,059			4,134,219			4,134,914			4,110,470
Tangible book value per common share	$	22.95		$	20.86		$	20.54		$	20.45		$	20.60

BAYFIRST FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)	12/31/2024			9/30/2024			12/31/2023
Assets	(Unaudited)			(Unaudited)
Cash and due from banks	$	4,499		$	4,708		$	4,099
Interest-bearing deposits in banks		73,289			59,675			54,286
Cash and cash equivalents		77,788			64,383			58,385
Time deposits in banks		2,270			2,264			4,646
Investment securities available for sale, at fair value (amortized cost $40,279, $41,104, and $43,597 at December 31, 2024, September 30, 2024, and December 31, 2023, respectively)		36,291			37,984			39,575
Investment securities held to maturity, at amortized cost, net of allowance for credit losses of $12, $13, and $17 (fair value: $2,346, $2,321, and $2,263 at December 31, 2024, September 30, 2024, and December 31, 2023, respectively)		2,488			2,487			2,484
Nonmarketable equity securities		4,526			4,997			4,770
Government guaranteed loans held for sale		—			595			—
Government guaranteed loans held for investment, at fair value		60,833			86,441			91,508
Loans held for investment, at amortized cost		1,005,726			956,004			824,218
Allowance for credit losses on loans		(15,512	)		(14,186	)		(13,497	)
Net Loans held for investment, at amortized cost		990,214			941,818			810,721
Accrued interest receivable		9,155			8,537			7,130
Premises and equipment, net		33,249			38,736			38,874
Loan servicing rights		16,534			15,966			14,959
Right-of-use operating lease assets		15,814			2,018			2,416
Bank owned life insurance		26,513			26,330			25,800
Other real estate owned		132			—			—
Other assets		12,490			12,543			16,150
Assets from discontinued operations		—			—			348
Total assets	$	1,288,297		$	1,245,099		$	1,117,766
Liabilities:
Noninterest-bearing deposits	$	101,743		$	95,995		$	93,708
Interest-bearing transaction accounts		256,793			247,923			259,422
Savings and money market deposits		474,425			455,297			373,000
Time deposits		310,268			312,981			259,008
Total deposits		1,143,229			1,112,196			985,138
FHLB borrowings		—			10,000			10,000
Subordinated debentures		5,956			5,954			5,949
Notes payable		1,934			2,048			2,389
Accrued interest payable		1,036			1,114			882
Operating lease liabilities		14,510			2,271			2,619
Deferred income tax liabilities		301			1,488			482
Accrued expenses and other liabilities		10,411			7,735			8,980
Liabilities from discontinued operations		—			—			620
Total liabilities		1,177,377			1,142,806			1,017,059
Shareholders’ equity:	(Unaudited)			(Unaudited)
Preferred stock, Series A; no par value, 10,000 shares authorized, 6,395 shares issued and outstanding at December 31, 2024, September 30, 2024, and December 31, 2023; aggregate liquidation preference of $6,395 each period		6,161			6,161			6,161
Preferred stock, Series B; no par value, 20,000 shares authorized, 3,210 shares issued and outstanding at December 31, 2024, September 30, 2024, and December 31, 2023; aggregate liquidation preference of $3,210 each period		3,123			3,123			3,123
Preferred stock, Series C; no par value, 10,000 shares authorized, 6,446 shares issued and outstanding at December 31, 2024, September 30, 2024, and December 31, 2023; aggregate liquidation preference of $6,446 at December 31, 2024, September 30, 2024, and December 31, 2023		6,446			6,446			6,446
Common stock and additional paid-in capital; no par value, 15,000,000 shares authorized, 4,132,986, 4,134,059, and 4,110,470 shares issued and outstanding at December 31, 2024, September 30, 2024, and December 31, 2023, respectively		54,764			54,780			54,521
Accumulated other comprehensive loss, net		(2,956	)		(2,312	)		(2,981	)
Unearned compensation		(752	)		(978	)		(958	)
Retained earnings		44,134			35,073			34,395
Total shareholders’ equity		110,920			102,293			100,707
Total liabilities and shareholders’ equity	$	1,288,297		$	1,245,099		$	1,117,766

BAYFIRST FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
	For the Quarter Ended								Year-to-Date
(Dollars in thousands, except per share data)	12/31/2024			9/30/2024		12/31/2023			12/31/2024			12/31/2023
Interest income:	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
Loans, including fees	$	20,747		$	20,442	$	17,714		$	78,831		$	63,189
Interest-bearing deposits in banks and other		1,007			1,000		1,140			3,979			5,328
Total interest income		21,754			21,442		18,854			82,810			68,517
Interest expense:
Deposits		10,600			11,609		9,719			42,872			30,795
Other		501			384		258			1,912			1,291
Total interest expense		11,101			11,993		9,977			44,784			32,086
Net interest income		10,653			9,449		8,877			38,026			36,431
Provision for credit losses		4,546			3,122		2,737			14,726			10,445
Net interest income after provision for credit losses		6,107			6,327		6,140			23,300			25,986
Noninterest income:
Loan servicing income, net		582			918		677			3,100			2,826
Gain on sale of government guaranteed loans, net		8,425			6,143		6,977			28,252			24,553
Service charges and fees		451			447		555			1,794			1,721
Government guaranteed loans fair value gain, net		(80	)		3,416		4,697			9,843			15,718
Government guaranteed loan packaging fees		773			903		1,588			4,105			3,664
Gain on sale of premises and equipment		11,649			—		—			11,649			—
Other noninterest income		476			445		197			1,726			1,273
Total noninterest income		22,276			12,272		14,691			60,469			49,755
Noninterest Expense:
Salaries and benefits		7,351			7,878		7,446			31,063			30,973
Bonus, commissions, and incentives		1,074			1,141		2,211			4,445			5,726
Occupancy and equipment		1,217			1,248		1,150			4,848			4,758
Data processing		1,749			1,789		1,422			6,745			5,611
Marketing and business development		390			532		640			2,050			3,336
Professional services		803			853		1,070			3,882			3,657
Loan origination and collection		758			1,956		2,728			6,391			7,425
Employee recruiting and development		445			595		510			2,186			2,177
Regulatory assessments		379			309		266			1,249			881
Other noninterest expense		1,169			763		1,023			3,923			3,163
Total noninterest expense		15,335			17,064		18,466			66,782			67,707
Income before taxes from continuing operations		13,048			1,535		2,365			16,987			8,034
Income tax expense from continuing operations		3,272			398		704			4,315			2,119
Net income from continuing operations		9,776			1,137		1,661			12,672			5,915
Loss from discontinued operations before income taxes		—			—		(8	)		(92	)		(283	)
Income tax benefit from discontinued operations		—			—		(2	)		(23	)		(70	)
Net loss from discontinued operations		—			—		(6	)		(69	)		(213	)

Net income		9,776			1,137		1,655			12,603			5,702
Preferred dividends		385			385		341			1,541			965
Net income available to common shareholders	$	9,391		$	752	$	1,314		$	11,062		$	4,737
Basic earnings (loss) per common share:	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
Continuing operations	$	2.27		$	0.18	$	0.32		$	2.69		$	1.21
Discontinued operations		—			—		—			(0.01	)		(0.05	)
Basic earnings per common share	$	2.27		$	0.18	$	0.32		$	2.68		$	1.16

Diluted earnings (loss) per common share:
Continuing operations	$	2.11		$	0.18	$	0.32		$	2.64		$	1.17
Discontinued operations		—			—		—			(0.02	)		(0.05	)
Diluted earnings per common share	$	2.11		$	0.18	$	0.32		$	2.62		$	1.12

Loan Composition

(Dollars in thousands)	12/31/2024			9/30/2024			6/30/2024			3/31/2024			12/31/2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Real estate:
Residential	$	330,870		$	321,740		$	304,234		$	285,214		$	264,126
Commercial		305,721			292,026			288,185			273,227			293,595
Construction and land		32,914			33,784			35,759			36,764			26,272
Commercial and industrial		226,522			200,212			192,140			182,264			177,566
Commercial and industrial – PPP		941			1,656			2,324			2,965			3,202
Consumer and other		93,826			92,546			85,789			63,854			47,287
Loans held for investment, at amortized cost, gross		990,794			941,964			908,431			844,288			812,048
Deferred loan costs, net		19,499			18,060			17,299			16,233			14,707
Discount on government guaranteed loans		(8,306	)		(7,880	)		(7,731	)		(7,674	)		(7,040	)
Premium on loans purchased, net		3,739			3,860			4,173			4,252			4,503
Loans held for investment, at amortized cost, net		1,005,726			956,004			922,172			857,099			824,218
Government guaranteed loans held for investment, at fair value		60,833			86,441			86,142			77,769			91,508
Total loans held for investment, net	$	1,066,559		$	1,042,445		$	1,008,314		$	934,868		$	915,726

Nonperforming Assets (Unaudited)

