Category: Intelligence

  • MIL-OSI USA: UConn Hand Center Helps Bowler Strike Again

    Source: US State of Connecticut

    In this month’s WFSB Great Day CT segment we meet Stephanie Reitz who has been typing since she was 13 years old, once for fun and then as part of her job as a reporter and spokesperson for the University of Connecticut.  Pain in her finger and knuckle lead her to the UConn Health Hand Center where orthopedic surgeon Dr. Joel Ferreira, diagnosed arthritis in the tip of her finger joint, the most common location in the hand.

    She had surgery shortly after for that finger and the pain was gone. Reitz began bowling competitively and when she began having issues with other fingers that was not only affecting her work but her important past time, she reached back out to Ferreira who worked around her bowling season and with two more surgeries fixed the three affected fingers.

    At the UConn Health Center, Ferreira and his colleagues specialize in hands, wrists and elbows and offer a variety of solutions for problems and many can be treated without surgery.

    “I think you can get used to anything, but you shouldn’t get used to pain and that’s what I have learned through this process,” says Reitz.

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    MIL OSI USA News

  • MIL-OSI Security: Greenfield Man Sentenced to 15 Months’ Imprisonment for Paying Healthcare Kickbacks

    Source: Office of United States Attorneys

    Gregory J. Haanstad, United States Attorney for the Eastern District of Wisconsin, announced that, on January 24, 2025, Mohammed Kazim Ali was sentenced to 15 months’ incarceration for paying healthcare kickbacks in violation of the Anti-Kickback Statute.  Ali was also ordered to pay over $2.2 million in restitution to Medicaid and Medicare as well as a $75,000 fine.

    Ali and his co-defendant, Justin Hanson, owned a Milwaukee-area clinical laboratory called Noah Associates.  According to court records, beginning in 2017, Ali and Hanson engaged in a three-year-long scheme to pay kickbacks to the owner of a Milwaukee substance use treatment clinic in exchange for referrals of Medicaid and Medicare patients for urine drug testing performed by Noah Associates.  Ali and Hanson paid over $400,000 in kickbacks to procure the tests.  The tests, however, were not ordered by any physician and were not medically necessary for the treatment of patients.  After one physician learned that his credentials were being used without his authorization to order the tests, the physician told Ali to stop.  Ali nonetheless continued to have Noah Associates accept and bill the government for tests falsely ordered under that physician’s credentials for months.  As a result of the scheme, Medicaid and Medicare paid Noah Associates over $2.2 million for the unnecessary tests.  Ali personally received over $800,000 from Noah Associates during the scheme.

    At sentencing, United States District Judge J.P. Stadtmueller emphasized the seriousness of Ali’s crime, including Ali’s manipulation and breach of trust of the Medicaid and Medicare programs to receive millions of dollars that were not truly earned.  Judge Stadtmueller further noted that Ali knew that his conduct was criminal yet still engaged in a long-running, creative fraud scheme—a decision that Judge Stadtmueller criticized as “beyond belief.”

    In addition to his sentence, Ali will also be excluded from participation in the Medicaid and Medicare programs and has shut down Noah Associates.  His co-defendant, Hanson, has also pleaded guilty for paying healthcare kickbacks and will be sentenced on March 21, 2025.

    “Paying kickbacks for patient referrals is illegal because, as this case demonstrates, kickbacks result in Medicaid and Medicare paying for unnecessary services,” said United States Attorney Haanstad.  “Rather than bill the government for tests that patients actually needed, Ali abused the Medicaid and Medicare programs for ill-gotten gains.  The United States Attorney’s Office is committed to prevent frauds against Medicaid and Medicare.”

    “This sentence demonstrates the FBI’s commitment to investigating individuals like Mr. Ali who erode the public’s trust in our healthcare systems,” said Special Agent in Charge Michael Hensle of the FBI Milwaukee Field Office. “The FBI will continue to work with our law enforcement partners to ensure that those responsible for healthcare fraud are exposed and brought to justice. The safety and well-being of Wisconsin residents remains our highest priority.”

    “Individuals and medical providers who accept kickbacks in exchange for the referral of patients covered under a Federal health care program place personal profit ahead of patient care, which can ultimately lead to the delivery of costly, medically unnecessary services,” said Mario M. Pinto, of the U.S. Department of Health and Human Services, Office of Inspector General (HHS-OIG), Chicago Region.  “Our agency is committed to working with our law enforcement partners to bring those who violate laws intended to protect patients, and our Federal health care programs, to justice.”

    The Federal Bureau of Investigation and the Office of the Inspector General, Department of Health and Human Services investigated the case.  Assistant United States Attorneys Michael Carter and Julie Stewart handled the prosecution.   

    # # #

    For further information contact:

    Public Information Officer

    Kenneth.Gales@usdoj.gov

    (414) 297-1700

    Follow us on Twitter  

    MIL Security OSI

  • MIL-OSI Security: Huntington Man Sentenced to Prison for Fentanyl Crime and Violating Supervised Release

    Source: Office of United States Attorneys

    HUNTINGTON, W.Va. – Tyson Davis Sr., 45, of Huntington, was sentenced today to seven years and two months in prison, to be followed by three years of supervised release, for distribution of fentanyl and violating supervised release.

    According to court documents and statements made in court, on June 14, 2023, Davis sold approximately 2.93 grams of fentanyl to a confidential informant while in a parked vehicle in Huntington. Davis admitted to the transaction. Investigators conducted three additional controlled buys with Davis using the confidential informant, on June 8, August 3 and October 24, 2023. Davis sold a total of 24.057 grams of substances containing fentanyl to the confidential informant during the four transactions.

    Laboratory analysis of the drugs determined that the substances sold by Davis on June 8 and June 14, 2023, were at least 58 percent pure fentanyl, and the substance sold by Davis on August 3, 2023, was at least 46 percent pure fentanyl.  According to investigators, the fentanyl they seize typically ranges from 0.5 percent to 7 percent pure fentanyl.

    Davis has a long criminal history that includes multiple convictions for drug and firearms-related offenses. At the time of this offense, Davis was serving a term of supervised release as a result of his May 17, 2021 conviction for possession of a firearm in furtherance of a drug trafficking crime. Today’s sentence includes two years and six months in prison for committing a crime while on supervised release.

    United States Attorney Will Thompson made the announcement and commended the investigative work of the Federal Bureau of Investigation (FBI), the Cabell County Sheriff’s Office, and the Drug Enforcement Administration (DEA).

    United States District Judge Robert C. Chambers imposed the sentence. Assistant United States Attorney Lesley C. Shamblin prosecuted the case.

    A copy of this press release is located on the website of the U.S. Attorney’s Office for the Southern District of West Virginia. Related court documents and information can be found on PACER by searching for Case No. 3:24-cr-23.

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    MIL Security OSI

  • MIL-OSI Security: Raleigh County Woman and Man Plead Guilty to Federal Drug Crimes

    Source: Office of United States Attorneys

    BECKLEY, W.Va. – Heather Danielle Dunbar, 37, of Terry, pleaded guilty today to distribution of methamphetamine. Dunbar admitted to her role in a drug trafficking organization (DTO) that distributed methamphetamine, fentanyl and cocaine base, also known as “crack,” in Beckley and elsewhere within the Southern District of West Virginia. A co-defendant, David Anthony Lacy, 52, of Beckley, pleaded guilty today to use of a communication facility to facilitate a drug trafficking offense in a separate case.

    According to court documents and statements made in court, on October 17, 2023, Dunbar sold 1 ounce of methamphetamine in exchange for $320 to a confidential informant at the residence of co-conspirator Tilford Joe Bradley Jr. in Beckley. Dunbar admitted to the transaction and further admitted to additional drug transactions. On October 23, 2023, Dunbar sold 25.94 grams of methamphetamine in exchange for $320. On December 26, 2023, Dunbar sold approximately 2.3 grams of fentanyl in exchange for $325. Each time, Dunbar sold the controlled substances to a confidential informant.

    On June 28, 2023, law enforcement officers executed a search warrant at Bradley’s  residence, where Dunbar was staying. Officers seized 38 grams of fentanyl, 6 grams of cocaine, multiple digital scales, a money counter, a large quantity of small plastic bags, and a blender containing white residue. Dunbar admitted that she intended to help Bradley distribute the seized controlled substances in and around the Southern District of West Virginia.

    Dunbar further admitted to working with Bradley to distribute methamphetamine, fentanyl and crack in and around the Southern District of West Virginia during the months of April and May 2024. On April 9, 2024, Bradley called Dunbar and they discussed weighing $600 worth of drugs for an individual waiting to purchase them. On May 3, 2024, Dunbar and Bradley discussed selling $100 worth of cocaine to an individual. Dunbar admitted that she now knows that law enforcement intercepted her phone calls with Bradley.

    Lacy received cocaine base, also known as “crack,” from Bradley and redistributed it in and around the Southern District of West Virginia throughout the month of April 2024. Lacy admitted that he called Bradley using his cell phone to discuss and arrange drug transactions. On April 24, 2024, Lacy called Bradley and asked for about 3.5 grams of crack, and told Bradley that he needed to discuss buying fentanyl from Bradley to redistribute. Lacy admitted that he now knows that law enforcement officers intercepted those phone calls.

