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  • MIL-OSI: Societe Generale: Third quarter 2024 earnings

    Source: GlobeNewswire (MIL-OSI)

    RESULTS AT 30 SEPTEMBER 2024

    Press release                                                        
    Paris, 31 October 2024

    SOLID BUSINESS PERFORMANCE IN Q3 24,
    GROUP NET INCOME OF EUR 1.4 BILLION

    Revenues of EUR 6.8 billion, up +10.5% vs. Q3 231, driven notably by the strong rebound in net interest income in France, in line with end of year estimate, and by another solid performance of Global Banking and Investor Solutions, in particular in Equities and Transaction Banking

    Strong positive jaws, control of operating expenses, down by -0.8% vs. Q3 23

    Cost-to-income ratio at 63.3% in Q3 24, improved by 7.1 points vs. Q3 23

    Stable cost of risk at 27 basis points in Q3 24

    Profitability (ROTE) at 9.6% vs. 3.8% for Q3 23

    9M 24 NET INCOME UP 53% VS. 9M 23 AT EUR 3.2 BILLION,
    DRIVEN BY THE IMPROVEMENT IN OPERATING PERFORMANCE

    Revenues of EUR 20.2 billion, up +5.3% vs. 9M 23

    Stable operating expenses, +0.1% vs. 9M 23

    Cost-to-income ratio at 68.8%, improved by 3.6 percentage points vs. 9M 23

    Profitability (ROTE) at 7.1% vs. 5.0% for 9M 23

    SOLID CAPITAL AND LIQUIDITY RATIOS

    CET 1 ratio of 13.2%2at end of Q3 24, around 300 basis points above the regulatory requirement

    Liquidity Coverage Ratio at 152% at end of Q3 24

    Distribution provision of EUR 1.663per share at end-September 2024

    DECISIVE EXECUTION OF THE STRATEGIC PLAN

    Capital build-up ahead of Capital Markets Day trajectory

    Continuous improvement in efficiency and profitability

    Reshaping of the business portfolio well underway

    Slawomir Krupa, the Group’s Chief Executive Officer, commented:
    “We are publishing solid quarterly results that continue to show strong improvement. It demonstrates that we are executing our strategic plan which is impacting our results in a positive and tangible way. Our revenues are up thanks to the solid performance of our businesses with a strong rebound of the net interest income in France and another remarkable contribution from Global Banking and Investor Solutions. Operating expenses are stable and cost of risk is contained. We are posting a clear improvement of cost-to-income ratio and profitability, and our capital ratio continues to strengthen.
    For the past year we have been working relentlessly. Our teams are mobilized and we have made progress in three fundamental areas: capital build-up, improvement of profitability, and the reshaping of our business portfolio. We continue to implement our various strategic initiatives such as BoursoBank’s development, LeasePlan’s integration within Ayvens and the acceleration of our contribution to the energy transition. Our goal remains unchanged: a sustainable performance that will create long-term value.”

    1. GROUP CONSOLIDATED RESULTS
    In EURm Q3 24 Q3 23 Change 9M 24 9M 23 Change
    Net banking income 6,837 6,189 +10.5% +11.8%* 20,167 19,147 +5.3% +6.5%*
    Operating expenses (4,327) (4,360) -0.8% -0.3%* (13,877) (13,858) +0.1% +0.5%*
    Gross operating income 2,511 1,829 +37.3% +41.0%* 6,290 5,289 +18.9% +22.4%*
    Net cost of risk (406) (316) +28.4% +30.5%* (1,192) (664) +79.6% +81.0%*
    Operating income 2,105 1,513 +39.1% +43.2%* 5,098 4,625 +10.2% +13.9%*
    Net profits or losses from other assets 21 6 x 3.5 x 3.4* (67) (92) +27.5% +27.3%*
    Income tax (535) (624) -14.3% -12.7%* (1,188) (1,377) -13.7% -11.3%*
    Net income 1,591 563 x 2.8 x 3.0* 3,856 2,836 +35.9% +41.3%*
    O.w. non-controlling interests 224 268 -16.5% -16.1%* 696 774 -10.1% -11.2%*
    Reported Group net income 1,367 295 x 4.6 x 5.1* 3,160 2,062 +53.2% +62.2%*
    ROE 8.4% 0.9%     6.2% 3.6% +0.0% +0.0%*
    ROTE 9.6% 3.8%     7.1% 5.0% +0.0% +0.0%*
    Cost to income 63.3% 70.4%     68.8% 72.4% +0.0% +0.0%*

    Societe Generale’s Board of Directors, which met on 30 October 2024 under the chairmanship of Lorenzo Bini Smaghi, examined Societe Generale Group’s results for Q3 24 and for the first nine months of 2024.

    Net banking income 

    Net banking income stood at EUR 6.8 billion, up by +10.5% vs. Q3 23.

    Revenues of French Retail, Private Banking and Insurance were up by +18.7% vs. Q3 23 and totalled EUR 2.3 billion in Q3 24. Net interest income continued its rebound in Q3 24 (+43% excluding PEL/CEL provision vs. Q3 23), in line with latest estimates, in the context of a still muted loan environment and the pursuit of increasing interest-bearing deposits. Assets under management in the Private Banking and Insurance businesses continued to rise, respectively recording a growth of +8% and +10% in Q3 24 vs. Q3 23. Last, BoursoBank continued its controlled client acquisition, onboarding once again more than 300,000 new clients over the quarter, reaching close to 6.8 million clients at end-September 2024. Likewise, assets under administration rose by over 14% vs. Q3 23. As in Q2 24, BoursoBank posted a positive contribution to Group net income in Q3 24.

    Global Banking and Investor Solutions registered a +4.9% increase in revenues relative to Q3 23. Revenues totalled EUR 2.4 billion over the quarter, still driven by strong dynamics of Global Markets’ and Global Transaction & Payment Services’ activities, with revenues increasing by a respective +7.6% and +9.0% in Q3 24 vs. Q3 23. Within Global Markets, revenues of Equity businesses grew by +10.1%. This is the second best third quarter ever. Fixed income and Currencies also recorded a solid performance, with a +6.1% increase in revenues amid a falling interest rates. Financing and Advisory’s revenues totalled EUR 843 million, stable vs. Q3 23. The commercial momentum in the securitisation businesses remained very solid and the performance of financing activities continued to be good, albeit slower relative to an elevated Q3 23. Likewise, Global Transaction & Payment Services’ activities posted an +9.0% increase in revenues vs. Q3 23, driven by a favourable market environment and sustained commercial development in the cash management and correspondent banking activities.

    Mobility, International Retail Banking and Financial Services’ revenues were down by -5.4% vs. Q3 23 mainly owing to base effects at Ayvens. International Retail Banking recorded a +1.4% increase in revenues vs. Q3 23 to EUR 1.1 billion, driven by favourable momentum across all regions. Mobility and Financial Services’ revenues contracted by -11.4% vs. Q3 23 owing to an unfavourable non-recurring base effect on Ayvens.

    The Corporate Centre recorded revenues of EUR +54 million in Q3 24. They include the booking of exceptional proceeds of approximately EUR 0.3 billion4.

    Over 9M 24, net banking income increased by +5.3% vs. 9M 23.

    Operating expenses 

    Operating expenses came to EUR 4,327 million in Q3 24, down -0.8% vs. Q3 23.

    The cost-to-income ratio stood at 63.3% in Q3 24, a sharp decrease vs. Q3 23 (70.4%) and Q2 24 (68.4%).

    Over 9M 24, operating expenses were stable (+0.1% vs. 9M 23) and the cost-to-income ratio came to 68.8% (vs. 72.4% for 9M 23), which is lower than the 71% target set for FY 2024.

    Cost of risk

    The cost of risk was stable and contained over the quarter at 27 basis points, i.e., EUR 406 million. This comprises a EUR 400 million provision for doubtful loans (around 27 basis points) and a provision on performing loan outstandings for EUR +6 million.

    At end-September 2024, the Group’s provisions on performing loans amounted to EUR 3,122 million, down by a slight EUR -56 million relative to 30 June 2024 notably as per the application of IFRS5 accounting standards on activities under disposal. The EUR -450 million contraction relative to 31 December 2023 is mainly owing to the application of IFRS 5 accounting standards for activities under disposal.

    The gross non-performing loan ratio stood at 2.95%5,6 at 30 September 2024, down vs. end of June 2024 (3.03%). The net coverage ratio on the Group’s non-performing loans stood at 84%7 at 30 September 2024 (after netting of guarantees and collateral).

    Net profits from other assets

    In Q3 24, the Group booked net profit of EUR 21 million driven, on the one hand, by the sale of the headquarters of KB in the Czech Republic and, on the other hand, by the accounting impacts mainly owing to the current sale of assets.

    Group net income

    Group net income stood at EUR 1,367 million in Q3 24, equating to a Return on Tangible Equity (ROTE) of 9.6%.

    Over 9M 24, Group net income came to EUR 3,160 million, equating to a Return on Tangible Equity (ROTE) of 7.1%.

    2.   STRATEGIC PLAN FULLY ON TRACK

    Since announcing its strategic plan in September 2023, the Group has made significant progress in its implementation, the benefits of which are starting to materialise, including on financials aspects. Fundamental milestones have notably been reached in three major areas: capital build-up, the continuous improvement in efficiency and profitability and the reshaping of the business portfolio.

    Regarding the business portfolio, the Group has been proactive in recent months, announcing the disposal of several non-core and non-synergistic assets. These latest divestments not only contribute to simplifying the Group but will also reinforce the capital ratio by around 60 basis points, of which around 15 basis points are expected by year-end.

    At the same time, the Group is preparing the future by investing in our core franchises, as demonstrated by the development of BoursoBank, the integration of LeasePlan in Ayvens, the creation of Bernstein, the partnership with Brookfield, the merger of our networks in France and the digitalization of our networks in the Czech Republic.

    The rollout of our ESG roadmap is also progressing well, particularly on the alignment of our portfolio. The Group has already reduced by more than 50% its upstream Oil & Gas exposure at Q2 24 compared to 20198.

    Last quarter, the Group reached its EUR 300 billion sustainable finance target set between 2022-2025. Societe Generale announces today a new sustainable finance target to facilitate EUR 500 billion over the 2024-2030 period that breaks down as follows:
    – EUR 400 billion in financing and EUR 100 billion in sustainable bonds9
    – EUR 400 billion in environmental activities and EUR 100 billion in social

    A major portion of financing will be for dedicated transactions in clean energy, sustainable real estate, low carbon mobility, and other industry and environmental transition topics.

    3.   THE GROUP’S FINANCIAL STRUCTURE

    At 30 September 2024, the Group’s Common Equity Tier 1 ratio stood at 13.2%10, around 300 basis points above the regulatory requirement. Likewise, the Liquidity Coverage Ratio (LCR) was well ahead of regulatory requirements at 152% at end-September 2024 (156% on average for the quarter), and the Net Stable Funding Ratio (NSFR) stood at 116% at end-September 2024.

    All liquidity and solvency ratios are well above the regulatory requirements.

      30.09.2024 31.12.2023 Requirements
    CET1(1) 13.2% 13.1% 10.22%
    CET1 fully loaded 13.2% 13.1% 10.22%
    Tier 1 ratio (1) 15.5% 15.6% 12.15%
    Total Capital(1) 18.2% 18.2% 14.71%
    Leverage ratio (1) 4.25% 4.25% 3.60%
    TLAC (% RWA)(1) 27.8% 31.9% 22.29%
    TLAC (% leverage)(1) 7.6% 8.7% 6.75%
    MREL (% RWA)(1) 32.2% 33.7% 27.56%
    MREL (% leverage)(1) 8.8% 9.2% 6.23%
    End of period LCR 152% 160% >100%
    Period average LCR 156% 155% >100%
    NSFR 116% 119% >100%
    In EURbn 30.09.2024 31.12.2023
    Total consolidated balance sheet 1,580 1,554
    Group shareholders’ equity 67 66
    Risk-weighted assets 392 389
    O.w. credit risk 331 326
    Total funded balance sheet 948 970
    Customer loans 453 497
    Customer deposits 608 618

    At 11 October 2024, the parent company had issued a total of EUR 38.0 billion in medium/long-term debt, of which EUR 17.5 billion in vanilla notes. The 2024 long-term vanilla funding programme is completed. The subsidiaries had issued EUR 4.6 billion. In all, the Group has issued a total of EUR 42.6 billion.

    The Group is rated by four rating agencies: (i) FitchRatings – long-term rating “A-”, stable outlook, senior preferred debt rating “A”, short-term rating “F1” (ii) Moody’s – long-term rating (senior preferred debt) “A1”, negative outlook, short-term rating “P-1” (iii) R&I – long-term rating (senior preferred debt) “A”, stable outlook; and (iv) S&P Global Ratings – long-term rating (senior preferred debt) “A”, stable outlook, short-term rating “A-1”.
    4.   FRENCH RETAIL, PRIVATE BANKING AND INSURANCE

    In EURm Q3 24 Q3 23 Change 9M 24 9M 23 Change
    Net banking income 2,254 1,900 +18.7% 6,390 6,090 +4.9%
    Net banking income excl. PEL/CEL 2,259 1,895 +19.2% 6,392 6,090 +5.0%
    Operating expenses (1,585) (1,608) -1.4% (4,962) (5,073) -2.2%
    Gross operating income 669 292 x 2.3 1,428 1,017 +40.5%
    Net cost of risk (178) (144) +23.4% (597) (342) +74.7%
    Operating income 491 148 x 3.3 831 675 +23.1%
    Net profits or losses from other assets (1) 0 n/s 7 4 x 2.1
    Reported Group net income 368 109 x 3.4 631 506 +24.8%
    RONE 9.4% 2.8%   5.4% 4.4%  
    Cost to income 70.3% 84.7%   77.7% 83.3%  

    Commercial activity

    SG Network, Private Banking and Insurance 

    Average outstanding deposits of the SG Network amounted to EUR 236 billion in Q3 24, up by +0.6% vs. the previous quarter (-1% vs. Q3 23), with a continued rise in interest-bearing deposits and financial savings.

    The SG Network’s average loan outstandings contracted by -5% vs. Q3 23 to EUR 195 billion. Outstanding loans to corporate and professional clients were stable vs. Q3 23 (excluding government-guaranteed PGE loans), with the share of medium to long-term loans increasing relative to Q2 24. Home loan production continued its recovery (2.4x vs. Q3 23 and +15% vs. Q2 24).

    The average loan to deposit ratio came to 82.5% in Q3 24, down by -3.3 percentage points relative to Q3 23.

    Private Banking activities saw their assets under management11 reach a new record of EUR 154 billion in Q3 24, up by +8% vs. Q3 23. Net gathering stood at EUR 5.9 billion in 9M 24, the net asset gathering pace (net new money divided by AuM) has risen by +5.5% since the start of the year. Net banking income stood at EUR 368 million over the quarter, stable vs. Q3 23. Over 9M 24, net banking income came to EUR 1,121 million, a +1% increase vs. 9M 23.

    Insurance, which covers activities in and outside France, posted a very strong commercial performance. Life insurance outstandings increased sharply by +10% vs. Q3 23 to reach a record EUR 145 billion at end-September 2024. The share of unit-linked products remained high at 40%. Gross life insurance savings inflows amounted to EUR 3.6 billion in Q3 24, up by +35% vs. Q3 23.

    Personal protection and P&C premia were up by +5% vs. Q3 23.

    BoursoBank 

    BoursoBank registered almost 6.8 million clients at end-September 2024, a +27% increase vs. Q3 23 (an increase of around 1.4 million clients year on year). The pace of new client acquisition (around 310,000 new clients in Q3 24) is fully in line with the target of 7 million clients by the end of 2024. BoursoBank can build on an active, loyal and high-quality client base. The brokerage activity registered two million transactions, up by +18% vs. Q3 23. Last, proof of the efficiency of the model and of the very high client satisfaction level, the churn rate has remained low at around 3% and below the market rate.

    Average loan outstandings rose by +4,2% compared to Q3 23, at EUR 15 billion in Q3 24.

    Average outstanding savings including deposits and financial savings were +13.8% higher vs. Q3 23 at EUR 63 billion. Deposits outstanding totalled EUR 38 billion at Q3 24, posting another sharp increase of +16.2% vs. Q3 23. Life insurance outstandings came to EUR 12 billion in Q3 24 and rose by +7.3% vs. Q3 23 (o/w 47% unit-linked products, a +3.3 percentage points increase vs. Q3 23). The activity continued to register strong gross inflows over the quarter (+55% vs. Q3 23, around 53% unit-linked products).

    For the second quarter in a row, BoursoBank recorded a positive contribution to Group net income in Q3 24.

    Net banking income

    Over the quarter, revenues came to EUR 2,254 million, up +19% vs. Q3 23 and up +6% vs Q2 24. Net interest income grew by +43% vs. Q3 23 (excluding PEL/CEL) and +19% (EUR 169 million) vs. Q2 24. Fee income rose by +5.0% relative to Q3 23.

    Over 9M 24 revenues came to EUR 6,390 million, up by +4.9% vs. 9M 23. Net interest income excluding PEL/CEL was up by +15.9% vs. 9M 23. Fee income increased by +1.7% relative to 9M 23.

    Operating expenses

    Over the quarter, operating expenses came to EUR 1,585 million, down -1.4% vs. Q3 23. Operating expenses for Q3 24 include EUR 12 million in transformation costs. The cost-to-income ratio stood at 70.3% for Q3 24, improving by more than +14 percentage points vs. Q3 23.

    Over 9M 24, operating expenses came to EUR 4,962 million (-2.2% vs. 9M 23). The cost-to-income ratio stood at 77.7% and improved by +5.7 percentage points vs. 9M 23.

    Cost of risk

    In Q3 24, the cost of risk amounted to EUR 178 million or 30 basis points stable on Q2 24
    (29 basis points).

    Over 9M 24, the cost of risk totalled EUR 597 million or 34 basis points.

    Group net income

    Over the quarter, Group net income totalled EUR 368 million. RONE stood at 9.4% in Q3 24.

    Over 9M 24, Group net income totalled EUR 631 million. RONE stood at 5.4% in 9M 24.
    5.   GLOBAL BANKING AND INVESTOR SOLUTIONS

    In EUR m Q3 24 Q3 23 Variation 9M 24 9M 23 Change
    Net banking income 2,422 2,309 +4.9% +5.2%* 7,666 7,457 +2.8% +2.8%*
    Operating expenses (1,494) (1,478) +1.1% +1.3%* (4,898) (5,187) -5.6% -5.5%*
    Gross operating income 928 831 +11.6% +12.0%* 2,768 2,270 +21.9% +21.8%*
    Net cost of risk (27) (14) +95.3% x 2.0* (29) 8 n/s n/s
    Operating income 901 817 +10.2% +10.5%* 2,739 2,278 +20.2% +20.0%*
    Reported Group net income 699 645 +8.2% +8.5%* 2,160 1,814 +19.1% +18.8%*
    RONE 18.0% 16.8% +0.0% +0.0%* 19.0% 15.6% +0.0% +0.0%*
    Cost to income 61.7% 64.0% +0.0% +0.0%* 63.9% 69.6% +0.0% +0.0%*

    Net banking income

    Global Banking and Investor Solutions continued to deliver very strong performances, posting revenues of EUR 2,422 million, up +4.9% versus Q3 23.

    Over 9M 24, revenues climbed by +2.8% vs. 9M 23 (EUR 7,666 million vs. EUR 7,457 million).

    Global Markets and Investor Services recorded a rise in revenues over the quarter vs. Q3 23 of +7.6% to EUR 1,579 million. Over 9M 24, revenues totalled EUR 5,063 million, i.e., a +3.1% increase vs. 9M 23. Growth was mainly driven by Global Markets which recorded revenues of EUR 1,410 million in Q3 24, up by +8.6% relative to Q3 23 amid a positive environment that was particularly conducive to Equities. Over 9M 24, revenues totalled EUR 4,553 million, up by +4.5% vs. 9M 23.

    The Equities business again delivered a solid performance, recording revenues of EUR 880 million in Q3 24, up by a strong +10.1% vs. Q3 23, notably on the back of a very good performance from derivatives amid favourable market conditions. This is the second best third quarter ever. Over 9M 24, revenues increased sharply by +12.9% relative to 9M 23 to EUR 2,739 million.

    Fixed Income and Currencies registered a +6.1% increase in revenues to EUR 530 million in Q3 24, notably owing to robust demand for rates and forex flow activities, particularly from US clients. Over 9M 24, revenues decreased by -6.0% to EUR 1,814 million.

    Securities Services’ revenues were up +0.6% versus Q3 23 at EUR 169 million, but increased by +9.9% excluding the impact of equity participations. The business continued to reap the benefit of a positive fee generation trend and robust momentum in private market and fund distribution. Over 9M 24, revenues were down by -8.2%, but rose by +2.1% excluding equity participations. Assets under Custody and Assets under Administration amounted to EUR 4,975 billion and EUR 614 billion, respectively.

    The Financing and Advisory business posted revenues of EUR 843 million, stable versus Q3 23. Over 9M 24, revenues totalled EUR 2,602 million, up by +2.3% vs. 9M 23.

    The Global Banking and Advisory business posted a -3.2% decline in revenues relative to Q3 23. Securitised products again delivered a solid performance and momentum was strong in the distribution activity. Financing activities posted a good performance, albeit down on the high baseline in Q3 23. Investment banking activities turned in resilient performances. Over 9M 24, revenues dipped slightly by -0.3% relative to 9M 23.

    Global Transaction & Payment Services again delivered a very robust performance compared with Q3 23, posting an +9.0% increase in revenues, driven by strong momentum in cash management and the correspondent banking activities. Over 9M 24, revenues grew by +10.1%.

    Operating expenses

    Operating expenses came to EUR 1,494 million over the quarter and included EUR 21 million in transformation costs. Operating expenses rose by +1.1% compared with Q3 23, equating to a cost-to-income ratio of 61.7% in Q3 24.

    Over 9M 24, operating expenses decreased by -5.6% compared with 9M 23 and the cost-to-income ratio came to 63.9%.

    Cost of risk

    Over the quarter, the cost of risk was low at EUR 27 million, or 7 basis points vs. 3 basis points in Q3 23.

    Over 9M 24, the cost of risk was EUR 29 million, or 2 basis points.

    Group net income

    Group net income increased by +8.2% vs. Q3 23 to EUR 699 million. Over 9M 24, Group net income rose sharply by +19.1% to EUR 2,160 million.

    Global Banking and Investor Solutions reported high RONE of 18.0% for the quarter and RONE of 19.0% for 9M 24.

    6.   MOBILITY, INTERNATIONAL RETAIL BANKING AND FINANCIAL SERVICES

    In EURm Q3 24 Q3 23 Change   9M 24 9M 23 Change
    Net banking income 2,108 2,228 -5.4% -2.8%*   6,403 6,491 -1.4% +1.8%*
    Operating expenses (1,221) (1,239) -1.4% +0.3%*   (3,832) (3,479) +10.2% +12.7%*
    Gross operating income 887 989 -10.4% -6.6%*   2,570 3,013 -14.7% -10.9%*
    Net cost of risk (201) (175) +14.9% +18.1%*   (572) (349) +63.7% +65.9%*
    Operating income 685 814 -15.8% -12.0%*   1,998 2,663 -25.0% -21.2%*
    Net profits or losses from other assets 94 1 x 77.0 x 76.7*   98 0 x 375.7 x 304.1
    Non-controlling interests 223 237 -6.1% -3.6%*   623 674 -7.6% -7.8%*
    Reported Group net income 367 377 -2.4% +3.1%*   956 1,325 -27.8% -22.1%*
    RONE 14.1% 14.9%       12.2% 18.6%    
    Cost to income 57.9% 55.6%       59.9% 53.6%    

    (122)()

    Commercial activity

    International Retail Banking

    International Retail Banking1 posted robust commercial momentum in Q3 24, with an increase in loan outstandings of +4.2%* vs. Q3 23 (+1.8%, outstandings of EUR 68 billion in Q3 24) and growth of +4.1%* vs. Q3 23 (+1.2%, outstandings of EUR 83 billion in Q3 24).

    Activity in Europe was solid across client segments for both entities. Loan outstandings increased by +6.0%* vs. Q3 23 (+3.1% at current perimeter and exchange rates, outstandings of EUR 43 billion in Q3 24), driven by home loans and medium and long-term corporate loans in a lower rates environment. Deposit outstandings increased by +4.6%* vs. Q3 23 (+1.9% at current perimeter and exchange rates, outstandings of EUR 55 billion in Q3 24), mainly on interest-bearing products.

    In Africa, Mediterranean Basin and French Overseas Territories, loan outstandings totalled EUR 25 billion in Q3 24 (+1.2%* vs. Q3 23, stable at current perimeter and exchange rates) on back of a +5.6%* rise vs. Q3 23 in sub-Saharan Africa (stable vs. Q3 23 at current perimeter and exchange rates). Deposit outstandings totalled EUR 27 billion at Q3 24. They increased by +3.0%* vs. Q3 23 (stable at current perimeter and exchange rates) across all client segments in Africa.

    Mobility and Financial Services

    Overall, Mobility and Financial Services maintained a good commercial performance.

    Ayvens’ earning assets totalled EUR 53.1 billion at end-September 2024, a +5.8% increase vs.                                end-September 2023.

    The Consumer Finance business posted loans outstanding of EUR 23 billion for Q3 24, down -4.5% vs. Q3 23 in a still uncertain environment.

    Equipment Finance posted outstandings of EUR 15 billion in Q3 24, the same level as in Q3 23.

    Net banking income

    Over the quarter, Mobility, International Retail Banking and Financial Services’ revenues totalled EUR 2,108 million, a decrease of -2.8%* vs. Q3 23 (-5.4% at current perimeter and exchange rates).

    Over 9M 24, revenues came to EUR 6,403 million, up slightly by +1.8%* vs. 9M 23 (-1.4% at current perimeter and exchange rates).

    International Retail Banking recorded a solid performance over the quarter, with a net banking income of EUR 1,058 million, up by +5.1%* vs. Q3 23 (+1.4% at current perimeter and exchange rates). Over 9M 24, revenues totalled EUR 3,131 million, a +4.0%* increase vs. 9M 23 (stable at current perimeter and exchange rates).

    Europe recorded revenues of EUR 506 million in Q3 24, an increase for both entities (+3.0%* vs. Q3 23, stable at current perimeter and exchange rates).

    The Africa, Mediterranean Basin and French Overseas Territories region continued to post robust commercial momentum with revenues of EUR 552 million in Q3 24. These increased by +7.2%* vs. Q3 23 (+2.8% at current perimeter and exchange rates), driven by a significant rise in net interest income in Africa (+10.5%* vs. Q3 23).

    In Q3 24, Mobility and Financial Services’ revenues decreased by -11.4% vs. Q3 23 to EUR 1,049 million. Over the first nine months of 2024, they contracted by -2.9% to EUR 3,271 million.

    Ayvens’ net banking income stood at EUR 732 million, a decrease of -14,8% in Q3 24 vs. Q3 23 and of
    -4,0% restated from non-recurring items13. The amount of underlying margins was stable vs. Q3 23 at around EUR 690 million1. The average used car sale result per vehicle (UCS) continued to normalise but remained at a high level of EUR 1,4201 per unit in Q3 24 vs. EUR 1,4801 in Q2 24.

    Consumer Finance activities, down by -3.5% vs. Q3 23, have stabilised since Q2 24 with the business posting net banking income of EUR 218 million in Q3 24. Equipment Finance revenues were also stable vs. Q3 23 (EUR 99 million in Q3 24).

    Operating expenses

    Over the quarter, operating expenses were stable (+0.3%* vs. Q3 23, -1.4%) at EUR 1,221 million and included EUR 29 million in transformation costs. The cost-to-income ratio came to 57.9% in Q3 24.

    Over 9M 24, operating expenses totalled EUR 3,832 million, up +12.7%* vs. 9M 23 (+10.2% at current perimeter and exchange rates). They include around EUR 148 million of transformation charges.

    In a context of a strong transformation, International Retail Banking costs rose by +3.4%* vs. Q3 23 (stable at current perimeter and exchange rates, EUR 567 million in Q3 24), notably due to the impact of a new banking tax in Romania which entered into force in January 2024.

    The Mobility and Financial Services business recorded a decrease in operating expenses compared to Q3 23 (-2.4% vs. Q3 23, EUR 654 million in Q3 24).

    Cost of risk

    Over the quarter, the cost of risk normalised at 48 basis points (or EUR 201 million).

    Over 9M 24, the cost of risk stood at 45 basis points vs. 32 basis points in 9M 23.

    Group net income

    Over the quarter, Group net income came to EUR 367 million, down -2.4% vs. Q3 23. RONE stood at 14.1% in Q3 24. RONE was 21.4% for International Retail Banking (positive impact on Group net income of around EUR 40 million related to the sale of KB head office premises), and 9.2% in Mobility and Financial Services in Q3 24.

    Over 9M 24, Group net income came to EUR 956 million, down by -27.8% vs. 9M 23. RONE stood at 12.2% for 9M 24. RONE was 16.4% in International Retail Banking, and 9.5% in Mobility and Financial Services in 9M 24.
    7.   CORPORATE CENTRE

    In EURm Q3 24 Q3 23 Change 9M 24 9M 23 Change
    Net banking income 54 (249) n/s n/s (291) (891) +67.3% +67.8%*
    Operating expenses (27) (35) -22.8% -25.8%* (185) (119) +55.2% +48.2%*
    Gross operating income 27 (283) n/s n/s (476) (1,010) +52.9% +54.2%*
    Net cost of risk 1 17 +95.9% +95.9%* 6 19 +70.6% +70.6%*
    Net profits or losses from other assets (73) 4 n/s n/s (172) (96) -78.9% -79.1%*
    Income tax (26) (214) -87.7% -87.5%* 118 (85) n/s n/s
    Reported Group net income (67) (836) +92.0% +92.2%* (587) (1,582) +62.9% +63.7%*

    The Corporate Centre includes:

    • the property management of the Group’s head office,
    • the Group’s equity portfolio,
    • the Treasury function for the Group,
    • certain costs related to cross-functional projects, as well as several costs incurred by the Group that are not re-invoiced to the businesses.

    Net banking income

    Over the quarter, the Corporate Centre’s net banking income totalled EUR +54 million vs.  EUR -249 million in Q3 23. It includes the booking of exceptional proceeds received of approximately EUR 0.3 billion14.

    Operating expenses

    Over the quarter, operating expenses totalled EUR 27 million vs. EUR 35 million in Q3 23.

    Net losses from other assets

    Pursuant notably to the application of IFRS 5, the Group booked in Q3 24 various impacts from ongoing disposals of assets.

    Group net income

    Over the quarter, the Corporate Centre’s Group net income totalled EUR -67 million vs. EUR -836 million in Q3 23.

    8.   2024 AND 2025 FINANCIAL CALENDAR

    2024 and 2025 Financial communication calendar
    February 6th, 2025 Fourth quarter and full year 2024 results
    April 30th, 2025 First quarter 2025 results
    May 20th, 2025 2024 Combined General Meeting
    The Alternative Performance Measures, notably the notions of net banking income for the pillars, operating expenses, cost of risk in basis points, ROE, ROTE, RONE, net assets and tangible net assets are presented in the methodology notes, as are the principles for the presentation of prudential ratios.

    This document contains forward-looking statements relating to the targets and strategies of the Societe Generale Group.

    These forward-looking statements are based on a series of assumptions, both general and specific, in particular the application of accounting principles and methods in accordance with IFRS (International Financial Reporting Standards) as adopted in the European Union, as well as the application of existing prudential regulations.

    These forward-looking statements have also been developed from scenarios based on a number of economic assumptions in the context of a given competitive and regulatory environment. The Group may be unable to:

    – anticipate all the risks, uncertainties or other factors likely to affect its business and to appraise their potential consequences;

    – evaluate the extent to which the occurrence of a risk or a combination of risks could cause actual results to differ materially from those provided in this document and the related presentation.

    Therefore, although Societe Generale believes that these statements are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, including matters not yet known to it or its management or not currently considered material, and there can be no assurance that anticipated events will occur or that the objectives set out will actually be achieved. Important factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements include, among others, overall trends in general economic activity and in Societe Generale’s markets in particular, regulatory and prudential changes, and the success of Societe Generale’s strategic, operating and financial initiatives.

    More detailed information on the potential risks that could affect Societe Generale’s financial results can be found in the section “Risk Factors” in our Universal Registration Document filed with the French Autorité des Marchés Financiers (which is available on https://investors.societegenerale.com/en).

    Investors are advised to take into account factors of uncertainty and risk likely to impact the operations of the Group when considering the information contained in such forward-looking statements. Other than as required by applicable law, Societe Generale does not undertake any obligation to update or revise any forward-looking information or statements. Unless otherwise specified, the sources for the business rankings and market positions are internal.

    9.   APPENDIX 1: FINANCIAL DATA

    GROUP NET INCOME BY CORE BUSINESS

    In EURm Q3 24 Q3 23 Variation 9M 24 9M 23 Variation
    French Retail, Private Banking and Insurance 368 109 x 3.4 631 506 +24.8%
    Global Banking and Investor Solutions 699 645 +8.2% 2,160 1,814 +19.1%
    Mobility, International Retail Banking & Financial Services 367 377 -2.4% 956 1,325 -27.8%
    Core Businesses 1,434 1,131 +26.7% 3,747 3,644 +2.8%
    Corporate Centre (67) (836) +92.0% (587) (1,582) +62.9%
    Group 1,367 295 x 4.6 3,160 2,062 +53.2%

    MAIN EXCEPTIONAL ITEMS

    In EURm Q3 24 Q3 23 9M 24 9M 23
    Net Banking Income – Total exceptional items 287 0 287 (240)
    One-off legacy items – Corporate Centre 0 0 0 (240)
    Exceptional proceeds received – Corporate Centre 287 0 287 0
             
    Operating expenses – Total one-off items and transformation charges (62) (145) (538) (662)
    Transformation charges (62) (145) (538) (627)
    Of which French Retail, Private Banking and Insurance (12) (46) (139) (330)
    Of which Global Banking & Investor Solutions (21) (41) (204) (102)
    Of which Mobility, International Retail Banking & Financial Services (29) (58) (148) (195)
    Of which Corporate Centre 0 0 (47) 0
    One-off items 0 0 0 (35)
    Of which French Retail, Private Banking and Insurance 0 0 0 60
    Of which Global Banking & Investor Solutions 0 0 0 (95)
             
    Other one-off items – Total 13 (625) 13 (704)
    Net profits or losses from other assets 13 (17) 13 (96)
    Of which Mobility, International Retail Banking and Financial Services 86 0 86 0
    Of which Corporate Centre (73) (17) (73) (96)
    Goodwill impairment – Corporate Centre 0 (338) 0 (338)
    Provision of Deferred Tax Assets – Corporate Centre 0 (270) 0 (270)

    CONSOLIDATED BALANCE SHEET

    In EUR m   30.09.2024 31.12.2023
    Cash, due from central banks   199,140 223,048
    Financial assets at fair value through profit or loss   528,259 495,882
    Hedging derivatives   8,265 10,585
    Financial assets at fair value through other comprehensive income   93,795 90,894
    Securities at amortised cost   29,908 28,147
    Due from banks at amortised cost   87,153 77,879
    Customer loans at amortised cost   446,576 485,449
    Revaluation differences on portfolios hedged against interest rate risk   (330) (433)
    Insurance and reinsurance contracts assets   438 459
    Tax assets   4,535 4,717
    Other assets   75,523 69,765
    Non-current assets held for sale   39,940 1,763
    Investments accounted for using the equity method   384 227
    Tangible and intangible fixed assets   60,970 60,714
    Goodwill   5,031 4,949
    Total   1,579,587 1,554,045
    In EUR m   30.09.2024 31.12.2023
    Due to central banks   10,134 9,718
    Financial liabilities at fair value through profit or loss   391,788 375,584
    Hedging derivatives   14,621 18,708
    Debt securities issued   162,997 160,506
    Due to banks   105,320 117,847
    Customer deposits   526,100 541,677
    Revaluation differences on portfolios hedged

    against interest rate risk

    		   (5,074) (5,857)
    Tax liabilities   2,516 2,402
    Other liabilities   93,909 93,658
    Non-current liabilities held for sale   29,802 1,703
    Insurance contracts related liabilities   150,295 141,723
    Provisions   3,954 4,235
    Subordinated debts   15,985 15,894
    Total liabilities   1,502,347 1,477,798
    Shareholder’s equity   – –
    Shareholders’ equity, Group share   – –
    Issued common stocks and capital reserves   21,166 21,186
    Other equity instruments   8,918 8,924
    Retained earnings   34,074 32,891
    Net income   3,160 2,493
    Sub-total   67,318 65,494
    Unrealised or deferred capital gains and losses   128 481
    Sub-total equity, Group share   67,446 65,975
    Non-controlling interests   9,794 10,272
    Total equity   77,240 76,247
    Total   1,579,587 1,554,045

    10.    APPENDIX 2: METHODOLOGY

    1 –The financial information presented for the third quarter and nine-month 2024 was examined by the Board of Directors on October 30th, 2024 and has been prepared in accordance with IFRS as adopted in the European Union and applicable at that date. This information has not been audited.

    2 – Net banking income

    The pillars’ net banking income is defined on page 42 of Societe Generale’s 2024 Universal Registration Document. The terms “Revenues” or “Net Banking Income” are used interchangeably. They provide a normalised measure of each pillar’s net banking income taking into account the normative capital mobilised for its activity.

    3 – Operating expenses

    Operating expenses correspond to the “Operating Expenses” as presented in note 5 to the Group’s consolidated financial statements as at December 31st, 2023. The term “costs” is also used to refer to Operating Expenses. The Cost/Income Ratio is defined on page 42 of Societe Generale’s 2024 Universal Registration Document.

    4 – Cost of risk in basis points, coverage ratio for doubtful outstandings

    The cost of risk is defined on pages 43 and 770 of Societe Generale’s 2024 Universal Registration Document. This indicator makes it possible to assess the level of risk of each of the pillars as a percentage of balance sheet loan commitments, including operating leases.

    In EURm   Q3 24 Q3 23 9M 24 9M 23
    French Retail, Private Banking and Insurance Net Cost Of Risk 178 144 597 342
    Gross loan Outstandings 234,420 243,740 236,286 248,757
    Cost of Risk in bp 30 24 34 18
    Global Banking and Investor Solutions Net Cost Of Risk 27 14 29 (8)
    Gross loan Outstandings 163,160 167,057 163,482 170,165
    Cost of Risk in bp 7 3 2 (1)
    Mobility, International Retail Banking & Financial Services Net Cost Of Risk 201 175 572 349
    Gross loan Outstandings 168,182 162,873 167,680 145,227
    Cost of Risk in bp 48 43 45 32
    Corporate Centre Net Cost Of Risk (1) (17) (6) (19)
    Gross loan Outstandings 25,121 22,681 24,356 19,364
    Cost of Risk in bp (1) (31) (3) (13)
    Societe Generale Group Net Cost Of Risk 406 316 1,192 664
    Gross loan Outstandings 590,882 596,350 591,804 583,512
    Cost of Risk in bp 27 21 27 15

    The gross coverage ratio for doubtful outstandings is calculated as the ratio of provisions recognised in respect of the credit risk to gross outstandings identified as in default within the meaning of the regulations, without taking account of any guarantees provided. This coverage ratio measures the maximum residual risk associated with outstandings in default (“doubtful”).

    5 – ROE, ROTE, RONE

    The notions of ROE (Return on Equity) and ROTE (Return on Tangible Equity), as well as their calculation methodology, are specified on pages 43 and 44 of Societe Generale’s 2024 Universal Registration Document. This measure makes it possible to assess Societe Generale’s return on equity and return on tangible equity.
    RONE (Return on Normative Equity) determines the return on average normative equity allocated to the Group’s businesses, according to the principles presented on page 44 of Societe Generale’s 2024 Universal Registration Document.
    Group net income used for the ratio numerator is the accounting Group net income adjusted for “Interest paid and payable to holders if deeply subordinated notes and undated subordinated notes, issue premium amortisation”. For ROTE, income is also restated for goodwill impairment.
    Details of the corrections made to the accounting equity in order to calculate ROE and ROTE for the period are given in the table below:

    ROTE calculation: calculation methodology

    End of period (in EURm) Q3 24 Q3 23 9M 24 9M 23
    Shareholders’ equity Group share 67,446 68,077 67,446 68,077
    Deeply subordinated and undated subordinated notes (8,955) (11,054) (8,955) (11,054)
    Interest payable to holders of deeply & undated subordinated notes, issue premium amortisation(1) (45) (102) (45) (102)
    OCI excluding conversion reserves 560 853 560 853
    Distribution provision(2) (1,319) (1,059) (1,319) (1,059)
    Distribution N-1 to be paid – – – –
    ROE equity end-of-period 57,687 56,715 57,687 56,715
    Average ROE equity 57,368 56,572 56,896 56,326
    Average Goodwill(3) (4,160) (4,279) (4,079) (3,991)
    Average Intangible Assets (2,906) (3,390) (2,933) (3,128)
    Average ROTE equity 50,302 48,903 49,884 49,207
             
    Group net Income 1,367 295 3,160 2,063
    Interest paid and payable to holders of deeply subordinated notes and undated subordinated notes, issue premium amortisation (165) (165) (521) (544)
    Cancellation of goodwill impairment – 338 – 338
    Adjusted Group net Income 1,202 468 2,639 1,858
    ROTE 9.6% 3.8% 7.1% 5.0%

    151617

    RONE calculation: Average capital allocated to Core Businesses (in EURm)

    In EURm Q3 24 Q3 23 Change 9M 24 9M 23 Change
    French Retail , Private Banking and Insurance 15,695 15,564 +0.8% 15,602 15,457 +0.9%
    Global Banking and Investor Solutions 15,490 15,324 +1.1% 15,149 15,485 -2.2%
    Mobility, International Retail Banking & Financial Services 10,433 10,136 +2.9% 10,425 9,505 +9.7%
    Core Businesses 41,618 41,024 +1.4% 41,177 40,448 +1.8%
    Corporate Center 15,750 15,548 +1.3% 15,719 15,878 -1.0%
    Group 57,368 56,572 +1.4% 56,896 56,326 +1.0%

    6 – Net assets and tangible net assets

    Net assets and tangible net assets are defined in the methodology, page 45 of the Group’s 2024 Universal Registration Document. The items used to calculate them are presented below:
    1819

    End of period (in EURm) 9M 24 H1 24 2023
    Shareholders’ equity Group share 67,446 66,829 65,975
    Deeply subordinated and undated subordinated notes (8,955) (9,747) (9,095)
    Interest of deeply & undated subordinated notes, issue premium amortisation(1) (45) (19) (21)
    Book value of own shares in trading portfolio 97 96 36
    Net Asset Value 58,543 57,159 56,895
    Goodwill(2) (4,178) (4,143) (4,008)
    Intangible Assets (2,895) (2,917) (2,954)
    Net Tangible Asset Value 51,471 50,099 49,933
           
    Number of shares used to calculate NAPS(3) 796,498 787,442 796,244
    Net Asset Value per Share 73.5 72.6 71.5
    Net Tangible Asset Value per Share 64.6 63.6 62.7

    7 – Calculation of Earnings Per Share (EPS)

    The EPS published by Societe Generale is calculated according to the rules defined by the IAS 33 standard (see page 44 of Societe Generale’s 2024 Universal Registration Document). The corrections made to Group net income in order to calculate EPS correspond to the restatements carried out for the calculation of ROE and ROTE.
    The calculation of Earnings Per Share is described in the following table:

    Average number of shares (thousands) 9M 24 H1 24 2023
    Existing shares 802,314 802,980 818,008
    Deductions      
    Shares allocated to cover stock option plans and free shares awarded to staff 4,548 4,791 6,802
    Other own shares and treasury shares 2,930 3,907 11,891
    Number of shares used to calculate EPS(4) 794,836 794,282 799,315
    Group net Income (in EUR m) 3,160 1,793 2,493
    Interest on deeply subordinated notes and undated subordinated notes (in EUR m) (521) (356) (759)
    Adjusted Group net income (in EUR m) 2,638 1,437 1,735
    EPS (in EUR) 3.32 1.81 2.17

    20
    8 – The Societe Generale Group’s Common Equity Tier 1 capital is calculated in accordance with applicable CRR2/CRD5 rules. The fully loaded solvency ratios are presented pro forma for current earnings, net of dividends, for the current financial year, unless specified otherwise. When there is reference to phased-in ratios, these do not include the earnings for the current financial year, unless specified otherwise. The leverage ratio is also calculated according to applicable CRR2/CRD5 rules including the phased-in following the same rationale as solvency ratios.

    9 – Funded balance sheet, loan to deposit ratio

    The funded balance sheet is based on the Group financial statements. It is obtained in two steps:

    • A first step aiming at reclassifying the items of the financial statements into aggregates allowing for a more economic reading of the balance sheet. Main reclassifications:

    Insurance: grouping of the accounting items related to insurance within a single aggregate in both assets and liabilities.
    Customer loans: include outstanding loans with customers (net of provisions and write-downs, including net lease financing outstanding and transactions at fair value through profit and loss); excludes financial assets reclassified under loans and receivables in accordance with the conditions stipulated by IFRS 9 (these positions have been reclassified in their original lines).
    Wholesale funding: Includes interbank liabilities and debt securities issued. Financing transactions have been allocated to medium/long-term resources and short-term resources based on the maturity of outstanding, more or less than one year.
    Reclassification under customer deposits of the share of issues placed by French Retail Banking networks (recorded in medium/long-term financing), and certain transactions carried out with counterparties equivalent to customer deposits (previously included in short term financing).
    Deduction from customer deposits and reintegration into short-term financing of certain transactions equivalent to market resources.

    • A second step aiming at excluding the contribution of insurance subsidiaries, and netting derivatives, repurchase agreements, securities borrowing/lending, accruals and “due to central banks”.

    The Group loan/deposit ratio is determined as the division of the customer loans by customer deposits as presented in the funded balance sheet.

    NB (1) The sum of values contained in the tables and analyses may differ slightly from the total reported due to rounding rules.
    (2) All the information on the results for the period (notably: press release, downloadable data, presentation slides and supplement) is available on Societe Generale’s website www.societegenerale.com in the “Investor” section.

    Societe Generale

    Societe Generale is a top tier European Bank with more than 126,000 employees serving about 25 million clients in 65 countries across the world. We have been supporting the development of our economies for nearly 160 years, providing our corporate, institutional, and individual clients with a wide array of value-added advisory and financial solutions. Our long-lasting and trusted relationships with the clients, our cutting-edge expertise, our unique innovation, our ESG capabilities and leading franchises are part of our DNA and serve our most essential objective – to deliver sustainable value creation for all our stakeholders.

    The Group runs three complementary sets of businesses, embedding ESG offerings for all its clients:

    • French Retail, Private Banking and Insurance, with leading retail bank SG and insurance franchise, premium private banking services, and the leading digital bank BoursoBank.
    • Global Banking and Investor Solutions, a top tier wholesale bank offering tailored-made solutions with distinctive global leadership in equity derivatives, structured finance and ESG.
    • Mobility, International Retail Banking and Financial Services, comprising well-established universal banks (in Czech Republic, Romania and several African countries), Ayvens (the new ALD I LeasePlan brand), a global player in sustainable mobility, as well as specialized financing activities.

    Committed to building together with its clients a better and sustainable future, Societe Generale aims to be a leading partner in the environmental transition and sustainability overall. The Group is included in the principal socially responsible investment indices: DJSI (Europe), FTSE4Good (Global and Europe), Bloomberg Gender-Equality Index, Refinitiv Diversity and Inclusion Index, Euronext Vigeo (Europe and Eurozone), STOXX Global ESG Leaders indexes, and the MSCI Low Carbon Leaders Index (World and Europe).

    For more information, you can follow us on Twitter/X @societegenerale or visit our website societegenerale.com. or visit our website societegenerale.com.

    Asterisks* in the document refer to data at constant perimeter and exchange rates
    1 +5.8% excluding exceptional proceeds recorded in Corporate Centre (~EUR 0.3bn)
    2 Including IFRS 9 phasing, proforma including Q3 24 results
    3 Based on a pay-out ratio of 50% of the Group net income, at the high-end of the 40%-50% pay-out ratio, as per regulation, restated from non-cash items and after deduction of interest on deeply subordinated notes and undated subordinated notes
    4 As stated in Q2 24 results press release
    5 Ratio calculated according to European Banking Authority (EBA) methodology published on 16 July 2019
    6 Ratio excluding loans outstanding of companies currently being disposed of in compliance with IFRS 5
    7 Ratio of S3 provisions, guarantees and collaterals over gross outstanding non-performing loans
    8 Target: -80% upstream exposure reduction by 2030 vs. 2019, with an intermediary step in 2025 at -50% vs. 2019
    9 Only the Societe Generale participation is taken into account
    10 Including IFRS 9 phasing, proforma including Q3 24 results
    11 France and International, including Switzerland and United Kingdom
    1 Including entities reported under IFRS 5
    1 Excluding non-recurring items on either margins or UCS (mainly linked to fleet revaluation at EUR 114m in Q3 23 vs EUR 0m in Q3 24, the net impact related to prospective depreciation and Purchase Price Allocation for ~EUR 35m vs. Q3 23, hyperinflation in Turkey at EUR 46m in Q3 23 vs. EUR 10m in Q3 24 and MtM of derivatives at EUR -82m in Q3 23 vs. EUR -55m in Q3 24)
    14 As stated in Q2 24 results press release
    15 Interest net of tax
    16 The dividend to be paid is calculated based on a pay-out ratio of 50%, restated from non-cash items and after deduction of interest on deeply subordinated notes and on undated subordinated notes
    17 Excluding goodwill arising from non-controlling interests
    18 Interest net of tax
    19 Excluding goodwill arising from non-controlling interests
    20 The number of shares considered is the number of ordinary shares outstanding at end of period, excluding treasury shares and buybacks, but including the trading shares held by the Group (expressed in thousand of shares)
    4 The number of shares considered is the average number of ordinary shares outstanding during the period, excluding treasury shares and buybacks, but including the trading shares held by the Group.

    Attachment

    The MIL Network –

  • MIL-OSI: SHELL PLC 3rd QUARTER 2024 UNAUDITED RESULTS

    Source: GlobeNewswire (MIL-OSI)

                                 
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS    		        
                                                         
     
    SUMMARY OF UNAUDITED RESULTS
    Quarters $ million   Nine months
    Q3 2024 Q2 2024 Q3 2023 %¹   Reference 2024 2023 %
    4,291    3,517    7,044    +22 Income/(loss) attributable to Shell plc shareholders   15,166    18,887    -20
    6,028    6,293    6,224    -4 Adjusted Earnings A 20,055    20,944    -4
    16,005    16,806    16,336    -5 Adjusted EBITDA A 51,523    52,204    -1
    14,684    13,508    12,332    +9 Cash flow from operating activities   41,522    41,622    —
    (3,857)   (3,338)   (4,827)     Cash flow from investing activities   (10,723)   (12,080)    
    10,827    10,170    7,505      Free cash flow G 30,799    29,542     
    4,950    4,719    5,649      Cash capital expenditure C 14,161    17,280     
    9,570    8,950    10,097    +7 Operating expenses F 27,517    29,062    -5
    8,864    8,651    9,735    +2 Underlying operating expenses F 26,569    28,635    -7
    12.8% 12.8% 13.9%   ROACE2 D 12.8% 13.9%  
    76,613    75,468    82,147      Total debt E 76,613    82,147     
    35,234    38,314    40,470      Net debt E 35,234    40,470     
    15.7% 17.0% 17.3%   Gearing E 15.7% 17.3%  
    2,801    2,817    2,706    -1 Oil and gas production available for sale (thousand boe/d)   2,843    2,779    +2
    0.69    0.55    1.06 +25 Basic earnings per share ($)   2.39    2.78    -14
    0.96    0.99    0.93    -3 Adjusted Earnings per share ($) B 3.16    3.08    +3
    0.3440    0.3440    0.3310    — Dividend per share ($)   1.0320    0.9495    +9

    1.Q3 on Q2 change

    2.Effective first quarter 2024, the definition has been amended and comparative information has been revised. See Reference D.

    Quarter Analysis1

    Income attributable to Shell plc shareholders, compared with the second quarter 2024, reflected lower refining margins, lower realised oil prices and higher operating expenses partly offset by favourable tax movements, and higher Integrated Gas volumes.

    Third quarter 2024 income attributable to Shell plc shareholders also included unfavourable movements relating to an accounting mismatch due to fair value accounting of commodity derivatives, charges related to redundancy and restructuring, and net impairment charges and reversals. These items are included in identified items amounting to a net loss of $1.3 billion in the quarter. This compares with identified items in the second quarter 2024 which amounted to a net loss of $2.7 billion.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as income attributable to Shell plc shareholders and adjusted for the above identified items and the cost of supplies adjustment of positive $0.5 billion.

    Cash flow from operating activities for the third quarter 2024 was $14.7 billion, and primarily driven by Adjusted EBITDA, and working capital inflows of $2.7 billion partly offset by tax payments of $3.0 billion. The working capital inflow mainly reflected inventory movements due to lower oil prices and lower volumes.

    Cash flow from investing activities for the quarter was an outflow of $3.9 billion, and included cash capital expenditure of $4.9 billion.

    Net debt and Gearing: At the end of the third quarter 2024, net debt was $35.2 billion, compared with $38.3 billion at the end of the second quarter 2024, mainly reflecting free cash flow, partly offset by share buybacks, cash dividends paid to Shell plc shareholders, lease additions and interest payments. Gearing was 15.7% at the end of the third quarter 2024, compared with 17.0% at the end of the second quarter 2024, mainly driven by lower net debt.

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS

    Shareholder distributions

    Total shareholder distributions in the quarter amounted to $5.7 billion comprising repurchases of shares of $3.5 billion and cash dividends paid to Shell plc shareholders of $2.2 billion. Dividends declared to Shell plc shareholders for the third quarter 2024 amount to $0.3440 per share. Shell has now completed $3.5 billion of share buybacks announced in the second quarter 2024 results announcement. Today, Shell announces a share buyback programme of $3.5 billion which is expected to be completed by the fourth quarter 2024 results announcement.