(Dollars in thousands)	12/31/2024			9/30/2024			6/30/2024			3/31/2024			12/31/2023
Nonperforming loans (government guaranteed balances), at amortized cost, gross	$	4,037		$	4,497		$	4,258		$	2,309		$	1,424
Nonperforming loans (unguaranteed balances), at amortized cost, gross		13,570			10,992			8,054			7,568			8,264
Total nonperforming loans, at amortized cost, gross		17,607			15,489			12,312			9,877			9,688
Nonperforming loans (government guaranteed balances), at fair value		—			24			341			94			—
Nonperforming loans (unguaranteed balances), at fair value		1,490			1,535			1,284			729			648
Total nonperforming loans, at fair value		1,490			1,559			1,625			823			648
OREO		132			—			1,633			404			—
Repossessed assets		36			94			—			—			—
Total nonperforming assets, gross	$	19,265		$	17,142		$	15,570		$	11,104		$	10,336
Nonperforming loans as a percentage of total loans held for investment⁽¹⁾		1.75	%		1.62	%		1.34	%		1.15	%		1.18	%
Nonperforming loans (excluding government guaranteed balances) to total loans held for investment⁽¹⁾		1.35	%		1.15	%		0.87	%		0.88	%		1.00	%
Nonperforming assets as a percentage of total assets		1.50	%		1.38	%		1.28	%		0.97	%		0.92	%
Nonperforming assets (excluding government guaranteed balances) to total assets		1.06	%		0.88	%		0.82	%		0.70	%		0.74	%
ACL to nonperforming loans⁽¹⁾		88.10	%		91.59	%		112.44	%		140.79	%		139.32	%
ACL to nonperforming loans (excluding government guaranteed balances)⁽¹⁾		114.31	%		129.06	%		171.88	%		183.75	%		163.32	%

⁽¹⁾ Excludes loans measured at fair value

Note: Transmitted on Globe Newswire on January 30, 2025, at 4:00 p.m. ET.

MIL-OSI: Diamondback Energy, Inc. Announces Drop Down Transaction

Source: GlobeNewswire (MIL-OSI)

MIDLAND, Texas, Jan. 30, 2025 (GLOBE NEWSWIRE) — Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback” or the “Company”) today announced that it has entered into a definitive purchase agreement with Viper Energy, Inc. (“Viper”), a subsidiary of Diamondback, to sell certain mineral and royalty interests from subsidiaries of Diamondback for $1 billion in cash and approximately 69.6 million units of Viper’s operating subsidiary (“OpCo”, and such units the “OpCo Units”) in a drop down transaction (“Drop Down”). The tax advantaged OpCo units, which will be issued together with an equal number of shares of Class B common stock of Viper, are exchangeable for shares of Class A common stock of Viper.

Based on the volume weighted average sales price of Viper’s common stock for the 30-trading day period ending on January 24, 2025 of $49.55, the transaction is valued at a total of $4.45 billion. Viper expects to fund the cash portion of this transaction through a combination of cash on hand, borrowings under Viper’s credit facility, and proceeds from one or more capital markets transactions, subject to market conditions and other factors.

“This Drop Down transaction with Viper is a major milestone in the continued synergy capture and execution of corporate development objectives related to the Endeavor transaction,” stated Travis Stice, Chairman and Chief Executive Officer of Diamondback. “Additionally, the Drop Down will accelerate debt reduction and increase Diamondback’s exposure to Viper’s differentiated growth profile and market-leading minerals position.”

Timing and Approvals

Diamondback expects the transaction to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and approval of the transaction by Viper’s stockholders.

Advisors

RBC Capital Markets is serving as financial advisor to Diamondback. Kirkland & Ellis LLP is acting as legal advisor to Diamondback.

Evercore is acting as financial advisor to the Audit Committee of Viper’s Board of Directors. Hunton Andrews Kurth LLP is acting as legal advisor to Viper’s Audit Committee.

About Diamondback

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Diamondback’s: future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the recently completed Endeavor merger, the Drop Down transaction and other acquisitions or divestitures); and plans and objectives of management (including plans for future cash flow from operations) are forward-looking statements. When used in this news release, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Diamondback are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine and the Israel-Hamas war on the global energy markets and geopolitical stability; instability in the financial markets; inflationary pressures; higher interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change; those risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, and those risks disclosed in its subsequent filings on Forms 10-Q and 8-K, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

Additional Information about the Drop Down and Where to Find It

In connection with the Drop Down, Viper expects to file relevant materials with the SEC including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Viper will mail the definitive proxy statement to each Viper stockholder entitled to vote at the special meeting relating to the Drop Down. This document is not a substitute for the proxy statement or for any other document that Viper may file with the SEC and send to its stockholders in connection with the Pending Drop Down. INVESTORS AND STOCKHOLDERS IN VIPER ARE URGED TO CAREFULLY READ THE VIPER PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE DROP DOWN THAT VIPER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement, and other relevant materials in connection with the Drop Down (when they become available) and any other documents filed by Viper with the SEC, may be obtained free of charge at the SEC’s website www.sec.gov. Copies of the documents filed with the SEC by Viper will be available free of charge on Viper’s website at www.viperenergy.com/investors.

Participants in the Solicitation

Viper and its directors and executive officers, and Diamondback as its parent and major stockholder, may be deemed, under SEC rules, to be participants in the solicitation of proxies from Viper’s stockholders in connection with the Drop Down. Information about the directors and executive officers of Viper and, as applicable, about Diamondback, is set forth in (i) in Viper’s proxy statement for its 2024 annual meeting, including under the headings “Proposal 1—Election of Directors”, “Executive Officers”, “Compensation Discussion and Analysis”, “Compensation Tables”, “Stock Ownership” and “Certain Relationships and Related Transactions,” which was filed with the SEC on April 25, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1602065/000119312524113976/d796418ddef14a.htm, (ii) Viper’s Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on February 22, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1602065/000160206524000010/vnom-20231231.htm and (iii) subsequent statements of changes in beneficial ownership on file with the SEC.

Additional information about Diamondback may be found in Diamondback’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed by Diamondback with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

Additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials filed by Viper with the SEC when they become available. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Viper’s website at www.viperenergy.com/investors.

No Offer or Solicitation

This document does not constitute an offer to sell or the solicitation of an offer to buy 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.

Diamondback Investor Contact:

Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com

MIL-OSI: Viper Energy, Inc., A Subsidiary of Diamondback Energy, Inc., Announces Drop Down Transaction and Operations Update

Source: GlobeNewswire (MIL-OSI)

MIDLAND, Texas, Jan. 30, 2025 (GLOBE NEWSWIRE) — Viper Energy, Inc. (NASDAQ:VNOM) (“Viper” or the “Company”), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG) (“Diamondback”), today provided an update on Q4 2024 financial and operating results.

FOURTH QUARTER HIGHLIGHTS

Q4 2024 average daily production of 29,859 bo/d (56,109 boe/d)
Q4 2024 average unhedged realized prices of $69.91 per barrel of oil, $0.84 per Mcf of natural gas, and $22.15 per barrel of natural gas liquids
During the fourth quarter of 2024, the Company recorded total operating income of $228.7 million
Declared Q4 2024 combined base-plus-variable dividend of $0.65 per Class A common share; payable on March 13, 2025 to Class A shareholders of record at the close of business on March 6, 2025

Additionally, the Company announced today it and its operating subsidiary Viper Energy Partners LLC (“OpCo”) have entered into a definitive purchase and sale agreement to acquire all of the equity interests of certain mineral and royalty-interest owning subsidiaries of Diamondback in exchange for $1.0 billion of cash and approximately 69.6 million OpCo units (along with an accompanying equal amount of Class B common stock of the Company), subject to customary adjustments (the “Drop Down”). The transaction was negotiated for the Company by the Audit Committee of its Board of Directors, which consists solely of independent directors and is appointed by the Board of Directors to oversee all related party transactions. The cash portion of this transaction is expected to be funded through a combination of cash on hand, borrowings under the Company’s credit facility, and proceeds from one or more capital markets transactions, subject to market conditions and other factors. The Company expects the transaction to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions, including the approval of the transaction by a majority of the Company’s stockholders not affiliated with Diamondback.

The Company today also announced it and OpCo have entered into a separate definitive purchase and sale agreement to acquire certain mineral and royalty interests from Morita Ranches Minerals LLC in exchange for approximately $211 million of cash and approximately 2.4 million OpCo units (along with an accompanying equal amount of Class B common stock of the Company), subject to customary adjustments (the “Quinn Ranch Acquisition” and together with the Drop Down, the “Pending Acquisitions”). The cash portion of this transaction is expected to be funded through a combination of cash on hand and borrowings under the Company’s credit facility. The Company expects the transaction to close during the first quarter of 2025, subject to customary closing conditions.