    Dunbar is scheduled to be sentenced on May 22, 2025, and faces a maximum penalty of 20 years in prison, at least three years of supervised release, and a $1,000,000 fine. Lacy is scheduled to be sentenced on May 29, 2025, and faces a maximum penalty of four years in prison, up to one year of supervised release, and a $250,000 fine.

    Bradley, 47, of Beckley, pleaded guilty on January 21, 2025 to possession with intent to distribute methamphetamine and awaits sentencing. Dunbar, Lacy and Bradley are among 12 individuals indicted on charges alleging the defendants conspired to distribute methamphetamine, fentanyl, and crack within the Southern District of West Virginia from in or about June 2023 to in or about May 2024. Dunbar, Lacy and Bradley are also among 10 defendants who have pleaded guilty. The charges against the other defendants are pending. An indictment is merely an allegation and all defendants are presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.

    United States Attorney Will Thompson made the announcement and commended the investigative work of the Federal Bureau of Investigation (FBI), the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF), and the Beckley/Raleigh County Drug and Violent Crime Unit, which consists of officers from the West Virginia State Police, the Raleigh County Sheriff’s Department, and the Beckley Police Department.

    United States Magistrate Judge Omar J. Aboulhosn presided over the hearings. Assistant United States Attorney Andrew D. Isabell is prosecuting the cases.

    The investigation was part of the Department of Justice’s Organized Crime Drug Enforcement Task Force (OCDETF). The program was established in 1982 to conduct comprehensive, multilevel attacks on major drug trafficking and money laundering organizations and is the keystone of the Department of Justice’s drug reduction strategy. OCDETF combines the resources and expertise of its member federal agencies in cooperation with state and local law enforcement. The principal mission of the OCDETF program is to identify, disrupt and dismantle the most serious drug trafficking organizations, transnational criminal organizations and money laundering organizations that present a significant threat to the public safety, economic, or national security of the United States.

    A copy of this press release is located on the website of the U.S. Attorney’s Office for the Southern District of West Virginia. Related court documents and information can be found on PACER by searching for Case Nos. 5:24-cr-90 (Dunbar) and 5:25-cr-1 (Lacy).

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    MIL Security OSI

  • MIL-OSI Security: Final Two Defendants Plead Guilty to Roles in Charleston Methamphetamine Trafficking Organization

    Source: Office of United States Attorneys

    CHARLESTON, W.Va. – Today, Kirt Ray King, 48, of Charleston, pleaded guilty to conspiracy to distribute 500 grams or more of a mixture and substance containing methamphetamine and Anthony Michael Mowery, 48, of Parkersburg, pleaded guilty to conspiracy to distribute 50 grams or more of a mixture and substance containing methamphetamine. King and Mowery admitted to their roles in a Drug Trafficking Organization (DTO) that distributed methamphetamine in the Charleston area.

    According to court documents and statements made in court, from in or about January 2024 to in or about May 2024, King and Mowery conspired with others to distribute methamphetamine in Charleston and within the Southern District of West Virginia.

    King and Mowery are scheduled to be sentenced on April 21, 2025. King faces a mandatory minimum of 10 years and up to life in prison, at least five years and up to a lifetime of supervised release, and a $10,000,000 fine. Mowery faces a mandatory minimum of five years and up to 40 in prison, at least four years of supervised release, and a $5,000,000 fine.

    King and Mowery are among four defendants indicted in the case. Co-defendant Michael Dale Cain, 49, of Parkersburg, pleaded guilty on November 6, 2024, and co-defendant John Wayne Harkless, 46, of Charleston, pleaded guilty on November 20, 2024, each to conspiracy to distribute methamphetamine. Cain and Harkless await sentencing.

    United States Attorney Will Thompson made the announcement and commended the investigative work of the Federal Bureau of Investigation (FBI).

    United States District Judge Joseph R. Goodwin presided over the hearings. Assistant United States Attorney Jeremy B. Wolfe is prosecuting the case.

    The investigation was part of the Department of Justice’s Organized Crime Drug Enforcement Task Force (OCDETF). The program was established in 1982 to conduct comprehensive, multilevel attacks on major drug trafficking and money laundering organizations and is the keystone of the Department of Justice’s drug reduction strategy. OCDETF combines the resources and expertise of its member federal agencies in cooperation with state and local law enforcement. The principal mission of the OCDETF program is to identify, disrupt and dismantle the most serious drug trafficking organizations, transnational criminal organizations and money laundering organizations that present a significant threat to the public safety, economic, or national security of the United States.

    A copy of this press release is located on the website of the U.S. Attorney’s Office for the Southern District of West Virginia. Related court documents and information can be found on PACER by searching for Case No. 2:24-cr-95.

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    MIL Security OSI

  • MIL-OSI Security: Lancaster County Brothers Plead Guilty to Vape Shop Armed Robbery

    Source: Office of United States Attorneys

    COLUMBIA, S.C. —Marterrious Tyresse Hannah, 22, and Jaimon Tywan Hannah, 22, both of Lancaster County, have pleaded guilty to their involvement in an armed robbery of a local vape shop. Marterrious pleaded guilty to conspiracy to commit an armed robbery, armed robbery, and possession of a firearm during an armed robbery. Jaimon pleaded guilty to the armed robbery of the vape shop.

    Evidence obtained in the investigation revealed that on July 31, 2023, Marterious Hannah and Jaimon Hannah, brothers, arranged to visit a local vape shop to purchase a handgun from the store clerk, an individual they knew. At the time of sale, Jaimon brandished a handgun and proceeded to rob the clerk. While the Hannah brothers were inside the premise, two other men entered through the open front door and assisted with committing the armed robbery. The robbers stole a safe that contained money, cash from the store clerk, and vape products from the store. At least two defendants were armed as seen on surveillance video. The defendants also stole the firearm they had come to purchase from the store clerk. The firearm was later used and recovered in North Carolina during the commission of a violent crime. 

    Both defendants face a maximum penalty of 20 years in federal prison and face a fine of up to $250,000, restitution, and five years of supervision to follow the term of imprisonment. United States District Judge Mary Geiger Lewis accepted the guilty pleas and will sentence the defendants after receiving and reviewing a sentencing report prepared by the U.S. Probation Office.

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

    This case was investigated by the FBI Columbia Field Office, U.S. Department of Homeland Security, Homeland Security Investigations, and the Lancaster County Sheriff’s Office. Assistant U.S. Attorney William K. Witherspoon is prosecuting the case.

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    MIL Security OSI

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

    Source: GlobeNewswire (MIL-OSI)

    Fourth Quarter 2024 Results

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

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

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

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

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

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

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

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

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

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

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

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

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

    Fourth Quarter 2024 Highlights

    Earnings Summary

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

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

    Earnings Summary (Continued)

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

    Balance Sheet

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

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

    Financial Metrics

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

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

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

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

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

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

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

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

    Commercial Bank

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

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

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

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

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

    OpenSky

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

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

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

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

    Capital Bank Home Loans

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

    Windsor Advantage

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    Appendix

    Reconciliation of Non-GAAP Measures

     

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

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

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

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

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

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

    ABOUT CAPITAL BANCORP, INC.

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

    FORWARD-LOOKING STATEMENTS

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

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

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

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

    MEDIA CONTACT: Ed Barry (240) 283-1912

    WEB SITE: www.CapitalBankMD.com

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    Quarterly Highlights:

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

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

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

    Selected Financial Highlights

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

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

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

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

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

    Non-GAAP Financial Measures

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

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

    The following table reconciles average equity to average tangible equity:

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

    Forward-Looking Statements

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    HZJL Overview

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

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

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

    Key Transaction Terms

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

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

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

    Comments on HZJL

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

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

    Advisors

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

    About Rising Dragon Acquisition Corporation

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

    About HZJL Cayman Limited

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

    Participants in the Solicitation

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

    No Offer or Solicitation

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

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

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

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

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

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

    Forward-Looking Statements

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Highlights for the Quarter:

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

    Highlights for the Year:

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

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

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

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

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

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

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

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

    Results of Operations – Quarter

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

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

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

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

    Balance Sheet Summary

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

    Results of Operations – Year

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

    Asset Quality

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

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

    Allowance for Credit Losses

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

    Capitalization

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

    Conference Call and Webcast

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

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

    About Preferred Bank

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

    Forward-Looking Statements

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

    Financial Tables to Follow

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

    The MIL Network

  • MIL-OSI USA: Durbin Requests Materials Related To FBI Nominee Kash Patel’s Involvement In Hostage Recovery Mission After Allegations Of Endangering American Citizens

    US Senate News:

    Source: United States Senator for Illinois Dick Durbin
    January 27, 2025
    This is the second known instance of Mr. Patel breaking hostage recovery protocol to inappropriately insert himself in a sensitive or high-profile recovery mission
    WASHINGTON – U.S. Senate Democratic Whip Dick Durbin (D-IL), Ranking Member of the Senate Judiciary Committee, sent a letter to the Federal Bureau of Investigation (FBI), the Department of Defense (DOD), the State Department, and the Department of Treasury requesting they produce all relevant materials related to alleged misconduct by Kash Patel, President Trump’s nominee to be Director of the FBI, related to the rescue of two Americans held captive by Iranian-backed militants in Yemen. Allegedly, Mr. Patel publicly commented without authorization and prior to the confirmed safe retrieval of the two hostages. If true, Mr. Patel appears to have inappropriately involved himself in a sensitive operation with no regard to the safety of the hostages or the success of the mission.
    Durbin wrote, “I have recently received highly credible information revealing that while serving in the first Trump Administration’s National Security Council, Kash Patel broke protocol regarding hostage rescues by publicly commenting without authorization on the then in-progress retrieval of two Americans held captive by Iranian-backed militants in Yemen in October 2020.”
    On October 14, 2020, the Wall Street Journal first published comments from Mr. Patel regarding the hostage swap at 10:55 a.m., several hours before the hostages were confirmed to be in the custody of the United States. In the wake of multiple failed hostage recovery missions, the Hostage Recovery Fusion Cell was created in 2015 as a multi-agency group housed in the FBI tasked with coordinating the recovery of Americans held hostage abroad and improving communications with impacted families and the public. The Fusion Cell’s specific protocols are in place to help protect the privacy of impacted families and ensure the timing for public acknowledgement of a hostage rescue effort does not endanger these sensitive life-or-death missions.
    The letter continued, “The information my office received alleges that Mr. Patel inserted himself inappropriately in a hostage recovery mission and violated these protocols. Mr. Patel, prior to his interview with the Wall Street Journal and contrary to his public assertions, allegedly had no role in the planning, negotiations, or execution of this hostage recovery. The source also alleges the interagency communications were clear that there would be no public comment until after the recovery was complete, and the families were notified.”
    “Mr. Patel’s nomination to be Director of the Federal Bureau of Investigation (FBI) is currently pending before the Senate Judiciary Committee. Among the many qualities and qualifications the Senate must consider when reviewing presidential appointments is whether the nominee has the requisite character and fitness to be entrusted with the authority of their position. This is the second known instance of Mr. Patel breaking hostage recovery protocol to inappropriately insert himself in a sensitive or high-profile recovery mission. An official who puts missions and the lives of Americans in jeopardy for public notoriety and personal gain is unfit to lead the country’s primary federal law enforcement and investigation agency. This Committee has a constitutional obligation to perform oversight over the FBI and to provide advice and consent on the nominations of officers to lead the Bureau,” the letter wrote.
    In the letter, Durbin requests the Hostage Recovery Fusion Cell protocols for public acknowledgement of successful hostage rescue missions, communications between the Hostage Recovery Fusion Cell and Mr. Patel, and all of the cables regarding the rescue mission during the relevant four days in order to validate this new allegation. Durbin requests all relevant information no later than January 30, the date of Mr. Patel’s confirmation hearing.
    In October 2020, Mr. Patel was accused of breaking protocol and incorrectly providing foreign airspace approval during the rescue of Philip Walton in northern Nigeria.
    Full text of the letter is available here and below.
    January 27, 2025
    Dear Acting Director Driscoll, Secretary Hegseth, Secretary Rubio, and Acting Secretary Lebryk:
    I have recently received highly credible information revealing that while serving in the first Trump Administration’s National Security Council, Kash Patel broke protocol regarding hostage rescues by publicly commenting without authorization on the then in-progress retrieval of two Americans held captive by Iranian-backed militants in Yemen in October 2020.
    On October 14, 2020, the Wall Street Journal first published comments from Mr. Patel regarding the hostage swap at 10:55 a.m., several hours before the hostages were in confirmed custody of the United States. In the wake of multiple failed hostage recovery missions, the Hostage Recovery Fusion Cell was created in 2015 as a multi-agency group housed in the FBI tasked with coordinating the recovery of Americans held hostage abroad and improving communications with impacted families and the public. The specific protocols are in place to help protect the privacy of the impacted families and ensure the timing for public acknowledgement of a hostage rescue effort does not endanger these sensitive life-or-death missions. The information my office received alleges that Mr. Patel inserted himself inappropriately in a hostage recovery mission and violated these protocols. Mr. Patel, prior to his interview with the Wall Street Journal and contrary to his public assertions, allegedly had no role in the planning, negotiations, or execution of this hostage recovery. The source also alleges the interagency communications were clear that there would be no public comment until after the recovery was complete, and the families were notified.
    Mr. Patel’s nomination to be Director of the Federal Bureau of Investigation (FBI) is currently pending before the Senate Judiciary Committee. Among the many qualities and qualifications the Senate must consider when reviewing presidential appointments is whether the nominee has the requisite character and fitness to be entrusted with the authority of their position. This is the second known instance of Mr. Patel breaking hostage recovery protocol to inappropriately insert himself in a sensitive or high-profile recovery mission. An official who puts missions and the lives of Americans in jeopardy for public notoriety and personal gain is unfit to lead the country’s primary federal law enforcement and investigation agency. This Committee has a constitutional obligation to perform oversight over the FBI and to provide advice and consent on the nominations of officers to lead the Bureau. To those ends, please provide the following information:
    The Hostage Recovery Fusion Cell protocols for the public acknowledgement of hostage rescue missions, including any ad hoc protocols established specifically for the rescue of Ms. Sandra Loli and Mr. Mikael Gidada;
    All records between February 1, 2020 through October 15, 2020 reflecting or relating to communications between and among Mr. Patel and the Hostage Recovery Fusion Cell concerning the rescue of Ms. Sandra Loli and Mr. Mikael Gidada;
    All interagency cables and memos from October 11, 2020 through October 15, 2020 concerning the rescue of Ms. Sandra Loli and Mr. Mikael Gidada; and
    All records reflecting or relating to authorization permitting Mr. Patel to disclose any details concerning the rescue of Ms. Sandra Loli and Mr. Mikael Gidada prior to receiving confirmation of their retrieval and/or notification to the families.
    Please provide these materials as soon as possible, and no later than January 30, 2025. I appreciate your prompt attention to this important request.
    Sincerely,
    -30-

    MIL OSI USA News

  • MIL-OSI Security: Sapulpa Couple Sentenced for Their Role in Abusing Three-Week-Old Baby

    Source: Office of United States Attorneys

    TULSA, Okla. – Today, U.S. District Judge Sara E. Hill sentenced Jeannie Rene Romero, 25, for Child Abuse and Child Neglect in Indian Country. Judge Hill ordered Jeannie to serve 60 months, followed by five years of supervised release.

    In October 2022, Jeannie was taking care of her three-week-old baby. While changing the baby’s diaper, Jeannie admittedly used unreasonable force, breaking the baby’s femur in half. She failed to seek medical attention for more than 48 hours. Doctors noted that the baby had additional injuries consistent with abuse.

    In June, Judge Hill sentenced Jeannie’s husband, Jacob Alejandro Romero, 24, for Child Neglect in Indian County. Jacob was at work when the abuse occurred. However, the infant’s injury was noticeable, and he failed to seek help. Judge Hill ordered Jacob to serve 24 months imprisonment, followed by five years of supervised release.

    The baby and its sibling were removed from the home and placed in the care of the family members. Jeannie and the baby are citizens of the Muscogee (Creek) Nation.  

    Jeannie will remain in custody pending transfer to the U.S. Bureau of Prisons. Jacob was previously released on bond and taken into custody following his sentencing in June. 

    The FBI and Sapulpa Police Department investigated the case. Assistant U.S. Attorney Stephanie N. Ihler prosecuted the case.

    MIL Security OSI

  • MIL-OSI Security: Louisville Man Sentenced to Over 20 Years in Federal Prison for Carjacking Resulting in Death

    Source: Office of United States Attorneys

    Louisville, KY – Today, a Louisville man was sentenced to 20 years and 5 months in federal prison for a carjacking which resulted in the death of teenage motorist.

    U.S. Attorney Michael A. Bennett of the Western District of Kentucky, Special Agent in Charge Michael E. Stansbury of the FBI Louisville Field Office, Chief Paul Humphrey of the Louisville Metro Police Department, and Shelby County Sheriff Mark Moore made the announcement.

    According to court documents, Michael Dewitt, 31, was sentenced to 20 years and 5 months in federal prison, followed by 5 years of supervised release, for carjacking resulting in death. Dewitt committed a carjacking at gunpoint on March 1, 2021, and stole a 2011 Ford F350 from its owner in Simpsonville, Kentucky. During the immediate flight from the carjacking, and while still in possession of the stolen truck, Dewitt collided with a vehicle on Dixie Highway in Louisville, causing the death of a minor victim. Dewitt had controlled substances in his system at the time.

    There is no parole in the federal system.

    This case was investigated by the FBI Louisville Field Office, the Louisville Metro Police Department, and the Shelby County Sheriff’s Office.

    Assistant U.S. Attorneys Robert Bonar and Mac Shannon prosecuted this case.

