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Category: Intelligence Agencies

  • MIL-OSI Security: New Jersey Man Pleads Guilty to Attempting to Provide Material Support to al Shabaab

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

    Danielle R. Sassoon, the United States Attorney for the Southern District of New York, announced today that KARREM NASR, a/k/a “Ghareeb Al-Muhajir,” pled guilty to attempting to provide material support to al Shabaab, a designated foreign terrorist organization before U.S. District Judge Analisa Torres.

    U.S. Attorney Danielle R. Sassoon said: “Karrem Nasr devoted himself to waging violent jihad against America and its allies. Inspired by the evil terrorist attack perpetrated by Hamas on October 7, 2023, Nasr, a U.S. citizen, traveled from Egypt to Kenya in an effort to join al Shabaab so that he could execute his jihadist mission of creating death and destruction.  Now, instead of perpetrating a deadly attack in the name of a foreign terrorist group, Nasr resides in federal prison.  I thank the career prosecutors of my office and our law enforcement partners for their extraordinary work in disrupting this plan and bringing a terrorist to justice.”

    According to the allegations in the court filings and statements made in Court:

    NASR is a 24-year-old U.S. citizen who moved from New Jersey to Egypt in or about July 2023.  Starting in at least in or about November 2023, NASR repeatedly expressed his desire and plans to join al Shabaab, a designated foreign terrorist organization that has attacked Americans and American allies around the world, and wage jihad, including in communications with an FBI confidential source (the “CS”), who was posing as a facilitator for terrorist organizations.[1]

    In communications exchanged with the CS and postings that NASR made online, NASR stated that he had been thinking about engaging in jihad for a long time, and he was particularly motivated to become a jihadi by the October 7, 2023, Hamas terrorist attack in Israel.  For example, in communications with the CS, NASR stated that the number one enemy was “evil America,” which he called the “head of the snake.”  In social media posts, NASR warned that “Jihad” was “coming soon to a US location near you,” posting airplane, bomb, and fire emojis:

    In further communications with the CS, NASR expressed his intent to join al Shabaab to receive military training and engage in jihad, that he was prepared to kill and be killed, and that he specifically aspired to be a martyr for the jihadist cause.  For example, NASR stated “I would like to become a martyr in the sake of Allah. . . .  I think in coming years, inshallah we are going to see here big events in Egypt and the other Arab countries.  Inshallah if this happens; I will come back to Egypt, inshallah to help the Muslims in Egypt in their struggle to establish here in Egypt.”

    Beyond his online postings and communications with the CS, NASR took specific and targeted steps in his effort to join and receive military training from al Shabaab.  Among other things, NASR made flight and lodging reservations for travel to Kenya, where he planned to meet members of al Shabaab for further travel to Somalia to join and train with the terrorist group.  In addition, the day before his flight, NASR told the CS that he planned to delete data from his cellphone and computer to ensure that if he were detained, law enforcement would not be able to recover evidence of his jihadist activities from those devices.  On December 14, 2023, as planned, NASR flew from Egypt to Kenya, where he then planned to transit into Somalia to join and train with al Shabaab.  Later that day, NASR was taken into custody by Kenyan authorities.  On December 28, 2023, NASR arrived in the U.S.

    *                *                *

    NASR, 24, of Lawrenceville, New Jersey, pled guilty to attempting to provide material support to a designated foreign terrorist organization, which carries a maximum sentence of 20 years in prison.  NASR is scheduled to be sentenced by Judge Torres on June 30, 2025.

    The maximum potential sentence in this case is prescribed by Congress and is provided here for informational purposes only, as any sentencing of the defendant will be determined by a judge.

    Ms. Sassoon praised the outstanding efforts of the Federal Bureau of Investigation (“FBI”)’s New York Joint Terrorism Task Force, which principally consists of agents from the FBI and detectives from the New York City Police Department.  Ms. Sassoon also thanked the FBI’s Legal Attaché Office in Nairobi, Kenya, the Counterterrorism Section of the Department of Justice’s National Security Division, the Department of Justice’s Office of International Affairs, and the Kenyan Directorate of Criminal Investigations, including the Anti-Terrorism Police Unit and the Joint Terrorism Task Force-Kenya, for their assistance.

    This case is being handled by the Office’s National Security and International Narcotics Unit.  Assistant U.S. Attorneys Camille L. Fletcher, Kimberly J. Ravener, and Stephen Ritchin are in charge of the prosecution, with assistance from Trial Attorney Jennifer Burke of the Counterterrorism Section.
     

    [1] Communications referenced herein are described in substance and in part.

    MIL Security OSI –

  • MIL-OSI Security: Lame Deer woman admits assault charges in rollover crash that injured two passengers on Northern Cheyenne Indian Reservation

    Source: Office of United States Attorneys

    BILLINGS — A Lame Deer woman today admitted to assault charges after two passengers were seriously injured when the vehicle she was driving rolled on the Northern Cheyenne Indian Reservation, U.S. Attorney Jesse Laslovich said.

    The defendant, Kendra Carol Cook, 34, pleaded guilty to two counts of assault resulting in serious bodily injury. Cook faces a maximum of 10 years in prison, a $250,000 fine and three years of supervised release on each count.

    U.S. Magistrate Judge Timothy J. Cavan presided. A sentencing date will be set before U.S. District Judge Susan P. Watters. The court will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors. Cook was detained pending further proceedings.

    In court documents, the government alleged that on May 18, 2023, the FBI received a report that a car driven by Cook had rolled north of Lame Deer, injuring Cook and her two passengers. Cook was under the influence of alcohol at the time. A witness reported finding two women who were injured. The women told her that Cook had left the scene. One of the passengers, Jane Doe 2, was in the back seat, while another passenger, Jane Doe 1, was in the front seat. Cook told Doe 2 that she was drinking whiskey before picking her up. They bought alcohol and were drinking it while driving to Lame Deer. Cook was swerving all over the road, and, in Doe 2’s opinion, intentionally trying to wreck. Cook accelerated and turned the wheel, causing the car to go into a ditch and start flipping. Doe 1 estimated Cook was driving approximately 80 miles and hour and slowed to approximately 60 mph when they started swerving. Doe 1 denied there was any fighting or interfering with Cook. Cook acknowledged being under the influence of alcohol at the time of the wreck and claimed she and the passengers were fighting over the alcohol. Both victims suffered fractures and other serious injuries. The rollover occurred in a 35-mph speed zone.

    MIL Security OSI –

  • MIL-OSI Security: Two New Jersey Men Convicted For Their Roles In The Stephen Crane Village Drug Trafficking Organization, Including A Leader Convicted Of Murder

    Source: Office of United States Attorneys

    NEWARK, N.J. –  Yesterday afternoon a Newark jury convicted two New Jersey men for their roles in a violent drug trafficking organization, Acting U.S. Attorney Vikas Khanna announced.

    Michael Mayse, 38, of Newark, a leader of the Stephen Crane Drug Trafficking Organization, was convicted of murder, drug trafficking conspiracy, and related drug and firearms offenses.

    Gary Shahid, 66, of Newark, a drug supplier of the Stephen Crane Drug Trafficking Organization, was convicted of drug trafficking conspiracy, distribution and possession with intent to distribute controlled substances, and firearms offenses.

    “This Office’s commitment to prosecuting violent crime and serious drug trafficking offenses is unwavering.  This case demonstrates the strength of our partnerships with federal, state, and local law enforcement and ensures that serious consequences will follow for these defendants.”

    Acting U.S. Attorney Vikas Khanna

    “ATF remains steadfast in identifying and apprehending those who are terrorizing our neighborhoods with violence and senseless disorder,” ATF Special Agent in Charge L.C. Cheeks, Jr., Newark Field Division stated.  “These guilty verdicts bring accountability to violent criminals whose actions disregard criminal law, human life, and public safety. We will continue to work alongside our law enforcement partners and secure the safety of our communities.”

    “Drug trafficking can be a dangerous and violent game, often entangled with the deadly consequences. Today’s conviction against these two members of the Stephen Crane Village Drug Trafficking Organization, who repeatedly used violence when operating their criminal enterprise, shows the commitment the DEA and our law enforcement partners have in keeping our communities safe and making sure those responsible for these types of violent crimes face the consequences for their actions,” said DEA Special Agent in Charge Cheryl Ortiz, New Jersey Field Division.

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

    Stephen Crane Village is a public housing complex near Branch Brook Park, on the border of Newark, New Jersey and Belleville, New Jersey. Stephen Crane Village was the site of an open-air drug market controlled by a violent drug trafficking organization (“DTO”) from at least February 2019 through February 2020.

    Through numerous controlled purchases of narcotics, consensually recorded telephone calls and text messages, physical surveillance, electronic surveillance, and the analysis of telephone call detail records, law enforcement determined that the members of the DTO conspired to distribute narcotics, including heroin, fentanyl, and cocaine base, in and around Stephen Crane Village.

    The DTO used a drug stash apartment in Stephen Crane Village to package and store their drugs for distribution. The DTO sold significant quantities of drugs to confidential sources and an undercover agent. On December 15, 2019, Mayse entered the DTO’s stash apartment in Stephen Crane Village and murdered a member of the DTO over a monetary debt relating to the drug trafficking conspiracy.

    The count of conspiracy to distribute at least 100 grams of heroin carries a minimum sentence of five years in prison, maximum penalty of 40 years in prison, and a fine of up to $5 million. The counts of distribution of heroin, fentanyl, and cocaine each carry a maximum of 20 years in prison and a fine of $1 million. The count for of possession with intent to distribute 400 grams or more of fentanyl, 100 grams or more of heroin, and 500 grams or more of cocaine carries a minimum sentence of 10 years in prison, a maximum sentence of life in prison, and a fine of up to $10 million. The count of murder during and in relation to a drug trafficking crime carries a maximum sentence of life in prison and a $250,000 fine. The count of discharging a firearm during and in relation to a drug trafficking crime carries a minimum sentence of 10 years in prison, a maximum sentence of life in prison, and a $250,000 fine.  The counts of possessing a firearm in furtherance of a drug trafficking crime carries a minimum sentence of 5 years in prison, a maximum sentence of life in prison, and a $250,000 fine.

    Acting U.S. Attorney Khanna credited special agents and task force officers with the Bureau of Alcohol, Tobacco, Firearms and Explosives, Newark Field Division, under the direction of Special Agent in Charge L.C. Cheeks, Jr.; special agents and task force officers of the Drug Enforcement Administration, under the direction of Special Agent in Charge Cheryl Ortiz; the Essex County Prosecutor’s Office, under the direction of Prosecutor Theodore N. Stephens II and Chief Mitchell G. McGuire; the Newark Police Department, under the direction of Director Emanuel Miranda; and the Belleville Police Department, under the direction of Chief Mark Minichini.  He also thanked the U.S. Marshals Service and the Federal Bureau of Investigation for their assistance with this case.

    The investigation was conducted as part of the Newark Violent Crime Initiative (VCI). The Newark VCI was formed in August 2017 by the U.S. Attorney’s Office for the District of New Jersey, the Essex County Prosecutor’s Office, and the City of Newark’s Department of Public Safety for the sole purpose of combatting violent crime in and around Newark. As part of this partnership, federal, state, county, and city agencies collaborate and pool resources to prosecute violent offenders who endanger the safety of the community. The VCI is composed of the U.S. Attorney’s Office, the FBI, the ATF, the DEA, the DHS/HSI, the USMS, the Newark Department of Public Safety, the Essex County Prosecutor’s Office, the Essex County Sheriff’s Office, New Jersey State Parole, Union County Jail, New Jersey State Police Regional Operations and Intelligence Center/Real Time Crime Center, New Jersey Department of Corrections, the East Orange Police Department, and the Irvington Police Department.

    This case is also conducted under the auspices of the Organized Crime Drug Enforcement Task Forces (OCDETF). OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. Additional information about the OCDETF Program can be found at https://www.justice.gov/OCDETF.

    The government is represented by Assistant U.S. Attorney Tracey Agnew of the Criminal Division in Trenton and Assistant U.S. Attorney Jason Goldberg of the Organized Crime and Gangs Unit in Newark.

                                                     ###

    Defense counsel:

    Thomas Ambrosio, Esq., for Gary Shahid

    Joel Silberman, Esq., and Keith Oliver, Esq., for Michael Mayse

    MIL Security OSI –

  • MIL-OSI Security: Sanford Man Sentenced to 10 Years After Officer Sees Drugs Protruding from His Shirt Pocket

    Source: Office of United States Attorneys

    PORTLAND, Maine: A Sanford man was sentenced today in U.S. District Court in Portland for possessing fentanyl with intent to distribute.

    U.S. District Judge Nancy Torresen sentenced Nicholas Delahunt, 39, to 120 months in prison to be followed by eight years of supervised release.

    According to court records, in October 2023, an officer from the Sanford Police Department noted a vehicle pulled over on the side of the road. The officer queried the vehicle and learned that the registered owner, Delahunt, had a suspended license. Police confirmed Delahunt was operating the vehicle. While speaking with him on the side of the road, the officer noted a large plastic baggie protruding from his sweatshirt front pocket that appeared to contain narcotics. Delahunt removed the bag, which was found to contain approximately 166 grams of fentanyl. A further search of Delahunt’s person revealed three additional grams of fentanyl. Just 2 grams of fentanyl is considered a potentially lethal dose. Delahunt was previously convicted in Maine in 2021 for unlawful trafficking of scheduled drugs.

    The FBI investigated the case with assistance from the Sanford Police Department.

    ###

    MIL Security OSI –

  • MIL-OSI Security: Boynton Beach Man Sentenced To 5 Years For Distributing Videos Depicting The Sexual Abuse Of Children

    Source: Office of United States Attorneys

    Jacksonville, Florida – Chief United States District Judge Marcia Morales Howard has sentenced Timothy Burch Morris (46, Boynton Beach) to five years in federal prison for distributing over the internet two videos depicting the sexual abuse of young children. Morris was also ordered to serve a five-year term of supervised release, pay $10,000 in assessments for child victims, and register as a sex offender.

    According to court documents, on November 20, 2023, an FBI agent (UC) in Jacksonville was working in an undercover capacity on a particular social media application (app) to identify individuals who were attempting to sexually exploit children using the internet. The UC joined an online public chatroom on the app posing as an adult with access to a child. App user “timkw37138,” who was later identified as Morris, posted within this public group – “Hi all. 44 very well hung male in Florida. My PM is open.” Later that day, the UC and Morris began texting using the private messaging feature of the app. Morris typed, “I just love stroking to guys [sic] daughters,” and stated that his favorite age is “prob 13-15 give or take a couple years neither side.”

    On November 22, 2023, when asked to verify if he was “legit,” Morris sent the UC a sexually explicit photo of himself. Five minutes later, Morris distributed two videos to the UC depicting minors being sexually abused. During another online conversation on November 27, 2023, Morris sent the UC another sexually explicit photo of himself taken at his residence.

    After further investigation, FBI agents arrested Morris. During a search incident to his arrest, agents seized Morris’s cellphone which contained several sexually explicit photos of Morris that he had taken while at his home that were consistent with those sent to the UC. During an interview with law enforcement, Morris admitted having the “timkw37138” user account on the app for over five years.   

    This case was investigated by the Federal Bureau of Investigation in Jacksonville and West Palm Beach, with assistance from the Boynton Beach Police Department. It was prosecuted by Assistant United States Attorney D. Rodney Brown.

    It is another case brought as part of Project Safe Childhood, a nationwide initiative launched in 2006 by the Department of Justice to combat the growing epidemic of child sexual exploitation and abuse. Led by the United States Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section, Project Safe Childhood marshals federal, state, and local resources to locate, apprehend, and prosecute individuals who sexually exploit children, and to identify and rescue child victims. For more information about Project Safe Childhood, please visit www.justice.gov/psc. 

    MIL Security OSI –

  • MIL-OSI: Columbia Financial, Inc. Announces Financial Results for the Fourth Quarter and Year Ended December 31, 2024

    Source: GlobeNewswire (MIL-OSI)

    FAIR LAWN, N.J., Jan. 28, 2025 (GLOBE NEWSWIRE) — Columbia Financial, Inc. (the “Company”) (NASDAQ: CLBK), the mid-tier holding company for Columbia Bank (“Columbia”), reported a net loss of $21.2 million, or $0.21 per basic and diluted share, for the quarter ended December 31, 2024, as compared to net income of $6.6 million, or $0.06 per basic and diluted share, for the quarter ended December 31, 2023. The net loss for the quarter ended December 31, 2024 reflected lower non-interest income mainly due to the previously disclosed balance sheet repositioning transaction. As part of the Company’s strategy to improve future earnings and expand its net interest margin, the Company sold $352.3 million of debt securities available for sale during the fourth quarter of 2024, and the proceeds from the sale were used to fund loan growth of $72.9 million, purchase $78.1 million of higher yielding debt securities and prepay $170.0 million of higher cost borrowings. This balance sheet repositioning transaction resulted in a pre-tax loss on the sale of securities and extinguishment of debt of $37.9 million. The quarter ended December 31, 2024 results also reflected a higher provision for credit losses, partially offset by higher net interest income, mainly due to an increase in interest income, lower non-interest expense and lower income tax expense. For the quarter ended December 31, 2024, the Company reported core net income of $11.4 million, an increase of $1.3 million, or 12.4%, compared to core net income of $10.1 million for the quarter ended December 31, 2023. The benefit of the balance sheet repositioning transaction was modest during the fourth quarter, as the settlement of the transaction occurred late in the quarter. (Refer to “Reconciliation of GAAP to Non-GAAP Financial Measures” for a reconciliation of GAAP net income to core net income.)

    For the year ended December 31, 2024, the Company reported a net loss of $11.7 million, or $0.11 per basic and diluted share, as compared to net income of $36.1 million, or $0.35 per basic and diluted share, for the year ended December 31, 2023. The year ended December 31, 2024 reflected lower net interest income, mainly due to an increase in interest expense, higher provision for credit losses and lower non-interest income due to loss on securities transactions resulting from the balance sheet repositioning transaction described above, partially offset by lower non-interest expense and lower income tax expense. Non-interest income for the year ended December 31, 2024 included a $34.6 million loss on the sale of securities and non-interest expense included a $3.4 million loss on extinguishment of debt.

    Thomas J. Kemly, President and Chief Executive Officer commented: “The Company maintained a strong balance sheet and capital position, which will allow us to benefit from an improving operating environment. Additionally, our fourth quarter repositioning strategy should result in improved future earnings and net interest margin. We will continue to examine and implement prudent strategies that we believe will build a foundation for the future success of the Company and increased profitability.”

    Results of Operations for the Three Months Ended December 31, 2024 and December 31, 2023

    A net loss of $21.2 million was recorded for the quarter ended December 31, 2024, a decrease of $27.8 million, compared to net income of $6.6 million for the quarter ended December 31, 2023. The decrease in net income was primarily attributable to a $35.0 million decrease in non-interest income, and a $1.7 million increase in provision for credit losses, partially offset by a $1.1 million increase in net interest income, a $1.4 million decrease in non-interest expense, and a $6.4 million decrease in income tax expense.

    Net interest income was $46.4 million for the quarter ended December 31, 2024, an increase of $1.1 million, or 2.4%, from $45.3 million for the quarter ended December 31, 2023. The increase in net interest income was primarily attributable to a $6.1 million increase in interest income partially offset by a $5.0 million increase in interest expense on deposits and borrowings. The increase in interest income was primarily due to an increase in the average balance of total interest-earning assets coupled with an increase in average yields. Market interest rates increased 100 basis points throughout the 2023 period and were subsequently reduced 100 basis points during the last four months of 2024. The increase in interest expense on deposits was driven by the higher rate environment coupled with intense competition for deposits in the market and the repricing of existing deposits into higher cost products throughout the majority of the 2024 fiscal year. However, during the fourth quarter, competitive pressures eased, and deposits became easier to attract, resulting in a reduced cost of deposits. The decrease in interest expense on borrowings was also impacted by the lower interest rates for new borrowings, along with a decrease in the average balance of borrowings. Prepayment penalties, which are included in interest income on loans, totaled $84,000 for the quarter ended December 31, 2024, compared to $419,000 for the quarter ended December 31, 2023.

    The average yield on loans for the quarter ended December 31, 2024 increased 22 basis points to 4.88%, as compared to 4.66% for the quarter ended December 31, 2023, as interest income was influenced by the interest rate increases that occurred in 2023 and loan growth. The average yield on securities for the quarter ended December 31, 2024 increased 41 basis points to 2.99%, as compared to 2.58% for the quarter ended December 31, 2023, as new securities purchased during 2024 were at higher interest rates. The average yield on other interest-earning assets for the quarter ended December 31, 2024 increased 36 basis points to 6.00%, as compared to 5.64% for the quarter ended December 31, 2023, due to an increase in the average balance of higher yielding Federal Home Loan Bank stock, as compared to average cash balances, which decreased in the 2024 period.

    Total interest expense was $67.2 million for the quarter ended December 31, 2024, an increase of $5.0 million, or 8.0%, from $62.2 million for the quarter ended December 31, 2023. The increase in interest expense was primarily attributable to a 37 basis point increase in the average cost of interest-bearing deposits, coupled with an increase in the average balance of interest-bearing deposits, partially offset by a 31 basis point decrease in the average cost of borrowings, coupled with a decrease in the average balance of borrowings. Interest expense on deposits increased $8.5 million or 19.6%, and interest expense on borrowings decreased $3.5 million, or 18.8%.

    The Company’s net interest margin for the quarter ended December 31, 2024 increased 3 basis points to 1.88%, when compared to 1.85% for the quarter ended December 31, 2023. The weighted average yield on interest-earning assets increased 22 basis points to 4.61% for the quarter ended December 31, 2024 as compared to 4.39% for the quarter ended December 31, 2023. The average cost of interest-bearing liabilities increased 20 basis points to 3.38% for the quarter ended December 31, 2024 as compared to 3.18% for the quarter ended December 31, 2023. The net interest margin increased for the quarter ended December 31, 2024, as the increase in the average yield on interest-earning assets slightly outweighed the average cost of interest-bearing liabilities.

    The provision for credit losses for the quarter ended December 31, 2024 was $2.9 million, an increase of $1.7 million, from $1.2 million for the quarter ended December 31, 2023. The increase in the allowance for credit losses for loans was primarily due to net charge-offs totaling $1.4 million and an increase in loan performance qualitative factors.

    Non-interest income was $(23.7) million for the quarter ended December 31, 2024, a decrease of $35.0 million, or 310.8%, from $11.2 million for the quarter ended December 31, 2023. The decrease was primarily attributable to the loss on securities transactions of $34.6 million resulting from the balance sheet repositioning transaction and a decrease in bank-owned life insurance income of $2.4 million, attributable to death benefits in 2023, partially offset by a $1.7 million increase in the fair value of Federal Home Loan Mortgage Corporation and Federal National Mortgage Association preferred stock included in equity securities.

    Non-interest expense was $46.6 million for the quarter ended December 31, 2024, a decrease of $1.4 million, or 2.9%, from $48.0 million for the quarter ended December 31, 2023. The decrease was primarily attributable to a decrease in compensation and employee benefits expense of $1.9 million and a decrease in federal deposit insurance premiums of $3.2 million, partially offset by an increase in loss on the extinguishment of debt of $3.1 million. The decrease in compensation and employee benefits expense was the result of lower incentive compensation and a workforce reduction related to cost cutting strategies implemented during 2023 and 2024. The decrease in federal deposit insurance premiums was due to the 2023 quarter including a one-time Federal Deposit Insurance Corporation special assessment recorded in December 2023. During the quarter ended December 31, 2024, the Company prepaid $200.0 million in FHLB borrowings, inclusive of the $170.0 million as part of a balance sheet repositioning transaction which resulted in a $3.4 million loss on the extinguishment of debt.

    Income tax benefit was $5.5 million for the quarter ended December 31, 2024, a decrease of $6.4 million, as compared to income tax expense of $865,000 for the quarter ended December 31, 2023, mainly due to a decrease in pre-tax income. The Company’s effective tax rate was 20.7% and 11.6% for the quarters ended December 31, 2024 and 2023, respectively.

    Results of Operations for the Years Ended December 31, 2024 and December 31, 2023

    A net loss of $11.7 million was recorded for the year ended December 31, 2024, a decrease of $47.7 million, compared to net income of $36.1 million for the year ended December 31, 2023. The decrease in net income was primarily attributable to a $27.9 million decrease in net interest income, a $9.7 million increase in provision for credit losses and a $25.5 million decrease in non-interest income, partially offset by a $1.1 million decrease in non-interest expense, and a $14.2 million decrease in income tax expense.

    Net interest income was $178.0 million for the year ended December 31, 2024, a decrease of $27.9 million, or 13.5%, from $205.9 million for the year ended December 31, 2023. The decrease in net interest income was primarily attributable to an $84.3 million increase in interest expense on deposits and borrowings, partially offset by a $56.4 million increase in interest income. The increase in interest income was primarily due to an increase in the average balance of total interest-earning assets coupled with an increase in average yields due to market interest rate increases in 2023. The increase in interest expense on deposits and borrowings was driven by these same rate increases coupled with intense competition for deposits in the market and the repricing of existing deposits into higher cost products along with higher balances. The increase in interest expense on borrowings was also impacted by the increase in interest rates for new borrowings along with an increase in the average balance of borrowings. Prepayment penalties, which are included in interest income on loans, totaled $960,000 for the year ended December 31, 2024, compared to $817,000 for the year ended December 31, 2023.

    The average yield on loans for the year ended December 31, 2024 increased 46 basis points to 4.90%, as compared to 4.44% for the year ended December 31, 2023, as interest income increased due to rising rates and loan growth. The average yield on securities for the year ended December 31, 2024 increased 40 basis points to 2.86%, as compared to 2.46% for the year ended December 31, 2023 as $124.6 million of higher yielding securities were purchased, and a number of adjustable rate securities tied to various indexes continued to reprice higher during the year. The average yield on other interest-earning assets for the year ended December 31, 2024 increased 73 basis points to 6.27%, as compared to 5.54% for the year ended December 31, 2023, due to the rise in interest rates, as noted above.

    Total interest expense was $273.4 million for the year ended December 31, 2024, an increase of $84.3 million, or 44.6%, from $189.1 million for the year ended December 31, 2023. The increase in interest expense was primarily attributable to a 109 basis point increase in the average cost of interest-bearing deposits and an increase in the average balance of deposits, coupled with an increase in interest on borrowings of $7.1 million due to an 11 basis point increase in the cost of total borrowings and an increase in the average balance of borrowings.

    The Company’s net interest margin for the year ended December 31, 2024 decreased 34 basis points to 1.82%, when compared to 2.16% for the year ended December 31, 2023. The weighted average yield on interest-earning assets for the year ended December 31, 2024 increased 47 basis points to 4.61%, as compared to 4.14% for the year ended December 31, 2023. The average cost of interest-bearing liabilities increased 92 basis points to 3.44% for the year ended December 31, 2024 as compared to 2.52% for the year ended December 31, 2023. The increase in yields for the year ended December 31, 2024 was due to the impact of market rate increases between periods, with rates decreasing just prior to the fourth quarter of 2024. The net interest margin decreased for the year ended December 31, 2024, as the increase in the average cost of interest-bearing liabilities outweighed the increase in the average yield on interest-earning assets.

    The provision for credit losses for the year ended December 31, 2024 was $14.5 million, an increase of $9.7 million, from $4.8 million for the year ended December 31, 2023. The increase in provision for credit losses during the year was primarily due to net charge-offs totaling $9.6 million and an increase in loan performance qualitative factors.

    Non-interest income was $1.9 million for the year ended December 31, 2024, a decrease of $25.5 million, or 93.1%, from $27.4 million for the year ended December 31, 2023. The decrease was primarily attributable to an increase in the loss on securities transactions of $25.0 million, and a decrease in bank-owned life insurance income of $2.8 million, attributable to death benefits in 2023, partially offset by a $1.9 million increase in the fair value of Federal Home Loan Mortgage Corporation and Federal National Mortgage Association preferred stock included in equity securities.

    Non-interest expense was $181.3 million for the year ended December 31, 2024, a decrease of $1.1 million, or 0.6%, from $182.4 million for the year ended December 31, 2023. The decrease was primarily attributable to a decrease in compensation and employee benefits expense of $11.4 million, partially offset by an increase in professional fee of $4.3 million, an increase in merger-related expenses of $1.1 million and an increase in loss on extinguishment of debt of $3.1 million, resulting primarily from the repositioning transaction, and an increase in other non-interest expense of $2.0 million. The decrease in compensation and employee benefits expense was the result of lower incentive compensation and a workforce reduction related to cost cutting strategies implemented during 2023 and 2024. The increase in professional fees was primarily related to an increase in legal, regulatory and compliance-related costs while the increase in other non-interest expense related to swap transactions. During the quarter ended December 31, 2024, the Company prepaid $170.0 million of FHLB borrowings as part of the previously discussed balance sheet repositioning transaction which resulted in a $3.3 million loss on the extinguishment of debt.

    Income tax benefit was $4.3 million for the year ended December 31, 2024, a decrease of $14.2 million, as compared to income tax expense of $10.0 million for the year ended December 31, 2023, mainly due to a decrease in pre-tax income. The Company’s effective tax rate was 26.8% and 21.6% for the years ended December 31, 2024 and 2023, respectively.

    Balance Sheet Summary

    Total assets decreased $170.1 million, or 1.6%, to $10.5 billion at December 31, 2024 as compared to $10.6 billion at December 31, 2023. The decrease in total assets was primarily attributable to a decrease in cash and cash equivalents of $134.0 million, a decrease in debt securities available for sale of $67.6 million, and a decrease in Federal Home Loan Bank stock of $20.6 million, partially offset by an increase in loans receivable, net, of $37.5 million and an increase in other assets of $15.6 million.

    Cash and cash equivalents decreased $134.0 million, or 31.7%, to $289.2 million at December 31, 2024 from $423.2 million at December 31, 2023. The decrease was primarily attributable to purchases of securities of $446.2 million, a decrease in borrowings of $448.1 million, and repurchases of common stock under our stock repurchase program of $5.9 million, partially offset by proceeds from the sale of securities of $321.2 million, principal repayments on securities of $185.6 million, and repayments on loans receivable, and an increase in total deposits of $249.6 million.

    Debt securities available for sale decreased $67.6 million, or 6.2%, to $1.0 billion at December 31, 2024 from $1.1 billion at December 31, 2023. The decrease was attributable to sales of securities with an amortized cost of $357.1 million which resulted in a realized loss of $35.9 million, and repayments on securities of $140.5 million, which was partially offset by purchases of securities of $404.7 million and a decrease in the gross unrealized loss on securities of $34.9 million. The Company sold predominantly fixed rate, low-yielding debt securities and used the proceeds to repay high costing borrowings and purchase higher-yielding debt securities to improve future net interest rate margin.

    Loans receivable, net, increased $37.5 million, or 0.5%, to $7.9 billion at December 31, 2024 from $7.8 billion at December 31, 2023. Multifamily loans, construction loans, and commercial business loans increased $51.5 million, $30.5 million, and $89.0 million, respectively, partially offset by decreases in one-to-four family real estate loans, commercial real estate loans and home equity loans and advances of $81.9 million, $37.2 million and $7.6 million, respectively. The allowance for credit losses for loans increased $4.9 million to $60.0 million at December 31, 2024 from $55.1 million at December 31, 2023. During the year ended December 31, 2024, the increase in the allowance for credit losses for loans was primarily due to net charge-offs of $9.6 million and an increase in loan performance qualitative factors.

    Federal Home Loan Bank stock decreased $20.6 million, or 25.5%, to $60.4 million at December 31, 2024 from $81.0 million at December 31, 2023. The decrease was due to the redemption of stock required upon repaying FHLB borrowings.

    Other assets increased $15.6 million, or 5.1%, to $324.0 million at December 31, 2024 from $308.4 million at December 31, 2023, primarily due to a $14.3 million increase in the Company’s pension plan balance, as the return on plan assets outpaced the growth in the plan’s obligations.

    Total liabilities decreased $210.1 million, or 2.2%, to $9.4 billion at December 31, 2024 from $9.6 billion at December 31, 2023. The decrease was primarily attributable to a decrease in borrowings of $448.1 million, or 29.3%, partially offset by an increase in total deposits of $249.6 million, or 3.2%. The $448.1 million decrease in borrowings was primarily driven by a net decrease in long-term borrowings of $170.0 million, coupled with a decrease in short-term borrowings of $237.8 million. The decrease in long-term borrowings was mainly attributable to the prepayment of $170.0 million of long-term borrowings as part of the balance sheet repositioning transaction as described above. The increase in total deposits primarily consisted of increases in non-interest-bearing and interest-bearing demand deposits and certificates of deposit of $669,000, $54.8 million, and $255.8 million, respectively, partially offset by decreases in money market and savings and club accounts of $13.8 million and $47.8 million, respectively.

    Total stockholders’ equity increased $40.0 million, or 3.8%, to $1.1 billion at December 31, 2024 from $1.0 billion at December 31, 2023. The increase in total stockholders’ equity was primarily attributable to the recognition of $8.0 million in stock based compensation expense and an increase of $48.2 million in other comprehensive income, which includes changes in unrealized losses on debt securities available for sale and unrealized gains on swap contracts, net of taxes. These increases were partially offset by a net loss of $11.7 million, and the repurchase of 365,116 shares of common stock at a cost of approximately $5.9 million, or $16.14 per share, under our stock repurchase program. Repurchases have been paused in order to retain capital.

    Asset Quality

    The Company’s non-performing loans at December 31, 2024 totaled $21.7 million, or 0.28% of total gross loans, as compared to $12.6 million, or 0.16% of total gross loans, at December 31, 2023. The $9.1 million increase in non-performing loans was primarily attributable to an increase in non-performing commercial business loans of $3.3 million and an increase in non-performing one-to-four family real estate loans of $5.6 million. The increase in non-performing commercial business loans primarily consists of two loans totaling $6.4 million at December 31, 2024, partially offset by the charge-off of a $3.7 million loan to a technology company during 2024. The increase in non-performing one-to-four family real estate loans was due to an increase in the number of loans from 17 non-performing loans at December 31, 2023 to 32 loans at December 31, 2024. Non-performing assets as a percentage of total assets totaled 0.22% at December 31, 2024 as compared to 0.12% at December 31, 2023.

    For the quarter ended December 31, 2024, net charge-offs totaled $1.4 million, as compared to $173,000 in net charge-offs recorded for the quarter ended December 31, 2023. For the year ended December 31, 2024, net charge-offs totaled $9.6 million, as compared to $2.5 million in net charge-offs recorded for the year ended December 31, 2023. Net charge-offs for the year ended December 31, 2024 included charge-offs related to 17 commercial business loans totaling $9.2 million. Recoveries on previously charged-off loans for the quarter ended December 31, 2024, and the year ended December 31, 2024, totaled approximately $88,000 and $1.4 million, respectively.

    The Company’s allowance for credit losses on loans was $60.0 million, or 0.76% of total gross loans, at December 31, 2024, compared to $55.1 million, or 0.70% of total gross loans, at December 31, 2023. The increase in the allowance for credit losses for loans was primarily due to net charge-offs of $9.6 million and an increase in loan performance qualitative factors.

    Additional Liquidity, Loan, and Deposit Information

    The Company services a diverse retail and commercial deposit base through its 69 branches. With over 215,000 accounts, the average deposit account balance was approximately $38,000 at December 31, 2024.

    Deposit balances are summarized as follows:

        At December 31, 2024   At September 30, 2024
        Balance   Weighted Average Rate   Balance   Weighted Average Rate
        (Dollars in thousands)
                     
    Non-interest-bearing demand   $ 1,438,030     — %   $ 1,406,152     — %
    Interest-bearing demand     2,021,312     2.19       1,980,298     2.41  
    Money market accounts     1,241,691     2.82       1,239,204     2.92  
    Savings and club deposits     652,501     0.75       649,858     0.79  
    Certificates of deposit     2,742,615     4.24       2,682,547     4.45  
    Total deposits   $ 8,096,149     2.47 %   $ 7,958,059     2.62 %

    The Company continues to maintain strong liquidity and capital positions. The Company had no outstanding borrowings from the Federal Reserve Discount Window at December 31, 2024. As of December 31, 2024, the Company had immediate access to approximately $2.7 billion of funding, with additional unpledged loan collateral available to pledge is approximately $2.1 billion.

    At December 31, 2024, the Company’s non-performing commercial real estate loans totaled $2.9 million, or 0.04%, of the total loans receivable loan portfolio balance.

    The following table presents multifamily real estate, owner occupied commercial real estate, and the components of investor owned commercial real estate loans included in the real estate loan portfolio.

        At December 31, 2024
        (Dollars in thousands)
        Balance   % of Gross Loans   Weighted Average Loan to Value Ratio   Weighted Average Debt Service Coverage
    Multifamily Real Estate   $ 1,460,641     18.4 %   58.0 %   1.59 x
                       
    Owner Occupied Commercial Real Estate   $ 688,341     8.7 %   53.3 %   2.22 x
                       
    Investor Owned Commercial Real Estate:                  
    Retail / Shopping centers   $ 506,544     6.4 %   51.6 %   1.50 x
    Mixed Use     214,148     2.7     57.3     1.58  
    Industrial / Warehouse     383,585     4.8     54.7     1.69  
    Non-Medical Office     193,569     2.4     50.8     1.65  
    Medical Office     120,381     1.5     58.5     1.46  
    Single Purpose     96,907     1.2     52.3     3.13  
    Other     136,408     1.7     47.8     1.76  
    Total   $ 1,651,542     20.9 %   53.2 %   1.69  
                       
    Total Multifamily and Commercial Real Estate Loans   $ 3,800,524     48.0 %   55.1 %   1.75 x

    At December 31, 2024, the Company had less than $1.0 million in loan exposure to office or rent stabilized multifamily loans in New York City.

    Annual Meeting of Stockholders

    On January 28, 2025, the Company also announced that its annual meeting of stockholders will be held on June 5, 2025.

    About Columbia Financial, Inc.

    The consolidated financial results include the accounts of Columbia Financial, Inc., its wholly-owned subsidiary Columbia Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries. Columbia Financial, Inc. is a Delaware corporation organized as Columbia Bank’s mid-tier stock holding company. Columbia Financial, Inc. is a majority-owned subsidiary of Columbia Bank, MHC. Columbia Bank is a federally chartered savings bank headquartered in Fair Lawn, New Jersey that operates 69 full-service banking offices and offers traditional financial services to consumers and businesses in its market area.

    Forward-Looking Statements

    Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “projects,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on the Company’s business activities; changes in interest rates, higher inflation and their impact on national and local economic conditions; changes in monetary and fiscal policies of the U.S. Treasury, the Board of Governors of the Federal Reserve System and other governmental entities; the impact of legal, judicial and regulatory proceedings or investigations, competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which the Company operates, including changes that adversely affect a borrowers’ ability to service and repay the Company’s loans; the effect of acts of terrorism, war or pandemics,, including on our credit quality and business operations, as well as its impact on general economic and financial market conditions; changes in the value of securities in the Company’s portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and securities; legislative changes and changes in government regulation; changes in accounting standards and practices; the risk that goodwill and intangibles recorded in the Company’s consolidated financial statements will become impaired; cyber-attacks, computer viruses and other technological risks that may breach the security of our systems and allow unauthorized access to confidential information; the inability of third party service providers to perform; demand for loans in the Company’s market area; the Company’s ability to attract and maintain deposits and effectively manage liquidity; risks related to the implementation of acquisitions, dispositions, and restructurings; the successful implementation of our December 2024 balance sheet repositioning transaction; the risk that the Company may not be successful in the implementation of its business strategy, or its integration of acquired financial institutions and businesses, and changes in assumptions used in making such forward-looking statements which are subject to numerous risks and uncertainties, including but not limited to, those set forth in Item 1A of the Company’s Annual Report on Form 10-K and those set forth in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company’s actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law.

