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

    Source: GlobeNewswire (MIL-OSI)

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

    Overview:

      ● Revenue increased by approximately 26.9% from approximately HK$6.1 million for the six months ended June 30, 2023 to approximately HK$7.7 million (US$1.0 million) for the six months ended June 30, 2024
         
      ● Net income decreased by approximately 13.6% from approximately HK$0.7 million for the six months ended June 30, 2023 to approximately HK$0.6 million (US$80,000) for the six months ended June 30, 2024
         

    Six Month Financial Results Ended June 30, 2024

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

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

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

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

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

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

    About Magic Empire Global Limited

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

    Exchange Rate Information

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

    Safe Harbor Statement

    Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.

    Hong Kong:

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

    MAGIC EMPIRE GLOBAL LIMITED

    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

        As of  
        December 31,
    2023    		     June 30,
    2024    		     June 30,
    2024    		  
        HK$     HK$     US$  
    ASSETS                        
    Current assets:                        
    Cash     92,407,813       92,659,337       11,866,775  
    Accounts receivable     2,302,436       1,656,000       212,082  
    Interest receivables     449,550       346,457       44,370  
    Deposits and prepayments     1,096,249       1,055,783       135,213  
                             
    Total current assets     96,256,048       95,717,577       12,258,440  
                             
    Non-current assets:                        
    Property and equipment, net     1,695,006       1,504,509       192,681  
    Right-of-use assets     1,658,382       710,735       91,023  
    Long-term investment     38,647,738       38,647,738       4,949,571  
                             
    Total non-current assets     42,001,126       40,862,982       5,233,275  
    Total assets     138,257,174       136,580,559       17,491,715  
                             
    LIABILITIES AND SHAREHOLDERS’ EQUITY                        
    Current liabilities:                        
    Accruals and other payables     1,079,000       263,003       33,682  
    Contract liabilities     1,164,000       664,000       85,038  
    Operating lease liabilities     1,746,317       757,717       97,040  
                             
    Total current liabilities     3,989,317       1,684,720       215,760  
                             
    Total liabilities     3,989,317       1,684,720       215,760  
                             
    COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY                        
    Ordinary shares, US$0.0001 par value, 300,000,000 shares authorized, and 20,256,099 shares outstanding as of December 31, 2023 and June 30, 2024 respectively     15,826       15,826       2,027  
    Additional paid-in capital     138,662,858       138,662,858       17,758,393  
    Accumulated deficits     (4,410,827 )     (3,782,845 )     (484,465 )
    Total shareholders’ equity     134,267,857       134,895,839       17,275,955  
    Total liabilities and shareholders’ equity     138,257,174       136,580,559       17,491,715  

      

    MAGIC EMPIRE GLOBAL LIMITED

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

        For the six months ended  
        June 30,
    2023    		     June 30,
    2024    		     June 30,
    2024    		  
        HK$     HK$     US$  
    REVENUE     6,081,430       7,719,600       988,640  
                             
    OPERATING EXPENSES:                        
    Selling, general and administrative expenses     (7,230,225 )     (9,224,710 )     (1,181,399 )
    Total operating expenses     (7,230,225 )     (9,224,710 )     (1,181,399 )
                             
    INCOME FROM OPERATIONS     (1,148,795 )     (1,505,110 )     (192,759 )
                             
    OTHER INCOME (EXPENSE)                        
    Interest income     1,957,509       2,166,502       277,461  
    Other expenses     (81,527 )     (33,410 )     (4,279 )
    Total other income, net     1,875,982       2,133,092       273,182  
                             
    INCOME BEFORE INCOME TAXES     727,187       627,982       80,423  
    INCOME TAX EXPENSES     –       –       –  
    NET INCOME     727,187       627,982       80,423  
                             
    WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES                        
    Basic and diluted     20,256,099       20,256,099       20,256,099  
                             
    EARNINGS PER SHARE                        
    Basic and diluted     0.04       0.03       0.004  

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

    Date/Time: Thursday, October 31, 2024 – 8:30 a.m. ET
        
    Participant Dial-In Numbers:  
    (United States): (877) 407-0789
    (International): (201) 689-8562

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

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

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

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

    Source: Great Elm Capital Corp.

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

    WILLIAMSVILLE, N.Y., Oct. 30, 2024 (GLOBE NEWSWIRE) — National Fuel Gas Midstream Company, LLC (Midstream), the Gathering segment of National Fuel Gas Company (NYSE: NFG) (National Fuel or the Company), has been re-verified under Equitable Origin’s EO100™ Standard for Responsible Energy Development. The re-verification independently confirms that Midstream continues to adhere to the performance obligations earned under Midstream’s initial EO100™ certification, achieved in 2023, while also verifying Midstream’s commitment to the continuous improvement plan established upon initial certification. During the re-verification process completed in October 2024, Midstream was awarded an “A-” grade, with Midstream recognized as the first entity in the EO100™ framework to improve two grades following initial certification. 100% of Midstream’s natural gas gathering system assets were subject to a series of rigorous performance targets that fall under the five principles of the EO100™ Standard, including corporate governance and ethics; social impacts, human rights and community engagement; Indigenous Peoples’ rights; occupational health, safety and fair labor standards; and environmental impacts, biodiversity and climate change. Midstream was the first gathering or midstream company and second National Fuel subsidiary to earn EO100™ Standard certification, joining Seneca Resources Company, LLC (Seneca Resources), which previously achieved certification of 100% of its natural gas production under the EO100TM Standard in 2021.

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

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

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

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

    Karen Merkel
    Media Contact
    716-857-7654

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

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

    Third Quarter Results

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

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

    Financial Review

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

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

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

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

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

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

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

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

    Liquidity and Capital Expenditures

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

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

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

    Review and Outlook 

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

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

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

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

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

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

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

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

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

    Conference Call

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

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

    About NCS Multistage Holdings, Inc.

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

    Forward Looking Statements

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

    Contact

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

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

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

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

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

    _____________________
    * Preliminary

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

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

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

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

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

    Non-GAAP Financial Measures 

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

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

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

    NET WORKING CAPITAL*

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

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

    _____________________
    *Preliminary

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

    ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN

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

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

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

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

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

    __________________

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

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

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

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

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

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

    ___________________

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

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

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

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

    Partially offset by:

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

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

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

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

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

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

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

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

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

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

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

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

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

    About Transocean

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

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

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

    Conference Call Information

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

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

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

    Forward-Looking Statements

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

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

    Notes

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

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

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

    Third Quarter 2024 Highlights (Compared to Prior Periods):

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

    Nine Months 2024 Highlights (Compared to 2023):

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

    President and Chief Executive Officer’s Comments

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

    Executive Chairman’s Comment

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

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

        At or for the Three Months Ended  
        September 30,     June 30,     March 31,     December 31,     September 30,  
    Performance Ratios (Annualized):   2024     2024     2024     2023     2023  
    Return on average assets (1)     0.33 %     0.45 %     0.33 %     0.08 %     0.39 %
    Return on average equity (1)     1.93 %     2.59 %     1.97 %     0.42 %     2.11 %
    Net interest rate spread (1) (2)     1.77 %     1.72 %     1.82 %     1.74 %     1.68 %
    Net interest margin (1) (3)     2.65 %     2.62 %     2.71 %     2.66 %     2.58 %
    Non-interest expense to average assets (1)     2.19 %     2.28 %     2.35 %     2.66 %     2.58 %
    Efficiency ratio (4)     80.87 %     80.09 %     82.56 %     96.83 %     78.11 %
    Average interest-earning assets to average interest- bearing liabilities     128.35 %     129.73 %     129.69 %     133.50 %     134.49 %
    Average equity to average assets     16.97 %     17.41 %     17.00 %     18.25 %     18.32 %
                                             
        At or for the Three Months Ended  
        September 30,     June 30,     March 31,     December 31,     September 30,  
    Capital Ratios (Annualized):   2024     2024     2024     2023     2023  
    Total capital to risk-weighted assets (Bank only)     21.61 %     22.47 %     22.79 %     23.30 %     25.10 %
    Tier 1 capital to risk-weighted assets (Bank only)     20.45 %     21.24 %     21.54 %     22.05 %     23.85 %
    Common equity Tier 1 capital to risk-weighted assets (Bank only)     20.45 %     21.24 %     21.54 %     22.05 %     23.85 %
    Tier 1 capital to average assets (Bank only)     16.19 %     16.70 %     16.26 %     17.49 %     17.51 %
                                             
        At or for the Three Months Ended  
        September 30,     June 30,     March 31,     December 31,     September 30,  
    Asset Quality Ratios (Annualized):   2024     2024     2024     2023     2023  
    Allowance for loan losses as a percentage of total loans     1.09 %     1.18 %     1.23 %     1.36 %     1.51 %
    Allowance for loan losses as a percentage of nonperforming loans     139.52 %     130.28 %     140.90 %     152.99 %     169.49 %
    Net (charge-offs) recoveries to average outstanding loans (1)     (0.17 %)     (0.10 %)     (0.25 %)     (0.24 %)     (0.34 %)
    Non-performing loans as a percentage of total gross loans     0.78 %     0.89 %     0.87 %     0.89 %     0.89 %
    Non-performing loans as a percentage of total assets     0.57 %     0.65 %     0.62 %     0.62 %     0.62 %
    Total non-performing assets as a percentage of total assets     0.57 %     0.65 %     0.62 %     0.62 %     0.62 %
    Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty as a percentage of total assets (5)     0.73 %     0.82 %     0.79 %     0.81 %     0.82 %
                                             
      (1) Annualized where appropriate.
      (2) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
      (3) Net interest margin represents net interest income divided by average total interest-earning assets.
      (4) Efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.
      (5) Balances include both modifications to borrowers experiencing financial difficulty, in accordance with ASU 2022-02 adopted on January 1, 2023, and previously existing troubled debt restructurings.
         

    Summary of Results of Operations

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

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

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

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

    Net Interest Income and Net Margin

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

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

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

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

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

    Non-interest Income

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

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

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

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

    Non-interest Expense

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

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

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

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

    Balance Sheet Summary

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

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

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

    About Ponce Financial Group, Inc.

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

    Forward Looking Statements

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

    Ponce Financial Group, Inc. and Subsidiaries

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

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

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

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

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

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

    Ponce Financial Group, Inc. and Subsidiaries
    Key Metrics

      At or for the Three Months Ended  
      September 30,     June 30,     March 31,     December 31,     September 30,  
      2024     2024     2024     2023     2023  
    Performance Ratios:                            
    Return on average assets (1)   0.33 %     0.45 %     0.33 %     0.08 %     0.39 %
    Return on average equity (1)   1.93 %     2.59 %     1.97 %     0.42 %     2.11 %
    Net interest rate spread (1) (2)   1.77 %     1.72 %     1.82 %     1.74 %     1.68 %
    Net interest margin (1) (3)   2.65 %     2.62 %     2.71 %     2.66 %     2.58 %
    Non-interest expense to average assets (1)   2.19 %     2.28 %     2.35 %     2.66 %     2.58 %
    Efficiency ratio (4)   80.87 %     80.09 %     82.56 %     96.83 %     78.11 %
    Average interest-earning assets to average interest- bearing liabilities   128.35 %     129.73 %     129.69 %     133.50 %     134.49 %
    Average equity to average assets   16.97 %     17.41 %     17.00 %     18.25 %     18.32 %
    Capital Ratios:                            
    Total capital to risk-weighted assets (Bank only)   21.61 %     22.47 %     22.79 %     23.30 %     25.10 %
    Tier 1 capital to risk-weighted assets (Bank only)   20.45 %     21.24 %     21.54 %     22.05 %     23.85 %
    Common equity Tier 1 capital to risk-weighted assets (Bank only)   20.45 %     21.24 %     21.54 %     22.05 %     23.85 %
    Tier 1 capital to average assets (Bank only)   16.19 %     16.70 %     16.26 %     17.49 %     17.51 %
    Asset Quality Ratios:                            
    Allowance for credit losses on loans as a percentage of total loans   1.09 %     1.18 %     1.23 %     1.36 %     1.51 %
    Allowance for credit losses on loans as a percentage of nonperforming loans   139.52 %     130.28 %     140.90 %     152.99 %     169.49 %
    Net (charge-offs) recoveries to average outstanding loans (1)   (0.17 %)     (0.10 %)     (0.25 %)     (0.24 %)     (0.34 %)
    Non-performing loans as a percentage of total gross loans   0.78 %     0.89 %     0.87 %     0.89 %     0.89 %
    Non-performing loans as a percentage of total assets   0.57 %     0.65 %     0.62 %     0.62 %     0.62 %
    Total non-performing assets as a percentage of total assets   0.57 %     0.65 %     0.62 %     0.62 %     0.62 %
    Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty as a percentage of total assets (5)   0.73 %     0.82 %     0.79 %     0.81 %     0.82 %
    Other:                            
    Number of offices   19       18       18       18       19  
    Number of full-time equivalent employees   228       227       233       237       243  
                                 
      (1) Annualized where appropriate.
      (2) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
      (3) Net interest margin represents net interest income divided by average total interest-earning assets.
      (4) Efficiency ratio represents noninterest expense divided by the sum of net interest income and non-interest income.
      (5) Balances include both modifications to borrowers experiencing financial difficulty, in accordance with ASU 2022-02 adopted on January 1, 2023, and previously existing troubled debt restructurings.
         

    Ponce Financial Group, Inc. and Subsidiaries
    Securities Portfolio

        September 30, 2024     December 31, 2023  
              Gross     Gross                 Gross     Gross        
        Amortized     Unrealized     Unrealized           Amortized     Unrealized     Unrealized        
        Cost     Gains     Losses     Fair Value     Cost     Gains     Losses     Fair Value  
        (in thousands)     (in thousands)  
    Available-for-Sale Securities:                                                
    U.S. Government Bonds   $ 2,993     $ —     $ (124 )   $ 2,869     $ 2,990     $ —     $ (206 )   $ 2,784  
    Corporate Bonds     21,766       —       (1,438 )     20,328       25,790       —       (2,122 )     23,668  
    Mortgage-Backed Securities:                                                
    Collateralized Mortgage Obligations (1)     35,620       —       (4,976 )     30,644       39,375       —       (6,227 )     33,148  
    FHLMC Certificates     9,310       —       (1,119 )     8,191       10,163       —       (1,482 )     8,681  
    FNMA Certificates     57,345       —       (8,463 )     48,882       61,359       —       (9,842 )     51,517  
    GNMA Certificates     91       —       —       91       104       —       —       104  
    Total available-for-sale securities   $ 127,125     $ —     $ (16,120 )   $ 111,005     $ 139,781     $ —     $ (19,879 )   $ 119,902  
                                                     
    Held-to-Maturity Securities:                                                
    U.S. Agency Bonds   $ 25,000     $ —     $ (49 )   $ 24,951     $ 25,000     $ —     $ (181 )   $ 24,819  
    Corporate Bonds     57,500       —       (618 )     56,882       82,500       —       (2,691 )     79,809  
    Mortgage-Backed Securities:                                                
    Collateralized Mortgage Obligations (1)     193,440       454       (2,946 )     190,948       212,093       104       (5,170 )     207,027  
    FHLMC Certificates     3,441       —       (169 )     3,272       3,897       —       (244 )     3,653  
    FNMA Certificates     108,577       22       (1,967 )     106,632       118,944       —       (4,088 )     114,856  
    SBA Certificates     15,985       153       —       16,138       19,712       166       —       19,878  
    Allowance for Credit Losses     (207 )     —       —       —       (398 )     —       —       —  
    Total held-to-maturity securities   $ 403,736     $ 629     $ (5,749 )   $ 398,823     $ 461,748     $ 270     $ (12,374 )   $ 450,042  
                                                                     
      (1) Comprised of Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Ginnie Mae (“GNMA”) issued securities.
         