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

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    MIL Security OSI

  • MIL-OSI Security: Shenandoah Man Pleads Guilty to Wire Fraud

    Source: Office of United States Attorneys

    CHARLOTTESVILLE, Va. – A Shenandoah, Virginia man pled guilty today to wire fraud for stealing over $200,000 from his former employer.

    Vernon Fisher, 66, pled guilty today to two counts of wire fraud. At sentencing, Fisher faces up to 20 years in prison.

    According to court documents,  from approximately 2017 and continuing through 2021, Fisher was employed by ‘Victim Company,’ a plastics company located in Elkton, Virginia. Fisher served as an accountant and controller and his responsibilities included filing taxes, running payroll, managing cash, bank deposits, and paying company bills on behalf of Victim Company.

    Fisher admitted to engaging in a multi-year scheme to steal from and defraud Victim Company by linking his personal bank accounts to the Victim Company bank accounts. Through a series of over 300 financial transactions, Fisher funneled over $200,000 of company money to his own accounts and used it for personal expenses at Neiman Marcus, Kay Jewelers, Macy’s, Nordstrom, and other high-end retailers.

    Acting U.S. Attorney Zachary T. Lee and Stanley M. Meador, Special Agent in Charge of the FBI’s Richmond Division made the announcement.

    The FBI is investigating the case.

    Assistant U.S. Attorney Sally J. Sullivan is prosecuting the case. 

    MIL Security OSI

  • MIL-OSI Security: ‘LA Dank DMV’ Crew Leader Sentenced for Sophisticated High-Grade Marijuana Distribution Conspiracy

    Source: Office of United States Attorneys

    The Crew Was Armed with Machine Guns and Mass Marketed on 3 Dedicated Websites and Social Media Platforms

                WASHINGTON –Abubakr Banire, 27, of Washington D.C, was sentenced today to 111 months in prison for leading the “LA Dank DMV Crew,” a sophisticated drug trafficking conspiracy that was responsible for bringing hundreds of pounds of high-grade marijuana from California to the metropolitan area, announced U.S. Attorney Edward R. Martin Jr. and FBI Special Agent in Charge Sean Ryan of the Washington Field Office’s Criminal and Cyber Division.

                Banire, aka “Swave,” pleaded guilty on September 29, 2023, to conspiracy to distribute marijuana; unlawful possession of a machine gun; unlawful possession of a firearm by a felon; and possession of a firearm in furtherance of a drug trafficking offense.

                In addition to the 111-month prison term, U.S. District Court Judge Colleen Kollar-Kotelly ordered Banire to serve three years of supervised release. As part of Banire’s guilty plea, he admitted to operating as a leader of the drug distribution conspiracy.

               As part of their distribution scheme, members of the crew relied heavily on mass marketing through three dedicated LA Dank websites, as well as social media platforms like Instagram where individual crew members would advertise the LA Dank brand and LA Dank branded marijuana for sale. Crew members also used rental properties to set up stash houses or points of sale that were used to conduct drug distribution operations for a short period of time before moving on to different locations. 

               The crew is known, and was found to possess numerous firearms, including semi-automatic and fully automatic machine guns, and devices used to convert semi-automatic firearms into fully automatic machine guns. Certain members of the crew also plead guilty to the possession of firearms in furtherance of their drug trafficking operations. In total, approximately 122 pounds of marijuana, 19 firearms, and 10 machine gun conversion devices were recovered.  Three of these nineteen firearms were discovered to be operational machine guns that had been modified with machinegun conversion devices. Seven of these machine gun conversion devices were found in an “LA Dank” branded bag. Two of these firearms were privately made AR-pistol style machine guns, sometimes referred to as “ghost guns.”

               Ledgers and receipts show that the crew trafficked well over 100 kilograms of marijuana into the DMV area for distribution.

               This case was investigated by the FBI’s Washington Field Office, in partnership with the Metropolitan Police Department, Prince George’s County Police Department, and Anne Arundel County Police Department.

     

    LA DANK DMV

     

    Defendant

     

    Sentence

    Abubakr Banire, aka “Swave,” of Los Angeles, CA Pleaded guilty September 29, 2023, to conspiracy to distribute marijuana; unlawful possession of a machine gun; unlawful possession of a firearm by a felon; and possession of a firearm in furtherance of a drug trafficking offense. Sentenced Jan. 27, 2025, to 111 months in federal prison.
    Christopher Akinduro aka “Oshay,” of Upper Marlboro, MD Pleaded guilty October 3, 2023, to conspiracy to distribute 100 kilos or more of marijuana. Sentenced Jan. 17. 2024, to 74 months in federal prison.
    Issac Akinduro, aka “Black,” of Washington D.C. Pleaded guilty October 11, 2023, to conspiracy to distribute 100 kilos or more of marijuana. Sentenced March 14, 2024, to 41 months in federal prison.
    Kavon Duncan, aka “Babyk,” of Upper Marlboro, MD Pleaded guilty October 3, 2023, to conspiracy to distribute 100 kilos or more of marijuana and possession with intent to distribute marijuana. Sentenced Jan 26, 2024, to 71 months in federal prison.
    Avery Bost, aka “Avenue” and “Left,” of Brandywine, MD Pleaded guilty October 27, 2023, to possession with intent to distribute marijuana. Sentenced May 22, 2024, to 37 months in federal prison.
    Joe Blyther, aka “Hawk,” of Bowie, MD Pleaded guilty November 8, 2023, to conspiracy to distribute marijuana; possession of a firearm in furtherance of a drug trafficking offense; possession of a machine gun; and possession of a firearm and ammunition by a felon. Sentenced May 22, 2024, to 120 months in federal prison.
    Randall Lance, aka “Mike Lambo,” of Washington D.C. Pleaded guilty May 23, 2023, to conspiracy to distribute more than 100 kilograms of marijuana. Sentenced Oct. 10, 2023, to 63 months in federal prison.
    Omar Butler, aka “O,” of Washington D.C. Pleaded guilty Nov. 3, 2023, to conspiracy to distribute marijuana. Sentenced March 4, 2024, to 18 months in federal prison.

                This case was prosecuted by Assistant United States Attorneys Justin F. Song and Meredith E. Mayer-Dempsey of the Federal Major Crimes Section and Thomas Strong of the Violence Reduction and Trafficking Offenses Section of the U.S. Attorney’s Office for the District of Columbia.

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    MIL Security OSI

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

    Source: Office of United States Attorneys

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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    MIL Security OSI

  • MIL-OSI USA: Attorney General Bonta Announces Five Arrests During Operation “To Catch a Predator” in Madera County

    Source: US State of California

    Monday, January 27, 2025

    Contact: (916) 210-6000, agpressoffice@doj.ca.gov

    FRESNO – California Attorney General Rob Bonta, together with the Madera County Sheriff’s Office and California Highway Patrol, today announced the results of operation “To Catch a Predator” which targeted sexual predators who use the internet to seek out potential underage victims. Over the course of the three-day operation, five suspects were arrested and charged with contacting and meeting with minors for sexual purposes. The California Department of Justice’s Fresno Human Trafficking Sexual Predator Apprehension (HT-SPAT), the Madera County Sheriff’s Office, and the California Highway Patrol (CHP) joined forces in a three-day multi-jurisdictional operation, which was completed on January 18, 2025.
     
    “The exploitation of children will not be tolerated in California,” said Attorney General Rob Bonta. “The National Center of Missing and Exploited Children and the FBI estimate there are 500,000 online predators active each day. One child exploited is one too many. I would like to thank the efforts of our partners who helped conduct this operation. When we work together, we get results.” 
     
    “We are grateful for our ongoing partnership with the CA DOJ Human Trafficking Team in Fresno and CA Highway Patrol, and our shared commitment to protecting one of our most vulnerable populations, said Madera County Sheriff Tyson Pogue. “May this operation and subsequent arrests be a reminder to all that we will not tolerate predators in Madera County.”
     
    “The safety and well-being of our children is our top priority,” said CHP Commissioner Sean Duryee. “This operation demonstrates our unwavering commitment to protecting California’s most vulnerable residents and holding those who prey on them accountable. We will continue to work tirelessly with our partners to ensure that no child is ever subjected to such harm.”
     
    Agents and officers identified subjects looking to exploit minors for the purpose of committing sexual acts.  During the operation, undercover agents and detectives posed as minors on various social media platforms and websites commonly used by child sex predators. After being identified, the suspects were located and arrested. All suspects were booked into the Madera County Jail and were charged with Penal Code Section 288.3 – contacting a minor for sexual purposes and Penal Code Section 288.4 – meeting with a minor for sexual purposes. The Madera County District Attorney’s Office will be prosecuting the cases.
     
    The CA DOJ Victims’ Services Unit (VSU) works in conjunction with victim service providers and all across the state to provide victim-centered, trauma-informed, and culturally-sensitive support services to all crime victims, including underserved, at-risk, underrepresented, and vulnerable populations. More information about VSU is available at oag.ca.gov/victimservices or by calling (877) 433-9069 or emailing VSU atVictimServices@doj.ca.gov. 