PENDING ACQUISITIONS COMBINED HIGHLIGHTS

Approximately 23,100 net royalty acres (“NRAs”) in the Midland Basin; additional acreage in the Delaware and Williston Basins (approximately 1,700 NRAs combined)
Diamondback operates >70% of the Midland Basin NRAs with an approximately 5.0% average net revenue interest (“NRI”) across high-quality and largely undeveloped acreage
Expected average daily oil production for full year 2025 of approximately 18,000 bo/d (32,000 boe/d); includes contribution from Diamondback’s expected development plan (11.0-12.0 net 100% royalty interest wells) and 6.7 net existing DUCs and permits operated by third party operators
Viper currently expects Diamondback to complete roughly 300-325 gross locations on the acquired properties in 2026 with an estimated average ~6.0% NRI; expected to drive an increase in Diamondback-operated production from an average of approximately of 11,000 bo/d in 2025 to approximately 14,000 bo/d in 2026
Third party operated acreage located primarily in Martin, Midland, and Reagan counties; ExxonMobil (~35% of third party operated acreage) is the largest operator with diversified exposure to other leading well-capitalized operators in the Midland Basin
Substantial near and long-term financial accretion; expected to be >10% accretive to cash available for distribution per Class A share immediately upon closing
Each of the Pending Acquisitions has an effective date of January 1, 2025

PRO FORMA VIPER HIGHLIGHTS

Giving effect to only the assumed closing of the Quinn Ranch Acquisition during Q1 2025, initiating average daily production guidance for Q1 2025 of 30,000 to 31,000 bo/d (54,000 to 56,000 boe/d)
Upon the assumed closing of the Drop Down during Q2 2025, expect average daily production for the balance of 2025 in the range of 47,000 to 49,000 bo/d (85,000 to 88,000 boe/d); the midpoint is approximately 61% higher than standalone Viper’s Q4 2024 average daily oil production
Based on Diamondback’s expected development plans, Viper expects its Diamondback-operated production to increase to approximately 31,000 bo/d in 2026, up from approximately 27,000 bo/d on a pro forma basis in 2025
Viper expects to own an interest in approximately 75% of the total amount of gross wells that Diamondback would plan to develop over the next five years at today’s activity levels; expect to own an estimated ~6.0% NRI in these wells
Total inventory of Diamondback-operated locations with a greater than 10% IRR at $50 WTI of approximately 334 net locations
Approximately 60,200 NRAs in the Permian Basin, approximately 36,300 of which are operated by Diamondback; represents increases of approximately 70% and 90%, respectively
Maintaining return of capital commitment of at least 75% of cash available for distribution
Conservative leverage of <1.0x expected at year-end 2025 based on current commodity prices

“We are excited to announce today the highly anticipated, transformative Drop Down transaction between Viper and Diamondback. This transaction, combined with the Quinn Ranch Acquisition, furthers Viper’s alignment with Diamondback’s expected development plan and positions Viper to continue to deliver organic growth driven by the Diamondback drillbit for multiple years ahead. The pro forma size and scale provided to Viper, and the continued support of our parent company, meaningfully enhances the unmatched advantage Viper has in the minerals and royalty market,” stated Travis Stice, Chief Executive Officer of Viper.

Mr. Stice continued, “In addition to being immediately accretive to all relevant financial metrics, this conservatively financed transaction also reduces Viper’s pro forma leverage to below 1.0x. Looking ahead, Viper’s leading scale and fortress balance sheet will enable the Company to continue to opportunistically consolidate the highly fragmented minerals market through a disciplined and focused approach.”

Advisors

Evercore is serving as financial advisor to the Audit Committee of Viper’s Board of Directors and Hunton Andrews Kurth LLP is serving as the Audit Committee’s legal advisor for the Drop Down.

RBC Capital Markets is serving as financial advisor to Diamondback and Kirkland & Ellis LLP is serving as its legal advisor for the Drop Down.

For the Quinn Ranch Acquisition, Akin Gump Strauss Hauer & Feld LLP is serving as Viper’s legal advisor and Vinson & Elkins LLP is serving as legal advisor for Morita Ranches Minerals LLC.

About Viper Energy, Inc.

Viper is a corporation formed by Diamondback to own, acquire and exploit oil and natural gas properties in North America, with a focus on owning and acquiring mineral and royalty interests in oil-weighted basins, primarily the Permian Basin. For more information, please visit www.viperenergy.com.

About Diamondback Energy, Inc.

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the federal securities laws, which involve certain risks, uncertainties and assumptions that could cause the results to differ materially from those expected by the management of Viper. All statements, other than historical facts, that address activities that Viper assumes, plans, expects, believes, intends or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events, including specifically the statements regarding the pending acquisitions discussed in this news release and any potential capital markets transactions and other funding sources for the pending acquisitions, as well as statements regarding the pro forma results for the pending acquisitions and Viper’s operating and financial expectations following those acquisitions, including existing and future production on the mineral and royalty acreage subject to the pending acquisitions and Diamondback’s plans with respect to such Diamondback-operated acreage.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following: the completion of the pending acquisitions on anticipated terms and timing or at all, including obtaining the requisite regulatory and stockholder approvals for the Pending Drop Down, the satisfaction of other conditions to the pending acquisitions, uncertainties as to whether the pending acquisitions, if consummated, will achieve their anticipated benefits within the expected time periods or at all, and those risks described in Item 1A of Viper’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, subsequent Forms 10-Q and 8-K and other filings Viper makes with the SEC, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Viper’s website at www.viperenergy.com/investor-overview, as well as those risks that will be more fully described in the definitive proxy statement on Schedule 14A that is intended to be filed with the SEC in connection with the Pending Drop Down.

In light of these factors, the events anticipated by Viper’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Viper conducts its business in a very competitive and rapidly changing environment and new risks emerge from time to time. Viper cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this news release or, if earlier, as of the date they were made. Viper does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

Additional Information about the Pending Drop Down and Where to Find It

In connection with the Pending Drop Down, Viper expects to file relevant materials with the SEC including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Viper will mail the definitive proxy statement to each stockholder entitled to vote at the special meeting relating to the Pending Drop Down. This news release is not a substitute for the proxy statement or for any other document that Viper may file with the SEC and send to its stockholders in connection with the Pending Drop Down. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PENDING DROP DOWN THAT VIPER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement, and other relevant materials in connection with the Pending Drop Down (when they become available) and any other documents filed by Viper with the SEC, may be obtained free of charge at the SEC’s website www.sec.gov. Copies of the documents filed with the SEC by Viper will be available free of charge on Viper’s website at www.viperenergy.com/investor-overview.

Participants in the Solicitation

Viper and its directors and executive officers, and Diamondback as its parent and major stockholder, may be deemed, under SEC rules, to be participants in the solicitation of proxies from Viper’s stockholders in connection with the Pending Drop Down. Information about the directors and executive officers of Viper and, as applicable, about Diamondback, is set forth in (i) in Viper’s proxy statement for its 2024 annual meeting, including under the headings “Proposal 1—Election of Directors”, “Executive Officers”, “Compensation Discussion and Analysis”, “Compensation Tables”, “Stock Ownership” and “Certain Relationships and Related Transactions,” which was filed with the SEC on April 25, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1602065/000119312524113976/d796418ddef14a.htm, (ii) Viper’s Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on February 22, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1602065/000160206524000010/vnom-20231231.htm and (iii) subsequent statements of changes in beneficial ownership on file with the SEC.

Additional information about Diamondback may be found in Diamondback’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed by Diamondback with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

Additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials filed with the SEC when they become available. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Viper’s website at www.viperenergy.com/investor-overview.

No Offer or Solicitation

This news release does not constitute an offer to sell or the solicitation of an offer to buy 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.

Investor Contact:

Austen Gilfillian
+1 432.221.7420
agilfillian@diamondbackenergy.com

Source: Viper Energy, Inc.; Diamondback Energy, Inc.

MIL-OSI USA: Tillis Introduces Kash Patel at Nomination Hearing to be Director of the FBI

US Senate News:

Source: United States Senator for North Carolina Thom Tillis

WASHINGTON, D.C. – Today, Senator Thom Tillis, a member of the Senate Judiciary Committee, introduced Kash Patel at his nomination hearing before the Senate Judiciary Committee to be the Director of the Federal Bureau of Investigation (FBI).

Watch the introduction here.

Read Senator Tillis’ statement below:

Chairman Grassley, Ranking Member Durbin and my colleagues on the Senate Judiciary Committee, it’s my honor to introduce Kash Patel, President Trump’s nominee to be FBI Director. I’ve completed due diligence on his life and career, and I’m convinced Kash possesses significant expertise and an ironclad commitment to justice. I have concluded he’s an outstanding choice to lead the FBI.

Kash’s parents are Indian immigrants of Gujarati ancestry. The Gujarat state is a melting pot of religions, including Hinduism, Islam, and Jainism, with temples, mosques, and other religious sites scattered across the state. His father was raised in Uganda, but his family fled the country to escape repression under Idi Amin. His mother was born and raised in Tanzania. They met and married in India and ultimately made their way to New York City by way of Canada, where his parents along with 7 brothers and sisters, their spouses, and at least a half dozen kids lived under the same roof. His parents raised Kash in the Hindu faith, and they instilled in him the values of hard work and education. Kash is a devout Hindu, and consistent with his faith, he has shown respect to people of all faiths.

Kash attended the University of Richmond, where he earned his bachelor’s degree in criminal justice and history. He went to Pace University School of Law, where he earned his JD and an International Law Certificate from the University College of London, Faculty of Laws.

Kash began his career as a public defender in Florida where he led or co-led more than 60 jury trials to verdict in state and federal courts. Kash has clearly demonstrated devotion to upholding the rule of law and defending the rights of individuals.