    Nine Months Analysis1

    Income attributable to Shell plc shareholders, compared with the first nine months 2023, reflected lower refining margins, lower LNG trading and optimisation margins, lower realised LNG and gas prices as well as lower trading and optimisation margins of power and pipeline gas in Renewables and Energy Solutions, partly offset by lower operating expenses, higher Marketing margins and volumes, higher realised Chemicals margins, and higher Integrated Gas and Upstream volumes.

    First nine months 2024 income attributable to Shell plc shareholders also included net impairment charges and reversals, reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures, unfavourable movements relating to an accounting mismatch due to fair value accounting of commodity derivatives, and charges related to redundancy and restructuring, partly offset by favourable differences in exchange rates and inflationary adjustments on deferred tax. These charges, reclassifications and movements are included in identified items amounting to a net loss of $4.6 billion. This compares with identified items in the first nine months 2023 which amounted to a net loss of $2.2 billion.

    Adjusted Earnings and Adjusted EBITDA2 for the first nine months 2024 were driven by the same factors as income attributable to Shell plc shareholders and adjusted for identified items and the cost of supplies adjustment of positive $0.3 billion.

    Cash flow from operating activities for the first nine months 2024 was $41.5 billion, and primarily driven by Adjusted EBITDA, the timing impact of payments relating to emission certificates and biofuel programmes of $1.2 billion and cash inflows relating to commodity derivatives of $1.2 billion, partly offset by tax payments of $9.1 billion, and working capital outflow of $0.3 billion.

    Cash flow from investing activities for the first nine months 2024 was an outflow of $10.7 billion and included cash capital expenditure of $14.2 billion, partly offset by divestment proceeds of $2.0 billion, and interest received of $1.8 billion.

    This Unaudited Condensed Interim Financial Report, together with supplementary financial and operational disclosure for this quarter, is available at www.shell.com/investors 3 .

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

    3.Not incorporated by reference.

    THIRD QUARTER 2024 PORTFOLIO DEVELOPMENTS

    Integrated Gas

    In July 2024, we announced the final investment decision (FID) on the Manatee project, an undeveloped gas field in the East Coast Marine Area (ECMA) in Trinidad and Tobago.

    In July 2024, we signed an agreement to invest in the Abu Dhabi National Oil Company’s (ADNOC) Ruwais LNG project in Abu Dhabi through a 10% participating interest. The Ruwais LNG project will consist of two 4.8 mtpa LNG liquefaction trains with a total capacity of 9.6 mtpa.

    In August 2024, Arrow Energy, an incorporated joint venture between Shell (50%) and PetroChina (50%), announced plans to develop Phase 2 of Arrow Energy’s Surat Gas Project in Queensland, Australia. The gas from the project will flow to the Shell-operated QCLNG LNG (joint venture between Shell (73.75%), CNOOC (25%) and MidOcean Energy (1.25%)) facility on Curtis Island, near Gladstone.

    Upstream

    In July 2024, the operator of the Jerun field in Malaysia, SapuraOMV Upstream Sdn Bhd, announced that first gas has been achieved. Jerun is operated by SapuraOMV Upstream (40%) in partnership with Sarawak Shell Berhad (30%) and PETRONAS Carigali Sdn Bhd (30%).

    In August 2024, we announced the FID on a ‘waterflood’ project at our Vito asset in the US Gulf of Mexico. Water will be injected into the reservoir formation to displace additional oil.

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    3rd QUARTER 2024 UNAUDITED RESULTS

    Marketing

    In July 2024, we announced that we are temporarily pausing on-site construction work at our 820,000 tonnes a year biofuels facility at the Shell Energy and Chemicals Park Rotterdam in the Netherlands to address project delivery and ensure future competitiveness given current market conditions.

    Renewables and Energy Solutions

    In October 2024, we signed an agreement to acquire a 100% equity stake in RISEC Holdings, LLC (RISEC), which owns a 609-megawatt (MW) two-unit combined-cycle gas turbine power plant in Rhode Island, USA. The transaction is subject to regulatory approvals and is expected to close in the first quarter 2025.

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    PERFORMANCE BY SEGMENT

                                                         
     
    INTEGRATED GAS        
    Quarters $ million   Nine months
    Q3 2024 Q2 2024 Q3 2023 %¹   Reference 2024 2023 %
    2,631    2,454    2,156    +7 Segment earnings   7,846    5,325    +47
    (240)   (220)   (375)     Of which: Identified items A (1,379)   (4,625)    
    2,871    2,675    2,531    +7 Adjusted Earnings A 9,225    9,951    -7
    5,234    5,039    4,874    +4 Adjusted EBITDA A 16,410    17,189    -5
    3,623    4,183    4,009    -13 Cash flow from operating activities A 12,518    13,923    -10
    1,236    1,151    1,099      Cash capital expenditure C 3,429    3,000     
    136    137    122    -1 Liquids production available for sale (thousand b/d)   137    134    +2
    4,669    4,885    4,517    -4 Natural gas production available for sale (million scf/d)   4,835    4,744    +2
    941    980    900    -4 Total production available for sale (thousand boe/d)   971    952    +2
    7.50    6.95    6.88    +8 LNG liquefaction volumes (million tonnes)   22.03    21.23    +4
    17.04    16.41    16.01    +4 LNG sales volumes (million tonnes)   50.32    49.01    +3

    1.Q3 on Q2 change

    Integrated Gas includes liquefied natural gas (LNG), conversion of natural gas into gas-to-liquids (GTL) fuels and other products. It includes natural gas and liquids exploration and extraction, and the operation of the upstream and midstream infrastructure necessary to deliver these to market. Integrated Gas also includes the marketing, trading and optimisation of LNG.

    Quarter Analysis1

    Segment earnings, compared with the second quarter 2024, reflected higher LNG liquefaction volumes (increase of $237 million).

    Third quarter 2024 segment earnings also included unfavourable movements of $213 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These unfavourable movements are part of identified items and compare with the second quarter 2024 which included a charge of $122 million due to unrecoverable indirect tax receivables, and unfavourable movements of $98 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, partly offset by tax payments of $814 million, net cash outflows related to derivatives of $373 million and working capital outflows of $247 million.

    Total oil and gas production, compared with the second quarter 2024, decreased by 4% mainly due to production-sharing contract effects, and higher maintenance in Trinidad and Tobago. LNG liquefaction volumes increased by 8% mainly due to higher feedgas supply in Nigeria, and Trinidad and Tobago.

    Nine Months Analysis1

    Segment earnings, compared with the first nine months 2023, reflected the combined effect of lower contributions from trading and optimisation and lower realised prices (decrease of $1,787 million), partly offset by higher volumes (increase of $513 million), lower operating expenses (decrease of $171 million), and favourable deferred tax movements ($168 million).

    First nine months 2024 segment earnings also included unfavourable movements of $1,198 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These unfavourable movements are part of identified items and compare with the first nine months 2023 which included unfavourable movements of $2,821 million due to the fair value accounting of commodity derivatives, and net impairment charges and reversals of $1,700 million. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

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    Cash flow from operating activities for the first nine months 2024 was primarily driven by Adjusted EBITDA, partly offset by tax payments of $2,320 million and net cash outflows related to derivatives of $1,586 million.

    Total oil and gas production, compared with the first nine months 2023, increased by 2% mainly due to ramp-up of fields in Oman and Australia, and lower maintenance in Australia. LNG liquefaction volumes increased by 4% mainly due to lower unplanned maintenance in Australia.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

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    3rd QUARTER 2024 UNAUDITED RESULTS
                                                         
     
    UPSTREAM          
    Quarters $ million   Nine months
    Q3 2024 Q2 2024 Q3 2023 %¹   Reference 2024 2023 %
    2,289    2,179    1,999    +5 Segment earnings   6,741    6,388    +6
    (153)   (157)   (238)     Of which: Identified items A 28    (357)    
    2,443    2,336    2,237    +5 Adjusted Earnings A 6,712    6,746    —
    7,871    7,829    7,433    +1 Adjusted EBITDA A 23,588    22,750    +4
    5,268    5,739    5,336    -8 Cash flow from operating activities A 16,734    15,663    +7
    1,974    1,829    2,007      Cash capital expenditure C 5,813    5,906     
    1,321    1,297    1,311    +2 Liquids production available for sale (thousand b/d)   1,316    1,313    —
    2,844    2,818    2,564    +1 Natural gas production available for sale (million scf/d)   2,933    2,687    +9
    1,811    1,783    1,753    +2 Total production available for sale (thousand boe/d)   1,822    1,776    +3

    1.Q3 on Q2 change

    The Upstream segment includes exploration and extraction of crude oil, natural gas and natural gas liquids. It also markets and transports oil and gas, and operates the infrastructure necessary to deliver them to the market.

    Quarter Analysis1

    Segment earnings, compared with the second quarter 2024, reflected lower well write-offs (decrease of $139 million), favourable tax movements ($96 million), lower operating expenses (decrease of $63 million), and lower depreciation charges (decrease of $57 million), partly offset by lower realised liquids prices (decrease of $304 million).

    Third quarter 2024 segment earnings also included charges of $138 million related to redundancy and restructuring and charges of $104 million related to decommissioning provisions. These charges are part of identified items, and compare with the second quarter 2024 which included a loss of $143 million related to the impact of the weakening Brazilian real on a deferred tax position, and a loss of $122 million related to a tax settlement in Brazil, partly offset by a gain of $139 million related to the impact of inflationary adjustments in Argentina on a deferred tax position.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, partly offset by tax payments of $2,074 million.

    Total production, compared with the second quarter 2024, increased mainly due to new oil production.

    Nine Months Analysis1

    Segment earnings, compared with the first nine months 2023, reflected unfavourable tax movements ($351 million), higher well write-offs (increase of $327 million) and the net impact of lower realised gas and higher realised liquids prices (decrease of $278 million), partly offset by the comparative favourable impact of $910 million mainly relating to gas storage effects.

    First nine months 2024 segment earnings also included gains of $676 million related to the impact of inflationary adjustments in Argentina on a deferred tax position, partly offset by charges of $179 million related to redundancy and restructuring, net impairment charges and reversals of $171 million and a loss of $164 million related to the impact of the weakening Brazilian real on a deferred tax position. These gains and charges are part of identified items, and compare with the first nine months 2023 which included charges of $188 million from impairments, legal provisions of $169 million and deferred tax charges of $132 million due to amendments to IAS 12, partly offset by favourable movements of $106 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the first nine months 2024 was primarily driven by Adjusted EBITDA, partly offset by tax payments of $5,832 million.

    Total production, compared with the first nine months 2023, increased mainly due to new oil production, partly offset by field decline.

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    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

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    3rd QUARTER 2024 UNAUDITED RESULTS
                                                         
     
    MARKETING        
    Quarters $ million   Nine months
    Q3 2024 Q2 2024 Q3 2023 %¹   Reference 2024 2023 %
    760    257    629    +196 Segment earnings2   1,791    2,832    -37
    (422)   (825)   (12)     Of which: Identified items2 A (1,255)   314     
    1,182    1,082    641    +9 Adjusted Earnings2 A 3,046    2,518    +21
    2,081    1,999    1,453    +4 Adjusted EBITDA2 A 5,767    4,837    +19
    2,722    1,958    397    +39 Cash flow from operating activities2 A 5,999    3,794    +58
    525    644    959      Cash capital expenditure2 C 1,634    4,406     
    2,945    2,868    3,138    +3 Marketing sales volumes (thousand b/d)2   2,859    3,062    -7

    1.Q3 on Q2 change

    2.Wholesale commercial fuels, previously reported in the Chemicals and Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024. Comparative information for the Marketing segment and the Chemicals and Products segment has been revised.

    The Marketing segment comprises the Mobility, Lubricants, and Sectors and Decarbonisation businesses. The Mobility business operates Shell’s retail network including electric vehicle charging services and the Wholesale commercial fuels business which provides fuels for transport, industry and heating. The Lubricants business produces, markets and sells lubricants for road transport, and machinery used in manufacturing, mining, power generation, agriculture and construction. The Sectors and Decarbonisation business sells fuels, speciality products and services including low-carbon energy solutions to a broad range of commercial customers including the aviation, marine, and agricultural sectors.

    Quarter Analysis1

    Segment earnings, compared with the second quarter 2024, reflected higher Marketing margins (increase of $139 million) mainly driven by improved Mobility unit margins and impact of seasonally higher volumes partly offset by lower lubricants and Sectors and Decarbonisation margins. Segment earnings also reflected favourable tax movements ($55 million). These were partly offset by higher operating expenses (increase of $63 million).

    Third quarter 2024 segment earnings also included impairment charges of $179 million, charges of $98 million related to redundancy and restructuring, and net losses of $84 million related to sale of assets. These charges and unfavourable movements are part of identified items, and compare with the second quarter 2024 impairment charges of $783 million mainly relating to an asset in the Netherlands, and charges of $50 million related to redundancy and restructuring.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, working capital inflows of $792 million, and the timing impact of payments relating to emission certificates and biofuel programmes of $427 million. These inflows were partly offset by non-cash cost of supplies adjustment of $334 million and tax payments of $241 million.

    Marketing sales volumes (comprising hydrocarbon sales), compared with the second quarter 2024, increased mainly due to seasonality.

    Nine Months Analysis1

    Segment earnings, compared with the first nine months 2023, reflected higher Marketing margins (increase of $582 million) including higher unit margins in Mobility, Lubricants and higher Sectors and Decarbonisation margins. Segment earnings also reflected lower operating expenses (decrease of $170 million). These were partly offset by higher depreciation charges (increase of $128 million) mainly due to asset acquisitions, and unfavourable tax movements ($94 million).

    First nine months 2024 segment earnings also included impairment charges of $965 million mainly relating to an asset in the Netherlands, charges of $163 million related to redundancy and restructuring, and net losses of $140 million related to the sale of assets. These charges are part of identified items and compare with the first nine months 2023 which included gains of $298 million related to indirect tax credits, and favourable movements of $60 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

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    Cash flow from operating activities for the first nine months 2024 was primarily driven by Adjusted EBITDA, the timing impact of payments relating to emission certificates and biofuel programmes of $966 million, and working capital inflows of $153 million. These inflows were partly offset by tax payments of $432 million, and non-cash cost of supplies adjustment of $256 million.

    Marketing sales volumes (comprising hydrocarbon sales), compared with the first nine months 2023, decreased mainly in Mobility including increased focus on value over volume.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

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    3rd QUARTER 2024 UNAUDITED RESULTS
                                                         
     
    CHEMICALS AND PRODUCTS        
    Quarters $ million   Nine months
    Q3 2024 Q2 2024 Q3 2023 %¹   Reference 2024 2023 %
    341    587    1,250    -42 Segment earnings2   2,085    3,310    -37
    (122)   (499)   (213)     Of which: Identified items2 A (1,078)   (278)    
    463    1,085    1,463    -57 Adjusted Earnings2 A 3,163    3,588    -12
    1,240    2,242    2,661    -45 Adjusted EBITDA2 A 6,308    6,819    -7
    3,321    2,249    2,862    +48 Cash flow from operating activities2 A 5,221    6,364    -18
    761    638    837      Cash capital expenditure2 C 1,898    2,027     
    1,305    1,429    1,334    -9 Refinery processing intake (thousand b/d)   1,388    1,360    +2
    3,015    3,052    2,998    -1 Chemicals sales volumes (thousand tonnes)   8,950    8,656    +3

    1.Q3 on Q2 change

    2.Wholesale commercial fuels, previously reported in the Chemicals and Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024. Comparative information for the Marketing segment and the Chemicals and Products segment has been revised.

    The Chemicals and Products segment includes chemicals manufacturing plants with their own marketing network, and refineries which turn crude oil and other feedstocks into a range of oil products which are moved and marketed around the world for domestic, industrial and transport use. The segment also includes the pipeline business, trading and optimisation of crude oil, oil products and petrochemicals, and Oil Sands activities (the extraction of bitumen from mined oil sands and its conversion into synthetic crude oil).

    Quarter Analysis1

    Segment earnings, compared with the second quarter 2024, reflected lower Products margins (decrease of $492 million) mainly driven by lower refining margins and lower margins from trading and optimisation. Segment earnings also reflected lower Chemicals margins (decrease of $189 million) mainly due to lower utilisation and lower realised prices. In addition, the third quarter 2024 reflected higher operating expenses (increase of $88 million). These were partly offset by favourable tax movements ($133 million).

    Third quarter 2024 segment earnings also included charges of $101 million related to redundancy and restructuring, and net impairment charges and reversals of $92 million, partly offset by favourable movements of $95 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These charges and favourable movements are part of identified items, and compare with the second quarter 2024 which included net impairment charges and reversals of $708 million mainly relating to assets in Singapore, partly offset by favourable movements of $156 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. In the third quarter 2024, Chemicals had negative Adjusted Earnings of $111 million and Products had positive Adjusted Earnings of $573 million.

    Cash flow from operating activities for the quarter was primarily driven by working capital inflows of $2,131 million, Adjusted EBITDA, cash inflows relating to commodity derivatives of $88 million and dividends (net of profits) from joint ventures and associates of $63 million. These inflows were partly offset by non-cash cost of supplies adjustment of $331 million.

    Chemicals manufacturing plant utilisation was 76% compared with 80% in the second quarter 2024, due to higher planned and unplanned maintenance.

    Refinery utilisation was 81% compared with 92% in the second quarter 2024, due to higher planned and unplanned maintenance.

    Nine Months Analysis1

    Segment earnings, compared with the first nine months 2023, reflected lower Products margins (decrease of $1,458 million) mainly driven by lower refining margins and lower margins from trading and optimisation. Segment earnings also included unfavourable tax movements ($106 million). These were partly offset by higher Chemicals margins (increase of $516 million) due to higher realised prices and higher utilisation. In addition, the first nine months 2024 reflected lower operating expenses (decrease of $658 million).

    First nine months 2024 segment earnings also included net impairment charges and reversals of $952 million mainly relating to assets in Singapore, charges of $139 million related to redundancy and restructuring, and unfavourable

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    movements of $69 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These charges and unfavourable movements are part of identified items, and compare with the first nine months 2023 which included losses of $227 million from net impairments and reversals, legal provisions of $74 million and favourable movements of $75 million related to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. In the first nine months 2024, Chemicals had negative Adjusted Earnings of $174 million and Products had positive Adjusted Earnings of $3,337 million.

    Cash flow from operating activities for the first nine months 2024 was primarily driven by Adjusted EBITDA, the timing impact of payments relating to emission certificates and biofuel programmes of $257 million, and dividends (net of profits) from joint ventures and associates of $165 million. These inflows were partly offset by working capital outflows of $869 million, cash outflows relating to legal provisions of $203 million, tax payments of $182 million, and non-cash cost of supplies adjustment of $182 million.

    Chemicals manufacturing plant utilisation was 77% compared with 70% in the first nine months 2023, mainly due to economic optimisation in the first nine months 2023. The increase was also driven by ramp-up of Shell Polymers Monaca and lower unplanned maintenance in the first nine months 2024.

    Refinery utilisation was 88% compared with 87% in the first nine months 2023.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

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    3rd QUARTER 2024 UNAUDITED RESULTS
                                                         
     
    RENEWABLES AND ENERGY SOLUTIONS        
    Quarters $ million   Nine months
    Q3 2024 Q2 2024 Q3 2023 %¹   Reference 2024 2023 %
    (481)   (75)   616    -538 Segment earnings   (3)   3,361    -100
    (319)   112    667      Of which: Identified items A 183    2,778     
    (162)   (187)   (51)   +13 Adjusted Earnings A (186)   583    -132
    (75)   (91)   101    +18 Adjusted EBITDA A 101    1,229    -92
    (364)   847    (34)   -143 Cash flow from operating activities A 2,948    4,249    -31
    409    425    659      Cash capital expenditure C 1,272    1,655     
    79    74    76    +7 External power sales (terawatt hours)2   230    211    +9
    148    148    170    0 Sales of pipeline gas to end-use customers (terawatt hours)3   487    563    -14

    1.Q3 on Q2 change

    2.Physical power sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders.

    3.Physical natural gas sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders. Excluding sales of natural gas by other segments and LNG sales.

    Renewables and Energy Solutions includes activities such as renewable power generation, the marketing and trading and optimisation of power and pipeline gas, as well as carbon credits, and digitally enabled customer solutions. It also includes the production and marketing of hydrogen, development of commercial carbon capture and storage hubs, investment in nature-based projects that avoid or reduce carbon emissions, and Shell Ventures, which invests in companies that work to accelerate the energy and mobility transformation.

    Quarter Analysis1

    Segment earnings, compared with the second quarter 2024, reflected lower margins (decrease of $86 million) mainly due to lower trading and optimisation in the Americas, partly offset by slightly higher trading and optimisation in Europe.

    Third quarter 2024 segment earnings also included unfavourable movements of $279 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These unfavourable movements are part of identified items and compare with the second quarter 2024 which included favourable movements of $223 million due to the fair value accounting of commodity derivatives and impairment charges of $155 million. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the quarter was primarily driven by working capital outflows of $136 million, net cash outflows related to derivatives of $107 million, and Adjusted EBITDA.

    Nine Months Analysis1

    Segment earnings, compared with the first nine months 2023, reflected lower margins (decrease of $1,236 million) mainly from trading and optimisation primarily in Europe due to lower volatility and lower prices, partly offset by lower operating expenses (decrease of $427 million).

    First nine months 2024 segment earnings also included favourable movements of $250 million relating to an accounting mismatch due to fair value accounting of commodity derivatives, partly offset by net impairment charges and reversals of $89 million. These favourable movements and charges are part of identified items and compare with the first nine months 2023 which included favourable movements of $2,632 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. Most Renewables and Energy Solutions activities were loss-making for the first nine months 2024, which was partly offset by positive Adjusted Earnings from trading and optimisation.

    Cash flow from operating activities for the first nine months 2024 was primarily driven by net cash inflows related to derivatives of $2,479 million, working capital inflows of $570 million, and Adjusted EBITDA, partly offset by tax payments of $415 million.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

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    2.Adjusted EBITDA is without taxation.

    Additional Growth Measures

                                                         
    Quarters     Nine months
    Q3 2024 Q2 2024 Q3 2023 %¹     2024 2023 %
            Renewable power generation capacity (gigawatt):        
    3.4    3.3    2.5    +2 – In operation2   3.4    2.5    +37
    3.9    3.8    4.9    +3 – Under construction and/or committed for sale3   3.9    4.9    -20

    1.Q3 on Q2 change

    2.Shell’s equity share of renewable generation capacity post commercial operation date. It excludes Shell’s equity share of associates where information cannot be obtained.

    3.Shell’s equity share of renewable generation capacity under construction and/or committed for sale under long-term offtake agreements (PPA). It excludes Shell’s equity share of associates where information cannot be obtained.

                                             
     
    CORPORATE      
    Quarters $ million   Nine months
    Q3 2024 Q2 2024 Q3 2023   Reference 2024 2023
    (647)   (1,656)   (497)   Segment earnings1   (2,656)   (2,315)  
    (3)   (1,080)   22    Of which: Identified items A (1,069)   (50)  
    (643)   (576)   (519)   Adjusted Earnings1 A (1,588)   (2,266)  
    (346)   (213)   (186)   Adjusted EBITDA1 A (650)   (619)  
    115    (1,468)   (238)   Cash flow from operating activities A (1,898)   (2,372)  

    1.From the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments.

    The Corporate segment covers the non-operating activities supporting Shell. It comprises Shell’s holdings and treasury organisation, headquarters and central functions, self-insurance activities and centrally managed longer-term innovation portfolio. All finance expense, income and related taxes are included in Corporate segment earnings rather than in the earnings of business segments.

    Quarter Analysis1

    Segment earnings, compared with the second quarter 2024, reflected unfavourable movements in currency exchange rate effects, partly offset by favourable tax movements.

    Second quarter 2024 segment earnings also included reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency translation differences were previously recognised in other comprehensive income and accumulated in equity as part of accumulated other comprehensive income. This non-cash reclassification is part of identified items.

    Adjusted EBITDA2 was mainly driven by unfavourable currency exchange rate effects and higher operating expenses.

    Nine Months Analysis1

    Segment earnings, compared with the first nine months 2023, were primarily driven by favourable tax movements and favourable net interest movements.

    First nine months 2024 segment earnings also included reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These reclassifications are included in identified items.

    Adjusted EBITDA2 was mainly driven by unfavourable currency exchange rate effects.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

    OUTLOOK FOR THE FOURTH QUARTER 2024

    For Full year 2023 cash capital expenditure was $24 billion. Cash capital expenditure for full year 2024 is expected to be below $22 billion.

    Integrated Gas production is expected to be approximately 900 – 960 thousand boe/d. Fourth quarter 2024 outlook reflects scheduled maintenance at Pearl GTL in Qatar. LNG liquefaction volumes are expected to be approximately 6.9 – 7.5 million tonnes.

             Page 12

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS

    Upstream production is expected to be approximately 1,750 – 1,950 thousand boe/d.

    Marketing sales volumes are expected to be approximately 2,550 – 3,050 thousand b/d.

    Refinery utilisation is expected to be approximately 75% – 83%. Chemicals manufacturing plant utilisation is expected to be approximately 72% – 80%.

    In the fourth quarter 2023, Corporate Adjusted Earnings were a net expense of $609 million1. Corporate Adjusted Earnings2 are expected to be a net expense of approximately $600 – $800 million in the fourth quarter 2024.

    1.From the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments.

    2.For the definition of Adjusted Earnings and the most comparable GAAP measure please see reference A.

    FORTHCOMING EVENTS

               
     
    Date Event
    January 30, 2025 Fourth quarter 2024 results and dividends
    March 13, 2025 Publication of Annual Report and Accounts and filing of Form 20-F for the year ended December 31, 2024
    May 2, 2025 First quarter 2025 results and dividends
    July 31, 2025 Second quarter 2025 results and dividends
    October 30, 2025 Third quarter 2025 results and dividends

             Page 13

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS

    UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                                       
     
    CONSOLIDATED STATEMENT OF INCOME    
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    71,089    74,463    76,350    Revenue1 218,031    237,888   
    933    898    747    Share of profit/(loss) of joint ventures and associates 3,150    2,957   
    440    (305)   913    Interest and other income/(expenses)2 1,042    2,207   
    72,462    75,057    78,011    Total revenue and other income/(expenses) 222,222    243,052   
    48,225    49,417    49,144    Purchases 144,509    158,138   
    6,138    5,593    6,384    Production and manufacturing expenses 17,541    18,433   
    3,139    3,094    3,447    Selling, distribution and administrative expenses 9,208    9,811   
    294    263    267    Research and development 768    817   
    305    496    436    Exploration 1,551    1,283   
    5,916    7,555    5,911    Depreciation, depletion and amortisation2 19,352    20,069   
    1,174    1,235    1,131    Interest expense 3,573    3,507   
    65,190    67,653    66,720    Total expenditure 196,502    212,058   
    7,270    7,404    11,291    Income/(loss) before taxation 25,717    30,993   
    2,879    3,754    4,115    Taxation charge/(credit)2 10,237    11,891   
    4,391    3,650    7,176    Income/(loss) for the period 15,480    19,102   
    100    133    132    Income/(loss) attributable to non-controlling interest 314    215   
    4,291    3,517    7,044    Income/(loss) attributable to Shell plc shareholders 15,166    18,887   
    0.69    0.55    1.06    Basic earnings per share ($)3 2.39    2.78   
    0.68    0.55    1.05    Diluted earnings per share ($)3 2.36    2.75   

    1.See Note 2 “Segment information”.

    2.See Note 8 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

    3.See Note 4 “Earnings per share”.

                                       
     
    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME    
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    4,391    3,650    7,176    Income/(loss) for the period 15,480    19,102   
          Other comprehensive income/(loss) net of tax:    
          Items that may be reclassified to income in later periods:    
    2,947    698    (1,460)   – Currency translation differences1 1,651    (1,174)  
    35    (12)   1    – Debt instruments remeasurements 16    13   
    (75)   14    141    – Cash flow hedging gains/(losses) (7)   61   
    —    —    —    – Net investment hedging gains/(losses) —    (44)  
    (2)   (6)   (39)   – Deferred cost of hedging (22)   (94)  
    35    (50)   (72)   – Share of other comprehensive income/(loss) of joint ventures and associates (27)   (118)  
    2,940    644    (1,429)   Total 1,610    (1,357)  
          Items that are not reclassified to income in later periods:    
    419    310    180    – Retirement benefits remeasurements 1,169    125   
    80    (81)   (38)   – Equity instruments remeasurements 77    (15)  
    (53)   44    17    – Share of other comprehensive income/(loss) of joint ventures and associates 1    (15)  
    446    273    159    Total 1,247    95   
    3,386    917    (1,270)   Other comprehensive income/(loss) for the period 2,857    (1,262)  
    7,777    4,567    5,906    Comprehensive income/(loss) for the period 18,337    17,840   
    177    123    149    Comprehensive income/(loss) attributable to non-controlling interest 357    217   
    7,600    4,443    5,757    Comprehensive income/(loss) attributable to Shell plc shareholders 17,981    17,622   

    1.See Note 8 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

             Page 14

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                     
     
    CONDENSED CONSOLIDATED BALANCE SHEET
    $ million    
      September 30, 2024 December 31, 2023
    Assets    
    Non-current assets    
    Goodwill 16,600    16,660   
    Other intangible assets 8,188    10,253   
    Property, plant and equipment 191,721    194,835   
    Joint ventures and associates 25,764    24,457   
    Investments in securities 3,062    3,246   
    Deferred tax 6,114    6,454   
    Retirement benefits1 10,564    9,151   
    Trade and other receivables 6,883    6,298   
    Derivative financial instruments² 498    801   
      269,394    272,155   
    Current assets    
    Inventories 24,143    26,019   
    Trade and other receivables 46,782    53,273   
    Derivative financial instruments² 10,233    15,098   
    Cash and cash equivalents 42,252    38,774   
      123,411    133,164   
    Assets classified as held for sale1 2,144    951   
      125,555    134,115   
    Total assets 394,949    406,270   
    Liabilities    
    Non-current liabilities    
    Debt 64,597    71,610   
    Trade and other payables 3,864    3,103   
    Derivative financial instruments² 1,749    2,301   
    Deferred tax 15,487    15,347   
    Retirement benefits1 7,110    7,549   
    Decommissioning and other provisions 22,979    22,531   
      115,786    122,441   
    Current liabilities    
    Debt 12,015    9,931   
    Trade and other payables 61,076    68,237   
    Derivative financial instruments² 6,775    9,529   
    Income taxes payable 4,289    3,422   
    Decommissioning and other provisions 4,171    4,041   
      88,327    95,160   
    Liabilities directly associated with assets classified as held for sale1 1,298    307   
      89,625    95,467   
    Total liabilities 205,411    217,908   
    Equity attributable to Shell plc shareholders 187,673    186,607   
    Non-controlling interest 1,865    1,755   
    Total equity 189,538    188,362   
    Total liabilities and equity 394,949    406,270   

    1.    See Note 8 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

    2.    See Note 7 “Derivative financial instruments and debt excluding lease liabilities”.

             Page 15

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                                                         
     
    CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
      Equity attributable to Shell plc shareholders      
    $ million Share capital1 Shares held in trust Other reserves² Retained earnings Total Non-controlling interest   Total equity
    At January 1, 2024 544    (997)   21,145    165,915    186,607    1,755      188,362   
    Comprehensive income/(loss) for the period —    —    2,815    15,166    17,981    357      18,337   
    Transfer from other comprehensive income —    —    166    (166)   —    —      —   
    Dividends³ —    —    —    (6,556)   (6,556)   (242)     (6,798)  
    Repurchases of shares4 (25)   —    25    (10,536)   (10,536)   —      (10,536)  
    Share-based compensation —    542    (24)   (400)   119    —      119   
    Other changes —    —    —    60    60    (5)     55   
    At September 30, 2024 519    (456)   24,127    163,482    187,673    1,865      189,538   
    At January 1, 2023 584    (726)   21,132    169,482    190,472    2,125      192,597   
    Comprehensive income/(loss) for the period —    —    (1,263)   18,886    17,622    217      17,840   
    Transfer from other comprehensive income —    —    (111)   111    —    —      —   
    Dividends3 —    —    —    (6,193)   (6,193)   (636)     (6,829)  
    Repurchases of shares4 (30)   —    30    (11,058)   (11,058)   —      (11,058)  
    Share-based compensation —    466    (18)   (100)   349    —      349   
    Other changes —    —    —    8    8    37      45   
    At September 30, 2023 555    (261)   19,769    171,136    191,199    1,745      192,943   

    1.    See Note 5 “Share capital”.

    2.    See Note 6 “Other reserves”.

    3.    The amount charged to retained earnings is based on prevailing exchange rates on payment date.

    4.     Includes shares committed to repurchase under an irrevocable contract and repurchases subject to settlement at the end of the quarter.

             Page 16

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                                             
     
    CONSOLIDATED STATEMENT OF CASH FLOWS    
    Quarters $ million Nine months
    Q3 2024   Q2 2024 Q3 2023   2024 2023
    7,270      7,404    11,291    Income before taxation for the period 25,717    30,993   
            Adjustment for:    
    554      619    513    – Interest expense (net) 1,749    1,789   
    5,916      7,555    5,911    – Depreciation, depletion and amortisation1 19,352    20,069   
    150      269    186    – Exploration well write-offs 973    626   
    154      (143)   74    – Net (gains)/losses on sale and revaluation of non-current assets and businesses —    (24)  
    (933)     (898)   (747)   – Share of (profit)/loss of joint ventures and associates (3,150)   (2,957)  
    860      792    749    – Dividends received from joint ventures and associates 2,390    2,529   
    2,705      (954)   (3,151)   – (Increase)/decrease in inventories 1,143    2,237   
    4,057      1,965    (1,126)   – (Increase)/decrease in current receivables 5,827    13,105   
    (4,096)     (1,269)   4,498    – Increase/(decrease) in current payables2 (7,314)   (10,881)  
    735      253    (2,807)   – Derivative financial instruments 2,373    (6,050)  
    125      (332)   1    – Retirement benefits (267)   31   
    359      (332)   282    – Decommissioning and other provisions2 (572)   (210)  
    (144)     2,027    (150)   – Other1 2,392    474   
    (3,028)     (3,448)   (3,191)   Tax paid (9,092)   (10,108)  
    14,684      13,508    12,332    Cash flow from operating activities 41,522    41,622   
    (4,690)     (4,445)   (5,259)      Capital expenditure (13,114)   (16,033)  
    (222)     (261)   (350)      Investments in joint ventures and associates (983)   (1,093)  
    (38)     (13)   (40)      Investments in equity securities (63)   (154)  
    (4,950)     (4,719)   (5,649)   Cash capital expenditure (14,161)   (17,280)  
    94      710    184    Proceeds from sale of property, plant and equipment and businesses 1,128    2,024   
    94      57    68    Proceeds from joint ventures and associates from sale, capital reduction and repayment of long-term loans 284    425   
    6      2    7    Proceeds from sale of equity securities 576    28   
    593      648    586    Interest received 1,818    1,555   
    1,074      883    701    Other investing cash inflows 2,814    3,308   
    (769)     (920)   (724)   Other investing cash outflows (3,183)   (2,141)  
    (3,857)     (3,338)   (4,827)   Cash flow from investing activities (10,723)   (12,080)  
    (89)     (179)   88    Net increase/(decrease) in debt with maturity period within three months (375)   (185)  
            Other debt:    
    78      132    187    – New borrowings 377    964   
    (1,322)     (4,154)   (3,368)   – Repayments (7,008)   (6,596)  
    (979)     (1,287)   (1,049)   Interest paid (3,177)   (3,076)  
    652      (115)   (26)   Derivative financial instruments 239    22   
    —      (1)   6    Change in non-controlling interest (5)   (22)  
            Cash dividends paid to:    
    (2,167)     (2,177)   (2,179)   – Shell plc shareholders (6,554)   (6,192)  
    (92)     (82)   (51)   – Non-controlling interest (242)   (636)  
    (3,537)     (3,958)   (2,725)   Repurchases of shares (10,319)   (10,640)  
    6      (24)   (30)   Shares held in trust: net sales/(purchases) and dividends received (480)   (176)  
    (7,452)     (11,846)   (9,147)   Cash flow from financing activities (27,545)   (26,535)  
    729      (126)   (421)   Effects of exchange rate changes on cash and cash equivalents 224    (222)  
    4,105      (1,801)   (2,063)   Increase/(decrease) in cash and cash equivalents 3,478    2,785   
    38,148      39,949    45,094    Cash and cash equivalents at beginning of period 38,774    40,246   
    42,252      38,148    43,031    Cash and cash equivalents at end of period 42,252    43,031   

    1.See Note 8 “Other notes to the unaudited Condensed Consolidated Interim Financial Statements”.

    2.To further enhance consistency between working capital and the Balance Sheet and the Statement of Cash Flows, from January 1, 2024, onwards movements in current other provisions are recognised in ‘Decommissioning and other provisions’ instead of ‘Increase/(decrease) in current payables’. Comparatives for the third quarter 2023 and the nine months 2023 have been reclassified accordingly by $212 million and $40 million respectively to conform with current period presentation.

             Page 17

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS

    NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    1. Basis of preparation

    These unaudited Condensed Consolidated Interim Financial Statements of Shell plc (“the Company”) and its subsidiaries (collectively referred to as “Shell”) have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and adopted by the UK, and on the basis of the same accounting principles as those used in the Company’s Annual Report and Accounts (pages 244 to 316) for the year ended December 31, 2023, as filed with the Registrar of Companies for England and Wales and as filed with the Autoriteit Financiële Markten (the Netherlands) and Form 20-F (pages 217 to 290) for the year ended December 31, 2023 as filed with the US Securities and Exchange Commission, and should be read in conjunction with these filings.

    The financial information presented in the unaudited Condensed Consolidated Interim Financial Statements does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (“the Act”). Statutory accounts for the year ended December 31, 2023, were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales, and in Shell’s Form 20-F. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Act.

    2. Segment information

    Segment earnings are presented on a current cost of supplies basis (CCS earnings), which is the earnings measure used by the Chief Executive Officer for the purposes of making decisions about allocating resources and assessing performance. On this basis, the purchase price of volumes sold during the period is based on the current cost of supplies during the same period after making allowance for the tax effect. CCS earnings therefore exclude the effect of changes in the oil price on inventory carrying amounts. Sales between segments are based on prices generally equivalent to commercially available prices.

    From the first quarter 2024, Wholesale commercial fuels forms part of Mobility with inclusion in the Marketing segment (previously Chemicals and Products segment). The change in segmentation reflects the increasing alignment between the economic characteristics of wholesale commercial fuels and other Mobility businesses, and is consistent with changes in the information provided to the Chief Operating Decision Maker. Prior period comparatives have been revised to conform with current year presentation with an offsetting impact between the Marketing and the Chemicals and Products segment (see below). Also, from the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments (see below).

             Page 18

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                                       
     
    REVENUE AND CCS EARNINGS BY SEGMENT    
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
          Third-party revenue    
    9,748    9,052    8,338    Integrated Gas 27,996    27,208   
    1,605    1,590    1,617    Upstream 4,954    5,212   
    30,519    32,005    35,236    Marketing2 92,564    98,799   
    22,608    24,583    22,119    Chemicals and Products2 70,926    72,121   
    6,599    7,222    9,032    Renewables and Energy Solutions 21,558    34,517   
    10    11    7    Corporate 33    31   
    71,089    74,463    76,350    Total third-party revenue1 218,031    237,888   
          Inter-segment revenue    
    2,131    2,157    2,472    Integrated Gas 6,691    8,946   
    9,618    10,102    10,277    Upstream 30,008    30,282   
    1,235    1,363    1,456    Marketing2 3,953    4,056   
    9,564    9,849    11,942    Chemicals and Products2 29,725    32,653   
    1,131    957    894    Renewables and Energy Solutions 3,093    3,140   
    —    —    —    Corporate —    —   
          CCS earnings    
    2,631    2,454    2,156    Integrated Gas 7,846    5,325   
    2,289    2,179    1,999    Upstream 6,741    6,388   
    760    257    629    Marketing2 1,791    2,832   
    341    587    1,250    Chemicals and Products2 2,085    3,310   
    (481)   (75)   616    Renewables and Energy Solutions (3)   3,361   
    (647)   (1,656)   (497)   Corporate3 (2,656)   (2,315)  
    4,894    3,747    6,152    Total CCS earnings4 15,804    18,901   

    1.Includes revenue from sources other than from contracts with customers, which mainly comprises the impact of fair value accounting of commodity derivatives.

    2.From January 1, 2024, onwards Wholesale commercial fuels has been reallocated from the Chemicals and Products segment to the Marketing segment. Comparatives for the third quarter 2023 and the nine months 2023 have been reclassified accordingly, by $5,659 million and $16,369 million respectively for Third-party revenue and by $(73) million and $22 million respectively for CCS earnings to conform with current period presentation. For Inter-segment revenue the reallocation and revision of comparative figures for the third quarter 2023 and the nine months 2023 led to an increase in inter-segment revenue in the Marketing segment of $1,302 million and $3,616 million respectively and an increase in the Chemicals and Products segment of $11,373 million and $31,011 million respectively.

    3.From January 1, 2024, onwards costs for Shell’s centrally managed longer-term innovation portfolio are reported as part of the Corporate segment. Prior period comparatives for Corporate for the third quarter 2023 and the nine months 2023 have been revised by $37 million and $91 million respectively, with a net offsetting impact in all other segments to conform with current period presentation.

    4.See Note 3 “Reconciliation of income for the period to CCS Earnings, Operating expenses and Total Debt”.

             Page 19

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS

    Cash capital expenditure is a measure used by the Chief Executive Officer for the purposes of making decisions about allocating resources and assessing performance.

                                       
     
    CASH CAPITAL EXPENDITURE BY SEGMENT
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
          Capital expenditure    
    1,090    1,024    958    Integrated Gas 2,971    2,458   
    1,998    1,769    2,013    Upstream 5,533    5,701   
    488    644    935    Marketing1 1,559    4,358   
    748    601    761    Chemicals and Products1 1,822    1,944   
    327    377    523    Renewables and Energy Solutions 1,124    1,382   
    39    30    68    Corporate 104    190   
    4,690    4,445    5,259    Total capital expenditure 13,114    16,033   
          Add: Investments in joint ventures and associates    
    147    127    141    Integrated Gas 457    543   
    (37)   60    (6)   Upstream 268    205   
    37    —    25    Marketing 75    48   
    13    37    76    Chemicals and Products 76    81   
    59    35    114    Renewables and Energy Solutions 103    205   
    3    1    1    Corporate 5    11   
    222    261    350    Total investments in joint ventures and associates 983    1,093   
          Add: Investments in equity securities    
    —    —    —    Integrated Gas —    —   
    12    —    —    Upstream 12    —   
    —    —    —    Marketing —    —   
    —    —    —    Chemicals and Products —    2   
    23    13    21    Renewables and Energy Solutions 45    68   
    3    —    19    Corporate 6    84   
    38    13    40    Total investments in equity securities 63    154   
          Cash capital expenditure    
    1,236    1,151    1,099    Integrated Gas 3,429    3,000   
    1,974    1,829    2,007    Upstream 5,813    5,906   
    525    644    959    Marketing1 1,634    4,406   
    761    638    837    Chemicals and Products1 1,898    2,027   
    409    425    659    Renewables and Energy Solutions 1,272    1,655   
    45    32    87    Corporate 114    285   
    4,950    4,719    5,649    Total Cash capital expenditure 14,161    17,280   

    1.From January 1, 2024, onwards Wholesale commercial fuels has been reallocated from the Chemicals and Products segment to the Marketing segment. Comparatives for the third quarter 2023 and the nine months 2023 have been reclassified accordingly by $42 million and $133 million respectively for capital expenditure and cash capital expenditure to conform with current period presentation.

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    3. Reconciliation of income for the period to CCS Earnings, Operating expenses and Total Debt

                                       
     
    RECONCILIATION OF INCOME FOR THE PERIOD TO CCS EARNINGS    
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    4,291    3,517    7,044    Income/(loss) attributable to Shell plc shareholders 15,166    18,887   
    100    133    132    Income/(loss) attributable to non-controlling interest 314    215   
    4,391    3,650    7,176    Income/(loss) for the period 15,480    19,102   
          Current cost of supplies adjustment:    
    668    137    (1,304)   Purchases 473    (275)  
    (162)   (36)   327    Taxation (114)   60   
    (2)   (5)   (47)   Share of profit/(loss) of joint ventures and associates (35)   14   
    503    97    (1,024)   Current cost of supplies adjustment 324    (201)  
          Of which:    
    477    89    (969)   Attributable to Shell plc shareholders 302    (162)
    26    7    (55)   Attributable to non-controlling interest 22    (39)
    4,894    3,747    6,152    CCS earnings 15,804    18,901   
          Of which:    
    4,768    3,606    6,075    CCS earnings attributable to Shell plc shareholders 15,468    18,725   
    126    140    77    CCS earnings attributable to non-controlling interest 336    176   
                                       
     
    RECONCILIATION OF OPERATING EXPENSES    
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    6,138    5,593    6,384    Production and manufacturing expenses 17,541    18,433   
    3,139    3,094    3,447    Selling, distribution and administrative expenses 9,208    9,811   
    294    263    267    Research and development 768    817   
    9,570    8,950    10,097    Operating expenses 27,517    29,062   
                                       
     
    RECONCILIATION OF TOTAL DEBT    
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    September 30, 2024 June 30, 2024 September 30, 2023   September 30, 2024 September 30, 2023
    12,015    10,849    10,119    Current debt 12,015    10,119   
    64,597    64,619    72,028    Non-current debt 64,597    72,028   
    76,613    75,468    82,147    Total debt 76,613    82,147   

    4. Earnings per share

                                       
     
    EARNINGS PER SHARE
    Quarters   Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    4,291    3,517    7,044    Income/(loss) attributable to Shell plc shareholders ($ million) 15,166    18,887   
               
          Weighted average number of shares used as the basis for determining:    
    6,256.5    6,355.4    6,668.1    Basic earnings per share (million) 6,350.3    6,792.5   
    6,320.9    6,417.6    6,736.7    Diluted earnings per share (million) 6,414.0    6,856.7   

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    5. Share capital

                             
     
    ISSUED AND FULLY PAID ORDINARY SHARES OF €0.07 EACH
      Number of shares   Nominal value
    ($ million)
    At January 1, 2024 6,524,109,049      544     
    Repurchases of shares (299,830,201)     (25)    
    At September 30, 2024 6,224,278,848      519     
    At January 1, 2023 7,003,503,393      584     
    Repurchases of shares (357,368,014)     (30)    
    At September 30, 2023 6,646,135,379      555     

    At Shell plc’s Annual General Meeting on May 21, 2024, the Board was authorised to allot ordinary shares in Shell plc, and to grant rights to subscribe for, or to convert, any security into ordinary shares in Shell plc, up to an aggregate nominal amount of approximately €150 million (representing approximately 2,147 million ordinary shares of €0.07 each), and to list such shares or rights on any stock exchange. This authority expires at the earlier of the close of business on August 20, 2025, or the end of the Annual General Meeting to be held in 2025, unless previously renewed, revoked or varied by Shell plc in a general meeting.

    6. Other reserves

                                             
     
    OTHER RESERVES
    $ million Merger reserve Share premium reserve Capital redemption reserve Share plan reserve Accumulated other comprehensive income Total
    At January 1, 2024 37,298    154    236    1,308    (17,851)   21,145   
    Other comprehensive income/(loss) attributable to Shell plc shareholders —    —    —    —    2,815    2,815   
    Transfer from other comprehensive income —    —    —    —    166    166   
    Repurchases of shares —    —    25    —    —    25   
    Share-based compensation —    —    —    (24)   —    (24)  
    At September 30, 2024 37,298    154    261    1,284    (14,870)   24,127   
    At January 1, 2023 37,298    154    196    1,140    (17,656)   21,132   
    Other comprehensive income/(loss) attributable to Shell plc shareholders —    —    —    —    (1,263)   (1,263)  
    Transfer from other comprehensive income —    —    —    —    (111)   (111)  
    Repurchases of shares —    —    30    —    —    30   
    Share-based compensation —    —    —    (18)   —    (18)  
    At September 30, 2023 37,298    154    227    1,121    (19,029)   19,769   

    The merger reserve and share premium reserve were established as a consequence of Shell plc (formerly Royal Dutch Shell plc) becoming the single parent company of Royal Dutch Petroleum Company and The “Shell” Transport and Trading Company, p.l.c., now The Shell Transport and Trading Company Limited, in 2005. The merger reserve increased in 2016 following the issuance of shares for the acquisition of BG Group plc. The capital redemption reserve was established in connection with repurchases of shares of Shell plc. The share plan reserve is in respect of equity-settled share-based compensation plans.

    7. Derivative financial instruments and debt excluding lease liabilities

    As disclosed in the Consolidated Financial Statements for the year ended December 31, 2023, presented in the Annual Report and Accounts and Form 20-F for that year, Shell is exposed to the risks of changes in fair value of its financial assets and liabilities. The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values at September 30, 2024, are consistent with those used in the year ended December 31, 2023, though the carrying amounts of derivative financial instruments have changed since that

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    date. The movement of the derivative financial instruments between December 31, 2023 and September 30, 2024 is a decrease of $4,865 million for the current assets and a decrease of $2,754 million for the current liabilities.

    The table below provides the comparison of the fair value with the carrying amount of debt excluding lease liabilities, disclosed in accordance with IFRS 7 Financial Instruments: Disclosures.

                     
     
    DEBT EXCLUDING LEASE LIABILITIES
    $ million September 30, 2024 December 31, 2023
    Carrying amount 51,022    53,832   
    Fair value¹ 48,489    50,866   

    1.    Mainly determined from the prices quoted for these securities.

    8. Other notes to the unaudited Condensed Consolidated Interim Financial Statements

    Consolidated Statement of Income

    Interest and other income

                                       
     
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    440    (305)   913    Interest and other income/(expenses) 1,042    2,207   
          Of which:    
    619    616    618    Interest income 1,824    1,718   
    4    30    7    Dividend income (from investments in equity securities) 58    36   
    (154)   143    (75)   Net gains/(losses) on sales and revaluation of non-current assets and businesses 0    35   
    (189)   (1,169)   168    Net foreign exchange gains/(losses) on financing activities (1,292)   (60)  
    159    74    195    Other 452    478   

    Net foreign exchange gains/(losses) on financing activities in the second quarter 2024 includes a loss of $1,104 million related to cumulative currency translation differences that were reclassified to profit and loss. The reclassification of these cumulative currency translation differences was principally triggered by changes in the funding structure of some of Shell’s businesses in the United Kingdom. These currency translation differences were previously directly recognised in equity as part of accumulated other comprehensive income.

    Depreciation, depletion and amortisation

                                       
     
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    5,916    7,555    5,911    Depreciation, depletion and amortisation 19,352    20,069   
          Of which:    
    5,578 5,642 5,716 Depreciation 16,874    17,120   
    340 1,984 359 Impairments 2,706    3,438   
    (2) (71) (163) Impairment reversals (228)   (489)  

    Impairments recognised in the third quarter 2024 of $340 million pre-tax ($290 million post-tax) mainly relate to various assets in Marketing and Chemicals and Products. Impairments recognised in the second quarter 2024 of $1,984 million pre-tax ($1,778 million post-tax) mainly relate to Marketing ($1,055 million), Chemicals and Products ($690 million) and Renewables and Energy Solutions ($141 million). The impairment in Marketing principally relates to a biofuels facility located in the Netherlands, triggered by a temporary pause of on-site construction work. The impairment in Chemicals and Products relates to an Energy and Chemicals Park located in Singapore, due to remeasurement of the fair value less costs of disposal triggered by a sales agreement reached. Impairments recognised in the third quarter 2023 of $359 million pre-tax ($299 million post-tax) mainly relate to various assets in Renewables and Energy Solutions and Chemicals and Products.

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    Taxation charge/credit

                                       
     
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    2,879    3,754    4,115    Taxation charge/(credit) 10,237    11,891   
          Of which:    
    2,834 3,666 4,115 Income tax excluding Pillar Two income tax 10,026    11,891   
    45 88 — Income tax related to Pillar Two income tax 212    —

    On June 20, 2023, the UK substantively enacted Pillar Two Model Rules, effective as from January 1, 2024.

    As required by IAS 12 Income Taxes, Shell has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

    Consolidated Statement of Comprehensive Income

    Currency translation differences

                                       
     
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    2,947    698    (1,460)   Currency translation differences 1,651    (1,174)  
          Of which:    
    2,912 (406) (1,469) Recognised in Other comprehensive income 524    (1,181)  
    35 1,104 9 (Gain)/loss reclassified to profit or loss 1,127    7

    Amounts reclassified to profit and loss in the second quarter 2024 relate to cumulative currency translation differences that were reclassified to income (refer to Interest and other income above).

    Condensed Consolidated Balance Sheet

    Retirement benefits

                     
     
    $ million    
      September 30, 2024 December 31, 2023
    Non-current assets    
    Retirement benefits 10,564    9,151   
    Non-current liabilities    
    Retirement benefits 7,110    7,549   
    Surplus/(deficit) 3,454    1,602   

    Amounts recognised in the Balance Sheet in relation to defined benefit plans include both plan assets and obligations that are presented on a net basis on a plan-by-plan basis. The change in the net retirement benefit asset as at September 30, 2024, is mainly driven by an increase of the market yield on high-quality corporate bonds in the USA, the UK and Eurozone since December 31, 2023, partly offset by losses on plan assets.

    Assets classified as held for sale

                       
       
    $ million      
      September 30, 2024 December 31, 2023  
    Assets classified as held for sale 2,144    951     
    Liabilities directly associated with assets classified as held for sale 1,298    307     

    Assets classified as held for sale and associated liabilities at September 30, 2024 relate to an energy and chemicals park asset in Chemicals and Products in Singapore and various smaller assets. The major classes of assets and liabilities classified as held for sale at September 30, 2024, are Inventories ($1,273 million; December 31, 2023: $463 million), Property, plant and equipment ($544 million; December 31, 2023: $250 million), Decommissioning and other provisions ($634 million; December 31, 2023: $75 million) and Debt ($425 million; December 31, 2023: $84 million).