    Non-GAAP Financial Measures

    Reported amounts are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). This press release also contains certain supplemental non-GAAP information that the Company’s management uses in its analysis of the Company’s financial results. Specifically, the Company provides measures based on what it believes are its operating earnings on a consistent basis and excludes material non-routine operating items which affect the GAAP reporting of results of operations. The Company’s management believes that providing this information to analysts and investors allows them to better understand and evaluate the Company’s core financial results for the periods presented. 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.

    The Company also provides measurements and ratios based on tangible stockholders’ equity. These measures are commonly utilized by regulators and market analysts to evaluate a company’s financial condition and, therefore, the Company’s management believes that such information is useful to investors.

    A reconciliation of GAAP to non-GAAP financial measures are included at the end of this press release. See “Reconciliation of GAAP to Non-GAAP Financial Measures”.

     
    COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
    Consolidated Statements of Financial Condition
    (In thousands)
     
        December 31,
          2024       2023  
    Assets   (Unaudited)    
    Cash and due from banks   $ 289,113     $ 423,140  
    Short-term investments     110       109  
    Total cash and cash equivalents     289,223       423,249  
             
    Debt securities available for sale, at fair value     1,025,946       1,093,557  
    Debt securities held to maturity, at amortized cost (fair value of $350,153, and $357,177 at December 31, 2024 and 2023, respectively)     392,840       401,154  
    Equity securities, at fair value     6,673       4,079  
    Federal Home Loan Bank stock     60,387       81,022  
             
    Loans receivable     7,916,928       7,874,537  
    Less: allowance for credit losses     59,958       55,096  
    Loans receivable, net     7,856,970       7,819,441  
             
    Accrued interest receivable     40,383       39,345  
    Office properties and equipment, net     81,772       83,577  
    Bank-owned life insurance     274,908       268,362  
    Goodwill and intangible assets     121,008       123,350  
    Other real estate owned     1,334       —  
    Other assets     324,049       308,432  
    Total assets   $ 10,475,493     $ 10,645,568  
             
    Liabilities and Stockholders’ Equity        
    Liabilities:        
    Deposits   $ 8,096,149     $ 7,846,556  
    Borrowings     1,080,600       1,528,695  
    Advance payments by borrowers for taxes and insurance     45,453       43,509  
    Accrued expenses and other liabilities     172,915       186,473  
    Total liabilities     9,395,117       9,605,233  
             
    Stockholders’ equity:        
    Total stockholders’ equity     1,080,376       1,040,335  
    Total liabilities and stockholders’ equity   $ 10,475,493     $ 10,645,568  
    COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
    Consolidated Statements of Income
    (In thousands, except per share data)
     
        Three Months Ended December 31,   Year Ended December 31,
          2024       2023       2024       2023  
    Interest income:   (Unaudited)   (Unaudited)    
    Loans receivable   $ 96,202     $ 91,744     $ 382,266     $ 343,770  
    Debt securities available for sale and equity securities     9,793       7,077       36,411       28,120  
    Debt securities held to maturity     2,479       2,370       9,966       9,708  
    Federal funds and interest-earning deposits     3,309       4,828       15,181       8,188  
    Federal Home Loan Bank stock dividends     1,843       1,531       7,602       5,192  
    Total interest income     113,626       107,550       451,426       394,978  
    Interest expense:                
    Deposits     51,943       43,429       202,383       125,162  
    Borrowings     15,256       18,782       71,061       63,940  
    Total interest expense     67,199       62,211       273,444       189,102  
                     
    Net interest income     46,427       45,339       177,982       205,876  
                     
    Provision for credit losses     2,876       1,155       14,451       4,787  
                     
    Net interest income after provision for credit losses     43,551       44,184       163,531       201,089  
                     
    Non-interest income:                
    Demand deposit account fees     1,809       1,330       6,507       5,145  
    Bank-owned life insurance     2,066       4,456       7,319       10,126  
    Title insurance fees     570       560       2,505       2,400  
    Loan fees and service charges     1,193       1,144       4,483       4,510  
    Loss on securities transactions     (34,595 )     —       (35,851 )     (10,847 )
    Change in fair value of equity securities     2,169       446       2,594       695  
    Gain on sale of loans     81       154       906       1,214  
    Other non-interest income     2,991       3,159       13,431       14,136  
    Total non-interest income     (23,716 )     11,249       1,894       27,379  
                     
    Non-interest expense:                
    Compensation and employee benefits     26,579       28,463       109,489       120,846  
    Occupancy     5,861       5,590       23,482       22,927  
    Federal deposit insurance premiums     1,829       5,015       7,581       8,639  
    Advertising     457       498       2,510       2,805  
    Professional fees     2,567       3,083       14,164       9,824  
    Data processing and software expenses     3,572       4,154       15,578       15,039  
    Merger-related expenses     928       326       1,665       606  
    Loss on extinguishment of debt     3,447       300       3,447       300  
    Other non-interest expense     1,356       570       3,419       1,431  
    Total non-interest expense     46,596       47,999       181,335       182,417  
                     
    (Loss) income before income tax (benefit) expense     (26,761 )     7,434       (15,910 )     46,051  
                     
     Income tax (benefit) expense     (5,538 )     865       (4,257 )     9,965  
                     
    Net (loss) income   $ (21,223 )   $ 6,569     $ (11,653 )   $ 36,086  
                     
    (Loss) earnings per share-basic   $ (0.21 )   $ 0.06     $ (0.11 )   $ 0.35  
    (Loss) earnings per share-diluted   $ (0.21 )   $ 0.06     $ (0.11 )   $ 0.35  
    Weighted average shares outstanding-basic     101,686,108       101,656,890       101,676,758       102,656,388  
    Weighted average shares outstanding-diluted     101,945,750       101,817,194       101,839,507       102,894,969  
    COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
    Average Balances/Yields
     
        For the Three Months Ended December 31,
          2024       2023  
        Average Balance   Interest and Dividends   Yield / Cost   Average Balance   Interest and Dividends   Yield / Cost
        (Dollars in thousands)
    Interest-earnings assets:                        
    Loans   $ 7,839,416     $ 96,202     4.88 %   $ 7,816,272     $ 91,744     4.66 %
    Securities     1,635,028       12,272     2.99 %     1,453,863       9,447     2.58 %
    Other interest-earning assets     341,393       5,152     6.00 %     447,369       6,359     5.64 %
    Total interest-earning assets     9,815,837       113,626     4.61 %     9,717,504       107,550     4.39 %
    Non-interest-earning assets     874,522               854,857          
    Total assets   $ 10,690,359             $ 10,572,361          
                             
    Interest-bearing liabilities:                        
    Interest-bearing demand   $ 2,027,003     $ 13,686     2.69 %   $ 2,000,406     $ 12,308     2.44 %
    Money market accounts     1,235,421       7,630     2.46 %     1,119,290       8,962     3.18 %
    Savings and club deposits     649,686       1,209     0.74 %     714,664       846     0.47 %
    Certificates of deposit     2,696,740       29,418     4.34 %     2,416,773       21,313     3.50 %
    Total interest-bearing deposits     6,608,850       51,943     3.13 %     6,251,133       43,429     2.76 %
    FHLB advances     1,298,686       15,102     4.63 %     1,494,794       18,592     4.93 %
    Notes payable     —       —     — %     916       23     9.96 %
    Junior subordinated debentures     7,036       154     8.71 %     7,013       167     9.45 %
    Total borrowings     1,305,722       15,256     4.65 %     1,502,723       18,782     4.96 %
    Total interest-bearing liabilities     7,914,572     $ 67,199     3.38 %     7,753,856     $ 62,211     3.18 %
                             
    Non-interest-bearing liabilities:                        
    Non-interest-bearing deposits     1,460,125               1,441,005          
    Other non-interest-bearing liabilities     241,582               247,545          
    Total liabilities     9,616,279               9,442,406          
    Total stockholders’ equity     1,074,080               1,129,955          
    Total liabilities and stockholders’ equity   $ 10,690,359             $ 10,572,361          
                             
    Net interest income       $ 46,427             $ 45,339      
    Interest rate spread           1.23 %           1.21 %
    Net interest-earning assets   $ 1,901,265             $ 1,963,648          
    Net interest margin           1.88 %           1.85 %
    Ratio of interest-earning assets to interest-bearing liabilities     124.02 %             125.32 %        
    COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
    Average Balances/Yields
     
        For the Years Ended December 31,
          2024       2023  
        Average Balance   Interest and Dividends   Yield / Cost   Average Balance   Interest and Dividends   Yield / Cost
        (Dollars in thousands)
    Interest-earnings assets:                        
    Loans   $ 7,801,939     $ 382,266     4.90 %   $ 7,748,096     $ 343,770     4.44 %
    Securities     1,622,519       46,377     2.86 %     1,540,726       37,828     2.46 %
    Other interest-earning assets     363,370       22,783     6.27 %     241,520       13,380     5.54 %
    Total interest-earning assets     9,787,828     $ 451,426     4.61 %     9,530,342     $ 394,978     4.14 %
    Non-interest-earning assets     865,684               840,215          
    Total assets   $ 10,653,512             $ 10,370,557          
                             
    Interest-bearing liabilities:                        
    Interest-bearing demand   $ 1,986,215     $ 55,360     2.79 %   $ 2,183,333     $ 37,774     1.73 %
    Money market accounts     1,235,495       32,977     2.67 %     951,174       24,296     2.55 %
    Savings and club deposits     667,836       5,130     0.77 %     793,303       2,231     0.28 %
    Certificates of deposit     2,587,360       108,916     4.21 %     2,229,042       60,861     2.73 %
    Total interest-bearing deposits     6,476,906       202,383     3.12 %     6,156,852       125,162     2.03 %
    FHLB advances     1,454,674       70,418     4.84 %     1,315,401       62,398     4.74 %
    Notes payable     —       —     — %     22,780       918     4.03 %
    Junior subordinated debentures     7,023       640     9.11 %     7,054       624     8.85 %
    Other borrowings     55       3     5.45 %     —       —     — %
    Total borrowings     1,461,752       71,061     4.86 %     1,345,235       63,940     4.75 %
    Total interest-bearing liabilities     7,938,658     $ 273,444     3.44 %     7,502,087     $ 189,102     2.52 %
                             
    Non-interest-bearing liabilities:                        
    Non-interest-bearing deposits     1,420,104               1,539,354          
    Other non-interest-bearing liabilities     242,290               231,018          
    Total liabilities     9,601,052               9,272,459          
    Total stockholders’ equity     1,052,460               1,098,098          
    Total liabilities and stockholders’ equity   $ 10,653,512             $ 10,370,557          
                             
    Net interest income       $ 177,982             $ 205,876      
    Interest rate spread           1.17 %           1.62 %
    Net interest-earning assets   $ 1,849,170             $ 2,028,255          
    Net interest margin           1.82 %           2.16 %
    Ratio of interest-earning assets to interest-bearing liabilities     123.29 %             127.04 %        
    COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
    Components of Net Interest Rate Spread and Margin
     
        Average Yields/Costs by Quarter
        December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
    Yield on interest-earning assets:                    
    Loans   4.88 %   5.00 %   4.93 %   4.79 %   4.66 %
    Securities   2.99     2.90     2.89     2.65     2.58  
    Other interest-earning assets   6.00     6.72     6.30     6.06     5.64  
    Total interest-earning assets   4.61 %   4.70 %   4.64 %   4.50 %   4.39 %
                         
    Cost of interest-bearing liabilities:                    
    Total interest-bearing deposits   3.13 %   3.21 %   3.14 %   3.02 %   2.76 %
    Total borrowings   4.65     4.87     4.92     4.98     4.96  
    Total interest-earning liabilities   3.38 %   3.52 %   3.49 %   3.38 %   3.18 %
                         
    Interest rate spread   1.23 %   1.18 %   1.15 %   1.12 %   1.21 %
    Net interest margin   1.88 %   1.84 %   1.81 %   1.75 %   1.85 %
                         
    Ratio of interest-earning assets to interest-bearing liabilities   124.02 %   123.06 %   123.03 %   123.06 %   125.32 %
    COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
    Selected Financial Highlights
                         
        December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
                         
    SELECTED FINANCIAL RATIOS(1):                    
    Return on average assets   (0.79 )%   0.23 %   0.17 %   (0.04 )%   0.25 %
    Core return on average assets   0.42 %   0.23 %   0.20 %   0.02 %   0.38 %
    Return on average equity   (7.86 )%   2.32 %   1.77 %   (0.45 )%   2.31 %
    Core return on average equity   4.09 %   2.29 %   2.06 %   0.18 %   3.56 %
    Core return on average tangible equity   4.74 %   2.58 %   2.34 %   0.20 %   3.99 %
    Interest rate spread   1.23 %   1.18 %   1.15 %   1.12 %   1.21 %
    Net interest margin   1.88 %   1.84 %   1.81 %   1.75 %   1.85 %
    Non-interest income to average assets   (0.88 )%   0.33 %   0.35 %   0.28 %   0.42 %
    Non-interest expense to average assets   1.73 %   1.60 %   1.74 %   1.74 %   1.80 %
    Efficiency ratio   205.17 %   78.95 %   86.83 %   91.96 %   84.82 %
    Core efficiency ratio   73.68 %   79.14 %   85.34 %   88.39 %   76.93 %
    Average interest-earning assets to average interest-bearing liabilities   124.02 %   123.06 %   123.03 %   123.06 %   125.32 %
    Net charge-offs to average outstanding loans   0.07 %   0.14 %   0.03 %   0.26 %   0.01 %
                         
    (1) Ratios are annualized when appropriate.
    ASSET QUALITY:                    
        December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
        (Dollars in thousands)
                         
    Non-accrual loans   $ 21,701     $ 28,014     $ 25,281     $ 22,935     $ 12,618  
    90+ and still accruing     —       —       —       —       —  
    Non-performing loans     21,701       28,014       25,281       22,935       12,618  
    Real estate owned     1,334       1,974       1,974       —       —  
    Total non-performing assets   $ 23,035     $ 29,988     $ 27,255     $ 22,935     $ 12,618  
                         
    Non-performing loans to total gross loans     0.28 %     0.36 %     0.33 %     0.30 %     0.16 %
    Non-performing assets to total assets     0.22 %     0.28 %     0.25 %     0.22 %     0.12 %
    Allowance for credit losses on loans (“ACL”)   $ 59,958     $ 58,495     $ 57,062     $ 55,401     $ 55,096  
    ACL to total non-performing loans     276.29 %     208.81 %     225.71 %     241.56 %     436.65 %
    ACL to gross loans     0.76 %     0.75 %     0.73 %     0.71 %     0.70 %
    LOAN DATA:                    
        December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023
        (In thousands)  
    Real estate loans:                    
    One-to-four family   $ 2,710,937     $ 2,737,190     $ 2,764,177     $ 2,778,932     $ 2,792,833  
    Multifamily     1,460,641       1,399,000       1,409,316       1,429,369       1,409,187  
    Commercial real estate     2,339,883       2,312,759       2,316,252       2,318,178       2,377,077  
    Construction     473,573       510,439       462,880       437,566       443,094  
    Commercial business loans     622,000       586,447       554,768       538,260       533,041  
    Consumer loans:                    
    Home equity loans and advances     259,009       261,041       260,427       260,786       266,632  
    Other consumer loans     3,404       2,877       2,689       2,601       2,801  
    Total gross loans     7,869,447       7,809,753       7,770,509       7,765,692       7,824,665  
    Purchased credit deteriorated loans     11,686       11,795       12,150       14,945       15,089  
    Net deferred loan costs, fees and purchased premiums and discounts     35,795       35,642       36,352       34,992       34,783  
    Allowance for credit losses     (59,958 )     (58,495 )     (57,062 )     (55,401 )     (55,096 )
    Loans receivable, net   $ 7,856,970     $ 7,798,695     $ 7,761,949     $ 7,760,228     $ 7,819,441  
    CAPITAL RATIOS:        
        December 31,
        2024(1)   2023
    Company:        
    Total capital (to risk-weighted assets)   14.20 %   14.08 %
    Tier 1 capital (to risk-weighted assets)   13.40 %   13.32 %
    Common equity tier 1 capital (to risk-weighted assets)   13.31 %   13.23 %
    Tier 1 capital (to adjusted total assets)   10.02 %   10.04 %
             
    Columbia Bank:        
    Total capital (to risk-weighted assets)   14.41 %   14.02 %
    Tier 1 capital (to risk-weighted assets)   13.56 %   13.22 %
    Common equity tier 1 capital (to risk-weighted assets)   13.56 %   13.22 %
    Tier 1 capital (to adjusted total assets)   9.64 %   9.48 %
             
    (1) Estimated ratios at December 31, 2024.        
    Reconciliation of GAAP to Non-GAAP Financial Measures
             
    Book and Tangible Book Value per Share
        December 31,
          2024       2023  
        (Dollars in thousands)
    Total stockholders’ equity   $ 1,080,376     $ 1,040,335  
    Less: goodwill     (110,715 )     (110,715 )
    Less: core deposit intangible     (8,964 )     (11,155 )
    Total tangible stockholders’ equity   $ 960,697     $ 918,465  
             
    Shares outstanding     104,759,185       104,918,905  
             
    Book value per share   $ 10.31     $ 9.92  
    Tangible book value per share   $ 9.17     $ 8.75  
    Reconciliation of Core Net Income
        Three Months Ended December 31,   Years Ended December 31,
          2024       2023       2024       2023  
        (In thousands)
    Net (loss) income   $ (21,223 )   $ 6,569     $ (11,653 )   $ 36,086  
    Add: loss on securities transactions, net of tax     28,952       —       30,082       9,249  
    Add: FDIC special assessment, net of tax     —       3,009       385       3,009  
    Add: severance expense from reduction in workforce, net of tax     —       —       67       1,390  
    Add: merger-related expenses, net of tax     777       288       1,468       529  
    Add: loss on extinguishment of debt, net of tax     2,885       265       2,885       265  
    Add: litigation expenses, net of tax     —       —       —       262  
    Core net income   $ 11,391     $ 10,131     $ 23,234     $ 50,790  
    Return on Average Assets
        Three Months Ended December 31,   Years Ended December 31,
          2024       2023       2024       2023  
        (Dollars in thousands)
    Net (loss) income   $ (21,223 )   $ 6,569     $ (11,653 )   $ 36,086  
                     
    Average assets   $ 10,690,359     $ 10,572,361     $ 10,653,512     $ 10,370,557  
                     
    Return on average assets     (0.79 )%     0.25 %     (0.11 )%     0.35 %
                     
    Core net income   $ 11,391     $ 10,131     $ 23,234     $ 50,790  
                     
    Core return on average assets     0.42 %     0.38 %     0.22 %     0.49 %
    Reconciliation of GAAP to Non-GAAP Financial Measures (continued)    
                     
    Return on Average Equity
        Three Months Ended December 31,   Years Ended December 31,
          2024       2023       2024       2023  
        (Dollars in thousands)
    Total average stockholders’ equity   $ 1,074,080     $ 1,129,955     $ 1,052,460     $ 1,098,098  
    Add: loss on securities transactions, net of tax     28,952       —       30,082       9,249  
    Add: FDIC special assessment, net of tax     —       3,009       385       3,009  
    Add: severance expense from reduction in workforce, net of tax     —       —       67       1,390  
    Add: merger-related expenses, net of tax     777       288       1,468       529  
    Add: loss on extinguishment of debt, net of tax     2,885       265       2,885       265  
    Add: litigation expenses, net of tax     —       —       —       262  
    Core average stockholders’ equity   $ 1,106,694     $ 1,133,517     $ 1,087,347     $ 1,112,802  
                     
    Return on average equity     (7.86 )%     2.31 %     (1.11 )%     3.29 %
                     
    Core return on core average equity     4.09 %     3.56 %     2.14 %     4.56 %
    Return on Average Tangible Equity
        Three Months Ended December 31,   Years Ended December 31,
          2024       2023       2024       2023  
        (Dollars in thousands)
    Total average stockholders’ equity   $ 1,074,080     $ 1,129,955     $ 1,052,460     $ 1,098,098  
    Less: average goodwill     (110,715 )     (110,715 )     (110,715 )     (110,715 )
    Less: average core deposit intangible     (9,311 )     (11,524 )     (10,119 )     (12,398 )
    Total average tangible stockholders’ equity   $ 954,054     $ 1,007,716     $ 931,626     $ 974,985  
                     
    Core return on average tangible equity     4.74 %     3.99 %     2.49 %     5.21 %
    Reconciliation of GAAP to Non-GAAP Financial Measures (continued)    
                     
    Efficiency Ratios
        Three Months Ended December 31,   Years Ended December 31,
          2024       2023       2024       2023  
        (Dollars in thousands)
    Net interest income   $ 46,427     $ 45,339     $ 177,982     $ 205,876  
    Non-interest income     (23,716 )     11,249       1,894       27,379  
    Total income   $ 22,711     $ 56,588     $ 179,876     $ 233,255  
                     
    Non-interest expense   $ 46,596     $ 47,999     $ 181,335     $ 182,417  
                     
    Efficiency ratio     205.17 %     84.82 %     100.81 %     78.20 %
                     
    Non-interest income   $ (23,716 )   $ 11,249     $ 1,894     $ 27,379  
    Add: loss on securities transactions     34,595       —       35,851       10,847  
    Core non-interest income   $ 10,879     $ 11,249     $ 37,745     $ 38,226  
                     
    Non-interest expense   $ 46,596     $ 47,999     $ 181,335     $ 182,417  
    Less: FDIC special assessment     —       (3,840 )     (439 )     (3,840 )
    Less: severance expense from reduction in workforce     —       —       (74 )     (1,605 )
    Less: merger-related expenses     (928 )     (326 )     (1,665 )     (606 )
    Less: loss on extinguishment of debt     (3,447 )     (300 )     (3,447 )     (300 )
    Less: litigation expenses     —       —       —       (317 )
    Core non-interest expense   $ 42,221     $ 43,533     $ 175,710     $ 175,749  
                     
    Core efficiency ratio     73.68 %     76.93 %     81.45 %     72.00 %


    Columbia Financial, Inc.
    Investor Relations Department
    (833) 550-0717

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

    CLEARFIELD, Pa., Jan. 28, 2025 (GLOBE NEWSWIRE) — CNB Financial Corporation (“Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the three and twelve months ended December 31, 2024.

    Executive Summary

    • Net income available to common shareholders (“earnings”) was $14.0 million, or $0.66 per diluted share, for the three months ended December 31, 2024, compared to earnings of $12.9 million, or $0.61 per diluted share, for the three months ended September 30, 2024. The quarterly increase was a result of an increase in net interest income combined with a reduction in non-interest expense, partially offset by a decrease in non-interest income, as discussed in more detail below. The increase in fourth quarter 2024 earnings and diluted earnings per share when compared to earnings of $12.9 million, or $0.62 per diluted share, in the quarter ended December 31, 2023 was primarily due to increases in both net interest income and non-interest income, coupled with a decrease in non-interest expense, partially offset by an increase in the provision for credit losses.
    • Earnings were $50.3 million, or $2.39 per diluted share, for the twelve months ended December 31, 2024, compared to earnings of $53.7 million, or $2.55 per diluted share, for the twelve months ended December 31, 2023. The decrease in earnings and diluted earnings per share comparing the twelve months ended December 31, 2024 to the twelve months ended December 31, 2023 was primarily due to the rise in deposit costs year over year, as discussed in more detail below.
    • At December 31, 2024, loans totaled $4.5 billion excluding the balances of syndicated loans. This adjusted total of $4.5 billion in loans represented a quarterly increase of $6.6 million, or 0.15% (0.58% annualized), compared to the same adjusted total loans measured as of September 30, 2024, and a year-over-year increase of $169.4 million, or 3.88%, compared to the same adjusted total loans measured as of December 31, 2023. The increase in loans for the quarter ended December 31, 2024 compared to the quarter ended September 30, 2024 was primarily driven by commercial and residential real estate growth across our regions, including growth in CNB’s Private Banking division. This growth was partially offset by a larger volume of loan payoffs during the quarter. The year-over-year growth in loans as of December 31, 2024 compared to loans as of December 31, 2023 resulted primarily from growth in commercial and residential real estate loans in the Corporation’s more recent expansion markets of Cleveland, OH and Roanoke, VA. Additional growth occurred in commercial and residential real estate loans in the Columbus, OH market, commercial industrial loans in the Erie, PA market, and residential real estate loans in CNB Bank’s Private Banking division.
      • At December 31, 2024, the Corporation’s balance sheet reflected an increase in syndicated lending balances of $10.4 million compared to September 30, 2024. The increase in syndicated lending balances was the result of the Corporation identifying loans with the combination of meeting the Corporation’s traditionally disciplined high credit quality standards, and with favorable yields versus investment alternatives. Year over year, the Corporation’s balance sheet reported a decrease in syndicated lending balances of $28.8 million compared to December 31, 2023, resulting from scheduled paydowns or early payoffs of certain syndicated loans. The syndicated loan portfolio totaled $79.9 million, or 1.73% of total loans, at December 31, 2024, compared to $69.5 million, or 1.51% of total loans, at September 30, 2024 and $108.7 million, or 2.43% of total loans, at December 31, 2023. The Corporation closely manages the level and composition of its syndicated loan portfolio to ensure it continues to provide a high credit quality, profitable use of excess liquidity to complement the Corporation’s loan growth from its in-market customer relationships.
    • At December 31, 2024, total deposits were $5.4 billion, reflecting a quarterly increase of $154.4 million, or 2.96% (11.78% annualized), compared to September 30, 2024, and a year-over-year increase of $372.6 million, or 7.45%, compared to total deposits measured as of December 31, 2023. The increase in deposit balances compared to September 30, 2024 was primarily attributable to an increase in retail and business savings and retail time deposits. Additional deposit and liquidity profile details were as follows:
      • At December 31, 2024, the total estimated uninsured deposits for CNB Bank were approximately $1.5 billion, or approximately 27.71% of total CNB Bank deposits. However, when excluding $101.9 million of affiliate company deposits and $429.0 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $986.0 million, or approximately 18.01% of total CNB Bank deposits as of December 31, 2024.
        • The level of adjusted uninsured deposits at December 31, 2024 was relatively unchanged compared to the level at September 30, 2024, when the total estimated uninsured deposits for CNB Bank were approximately $1.5 billion, or approximately 28.50% of total CNB Bank deposits. Excluding $103.1 million of affiliate company deposits and $462.7 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $950.6 million, or approximately 17.87% of total CNB Bank deposits as of September 30, 2024.
      • At December 31, 2024, the average deposit balance per account for CNB Bank was approximately $34 thousand, which has remained consistently at this level for an extended period. CNB Bank has experienced increases in the volume of business deposits, as well as retail customer household deposits, including those that continue to be added after the 2023 launches of (i) CNB Bank’s “At Ease” account, a service for U.S. service member and veteran families, and (ii) CNB Bank’s women-focused banking division, Impressia Bank.
      • At December 31, 2024, the Corporation had $375.0 million of cash equivalents held in CNB Bank’s interest-bearing deposit account at the Federal Reserve. These excess funds, when combined with collective contingent liquidity resources of $4.6 billion including (i) available borrowing capacity from the Federal Home Bank of Pittsburgh (“FHLB”) and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, resulted in the total on-hand and contingent liquidity sources for the Corporation as of December 31, 2024 to be approximately 5.0 times the estimated amount of adjusted uninsured deposit balances discussed above.
    • At December 31, 2024, September 30, 2024 and December 31, 2023, the Corporation had no outstanding short-term borrowings from the FHLB or the Federal Reserve’s Discount Window.
    • At December 31, 2024, the Corporation’s pre-tax net unrealized losses on available-for-sale and held-to-maturity securities totaled $74.8 million, or 12.25% of total shareholders’ equity, compared to $62.5 million, or 10.30% of total shareholders’ equity, at September 30, 2024 and $82.2 million, or 14.40% of total shareholders’ equity, at December 31, 2023. The change in unrealized losses during the fourth quarter 2024 was primarily due to changes in the yield curve compared to the third quarter of 2024, coupled with the Corporation’s scheduled bond maturities, which were all realized at par. Importantly, all regulatory capital ratios for the Corporation would still exceed regulatory “well-capitalized” levels as of December 31, 2024, September 30, 2024, and December 31, 2023 if the net unrealized losses at the respective dates were fully recognized. Additionally, the Corporation maintained approximately $100.7 million of liquid funds at its holding company, which more than covers the $74.8 million in unrealized losses on investments held primarily in its wholly-owned banking subsidiary, as an immediately available source of contingent capital to be down-streamed to CNB Bank, if necessary.
    • Total nonperforming assets were approximately $59.5 million, or 0.96% of total assets, as of December 31, 2024, compared to $42.0 million, or 0.70% of total assets, as of September 30, 2024, and $31.8 million, or 0.55% of total assets, as of December 31, 2023. The increase in nonperforming assets for the three months ended December 31, 2024 compared to the three months ended September 30, 2024 was primarily due to one commercial multifamily relationship totaling $20.4 million with a specific reserve balance of $885 thousand. Management does not believe there is a risk of significant additional loss exposure beyond the specific reserves related to this loan relationship and is actively working with the borrower and their real estate broker to facilitate the sale of the property. The increase in non-performing assets at December 31, 2024 compared to December 31, 2023 was due to the loan relationship discussed above, as well as certain commercial and industrial and owner-occupied commercial real estate relationships as previously disclosed in the second quarter of 2024 and a commercial relationship (consisting of various loan types) in the third quarter of 2024. For the three months ended December 31, 2024, net loan charge-offs were $2.1 million, or 0.19% (annualized) of average total loans and loans held for sale, compared to $1.2 million, or 0.11% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2024, and $1.2 million, or 0.11% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2023. The increase in net loan charge-offs during the quarter ended December 31, 2024 was primarily related to (i) an owner-occupied commercial real estate relationship with a charge-off of $750 thousand (remaining balance of approximately $3.8 million with specific reserves of $1.4 million), and (ii) a nonowner-occupied commercial real estate relationship for $625 thousand (no remaining balance).
    • Pre-provision net revenue (“PPNR”), a non-GAAP measure, was $21.6 million for the three months ended December 31, 2024, compared to $19.7 million and $18.4 million for the three months ended September 30, 2024 and December 31, 2023, respectively.1 The fourth quarter 2024 PPNR, when compared to the third quarter of 2024, reflected increases in net interest income and reductions in non-interest expense, partially offset by a reduction in quarterly non-interest income. The increase in PPNR for the three months ended December 31, 2024, compared to the three months ended December 31, 2023 was primarily attributable to the increases in net interest income and non-interest income. PPNR was $76.6 million for the twelve months ended December 31, 2024 compared to $77.8 million for the twelve months ended December 31, 2023.1 The decrease in PPNR for the twelve months ended December 31, 2024 compared to the twelve months ended December 31, 2023 was primarily attributable to the significant year-over-year increase in deposit costs, coupled with increases in certain personnel costs (primarily from new offices and personnel added in the recently added expansion markets of Cleveland, OH and Roanoke, VA). Also, the Corporation incurred additional technology expenses for the recently completed full implementation of certain franchise-wide business development and customer relationship management applications.

    1 This release contains references to certain financial measures that are not defined under U.S. Generally Accepted Accounting Principles (“GAAP”). Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. A reconciliation of these non-GAAP financial measures is provided in the “Reconciliation of Non-GAAP Financial Measures” section.

    Commenting on the Corporation’s positive quarterly results, Michael Peduzzi, President and CEO of both the Corporation and CNB Bank, stated, “CNB’s performance for the fourth quarter of 2024 continued the favorable trend of increased earnings for each of the most recent three quarters. This favorable earnings trend is the result of a continued implementation of the fundamental strategic initiatives that we continue to focus on – deepening existing customer relationships while adding new clients in both interest-earning and fee-based activities, remaining committed to our traditionally disciplined loan and investment underwriting standards, employing risk-based and market-relevant loan and deposit pricing, and continuing solid risk measurement and management practices. While we remain confident in the continued growth and increasing profitability of our current multi-state core franchise, we are very excited by the prospect of expanding our business development model across all of our financial services, and realizing even greater back-office efficiencies of operating scale, with our recently announced plan to add over $2 billion in assets with our intended acquisition of ESSA Bancorp, Inc. (“ESSA Bancorp”) and its banking subsidiary, ESSA Bank & Trust, based primarily in northeastern Pennsylvania (collectively, “ESSA”).

    With full consideration of the impact of the prospective merger and the additional skilled employees and resources from both internal leadership development efforts and the ESSA employee base, we remain intently focused on achieving qualitative growth across our commercial, retail, and wealth management activities, while controlling the growth in staffing levels and overhead costs. Our collective Board and employee team is committed to our core strategic principles, including a focus on delivering increasing profitable and desirable financial services, while striving to most effectively realize the accretive value of our prospective acquisition, for the mutually beneficial and sustainable success of our valued investors and growing client base across our expanding franchise.”

    Other Balance Sheet Highlights

    • Book value per common share was $26.34 at December 31, 2024, reflecting an increase from $26.13 at September 30, 2024 and $24.57 at December 31, 2023. Tangible book value per common share, a non-GAAP measure, was $24.24 as of December 31, 2024, reflecting an increase of $0.21, or 3.48% (annualized) from $24.03 as of September 30, 2024 and a year-over-year increase of $1.78, or 7.93%, from $22.46 as of December 31, 2023.1 The increases in book value per common share and tangible book value per common share from September 30, 2024 to December 31, 2024 were primarily due to a $10.2 million increase in retained earnings, partially offset by a $6.3 million increased in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the fourth quarter of 2024. The increases in book value per common share and tangible book value per common share from December 31, 2023 to December 31, 2024 were primarily due to (i) a $35.4 million increase in retained earnings over the twelve months ended December 31, 2024, (ii) the Corporation’s repurchase of 23,988 common shares at a weighted average price of $18.38 in the second quarter of 2024, and (iii) a $2.5 million decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the past twelve months.

    Loan Portfolio Profile

    • As part of its lending policy and risk management activities, the Corporation tracks lending exposure by industry classification and type to determine potential risks associated with industry concentrations, and if any concentration risk issues could lead to additional credit loss exposure. In the current post-pandemic and relatively inflationary economic environment, the Corporation has continued to evaluate its exposure to the office, hospitality, and multifamily industries within its commercial real estate portfolio. Even given the Corporation’s historically sound underwriting protocols and high credit quality standards for borrowers in the commercial real estate industry segments, the Corporation monitors numerous relevant sensitivity elements, including occupancy, loan-to-value, absorption and cap rates, debt service coverage and covenant compliance, and developer/lessor financial strength both in the project and globally. At December 31, 2024, the Corporation had the following key metrics related to its office, hospitality and multifamily portfolios:
      • Commercial office loans:
        • There were 112 outstanding loans, totaling $113.7 million, or 2.47% of total Corporation loans outstanding;
        • There were no nonaccrual commercial office loans at December 31, 2024;
        • There were no past due commercial office loans at December 31, 2024; and
        • The average outstanding balance per commercial office loan was $1.0 million.
      • Commercial hospitality loans:
        • There were 170 outstanding loans, totaling $321.6 million, or 6.98% of total Corporation loans outstanding;
        • There were no nonaccrual commercial hospitality loans at December 31, 2024;
        • There were no past due commercial hospitality loans at December 31, 2024; and
        • The average outstanding balance per commercial hospitality loan was $1.9 million.
      • Commercial multifamily loans:
        • There were 225 outstanding loans, totaling $367.6 million, or 7.98% of total Corporation loans outstanding;
        • There were two nonaccrual commercial multifamily loan that totaled $20.7 million, or 5.62% of total multifamily loans outstanding. As previously discussed, one customer relationship did have a specific reserve of $885 thousand, while the other customer relationship did not have a related specific loss reserve at December 31, 2024;
        • There were three past due commercial multifamily loans that totaled $21.1 million, or 5.75% of total commercial multifamily loans outstanding at December 31, 2024; and
        • The average outstanding balance per commercial multifamily loan was $1.6 million.

    The Corporation had no commercial office, hospitality or multifamily loan relationships considered by the banking regulators to be high volatility commercial real estate (“HVCRE”) credits.

    Performance Ratios

    • Annualized return on average equity was 9.79% for the three months ended December 31, 2024, compared to 9.28% and 9.97% for the three months ended September 30, 2024 and December 31, 2023, respectively. Return on average equity was 9.21% for the twelve months ended December 31, 2024 compared to 10.54% for the twelve months ended December 31, 2023.
    • Annualized return on average tangible common equity, a non-GAAP measure, was 10.90% for the three months ended December 31, 2024, compared to 10.33% and 11.27% for the three months ended September 30, 2024 and December 31, 2023, respectively.1 Return on average tangible common equity, a non-GAAP measure, was 10.25% for the twelve months ended December 31, 2024 compared to 11.98% for the twelve months ended December 31, 2023.1
    • The Corporation’s efficiency ratio was 63.68% for the three months ended December 31, 2024, compared to 66.34% and 67.66% for the three months ended September 30, 2024 and December 31, 2023, respectively. The efficiency ratio on a fully tax-equivalent basis, a non-GAAP measure, was 63.02% for the three months ended December 31, 2024, compared to 65.58% and 66.93% for the three months ended September 30, 2024 and December 31, 2023, respectively.1 The decrease for the three months ended December 31, 2024 compared to the three months ended September 30, 2024 was primarily driven by an increase in net interest income, coupled with lower non-interest expenses, primarily due to decreases in salaries and benefits, as discussed in more detail below.
    • The Corporation’s efficiency ratio was 66.20% for the twelve months ended December 31, 2024, compared to 65.13% for the twelve months ended December 31, 2023. The efficiency ratio on a fully tax-equivalent basis, a non-GAAP ratio, was 65.47% for the twelve months ended December 31, 2024, compared to 64.45% the twelve months ended December 31, 2023.1

    Revenue

    • Total revenue (net interest income plus non-interest income) was $59.4 million for the three months ended December 31, 2024, an increase when compared to $58.5 million and $56.8 million for the three months ended September 30, 2024 and December 31, 2023, respectively.
      • Net interest income was $49.0 million for the three months ended December 31, 2024, compared to $47.5 million and $47.7 million for the three months ended September 30, 2024 and December 31, 2023, respectively. When comparing the fourth quarter of 2024 to the third quarter of 2024, the increase in net interest income of $1.6 million, or 3.28% (13.05% annualized), was primarily driven by targeted interest-bearing deposit rate decreases as a result of the Federal Reserve rate decreases since mid-September 2024.
      • Net interest margin was 3.44%, 3.43% and 3.54% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.43%, 3.42% and 3.51% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively.1
        • The yield on earning assets of 5.84% for the three months ended December 31, 2024 decreased 14 basis points from September 30, 2024 and increased 2 basis points from December 31, 2023. The decrease in yield compared to September 30, 2024 was attributable to the net impact of declining interest rates on floating-rate loans as a result of the Federal Reserve decreases to the Prime rate (upon which the majority of the Corporation’s floating rate loans are indexed).
        • The cost of interest-bearing liabilities of 3.03% for the three months ended December 31, 2024 decreased 18 basis points from September 30, 2024 and increased 14 basis points from December 31, 2023. When comparing the fourth quarter of 2024 to the third quarter of 2024, the decrease in the cost of interest-bearing liabilities is primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases in response to the Federal Reserve rate decreases since mid-September 2024.
    • Total revenue was $226.6 million for the twelve months ended December 31, 2024 compared to $223.2 million for the twelve months ended December 31, 2023.
      • Net interest income was $187.5 million for the twelve months ended December 31, 2024 compared to $189.8 million for the twelve months ended December 31, 2023. When comparing the twelve months ended December 31, 2024 to the twelve months ended December 31, 2023, the decrease in net interest income of $2.4 million, or 1.24%, was due to an increase in the Corporation’s interest expense, as a result of targeted interest-bearing deposit rate increases to ensure both deposit growth and retention, more than offsetting the interest income growth from both year-over-year loan growth and the impact of higher interest rates for much of the 2024 year resulting in greater income on loans, coupled with a higher average balance of earnings on excess liquidity maintained as interest-bearing deposits with the Federal Reserve.
      • Net interest margin was 3.41% and 3.63% for the twelve months ended December 31, 2024 and 2023, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.39% and 3.61% for the twelve months ended December 31, 2024 and 2023, respectively.1
        • The yield on earning assets of 5.88% for the twelve months ended December 31, 2024 increased 31 basis points from the twelve months ended December 31, 2023. The increase in yield compared to December 31, 2023 was attributable to the net benefit of higher interest rates on both variable-rate loans and new loan production.
        • The cost of interest-bearing liabilities of 3.11% for the twelve months ended December 31, 2024 increased 62 basis points from the twelve months ended December 31, 2023 primarily as a result of the Corporation’s targeted interest-bearing deposit rate increases for deposit retention and growth initiatives given the competitive environment resulting from the numerous Federal Reserve rate hikes since the first quarter of 2022 that did not start to have some easing measures until late in 2024.
    • Total non-interest income was $10.3 million for the three months ended December 31, 2024 compared to $11.0 million and $9.1 million for the three months ended September 30, 2024 and December 31, 2023, respectively. The three months ended December 31, 2024 included increases in net realized and unrealized losses on equity securities compared to the three months ended September 30, 2024. The increase in fourth quarter 2024 non-interest income compared to the three months ended December 31, 2023 was primarily due to increased wealth and asset management fees and higher pass-through income from small business investment companies (“SBICs”), partially offset by an increase in net realized and unrealized losses on equity securities.
    • Total non-interest income was $39.1 million for the twelve months ended December 31, 2024 compared to $33.3 million for the twelve months ended December 31, 2023. This increase was primarily due to higher pass-through income from SBICs coupled with an increase in net realized and unrealized gains on equity securities and an increase in wealth and asset management fees.