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

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

    Ponce Financial Group, Inc. and Subsidiaries
    Loan Portfolio

        As of  
        September 30,     June 30,     March 31,     December 31,     September 30,  
        2024     2024     2024     2023     2023  
        Amount     Percent     Amount     Percent     Amount     Percent     Amount     Percent     Amount     Percent  
        (Dollars in thousands)  
    Mortgage loans:                                                            
    1-4 family residential                                                            
    Investor Owned   $ 332,380       15.09 %   $ 337,292       16.49 %   $ 339,331       16.92 %   $ 343,689       17.89 %   $ 347,082       19.13 %
    Owner-Occupied     145,065       6.59 %     147,485       7.21 %     150,842       7.52 %     152,311       7.93 %     151,866       8.37 %
    Multifamily residential     678,029       30.78 %     545,323       26.66 %     545,825       27.22 %     550,559       28.65 %     553,694       30.52 %
    Nonresidential properties     383,277       17.40 %     337,583       16.51 %     327,350       16.32 %     342,343       17.81 %     321,472       17.71 %
    Construction and land     631,461       28.67 %     641,879       31.39 %     608,665       30.35 %     503,925       26.22 %     411,383       22.67 %
    Total mortgage loans     2,170,212       98.53 %     2,009,562       98.26 %     1,972,013       98.33 %     1,892,827       98.50 %     1,785,497       98.40 %
    Non-mortgage loans:                                                            
    Business loans     28,499       1.29 %     30,222       1.48 %     26,664       1.33 %     19,779       1.03 %     18,416       1.02 %
    Consumer loans (1)     4,021       0.18 %     5,305       0.26 %     6,741       0.34 %     8,966       0.47 %     10,416       0.58 %
    Total non-mortgage loans     32,520       1.47 %     35,527       1.74 %     33,405       1.67 %     28,745       1.50 %     28,832       1.60 %
    Total loans, gross     2,202,732       100.00 %     2,045,089       100.00 %     2,005,418       100.00 %     1,921,572       100.00 %     1,814,329       100.00 %
    Net deferred loan origination costs     1,565             1,145             674             468             692        
    Allowance for credit losses on loans     (23,966 )           (24,061 )           (24,664 )           (26,154 )           (27,414 )      
    Loans, net   $ 2,180,331           $ 2,022,173           $ 1,981,428           $ 1,895,886           $ 1,787,607        
                                                                           
      (1) As of September 30, 2024, June 30,2024, March 31, 2024, December 31, 2023, and September 30, 2023, consumer loans include $3.0 million, $4.3 million, $5.7 million, $8.0 million, and $9.3 million, respectively, of microloans originated by the Bank.
         

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

    Total Microloans Exposure as of September 30, 2024  
    (in thousands)  
    Microloans Receivable from Grain      
    Microloans originated – put back (inception-to-September 30, 2024)   $ 23,932  
    Write-downs, net of recoveries (inception-to-date as of September 30, 2024)     (15,287 )
    Cash receipts (inception-to-September 30, 2024)     (6,819 )
    Grant/reserve     (1,826 )
    Net receivable as of September 30, 2024   $ —  
    Microloans Receivables from Borrowers      
    Microloans receivable as of September 30, 2024   $ 3,033  
    Allowance for credit losses on loans as of September 30, 2024 (1)     (2,570 )
    Microloans, net of allowance for credit losses on loans as of September 30, 2024   $ 463  
    Investments      
    Investment in Grain   $ 1,000  
    Investment write-off in Q3 2022     (1,000 )
    Net investment as of September 30, 2024     —  
    Total exposure related to microloans as of September 30, 2024 (2)   $ 463  
             
      (1) Excludes $1.5 million of security deposits by microloans originated borrowers reported in deposits in the accompanying Consolidated Statements of Financial Conditions.
      (2) Total remaining exposure to microloan borrowers. These loans are now serviced by the Bank.
         

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

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

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

    Ponce Financial Group, Inc. and Subsidiaries
    Deposits

        As of  
        September 30,     June 30,     March 31,     December 31,     September 30,  
        2024     2024     2024     2023     2023  
        Amount     Percent     Amount     Percent     Amount     Percent     Amount     Percent     Amount     Percent  
        (Dollars in thousands)  
    Demand (1)   $ 182,737       9.78 %   $ 178,125       11.09 %   $ 191,541       12.07 %   $ 185,151       12.28 %   $ 214,326       15.30 %
    Interest-bearing deposits:                                                            
    NOW/IOLA accounts (1)     71,445       3.82 %     81,178       5.05 %     73,202       4.62 %     77,909       5.17 %     74,055       5.29 %
    Money market accounts     660,168       35.30 %     502,255       31.27 %     482,344       30.42 %     432,735       28.70 %     370,500       26.44 %
    Reciprocal deposits     94,145       5.03 %     109,945       6.85 %     97,718       6.16 %     96,860       6.42 %     82,670       5.90 %
    Savings accounts     108,941       5.82 %     109,694       6.83 %     112,713       7.11 %     114,139       7.57 %     117,870       8.41 %
    Total NOW, money market, reciprocal and savings accounts     934,699       49.97 %     803,072       50.00 %     765,977       48.31 %     721,643       47.86 %     645,095       46.04 %
    Certificates of deposit of $250K or more     174,053       9.31 %     156,224       9.73 %     146,296       9.23 %     132,153       8.77 %     122,353       8.73 %
    Brokered certificates of deposit (2)     94,531       5.05 %     94,614       5.89 %     94,689       5.97 %     98,729       6.55 %     98,729       7.05 %
    Listing service deposits (2)     7,376       0.39 %     9,361       0.58 %     12,688       0.80 %     14,433       0.96 %     15,180       1.08 %
    All other certificates of deposit less than $250K     476,927       25.50 %     364,701       22.71 %     374,593       23.62 %     355,511       23.58 %     305,449       21.80 %
    Total certificates of deposit     752,887       40.25 %     624,900       38.91 %     628,266       39.62 %     600,826       39.86 %     541,711       38.66 %
    Total interest-bearing deposits     1,687,586       90.22 %     1,427,972       88.91 %     1,394,243       87.93 %     1,322,469       87.72 %     1,186,806       84.70 %
    Total deposits   $ 1,870,323       100.00 %   $ 1,606,097       100.00 %   $ 1,585,784       100.00 %   $ 1,507,620       100.00 %   $ 1,401,132       100.00 %
                                                                                     
      (1) As of December 31, 2023 and September 30, 2023 $58.2 million and $51.5 million, respectively, were reclassified from demand to NOW/IOLA accounts.
      (2) As of December 31, 2023, and September 30, 2023, there were $0.3 million and $0.3 million, respectively, in individual listing service deposits amounting to $250,000 or more. As of September 30, 2024, there were no individual listing service deposits amounting to $250,000 or more. All brokered certificates of deposit individually amounted to less than $250,000.
         

    Ponce Financial Group, Inc. and Subsidiaries
    Borrowings

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

    Ponce Financial Group, Inc. and Subsidiaries
    Nonperforming Assets

      As of Three Months Ended  
      September 30,     June 30,     March 31,     December 31,     September 30,  
      2024     2024     2024     2023     2023  
      (Dollars in thousands)  
    Non-accrual loans:                            
    Mortgage loans:                            
    1-4 family residential                            
    Investor owned $ 436     $ 436     $ 399     $ 793     $ 396  
    Owner occupied   1,423       1,423       1,426       1,682       1,685  
    Multifamily residential   4,685       5,754       4,098       2,979       1,444  
    Nonresidential properties   824       828       441       —       —  
    Construction and land   8,907       8,907       10,277       10,759       11,721  
    Non-mortgage loans:                            
    Business   180       396       146       165       209  
    Consumer   —       —       —       —       —  
    Total non-accrual loans (not including non-accruing modifications to borrowers experiencing financial difficulty) (1) $ 16,455     $ 17,744     $ 16,787     $ 16,378     $ 15,455  
                                 
    Non-accruing modifications to borrowers experiencing financial difficulty (1):              
    Mortgage loans:                            
    1-4 family residential                            
    Investor owned $ 278     $ 277     $ 270     $ 270     $ 270  
    Owner occupied   444       448       447       447       449  
    Multifamily residential   —       —       —       —       —  
    Nonresidential properties   —       —       —       —       —  
    Construction and land   —       —       —       —       —  
    Non-mortgage loans:                            
    Business   —       —       —       —       —  
    Consumer   —       —       —       —       —  
    Total non-accruing modifications to borrowers experiencing financial difficulty (1)   722       725       717       717       719  
    Total non-accrual loans (2) $ 17,177     $ 18,469     $ 17,504     $ 17,095     $ 16,174  
                                 
    Accruing modifications to borrowers experiencing financial difficulty (1):              
    Mortgage loans:                            
    1-4 family residential                            
    Investor owned $ 1,821     $ 1,830     $ 1,850     $ 2,112     $ 2,131  
    Owner occupied   2,116       2,171       2,288       2,313       2,335  
    Multifamily residential   —       —       —       —       —  
    Nonresidential properties   672       707       748       757       765  
    Construction and land   —       —       —       —       —  
    Non-mortgage loans:                            
    Business   222       —       —       —       —  
    Consumer   —       —       —       —       —  
    Total accruing modifications to borrowers experiencing financial difficulty (1) $ 4,831     $ 4,708     $ 4,886     $ 5,182     $ 5,231  
    Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty (1) $ 22,008     $ 23,177     $ 22,390     $ 22,277     $ 21,405  
    Total non-performing loans to total gross loans   0.78 %     0.89 %     0.87 %     0.89 %     0.89 %
    Total non-performing assets to total assets   0.57 %     0.65 %     0.62 %     0.62 %     0.62 %
    Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty as a percentage of total assets (1)   0.73 %     0.82 %     0.79 %     0.81 %     0.82 %
                                           
      (1) Balances include both modifications to borrowers experiencing financial difficulty, in accordance with ASU 2022-02 adopted on January 1, 2023, and previously existing troubled debt restructurings.
      (2) Includes nonperforming mortgage loans held for sale.
         

    Ponce Financial Group, Inc. and Subsidiaries
    Average Balance Sheets

      For the Three Months Ended September 30,
      2024   2023
      Average               Average            
      Outstanding           Average   Outstanding           Average
      Balance     Interest     Yield/Rate (1)   Balance     Interest     Yield/Rate (1)
      (Dollars in thousands)
    Interest-earning assets:                              
    Loans (2) $ 2,096,592     $ 32,945     6.25 %   $ 1,777,585     $ 25,276     5.64 %
    Securities (3)   548,708       5,324     3.86 %     599,573       5,821     3.85 %
    Other (4)   210,057       3,024     5.73 %     169,570       2,409     5.64 %
    Total interest-earning assets   2,855,357       41,293     5.75 %     2,546,728       33,506     5.22 %
    Non-interest-earning assets   107,153                 111,771            
    Total assets $ 2,962,510               $ 2,658,499            
    Interest-bearing liabilities:                              
    NOW/IOLA (5) (6) $ 74,690     $ 174     0.93 %   $ 69,935     $ 141     0.80 %
    Money market (6)   711,385       8,318     4.65 %     485,042       5,468     4.47 %
    Savings   109,571       25     0.09 %     118,095       29     0.10 %
    Certificates of deposit   655,562       6,926     4.20 %     527,302       4,362     3.28 %
    Total deposits   1,551,208       15,443     3.96 %     1,200,374       10,000     3.31 %
    Advance payments by borrowers   13,151       2     0.06 %     14,537       1     0.03 %
    Borrowings   660,312       6,825     4.11 %     678,676       6,963     4.07 %
    Total interest-bearing liabilities   2,224,671       22,270     3.98 %     1,893,587       16,964     3.55 %
    Non-interest-bearing liabilities:                              
    Non-interest-bearing demand (5)   185,543       —           231,299       —      
    Other non-interest-bearing liabilities   49,702       —           46,643       —      
    Total non-interest-bearing liabilities   235,245       —           277,942       —      
    Total liabilities   2,459,916       22,270           2,171,529       16,964      
    Total equity   502,594                 486,970            
    Total liabilities and total equity $ 2,962,510           3.98 %   $ 2,658,499           3.55 %
    Net interest income       $ 19,023               $ 16,542      
    Net interest rate spread (7)             1.77 %               1.67 %
    Net interest-earning assets (8) $ 630,686               $ 653,141            
    Net interest margin (9)             2.65 %               2.58 %
    Average interest-earning assets to interest-bearing liabilities             128.35 %               134.49 %
                                       
      (1) Annualized where appropriate.
      (2) Loans include loans and mortgage loans held for sale, at fair value.
      (3) Securities include available-for-sale securities and held-to-maturity securities.
      (4) Includes FHLBNY demand account, FHLBNY stock dividends and FRBNY demand deposits.
      (5) Includes reclassification of $47.1 million average outstanding balances from non-interest bearing demand to NOW/IOLA for the three months ended September 30, 2023.
      (6) Includes $0.1 million of interest expense reclassified from money market to NOW/IOLA for the three months ended September 30, 2023.
      (7) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
      (8) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
      (9) Net interest margin represents net interest income divided by average total interest-earning assets.
         

    Ponce Financial Group, Inc. and Subsidiaries
    Average Balance Sheets

      For the Nine Months Ended September 30,  
      2024     2023  
      Average                 Average              
      Outstanding           Average     Outstanding           Average  
      Balance     Interest     Yield/Rate (1)     Balance     Interest     Yield/Rate  
      (Dollars in thousands)  
    Interest-earning assets:                                  
    Loans (2) $ 2,038,879     $ 94,890       6.22 %   $ 1,678,369     $ 67,991       5.42 %
    Securities (3)   562,451       16,429       3.90 %     614,987       17,627       3.83 %
    Other (4)   196,668       8,432       5.73 %     127,961       5,299       5.54 %
    Total interest-earning assets   2,797,998       119,751       5.72 %     2,421,317       90,917       5.02 %
    Non-interest-earning assets   106,500                   118,609              
    Total assets $ 2,904,498                 $ 2,539,926              
    Interest-bearing liabilities:                                  
    NOW/IOLA (5) (6) $ 76,817     $ 543       0.94 %   $ 69,331     $ 1,133       2.18 %
    Money market (6)   618,725       21,819       4.71 %     403,171       11,637       3.86 %
    Savings   111,636       80       0.10 %     123,218       88       0.10 %
    Certificates of deposit   640,369       19,664       4.10 %     522,740       11,468       2.93 %
    Total deposits   1,447,547       42,106       3.89 %     1,118,460       24,326       2.91 %
    Advance payments by borrowers   13,660       6       0.06 %     14,814       6       0.05 %
    Borrowings   703,775       21,889       4.15 %     617,912       18,516       4.01 %
    Total interest-bearing liabilities   2,164,982       64,001       3.95 %     1,751,186       42,848       3.27 %
    Non-interest-bearing liabilities:                                  
    Non-interest-bearing demand (5)   191,087       —             251,645       —        
    Other non-interest-bearing liabilities   51,061       —             43,864       —        
    Total non-interest-bearing liabilities   242,148       —             295,509       —        
    Total liabilities   2,407,130       64,001             2,046,695       42,848        
    Total equity   497,368                   493,231              
    Total liabilities and total equity $ 2,904,498             3.95 %   $ 2,539,926             3.27 %
    Net interest income       $ 55,750                 $ 48,069        
    Net interest rate spread (7)               1.77 %                 1.74 %
    Net interest-earning assets (8) $ 633,016                 $ 670,131              
    Net interest margin (9)               2.66 %                 2.65 %
    Average interest-earning assets to                                  
    interest-bearing liabilities               129.24 %                 138.27 %
                                           
      (1) Annualized where appropriate.
      (2) Loans include loans and mortgage loans held for sale, at fair value.
      (3) Securities include available-for-sale securities and held-to-maturity securities.
      (4) Includes FHLBNY demand account, FHLBNY stock dividends and FRBNY demand deposits.
      (5) Includes reclassification of $46.5 million average outstanding balances from non-interest bearing demand to NOW/IOLA for the nine months ended September 30, 2023.
      (6) Includes $1.1 million of interest expense reclassified from money market to NOW/IOLA for the nine months ended September 30, 2023.
      (7) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
      (8) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
      (9) Net interest margin represents net interest income divided by average total interest-earning assets.
         