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    Consolidated Statement of Cash Flows

    Cash flow from operating activities – Other

                                       
     
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    (144)   2,027    (150)   Other 2,392    474   

    ‘Cash flow from operating activities – Other’ for the third quarter 2024 includes $432 million of net inflows (second quarter 2024: $620 million net inflows; third quarter 2023: $630 million net outflows) due to the timing of payments relating to emission certificates and biofuel programmes in Europe and North America and $539 million in relation to reversal of currency exchange gains on Cash and cash equivalents (second quarter 2024: $96 million losses; third quarter 2023: $336 million losses). For the second quarter 2024 ‘Cash flow from operating activities – Other’ also includes $1,104 million inflow representing reversal of the non-cash recycling of currency translation losses from other comprehensive income (refer to Interest and other income above).

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    ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

    A.Adjusted Earnings, Adjusted earnings before interest, taxes, depreciation and amortisation (“Adjusted EBITDA”) and Cash flow from operating activities

    The “Adjusted Earnings” measure aims to facilitate a comparative understanding of Shell’s financial performance from period to period by removing the effects of oil price changes on inventory carrying amounts and removing the effects of identified items. These items are in some cases driven by external factors and may, either individually or collectively, hinder the comparative understanding of Shell’s financial results from period to period. This measure excludes earnings attributable to non-controlling interest.

    We define “Adjusted EBITDA” as “Income/(loss) for the period” adjusted for current cost of supplies; identified items; tax charge/(credit); depreciation, amortisation and depletion; exploration well write-offs and net interest expense. All items include the non-controlling interest component. Management uses this measure to evaluate Shell’s performance in the period and over time.

                                       
         
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    4,291    3,517    7,044    Income/(loss) attributable to Shell plc shareholders 15,166    18,887   
    100    133    132    Income/(loss) attributable to non-controlling interest 314    215   
    477    89    (969)   Add: Current cost of supplies adjustment attributable to Shell plc shareholders 302    (162)  
    26    7    (55)   Add: Current cost of supplies adjustment attributable to non-controlling interest 22    (39)  
    4,894    3,747    6,152    CCS earnings 15,804    18,901   
                                                   
     
    Q3 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    CCS earnings 4,894 2,631 2,289 760 341 (481) (647)
    Less: Identified items (1,259) (240) (153) (422) (122) (319) (3)
    Less: CCS earnings attributable to non-controlling interest 126            
    Add: Identified items attributable to non-controlling interest —            
    Adjusted Earnings 6,028            
    Add: Non-controlling interest 126            
    Adjusted Earnings plus non-controlling interest 6,153 2,871 2,443 1,182 463 (162) (643)
    Add: Taxation charge/(credit) excluding tax impact of identified items 3,571 949 2,413 322 (73) (1) (39)
    Add: Depreciation, depletion and amortisation excluding impairments 5,578 1,369 2,691 564 862 86 6
    Add: Exploration well write-offs 150 2 148        
    Add: Interest expense excluding identified items 1,173 49 183 13 14 2 912
    Less: Interest income 619 5 8 — 25 — 581
    Adjusted EBITDA 16,005 5,234 7,871 2,081 1,240 (75) (346)
    Less: Current cost of supplies adjustment before taxation 665     334 331    
    Joint ventures and associates (dividends received less profit) (62) (146) (90) 51 63 61 —
    Derivative financial instruments 133 (373) 47 98 88 (106) 380
    Taxation paid (3,028) (814) (2,074) (241) 23 (33) 112
    Other (365) (32) (406) 275 107 (75) (234)
    (Increase)/decrease in working capital 2,665 (247) (78) 792 2,131 (136) 204
    Cash flow from operating activities 14,684 3,623 5,268 2,722 3,321 (364) 115

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    Q2 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    CCS earnings 3,747 2,454 2,179 257 587 (75) (1,656)
    Less: Identified items (2,669) (220) (157) (825) (499) 112 (1,080)
    Less: CCS earnings attributable to non-controlling interest 140            
    Add: Identified items attributable to non-controlling interest 18            
    Adjusted Earnings 6,293            
    Add: Non-controlling interest 122            
    Adjusted Earnings plus non-controlling interest 6,415 2,675 2,336 1,082 1,085 (187) (576)
    Add: Taxation charge/(credit) excluding tax impact of identified items 3,947 940 2,312 359 297 (10) 49
    Add: Depreciation, depletion and amortisation excluding impairments 5,642 1,375 2,750 548 867 95 6
    Add: Exploration well write-offs 269 5 264 — — — —
    Add: Interest expense excluding identified items 1,149 44 166 10 23 1 904
    Less: Interest income 616 — (1) — 30 (9) 595
    Adjusted EBITDA 16,806 5,039 7,829 1,999 2,242 (91) (213)
    Less: Current cost of supplies adjustment before taxation 133     74 59    
    Joint ventures and associates (dividends received less profit) (135) 96 (288) (54) 46 64 —
    Derivative financial instruments 713 (133) 9 7 304 607 (79)
    Taxation paid (3,448) (1,039) (1,955) (17) (186) (138) (113)
    Other (38) (104) (341) (57) 263 180 20
    (Increase)/decrease in working capital (258) 324 484 153 (361) 225 (1,083)
    Cash flow from operating activities 13,508 4,183 5,739 1,958 2,249 847 (1,468)
                                                   
     
    Q3 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    CCS earnings 6,152 2,156 1,999 629 1,250 616 (497)
    Less: Identified items (149) (375) (238) (12) (213) 667 22
    Less: CCS earnings attributable to non-controlling interest 77            
    Add: Identified items attributable to non-controlling interest —            
    Adjusted Earnings 6,224            
    Add: Non-controlling interest 77            
    Adjusted Earnings plus non-controlling interest 6,302 2,531 2,237 641 1,463 (51) (519)
    Add: Taxation charge/(credit) excluding tax impact of identified items 3,621 845 2,160 269 253 70 24
    Add: Depreciation, depletion and amortisation excluding impairments 5,716 1,413 2,771 528 918 82 4
    Add: Exploration well write-offs 186 35 151 — — — —
    Add: Interest expense excluding identified items 1,130 51 119 23 41 1 895
    Less: Interest income 618 1 5 8 13 1 590
    Adjusted EBITDA 16,336 4,874 7,433 1,453 2,661 101 (186)
    Less: Current cost of supplies adjustment before taxation (1,351)     (624) (727)    
    Joint ventures and associates (dividends received less profit) (13) (40) 43 (19) (19) 21 —
    Derivative financial instruments (2,549) (454) (20) 10 (375) (1,407) (304)
    Taxation paid (3,191) (679) (2,090) (226) 54 (258) 8
    Other 177 (44) (57) (485) 167 327 269
    (Increase)/decrease in working capital 221 352 28 (960) (354) 1,182 (27)
    Cash flow from operating activities 12,332 4,009 5,336 397 2,862 (34) (238)

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    Nine months 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    CCS earnings 15,804 7,846 6,741 1,791 2,085 (3) (2,656)
    Less: Identified items (4,569) (1,379) 28 (1,255) (1,078) 183 (1,069)
    Less: CCS earnings attributable to non-controlling interest 336            
    Add: Identified items attributable to non-controlling interest 18            
    Adjusted Earnings 20,055            
    Add: Non-controlling interest 318            
    Adjusted Earnings plus non-controlling interest 20,373 9,225 6,712 3,046 3,163 (186) (1,588)
    Add: Taxation charge/(credit) excluding tax impact of identified items 11,642 2,885 7,247 1,039 562 (10) (81)
    Add: Depreciation, depletion and amortisation excluding impairments 16,874 4,154 8,169 1,647 2,599 287 18
    Add: Exploration well write-offs 973 14 959        
    Add: Interest expense excluding identified items 3,485 136 518 35 54 4 2,737
    Less: Interest income 1,824 5 17 1 69 (5) 1,736
    Adjusted EBITDA 51,523 16,410 23,588 5,767 6,308 101 (650)
    Less: Current cost of supplies adjustment before taxation 438     256 182    
    Joint ventures and associates (dividends received less profit) (779) (247) (924) 89 165 138 —
    Derivative financial instruments 1,153 (1,586) 53 66 (10) 2,479 152
    Taxation paid (9,092) (2,320) (5,832) (432) (182) (415) 89
    Other (500) (90) (978) 612 (8) 75 (111)
    (Increase)/decrease in working capital (344) 352 827 153 (869) 570 (1,377)
    Cash flow from operating activities 41,522 12,518 16,734 5,999 5,221 2,948 (1,898)
                                                   
     
    Nine months 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    CCS earnings 18,901 5,325 6,388 2,832 3,310 3,361 (2,315)
    Less: Identified items (2,219) (4,625) (357) 314 (278) 2,778 (50)
    Less: CCS earnings attributable to non-controlling interest 176            
    Add: Identified items attributable to non-controlling interest —            
    Adjusted Earnings 20,944            
    Add: Non-controlling interest 176            
    Adjusted Earnings plus non-controlling interest 21,120 9,951 6,746 2,518 3,588 583 (2,266)
    Add: Taxation charge/(credit) excluding tax impact of identified items 11,553 2,773 6,720 808 558 345 349
    Add: Depreciation, depletion and amortisation excluding impairments 17,120 4,300 8,358 1,479 2,667 303 13
    Add: Exploration well write-offs 625 59 566 — — — —
    Add: Interest expense excluding identified items 3,504 110 372 40 39 3 2,941
    Less: Interest income 1,718 2 13 8 33 5 1,657
    Adjusted EBITDA 52,204 17,189 22,750 4,837 6,819 1,229 (619)
    Less: Current cost of supplies adjustment before taxation (261)     (94) (167)    
    Joint ventures and associates (dividends received less profit) (167) 32 (443) 85 85 72 2
    Derivative financial instruments (5,112) (3,071) — (18) 225 (1,719) (528)
    Taxation paid (10,108) (2,843) (6,455) (478) (197) (350) 214
    Other 82 (84) (530) 23 284 304 85
    (Increase)/decrease in working capital 4,462 2,700 342 (748) (1,019) 4,713 (1,526)
    Cash flow from operating activities 41,622 13,923 15,663 3,794 6,364 4,249 (2,372)

    Identified Items

    Identified items comprise: divestment gains and losses, impairments, redundancy and restructuring, provisions for onerous contracts, fair value accounting of commodity derivatives and certain gas contracts and the impact of exchange rate movements and inflationary adjustments on certain deferred tax balances, and other items. Identified items in the tables below are presented on a net basis.

             Page 28

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                                                   
     
    Q3 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) (154) 1 (2) (110) (19) (20) (3)
    Impairment reversals/(impairments) (338) (6) (3) (195) (120) (14) —
    Redundancy and restructuring (552) (69) (189) (136) (141) (26) 10
    Provisions for onerous contracts (7) — — (7) — — —
    Fair value accounting of commodity derivatives and certain gas contracts (602) (252) (13) (78) 126 (385) —
    Other (136) — (141) (1) (11) 16 —
    Total identified items included in Income/(loss) before taxation (1,789) (327) (348) (526) (165) (430) 7
    Less: total identified items included in Taxation charge/(credit) (530) (87) (195) (104) (43) (111) 10
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) (129) 1 (6) (84) (15) (23) (2)
    Impairment reversals/(impairments) (288) (4) (2) (179) (92) (10) —
    Redundancy and restructuring (397) (48) (138) (98) (101) (19) 7
    Provisions for onerous contracts (5) — — (5) — — —
    Fair value accounting of commodity derivatives and certain gas contracts (456) (213) (3) (56) 95 (279) —
    Impact of exchange rate movements and inflationary adjustments on tax balances 120 24 104 — — — (8)
    Other (105) — (108) — (8) 12 —
    Impact on CCS earnings (1,259) (240) (153) (422) (122) (319) (3)
    Impact on CCS earnings attributable to non-controlling interest — — — — — — —
    Impact on CCS earnings attributable to Shell plc shareholders (1,259) (240) (153) (422) (122) (319) (3)

             Page 29

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                                                   
     
    Q2 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) 143 2 131 (60) (8) 79 —
    Impairment reversals/(impairments) (1,932) (18) (80) (1,055) (619) (161) —
    Redundancy and restructuring (211) (9) (56) (69) (30) (45) (2)
    Provisions for onerous contracts (17) (3) (14) — — — —
    Fair value accounting of commodity derivatives and certain gas contracts 461 (102) (29) 63 211 318 —
    Other1 (1,271) (130) (168) 10 113 7 (1,103)
    Total identified items included in Income/(loss) before taxation (2,826) (260) (215) (1,111) (333) 198 (1,105)
    Less: total identified items included in Taxation charge/(credit) (157) (40) (58) (286) 165 87 (25)
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) 135 1 114 (45) (6) 71 —
    Impairment reversals/(impairments) (1,728) (15) (67) (783) (708) (155) —
    Redundancy and restructuring (147) (6) (33) (50) (23) (33) (1)
    Provisions for onerous contracts (14) (3) (11) — — — —
    Fair value accounting of commodity derivatives and certain gas contracts 319 (98) (7) 45 156 223 —
    Impact of exchange rate movements and inflationary adjustments on tax balances 49 10 (4) — — — 43
    Other1 (1,284) (111) (148) 7 83 5 (1,122)
    Impact on CCS earnings (2,669) (220) (157) (825) (499) 112 (1,080)
    Impact on CCS earnings attributable to non-controlling interest 18 — — — 18 — —
    Impact on CCS earnings attributable to Shell plc shareholders (2,687) (220) (157) (825) (517) 112 (1,080)

    1.Corporate includes reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency translation differences were previously recognised in other comprehensive income and accumulated in equity as part of accumulated other comprehensive income.

             Page 30

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                                                   
     
    Q3 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) (75) 6 23 (10) 3 (98) —
    Impairment reversals/(impairments) (196) — (15) (2) (103) (76) —
    Redundancy and restructuring (20) (3) (4) (5) (4) (2) (3)
    Provisions for onerous contracts — — — — — — —
    Fair value accounting of commodity derivatives and certain gas contracts 258 (350) 38 (2) (88) 659 —
    Other 50 (25) (236) — (97) 408 —
    Total identified items included in Income/(loss) before taxation 17 (371) (194) (18) (288) 891 (3)
    Less: total identified items included in Taxation charge/(credit) 166 4 44 (6) (75) 225 (25)
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) (68) 4 8 (7) 2 (76) —
    Impairment reversals/(impairments) (167) — (12) (1) (79) (75) —
    Redundancy and restructuring (14) (2) (2) (4) (3) (1) (2)
    Provisions for onerous contracts — — — — — — —
    Fair value accounting of commodity derivatives and certain gas contracts 121 (340) 13 — (59) 506 —
    Impact of exchange rate movements and inflationary adjustments on tax balances (51) (13) (62) — — — 24
    Other 29 (25) (184) — (74) 312 —
    Impact on CCS earnings (149) (375) (238) (12) (213) 667 22
    Impact on CCS earnings attributable to non-controlling interest — — — — — — —
    Impact on CCS earnings attributable to Shell plc shareholders (149) (375) (238) (12) (213) 667 22

             Page 31

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                                                   
     
    Nine months 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) — — 155 (185) (35) 68 (3)
    Impairment reversals/(impairments) (2,498) (32) (179) (1,254) (917) (116) —
    Redundancy and restructuring (837) (79) (258) (226) (190) (86) 3
    Provisions for onerous contracts (24) (3) (14) (7) — — —
    Fair value accounting of commodity derivatives and certain gas contracts (1,221) (1,421) (44) (9) (79) 332 —
    Other1 (1,281) (126) (271) 32 148 39 (1,103)
    Total identified items included in Income/(loss) before taxation (5,859) (1,663) (609) (1,649) (1,073) 238 (1,104)
    Less: total identified items included in Taxation charge/(credit) (1,290) (284) (638) (394) 5 55 (35)
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) 2 — 118 (140) (28) 54 (2)
    Impairment reversals/(impairments) (2,201) (24) (171) (965) (952) (89) —
    Redundancy and restructuring (597) (55) (179) (163) (139) (63) 2
    Provisions for onerous contracts (19) (3) (11) (5) — — —
    Fair value accounting of commodity derivatives and certain gas contracts (1,032) (1,198) (11) (6) (69) 250 —
    Impact of exchange rate movements and inflationary adjustments on tax balances 573 8 512 — — — 53
    Other1 (1,293) (107) (228) 24 110 30 (1,122)
    Impact on CCS earnings (4,569) (1,379) 28 (1,255) (1,078) 183 (1,069)
    Impact on CCS earnings attributable to non-controlling interest 18 — — — 18 — —
    Impact on CCS earnings attributable to Shell plc shareholders (4,587) (1,379) 28 (1,255) (1,096) 183 (1,069)

    1.Corporate includes reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency translation differences were previously recognised in other comprehensive income and accumulated in equity as part of accumulated other comprehensive income.

             Page 32

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                                                   
     
    Nine months 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) 35 (1) 76 32 (12) (59) —
    Impairment reversals/(impairments) (2,952) (2,274) (199) (49) (300) (130) —
    Redundancy and restructuring (54) — (10) (22) (4) (1) (16)
    Provisions for onerous contracts (24) — — — (24) — —
    Fair value accounting of commodity derivatives and certain gas contracts 939 (3,047) 387 66 77 3,455 —
    Other 116 (25) (445) 298 (119) 408 —
    Total identified items included in Income/(loss) before taxation (1,941) (5,347) (192) 324 (382) 3,672 (16)
    Less: total identified items included in Taxation charge/(credit) 278 (722) 165 11 (104) 894 34
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) 50 — 80 24 (9) (45) —
    Impairment reversals/(impairments) (2,284) (1,700) (188) (50) (227) (119) —
    Redundancy and restructuring (35) — (3) (17) (3) (1) (11)
    Provisions for onerous contracts (18) — — — (18) — —
    Fair value accounting of commodity derivatives and certain gas contracts 52 (2,821) 106 60 75 2,632 —
    Impact of exchange rate movements and inflationary adjustments on tax balances 8 (31) 78 — — — (39)
    Other 7 (74) (431) 297 (96) 312 —
    Impact on CCS earnings (2,219) (4,625) (357) 314 (278) 2,778 (50)
    Impact on CCS earnings attributable to non-controlling interest — — — — — — —
    Impact on CCS earnings attributable to Shell plc shareholders (2,219) (4,625) (357) 314 (278) 2,778 (50)

    The identified items categories above may include after-tax impacts of identified items of joint ventures and associates which are fully reported within “Share of profit/(loss) of joint ventures and associates” in the Consolidated Statement of Income, and fully reported as identified items included in Income/(loss) before taxation in the table above. Identified items related to subsidiaries are consolidated and reported across appropriate lines of the Consolidated Statement of Income. Only pre-tax identified items reported by subsidiaries are taken into account in the calculation of underlying operating expenses (Reference F).

    Provisions for onerous contracts: Provisions for onerous contracts that relate to businesses that Shell has exited or to redundant assets or assets that cannot be used.

    Fair value accounting of commodity derivatives and certain gas contracts: In the ordinary course of business, Shell enters into contracts to supply or purchase oil and gas products, as well as power and environmental products. Shell also enters into contracts for tolling, pipeline and storage capacity. Derivative contracts are entered into for mitigation of resulting economic exposures (generally price exposure) and these derivative contracts are carried at period-end market price (fair value), with movements in fair value recognised in income for the period. Supply and purchase contracts entered into for operational purposes, as well as contracts for tolling, pipeline and storage capacity, are, by contrast, recognised when the transaction occurs; furthermore, inventory is carried at historical cost or net realisable value, whichever is lower. As a consequence, accounting mismatches occur because: (a) the supply or purchase transaction is recognised in a different period, or (b) the inventory is measured on a different basis. In addition, certain contracts are, due to pricing or delivery conditions, deemed to contain embedded derivatives or written options and are also required to be carried at fair value even though they are entered into for operational purposes. The accounting impacts are reported as identified items.

    Impact of exchange rate movements and inflationary adjustments on tax balances represents the impact on tax balances of exchange rate movements and inflationary adjustments arising on (a) the conversion to dollars of the local currency tax base of non-monetary assets and liabilities, as well as losses (this primarily impacts the Upstream and Integrated Gas segments) and (b) the conversion of dollar-denominated inter-segment loans to local currency, leading to taxable exchange rate gains or losses (this primarily impacts the Corporate segment).

    Other identified items represent other credits or charges that based on Shell management’s assessment hinder the comparative understanding of Shell’s financial results from period to period.

             Page 33

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS

    B.    Adjusted Earnings per share

    Adjusted Earnings per share is calculated as Adjusted Earnings (see Reference A), divided by the weighted average number of shares used as the basis for basic earnings per share (see Note 4).

    C.    Cash capital expenditure

    Cash capital expenditure represents cash spent on maintaining and developing assets as well as on investments in the period. Management regularly monitors this measure as a key lever to delivering sustainable cash flows. Cash capital expenditure is the sum of the following lines from the Consolidated Statement of Cash Flows: Capital expenditure, Investments in joint ventures and associates and Investments in equity securities.

    See Note 2 “Segment information” for the reconciliation of cash capital expenditure.

    D.    Capital employed and Return on average capital employed

    Return on average capital employed (“ROACE”) measures the efficiency of Shell’s utilisation of the capital that it employs. Effective first quarter 2024, the definition of capital employed has been amended to reflect the deduction of cash and cash equivalents. In addition, the numerator applied to ROACE on an Adjusted Earnings plus non-controlling interest basis has been amended to remove interest on cash and cash equivalents for consistency with the revised capital employed definition. Comparative information has been revised to reflect the updated definition. Also, the presentation of ROACE on a net income basis has been discontinued, as this measure is not routinely used by management in assessing the efficiency of capital employed.

    The measure refers to Capital employed which consists of total equity, current debt, and non-current debt reduced by cash and cash equivalents.

    Management believes that the updated methodology better reflects Shell’s approach to managing capital employed, including the management of cash and cash equivalents alongside total debt and equity as part of the financial framework.

    In this calculation, the sum of Adjusted Earnings (see Reference A) plus non-controlling interest (NCI) excluding identified items for the current and previous three quarters, adjusted for after-tax interest expense and after-tax interest income, is expressed as a percentage of the average capital employed excluding cash and cash equivalents for the same period.

                           
     
    $ million Quarters
      Q3 2024 Q2 2024 Q3 2023
    Current debt 10,119 12,114 8,046
    Non-current debt 72,028 72,252 73,944
    Total equity 192,943 192,094 190,237
    Less: Cash and cash equivalents (43,031) (45,094) (35,978)
    Capital employed – opening 232,059 231,366 236,250
    Current debt 12,015 10,849 10,119
    Non-current debt 64,597 64,619 72,028
    Total equity 189,538 187,190 192,943
    Less: Cash and cash equivalents (42,252) (38,148) (43,031)
    Capital employed – closing 223,898 224,511 232,059
    Capital employed – average 227,979 227,939 234,154

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    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                           
     
    $ million Quarters
      Q3 2024 Q2 2024 Q3 2023
    Adjusted Earnings – current and previous three quarters (Reference A) 27,361 27,558 30,758
    Add: Income/(loss) attributable to NCI – current and previous three quarters 376 409 275
    Add: Current cost of supplies adjustment attributable to NCI – current and previous three quarters 56 (25) (12)
    Less: Identified items attributable to NCI (Reference A) – current and previous three quarters 7 7 13
    Adjusted Earnings plus NCI excluding identified items – current and previous three quarters 27,787 27,935 31,008
    Add: Interest expense after tax – current and previous three quarters 2,698 2,650 2,685
    Less: Interest income after tax on cash and cash equivalents – current and previous three quarters 1,392 1,395 1,179
    Adjusted Earnings plus NCI excluding identified items before interest expense and interest income – current and previous three quarters 29,093 29,190 32,514
    Capital employed – average 227,979 227,939 234,154
    ROACE on an Adjusted Earnings plus NCI basis 12.8% 12.8% 13.9%

    E.    Net debt and gearing

    Net debt is defined as the sum of current and non-current debt, less cash and cash equivalents, adjusted for the fair value of derivative financial instruments used to hedge foreign exchange and interest rate risk relating to debt, and associated collateral balances. Management considers this adjustment useful because it reduces the volatility of net debt caused by fluctuations in foreign exchange and interest rates, and eliminates the potential impact of related collateral payments or receipts. Debt-related derivative financial instruments are a subset of the derivative financial instrument assets and liabilities presented on the balance sheet. Collateral balances are reported under “Trade and other receivables” or “Trade and other payables” as appropriate.

    Gearing is a measure of Shell’s capital structure and is defined as net debt (total debt less cash and cash equivalents) as a percentage of total capital (net debt plus total equity).

                           
     
    $ million  
      September 30, 2024 June 30, 2024 September 30, 2023
    Current debt 12,015    10,849    10,119   
    Non-current debt 64,597    64,619    72,028   
    Total debt 76,613    75,468    82,147   
    Of which lease liabilities 25,590    25,600    27,854   
    Add: Debt-related derivative financial instruments: net liability/(asset) 1,694    2,460    3,116   
    Add: Collateral on debt-related derivatives: net liability/(asset) (821)   (1,466)   (1,762)  
    Less: Cash and cash equivalents (42,252)   (38,148)   (43,031)  
    Net debt 35,234    38,314    40,470   
    Total equity 189,538    187,190    192,943   
    Total capital 224,772    225,505    233,414   
    Gearing 15.7  % 17.0  % 17.3  %

    F.    Operating expenses and Underlying operating expenses

    Operating expenses

    Operating expenses is a measure of Shell’s cost management performance, comprising the following items from the Consolidated Statement of Income: production and manufacturing expenses; selling, distribution and administrative expenses; and research and development expenses.

             Page 35

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                                                   
     
    Q3 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Production and manufacturing expenses 6,138 1,164 2,394 367 1,766 453 (6)
    Selling, distribution and administrative expenses 3,139 (1) (39) 2,408 453 209 110
    Research and development 294 27 75 55 34 22 81
    Operating expenses 9,570 1,190 2,430 2,830 2,253 684 185
                                                   
     
    Q2 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Production and manufacturing expenses 5,593 1,050 2,219 320 1,573 422 10
    Selling, distribution and administrative expenses 3,094 64 62 2,295 293 279 101
    Research and development 263 32 61 47 37 24 62
    Operating expenses 8,950 1,146 2,341 2,662 1,902 725 173
                                                   
     
    Q3 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Production and manufacturing expenses 6,384 1,125 2,266 335 1,900 760 (1)
    Selling, distribution and administrative expenses1 3,447 50 42 2,448 501 286 121
    Research and development1 267 30 77 60 44 (26) 81
    Operating expenses 10,097 1,204 2,384 2,843 2,444 1,021 201
                                                   
     
    Nine months 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Production and manufacturing expenses 17,541 3,170 6,881 1,052 4,973 1,454 10
    Selling, distribution and administrative expenses 9,208 125 80 6,891 1,166 646 300
    Research and development 768 85 194 136 104 58 192
    Operating expenses 27,517 3,380 7,156 8,079 6,243 2,158 501
                                                   
     
    Nine months 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Production and manufacturing expenses 18,433 3,341 6,591 1,030 5,579 1,878 14
    Selling, distribution and administrative expenses1 9,811 114 217 6,906 1,494 787 293
    Research and development1 817 84 216 184 129 2 202
    Operating expenses 29,062 3,540 7,024 8,120 7,201 2,667 509

    1.From the first quarter 2024, Wholesale commercial fuels forms part of Mobility with inclusion in the Marketing segment (previously Chemicals and Products segment). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact between Marketing and Chemicals and Products segments (see Note 2). Also, from the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments (see Note 2).

    Underlying operating expenses

    Underlying operating expenses is a measure aimed at facilitating a comparative understanding of performance from period to period by removing the effects of identified items, which, either individually or collectively, can cause volatility, in some cases driven by external factors.

             Page 36

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS
                                       
         
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    9,570    8,950    10,097    Operating expenses 27,517    29,062   
    (552)   (210)   (19)   Redundancy and restructuring (charges)/reversal (834)   (51)  
    (154)   (212)   (343)   (Provisions)/reversal (366)   (376)  
    —    123    —    Other 252    —   
    (706)   (299)   (362)   Total identified items (948)   (426)  
    8,864    8,651    9,735    Underlying operating expenses 26,569    28,635   

    G.    Free cash flow and Organic free cash flow

    Free cash flow is used to evaluate cash available for financing activities, including dividend payments and debt servicing, after investment in maintaining and growing the business. It is defined as the sum of “Cash flow from operating activities” and “Cash flow from investing activities”.

    Cash flows from acquisition and divestment activities are removed from Free cash flow to arrive at the Organic free cash flow, a measure used by management to evaluate the generation of free cash flow without these activities.

                                       
     
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    14,684    13,508    12,332    Cash flow from operating activities 41,522    41,622   
    (3,857)   (3,338)   (4,827)   Cash flow from investing activities (10,723)   (12,080)  
    10,827    10,170    7,505    Free cash flow 30,799    29,542   
    194    769    259    Less: Divestment proceeds (Reference I) 1,988    2,477   
    —    —    (3)   Add: Tax paid on divestments (reported under “Other investing cash outflows”) —    —   
    —    189    3    Add: Cash outflows related to inorganic capital expenditure1 251    2,316   
    10,633    9,590    7,246    Organic free cash flow2 29,062    29,381   

    1.Cash outflows related to inorganic capital expenditure includes portfolio actions which expand Shell’s activities through acquisitions and restructuring activities as reported in capital expenditure lines in the Consolidated Statement of Cash Flows.

    2.Free cash flow less divestment proceeds, adding back outflows related to inorganic expenditure.

    H.    Cash flow from operating activities and cash flow from operating activities excluding working capital movements

    Working capital movements are defined as the sum of the following items in the Consolidated Statement of Cash Flows: (i) (increase)/decrease in inventories, (ii) (increase)/decrease in current receivables, and (iii) increase/(decrease) in current payables.

    Cash flow from operating activities excluding working capital movements is a measure used by Shell to analyse its operating cash generation over time excluding the timing effects of changes in inventories and operating receivables and payables from period to period.

                                       
     
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    14,684    13,508    12,332    Cash flow from operating activities 41,522    41,622   
    2,705    (954)   (3,151)   (Increase)/decrease in inventories 1,143    2,237   
    4,057    1,965    (1,126)   (Increase)/decrease in current receivables 5,827    13,105   
    (4,096)   (1,269)   4,498    Increase/(decrease) in current payables1 (7,314)   (10,881)  
    2,665    (258)   221    (Increase)/decrease in working capital (344)   4,462   
    12,019    13,766    12,111    Cash flow from operating activities excluding working capital movements 41,867    37,160   

    1.To further enhance consistency between working capital and the Balance Sheet and the Statement of Cash Flows, from January 1, 2024, onwards movements in current other provisions are recognised in ‘Decommissioning and other provisions’ instead of ‘Increase/(decrease) in current payables’. Comparatives for the third quarter 2023 and the nine months 2023 have been reclassified accordingly by $212 million and $40 million respectively to conform with current period presentation.

             Page 37

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS

    I.    Divestment proceeds

    Divestment proceeds represent cash received from divestment activities in the period. Management regularly monitors this measure as a key lever to deliver free cash flow.

                                       
     
    Quarters $ million Nine months
    Q3 2024 Q2 2024 Q3 2023   2024 2023
    94    710 184 Proceeds from sale of property, plant and equipment and businesses 1,128 2,024
    94    57 68 Proceeds from joint ventures and associates from sale, capital reduction and repayment of long-term loans 284 425
    6    2 7 Proceeds from sale of equity securities 576 28
    194    769 259 Divestment proceeds 1,988 2,477

             Page 38

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS

    CAUTIONARY STATEMENT

    All amounts shown throughout this Unaudited Condensed Interim Financial Report are unaudited. All peak production figures in Portfolio Developments are quoted at 100% expected production. The numbers presented throughout this Unaudited Condensed Interim Financial Report may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures, due to rounding.

    The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this Unaudited Condensed Interim Financial Report, “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this Unaudited Condensed Interim Financial Report, refer to entities over which Shell plc either directly or indirectly has control. The term “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

    Forward-Looking Statements

    This Unaudited Condensed Interim Financial Report contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this Unaudited Condensed Interim Financial Report, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cybersecurity breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this Unaudited Condensed Interim Financial Report are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this Unaudited Condensed Interim Financial Report and should be considered by the reader. Each forward-looking statement speaks only as of the date of this Unaudited Condensed Interim Financial Report, October 31, 2024. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Unaudited Condensed Interim Financial Report.

    Shell’s Net Carbon Intensity

    Also, in this Unaudited Condensed Interim Financial Report we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI are for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

    Shell’s Net-Zero Emissions Target

    Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

    Forward-Looking Non-GAAP measures

    This Unaudited Condensed Interim Financial Report may contain certain forward-looking non-GAAP measures such as cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

    The contents of websites referred to in this Unaudited Condensed Interim Financial Report do not form part of this Unaudited Condensed Interim Financial Report.

    We may have used certain terms, such as resources, in this Unaudited Condensed Interim Financial Report that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

    This Unaudited Condensed Interim Financial Report contains inside information.

             Page 39

         
     
    SHELL PLC
    3rd QUARTER 2024 UNAUDITED RESULTS

    October 31, 2024

         
    The information in this Unaudited Condensed Interim Financial Report reflects the unaudited consolidated interim financial position and results of Shell plc. Company No. 4366849, Registered Office: Shell Centre, London, SE1 7NA, England, UK.

    Contacts:

    – Sean Ashley, Company Secretary

    – Media: International +44 (0) 207 934 5550; USA +1 832 337 4355

    LEI number of Shell plc: 21380068P1DRHMJ8KU70

    Classification: Inside Information

             Page 40

    The MIL Network –

  • MIL-OSI: Shell plc publishes third quarter 2024 press release

    Source: GlobeNewswire (MIL-OSI)

    London, October 31, 2024

    “Shell delivered another set of strong results. We continue to deliver more value with less emissions, whilst enhancing the resilience of our balance sheet. Today, we announce another $3.5 billion buyback programme for the next three months, making this the 12th consecutive quarter in which we have announced $3 billion or more in buybacks.”

    Shell plc Chief Executive Officer, Wael Sawan


     

    STRONG RESULTS, CONSISTENT DISTRIBUTIONS

    • Q3 2024 Adjusted Earnings1 of $6.0 billion, despite the lower crude prices and weaker refining margins, reflect strong operational performance in Integrated Gas, Upstream and Marketing.
    • CFFO of $14.7 billion for the quarter includes a working capital inflow of $2.7 billion; net debt reduced to $35.2 billion ($9.6 billion excluding lease liabilities).
    • Cash capex for 2024 is expected to be below the lower end of the $22 – 25 billion range.
    • Commencing a $3.5 billion share buyback programme, expected to be completed by Q4 2024 results announcement. Over the last 4 quarters, total shareholder distributions paid were 43% of CFFO. Dividend stable at $0.344 per ordinary share.
    $ million1 Adj. Earnings Adj. EBITDA CFFO Cash capex
    Integrated Gas 2,871 5,234 3,623 1,236
    Upstream 2,443 7,871 5,268 1,974
    Marketing 1,182 2,081 2,722 525
    Chemicals & Products2 463 1,240 3,321 761
    Renewables & Energy Solutions (162) (75) (364) 409
    Corporate (643) (346) 115 45
    Less: Non-controlling interest (NCI) 126      
    Shell Q3 2024 6,028 16,005 14,684 4,950
    Q2 2024 6,293 16,806 13,508 4,719

    1Income/(loss) attributable to shareholders for Q3 2024 is $4.3 billion. Reconciliation of non-GAAP measures can be found in the unaudited results, available at www.shell.com/investors.

    2Chemicals & Products Adjusted Earnings at a subsegment level are as follows – Chemicals $(0.1) billion and Products $0.6 billion.

    • CFFO of $14.7 billion for Q3 2024 includes a working capital inflow of $2.7 billion mainly due to lower prices. CFFO reflects tax payments of $3.0 billion. Net debt reduced by $3.1 billion over the quarter to $35.2 billion ($9.6 billion excluding lease liabilities).
    $ billion1 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
    Divestment proceeds 0.3 0.6 1.0 0.8 0.2
    Free cash flow 7.5 6.9 9.8 10.2 10.8
    Net debt 40.5 43.5 40.5 38.3 35.2

    1 Reconciliation of non-GAAP measures can be found in the unaudited results, available at www.shell.com/investors.

    Q3 2024 FINANCIAL PERFORMANCE DRIVERS

    INTEGRATED GAS

    Key data Q2 2024 Q3 2024 Q4 2024 outlook
    Realised liquids price ($/bbl) 68 63 —
    Realised gas price ($/thousand scf) 7.6 7.9 —
    Production (kboe/d) 980 941 900 – 960
    LNG liquefaction volumes (MT) 6.9 7.5 6.9 – 7.5
    LNG sales volumes (MT) 16.4 17.0 —
    • Adjusted Earnings were higher than in Q2 2024, due to higher LNG liquefaction volumes. Trading and optimisation results
      were in line with a strong Q2 2024.
    • Q4 2024 production outlook reflects scheduled maintenance at Pearl GTL in Qatar.

    UPSTREAM

    Key data Q2 2024 Q3 2024 Q4 2024 outlook
    Realised liquids price ($/bbl) 78 75 —
    Realised gas price ($/thousand scf) 6.2 6.6 —
    Liquids production (kboe/d) 1,297 1,321 —
    Gas production (million scf/d) 2,818 2,844 —
    Total production (kboe/d) 1,783 1,811 1,750 – 1,950
    • Adjusted Earnings were higher than in Q2 2024, as lower prices were offset by lower well write-offs than in the previous quarter.

    MARKETING

    Key data Q2 2024 Q3 2024 Q4 2024 outlook
    Marketing sales volumes (kb/d) 2,868 2,945 2,550 – 3,050
    Mobility (kb/d) 2,078 2,119 —
    Lubricants (kb/d) 84 81 —
    Sectors & Decarbonisation (kb/d) 706 745 —

    Wholesale commercial fuels, previously reported in the Chemicals & Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024.
    Comparative information for the Marketing segment and the Chemicals & Product segment has been revised.

    • Adjusted Earnings were higher than in Q2 2024 due to improved Mobility unit margins and impact of seasonally higher volumes.

    CHEMICALS & PRODUCTS

    Key data Q2 2024 Q3 2024 Q4 2024 outlook
    Refinery processing intake (kb/d) 1,429 1,305 —
    Chemicals sales volumes (kT) 3,052 3,015 —
    Refinery utilisation (%) 92 81 75 – 83
    Chemicals manufacturing plant utilisation (%) 80 76 72 – 80
    Global indicative refining margin ($/bbl) 7.7 5.5 —
    Global indicative chemical margin ($/t) 155 164 —

    Wholesale commercial fuels, previously reported in the Chemicals & Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024.

    Comparative information for the Marketing segment and the Chemicals & Products segment has been revised.

    • Lower refining margins in Q3 2024 were driven by a stabilising market with increased supply. Chemicals Adjusted Earnings
      were lower than in Q2 2024 due to lower utilisation and lower realised prices.
    • Trading and optimisation results were in line with Q2 2024.

    RENEWABLES & ENERGY SOLUTIONS

    Key data Q2 2024 Q3 2024
    External power sales (TWh) 74 79
    Sales of pipeline gas to end-use customers (TWh) 148 148
    Renewables power generation capacity (GW)* 7.1 7.3
    • in operation (GW)
    		 3.3 3.4
    • under construction and/or committed for sale (GW)
    		 3.8 3.9

      *Excludes Shell’s equity share of associates where information cannot be obtained.

    • Adjusted Earnings were in line with Q2 2024.

    Renewables and Energy Solutions includes activities such as renewable power generation, the marketing and trading and optimisation of power and pipeline gas, as well as carbon credits, and digitally enabled customer solutions.
    It also includes the production and marketing of hydrogen, development of commercial carbon capture and storage hubs, investment in nature-based projects that avoid or reduce carbon emissions, and Shell Ventures, which invests in companies that work to accelerate the energy and mobility transformation.

    CORPORATE

    Key data Q2 2024 Q3 2024 Q4 2024 outlook
    Adjusted Earnings ($ billion) (0.6) (0.6) (0.8) – (0.6)
    • The Adjusted Earnings outlook is a net expense of $2.2 – 2.4 billion for the full year 2024.

    UPCOMING ANNOUNCED INVESTOR EVENTS

    January 30, 2025 Fourth quarter 2024 results and dividends
    May 2, 2025 First quarter 2025 results and dividends
    July 31, 2025 Second quarter 2025 results and dividends
    October 30, 2025 Third quarter 2025 results and dividends

    USEFUL LINKS

    Results materials Q3 2024

    Quarterly Databook Q3 2024

    Webcast registration Q3 2024

    Dividend announcement Q3 2024

    ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

    This announcement includes certain measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles (GAAP) such as IFRS, including Adjusted Earnings, Adjusted EBITDA, CFFO excluding working capital movements, Cash capital expenditure, free cash flow, Divestment proceeds and Net debt. This information, along with comparable GAAP measures, is useful to investors because it provides a basis for measuring Shell plc’s operating performance and ability to retire debt and invest in new business opportunities. Shell plc’s management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating the business performance.

    This announcement may contain certain forward-looking non-GAAP measures for cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile the non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of the company, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are estimated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

    CAUTIONARY STATEMENT

    The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. “Subsidiaries”, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

    This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; “anticipate”; “believe”; “commit”; “commitment”; “could”; “estimate”; “expect”; “goals”; “intend”; “may”; “milestones”; “objectives”; “outlook”; “plan”; “probably”; “project”; “risks”; “schedule”; “seek”; “should”; “target”; “will”; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this [report], including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cyber security breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this [report] and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, October 31, 2024. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

    All amounts shown throughout this announcement are unaudited. The numbers presented throughout this announcement may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures, due to rounding.

    Shell’s Net Carbon Intensity

    Also, in this announcement we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

    Shell’s Net-Zero Emissions Target

    Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

    The content of websites referred to in this announcement does not form part of this announcement.

    We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

    The financial information presented in this announcement does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (“the Act”). Statutory accounts for the year ended December 31, 2023 were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales, and in Shell’s Form 20-F. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Act.

    The information in this announcement does not constitute the unaudited condensed consolidated financial statements which are contained in Shell’s third quarter 2024 unaudited results available on www.shell.com/investors.

    CONTACTS

    • Media: International +44 207 934 5550; USA +1 832 337 4355

    The MIL Network –

  • MIL-OSI USA: Removing Barriers to American Leadership in Artificial Intelligence

    US Senate News:

    Source: The White House
    By the authority vested in me as President by the Constitution and the laws of the United States of America, it is hereby ordered as follows:
    Section 1. Purpose. The United States has long been at the forefront of artificial intelligence (AI) innovation, driven by the strength of our free markets, world-class research institutions, and entrepreneurial spirit. To maintain this leadership, we must develop AI systems that are free from ideological bias or engineered social agendas. With the right Government policies, we can solidify our position as the global leader in AI and secure a brighter future for all Americans.This order revokes certain existing AI policies and directives that act as barriers to American AI innovation, clearing a path for the United States to act decisively to retain global leadership in artificial intelligence.
    Sec. 2. Policy. It is the policy of the United States to sustain and enhance America’s global AI dominance in order to promote human flourishing, economic competitiveness, and national security.
    Sec. 3. Definition. For the purposes of this order, “artificial intelligence” or “AI” has the meaning set forth in 15 U.S.C. 9401(3).
    Sec. 4. Developing an Artificial Intelligence Action Plan. (a) Within 180 days of this order, the Assistant to the President for Science and Technology (APST), the Special Advisor for AI and Crypto, and the Assistant to the President for National Security Affairs (APNSA), in coordination with the Assistant to the President for Economic Policy, the Assistant to the President for Domestic Policy, the Director of the Office of Management and Budget (OMB Director), and the heads of such executive departments and agencies (agencies) as the APST and APNSA deem relevant, shall develop and submit to the President an action plan to achieve the policy set forth in section 2 of this order.
    Sec. 5. Implementation of Order Revocation. (a) The APST, the Special Advisor for AI and Crypto, and the APNSA shall immediately review, in coordination with the heads of all agencies as they deem relevant, all policies, directives, regulations, orders, and other actions taken pursuant to the revoked Executive Order 14110 of October 30, 2023 (Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence). The APST, the Special Advisor for AI and Crypto, and the APNSA shall, in coordination with the heads of relevant agencies, identify any actions taken pursuant to Executive Order 14110 that are or may be inconsistent with, or present obstacles to, the policy set forth in section 2 of this order. For any such agency actions identified, the heads of agencies shall, as appropriate and consistent with applicable law, suspend, revise, or rescind such actions, or propose suspending, revising, or rescinding such actions. If in any case such suspension, revision, or rescission cannot be finalized immediately, the APST and the heads of agencies shall promptly take steps to provide all available exemptions authorized by any such orders, rules, regulations, guidelines, or policies, as appropriate and consistent with applicable law, until such action can be finalized.(b) Within 60 days of this order, the OMB Director, in coordination with the APST, shall revise OMB Memoranda M-24-10 and M-24-18 as necessary to make them consistent with the policy set forth in section 2 of this order.
    Sec. 6. General Provisions. (a) Nothing in this order shall be construed to impair or otherwise affect:(i) the authority granted by law to an executive department or agency, or the head thereof; or(ii) the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals.(b) This order shall be implemented consistent with applicable law and subject to the availability of appropriations.(c) This order is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.
    THE WHITE HOUSE,January 23, 2025.

    MIL OSI USA News –

  • MIL-OSI Security: PRESS RELEASE BY UNITED STATES ATTORNEY RELATING TO NOVEMBER 2024 GENERAL ELECTION

    Source: Office of United States Attorneys

    Hagatña, Guam – SHAWN N. ANDERSON, United States Attorney for the Districts of Guam and the Northern Mariana Islands announced today the assignment of Assistant United States Attorneys (AUSA) who will lead the efforts of his Office in connection with the Justice Department’s nationwide Election Day Program for the upcoming November 5, 2024, general election.  AUSA Marivic P. David will serve as the District Election Officer (DEO) for the District of Guam and AUSA Eric S. O’Malley will serve as the DEO for the District of the Northern Mariana Islands. They are responsible for overseeing each district’s handling of election day complaints of voting rights concerns, threats of violence to election officials or staff, and election fraud, in consultation with Justice Department Headquarters in Washington DC.

    United States Attorney Anderson said, “Every citizen must be able to vote without interference or discrimination and to have that vote counted in a fair and free election.  Similarly, election officials and staff must be able to serve without being subject to unlawful threats of violence.  The Department of Justice will always work tirelessly to protect the integrity of the election process.”

    The Department of Justice has an important role in deterring and combatting discrimination and intimidation at the polls, threats of violence directed at election officials and poll workers, and election fraud.  The Department will address these violations wherever they occur. The Department’s longstanding Election Day Program furthers these goals and also seeks to ensure public confidence in the electoral process by providing local points of contact within the Department for the public to report possible federal election law violations.

    Federal law protects against such crimes as threatening violence against election officials or staff, intimidating or bribing voters, buying and selling votes, impersonating voters, altering vote tallies, stuffing ballot boxes, and marking ballots for voters against their wishes or without their input.  It also contains special protections for the rights of voters, and provides that they can vote free from interference, including intimidation, and other acts designed to prevent or discourage people from voting or voting for the candidate of their choice.  The Voting Rights Act protects the right of voters to mark their own ballot or to be assisted by a person of their choice (where voters need assistance because of disability or inability to read or write in English). 

    United States Attorney Anderson stated that: “The franchise is the cornerstone of American democracy.  We all must ensure that those who are entitled to the franchise can exercise it if they choose, and that those who seek to corrupt it are brought to justice. In order to respond to complaints of voting rights concerns and election fraud during the upcoming election, and to ensure that such complaints are directed to the appropriate authorities, DEOs will be on duty in this District while the polls are open.  Ms. David can be reached by the public at (671) 479-4120. Mr. O’Malley can be contacted at (670) 236-2986.”

    In addition, the FBI will have special agents available in each field office and resident agency throughout the country to receive allegations of election fraud and other election abuses on election day.  The public can contact the FBI at the following numbers:

    • Honolulu Field Office 24/7 (808) 566-4300
    • Guam Office (671) 472-7465
    • Northern Mariana Islands Office (670) 322-6934

    Complaints about possible violations of the federal voting rights laws can be made directly to the Civil Rights Division in Washington, DC by complaint form at https://civilrights.justice.gov/ or by phone at 800-253-3931.

    United States Attorney Anderson said, “Ensuring free and fair elections depends in large part on the assistance of the American electorate.  It is important that those who have specific information about voting rights concerns or election fraud make that information available to the Department of Justice.”

    Please note, however, in the case of a crime of violence or intimidation, please call 911 immediately and before contacting federal authorities. Local police has primary jurisdiction over polling places, and almost always has faster reaction capacity in an emergency.

    MIL Security OSI –

  • MIL-OSI USA: Justice Department Releases Information on Efforts to Protect the Right to Vote, Prosecute Election Fraud, and Secure Elections

    Source: US State of California

    Consistent with longstanding Justice Department practices and procedures, the department today is providing information about its efforts, through the Civil Rights Division, Criminal Division, National Security Division (NSD), and U.S. Attorneys’ Offices throughout the country, to ensure that all qualified voters have the opportunity to cast their ballots and have their votes counted free of discrimination, intimidation, or criminal activity in the election process, and to ensure that our elections are secure and free from foreign malign influence and interference.

    Civil Rights Division

    The department’s Civil Rights Division is responsible for ensuring compliance with the civil provisions of federal statutes that protect the right to vote and with the criminal provisions of federal statutes prohibiting discriminatory interference with that right. This work is often performed in partnership with U.S. Attorneys’ Offices.

    The Civil Rights Division’s Voting Section enforces the civil provisions of a wide range of federal statutes that protect the right to vote including: the Voting Rights Act; National Voter Registration Act; Uniformed and Overseas Citizens Absentee Voting Act; Help America Vote Act; and Civil Rights Acts. Among other things, collectively, these laws:

    • Prohibit election practices that have either a discriminatory purpose or a discriminatory result on account of race, color, or language minority status;
    • Prohibit intimidation of voters;
    • Allow voters who need assistance in voting because of disability or inability to read or write to receive assistance from a person of their choice (other than agents of their employer or union);
    • Require minority language election materials and assistance in certain jurisdictions;
    • Require accessible voting systems for voters with disabilities;
    • Require that provisional ballots be offered to voters who assert they are registered and eligible to vote in the jurisdiction, but whose names do not appear on poll books;
    • Require states to provide for absentee voting for uniformed service members serving away from home, their family members also away from home due to that service, and U.S. citizens living abroad; and
    • Require covered states to offer the opportunity to register to vote through offices that provide driver licenses, public assistance, and disability services, as well as through the mail, and to take steps regarding maintaining voter registration lists.

    The Civil Rights Division’s Disability Rights Section enforces the Americans with Disabilities Act (ADA), which prohibits discrimination in voting based on disability. The ADA applies to all aspects of voting, including voter registration, selection and accessibility of voting facilities, and the casting of ballots on Election Day or during early voting, whether in-person or absentee.

    The Civil Rights Division’s Criminal Section enforces federal criminal statutes that prohibit voter intimidation and voter interference based on race, color, national origin, or religion.

    • Throughout the election cycle, Civil Rights Division attorneys in the Voting, Disability Rights, and Criminal Sections in Washington, D.C., will be ready to receive complaints of potential violations of any of the statutes the Civil Rights Division enforces. The Civil Rights Division will work closely with counterparts at U.S. Attorneys’ Offices and other department components to review and take appropriate action concerning these complaints.
    • Individuals with complaints related to possible violations of the federal voting rights laws can call the Justice Department’s toll-free telephone line at 800-253-3931, and can also submit complaints at www.civilrights.justice.gov.
    • Individuals with questions or complaints related to the ADA may call the Justice Department’s toll-free ADA information line at 800-514-0301 or 833-610-1264 (TTY) or submit a complaint through a link on the department’s ADA website at www.ada.gov.

    Complaints related to violence, threats of violence, or intimidation at a polling place should always be reported immediately to local authorities by calling 911. They should also be reported to the department after local authorities are contacted.

    Criminal Division and the Department’s 94 U.S. Attorneys’ Offices

    The department’s Criminal Division oversees the enforcement of federal laws that criminalize certain forms of election fraud and vindicate the integrity of the federal election process.

    The Criminal Division’s Public Integrity Section and U.S. Attorneys’ Offices are responsible for enforcing the federal criminal laws that prohibit various forms of election crimes, such as destruction of ballots, vote-buying, multiple voting, submission of fraudulent ballots or registrations, alteration of votes, and malfeasance by postal or election officials and employees. See Justice Manual 9-85.210 (discussing requirements regarding election crime matters); 9-85.300 (discussing approach to ballot fraud); 9-85.400 (discussing application of 18 U.S.C. § 592); 9-85.500 (discussing timing of actions).

    The Criminal Division and the U.S. Attorneys’ Offices are also responsible for enforcing federal criminal law prohibiting unlawful threats of violence against election workers, and prohibiting voter intimidation and voter suppression for reasons other than race, color, national origin, or religion (as noted above, voter intimidation and voter suppression that has a basis in race, color, national origin, or religion is addressed by the Civil Rights Division often in partnership with the U.S. Attorneys’ Offices).

    U.S. Attorneys’ Offices around the country designate Assistant U.S. Attorneys who serve as District Election Officers (DEOs) in their respective districts. DEOs are responsible for overseeing potential election-crime matters in their districts, and for coordinating with the department’s election-crime experts in Washington, D.C.

    The U.S. Attorneys’ Offices work with specially trained FBI personnel in each district to ensure that complaints from the public involving possible election crimes are handled appropriately. Specifically:

    • In consultation with federal prosecutors at the Public Integrity Section in Washington, D.C., the DEOs in U.S. Attorneys’ Offices, FBI officials at headquarters in Washington, D.C., and FBI special agents serving as Election Crime Coordinators in the FBI’s 56 field offices will be on duty while polls are open to receive complaints from the public.
    • Election-crime complaints should be directed to the local U.S. Attorney’s Office or the local FBI field office. A list of U.S. Attorneys’ Offices and their telephone numbers can be found at www.justice.gov/usao/districts. A list of FBI field offices and accompanying telephone numbers can be found at www.fbi.gov/contact-us.
    • Public Integrity Section prosecutors are available to consult and coordinate with the U.S. Attorneys’ Offices and the FBI regarding the handling of election-crime allegations.

    All complaints related to violence, threats of violence, or intimidation at a polling place should be reported first to local police authorities by calling 911. After alerting local law enforcement to such emergencies by calling 911, the public should contact the Justice Department.