    If you or someone you know is being forced to engage in any activity and cannot leave, you can call the National Human Trafficking Hotline at 1-888-373-7888 to access help and services. If you or someone else is in immediate danger, call 9-1-1. Additional information and resources to support survivors of human trafficking is available here.
     

    # # #

    MIL OSI USA News

  • MIL-OSI Security: Richmond Heights Hotel Manager Sentenced to 39 Months in Prison for Financial Fraud

    Source: Office of United States Attorneys

    ST. LOUIS – U.S. District Judge Henry E. Autrey on Thursday sentenced the former assistant general manager of a Richmond Heights, Missouri hotel to 39 months in prison for committing multiple frauds and ordered her to repay $226,882.

    From March to October of 2023, Angelique Patterson, 40, manipulated the hotel’s reservation system to alter the records of customers who had paid using cash or credit cards. Patterson retroactively changed those reservations to falsely show that the customers had used the hotel’s loyalty rewards system “points” for their stay. She then added her own credit or debit card information into the system and had the customers’ payments “refunded” to her.

    On Oct. 4, 2023, although not on duty, Patterson tried to use the hotel’s desk computer and a coworker’s credentials to fraudulently refund herself an additional $61,998.

    Patterson also used hotel customers’ credit card information from August through September of 2021 to make fake charges via the entertainment company she owned, Angel Entertains LLC. She obtained or tried to obtain $109,000 that way.

    Patterson pleaded guilty in U.S. District Court in St. Louis in September to five counts of wire fraud.

    The FBI investigated the case. Assistant U.S. Attorneys Gwen Carroll and Cort VanOstran prosecuted the case. 

    MIL Security OSI

  • MIL-OSI Security: Ahoskie Gang Member “Woo” Sentenced to 8 Years in Prison After Conviction for Firearm and Drug Trafficking Offenses

    Source: Office of United States Attorneys

    RALEIGH, N.C. – An Ahoskie gang member was sentenced to 100 months in prison and five years of supervised release, after authorities found drugs and a firearm in his home.  On September 30, 2024, Rodney Lamont Evans, a.k.a. “Woo,” pled guilty to the charges.

    “This case is a testament to the hard work and dedication of our local, state, and federal partners,” said Hertford County Sheriff Dexter Hayes. “Their relentless efforts to investigate, prosecute, and bring to justice those who threaten the safety of our citizens reflect our shared commitment to a safer community.”

    According to court documents and other information presented in court, authorities in Ahoskie received information on August 8, 2022, that Evans, 47, a member of the Bloods gang, was distributing narcotics out of his home on McGlohon Street. On that date, law enforcement executed a search warrant at Evans’s residence.  Upon their arrival, Evans fled through a window and attempted to hide on the roof but was soon found.  Inside Evans’s home, authorities discovered nearly 360 grams of cocaine, over 5 grams of crack, over 1,700 grams of marijuana, a firearm, ammunition, multiple digital scales, and drug packaging materials.  The investigation also revealed that Evans had previously participated in the sale of homemade machinegun conversion devices, or “switches,” with a fellow member of the Bloods.

    Evans was previously convicted of indecent liberties with a child and multiple charges of possession with intent to sell cocaine in North Carolina. 

    Michael F. Easley, Jr., U.S. Attorney for the Eastern District of North Carolina, made the announcement after sentencing by U.S. District Judge Terrence W. Boyle.  The Federal Bureau of Investigation (FBI); the Bureau of Alcohol, Tobacco, and Firearms (ATF); the Down East Drug and Violent Crime Task Force; and the Hertford County Sheriff’s Office investigated the case, and Assistant U.S. Attorney’s Lori Warlick and Sarah Nokes prosecuted the case.

    Related court documents and information can be found on the website of the U.S. District Court for the Eastern District of North Carolina or on PACER by searching for Case No. 2:23-CR-23-BO-RN.

    MIL Security OSI

  • MIL-OSI Security: Suburban Chicago Businessman Sentenced to Three Years in Prison for Bank Fraud

    Source: Office of United States Attorneys

    CHICAGO — A suburban Chicago businessman has been sentenced to three years in federal prison for fraudulently obtaining millions of dollars in mortgage and vehicle loans and using stolen identities to secure credit from financial institutions.

    YALE SCHIFF fraudulently obtained mortgage loans, vehicle loans, lines of credit, and credit cards by making false statements to financial institutions regarding his employment, income, and encumbrances on the collateral he pledged for the loans.  After obtaining the loans, Schiff filed false documents with the Cook County Recorder of Deeds, causing the fraudulent release of the liens.  Schiff then pocketed the loan proceeds, causing losses to the lenders. Schiff used the same mortgaged properties for multiple loans, each time fraudulently removing the lien and keeping the proceeds.

    Schiff used various false and stolen identities to carry out his fraud scheme.  Schiff bought vehicles under the false identities and fraudulently removed liens on the cars before selling them for a profit.  He also opened bank accounts and lines of credit using the false identities and other aliases, funding the accounts with advances from other fraudulently obtained lines of credit and credit cards.  In one instance, Schiff used a credit card issued in the name of an elderly woman whom he knew was in a memory care facility at the time, and in another instance he used a credit card issued in the name of a friend who had passed away.

    Schiff, 50, of Riverwoods, Ill., pleaded guilty in 2023 to a federal bank fraud charge. In addition to the prison sentence, U.S. District Judge Mary M. Rowland on Jan. 16, 2025, ordered Schiff to pay $2,955,954 in restitution.

    The sentence was announced by Morris Pasqual, Acting United States Attorney for the Northern District of Illinois, Douglas S. DePodesta, Special Agent-in-Charge of the Chicago Field Office of the FBI, and Ruth Mendonça, Inspector-in-Charge of the Chicago Division of the U.S. Postal Inspection Service.

    “Defendant, over the course of at least 13 years, engaged in a calculated, sustained, prolonged, multi-faceted scheme to defraud multiple financial institutions, individual buyers of property, and individuals whose identity he used,” Assistant U.S. Attorney Sheri H. Mecklenburg argued in the government’s sentencing memorandum.  “Defendant’s conduct was prolonged, willful, and widespread.”

    Schiff’s brother, JASON SCHIFF, of Lincolnwood, Ill., and a business associate, DAVID IZSAK, of Chicago, were also charged as part of the federal investigation. Jason Schiff pleaded guilty to causing a false report and statement to be made to the U.S. Department of Housing and Urban Development.  Jason Schiff was sentenced to three years of probation and ordered to pay $306,610 in restitution. A jury convicted Izsak on ten counts of financial institution fraud.  Izsak is awaiting sentencing.

    MIL Security OSI

  • MIL-OSI Security: Kidnapper of Alexandria, Virginia, Couple Sentenced to 108 Months in Federal Prison

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

               WASHINGTON – Robbie Terrell Clark, 27, of Washington D.C., was sentenced today in U.S. District Court to 108 months in federal prison for his role in the September 2022 kidnapping and robbery of a pair of victims in Alexandria, Virginia. 

               The sentence was announced by U.S. Attorney Edward R. Martin Jr. for the District of Columbia and FBI Special Agent in Charge Sean Ryan of the Washington Field Office Criminal and Cyber Division. 

               Clark pleaded guilty on May 21, 2024, before U.S. District Court Judge Amy Berman Jackson, to one count of conspiracy to commit kidnapping. In addition to the 108-month prison-term, Judge Berman Jackson ordered Clark to serve four years of supervised release. 

               According to court documents, Clark and his co-conspirators stalked their intended victims before kidnapping and robbing them at gunpoint inside their Alexandria, Virginia apartment building. On September 2, 2022, the co-conspirators planted a GPS tracking device on one of the victim’s Mercedes, which they used to monitor the victims’ locations.  

               On September 3, 2022, the victims attended a family gathering in Maryland. Seizing the opportunity to catch their victims unaware, Clark and his co-conspirators traveled from Washington, D.C. to Virginia in a stolen white Kia and to the victim’s home, where they laid in wait, armed with guns and carrying zip ties. Clark and his co-conspirators were wearing dark clothing, masks, and latex gloves.

               When the victims returned home later that night, Clark and his co-conspirators ambushed them in their parking garage at gunpoint, stealing two Audemars Piguet watches worth $120,000, another $63,500 worth of jewelry, other clothing, and the keys to a victim’s Mercedes.

               After robbing them, and pistol-whipping them with their guns, Clark and the co-conspirators led the victim couple to one of the victim’s apartments. Inside, the co-conspirators continued to hold the victims at gunpoint and ransacked the residence, demanding money. The co-conspirators were unable to locate any money before a security alarm was triggered and the co-conspirators fled, leaving behind several plastic zip ties. 

               Clark and his co-conspirators fled the apartment building shortly before 2 a.m. on September 4, 2022, in the stolen white Kia and the victims’ Mercedes and returned to the District. Law enforcement found the stolen Mercedes hours later in Maryland with the GPS tracking device still attached. Following a lengthy investigation, Clark was identified as a participant and arrested on August 16, 2023, in Washington, D.C. He has been held since.