Kash led the defense of Jose Buitrago in United States v. Buitrago, a high-profile drug case in Florida in 2015. Buitrago was one of the Colombian nationals arrested in a major drug bust involving Operation BACRIM. Kash and his co-counsel successfully argued that key evidence was withheld by the prosecution, leading to Buitrago’s release. I suspect some of Kash’s disdain for prosecutorial misconduct stems from this firsthand experience.

Kash was hired as senior counsel on the House Permanent Select Committee on Intelligence in 2017. He told me he distinctly remembers my friend Trey Gowdy’s comment shortly after they were introduced. He said, “Kash, Congress is where righteous investigations go to die, I hope you’re ready.” Kash wasready and he went on to establish a solid reputation for pursuing the facts. From there, he held senior posts at the NSC, DoD, and DNI.

Since leaving the administration after 2020, Kash has written articles and books on national security, law, and governance. Through his work as an author, Kash continues to advocate for justice and transparency and to be ever vigilant in defending our great democracy and the rule of law.

Colleagues, I’ve created a Kash BINGO that is available to any of my colleagues who would like on the other side of the aisle. Some may view this as an unserious caricature and not appropriate for this committee, but sadly I consider it a serious caricature of what I expect to be witnessed today. I think we will have words like “enemies list” and “deep state”, but the fact of the matter is some people will be here to substantiate a false narrative. At worst, they may just be going through an unfounded litany of quote and half quote and half-truths, some that have already been dispelled in the Chairman’s opening statement.

In my 10 years in the Senate, I hope I have established a reputation for being fair, doing my homework, and taking tough positions that have been met with harsh criticism. Heck, I’ve been censured by my party for taking tough positions, and I stand by those positions today and my position to support Kash Patel.

When President Trump announced his intent to nominate Kash, I contacted Trey Gowdy and others who’ve worked with Kash, and they gave glowing recommendations. So, I called Kash on December 2^nd and offered to help with his nomination. Since then, we’ve spent hours together in person and on the phone.

I’ve asked him difficult questions and I’ve urged him to reach out to members across the aisle. He’s met with 60 members of the U.S. Senate, including several members of this committee.

Chair Grassley, Ranking Member Durbin, friends, and colleagues on the committee. I’ve completed my due diligence on Kash Patel, and I am honored to provide my strongest recommendation for his confirmation.

MIL-OSI USA: Under questioning from Senator Coons, FBI Director nominee Patel refuses to assert FBI’s independence or demonstrate willingness to resign over illegal directives

US Senate News:

Source: United States Senator for Delaware Christopher Coons

WASHINGTON – U.S. Senator Chris Coons (D-Del.) questioned President Donald Trump’s nominee for FBI Director, Kash Patel, at his Senate Judiciary Committee confirmation hearing today, where he pressed him on whether his allegiance to President Trump would mean the end of the Bureau’s independence and whether he’d resign if asked by the White House to do something illegal.

Senator Coons pressed Patel on several issues at the hearing today. Under questioning, Patel stated that, as FBI Director, he would answer to the President. In contrast, Attorney General nominee Pam Bondi said that, if confirmed, she would answer directly to the Constitution and the American people.

Senator Coons also asked Patel, as he asked FBI Directors Chris Wray and James Comey during their own confirmations, about whether Patel would resign rather than carry out an illegal order from Trump, as Wray and Comey committed to doing. Patel repeatedly refused to make the same commitment.

A video and full transcript of Senator Coons’ comments are available below.

WATCH HERE.

Sen. Coons: We had a constructive conversation last week, I appreciate your taking the time. In particular, a conversation about the prosecution of the World Cup bombing in Uganda that took the life of a Delawarean whose family I knew, I found moving. But the role you have been nominated for is central – central to our security as a nation, central to the protection of our constitutional rights, and I voted to confirm Trump’s previous FBI director, Chris Wray. I believe he’s lived up to the bureau’s motto of serving with fidelity, bravery and integrity, and I also think my vote for him and for many of Trump’s cabinet in the first term shows I take my constitutional advice and consent rule seriously and do not reflexively vote against his nominees.

I look at three factors when I assess a nominee. Qualifications and experience; policy views and whether they are in the best interest of the American people; and character and capacity to do the job independently where called for. My colleagues have referenced quotes from Attorney General Barr, National Security Advisor Bolton.

The FBI is enormous: 38,000 agents, $9 billion budget. I am troubled by your lack of senior law enforcement leadership. We disagree on some important policy views. But the thing that bothers me the most is a whole series of statements you have made in a variety of settings that suggest you would struggle to be independent from White House direction or control, as has long been the modern history of the FBI.

Who does the director of the FBI work for, Mr. Patel?

Mr. Patel: Senator, thank you for that question. The immediate report for the Director of the FBI is into the Office of the Deputy Attorney General. Then, that report is taken into the Office of the Attorney General and ultimately the White House in the chain of command there.

Sen. Coons: So the FBI works for the White House?

Mr. Patel: No, the FBI is a member of the Department of Justice, and has been the long-standing application—

Sen Coons: And who does the Department of Justice work for?

Mr. Patel: They are in the executive branch, as all members do at the White House.

Sen. Coons: Attorney General Bondi gave a different answer when I asked her the same question— that they work for the Constitution and the American people. President Trump has made clear in public statements he wants to use the FBI to persecute political adversaries. He has publicly said that folks ranging from Liz Cheney, to Adam Kinzinger, to former Vice President Harris should be investigated and criminally prosecuted. If President Trump were to order you to open an investigation into any of these individuals, let’s say, Vice President Harris, would you?

Mr. Patel: Senator, this question speaks directly to my ability to leave political bias and allow independent behavior to be the only guiding light. As a public defender, I learned that in the harshest of arenas. And any law enforcement investigation, if I’m confirmed at the FBI, will only be launched on the following qualification: a factual, articulatable, legal basis to do so. The president has said publicly that he will allow the FBI to remain independent, and I have said as much as well.

Sen. Coons: So, if FBI agents brought to you a factual legal basis, a predication, and you are about to refer it to a prosecutor, and you get a call from the White House saying, “don’t proceed, this is a major donor, this is someone close to the president, this is inappropriate.” What would you do?

Mr. Patel: Simple. You – I think you answered it partially in your, in your question. The line agents, the brick agents who are trained to bring investigations on behalf of the FBI will make that decision-making process, and they will only have my full support so long as it upholds absolutely every value of the Constitution, and that’s it.

Sen. Coons: So your predecessor – I went back and looked, and I asked the same questions of Director Comey and Director Wray. Director Wray, quoting former Attorney General Bell, said you should be willing to resign if necessary over conduct if you are pressed to engage in it that’s unethical, illegal or unconstitutional. If pressed by the president, would you resign?

Mr. Patel: Senator, my answer simply is I would never do anything unconstitutional or unlawful, and I never have in my 16 years of government service.

Sen. Coons: Would you be willing to resign the post of FBI Director if pressed and given no choice but to obey the order or resign?

Mr. Patel: Senator, I will always obey the law.

Sen. Coons: Does obeying the law require you to – as Attorney General Bell said, as FBI Director Wray said – refuse the order or resign?

Mr. Patel: I don’t – I’m not familiar with the extent of the law you are referring to, but my answer is simple in my 16 years of government service. We will simply follow the law, and I have done that in Obama Justice Department [sic], Republican Justice Departments, in the Obama military, in Republican civilian capacity. I have never once wavered from my constitutional oath of office.

Sen. Coons: Mr. Patel, your predecessors in this role have been clear that they would be willing to resign if forced or directed to do something unethical or illegal. I’ll proceed.

One of your past statements that is concerning me – it’s both a post on Truth Social and something you said in a podcast, The Sean Morgan Report: that your predecessor, Chris Wray, has broken the law. We need to prosecute him. The FBI should go after people like him. And the month before this, in July 2023, you said there should be a criminal referral for FBI Director Wray. If confirmed, are you going to follow through on these previous statements that Director Wray needs to be prosecuted?

Mr. Patel: Senator, this reminds me of the conversation you and I had, which I greatly appreciated. There is enough violent crime in this country, and enough national security threats to this country, that the FBI is going to be busy going forward preventing 100,000 overdoses, 100,000 rapes, and 17,000 homicides.

Sen. Coons: We agree that prosecuting violent crimes should be the principal focus of the FBI. What I’m trying to get to, Mr. Patel, is a whole series of very troubling – to me and many others – statements you’ve made about instead using it to pursue those who might be viewed as political opponents.

Mr. Patel: And as I told you in your office, I have no interest, no desire, and will not if confirmed, go backwards. There will be no politicization at the FBI, there will be no retributive actions taken by any FBI, should I be confirmed as the FBI director. I told you that in your office, and I will tell you that again today.

Sen. Coons: Thank you for that statement. As the Co-chair of the Law Enforcement Caucus with Senator Cornyn, one of the things I’ve worked hard on and I hope to continue to being able to work hard on with this administration is partnership between federal, state, and local law enforcement to pursue violent crime. You did say, as my colleague asked, and I’d look for a longer answer, that you want to close the FBI’s bureau headquarters on day one.

How would shutting down the FBI headquarters impact its ability to prosecute violent crime and drug traffickers? How is that possibly a serious proposal, Mr. Patel?