    Non-Interest Expense

    • For the three months ended December 31, 2024 total non-interest expense was $37.8 million, compared to $38.8 million and $38.5 million for the three months ended September 30, 2024 and December 31, 2023, respectively. The decrease of $979 thousand, or 2.52%, from the three months ended September 30, 2024, was primarily due to a decrease in salaries and benefits. The decrease in salaries and benefits resulted primarily from a decrease in incentive compensation accruals (which are based on various components of the Corporation’s financial performance for the year), coupled with the timing of retirement plan contribution accruals and lower supplemental executive retirement plan accruals with the departure of an executive during the fourth quarter, as previously disclosed. The $645 thousand decrease in non-interest expense compared to the three months ended December 31, 2023 was primarily due to lower salaries and benefits driven by reduced incentive compensation accruals, along with a decrease in quarterly advertising expense. These decreases were partially offset by higher card processing and interchange expenses resulting from fourth quarter 2023 accrual adjustments related to changes in the Corporation’s cardholder rewards program.
    • For the twelve months ended December 31, 2024 total non-interest expense was $150.0 million, compared to $145.3 million for the twelve months ended December 31, 2023. The increase of $4.7 million, or 3.21%, from the twelve months ended December 31, 2023 was primarily a result of an increase in salaries and benefits and technology expenses The increase in salaries and benefits was driven by an increase in personnel costs related to annual merit increases and growth in the Corporation’s staff and new offices in its expansion markets (Cleveland, OH and Roanoke, VA), while the increase in technology was primarily due to usage and licensing increases in year-over-year investments in applications aimed at enhancing both customer online banking capabilities, customer call center communications, and in-branch technology delivery channels.

    Income Taxes

    • Income tax expense for the three months ended December 31, 2024 was $3.6 million, representing a 19.14% effective tax rate, compared to $3.3 million, representing an 19.31% effective tax rate, for the three months ended September 30, 2024 and $3.2 million, representing a 18.45% effective tax rate, for the three months ended December 31, 2023. Income tax expense for the twelve months ended December 31, 2024 was $12.8 million, representing an 18.98% effective tax rate compared to $13.8 million, representing a 19.22% effective tax rate, for the twelve months ended December 31, 2023.

    Asset Quality

    • Based upon the addition of one larger nonaccrual loan relationship in the fourth quarter of 2024 as discussed above, total nonperforming assets were approximately $59.5 million, or 0.96% of total assets, as of December 31, 2024, compared to $42.0 million, or 0.70% of total assets, as of September 30, 2024, and $31.8 million, or 0.55% of total assets, as of December 31, 2023.
    • The allowance for credit losses measured as a percentage of total loans was 1.03% as of December 31, 2024 compared to 1.02% as of September 30, 2024 and 1.03% as of December 31, 2023. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 84.08% as of December 31, 2024, compared to 117.03% and 154.63% as of September 30, 2024 and December 31, 2023, respectively. The change in the allowance for credit losses as a percentage of nonaccrual loans was primarily attributable to the levels of nonperforming assets, as discussed above.
    • The provision for credit losses was $2.9 million for the three months ended December 31, 2024, compared to $2.4 million and $1.2 million for the three months ended September 30, 2024 and December 31, 2023, respectively. The $549 thousand increase in the provision expense for the fourth quarter of 2024 compared to the third quarter of 2024 was primarily a result of increased net loan charge-offs in the fourth quarter of 2024. The $1.7 million increase in the provision expense for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 was primarily due to both required provisioning to cover loan portfolio growth, and the increased net loan charge-offs in the fourth quarter of 2024 compared to the fourth quarter of 2023.
    • As discussed in more detail above, for the three months ended December 31, 2024, net loan charge-offs were $2.1 million, or 0.19% (annualized) of average total loans and loans held for sale, compared to $1.2 million, or 0.11% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2024, and $1.2 million, or 0.11% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2023.
    • For the twelve months ended December 31, 2024, net loan charge-offs were $7.5 million, or 0.17%, of average total loans and loans held for sale, compared to $3.4 million, or 0.08%, of average total loans and loans held for sale, during the twelve months ended December 31, 2023, with a couple of the larger charge-offs occurring in the first and second quarters of 2024, as previously disclosed in those periods.

    Capital

    • As of December 31, 2024, the Corporation’s total shareholders’ equity was $610.7 million, representing an increase of $4.3 million, or 0.71% (2.84% annualized), from September 30, 2024 and an increase of $39.4 million, or 6.91%, from December 31, 2023. The changes resulted from an increase in the Corporation’s retained earnings (net income, partially offset by the common and preferred stock dividends paid) and a decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio. The additions to shareholders equity from retained earnings were also partially offset by the Corporation’s repurchase of some of its common stock.
    • Regulatory capital ratios for the Corporation continue to exceed regulatory “well-capitalized” levels as of December 31, 2024, consistent with prior periods.
    • As of December 31, 2024, the Corporation’s ratio of common shareholders’ equity to total assets was 8.93% compared to 9.12% at September 30, 2024 and 8.93% at December 31, 2023. As of December 31, 2024, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.28% compared to 8.45% at September 30, 2024 and 8.22% at December 31, 2023. The decrease in the December 31, 2024 ratio compared to September 30, 2024 was primarily the result of an increase in accumulated other comprehensive loss, partially offset by an increase in retained earnings, as discussed above.1

    Recent Events

    • On January 10, 2025, the Corporation announced that the Corporation and CNB Bank entered into a definitive merger agreement (the “Merger Agreement”) with ESSA in an all-stock transaction. Under the terms of the Merger Agreement, each outstanding share of ESSA Bancorp common stock will be converted into the right to receive 0.8547 shares of the Corporation’s common stock. The transaction is currently expected to close in the third quarter of 2025, subject to customary closing conditions, including the receipt of regulatory approvals, and approval by the shareholders of ESSA Bancorp and the Corporation.

    About CNB Financial Corporation

    CNB Financial Corporation is a financial holding company with consolidated assets of approximately $6.2 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, one drive-up office, one mobile office, and 55 full-service offices in Pennsylvania, Ohio, New York, and Virginia. CNB Bank, headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania, serves as the multi-brand parent to various divisions. These divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; and Impressia Bank, a division focused on banking opportunities for women, which operates in CNB Bank’s primary market areas. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.

    Forward-Looking Statements

    This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Corporation’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Corporation’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” The Corporation’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) adverse changes or conditions in capital and financial markets, including actual or potential stresses in the banking industry; (ii) changes in interest rates; (iii) the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs; (iv) effectiveness of our data security controls in the face of cyber attacks and any reputational risks following a cybersecurity incident; (v) changes in general business, industry or economic conditions or competition; (vi) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (vii) governmental approvals of the Corporation’s pending merger with ESSA may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (viii) the Corporation’s shareholders and/or the shareholders of ESSA may fail to approve the merger; (ix) higher than expected costs or other difficulties related to integration of combined or merged businesses; (x) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (xi) changes in the quality or composition of our loan and investment portfolios; (xii) adequacy of loan loss reserves; (xiii) increased competition; (xiv) loss of certain key officers; (xv) deposit attrition; (xvi) rapidly changing technology; (xvii) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xviii) changes in the cost of funds, demand for loan products or demand for financial services; and (xix) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on the Corporation’s financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and the forward-looking statement disclaimers in the Corporation’s annual and quarterly reports filed with the Securities and Exchange Commission.

    The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. Factors or events that could cause the Corporation’s actual results to differ may emerge from time to time, and it is not possible for the Corporation to predict all of them. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.

     
    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)
           
      Three Months Ended   Twelve Months Ended
      December 31,
    2024    		   September 30,
    2024    		   December 31,
    2023    		   December 31,
    2024    		   December 31,
    2023
    Income Statement                  
    Interest and fees on loans $ 74,164     $ 75,725     $ 73,014     $ 293,544     $ 273,223  
    Interest and dividends on securities and cash and cash equivalents   9,514       7,510       6,194       31,926       20,473  
    Interest expense   (34,634 )     (35,749 )     (31,514 )     (138,001 )     (103,867 )
    Net interest income   49,044       47,486       47,694       187,469       189,829  
    Provision for credit losses   2,930       2,381       1,242       9,222       5,993  
    Net interest income after provision for credit losses   46,114       45,105       46,452       178,247       183,836  
    Non-interest income                  
    Wealth and asset management fees   1,976       2,060       1,684       7,845       7,251  
    Service charges on deposit accounts   1,712       1,790       1,803       6,990       7,372  
    Other service charges and fees   770       796       727       2,973       3,010  
    Net realized gains (losses) on available-for-sale securities   83       (9 )     —       74       52  
    Net realized and unrealized gains (losses) on equity securities   (13 )     656       543       754       (387 )
    Mortgage banking   93       197       160       673       676  
    Bank owned life insurance   784       775       734       3,110       2,945  
    Card processing and interchange income   2,222       2,241       2,082       8,666       8,301  
    Other non-interest income   2,694       2,467       1,404       8,029       4,115  
    Total non-interest income   10,321       10,973       9,137       39,114       33,335  
    Non-interest expenses                  
    Salaries and benefits   18,501       19,572       19,200       74,536       71,062  
    Net occupancy expense of premises   3,816       3,701       3,719       14,737       14,509  
    Technology expense   5,743       5,417       5,525       21,805       20,202  
    Advertising expense   684       623       1,048       2,545       3,133  
    State and local taxes   1,090       1,256       1,018       4,726       4,126  
    Legal, professional, and examination fees   986       940       1,247       4,217       4,414  
    FDIC insurance premiums   864       846       978       3,718       3,879  
    Card processing and interchange expenses   1,325       1,193       756       4,575       5,025  
    Other non-interest expense   4,796       5,236       4,959       19,143       18,992  
    Total non-interest expenses   37,805       38,784       38,450       150,002       145,342  
    Income before income taxes   18,630       17,294       17,139       67,359       71,829  
    Income tax expense   3,566       3,340       3,162       12,784       13,809  
    Net income   15,064       13,954       13,977       54,575       58,020  
    Preferred stock dividends   1,076       1,076       1,076       4,302       4,302  
    Net income available to common shareholders $ 13,988     $ 12,878     $ 12,901     $ 50,273     $ 53,718  
                       
    Ending shares outstanding   20,987,992       20,994,730       20,896,439       20,987,992       20,896,439  
    Average diluted common shares outstanding   20,929,885       20,911,862       20,841,528       20,900,037       20,944,376  
    Diluted earnings per common share $ 0.66     $ 0.61     $ 0.62     $ 2.39     $ 2.55  
    Cash dividends per common share $ 0.180     $ 0.180     $ 0.175     $ 0.710     $ 0.700  
    Dividend payout ratio   27 %     30 %     28 %     30 %     27 %
                                           
     
    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)
           
      Three Months Ended   Twelve Months Ended
      December 31,
    2024    		   September 30,
    2024    		   December 31,
    2023    		   December 31,
    2024    		   December 31,
    2023
    Average Balances                  
    Total loans and loans held for sale $ 4,556,770     $ 4,536,702     $ 4,463,644     $ 4,491,304     $ 4,396,341  
    Investment securities   744,149       722,577       730,050       733,055       760,976  
    Total earning assets   5,674,794       5,503,832       5,343,817       5,499,187       5,232,117  
    Total assets   6,085,277       5,907,115       5,719,313       5,894,958       5,601,371  
    Noninterest-bearing deposits   832,168       795,771       759,781       781,780       793,713  
    Interest-bearing deposits   4,442,150       4,319,606       4,217,771       4,328,430       4,037,554  
    Shareholders’ equity   612,184       597,984       556,245       592,550       550,333  
    Tangible common shareholders’ equity (non-GAAP)(1)   510,308       496,091       454,294       490,647       448,355  
                       
    Average Yields (annualized)                  
    Total loans and loans held for sale   6.50 %     6.66 %     6.51 %     6.55 %     6.23 %
    Investment securities   2.40 %     2.19 %     1.96 %     2.19 %     1.96 %
    Total earning assets   5.84 %     5.98 %     5.82 %     5.88 %     5.57 %
    Interest-bearing deposits   3.00 %     3.19 %     2.86 %     3.08 %     2.42 %
    Interest-bearing liabilities   3.03 %     3.21 %     2.89 %     3.11 %     2.49 %
                       
    Performance Ratios (annualized)                  
    Return on average assets   0.98 %     0.94 %     0.97 %     0.93 %     1.04 %
    Return on average equity   9.79 %     9.28 %     9.97 %     9.21 %     10.54 %
    Return on average tangible common equity (non-GAAP)(1)   10.90 %     10.33 %     11.27 %     10.25 %     11.98 %
    Net interest margin, fully tax equivalent basis (non-GAAP)(1)   3.43 %     3.42 %     3.51 %     3.39 %     3.61 %
    Efficiency Ratio, fully tax equivalent basis (non-GAAP)(1)   63.02 %     65.58 %     66.93 %     65.47 %     64.45 %
                       
    Net Loan Charge-Offs                  
    CNB Bank net loan charge-offs $ 1,719     $ 837     $ 747     $ 5,782     $ 1,702  
    Holiday Financial net loan charge-offs   425       383       487       1,730       1,739  
    Total Corporation net loan charge-offs $ 2,144     $ 1,220     $ 1,234     $ 7,512     $ 3,441  
    Annualized net loan charge-offs / average total loans and loans held for sale   0.19 %     0.11 %     0.11 %     0.17 %     0.08 %
                                           
     
    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)
               
      December 31,
    2024    		   September 30,
    2024    		   December 31,
    2023
    Ending Balance Sheet          
    Cash and due from banks $ 63,771     $ 75,214     $ 54,789  
    Interest-bearing deposits with Federal Reserve   375,009       281,972       164,385  
    Interest-bearing deposits with other financial institutions   4,255       3,723       2,872  
    Total cash and cash equivalents   443,035       360,909       222,046  
    Debt securities available-for-sale, at fair value   468,546       378,965       341,955  
    Debt securities held-to-maturity, at amortized cost   306,081       328,152       388,968  
    Equity securities   10,456       10,389       9,301  
    Loans held for sale   762       768       675  
    Loans receivable          
    Syndicated loans   79,882       69,470       108,710  
    Loans   4,529,074       4,522,438       4,359,718  
    Total loans receivable   4,608,956       4,591,908       4,468,476  
    Less: allowance for credit losses   (47,357 )     (46,644 )     (45,832 )
    Net loans receivable   4,561,599       4,545,264       4,422,644  
    Goodwill and other intangibles   43,874       43,874       43,874  
    Core deposit intangible   206       223       280  
    Other assets   357,451       346,300       323,214  
    Total Assets $ 6,192,010     $ 6,014,844     $ 5,752,957  
               
    Noninterest-bearing demand deposits $ 819,680     $ 841,292     $ 728,881  
    Interest-bearing demand deposits   706,796       681,056       803,093  
    Savings   3,122,028       3,040,769       2,960,282  
    Certificates of deposit   722,860       653,832       506,494  
    Total deposits   5,371,364       5,216,949       4,998,750  
    Subordinated debentures   20,620       20,620       20,620  
    Subordinated notes, net of issuance costs   84,570       84,495       84,267  
    Other liabilities   104,761       86,417       78,073  
    Total liabilities   5,581,315       5,408,481       5,181,710  
    Common stock   —       —       —  
    Preferred stock   57,785       57,785       57,785  
    Additional paid in capital   219,876       219,304       220,495  
    Retained earnings   381,296       371,086       345,935  
    Treasury stock   (4,689 )     (4,516 )     (6,890 )
    Accumulated other comprehensive loss   (43,573 )     (37,296 )     (46,078 )
    Total shareholders’ equity   610,695       606,363       571,247  
    Total liabilities and shareholders’ equity $ 6,192,010     $ 6,014,844     $ 5,752,957  
               
    Book value per common share $ 26.34     $ 26.13     $ 24.57  
    Tangible book value per common share (non-GAAP)(1) $ 24.24     $ 24.03     $ 22.46  
                           
     
    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)
               
      December 31,
    2024    		   September 30,
    2024    		   December 31,
    2023
    Capital Ratios          
    Tangible common equity / tangible assets (non-GAAP)(1)   8.28 %     8.45 %     8.22 %
    Tier 1 leverage ratio(2)   10.43 %     10.59 %     10.54 %
    Common equity tier 1 ratio(2)   11.76 %     11.64 %     11.49 %
    Tier 1 risk-based ratio(2)   13.41 %     13.30 %     13.20 %
    Total risk-based ratio(2)   16.16 %     16.06 %     15.99 %
               
    Asset Quality Detail          
    Nonaccrual loans $ 56,323     $ 39,855     $ 29,639  
    Loans 90+ days past due and accruing   653       666       55  
    Total nonperforming loans   56,976       40,521       29,694  
    Other real estate owned   2,509       1,514       2,111  
    Total nonperforming assets $ 59,485     $ 42,035     $ 31,805  
               
    Asset Quality Ratios          
    Nonperforming assets / Total loans + OREO   1.29 %     0.92 %     0.71 %
    Nonperforming assets / Total assets   0.96 %     0.70 %     0.55 %
    Ratio of allowance for credit losses on loans to nonaccrual loans   84.08 %     117.03 %     154.63 %
    Allowance for credit losses / Total loans   1.03 %     1.02 %     1.03 %
               
               
    Consolidated Financial Data Notes:          
    (1)Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).
    (2)Capital ratios as of December 31, 2024 are estimated pending final regulatory filings.
     
     
    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)
       
      Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
      Three Months Ended,
      December 31, 2024   September 30, 2024   December 31, 2023
      Average
    Balance    		   Annual
    Rate    		   Interest
    Inc./Exp.    		   Average
    Balance    		   Annual
    Rate    		   Interest
    Inc./Exp.    		   Average
    Balance    		   Annual
    Rate    		   Interest
    Inc./Exp.
    ASSETS:                                  
    Securities:                                  
    Taxable(1) (4) $ 711,286     2.36 %   $ 4,487   $ 690,098     2.14 %   $ 3,980   $ 694,369     1.89 %   $ 3,626
    Tax-exempt(1) (2) (4)   25,489     2.67       184     25,368     2.57       178     27,590     2.55       198
    Equity securities(1) (2)   7,374     5.77       107     7,111     5.71       102     8,091     5.54       113
    Total securities(4)   744,149     2.40       4,778     722,577     2.19       4,260     730,050     1.96       3,937
    Loans receivable:                                  
    Commercial(2) (3)   1,458,902     6.77       24,824     1,457,192     7.02       25,708     1,467,452     7.07       26,165
    Mortgage and loans held for sale(2) (3)   2,965,914     6.12       45,633     2,947,787     6.25       46,278     2,860,619     5.99       43,166
    Consumer(3)   131,954     11.93       3,956     131,723     11.93       3,950     135,573     11.38       3,890
    Total loans receivable(3)   4,556,770     6.50       74,413     4,536,702     6.66       75,936     4,463,644     6.51       73,221
    Interest-bearing deposits with the Federal Reserve and other financial institutions   373,875     5.08       4,771     244,553     5.33       3,279     150,123     6.06       2,292
    Total earning assets   5,674,794     5.84     $ 83,962     5,503,832     5.98     $ 83,475     5,343,817     5.82     $ 79,450
    Noninterest-bearing assets:                                  
    Cash and due from banks   59,445               58,472               55,815          
    Premises and equipment   124,398               118,404               109,469          
    Other assets   273,326               272,377               256,253          
    Allowance for credit losses   (46,686 )             (45,970 )             (46,041 )        
    Total non interest-bearing assets   410,483               403,283               375,496          
    TOTAL ASSETS $ 6,085,277             $ 5,907,115             $ 5,719,313          
    LIABILITIES AND SHAREHOLDERS’ EQUITY:                                  
    Demand—interest-bearing $ 686,359     0.83 %   $ 1,437   $ 682,690     0.86 %   $ 1,477   $ 778,488     0.55 %   $ 1,081
    Savings   3,068,451     3.26       25,139     3,076,351     3.55       27,461     2,920,026     3.36       24,712
    Time   687,340     4.02       6,953     560,565     4.03       5,684     519,257     3.50       4,587
    Total interest-bearing deposits   4,442,150     3.00       33,529     4,319,606     3.19       34,622     4,217,771     2.86       30,380
    Short-term borrowings   —     0.00       —     —     0.00       —     0     0.00       0
    Finance lease liabilities   212     3.75       2     236     5.06       3     305     3.90       3
    Subordinated notes and debentures   105,153     4.17       1,103     105,077     4.26       1,124     104,849     4.28       1,131
    Total interest-bearing liabilities   4,547,515     3.03     $ 34,634     4,424,919     3.21     $ 35,749     4,322,925     2.89     $ 31,514
    Demand—noninterest-bearing   832,168               795,771               759,781          
    Other liabilities   93,410               88,441               80,362          
    Total Liabilities   5,473,093               5,309,131               5,163,068          
    Shareholders’ equity   612,184               597,984               556,245          
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 6,085,277             $ 5,907,115             $ 5,719,313          
    Interest income/Earning assets     5.84 %   $ 83,962       5.98 %   $ 83,475       5.82 %   $ 79,450
    Interest expense/Interest-bearing liabilities     3.03       34,634       3.21       35,749       2.89       31,514
    Net interest spread     2.81 %   $ 49,328       2.77 %   $ 47,726       2.93 %   $ 47,936
    Interest income/Earning assets     5.84 %     83,962       5.98 %     83,475       5.82 %     79,450
    Interest expense/Earning assets     2.41       34,634       2.56       35,749       2.31       31,514
    Net interest margin (fully tax-equivalent)     3.43 %   $ 49,328       3.42 %   $ 47,726       3.51 %   $ 47,936
                                                   
    _____________________________________
    (1)Includes unamortized discounts and premiums.
    (2)Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023 was $284 thousand, $240 thousand and $242 thousand, respectively.
    (3)Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.
    (4)Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023 was $(47.0) million, $(51.1) million and $(68.5) million, respectively.
     
     
    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)
       
      Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
      Twelve Months Ended,
      December 31, 2024   December 31, 2023
      Average
    Balance    		   Annual
    Rate    		   Interest
    Inc./Exp.    		   Average
    Balance    		   Annual
    Rate    		   Interest
    Inc./Exp.
    ASSETS:                      
    Securities:                      
    Taxable(1) (4) $ 700,078     2.14 %   $ 16,059   $ 720,818     1.89 %   $ 14,766
    Tax-exempt(1) (2) (4)   25,919     2.60       731     30,153     2.59       844
    Equity securities(1) (2)   7,058     5.71       403     10,005     5.09       509
    Total securities(4)   733,055     2.19       17,193     760,976     1.96       16,119
    Loans receivable:                      
    Commercial(2) (3)   1,440,667     6.88       99,184     1,501,202     6.63       99,587
    Mortgage and loans held for sale(2) (3)   2,920,537     6.15       179,645     2,765,484     5.77       159,606
    Consumer(3)   130,100     11.95       15,547     129,655     11.47       14,868
    Total loans receivable(3)   4,491,304     6.55       294,376     4,396,341     6.23       274,061
    Interest-bearing deposits with the Federal Reserve and other financial institutions   274,828     5.41       14,856     74,800     6.03       4,513
    Total earning assets   5,499,187     5.88     $ 326,425     5,232,117     5.57     $ 294,693
    Noninterest-bearing assets:                      
    Cash and due from banks   56,295               54,824          
    Premises and equipment   116,341               107,635          
    Other assets   269,167               251,725          
    Allowance for credit losses   (46,032 )             (44,930 )        
    Total non interest-bearing assets   395,771               369,254          
    TOTAL ASSETS $ 5,894,958             $ 5,601,371          
    LIABILITIES AND SHAREHOLDERS’ EQUITY:                      
    Demand—interest-bearing $ 705,488     0.77 %   $ 5,451   $ 853,632     0.54 %   $ 4,626
    Savings   3,052,031     3.46       105,675     2,666,905     2.92       77,782
    Time   570,911     3.92       22,367     517,017     2.97       15,362
    Total interest-bearing deposits   4,328,430     3.08       133,493     4,037,554     2.42       97,770
    Short-term borrowings   —     0.00       —     35,224     5.07       1,787
    Finance lease liabilities   247     4.45       11     339     4.42       15
    Subordinated notes and debentures   105,039     4.28       4,497     104,735     4.10       4,295
    Total interest-bearing liabilities   4,433,716     3.11     $ 138,001     4,177,852     2.49     $ 103,867
    Demand—noninterest-bearing   781,780               793,713          
    Other liabilities   86,912               79,473          
    Total Liabilities   5,302,408               5,051,038          
    Shareholders’ equity   592,550               550,333          
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 5,894,958             $ 5,601,371          
    Interest income/Earning assets     5.88 %   $ 326,425       5.57 %   $ 294,693
    Interest expense/Interest-bearing liabilities     3.11       138,001       2.49       103,867
    Net interest spread     2.77 %   $ 188,424       3.08 %   $ 190,826
    Interest income/Earning assets     5.88 %     326,425       5.57 %     294,693
    Interest expense/Earning assets     2.49       138,001       1.96       103,867
    Net interest margin (fully tax-equivalent)     3.39 %   $ 188,424       3.61 %   $ 190,826
                                   
    _____________________________________
    (1)Includes unamortized discounts and premiums.
    (2)Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the twelve months ended December 31, 2024 and 2023, was $955 thousand and $997 thousand, respectively.
    (3)Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.
    (4)Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the twelve months ended December 31, 2024 and 2023 was $(53.1) million and $(61.1) million, respectively.
     
     
    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)
     
    Reconciliation of Non-GAAP Financial Measures
               
      December 31,
    2024    		   September 30,
    2024    		   December 31,
    2023
    Calculation of tangible book value per common share and tangible common
    equity / tangible assets (non-GAAP):    		          
    Shareholders’ equity $ 610,695     $ 606,363     $ 571,247  
    Less: preferred equity   57,785       57,785       57,785  
    Common shareholders’ equity   552,910       548,578       513,462  
    Less: goodwill and other intangibles   43,874       43,874       43,874  
    Less: core deposit intangible   206       223       280  
    Tangible common equity (non-GAAP) $ 508,830     $ 504,481     $ 469,308  
               
    Total assets $ 6,192,010     $ 6,014,844     $ 5,752,957  
    Less: goodwill and other intangibles   43,874       43,874       43,874  
    Less: core deposit intangible   206       223       280  
    Tangible assets (non-GAAP) $ 6,147,930     $ 5,970,747     $ 5,708,803  
               
    Ending shares outstanding   20,987,992       20,994,730       20,896,439  
               
    Book value per common share (GAAP) $ 26.34     $ 26.13     $ 24.57  
    Tangible book value per common share (non-GAAP) $ 24.24     $ 24.03     $ 22.46  
               
    Common shareholders’ equity / Total assets (GAAP)   8.93 %     9.12 %     8.93 %
    Tangible common equity / Tangible assets (non-GAAP)   8.28 %     8.45 %     8.22 %
               
     
    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)
     
    Reconciliation of Non-GAAP Financial Measures
           
      Three Months Ended   Twelve Months Ended
      December 31,
    2024    		   September 30,
    2024    		   December 31,
    2023    		   December 31,
    2024    		   December 31,
    2023
    Calculation of net interest margin:                  
    Interest income $ 83,678     $ 83,235     $ 79,208     $ 325,470     $ 293,696  
    Interest expense   34,634       35,749       31,514       138,001       103,867  
    Net interest income $ 49,044     $ 47,486     $ 47,694     $ 187,469     $ 189,829  
                       
    Average total earning assets $ 5,674,794     $ 5,503,832     $ 5,343,817     $ 5,499,187     $ 5,232,117  
                       
    Net interest margin (GAAP) (annualized)   3.44 %     3.43 %     3.54 %     3.41 %     3.63 %
                       
    Calculation of net interest margin (fully tax equivalent basis) (non-GAAP):                  
    Interest income $ 83,678     $ 83,235     $ 79,208     $ 325,470     $ 293,696  
    Tax equivalent adjustment (non-GAAP)   284       240       242       955       997  
    Adjusted interest income (fully tax equivalent basis) (non-GAAP)   83,962       83,475       79,450       326,425       294,693  
    Interest expense   34,634       35,749       31,514       138,001       103,867  
    Net interest income (fully tax equivalent basis) (non-GAAP) $ 49,328     $ 47,726     $ 47,936     $ 188,424     $ 190,826  
                       
    Average total earning assets $ 5,674,794     $ 5,503,832     $ 5,343,817     $ 5,499,187     $ 5,232,117  
    Less: average mark to market adjustment on investments (non-GAAP)   (46,988 )     (51,075 )     (68,546 )     (53,087 )     (61,089 )
    Adjusted average total earning assets, net of mark to market (non-GAAP) $ 5,721,782     $ 5,554,907     $ 5,412,363     $ 5,552,274     $ 5,293,206  
                       
    Net interest margin, fully tax equivalent basis (non-GAAP) (annualized)   3.43 %     3.42 %     3.51 %     3.39 %     3.61 %
                                           
     
    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)
     
    Reconciliation of Non-GAAP Financial Measures
           
      Three Months Ended   Twelve Months Ended
      December 31,
    2024    		   September 30,
    2024    		   December 31,
    2023    		   December 31,
    2024    		   December 31,
    2023
    Calculation of PPNR (non-GAAP):(1)                  
    Net interest income $ 49,044     $ 47,486     $ 47,694     $ 187,469     $ 189,829  
    Add: Non-interest income   10,321       10,973       9,137       39,114       33,335  
    Less: Non-interest expense   37,805       38,784       38,450       150,002       145,342  
    PPNR (non-GAAP) $ 21,560     $ 19,675     $ 18,381     $ 76,581     $ 77,822  
                       
    (1)Management believes that this is an important metric as it illustrates the underlying performance of the Corporation, it enables investors and others to assess the Corporation’s ability to generate capital to cover credit losses through the credit cycle and provides consistent reporting with a key metric used by bank regulatory agencies.
      Three Months Ended   Twelve Months Ended
      December 31,
    2024    		   September 30,
    2024    		   December 31,
    2023    		   December 31,
    2024    		   December 31,
    2023
    Calculation of efficiency ratio:                  
    Non-interest expense $ 37,805     $ 38,784     $ 38,450     $ 150,002     $ 145,342  
                       
    Non-interest income $ 10,321     $ 10,973     $ 9,137     $ 39,114     $ 33,335  
    Net interest income   49,044       47,486       47,694       187,469       189,829  
    Total revenue $ 59,365     $ 58,459     $ 56,831     $ 226,583     $ 223,164  
    Efficiency ratio   63.68 %     66.34 %     67.66 %     66.20 %     65.13 %
                       
    Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):                  
    Non-interest expense $ 37,805     $ 38,784     $ 38,450     $ 150,002     $ 145,342  
    Less: core deposit intangible amortization   16       18       19       73       84  
    Adjusted non-interest expense (non-GAAP) $ 37,789     $ 38,766     $ 38,431     $ 149,929     $ 145,258  
                       
    Non-interest income $ 10,321     $ 10,973     $ 9,137     $ 39,114     $ 33,335  
                       
    Net interest income $ 49,044     $ 47,486     $ 47,694     $ 187,469     $ 189,829  
    Less: tax exempt investment and loan income, net of TEFRA (non-GAAP)   1,508       1,473       1,383       5,635       5,425  
    Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP)   2,111       2,123       1,968       8,068       7,635  
    Adjusted net interest income (fully tax equivalent basis) (non-GAAP)   49,647       48,136       48,279       189,902       192,039  
    Adjusted net revenue (fully tax equivalent basis) (non-GAAP) $ 59,968     $ 59,109     $ 57,416     $ 229,016     $ 225,374  
                       
    Efficiency ratio (fully tax equivalent basis) (non-GAAP)   63.02 %     65.58 %     66.93 %     65.47 %     64.45 %
                                           
     
    CNB FINANCIAL CORPORATION
    CONSOLIDATED FINANCIAL DATA
    Unaudited
    (dollars in thousands, except per share data)
     
    Reconciliation of Non-GAAP Financial Measures
           
      Three Months Ended   Twelve Months Ended
      December 31,
    2024    		   September 30,
    2024    		   December 31,
    2023    		   December 31,
    2024    		   December 31,
    2023
    Calculation of return on average tangible common equity (non-GAAP):                  
    Net income $ 15,064     $ 13,954     $ 13,977     $ 54,575     $ 58,020  
    Less: preferred stock dividends   1,076       1,076       1,076       4,302       4,302  
    Net income available to common shareholders $ 13,988     $ 12,878     $ 12,901     $ 50,273     $ 53,718  
                       
    Average shareholders’ equity $ 612,184     $ 597,984     $ 556,245     $ 592,550     $ 550,333  
    Less: average goodwill & intangibles   44,091       44,108       44,166       44,118       44,193  
    Less: average preferred equity   57,785       57,785       57,785       57,785       57,785  
    Tangible common shareholders’ equity (non-GAAP) $ 510,308     $ 496,091     $ 454,294     $ 490,647     $ 448,355  
                       
    Return on average equity (GAAP) (annualized)   9.79 %     9.28 %     9.97 %     9.21 %     10.54 %
    Return on average common equity (GAAP) (annualized)   10.04 %     9.48 %     10.27 %     9.40 %     10.91 %
    Return on average tangible common equity (non-GAAP) (annualized)   10.90 %     10.33 %     11.27 %     10.25 %     11.98 %
                                           

    The MIL Network –

  • MIL-OSI: Enterprise Bancorp, Inc. Announces Fourth Quarter Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Filed by Enterprise Bancorp, Inc.
    pursuant to Rule 425 under the Securities Act of 1933
    and deemed filed pursuant to Rule 14a-12
    under the Securities Exchange Act of 1934

    Subject Company: Enterprise Bancorp, Inc.
    SEC File No.: 001-33912
    Date: January 28, 2025

    LOWELL, Mass., Jan. 28, 2025 (GLOBE NEWSWIRE) — Enterprise Bancorp, Inc. (“Enterprise”) (NASDAQ: EBTC), parent of Enterprise Bank, announced its financial results for the three months ended December 31, 2024. Net income amounted to $10.7 million, or $0.86 per diluted common share, for the three months ended December 31, 2024, compared to $10.0 million, or $0.80 per diluted common share, for the three months ended September 30, 2024 and $7.9 million, or $0.64 per diluted common share, for the three months ended December 31, 2023.

    On December 9, 2024, Enterprise and Enterprise Bank announced the signing of a definitive merger agreement with Independent Bank Corp. (“Independent”) and its wholly owned subsidiary, Rockland Trust Company (“Rockland Trust”), pursuant to which Enterprise will merge with and into Independent and Enterprise Bank will merge into Rockland Trust. The proposed merger is expected to close in the second half of 2025, subject to customary closing conditions, including regulatory approvals and approval of Enterprise shareholders. No vote of Independent Bank Corp. shareholders is required.

    Selected financial results at or for the quarter ended December 31, 2024, compared to September 30, 2024, were as follows:

    • The returns on average assets and average equity were 0.89% and 11.82%, respectively.
    • Tax-equivalent net interest margin (non-GAAP) (“net interest margin”) was 3.29%, an increase of 7 basis points.
    • Total loans amounted to $3.98 billion, an increase of 3.2%.
    • Total deposits were relatively unchanged and amounted to $4.19 billion.
    • Wealth assets under management and administration amounted to $1.54 billion, an increase of 1.4%.

    Chief Executive Officer Steven Larochelle commented, “As we continue to work toward the upcoming completion of the proposed merger with Rockland Trust, I am pleased to announce that our team continued to deliver strong results in the fourth quarter. Loan growth was once again robust at 3.2% for the quarter while operating results were positively impacted by margin expansion as we benefited from the impact of Federal Reserve Bank interest rate cuts coupled with the flattening of the yield curve.”

    Executive Chairman & Founder George Duncan stated, “The news of our anticipated merger with Rockland Trust has been well received by our shareholders, customers and communities. The planning of our integration with them is going well and the anticipated synergies and cultural alignment of our two banks are being confirmed.”

    Mr. Duncan added, “I congratulate Steve, and the whole team, for another very successful quarter and year. This was our third straight year of 12% loan growth, and I believe this is a testament to our relationship-based sales and service culture partnered with our strong commitment to community outreach and involvement.”

    Net Interest Income

    Net interest income for the three months ended December 31, 2024, amounted to $38.5 million, an increase of $2.0 million, or 5%, compared to the three months ended December 31, 2023. The increase was due primarily to an increase in loan interest income of $7.8 million, partially offset by an increase in deposit interest expense of $3.7 million and a decrease in income on other interest-earning assets of $1.5 million.

    The increase in interest income during the fourth quarter of 2024, compared to the prior year quarter, was due primarily to loan growth and higher loan yields, while the increase in interest expense during the period was attributed primarily to an increase in certificates of deposit balances and higher market rates on deposits.

    Net Interest Margin

    Net interest margin for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, amounted to 3.29%, 3.22% and 3.29%, respectively.

    Three months ended – December 31, 2024, compared to December 31, 2023

    Net interest margin was positively impacted by loan growth and an increase in loan yields, offset by increases in average funding liabilities and funding costs as well as a decrease in the average balance of other interest-earning assets.

    The increase in interest-earning asset yields of 27 basis points was due primarily to loan repricing and originations at higher interest rates while the increase in funding costs of 29 basis points was driven by higher market rates and growth in certificate of deposit balances.

    Three months ended – December 31, 2024, compared to September 30, 2024

    The increase in net interest margin was due primarily to loan growth and a decrease in funding costs, partially offset by decreases in interest-earning asset yields and the average balance of other interest-earning assets.

    The decreases in funding costs of 10 basis points and interest-earning asset yields of 3 basis points were driven primarily by the 100 basis point reduction in the federal funds rate from September 2024 through December 2024. In addition, the decrease in other interest-earning assets resulted mainly from funding loan growth during the period.