    Ponce Financial Group, Inc. and Subsidiaries
    Other Data

      As of  
      September 30,     June 30,     March 31,     December 31,     September 30,  
      2024     2024     2024     2023     2023  
    Other Data                            
    Common shares issued   24,886,711       24,886,711       24,886,711       24,886,711       24,886,711  
    Less treasury shares   1,067,248       1,074,979       1,096,214       1,101,191       1,233,111  
    Common shares outstanding at end of period   23,819,463       23,811,732       23,790,497       23,785,520       23,653,600  
                                 
    Book value per common share $ 11.74     $ 11.45     $ 11.29     $ 11.20     $ 10.99  
    Tangible book value per common share $ 11.74     $ 11.45     $ 11.29     $ 11.20     $ 10.99  
                                           

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

    The MIL Network –

  • MIL-OSI USA: Capito Accepts Inaugural West Virginia Women in Energy “Woman of the Year” Award

    US Senate News:

    Source: United States Senator for West Virginia Shelley Moore Capito
    CHARLESTON, W.Va. – Today, U.S. Senator Shelley Moore Capito (R-W.Va.), Ranking Member of the Senate Environment and Public Works (EPW) Committee, received the first annual West Virginia Women in Energy “Woman of the Year” award and provided acceptance remarks at the 2024 Governor’s Energy Summit. The award recognizes Senator Capito’s accomplishments and contributions across the energy sector and her dedication to women empowerment and leadership.
    “I’m honored to receive this award, and express my most heartfelt thankfulness to the West Virginia Office of Energy for recognizing me and my contributions to this vital industry. Energy is something that is synonymous with the very name of our state. For generations, the resources our state is blessed with and our diligent, tireless workforce have kept lights on and our country on the move. I have made it a central aspect of my career to support that tradition and find new and innovative ways to keep American energy generation right here in West Virginia. We must continue to generate the baseload power that our nation relies on, and you can be certain that I will always be an advocate for expanding that capacity in our state and supporting the men and women who make that possible,” Senator Capito said.
    Prior to receiving the award, Senator Capito participated in the summit’s “Women in Energy Breakfast” where she spoke to attendees about female empowerment and encouraged the women of the summit to support the next generation of West Virginia female leaders in the energy field.
    BACKGROUND:
    Throughout her time in Congress, Senator Capito has been a staunch advocate and defender of American energy generation in West Virginia. Her leadership has helped advance efforts and important legislation aimed at enhancing energy infrastructure and providing reliable energy sources to West Virginians and Americans.
    Some of Senator Capito’s energy accomplishments include:
    Championing and serving as a bill manager of the Infrastructure Investment and Jobs Act (IIJA), which funded the hydrogen hubs, priority West Virginia infrastructure projects, and other critical national energy projects. Senator Capito is also a founding member of the West Virginia Hydrogen Hub Coalition that led to the creation of the Appalachian Regional Clean Hydrogen Hub (ARCH2).
    Leading efforts to support the completion of the Mountain Valley Pipeline, and authoring language included in the Fiscal Responsibility Act that finalized the pipeline.
    Championing 45Q Carbon Capture Utilization and Storage (CCUS) Tax Credits, as well as serving an original co-sponsor of the USE It Act to reduce regulatory barriers to deployment of CCUS technology.
    Consistently supporting investments in new markets for coal, including carbon manufacturing and extracting rare earth elements essential to America’s high tech and defense sectors.
    Leading Congressional efforts to stop the Environmental Protection Agency’s (EPA) attempt to shut down coal-fired power plants through the Obama Clean Power Plan and authored successful amicus brief, co-signed with 90 members of Congress, to the Supreme Court in West Virginia v. EPA.
    Additionally, as West Virginia’s first female United States Senator for West Virginia, Senator Capito has made it a point to inspire the next generation of female leaders. In an effort to do this, she launched her West Virginia Girls Rise Up program in 2015. The purpose of the initiative is to empower young women through education, physical fitness, and self-confidence. Earlier this month, Senator Capito completed her 34th event since the program’s launch. Learn more about Senator Capito’s West Virginia Girls Rise Up program here.
    Photos from today’s event are included below:

    U.S. Senator Shelley Moore Capito (R-W.Va.) accepts the first annual West Virginia Women in Energy “Woman of the Year” award at the 2024 Governor’s Energy Summit in Charleston, W.Va. on Wednesday, October 30, 2024.

    U.S. Senator Shelley Moore Capito (R-W.Va.) participates in the Women in Energy Breakfast at the 2024 Governor’s Energy Summit in Charleston, W.Va. on Wednesday, October 30, 2024.

    MIL OSI USA News –

  • MIL-OSI Global: ‘A Different Man’ examines tensions between personal identity and societal expectations

    Source: The Conversation – Canada – By Billie Anderson, Ph.D. Candidate, Media Studies, Western University

    This story contains spoilers about ‘A Different Man.’

    A Different Man, a new film by Aaron Schimberg, offers a complex and nuanced portrayal of disability, one that both disabled and non-disabled audiences can learn from.

    The film premiered at notable festivals and is now playing in select theatres.

    In an era where disability is receiving long-overdue attention in cinema and films are under greater scrutiny to authentically represent disability, A Different Man pushes the conversation. It does so by emphasizing disability is not merely a challenge to overcome — but an integral part of the human experience.

    It’s crucial for audiences to seek out this film, as its limited release means that many may miss out on Schimberg’s provocative exploration of the tensions between identity, performance and societal expectations.



    Read more:
    Despite its Oscar win, CODA is still a film that depicts deafness as a burden

    Perceptions of disability

    The story centres on Edward (played by Sebastian Stan), a man with neurofibromatosis — a condition that causes tumours to grow on nerves.

    After living for a long time with the condition, Edward seeks out an experimental drug meant to “fix” his appearance. The drug is successful and overnight, Edward transforms from disfigured to conventionally attractive.

    The narrative hinges on Edward’s struggle with self-esteem issues that stem from societal perceptions of his disability. However, the change in his outward appearance only deepens his internal conflict: although Edward physically transforms, his struggles with self-perception and societal rejection persist.

    Trailer for ‘A Different Man.’

    This highlights a critical point made by disability studies scholars, including Rosemarie Garland-Thomson, who argue that our culture pressures disabled individuals to conform to non-disabled norms. Norms about how to look, sure, but also norms about how to behave, communicate and even think.

    Even when the visible markers of disability are removed, the underlying societal pressures and biases remain, illustrating that the true challenge lies not in the body itself, but in the societal structures that dictate what is considered an acceptable life.

    Embracing one’s identity

    This message, however, is turned on its head when audiences meet Oswald, played by Adam Pearson.

    Oswald, who has the same disability that Edward was just cured of, embodies a different relationship with his appearance; he is confident and self-assured, fully embracing his identity without the desire to conform to societal expectations.

    Oswald’s confidence is evident in how he navigates the world unapologetically, refusing to hide or downplay his appearance, a stark contrast to Edward’s desire for transformation. Pearson plays Oswald with a larger-than-life charisma, reminiscent of an Austin Powers type — loud, brash and fully aware of his own charm.

    This boldness not only serves as comic relief but also positions Oswald as a character who owns every room he walks into, subverting what disability studies scholars David T. Mitchell and Sharon L. Snyder argue are expectations of disabled people as passive or self-conscious figures.

    By embracing this energetic, self-assured persona, Oswald disrupts the traditional narrative that disabled people must seek a “cure” or hide their differences to be accepted or achieve happiness.

    His character challenges audiences to rethink the value society places on external appearance, demonstrating that self-acceptance can be far more powerful than fitting into conventional standards of beauty or normalcy.

    Through Oswald’s defiant approach, A Different Man invites viewers to question whether the real issue lies in disability or in society’s limited perceptions of what it means to live fully. Perhaps more than that, for disabled viewers, Oswald’s character offers a refreshing alternative — a model of self-acceptance that defies the pressure to overcome, and instead embrace, radical difference.

    Appearance and conformity

    This contrast raises important questions about the value society places on appearance and conformity. Through Oswald, the film critiques the prevailing belief that a “normal” life — a non-disabled life — is synonymous with happiness or fulfilment.

    Schimberg pushes back against reductive portrayals of disability that have long been seen in the film industry that either elicit pity or offer a misguided sense of inspiration. A Different Man offers a more nuanced and honest representation, capturing the complexity that disability can be: simultaneously challenging and liberating, visible yet invisible, empowering yet stigmatizing.

    With Edward and Oswald as richly developed characters, each embodies distinct relationships with their disabilities — neither character “incorrect” in their interpretation of their lived experience. These contradicting portrayals illustrate it is possible to craft authentic narratives that reflect the realities of disabled life, while also challenging our perception of disability, and highlighting the real struggles that disabled people overcome.

    Questions of identity

    One of the most striking aspects of A Different Man is how it handles identity. After Edward’s transformation, he adopts the name “Guy” and begins living a double life, even wearing a replica of his old face as a mask for a theatre role.

    This surreal detail critiques the performance of disability in the film industry — a theme Schimberg also explored in his 2018 film, Chained for Life.

    Disabled actors are often cast because of their differences, but they are still expected to perform that difference in ways that conform to able-bodied expectations.

    Authenticity in disability representation

    In A Different Man, the relationship between how disabled individuals are perceived by others and their own lived experiences raises crucial questions about authenticity in disability representation.

    Can a non-disabled actor like Sebastian Stan authentically portray a disabled character? Or does it reinforce the objectification of disabled bodies? Schimberg invites the audience to grapple with these questions.



    Read more:
    Mad Max: Fury Road was a pioneering portrayal of disability. Furiosa is a letdown

    Such questions and a shift toward complexity is critical as audiences and filmmakers increasingly recognize the need for inclusive storytelling that goes beyond race and gender to encompass disability.

    As disability studies scholars Mitchell and Snyder argue, narratives that embrace multifaceted identities can disrupt the status quo, offering new insights into how society views disabled individuals outside of the cinema.

    A Different Man serves as a roadmap for these richer portrayals, inviting viewers to engage with the complexities of identity, societal expectations and the human body. The film signifies a reimagining of cinema’s potential to elevate marginalized voices and foster a deeper understanding of diverse experiences that shape people’s stories about disability.

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

    – ref. ‘A Different Man’ examines tensions between personal identity and societal expectations – https://theconversation.com/a-different-man-examines-tensions-between-personal-identity-and-societal-expectations-241100

    MIL OSI – Global Reports –

  • MIL-OSI New Zealand: Your rates in action – an Auckland that is thriving and beautiful

    Source: Auckland Council

    1 July 2024

    Your rates help deliver a wide range of day-to-day activities and services, and support investment in Auckland’s assets.

    For 2024/2025, Auckland has some of the lowest rates rises in the country, at 6.8 per cent for the average value residential property. 

    We are working hard to keep your rates down by carefully balancing the need to strengthen the financial and physical resilience of Auckland, while investing where it is needed most to manage growth.

    What your rates deliver

    Your rates support community services and activities that make Auckland thriving and beautiful. This includes improving public transport, maintaining parks, providing local and regional events, delivering environmental services, rubbish collection and a variety of community facilities and services.

    A rising population means your rates need to work hard to meet increasing demand for the activities and services council provides and supports.

    Where we are investing

    We’ve been planning for the region’s growth and have just completed our Long-term Plan 2024-2034, which sets out how Auckland Council will use your rates to improve the daily lives of Aucklanders.

    This includes making the most of what we have and investing where it is needed most. This involves extensive investment in capital projects across the region, as well as funding many services for Aucklanders.

    In the next 10 years, your rates will help deliver:

    More travel choices
    Better public transport and new travel solutions (including a $50 capped weekly public transport pass).

    Safer, improved transport
    Investments to alleviate congestion, improve public transport and address safety issues.

    Flood protection
    Reducing existing flood risks, prevention, awareness and preparation.

    Rejuvenated neighbourhoods
    Regeneration continuing in Wynyard Quarter, City Centre, Takapuna, Northcote, Henderson, Avondale, Maungawhau, Panmure, Onehunga, Papatoetoe, Manukau, Pukekohe and Ormiston.

    Community investment
    Increased sports and recreation facilities through a $35 million fund, continued library and digital services, community-led arts and cultural activities, and local development. Local boards have a new, fairer funding model to support local communities.

    A transformed city centre
    A City Centre Masterplan will deliver a vibrant city centre, regenerating midtown to benefit from the City Rail Link and progress toward transforming Wynyard Point, the port and waterfront.

    A safer city
    We are increasing community patrols and CCTV surveillance to keep people safe in our city centres.

    Food scraps collection
    All urban households will have weekly kerbside food scraps collection. Rates-funded refuse collection will also be phased in for North Shore, Waitakere, Papakura, Franklin and Rodney.

    A growing Auckland economy
    Promoting Auckland as a great place to live, work, invest, study and visit – continuing our large cultural events and securing international and domestic events.

    Well-managed local government
    The Auckland Future Fund will help improve the financial and physical resilience of the council. The council will also be progressing Maori outcomes and continuing with storm recovery activities.

    Want to learn more?

    Our Long-term Plan 2024-2034 is our 10-year plan for Auckland.

    It focuses on our physical and financial resilience, while investing where it is needed most to manage growth. We are doing this in a way that recognises cost of living concerns and provides the greatest benefit to our communities.

    To learn more about all the investment priorities where your rates will go in the coming decade, see the Long-term Plan 2024-2034.

    MIL OSI New Zealand News –

  • MIL-OSI New Zealand: Rural community urged to speak up

    Source: Auckland Council

    A strategy that will govern the future of Auckland’s southern rural area is open for consultation until 1 December.

    The Southern Rural Strategy is a part of of the Future Development Strategy for the development and growth of Tāmaki Makarau / Auckland.

    Franklin Ward Councillor Andy Baker says its crucial southern voices are heard.

    “Everyone I meet has an opinion on what is happening now, what should happen in the future, housing developments on prime agricultural land, or on how the rural character of our area is changing.

    “If people want to have a say, they are going to have to speak up. It is as simple as this, there’s no use staying silent then railing about how our home is changing, and the ‘good old days’ because nothing stays the same forever.

    “Auckland Council’s Southern Rural Strategy sets out how the area will accommodate a growing population, while enabling farming and food production to continue to thrive,” Baker, who chairs the working group overseeing strategy, says.

    The strategy covers the Franklin ward and includes rural land in the Howick and Papakura local board areas.  

    Franklin Local Board has already submitted a detailed response to the draft strategy, endorsing the development of a plan and noting the significant role rural Auckland plays in the well-being of the city, not only in terms of food security, but also financially.

    Board chair Angela Fulljames says many of the issues addressed in the strategy reflect the board’s own plans.

    “We believe this is a good chance to highlight the issue of deprivation through isolation. Many of our people don’t have access to things urban dwellers take for granted because they live in isolated rural communities where you can’t just pop down the road to a pool or library, and which may not even have internet access.”

    She says urban land costs and restrictions are increasingly impacting rural land use.

    “You need only drive on the motorway to see fertile land now being used to for non-rural commercial activities such as storage for relocated homes or heavy vehicles.”

    “Development in the rural south is leading to a series of private wastewater management systems and that’s a concern in terms of environmental impact and community health.”

    Drury, Opaheke, Pukekohe and Waiuku are all identified as towns where the most growth will occur in future.

    Board deputy chair Alan Cole, himself a farmer, says everyone in the south is aware of the development taking place.

    “There are long-term plans for how Drury and Pukekohe will expand over time – so it’s time for the people who make up those communities to say what they want for their towns.” 

    “Franklin is growing and will be home to another 100,000 people over the next 30 years. We need a strategy to manage that. We often boast that Auckland eats because Pukekohe exists, so it’s critical we strike the right balance.”

    You can have your say on the Southern Rural Strategy until Sunday 1 December.  

    Stay connected

    Sign up for your Local Board E-news and get the latest news and events direct to your inbox each month. Or follow us on Facebook.

    MIL OSI New Zealand News –

  • MIL-OSI New Zealand: Expressions of interest for Te Ara ki Matangireia open

    Source: Leadership Development Centre

    Home Expressions of interest for Te Ara ki Matangireia open

    Expressions of interest for rangatahi and mentors are now open. Te ara ki Matangireia is a 10-month emerging leadership programme grounded in te ao Māori that supports early in career Māori with the skills and confidence to step into leadership and governance roles of the future.

    This kaupapa is grounded in whakaaro Māori and te reo me ōna tikanga to ensure the mauri of the kaupapa and its participants are protected and enhanced.  The kaupapa includes:

    • four 3-day wānanga hosted by different iwi (planned for March, June, September and November 2025. Specific dates will be confirmed by December 2024)
    • one on one mentoring with a senior leader in the Public Service.
    • personal reflective practice
    • regular check-ins with individuals and small groups
    • delivery of a service project.

    You can learn more or download an expression of interest form from the Te Ara ki Matangireia webpage. 

    Te Ara ki Matangireia

    MIL OSI New Zealand News –

  • MIL-OSI New Zealand: Serious crash: Taradale Road, Napier

    Source: New Zealand Police (District News)

    Motorists on Taradale Road in Napier should expect delays following a crash this morning.

    One person has critical injuries following a collision between two vehicles at the intersection with Riverbend Road at Onekawa. The crash was reported about 8.10am.

    A lamp post has fallen in the crash and the northbound lane of the highway is blocked.

    The road will be closed for some time while the Serious Crash Unit conducts a scene examination.