    National Security Division

    The department’s National Security Division (NSD) supervises the investigation and prosecution of cases affecting or relating to national security, including any cases involving foreign malign influence and interference in elections or violent extremist threats to elections. In this context:

    • NSD oversees matters involving a range of malign influence activities that foreign governments may attempt.
    • NSD’s Counterintelligence and Export Control Section oversees matters involving covert information operations (e.g., to promulgate disinformation through social media); covert efforts to support or denigrate political candidates or organizations; and other covert influence operations that might violate various criminal statutes.
    • NSD’s National Security Cyber Section oversees such matters when they are cyber-enabled (i.e., when online platforms, such as social media and other online services, are central to the commission of the offense), as well as those involving computer hacking of election or campaign infrastructure.
    • NSD’s Counterterrorism Section oversees matters involving international and domestic terrorism and supports law enforcement in preventing any acts of terrorism that impact Americans, including any violent extremism that might threaten election security.

    As in past elections, the National Security Division will work closely with counterparts at the FBI and our U.S. Attorneys’ Offices to protect our nation’s elections from any national security threats. Attorneys from National Security Division sections will be partnered with FBI Headquarters components to provide support to U.S. Attorneys’ Offices and FBI field offices to counter any such threats. The Department of Homeland Security also plays its own important role in safeguarding critical election infrastructure from cyber and other threats.

    Complaints related to violence, threats of violence, or intimidation at a polling place should always be reported immediately to local authorities by calling 911 and, after local authorities are contacted, then should be reported also to the department.

    Protecting the right to vote, prosecuting election crimes, and securing our elections are all essential to maintaining the confidence of all Americans in our democratic system of government. The department encourages anyone with information regarding concerns in these subject areas to contact the appropriate authorities.

    For more information about the department’s work to ensure compliance with federal civil and criminal laws related to voting, please visit www.justice.gov/voting and www.justice.gov/criminal/criminal-pin/election-crimes-branch.

    MIL OSI USA News –

  • MIL-OSI USA News: Fact Sheet: Executive Order to Establish United States Leadership in Digital Financial Technology

    Source: The White House

    ENSURING U.S. LEADERSHIP IN DIGITAL FINANCIAL TECHNOLOGY: Today, President Donald J. Trump signed an Executive Order to establish regulatory clarity for digital financial technology and secure America’s position as the world’s leader in the digital asset economy, driving innovation and economic opportunity for all Americans.

    • The Executive Order establishes the Presidential Working Group on Digital Asset Markets to strengthen U.S. leadership in digital finance.
      • The Working Group will be tasked with developing a Federal regulatory framework governing digital assets, including stablecoins, and evaluating the creation of a strategic national digital assets stockpile.
      • The Working Group will be chaired by the White House AI & Crypto Czar and include the Secretary of the Treasury, the Chairman of the Securities and Exchange Commission, and the heads of other relevant departments and agencies.
      • The White House AI & Crypto Czar will engage leading experts in digital assets and digital markets to ensure that the actions of the Working Group are informed by expertise beyond the Federal Government.
    • The Executive Order directs departments and agencies with identifying and making recommendations to the Working Group on any regulations and other agency actions affecting the digital assets sector that should be rescinded or modified.
    • The Executive Order prohibits agencies from undertaking any action to establish, issue, or promote central bank digital currencies (CBDCs).
    • The Executive Order revokes the previous Administration’s Digital Assets Executive Order and the Treasury Department’s Framework for International Engagement on Digital Assets which suppressed innovation and undermined U.S. economic liberty and global leadership in digital finance.

    ELIMINATING REGULATORY OVERREACH ON DIGITAL ASSETS AND PROTECTING AMERICAN ECONOMIC LIBERTY: President Trump is fulfilling his promise to make the United States the “crypto capital of the planet.”

    • President Trump will help make the United States the center of digital financial technology innovation by halting aggressive enforcement actions and regulatory overreach that have stifled crypto innovation under previous administrations.
    • President Trump’s policy vision marks an unprecedented step towards welcoming in a new era for digital financial technology; one in which President Trump’s administration will work towards ensuring innovation thrives, regulatory frameworks are clear, and economic liberty is protected.
    • The growth of digital financial technology in America must remain unhindered by restrictive regulations or unnecessary government interference.

    MIL OSI USA News –

  • MIL-OSI Security: Felon in Possession Sentenced to 12 Years in Prison Following Shooting at the Palm Beach Gardens Mall

    Source: United States Bureau of Alcohol Tobacco Firearms and Explosives (ATF)

    MIAMI – A felon in possession of a firearm was sentenced to 144 months in prison, following a shooting at the Palm Beach Gardens Mall (The Gardens Mall) on Valentine’s Day.

    Yesterday, U.S. District Judge Aileen M. Cannon imposed an upward variance in sentencing Devon Jamal Graham, 29, to 144 months in prison. Graham previously pled guilty to possession of ammunition by a convicted felon, possession of a firearm and ammunition by a convicted felon, possession with the intent to distribute a controlled substance containing fentanyl and cocaine, and possession of a firearm in furtherance of a drug trafficking crime.

    Kamarcio Mitchell, 29, a second man who was arrested following the shooting at The Gardens Mall, is scheduled to be sentenced on Nov. 21 at 9:30 a.m. before Judge Cannon in Fort Pierce, Fla. Mitchell previously pled guilty to possession of a firearm and ammunition as a convicted felon, and possession with intent to distribute fentanyl.

    On Feb. 14, both Mitchell and Graham were at The Gardens Mall, both separately in possession of a firearm. Mitchell was on the second level of The Gardens Mall near a retail store. Mitchell followed Graham onto the escalator and was manipulating an object under his shirt. Mitchell was then fired upon by Graham and shot. Mitchell fled the mall to the parking lot, leaving a trail of blood. A loaded firearm that had been disassembled was found in the parking lot by police, near the blood trail. Mitchell was later treated for his injury at a local hospital. Upon his later arrest on a federal warrant, authorities discovered Mitchell in possession of a distribution quantity of fentanyl after he unsuccessfully tried to toss the drugs.

    Two firearms were recovered from the vehicle Graham used to travel to the mall, along with a bag containing 35 capsules with a mixture containing fentanyl and a pill bottle with approximately 16 grams of cocaine.

    The recovered firearms had previously travelled in interstate commerce.

    U.S. Attorney Markenzy Lapointe for the Southern District of Florida, Special Agent in Charge Jeffrey B. Veltri of the FBI, Miami Field Office, Special Agent in Charge Christopher A. Robinson of the Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF), Miami Field Division, U.S. Marshal Gadyaces S. Serralta of the U.S. Marshals Service, Chief Dominick Pape of the Palm Beach Gardens Police Department, and Sheriff Ric Bradshaw of the Palm Beach County Sheriff’s Office announced the sentencing.

    The Office of State Attorney Dave Aronberg for the 15th Judicial Circuit – Palm Beach County provided invaluable assistance. Assistant U.S. Attorneys John McMillan and Shannon O’Shea Darsch are prosecuting the case.

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

    Related court documents and information may be found on the website of the District Court for the Southern District of Florida at www.flsd.uscourts.gov or at http://pacer.flsd.uscourts.gov under case number 24-cr-80022.

    ###

    MIL Security OSI –

  • MIL-OSI Security: U.S. Attorney’s Office Highlights Efforts to Protect the Right to Vote, Prosecute Election Fraud, and Secure Elections

    Source: Office of United States Attorneys

    FAIRVIEW HEIGHTS, Ill. – Consistent with longstanding Justice Department practices, U.S. Attorney Rachelle Aud Crowe is highlighting the office’s efforts to ensure all qualified voters have the opportunity to cast their ballots free of discrimination, intimidation, or criminal activity in the election process, and to ensure elections are secure against foreign malign interference.

    “The Justice Department prioritizes ensuring fair elections, and our success will depend on the assistance we receive from the American electorate,” said U.S. Attorney Rachelle Aud Crowe. “It’s critical for those who have specific information about voting rights concerns or election fraud to make that information available to the Department of Justice.”

    U.S. Attorney Crowe designated Assistant U.S. Attorney Peter Reed to lead the efforts in southern Illinois for the Justice Department’s nationwide Election Day Program for the upcoming Nov. 5 general election.

    AUSA Reed serves as the District Election Officer for the Southern District of Illinois, and in that capacity, is responsible for overseeing the handling of election day complaints for voting rights concerns, threats of violence to election officials or staff, and election fraud, in consultation with Justice Department Headquarters in Washington.

    The Department of Justice has an important role in deterring and combatting discrimination and intimidation at the polls, threats of violence directed at election officials and poll workers, and election fraud. The Department’s longstanding Election Day Program furthers these goals and seeks to ensure public confidence in the electoral process by providing local points of contact within the Department for the public to report possible federal election law violations.

    Federal law protects against such crimes as threatening violence against election officials or staff, intimidating or bribing voters, buying and selling votes, impersonating voters, altering vote tallies, stuffing ballot boxes, and marking ballots for voters against their wishes or without their input. It also contains special protections for the rights of voters, and provides that they can vote free from interference, including intimidation, and other acts designed to prevent or discourage people from voting or voting for the candidate of their choice. The Voting Rights Act protects the right of voters to mark their own ballot or to be assisted due to a disability or inability to read or write in English.  

    AUSA Reed will be on duty while the polls are open and will be responsible for responding to complaints of voting rights concerns and election fraud and directing them to the appropriate authorities. He can be reached by calling (618) 977-3332.

    In addition, the FBI has agents available throughout the country to receive allegations of election fraud and other election abuses on election day. You can reach the FBI online at www.tips.fbi.gov or dialing 1-800-CALL-FBI (1-800-225-5324).

    Concerns for violations of the federal voting rights laws can be made directly to the Civil Rights Division in Washington, DC by complaint form at https://civilrights.justice.gov/ or by phone at 800-253-3931.

    Report crimes of violence or intimidation by calling 911 immediately and before contacting federal authorities. State and local police have primary jurisdiction over polling places, and almost always have faster reaction capacity in an emergency. 

    MIL Security OSI –

  • MIL-OSI Security: Cybercriminals Are Stealing Cookies to Bypass Multifactor Authentication

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

    The FBI Atlanta Division is warning the public that cybercriminals are gaining access to email accounts by stealing cookies from a victim’s computer. A “cookie” is a small piece of data that a website sends to your computer, allowing the website to remember information about your session, such as login details, preferences, or items in your shopping cart. “Remember-Me cookies” are tied specifically to a user’s login and often last for 30 days before expiring. This type of cookie helps a user login without having to keep putting in their username, password, or their multifactor authentication (MFA). Typically, this type of cookie is generated when a user clicks the “Remember this device” checkbox when logging in to a website:

    If a cybercriminal obtains the Remember-Me cookie from a user’s recent login to their web email, they can use that cookie to sign-in as the user without needing their username, password, or multifactor authentication (MFA). For these reasons, cybercriminals are increasingly focused on stealing Remember-Me cookies and using them as their preferred way of accessing a victim’s email. Victims unknowingly provide their cookies to cybercriminals when they visit suspicious websites or click on phishing links that download malicious software onto their computer

    Here are tips to protect yourself from putting yourself at risk:

    • Regularly clear your cookies from your Internet browser.
    • Recognize the risks of clicking the “Remember Me” checkbox when logging into a website.
    • Do not click on suspicious links or websites. Only visit sites with a secure connection (HTTPS) to protect your data from being intercepted during transmission.
    • Periodically monitor the recent device login history from your account settings.

    Anyone who is a victim of an account takeover or Internet scam should report it to the FBI Internet Crime Complaint Center (IC3) at www.ic3.gov.

    MIL Security OSI –

  • MIL-OSI: Hawthorn Bancshares Reports Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    JEFFERSON CITY, Mo., Oct. 30, 2024 (GLOBE NEWSWIRE) — Hawthorn Bancshares, Inc. (NASDAQ: HWBK), (the “Company”), the bank holding company for Hawthorn Bank, reported third quarter 2024 net income of $4.6 million, or earnings per diluted share (“EPS”) of $0.66.

    Third Quarter 2024 Results

    • Net income improved $2.0 million, or 77%, from the third quarter 2023 (the “prior year quarter”)
    • EPS of $0.66, an improvement of $0.30 per share, or 83%, from the prior year quarter
    • Net interest margin, fully taxable equivalent (“FTE”) improved in the third quarter 2024 to 3.36% compared to 3.33% for second quarter 2024 (the “prior quarter”)
    • Return on average assets and equity of 1.00% and 12.87%, respectively
    • Loans decreased $31.8 million, or 2.1%, and deposits decreased $46.7 million, or 3.0%, compared to the prior quarter
    • Investments increased $17.9 million, or 9.3%, compared to the prior quarter
    • Credit quality remained strong with non-performing loans to total loans of 0.28%
    • Remained well capitalized with total risk-based capital of 14.91%
    • Book Value per share increased $4.09 to $20.91, or 24%, compared to the prior year quarter

    Brent Giles, Chief Executive Officer of Hawthorn Bancshares, Inc. commented, “We are pleased with the progress we’ve made on our strategic objectives, and the corresponding financial results. Our focus on core lines of business has resulted in reduced overhead expenses and expansion of our fee income.”

    Financial Summary

    (unaudited)
    $000, except per share data

      September 30,   June 30,   September 30,
      2024   2024   2023
    Balance sheet information:          
    Total assets $ 1,809,769     $ 1,847,810     $ 1,879,005  
    Loans held for investment   1,466,751       1,498,504       1,556,969  
    Investment securities   209,019       191,159       240,521  
    Deposits   1,503,504       1,550,250       1,580,365  
    Total stockholders’ equity $ 146,474     $ 138,241     $ 118,404  
               
    Key ratios and per share data:          
    Book value per share $ 20.91     $ 19.71     $ 16.82  
    Market price per share $ 25.03     $ 19.80     $ 16.25  
    Diluted earnings per share (QTR) $ 0.66     $ 0.66     $ 0.36  
    Net interest margin (FTE) (QTR)   3.36%       3.33%       3.35%  
    Efficiency ratio (QTR)   66.23%       66.24%       79.79%  

    Financial Results for the Quarter and Nine Months Ended September 30, 2024

    Earnings

    Net income for the third quarter 2024 was $4.6 million, a decrease of $0.1 million, or 1.2%, from the prior quarter, and an increase of $2.0 million, or 77.4%, from the prior year quarter. EPS remained consistent with the prior quarter at $0.66 compared to $0.36 for the prior year quarter.

    Net income for the nine months ended September 30, 2024 was $13.7 million, or $1.95 per diluted share, an increase of $5.3 million compared to $8.4 million, or $1.19 per diluted share, for the nine months ended September 30, 2023.

    Net Interest Income and Net Interest Margin

    Net interest income for the third quarter 2024 was $14.3 million, an increase of $0.2 million from the prior quarter, and a decrease of $0.82 million from the prior year quarter. Net interest income for the nine months ended September 30, 2024 was $43.2 million, a decrease of $0.1 million compared to $43.3 million for the nine months ended September 30, 2023.

    Interest income decreased $0.1 million in the current quarter compared to the prior year quarter, driven primarily by lower average interest earning assets, while interest expense increased $0.8 million compared to the prior year quarter. Net interest margin, on an FTE basis, was 3.36% for the current quarter, compared to 3.33% for the prior quarter, and 3.35% for the prior year quarter.

    The yield earned on average loans held for investment was consistent at 5.83%, on an FTE basis, for both the third quarter 2024 and the prior quarter, compared to 5.67% for the prior year quarter.

    The average cost of deposits was 2.74% for the third quarter 2024, compared to 2.69% for the prior quarter and 2.32% for the prior year quarter. Non-interest bearing demand deposits as a percent of total deposits was 26.0% as of September 30, 2024, compared to 25.9% and 26.9% at June 30, 2024 and September 30, 2023, respectively.

    Non-interest Income

    Total non-interest income for the third quarter 2024 was $3.8 million, a decrease of $0.2 million, or 5.3%, from the prior quarter, and an increase of $3.2 million, or 524.3%, from the prior year quarter. For the nine months ended September 30, 2024, non-interest income was $10.8 million, an increase of $5.4 million as compared to $5.4 million for the nine months ended September 30, 2023.

    The decrease in the current quarter compared to the prior quarter was primarily due to the Company completing the sale of its mortgage servicing rights and recognizing a gain on sale on foreclosed property in the prior quarter.

    The increase in the current quarter compared to the prior year quarter was primarily due to an increase in earnings on bank owned life insurance and a decrease in other real estate owned valuation write-downs, partially offset by a decrease in the gains on sale of mortgage loans in the current quarter.

    Non-interest Expense

    Total non-interest expense for the third quarter 2024 was $12.0 million, a decrease of $0.04 million, or 0.3%, from the prior quarter, and a decrease of $0.6 million, or 4.6%, from the prior year quarter. For the nine months ended September 30, 2024, non-interest expense was $36.6 million, a decrease of $1.2 million as compared to $37.8 million for the nine months ended September 30, 2023.

    The third quarter 2024 efficiency ratio was 66.23% compared to 66.24% and 79.79% for the prior quarter and prior year quarter, respectively. The slight decrease in the current quarter compared to the prior quarter was primarily due to higher net interest margin and lower non-interest expenses in the current quarter.

    Loans

    Loans held for investment decreased $31.8 million, or 2.1%, to $1.5 billion as of September 30, 2024 as compared to June 30, 2024 and decreased $90.2 million, or 5.8%, from September 30, 2023.

    Investments

    Investments increased $17.9 million, or 9.3%, to $209.0 million as of September 30, 2024 compared to June 30, 2024 and decreased $31.5 million, or 13.1%, from September 30, 2023.

    Asset Quality

    Non-performing assets to total loans was 0.58% at September 30, 2024, compared to 0.54% and 0.48% at June 30, 2024 and September 30, 2023, respectively. Non-performing assets totaled $8.5 million at September 30, 2024, compared to $8.1 million and $7.4 million at June 30, 2024 and September 30, 2023, respectively. The increase in non-performing assets in the current quarter compared to the prior quarter is primarily due to a $2.0 million commercial loan relationship moving to non-accrual status and a $1.1 million commercial real estate loan that went to foreclosure during the current quarter.

    In the third quarter 2024, the Company had net loan charge-offs of $0.6 million, or 0.04% of average loans, compared to net loan charge-offs of $2.0 million, or 0.13% of average loans, and $0.1 million, or 0.00% of average loans, in the prior quarter and prior year quarter, respectively. The charge-offs in the current quarter primarily related to one commercial real estate loan and one commercial loan relationship that were adequately reserved for in the prior quarter.

    The Company’s provision for credit losses and unfunded commitments was consistent at $0.5 million for both the third quarter 2024 and the prior quarter, and was $0.1 million for the prior year quarter.

    The allowance for credit losses at September 30, 2024 was $21.9 million, or 1.50% of outstanding loans, and 539.52% of non-performing loans. At June 30, 2024, the allowance for credit losses was $22.0 million, or 1.47% of outstanding loans, and 495.38% of non-performing loans. At September 30, 2023, the allowance for credit losses was $22.5 million, or 1.44% of outstanding loans, and 583.88% of non-performing loans. The allowance for credit losses represents management’s best estimate of expected losses inherent in the loan portfolio and is commensurate with risks in the loan portfolio as of September 30, 2024 as determined by management.

    Deposits

    Total deposits at September 30, 2024 were $1.5 billion, a decrease of $46.7 million, or 3.0%, from June 30, 2024, and a decrease of $76.9 million, or 4.9%, from September 30, 2023. The decrease in deposits at September 30, 2024 as compared to September 30, 2023 was primarily a result of a decrease in demand deposits and brokered deposits.

    Capital

    The Company maintains its “well capitalized” regulatory capital position. At September 30, 2024, capital ratios were as follows: total risk-based capital to risk-weighted assets 14.91%; tier 1 capital to risk-weighted assets 13.66%; tier 1 leverage 11.33%; and common equity to assets 8.09%.

    Pursuant to the Company’s 2019 Repurchase Plan, management is given discretion to determine the number and pricing of the shares to be purchased under the plan, as well as the timing of any such purchases. The Company repurchased 56,692 common shares under the repurchase plan during the first nine months of 2024 at an average cost of $19.51 per share totaling $1.1 million. As of September 30, 2024, $3.9 million remains available for share repurchases pursuant to the plan.

    During the fourth quarter of 2024, the Company’s Board of Directors approved a quarterly cash dividend of $0.19 per common share payable January 1, 2025 to shareholders of record at the close of business on December 15, 2024.

    [Tables follow]

    FINANCIAL SUMMARY
    (unaudited)
    $000, except per share data

      Three Months Ended
      September 30,   June 30,   September 30,
    Statement of income information: 2024   2024   2023
    Total interest income $ 23,819   $ 23,556     $ 23,888
    Total interest expense   9,492     9,384       8,741
    Net interest income   14,327     14,172       15,147
    Provision for credit losses on loans and unfunded commitments   500     457       110
    Non-interest income   3,783     3,995       606
    Investment securities gains (losses), net   8     (15)       3
    Non-interest expense   11,994     12,034       12,569
    Pre-tax income   5,624     5,661       3,077
    Income taxes   1,050     1,033       498
    Net income $ 4,574   $ 4,628     $ 2,579
    Earnings per share:          
    Basic: $ 0.66   $ 0.66     $ 0.36
    Diluted: $ 0.66   $ 0.66     $ 0.36
               
          Nine Months Ended
          September 30,
    Statement of income information:      2024      2023
    Total interest income     $ 71,427     $ 66,748
    Total interest expense       28,181       23,451
    Net interest income       43,246       43,297
    Provision for credit losses on loans and unfunded commitments       726       790
    Non-interest income       10,798       5,384
    Investment securities (losses) gains, net       (7)       18
    Non-interest expense       36,603       37,772
    Pre-tax income       16,708       10,137
    Income taxes       3,049       1,738
    Net income     $ 13,659     $ 8,399
    Earnings per share:          
    Basic:     $ 1.95     $ 1.19
    Diluted:     $ 1.95     $ 1.19

    FINANCIAL SUMMARY (continued)

    (unaudited)

    $000

      September 30,   June 30,   September 30,
      2024   2024   2023
    Key financial ratios:          
    Return on average assets (QTR)   1.00%       1.02%       0.54%  
    Return on average common equity (QTR)   12.87%       13.75%       8.05%  
    Net interest margin (FTE) (QTR)   3.36%       3.33%       3.35%  
    Efficiency ratio (QTR)   66.23%       66.24%       79.79%  
               
    Asset Quality Ratios:          
    Allowance for credit losses to total loans   1.50%       1.47%       1.44%  
    Non-performing loans to total loans (a)   0.28%       0.30%       0.25%  
    Non-performing assets to loans   0.58%       0.54%       0.48%  
    Non-performing assets to assets   0.47%       0.44%       0.39%  
    Performing TDRs to loans $ 636     $ 1,977     $ 74  
    Net Charge-offs to Average Loans (QTR)   0.04%       0.13%       0.00%  
    Allowance for credit losses on loans to          
    non-performing loans (a)   539.52%       495.38%       583.88%  
               
    Capital Ratios:          
    Average stockholders’ equity to average total assets (QTR)   7.80%       7.40%       6.73%  
    Period-end stockholders’ equity to period-end assets   8.09%       7.48%       6.30%  
    Total risk-based capital ratio   14.91%       14.30%       14.20%  
    Tier 1 risk-based capital ratio   13.66%       12.94%       12.54%  
    Common equity Tier 1 capital   10.53%       10.02%       10.09%  
    Tier 1 leverage ratio   11.33%       10.94%       10.43%  

    (a) Non-performing loans include loans 90-days past due and accruing and non-accrual loans.

    About Hawthorn Bancshares

    Hawthorn Bancshares, Inc., a financial-bank holding company headquartered in Jefferson City, Missouri, is the parent company of Hawthorn Bank, which has served families and businesses for more than 150 years. Hawthorn Bank has multiple locations, including in the greater Kansas City metropolitan area, Jefferson City, Columbia, Springfield, and Clinton.

    Contact:
    Hawthorn Bancshares, Inc.
    Brent M. Giles
    Chief Executive Officer
    TEL: 573.761.6100
    www.HawthornBancshares.com

    The financial results in this press release reflect preliminary, unaudited results, which are not final until the Company’s Quarterly Report on Form 10-Q is filed. Statements made in this press release that suggest the Company’s or management’s intentions, hopes, beliefs, expectations, or predictions of the future include “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. It is important to note that actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those projected in such forward-looking statements is contained from time to time in the Company’s quarterly and annual reports filed with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this communication, and the Company disclaims any obligation to update any forward-looking statement or to publicly announce the results of any revisions to any of the forward-looking statements included herein, except as required by law.

    The MIL Network –

  • MIL-OSI Security: FBI Chicago, Illinois Attorney General’s Office Seeking Information about Multiple Suspects in Jewelry Store Armed Robberies in Bridgeview

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

    Douglas S. DePodesta, special agent in charge of the Chicago Division of the FBI, and Kwame Raoul, attorney general for the State of Illinois, are seeking information about four masked suspects involved in armed robberies taking place at four jewelry stores across three states between July 13, 2023, and September 14, 2024. Authorities are urging anyone with information to contact the FBI.

    The robberies in question have taken place at jewelry stores in Bridgeview, Illinois, as well as in Michigan and Missouri. According to law enforcement, suspects alternately carried an AR-style rifle, handgun, and hammer, and wore costume face masks. The FBI on October 30 released surveillance video footage of robberies that took place at stores in Bridgeview, Illinois, and Dearborn, Michigan. The video and images of the costume masks are available at fbi.gov/wanted/seeking-information.

    “The perpetrators of these crimes showed a blatant disregard for public safety and the rule of law during the commission of these brazen robberies,” DePodesta said. “Their actions will haunt these victims for a lifetime, and we’re asking for the public’s help to bring them to justice before someone is killed. We encourage the public to take a good look at the images we’ve released today and contact us with tips before these violent individuals strike again.”

    JEWELRY STORE ROBBERIES

    Unknown Suspects Bridgeview, Illinois; Dearborn, Michigan; and Winchester, Missouri  July 13, 2023; January 9, 2024; August 7, 2024; and September 14, 2024

    MIL Security OSI –

  • MIL-OSI: FormFactor, Inc. Reports 2024 Third Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    Record Quarterly Revenue, Profitability at the Top End of the Outlook Range;
    Sees Reduced Demand for Foundry and Logic in Q4, Partially Offset by Continued Strength in DRAM

    LIVERMORE, Calif., Oct. 30, 2024 (GLOBE NEWSWIRE) — FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the third quarter of fiscal 2024 ended September 28, 2024. Quarterly revenues were $207.9 million, a company record and an increase of 5.3% compared to $197.5 million in the second quarter of fiscal 2024, and an increase of 21.2% from $171.6 million in the third quarter of fiscal 2023.

    • Record revenue in the third quarter exceeded outlook range and non-GAAP EPS was at the top end of the range.
    • Strong DDR5 demand produced third consecutive record-setting quarter of DRAM probe-card revenue.
    • FormFactor’s diversification strategy enabled participation in expanding investments in generative AI and data center applications.

    “We are proud to have posted our all-time revenue record in the third quarter,” said Mike Slessor, CEO of FormFactor, Inc. “This performance was driven by continued strength in our DRAM probe-card business, layered on top of moderate growth in our Foundry & Logic and Systems businesses.”

    Third Quarter and Fiscal 2024 Highlights

    On a GAAP basis, net income for the third quarter of fiscal 2024 was $18.7 million, or $0.24 per fully-diluted share, compared to net income for the second quarter of fiscal 2024 of $19.4 million, or $0.25 per fully-diluted share, and net income for the third quarter of fiscal 2023 of $4.4 million, or $0.06 per fully-diluted share. Gross margin for the third quarter of 2024 was 40.7%, compared with 44.0% in the second quarter of 2024, and 40.4% in the third quarter of 2023.

    On a non-GAAP basis, net income for the third quarter of fiscal 2024 was $27.2 million, or $0.35 per fully-diluted share, compared to net income for the second quarter of fiscal 2024 of $27.3 million, or $0.35 per fully-diluted share, and net income for the third quarter of fiscal 2023 of $17.3 million, or $0.22 per fully-diluted share. On a non-GAAP basis, gross margin for the third quarter of 2024 was 42.2%, compared with 45.3% in the second quarter of 2024, and 41.9% in the third quarter of 2023.

    A reconciliation of GAAP to non-GAAP measures is provided in the schedules included below.

    GAAP net cash provided by operating activities for the third quarter of fiscal 2024 was $26.7 million, compared to $21.9 million for the second quarter of fiscal 2024, and $20.6 million for the third quarter of fiscal 2023. Free cash flow for the third quarter of fiscal 2024 was $20.0 million, compared to free cash flow for the second quarter of fiscal 2024 of $14.2 million, and free cash flow for the third quarter of 2023 of $16.9 million. A reconciliation of net cash provided by operating activities to non-GAAP free cash flow is provided in the schedules included below.

    Outlook

    Dr. Slessor added, “We continue to experience record levels of DRAM probe card demand, with contributions from both DDR5 and High Bandwidth Memory applications. This, combined with slightly higher Systems Segment revenue, is helping to partially offset the forecasted reduction in Foundry & Logic probe-card demand.”

    For the fourth quarter ending December 28, 2024, FormFactor is providing the following outlook*:

      GAAP   Reconciling Items**   Non-GAAP
    Revenue $190 million +/- $5 million   —   $190 million +/- $5 million
    Gross Margin 40% +/- 1.5%   $3 million   41% +/- 1.5%
    Net income per diluted share $0.16 +/- $0.04   $0.13   $0.29 +/- $0.04
    *This outlook assumes consistent foreign currency rates.
    **Reconciling items are stock-based compensation, amortization of intangible assets and fixed asset fair value adjustments due to acquisitions, and restructuring charges, net of applicable income tax impacts.
       

    We posted our revenue breakdown by geographic region, by market segment and with customers with greater than 10% of total revenue on the Investor Relations section of our website at www.formfactor.com. We will conduct a conference call at 1:25 p.m. PT, or 4:25 p.m. ET, today.

    The public is invited to listen to a live webcast of FormFactor’s conference call on the Investor Relations section of our website at www.formfactor.com. A telephone replay of the conference call will be available approximately two hours after the conclusion of the call. The replay will be available on the Investor Relations section of our website, www.formfactor.com.

    Use of Non-GAAP Financial Information:

    To supplement our condensed consolidated financial results prepared under generally accepted accounting principles, or GAAP, we disclose certain non-GAAP measures of non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and free cash flow, that are adjusted from the nearest GAAP financial measure to exclude certain costs, expenses, gains and losses. Reconciliations of the adjustments to GAAP results for the three and nine months ended September 28, 2024, and for outlook provided before, as well as for the comparable periods of fiscal 2023, are provided below, and on the Investor Relations section of our website at www.formfactor.com. Information regarding the ways in which management uses non-GAAP financial information to evaluate its business, management’s reasons for using this non-GAAP financial information, and limitations associated with the use of non-GAAP financial information, is included under “About our Non-GAAP Financial Measures” following the tables below.

    About FormFactor:

    FormFactor, Inc. (NASDAQ: FORM), is a leading provider of essential test and measurement technologies along the full semiconductor product life cycle – from characterization, modeling, reliability, and design de-bug, to qualification and production test. Semiconductor companies rely upon FormFactor’s products and services to accelerate profitability by optimizing device performance and advancing yield knowledge. The Company serves customers through its network of facilities in Asia, Europe, and North America. For more information, visit the Company’s website at www.formfactor.com.

    Forward-looking Statements:

    This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the federal securities laws, including with respect to the Company’s future financial and operating results, and the Company’s plans, strategies and objectives for future operations. These statements are based on management’s current expectations and beliefs as of the date of this release, and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding future financial and operating results, including under the heading “Outlook” above, customer demand, conditions in the semiconductor industry, and other statements regarding the Company’s business. Forward-looking statements may contain words such as “may,” “might,” “will,” “expect,” “plan,” “anticipate,” “forecast,” and “continue,” the negative or plural of these words and similar expressions, and include the assumptions that underlie such statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in demand for the Company’s products; customer-specific demand; market opportunity; anticipated industry trends; the availability, benefits, and speed of customer acceptance or implementation of new products and technologies; manufacturing, processing, and design capacity, goals, expansion, volumes, and progress; difficulties or delays in research and development; industry seasonality; risks to the Company’s realization of benefits from acquisitions, investments in capacity and investments in new electronic data systems and information technology; reliance on customers or third parties (including suppliers); changes in macro-economic environments; events affecting global and regional economic and market conditions and stability such as military conflicts, political volatility, infectious diseases and pandemics, and similar factors, operating separately or in combination; and other factors, including those set forth in the Company’s most current annual report on Form 10-K, quarterly reports on Form 10-Q and other filings by the Company with the U.S. Securities and Exchange Commission. In addition, there are varying barriers to international trade, including restrictive trade and export regulations such as the US-China restrictions, dynamic tariffs, trade disputes between the U.S. and other countries, and national security developments or tensions, that may substantially restrict or condition our sales to or in certain countries, increase the cost of doing business internationally, and disrupt our supply chain. No assurances can be given that any of the events anticipated by the forward-looking statements within this press release will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Unless required by law, the Company is under no obligation (and expressly disclaims any such obligation) to update or revise its forward-looking statements whether as a result of new information, future events, or otherwise.

    FORMFACTOR, INC. 
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (In thousands, except per share amounts)
    (Unaudited)

      Three Months Ended   Nine Months Ended
      September 28,
    2024    		   June 29,
    2024    		   September 30,
    2023    		   September 28,
    2024    		   September 30,
    2023
    Revenues $ 207,917     $ 197,474     $ 171,575     $ 574,116     $ 494,939  
    Cost of revenues   123,212       110,574       102,290       339,773       304,293  
    Gross profit   84,705       86,900       69,285       234,343       190,646  
    Operating expenses:                  
    Research and development   31,243       31,564       31,014       91,434       87,599  
    Selling, general and administrative   35,607       37,874       35,564       106,560       101,561  
    Total operating expenses   66,850       69,438       66,578       197,994       189,160  
    Gain on sale of business   —       310       —       20,581       —  
    Operating income   17,855       17,772       2,707       56,930       1,486  
    Interest income, net   3,650       3,415       1,662       10,221       4,420  
    Other income (expense), net   (558 )     360       788       322       1,261  
    Income before income taxes   20,947       21,547       5,157       67,473       7,167  
    Provision for income taxes   2,211       2,155       786       7,564       626  
    Net income $ 18,736     $ 19,392     $ 4,371     $ 59,909     $ 6,541  
    Net income per share:                  
    Basic $ 0.24     $ 0.25     $ 0.06     $ 0.77     $ 0.08  
    Diluted $ 0.24     $ 0.25     $ 0.06     $ 0.76     $ 0.08  
    Weighted-average number of shares used in per share calculations:                
    Basic   77,406       77,235       77,571       77,364       77,265  
    Diluted   78,439       78,717       78,412       78,495       77,860  
    FORMFACTOR, INC.
    NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended   Nine Months Ended
      September 28,
    2024    		   June 29,
    2024    		   September 30,
    2023    		   September 28,
    2024    		   September 30,
    2023
    GAAP Gross Profit $ 84,705     $ 86,900     $ 69,285     $ 234,343     $ 190,646  
    Adjustments:                  
    Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other   530       584       1,118       1,661       3,580  
    Stock-based compensation   1,934       1,932       1,376       5,794       4,801  
    Restructuring charges   524       —       —       607       357  
    Non-GAAP Gross Profit $ 87,693     $ 89,416     $ 71,779     $ 242,405     $ 199,384  
                       
    GAAP Gross Margin   40.7 %     44.0 %     40.4 %     40.8 %     38.5 %
    Adjustments:                  
    Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other   0.3 %     0.3 %     0.7 %     0.3 %     0.7 %
    Stock-based compensation   0.9 %     1.0 %     0.8 %     1.0 %     1.0 %
    Restructuring charges   0.3 %     — %     — %     0.1 %     0.1 %
    Non-GAAP Gross Margin   42.2 %     45.3 %     41.9 %     42.2 %     40.3 %
                       
    GAAP operating expenses $ 66,850     $ 69,438     $ 66,578     $ 197,994     $ 189,160  
    Adjustments:                  
    Amortization of intangibles and other   (240 )     (240 )     (466 )     (720 )     (3,563 )
    Stock-based compensation   (7,002 )     (8,277 )     (9,463 )     (23,756 )     (24,532 )
    Restructuring charges   (249 )     —       —       (249 )     (1,183 )
    Costs related to sale of business   (13 )     (43 )     (2,139 )     (702 )     (2,139 )
    Non-GAAP operating expenses $ 59,346     $ 60,878     $ 54,510     $ 172,567     $ 157,743  
                       
    GAAP operating income $ 17,855     $ 17,772     $ 2,707     $ 56,930     $ 1,486  
    Adjustments:                  
    Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other   770       824       1,584       2,381       7,143  
    Stock-based compensation   8,936       10,209       10,839       29,550       29,333  
    Restructuring charges   773       —       —       856       1,540  
    Gain on sale of business and related costs   13       (267 )     2,139       (19,879 )     2,139  
    Non-GAAP operating income $ 28,347     $ 28,538     $ 17,269     $ 69,838     $ 41,641  
    FORMFACTOR, INC. 
    NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
    (In thousands, except per share amounts)
    (Unaudited)
     
      Three Months Ended   Nine Months Ended
      September 28,
    2024    		   June 29,
    2024    		   September 30,
    2023    		   September 28,
    2024    		   September 30,
    2023
    GAAP net income $ 18,736     $ 19,392     $ 4,371     $ 59,909     $ 6,541  
    Adjustments:                  
    Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other   770       824       1,584       2,381       7,143  
    Stock-based compensation   8,936       10,209       10,839       29,550       29,333  
    Restructuring charges   773       —       —       856       1,540  
    Gain on sale of business and related costs   13       (267 )     2,139       (19,879 )     2,139  
    Income tax effect of non-GAAP adjustments   (2,002 )     (2,835 )     (1,617 )     (3,924 )     (5,650 )
    Non-GAAP net income $ 27,226     $ 27,323     $ 17,316     $ 68,893     $ 41,046  
                       
    GAAP net income per share:                  
    Basic $ 0.24     $ 0.25     $ 0.06     $ 0.77     $ 0.08  
    Diluted $ 0.24     $ 0.25     $ 0.06     $ 0.76     $ 0.08  
                       
    Non-GAAP net income per share:                  
    Basic $ 0.35     $ 0.35     $ 0.22     $ 0.89     $ 0.53  
    Diluted $ 0.35     $ 0.35     $ 0.22     $ 0.88     $ 0.53  
    FORMFACTOR, INC. 
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
    (Unaudited)
     
      Nine Months Ended
      September 28,
    2024    		   September 30,
    2023
    Cash flows from operating activities:      
    Net income $ 59,909     $ 6,541  
    Selected adjustments to reconcile net income to net cash provided by operating activities:      
    Depreciation   22,197       22,880  
    Amortization   1,920       6,043  
    Stock-based compensation expense   29,550       29,333  
    Provision for excess and obsolete inventories   10,052       12,566  
    Gain on sale of business   (20,581 )     —  
    Other activity impacting operating cash flows   (21,426 )     (22,011 )
    Net cash provided by operating activities   81,621       55,352  
    Cash flows from investing activities:      
    Acquisition of property, plant and equipment   (30,773 )     (46,094 )
    Proceeds from sale of business   21,585       —  
    Purchases of marketable securities, net   (15,464 )     (3,900 )
    Purchase of promissory note receivable   (1,500 )     —  
    Net cash used in investing activities   (26,152 )     (49,994 )
    Cash flows from financing activities:      
    Purchase of common stock through stock repurchase program   (37,211 )     —  
    Proceeds from issuances of common stock   9,748       8,822  
    Principal repayments on term loans   (803 )     (781 )
    Tax withholdings related to net share settlements of equity awards   (17,990 )     (9,349 )
    Net cash used financing activities   (46,256 )     (1,308 )
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   3       (3,324 )
    Net increase in cash, cash equivalents and restricted cash   9,216       726  
    Cash, cash equivalents and restricted cash, beginning of period   181,273       112,982  
    Cash, cash equivalents and restricted cash, end of period $ 190,489     $ 113,708  
    FORMFACTOR, INC. 
    RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO NON-GAAP FREE CASH FLOW
    (In thousands)
    (Unaudited)
     
      Three Months Ended   Nine Months Ended
      September 28,
    2024    		   June 29,
    2024    		   September 30,
    2023    		   September 28,
    2024    		   September 30,
    2023
    Net cash provided by operating activities $ 26,731     $ 21,878     $ 20,571     $ 81,621     $ 55,352  
    Adjustments:                  
    Sale of business related payments in working capital   2,134       630       2,139       2,811       2,139  
    Cash paid for interest   97       101       105       298       317  
    Capital expenditures   (8,939 )     (8,398 )     (5,917 )     (30,773 )     (46,094 )
    Free cash flow $ 20,023     $ 14,211     $ 16,898     $ 53,957     $ 11,714  
    FORMFACTOR, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands)
    (Unaudited) 
     
      September 28,
    2024    		   June 29,
    2024    		   December 30,
    2023
    ASSETS          
    Current assets:          
    Cash and cash equivalents $ 184,506     $ 195,914     $ 177,812  
    Marketable securities   169,961       161,710       150,507  
    Accounts receivable, net of allowance for credit losses   116,866       113,277       102,957  
    Inventories, net   105,374       114,814       111,685  
    Restricted cash   3,773       5,939       1,152  
    Prepaid expenses and other current assets   34,302       28,964       29,667  
    Total current assets   614,782       620,618       573,780  
    Restricted cash   2,210       2,098       2,309  
    Operating lease, right-of-use-assets   25,034       26,650       30,519  
    Property, plant and equipment, net of accumulated depreciation   204,108       204,102       204,399  
    Goodwill   200,137       199,548       201,090  
    Intangibles, net   11,017       11,657       12,938  
    Deferred tax assets   92,826       88,841       78,964  
    Other assets   3,669       2,751       2,795  
    Total assets $ 1,153,783     $ 1,156,265     $ 1,106,794  
               
    LIABILITIES AND STOCKHOLDERS’ EQUITY          
    Current liabilities:          
    Accounts payable $ 52,086     $ 62,235     $ 63,857  
    Accrued liabilities   46,508       49,523       41,037  
    Current portion of term loan, net of unamortized issuance costs   1,098       1,090       1,075  
    Deferred revenue   20,972       17,953       16,704  
    Operating lease liabilities   8,512       8,240       8,422  
    Total current liabilities   129,176       139,041       131,095  
    Term loan, less current portion, net of unamortized issuance costs   12,488       12,765       13,314  
    Long-term operating lease liabilities   19,731       21,441       25,334  
    Deferred grant   18,000       18,000       18,000  
    Other liabilities   19,378       17,102       10,247  
    Total liabilities   198,773       208,349       197,990  
               
    Stockholders’ equity:          
    Common stock   77       77       77  
    Additional paid-in capital   845,466       863,283       861,448  
    Accumulated other comprehensive loss   (1,773 )     (7,948 )     (4,052 )
    Accumulated income   111,240       92,504       51,331  
    Total stockholders’ equity   955,010       947,916       908,804  
    Total liabilities and stockholders’ equity $ 1,153,783     $ 1,156,265     $ 1,106,794  
     

    About our Non-GAAP Financial Measures:

    We believe that the presentation of non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and free cash flow provides supplemental information that is important to understanding financial and business trends and other factors relating to our financial condition and results of operations. Non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income are among the primary indicators used by management as a basis for planning and forecasting future periods, and by management and our board of directors to determine whether our operating performance has met certain targets and thresholds. Management uses non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income when evaluating operating performance because it believes that the exclusion of the items indicated herein, for which the amounts or timing may vary significantly depending upon our activities and other factors, facilitates comparability of our operating performance from period to period. We use free cash flow to conduct and evaluate our business as an additional way of viewing our liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows. Many investors also prefer to track free cash flow, as opposed to only GAAP earnings. Free cash flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures, and therefore it is important to view free cash flow as a complement to our entire consolidated statements of cash flows. We have chosen to provide this non-GAAP information to investors so they can analyze our operating results closer to the way that management does, and use this information in their assessment of our business and the valuation of our Company. We compute non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income, by adjusting GAAP net income, GAAP net income per basic and diluted share, GAAP gross profit, GAAP gross margin, GAAP operating expenses, and GAAP operating income to remove the impact of certain items and the tax effect, if applicable, of those adjustments. These non-GAAP measures are not in accordance with, or an alternative to, GAAP, and may be materially different from other non-GAAP measures, including similarly titled non-GAAP measures used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income, net income per basic and diluted share, gross profit, gross margin, operating expenses, or operating income in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. We may expect to continue to incur expenses of a nature similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income should not be construed as an inference that these costs are unusual, infrequent or non-recurring. For more information on the non-GAAP adjustments, please see the table captioned “Non-GAAP Financial Measure Reconciliations” and “Reconciliation of Cash Provided by Operating Activities to non-GAAP Free Cash Flow” included in this press release.

    Source: FormFactor, Inc.
    FORM-F

    Investor Contact:
    Stan Finkelstein
    Investor Relations
    (925) 290-4321
    ir@formfactor.com

    The MIL Network –

  • MIL-OSI: Pathfinder Bancorp, Inc. Announces Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Results reflect branch-acquisition-related expenses, as well as provision expense resulting from a comprehensive loan portfolio review that significantly reduced nonperformers, as Pathfinder positions the Bank for organic growth in its Central New York markets

    OSWEGO, N.Y., Oct. 30, 2024 (GLOBE NEWSWIRE) — Pathfinder Bancorp, Inc. (“Pathfinder” or the “Company”) (NASDAQ: PBHC) announced its financial results for the third quarter ended September 30, 2024.

    The holding company for Pathfinder Bank (“the Bank”) reported a third quarter 2024 net loss attributable to common shareholders of $4.6 million or $0.75 per share, compared to net income available to common shareholders of $2.0 million or $0.32 per share in the second quarter of 2024 and $2.2 million or $0.35 per share in the third quarter of 2023.

    Third Quarter 2024 Highlights and Key Developments

    • The net loss reflected $9.0 million in provision expense that primarily resulted from a comprehensive loan portfolio review that the Bank elected to undertake as part of its commitment to continuously improve its credit risk management approach. Following its conclusion, the Company recorded net charge offs of $8.7 million in the quarter and reduced nonperforming loans by 34.0% to $16.2 million at period end, or 1.8% of total loans. The allowance for credit losses on September 30, 2024 represented 1.87% and 106.8% of total and nonperforming loans, respectively.
    • Net interest income increased for the third consecutive quarter to $11.7 million, including the benefit of a catch-up interest payment of $887,000. Net interest income increased $2.3 million from $9.5 million in the linked quarter ended June 30, 2024 and $1.7 million from $10.1 million in the third quarter of 2023. Net interest margin (“NIM”) expanded for the third consecutive quarter to 3.34%, including the benefit of 25 basis points from the catch-up interest payment. NIM increased 56 basis points from the linked quarter and 27 basis points from the year-ago period.
    • Non-interest income was $1.7 million, including a net death benefit of $175,000 on bank owned life insurance (“BOLI”), compared to $1.2 million in each of the linked and year-ago quarters.
    • Non-interest expense was $10.3 million, including $1.6 million in transaction-related expenses for the previously announced July 2024 closing of the East Syracuse branch acquisition, in addition to third quarter 2024 operating costs of approximately $462,000 associated with Pathfinder’s newest location. Non-interest expense was $7.9 million in the linked quarter and $7.7 million in the year-ago period.
    • Pre-tax, pre-provision net income was $3.4 million, including the effect of transaction-related expenses, compared to $2.8 million in the linked quarter and $3.6 million in the year-ago period. Pre-tax, pre-provision net income, which is not a financial metric under generally accepted accounting principles (“GAAP”), is a measure that the Company believes is helpful to understanding profitability without giving effect to income taxes and provision for credit losses.
    • Total deposits were $1.20 billion at period end, compared to $1.10 billion on June 30, 2024 and $1.13 billion on September 30, 2023. The Bank’s loan-to-deposit ratio was 77.1% on September 30, 2024.
    • Total loans were $921.7 million at period end, compared to $888.3 million on June 30, 2024 and $896.1 million on September 30, 2023.

    “Pathfinder is well positioned for organic growth opportunities in our attractive Central New York markets, having closed the third quarter with significantly reduced levels of nonperformers, healthy reserves, strong capital ratios, and abundant liquidity,” said President and Chief Executive Officer James A. Dowd. “Having completed a thorough, top-to-bottom review of the loan portfolio at the end of September, we believe it is sufficiently collateralized and reserved. Going forward, we intend to take a more exacting loss-mitigation approach, and Pathfinder’s ongoing underwriting and credit risk management processes can be expected to reflect the combined expertise of our entire management team and professional staff, including our recently appointed Chief Credit Officer Joseph Serbun and Chief Financial Officer Justin Bigham.”

    Dowd added, “Our financial performance also reflects the positive impact of Pathfinder Bank’s in-market core deposit franchise and immediate contributions from our recent East Syracuse branch acquisition, including higher loan and deposit balances, lower funding costs, revenue growth, and NIM expansion.  Looking ahead, as we end 2024 and begin the new year, we intend to tightly manage operating expenses and expect continued benefits from our core deposit franchise as a source of low-cost, relationship-based funding for commercial and retail loan growth in our local markets.”

    East Syracuse Branch Acquisition
    As previously announced, Pathfinder Bank completed the purchase of its East Syracuse branch on July 19, 2024, assuming $186.0 million in associated deposits and acquiring $30.6 million in assets including $29.9 million in loans. Acquired assets include a core deposit intangible (“CDI”) valued at $6.3 million, and the valuation of acquired loans resulted in an estimated discount of $1.8 million.

    The addition of the East Syracuse branch significantly increased the Bank’s customer base, which expanded the number of Pathfinder’s relationships by approximately 25% and grew non-brokered deposits by 21.5%.

    At acquisition, the average cost of deposits assumed with the branch acquisition was 1.99% (excluding the CDI) and as of September 30, 2024, the Bank retained approximately 97% of deposit balances. The Company utilized a portion of the low-cost liquidity provided by the transaction to pay down $74.4 million in borrowings and $106.0 million in high-cost brokered deposits during the third quarter of 2024.

    Insurance Business Divestiture
    On October 15, 2024, Pathfinder announced that it sold its interest in the FitzGibbons Agency, LLC, which contributed $28,000 to the Company’s net income and 24 basis points to its consolidated efficiency ratio in the third quarter of 2024, to Marshall & Sterling Enterprises, Inc. Reflecting an active insurance brokerage market and the FitzGibbons Agency’s success since initiating its partnership with the Bank 13 years ago, Pathfinder will receive approximately $2.0 million from the sale, which closed on October 1, 2024, and the Company expects to recognize a portion of that amount as a net gain in the fourth quarter of 2024.

    Net Interest Income and Net Interest Margin
    Third quarter 2024 net interest income was $11.7 million, an increase of 23.8% from the second quarter of 2024. An increase in interest and dividend income of $2.2 million was primarily attributed to average yield increases of 67 basis points on loans including 39 basis points from an $887,000 catch-up interest payment associated with purchased loan pool positions, 97 basis points on fed funds sold and interest-earning deposits, and 45 basis points on all earning assets. The corresponding increase in loan interest income and federal funds sold and interest-earning deposits was $1.9 million and $371,000, respectively. A decrease in interest expense of $75,000 was attributed to reductions in brokered deposits and short-term borrowings expense associated with paydowns of brokered deposits and borrowings utilizing a portion of the low-cost liquidity provided by the Bank’s East Syracuse branch acquisition.

    Net interest margin was 3.34% in the third quarter of 2024 compared to 2.78% in the second quarter of 2024. The increase of 56 basis points was driven by improvements in earning asset yields and funding costs, as well as 25 basis points attributed to the catch-up interest payment received in the third quarter of 2024.

    Third quarter 2024 net interest income was $11.7 million, an increase of 16.6% from the third quarter of 2023. An increase in interest and dividend income of $3.5 million was primarily attributed to average yield increases of 74 basis points on loans including 39 basis points from the catch-up interest payment, 67 basis points on taxable investment securities, 227 basis points on fed funds sold and interest-earning deposits, and 65 basis points on all earning assets. The corresponding increase in loan interest income, taxable investment securities, and federal funds sold and interest-earning deposits was $2.0 million, $1.2 million, and $426,000, respectively. Increased interest and dividend income was partially offset by an increase in interest expense of $1.9 million.  This increase in interest expense was predominantly the result of higher interest rates and balances associated with borrowing and higher average rates paid on interest-bearing deposits, compared to the third quarter of 2023.

    Net interest margin was 3.34% in the third quarter of 2024 compared to 3.07% in the third quarter of 2023. The increase of 27 basis points was driven by improvements in earning asset yields and lower average borrowings, partially offset by higher funding costs, as well as 25 basis points attributed to the catch-up interest payment received in the third quarter of 2024.

    Noninterest Income
    Noninterest income totaled $1.7 million in the third quarter of 2024, an increase of $496,000 or 41.0% from the second quarter of 2024 and an increase of $514,000 or 43.1% from the third quarter of 2023.

    Compared to the linked quarter, noninterest income growth included increases of $194,000 in earnings and gain on BOLI including the net death benefit of $175,000, $109,000 in debit card interchange fees, and $62,000 in service charges on deposit accounts, as well as a $33,000 decrease in loan servicing fees. Noninterest income growth from the linked quarter also reflected an increase of $204,000 in net realized losses on sales and redemptions of investment securities, as well as increases of $201,000 in net realized gains on sales of marketable equity securities and $50,000 in gains on sales of loans and foreclosed real estate.

    Compared to the year-ago quarter, noninterest income growth for the third quarter of 2024 included increases of $278,000 in interchange fees, $196,000 in earnings and gain on BOLI including the net death benefit of $175,000 on BOLI, and $49,000 in service charges on deposit accounts, as well as a $20,000 decrease in loan servicing fees. Noninterest income growth from the year-ago quarter also reflected a $178,000 increase in net realized losses on sales and redemptions of investment securities, as well as increases of $101,000 in net realized gains on sales of marketable equity securities and $49,000 in gains on sales of loans and foreclosed real estate.

    Prior to the October 1, 2024 sale of the Company’s insurance agency asset, it contributed $367,000 to noninterest income in the third quarter of 2024, compared to $260,000 and $310,000 in the linked and year-ago quarters, respectively.
      