               At the time of the incident, Clark had a felony conviction in Maryland for possessing a handgun in a vehicle. 

               Clark’s co-conspirator, Tyree McCombs, pleaded guilty on August 14, 2024, to conspiracy to interfere with interstate commerce by robbery in connection with this offense as well as to a separate kidnapping committed two months later. McCombs is awaiting sentencing.

               This case was investigated by FBI Washington Field Office’s Violent Crimes Task Force. The Fairfax County Police Department assisted with the investigation. The matter is being prosecuted by Assistant U.S. Attorney Charles Jones for the District of Columbia.

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    MIL Security OSI

  • MIL-OSI Security: Kansas City Man Pleads Guilty to Conspiracy to Traffic Machine Guns

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

    KANSAS CITY, Mo. – A Kansas City, Kansas, man has been sentenced in federal court for his role in a conspiracy to distribute fentanyl.

    Alonso Alfredo Nunez, also known as “Bullet,” 20, was sentenced by U.S. District Judge Greg Kays on Thursday, Jan. 23, to 15 years in federal prison without parole.

    On April 10, 2024, Nunez pleaded guilty to participating in a conspiracy to distribute fentanyl. Nunez admitted that he and co-defendant Jaloany Garcia-Medina, also known as “J. Lo,” 22, of Kansas City, Kan., working together, sold fentanyl on multiple occasions to a confidential informant working for the Jackson County Drug Task Force.

    Nunez and Garcia-Medina sold approximately 1,000 fentanyl pills to a confidential informant on each of six separate occasions during the six months of the conspiracy from July 25 to Dec. 18, 2022. A different FBI confidential source reported that Nunez was supplied 200 to 500 fentanyl-laced pills weekly from July 2022 through December 2022.

    Garcia-Medina has pleaded guilty to her role in the drug-trafficking conspiracy and awaits sentencing.

    This case is being prosecuted by Assistant U.S. Attorney Trey Alford. It was investigated by the Jackson County Drug Task Force and the FBI.

    MIL Security OSI

  • MIL-OSI Security: Morrisville, Vermont Man Sentenced to 18 Months of Incarceration in Firearm Possession Case

    Source: Office of United States Attorneys

    Burlington, Vermont – The United States Attorney’s Office for the District of Vermont stated that on January 23, 2025, Jordan Phelps, 36, of Morrisville, Vermont was sentenced by Chief United States District Judge Christina Reiss to 18 months’ imprisonment to be followed by a three-year term of supervised release. Phelps previously pleaded guilty to being an unlawful user of controlled substances, specifically cocaine base, in possession of a firearm.

    According to court records, on March 11, 2024, Jordan Phelps called the Morristown Police Department on four occasions and threatened to go to the home of a sworn member of law enforcement. The threatening phone calls were recorded, and law enforcement investigated Phelps. The investigation demonstrated that Phelps sought to go to the officer’s home in response to what Phelps considered was unlawful surveillance of his activities. On March 13, 2024, law enforcement executed a state search warrant at Phelps’ residence that led to the seizure of a loaded Marlin Model 336 .30-30 Caliber Rifle from Phelps’ bedroom. Further investigation into Phelps revealed that he was an unlawful user of controlled substances.

    Acting United States Attorney Michael P. Drescher commended the collaborative investigatory efforts of the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF), the Federal Bureau of Investigation (FBI), the Morristown Police Department, the Stowe Police Department, the Lamoille County Sheriff’s Department, and the Vermont State Police.

    The case was prosecuted by Assistant U.S. Attorney Zachary Stendig. Phelps was represented by Chandler Matson, Esq.

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

    MIL Security OSI

  • MIL-OSI Security: Newark Man Charged With Firearm And Narcotics Offenses

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

    NEWARK, N.J. – A Newark man has been charged with firearm and narcotics offenses, Acting U.S. Attorney Vikas Khanna announced.

    Khalif Irving, 25, of Newark, New Jersey, was charged in a three-count complaint with possession of a firearm and ammunition by a convicted felon, possession with intent to distribute fentanyl, and possession of a firearm in furtherance of a drug trafficking crime.  He had an initial appearance before U.S. Magistrate Judge Michael A. Hammer in Newark federal court on January 24, 2025, and was ordered detained.

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

    Irving, a/k/a “Kah Kah,” has been advertising narcotics for sale on social media and posting photos depicting firearms.  On January 23, 2025, Irving stowed a loaded firearm in a utility box affixed to the side of a building at the Janice Kromer Village apartments.  Minutes later, law enforcement recovered the firearm, arrested Irving, and recovered suspected narcotics from Irving’s person.

    The offense of possession of a firearm and ammunition by a convicted felon charged in Count One of the Complaint carries a maximum penalty of 15 years’ imprisonment and a maximum fine of $250,000.  The offense of possession with intent to distribute narcotics charged in Count Two of the Complaint carries a maximum penalty of 20 year’ imprisonment and a maximum fine of $1 million.  The offense of possession of a firearm in furtherance of a drug trafficking crime charged in Count Thee of the Complaint carries a mandatory minimum penalty of 5 years’ imprisonment and a maximum of life imprisonment, which must run consecutively to any other term of imprisonment and a maximum fine of $250,000.   

    Acting U.S. Attorney Khanna credited special agents and task force officers of the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF), under the direction of Special Agent in Charge L.C. Cheeks Jr., the Newark Police Department, under the direction of Public Safety Director Emanuel Miranda, and the North Bergen Police Department, under the direction of Chief Robert Farley with the investigation leading to today’s charges.

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

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

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

                                                     ###

    Defense counsel: Michael Thomas, Assistant Federal Public Defender

    MIL Security OSI

  • MIL-OSI: Finding the Best Wireless Modem for Rural America: Results are in, and Nomad Air 2 is 10X faster than Local DSL

    Source: GlobeNewswire (MIL-OSI)

    NEW BRAUNFELS, Texas, Jan. 27, 2025 (GLOBE NEWSWIRE) — Nomad Internet, a leader in providing high-speed internet solutions for rural America, has announced breakthrough results from a rigorous modem testing initiative led by Jaden Garza, CINO at Nomad Internet & Jessica Garza, Chief Operating Officer of Nomad Internet. The company’s new Nomad Air 2 Wireless Modem outperformed local DSL networks by over 10 times, achieving blazing-fast download speeds of 513 Mbps compared to the local DSL average of 39.6 Mbps in real-world rural environments.

    The tests, conducted in areas with zero traditional cell service, were designed to evaluate the performance of over a dozen wireless modems from leading manufacturers under real-world rural conditions. The results proved that the Nomad Air 2 is the best option for rural communities and a significant step forward in closing the digital divide.

    “This is game-changing for rural America,” said Jaden Garza, CINO at Nomad Internet. “We pushed these modems to their limits in places with no urban network advantages, and the Nomad Air 2 consistently delivered speeds faster than even some fiber networks. It’s a testament to our commitment to bringing high-speed, reliable internet to the last mile.”

    Real-World Results, Real Impact

    The testing process included hours of rigorous analysis and optimization by Garza and his team, with the Nomad Air 2 achieving a download speed of 513 Mbps—outshining all other modems tested.
    “This modem is a game-changer for rural or underserved people. It levels the playing field, providing access to affordable, high-speed internet for people who traditional providers have left behind,” added Jessica Garza.

    Partnerships Driving Innovation

    Nomad Internet credited partners like Inseego Corp, whose modem technology played a pivotal role in delivering these speeds, and Ookla, which provided the tools to measure this breakthrough.
    “We are grateful for the incredible work of Inseego Corp and partners like Ookla, whose technology makes advancements like this possible,” Mr. Garza said.

    Closing the Digital Divide

    The Nomad Air 2 represents Nomad Internet’s mission to close the digital divide, empowering rural communities with faster, more reliable, and more affordable connectivity than ever before. Whether it’s for work, education, or entertainment, this modem ensures no one is left behind.

    A Look Back at All the New Launches by Nomad Internet in 2025

    While the record-breaking modem speeds have taken center stage, Nomad Internet is also introducing new products and initiatives to enhance connectivity and customer engagement further.

    Nomad Omni Data

    One of the company’s most anticipated launches, Nomad Omni Data, redefines rural internet connectivity by offering simultaneous access to two of America’s largest networks.

    Key Features of Nomad Omni Data:

    • Dual-Network Access: The modem transitions to the most rapid and robust network signal.
    • Unlimited Data: Users experience limitless browsing, streaming, and gaming without concerns about data limits or throttling.
    • Blazing Speeds: Boasting download speeds reaching 1 Gbps, users enjoy smooth streaming, swift downloads, and gaming without interruptions.
    • Affordable Upgrade: For only $19.95/month, users can access the complete capabilities of dual-network power.

    This feature is ideal for rural families, digital nomads, and gamers who demand reliable, high-speed internet regardless of location.

    Unlimited Power Plan

    The Unlimited Power Plan has been designed by Nomad Internet for customers seeking unparalleled connectivity at an unbeatable value. This plan caters to modern, mobile lifestyles priced at $119.95 per month with a lifetime discount of $30.