    Diversions are in place and motorists are advised to avoid the area.

    ENDS

    Issued by the Police Media Centre

    MIL OSI New Zealand News –

  • MIL-OSI: SEACOR Marine Announces Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

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

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

    Notable third quarter items include:

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

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

    Chief Executive Officer John Gellert commented:

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

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

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

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

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

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

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
    (in thousands, except share data)

    		  
        Three Months Ended September 30,     Nine months ended September 30,  
        2024     2023     2024     2023  
    Operating Revenues   $ 68,916     $ 76,900     $ 201,553     $ 206,428  
    Costs and Expenses:                        
    Operating     52,907       40,142       150,526       116,381  
    Administrative and general     11,019       12,300       33,825       37,636  
    Lease expense     364       651       1,331       2,069  
    Depreciation and amortization     12,928       13,462       38,749       40,799  
          77,218       66,555       224,431       196,885  
    Gains (Losses) on Asset Dispositions and Impairments, Net     1,821       (512 )     1,857       3,352  
    Operating (Loss) Income     (6,481 )     9,833       (21,021 )     12,895  
    Other Income (Expense):                        
    Interest income     358       340       1,396       1,222  
    Interest expense     (10,127 )     (9,536 )     (30,626 )     (27,060 )
    Loss on debt extinguishment     —       (2,004 )     —       (2,004 )
    Derivative gains (losses), net     67       —       (372 )     —  
    Foreign currency (losses) gains, net     (1,717 )     571       (2,357 )     (857 )
    Other, net     29       —       (66 )     —  
          (11,390 )     (10,629 )     (32,025 )     (28,699 )
    Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies     (17,871 )     (796 )     (53,046 )     (15,804 )
    Income Tax (Benefit) Expense     (513 )     2,360       (270 )     2,421  
    Loss Before Equity in Earnings of 50% or Less Owned Companies     (17,358 )     (3,156 )     (52,776 )     (18,225 )
    Equity in Earnings of 50% or Less Owned Companies     1,012       2,273       878       3,182  
    Net Loss   $ (16,346 )   $ (883 )   $ (51,898 )   $ (15,043 )
                             
    Net Loss Per Share:                        
    Basic   $ (0.59 )   $ (0.03 )   $ (1.88 )   $ (0.56 )
    Diluted   $ (0.59 )   $ (0.03 )   $ (1.88 )   $ (0.56 )
    Weighted Average Common Stock and Warrants Outstanding:                        
    Basic     27,772,733       27,181,754       27,615,699       27,048,656  
    Diluted     27,772,733       27,181,754       27,615,699       27,048,656  
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
     (in thousands, except statistics and per share data)
              Three Months Ended
        Sep. 30,
    2024    		     Jun. 30,
    2024    		     Mar. 31,
    2024    		     Dec. 31,
    2023    		     Sep. 30,
    2023    		    
    Time Charter Statistics:                                
    Average Rates Per Day   $ 18,879     $ 19,141     $ 19,042     $ 18,031     $ 18,046    
    Fleet Utilization     67 %     69 %     62 %     71 %     73 %  
    Fleet Available Days(2)     5,026       4,994       5,005       5,170       5,182    
    Operating Revenues:                                
    Time charter   $ 63,313     $ 65,649     $ 59,263     $ 66,498     $ 68,668    
    Bareboat charter     372       364       364       368       368    
    Other marine services     5,231       3,854       3,143       6,217       7,864    
          68,916       69,867       62,770       73,083       76,900    
    Costs and Expenses:                                
    Operating:                                
    Personnel     21,940       21,566       21,670       22,080       19,943    
    Repairs and maintenance     9,945       10,244       9,763       7,604       7,418    
    Drydocking     6,068       6,210       6,706       2,561       1,768    
    Insurance and loss reserves     2,584       3,099       1,738       2,944       1,833    
    Fuel, lubes and supplies     6,574       3,966       4,523       3,683       5,047    
    Other     5,796       4,435       3,699       4,397       4,133    
          52,907       49,520       48,099       43,269       40,142    
    Direct Vessel Profit(1)     16,009       20,347       14,671       29,814       36,758    
    Other Costs and Expenses:                                
    Lease expense     364       486       481       679       651    
    Administrative and general     11,019       10,889       11,917       11,547       12,300    
    Depreciation and amortization     12,928       12,939       12,882       13,022       13,462    
          24,311       24,314       25,280       25,248       26,413    
    Gains (Losses) on Asset Dispositions and Impairments, Net     1,821       37       (1 )     18,057       (512 )  
    Operating (Loss) Income     (6,481 )     (3,930 )     (10,610 )     22,623       9,833    
    Other Income (Expense):                                
    Interest income     358       445       593       222       340    
    Interest expense     (10,127 )     (10,190 )     (10,309 )     (10,444 )     (9,536 )  
    Derivative gains (losses), net     67       104       (543 )     608       —    
    Loss on debt extinguishment     —       —       —       —       (2,004 )  
    Foreign currency (losses) gains, net     (1,717 )     (560 )     (80 )     (1,276 )     571    
    Other, net     29       —       (95 )     —       —    
          (11,390 )     (10,201 )     (10,434 )     (10,890 )     (10,629 )  
    (Loss) Income Before Income Tax (Benefit) Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies     (17,871 )     (14,131 )     (21,044 )     11,733       (796 )  
    Income Tax (Benefit) Expense     (513 )     (682 )     925       6,378       2,360    
    (Loss) Income Before Equity in Earnings (Losses) of 50% or Less Owned Companies     (17,358 )     (13,449 )     (21,969 )     5,355       (3,156 )  
    Equity in Earnings (Losses) of 50% or Less Owned Companies     1,012       966       (1,100 )     374       2,273    
    Net (Loss) Income   $ (16,346 )   $ (12,483 )   $ (23,069 )   $ 5,729     $ (883 )  
                                     
    Net (Loss) Earnings Per Share:                                
    Basic   $ (0.59 )   $ (0.45 )   $ (0.84 )   $ 0.21     $ (0.03 )  
    Diluted   $ (0.59 )   $ (0.45 )   $ (0.84 )   $ 0.20     $ (0.03 )  
    Weighted Average Common Stock and Warrants Outstanding:                                
    Basic     27,773       27,729       27,344       27,182       27,182    
    Diluted     27,773       27,729       27,344       28,401       27,182    
    Common Shares and Warrants Outstanding at Period End     28,950       28,941       28,906       28,489       28,481    

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

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED DIRECT VESSEL PROFIT (“DVP”) BY SEGMENT
    (in thousands, except statistics)
        Three Months Ended
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023    
    United States, primarily Gulf of Mexico                                
    Time Charter Statistics:                                
    Average rates per day worked   $ 17,188     $ 22,356     $ 28,156     $ 22,584     $ 23,663    
    Fleet utilization     42 %     37 %     27 %     50 %     57 %  
    Fleet available days     920       921       927       1,152       1,196    
    Out-of-service days for repairs, maintenance and drydockings     116       179       137       61       151    
    Out-of-service days for cold-stacked status(2)     175       127       182       254       206    
    Operating Revenues:                                
    Time charter   $ 6,593     $ 7,697     $ 6,957     $ 12,929     $ 16,236    
    Other marine services     1,188       480       1,026       5,346       5,478    
          7,781       8,177       7,983       18,275       21,714    
    Direct Costs and Expenses:                                
    Operating:                                
    Personnel     6,297       6,284       5,781       6,906       6,712    
    Repairs and maintenance     1,655       1,879       1,404       819       1,560    
    Drydocking     2,615       2,570       1,968       303       462    
    Insurance and loss reserves     799       943       396       1,297       332    
    Fuel, lubes and supplies     964       866       667       1,032       958    
    Other     225       226       (171 )     475       375    
          12,555       12,768       10,045       10,832       10,399    
    Direct Vessel (Loss) Profit(1)   $ (4,774 )   $ (4,591 )   $ (2,062 )   $ 7,443     $ 11,315    
    Other Costs and Expenses:                                
    Lease expense   $ 140     $ 141     $ 138     $ 141     $ 116    
    Depreciation and amortization     3,194       3,194       2,750       3,479       3,810    
                                     
    Africa and Europe                                
    Time Charter Statistics:                                
    Average rates per day worked   $ 18,875     $ 18,580     $ 15,197     $ 15,233     $ 15,388    
    Fleet utilization     77 %     74 %     76 %     82 %     84 %  
    Fleet available days     1,990       1,969       1,775       1,748       1,748    
    Out-of-service days for repairs, maintenance and drydockings     203       203       238       124       111    
    Out-of-service days for cold-stacked status     58       91       91       92       54    
    Operating Revenues:                                
    Time charter   $ 28,809     $ 27,047     $ 20,555     $ 21,791     $ 22,528    
    Other marine services     3,048       1,028       169       189       1,943    
          31,857       28,075       20,724       21,980       24,471    
    Direct Costs and Expenses:                                
    Operating:                                
    Personnel     6,083       4,969       5,181       6,007       5,089    
    Repairs and maintenance     3,455       3,161       3,209       2,807       2,214    
    Drydocking     681       1,226       2,032       1,298       320    
    Insurance and loss reserves     599       819       334       416       573    
    Fuel, lubes and supplies     2,514       1,170       1,287       623       2,573    
    Other     3,975       2,801       2,199       2,267       2,448    
          17,307       14,146       14,242       13,418       13,217    
    Direct Vessel Profit(1)   $ 14,550     $ 13,929     $ 6,482     $ 8,562     $ 11,254    
    Other Costs and Expenses:                                
    Lease expense   $ 75     $ 172     $ 178     $ 289     $ 372    
    Depreciation and amortization     4,540       4,565       3,915       3,747       3,821    

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

    SEACOR MARINE HOLDINGS INC.
     UNAUDITED DIRECT VESSEL PROFIT (“DVP”) BY SEGMENT (continued)
    (in thousands, except statistics)

    		  
        Three Months Ended  
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023  
    Middle East and Asia                              
    Time Charter Statistics:                              
    Average rates per day worked   $ 17,825     $ 17,083     $ 16,934     $ 17,590     $ 16,313  
    Fleet utilization     71 %     82 %     71 %     69 %     67 %
    Fleet available days     1,288       1,296       1,365       1,461       1,472  
    Out-of-service days for repairs, maintenance and drydockings     229       168       224       360       297  
    Operating Revenues:                              
    Time charter   $ 16,411     $ 18,073     $ 16,477     $ 17,729     $ 16,087  
    Other marine services     375       619       350       539       267  
          16,786       18,692       16,827       18,268       16,354  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel     5,769       6,930       5,963       5,522       5,157  
    Repairs and maintenance     3,318       3,443       2,712       2,590       2,623  
    Drydocking     832       707       1,483       624       1,056  
    Insurance and loss reserves     927       798       618       1,022       711  
    Fuel, lubes and supplies     1,043       1,103       1,198       1,242       743  
    Other     1,131       989       1,000       1,133       943  
          13,020       13,970       12,974       12,133       11,233  
    Direct Vessel Profit(1)   $ 3,766     $ 4,722     $ 3,853     $ 6,135     $ 5,121  
    Other Costs and Expenses:                              
    Lease expense   $ 73     $ 71     $ 85     $ 158     $ 59  
    Depreciation and amortization     3,261       3,247       3,496       3,643       3,721  
                                   
    Latin America                              
    Time Charter Statistics:                              
    Average rates per day worked   $ 21,984     $ 22,437     $ 28,308     $ 20,745     $ 20,656  
    Fleet utilization     63 %     71 %     58 %     84 %     87 %
    Fleet available days(2)     828       808       938       809       766  
    Out-of-service days for repairs, maintenance and drydockings     94       41       1       —       67  
    Operating Revenues:                              
    Time charter   $ 11,500     $ 12,832     $ 15,274     $ 14,049     $ 13,817  
    Bareboat charter     372       364       364       368       368  
    Other marine services     620       1,727       1,598       143       176  
          12,492       14,923       17,236       14,560       14,361  
    Direct Costs and Expenses:                              
    Operating:                              
    Personnel     3,791       3,383       4,745       3,645       2,985  
    Repairs and maintenance     1,517       1,761       2,438       1,388       1,021  
    Drydocking     1,940       1,707       1,223       336       (70 )
    Insurance and loss reserves     259       539       390       209       217  
    Fuel, lubes and supplies     2,053       827       1,371       786       773  
    Other     465       419       671       522       367  
          10,025       8,636       10,838       6,886       5,293  
    Direct Vessel Profit(1)   $ 2,467     $ 6,287     $ 6,398     $ 7,674     $ 9,068  
    Other Costs and Expenses:                              
    Lease expense   $ 76     $ 102     $ 80     $ 91     $ 104  
    Depreciation and amortization     1,933       1,933       2,721       2,153       2,110  

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

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED PERFORMANCE BY VESSEL CLASS
    (in thousands, except statistics)
        Three Months Ended
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023    
    AHTS                                
    Time Charter Statistics:                                
    Average rates per day worked   $ 10,316     $ 8,125     $ 8,538     $ 8,937     $ 9,947    
    Fleet utilization     46 %     49 %     75 %     64 %     50 %  
    Fleet available days     334       364       364       368       368    
    Out-of-service days for repairs, maintenance and drydockings     87       29       —       41       111    
    Out-of-service days for cold-stacked status     58       91       91       92       54    
    Operating Revenues:                                
    Time charter   $ 1,576     $ 1,459     $ 2,331     $ 2,102     $ 1,831    
    Other marine services     13       219       —       6       930    
          1,589       1,678       2,331       2,108       2,761    
    Direct Costs and Expenses:                                
    Operating:                                
    Personnel   $ 981     $ 1,045     $ 1,064     $ 944     $ 1,019    
    Repairs and maintenance     239       465       220       612       484    
    Drydocking     436       280       68       58       747    
    Insurance and loss reserves     66       97       43       73       88    
    Fuel, lubes and supplies     90       69       616       375       428    
    Other     263       230       287       295       378    
          2,075       2,186       2,298       2,357       3,144    
    Other Costs and Expenses:                                
    Lease expense   $ 4     $ 164     $ 171     $ 253     $ 331    
    Depreciation and amortization     175       175       175       175       249    
                                     
    FSV                                
    Time Charter Statistics:                                
    Average rates per day worked   $ 13,102     $ 12,978     $ 11,834     $ 11,841     $ 11,441    
    Fleet utilization     81 %     80 %     72 %     74 %     79 %  
    Fleet available days     2,024       2,002       2,002       2,105       2,116    
    Out-of-service days for repairs, maintenance and drydockings     96       128       216       337       227    
    Out-of-service days for cold-stacked status     83       36       91       92       69    
    Operating Revenues:                                
    Time charter   $ 21,606     $ 20,698     $ 17,081     $ 18,502     $ 19,135    
    Other marine services     1,012       516       126       163       652    
          22,618       21,214       17,207       18,665       19,787    
    Direct Costs and Expenses:                                
    Operating:                                
    Personnel   $ 5,637     $ 5,829     $ 5,649     $ 5,320     $ 5,144    
    Repairs and maintenance     4,378       4,572       3,093       2,691       2,787    
    Drydocking     448       457       1,869       1,710       870    
    Insurance and loss reserves     532       546       277       507       185    
    Fuel, lubes and supplies     1,962       993       1,051       1,441       1,501    
    Other     2,238       1,850       1,649       1,632       1,552    
          15,195       14,247       13,588       13,301       12,039    
    Other Costs and Expenses:                                
    Depreciation and amortization   $ 4,744     $ 4,746     $ 4,744     $ 4,879     $ 5,002    
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED PERFORMANCE BY VESSEL CLASS (continued)
    (in thousands, except statistics)
        Three Months Ended
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023    
    PSV                                
    Time Charter Statistics:                                
    Average rates per day worked   $ 21,819     $ 20,952     $ 19,133     $ 19,778     $ 19,528    
    Fleet utilization     58 %     66 %     53 %     77 %     78 %  
    Fleet available days(1)     1,932       1,900       1,911       1,902       1,870    
    Out-of-service days for repairs, maintenance and drydockings     349       291       307       109       110    
    Operating Revenues:                                
    Time charter   $ 24,488     $ 26,390     $ 19,390     $ 29,140     $ 28,580    
    Bareboat charter     372       364       364       368       368    
    Other marine services     2,855       2,266       416       595       696    
          27,715       29,020       20,170       30,103       29,644    
    Direct Costs and Expenses:                                
    Operating:                                
    Personnel   $ 9,360     $ 8,979     $ 8,850     $ 9,017     $ 8,793    
    Repairs and maintenance     3,798       3,151       4,393       3,520       2,504    
    Drydocking     2,629       2,616       3,386       472       232    
    Insurance and loss reserves     636       1,037       395       690       682    
    Fuel, lubes and supplies     3,594       1,575       1,889       1,027       2,352    
    Other     2,821       1,850       1,395       1,922       1,761    
          22,838       19,208       20,308       16,648       16,324    
    Other Costs and Expenses:                                
    Lease expense   $ (3 )   $ 3     $ —     $ —     $ —    
    Depreciation and amortization     4,117       4,128       4,073       4,073       4,073    