    Provision for Credit Losses

    The provision for credit losses for the three-month periods ended December 31, 2024 and December 31, 2023, are presented below:

        Three months ended   Increase / (Decrease)
    (Dollars in thousands)   December 31, 
    2024    		   December 31, 
    2023
    Provision for credit losses on loans – collectively evaluated   $ 1,939     $ 1,132     $ 807  
    Provision for credit losses on loans – individually evaluated     (1,874 )     (27 )     (1,847 )
    Provision for credit losses on loans     65       1,105       (1,040 )
                 
    Provision for unfunded commitments     (171 )     1,388       (1,559 )
                 
    Provision for credit losses   $ (106 )   $ 2,493     $ (2,599 )
                             

    The decrease in the provision for credit losses of $2.6 million was due to net decreases in reserves on individually evaluated loans of $1.8 million and unfunded commitments of $1.6 million, partially offset by an increase in reserves on collectively evaluated loans of $807 thousand which was due primarily to loan growth.

    The decrease in reserves on individually evaluated loans was due primarily to two commercial relationships that experienced improvement in their collateral valuation during the period and the decrease in reserves for unfunded commitments resulted primarily by a decrease in off-balance sheet commitments that required a reserve.

    Non-Interest Income

    Non-interest income for the three months ended December 31, 2024, amounted to $5.6 million, an increase of $69 thousand, or 1%, compared to the three months ended December 31, 2023. The increase was due primarily to increases in wealth management fees, income on bank-owned life insurance and other income, partially offset by a decrease in gains on equity securities.

    Non-Interest Expense

    Non-interest expense for the three months ended December 31, 2024, amounted to $29.8 million, an increase of $1.6 million, or 6%, compared to the three months ended December 31, 2023. The increase was due primarily to increases in salaries and employee benefits expense of $808 thousand and merger-related expenses of $1.1 million.

    Income Taxes

    The effective tax rate for the three months ended December 31, 2024, amounted to 25.4%, compared to 30.3% for the three months ended December 31, 2023. The decrease was due primarily to annual book to tax return adjustments in the prior year quarter.

    Balance Sheet

    Total assets amounted to $4.83 billion at December 31, 2024, compared to $4.47 billion at December 31, 2023, an increase of 8%.

    Total investment securities at fair value amounted to $593.6 million at December 31, 2024, compared to $668.2 million at December 31, 2023. The decrease of 11% during the year ended December 31, 2024, was largely attributable to principal pay-downs, calls and maturities. In addition, unrealized losses on debt securities amounted to $101.8 million at December 31, 2024, compared to $102.9 million at December 31, 2023, a decrease of 1%.

    Total loans amounted to $3.98 billion at December 31, 2024, compared to $3.57 billion at December 31, 2023. The increase of 12% during the year ended December 31, 2024, was due primarily to increases in commercial real estate and construction loans of $203.1 million and $94.9 million, respectively.

    Total deposits amounted to $4.19 billion at December 31, 2024, compared to $3.98 billion at December 31, 2023. The increase of 5% during the year ended December 31, 2024, was due primarily to increases in money market and certificate of deposit balances of $51.5 million and $164.1 million, respectively.

    Total borrowed funds amounted to $153.1 million at December 31, 2024, compared to $25.8 million at December 31, 2023. The increase of $127.4 million during the year ended December 31, 2024, the majority of which occurred at the end of December, resulted primarily from an increase in short-term advances used to support strong loan growth. Average borrowed funds during the fourth quarter of 2024 amounted to $37.8 million.

    Total shareholders’ equity amounted to $360.7 million at December 31, 2024, compared to $329.1 million at December 31, 2023. The increase of 10% during the year ended December 31, 2024, was due primarily to an increase in retained earnings of $26.9 million.

    Credit Quality

    Selected credit quality metrics at December 31, 2024, compared to December 31, 2023, were as follows:

    • The allowance for credit losses (“ACL”) for loans amounted to $63.5 million, or 1.59% of total loans, compared to $59.0 million, or 1.65% of total loans. The decrease in the ACL for loans to total loan ratio was due primarily to a decrease in reserves on individually evaluated loans and a decrease in qualitative factors within our ACL model.
    • The reserve for unfunded commitments (included in other liabilities) amounted to $4.4 million, compared to $7.1 million. The decrease was driven primarily by a decrease in off-balance sheet commitments that required a reserve.
    • Non-performing loans amounted to $26.7 million, or 0.67% of total loans, compared to $11.4 million, or 0.32% of total loans. The increase resulted primarily from two individually evaluated commercial construction loans which were placed on non-accrual.

    Net charge-offs for the year ended December 31, 2024, amounted to $206 thousand, or 0.01% of average total loans, compared to $105 thousand, or 0.00% of average total loans, for the year ended December 31, 2023.

    Wealth Management

    Wealth assets under management and administration, which are not carried as assets on the Company’s consolidated balance sheets, amounted to $1.54 billion at December 31, 2024, an increase of $215.8 million, or 16%, compared to December 31, 2023, and resulted primarily from an increase in market values.

    About Enterprise Bancorp, Inc.

    Enterprise Bancorp, Inc. is a Massachusetts corporation that conducts substantially all its operations through Enterprise Bank and Trust Company, commonly referred to as Enterprise Bank, and has reported 141 consecutive profitable quarters. Enterprise Bank is principally engaged in the business of attracting deposits from the general public and investing in commercial loans and investment securities. Through Enterprise Bank and its subsidiaries, the Company offers a range of commercial, residential and consumer loan products, deposit products and cash management services, electronic and digital banking options, as well as wealth management, and trust services. The Company’s headquarters and Enterprise Bank’s main office are located at 222 Merrimack Street in Lowell, Massachusetts. The Company’s primary market area is the Northern Middlesex, Northern Essex, and Northern Worcester counties of Massachusetts and the Southern Hillsborough and Southern Rockingham counties in New Hampshire. Enterprise Bank has 27 full-service branches located in the Massachusetts communities of Acton, Andover, Billerica (2), Chelmsford (2), Dracut, Fitchburg, Lawrence, Leominster, Lexington, Lowell (2), Methuen, North Andover, Tewksbury (2), Tyngsborough and Westford and in the New Hampshire communities of Derry, Hudson, Londonderry, Nashua (2), Pelham, Salem and Windham.

    Forward-Looking Statements

    This earnings release contains statements about future events that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by references to a future period or periods or by the use of the words “believe,” “expect,” “anticipate,” “intend,” “upcoming,” “estimate,” “assume,” “will,” “should,” “could,” “plan,” and other similar terms or expressions. Forward-looking statements should not be relied on because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties, and other factors may cause the actual results, performance, and achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed in, or implied by, the forward-looking statements. Factors that could cause such differences include, but are not limited to, (i) disruption from the proposed merger with Independent; (ii) the risk that the proposed merger with Independent may not be completed in a timely manner or at all; (iii) the occurrence of any event, change, or other circumstances that could give rise to the termination of the proposed merger with Independent, including under circumstances that would require Enterprise to pay a termination fee; (iv) the failure to obtain necessary shareholder or regulatory approvals for the proposed merger with Independent; (v) the ability to successfully integrate the combined business; (vi) the possibility that the amount of the costs, fees, expenses, and charges related to the proposed merger with Independent may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities; (vii) the failure of the conditions to the proposed merger with Independent to be satisfied; (viii) reputational risk and the reaction of the parties’ customers to the proposed merger with Independent; (xi) the risk of potential litigation or regulatory action related to the proposed merger with Independent; (x) the impact on us and our customers of a decline in general economic conditions and any regulatory responses thereto; (xi) potential recession in the United States and our market areas; (xii) the impacts related to or resulting from uncertainty in the banking industry as a whole; (xiii) increased competition for deposits and related changes in deposit customer behavior; (xiv) the impact of changes in market interest rates, whether due to a continuation of the elevated interest rate environment or further reductions in interest rates and a resulting decline in net interest income; (xv) the lingering inflationary pressures, and the risk of the resurgence of elevated levels of inflation, in the United States and our market areas; (xvi) the uncertain impacts of ongoing quantitative tightening and current and future monetary policies of the Board of Governors of the Federal Reserve System; (xvii) increases in unemployment rates in the United States and our market areas; (xviii) declines in commercial real estate values and prices; (xix) uncertainty regarding United States fiscal debt, deficit and budget matters; (xx) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; (xxi) severe weather, natural disasters, acts of war or terrorism, geopolitical instability or other external events, including as a result of changes in U.S. presidential administrations or Congress, including potential changes in U.S. and international trade policies and the resulting impact on the Company and its customers; (xxii) competition and market expansion opportunities; (xxiii) changes in non-interest expenditures or in the anticipated benefits of such expenditures; (xxiv) changes in tax laws; (xxv) the risks related to the development, implementation, use and management of emerging technologies, including artificial intelligence and machine learnings; (xxvi) potential increased costs related to the impacts of climate change; and (xxvii) current or future litigation, regulatory examinations or other legal and/or regulatory actions. Therefore, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized and readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. For more information about these factors, please see our reports filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q on file with the SEC, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Any forward-looking statements contained in this earnings release are made as of the date hereof, and we undertake no duty, and specifically disclaim any duty, to update or revise any such statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

    ENTERPRISE BANCORP, INC.
    Consolidated Balance Sheets
    (unaudited)
     
    (Dollars in thousands, except per share data)   December 31,
    2024    		   December 31,
    2023
    Assets        
    Cash and cash equivalents:        
    Cash and due from banks   $ 42,689     $ 37,443  
    Interest-earning deposits with banks     41,152       19,149  
    Total cash and cash equivalents     83,841       56,592  
    Investments:        
    Debt securities at fair value (amortized cost of $685,766 and $763,981, respectively)     583,930       661,113  
    Equity securities at fair value     9,665       7,058  
    Total investment securities at fair value     593,595       668,171  
    Federal Home Loan Bank stock     7,093       2,402  
    Loans held for sale     520       200  
    Loans:        
    Total loans     3,982,898       3,567,631  
    Allowance for credit losses     (63,498 )     (58,995 )
    Net loans     3,919,400       3,508,636  
    Premises and equipment, net     42,444       44,931  
    Lease right-of-use asset     24,126       24,820  
    Accrued interest receivable     20,553       19,233  
    Deferred income taxes, net     49,096       49,166  
    Bank-owned life insurance     67,421       65,455  
    Prepaid income taxes     2,583       1,589  
    Prepaid expenses and other assets     11,398       19,183  
    Goodwill     5,656       5,656  
    Total assets   $ 4,827,726     $ 4,466,034  
    Liabilities and Shareholders‘Equity        
    Liabilities        
    Deposits   $ 4,187,698     $ 3,977,521  
    Borrowed funds     153,136       25,768  
    Subordinated debt     59,815       59,498  
    Lease liability     23,849       24,441  
    Accrued expenses and other liabilities     33,425       45,011  
    Accrued interest payable     9,055       4,678  
    Total liabilities     4,466,978       4,136,917  
    Commitments and Contingencies        
    Shareholders‘Equity        
    Preferred stock, $0.01 par value per share; 1,000,000 shares authorized; no shares issued     —       —  
    Common stock, $0.01 par value per share; 40,000,000 shares authorized; 12,447,308 and 12,272,674 shares issued and outstanding, respectively.     124       123  
    Additional paid-in capital     111,295       107,377  
    Retained earnings     328,243       301,380  
    Accumulated other comprehensive loss     (78,914 )     (79,763 )
    Total shareholders’ equity     360,748       329,117  
    Total liabilities and shareholders’ equity   $ 4,827,726     $ 4,466,034  
                     
    ENTERPRISE BANCORP, INC.
    Consolidated Statements of Income
    (unaudited)
     
        Three months ended   Year ended
    (Dollars in thousands, except per share data)   December 31, 
    2024    		   September 30, 
    2024    		   December 31, 
    2023    		   December 31, 
    2024    		   December 31, 
    2023
    Interest and dividend income:                    
    Other interest-earning assets   $ 833     $ 2,497     $ 2,350   $ 6,199     $ 9,943  
    Investment securities     3,881       3,835       4,219     15,693       18,575  
    Loans and loans held for sale     54,528       53,809       46,680     208,378       172,535  
    Total interest and dividend income     59,242       60,141       53,249     230,270       201,053  
    Interest expense:                    
    Deposits     19,488       20,581       15,821     76,513       44,389  
    Borrowed funds     394       674       43     2,426       113  
    Subordinated debt     867       866       867     3,467       3,467  
    Total interest expense     20,749       22,121       16,731     82,406       47,969  
    Net interest income     38,493       38,020       36,518     147,864       153,084  
    Provision for credit losses     (106 )     1,332       2,493     1,985       9,249  
    Net interest income after provision for credit losses     38,599       36,688       34,025     145,879       143,835  
    Non-interest income:                    
    Wealth management fees     2,043       2,025       1,797     7,888       6,730  
    Deposit and interchange fees     2,240       2,282       2,145     8,875       8,475  
    Income on bank-owned life insurance, net     522       518       314     2,001       1,264  
    Net losses on sales of debt securities     —       (2 )     —     (2 )     (2,419 )
    Net gains on sales of loans     33       57       —     156       34  
    Net (losses) gains on equity securities     (30 )     604       674     1,140       666  
    Other income     808       656       617     2,821       2,859  
    Total non-interest income     5,616       6,140       5,547     22,879       17,609  
    Non-interest expense:                    
    Salaries and employee benefits     19,276       20,097       18,468     78,224       72,283  
    Occupancy and equipment expenses     2,364       2,438       2,283     9,667       9,722  
    Technology and telecommunications expenses     2,687       2,618       2,719     10,708       10,656  
    Advertising and public relations expenses     609       559       709     2,585       2,786  
    Audit, legal and other professional fees     460       569       788     2,474       2,945  
    Deposit insurance premiums     950       900       768     3,571       2,712  
    Supplies and postage expenses     242       261       245     980       998  
    Merger-related expenses     1,137       —       —     1,137       —  
    Other operating expenses     2,117       1,911       2,244     7,786       8,097  
    Total non-interest expense     29,842       29,353       28,224     117,132       110,199  
    Income before income taxes     14,373       13,475       11,348     51,626       51,245  
    Provision for income taxes     3,646       3,488       3,441     12,893       13,187  
    Net income   $ 10,727     $ 9,987     $ 7,907   $ 38,733     $ 38,058  
                         
    Basic earnings per common share   $ 0.86     $ 0.80     $ 0.64   $ 3.13     $ 3.11  
    Diluted earnings per common share   $ 0.86     $ 0.80     $ 0.64   $ 3.12     $ 3.11  
                         
    Basic weighted average common shares outstanding     12,433,895       12,428,543       12,261,918     12,386,669       12,223,626  
    Diluted weighted average common shares outstanding     12,460,063       12,438,160       12,276,769     12,398,062       12,244,036  
                                           
    ENTERPRISE BANCORP, INC.
    Selected Consolidated Financial Data and Ratios
    (unaudited)
     
        At or for the three months ended
    (Dollars in thousands, except per share data)   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024    		   December 31,
    2023
    Balance Sheet Data                    
    Total cash and cash equivalents   $ 83,841     $ 88,632     $ 199,719     $ 147,834     $ 56,592  
    Total investment securities at fair value     593,595       631,975       636,838       652,026       668,171  
    Total loans     3,982,898       3,858,940       3,768,649       3,654,322       3,567,631  
    Allowance for credit losses     (63,498 )     (63,654 )     (61,999 )     (60,741 )     (58,995 )
    Total assets     4,827,726       4,742,809       4,773,681       4,624,015       4,466,034  
    Total deposits     4,187,698       4,189,461       4,248,801       4,106,119       3,977,521  
    Borrowed funds     153,136       59,949       61,785       63,246       25,768  
    Subordinated debt     59,815       59,736       59,657       59,577       59,498  
    Total shareholders’ equity     360,748       368,109       340,441       333,439       329,117  
    Total liabilities and shareholders’ equity     4,827,726       4,742,809       4,773,681       4,624,015       4,466,034  
                         
    Wealth Management                    
    Wealth assets under management   $ 1,230,014     $ 1,212,076     $ 1,129,147     $ 1,105,036     $ 1,077,761  
    Wealth assets under administration   $ 305,930     $ 302,891     $ 267,529     $ 268,074     $ 242,338  
                         
    Shareholders’ Equity Ratios                    
    Book value per common share   $ 28.98     $ 29.62     $ 27.40     $ 26.94     $ 26.82  
    Dividends paid per common share   $ 0.24     $ 0.24     $ 0.24     $ 0.24     $ 0.23  
                         
    Regulatory Capital Ratios                    
    Total capital to risk weighted assets     13.06 %     13.07 %     13.07 %     13.20 %     13.12 %
    Tier 1 capital to risk weighted assets(1)     10.38 %     10.36 %     10.34 %     10.43 %     10.34 %
    Tier 1 capital to average assets     8.94 %     8.68 %     8.76 %     8.85 %     8.74 %
                         
    Credit Quality Data                    
    Non-performing loans   $ 26,687     $ 25,946     $ 17,731     $ 18,527     $ 11,414  
    Non-performing loans to total loans     0.67 %     0.67 %     0.47 %     0.51 %     0.32 %
    Non-performing assets to total assets     0.55 %     0.55 %     0.37 %     0.40 %     0.26 %
    ACL for loans to total loans     1.59 %     1.65 %     1.65 %     1.66 %     1.65 %
    Net charge-offs (recoveries)   $ 221     $ (7 )   $ (130 )   $ 122     $ 15  
                         
    Income Statement Data                    
    Net interest income   $ 38,493     $ 38,020     $ 36,161     $ 35,190     $ 36,518  
    Provision for credit losses     (106 )     1,332       137       622       2,493  
    Total non-interest income     5,616       6,140       5,628       5,495       5,547  
    Total non-interest expense     29,842       29,353       29,029       28,908       28,224  
    Income before income taxes     14,373       13,475       12,623       11,155       11,348  
    Provision for income taxes     3,646       3,488       3,111       2,648       3,441  
    Net income   $ 10,727     $ 9,987     $ 9,512     $ 8,507     $ 7,907  
                         
    Income Statement Ratios                    
    Diluted earnings per common share   $ 0.86     $ 0.80     $ 0.77     $ 0.69     $ 0.64  
    Return on average total assets     0.89 %     0.82 %     0.82 %     0.75 %     0.69 %
    Return on average shareholders’ equity     11.82 %     11.20 %     11.55 %     10.47 %     10.21 %
    Net interest margin (tax-equivalent)(2)     3.29 %     3.22 %     3.19 %     3.20 %     3.29 %
                                             
    (1) Ratio also represents common equity tier 1 capital to risk weighted assets as of the periods presented.
    (2) Tax-equivalent net interest margin is net interest income adjusted for the tax-equivalent effect associated with tax-exempt loan and investment income, expressed as a percentage of average interest-earning assets.
                                             
    ENTERPRISE BANCORP, INC.
    Consolidated Loan and Deposit Data
    (unaudited)
     
    Major classifications of loans at the dates indicated were as follows:
     
    (Dollars in thousands)   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024    		   December 31,
    2023
    Commercial real estate owner-occupied   $ 704,634     $ 660,063     $ 660,478     $ 635,420     $ 619,302  
    Commercial real estate non owner-occupied     1,563,201       1,579,827       1,544,386       1,524,174       1,445,435  
    Commercial and industrial     479,821       415,642       426,976       417,604       430,749  
    Commercial construction     679,969       674,434       622,094       583,711       585,113  
    Total commercial loans     3,427,625       3,329,966       3,253,934       3,160,909       3,080,599  
                         
    Residential mortgages     443,096       424,030       413,323       400,093       393,142  
    Home equity loans and lines     103,858       95,982       93,220       85,144       85,375  
    Consumer     8,319       8,962       8,172       8,176       8,515  
    Total retail loans     555,273       528,974       514,715       493,413       487,032  
    Total loans     3,982,898       3,858,940       3,768,649       3,654,322       3,567,631  
                         
    ACL for loans     (63,498 )     (63,654 )     (61,999 )     (60,741 )     (58,995 )
    Net loans   $ 3,919,400     $ 3,795,286     $ 3,706,650     $ 3,593,581     $ 3,508,636  
                                             
    Deposits are summarized at the periods indicated were as follows:
                         
    (Dollars in thousands)   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024    		   December 31,
    2023
    Non-interest checking   $     1,077,998   $     1,064,424   $     1,041,771   $     1,038,887   $     1,061,009
    Interest-bearing checking              699,671              682,050              788,822              730,819              697,632
    Savings              270,367              279,824              294,566              285,090              294,865
    Money market           1,454,443           1,488,437           1,504,551           1,469,181           1,402,939
    CDs $250,000 or less              377,958              375,055              358,149              337,367              295,789
    CDs greater than $250,000              307,261              299,671              260,942              244,775              225,287
     Deposits   $     4,187,698   $     4,189,461   $     4,248,801   $     4,106,119   $     3,977,521
                                   
    ENTERPRISE BANCORP, INC.
    Consolidated Average Balance Sheets and Yields (tax-equivalent basis)
    (unaudited)
     
    The following table presents the Company’s average balance sheets, net interest income and average rates for the periods indicated:
     
        Three months ended
    December 31, 2024    		   Three months ended
    September 30, 2024    		   Three months ended
    December 31, 2023
    (Dollars in thousands)   Average 
    Balance    		   Interest(1)   Average
    Yield(1)    		   Average 
    Balance    		   Interest(1)   Average
    Yield(1)    		   Average 
    Balance    		   Interest(1)   Average 
    Yield(1)
    Assets:                                    
    Other interest-earning assets(2)   $ 68,224   $ 833   4.85 %   $ 181,465   $ 2,497   5.48 %   $ 172,167   $ 2,350   5.42 %
    Investment securities(3)(tax-equivalent)     704,629     3,985   2.26 %     731,815     3,945   2.16 %     799,093     4,345   2.17 %
    Loans and loans held for sale(4)(tax-equivalent)     3,911,386     54,673   5.56 %     3,813,800     53,956   5.63 %     3,467,945     46,824   5.36 %
    Total interest-earnings assets (tax-equivalent)     4,684,239     59,491   5.06 %     4,727,080     60,398   5.09 %     4,439,205     53,519   4.79 %
    Other assets     101,952             104,284             78,102        
    Total assets   $ 4,786,191           $ 4,831,364           $ 4,517,307        
                                         
    Liabilities and stockholders’ equity:                                    
    Non-interest checking   $ 1,106,823     —       $ 1,069,130     —       $ 1,145,254   $ —    
    Interest checking, savings and money market     2,471,854     11,728   1.89 %     2,574,439     13,017   2.01 %     2,437,142     10,786   1.76 %
    CDs     683,248     7,760   4.52 %     651,614     7,564   4.62 %     500,286     5,035   3.99 %
    Total deposits     4,261,925     19,488   1.82 %     4,295,183     20,581   1.91 %     4,082,682     15,821   1.54 %
    Borrowed funds     37,812     394   4.15 %     61,232     674   4.38 %     7,572     43   2.24 %
    Subordinated debt(5)     59,768     867   5.80 %     59,689     866   5.81 %     59,451     867   5.83 %
    Total funding liabilities     4,359,505     20,749   1.89 %     4,416,104     22,121   1.99 %     4,149,705     16,731   1.60 %
    Other liabilities     65,720             60,524             60,376        
    Total liabilities     4,425,225             4,476,628             4,210,081        
    Stockholders’ equity     360,966             354,736             307,226        
    Total liabilities and stockholders’ equity   $ 4,786,191           $ 4,831,364           $ 4,517,307        
                                         
    Net interest-rate spread (tax-equivalent)           3.17 %           3.10 %           3.19 %
    Net interest income (tax-equivalent)         38,742             38,277             36,788    
    Net interest margin (tax-equivalent)           3.29 %           3.22 %           3.29 %
    Less tax-equivalent adjustment         249             257             270    
    Net interest income       $ 38,493           $ 38,020           $ 36,518    
    Net interest margin           3.27 %           3.20 %           3.27 %
     
    (1) Average yields and interest income are presented on a tax-equivalent basis, calculated using a U.S. federal income tax rate of 21% for each period presented, based on tax-equivalent adjustments associated with tax-exempt loans and investments interest income.
    (2) Average other interest-earning assets include interest-earning deposits with banks, federal funds sold and Federal Home Loan Bank stock.
    (3) Average investment securities are presented at average amortized cost.
    (4) Average loans and loans held for sale are presented at average amortized cost and include non-accrual loans.
    (5) Subordinated debt is net of average deferred debt issuance costs.
     

    CAUTION REGARDING FORWARD-LOOKING STATEMENTS

    This communication may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Independent and Enterprise, the expected timing of completion of the proposed transaction, and other statements that are not historical facts. Such statements reflect the current views of Independent Bank Corp. (“Independent”) and Enterprise Bancorp, Inc. (“Enterprise”) with respect to future events and financial performance, and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs, expectations, plans, predictions, forecasts, objectives, assumptions or future events or performance, are forward-looking statements. Forward-looking statements often, but not always, may be identified by words such as expect, anticipate, believe, intend, potential, estimate, plan, target, goal, or similar words or expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

    Independent and Enterprise caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Independent’s and Enterprise’s control. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: (1) changes in general economic, political, or industry conditions; (2) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; (3) volatility and disruptions in global capital and credit markets; (4) movements in interest rates; (5) the resurgence of elevated levels of inflation or inflationary pressures in the United States and the Enterprise and Independent market areas; (6) increased competition in the markets of Independent and Enterprise; (7) success, impact, and timing of business strategies of Independent and Enterprise; (8) the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; (9) the expected impact of the proposed transaction between Enterprise and Independent on the combined entities’ operations, financial condition, and financial results; (10) the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); (11) the failure to obtain Enterprise shareholder approval or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all or other delays in completing the proposed transaction; (12) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; (13) the outcome of any legal proceedings that may be instituted against Independent or Enterprise; (14) the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Independent and Enterprise do business; (15) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (16) diversion of management’s attention from ongoing business operations and opportunities; (17) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (18) the dilution caused by Independent’s issuance of additional shares of its capital stock in connection with the proposed transaction; (19) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; and (20) other factors that may affect the future results of Independent and Enterprise.

    Additional factors that could cause results to differ materially from those described above can be found in Independent’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with the U.S. Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Independent’s website, www.rocklandtrust.com, under the heading “SEC Filings” and in other documents Independent files with the SEC, and in Enterprise’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with and available in the “Investor Relations” section of Enterprise’s website, enterprisebancorp.q4ir.com, under the heading “SEC Filings” and in other documents Enterprise files with the SEC.

    All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Independent nor Enterprise assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All forward-looking statements, express or implied, included in the document are qualified in their entirety by this cautionary statement.

    ADDITIONAL INFORMATION AND WHERE TO FIND IT

    This communication is being made with respect to the proposed transaction involving Independent and Enterprise. This material is not a solicitation of any vote or approval of the Enterprise shareholders and is not a substitute for the proxy statement/prospectus or any other documents that Independent and Enterprise may send to their respective shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, 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.

    In connection with the proposed transaction between Independent and Enterprise, Independent has filed with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that includes a proxy statement for a special meeting of Enterprise’s shareholders to approve the proposed transaction and that also constitutes a prospectus for the Independent common stock that will be issued in the proposed transaction, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF INDEPENDENT AND ENTERPRISE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Enterprise will mail the proxy statement/prospectus to its shareholders. Shareholders are also urged to carefully review and consider Independent’s and Enterprise’s public filings with the SEC, including, but not limited to, their respective proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of the Registration Statement and of the proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Independent and Enterprise, can be obtained, free of charge, as they become available at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Independent Investor Relations, 288 Union Street, Rockland, Massachusetts 02370, telephone (774) 363-9872 or to Enterprise Bancorp, Inc., 222 Merrimack Street, Lowell, MA 01852, Attention: Corporate Secretary, telephone (978) 656-5578.

    PARTICIPANTS IN THE SOLICITATION

    Independent, Enterprise, and certain of their respective directors, executive officers and employees may, under the SEC’s rules, be deemed to be participants in the solicitation of proxies from the shareholders of Enterprise in connection with the proposed transaction. Information regarding Independent’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 28, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024, and other documents filed by Independent with the SEC. Information regarding Enterprise’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024 and other documents filed by Enterprise with the SEC. Other information regarding the persons who may, under the SEC’s rules, be deemed to be participants in the proxy solicitation of Enterprise’s shareholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus regarding the proposed transaction and other relevant materials filed with the SEC when they become available, which may be obtained free of charge as described in the preceding paragraph.

    Contact Info: Joseph R. Lussier, Executive Vice President, Chief Financial Officer and Treasurer (978) 656-5578

    The MIL Network –

  • MIL-OSI: Renasant Corporation Announces Earnings For the Fourth Quarter of 2024

    Source: GlobeNewswire (MIL-OSI)

    TUPELO, Miss., Jan. 28, 2025 (GLOBE NEWSWIRE) — Renasant Corporation (NYSE: RNST) (the “Company”) today announced earnings results for the fourth quarter of 2024.

    (Dollars in thousands, except earnings per share) Three Months Ended   Twelve Months Ended
      Dec 31, 2024 Sep 30, 2024 Dec 31, 2023   Dec 31, 2024 Dec 31, 2023
    Net income and earnings per share:            
    Net income $ 44,747 $ 72,455 $ 28,124     $ 195,457 $ 144,678  
    After-tax gain on sale of insurance agency   —   38,951   —       38,951   —  
    After-tax loss on sale of securities (including impairments)   —   —   (17,859 )     —   (17,859 )
    Basic EPS   0.70   1.18   0.50       3.29   2.58  
    Diluted EPS   0.70   1.18   0.50       3.27   2.56  
    Adjusted diluted EPS (Non-GAAP)(1)   0.73   0.70   0.76       2.76   3.15  
    Impact to diluted EPS from after-tax gain on sale of insurance agency   —   0.63   —       0.65   —  
    Impact to diluted EPS from after-tax loss on sale of securities (including impairments)   —   —   —       —   (0.31 )
                               

    “The fourth quarter results marked the end to a successful year for Renasant. We announced a transformative merger with The First in July and, in the midst of diligently planning for a successful combination, our team maintained its focus on generating organic growth, disciplined pricing on both sides of the balance sheet and steady credit performance,” remarked C. Mitchell Waycaster, Chief Executive Officer of the Company.

    Quarterly Highlights

    Earnings

    • Net income for the fourth quarter of 2024 was $44.7 million; diluted EPS and adjusted diluted EPS (non-GAAP)(1) were $0.70 and $0.73, respectively
    • Net interest income (fully tax equivalent) for the fourth quarter of 2024 was $135.5 million, up $1.9 million on a linked quarter basis
    • For the fourth quarter of 2024, net interest margin was 3.36%, which was unchanged on a linked quarter basis
    • Cost of total deposits was 2.35% for the fourth quarter of 2024, down 16 basis points on a linked quarter basis
    • Noninterest income decreased $55.1 million on a linked quarter basis. The Company recognized a $53.3 million pre-tax gain on the insurance agency sale during the third quarter. Excluding the impact of this gain, noninterest income decreased $1.7 million from the third quarter
    • Mortgage banking income decreased $1.6 million on a linked quarter basis. The mortgage division generated $482.3 million in interest rate lock volume in the fourth quarter of 2024, down $61.3 million on a linked quarter basis. Gain on sale margin was 2.01% for the fourth quarter of 2024, up 45 basis points on a linked quarter basis
    • Noninterest expense decreased $7.2 million on a linked quarter basis. Merger and conversion expenses were $2.1 million for the fourth quarter of 2024, down from $11.3 million for the prior quarter

    Balance Sheet

    • Loans increased $257.4 million on a linked quarter basis, representing 8.1% annualized net loan growth
    • Securities increased $41.8 million on a linked quarter basis. The Company purchased $113.6 million in securities during the fourth quarter, which was offset by cash flows related to principal payments, calls and maturities of $48.5 million and a negative fair market value adjustment in the Company’s available-for-sale portfolio of $24.3 million
    • Deposits at December 31, 2024 increased $62.9 million on a linked quarter basis. Brokered deposits outstanding at September 30, 2024 of $126.8 million matured or were called during the quarter. There were no outstanding brokered deposits at December 31, 2024. Noninterest bearing deposits decreased $125.8 million on a linked quarter basis and represented 23.4% of total deposits at December 31, 2024

    Capital and Stock Repurchase Program

    • Book value per share and tangible book value per share (non-GAAP)(1) increased 0.7% and 1.3%, respectively, on a linked quarter basis
    • The Company has a $100.0 million stock repurchase program in effect through October 2025 under which the Company is authorized to repurchase outstanding shares of its common stock either in open market purchases or privately-negotiated transactions. There was no buyback activity during the fourth quarter of 2024

    Credit Quality

    • The Company recorded a provision for credit losses of $2.6 million for the fourth quarter of 2024, compared to $0.9 million for the third quarter of 2024
    • The ratio of the allowance for credit losses on loans to total loans was 1.57% at December 31, 2024, down two basis points on a linked quarter basis
    • The coverage ratio, or the allowance for credit losses on loans to nonperforming loans, was 178.11% at December 31, 2024, compared to 168.07% at September 30, 2024
    • Net loan charge-offs for the fourth quarter of 2024 were $1.7 million, or 0.05% of average loans on an annualized basis
    • Nonperforming loans to total loans decreased to 0.88% at December 31, 2024 compared to 0.94% at September 30, 2024, and criticized loans (which include classified and Special Mention loans) to total loans decreased to 2.89% at December 31, 2024, compared to 3.02% at September 30, 2024

    (1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

    Income Statement

    (Dollars in thousands, except per share data) Three Months Ended   Twelve Months Ended
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023   Dec 31, 2024 Dec 31, 2023
    Interest income                
    Loans held for investment $ 199,240   $ 202,655   $ 198,397   $ 192,390   $ 188,535   $ 792,682   $ 704,649  
    Loans held for sale   3,564     4,212     3,530     2,308     3,329     13,614     11,807  
    Securities   10,510     10,304     10,410     10,700     10,728     41,924     50,488  
    Other   12,030     11,872     7,874     7,781     7,839     39,557     30,375  
    Total interest income   225,344     229,043     220,211     213,179     210,431     887,777     797,319  
    Interest expense                
    Deposits   85,571     90,787     87,621     82,613     77,168     346,592     232,331  
    Borrowings   6,891     7,258     7,564     7,276     7,310     28,989     45,661  
    Total interest expense   92,462     98,045     95,185     89,889     84,478     375,581     277,992  
    Net interest income   132,882     130,998     125,026     123,290     125,953     512,196     519,327  
    Provision for credit losses                
    Provision for loan losses   3,100     1,210     4,300     2,638     2,518     11,248     18,793  
    Recovery of unfunded commitments   (500 )   (275 )   (1,000 )   (200 )   —     (1,975 )   (3,200 )
    Total provision for credit losses   2,600     935     3,300     2,438     2,518     9,273     15,593  
    Net interest income after provision for credit losses   130,282     130,063     121,726     120,852     123,435     502,923     503,734  
    Noninterest income   34,218     89,299     38,762     41,381     20,356     203,660     113,075  
    Noninterest expense   114,747     121,983     111,976     112,912     111,880     461,618     439,622  
    Income before income taxes   49,753     97,379     48,512     49,321     31,911     244,965     177,187  
    Income taxes   5,006     24,924     9,666     9,912     3,787     49,508     32,509  
    Net income $ 44,747   $ 72,455   $ 38,846   $ 39,409   $ 28,124   $ 195,457   $ 144,678  
                     
    Adjusted net income (non-GAAP)(1) $ 46,458   $ 42,960   $ 38,846   $ 36,572   $ 42,887   $ 165,066   $ 177,657  
    Adjusted pre-provision net revenue (“PPNR”) (non-GAAP)(1) $ 54,177   $ 56,238   $ 51,812   $ 48,231   $ 52,614   $ 210,458   $ 233,403  
                     
    Basic earnings per share $ 0.70   $ 1.18   $ 0.69   $ 0.70   $ 0.50   $ 3.29   $ 2.58  
    Diluted earnings per share   0.70     1.18     0.69     0.70     0.50     3.27     2.56  
    Adjusted diluted earnings per share (non-GAAP)(1)   0.73     0.70     0.69     0.65     0.76     2.76     3.15  
    Average basic shares outstanding   63,565,437     61,217,094     56,342,909     56,208,348     56,141,628     59,350,157     56,099,689  
    Average diluted shares outstanding   64,056,303     61,632,448     56,684,626     56,531,078     56,611,217     59,748,790     56,448,163  
    Cash dividends per common share $ 0.22   $ 0.22   $ 0.22   $ 0.22   $ 0.22   $ 0.88   $ 0.88  
                                               

    (1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

    Performance Ratios

      Three Months Ended   Twelve Months Ended
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023   Dec 31, 2024 Dec 31, 2023
    Return on average assets 0.99 % 1.63 % 0.90 % 0.92 % 0.65 %   1.11 % 0.84 %
    Adjusted return on average assets (non-GAAP)(1) 1.03   0.97   0.90   0.86   0.99     0.94   1.03  
    Return on average tangible assets (non-GAAP)(1) 1.07   1.75   0.98   1.00   0.71     1.20   0.92  
    Adjusted return on average tangible assets (non-GAAP)(1) 1.11   1.05   0.98   0.93   1.08     1.02   1.12  
    Return on average equity 6.70   11.29   6.68   6.85   4.93     7.92   6.50  
    Adjusted return on average equity (non-GAAP)(1) 6.96   6.69   6.68   6.36   7.53     6.69   7.99  
    Return on average tangible equity (non-GAAP)(1) 10.97   18.83   12.04   12.45   9.26     13.63   12.29  
    Adjusted return on average tangible equity (non-GAAP)(1) 11.38   11.26   12.04   11.58   13.94     11.55   15.02  
    Efficiency ratio (fully taxable equivalent) 67.61   54.73   67.31   67.52   75.11     63.57   68.33  
    Adjusted efficiency ratio (non-GAAP)(1) 65.82   64.62   66.60   68.23   66.18     66.30   63.48  
    Dividend payout ratio 31.43   18.64   31.88   31.43   44.00     26.75   34.11  
                                   

    Capital and Balance Sheet Ratios

      As of
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023
    Shares outstanding   63,565,690     63,564,028     56,367,924     56,304,860     56,142,207  
    Market value per share $ 35.75   $ 32.50   $ 30.54   $ 31.32   $ 33.68  
    Book value per share   42.13     41.82     41.77     41.25     40.92  
    Tangible book value per share (non-GAAP)(1)   26.36     26.02     23.89     23.32     22.92  
    Shareholders’ equity to assets   14.85 %   14.80 %   13.45 %   13.39 %   13.23 %
    Tangible common equity ratio (non-GAAP)(1)   9.84     9.76     8.16     8.04     7.87  
    Leverage ratio   11.34     11.32     9.81     9.75     9.62  
    Common equity tier 1 capital ratio   12.72     12.88     10.75     10.59     10.52  
    Tier 1 risk-based capital ratio   13.49     13.67     11.53     11.37     11.30  
    Total risk-based capital ratio   17.07     17.32     15.15     15.00     14.93  
                                   

    (1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

    Noninterest Income and Noninterest Expense

    (Dollars in thousands) Three Months Ended   Twelve Months Ended
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023   Dec 31, 2024 Dec 31, 2023
    Noninterest income                
    Service charges on deposit accounts $ 10,549 $ 10,438 $ 10,286 $ 10,506 $ 10,603     $ 41,779 $ 39,199  
    Fees and commissions   4,181   4,116   3,944   3,949   4,130       16,190   17,901  
    Insurance commissions   —   —   2,758   2,716   2,583       5,474   11,102  
    Wealth management revenue   6,371   5,835   5,684   5,669   5,668       23,559   22,132  
    Mortgage banking income   6,861   8,447   9,698   11,370   6,592       36,376   32,413  
    Gain on sale of insurance agency   —   53,349   —   —   —       53,349   —  
    Net losses on sales of securities (including impairments)   —   —   —   —   (19,352 )     —   (41,790 )
    Gain on extinguishment of debt   —   —   —   56   620       56   620  
    BOLI income   3,317   2,858   2,701   2,691   2,589       11,567   10,463  
    Other   2,939   4,256   3,691   4,424   6,923       15,310   21,035  
    Total noninterest income $ 34,218 $ 89,299 $ 38,762 $ 41,381 $ 20,356     $ 203,660 $ 113,075  
    Noninterest expense                
    Salaries and employee benefits $ 70,260 $ 71,307 $ 70,731 $ 71,470 $ 71,841     $ 283,768 $ 281,768  
    Data processing   4,145   4,133   3,945   3,807   3,971       16,030   15,195  
    Net occupancy and equipment   11,312   11,415   11,844   11,389   11,653       45,960   46,471  
    Other real estate owned   590   56   105   107   306       858   267  
    Professional fees   2,686   3,189   3,195   3,348   2,854       12,418   13,671  
    Advertising and public relations   3,840   3,677   3,807   4,886   3,084       16,210   14,726  
    Intangible amortization   1,133   1,160   1,186   1,212   1,274       4,691   5,380  
    Communications   2,067   2,176   2,112   2,024   2,026       8,379   8,238  
    Merger and conversion related expenses   2,076   11,273   —   —   —       13,349   —  
    Other   16,638   13,597   15,051   14,669   14,871       59,955   53,906  
    Total noninterest expense $ 114,747 $ 121,983 $ 111,976 $ 112,912 $ 111,880     $ 461,618 $ 439,622  
                                       