Mr. Patel: Thank you for bringing that up and allowing me to answer. It was to highlight the significantly greater point that I was actually making in that interview, which is well documented over and over again. 38,000 FBI employees – 7,500 FBI employees work in the Washington field office and Hoover Building alone. If you increase the aperture just slightly to encompass the National Capital Region, that is 11,000 FBI employees working in the National Capital Region. A third of the workforce for the FBI works in Washington, D.C. I am fully committed to having that workforce go out into the interior of the country where I live, west of the Mississippi, and work with sheriff’s departments and local officers and having one agent prevent one homicide and having one agent in Washington prevent one rape, and I will do that over and over and over again, because the American people deserve the resources not in Washington D.C., but in the rest of the country.

Sen. Coons: And Mr. Patel, frankly, if that had been your statement, that would be something that would be defensible. It’s the rest of it, saying you’re going to turn it into a Museum of the Deep State, that causes repeated questions and concerns from people like myself. Thank you, Mr. Patel.

MIL-OSI USA: In Intelligence Hearing, King Raises Questions About Director of National Intelligence Nominee’s Judgement

US Senate News:

Source: United States Senator for Maine Angus King
WASHINGTON, D.C. — In an open cabinet confirmation hearing of the Senate Select Committee on Intelligence (SSCI) considering the nomination of former Congresswoman Tulsi Gabbard for Director of National Intelligence, U.S. Senator Angus King (I-ME) questioned the candidate’s decision-making in the past. In the conversation with Gabbard, King questioned her about a House resolution she introduced in 2020 calling for all charges to be dropped against Edward Snowden, a former National Security Agency (NSA) intelligence contractor who was indicted on espionage charges before fleeing to Russia where he was granted asylum.
“You introduced a bill in 2020 that was essentially a pardon. It basically said all charges should be dropped. You had a lot of ‘whereas’s’ is in that bill, where did the factual basis for those whereas clauses come from,” asked Senator King.
“Senator if I recall, in that bill, came from publicly available information,” said Gabbard.
“I see. And were you aware that there was a bipartisan committee report from the House Intelligence Committee in 2016 on Snowden activities,” questioned Senator King.
“I don’t recall specifically at that time, but I am aware of that committee’s report and executive summary that was reported publicly. I did not have access to the classified report that that summary was based on,” replied Gabbard.
“Did you read that report prior to filing your bill in 2020,” asked Senator King.
“Senator, I don’t recall specifically. I remember reading a lot of materials prior to filing that bill,” responded Gabbard.
“Well, the bipartisan committee report, the first item: ‘Edward Snowden perpetrated the largest and most damaging public release of classified information in U.S. intelligence history and goes on to say Snowden caused tremendous damage to national security, and the vast majority of the documents he stole have nothing to do with programs impacting individual privacy.’ But you don’t recall ever seeing the work of that committee,” asked Senator King.
“I’m aware of those conclusions drawn,” said Gabbard.
“You are aware now; were you aware at the time,” questioned Senator King “You introduced a bill in Congress, along with Congressman Matt Gaetz, to essentially pardon him, so he broke the law, but it wasn’t all that serious. Is that what you thought in 2020.”
“I take very seriously upholding our Constitution, and have sworn an oath to support and defend that Constitution over eight times in my life, my statements in the past have been reflective of the egregious and illegal programs that were exposed in that leak,” replied Gabbard.
“But you ignore the vast majority, as the committee found bipartisan. I think Devin Nunes was the chair. Adam Schiff was the Vice Chair. The conclusion was that the vast majority of these things that he released had nothing to do with Constitutional rights, the Fourth Amendment, but indeed were enormous compromises of our national security,” said Senator King.
A member of the Senate Select Committee on Intelligence and the Senate Armed Services Committee, Senator King is recognized as a thoughtful voice on national security and foreign policy issues. In addition to his committee work, Senator King serves on the Congressional-Executive Commission on China, the Senate North Atlantic Treaty Organization (NATO) Observer Group, and is co-chair of the Cyberspace Solarium Commission — which has had dozens of recommendations become law. He has introduced bipartisan legislation to establish a commission tasked with developing a comprehensive whole-of-government approach for how the United States should address the economic, security and diplomatic challenges posed by China.
Recently, Senator King published an Op-Ed and spoke with CNN regarding his positions on the advise and consent process of Cabinet-Level nominees.

MIL-OSI Security: FBI Washington Field Office Update on Aviation Incident at Ronald Reagan Washington National Airport

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

The FBI Washington Field Office continues to support our partners in the aftermath of yesterday’s aviation incident at Ronald Reagan Washington National Airport. Members of our National Capital Response Squad—including our Evidence Response Team, Rapid Deployment Team, and Underwater Search and Evidence Response Team—have deployed to support recovery efforts. The FBI will continue to assist the National Transportation Safety Board with recovery operations and the investigation into the cause of this tragic incident.

MIL-OSI Security: Cybercrime websites selling hacking tools to transnational organized crime groups seized

Source: Office of United States Attorneys

HOUSTON – A total of 39 domains and their associated servers have been seized in a coordinated effort involving an international disruption of a Pakistan-based network of online marketplaces selling hacking and fraud-enabling tools a group known as Saim Raza (aka HeartSender) operated, announced U.S. Attorney Nicholas J. Ganjei along with Supervisory Official Antoinette T. Bacon of the Justice Department’s Criminal Division and Special Agent in Charge Douglas Williams of the FBI.

The seizures occurred Jan. 29 and were conducted in coordination with the Dutch National Police.

According to the affidavit filed in support of these seizures, Saim Raza has used these cybercrime websites since at least 2020 to sell phishing toolkits and other fraud-enabling tools to transnational organized crime groups who used them to target numerous victims in the United States, resulting in over $3 million in victim losses.

“Almost everyone has a friend or loved one that has been affected by these types of computer hacks,” said Ganjei. “These scams not only target businesses but individuals as well and cause significant hardship to the victims. Even though these people reside abroad, the use of these websites made it easy for them to spread their malicious hacking tools for a fee. However, today we have significantly disrupted their ability to harm others.”

The Saim Raza-run websites operated as marketplaces that advertised and facilitated the sale of tools such as phishing kits, scam pages and email extractors often used to build and maintain fraud operations. Not only did Saim Raza make these tools widely available on the open internet, it also trained end users on how to use the tools against victims by linking to instructional YouTube videos on how to execute schemes using these malicious programs, making them accessible to criminal actors that lacked this technical criminal expertise. The group also advertised its tools as “fully undetectable” by antispam software.

The transnational organized crime groups and other cybercrime actors who purchased these tools primarily used them to facilitate business email compromise schemes wherein the cybercrime actors tricked victim companies into making payments to a third party. Those payments would instead be redirected to a financial account the perpetrators controlled, resulting in significant losses to victims. These tools were also used to acquire victim user credentials and utilize those credentials to further these fraudulent schemes. The seizure of these domains is intended to disrupt the ongoing activity of these groups and stop the proliferation of these tools within the cybercriminal community.

The FBI Houston Field Office is conducting the investigation. The Justice Department appreciates the cooperation and significant assistance law enforcement partners in the Netherlands have provided.

Assistant U.S. Attorney Rodolfo Ramirez and Trial Attorney Gaelin Bernstein of the Criminal Division’s Computer Crime and Intellectual Property Section are prosecuting the case.

MIL-OSI: Oak Ridge Financial Services, Inc. Announces Fourth Quarter and Full Year of 2024 Results, Quarterly Cash Dividend of $0.12 Per Share

Source: GlobeNewswire (MIL-OSI)

OAK RIDGE, N.C., Jan. 30, 2025 (GLOBE NEWSWIRE) — Oak Ridge Financial Services, Inc. (“Oak Ridge”; or the “Company”) (OTCPink: BKOR), the parent company of Bank of Oak Ridge (the “Bank”), announced unaudited financial results for the fourth quarter and full year of 2024, and a quarterly cash dividend of $0.12 per share.