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

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED PERFORMANCE BY VESSEL CLASS (continued)
    (in thousands, except statistics)
        Three Months Ended
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023    
    Liftboats                                
    Time Charter Statistics:                                
    Average rates per day worked   $ 36,423     $ 43,204     $ 53,506     $ 40,181     $ 39,419    
    Fleet utilization     58 %     54 %     53 %     52 %     59 %  
    Fleet available days     736       728       728       795       828    
    Out-of-service days for repairs, maintenance and drydockings     109       143       78       60       111    
    Out-of-service days for cold-stacked status     92       91       91       162       137    
    Operating Revenues:                                
    Time charter   $ 15,643     $ 17,102     $ 20,461     $ 16,754     $ 19,122    
    Other marine services     1,142       666       1,772       4,666       4,710    
          16,785       17,768       22,233       21,420       23,832    
    Direct Costs and Expenses:                                
    Operating:                                
    Personnel   $ 5,926     $ 6,842     $ 6,140     $ 5,316     $ 4,983    
    Repairs and maintenance     1,531       2,054       2,035       769       1,643    
    Drydocking     2,555       2,857       1,383       321       (81 )  
    Insurance and loss reserves     1,334       1,482       1,282       1,554       1,148    
    Fuel, lubes and supplies     928       1,329       967       838       766    
    Other     473       519       343       531       445    
          12,747       15,083       12,150       9,329       8,904    
    Other Costs and Expenses:                                
    Depreciation and amortization     3,866       3,865       3,866       3,867       4,099    
                                     
    Other Activity                                
    Operating Revenues:                                
    Other marine services   $ 209     $ 187     $ 829     $ 787     $ 876    
          209       187       829       787       876    
    Direct Costs and Expenses:                                
    Operating:                                
    Personnel   $ 36     $ (1,129 )   $ (33 )   $ 1,483     $ 4    
    Repairs and maintenance     (1 )     2       22       12       —    
    Insurance and loss reserves     16       (63 )     (259 )     120       (270 )  
    Fuel, lubes and supplies     —       —       —       2       —    
    Other     1       (14 )     25       17       (3 )  
          52       (1,204 )     (245 )     1,634       (269 )  
    Other Costs and Expenses:                                
    Lease expense   $ 363     $ 319     $ 310     $ 426     $ 320    
    Depreciation and amortization     26       25       24       28       39    
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands)

    		  
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023  
    ASSETS                              
    Current Assets:                              
    Cash and cash equivalents   $ 35,601     $ 40,605     $ 59,593     $ 67,455     $ 55,840  
    Restricted cash     2,263       2,255       2,566       16,676       2,796  
    Receivables:                              
    Trade, net of allowance for credit loss     76,497       70,770       58,272       63,728       63,246  
    Other     7,841       6,210       12,210       11,049       8,662  
    Tax receivable     983       983       983       983       445  
    Inventories     3,139       3,117       2,516       1,609       1,738  
    Prepaid expenses and other     4,840       5,659       3,425       2,686       2,957  
    Assets held for sale     —       500       500       500       6,093  
    Total current assets     131,164       130,099       140,065       164,686       141,777  
    Property and Equipment:                              
    Historical cost     921,445       921,443       919,139       918,823       936,520  
    Accumulated depreciation     (362,604 )     (349,799 )     (337,001 )     (324,141 )     (318,549 )
          558,841       571,644       582,138       594,682       617,971  
    Construction in progress     11,935       11,518       13,410       10,362       9,413  
    Net property and equipment     570,776       583,162       595,548       605,044       627,384  
    Right-of-use asset – operating leases     3,575       3,683       3,988       4,291       4,907  
    Right-of-use asset – finance leases     19       28       29       37       45  
    Investments, at equity, and advances to 50% or less owned companies     2,046       2,641       3,122       4,125       3,857  
    Other assets     1,864       1,953       2,094       2,153       2,095  
    Total assets   $ 709,444     $ 721,566     $ 744,846     $ 780,336     $ 780,065  
    LIABILITIES AND EQUITY                              
    Current Liabilities:                              
    Current portion of operating lease liabilities   $ 494     $ 861     $ 1,285     $ 1,591     $ 1,856  
    Current portion of finance lease liabilities     17       26       33       35       35  
    Current portion of long-term debt     28,605       28,605       28,605       28,365       28,005  
    Accounts payable     22,744       17,790       23,453       27,562       32,468  
    Other current liabilities     28,808       23,795       21,067       19,533       21,340  
    Total current liabilities     80,668       71,077       74,443       77,086       83,704  
    Long-term operating lease liabilities     3,221       3,276       3,390       3,529       3,571  
    Long-term finance lease liabilities     4       5       —       6       15  
    Long-term debt     272,325       277,740       281,989       287,544       291,843  
    Deferred income taxes     26,802       30,083       33,873       35,718       33,078  
    Deferred gains and other liabilities     1,416       1,447       2,285       2,229       2,217  
    Total liabilities     384,436       383,628       395,980       406,112       414,428  
    Equity:                              
    SEACOR Marine Holdings Inc. stockholders’ equity:                              
    Common stock     287       286       286       280       280  
    Additional paid-in capital     477,661       476,020       474,433       472,692       471,158  
    Accumulated deficit     (154,374 )     (138,028 )     (125,609 )     (102,425 )     (108,154 )
    Shares held in treasury     (8,110 )     (8,110 )     (8,071 )     (4,221 )     (4,221 )
    Accumulated other comprehensive income, net of tax     9,223       7,449       7,506       7,577       6,253  
          324,687       337,617       348,545       373,903       365,316  
    Noncontrolling interests in subsidiaries     321       321       321       321       321  
    Total equity     325,008       337,938       348,866       374,224       365,637  
    Total liabilities and equity   $ 709,444     $ 721,566     $ 744,846     $ 780,336     $ 780,065  
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)
              Three Months Ended
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023  
    Cash Flows from Operating Activities:                              
    Net (Loss) Income   $ (16,346 )   $ (12,483 )   $ (23,069 )   $ 5,729     $ (883 )
    Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:                              
    Depreciation and amortization     12,928       12,939       12,882       13,022       13,462  
    Deferred financing costs amortization     298       297       295       279       459  
    Stock-based compensation expense     1,604       1,587       1,645       1,510       1,540  
    Debt discount amortization     2,061       1,993       1,926       1,862       1,714  
    Allowance for credit losses     101       39       3       266       594  
    (Gain) loss from equipment sales, retirements or impairments     (1,821 )     (37 )     1       (18,057 )     512  
    Losses on debt extinguishment     —       —       —       —       177  
    Derivative (gains) losses     (67 )     (104 )     543       (608 )     —  
    Interest on finance lease     —       1       —       1       59  
    Settlements on derivative transactions, net     —       —       164       —       197  
    Currency losses (gains)     1,717       560       80       1,276       (571 )
    Deferred income taxes     (3,281 )     (3,790 )     (1,845 )     2,640       (960 )
    Equity (earnings) losses     (1,012 )     (966 )     1,100       (374 )     (2,273 )
    Dividends received from equity investees     1,498       1,418       —       166       1,031  
    Changes in Operating Assets and Liabilities:                              
    Accounts receivables     (7,411 )     (6,928 )     4,291       (3,472 )     (747 )
    Other assets     1,032       (2,395 )     (1,290 )     733       493  
    Accounts payable and accrued liabilities     9,325       (4,378 )     (3,895 )     (6,456 )     (7,705 )
    Net cash provided by (used in) operating activities     626       (12,247 )     (7,169 )     (1,483 )     7,099  
    Cash Flows from Investing Activities:                              
    Purchases of property and equipment     (210 )     (658 )     (3,416 )     (3,644 )     (6,455 )
    Proceeds from disposition of property and equipment     2,331       86       —       36,692       —  
    Net investing activities in property and equipment     2,121       (572 )     (3,416 )     33,048       (6,455 )
    Principal payments on notes due from others     —       —       —       —       5,000  
    Net cash provided by (used in) investing activities     2,121       (572 )     (3,416 )     33,048       (1,455 )
    Cash Flows from Financing Activities:                              
    Payments on long-term debt     (7,770 )     (6,533 )     (7,530 )     (6,173 )     (4,901 )
    Payments on debt extinguishment     —       —       —       —       (104,832 )
    Payments on debt extinguishment cost     —       —       —       —       (1,827 )
    Proceeds from issuance of long-term debt, net of issue costs     —       —       —       87       121,207  
    Payments on finance leases     (10 )     (9 )     (9 )     (9 )     (204 )
    Proceeds from issuance of common stock, net of issue costs     —       —       —       24       —  
    Proceeds from exercise of stock options     38       102       —       —       —  
    Tax withholdings on restricted stock vesting     —       (39 )     (3,850 )     —       —  
    Net cash (used in) provided by financing activities     (7,742 )     (6,479 )     (11,389 )     (6,071 )     9,443  
    Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents     (1 )     (1 )     2       1       3  
    Net Change in Cash, Restricted Cash and Cash Equivalents     (4,996 )     (19,299 )     (21,972 )     25,495       15,090  
    Cash, Restricted Cash and Cash Equivalents, Beginning of Period     42,860       62,159       84,131       58,636       43,546  
    Cash, Restricted Cash and Cash Equivalents, End of Period   $ 37,864     $ 42,860     $ 62,159     $ 84,131     $ 58,636  
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED FLEET COUNTS

    		  
        Owned     Leased-in     Managed     Total  
    September 30, 2024                        
    AHTS     2       1       —       3  
    FSV     22       —       1       23  
    PSV     21       —       —       21  
    Liftboats     8       —       —       8  
          53       1       1       55  
    December 31, 2023                        
    AHTS     3       1       —       4  
    FSV     22       —       3       25  
    PSV     21       —       —       21  
    Liftboats     8       —       —       8  
          54       1       3       58  

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

    SUMMARY OF THIRD QUARTER RESULTS

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

    Net Interest Income

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

    Non-Interest Income

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

    Non-Interest Expense

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

    Income Tax Expense

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

    Balance Sheet Highlights

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

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

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

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

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

    About Landmark

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

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

    Special Note Concerning Forward-Looking Statements

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

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

    (Dollars in thousands)   September 30,     June 30,     March 31,     December 31,     September 30,  
        2024     2024     2024     2023     2023  
    Assets                              
    Cash and cash equivalents   $ 21,211     $ 23,889     $ 16,468     $ 27,101     $ 23,821  
    Interest-bearing deposits at other banks     4,363       4,881       4,920       4,918       5,904  
    Investment securities available-for-sale, at fair value:                                        
    U.S. treasury securities     83,753       89,325       93,683       95,667       118,341  
    Municipal obligations, tax exempt     112,126       114,047       118,445       120,623       115,706  
    Municipal obligations, taxable     75,129       74,588       75,371       79,083       73,993  
    Agency mortgage-backed securities     140,004       142,499       149,777       157,396       148,817  
    Total investment securities available-for-sale     411,012       420,459       437,276       452,769       456,857  
    Investment securities held-to-maturity     3,643       3,613       3,584       3,555       3,525  
    Bank stocks, at cost     7,894       9,647       7,850       8,123       8,009  
    Loans:                                        
    One-to-four family residential real estate     344,380       332,090       312,833       302,544       289,571  
    Construction and land     23,454       30,480       24,823       21,090       21,657  
    Commercial real estate     324,016       318,850       323,397       320,962       323,427  
    Commercial     181,652       178,876       181,945       180,942       185,831  
    Agriculture     91,986       84,523       86,808       89,680       84,560  
    Municipal     7,098       6,556       5,690       4,507       3,200  
    Consumer     29,263       29,200       28,544       28,931       29,180  
    Total gross loans     1,001,849       980,575       964,040       948,656       937,426  
    Net deferred loan (fees) costs and loans in process     (63 )     (583 )     (578 )     (429 )     (396 )
    Allowance for credit losses     (11,544 )     (10,903 )     (10,851 )     (10,608 )     (10,970 )
    Loans, net     990,242       969,089       952,611       937,619       926,060  
    Loans held for sale, at fair value     3,250       2,513       2,697       853       1,857  
    Bank owned life insurance     39,176       38,826       38,578       38,333       38,090  
    Premises and equipment, net     20,976       20,986       20,696       19,709       23,911  
    Goodwill     32,377       32,377       32,377       32,377       32,377  
    Other intangible assets, net     2,729       2,900       3,071       3,241       3,414  
    Mortgage servicing rights     3,041       2,997       2,977       3,158       3,368  
    Real estate owned, net     428       428       428       928       934  
    Other assets     23,309       28,149       29,684       28,988       29,459  
    Total assets   $ 1,563,651     $ 1,560,754     $ 1,553,217     $ 1,561,672     $ 1,557,586  
                                             
    Liabilities and Stockholders’ Equity                                        
    Liabilities:                                        
    Deposits:                                        
    Non-interest-bearing demand     360,188       360,631       364,386       367,103       395,046  
    Money market and checking     565,629       546,385       583,315       613,613       586,651  
    Savings     145,825       150,996       154,000       152,381       157,112  
    Certificates of deposit     203,860       192,470       191,823       183,154       169,225  
    Total deposits     1,275,502       1,250,482       1,293,524       1,316,251       1,308,034  
    FHLB and other borrowings     92,050       131,330       74,716       64,662       82,569  
    Subordinated debentures     21,651       21,651       21,651       21,651       21,651  
    Repurchase agreements     9,528       8,745       15,895       12,714       12,590  
    Accrued interest and other liabilities     25,229       20,292       20,760       19,480       23,185  
    Total liabilities     1,423,960       1,432,500       1,426,546       1,434,758       1,448,029  
    Stockholders’ equity:                                        
    Common stock     55       55       55       55       52  
    Additional paid-in capital     89,532       89,469       89,364       89,208       84,568  
    Retained earnings     60,549       57,774       55,912       54,282       57,280  
    Treasury stock, at cost     (396 )     (330 )     (249 )     (75 )     –  
    Accumulated other comprehensive loss     (10,049 )     (18,714 )     (18,411 )     (16,556 )     (32,343 )
    Total stockholders’ equity     139,691       128,254       126,671       126,914       109,557  
    Total liabilities and stockholders’ equity   $ 1,563,651     $ 1,560,754     $ 1,553,217     $ 1,561,672     $ 1,557,586  


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

    (Dollars in thousands, except per share amounts)   Three months ended,     Nine months ended,  
        September 30,     June 30,     September 30,     September 30,     September 30,  
        2024     2024     2023     2024     2023  
    Interest income:                                        
    Loans   $ 15,933     $ 15,022     $ 13,531     $ 45,445     $ 37,530  
    Investment securities:                                        
    Taxable     2,301       2,359       2,445       7,088       7,141  
    Tax-exempt     747       759       772       2,270       2,333  
    Interest-bearing deposits at banks     41       40       46       144       193  
    Total interest income     19,022       18,180       16,794       54,947       47,197  
    Interest expense:                                        
    Deposits     5,830       5,673       4,384       16,960       10,375  
    FHLB and other borrowings     1,100       1,027       1,251       3,149       2,845  
    Subordinated debentures     416       418       417       1,246       1,168  
    Repurchase agreements     72       88       116       267       403  
    Total interest expense     7,418       7,206       6,168       21,622       14,791  
    Net interest income     11,604       10,974       10,626       33,325       32,406  
    Provision for credit losses     500       –       –       800       299  
    Net interest income after provision for credit losses     11,104       10,974       10,626       32,525       32,107  
    Non-interest income:                                        
    Fees and service charges     2,880       2,691       2,618       8,032       7,457  
    Gains on sales of loans, net     704       648       491       1,864       2,014  
    Bank owned life insurance     254       248       230       747       671  
    Other     415       133       313       730       834  
    Total non-interest income     4,253       3,720       3,652       11,373       10,976  
    Non-interest expense:                                        
    Compensation and benefits     5,803       5,504       5,811       16,839       16,925  
    Occupancy and equipment     1,429       1,294       1,373       4,113       4,136  
    Data processing     464       492       458       1,437       1,478  
    Amortization of mortgage servicing rights and other intangibles     256       256       474       924       1,407  
    Professional fees     573       649       624       1,869       1,722  
    Valuation allowance on real estate held for sale     –       979       –       1,108       –  
    Other     2,034       1,921       1,989       5,915       5,753  
    Total non-interest expense     10,559       11,095       10,729       32,205       31,421  
    Earnings before income taxes     4,798       3,599       3,549       11,693       11,662  
    Income tax expense     867       587       671       1,972       2,065  
    Net earnings   $ 3,931     $ 3,012     $ 2,878     $ 9,721     $ 9,597  
                                             