    Features of the Unlimited Power Plan:

    • 500 Mbps Speeds: Say goodbye to buffering and enjoy ultra-fast connections for video calls, streaming, and more.
    • 8K Streaming: Experience unparalleled clarity for entertainment and content creation.
    • Low Latency: Competitive gamers can enjoy smooth, lag-free gameplay.

    The Unlimited Power Plan highlights Nomad Internet’s dedication to providing affordable, flexible solutions that enable users to remain connected regardless of location.

    #NomadSpeedChallenge

    Nomad Internet has introduced the #NomadSpeedChallenge to commemorate its progress, encouraging customers to post their internet speed results to win a year of complimentary Nomad Internet service.

    How to Participate:

    1. Test the Speed: Run a speed test using tools like Ookla or Fast.com.
    2. Capture the Results: Take a screenshot or record the speed test.
    3. Share the Experience: Post the results on social media platforms like X, Facebook, Instagram, or TikTok using the hashtags #NomadSpeedChallenge and #NomadInternet, and tag @NomadInternet.
    4. Submit the Entry: Upload the speed test and social media link to the official contest page.

    This initiative celebrates Nomad Internet’s achievements and builds a sense of community among users who rely on its services to power their digital lives.

    Empowering Connectivity in the Digital Age

    The industry leader in rural connectivity, Nomad Internet, released the Nomad Air 2 gadget and additional products, starting with the Unlimited Power Plan and Nomad Omni Data. Nomad Internet is dedicated to breaking down digital connectivity barriers and empowering individuals in rural and remote areas to enjoy the high-speed internet they need to succeed in today’s digital landscape.

    Jessica Garza emphasized that Nomad Internet delivers high-speed internet to the communities that need it most. “We are transforming possibilities for rural and nomadic populations through unprecedented modem speeds, creative data plans, or customer initiatives such as the #NomadSpeedChallenge.”

    About Nomad Internet

    Nomad Internet is America’s leading wireless internet provider for rural communities, delivering high-speed, reliable, and affordable connectivity to those in areas where traditional services fall short.

    For more information, visit www.nomadinternet.com.

    Media Contact

    Company Name: Nomad Internet

    Contact Person: Manish Roshan

    Email: manish@nomadinternet.com

    Website: https://nomadinternet.com

    Phone: +1 281 800 1000

    Disclaimer: This content is provided by the Nomad Internet. The statements, views, and opinions expressed in this column are solely those of the content provider. The information shared in this press release is not a solicitation for investment, nor is it intended as investment, financial, or trading advice. It is strongly recommended that you conduct thorough research and consult with a professional financial advisor before making any investment or trading decisions. Please conduct your own research and invest at your own risk.

    Photos accompanying this announcement are available at:

    https://www.globenewswire.com/NewsRoom/AttachmentNg/b9f5723c-5676-4c59-9960-f213d8175c52

    https://www.globenewswire.com/NewsRoom/AttachmentNg/738a6ea2-75fe-4998-8d85-0eb2ad6e1e7b

    https://www.globenewswire.com/NewsRoom/AttachmentNg/3d225766-a42d-4881-9678-5cb04c297ea1

    The MIL Network

  • MIL-OSI: Embrace Change Acquisition Corp. Announces Entering into a Definitive Merger Agreement with Tianji

    Source: GlobeNewswire (MIL-OSI)

    SAN DIEGO, Jan. 27, 2025 (GLOBE NEWSWIRE) — Embrace Change Acquisition Corp. (“Embrace Change”) (NASDAQ: EMCG, EMCGU, EMCGR), a publicly traded special purpose acquisition company, and Tianji Tire Global (Cayman) Limited (“Tianji,” or the “Company”), a leading tire manufacturer with operations mainly conducted by its subsidiaries based in mainland China, today announced that they have entered into a definitive merger agreement (the “Merger Agreement”) that will result in Tianji becoming a publicly listed company upon the closing of the transaction contemplated there in (the “Proposed Transaction”) on January 26, 2025. Upon closing, the combined company will be renamed “Tianji Tire Global Group (Cayman) Limited” (the “Combined Company”) and expects to list its Class A ordinary shares on Nasdaq.

    Tianji is a leading tire manufacturer with operations mainly conducted by its subsidiaries based in mainland China, specializing in the design, research and development, production and sales of tires, with a primary focus on all-steel, tubeless radial tires for medium- and short-distance transportation.

    Key Transaction Terms

    As provided in the Merger Agreement, the merger consideration is $450 million, payable by newly-issued securities of the Combined Company valued at $10.00 per share.

    Cash proceeds raised will consist of Embrace Change’s approximately $26 million in trust (assuming no redemptions by Embrace Change’s existing public shareholders) which is anticipated to support the Company’s growth capital needs and to be used for general working capital purposes. After the closing, Tianji shareholders are expected to retain a majority of the outstanding shares of the Combined Company and Tianji will designate a majority of proposed directors for the Combined Company’s board.

    The Tianji management team, led by its CEO Hailong Cheng, will continue to run the Combined Company after the closing of the Proposed Transaction.

    The boards of directors of Tianji, Embrace Change and Embrace Change’s two merger subsidiaries have unanimously approved the Proposed Transaction, which is expected to be completed in mid–2025, subject to, among other things, approval by Embrace Change’ and Tianji’ shareholders, and satisfaction (or waiver, as applicable) of the conditions provided in the Merger Agreement, including regulatory approvals and other customary closing conditions, including a registration statement in connection with the Proposed Transaction being declared effective by the U.S. Securities and Exchange Commission (the “SEC”).

    Additional information about the Proposed Transaction, including a copy of the Merger Agreement, will be provided in a Current Report on Form 8-K to be filed by Embrace Change with the SEC and available at www.sec.gov. Additional information about the Proposed Transaction will be described in the Registration Statement, which Embrace Change and/or its subsidiary will file with the SEC.

    Advisors

    Loeb & Loeb LLP, Ogier (Cayman) LLP and Beijing Dacheng Law Offices, LLP are serving as legal advisor to Embrace Change. Han Kun Law Offices LLP and Harney Westwood & Riegels are serving as legal advisor to Tianji.

    About Tianji

    Tianji is a leading tire manufacturer with operations mainly conducted by its subsidiaries based in mainland China, specializing in the design, research and development, production and sales of tires, with a primary focus on all-steel, tubeless radial tires for medium- and short-distance transportation. The Company’s collection of tires is curated under six renowned brands, namely the premium brand SEMES, the mid- to high-end brand Tianxin, the mass-market brands Lunaite, Aoben and GFT Rider, as well as the brand Kuangshan Jiuhao designed specifically for mining transportation. Each of these brands stands out in quality and technical performance characteristics with distinctive features and precise identities.

    Founded in 2020, Tianji has successfully established an extensive presence in China, and is continuing to expand its footprint nationwide to reach more potential customers.

    About Embrace Change Acquisition Corp.

    Embrace Change Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

    Additional Information and Where to Find It

    In connection with the Proposed Transaction, Embrace Change and/or its subsidiary will file with the SEC a Registration Statement on Form F-4 (as amended, the “Registration Statement”), which will include a proxy statement/prospectus. After the Registration Statement is declared effective, Embrace Change will send the proxy statement/prospectus and other relevant documents to its shareholders. This press release is not a substitute for the proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TIANJI, EMBRACE CHANGE, THE PROPOSED TRANSACTION AND RELATED MATTERS. The Registration Statement and any other relevant filed documents (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Embrace Change at https://www.Embrace Change.com/insights or upon written request at Embrace Change Acquisition Corp., 5186 CARROLL CANYON RD, SAN DIEGO, CA, 92121.

    Forward-Looking Statements

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

    Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the pending business combination, including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals; (ii) risks related to the ability of Embrace Change and the Company to successfully integrate the businesses; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of the Company or Embrace Change; (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 Embrace Change’s securities; (vii) the risk that the Proposed Transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (viii) the Company’s estimates of expenses and profitability; and (ix) risks relating to the Combined Company’s ability to enhance its services and products, execute its business strategy, expand its customer base and maintain stable relationship with its business partners.

    A further list and description of risks and uncertainties can be found in the Prospectus filed on August 9, 2022 relating Embrace Change’s initial public offering and in the Registration Statement and proxy statement that will be filed with the SEC by Embrace Change and/or its subsidiary in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Embrace Change, the Company and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

    No Offer or Solicitation

    This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Embrace Change or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

    Participants in the Solicitation

    Embrace Change and the Company, and certain shareholders of Embrace Change, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Embrace Change ordinary shares in respect of the proposed transaction. Information about Embrace Change’s directors and executive officers and their ownership of Embrace Change ordinary shares is set forth in the Prospectus filed on August 9, 2022 and filed with the SEC as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of that filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the Registration Statement/proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.

    Tianji and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Embrace Change in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the Registration Statement/proxy statement pertaining to the proposed transaction when it becomes available for the proposed business combination.