    Mortgage Banking Income

    (Dollars in thousands) Three Months Ended   Twelve Months Ended
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023   Dec 31, 2024 Dec 31, 2023
    Gain on sales of loans, net $ 2,379 $ 4,499 $ 5,199 $ 4,535 $ 1,860   $ 16,612 $ 14,573
    Fees, net   2,850   2,646   2,866   1,854   2,010     10,216   9,051
    Mortgage servicing income, net   1,632   1,302   1,633   4,981   2,722     9,548   8,789
    Total mortgage banking income $ 6,861 $ 8,447 $ 9,698 $ 11,370 $ 6,592   $ 36,376 $ 32,413
                                   

    Balance Sheet

    (Dollars in thousands) As of
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023
    Assets          
    Cash and cash equivalents $ 1,092,032   $ 1,275,620   $ 851,906   $ 844,400   $ 801,351  
    Securities held to maturity, at amortized cost   1,126,112     1,150,531     1,174,663     1,199,111     1,221,464  
    Securities available for sale, at fair value   831,013     764,844     749,685     764,486     923,279  
    Loans held for sale, at fair value   246,171     291,735     266,406     191,440     179,756  
    Loans held for investment   12,885,020     12,627,648     12,604,755     12,500,525     12,351,230  
    Allowance for credit losses on loans   (201,756 )   (200,378 )   (199,871 )   (201,052 )   (198,578 )
    Loans, net   12,683,264     12,427,270     12,404,884     12,299,473     12,152,652  
    Premises and equipment, net   279,796     280,550     280,966     282,193     283,195  
    Other real estate owned   8,673     9,136     7,366     9,142     9,622  
    Goodwill and other intangibles   1,003,003     1,004,136     1,008,062     1,009,248     1,010,460  
    Bank-owned life insurance   391,810     389,138     387,791     385,186     382,584  
    Mortgage servicing rights   72,991     71,990     72,092     71,596     91,688  
    Other assets   300,003     293,890     306,570     289,466     304,484  
    Total assets $ 18,034,868   $ 17,958,840   $ 17,510,391   $ 17,345,741   $ 17,360,535  
               
    Liabilities and Shareholders’ Equity          
    Liabilities          
    Deposits:          
    Noninterest-bearing $ 3,403,981   $ 3,529,801   $ 3,539,453   $ 3,516,164   $ 3,583,675  
    Interest-bearing   11,168,631     10,979,950     10,715,760     10,720,999     10,493,110  
    Total deposits   14,572,612     14,509,751     14,255,213     14,237,163     14,076,785  
    Short-term borrowings   108,018     108,732     232,741     108,121     307,577  
    Long-term debt   430,614     433,177     428,677     428,047     429,400  
    Other liabilities   245,306     249,102     239,059     250,060     249,390  
    Total liabilities   15,356,550     15,300,762     15,155,690     15,023,391     15,063,152  
               
    Shareholders’ equity:          
    Common stock   332,421     332,421     296,483     296,483     296,483  
    Treasury stock   (97,196 )   (97,251 )   (97,534 )   (99,683 )   (105,249 )
    Additional paid-in capital   1,491,847     1,488,678     1,304,782     1,303,613     1,308,281  
    Retained earnings   1,093,854     1,063,324     1,005,086     978,880     952,124  
    Accumulated other comprehensive loss   (142,608 )   (129,094 )   (154,116 )   (156,943 )   (154,256 )
    Total shareholders’ equity   2,678,318     2,658,078     2,354,701     2,322,350     2,297,383  
    Total liabilities and shareholders’ equity $ 18,034,868   $ 17,958,840   $ 17,510,391   $ 17,345,741   $ 17,360,535  
                                   

    Net Interest Income and Net Interest Margin

    (Dollars in thousands) Three Months Ended
      December 31, 2024 September 30, 2024 December 31, 2023
      Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/  
     Rate    		 Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/  
     Rate    		 Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/  
     Rate
    Interest-earning assets:                  
    Loans held for investment $ 12,746,941 $ 201,562 6.29 % $ 12,584,104 $ 204,935 6.47 % $ 12,249,429 $ 190,857 6.18 %
    Loans held for sale   250,812   3,564 5.69 %   272,110   4,212 6.19 %   199,510   3,329 6.68 %
    Taxable securities   1,784,167   9,408 2.11 %   1,794,421   9,212 2.05 %   2,050,175   9,490 1.85 %
    Tax-exempt securities(1)   261,679   1,400 2.14 %   262,621   1,390 2.12 %   282,698   1,558 2.20 %
    Total securities   2,045,846   10,808 2.11 %   2,057,042   10,602 2.06 %   2,332,873   11,048 1.89 %
    Interest-bearing balances with banks   1,025,294   12,030 4.67 %   894,313   11,872 5.28 %   552,301   7,839 5.63 %
    Total interest-earning assets   16,068,893   227,964 5.65 %   15,807,569   231,621 5.82 %   15,334,113   213,073 5.52 %
    Cash and due from banks   188,493       189,425       180,609    
    Intangible assets   1,003,551       1,004,701       1,011,130    
    Other assets   682,211       679,969       669,988    
    Total assets $ 17,943,148     $ 17,681,664     $ 17,195,840    
    Interest-bearing liabilities:                  
    Interest-bearing demand(2) $ 7,629,685 $ 57,605 3.00 % $ 7,333,508 $ 60,326 3.26 % $ 6,721,053 $ 47,783 2.82 %
    Savings deposits   804,132   706 0.35 %   815,545   729 0.36 %   888,692   765 0.34 %
    Brokered deposits   60,298   1,013 6.68 %   150,991   1,998 5.25 %   632,704   8,594 5.39 %
    Time deposits   2,512,097   26,247 4.16 %   2,546,860   27,734 4.33 %   2,185,737   20,026 3.63 %
    Total interest-bearing deposits   11,006,212   85,571 3.09 %   10,846,904   90,787 3.32 %   10,428,186   77,168 2.94 %
    Borrowed funds   556,966   6,891 4.94 %   562,146   7,258 5.14 %   564,715   7,310 5.16 %
    Total interest-bearing liabilities   11,563,178   92,462 3.18 %   11,409,050   98,045 3.41 %   10,992,901   84,478 3.05 %
    Noninterest-bearing deposits   3,502,931       3,509,266       3,703,050    
    Other liabilities   220,154       209,762       238,864    
    Shareholders’ equity   2,656,885       2,553,586       2,261,025    
    Total liabilities and shareholders’ equity $ 17,943,148     $ 17,681,664     $ 17,195,840    
    Net interest income/ net interest margin   $ 135,502 3.36 %   $ 133,576 3.36 %   $ 128,595 3.33 %
    Cost of funding     2.44 %     2.61 %     2.28 %
    Cost of total deposits     2.35 %     2.51 %     2.17 %
                             

    (1) U.S. Government and some U.S. Government Agency securities are tax-exempt in the states in which the Company operates.
    (2) Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

    Net Interest Income and Net Interest Margin, continued

    (Dollars in thousands) Twelve Months Ended
      December 31, 2024 December 31, 2023
      Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/  
     Rate    		 Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/  
     Rate
    Interest-earning assets:            
    Loans held for investment $ 12,579,143 $ 801,807 6.37 % $ 11,963,141 $ 713,897 5.97 %
    Loans held for sale   224,734   13,614 6.06 %   181,253   11,807 6.51 %
    Taxable securities(1)   1,825,404   37,383 2.05 %   2,313,874   44,619 1.93 %
    Tax-exempt securities   264,615   5,746 2.17 %   332,749   7,634 2.29 %
    Total securities   2,090,019   43,129 2.06 %   2,646,623   52,253 1.97 %
    Interest-bearing balances with banks   772,274   39,557 5.12 %   568,155   30,375 5.35 %
    Total interest-earning assets   15,666,170   898,107 5.73 %   15,359,172   808,332 5.26 %
    Cash and due from banks   188,487       187,127    
    Intangible assets   1,006,665       1,012,239    
    Other assets   691,373       673,345    
    Total assets $ 17,552,695     $ 17,231,883    
    Interest-bearing liabilities:            
    Interest-bearing demand(2) $ 7,254,646 $ 226,563 3.12 % $ 6,357,753 $ 138,730 2.18 %
    Savings deposits   829,818   2,894 0.35 %   971,522   3,197 0.33 %
    Brokered deposits   237,164   12,942 5.46 %   697,699   36,039 5.17 %
    Time deposits   2,466,906   104,193 4.22 %   1,874,224   54,365 2.90 %
    Total interest-bearing deposits   10,788,534   346,592 3.21 %   9,901,198   232,331 2.35 %
    Borrowed funds   566,332   28,989 5.12 %   910,080   45,661 5.02 %
    Total interest-bearing liabilities   11,354,866   375,581 3.31 %   10,811,278   277,992 2.57 %
    Noninterest-bearing deposits   3,509,958       3,979,951    
    Other liabilities   221,487       216,148    
    Shareholders’ equity   2,466,384       2,224,506    
    Total liabilities and shareholders’ equity $ 17,552,695     $ 17,231,883    
    Net interest income/ net interest margin   $ 522,526 3.34 %   $ 530,340 3.45 %
    Cost of funding     2.53 %     1.88 %
    Cost of total deposits     2.42 %     1.67 %

    (1) U.S. Government and some U.S. Government Agency securities are tax-exempt in the states in which the Company operates.
    (2) Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

    Supplemental Margin Information

    (Dollars in thousands) Three Months Ended   Twelve Months Ended
      Dec 31, 2024 Sep 30, 2024 Dec 31, 2023   Dec 31, 2024 Dec 31, 2023
    Earning asset mix:            
    Loans held for investment   79.33 %   79.61 %   79.88 %     80.29 %   77.89 %
    Loans held for sale   1.56     1.72     1.30       1.43     1.18  
    Securities   12.73     13.01     15.21       13.34     17.23  
    Interest-bearing balances with banks   6.38     5.66     3.61       4.94     3.70  
    Total   100.00 %   100.00 %   100.00 %     100.00 %   100.00 %
                 
    Funding sources mix:            
    Noninterest-bearing demand   23.25 %   23.52 %   25.20 %     23.61 %   26.91 %
    Interest-bearing demand(1)   50.64     49.16     45.73       48.80     42.98  
    Savings   5.34     5.47     6.05       5.58     6.57  
    Brokered deposits   0.40     1.01     4.31       1.60     4.72  
    Time deposits   16.67     17.07     14.87       16.60     12.67  
    Borrowed funds   3.70     3.77     3.84       3.81     6.15  
    Total   100.00 %   100.00 %   100.00 %     100.00 %   100.00 %
                 
    Net interest income collected on problem loans $ 151   $ 642   $ 283     $ 770   $ 219  
    Total accretion on purchased loans   616     1,089     1,117       3,402     4,166  
    Total impact on net interest income $ 767   $ 1,731   $ 1,400     $ 4,172   $ 4,385  
    Impact on net interest margin   0.02 %   0.04 %   0.04 %     0.03 %   0.03 %
    Impact on loan yield   0.02     0.05     0.05       0.03 %   0.04 %

    (1) Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

    Loan Portfolio

    (Dollars in thousands) As of
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023
    Loan Portfolio:          
    Commercial, financial, agricultural $ 1,885,817 $ 1,804,961 $ 1,847,762 $ 1,869,408 $ 1,871,821
    Lease financing   90,591   98,159   102,996   107,474   116,020
    Real estate – construction   1,093,653   1,198,838   1,355,425   1,243,535   1,333,397
    Real estate – 1-4 family mortgages   3,488,877   3,440,038   3,435,818   3,429,286   3,439,919
    Real estate – commercial mortgages   6,236,068   5,995,152   5,766,478   5,753,230   5,486,550
    Installment loans to individuals   90,014   90,500   96,276   97,592   103,523
    Total loans $ 12,885,020 $ 12,627,648 $ 12,604,755 $ 12,500,525 $ 12,351,230
                         

    Credit Quality and Allowance for Credit Losses on Loans

    (Dollars in thousands) As of
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023
    Nonperforming Assets:          
    Nonaccruing loans $ 110,811   $ 113,872   $ 97,795   $ 73,774   $ 68,816  
    Loans 90 days or more past due   2,464     5,351     240     451     554  
    Total nonperforming loans   113,275     119,223     98,035     74,225     69,370  
    Other real estate owned   8,673     9,136     7,366     9,142     9,622  
    Total nonperforming assets $ 121,948   $ 128,359   $ 105,401   $ 83,367   $ 78,992  
               
    Criticized Loans          
    Classified loans $ 241,708   $ 218,135   $ 191,595   $ 206,502   $ 166,893  
    Special Mention loans   130,882     163,804     138,343     138,366     99,699  
    Criticized loans(1) $ 372,590   $ 381,939   $ 329,938   $ 344,868   $ 266,592  
               
    Allowance for credit losses on loans $ 201,756   $ 200,378   $ 199,871   $ 201,052   $ 198,578  
    Net loan charge-offs $ 1,722   $ 703   $ 5,481   $ 164   $ 1,713  
    Annualized net loan charge-offs / average loans   0.05 %   0.02 %   0.18 %   0.01 %   0.06 %
    Nonperforming loans / total loans   0.88     0.94     0.78     0.59     0.56  
    Nonperforming assets / total assets   0.68     0.71     0.60     0.48     0.46  
    Allowance for credit losses on loans / total loans   1.57     1.59     1.59     1.61     1.61  
    Allowance for credit losses on loans / nonperforming loans   178.11     168.07     203.88     270.87     286.26  
    Criticized loans / total loans   2.89     3.02     2.62     2.76     2.16  

    (1) Criticized loans include classified and Special Mention loans.

    CONFERENCE CALL INFORMATION:
    A live audio webcast of a conference call with analysts will be available beginning at 10:00 AM Eastern Time (9:00 AM Central Time) on Wednesday, January 29, 2025.

    The webcast is accessible through Renasant’s investor relations website at www.renasant.com or https://event.choruscall.com/mediaframe/webcast.html?webcastid=8ssY2K7l. To access the conference via telephone, dial 1-877-513-1143 in the United States and request the Renasant Corporation 2024 Fourth Quarter Earnings Webcast and Conference Call. International participants should dial 1-412-902-4145 to access the conference call.

    The webcast will be archived on www.renasant.com after the call and will remain accessible for one year. A replay can be accessed via telephone by dialing 1-877-344-7529 in the United States and entering conference number 8623913 or by dialing 1-412-317-0088 internationally and entering the same conference number. Telephone replay access is available until February 12, 2025.

    ABOUT RENASANT CORPORATION:

    Renasant Corporation is the parent of Renasant Bank, a 120-year-old financial services institution. Renasant has assets of approximately $18.0 billion and operates 186 banking, lending, mortgage and wealth management offices throughout the Southeast as well as offering factoring and asset-based lending on a nationwide basis.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

    This press release may contain, or incorporate by reference, statements about Renasant Corporation that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “projects,” “anticipates,” “intends,” “estimates,” “plans,” “potential,” “focus,” “possible,” “may increase,” “may fluctuate,” “will likely result,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would” and “could,” are generally forward-looking in nature and not historical facts. Forward-looking statements include information about the Company’s future financial performance, business strategy, projected plans and objectives and are based on the current beliefs and expectations of management. The Company’s management believes these forward-looking statements are reasonable, but they are all inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements, and such differences may be material. Prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties and, accordingly, investors should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.

    Important factors currently known to management that could cause the Company’s actual results to differ materially from those in forward-looking statements include the following: (i) the Company’s ability to efficiently integrate acquisitions (including its recently-announced acquisition of The First Bancshares, Inc.) into its operations, retain the customers of these businesses, grow the acquired operations and realize the cost savings expected from an acquisition to the extent and in the timeframe anticipated by management (including the possibility that such cost savings will not be realized when expected, or at all, as a result of the impact of, or challenges arising from, the integration of the acquired assets and assumed liabilities into the Company, potential adverse reactions or changes to business or employee relationships, or as a result of other unexpected factors or events); (ii) potential exposure to unknown or contingent risks and liabilities the Company has acquired, or may acquire, or target for acquisition, including in connection with the proposed merger with The First Bancshares, Inc.; (iii) the effect of economic conditions and interest rates on a national, regional or international basis; (iv) timing and success of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (v) competitive pressures in the consumer finance, commercial finance, financial services, asset management, retail banking, factoring and mortgage lending and auto lending industries; (vi) the financial resources of, and products available from, competitors; (vii) changes in laws and regulations as well as changes in accounting standards; (viii) changes in policy by regulatory agencies or increased scrutiny by, and/or additional regulatory requirements of, regulatory agencies as a result of the Company’s proposed merger with The First Bancshares, Inc.; (ix) changes in the securities and foreign exchange markets; (x) the Company’s potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth; (xi) changes in the quality or composition of the Company’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of the Company’s investment securities portfolio; (xii) an insufficient allowance for credit losses as a result of inaccurate assumptions; (xiii) changes in the sources and costs of the capital the Company uses to make loans and otherwise fund the Company’s operations, due to deposit outflows, changes in the mix of deposits and the cost and availability of borrowings; (xiv) general economic, market or business conditions, including the impact of inflation; (xv) changes in demand for loan and deposit products and other financial services; (xvi) concentrations of credit or deposit exposure; (xvii) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; (xviii) increased cybersecurity risk, including potential network breaches, business disruptions or financial losses; (xix) civil unrest, natural disasters, epidemics and other catastrophic events in the Company’s geographic area; (xx) geopolitical conditions, including acts or threats of terrorism or actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; (xxi) the impact, extent and timing of technological changes; and (xxii) other circumstances, many of which are beyond management’s control.

    Management believes that the assumptions underlying the Company’s forward-looking statements are reasonable, but any of the assumptions could prove to be inaccurate. Investors are urged to carefully consider the risks described in the Company’s filings with the Securities and Exchange Commission (the “SEC”) from time to time, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.renasant.com and the SEC’s website at www.sec.gov. 

    The Company undertakes no obligation, and specifically disclaims any obligation, to update or revise forward-looking statements, whether as a result of new information or to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by federal securities laws.

    NON-GAAP FINANCIAL MEASURES:

    In addition to results presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), this press release and the presentation slides furnished to the SEC on the same Form 8-K as this release contain non-GAAP financial measures, namely, (i) adjusted loan yield, (ii) adjusted net interest income and margin, (iii) pre-provision net revenue (including on an as-adjusted basis), (iv) adjusted net income, (v) adjusted diluted earnings per share, (vi) tangible book value per share, (vii) the tangible common equity ratio, (viii) the adjusted return on average assets and on average equity and certain other performance ratios (namely, the ratio of pre-provision net revenue to average assets and the return on average tangible assets and on average tangible common equity (including each of the foregoing on an as-adjusted basis)), and (ix) the adjusted efficiency ratio.

    These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets, including related amortization, and/or certain gains or charges (such as, for the fourth quarter of 2024, merger and conversion expenses and the gain on the sale of mortgage servicing rights), with respect to which the Company is unable to accurately predict when these charges will be incurred or, when incurred, the amount thereof. Management uses these non-GAAP financial measures when evaluating capital utilization and adequacy. In addition, the Company believes that these non-GAAP financial measures facilitate the making of period-to-period comparisons and are meaningful indicators of its operating performance, particularly because these measures are widely used by industry analysts for companies with merger and acquisition activities. Also, because intangible assets such as goodwill and the core deposit intangible can vary extensively from company to company and, as to intangible assets, are excluded from the calculation of a financial institution’s regulatory capital, the Company believes that the presentation of this non-GAAP financial information allows readers to more easily compare the Company’s results to information provided in other regulatory reports and the results of other companies. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the tables below under the caption “Non-GAAP Reconciliations”.

    None of the non-GAAP financial information that the Company has included in this release or the accompanying presentation slides are intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Investors should note that, because there are no standardized definitions for the calculations as well as the results, the Company’s calculations may not be comparable to similarly titled measures presented by other companies. Also, there may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

    Non-GAAP Reconciliations

    (Dollars in thousands, except per share data) Three Months Ended   Twelve Months Ended
      Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023   Dec 31, 2024 Dec 31, 2023
    Adjusted Pre-Provision Net Revenue (“PPNR”)            
    Net income (GAAP) $ 44,747   $ 72,455   $ 38,846   $ 39,409   $ 28,124     $ 195,457   $ 144,678  
    Income taxes   5,006     24,924     9,666     9,912     3,787       49,508     32,509  
    Provision for credit losses (including unfunded commitments)   2,600     935     3,300     2,438     2,518       9,273     15,593  
    Pre-provision net revenue (non-GAAP) $ 52,353   $ 98,314   $ 51,812   $ 51,759   $ 34,429     $ 254,238   $ 192,780  
    Merger and conversion expense   2,076     11,273     —     —     —       13,349     —  
    Gain on extinguishment of debt   —     —     —     (56 )   (620 )     (56 )   (620 )
    Gain on sales of MSR   (252 )   —     —     (3,472 )   (547 )     (3,724 )   (547 )
    Gain on sale of insurance agency   —     (53,349 )   —     —     —       (53,349 )   —  
    Losses on sales of securities (including impairments)   —     —     —     —     19,352       —     41,790  
    Adjusted pre-provision net revenue (non-GAAP) $ 54,177   $ 56,238   $ 51,812   $ 48,231   $ 52,614     $ 210,458   $ 233,403  
                     
    Adjusted Net Income and Adjusted Tangible Net Income            
    Net income (GAAP) $ 44,747   $ 72,455   $ 38,846   $ 39,409   $ 28,124     $ 195,457   $ 144,678  
    Amortization of intangibles   1,133     1,160     1,186     1,212     1,274       4,691     5,380  
    Tax effect of adjustments noted above(1)   (283 )   (296 )   (233 )   (237 )   (240 )     (1,173 )   (1,012 )
    Tangible net income (non-GAAP) $ 45,597   $ 73,319   $ 39,799   $ 40,384   $ 29,158     $ 198,975   $ 149,046  
                     
    Net income (GAAP) $ 44,747   $ 72,455   $ 38,846   $ 39,409   $ 28,124     $ 195,457   $ 144,678  
    Merger and conversion expense   2,076     11,273     —     —     —       13,349     —  
    Gain on extinguishment of debt   —     —     —     (56 )   (620 )     (56 )   (620 )
    Gain on sales of MSR   (252 )   —     —     (3,472 )   (547 )     (3,724 )   (547 )
    Gain on sale of insurance agency   —     (53,349 )   —     —     —       (53,349 )   —  
    Losses on sales of securities (including impairments)   —     —     —     —     19,352       —     41,790  
    Tax effect of adjustments noted above(1)   (113 )   12,581     —     691     (3,422 )     13,389     (7,644 )
    Adjusted net income (non-GAAP) $ 46,458   $ 42,960   $ 38,846   $ 36,572   $ 42,887     $ 165,066   $ 177,657  
    Amortization of intangibles   1,133     1,160     1,186     1,212     1,274       4,691     5,380  
    Tax effect of adjustments noted above(1)   (283 )   (296 )   (233 )   (237 )   (240 )     (1,173 )   (1,012 )
    Adjusted tangible net income (non-GAAP) $ 47,308   $ 43,824   $ 39,799   $ 37,547   $ 43,921     $ 168,584   $ 182,025  
    Tangible Assets and Tangible Shareholders’ Equity            
    Average shareholders’ equity (GAAP) $ 2,656,885   $ 2,553,586   $ 2,337,731   $ 2,314,281   $ 2,261,025     $ 2,466,384   $ 2,224,506  
    Average intangible assets   (1,003,551 )   (1,004,701 )   (1,008,638 )   (1,009,825 )   (1,011,130 )     (1,006,665 )   (1,012,239 )
    Average tangible shareholders’ equity (non-GAAP) $ 1,653,334   $ 1,548,885   $ 1,329,093   $ 1,304,456   $ 1,249,895     $ 1,459,719   $ 1,212,267  
                     
    Average assets (GAAP) $ 17,943,148   $ 17,681,664   $ 17,371,369   $ 17,203,013   $ 17,195,840     $ 17,552,695   $ 17,231,883  
    Average intangible assets   (1,003,551 )   (1,004,701 )   (1,008,638 )   (1,009,825 )   (1,011,130 )     (1,006,665 )   (1,012,239 )
    Average tangible assets (non-GAAP) $ 16,939,597   $ 16,676,963   $ 16,362,731   $ 16,193,188   $ 16,184,710     $ 16,546,030   $ 16,219,644  
                     
    Shareholders’ equity (GAAP) $ 2,678,318   $ 2,658,078   $ 2,354,701   $ 2,322,350   $ 2,297,383     $ 2,678,318   $ 2,297,383  
    Intangible assets   (1,003,003 )   (1,004,136 )   (1,008,062 )   (1,009,248 )   (1,010,460 )     (1,003,003 )   (1,010,460 )
    Tangible shareholders’ equity (non-GAAP) $ 1,675,315   $ 1,653,942   $ 1,346,639   $ 1,313,102   $ 1,286,923     $ 1,675,315   $ 1,286,923  
                     
    Total assets (GAAP) $ 18,034,868   $ 17,958,840   $ 17,510,391   $ 17,345,741   $ 17,360,535     $ 18,034,868   $ 17,360,535  
    Intangible assets   (1,003,003 )   (1,004,136 )   (1,008,062 )   (1,009,248 )   (1,010,460 )     (1,003,003 )   (1,010,460 )
    Total tangible assets (non-GAAP) $ 17,031,865   $ 16,954,704   $ 16,502,329   $ 16,336,493   $ 16,350,075     $ 17,031,865   $ 16,350,075  
                     
    Adjusted Performance Ratios                
    Return on average assets (GAAP)   0.99 %   1.63 %   0.90 %   0.92 %   0.65 %     1.11 %   0.84 %
    Adjusted return on average assets (non-GAAP)   1.03     0.97     0.90     0.86     0.99       0.94     1.03  
    Return on average tangible assets (non-GAAP)   1.07     1.75     0.98     1.00     0.71       1.20     0.92  
    Pre-provision net revenue to average assets (non-GAAP)   1.16     2.21     1.20     1.21     0.79       1.45     1.12  
    Adjusted pre-provision net revenue to average assets (non-GAAP)   1.20     1.27     1.20     1.13     1.21       1.20     1.35  
    Adjusted return on average tangible assets (non-GAAP)   1.11     1.05     0.98     0.93     1.08       1.02     1.12  
    Return on average equity (GAAP)   6.70     11.29     6.68     6.85     4.93       7.92     6.50  
    Adjusted return on average equity (non-GAAP)   6.96     6.69     6.68     6.36     7.53       6.69     7.99  
    Return on average tangible equity (non-GAAP)   10.97     18.83     12.04     12.45     9.26       13.63     12.29  
    Adjusted return on average tangible equity (non-GAAP)   11.38     11.26     12.04     11.58     13.94       11.55     15.02  
                     
    Adjusted Diluted Earnings Per Share            
    Average diluted shares outstanding   64,056,303     61,632,448     56,684,626     56,531,078     56,611,217       59,748,790     56,448,163  
                     
    Diluted earnings per share (GAAP) $ 0.70   $ 1.18   $ 0.69   $ 0.70   $ 0.50     $ 3.27   $ 2.56  
    Adjusted diluted earnings per share (non-GAAP) $ 0.73   $ 0.70   $ 0.69   $ 0.65   $ 0.76     $ 2.76   $ 3.15  
                     
    Tangible Book Value Per Share                
    Shares outstanding   63,565,690     63,564,028     56,367,924     56,304,860     56,142,207       63,565,690     56,142,207  
                     
    Book value per share (GAAP) $ 42.13   $ 41.82   $ 41.77   $ 41.25   $ 40.92     $ 42.13   $ 40.92  
    Tangible book value per share (non-GAAP) $ 26.36   $ 26.02   $ 23.89   $ 23.32   $ 22.92     $ 26.36   $ 22.92  
                     
    Tangible Common Equity Ratio                
    Shareholders’ equity to assets (GAAP)   14.85 %   14.80 %   13.45 %   13.39 %   13.23 %     14.85 %   13.23 %
    Tangible common equity ratio (non-GAAP)   9.84 %   9.76 %   8.16 %   8.04 %   7.87 %     9.84 %   7.87 %
    Adjusted Efficiency Ratio                
    Net interest income (FTE) (GAAP) $ 135,502   $ 133,576   $ 127,598   $ 125,850   $ 128,595     $ 522,526   $ 530,340  
                     
    Total noninterest income (GAAP) $ 34,218   $ 89,299   $ 38,762   $ 41,381   $ 20,356     $ 203,660   $ 113,075  
    Gain on sales of MSR   (252 )   —     —     (3,472 )   (547 )     (3,724 )   (547 )
    Gain on extinguishment of debt   —     —     —     (56 )   (620 )     (56 )   (620 )
    Gain on sale of insurance agency   —     (53,349 )   —     —     —       53,349     —  
    Losses on sales of securities (including impairments)   —     —     —     —     19,352       —     41,790  
    Total adjusted noninterest income (non-GAAP) $ 33,966   $ 35,950   $ 38,762   $ 37,853   $ 38,541     $ 146,531   $ 153,698  
                     
    Noninterest expense (GAAP) $ 114,747   $ 121,983   $ 111,976   $ 112,912   $ 111,880     $ 461,618   $ 439,622  
    Amortization of intangibles   (1,133 )   (1,160 )   (1,186 )   (1,212 )   (1,274 )     (4,691 )   (5,380 )
    Merger and conversion expense   (2,076 )   (11,273 )   —     —     —       (13,349 )   —  
    Total adjusted noninterest expense (non-GAAP) $ 111,538   $ 109,550   $ 110,790   $ 111,700   $ 110,606     $ 443,578   $ 434,242  
                     
    Efficiency ratio (GAAP)   67.61 %   54.73 %   67.31 %   67.52 %   75.11 %     63.57 %   68.33 %
    Adjusted efficiency ratio (non-GAAP)   65.82 %   64.62 %   66.60 %   68.23 %   66.18 %     66.30 %   63.48 %
                     
    Adjusted Net Interest Income and Adjusted Net Interest Margin            
    Net interest income (FTE) (GAAP) $ 135,502   $ 133,576   $ 127,598   $ 125,850   $ 128,595     $ 522,526   $ 530,340  
    Net interest income collected on problem loans   (151 )   (642 )   146     (123 )   (283 )     (770 )   (219 )
    Accretion recognized on purchased loans   (616 )   (1,089 )   (897 )   (800 )   (1,117 )     (3,402 )   (4,166 )
    Adjustments to net interest income $ (767 ) $ (1,731 ) $ (751 ) $ (923 ) $ (1,400 )   $ (4,172 ) $ (4,385 )
    Adjusted net interest income (FTE) (non-GAAP) $ 134,735   $ 131,845   $ 126,847   $ 124,927   $ 127,195     $ 518,354   $ 525,955  
                     
    Net interest margin (GAAP)   3.36 %   3.36 %   3.31 %   3.30 %   3.33 %     3.34 %   3.45 %
    Adjusted net interest margin (non-GAAP)   3.34 %   3.32 %   3.29 %   3.28 %   3.29 %     3.31 %   3.42 %
                     
    Adjusted Loan Yield                
    Loan interest income (FTE) (GAAP) $ 201,562   $ 204,935   $ 200,670   $ 194,640   $ 190,857     $ 801,807   $ 713,897  
    Net interest income collected on problem loans   (151 )   (642 )   146     (123 )   (283 )     (770 )   (219 )
    Accretion recognized on purchased loans   (616 )   (1,089 )   (897 )   (800 )   (1,117 )     (3,402 )   (4,166 )
    Adjusted loan interest income (FTE) (non-GAAP) $ 200,795   $ 203,204   $ 199,919   $ 193,717   $ 189,457     $ 797,635   $ 709,512  
                     
    Loan yield (GAAP)   6.29 %   6.47 %   6.41 %   6.30 %   6.18 %     6.37 %   5.97 %
    Adjusted loan yield (non-GAAP)   6.27 %   6.41 %   6.38 %   6.27 %   6.14 %     6.34 %   5.93 %

    (1) Tax effect is calculated based on the respective legal entity’s appropriate federal and state tax rates (as applicable) for the period, and includes the estimated impact of both current and deferred tax expense. The tax effect of the discrete gain on sale of insurance agency was calculated based on an estimated tax rate of 27.0%.

    Contacts: For Media:   For Financials:
      John S. Oxford   James C. Mabry IV
      Senior Vice President   Executive Vice President
      Chief Marketing Officer   Chief Financial Officer
      (662) 680-1219   (662) 680-1281

    The MIL Network –

  • MIL-OSI Security: Nigerian Man Extradited to the U.S. After Being Indicted for Sextortion Scheme That Caused Death of South Carolina Teen

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

    COLUMBIA, S.C. — Hassanbunhussein Abolore Lawal (luh-wall), 24, of Osun State, Nigeria, has been extradited to the United States from Nigeria to face prosecution in a partially unsealed indictment for the sextortion of a South Carolina minor, which led to the victim’s death.

    This investigation was launched after Gavin Guffey, a 17-year-old from Rock Hill, died by suicide in July 2022 after being victimized by Lawal’s scheme. Lawal allegedly posed as a young woman on social media and coerced the teen into sending compromising photos. He then extorted and sent harassing messages to the teen threatening to leak the photos and ruin his reputation unless the teen sent him money. Lawal later did the same to members of his family.

    The five-count federal indictment charges Lawal with child exploitation resulting in death, the production and distribution of child sexual abuse material, coercion and enticement of a minor, cyberstalking resulting in death, interstate threats with intent to extort, and aiding/abetting. In addition to victimizing the teen in every count, the indictment alleges Lawal targeted the minor victim’s family in the stalking and extortion charges.

    Lawal faces up to life in prison, and mandatory minimum prison sentences on multiple counts. The child exploitation resulting in death count carries a mandatory 30-year sentence. He also faces mandatory restitution, where the court may order Lawal to pay for losses incurred by the family as a result of his scheme.

    The indictment was returned by a federal Grand Jury in South Carolina in October 2023. On Jan. 24, following extradition proceedings in Nigeria, agents with the FBI Columbia Field Office took custody of Lawal in Lagos, Nigeria and executed the removal with assistance from Nigerian law enforcement.

    “We will not allow predators who target our children to hide behind a keyboard or across the ocean. Today we honor Gavin’s life and continue our fight against sextortion by holding this defendant accountable,” said U.S. Attorney Adair Ford Boroughs for the District of South Carolina. “This investigation and extradition are the result of tremendous law enforcement coordination both in the United States and Nigeria. We’re grateful to the many agencies who helped make this day possible.”

    “This indictment represents the culmination of countless hours of dedicated work done by our investigators both here and abroad,” said Steve Jensen, Special Agent in Charge of the FBI Columbia Field Office. “The defendant’s alleged actions are reprehensible resulting in the tragic loss of a young man’s life. We remain steadfast in our commitment to holding criminals accountable, especially those who target our children and endanger their lives, no matter where they are.”

    U.S. Attorney Boroughs and SAC Jensen thanked the U.S. Department of Justice’s Office of International Affairs (OIA), and U.S. State Department for their help in facilitating the arrest and extradition of Lawal.

    Nigerian law enforcement provided critical assistance in the identification, investigation, arrest, and extradition of Lawal. U.S. Attorney Boroughs and SAC Jensen extend their appreciation and thanks to the Economic and Financial Crimes Commission (EFCC), the Nigerian Attorney General’s Office – Ministry of Justice, and all other involved Nigerian authorities for their important partnership in this case.

    This case is part of Project Safe Childhood, a nationwide initiative designed to protect children from online exploitation and abuse. The U.S. Attorney’s Office, county prosecutor’s offices, the Internet Crimes Against Children task force (ICAC), federal, state, tribal, and local law enforcement are working closely together to locate, apprehend, and prosecute individuals who exploit children. The partners in Project Safe Childhood work to educate local communities about the dangers of online child exploitation, and to teach children how to protect themselves. For more information about Project Safe Childhood, please visit the following website: www.projectsafechildhood.gov. Individuals with information or concerns about possible child exploitation should contact local law enforcement officials.

    If someone you know is being victimized by sextortion, please report to local law enforcement and to the FBI. Learn more about sextortion and find resources for parents, caregivers, and teachers.

    The case was investigated by the FBI Columbia Field Office, the FBI’s Violent Crimes Against Children Section and International Operations Division, the South Carolina Law Enforcement Division, and the York County Sheriff’s Office. 

    Assistant U.S. Attorneys Elliott B. Daniels, Lothrop Morris, and Michael Shedd are prosecuting the case. 

    All charges in the indictment are merely accusations and that defendants are presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.

    ###

    MIL Security OSI –

  • MIL-OSI: Heartland BancCorp Earns $5.7 Million, or $2.63 Per Diluted Share, in the Fourth Quarter of 2024, and a Record $20.3 Million, or $9.75 Per Diluted Share, for the Year

    Source: GlobeNewswire (MIL-OSI)

    WHITEHALL, Ohio, Jan. 28, 2025 (GLOBE NEWSWIRE) — Heartland BancCorp (“Heartland” and “the Company”) (OTCQX: HLAN), parent company of Heartland Bank (“Bank”), today reported net income increased 7.2% to $5.7 million, or $2.63 per diluted share, in the fourth quarter of 2024, compared to $5.3 million, or $2.61 per diluted share, in the fourth quarter of 2023, and increased 28.0% compared to $4.4 million, or $2.12 per diluted share, in the preceding quarter. For the year 2024, net income increased 3.8% to a record $20.3 million, or $9.75 per diluted share, compared to $19.5 million, or $9.62 per diluted share, in 2023.

    On July 29, 2024, Heartland announced that it had entered into a definitive merger agreement with German American Bancorp (“German American”). Upon completion of the transaction, Heartland’s subsidiary bank, Heartland Bank, will be merged into German American’s subsidiary bank, German American Bank, and operate under a co-branded name within the Ohio markets.

    With the shareholders of Heartland and German American having each approved the Merger at special meetings held on November 19, 2024, Heartland and German American anticipate that the Merger will become effective as of February 1, 2025, subject to satisfaction of certain customary closing conditions contained in the Merger Agreement.

    “Heartland produced strong net income for the fourth quarter, and record net income for the year, as we continue to deliver value to our clients and expand our market outreach,” stated G. Scott McComb, Chairman, President and Chief Executive Officer. “Our record earnings in 2024 were fueled by moderate loan growth and strong deposit growth generated in our Columbus and Greater Cincinnati market footprint, and our future growth opportunities will only be enhanced by our pending merger with German American. This strategic partnership allows us to partner with another like-minded, larger community bank that enables us to continue our strong brand and growth trajectory within the markets we serve. Strategically and culturally, Heartland and German American are exceptionally well-aligned with a strong commitment to the community banking business model. That model is centered on delivering an exceptional customer experience and the willingness to invest in local communities that Ohio has come to know and love from Heartland. I would like to thank our dedicated team of associates for all they do to support our loyal clients and communities as we look forward to continued success in 2025.”