Full Year 2024 Highlights

Earnings per share of $2.06 for 2024, compared to $2.10 for 2023.
Return on equity of 9.27% for 2024, compared to 10.38% for 2023.
Dividends declared per common share of $0.44 for 2024, compared to $0.30 for 2023.
Tangible book value per common share of $23.02 as of year-end 2024, compared to $22.78 at the end of the prior quarter-end, and $21.36 as of year-end 2023.
Net interest margin of 3.83% for 2024, compared to 3.86% for 2023.
Efficiency ratio of 67.7% for 2024, compared to 68.8% for 2023.
Loans receivable of $508.4 million as of December 31, 2024, up 6.9% (annualized) from $500.2 million as of the prior quarter-end, and up 10.2% from $461.9 million as of December 31, 2023.
Nonperforming assets to total assets of 0.53% as of December 31, 2024, compared to 0.45% as of the prior quarter-end end and 0.07% as of December 31, 2023.
Nonperforming assets were $3.5 million as of December 31, 2024, compared to $2.9 million as of the prior quarter-end end and $461,000 as of December 31, 2023. $2.8 million of the $3.0 million increase in nonperforming assets from the prior year end to the current year end were due to the guaranteed and nonguaranteed balances of six Small Business Administration (“SBA”) 7(a) loans that moved to nonaccrual status during the third and fourth quarters of 2024. The balances as of December 31, 2024, of SBA nonperforming loans guaranteed and unguaranteed by the SBA were $2.1 million and $700,000, respectively.
Securities available-for-sale and held-to maturity of $104.4 million as of year-end 2024, up 7.5% (annualized) from $102.4 million as of the prior quarter-end, and down 5.6% from $110.6 million as of year-end 2023.
Total deposits of $531.3 million at quarter-end end, up 16.2% (annualized) from $510.5 million as of the prior quarter-end, and up 7.7% from $493.1 million as of year-end 2023.
Total short and long-term borrowings, junior subordinated notes, and subordinated debentures of $58.2 million at quarter-end end, down 67.96% (annualized) from $70.2 million as of the prior quarter-end, and unchanged from $58.2 million as of year-end 2023.
Total stockholders’ equity of $63.0 million as of year-end 2024, up 0.6% (annualized) from $62.9 million as of the prior quarter-end, and up 8.0% from $58.3 million as of year-end 2023. At December 31, 2024, the Bank’s Community Bank Leverage Ratio (CBLR) was 11.04%, down slightly from 11.18% as of December 31, 2023. A bank or savings institution electing to use the CBLR will generally be considered well-capitalized and to have met the risk-based and leverage capital requirements of the applicable capital regulations if it has a leverage ratio greater than 9.0%.
Ranked #8 in 2024 North Carolina Small Business Administration (SBA) 7(a) loan production.
Recognized as one of American Banker’s Top 100 Publicly Traded Community Banks under $2 billion in assets. The rankings were based on three-year return on average equity (ROAE), a key measure of shareholder return, for 2021 to 2023.

Tom Wayne, Chief Executive Officer, announced, “While our full-year earnings per share for 2024 decreased slightly to $2.06 compared to $2.10 for 2023, we saw significant positive developments. In 2024, we achieved loan growth of 10.2%, alongside strong deposit growth of 7.7%. Our tangible book value per common share increased to $23.02, up from $21.36 at the previous year-end. We declared cash dividends of $0.44 per common share, up from $0.30 in 2023. We implemented a 50,000 share repurchase program and repurchased 25,100 shares during 2024. Our net interest margin remained stable at 3.83% for 2024, and our capital and liquidity positions remained strong. Despite an increase in nonperforming assets to $3.5 million at the end of 2024, $2.8 million of this was due to six SBA loans moving to nonaccrual status, with $2.1 million guaranteed by the SBA. We are pleased to be ranked #8 in North Carolina for SBA 7(a) loan production and recognized among American Banker’s Top 100 Publicly Traded Community Banks under $2 billion in assets. We owe these accomplishments to our dedicated employees and the invaluable support of our Board of Directors. I am thankful for their continued commitment to serving our clients and ensuring the Bank’s enduring strength and success.”

A quarterly cash dividend of $0.12 per share of common stock will be paid on March 3, 2025, to stockholders of record as of the close of business on February 18, 2025, which represents the 25^th consecutive quarterly dividend paid by the Company. “We are pleased to pay another quarterly cash dividend to our stockholders,” said Mr. Wayne. “Paying stockholders a portion of our earnings reflects our continuing commitment to enhance stockholder value.”

The Company adopted and implemented a share repurchase program in the third quarter of 2024. There were no shares repurchased during the third quarter of 2024. During the fourth quarter of 2024, the Company repurchased a total of 25,100 shares for $321,000.

For 2024 and 2023, net interest income was $23.7 million and $22.1 million, respectively, and the net interest margin was 3.83% in 2024 compared to 3.86% in 2023, a decrease of three basis points. For the three months ending December 31, 2024 and 2023, net interest income was $6.3 million and $5.7 million, respectively. For the three months ending December 31, 2024, the net interest margin increased 13 basis points to 3.92%, compared to 3.79% in 2023.

For 2024, the Company recorded a provision for credit losses of $1.4 million, compared to a provision for credit losses of $727,000 in 2023. For the three months ending December 31, 2024, the Company recorded a provision for credit losses of $514,000, compared to a provision for credit losses of $432,000 in the same period in 2023. The allowance for credit losses as a percentage of total loans was 1.05% on December 31, 2024 and 2023. Nonperforming assets represented 0.53% of total assets on December 31, 2024, compared to 0.07% on December 31, 2023. The recorded balances of nonperforming loans were $3.5 million on December 31, 2024, compared to $461,000 on December 31, 2023. The $3.0 million increase in nonperforming loans from December 31, 2023 to December 31, 2024, was primarily attributable to six SBA 7(a) loans totaling $2.8 million moving to nonaccrual status during the third quarter of 2024, of which $2.1 million is guaranteed by the SBA. The SBA loans are also secured by real estate and personal guarantees.

Noninterest income totaled $3.2 million and $3.9 million for 2024 and 2023, respectively. There were increases and decreases in components of noninterest income from 2023 to 2024, with the following categories significantly contributing to the overall net decrease: Service charges on deposit accounts were $234,000 for 2024 compared to $169,000 in 2023. The increase was due to a new deposit account fee established in 2024 that was not in effect during 2023. Income from Small Business Investment Company investments were $211,000 for 2024 compared to $395,000 in 2023. The Company received fewer income distributions from Small Business Investment Company investments in 2024 compared to 2023. Other service charges and fees were $380,000 for 2024 compared to $524,000 in 2023. The decrease is due to fees realized on a sold deposit relationship in 2023 with no comparable fees in 2024.

Noninterest income totaled $784,000 and $918,000 for the three months ended December 31, 2024 and 2023, respectively. There were increases and decreases in components of noninterest income from 2023 to 2024, with the following categories significantly contributing to the overall net decrease: Service charges on deposit accounts were $836,000 for the quarter ended December 31, 2024, compared to $628,000 in the 2023 quarter. The increase was due to a new deposit account fee established in 2024. Income from Small Business Investment Company investments was $209,000 for the quarter ended December 31, 2023, with no comparable income in 2024. The Company received fewer income distributions from Small Business Investment Company investments in 2024 compared to the 2023 quarter.

Noninterest expense totaled $18.3 million and $17.9 million for 2024 and 2023, respectively. There were increases and decreases in components of noninterest expense from 2023 to 2024, with the following categories significantly contributing to the overall net increase of $409,000: Occupancy expense was $1.3 million for 2024 compared to $1.1 million in 2023. The increase in occupancy expense is mostly due to higher property maintenance expenses in 2024 compared to 2023. Equipment expense was $595,000 for 2024 compared to $872,000 for 2023. The decrease in equipment expense is mostly due to lower equipment depreciation expense in 2024 compared to 2023. Data and items processing expense was $2.3 million for 2024 compared to $2.0 million for 2023. The increase in data and items processing expense is mostly due to higher software licensing fees paid or payable to our core processing vendor. Professional and advertising expenses were $1.2 million for 2024 compared to $1.4 million for 2023. The decrease in professional and advertising expenses is mostly due to decreases in information technology contracted services in 2024 compared to 2023. Telecommunications expense was $278,000 for 2024 compared to $438,000 for 2023. The decrease in telecommunications expense is mostly due to the reduction in unnecessary or redundant telecommunications expenses.

Noninterest expense totaled $4.7 million and $4.3 million for the three months ended December 31, 2024 and 2023, respectively. There were increases and decreases in components of noninterest expense from 2023 to 2024, with the following categories significantly contributing to the overall net increase of $267,000: Salaries were $2.2 million for the three months ended December 31, 2024, compared to $2.1 million for 2023. The increase in salaries is mostly due to higher salaries and incentive payments to employees for the three months ended December 31, 2024, compared to the same period in 2023. Employee benefits were $370,000 for the three months ended December 31, 2024, compared to $270,000 for 2023. The increase in employee benefits is mostly due to higher expenses related to the Bank’s employee stock ownership plan and employee benefits for the three months ended December 31, 2024, compared to the same period in 2023. Occupancy expenses were $321,000 for the three months ended December 31, 2024 compared to $274,000 for 2023. The increase in occupancy expense is mostly due to higher property maintenance expenses in the three months ended December 31, 2024 compared to the same period in 2023. Equipment expense was $134,000 for the three months ended December 31, 2024 compared to $214,000 for 2023. The decrease in equipment expense is mostly due to lower equipment depreciation expense in the three months ended December 31, 2024, compared to 2023. Data and items processing expense was $602,000 for the three months ended December 31, 2024 compared to $494,000 for 2023. The increase in data and items processing expense is mostly due to higher software licensing fees paid or payable to our core processing vendor.

About Oak Ridge Financial Services, Inc., and Bank of Oak Ridge
At Bank of Oak Ridge, we pride ourselves on knowing your name when you walk through our door. Whether in-person or through our digital offerings, managing your financial well-being is easy, safe, and convenient. We are the longest-running employee-owned community bank in the Triad and have served community members, local businesses, and non-profit organizations since 2000. Learn more about what makes Bank of Oak Ridge the Triad’s community bank by visiting one of our convenient locations in Greensboro, High Point, Summerfield, and Oak Ridge.