    Noninterest Expense
    Noninterest expense totaled $10.3 million in the third quarter of 2024, increasing $2.4 million and $2.6 million from the linked and year-ago quarters, respectively. The increase was primarily due to $1.6 million in transaction-related expenses for the East Syracuse branch acquisition, in addition to third quarter 2024 operating costs of approximately $462,000 associated with operating Pathfinder Bank’s newest location.

    Professional and other services expense was $1.8 million in the third quarter, increasing $1.1 million and $1.3 million from the linked and year-ago quarters, respectively. The increase was primarily attributed to branch acquisition-related expenses.

    Salaries and benefits were $5.0 million in the third quarter of 2024, increasing $560,000 and $805,000 from the linked and year-ago quarters, respectively. The increase was primarily due to $141,000 transaction-related bonuses to employees, $115,000 reduced salary cost deferrals (“ASC 310-20”) associated with reduced lending volumes, and $80,000 of ongoing personnel-related costs associated with operating the branch acquired early in the third quarter of 2024. The remaining increase was primarily driven by higher salaries and benefits costs associated with merit increases and wage inflation.

    Building and occupancy was $1.1 million in the third quarter of 2024, increasing $220,000 and $266,000 from the linked and year-ago quarters, respectively. These increases were due to ongoing facilities-related costs of approximately $322,000 associated with operating the branch acquired early in the third quarter of 2024, partially offset by seasonal reductions in building and occupancy expense categories when compared to the second quarter of 2024.

    Prior to the October 1, 2024 sale of the Company’s insurance agency asset, it incurred $308,000 of noninterest expense in the third quarter of 2024, compared to $232,000 and $273,000 in the linked and year-ago quarters, respectively.

    For the third quarter of 2024, annualized noninterest expense represented 2.75% of average assets, including 8 basis points from insurance agency expense and 43 basis points from acquisition-related expenses.  The efficiency ratio was 75.28%, including 24 basis points and 1,186 basis points attributed to the insurance business and acquisition-related expenses, respectively.  The efficiency ratio, which is not a financial metric under GAAP, is a measure that the Company believes is helpful to understanding its level of non-interest expense as a percentage of total revenue. For the linked and year-ago quarters, annualized noninterest expense represented 2.19% and 2.20% of average assets, respectively. The efficiency ratio was 74.08% and 67.93% in the linked and year-ago periods.

    Statement of Financial Condition
    As of September 30, 2024, the Company’s statement of financial condition reflects total assets of $1.48 billion, compared to $1.45 billion and $1.40 billion recorded on June 30, 2024 and September 30, 2023, respectively.

    The increase in assets during the third quarter of 2024 was primarily due to higher total loan balances, including $29.9 million in primarily consumer, residential, and home equity loans acquired with the East Syracuse branch transaction in the third quarter of 2024.

    Loans totaled $921.7 million on September 30, 2024, increasing 3.8% during the third quarter and 2.9% from one year prior. Consumer and residential loans totaled $388.7 million, increasing 7.6% during the third quarter and 4.8% from one year prior. Commercial loans totaled $534.5 million, increasing 1.4% during the third quarter and 1.7% from one year prior.

    With respect to liabilities, deposits totaled $1.20 billion on September 30, 2024, increasing 8.6% during the third quarter and 6.1% from one year prior. The increase in deposits during the third quarter of 2024 reflects $186.0 million assumed with the East Syracuse branch acquisition, offset by a reduction of $106.0 million in brokered deposits utilizing lower-cost liquidity provided by the transaction, as well as seasonal fluctuations in municipal deposits. The Company also utilized liquidity provided by the transaction to reduce short-term borrowings, which totaled $60.3 million on September 30, 2024 as compared to $127.6 million on June 30, 2024 and $56.7 million on September 30, 2023.

    Shareholders equity totaled $120.3 million on September 30, 2024, down $3.1 million or 2.5% in the third quarter and $6.5 million or 5.7% from one year prior. The decrease reflects lower retained earnings attributed primarily to the elevated third quarter 2024 provision expense’s impact on net income in the period, which more than offset a significant reduction in accumulated other comprehensive loss (“AOCL”). AOCL improved to $6.7 million on September 30, 2024, declining $2.1 million or 23.6% during the third quarter and $6.6 million or 49.7% from one year prior, reflecting a favorable change in the interest rate environment.

    Asset Quality
    The Company’s asset quality metrics reflect the comprehensive loan portfolio review completed at the end of the third quarter of 2024.

    Nonperforming loans were reduced by 34.0% in the third quarter of 2024 to $16.2 million or 1.75% of total loans on September 30, 2024. Nonperforming loans were $24.5 million or 2.76% of total loans on June 30, 2024 and $16.2 million or 1.80% of total loans on September 30, 2023.

    Gross loan charge offs totaled $8.8 million in the third quarter of 2024, following completion of the portfolio review. Gross loan charge offs included $4.9 million for 13 nonperforming commercial loans, as well as $2.5 million for nonperforming positions primarily associated with secured solar purchased loan pools acquired in 2021.

    Net charge offs (“NCOs”) after recoveries were $8.7 million or an annualized 1.29% of average loans in the third quarter of 2024, compared to $66,000 or 0.02% in the linked quarter and $3.8 million or 0.61% in the prior year period.

    The $9.0 million provision for credit losses expense in the third quarter of 2024 primarily resulted from a replenishment of the allowance for credit losses (“ACL”) for commercial loan reserves and an adjustment to the lifetime loss estimate for solar purchased loan pool positions, which followed completion of the Company’s loan portfolio review. The Company believes it is sufficiently collateralized and reserved, with its ACL of $17.3 million on September 30, 2024 increasing by $382,000 from June 30, 2024 and $1.5 million from September 30, 2023. As a percentage of total loans, ACL represented 1.87% on September 30, 2024, 1.90% on June 30, 2024, and 1.76% on September 30, 2023.

    Liquidity
    The Company has diligently ensured a strong liquidity profile as of September 30, 2024 to meet its ongoing financial obligations. The Bank’s liquidity management, as evaluated by its cash reserves and operational cash flows from loan repayments and investment securities, remains robust and is effectively managed by the institution’s leadership.

    The Bank’s analysis indicates that expected cash inflows from loans and investment securities are more than sufficient to meet all projected financial obligations.  Total deposits increased to $1.20 billion on September 30, 2024 from $1.10 billion on June 30, 2024 and $1.13 billion on September 30, 2023. Core deposits increased to 77.45% of total deposits on September 30, 2024, from 67.98% on June 30, 2024 and 69.83% on September 30, 2023. This further underscores the success of the Bank’s strategic initiatives to enhance its core deposit franchise, including targeted marketing campaigns and customer engagement programs aimed at deepening banking relationships and enhancing deposit stability.

    At the end of the current quarter, Pathfinder Bancorp had an available additional funding capacity of $105.2 million with the Federal Home Loan Bank of New York, which complements its liquidity reserves. Moreover, the Bank maintains additional unused credit lines totaling $27.3 million, which provide a buffer for additional funding needs. These facilities, including access to the Federal Reserve’s Discount Window, are part of a comprehensive liquidity strategy that ensures flexibility and readiness to respond to any funding requirements.

    Cash Dividend Declared
    On September 30, 2024, Pathfinder’s Board of Directors declared a cash dividend of $0.10 per share for holders of both voting common and non-voting common stock.

    In addition, this dividend also extends to the notional shares of the Company’s warrants. Shareholders registered by October 18, 2024 will be eligible for the dividend, which is scheduled for disbursement on November 8, 2024. This distribution aligns with Pathfinder Bancorp’s philosophy of consistent and reliable delivery of shareholder value.

    Evaluating the Company’s market performance, the closing stock price as of September 30, 2024 stood at $15.83 per share. This positions the dividend yield at an attractive 2.53%.

    About Pathfinder Bancorp, Inc.
    Pathfinder Bancorp, Inc. (NASDAQ: PBHC) is the commercial bank holding company for Pathfinder Bank, which serves Central New York customers throughout Oswego, Syracuse and their neighboring communities. Strategically located branches averaging approximately $100 million in deposits per location, as well as diversified consumer, mortgage and commercial loan portfolios, reflect the state-chartered Bank’s commitment to in-market relationships and local customer service. The Company also offers investment services to individuals and businesses. At September 30, 2024, the Oswego-headquartered Company had assets of $1.48 billion, loans of $921.7 million, and deposits of $1.20 billion. More information is available at pathfinderbank.com and ir.pathfinderbank.com.

    Forward-Looking Statements
    Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may.” These forward-looking statements are based on current beliefs and expectations of the Company’s and the Bank’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s and the Bank’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 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: risks related to the real estate and economic environment, particularly in the market areas in which the Company and the Bank operate; fiscal and monetary policies of the U.S. Government; inflation; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; fluctuations in the adequacy of the allowance for credit losses; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; the risk that the Company may not be successful in the implementation of its business strategy; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in the Company’s filings with the Securities and Exchange Commission, which are available at the SEC’s website, www.sec.gov.

    This release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position, or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet, or statement of cash flows (or equivalent statements) of the registrant; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the release of the non-GAAP financial measures to the most directly comparable GAAP financial.

    PATHFINDER BANCORP, INC.                              
    Selected Financial Information (Unaudited)                              
    (Amounts in thousands, except per share amounts)                              
                                   
        2024     2023  
    SELECTED BALANCE SHEET DATA:   September 30,     June 30,     March 31,     December 31,     September 30,  
    ASSETS:                              
    Cash and due from banks   $ 18,923     $ 12,022     $ 13,565     $ 12,338     $ 12,822  
    Interest-earning deposits     16,401       19,797       15,658       36,394       11,652  
    Total cash and cash equivalents     35,324       31,819       29,223       48,732       24,474  
    Available-for-sale securities, at fair value     271,977       274,977       279,012       258,716       206,848  
    Held-to-maturity securities, at amortized cost     161,385       166,271       172,648       179,286       185,589  
    Marketable equity securities, at fair value     3,872       3,793       3,342       3,206       3,013  
    Federal Home Loan Bank stock, at cost     5,401       8,702       7,031       8,748       5,824  
    Loans     921,660       888,263       891,531       897,207       896,123  
    Less: Allowance for credit losses     17,274       16,892       16,655       15,975       15,767  
    Loans receivable, net     904,386       871,371       874,876       881,232       880,356  
    Premises and equipment, net     18,989       18,878       18,332       18,441       18,491  
    Assets held-for-sale     –       3,042       3,042       3,042       3,042  
    Operating lease right-of-use assets     1,425       1,459       1,493       1,526       1,559  
    Finance lease right-of-use assets     16,873       4,004       4,038       4,073       4,108  
    Accrued interest receivable     6,806       7,076       7,170       7,286       6,594  
    Foreclosed real estate     –       60       82       151       189  
    Intangible assets, net     6,217       76       80       85       88  
    Goodwill     5,752       4,536       4,536       4,536       4,536  
    Bank owned life insurance     24,560       24,967       24,799       24,641       24,479  
    Other assets     20,159       25,180       23,968       22,097       31,459  
    Total assets   $ 1,483,126     $ 1,446,211     $ 1,453,672     $ 1,465,798     $ 1,400,649  
                                   
    LIABILITIES AND SHAREHOLDERS’ EQUITY:                              
    Deposits:                              
    Interest-bearing deposits   $ 986,103     $ 932,132     $ 969,692     $ 949,898     $ 953,143  
    Noninterest-bearing deposits     210,110       169,145       176,421       170,169       174,710  
    Total deposits     1,196,213       1,101,277       1,146,113       1,120,067       1,127,853  
    Short-term borrowings     60,315       127,577       91,577       125,680       56,698  
    Long-term borrowings     39,769       45,869       45,869       49,919       53,915  
    Subordinated debt     30,057       30,008       29,961       29,914       29,867  
    Accrued interest payable     236       2,092       1,963       2,245       1,731  
    Operating lease liabilities     1,621       1,652       1,682       1,711       1,739  
    Finance lease liabilities     16,829       4,359       4,370       4,381       4,391  
    Other liabilities     16,986       9,203       9,505       11,625       10,013  
    Total liabilities     1,362,026       1,322,037       1,331,040       1,345,542       1,286,207  
    Shareholders’ equity:                              
    Voting common stock shares issued and outstanding     4,719,788       4,719,788       4,719,788       4,719,288       4,713,353  
    Voting common stock     47       47       47       47       47  
    Non-Voting common stock     14       14       14       14       14  
    Additional paid in capital     53,231       53,182       53,151       53,114       52,963  
    Retained earnings     73,670       78,936       77,558       76,060       74,282  
    Accumulated other comprehensive loss     (6,716 )     (8,786 )     (8,862 )     (9,605 )     (13,356 )
    Unearned ESOP shares     –       (45 )     (90 )     (135 )     (180 )
    Total Pathfinder Bancorp, Inc. shareholders’ equity     120,246       123,348       121,818       119,495       113,770  
    Noncontrolling interest     854       826       814       761       672  
    Total equity     121,100       124,174       122,632       120,256       114,442  
    Total liabilities and shareholders’ equity   $ 1,483,126     $ 1,446,211     $ 1,453,672     $ 1,465,798     $ 1,400,649  

    The above information is preliminary and based on the Company’s data available at the time of presentation.

        Nine Months Ended
    September 30,    		     2024     2023  
    SELECTED INCOME STATEMENT DATA:   2024     2023     Q3     Q2     Q1     Q4     Q3  
    Interest and dividend income:                                          
    Loans, including fees   $ 39,182     $ 34,919     $ 14,425     $ 12,489     $ 12,268     $ 12,429     $ 12,470  
    Debt securities:                                          
    Taxable     17,007       12,408       5,664       5,736       5,607       5,092       4,488  
    Tax-exempt     1,475       1,441       469       498       508       506       507  
    Dividends     456       341       149       178       129       232       140  
    Federal funds sold and interest-earning deposits     711       226       492       121       98       69       66  
    Total interest and dividend income     58,831       49,335       21,199       19,022       18,610       18,328       17,671  
    Interest expense:                                          
    Interest on deposits     22,670       15,885       7,633       7,626       7,411       7,380       6,223  
    Interest on short-term borrowings     3,476       1,624       1,136       1,226       1,114       1,064       674  
    Interest on long-term borrowings     597       619       202       201       194       231       222  
    Interest on subordinated debt     1,476       1,447       496       489       491       494       492  
    Total interest expense     28,219       19,575       9,467       9,542       9,210       9,169       7,611  
    Net interest income     30,612       29,760       11,732       9,480       9,400       9,159       10,060  
    Provision for (benefit from) credit losses:                                          
    Loans     10,118       2,675       9,104       304       710       316       798  
    Held-to-maturity securities     (90 )     (24 )     (31 )     (74 )     15       (74 )     5  
    Unfunded commitments     (43 )     14       (104 )     60       1       23       30  
    Total provision for credit losses     9,985       2,665       8,969       290       726       265       833  
    Net interest income after provision for credit losses     20,627       27,095       2,763       9,190       8,674       8,894       9,227  
    Noninterest income:                                          
    Service charges on deposit accounts     1,031       913       392       330       309       336       343  
    Earnings and gain on bank owned life insurance     685       466       361       167       157       164       165  
    Loan servicing fees     279       238       79       112       88       69       99  
    Net realized (losses) gains on sales and redemptions of investment securities     (320 )     60       (188 )     16       (148 )     2       (13 )
    Net realized gains (losses) on sales of marketable equity securities     31       (208 )     62       (139 )     108       (47 )     (39 )
    Gains on sales of loans and foreclosed real estate     148       183       90       40       18       (2 )     41  
    Loss on sale of premises and equipment     (36 )     –       (36 )     –       –       –       –  
    Debit card interchange fees     610       455       300       191       119       161       22  
    Insurance agency revenue     1,024       1,001       367       260       397       303       310  
    Other charges, commissions & fees     1,203       764       280       234       689       332       265  
    Total noninterest income     4,655       3,872       1,707       1,211       1,737       1,318       1,193  
    Noninterest expense:                                          
    Salaries and employee benefits     13,687       12,243       4,959       4,399       4,329       3,677       4,154  
    Building and occupancy     2,864       2,699       1,134       914       816       864       868  
    Data processing     1,750       1,519       672       550       528       499       483  
    Professional and other services     3,078       1,531       1,820       696       562       488       492  
    Advertising     386       516       165       116       105       155       144  
    FDIC assessments     685       663       228       228       229       222       222  
    Audits and exams     416       476       123       123       170       259       159  
    Insurance agency expense     825       817       308       232       285       216       273  
    Community service activities     111       151       20       39       52       49       55  
    Foreclosed real estate expenses     82       76       27       30       25       35       44  
    Other expenses     1,989       1,660       803       581       605       580       759  
    Total noninterest expense     25,873       22,351       10,259       7,908       7,706       7,044       7,653  
    (Loss) income before provision for income taxes     (591 )     8,616       (5,789 )     2,493       2,705       3,168       2,767  
    (Benefit) provision for income taxes     (160 )     1,772       (1,173 )     481       532       590       573  
    Net (loss) income attributable to noncontrolling interest and Pathfinder Bancorp, Inc.     (431 )     6,844       (4,616 )     2,012       2,173       2,578       2,194  
    Net income attributable to noncontrolling interest     93       87       28       12       53       42       18  
    Net (loss) income attributable to Pathfinder Bancorp Inc.   $ (524 )   $ 6,757     $ (4,644 )   $ 2,000     $ 2,120     $ 2,536     $ 2,176  
    Voting Earnings per common share – basic and diluted   $ (0.09 )   $ 1.10     $ (0.75 )   $ 0.32     $ 0.34     $ 0.41     $ 0.35  
    Series A Non-Voting Earnings per common share- basic and diluted   $ (0.09 )   $ 1.10     $ (0.75 )   $ 0.32     $ 0.34     $ 0.41     $ 0.35  
    Dividends per common share (Voting and Series A Non-Voting)   $ 0.30     $ 0.27     $ 0.10     $ 0.10     $ 0.10     $ 0.09     $ 0.09  

    The above information is preliminary and based on the Company’s data available at the time of presentation.

        Nine Months
    Ended September
    30,    		     2024     2023  
    FINANCIAL HIGHLIGHTS:   2024     2023     Q3     Q2     Q1     Q4     Q3  
    Selected Ratios:                                          
    Return on average assets     -0.05 %     0.65 %     -1.25 %     0.56 %     0.59 %     0.72 %     0.63 %
    Return on average common equity     -0.57 %     7.88 %     -14.79 %     6.49 %     7.01 %     8.72 %     7.50 %
    Return on average equity     -0.57 %     7.88 %     -14.79 %     6.49 %     7.01 %     8.72 %     7.50 %
    Return on average tangible common equity (1)     -0.59 %     8.23 %     -15.28 %     6.78 %     7.32 %     9.01 %     7.75 %
    Net interest margin     2.97 %     3.02 %     3.34 %     2.78 %     2.75 %     2.74 %     3.07 %
    Loans/deposits     77.05 %     79.45 %     77.05 %     80.66 %     77.79 %     80.10 %     79.45 %
    Core deposits/deposits (2)     77.45 %     69.83 %     77.45 %     67.98 %     69.17 %     69.83 %     69.83 %
    Annualized non-interest expense/average assets     2.39 %     2.16 %     2.75 %     2.19 %     2.16 %     2.01 %     2.20 %
    Efficiency ratio (1)     72.70 %     66.58 %     75.28 %     74.08 %     68.29 %     67.25 %     67.93 %
                                               
    Other Selected Data:                                          
    Average yield on loans     5.82 %     5.17 %     6.31 %     5.64 %     5.48 %     5.55 %     5.57 %
    Average cost of interest bearing deposits     3.12 %     2.23 %     3.11 %     3.21 %     3.07 %     3.10 %     2.65 %
    Average cost of total deposits, including non-interest bearing     2.64 %     1.88 %     2.59 %     2.72 %     2.61 %     2.63 %     2.24 %
    Deposits/branch (4)   $ 99,684     $ 102,532     $ 99,684     $ 100,116     $ 104,192     $ 101,824     $ 102,532  
    Pre-tax, pre-provision net income (1)   $ 9,714     $ 11,221     $ 3,368     $ 2,767     $ 3,579     $ 3,431     $ 3,613  
    Total revenue (1)   $ 35,587     $ 33,572     $ 13,627     $ 10,675     $ 11,285     $ 10,475     $ 11,266  
                                               
    Share and Per Share Data:                                          
    Cash dividends per share   $ 0.30     $ 0.27     $ 0.10     $ 0.10     $ 0.10     $ 0.09     $ 0.09  
    Book value per common share   $ 19.71     $ 18.67     $ 19.71     $ 20.22     $ 19.97     $ 19.59     $ 18.67  
    Tangible book value per common share (1)   $ 17.75     $ 17.91     $ 17.75     $ 19.46     $ 19.21     $ 18.83     $ 17.91  
    Basic and diluted weighted average shares outstanding – Voting     4,708       4,640       4,714       4,708       4,701       4,693       4,671  
    Basic and diluted earnings per share – Voting (3)   $ (0.09 )   $ 1.10     $ (0.75 )   $ 0.32     $ 0.34     $ 0.41     $ 0.35  
    Basic and diluted weighted average shares outstanding – Series A Non-Voting     1,380       1,380       1,380       1,380       1,380       1,380       1,380  
    Basic and diluted earnings per share – Series A Non-Voting (3)   $ (0.09 )   $ 1.10     $ (0.75 )   $ 0.32     $ 0.34     $ 0.41     $ 0.35  
    Common shares outstanding at period end     6,100       6,094       6,100       6,100       6,100       6,100       6,094  
                                               
    Pathfinder Bancorp, Inc. Capital Ratios:                                          
    Company tangible common equity to tangible assets (1)     7.36 %     7.82 %     7.36 %     8.24 %     8.09 %     7.86 %     7.82 %
    Company Total Core Capital (to Risk-Weighted Assets)     15.55 %     17.00 %     15.55 %     16.19 %     16.23 %     16.17 %     17.00 %
    Company Tier 1 Capital (to Risk-Weighted Assets)     11.84 %     12.39 %     11.84 %     12.31 %     12.33 %     12.30 %     12.39 %
    Company Tier 1 Common Equity (to Risk-Weighted Assets)     11.33 %     12.91 %     11.33 %     11.83 %     11.85 %     11.81 %     12.91 %
    Company Tier 1 Capital (to Assets)     8.29 %     9.21 %     8.29 %     9.16 %     9.16 %     9.35 %     9.21 %
                                               
    Pathfinder Bank Capital Ratios:                                          
    Bank Total Core Capital (to Risk-Weighted Assets)     14.52 %     14.76 %     14.52 %     16.04 %     15.65 %     15.05 %     14.76 %
    Bank Tier 1 Capital (to Risk-Weighted Assets)     13.26 %     13.51 %     13.26 %     14.79 %     14.39 %     13.80 %     13.51 %
    Bank Tier 1 Common Equity (to Risk-Weighted Assets)     13.26 %     13.51 %     13.26 %     14.79 %     14.39 %     13.80 %     13.51 %
    Bank Tier 1 Capital (to Assets)     9.13 %     10.11 %     9.13 %     10.30 %     10.13 %     10.11 %     10.11 %

    (1) Non-GAAP financial metrics. See non-GAAP reconciliation included herein for the most directly comparable GAAP measures.
    (2) Non-brokered deposits excluding certificates of deposit of $250,000 or more.
    (3) Basic and diluted earnings per share are calculated based upon the two-class method. Weighted average shares outstanding do not include unallocated ESOP shares.
    (4) Includes 11 full-service branches and one motor bank for September 30, 2024. Includes 10 full-service branches and one motor bank for all periods prior.

    The above information is preliminary and based on the Company’s data available at the time of presentation.

        Nine Months
    Ended September
    30,    		     2024     2023  
    ASSET QUALITY:   2024     2023     Q3     Q2     Q1     Q4     Q3  
    Total loan charge-offs   $ 8,992     $ 4,365     $ 8,812     $ 112     $ 68     $ 211     $ 3,874  
    Total recoveries     174       252       90       46       38       103       45  
    Net loan charge-offs     8,818       4,113       8,722       66       30       108       3,829  
    Allowance for credit losses at period end     17,274       15,767       17,274       16,892       16,655       15,975       15,767  
    Nonperforming loans at period end     16,170       16,173       16,170       24,490       19,652       17,227       16,173  
    Nonperforming assets at period end   $ 16,170     $ 16,362     $ 16,170     $ 24,550     $ 19,734     $ 17,378     $ 16,362  
    Annualized net loan charge-offs to average loans     1.29 %     0.61 %     1.29 %     0.02 %     0.01 %     0.47 %     0.61 %
    Allowance for credit losses to period end loans     1.87 %     1.76 %     1.87 %     1.90 %     1.87 %     1.78 %     1.76 %
    Allowance for credit losses to nonperforming loans     106.83 %     97.49 %     106.83 %     68.98 %     84.75 %     92.73 %     97.49 %
    Nonperforming loans to period end loans     1.75 %     1.80 %     1.75 %     2.76 %     2.20 %     1.92 %     1.80 %
    Nonperforming assets to period end assets     1.09 %     1.17 %     1.09 %     1.70 %     1.36 %     1.19 %     1.17 %
        2024     2023  
    LOAN COMPOSITION:   September 30,     June 30,     March 31,     December 31,     September 30,  
    1-4 family first-lien residential mortgages   $ 255,235     $ 250,106     $ 252,026     $ 257,604     $ 252,956  
    Residential construction     4,077       309       1,689       1,355       2,090  
    Commercial real estate     378,805       370,361       363,467       358,707       362,822  
    Commercial lines of credit     64,672       62,711       67,416       72,069       73,497  
    Other commercial and industrial     88,247       90,813       91,178       89,803       85,506  
    Paycheck protection program loans     125       136       147       158       169  
    Tax exempt commercial loans     2,658       3,228       3,374       3,430       3,451  
    Home equity and junior liens     52,709       35,821       35,723       34,858       34,666  
    Other consumer     76,703       75,195       77,106       79,797       81,319  
    Subtotal loans     923,231       888,680       892,126       897,781       896,476  
    Deferred loan fees     (1,571 )     (417 )     (595 )     (574 )     (353 )
    Total loans   $ 921,660     $ 888,263     $ 891,531     $ 897,207     $ 896,123  
        2024     2023  
    DEPOSIT COMPOSITION:   September 30,     June 30,     March 31,     December 31,     September 30,  
    Savings accounts   $ 129,053     $ 106,048     $ 111,465     $ 113,543     $ 118,406  
    Time accounts     352,729       368,262       378,103       377,570       359,011  
    Time accounts in excess of $250,000     140,181       117,021       114,514       95,272       96,686  
    Money management accounts     11,520       12,154       11,676       12,364       13,052  
    MMDA accounts     250,007       193,915       215,101       224,707       235,165  
    Demand deposit interest-bearing     97,344       128,168       134,196       119,321       125,585  
    Demand deposit noninterest-bearing     210,110       169,145       176,434       170,169       174,712  
    Mortgage escrow funds     5,269       6,564       4,624       7,121       5,236  
    Total deposits   $ 1,196,213     $ 1,101,277     $ 1,146,113     $ 1,120,067     $ 1,127,853  

    The above information is preliminary and based on the Company’s data available at the time of presentation.

        Nine Months Ended
    September 30,    		     2024     2023  
    SELECTED AVERAGE BALANCES:   2024     2023     Q3     Q2     Q3  
    Interest-earning assets:                              
    Loans   $ 898,361     $ 900,917     $ 914,467     $ 885,384     $ 895,900  
    Taxable investment securities     427,311       371,615       415,751       434,572       376,455  
    Tax-exempt investment securities     29,499       31,077       30,382       28,944       27,831  
    Fed funds sold and interest-earning deposits     20,161       11,750       42,897       13,387       11,395  
    Total interest-earning assets     1,375,332       1,315,359       1,403,497       1,362,287       1,311,581  
    Noninterest-earning assets:                              
    Other assets     99,200       99,431       103,856       98,746       102,738  
    Allowance for credit losses     (16,511 )     (18,043 )     (16,537 )     (16,905 )     (19,028 )
    Net unrealized losses on available-for-sale securities     (10,184 )     (12,919 )     (9,161 )     (10,248 )     (13,275 )
    Total assets   $ 1,447,837     $ 1,383,828     $ 1,481,655     $ 1,433,880     $ 1,382,016  
    Interest-bearing liabilities:                              
    NOW accounts   $ 100,922     $ 94,116     $ 102,868     $ 92,918     $ 90,992  
    Money management accounts     11,782       14,651       11,828       12,076       14,503  
    MMDA accounts     217,580       241,550       227,247       214,364       218,601  
    Savings and club accounts     115,875       127,490       127,262       107,558       121,710  
    Time deposits     521,832       472,614       514,050       524,276       493,907  
    Subordinated loans     29,978       29,793       30,025       29,977       29,837  
    Borrowings     129,943       99,029       122,129       141,067       110,780  
    Total interest-bearing liabilities     1,127,912       1,079,243       1,135,409       1,122,236       1,080,330  
    Noninterest-bearing liabilities:                              
    Demand deposits     177,202       174,143       195,765       171,135       169,825  
    Other liabilities     19,382       16,100       24,855       17,298       15,768  
    Total liabilities     1,324,496       1,269,486       1,356,029       1,310,669       1,265,923  
    Shareholders’ equity     123,341       114,342       125,626       123,211       116,093  
    Total liabilities & shareholders’ equity   $ 1,447,837     $ 1,383,828     $ 1,481,655     $ 1,433,880     $ 1,382,016  
        Nine Months Ended
    September 30,    		     2024     2023  
    SELECTED AVERAGE YIELDS:   2024     2023     Q3     Q2     Q3  
    Interest-earning assets:                              
    Loans     5.82 %     5.17 %     6.31 %     5.64 %     5.57 %
    Taxable investment securities     5.45 %     4.57 %     5.59 %     5.44 %     4.92 %
    Tax-exempt investment securities     6.67 %     6.18 %     6.17 %     6.88 %     7.29 %
    Fed funds sold and interest-earning deposits     4.70 %     2.56 %     4.59 %     3.62 %     2.32 %
    Total interest-earning assets     5.70 %     5.00 %     6.04 %     5.59 %     5.39 %
    Interest-bearing liabilities:                              
    NOW accounts     1.06 %     0.45 %     1.09 %     1.14 %     0.55 %
    Money management accounts     0.11 %     0.11 %     0.10 %     0.10 %     0.11 %
    MMDA accounts     3.64 %     2.51 %     3.54 %     3.74 %     3.00 %
    Savings and club accounts     0.26 %     0.21 %     0.25 %     0.26 %     0.22 %
    Time deposits     4.01 %     3.05 %     4.09 %     4.03 %     3.55 %
    Subordinated loans     6.56 %     6.48 %     6.61 %     6.53 %     6.60 %
    Borrowings     4.18 %     3.02 %     4.38 %     4.05 %     3.24 %
    Total interest-bearing liabilities     3.34 %     2.42 %     3.34 %     3.40 %     2.82 %
    Net interest rate spread     2.36 %     2.58 %     2.70 %     2.19 %     2.57 %
    Net interest margin     2.97 %     3.02 %     3.34 %     2.78 %     3.07 %
    Ratio of average interest-earning assets to average interest-bearing liabilities     121.94 %     121.88 %     123.61 %     121.39 %     121.41 %

    The above information is preliminary and based on the Company’s data available at the time of presentation.

        Nine Months
    Ended September
    30,    		     2024     2023  
    NON-GAAP RECONCILIATIONS:   2024     2023     Q3     Q2     Q1     Q4     Q3  
    Tangible book value per common share:                                          
    Total equity               $ 120,246     $ 123,348     $ 121,818     $ 119,495     $ 113,770  
    Intangible assets                 (11,969 )     (4,612 )     (4,616 )     (4,621 )     (4,624 )
    Tangible common equity (non-GAAP)                 108,277       118,736       117,202       114,874       109,146  
    Common shares outstanding                 6,100       6,100       6,100       6,100       6,094  
    Tangible book value per common share (non-GAAP)               $ 17.75     $ 19.46     $ 19.21     $ 18.83     $ 17.91  
    Tangible common equity to tangible assets:                                          
    Tangible common equity (non-GAAP)               $ 108,277     $ 118,736     $ 117,202     $ 114,874     $ 109,146  
    Tangible assets                 1,471,157       1,441,599       1,449,056       1,461,177       1,396,025  
    Tangible common equity to tangible assets ratio (non-GAAP)                 7.36 %     8.24 %     8.09 %     7.86 %     7.82 %
    Return on average tangible common equity:                                          
    Average shareholders’ equity   $ 123,341     $ 114,342     $ 125,626     $ 123,211     $ 121,031     $ 116,265     $ 116,093  
    Average intangible assets     4,642       4,631       4,691       4,614       4,619       4,623       4,627  
    Average tangible equity (non-GAAP)     118,699       109,711       120,935       118,597       116,412       111,642       111,466  
    Net income (loss)     (524 )     6,757       (4,644 )     2,000       2,120       2,536       2,176  
    Net income (loss), annualized   $ (700 )   $ 9,034     $ (18,475 )   $ 8,044     $ 8,527     $ 10,061     $ 8,633  
    Return on average tangible common equity (non-GAAP) (1)     -0.59 %     8.23 %     -15.28 %     6.78 %     7.32 %     9.01 %     7.75 %
    Revenue, pre-tax, pre-provision net income, and efficiency ratio:                                          
    Net interest income   $ 30,612     $ 29,760     $ 11,732     $ 9,480     $ 9,400     $ 9,159     $ 10,060  
    Total noninterest income     4,655       3,872       1,707       1,211       1,737       1,318       1,193  
    Net realized (gains) losses on sales and redemptions of investment securities     (320 )     60       (188 )     16       (148 )     2       (13 )
    Revenue (non-GAAP) (2)     35,587       33,572       13,627       10,675       11,285       10,475       11,266  
    Total non-interest expense     25,873       22,351       10,259       7,908       7,706       7,044       7,653  
    Pre-tax, pre-provision net income (non-GAAP) (3)   $ 9,714     $ 11,221     $ 3,368     $ 2,767     $ 3,579     $ 3,431     $ 3,613  
    Efficiency ratio (non-GAAP) (4)     72.70 %     66.58 %     75.28 %     74.08 %     68.29 %     67.25 %     67.93 %

    (1) Return on average tangible common equity equals annualized net income (loss) divided by average tangible equity
    (2) Revenue equals net interest income plus total noninterest income less net realized gains or losses on sales and redemptions of investment securities
    (3) Pre-tax, pre-provision net income equals revenue less total non-interest expense
    (4) Efficiency ratio equals noninterest expense divided by revenue

    The above information is preliminary and based on the Company’s data available at the time of presentation.

    Investor/Media Contacts
    James A. Dowd, President, CEO
    Justin K. Bigham, Senior Vice President, CFO
    Telephone: (315) 343-0057

    The MIL Network –

  • MIL-OSI: Tenable Announces Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

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

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

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

    Third Quarter 2024 Financial Highlights

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

    Recent Business Highlights

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

    Financial Outlook

    For the fourth quarter of 2024, we currently expect:

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

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

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

    Conference Call Information

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

    About Tenable

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

    Contact Information

    Investor Relations
    investors@tenable.com

    Media Relations
    tenablepr@tenable.com

    Forward-Looking Statements

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

    Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

    TENABLE HOLDINGS, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (unaudited)
     
      Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (in thousands, except per share data)   2024       2023       2024       2023  
    Revenue $ 227,088     $ 201,529     $ 664,290     $ 585,404  
    Cost of revenue(1)   50,499       45,754       148,229       134,774  
    Gross profit   176,589       155,775       516,061       450,630  
    Operating expenses:              
    Sales and marketing(1)   99,083       94,759       300,037       289,750  
    Research and development(1)   48,020       37,052       136,896       113,080  
    General and administrative(1)   31,569       31,877       92,889       85,614  
    Restructuring   —       —       6,070       —  
    Total operating expenses   178,672       163,688       535,892       488,444  
    Loss from operations   (2,083 )     (7,913 )     (19,831 )     (37,814 )
    Interest income   5,989       7,662       17,587       19,323  
    Interest expense   (8,148 )     (8,119 )     (24,333 )     (23,208 )
    Other income (expense), net   359       (6,502 )     (858 )     (7,993 )
    Loss before income taxes   (3,883 )     (14,872 )     (27,435 )     (49,692 )
    Provision for income taxes   5,328       693       10,734       6,944  
    Net loss $ (9,211 )   $ (15,565 )   $ (38,169 )   $ (56,636 )
                   
    Net loss per share, basic and diluted $ (0.08 )   $ (0.13 )   $ (0.32 )   $ (0.49 )
    Weighted-average shares used to compute net loss per share, basic and diluted   119,169       115,954       118,466       114,967  

    _______________

    (1) Includes stock-based compensation as follows:

      Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
        2024     2023     2024     2023
    Cost of revenue $ 3,216   $ 3,011   $ 9,486   $ 8,542
    Sales and marketing   15,941     15,805     47,517     46,622
    Research and development   12,435     9,242     35,395     27,871
    General and administrative   10,092     8,777     30,403     25,777
    Total stock-based compensation $ 41,684   $ 36,835   $ 122,801   $ 108,812
    TENABLE HOLDINGS, INC.
    CONSOLIDATED BALANCE SHEETS
     
      September 30, 2024   December 31, 2023
    (in thousands, except per share data) (unaudited)    
    Assets      
    Current assets:      
    Cash and cash equivalents $ 312,207     $ 237,132  
    Short-term investments   236,242       236,840  
    Accounts receivable (net of allowance for doubtful accounts of $971 and $470 at September 30, 2024 and December 31, 2023, respectively)   192,648       220,060  
    Deferred commissions   49,858       49,559  
    Prepaid expenses and other current assets   52,575       61,882  
    Total current assets   843,530       805,473  
    Property and equipment, net   39,780       45,436  
    Deferred commissions (net of current portion)   64,405       72,394  
    Operating lease right-of-use assets   32,127       34,835  
    Acquired intangible assets, net   99,474       107,017  
    Goodwill   541,292       518,539  
    Other assets   13,811       23,177  
    Total assets $ 1,634,419     $ 1,606,871  
           
    Liabilities and Stockholders’ Equity      
    Current liabilities:      
    Accounts payable and accrued expenses $ 17,833     $ 16,941  
    Accrued compensation   43,040       66,492  
    Deferred revenue   583,940       580,779  
    Operating lease liabilities   6,099       5,971  
    Other current liabilities   6,205       5,655  
    Total current liabilities   657,117       675,838  
    Deferred revenue (net of current portion)   163,512       169,718  
    Term loan, net of issuance costs (net of current portion)   357,334       359,281  
    Operating lease liabilities (net of current portion)   43,706       48,058  
    Other liabilities   8,195       7,632  
    Total liabilities   1,229,864       1,260,527  
           
    Stockholders’ equity:      
    Common stock (par value: $0.01; 500,000 shares authorized; 121,344 and 117,504 shares issued at September 30, 2024 and December 31, 2023, respectively)   1,213       1,175  
    Additional paid-in capital   1,330,517       1,185,100  
    Treasury stock (at cost: 1,471 and 356 shares at September 30, 2024 and December 31, 2023, respectively)   (64,925 )     (14,934 )
    Accumulated other comprehensive income   954       38  
    Accumulated deficit   (863,204 )     (825,035 )
    Total stockholders’ equity   404,555       346,344  
    Total liabilities and stockholders’ equity $ 1,634,419     $ 1,606,871  
    TENABLE HOLDINGS, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (unaudited)
     
      Nine Months Ended September 30,
    (in thousands)   2024       2023  
    Cash flows from operating activities:      
    Net loss $ (38,169 )   $ (56,636 )
    Adjustments to reconcile net loss to net cash provided by operating activities:    
    Depreciation and amortization   24,434       18,900  
    Stock-based compensation   122,801       108,812  
    Net accretion of discounts and amortization of premiums on short-term investments   (6,141 )     (5,903 )
    Amortization of debt issuance costs   1,003       941  
    (Gain) loss on other investments   (1,452 )     5,000  
    Restructuring   4,528       —  
    Other   4,128       1,800  
    Changes in operating assets and liabilities:      
    Accounts receivable   26,911       9,084  
    Prepaid expenses and other assets   29,868       17,524  
    Accounts payable, accrued expenses and accrued compensation   (22,921 )     447  
    Deferred revenue   (3,153 )     16,856  
    Other current and noncurrent liabilities   (5,480 )     (5,475 )
    Net cash provided by operating activities   136,357       111,350  
           
    Cash flows from investing activities:      
    Purchases of property and equipment   (1,924 )     (1,299 )
    Capitalized software development costs   (5,930 )     (4,707 )
    Purchases of short-term investments   (227,210 )     (217,239 )
    Sales and maturities of short-term investments   234,865       242,864  
    Proceeds from other investments   3,512       —  
    Purchases of other investments   (1,250 )     —  
    Business combinations, net of cash acquired   (29,162 )     —  
    Net cash (used in) provided by investing activities   (27,099 )     19,619  
           
    Cash flows from financing activities:      
    Payments on term loan   (2,813 )     (2,813 )
    Proceeds from loan agreement   —       424  
    Proceeds from stock issued in connection with the employee stock purchase plan   16,262       16,224  
    Proceeds from the exercise of stock options   4,798       2,421  
    Purchase of treasury stock   (49,991 )     —  
    Other financing activities   —       (213 )
    Net cash (used in) provided by financing activities   (31,744 )     16,043  
    Effect of exchange rate changes on cash and cash equivalents and restricted cash   (2,439 )     (2,562 )
    Net increase in cash and cash equivalents and restricted cash   75,075       144,450  
    Cash and cash equivalents and restricted cash at beginning of period   237,132       300,866  
    Cash and cash equivalents and restricted cash at end of period $ 312,207     $ 445,316  
    TENABLE HOLDINGS, INC.
    REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (unaudited)
     
    Revenue Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (in thousands)   2024     2023     2024     2023
    Subscription revenue $ 208,554   $ 183,268   $ 608,727   $ 531,133
    Perpetual license and maintenance revenue   11,769     12,200     35,941     36,535
    Professional services and other revenue   6,765     6,061     19,622     17,736
    Revenue(1) $ 227,088   $ 201,529   $ 664,290   $ 585,404

    _______________

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

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

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

    Remaining Performance Obligations September 30,
    (in thousands)   2024     2023
    Remaining performance obligations, short-term $ 592,351   $ 528,367
    Remaining performance obligations, long-term   179,210     168,817
    Remaining performance obligations $ 771,561   $ 697,184
    Free Cash Flow and Unlevered Free Cash Flow Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (in thousands)   2024       2023       2024       2023  
    Net cash provided by operating activities $ 54,607     $ 42,411     $ 136,357     $ 111,350  
    Purchases of property and equipment   (733 )     (201 )     (1,924 )     (1,299 )
    Capitalized software development costs   (1,163 )     (1,894 )     (5,930 )     (4,707 )
    Free cash flow(1)   52,711       40,316       128,503       105,344  
    Cash paid for interest and other financing costs   8,055       7,843       23,505       26,786  
    Unlevered free cash flow(1) $ 60,766     $ 48,159     $ 152,008     $ 132,130  

    ________________

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

      Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (in thousands)   2024       2023       2024       2023  
    Employee stock purchase plan activity $ (3,653 )   $ (2,236 )   $ (6,283 )   $ (2,507 )
    Acquisition-related expenses   (663 )     (571 )     (1,326 )     (830 )
    Restructuring   (492 )     —       (5,911 )     —  
    Non-GAAP Income from Operations and Non-GAAP Operating Margin Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (dollars in thousands)   2024       2023       2024       2023  
    Loss from operations $ (2,083 )   $ (7,913 )   $ (19,831 )   $ (37,814 )
    Stock-based compensation   41,684       36,835       122,801       108,812  
    Acquisition-related expenses   360       4,598       1,284       4,728  
    Restructuring   —       —       6,070       —  
    Amortization of acquired intangible assets   5,014       3,055       14,443       9,208  
    Non-GAAP income from operations $ 44,975     $ 36,575     $ 124,767     $ 84,934  
    Operating margin   (1 )%     `(4 )%     (3 )%     (6 )%
    Non-GAAP operating margin   20 %     18 %     19 %     15 %
    Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (in thousands, except per share data)   2024       2023       2024       2023  
    Net loss $ (9,211 )   $ (15,565 )   $ (38,169 )   $ (56,636 )
    Stock-based compensation   41,684       36,835       122,801       108,812  
    Tax impact of stock-based compensation(1)   1,528       (1,207 )     1,626       1,046  
    Acquisition-related expenses(2)   360       4,598       1,284       4,728  
    Restructuring(2)   —       —       6,070       —  
    Amortization of acquired intangible assets(3)   5,014       3,055       14,443       9,208  
    Tax impact of acquisitions   (52 )     (48 )     (130 )     (161 )
    Non-GAAP net income $ 39,323     $ 27,668     $ 107,925     $ 66,997  
                   
    Net loss per share, diluted $ (0.08 )   $ (0.13 )   $ (0.32 )   $ (0.49 )
    Stock-based compensation   0.35       0.32       1.04       0.94  
    Tax impact of stock-based compensation(1)   0.01       (0.01 )     0.01       0.01  
    Acquisition-related expenses(2)   0.01       0.04       0.01       0.04  
    Restructuring(2)   —       —       0.05       —  
    Amortization of acquired intangible assets(3)   0.04       0.02       0.12       0.08  
    Tax impact of acquisitions   —       —       —       —  
    Adjustment to diluted earnings per share(4)   (0.01 )     (0.01 )     (0.03 )     (0.02 )
    Non-GAAP earnings per share, diluted $ 0.32     $ 0.23     $ 0.88     $ 0.56  
                   
    Weighted-average shares used to compute GAAP net loss per share, diluted   119,169       115,954       118,466       114,967  
                   
    Weighted-average shares used to compute non-GAAP earnings per share, diluted   123,288       121,473       123,206       120,273  

    ________________

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

    Non-GAAP Gross Profit and Non-GAAP Gross Margin Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (dollars in thousands)   2024       2023       2024       2023  
    Gross profit $ 176,589     $ 155,775     $ 516,061     $ 450,630  
    Stock-based compensation   3,216       3,011       9,486       8,542  
    Amortization of acquired intangible assets   5,014       3,055       14,443       9,208  
    Non-GAAP gross profit $ 184,819     $ 161,841     $ 539,990     $ 468,380  
    Gross margin   78 %     77 %     78 %     77 %
    Non-GAAP gross margin   81 %     80 %     81 %     80 %
    Non-GAAP Sales and Marketing Expense Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (dollars in thousands)   2024       2023       2024       2023  
    Sales and marketing expense $ 99,083     $ 94,759     $ 300,037     $ 289,750  
    Less: Stock-based compensation   15,941       15,805       47,517       46,622  
    Less: Acquisition-related expenses   3       —       52       —  
    Non-GAAP sales and marketing expense $ 83,139     $ 78,954     $ 252,468     $ 243,128  
    Non-GAAP sales and marketing expense % of revenue   37 %     39 %     38 %     42 %
    Non-GAAP Research and Development Expense Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (dollars in thousands)   2024       2023       2024       2023  
    Research and development expense $ 48,020     $ 37,052     $ 136,896     $ 113,080  
    Less: Stock-based compensation   12,435       9,242       35,395       27,871  
    Less: Acquisition-related expenses   —       —       (20 )     —  
    Non-GAAP research and development expense $ 35,585     $ 27,810     $ 101,521     $ 85,209  
    Non-GAAP research and development expense % of revenue   16 %     14 %     15 %     15 %
    Non-GAAP General and Administrative Expense Three Months Ended
    September 30,    		   Nine Months Ended
    September 30,
    (dollars in thousands)   2024       2023       2024       2023  
    General and administrative expense $ 31,569     $ 31,877     $ 92,889     $ 85,614  
    Less: Stock-based compensation   10,092       8,777       30,403       25,777  
    Less: Acquisition-related expenses   357       4,598       1,252       4,728  
    Non-GAAP general and administrative expense $ 21,120     $ 18,502     $ 61,234     $ 55,109  
    Non-GAAP general and administrative expense % of revenue   9 %     9 %     9 %     9 %
                                   

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

    Forecasted Non-GAAP Income from Operations Three Months Ending
    December 31, 2024    		   Year Ending
    December 31, 2024
    (in millions) Low   High   Low   High
    Forecasted income (loss) from operations $ 0.6   $ 2.6   $ (19.2 )   $ (17.2 )
    Forecasted stock-based compensation   41.3     41.3     164.1       164.1  
    Forecasted acquisition-related expenses   —     —     1.3       1.3  
    Forecasted restructuring   —     —     6.1       6.1  
    Forecasted amortization of acquired intangible assets   5.1     5.1     19.5       19.5  
    Forecasted non-GAAP income from operations $ 47.0   $ 49.0   $ 171.8     $ 173.8  
    Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ending
    December 31, 2024    		   Year Ending
    December 31, 2024
    (in millions, except per share data) Low   High   Low   High
    Forecasted net loss(1) $ (6.2 )   $ (4.2 )   $ (44.4 )   $ (42.4 )
    Forecasted stock-based compensation   41.3       41.3       164.1       164.1  
    Forecasted tax impact of stock-based compensation   1.9       1.9       3.5       3.5  
    Forecasted acquisition-related expenses   —       —       1.3       1.3  
    Forecasted restructuring   —       —       6.1       6.1  
    Forecasted amortization of acquired intangible assets   5.1       5.1       19.5       19.5  
    Forecasted tax impact of acquisitions   (0.1 )     (0.1 )     (0.2 )     (0.2 )
    Forecasted non-GAAP net income $ 42.0     $ 44.0     $ 149.9     $ 151.9  
                   
    Forecasted net loss per share, diluted(1) $ (0.05 )   $ (0.04 )   $ (0.37 )   $ (0.36 )
    Forecasted stock-based compensation   0.34       0.34       1.38       1.38  
    Forecasted tax impact of stock-based compensation   0.02       0.02       0.03       0.03  
    Forecasted acquisition-related expenses   —       —       0.01       0.01  
    Forecasted restructuring   —       —       0.05       0.05  
    Forecasted amortization of acquired intangible assets   0.04       0.04       0.16       0.16  
    Forecasted tax impact of acquisitions   —       —       —       —  
    Adjustment to diluted earnings per share(2)   (0.02 )     (0.01 )     (0.05 )     (0.04 )
    Forecasted non-GAAP earnings per share, diluted $ 0.33     $ 0.35     $ 1.21     $ 1.23  
                   
    Forecasted weighted-average shares used to compute GAAP net loss per share, diluted   120.0       120.0       119.0       119.0  
    Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted   125.5       125.5       123.5       123.5  

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

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

    Highlights of 2024‘s Third Quarter

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

    Financial Results for the Three Months Ended September 30, 2024

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

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

    Financial Results for the Nine Months Ended September 30, 2024

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

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

    Drilling Results

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

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

    Other

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

    Earnings Call Information

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

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

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

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

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

        Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		  
        2024     2023     2024     2023  
    Revenues:                        
    Natural gas sales   $ 252,650     $ 304,141     $ 756,260     $ 911,065  
    Oil sales     975       1,309       2,925       4,111  
    Total natural gas and oil sales     253,625       305,450       759,185       915,176  
    Gas services     50,847       71,287       127,889       239,350  
    Total revenues     304,472       376,737       887,074       1,154,526  
    Operating expenses:                        
    Production and ad valorem taxes     12,578       25,386       49,730       59,891  
    Gathering and transportation     53,996       47,012       150,456       137,981  
    Lease operating     29,248       31,664       99,125       100,525  
    Exploration     —       —       —       1,775  
    Depreciation, depletion and amortization     208,350       148,190       593,281       422,350  
    Gas services     52,622       67,632       132,796       224,317  
    General and administrative     9,923       9,586       29,271       31,992  
    Gain on sale of assets     (910 )     —       (910 )     (125 )
    Total operating expenses     365,807       329,470       1,053,749       978,706  
    Operating income (loss)     (61,335 )     47,267       (166,675 )     175,820  
    Other income (expenses):                        
    Gain from derivative financial instruments     75,163       14,276       89,218       76,190  
    Other income     274       409       927       1,467  
    Interest expense     (54,516 )     (43,624 )     (156,005 )     (121,082 )
    Total other income (expenses)     20,921       (28,939 )     (65,860 )     (43,425 )
    Income (loss) before income taxes     (40,414 )     18,328       (232,535 )     132,395  
    (Provision for) benefit from income taxes     14,696       (3,608 )     69,094       (28,878 )
    Net income (loss)     (25,718 )     14,720       (163,441 )     103,517  
    Net income attributable to noncontrolling interest     (3,173 )     —       (8,081 )     —  
    Net income (loss) available to Comstock   $ (28,891 )   $ 14,720     $ (171,522 )   $ 103,517  
                             
    Net income (loss) per share                        
    Basic   $ (0.09 )   $ 0.05     $ (0.57 )   $ 0.37  
    Diluted   $ (0.09 )   $ 0.05     $ (0.57 )   $ 0.37  
    Weighted average shares outstanding:                        
    Basic     290,170       276,999       285,949       276,741  
    Diluted     290,170       276,999       285,949       276,741  
    Dividends per share   $ —     $ 0.125     $ —     $ 0.375  

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

        Three Months Ended September 30,     Nine Months Ended September 30,  
        2024     2023     2024     2023  
    Natural gas production (MMcf)     133,116       130,528       403,420       383,902  
    Oil production (Mbbls)     13       17       40       57  
    Total production (MMcfe)     133,198       130,629       403,662       384,241  
                             
    Natural gas sales   $ 252,650     $ 304,141     $ 756,260     $ 911,065  
    Natural gas hedging settlements (1)     51,409       10,344       159,956       76,221  
    Total natural gas including hedging     304,059       314,485       916,216       987,286  
    Oil sales     975       1,309       2,925       4,111  
    Total natural gas and oil sales including hedging   $ 305,034     $ 315,794     $ 919,141     $ 991,397  
                             
    Average natural gas price (per Mcf)   $ 1.90     $ 2.33     $ 1.87     $ 2.37  
    Average natural gas price including hedging (per Mcf)   $ 2.28     $ 2.41     $ 2.27     $ 2.57  
    Average oil price (per barrel)   $ 75.00     $ 77.00     $ 73.13     $ 72.12  
    Average price (per Mcfe)   $ 1.90     $ 2.34     $ 1.88     $ 2.38  
    Average price including hedging (per Mcfe)   $ 2.29     $ 2.42     $ 2.28     $ 2.58  
                             
    Production and ad valorem taxes   $ 12,578     $ 25,386     $ 49,730     $ 59,891  
    Gathering and transportation     53,996       47,012       150,456       137,981  
    Lease operating     29,248       31,664       99,125       100,525  
    Cash general and administrative (2)     6,042       6,930       17,892       24,984  
    Total production costs   $ 101,864     $ 110,992     $ 317,203     $ 323,381  
                             
    Production and ad valorem taxes (per Mcfe)   $ 0.09     $ 0.20     $ 0.12     $ 0.16  
    Gathering and transportation (per Mcfe)     0.41       0.36       0.37       0.36  
    Lease operating (per Mcfe)     0.22       0.24       0.25       0.26  
    Cash general and administrative (per Mcfe)     0.05       0.05       0.04       0.07  
    Total production costs (per Mcfe)   $ 0.77     $ 0.85     $ 0.78     $ 0.85  
                             
    Unhedged operating margin     60 %     64 %     58 %     65 %
    Hedged operating margin     67 %     65 %     65 %     67 %
                             
    Gas services revenue   $ 50,847     $ 71,287     $ 127,889     $ 239,350  
    Gas services expenses     52,622       67,632       132,796       224,317  
    Gas services margin   $ (1,775 )   $ 3,655     $ (4,907 )   $ 15,033  
                             
    Natural Gas and Oil Capital Expenditures:                        
    Unproved property acquisitions   $ 8,800     $ 19,998     $ 87,938     $ 76,646  
    Total natural gas and oil properties acquisitions   $ 8,800     $ 19,998     $ 87,938     $ 76,646  
    Exploration and Development:                        
    Development leasehold   $ 5,623     $ 5,369     $ 12,153     $ 19,087  
    Exploratory drilling and completion     57,144       74,737       215,992       179,049  
    Development drilling and completion     114,172       229,594       411,315       740,808  
    Other development costs     7,453       1,418       22,175       18,868  
    Total exploration and development capital expenditures   $ 184,392     $ 311,118     $ 661,635     $ 957,812  

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

    (2)   Excludes stock-based compensation.