    Fourth Quarter 2024 Financial Highlights (at or for the three months ended December 31, 2024)

    • Net income was $5.7 million, or $2.63 per diluted share, compared to $5.3 million, or $2.61 per diluted share, in the fourth quarter of 2023.
    • Heartland recorded no provision for credit losses during the fourth quarter of 2024, compared to $550,000 for the fourth quarter a year ago.
    • Net interest margin was 3.19%, compared to 3.27% in the preceding quarter and 3.49% in the fourth quarter a year ago.
    • Fourth quarter revenues (net interest income plus noninterest income) were $18.5 million, compared to $18.6 million in the fourth quarter a year ago.
    • Annualized return on average assets was 1.14%, compared to 1.13% in the fourth quarter of 2023.
    • Annualized return on average tangible common equity was 13.90%, compared to 15.05% in the fourth quarter a year ago.
    • Net loans increased $5.6 million during the quarter to $1.54 billion at December 31, 2024, compared to three months earlier.
    • Demand deposits increased 2.8% during the quarter to $443.8 million, compared to $431.6 million three months earlier.
    • Credit quality remains strong with nonperforming loans to gross loans of 0.54% and nonperforming assets to total assets of 0.43% at December 31, 2024.
    • Tangible book value was $80.02 per share at December 31, 2024, compared to $74.23 per share a year ago.
    • Paid a quarterly cash dividend of $0.759 per share on December 30, 2024.

    2024 Full Year Financial Highlights (at or for the twelve months ended December 31, 2024)

    • Net income for 2024 increased 3.8% to a record $20.3 million, compared to $19.5 million in 2023.
    • Net interest margin was 3.28% for the year, compared to 3.62% for 2023.
    • Annualized return on average assets was 1.06% for 2024, compared to 1.09% for 2023.
    • Annualized return on average tangible equity was 13.02% for 2024, compared to 14.15% for 2023.
    • Net loans increased $10.2 million year-over-year to $1.54 billion, compared to $1.53 billion a year ago.
    • Total deposits increased $108.1 million, or 6.6%, to $1.75 billion, compared to $1.64 billion a year ago.

    Balance Sheet Review
    Assets
    Total assets increased 4.7% to $1.97 billion at December 31, 2024, compared to $1.88 billion a year earlier, and increased 1.6% compared to three months earlier. Heartland’s loan-to-deposit ratio was 88.0% at December 31, 2024, compared to 90.0% at September 30, 2024, and 93.2% at December 31, 2023.

    Securities increased 5.3% to $222.4 million at December 31, 2024, compared to $211.1 million a year earlier, and decreased 3.3% compared to $229.9 million three months earlier. Securities comprise 11.3% of total assets at December 31, 2024, compared to 11.8% three months earlier and 11.2% a year ago.

    Average earning assets increased to $1.87 billion in the fourth quarter of 2024, compared to $1.82 billion in the third quarter of 2024, and $1.75 billion in the fourth quarter of 2023. The average yield on interest-earning assets was 5.82% in the fourth quarter of 2024, down 13 basis points from 5.95% in the preceding quarter, and up 11 basis points from 5.71% in the fourth quarter a year ago.

    Loan Portfolio
    “Loan growth was muted during the fourth quarter, as we remain disciplined with new loan pricing amid stiff competition in our markets,” said Ben Babcanec, EVP and Chief Operating Officer.

    Net loans totaled $1.54 billion at December 31, 2024, and increased modestly compared to $1.53 billion at September 30, 2024, and $1.52 billion at December 31, 2023. Commercial loans increased 7.8% from year ago levels to $186.2 million and comprise 11.9% of the total loan portfolio at December 31, 2024. Owner occupied commercial real estate loans (CRE) decreased 7.5% to $273.8 million at December 31, 2024, compared to a year ago, and comprise 17.6% of the total loan portfolio. Nonowner occupied CRE loans increased modestly to $503.2 million, compared to a year ago, and comprise 32.3% of the total loan portfolio at December 31, 2024. 1-4 family residential real estate loans increased 1.0% from year-ago levels to $513.2 million and represent 32.9% of total loans. Home equity loans increased 25.9% from year-ago levels to $65.1 million and represent 4.2% of total loans, while consumer loans decreased 5.6% from year-ago levels to $17.9 million and represent 1.1% of the total loan portfolio at December 31, 2024.

    Deposits
    Total deposits were $1.75 billion at December 31, 2024, a $45.0 million, or 2.6% increase, compared to $1.71 billion at September 30, 2024, and a $108.1 million, or 6.6% increase, compared to $1.64 billion at December 31, 2023. “Average deposits increased $61.6 million, or 3.6%, to $1.75 billion in the fourth quarter of 2024 compared to the preceding quarter, with good growth in all deposit categories,” said Babcanec.

    At December 31, 2024, noninterest bearing demand deposit accounts decreased 9.0% compared to a year ago and represent 25.3% of total deposits; savings, NOW and money market accounts remained relatively unchanged compared to a year ago and represent 40.7% of total deposits; and CDs increased 33.8% compared to a year ago and comprise 33.9% of total deposits. The average cost of deposits was 2.73% in the fourth quarter of 2024, compared to 2.75% in the third quarter of 2024 and 2.21% in the fourth quarter of 2023.

    Shareholders’ Equity
    Shareholders’ equity was $175.4 million at December 31, 2024, compared to $175.9 million three months earlier and increased 7.9% compared to $162.5 million a year earlier. At December 31, 2024, Heartland’s tangible book value was $80.02 per share compared to $80.61 at September 30, 2024, and $74.23 at December 31, 2023.

    Heartland continues to maintain capital levels in excess of the requirements to be categorized as “well-capitalized” with tangible equity to tangible assets of 8.30% at December 31, 2024, compared to 8.46% at September 30, 2024, and 8.00% at December 31, 2023.

    Operating Results
    In the fourth quarter of 2024, Heartland generated a ROAA of 1.14% and a ROATCE of 13.90%, compared to 0.91% and 11.10%, respectively, in the third quarter of 2024 and 1.13% and 15.05%, respectively, in the fourth quarter a year ago.

    Net Interest Income/Net Interest Margin
    Net interest income, before the provision for credit losses, decreased 2.5% to $15.0 million in the fourth quarter of 2024, compared to $15.4 million in the fourth quarter a year ago, and increased modestly compared to $14.9 million in the preceding quarter. For the year ended December 31, 2024, net interest income decreased 2.4% to $59.6 million, compared to $61.0 million in 2023.

    Total revenues (net interest income, before the provision for credit losses, plus noninterest income) were $18.5 million in the fourth quarter of 2024, a 1.0% decrease compared to $18.6 million in the fourth quarter a year ago, and a 2.8% increase compared to $18.0 million in the preceding quarter. For the year 2024, total revenues were $72.4 million, compared to $73.5 million in 2023.

    Heartland’s net interest margin was 3.19% in the fourth quarter of 2024, compared to 3.27% in the preceding quarter and 3.49% in the fourth quarter of 2023.

    “The interest rate reductions during the third and fourth quarters of 2024 put temporary pressure on our net interest margin due to a lag in the maturity and downward repricing of some higher cost deposits,” said Carrie Almendinger, EVP and Chief Financial Officer.

    Provision for Credit Losses
    Due to strong credit quality, minimal net loan charge-offs, modest loan growth and economic forecast improvements within the CECL model, Heartland recorded no provision for credit losses in the fourth quarter of 2024. This compared to no provision for credit losses in the third quarter of 2024 and a $550,000 provision for credit losses in the fourth quarter of 2023.

    Noninterest Income
    Noninterest income increased 7.9% to $3.5 million in the fourth quarter of 2024, compared to $3.2 million in the fourth quarter a year ago, and increased 14.7% compared to $3.0 million in the preceding quarter. “Higher title insurance income and increases in income from life insurance contributed to gains in noninterest income during the fourth quarter,” said Almendinger.

    Gains on sale of loans and originated mortgage servicing rights decreased 16.1% to $616,000 in the fourth quarter of 2024, compared to $734,000 in the fourth quarter a year ago, and decreased 10.6% compared to $689,000 in the preceding quarter. For the year 2024, noninterest income increased 3.1% to $12.8 million, compared to $12.4 million in 2023.

    Noninterest Expense
    Noninterest expense was $11.6 million during the fourth quarter of 2024, compared to $12.4 million in the preceding quarter and $11.6 million in the fourth quarter a year ago. Salary and employee benefits expense, the largest component of noninterest expense, was $6.8 million in the fourth quarter of 2024, compared to $7.2 million in the preceding quarter and $7.4 million in the fourth quarter of 2023. For the year 2024, noninterest expense totaled $47.5 million, compared to $47.1 million in 2023.

    One-time merger related expenses totaled $278,000 in the fourth quarter of 2024 and $671,000 in the third quarter of 2024.

    The efficiency ratio for the fourth quarter of 2024 was 62.7%, compared to 69.1% for the preceding quarter and 62.5% for the fourth quarter of 2023.

    Income Tax Provision
    In the fourth quarter of 2024, Heartland recorded $1.2 million in state and federal income tax expense for an effective tax rate of 17.7%, compared to $1.1 million, or 20.2%, in the third quarter of 2024 and $1.1 million, or 17.7%, in the fourth quarter a year ago.

    Credit Quality
    “Our credit quality metrics continue to remain stable, despite an increase in nonaccrual loans during the quarter,” said McComb. “Overall, we are seeing minimal signs of stress in the loan portfolio, and we hold strong collateral positions with all our loans.”

    At December 31, 2024, the allowance for credit losses plus unfunded commitment liability (ACL + UCL) was $19.0 million, or 1.22% of total loans, compared to $19.1 million, or 1.23% of total loans, at September 30, 2024, and $19.4 million, or 1.25% of total loans, a year ago. As of December 31, 2024, the ACL represented 367% of nonaccrual loans, compared to 949% three months earlier and 1,106% one year earlier.

    Nonaccrual loans were $4.9 million at December 31, 2024, compared to $1.9 million at September 30, 2024, and $1.6 million at December 31, 2023. At December 31, 2024, nonaccrual loans totaled 12 loans with an average balance of approximately $406,000. There was $3.6 million in loans past due 90 days and still accruing at December 31, 2024, compared to $5,000 at September 30, 2024, and $468,000 at December 31, 2023. Net loan charge-offs totaled $71,000 at December 31, 2024, compared to $32,000 in net loan recoveries at September 30, 2024, and $318,000 in net loan charge-offs at December 31, 2023.

    There was no other real estate owned (“OREO”) and other nonperforming assets on the books at December 31, 2024. This compared to OREO of $30,000 at September 30, 2024, and $10,000 at December 31, 2023. Nonperforming assets (NPAs), consisting of nonperforming loans and loans past due 90 days or more, were $8.4 million, or 0.43% of total assets, at December 31, 2024, compared to $1.9 million, or 0.10%, at September 30, 2024, and $2.1 million, or 0.11% of total assets, at December 31, 2023.

    About Heartland BancCorp
    Heartland BancCorp is a registered Ohio bank holding company and the parent of Heartland Bank, which operates 20 full-service banking offices and TransCounty Title Agency, LLC. Heartland Bank, founded in 1911, provides full-service commercial, small business and consumer banking services; professional financial planning services; and other financial products and services. Heartland Bank is a member of the Federal Reserve, a member of the FDIC and an Equal Housing Lender. Heartland BancCorp is currently quoted on the OTC Markets (OTCQX) under the symbol HLAN. Learn more about Heartland Bank at Heartland.Bank.

    Safe Harbor Statement
    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) Heartland’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts; and (ii) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of Heartland’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Heartland. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of the following factors, among others: (1) the assumptions and estimates used by Heartland’s management include both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments, and thus, may not be realized; (2) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which Heartland is engaged; (3) changes in the interest rate environment may adversely affect net interest income; (4) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (5) competition from other financial services companies in Heartland’s markets could adversely affect operations; and (6) the current economic slowdown could adversely affect credit quality and loan originations.

    Heartland cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements are expressly qualified in their entirety by the cautionary statements above. Heartland does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.

    Additional Information
    Communications in this press release do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy 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. The proposed merger will be submitted to both the German American and Heartland shareholders for their consideration. In connection with the proposed merger, German American will file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”) that will include a joint proxy statement for German American and Heartland and a prospectus for German American and other relevant documents concerning the proposed merger. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a copy of the joint proxy statement/prospectus once filed, as well as other filings containing information about German American, without charge, at the SEC’s website (http://www.sec.gov) or by accessing German American’s website (http://www.germanamerican.com) under the tab “Investor Relations” and then under the heading “Financial Information”. Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Bradley C. Arnett, Investor Relations, German American Bancorp, Inc., 711 Main Street, Box 810, Jasper, Indiana 47546, telephone 812-482-1314 or to Jennifer Eckert, Investor Relations, Heartland BancCorp, 430 North Hamilton Road, Whitehall, Ohio 43213, telephone 614-337-4600.

    German American and Heartland and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of German American and Heartland in connection with the proposed merger. Information about the directors and executive officers of German American is set forth in the proxy statement for German American’s 2024 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 21, 2024, which information has been updated by German American from time to time in subsequent filings with the SEC. Information about the directors and executive officers of Heartland will be set forth in the joint proxy statement/prospectus relating to the proposed merger. Additional information about the interests of those participants and other persons who may be deemed participants in the transaction may also be obtained by reading the joint proxy statement/prospectus relating to the proposed merger when it becomes available. Free copies of this document may be obtained as described above.

     
    Heartland BancCorp
    Quarterly Financial Summary
                           
        Three Months Ended
    Earnings and dividends: Dec. 31, 2024 Sep. 30, 2024 Jun. 30, 2024 Mar. 31, 2024 Dec. 31, 2023
      Interest income $ 27,334   $ 27,233   $ 26,190   $ 25,626   $ 25,195  
      Interest expense   12,334     12,288     11,408     10,764     9,807  
      Net interest income   15,000     14,945     14,782     14,862     15,388  
      Provision for credit losses   –     –     –     –     550  
      Noninterest income   3,470     3,026     3,212     3,119     3,217  
      Noninterest expense   11,580     12,420     11,753     11,775     11,632  
      Provision for income taxes   1,222     1,123     1,154     1,124     1,135  
      Net income   5,668     4,428     5,087     5,082     5,288  
                           
    Share data:                    
      Basic earnings per share $ 2.80   $ 2.19   $ 2.52   $ 2.52   $ 2.62  
      Diluted earnings per share   2.63     2.12     2.50     2.51     2.61  
      Dividends declared per share   0.76     0.76     0.76     0.76     0.76  
      Book value per share   86.31     86.95     83.19     81.28     80.66  
      Tangible book value per share   80.02     80.61     76.81     74.88     74.23  
                           
      Common shares outstanding, 20,000,000 authorized   2,123,355     2,113,153     2,106,879     2,105,737     2,105,737  
      Treasury shares   (90,612 )   (90,612 )   (90,612 )   (90,612 )   (90,612 )
      Common shares, net   2,032,743     2,022,541     2,016,267     2,015,125     2,015,125  
      Average common shares outstanding, net   2,024,267     2,018,442     2,015,627     2,015,125     2,015,125  
                           
    Balance sheet – average balances:                    
      Loans receivable, net $ 1,541,814   $ 1,533,219   $ 1,524,818   $ 1,519,946   $ 1,520,331  
      Earning assets   1,869,509     1,820,509     1,795,555     1,776,073     1,749,160  
      Goodwill & intangible assets   12,805     12,846     12,888     12,934     12,982  
      Total assets   1,974,165     1,926,237     1,899,413     1,878,171     1,854,191  
      Demand deposits   442,599     423,555     437,524     453,581     476,992  
      Deposits   1,751,452     1,689,877     1,670,394     1,639,911     1,622,335  
      Borrowings   29,508     47,792     47,225     58,938     60,857  
      Shareholders’ equity   175,050     171,562     164,744     163,283     152,393  
                           
    Ratios:                    
      Return on average assets   1.14 %   0.91 %   1.08 %   1.09 %   1.13 %
      Return on average equity   12.88 %   10.27 %   12.42 %   12.52 %   13.77 %
      Return on average tangible common equity   13.90 %   11.10 %   13.47 %   13.59 %   15.05 %
      Yield on earning assets   5.82 %   5.95 %   5.87 %   5.80 %   5.71 %
      Cost of deposits   2.73 %   2.75 %   2.61 %   2.45 %   2.21 %
      Cost of funds   2.76 %   2.81 %   2.67 %   2.55 %   2.31 %
      Net interest margin   3.19 %   3.27 %   3.31 %   3.37 %   3.49 %
      Efficiency ratio   62.70 %   69.11 %   65.33 %   65.49 %   62.52 %
                           
    Asset quality:                    
      Net loan charge-offs to average loans   0.02 %   -0.01 %   0.08 %   0.01 %   0.08 %
      Nonperforming loans to gross loans   0.54 %   0.12 %   0.13 %   0.13 %   0.13 %
      Nonperforming assets to total assets   0.43 %   0.10 %   0.11 %   0.10 %   0.11 %
      Allowance for credit losses to gross loans   1.15 %   1.15 %   1.15 %   1.17 %   1.16 %
      ACL + UCL to gross loans   1.22 %   1.23 %   1.23 %   1.27 %   1.25 %
                           
    Heartland BancCorp
    Consolidated Balance Sheets
                 
                                   
    Assets Dec. 31, 2024   Sep. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023
      Cash and due from $ 15,783     $ 35,186     $ 14,292     $ 18,314     $ 16,750  
      Interest bearing deposits   87,077       32,585       31,419       15,717       19,932  
      Interest bearing time deposits   –       –       –       –       –  
      Available-for-sale securities   222,351       229,907       233,270       222,609       211,130  
      Held-to-maturity securities   0       0       0       0       0  
                                   
      Loans held for sale   1,462       2,854       2,855       2,210       1,145  
                                   
      Commercial   186,156       183,739       179,961       166,413       172,658  
      CRE (Owner occupied)   273,764       287,261       291,107       293,542       295,996  
      CRE (Non Owner occupied)   503,223       489,483       495,466       489,709       501,056  
      1-4 Family   513,223       510,587       504,959       507,374       508,826  
      Home Equity   65,098       63,184       59,011       54,178       51,697  
      Consumer   17,902       19,436       18,916       18,859       18,974  
      Allowance for credit losses   (17,902 )     (17,845 )     (17,813 )     (17,897 )     (17,928 )
      Net Loans   1,541,464       1,535,845       1,531,607       1,512,178       1,531,279  
                                   
      Premises and equipment   32,115       32,548       33,039       33,298       33,649  
      Nonmarketable equity securities   6,949       6,946       6,943       6,941       6,866  
      Mortgage servicing rights, net   3,638       3,545       3,473       3,384       3,373  
      Foreclosed assets held for sale   0       30       0       0       10  
      Goodwill   12,388       12,388       12,388       12,388       12,388  
      Intangible Assets   392       433       475       517       565  
      Deferred income taxes   7,375       6,007       7,213       6,662       7,087  
      Life insurance assets   20,614       20,809       20,675       20,545       20,315  
      Accrued interest receivable and other assets   20,128       21,520       22,483       22,429       18,661  
      Total assets $ 1,971,736     $ 1,940,603     $ 1,920,132     $ 1,877,192     $ 1,883,150  
                                   
    Liabilities and Shareholders’ Equity                            
    Liabilities                            
      Deposits                            
      Demand $ 443,754     $ 431,582     $ 414,829     $ 419,864     $ 487,631  
      Saving, NOW and money market   713,060       686,221       673,674       705,942       711,198  
      Time   593,876       587,927       556,690       502,848       443,772  
      Total deposits   1,750,690       1,705,730       1,645,193       1,628,654       1,642,601  
      Repurchase agreements   4,975       5,590       6,295       4,472       4,583  
      FHLB Advances   0       10,000       59,000       38,000       31,000  
      Subordinated debt   24,076       24,065       24,055       24,044       24,034  
      Interest payable and other liabilities   16,555       19,352       17,849       18,228       18,400  
      Total liabilities   1,796,296       1,764,737       1,752,392       1,713,398       1,720,618  
                                   
    Shareholders’ Equity                            
      Common stock, without par value   64,986       63,899       63,002       62,797       62,725  
      Retained earnings   134,193       130,069       127,174       123,617       120,064  
      Accumulated other comprehensive income (expense)   (18,745 )     (13,108 )     (17,442 )     (17,626 )     (15,263 )
      Treasury stock at Cost, Common   (4,994 )     (4,994 )     (4,994 )     (4,994 )     (4,994 )
      Total shareholders’ equity   175,440       175,866       167,740       163,794       162,532  
      Total liabilities and shareholders’ equity $ 1,971,736     $ 1,940,603     $ 1,920,132     $ 1,877,192     $ 1,883,150  
                                   
    Heartland BancCorp
    Consolidated Statements of Income
                                       
        Three Months Ended
    Interest Income Dec. 31, 2024   Sep. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023
      Loans $ 23,943     $ 24,194     $ 23,381     $ 23,015     $ 22,850  
      Securities                                
      Taxable   1,756       1,870       1,744       1,637       1,374  
      Tax-exempt   683       686       677       657       629  
      Other   952       483       388       317       342  
      Total interest income   27,334       27,233       26,190       25,626       25,195  
    Interest Expense                                
      Deposits   12,005       11,687       10,832       10,006       9,017  
      Borrowings   329       601       576       758       790  
      Total interest expense   12,334       12,288       11,408       10,764       9,807  
    Net Interest Income   15,000       14,945       14,782       14,862       15,388  
    Provision for Credit Losses   –       –       –       –       550  
    Net Interest Income After Provision for Credit Losses   15,000       14,945       14,782       14,862       14,838  
    Noninterest income                                
      Service charges   977       1,005       1,011       952       1,002  
      Gains on sale of loans and originated MSR   616       689       645       518       734  
      Loan servicing fees, net   370       416       396       494       354  
      Title insurance income   292       120       231       210       214  
      Increase in cash value of life insurance   637       134       130       230       175  
      Other   578       662       799       715       738  
      Total noninterest income   3,470       3,026       3,212       3,119       3,217  
    Noninterest Expense                                
      Salaries and employee benefits   6,764       7,181       7,064       7,300       7,430  
      Net occupancy and equipment expense   1,079       1,133       1,145       1,106       1,052  
      Software and data processing fees   1,187       1,230       1,158       1,156       1,163  
      Professional fees   702       1,125       496       233       242  
      Marketing expense   228       213       303       310       320  
      State financial institution tax   327       292       293       292       260  
      FDIC insurance premiums   229       214       234       284       299  
      Other   1,064       1,032       1,060       1,094       866  
      Total noninterest expense   11,580       12,420       11,753       11,775       11,632  
    Income before Income Tax   6,890       5,551       6,241       6,206       6,423  
    Provision for Income Taxes   1,222       1,123       1,154       1,124       1,135  
    Net Income $ 5,668     $ 4,428     $ 5,087     $ 5,082     $ 5,288  
    Basic Earnings Per Share $ 2.80     $ 2.19     $ 2.52     $ 2.52     $ 2.62  
    Diluted Earnings Per Share $ 2.63     $ 2.12     $ 2.50     $ 2.51     $ 2.61  
                                       
    Heartland BancCorp
    Consolidated Statements of Income
                     
        Twelve Months Ended
    Interest Income Dec. 31, 2024   Dec. 31, 2023
      Loans $ 94,533     $ 84,424  
      Securities   –          
      Taxable   7,007       4,320  
      Tax-exempt   2,703       2,442  
      Other   2,140       1,200  
      Total interest income   106,383       92,386  
    Interest Expense   –          
      Deposits   44,530       28,690  
      Borrowings   2,264       2,662  
      Total interest expense   46,794       31,352  
    Net Interest Income   59,589       61,034  
    Provision for Credit Losses   –       2,600  
    Net Interest Income After Provision for Credit Losses 59,589       58,434  
    Noninterest income              
      Service charges   3,945       4,012  
      Gains on sale of loans and originated MSR   2,468       2,372  
      Loan servicing fees, net   1,676       1,530  
      Title insurance income   853       892  
      Increase in cash value of life insurance   1,131       526  
      Other   2,754       3,108  
      Total noninterest income   12,827       12,440  
    Noninterest Expense              
      Salaries and employee benefits   28,309       29,558  
      Net occupancy and equipment expense   4,463       4,231  
      Software and data processing fees   4,731       4,462  
      Professional fees   2,556       1,021  
      Marketing expense   1,054       1,199  
      State financial institution tax   1,204       1,039  
      FDIC insurance premiums   961       1,166  
      Other   4,250       4,376  
      Total noninterest expense   47,528       47,052  
    Income before Income Tax   24,888       23,822  
    Provision for Income Taxes   4,623       4,306  
    Net Income $ 20,265     $ 19,516  
    Basic Earnings Per Share $ 10.04     $ 9.69  
    Diluted Earnings Per Share $ 9.75     $ 9.62  
                     
    Heartland BancCorp
    ADDITIONAL FINANCIAL INFORMATION
    (Dollars in thousands except per share amounts)(Unaudited)
                         
    Asset Quality Ratios and Data:    
        Dec. 31, 2024   Sep. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023
    Nonaccrual loans (excluding restructured loans)   $ 4,872     $ 1,881     $ 1,569     $ 1,817     $ 1,621  
    Nonaccrual restructured loans     –       –       –       –       –  
    Loans past due 90 days and still accruing     3,559       5       513       149       468  
    Total non-performing loans     8,431       1,886       2,082       1,966       2,089  
                         
    OREO and other non-performing assets     –       30       –       –       10  
    Total non-performing assets   $ 8,431     $ 1,916     $ 2,082     $ 1,966     $ 2,099  
                         
    Nonperforming loans to gross loans     0.54 %     0.12 %     0.13 %     0.13 %     0.13 %
    Nonperforming assets to total assets     0.43 %     0.10 %     0.11 %     0.10 %     0.11 %
    Allowance for credit losses to gross loans     1.15 %     1.15 %     1.15 %     1.17 %     1.16 %
    Unfunded commitment liability to gross loans     0.07 %     0.08 %     0.08 %     0.10 %     0.09 %
    ACL + UCL to gross loans     1.22 %     1.23 %     1.23 %     1.27 %     1.25 %
                         
    Contact: G. Scott McComb, Chairman, President & CEO
      Heartland BancCorp 614-337-4600

    The MIL Network –

  • MIL-OSI: Qorvo® Announces Fiscal 2025 Third Quarter Financial Results

    Source: GlobeNewswire (MIL-OSI)

    GREENSBORO, N.C., Jan. 28, 2025 (GLOBE NEWSWIRE) — Qorvo® (Nasdaq:QRVO), a leading global provider of connectivity and power solutions, today announced financial results for the Company’s fiscal 2025 third quarter ended December 28, 2024.

    On a GAAP basis, revenue for Qorvo’s fiscal 2025 third quarter was $916.3 million, gross margin was 42.7%, operating income was $53.0 million, and diluted earnings per share was $0.43. On a non-GAAP basis, gross margin was 46.5%, operating income was $177.9 million, and diluted earnings per share was $1.61.

    Bob Bruggeworth, president and chief executive officer of Qorvo, said, “Qorvo is executing on a broad set of strategic initiatives to expand margin, generate strong free cash flow, and increase shareholder value. During the December quarter, we continued to successfully support our largest customer, who represented approximately 50% of sales. Within our Android 5G product portfolio, we are narrowing our focus to the higher-value flagship and premium tiers, where customers value Qorvo’s differentiated products. In HPA, we had record Defense & Aerospace quarterly revenue and expect continued strength in the March quarter. As we continue to execute on our growth and diversification strategy, we expect HPA and CSG to deliver double-digit growth in fiscal 2025 and next fiscal year.”

    Financial Commentary and Outlook

    Grant Brown, chief financial officer of Qorvo, said, “Qorvo exceeded the midpoint of our December quarter non-GAAP guidance in revenue, gross margin, and EPS. During the quarter, we took proactive steps to change how we support our Android business. These actions will reduce operating expense and are expected to benefit gross margin in our fiscal 2026. Subsequent to the quarter, we divested our silicon carbide business. These actions, in aggregate, are expected to support a high-40%’s gross margin in seasonally strong quarters of fiscal 2026 and additional gross margin improvement in fiscal 2027.”

    Qorvo’s current outlook for the March 2025 quarter is:

    • Quarterly revenue of approximately $850 million, plus or minus $25 million1
    • Non-GAAP gross margin between 43% and 44%
    • Non-GAAP diluted earnings per share between $0.90 and $1.10

    1 Includes immaterial silicon carbide revenue, versus silicon carbide revenue of approximately $9 million in the December 2024 quarter

    See “Forward-looking non-GAAP financial measures” below. Qorvo’s actual quarterly results may differ from these expectations and projections, and such differences may be material.

    Selected Financial Information

    The following tables set forth selected GAAP and non-GAAP financial information for Qorvo for the periods indicated. See the more detailed financial information for Qorvo, including reconciliations of GAAP and non-GAAP financial information, attached.

    SELECTED GAAP RESULTS
    (In millions, except for percentages and EPS)
    (Unaudited)
                           
      Q3 Fiscal 2025   Q2 Fiscal 2025   Q3 Fiscal 2024   Sequential Change   Year-over-Year Change
    Revenue $ 916.3     $ 1,046.5     $ 1,073.9     $ (130.2 )   $ (157.6 )
    Gross profit $ 391.4     $ 445.3     $ 387.9     $ (53.9 )   $ 3.5  
    Gross margin   42.7 %     42.6 %     36.1 %   0.1 ppt   6.6 ppt
    Operating expenses $ 338.4     $ 435.6     $ 429.4     $ (97.2 )   $ (91.0 )
    Operating income (loss) $ 53.0     $ 9.7     $ (41.6 )   $ 43.3     $ 94.6  
    Net income (loss) $ 41.3     $ (17.4 )   $ (126.9 )   $ 58.7     $ 168.2  
    Weighted-average diluted shares   95.0       94.9       97.2       0.1       (2.2 )
    Diluted EPS (loss per share) $ 0.43     $ (0.18 )   $ (1.31 )   $ 0.61     $ 1.74  
                           
                           
    SELECTED NON-GAAP RESULTS(1)
    (In millions, except for percentages and EPS)
    (Unaudited)
                           
      Q3 Fiscal 2025   Q2 Fiscal 2025   Q3 Fiscal 2024   Sequential Change   Year-over-Year Change
    Revenue $ 916.3     $ 1,046.5     $ 1,073.9     $ (130.2 )   $ (157.6 )
    Gross profit $ 426.3     $ 492.0     $ 470.5     $ (65.7 )   $ (44.2 )
    Gross margin   46.5 %     47.0 %     43.8 %   (0.5) ppt   2.7 ppt
    Operating expenses $ 248.4     $ 279.8     $ 234.0     $ (31.4 )   $ 14.4  
    Operating income $ 177.9     $ 212.2     $ 236.5     $ (34.3 )   $ (58.6 )
    Net income $ 152.8     $ 179.8     $ 205.9     $ (27.0 )   $ (53.1 )
    Weighted-average diluted shares   95.0       95.8       97.8       (0.8 )     (2.8 )
    Diluted EPS $ 1.61     $ 1.88     $ 2.10     $ (0.27 )   $ (0.49 )

    (1) Adjusted for stock-based compensation expense, amortization of intangible assets, restructuring-related charges, acquisition and integration-related costs, goodwill and other asset impairments, net adjustments related to a terminated capacity reservation agreement, gain or loss on assets, other expense or income, gain or loss on investments, and an adjustment of income taxes.

    SELECTED GAAP RESULTS BY OPERATING SEGMENT
    (In millions, except percentages)
    (Unaudited)
      Q3 Fiscal 2025   Q2 Fiscal 2025   Q3 Fiscal 2024   Sequential Change   Year-over-Year Change
    Revenue                  
    HPA $ 171.7     $ 148.3     $ 118.9     15.8 %   44.4 %
    CSG   109.5       146.8       108.9     (25.4 )%   0.6 %
    ACG   635.1       751.4       846.1     (15.5 )%   (24.9 )%
    Total revenue $ 916.3     $ 1,046.5     $ 1,073.9     (12.4 )%   (14.7 )%
    Operating income (loss)                  
    HPA $ 32.6     $ 13.1     $ 1.6     148.9 %   1,937.5 %
    CSG   (11.7 )     (9.0 )     (25.6 )   (30.0 )%   54.3 %
    ACG   161.2       215.1       263.8     (25.1 )%   (38.9 )%
    All other(1)   (129.1 )     (209.5 )     (281.4 )   38.4 %   54.1 %
    Total operating income (loss) $ 53.0     $ 9.7     $ (41.6 )   446.4 %   227.4 %
    Operating income (loss) as a % of revenue                      
    HPA   19.0 %     8.8 %     1.3 %   10.2 ppt   17.7 ppt
    CSG   (10.7 )     (6.1 )     (23.5 )   (4.6) ppt   12.8 ppt
    ACG   25.4       28.6       31.2     (3.2) ppt   (5.8) ppt
    Total operating income (loss) as a % of revenue   5.8 %     0.9 %   (3.9 )%   4.9 ppt   9.7 ppt

    (1) Includes stock-based compensation expense, amortization of intangible assets, restructuring-related charges, acquisition and integration-related costs, goodwill and other asset impairments, net adjustments related to a terminated capacity reservation agreement, gain or loss on assets, other expense or income, costs associated with upgrading certain of the Company’s core business systems and other miscellaneous corporate overhead expenses.

    Non-GAAP Financial Measures

    In addition to disclosing financial results calculated in accordance with United States (U.S.) generally accepted accounting principles (GAAP), this earnings release contains some or all of the following non-GAAP financial measures: (i) non-GAAP gross profit and gross margin, (ii) non-GAAP operating expenses, operating income and operating margin, (iii) non-GAAP net income, (iv) non-GAAP net income per diluted share, (v) free cash flow, (vi) EBITDA, (vii) non-GAAP return on invested capital (ROIC), and (viii) net debt or positive net cash. Each of these non-GAAP financial measures is either adjusted from GAAP results to exclude certain expenses or derived from multiple GAAP measures, which are outlined in the “Reconciliation of GAAP to Non-GAAP Financial Measures” tables, attached, and the “Additional Selected Non-GAAP Financial Measures and Reconciliations” tables, attached.

    In managing Qorvo’s business on a consolidated basis, management develops an annual operating plan, which is approved by our Board of Directors, using non-GAAP financial measures. In developing and monitoring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from actions taken to reduce costs with the goal of increasing gross margin and operating margin. In addition, management relies upon these non-GAAP financial measures to assess whether research and development efforts are at an appropriate level, and when making decisions about product spending, administrative budgets, and other operating expenses. Also, we believe that non-GAAP financial measures provide useful supplemental information to investors and enable investors to analyze the results of operations in the same way as management. We have chosen to provide this supplemental information to enable investors to perform additional comparisons of our operating results, to assess our liquidity and capital position and to analyze financial performance excluding the effect of expenses unrelated to operations, and stock-based compensation expense, which may obscure trends in Qorvo’s underlying performance.

    We believe that these non-GAAP financial measures offer an additional view of Qorvo’s operations that, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of Qorvo’s results of operations and the factors and trends affecting Qorvo’s business. However, these non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

    Our rationale for using these non-GAAP financial measures, as well as their impact on the presentation of Qorvo’s operations, are outlined below:

    Non-GAAP gross profit and gross margin. Non-GAAP gross profit and gross margin exclude amortization of intangible assets, stock-based compensation expense, restructuring-related charges, acquisition and integration-related costs, and certain other expense (income). We believe that exclusion of these costs in presenting non-GAAP gross profit and gross margin facilitates a useful evaluation of our historical performance and projected costs and the potential for realizing cost efficiencies.

    We view amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts, trade names, and customer relationships, as items arising from pre-acquisition activities, determined at the time of an acquisition, rather than ongoing costs of operating Qorvo’s business. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangible assets is a static expense, which is not typically affected by operations during any particular period. Although we exclude the amortization of purchased intangible assets from these non-GAAP financial measures, management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase price accounting and contribute to revenue generation.

    We believe that presentation of non-GAAP gross profit and gross margin and other non-GAAP financial measures that exclude the impact of stock-based compensation expense assists management and investors in evaluating the period-over-period performance of Qorvo’s ongoing operations because (i) the expenses are non-cash in nature, and (ii) although the size of the grants is within our control, the amount of expense varies depending on factors such as short-term fluctuations in stock price volatility and prevailing interest rates, which can be unrelated to the operational performance of Qorvo during the period in which the expense is incurred and generally are outside the control of management. Moreover, we believe that the exclusion of stock-based compensation expense in presenting non-GAAP gross profit and gross margin and other non-GAAP financial measures is useful to investors to understand the impact of the expensing of stock-based compensation to Qorvo’s gross profit and gross margins and other financial measures in comparison to prior periods. We also believe that the adjustments to profit and margin related to restructuring-related charges, and acquisition and integration-related costs do not constitute part of Qorvo’s ongoing operations and therefore the exclusion of these items provides management and investors with better visibility into the actual costs required to generate revenues over time and facilitates a useful evaluation of our historical and projected performance. We believe disclosure of non-GAAP gross profit and gross margin has economic substance because the excluded expenses do not represent continuing cash expenditures and, as described above, we have little control over the timing and amount of the expenses in question.

    Non-GAAP gross profit and gross margin also exclude net adjustments related to a terminated capacity reservation agreement. In October 2023, a long-term capacity reservation agreement with a foundry supplier was amended. Pursuant to the amendment, Qorvo is no longer obligated to order silicon wafers from the foundry supplier and the agreement was terminated effective December 31, 2023. Included in the net adjustments to our cost of goods sold for the third quarter of fiscal 2024 is a contract termination fee which we paid during the fourth quarter of fiscal 2024. We believe these net adjustments are not reflective of the performance of our ongoing business.

    Non-GAAP operating expenses, operating income and operating margin. Non-GAAP operating expenses, operating income and operating margin exclude stock-based compensation expense, amortization of intangible assets, acquisition and integration-related costs, goodwill and other asset impairments, restructuring-related charges, net adjustments related to a terminated capacity reservation agreement, (gain) loss on assets and certain other expense (income). We believe that presentation of a measure of operating expenses, operating income and operating margin that excludes amortization of intangible assets and stock-based compensation expense is useful to both management and investors for the same reasons as described above with respect to our use of non-GAAP gross profit and gross margin. We believe that acquisition and integration-related costs, goodwill and other asset impairments, restructuring-related charges, net adjustments related to a terminated capacity reservation agreement, (gain) loss on assets and certain other expense (income) do not constitute part of Qorvo’s ongoing operations and therefore, the exclusion of these costs provides management and investors with better visibility into the actual costs required to generate revenues over time and facilitates a useful evaluation of our historical and projected performance. We believe disclosure of non-GAAP operating expenses, operating income and operating margin has economic substance because the excluded expenses are either unrelated to ongoing operations or do not represent current cash expenditures.

    Non-GAAP net income and non-GAAP net income per diluted share. Non-GAAP net income and non-GAAP net income per diluted share exclude the effects of stock-based compensation expense, amortization of intangible assets, acquisition and integration-related costs, goodwill and other asset impairments, restructuring-related charges, net adjustments related to a terminated capacity reservation agreement, (gain) loss on assets, certain other expense (income), gain or loss on investments, and also reflect an adjustment of income taxes. The income tax adjustment primarily represents the use of research and development tax credit carryforwards, deferred tax expense (benefit) items not affecting taxes payable, adjustments related to the deemed and actual repatriation of historical foreign earnings, non-cash expense (benefit) related to uncertain tax positions and other items unrelated to the current fiscal year or that are not indicative of our ongoing business operations. We believe that presentation of measures of net income and net income per diluted share that exclude these items is useful to both management and investors for the reasons described above with respect to non-GAAP gross profit and gross margin and non-GAAP operating expenses, operating income and operating margin. We believe disclosure of non-GAAP net income and non-GAAP net income per diluted share has economic substance because the excluded expenses are either unrelated to ongoing operations or do not represent current cash expenditures.