Oak Ridge Financial Services, Inc. (OTC Pink: BKOR) is the holding company for Bank of Oak Ridge. Bank of Oak Ridge is a member of the FDIC and an Equal Housing Lender.

Awards & Recognitions | Best Bank in the Triad | Triad’s Top Workplace Finalist | 2016 Better Business Bureau Torch Award for Business Ethics | Triad’s Healthiest Employer Winner

Let’s Talk | 336.644.9944 | www.BankofOakRidge.com | Extended Interactive Teller Machine Hours at all Triad Locations

Forward-looking Information This earnings release contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Company. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of the management of the Company and on the information available to management at the time that these disclosures were prepared. These statements can be identified by the use of the words “expect,” “anticipate,” “estimate” and “believe,” variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, (1) competition in the Company’s markets, (2) changes in the interest rate environment, (3) general national, regional or local economic conditions may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and the possible impairment of collectability of loans, (4) legislative or regulatory changes, including changes in accounting standards, (5) significant changes in the federal and state legal and regulatory environment and tax laws, and (6) the impact of changes in monetary and fiscal policies, laws, rules and regulations. The Company undertakes no obligation to update any forward-looking statements.


OAK RIDGE FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
	December 31,			September 30,			December 31,
	2024			2024			2023
ASSETS	(unaudited)			(unaudited)			(audited)
Cash and due from banks	$	8,075		$	10,522		$	7,792
Interest-bearing deposits with banks		13,102			11,308			12,633
Total cash and cash equivalents		21,177			21,830			20,425
Securities available-for-sale		85,714			83,769			91,849
Securities held-to-maturity, net of allowance for credit losses		18,662			18,668			18,706
Restricted stock, at cost		3,439			4,006			2,404
Loans receivable		514,292			505,521			466,796
Allowance for credit losses		(5,388	)		(5,354	)		(4,920	)
Net loans receivable		508,904			500,167			461,876
Property and equipment, net		8,664			8,827			8,366
Accrued interest receivable		3,135			3,098			2,580
Bank owned life insurance		6,268			6,244			6,178
Right-of-use assets – operating leases		2,166			2,242			2,466
Other assets		5,553			4,613			4,544
Total assets	$	663,682		$	653,464		$	619,394
LIABILITIES
Noninterest-bearing deposits	$	119,851		$	114,152		$	99,702
Interest-bearing deposits		411,464			396,346			393,442
Total deposits		531,315			510,498			493,144
Federal Funds purchased		1,725			–			–
Short-term borrowings		18,000			52,000			40,000
Long-term borrowings		22,000			–			–
Junior subordinated notes – trust preferred securities		8,248			8,248			8,248
Subordinated debentures, net of discount		9,983			9,973			9,943
Lease liabilities – operating leases		2,166			2,242			2,466
Accrued interest payable		709			1,021			1,154
Other liabilities		6,546			6,579			6,091
Total liabilities		600,692			590,561			561,046
STOCKHOLDERS’ EQUITY
Common stock		26,733			27,100			26,736
Retained earnings		37,771			36,575			33,365
Net unrealized loss on debt securities, net of tax		(1,771	)		(412	)		(1,580	)
Net unrealized gain (loss) on hedging derivative instruments, net of tax		257			(360	)		(173	)
Total accumulated other comprehensive loss		(1,514	)		(772	)		(1,753	)
Total stockholders’ equity		62,990			62,903			58,348
Total liabilities and stockholders’ equity	$	663,682		$	653,464		$	619,394
Common shares outstanding		2,736,770			2,732,720			2,732,020
Common shares authorized		50,000,000			50,000,000			50,000,000


OAK RIDGE FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data)
	Three Months Ended									For the year ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2024			2024			2023			2024			2023
Interest and dividend income:
Loans and fees on loans	$	8,212		$	7,971		$	6,999		$	31,076		$	25,150
Interest on deposits in banks		217			275			240			887			903
Restricted stock dividends		64			67			45			241			186
Interest on investment securities		1,279			1,402			1,493			5,578			5,215
Total interest and dividend income		9,772			9,715			8,777			37,782			31,454
Interest expense
Deposits		2,700			2,758			2,168			10,268			6,242
Short-term and long-term debt		786			961			925			3,777			3,155
Total interest expense		3,486			3,719			3,093			14,045			9,397
Net interest income		6,286			5,996			5,684			23,737			22,057
Provision for credit losses		514			261			432			1,361			727
Net interest income after provision for credit losses		5,772			5,735			5,252			22,376			21,330
Noninterest income:
Service charges on deposit accounts		234			231			169			836			628
Gain on sale of securities		19			–			–			19			77
Brokerage commissions on mortgage loans		–			–			–			–			43
Insurance commissions		125			169			121			553			462
Gain on sale of Small Business Administration loans		–			–			–			–			475
Debit and credit card interchange income		285			292			301			1,174			1,225
Income from Small Business Investment Company investments		–			111			209			211			395
Income earned on bank owned life insurance		23			23			23			90			82
Other Service Charges and Fees		98			98			95			380			524
Total noninterest income		784			924			918			3,263			3,911
Noninterest expenses:
Salaries		2,198			2,287			2,112			8,962			8,777
Employee Benefits		370			310			270			1,294			1,177
Occupancy		321			358			274			1,325			1,092
Equipment		134			143			214			595			872
Data and Item Processing		602			607			494			2,255			1,959
Professional & Advertising		298			332			295			1,249			1,377
Stationary and Supplies		21			32			36			131			129
Telecommunications		65			71			48			278			438
FDIC Assessment		118			118			110			460			418
Other expense		441			438			448			1,711			1,612
Total noninterest expenses		4,568			4,696			4,301			18,260			17,851
Income before income taxes		1,988			1,963			1,869			7,379			7,390
Income tax expense		461			460			392			1,706			1,648
Net income and income available to common shareholders	$	1,527		$	1,503		$	1,477		$	5,673		$	5,742
Basic income per common share	$	0.56		$	0.54		$	0.54		$	2.06		$	2.10
Diluted income per common share	$	0.56		$	0.54		$	0.54		$	2.06		$	2.10
Basic weighted average shares outstanding		2,744,609			2,761,870			2,732,720			2,752,991			2,728,094
Diluted weighted average shares outstanding		2,744,609			2,761,870			2,732,720			2,752,991			2,728,094


OAK RIDGE FINANCIAL SERVICES, INC.
Selected Financial Data
	As Of Or For The Three Months Ended,
	December 31,			September 30,			June 30,			March 31,			December 31,
	2024			2024			2024			2024			2023
Return on average common stockholders’ equity¹		9.63	%		9.56	%		8.57	%		9.31	%		10.44	%
Tangible book value per share	$	23.02		$	22.78		$	21.95		$	21.56		$	21.36
Return on average assets¹		0.91	%		0.91	%		0.80	%		0.88	%		0.95	%
Net interest margin¹		3.92	%		3.81	%		3.81	%		3.79	%		3.79	%
Efficiency ratio		64.6	%		67.9	%		70.0	%		68.3	%		65.2	%
Nonperforming assets to total assets		0.53	%		0.45	%		0.08	%		0.06	%		0.07	%
Allowance for credit losses to total loans		1.05	%		1.06	%		1.06	%		1.03	%		1.05	%
¹Annualized

Contact: Skylar Mearing, Marketing Director
Phone: 336.662.4840

MIL-OSI Economics: Spain’s secure communications satellite SpainSat NG I successfully launched

Source: Thales Group

Headline: Spain’s secure communications satellite SpainSat NG I successfully launched

Starting in the second half of this year, SpainSat NG I will provide services to Spain’s Armed Forces, international organizations such as the European Commission or NATO, and governments of allied countries.
Thales Alenia Space, together with Airbus Defence and Space, has led the construction of this satellite and its twin, SpainSat NG II, which is also scheduled for launch in 2025.
The company has been responsible, among other activities, for the integration of the Communication Module for both satellites along with Airbus in a clean room built for this purpose at its facilities in Tres Cantos, Madrid. To date, this has been the largest satellite system ever integrated in Spain.

Madrid, January 30, 2025 – The secure communications satellite SpainSat NG I has been successfully launched early this morning by a SpaceX Falcon 9 rocket from Cape Canaveral (Florida). An unprecedented milestone for the Spanish space sector.

The SPAINSAT NG program, owned and operated by Hisdesat Servicios Estratégicos S.A., comprises two satellites, SpainSat NG I and II. Thales Alenia Space, a joint venture between Thales (67%) and Leonardo (33%), together with Airbus Defence & Space, has led the execution and construction of both satellites, SpainSat NG I and its twin, SpainSat NG II, which will be launched this fall. The two satellites will be positioned in different geostationary positions to operate in X-band, military Ka-band, and UHF, providing coverage to two-thirds of the Earth’s surface, from the United States of America to Singapore. It will provide services for the next 15 years.

Thales Alenia Space in Spain has been responsible for the UHF and military Ka-band payloads and the integration of the Communication Module for the two satellites along with Airbus. The Communication Module is the main body of the satellite, which embarks the communication payloads that give purpose to the mission.