    Contacts:

    Embrace Change Acquisition Corp.
    contact@embracechange.top

    Tianji Tire Global (Cayman) Limited
    Ray Jin
    ray966@msn.com 

    The MIL Network

  • MIL-OSI Security: Director Wray Visits FBI Offices in Cheyenne and Denver

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

    Earlier this week, FBI Director Christopher Wray visited the Denver Field Office and met with FBI employees and partners from across Colorado and Wyoming.

    His trip to Wyoming included a productive discussion with law enforcement in the state about the importance of collaboration to fulfilling our shared mission, noting that “partnerships are more important now than they’ve ever been.” While in Wyoming, Director Wray also visited F.E. Warren AFB, where he met with military partners to discuss the many ways the FBI is working with the Department of Defense to protect against threats posed by hostile foreign nations.

    In Denver, Director Wray sat down with partners from across law enforcement, the private sector, and academia in Colorado and Wyoming, thanking them for their partnership and emphasizing the need to continue working together to stay ahead of cyber, counterintelligence, and counterterrorism threats. The group also discussed the importance of continued collaboration to defend against threats to our critical infrastructure, and emerging challenges such as criminal use of artificial intelligence and cryptocurrency. While in Colorado, Director Wray also met with officials from the Bureau of Prisons at one of their facilities.

    Director Wray pledged the FBI’s intent to try to continue to support law enforcement partners in Colorado and Wyoming through training, investigative services, and support, despite the increasingly limited budget environment. “There’s a force multiplier effect that comes from constant engagement and collaboration,” Director Wray said, “and you can count on us to keep focusing on how to be the best partner.”

    FBI Denver serves all of Colorado and Wyoming. The office has nine resident agencies covering the two states. This trip marks Director Wray’s third visit to the Denver Field Office and his first visit to Wyoming as FBI Director.

    MIL Security OSI

  • MIL-OSI: $TOCKHOLDER ALERT: The M&A Class Action Firm Launches Legal Inquiry for the Merger – AUB, CYTH, PDCO, SKGR

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Dec. 21, 2024 (GLOBE NEWSWIRE) — Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and are investigating:

    • Atlantic Union Bankshares Corp. (NYSE: AUB), relating to a proposed merger with Sandy Spring Bancorp, Inc. Under the terms of the agreement, all Sandy Spring shares will automatically be converted into the right to receive 0.900 shares of AUB, and cash in lieu of fractional shares.

    ACT NOW. The Shareholder Vote is scheduled for February 5, 2025.

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

    • Cyclo Therapeutics, Inc. (NASDAQ: CYTH), relating to its proposed merger with Rafael Holdings, Inc. Under the terms of the agreement, Cyclo common stock will automatically be converted into the right to receive shares of Rafael common stock.

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

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

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

    • SK Growth Opportunities Corporation (NASDAQ: SKGR), relating to the proposed merger with Webull Corp. Under the terms of the agreement, shares of SK Growth will be converted into shares of Webull Corp.

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network

  • MIL-OSI: $TOCKHOLDER ALERT: The M&A Class Action Firm Urges Shareholders of USAP, NBR, ALTR, SASR to Take Immediate Action

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Dec. 21, 2024 (GLOBE NEWSWIRE) — Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and are investigating:

    • Universal Stainless & Alloy Products Inc. (Nasdaq: USAP), relating to its proposed merger with Aperam US Absolute LLC. Under the terms of the agreement, all USAP shares will be automatically converted into the right to receive $45.00 per share.

    ACT NOW. The Shareholder Vote is scheduled for January 15, 2025.

    Click here for more information https://monteverdelaw.com/case/universal-stainless-alloy-products-inc/. It is free and there is no cost or obligation to you.

    • Nabors Industries Ltd. (NYSE: NBR), relating to its proposed merger with Parker Wellbore Co. Under the terms of the agreement, Nabors will acquire Parker Wellbore’s issued and outstanding common shares in exchange for 4.8 million shares of Nabors common stock, subject to a share price collar.

    ACT NOW. The Shareholder Vote is scheduled for January 17, 2025.

    Click here for more information https://monteverdelaw.com/case/nabors-industries-ltd-nbr/. It is free and there is no cost or obligation to you.

    • Altair Engineering Inc. (NASDAQ: ALTR), relating to a proposed merger with Siemens AG. Under the terms of the agreement Altair stockholders will receive $113.00 per share in cash.

    ACT NOW. The Shareholder Vote is scheduled for January 22, 2025.

    Click here for more information https://monteverdelaw.com/case/altair-engineering-inc-altr/. It is free and there is no cost or obligation to you.

    • Sandy Spring Bancorp, Inc. (Nasdaq: SASR), relating to a proposed merger with Atlantic Union Bankshares Corp. Under the terms of the agreement, all Sandy Spring shares will automatically be converted into the right to receive 0.900 Atlantic Union shares, and cash in lieu of fractional shares.

    ACT NOW. The Shareholder Vote is scheduled for February 5, 2025.

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

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

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

    About Monteverde & Associates PC

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

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

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

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

    The MIL Network

  • MIL-OSI Security: Dearborn, Michigan Man, Who Used Fake Refund Scheme to Defraud Retailers of More Than $4 Million, Sentenced to Three Years in Prison

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

    Lead defendant obtained more than $1.7 million in fraud proceeds on goods he falsely claimed he returned or never received

    Seattle – A 27-year-old Dearborn, Michigan, man was sentenced today in U.S. District Court in Seattle to three years in prison and three years of supervised release for a fraud scheme damaging retailers across the country, announced First Assistant U.S. Attorney Teal L. Miller. Sajed Al-Maarej operated “Simple Refunds” through the messaging service Telegram, where coconspirators were encouraged to purchase items from retailers Al-Maarej claimed he could defraud. Al-Maarej and his staff of “professional refunders” impersonated the purchaser and lied to the retailer about the status of the item to secure a refund for the purchaser, while permitting the purchaser to keep the ordered item. The scheme caused more than $4 million in losses for retailers and induced young adults nationwide to join a criminal scheme. At sentencing U.S. District Judge Robert S. Lasnik noted that the fraud “was a difficult and expensive proposition” for the victim companies. “We need to send a message that this behavior is criminal,” Judge Lasnik said.

    “This defendant enticed many young and naïve online contacts to his illegal refunding scheme – some perhaps believed Al-Maarej’s spiel that this conduct was not illegal. They were badly misled,” said First Assistant U.S. Attorney Teal L. Miller. “This fraudulent refund scheme hurts retailers and ultimately raises prices for all of us. Al-Maarej got his expensive toys by convincing others to become complicit in his crimes.”

    According to records in the case, between September 2020 and December 2022, Al-Maarej represented to prospective purchasers that they could buy high value goods and keep them, while falsely claiming to the merchant company that a refund was due. Purchasers provided Al-Maarej information about their purchase (order number, name, address, value) and for a cut of the refund, Al-Maarej and his coconspirators would seek a refund by making false representations. For example, Simple Refunds would claim the item had not been delivered; was irretrievably damaged; or would have the purchaser mail a box of garbage or junk back to the company – once the package was scanned at the shipping point the refund was often issued before the box arrived back and the fraud was discovered. Al-Maarej recruited “insiders” at UPS and the US Postal Service who would input false scans into the order tracking history to make it appear items had been lost in shipping, stolen from the mail, or returned to the company.

    The end goal was for the purchaser to keep the product and get their money back. The purchaser then paid Al-Maarej 15-25% of the purchase price as his fee.

    Al-Maarej engaged in fraudulent refunding activity as well, on his own purchases. That conduct lasted until at least August 2023. In one instance, Al-Maarej obtained a refund for bulky tools, but he returned to the retailer an envelope filled with plastic toy frogs. One retailer identified more than $500,000 in items shipped to Al-Maarej’s home for which Al-Maarej obtained fraudulent refunds. In total, Al-Maarej made (and retailers lost) more than $1.4 million to his personal refunding activities. 

    The Simple Refunds channel on Telegram amassed a following of more than 1,000 subscribers. Al-Maarej used a second channel to post information on successful refunds. Al Maarej represented to some of those he recruited that the scheme was not illegal. He targeted young men in their teens and twenties and embroiled them in criminal conduct.

    The indictment details how two Snohomish County residents ordered thousands of dollars of merchandise and conspired with Al-Maarej to get the payments refunded. Al-Maarej or others at his direction, impersonated the buyers, claimed the items had been “delivered not received” and got the purchase price refunded. The customers kept the items.

    In May 2022, Al-Maarej deepened his fraud by offering a “mentorship” program where he would teach others to create their own refunding scams – he charged $6,000 for admission to the program. He boasted that students would “learn from the best in the game, from everything fraud related, to legit businesses and cleaning your money.”

    Last summer, Al-Maarej pleaded guilty to wire fraud and mail fraud. As part of his sentence Al-Maarej was ordered to pay $4,353,819.

    The case is being investigated by the FBI and the United States Postal Inspection Service (USPIS). Amazon, Costco, and Microsoft assisted in the investigation. The case is being prosecuted by Assistant United States Attorney Lauren Watts Staniar.

    MIL Security OSI