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

        Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		  
        2024     2023     2024     2023  
    ADJUSTED NET INCOME (LOSS):                        
    Net income (loss)   $ (25,718 )   $ 14,720     $ (163,441 )   $ 103,517  
    Unrealized (gain) loss from derivative financial instruments     (23,754 )     (3,932 )     70,738       31  
    Exploration expense     —       —       —       1,775  
    Gain on sale of assets     (910 )     —       (910 )     (125 )
    Adjustment to income taxes     1,873       946       (27,663 )     (418 )
    Adjusted net income (loss)   $ (48,509 )   $ 11,734     $ (121,276 )   $ 104,780  
                             
    Adjusted net income (loss) per share (2)   $ (0.17 )   $ 0.04     $ (0.42 )   $ 0.38  
    Diluted shares outstanding     290,170       276,999       285,949       276,741  
                             
                             
    ADJUSTED EBITDAX:                        
    Net income (loss)   $ (25,718 )   $ 14,720     $ (163,441 )   $ 103,517  
    Interest expense     54,516       43,624       156,005       121,082  
    Income taxes     (14,696 )     3,608       (69,094 )     28,878  
    Depreciation, depletion, and amortization     208,350       148,190       593,281       422,350  
    Exploration     —       —       —       1,775  
    Unrealized (gain) loss from derivative financial instruments     (23,754 )     (3,932 )     70,738       31  
    Stock-based compensation     3,883       2,655       11,380       7,006  
    Gain on sale of assets     (910 )     —       (910 )     (125 )
    Total Adjusted EBITDAX (3)   $ 201,671     $ 208,865     $ 597,959     $ 684,514  

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

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

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

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

        Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		  
        2024     2023     2024     2023  
    OPERATING CASH FLOW (1):                        
    Net income (loss)   $ (25,718 )   $ 14,720     $ (163,441 )   $ 103,517  
    Reconciling items:                        
    Unrealized (gain) loss from derivative financial instruments     (23,754 )     (3,932 )     70,738       31  
    Deferred income taxes     (12,734 )     3,608       (67,165 )     28,878  
    Depreciation, depletion and amortization     208,350       148,190       593,281       422,350  
    Amortization of debt discount and issuance costs     3,136       1,989       8,519       5,980  
    Stock-based compensation     3,883       2,655       11,380       7,006  
    Gain on sale of assets     (910 )     —       (910 )     (125 )
    Operating cash flow   $ 152,253     $ 167,230     $ 452,402     $ 567,637  
    (Increase) decrease in accounts receivable     (658 )     (20,887 )     75,573       295,323  
    Increase in other current assets     (5,595 )     (1,825 )     (749 )     (624 )
    Decrease in accounts payable and accrued expenses     (47,830 )     (73,753 )     (173,942 )     (73,697 )
    Net cash provided by operating activities   $ 98,170     $ 70,765     $ 353,284     $ 788,639  
        Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		  
        2024     2023     2024     2023  
    FREE CASH FLOW (DEFICIT)(2):                        
    Operating cash flow   $ 152,253     $ 167,230     $ 452,402     $ 567,637  
    Less:                        
    Exploration and development capital expenditures     (184,392 )     (311,118 )     (661,635 )     (957,812 )
    Midstream capital expenditures     (30,251 )     —       (46,739 )     —  
    Other capital expenditures     (735 )     (10,563 )     (1,706 )     (22,076 )
    Contributions from midstream partner     19,000       —       36,000       —  
    Free cash deficit from operations   $ (44,125 )   $ (154,451 )   $ (221,678 )   $ (412,251 )
    Acquisitions     (8,800 )     (19,998 )     (87,938 )     (76,646 )
    Proceeds from divestitures     1,214       —       1,214       41,295  
    Free cash deficit after acquisition and divestiture activity   $ (51,711 )   $ (174,449 )   $ (308,402 )   $ (447,602 )

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

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

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

        September 30,
    2024    		     December 31,
    2023    		  
    ASSETS            
    Cash and cash equivalents   $ 13,772     $ 16,669  
    Accounts receivable     155,857       231,430  
    Derivative financial instruments     71,704       126,775  
    Other current assets     58,379       86,619  
    Total current assets     299,712       461,493  
    Property and equipment, net     5,590,448       5,384,771  
    Goodwill     335,897       335,897  
    Operating lease right-of-use assets     82,124       71,462  
    Derivative financial instruments     4,828       —  
        $ 6,313,009     $ 6,253,623  
                 
    LIABILITIES AND STOCKHOLDERS’ EQUITY            
    Accounts payable   $ 358,336     $ 523,260  
    Accrued costs     106,057       134,466  
    Operating leases     35,372       23,765  
    Total current liabilities     499,765       681,491  
    Long-term debt     2,949,181       2,640,391  
    Deferred income taxes     402,870       470,035  
    Derivative financial instruments     20,495       —  
    Long-term operating leases     46,681       47,742  
    Asset retirement obligation     32,016       30,773  
    Total liabilities     3,951,008       3,870,432  
    Stockholders’ Equity:            
    Common stock     146,130       139,214  
    Additional paid-in capital     1,362,393       1,260,930  
    Accumulated earnings     786,748       958,270  
    Total stockholders’ equity attributable to Comstock     2,295,271       2,358,414  
    Noncontrolling interest     66,730       24,777  
    Total stockholders’ equity     2,362,001       2,383,191  
        $ 6,313,009     $ 6,253,623  

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

    Third Quarter Results

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

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

    Financial Review

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

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

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

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

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

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

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

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

    Liquidity and Capital Expenditures

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

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

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

    Review and Outlook 

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

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

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

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

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

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

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

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

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

    Conference Call

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

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

    About NCS Multistage Holdings, Inc.

    NCS Multistage Holdings, Inc. is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies. NCS provides products and services primarily to exploration and production companies for use in onshore and offshore wells, predominantly wells that have been drilled with horizontal laterals in both unconventional and conventional oil and natural gas formations. NCS’s products and services are utilized in oil and natural gas basins throughout North America and in selected international markets, including the North Sea, the Middle East, Argentina and China. NCS’s common stock is traded on the Nasdaq Capital Market under the symbol “NCSM.” Additional information is available on the website, www.ncsmultistage.com.

    Forward Looking Statements

    This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: declines in the level of oil and natural gas exploration and production activity in Canada, the United States and internationally; oil and natural gas price fluctuations; significant competition for our products and services that results in pricing pressures, reduced sales, or reduced market share; inability to successfully implement our strategy of increasing sales of products and services into the U.S. and international markets; loss of significant customers; losses and liabilities from uninsured or underinsured business activities and litigation; our failure to identify and consummate potential acquisitions; the financial health of our customers including their ability to pay for products or services provided; our inability to integrate or realize the expected benefits from acquisitions; our inability to achieve suitable price increases to offset the impacts of cost inflation; loss of any of our key suppliers or significant disruptions negatively impacting our supply chain; risks in attracting and retaining qualified employees and key personnel; risks resulting from the operations of our joint venture arrangement; currency exchange rate fluctuations; impact of severe weather conditions; our inability to accurately predict customer demand, which may result in us holding excess or obsolete inventory; impairment in the carrying value of long-lived assets including goodwill; failure to comply with or changes to federal, state and local and non-U.S. laws and other regulations, including anti-corruption and environmental regulations, guidelines and regulations for the use of explosives; change in trade policy, including the impact of tariffs; our inability to successfully develop and implement new technologies, products and services that align with the needs of our customers, including addressing the shift to more non-traditional energy markets as part of the energy transition; our inability to protect and maintain critical intellectual property assets or losses and liabilities from adverse decisions in intellectual property disputes; loss of, or interruption to, our information and computer systems; system interruptions or failures, including complications with our enterprise resource planning system, cybersecurity breaches, identity theft or other disruptions that could compromise our information; our failure to establish and maintain effective internal control over financial reporting; restrictions on the availability of our customers to obtain water essential to the drilling and hydraulic fracturing processes; changes in legislation or regulation governing the oil and natural gas industry, including restrictions on emissions of greenhouse gases; our inability to meet regulatory requirements for use of certain chemicals by our tracer diagnostics business; the reduction in our ABL Facility borrowing base or our inability to comply with the covenants in our debt agreements; and our inability to obtain sufficient liquidity on reasonable terms, or at all and other factors discussed or referenced in our filings made from time to time with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

    Contact

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

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

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

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

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

    _____________________
    * Preliminary

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

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

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

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

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

    Non-GAAP Financial Measures 

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

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

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

    NET WORKING CAPITAL*

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

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

    _____________________
    *Preliminary

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

    ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN

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

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

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

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

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

    __________________

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

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

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

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

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

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

    ___________________

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

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

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

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

      Three months ended           Three months ended      
      September 30,    June 30,      sequential   September 30,       year-over-year
      2024   2024   change   2023   change
    (In millions, except per share amounts, percentages and backlog)                                    
    Contract drilling revenues $ 948       $ 861       $ 87       $ 713       $ 235  
    Adjusted contract drilling revenues $ 948       $ 861       $ 87       $ 721       $ 227  
    Revenue efficiency (1)   94.5   %       96.9   %               95.4   %        
    Operating and maintenance expense $ 563       $ 534       $ 29       $ 524       $ 39  
    Net loss attributable to controlling interest $ (494 )     $ (123 )     $ (371 )     $ (220 )     $ (274 )
    Diluted loss per share $ (0.58 )     $ (0.15 )     $ (0.43 )     $ (0.28 )     $ (0.30 )
                                         
    Adjusted EBITDA $ 342       $ 284       $ 58       $ 162       $ 180  
    Adjusted EBITDA margin   36.0   %       33.0   %               22.5   %        
    Adjusted net income (loss) $ 64       $ (123 )     $ 187       $ (280 )     $ 344  
    Adjusted diluted earnings (loss) per share $ —       $ (0.15 )     $ 0.15       $ (0.36 )     $ 0.36  
                                         
                                         
    Backlog as of the October 2024 Fleet Status Report $ 9.3   billion                         

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

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

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

    Partially offset by:

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

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

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

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

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

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

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

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

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

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

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

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

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

    About Transocean

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

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

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

    Conference Call Information

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

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

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

    Forward-Looking Statements

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

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

    Notes

    (1) Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations. See the accompanying schedule entitled “Revenue Efficiency.”
    (2) Effective Tax Rate is defined as income tax expense or benefit divided by income or loss before income taxes. See the accompanying schedule entitled “Supplemental Effective Tax Rate Analysis.”

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

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

    TRANSOCEAN LTD. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In millions, except per share data)
    (Unaudited)
      Three months ended   Nine months ended
      September 30,    September 30, 
      2024       2023       2024       2023  
                           
    Contract drilling revenues $ 948     $ 713     $ 2,572     $ 2,091  
                           
    Costs and expenses                      
    Operating and maintenance   563       524       1,620       1,417  
    Depreciation and amortization   190       192       559       560  
    General and administrative   47       44       158       137  
        800       760       2,337       2,114  
                           
    Loss on impairment of assets   (629 )     (5 )     (772 )     (58 )
    Loss on disposal of assets, net   (4 )     (3 )     (10 )     (173 )
    Operating loss   (485 )     (55 )     (547 )     (254 )
                           
    Other income (expense), net                      
    Interest income   11       12       40       42  
    Interest expense, net of amounts capitalized   (80 )     (232 )     (271 )     (649 )
    Gain (loss) on retirement of debt   21       —       161       (32 )
    Other, net   8       12       32       35  
        (40 )     (208 )     (38 )     (604 )
    Loss before income tax benefit   (525 )     (263 )     (585 )     (858 )
    Income tax benefit   (31 )     (43 )     (66 )     (8 )
                           
    Net loss   (494 )     (220 )     (519 )     (850 )
    Net income attributable to noncontrolling interest   —       —       —       —  
    Net loss attributable to controlling interest $ (494 )   $ (220 )   $ (519 )   $ (850 )
                           
    Loss per share                      
    Basic $ (0.56 )   $ (0.28 )   $ (0.62 )   $ (1.13 )
    Diluted $ (0.58 )   $ (0.28 )   $ (0.65 )   $ (1.13 )
                           
    Weighted-average shares outstanding                      
    Basic   879       774       840       755  
    Diluted   954       774       915       755  
    TRANSOCEAN LTD. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In millions, except share data)
    (Unaudited)
      September 30,    December 31,
      2024       2023  
    Assets          
    Cash and cash equivalents $ 435     $ 762  
    Accounts receivable, net of allowance of $2 at September 30, 2024 and December 31, 2023   594       512  
    Materials and supplies, net of allowance of $176 and $198 at September 30, 2024 and December 31, 2023, respectively   425       426  
    Assets held for sale   345       49  
    Restricted cash and cash equivalents   365       233  
    Other current assets   179       144  
    Total current assets   2,343       2,126  
               
    Property and equipment   22,412       23,875  
    Less accumulated depreciation   (6,424 )     (6,934 )
    Property and equipment, net   15,988       16,941  
    Contract intangible assets   —       4  
    Deferred tax assets, net   165       44  
    Other assets   1,014       1,139  
    Total assets $ 19,510     $ 20,254  
               
    Liabilities and equity          
    Accounts payable $ 255     $ 323  
    Accrued income taxes   13       23  
    Debt due within one year   457       370  
    Other current liabilities   706       681  
    Total current liabilities   1,431       1,397  
               
    Long-term debt   6,503       7,043  
    Deferred tax liabilities, net   570       540  
    Other long-term liabilities   778       858  
    Total long-term liabilities   7,851       8,441  
               
    Commitments and contingencies          
               
    Shares, $0.10 par value, 1,057,879,029 authorized, 141,262,093 conditionally authorized, 940,828,901 issued          
    and 875,803,595 outstanding at September 30, 2024, and CHF 0.10 par value, 1,021,294,549 authorized,          
    142,362,093 conditionally authorized, 843,715,858 issued and 809,030,846 outstanding at December 31, 2023   87       81  
    Additional paid-in capital   14,871       14,544  
    Accumulated deficit   (4,552 )     (4,033 )
    Accumulated other comprehensive loss   (179 )     (177 )
    Total controlling interest shareholders’ equity   10,227       10,415  
    Noncontrolling interest   1       1  
    Total equity   10,228       10,416  
    Total liabilities and equity $ 19,510     $ 20,254  
    TRANSOCEAN LTD. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In millions)
    (Unaudited)
      Nine months ended
      September 30, 
      2024        2023  
    Cash flows from operating activities          
    Net loss $ (519 )   $ (850 )
    Adjustments to reconcile to net cash provided by operating activities:          
    Amortization of contract intangible asset   4       45  
    Depreciation and amortization   559       560  
    Share-based compensation expense   38       30  
    Loss on impairment of assets   772       58  
    Loss on impairment of investment in unconsolidated affiliate   5       —  
    Loss on disposal of assets, net   10       173  
    Fair value adjustment to bifurcated compound exchange feature   (153 )     272  
    Amortization of debt-related balances, net   39       38  
    (Gain) loss on retirement of debt   (161 )     32  
    Deferred income tax expense (benefit)   (91 )     1  
    Other, net   (6 )     21  
    Changes in deferred revenues, net   98       40  
    Changes in deferred costs, net   (26 )     (125 )
    Changes in other operating assets and liabilities, net   (328 )     (229 )
    Net cash provided by operating activities   241       66  
               
    Cash flows from investing activities          
    Capital expenditures   (225 )     (207 )
    Investment in loans to unconsolidated affiliates   (3 )     (3 )
    Investment in equity of unconsolidated affiliate   —       (10 )
    Proceeds from disposal of assets, net of costs to sell   99       10  
    Cash acquired in acquisition of unconsolidated affiliates   5       7  
    Net cash used in investing activities   (124 )     (203 )
               
    Cash flows from financing activities          
    Repayments of debt   (2,073 )     (1,707 )
    Proceeds from issuance of debt, net of issue costs   1,767       1,664  
    Other, net   (6 )     (3 )
    Net cash used in financing activities   (312 )     (46 )
               
    Net decrease in unrestricted and restricted cash and cash equivalents   (195 )     (183 )
    Unrestricted and restricted cash and cash equivalents, beginning of period   995       991  
    Unrestricted and restricted cash and cash equivalents, end of period $ 800     $ 808  
    TRANSOCEAN LTD. AND SUBSIDIARIES
    FLEET OPERATING STATISTICS
                     
                     
      Three months ended
      September 30,    June 30,   September 30, 
    Contract Drilling Revenues (in millions) 2024    2024    2023
    Ultra-deepwater floaters $ 668   $ 606   $ 516
    Harsh environment floaters   280     255     197
    Total contract drilling revenues $ 948   $ 861   $ 713
      Three months ended
      September 30,    June 30,   September 30, 
    Average Daily Revenue (1) 2024    2024    2023
    Ultra-deepwater floaters $ 426,700   $ 433,900   $ 406,500
    Harsh environment floaters   464,900     449,600     357,400
    Total fleet average daily revenue $ 436,800   $ 438,300   $ 391,300
      Three months ended
      September 30,     June 30,    September 30, 
    Utilization (2) 2024   2024   2023
    Ultra-deepwater floaters 60.7 %   53.5 %   45.0 %
    Harsh environment floaters 75.0 %   73.0 %   63.0 %
    Total fleet average rig utilization 63.9 %   57.8 %   49.4 %
      Three months ended
      September 30,    June 30,   September 30, 
    Revenue Efficiency (3) 2024    2024    2023
    Ultra-deepwater floaters 92.5 %   96.5 %   94.3 %
    Harsh environment floaters 100.1 %   98.1 %   98.1 %
    Total fleet average revenue efficiency 94.5 %   96.9 %   95.4 %
                     
                     
    (1) Average daily revenue is defined as operating revenues, excluding revenues for contract terminations, reimbursements and contract intangible amortization, earned per operating day. An operating day is defined as a day for which a rig is contracted to earn a dayrate during the firm contract period after operations commence.
                     
    (2) Rig utilization is defined as the total number of operating days divided by the total number of rig calendar days in the measurement period, expressed as a percentage.
                     
    (3) Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations.
    TRANSOCEAN LTD. AND SUBSIDIARIES
    NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
    ADJUSTED NET INCOME (LOSS) AND ADJUSTED DILUTED EARNINGS (LOSS) PER SHARE
    (in millions, except per share data)
                                 
                                 
      YTD   QTD   YTD   QTD   YTD
      09/30/24   09/30/24   06/30/24   06/30/24    03/31/24
    Adjusted Net Income (Loss)                            
    Net income (loss) attributable to controlling interest, as reported $ (519 )   $ (494 )   $ (25 )   $ (123 )   $ 98  
    Loss on impairment of assets, net of tax   755       617       138       138       —  
    Loss on impairment of investment in unconsolidated affiliates   5       —       5       4       1  
    Gain on retirement of debt   (161 )     (21 )     (140 )     (140 )     —  
    Discrete tax items   (161 )     (38 )     (123 )     (2 )     (121 )
    Net income (loss), as adjusted $ (81 )   $ 64     $ (145 )   $ (123 )   $ (22 )
                                 
    Adjusted Diluted Earnings (Loss) Per Share:                            
    Diluted earnings (loss) per share, as reported $ (0.65 )   $ (0.58 )   $ (0.03 )   $ (0.15 )   $ 0.11  
    Loss on impairment of assets, net of tax   0.82       0.64       0.17       0.17       —  
    Loss on impairment of investment in unconsolidated affiliates   0.01       —       —       —       —  
    Gain on retirement of debt   (0.18 )     (0.02 )     (0.17 )     (0.17 )     —  
    Discrete tax items   (0.18 )     (0.04 )     (0.15 )     —       (0.14 )
    Diluted earnings (loss) per share, as adjusted $ (0.18 )   $ —     $ (0.18 )   $ (0.15 )   $ (0.03 )
      YTD   QTD   YTD   QTD   YTD   QTD   YTD
      12/31/23     12/31/23    09/30/23     09/30/23    06/30/23    06/30/23    03/31/23
    Adjusted Net Loss                                        
    Net loss attributable to controlling interest, as reported $ (954 )   $ (104 )   $ (850 )   $ (220 )   $ (630 )   $ (165 )   $ (465 )
    Loss on impairment of assets   57       (1 )     58       5       53       53       —  
    Loss on disposal of assets, net   169       —       169       —       169       —       169  
    Loss on impairment of investment in unconsolidated affiliate   5       5       —       —       —       —       —  
    Loss on conversion of debt to equity   27       24       3       —       3       3       —  
    (Gain) loss on retirement of debt   31       (1 )     32       —       32       —       32  
    Discrete tax items   (74 )     3       (77 )     (65 )     (12 )     (1 )     (11 )
    Net loss, as adjusted $ (739 )   $ (74 )   $ (665 )   $ (280 )   $ (385 )   $ (110 )   $ (275 )
                                             
    Adjusted Diluted Loss Per Share:                                        
    Diluted loss per share, as reported $ (1.24 )   $ (0.13 )   $ (1.13 )   $ (0.28 )   $ (0.85 )   $ (0.22 )   $ (0.64 )
    Loss on impairment of assets   0.07       —       0.08       0.01       0.07       0.07       —  
    Loss on disposal of assets, net   0.22       —       0.23       —       0.23       —       0.23  
    Loss on impairment of investment in unconsolidated affiliate   0.01       0.01       —       —       —       —       —  
    Loss on conversion of debt to equity   0.04       0.03       —       —       —       —       —  
    (Gain) loss on retirement of debt   0.04       —       0.04       —       0.04       —       0.04  
    Discrete tax items   (0.10 )     —       (0.10 )     (0.09 )     (0.01 )     —       (0.01 )
    Diluted loss per share, as adjusted $ (0.96 )   $ (0.09 )   $ (0.88 )   $ (0.36 )   $ (0.52 )   $ (0.15 )   $ (0.38 )
    TRANSOCEAN LTD. AND SUBSIDIARIES  
    NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS  
    ADJUSTED CONTRACT DRILLING REVENUES  
    EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION AND RELATED MARGINS  
    (in millions, except percentages)  
                                   
                                   
      YTD   QTD   YTD   QTD   YTD  
      09/30/24   09/30/24   06/30/24   06/30/24   03/31/24  
                                   
    Contract drilling revenues $ 2,572     $ 948     $ 1,624     $ 861     $ 763    
    Contract intangible asset amortization   4       —       4       —       4    
    Adjusted Contract Drilling Revenues $ 2,576     $ 948     $ 1,628     $ 861     $ 767    
                                   
    Net income (loss) $ (519 )   $ (494 )   $ (25 )   $ (123 )   $ 98    
    Interest expense, net of interest income   231       69       162       60       102    
    Income tax expense (benefit)   (66 )     (31 )     (35 )     156       (191 )  
    Depreciation and amortization   559       190       369       184       185    
    Contract intangible asset amortization   4       —       4       —       4    
    EBITDA   209       (266 )     475       277       198    
                                   
    Loss on impairment of assets   772       629       143       143       —    
    Loss on impairment of investment in unconsolidated affiliates   5       —       5       4       1    
    Gain on retirement of debt   (161 )     (21 )     (140 )     (140 )     —    
    Adjusted EBITDA $ 825     $ 342     $ 483     $ 284     $ 199    
                                   
                                   
    Profit (loss) margin   (20.2 ) %   (52.0 ) %   (1.5 ) %   (14.3 ) %   12.9   %
    EBITDA margin   8.1   %   (28.1 ) %   29.2   %   32.2   %   25.8   %
    Adjusted EBITDA margin   32.0   %   36.0   %   29.7   %   33.0   %   26.0   %
      YTD   QTD   YTD   QTD   YTD   QTD   YTD  
      12/31/23    12/31/23    09/30/23    09/30/23    06/30/23    06/30/23    03/31/23  
                                               
    Contract drilling revenues $ 2,832     $ 741     $ 2,091     $ 713     $ 1,378     $ 729     $ 649    
    Contract intangible asset amortization   52       7       45       8       37       19       18    
    Adjusted Contract Drilling Revenues $ 2,884     $ 748     $ 2,136     $ 721     $ 1,415     $ 748     $ 667    
                                               
    Net loss $ (954 )   $ (104 )   $ (850 )   $ (220 )   $ (630 )   $ (165 )   $ (465 )  
    Interest expense, net of interest income   594       (13 )     607       220       387       157       230    
    Income tax expense (benefit)   13       21       (8 )     (43 )     35       (16 )     51    
    Depreciation and amortization   744       184       560       192       368       186       182    
    Contract intangible asset amortization   52       7       45       8       37       19       18    
    EBITDA   449       95       354       157       197       181       16    
                                               
    Loss on impairment of assets   57       (1 )     58       5       53       53       —    
    Loss on disposal of assets, net   169       —       169       —       169       —       169    
    Loss on impairment of investment in unconsolidated affiliate   5       5       —       —       —       —       —    
    Loss on conversion of debt to equity   27       24       3       —       3       3       —    
    (Gain) loss on retirement of debt   31       (1 )     32       —       32       —       32    
    Adjusted EBITDA $ 738     $ 122     $ 616     $ 162     $ 454     $ 237     $ 217    
                                               
                                               
    Loss margin   (33.7 ) %   (14.0 ) %   (40.7 ) %   (30.9 ) %   (45.7 ) %   (22.6 ) %   (71.6 ) %
    EBITDA margin   15.6   %   12.7   %   16.6   %   21.8   %   13.9   %   24.2   %   2.4   %
    Adjusted EBITDA margin   25.6   %   16.3   %   28.9   %   22.5   %   32.1   %   31.7   %   32.5   %
    TRANSOCEAN LTD. AND SUBSIDIARIES  
    SUPPLEMENTAL EFFECTIVE TAX RATE ANALYSIS  
    (in millions, except tax rates)  
                                   
                                   
      Three months ended   Nine months ended  
      September 30,       June 30,      September 30,    September 30,    September 30,   
      2024        2024        2023        2024        2023    
                                   
    Income (loss) before income taxes $ (525 )   $ 33     $ (263 )   $ (585 )   $ (858 )  
    Loss on impairment of assets   629       143       5       772       58    
    Loss on disposal of assets, net   —       —       —       —       169    
    Loss on impairment of investment in unconsolidated affiliates   —       4       —       5       —    
    Loss on conversion of debt to equity   —       —       —       —       3    
    (Gain) loss on retirement of debt   (21 )     (140 )     —       (161 )     32    
    Adjusted income (loss) before income taxes $ 83     $ 40     $ (258 )   $ 31     $ (596 )  
                                   
                                   
    Income tax expense (benefit) $ (31 )   $ 156     $ (43 )   $ (66 )   $ (8 )  
    Loss on impairment of assets   12       5       —       17       —    
    Loss on disposal of assets, net   —       —       —       —       —    
    Loss on impairment of investment in unconsolidated affiliates   —       —       —       —       —    
    Loss on conversion of debt to equity   —       —       —       —       —    
    (Gain) loss on retirement of debt   —       —       —       —       —    
    Changes in estimates (1)   38       2       65       161       77    
    Adjusted income tax expense (benefit) (2) $ 19     $ 163     $ 22     $ 112     $ 69    
                                   
    Effective Tax Rate (3)   6.0   %   474.5   %   16.3   %    11.3   %   0.9   %
                                   
    Effective Tax Rate, excluding discrete items (4)   22.5   %   416.3   %   (8.7 ) %   364.0   %   (11.7 ) %
                                   
                                   
    (1) Our estimates change as we file tax returns, settle disputes with tax authorities, or become aware of changes in laws and other events that have an effect on our (a) deferred taxes, (b) valuation allowances on deferred taxes and (c) other tax liabilities.  
                                   
    (2) The three months ended September 30, 2024 included $283 million of additional tax benefit, reflecting the cumulative effect of a decrease in the annual effective tax rate from the previous quarter estimate.  
                                   
    (3) Our effective tax rate is calculated as income tax expense or benefit divided by income or loss before income taxes.  
                                   
    (4) Our effective tax rate, excluding discrete items, is calculated as income tax expense or benefit, excluding various discrete items (such as changes in estimates and tax on items excluded from income before income taxes), divided by income or loss before income taxes, excluding gains and losses on sales and similar items pursuant to the accounting standards for income taxes related to estimating the annual effective tax rate.  
    Transocean Ltd. and subsidiaries
    Non-GAAP Financial Measures and Reconciliations
    Free Cash Flow and Levered Free Cash Flow
    (in millions)
                                             
                                             
                  YTD   QTD   YTD   QTD   YTD
                  09/30/24   09/30/24   06/30/24   06/30/24   03/31/24
                                             
    Cash provided by (used in) operating activities             $ 241     $ 194     $ 47     $ 133     $ (86 )
    Capital expenditures               (225 )     (58 )     (167 )     (84 )     (83 )
    Free Cash Flow               16       136       (120 )     49       (169 )
    Debt repayments               (2,073 )     (258 )     (1,815 )     (1,664 )     (151 )
    Debt repayments, paid from debt proceeds               1,748       99       1,649       1,649       –  
    Levered Free Cash Flow             $ (309 )   $ (23 )   $ (286 )   $ 34     $ (320 )
                                             
                                             
                                             
      YTD   QTD   YTD   QTD   YTD   QTD   YTD
      12/31/23   12/31/23   09/30/23   09/30/23   06/30/23   06/30/23   03/31/23
                                             
    Cash provided by (used in) operating activities $ 164     $ 98     $ 66     $ (44 )   $ 110     $ 157     $ (47 )
    Capital expenditures   (427 )     (220 )     (207 )     (50 )     (157 )     (76 )     (81 )
    Free Cash Flow   (263 )     (122 )     (141 )     (94 )     (47 )     81       (128 )
    Debt repayments   (1,717 )     (10 )     (1,707 )     (139 )     (1,568 )     (4 )     (1,564 )
    Debt repayments, paid from debt proceeds   1,156       –       1,156       –       1,156       –       1,156  
    Levered Free Cash Flow $ (824 )   $ (132 )   $ (692 )   $ (233 )   $ (459 )   $ 77     $ (536 )
                                             
                                             
                                             
      YTD   QTD   YTD   QTD   YTD   QTD   YTD
      12/31/22   12/31/22   09/30/22   09/30/22   06/30/22   06/30/22   03/31/22
                                             
    Cash provided by (used in) operating activities $ 448     $ 178     $ 270     $ 230     $ 40     $ 41     $ (1 )
    Capital expenditures   (717 )     (409 )     (308 )     (87 )     (221 )     (115 )     (106 )
    Free Cash Flow   (269 )     (231 )     (38 )     143       (181 )     (74 )     (107 )
    Debt repayments   (554 )     (101 )     (453 )     (196 )     (257 )     (92 )     (165 )
    Debt repayments, paid from debt proceeds   –       –       –       –       –       –       –  
    Levered Free Cash Flow $ (823 )   $ (332 )   $ (491 )   $ (53 )   $ (438 )   $ (166 )   $ (272 )

    The MIL Network –

  • MIL-OSI: Altair Announces Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

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

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

    Third Quarter 2024 Financial Results

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

    Conference Call Information

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

    Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

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

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

    About Altair

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

    Important Information and Where to Find It

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

    Participants in Solicitation

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

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

    No Offer or Solicitation

    This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

    Forward-Looking Statements

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

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

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

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

    ALTAIR ENGINEERING INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS    		  
       
      September 30, 2024     December 31, 2023    
    (In thousands) (Unaudited)            
    ASSETS                
    CURRENT ASSETS:                
    Cash and cash equivalents $ 513,371     $ 467,459    
    Accounts receivable, net   121,345       190,461    
    Income tax receivable   20,794       16,650    
    Prepaid expenses and other current assets   31,489       26,053    
      Total current assets   686,999       700,623    
    Property and equipment, net   40,908       39,803    
    Operating lease right of use assets   31,856       30,759    
    Goodwill   476,209       458,125    
    Other intangible assets, net   84,904       83,550    
    Deferred tax assets   9,661       9,955    
    Other long-term assets   47,331       40,678    
    TOTAL ASSETS $ 1,377,868     $ 1,363,493    
    LIABILITIES AND STOCKHOLDERS’ EQUITY                
    CURRENT LIABILITIES:                
    Accounts payable $ 3,607     $ 8,995    
    Accrued compensation and benefits   43,497       45,081    
    Current portion of operating lease liabilities   8,212       8,825    
    Other accrued expenses and current liabilities   40,267       48,398    
    Deferred revenue   114,525       131,356    
    Current portion of convertible senior notes, net   —       81,455    
      Total current liabilities   210,108       324,110    
    Convertible senior notes, net   226,812       225,929    
    Operating lease liabilities, net of current portion   24,484       22,625    
    Deferred revenue, non-current   26,310       32,347    
    Other long-term liabilities   53,254       47,151    
    TOTAL LIABILITIES   540,968       652,162    
    Commitments and contingencies                
    STOCKHOLDERS’ EQUITY:                
    Preferred stock ($0.0001 par value), authorized 45,000 shares, none issued and outstanding   —       —    
    Common stock ($0.0001 par value)                
    Class A common stock, authorized 513,797 shares, issued and outstanding 59,518
      and 55,240 shares as of September 30, 2024, and December 31, 2023, respectively    		   5       5    
    Class B common stock, authorized 41,203 shares, issued and outstanding 25,432
      and 26,814 shares as of September 30, 2024, and December 31, 2023, respectively    		   3       3    
    Additional paid-in capital   971,835       864,135    
    Accumulated deficit   (117,324 )     (130,503 )  
    Accumulated other comprehensive loss   (17,619 )     (22,309 )  
    TOTAL STOCKHOLDERS’ EQUITY   836,900       711,331    
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,377,868     $ 1,363,493    
       
    ALTAIR ENGINEERING INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)    		  
       
      Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		    
    (in thousands, except per share data) 2024     2023     2024     2023    
    Revenue                                
    License $ 92,939     $ 79,825     $ 303,345     $ 279,972    
    Maintenance and other services   45,733       39,252       129,179       114,069    
    Total software   138,672       119,077       432,524       394,041    
    Engineering services and other   12,778       14,926       40,633       47,157    
    Total revenue   151,450       134,003       473,157       441,198    
    Cost of revenue                                
    License   2,795       3,083       10,437       11,888    
    Maintenance and other services   16,045       13,689       46,410       41,754    
    Total software *   18,840       16,772       56,847       53,642    
    Engineering services and other   11,175       12,314       34,577       38,976    
    Total cost of revenue   30,015       29,086       91,424       92,618    
    Gross profit   121,435       104,917       381,733       348,580    
    Operating expenses:                                
    Research and development *   56,111       51,598       164,014       160,126    
    Sales and marketing *   45,559       44,069       136,468       132,543    
    General and administrative *   17,500       17,218       54,555       53,791    
    Amortization of intangible assets   9,246       7,704       24,313       23,143    
    Other operating (income) expense, net   (2,669 )     (4,408 )     (4,337 )     1,324    
    Total operating expenses   125,747       116,181       375,013       370,927    
    Operating (loss) income   (4,312 )     (11,264 )     6,720       (22,347 )  
    Interest expense   1,317       1,529       4,497       4,583    
    Other income, net   (10,758 )     (1,890 )     (20,465 )     (9,698 )  
    Income (loss) before income taxes   5,129       (10,903 )     22,688       (17,232 )  
    Income tax expense (benefit)   3,350       (6,541 )     9,509       11,369    
    Net income (loss) $ 1,779     $ (4,362 )   $ 13,179     $ (28,601 )  
    Earnings (loss) per share, basic                                
    Earnings (loss) per share $ 0.02     $ (0.05 )   $ 0.16     $ (0.36 )  
    Weighted average shares   84,835       80,431       83,680       80,204    
    Earnings (loss) per share, diluted                                
    Earnings (loss) per share $ 0.02     $ (0.05 )   $ 0.15     $ (0.36 )  
    Weighted average shares   88,425       80,431       87,854       80,204    
       

    *        Amounts include stock-based compensation expense as follows (in thousands):

      (Unaudited)    
      Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		    
    (in thousands) 2024     2023     2024     2023    
    Cost of revenue – software $ 2,131     $ 2,468     $ 6,230     $ 7,792    
    Research and development   6,378       7,824       19,356       26,510    
    Sales and marketing   5,176       6,933       14,675       22,105    
    General and administrative   3,671       3,301       10,449       10,016    
    Total stock-based compensation expense $ 17,356     $ 20,526     $ 50,710     $ 66,423    
       
    ALTAIR ENGINEERING INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOW
    (Unaudited)    		  
       
      Nine Months Ended
    September 30,    		    
    (In thousands) 2024     2023    
    OPERATING ACTIVITIES:                
    Net income (loss) $ 13,179     $ (28,601 )  
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:                
     Depreciation and amortization   31,120       29,271    
     Stock-based compensation expense   50,710       66,423    
     Deferred income taxes   (114 )     2,178    
     Loss on mark-to-market adjustment of contingent consideration   189       4,494    
     Other, net   1,520       1,385    
    Changes in assets and liabilities:                
     Accounts receivable, net   72,916       47,226    
     Prepaid expenses and other current assets   (7,895 )     959    
     Other long-term assets   408       (1,491 )  
     Accounts payable   (5,416 )     (5,494 )  
     Accrued compensation and benefits   (1,977 )     (2,726 )  
     Other accrued expenses and current liabilities   (12,261 )     (4,526 )  
     Deferred revenue   (25,825 )     (3,442 )  
          Net cash provided by operating activities   116,554       105,656    
    INVESTING ACTIVITIES:                
    Payments for acquisition of businesses, net of cash acquired   (25,575 )     (3,235 )  
    Capital expenditures   (9,739 )     (7,882 )  
    Other investing activities, net   (5,036 )     (2,452 )  
          Net cash used in investing activities   (40,350 )     (13,569 )  
    FINANCING ACTIVITIES:                
    Settlement of convertible senior notes   (81,729 )     —    
    Proceeds from the exercise of common stock options   43,721       25,526    
    Proceeds from employee stock purchase plan contributions   7,112       5,772    
    Payments for repurchase and retirement of common stock   —       (6,255 )  
    Other financing activities   —       (73 )  
          Net cash (used in) provided by financing activities   (30,896 )     24,970    
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   554       (2,599 )  
    Net increase in cash, cash equivalents and restricted cash   45,862       114,458    
    Cash, cash equivalents and restricted cash at beginning of year   467,576       316,958    
    Cash, cash equivalents and restricted cash at end of period $ 513,438     $ 431,416    
       

    Change in Presentation of Revenue and Cost of Revenue

    Effective in the first quarter of 2024, the Company changed the presentation of revenue and cost of revenue in its Consolidated Statements of Operations to combine the financial statement line items (“FSLIs”) labeled “Software related services”, “Client engineering services” and “Other” into one FSLI labeled “Engineering services and other”. The change in presentation has been applied retrospectively and does not affect the software revenue, total revenue, software cost of revenue or total cost of revenue amounts previously reported or have any effect on segment reporting.

    Financial Results

    The following table provides a reconciliation of Non-GAAP net income and Non-GAAP net income per share – diluted, to net income (loss) and net income (loss) per share – diluted, the most comparable GAAP financial measures:

        (Unaudited)    
        Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		    
    (in thousands, except per share amounts) 2024     2023     2024     2023    
    Net income (loss) $ 1,779     $ (4,362 )   $ 13,179     $ (28,601 )  
    Stock-based compensation expense   17,356       20,526       50,710       66,423    
    Amortization of intangible assets   9,246       7,704       24,313       23,143    
    Non-cash interest expense   310       469       1,204       1,399    
    Impact of non-GAAP tax rate (1)   (3,721 )     (10,997 )     (14,564 )     (8,897 )  
    Special adjustments and other (2)   (3,756 )     (658 )     (2,622 )     4,212    
      Non-GAAP net income $ 21,214     $ 12,682     $ 72,220     $ 57,679    
                                       
    Net income (loss) per share, diluted $ 0.02     $ (0.05 )   $ 0.15     $ (0.36 )  
    Non-GAAP net income per share, diluted $ 0.24     $ 0.15     $ 0.82     $ 0.68    
                                       
    GAAP diluted shares outstanding   88,425       80,431       87,854       80,204    
    Non-GAAP diluted shares outstanding   88,425       85,347       87,854       84,857    
                                       
    (1) For the three and nine months ended September 30, 2024, the Company used a non-GAAP effective tax rate of 25%. For the three and nine months ended September 30, 2023, the Company used a non-GAAP effective tax rate of 26%.  
    (2) The three months ended September 30, 2024, includes $3.8 million of currency gains on acquisition-related intercompany loans. The three months ended September 30, 2023, includes a $3.5 million gain from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $2.8 million of currency losses on acquisition-related intercompany loans. The nine months ended September 30, 2024, includes $2.8 million of currency gains on acquisition-related intercompany loans, and a $0.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The nine months ended September 30, 2023, includes a $4.5 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $0.3 million of currency gains on acquisition-related intercompany loans.  
         

    The following table provides a reconciliation of Adjusted EBITDA to net income (loss), the most comparable GAAP financial measure:

        (Unaudited)    
        Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		    
    (in thousands) 2024     2023     2024     2023    
    Net income (loss) $ 1,779     $ (4,362 )   $ 13,179     $ (28,601 )  
    Income tax (benefit) expense   3,350       (6,541 )     9,509       11,369    
    Stock-based compensation expense   17,356       20,526       50,710       66,423    
    Interest expense   1,317       1,529       4,497       4,583    
    Depreciation and amortization   11,563       9,783       31,120       29,271    
    Special adjustments, interest income and other (1)   (9,660 )     (5,481 )     (20,144 )     (7,480 )  
      Adjusted EBITDA $ 25,705     $ 15,454     $ 88,871     $ 75,565    
         
    (1) The three months ended September 30, 2024, includes $5.9 million of interest income and $3.8 million of currency gains on acquisition-related intercompany loans. The three months ended September 30, 2023, includes $4.8 million of interest income, a $3.5 million gain from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $2.8 million currency losses on acquisition-related intercompany loans. The nine months ended September 30, 2024, includes $17.5 million of interest income, $2.8 million of currency gains on acquisition-related intercompany loans, and a $0.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The nine months ended September 30, 2023, includes $11.7 million of interest income, a $4.5 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $0.3 million currency gains on acquisition-related intercompany loans.  
         

    The following table provides a reconciliation of Free Cash Flow to net cash provided by operating activities, the most comparable GAAP financial measure:

      (Unaudited)    
      Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		    
    (in thousands) 2024     2023     2024     2023    
    Net cash provided by operating activities $ 14,547     $ 16,427     $ 116,554     $ 105,656    
    Capital expenditures   (4,735 )     (1,698 )     (9,739 )     (7,882 )  
    Free cash flow $ 9,812     $ 14,729     $ 106,815     $ 97,774    
       

    The following table provides a reconciliation of Non-GAAP gross profit to gross profit, the most comparable GAAP financial measure, and a comparison of Non-GAAP gross margin (Non-GAAP gross profit as a percentage of total revenue) to gross margin (gross profit as a percentage of total revenue), the most comparable GAAP financial measure:

      (Unaudited)    
      Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		    
    (in thousands) 2024     2023     2024     2023    
    Gross profit $ 121,435     $ 104,917     $ 381,733     $ 348,580    
    Stock-based compensation expense   2,131       2,468       6,230       7,792    
    Non-GAAP gross profit $ 123,566     $ 107,385     $ 387,963     $ 356,372    
                                     
    Gross profit margin   80.2 %     78.3 %     80.7 %     79.0 %  
    Non-GAAP gross margin   81.6 %     80.1 %     82.0 %     80.8 %  
       

    The following table provides a reconciliation of Non-GAAP operating expense to Total operating expense, the most comparable GAAP financial measure:

      (Unaudited)    
      Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		    
    (in thousands) 2024     2023     2024     2023    
    Total operating expense $ 125,747     $ 116,181     $ 375,013     $ 370,927    
    Stock-based compensation expense   (15,225 )     (18,058 )     (44,480 )     (58,631 )  
    Amortization   (9,246 )     (7,704 )     (24,313 )     (23,143 )  
    Loss on mark-to-market adjustment of
         contingent consideration    		   —       3,493       (189 )     (4,494 )  
    Non-GAAP operating expense $ 101,276     $ 93,912     $ 306,031     $ 284,659    
       

    The following table provides the calculation of non-GAAP diluted common shares and non-GAAP net income per share, diluted:

        Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		    
        2024     2023     2024     2023    
    Numerator:                                
      Non-GAAP net income $ 21,214     $ 12,682     $ 72,220     $ 57,679    
      Interest expense related to convertible notes, net of tax (1)   —       —       —       —    
      Numerator for non-GAAP diluted income per share $ 21,214     $ 12,682     $ 72,220     $ 57,679    
    Denominator:                                
      Weighted average shares outstanding, basic   84,835       80,431       83,680       80,204    
      Effect of dilutive shares   3,590       4,916       4,174       4,653    
      Non-GAAP diluted shares outstanding   88,425       85,347       87,854       84,857    
    Non-GAAP net income per share, diluted $ 0.24     $ 0.15     $ 0.82     $ 0.68    
                                       
    (1) Interest expense related to the convertible notes has been excluded from the numerator for non-GAAP diluted earnings per share because its effect would have been anti-dilutive.                 
       

    The following table provides a reconciliation of Billings to revenue, the most comparable GAAP financial measure:

      (Unaudited)    
      Three Months Ended
    September 30,    		     Nine Months Ended
    September 30,    		    
    (in thousands) 2024     2023     2024     2023    
    Revenue $ 151,450     $ 134,003     $ 473,157     $ 441,198    
    Ending deferred revenue   140,835       138,933       140,835       138,933    
    Beginning deferred revenue   (152,184 )     (148,547 )     (163,703 )     (144,460 )  
    Deferred revenue acquired   (253 )     —       (1,825 )     —    
    Billings $ 139,848     $ 124,389     $ 448,464     $ 435,671    
       

    The following table provides Software revenue, Total revenue, Billings and Adjusted EBITDA on a constant currency basis:

      (Unaudited)    
      Three Months Ended
    September 30, 2024    		     Three Months Ended
    September 30, 2023    		     Increase/
    (Decrease) %    		    
    (in thousands) As reported     Currency
    changes    		     As adjusted for
    constant
    currency    		     As reported     As reported     As adjusted for
    constant
    currency    		    
    Software revenue $ 138.7     $ (0.3 )   $ 138.4     $ 119.1       16.5 %     16.2 %  
    Total revenue $ 151.5     $ (0.4 )   $ 151.1     $ 134.0       13.0 %     12.8 %  
    Billings $ 139.8     $ (0.1 )   $ 139.7     $ 124.4       12.4 %     12.3 %  
    Adjusted EBITDA $ 25.7     $ (0.1 )   $ 25.6     $ 15.5       66.3 %     65.5 %  
       
     
      Nine Months Ended
    September 30, 2024    		     Nine Months Ended
    September 30, 2023    		     Increase/
    (Decrease) %    		    
    (in thousands) As reported     Currency
    changes    		     As adjusted for
    constant
    currency    		     As reported     As reported     As adjusted for
    constant
    currency    		    
    Software revenue $ 432.5     $ 4.4     $ 436.9     $ 394.0       9.8 %     10.9 %  
    Total revenue $ 473.2     $ 4.6     $ 477.8     $ 441.2       7.2 %     8.3 %  
    Billings $ 448.5     $ 4.5     $ 453.0     $ 435.7       2.9 %     4.0 %  
    Adjusted EBITDA $ 88.9     $ 3.3     $ 92.2     $ 75.6       17.6 %     22.0 %  

    The MIL Network –

  • MIL-OSI Security: Former Officer Pleads Guilty to Embezzling More than $30,000 from DC Department of Corrections Union

    Source: Office of United States Attorneys

               WASHINGTON – Andra Parker, 65, of Capitol Heights, Maryland, pleaded guilty today to wire fraud for embezzling tens of thousands of dollars from a D.C. Department of Corrections Labor Union.

               The guilty plea was announced by U.S. Attorney Matthew M. Graves, FBI Acting Special Agent in Charge David Geist of the Washington Field Office Criminal and Cyber Division, and Special Agent in Charge Troy W. Springer of the National Capital Region, U.S. Department of Labor – Office of Inspector General (DOL-OIG).

               Parker, a former D.C. Corrections officer, served as Chairman of the Labor Committee, an organization that represents all members of the D.C. Department of Corrections, from June 2018 through approximately April 2019. As Chairman, Parker had full access to the Labor Committee’s bank accounts to carry out his official duties and was issued a debit card.

               As part of his guilty plea, Parker admitted that he misappropriated more than $30,000 of union funds to pay for unofficial travel, lodging, and entertainment for him and his friends. For example, he spent more than $7,000 on a trip to New York city for his friends and him, including $4,000 on rooms and expenses at a Times Square hotel, more than $370 on tickets to a New York Knicks game, and an additional $616 on tickets to Summer: The Donna Summer Musical. He also spent more than $2,000 in union funds to purchase four tickets to a Diana Ross concert in North Bethesda, Maryland.

               The Honorable Rudolph Contreras, who accepted Parker’s guilty plea, scheduled sentencing for March 6, 2025. 

               This case was investigated by the FBI’s Washington Field Office and the DOL-OIG. Assistance was also provided by the DOL – Office of Labor-Management Standards.

               This case is being prosecuted by Assistant U.S. Attorneys Joshua Gold and Kondi Kleinman of the Fraud, Public Corruption, and Civil Rights Section, with assistance from Paralegal Specialist Sonalika Chaturvedi.

    23cr0186

    MIL Security OSI –

  • MIL-OSI Security: Independence Man Sentenced for Child Pornography

    Source: Office of United States Attorneys

    KANSAS CITY, Mo. – An Independence, Mo., man was sentenced in federal court today after being identified in two separate federal investigations sharing videos and images of child pornography online.

    Joseph L. Schutz, 39, was sentenced by U.S. District Judge Howard F. Sachs to 13 years and four months in federal prison without parole. The court also sentenced Schutz to 10 years of supervised release following incarceration. Schutz will be required to register as a sex offender upon his release from prison and will be subject to federal and state sex offender registration requirements, which may apply throughout his life.

    On Oct. 24, 2023, Schutz pleaded guilty to one count of distributing child pornography over the internet and one count of possessing child pornography.

    An FBI task force officer in Milwaukee, Wisconsin, posing undercover as an adult female, was conducting an investigation utilizing the Kik Messenger application in May 2020. The undercover officer joined multiple private groups dedicated to individuals interested in child pornography and whose members openly shared such material within the group. Schutz admitted that he received multiple videos and images of child pornography within one of these Kik groups, and also shared multiple videos and images of child pornography within the group.

    On May 14, 2020, law enforcement officers executed a search warrant at Schutz’s residence. Investigators found 18 images of child erotica and eight images of child pornography on Schutz’s cell phone.

    In July and August 2022, an FBI investigator in Texas communicated online with Schutz while conducting an undercover investigation. The undercover investigator posed as a 13-year-old female. Between July 28 and Aug. 1, 2022, Schutz invited the undercover investigator into a Kik group dedicated to the exchange of child pornography. During that time, Schutz admitted, he shared multiple videos of child pornography within the group.

    This case was prosecuted by Assistant U.S. Attorney David Luna. It was investigated by the FBI, the Kansas City, Mo., Police Department, and the Independence, Mo., Police Department.

    Project Safe Childhood

    This case was 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.usdoj.gov/psc . For more information about Internet safety education, please visit www.usdoj.gov/psc and click on the tab “resources.”

    MIL Security OSI –

  • MIL-OSI Security: Minneapolis Man Sentenced to Prison for Insider Trading Scheme

    Source: Office of United States Attorneys

    ST. PAUL, Minn. – A Minneapolis man has been sentenced to 18 months in federal prison, followed by two years of supervised release, and 320 hours of community service for an insider trading conspiracy involving nonpublic negotiations for the acquisition of a medical device company valued at $1.6 billion, announced First Assistant U.S. Attorney Lisa D. Kirkpatrick.