Specifically for this mission, the company built an assembly and integration clean room at its site in Tres Cantos, Madrid, inaugurated in 2021, where the Communication Modules of the two satellites have been integrated. These advanced cutting-edge facilities represent a qualitative leap in Spain’s space industry capabilities for the assembly and integration of large space systems, something within the reach of a few space powers worldwide.

Being the largest satellite system ever integrated in Spain, the SpainSat NG I Communication Module weights more than 2 tons and measures 6 meters high, and is fully equipped with cutting-edge technology in the field of space communications, comprising hundreds of sophisticated electronic units.

The company has also designed and manufactured in Spain, France, Italy, and Belgium over 200 of electronic and radiofrequency units that are an integral part of the communications payloads and the satellite’s telecommand and telemetry system. Among them are the UHF processor, the heart of the UHF-band payload; the Transparent Digital Processor (DTP) that interconnects the X-band and military Ka-band payloads; and the Hilink unit, responsible for providing a high-speed service link that will facilitate a quick reconfiguration of the payloads.

The SPAINSAT NG program

SpainSat NG I is one of the most advanced secure communications satellites in Europe and ranks among the most innovative in the world. It is expected to begin to provide services early in the second half of 2025 to the Spanish Armed Forces, international organizations such as the European Commission in the GOVSATCOM program, NATO, and other allied governments.

Its mission is to ensure effective command and control of Armed Forces operations over a large portion of the Earth’s surface, guarantee communication capability in theatres of operations lacking communication infrastructure, ensure secure governmental communications in any operational environment (air, maritime, land), and provide strategic space capabilities to third nations.

The SpainSat NG satellites, which will replace the current Hisdesat communications satellites, Spainsat and XTAR-EUR, will be capable of providing secure satellite communications with maximum protection against interference or other threats, including a high-altitude nuclear event, with maximum flexibility thanks to its real-time software-defined payload.

About Thales Alenia Space

Drawing on over 40 years of experience and a unique combination of skills, expertise and cultures, Thales Alenia Space delivers cost-effective solutions for telecommunications, navigation, Earth observation, environmental management, exploration, science and orbital infrastructures. Governments and private industry alike count on Thales Alenia Space to design satellite-based systems that provide anytime, anywhere connections and positioning, monitor our planet, enhance management of its resources and explore our Solar System and beyond. Thales Alenia Space sees space as a new horizon, helping to build a better, more sustainable life on Earth. A joint venture between Thales (67%) and Leonardo (33%), Thales Alenia Space also teams up with Telespazio to form the parent companies’ Space Alliance, which offers a complete range of services. Thales Alenia Space posted consolidated revenues of approximately €2.2 billion in 2023 and has around 8,600 employees in 8 countries, with 16 sites in Europe.

MIL OSI Economics –

MIL-OSI Asia-Pac: Meeting of Government with Leaders of Political Parties held today

Source: Government of India (2)

Meeting of Government with Leaders of Political Parties held today

Meeting attended by 52 Leaders from 36 political parties

Posted On: 30 JAN 2025 7:59PM by PIB Delhi

A meeting was held under the Chairmanship of Shri Raj Nath Singh, Union Minister of Defence with Leaders of political parties today (30^th January, 2025) in Parliament House Complex, New Delhi to discuss issues relating to ensuing Budget Session of Parliament, 2025. The meeting was called by Shri Kiren Rijiju, Union Minister of Parliamentary Affairs. The meeting was also attended by Union Minister for Health & Family Welfare and Ministry of Chemicals & Fertilizers, Shri Jagat Prakash Nadda, who is also Leader of the House in Rajya Sabha, Minister of State (Independent Charge) of the Ministry of Law & Justice and Minister of State in the Ministry of Parliamentary Affairs, Shri Arjun Ram Meghwal and Minister of State in the Ministry of Parliamentary Affairs and Minister of State in the Ministry of Information and Broadcasting, Dr. L. Murugan. In total, the meeting was attended by 52 Leaders from 36 political parties including Ministers.

At the outset, Shri Rajnath Singh, Minister of Defence made introductory remarks and welcomed all the Leaders attending the meeting and thereafter, Minister of Parliamentary Affairs conducted the meeting. He informed the leaders that the Budget Session, 2025 of Parliament will commence on Friday the 31^st January, 2025 and subject to exigencies of Government Business, the session may conclude on Friday the 4^th April, 2025. During this period, both the Houses will be adjourned for recess on Thursday, the 13^th of February, 2025 to reassemble on Monday, the 10^th of March, 2025 to enable the Standing Committees to examine the Demands for Grants of various Ministries/Departments and make their Reports thereon. The Session will provide a total of 27 sittings (09 sittings in first part and 18 sittings in second part) spread over a period of 64 days.

Shri Rijiju further stated that Session will mainly be devoted to the Financial Business relating to Union Budget for 2025-26 and discussion on the Motion of Thanks on President’s Address. However, essential Legislative and other Business will also be taken up during the Session. He mentioned that Economic survey of India and Union Budget for 2025-26 will be presented to Parliament on Friday, the 31^st of January, 2025 and the Saturday, 1^st February, 2025 respectively. He also informed that tentatively 16 items of legislative business and 3 items of financial business have been identified for being taken up during this session.

The Minister of Parliamentary Affairs also stated that the Government is prepared and ready to discuss any other important issue on the floors of the Houses as per rules of both Houses. Leaders of different political parties expressed their views on various issues likely to be raised by them during the forthcoming Budget Session of Parliament and assured the Government to provide full co-operation. He also thanked all the Hon’ble Leaders for attending the meeting, expressing their views and for their active and effective participation.

LIST OF BILLS LIKELY TO BE TAKEN UP DURING BUDGET SESSION, 2025

I – LEGISLATIVE BUSINESS

The Banking Laws (Amendment) Bill, 2024
The Railways (Amendment) Bill, 2024
The Disaster Management (Amendment) Bill, 2024
The Oilfields (Regulation and Development) Amendment Bill, 2024
The Boilers Bill, 2024
The Readjustment of Representation of Scheduled Tribes in Assembly Constituencies of the State of Goa Bill, 2024
The Waqf (Amendment) Bill, 2024
The Mussalman Wakf (Repeal) Bill, 2024
The Bills of Lading Bill, 2024
The Carriage of Goods by Sea Bill, 2024
The Coastal Shipping Bill, 2024
The Merchant Shipping Bill, 2024
The Finance Bill, 2025
The Protection of Interests in Aircraft Objects Bill, 2025
The “Tribhuvan” Sahkari University Bill, 2025
The Immigration and Foreigners Bill, 2025

II – FINANCIAL BUSINESS

Discussion and voting on Demands for Grants for the year 2025-26 and introduction, consideration and passing/return of the related Appropriation Bill.
Discussion and voting on Second and Final Batch of Supplementary Demands for Grants for the year 2024-25 and introduction, consideration and passing/return of the related Appropriation Bill.
Discussion and voting on Demands for Excess Grants for the year 2021-22 and introduction, consideration and passing/return of the related Appropriation Bill.

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MIL OSI Asia Pacific News –

MIL-OSI USA: Justice Department Announces Seizure of Cybercrime Websites Selling Hacking Tools to Transnational Organized Crime Groups

Source: US State of North Dakota

The Justice Department today announced the coordinated seizure of 39 domains and their associated servers in an international disruption of a Pakistan-based network of online marketplaces selling hacking and fraud-enabling tools operated by a group known as Saim Raza (also known as HeartSender). The seizures were conducted in coordination with the Dutch National Police.

According to the affidavit filed in support of these seizures, Saim Raza has used these cybercrime websites since at least 2020 to sell phishing toolkits and other fraud-enabling tools to transnational organized crime groups, who used them to target numerous victims in the United States, resulting in over $3 million in victim losses.

The Saim Raza-run websites operated as marketplaces that advertised and facilitated the sale of tools such as phishing kits, scam pages, and email extractors, often used to build and maintain fraud operations. Not only did Saim Raza make these tools widely available on the open internet, it also trained end users on how to use the tools against victims by linking to instructional YouTube videos on how to execute schemes using these malicious programs, making them accessible to criminal actors that lacked this technical criminal expertise. The group also advertised its tools as “fully undetectable” by antispam software.

The transnational organized crime groups and other cybercrime actors who purchased these tools primarily used them to facilitate business email compromise schemes wherein the cybercrime actors tricked victim companies into making payments to a third party. Those payments would instead be redirected to a financial account the perpetrators controlled, resulting in significant losses to victims. These tools were also used to acquire victim user credentials and utilize those credentials to further these fraudulent schemes. The seizure of these domains is intended to disrupt the ongoing activity of these groups and stop the proliferation of these tools within the cybercriminal community.

Supervisory Official Antoinette T. Bacon of the Justice Department’s Criminal Division, U.S. Attorney Nicholas J. Ganjei for the Southern District of Texas, and Special Agent in Charge Douglas Williams of the FBI Houston Field Office made the announcement.

The FBI Houston Field Office is investigating the case. The Justice Department appreciates the cooperation and significant assistance law enforcement partners in the Netherlands have provided.

Trial Attorney Gaelin Bernstein of the Criminal Division’s Computer Crime and Intellectual Property Section and Assistant U.S. Attorney Rodolfo Ramirez for the Southern District of Texas are prosecuting the case.