    Net earnings per share (1)                                        
    Basic   $ 0.72     $ 0.55     $ 0.53     $ 1.77     $ 1.75  
    Diluted     0.72       0.55       0.52       1.77       1.75  
    Dividends per share (1)     0.21       0.21       0.20       0.63       0.60  
    Shares outstanding at end of period (1)     5,501,221       5,469,566       5,481,805       5,501,221       5,481,805  
    Weighted average common shares outstanding – basic (1)     5,490,808       5,471,724       5,479,909       5,477,453       5,476,703  
    Weighted average common shares outstanding – diluted (1)     5,495,728       5,474,336       5,482,633       5,481,456       5,481,270  
                                             
    Tax equivalent net interest income   $ 11,777     $ 11,167     $ 10,809     $ 33,852     $ 32,974  

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

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

    (Dollars in thousands, except per share amounts)   As of or for the
    three months ended,    		     As of or for the
    nine months ended,    		  
        September 30,     June 30,     September 30,     September 30,     September 30,  
        2024     2024     2023     2024     2023  
    Performance ratios:                                        
    Return on average assets (1)     1.00 %     0.78 %     0.74 %     0.84 %     0.84 %
    Return on average equity (1)     11.82 %     9.72 %     9.87 %     10.18 %     11.13 %
    Net interest margin (1)(2)     3.30 %     3.21 %     3.06 %     3.21 %     3.19 %
    Effective tax rate     18.1 %     16.3 %     18.9 %     16.9 %     17.7 %
    Efficiency ratio (3)     66.5 %     67.9 %     73.8 %     68.8 %     71.0 %
    Non-interest income to total income (3)     25.5 %     25.4 %     25.6 %     25.0 %     25.3 %
                                             
    Average balances:                                        
    Investment securities   $ 428,301     $ 437,136     $ 486,706     $ 440,744     $ 493,853  
    Loans     985,659       955,104       906,289       962,252       877,048  
    Assets     1,562,482       1,545,816       1,549,724       1,554,682       1,528,938  
    Interest-bearing deposits     936,218       936,237       902,727       935,958       886,227  
    FHLB and other borrowings     77,958       72,875       89,441       74,496       70,774  
    Subordinated debentures     21,651       21,651       21,651       21,651       21,651  
    Repurchase agreements     10,774       11,524       15,387       12,218       19,903  
    Stockholders’ equity   $ 132,271     $ 124,624     $ 115,644     $ 127,597     $ 115,275  
                                             
    Average tax equivalent yield/cost (1):                                        
    Investment securities     2.99 %     3.04 %     2.77 %     2.99 %     2.72 %
    Loans     6.43 %     6.33 %     5.93 %     6.31 %     5.72 %
    Total interest-bearing assets     5.38 %     5.29 %     4.81 %     5.26 %     4.62 %
    Interest-bearing deposits     2.48 %     2.44 %     1.93 %     2.42 %     1.57 %
    FHLB and other borrowings     5.61 %     5.67 %     5.55 %     5.65 %     5.37 %
    Subordinated debentures     7.64 %     7.76 %     7.64 %     7.69 %     7.21 %
    Repurchase agreements     2.66 %     3.07 %     2.99 %     2.92 %     2.71 %
    Total interest-bearing liabilities     2.82 %     2.78 %     2.38 %     2.77 %     1.98 %
                                             
    Capital ratios:                                        
    Equity to total assets     8.93 %     8.22 %     7.03 %                
    Tangible equity to tangible assets (3)     6.84 %     6.09 %     4.85 %                
    Book value per share   $ 25.39     $ 23.45     $ 19.99                  
    Tangible book value per share (3)   $ 19.01     $ 17.00     $ 13.46                  
                                             
    Rollforward of allowance for credit losses (loans):                                        
    Beginning balance   $ 10,903     $ 10,851     $ 10,449     $ 10,608     $ 8,791  
    Adoption of CECL     –       –       –       –       1,523  
    Charge-offs     (153 )     (119 )     (142 )     (413 )     (408 )
    Recoveries     144       171       663       449       814  
    Provision for credit losses for loans     650       –       –       900       250  
    Ending balance   $ 11,544     $ 10,903     $ 10,970     $ 11,544     $ 10,970  
                                             
    Allowance for unfunded loan commitments   $ 150     $ 300     $ 200                  
                                             
    Non-performing assets:                                        
    Non-accrual loans   $ 13,415     $ 5,007     $ 4,440                  
    Accruing loans over 90 days past due     –       –       –                  
    Real estate owned     428       428       934                  
    Total non-performing assets   $ 13,843     $ 5,435     $ 5,374                  
                                             
    Loans 30-89 days delinquent   $ 7,301     $ 1,872     $ 6,173                  
                                             
    Other ratios:                                        
    Loans to deposits     77.64 %     77.50 %     70.80 %                
    Loans 30-89 days delinquent and still accruing to gross loans outstanding     0.73 %     0.19 %     0.66 %                
    Total non-performing loans to gross loans outstanding     1.34 %     0.51 %     0.47 %                
    Total non-performing assets to total assets     0.89 %     0.35 %     0.35 %                
    Allowance for credit losses to gross loans outstanding     1.15 %     1.11 %     1.17 %                
    Allowance for credit losses to total non-performing loans     86.05 %     217.76 %     247.07 %                
    Net loan charge-offs to average loans (1)     0.00 %     -0.02 %     -0.23 %     0.00 %     -0.06 %
    (1 ) Information is annualized.
    (2 ) Net interest margin is presented on a fully tax equivalent basis, using a 21% federal tax rate.
    (3 ) Non-GAAP financial measures. See the “Non-GAAP Financial Measures” section of this press release for a reconciliation to the most comparable GAAP equivalent.
         

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

    (Dollars in thousands, except per share amounts)   As of or for the
    three months ended,    		     As of or for the
    nine months ended,    		  
        September 30,     June 30,     September 30,     September 30,     September 30,  
        2024     2024     2023     2024     2023  
                                   
    Non-GAAP financial ratio reconciliation:                                        
    Total non-interest expense   $ 10,559     $ 11,095     $ 10,729     $ 32,205     $ 31,421  
    Less: foreclosure and real estate owned expense     (23 )     39       (1 )     (34 )     (21 )
    Less: amortization of other intangibles     (171 )     (171 )     (196 )     (512 )     (591 )
    Less: valuation allowance on real estate held for sale     –       (979 )     –       (1,108 )     –  
    Adjusted non-interest expense (A)     10,365       9,984       10,532       30,551       30,809  
                                             
    Net interest income (B)     11,604       10,974       10,626       33,325       32,406  
                                             
    Non-interest income     4,253       3,720       3,652       11,373       10,976  
    Less: losses (gains) on sales of investment securities, net     –       –       –       –       –  
    Less: gains on sales of premises and equipment and foreclosed assets     (273 )     9       –       (264 )     (1 )
    Adjusted non-interest income (C)   $ 3,980     $ 3,729     $ 3,652     $ 11,109     $ 10,975  
                                             
    Efficiency ratio (A/(B+C))     66.5 %     67.9 %     73.8 %     68.8 %     71.0 %
    Non-interest income to total income (C/(B+C))     25.5 %     25.4 %     25.6 %     25.0 %     25.3 %
                                             
    Total stockholders’ equity   $ 139,691     $ 128,254     $ 109,557                  
    Less: goodwill and other intangible assets     (35,106 )     (35,277 )     (35,791 )                
    Tangible equity (D)   $ 104,585     $ 92,977     $ 73,766                  
                                             
    Total assets   $ 1,563,651     $ 1,560,754     $ 1,557,586                  
    Less: goodwill and other intangible assets     (35,106 )     (35,277 )     (35,791 )                
    Tangible assets (E)   $ 1,528,545     $ 1,525,477     $ 1,521,795                  
                                             
    Tangible equity to tangible assets (D/E)     6.84 %     6.09 %     4.85 %                
                                             
    Shares outstanding at end of period (F)     5,501,221       5,469,566       5,481,805                  
                                             
    Tangible book value per share (D/F)   $ 19.01     $ 17.00     $ 13.46                  

    The MIL Network –

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

    Nokia Corporation: Repurchase of own shares on 30.10.2024

    Espoo, Finland – On 30 October 2024 Nokia Corporation (LEI: 549300A0JPRWG1KI7U06) has acquired its own shares (ISIN FI0009000681) as follows:

    Trading venue (MIC Code) Number of shares Weighted average price / share, EUR*
    XHEL 1,347,700 4.45
    CEUX 200,000 4.45
    BATE – –
    AQEU – –
    TQEX – –
    Total 1,547,700 4.45

    * Rounded to two decimals

    On 25 January 2024, Nokia announced that its Board of Directors is initiating a share buyback program to return up to EUR 600 million of cash to shareholders in tranches over a period of two years. The first phase of the share buyback program started on 20 March 2024. On 19 July 2024, Nokia decided to accelerate the share buybacks by increasing the number of shares to be repurchased during the year 2024. The post-increase repurchases in compliance with the Market Abuse Regulation (EU) 596/2014 (MAR), the Commission Delegated Regulation (EU) 2016/1052 and under the authorization granted by Nokia’s Annual General Meeting on 3 April 2024 started on 22 July 2024 and end by 31 December 2024 with a maximum aggregate purchase price of EUR 600 million for all purchases during 2024.

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

    Details of transactions are included as an appendix to this announcement.

    On behalf of Nokia Corporation

    BofA Securities Europe SA

    About Nokia
    At Nokia, we create technology that helps the world act together.

    As a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs.

    Service providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the digital services and applications of the future.

    Inquiries:

    Nokia Communications
    Phone: +358 10 448 4900
    Email: press.services@nokia.com
    Maria Vaismaa, Global Head of External Communications

    Nokia Investor Relations
    Phone: +358 40 803 4080
    Email: investor.relations@nokia.com

    Attachment

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

    Approvals and Timing

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

    Third Quarter 2024 Financial Results

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

    Advisors

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

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

    About Siemens

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

    Important Information and Where to Find It

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

    Participants in Solicitation

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

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

    No Offer or Solicitation

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

    Forward Looking Statements

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

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

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

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

    The MIL Network –

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Third Quarter 2024 Financial Results

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

    Conference Call Information

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

    Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

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

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

    About Altair

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

    Important Information and Where to Find It

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

    Participants in Solicitation

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

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

    No Offer or Solicitation

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

    Forward-Looking Statements

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

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

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

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

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

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

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

    Change in Presentation of Revenue and Cost of Revenue

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

    Financial Results

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    The MIL Network –

  • MIL-OSI Economics: Microsoft Cloud strength drives first quarter results

    Source: Microsoft

    Headline: Microsoft Cloud strength drives first quarter results

    Microsoft Cloud Strength Drives First Quarter Results

    REDMOND, Wash. — October 30, 2024 — Microsoft Corp. today announced the following results for the quarter ended September 30, 2024, as compared to the corresponding period of last fiscal year:

    ·        Revenue was $65.6 billion and increased 16%

    ·        Operating income was $30.6 billion and increased 14%

    ·        Net income was $24.7 billion and increased 11% (up 10% in constant currency)

    ·        Diluted earnings per share was $3.30 and increased 10%

    “AI-driven transformation is changing work, work artifacts, and workflow across every role, function, and business process,” said Satya Nadella, chairman and chief executive officer of Microsoft. “We are expanding our opportunity and winning new customers as we help them apply our AI platforms and tools to drive new growth and operating leverage.”

    “Strong execution by our sales teams and partners delivered a solid start to our fiscal year with Microsoft Cloud revenue of $38.9 billion, up 22% year-over-year,” said Amy Hood, executive vice president and chief financial officer of Microsoft.

    Business Highlights

    Revenue in Productivity and Business Processes was $28.3 billion and increased 12% (up 13% in constant currency), with the following business highlights:

    ·        Microsoft 365 Commercial products and cloud services revenue increased 13% (up 14% in constant currency) driven by Microsoft 365 Commercial cloud revenue growth of 15% (up 16% in constant currency)

    ·        Microsoft 365 Consumer products and cloud services revenue increased 5% (up 6% in constant currency) driven by Microsoft 365 Consumer cloud revenue growth of 6% (up 7% in constant currency)

    ·        LinkedIn revenue increased 10% (up 9% in constant currency)

    ·        Dynamics products and cloud services revenue increased 14% driven by Dynamics 365 revenue growth of 18% (up 19% in constant currency)

    Revenue in Intelligent Cloud was $24.1 billion and increased 20% (up 21% in constant currency), with the following business highlights:

    ·        Server products and cloud services revenue increased 23% driven by Azure and other cloud services revenue growth of 33% (up 34% in constant currency)

    Revenue in More Personal Computing was $13.2 billion and increased 17%, with the following business highlights:

    ·        Windows OEM and Devices revenue increased 2%

    ·        Xbox content and services revenue increased 61% driven by 53 points of net impact from the Activision acquisition

    ·        Search and news advertising revenue excluding traffic acquisition costs increased 18% (up 19% in constant currency)

    Microsoft returned $9.0 billion to shareholders in the form of dividends and share repurchases in the first quarter of fiscal year 2025.

    Business Outlook

    Microsoft will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast.

    Quarterly Highlights, Product Releases, and Enhancements 

    Every quarter Microsoft delivers hundreds of products, either as new releases, services, or enhancements to current products and services. These releases are a result of significant research and development investments, made over multiple years, designed to help customers be more productive and secure and to deliver differentiated value across the cloud and the edge.

    Here are the major product releases and other highlights for the quarter, organized by product categories, to help illustrate how we are accelerating innovation across our businesses while expanding our market opportunities.

    Environmental, Social, and Governance (ESG)

    To learn more about Microsoft’s corporate governance and our environmental and social practices, please visit our investor relations Board and ESG website and reporting at Microsoft.com/transparency. 

    Webcast Details

    Satya Nadella, chairman and chief executive officer, Amy Hood, executive vice president and chief financial officer, Alice Jolla, chief accounting officer, Keith Dolliver, corporate secretary and deputy general counsel, and Brett Iversen, vice president of investor relations, will host a conference call and webcast at 2:30 p.m. Pacific time (5:30 p.m. Eastern time) today to discuss details of the company’s performance for the quarter and certain forward-looking information. The session may be accessed at http://www.microsoft.com/en-us/investor. The webcast will be available for replay through the close of business on October 30, 2025.

    Constant Currency

    Microsoft presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than United States dollars are converted into United States dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year. Microsoft has provided this non-GAAP financial information to aid investors in better understanding our performance. The non-GAAP financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

    Financial Performance Constant Currency Reconciliation

     

    Three Months Ended September 30,

     ($ in millions, except per share amounts)

    Revenue

    Operating Income

    Net Income

    Diluted Earnings per Share

    2023 As Reported (GAAP)

    $56,517

    $26,895

    $22,291

    $2.99

    2024 As Reported (GAAP)

    $65,585

    $30,552

    $24,667

    $3.30

    Percentage Change Y/Y (GAAP)

    16%

    14%

    11%

    10%

    Constant Currency Impact

    $(217)

    $(181)

    $78

    $0.01

    Percentage Change Y/Y Constant Currency

    16%

    14%

    10%

    10%

     

    Segment Revenue Constant Currency Reconciliation

     

    Three Months Ended September 30,

     ($ in millions)

    Productivity and Business Processes

    Intelligent Cloud

    More Personal Computing

    2023 As Reported (GAAP)

    $25,226

    $20,013

    $11,278

    2024 As Reported (GAAP)

    $28,317

    $24,092

    $13,176

    Percentage Change Y/Y (GAAP)

    12%

    20%

    17%

    Constant Currency Impact

    $(128)

    $(72)

    $(17)

    Percentage Change Y/Y Constant Currency

    13%

    21%

    17%

    We have recast certain prior period amounts to conform to the way we internally manage and monitor our business.