    According to evidence presented at trial, beginning in January 2018 through at least August 2020, Doron “Ron” Tavlin, 69, of Minneapolis, and Afshin “Alex” Farahan, 58, of Los Angeles, engaged in an insider trading conspiracy. The conspiracy involved nonpublic information about the acquisition of Mazor Robotics, an Israeli-based company that specialized in robotics for spinal procedures, by Medtronic, Inc., an Ireland-based medical device company that primarily operated from its executive headquarters in Minneapolis. Tavlin, while working as vice president of business development at Mazor Robotics, learned material, nonpublic information about Medtronic’s impending acquisition of his company. In violation of federal law and his duty to his former employer, Mazor Robotics, Tavlin tipped this information about the acquisition to his friend, Farahan, and instructed him to buy shares in the company. Tavlin and Farahan knew that Medtronic’s imminent acquisition of Mazor would likely result in an increase in Mazor’s stock price. Farahan used the nonpublic information tipped by Tavlin to quickly buy more than $1 million of Mazor stock throughout August and September 2018. The morning after the secret acquisition was publicly announced, Farahan immediately sold all the stock he had purchased over the preceding weeks based on Tavlin’s illegal tip, which resulted in a profit of over $246,000. According to evidence presented at trial, after the acquisition occurred, Tavlin learned that the Financial Industry Regulatory Authority (FINRA) was investigating certain trades of Mazor securities that occurred prior to the publicly announced acquisition. As part of its inquiry, FINRA asked Tavlin, and other insiders who knew about the secret acquisition negotiations, whether he knew any of the parties who traded in Mazor securities leading up to the public announcement. In January 2019, Tavlin responded to FINRA’s inquiry by falsely denying that he recognized any names on a list of persons and entities that purchased Mazor securities, which included Farahan.

    According to evidence presented at trial, the insider trading conspiracy included an agreement between Tavlin and Farahan that Farahan would pay money to Tavlin in exchange for the material, nonpublic information.

    On February 16, 2024, Tavlin was found guilty on one count of conspiracy to commit insider trading and ten counts of securities fraud and aiding and abetting securities fraud following a nine-day trial. He was sentenced yesterday in U.S. District Court by Judge Donovan W. Frank.

    Farahan pleaded guilty on August 4, 2022, to one count of conspiracy to engage in insider trading. His sentencing hearing will be scheduled at a later time.

    This case is the result of an investigation conducted by the FBI.

    Assistant U.S. Attorneys Matthew S. Ebert, Robert M. Lewis, and William C. Mattessich prosecuted the case. 

    MIL Security OSI –

  • MIL-OSI Security: Eleven Minneapolis Gang Members Charged with RICO Conspiracy, Murder in Aid of Racketeering, and Drug Trafficking Offenses

    Source: United States Attorneys General 4

    A federal grand jury in Minneapolis returned an 18-count indictment yesterday against 11 alleged members of the Lows — a violent Minneapolis street gang — for crimes including Racketeer Influenced and Corrupt Organizations (RICO) conspiracy involving murder, attempted murder, gun trafficking, and drug trafficking.

    “According to the indictment, these defendants are leaders, organizers, and members of the Lows street gang, a violent gang that allegedly committed multiple murders and attempted murders and trafficked in guns and drugs, including fentanyl,” said Principal Deputy Assistant Attorney General Nicole M. Argentieri, head of the Justice Department’s Criminal Division. “Violent gangs that engage in bloody street wars and peddle deadly drugs endanger our communities. The Criminal Division, along with our local, state, and federal partners, is committed to holding violent criminals accountable, including by bringing racketeering charges.”

    “The Lows are an exceptionally violent criminal street gang that has terrorized north Minneapolis for nearly 20 years. Through threats and violence — shootings and murders — the Lows have long sought to establish dominion over large swaths of our city,” said U.S. Attorney Andrew Luger for the District of Minnesota. “My office will continue to respond to gang violence by treating it as the organized criminal activity it is. This indictment is an important step in dismantling a violent street gang that has devastated families and communities in north Minneapolis.”

    “More than 100 people lose their lives to gun violence every day in the United States,” said Special Agent in Charge Travis Riddle of the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) St. Paul Field Division. “There will never be a time where this will be considered acceptable. Our ATF agents put forth solid investigative work in this case utilizing crime gun intelligence that without a doubt aided the case announced today. ATF is happy to work alongside each of our partners in this investigation, and we are grateful to the Criminal Division, U.S. Attorney Luger, and the entire team for taking up this challenging RICO case.”

    “The charges in this indictment reflect our unwavering commitment to bringing violent criminals to justice,” said Special Agent in Charge Alvin M. Winston Sr. of the FBI Minneapolis Field Office. “For too long, the Lows have inflicted pain and spread fear in north Minneapolis. Together with our law enforcement partners, we are determined to remove this threat from our communities and help restore a sense of security to all who call this city home.”

    “Today’s indictment provides a stark reminder that violence and drug trafficking go hand-in-hand,” said Special Agent in Charge Steven T. Bell of the Drug Enforcement Administration (DEA) Omaha Division. “These were not victimless crimes. Communities were hurt. The DEA will continue its unwavering focus to remove threats of violence and hold accountable the individuals responsible for inflicting fear on the streets of Minneapolis.”

    “The individuals named in this indictment allegedly engaged in homicide, and illegal drug and firearms trafficking, which created an atmosphere of terror and disrupted countless lives in this community,” said Acting Special Agent in Charge Ramsey E. Covington of the IRS Criminal Investigation (CI) Chicago Field Office. “These charges represent a pivotal milestone in our commitment to restore safety and uphold justice in the communities we serve. Working with their federal, state, and local law enforcement partners, IRS-CI special agents will continue to follow every financial trail to dismantle the networks fueling these criminal enterprises. We stand united against the violence and fear that street gangs have inflicted upon our communities in Minneapolis and elsewhere.”

    “The Lows, and criminal organizations like them, wreak havoc on our communities, threatening the safety of our communities on a daily basis through their many acts of violence, murder, and narcotics and firearms trafficking,” said Special Agent in Charge Jamie Holt of Homeland Security Investigations (HSI) St. Paul. “HSI St. Paul will continue to foster a strong collaboration with our law enforcement partners to bring an end to the chaos these criminal organizations inflict on our local communities.”

    “This multi-count indictment against ranking members of the Lows gang is an excellent example of multiple law enforcement agencies combining their expertise and resources to conduct investigations with the common goal of taking down violent leaders perpetuating street violence involving guns and narcotics,” said Inspector in Charge Bryan Musgrove of the U.S. Postal Inspection Service (USPIS) Denver Division. “These RICO charges aim to remove these allegedly violent offenders from our community. U.S. Postal Inspectors are committed to continuing our work to dismantle drug trafficking operations to keep USPS customers and employees safe from greedy drug traffickers who favor profit over human lives.”

    As alleged in this indictment, the defendants were members of the Lows criminal street gang, which has been in existence in Minneapolis since approximately 2004. The Lows are primarily active in the northside of Minneapolis. They allegedly traffic in firearms and narcotics, including fentanyl, and use threats, intimidation, and violence to protect their territory, reputation, illicit proceeds, and power.

    The indictment charges that the defendants engaged in a pattern of racketeering — that is, unlawful acts of violence, gun trafficking, and narcotics trafficking — for the benefit of the Lows enterprise. These acts include seven alleged murders or attempted murders involving a total of ten victims.

    The 11 defendants, all from Minneapolis, have been indicted for the following crimes:

    Ashimiyu Alowonle II, 38, also known as Cash, is charged with RICO conspiracy and conspiracy to distribute controlled substances.

    Timothy Callender III, 26, also known as Lil’ Tim, is charged with RICO conspiracy and conspiracy to distribute controlled substances.

    Glenn Carter III, 23, also known as G5 and Bossman Carter, is charged with RICO conspiracy; using, carrying, or possessing a firearm in furtherance of a crime of violence resulting in death; and conspiracy to distribute controlled substances. Carter is charged with committing a murder on May 14, 2022, as a racketeering act in furtherance of the RICO conspiracy.

    Victor Collins, 22, also known as Vic, is charged with RICO conspiracy; using, carrying, or possessing a firearm in furtherance of a crime of violence resulting in death; conspiracy to distribute controlled substances; possession with intent to distribute a controlled substance; and possessing a firearm a firearm in furtherance of drug trafficking. Collins is charged with committing a murder and an attempted murder on Feb. 27 as a racketeering act in furtherance of the RICO conspiracy.

    Damari Douglas, 20, also known as Mari, is charged with RICO conspiracy, being a felon in possession of a firearm, and possession of a machine gun. Douglas is charged with committing a murder on Dec. 3, 2023, as a racketeering act in furtherance of the RICO conspiracy.

    Deontae Jackson, 35, also known as Leef, is charged with RICO conspiracy and conspiracy to distribute controlled substances.

    Shannon Jackson, 32, also known as Shakedown, is charged with RICO conspiracy; using, carrying, or possessing a firearm in furtherance of a crime of violence resulting in death; conspiracy to distribute controlled substances; possession with intent to distribute a controlled substance; possessing a firearm in furtherance of drug trafficking; and being a felon in possession of a firearm. Jackson is charged with committing a murder on April 27, 2023, as a racketeering act in furtherance of the RICO conspiracy.

    Robert Knights Jr., 19, also known as CMB Rob and Lil’ Rob, is charged with RICO conspiracy, conspiracy to distribute controlled substances, possession with intent to distribute a controlled substance, and possessing a firearm in furtherance of drug trafficking.

    Albert Lucas V, 20, also known as Abk Sav, is charged with RICO conspiracy; using, carrying, or possessing a firearm in furtherance of a crime of violence resulting in death; and conspiracy to distribute controlled substances. Lucas is charged with committing multiple murders and an attempted murder on Feb. 27 and May 6, 2021, as a racketeering act in furtherance of the RICO conspiracy.

    Kaprice Richards, 23, also known as Kap, is charged with RICO conspiracy and using, carrying, or possessing a firearm in furtherance of a crime of violence resulting in death. Richards is charged with committing an attempted murder on May 29, 2022, and a murder on April 27, 2023, as racketeering acts in furtherance of the RICO conspiracy.

    Cartrelle Smith, 27, also known as Poo Moe, is charged with RICO conspiracy, conspiracy to distribute controlled substances, possession with intent to distribute a controlled substance, and possessing a firearm in furtherance of drug trafficking.

    If convicted, the defendants face a range of penalties, including up to life in prison for racketeering conspiracy involving acts of murder, using a firearm to commit murder, and conspiracy to distribute controlled substances. A federal district court judge will determine any sentence after the consideration of the U.S. Sentencing Guidelines and other statutory factors.

    ATF, FBI, DEA, IRS-CI, HSI, USPIS, Minneapolis Police Department, Hennepin County Sheriff’s Office, Minnesota Bureau of Criminal Apprehension, and Minnesota Department of Corrections are investigating the case, with assistance from the U.S. Marshals Service.

    Trial Attorney Jared Engelking of the Criminal Division’s Violent Crime and Racketeering Section and Assistant U.S. Attorneys Garrett S. Fields and David M. Classen for the District of Minnesota 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 Security OSI –

  • MIL-OSI USA: Eleven Minneapolis Gang Members Charged with RICO Conspiracy, Murder in Aid of Racketeering, and Drug Trafficking Offenses

    Source: US State Government of Utah

    A federal grand jury in Minneapolis returned an 18-count indictment yesterday against 11 alleged members of the Lows — a violent Minneapolis street gang — for crimes including Racketeer Influenced and Corrupt Organizations (RICO) conspiracy involving murder, attempted murder, gun trafficking, and drug trafficking.

    “According to the indictment, these defendants are leaders, organizers, and members of the Lows street gang, a violent gang that allegedly committed multiple murders and attempted murders and trafficked in guns and drugs, including fentanyl,” said Principal Deputy Assistant Attorney General Nicole M. Argentieri, head of the Justice Department’s Criminal Division. “Violent gangs that engage in bloody street wars and peddle deadly drugs endanger our communities. The Criminal Division, along with our local, state, and federal partners, is committed to holding violent criminals accountable, including by bringing racketeering charges.”

    “The Lows are an exceptionally violent criminal street gang that has terrorized north Minneapolis for nearly 20 years. Through threats and violence — shootings and murders — the Lows have long sought to establish dominion over large swaths of our city,” said U.S. Attorney Andrew Luger for the District of Minnesota. “My office will continue to respond to gang violence by treating it as the organized criminal activity it is. This indictment is an important step in dismantling a violent street gang that has devastated families and communities in north Minneapolis.”

    “More than 100 people lose their lives to gun violence every day in the United States,” said Special Agent in Charge Travis Riddle of the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) St. Paul Field Division. “There will never be a time where this will be considered acceptable. Our ATF agents put forth solid investigative work in this case utilizing crime gun intelligence that without a doubt aided the case announced today. ATF is happy to work alongside each of our partners in this investigation, and we are grateful to the Criminal Division, U.S. Attorney Luger, and the entire team for taking up this challenging RICO case.”

    “The charges in this indictment reflect our unwavering commitment to bringing violent criminals to justice,” said Special Agent in Charge Alvin M. Winston Sr. of the FBI Minneapolis Field Office. “For too long, the Lows have inflicted pain and spread fear in north Minneapolis. Together with our law enforcement partners, we are determined to remove this threat from our communities and help restore a sense of security to all who call this city home.”

    “Today’s indictment provides a stark reminder that violence and drug trafficking go hand-in-hand,” said Special Agent in Charge Steven T. Bell of the Drug Enforcement Administration (DEA) Omaha Division. “These were not victimless crimes. Communities were hurt. The DEA will continue its unwavering focus to remove threats of violence and hold accountable the individuals responsible for inflicting fear on the streets of Minneapolis.”

    “The individuals named in this indictment allegedly engaged in homicide, and illegal drug and firearms trafficking, which created an atmosphere of terror and disrupted countless lives in this community,” said Acting Special Agent in Charge Ramsey E. Covington of the IRS Criminal Investigation (CI) Chicago Field Office. “These charges represent a pivotal milestone in our commitment to restore safety and uphold justice in the communities we serve. Working with their federal, state, and local law enforcement partners, IRS-CI special agents will continue to follow every financial trail to dismantle the networks fueling these criminal enterprises. We stand united against the violence and fear that street gangs have inflicted upon our communities in Minneapolis and elsewhere.”

    “The Lows, and criminal organizations like them, wreak havoc on our communities, threatening the safety of our communities on a daily basis through their many acts of violence, murder, and narcotics and firearms trafficking,” said Special Agent in Charge Jamie Holt of Homeland Security Investigations (HSI) St. Paul. “HSI St. Paul will continue to foster a strong collaboration with our law enforcement partners to bring an end to the chaos these criminal organizations inflict on our local communities.”

    “This multi-count indictment against ranking members of the Lows gang is an excellent example of multiple law enforcement agencies combining their expertise and resources to conduct investigations with the common goal of taking down violent leaders perpetuating street violence involving guns and narcotics,” said Inspector in Charge Bryan Musgrove of the U.S. Postal Inspection Service (USPIS) Denver Division. “These RICO charges aim to remove these allegedly violent offenders from our community. U.S. Postal Inspectors are committed to continuing our work to dismantle drug trafficking operations to keep USPS customers and employees safe from greedy drug traffickers who favor profit over human lives.”

    As alleged in this indictment, the defendants were members of the Lows criminal street gang, which has been in existence in Minneapolis since approximately 2004. The Lows are primarily active in the northside of Minneapolis. They allegedly traffic in firearms and narcotics, including fentanyl, and use threats, intimidation, and violence to protect their territory, reputation, illicit proceeds, and power.

    The indictment charges that the defendants engaged in a pattern of racketeering — that is, unlawful acts of violence, gun trafficking, and narcotics trafficking — for the benefit of the Lows enterprise. These acts include seven alleged murders or attempted murders involving a total of ten victims.

    The 11 defendants, all from Minneapolis, have been indicted for the following crimes:

    Ashimiyu Alowonle II, 38, also known as Cash, is charged with RICO conspiracy and conspiracy to distribute controlled substances.

    Timothy Callender III, 26, also known as Lil’ Tim, is charged with RICO conspiracy and conspiracy to distribute controlled substances.

    Glenn Carter III, 23, also known as G5 and Bossman Carter, is charged with RICO conspiracy; using, carrying, or possessing a firearm in furtherance of a crime of violence resulting in death; and conspiracy to distribute controlled substances. Carter is charged with committing a murder on May 14, 2022, as a racketeering act in furtherance of the RICO conspiracy.

    Victor Collins, 22, also known as Vic, is charged with RICO conspiracy; using, carrying, or possessing a firearm in furtherance of a crime of violence resulting in death; conspiracy to distribute controlled substances; possession with intent to distribute a controlled substance; and possessing a firearm a firearm in furtherance of drug trafficking. Collins is charged with committing a murder and an attempted murder on Feb. 27 as a racketeering act in furtherance of the RICO conspiracy.

    Damari Douglas, 20, also known as Mari, is charged with RICO conspiracy, being a felon in possession of a firearm, and possession of a machine gun. Douglas is charged with committing a murder on Dec. 3, 2023, as a racketeering act in furtherance of the RICO conspiracy.

    Deontae Jackson, 35, also known as Leef, is charged with RICO conspiracy and conspiracy to distribute controlled substances.

    Shannon Jackson, 32, also known as Shakedown, is charged with RICO conspiracy; using, carrying, or possessing a firearm in furtherance of a crime of violence resulting in death; conspiracy to distribute controlled substances; possession with intent to distribute a controlled substance; possessing a firearm in furtherance of drug trafficking; and being a felon in possession of a firearm. Jackson is charged with committing a murder on April 27, 2023, as a racketeering act in furtherance of the RICO conspiracy.

    Robert Knights Jr., 19, also known as CMB Rob and Lil’ Rob, is charged with RICO conspiracy, conspiracy to distribute controlled substances, possession with intent to distribute a controlled substance, and possessing a firearm in furtherance of drug trafficking.

    Albert Lucas V, 20, also known as Abk Sav, is charged with RICO conspiracy; using, carrying, or possessing a firearm in furtherance of a crime of violence resulting in death; and conspiracy to distribute controlled substances. Lucas is charged with committing multiple murders and an attempted murder on Feb. 27 and May 6, 2021, as a racketeering act in furtherance of the RICO conspiracy.

    Kaprice Richards, 23, also known as Kap, is charged with RICO conspiracy and using, carrying, or possessing a firearm in furtherance of a crime of violence resulting in death. Richards is charged with committing an attempted murder on May 29, 2022, and a murder on April 27, 2023, as racketeering acts in furtherance of the RICO conspiracy.

    Cartrelle Smith, 27, also known as Poo Moe, is charged with RICO conspiracy, conspiracy to distribute controlled substances, possession with intent to distribute a controlled substance, and possessing a firearm in furtherance of drug trafficking.

    If convicted, the defendants face a range of penalties, including up to life in prison for racketeering conspiracy involving acts of murder, using a firearm to commit murder, and conspiracy to distribute controlled substances. A federal district court judge will determine any sentence after the consideration of the U.S. Sentencing Guidelines and other statutory factors.

    ATF, FBI, DEA, IRS-CI, HSI, USPIS, Minneapolis Police Department, Hennepin County Sheriff’s Office, Minnesota Bureau of Criminal Apprehension, and Minnesota Department of Corrections are investigating the case, with assistance from the U.S. Marshals Service.

    Trial Attorney Jared Engelking of the Criminal Division’s Violent Crime and Racketeering Section and Assistant U.S. Attorneys Garrett S. Fields and David M. Classen for the District of Minnesota 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 –

  • MIL-OSI USA: Moolenaar Statement on Chinese National Illegally Voting in Michigan

    Source: United States House of Representatives – Congressman John Moolenaar (4th District of Michigan)

    Headline: Moolenaar Statement on Chinese National Illegally Voting in Michigan

    Today, the Michigan Secretary of State, Jocelyn Benson, and the Washtenaw County Prosecutor’s office announced charges against a Chinese national for election fraud in Michigan. The Chinese national is a student at the University of Michigan, and illegally registered to vote and cast a ballot on Sunday, October 27 in Ann Arbor. 

    “Secretary Jocelyn Benson has hurt the public’s trust in Michigan elections as her department failed to prevent this illegal vote from being cast and will count it in the results next week. The University of Michigan should expel this student for violating our laws and our state’s leaders need to take serious action against the Chinese Communist Party’s attempts to influence our state. Secretary Benson must tell us how she will prevent similar election fraud in the next week, and how she will secure our elections against CCP interference. Governor Whitmer must cancel the state’s $715 million giveaway of taxpayer money to CCP-affiliated Gotion and end its plans to build near Camp Grayling. Finally, U-M President Santa Ono needs to shut down his university’s institute with Shanghai Jiao Tong University, which collaborates with China’s military. Until these actions happen, our state’s security, elections, universities, and auto supply chains will remain vulnerable to CCP influence,” said Congressman John Moolenaar.

    According to reporting from the Detroit News, the illegally cast ballot is expected to be counted in the 2024 election results, “because there is no way for election officials to retrieve it once it’s been put through a tabulator.”

    Moolenaar has previously called on the University of Michigan to end its joint research institute with Shanghai Jiao Tong University after five Chinese nationals studying through the  program were charged by the FBI with spying on Camp Grayling. 

    MIL OSI USA News –

  • MIL-OSI: Farmers & Merchants Bancorp, Inc. Reports 2024 Third-Quarter and Year-to-Date Financial Results

    Source: GlobeNewswire (MIL-OSI)

    ARCHBOLD, Ohio, Oct. 30, 2024 (GLOBE NEWSWIRE) — Farmers & Merchants Bancorp, Inc. (Nasdaq: FMAO) today reported financial results for the 2024 third quarter and year-to-date ended September 30, 2024.

    2024 Third Quarter Financial and Operating Highlights (on a year-over-year basis unless noted):

    • 86 consecutive quarters of profitability
    • Net income increased 36.4% to $6.5 million, or $0.48 per basic and diluted share, from $4.8 million, or $0.35 per basic and diluted share, and net income expanded 14.7% from the 2024 second quarter
    • Net interest margin increased 12 basis points to 2.71%
    • Efficiency ratio improved to 67.98%, compared to 73.07% for the same period a year ago, and 69.03% for the 2024 second quarter
    • Total net loans remain stable at $2.54 billion at September 30, 2024
    • Total assets increased 4.8% to a record $3.39 billion
    • Deposits increased 4.3% to a record $2.68 billion
    • Stockholders’ equity increased 10.6% to a record $335.4 million
    • Asset quality remains at historically strong levels with nonperforming loans of only $2.9 million at September 30, 2024, compared to $22.4 million at September 30, 2023
    • Allowance for credit losses was 879.37% of nonperforming loans
    • F&M ended the quarter with excellent liquidity levels, and over $635 million in contingent funding sources, and a cash-to-assets ratio of 7.2%
    • According to the FDIC, F&M continued to have the third largest share of deposits out of the 58 financial institutions that are also operating within its local markets

    Lars B. Eller, President and Chief Executive Officer, stated, “F&M produced excellent earnings growth on a year-over-year and sequential basis, driven by higher net interest income, historically strong asset quality, and prudent expense management. Most importantly, our third quarter results reflect the talent of our associates, as we continue to work hard to drive operating improvements at F&M, serve our local Ohio, Indiana, and Michigan communities, and position F&M for long-term success. In addition, I am pleased to report that F&M was the third largest bank out of 58 financial institutions within the markets we compete, according to the FDIC, reflecting the leading value we provide to our local communities. In fact, F&M is the number one bank, based on deposits, in almost half of the communities in which we operate.”  

    Income Statement
    Net income for the 2024 third quarter ended September 30, 2024, was $6.5 million, compared to $4.8 million for the same period last year. Net income per basic and diluted share for the 2024 third quarter was $0.48, compared to $0.35 for the same period last year. Net income for the 2024 nine months ended September 30, 2024, was $17.6 million, compared to $17.2 million for the same period last year. Net income per basic and diluted share for the 2024 nine months was $1.28, compared to $1.26 for the same period last year.

    Mr. Eller continued, “Our 2024 third quarter and year-to-date performance demonstrate the success of the near-term strategies we are pursuing to navigate a complex operating environment and improve earnings. Most importantly, while the demand for loans is high across our markets, our approach to risk and pricing remains conservative. This near-term strategy has contributed to excellent asset quality. In addition, we continue to focus on strategies aimed at optimizing our deposit base and growing low-cost checking (DDA) deposits. Since the beginning of 2024, we have added over 5,600 new checking accounts, and benefited from new and expanded relationships at offices that were opened in 2023. As a result, we ended the quarter with a loan-to-deposit ratio of 93.6%, compared to 97.2% at September 30, 2023, and 96.0% at June 30, 2024. Our third quarter of 2024 loan-to-deposit ratio was the lowest quarterly value in two years. The final near-term strategy we are pursuing is focused on controlling expenses, and I am encouraged by the continued year-over-year and sequential improvement in our efficiency ratio. This reflects the opportunities we are pursuing to manage operating costs and expand productivity.”

    Deposits
    At September 30, 2024, total deposits were $2.68 billion, an increase of 4.3% from September 30, 2023. The Company’s cost of interest-bearing liabilities was 3.2% for the quarter ended September 30, 2024, compared to 2.82% for the quarter ended September 30, 2023, and 3.02% for the 2023 fourth quarter ended December 31, 2023.

    Loan Portfolio and Asset Quality
    “F&M’s teams continue to do an excellent job managing our cost of funds, loan pricing, deposit growth and overall net interest margin. Since the quarter ended December 31, 2023, our yield on earning assets has increased by 34 basis points, compared to a 19 basis point increase in our cost of interest bearing liabilities – representing the third consecutive quarter our yield on earning assets has outpaced our cost of interest bearing liabilities. We expect this trend will continue as more of our loan portfolio reprices in 2024,” continued Mr. Eller.

    Total loans, net at September 30, 2024, increased 0.3%, or by $8.7 million to $2.54 billion, compared to $2.53 billion at September 30, 2023. The year-over-year growth was driven by higher consumer real estate, commercial and industrial, and agricultural loans, partially offset by lower commercial real estate, agricultural real estate, and consumer loans.

    F&M continues to closely monitor its loan portfolio with a particular emphasis on higher risk sectors. Nonperforming loans were $2.9 million, or 0.11% of total loans at September 30, 2024, compared to $22.4 million, or 0.89% of total loans at September 30, 2023, and $22.4 million, or 0.87% at December 31, 2023.

    F&M maintains a well-balanced, diverse and high performing CRE portfolio. CRE loans represented 51.3% of the Company’s total loan portfolio at September 30, 2024. In addition, F&M’s commercial real estate office credit exposure represented 5.3% of the Company’s total loan portfolio at September 30, 2024, with a weighted average loan-to-value of approximately 64% and an average loan of approximately $880,000.

    F&M’s CRE portfolio included the following categories at September 30, 2024:

    CRE Category   Dollar
    Balance    		   Percent of CRE Portfolio(*)   Percent of Total Loan Portfolio(*)
                 
    Industrial   $ 274,953   21.1 %   10.8 %
    Retail   $ 237,622   18.2 %   9.4 %
    Multi-family   $ 223,926   17.2 %   8.8 %
    Hotels   $ 141,642   10.9 %   5.6 %
    Office   $ 134,973   10.4 %   5.3 %
    Gas Stations   $ 62,028   4.8 %   2.5 %
    Food Service   $ 46,526   3.6 %   1.8 %
    Development   $ 30,999   2.4 %   1.2 %
    Senior Living   $ 29,866   2.3 %   1.2 %
    Auto Dealers   $ 25,068   1.9 %   1.0 %
    Other   $ 93,557   7.2 %   3.7 %
    Total CRE   $ 1,301,160   100.0 %   51.3 %

             * Numbers have been rounded

    At September 30, 2024, the Company’s allowance for credit losses to nonperforming loans was 879.37%, compared to 112.61% at September 30, 2023, and 111.95% at December 31, 2023. The allowance to total loans was 1.01% at September 30, 2024, compared to 1.00% at September 30, 2023. Including accretable yield adjustments, associated with the Company’s recent acquisitions, F&M’s allowance for credit losses to total loans was 1.10% at September 30, 2024, compared to 1.18% at September 30, 2023.

    Mr. Eller concluded, “With two months remaining in 2024, I am encouraged by F&M’s strong financial and operating performance to date. F&M ended the quarter with record stockholders’ equity, historically strong asset quality, record deposits, and excellent liquidity levels with over $635 million in contingent funding sources, and a cash-to-assets ratio of 7.2%. We remain focused on continual improvements, managing the items under our control, and providing our customers and communities with outstanding, and local financial services. As a result, F&M’s financial and operating performance continues to strengthen and I believe the Company is well positioned to create lasting value for our communities, customers, team members, and shareholders.”

    Stockholders’ Equity and Dividends
    Total stockholders’ equity increased 10.6% to $335.4 million, or $24.48 per share at September 30, 2024, from $303.2 million, or $22.19 per share at September 30, 2023. The Company’s Tier 1 leverage ratio of 8.04%, remained stable compared to September 30, 2023.

    Tangible stockholders’ equity increased to $242.8 million at September 30, 2024, compared to $208.8 million at September 30, 2023. On a per share basis, tangible stockholders’ equity at September 30, 2024, was $17.72 per share, compared to $15.28 per share at September 30, 2023.

    For the nine months ended September 30, 2024, the Company has declared cash dividends of $0.66125 per share, which is a 5.0% increase over the same period last year. F&M is committed to returning capital to shareholders and has increased the annual cash dividend for 30 consecutive years. For the nine months ended September 30, 2024, the dividend payout ratio was 50.99% compared to 49.50% for the same period last year.

    About Farmers & Merchants State Bank:
    Farmers & Merchants Bancorp, Inc. (Nasdaq: FMAO) is the holding company of F&M Bank, a local independent community bank that has been serving its communities since 1897. F&M Bank provides commercial banking, retail banking and other financial services. Our locations are in Butler, Champaign, Fulton, Defiance, Hancock, Henry, Lucas, Shelby, Williams, and Wood counties in Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay, Steuben and Wells counties. The Michigan footprint includes Oakland County, and we have Loan Production Offices in West Bloomfield, Michigan; Muncie, Indiana; and Perrysburg and Bryan, Ohio.

    Safe Harbor Statement
    Farmers & Merchants Bancorp, Inc. (“F&M”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.

    Non-GAAP Financial Measures
    This press release includes disclosure of financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Farmers & Merchants Bancorp, Inc. believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Farmers & Merchants Bancorp, Inc.’s marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. A reconciliation of GAAP to non-GAAP financial measures is included within this press release.

     
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME
    (Unaudited) (in thousands of dollars, except per share data)
             
          Three Months Ended   Nine Months Ended
          September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023   September 30, 2023   September 30, 2024   September 30, 2023
    Interest Income                              
    Loans, including fees     $ 36,873     $ 36,593     $ 35,200     $ 34,493   $ 33,783     $ 108,666     $ 94,851  
    Debt securities:                              
    U.S. Treasury and government agencies       1,467       1,148       1,045       987     1,005       3,660       3,103  
    Municipalities       387       389       394       397     392       1,170       1,201  
    Dividends       334       327       333       365     246       994       517  
    Federal funds sold       7       7       7       8     6       21       36  
    Other       2,833       2,702       1,675       2,020     927       7,210       1,830  
    Total interest income       41,901       41,166       38,654       38,270     36,359       121,721       101,538  
    Interest Expense                              
    Deposits       16,947       16,488       15,279       15,015     13,323       48,714       31,908  
    Federal funds purchased and securities sold under agreements to repurchase       277       276       284       293     349       837       1,181  
    Borrowed funds       2,804       2,742       2,689       2,742     2,741       8,235       6,134  
    Subordinated notes       284       285       284       285     284       853       853  
    Total interest expense       20,312       19,791       18,536       18,335     16,697       58,639       40,076  
    Net Interest Income – Before Provision for Credit Losses     21,589       21,375       20,118       19,935     19,662       63,082       61,462  
    Provision for Credit Losses – Loans       282       605       (289 )     278     460       598       1,420  
    Provision for Credit Losses – Off Balance Sheet Credit Exposures   (267 )     (18 )     (266 )     189     (76 )     (551 )     (143 )
    Net Interest Income After Provision for Credit Losses       21,574       20,788       20,673       19,468     19,278       63,035       60,185  
    Noninterest Income                              
    Customer service fees       300       189       598       415     248       1,087       917  
    Other service charges and fees       1,155       1,085       1,057       1,090     1,133       3,297       3,253  
    Interchange income       1,315       1,330       1,429       1,310     1,266       4,074       4,008  
    Loan servicing income       710       513       539       666     502       1,762       3,739  
    Net gain on sale of loans       215       314       107       230     294       636       469  
    Increase in cash surrender value of bank owned life insurance       265       236       216       216     221       717       618  
    Net loss on sale of available-for-sale securities       –       –       –       –     –       –       (891 )
    Total noninterest income       3,960       3,667       3,946       3,927     3,664       11,573       12,113  
    Noninterest Expense                              
    Salaries and wages       7,713       7,589       7,846       6,981     6,777       23,148       19,934  
    Employee benefits       2,112       2,112       2,171       1,218     2,066       6,395       6,302  
    Net occupancy expense       1,054       999       1,027       1,187     950       3,080       2,646  
    Furniture and equipment       1,472       1,407       1,353       1,370     1,189       4,232       3,652  
    Data processing       339       448       500       785     840       1,287       2,362  
    Franchise taxes       410       265       555       308     434       1,230       1,179  
    ATM expense       472       397       473       665     640       1,342       1,946  
    Advertising       597       519       530       397     865       1,646       2,209  
    Net (gain) loss on sale of other assets owned       –       (49 )     –       86     49       (49 )     49  
    FDIC assessment       516       507       580       594     586       1,603       1,388  
    Servicing rights amortization – net       219       187       168       182     106       574       429  
    Loan expense       244       251       229       246     241       724       809  
    Consulting fees       251       198       186       192     179       635       640  
    Professional fees       453       527       445       331     358       1,425       1,099  
    Intangible asset amortization       445       444       445       446     445       1,334       1,334  
    Other general and administrative       1,128       1,495       1,333       1,532     1,319       3,956       4,841  
    Total noninterest expense       17,425       17,296       17,841       16,520     17,044       52,562       50,819  
    Income Before Income Taxes       8,109       7,159       6,778       6,875     5,898       22,046       21,479  
    Income Taxes       1,593       1,477       1,419       1,332     1,121       4,489       4,235  
    Net Income       6,516       5,682       5,359       5,543     4,777       17,557       17,244  
    Other Comprehensive Income (Loss) (Net of Tax):                              
    Net unrealized gain (loss) on available-for-sale securities     11,664       2,531       (1,995 )     13,261     (4,514 )     12,200       (2,480 )
    Reclassification adjustment for realized loss on sale of available-for-sale securities       –       –       –       –     –       –       891  
    Net unrealized gain (loss) on available-for-sale securities     11,664       2,531       (1,995 )     13,261     (4,514 )     12,200       (1,589 )
    Tax expense (benefit)       2,449       531       (418 )     2,784     (947 )     2,562       (333 )
    Other comprehensive income (loss)       9,215       2,000       (1,577 )     10,477     (3,567 )     9,638       (1,256 )
    Comprehensive Income     $ 15,731     $ 7,682     $ 3,782     $ 16,020   $ 1,210     $ 27,195     $ 15,988  
    Basic Earnings Per Share     $ 0.48     $ 0.42     $ 0.39     $ 0.41   $ 0.35     $ 1.28     $ 1.26  
    Diluted Earnings Per Share     $ 0.48     $ 0.42     $ 0.39     $ 0.41   $ 0.35     $ 1.28     $ 1.26  
    Dividends Declared     $ 0.22125     $ 0.22     $ 0.22     $ 0.22   $ 0.21     $ 0.66125     $ 0.63  
                                   
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited) (in thousands of dollars, except per share data)
     
          September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023   September 30, 2023
          (Unaudited)   (Unaudited)   (Unaudited)       (Unaudited)
    Assets                    
    Cash and due from banks   $ 244,572     $ 191,785     $ 186,541     $ 140,917     $ 151,711  
    Federal funds sold     932       1,283       1,241       1,284       1,471  
      Total cash and cash equivalents     245,504       193,068       187,782       142,201       153,182  
                           
    Interest-bearing time deposits     2,727       3,221       2,735       2,740       2,989  
    Securities – available-for-sale     404,881       365,209       347,516       358,478       348,255  
    Other securities, at cost     15,028       14,721       14,744       17,138       16,995  
    Loans held for sale     1,706       1,628       2,410       1,576       1,039  
    Loans, net of allowance for credit losses of $25,484 9/30/24 and $25,024 12/31/23     2,512,852       2,534,468       2,516,687       2,556,167       2,504,329  
    Premises and equipment     33,779       34,507       35,007       35,790       31,723  
    Construction in progress     35       38       9       8       3,044  
    Goodwill     86,358       86,358       86,358       86,358       86,358  
    Loan servicing rights     5,644       5,504       5,555       5,648       5,687  
    Bank owned life insurance     34,624       34,359       34,123       33,907       33,691  
    Other assets     46,047       49,552       54,628       43,218       47,388  
                           
    Total Assets   $ 3,389,185     $ 3,322,633     $ 3,287,554     $ 3,283,229     $ 3,234,680  
                           
      Liabilities and Stockholders’ Equity                    
    Liabilities                    
    Deposits                    
      Noninterest-bearing   $ 481,444     $ 479,069     $ 510,731     $ 528,465     $ 505,358  
      Interest-bearing                    
      NOW accounts     865,617       821,145       829,236       816,790       778,133  
      Savings     661,565       673,284       635,430       599,191       591,344  
      Time     676,187       667,592       645,985       663,017       700,445  
      Total deposits     2,684,813       2,641,090       2,621,382       2,607,463       2,575,280  
                           
    Federal funds purchased and securities sold under agreements to repurchase     27,292       27,218       28,218       28,218       30,527  
    Federal Home Loan Bank (FHLB) advances     263,081       266,102       256,628       265,750       266,286  
    Subordinated notes, net of unamortized issuance costs     34,789       34,759       34,731       34,702       34,673  
    Dividend payable     2,998       2,975       2,975       2,974       2,838  
    Accrued expenses and other liabilities     40,832       27,825       25,930       27,579       21,892  
      Total liabilities     3,053,805       2,999,969       2,969,864       2,966,686       2,931,496  
                           
    Commitments and Contingencies                    
                           
    Stockholders’ Equity                    
    Common stock – No par value 20,000,000 shares authorized; issued                    
    14,564,425 shares 9/30/24 and 12/31/23; outstanding 13,702,593     135,193       135,829       135,482       135,515       135,171  
    shares 9/30/24 and 13,664,641 shares 12/31/23                    
    Treasury stock – 861,832 shares 9/30/24 and 899,784 shares 12/31/23     (10,904 )     (11,006 )     (10,851 )     (11,040 )     (11,008 )
    Retained earnings     230,465       226,430       223,648       221,080       218,510  
    Accumulated other comprehensive loss     (19,374 )     (28,589 )     (30,589 )     (29,012 )     (39,489 )
      Total stockholders’ equity     335,380       322,664       317,690       316,543       303,184  
                           
    Total Liabilities and Stockholders’ Equity   $ 3,389,185     $ 3,322,633     $ 3,287,554     $ 3,283,229     $ 3,234,680  
                           
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    SELECT FINANCIAL DATA
                                               
        For the Three Months Ended   For the Nine Months Ended
    Selected financial data   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023   September 30, 2023   September 30, 2024   September 30, 2023
    Return on average assets     0.78 %     0.69 %     0.66 %     0.67 %     0.59 %     0.71 %     0.73 %
    Return on average equity     7.93 %     7.13 %     6.76 %     7.27 %     6.26 %     7.28 %     7.52 %
    Yield on earning assets     5.27 %     5.22 %     5.00 %     4.93 %     4.79 %     5.17 %     4.57 %
    Cost of interest bearing liabilities     3.21 %     3.18 %     3.06 %     3.02 %     2.82 %     3.16 %     2.35 %
    Net interest spread     2.06 %     2.04 %     1.94 %     1.91 %     1.97 %     2.01 %     2.22 %
    Net interest margin     2.71 %     2.71 %     2.60 %     2.57 %     2.59 %     2.68 %     2.77 %
    Efficiency     67.98 %     69.03 %     74.08 %     69.23 %     73.07 %     70.36 %     68.24 %
    Dividend payout ratio     45.99 %     52.35 %     55.52 %     54.23 %     60.07 %     50.99 %     49.50 %
    Tangible book value per share   $ 17.72     $ 16.79     $ 16.39     $ 16.29     $ 15.28              
    Tier 1 leverage ratio     8.04 %     8.02 %     8.40 %     8.20 %     8.02 %            
    Average shares outstanding     13,687,119       13,681,501       13,671,166       13,665,773       13,650,823       13,679,955       13,633,101  
                                               
    Loans   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023   September 30, 2023            
    (Dollar amounts in thousands)                                          
    Commercial real estate   $ 1,301,160     $ 1,303,598     $ 1,304,400     $ 1,337,766     $ 1,304,118              
    Agricultural real estate     220,328       222,558       227,455       223,791       225,672              
    Consumer real estate     524,055       525,902       525,178       521,895       512,973              
    Commercial and industrial     260,732       268,426       256,051       254,935       250,891              
    Agricultural     137,252       142,909       127,670       132,560       123,735              
    Consumer     67,394       70,918       74,819       79,591       83,024              
    Other     25,916       26,449       26,776       30,136       31,083              
    Less: Net deferred loan fees, costs and other (1)     1,499       (1,022 )     (982 )     517       (1,890 )            
    Total loans, net   $ 2,538,336     $ 2,559,738     $ 2,541,367     $ 2,581,191     $ 2,529,606              
                                               
                                               
    Asset quality data   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023   September 30, 2023            
    (Dollar amounts in thousands)                                          
    Nonaccrual loans   $ 2,898     $ 2,487     $ 19,391     $ 22,353     $ 22,447              
    90 day past due and accruing   $ –     $ –     $ –     $ –     $ –              
    Nonperforming loans   $ 2,898     $ 2,487     $ 19,391     $ 22,353     $ 22,447              
    Other real estate owned   $ –     $ –     $ –     $ –     $ –              
    Nonperforming assets   $ 2,898     $ 2,487     $ 19,391     $ 22,353     $ 22,447              
                                               
                                               
    Allowance for credit losses   $ 25,484     $ 25,270     $ 24,680     $ 25,024     $ 25,277              
    Allowance for unfunded     1,661       1,928       1,946       2,212       2,023              
    Total Allowance for Credit Losses   $ 27,145     $ 27,198     $ 26,626     $ 27,236     $ 27,300              
    Allowance for credit losses/total loans     1.01 %     0.99 %     0.97 %     0.97 %     1.00 %            
    Adjusted credit losses with accretable yield/total loans     1.10 %     1.10 %     1.11 %     1.13 %     1.18 %            
    Net charge-offs:                                          
    Quarter-to-date   $ 68     $ 15     $ 55     $ 531     $ 93              
    Year-to-date   $ 138     $ 70     $ 55     $ 551     $ 20              
    Net charge-offs to average loans                                          
    Quarter-to-date     0.00 %     0.00 %     0.00 %     0.02 %     0.00 %            
    Year-to-date     0.01 %     0.00 %     0.00 %     0.02 %     0.00 %            
    Nonperforming loans/total loans     0.11 %     0.10 %     0.76 %     0.87 %     0.89 %            
    Allowance for credit losses/nonperforming loans     879.37 %     1016.08 %     127.28 %     111.95 %     112.61 %            
    NPA coverage ratio     879.37 %     1016.08 %     127.28 %     111.95 %     112.61 %            
                                               
    (1) Includes carrying value adjustments of $3.0 million as of September 30, 2024, $612 thousand as of June 30, 2024, $969 thousand as of March 31, 2024 and $2.7 million as of December 31, 2023 related to interest rate swaps associated with fixed rate loans            
     
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES
    (in thousands of dollars, except percentages)
                             
        For the Three Months Ended   For the Three Months Ended
        September 30, 2024   September 30, 2023
    Interest Earning Assets:   Average Balance   Interest/Dividends   Annualized Yield/Rate   Average Balance   Interest/Dividends   Annualized Yield/Rate
    Loans   $ 2,551,899   $ 36,873   5.78 %   $ 2,536,885   $ 33,783   5.33 %
    Taxable investment securities     415,943     2,107   2.03 %     393,910     1,559   1.58 %
    Tax-exempt investment securities     19,661     81   2.09 %     23,986     84   1.77 %
    Fed funds sold & other     197,258     2,840   5.76 %     85,515     933   4.36 %
    Total Interest Earning Assets     3,184,761   $ 41,901   5.27 %     3,040,296   $ 36,359   4.79 %
                             
    Nonearning Assets     168,055             180,193        
                             
    Total Assets   $ 3,352,816           $ 3,220,489        
                             
    Interest Bearing Liabilities:                        
    Savings deposits   $ 1,538,387   $ 10,691   2.78 %   $ 1,367,168   $ 7,673   2.24 %
    Other time deposits     667,224     6,256   3.75 %     667,880     5,650   3.38 %
    Other borrowed money     264,539     2,804   4.24 %     266,467     2,741   4.11 %
    Fed funds purchased & securities sold under agreement to repurchase     27,481     277   4.03 %     34,128     349   4.09 %
    Subordinated notes     34,769     284   3.27 %     34,654     284   3.28 %
    Total Interest Bearing Liabilities   $ 2,532,400   $ 20,312   3.21 %   $ 2,370,297   $ 16,697   2.82 %
                             
    Noninterest Bearing Liabilities     491,851             544,801        
                             
    Stockholders’ Equity   $ 328,565           $ 305,391        
                             
    Net Interest Income and Interest Rate Spread       $ 21,589   2.06 %       $ 19,662   1.97 %
                             
    Net Interest Margin           2.71 %           2.59 %
                             
    Yields on Tax exempt securities and the portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts    
                             
                             
        For the Nine Months Ended   For the Nine Months Ended
        September 30, 2024   September 30, 2023
    Interest Earning Assets:   Average Balance   Interest/Dividends   Annualized Yield/Rate   Average Balance   Interest/Dividends   Annualized Yield/Rate
    Loans   $ 2,561,774   $ 108,666   5.66 %   $ 2,470,770   $ 94,851   5.12 %
    Taxable investment securities     397,466     5,575   1.87 %     396,917     4,544   1.53 %
    Tax-exempt investment securities     20,684     249   2.03 %     24,865     277   1.88 %
    Fed funds sold & other     165,227     7,231   5.84 %     67,869     1,866   3.67 %
    Total Interest Earning Assets     3,145,151   $ 121,721   5.17 %     2,960,421   $ 101,538   4.57 %
                             
    Nonearning Assets     161,113             176,568        
                             
    Total Assets   $ 3,306,264           $ 3,136,989        
                             
    Interest Bearing Liabilities:                        
    Savings deposits   $ 1,487,809   $ 30,291   2.71 %   $ 1,373,110   $ 18,854   1.83 %
    Other time deposits     662,129     18,423   3.71 %     620,071     13,054   2.81 %
    Other borrowed money     264,310     8,235   4.15 %     204,927     6,134   3.99 %
    Fed funds purchased & securities sold under agreement to repurchase     27,887     837   4.00 %     37,649     1,181   4.18 %
    Subordinated notes     34,741     853   3.27 %     34,625     853   3.28 %
    Total Interest Bearing Liabilities   $ 2,476,876   $ 58,639   3.16 %   $ 2,270,382   $ 40,076   2.35 %
                             
    Noninterest Bearing Liabilities     507,843             561,001        
                             
    Stockholders’ Equity   $ 321,545           $ 305,606        
                             
    Net Interest Income and Interest Rate Spread       $ 63,082   2.01 %       $ 61,462   2.22 %
                             
    Net Interest Margin           2.68 %           2.77 %
                             
    Yields on Tax exempt securities and the portion of the tax-exempt IDB loans included in loans have been tax adjusted based on a 21% tax rate in the charts    
                             
    FARMERS & MERCHANTS BANCORP, INC. AND SUBSIDIARIES
    AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES
    (in thousands of dollars, except percentages)    		  
                                         
      For the Three Months Ended September 30, 2024   For the Three Months Ended September 30, 2023  
      As Reported   Excluding Acc/Amort Difference   As Reported   Excluding Acc/Amort Difference  
      $ Yield   $ Yield   $ Yield   $ Yield   $ Yield   $ Yield  
    Interest Earning Assets:                                    
    Loans $ 36,873 5.78 %   $ 36,149 5.67 %   $ 724   0.11 %   $ 33,783 5.33 %   $ 32,631 5.15 %   $ 1,152   0.18 %  
    Taxable investment securities   2,107 2.03 %     2,107 2.03 %     –   0.00 %     1,559 1.58 %     1,559 1.58 %     –   0.00 %  
    Tax-exempt investment securities   81 2.09 %     81 2.09 %     –   0.00 %     84 1.77 %     84 1.77 %     –   0.00 %  
    Fed funds sold & other   2,840 5.76 %     2,840 5.76 %     –   0.00 %     933 4.36 %     933 4.36 %     –   0.00 %  
    Total Interest Earning Assets   41,901 5.27 %     41,177 5.17 %     724   0.10 %     36,359 4.79 %     35,207 4.64 %     1,152   0.15 %  
                                         
    Interest Bearing Liabilities:                                    
    Savings deposits $ 10,691 2.78 %   $ 10,691 2.78 %   $ –   0.00 %   $ 7,673 2.24 %   $ 7,673 2.24 %   $ –   0.00 %  
    Other time deposits   6,256 3.75 %     6,256 3.75 %     –   0.00 %     5,650 3.38 %     5,500 3.29 %     150   0.09 %  
    Other borrowed money   2,804 4.24 %     2,800 4.23 %     4   0.01 %     2,741 4.11 %     2,759 4.14 %     (18 ) -0.03 %  
    Federal funds purchased and securities sold under agreement to repurchase   277 4.03 %     277 4.03 %     –   0.00 %     349 4.09 %     349 4.09 %     –   0.00 %  
    Subordinated notes   284 3.27 %     284 3.27 %     –   0.00 %     284 3.28 %     284 3.28 %     –   0.00 %  
    Total Interest Bearing Liabilities   20,312 3.21 %     20,308 3.21 %     4   0.00 %     16,697 2.82 %     16,565 2.80 %     132   0.02 %  
                                         
    Interest/Dividend income/yield   41,901 5.27 %     41,177 5.17 %     724   0.10 %     36,359 4.79 %     35,207 4.64 %     1,152   0.15 %  
    Interest Expense / yield   20,312 3.21 %     20,308 3.21 %     4   0.00 %     16,697 2.82 %     16,565 2.80 %     132   0.02 %  
    Net Interest Spread   21,589 2.06 %     20,869 1.96 %     720   0.10 %     19,662 1.97 %     18,642 1.84 %     1,020   0.13 %  
    Net Interest Margin   2.71 %     2.62 %     0.09 %     2.59 %     2.46 %     0.13 %  
                                         
                                         
      For the Nine Months Ended September 30, 2024   For the Nine Months Ended September 30, 2023  
      As Reported   Excluding Acc/Amort Difference   As Reported   Excluding Acc/Amort Difference  
      $ Yield   $ Yield   $ Yield   $ Yield   $ Yield   $ Yield  
    Interest Earning Assets:                                    
    Loans $ 108,666 5.66 %   $ 106,588 5.55 %   $ 2,078   0.11 %   $ 94,851 5.12 %   $ 92,364 4.99 %   $ 2,487   0.13 %  
    Taxable investment securities   5,575 1.87 %     5,575 1.87 %     –   0.00 %     4,544 1.53 %     4,544 1.53 %     –   0.00 %  
    Tax-exempt investment securities   249 2.03 %     249 2.03 %     –   0.00 %     277 1.88 %     277 1.88 %     –   0.00 %  
    Fed funds sold & other   7,231 5.84 %     7,231 5.84 %     –   0.00 %     1,866 3.67 %     1,866 3.67 %     –   0.00 %  
     Total Interest Earning Assets   121,721 5.17 %     119,643 5.08 %     2,078   0.09 %     101,538 4.57 %     99,051 4.47 %     2,487   0.10 %  
                                         
    Interest Bearing Liabilities:                                    
    Savings deposits $ 30,291 2.71 %   $ 30,291 2.71 %   $ –   0.00 %   $ 18,854 1.83 %   $ 18,854 1.83 %   $ –   0.00 %  
    Other time deposits   18,423 3.71 %     18,423 3.71 %     –   0.00 %     13,054 2.81 %     13,458 2.89 %     (404 ) -0.08 %  
    Other borrowed money   8,235 4.15 %     8,254 4.16 %     (19 ) -0.01 %     6,134 3.99 %     6,187 4.03 %     (53 ) -0.04 %  
    Federal funds purchased and securities sold under agreement to repurchase   837 4.00 %     837 4.00 %     –   0.00 %     1,181 4.18 %     1,181 4.18 %     –   0.00 %  
    Subordinated notes   853 3.27 %     853 3.27 %     –   0.00 %     853 3.28 %     853 3.28 %     –   0.00 %  
    Total Interest Bearing Liabilities   58,639 3.16 %     58,658 3.16 %     (19 ) 0.00 %     40,076 2.35 %     40,533 2.38 %     (457 ) -0.03 %  
                                         
    Interest/Dividend income/yield   121,721 5.17 %     119,643 5.08 %     2,078   0.09 %     101,538 4.57 %     99,051 4.47 %     2,487   0.10 %  
    Interest Expense / yield   58,639 3.16 %     58,658 3.16 %     (19 ) 0.00 %     40,076 2.35 %     40,533 2.38 %     (457 ) -0.03 %  
    Net Interest Spread   63,082 2.01 %     60,985 1.92 %     2,097   0.09 %     61,462 2.22 %     58,518 2.09 %     2,944   0.13 %  
    Net Interest Margin   2.68 %     2.59 %     0.09 %     2.77 %     2.64 %     0.13 %  
                                         
    Company Contact: Investor and Media Contact:
    Lars B. Eller
    President and Chief Executive Officer Farmers & Merchants Bancorp, Inc.
    (419) 446-2501
    leller@fm.bank    		 Andrew M. Berger
    Managing Director
    SM Berger & Company, Inc.
    (216) 464-6400
    andrew@smberger.com

    The MIL Network –

  • MIL-OSI Australia: Minister Rishworth interviewed on Radio National Breakfast with Patricia Karvelas

    Source: Ministers for Social Services

    E&OE TRANSCRIPT

    Topics: COVID-19 pandemic; COVID inquiry report; Australian Centre for Disease Control; PLACE announcement; Qantas flight upgrades.

    PATRICIA KARVELAS, HOST: What would you do if Australia faced another global pandemic and you were again asked to make big sacrifices in the name of public health? A major review of Australia’s handling of the COVID-19 pandemic has found many people will be less accommodating of those requests in the future, while warning another pandemic is likely to happen in our lifetimes. Now, the Government says a new disease control centre will help restore public trust. We’re going to be joined now by Amanda Rishworth, who is the Minister for Social Services. She’s going to talk to us about this and another scheme the Government’s announcing today. Welcome to the programme, Minister.