    Free cash flow. Qorvo defines free cash flow as net cash provided by operating activities during the period minus property and equipment expenditures made during the period, and free cash flow margin is calculated as free cash flow as a percentage of revenue. We use free cash flow as a supplemental financial measure in our evaluation of liquidity and financial strength. Management believes that this measure is useful as an indicator of our ability to service our debt, meet other payment obligations and make strategic investments. Free cash flow should be considered in addition to, rather than as a substitute for, net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our entire statement of cash flows.

    EBITDA. Qorvo adjusts GAAP net income for interest expense, interest income, income tax expense (benefit), depreciation and intangible amortization expense, stock-based compensation and other charges that are not representative of Qorvo’s ongoing operations (including goodwill and other asset impairments, investment activity, acquisition-related costs and restructuring-related costs and certain net adjustments related to a terminated capacity reservation agreement) when presenting EBITDA. Management believes that this measure is useful to evaluate our ongoing operations and as a general indicator of our operating cash flow (in conjunction with a cash flow statement which also includes among other items, changes in working capital and the effect of non-cash charges).

    Non-GAAP ROIC. Return on invested capital (ROIC) is a non-GAAP financial measure that management believes provides useful supplemental information for management and the investor by measuring the effectiveness of our operations’ use of invested capital to generate profits. We use ROIC to track how much value we are creating for our shareholders. Non-GAAP ROIC is calculated by dividing annualized non-GAAP operating income, net of an adjustment for income taxes (as described above), by average invested capital. Average invested capital is calculated by subtracting the average of the beginning balance and the ending balance of equity plus net debt, less certain goodwill.

    Net debt or positive net cash. Net debt or positive net cash is defined as unrestricted cash, cash equivalents and short-term investments minus any borrowings under our credit facility and the principal balance of our senior unsecured notes. Management believes that net debt or positive net cash provides useful information regarding the level of Qorvo’s indebtedness by reflecting cash and investments that could be used to repay debt.

    Inventory days on hand. Inventory days on hand is defined as (a) average net inventory for the period, divided by (b) the result of non-GAAP cost of goods sold for the period divided by the number of days in the period.

    Forward-looking non-GAAP financial measures. Our earnings release contains forward-looking free cash flow, gross margin, income tax rate and diluted earnings per share. We provide these non-GAAP measures to investors on a prospective basis for the same reasons (set forth above) that we provide them to investors on a historical basis. We are unable to provide a reconciliation of the forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures without unreasonable effort due to variability and difficulty in making accurate projections for items that would be required to be included in the GAAP measures, such as stock-based compensation, acquisition and integration-related costs, restructuring-related charges, gain or loss on assets, goodwill and other asset impairments, gain or loss on investments and the provision for income taxes, which could have a potentially significant impact on our future GAAP results.

    Limitations of non-GAAP financial measures. The primary material limitations associated with the use of non-GAAP financial measures as an analytical tool compared to the most directly comparable GAAP financial measures are these non-GAAP financial measures (i) may not be comparable to similarly titled measures used by other companies in our industry, and (ii) exclude financial information that some may consider important in evaluating our performance, thus limiting their usefulness as a comparative tool. We compensate for these limitations by providing full disclosure of the differences between these non-GAAP financial measures and the corresponding GAAP financial measures, including a reconciliation of the non-GAAP financial measures to the corresponding GAAP financial measures, to enable investors to perform their own analysis of our gross profit and gross margin, operating expenses, operating income, net income, net income per diluted share and net cash provided by operating activities. We further compensate for the limitations of our use of non-GAAP financial measures by presenting the corresponding GAAP measures more prominently.

    Qorvo will conduct a conference call at 4:30 p.m. ET today to discuss today’s press release. The conference call will be broadcast live over the Internet and can be accessed by any interested party at the following URL: https://ir.qorvo.com (under “Events & Presentations”). A telephone playback of the conference call will be available approximately two hours after the call’s completion and can be accessed by dialing 1-412-317-0088 and using the passcode 8143934. The playback will be available through the close of business February 4, 2025.

    About Qorvo

    Qorvo (Nasdaq:QRVO) supplies innovative semiconductor solutions that make a better world possible. We combine product and technology leadership, systems-level expertise and global manufacturing scale to quickly solve our customers’ most complex technical challenges. Qorvo serves diverse high-growth segments of large global markets, including automotive, consumer, defense & aerospace, industrial & enterprise, infrastructure and mobile. Visit www.qorvo.com to learn how our diverse and innovative team is helping connect, protect and power our planet.

    Qorvo is a registered trademark of Qorvo, Inc. in the U.S. and in other countries. All other trademarks are the property of their respective owners.

    This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, and are not historical facts and typically are identified by terms such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “forecast,” “predict,” “potential,” “continue” and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management’s current judgment and expectations as of the date the statement is first made, but our actual results, events and performance could differ materially from those expressed or implied by forward-looking statements. We caution you not to place undue reliance upon any such forward-looking statements. We do not intend to update any of these forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required under U.S. federal securities laws. Our business is subject to numerous risks and uncertainties, including those relating to fluctuations in our operating results on a quarterly and annual basis; our substantial dependence on developing new products and achieving design wins; our dependence on several large customers for a substantial portion of our revenue; a loss of revenue if defense and aerospace contracts are canceled or delayed; our dependence on third parties; risks related to sales through distributors; risks associated with the operation of our manufacturing facilities; business disruptions; poor manufacturing yields; increased inventory risks and costs, due to timing of customers’ forecasts; our inability to effectively manage or maintain relationships with chipset suppliers; our ability to continue to innovate in a very competitive industry; underutilization of manufacturing facilities; unfavorable changes in interest rates, pricing of certain precious metals, utility rates and foreign currency exchange rates; our acquisitions, divestitures and other strategic investments failing to achieve financial or strategic objectives; our ability to attract, retain and motivate key employees; warranty claims, product recalls and product liability; changes in our effective tax rate; enactment of international or domestic tax legislation, or changes in regulatory guidance; changes in the favorable tax status of certain of our subsidiaries; risks associated with social, environmental, health and safety regulations, and climate change; risks from international sales and operations; economic regulation in China; changes in government trade policies, including imposition of tariffs and export restrictions; we may not be able to generate sufficient cash to service all of our debt; restrictions imposed by the agreements governing our debt; our reliance on our intellectual property portfolio; claims of infringement of third-party intellectual property rights; security breaches, failed system upgrades or regular maintenance and other similar disruptions to our IT systems; theft, loss or misuse of personal data by or about our employees, customers or third parties; provisions in our governing documents and Delaware law may discourage takeovers and business combinations that our stockholders might consider to be in their best interests; and volatility in the price of our common stock. These and other risks and uncertainties, which are described in more detail under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 30, 2024, and Qorvo’s subsequent reports and statements that we file with the SEC, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements.

    # # #

    Financial Tables to Follow

    QORVO, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share data)
    (Unaudited)
     
      Three Months Ended   Nine Months Ended
      December 28, 2024   December 30, 2023   December 28, 2024   December 30, 2023
    Revenue $ 916,317     $ 1,073,861     $ 2,849,497     $ 2,828,518  
                   
    Costs and expenses:              
    Cost of goods sold   524,901       685,983       1,680,471       1,721,880  
    Research and development   179,126       164,329       567,778       502,366  
    Selling, general and administrative   90,360       86,914       313,043       296,033  
    Other operating expense   68,905       178,204       220,899       246,516  
    Total costs and expenses   863,292       1,115,430       2,782,191       2,766,795  
                   
    Operating income (loss)   53,025       (41,569 )     67,306       61,723  
    Interest expense   (18,655 )     (17,581 )     (58,343 )     (51,963 )
    Other income, net   14,526       15,359       41,713       34,286  
                   
    Income (loss) before income taxes   48,896       (43,791 )     50,676       44,046  
    Income tax expense   (7,625 )     (83,147 )     (26,426 )     (117,103 )
    Net income (loss) $ 41,271     $ (126,938 )   $ 24,250     $ (73,057 )
                   
    Net income (loss) per share:              
    Basic $ 0.44     $ (1.31 )   $ 0.26     $ (0.75 )
    Diluted $ 0.43     $ (1.31 )   $ 0.25     $ (0.75 )
                   
    Weighted-average shares of common stock outstanding:              
    Basic   94,341       97,152       94,942       97,905  
    Diluted   95,031       97,152       95,808       97,905  
     
    QORVO, INC. AND SUBSIDIARIES
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (In thousands, except per share data)
    (Unaudited)
     
      Three Months Ended
      December 28, 2024   September 28, 2024   December 30, 2023
               
    GAAP operating income (loss) $ 53,025     $ 9,675     $ (41,569 )
    Stock-based compensation expense   28,384       38,181       21,755  
    Amortization of intangible assets   26,085       29,482       29,787  
    Restructuring-related charges   68,072       34,396       6,075  
    Acquisition and integration-related costs   1,382       1,211       2,529  
    Goodwill impairment   —       96,458       173,414  
    Net adjustments related to a terminated capacity reservation agreement   (1,253 )     885       51,864  
    Other expense (income)   2,216       1,926       (7,333 )
    Non-GAAP operating income $ 177,911     $ 212,214     $ 236,522  
               
    GAAP net income (loss) $ 41,271     $ (17,435 )   $ (126,938 )
    Stock-based compensation expense   28,384       38,181       21,755  
    Amortization of intangible assets   26,085       29,482       29,787  
    Restructuring-related charges   68,072       34,396       6,075  
    Acquisition and integration-related costs   1,382       1,211       2,529  
    Goodwill impairment   —       96,458       173,414  
    Net adjustments related to a terminated capacity reservation agreement   (1,253 )     885       51,864  
    Other expense (income)   600       (506 )     (12,252 )
    (Gain) loss on investments   (1,721 )     780       464  
    Adjustment of income taxes   (10,067 )     (3,611 )     59,161  
    Non-GAAP net income $ 152,753     $ 179,841     $ 205,859  
               
    GAAP weighted-average outstanding diluted shares   95,031       94,886       97,152  
    Dilutive stock-based awards   —       867       666  
    Non-GAAP weighted-average outstanding diluted shares   95,031       95,753       97,818  
               
    Non-GAAP net income per share, diluted $ 1.61     $ 1.88     $ 2.10  
     
    QORVO, INC. AND SUBSIDIARIES
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (Unaudited)
     
      Three Months Ended
    (in thousands, except percentages) December 28, 2024   September 28, 2024   December 30, 2023
    GAAP gross profit/margin $ 391,416   42.7 %   $ 445,306   42.6 %   $ 387,878   36.1 %
    Stock-based compensation expense   5,742   0.6       6,047   0.6       5,575   0.5  
    Amortization of intangible assets   23,462   2.6       25,523   2.4       25,457   2.4  
    Restructuring-related charges   6,931   0.7       15,414   1.4       (250 ) —  
    Acquisition and integration-related costs   1   —       636   0.1       1   —  
    Net adjustments related to a terminated capacity reservation agreement   (1,253 ) (0.1 )     (885 ) (0.1 )     51,864   4.8  
    Non-GAAP gross profit/margin $ 426,299   46.5 %   $ 492,041   47.0 %   $ 470,525   43.8 %
     
      Three Months Ended
    Non-GAAP Operating Income December 28, 2024
    (as a percentage of revenue)  
       
    GAAP operating income 5.8 %
    Stock-based compensation expense 3.1  
    Amortization of intangible assets 2.8  
    Restructuring-related charges 7.4  
    Acquisition and integration-related costs 0.2  
    Net adjustments related to a terminated capacity reservation agreement (0.1 )
    Other expense 0.2  
    Non-GAAP operating income 19.4 %
      Three Months Ended
    Free Cash Flow(1) December 28, 2024
    (in millions)  
       
    Net cash provided by operating activities $ 214.1  
    Purchases of property and equipment   (37.8 )
    Free cash flow $ 176.3  

    (1) Free Cash Flow is calculated as net cash provided by operating activities minus property and equipment expenditures.

    QORVO, INC. AND SUBSIDIARIES
    ADDITIONAL SELECTED NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
    (In thousands)
    (Unaudited)
     
      Three Months Ended
      December 28, 2024   September 28, 2024   December 30, 2023
    GAAP research and development expense $ 179,126   $ 201,050   $ 164,329  
    Less:          
    Stock-based compensation expense   13,650     13,468     11,830  
    Acquisition and integration-related costs   1     2     2  
    Non-GAAP research and development expense $ 165,475   $ 187,580   $ 152,497  
               
      Three Months Ended
      December 28, 2024   September 28, 2024   December 30, 2023
    GAAP selling, general and administrative expense $ 90,360   $ 107,760   $ 86,914  
    Less:          
    Stock-based compensation expense   8,985     18,488     4,336  
    Amortization of intangible assets   2,623     3,959     4,330  
    Acquisition and integration-related costs   —     1     —  
    Non-GAAP selling, general and administrative expense $ 78,752   $ 85,312   $ 78,248  
               
      Three Months Ended
      December 28, 2024   September 28, 2024   December 30, 2023
    GAAP other operating expense $ 68,905   $ 126,821   $ 178,204  
    Less:          
    Stock-based compensation expense   7     178     14  
    Restructuring-related charges   61,141     18,982     6,325  
    Acquisition and integration-related costs   1,380     572     2,526  
    Goodwill impairment   —     96,458     173,414  
    Other expense (income)   2,216     3,696     (7,333 )
    Non-GAAP other operating expense $ 4,161   $ 6,935   $ 3,258  
               
      Three Months Ended
      December 28, 2024   September 28, 2024   December 30, 2023
    GAAP total operating expense $ 338,391   $ 435,631   $ 429,447  
    Less:          
    Stock-based compensation expense   22,642     32,134     16,180  
    Amortization of intangible assets   2,623     3,959     4,330  
    Restructuring-related charges   61,141     18,982     6,325  
    Acquisition and integration-related costs   1,381     575     2,528  
    Goodwill impairment   —     96,458     173,414  
    Other expense (income)   2,216     3,696     (7,333 )
    Non-GAAP total operating expense $ 248,388   $ 279,827   $ 234,003  
     
    QORVO, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands)
    (Unaudited)
     
      December 28, 2024   March 30, 2024
    ASSETS      
    Current assets:      
    Cash and cash equivalents $ 769,432   $ 1,029,258
    Accounts receivable, net   427,863     412,960
    Inventories   656,216     710,555
    Other current assets   126,917     133,983
    Assets of disposal group held for sale   116,435     159,278
    Total current assets   2,096,863     2,446,034
           
    Property and equipment, net   820,874     870,982
    Goodwill   2,437,234     2,534,601
    Intangible assets, net   332,338     509,383
    Long-term investments   25,692     23,252
    Other non-current assets   250,095     170,383
    Total assets $ 5,963,096   $ 6,554,635
           
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current liabilities:      
    Accounts payable and accrued liabilities $ 551,676   $ 589,760
    Current portion of long-term debt   —     438,740
    Other current liabilities   227,110     113,215
    Liabilities of disposal group held for sale   29,075     88,372
    Total current liabilities   807,861     1,230,087
           
    Long-term debt   1,549,230     1,549,272
    Other long-term liabilities   225,572     218,904
    Total liabilities   2,582,663     2,998,263
           
    Stockholders’ equity   3,380,433     3,556,372
    Total liabilities and stockholders’ equity $ 5,963,096   $ 6,554,635
     

    At Qorvo®
    Doug DeLieto
    VP, Investor Relations
    1.336.678.7968

    The MIL Network –

  • MIL-OSI: Waterstone Financial, Inc. Announces Results of Operations for the Quarter and Year Ended December 31, 2024

    Source: GlobeNewswire (MIL-OSI)

    WAUWATOSA, Wis., Jan. 28, 2025 (GLOBE NEWSWIRE) — Waterstone Financial, Inc. (NASDAQ: WSBF), holding company for WaterStone Bank, reported net income of $5.2 million, or $0.28 per diluted share, for the quarter ended December 31, 2024, compared to net loss of $40,000, or less than $0.01 per diluted share, for the quarter ended December 31, 2023. Net income per diluted share was $1.01 for the year ended December 31, 2024, compared to net income per diluted share of $0.46 for the year ended December 31, 2023.

    “We are pleased with the company’s performance compared to the prior year and looking to build off of the positives from 2024,” said William Bruss, Chief Executive Officer of Waterstone Financial, Inc. “We achieved loan growth, achieved core deposit growth (excluding brokered certificates of deposit), and continued to maintain strong asset quality metrics. The interest rate environment created challenges for both the Community Banking and Mortgage Banking segments even with the 100 bps cut in the Federal Funds rate during the second half of the year. The Mortgage Banking segment remained profitable due in large part to our continued focus on cost control as funding volumes are still facing headwinds from the higher fixed-rate mortgage rates. Waterstone Financial, Inc. remained active in share repurchases and continued to pay out dividends, as we are committed to shareholder returns.” 

    Highlights of the Quarter Ended December 31, 2024

    Waterstone Financial, Inc. (Consolidated)

    • Consolidated net income of Waterstone Financial, Inc. totaled $5.2 million for the quarter ended December 31, 2024, compared to a net loss of $40,000 for the quarter ended December 31, 2023.
    • Consolidated return on average assets was 0.94% for the quarter ended December 31, 2024, compared to (0.01)% for the quarter ended December 31, 2023.
    • Consolidated return on average equity was 6.05% for the quarter ended December 31, 2024, and (0.05)% for the quarter ended December 31, 2023.
    • Dividends declared during the quarter ended December 31, 2024, totaled $0.15 per common share.
    • During the quarter ended December 31, 2024, we repurchased approximately 194,000 shares at a cost (including the federal excise tax) of $2.8 million, or $14.43 per share.
    • Nonperforming assets as a percentage of total assets was 0.28% at December 31, 2024, 0.25% at September 30, 2024, and 0.23% at December 31, 2023.
    • Past due loans as a percentage of total loans was 0.95% at December 31, 2024, 0.63% at September 30, 2024, and 0.68% at December 31, 2023. 
    • Book value per share was $17.53 at December 31, 2024, and $16.94 at December 31, 2023. 

    Community Banking Segment

    • Pre-tax income totaled $6.7 million for the quarter ended December 31, 2024, which represents a $1.4 million, or 26.0%, increase compared to $5.3 million for the quarter ended December 31, 2023.
    • Net interest income totaled $12.9 million for the quarter ended December 31, 2024, which represents a $830,000, or 6.9%, increase compared to $12.1 million for the quarter ended December 31, 2023.
    • Average loans held for investment totaled $1.68 billion during the quarter ended December 31, 2024, which represents an increase of $21.5 million, or 1.3%, compared to $1.66 billion for the quarter ended December 31, 2023. The increase was primarily due to increases in the construction, commercial real estate, and multi-family mortgages. Average loans held for investment decreased $6.3 million compared to $1.69 billion for the quarter ended September 30, 2024. The decrease was primarily due to decreases in construction and one- to four-family mortgages.
    • Net interest margin increased 17 basis points to 2.42% for the quarter ended December 31, 2024 compared to 2.25% for the quarter ended December 31, 2023, which was primarily driven by an increase in weighted average yield on loans receivable and held for sale offset by a result of an increase in weighted average cost of deposits and borrowings as the federal funds rate increases resulted in increased funding rates. Net interest margin increased 29 basis points compared to 2.13% for the quarter ended September 30, 2024, primarily driven by an increase in weighted average yield on loans receivable and held for sale and a decrease in weighted average cost of borrowings. 
    • Past due loans at the community banking segment totaled $12.8 million at December 31, 2024, $8.0 million at September 30, 2024, and $7.9 million at December 31, 2023.
    • The segment had a provision for credit losses related to funded loans of $61,000 for the quarter ended December 31, 2024, compared to a negative provision for credit losses related to funded loans of $17,000 for the quarter ended December 31, 2023. The current quarter increase was primarily due to an increase in the qualitative factors primarily related to increases in economic risks related to commercial real estate loans during the quarter offset by a decrease in historical loss rates. The provision for credit losses related to unfunded loan commitments was $270,000 for the quarter ended December 31, 2024, compared to a negative provision for credit losses related to unfunded loan commitments of $533,000 for the quarter ended December 31, 2023. The provision for credit losses related to unfunded loan commitments for the quarter ended December 31, 2024, was due primarily to an increase of construction loans that are currently waiting to be funded compared to the prior quarter end.
    • The efficiency ratio, a non-GAAP ratio, was 51.54% for the quarter ended December 31, 2024, compared to 63.26% for the quarter ended December 31, 2023.
    • Average core deposits (excluding brokered and escrow accounts) totaled $1.27 billion during the quarter ended December 31, 2024, an increase of $65.8 million, or 5.4%, compared to $1.21 billion during the quarter ended December 31, 2023. Average deposits increased $28.8 million, or 9.2% annualized, compared to $1.25 billion for the quarter ended September 30, 2024. The increases were primarily due to an increase in certificates of deposit balances. The segment had $94.3 million in brokered certificate of deposits at December 31, 2024.

    Mortgage Banking Segment

    • Pre-tax loss totaled $625,000 for the quarter ended December 31, 2024, compared to a $6.0 million of pre-tax loss for the quarter ended December 31, 2023.
    • Loan originations increased $12.3 million, or 2.7%, to $470.7 million during the quarter ended December 31, 2024, compared to $458.4 million during the quarter ended December 31, 2023. Origination volume relative to purchase activity accounted for 82.1% of originations for the quarter ended December 31, 2024, compared to 95.7% of total originations for the quarter ended December 31, 2023.
    • Mortgage banking non-interest income increased $1.4 million, or 8.9%, to $17.5 million for the quarter ended December 31, 2024, compared to $16.0 million for the quarter ended December 31, 2023.
    • Gross margin on loans sold totaled 3.74% for the quarter ended December 31, 2024, compared to 3.51% for the quarter ended December 31, 2023.
    • Total compensation, payroll taxes and other employee benefits decreased $1.1 million, or 7.4%, to $13.8 million during the quarter ended December 31, 2024, compared to $14.9 million during the quarter ended December 31, 2023. The decrease primarily related to decreased salary expense, health insurance expense, and sign-on incentives driven by reduced employee headcount and fewer new branches added over the past year.

    About Waterstone Financial, Inc.

    Waterstone Financial, Inc. is the savings and loan holding company for WaterStone Bank. WaterStone Bank was established in 1921 and offers a full suite of personal and business banking products. The Bank has branches in Wauwatosa/State St, Brookfield, Fox Point/North Shore, Franklin/Hales Corners, Germantown/Menomonee Falls, Greenfield/Loomis Rd, Milwaukee/Oklahoma Ave, Oak Creek/27th St, Oak Creek/Howell Ave, Oconomowoc/Lake Country, Pewaukee, Waukesha, West Allis/Greenfield Ave, and West Allis/National Ave, Wisconsin. WaterStone Bank is the parent company to Waterstone Mortgage, which has the ability to lend in 48 states. For more information about WaterStone Bank, go to http://www.wsbonline.com.

    Forward-Looking Statements

    This press release contains statements or information that may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding expected financial and operating activities and results that are preceded by, followed by, or that include words such as “may,” “expects,” “anticipates,” “estimates” or “believes.” Any such statements are based upon current expectations that involve a number of risks and uncertainties and are subject to important factors that could cause actual results to differ materially from those anticipated by the forward-looking statements. Factors that might cause such a difference include changes in interest rates; demand for products and services; the degree of competition by traditional and nontraditional competitors; changes in banking regulation or actions by bank regulators; changes in tax laws; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in local real estate values; changes in the national and local economies; and other factors, including risk factors referenced in Item 1A. Risk Factors in Waterstone’s most recent Annual Report on Form 10-K and as may be described from time to time in Waterstone’s subsequent SEC filings, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect only Waterstone’s belief as of the date of this press release.

    Non-GAAP Financial Measures 

    Management uses non-GAAP financial information in its analysis of the Company’s performance. Management believes that this non-GAAP measure provides a greater understanding of ongoing operations and enhance comparability of results of operations with prior periods. The Company’s management believes that investors may use this non-GAAP measure to analyze the Company’s financial performance without the impact of unusual items or events that may obscure trends in the Company’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in this measure and that different companies might calculate this measure differently.

    Contact: Mark R. Gerke
    Chief Financial Officer
    414-459-4012
    markgerke@wsbonline.com

    WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF INCOME
    (Unaudited)
     
        For The Three Months Ended
    December 31,    		     For The Twelve Months Ended
    December 31,    		  
        2024     2023     2024     2023  
        (In Thousands, except per share amounts)  
    Interest income:                                
    Loans   $ 26,391     $ 24,288     $ 103,066     $ 90,148  
    Mortgage-related securities     1,136       1,081       4,496       4,053  
    Debt securities, federal funds sold and short-term investments     1,525       1,325       5,606       5,007  
    Total interest income     29,052       26,694       113,168       99,208  
    Interest expense:                                
    Deposits     11,410       8,253       40,573       25,738  
    Borrowings     4,807       6,685       26,427       23,255  
    Total interest expense     16,217       14,938       67,000       48,993  
    Net interest income     12,835       11,756       46,168       50,215  
    Provision (credit) for credit losses     367       (435 )     (168 )     656  
    Net interest income after provision (credit) for loan losses     12,468       12,191       46,336       49,559  
    Noninterest income:                                
    Service charges on loans and deposits     626       328       2,060       1,819  
    Increase in cash surrender value of life insurance     407       337       1,969       1,710  
    Mortgage banking income     17,365       15,830       83,565       75,686  
    Other     607       381       1,708       1,970  
    Total noninterest income     19,005       16,876       89,302       81,185  
    Noninterest expenses:                                
    Compensation, payroll taxes, and other employee benefits     18,423       20,061       81,078       84,096  
    Occupancy, office furniture, and equipment     1,579       2,021       7,573       8,323  
    Advertising     727       1,030       3,554       3,779  
    Data processing     1,233       1,212       4,978       4,653  
    Communications     224       269       922       988  
    Professional fees     1,114       907       3,184       2,686  
    Real estate owned     12       1       26       4  
    Loan processing expense     486       756       3,090       3,428  
    Other     1,469       3,405       7,231       11,755  
    Total noninterest expenses     25,267       29,662       111,636       119,712  
    Income (loss) before income taxes (benefit)     6,206       (595 )     24,002       11,032  
    Income tax expense (benefit)     996       (555 )     5,314       1,657  
    Net income (loss)   $ 5,210     $ (40 )   $ 18,688     $ 9,375  
    Income (loss) per share:                                
    Basic   $ 0.28     $ (0.00 )   $ 1.01     $ 0.47  
    Diluted   $ 0.28     $ (0.00 )   $ 1.01     $ 0.46  
    Weighted average shares outstanding:                                
    Basic     18,335       19,380       18,556       20,158  
    Diluted     18,396       19,398       18,589       20,196  
     
    WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
     
        December 31,     December 31,  
        2024     2023  
        (Unaudited)          
    Assets   (In Thousands, except per share amounts)  
    Cash   $ 35,182     $ 30,667  
    Federal funds sold     4,302       5,493  
    Interest-earning deposits in other financial institutions and other short term investments     277       261  
    Cash and cash equivalents     39,761       36,421  
    Securities available for sale (at fair value)     208,549       204,907  
    Loans held for sale (at fair value)     135,909       164,993  
    Loans receivable     1,680,576       1,664,215  
    Less: Allowance for credit losses (“ACL”) – loans     18,247       18,549  
    Loans receivable, net     1,662,329       1,645,666  
                     
    Office properties and equipment, net     19,389       19,995  
    Federal Home Loan Bank stock (at cost)     20,295       20,880  
    Cash surrender value of life insurance     74,612       67,859  
    Real estate owned, net     505       254  
    Prepaid expenses and other assets     48,259       52,414  
    Total assets   $ 2,209,608     $ 2,213,389  
                     
    Liabilities and Shareholders’ Equity                
    Liabilities:                
    Demand deposits   $ 171,115     $ 187,107  
    Money market and savings deposits     283,243       273,233  
    Time deposits     905,539       730,284  
    Total deposits     1,359,897       1,190,624  
                     
    Borrowings     446,519       611,054  
    Advance payments by borrowers for taxes     5,630       6,607  
    Other liabilities     58,427       61,048  
    Total liabilities     1,870,473       1,869,333  
                     
    Shareholders’ equity:                
    Preferred stock     –       –  
    Common stock     193       203  
    Additional paid-in capital     91,214       103,908  
    Retained earnings     277,196       269,606  
    Unearned ESOP shares     (10,682 )     (11,869 )
    Accumulated other comprehensive loss, net of taxes     (18,786 )     (17,792 )
    Total shareholders’ equity     339,135       344,056  
    Total liabilities and shareholders’ equity   $ 2,209,608     $ 2,213,389  
                     
    Share Information                
    Shares outstanding     19,343       20,315  
    Book value per share   $ 17.53     $ 16.94  
     
    WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES
    SUMMARY OF KEY QUARTERLY FINANCIAL DATA
    (Unaudited)
     
        At or For the Three Months Ended  
        December 31,     September 30,     June 30,     March 31,     December 31,  
        2024     2024     2024     2024     2023  
        (Dollars in Thousands, except per share amounts)  
    Condensed Results of Operations:                                        
    Net interest income   $ 12,835     $ 11,517     $ 10,679     $ 11,137     $ 11,756  
    Provision (credit) for credit losses     367       (377 )     (225 )     67       (435 )
    Total noninterest income     19,005       22,552       26,497       21,248       16,876  
    Total noninterest expense     25,267       28,560       30,259       27,550       29,662  
    Income (loss) before income taxes (benefit)     6,206       5,886       7,142       4,768       (595 )
    Income tax expense (benefit)     996       1,158       1,430       1,730       (555 )
    Net income (loss)   $ 5,210     $ 4,728     $ 5,712     $ 3,038     $ (40 )
    Income (loss) per share – basic   $ 0.28     $ 0.26     $ 0.31     $ 0.16     $ (0.00 )
    Income (loss) per share – diluted   $ 0.28     $ 0.26     $ 0.31     $ 0.16     $ (0.00 )
    Dividends declared per common share   $ 0.15     $ 0.15     $ 0.15     $ 0.15     $ 0.15  
                                             
    Performance Ratios (annualized):                                        
    Return on average assets – QTD     0.94 %     0.83 %     1.02 %     0.56 %     -0.01 %
    Return on average equity – QTD     6.05 %     5.55 %     6.84 %     3.56 %     -0.05 %
    Net interest margin – QTD     2.42 %     2.13 %     2.01 %     2.15 %     2.25 %
                                             
    Return on average assets – YTD     0.84 %     0.81 %     0.79 %     0.56 %     0.44 %
    Return on average equity – YTD     5.48 %     5.30 %     5.17 %     3.56 %     2.62 %
    Net interest margin – YTD     2.17 %     2.09 %     2.08 %     2.15 %     2.46 %
                                             
    Asset Quality Ratios:                                        
    Past due loans to total loans     0.95 %     0.63 %     0.76 %     0.64 %     0.68 %
    Nonaccrual loans to total loans     0.34 %     0.32 %     0.33 %     0.29 %     0.29 %
    Nonperforming assets to total assets     0.28 %     0.25 %     0.25 %     0.23 %     0.23 %
    Allowance for credit losses – loans to loans receivable     1.09 %     1.07 %     1.10 %     1.10 %     1.11 %
     
    WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES
    SUMMARY OF QUARTERLY AVERAGE BALANCES AND YIELD/COSTS
    (Unaudited)
     
        At or For the Three Months Ended  
        December 31,     September 30,     June 30,     March 31,     December 31,  
        2024     2024     2024     2024     2023  
    Average balances   (Dollars in Thousands)  
    Interest-earning assets                                        
    Loans receivable and held for sale   $ 1,819,574     $ 1,870,627     $ 1,859,608     $ 1,805,102     $ 1,797,988  
    Mortgage related securities     168,521       170,221       171,895       172,077       172,863  
    Debt securities, federal funds sold and short term investments     124,658       115,270       107,992       110,431       106,504  
    Total interest-earning assets     2,112,753       2,156,118       2,139,495       2,087,610       2,077,355  
    Noninterest-earning assets     100,627       104,600       104,019       103,815       105,073  
    Total assets   $ 2,213,380     $ 2,260,718     $ 2,243,514     $ 2,191,425     $ 2,182,428  
                                             
    Interest-bearing liabilities                                        
    Demand accounts   $ 92,247     $ 89,334     $ 91,300     $ 87,393     $ 91,868  
    Money market, savings, and escrow accounts     306,478       304,116       293,483       281,171       302,121  
    Certificates of deposit – retail     810,340       786,228       758,252       739,543       735,418  
    Certificates of deposit – brokered     59,254       –       –       –       –  
    Total interest-bearing deposits     1,268,319       1,179,678       1,143,035       1,108,107       1,129,407  
    Borrowings     464,964       600,570       622,771       602,724       549,210  
    Total interest-bearing liabilities     1,733,283       1,780,248       1,765,806       1,710,831       1,678,617  
    Noninterest-bearing demand deposits     87,889       91,532       93,637       92,129       102,261  
    Noninterest-bearing liabilities     49,645       49,787       48,315       45,484       56,859  
    Total liabilities     1,870,817       1,921,567       1,907,758       1,848,444       1,837,737  
    Equity     342,563       339,151       335,756       342,981       344,691  
    Total liabilities and equity   $ 2,213,380     $ 2,260,718     $ 2,243,514     $ 2,191,425     $ 2,182,428  
                                             
    Average Yield/Costs (annualized)                                        
    Loans receivable and held for sale     5.75 %     5.65 %     5.54 %     5.46 %     5.36 %
    Mortgage related securities     2.67 %     2.66 %     2.63 %     2.57 %     2.48 %
    Debt securities, federal funds sold and short term investments     4.85 %     5.05 %     4.82 %     4.82 %     4.94 %
    Total interest-earning assets     5.46 %     5.39 %     5.27 %     5.18 %     5.10 %
                                             
    Demand accounts     0.11 %     0.11 %     0.11 %     0.11 %     0.11 %
    Money market and savings accounts     2.00 %     1.94 %     1.89 %     1.79 %     1.64 %
    Certificates of deposit – retail     4.53 %     4.54 %     4.41 %     4.19 %     3.76 %
    Certificates of deposit – brokered     4.18 %     0.00 %     0.00 %     0.00 %     0.00 %
    Total interest-bearing deposits     3.58 %     3.53 %     3.42 %     3.26 %     2.90 %
    Borrowings     4.11 %     4.77 %     4.92 %     4.54 %     4.83 %
    Total interest-bearing liabilities     3.72 %     3.95 %     3.95 %     3.71 %     3.53 %
     
    COMMUNITY BANKING SEGMENT
    SUMMARY OF KEY QUARTERLY FINANCIAL DATA
    (Unaudited)
     
        At or For the Three Months Ended  
        December 31,     September 30,     June 30,     March 31,     December 31,  
        2024     2024     2024     2024     2023  
        (Dollars in Thousands)  
    Condensed Results of Operations:                                        
    Net interest income   $ 12,886     $ 12,250     $ 11,234     $ 11,598     $ 12,056  
    Provision (credit) for credit losses     331       (302 )     (279 )     105       (550 )
    Total noninterest income     1,595       1,227       1,491       990       894  
    Noninterest expenses:                                        
    Compensation, payroll taxes, and other employee benefits     4,883       5,326       5,116       5,360       5,397  
    Occupancy, office furniture and equipment     825       904       983       1,000       916  
    Advertising     204       311       229       174       363  
    Data processing     691       720       687       693       626  
    Communications     89       80       72       65       75  
    Professional fees     196       190       177       208       186  
    Real estate owned     12       –       1       13       1  
    Loan processing expense     –       –       –       –       –  
    Other     563       602       672       691       628  
    Total noninterest expense     7,463       8,133       7,937       8,204       8,192  
    Income before income taxes     6,687       5,646       5,067       4,279       5,308  
    Income tax expense     1,399       941       718       1,639       1,234  
    Net income   $ 5,288     $ 4,705     $ 4,349     $ 2,640     $ 4,074  
                                             
    Efficiency ratio – QTD (non-GAAP)     51.54 %     60.35 %     62.37 %     65.17 %     63.26 %
    Efficiency ratio – YTD (non-GAAP)     59.58 %     62.58 %     63.77 %     65.17 %     56.86 %
     
    MORTGAGE BANKING SEGMENT
    SUMMARY OF KEY QUARTERLY FINANCIAL DATA
    (Unaudited)
     
        At or For the Three Months Ended  
        December 31,     September 30,     June 30,     March 31,     December 31,  
        2024     2024     2024     2024     2023  
        (Dollars in Thousands)  
    Condensed Results of Operations:                                        
    Net interest loss   $ (92 )   $ (760 )   $ (552 )   $ (541 )   $ (367 )
    Provision (credit) for credit losses     36       (75 )     54       (38 )     115  
    Total noninterest income     17,455       21,386       25,081       20,328       16,028  
    Noninterest expenses:                                        
    Compensation, payroll taxes, and other employee benefits     13,781       15,930       16,886       14,756       14,881  
    Occupancy, office furniture and equipment     754       953       1,046       1,108       1,105  
    Advertising     523       615       758       740       667  
    Data processing     542       570       549       508       583  
    Communications     135       152       168       161       194  
    Professional fees     917       379       569       520       704  
    Real estate owned     –       –       –       –       –  
    Loan processing expense     486       697       861       1,046       756  
    Other     814       1,261       1,641       617       2,701  
    Total noninterest expense     17,952       20,557       22,478       19,456       21,591  
    (Loss) income before income taxes (benefit) expense     (625 )     144       1,997       369       (6,045 )
    Income tax (benefit) expense     (428 )     194       684       71       (1,827 )
    Net (loss) income   $ (197 )   $ (50 )   $ 1,313     $ 298     $ (4,218 )
                                             
    Efficiency ratio – QTD (non-GAAP)     103.39 %     99.67 %     91.64 %     98.33 %     137.86 %
    Efficiency ratio – YTD (non-GAAP)     97.74 %     96.23 %     94.62 %     98.33 %     116.99 %
                                             
    Loan originations   $ 470,650     $ 558,729     $ 634,109     $ 485,109     $ 458,363  
    Purchase     82.1 %     88.9 %     92.7 %     93.0 %     95.7 %
    Refinance     17.9 %     11.1 %     7.3 %     7.0 %     4.3 %
    Gross margin on loans sold(1)     3.74 %     3.83 %     3.93 %     4.10 %     3.51 %

    (1) Gross margin on loans sold equals mortgage banking income (excluding the change in interest rate lock value) divided by total loan originations

    The MIL Network –

  • MIL-OSI Security: FBI Springfield Advises Caution in Online Relationships

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

    As Valentine’s Day approaches, FBI Springfield takes the opportunity to remind the public that online relationships are not always as they appear. While many people find authentic rewarding relationships online, far too many fall prey to romance scams. In this type of scam, a criminal adopts a fake online identity to gain a victim’s affection and trust with the illusion of a romantic or close relationship in order to steal the victim’s money, personal or financial information, or even items of value.

    Scammers use well-rehearsed scripts that have been used repeatedly and successfully, typically targeting victims via dating websites or apps, with the intention of establishing a relationship as quickly as possible. Some even keep journals on their victims to better understand how to manipulate and exploit them.

    In 2023, the FBI’s Internet Crime Complaint Center reported that Illinoisians lost almost $19 million in romance scams, a slight increase from the previous year. Nationwide, the dollar loss has declined slightly every year from 2021 to 2023; however, victims still lost $652.5 million in 2023.

    “If someone has already sent money, the FBI will make every effort to see that the funds are returned to the victim by working with other law enforcement agencies and financial institutions, but oftentimes it can be difficult to investigate. That’s why the FBI relies on education and awareness to deter individuals from falling victim to these scams,” said Springfield Field Office Special Agent in Charge Christopher Johnson. “Proceed carefully and stay alert to warning signs from the very beginning to avoid the emotional and financial fall-out that accompanies romance scams.”