    Selected Product and Service Revenue Constant Currency Reconciliation        

     

    Three Months Ended September 30, 2024

    Percentage Change Y/Y (GAAP)

    Constant Currency Impact

    Percentage Change Y/Y Constant Currency

    Microsoft Cloud

    22%

    0%

    22%

    Microsoft 365 Commercial products and cloud services

    13%

    1%

    14%

    Microsoft 365 Commercial cloud

    15%

    1%

    16%

    Microsoft 365 Consumer products and cloud services

    5%

    1%

    6%

    Microsoft 365 Consumer cloud

    6%

    1%

    7%

    LinkedIn

    10%

    (1)%

    9%

    Dynamics products and cloud services

    14%

    0%

    14%

    Dynamics 365

    18%

    1%

    19%

    Server products and cloud services

    23%

    0%

    23%

    Azure and other cloud services

    33%

    1%

    34%

    Windows OEM and Devices

    2%

    0%

    2%

    Xbox content and services

    61%

    0%

    61%

    Search and news advertising excluding traffic acquisition costs

    18%

    1%

    19%

     

    About Microsoft

    Microsoft (Nasdaq “MSFT” @microsoft) creates platforms and tools powered by AI to deliver innovative solutions that meet the evolving needs of our customers. The technology company is committed to making AI available broadly and doing so responsibly, with a mission to empower every person and every organization on the planet to achieve more.

    Forward-Looking Statements

    Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as:

    ·        intense competition in all of our markets that may adversely affect our results of operations;

    ·        focus on cloud-based and AI services presenting execution and competitive risks;

    ·        significant investments in products and services that may not achieve expected returns;

    ·        acquisitions, joint ventures, and strategic alliances that may have an adverse effect on our business;

    ·        impairment of goodwill or amortizable intangible assets causing a significant charge to earnings;

    ·        cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position;

    ·        disclosure and misuse of personal data that could cause liability and harm to our reputation;

    ·        the possibility that we may not be able to protect information stored in our products and services from use by others;

    ·        abuse of our advertising, professional, marketplace, or gaming platforms that may harm our reputation or user engagement;

    ·        products and services, how they are used by customers, and how third-party products and services interact with them, presenting security, privacy, and execution risks;

    ·        issues about the use of AI in our offerings that may result in reputational or competitive harm, or legal liability;

    ·        excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure;

    ·        supply or quality problems;

    ·        government enforcement under competition laws and new market regulation may limit how we design and market our products;

    ·        potential consequences of trade and anti-corruption laws;

    ·        potential consequences of existing and increasing legal and regulatory requirements;

    ·        laws and regulations relating to the handling of personal data that may impede the adoption of our services or result in increased costs, legal claims, fines, or reputational damage;

    ·        claims against us that may result in adverse outcomes in legal disputes;

    ·        uncertainties relating to our business with government customers;

    ·        additional tax liabilities;

    ·        sustainability regulations and expectations that may expose us to increased costs and legal and reputational risk;

    ·        an inability to protect and utilize our intellectual property may harm our business and operating results;

    ·        claims that Microsoft has infringed the intellectual property rights of others;

    ·        damage to our reputation or our brands that may harm our business and results of operations;

    ·        adverse economic or market conditions that may harm our business;

    ·        catastrophic events or geo-political conditions, such as the COVID-19 pandemic, that may disrupt our business;

    ·        exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange and

    ·        the dependence of our business on our ability to attract and retain talented employees.

    For more information about risks and uncertainties associated with Microsoft’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Microsoft’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft’s Investor Relations department at (800) 285-7772 or at Microsoft’s Investor Relations website at http://www.microsoft.com/en-us/investor.

    All information in this release is as of September 30, 2024. The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

    For more information, press only:

    Microsoft Media Relations, WE Communications for Microsoft, (425) 638-7777, rrt@we-worldwide.com

    For more information, financial analysts and investors only:

    Brett Iversen, Vice President, Investor Relations, (425) 706-4400

    Note to editors: For more information, news and perspectives from Microsoft, please visit the Microsoft News Center at http://www.microsoft.com/news. Web links, telephone numbers, and titles were correct at time of publication, but may since have changed. Shareholder and financial information, as well as today’s 2:30 p.m. Pacific time conference call with investors and analysts, is available at http://www.microsoft.com/en-us/investor.


     

    MICROSOFT CORPORATION

    INCOME STATEMENTS

    (In millions, except per share amounts) (Unaudited)

    Three Months Ended

     September 30,

     

    2024

    2023

    Revenue:

    Product

     $15,272

     $15,535

    Service and other

    50,313

    40,982

    Total revenue

    65,585

    56,517

    Cost of revenue:

    Product

    3,294

    3,531

    Service and other

    16,805

    12,771

    Total cost of revenue

    20,099

    16,302

    Gross margin

    45,486

    40,215

    Research and development

    7,544

    6,659

    Sales and marketing

    5,717

    5,187

    General and administrative

    1,673

    1,474

    Operating income

    30,552

    26,895

    Other income (expense), net

    (283)

    389

    Income before income taxes

    30,269

    27,284

    Provision for income taxes

    5,602

    4,993

    Net income

     $24,667

     $22,291

    Earnings per share:

    Basic

     $3.32

     $3.00

    Diluted

     $3.30

     $2.99

    Weighted average shares outstanding:

    Basic

    7,433

    7,429

    Diluted

    7,470

    7,462

     


     

    COMPREHENSIVE INCOME STATEMENTS

    (In millions) (Unaudited)

    Three Months Ended

     September 30,

     

    2024

    2023

    Net income

     $24,667

     $22,291

    Other comprehensive income (loss), net of tax:

    Net change related to derivatives

    (10)

    21

    Net change related to investments

    1,114

    (260)

    Translation adjustments and other

    304

    (355)

    Other comprehensive income (loss)

    1,408

    (594)

    Comprehensive income

     $26,075

     $21,697

     


     

    BALANCE SHEETS

    (In millions) (Unaudited)

     

    September 30,

    2024

    June 30,

     2024

    Assets

    Current assets:

    Cash and cash equivalents

     $20,840

     $18,315

    Short-term investments

    57,588

    57,228

    Total cash, cash equivalents, and short-term investments

    78,428

    75,543

    Accounts receivable, net of allowance for doubtful accounts of $647 and $830

    44,148

    56,924

    Inventories

    1,626

    1,246

    Other current assets

    25,724

    26,021

    Total current assets

    149,926

    159,734

    Property and equipment, net of accumulated depreciation of $80,517 and $76,421

    152,863

    135,591

    Operating lease right-of-use assets

    20,528

    18,961

    Equity and other investments

    15,778

    14,600

    Goodwill

    119,374

    119,220

    Intangible assets, net

    26,751

    27,597

    Other long-term assets

    37,793

    36,460

    Total assets

     $523,013

     $512,163

    Liabilities and stockholders’ equity

    Current liabilities:

    Accounts payable

     $22,768

     $21,996

    Short-term debt

    0

    6,693

    Current portion of long-term debt

    2,249

    2,249

    Accrued compensation

    8,326

    12,564

    Short-term income taxes

    9,717

    5,017

    Short-term unearned revenue

    53,026

    57,582

    Other current liabilities

    19,114

    19,185

    Total current liabilities

    115,200

    125,286

    Long-term debt

    42,868

    42,688

    Long-term income taxes

    24,452

    27,931

    Long-term unearned revenue

    2,663

    2,602

    Deferred income taxes

    2,581

    2,618

    Operating lease liabilities

    16,361

    15,497

    Other long-term liabilities

    31,165

    27,064

    Total liabilities

    235,290

    243,686

    Commitments and contingencies

    Stockholders’ equity:

    Common stock and paid-in capital – shares authorized 24,000; outstanding 7,436 and 7,434

    102,976

    100,923

    Retained earnings

    188,929

    173,144

    Accumulated other comprehensive loss

    (4,182)

    (5,590)

    Total stockholders’ equity

    287,723

    268,477

    Total liabilities and stockholders’ equity

     $523,013

     $512,163

     


     

    CASH FLOWS STATEMENTS

    (In millions) (Unaudited)

    Three Months Ended

     September 30,

     

    2024

    2023

    Operations

    Net income

     $24,667

     $22,291

    Adjustments to reconcile net income to net cash from operations:

    Depreciation, amortization, and other

    7,383

    3,921

    Stock-based compensation expense

    2,832

    2,507

    Net recognized losses (gains) on investments and derivatives

    (125)

    14

    Deferred income taxes

    (1,433)

    (568)

    Changes in operating assets and liabilities:

    Accounts receivable

    14,037

    11,034

    Inventories

    (373)

    (505)

    Other current assets

    (82)

    (796)

    Other long-term assets

    (1,761)

    (2,013)

    Accounts payable

    (916)

    1,214

    Unearned revenue

    (5,553)

    (4,126)

    Income taxes

    1,016

    1,425

    Other current liabilities

    (5,479)

    (4,106)

    Other long-term liabilities

    (33)

    291

    Net cash from operations

    34,180

    30,583

    Financing

    Proceeds from issuance (repayments) of debt, maturities of 90 days or less, net

    (5,746)

    18,692

    Proceeds from issuance of debt

    0

    7,073

    Repayments of debt

    (966)

    (1,500)

    Common stock issued

    706

    685

    Common stock repurchased

    (4,107)

    (4,831)

    Common stock cash dividends paid

    (5,574)

    (5,051)

    Other, net

    (889)

    (307)

    Net cash from (used in) financing

    (16,576)

    14,761

    Investing

    Additions to property and equipment

    (14,923)

    (9,917)

    Acquisition of companies, net of cash acquired, and purchases of intangible and other assets

    (1,849)

    (1,186)

    Purchases of investments

    (1,620)

    (8,460)

    Maturities of investments

    2,136

    15,718

    Sales of investments

    1,968

    5,330

    Other, net

    (913)

    (982)

    Net cash from (used in) investing

    (15,201)

    503

    Effect of foreign exchange rates on cash and cash equivalents

    122

    (99)

    Net change in cash and cash equivalents

    2,525

    45,748

    Cash and cash equivalents, beginning of period

    18,315

    34,704

    Cash and cash equivalents, end of period

     $20,840

     $80,452

     


     

    SEGMENT REVENUE AND OPERATING INCOME

    (In millions) (Unaudited)

     

    Three Months Ended

     September 30,

     

     

    2024

    2023

    Revenue

     

     

    Productivity and Business Processes

     $28,317

     $25,226

    Intelligent Cloud

    24,092

    20,013

    More Personal Computing

    13,176

    11,278

    Total

     $65,585

     $56,517

    Operating Income

     

     

    Productivity and Business Processes

     $16,516

     $14,297

    Intelligent Cloud

    10,503

    8,908

    More Personal Computing

    3,533

    3,690

    Total

     $30,552

     $26,895

     

    We have recast certain prior period amounts to conform to the way we internally manage and monitor our business.

    MIL OSI Economics –

  • MIL-OSI USA: Welch Joins NEK Broadband and USDA Rural Development to Celebrate $20.5 Million in Rural Broadband Funding 

    US Senate News:

    Source: United States Senator Peter Welch (D-Vermont)

    ISLAND POND, VT — U.S. Senator Peter Welch (D-Vt.), Chair of the Senate Agriculture Subcommittee on Rural Development and Energy, today joined NEK Broadband, U.S. Department of Agriculture (USDA) Rural Development officials, broadband advocates, customers, workers, and State and local leaders to announce that NEK Broadband was awarded $2.8 million through the USDA’s Community Connect Grant program. The fiber infrastructure project funded by this program will help provide high-speed internet to the residents of Groton. Including this funding, USDA Rural Development has invested more than $20.5 million in connectivity projects throughout Vermont’s Northeast Kingdom through NEK Broadband.  
    Before the press conference, NEK Broadband taught Senator Welch and USDA RD State Director Sarah Waring how to splice broadband fiber. 
    “With the help of the USDA RD and this federal funding from the Biden-Harris Administration, NEK Broadband is meeting the challenge and building out the broadband that every rural community deserves and needs. I am thrilled to celebrate more than $20 million total in USDA grants, including new funding through the Community Connect grant program,” said Senator Peter Welch. “To get this fiber to the barn at the end of the dirt road requires overcoming so many practical challenges—and that takes continuity, that takes confidence, competence, collaboration, and cooperation. Every day brings new problems to solve, and they’re solving them every day to provide their neighbors with high-speed, reliable internet. I’ll keep fighting in the Senate for more broadband funding and will keep advocating for the passage of my bipartisan bill to improve the ReConnect program and speed broadband deployment.” 
    “This Community Connect grant is special because of the way in which residents and town officials in Groton stepped up to find solutions in coordination with regional, state, and federal resources to contribute to NEK Broadband’s mission to build public infrastructure and help bring service to the unserved in over 70 towns in northeastern and central Vermont,” said Christa Shute, Executive Director, NEK Community Broadband. “With the assistance of this grant from USDA, NEK Community Broadband dba NEKCV takes another step forward in our digital equity program by staffing and equipping three community centers in Groton and Ryegate that will help provide opportunities for the residents to access high speed internet during days, evenings, and weekends, while providing training, teaching and resources to build digital literacy.” 
    View photos and B-Roll from the event below:

    “Among the many things we learned over the last few years, is that having reliable online access should be seen as a human right for everyone—especially those living in our remotest rural communities,” said Sarah Waring, USDA Rural Development State Director for Vermont and New Hampshire. “Securing important goods and services, and simply being connected to friends and family, can no longer be a hit-or-miss proposition that depends on your area code. We all know the stories of kids at home who can’t access school assignments, or small businesses who can’t make online sales, or the inadequate delivery of telemedicine where there’s no high-speed internet access. That’s why I am so proud that the Biden-Harris Administration continues to send a clear and resounding message to our neighbors in this remote corner of our state: we’re here, with your local providers, working hard to get you connected.” 
    “The Community Connect Grant will transform the ability of our residents and area organizations to access & leverage the enormous potential of the Internet for jobs, education, healthcare, public safety, and community development,” said Michael Gaiss, Groton’s primary representative on the Governing Board of NEK Broadband. “The impact on our town and region will be felt for years to come. Our grateful thanks and appreciation to the USDA for this opportunity.” 
    Including today’s funding, USDA RD has invested $20,501,567 in Northeast Kingdom connectivity projects through NEK Broadband, a nonprofit organization known as a Communication Union District (CUD). In August, NEK Broadband and CVFiber, a CUD serving towns in Central Vermont, merged to form NEKCV. In May 2023, USDA obligated more than $17 million in broadband funding through the ReConnect Grant Program. The same month, Senator Welch convened a hearing on rural broadband access featuring testimony from Christa Shute. In August 2021, NEK Broadband received a $190,380 Rural Business Development Grant to extend the fiber network into western Concord and the town of Waterford. 
    As Chair of the Senate Agriculture Subcommittee on Rural Development and Energy, Senator Welch introduced the bipartisan ReConnecting Rural America Act, which would codify and clarify components of USDA’s ReConnect Loan and Grant Program and, in so doing, reduce red tape, and speed broadband deployment. The ReConnect Program plays a central role in expanding access to high-speed broadband in rural America.s. The bipartisan bill was included in the Senate’s draft Farm Bill, the Rural Prosperity and Food Security Act. 

    MIL OSI USA News –

  • MIL-OSI United Kingdom: Russia should end the war now instead of sending other countries’ sons to die: UK statement at the UN Security Council

    Source: United Kingdom – Government Statements

    Statement by Ambassador Barbara Woodward, UK Permanent Representative to the UN, at the UN Security Council meeting on maintenance of peace and security of Ukraine.

    Location:
    United Nations, New York
    Delivered on:
    (Transcript of the speech, exactly as it was delivered)

    When Russia invaded Ukraine, almost 1000 days ago, the General Assembly was clear in its condemnation: it deplored Russia’s aggression in the strongest terms, demanded its full withdrawal and declared Russia’s invasion to be in violation of the UN Charter.

    Only five countries voted against, including the Democratic People’s Republic of Korea.

    Today the DPRK’s support for Russia goes even further. Pyongyang provides significant support to Russia by supplying munitions, arms, and other materiel, and now 10,000 troops have arrived in Russia, with a significant number believed to be deploying to Kursk.

    In addition to aiding Russia’s ongoing violation of the UN Charter, and a UN Member State’s sovereignty and territorial integrity, this cooperation between Russia and the DPRK is a direct violation of multiple UN Security Council resolutions.