    AMANDA RISHWORTH, MINISTER FOR SOCIAL SERVICES: Great to be with you.

    PATRICIA KARVELAS: The COVID inquiry found mistakes were made, but overall, Australia was one of the most successful countries in its pandemic response. Do you think history will give the Morrison Government more credit?

    AMANDA RISHWORTH: Well, look, I think really what this review tried to do is identify what can we do better next time and what actually worked. And so the report’s been very useful in that. But what really, I think, came out of the report is we need to be better prepared in the future. I think that was one of the really key findings. How do we get in a position where we are better prepared to respond to something like that in the future? And I think in terms of key learnings of this report, I think that is one of the key learnings, that we need to be prepared for what may come next.

    PATRICIA KARVELAS: You’ve promised to fund an Australian Centre for Disease Control, and you say it will restore public trust, but will that be enough?

    AMANDA RISHWORTH: Well, look, the public trust issue is a very concerning element of this report. If you remember back to that time during COVID you know, people were very compliant. But I think one of the elements is that this Centre for Disease Control will be independent, but I think importantly, it will be much more responsive and transparent with the evidence. I think that is one of the things coming out of this report that really talked about how do we make sure that the health data, the evidence, that what we’re asking people to do is very much embedded in real-time evidence, is really critical. And I hope that as we build up this capability, this transparency, but also the real-time evidence, provides people with the reassurance that what we’re asking them to do actually is something that they should do, because it’s backed up by that real-time evidence.

    PATRICIA KARVELAS: The coalition says this review didn’t look at the states and territories. They are right. And given they were the ones that imposed some of these restrictions, isn’t that a major flaw?

    AMANDA RISHWORTH: This wasn’t wanting to go over the existing reviews that have been done in states and territories. I think from the Commonwealth’s perspective, this report was really about how do we prepare for a future pandemic. What are the lessons learned for the Commonwealth? It’s very important that the Commonwealth is better prepared and that came through clearly both in its economic response and its health response. So, I’m focused on, as is the Government, what can we do better next time? And this report has been really important in identifying what went right, but where we could have adjusted the settings as well.

    PATRICIA KARVELAS: You’re the Minister for Social Services and that involves really many vulnerable communities. It was in fact vulnerable communities, particularly when I think about the NSW lockdowns, that were disproportionately affected. Was that wrong with the benefit of hindsight?

    AMANDA RISHWORTH: Well, look, I don’t want to second guess, but the report did highlight the disproportionate impact [the lockdowns] had on some vulnerable communities. So, I think that is really important. And what the report said is we, obviously, had to have a strong response to understand what we were dealing with, but how do we transition really quickly and weigh up the health benefits and the non-health risks, which were things at both economic but also wellbeing risks. So, this report does talk about how we better transition in different phases, but it did highlight that as a result of perhaps not transitioning from the initial response to the suppression response, that some vulnerable communities were particularly targeted or not targeted – that’s probably not the right word – were particularly impacted as a result. And I think we have to be very much aware of that. The other element that really came out in the report is the impact on mental health and wellbeing. And I think that’s something we need to be very conscious of and work into the future on repairing.

    PATRICIA KARVELAS: I want to move to what you’re launching today. You’re launching a new policy that brings philanthropic donors and the Government together to take on entrenched social issues. How will it work?

    AMANDA RISHWORTH: Today is a really exciting day because we’re announcing a new organisation called PLACE, which will be a not-for-profit, independent national organisation that will work with communities about responding to the issues that they know are in their communities, but in a way that they would like to see responded. Now, this is different, because this isn’t the Government just giving a grant to an organisation to do this work. This is a true partnership where five philanthropic organisations are putting money on the table, with government, to create this organisation in true partnership, and it will work with local communities to get better outcomes and shift in some areas – which have been seeing entrenched disadvantage – to see things move. So, this is really exciting. There is really amazing work being done in communities when it comes to what we call place-based solutions. That’s where communities have a say and help design the solutions. And money isn’t top down, but it really is directed to where communities want. But it’s pretty sporadic, and a lot of communities don’t have the data they need, for example, this organisation will work with communities, so if they want to implement this type of response, they can.

    PATRICIA KARVELAS: It’s not a lot of money. So, how would it work? How do you get the money to actually be meaningful in a community that’s identified as being high needs?

    AMANDA RISHWORTH: Well, this money is not about funding the services and support. That money is often there being provided by philanthropy and being provided by Government, but it’s not being directed into the initiatives or into the areas that community want. So, what this organisation will do will work with communities and government and philanthropic organisations to get the money that’s often already in their community, working better in programs that align to what the community wants. So, this isn’t about funding programs, this is about doing the work, working on how to get the data, for example. A lot of communities have a gut feeling something’s working, but they can’t see the data. And where we’ve implemented this place-based response, we can see it really working. One example is the community in Burnie decided they wanted to focus on completion rates, year 12 completion rates and it has gone up since 2011 to 2020 by 86%. And so this organisation is about working with communities to help them build these responses and attract the investment and get the money working for their community.

    PATRICIA KARVELAS: Before I let you go, there’s been a lot of talk about the Prime Minister in the wake of this book on Qantas and upgrades. There is a proposal from Peter Dutton that the Prime Minister should refer himself to the National Anti-Corruption Commission. Will he?

    AMANDA RISHWORTH: Well, look, I think that instead of focusing on the Prime Minister and his family, the Opposition Leader needs to start explaining about his upgrades, about his use of Gina Reinhart’s private jet. I mean, the Prime Minister has been incredibly transparent about this. He has declared on the public record over and over again. But Peter Dutton seems to be absolutely focused on the politics of this and not on the substance.

    PATRICIA KARVELAS: But you didn’t kind of go to my fundamental question, which is, do you think this should be looked at by the National Anti Corruption Commission? If there’s nothing to see, where’s the harm in him referring himself?

    AMANDA RISHWORTH: Well, I think the Prime Minister, as with other members of Parliament, are required to be transparent through their declarations on their register of interest. And, you know, we’ve seen over the last couple of days many, many politicians from all sides having flight upgrades.

    PATRICIA KARVELAS: Have you ever asked for one?

    AMANDA RISHWORTH: To be honest, I’ve got a young family and I don’t travel into very many places, but I haven’t asked for one. But I think that there are many politicians that have had upgrades. And so there’s a register of public interest, so that it’s all transparent. And, you know, if Peter Dutton is saying there’s questions to be answered, he needs to answer the question, explain his use of Gina Rinehart’s private jet.

    PATRICIA KARVELAS: It doesn’t have to be a competition between will you answer questions? Will you answer questions? Shouldn’t, you know, both sides just answer the questions? And there are some additional questions that the Prime Minister has not addressed about if he discussed upgraded flights directly with Alan Joyce when he was Transport Minister.

    AMANDA RISHWORTH: Well, I think that there needs to be a consistent approach. The opposition is making this completely political. It’s a complete pile on the Prime Minister. Peter Dutton can’t explain his use of Gina Rinehart’s private jet. So, quite frankly, I think there’s a lot of politics here and a lot of hypocrisy from the opposition. I mean, we have Paul Fletcher, who’s declared sixty-nine upgrades. So, I think what I’m pointing out here is the hypocrisy of the opposition playing politics with this.

    PATRICIA KARVELAS: Thank you so much for joining us, Minister.

    AMANDA RISHWORTH: Thank you.

    MIL OSI News –

  • MIL-OSI: NANO Nuclear Energy Closes Full Over-Allotment Option Raising Total Funds of Over $40 Million From Recent Underwritten Follow-On Offering

    Source: GlobeNewswire (MIL-OSI)

    New York, N.Y., Oct. 30, 2024 (GLOBE NEWSWIRE) — NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear”), a leading vertically integrated advanced nuclear technology company developing proprietary, portable, and clean energy solutions, today announced the October 29, 2024 closing of the sale of an additional 317,646 shares of its common stock at $17.00 per share pursuant to the full exercise of underwriter’s over-allotment option granted in connection with NANO Nuclear’s recent underwritten follow-on public offering which closed on October 25, 2024.

    The gross proceeds from this public offering, inclusive of the full over-allotment exercise, before deducting underwriting discounts and other offering expenses, were approximately $41.4 million, and net proceeds were approximately $37.7 million.

    “The investor demand for this follow-on offering was significant, and we are grateful for the full exercise of the underwriter’s over-allotment option,” said Jay Yu, Founder and Chairman of NANO Nuclear Energy. “With the support of our investors, we are building a dynamic, commercially focused nuclear energy company led by world-class nuclear engineers and scientists as well as esteemed national leaders in military and civilian energy policy, former nuclear regulatory licensing and government energy professionals, all with the goal of developing the best in class, smaller, cheaper and safer advanced portable nuclear microreactors and other nuclear energy technologies and services. We look forward to using these offering proceeds to innovate, grow and drive value for our shareholders and the nuclear energy sector.”

    The Benchmark Company, LLC acted as the sole book-running representative for the offering. Ellenoff Grossman & Schole LLP acted as counsel to NANO Nuclear. Lucosky Brookman LLP acted as counsel to The Benchmark Company. Withum Smith+Brown PC are NANO Nuclear’s registered independent auditors.

    Registration statements relating to this public offering were filed with the Securities and Exchange Commission and declared. This registration statement can be obtained by visiting the SEC website at www.sec.gov. Please see such registration statement for additional information regarding NANO Nuclear.

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

    About NANO Nuclear Energy Inc.

    NANO Nuclear Energy Inc. (NASDAQ: NNE) is an advanced technology-driven nuclear energy company seeking to become a commercially focused, diversified, and vertically integrated company across four business lines: (i) cutting edge portable microreactor technology, (ii) nuclear fuel fabrication, (iii) nuclear fuel transportation and (iv) nuclear industry consulting services. NANO Nuclear believes it is the first portable nuclear microreactor company to be listed publicly in the U.S.

    Led by a world-class nuclear engineering team, NANO Nuclear’s products in technical development are “ZEUS”, a solid core battery reactor, and “ODIN”, a low-pressure coolant reactor, each representing advanced developments in clean energy solutions that are portable, on-demand capable, advanced nuclear microreactors.

    Advanced Fuel Transportation Inc. (AFT), a NANO Nuclear subsidiary, is led by former executives from the largest transportation company in the world aiming to build a North American transportation company that will provide commercial quantities of HALEU fuel to small modular reactors, microreactor companies, national laboratories, military, and DOE programs. Through NANO Nuclear, AFT is the exclusive licensee of a patented high-capacity HALEU fuel transportation basket developed by three major U.S. national nuclear laboratories and funded by the Department of Energy. Assuming development and commercialization, AFT is expected to form part of the only vertically integrated nuclear fuel business of its kind in North America.

    HALEU Energy Fuel Inc. (HEF), a NANO Nuclear subsidiary, is focusing on the future development of a domestic source for a High-Assay, Low-Enriched Uranium (HALEU) fuel fabrication pipeline for NANO Nuclear’s own microreactors as well as the broader advanced nuclear reactor industry.

    NANO Nuclear Space Inc. (NNS), a NANO Nuclear subsidiary, is exploring the potential commercial applications of NANO Nuclear’s developing micronuclear reactor technology in space. NNS is focusing on applications such as power systems for extraterrestrial projects and human sustaining environments, and potentially propulsion technology for long haul space missions. NNS’ initial focus will be on cis-lunar applications, referring to uses in the space region extending from Earth to the area surrounding the Moon’s surface.

    For further information, please contact:

    Email: IR@NANONuclearEnergy.com
    Business Tel: (212) 634-9206
    PLEASE FOLLOW OUR SOCIAL MEDIA PAGES HERE:
    NANO Nuclear Energy LINKEDIN
    NANO Nuclear Energy YOUTUBE
    NANO Nuclear Energy TWITTER

    Cautionary Note Regarding Forward Looking Statements

    This news release and statements of NANO Nuclear’s management in connection with this news release or related events contain or may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the public offering and the proposed use of proceeds from such offering, as described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as “seek,” “expects”, “anticipates”, “intends”, “plans”, “believes”, “potential”, “will”, “should”, “could”, “would” or “may” and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors, some of which may be beyond our control. Readers are cautioned that actual results may differ materially and adversely from the results implied in forward-looking statements. For NANO Nuclear, particular risks and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements include but are not limited to the following: (i) risks related to our U.S. Department of Energy (“DOE”) or related state nuclear fuel licensing submissions, (ii) risks related the development of new or advanced technology, including difficulties with design and testing, cost overruns, regulatory delays and the development of competitive technology, (iii) our ability to obtain contracts and funding to be able to continue operations, (iv) risks related to uncertainty regarding our ability to technologically develop and commercially deploy a competitive advanced nuclear reactor or other technology in the timelines we anticipate, if ever, (v) risks related to the impact of government regulation and policies including by the DOE and the U.S. Nuclear Regulatory Commission, including those associated with the recently enacted ADVANCE Act, and (vi) similar risks and uncertainties associated with the business of a start-up business operating a highly regulated industry. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. These factors may not constitute all of the factors that could cause actual results to differ from those discussed in any forward-looking statement, and the Company therefore encourages investors to review other factors that may affect future results in the Company’s filings with the SEC, which are available for review at www.sec.gov and at https://ir.nanonuclearenergy.com/financial-information/sec-filings. Readers are cautioned not to place undue reliance on forward-looking statements, which apply only as of the date of this news release, and forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.

    The MIL Network –

  • MIL-OSI: Red River Bancshares, Inc. Reports Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    ALEXANDRIA, La., Oct. 30, 2024 (GLOBE NEWSWIRE) — Red River Bancshares, Inc. (the “Company”) (Nasdaq: RRBI), the holding company for Red River Bank (the “Bank”), announced today its unaudited financial results for the third quarter of 2024.

    Net income for the third quarter of 2024 was $8.8 million, or $1.27 per diluted common share (“EPS”), an increase of $767,000, or 9.6%, compared to $8.0 million, or $1.16 EPS, for the second quarter of 2024, and an increase of $733,000, or 9.1%, compared to $8.0 million, or $1.12 EPS, for the third quarter of 2023. For the third quarter of 2024, the quarterly return on assets was 1.13%, and the quarterly return on equity was 11.11%.

    Net income for the nine months ended September 30, 2024, was $24.9 million, or $3.59 EPS, a decrease of $1.7 million, or 6.2%, compared to $26.6 million, or $3.70 EPS, for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, the return on assets was 1.08%, and the return on equity was 10.86%.

    Third Quarter 2024 Performance and Operational Highlights

    In the third quarter of 2024, the Company reported higher earnings, an improved net interest margin, and fairly consistent loans and deposits. We deployed excess funds into the securities portfolio and completed a significant stock repurchase. In mid-September, the target range of the federal funds rate was reduced by 50 basis points (“bps”).

    • Net income for the third quarter of 2024 was $8.8 million compared to $8.0 million for the prior quarter. Net income for the third quarter benefited from higher net interest income and an improved net interest margin fully tax equivalent (“FTE”), along with higher noninterest income.
    • Net interest income and net interest margin FTE increased for the third quarter of 2024 compared to the prior quarter. Net interest income for the third quarter of 2024 was $22.5 million compared to $21.8 million for the prior quarter. Net interest margin FTE for the third quarter of 2024 was 2.98% compared to 2.92% for the prior quarter. These increases were due to improved yields on securities and loans outpacing higher deposit rates.
    • Noninterest income totaled $5.4 million for the third quarter of 2024, an increase of $321,000, or 6.3%, compared to $5.1 million for the previous quarter. Noninterest income benefited from the receipt of a $151,000 nonrecurring loan fee.
    • As of September 30, 2024, assets were $3.10 billion, which was $53.2 million, or 1.7%, higher than June 30, 2024. The increase was mainly due to a $30.5 million increase in deposits.
    • Deposits totaled $2.75 billion as of September 30, 2024, an increase of $30.5 million, or 1.1%, compared to $2.72 billion as of June 30, 2024. In the third quarter of 2024, customer deposit balances remained consistent, with normal activity.
    • As of September 30, 2024, loans held for investment (“HFI”) were $2.06 billion, slightly higher than $2.05 billion as of June 30, 2024. In the third quarter of 2024, we closed on a high level of loan commitments, which should fund over time.
    • As of September 30, 2024, total securities were $697.7 million, which was $31.1 million, or 4.7%, higher than June 30, 2024. In the third quarter of 2024, we redeployed cash flows from lower yielding securities into higher yielding securities, as well as deployed other liquid assets into the securities portfolio.
    • As of September 30, 2024, liquid assets, which are cash and cash equivalents, were $232.6 million, and the liquid assets to assets ratio was 7.50%. We do not have any borrowings, brokered deposits, or internet-sourced deposits.
    • In the third quarter of 2024, the provision for credit losses totaled $300,000. This included $200,000 for loans and $100,000 for unfunded loan commitments.
    • As of September 30, 2024, nonperforming assets (“NPA(s)”) were $3.1 million, or 0.10% of assets, and the allowance for credit losses (“ACL”) was $21.8 million, or 1.06% of loans HFI.
    • We paid a quarterly cash dividend of $0.09 per common share in the third quarter of 2024.
    • The 2024 stock repurchase program authorizes us to purchase up to $5.0 million of our outstanding shares of common stock from January 1, 2024 through December 31, 2024. In the third quarter of 2024, we entered into a privately negotiated stock repurchase agreement for the repurchase of 60,000 shares at an aggregate cost of $3.0 million. In connection with this repurchase, we reduced the availability under the 2024 repurchase program by $3.0 million. We also repurchased 233 shares at an aggregate cost of $11,000 from the open market. As of September 30, 2024, the 2024 stock repurchase program had $1.2 million remaining.
    • As of September 30, 2024, capital levels were strong with a stockholders’ equity to assets ratio of 10.46%, a leverage ratio of 11.90%, and a total risk-based capital ratio of 18.07%.
    • The book value per share of common stock was $47.51 as of September 30, 2024, compared to $44.58 as of June 30, 2024. This improvement was primarily due to the decrease in the accumulated other comprehensive loss related to securities and net income added to stockholders’ equity, partially offset by stock repurchases.

    Blake Chatelain, President and Chief Executive Officer, stated, “We are pleased with the financial results for the third quarter of 2024. We managed continued improvement to the net interest margin FTE, higher earnings, solid asset quality, steady loan activity, and continued strong liquidity and capital.

    “Throughout the majority of the third quarter, until the Federal Reserve reduced the federal funds rate, we continued to reprice assets at a quicker pace than liabilities, which benefited net interest margin FTE and net interest income. Loan demand continued to be steady in the third quarter, despite some companies possibly placing investment decisions on hold due to the pending presidential election. We did, however, close on a significant amount of construction loan commitments, which should fund over the next year.

    “On September 18, 2024, the Federal Reserve reduced the federal funds rate by 50 bps. This marks the conclusion of one of the most aggressive interest rate tightening cycles in many years. The rapid increase in interest rates has been challenging for banks and their customers. A lower interest rate environment should spur loan demand and mortgage loan activity, as well as help moderate accumulated other comprehensive loss in stockholders’ equity related to securities. Overall, the Louisiana economy seems to be faring well, and our customers’ balance sheets and earnings appear solid.

    “Our company is well-positioned for the future, with robust capital and liquidity levels combined with a great team of community bankers. As we gain more clarity regarding future interest rates and the presidential election concludes, we remain committed to providing steady financial results for the company.”

    Net Interest Income and Net Interest Margin FTE

    Net interest income and net interest margin FTE increased in the third quarter of 2024 compared to the prior quarter. These increases were due to improved yields on securities and loans outpacing higher deposit rates. After keeping the federal funds rate consistent since the third quarter of 2023, the Federal Open Market Committee (“FOMC”) decreased the federal funds rate by 50 bps in September of 2024.

    Net interest income for the third quarter of 2024 was $22.5 million, which was $670,000, or 3.1%, higher than the second quarter of 2024, due to a $1.2 million increase in interest and dividend income, partially offset by a $550,000 increase in interest expense. The increase in interest and dividend income was due to higher interest income on loans and securities. Loan income increased $1.0 million primarily due to higher rates on new and renewed loans compared to the existing portfolio. The average rate on new and renewed loans was 7.89% for the third quarter of 2024 and 7.98% for the prior quarter. Securities income increased $266,000 due to reinvesting lower yielding securities cash flows into higher yielding securities. The increase in interest expense was primarily due to higher rates on interest-bearing transaction deposits and time deposits.

    The net interest margin FTE increased six bps to 2.98% for the third quarter of 2024, compared to 2.92% for the prior quarter. This increase was due to improved yields on securities and loans, partially offset by higher deposit costs. The yield on securities increased 15 bps due to reinvesting lower yielding securities cash flows into higher yielding securities. The yield on loans increased 11 bps due to higher rates on new and renewed loans compared to the existing portfolio. The cost of deposits increased six bps to 1.81% for the third quarter of 2024, compared to 1.75% for the previous quarter, primarily due to a nine bp increase in the rate on interest-bearing deposits during the third quarter, partially offset by our adjustment to certain transaction deposit rates late in the third quarter.

    Late in the third quarter of 2024, the target range of the federal funds rate was reduced 50 bps to 4.75%-5.00%. At that time, we adjusted rates on transaction and time deposits, and we expect to continue lowering these rates in conjunction with future federal funds rate decreases. The market’s expectation is that the FOMC will continue lowering the target federal funds rate in the fourth quarter of 2024. During the twelve months ending September 30, 2025, we anticipate receiving approximately $134.0 million in securities cash flows with an average yield of 2.86%, and we project approximately $194.2 million of fixed rate loans will mature with an average yield of 5.95%. We expect to redeploy these balances into higher yielding assets. Additionally, during the twelve months ending September 30, 2025, we expect $558.5 million of time deposits to mature with an average rate of 4.47%, which we anticipate repricing into lower cost deposits. As of September 30, 2024, floating rate loans were 14.9% of loans HFI, and floating rate transaction deposits were 7.2% of interest-bearing transaction deposits. Depending on balance sheet activity and the movement in interest rates, we expect the net interest income and net interest margin FTE to improve slightly in the fourth quarter of 2024.

    Provision for Credit Losses

    The provision for credit losses for the third quarter of 2024 totaled $300,000, which included $200,000 for loans and $100,000 for unfunded loan commitments. The provision for credit losses in the second quarter was $300,000 for loans. The provision in the second and third quarters was due to potential economic challenges resulting from the recent inflationary environment, changing monetary policy, and loan growth. In the third quarter of 2024, we had an increase in unfunded loan commitments. We will continue to evaluate future provision needs in relation to current economic situations, loan growth, trends in asset quality, forecasted information, and other conditions influencing loss expectations.

    Noninterest Income

    Noninterest income totaled $5.4 million for the third quarter of 2024, an increase of $321,000, or 6.3%, compared to $5.1 million for the previous quarter. The increase was mainly due to a gain on equity securities and increases in service charges on deposit accounts, loan and deposit income, and brokerage income, partially offset by a decrease in Small Business Investment Company (“SBIC”) income.

    Equity securities are an investment in a Community Reinvestment Act (“CRA”) mutual fund consisting primarily of bonds. The gain or loss on equity securities is a fair value adjustment primarily driven by changes in the interest rate environment. Due to the fluctuations in market rates between quarters, equity securities had a gain of $107,000 in the third quarter of 2024, compared to a loss of $13,000 for the previous quarter.

    Service charges on deposit accounts totaled $1.5 million for the third quarter of 2024, an increase of $119,000, or 8.7%, compared to $1.4 million for the previous quarter. This increase was mainly due to a larger number of non-sufficient fund transactions and related fee income in the third quarter of 2024.

    Loan and deposit income totaled $588,000 for the third quarter of 2024, an increase of $96,000, or 19.5%, compared to $492,000 for the previous quarter. The third quarter of 2024 benefited from the receipt of a $151,000 nonrecurring loan fee.

    Brokerage income was $987,000 for the third quarter of 2024, an increase of $94,000, or 10.5%, compared to $893,000 for the previous quarter. The higher income in the third quarter of 2024 was mainly due to increased investing activity by clients. Assets under management were $1.13 billion as of September 30, 2024.

    SBIC income for the third quarter of 2024 was $301,000, a decrease of $153,000, or 33.7%, compared to $454,000 for the previous quarter. This decrease was primarily due to lower normal income received from these partnerships in the third quarter. We expect SBIC income to be slightly higher in the fourth quarter of 2024 when compared to the third quarter.

    Operating Expenses

    Operating expenses totaled $16.8 million for the third quarter of 2024, an increase of $63,000, or 0.4%, compared to $16.7 million for the previous quarter. This increase was mainly due to higher technology expenses and other tax expenses.

    Technology expenses totaled $865,000 for the third quarter of 2024, an increase of $141,000, or 19.5%, compared to $724,000 for the previous quarter. This increase was primarily due to continued upgrades to our core banking systems and other software technology enhancements.

    Other taxes totaled $622,000 for the third quarter of 2024, an increase of $122,000, or 24.4%, compared to $500,000 for the previous quarter. The second quarter benefited from the reversal of $145,000 of stock repurchase tax expense due to finalized guidelines.

    Asset Overview

    As of September 30, 2024, assets were $3.10 billion, compared to assets of $3.05 billion as of June 30, 2024, an increase of $53.2 million, or 1.7%. In the third quarter, assets were mainly impacted by a $30.5 million, or 1.1%, increase in deposits. In the third quarter of 2024, liquid assets increased $19.6 million, or 9.2%, to $232.6 million and averaged $224.0 million for the third quarter. As of September 30, 2024, we had sufficient liquid assets available and $1.69 billion accessible from other liquidity sources. The liquid assets to assets ratio was 7.50% as of September 30, 2024. Total securities increased $31.1 million, or 4.7%, to $697.7 million in the third quarter and were 22.5% of assets as of September 30, 2024. During the third quarter, loans HFI increased $8.2 million, or 0.4%, to $2.06 billion. The loans HFI to deposits ratio was 74.84% as of September 30, 2024, compared to 75.38% as of June 30, 2024.

    Securities

    Total securities as of September 30, 2024, were $697.7 million, an increase of $31.1 million, or 4.7%, from June 30, 2024. Securities increased primarily due to $52.9 million in purchases combined with a $14.9 million reduction in net unrealized loss on securities AFS. This was partially offset by maturities and principal repayments.

    The estimated fair value of securities available for sale (“AFS”) totaled $560.6 million, net of $49.5 million of unrealized loss, as of September 30, 2024, compared to $526.9 million, net of $64.4 million of unrealized loss, as of June 30, 2024. As of September 30, 2024, the amortized cost of securities held-to-maturity (“HTM”) totaled $134.1 million compared to $136.8 million as of June 30, 2024. As of September 30, 2024, securities HTM had an unrealized loss of $17.3 million compared to $22.8 million as of June 30, 2024.

    As of September 30, 2024, equity securities, which is an investment in a CRA mutual fund consisting primarily of bonds, totaled $3.0 million compared to $2.9 million as of June 30, 2024.

    Loans

    Loans HFI as of September 30, 2024, were $2.06 billion, slightly higher than $2.05 billion as of June 30, 2024. In the third quarter of 2024, we closed on a high level of loan commitments, which, depending on customer activity, should fund over time. Unfunded loan commitments that originated in the third quarter of 2024 totaled $76.4 million.

    Loans HFI by Category
      September 30, 2024   June 30, 2024   Change from
    June 30, 2024 to
    September 30, 2024
    (dollars in thousands) Amount   Percent   Amount   Percent   $ Change   % Change
    Real estate:                      
    Commercial real estate $ 875,590   42.6%     $ 865,645   42.3%     $ 9,945     1.1%  
    One-to-four family residential   616,467   30.0%       611,904   29.9%       4,563     0.7%  
    Construction and development   141,525   6.9%       129,197   6.3%       12,328     9.5%  
    Commercial and industrial   327,069   15.9%       344,071   16.8%       (17,002)     (4.9%)  
    Tax-exempt   66,436   3.2%       67,941   3.3%       (1,505)     (2.2%)  
    Consumer   28,961   1.4%       29,132   1.4%       (171)     (0.6%)  
    Total loans HFI $ 2,056,048   100.0%     $ 2,047,890   100.0%     $ 8,158     0.4%  

    Commercial real estate (“CRE”) loans are collateralized by owner occupied and non-owner occupied properties mainly in Louisiana. Non-owner occupied office loans were $57.2 million, or 2.8% of loans HFI, as of September 30, 2024, and are primarily centered in low-rise suburban areas. The average CRE loan size was $947,000 as of September 30, 2024.

    Health care loans are our largest industry concentration and are made up of a diversified portfolio of health care providers. As of September 30, 2024, total health care loans were 8.0% of loans HFI. Within the health care sector, loans to nursing and residential care facilities were 4.4% of loans HFI, and loans to physician and dental practices were 3.4% of loans HFI. The average health care loan size was $399,000 as of September 30, 2024.

    Asset Quality and Allowance for Credit Losses

    NPAs totaled $3.1 million as of September 30, 2024, a decrease of $103,000, or 3.2%, from June 30, 2024, primarily due to changes to nonaccrual loans. The ratio of NPAs to assets was 0.10% as of September 30, 2024, and 0.11% as of June 30, 2024.

    As of September 30, 2024, the ACL was $21.8 million. The ratio of ACL to loans HFI was 1.06% as of September 30, 2024 and June 30, 2024. The net charge-offs to average loans ratio was 0.00% for the third quarter of 2024 and 0.01% for the second quarter of 2024.

    Deposits

    As of September 30, 2024, deposits were $2.75 billion, an increase of $30.5 million, or 1.1%, compared to June 30, 2024. Average deposits for the third quarter of 2024 were $2.73 billion, a decrease of $5.6 million, or 0.2%, from the prior quarter. The following tables provide details on our deposit portfolio:

    Deposits by Account Type
      September 30, 2024   June 30, 2024   Change from
    June 30, 2024 to
    September 30, 2024
    (dollars in thousands) Balance   % of Total   Balance   % of Total   $ Change   % Change
    Noninterest-bearing demand deposits $ 882,394   32.1%     $ 892,942   32.9%     $ (10,548)     (1.2%)  
    Interest-bearing deposits:                      
    Interest-bearing demand deposits   163,787   6.0%       135,543   5.0%       28,244     20.8%  
    NOW accounts   379,566   13.8%       377,385   13.9%       2,181     0.6%  
    Money market accounts   551,229   20.0%       547,715   20.1%       3,514     0.6%  
    Savings accounts   166,723   6.1%       170,050   6.3%       (3,327)     (2.0%)  
    Time deposits less than or equal to $250,000   411,361   15.0%       399,981   14.7%       11,380     2.8%  
    Time deposits greater than $250,000   192,065   7.0%       193,030   7.1%       (965)     (0.5%)  
    Total interest-bearing deposits   1,864,731   67.9%       1,823,704   67.1%       41,027     2.2%  
    Total deposits $ 2,747,125   100.0%     $ 2,716,646   100.0%     $ 30,479     1.1%  
    Deposits by Customer Type
      September 30, 2024   June 30, 2024   Change from
    June 30, 2024 to
    September 30, 2024
    (dollars in thousands) Balance   % of Total   Balance   % of Total   $ Change   % Change
    Consumer $ 1,348,281   49.1%     $ 1,351,709   49.8%     $ (3,428)     (0.3%)  
    Commercial   1,191,625   43.4%       1,149,023   42.3%       42,602     3.7%  
    Public   207,219   7.5%       215,914   7.9%       (8,695)     (4.0%)  
    Total deposits $ 2,747,125   100.0%     $ 2,716,646   100.0%     $ 30,479     1.1%  
     

    In the third quarter of 2024, customer deposit balances remained consistent, with normal activity.

    The Bank has a granular, diverse deposit portfolio with customers in a variety of industries throughout Louisiana. As of September 30, 2024, the average deposit account size was approximately $27,000.

    As of September 30, 2024, our estimated uninsured deposits, which are the portion of deposit accounts that exceed the FDIC insurance limit (currently $250,000), were approximately $832.2 million, or 30.3% of total deposits. This amount was estimated based on the same methodologies and assumptions used for regulatory reporting purposes. Also, as of September 30, 2024, our estimated uninsured deposits, excluding collateralized public entity deposits, were approximately $674.8 million, or 24.6% of total deposits. Our cash and cash equivalents of $232.6 million, combined with our available borrowing capacity of $1.69 billion, equaled 231.3% of our estimated uninsured deposits and 285.2% of our estimated uninsured deposits, excluding collateralized public entity deposits.

    Stockholders’ Equity

    Total stockholders’ equity as of September 30, 2024, was $324.3 million compared to $307.0 million as of June 30, 2024. The $17.3 million, or 5.6%, increase in stockholders’ equity during the third quarter of 2024 was attributable to a $12.1 million, net of tax, market adjustment to accumulated other comprehensive loss related to securities, $8.8 million of net income, and $92,000 of stock compensation, partially offset by the repurchase of 60,233 shares of common stock for $3.0 million and $615,000 in cash dividends. We paid a quarterly cash dividend of $0.09 per share on September 19, 2024.

    Non-GAAP Disclosure

    Our accounting and reporting policies conform to United States generally accepted accounting principles (“GAAP”) and the prevailing practices in the banking industry. Certain financial measures used by management to evaluate our operating performance are discussed as supplemental non-GAAP performance measures. In accordance with the Securities and Exchange Commission’s (“SEC”) rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the U.S.

    Management and the board of directors review tangible book value per share, tangible common equity to tangible assets, and realized book value per share as part of managing operating performance. However, these non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that are discussed may differ from that of other companies’ reporting measures with similar names. It is important to understand how such other banking organizations calculate and name their financial measures similar to the non-GAAP financial measures discussed by us when comparing such non-GAAP financial measures.

    A reconciliation of non-GAAP financial measures to the comparable GAAP financial measures is included within the following financial statement tables.

    About Red River Bancshares, Inc.

    Red River Bancshares, Inc. is the bank holding company for Red River Bank, a Louisiana state-chartered bank established in 1999 that provides a fully integrated suite of banking products and services tailored to the needs of commercial and retail customers. Red River Bank operates from a network of 28 banking centers throughout Louisiana and one combined loan and deposit production office in New Orleans, Louisiana. Banking centers are located in the following Louisiana markets: Central, which includes the Alexandria metropolitan statistical area (“MSA”); Northwest, which includes the Shreveport-Bossier City MSA; Capital, which includes the Baton Rouge MSA; Southwest, which includes the Lake Charles MSA; the Northshore, which includes Covington; Acadiana, which includes the Lafayette MSA; and New Orleans.

    Forward-Looking Statements

    Statements in this news release regarding our expectations and beliefs about our future financial performance and financial condition, as well as trends in our business and markets, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “outlook,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” The forward-looking statements in this news release are based on current information and on assumptions that we make about future events and circumstances that are subject to a number of risks and uncertainties that are often difficult to predict and beyond our control. As a result of those risks and uncertainties, our actual financial results in the future could differ, possibly materially, from those expressed in or implied by the forward-looking statements contained in this news release and could cause us to make changes to our future plans. Additional information regarding these and other risks and uncertainties to which our business and future financial performance are subject is contained in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent quarterly reports on Form 10-Q, and in other documents that we file with the SEC from time to time. In addition, our actual financial results in the future may differ from those currently expected due to additional risks and uncertainties of which we are not currently aware or which we do not currently view as, but in the future may become, material to our business or operating results. Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this news release or to make predictions based solely on historical financial performance. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. All forward-looking statements, express or implied, included in this news release are qualified in their entirety by this cautionary statement.

    Contact:
    Isabel V. Carriere, CPA, CGMA
    Executive Vice President, Chief Financial Officer, and Assistant Corporate Secretary
    318-561-4023
    icarriere@redriverbank.net

    FINANCIAL HIGHLIGHTS (UNAUDITED)
     
        As of and for the
    Three Months Ended    		   As of and for the
    Nine Months Ended
    (dollars in thousands, except per share data)   September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023    		   September 30,
    2024    		   September 30,
    2023
    Net Income   $ 8,754     $ 7,987     $ 8,021     $ 24,929     $ 26,587  
                         
    Per Common Share Data:                    
    Earnings per share, basic   $ 1.28     $ 1.16     $ 1.12     $ 3.60     $ 3.70  
    Earnings per share, diluted   $ 1.27     $ 1.16     $ 1.12     $ 3.59     $ 3.70  
    Book value per share   $ 47.51     $ 44.58     $ 39.43     $ 47.51     $ 39.43  
    Tangible book value per share (1)   $ 47.28     $ 44.35     $ 39.21     $ 47.28     $ 39.21  
    Realized book value per share (1)   $ 54.78     $ 53.54     $ 50.27     $ 54.78     $ 50.27  
    Cash dividends per share   $ 0.09     $ 0.09     $ 0.08     $ 0.27     $ 0.24  
    Shares outstanding     6,826,120       6,886,928       7,150,685       6,826,120       7,150,685  
    Weighted average shares outstanding, basic     6,851,223       6,896,030       7,168,413       6,932,137       7,176,219  
    Weighted average shares outstanding, diluted     6,867,474       6,914,140       7,180,084       6,949,196       7,188,371  
                         
    Summary Performance Ratios:                    
    Return on average assets     1.13%       1.05%       1.05%       1.08%       1.18%  
    Return on average equity     11.11%       10.69%       11.15%       10.86%       12.71%  
    Net interest margin     2.93%       2.87%       2.74%       2.87%       2.91%  
    Net interest margin FTE     2.98%       2.92%       2.78%       2.92%       2.94%  
    Efficiency ratio     60.09%       62.07%       61.70%       60.84%       59.02%  
    Loans HFI to deposits ratio     74.84%       75.38%       70.60%       74.84%       70.60%  
    Noninterest-bearing deposits to deposits ratio     32.12%       32.87%       35.22%       32.12%       35.22%  
    Noninterest income to average assets     0.70%       0.67%       0.73%       0.67%       0.71%  
    Operating expense to average assets     2.17%       2.19%       2.13%       2.14%       2.12%  
                         
    Summary Credit Quality Ratios:                    
    NPAs to assets     0.10%       0.11%       0.07%       0.10%       0.07%  
    Nonperforming loans to loans HFI     0.15%       0.16%       0.10%       0.15%       0.10%  
    ACL to loans HFI     1.06%       1.06%       1.09%       1.06%       1.09%  
    Net charge-offs to average loans     0.00%       0.01%       0.00%       0.02%       0.01%  
                         
    Capital Ratios:                    
    Stockholders’ equity to assets     10.46%       10.07%       9.20%       10.46%       9.20%  
    Tangible common equity to tangible assets(1)     10.41%       10.02%       9.15%       10.41%       9.15%  
    Total risk-based capital to risk-weighted assets     18.07%       18.01%       18.35%       18.07%       18.35%  
    Tier 1 risk-based capital to risk-weighted assets     17.05%       16.99%       17.31%       17.05%       17.31%  
    Common equity Tier 1 capital to risk-weighted assets     17.05%       16.99%       17.31%       17.05%       17.31%  
    Tier 1 risk-based capital to average assets     11.90%       11.74%       11.56%       11.90%       11.56%  

    (1)  Non-GAAP financial measure. Calculations of this measure and reconciliations to GAAP are included in the schedules accompanying this release.

    RED RIVER BANCSHARES, INC.
    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
     
    (in thousands) September 30,
    2024    		   June 30,
    2024    		   March 31,
    2024    		   December 31,
    2023    		   September 30,
    2023
    ASSETS                  
    Cash and due from banks $ 39,664     $ 35,035     $ 19,401     $ 53,062     $ 42,413  
    Interest-bearing deposits in other banks   192,983       178,038       210,404       252,364       279,786  
    Securities available-for-sale, at fair value   560,555       526,890       545,967       570,092       529,046  
    Securities held-to-maturity, at amortized cost   134,145       136,824       139,328       141,236       143,420  
    Equity securities, at fair value   3,028       2,921       2,934       2,965       2,833  
    Nonmarketable equity securities   2,305       2,283       2,261       2,239       2,190  
    Loans held for sale   1,805       3,878       1,653       1,306       2,348  
    Loans held for investment   2,056,048       2,047,890       2,038,072       1,992,858       1,948,606  
    Allowance for credit losses   (21,757)       (21,627)       (21,564)       (21,336)       (21,183)  
    Premises and equipment, net   57,661       57,910       57,539       57,088       56,466  
    Accrued interest receivable   9,465       9,570       9,995       9,945       8,778  
    Bank-owned life insurance   30,164       29,947       29,731       29,529       29,332  
    Intangible assets   1,546       1,546       1,546       1,546       1,546  
    Right-of-use assets   2,853       2,973       3,091       3,629       3,757  
    Other assets   31,285       34,450       32,940       32,287       36,815  
    Total Assets $ 3,101,750     $ 3,048,528     $ 3,073,298     $ 3,128,810     $ 3,066,153  
                       
    LIABILITIES                  
    Noninterest-bearing deposits $ 882,394     $ 892,942     $ 895,439     $ 916,456     $ 972,155  
    Interest-bearing deposits   1,864,731       1,823,704       1,850,452       1,885,432       1,787,738  
    Total Deposits   2,747,125       2,716,646       2,745,891       2,801,888       2,759,893  
    Accrued interest payable   11,751       8,747       8,959       8,000       6,800  
    Lease liabilities   2,982       3,100       3,215       3,767       3,892  
    Accrued expenses and other liabilities   15,574       13,045       15,919       11,304       13,617  
    Total Liabilities   2,777,432       2,741,538       2,773,984       2,824,959       2,784,202  
    COMMITMENTS AND CONTINGENCIES   —       —       —       —       —  
    STOCKHOLDERS’ EQUITY                  
    Preferred stock, no par value   —       —       —       —       —  
    Common stock, no par value   41,402       44,413       45,177       55,136       58,031  
    Additional paid-in capital   2,682       2,590       2,485       2,407       2,327  
    Retained earnings   329,858       321,719       314,352       306,802       299,079  
    Accumulated other comprehensive income (loss)   (49,624)       (61,732)       (62,700)       (60,494)       (77,486)  
    Total Stockholders’ Equity   324,318       306,990       299,314       303,851       281,951  
    Total Liabilities and Stockholders’ Equity $ 3,101,750     $ 3,048,528     $ 3,073,298     $ 3,128,810     $ 3,066,153  
    RED RIVER BANCSHARES, INC.
    CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                         
        For the Three Months Ended   For the Nine
    Months Ended
    (in thousands)   September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023    		   September 30,
    2024    		   September 30,
    2023
    INTEREST AND DIVIDEND INCOME                                    
    Interest and fees on loans   $ 27,909   $ 26,882     $ 23,925     $ 80,684   $ 68,541  
    Interest on securities     4,334     4,068       3,404       12,465     10,635  
    Interest on federal funds sold     —     —       —       —     886  
    Interest on deposits in other banks     2,630     2,709       2,950       8,378     6,359  
    Dividends on stock     28     22       45       73     106  
    Total Interest and Dividend Income     34,901     33,681       30,324       101,600     86,527  
    INTEREST EXPENSE                    
    Interest on deposits     12,444     11,894       9,562       35,993     21,319  
    Interest on other borrowed funds     —     —       37       —     64  
    Total Interest Expense     12,444     11,894       9,599       35,993     21,383  
    Net Interest Income     22,457     21,787       20,725       65,607     65,144  
    Provision for credit losses     300     300       185       900     485  
    Net Interest Income After Provision for Credit Losses     22,157     21,487       20,540       64,707     64,659  
    NONINTEREST INCOME                    
    Service charges on deposit accounts     1,486     1,367       1,489       4,223     4,317  
    Debit card income, net     905     949       830       2,875     2,687  
    Mortgage loan income     732     650       604       1,838     1,524  
    Brokerage income     987     893       1,029       2,867     2,759  
    Loan and deposit income     588     492       571       1,572     1,566  
    Bank-owned life insurance income     217     216       191       635     557  
    Gain (Loss) on equity securities     107     (13)       (113)       63     (145)  
    SBIC income     301     454       920       1,107     2,479  
    Other income (loss)     96     90       60       266     184  
    Total Noninterest Income     5,419     5,098       5,581       15,446     15,928  
    OPERATING EXPENSES                    
    Personnel expenses     9,700     9,603       9,461       28,854     28,008  
    Occupancy and equipment expenses     1,661     1,698       1,663       4,975     4,933  
    Technology expenses     865     724       675       2,298     2,066  
    Advertising     317     408       331       1,061     955  
    Other business development expenses     521     593       522       1,589     1,451  
    Data processing expense     652     651       651       1,650     1,689  
    Other taxes     622     500       664       1,859     2,042  
    Loan and deposit expenses     294     309       238       561     728  
    Legal and professional expenses     653     729       616       2,000     1,714  
    Regulatory assessment expenses     421     401       419       1,226     1,223  
    Other operating expenses     1,046     1,073       990       3,241     3,041  
    Total Operating Expenses     16,752     16,689       16,230       49,314     47,850  
    Income Before Income Tax Expense     10,824     9,896       9,891       30,839     32,737  
    Income tax expense     2,070     1,909       1,870       5,910     6,150  
    Net Income   $ 8,754   $ 7,987     $ 8,021     $ 24,929   $ 26,587  
    RED RIVER BANCSHARES, INC.
    NET INTEREST INCOME AND NET INTEREST MARGIN (UNAUDITED)
     
      For the Three Months Ended
      September 30, 2024   June 30, 2024
    (dollars in thousands) Average Balance Outstanding   Interest
    Income/
    Expense    		   Average
    Yield/
    Rate    		   Average Balance Outstanding   Interest
    Income/
    Expense    		   Average
    Yield/
    Rate
    Assets                      
    Interest-earning assets:                      
    Loans(1,2) $ 2,054,451     $ 27,909   5.32%     $ 2,042,602     $ 26,882   5.21%  
    Securities – taxable   545,171       3,344   2.45%       546,466       3,069   2.25%  
    Securities – tax-exempt   191,285       990   2.07%       193,954       999   2.06%  
    Interest-bearing deposits in other banks   194,229       2,630   5.36%       199,668       2,709   5.43%  
    Nonmarketable equity securities   2,284       28   4.85%       2,262       22   3.96%  
    Total interest-earning assets   2,987,420     $ 34,901   4.59%       2,984,952     $ 33,681   4.48%  
    Allowance for credit losses   (21,702)               (21,653)          
    Noninterest-earning assets   104,599               96,631          
    Total assets $ 3,070,317             $ 3,059,930          
    Liabilities and Stockholders’ Equity                      
    Interest-bearing liabilities:                      
    Interest-bearing transaction deposits $ 1,230,487     $ 6,042   1.95%     $ 1,230,474     $ 5,701   1.86%  
    Time deposits   597,286       6,402   4.26%       595,120       6,193   4.19%  
    Total interest-bearing deposits   1,827,773       12,444   2.71%       1,825,594       11,894   2.62%  
    Other borrowings   —       —   —%       1       —   5.78%  
    Total interest-bearing liabilities   1,827,773     $ 12,444   2.71%       1,825,595     $ 11,894   2.62%  
    Noninterest-bearing liabilities:                      
    Noninterest-bearing deposits   901,192               908,930          
    Accrued interest and other liabilities   28,006               24,868          
    Total noninterest-bearing liabilities   929,198               933,798          
    Stockholders’ equity   313,346               300,537          
    Total liabilities and stockholders’ equity $ 3,070,317             $ 3,059,930          
    Net interest income     $ 22,457           $ 21,787    
    Net interest spread         1.88%             1.86%  
    Net interest margin         2.93%             2.87%  
    Net interest margin FTE(3)         2.98%             2.92%  
    Cost of deposits         1.81%             1.75%  
    Cost of funds         1.66%             1.60%  

    (1)  Includes average outstanding balances of loans held for sale of $3.0 million and $3.2 million for the three months ended September 30, 2024 and June 30, 2024, respectively.
    (2)  Nonaccrual loans are included as loans carrying a zero yield.
    (3)  Net interest margin FTE includes an FTE adjustment using a 21.0% federal income tax rate on tax-exempt securities and tax-exempt loans.

    RED RIVER BANCSHARES, INC.
    NET INTEREST INCOME AND NET INTEREST MARGIN (UNAUDITED)
     
      For the Nine Months Ended
      September 30, 2024   September 30, 2023
    (dollars in thousands) Average Balance Outstanding   Interest
    Income/
    Expense    		   Average
    Yield/
    Rate    		   Average Balance Outstanding   Interest
    Income/
    Expense    		   Average
    Yield/
    Rate
    Assets                      
    Interest-earning assets:                      
    Loans(1,2) $ 2,037,435     $ 80,684   5.21%     $ 1,933,226     $ 68,541   4.68%  
    Securities – taxable   553,714       9,461   2.28%       618,345       7,535   1.63%  
    Securities – tax-exempt   194,341       3,004   2.06%       203,748       3,100   2.03%  
    Federal funds sold   —       —   —%       24,861       886   4.70%  
    Interest-bearing deposits in other banks   206,023       8,378   5.40%       167,210       6,359   5.05%  
    Nonmarketable equity securities   2,262       73   4.27%       3,744       106   3.76%  
    Total interest-earning assets   2,993,775     $ 101,600   4.47%       2,951,134     $ 86,527   3.88%  
    Allowance for credit losses   (21,586)               (20,920)          
    Noninterest-earning assets   100,586               88,527          
    Total assets $ 3,072,775             $ 3,018,741          
    Liabilities and Stockholders’ Equity                      
    Interest-bearing liabilities:                      
    Interest-bearing transaction deposits $ 1,240,737     $ 17,424   1.88%     $ 1,259,198     $ 12,126   1.29%  
    Time deposits   591,771       18,569   4.19%       441,442       9,193   2.78%  
    Total interest-bearing deposits   1,832,508       35,993   2.62%       1,700,640       21,319   1.68%  
    Other borrowings   —       —   —%       1,539       64   5.49%  
    Total interest-bearing liabilities   1,832,508     $ 35,993   2.62%       1,702,179     $ 21,383   1.68%  
    Noninterest-bearing liabilities:                      
    Noninterest-bearing deposits   907,722               1,016,034          
    Accrued interest and other liabilities   25,983               20,951          
    Total noninterest-bearing liabilities   933,705               1,036,985          
    Stockholders’ equity   306,562               279,577          
    Total liabilities and stockholders’ equity $ 3,072,775             $ 3,018,741          
    Net interest income     $ 65,607           $ 65,144    
    Net interest spread         1.85%             2.20%  
    Net interest margin         2.87%             2.91%  
    Net interest margin FTE(3)         2.92%             2.94%  
    Cost of deposits         1.75%             1.05%  
    Cost of funds         1.61%             0.97%  

    (1)  Includes average outstanding balances of loans held for sale of $2.7 million and $2.5 million for the nine months ended September 30, 2024 and 2023, respectively.
    (2)  Nonaccrual loans are included as loans carrying a zero yield.
    (3)  Net interest margin FTE includes an FTE adjustment using a 21.0% federal income tax rate on tax-exempt securities and tax-exempt loans.

    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)
     
    (dollars in thousands, except per share data) September 30,
    2024    		   June 30,
    2024    		   September 30,
    2023
    Tangible common equity          
    Total stockholders’ equity $ 324,318     $ 306,990     $ 281,951  
    Adjustments:          
    Intangible assets   (1,546)       (1,546)       (1,546)  
    Total tangible common equity (non-GAAP) $ 322,772     $ 305,444     $ 280,405  
    Realized common equity          
    Total stockholders’ equity $ 324,318     $ 306,990     $ 281,951  
    Adjustments:          
    Accumulated other comprehensive (income) loss   49,624       61,732       77,486  
    Total realized common equity (non-GAAP) $ 373,942     $ 368,722     $ 359,437  
    Common shares outstanding   6,826,120       6,886,928       7,150,685  
    Book value per share $ 47.51     $ 44.58     $ 39.43  
    Tangible book value per share (non-GAAP) $ 47.28     $ 44.35     $ 39.21  
    Realized book value per share (non-GAAP) $ 54.78     $ 53.54     $ 50.27  
               
    Tangible assets          
    Total assets $ 3,101,750     $ 3,048,528     $ 3,066,153  
    Adjustments:          
    Intangible assets   (1,546)       (1,546)       (1,546)  
    Total tangible assets (non-GAAP) $ 3,100,204     $ 3,046,982     $ 3,064,607  
    Total stockholders’ equity to assets   10.46%       10.07%       9.20%  
    Tangible common equity to tangible assets (non-GAAP)   10.41%       10.02%       9.15%  

    The MIL Network –

  • MIL-OSI: Banzai to Host Third Quarter 2024 Results Conference Call on Thursday, November 14, 2024 at 5:30 p.m. Eastern Time

    Source: GlobeNewswire (MIL-OSI)

    SEATTLE, Oct. 30, 2024 (GLOBE NEWSWIRE) — Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, will hold a conference call on Thursday, November 14, 2024 at 5:30 p.m. Eastern time to discuss its results for the third quarter ended September 30, 2024, and will be reviewing expanding partnerships, and recent debt payoff and restructuring agreements. A press release detailing these results will be issued prior to the call.

    Banzai Founder & CEO Joe Davy and Interim CFO Alvin Yip will host the conference call, followed by a question-and-answer session. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

    To access the call, please use the following information:

    Date: Thursday, November 14, 2024
    Time: 5:30 p.m. Eastern Time, 2:30 p.m. Pacific Time
    Toll-free dial-in number: 1-877-425-9470
    International dial-in number: 1-201-389-0878
    Conference ID: 13749747
       

    Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact MZ Group at 1-949-491-8235.

    The conference call will be broadcast live and available for replay at https://viavid.webcasts.com/starthere.jsp?ei=1694251&tp_key=65eec38e9b and via the investor relations section of the Company’s website here.

    A replay of the webcast will be available after 9:30 p.m. Eastern Time through February 14, 2025.

    Toll-free replay number: 1-844-512-2921
    International replay number: 1-412-317-6671
    Replay ID: 13749747
       

    About Banzai

    Banzai is a marketing technology company that provides essential marketing and sales solutions for businesses of all sizes. On a mission to help their customers achieve their mission, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Banzai customers include Square, Hewlett Packard Enterprise, Thermo Fisher Scientific, Thinkific, Doodle and ActiveCampaign, among thousands of others. Learn more at www.banzai.io. For investors, please visit https://ir.banzai.io/.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.

    Investor Relations
    Chris Tyson
    Executive Vice President
    MZ Group – MZ North America
    949-491-8235
    BNZI@mzgroup.us
    www.mzgroup.us

    Media
    Rachel Meyrowitz
    Director, Demand Generation, Banzai
    media@banzai.io

    The MIL Network –