    Romance scammers actively search dating websites, apps, chat rooms, and social networking sites in their efforts to build a relationship with an unwitting victim. Here are some red flags that might indicate you are headed for heartbreak.

    • You are asked to leave the dating website where you met to communicate solely through email or instant messaging.
    • The individual sends you a photo that looks like a glamour shot out of a magazine.
    • The individual professes love quickly.
    • The individual tries to isolate you from friends and family.
    • The individual claims to be working and living far away.
    • Plans made to visit you always cancel because of an emergency.
    • You are asked to send money, personal and financial information, items of value, or to launder money.
    • The individual uses stories of severe life circumstances, tragedies, deaths in the family, injuries to themselves, or other hardships to keep their victims concerned and involved.
    • A claim they have knowledge of cryptocurrency investments or trading opportunities that will result in substantial profits.

    FBI Springfield offers the following tips to avoid becoming a victim.

    • Go slow and ask questions.
    • If you suspect an online relationship is a scam, stop all contact immediately.
    • Never send money to someone you met online and have not met in person.
    • Never share your Social Security number or other personally identifiable information.
    • Research the individual’s picture and profile using other online search tools.
    • If you are planning to meet someone in person, proceed with caution, especially if you plan to travel to a foreign country.
    • Be careful what you post and make public online as scammers can use details shared on social media and dating sites to better understand and target you.
    • If you haven’t met the individual in person after a few months, you have good reason to be suspicious.

    Many times, victims may feel embarrassed, ashamed, or humiliated and be reluctant to share their victimization with anyone, let alone report it to law enforcement. However, the FBI encourages anyone who has been victimized by this fraud or unsuccessfully targeted to contact FBI Springfield at 217-522-9675 and file a complaint with the FBI’s IC3. Coming forward will provide law enforcement with the necessary information to ensure online imposters are stopped and brought to justice.

    MIL Security OSI –

  • MIL-OSI Security: Career Felon Caught with Fentanyl, Firearm Sentenced to 17 Years

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

    Ryan Partridge had a pending arrest warrant when pulled over by Augusta police officers

    BANGOR, Maine: An Augusta man was sentenced today in U.S. District Court in Bangor for distributing and possessing with intent to distribute fentanyl and possessing a gun in furtherance of a drug trafficking crime.

    U.S. District Judge John A. Woodcock, Jr. sentenced Ryan Partridge, 35, to 204 months in prison to be followed by four years of supervised release.

    According to court records, in July 2023, Partridge was a passenger in a vehicle stopped by officers from the Augusta Police Department. During a search of the vehicle, investigators recovered a backpack with approximately 125 grams of fentanyl and a 9mm pistol inside, and Partridge admitted to investigators that the backpack and its contents belonged to him. At the time of the stop, Partridge, a career criminal with 12 prior convictions including two drug felonies, was on probation for a 2019 conviction for aggravated trafficking of fentanyl. He also had a pending arrest warrant for failing to report a change of address.

    The FBI and U.S. Border Patrol investigated the case with assistance from the Augusta Police Department.

    ###

    MIL Security OSI –

  • MIL-OSI Security: Albany Woman Indicted for Money Laundering

    Source: Office of United States Attorneys

    ALBANY, NEW YORK – Drasana Johnson, age 27, of Albany, has been indicted for laundering over $850,000 in stolen government funds, approximately $200,000 of which she used to purchase a residential property.

    United States Attorney Carla B. Freedman; Craig L. Tremaroli, Special Agent in Charge of the Albany Field Office of the Federal Bureau of Investigation (FBI); and Charmeka Parker, Special Agent in Charge of the U.S. Department of Agriculture – Office of Inspector General (USDA-OIG) Northeast Region, made the announcement.

    The indictment alleges that from May 25, 2023, through June 30, 2023, Johnson conducted seven monetary transactions each of a value greater than $10,000 and derived from the theft of government property.

    According to a previously filed criminal complaint, Johnson laundered federal funds that Asjid Parvez stole from a U.S. Department of Agriculture program that helped struggling farmers pay off their loans. The charges in the indictment and complaint are merely accusations. The defendant is presumed innocent unless and until proven guilty.

    The money laundering charges carry a maximum term of 10 years in prison, and a term of supervised release of up to 3 years. A defendant’s sentence is imposed by a judge based on the particular statute the defendant is charged with violating, the U.S. Sentencing Guidelines, and other factors.

    Parvez, of Albany, was sentenced in May 2024 to 18 months in prison after pleading guilty to theft of federal funds.

    The FBI has already seized $516,974.54 traceable to the federal funds that Parvez stole, and the U.S. Attorney’s Office’s Asset Recovery Unit has filed a civil action seeking the forfeiture of a residential property in Albany that Johnson is accused of purchased using approximately $202,675 in stolen funds.

    The case is being investigated by the FBI and the USDA Office of Inspector General. Assistant U.S. Attorney Matthew M. Paulbeck is prosecuting the case and Assistant U.S. Attorney Elizabeth Conger is representing the United States in the asset forfeiture action.

    MIL Security OSI –

  • MIL-OSI Security: Olathe Man Sentenced to 20 Years for Fentanyl Trafficking

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

    KANSAS CITY, Mo. – An Olathe, Kansas man has been sentenced in federal court for his role in a conspiracy to distribute fentanyl, which resulted in an overdose death.

    Jacob A. Block, 27, was sentenced by U.S. Chief District Judge Beth Phillips on Monday, Jan. 27, to 20 years in federal prison without parole. The court also ordered Block to forfeit to the government $10,000, which represents the proceeds of illegal drug trafficking.

    On Feb. 1, 2024, Block pleaded guilty to participating in a conspiracy to distribute fentanyl and to one count of distributing fentanyl. Block admitted that he delivered 10 M-30 pills (containing fentanyl) to a confidential informant. Block possessed an additional 150 to 300 M-30 pills (containing fentanyl) at the time of this transaction.  Block also admitted he sold a co-defendant approximately seven grams of powder fentanyl and 50 M-30 pills (containing fentanyl) five to seven days a week, for six or seven months.

    All 13 defendants in this case have pleaded guilty. Block is the ninth defendant to be sentenced.

    Co-defendant Dmitry Cattell, 25, of Kansas City, Mo., was sentenced on May 2, 2024, to 21 years in federal prison without parole for leading the drug-trafficking conspiracy and for illegally possessing a firearm. Evidence was presented at Cattell’s sentencing hearing related to the delivery of fentanyl, the use of which caused the death of another person on May 18, 2020. The victim of the fatal overdose is not identified in court documents.

    This case is being prosecuted by Assistant U.S. Attorneys Maureen Brackett and Stephanie Bradshaw. It was investigated by the FBI, the Kansas City, Mo., Police Department, the Platte County, Mo., Sheriff’s Department, the Clay County, Mo., Sheriff’s Department, the Kearney, Mo., Police Department, the Olathe, Kan., Police Department, Lenexa, Kan., Police Department, the Drug Enforcement Administration, and the Riverside, Mo., Police Department.

    KC Metro Strike Force

    This prosecution was brought as a part of the Department of Justice’s Organized Crime Drug Enforcement Task Forces (OCDETF) Co-located Strike Forces Initiative, which provides for the establishment of permanent multi-agency task force teams that work side-by-side in the same location. This co-located model enables agents from different agencies to collaborate on intelligence-driven, multi-jurisdictional operations against a continuum of priority targets and their affiliate illicit financial networks. These prosecutor-led co-located Strike Forces capitalize on the synergy created through the long-term relationships that can be forged by agents, analysts, and prosecutors who remain together over time, and they epitomize the model that has proven most effective in combating organized crime. The principal mission of the OCDETF program is to identify, disrupt, and dismantle the most serious drug trafficking organizations, transnational criminal organizations, and money laundering organizations that present a significant threat to the public safety, economic, or national security of the United States.

    MIL Security OSI –

  • MIL-OSI Security: Kansas man sentenced for assault on federal officer

    Source: Office of United States Attorneys

    KANSAS CITY, KAN. – A Kansas man was sentenced to 72 months in prison for deliberately ramming his vehicle into a federal law enforcement officer who was attempting to take the passenger of the vehicle into custody.

    According to court documents, Diego Almaguer, 19, of Kansas City, Kansas, pleaded guilty to one count of forcible assault of a federal officer.

    On February 23, 2024, members of the U.S. Marshals Fugitive Task Force went to a home in Kansas City, Kansas, to execute an arrest warrant. They watched the person they were seeking and Almaguer get into a vehicle that had been backed into the driveway with Almaguer in the driver’s seat. Agents pulled up in their law enforcement vehicles with emergency lights flashing. An Immigration and Customs Enforcement (ICE) deportation officer, wearing a ballistic vest with police markings, positioned himself in front of the vehicle. Almaguer struck the officer causing him to bounce over the windshield before hitting the ground.

    Almaguer led law enforcement on a high-speed chase across the state line into Missouri, at times reaching speeds over 100 miles per hour. He and the second person were ultimately arrested in Kansas City, Missouri, hiding in an outbuilding behind a residence.

    The Homeland Security Investigations (HSI) investigated the case.

    Assistant U.S. Attorney Faiza Alhambra prosecuted the case.

    ###

    MIL Security OSI –

  • MIL-OSI Security: Arizona Man Sentenced To 20 Years In Prison For Distribution Of Fentanyl Resulting In Death

    Source: Office of United States Attorneys

     SCRANTON – The United States Attorney’s Office for the Middle District of Pennsylvania announced that Davon Anthony Beckford, age 30, of Phoenix, Arizona, was sentenced on January 24, 2025, by United States District Judge Robert D. Mariani to 240 months’ imprisonment to be followed by five years of supervised release for the distribution of fentanyl resulting in death.

    According to Acting United States Attorney John C. Gurganus, Beckford relocated from Wilkes-Barre, Pennsylvania to Phoenix, Arizona in or about January 2020. Once settled in Arizona, Beckford developed a relationship with an Arizona source of supply for fentanyl pills. Beckford then established a drug trafficking network with drug associates formerly known to him throughout Luzerne County.  He began to distribute hundreds of thousands of fentanyl pills via the U.S. Postal Service to those drug associates.  In February of 2021, a 27-year-old female ingested one pill, overdosed, and died. The fentanyl pill ingested by the female had been distributed by Beckford to one of his drug associates in Wilkes-Barre, who sold it to the female.

    Beckford was indicted by a grand jury in Scranton on February 15, 2022. He appeared in federal court in Scranton on March 1, 2023, and plead guilty to the distribution of fentanyl resulting in death.

    The charges stem from a joint investigation involving the Federal Bureau of Investigation (FBI) in Scranton, and the Wilkes-Barre Police Department.  Assistant United States Attorney Michelle Olshefski prosecuted the case.

    This case was brought as part of a district wide initiative to combat the nationwide epidemic regarding the use and distribution of heroin and fentanyl. Led by the United States Attorney’s Office, the Heroin Initiative targets heroin traffickers operating in the Middle District of Pennsylvania and is part of a coordinated effort among federal, state and local law enforcement agencies to locate, apprehend, and prosecute individuals who commit heroin related offenses.

    This case is also 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.

    ###

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  • MIL-OSI USA: Former West Virginia Supervisory Correctional Officer Found Guilty Following Jury Trial on Conspiracy and Obstruction Charges

    Source: US State of California

    Following a four-day jury trial, Chad Lester, a former lieutenant at the Southern Regional Jail in Beaver, West Virginia, was found guilty yesterday of conspiracy, witness tampering, and giving false statements to the FBI. The charges arose out of a staff assault of an inmate named Quantez Burks, who later died from injuries he suffered during the assault. Seven correctional officers pleaded guilty in connection with the assault of Burks; several of those former officers testified against the defendant during the trial. The defendant faced charges related to his efforts to obstruct the investigation into the assault.

    According to the evidence presented at trial, the defendant conspired with other officers at the Southern Regional Jail to tamper with witnesses to cover up the assault of Burks. The evidence showed the defendant directed a subordinate correctional officer to leave truthful information out of his report related to the circumstances of Burks’ death. The defendant directed another officer to include in his report false information about Burks. The defendant told a third officer that he would beat him if he discovered that the officer was providing information about the assault to investigators. Finally, the defendant provided false information relating to the assault of Burks to the FBI during an interview.

    Lester is scheduled for sentencing on April 16 and faces a maximum penalty of 20 years in prison. A federal district court judge will determine any sentence based on the U.S. Sentencing Guidelines and other statutory factors.

    The FBI Pittsburgh Field Office, Charleston Resident Agency, investigated the case.

    Deputy Chief Christine M. Siscaretti and Trial Attorney Tenette Smith of the Justice Department’s Civil Rights Division prosecuted the case in partnership with the U.S. Attorney’s Office for the Southern District of West Virginia.

    MIL OSI USA News –

  • MIL-OSI Security: James C. Thompson Sentenced to 20 Years for Transportation of a Minor in Interstate Commerce with the Intent to Engage in Sexual Activity

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

    CHATTANOOGA, Tenn. – On January 24, 2025, James C. Thompson, 72, formerly of Lookout Mountain, Tennessee, was sentenced to 240 months by the Honorable Travis R. McDonough, District Court Judge, in the United States District Court for the Eastern District of Tennessee at Chattanooga, Tennessee.  Thompson was also ordered to pay a $250,000 fine and to serve three years on supervised release.  In addition, Thompson will be required to register with state sex offender registries and comply with special sex offender conditions during his supervised release.

    As part of the plea agreement filed with the court, Thompson agreed to plead guilty to an information charging him with four counts of transportation of a minor in interstate commerce with the intent to engage in sexual activity in violation of 18 U.S.C. § 2423(a).

    According to court filed documents, in 2000, Thompson traveled on separate occasions with three different boys and sexually molested them.  Thompson was 48 years old at the time and the young boys were less than 18 years old.  Thompson drove them from the community where they lived, Lookout Mountain, Tennessee, to different out-of-state locations.  When Thompson’s conduct was discovered, an agent with the Federal Bureau of Investigation confronted Thompson and he confessed.

    U.S. Attorney Francis M. Hamilton III, of the Eastern District of Tennessee and Federal Bureau of Investigation (FBI) Special Agent in Charge Joseph E. Carrico, made the announcement. 

    The criminal indictment was the result of an investigation by the Jackson County Alabama Sheriff’s Office and the FBI.  This investigation was led by FBI Special Agent Samuel Moore.

    Assistant United States Attorney James T. Brooks and Special Assistant United States Attorney Charlie Minor represented the United States.

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

    For more information about internet safety education, please visit www.justice.gov/psc/resources.html and click on the tab “resources.”

                                                                                                                 ###

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  • MIL-OSI Security: Federal Jury Convicts Former West Virginia Correctional Officer of Conspiracy, Witness Tampering, and False Statements Crimes

    Source: Office of United States Attorneys

    CHARLESTON, W.Va. – After four days of trial, a federal jury convicted former West Virginia correctional officer Chad Lester, 35, of Odd, on Monday, January 27, 2025, of conspiracy to engage in witness tampering, witness tampering, and making false statements in connection with an assault by other correctional officers that resulted in the death of an inmate, identified by the initials Q.B, on March 1, 2022.

    Evidence at trial proved that while a lieutenant at the Southern Regional Jail in Beaver, West Virginia, Lester conspired with other officers to cover up the use of unlawful force on Q.B. Lester instructed correctional officers to provide false statements to state investigators and added false and misleading information to a correctional officer’s official jail incident report. On or about October 5, 2023, Lester made false statements to the FBI about the circumstances surrounding Q.B.’s injuries and death.

    “Mr. Lester was the ringleader of the effort to cover up this horrific beating and keep the truth from the light of justice. He obviously failed at that,” said United States Attorney Will Thompson. “I grew up with a strong sense of conviction to protect people who were being taken advantage of by people who were stronger, more powerful or smarter than they were. I always felt that if I could make things right, I should. This is a case where I got that opportunity, with the assistance of the investigators, the trial team and all those who helped hold Mr. Lester and the other defendants accountable.”

    Evidence at trial showed that on March 1, 2022, correctional officers used unreasonable force while restraining Q.B. after he tried to push past officers and leave his assigned pod. Several officers then conspired to violate Q.B.’s civil rights by unlawfully punishing Q.B. to retaliate against him for his attempt to push past officers and leave the pod. As a part of that conspiracy, officers brought Q.B. to an interview room knowing it was a “blind spot” at the jail — meaning, there were no surveillance cameras to record what happened inside the room. Officers used unreasonable force against Q.B. in the interview room, all while Q.B. was restrained, handcuffed and posed no threat to anyone. Officers continued to use unreasonable force on Q.B. while transporting him from the interview room to the jail’s A-Pod, during which time he became limp and was unable to walk on his own.

    Lester instructed correctional officers to include false information in their incident reports, as well as to leave out relevant, truthful information about the assault. Lester retaliated against officers he suspected of having provided truthful information to state investigators by threatening to assault them and by giving them difficult and undesirable work assignments at the jail. Lester also threatened a correctional officer, stating that he would assault anyone who provided truthful information about the circumstances of Q.B.’s injuries and death. Lester also provided false statements to the FBI about the circumstances surrounding officers’ unlawful use of force against Q.B.

    Lester is scheduled to be sentenced on April 16, 2025, and faces a maximum penalty of 45 years in prison.

    Lester is among six former Southern Regional Jail correctional officers indicted in connection with the assault and death of Q.B. and the subsequent cover-up. Lester’s co-defendants previously pleaded guilty:

    • Ashley Toney, 25, of Fairdale, and Jacob Boothe, 27, of Rainelle, each pleaded guilty on August 8, 2024, to violating inmate Q.B.’s civil rights by failing to intervene to protect Q.B. from the use of unreasonable force by other correctional officers. Toney and Boothe each pleaded guilty to a criminal information in lieu of the offenses charged in the indictment. Toney is scheduled to be sentenced on February 19, 2025, and Boothe is scheduled to be sentenced on February 18, 2025.
    • Mark Holdren, 40, of Beckley, pleaded guilty on November 13, 2024, to conspiring with other officers to violate inmate Q.B.’s civil by using unreasonable force against Q.B., resulting in his death. Holdren is scheduled to be sentenced on March 13, 2025.
    • Johnathan Walters, 33, of Rainelle, pleaded guilty on November 18, 2024, and Cory Snyder, 30, of Shady Spring, pleaded guilty November 19, 2024, each to conspiring with other officers to violate inmate Q.B.’s civil rights by using unreasonable force against Q.B., resulting in his death. Walter and Snyder are scheduled to be sentenced on March 13, 2025.

    Prior to the indictment, on November 2, 2023, former Southern Regional Jail correctional officers Steven Nicholas Wimmer, 25, of Bluefield, and Andrew Fleshman, 22, of Shady Spring, eachseparately pleaded guilty to conspiring with other officers to violate the civil rights of inmate Q.B. by using unreasonable force against him. Wimmer and Fleshman are scheduled to be sentenced on February 7, 2025.

    The FBI Pittsburgh Field Office, Charleston Resident Agency conducted the investigation.

    United States District Judge Joseph R. Goodwin presided over the jury trial. Deputy Chief Christine M. Siscaretti and Trial Attorney Tenette Smith of the Justice Department’s Civil Rights Division prosecuted the case.

    A copy of this press release is located on the website of the U.S. Attorney’s Office for the Southern District of West Virginia. Related court documents and information can be found on PACER by searching for Case No. 5:23-cr-188.

    ###

     

    A video of the post-trial press conference is available on the office’s YouTube Channel: https://youtu.be/CyfBRNXRAiw?si=LLriktDRYhnxnd2q.

     

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  • MIL-OSI Security: Columbia County Man Sentenced to 20 Years for Distribution of Child Sexual Abuse Material

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

    Jacksonville, FL – Chief U.S. District Judge Marcia Morales Howard has sentenced William Ervin Daniels (45, Lake City) to 20 years in federal prison for distributing child sex abuse material. He pleaded guilty on September 24, 2024.

    According to court documents, on November 16, 2023, Daniels distributed two videos containing child sex abuse material (CSAM) in a group called “Da Litl Kidz Gc” on a social media application. He identified his name and phone number in his account profile on the app. Daniels was also listed as an administrator for the group to which he distributed the videos. Moreover, his phone contained a cache of thousands of videos and images of CSAM. During the sentencing hearing, the government presented evidence that Daniels had abused a minor in his care on at least two occasions.

    This case was investigated by the Federal Bureau of Investigation, the Columbia County Sheriff’s Office, and the Florida Department of Law Enforcement. It was prosecuted by Assistant United States Attorney Kelly S. Milliron.

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

    MIL Security OSI –

  • MIL-OSI Security: Former West Virginia Supervisory Correctional Officer Found Guilty Following Jury Trial on Conspiracy and Obstruction Charges

    Source: United States Attorneys General 10

    Following a four-day jury trial, Chad Lester, a former lieutenant at the Southern Regional Jail in Beaver, West Virginia, was found guilty yesterday of conspiracy, witness tampering, and giving false statements to the FBI. The charges arose out of a staff assault of an inmate named Quantez Burks, who later died from injuries he suffered during the assault. Seven correctional officers pleaded guilty in connection with the assault of Burks; several of those former officers testified against the defendant during the trial. The defendant faced charges related to his efforts to obstruct the investigation into the assault.

    According to the evidence presented at trial, the defendant conspired with other officers at the Southern Regional Jail to tamper with witnesses to cover up the assault of Burks. The evidence showed the defendant directed a subordinate correctional officer to leave truthful information out of his report related to the circumstances of Burks’ death. The defendant directed another officer to include in his report false information about Burks. The defendant told a third officer that he would beat him if he discovered that the officer was providing information about the assault to investigators. Finally, the defendant provided false information relating to the assault of Burks to the FBI during an interview.

    Lester is scheduled for sentencing on April 16 and faces a maximum penalty of 20 years in prison. A federal district court judge will determine any sentence based on the U.S. Sentencing Guidelines and other statutory factors.

    The FBI Pittsburgh Field Office, Charleston Resident Agency, investigated the case.

    Deputy Chief Christine M. Siscaretti and Trial Attorney Tenette Smith of the Justice Department’s Civil Rights Division prosecuted the case in partnership with the U.S. Attorney’s Office for the Southern District of West Virginia.

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  • MIL-OSI Security: Philadelphia Woman Who Sexually Abused a One-Year-Old Girl, Manufactured and Distributed Child Pornography, Sentenced to 40 Years in Prison

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

    PHILADELPHIA – United States Attorney Jacqueline C. Romero announced that Tyleeya Williams, 22, of Philadelphia, Pennsylvania, was sentenced today by United States District Court Judge Gerald J. Pappert to 40 years in prison and lifetime supervised release for sexually abusing and exploiting a child in her care and multiple child pornography offenses.

    In May of 2023, Williams was charged by indictment with the manufacture and attempted manufacture of child pornography, two counts of distribution of child pornography, and possession of child pornography. She pleaded guilty to all four charges in June of last year.

    As part of her guilty plea, Williams admitted that she sexually abused a one-year-old girl in her care, and that she had planned the abuse with another child sex offender with whom she was communicating online. The defendant photographed her molestation of this child and distributed those images of her abuse – which included the child’s face – via the internet. Williams also admitted that she had trafficked thousands of images and videos showing the sexual abuse of dozens of other children, sharing that material with groups of child sex offenders online.

    “Tyleeya Williams was entrusted with the care and protection of this little girl, but instead sexually abused and exploited her,” said U.S. Attorney Romero. “The defendant further victimized this child by documenting the abuse and sharing the horrific images with other sex offenders. While Williams’ 40-year sentence can’t reverse the immeasurable harm she’s done, it prevents her from harming anyone else’s child and is a measure of justice for all the innocents whose images she collected and shared. My office and the FBI will never stop working to hold accountable criminals ready and willing to hurt our children.”

    “The crimes Tyleeya Williams committed are among the most egregious the FBI investigates,” said Wayne A. Jacobs, Special Agent in Charge of FBI Philadelphia. “Even in the face of such horrific crimes, our office remains unwavering in our pursuit of justice against those who abuse and exploit our most vulnerable.”  

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

    The case was investigated by the FBI and is being prosecuted by Assistant United States Attorney Michelle Rotella.

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  • MIL-OSI Security: Two Men Sentenced to Over Seven Years in Prison for Laundering Proceeds From an Elder Fraud Scheme

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

    ALEXANDRIA, Va. – Two men were sentenced to seven years and three months in prison for their roles in laundering over $6 million in elder fraud proceeds.

    According to court documents, Fei Liang, 42, of Flushing, New York, and Ziguang Li, 36, of Las Vegas, Nevada, opened bank accounts for fictitious businesses. These bank accounts were used to launder the proceeds of fraud.

    Liang’s and Li’s co-conspirators operated a nationwide “tech support” scam or other similar elder fraud scheme, in which they targeted unsuspecting victims who logged onto their computer to use one or more online services from various corporations. The conspirators falsely advised victims of purported criminal or technical issues with their accounts associated with these online services, and that to address these issues they were required to wire money to business accounts. The accounts to which the victims wired money were controlled by the conspirators.

    Money from the scam was directed to the accounts opened by Liang and Li. The accounts were then used to wire the proceeds to other members of the conspiracy, domestically and internationally.

    During a search of Li’s residence, law enforcement recovered a handwritten list of the fictitious businesses used to further the money laundering scheme, records associated with bank accounts that received victim-funded wires, and copies of documents bearing personal identifiable information (PII). Law enforcement also recovered Li’ s cellphones and computers, which contained victims’ PII, business documents, identification documents, Employer Identification Numbers, and bank account information for at least 25 different entities, including fictitious businesses that provided victim-funded transfers to Li.

    Liang pled guilty on Sept. 6, 2024, and was sentenced on Dec. 13, 2024. Li, pled guilty on Nov. 1, 2024, and was sentenced today.

    Erik S. Siebert, U.S. Attorney for the Eastern District of Virginia; Sean Ryan, Special Agent in Charge of the FBI Washington Field Office’s Criminal and Cyber Division; Damon E. Wood, Inspector in Charge of the Washington Division of the U.S. Postal Inspection Service; and and Special Agent in Charge Scott Moffit, Treasury Inspector General for Tax Administration Cybercrimes Investigation Division, made the announcement after sentencing by Senior U.S. District Judge Claude M. Hilton.

    Assistant U.S. Attorney Christopher J. Hood and former Assistant U.S. Attorney Kenneth R. Simon Jr. prosecuted the case.

    A copy of this press release is located on the website of the U.S. Attorney’s Office for the Eastern District of Virginia. Related court documents and information are located on the website of the District Court for the Eastern District of Virginia or on PACER by searching for Case No. 1:24-cr-170.

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  • MIL-OSI Global: Armenia and Azerbaijan are at loggerheads again – here’s why tensions are rising

    Source: The Conversation – UK – By Svante Lundgren, Researcher, Lund University

    Azerbaijan’s president, Ilham Aliyev, has launched a fierce verbal attack on Armenia, which he has called a fascist state. “Fascism must be destroyed,” he said in an interview on local TV networks on January 7. “Either the Armenian leadership will destroy it, or we will.”

    This rhetoric is strongly reminiscent of baseless claims used by Vladimir Putin about Ukraine to justify Russia’s invasion. He has claimed that Ukraine must be “denazified”.

    There are also reports that Azerbaijan’s acquisition of advanced Israeli weapons have increased recently, according to Israeli journalist Avi Sharf, national security, cyber and open source intelligence editor at Israeli news outlet Haaretz.

    Armenia and Azerbaijan have a long history of conflict over Nagorno-Karabakh, a region within Azerbaijan until recently mainly populated by Armenians. The first war between them in the 1990s led to the establishment of a self-proclaimed Armenian republic, which no country recognised.

    Then, after a 44-day war in 2020, Azerbaijan took control over most of the enclave. The rest was conquered in September 2023, prompting Armenians living there (more than 100,000 people) to flee to Armenia.

    In the last few months Aliyev accused Armenia of preparing a “war of revenge”. Since its devastating defeat in the second Karabakh war in 2020, Armenia has taken steps to strengthen its defences. Among other things, it has made significant arms purchases from France. This has also provoked Aliyev to criticise France and its president, Emmanuel Macron.

    But, although Armenia has been trying to reduce Azerbaijan’s military advantage through reforms in the army and arms purchases, the country is still militarily inferior to its neighbour. Any military confrontation is likely to result in an early defeat for Armenia.



    Read more:
    Future of Russian gas looking bleak as Ukraine turns off taps and Europe eyes ending all imports

    The argument from Azerbaijan is clearly that if there is conflict in the region, it will be part of an Armenian “preparation for a war”. Baku suggests that therefore the responsibility for any conflict would lie with Armenia and those who arm the country (in particular, France). It’s possible that this rhetoric is intended to legitimise some kind of military action.

    Because of escalating tension in the past few years, Armenia invited the European Union to monitor the border between the countries. This was to help address Azerbaijani accusations that Armenia was preparing for war, and to monitor, and prevent, shootings along the border.


    Peter Hermes Furian/Shutterstock

    Over the past two years Azerbaijan has denied these unarmed EU observers permission to operate on its territory, so they were only able to work from the Armenian side. It has also strongly condemned the EU for this mission.

    The EU monitors have been in place since February 2023, and should be due to withdraw next month. Armenia has suggested the EU monitors continue but Baku has made clear it wants them removed.

    So, why might Azerbaijan want to reignite tensions with Armenia? One point of contention between them is access to the “Zangezur corridor”, a land connection between Azerbaijan and its autonomous republic, Nakhichevan,.

    Long-running regional conflict

    Azerbaijan has long demanded access to, and control of, this route. The natural corridor runs through Armenia’s Syunik region (in Azerbaijani “Zangezur”, hence the Zangezur corridor). Armenia has declared its willingness to open up transport connections throughout the region – including between Azerbaijan and Nakhichevan – but opposes a corridor through its territory that it does not control.

    The south Caucasus (the region including Georgia, Armenia and Azerbaijan) has long been an area that Putin sees as part of his sphere of influence. After the break-up of the Soviet Union, Russia tried to keep the region relatively calm, but in 2020 Putin allowed the war to continue until Armenia was defeated, before putting pressure on Aliyev to stop. Three years later, Azerbaijan took what was left of Nagorno-Karabakh while Russian peacekeepers looked on.

    Armenian concern over what it sees as Russian bias towards Azerbaijan has led Yerevan to increasingly turn towards the west. On January 14 2025, a “strategic partnership charter” was signed between Armenia and the US, which includes an economic and defence partnership, but whether the new Trump administration will want to build on, or even ignore, that relationship is not yet clear.

    In what is considered an important symbolic move Armenia is also currently negotiating with Russia over the removal of its Federal Security Service (FSB security service) guards along the Armenian border in an attempt to reduce reliance on Moscow for its security. Armenian prime minister Nikol Pashinyan said in 2024 that the nation would pull out of the Russian-led Collective Security Treaty Organization in another move that signals Armenia’s increasingly fragile relationship with Moscow.

    Will there be a war?

    The EU has meanwhile strengthened relations with Armenia.

    While Azerbaijan may have escaped international fallout over the attack on Nagorno-Karabakh in the autumn of 2020, and over the ethnic cleansing of the enclave’s Armenian population in 2023. But if a new war led to a large-scale attack on Armenia it would unlikely to be ignored by the west.

    Despite the west’s minimal reactions to Azerbaijani incursions across the Armenian border in May 2021 and September 2022, in 2025 there is more international focus on the region and on the potential consequences of ignoring what’s going on around Russia’s borders.

    Although military intervention from the west is unlikely, the possibility of sanctions against Azerbaijan could be enough of an incentive for Aliyev to try to maintain the peace.

    Svante Lundgren does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    – ref. Armenia and Azerbaijan are at loggerheads again – here’s why tensions are rising – https://theconversation.com/armenia-and-azerbaijan-are-at-loggerheads-again-heres-why-tensions-are-rising-247533

    MIL OSI – Global Reports –

  • MIL-OSI Global: Omagh bombing: why a public inquiry is being held more than 25 years after the atrocity

    Source: The Conversation – UK – By Peter John McLoughlin, Lecturer in Politics, Queen’s University Belfast

    The 1998 Good Friday agreement is commonly seen to have ended what were euphemistically termed “the Troubles” in Northern Ireland. However, just four months after the peace accord was signed, an attack on the town of Omagh resulted in the greatest loss of life in any single incident of the conflict.

    The bombing, on August 15 1998, killed 29 people and injured an estimated 220 more. Among those who lost their lives were nine children and a woman who was pregnant with twins.

    A group called “the Real IRA” claimed responsibility for the atrocity. It was one of the so-called “dissident” republican factions which broke away from the mainstream IRA after its political wing, Sinn Féin, turned toward peaceful politics. The Real IRA’s assault on Omagh was clearly intended to derail the Northern Ireland peace process and destroy the Good Friday agreement.

    It could be argued, however, that the bombing had the opposite effect. The atrocity encouraged Northern Ireland’s politicians to come together and redouble their commitment to the peace process.

    Public outcry over the attack also forced the Real IRA to announce a ceasefire. It later returned to violence, but widespread revulsion against the Omagh atrocity would undermine the support base that any dissident republican faction might draw upon.

    Political representatives of the Real IRA and other such groups have never been able to mobilise electoral support in the way that Sinn Féin was able to, in spite of its association with the IRA.

    The Omagh bombing also aided the ability of Sinn Féin leader Gerry Adams and others to steer mainstream republicans towards purely peaceful politics. The atrocity had shown the utter futility of violence.

    Adams’ condemnation of the attack provoked accusations of hypocrisy as he had previously defended IRA violence. Nonetheless, Adams continued to lead republicanism in ways that would cement its commitment to peaceful methods.

    The indiscriminate nature of the Omagh attack also helps explain the galvanising effect that it had on the peace process. People from both sides of the communal divide in Northern Ireland were killed, and from both sides of the Irish border. Two Spanish tourists also died visiting a region which the Good Friday agreement seemed to have made safe.

    The visit of Bill Clinton a month after the attack also brought global attention to Omagh. The US president had first visited Northern Ireland following the paramilitary ceasefires of 1994, receiving a rapturous reception when he turned on the Christmas lights in Belfast.

    But his return was as sombre as his first visit had been joyous. Despite this, the obvious sincerity of Clinton’s words and actions in Omagh would encourage the people and politicians of Northern Ireland to continue their efforts to build a peaceful society.

    Bill and Hillary Clinton visit the site of the Omagh bombing with Tony and Cheri Blair.
    Clinton Digital Library

    Unanswered questions

    More than 25 years on from the attack, they have largely succeeded in this endeavour. However, serious questions remain about the Omagh atrocity. Authorities in both parts of Ireland have been criticised for their response.

    In Northern Ireland, a former policing watchdog has argued that the security services failed to properly act on intelligence that might have prevented the attack.

    In the Irish Republic, where the bomb was constructed, the only person that was ever jailed over the attack would later see his conviction overturned. The latter ruling was also seen to result from the mishandling of evidence, this time by the Irish police.

    This explains why survivors and families of those killed and injured in the Omagh bombing have fought long and hard for an independent investigation into the attack. Neither the British nor the Irish government seemed eager to allow this, but legal action by members of the Omagh families led to a ruling by Belfast’s High Court in July 2021 which found it plausible that the attack might have been prevented by security services. This bolstered support for a public inquiry.

    Finally, in February 2023, the British government acceded and Lord Turnbull, a senior Scottish judge, was appointed to chair the investigation. The Irish government has not followed suit, but has committed to supporting the British inquiry.

    The inquiry officially opened in July of last year, but is only now beginning in earnest with a period of commemorative and personal statement hearings.

    Over four weeks, it will receive testimony from people who were injured, those who responded to the attack, or who were simply witnesses to the atrocity and its aftermath. Each submission will be read by Turnbull, and he has said that they will “inform the direction and approach of the Inquiry”.

    The inquiry begins

    There has, however, been some controversy regarding contributions to the investigation, and specifically that of a former British Army agent who infiltrated republican paramilitaries. This operative took legal action after being refused key status at the inquiry, a role which would have entitled him to make opening and closing statements, and to propose lines of questioning.

    He was instead granted witness status, and the inquiry will naturally be expected to examine evidence relating to information passed on to the police in the time leading up to the bombing.

    As a result, Turnbull has sought to assure those who might doubt the value of the investigation: “My inquiry may be the final opportunity to get to the truth of whether the bombing could have been prevented by the UK state.”

    Survivors and victims’ families will surely hope that this is the last time that that they will have to relive their trauma, and that the end result will indeed establish the truth as to what exactly the authorities knew about the Omagh attack. Then, the families may finally experience some closure, and be able to move on from what remains the deadliest attack in Northern Ireland’s history

    Peter John McLoughlin has received funding in the past from the AHRC, Leverhulme Trust, the Irish Research Council, and the Fulbright Commission. He is a member of Greenpeace.

    – ref. Omagh bombing: why a public inquiry is being held more than 25 years after the atrocity – https://theconversation.com/omagh-bombing-why-a-public-inquiry-is-being-held-more-than-25-years-after-the-atrocity-248192

    MIL OSI – Global Reports –

  • MIL-OSI Security: Nebraska Man Pleads Guilty to Violent Carjackings in Minneapolis

    Source: Office of United States Attorneys

    MINNEAPOLIS – A Nebraska man has pleaded guilty for two violent carjackings, announced Acting U.S. Attorney Lisa D. Kirkpatrick.

    According to court documents, on June 16, 2024, Nathan Mathias Sughroue, 31, approached his first victim and told her to get out of her black Hyundai Elantra. He then reached inside to physically remove her from the vehicle and threatened her with a knife. Shortly afterwards, a Shakopee Police Department officer spotted the black Elantra and attempted a traffic stop by activating his siren, but Sughroue evaded arrest. Sughroue then drove the stolen Elantra to a gas station in Bloomington, Minnesota, where he told his second victim to give him the keys to his Nissan Murano SUV. The second victim refused, and a fight ensued. Sughroue stabbed the second victim multiple times, left him bleeding profusely on the pavement, and drove away in the Nissan Murano.

    Sughroue pleaded guilty to one count of carjacking and one count of carjacking resulting in serious bodily injury in U.S. District Court yesterday before Judge John R. Tunheim. A sentencing hearing will be scheduled at a later date.

    This case is the result of an investigation conducted by the Shakopee Police Department, Robbinsdale Police Department, Minneapolis Police Department, Minnesota State Patrol, and the FBI.

    Assistant U.S. Attorney David M. Classen is prosecuting the case.

    MIL Security OSI –

  • MIL-OSI USA: Former Alabama Jail Administrator Charged with Federal Civil Rights Violation, Falsifying a Report and Making False Statements to Investigators

    Source: US State of California

    A federal grand jury in Montgomery, Alabama, returned an indictment yesterday charging former Crenshaw County Jail Administrator Christian Alexander Porter, 33, with assaulting a handcuffed and compliant inmate at Crenshaw County Jail. Porter was also charged with falsifying a report and making false statements to state and federal investigators.

    The indictment alleges that, on or about Oct. 12, 2021, Porter used unreasonable force on a pre-trial detainee while acting under color of law in violation of the 14th Amendment and falsified a use of force report to cover up his assault of the victim. The indictment also charges Porter with making false statements to state and federal investigators on Nov. 18, 2021, and June 28, 2022, respectively.

    Porter faces maximum penalties of 10 years in prison for the federal civil rights violation, 20 years in prison for falsifying the report and making false statements to state investigators, and five years in prison for making false statements to federal investigators. If convicted, a federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

    Acting Assistant Attorney General Kathleen Wolfe of the Justice Department’s Civil Rights Division, Acting U.S. Attorney Kevin P. Davidson for the Middle District of Alabama and Special Agent in Charge Paul Brown of the FBI Mobile Field Office made the announcement.

    The FBI Mobile Field Office is investigating the case.

    Assistant U.S. Attorney Eric Counts for the Middle District of Alabama and Trial Attorney Lia Rettammel of the Civil Rights Division are prosecuting the case.

    An indictment is merely an allegation. All defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law. 

    MIL OSI USA News –