    Russia voted for these resolutions. Now it violates them. This undermines not only international peace and security, but also the Security Council itself.

    Council members have repeatedly condemned these violations, yet the transfers continue.

    This latest development, Russia’s training and deployment of DPRK troops, is a significant step further for both countries. Russia has now suffered over 600,000 casualties. Instead of sending other countries’ sons to die for the imperialistic whims of one man, they should end the war now.

    Russia is not just paying for this invasion in the lives of young men. Defence and security will consume over 40% of state spending next year. 

    We can be sure that DPRK will be extracting a high price from Russia in return for the transfer of its troops, including military assistance. This risks further raising tensions on the Korean peninsula and undermining regional security in the Indo-Pacific.

    A DPRK with improved military technology and enhanced capacity to export weapons, could fuel instability in vulnerable conflict areas around the world.  An escalation of violence and expansion of the battlefield is in no one’s interest.

    It is clear that a desperate and impoverished Russia needs external support for this war to continue. Any country providing assistance to Russia’s aggression is thereby prolonging Russia’s illegal war.

    But Russia’s desperation will not deter our resolve to support Ukraine to exercise its right to self-defence in line with the UN Charter, and to protect their people and sovereignty.

    Updates to this page

    Published 30 October 2024

    MIL OSI United Kingdom –

  • MIL-OSI Canada: Manitoba Government Introduces Bill 41 to Expand Mandatory Training for Prospective Judges and Judicial Justices of the Peace

    Source: Government of Canada regional news

    October 30, 2024

    Manitoba Government Introduces Bill 41 to Expand Mandatory Training for Prospective Judges and Judicial Justices of the Peace

    – – –
    New Training Would Include Intimate Partner Violence and Experiences of Indigenous and 2SLGBTQIA+ Persons: Wiebe

    The Manitoba government has introduced legislation that would expand continuing education requirements for prospective provincial court judges and judicial justices of the peace in areas of intimate partner violence, coercive control and the experiences of Indigenous persons and 2SLGBTQIA+ persons, Justice Minister Matt Wiebe announced today.

    “Training in intimate partner violence, coercive control and the experience of Indigenous persons and 2SLGBTQIA+ community would help ensure that everyone feels respected in our justice system,” said Wiebe. “Manitoba would be among the leaders in Canada by requiring continuing education on these topics. I want to thank all the advocates who have worked tirelessly to enact Keira’s Law and acknowledge members of the judiciary who are committed to enhancing judicial education. Our government is dedicated to creating a more just system for all Manitobans.”

    Under proposed amendments to the Provincial Court Act, candidates for appointment as provincial court judges would be required to participate in continuing education in three new areas:

    • intimate partner violence;
    • coercive control in intimate partner and family relationships; and
    • the experience of Indigenous persons and 2SLGBTQIA+ persons in the justice system and in society generally.

    These would be in addition to current requirements to participate in continuing education on sexual assault law and social context including systemic racism and systemic discrimination.

    Currently, the Provincial Court Act does not address continuing education for judicial justices of the peace. With the proposed amendments, judicial justice of the peace candidates would be required to participate in continuing education on the same subjects as provincial court judge candidates. This is important because judicial justices of the peace have jurisdiction to make decisions regarding protection orders, provincial offences and search orders, the minister noted.

    The governments of Canada and Ontario have enacted similar legislation known as “Keira’s Law” to ensure judges receive education on domestic violence and coercive control in intimate partner and family relationships.

    The Manitoba government’s proposed legislation includes additional requirements, the minister noted, formalizing the requirement of training surrounding the experiences of Indigenous persons and 2SLGBTQIA+ persons in the justice system and in society.

    Continuing education seminars may be developed by the chief judge in consultation with affected persons including survivors of sexual assault and intimate partner violence along with persons, groups or organizations that support them. For seminars on social context and community experiences, consultation may include representatives of Indigenous and 2SLQBTQIA+ communities and other communities that have experienced systemic racism and discrimination. This legislation would also ensure funding for these continuing education seminars established by the chief judge does not lapse at the end of the fiscal year, noted Wiebe.

    – 30 –

    MIL OSI Canada News –

  • MIL-OSI USA: Congressman Raja Krishnamoorthi Presents Veterans of the Vietnam War with Lapel Pins Honoring their Service as 50-Year Anniversary of War’s End Approaches

    Source: United States House of Representatives – Congressman Raja Krishnamoorthi (8th District of Illinois)

    St. Charles, IL – Today, Congressman Raja Krishnamoorthi (D-IL) presented veterans from the U.S. military with lapel pins honoring the upcoming 50-year anniversary of the end of American military involvement during the Vietnam War. The ceremony, which took place at Veterans of Foreign Wars (VFW) Post 5036 in St. Charles, was attended by veterans of several branches of the military and American Legion Post 342 Commander Joe Morgan. Earlier this year, Congressman Krishnamoorthi championed the passage of bipartisan legislation that renamed the town’s post office to the Veterans of the Vietnam War Memorial Post Office to honor those who served the country in Vietnam.

    “The debt of gratitude our country owes to those who have risked so much for our nation in uniform is immeasurable,” Congressman Krishnamoorthi said. “As the 50-year anniversary of the Vietnam War’s end approaches, now is a special time to honor the millions of Americans who served our country in uniform during the conflict. It was a privilege to meet and speak to so many of these heroes this morning, and an honor to recognize their service as we show them that our grateful nation will never forget their courage, commitment, and sacrifice.”

    MIL OSI USA News –

  • MIL-OSI USA: Jayapal Statement on Second Death at Northwest Immigrant Processing Center in 2024

    Source: United States House of Representatives – Congresswoman Pramila Jayapal (7th District of Washington)

    SEATTLE, WA – U.S. Representative Pramila Jayapal (WA-07), Ranking Member of the Immigration Integrity, Security, and Enforcement Subcommittee, issued the following statement regarding the death of Jose Manuel Sanchez-Castro at the Northwest Immigrant Processing Center (NWIPC), formerly the Northwest Detention Center, an immigration detention facility in Washington State operated by Immigration and Customs Enforcement (ICE):

    “First and foremost, I extend my condolences to Mr. Sanchez-Castro’s family and loved ones. While his official cause of death is still unknown, there must be accountability and a full investigation to understand exactly what happened. My office is tracking this closely and is in contact with ICE. 

    “This is now the second death at NWIPC in 2024 after Charles Leo Daniel died in custody after spending 1,418 days in solitary confinement. Following his death, I inspected the facility and was not permitted to speak directly with detained people. I remain deeply concerned about reports from detained people regarding conditions at the facility and will continue to closely monitor and engage with federal officials about my concerns.”

    In 2018, another detained person at the facility died by suicide. Detained people at the facility have consistently been forced to resort to hunger strikes to protest conditions, including allegations of medical neglect, unsafe food, and unsanitary conditions among other complaints.

    Jayapal has been a leader in efforts to end the use of private, for-profit detention centers and to instead utilize alternatives to detention. She has led multiple calls to the Department of Homeland Security (DHS) to urge the closure of facilities with records of abuse. She has also worked to push accountability and transparency at many of these detention facilities.

    She is also the lead sponsor of the Dignity for Detained Immigrants Act, transformative legislation that would end the use of for-profit, private detention facilities and protect the civil and human rights of immigrants. 

    Issues: Immigration

    MIL OSI USA News –

  • MIL-OSI USA: Congressman Kim, Burlington County Commissioners Break Ground on Emergency Shelter and Celebrate the Impact of Federal Project Funding

    Source: United States House of Representatives – Congressman Andy Kim (NJ-03)

    WESTAMPTON, N.J. – Today, Congressman Andy Kim (NJ-03) joined Burlington County Commissioners for a groundbreaking ceremony to celebrate the start of construction on Burlington County’s first-ever emergency shelter. In 2022, Congressman Kim helped secure $3 million in Community Project Funding for Burlington County to address local needs with the new facility.

    “As we continue working to address affordability and housing access issues, we must also look after people’s immediate needs and uphold the basic right for everyone to have a roof over their head,” said Congressman Kim. “Today’s groundbreaking is a culmination of incredible planning and leadership in Burlington County to address a long-overdue community need. The first of its kind in Burlington, this shelter will not just look after people’s safety, but also help set them up for healthy and secure lives after they leave. I am proud to have brought federal dollars back to get shovels in the ground and look forward to seeing this project through to its completion.”

    “The Burlington County emergency shelter will assist and guide those experiencing emergent housing needs through the services and programs available to help them move into transitional and permanent housing,” said Burlington County Commissioner Director Felicia Hopson. “This is something our county has desperately needed for decades. We’re excited to be taking this important step, and we are grateful for the support of leaders like Congressman Kim who have championed this initiative by helping to secure significant federal assistance that is moving this project toward completion.”

    For Fiscal Year 2023, Congressman Kim secured Burlington County $3 million to help construct a non-congregate homeless shelter, support county residents who fall below the poverty line, and provide a safer alternative than emergency housing in unsupervised area motels and hotels. The emergency shelter will be a standalone two-story, 33,792 square-foot building and will serve adult men and women experiencing an emergent housing crisis, providing them sleeping accommodations, warm meals, showers, laundry facilities, and bathrooms. Individuals will be paired with a case manager to guide them through the services and programs to help them move into transitional or permanent housing.

    The groundbreaking ceremony was held at the site of the new shelter behind the existing Burlington County Human Services Building in Westampton and included Congressman Kim, Burlington County Commissioner Director Felicia Hopson and Commissioners Daniel O’Connell, Allison Eckel, and Balvir Singh, State Senator Troy Singleton, Westampton Mayor Sandy Henley, Assemblywoman Andrea Katz, Assemblyman Herb Conaway, and Pastor Darlene Trappier, founder and director of Beacon of Hope, a Mount Holly-based social service provider that aids and advocates for those experiencing homelessness.

    Congressman Kim is committed to supporting individuals experiencing homelessness and tackling the affordability crisis and other root causes of housing insecurity. In Congress, he has supported $2.5 billion for the HOME Investment Partnerships Program to help meet the needs of the millions of low income households across the U.S. without access to affordable housing. Congressman Kim is also a cosponsor of the Housing Crisis Response Act to build fair and affordable housing and the Housing Supply and Affordability Act to remove barriers to local and state governments from increasing housing supply.

    Congressman Kim is the Ranking Member on the Military Personnel Subcommittee, and a member of the House Armed Services Committee, the Foreign Affairs Committee, and the House Select Committee on Strategic Competition between the United States and the Chinese Communist Party. More information about Congressman Kim’s accessibility, his work serving New Jersey’s 3rd Congressional District, and information on newsletters and his monthly town halls can be found on his website by clicking here.

    ###

    MIL OSI USA News –

  • MIL-OSI USA: Governor Ron DeSantis Appoints Brad Embry as Okaloosa County Clerk of the Circuit Court and Comptroller

    Source: US State of Florida

    TALLAHASSEE, Fla.—Today, Governor Ron DeSantis announced the appointment of Brad Embry as Okaloosa County Clerk of the Circuit Court and Comptroller. This appointment is effective January 1, 2025.

    Brad Embry
    Embry is the Okaloosa County Clerk of the Circuit Court and Comptroller-Elect. Previously, he served as Chief of Staff for the Okaloosa County Clerk of the Circuit Court and Comptroller, a Special Agent for the Florida Department of Law Enforcement, and an Investigator for the Okaloosa County Sheriff’s Office. Embry earned his bachelor’s degree in criminal justice from Troy University and his master’s degree in public administration from the University of West Florida.

    ###

    MIL OSI USA News –

  • MIL-OSI USA: Governor Ron DeSantis Appoints Four to the Board of Architecture and Interior Design

    Source: US State of Florida

    TALLAHASSEE, Fla.—Today, Governor Ron DeSantis announced the appointment of Ivette A. Arango, Charles Clary, Beverly Frank, and Peter Jones to the Board of Architecture and Interior Design.

    Ivette A. Arango
    Arango, of Coral Gables, is the Owner and Principal Interior Designer of Ivette Arango Interiors. She is the recipient of the 2019 Coral Gables Chamber of Commerce Outstanding Renovation and Restoration Project Award. Arango earned her bachelor’s degree in design and her master’s degree in architecture from the University of Florida.

    Charles Clary
    Clary, of Baker, is the former Owner and President of DAG Architects. He was previously elected as a Florida State Senator and served in the United States Navy. He is the recipient of the Florida Association of the American Institute of Architects President’s Award and is a Fellow of the American Institute of Architects. Clary earned his bachelor’s degrees in architecture and arts in environmental design from Auburn University.

    Beverly Frank
    Frank, of St. Petersburg, is the Principal and Architect at BFRANK Studios, LLC. Active in her community, she currently serves on the Florida Council on Arts and Culture and previously served as the President of the American Institute of Architects of Florida. Frank earned her bachelor’s degree in art education and her master’s degree in architecture from the University of South Florida.

    Peter Jones
    Jones, of Port St. Lucie, is the former Director of Architecture & Design at Atlantic Fields Club. He was previously appointed to the Florida Building Code Administrators and Inspectors Board. Jones earned his bachelor’s degree in architecture from the University of Florida and a master’s degree in architecture from Rice University.

    These appointments are subject to confirmation by the Florida Senate.

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    MIL OSI USA News –

  • MIL-OSI USA: Governor Ron DeSantis Appoints Cecil “Trey” Hightower as Jefferson County Clerk of the Circuit Court and Comptroller

    Source: US State of Florida

    TALLAHASSEE, Fla.—Today, Governor Ron DeSantis announced the appointment of Cecil “Trey” Hightower as Jefferson County Clerk of the Circuit Court and Comptroller. This appointment is effective November 1, 2024.

    Cecil “Trey” Hightower
    Hightower is the Jefferson County Clerk of the Circuit Court and Comptroller-Elect. Previously, he served as an Administrative Specialist for the City of Tallahassee Treasurer-Clerk’s Treasury Management Office. Hightower has a background in account balancing, account reconciliation, budgeting, and fraud monitoring.

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    MIL OSI USA News –

  • MIL-OSI USA: Governor Ron DeSantis Appoints Amy Blackburn as Hernando County Tax Collector

    Source: US State of Florida

    TALLAHASSEE, Fla.—Today, Governor Ron DeSantis announced the appointment of Amy Blackburn as Hernando County Tax Collector. This appointment is effective November 1, 2024.

    Amy Blackburn
    Blackburn is the Hernando County Tax Collector-Elect. Previously, she served as the Chief Deputy of Finance Administration for the Hernando County Tax Collector. Blackburn earned her bachelor’s degree in business administration and marketing from the University of Florida.

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    MIL OSI USA News –

  • MIL-OSI USA: Governor Ron DeSantis Appoints Derek Barrs to the School Board of Flagler County

    Source: US State of Florida

    TALLAHASSEE, Fla.—Today, Governor Ron DeSantis announced the appointment of Derek Barrs to the School Board of Flagler County.

    Derek Barrs
    Barrs is the Associate Vice President for HNTB Corporation. Active in his community, he currently serves as a member of the American Trucking Association Law Enforcement Advisory Board, the Florida Trucking Association, and the Flagler Sheriffs Employee Trust Board of Directors. Barrs earned his associate degree in criminal justice from North Florida College and his bachelor’s degree in public administration from Flagler College.

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    MIL OSI USA News –

  • MIL-OSI Security: Marion Man Sentenced to 262 Months in Prison

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

    FORT WAYNE–James Darquan McCreary, 45 years old, of Fort Wayne, Indiana, was sentenced by United States District Court Chief Judge Holly A. Brady after pleading guilty to possessing with intent to distribute cocaine and possessing a firearm as a convicted felon, announced United States Attorney Clifford D. Johnson.

    McCreary was sentenced to 262 months in prison followed by 8 years of supervised release. 

    According to documents in the case, in March 2020, McCreary possessed more than 500 grams of cocaine that was intended for distribution and illegally possessed firearms as a convicted felon.  McCreary was determined to be a career offender based on his prior felony battery and robbery convictions from Grant County, Indiana.  

    This case was investigated by the Bureau of Alcohol, Tobacco, Firearms, and Explosives, the J.E.A.N. (Joint Effort Against Narcotics) Team Drug Task Force, the Indiana State Police, the Marion Police Department, the Grant County Sheriff’s Department, the Grant County Prosecuting Attorney’s Office, the Cass County Sheriff’s Department, and the Wabash County Sheriff’s Department.  The case was prosecuted by Assistant United States Attorney Anthony W. Geller.

    MIL Security OSI –